Chapter 91 - 6-

Chapter 6: The Phantom Lord Strikes

Few Days Later…

Magnolia

Ben was driving the Tenn-Speed bike back to Magnolia as he raced down the road. He had completed a job from Hargeon, while luckily making sure nobody knew who he was by not using Diamondhead and Rath, or XLR8. It was a simple delivery job, made easy and now he was heading back with his pay and all. However, as he was traveling down the road, he heard voices coming in close, as he got closer.

"Put together me, Happy, Erza, you and Underpants-Man and there's no job we can't do together!" An energetic voice said.

"Don't call me Underpants-Man." A familiar voice shouted in protest

"Then get help for your Stripping Problem!" A feminine voice argued.

He was close enough to pull over, and joked out, "Hey, fellahs. What's the beef now?"

Team Natsu stopped fighting long enough to see Ben stopping right next to them. He hopped off, as he walked alongside them with his bike. They began their walk back to Magnolia as Ben asked, "I take it your job didn't go so well? Seeing as how Hothead McGee and Stripper-Man are arguing again?"

But both boys shouted, "DON'T CALL ME THAT!" But Natsu cleared his throat, as he pointed out, "And to be honest with you, it was a great job!"

"The client really appreciated it as well, sir," Happy chimed out, flying all around them.

Gray shrugged, back to wearing his pants again, "Well, we finished it up real quick, since it was there."

"Really," Ben asked, as he looked to Natsu, "You really gonna let him outshine you like that."

Lucy sweat dropped, seeing where this was going, "Ben, where are you going with this argument?" he winked to her, with a smirk, as she gulped at this, 'I knew it…'

"Yeah, Ben's right," Natsu snarled at Gray, "And what makes you say that, you jerk?"

"I'm just thinking about how you were nothing but extra baggage for this job," Gray pointed out.

"And yet, you both cause more problems that Erza's left to try and separate you two bickering children ever could," Ben pointed out. "Compared to Erza, you both make big enough headaches with your bickering, than with her strict school head mistress attitude."

"That's right," Erza pointed out not knowing what she fell into.

But then before anyone could go to another subject, all three of them shouted, "HEY!"

Ben snickered at that, as did Lucy, as she pointed out, "Okay, you all fell into that one."

"Big time," Happy flew around.

Natsu roared out at Ben, "WHY DON'T YOU CHANGE INTO RATH AND THEN I'LL TEACH YOU WANT KIND OF EXTRA BAGGAGE I AM!"

Everyone sweat dropped at that, as Gray grumbled aloud, "That made no sense at all."

"And I have to agree with him," Ben sweat dropped. "Seeing as how at times I turn into Rath, nothing I say in that form makes any sense. Plus in the long sense if I wanted to beat you up again, I'd turn into NRG and take you down when you challenged me last."

"BRING IT ON! I'LL TAKE YOU DOWN LIKE THAT TOO!" Natsu roared with anticipation. "Even if that energy tastes too salty or bitter, it's nothing I can't manage to out-stomach!"

The group stopped the pesky squabble and just walked along back to Magnolia together. But during that time, Lucy decided to bring up the subject of Ben's job. Then Lucy finally asked out, "So, Ben… what job did you do?"

"I was doing a delivery of Lacrimas in Hargeon. It was a cinch, since I could go alien, and avoid getting spotted. Got paid 50,000 which should be enough for food and my house payment."

"Boy, I envy you," Lucy groaned. "You get paid at least with your jobs. I get nothing…" She then cried out, "And I'm having such a hard time with the rent as it is already. I NEED MONEY! PLEASE!"

"Hey, Ben," Happy called him out, as he flew over to his side. "You always talk about your place often, but we never get to see inside of it."

Natsu scooted in, as he smirked, "Yeah! House party for Ben! We're gonna party till the sun rises!"

"No way," Ben monotone stated. But then he smirked, "Although a party would be pretty good…"

"OH YEAH!" both Natsu and Happy cheered.

"For 2,000 Jewel per hour, and 5,000 Jewel for every object you guys break."

Team Natsu face-vaulted, as Lucy whined, "I don't believe this: you're gonna make us pay for every hour we stay in that house!?"

"You're gonna make us pay, Period!" Natsu cried out, all teary eyed that they'd be broke if they did.

But Happy pointed out to Ben, "You know, Ben: being charitable is a sign of being a good friend. Monetary gain would just sully it all away."

"Okay first of all: that was pretty deep Happy." Ben stated but then rubbed his fingers together, stating that he was in it for the mullah, "But secondly: I've seen the kind of fun you guys have in the guild and there's no way I'm letting you go wild in my place without charging admission. I figured with any length of stay you guys would take or if you broke anything, so long as Natsu, Gray, and Erza were involved, I'd charge you for it. Just think of it as paying for insurance."

Gray sweat dropped, "Man sure glad Lucy's not that ruthless."

"I HEARD THAT," Lucy screamed out. She also pointed out, "And why the hell wasn't I mentioned in the team? I'm a part of it too, you know!"

Then Erza smiled to Ben rather gently as she stated, "You know Ben, if you'd like you could join up with us."

Ben sweat dropped at that proposal and waved it off, "Ah, sorry guys. But I'd like to live long enough and get killed by the enemy rather than by you guys." He then smirked, "Besides, I figured I could try to build my own team someday. I mean, I'm pretty good at giving orders. Used to lead my own team back when I was fifteen; Alien Force. Yep. That's what I called it back then."

"You sure that's a good idea," Gray asked.

Ben looked confused on that, as he asked, "What do you mean?"

Gray simply shrugged, as he stated the obvious, "I mean, come on. You've seen the Guild members already. Do you honestly expect to build a team with those guys?"

He thought about it for a moment, and grimaced on the idea, as he sweat dropped, "You have a point there." But then thought to himself, "Although they aren't as bad as you guys in the destruction department."

Later On

Magnolia

The gang had made it quite well back into Magnolia. The only real downside was all the fighting Natsu and Gray were doing verbally, but stopped as soon as Erza sneered at the two. They wouldn't fight again for another thirty minutes. They were about to start another fight, much to Ben guessing on when it would happen. But on their way, a lot of the townspeople of Magnolia were looking at them empathetically, almost like they were feeling sorry for them. However, Ben heard one of them whispering about something, saying that they had just gotten into town, and probably didn't hear the news.

Ben blinked at that, as he looked to the others, "What the heck are they gossiping about us for?"

Natsu shrugged, "Beats me." However, Natsu got infuriated, as he roared out to all to hear, "WHAT'S EVERYONE GAWKING AT!? BEAT IT! SCRAM! HAAAAAAAAAAAAAAAAAAAAAAA!"

Ben sweat dropped, "Okay, that's taking it overboard."

"What is he? A person or an animal," Lucy sweat dropped at the scene. But then she suddenly bumped into Erza's back. Stumbling a bit, Lucy stopped just as she and Ben looked to the others as she asked, "Hey, why'd you stop?"

Ben tapped her on the shoulder to get her attention, as she now turned to see what he saw along with the others. She went wide eyed as she and everyone else saw that the Guild had been nearly torn apart. The roofs had been smashed, the walls barely holding together, and giant metal rods were found surging out of the center of it all. All in all, the Guild had seen better days than this.

Ben sweat dropped at the sight as he joked, although still shocked to see the Guild as it was, "Whoa. I know you guys start out a lot of fights that wreck the inside, but this one takes the cake. Either that or one of the members decided to try and give the place a new look by giving it piercings."

"Sorry but it was none of the above." Makarov spoke up, suddenly popping in front of everyone, along with a much relieved Mirajane.

Mirajane smiled at them all, trying to hide her worried nature, "I'm just so glad that you're all alright."

"Uh yeah," Lucy shrugged, but then pointed to the Guild "But what happened here?"

"It was Phantom Lord." Mirajane answered, looking rather shook up just by saying the name.

Ben blinked as he asked, "Phantom Lord? Who's that?"

"You mean Phantom did this!?" Natsu turned around, looking pretty angry.

Getting fed up with all the mystery, Ben shouted, "Hello!? New guild member; doesn't have a clue! WHO'S PHANTOM LORD!?"

"It's not a who, it's more of a what." Makarov calmly explained. "They're a Guild much like Fairy Tail. And you might say… that Phantom Lord is the second most powerful guild in all of Fiore."

Ben blinked, "They're the second strongest? So why did they even do this to the Guild?"

Makarov sweat dropped at that, as he scratched his chin, "I think it has something to do with me and Jose, the Guild Master of Phantom Lord…"

Cellar Basement

The Cellar Basement was a downstairs storage facility for the Fairy Tail Guild's supply. But it was mostly where they kept the extra kegs of booze and it was strictly off limits to Cana. But at the moment, what Cana was doing right now was brooding and was far too pissed off to get drunk on the spot. Even Team Shadow Gear was present, as well as the other Mages who heard about what had happened. However, a makeshift bar was in place, allowing Mirajane to work and Master Makarov to sit and ponder on how best to explain the situation to young Ben. Who at the moment, was sitting on a stool and awaiting Makarov's explanation.

"So let me see if I can get all these facts straight." Ben said, as he recounted all of what Makarov had explained to him earlier ago, "The Guild Master of Phantom Lord, Jose, is one of the Ten Wizard Saints? You two knew each other way back then and for some odd reason he's determined to bring Fairy Tail down just to make himself number one? And the only way he can do that is to vandalize and harass Fairy Tail, like he did right now?"

"Actually, the attack happened last night." Mirajane confessed, feeling rather down at the moment. "It was a New Moon, so there wasn't much light out to see who it was. And it happened so fast as well."

"We've always been on bad terms with Phantom." Jet added.

"Maybe we should go crush them." Droy shot back, smacking his fist into his palm.

"I said to stop that." Levy said to them, making them stop, as she explained, "We're up against Phantom... ThatPhantom..."

Ben scoffed at that, "Oh, come on. They can't be that good." But then he noticed all the worried looks on some of the members' faces as he gulped, "Are they?"

Mirajane nodded, as she pulled out the latest release of Wizard Weekly, "According to an article on this latest issue, Master Jose of Phantom Lord, is said to be on par with Master Makarov. And if that's not any worse, the Element 4 are also something to worry about. They're supposed to be the most powerful S-Class Mages in that guild ever. And it gets even worse."

"It gets even worse?" Ben asked, sounding rather worried about what else was to come. "There's something worse than the Guild Master and an elite team of S-Class Wizards?"

"Is Phantom really all that amazing," Lucy questioned too, sounding worried as well.

But Natsu huffed, as he grumbled, "Those guys ain't nothing."

"No..." Erza pointed out, sounding more serious than usual. "If it came to blows, mutual destruction is ensured. Our offensive powers are about equal. Master Makarov is said to be on par with Master Jose, also one of the ten wizard saints. Then there are the Element 4, their S-class level wizards. Our biggest worry is "Iron" Gajeel. He's the one I believe is responsible for the attack on the guild. The Iron Dragon Slayer."

Ben paled at that, as he asked, "So… that's worse than the 4 and the Guild Master?"

Makarov simply shrugged, as he whimpered, "Mmhmm."

"Dragon Slayer? There are ones other than Natsu," Lucy questioned, sounding equally surprised as Ben was. "So does that mean he like...eats iron and stuff?"

Ben grimaced, "Man, if he wasn't, his teeth would look like a freaking shark's mouth." But then noticed something of interest in the magazine. He pulled it away, as he looked on the page and was equally amazed by what he was reading aloud, "The latest and most mysterious member of Fairy Tail other than Mystogan, is the rookie named Ben Tennyson. Who also seems to call himself Ben 10 for strange reasons." On the page, he also took notice of some photos of his various alien forms, which he nodded "At least they got all my good sides."

Ben looked at his article in the Magazine, and read the title out loud, "Ben Tennyson: the Legion of Fairy Tail?" Mirajane nodded, but he asked, "Where'd they come up with that?"

Mirajane blinked at that, as she cheerfully remarked, "Well, if a wizard gains a reputation, they're sort of given a symbolic nickname."

"Oh, you mean like Billy the Kid?" Ben asked.

Mirajane blinked before she nodded slowly, "Yeah… even though I don't know who that is… we all have one that are known for. Natsu's known as Salamander. Erza's called Titania Erza; Titania meaning the Queen of the Fair-Folk." She then pointed to her fuming brother, "My brother, being called Beast Arm Elfman." And then she pointed to herself, "And before I retired as a field Mage, I was once called; The Demon."

Ben blinked at that last one, as he asked, "Why would they call you The Demon? No offense but your nothing like one since your nice, friendly, beautiful and quite frankly seem to be the least weird or insane member in this whole guild besides Lucy?"

Mirajane blushed at Ben's comment as she giggled while holding her cheek in a cute manner, "Oh, Ben… you know just how to make a girl feel special."

Suddenly, Elfman ran into his face, as he roared out, extremely pissed off, "IF YOU THINK YOU'RE MAN ENOUGH TO TRY AND DATE MY SISTER, THEN YOU'VE GOT ANOTHER THING COMING TENNYSON!"

Ben gulped, "Uh… okay…"

"Forget it Elfman…" Cana suddenly popped up, as she suddenly looped her arm around Ben's free right arm… and breast-squeezed it, causing Ben to blush out like crazy. "Besides… he's man enough for me."

Ben managed to pull away, even as Cana pouted, as he said, "Hold that thought."

"Well, in any case, we need to reconstruct the Guild," Makarov groaned and whined out. "And knowing the Council, they'll be interrogating non-stop like crazy!"

"I could fix it." Ben simply said, gaining a lot of stares from everyone. Finally they all laughed aloud, as Ben sweat dropped, "I uh, wasn't joking."

Outside

Everyone was present and watching Ben, as he turned on the Omnitrix and went through the selection. He smirked as he found the right one, "Alright. This is a job for…" and gently pressed down on the dial, as he disappeared in a green flash, in his place stood the form of his choosing.

He was now a robot-like alien with a larger body; his skin was made of copper or a brass-like metal with black stripes and a transparent piece of green hexagonal glass, revealing gears inside of him. He had a translucent window on their body which displayed his innards, which appeared to be various gears. He had a round, short head with a semi-triangular appendage on top. On his back, he had a black stripe that splits in two stripes with a keyhole between them. And on the glass piece on his chest, the Omnitrix symbol was in the center.

"Clockwork!" he called out and shot his fists in the air. "Wundeva!"

Omnitrix Encyclopedia

Chronosapien A.K.A Clockwork 

Clockwork is a Chronosapien from an unknown world; possible one that exists between the boundary of time and space itself. Chronosapiens are a species of mechanical lifeforms. They're robotic, metallic and appear to be more machine-like than biological.

Clockwork possesses chronokinesis (controlling time), which is a type of kinetic manipulation and reality manipulation ability. He also possesses chronoportation (time travel) and chronopathy (powers linked to the timeline). Like all Chronosapiens, Clockwork can travel through time. Clockwork can fire green time rays from his hands which can send people back in time or to age an object/person to dust. Clockwork can fire more powerful, lighter green time rays from his chest. 

By rotating the winch on his head, Clockwork has the ability to create a projection of what happened in the past. He can also slow down time around himself so he can seem to move very fast.

Chronosapiens appear to be fragile and easily able to be damaged. A Chronosapien's metallic body can be broken by sufficient force, and they can fall into a powered-down state in which the light in their torso as well as on their face goes off and they cease moving. Chronosapiens are slow runners and tire quickly.

"Quite point in frank Fraulein," Clockwork spoke to her, using a German accent. "I can do stuff like zis."

He put his hands out and then the gear key on top of his head began to turn counter clockwise before he fired a wave of green energy looking sound waves. Once that happened, the entire Guild house was bathed in a green energy of sorts. Once that happened, it appeared that the entire Guild was being repaired all by itself. Or rather, it was like time was rewinding for the entire guild hall. The iron pillars on the guild shined before vanishing. After that all the holes on the roofs and wrecked parts on the guild began to be restored to their former glory. Once it reached to the point where nothing happened at all, the green energy died down as Clockwork was done.

He hefted at the work, and groaned, "Whoof, Zat was so much verk zan I zought it wuud be." Clockwork said before he turned back into Ben in a green flash who turned to the guild members who all had dumbstruck faces.

"So what'd you think? Is everything back to how it was before it was trashed?" Ben asked with a grin.

Instantly all the guild members surrounded Ben cheering for him and thanking him for their restored guild. Most of them were patting him on the back, saying thank you and one of them even ruffled his hair much to his protest.

"Your awesome Ben!" Lucy said happily at seeing their cherished guild back to how it should be.

"You did a real good job fixing the place up." Gray said with his arms crossed in impression.

"YEAH NOW WE'RE BACK IN BUSINESS!" Natsu shouted out in excitement.

"Aye Sir" Happy simply said.

"Guys I appreciate the gratitude but you're suffocating me and I could use a little space." Ben said a little wheezy since they were all pressing against him roughly all trying to thank him.

Hearing his request they all separated a bit to give him breathing room which Ben instantly used to catch a breath.

"Sorry about that Ben, we're just glad our guilds back to normal thanks to you." Lucy apologized since she was one of the people suffocating him.

Ben just waved it off. "Oh come on it was no problem; I just wanted to lift the bad atmosphere everyone was feeling."

Erza gazed at the fully repaired building as the rest of the Guild flooded in with raised spirits, thanking Ben on their way in.

"Good work, Ben." Erza complimented. "That was very kind of you."

She then grabbed Ben's head and lightly slammed it into her armored chest. It was her way of showing gratitude or apologizing to her friends, in this case both. When she let go, Ben stood up a bit, with his face flushed. He was just thankful her armor stopped him from feeling her breasts. Even though he hadn't seen her without her armor he just knew that Erza had to have her own set of large breasts like practically every girl in this world. The view he got from her battle armor against the drone which exposed a large portion of them was a clear indication of it.

"Uh…no biggie," Ben grinned as he winked, "Don't forget: it's part of my hero code. My motto."

"No kidding!" Wakaba shouted. "This kid's a miracle worker with his Magic."

"Still we're glad to see our guild restored. Now we can move out of the basement and back to the main floor." Mirajane smiled sweetly which made Ben feel a little flustered. Man her smile really light up the place and the fact he bought a subscription to Sorcerer Weekly where all of Mirajane's modeling photos in swimsuits were shown didn't exactly help him to keep cool.

"Ahhh you keep impressing me more and more." Cana said as she was suddenly hugging Ben from behind with her arms around his neck as he felt her large breasts pressed against his back which made his face redden at how they felt. He was glad he had his jacket on to help lessen the feeling but boy did he still feel them. "If you keep this up I'll really try and get your attention more."

Nervously he untangled himself from Cana's hold. "Uhh…thanks Cana but…I'm just not looking for a relationship now." He said nervously as despite what he said he did find Cana to be sexy and very good looking. Heck she could win beauty pageants back in his world without even dressing for the parts. But he knew that he couldn't grow too attached to anyone because he didn't really belong in this world.

"Smart move." Everyone thought.

Cana pouted before getting a smile again. "Hmm well maybe not now but I'm sure you will in time and when you do give me call. I'd like to be first in line." She said teasingly before winking and heading inside the restored guild.

"Boy you are one lucky guy Ben. I can't remember the last time Cana took an interest in a guy." Macao said with a sheepish grin. While he may find Mirajane to be the best looking girl in the guild that didn't mean he didn't the others like Lucy and Cana to be beauties as well who he'd wish he could date.

"He definitely has a better chance than you Macao. Wakaba said smugly at how a boy less than halve his age already has better luck with the girls than he did when he first joined the guild. Less than a month in the guild and he already has Cana on her sights.

"What's that supposed to mean!?" Macao said angrily.

Wabaka butted heads with Macao. "You heard what I said. He's better than you in getting girls than you ever were.

"I'm better than you and I got a great son to prove it!" Macao shot back in his face as they started an argument.

"Okay I'm officially getting out of here." Ben said suddenly and turned away.

"Why are you leaving?" Erza asked seeing him leave.

"Cause they're about to start fighting and that's usually the sign of another all around rumble about to start. In which case I'm getting out of here before it starts cause I'm not going to keep playing peacemaker." Ben said while getting more distance.

"Are you going home?" Erza asked while catching up with him to talk a little more.

"Not right away, I got some stuff to do in town first but after that I'm going straight home. After the job I finished I feel like I really need a shower." Ben said before continuing to walk on as Erza stopped following him.

Later that day at Ben's Home

Ben had come back to his home, and was calling it quits for a well worked afternoon. However, things were lingering in the back of his mind. Like why they hadn't come up with a counterstrike against Phantom Lord. But then he remembered that Mirajane said it would bring about the Council's attention, and that it was forbidden for any Guild to attack one another. But considering this, he'd figure that it would be better that he get out of there faster. And considering now was the best time, he decided to try it.

He switched on his Omnitrix, and scanned through, until he found was he was looking for. He sighed deeply, as he groaned, "Man, I really wish there was a better way to do this. But right now, this is the only best chance I got." He found the form and lightly tapped the lens, signaling the transformation. And in a flash, there stood his new form.

He was now a humanoid alien, physically muscular and appeared to have the body of a male in his mid-twenties. His body was all black, excluding his hands, which were white. He had tiny white star-like spots all over his body. His eyes were green with no pupils, and on his head were three small horns. His chin was bigger as well, and on his chest was the Omnitrix symbol. This was Alien X, Ben's most powerful alien hero…but at a price.

"Alien X!" The voice of Alien X spoke which strangely sounded like 3 people. One adult male, one adult female and the third being Ben himself.

Omnitrix Enciclopedia

Celestialsapien A.K.A Alien X

Alien X is a Celestialsapien from the Forge of Creation. He is arguably Ben's most powerful Alien form ever. Celestialsapiens prefer their shrouded existence at the Forge of Creation, as opposed to being involved with the "petty going-ons" of the rest of existence. 

Celestialsapiens possess two personalities, such as a Voice of Love and Compassion and a Voice of Rage and Aggression. Both of a Celestialsapien's personalities have to agree with each other for the Celestialsapien to perform any sort of action. However, due to their contrasting personalities, this hardly ever happens. When the Celestialsapien speaks, both voices speak in unison and, depending on what the voices agree on, they say "Seconded!", or "Motion carried!" if they agree; they say "Motion denied!" if they disagree. In Alien X's case, two out of three or all three of his personalities have to agree for Alien X to do something otherwise Alien X will remain motionless. 

Alien X is omnipotent, being able to warp reality, time, and space to any level he wishes. Alien X's reality warping is so powerful, that even his mere thoughts can become real. Alien X can create time waves to reverse anything. Alien X can create an entire universe at will, albeit a minor change. 

In order for Alien X to perform any action, including simple movement and transforming back, at least two of his personalities must agree to do so. This has proven to be a major weakness, as Serena and Bellicus weren't interested in dealing with present affairs and wanted to finish past ones that weren't possible to deal with without Ben. The said weakness was referenced by Paradox, where he revealed that there is an alternate timeline where Albedo transformed into Negative Alien X and was stuck motionless for nearly a year. Alien X is vulnerable to having his powers absorbed, as Ben and Azmuth have implied that Darkstar and Osmosians can absorb his omnipotent powers however it was later revealed that absorbing their power also causes them to acquire their 2 personalities which give them the same problem in using them like Ben. Only newborn Celestialsapiens don't have their personalities developed which would make them perfect to absorb so that they can use them how they please without having to get motions granted.

It is rumored in legend that Celestialsapiens were actually the creators of the universe and that they've existed since before it was formed, leading many to wonder how the very first celestialsapien came into existence.

5 minutes earlier back in the outside world in an area away from Ben's house

Erza, Lucy, Gray, Natsu and Happy were making their way up to Ben's house, with Natsu and Happy zipping back and forth from trees, to bushes, to rocks and anything big enough to hide them while they closed in. The two silently called out, "Ninja."

Gray blinked, as he stated, "You two are idiots, you know that right?"

"YOU'RE ONE TO TALK, STRIPPER BOY!" Natsu roared out in anger.

"Aye Sir, Natsu remember the way of the Ninja." Happy shot up getting his attention.

"Oh right," Natsu nodded, as he got into stance and chanted, "Ninja."

Happy did the same, as he made the same stance, and nodded, "Ninja."

"Well, you guys go on and play your silly Ninja stuff," Lucy sweat dropped but then asked aloud. "Remind me again why we're bothering Ben?"

"We need to stick together during this time right now." Erza stated, as they walked towards his home. "And Ben's place seems like the biggest to hold up in."

"I don't know, I think it'd be kind of rude if we just popped up uninvited," Lucy stated but then grumbled, as she glared at everyone, "Like a certain bunch of people I know of."

"True, but his place, I've heard from Mirajane is much bigger than where you live," Erza stated.

"Plus we've never been to his place before and I'm curious myself. Aren't you?" Gray asked Lucy who just fumbled her words incoherently. It was true that she was curious to see where Ben lived especially when she heard he got his own private residence.

"Yeah I admit I am but don't you remember how he said he'd charge us for staying in his home by the hour and how we'd have to pay extra for anything we break?" Lucy reminded them.

Suddenly the others all stopped at remembering that as they thought about it. Natsu however was the first to respond.

"Ahh I bet he was just kidding around about that." Natsu waved it off.

"I don't think he was." The others all thought before resuming their walk to his home.

"So what kind of place is it?" Lucy asked wondering if any of them knew anything about their newest members residence.

Gray and Erza thought about it for a moment.

"Not really, we just know that Ben somehow managed to acquire a private house after he kicked Natsu's ass." Gray answered which Natsu overheard.

"HEY I COULD'VE TAKEN HIM!" Natsu shouted which instantly got Gray to headbutt him as they were now glaring at eachother.

"YEAH RIGHT, HE WHOOPED YOUR SORRY ASS REAL GOOD, AND YOU KNOW IT!" Gray proclaimed angrily to him.

"I BEAT TWO OF HIS FORMS AND I'D LIKE TO SEE YOU DO BETTER!" Natsu shouted back in rage while trying to use his head to push Gray's back.

"YOU DIDN'T BEAT THEM YOU IDIOT! HE CHANGED OUT OF THEM CAUSE HE SAW HE WAS GETTING NOWHERE WITH THEM! ALSO I BET I COULD DO BETTER THAN YOU AGAINST HIM!" Gray challenged.

"HA! JUST TRY IT!" Natsu challenged back.

"I wouldn't do that if I were you Gray." Erza suddenly spoke up getting their attention as they broke off their staring/head wrestling contest.

"Why's that?" Gray questioned.

"Cause you'd lose like Natsu did." Erza said bluntly as if it was a fact.

Gray, Lucy and Natsu all got raised eyebrows from hearing that. Erza hardly ever just said they couldn't beat someone.

"You don't know that for sure." Gray said a little angry at her just dismissing any chance he'd have at beating Ben without even seeing him try.

"I'm pretty sure about it after seeing how he beat Natsu." Erza continued to say. "He fought Natsu to learn all about his magic and physical abilities and then when the time was right he used a form that was the perfect counter to all of Natsu's skills. How do you expect to beat someone that seems to have a form for dealing with any opponent he's confronted with?"

Despite hearing her logical sense Gray wasn't deterred. "My powers are ice not fire and I'm definitely smarter than Natsu. I'm sure I could do better than him against Ben." He said believing he had a better chance.

Erza looked back at him for a moment before facing forward again. "Maybe or maybe not. However I don't know how much better you might do than Natsu but I do know it's unlikely you could beat Ben." She restated.

Gray just shot his hands into his pockets. "Hmp well I'm definitely going to challenge him one day to show you." He said as he saw that they were in the clearing of the forest and that Ben's house should just be over there.

They all walked out of the trees to see Ben's house and when they did they all stopped and started at it in awe from the distance behind the front gate.

"THAT'S HIS HOUSE!?" Lucy said while pointing to the two stories but luxurious looking place.

"How the hell did he afford that place without even taking a job first?" Gray questioned since the place was better than his own house.

"I'd certainly like to know myself." Erza said while admiring the house from afar. It wasn't big like a mansion but it certainly looked like it could be sold as a small one. It had a charming quality to it, like the kind of place you could raise a family in.

"Let's get in right away. I'm dying to see the inside." Natsu said before he ran to the front gate with the others following. They all stopped at the front gate when they saw something. On the side of the gate on the wall there was some kind of panel with buttons.

"What the heck is this thing?" Natsu said looking at the device in curiosity.

"I don't I've never seen it before." Lucy said perplexed as she looked the panel over.

"Who cares, aren't we here to see Ben?" Gray reminded everyone.

"Yeah so let's just get in already." Natsu said before he inhaled a large breath.

"Natsu what're you doing!?" Erza said in worry that he was about to his his dragon roar to blast the gate door open.

"HEY BEN ARE YOU IN THERE!" Natsu shouted out as Lucy and Gray covered their ears while Erza merely cringed from the loudness before she decked Natsu over the head where he now produced a large bump on his head.

"You idiot don't just shout like that all of a sudden!" Erza reprimanded the downed dragon slayer .

"I'm sorry." Natsu said apologetically while he was still face flat on the ground.

"Well if he didn't hear that then maybe he's not home yet." Gray commented since he found it impossible that Ben couldn't have heard that loud greeting.

"Then I guess he's still in town." Lucy asked while being only a little worried about how late it is for him to still be out.

"Then let's get inside!" Natsu proclaimed as he got up to the gate then forced it open using his strength.

"I don't like this, it feels like we're trespassing." Lucy said nervously and with some uncertainty. She was a well mannered girl who despite having a small amount of mischief in her was someone who respected people's privacy and property which is why she was one of the only people in Fairy Tail who didn't break anything… at least not on purpose.

"Ahh come on Lucy, we'll be able to surprise Ben once we're inside." Natsu insisted.

However once Natsu and Happy waltzed in on Ben's front yard an alarm suddenly echoed across the whole place as the light bulbs on Ben's front door flashed red and were spinning like a double lighted red light house.

"INTRUDER ALERT, INTRUDER ALERT, INTRUDER ALERT!" A computerized voiced cried out.

"Huh? He has an alarm!?" Happy panicked.

"I think we should leave immediatetly, he obviously doesn't like people trespassing." Lucy said urgently and a little fearfully since she was getting a bad feeling they were going to get in trouble when Ben got back.

"Ahh forget about that, we'll just turn it off when we get inside." Natsu said dismissively while moving forward.

Erza however sensed something. It was part of her natural instincts that told her when something was wrong or there was danger around the corner. "NATSU WAIT!" she shouted but it was already too late as Natsu stepped on the grass.

Suddenly the ground shook a bit before multiple patches off grass sunk to the ground and many opening gates like the kind used for launching missiles opened up and many magic riffles hooked onto metal claws came out and were now pointed at them. The strange thing was that they looked different, more metallic, bigger and the fact each metal claw had four gun barrels instead of one.

The Dunce Duo gulped, as they mouthed aloud, "Uh-oh."

Then all hell broke loose when all claws spun like gatlings and then a rain of laser fire rained down on them.

Inside Alien X's Mind

Ben was now present within Alien X, as outside it stood straight as a board. In Alien X's head, Ben was present there. His body was encased in a black jumpsuit, similar to what Alien X's body was, with a green trim around the neck and left shoulder, with the Omnitrix button present on the left chestplate. This was a new measure Azmuth had made in case the arguments with the two other personalities became… undecided. It would allow him to undo the transformation with just a touch of the chestplate even if Bellicus and Serena didn't come to an agreement about letting Ben leave.

He was now in a place that looked like a section of outer space but there were no planets or signature stars in sight. It was like an uncharted course in space that was devoid of any life or creation.

The two that were presently with him, were in the form of two green faces. One was a frowning angered male face, named Bellicus, the Voice of Anger and Aggression. The second one was a female mask that smiled; she was Serena, the Voice of Love and Compassion. And with Ben, he was known as the Voice of Reason. Although it wasn't what he classified himself, it was what the other two personalities called him since his first visit.

"Oh look Bellicus, Ben has returned to us, motion to greet our dear guest and hear him out?" Serena asked in her loving voice that matched her personality.

Bellicus however just turned away. "Hmp motion denied. Everytime he comes here he just wants to use Alien X's powers for one reason or another."

Ben flinched a little at Bellicus jab at him since it was pretty true. He only ever become Alien X when he needed to use its powers to save the world. He never really turned into him just to talk with Serena and Bellicus. Although there was that one time last year when he did turn into Alien X just to talk about stuff but that was a different matter which didn't end that well when he wanted to leave.

"Come now Bellicus, surely you know we've been deliberating about what to do since our existence. Surely you don't blame Ben for our lack of simple conversation?" Serena asked the representation of anger.

Bellicus turned to face her and simply stared for a moment before sighing. "Fine motion granted." He said which got Serena's smile to widen before turning to Ben.

"Hello Ben, it's so nice to see you again. We haven't seen you in a while." Serena greeted.

Ben nodded and smiled to Serena and decided to try and break the ice. "A while you say. Doesn't it seem like only a few moments for two beings that have lived since who knows how long? I mean doesn't time seem to move slowly for you two?"

Serena nodded at the question. "Well that's true, although that doesn't change the fact that the amount of time that's passed is the same as on the outside."

"Oh well that's interesting I suppose." Ben said while trying to keep the flow going.

Bellicus however was growing tired of the simple talk. "Cut to the chase Ben, what brings you here?"

Ben frowned at seeing his attempt at making friendly conversation now gone. "We'll I'm not sure if you both know this but I've ended up in…"

"In another dimensional universe, yes we know." Bellicus interrupted.

"This is quite an interesting and beautiful world. It's so full of life and clean nature unlike your Earth's version full of disruption and pollution," Serena commented.

"Umm…yeah well anyway as you may know my archenemy Vilgax, evil twin Albedo and this new guy called Death have also…"

"Ended up in this world along with you, yes we're aware of that," Serena interrupted this time.

"Okay well I would like to request a motion to use Alien X's powers to return to our dimension and take Vilgax, his guys and all the tech from our world back with us as well." Ben requested.

Bellicus turned to Serena. "Is there a second?" he asked Serena who didn't say anything. "Motion defeated."

Ben groaned. "Come on you guys, I'm trapped in a world I don't know with none of my friends or family here. I need to get back to my home, to my friends and family."

"We already defeated the motion." Bellicus said annoyingly at Ben's continued argument over the motion.

"Then how about we reverse time and make it so that the portal didn't suck in Vilgax's ship along with me and them?"

Bellicus and Serena looked at eachother to see if the other would agree but they neither spoke up. "No." both shouted.

Ben now looked annoyed. "Then how am I supposed to get back home!?" he spoke a little louder.

"Figure it out for yourself." Bellicus stated. "Besides using our powers as a one way ride back to your world is an insignificant task and not worth our time."

"Not worth your time!? I may never see my world, friends or family again and you call that insignificant!?" Ben questioned in growing anger.

"Well surely you can find a way to go back home yourself dear Ben?" Serena said with some sadnesss in her voice at denying his motions. "Besides this world is so much different and better than the other one that we want to see more of it. There's so many creatures and plant life that we've never seen before."

Now Ben had a raised eyebrow. "How's that possible, I thought you guys knew just about everything about all worlds?"

"We know almost everything but not about all dimensions." Bellicus began to explain. "This world is clearly one that a different celestialsapien created seeing as how it hasn't had contact with any alien life."

"Then does that mean aliens don't exist in this dimension?" Ben asked in wonder.

"That's something we're uncertain about. Although this dimension is clearly a private creation the celestialsapien made for itself that doesn't mean aliens couldn't have stumbled into this world like you. However we do know that there are no celestialsapiens in this dimension since there isn't even a Forge of Creation in this world although honestly that's not surprising since there's only one in all of the different timelines connected to our original dimension," Bellicus finished.

"So then I guess I'm on my own huh?" Ben said dejectedly at seeing they weren't going to help.

Serena had a sad look now. "I'm sorry Ben but rules are rules, if we can't agree then we can't act." However her sad smile then turned upside down into a happy one. "But don't let it worry you, I'm sure you'll be able to find your own way back or eventually your friends will find you."

Ben looked up in uncertainty. "How would you know that? Did you see into the future or something?" he asked a little hopeful on the last comment.

"No I haven't nor could I without a motion for it. But I do know that you have personally managed to overcome everything you faced so surely you can have hope that you'll be able to get back eventually. So until then we will be enjoying the view of this new world through your eyes." Serena said cheerfully now.

"I motion to resume our deliberation on my motion for stopping the extinction of the dinosaurs," Bellicus asked.

"And that's my cue to leave." Ben said before slamming his chestplate as he vanished in a flash of green light.

Back in the real world inside Ben's home.

Ben reverted back to his old self, and sighed heavily, "Why did I ever think those two could help me?" he walked to the couch, and lay there, as he looked up at the ceiling, groaning, "Great. Now how am I gonna get out of here?" he shifted to the side, as he faced the back of the couch, as he groaned, "Well, it better be fast, because I might want to stay if I find something that'll make me stay here."

WHOOOP! WHOOOP! WHOOOP! WHOOOP! WHOOOP!

Ben whipped around, as he heard the alarms blazing like crazy "The alarms? Someone set off the traps!" he said before he ran outside to deal with whoever dared trespass on his home.

Outside

Once Ben was outside, he sweat dropped as he saw the scene in front of him. There in his front yard was Team Natsu who were all trapped in the defenses his security system deployed. Natsu was stuck in the bottom of a pit, rendered completely unconscious from the knock out gas tanks he had developed and extracted from Gutrot and installed inside the pit. Gray was currently trapped in a heated laser net like a captured animal as he struggled to try and get out or even freeze the net and shatter it… which didn't have much effect considering that the net was made from heated laser energy which can't be frozen over, unsurprisingly he was also only wearing his boxers again. Poor Happy was stuck in a cage as he was flying around inside crying to be let out of the cage and making comments on how he was not a bird to be caged. Lucy was tied to a tree from ropes that were shot out of a bola launcher that had popped out of the ground and was crying anime tears.

Ben sweat dropped at this but then looked around as he spotted Erza behind the wall as he called out, "Erza?"

To his surprise Erza slowly peaked around the wall as if she was afraid and then softly asked. "Is it safe to come out now?" she questioned while looking around to see the others.

Unable to reply at the moment, Ben simply nodded as the Titania of Fairy Tail came out of her cover zone.

"Originally, I had come along with the others to pay you a surprise visit but" she explained while looking at the areas where her team was assaulted by his homes defenses. "However I stopped as I sensed incoming danger among the yard. The others…well…as you can see…"

"Yeah, I noticed," Ben replied with his arms crossed as he clearly showed he wasn't happy about them trying to sneak into his place unannounced as he walked to his front gate. He pushed a button on the panel and spoke to it, "Ben Tennyson 0010…"

All of a sudden even more riffles and even what looked like missile launchers came popping out all over the place, as the red laser dots targeted all the trapped individuals and the exposed Erza. "... and guests." he finished, as the security systems all deactivated, setting everyone free. Natsu was flung out of his pit as he landed painfully on the ground which woke him up instantly, the net Gray was trapped in shutdown as he was freed, Happy's cage opened before vanishing underground and Lucy's restraints loosened allowing her to free herself.

As they all groaned and got up Ben asked, "You guys wanna come in?"

Inside

Things were going as hectic as Ben would have suspected now that Natsu and the others were inside his house. So far, Natsu had raided the fridge, and Happy was flying around crying that there wasn't any Smelt Petunia Smoothies, despite that Ben was trying to perfect the Smoothie process in this realm. Gray was lying on the couch naked again as usual while sleeping soundly, Erza went to look around the place and Lucy seemed to be the only one to be politely enjoying Ben's place and being well-mannered at that as well.

However, he was regretting letting them in, as he tried to make them stop, "YOU GUYS KEEP THIS UP AND I'LL MAKE SURE TO DEBT YOU ALL UNTIL YOU'RE OLD AND GREY HAIRED!"

But just at that moment, Erza popped up as Ben smiled at seeing her, hopefully to ask for order around the place. But then he paled, as she saw her holding a pair of black spandex underwear, as she blushed, "Whoa. You actually wear this?"

Finally, Ben shouted out, going crazy, "OKAY, WHY THE HECK ARE YOU HERE!? SHOULDN'T YOU USUALLY BE AT LUCY'S, DRIVING HER NUTS!?"

"Since the Guild has been attacked," Erza answered calmly, tossing the underwear aside, as if it was nothing, "We can assume that there are still Phantom Lord members in town."

"They probably figured out where everyone in Fairy Tail lives by now," Gray added.

Lucy flinched. "Where we live?!" she screeched.

"Mira said it would be safer if we held up together," Gray clarified. "You know… strength in numbers."

"No offense but based on how you guys got your asses thrown by my security system I'm pretty sure I'm fine on own." Ben retorted as the others flinched at remembering the horror they faced outside.

"Why do you even have that monstrous system and how did you even build it?" Lucy questioned while secretly wondering if Ben could make one for her so that she could finally restore the sanctity of her room and get the privacy she never had.

"I've been buying some magic guns and then tweaking them to improve their fire power. I also bought some metal to construct the traps you saw outside. I figured I should be prepared for anything…" Ben said while the other nodded in understanding. "that and to also keep you guys out since after seeing what you do in the guild and hearing about how you invade Lucy's place I knew I had to make my place Fairy Tail proof." He finished saying which enlisted a loud "HEY!" from the others.

"So why did you guys come to my place besides to try and pay me a surprise visit, which you failed?" Ben asked with his superior smirk on his face that was usually the one that excelled confidence.

"Well after the attack on our guild Master Makarov noticed that someone broke into the cabinet files and appeared to read the files on all of us." Erza said which got their surprise.

"They took files on all of us!?" Ben asked since that sounded troubling. If there's one thing wrong than a strong enemy it was an enemy who is well informed.

Erza nodded. "Unfortunately yes, we believe they may have learned the residential locations of most of us. That's why we're staying together in groups so that we can have eachothers backs."

But then he blinked, "But why my place?"

Erza smirked, "Seeing as how you're the newest member, and that you live outside of town. I doubt Phantom Lord knows anything about you Ben, since you haven't been in the guild for that long."

"That's why everyone in Team Natsu is having a slumber party tonight," Happy exclaimed.

"That and Lucy's a very attractive girl, Ben." Erza explained. "I wasn't entirely comfortable with her being here alone with Natsu and Gray. I felt like I could only relax if I stayed here as well." She then smiled honestly to him, "That and you're a very reliable friend we can trust to be around."

Ben looked at Titania and crossed his arms over his chest. "You do remember… that you guys tried to break into my house, unaware that there was a security system that could turn you guys to ashes, let alone send you to the hospital, right," Ben frowned.

"This is no time to relax!" Natsu inputted angrily.

"So it was already decided that these three would stay with me?" Ben inquired.

"Only Natsu and Gray," Erza corrected. "As I mentioned I convinced them to come along. After all, we are a team and must stick together."

"Yeah but I'm not in your team remember? Also couldn't they have gone to your place," Ben asked, looking to Lucy.

"Hey!" Lucy shouted.

"Whoa!" Happy said, going through a basket of laundry. "You sure have a lot of dirty clothes."

"Hey!" Ben shouted. "You better get out of my stuff or you're dead meat!"

As Happy went through Ben's laundry, a little white strange creature with a yellow drill nose, a Celestial spirit named Plue, had picked up a pink lollipop that Ben had no idea where it came from, off the ground and started licking it. This quickly caught Natsu's attention.

"Hey Plue!" Natsu yelled, "Did you find something to eat? Oh come on, don't be hogging it all!"

"Ahh…" Plue said still licking at the candy.

Plue eventually found a box full of sweets, which he and Natsu began to devour happily.

"I'm gonna catch some shut eye" Gray said, lying on Ben's couch, "so could you please keep it down?"

"That's not even a bed Gray and by the way, where are your clothes!?" Ben shouted, leaning back in his chair by the table. The ice mage panicked when he realized he was in his boxers. "You guys are taking this "make yourselves at home" deal a little too far," Ben moaned.

Lucy popped up, as she groaned, "Tell me about it. Welcome to my world."

"We have a serious problem here," Erza glanced back, looking at the three teenage boys. "Your hygiene, I refuse to sleep in a room that reeks of sweat, much less an entire house."

"But I just took a shower when I got back." Ben protested. He then sniffed his armpit. "And I don't smell bad!"

"I don't wanna take a bath right now." Natsu added.

"And I already got into bed." Gray whined.

Erza brought the three together. Natsu and Gray on the outside while Ben was in the middle. She stood behind them with her hands on Natsu and Gray's outer shoulders. "Come on, boys," Erza urged. "Do we have to take a bath together like we did when we were kids?"

Ben's eyes widened at this. "'Say what!?" He shouted.

Erza then looked at Ben coyly "As for you Ben, you may join us if you would like. I'll even let you wash my back if you don't mind."

Ben turned to her with his completely flustered, his expression portraying shock. "Huh!? What!?" He looked away, as he grumbled, "Uh… are you sure… that's okay?" A part of him would've just outright refused but man Erza was better at persuasion than Cana and he was feeling temptation overcome him.

"Come on, it's not like you're uncomfortable around a girl's body," she asked. "I mean, you were in mine a while back? Remember?"

"Yeah, but I never tried anything with it!? All I did was change into different outfits when I was trying to bring out some of your armor." he confessed.

"What kind of relationship do you guys have!?" Lucy shrieked, equally stunned as Ben.

"Erza's ultimate team!" Happy commented.

"More like strangest team." the blonde countered.

Meanwhile

Phantom Guild

The main hall of the Phantom Lord Guild was a dark, large stone walled room with tables aligned everywhere. The torches mounted on the walls were the only source of light in the main hall. Sitting alone at a table was a young muscular man, possibly twenty by the look of him, with long, black hair that was spiked up, and had piercings on his nose and ears, and had seriously serious red eyes that if you looked into them, you'd pee your pants. He wore a shabby, black, sleeveless tunic with silver studded edges, a pair of beige pants, and studded black boots. On his right shoulder was a black wing-like ornament jutting upwards.

This was Gajeel Redfox, the Iron Dragon Slayer, and Mage of Phantom Lord.

The table he was sitting at was covered in a variety of iron materials such as pots and pans. Gajeel was chowing down, not on regular food but rather from the actual metal items sprawled across the table.

"Hey Gajeel, I heard you made a mess out of the Fairy Tail Guild Hall," A Phantom mage who approached him said before smirking. "I also heard that one of their mages, the guy people are calling the Legion of Fairy Tail completely repaired it. Man, sure sucks for you. I mean, after all that work." He then began to laugh.

Gajeel ceased his eating and growled, as he swiftly turned to face the mage. Shockingly, Gajeel's arm transformed into a black iron pillar and extended out, slamming into the fellow's face and sent him careening back. The other Phantom Lord wizards who witnessed this all began to laugh loudly.

"How many times do I have to tell ya?" Gajeel growled as his arm reverted from an iron pillar back to normal. "I don't like to be bothered while I'm eating! And besides" he stopped as he stood up on his table, glaring at all his Guild mates, "…whether their precious Guild Hall was repaired or not, those Fairy Tail clowns have got nothing on us. We're way more powerful than they could ever hope to be."

His Guild mates all agreed.

"The dye has been cast." A voice said. Everyone looked up to see a tall figure standing by the railing of the second floor, his form was shrouded by the darkness. This was the Guild Master Jose. "I compliment your excellent work Gajeel, despite that Fairy Tail's newest member undid all of it."

"After that little stunt, I realized that we weren't hard enough on them." Gajeel jeered. "So, I decided to leave them a little something extra. A present, one that's sure to get those Fairy Tail's panties in a knot."

"Very good, my boy," Jose praised. "Be sure to not bring any harm to you-know-who, if you please?"

Gajeel only grinned wickedly.

The Next Day

Magnolia Park

The next day, Team Natsu, and a still groggy Ben were preparing to head toward the repaired Guild Hall. Ben had been up all night, making sure they didn't trash the place, let alone go down in the basement. That area was off limits, and yet the forbiddingness of the idea enticed Natsu and Happy to try and break in there. It took him all night to make sure they didn't get in there and he had to stay up and drink coffee the whole night around. Note to self, replace door with a metallic security lock door and make it inaccessible to those without a password or something. Though what would happen next woke Ben up immediately and made him forget all about his sleep.

They spotted a disturbance in Southgate Park. They approached a large crowd, composed of a big sum of their Guild mates and town citizens, which was gathered at a large tree in the center of the park.

They were concerned, everyone looked horrified. When they spotted the commotion Ben and the other gasped in horror. Hanging from the trunk of the huge tree was Levy, Droy, and Jet. All three of them looked seriously beaten up. Iron clamps were keeping them pinned to the tree trunk, and painted on the tree was the Phantom Guild mark.

"LEVY!" Lucy cried.

Natsu clinched his fists, his eyes burning with fury. Ben was feeling a similar sense of anger as he glared at the Phantom mark on the tree. He gritted his teeth, as he kept his emotions in check. However Ben couldn't say the same for Natsu, not that he could blame him. The teen hero didn't know these Phantom Lord guys, but they had hurt his friends and placed them where everyone in town could see them. It was a moment like this that Ben realized he had to stay in this world for now. After all there was no way he was going to let bad guys get away with something like this. A true hero didn't leave those in need.

"I don't care if I know them or not. They've gone too far! Nobody messes with my friends and gets away with it!" Ben thought, clinching his own fists.

The crowd grew silent and cleared a path for Master Makarov. Instead of his usual attire, he was wearing black pants and a white coat with the Ten Wizard Saint symbol on the back; though he still held his cane in his hand.

"I can take our headquarters being reduced to rubble." hissed Makarov "But I will not allow harm to come to my children without TAKING REVENGE!" His grip tightened until it promptly crushed his cane's shaft.

Suddenly, golden light began to shine from beneath the old man. Ben took a cautious step back. He had never seen Makarov like this and he could feel a scary amount of power radiating off of him.

With an enraged scowl on his face, Makarov yelled, "We have no choice but to go to war!"

The members of Fairy Tail roared out, as they prepared themselves to go on all out war with Phantom Lord. Ben was about to make his way but was stopped by Makarov, as he said, "No Ben. I need you to stay here."

Ben went wide eye with protests, as he shouted, "What!? But the guys…"

"I know you want to avenge Levy and Shadow Gear. They're as much friends to you as Levy is to Lucy," Makarov reasoned. "But most of the Guild will be leaving and our home will be left defenseless. I have a hunch that Jose will use this to try and plan another sneak attack against the Guild. And most of our powerful members are going into battle."

"Okay, but…."

"Just help Lucy with taking care of Levy and the others," Makarov stated, as he pointed him towards Lucy, who was cradling Levy, now that she and Shadow Gear were down from the tree. Lucy was crying for her friend's well-being.

Ben saw the scene unfold him, and remembered how helpless he was when he thought he lost Gwen back on Xenon. He looked to Master Makarov and nodded, "Okay, just be sure to save some for me if they try to invade here okay?"

Makarov nodded, as he led the others towards the location of Phantom Lord's Guild. Oak Town.

Oak Town

Oak Town, located in the Northeastern sector of Fiore, was home to the Phantom Lord Guild. The Guild Hall itself was a large, stone castle-like building that towers above all the other structures in the town. The Phantom Lord members were all lounging around, drinking beer, talking, and laughing.

The biggest conversation topic today was Gajeel defeating three members of Fairy Tail singlehandedly and hanging them up on a tree in a city park for everyone to see. Three wizards were sauntering toward the main doors with smug smirks on their faces.

"Wow." one said, "We should go pick off a few Fairies ourselves."

As they approached the exit, the front doors were blasted off of its hinges by a flaming inferno, sending the three wizards careening back. The Phantoms quickly turned their gaze to the main doors and as the smoke cleared, standing in the door way was a pissed off Natsu Dragneel.

Standing behind him was Erza, Gray, and the rest of the Fairy Tail Guild. Lucy and Ben were both absent, offering to stay behind and watch Team Shadow Gear back at the Magnolia Hospital.

"Fairy Tail has come calling!" Makarov declared.

A group of Phantom Lords immediately jumped at Natsu, letting out battle cries. The Fire Dragon Slayer shot out a wall of fire, blasting back the group, their bodies charred and smoking.

"Alright! Who wants to play with fire!" Natsu roared.

The Phantom mages quickly got over their shock and charged head on at Fairy Tail. Natsu charged head first at the large pack of enemy wizards, both lighting up their fists with flames and punching the lights out of their opponents.

Meanwhile, Macao held out his hand, and chanted, "FISH NET!" Without warning, several bluish-purple tendrils of energy manifested out from a purple magic circle on his hand and wrapped up several Phantom Mages, suspending them in the air.

Macao turned to Wakaba behind him. "Now Wakaba!"

The green shirt man smirked. "On it! Here comes, SMOKE PUNCH!" Suddenly, multiple pink magic fists fired out from Wakaba's pipe and punched the Phantom mages trapped in Macao's net.

As the various members of Fairy Tail and Phantom Lord battled, Natsu was in the middle. A random member had used a bench as a springboard to leap at him; however, the Fire Dragon Slayer saw this coming. He cocked back his fiery fist and delivered a wicked haymaker into the guy's face, sending him flying back across the room.

Back in Magnolia

Lucy had been walking back to the guild to take care of Levi and the others after she had bought some food for them. However on the way back it started to rain when it was still sunny and a strange woman approached her. Then a weird guy showed up and when she learned they were from Phantom Lord she prepared herself for battle but before she could she was suddenly trapped inside a bubble filled with water. She eventually lost consciousness when she felt her air running out.

The attacker appeared to be a slender, young woman with dazzling blue hair, dark blue eyes, pale skin and a curvaceous figure. Her long blue hair was tightly curled at the base. She wore a navy blue coat, a fur shawl with a teru teru bōzu attached to it, as well as a Russian Cossack hat. This was Juvia Lockser, the Water Mage or Rain Woman, of Phantom Lord, as well as one of the Element 4.

The man that appeared with her was a slim man of average height with a tiny mustache and green hair pointing upwards. His right eye was always hidden by a monocle, attached to a slim chain; under it, the eye itself seemed small and round, in contrast to his other, larger eye. He was clad in a formal attire consisting of a brown suit with a ragged collar bearing six prominent protrusions jutting outwards (three on each side) over a white shirt paired with a red tie and simple shoes. He also had on what appeared to be a short cape attached to both of his elbows, linking them. The man kept a very bizarre stance, standing with his head tilted while he oddly swung his body back and forth. This was Sol, the Earth Mage of Phantom Lord, and another member of the Element 4.

The rain that fell due to Juvia's presence seemed to increase as she walked up to the unconscious Lucy. She removed her Water Lock spell and allowed the blonde Celestial Spirit mage to fall from its grasp and into her arms.

"I will take Lucy Heartfilia to Master Jose. Drip, drip, drop," The Water mage stated before turning around and beginning to walk away.

"Oui, my lovely Juvia. You shall...and I will stay behind to deal with mon petite rat." As Sol said that, he turned his head away from the blue haired woman and looked to see the wielder of the Omnitrix running down the alley in the form of a large orange dog-like beast with no eyes, ears, nose, or tail. His teeth were very defined and stick out of his mouth. Three gill-like nostrils were located on each side of his neck. A green and white collar with the Omnitrix symbol acting as a makeshift dog tag, was worn around his neck.

Omnitrix Encyclopedia

Vulpimancer A.K.A Wildmutt

Vulpimancers are a race of beasts that live on the planet Vulpa. They are far more animalistic than humanoid. They can range from an adult human size to several times the size of a human. As they mature, they grow tails and tiger-like stripes on their backs. However, female Vulpimancers have been shown to not gain the stripes as they mature. It has been shown that depending on the environment they are raised in, the Vulpimancer differs in colour. Vulpimancers from Vulpin are orange, while ones from the Null Void can be orange, grayish blue, red or brownish red.

Vulpimancers posses a superb sense of smell. Due to them not having any eyes, their "vision" is made up of a dull 3D mapping of where their scents originate. Vulpimancers can track basically anything by their scent, regardless if they're even miles away. Vulpimancers have superhuman strength, as Wildmutt can rip off the roof of a car with ease, have enhanced agility that allows them to run, jump, as well as climb at a superhuman rate, can dig at a fast speed and are primarily quadruped, however they are capable of standing on their hind legs and punch with their front legs, though somewhat awkwardly.

When they reach a certain age of adulthood they can fire the quills on their backs at a fast rate. At first Ben's Vulpimancer form was too young due to his age of 10 but now that he's 17, Wildmutt has grown enough to now posses this ability, making him a fiercer opponent. It is oddly noted that when Ben turns into Wildmutt he seems to retain some level of intelligence and great control over himself as he doesn't really act like an animal but more like a cunning beast.

Wildmutt snarled as he flared his gill-like nostrils, the world around him appearing like how one would see it through a mixture of X-ray and infra-red vision. Due to being unable to see well as Wildmutt, he is only capable of seeing their outlines and heat signatures, but he picked up on the familiar shape and signature of his guild mate, along with her scent.

Lucy was being taken away by the woman whose back was currently facing him as said woman was walking away.

Wildmutt growled before unleashing a bestial roar. He charged towards the blue haired Phantom Lord mage, leaping right over Monsieur Sol's head, but the Vulpimancer released a cry of shock as he landed on the ground, for as he did so, the woman and Lucy were obstructed from view as a wall of earth rose from the ground, barring his path.

Wildmutt dug his claws into the earthen structure and pushed off to land on the ground. He growled at Monsieur Sol as his flexible body bent like rubber.

"Non Non Non mon petite rat." Monsieur waved an index finger in the way one would scold a child. "Mademoiselle Heartfilia is ours now and so it is only right that you not get the chance to take her back. Oui?"

Wildmutt roared again and charged, but Monsieur Sol merely chuckled.

"Roche Concerto!" Wildmutt growled as Monsieur Sol conjured up a magic seal on the ground in front of him. The earth cracked and shook before it burst apart into large pieces. Cobblestone, brick and rock all flew towards the Vulpimancer, but the agile native of Vulpa leaped along the walls of the alleyway that the two were fighting in and then pushed off of the walls. He continued to perform various acrobatic feats, leaping, twisting and flipping with unmatched agility before pushing off the final rock. Wildmutt flipped in midair and reared back his two forearms, claws extended, before swinging them down.

The earth shattered and a sizable crater formed as a result of the impact, creating a small dust cloud that obscured the Vulpimancer, but Wildmutt continued to growl, but more out of annoyance as he saw his adversary pop out of the ground like one of those moles from the Whack-a-Mole games he used to play when he was ten. No wait...he still played the Whack-a-Mole games.

"Non Non Non!" The green haired Earth mage spoke with an annoyingly taunting voice. "Mon petite rat cannot hit moi. The earth is me and I am the earth, to hit me is to hit the earth. Thus, you have made a crater in a part of moi. You will pay for that mon petite rat."

The dust cloud cleared and Wildmutt growled before slapping the Omnitrix symbol on his collar. A flash of green light obscured his body before it died away, revealing his new form. What now stood before Monsieur Sol made him recoil in shock and disgust.

The creature before him was a mucus green colour and looked to be made of some sort of goo-like material, resembling an amoeba somewhat. Its face was pointed, looking much like a bird's beak. Its eyes were a brighter shade of green than the rest of its body and were outlined with thick black circles. Floating above its head was a small unidentified flying object which had the symbol of the Omnitrix emblazoned on its top.

"Goop!" the new alien said, in a squeaky voice.

Omnitrix Encyclopedia

Polymorph A.K.A Goop

Polymorphs are gelatinous beings that once had their original home planet destroyed. However, after spending numerous years searching, they found the uninhabited magma planet known as Viscosia and thus made it their home. Polymorph's are unicellular organisms that are generally green in color, however they do come in different colors. They are gelatinous humanoids with a pointed head and and an asymmetrical, drippy ameoba-like shape. When in humanoid form, they have four fingers on their hands. 

Due to adapting to gravity of Viscosia, Polymorph's are only capable of traveling and retaining their shape on world's with a stronger gravitational force through the use of Anti-Gravity Projectors, small UFO-shaped devices which hover over their heads and generate a false gravity field more suited for the Polymorphs to hold their shape. The Projectors also act as a communication device as it had been shown that Ben's voice comes from the projector itself rather than the Polymorph being a sort of telepath.

Polymorphs can revert to a puddle, a shapeless mass or mimic the shape of something. Physically harming Polymorph is extremely difficult as solid objects and even energy passes through them without any damage. Polymorphs have strong digestive acids, which can be used as an offensive weapon, either by smothering something or releasing a sort of corrosive gas.

Non Non Non mon petite rat! Before you were merely vile, but now you are truly horrendous!" Monsieur Sol said as he continued bending his body.

"Alright, listen up you weird Whack-a-Mole reject!" Goop pointed a finger at the green haired mage. "You don't insult my transformations, only my arch-nemesis and people I know can do that and get away with it. Well except for the arch-nemesis, he gets his butt handed to him, but you aren't someone I know nor are you my nemesis, so I'll give you the special bad guy treatment I give to all of you guys."

Goop pounded a gooey fist against an equally gooey palm with a sickening splat sound. "I pound your face into the ground."

"You can try, but you will fail." Monsieur Sol chuckled as he stroked his lengthy mustache. "Roche Concerto!" A flurry of stone and brick flew through the air once more with the intent to destroy Goop. The rocks then began to become a bit more compacted and began to turn and twist, creating a makeshift drill of earth. However, the gelatinous alien merely stood there as the drill of earth speared through his body.

Sol's eyes widened as the attack had no effect on the Polymorph and Goop chuckled. "That all you got, Whack-a-Mole?"

"Hardly, mon petite rat." Sol clapped his hands together. "Fangs of Stone!" The earth beneath Goop began to rumble before a magic seal sprung to life beneath him. Large fangs of earth suddenly materialized, like a bear trap's, and folded upwards before crushing the green alien, completely avoiding the odd object hovering over his head. The fangs of stone impaled Goop and completely entrapped his body before collapsing in on itself, burying Goop under a small mound of rock. However, Sol watched in amazement as the odd object swirled around the mound of stone and a loud hiss was heard from within the rocks.

Green acid flowed from the spaces in the rocks before the Anti-Gravity Projector began to swirl around at a much faster pace. Tendrils of goo flowed out from the small spaces in the mound. In a swirl of green, Goop reformed and had his arms folded, a cocky look in his eyes.

"Annoying vermin."

"Merci." Goop bowed dramatically, which served to further the green haired mage's anger. Sol moved his arms forward and a magic seal formed again.

"Platre Sonata!" A large fist of earth exploded out of the ground and sped towards Goop, however Goop suddenly inhaled deeply before exhaling with a great amount of force. A sizable cloud of green gas flowed from the beak-like protrusion on Goop's face. The gas cloud was punched through by the earthen limb, but it was shown that the entirety of the fist was beginning to dissolve at a rapid pace. However, the 'arm' that was attached to the fist did not lost its shape and so it punched through Goop's form. The Polymorph was unaffected by the attack and then began to snake his way around the arm. After traversing the length of the arm, Sol's eyes widened when Goop suddenly appeared in his face and reared back a clenched fist.

The powerful right hook slammed against Sol with great force and sent his flexible body bending to the side. He slammed into the ground with enough force to generate a recoil and bounce back into his original position where Goop had already spun around and slammed a strong spin kick to the head which slammed into his left temple. The blow disoriented Sol as he bounced back up again before Ben raised up all four of his limbs and manipulated their forms to take on the image of a single massive pair of hands that then clasped together.

"Now let me show you how we play Whack-a-Mole!" Goop shouted with a disturbing amount of giddiness in his voice. Hovering for the small moment due to the projector allowing him to defy the force of gravity was shown to be well spent as the massive pair of fists crashed down on Sol's skull with enough force to send his upper body downward, cracking the ground due to the impact.

Goop then chuckled before slithering around Sol and getting behind him. Rearing back his arms, the limbs extended and gripped Sol by his emerald coloured locks.

"AND THIS IS HOW YOU GET RID OF WEEDS!" And with a powerful tug, Goop wrenched Sol out of the ground and threw him over his head and through the air. Sol soared through the air, but the S-Class mage of Phantom Lord was not one of said guild's executives for nothing. His durability was akin to the earth's and so his ability to remain conscious despite taking such heavy blows was well warranted.

Sol flipped in midair before skidding backwards as the momentum carried him along. A trail of blood flowed from the wound to his forehead from Goop's hammer strike. Sol chuckled as he adjusted his cracked monocle before rising back to his full height.

"Non, you cannot defeat le weed by merely plucking one, mon petite rat. More will always replace it."

"And this is why I sometimes don't understand battle banter. You end up insulting yourself." Goop sighed. "But it's what makes the fight fun sometimes, I guess. Now then, where did you take Lucy?!" Goop rushed forth and reared back a gelatinous fist, manipulating its size by making it increase with his Anti-Gravity Projector. He sent forth the extendable limb, but Sol used his own natural, serpent-like flexibility as well and snaked around the fist before a magic seal formed on his arm.

The arm dragged along the ground, attaching to the limb like a magnet would to metal. "Stone Hammer!" He then brought the earthen arm up and punched through Goop's face with the force of a swung sledgehammer and the earthen limb slammed into the ground with enough force to generate a small crater. Goop then swirled around the limb and melted it with his acidic digestive juices, however, Sol quickly retreated and then dug his fingers into the alleyway's ground and pulled upwards, drawing out two spears of cobblestone and brick.

"Earth Spear!" He through the two weapons at his opponent, but Goop weaved out of the way of the attacks and then ran towards Sol just as the man slammed his hands down on the ground. "Earth Flow River!" The ground beneath Goop's feet suddenly began to liquefy and the Polymorph's eyes widened as he was being dragged away by the powerful current of mud.

"Earth Flow Wave!" The end of the mud current behind Goop suddenly reared up like a tidal wave and encompassed the Polymorph in its shadow. However, Goop took a deep breath and blew out a cloud of acidic gas. The earth in the mud wave were quickly eaten away at, but though it didn't completely stop the current, it gave Goop enough time to move out of the earth current just as it slammed down on the ground.

He then raced towards Sol and delivered a strong punch to the stomach that knocked the wind out of the Earth Magic user's lungs. Goop's body twisted and a strong elbow strike was delivered to his chest before he twisted again and slammed the same elbow into the same area of his chest. Spittle and a bit of blood came out from Sol's mouth this time before Goop performed a swift jump and rotation to bring down a powerful axe kick.

Sol quickly reacted and dropped his hands down, catching himself so he wouldn't hit the ground with his face, though the force still made his arms shake a bit. Sol then moved out of the way of the punch that was aimed for his skull by sinking into the ground as the blow created a small crater. Sol then popped out behind Goop and coated his left leg with stone that then took on the shape of an axe blade.

"Stone Slicer!" The earthen blade took away Goop's legs before an upward, vertical strike began to bisect the gelatinous alien. However, Goop altered his gravity and the viscosity of his internal body to stop Sol's motion just as it reached halfway through his stomach area. Goop then began to eat away at the stone and Sol retracted his leg as the acid also bit at his pant leg and flesh. The part of his lower leg was now red from the acid burns, a bit of steam rising from the exothermic reaction.

"Roche Concerto!" A flurry of stone shot towards Goop, but he flowed through the storm of stone and slammed into Sol's body, sending the Earth Element of Phantom Lord skidding backwards before Sol slammed his hands into the ground.

"Fangs of Stone!" True to its name, teeth of stone clamped up on Goop's body, but the Anti-Gravity Projector moved Goop through the spaces in the teeth before he continued on his path to bash Sol's face in, but the Earth Element would have none of it.

"Linear Tectonic Shift!" The ground rumbled and spikes of earth began to rise up in a straight line in rapid succession. Some of the spikes impaled Goop through parts of his virtually indestructible body and one of the spikes managed to tap against his Anti-Gravity Projector, but the levitating device recovered and reconstituted Goop in time to weave through the other spikes of earth that were ejected. Goop quickly manipulated his fists to take one the appearances of sharp protrusions, the biologically produced acid concentrated highly at the tip. He stabbed the protrusions forward and tore through the earth spike that barred his path and then turned back into a fist when he reached through to the other side, slamming said fist against Sol's stomach in the form of a fierce uppercut. Another uppercut followed after and the Earth Magic user was sent skyward and the Polymorph leaped after his opponent.

Goop then followed up with a quick two punch combo that had Sol's monocle flying off of his face before Goop wrapped his body around Sol's, binding his limbs and then wrapping around Sol's neck. He then manipulated his body to make Sol tumble through the air to build up momentum before they both crashed into the ground with enough force to generate a small cloud of dust. The dust then cleared to reveal Goop still binding Sol, but both were laying in a crater that was generated from the impact.

Sol was covered in dust, his suit was torn and he had blood flowing from his burst lip and a slightly damaged skull. A large bruise marked his right cheek as well.

The head of Goop materialized from the goo that surrounded his beck and the Polymorph's eyes narrowed as Ben's voice emerged from the Anti-Gravity Projector once more.

"Alright Whack-a-Mole, I've got you. Now talk." Goop's head moved closer to Sol's. "Where's...Lucy?" He asked with venom in his tone. Monsieur Sol chuckled.

"Oh mon petite rat, Mademoiselle Heartfilia is our mission. There's no need to tell you what you already know, non?" Sol chuckled again. "And la bataille is now over." Sol suddenly utilized his ability to meld with the earth, accompanied by his own serpentine flexibility to release himself from Goop's hold and delve into the depths of the earth. A massive magic seal suddenly popped up beneath Goop's form as he splattered on the ground and reconstituted himself.

Sol then appeared a few feet in front of Goop before calling upon a large quantity of magic energy. Goop acted quickly and pushed himself away from his previous position just in time to see a pair of massive jaws rise up from below. The jaws however, unlike the Fangs of Stone spell, were show to be connected to something. Rising from the ground, a massive serpent of stone towered over Goop before arching through the air. The sheer size and speed with which it moved.

"Earth Dragon Bullet!" The earth dragon roared before descending upon Goop. The Polymorph weaved his way around the dragon as it tried to bite him, but its speed was a perfect match for Goop's flexibility and soon, the jaws of the mighty reptile encompassed Goop's form, Anti-Gravity Projector and all. The dragon then descended towards the ground and with a final roar it let Goop fall to the ground from its jaws and then slammed down onto the Polymorph's form with a resounding crash that shook the entire alleyway.

"Non Non Non." Monsieur Sol smirked as he watched the large mound of rock that was once his earth dragon, now standing proudly over the area that his opponent was completely buried under. "Mon petite rat has been dealt with. I shall be rewarded by Master Jose, oui!" He laughed with giddiness before ducking beneath the earth like a worm and headed back for his guild.

However had he stayed a while longer he would've noticed a flash of green light erupt from the rubble Ben was buried in before the ground around it began to crack and break apart.

Back at the Phantom Lord Guild

Natsu looked around him, a scowl etched on his face. "Come on you bunch of pansies," Natsu challenged. "Attack me if you got the guts!"

"Get that freak!" a Phantom wizard shouted.

Half of the group in front of Natsu leaped at him, magic circles forming in their hands. He held out his arms and discharged two powerful streams of fire. The six mages were quickly blasted back unconscious.

Makarov walked up to a wall, and without having to touch it, the stone was blasted away. On the rafters above, Gajeel sneered as Makarov proceeded into the giant hole in the wall.

"Now that their little boss man is out of the way," Gajeel said, "it's time I throw myself into the mix."

The Iron Dragon Slayer then jumped off the wooden girders, descending to the floor below. A hungry, sadistic grin spread across his face.