Author Notes: Hey, you guys welcome to Chapter 3 of Ben 10 Fairy Tail. On the last chapter our favorite alien transforming hero Ben Tennyson joined Fairy Tail then helped Natsu find his friend Marco who was possessed by Vulcan.
Now let's get on with the story the first story arc is the Elsenwald arc.
There will be awesome fights with Ben and his new teammates. I hoped you guys will enjoy this story.
Disclaimer: I don't own Ben 10 or Fairy Tail they belong to their owners.
Don't forget to fave, follow and leave your reviews.
Enjoy!
Chapter 3: Elsenwald Part 1
It had a few days since Ben had joined Fairy Tail he went on a job with Natsu, Happy and Lucy to destroy a book called Daybreak in a town called Shirotsume Town for 2,0000 million Jewels but Natsu denied the reward because they didn't actually fulfill the request.
Ben was thinking about his family, friends back home including his ex-girlfriends.
Ben was currently eating lunch and drinking. The Omnitrix wilder missed a cold drink in particular.
''Despite having all of these magic items no one ever invented the smoothies here?'' thought Ben. After he was finished. He walked to the Request Board for reward a lot of money.
''We need to look for another job soon.'' grumbled Natsu.
''Aye! We're running of out food money.'' said Happy while munching happily on a fish.
''I wish we had those 2,0000 Jewels right now, because my rent is due next week. I may need to find another job as well.'' replied Lucy. Over the past few days the Celestial wizard found a place to stay of an apartment, despite the big rent she had to pay each month, it was still a good deal, because it wasn't too far from the Guild.
''And I need that money to get my own place.'' said Ben
Lucy then went to the Request Board and looked for another job, but couldn't really decide.
''Just tell me if you're interested in a taking a job, Master is currently away at a meeting.'' responded Mirajane.
''A meeting, for what exactly?'' asked Ben.
''Well, all of the Guild Masters get together regularly for meeting to share current reports, although slight different than the council meeting.'' began Mirajane, she then turned a tall round, orange-haired man who was wearing a white shirt, and a black sorcerer's hat.
''Reedus. Can I borrow your light pen please?'' the barmaid asked the man known as Reedus.
''Qui.'' he replied with French accent, and gave a normal looking pen, but t had some odd tip that seemed to be made of light.
Mirajane then started to write out a graph of sorts in the air to the amazement of Ben.
''The top members are the 10 members of the Magic Council; they are connected to the government, and their job is to keep order in the whole land of Flore. Directly below the council is the organization, the Guild Master Leagues; they communicate with council and among other Guilds in their area and keep us united together.''explained Mira. ''It's a very difficult job isn't it?'' she questioned.
The white haired beauty received a nod from Ben.
''Wow, I didn't know all of the Guilds were connected.'' commented Lucy.
''It's important to keep the Guilds in cooperation with each other, because if you aren't careful.'' Mirajane started to say.
''...Dark forces will come and get you!'' finished Natsu with a creepy sounding voice, coming from behind Lucy.
''AHHHHH!'' shrieked the Celestial wizard and she hid under a table, while Natsu laughed wholeheartedly and the others had amused smiles on their faces.
''Ha ha ha, I scared you didn't I?!'' laughed Natsu out.
''Quit being a jerk!'' yelled Lucy, clearly freaked out.
''It's true though.'' stated Mirajane getting everyone's attention. ''There are dark forces that exist, they are the Dark Guilds.'' she said darkly, while drawing a circle on the chart and labeled it 'Dark Guild.' ''These Guilds are composed of wizards who don't belong to any Guild League since they are involved in crime and illegal activity.'' explained the barmaid.
Ben had a grim expression on his face when he heard that. If illegal activity and crime was involved. High chances these Guilds aren't very friendly.
''Come on Lucy, pick a job for us already.'' Natsu urged the blonde girl.
''Since when I agree to work with you and your cat?'' inquired Lucy.
''I thought we were supposed to be a team.'' reported Natsu. ''You, Ben, Happy and me.'' he finished while flashing a wide grin.
''Since when I was part of your team?'' asked Ben.
''You helped us on Mount Hakobe, so I thought we were team!'' remarked Natsu.
''You're right, we'd did make a good team.'' smiled the teen hero.
''Aye! Natsu had picked the job last time, so it's Lucy's turn to choose.'' chirped Happy while munching on his...fifth? fish.
''No way! I don't think I ever want to be on your team, besides I think you just needed a blonde.'' pointed out Lucy.
''That's not true! That's not the only reason we chose you.'' reassured Natsu. ''We think you're cool and nice!''
Lucy just tried to ignore Natsu's comment, but couldn't help with the small blush on her cheeks.
''Hey Lucy! I wouldn't stay with those losers if I were you, you'll get offers from other teams.'' called out Gray from another table.
''Your clothes, Gray.'' commented Cana with without looking at him, and sure enough Gray somehow stripped to his boxers...again.
''Crap! Not again!'' panicked the onyx haired wizard.
''Jerk...'' mumbled Natsu, but it didn't go unnoticed by the ice wizard.
''Did you just call me a jerk Dragon Boy?! demanded Gray looking horns with Natsu.
''And what if I did, what are you gonna do about it!'' shouted Natsu.
''You Mouth Breather!''
''You Pants Shogun!''
''You Spineless Wimp!''
''Looks like they're at it again.'' sighed Happy.
''Why don't you join the Team of Love with me Lucy, later tonight, just two of us?'' inquired Loke flirtatiously coming out of nowhere.
''Wait what?'' asked Lucy, shocked.
''You are just gorgeous, that I have to keep my shades on, or I will be blinded by your dazzling beauty.'' continued Loke to flirt.
''Do girls actually for this guys?'' thought Lucy annoyed.
Loke was going to flirt some more when he spotted Lucy's Celestial keys, and his behavior did a complete turn around.
''Ahh! You're not a Celestial Wizard are you?!'' he asked, afraid.
''Aye, she's got cows, and crabs, and stuff.'' answered Happy while munching on another fish.
''NOOO! Curse you fate, why must you torment with me!'' screamed Loke dramatically. ''I'm sorry, but we can't be together!'' yelled the orange haired mage as he ran out of the Guild.
''What got into him all of a sudden?'' asked Lucy. confused of Loke's whiplash of emotions.
''Loke has a bad history with Celestial wizards, rumor has it he dated one and it did not end well.'' responded Mirajane.
''Well that explains it, then-'' Lucy didn't' finish her sentence when Natsu suddenly crashed into her, knocking them both to the floor.
''Are you alright?'' questioned Mira worriedly.
''Will you guys quit it already!'' exclaimed Ben annoyed.
''Well Natsu started it. I'm just following it.'' countered Gray coolly.
''Where are you clothes?'' asked Cana, and of course Gray somehow stripped to his boxers.
''God damn it, why is this happening?!'' yelled Gray.
''You're the one who is provoking me, you dirty slimeball'' said Natsu.
''Oh, yea, what exactly did I exactly do to provoke you, you Fire Clown.'' replied Gray.
''You Pervy Flasher!''
''You Flame Brain!''
''You, Arctic Nudist!''
''Geeze, those insults are lame.'' commented Ben, remembering the insults he used on his villains back in his universe.
''They'll run out of insults soon.'' responded Happy.
The other wizards were laughing in response to Natsu and Gray's childish rivalry. Activity was then silenced when Loke ran into the Guild slamming the door wide open.
''Bad News, it's Erza she's on her way here!'' shouted Loke, and surprisingly Ben, Lucy and all the of the wizards paled and yelped in fear, while Natsu and Gray hid behind the bar.
''Who's Erza?'' asked Ben confused of all of the wizards' behavior.
''Erza, is the strongest and most deadliest woman in Fairy Tail.'' answered Happy coming out of nowhere.
Suddenly heavy footsteps were heard and a silhouette of someone carrying something huge was towards the entrance of the Guild Hall.
''That must her her.'' said a wizard sweating bullets.
When the figure arrived it placed down the object it was carrying which looked like a decorated big horn. The person was anything but Ben anticipated. The person was a red haired girl, armored beauty about 19. She had long, scarlet hair, brown eyes. and was wearing Heart Kruz Armor. She is Erza Scarlet; a Re-Quip S-Class wizard of Fairy Tail and also known as Titania and the Fairy Queen.
''That's Erza?!'' asked Lucy shocked, but not too loud to get everyone's attention.
''Aye!'' replied Happy.
''She's so pretty.'' thought Ben with blush cheeks. ''So this is Erza everyone was talking about? Why are they so afraid of her? She's pretty. This place has a lot of pretty girls like her.'' he smiled then he shook his head from his thoughts.
''Welcome back Erza!'' Mirajane greeted the scarlet haired wizard.
''Mirajane.'' Erza called the barmaid. ''Is Master Markov?'' she demanded.
''Master, has gone on another meeting.'' answered the white haired beauty.
''I see.'' said Erza calmly.
''Um, Miss Erza. What's that you are carrying?'' asked a slim beige haired wizard named Max.
''This is the horn of the monster I defeated.'' she explained. ''The locals were very grateful that they decorated it and gave it to me as a souvenir. She then gave Max a death glare. '' Do you have a problem with that?''
''No!...No!...No!'' proclaimed Max hastily while sweating bullets. ''Nothing's wrong it with it at all!''
It seemed odd to the superhero that everyone acted in a similar fashion towards the red head.
''Do you think she has found out about Mount Hakobe by now?'' asked Cana.
''Oh great! I'm definitely a goner.'' mumbled Macao nervously.
''She's not like anything that I imagined.'' stated Lucy.
''Now listen up!'' yelled Erza. ''I've heard a few things while I was on the road that Fairy Tail has been causing nothing but, Master Makarov might not care, but i do!'' she continued. ''Cana! You control your drinking!'' Erza yelled to the drunk brunette. ''Vijateer! Take your dancing outside!'' she to a wizard in a black jumpsuit. ''Wakaba! Get rid of that smoking habit!'' she told the smoke wizard. ''Nab! I had a feeling you were at the Request Board, just pick a job already!'' she exclaimed. ''Macao!'' grabbing the fire wizard's attention.
When Erza didn't say anything he was getting even more scared. ''Just say something dammit!''
''What is she, the Guild's disciplinarian?'' Lucy whispered to Mirajane.
''That's Erza for you.'' chirped Happy.
''Even though she's very bossy, she seems to be one of the people sane here.'' commented Ben earning a nod from the Celestial wizard.
''Are Natsu and Gray here?'' asked the scarlet haired beauty.
''Aye! They're right here.'' answered Happy flying above the bar.
''You traitor.'' moaned the two rival wizards and glared daggers at the blue flying cat.
When the two got up they had their arms around each other like they were best buddies.
''Hey there Erza, we are just hanging out like good friends tend to do.'' said Gray while sweating bullies.
''Aye!'' Natsu mimicked Happy.
''Why is Natsu talking like Happy?!'' inquired Lucy shocked.
''Well that's great, I'm pleased to see you both getting along as well, however it's natural that the best of friends to lock horns ever now and then.'' smiled Erza telling the 'best of friends.'
''I don't if we're the best of friends.'' replied Gray nervously.
''Aye...'' agreed Natsu nervously.
''What's gotten into Natsu?'' questioned Lucy even more worried.
''He's scared of her, a few years back he challenged Erza to a fight and she beat him to a pulp.'' answered Mira while drawing weird kid pictures with the light pen.
''That was a stupid thing to do.'' deadpanned Lucy and sweat dropped.
''After that she found Gray walking around the Guild naked so she beat him up too.'' responded Macao with a smirk, remembering how funny it was.
''And let's not forget she beat up Loke for trying to hit on her, but he deserved it though.'' added Cana.
''Natsu Gray, I need you to do me a favor.'' said Erza, surprising the latter and everyone else. ''While traveling I've heard about something that has me worried, normally I would consult with the Master before acting, but he's not here right now and this is very urgent.'' ''You are the strongest wizards here, and I could really use help.'' she remarked. ''We'll meet at the train station tomorrow morning.'' she finished.
''Me and him on the same team?'' thought Natsu and Gray at the same time.
Then Erza looked right at Ben and asked. ''Who would you be?''
''I'm Ben Tennyson, a new member of Fairy Tail.'' introduced the teen hero.
''Oh, you mess be the new Take-Over wizard everyone is talking about. Would you care to tag along on this mission too?'' offered the Re-Quip wizard.
''Sure, why not.'' smiled Ben.
''Good.'' Erza returned the smiled.
''Ben, Natsu, Erza, and Gray working together. I didn't see this coming.'' muttered Mirajane in awe. ''This could be the most powerful team Fairy Tail has ever seen.'' she deduced.
The Next Day
Magnolia Train Station
''UGH, I hate this 'teaming up with you,' this is the worst idea ever!'' exclaimed Natsu.
''Yeah, tell me about it, Erza made a huge mistake asking a loser like you come along!'' glowed Gray, before looking horns again with Natsu.
''Looks like they're at it again.'' sighed Ben.
''Tell me about it.'' agreed Lucy. Instead of her usual attire she was wearing a sleeveless, orange, zip-up tank top with a white trim and white straps, as well as a blue jean skirt.
''Let's just sit here and pretend we don't know them.'' said Ben annoyed by the two's childish antics.
''Pun, Pun.'' agreed a small snowman dog spirit named Plue in Lucy's arms.
''Why did you tag along Lucy?'' asked Happy munching on a fish.
''Mirajena asked to me because those two would lock horns when Erza is not around so sent me to break them if it happens.'' replied Lucy.
''Well you're not doing a good job.'' pointed out Happy.
''They're hopeless.'' responded the blonde haired girl.
''Yeah, even third graders are more mature than this.'' mused Ben, earning small laughs from Happy and Lucy.
''Sorry I'm late have you been waiting very long?'' asked a familiar voice. They looked and saw it was Erza, while Natsu and Gray stopped their bickering.
''No, not really.'' reported Lucy before noticing that the scarlet haired wizard was pulling a giant cart of luggage.
''Whoa, look at that luggage!'' cried Happy, shocked.
''All of that belongs to you?!'' asked Ben, shocked also surprised that the scarlet Re-Quip wizard was able to pull all of that and not break a sweat.
''Well, it's time to go good buddy!'' remarked Gray as he and Natsu put their 'best buddy' act with an odd expression on their faces.
''Aye!'' agreed Natsu.
''One Happy is enough!'' snarled Lucy, somewhat annoyed of the Fire Dragon Slayer's behavior.
''Good, I like seeing you two get along.'' responded Erza, before turning to Lucy. ''And what was your name, I believe I saw you at the Guild yesterday.'' referring to Lucy.
''I'm Lucy, and I recently joined Fairy Tail too, Mira asked me to come along so I could learn a thing or two from you guys.'' explained Lucy, while behind Gray and Natsu were locking horns silently.
Erza then looks at a glance and Natsu and Gray and the latter put up their 'best buddy' act again until, the redhead looks away, and the two go back to scowling at the other. ''I'm Erza by the way. I heard rumors about you beating a Vulcan, it would be great to have a wizard like you with us.'' she then glanced over and the two bickering rivals put up their act again.
''Oh, no it's my pleasure.'' admitted Lucy.
''Pun, Punn.'' groaned Plue.
''Hey Erza, I'll come with you with only one condition.'' stated Natsu, getting the Re-Quip's wizard attention.
''Shut up!'' Gray whispered to Natsu, knowing what he was going to do, but was ignored.
''Oh, what is it?'' asked Erza.
''Okay, I want a rematch with you when we get back to Fairy Tail.'' answered Natsu, clenching his fist for emphasis, shocking the group, minus Erza.
''What's wrong with you, do you have a death wish or something, Flame Brain?'' Gray questioned Natsu, but was ignored again by his rival.
''I'm a lot stronger than last time, because I'm gonna beat you.'' inputted Natsu.
''I can see you have improved, as to beating me as we'll just have to see; I accept your challenge.'' said Erza calmly.
''ALRIGHT, I'M FIRED UP!'' exclaimed Natsu.
''Ugh, I hate transportation.'' groaned Natsu sickly, his motion sickness getting the better of him. The group decided to get a cabin on the train as to not attract attention to themselves. The boys sat on side while the girls sat on the other.
''Typical Natsu, he gets excited the first minute, then next his motion sickness gets the better of him in the next.'' muttered Gray.
''That's gotta be tough on him getting from place to place.'' muttered Lucy feeling sorry for the poor Dragon Slayer.
''Don't worry he'll be fine.'' said Erza calmly. ''Why don''t come sit here with here.''
''Aye...'' was all Natsy muttered as he and Lucy switched places on the train.
When Natsu sat next to Erza, she punched Natsu in the gut and knocked him out cold and his head landed on her lap. ''That should help him make the trip a lot easier on him.'' replied Erza. In Ben flinched in shock while Gray and Happy acted like nothing ever happened.
''Okay maybe she's not sane as we thought.'' whispered, getting nods from the others minus Erza and the knocked out Natsu.
''Hey Erza, I think it's time to tell us what's going on, I mean what kind of mission are we going on anyway?'' asked Gray.
''I have reasons to believe the Dark Guild, Elsenwald, is planning something, I'm not sure what it is, but it has to do with some magic item called Lullaby.'' explained Erza.
''Lullaby?'' inquired Happy.
''Oh yeah.'' realized Ben, remembering what happened. ''While we were coming back to the Guild from that 'Daybreak' request we were ambushed by dark wizards who wanted to eat Happy, but we kicked their butts easily. When we tied them to a tree they mentioned something about this ''Lullaby' before a shadow hand came out of nowhere and pulled the tree underground along with the wizards.'' he explained. ''I think they might be from Elsenwald.''
''They were probably wizards that dropped out of the Guild and went into hiding, maybe thaey did not want to be part of what their Guild was planning.'' deduced Erza.
''This Lullaby is bad enough it even scares the dark wizards?'' asked Ben.
''It only on a hypothesis, but whoever you saw that dragging away Happy's kidnappers were more likely from Elsenwald, it seemed obvious they did not want any information in any legal Guild's hands.'' answered Erza.
''What do you think they will be trying to do?'' questioned Lucy.
''Let me start from the beginning...'' stated Erza started to explain the whole story. After she completed her job, she stopped at a popular pub in Onibas Town. While there she overheard some wizards from Elsenwlad discussing about Lullaby, and when one of the wizards said that he will bring Lullaby to Erigor in there in a day's time. When Erza was done explaining her story Lucy remember something.
''Lullaby sounds like a song you sling kids to sleep.'' reported Lucy.
''Correct, but the fact that it's sealed away means it must be a very powerful magic.'' imputed Erza.
''You certain the guys you saw were with Elsewald?'' asked Gray.
''Yes, I'm certain.'' answered Erza. ''I can't believe I was such a fool that day, I didn't recognize his name, Erigor, the ace of Elsenwald, he only accepts assassination requests, which earned the name, Erigor the Reaper.''
''Wait, he kills for money?!'' cried Lucy, scared while Ben had a dark and angry expression on his face.
''This guy kills innocent people and he enjoys it?!'' thought Ben.
''I'm afraid so, when the council banned assassination requests Elsenwald thought money was more important than the council; as a result they were banned from their Wizard League 6 years old, but that did not stop them at all, they disobey orders and still remain active to this day.'' explained Erza as he clenched her teeth in anger.
''Okay...I should be heading back now...'' said Lucy while sweating profusely in fear.
''Pun, Punnn.'' replied Plue starting to melt from the sweat.
''Lucy, is slimey all of a sudden.'' stated Happy the obvious.
''It's sweat you stupid cat!'' snapped the Celestial Wizard.
''How could I have been so foolish! If I had recognized them I would have pulverized them on the very spot, and reveal their plan once and for all!'' exclaimed the red haired beauty, while hitting Nats on the side of his head, knocking the Dragon Slayer unconscious again.
''If I got this correctly, Elsewald's plan is to do something with this 'Lullaby' and you want to stop him, and after what you overheard it may something bad.'' elaborated Gray.
''Correct, and I'm not foolish to take down a Magic Guild by myself, that's why I asked you, Ben and Natsu for your help, because we're gonna storm the Elsenwald Guild.'' replied Erza.
''Looks like I'll gonna help you.'' It's Hero Time!'' said Ben with a smile.
''Sounds like to me.'' replied Gray.
''Aye, Sir!'' agreed Happy.
''I knew I shouldn't have come along!'' screamed Lucy in fear and sweating a storm.
''Ewww!'' Now Lucy is slimey again!'' chimed Happy.
''I told you it's swear you stupid cat!''
Elsewhere...
Elsenwald
Inside of the Guild Hall several dead bodies were hanging from the roof from nooses around their necks, while four figures were walking out of the Elsenwald Guild building. One of them was in the lead and he was wearing a clock and big scythe, while the other three were following close behind.
''I heard Kagayama finally got a message to us.'' said one of three.
'Yea, well he says he actually Lullaby.'' replied another, catching the attention of their leader in tow.
''The moment of truth has arrived gentlemen.'' responded the dark wizard, revealing to be Erigor. ''This means we're one step closer to our ultimate goal. The Guild Masters will be busy holding their meeting they will never know what's coming their way!''
Onibas Train Line
The team of superhero and wizards took a quick pit to stop to order food and they hopped back on the train, continuing to their destination. Everyone brought food.
''Now then, I just realized what kind of magic can you use Erza?'' asked Lucy.
''That's a good question.'' said Erza.
''Erza's magic is really pretty; she can make her enemies bleed, a lot!'' explained Erza.
''Um, I'm not sure if that's what I call pretty.'' disagreed Ben.
''Personally, I think Gray's magic is much more beautiful reported Erza while eating some strawberry cake.
''Oh like this?'' inquired Gray as he put a fist on top of his other hand, and a blue magic circle appeared, and what appeared to be like a cold mist coming from his hands. After a few seconds he removed his fist and what was there as the Fairy Tail Guild mark on his hand. ''I use Ice Make:Magic.''
''Now I see you and Natsu don't get along, he's fire and you're ice, talk about a rivalry.'' noted Lucy.
''Nah, I just hate his guts.'' explained the black haired wizard.
Onibas Station
''Do you really think the wizards from Elsenwald will still be here?'' asked Gray as he got off the train.
''I don't know, but that's why we're here to find out.'' said Erza.
''Wait where's Natsu?'' asked Lucy; sure and behold everyone forgot to grab Natsu since he was still knocked out col.
''Well there he goes.'' pointed out Happy waving a the leaving train.
''How could I have been such a fool, I know Natsu hates all forms of transportation, please someone hit me for my penance.'' glared Erza.
''Uh I don't think that would be necessary.'' countered Lucy.
''Calmed down. I'll get him.'' said Ben.
He activated his Omnitrix scrolling through his playlist he selected the icon he was looking for and he slammed the dial down he was bathed in a flash of green light. When the green light died down standing in his place was a semi-armored Velociraptor-like alien. He has black orbs on his feet, a black tail with five blue stripes, and bulky claws on his 3 fingers that can only open and close. He wears a black-cone-like helmet with a protective visor that sides over his face. When the visor is lifted, one can see his blue face, green eyes, black lips, and stripes running under and in between; the rest of his head's features are unknown. He wears a black bodysuit and turtleneck-like shirt with a white stripe on the center. He wears the Omntirx symbol on his chest and a blue Fairy Tail stamp on his left shoulder.
''XLR8!'' he shouted in a raspy voice.
His visor went down and he speed off to catch up with the train.
''Hope he can get Natsu.'' replied Lucy.
''Let's hope, in the meanwhile we're gonna need to find the emergency brake and get a Magic Mobile.'' responded Erza.
On the train...
When Natsu woke up, he was having another ride in hell with his motion sickness on the train. With the cart empty Natsu didn't really do much of anything, but some wizard decided to come into the cabin. He was wearing a white coat and jeans, he had black hair in a small ponytail.
''Well, well, well, it's a Fairy Tail wizard.'' said the man. ''How's the Guild treating you these days, is it worth sticking around with them?'' he asked.
Natsu being Natsu with his motion sickness, couldn't really talk a lot. ''W-What?''
In the response the man kicked Natsu's face with his right foot and he still kept it there.
''Heh! Don't act all high and mighty just because you're in a legal Guild. Mr. Fairy. You guys blindly follow the Magic Council's rules; you know what you look like to us, you're harmless little flies.'' replied the wizard with a smirk.
''Why you...!'' stated Natsu as his fist engulfed in flames with an angry expression, but his motion sickness took over and his flames disappeared.
''Hah! What kind of magic is that?! Let me show you how it's done!'' laughed the wizard and a black magic circle formed at his feet, and three tendrils that looked like they were made from shadows emerged and uppercut Natsu in the face.
''That magic.'' responded Natsu, remembering seeing it from before, when the train suddenly halted abruptly, and the wizard who punched Natsu stumbled, but from his coat, an odd flute that had a skull with three eyes on it fell out and wen into the floor.
Onibas Station
''What do you think you're doing lady? You can't pull the emergency brake without permission.'' a conductor told Erza as she pulled down the lever.
''It's for my friends, please understand.'' reassured Erza in a monotone voice. ''Now please take our luggage to the hotel.'' she commanded.
''Do I like a bellhop to you?'' asked the conductor exasperated.
''I'm starting to realize that all of the wizards in Fairy Tail are a little insane.'' deadpanned Lucy.
''Well not all of us are.'' said Gray, somehow stripping down to his boxers again.
''Yeah, well where are you clothes?!'' exclaimed Lucy.
''Crap!'' panicked the Ice-Make wizard.
Back on the Train
''Thank goodness, the train stopped.'' said Natsu while getting up, but his attention was caught by the strange looking demon flute on the ground. ''What is that?'' looking curiously looking at the strange object.
''You saw it!'' shouted the wizard.
''That's enough of you, it's payback time!'' yelled Natsu paying attention to the wizard in front of him and engulfing his fists with flames.
''Fire Dragon's Iron Fist!''
''Guard Shadow!'' chanted the opposing wizard; to which several shadows tendrils blocked Natsu's attack, but he was knocked back, and part of the cart exploded.
''Ugh, lucky shot!'' said the wizard getting up from the rubble of the cart.
''Heh! Little Fly' huh!'' laughed Natsu with a smirk.
''Attention all passengers! Our emergency stop was a false alarm, we'll be departing again shortly.'' announced the intercom of the the train.
''Aww crap, I gotta go!'' replied Natstu as he grabbed his bag, not wanting to be motion sick again.
''Hold it right there!'' scolded the wizard. ''You're not getting away it easily, you're messing with Elsenwald now!''
''So you're with Elsenwald huh, I'll show you what happens when people mess with Fairy Tail. How about we take this outside?!'' shouted Natsu before the train started moving again, and his motion sickness making him miserable again.
Not far behind XLR8 was not far behind and got on the train just in time, before it was moving at full speed.
''Hey Natsu what happened here?!'' asked XLR8 going into the train car. He turned back to Ben.
''This guy with Elsenwald.'' responded trying to compose himself, through falling due to his motion sickness.
''Huh, what's this?'' wondered Ben and he noticed the strange wooden flute.
''Don't touch that!'' roared the Elsenwald wizard. ''There's no way you're getting your hands on Lullaby!'' as he formed a magic circle at his feet ready to attack.
''So that's Lullaby huh? I wonder what it can do.'' thought Ben. ''Well, if this Lullaby then, looks like I'll stop you from doing whatever you are planning to do with this!'' snapped the teen hero.
''Not on my watch!'' yelled the wizard, then to Ben's surprise, he started to turn black as a shadow and then started to go after Ben who smirked.
''You control shadows? Too can play that game.'' he said.
Ben activated his Omnitrix selecting through his playlist selected the form he was looking for and slammed the dial down. When the usual green light died down standing in his place was a ghost-like alien with black skin, three ghostly tails. His eyes are green, he wears a black and white cloak with the hood over his head. He wears the Omnitrix symbol on his chest.
''Nightmare!'' he shouted.
Nightmare started to use his Umbrakineis to create darkness out nowhere and his attack the shadow turned back to the wizard.
''What the?!'' cried the wizard.
''You're the only one who control shadows.'' said Nightmare.
The wizard from Elsenwald tried to attack Nightmare but suddenly he phased through him.
''Intangibility.'' replied the ghost-like alien. He then created a sword and cut the wizard's shirt. Then Nightmare teleport and trapped the wizard in a dome he created.
Then the dome disappeared.
Not far behind the train, Erza was driving an odd looking car with Lucy and Happy inside, while Gray was hanging at the top. This is a Magic Mobile it can only move when it uses the driver's magic through a certain gauntlet connected to the mobile, called an S.E. Plug.
As Erza neared the train car she and the others in the mobile saw Natsu punched out of the window and came flying out the window and flew out and hit Gray dead center which knocked him off. Nightmare phased through the train car after he trapped the wizard in a barrier.
Erza then stopped the Magic Mobile and went to check on the members of her team. Nightmare transformed back to Ben.
''Natsu are you alright?'' Erza asked the Dragon Slayer.
''Aye...''' muttered Natsu through the pain throbbing on his forehead.
A few minutes have passed before Natsu and Gray finally composed themselves.
''That hurt you idiot!'' Gray yelled at Natsu.
''Shut up you Icy Freak! How come you guys left me on the train?!'' demanded Natsu, a vein throbbing in his head.
''I'm just thankful you weren't injured, I apologize Natsu.'' said Erza, she then grabbed the latter and slammed him into her breastplate, which shocked Ben.
''I'm okay, while I was on the train I got attacked by some dark wizard on the train.'' explained Natsu. ''I think he was the dude who dragged the guys that tried to eat Happy, he said he was from Elsenwald.'' he finished, which enraged Erza.
''You fool!'' shouted Erza, slapping Natsu on the face really, really, hard. ''That is exactly who we are chasing after on this mission, why did you let them get away!''
''Huh? This is the first time I've heard about it.'' replied Natsu having no clue what Erza was talking about.
''I explained everything on the train, you should listen when people talk to you!'' scolded Erza.
''She already forgot she knocked him out cold already, this woman is unbelievable.'' deadpanned Lucy feeling sorry for Natsu.
''Yup.'' agreed Gray.
''That's Erza's for yah!'' chirped Happy.
''The guy on the train didn't look like someone who would be a bad guy, but he had some weird flute. But the flute looked odd since it had a human skull, but it had three eyes on it.'' mused Ben remembering what the flute looked like.
''A three-eyed skull?'' asked Lucy and got nods from the alien hero and Dragon Slayer.
''Well, that's creepy.'' responded Gray offhandedly.
''Is there something wrong Lucy?'' questioned Happy, seeing the concerned look on the Celestial wizard.
''It's just that I've heard that flute before.'' answered Lucy. ''Lullaby...the Cursed Song...It's Death Magic!'' she finally remembered about Lullaby.
''Whoa, what?'' asked Ben shocked.
''A cursed song, like an incantation?'' inquired Gray.
''I've only read about them in books before, but there are deadly spells out there that are forbidden to be used by wizards.'' explained Lucy.
''That's right, there are cursed black magic spells that will the person that they're used on.'' muttered Erza darkly.
''Well if I'm right Lullaby is even worse!''
''So, he was on the same train as we were on, let's go find him.'' stated Erza as she put on the S.E. Plug.
''Hold on Erza. I think you shouldn't use you too much of your magic to run the Magic Mobile.'' assured Gray.
''Then how are going to be able to catch up to the train?'' inquired Erza, scarring Gray slightly.
A light bulb suddenly went off in Ben's head. ''I can probably help with that.'' he said. Surprising the Fairy Tail wizards.
''Oh, with what?'' asked Natsu curiously.
''Just watch.'' answered Ben.
Ben activated his Omnitrix and found the form he wanted and slammed the dial down. When the green light died down standing in his place was a humanoid alien with a black body with one green eye in the middle of his head, two antennae, a tail with round plugs on their tips, four-fingered hands with square golden plugins at the ends, and feet with only two toes. His chest is green, he also has gold battery bolts on his shoulders, arms, and hips. He wears the Omnitrix symbol on his chest and a Fairy Tail stamp on his right shoulder in green.
''Feedback!'' he shouted. He then sat next to the driver seat and stretched his antennas, much to the shock of his new teammates and reached into the undercarriage of the Magic Mobile and connected his plugins to the engine. To the surprise of the wizards the Magic Mobile started up.
''Wow, that's so cool!'' cheered Happy jumping up and down.
''Impressive.'' smiled Erza in awe, but then turned serious. ''We're running out of time, if Erigor gets his hands on this Death Magic lives will be lost!''
''Well, what are we waiting for, let's go find that guy!'' cried Feedback as Erza got in the driver seat, with Natsu, Lucy and Happy entering the cabin of the Magic Mobile. Gray climbed on top of the cat and Magic Mobile drive off.
Kungi Station
Screams of terror came from some of the train passengers as they saw a train conductor met his end by none than Erigor before their very eyes.
''This train belongs to Elsewald now!'' exclaimed Erigor. ''Get everything off the train, passengers, the conductor, and the luggage; if anyone tries to defy us kill them!'' he ordered the other Elsenwald wizards that were with him.
''Well, look who's here.'' said the Elsenwald wizard on the train as he hopped off the train car and approached Erigor.
''Kageyman, I heard you were coming back aboard this train.'' commented Erigor before noticing the wrecked train car. ''There's quite a bit of wreckage, care to explain what happened?'' he asked.
''C'mon are you interested in what I brought back with me?'' asked the wizard now named Kageyama as he took off his coat, the cursed Lullaby much to Erigor's pleasing expression. ''Not only that I've finally managed to break the seal!''
''Excellent.'' replied Erigor.
''Yes, this is it men, the Forbidden Lullaby!'' yelled Erigor. ''Originally used to cast simple death curses, which was useful, but very limited, that is until the great and mighty Dark Wizard Zeref transformed it into a demon flute, now it's song can kill 100, not 1,000 of people lulling them all into endless sleep, and it all mine!''
Erigot and the other Elsenwald wizards then proceeded to hijack the train to their destination.
''HAHAHA! And so it begins, let's move forward men!'' he ordered as the other dark wizards operated to the train, heading to their destination and step of their diabolical plan.
A/N: Well that a wrap for the first part of the Elsenwald arc I hoped you enjoyed this chapter.
I got Nightmare from Kjmarch on DeviantArt. Nightmare's powers are Umbrakinesis, Darkness Constructs/Weapon, Flight, Telekinesis, Invisibility, Intangibility, Energy Beams, Mind Control, Claws, Teleportation.
More OG aliens will appear in the story in future chapters. Like Ultimate 10's Ultimate Fairy Ben will have a Dragon form in the story as well.
Ultimate Terraspin will appear in the fight against Erigor.
Well that it for now see you guys in Elsenwald Part 2 later.