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Fairy Tail Reacts to Ben 10

Summary:

After being transported to Earthland, eighteen-year-old Ben Tennyson has settled in and adjusted to life in the Fairy Tail guild. That is, until a mysterious job flier traps the entire guild inside a powerful magical barrier. The only way out? Everyone must watch his life unfold in episodic detail, from the moment he first put on the Omnitrix to his most unforgettable battles. With time outside frozen, plenty of food on hand, and no way to skip the embarrassing parts, Ben is about to relive every triumph, failure, and awkward moment—while all of his Fairy Tail friends watch.

Notes:

I was inspired to write this story by SpringBonnie313’s "fairy tail watches ben 10". While that fic was cancelled after just one chapter, it—and Ink Tank's Ben 10 Breakdowns on YouTube—sparked my interest in giving this concept a shot.

I was a huge fan of “Ultimate Fairy” (on FanFiction.Net) during its heyday, back when Ultimate10 was actively writing it, and like many others, I was disappointed when he stopped and eventually retired from fanfiction altogether.

Shoutout to Ultimate10 for all the work he put into that story!

Also, since the Fairy Tail characters will be reacting to events from Ben's past in an episodic format, there will be no animation errors or credits like what we see in the show.

I think I've rambled enough. Let's get into the story!

Chapter 1: The Strange Request

Notes:

Disclaimer: Ben 10 and Fairy Tail are not mine — I'm simply a fan playing in their sandbox. All credit goes to the original creators.

(See the end of the chapter for more notes.)

Chapter Text

Sunlight seeped through the curtains, casting a soft glow across the room. Ben stirred, his eyes blinking open as he stretched in his simple grey t-shirt and black pajama pants. A yawn escaped him—only to pause when he felt a small weight pressed against his side.

Glancing down, he smiled at the sight of Wendy curled up beside him, her soft breathing still even in sleep. For a moment, he simply watched her, a faint warmth in his chest at how peaceful she looked.

Carefully, he tried to slip away without waking her, but her eyes fluttered open. "Wait… don't go…" she mumbled, voice still heavy with sleep as she clung to him tighter.

Ben hesitated, then gave a small, reassuring smile. "…I won't," he said softly.

They stayed like that for a few quiet seconds, the morning stillness wrapping around them.

A little later, Wendy stretched with a tiny yawn, the sleeves of her baby-blue pajamas sliding down her arms.

"Another nightmare?" Ben asked gently, now sitting at the edge of the bed.

She lowered her gaze, shoulders slumping. "Y-yeah… I-I'm sorry. I just… I was scared and—"

"Hey." Ben's voice cut in, calm but firm. "You don't need to apologize for that." He stood, brushing a hand through his messy hair. "How about I make us some pancakes?"

Her head lifted at that. "Really? Is… is that okay? I don't wanna be a bur—"

"Don't finish that sentence, Wendy," Ben said, his tone leaving no room for argument.

After a pause, she gave a small smile. "…Okay."

"Good. Now go get cleaned up. Breakfast'll be ready soon."

Wendy's smile grew brighter, and for the first time that morning, Ben felt the heaviness in her eyes begin to lift.


The scene shifted to the kitchen, where morning light spilled through a wide window overlooking Lake Sciliora. The sun's first rays shimmered on the water, casting the room in a warm, golden glow.

A sudden whoosh broke the stillness. In a streak of blue, Fasttrack zipped from counter to stove, whisking pancake batter, flipping strips of bacon, and pan-frying tuna in rapid succession. The air filled with the mingled scents of blueberries, sizzling meat, various fruits blending in a custom-made mixer—plus the metallic tang of iron as a skillet full of scrap shavings heated on the side.

At the small breakfast table, Carla sat primly atop a stack of books to match the chair's height. Her paws rested neatly on the edge as she read from a thick volume. Glancing up, she watched the blue blur dart from one task to another.

"…Do you really need to transform just to make breakfast?" she asked dryly.

Fasttrack grinned over his shoulder without missing a beat on the pancakes. "Need to? No. But why wouldn't I take the most efficient route?" In another blur, he was at the table, placing a plate of tuna in front of her alongside a glass of orange juice. "Besides, you get your food faster this way."

Carla's ears twitched as she closed her book. "Thank you." She paused, her expression softening into quiet concern. "…So. Wendy snuck into your room again?" she asked, voice lowered.

Fasttrack nodded, flipping the pancakes in a blur so quick the spatula was just a streak. "Yeah. Another nightmare. Same as before."

Carla's tail flicked thoughtfully. "I'm still not sure how to help her move past them."

"It's not something that happens overnight," Fasttrack replied, his tone calm but firm. "She's been through a lot. You both have. We just… take it one day at a time."

The last pancake landed on a plate, and he turned back toward them. "Wendy! Breakfast is ready!"

Her voice floated in from the hallway. "Coming!"

A door creaked open at the far end of the room—the one leading to the basement. Gajeel emerged, stretching with a loud yawn, his hair as wild as ever. "I smell bacon… and iron."

Fasttrack zipped over and set a plate down in front of him—a mountain of bacon alongside a generous helping of heated iron shavings. "Bon appétit, dude."

"Don't mind if I do," Gajeel said, dropping into a chair and immediately digging in with loud crunches and satisfied grunts.

Carla wrinkled her nose. "Do you have to eat like a complete savage?"

"Mmh—yep," Gajeel replied around a mouthful, unbothered.

Carla's eyes twitched. Why must the men in this guild be so brutish?

A moment later, Wendy padded into the kitchen, wearing an orange knee-length dress with a white horizontal stripe at the hem. Her blue hair was tied neatly into twin pigtails, the style giving her a brighter, more energetic look despite the faint tiredness still lingering in her eyes.

She slid into the seat across from Carla, smiling when Fasttrack zipped over to set a plate of fluffy blueberry pancakes in front of her, along with syrup and a glass of milk.

"Hope you enjoy."

"Thanks, Ben!" Wendy said brightly, already reaching for her fork.

Carla offered a polite nod. "Thank you."

Wendy took her first bite, eyes widening at the burst of blueberry sweetness. "Mmm! These are amazing!" she said after swallowing.

Carla's gaze shifted toward the other end of the table. "You should at least thank him for taking the time to cook," she said pointedly to Gajeel.

"Hmm?" Gajeel paused mid-chew, a mouthful of iron still clinking between his teeth. Swallowing with a metallic crunch, he glanced at Fasttrack. "Right… uh, thanks. So… what do you even call this guy?"

"Fasttrack," the alien replied, striking a mock-heroic pose. "One of my speedy forms."

Gajeel raised a brow. "And what makes him any different from XLR8?"

With a mental command, Ben transformed back to human form in a flash of green light, dressed in black shoes, blue pants, and form-fitting black shirt that showed off his developing, muscular figure.

"Not as fast as XLR8, but perfect for jobs where I don't need to break the sound barrier." He turned toward the counter, pouring himself a smoothie into a tall glass.

"Eh," Gajeel shrugged, "just seems like a lazy copy to me."

"Since you mentioned jobs…" Carla said, her tone shifting as she looked at Wendy. "When we get to the guild, you really should consider taking another request today."

Wendy nodded. "Yeah, I was planning to."

Setting his glass down, Ben leaned against the counter, arms folded. "Her last one was just a small gig collecting litter around Magnolia."

Carla's tone sharpened slightly. "With your abilities as a Sky Dragon Slayer, you could be more ambitious."

"I'm trying, okay?" Wendy huffed, puffing out her cheeks.

Gajeel paused mid-bite, glancing at her. "You wanna be useful, kid? Pick a job that makes you sweat, not one that feels like running errands for your neighbor."

"He's not wrong," Ben added with a smile. "Tell you what—when we get to the guild, let's see if we can find you something a little more challenging. Something that'll push you without throwing you into the deep end."

Wendy's fork paused halfway to her mouth. "Really?"

"Really." His grin widened. "I can even tag along too. I'll only help if you absolutely need it. It'll be your mission."

Wendy's eyes lit up at the suggestion. "That does sound great. I mean…if you're sure I can handle it."

"I'm sure," Ben said with an easy shrug. "You've got the skills. Now you just need the field time."

Carla dabbed her mouth with a napkin before speaking. "As long as the mission pays reasonably well and actually develops her abilities, I have no objection." She leveled a look at Wendy. "That means no wasting time on errands that anyone in Magnolia could manage."

"I know, I know," Wendy said with a sheepish smile. "I'll pick something that really counts."

Ben chuckled. "Sounds like we're all on the same page then. Finish up your breakfast—we've got a guild board to raid."

Wendy nodded enthusiastically and returned to her pancakes, eating a little faster now that the day's plan had taken shape.


The morning air was cool and crisp as Ben, Wendy, and Gajeel made their way from the house. Carla floated alongside them, her angelic-like wings carrying her in an easy glide.

Behind them, Ben's white and green-roofed, single-story brick ranch sat perched on the cliff edge, overlooking the shimmering expanse of the lake. The early light turned the water gold, and the faint call of birds echoed across the clearing.

Ben led the way down the dirt path that cut through the short grass in front of the house, his black shoes kicking up the occasional puff of dust. He wore his usual blue pants and form-fitting black shirt beneath a light-green loose jacket trimmed in white—its back emblazoned with a bold white circle outlined in black, the number 10 stamped squarely in the center.

The path narrowed as they reached the tree line, the canopy overhead filtering the light into dappled patterns across the ground.

"I still can't get over the fact that you're a Dragon Slayer too, Mister Gajeel," Wendy said to Gajeel, her tone full of wonder. "And that you eat iron. Fairy Tail really is amazing… having two Dragon Slayers in the same guild."

"Three now," Ben corrected with a smirk, glancing over his shoulder at her.

Gajeel snorted. "Still can't believe you eat air of all things, kid. You got no excuse to ever run low on magic."

Ben opened his mouth to reply, but Gajeel's expression shifted. His nostrils flared slightly as he caught a scent on the breeze—one that made his brow furrow in mild recognition.

"Something wrong?" Ben asked.

"Nah. It's nothing." Gajeel played off.

Wendy's nose twitched too. She tilted her head toward a stand of trees just off the path. "Miss Juvia? Is that you?"

"Eep!" came the squeak from behind the trunks.

Gajeel sighed. Right. Forgot the kid could smell her too.

A moment later, Juvia stepped out, looking thoroughly flustered. Her short, stylish bob of blue hair framed her face, with side-swept bangs drawing attention to the faint pink dusting her cheeks.

She wore a sleeveless, form-fitting navy-blue bodice with white trim, the deep neckline narrowing into a small keyhole cutout. A knee-length skirt of blue and white flared gently with her movements, paired with matching knee-high boots. At her collar, a white ribbon tie was fastened with a round, green brooch—one that, on closer inspection, bore a striking resemblance to Ben's Omnitrix symbol.

Juvia

Juvia smoothed the front of her dress, as if the gesture could hide her nervousness, and clutched a small green tin box in both hands. "Um… g-good morning, everyone."

Gajeel rolled his eyes at how awkward and obvious Juvia was being. She was not as sneaky as she thought she was.

"Morning, Juvia," Ben greeted easily. "What brings you out here?"

"Yeah, why were you hiding behind those trees, Miss Juvia?" Wendy asked with a curious tilt of her head.

"Oh… um, no reason," Juvia said quickly, brushing a strand of hair behind her ear. Her eyes flicked to Ben, the blush deepening just a fraction. "Juvia was simply… enjoying the morning air."

Ben shrugged. "Fair enough, I guess. Nice morning for it." He suspected that wasn't the real reason, but decided not to push it.

Gajeel, standing just behind them, caught the look in Juvia's eyes—the way she seemed to linger on Ben's face a little too long, the way her fingers fidgeted against the tin box. He narrowed his own eyes slightly.

There was no way he was about to get dragged into that mess.

Instead, the Iron Dragon Slayer crossed his arms and stayed silent, letting the moment pass without comment.

Carla, ever observant, arched a brow but said nothing, curious where this was going.

"Were you heading into Magnolia?" Ben asked.

Juvia blinked, then nodded quickly. "Ah—yes! Juvia… was." Her grip on the tin box tightened slightly.

"Well, you're welcome to walk with us," Ben offered with an easy smile, already turning toward the path again.

Juvia's expression brightened almost imperceptibly. "Juvia… would like that."

Gajeel sighed inwardly, falling into step behind them.

Not wanting any to witness any more awkwardness, he turned to the Omnitrix wielder with a sideways smirk. "Forgot to ask earlier but when's rent due again?"

Ben shrugged casually. "Just whenever you can pay."

The Dragon Slayer's smirk grew into a roguish grin. "You're a much better landlord than my last one. Real stick in the mud, that one was."

Juvia's gaze sharpened. "You had better not be taking advantage of Ben's kindness, Gajeel. If it weren't for him, you'd still be without a place to live."

Wendy tilted her head. "Why? What happened?"

"He was evicted," Juvia answered plainly. "For disorderly conduct."

Gajeel scoffed, making a vague strumming motion in the air. "Eh, those squares just couldn't appreciate real musical talent if their lives depended on it."

Ben pinched the bridge of his nose, muttering, "I'm just glad Grey Matter was able to build those noise-canceling devices in the basement…"

Wendy blinked. "Noise-canceling?"

"Trust me," Ben said with a wry half-smile, "it's better for everyone."

Gajeel just grinned, clearly unbothered. "Hey, real art's never appreciated in its own time."

Ben rolled his eyes at that, and then glanced at the green tin Juvia was carrying. "So, what's in the box, Juvia?"

"Oh, um…" Juvia's eyes dropped to the container before flicking back up to him. "Juvia… made an extra batch of cookies last night," she said, her voice soft but edged with nervous energy. "She thought… perhaps you might like to try some?"

Ben's expression warmed. "Sure, I'd love some."

Her blush deepened as she stepped closer, opening the lid to reveal rows of perfectly round chocolate chip cookies, their centers still soft as if they'd just come from the oven.

Behind them, Gajeel's brow twitched. Ain't no way she made those last night. Those are fresh.

Ben took one without hesitation, biting in. His green eyes lit up. "Wow… these are really good, Juvia."

"Truly?" she asked, almost holding her breath.

"Definitely," Ben confirmed, turning to Wendy. "Here, try one."

Wendy eagerly accepted, taking a bite before smiling brightly. "They're amazing, Miss Juvia! You want one, Carla?"

"I'll pass," Carla said, shaking her head.

Juvia's lips curved into a rare, unabashed smile. "Juvia is… very glad you think so." All those weeks of perfecting the recipe had paid off—the praise warmed her straight through.

Gajeel reached in, snagging a cookie for himself. He took a slow bite, then smirked. "Hmm… not bad. You might make someone a good wife one day, Juvia."

"I second that," Ben said with an easy grin. "Whoever that guy is, he'll be lucky."

Juvia's face flared crimson, steam practically rising from her head.

"Miss Juvia, are you okay?" Wendy asked, blinking in concern. "Your temperature's spiking."

"I… Juvia is… f-fine…" she stammered, clutching the tin to her chest as if it were a lifeline, her blush refusing to fade.

Later, the group continued along the path until the trees began to thin. Sunlight spilled freely now, and in the distance, the familiar rooftops and bustling outskirts of Magnolia came into view.

"Juvia is curious… what were your plans for today?" she asked, glancing from Ben to Wendy.

"Can't speak for Gajeel," Ben replied with an easy shrug, "but we were planning to find a job for Wendy—something that can really challenge her."

Juvia tapped a finger against the green tin box she still carried. "Perhaps… we could take on a big job together. As a group."

Wendy tilted her head. "Together?"

"Mm." Juvia nodded, her tone confident but warm. "Working in a group can be valuable experience, especially for someone still learning. Wendy could benefit greatly from having a team at her side."

Ben slowed his pace for a moment, considering her words. "You know… you might be onto something. We're all still pretty new to Fairy Tail—me, Gajeel, you, Wendy, and Carla. Might not be a bad idea to get a mission where we can learn each other's styles and how we work as a team."

He turned to the iron mage. "What about it, Gajeel? Interested?"

Gajeel cocked a brow. "Yah seriously want me to go on a job with all of you?"

"Why not? I mean, you know me. I'm sure we'll run into something you can hit. Sound exciting?"

Gajeel considered it briefly before grinning sharply. "Eh, why not? Just know if we don't find anything I can smash, I'll be sparing you instead."

"Deal."

Carla folded her paws. "Hmph. As long as the mission isn't too reckless."

Gajeel shoved his hands in his pockets, smirking. "Reckless? That's the fun part."

Carla shot him a sharp look. "Fun for you, maybe."

Wendy, however, was already smiling at the thought. "That actually sounds great! I'd love to go on a job with all of you."

Ben gave a small grin. "Alright then. Once we get to the guild, we'll see if there's something big enough for all of us." He then turned to Wendy. "Next time will be your big mission." Wendy smiled and nodded.

"Juvia would be pleased to work with everyone," she said, a faint glimmer in her eyes that lingered just a second longer on Ben before she looked ahead again.

Gajeel glanced between them but kept his thoughts to himself. This should be interesting.


The Fairy Tail guild hall buzzed with its usual blend of chatter, laughter, and the occasional crash of a table being shoved aside for an impromptu arm-wrestling match. The scent of Mirajane's cooking drifted from behind the bar, mixing with the tang of ink and parchment from the nearby request board.

As per usual, Nab stood planted in front of the board, arms crossed, eyes scanning the sheets with the same indecision he'd worn for years.

Beside him, Lucy sifted through the posted jobs with a sharp eye. Her rent deadline was looming, and she needed something that would actually cover it and leave her with a little breathing room.

Her concentration broke when a loud, familiar voice came from behind. "Hey, Lucy! Looking for a job?"

She turned just as Natsu and Happy bounded over, both grinning like they'd already found trouble.

"Yeah, I've got my rent coming up soon." Lucy replied.

"Well, see any thing we can all do together?"

"That depends," she said, arching an eyebrow. "Why would I want to go on a job with you when I know exactly how much destruction you cause?"

"Because we're a team!" Natsu shot back without hesitation. "We stick together, and besides—we work great together."

Lucy crossed her arms, lips twitching despite herself. "We do work well together… but only because Ben has Clockwork and can fix whatever mess you guys make. Honestly, I'm still amazed he was able to undo all the damage to the guild hall after Gajeel trashed it before the Phantom Lord attack."

Happy puffed up proudly. "Aye! Ben's the best at cleaning up Natsu's messes!"

"Hey—my messes are fun," Natsu protested. "Anyway, I'll find us a job that pays well so you can make rent and has problems we can hit. That's a win-win."

From his perch at the bar, Makarov chuckled into his mug. "Not every problem can be solved by just hitting it, Natsu."

Gray, lounging a few stools away, smirked. "Master, you do know who you're talking to, right?"

"Like you're one to talk, Gray," Cana called down from the other end of the bar, not even looking up from her drink. "Also, your clothes."

Gray blinked, then glanced down to find his shirt, pants, and jacket lying on the floor. "Gah—! Not again!" He scrambled to pull them back on.

From a nearby bench, Erza scanned the hall. "Has anyone seen Ben yet?"

Lucy looked up from the board. "Now that you mention it, Wendy and Carla aren't here either."

"Maybe they're out training," Happy suggested.

"Or doing a job without us," Natsu said, narrowing his eyes at the board as if it had personally challenged him.

Mirajane hummed thoughtfully. "No, I don't recall them picking any jobs. Perhaps they're just running behind today?"

Erza nodded, though a flicker of concern crossed her face. Wendy had been adapting well to life in Fairy Tail—especially with Ben offering her and Carla a place to stay—but Erza could still see the quiet ache behind the girl's eyes. It was a look she knew all too well, born of loss and the effort to carry on.

Meanwhile, Lucy's gaze drifted back to the request board. Her eyes traced the rows of fliers until they caught on a single, faded sheet tucked in the far top corner, half-hidden behind other postings.

"Hey… what's this one?" she asked, pointing.

Natsu, curious, stretched on tiptoe and tugged it free, handing it over to her.

The parchment was covered in an unfamiliar script—curved lines and sharp angles woven together in patterns that looked almost decorative, yet carried no meaning Lucy could grasp. One thing, however, was perfectly clear:

Reward: 500,000 Jewels.

Lucy's eyes widened. "Five hundred thousand Jewels?!"

Natsu's grin spread wide. "Now that's a payday!"

"For real?" Gray strolled over, peering at the paper. "That's almost S-Class quest money." He frowned. "But what the heck does it even say?"

"Beats me," Natsu said with a shrug. "You know, Lucy?"

Lucy shook her head. "No. I've never seen this language before. It's… strange."

"Maybe it has something to do with fish?" Happy suggested, his tail swishing hopefully.

"Somehow… I doubt that," Lucy sighed, pinching the bridge of her nose.

The sound of armored footsteps approached, and Erza came over, curious about the gathering. "What's going on?"

Natsu handed her the paper. "Check this out—biggest reward I've seen in a while."

Erza's eyes narrowed as she examined the flier, scanning every symbol. After a moment, she shook her head. "I'm afraid I've never encountered this language before."

Lucy's frown deepened. "So it's not just us…"

Determined to get answers, she crossed the hall toward Levy and Freed, who were seated at a nearby table. "Hey, you two—you're both good with languages. Ever seen this before?"

Levy glanced at the paper, her brow furrowing. "Oh, this one… yeah, I noticed it posted this morning. Couldn't make any sense of it, so I left it."

Freed took the sheet from her, his eyes narrowing as he studied the markings. "Nor I. The structure doesn't match any known dialect I've read in the archives, nor any runic system I've encountered."

"Great…" Lucy muttered, the mystery only growing.

She turned toward the bar, where Makarov sat nursing a mug. "Master, what about you?"

Makarov accepted the flier and looked it over, his expression briefly unreadable before he handed it back. "Sorry, Lucy. Whatever this is, it's beyond even my knowledge."

The small group exchanged puzzled glances.

"Not even our guild's smartest members can read this?" Lucy whispered, still stunned.

"Who sends a request in a language no one can understand?" Gray muttered, arms folding.

Peeking over Lucy's shoulder, Erza studied the flier again, crossing her arms. "Whatever it is, it must be important for the issuer to encrypt it… and to offer such a substantial reward."

Happy hovered in place on his wings, tail curling lazily. "What a shame. With that much money split between us, we'd each get, like… 125,000 Jewels, and whatever's left for Lucy."

Lucy spun on him, outraged. "That leaves me with nothing!"

The guild's front doors creaked open, letting in a wash of morning light.

Ben stepped inside, Gajeel at his side, with Juvia, Wendy, and Carla just behind. The usual hum of voices and clinking mugs filled the hall, but several guild members glanced up as the group entered.

Natsu's head snapped toward him, a grin spreading instantly across his face. "Perfect timing, Ben!" Without waiting for an answer, he strode over, waving him in. "You've got to see this!"

Before Ben could even ask what was going on, Natsu thrust a weathered flier into his hands. "Check it out—500,000 Jewels!"

Ben blinked, glancing down at the parchment. Wendy leaned in curiously, Carla hovering closer. Gajeel shoved his hands into his pockets, peering over Ben's shoulder. Juvia, still clutching her green tin box, stepped a little nearer to see for herself.

"The hell is all that scribble?"

"Juvia has never seen a language like that."

Ben opened his mouth. "Natsu, I was actually going to take a different job with—" He stopped mid-sentence, his eyes narrowing on the text.

The paper was covered in sharp, flowing characters:

このメッセージを無事に翻訳すると、あなたが友人と呼ぶ人々は、あなたの人生の重要な瞬間を数多く振り返ることになります。

Reward: 500,000 Jewels.

"…Japanese?" Ben murmured.

"Jap-what now?" Natsu tilted his head.

"It's a language from my world," Ben said slowly, still staring at the text. "Which… doesn't make sense. This is Earthland. How would Japanese even be here?"

Lucy stepped closer. "Wait—you can read this?"

Ben nodded slightly. "I don't know it personally, but the Omnitrix has a universal translator. So, yeah… I should be able to."

Everyone leaned in as he shifted the flier in his hands, eyes scanning the words. As the strange characters shifted seamlessly in his vision, Ben began to read aloud, his voice even:

"Upon successfully translating this message, those you call friends will review many important moments from your life."

A ripple of confusion went through the gathered mages.

"Your life?" Wendy repeated softly.

"The hell kind of request is this?" Gajeel muttered, narrowing his eyes.

Before Ben could respond, the flier suddenly tore itself from his grasp, floating upward. Confusion spread through the hall as it hung suspended in midair, glowing with a brilliant, shifting rainbow of colors. The light intensified, forcing many to shield their eyes.

A surge of raw magical power exploded from the parchment, the shockwave rattling mugs and knocking over chairs. Outside, an enormous magical circle formed in the sky directly above the guild, its intricate patterns pulsing with energy.

"What the hell is going on?!" Gray shouted over the rising hum of magic.

Then, with a sound like grinding stone, walls of solid rune text erupted around the guild hall—towering, glowing letters forming a seamless barrier that enclosed the building and it's courtyard completely. The magic circle above flared brighter, sealing into place.

"We're trapped!" Elfman yelled, slamming a hand against the wall of runes.

Carla's eyes narrowed. "And cut off from the outside world entirely."

"Everyone, remain calm!" Erza's voice cut through the noise like steel. She stepped forward, her gaze sweeping the barrier. "Levy, Freed—analyze these runes. Tell me anything you can."

"On it," Levy said quickly, running her fingers along the glowing text. Moments passed as Levy's expressions shifted to surprise. "These runes… I've never seen anything like them. Freed?"

Freed adjusted his glasses, eyes narrowing as he studied the glowing script. "These aren't like any barrier runes I've seen before. The patterns… they're irregular, almost alive."

"Whatever—" Natsu cracked his knuckles and strode into the courtyard, fire already building in his fists. "I'll just smash those stupid runes apart!"

He bolted outside and reeled back a flaming fist. "Fire Dragon's Iron Fist!"

The impact exploded against the barrier in a blazing conflagration, the force shaking the ground beneath their feet. For a moment, smoke and heat rolled across the area.

When the haze cleared, the sight waiting for them was less than impressive—Natsu's fist pressed stubbornly against an unscathed wall of runes, the barrier glowing faintly where he'd struck.

Without warning, the runes around his hand pulsed and unleashed a bolt of crackling purple lightning. The strike nailed Natsu square in the chest, launching him backwards through the guild hall doors in a shower of sparks.

"Natsu!" Lucy rushed to his side, kneeling next to him.

He groaned, pushing himself up with a wince and rubbing the scorched spot on his vest. "That… hurt…"

"Idiot," Gray muttered, crossing his arms. "Don't you remember how Freed's runes work? You can't just bust your way out of them."

From behind the bar, Mirajane glanced toward the master. "What do you think, Master?"

Makarov hadn't moved from his seat, but his sharp eyes were locked on the barrier. "It's… peculiar. This isn't an ordinary rune spell. The magic feels layered, self-sustaining… and there's something about it that doesn't belong to this world. Almost… alien."

"Speaking of alien," Ben said, already activating the Omnitrix. In a flash of green light, Feedback stood in his place, antennae twitching as arcs of electricity danced across his fingers. "Perhaps this one can get us out of this mess."

He stepped up to the barrier, placing both hands against the glowing surface. Energy surged from the runes into his body, traveling down his conduits.

The guild watched as Feedback absorbed the magic—only for the barrier to shimmer and replenish itself faster than he could drain it.

"What the—?" Feedback's voice was edged with surprise. "It's recharging faster than I can pull from it."

"What does that mean?" Juvia asked, concerned.

"That means whatever's powering this thing… it's connected to an infinite source of magic."

This shocked many in the guild.

Freed's gaze darted from the barrier to Feedback. "Then perhaps another approach—Clockwork. If you reverse time around the guild to before the spell activated, we could undo this entirely."

"Oh yeah," Gray caught on. "Just like when you restored the guild hall after Gajeel wrecked it."

Gajeel shifted uncomfortably, looking away. "… Can we not bring that up?"

Feedback nodded. "Worth a shot." In another flash, the tall and bulky, mechanical frame of Clockwork took Feedback's place.

He stepped forward, raising his mechanical arms toward the barrier. With a deep whir, a beam of green chronal energy fired from his hands, washing over the runes. The glowing text began to flicker, the magic circle overhead dimming slightly as time itself started to rewind.

Then the runes suddenly flared red.

A deafening, resonant horn blasted through the hall, making those with sensitive hearing—Natsu, Gajeel, Wendy—flinch and clutch their ears.

"V'hat is this?" Clockwork questioned in a Germanic accent.

Another block of glowing text appeared above the barrier. Freed's eyes widened as he read it aloud: "Chronosapiens are forbidden from reversing time to prevent this spell from activating."

Clockwork let the beam fade and stepped back. In a green flash, Ben stood there again. "We can't break it, drain it, or reverse time on it? Whoever set this up… did their homework on us."

Across the hall, Gajeel rounded on Natsu, jabbing a finger into his chest. "This is your fault, Salamander!"

"My fault?!" Natsu barked, shoving him back. "You were standing right there when Ben read it! How's that on me?!"

"You were the one who gave him the flier. Besides, trouble always follows you!" Gajeel snarled, forehead pressing against Natsu's.

"You wanna go right now?!"

"I always wanna go!"

Before the first punch could be thrown, Erza's glare descended on them like a guillotine. "Enough." Her tone brooked no argument. "If you have energy to fight, use it to find a solution." Both men stiffened instantly, muttering under their breath but stepping apart.

Wendy approached Ben and stood at his side. Her voice quiet but tinged with worry. "What do we do now?"

Before he could answer, the glowing runes along the barrier shifted and began to rearrange themselves. A new line of text appeared in the center of the guild hall for all to see.

Freed read aloud, his voice carrying over the silence:

"This spell has locked your guild hall and everyone in it inside a pocket dimension where time outside is paused. For the spell to be broken, all present must witness memories and events centered around the one who deciphered the spell: Ben Tennyson."

"Me?" Ben blinked, startled.

"A spell to view memories?" Lucy frowned, scanning the text. "I've never heard of anything like this before…"

The words shifted again, continuing:

"These events will be portrayed in a third-person, episodic format with music to make the experience entertaining for the audience. Breaks will be included, as well as access to food, beverages, and the use of your guild hall's facilities. Upon successfully watching all episodes, the spell will be broken. No time will have passed since the moment the spell activated. 500,000 Jewels will be rewarded to the guild."

"Wait… Is that 500,000 Jewels for just the guild singular …or for everyone here?" Wakaba wondered. "Cause that's a big difference."

"No kidding! We wouldn't have to work for weeks!" Macao shouted.

"Actually, you both have overdue tabs." Mirajane politely reminded. "So no, you wouldn't."

Groaning, both hung their heads in disappointment.

"With that much money, I could pay rent for seven months." Lucy quietly commented.

The glowing letters pulsed, then reformed into one final question:

"Do you accept these terms?"

"Suppose we don't wanna accept these terms… whoever you are!" Natsu shouted toward the ceiling, fists clenched.

"I don't think that's a good idea, Natsu," Happy warned, ears flattening.

Sure enough, the runes shimmered again, a sharper, bolder script forming in response:

"Failure to agree to the terms will result in Fairy Tail being trapped in deadlock forever. Only one being would be able to free you then."

"Only one, huh?" Makarov muttered, stroking his beard. "And who could that be referring to?"

Ben's jaw tightened. He could think of only one transformation in the Omnitrix capable of bypassing something like this… and it was one he avoided using unless absolutely necessary. The thought alone made him grimace. Doubt I could even get him to cooperate…

Ben let out a long sigh. "Guess we have no choice then…"

The runes pulsed in acknowledgment, their glow brightening as if sealing the agreement.

The runes along the walls pulsed again, then shifted into new words that hovered in the air for all to see:

"Visual projectors will now be deployed."

A deep hum reverberated through the guild hall as shimmering magic radiated from the barrier. In an instant, a dozen translucent screens materialized around the building—some hanging in the air like floating windows, others appearing against walls and between pillars—each positioned so no matter where someone stood, they'd have a clear view.

The text changed again:

"You have ten minutes to prepare before the first episode begins."

The tension eased slightly as guild members started to scatter, conversations picking up again in a mixture of curiosity and anticipation. Some made a beeline for the bar to grab drinks, others raided the kitchen for snacks.

Cana, naturally, took full advantage—gathering a couple kegs in both arms with barely any effort. "If we're gonna be stuck here, I'm doing it right," she announced, plopping herself at comfortable spot by the bar.

Others claimed the comfiest spots they could find: couches near the fire, window seats, or just sprawling across the floor with pillows pulled from the upstairs rooms.

Ben found a spot at one of the long benches near the center, sitting with Wendy to his right, Carla perched primly beside her, Juvia seated to his left, and Gajeel on the far end. At the table adjacent, Natsu, Gray, Happy, Lucy, and Erza settled in, leaning toward each other in easy conversation.

"So, Ben," Happy called across the space, his tail flicking, "what memory do you think this freaky spell is gonna show first?"

Ben shrugged, leaning back slightly. "No clue. Not to brag, but there's honestly a lot it could choose from."

"This'll be fun!" Wendy said brightly, resting her elbows on the table. "You've told me some of your stories before—now we actually get to see them play out!"

Carla sighed heavily. "Hopefully there's something to gain from all of this outside of the reward money."

Erza crossed her arms, but her lips curled slightly. "It's like attending a live theatre performance. It reminds me of that theatre job in Onibus."

Lucy groaned. "Ugh… don't remind me of that job."

From Ben’s left, Juvia spoke softly, almost to herself. "Juvia… is happy she'll get to see Ben's life play out in front of her eyes."

Ben glanced at her briefly, missing the faint blush she tried to hide.

As the ten-minute countdown ended, every screen in the guild shimmered before a block of runes appeared across them all:

"The first episode will cover the start of Ben Tennyson's journey."

Ben's eyes widened slightly. "Wait… Could it mean—"

"Don't tell me we're about to see Ben as a baby," Gajeel groaned.

"I, for one, think that would be absolutely adorable," Erza said matter-of-factly.

Ben groaned and lowered his head to the table. "Please don't let it be that."

Juvia's gaze hardened ever so slightly as she shot a glare in Erza's direction—one the scarlet-haired knight didn't even notice.

The runes shifted once more, the words forming crisp and clear on every screen:

"Episode 1: And Then There Were 10"

A faint hum built in the air, the screens beginning to glow brighter.

Notes:

Hopefully this is a decent setup.

For those who have read Ultimate Fairy, you can already tell the events of this story are not connected with it. It follows the basic beats of an eighteen-year-old Ben being transported to the Fairy Tail universe, joining the guild, and becoming friends with the main cast. That's about it though.

There are differences present and many more will become apparent as the story progresses. As you read, you'll be able to put together the events of how things shaped out since Ben arrived in Fairy Tail piece by piece.

Figured that'd be more enjoyable than some long info dump of everything that's happened prior.

I'll try to have the next chapter out in a timely manner. Feel free to give any suggestions of what events (episodes or movies) that you think the cast should react to.

As this is my first fan fiction, please leave any comments and critiques in the review box below.

Chapter 2: Episode 1: And Then There Were 10

Summary:

The Fairy Tail guild reacts to when Ben's journey into heroics began!

Notes:

Disclaimer: Ben 10 and Fairy Tail are not mine — I'm simply a fan playing in their sandbox. All credit goes to the original creators.

(See the end of the chapter for more notes.)

Chapter Text

The runes shifted once more, the words forming crisp and clear on every screen:

"Episode 1: And Then There Were 10"

A faint hum built in the air, the screens beginning to glow brighter.

The scene opened in outer space, Jupiter looming in the distance while a string of explosions flashed within an asteroid field.

Many murmurs and several gasps rose around the guild.

"Is that… the sky?" Wendy asked in awe, leaning forward.

"Not exactly," Ben said slowly, brow furrowed. "That's outer space."

"Space?!" Natsu's eyes widened. "Like… no air, nothing but stars space?"

"Yep. But" a crease formed between Ben's brows. "I… don't remember this battle."

"That's odd," Lucy said, glancing at him.

Levy adjusted her glasses. "The runes did say this would be presented in a third-person narrative. Maybe this is… setting the stage for something."

A gray-and-green spacecraft flew through the asteroid field, dodging blasts from a massive brown-and-orange vessel.

Ben's brows furrowed, recognizing the design of the ship. He glanced down at the Omnitrix on his wrist. "Yeah… I think I know where this is going."

"Spaceships," Gray muttered, shaking his head. "Not exactly something you see in Earthland."

Erza's eyes were locked on the screen, curious and intent. "It's impressive craftsmanship. Though I suppose magic wasn't involved in building them."

Cana leaned back against the bar, sipping from her keg. "Looks like something out of a crazy story."

Juvia tilted her head. "So this is what Ben's world is like…?"

The smaller ship was nimble, weaving between debris while returning fire with twin beams of green energy. The counterattack struck the larger ship hard, explosions rocking its hull.

"Whoa…" Jet breathed, eyes wide. "So…this is a war in the sky."

"Not sky," Droy corrected without thinking. "Space."

Natsu grinned. "I could take 'em."

"Pretty sure you'd freeze to death first," Gray shot back.

"Or suffocate." Gajeel added. "Idiot."

Inside the larger ship, red warning lights flashed across a control board manned by mechanical drones.

"Hull damage: twenty percent. Weapons systems still operational," one drone reported, turning to the ship's commander.

The commander was revealed—a tall, slender, but undeniably imposing figure with green skin. His dark red bodysuit was accented by spiky black shoulder pads, and from his jawline extended tentacles like a twisted beard. The most striking feature, however, was the strange green liquid sac curving around his head from one side of his mouth to the other.

Ben's fists clenched involuntarily, his jaw tightening. "Vilgax…"

Several heads turned toward him.

"That's him?" Gajeel asked. "The squid guy you've mentioned?"

"Yeah," Ben said flatly. "That's Vilgax. He's… not someone you want to run into."

At his words, Wendy, sitting to his right, subtly inched closer, her hands curling together in her lap. Her eyes stayed fixed on the image of the alien warlord, but the small tremor in her shoulders betrayed her unease. Without looking away from the screen, Ben shifted just enough so their arms brushed, the side of his hand resting lightly over hers for a brief moment. It was wordless—simple—but steadying.

Wendy drew in a slow breath, her posture relaxing slightly at the gesture. Carla, watching from Wendy's side gave a small approving nod.

Juvia's gaze softened, a faint smile tugging at her lips, appreciating the quiet, protective instinct in the boy's action.

"Looks like we finally have a face to the name," Lucy murmured.

Erza's eyes narrowed at the sight. "He looks formidable."

"Formidable doesn't begin to cover it," Ben said grimly.

"I have come too far to be denied!" Vilgax's voice boomed, cutting through the sounds of battle.

The scene shifted briefly back to the raging space fight before returning to the alien commander.

"The Omnitrix shall be mine. And there is not a being in the galaxy that dares stand in my way!" he declared, his voice low and seething with confidence before slamming a fist into the armrest of his chair.

"Charming guy," Cana muttered dryly.

"Yeah," Ben said, eyes still fixed on the screen, "you'll see just how charming he can be."

"Wait—he said 'Omnitrix,'" Lucy cut in, glancing at Ben. "You mean the thing on your wrist?"

Ben's lips curved into a faint smile. "Yep."

"So when the spell said it would show the start of your journey…" Juvia began.

"It meant," Ben finished for her, "you're about to see how I got the Omnitrix."


The image on the screens shifted from the cold vastness of space to a bright, sunny day on Earth. The view zoomed into a middle school classroom, where a boy no more than ten years old sat at his desk. He had messy brown hair, bright green eyes, and was currently folding a piece of paper into a crude airplane.

Several pairs of eyes in the guild widened.

"That's… you?" Lucy asked, glancing at the older Ben.

Ben rubbed the back of his neck. "Yeah… ten-year-old me."

"Juvia thinks young Ben looks… cute," Juvia said without hesitation, her cheeks coloring slightly.

Ben coughed and looked away, suddenly very interested in the grain of the table in front of him. "Uh… thanks, I guess."

On the screen, young Ben finished his paper airplane and, with a mischievous glint in his eye, flicked it forward. The little craft soared through the air and bonked the back of his teacher's head.

The teacher froze, then slowly turned to face the class with a mild glare. Young Ben instantly tried to play innocent, smooshing his face between the pages of his open book as if he'd been reading all along.

A round of chuckles swept through the guild.

"Ha! Classic," Natsu grinned.

Gray smirked. "Smooth, Ben."

Lucy, Erza, Levy, and Freed, however, shared unimpressed looks. "That's not something to laugh about," Erza said firmly.

"You're such a teacher's pet," Cana teased her.

There was seemingly a slight time-skip as the camera shifted to the classroom's clock. It ticked loudly as young Ben fidgeted in his seat, eyes darting toward the hands. "Come on… come on…" he muttered impatiently.

"What were you waiting for?" Wendy asked.

"Summer vacation," Ben explained. "In my country, most kids go to school for most of the year, then get about three months off in the summer."

"That sounds like a dream," Lucy muttered, recalling how few little breaks she had during her private schooling growing up.

"And I just want to remind you all," the teacher announced from the front of the class, "that I will be teaching summer school this year, and it's not too late to sign up!"

"Yeah, right," young Ben scoffed under his breath.

"I get that," Natsu nodded firmly. "School's a drag." He shivered suddenly. "Especially when Erza's the one teaching."

"You learned how to read and write. Didn't you?" Erza said, her tone brooking no argument.

The bell finally rang, and young Ben shot up from his seat with a triumphant, "Yes! Outta here!" He bolted for the door along with the other kids.

"Everyone, have a good vacation, and I hope to see you all again in the fall," the teacher called after them.

Ben was nearly free when—

"Benjamin, could I have a word with you before you go?" she asked, holding up the offending paper airplane.

Young Ben groaned and trudged toward the teacher's desk, shoulders slumped.

Several in the guild erupted in laughter.

"Busted!" Natsu howled.

Even Gajeel smirked. "Guess some things never change."

Ben just sighed, pinching the bridge of his nose. "This is gonna be a long day…"


Outside, two bigger boys had another smaller, fatter boy backed up against a tree.

"Normally, we'd take your money and beat you up," the leader said smugly. "But since it's the last day of school, we're going to give you a break. Now fork over the cash so we can get out of here."

A ripple of distaste went through the guild hall.

"Tsk," Elfman snorted, crossing his arms. "Not manly at all."

Ben frowned at the memory. "J.T. and Cash were jerks who thought pushing people around made them look cool."

"Pathetic," Erza agreed, her voice icy. "Picking on those weaker than yourself is the lowest form of combat."

"I could take those two down in seconds," Natsu said, cracking his knuckles.

"Guess bullies are everywhere, huh." Happy noted.

On the screen, Ben stepped forward. "Leave him alone!"

"Get lost, shrimp," JT snapped.

"I said, back off!" Ben repeated, more forcefully.

"That's the spirit!" Elfman cheered from the back. "Stand up for your friends like a real man!"

"This is gonna go badly for him," Gajeel said dryly.

"Have a little faith," Wendy countered, though her brow furrowed in worry.

The lead bully sneered. "Oh, looks like we got us a hero. Suppose we don't wanna back off?"

"What are ya gonna do about it, Tennyson?" JT taunted.

The three locked eyes… and then young Ben charged toward them with a determined yell.

"There you go!" Natsu grinned. "Hit 'em hard—"

The scene cut abruptly to the aftermath: Ben and the kid he'd tried to help, Jamie, now dangling from a tree branch by their underwear, legs kicking helplessly as a squirrel chattered nearby and scurried off.

The guild exploded with laughter.

"Oh my…!" Mirajane covered her mouth to hide her smile.

"Pffft—nice try, hero," Cana said, raising her mug.

Even Lucy had to stifle a laugh. "You… really thought that would work?"

Ben slumped forward on the table. "It's called optimism. Turns out it doesn't stop wedgies."

Juvia glared at the screen. "Juvia does not find this funny. Those bullies will pay for doing that to Ben."

"Appreciate the sentiment, Juvia, but those two aren't bullies anymore. Besides," Ben grinned wryly. "I did even the score against them."

On the screen, Jamie glared at Ben. "Thanks a lot," he said sarcastically.

"I was just trying to help," young Ben replied, looking genuinely apologetic.

"Next time you wanna play hero, make sure you can back it up," Jamie retorted.

A murmur went through the guild.

"Ungrateful brat," Natsu muttered.

"Hard to blame him," Gray countered. "Ben did get them both hung up on that branch."

"Still," Wendy frowned, "he was just trying to help."

"It's not always about intent, child," Carla said matter-of-factly. "Results matter too."

Ben nodded. "Yeah, Carla's not wrong."

On-screen, the sound of a rumbling engine drew Ben's attention. A rusty old RV pulled up along the roadside, driven by a burly older man with a broad frame and wearing a red Hawaiian shirt.

"Come on, Ben, let's go! We're burning daylight—I wanna make it to the campsite by nightfall," the man called out through the open window.

"Uh, Grandpa? A little help here?" young Ben called down from the tree, still dangling.

Ben in the guild smiled faintly, leaning back in his seat. "Grandpa Max…" he said softly.

"You've mentioned him before," Juvia said, her tone warm.

"Yeah," Ben nodded. "He was a big part of my life. Helped shape me into the man I am."

Those who knew Ben well exchanged small smiles, happy to finally put a face to the name they'd heard so many times.

"Is he always this oblivious though?" Cana teased, grinning.

"Not oblivious," Ben chuckled. "Just… laid-back."

"Guy doesn't even blink at you hanging from a tree by your underwear," Gray snorted.

Levy tilted her head toward the screen. "What is that he's driving?"

"It's called a motorhome—or RV," Ben explained. "Basically, it's a house on wheels. You can drive it anywhere, sleep in it, cook in it… It's perfect for traveling long distances."

"That sounds incredible," Levy said, eyes bright.

"Aye," Happy agreed. "It's like always having your own place with you!"

Natsu crossed his arms and made a face. "I'd rather walk. Riding around in a giant box on wheels doesn't sound fun."

"Anything that moves isn't fun to you." Gray retorted.

On-screen, Ben practically bounced into the Rust Bucket, grinning ear to ear. "I have SO been looking forward to this!" he said as he stepped inside with Grandpa Max—only to stop short.

Sitting at the small table inside was a girl with bright orange hair and green eyes, wearing a light-and-dark blue shirt with a cat emblem on the front and white pants. She looked up at him with a bored expression.

Ben blinked. "…What are you doing here?" He turned to Max, eyes narrowing. "What is she doing here?" he repeated, pointing accusingly.

"Who is she?" Lucy asked from the other table.

Cana smirked and leaned her chin on her hand. "Ooh, Ben, is that your girlfriend?"

Ben's eyes widened. "What?! No! She's my cousin!"

The sharp little flare in Juvia's blue eyes instantly softened. "Oh… well then," she said quietly, folding her hands in relief.

"Your cousin?" Gajeel asked with interest. "You've mentioned her before."

"Yeah," Ben said with a small smile. "That's Gwen—back when she was my age."

On-screen, Gwen crossed her arms. "Take it easy, dweeb. This wasn't my idea. Somebody convinced my mom that 'going camping for the summer would be a good experience for me.'"

Ben's younger self turned to Grandpa Max, desperation in his voice. "Grandpa, please. Tell me you didn't…"

"I thought it would be fun if your cousin came along with us this summer," Max replied with a smile—one that faded a bit as his eyes narrowed. "Is… that a problem?"

Ben and Gwen instantly exchanged a silent look… and said nothing.

"That look alone shut them up," Gray remarked with an amused smirk.

Lucy tilted her head at Ben. "Wait, I thought you had a good relationship with Gwen?"

"I do now," Ben explained. "But when we were ten? Not so much."

"Why?" Lucy asked.

Ben gave a half-smile. "Well, it was… complicated."

"It's weird," Jet said thoughtfully. "Why make two grandkids who clearly don't like each other spend three whole months together?"

Makarov chuckled from his seat. "Common experiences are one of the best ways to improve relationships, Jet. Natsu and Gray could hardly tolerate each other when they were boys, but now they can fight side-by-side without tearing each other apart."

"Occasionally…" Lucy added dryly.

On-screen, the Rust Bucket rumbled away from the stop, its license plate coming into view as Ben slumped back in his seat. "Aw, I can't believe it. I wait all school year to go on this trip, and now the queen of cooties is along for the ride."

"That's not manly at all!" Elfman barked, slamming his fist onto the table. "A real man treats women with respect!"

Gray smirked. "Come on, Elfman. When you're ten, the opposite gender is the enemy. Everyone knows that."

"Not everyone," Lucy muttered.

"Yeah, well, I didn't have a problem with girls," Natsu said smugly.

"Because you've never known what a crush is, flame-breath," Gray shot back.

Natsu bristled. "Shut up, droopy eyes!"

On-screen, Gwen huffed and reached into her bag. "Hey! I had my own vacation already all planned out too, you know?" She unfurled a sheet of paper covered in bright colors. "Each activity is color-coded, so I never do the same thing two days in a row."

She held it up proudly.

Ben's younger self just stared, baffled.

"Whoa…" Levy blinked in surprise. "That's… actually impressive for her age."

Lucy nodded. "Color-coded, no repeats? She's a born planner."

Erza's eyes shone. "I like this girl."

Cana snorted into her drink. "She's ten, Erza."

"That makes it even more impressive," Erza said with absolute sincerity.

Back on the screen, Gwen's smile turned sour. "Now, I'm stuck with my geekazoid cousin going camping for three months."

"Geek." Ben shot back instantly.

"Jerk."

The two glared at each other, while Max sighed from the driver's seat. "Something tells me it's gonna be a long summer…"

"That's your own fault," Macao pointed out. "You're the one who brought them both."

"Yeah," Wakaba agreed. "You can't act like you didn't know this would happen."

Ben chuckled from his seat. "Grandpa Max loved us too much to let a little bickering get in the way. He wanted to spend time with us—and, honestly, help us get along."

Mirajane smiled. "Sounds like a good grandpa."

"A manly grandpa," Elfman added with a nod.

The scene transitioned to a quiet woodland campsite. The Rust Bucket sat parked in a clearing, its doors open, letting the scent of pine and campfire drift in. At a small picnic-style table, Ben and Gwen sat across from each other, boredom on their faces—until Max emerged from the RV, grinning and carrying a large bowl.

"Chow time!" Max announced cheerfully, plunking the bowl down on the table with a solid thunk.

The contents… were still moving.

Several guild members recoiled instantly. Lucy made a face like she'd just bitten into a lemon, and Cana groaned into her drink. Even Erza had to turn her head away with a small "Blegh…"

Wendy's hands flew to her mouth. "Are those… alive?"

"Mealworms," Ben explained from his seat in the guild, making a helpless gesture toward the screen. "Fresh. Grandpa Max loves… unorthodox meals."

On-screen, young Ben blinked at the bowl in disbelief, then looked to Max. "Okay, I give up. What is that?"

"Marinated mealworms," Max said proudly. "Hard to find them fresh in the States. You know, they're considered a delicacy in some countries."

"…And totally gross in others," Gwen muttered as one particularly determined worm wriggled over the edge of the bowl and plopped onto the table.

Cana shuddered. "Nope. No way."

Erza remained composed, though her lips pressed into a thin line. "It is… not an appetizing presentation."

"That's putting it lightly." Gray remarked.

"If these don't sound good," Max continued, "I've got some smoked sheep's tongue in the fridge."

"Still doesn't sound better," Lucy groaned.

Gajeel, however, crossed his arms. "What's the problem? Tongue's fine if you cook it right."

"Of course you'd say that," Gray muttered.

"Couldn't we just have a burger or something?" Ben asked hopefully on-screen, Gwen nodding in agreement.

"Nonsense," Max replied, heading back into the RV. "This summer's gonna be an adventure for your taste buds. I'll grab the tongue."

From the guild seats, Levy tilted her head. "Is it really a good idea to force kids to eat something that strange?"

"Wizards should eat whatever's nutritious to restore their strength," Freed said matter-of-factly. "Taste is secondary."

Bickslow smirked. "Yeah, says the guy who lives on tea and dignity."

Ignoring them, on-screen Ben slid closer to Gwen. "Okay, I got a half-eaten bag of corn chips and a candy bar in my backpack. What'd you got?"

"Some rice cakes and hard candy," Gwen replied.

"Think we can make them last the whole summer?" Ben asked, both of them already slumping in defeat.

Happy tilted his head. "So… did you actually eat the mealworms, Ben?"

Ben grimaced. "Yeah. Eventually. Gwen too. Max wouldn't let us waste food."

Lucy made a small gagging sound. "That sounds as almost as bad as the Winged Fish from Clover…"

"Almost?" Cana said, raising an eyebrow. "Lucy, nothing's worse than that."

Wendy gave Ben a sympathetic smile. "That must've been awful. I think I'd lose my appetite for days."

Ben shrugged. "When you get hungry enough, you learn to ignore the taste."


The view on the screen shifted away from the campsite and back into the chaos of outer space. Laser fire streaked across the darkness, illuminating the hulking silhouette of Vilgax's warship as it pursued the smaller transport vessel.

Inside the bridge, the deep, mechanical voice of one of Vilgax's drones echoed. "Their propulsion systems have been destroyed."

Vilgax's eyes narrowed, his voice cold and commanding. "Prepare to board! I want the Omnitrix—now."

On-screen, the smaller ship turned sharply, its weapons systems charging. It fired a single, well-aimed laser blast that ripped into Vilgax's control room, sending the towering warlord flying across the bridge in an explosion of sparks and smoke.

"Ha! That's what you get!" Natsu barked, slapping the table.

"Serves him right," Cana smirked.

"Effective counterattack," Erza admitted, nodding slightly in approval.

Ben, however, shook his head. "Don't celebrate too soon. That hurt him, but it didn't stop him. Trust me—Vilgax is not that easy to kill."

Sure enough, on-screen, the massive warship recovered almost instantly, retaliating with a blinding barrage of lasers. The smaller transport shuddered violently before erupting into a ball of fire and debris, chunks of metal scattering into the void.

"Whoa…" Wendy whispered softly.

"They didn't even stand a chance," Gray said, frowning.

But in the midst of the wreckage, a sudden flash of motion caught the eye—a large probe emerged from the destroyed vessel, and from within that probe, a much smaller, sleek pod shot away at incredible speed. It streaked across the darkness, angling toward a blue-and-green world in the distance.

"Something made it out!" Levy pointed out.

"What is that?" Lucy asked curiously, eyes fixed on the glowing streak.

"Looks important," Gajeel muttered.

Ben's lips curled into a knowing grin. "Yeah… you could say that. But you'll find out soon enough."


The image on the screen shifted back to the quiet campsite. Ben and Gwen sat at opposite ends of the clearing—Ben hunched over his handheld video game, thumbs clicking away, while Gwen tapped rapidly on her laptop keyboard.

"Really?" Natsu arched an eyebrow. "Middle of the woods and you're glued to those things?"

"Yeah, enjoy the outdoors while you've got it," Elfman said firmly. "Not manly to waste time staring at some screen."

Ben smirked at the guild members. "It was nighttime, guys. Not exactly prime exploring hours."

From the Rust Bucket, Max stepped out holding a large plastic bag. "Who wants to roast marshmallows?" he asked cheerfully.

Neither Ben nor Gwen even glanced up, each too absorbed in their own devices.

"Cold," Gray snorted.

"Hold on—marshmallows?" Levy perked up. "What's that?"

"It's a white, gelatinous sweet from my world. Essential for s'mores." Ben explained.

"S'mores?" Lucy added, looking curious.

"They're roasted marshmallows with chocolate and graham crackers," Ben explained with a grin. "Sticky, sweet, and delicious."

"Oooh, I wanna try some!" Wendy said eagerly, clasping her hands.

"I can make you some sometime," Ben promised with a little smile before turning back to the screen.

"Okay, um… how 'bout we tell scary stories?" Max tried again, his enthusiasm unwavering.

"Scarier than having to spend a summer with your freak of a cousin?" Ben quipped, laughing under his breath.

"I'd like to, Grandpa," Gwen shot back without looking away from her laptop, "but I'm busy doing a web search on cures for extreme doofus-ness. Nothing yet, Ben, but let's not give up hope!"

"Ben, what is it that Gwen's using?" Makarov pointed at the glowing device, leaning forward.

"A computer," Ben said. "Or more specifically, a laptop. You can use it to look things up, write, watch videos—tons of stuff. It's…sort of like your own personal library that you can carry around."

Levy's eyes widened. "A portable library… with instant access to information? That's incredible!"

"Indeed." Makarov rubbed his beard. "It sounds similar to Archive Magic. But for anyone to be able to have access to such information? Remarkable."

"I would kill to have one of those," Lucy admitted, impressed.

Freed nodded approvingly. "That level of data retrieval could be invaluable for strategy."

Natsu tilted his head. "Sounds boring."

Max tried again, "Aww, come on, you two. We're all in this together. You can mope around like this all summer, or we can have some fun. Now, whaddaya say?"

"I vote for moping," Gwen said flatly.

"I'm gonna take a walk. Smell ya around, Gwen," Ben teased, getting to his feet and heading toward the dark tree line.

"Uh, should he really be letting you wander into the woods alone, Ben?" Lucy frowned.

Ben shrugged. "I think Grandpa just wanted to give me some time to vent."

"He's a boy too—let him build some toughness," Gajeel said with a shrug.

"A little independence never hurt," Macao agreed.

"I, uh, think they're starting to grow on each other," Max said as he watched Ben disappear into the trees.

That earned a round of laughter from the guild.

"Delusional," Cana chuckled.

"He's certainly got more patience than I would," Makarov said. "I would've already hit them both upside the head."


Ben trudged through the shadowy woods, hands shoved deep in his pockets, his voice dripping with irritation. "Aw, man. This is gonna be the worst vacation ever. I might as well have gone to summer school," he grumbled, kicking a stray pebble across the dirt path.

"Wow," Cana said with a smirk. "Real ray of sunshine, huh, Ben?"

"Cut him some slack," Gray replied, leaning back against the table edge. "Being stuck with someone you don't like? Yeah, that's gotta be rough. Couldn't imagine being stuck with just fire-breath for three months."

Natsu glared back at his rival. "Being stuck with you wouldn't be a cakewalk for me either, icy flasher!"

From above the treeline, a streak of brilliant light suddenly cut across the night sky. Ben's eyes widened. "Whoa! A shooting star!"

"Does making a wish on it from another universe still count?" Happy asked.

Lucy chuckled. "I doubt it."

All of a sudden, the glowing trail abruptly shifted direction—turning sharply in midair and hurtling directly toward Ben.

"Wait—what?!" Wendy yelped.

"That's not normal," Erza said, her brow furrowing.

Ben gasped and spun on his heel, bolting through the undergrowth. The object slammed into the ground just behind him with a deafening crash, a shockwave ripping through the forest and launching him forward. Dirt and leaves flew in all directions, and smoke rolled out from the impact site.

"BEN!" Juvia cried, leaning forward in alarm—then letting out a small sigh of relief when he appeared on screen again, lying on the ground still in one piece.

Ben gave her a reassuring smile. "Hey, it's fine. I came out okay—still alive and well right now, aren't I?"

Juvia's cheeks colored slightly as she looked away. "Juvia… just doesn't like to see you get hurt."

Ben blushed at the rain woman's sentiment. "I...I see."

As the dust began to clear, Ben pushed himself up, staring toward the crater. "Looks like a… satellite or something," he muttered, curiosity flickering across his face.

"A what now?" Natsu asked, scratching his head.

Ben glanced at him. "A satellite—basically a machine people put into orbit around a planet. It's used for stuff like communication, navigation, and sometimes observation."

"Reminds me of the Satellite Square," Erza noted thoughtfully.

Natsu tilted his head. "Satellite Square…?"

Gray sighed. "You know, the giant magic cannon in space? The one that fired the Etherion blast at the Tower of Heaven?"

"Ohhh, right!" Natsu grinned, snapping his fingers as the memory clicked.

The meteor's white-hot glow slowly began to fade, revealing the scorched edges of the crater. Ben stepped closer, the ground crunching beneath his sneakers—until the dirt suddenly gave way under his feet.

Ben caught himself at the bottom and looked ahead. There, in the very center of the crater, sat an otherworldly pod—its metal scorched from reentry but still pulsing faintly with heat.

With a hiss of escaping steam, the pod's hatch unlatched and slowly lifted. Inside, resting in a small compartment, was a strange, bulky watch.

It didn't look like any ordinary timepiece. The dial bore no numbers or hands, only a glowing green, angular hourglass-shaped symbol. The wristband was made of thick, blackish-grey material, reinforced by four white pipes running from the face around the band. On each side of the dial sat a green button, and the glow from the symbol bathed the crater in an eerie emerald light, making the shadows dance across Ben's face.

Several of the guild members instantly sat up straighter in recognition.

Erza turned in Ben's direction. "So that's the Omnitrix?"

Juvia tilted her head slightly. "But… the Omnitrix you wear now looks different." She glanced at the square, white watch on his arm, the green highlights converging on its black faceplate to form the intergalactic peace symbol—still resembling an hourglass, but sleeker.

"Yeah, long story. Let's just say it's had a couple of makeovers since then," Ben admitted with a smirk.

On screen, the younger Ben leaned closer to the pod. "What's a watch doing in outer space?" he muttered. Then, grinning to himself, he reached in to grab it.

Before his fingers could touch it, the Omnitrix shot from the pod in a blur of green light and clamped itself around his wrist.

Gasps and wide eyes filled the guild hall.

"It just… jumped on him!?" Happy exclaimed.

"That's creepy," Lucy muttered.

"Ahh! Get off me! Get off, get off!" the younger Ben shouted, frantically shaking his arm in an effort to fling it off, but the device held fast. He tugged at it, yanking hard enough to nearly lose his balance before stumbling back with a grunt.

The boy scrambled out of the crater and bolted into the woods. "Grandpa!" he shouted, his voice echoing through the trees.

"So this is how you found the Omnitrix, Ben," Freed remarked, adjusting his glasses.

"More like it found him," Gray corrected, crossing his arms. "Did you see how it changed course in the sky earlier?" He turned to Ben. "Seriously, how'd it do that?"

Ben shrugged casually. "Honestly? To this day, I'm still not sure."


Back at the trio's campsite, Max glanced toward the darkened woods, his brows knitting together. "Hm. Ben's been gone a while," he muttered, rubbing the back of his neck. A beat passed before he shrugged, trying to play it off. "Well, I guess he can't get into too much trouble out here."

"Yeah… about that," Lucy said with a nervous glance toward the screen, clearly knowing better.

Levy pushed her glasses up her nose. "If we're being technical, there's actually a lot of trouble he could've gotten into—wild animals, losing his way, tripping over something dangerous—"

"Unless he wound up bear food," Gwen suggested without looking up from her laptop.

Max turned to her with a sharp, disapproving look.

"What? Hey, I can dream, can't I?" she replied with a smirk.

Ben shook his head, a small, amused smile tugging at his lips. "Nice to know you cared, Gwen."

A few chuckles rippled through the room. "Man," Cana said, grinning, "you two bicker like Natsu and Gray."

"Oi!" Natsu and Gray said in unison, glaring at her before turning to glare at each other instead.


The scene transitioned to Ben kneeling in the woods, gritting his teeth as he jammed a stick between the strange watch and his wrist, trying to pry it loose. The stick splintered with a sharp crack, leaving him holding nothing but the broken end.

"Looks like it's glued to your skin," Cana remarked, tilting her head.

Ben gave a short nod. "Pretty much. It's melded to my body. Same with the current one."

"That sounds… invasive," Freed said with a faint frown.

Ben just shrugged. "Yeah, well, that's just how it works."

On-screen, Ben dropped to his knees in defeat, shoulders sagging. But curiosity got the better of him, and he began fumbling with the device again. His thumb accidentally pressed one of the green buttons, and with a sharp click, the faceplate sprang upward.

"Whoa," he breathed, his eyes widening. He glanced around the dark woods as if to make sure no one was watching, then turned his attention back to the device. The glowing hourglass symbol shifted into a diamond shape, inside of which was a pitch-black silhouette.

"Cool!" Ben grinned, eyebrows raising as he pressed the faceplate back down.

The moment it clicked into place, epic music swelled. The world around him blurred and shifted into a strange, green void dotted with black circles. In a flash, crimson, molten rock burst across his body, plates locking together as streams of fire lit up his form.

"Yikes…" Levy winced. "That… looks painful."

"It was," Lucy admitted with a shiver, "just watching it…"

Ben blinked twice at the screen. Is that really what it looks like when I change? To me, it always happens in an instant…

When the green void faded away, the boy was gone—replaced by a burning, rock-skinned alien whose body crackled with fire and molten heat.

"Heatblast!" Natsu exclaimed, grinning from ear to ear. "Now that's a form I like!"

"AHHH!" Heatblast screamed in horror, his voice now deeper and rougher than before. He looked down at his blazing, rock-covered body and his panic skyrocketed. "I'M ON FIRE! I'M ON FIRE! AHHHHH!"

The flaming alien version of Ben darted around the clearing, waving his arms frantically as embers scattered in his wake.

Several wizards in the guild hall burst into laughter at the sight, some nearly falling out of their seats. Others just stared in confusion, unsure whether to laugh or be concerned.

"Huh? I don't get it. Why were you freaking out, Ben?" Natsu tilted his head, completely clueless.

"This was the first time I ever transformed, Natsu," Ben explained flatly.

"Yeah," Lucy chimed in, "anyone would freak out if they suddenly turned into a flaming rock monster."

"Geez, even you should've been able to figure that one out, hothead," Gray mocked with a smirk.

"What'd you say, icicle?!" Natsu barked back, sparks practically flying between them.

Before fists could fly, Juvia leaned toward Ben with a worried expression. "Did it hurt, Ben?"

He shook his head. "No. I was just shocked over what happened."

On-screen, Heatblast finally slowed to a halt, staring down at his fiery form. "Hey…" he muttered, flexing his molten fists. "I'm on fire and… I'm okay." His lips curled into a grin. "Check it out—I'm totally hot. Ha-ha-hah!"

A collective wave of groans rolled through the guild hall.

"Wow," Cana muttered, shaking her head. "So you've always been like this."

Ben just shrugged, wearing a faint smirk.

A roguish grin spread across the Pyronite's jagged face as he turned his head toward a nearby tree. "Oh yeah…" he muttered, stepping into a wide stance with his arms loose at his sides. "Uh-huh."

He raised his right hand, shaping his index finger into the form of a gun. "Here goes…"

A small burst of flame shot from his fingertip, striking the tree trunk dead center. The blast punched a clean, smoldering hole straight through the wood.

"That's what I'm talking about," Heatblast said with clear satisfaction.

Bringing both hands together, he concentrated, forming a fireball nearly the size of a bowling ball. "Liking it," he smirked before casually hurling it over his shoulder.

The shot sailed true—maybe too true—burning through three trees in a row. In an instant, flames began licking up the bark, spreading like wildfire.

Heatblast's empty eye sockets widened. "Wait! Stop!"

The fire, of course, ignored him. In seconds, the blaze began racing from tree to tree. Heatblast dashed toward the nearest flaming trunk, stomping his molten foot on the ground in a desperate attempt to smother the flames—only to realize he was, in fact, still made of fire.

"Aw, man… I'm gonna get so busted for this," he groaned nervously.

"Ben, you set the forest on fire?!" Lucy shrieked, half in disbelief and half in outrage.

"Nice one, Tennyson," Gajeel laughed, leaning back with his arms crossed.

Ben rubbed the back of his neck sheepishly. "What can I say… I was a bit too excited and acted without thinking."

Gray smirked. "Huh. Kinda reminds me of what Natsu does on a daily basis."

"What's that supposed to mean, popsicle?!" Natsu barked, already glaring.

Gray just smirked more. "Exactly what you think it means."


Max sat by the crackling campfire outside the Rust Bucket, lazily poking at the embers with a stick when Gwen stepped out of the RV, stretching her arms.

"What's that?" she asked, squinting toward the horizon. A thin column of smoke was rising in the distance.

Max followed her gaze, his brow furrowing. "Looks like the start of a forest fire. We better let the Rangers' Station know," he said, pushing himself to his feet. "Probably some darn fool camper out there, messing around with something he shouldn't—"

He stopped mid-sentence, realization dawning. Gwen's eyes widened at the exact same moment.

"Ben!" Max blurted out.

A ripple of laughter rolled through the guild hall.

"Wow," Cana chuckled, shaking her head. "Didn't even need proof. Just straight to 'it's Ben's fault.'"

Ben crossed his arms, a wry smirk tugging at his lips. "To be fair… yeah, that tracks."

"Guess you had a reputation even back then," Natsu said with a grin.

Max snapped open a camping kit, pulling out two red fire extinguishers. "Better take this!" he said, handing one to Gwen.

She took it without question, and the two immediately dashed into the forest, weaving between trees as the smoke overhead grew thicker.


Ben was still frantically trying to stomp out the flames, every attempt only seeming to make things worse. His blazing feet hissed against the smoldering earth, but the fire paid him no mind. "This would be so cool, if it weren't so— not cool!" he groaned, scanning the growing inferno with mounting panic.

Natsu tilted his head, brows furrowed. "Wait, why can't you just absorb the fire? I've seen you do it when we spar."

Ben glanced at him with a shrug. "Didn't know how back then. This was literally the first time I transformed into Heatblast."

"Ah," Natsu nodded slowly, then frowned. "So… you were just a walking fire hazard?"

Makarov stroked his mustache with a sigh, his gaze heavy. "This is why some of you kids should think before you act sometimes. There are consequences for using power irresponsibly."

Meanwhile, on-screen, Gwen pushed through the dense forest, her extinguisher hissing as she doused flames with practiced aim. The thick smoke made her cough, but she didn't stop, methodically working her way toward the heart of the blaze. She had no idea she was heading straight toward the cause.

Finally, she broke into a small clearing—just as her extinguisher's spray hit the back of a very tall, very flaming figure.

Heatblast stiffened, glancing over his shoulder.

Gwen's eyes went wide. "AHHH!" she screamed, jumping back.

Lucy visibly winced at the sight. "Yeah… I'd be screaming too if I were in her shoes."

Heatblast quickly raised his hands in a placating gesture, stepping toward her. "Look, I know I look weird. But there's no reason to be scared—"

WHAM!

Without hesitation, Gwen leapt forward and slammed the butt of the extinguisher right into Heatblast's face. The impact rang out with a solid clang, sending him flipping backward through the air. He landed hard on his stomach several meters away, the ground beneath him sizzling.

A chorus of whistles echoed through the guild hall.

"Damn," Cana chuckled, grinning at Ben. "We sure your cousin ain't a mini-Erza or something?"

"She may be a girl, but she sure is manly!" Elfman declared with pride.

Erza shook her head, though her expression carried approval. "While I wouldn't say manly, she is certainly formidable for one her age—and without magic, no less."

Ben smirked faintly, leaning back in his chair. "You have no idea. Gwen can definitely hold her own… just wait till you see her discover her magic powers."

"Why'd she have to hit you, though?" Natsu asked, looking genuinely baffled. "Uncalled for."

"Totally called for!" Lucy countered with a flat look. "If a being made of molten rock and fire walked up to you, what would you have done?"

Natsu tapped his chin thoughtfully for a few beats, then broke into a wide grin. "I'd ask to try some of that fire!"

Several members groaned while Happy snickered, "Aye, sir. That does sound like you."

As Heatblast pushed himself up from the ground, brushing off bits of dirt and ash, he was suddenly met with a loud HISSSSS—a blast of white foam smothered him from head to toe. The flames covering his head sputtered and died, revealing a rocky, rounded cranium underneath.

He sputtered, coughing up a glob of foam before shaking himself like a wet dog. Bits of extinguisher spray dripped down his shoulders, sizzling against the heated stone. Slowly, the flames atop his head reignited with a low fwoosh. His molten eyes narrowed at the sight before him.

Gwen stood her ground a few meters away, the hose of her fire extinguisher trained right at his chest. Her stance was firm despite the tremor in her hands. "I don't know what you are," she said, voice steady and sharp, "but you'll stay down there if you know what's good for you."

Wendy's eyes widened in admiration. "Wow, she's… still standing her ground, even though she's scared," the young Dragon Slayer said softly.

Heatblast's rocky mouth curved into a mischievous grin. Without a word, he casually extended one flaming finger toward her feet—and with a tiny pop of fire, the tip of her shoe burst into a flickering flame.

"AHH!" Gwen yelped, stumbling backward on one leg while frantically spraying her own foot with the extinguisher hose.

Natsu instantly doubled over in laughter. "Ha-ha-ha! Oh wow! That was a good one, Ben!" he wheezed, pounding a fist on the table.

"Aye, sir!" Happy cackled, tail flicking with amusement.

Without hesitation, Lucy smacked Natsu square on the back of the head. SMACK!

"OW! What the heck, Lucy?!"

"What's with you?!" Lucy shot back, glaring. "He set her foot on fire! That's not funny!"

"I thought it was funny," Happy said innocently.

"No one asked you, you stupid cat!" Lucy snapped, her voice rising.

Happy puffed his cheeks. "Rude."

On-screen, Gwen had finally managed to douse the flame, the foam dripping from her now-white shoe. She turned a glare back to Heatblast, her eyes narrowed to slits. Without a word, she hefted the fire extinguisher over her head, ready to swing it down on him again.

"I warned you," she said, her voice low and dangerous.

"Don't even think about it, freak," Heatblast mocked, folding his flaming arms in challenge.

Something in his tone—or maybe just the word choice—made Gwen freeze. Her eyes widened as she lowered the extinguisher, her head tilting slightly as recognition dawned.

"…Ben?" she asked slowly, her voice tinged with disbelief.

"Is that you?" Gwen repeated, stepping closer, awe replacing her earlier hostility. "What happened?"

From the guild, Cana smirked. "So all it took was him calling her a freak for her to put it together? That's some family telepathy right there."

"Or she's just used to him mouthing off," Gray said dryly.

"Family can tell," Mirajane added, smiling faintly. "Even if they look different, they can still feel it's the same person."

Ben, still watching the screen, only shrugged with a small, embarrassed smile. "Guess I'm not that hard to figure out."

"Well," Heatblast began, gesturing animatedly with flaming hands, "when I was walking, this meteor fell from the sky and almost munched me. Except it wasn't a meteor or a satellite, but this cool watch thingy that jumped up on my wrist. And when I tried to get it off, I was suddenly on fire. Only it didn't hurt as I was accidentally starting this mega forest fire."

A ripple of sweat-drops appeared across multiple guild members' faces at once.

"That's… one hell of a recap," Cana said, blinking.

On-screen, before Gwen could reply, a familiar voice called out.

"Gwen!"

Grandpa Max emerged from between the trees, panting slightly as he jogged into view. "Are you al—" He froze mid-sentence, his eyes locking on Heatblast. His jaw dropped. "What in blazes?"

Gwen smirked faintly, lowering her extinguisher. "Hey, Grandpa, guess who?"

"It's me, Grandpa," Heatblast said with an awkward little wave, flames flickering lazily atop his head.

"Ben?" Max stepped closer, still staring like he couldn't quite believe it. "What happened to you?"

"Well, when I was walking, this meteor—"

The boy-turned-Pyronite didn't get far before Gwen cut in, her voice tight. "Um, excuse me, major forest fire burning out of control? Remember?" She jabbed a finger toward the growing wall of smoke and flame behind them.

Heatblast turned his head, eyes widening. "What do we do?"

Max glanced toward the advancing blaze, then back to Ben with a calculating look. "Backfire," he said simply. "Start a new fire and let it burn into the old fire. They should snuff each other out. Think you can do it, Ben?"

Heatblast's molten grin spread wide. "Shooting flames? I can definitely do that."

Natsu scoffed, crossing his arms. "I can shoot flames way better."

"Sure you can," Gray deadpanned, not even looking at him.

Erza nodded in approval at Max's quick thinking. "It's risky, but in this situation, it's the most effective way to stop the spread."

On-screen, Max, Gwen, and Ben broke into a run, heading for a section of trees well ahead of the approaching fire. Heatblast skidded to a stop, planted his feet, and aimed both hands forward.

Ben concentrated, flames building between his palms before erupting into a roaring beam of fire. It tore across the clearing in a molten arc, scorching bark and igniting the line of trees instantly. In moments, a brand-new blaze roared to life, its heat rolling back toward the original fire.

The scene then transitioned to a Forest Ranger stepping out of his vehicles, boots crunching over scorched earth as he surveyed the blackened stretch of woods. Smoke still curled lazily from the charred tree stumps, but the flames were gone.

From the guild's seats, a few murmurs broke out.

"Guess it's true what they say," Macao remarked, rubbing his chin. "Fight fire… with fire."

"Pretty smart tactic," Wakaba agreed. "I mean, if you have to burn more stuff to stop it, that's the way to go."

"Not bad, kid," Elfman said, giving an approving nod toward the screen. "That's how a man solves a problem."

Lucy sighed. "Even if he was the one who started it in the first place…"

"Hey, solving a problem you caused is still solving it," Cana quipped with a smirk.

Ben leaned back in his seat with a half-grin. "I'll take that as a compliment."

"Don't let it go to your head, Ben," Erza said firmly, though there was a small upward twitch at the corner of her mouth. "But a lesson in responsibility can be learned here."


High above the Earth, Vilgax's warship floated in silence, the stars reflecting faintly across its scarred hull. Inside, the bridge was a ruin—drones in the process of repairing it.

The scene transitioned to reveal a massive figure floating in a stasis tank, suspended in glowing green fluid. The audience gasped as the image revealed Vilgax—still alive, but hideously mutilated.

"Ew…" Cana muttered, wincing.

"Gross doesn't even begin to cover it," Gray agreed, grimacing.

"Still alive even after that?!" Elfman blurted in disbelief.

"Could you really call that living?" Macao remarked.

Ben's shoulders tightened. "Yeah… Vilgax doesn't die easy."

Inside the chamber, the tyrant's voice rumbled, distorted through the tank's speakers:
"What do you mean it's not there? This battle nearly cost me my life! And you say the Omnitrix is no longer on board the transport?!"

One of his drones replied. "Sensors indicate… a probe was jettisoned from the ship just before boarding. It landed on the planet below."

Vilgax's glowing eye narrowed. Slowly, he turned his gaze toward the shadows at the far end of the ruined bridge. A second figure stood there, its body hidden in the darkness, only the faintest outline visible.

"Go," Vilgax growled. "Bring it to me."

Without a word, the shrouded bioid turned and strode off, its heavy footsteps echoing through the hollow wreck.

Several of the mages murmured uneasily.

"Who… or what is that?" Levy whispered.

Wendy frowned nervously. "That thing came after him… He was younger than me though." She quietly said.

Juvia's brow furrowed. "He hasn't had the Omnitrix for even a day… now something potentially very dangerous is after him?"


Back at the campsite, the Tennyson trio sat around a small campfire, the flames flickering gently in the evening breeze. The scent of toasted marshmallows hung in the air, a stark contrast to the earlier chaos. Heatblast leaned back, the glow from his body casting a warm light on the circle as he finished telling Max everything.

"And you say that this watch 'just jumped up and clamped onto your wrist'?" Max repeated, eyebrows raised in disbelief.

Heatblast caught a marshmallow Gwen lobbed his way, the sticky treat bouncing off his chest before he snatched it mid-air. "Hey, this time it wasn't my fault," he insisted, popping it into his mouth—only for the gooey mess to stick comically to the inside of his teeth. "I swear!" he added through a muffled chew.

Gray smirked. "Technically was your fault, though. You reached for the thing, didn't you? And then you lit half the forest on fire."

"Details, details," Ben muttered, waving the comment away.

"I believe you, Ben," Max said with calm certainty, leaning back on his log seat.

"Think he's gonna stay a monster forever?" Gwen asked, glancing between her cousin and their grandfather.

"He's not a monster," Max corrected with surprising firmness. "He's an alien."

Both kids turned to stare at him, Heatblast's flaming brows quirking in curiosity.

"I-I mean…" Max stumbled, realizing his slip. "Look at him. What else could he be?" he added quickly, as if it were just an off-the-cuff guess.

Several guild members exchanged surprised glances.

"That's… a pretty on-point guess for a random assumption," Levy murmured.

Ben, meanwhile, crossed his arms, the embers on his forearms pulsing faintly. Inwardly, he made a note not to elaborate yet—if they didn't know about the Plumbers, he'd rather keep it a surprise for when the series dropped that bombshell.

If they were going to be stuck here for an indeterminable amount of time witnessing important events from his life, then it should remain entertaining as possible.

"I don't wanna be 'fire guy' forever," Ben said aloud. "How am I supposed to play Little League this fall if I charcoal the ball every time I catch a pop fly?"

Cana raised an eyebrow. "Kid just turned into a living volcano, and that's his concern?"

Lucy chuckled. "Poor priorities."

"Uh… what's 'Little League' and 'pop fly'?" Wendy asked, tilting her head.

"It's baseball," Ben explained. "A sport in my world where you hit a ball with a bat, run bases, score points… 'pop fly' means the ball gets hit high up into the air and someone catches it."

Natsu grinned. "Sounds fun. I wanna try it!"

Ben nodded. "We can try playing it sometime."

"Don't worry, Ben. We'll figure this thing out," Max promised, his tone steady but reassuring.

Just then, the Omnitrix symbol on Heatblast's chest began to flash a deep crimson. It beeped loudly—five sharp notes in succession—before a blinding red light burst outward, enveloping Max and Gwen in its glow.

When the light faded, their eyes adjusted to find Ben standing there, perfectly human again. He glanced down at his hands, then at the rest of himself, and a wide grin spread across his face. "Hah! I'm me again!" he whooped, practically bouncing on his heels.

Lucy tilted her head. "What was that blinking thing? I've never seen his watch do that before."

Ben shrugged casually. "Back when I first got the Omnitrix, it only let me stay in alien form for ten minutes. Timer runs out, boom—you're human again. But now I've got master control, so I can stay as an alien as long as I want."

Gajeel smirked. "Master control, huh? Sounds like a fancy way of saying you're just showing off."

"Aw, too bad," Gwen teased, folding her arms with a smug smile. "I liked you better when you were a briquette."

That earned a mix of chuckles and raised brows from the onlookers.

"Does she actually mean that?" Cana murmured.

"Nah, she was just messing with me," Ben replied.

With the fire out and his body back to normal, Ben's earlier relief shifted into frustration as he tugged at the watch on his wrist. "I still can't get this thing off," he muttered, giving it a sharp twist that did nothing.

"Better not fool with it anymore until we know exactly what we're dealing with," Max advised, rising to his feet. "I'll go check out that crash site. You two stay here until I get back."

Ben and Gwen exchanged a glance as their grandfather walked off into the woods.

Wendy spoke softly. "What's the point of checking out the crash site?"

Carla folded her arms. "If the device came from there, perhaps something else was left behind. Clues, tools… maybe even instructions."

"Yeah," Levy agreed. "If we're lucky, maybe the pod has a manual. 'How to Not Start a Forest Fire in Your First Five Minutes.'"

Ben groaned. "Ha-ha. Very funny."


High above Earth's atmosphere, the alien tyrant's warship loomed like a shadow over the stars. From one of its launch bays, a cylindrical pod blasted free, streaking through the sky like a meteor. It tore through the upper atmosphere in a burning trail before crashing into the dense woods—not far from where the Omnitrix's own pod had landed earlier.

The metal capsule hissed and groaned before its outer shell split apart, panels folding outward like flower petals. From within, a colossal figure rose—an armored Mechadroid easily towering over the tallest trees. Its heavy metal plating glinted in the fractured moonlight, and the ground trembled beneath its massive, hydraulic steps.

Gasps rippled through the guild seats.

"Whoa…" Natsu leaned forward, eyes sparkling. "That thing's big!"

"'Big' might be putting it lightly," Gray muttered, arms crossed.

The Mechadroid's singular, glowing eye swept over the crash site. With mechanical precision, it extended a cannon-like arm toward the Omnitrix's now-empty pod. A blinding beam fired—and in a blink, the pod was reduced to scrap and molten slag.

"What the—?!" Lucy exclaimed from her seat. "Why destroy it?"

Ben frowned, leaning forward slightly. "Not totally sure," he admitted, "but… my guess? The droid did it so any recovery squad sent from the ship that was carrying the Omnitrix would think it got destroyed in the crash. That way, they wouldn't waste time looking for it."

Before anyone could respond, the Mechadroid's shoulder compartments hissed open, releasing several sleek, disc-shaped drones. Each hovered in the air for a brief moment, their red optics flickering as they locked onto search patterns. Then, in a synchronized burst, they zipped away into the forest—spreading out to hunt for their true target.

"Looks like things are about to start getting good," Gajeel smirked.

"Younger Ben's gonna have to figure out his powers a lot quicker if he wants to keep breathing," Macao remarked.

"Obviously he does. He's here, after all," Wakaba dryly noted.

"We're about to see if rookie Ben's got the guts," Natsu added with a grin, his fists tightening in anticipation.

Juvia frowned, not pleased by the idea of Ben being forced to fight the on-screen mechanical monster as a child.


Max crouched beside the scorched crater, the air still carrying the faint tang of burnt ozone. His eyes scanned the ground methodically, and his hand reached down to pick up a warped fragment of metal—still warm from reentry. Turning it over, his brow furrowed.

"I don't like this one little bit," he murmured to himself, his voice low and edged with concern.

A few eyebrows rose.

"He definitely knows more than he's saying," Levy commented.

"He's hiding something," Erza agreed with a slight nod.

Happy tilted his head innocently. "What if Ben's grandpa's secretly an alien or something?"

That got a few chuckles.

Cana smirked. "Would explain his gross taste in food."

Ben waved a hand in protest. "He's not an alien, guys. He just likes weird food. And as for him knowing more than he lets on…" His grin turned a little sly. "…yeah, that'll get revealed later. You'll see."


Back at the campsite, Ben and Gwen were still standing around the Rust Bucket with the former talking to the latter. "Look," Ben began, gesturing to the device as if trying to make his case to a jury, "if I can figure this thing out, maybe I can help people. I mean, really help them. Not just, you know… make things worse."

Many members of Fairy Tail exchanged approving glances.

"So manly!" Elfman pumped a fist.

Makarov stroked his beard and nodded. "That's the right mindset. Power should always serve to protect others, not just yourself."

Juvia sighed happily, whispering, "I am so happy to see my hero has always had such a good heart."

Even Erza gave a small smile. "For all your rough edges you had as a child, Ben, it's good your heart is in the right place."

Ben blushed a bit at the praises.

Gwen's expression softened a touch, the hard lines in her brow easing as she tilted her head thoughtfully. "So… what did it feel like, going all alien like that?" she asked, curiosity finally winning out over caution.

Still messing with the Omnitrix dial, Ben replied, "It freaked me out at first," he admitted. "It was like I was still me… but it was also like I was somebody else."

In the gallery, Elfman's smile faltered, his mind drifting to a painful memory of his own first attempt at a Full Body Take-Over—the one that had ended in tragedy. He crossed his arms and said nothing, jaw tight.

Mirajane, sitting beside him, placed a hand on his arm. "I understand what he means," she said quietly. "When I use my Demon Take-Overs, I can feel my personality… shift. It's still me, but not just me."

The Omnitrix suddenly emitted its familiar click-THUNK as the faceplate popped up, the dial flickering to life. "Hey, I think I figured out how I did it. Should I try it again? Just once?" Ben asked, a grin spreading across his face. He began turning the dial, new silhouettes spinning into view—first a flying insectoid with sharp, spindly limbs, then a raptor-like dinosaur with a long tail, and finally some strange quadruped none of them could quite identify.

The guild reacted instantly.

"YES!" Natsu roared, practically bouncing in his seat.

"Do it! Do it!" Happy cheered.

Lucy, however, had her arms crossed, looking anything but convinced. "Are you seriously encouraging him to transform again right after the forest fire incident?" she asked incredulously.

"Absolutely!" Natsu replied without hesitation.

Lucy groaned. "Unbelievable."

"I wouldn't," Gwen said finally, her voice firm, though there was no venom in it—just concern.

Ben shot her a mischievous smirk. "No duh, you wouldn't." Without another word, he slammed down the dial.

The scene shifted into that now-familiar green-and-black void, the moment where Ben's human form seemed to transform into something else entirely. Veins in his arm began to swell unnaturally as the Omnitrix seemed to sink into his skin, glowing lines snaking upward. The bulging veins crept toward his face until they reached his tightly shut eyelid—then it snapped open, revealing a blank, burning orange eye.

Orange fur sprouted rapidly over his skin, spreading in waves. His mouth elongated, teeth sharpening into jagged fangs while his fingers reshaped themselves into thick, lethal claws. As the last of his human features melted away, he now stood as a strange eyeless canine-like creature, gill-like slits pulsing along the sides of his neck.

The newly-formed Wildmutt flexed his clawed fingers, then extended the claws with an audible shhk before slamming them into the dirt. He threw his head back and unleashed a guttural, feral roar.

From the audience, some members immediately recognized him.

"That's Wildmutt!" Levy exclaimed, smiling in recognition.

Juvia tilted her head, studying the creature. "Except… smaller? And missing his tail and stripes."

Ben chuckled. "Yeah, my aliens grow and mature just like I do. That's what a ten-year-old Vulpimancer looks like—still dangerous, just… less refined."

On-screen, Gwen's expression twisted in mock disgust as she eyed the drooling, fur-covered creature in front of her. "Ew! This thing's even uglier than you are normally! Wow—better put a flea collar on this mutt!" she said with a smirk.

Wildmutt lowered his head and let out a low, rumbling roar in her direction, clearly not amused.

The audience reactions were mixed.

"Bit harsh, don't you think?" Mirajane frowned.

"Yeah," Wendy agreed softly. "She could be nicer…"

Juvia narrowed her gaze. "Gwen's fortunate I wasn't there," she murmured.

Ben shrugged from his seat. "Eh, we were kids. We held onto the dumbest grudges back then."

Lucy glanced at Natsu and Gray, her eyes narrowing with an amused smirk. "Reminds me of another pointless rivalry I know."

"Hey!" Natsu and Gray said at the same time, both glaring at her—before immediately turning to glare at each other.

"And no eyes? What good is this one? It can't even see!" Gwen scoffed, folding her arms.

She paused, noticing the marshmallow stick still in her hand. A sly grin tugged at her lips as she glanced at the hulking alien in front of her. Without a word, she slowly crept around behind Wildmutt, blowing on her hands as if to "warm up" her swing. She gripped the stick like a bat, winding up for a sneak attack.

But before she could bring it down, the gill-like slits on Wildmutt's neck flared open with a faint hiss. A sharp, rapid ping-ping-ping sound echoed through the guild hall—like some kind of living radar. Through this, Gwen's body lit up in Wildmutt's senses as a glowing red silhouette, every movement perfectly visible to him despite the darkness and her stealth.

Wildmutt smirked—at least, as much as a fang-filled muzzle could—and performed one explosive leap. He landed effortlessly atop the Rust Bucket with a thunk, leaving Gwen swinging at empty air. The sudden overextension made her lose balance entirely, spinning awkwardly before wiping out in the dirt.

Wildmutt peered over the edge of the RV roof, his head tilted and his toothy grin smug.

Gray leaned forward with interest. "Huh… so that's what you see as Wildmutt?"

Ben nodded from his seat. "Yep. I can't see normally—everything's just smell, heat, and movement in my head.

Natsu made a face. "That's freaky."

Macao gave an approving nod. "Freaky or not, that's some impressive agility for a beast that size."

"Okay… so maybe it's not a total loser," Gwen begrudgingly admitted, brushing dirt from her knees as Wildmutt hopped back down from the RV roof. The orange-furred alien landed right in front of her, jaw hanging open as a thick line of drool dripped onto the ground between them.

"Ew—two words: breath… mints," she quipped with a wrinkled nose.

Wildmutt let out a low growl, then casually scraped a paw through the dirt and flicked a spray of it right at her legs.

Several guild members burst out laughing.

"She did have that one coming," Gray chuckled.

Wildmutt then bolted off, leaping into the forest with a surprising combination of speed and fluid motion.

"Get back here! Ben!" Gwen shouted after him, pointing furiously at the treeline. "I'm gonna tell Grandpa that you turned into some freaky-animal-monster-thing and went swinging around the forest when he told you not to!"

She stopped mid-step, her own words catching up to her. "…Oh, this is a majorly weird day."

That got the wizards laughing again.

"I'm sure that was something she never expected to say," Levy giggled.


Wildmutt was swinging through the forest from tree to tree, his claws hooking into bark as he vaulted effortlessly between branches. He finally came to a crouched halt on a thick bough, panting quietly—when suddenly, the distinctive mechanical whirr of a scanner cut through the air. One of the smaller Mechadroids had locked onto him, its red optic pulsing.

Natsu leaned forward eagerly. "Oh-ho, here we go—fight time!"

"Beast versus machine," Gajeel grinned, clearly invested.

"Hope the tin can brought spare parts," Gray smirked.

Wildmutt's gills flared open, radar pinging sharply, and in the same instant he sprang aside—just as a laser scorched the branch he'd been crouching on. He bounded from trunk to trunk, each leap narrowly evading more sizzling blasts.

"Those are some fast reflexes," Mira noted with an impressed smile.

"Fast? That's instinct, not reflex," Macao corrected. "The kid's letting the alien do the work."

"Well…you're not exactly wrong." Ben confirmed.

The Mechadroid slowed, swiveling its head as its sensors swept the area. Unable to spot its prey, it whirred quietly and began to move on. The camera shifted to reveal Wildmutt crouched upside down on a branch behind the machine, tail-less silhouette tense like a spring.

Wildmutt began scaling higher into the tree canopy as the robot rolled into a clearing to resume scanning. In a flash of orange fur, the Vulpimancer lunged—landing squarely on the machine's back.

"Get it, Ben!" Natsu shouted, pumping a fist.

"Rip that hunk of junk apart!" Gajeel barked.

Lucy sighed. "Why do you two sound like you want more property damage?"

The Mechadroid spun wildly, trying to shake him off, its laser blasting indiscriminately and felling nearby trees. Wildmutt clamped his jaws down hard on the laser arm, his fangs sparking against metal, until with a metallic crunch—the entire weapon tore free.

"Nice!" Cana whooped. "Now it's just a bucket on parts."

"I suppose that's one way to disarm an enemy," Erza noted with approval.

The crippled droid suddenly veered into a mad flight pattern, banking through the forest and slamming sideways into a thick trunk. Wildmutt yelped as he was crushed briefly between machine and bark, before being dragged along as the Mechadroid plowed through low branches.

"That's gotta leave some splinters…" Gray muttered.

"Wildmutt's hide is pretty tough, so I didn't feel much." Ben clarified.

Finally, Wildmutt roared and tore the robot's head completely off, wires snapping and sparks flying. The headless body continued to lurch forward blindly, smashing into more trees.

"That thing's still going without a head?!" Lucy exclaimed.

To make matters worse, the Omnitrix on Wildmutt's chest began beeping in rapid succession.

"Uh-oh," Happy gulped.

"Worst time for his magic to run out," Droy muttered.

To make matters EVEN WORSE, the rogue Mechadroid was barreling straight toward the edge of a cliff. Wildmutt's radar-like senses picked up the drop-off instantly—his instincts screaming danger. If he timed out here, reverting back into human form mid-air, there'd be no way he'd survive the collision.

Levy gasped. "If he turns back now—"

"He's toast," Happy finished grimly.

"Happy, I'm right here." Ben reminded.

At the very last moment, Wildmutt pushed off with all fours, soaring away from the cliff as the Mechadroid shot straight past the edge. The machine plummeted, slamming into the rocks below with a thunderous explosion that sent smoke curling into the sky.

"Whew! That was close," Wendy exhaled.

Wildmutt's leap ended in a cushioned crash into a thick pile of leaves. The moment he landed, the Omnitrix on his chest flashed red—and in a burst of light, the alien vanished, replaced by a slightly dazed but grinning Ben Tennyson. He looked over at the smoking cliffside and threw his fists up in triumph. "Yes!"

"Kid's still got that rookie victory cheer," Macao chuckled.

"Yeah, but it's earned," Mira said warmly.

His celebration didn't last long. A shadow fell over him, and Ben's eyes widened to see another Mechadroid hovering ominously above, its optic glowing a dangerous crimson.

"Oh, not good…" he muttered, taking a nervous step back.

Juvia tensed, hands clasped in worry. "Oh no. Ben, you're defenseless now."

"He'll have to dodge and run—" Erza began, before gasping as the next moment unfolded.

Before the Mechadroid could fire, Gwen burst into view, swinging a shovel like a warhammer. CLANG! The machine reeled as she struck it square in the optic. "Ugh! Back off, Sparky! No flying tree-trimmer is going to hurt my cousin!" she shouted. Without hesitation, she drove the shovel down again and again, each metallic thud echoing in the forest.

The guild roared with mixed surprise and delight.

"Whoa! Didn't know she had that in her," Natsu grinned.

Cana smirked, lifting her mug. "Told you—mini-Erza."

Erza gave an approving nod. "She has spirit."

Ben blinked up at her, still catching his breath. "Never thought I'd say this, but… am I glad to see you." The Mechadroid sparked violently, smoke and energy crackling from its dented shell.

The two bolted just as the machine went up in a fiery burst.


The trio of Tennysons were gathered inside the Rust Bucket. "I was worried that you might get popular with that thing on your wrist. That's why I asked you not to fool around with it until we know what the heck it is," Max said firmly, his eyes locked on his grandson.

Jet leaned back in his seat. "Eh, to be fair, him messing with it is what saved both their hides from those drones."

"Yeah, without Wildmutt, they'd be toast," Droy agreed.

"Sorry, Grandpa…" Ben mumbled. Then his face lit back up as the thought hit him. "But at least I figured out how to make it work! All you do is press this button—" He gestured animatedly to the Omnitrix. "—then, when the ring pops up, just twist it until you see the guy you wanna be. Slam it down, and bammo! You're one of ten super-cool alien dudes!"

Across the table, Gwen folded her arms, unimpressed. "What about staying a super-cool alien dude and not turning back into plain old pizza-face?" she said sharply.

That jab knocked the grin right off Ben's face. "I… kinda haven't figured that part out yet," he admitted, scratching the back of his neck.

Gray tilted his head, glancing at Ben. "But you can stay as an alien for as long as you want now, right?"

"Yeah," Ben nodded. "The Omnitrix is a lot more flexible these days."

Gajeel smirked. "So why not stay alien all the time? Seems like a no-brainer."

Ben froze, clearly considering it—but then recalled meeting an alternate version of his adult self and what would happen if he went down that path.

Boy. His friends were in for a big surprise if this spell showed them that memory!

"While I do enjoy being an alien," he said slowly, "being 'Ben' is just as important. It's who I am. The aliens are part of me… but they're not all of me."

Juvia gave a warm smile. "Juvia agrees. While she loves Water Hazard, she wouldn't want Ben to be stuck as him all the time."

Ben's cheeks flushed at that, and he quickly looked down at the table. "Uh… t-thanks."

"With a device as powerful as that watch clamped on you, my guess is we better help you learn—fast," Max declared, his voice carrying the weight of both urgency and determination.

"All right!" Ben cheered, practically bouncing in his seat.

Before anyone could say more, a burst of static crackled through the Rust Bucket's CB radio. "Mayday! Mayday! Somebody help us! We're under attack by some sort of— I know you're not going to believe me, but… robot!" The Forest Ranger's frantic voice filled the air.

Wendy stiffened. "The big one's still out there…"

"Yeah, but why's it attacking other people if all it wanted was the Omnitrix?" Levy frowned.

"Maybe it's just clearing the area of witnesses," Freed suggested grimly.

Inside the RV, Ben's expression hardened. "Sounds just like those things that attacked me. Must be looking for the watch. Those people are in trouble because of me! I think I can help them."

"Er, you? What are you gonna do about it, Tennyson?" Gwen shot back, skeptical as ever.

Ben looked down at the glowing Omnitrix on his wrist with a smile. The determination in his eyes left no room for argument.

"He's got the right idea," Natsu grinned. "Go kick that machine's butt!"

The scene transitioned to the Tennyson trio sprinting through the woods. The Omnitrix beeped and lit up in standby. Ben glanced at Max, who gave him a single, steady nod.

Ben grinned at the unspoken go-ahead. "Yeah," he muttered, excitement building as he primed the dial. "Eenie, meenie, miney…" His fingers spun past the glowing silhouettes—one a ghostly wisp, another an insectoid shape—until he stopped on a tall, spiky humanoid form.

"Here goes!" He slammed the dial down.

The world shifted to the swirling green-and-black void, and bluish-green crystal erupted from the Omnitrix, racing up his arm. The alien mineral overtook his limb and then the rest of his body like armor being forged in real time. Thick, jagged plating locked into place, encasing him from head to toe until only his single, glowing yellow eye shone through. Spikes jutted from his back, refracting the faint light like shards of glass.

Macao's brows rose. "Diamondhead, huh?"

"Eh, I would've gone Four Arms." Elfman said.

"Looks a bit different here though," Jet noted.

Ben nodded. "My aliens sometimes get new outfits as time passes."

"So what can this guy do?" Gwen asked, her voice a mix of curiosity and skepticism.

"I don't know," the crystal warrior admitted, his deep new voice echoing slightly with each word, crystals clinking together as he moved. "But I bet it's gonna be cool." He flexed his massive hand, the facets catching the light, then clenched it into a solid, unyielding fist.

"Not wrong there," Gajeel grudgingly agreed, recalling how thoroughly Diamondhead beat him in their last spar.


The Tennyson trio burst out of the trees and into chaos. The campsite was already half-ruined—an enormous Mechadroid stomped through rows of RVs, firing red lasers that seared through the metal like tissue paper. Explosions lit the night sky while campers screamed and scattered in terror, some barely dodging the collapsing wreckage.

The Fairy Tail guild winced collectively at the sight.

"Those poor people!" Wendy cried.

"Damn tin can doesn't care who it hurts," Gajeel growled, steel teeth glinting.

"Of course it doesn't—it's after the Omnitrix," Levy said grimly.

Diamondhead stepped forward, the crystalline plates on his shoulders clinking as he moved. His glowing yellow eyes narrowed. "Looks like papa-robot this time." He glanced back at Max, his deep voice steady despite the chaos. "I'll get Gearhead's attention. You guys get the campers to safety."

Max clapped Gwen's shoulder and motioned for her to follow. The two immediately sprinted toward the panicked campers, waving and shouting for them to move away from the fight.

The audience murmured approvingly.

"Smart move—divide the job, keep the civilians safe," Erza noted.

"Guess even back then Ben wasn't half-bad at making plans," Gray admitted with a smirk.

Meanwhile, the Mechadroid stomped forward, its glowing eyes scanning for targets. Families ducked and ran, dragging children, while the machine's shadow loomed across the flames of burning RVs. Then, its gaze locked on movement—a park ranger rushing toward a woman who had tripped and fallen.

He reached her, grabbing her arm to help her stand. But the act of bravery drew the robot's focus. The Mechadroid's claw shot out, seizing the ranger around the torso like a ragdoll. The ranger screamed as the machine lifted him effortlessly into the air.

The guild audience tensed.

"Not good!" Happy yelped.

"Let me at it—" Natsu half-rose from his seat, fire sparking between his teeth.

Gray yanked him back down by the collar. "Sit down, flame-brain. This is a recording of the past."

Lucy nodded, arms crossed. "In another universe, I might add."

"Meaning none of us could do anything anyway," Gray finished with a shrug.

Natsu slumped back, fists clenched. "Tch. Doesn't make it easier to watch."

Levy leaned forward, frowning. "Why's it going after random people, though? It's not like they have the Omnitrix."

Ben crossed his arms thoughtfully. "Probably searching. If it doesn't know who has the Omnitrix, it's scanning anyone it thinks might be carrying it."

On-screen, Diamondhead stood firm, hands on his crystalline hips. His yellow eye glared at the towering machine. "Leave him alone!" he barked, his voice like stone grinding together. He stepped forward, defiant. "You want somebody to pick on? Try me!"

The Mechadroid's sensors locked onto him, identifying the Omnitrix's signal embedded in his chest. Its grip loosened instantly, dropping the ranger to the ground before turning its full attention to the crystalline alien.

The robot's chest lit with power, and in the blink of an eye, a searing red laser blasted across the clearing. It struck Diamondhead dead-on, hurling him backward like a meteor. He slammed through the side of a parked RV, the structure collapsing in on itself—then the Mechadroid finished the job, a second blast vaporizing the vehicle into a fireball.

The audience cried out in unison.

"BEN!" Wendy and Juvia both yelled.

They just—blew him up!" Happy squeaked.

"That's it?" Droy asked, scowling. "The kid's already toast?"

"He's fine." Gajeel said, unworried. "Just keep watching."

Ben calmly lifted a finger. "Notice something. The second it scanned me, it stopped going after anyone else. From then on, I was the only target."

"That makes sense," Erza admitted, nodding. "Its orders must have been to secure the Omnitrix, not mindless slaughter."

Back on screen, smoke and fire billowed where the RV had been. For a moment, it looked as though the boy-hero was finished, crushed and buried beneath the wreckage. The Mechadroid's optics scanned the flames, searching for confirmation.

Then—a sharp crack. A glimmer of light split the rubble. With a screech of rending metal, a diamond-like spike pierced up through the wreckage, slicing forward with unstoppable force.

The crystalline alien shoved his way free, his body gleaming in the firelight. His right arm was no longer a hand but a jagged blade of pure diamond. He raised it, marveling as the edges glistened. Then, with a flex of his will, several crystal spikes erupted outward from his forearm.

"Cool…" Diamondhead rumbled, his deep voice filled with awe at his own power.

The guild reacted instantly.

"See what I mean." Gajeel crossed his arms. "Kid's just fine."

"That's—actually awesome," Lucy admitted, eyes wide.

"Okay, now we're talking!" Natsu shouted, his grin returning.

Juvia clasped her hands together, dreamy-eyed. "Water Hazard may be wonderful, but Diamondhead is very handsome too…"

Ben turned red at that, scratching his cheek sheepishly. "Yeah, uh… thanks, Juvia."

Gray tilted his head. "Wait—don't you already know how to use Diamondhead?"

"Not back then," Ben explained, shrugging. "When I first got the Omnitrix, I had no idea what I was doing. Every alien form was trial by fire. I had to learn through experience."

Makarov chuckled, stroking his beard. "That's not unlike when a wizard first discovers their magic. It takes time, patience, and practice to master it."

Cana smirked, lifting her drink. "Still… having to fight a killer machine right out of the gate? That's one way to learn on the fly."

Natsu grinned wide. "That's the best way to learn!"

"Only you would think that," Lucy muttered.

On-screen, the towering Mechadroid began stomping forward, its sensors glowing as they locked onto Diamondhead's crystalline frame. The alien's yellow eye glowed back with determination.

Diamondhead rushed forward, crystalline feet digging trenches in the dirt. He swung his arm-blade in a powerful arc, aiming to cleave the machine's chest in two.

But the Mechadroid reacted with surprising speed. Its three legs rotated rapidly like a spinning wheel, propelling it into the air. It flipped over the slash and came crashing back down, slamming Diamondhead into the ground with bone-rattling force. The impact sent dirt and debris exploding outward, leaving both combatants at the bottom of a crater.

Pinned beneath the mech's crushing weight, Diamondhead groaned, crystal plates grinding under pressure. He winced up at the massive machine pressing him down. "Uh-oh… think I'm in trouble."

The Fairy Tail guild collectively winced.

"His inexperience is showing," Erza observed, arms folded. "Charging in without a plan is reckless."

"To be fair, Ben is still a kid at this point." Juvia defended. "We should cut him some slack."

Ben sighed, rubbing his temple. "Erza's not wrong though. I had power but no idea how to actually use it yet. That got me into a lot of jams."

As the fight played out, Max and Gwen managed to pull the park ranger to his feet. "What is going on here?" the official demanded, eyes wide as he tried to block out the chaos of screaming campers and burning RVs around them.

"You probably wouldn't believe me if I told you," Gwen said quickly, tugging on his arm. "Now come on!" She and Max took off through the smoke.

The ranger hesitated, still processing the insanity unfolding before his eyes.

In the guild hall, a few members chuckled nervously.

"Honestly, I'd be just as frozen as him," Levy admitted. "Robots, crystals, laser fire—who could make sense of that?"

"Still better to move first, ask questions later," Erza said firmly.

Back on-screen, the Mechadroid released its crushing hold on Diamondhead, only to snatch him back up like a toy. With terrifying strength, it hurled the alien across the campsite. Diamondhead's body slammed into the ranger's truck with an earsplitting crash, the force shaking the ground.

The park official yelped, diving out of the way just in time as the crystalline hero shattered the windshield and caved in the roof. Dust and glass rained down around him.

At that, the ranger finally dropped any pretense of bravery. He turned on his heel and bolted for his life, weaving past fleeing campers.

"YES, finally! Get the hell out of the way already, moron!" Gajeel roared, throwing up his hands in exasperation.

The crystalline hero clawed his way out of the rubble, shaking glass and splinters from his shoulders. His eyes locked onto the Mechadroid as it fired another laser. He dove aside just in time, shards of crystal scraping against dirt. Another shot followed, cutting off his path, then another, boxing him in.

Diamondhead ducked under one more blast—this one striking a nearby tree with a crack of thunder. The massive trunk groaned, snapped, and toppled, its shadow falling directly over Gwen. She froze in shock, wide eyes glued to the looming weight about to crush her.

"Gwen!" several guild members cried in alarm.

At the last instant, a sharp diamond spike burst outward, cleaving the tree in two with a sound like shattered glass. The trunk split cleanly and crashed harmlessly to either side, leaving Gwen untouched. Standing before her was Diamondhead, his crystalline back bristling with receding spikes.

"So, we even?" he asked, his deep, reverberating voice carrying just enough smugness to sound like Ben.

"Even," Gwen said, relief washing over her as she gave him a quick nod.

The Fairy Tail hall exhaled as one.

"Phew, that was too close," Lucy said, pressing a hand to her chest.

"See? They bicker all the time, but deep down, they care," Cana remarked with a grin.

Ben smiled faintly. "Yeah. Gwen and I had our share of arguments—still do, honestly—but she's family. When it matters, we'll always have each other's backs."

"Aye," Happy agreed, tail flicking. "Family's like that."

At that, the guild broke into murmurs of agreement.

"That's the Fairy Tail way too," Makarov rumbled proudly.

The tender exchange barely lasted a heartbeat before the Mechadroid's claw shot forward, clamping around Diamondhead's crystalline body. "Uh-oh!" the hero yelped, squirming as the machine effortlessly lifted him into the air. Its other arm clamped onto his left forearm—right where the Omnitrix would've been on human Ben—and began to pull.

The guild tensed.

"It's trying to rip his arm clean off!" Levy gasped.

"Or rip the Omnitrix out with it…" Erza said grimly.

Onscreen, Diamondhead grit his teeth, straining against the robot's grip. Recalling what this form could do, his trapped arm suddenly shifted, facets elongating into jagged spikes that exploded outward.

"'Bout time he remembered to do that," Gajeel scoffed, arms crossed.

But the robot was quick to retaliate. Using the palm of the now damaged hand holding Diamondhead, it fired a point-blank blast into his chest. The crystal hero was hurled across the battlefield, smashing through the corner of a building in an eruption of rubble and dust.

"Ben!" Max called out to him, his face stricken with fear.

Dust and rubble shifted. Slowly, Diamondhead rose from the wreckage, clutching his arm before lifting both crystalline forearms into a defensive stance. The Mechadroid advanced, its cannon glowing again.

The next beam fired—and Diamondhead braced himself. His diamond arms caught the laser, refracting it outward like a prism. Beams split off in wild directions, scorching across the campsite, narrowly missing Gwen, Max, and the fleeing campers.

"Whoa—!" Lucy yelped, flinching back as if the beams were coming at her too.

"Wait…" Levy leaned forward, eyes bright. "Those refractions—his crystals bend the laser's energy. If he can angle it right, he could send the attack back at the robot!"

"Yeah, if he doesn't accidentally barbecue his family first," Gray muttered, watching Gwen dive for cover.

"C'mon…You can do it," Wendy quietly rooted for young Ben.

Ben smirked knowingly, arms crossed.

Onscreen, Diamondhead slammed to the ground, panting—but his eyes narrowed with sudden determination. An idea clicked.

He staggered up to his feet and shouted at the towering mech, pounding a crystalline fist to his chest. "C'mon! Burn one in here!" he taunted, pointing to his torso like a dare.

"Get out of there, Ben! Run!" Max pleaded desperately from the sidelines.

But the Mechadroid, taking the bait, leveled its cannon and fired.

Diamondhead raised his palms, diamond facets shimmering. The beam struck—and though it pushed him back at first, he planted his feet, steadied himself, and angled his arms just right.

The laser refracted sharply, sweeping like a blade of light.

Erza's eyes widened. "Levy was right—he's turning the machine's strength against itself."

Wendy clasped her hands at her chest, whispering, "Please work…"

"'What comes around, goes around!'" Diamondhead roared. "Let's see how you like it, ya techno-freak!"

The beam reflected back across the Mechadroid's torso, cleaving it in two. Its upper half shrieked in sparks before detonating, while the lower half collapsed backward, crashing into the dirt in a heap of fire and smoke.

"All right!" Gwen and Max shouted together, relief breaking across their faces.

The guild erupted with cheers, fists slamming tables.

"Nice one, Ben!" Natsu hollered, pumping his fist.

"Brilliant use of the environment," Erza praised with a small, approving smile.

Juvia sighed dreamily, hands clasped beneath her chin. "Juvia never lost faith in Ben's strength…"

"Backed into a corner and still finds a way to win…" Mirajane smiled softly. "Sometimes you don't know what you're capable of until you're forced to act."

"Eh, he was alright." Gajeel shrugged, glancing away.

Ben chuckled, rubbing the back of his neck. "Yeah, that was one of those… 'wing it and hope it works' moments. I didn't even know I could do that until it happened."

"Instinct unlocked in the heat of battle," Makarov nodded sagely. "It's the same with many of our young mages. Desperation can draw out hidden potential."

"Way to go, Be—" Max started to congratulate his grandson, but then froze as dozens of eyes from the saved campers turned toward him. He cleared his throat, shifting quickly. "…Uh—Diamond-headed guy!" he corrected, forcing an awkward smile.

Levy chuckled. "Ah… so that's when he got the name."

"Not exactly creative," Cana teased, smirking into her drink. "But it sticks."

Onscreen, Diamondhead threw his crystalline arms up in victory, jumping around like he'd just scored the winning point in soccer. "Oh yeah! Who's bad?! YEAH!" he shouted, voice cracking with excitement.

Max and Gwen frantically waved at him, trying to signal be subtle, Ben! But when the alien boy finally noticed the crowd.

The guild burst out laughing.

"Bwahaha!" Natsu doubled over. "He's still a total kid in there!"

Gray snorted. "Some hero pose… Looks more like a dork celebrating recess."

Even Erza cracked the faintest smile. "At least his spirit remains unbroken. That counts for something."

Ben slumped in his chair, red in the face but grinning anyway. "Yeah, yeah, laugh it up. I was ten, okay?"

Onscreen, Diamondhead puffed his chest out, trying to restore some dignity after his goofy celebration. He cleared his throat, voice dropping into a deeper, "cool" register. "Well, I… think my work here is done." With a dramatic turn, he strode off, quickly breaking into an awkward jog to escape the staring campers.

"Who was that guy?" one camper whispered.

Another shrugged. The group exchanged confused looks while, a short distance away, Gwen and Max tiptoed out of sight, trying their best not to draw more attention.

That got a round of laughter from the guild.

"Yep," Cana smirked, raising her mug. "That's classic Fairy Tail. Show up, smash the bad guy, then skip out before the clean-up crew arrives."

"Sounds like Ben was Fairy Tail material even when he was young." Mirajane giggled.

The hall erupted with knowing chuckles and nods.

Ben raised an eyebrow, crossing his arms. "Uh-huh. Pretty rich coming from this guild. If I remember right, I'm usually the one stuck cleaning up your messes." His gaze slid pointedly to Natsu and Gray.

The fire and ice wizards both bristled immediately.

"Oi! Don't pin that all on me!" Natsu barked.

"You're the one who burns down half the street before the fight's even started!" Gray shot back.

"Better than walking around town naked, ice-block!"

"WHAT WAS THAT?!"

As their shouting match broke out again, the rest of the guild roared with laughter, leaving Ben to sigh and pinch the bridge of his nose.


Back in the cold black of space, the massive warship drifted, its scarred hull lit by the sparks of repair drones crawling across it like ants tending a wounded beast. Inside, the command chamber pulsed with an ominous red glow.

On his throne, the tyrant seethed. Metallic limbs creaked as he shifted, his mutilated body a living testament to his battles. His single glaring eye glowed with fury, mandibles grinding.

"Failure?!" Vilgax's voice thundered, shaking the chamber. "Unbelievable! That puny Earth being—the one keeping the Omnitrix from me—" He leaned forward, every syllable laced with venom. "—will soon hang on my trophy wall."

Several shivered almost in unison.

Levy frowned. "Even injured… he still feels terrifying."

"Yeah," Elfman muttered, his jaw tight. "That's a real man's killing intent… no mercy in it."

"If you can even call that a man…" Jet pointed out.

Juvia pressed her hands together nervously. "Juvia can feel his menace from just the screen…"

Even Natsu's trademark grin flickered for a moment before he shook it off, flames sparking back to life. "Heh, I could take him."

Gray snorted, folding his arms. "Yeah, sure. He's half-mangled and stuck in a fish tank—Happy could take him."

"I meant at full strength, ice-for-brains!" Natsu shot back, baring his teeth in challenge.

Ben opened his mouth, ready to jump in—but closed it just as quickly. He let the argument slide, knowing from experience that words wouldn't do Vilgax justice. The memories of those battles were proof enough.


The scene shifted to the next morning at the Rust Bucket campsite. Gwen and Max were finishing up packing their things when Max glanced around. "Where's Ben?"

"I haven't seen him since breakfast," Gwen replied, adjusting her bag.

Before Max could call out, a thunderous sonic boom cracked across the woods. The source arrived in a blur, dust whipping around the campsite as a sleek, raptor-like creature skidded to a stop. Blue skin shimmered under the morning sun, black stripes rippled down its tail, spikes jutted from its elbows, and spheres served as uncanny feet. A long, cone-shaped spike crowned its head, while a visor masked its face.

"XLR8!" Jet lit up immediately, grinning ear-to-ear. "Now that's my favorite!"

"Even though he's way faster than you?" Droy teased.

Jet deflated slightly. "Shut up…"

"Ben?" Max asked in surprise.

The visor lifted, revealing the striped face and solid green eyes beneath. "Yep. Hey, check this out!" Ben grinned, and in an instant he blurred into a whirlwind. Within seconds the camp was broken down and all the baggage neatly packed away.

He zipped back into place, dusting off his claws proudly. "Pretty fast, huh?"

Before Gwen or Max could answer, the Omnitrix timed out, flashing red as the alien shrank back into human Ben.

"I think this is gonna be the best summer ever," he declared, whipping dust off his shirt.

"Absolutely," Max agreed warmly, smiling at his grandson.

"It's definitely going to be interesting," Gwen added, folding her arms. "So, where'd you go anyway?"

"Just had to take care of a couple of things before our vacation really got rolling," Ben said, trying for nonchalance, though the smug little smirk gave him away.

"What could he possibly mean by that?" Levy mused, tapping her chin. "With that speed, he could've gone anywhere in minutes."

"Or swiped every bakery's morning batch of bread," Gray muttered dryly.

"Oi! Don't give him ideas!" Natsu barked, though his grin betrayed he'd probably do the same.

Ben folded his arms, smirking knowingly. "You'll see. Let's just say ten-year-old me had… priorities."


On the streets of Bellwood, two familiar boys dangled awkwardly from a tree branch, their underwear hooked tight over the bark. Cash groaned, squirming uselessly. "Dude. How'd we get up here?"

JT rubbed his head, just as dazed. "Uh… I'm not sure. It all happened so fast."

Cash flailed his arms toward the road, spotting a passing car. "Hey! Somebody? Anybody? Little help up here, please!"

The guild hall burst into laughter.

"Classic!" Natsu slapped his knee.

"Poetic justice," Erza noted with a faint smile.

"Indeed," Juvia stifled a laugh. "Bullies always reap what they sow."

Happy was rolling in the air, cackling. "Hung out to dry! Literally!"

Even Wendy covered her mouth to stifle a giggle.

Ben smirked, leaning back in his chair with a faint gleam in his eye. "Can't lie… I enjoyed that one. Just a little."

"Only a little?" Cana teased, raising a brow.

Ben chuckled under his breath but said nothing more.

The screen faded to black. A moment later, glowing runes shimmered across the air above the monitors:

"INTERMISSION — 15 minutes until the next episode begins."

At once the guild hall filled with a lively hum. Chairs scraped against the floor as people stretched, wings of chatter and laughter spilling through the room. A few mages went to refill mugs, others raided trays of snacks, while some simply stayed seated, buzzing with energy from what they'd just seen.

"Man," Elfman whistled, leaning back in his chair, "handling yourself like that at ten years old? That's a real man's courage."

Ben rubbed the back of his neck sheepishly. "Thanks… though at the time I was mostly just winging it."

"Aye!" Happy chirped, fluttering in the air. "But you still kicked butt! Like a real hero."

That sent Natsu into a cackle, nearly falling off his seat as he jabbed Gray with an elbow. "Oi, giving those two dorks wedgies was great!"

Gray snorted. "Yeah! Comedic gold and karma. So, did you always handle bullies like that, Ben?"

Ben chuckled but shook his head. "Not really. I usually just let it go now. Last thing I want is to stoop to their level. But that day…I just couldn't resist."

Natsu pouted. "So no fireballs to the face?"

"Too extreme. Most people in world aren't as durable as people here, Natsu." Ben reminded.

Erza tilted her head thoughtfully. "One thing caught my attention. Why keep your identity a secret? You were saving lives."

Ben's expression sobered. "Because if everyone knew it was me under the mask so to speak—or worse, a kid with this on my wrist—" he tapped the Omnitrix, "then the wrong people would know, too. And they'd come after me… and my family."

The room quieted a beat at that, guild members exchanging glances. Lucy bit her lip. "That's… heavy. You were just a kid."

"Yeah," Ben muttered. "Didn't stop people from trying."

Wendy, perched beside him, hesitantly nudged. "Um… how long did you have to wait until you actually fought that Vilgax person? He looked really injured in that tank."

Ben leaned back, exhaling slowly. "A little over a month. But when he showed up…" He shook his head. "You'll see. He's the kind of powerhouse you don't forget. And the worst part? He only got stronger as the years went on."

Even Natsu's grin faded slightly at the weight in Ben's tone.

Gray broke the silence with a scoff, arms folded. "Tch. Doesn't matter. You handled him once, you'll handle him again."

Ben smirked faintly, but his eyes flicked to the screen. "You'll see soon enough what I was up against."

Lucy tilted her head thoughtfully, her eyes flicking toward Ben. "What about you and Gwen? If you don't mind me asking, why didn't you and her get along much when you were kids?"

Wendy nodded. "Y-Yeah. You bickered a lot in those clips, but… you said you get along well now."

Ben exhaled slowly, resting his arms across the table. "Fair question." He rubbed the back of his neck, eyes thoughtful as old memories came back. "Thing is… Gwen's always been the smart one. A real prodigy. Top of her class, could quote stuff she read once like it was nothing. Me? I struggled to keep up in school. Honestly, half the time, I felt like I was two steps behind everybody else."

Although a lot of that was 'cause of my own lack of effort. Ben inwardly added.

Levy perked up at that, listening closely.

Ben gave a small shrug. "My parents… well, they didn't mean any harm, but they'd always say, 'Ben, why can't you apply yourself like Gwen?' And after a while… that gets under your skin, y'know?"

Juvia frowned. "Sounds like they were comparing you two all the time."

"Exactly." Ben gave a wry chuckle. "Didn't help that Gwen and I share the same birthday. Every year it was a joint party, which meant we both had to compromise. She wanted her kind of fun—brainy games, puzzle stuff—while I just wanted to do kid stuff, mess around, blow off steam. We never saw eye to eye, and it turned into constant friction."

Gray leaned back, smirking faintly. "So basically, two kids forced to share the spotlight who couldn't be more different. Figures."

Ben pointed at him. "Bingo." He sighed, softer now. "I guess… looking back, I resented her a little. But the truth is, she pushed me to be better in her own way. Even if, at the time, I didn't want to admit it."

Lucy's expression softened. "And now?"

Ben smiled faintly, a mix of pride and humility in his tone. "Now I know she's one of the reasons I didn't screw up worse than I did. Annoying or not, Gwen's always been family. And no matter how much we argued… we had each other's backs when it really counted."

Wendy beamed at that, visibly relieved. "That's really sweet."

"Sweet, huh?" Cana teased, raising her drink with a grin. "Sounds more like you were a stubborn little punk who couldn't handle sharing cake."

Ben rolled his eyes, but a small laugh escaped him all the same.

The lively chatter in the guild hall gradually slowed as the glowing runes overhead shimmered once more. The letters twisted, reshaping themselves until a clear message hung in the air for all to see:

"INTERMISSION COMPLETE — PLEASE TAKE YOUR SEATS. The next episode will commence shortly."

The room quieted as mages shuffled back into their places, mugs and snacks set down.

The runes pulsed again, brighter this time, before the words shifted:

"Episode 2: Washington B.C."

Notes:

There's a wrap on the first episode! Hope you enjoyed it.

Since this is my first reaction story, feel free to leave any critique and suggestions that I can use to improve the writing quality going forward. If there's reactions from other characters in the guild you want to see more of, let me know. Keep in mind this is Pre-Edolas arc, so characters like Laxus, Lisanna, Pantherlily, and Gildarts aren't present.

I also noticed that I didn't include many reactions from Carla in this chapter. Apologies, I'll be sure to add some from her in the next chapter.

I was planning on going through most of the important episodes throughout the classic series. I'm fine with doing the standalone episodes too as long as they're popular and well-liked…and can be seen as a notable event in Ben's life.

As many Ben 10 fans know, Ben's character throughout the franchise isn't handled well. What, with him learning the same lessons over and over again.

Would it be okay if I were to correct that in future installments? For example, in the Ghostfreak arc, Ben went through a strange character arc of learning to work as a team with Grandpa Max and Gwen…even though he showed no issue with that in previous episodes. Even as a kid I thought it was strange how Ben was acting.

Let me know what you guys think and how I should handle it.

As this is my first fan fiction, please leave any comments and critiques in the review box below.

Chapter 3: Episode 2: Washington B.C.

Summary:

The guild watches as Young Ben continues exploring his alien transformations while growing fixated on a rare Gold Sumo Slammer Card. At the same time, Dr. Animo makes his debut, stunning everyone with his twisted technology that mutates animals into monstrous forms. Through the chaos, Young Ben is challenged to put aside his distractions and begins to understand what it truly means to be a hero.

Notes:

Disclaimer: Ben 10 and Fairy Tail are not mine — I'm simply a fan playing in their sandbox. All credit goes to the original creators.

(See the end of the chapter for more notes.)

Chapter Text

The scene opened on a city street as a building was engulfed in flames, thick smoke pouring out of shattered windows. Sirens wailed in the distance, growing louder, a sign that first responders were on the way—but the building already looked ready to collapse at any moment.

Inside the building, the screen shifted to a narrow hallway. A boy and his mother coughed as they ran to the door, only for a burning beam to crash down in front of them, trapping them in their room. Flames licked at the walls, creeping closer by the second.

"Not good—" Gray muttered.

"Oh no… Those poor people," Wendy clutched the hem of her dress.

They looked around desperately, trying to find another way out, but the fire spread too quickly. Above them, the ceiling groaned, crumbling. Cracks formed, and burning pieces began to drop.

"It's going to collapse!" Lucy gasped, covering her mouth with her hand.

The boy and his mother huddled together, eyes squeezed shut as the ceiling gave way.

Many in the guild hall were fearful of the family's fate. Even Natsu's usual grin vanished, replaced by clenched fists.

The boy's small voice trembled as he braced for the end—until suddenly… nothing happened. Silence, except for the roar of fire. Slowly, the boy opened his eyes. Before him stood a tall figure wreathed in flames, holding the burning debris above their heads with ease.

"…Who are you?" the boy asked in awe.

The camera shifted to reveal the hero fully—Heatblast, body alive with fire yet moving with careful control, his empty eye sockets fixed firmly on the boy. He grunted under the weight but didn't falter.

"I'm here to help."

"Alright, Heatblast!" Natsu whooped, nearly knocking Happy off the table.

"That kid and mom are definitely lucky that Ben happened to be there," Cana murmured, relieved.

Heatblast let out a low grunt as he heaved the burning debris aside, sending it clattering against the far wall. Then, extending his glowing hands, he drew in a deep breath. Suddenly, streams of fire bent unnaturally toward him—the flames on the walls, the ceiling, even the floor—spiraling into his palms until the room was completely clear. The smoke thinned as the last embers flickered and vanished into his blazing body.

Erza crossed her arms, nodding with rare approval. "Impressive. Not only using power to destroy, but also to contain. That was clever, Ben."

Ben rubbed the back of his neck, grinning a little sheepishly. "Thanks… Took me a few tries as Heatblast to figure that trick out, honestly."

Happy tilted his head, wings fluttering. "Hey! That looks just like when Natsu eats fire!"

"Aye!" Natsu barked out a laugh, leaning forward with sharp eyes fixed on the screen. "Yeah, but I think I've got better table manners!"

"Table manners?!" Lucy groaned, smacking her forehead. "That's the last thing you should be bragging about…"

On screen, Heatblast turned, motioning for the family to follow him. His glowing form lit up the smoky hallway like a living torch.

The young boy immediately grabbed his mother's hand and tugged forward, eyes wide with excitement and trust. But his mother hesitated, pulling him back slightly. Her gaze lingered on Heatblast's flaming body, uncertainty flickering across her soot-streaked face.

"Makes sense." Levy noted. "If a giant fire creature told me to follow them, I'd hesitate too."

Cana raised her glass lazily. "Yeah, but given the situation? Burned alive or trust the scary fire dude? Easy choice."

On screen, the boy's insistence finally pulled his mother forward, her wary steps quickening as Heatblast led the way. Heatblast guided the family to a staircase. "This way!" he said, starting toward it—

but before they could move, the flames ate through the supports and the entire staircase crumbled into fiery wreckage.

"Er… on second thought…" Heatblast muttered awkwardly, turning his head. His molten eyes landed on a barred-up window. "That way."

The view shifted outside as a blinding beam of plasma seared through the wall, cutting a perfect circle around the window. Then, to the shock of the onlookers on the street, a roaring tornado of fire burst out of the hole, swirling down to the pavement. Gasps erupted from the crowd as the cyclone flared—before it suddenly dispersed, leaving Heatblast, the boy, and his mother standing unharmed on the sidewalk.

The guild hall immediately erupted in cheers.

"YEAH! He did it!" Natsu whooped, punching a fist into the air.

"Nice save, Ben!" Cana added, raising her mug with a grin.

The on-screen crowd gasped and clapped as well, some still wide-eyed at the flaming spectacle.

Lucy, though, gawked with incredulity. "Wait, wait, wait—how in the world did you get them out of a burning building inside a tornado of fire without roasting them alive?!"

Happy flapped in place, puffing out his chest like he'd figured out a mystery. "Ooooh, magic?"

Natsu leaned forward with narrowed eyes, tapping his chin thoughtfully. "Heatblast controls fire, right? So… you just controlled the flames not to burn them, right?" He turned toward Ben, looking for confirmation.

Ben smirked and gave a nod. "Yeah, spot on. I spun the fire around to create enough wind pressure to lift us out of the building, but I kept the temperature around them in check so they wouldn't get burned."

Gray whistled lowly. "So you're saying you used fire to make… basically a safe elevator."

Ben shrugged, half-grinning. "Something like that."

Erza nodded approvingly, arms crossed. "Resourceful and protective. You made the most of your abilities in the moment."

Jet shook his head, letting out a low whistle. "Man, ten years old and already walking through burning buildings to save people."

Juvia sighed happily. "Even so young, Ben is still just as amazing." This earned a hearty blush from the teen hero.

Heatblast straightened, basking in the gasps and applause of the crowd. "I'm sure you all want to thank me personally, but really it's all in a day's work for—" he began confidently—

Then he froze. His glowing eyes widened.

The boy he had just saved was clutching three golden trading cards in his hands.

"No way!" Heatblast dropped into a crouch beside him, pointing eagerly. "A gold Sumo Slammer card!" he exclaimed. "Where'd you get it? I've been looking all over for that!"

The guild hall burst into laughter at the sudden shift.

"Pfft—" Gray smirked, shaking his head. "One second, fiery superhero. Next second, trading cards."

Natsu was doubled over. "Hahaha! That's too good! He looks all scary but he's just a kid geeking out!"

Levy giggled behind her hand. "It's kind of cute, honestly."

Wendy tilted her head curiously. "Um… what's Sumo Slammers?"

Ben perked up at the question, grinning sheepishly. "Oh, right. It's this card game-slash-cartoon I'm really into. Basically, it's about these sumo wrestlers with all these crazy powers who fight each other in over-the-top battles. There are trading cards, collectibles, the works."

Happy blinked. "So… it's like a game and a show about big guys punching each other?"

"Pretty much!" Ben laughed, rubbing the back of his neck. "I got hooked on it way before the Omnitrix ever showed up."

Erza raised a brow but smiled faintly. "So even when wielding the power of a walking inferno, you still made time to indulge in your hobbies."

Lucy chuckled. "That's… actually really relatable."

"I-It was a prize inside a box of Sumo-Smack Cereal." The boy told him, bewildered.

But the moment was cut short when the Rust Bucket pulled up to the curb outside, honking its horn. Gwen leaned out the passenger window, arms crossed and glare sharp.

"Yo, Super-Doofus!" she shouted. "The fire was just a diversion to cover up a jewelry store robbery. The bad guys are getting away!"

The guild hall erupted with noise.

"Wait—WHAT?!" Lucy's jaw dropped. "They endangered an entire apartment building just to cover a robbery!?"

Erza slammed her fist on the table-bench, visibly furious. "How despicable. To put innocent lives at risk so maliciously…"

Back on the screen, Heatblast's expression flicked back and forth—eyes darting between Gwen and the golden cards still clutched in the boy's hands. "Er—I knew that," he said quickly, trying to save face.

"Pffft!" Gray burst into laughter. "Yeah, suuure you did."

The mocking caught like wildfire in the guild hall. A chorus of knowing smirks aimed at Present-Ben.

Ben groaned, facepalming with a long-suffering sigh. "Okay, okay, I admit it. At the time? The cards were… kinda distracting."

Happy fluttered around him with a mischievous grin. "Superhero or not—you're still just Ben!"

The hall broke into laughter again.


The scene shifted to show a black sedan tearing through the streets, weaving recklessly between cars. Inside, two masked thieves gripped the wheel and their stolen loot.

The Rust Bucket barreled after them, Max steady at the wheel. Suddenly, he sniffed the air and winced. He glanced sideways to see Heatblast sitting beside him, the seats beginning to smolder.

"Knew I should've bought those asbestos seat covers when I had the chance," Max muttered.

The guild chuckled, and Carla tilted her head, frowning at Ben. "But why didn't you just turn back before getting in the RV?"

Ben rubbed the back of his neck, looking sheepish. "Back then, I didn't know how. When I transformed, I stayed that way until the Omnitrix timed out. I didn't get to pick when it ended."

"Ohhh," Wendy nodded, eyes wide. "So it wasn't really in your control yet."

Heatblast squirmed in his seat, looking apologetic. "Sorry, Grandpa, I can't help it. I'm hot…"

Suddenly, a burst of white foam shot across the frame, blasting Heatblast in the face. Gwen stood in the aisle of the Rust Bucket, wielding a fire extinguisher like a weapon.

"Ugh!" she snapped. "Ten superheroes on that stupid watch and you picked the one with the flaming butt?!"

The guild hall erupted in laughter.

"Flaming butt!" Happy cackled, rolling in the air.

Natsu actually toppled backwards out of his chair, pounding the ground. "BWAHAHA! She's not wrong!"

"Jealous?" Heatblast shot back smoothly, flames flickering with smug confidence.

Gwen huffed in disgust and pulled the trigger again, sending another blast of foam. This time, Heatblast ducked out of the way.

Mirajane was giggling so hard she had to cover her mouth. "My gosh, the sibling energy between them is so real!"

"Yeah, but…" Elfman shook his head, a small smile on his face. "Even we didn't argue that much."

The scene cut to the Rust Bucket roaring up alongside the getaway car. Heatblast leaned dangerously out the side window, flames gathering in his palms.

With a quick motion, he hurled a fireball at the robbers' car. It exploded across the street in a burst of sparks and flame, knocking all four tires clean off. The car screeched and spun wildly before slamming nose-first into a brick wall.

"Stee-rike!" Heatblast cheered, pumping a fiery fist.

"Nice shot, Ben!" Bisca called, impressed.

Aizack gave an approving grin. "Straight and clean—took 'em out in one hit."

Inside the wrecked car, the masked thieves were screaming as smoke filled the cabin. The first robber clutched his seat. "We're gonna die, man!"

But the car screeched to a stop, and the camera panned to reveal Heatblast approaching through the haze. His body glowed brighter, casting eerie light across the crumpled hood. Without hesitation, he gripped the car door and ripped it right off the hinges like it was made of tin foil.

The robbers froze, their eyes wide behind their masks.

"Unless you punks want a permanent sunburn…" Heatblast growled, gripping the metal until it bent and warped in his flaming hands with a horrible screech. "HANDS AGAINST THE WALL!"

The thieves exchanged a terrified glance.

Cana let out a low whistle. "Well, look at Ben throwing his weight around. Kinda hot—pun intended."

"Cana…" Juvia said warningly, narrowing her eyes.

The brunette smirked, waving a hand dismissively. "Relax, Blue, I'm only teasing."

The scene showed the thieves scrambling out of the car, raising their arms and pressing their palms to the wall without hesitation. Heatblast loomed over them, molten light flickering across the ruined street.

Gajeel muttered with a smirk. "Least they're not total idiots."

Heatblast planted his hands proudly on his hips. "You punks picked the wrong day to be bad—" he started, completely oblivious to the Omnitrix flashing red.

A flash of crimson light erupted—and suddenly Heatblast was gone, leaving only a scrawny ten-year-old boy standing in his place. "—guys!" Ben finished, somehow still not noticing the change.

Gray chuckled from the audience. "You know, for a watch, that thing has terrible timing."

Ben groaned, dragging a hand down his face. "You don't know the half of it…"

"Huh? Wha—?" one of the robbers stammered as he spun around and saw Ben. "It's just a kid! Get the jewels!" he barked at his partner.

Ben finally looked down at himself and blinked. "Wow. Time sure flies when you're having fun! I-I've decided to let you guys off with a warning this time!" he said awkwardly, giving them a little wave as he backed away.

Before the thieves could make a move, sirens blared. Police cars screeched to a stop, surrounding the scene, red and blue lights flashing.

"Whoa!" Ben yelped, startled.

Several in the guild perked up at the sudden arrival. "Those people in uniforms… who are they supposed to be?" Levy asked, tilting her head.

"They don't look like soldiers," Freed added curiously, noting the strange vehicles and the weapons in their hands.

"Police officers. They're kind of like knights in my world," Present-Ben explained, leaning back in his chair. "They keep the peace and maintain law and order."

"Well, it's good that the authorities arrived in time," Erza said firmly.

"Freeze!" one of the officers barked, gun drawn.

Ben puffed his chest, trying to reclaim some glory. "They're all yours, officers! Now I know you all want to thank me, but—"

The cops brushed past him without hesitation. "Step aside, son! This isn't playtime!" one officer snapped.

Ben's jaw dropped. "Playtime? I'm the one who captured them! It's not fair! I'm the hero! Oh, man…" he groaned, throwing his hands up.

A few of the Fairy Tail wizards murmured sympathetically. "Poor kid… I'd be mad too if someone stole my credit," Gray admitted.

"Still," Levy reasoned gently, "from the officers' perspective, it makes sense. They didn't see him fight those men, so why would they believe a child did it?"

Erza crossed her arms thoughtfully. "It must be frustrating, but true heroes don't fight for praise. They fight because it's right."

Ben gave a faint smile, nodding. "Yeah. That's something I had to learn during this trip."


The next day, a man named Roger knocked on a door with a crooked sign that read "Dr. Animo."

"Yo! Animo! I know you're in there. Open up!" Roger barked, pounding on the door.

Some of the Fairy Tail members blinked.

"Why are we suddenly at a doctor's office?" Happy asked, puzzled.

Ben frowned slightly, his eyes narrowing as the memory played. So this is where Animo was working before he attacked the capital, he thought grimly. I don't know where he gets the funding, but he's definitely stepped up his game since then.

The scene shifted as Roger pushed the door open, stepping inside. Strange machines lined the walls—buzzing equipment, wires running across the floor, and cages stacked high. Glass cases rattled with animals inside, some pacing, some still, some with eerie glows in their eyes.

"Phew! Smells like a zoo in here!" Roger gagged, waving a hand in front of his nose.

Carla raised a brow. "So this Animo fellow… is he a veterinarian?"

Ben shook his head. "Yes… and no. He works with animals, sure—but not in the way you're thinking. It's… well, you'll see soon enough."

A shadow moved behind Roger, and when he turned, he nearly jumped out of his skin.

"HOW did you get in?!" the figure snarled.

The Fairy Tail guild gasped. The man before them had a gaunt, sickly frame. His skin had a faint, unnatural green tint, his hair stringy, and when he bared his teeth, they were crooked and yellowed.

"Ewww," Wendy whispered, covering her mouth. "He looks… unhealthy."

"Unhealthy?" Gray muttered. "He looks dead!"

"Pass key," Roger answered calmly, straightening his tie as if nothing were wrong. "I'm still your landlord, remember? Or maybe you forgot—since your rent is six months past due."

"Six months?!" Lucy shouted, eyes bugging. "If I missed even one month, my landlord would've kicked me out immediately!"

Happy waved his paw dismissively. "No one cares, Lucy."

WHACK!

Lucy kicked him into the wall, making the blue cat squeal.

"All my funds go into my research," Animo snapped, his voice sharp and biting. "Now GET OUT! You're disturbing me!"

"Disturbing?" Macao muttered. "Buddy, you're already disturbed."

"Yeah, no kidding," Wakaba blew a puff of smoke. "What kind of 'research' needs six months of unpaid rent and a whole zoo in your house?"

Eyes turned to Ben.

"Ben," Erza asked, her voice steady. "Who is this doctor? And why are we being shown this?"

Ben exhaled through his nose, his expression dark. "Doctor Aloysius James Animo. One of my reoccurring villains back home."

That earned a ripple of surprise.

"A doctor is one of your enemies?" Levy asked, incredulous.

"What makes this 'Animo' so dangerous?" Freed pressed.

Ben's jaw tightened. "You're about to find out."

Roger pinched his nose as he glanced around at the cages. "Hmm. Looks like you were disturbed long before I got here, pal! Listen, Doc—either you and your furry friends pony up the green, or you're out on the street."

Animo's thin lips curled into a smirk. "'Pony up'…" He repeated the phrase slowly, almost savoring it. He reached into one of the glass cases and plucked out a frog. "Interesting choice of words. You must be an animal lover." His eyes glinted as he set the frog down. "Then you're going to love this."

With a flourish, Animo pulled on a bizarre-looking helmet. It had two large, curved protrusions sprouting upward like twisted antlers.

Several mages burst into laughter.

"Oh, my—he looks like he's trying to join a costume party!" Cana cackled.

"Or maybe a circus act," Gray snorted.

"More like he's late for the Harvest Festival," Natsu added, clutching his stomach.

But while they roared, Ben stayed stone-faced, his jaw tight.

Roger, meanwhile, stared and then broke into his own fit of mocking laughter. "What's that supposed to be? You a member of the Moose Lodge or something?"

Animo ignored him. "This," he declared proudly, tapping the helmet, "is my Transmodulator. Phase number one. It creates and accelerates mutations at the genetic level." He twisted a dial on his chest plate, and the horn-like protrusions began to spark and hum. "Observe."

Twin beams of crackling energy shot out and struck the frog on the floor.

In seconds, the amphibian swelled grotesquely, its body warping and shifting. Its skin grew warty and stretched, sprouting a second set of bulbous eyes. Horns burst from its skull, curling like a ram's. The once small frog croaked—deep, guttural, monstrous.

The guild recoiled in shock.

"WHAT THE—?!" Gray jumped back in his seat.

"That's no frog anymore!" Elfman shouted.

Levy's jaw dropped. "He changed it… instantly!"

"Grossss," Happy gagged, covering his nose.

"An animal twisted by unnatural magic…" Erza murmured, her face grim.

"Not magic," Ben corrected, his voice low. "Science. And that's what makes Animo so dangerous."

Roger screamed as the mutated frog lunged, its grotesque mouth yawning wide. In an instant, he was swallowed whole—his muffled grunts the only sound.

The guild gasped collectively.

"IT ATE HIM?!" Lucy shrieked, leaping to her feet.

Wendy paled. "T-that's horrible!"

Natsu clenched his fists. "That's just messed up!"

Animo threw his head back, cackling wildly. "I'm sorry! I can't hear you. Sounds like you have a frog in your throat! Ah-ha-ha-ha-ha!" His laughter echoed madly through the room. "Or is that—the other way around?!"

The frog gave a loud urp before spitting Roger out in a heap. He landed with a wet smack, groaned weakly, and slumped unconscious.

"Phew…" Cana exhaled. "For a second I thought he was—"

"—dead," Erza finished grimly. "Fortunately, no. But still… horrifying."

Levy grimaced, hugging her book close. "That poor man… Just imagine if Animo did that to something bigger than a frog."

Ben's face was shadowed with memory. "Trust me… he has."

Dr. Animo, ignoring the landlord entirely, reached into his coat and pulled out a crumpled slip of newspaper. His eyes darted over it and then narrowed in fury. "So close to having what is rightfully mine… All I need is a FEW LOUSY COMPONENTS to finish my work!" He crushed the paper in his fist, seething.

Almost on cue, a static buzz filled the lab as a television mounted on the wall flicked to life.

"-So whatever your need, from hair spray to state-of-the-art electronics, you'll find them under one roof at the grand opening of the district's newest MegaMart!"

The announcer's cheerful voice was accompanied by a flashy logo: a huge golden "M" over the word Mart, flanked by sparkling dollar signs.

"What's that box with the moving pictures?!" Natsu blurted, pointing.

"That's called a television," Ben explained, folding his arms. "Sort of like a communication-lacrima back home—but instead of two-way, it mostly broadcasts shows, news, and ads like that."

Happy tilted his head. "So it's like lacrima that yells at you to buy stuff?"

"Exactly." Ben deadpanned.

Cana chuckled. "Figures. Some things never change between worlds."

"Still," Levy said softly, "isn't it a little… convenient? That it just happened to be on right now?"

Gray frowned. "Yeah, it's like fate's giving this creep a shopping list."

Animo's eyes lit up, a dangerous grin spreading across his face. "Ah! Just what the doctor ordered…" His voice dripped with menace.

The Fairy Tail mages exchanged uneasy glances.


Inside the bright, sprawling MegaMart, Max pushed a shopping cart while studying a list in his hand. Young Ben and Young Gwen trailed behind, wide-eyed at the endless rows of products stacked to the ceiling.

"Whoa," Lucy murmured, staring at the vision of a store bigger than the size of a guild hall. "What is this place?"

Ben folded his arms, giving a half-smile. "It's called a MegaMart. Basically, one giant store that sells all kinds of stuff under one roof—food, clothes, electronics, toys. You name it."

"So instead of a bakery, a blacksmith, a tailor, and a potion shop," Wendy asked, "they're all just… here?"

"Exactly. It's meant for convenience," Ben explained. "And usually the prices are cheaper than what small shops can offer."

Levy frowned thoughtfully, tapping her chin. "Convenient, sure… but wouldn't that hurt the smaller businesses? The family-owned ones that can't compete with a giant like that?"

Ben's smile dimmed a little, and he nodded. "Yeah. That's definitely a problem back in my country. Small businesses suffer when these big stores take over."

Some of the guild members exchanged uneasy glances, as if picturing Magnolia's shops being overshadowed by a single, towering MegaMart.

Meanwhile, in the scene, Young Ben's attention had wandered. His eyes lit up as he spotted a colorful box on a shelf. "Sumo-Smacks!" he exclaimed, grabbing it and holding it up proudly. The cereal mascot—a bulky wrestler—grinned on the cover.

But Ben wasn't looking at the cereal itself. His gaze locked onto the bold advertisement on the box front: Exclusive Sumo Slammer Cards Inside!

"Sumo Slammer cards, cool!" Ben crowed, holding the box aloft like treasure. Then a sly grin crept across his face. "Hmm…" He hummed deviously, a plan clearly forming in his head.

Gajeel leaned back in his seat, arms crossed and a toothy smirk on his face. "Tch. How convenient. Out of all the blasted stores in the city, this is the one you, your cousin, and your grandpa just happen to be shopping at—right before that crazy doctor shows up."

Ben lifted his shoulders in an exaggerated shrug. "Hey, what can I say? Good timing. Or… bad timing. Depends on your point of view."

"Suspicious timing if you ask me," Gajeel muttered.

Wendy tilted her head. "Um, Ben… are those 'Sumo-Smacks' any good?"

Ben paused for a long moment, rubbing his chin as if weighing the merits of his younger self's obsession. "…Honestly? Not really. They were kind of stale and overly sweet. As a kid I only ate them because they had Sumo Slammer cards."

Several guild members groaned in unison.

"So you were just buying crappy cereal for just some cheap prize?" Gray crossing his arms, incredulous.

Ben shrugged. "I was a kid, man. Give me a break."

Carla, however, wasn't laughing. Her sharp eyes narrowed at the grin plastered across Young Ben's face on-screen. "Why do I get the feeling you abused your powers for those cards?" she asked coolly.

Ben coughed into his hand and looked the other way. "No comment."

Max turned a can over in his hands, squinting. "Only canned octopus? Huh. I thought this store prided itself on wide selection."

Gwen wrinkled her nose. "Uh, Grandpa? No offense, but can we please have a normal dinner for once? You know, one that doesn't involve stir-fried tentacles?"

A few guild members perked up at that.

"Actually," Cana said lazily, raising her mug, "stir-fried tentacles sounds pretty good. Better than bugs anyway."

"Depends on how it's cooked and presented," Lucy admitted, her refined tastes showing through. "Grilled with spices or cut delicately? That can be delicious. But just tossing it in a pan? Ugh."

Ben chuckled. "Funny enough, I actually like tentacles now. Calamari, octopus—good stuff. As a kid, though? Forget about it. I was with Gwen all the way."

The scene on screen continued as Max cheerfully wandered down the aisle, muttering. "Heh! Nonsense. Now where do you suppose they keep the sheep's bladders?"

The guild collectively gagged, a chorus of groans filling the hall.

"WHY would anyone eat that?!" Wendy cried, paling.

"Old man's hardcore," Natsu said with a grin, but even he looked a little green.

"Disgusting," Carla muttered with finality.

Even Ben winced. "…Yeah, no. I don't care what age I am, that one's never happening."

Suddenly, Gwen flinched at the click-whirr of the Omnitrix behind her. "Ben…?" she called cautiously. Turning the aisle corner, her eyes widened. The entire cereal aisle looked like a storm had blown through—boxes ripped, shelves askew, bits of cereal crunching underfoot.

Carla folded her arms. "Just as I suspected. Abuse of power."

Erza nodded firmly. "Completely irresponsible. That kind of power should never be wasted on such childish desires."

"Juvia doesn't believe young Ben meant any real harm." The rain woman defended.

"Y-yeah, he didn't hurt anyone," Wendy argued softly, trying to defend him.

"Except for the poor store workers who'll have to clean this up," Carla countered, her tail swishing.

On screen, Gwen walked over to one of the trembling boxes, narrowing her eyes.

"Oh man, another red card!" a tiny, squeaky voice groaned from inside.

Gasps rose from the guild as Gwen ripped the box open, pulling out a small grey-skinned, frog-like humanoid in a white-and-green jumpsuit.

"Gotcha! What are you doing?" she demanded.

The little alien blinked at her with oversized yellow eyes. "Uh… looking for the gold Sumo Slammer card? Duh."

Some of the wizards immediately recognized the form.

"That's Grey Matter, right?" Levy said, tilting her head. "But… his outfit's different from the one Ben wears now."

"Like I said," Ben said, "the outfits for my aliens were different back then."

Gwen scowled at the tiny alien. "You're supposed to use your powers to help people, not find some stupid trading card!" she scolded.

Ben buried his face in his hand. "Ooooh, yeah. She was right about that one…"

As on-screen Gwen scolded the tiny alien, a few curious voices rose from the guild hall.

"Why were you so determined to get a card anyway?" Jet asked, frowning. "It doesn't sound worth tearing up a whole store aisle."

Ben gave a helpless shrug. "Because I was obsessed with the Sumo Slammer show. Back then I had to collect every Sumo Slammer card. Didn't matter if it was rare, shiny, or even just a regular one—I wanted 'em all."

Lucy shifted in her seat, nodding faintly. "I can kind of relate. I want to collect as many Celestial Spirit Keys as I can. It's… addictive."

"Still," Levy leaned forward with a small smirk, "I saw Ghostfreak on your Omnitrix playlist earlier. Why not just use him to phase through the boxes until you found the one with the card inside?"

That made Ben blink… once… twice… before groaning and dragging a hand down his face. "Um… 'cause I… didn't think to do that."

A ripple of laughter swept the guild hall as he face-palmed hard.

"Typical," Carla said flatly, shaking her head.

"Ahem." The store manager coughed, walking up behind Gwen. Gwen immediately hid Grey Matter behind her back as she turned to face him. The manager crossed his arms, glaring. "Just what do you think you are doing, young lady?" He demanded.

Gwen stammered, trying to look innocent while subtly hiding the tiny alien behind her back. "It wasn't me! It was my doofus cousin!" she blurted out defensively.

"Uh-huh," the manager said, unimpressed. "Well, someone is going to have to pay for all this!"

She gasped before her shock immediately turned into a sharp glare.

The scene cut abruptly to Grandpa maxing looking at dozens of cereal boxes piled into his shopping cart.

"So, uh, why are we buying all this cereal?" he questioned, cocking a brow.

The guild hall erupted in chuckles.

"Wow, he's taking this a little too well," Cana remarked, shaking her head.

Gajeel raised an eyebrow at Ben. "So, what—did you actually eat all that cereal?"

Ben groaned, throwing his head back. "Unfortunately, yes. At first it was a welcome relief compared to Grandpa's usual… 'exotic' meals." He shuddered. "But after a while? I came to really despise that cereal. The taste was just… so sugary. Even now, if I smell it, I get flashbacks."

That earned a round of laughter and sympathetic winces from the guild.

Ben—back in his human form—crossed his arms and scowled. "Well, we would have only had to buy the one that I found the gold Sumo Slammer card in if Gwen hadn't butted in with her big butt!" he snapped.

A chorus of gasps and glares from many female wizards rang out through the guild hall. Erza, Mira, and Levy all narrowed their eyes at the screen, while Cana snorted into her drink.

"Oof!" Makarov winced, shaking his head. "Poor choice of words, boy."

Elfman slammed a fist against his palm. "Not manly, Ben!" he barked.

Ben winced, throwing his hands up defensively. "I was ten! Ten! Obviously, I wouldn't say anything like that now."

That didn't stop a few of the women from giving him lingering, unimpressed stares. Many of the men only gave Ben sympathetic looks.

Meanwhile, Juvia lowered her voice to a dreamy whisper, her cheeks flushed. "Ben is free to talk about Juvia's butt…"

Wendy, with her sensitive hearing, turned bright red and buried her face in her hands. "Juvia!" She whined.

On screen, Gwen folded her arms. "Hello? You were trashing the whole cereal aisle just to find some stupid piece of cardboard!"

"Ben," Max interjected, his tone calm but firm, "now I can appreciate how much this card means to you, but don't you think you're getting a little… obsessed?"

Ben frowned, his shoulders sagging. "Maybe you're right, Grandpa. I don't deserve a gold Sumo Slammer card." His voice dipped with a mock shame, before he suddenly perked up and added with biting sarcasm, "I mean, it's not like I rescued a bunch of people from a burning building or anything like that!"

Gwen's eyes narrowed. "Superhero guilt? Pretty low."

The guild murmured amongst themselves.

Gray scratched his head. "I mean… the kid did save lives. Isn't it fair for him to want a reward? Even if it's just some card?"

Erza shook her head. "Heroes should not act with the expectation of compensation. Their duty is to protect, not profit."

Natsu leaned forward with a grin. "Tch, I don't know. We take jobs, beat up bad guys, and sometimes get paid for it. Kinda sounds the same to me."

Levy tilted her head thoughtfully. "True… but there's a difference between being hired to do something and wanting to be paid after choosing to act."

Lucy nodded, adding, "Yeah. We're upfront about our guild jobs. But, Ben, you didn't save those people thinking about the card, right?"

Ben rubbed the back of his neck. "Well… yeah, no. I wanted to help first. The card was just… y'know, kind of like a little bonus in my head."

Macao chuckled. "Sounds like every wizard who's ever finished a hard job and hoped for a fat reward."

The guild laughed, though Erza still crossed her arms sternly, clearly unconvinced.

Young Ben's eyes lit up as he spotted the Sumo Slammer card display. He darted toward it like a magnet. "Whoa. Sumo Slammer cards! A complete set!" He pressed his face close to the glass, practically drooling.

Max, who was unfazed, simply adjusted the cart. "Let's check out the pet department."

"Please tell me you aren't looking for our breakfast…" Gwen groaned as she followed him, rubbing her temple.

The Fairy Tail guild shuddered.

"Pet department?!" Happy cried.

"Disgusting," Mirajane muttered, covering her mouth.

"That's just wrong," Elfman declared.

Ben quickly asserted, "Gwen was only joking, guys. Relax."

Young Ben didn't even notice—his nose still almost flat against the display case. "Someday you'll be all mine," he whispered dramatically, as if professing love to the cards.

But suddenly, the floor trembled. TVs wobbled and toppled from their displays. Customers screamed and rushed for the exits as shelves shook violently. Ben's eyes widened, instincts kicking in. He dove behind a display case just as the wall exploded inward with a loud crash.

Dust and debris clouded the aisle as a massive, croaking frog burst into view—Dr. Animo perched smugly on its back.

"Whoa!" Ben yelped, shielding his face from falling plaster.

"Aaand the doctor is in the house," Cana quipped, sipping from her ever-present mug.

"Such rotten timing too," Gray frowned.

Dr. Animo dismounted with an almost theatrical flair, immediately stuffing electronics into his lab coat pockets like a kid raiding candy.

"Hey, what do you think you're doing?!" Ben shouted, stepping out from behind cover.

The giant, mutated frog's tongue lashed out with blinding speed, smacking into a pile of boxes that toppled down onto Ben. He barely had time to yelp before being buried under them.

"Don't be a hero, kid," Animo sneered. "Just run along and play."

Ben crawled out from the boxes with a groan, glaring down at his Omnitrix. The dial glowed a mocking, solid red.

"You are so lucky I can't go hero," he grumbled through clenched teeth.

Juvia winced, turning to Ben. "You used up your time limit searching for that card… so you couldn't change forms."

Ben gave an awkward chuckle. "Yeah… not too smart on my part."

"Such foolishness," Carla criticized.

Dr. Animo smirked as he swung himself back onto the frog's slimy back. Just then, two security guards skidded into the wrecked aisle, batons drawn but hands shaking.

"Freeze!" the first guard barked, his voice cracking slightly.

"Get down off that giant… frog—and put your hands up!" the second stammered, forcing himself to sound authoritative even as disbelief flooded his expression.

Elfman proudly nodded. "That's manly—standing up against something like that."

Levy, less impressed, bit her lip. "Maybe… but wouldn't it be smarter to just… not fight a mad scientist on a monster frog?"

"Agreed," Lucy added quickly. "They're brave, sure, but… those poor guys don't even have magic."

Animo gave a dismissive chuckle and tugged on the reins. The frog croaked loudly, bounding forward as he confidently rode it away, electronics bouncing in his overstuffed pockets.

The second guard fumbled for his walkie-talkie, shouting into it while still staring at the vanishing amphibian. "Uh, we got a grab-and-dash in Electronics. Male, five-foot-six, riding on a giant frog—or a toad. Trust me, you can't miss him!"

Gajeel snorted from his seat. "Bet the guys on the other end think he's gone insane."

Gray smirked. "Suckers bet. No takers."

Meanwhile, completely unaware of the chaos brewing in Electronics, Max and Gwen strolled casually into the pet section. Max adjusted his shopping list, muttering about "protein sources," while Gwen knelt down, smiling as a tiny hamster nibbled at her finger through the cage bars.

Erza's eyes narrowed. "I know where this is going…" she said grimly, already bracing herself.

Her prediction proved right. A thunderous thoom shook the floor as Animo's frog slammed down in front of them, scattering bags of birdseed and squeaking guinea pigs.

The deranged scientist twisted a dial on his device, and a searing red beam blasted across the aisle. "Aah!" Max grunted, shoving Gwen back as the light struck the cages.

In an instant, the hamster swelled grotesquely, fur bristling like spikes, while the cockatiel screeched and ripped through its bars. Both creatures towered over them now, eyes glowing red with menace.

"Ariiiiise to your full potential, my pets!" Animo bellowed with mad delight, throwing his arms wide like some kind of deranged prophet.

Many in the guild collectively recoiled.

Wendy's hands flew to her mouth. "A hamster… shouldn't be that big!"

Cana shivered. "Forget the size, look at its teeth!"

Levy squinted. "Wait—how is he controlling them? Wouldn't they just go wild once mutated?"

Ben raised his hand halfheartedly, scratching his cheek. "Eh… best guess? His Trans-mod-thingy—whatever you call it—probably gives him control over their brains. I didn't exactly stop to ask him for the technical details."

Gray let out a low whistle. "Yeah, I don't think 'giant murder hamster' was covered in any schooling I had."

Young Ben skidded to a halt at the sight before him—Max and Gwen sprinting for their lives, the hamster-turned-beast thundering after them like a fuzzy tank. Its shrill roar echoed through the store aisles, rattling the shelves.

Ben's jaw dropped. "Oh, man! What kind of pet food are they selling around here!?" he yelped, ducking back as the hamster's massive teeth snapped dangerously close.

Perched proudly atop his giant frog, Dr. Animo spread his arms wide, basking in the chaos he had unleashed. The hamster and cockatiel loomed on either side of him like grotesque royal guards.

"Behold the genius of Dr. Animo!" he proclaimed, his voice booming theatrically. "Nothing can stop me from getting what I deserve! Mark my words—today I will make history, or… should I say… prehiiiistory!" His manic laughter rang out as the mutated animals snarled and screeched in unison.

Confused reactions spread throughout the guild hall.

"Prehistory?" Lucy repeated, brow furrowed. "What in the world is that supposed to mean?"

Levy tapped her chin thoughtfully. "Given his technology, maybe he means he can regress or advance biology?"

Natsu snorted, flames licking the corners of his mouth. "I don't care what he means. Nobody would drop a giant hamster in my face and get away with it!"

Cana swirled her drink, unimpressed. "Pretty sure he just wanted to sound cool. Bad guys love to make some dramatic pun before they lose."

"You're not exactly wrong," Ben admitted.

Gwen's sharp eyes darted to Ben, who was nervously tapping at the Omnitrix still glowing red. "If you didn't go cereal diving, one of those heroes could be saving us from becoming hamster chow right now," she scolded, her voice cutting through the panic.

Ben gave an awkward shrug in the guild hall. "Not like I knew an attack was coming… but yeah, fair point."

On screen, the trio's breath caught in their throats as the hamster reared back and released another thunderous roar, its eyes gleaming with unnatural rage. Max instinctively stepped in front of Gwen, but even he looked unnerved as the mutated beast stomped closer.

Then, with shocking agility, the hamster leapt straight over Ben and landed with a crash that sent tiles flying, blocking Max and Gwen's escape.

Everyone collectively tensed up.

"Old man Max and Gwen are cornered…" Gray muttered, tense.

"And Ben still can't transform," Wendy whispered, clutching her hands together.

"Talk about a nightmare scenario…" Lucy added, shaking her head.

Ben glanced at the unresponsive Omnitrix again, his jaw tightening. He wanted to transform. He needed to. But he couldn't just stand there and let his family get torn apart. His gaze landed on a scooter parked beside a rack of sporting goods. His lips curled into a smirk.

"I don't need to go hero to stop an overgrown fur-ball!" he declared.

"Atta boy!" Elfman cheered, pumping his fist. "That's manly!"

"Yeah, but…" Laki frowned in concern. "He's just a kid now. What can he do with no powers?"

Ben smirked from his seat. You'll see.

Young Ben grabbed a football from a display shelf, took aim, and hurled it with all his strength. The ball smacked the hamster squarely in the head with a hollow thunk.

"Hey fuzzball! Over here!" Ben shouted as he hopped onto the scooter, kicking off hard.

The hamster screeched furiously, its tiny nose twitching as it spun around and barreled after him. Ben tore down the aisle on the scooter, weaving between displays, wheels screeching across the polished floor. The hamster thundered behind him, claws scraping against tile, rapidly gaining ground.

"It's too fast!" Levy cried, eyes wide.

"He's gonna get chewed up!" Natsu barked.

Just as the hamster lunged with a wide-open mouth, Ben swerved sharply, the scooter tilting nearly sideways as he zipped under its massive leap. The mutated beast crashed hard into a shelf, sending bags of kibble flying like confetti.

But the hamster wasn't done. It snarled and sprang ahead, landing squarely on a toppled shelf that now blocked Ben's path.

"Think fast, Ben!" Lucy gasped, gripping the table's edge.

Without hesitation, Ben leaned forward and pumped the scooter for speed. "Guess it's time to catch some air!" he shouted.

He hit the slanted shelf like a ramp, launching himself high into the air. The crowd in Fairy Tail cheered as the scooter soared, Ben clutching the handlebars with a wide-eyed grin.

The hamster leapt too, gaping jaws snapping toward him. But fortune was on Ben's side—its teeth just barely missed as he sailed overhead. With a crash, the monster tumbled between two shelving units, wedging itself awkwardly.

Ben landed with a heavy thud on another shelf, the scooter's impact knocking it over. The collapsing metal toppled into the shelves around it, creating a domino effect. In seconds, a mountain of cages and displays came crashing down onto the hamster, burying it under the wreckage with a muffled squeal.

The guild erupted in applause.

"YEAH! That's what I'm talking about!" Natsu whooped, punching the air.

"Manly thinking!" Elfman bellowed.

"Smart and daring. He didn't even need powers," Levy said with a grin.

"Incredible," Laki breathed.

On screen, Gwen and Max rushed forward. "Ben!" they exclaimed in unison, relief clear in their voices.

Ben struck a triumphant pose, arms crossed as he stood beside the pinned beast. "Uh-huh! That's right! Not even giant hamsters can mess with Ben Tennyson!"

There were mixed responses.

Cana laughed and clapped. "Kid's got style, I'll give him that."

Carla, however, crossed her arms with a huff. "Honestly. The arrogance is almost unbearable."

Erza nodded firmly. "A true warrior shows humility in victory. He could stand to learn restraint."

Natsu, Gray, Lucy, and Happy give Erza a side-eye, simultaneously thinking, That's rich coming from her!

Juvia, dreamily oblivious to the criticism, sighed. "Ben can be proud if he wants… Juvia would praise him all day…"

Wendy buried her red face in her hands. "Juviaaa…"

Ben, meanwhile, coughed into his hand and blushed.

"Clean-up on aisle six," an employee's deadpan voice echoed over the store intercom.

That broke the tension instantly—half the Fairy Tail guild burst out laughing.

Back in the scene, Ben's victory grin froze as the ground rumbled again. His head snapped toward the sound—Animo's massive frog hopped into view, its bulbous throat croaking ominously.

"YOUNG FOOL!" Animo bellowed, his voice dripping with theatrical pride. "You cannot stop me! I will turn Washington D.C. into… Washington B.C.!"

With a mad laugh, he vaulted from the frog onto the mutated parrot's back. The giant bird screeched, smashing through a skylight as it carried him into the night sky, the frog bounding after them in great leaps.

"That… that was the title drop, wasn't it?" Levy blinked.

"Yup," Lucy confirmed, raising a brow. "Pretty sure he just said the episode name out loud."

"Washington… B.C.?" Mirajane repeated curiously. "What could he mean by that?"

The guild turned toward Ben expectantly.

He rubbed the back of his neck. "Well, Washington D.C. is the capital of my country—the United States."

"So… it's like Crocus for Fiore?" Lucy guessed.

"Exactly," Ben nodded. "As for B.C… in my world, that's how we measure time periods that go back over two thousand years ago."

Levy tapped her chin thoughtfully. "So Dr. Animo was trying to say he'd roll history back to prehistoric times? That's…" She trailed off.

"Ridiculous," Carla finished.

Natsu tilted his head. "Wait, wait, so… he wants to turn the future into the past? Isn't that just… dumb?"

Gray shrugged. "He's a villain, man. Dumb plans are kind of their thing."

The store manager hurried over, still wide-eyed from the chaos. "You saved the store! If there's anything I can do to repay you… anything you want!"

Young Ben blinked in surprise, his mouth opening slightly. Then, his eyes slid toward the display case where a gold Sumo Slammer card gleamed under the lights. A wide grin spread across his face.

"Oh no…" Erza muttered knowingly, already crossing her arms.

Carla narrowed her eyes. "He's going to ask for the card, isn't he?"

"Of course he is," Gray said. "But why wouldn't he? The guy offered."

"Well, now that you mention it…" Ben started, already walking forward.

Before he could take another step, Max swooped in, threw Ben over his shoulder, and walked away.

"Grandpa?!" Ben cried indignantly. "I was finally gonna score the gold Sumo Slammer card!"

"No time for that now, Ben," Max told him firmly. "We have a giant parrot to follow."

Gwen snickered at Ben's misfortune.

Some of the guild groaned.

"C'mon, what's the big deal?" Natsu complained. "The kid earned it!"

"Max was right," Erza countered sharply. "Priorities. The safety of countless lives is far more important than some little card."

"Still, the manager did offer first," Mirajane pointed out gently. "There's nothing wrong with accepting a reward after doing a good deed."

Ben sighed and rubbed his neck. "I mean, it really would have taken like two seconds," he admitted. But then his expression sobered, his voice quieter. "But… I get now what Grandpa Max was trying to get through to me."

Wendy tilted her head. "What do you mean?"

Ben glanced toward the screen, a faint, knowing smile tugging at his lips. "You'll see soon. Learn from my mistakes so you don't make the same ones."


The scene shifted, showing the Rust Bucket roaring down the empty nighttime streets, headlights bouncing as Max pushed it harder than usual. Overhead, the mutated parrot flapped steadily, Dr. Animo clinging to its back.

"Wait—that thing can keep up with a giant bird?" Gray asked, his brows furrowing.

Ben smirked. "Yeah, well, it's not like the parrot was flying at full speed. Thing was huge and heavy—probably slowed it down a lot. Gave us a fighting chance."

Max gripped the wheel with an almost nostalgic smile. "Ah, just like the good old days—before I retired."

Gwen shot him a look. "So, exactly what kind of plumber were you, Grandpa?"

Several wizards leaned forward slightly at the question.

Max stiffened. "Er—yuh—" He coughed, tugging at his collar. "A darn good one!" he said quickly, forcing a laugh.

"Suspicious," Levy murmured.

"He's hiding something," Erza concluded flatly, arms folded.

"A plumber? He doesn't look like the type to just fix sinks," Happy said to Natsu.

Natsu snorted. "Bet the old man used to beat up monsters with a plunger!"

Ben blinked twice. That…actually isn't very far off from the truth.

Several guild members chuckled at that image.

Seeing curious gazes directed to him, Ben raised his hands innocently. "Hey, don't look at me. Gwen and I were just as curious back then. You'll have to wait and find out like we did."

"Tch," Gray clicked his tongue. "And I thought Mystogan was the one with secrets."

"Yeah, I don't buy that plumber story either," Cana muttered. "No way someone this guy was just unclogging drains for a living."

On screen, Ben slumped against the passenger seat window, his face scrunched with disappointment. Max noticed and gave him a side glance. "Uh, Ben, what's the matter?"

"I save an entire MegaMart from being a giant hamster's chew toy and what do I get? Nothing. It's not fair…" Ben muttered bitterly, crossing his arms.

Ben winced, rubbing the back of his neck. "Yeah… hearing it now, I really do sound like a brat."

Juvia leaned forward gently. "You were young and inexperienced. Don't be too hard on yourself."

"Being a hero isn't about others knowing you did something good. It's about you knowing you did something good." Grandpa Max said sagely. "Being a hero is its own reward."

Makarov nodded sagely. "Well said. That's the true spirit of a guild wizard, too. We don't protect the people for fame."

Erza gave a sharp nod of agreement. "A hero should not seek recognition, only justice."

"Yeah, but still," Cana said, swirling her drink. "A free round of drinks—or a gold trading card—doesn't exactly hurt either."

On-screen, Ben rolled his eyes. "What? Were you reading the greeting cards at the MegaMart?" he asked sarcastically.

"Well, yes," Max admitted with complete seriousness.

Many in the guild erupted in laughter. Even Erza cracked the faintest of smiles at Max's dry honesty.

"Okay, I didn't expect him to actually say yes," Lucy admitted, giggling.

"That old man's got a great sense of humor," Natsu said, grinning.

Meanwhile, Gwen's fingers flew over her laptop keys. Her eyes widened as she gasped. "Bingo! Five years ago, Dr. Animo was a promising researcher in veterinary science. But it turned out he was doing all these twisted genetic experiments where he was mutating animals. And when he didn't win some big prize called The Verities Award, he flipped out." She turned the laptop so Max and Ben could see. "Anything about this sound familiar, Ben?" she asked, her tone smug.

Ben scowled, angrily turning his gaze out the window instead of answering.

Murmurs spread through the Fairy Tail guild.

"…That's almost the same as what Ben just did earlier," Levy noted thoughtfully. "Wanting the card so badly and then complaining when he didn't get it."

"That's not the same at all!" Natsu protested instantly. "Ben didn't mutate hamsters and birds just to get his way!"

Juvia nodded firmly, glaring at Levy for even suggesting it. "Exactly. Dr. Animo is hurting innocent animals for selfish goals. Ben just wanted a trading card. It is not a fair comparison!"

"Still…" Lucy said softly, glancing at Ben. "I think Gwen's point is that obsessing too much over rewards can be dangerous. Maybe she was trying to give Ben a wake-up call."

Elfman folded his arms and nodded. "Being obsessed with something you think you deserve—that's what's not manly."

Ben exhaled heavily, rubbing his temple. "I'll admit, it stung hearing her compare me to Animo. But…" he shrugged faintly, "she wasn't completely wrong to push me. I had to learn being a hero isn't about prizes."

Makarov stroked his beard with a solemn hum. "A dangerous obsession may start small, but left unchecked, it can consume one's path entirely. Ben was lucky he had Gwen and Max to guide him."

"You have no idea how right you are," Ben admitted.

Max scowled as he watched the parrot disappear between the tall buildings. "We've lost him. He could be going anywhere in Washington D.C.," he said in irritation.

"Or 'Washington B.C.'…" Gwen murmured, recalling Animo's earlier pun.

Ben suddenly gasped, sitting upright. "That's it! I know where he's going! The Natural History Museum!"

"A museum?" Gray blinked. "Why would a guy obsessed with mutating animals go there?"

Levy tilted her head, thinking aloud. "Museums usually have fossils, bones, and preserved creatures. Maybe… he wants to use his technology on them?"

"But why? Unless…" Lucy trailed off thoughtfully.


The camera panned to the Natural History Museum, the Rust Bucket parked out front. The trio marched toward the grand staircase leading to the entrance, Ben stooping down when something caught his eye. He picked up an oversized green feather, easily longer than his arm.

"Something tells me we're on the right track. Good thinking, Ben!" Max said approvingly.

Ben puffed out his chest proudly, only to be immediately undercut by Gwen. "Guess even a doofus can surprise you once in a while."

"And you should know!" Ben fired back, smirking as Gwen narrowed her eyes.

Several laughed at the cousinly exchange.

"Ha! Those two really are just like you and Gray!" Happy chirped, pointing his paw at Natsu.

"Oi, what's that supposed to mean?!" Natsu barked, glaring back.

Gray smirked, arms crossed. "He's saying you can't go five minutes without picking a fight. Sound familiar?"

Lucy sweat-dropped, murmuring, "You're just as bad…"

"Shut it, Stripper!" Natsu growled.

"See?" Cana teased, swirling her mug. "It's exactly the same."

Levy tapped her chin thoughtfully. "Actually… I think it's closer to Natsu and Gajeel. That kind of sharp bickering, like they're waiting for an excuse to one-up each other."

Gajeel grunted. "Tch. Don't lump me in with the pipsqueak. I don't waste time with stupid back-and-forths."

"Yeah right, Metal-for-Brains!" Natsu snapped, already leaning toward him.

The two butted heads, growling, while Lucy sighed. "Honestly… it's like looking in a mirror with those kids."

The museum's wide hall was dimly lit, towering skeletons and stuffed beasts looming in glass cases. Ben's sneaker nudged a cardboard box lying open on the floor — the words "M Mart Electronics" stamped clearly across it. He frowned, glancing up toward the giant mammoth display.

And there, beneath the looming tusks, was Dr. Animo, hunched over and fiddling with his Transmodulator.

The villain froze when he noticed them. His lips curled into a snarl. "You… are very persistent. I HATE persistent."

Natsu grinned wide. "Heh, then he definitely wouldn't like us very much!"

"Persistent is our specialty," Gray smirked.

"I'd say causing property damage is more this guild's specialty," Ben commented.

"You got no room to talk, Tennyson." Gajeel retorted, grinning.

Ben shrugged. "Least I clean up my messes… These days anyway."

Ben stepped forward, balling his fists. "We all know about you and your freakazoid experiments, Dr. Animo! It's over!"

Dr. Animo threw his head back and laughed, the sound echoing through the cavernous room. "Over? Oh, but it's only just begun…!" His wild eyes gleamed as he gestured at the machine. "You see, I only needed a few components to push my work into phase two: the reanimation of dormant cells."

The guild's reactions were immediate.

"Reani-what now?" Elfman blinked. "Sounds complicated."

"Dormant cells?" Gray frowned, scratching his head. "I don't get it."

Natsu tilted his head. "So… what, he's makin' zombies? Like undead animals?!"

Lucy gasped, pressing a hand over her mouth. "Wait—that's what he means! He's talking about bringing the dead back to life!"

The room filled with a ripple of shock.

"No way…" Levy muttered, her eyes widening. "If he has fossils and preserved tissue, he could theoretically—"

"—revive extinct creatures," Erza finished grimly, her tone sharp.

"By the stars…" Makarov breathed, his brows knitting. "This man is dabbling in powers far beyond his control. Reviving what has already passed on? That is the height of arrogance."

Wendy stiffened, her little hands clenched. "If he really can do that… does that mean he could…" she hesitated, eyes darting toward Natsu. "…bring back dragons?"

Natsu's grin faltered for once, his fists lowering. "Tch… don't tease me with that."

Ben sighed, rubbing his forehead. "Yeah, you're all on the right track. He wasn't just trying to mutate living animals anymore—he wanted to bring back the ones long gone."

Erza's eyes narrowed, her voice firm. "This is dangerous sorcery."

Young Ben blinked, tilting his head. "Er, does this guy come with subtitles?"

Animo sneered, clearly enjoying the suspense. "Breathing life back into that which has long since been lifeless. Observe!" He twisted the dial twice.

The transmodulator sparked violently, shooting twin beams of green light into the massive mammoth display at the center of the hall. What had been a museum showpiece—an old skeleton covered with fabricated fur and synthetic muscle—began to shimmer. The fake parts dissolved like smoke. In their place, real muscle fibers rippled into existence, wrapping around ancient bones. Coarse brown hair sprouted across its hulking form, until with a shuddering gasp—

"BWAAAAAOOOO!"

The mammoth trumpeted, eyes blazing to life, as it stomped down from its pedestal, shaking the floor with each massive step.

The Fairy Tail guild erupted.

"WHAT?!" Everyone in the hall demanded in unison, voices overlapping in stunned disbelief.

"This… this is impossible!" Levy gasped.

Lucy's face drained of color. "That's necromancy!"

"Forbidden magic…?" Erza muttered, her eyes narrowing dangerously. "To breathe life into what no longer exists…"

"Even among wizards, that's something dangerous to toy with." Mira added, her tone worried.

"IT'S HUGE!" Natsu cried out, half-terrified, half-excited. "Wait—so he really could bring back Dragons?!"

The hall went quiet at that, the thought settling heavily on them all.

Ben raised his hands quickly, shaking his head. "I can understand why you guys think it's magic with how this world is. But it isn't. Just science gone amok."

"Same difference if it makes some zombie hairy elephant," Elfman muttered nervously.

Ben sighed, rubbing his temples. "It's not about spells or rituals, guys. It's about one guy pushing technology way past where it should ever go. If magic's about the heart, this was science without one."

Makarov hummed thoughtfully, stroking his beard. "A different path leading to the same abyss… dangerous knowledge with no wisdom guiding it."

"Behold the genius that is Dr. Animo!" the mad scientist declared triumphantly, his arms spread wide before he turned and bolted deeper into the museum.

"Now would be a really good time to go hero…?" Gwen said dryly, casting a look at her cousin.

Ben smirked. "No duh. You guys get Animo, I'll take care of 'Jumbo.'"

With that, he slammed his hand down on the Omnitrix.

At first, the change looked oddly familiar—his veins bulged, glowing faintly as they snaked up his arm, spreading all the way to his eye. The iris flashed bright orange. The camera swung to his back, showing his body stretching taller, broader, until muscle layered on muscle like coiled steel.

Then—BAM! Another pair of arms exploded from beneath the first, equally massive and corded with power.

The perspective spun around to reveal him fully: a towering red-skinned alien, shoulders like boulders, chest like a wall of stone, and four arms flexing in perfect unison. Two sets of burning eyes narrowed with determination before the alien threw back his head and let out a thunderous roar.

Several flinched at the transformation sequence.

"Eeeesh…" Cana cringed, squinting at the grotesque bulging veins. "That is way too much muscle in one go."

"That…really does seem like that hurt." Lucy commented.

Juvia clasped her hands to her chest, worry all over her face. "Ben, you… you really don't feel anything when your body changes like that?"

Ben chuckled and waved off her concern. "Promise, Juvia. It looks intense, I know—but it doesn't hurt. Honestly? It feels more like a really good stretch after a long nap."

"A stretch?!" Aizack shouted, pointing. "Your entire skeleton is breaking and rearranging!"

"Still counts as a stretch," Ben shrugged.

Gwen and Max both gasped, their eyes widening at the sheer size and overwhelming bulk of Ben's new form. The red-skinned titan stood towering above them, four rippling arms flexed and ready, each muscle knotting with raw power.

"Let's wrestle," Four Arms growled, his deep voice reverberating like distant thunder.

Then he charged. The museum floor quaked beneath his massive footsteps as he barreled straight at the mammoth. With a roar of effort, he seized the creature by its enormous tusks, muscles bulging as he wrenched it aside. In one mighty heave, the prehistoric beast toppled, crashing onto its side with a rumble that shook the entire exhibit hall.

"YEEEAAAHHH! That's how you do it!" Natsu bellowed, pumping his fists.

"Now that's a real man's fight!" Elfman roared, slamming his fist into his palm with fiery excitement.

Even Gajeel cracked a grin, his sharp teeth flashing. "Heh. Things are getting good."

Several of the men in the guild shouted encouragement all at once, voices booming with excitement. "Kick its butt, kid!" "Show that overgrown elephant who's boss!"

Lucy, meanwhile, tilted her head thoughtfully. "Hmm… wait. Doesn't he seem… smaller? Less muscular than when Ben transforms?"

"Well, yeah. I was only ten back then." Ben said. "The Omnitrix synced with my younger body, so the transformations came out less developed compared to now."

"Ohhh…" Levy nodded, her curiosity satisfied. "So even the alien forms reflect your growth."

"Still plenty of muscle for the job," Natsu grinned, eyes glued to the fight.

"More than plenty," Elfman agreed, shouting again, "WRESTLE IT TO THE GROUND!"

Carla rolled her eyes at the commotion. "Honestly. Boys and their ridiculous obsession with brute strength."

Wendy just giggled, hands clasped with excitement. "Still, Ben is amazing though, isn't he?"

Carla sighed, begrudgingly admitting, "Yes, I suppose so…"

Happy flew over. "Am I amazing too, Carla?"

"Buzz off, tomcat." Carla gave him the cold shoulder.

Max and Gwen sprinted out of the exhibit, leaving Four Arms to wrestle with the prehistoric behemoth. But as soon as they rounded the corner, a piercing screech filled the air—Animo's giant parrot swooped down from above, its massive wings kicking up a gust of wind that nearly knocked them off balance.

Max instinctively moved in front of Gwen, shielding her with his arm. But Gwen's sharp eyes darted around the museum, scanning for anything they could use. Her gaze fell on a nearby caveman exhibit, where a crude spear leaned against a wax figure. Without hesitation, she snatched it, spun it around in her hands with surprising grace, and stepped forward.

The parrot dove at them with its talons outstretched—only for Gwen to whirl the spear like a staff and strike it across the beak. The bird shrieked and tried again, but she met it head-on, jabbing and smacking it with quick, precise movements. After a flurry of blows, the giant parrot squawked in frustration and flapped away, retreating deeper into the museum.

"Ben's not the only one with skills," Gwen declared proudly, twirling the spear one last time before lowering it to her side.

"Whoa!" Gray whistled. "Didn't think she had moves like that."

Erza's eyes gleamed with approval. "Well done indeed."

"Yeah!" Wendy said with a smile. "She was amazing!"

Elfman, however, frowned and crossed his arms. "Wait, wait. Why didn't the old man fight? He just stood there while she handled it!"

Ben chuckled knowingly. "Grandpa was probably about to step in, but Gwen surprised him. He didn't expect her to take control like that."

Gajeel snorted. "So you had the muscle and your cousin had the style."

Carla nodded once in agreement. "Indeed. She's sharp. And she didn't hesitate. She's one you can take notes on Wendy."

Wendy nodded in agreement, her eyes sparkling.

Ben pouted, murmuring, "I got style too…"

Makarov chuckled warmly. "Seems the whole family's got some spark to them."

On screen, Grandpa Max and Gwen skidded to a halt as they entered the next exhibit hall. At the far end, Dr. Animo grinned madly while twisting the dial on his chest, firing another green beam at a massive Tyrannosaurus Rex skeleton at the center of the room.

Before their eyes, sinew and muscle began crawling over the bones like a grotesque tapestry weaving itself together. Flesh wrapped itself over the frame, followed by rough scales and leathery skin. With a horrible, wet sound, an eyeball formed and blinked inside its skull.

The colossal beast lowered its head, its maw splitting open in a thunderous roar that shook the very walls of the museum. The floor trembled under its first step forward, claws scraping across the polished tile.

Natsu's eyes gleamed with dangerous excitement. "That thing is AWESOME!"

Gray smacked the back of his head. "Idiot! That's not awesome! That thing's huge—it could eat them in one bite!"

Erza's eyes narrowed. "Their situation is becoming more dire with every creature he returns to life."

Makarov stroked his beard thoughtfully. "Now that I think about it, Animo's ray reminds me of that magic we once encountered in that village—the spell that brought inanimate objects to life."

"So…" Wendy gasped, her eyes shining with both wonder and dread. "Those animals… are really alive?"

Ben nodded seriously. "Yeah. Totally real. That's a Tyrannosaurus Rex. And the other one—the big, hairy elephant—that was a Woolly Mammoth. Both of them are from my world, but they went extinct ages ago."

"So they were real animals that lived in your world's past?" Levy asked.

"Exactly," Ben explained. "Sort of like how Dragons once existed here. Honestly though, I wouldn't be surprised if Earthland had creatures like them too. Maybe they just haven't been discovered yet—or maybe they really are gone here too."

The footage cut back to the mammoth, which slammed its tusks into Four Arms and hurled the towering alien straight into a wall with a thunderous crash. Dust rained down as the impact shook the room. The mammoth bellowed and charged again, its massive feet pounding against the floor.

Four Arms staggered to his feet, shaking his head before charging forward himself. He drove a mighty fist into the mammoth's trunk, forcing the beast to rear back in pain.

But the mammoth wasn't done. With a sudden twist, it hooked Four Arms with its tusks and flung him sky-high, sending him crashing through a display skeleton with a bone-snapping clatter. Four Arms groaned, dangling upside-down from the wreckage.

"Seriously? He hasn't beaten it yet?" Gray frowned, unimpressed.

"Yeah, come on! Four Arms, all that muscle, and he's still struggling?!" Gajeel scoffed.

Ben raised his hands defensively. "Hey! In my defense, that thing was a LOT tougher than it looked, alright? I was ten—still figuring things out. Not exactly peak experience level!"

"Yeah, cut him some slack!" Wendy chimed in warmly. "He was just a kid."

Natsu grinned ear to ear. "Nah, this is perfect. A tough fight's the best kind of fight!"

"You are going DOWN, Peanuts!" Four Arms declared with a growl.

The mammoth let out another trumpet-like roar and barreled toward him as Four Arms returned to his feet. But this time, Four Arms braced himself, grabbed hold of its trunk mid-charge, and with a roar of his own began to spin. Faster and faster he whirled, the mammoth's legs flailing as its massive body lifted off the ground. Then, with a heave, Four Arms released his grip, sending the mammoth sailing across the exhibit. It slammed into the wall with an earth-shaking thud before collapsing in a heap, unconscious.

The guild hall erupted.

"YEEEAAAHHHH!" Elfman bellowed, throwing his fist in the air. "Now THAT'S a manly throw!"

"Impressive strength…" Erza admitted, her eyes widening at the display.

Natsu hopped onto his seat, shouting at the screen. "Atta boy! That's how you do it!"

Even Gajeel smirked grudgingly. "Hmph. Not bad, brat."

Carla, arms crossed, rolled her eyes. "Honestly, boys and their brute force."

Four Arms swayed back and forth, his massive shoulders hunched as he clutched his stomach. His four eyes crossed slightly, and he slapped a huge red hand over his mouth. "Ohhh, I think—ugh—I'm gonna hurl…" he groaned, wobbling on his feet.

"Pfft—!" Natsu snorted. "All that muscle and he can't handle a little spinning?!"

Gray folded his arms with a smirk. "Bold words coming from the guy who can't ride in a train without puking."

"Shut up!" Natsu shot back, glaring as the room roared harder.

Elfman slapped the table with a booming laugh. "A real MAN doesn't puke in the middle of victory! You gotta hold it in, kid!"

Ben dragged a hand down his face with a groan. "Yeah, yeah, laugh it up."

Dr. Animo scrambled onto the bony back of the towering T-Rex, his laughter echoing through the museum halls. "I'd love to stay, but I need to claim the award I so richly deserve!" he declared smugly.

The T-Rex swung its tail, nearly knocking Max and Gwen flat.

"That man deserves no reward!" Erza snapped. "Only punishment for twisting life so cruelly."

"Yeah, a reward for what?" Cana added with a scowl. "For being the biggest creep in a lab coat?"

Before anyone could respond, a rush of feathers sliced through the air. The giant parrot swooped down with a piercing screech. Gwen gasped in alarm but didn't have time to react as its talons clamped around her shoulders.

"BEN!" she cried, struggling in its grip as the bird yanked her off the ground.

"Gwen!" Wendy exclaimed, clapping her hands over her mouth in worry.

"Dammit, it's gonna get away with her!" Natsu shouted, half rising from his seat as though he could jump in himself.

"Ben!" Max's voice rang with urgency as he called to his grandson.

Without hesitation, Four Arms vaulted clear over Max in a single mighty leap, shaking the museum floor as he landed in pursuit of the parrot. His four fists clenched with determination as he barreled after the giant bird.

As the echo of his footsteps faded, Max bent down and picked up a scrap of paper that had fluttered to the floor. He turned it over in his hand.

"Hey…" Lucy pointed out, leaning forward with narrowed eyes. "That's the same paper Dr. Animo was looking at earlier."

Levy tilted her head thoughtfully. "You think it's important? Some kind of clue?"

"Who cares about paper!" Natsu shouted, waving his arms in frustration. "The girl's in trouble! He better smash that bird before it's too late!"

Ben rubbed the back of his neck, half-smiling. "The paper did turn out to be important later, but right then? Natsu's right. Saving her came first."

Four Arms managed to grab hold of the giant parrot's feathers, glaring up at it. "No 'bye-bye' for you," he growled, digging his massive fists in for leverage.

But the bird shrieked and with a sudden violent flap, the feathers tore loose in his grip. Four Arms plummeted from the sky, while the parrot carried Gwen off in its talons.

Gasps rang out in the guild hall. The sight of him falling from such a height made several tense in alarm.

And then the Omnitrix began to beep and blink red.

"Aw c'mon!" Natsu shouted, indignant. "Such lousy timing!"

The transformation fizzled just as Four Arms hit the ground, dust and rubble exploding outward on impact.

The guild let out a chorus of relieved sighs when they saw the reversion happen only after he'd absorbed the worst of the fall.

Coughing, young Ben dragged himself out of the small crater, his expression twisted in panic. "GWEN!" he shouted, voice cracking with fear as he stumbled toward the direction the bird had flown, horror and desperation painted across his face.

"That poor girl…" Mira whispered, pressing a hand to her mouth.

Wendy clutched the hem of Ben's coat, her small voice trembling. "Being carried off like that… Gwen must be so scared…"

Ben placed a hand on her shoulder to help ease her tension.

Just then, the familiar rattle of an engine cut through the tension. The Rust Bucket screeched to a stop beside Ben, the headlights glaring through the dust. The door swung open and Max leaned out, utterly calm despite the chaos. "Somebody call for a taxi?" he quipped.

A wave of relief and even a few chuckles broke out.

"Ha! Great timing, old man!" Natsu barked with a grin.

Still, others kept their focus on the larger problem.

"But we don't even know what Animo's really after yet," Levy pointed out, worry creeping into her voice.

"Forget Animo!" Elfman exclaimed. "The priority's the girl—she's in danger!"

Ben, panting, didn't hesitate. He scrambled toward the open door of the Rust Bucket, eyes blazing with one thought only: Save Gwen.


The parrot soared across the night sky, its massive wings beating like thunder as it clutched Gwen by the straps of her backpack. Yet, instead of shrieking or panicking, Gwen only looked put out—her arms crossed tight against her chest, brows furrowed in annoyance.

"'Spend a summer with your grandpa, honey. It'll be an adventure,'" she mimicked her mother's voice with dry sarcasm, rolling her eyes as if being carried off by a giant bird was just another inconvenience. The wind whipped her hair, but her glare stayed sharp, fixed on the horizon as they neared the Washington Monument.

"Pfft—she's not even scared?!" Natsu laughed, smacking the table. "That's awesome!"

Gray cracked a grin. "Kid's got nerves of steel."

Cana tipped her drink approvingly. "Told you—mini-Erza. Same energy. Look at her sass while she's in mortal danger."

Erza crossed her arms, giving a rare smirk. "Hmph. I can't argue with that."

Levy giggled. "She's so brave! I think Ben's not the only Tennyson with hero material."

Wendy smiled nervously. "It's kind of inspiring, isn't it? She's not letting fear win."

The screen cut to Dr. Animo, still perched proudly on the back of the towering T. Rex. The monstrous creature thundered forward, each step shaking the ground as it crushed through a building, sending debris flying.

The guild gasped.

"Is he insane?!" Mira's hands flew to her mouth. "He doesn't care if people are in those buildings!"

"Disregard for human life," Freed muttered darkly, his eyes narrowing. "Utterly vile."

Clinging to one of its massive toes was the glint of gold—the rare Sumo Slammer card, somehow caught in the chaos and dragged along with the beast.

Gray frowned. "And what are the odds of the card just getting stuck like that? Pretty convenient."

Levy adjusted her glasses with a thoughtful hum. "Still… it makes sense narratively. Ben's prize literally tied to Animo's chaos."

On screen, the mad scientist threw his head back, eyes wild, as he gloated:
"Ah, I do love my work."

Erza's fists clenched tight in her lap, her gaze narrowing like steel. "Work? This is nothing but an abomination. A desecration of life itself."

The T. Rex let out a bone-rattling roar, smashing aside what little remained of the structure in its way, the golden card still glittering mockingly against its talon.


Meanwhile, the scene cut back to Gwen, still dangling in the parrot's talons by her backpack straps. The girl's expression was more irritated than afraid as she fished into her pocket and pulled out a small, rectangular device.

"Well, my mom said only use in an emergency," she muttered dryly, flipping it open. She paused for half a beat, swinging in the air before adding flatly, "I guess this qualifies."

Several wizards tilted their heads.

"What's that?" Wendy blinked, pointing at the rectangular object in her hands.

"Oh, that's called a cellphone." Ben explained. "In my world, people use them to talk to each other over long distances. Kinda like your communication lacrima."

"Ohhh!" several voices chorused in understanding.

Levy perked up. "So… basically, portable communication magic without the magic."

Ben snapped his fingers. "Exactly!"

Natsu tilted his head. "But… how does it work without magic?"

"Technology," Ben said simply, shrugging. "Trust me, it's easier to just accept it than try to understand."


The Rust Bucket rumbled along the streets, Max at the wheel and Ben leaning out the passenger window, scanning the skies.

"No sign of beak-breath!" Young Ben called out, frustration clear in his voice.

"There can't be that many places for a parrot the size of an elephant to roost," Max reasoned grimly. He reached into his pocket and handed Ben a crumpled sheet of paper. "Here. Look at what Dr. Animo left behind."

Ben took it and smoothed it out, reading aloud: "'Dr. Kelly accepts Verities Award'." His eyes widened in realization. "He's gonna finally pick up on his award! We gotta stop him!"

Lucy leaned forward with a little "ah-ha!" gesture. "So it was a newspaper article."

Natsu frowned. "But wait… if it ticked him off so bad, why keep it around?"

Gajeel crossed his arms with a grunt. "Tch. Probably to keep the grudge fresh in his head. Like a reminder of what he was workin' toward."

"Spite as motivation," Erza said with clear disdain. "Pathetic."

"First thing's first," Max cut back in firmly, his tone reminding both Ben and the audience of his priorities. "We have to find your cousin."

As if on cue, a loud ring! echoed from the dashboard. Both Ben and Max startled, glancing at the old phone's screen where Gwen's name popped up.

"Gwen!" they exclaimed together in relief.

Max snatched up the phone. "Hang on, Gwen—we're coming!" he told his granddaughter with sharp urgency, determination flashing in his eyes.


The scene shifted to show Gwen barely managing to cling to the sharp spike of the Washington Monument's peak.

"I can't hold on much longer!" she cried out in panic, her knuckles white as her phone slipped free from her grip.

The cellphone plummeted, smashing into pieces on the ground below just as the Rust Bucket screeched to a halt nearby.

Max's face went pale. "Oh no… Gwen'll be next," he said, his voice low with dread.

"Crap—!" Natsu shot up, fists clenched. "She's gonna fall!"

"Yo Ben—or young Ben! You gonna transform yet or what?" Cana barked.

As if on cue, Young Ben looked down, breath quick and heavy. The Omnitrix blinked and turned green, signaling its recharge complete. His face hardened with resolve.

"Not if I can help it," he declared, raising his wrist. With one solid motion he slammed down the faceplate. "It's hero time!"

Ben returned to his green, transformation void. Veins and muscles immediately around the Omnitrix swelled, pulsating for an instant before the device sank into Ben's wrist. His skin shifted sickly green, his hands warping into black claws. Two bulbous, insectoid eyestalks sprouted grotesquely from either side of his head as his face darkened pitch-black. The camera swung around to his back as a sudden tear of flesh gave way to sharp, translucent dragonfly-like wings that buzzed to life. His torso split open to reveal two pairs of insect legs jutting outward, and a menacing leaf-shaped stinger coiled behind him. Finally, the Omnitrix symbol burned bright in the center of his head as the shot pulled back to reveal the monstrous insectoid in full.

With a loud, high-pitched bzzzzzzt, his wings beat rapidly, kicking up dust as he launched into the air.

The Fairy Tail guild had an instant, visceral reaction.

"GAHHHHH!" Lucy recoiled, hugging her arms around herself. "That's… that's gross!"

Levy covered her mouth. "O-oh… I wasn't ready for that one."

Cana grimaced, tilting her drink away as if even looking at him might contaminate it. "Ugh. Hard pass."

Even Juvia, normally supportive, struggled. "Juvia… wants to say he is… charming… but… Juvia cannot."

Natsu tilted his head, nose wrinkling. "What the heck even is that thing?"

Gray raised a brow. "Bug-boy."

Ben smirked knowingly. "That's Stinkfly. One of my classic forms—fast in the air, shoots goo, stinger tail… basically a nightmare bug with wings."

"Never seen you use him," Erza noted, arms crossed.

"Yeah, don't you have like, cooler flying forms now?" Happy asked.

"True," Ben admitted, shrugging. "I don't get many chances to pull him out anymore with so many other flight options. But hey—he's got his uses."

"Hopefully not too often," Gray muttered.

"Yeesh, no kidding," Lucy agreed.

Stinkfly shot upward with a loud bzzzzt, his wings buzzing frantically as he rocketed through the air toward the Washington Monument. The camera cut to Gwen, her tiny hands trembling as she clung desperately to the monument's spike.

Her fingers slipped, and with a terrified scream, she lost her grip—plummeting into open air.

Gasps erupted around the guild hall.

"GWEN!" Wendy yelped, clutching Ben's arm in alarm.

"Oh no!" Levy cried, covering her mouth.

"Ben, you better—" Lucy started, but then her eyes widened as the alien bug barreled into view.

With perfect timing, Stinkfly swooped underneath, catching Gwen in his arms before she could fall too far. "Gotcha!" the Lepidopterran declared, wings beating hard to steady them both.

"YES!" Natsu pumped a fist in excitement. "Nice one, bug-boy!"

"Phew…" Happy exhaled with relief. "That was close!"

Gwen blinked up at her strange rescuer in confusion, still catching her breath. "Huh?" she muttered, her tone unsure. Then, recognition lit her face as she realized who had saved her. "Butterfly!" she exclaimed in surprise.

"Stinkfly!" the alien corrected her, turning both eyestalks to glance back at her.

"Yo Ben," Nab asked, "Why on earth would you name it that?"

Ben shrugged, smirking. "Hey, if it fits…"

"Disgusting, but accurate," Gajeel snickered.

Meanwhile, Gwen relaxed slightly in his hold, sighing in relief. "Yeah, whatever," she muttered, brushing her hair out of her face. "Anyway, thanks for the save."

The cousins shared a brief, genuine moment of warmth. But it didn't last. Gwen's expression suddenly shifted, her eyes going wide as she pointed. "Incoming!" she shouted in alarm.

The screen panned to reveal the massive, mutated parrot swooping back toward them, its beak snapping with dangerous intent.

"Hang on!" Stinkfly barked, gripping Gwen tightly as his wings flared, taking rapid evasive action to avoid the bird's strike.

The guild was on edge again, leaning forward.

"That thing isn't giving up!" Elfman growled.

"Kick its tail, bug-boy!" Natsu shouted eagerly.

Max skidded to a stop at the base of the monument, his eyes darting up to the chaotic battle overhead. The camera swung skyward, catching the dizzying sight of Stinkfly weaving and darting through the air while the mutated parrot dove after him, its talons slashing dangerously close.

"Whoa! Watch the nails there, Polly!" the insectoid alien taunted, banking hard to avoid getting clawed.

The Fairy Tail guild collectively winced.

"This is crazy—trying to dodge that thing with Gwen still on his back?!" Lucy cried.

Juvia clutched her hands together nervously. "One wrong move—"

"—and splat," Gajeel cut in, smirking darkly.

Meanwhile, Gwen clung for dear life, her face turning pale as the ground spun beneath them. "Oh, I think I'm… gonna be sick," she groaned, squeezing her eyes shut.

"I don't blame her," Wendy said softly, "I'd be dizzy too…"

"Spew on me, and you'd better learn to fly, quick," Stinkfly warned her sharply.

Several wizards chuckled at that line.

"Trust Ben to sass in the middle of a battle," Cana said between laughs.

Meanwhile, the scene cut inside the Washington Monument. Max was hauling himself up the narrow staircase, sweat beading on his brow as he dragged his legs up another step. He let out a low groan. "Like it would've killed the Founding Fathers to install an elevator…" he muttered bitterly.

Lucy tilted her head curiously, turning to Ben. "The Founding Fathers… were they the kings of your country or something?"

Ben chuckled. "Nah, not kings. More like… the leaders who helped establish how our country started. It's a really long story though. I'll explain it another time."

The camera panned back to Stinkfly, still locked in a deadly mid-air chase with the mutated parrot snapping at his wings. He caught sight of Max waving frantically from one of the monument's narrow windows. "I can't shake cracker-breath," Stinkfly shouted to Gwen. "You're gonna have to trust me."

"Trust you?!" Gwen yelped, her eyes widening in alarm.

Before she could argue, Stinkfly suddenly twisted, letting her slip from his back—only to swoop and snatch her up by his hands. Gwen's scream pierced the air, echoing down the monument as the ground loomed far, far below.

"Poor girl…" Lucy winced, pressing her hands together nervously. "I'd be just as terrified if I were her."

"Kid's got guts," Cana admitted, sipping from her mug. "I'd have passed out by now."

"Guts, or just no choice," Levy said softly, though she too looked tense.

Inside the monument, Max leaned dangerously out the window, his arms outstretched. "Come to Grandpa…!" he urged, readying himself.

"Risky," Gray muttered with a frown. "If he misses—"

"—they're toast," Gajeel finished bluntly.

"But what else can they do?" Wendy countered, worry creasing her face.

"Sometimes there's no time for perfect options," Erza said, her tone sharp. Her eyes then narrowed toward Present-Ben. "You mentioned Stinkfly could shoot goo. Why didn't you use that to incapacitate the parrot? It would have ended things quicker."

Ben grinned sheepishly. "Didn't know how to use that ability back then. I was still figuring him out."

Back on-screen, Stinkfly beat his wings furiously, angling toward Max. "Now!" the Lepidopterran shouted. With precision, he dropped Gwen from his hands—straight into Max's waiting arms.

Max caught her against his chest, grunting with the impact but holding her tight. Relief spread across his weathered face.

The guild collectively exhaled as well.

"She's safe…" Wendy whispered, her shoulders loosening.

"About time," Gray muttered.

Max dragged Gwen back inside the window, steadying her on her feet. But before they could catch their breath, the mutated parrot shrieked and dove straight at them, talons outstretched.

The guild leaned forward in alarm.

The panic was cut short when Stinkfly suddenly rammed into the beast's side, knocking it away from the monument in a shoulder-first dive. The parrot squawked angrily as it was shoved off course, wings flailing.

"Nice hit!" Natsu grinned, pumping his fist.

Even Cana whistled. "Didn't think Bug-Boy had it in him."

Max, gripping Gwen protectively, looked back at his grandson. "Go! Stop Animo. We're all right."

Gwen groaned, clutching her stomach as the adrenaline faded. "Speak for yourself," she mumbled, looking positively green.

The guild chuckled at her dry humor, though a few winced at how nauseous she looked.

"Poor girl just went through a free-fall. Cut her some slack," Mira said sympathetically.

"Still funny though," Natsu snickered.

Stinkfly gave a quick nod, his eyestalks swiveling as he locked onto the distant Dr. Animo. Without another word, he zipped away, wings buzzing furiously.

"'You're alive, brat. Be thankful for that,'" Gajeel grumbled, rolling his eyes.


Meanwhile, at Kelly Industries, Dr. Kelly stood proudly before a group of distinguished guests, leading them through the pristine halls of his company. At last, he stopped at a display case and gestured with flourish.

"And here is my Verities Award," he announced, his voice brimming with pride. The polished plaque gleamed under the lights, perfectly displayed. "Of course, it was an honor just to be nominated with such a distinguished group of scientists." Kelly chuckled, modest on the surface though his chest puffed just a little.

CRASH!

Glass exploded inward as the towering form of a genetically-modified Tyrannosaurus burst through the wall, its massive jaws snapping at the air. Screams filled the room as VIPs scattered in panic.

Standing proudly on the beast's back was none other than Dr. Animo. He leapt down with theatrical flourish, coat tails whipping dramatically. "Kelly! I believe you have something of mine!" His voice dripped with malice as his gaze zeroed in on the Verities Award.

Kelly backed up, horrified.

Animo lunged, snatching the award from its pedestal with both hands. His crazed smile stretched ear to ear as he raised it above his head.

"I'd like to thank the committee for this honor!" he proclaimed, as though he were genuinely accepting the accolade.

"...Is this guy serious?" Gray deadpanned, arms crossed.

"Definitely lost his marbles," Cana muttered.

"Ya think he ever had marbles to begin with?" Gajeel asked flatly.

"Insane or not, he's dangerous," Erza said firmly, her eyes narrowing at the screen.

Lucy frowned. "It's so strange though… he doesn't even want recognition from his peers, not really. He just wants to take it."

"And talk like he earned it," Wendy added softly. "That's… kind of sad."

The T. Rex roared, its massive head swinging low as it snapped its jaws toward Dr. Kelly. The scientist froze in terror, hands raised uselessly as the beast's teeth glinted under the fluorescent lights.

Before Kelly could become a meal, Stinkfly swooped in with surprising speed, his four wings buzzing loudly. "Not on my watch!" the Lepidopterran shouted, slamming a punch into the dinosaur's snout. The T. Rex reeled back with a guttural growl—but only for a moment. Its muscular tail whipped around with brutal force, swatting Stinkfly out of the air and sending him crashing through a support beam and into a pile of rubble.

Stinkfly groaned as he pushed himself upright, shaking off dust. But then, among the debris, his eyestalks locked on the golden Sumo Slammer card.

"Whoa," his voice cracked with glee. "I struck Sumo Slammer gold!"

"Dude… Not the time." Gray muttered, palm to his face.

"Ben!" Erza barked. "There is a rampaging monster and a madman in the room, and he's gawking over a card?!"

Even Lucy winced. "Talk about bad focus…"

But then, a piercing scream cut through the air.

"Somebody help me!" Dr. Kelly cried out in desperation as the T. Rex cornered him against a cracked wall, its jaws widening like a monstrous bear trap about to snap shut.

The guild reeled again.

"Wait—didn't Animo already get what he wanted?" Lucy asked, confused.

"Why's he still letting the eat him?" Wendy added with a shake of her head.

Ben folded his arms, his voice low with a trace of bitterness. "Revenge. He thought Kelly stole the honor that should've been his. Animo wasn't just after the award, he wanted to humiliate him, and get rid of him completely."

"Tch. That's twisted," Gajeel said flatly.

Meanwhile, Young Ben stared down at the shimmering card in the rubble. For a moment, his wings drooped. "Aw, man…" he groaned. "This hero stuff ain't easy."

With a determined buzz, Stinkfly launched into the air just as the debris shifted and buried the golden card from view.

Ben exhaled deeply, rubbing the back of his neck. "Trust me, little me… you have no idea how true that statement turned out to be."

The Fairy Tail group let out sighs of relief as Stinkfly dove straight toward the scientist.

"Good choice," Gray admitted.

"Of course it was!" Juvia said confidently, smiling as she pressed her hands together. "Juvia never doubted for a second that Benjamin would do the right thing."

Ben scratched his cheek, blushing slightly. "Thanks, Juvia."

Kelly shrieked one last time as the T. Rex snapped its jaws down—only to be yanked away at the last second by Stinkfly, who latched his claws onto Kelly's lab coat and pulled him out of danger. The dinosaur's teeth clamped down on empty air, enraged.

"Gotcha!" Stinkfly shouted, wings buzzing furiously.

"What are you, you little pest?" Animo snarled, clutching the broken sleeve of his coat where Stinkfly had grazed him. His eyes burned with madness.

Stinkfly hovered in the air, wings buzzing like a swarm. His eyestalks narrowed, and he puffed out his insectoid chest. "I'm Stinkfly," he declared proudly, "and I'm here to kick some tail!"

"Eh," Natsu shrugged, "so-so on the comeback."

"Aye. Could've been better." Happy agreed.

Ben pouted. "Everyone's a critic."

Dr. Animo's lip curled, and he snarled. He fired his beam straight at Stinkfly—but the agile alien darted sideways, the blast slicing through the air and scorching the ceiling.

"Too slow, ugly!" Stinkfly taunted, swooping in. He cocked one clawed arm back and socked Animo across the face with a solid punch.

The mad doctor stumbled backward, his grip loosening on the Verities Award. The crystalline trophy spun through the air before smashing against the tiled floor, shattering into dozens of sparkling fragments.

"No!" Animo cried out, his voice raw with despair as he dropped to his knees among the shards. His fingers clawed at the pieces, as if trying to scoop them back together. "My award—my recognition!"

Lucy folded her arms, her expression hard. "You never deserved it anyway."

"Yeah!" Happy cheered. "Take him down, Ben!"

Stinkfly darted forward, wings buzzing furiously. He tapped Animo's shoulder with a claw, drawing the mad scientist's attention just long enough to yank the glowing device right off his head.

"My Transmodulator!" Animo screamed, panic breaking through his smug tone for the first time. His wild eyes bulged as Stinkfly held it aloft.

With a heave, he hurled the device down onto the floor.

CRACK!

The Transmodulator shattered in a brilliant flash, releasing a red energy wave that rippled through the room. It spread outward, pulsing through the walls, before washing over the massive T. Rex.

Everyone froze as the monstrous creature bellowed one last roar—then its body stiffened. Flesh and muscle evaporated in a strange glow, leaving behind only a towering skeleton.

"Whoa…" Levy blinked, eyes wide. "Did breaking it… reverse everything?"

Ben rubbed the back of his neck sheepishly. "That's my guess. The shockwave probably sent out a reverse-switch that undid its reanimation." He shrugged. "I try not to think about it too much."

"Convenient," Gray muttered.

"Effective," Erza countered firmly.

The massive skeleton shuddered, joints loosening, the entire frame crumbling beneath its own weight.

Animo, still clinging desperately to its ribcage, shrieked in denial. "No…! No…! No!" His words grew shriller with each collapse of bone.

Finally, with a deafening CRASH, the skeletal remains buckled and tumbled to the floor, burying the crazed scientist under a pile of ancient bones. Dust clouded the chamber, leaving only Animo's muffled cries trapped beneath the rubble.


Meanwhile, outside the chaos of Kelly Industries, the mutant parrot swooped toward Gwen and Max. Its wings cut the air like blades, talons stretched forward—only for the red energy shockwave to ripple across its body.

In a blink, the monstrous bird shrank back down to its ordinary size. It fluttered awkwardly in the air before landing delicately on Gwen's arm, its head cocking to the side innocently.

Mages collectively let out a breath.

"Finally, they're back to normal," Levy said with relief.

"Meaning Gwen and Max are safe too," Mirajane smiled softly.

But Gwen, still pale from her ordeal, glared at the parrot. "Don't even try to kiss up to me now," she scolded sharply.

Happy tilted his head. "Aww, don't be mad at it! It wasn't the bird's fault."

Wendy frowned a little. "Exactly. She should know better—those animals were controlled by Animo, not acting on their own."

"Still," Lucy said, "can't exactly blame her for being mad after almost being bird food."

"Or falling to her death," Gray dryly added.


The camera cut to the front of Kelly Industries, flashing red-and-blue lights painting the walls and pavement. Dr. Animo kicked and writhed as two officers dragged him toward the police cruiser.

"Let me go!" he barked furiously, his voice cracking with desperation. "I deserve that award! I've got it coming to me! I want it!" His shrill ranting continued even as they shoved him into the back seat, the door slamming shut on his protests.

Many scoffed in unison.

"The only thing he deserves is jailtime," Gray said flatly.

"Too right," Cana added, rolling her eyes.

Elfman clenched a fist. "Getting locked up is the manly punishment for cowards like him!"

Back at the scene, Ben watched the arrest unfold and couldn't help but contemplate Dr. Animo's words. He frowned, muttering under his breath: "For some reason, that sounds kinda familiar."

Makarov leaned forward, stroking his beard approvingly. "Good. The boy is beginning to understand—sometimes we learn best from the failures of others."

Erza nodded. "Yes. Recognizing the flaws in your enemy is the first step toward ensuring you never walk the same path."

Juvia smiled softly. "So young and already reflecting on things like that…" She sighed dreamily. "… He really is growing into a great hero."


The Rust Bucket rumbled along the highway, the Washington Monument shrinking in the distance. Ben leaned back in his seat, fiddling with a box he'd set on the table. Inside it, gleaming faintly in the sunlight, was the helmet from Animo's Transmodulator.

"I didn't get that gold Sumo Slammer card," Ben admitted, then smirked as he set the box down proudly. "But at least I snagged a trophy from Animo."

Ben chuckled, his tone nostalgic. Ah. This is when I started my collection from that summer.

Young Ben stretched his arms over his head, sighing. "Plus, I guess saving the city from 'Dr. Wacko' was its own reward."

"That's the spirit," Erza said approvingly. "To take pride in saving others rather than chasing prizes—that is the mark of true growth."

Makarov nodded sagely. "A good heart will never lead you astray, boy."

Mirajane clasped her hands together with a bright smile. "See? You can be selfless when it counts."

The praise made Ben scratch the back of his head sheepishly.

Wendy tilted her head, her soft voice breaking the moment. "But… if it's better not to expect a reward, then… isn't it wrong for wizards like us to accept money for helping people?"

Ben leaned forward to answer carefully. "It's not quite the same. Magic guilds do provide services for others—whether it's defending towns, completing requests, or protecting people from threats. It's fair to accept payment when that's the arrangement." He softened his voice. "But it also doesn't mean you should ignore someone who needs help just because they can't pay you. If someone's desperate and in trouble, doing the right thing comes first."

Wendy slowly nodded, relieved by his explanation. "So… helping others is what matters most, no matter what."

"Exactly," Ben confirmed with a warm smile.

On screen, Gwen looked at Ben, her expression softening. "Don't forget you saved me, too. Thanks" Sincerity present in her voice.

Ben leaned back, puffing out his chest just a little. "Yeah, well, that's what we heroes do best: rescue dweebs." He grinned smugly.

Gwen's warm expression instantly soured into a scoff. "You are such a major doofus."

Ben's smirk widened. "I know you are, but what am I?" he shot back in the most childish singsong voice, breaking into giggles.

The guild chuckled at the exchange.

Gray smirked. "Heh. Typical brat move."

Levy smiled brightly. "But at least they're laughing together instead of fighting. That's progress!"

Happy giggled, wings fluttering. "Aye! They really are like siblings."

Makarov let out a booming laugh. "Ah, young ones… always teasing, but love runs deeper than they know."

Ben watched the memory of his younger self giggling with Gwen, a small, almost wistful smile tugging at his lips. For all their bickering, moments like this reminded him how much they'd grown—and how much he'd needed that bond back then.

…And how much he missed it now.

The screen faded to black. A moment later, glowing runes shimmered across the air above the monitors:

"INTERMISSION — 15 minutes until the next episode begins."

Notes:

Decided to end chapter 2 here. Feel free to suggest any ideas I could do with the intermission part before transitioning to Episode 3's reaction.

I considered having Natsu, Wendy, and/or Gajeel could talk to Ben on if Animo's device could revive Dragons from their world.

Or if you have other ideas, feel free to share.

As this is my first fan fiction, please leave any comments and critiques in the review box below.

Chapter 4: Episode 3: The Krakken

Summary:

The Fairy Tail crew watch Ben’s memory regarding the Krakken, and learn that “monsters” aren’t always what they appear to be.

Notes:

Disclaimer: Ben 10 and Fairy Tail are not mine — I'm simply a fan playing in their sandbox. All credit goes to the original creators.

Chapter Text

"INTERMISSION — 15 minutes until the next episode begins.

The guild hall immediately came to life with the sound of chairs scraping, conversations overlapping, and footsteps echoing as mages stretched their arms and legs. Natsu and Gray immediately shoved each other on their way toward the bar to get snacks, Happy zipped overhead to swipe a fish, while Cana kicked back with another keg.

It still amazed Ben how much alcohol Cana could down without getting alcohol poisoning. Seriously, is her liver super-charged or something?

Levy, who had stayed behind in her seat, had a curious gleam in her eyes. "Ben, I've been keeping count. We've seen Heatblast, Wildmutt, Diamondhead, XLR8, Grey Matter, Four Arms, and Stinkfly so far, right? And I saw Ghostfreak's icon in an earlier episode. That's eight. Didn't you say the watch gave you ten to start with? So, what are the other two?"

Lucy perked up from across the table. "Oh, good point, Levy. You've got us all curious now."

Heads turned toward Ben.

Ben smirked faintly, arms crossing. "Yeah, I did start with ten. But…" He tapped the Omnitrix on his wrist, grin widening. "I think I'll keep the rest a surprise. Trust me, you'll meet them soon enough."

"Aww, no fair!" Natsu complained from the bar, munching down on some snacks. "C'mon, just give us a hint!"

"Pft. Not manly to tease and not deliver," Elfman grunted, folding his arms.

Cana smirked. "Bet he's saving the best ones for last."

"Something like that," Ben replied slyly. Then, with a mischievous glint in his eye, he added, "Though… since some of you only saw Stinkfly on the screen, maybe I should give you all a proper demonstration. You know… up close."

Immediately, Carla narrowed her eyes. "Ben…"

But it was too late. With a mental command to the Omnitrix, green light flared across his body. His body warped and shifted until the black-and-green insectoid form of Stinkfly buzzed up into the air with a wet squelch of wings.

Many in the guild collectively recoiled.

"UGH!" Lucy gagged, hands flying to her mouth. "I did not need to see that thing up close!"

Levy pressed a hand to her stomach. "O-Oh wow… the wings sound way slimier in person…"

"Blehh!" Happy stuck out his tongue. "Why'd you have to pick that one?!"

The Dragon Slayers reacted worst of all.

Wendy immediately clasped her hands over her mouth, turning pale. "U-uhhh… oh no… I think I'm gonna—"

"Don't spew, Wendy!" Carla yelped, patting her back in alarm.

Gajeel's face went green as he clamped a hand over his mouth. "Ugh—Tch… dammit, man, warn a guy before you show off your bug freak!"

Natsu toppled over onto all fours, groaning dramatically. "I hate bugs! And why does this magic make it feel like it's right next to me?!"

Stinkfly turned his eyestalks around, smirking. "Hey, don't blame me if you Dragon Slayers have weak stomachs."

"WEAK?!" Natsu shot back between gags. "You just look disgusting! Gimme Heatblast or Four Arms any day—at least they don't make me wanna puke!"

"Bleeeh, even the smell…" Gajeel groaned, fanning his face with a hand. "Smells like swamp rot."

"Not manly at all…" Elfman gagged, turning away.

Meanwhile, Cana was laughing so hard she nearly spilled her mug. "Pfft—! Look at the tough guys brought down by a bug!"

Even Erza, normally composed, covered her mouth delicately and muttered, "...Still, this one certainly is… difficult to appreciate."

Lucy peeked warily through her fingers. "Ben, I seriously hope you didn't actually name him Stinkfly just because of the smell."

Stinkfly's eyestalks rotated again, smirking. "If it fits…"

A collective groan rippled through the guild.

Finally, with another green flash, Ben returned to his human form, chuckling as he flexed his hands. "Relax, relax. I just thought you'd all enjoy the full effect."

"Enjoy?!" Gajeel barked, still looking green. "I don't think I can eat anytime soon..."

"You're lucky I don't torch you right now, bug-boy," Natsu grumbled, still slumped against the table.

Ben smirked smugly. "What's the matter? Can't handle a little stink?"

Even Juvia sighed, though she smiled faintly. "Juvia thinks perhaps… you should not bring that one out around meals."

Wendy finally lifted her head, pale but determined. "N-no offense, Ben, but… maybe keep that one for emergencies only…"

Ben chuckled at everyone's expense. "Fair enough."

Meanwhile, a faint swish-swish of brush strokes caught a few ears. Off to the side, Reedus was already at work, his easel propped up, paints set out neatly beside him. His brush moved with surprising speed, capturing bold lines across a fresh canvas.

"Oi, Reedus," Macao called. "What're you working on now?"

The artist stepped aside with a flourish, revealing a vivid image of Heatblast's first transformation. Emerald light framed the scene, with the young, terrified Ben mid-panic, shouting, "I'm on fire! I'm on fire!" The flames danced brilliantly off the page, almost alive.

Wakaba whistled low, pipe hanging from his mouth. "Not bad. You really caught the poor kid's panic."

"The detail of the fire is great too." Macao added. "Looks like it's gonna burn my eyebrows off."

Reedus smiled, dabbing a bit of white highlight onto the flames. "Art should evoke emotion, no? And that moment—Ben's very first transformation—was iconic. It demanded to be painted."

"Iconic, huh?" Macao chuckled. "Well, what about that bit with the crystal guy? Diamondhead, was it? The way he turned that robot's beam back on itself?"

Already ahead of them, Reedus flipped another canvas around. This one showed Diamondhead mid-struggle, palms braced against the blazing Mechadroid laser, sparks refracting in a shower of light. His face was set with fierce determination, emerald shards glowing like jewels as the redirected beam tore through the machine.

"Whoa…" Wakaba's eyes widened. "Now that's a masterpiece. You nailed the look in the kid's eyes. Serious and desperate all at once. Makes ya wanna cheer him on all over again."

Others nearby leaned closer to admire the canvases. Laki's eyes sparkled. "Reedus, you're amazing. It's like we're watching the highlights in a whole new way."

Reedus bowed humbly, twirling his brush. "Merci, merci! I believe I shall continue to capture the most pivotal moments as we watch. After all, who knows how long this spell will hold us here? We may as well leave with a gallery to remember it by."

"Ha!" Macao slapped Wakaba on the back. "Guess that settles it. From now on, we get live action and live art."

"Fine by me." Wakaba grinned, puffing on his pipe. "Just don't forget to paint my good side if I'm in one of your paintings."

Reedus chuckled, already sketching new lines onto a fresh canvas. "If you do, mon ami, I promise you'll be immortalized in vivid color."

Juvia stepped a little closer, her blue eyes fixed on the glowing strokes of Diamondhead's painting. "They're…beautiful," she said softly, almost shy. "Reedus, would Juvia… be allowed to purchase these paintings, once you're finished?"

Reedus paused mid-brush stroke, blinking in surprise before smiling warmly. "Purchase? Non, non, mademoiselle. If you want them, they are yours—free of charge. I insist."

Juvia's face lit up as if Christmas had arrived early. "Truly?! Thank you so much!" she said, clasping her hands together.

Macao raised a brow, smirking knowingly as he leaned toward Reedus. "You notice how happy she gets just from that, right?"

Reedus chuckled under his breath, nodding slightly before whispering back, "Oui. At this point, Benjamin really should just ask the poor girl out already."

Before the conversation could resume, the glowing runes overhead shimmered and twisted again.

"INTERMISSION COMPLETE — PLEASE TAKE YOUR SEATS. The next episode will commence shortly."

Wizards shuffled back into their places.

The runes pulsed again, brighter this time, before the words shifted:

"Episode 3: The Krakken"


Ben perked up as the glowing runes revealed the episode's title. The Krakken?! His eyes lit up with nostalgia, and a small smile tugged at his lips. Oh yeah, I remember this one… great times.

"The Krakken?" Lucy tilted her head, brow furrowed. "What's that supposed to be?"

Levy tapped her chin, thoughtful. "I can't be certain, but… it sounds like the name for some kind of monster."

That one word got Natsu's full attention. "Monster?" he shot upright, fists clenched with excitement. "Alright! Now we're talking!"

Gajeel smirked, cracking his knuckles. "Heh. Sounds like something worth fighting. Hope it's big."

Elfman slammed his fist into his palm. "A Krakken?! If it's a beast of the sea, then defeating it would be truly manly!"

Even Wendy's eyes widened with curiosity. "I've never heard of a creature with that name before…" she admitted softly, though her expression carried a mix of nerves and wonder.

Gray leaned back with a faint grin. "Figures. Natsu hears 'monster' and suddenly he's fired up. Bet he's already imagining punching it in the face."

"Damn right I am!" Natsu grinned toothily. "If it's a sea monster, I'll roast it extra crispy!"

"Don't you mean steamed?" Cana teased, swirling her drink.

"Shut up!" Natsu barked, though his grin never faded.

Ben chuckled at their enthusiasm, but his eyes flickered briefly with memory. "Trust me… you'll see soon enough. Spoiler, the monster in this episode won't be obvious at first."

This piqued the curiosity of many in the guild. What did Ben mean by that?

A bright moon lit up the foggy forest below, silver light spilling across a large lake. The water gleamed under the mist, the still surface creating a picture of peace and serenity, undisturbed by even the faintest ripple.

"Ohhh…" Wendy breathed. "It looks so calm and pretty…"

Levy smiled softly. "Like something out of a storybook. I could sit by that lake and read all day."

Even Lucy sighed a little. "It does feel…safe, somehow. Peaceful."

That peace didn't last.

"Cannonball!" Young Ben's voice rang out, shattering the silence. He jumped straight into the lake, creating a massive splash that rippled across the moonlit water.

"Judges score… yes! Perfect ten! Yeah!" Ben popped back up at the surface, grinning as he raised both fists. He switched into a mock commentator's tone. "The crowd loves him! Woooo!" He waved at the empty shoreline, cheering for himself.

Several guild members burst out laughing.

"Perfect ten, huh?" Cana snorted into her drink. "Kid's full of himself, even when he's wet."

Gray smirked, arms folded. "Yeah, 'amazing cannonball,' Ben."

Natsu was already laughing so hard he slapped the table.

Ben groaned and rubbed the back of his neck. "Come on, guys. I was ten. I thought I was hilarious."

"Thought?" Gajeel smirked. "You knew you were hilarious."

Not everyone was mocking.

Juvia raised her hand delicately, her eyes warm. "For the record… Juvia thought it was a very good cannonball."

Wendy nodded eagerly. "It really was! You got such a big splash!"

Ben blinked, caught off guard, then chuckled nervously. "…Thanks, I guess."

Carla, however, wasn't impressed. She flicked her tail with a huff. "Splash or not, it's irresponsible. Swimming at night in the middle of nowhere? Honestly. Anything could've been lurking under that lake."

"Yeah, like fish!" Natsu laughed. "Or the Krakken!"

"Don't give it ideas," Lucy muttered, shivering slightly.

"'A perfect dweeb' is more like it," Gwen said dryly from her spot on the pier, shining a flashlight down at him with her usual unimpressed look.

Ben puffed out his cheeks. "Come on, dive in! Don't just stand there."

"Please! Who knows what nasty, slimy things are slithering around in there?" Gwen retorted, sweeping the flashlight beam across the dark water—only to stop it squarely on Ben's dripping face. "I rest my case." She smirked.

A couple of Fairy Tail mages groaned.

"Harsh," Jet muttered. "Kid was just trying to have some fun."

"Still," Cana smirked into her mug, "let's not pretend he isn't a dweeb half the time."

Ben huffed. "What's the point in camping by a lake if you're afraid to get wet?" He grinned mischievously, then scooped up water in both hands and splashed it straight up at her.

Gwen gasped, jumping back as droplets hit her shirt and arm. "Knock it off, midget!" she snapped, shooting him a glare before spinning on her heel and storming back toward the Rust Bucket.

A few of the guild guys snickered.

"Midget?" Jet cocked a brow. "She's barely taller than him."

"Guess you take any advantage you can get," Droy said, folding his arms.

"She's acting kinda lame," Gray said. "Lighten up, it's just water."

"Aye," Happy agreed, grinning. "What's a lake for if not swimming? Or better yet, fishing?"

But Lucy shook her head firmly, arms crossed. "Honestly, I'm with Gwen on this one. A dark lake at night? You don't know what could be crawling around in there. That's disgusting."

"Bah, you're both sticks in the mud," Natsu laughed, already imagining cannonballing in beside Ben.

But as Gwen stomped away, Ben suddenly began thrashing violently in the lake, splashing water everywhere. "H-Hey!" he choked, coughing as the water threatened to go down his throat. "What's—happen—?!" His voice broke in panic before he was yanked under the surface with a loud splash!

"Ben?!" Wendy gasped, her little hands clenching against her dress.

Juvia's eyes went wide, her entire body tensing as if ready to leap through the screen. "No! He—he's drowning!" she cried, half-rising from her seat.

But Natsu narrowed his eyes, crossing his arms. "Nah, he's just messing around. Bet you anything this is another one of his pranks."

Onscreen, Gwen froze mid-step, frowning. "Very funny, Ben. I'm not falling for it," she scoffed, but there was a waver of uncertainty in her tone. Still, she turned back and walked toward the pier, lifting her flashlight to sweep the rippling water. "…Ben?" she called again, the edge in her voice betraying her growing unease.

Several in the guild were also becoming worried.

The water suddenly began to bubble ominously—then, with a roar, a massive green swamp-monster surged up from the lake. Slime and seaweed dripped off its hulking frame as it lurched toward Gwen, growling deeply.

"KYAAA!" Gwen screamed, stumbling backward and dropping her flashlight. The beam rolled across the pier until it came to rest on the creature's face…

Revealing not a swamp beast, but Four Arms—hulking and smug, with strands of lakeweed hanging off his shoulders like slimy trophies.

A mix of reactions erupted in the guild.

"Oh, come on," Lucy groaned, dragging a hand down her face. "That wasn't funny at all."

Elfman's booming voice followed. "Using power to scare your family—not manly!"

Juvia exhaled, her relief quickly giving way to a pout. "Ben! That wasn't nice. Juvia's heart nearly stopped…"

But not everyone was against him.

"Hah! That was great!" Natsu burst out laughing, slapping his knee.

Even Gajeel smirked. "Heh. Gotta admit, that was a decent scare."

Ben rubbed the back of his neck, chuckling sheepishly as everyone looked his way. "Yeah… okay, maybe not my proudest moment. But c'mon! A little jump scare never hurt anyone."

"Ben?" Gwen's voice rang out from the pier, her flashlight beam still shaking slightly from when she'd dropped it. She picked it back up, scowling at the hulking silhouette.

Four Arms peeled some lakeweed off his shoulder and chuckled. "You should have seen the look on your face! Ah, priceless!" He doubled over in laughter, his booming voice echoing across the water.

"You are so busted when I tell Grandpa!" Gwen snapped, glaring before stomping back toward the RV in indignation.

Four Arms waved her off, still chuckling to himself. "I can't believe she fell for it! A monster in the lake! How dumb can you be?" He laughed harder, shaking his head at what he thought was his cousin's gullibility.

That remark drew several incredulous reactions in the guild hall.

"Eh? What's so dumb about that?!" Natsu barked. "There's sometimes monsters in lakes."

"Not to mention the seas," Erza added seriously. "One should always respect the possibility."

Wendy nodded firmly, "Some say there are even Sea Dragons slumbering beneath the deep oceans…"

Confusion rippled through the audience as Carla folded her paws across her chest. "So why mock her for believing it?"

Ben raised his hands in defense. "Hey—back in my world, people didn't really believe in that stuff. Most thought monsters, cryptids, aliens were all just fairy tales. And, uh… this was before I knew better."

"Oh, the irony," Cana muttered into her mug, smirking.

And right on cue, the irony made itself known onscreen.

The water behind Four Arms began to churn violently, bubbling up with an ominous hiss. He froze mid-laugh, slowly turning his massive head as a gigantic silhouette rose from the depths—far larger than anything he could have imagined.

The guild gasped in unison.

"HAH! There it is!" Natsu whooped, practically leaping out of his seat.

"Ohhh, that's rich," Gajeel smirked, leaning back smugly. "Mister 'how dumb can you be' about to get eaten."

Juvia clutched her chest. "Oh no—Ben, please be careful…"

Even Gray cracked a grin. "Yeah… karma's got a sense of humor."

Onscreen, Four Arms' laughter died in his throat as the monstrous silhouette rose higher out of the dark water. Before he could brace himself, a massive tendril lashed out and wrapped around his torso like a vice. With horrifying ease, the creature whipped its arm back and launched the Tetramand across the lake.

"Whoa!" several voices cried out in shock.

"Wait, wait—time out!" Natsu barked, eyes wide. "That thing just tossed him like a rock!"

"It hurled Four Arms," Erza said gravely. "That's impressive strength. Clearly this is no ordinary animal."

Gajeel smirked darkly. "Guess the brat's not laughing anymore."

Four Arms broke the lake's surface again with a tremendous splash, coughing before spinning around in the water, searching frantically for the beast. The camera panned low, the fog on the lake rippling eerily. Suddenly, something yanked him down with brutal force.

Juvia gasped and clasped her hands together. "Ben!"

Underwater, the scene shifted into a murky blur of bubbles and shadows. Four Arms twisted against the grip of thick, slimy tendrils—but then froze as a massive, unblinking eye filled the screen. Its lidless stare glowed faintly in the dark, wide as Four Arms' entire chest.

The guild hall erupted with cries.

"WHAT the hell is that?!" Gray shouted, leaning forward.

"It's huge…" Levy whispered in awe, her book forgotten in her lap.

Wendy gripped Ben's sleeve tightly. "It's like nothing I've ever seen before…"

"Damn," Macao muttered, taking a long drag from his pipe. "That ain't some overgrown fish. That's nightmare fuel."

Struggling fiercely, Four Arms managed to wrench free of the monster's grip, bubbles exploding around him. Kicking hard, he broke through the water's surface with a gasp, eyes darting back and forth, still half-submerged.

"Why's it attacking him in the first place?" Lucy asked, hugging her arms.

"It's a monster," Gajeel replied simply. "Could be protecting its territory. Could just be hungry."

"Or both," Erza added grimly.


The Rust Bucket's door slammed open and a dripping wet Four Arms stumbled inside, panting heavily. "I was just attacked by a giant lake monster!"

Max jerked awake on his cot, blinking in confusion, while Gwen groaned from her bunk. Instead of alarm, she reached for the nearest pillow and hurled it straight at Four Arms' face. POMF.

"Hello? Current events?" she muttered irritably, pulling the blanket tighter around her. "You already got me with that one."

"But I'm not kidding this time!" the Tetramand insisted, eyes wide and frantic.

"Come on, champ, joke's over," Max said, rubbing his eyes with a weary sigh.

"But I—" Ben tried to argue, his deep voice cracking in desperation.

"Get some sleep. Remember, we've got an early day tomorrow for the fishing trip," Max cut him off, turning over on his bed.

"Are you kidding me?!" Cana slapped her mug on the table. "The kid's dripping wet and panicking—maybe believe him?"

"Exactly!" Nab agreed. "If they'd just listened—"

Lucy shook her head with a frown. "No… this is exactly like The Boy Who Cried Wolf. He played too many pranks, so when something real happened, no one believed him."

"There's a price to pay for dishonesty," Erza muttered, arms crossed.

The Omnitrix let out its familiar beep-beep-beep. In a red flash, Four Arms collapsed onto the Rust Bucket's floor, shrinking back into human form. Now ten-year-old Ben lay spread out starfish-style.

"Yeesh," Gray muttered. "That's one rough night."

Juvia leaned forward, her brows knit in concern. "Poor Ben… no one believed him…"

Happy scratched his head. "So… The monster's still out there?"

"Definitely," Natsu grinned, flames curling from his mouth. "And I wanna see it again."


Morning mist clung to the shoreline as Max led the way with his trusty fishing rod slung over one shoulder. Ben trudged alongside him, still going on about the night before.

"No, really! It was humongous—with these red glowing eyes—!" Ben insisted, throwing his arms out wide for emphasis.

Happy tilted his head. "Eh? They weren't red, they were blue!"

Ben chuckled sheepishly. "Yeah, memory's funny that way. I remembered them being red for years."

Erza nodded thoughtfully, arms crossed. "It's not uncommon. In moments of fear or trauma, recollections can blur or distort. A child might remember glowing red even when they were blue."

Max waved off the story with his usual calm. "I'm sure it was just some kind of big fish, that's all."

"Yeah, so give the mega-fish story a rest, will you 'Captain Dweeb'?" Gwen added sharply, rolling her eyes.

Ben pouted, but soon wandered ahead, spotting a bucket of wriggling worms sitting beside a crate. His lips curled into a mischievous smirk.

Carla groaned and pinched the bridge of her nose. "I already know where this is going."

"Classic prank face," Gajeel muttered, smirking despite himself.

Sure enough, as Gwen approached to catch up, Ben scooped up a writhing handful of worms and shoved them right into her face.

"AH!" Gwen shrieked, stumbling back in horror.

Ben grinned proudly. "Breakfast?"

Several erupted with laughter—though Wendy covered her mouth, blushing.

"Eugh—Ben, gross… What's with the bucket of slimies?" Gwen demanded, wiping at her cheeks.

"Bait," Max explained flatly, already stringing his line as if nothing had happened.

Natsu blinked, tilting his head. "Wait, seriously? She didn't know that? Isn't it obvious?"

Happy flapped his wings. "Aye! Who doesn't know worms are fishing bait?!"

Lucy huffed, folding her arms. "Not everyone's into fishing, okay? Gwen doesn't seem like the type to enjoy standing around with a rod all day. I can relate."

Gray smirked at her. "So what you're saying is—you'd be the one screaming at worms too."

"Shut it, Gray!" Lucy snapped, cheeks puffing as the guild laughed.

Onscreen, Gwen crossed her arms, already shaking her head. "Yeah—well, I think I'm gonna pass on the fishing thing. I'll stay here and catch some sun instead!"

In the guild, Jet blinked at the cloudy sky. "Uh… sun? What sun?"

Levy adjusted her glasses and calmly explained, "Actually, you can still get sunburned even on cloudy days."

"Ohh…" Jet muttered, rubbing the back of his neck as if suddenly self-conscious.

"Okay, but you don't know what you're missing!" Max called back, unfazed as he prepped his rod.

"I'm pretty sure I do…" Gwen replied dryly, walking away.

Lucy leaned back with a smirk. "I'm with you, sister."

Max simply shrugged and then looked up as a fishing boat pulled alongside the dock. He raised a hand politely. "Captain Shaw?"

The grizzled fisherman narrowed his eyes suspiciously. "Who wants to know?"

"Paranoid, much?" Cana muttered, raising a brow.

"Or cautious," Erza countered, eyes narrowing. "Suspicious men don't always come with obvious danger—but that tone suggests he's hiding something."

Max smiled politely and gestured. "I'm Max Tennyson, and this is my grandson, Ben. We chartered your boat today for a fishing trip."

"Yo!" Ben grinned and waved brightly.

Shaw just huffed. "Well, what're you waiting for—an engraved invitation? Get aboard, I ain't got all day." He barked, striding into the cabin.

"Yeesh." Wakaba frowned, puffing on his pipe. "That guy's got all the charm of a sea urchin."

"Man's just doing his job," Gajeel countered with a shrug. "Don't get paid till they step on board."

"Still. Juvia thinks he could be less rude about it." Juvia said.

Ben was practically bouncing with excitement as he scrambled to get on the boat. Max, however, lingered on the dock, glancing at Shaw with an expression that showed just a hint of unease.

Mira's smile faded. "Something seems off with him…"

Natsu grinned. "Good! Means there's gonna be a fight later."


The ship creaked as it set out onto the misty lake, its motor humming low. Max leaned casually against the railing, scanning the calm water. "Anything… interesting out there to catch today?" he asked conversationally.

"More than you can imagine…" Shaw replied, his voice carrying an ominous weight. He didn't even look at them as he adjusted the wheel.

Lucy folded her arms, muttering under her breath, "Totally not suspicious…" earning a few chuckles around the guild.

Shaw's sharp eyes then flicked to the bow. "Looks like your boy's using his breakfast as chum," he remarked.

Max turned in concern, seeing Ben leaning over the side, pale and woozy. He walked up and set a hand on his grandson's back. "Ben? You feeling okay?"

Natsu grimaced, patting his own stomach. "Yeah… I feel yah …" he muttered, remembering his own struggles with motion sickness.

Ben shook his head quickly. "Yeah, I'm fine. Just keeping an eye out for the lake monster. That thing's not taking me by surprise this time!" he declared with determination.

But almost as soon as the words left his mouth, a shadow stirred beneath the waves. Ben's eyes widened, and he lurched forward. "There it is!" he cried, jabbing his finger down at the looming form in the water.

The tension built as the silhouette rose closer… only for it to break the surface, revealing nothing more than a cluster of brambles, twigs, and floating rubbish.

Ben blinked, then rubbed the back of his neck sheepishly. "…Oh, my bad."

Laughter rippled through the guild hall.

"Smooth, kid," Cana teased, smirking into her mug.

"If we hadn't already seen the monster," Jet admitted, "I'd say you and the creepy captain here are just being paranoid."

"Agreed," Droy chuckled. "Kinda ruins the dramatic buildup when it's just garbage."

Erza, however, kept her arms crossed and her gaze sharp. "Even so, Ben's instincts weren't wrong before. If it appeared once, it may appear again."

Max sighed, folding his arms as he gave Ben a steady look. "Now, Ben. This is a fishing trip, not a monster hunt."

Before the boy could argue, Shaw's gravelly voice cut in. "It's called the Krakken."

Levy immediately leaned forward in her seat. "So he does know."

Cana raised a brow, swirling her drink. "Or he's just bought into the rumors too. Nutjobs always think they've seen something."

Erza, however, shook her head firmly. "Either way, whatever insight he could give could be valuable. Even the ramblings of those dismissed as eccentric can hold kernels of truth."

Ben's eyes went wide. "Whoa. You know about it?" he asked, leaning toward the captain.

Shaw adjusted his cap, his gaze fixed on the misty water. "It's my business to know about," he said gravely, pulling a folded, worn photograph from his jacket. He handed it over to Ben.

The image was grainy, showing what looked like the silhouette of a long-necked beast breaching the lake—eerily reminiscent of the famous "Loch Ness Monster" photograph.

"I've been on its tail for years," Shaw muttered, a note of obsession in his voice. "Folks say my rudder's not right."

Max raised a brow and deadpanned, "Why doesn't that surprise me?"

Laughter trickled through the guild, but many were still focused on the image.

"That picture…" Jet said slowly, pointing at it. "It kinda looks like some sea monsters we've before."

"Could it be the same species?" Levy wondered aloud, tilting her head.

But Gray shook his head. "No way to know yet. All we've seen is its eye and a bunch of tentacles. Can't conclude it's the same until we see the full body."

Juvia frowned softly, folding her hands together. "Whatever it is, it's clearly dangerous… Younger Ben needs to be careful."

Shaw's eyes gleamed as he leaned on the wheel, voice rising with conviction. "Sightings go back hundreds of years, on this very lake. Some say it's a myth…" He jabbed a finger toward the mist ahead. "Not me! I could take you to a spot where I personally laid eyes upon the beast. That is, if you've got the stomach for some real adventure!"

Ben's eyes lit up immediately. He turned toward his grandfather expectantly.

Max hesitated, his brow furrowing. He clearly wasn't buying into Shaw's enthusiasm, but Ben's eager face left him cornered. Finally, with a resigned sigh, he muttered, "I guess so…"

"Alright!" Ben pumped his fists in the air, grinning ear-to-ear.

"Finally!" Natsu whooped, practically standing from his chair. "We're going after the beast now! This is where it gets good!"

Elfman slammed his fist against the table. "A manly quest for a monster hunt! That's what I'm talking about!"

Gajeel smirked, arms crossed. "Heh. They better hope that rickety boat can handle it. Doesn't exactly look built for fighting sea monsters."

Gray tilted his head thoughtfully. "Yeah, no kidding. Against something that size? That thing looks like it'll capsize if you sneeze too hard."

Lucy groaned, pressing her palm to her face. "Why do I feel like we're about to see this trip go very wrong?"

Wendy's eyes sparkled nervously. "I just hope they don't get in over their heads… literally."

The boat creaked across the fog-shrouded water as Shaw gestured proudly to the strange contraptions mounted along the deck. "Sonar, high-def video setup, ultrasound. I got it all. And I will find it. Mark my words, it can't hide." His voice carried the conviction of someone who had rehearsed this declaration a hundred times.

Young Ben's eyes widened in awe.

But many in the guild tilted their heads, confusion plain on their faces.

"Sonar?" Levy repeated, brows furrowed. "What's that?"

Ben leaned forward. "It's basically a system that sends sound waves through the water and listens for the echoes. Helps you map out what's beneath the surface—like fish, or in this case, a… giant lake monster."

"Ohhh," Levy murmured, her curiosity piqued. "So, kind of like magical detection, only with sound."

Wendy nodded quickly. "That would be really useful in the ocean!"

Happy tilted his head. "So if you fart in the water, does sonar pick it up?"

"Happy!" Lucy groaned, smacking the Exceed on the head.

"Worth asking!" Happy protested.

Ben chuckled at their reactions.

Before onscreen Ben could keep geeking out over Shaw's gadgets, Max pulled him aside, placing a hand on his shoulder.

"Ben, I don't want you to put too much stock in what Mr. Shaw says," Max warned quietly. His eyes flicked toward the captain, who was still fiddling with dials and muttering to himself. "I don't think he has both oars in the water, if you know what I mean."

Ben frowned, folding his arms. "Why? Just because he saw the Krakken too?" His voice rose with frustration before he shook his head and walked away in a huff, leaving Max looking after him with a saddened expression.

"That's a little harsh, kid," Gray muttered. "Max is just trying to keep you grounded."

Erza folded her arms. "He shouldn't speak so bluntly to his elder."

But Cana shrugged. "Eh, he's frustrated. No one's believing him even though he knows what he saw. Can't blame him for snapping a little."

Levy hummed in agreement. "Yeah, it's kind of like when people ignore your research just because it doesn't line up with what they think. That hurts."

Natsu cracked his knuckles impatiently. "Blah, blah, family drama. Who cares? Just show us the monster already!"

"Honestly," Lucy sighed, pinching the bridge of her nose, "you're impossible…"

The fog rolled lazily across the surface of the lake as Shaw squinted at the screen in front of him. "Steady… steady…" he muttered, hands gripping the wheel tightly. The soft ping of the sonar echoed through the boat's cabin.

Up ahead, a string of buoys floated across the water, a line of bright tape stretching between them with big black letters stenciled on.

"'Do not enter'? What's going on?" Shaw demanded, narrowing his eyes as though the tape itself had insulted him.

Max leaned forward, brow furrowing. "Looks official. Maybe we should turn back."

"Nonsense! This is my lake and I'll go wherever I—"

He didn't get to finish before a loud hail rang out.

"Fishing boat! Stop where you are!"

Everyone turned as the fog parted to reveal a massive vessel, much larger than Shaw's boat, bristling with equipment. Painted on its side were the words: Friends of Fish.

A man with a trim beard and sharp eyes stepped to the rail, megaphone in hand. "I am Jonah Melville, the founder of Friends of Fish. We've closed this section of the lake for an environmental study. You'll have to turn your boat around." His voice carried the smooth, practiced friendliness of someone used to public speeches.

Gajeel snorted so hard it came out like a bark of laughter. "Friends of Fish? What kind of weak name is that?"

"Yeah, do they sit around singing songs with guppies or something?" Natsu laughed, shoulders shaking.

"Names aside, this man's authority here sounds legitimate." Erza asserted.

Meanwhile, Ben rubbed the back of his neck. "Yeah, so… environmental groups like this exist in my world. They're organizations dedicated to protecting nature, wildlife, habitats—you name it."

Levy tilted her head curiously. "So… kind of like guilds, but instead of jobs, they focus on protecting the land?"

"Exactly," Ben confirmed. "Problem is, in my world, pollution, overfishing, and hunting animals to extinction… those are all real issues." His face grew serious for a moment. "Legitimate environmental groups try to step in to stop that before it gets worse."

That sobered many wizards a little.

"Pollution?" Juvia asked softly. "Like… people harming the water on purpose?"

"Not always on purpose," Ben admitted. "But yeah, sometimes people do it without caring what it does to the environment."

"Unbelievable," Erza muttered, her arms tightening across her chest.

"Yeesh," Cana whistled low. "Guess even a weird name doesn't make their work any less important."

"Still sounds dumb," Gajeel muttered under his breath.

Lucy rolled her eyes. "Better dumb than destructive."

"'Suppose you make me, fish-hugger?" Shaw barked across the water, his voice dripping with contempt.

Max stepped forward, hands on his hips. "Well, since I chartered the boat for the day, I believe I'm the one in charge. Isn't that right, Captain?"

Shaw growled under his breath, teeth grinding, but finally trudged back up the deck with a sour expression.

"But—what about the Krakken?" Ben asked.

At this, Jonah chuckled lightly, the sound carrying smugly over the lake. "The Krakken? Not that old fish story? Look, I'm a marine biologist. Anyone who tells you they've seen a monster in this lake is casting without a hook."

"Casting without a hook?" Natsu repeated, scowling. "The hell does that mean?"

Lucy sighed, resting her cheek on her palm. "It means they're making it up, Natsu. Like fishing without bait—you're not gonna catch anything."

Natsu blinked, utterly baffled. "Then why didn't he just say that?"

"He did," everyone groaned in unison, voices overlapping in exasperation.

The scene shifted to show Shaw's boat following behind the "Friends of Fish" vessel, the smaller craft rocking in the larger ship's wake. For a while, the only sounds were the engine and the gentle slap of water. Then—

PING!

Shaw's sonar screen lit up with a bright return. His eyes widened, wild excitement flashing across his face. "The sonar! We've found something!" he shouted, gripping the wheel tightly.

Ben pressed up against the railing, pointing. "Or something's found us! Look!"

A massive shark-like fin broke the water's surface, slicing through the waves with terrifying speed.

Several gasps rippled through the guild hall.

Happy gulped nervously. "That's no ordinary fish…"

The fin glided closer, circling once before dipping beneath Shaw's boat. The entire craft lurched violently as the shadow passed beneath it.

Shaw stumbled but recovered, his voice half-panicked, half-thrilled. "The Krakken!" he declared, eyes shining with near-mad glee. "It's heading for the docks!"

The camera cut to Ben and Max, both paling as realization hit them. "Gwen!" they cried out in unison.

The guild burst into chatter.

"It's going straight for the people?!" Levy asked, clutching her notebook.

"Yeah," Gajeel muttered, arms crossed. "Question is—hunting, or just smashing anything in its way?"

Natsu grinned despite the tension. "Doesn't matter—either way, Ben's gonna have to kick its scaly butt!"

Erza narrowed her eyes. "Don't underestimate it. If it can rock a vessel that size just by passing underneath, then its strength must be formidable."

"Gwen's in danger too," Wendy said softly, hands clasped in front of her chest. "Ben… please be careful."

Meanwhile, back on shore, Gwen sat at the edge of the dock, her legs dangling. She leaned back on her hands with a satisfied sigh. "Ah. Finally, a little sun. And with my big-mouth cousin nowhere in sight, I can just lay back and relax."

She tilted her head up, eyes closed, entirely oblivious to the massive shadow moving beneath the surface of the lake—bearing down on her at alarming speed.

"Is she seriously not seeing that thing coming?!" Gray exclaimed.

"She's too busy enjoying herself to notice," Cana shrugged, sipping her drink. "Honestly? Can't blame her."

"Except there's a sea monster about to eat her!" Carla scolded, tail bristling.

Ben gave a rueful half-smile. "Yeah… When Gwen wants to tune out, she really tunes out…"

On the lake, Captain Shaw spotted the danger closing in and immediately began ringing the ship's bell with frantic energy. "Out of the way! Everybody out of the way!" he roared.

But the pier-goers only rolled their eyes and shook their heads.

"Eh, how many times does that doofus think I'm gonna fall for this?" Gwen muttered under her breath, groaning at the sound of the clanging. She turned her head away with a scoff.

Lucy slapped her forehead. "This is why people do fall victim to danger—because they get too used to false alarms!"

Then—

WHOOSH!

The lake erupted. The Krakken's massive, slimy body surged up out of the water, towering over the pier. Its tentacles whipped about, and with a thunderous crash, it slammed down onto the docks. The entire structure splintered, sending shrieking people tumbling into the lake.

The Fairy Tail guild gasped as one.

"Oh Mavis…" Erza whispered, eyes wide at the sheer size of it.

"That's no fish," Lucy muttered. "That's a nightmare."

Gwen resurfaced, coughing and sputtering, her hair plastered to her face. She finally caught sight of the monster looming over her. Her eyes widened, and she gasped. "That's not Ben…" she said, her voice trembling.

The Krakken bellowed, its single massive eye glinting as it turned toward the scattering humans.

"NOW would be a good time to go hero!" Natsu shouted at the screen, pumping his fist.

"Agreed!" Elfman bellowed. "Ben—make it manly!"

Ben exhaled with a tense smile. "Don't worry. I was already on it."

Captain Shaw slammed the ship's wheel, eyes wild. "I told ya! It's real! The Krakken lives!" he shouted triumphantly, practically glowing with vindication.

Max yanked his arm. "Sail now, gloat later!" he barked, his voice sharp with urgency. He turned to his grandson, steadying Ben with a hand on his shoulder. "Someone's got to rescue those people."

Ben nodded and sprinted across the deck, launching himself off the side of the boat. Midair, he twisted the dial on the Omnitrix, pausing on the silhouette of a finned, aquatic figure. "Ripjaws to the rescue!" he declared, slamming down the faceplate.

The instant he hit the water, a flash of green surged out, rippling across the waves. His human form vanished beneath the surface.

"Ripjaws?" Gray tilted his head. "What the hell's a Ripjaws?"

"One of my aquatic forms." Ben explained. "Basically a freaky fish-man."

Juvia looked at Ben. "Water Hazard is not your only water-based form?"

The teen hero shook his head. "Nope. Ripjaws was my first aquatic alien actually."

Happy licked his lips with a mischievous grin. "Fish-man? He sounds yummy!"

"My forms aren't food, Happy." Ben asserted.

The surface of the lake rippled and when the figure burst free of the water, it wasn't some sleek fish-man with gills and scales. Instead, it was the familiar form of XLR8.

"Hey! I said Ripjaws, not XLR8! Stupid watch!" the Kineceleran snapped, his voice high with irritation.

The Fairy Tail guild collectively blinked.

"Wait… what?" Cana tilted her head. "Didn't he pick the fish guy?"

"Oi, is your watch busted or something?" Natsu asked Ben, pointing accusingly.

Ben sighed, rubbing the back of his neck. "Yeah, about that. The old Omnitrix… well, sometimes it gave me the wrong form. Part of it was me slamming the dial too hard, but sometimes it was the Omnitrix's AI deciding I actually needed a different alien than the one I wanted."

"AI?" Levy asked, adjusting her glasses thoughtfully. "So the watch itself is… intelligent? That would explain why you got XLR8 instead. He's faster for evacuating people than Ripjaws would be for fighting the monster."

Ben nodded. "Exactly. At the time, I thought it was just glitching. But looking back, it actually saved my butt a lot."

"Still sounds busted to me," Gray muttered.

"Irrelevant," Erza countered. "Right now, XLR8's speed is perfect for saving lives."

Juvia pouted slightly. "Juvia is still upset she doesn't get to see Ripjaws…"

"Here goes nothing…" XLR8 muttered, crouching low before kicking off like a spring. His speed ripped across the lake's surface, a spray of water trailing in his wake. For a split second, he nearly lost his footing, claws skidding on the liquid surface—then he steadied, his stride elongating until he was sprinting smoothly across the waves.

"Holy—he's running on water!" Jet exclaimed, leaning so far forward in his seat that Droy had to tug him back.

Droy smirked. "Think you could do that, Jet?"

Jet rubbed the back of his neck. "…If I pushed myself to full speed, maybe. But…" He let out a begrudging sigh. "Yeah, XLR8 does it without breaking a sweat."

Levy smiled faintly. "Then think of it as something to aspire to. Even if you can't quite reach that level, you can still aim for it."

Back on the screen, the Kineceleran blurred across the water, zeroing in on the cluster of flailing figures. He reached Gwen first, who was moments from being snapped up by the Krakken's tendrils. In one smooth motion, he scooped her into his arms and zipped back toward shore, depositing her safely onto the bank.

The guild hall erupted into cheers.

"Yes! Nice save, Ben!" Natsu pumped his fist.

"That speed's insane," Gray admitted, eyes wide.

"Swift and decisive. Well done." Erza nodded firmly, clearly impressed.

"Tch," Gajeel leaned back. "Just makes that Fasttrack look even more worthless."

"You okay?" XLR8 asked, crouched over his cousin.

Gwen coughed up water, but managed to nod. "I think so. Thanks for the save."

XLR8 dashed back toward the water. In doing so, his sudden acceleration kicked up a muddy spray that splattered all over Gwen.

"Hey!" she yelped, glaring daggers at him. "You did that on purpose!"

Several in the guild burst out laughing, a wave of chuckles echoing across the hall.

"Totally deliberate," Cana smirked.

"He saved her, she should let him have his fun," Macao said with a shrug.

The raptor-like alien zipped back across the water, claws cutting across the surface as he scooped the last struggling civilians into his arms. One by one, XLR8 ferried them safely back to shore, setting them down beside Gwen.

"Everyone's safe now." Erza let out a relieved breath. "Good. That should be his priority."

"Yeah, but now he's stuck against that thing." Gray crossed his arms. "Even with his claws and speed, that alien doesn't look built for a slugfest."

"He's fast, but that's it," Gajeel agreed gruffly. "Not much use if the beast grabs him once."

Natsu, however, just grinned. "Doesn't matter. Fast or strong, he'll figure it out. I can tell."

Onscreen, Jonah Melville was barking orders frantically as his crew scrambled. "Get us out of here!"

Duane, his crewmate, hurried to the helm, spinning the wheel as the research vessel pushed off. But the Krakken's eyes fixed on the boat, its massive form looming before it reared up against the vessel. With a sickening lurch, the boat rocked violently from the impact.

"Whoa!" Jonah yelped, nearly tumbling across the deck. The monster dove beneath the water, then lunged forward for another strike—only to be intercepted.

XLR8 darted across the surface, circling so fast his speed created a swirling vortex on the lake. The spiraling waters spun upward into a miniature tornado, the roar of churning waves enough to force the Krakken back with a guttural roar.

"Whoa…" Wendy's eyes widened. "He made a tornado… just by running?"

"Damn!" Jet whistled. "That's beyond insane speed."

"Yeah, but…" Levy frowned softly. "Why is the Krakken so intent on attacking them? It doesn't look like it's hunting… and it's not exactly being territorial either."

"Who cares?!" Natsu barked. "It's a monster! Monsters attack. That's what they do."

Erza shook her head. "No, Natsu. Even beasts and monsters usually have reasons for what they do. Hunger. Protection. Instinct. This… this feels different."

Carla crossed her arms, her sharp eyes narrowing. "Which means something else may be driving it."

The speedster then blurred into motion, leaping onto the boat's deck just as the Krakken surged forward again. Its massive tendrils rose out of the water and lashed down, coiling tightly around one of the ship's larger crates at the bow.

"No you don't!" Jonah barked, his voice cracking as he lunged forward. To the utter disbelief of the guild audience, the so-called marine biologist literally threw himself onto the crate, wrapping his arms around it as though he'd die before letting go. His knuckles whitened from his grip.

"What the—?!" Gray shot upright. "Is that guy insane?!"

Lucy's eyes went wide. "He's risking his life… for a box?!"

Erza frowned deeply, brows knitted in suspicion.

But on-screen, XLR8 had the same suspicion gnawing at him. Narrowing his eyes, the Kineceleran blurred forward, grabbing hold of the Krakken's tendril with both clawed hands. His body vibrated with pent-up speed as he dug in, dragging backward with all his strength. For a brief second, the monstrous appendage was forced away from the crate, struggling against XLR8's inhuman velocity. Sparks of friction smoked the air as the speedster's feet tore against the wooden deckboards.

"Yeah! Elfman cheered, his fist pumping. "Now that's manly—rescuing both the fool AND the ship!"

In a burst of speed, XLR8 whipped around, skidding across the deck and unleashing a fierce flurry of kicks. His feet blurred into streaks of motion, hammering the Krakken's jaw in rapid succession. With a final CRACK of impact, the blow snapped the beast's head upward. The Krakken bellowed in pain, its guttural roar shaking the waters as it finally loosened its grip and slid back beneath the waves.

"YEAH!" Natsu roared in triumph, fire practically spilling from his grin. "THAT'S how you do it!"

"A clever tactic," Erza admitted, crossing her arms with a small, satisfied nod. "Redirecting its momentum and striking with speed rather than raw force."

"Yup!" Jet added, half-resentful, half-admiring. "I could maybe pull that off—but not with that much power behind it…"

Onscreen, Jonah scrambled upright, still planted stubbornly in front of the crate as though guarding a treasure chest. He dusted off his coat and managed a shaky grin. "Thanks for the hand—and the feet!" he said in forced cheer, clearly trying to cover his earlier panic.

But XLR8's narrow eyes told a different story. The Kineceleran peeled back the lower half of his mask, glaring directly at the man. His tone dropped, serious. "What's so important in that crate that you'd risk your life for it?" he demanded.

Many in the guild leaned forward, equally curious and suspicious of Jonah's actions.

The pause that followed onscreen only deepened the guild's suspicions. Jonah froze for a heartbeat, clearly scrambling for an excuse. "Um…" he stammered. "Our lunch!" he finally answered.

The entire guild hall went silent.

"WHAT!?" Many shouted incredulously.

"You almost got munched for a few sandwiches?!" XLR8 asked incredulously, his tone equal parts disbelief and disgust.

Even Natsu and Happy had no defense. Natsu's jaw dropped. "What an idiot!"

Happy flapped his wings furiously. "Aye, he's lying! No one—no one—would risk their life for tuna sandwiches! Even if they are great!"

Levy frowned, eyes sharp with thought. "He's hiding something, and he doesn't want Ben to know it."

Makarov's tone was heavy. "Indeed. No one guards his lunch with such devotion, even if it is the most delicious one in the world."

Lucy folded her arms and sighed, unimpressed. "Figures. First he mocks the Krakken, then he clings to a crate like it's his lifeline. Something about this guy screams 'untrustworthy.'"

However, before the interrogation could continue, the Krakken jumped out the water and grabbed the crate, bringing it back into the water before it could be stopped.

Then , another danger loomed. The Omnitrix on XLR8's chest began flashing a warning red, its steady ticking filling the air.

"Uh oh…" the Kineceleran muttered. "Sorry, gotta run!" And with that, he blurred into a sprint, water splashing behind him as he zipped toward Shaw's boat.

"Almost there…" XLR8 panted, the red glow intensifying. "I think I'm gonna—"

FLASH

The alien vanished mid-stride, replaced by the much smaller body of Ben Tennyson. "Aah!" the boy cried, his momentum still carrying him forward. The guild winced in unison as he bounced and skidded across the surface of the lake like a flat stone, finally smacking down with a splash right behind Shaw's ship.

"Make it…" Ben groaned weakly, coughing up lake water.

"Yikes…" Jet rubbed his neck, paling a little. "Yeah, I'll hold off on trying the water-run. Ground's more my speed."

Natsu roared with laughter. "Hah! Skipping across the lake like a pebble!"

"Not funny," Lucy scolded, wincing at Ben's ragdoll-like tumble. "That looked painful."

"It was…" Ben confirmed.

Back on-screen, Max immediately spotted his grandson floundering in the waves. His face hardened, voice booming with urgency. "Man overboard! Shaw, Ben is overboard! Bring the boat around!"

At the helm, Shaw had been bracing himself, harpoon in hand, sights locked on the Krakken's wake. His finger twitched toward the trigger—until Max's cry cut through his tunnel vision.

He blinked, then snarled under his breath. "Next time you're in my sights, you won't be so lucky…" Shaw promised darkly, lowering the weapon before yanking the wheel to bring the boat around.

"Of course he hesitated to help," Carla sniffed, folding her arms. "His pride nearly outweighed the boy's life."

Natsu groaned, slamming his fist against the armrest of his chair. "What?! He's just gonna let the monster get away like that?!"

Gray shot him a sharp glare. "Are you kidding? Ben's in the water, Natsu. The monster can wait. Saving the kid comes first."

"Gray's right," Makarov agreed gravely. "A true hunter knows when to chase and when to protect his own."


Later that night, the lakeside was alive with the clamor of people packing up. Campers stuffed belongings into their cars, fishermen hauled boats back onto trailers, and families hurriedly ushered children into vans. The once lively dock was nearly abandoned—no one wanted to stay where a monster prowled beneath the waters.

The camera panned to the crackle of a campfire. Ben sat with a towel wrapped around him, hair still damp, his cheeks puffed in frustration. Gwen sipped from a thermos while Max tended the fire.

"See, I told you so. That was the same thing that tried to munch me last night. Captain Shaw and I were right."

"Course we gotta have the whole 'I told you so' thing," Wakaba puffed his pipe, exasperated.

"To be fair, it is warranted." Macao said.

Max's eyes narrowed as he poked the flames with a stick. "Just because he was right about the Krakken doesn't mean I was wrong about him. I want you to stay away from that guy. He's trouble."

Ben threw up his hands. "You're just being stubborn."

"Yeah, don't you hate people like that?" Gwen smugly teased.

A ripple of laughter spread through the guild hall, though Makarov shook his head, raising a finger. "While Gwen has a point, both sides are being stubborn here. Neither of them are seeing the bigger picture. Sometimes you must pause, breathe, and view things from above before digging your heels in."

Erza folded her arms, nodding. "Agreed. Their bickering blinds them to the larger threat. The Krakken is dangerous, and arguing over who's more trustworthy wastes time."

Back on-screen, Max leaned closer to Ben. "We'll leave this to the experts, Ben, like those 'Friends of Fish' guys."

The audience stirred uneasily at that, a few skeptical faces turning toward the projection.

"Experts, huh?" Gray muttered. "Pretty sure 'Mr. Sandwich Crate' didn't act like an expert back there."

Lucy sighed, tapping her chin. "Exactly. Jonah risked his life for whatever was in that crate. That wasn't about research or conservation."

Erza's eyes sharpened. "Whatever was inside must be valuable—far too valuable for him to take such a risk. No one would cling to it so desperately otherwise."

Natsu clenched a fist, already grinning. "So we just bust open the crate and find out what he's hiding!"

"Too bad we can't exactly jump into the episode…" Cana drawled, swirling her drink.

Happy floated up, wagging his tail. "I bet it's fish!"

Onscreen, Ben jabbed his thumb proudly at the glowing Omnitrix on his wrist. "Experts? Who better to snag a lake monster than the guy with the monster-buster on his wrist?"

Max leaned back, his expression firm but tired. "I'm afraid this is just gonna have to be the one that got away, son."

A murmur rippled through the guild hall.

"Seriously?" Natsu complained, throwing his arms in the air. "That's a perfect fight for him! Big scary monster? That's exactly up Ben's alley—even if he's only ten!"

Gray folded his arms, glancing at the screen. "I don't get it either. If anyone should be handling it, it's him."

Juvia frowned slightly, feeling conflicted over supporting Ben yet being concerned about his safety. "While Juvia does not like seeing Ben in danger, she must admit he is very qualified to handle situations like this."

Lucy, however, placed a finger on her chin thoughtfully. "But… he is still a kid. Maybe Max doesn't want him diving into danger unless absolutely necessary."

Ben sighed with a small, nostalgic smile. "Lucy's spot on. Grandpa Max probably figured those 'Friends of Fish' were the better option—better equipped, more experienced, at least on the surface. And… I was his responsibility on that road trip. I don't think he wanted to risk me unless there was no other choice."

Erza nodded in agreement. "A wise caretaker."

"But if you don't let him fight," Elfman countered, slamming his fist into his palm, "how's a man supposed to grow stronger?!"

"Ben was ten at the time, Elfman," Mirajane countered. "Not exactly the right age to be hunting sea-monsters."

Elfman flinched at the jab but grumbled, "Still… I say let the boy fight. He's shown already he's got guts."

Ben chuckled from his seat, rubbing the back of his neck. "Trust me… I didn't exactly listen to Grandpa's 'stay out of danger' plan for long."

Onscreen, Shaw stomped into view, his face red with fury. "...low-down no good fish kissers!" the captain spat through gritted teeth.

"Captain Shaw, what is it?" Ben asked curiously, stepping closer.

"The nerve of those 'enviro-punks'!" Shaw ranted, waving a fist at the lake. "They shut down the entire lake! Nobody tells me where to sail and nobody's gonna keep me away from reeling in the catch of the century. Nobody."

With that, Shaw stomped back toward his vessel, muttering under his breath. Moments later, his boat was seen cutting through the mist across the lake.

The guild stirred with skepticism.

Levy tilted her head. "Do those 'Friends of Fish' people even have the authority to close an entire lake?"

Wakaba exhaled a puff of smoke. "Sounds fishy to me. No pun intended."

"Maybe they're bluffing," Cana said, raising her mug. "Claim authority, keep everyone else out, and do whatever they want behind closed doors."

Meanwhile, the scene shifted back to the Rust Bucket parked by the pier. Gwen's voice rang out as she knocked impatiently on the bathroom door. "Come on, Ben! What did you do—fall in?"

The door creaked open, revealing Max standing there. He raised a brow, but behind him, the small bathroom was empty.

"Ben?" Gwen blinked.

Natsu leaned forward in his seat, eyes widening. "Wait—don't tell me the kid actually fell in the toilet?"

Gray snorted loudly. "Idiot. He obviously snuck off."

"What'd you say?!" Natsu growled, his fist sparking with flames.

Gray stood, frost creeping over his arms. "You heard me. You're as idiotic as that Friends of Fish guy!"

"Say that again, stripper!"

The two butted heads, shouting insults, while Lucy pinched the bridge of her nose. "Oh, for crying out loud… you two fight like younger Ben and Gwen."

Happy floated by with a smug grin. "Aye! At least Gwen isn't yelling about clothes all the time."

"Both of you, sit down!" Erza growled, a menacing aura radiating off of her.

"Yes, ma'am!" Both resumed their seats, acting respectful.

This earned some laughs.


Shaw kept one hand steady on the tiller as his boat creaked through the foggy water. A faint clatter of shifting metal rose from beneath a tarp behind him. He snapped his head around, scowling. "Hey! No stowaways on my boat, even if you are only a filthy rat!"

Grabbing an oar, he yanked the tarp back—only to reveal Ben crouched beneath it.

"Um… First Mate Tennyson reporting for duty… sir?" Ben said, smiling nervously, giving a weak little salute.

The guild broke into laughter.

Gray snorted. "Figures. Kid couldn't just sit still."

Levy tilted her head. "But why hide? Why not just ask?"

Ben rubbed the back of his neck. "Because I knew Shaw would've left me on the dock. Hiding was the only way to guarantee I'd get brought along once we were out too far to turn back."

"Reckless," Carla huffed, arms folded. "But… effective."

Shaw glared at the boy for a long, tense moment. Finally, his shoulders eased, and he turned back toward the helm without another word.

The screen shifted to show the boat further out into the misty lake. Shaw stood proudly at the edge, now wearing a snug green wetsuit, his grizzled jaw set with determination. "She's probably been chased deep by our 'fishy friends'," he said darkly. "Only one way to flush her out… with a little live bait."

A low murmur swept the guild hall.

"Live bait?" Wendy asked, horrified.

"I'm almost too nervous to ask," Lucy said, biting her lip.

Ben stepped forward hesitantly. "Maybe I should go with you? Y'know, just in case."

"No need. I've got my dive buddy right here." Shaw smirked grimly, hefting a harpoon gun. He cocked it once, testing the weight, then seated himself on the boat's edge. "Wish me luck," he said, before leaning back and vanishing into the water with a splash.

Many in the guild groaned.

"That tiny stick won't do nothin' against that monster!" Elfman barked. "It's not manly recklessness—it's just stupidity!"

"Perhaps Max was correct in questioning this man's sanity," Erza agreed with a stern frown. "He has more stubbornness than sense."

"Or a death wish," Cana added.

Onscreen, Ben turned, his gaze falling on a red dive-suit draped over the side railing. His lips curved into a mischievous grin.

"Oh boy…" Lucy muttered. "I know that look."

Levy smiled despite herself. "He's going after him."

Natsu smirked. "Now this oughta be good."

Shaw's form cut through the murky water, bubbles streaming behind his green wetsuit. He jerked suddenly when a length of drifting seaweed brushed his arm, clutching his harpoon tightly before exhaling in visible relief. With cautious strokes, he pressed deeper into the lake's shadowy depths.

At last, the camera panned wide—revealing a cavernous hollow nestled into the lakebed. In its center lay something glowing faintly in the gloom: a massive yellow sphere streaked with red veins.

It wasn't a rock. It wasn't debris.

It was an egg.

The guild hall erupted.

"A-An egg?!" Lucy gasped, hands flying to her mouth.

Levy leaned forward in astonishment. "That explains everything!"

Wendy's eyes lit up with sudden clarity. "Of course! The Krakken's only protecting its child!" She clasped her hands tightly against her chest, visibly relieved.

The mood in the room shifted from hostility to sympathy in an instant.

"So the monster ain't a monster after all," Elfman muttered. "It's just a parent doing what any real man—or beast—would: protecting family." He teared up a bit. "So manly…"

Juvia's eyes softened. "It is only natural… she only wished to keep her baby safe."

Even Cana let out a low whistle. "Well… I'll drink to this twist."

Erza's expression hardened, but with respect rather than anger. "Then the true villains here are not the creature, but those who disturbed its home."

From his seat, Ben nodded firmly. "Exactly. The Krakken wasn't the enemy—it never was."

The realization settled over the guild like a heavy weight.

Meanwhile, Ben's small silhouette was swimming nearby. He then began to approach the Captain, who noticed him and was startled once again, turning and firing at the boy.

"Idiot!" Bisca barked, springing halfway out of her chair. "You don't fire before identifying your target!"

Alzack shook his head with disgust. "Zero trigger discipline. He could've killed the boy!"

The tense moment broke as the harpoon narrowly missed, Ben twisting aside just in time.

Relief washed over the guild.

"Phew…" Wendy exhaled, hand pressed to her heart. "That was too close…"

"Lucky brat," Gajeel muttered, though his shoulders eased.

Captain Shaw realized what he'd nearly done, relief etched across his face. He gestured for Ben to approach, silently pointing toward the glowing object he'd discovered. Ben swam closer, settling down beside him—his eyes widening in shock as he beheld the massive egg.

"See? He understands now," Levy whispered, almost reverently. "That's not a monster. That's a mother."

As Shaw began swimming upward, Ben lingered a moment longer, staring in awe at the strange, living relic nestled in the depths.

The scene cut to the surface. Shaw broke through the waterline, gasping for air as he pulled himself up onto his small boat. But before he could so much as shake the water from his face, the deep growl of an engine echoed across the lake. A sleek, black speedboat pulled alongside his, its hull bristling with mounted weaponry.

The guild stirred uneasily.

"Who the hell are those guys?" Macao frowned.

"Nothing good," Erza said sharply, her eyes narrowing at the ominous sight.

"That's serious hardware." Alzack's voice was low. "That's no ordinary fishing crew."

Shaw barely set foot on the deck before a masked figure seized him by the collar.

"Don't you know night diving is dangerous, old timer?" the stranger sneered, his voice cold and metallic through the mask. He pulled Shaw closer, his grip like iron. "Unless, of course… you went with a friend."

The guild tensed, believing he'd rat Ben out.

"I work alone. I ain't got no friends," Shaw said flatly.

"Credit where it's due," Macao muttered. "At least he didn't sell Ben out."

"Yeah," Cana nodded with a small smirk. "Guess the grumpy old salt's got a backbone after all."

The masked figure gave a dry chuckle. "...And with a sparkling personality like yours?" he taunted. His grip tightened before shoving Shaw back toward the deck.

Ben's head bobbed just above the waterline nearby, eyes widening as he watched in tense silence.

"I haven't anything worth stealing either," Shaw grumbled, trying to push himself upright.

"Ah, but you've got us all wrong." The masked figure crouched down, tilting his head mockingly. "All we want is information. Like… what did you see down there?" His tone was smooth, but there was an edge of menace in every word.

"Nothin'," Shaw spat. "Same as always."

For a moment, silence hung heavy. Then—

CRACK!

The masked man's fist slammed across Shaw's jaw, sending the captain sprawling unconscious onto the deck.

"Cowards!" Elfman roared, slamming a fist against the table. "Attacking an old man like that is NOT manly!"

"Why would he knock him out?" Happy asked. "Didn't he want information?"

"Bastard must be trying to kidnap him to interrogate him…or worse." Gray speculated, his tone serious.

"Well... I have to be sure." The masked man reached up and pulled of his mask, revealing the smug face of Jonah Melville.

The guild erupted in shock.

"WHAT?!" Natsu jumped to his feet, fists flaring. "The fish-hugger guy?!"

"No way…" Levy gasped, her hand flying to her mouth. "All this time—!"

Cana clicked her tongue. "Knew there was something off about him."

Erza's eyes narrowed dangerously, her tone cutting through the noise. "It all makes sense now. When Ben saved the dock-goers as XLR8, the Krakken gave up once they were safe. It didn't pursue the people—even though it clearly could've. But it did attack the Friends of Fish boat. Not once, but multiple times. And every attempt was focused on that crate Jonah was protecting."

Lucy's eyes widened as she put the pieces together. "And they closed off the beach for their so-called 'environmental study'—not to protect the Krakken, but to keep people away while they searched for the eggs."

Gray clenched his fists, his voice dark. "If that idiot was willing to risk his life for them, then those eggs must be worth a fortune. That's why he was desperate."

Wendy growled softly, her usually gentle tone filled with anger. "How dare they try to steal a mother's eggs…!"

Makarov narrowed his eyes. "Aye, it all fits. The Krakken wasn't the aggressor—it was defending what was rightfully its own."

Young Ben's eyes went wide as Jonah barked orders. He looked down desperately at the Omnitrix to see the faceplate was still red.

"Come on, work!" Ben whispered, panic in his voice. His thumb trembled over the core, but still the device pulsed red, locked in recharge.

Levy frowned, tilting her head. "Wait… why was it still recharging?" He turned to Ben. "You hadn't used an alien since XLR8."

Ben rubbed the back of his neck sheepishly. "...I actually used Grey Matter offscreen. Needed him to sneak out of the Rust Bucket and hide on Shaw's boat. That's why you didn't see it—it timed me out here."

"Figures." Gajeel snorted. "Always the squirt that has to crawl where no one else can."

Back on screen, Jonah sneered down at the unconscious Shaw. "Take Ahab here with us. Find out if he knows anything back at the Cannery." He tossed a small blinking tracker into the dark water, watching it sink. "We'll come back later with a mini-sub to snatch the rest of the eggs."

Everyone perked up.

"The rest?!" Cana repeated.

"They've already stolen some…" Levy whispered, horrified.

Wendy's fists clenched, her voice trembling with outrage. "So that's why the Krakken is attacking… It's searching for her missing eggs!"

Erza's eyes flashed dangerously. "These so-called 'Friends of Fish' are the true villains. Stealing from nature and painting themselves as protectors…"

Happy growled, his wings flaring. "They deserve to be fish food!"

Lucy shivered. "All this time, Gwen and Max thought Ben was exaggerating… but he was the only one who saw the truth."

Jonah sneered as his men hauled Shaw onto their speedboat. "In the meantime…" He primed a small explosive, its red light blinking in the gloom. "I think his boat just got lost at sea." With a casual flick, he tossed it onto Shaw's vessel.

The detonation erupted, splintering wood and fire into the night sky. Shaw's boat bucked, then split apart with a thunderous crack, sinking beneath the waves.

"I don't get it," Natsu scratched his head. "Why blow up his boat?"

Erza's eyes narrowed. "He's erasing the evidence."

Debris rained down across the water. Young Ben swam frantically, barely dodging a jagged plank before surfacing a safe distance from the wreckage. His eyes glared at the retreating speedboat.

The boy looked down at the Omnitrix as it flickered green again. A silhouette of Stinkfly hovered in the dial's window. "It's hero time!" he shouted, slamming the core down.

Back on the sleek black speedboat, Jonah's men lounged tensely until Duane squinted at the horizon. "Is that a bird?" he asked, pointing.

"Nah, looks like a plane," another argued, shading his eyes.

But when the green-and-black blur closed in, Jonah snarled. "It's a bug!" he barked.

"Is that supposed to be a reference for something?" Happy scratched his head, curious.

"Eh? Why Stinkfly?" Gray frowned. "Wouldn't that fish guy—Ripjaws—make more sense in the water?"

Ben answered, "Actually, I figured having the advantage in the air was the best option. Would me better range and maneuverability."

Juvia sighed, still peeved that she was denied the chance to see Ripjaws. If they didn't' see his debut in this episode, maybe she could ask Ben to change into him during the intermission?

"Man the harpoons!" Jonah ordered.

The camera snapped to Stinkfly, wings buzzing furiously. "Give it up! You are totally busted!" the Lepidopterran demanded, voice echoing insectoid and sharp.

The crew raised their laser-rifles, firing wildly. Stinkfly zipped and spun between the beams, his wings flickering in the moonlight. Then his eyestalks pivoted forward—two jets of sticky, green slime blasted out, splattering across weapons and torsos alike, pinning the startled crew against their own railings.

Many of the female wizards recoiled.

"Eugh!" Lucy gagged, covering her mouth. "I'll never get used to seeing that."

Levy grimaced. "That consistency—it looks like melted algae!"

"Gross or not," Gray admitted, "it worked. They're not going anywhere."

Juvia, determined, raised her hand. "If it helps Ben defeat villains, Juvia will endure the slime."

Cana smirked into her drink. "Now that's love talking."

Onscreen, Jonah snarled and rolled barrels out from the boat's hold. "Let's see how you like this!" He fired on one, detonating it midair. Explosions flared, trees shuddered and toppled, and one massive trunk collapsed directly across Stinkfly's flight path.

"Ahh!" The Lepidopterran screeched, wings clipped as he careened into the lake with a heavy splash.

Many in the guild tensed.

A moment later, Stinkfly's head broke the surface, water sluicing off his chitin. He flapped furiously, but only sank again. "Aw, man! My wings are too wet for take-off…" he groaned, flailing.

"Just like dragonflies." Carla noted. "Their wings lose lift once soaked."

Happy tilted his head. "So he's basically just a big bug that can shoot slime now?"

"More like grounded prey," Carla replied coolly.

Now unable to take off, the Lepidopterran thrashed in the dark water, his wings slapping uselessly. Jonah snarled from the prow of the speedboat, gripping the wheel himself. "Let's squish that bug, once and for all!" he declared, voice dripping with malice.

The floodlights swung and pinned Stinkfly in their blinding glare. He froze for a moment like an insect trapped in a lantern glow, before slowly swimming backward as the boat revved and barreled toward him.

"Aw, come on, come on! Dry off!" Stinkfly muttered frantically, twisting his head around to flap his soaked wings harder. Spray flew from him, but it wasn't nearly enough. The prow of Jonah's ship cut through the water, bearing down with terrifying speed.

Wendy let out a squeak and buried her face against Present-Ben's right side. Juvia, wide-eyed, grabbed his other arm and squeezed tight. "Ben can't be squished!" she fretted, her voice trembling.

"Easy, easy…" Ben murmured with an awkward smile, patting Wendy's head while Juvia clung on. "Trust me. I got out of this one."

Back onscreen, Jonah's crew wasn't satisfied with the looming collision. One thug manned a mounted turret, unleashing streaks of laser fire across the surface. Sparks erupted as beams grazed the water dangerously close to Stinkfly's body.

The alien whipped his eyestalks around, scanning for an escape route. Driftwood exploded into splinters beside him, forcing him to dive partially under. Then—his eyes locked on a tree branch jutting low over the water.

"Oh, here goes nothing…" he muttered, launching a jet of sticky slime. It slapped onto the branch with a revolting splat. Then, with a mighty tug, he slurped the goo back into his mouth, reeling himself in like a grotesque grappling hook.

The guild erupted in a mixture of groans and disbelief.

"BLEH, nasty!" Cana gagged, fanning herself with her hand.

Erza, despite wrinkling her nose, admitted, "That was actually clever. Resourceful use of his abilities."

"Clever doesn't make it less disgusting," Lucy muttered, hand to her temple.

Stinkfly's body zipped clear of the water just as Jonah's boat smashed through the driftwood he'd abandoned, splintering it into bits. Stinkfly swung in a wide arc, narrowly escaping both the prow and the laser fire before letting go and landing on a tree trunk.

"YEAH!" Natsu whooped, slamming a fist into his palm. "That's what I'm talkin' about!"

Gray crossed his arms, smirking. "Gross, but effective."

Ben gave a sheepish grin. "See? Not all of Stinkfly's tricks are nasty. …Okay, most are."

Jonah circled his speedboat, the spotlight sweeping across the black waters. Stinkfly clung to the tree branch just outside the light's range, his wings twitching, trying not to move or draw attention.

But Jonah's hunt was interrupted when a dorsal fin cut across the surface. His lip curled. "It's getting too crowded around here," he spat, swinging the spotlight on an unconscious Shaw. "Dump the trash." He ordered.

Without hesitation, two of his men dragged Shaw's body and unceremoniously hurled him overboard. The speedboat then roared off into the night, leaving the unconscious man to sink beneath the waves.

"Those cowards!" Erza slammed a hand against the bench table. "Disposing of him like garbage!?"

Wendy trembled, tears beading at the corner of her eyes. "He'll drown if no one saves him…"
Even Gajeel frowned, crossing his arms. "Guy might be crazy, but he doesn't deserve to go out like that."

Onscreen, Stinkfly buzzed out from behind the branch, wings carrying him low over the water. He swooped down and, with his claws, snagged Shaw before his body slipped under the surface. The unconscious man dangled from the alien's grip as Stinkfly beat his wings furiously to keep them aloft.

A wave of relieved sighs swept the audience.

"Thank goodness…" Wendy whispered, finally unclenching her hands.

Stinkfly buzzed low over the dark water, Shaw limp in his grasp, the glow of the Rust Bucket's finally coming into view on the shore. "Almost there!" he called, wings beating furiously.

But then—beep, beep, beep! The Omnitrix symbol on his faceplate flashed red.
"Aw, not again…" Stinkfly groaned, voice dripping with frustration.

Many of the wizards groaned in unison.

"I'm starting to hate that sound," Gray muttered, rubbing his temples.

"Join the club," Ben sighed, shaking his head. "Trust me, no one dreads it more than I did back then."

Up on the shore, Gwen had binoculars glued to her eyes, scanning the lake.

"Any sign of Ben and Shaw?" Max asked tensely.

"Not yet…" Gwen started—only for her ears to twitch at a familiar flash.

Both looked up, eyes widening just in time to see Stinkfly abruptly shrink and contort in midair, reverting back to Ben. His scream tore through the night as he and the unconscious Shaw plummeted toward the Rust Bucket.

Thump!

The pair landed in the RV's canvas sun-shade, bouncing awkwardly before tumbling into a heap—but alive.

"Aw, I hate it when that happens…" Ben groaned, clutching his head.

The guild exhaled, some clutching at their chests.

"What a relief," Wendy sighed, "I was so scared they'd hit the ground instead…"

Carla flicked her tail with a huff. "Cutting it far too close, if you ask me." She mildly glared at Ben sitting across from her.

"Hey, any landing you can walk away from is a good one," Ben shrugged, half-grinning.


Inside the Rust Bucket, Ben was telling everything that happened as Gwen tapped keys on her laptop.

"…And the Krakken's nest was full of eggs! No wonder she's been attacking everything—Jonah must be stealing her eggs!" Ben finished breathlessly, fists clenched in outrage.

"Greedy swine," Gray spat. "Always comes back to people wanting more than they need."

Makarov nodded gravely. "A sad truth. There will always be those who exploit the innocent for their own gain."

Gwen's fingers clicked rapidly against her keyboard. "And I think I know who Jonah really is." She turned her laptop toward Max and Ben, eyes narrowing. "I did a little checking on this 'Friends of Fish.' It's not listed on any environmental registry. Not a single official site." She clicked another tab and a mugshot popped up. "But I did find this."

Gwen revealed a long rap sheet.

"Jonah Melville isn't a friend to any kind of wildlife. He travels the world poaching rare animals, then crates them up and sells them to private collectors."

The reaction was immediate.

"Wait—someone buys monster eggs?!" Natsu gawked, his face lighting up with curiosity. "What kinda rich guy would even want that? Do they… taste good?"

Happy tilted his head. "Kinda wanna try one…"

"Natsu!" Lucy whirled on him with a furious sweatdrop. "They're not food! People like Jonah sell rare creatures to tycoons who want to show off to their rich friends. Believe me, I've seen it. My father—" Her tone dipped bitterly. "—was obsessed with parading his wealth around like it proved something."

Erza folded her arms tightly, glaring at Jonah's photo. "So it isn't about conservation or science at all. It's vanity."

"'Crates them up'?" Young Ben echoed, his brows furrowing before his eyes widened in sudden realization. He slapped a palm against his forehead. "Oh man! I bet that crate the Krakken snatched off their boat had her eggs in it!"

"…Looks like we were both a little too hard-headed." Max's expression softened as he admitted it, glancing at his grandson.

"Finally," Cana smirked, "the old man and the kid actually see eye to eye."

Makarov chuckled. "A lesson well learned for both—wisdom shared and humility gained."

Ben pumped his fists, determination shining in his eyes. "We've got to stop them! They said something about going back to a cannery."

But before Max could reply, Shaw—still bristling with that same stubborn bravado—cut in sharply. "All this talk doesn't change a thing. Mommy or not, that beast is mine."

The guild's mood soured instantly.

"Idiot," Gajeel growled, teeth bared.

Wendy's face darkened, her small fists clenching. "She's just a mother protecting her babies! How can he still think of killing her?"

Lucy shook her head in disgust. "Some people never learn…"

"Let's go!" Shaw barked, heading for the door with that same grim determination. "I've a spare boat down at the docks."

The three Tennysons exchanged silent glances at each other before running to follow the captain.

Cana leaned on her elbow, smirking knowingly. "They're gonna ditch him, aren't they?"

A perfectly in-sync "Yes," rang through the hall from nearly everyone.


A short while later, the Tennysons were back at the docks. Gwen slipped her phone into her pocket with a sigh. "It'll take a while before the police can get here," she reported.

Shaw moved briskly toward his boat, hands tugging at the ropes. But before he could climb aboard, the engine roared and the vessel began drifting away from the pier. "Hey! What're you doing?! Get back here!" he barked furiously, stomping down the dock.

The guild burst into knowing laughter.

"Called it," Cana smirked, lifting her mug.

"Not manly to steal another man's boat," Elfman frowned.

"Yeah, but in this case?" Gray cut in, shrugging. "He'd just get in the way."

Even Erza conceded with a firm nod. "Sometimes leaving someone behind is the only way to protect them—and others."

Ben leaned over the side, waving half-heartedly. "Sorry, Captain!" he called back.

"You don't know what you're doing!" Shaw shouted, his voice growing hoarse with fury. "A monster's a monster, and I know a monster when I see one!"

Wendy's lips pressed into a thin line. "You're the one acting like a monster," she muttered, her fists trembling against the hem of her dress.

The boat sped off into the mist, leaving Shaw's silhouette shrinking behind them. The old sailor stood stiff on the pier, his fist shaking at the retreating vessel. But as the sound of the engine faded, he turned slowly, his eyes falling on a battered rowboat tied loosely at the side of the dock. His lamp swung up, illuminating its peeling paint and wobbly oars.

Levy sighed, exasperated. "He's really not giving up, is he?"

"Stubborn old goat," Gajeel snorted.

Lucy shook her head. "Unbelievable. Even after seeing the truth, he refuses to listen."

"Captain Shaw spent so many years obsessing over catching the Krakken," Ben said, folding his arms with a grim look. "Nothing was going to deter him. Nothing."

"Just like with Dr. Animo wanting that award…" Juvia murmured softly.

Her blue eyes lingered on Ben's face for a fleeting moment before she quickly looked away, worry clouding her features. A pang of doubt tugged at her—could her own fixation on winning Ben's heart someday become her undoing? She prayed not.

Ben caught the troubled shift in her expression. For a moment he hesitated, then—gathering a bit of courage—he reached over and gently took her hand.

Juvia blinked in surprise, then her lips curved into a tender, grateful smile. She gave his hand a light squeeze in return, the warmth between them silently saying more than words could.


The screen transitioned to a crane whining as it hauled up a bulky, submersible suit from the depths. Its thick metal claws clutched tightly around an enormous egg veined with red lines, water dripping down its shell. The crane arm swung carefully and set the suit down on the dock. Beneath the water, another clamp surfaced—this time dragging up Jonah Melville's submarine pod, also carrying a Krakken egg. The mechanical lift latched onto it and hoisted it onto the cannery dock.

The moment Jonah's pod touched down, he climbed out with a greedy grin, passing the egg to one of his crewmates. The man stumbled, nearly losing his grip on the smooth shell. "Careful!" Jonah snapped sharply. "Or you'll be cleaning up the world's most expensive omelette!"

Many gasps rose across the guild hall.

"They've already taken more of them?!" Erza growled, fists clenching.

"Oi, Tennysons better hurry it up," Natsu added, practically leaning forward in his seat. "Those jerks can't get away with this!"

The crewmate stuffed the egg into a cylindrical glass container, where another egg already rested, before sealing the lid. Jonah practically cradled the container, stroking the glass like treasure. "After we sell these babies to the highest bidder," he said with sick delight, "we'll be kicking back on a beach in the Bahamas."

"Bahamas? What's that?" Cana tilted her head. "Some kind of fancy resort."

Ben rubbed the back of his neck. "Pretty much. It's a chain of tropical islands in my world—sunny beaches, tourist spots, the works."

Alzack huffed. "The only place these criminals deserve to go is a prison cell."

"Amen to that," Wakaba muttered, puffing on his pipe.

"Aye!" Happy piped up. "Instead of a beach chair, they deserve iron bars!"

The camera followed the Tennysons creeping through the shadows under the pier until they reached a rusted ladder bolted to the cannery wall. "See if you can find the eggs," Ben whispered, gesturing upward.

Max nodded and began to climb, Gwen following close behind. "What about you?" she whispered back, glancing down.

"I'm gonna kick some Friends of Fish tail," Ben declared with fierce determination, slamming the Omnitrix core into place.

Several cheers and whistles erupted in the guild hall.

"Straightforward and manly!" Elfman bellowed. "I like it!"

"Yeah, that's my kind of plan!" Natsu agreed.

Happy pumped his little paws in the air. "Yes! Ripjaws time! Fish-man Ben, fish-man Ben!"

The guild's excitement hushed as the Omnitrix dial locked on a silhouette with a long fin and sharp teeth. With a hiss of green light, the device sank into Ben's wrist, his arm immediately sprouting gray fish-like scales that shimmered wetly in the moonlight. His fist clenched, then opened to reveal webbing stretching between newly-formed claws.

A lump bulged on his forehead, elongating into a thin, eerie lure like that of an anglerfish, glowing faintly as gills tore open along his neck. The view rotated behind him, showing fins running down his spine before his mouth swelled grotesquely, splitting to reveal jagged, sharklike teeth. His hair transformed into dorsal fins, his eyes snapping open as pale, blank white orbs.

Finally, the transformation settled—Ripjaws stood revealed, clad in a black loincloth and a black patch on his left shoulder area bearing the Omnitrix insignia. He threw back his head and unleashed a guttural, aquatic roar.

"WHOA." Jet leaned forward, wide-eyed. "That's… that's beastly."

"I LOVE IT!" Elfman boomed.

"Looks like a demon fish," Droy muttered, half-impressed, half-unsettled.

"Still awesome," Natsu grinned with sharp teeth of his own. "I'd wrestle him!"

Lucy shuddered. "No thank you. I think I'd scream if that came crawling out of the water toward me."

Rather than recoil like Lucy had, Juvia's cheeks flushed as her hands went to her mouth. "Juvia… Juvia finds him… striking," she admitted softly, almost dreamily. "The scales, the fins… he looks so at home in the water. It's… beautiful, in a fearsome way."

Gajeel sweat-dropped from across the bench. "Beautiful? He looks like a shark that crawled out of a nightmare."

"Nightmares can still be alluring," Juvia countered without missing a beat, her gaze fixed on the screen. "To swim at such speeds, to rule the depths with such power… ahh, Juvia wouldn't mind being swept away in those strong fins."

Ben nearly choked on his drink, turning crimson. "W-Wait—what?!"

A roar of laughter swept through the guild hall. Cana slapped the table, wheezing. "Ohhh, Ben, she's got it bad. Doesn't even matter if you're a fish-man!"

"Juvia is simply appreciating his aquatic grace," the water mage insisted, but her voice was a little too dreamy for anyone to believe her.

Even Makarov chuckled into his mug. "Seems like no matter the form, lad, you've caught her eye."

Ben slumped in his seat, groaning into his hand. "Why is it always me…?"

Attention was drawn back to the screens as the Krakken burst from the water with a thunderous roar, its tendrils lashing wildly as it slammed aside the boat Ripjaws had been standing on. The wooden dock cracked and splintered as the beast rose up through the flooring of the cannery, its enormous eye locking onto Jonah.

"The bigger the Krakken, the bigger the payday," Jonah sneered, scrambling toward his submarine pod while one of his crewmates unleashed a hail of gunfire at the enraged leviathan.

Gasps and murmurs swept through the guild hall.

"Is he insane?!" Erza snapped, her fists clenching. "That is no mere monster—it's a mother protecting her young!"

Lucy shook her head in disgust. "And he still thinks of money first? He deserves whatever's coming to him."

Macao barked a laugh, though it was sharp. "Bigger the payday? More like bigger the funeral."

Even Natsu, who had been itching for monster-fighting action, grimaced. "Yeah, I'd fight a beast like that for a challenge, but this guy's just plain dumb."

"Not dumb. Arrogant," Makarov corrected gravely, stroking his beard. "And arrogance against a mother's wrath is the most dangerous mistake of all."

Ben shuddered, recalling how scary his own mother could be when she was angry. "Tell me about it…"

One of Jonah's guards bolted inside the cannery while the other stubbornly stayed behind, unloading his rifle into the Krakken. The bullets ricocheted uselessly off her armored hide, and with a furious screech, the beast lashed out with a tendril and smacked the gunner aside like a toy.

"She's going straight for her eggs…" Levy breathed, clutching her hands nervously.

But Jonah was already moving—his submarine's grapple extended, snagging the precious eggs before the Krakken could reclaim them. The poacher sneered as he pulled the prize into his machine.

Jonah's cannons flared, lighting up the dock as he fired on the massive beast. But his barrage was abruptly cut off when Ripjaws exploded out of the water, slamming onto the sub's cockpit window. His gills flaring wide as his claws scratched deep lines into the metal.

"You want to mess with a monster?" the Piscciss Volann growled, his teeth gleaming. "Try me on for size."

The guild erupted in cheers.

"Yeah! Tear him apart!" Natsu whooped, pumping a fist.

Elfman slammed his own fist into his palm. "That's the MANLY way to fight a monster—become one yourself!"

Juvia nodded eagerly, clasping her hands together. "Do your best, Ripjaws."

Ben blinked. Not gonna lie… That's just cute.

Ripjaws slid down the sub's hull and sank his claws into the crane-arm gripping the Krakken eggs. Jonah swung the mech's turret, trying to blast him point-blank, but Ripjaws roared and lunged forward, his massive jaws crunching down. Metal screamed as the entire gunner-arm was ripped clean off and tossed aside.

"Oh ho!" Wakaba barked, smoke curling from his lips. "Now that's how you chew through the competition!"

Even Gajeel cracked a grin. "Kid's got bite, I'll give him that."

The eggs dropped free of the severed clamp, tumbling through the air. Ripjaws immediately dove after them, catching the fragile spheres against his chest as he plunged toward the dock.

But Jonah wasn't finished. With a hiss of hydraulics, the submarine's massive fist swung like a piston and slammed into Ripjaws mid-fall. The alien brawler let out a grunt of pain, the eggs flying loose from his grip.

Everyone gasped.

As both crashed onto the dock below, their containers shattered apart and the leathery eggs rolled free across the planks.

"So, he can still fight without the gun?!" Alzack asked, mildly surprised.

"Of course," Erza said grimly, her arms crossed. "Even without a weapon, the machine itself is still a weapon."

Ben grimaced at the memory. "Yeah. I thought I had him right there—but Jonah's sub was tougher than I expected. He wasn't giving up those eggs without a fight."


Inside the cannery's dim, echoing corridors, Max held up a hand and gestured at Gwen with hand signals.

"Uh… what's he trying to say?" Droy asked, squinting at the screen.

"Looks like… bird signals," Jet muttered.

"Hand signals," Bisca corrected. "Soldiers use them for silent communication. Though…" She frowned. "I'm not sure even Gwen understood that one."

Before Gwen could even respond, a drenched Friends of Fish crewman hauled himself up through a ladder hatch right in front of them. Water dripped from his suit as he raised a pistol, sighting down the barrel at the pair.

Gwen gasped, freezing in place, but Max instinctively stepped in front of her, his broad frame shielding her. Despite the danger, his eyes stayed sharp. "All right, buddy. We can do this the easy way, or the hard way," he threatened.

"But he's got a gun!" Levy cried, clutching her book tightly.

"He's bluffing," Alzack said firmly. "But sometimes a good bluff can make the other guy hesitate long enough to flip things around."

The crewman, however, just grinned and advanced, his weapon never wavering. Max and Gwen backed up slowly, tension thick in the air.

And then the wall behind him exploded inward with a deafening crash. Water cascaded as a massive fin speared through the cannery wall, knocking aside crates and spraying splinters everywhere.

"Not what they needed right now…" Lucy winced.

"But it could be just what they need," Erza countered, her tone sharp. "A distraction."

"Go high!" Max barked. Without hesitation, he and Gwen leapt up onto the nearest line of dangling hooks, swinging along the chain runners as the Krakken's fin tore the floor apart. The crewman screamed as the platform beneath him collapsed, plunging him back into the raging water below.

"Whoa-ho!" Natsu cheered, clapping his hands together. "That's what I'm talking about!"

Another armed thug sprinted around the corner, but before he could even aim, Max and Gwen launched off the hooks in perfect sync. Their combined kicks smashed into the man's chest, knocking him down.

Landing smoothly, Gwen looked at her grandfather. "So, was that the easy way, or the hard way?"

Max just gave a shrug and smile.

"They got so lucky!" Jet muttered, shaking his head.

"Luck or not," Cana said, raising her mug, "sometimes you need a little fortune to win the fight."

"Aye," Wakaba agreed, puffing on his pipe. "And these two made it count."


Outside, the water churned violently as both Jonah's submersible and the Krakken surged toward the fallen eggs. For a moment it looked as though the villain would seize them—until the mighty leviathan twisted its tendrils around the fragile spheres, pulling them close.

"My eggs!" Jonah snapped furiously, driving his machine toward her.

"They're not your eggs!" the guild hall shouted back almost in unison.

Before Jonah could close the distance, a blur of scales and teeth intercepted him. Ripjaws slammed shoulder-first into the sub, forcing it off course with a bone-rattling impact. "They aren't your eggs," he rumbled, his voice deep and guttural.

He shoved Jonah aside, letting himself sink just far enough to dive and snatch the eggs from the Krakken's tendrils before she accidentally crushed them in her frenzy.

"Manly!" Elfman roared, thrusting a fist skyward. "Protecting the innocent AND protecting life—Ben, you've earned a True Man's seal of approval!"

Ben covered his face, embarrassed. "Thanks… I think."

"Now he just needs to keep 'em away from that creep," Gray muttered, eyes narrowing at Jonah's sub.

The guild's hopes were dashed a moment later. The outer clamps hissed, releasing the larger frame. With a hiss of steam, the villain ejected himself into a smaller, sleeker pod—one designed for vicious mobility.

"Uh-oh…" Lucy murmured, dread filling her stomach.

Jonah rocketed downward, slamming full force into Ripjaws' side. The aquatic alien's grip on the eggs slipped as the impact sent shockwaves through the water.

"Rescuing babies? Very heroic," Jonah sneered over comms, his pod's mechanical fists pistoning forward to hammer Ripjaws. Blow after blow rattled the alien's armored body. "But not very smart."

"No! Ben!" Wendy cried, clutching her hands to her chest.

Juvia's fingers twisted tightly together, her voice barely above a whisper. "Please… let him be okay…" she murmured, blue eyes shining with worry.

One final strike caught Ripjaws under the jaw, sending him tumbling downward. Air bubbles streamed from his mouth as he sank into the depths, dazed and reeling. Jonah's sub extended a clawed arm and seized the precious eggs, dragging them back toward the surface.

"He's losing to a guy in a tin can?!" Natsu shouted furiously, springing up from his seat. "C'mon, little Ben, don't let him win!"

In the water, the aquatic alien shook off the daze, his gills flaring as he snapped back to his senses. With a low growl, Ripjaws clamped his legs together—the fins stretching, merging, and elongating into a powerful mermaid-like tail—and shot through the water like a torpedo.

"Whoa…" Jet muttered, leaning forward. "That's freaky…"

"So majestic," Juvia breathed, awed.

Jonah's greedy grin faltered when a clawed, webbed hand slammed onto his pod's windshield. "What—?!" he yelped, staring wide-eyed at Ripjaws clinging to his vessel.

The poacher recovered quickly, spinning his pod and smashing Ripjaws away with a mechanical arm. The Piscciss Volann twisted in the water, caught himself, and lunged forward again, cutting Jonah off. With a mighty swipe, he knocked the eggs free, catching them carefully in his jaws.

"Ben, don't tell me you ate them!" Happy cried out, tail puffed in alarm.

Ben shook his hed. "No, Happy. It was just the safest way to carry them while keeping my hands free."

Ripjaws surged ahead, holding the eggs secure as he tried to escape with them—but a massive shadow loomed over him. The Krakken herself barreled in, smacking Ripjaws aside with one colossal tendril. With a guttural roar, the beast reclaimed her eggs, clutching them protectively.

"Wait—why's she attacking him?!" Gray exclaimed.

"Because she doesn't know he's helping," Carla answered firmly, folding her arms. "From her perspective, another creature had its claws—or jaws—on her eggs. What else would a mother do?"

While that made perfect sense…it was still frustrating.

The tension spiked again as Jonah's submersible streaked into view, its floodlights glinting off the water. The right claw of his pod whirred and folded back, revealing a barrel-shaped weapon. A shrill sonic burst pulsed out in concentric waves, slamming into the Krakken. The mother let out a tortured cry, writhing as the unnatural sound rattled through her massive body.

Many were flabbergasted by the development.

"What isn't in that suit?!" Droy barked, wide-eyed.

"He's unhinged," Erza said, her voice sharp with disgust. "Using a weapon that cruel, just for profit."

"Yeah…" Cana muttered darkly. "He doesn't care how many lives he destroys, so long as he gets his stupid payday."

Taking advantage of the Krakken's disorientation, Jonah darted in with the sub's claw, wrenching the eggs back into his possession.

Several fists clenched across the guild hall.

Juvia herself wished she could insert herself into the scene to help her beloved.

But before Jonah could even savor his supposed victory, a dark shape streaked through the water.

WHAM!

Ripjaws barreled into him like a torpedo, driving the submersible straight down into the lakebed. The impact obliterated the remains of Shaw's sunken boat, shards of wood scattering like splinters in the current.

Several wizards flinched from the sheer force of it.

However, Jonah wasn't finished. As the dust of debris cleared, the poacher's sub shifted—mechanical arms pinning Ripjaws by the throat against the wreckage. Bubbles erupted from the alien's gills as Jonah forced him down, pressing hard.

"Oh no… Ben," Wendy said fearfully.

But the Piscciss Volann's gaze darted—and spotted a heavy anchor lying half-buried nearby. With a powerful heave, Ripjaws snagged its chain, swung it in a wide circle, and smashed it into the pod's hull. The blow rattled Jonah inside, forcing him back. Ripjaws seized the chance—twisting one of the sub's arms into a brutal arm-bar.

The guild hall roared in excitement.

"Get him!" Natsu yelled, pumping his fists.

But Jonah snarled and triggered a hidden surge. Electricity crackled through the arm, shocking Ripjaws and forcing him to release his grip with a pained roar. The poacher kicked the thrusters, trying to swim away.

He didn't get far. Ripjaws twirled the anchor chain like a lasso, his powerful arms spinning it faster and faster before hurling it forward.

CRUNCH!

The metal smashed into Jonah's right arm, tearing the sub's appendage completely off.

"YES!" Elfman leapt up, fists raised. "That's MANLY!"

Several others cheered as well, while Erza smiled approvingly. "Impressive. Young Ben isn't relying on raw strength alone—he's using his environment and adapting mid-fight."

All around the guild hall, no one looked away—the fight's intensity had them glued to the screen.

The Piscciss Volann tugged hard on the anchor chain, trying to reel Jonah back in—but then, out of nowhere, the Krakken surged forward. With a thunderous snap of her jaws, she bit down on the chain, yanking it from Ripjaws' grasp. The alien was forced to release it, and Jonah took the chance to break free, thrusters flaring as he tried to escape.

Ripjaws wasn't letting him go so easily. With a burst of speed, he caught up, grappling the submersible once more, both combatants fighting tooth and nail for the glowing eggs drifting between them.

But the mother Krakken wasn't about to let either thief near her brood. With one sweeping backhand of her massive claw, she lashed out. The blow forced both Jonah and Ripjaws to break off, the shockwave of water dislodging the precious eggs, sending them tumbling upward into the current.

"The eggs!" Wendy cried.

For one agonizing heartbeat, the spheres floated freely. Jonah lunged toward them, sub-arms outstretched—but Ripjaws' powerful tail lashed, propelling him faster. The Piscciss Volann surged ahead and caught the eggs gently in his jaws, clamping down just enough to hold them without harm.

"Yes!" Natsu pumped his fists, grinning fiercely.

Jonah cursed, veering after him, but another swipe from the Krakken's claw forced him to bank away sharply. Though he avoided her strike, the sub spun wildly, thrown completely off course.

That left Ripjaws with his chance.

Clutching the eggs securely, Ripjaws kicked his powerful tail and rocketed through the water, weaving between jagged rocks as the Krakken thundered after him. Instead of fleeing, however, he barreled straight toward the cavernous hollow beneath the cannery.

With careful precision, the Piscciss Volann lowered the eggs into the stony nest, setting them back into their rightful place.

Cheers erupted through the guild hall.

"Atta boy, Ben!" Elfman roared. "That's what a man does—protects the young!"

The waters shuddered as a vast shadow enveloped the cavern. A heartbeat later, the Krakken loomed into view, her titanic form blocking the light as she descended.

The guild's cheers faltered into uneasy silence.

Wendy clutched her chest. "Please… please understand, Mama Krakken."

Ripjaws didn't bolt. Instead, he swam a short distance back, his white eyes locked on the sea monster, posture low and nonthreatening. His gills flared, a silent gesture of retreat and respect—he wasn't here to harm her children.

The Krakken's colossal gaze bore down on him. For a long moment, the water seemed to hold its breath. Then, with a low rumble that was less a growl and more a sigh, she wrapped her tendrils around the eggs, pulling them into her chest and cradling them with almost maternal tenderness.

Relief washed over the guild like a wave.

"She… she understood him," Wendy whispered, her voice thick with gratitude. "She knows he was helping."

However, the tender moment of understanding between Ripjaws and the mother was shattered when Jonah came tearing back into view, his face twisted in a near-psychotic grin. He drove his battered sub forward like a madman.

"That dude's completely lost it." Gray muttered.

"Madness born of obsession," Erza said darkly. "I've seen it before."

But Jonah's obsession blinded him to the truth: the Krakken was no helpless creature. With a guttural roar that vibrated through the depths, the mother surged forward, her tendrils lashing out. In a blink, she had Jonah's sub ensnared, squeezing him in a grip he couldn't escape.

Before he could even process what was happening, the beast's enormous jaws clamped down on the cockpit. A deafening crunch followed as metal screamed and buckled—the glass cracked, then burst. Water rushed inside in a violent torrent, flooding the controls and leaving Jonah flailing. In seconds, the once-imposing machine was nothing but shredded debris, and Jonah himself was left floating helplessly, exposed and vulnerable in the water.

"That's it," Gray muttered with grim satisfaction. "Game over for him."

But even then, Jonah refused to surrender. Eyes still glimmering with madness, he pulled a knife from his belt and thrust it straight at the Krakken's head.

The blade scraped uselessly against one of her massive teeth—and snapped in half.

The guild burst into laughter.

"Pffft—are you kidding me?!" Natsu wheezed.

"Did he really think a butter knife was going to slay that?" Cana barked, slapping the table.

"Pathetic," Erza said flatly, though even her stern tone couldn't hide a hint of amusement.

"Idiot's about to be dinner," Elfman snorted. "Not very manly to poke a mama beast with a toy knife."

Jonah froze, staring dumbly at the jagged half of his knife as the Krakken loomed over him. Her guttural roar shook the water, her jaws opening wide, ready to swallow the poacher whole.

"That's it—she's gonna eat him!" Jet exclaimed, leaning forward.

"Can you blame her?" Droy scoffed. "He stole her kids."

But before the massive jaws could close, Ripjaws darted in, planting himself firmly between them. His arms spread wide, webbed claws open as he shielded Jonah with his own body.

The Krakken's furious eyes bore into the Piscciss Volann. For a moment, the water seemed to hold its breath. Then, slowly, the mother withdrew, curling back around her eggs. She ignored Jonah entirely, her only focus now on nuzzling her clutch with surprising gentleness.

The guild erupted with astonishment.

"No way…" Lucy whispered, stunned.

"She…understood?" Levy breathed, hand clasped over her chest.

"Unbelievable…" Macao muttered. "That thing's smarter than half the people I know."

"Smarter than Jonah, that's for sure," Wakaba added dryly.

Wendy's eyes shimmered as she clasped her hands together. "Aww… she's just a mother protecting her babies…" she cooed softly, touched by the scene.

Erza's expression softened, her voice low but resolute. "This proves it. She is no monster. Only a parent defending her children. She deserves to be left in peace."

Several mages shifted uncomfortably, guilt flickering in their eyes.

"I can't believe we thought she should just be killed…" Elfman admitted quietly. "Not manly…"

"Shows how quick we are to judge what we don't understand," Gray said.

Jonah exchanged a brief, almost defeated glance with Ripjaws—then the aquatic alien's fist cracked against his jaw, sending him limp and unconscious.

The guild hall erupted.

"Finally!" Natsu roared with a grin. "That's what I'm talking about!"

"Justice served!" Elfman shouted, fist pumping.

Even Cana raised her mug in salute. "Cheers to that punch."

Juvia, however, had her hands clasped together, her eyes sparkling with adoration. "So gallant… so powerful… while Water Hazard will always be Juvia's favorite, Ripjaws will now hold a place in Juvia's heart as well…" she sighed dreamily.

Ben flushed crimson and dragged a hand down his face. "G-Great, another embarrassing fan moment…" he muttered under his breath, earning a few chuckles around him.

On the surface, Ripjaws emerged, hauling Jonah like a ragdoll. He hooked the poacher by the collar of his wetsuit on a piece of floating debris, leaving him dangling miserably above the waves.

"Hang here for a while," Ripjaws growled, arms crossed with authority, "until the police find a nice, dry cell for ya."

With that, he gave a final backflip into the water, vanishing beneath the waves in a sleek dive.

Erza nodded firmly. "Ben, you did well. You exposed the real villain, spared an innocent creature, and upheld justice."

Makarov stroked his beard thoughtfully, smiling. "Aye. It just goes to show—" he tapped his pipe against the table—"you can't judge a book by its cover. A great lesson all of you kids must take to heart on your missions and in life!"

"Aye, sir!" Nearly everyone across the guild hall replied.


Some time later, Max and Gwen stood at the lakeside, watching as a police boat cut through the water toward Jonah's dangling form. The poacher's limp body swayed from the debris where Ripjaws had left him.

"Ha," Max said with a satisfied grunt, arms crossed. "Good riddance to bad rubbish."

The guild nodded and voiced their agreement.

"Aye, exactly so," Makarov huffed.

"Lock him up and toss the key," Gajeel grumbled.

Even Lucy allowed herself a small, grim smile. "Serves him right."

But their moment of vindication was cut short by Captain's Shaw rowing up to the lakeside. "Got one!" the old seafarer crowed triumphantly. He yanked up a dripping net—and inside, tangled with seaweed, was Ripjaws. "I finally got me a Krakken! One of the eggs must've hatched. Imagine this trophy mounted on my wall!" His eyes gleamed with manic pride.

Many groans echoed through the guild hall.

"Unbelievable…" Erza muttered darkly, clearly unimpressed.

Juvia narrowed her eyes at the old captain on-screen. "You will not touch him!" She shouted angrily.

"Ben," Gray turned to him, "how'd you even get caught?"

Ben raised his hands defensively. "I was racing back to shore before the watch timed out. Guess I wasn't watching my surroundings… Shaw's net caught me off guard."

As if on cue, a sudden flash of red lit the air inside the net. Ripjaws vanished in an instant, leaving only a soggy, human-shaped silhouette pressed against the rope. Ben's smirking face peeked out from the tangle of seaweed. All of this escaped Shaw's view.

Max chuckled, shaking his head. "Heh, I think your 'catch of the day' isn't exactly as advertised."

Shaw blinked, held up his lantern to get a better look—and went pale. "B-but I could've sworn…" he muttered, rubbing his eyes in disbelief.

The guild roared with laughter.

"Pfft! He caught the wrong fish!" Natsu wheezed.

"Talk about a backfire." Gray snorted.

"Serves the stubborn old fool right." Carla said with a flick of her tail.

Even Wendy giggled behind her hands, relieved that Ben was safe.


Out in the distance, the water shimmered with a pale moonlight glow. Deep beneath the waves, the Krakken rested on the lake floor. Her massive tendrils curled protectively around the fragile orbs. A low, guttural howl rolled through the water—not in rage this time, but in something almost tender.

The guild hall, which had been loud with laughter only moments ago, softened into hushed murmurs.

"Aww…" Wendy breathed, her brown eyes bright with wonder. "She looks so peaceful now…"

"Hard to believe that's the same creature that tore up the docks," Cana admitted.

"Cute, in its own way," Mirajane agreed with a serene nod. "She's just a mother doing what mothers do best."

Levy tilted her head, brow furrowing. "I'm curious about something… How can an animal that size survive in just a lake? Wouldn't it need more space?"

Ben crossed his arms and nodded thoughtfully. "Good question. But this lake isn't small. It's connected to a chain of huge inland seas back home—what we call the Great Lakes. They're so massive you can't even see across them, like an ocean. If any place could hide something like the Krakken, it'd be there."

That explanation left many of the guild murmuring in awe, several nodding in understanding.

"Guess it makes sense then," Gray admitted, arms folded.

Erza's stern gaze softened just slightly. "Even great beasts have a place in the world… so long as people don't disrupt them."

Makarov raised his mug, summing up the guild's sentiments. "Let the Krakken live in peace. She has more than earned it."

The screen faded to black. A moment later, glowing runes shimmered across the air above the monitors:

"INTERMISSION — 15 minutes until the next episode begins."

Chapter 5: Episode 4: Permanent Retirement

Summary:

The Fairy Tail crew watch as the Tennysons travel to the Arizona desert to visit Max’s sister, Vera. Gwen and Max enjoy their time with her, but Ben—convinced the trip will be nothing but boring—soon notices that something about the retirement community’s residents isn’t quite right…

Notes:

Disclaimer: Ben 10 and Fairy Tail are not mine — I'm simply a fan playing in their sandbox. All credit goes to the original creators.

Chapter Text

Across the guildhall, glowing runes shimmered into view.

"INTERMISSION — 15 minutes until the next episode begins."

The words hovered in the air like a gentle reminder, and chatter quickly picked up again.

"Oi, Ben," Natsu called, standing up from his seat. "Did you ever run into that Krakken again? Or was that the only time?"

Ben smiled at the memory, resting his hands behind his head. "Yeah, actually. I went back the next year. Checked the same lake… and you'll be glad to know, all her eggs hatched. Whole swarm of little Krakkens, swimming together. They slipped into the deeper waters of Lake Superior to live in peace. Nobody's seen 'em since."

A ripple of awe went through the guild. Wendy clasped her hands together, almost glowing. "That's wonderful!"

Levy bit her lip in thought. "Makes you wonder, doesn't it? What if some of the creatures we've fought… weren't mindless beasts either?"

That gave many of the mages pause. Even Natsu, who usually burned for a fight, frowned at the thought. Lucy placed a finger on her chin. "It's true. On some jobs, we've never really asked why a creature was acting out. Maybe we've been too quick to assume."

Erza crossed her arms, her voice calm but heavy with meaning. "Going forward, we should be cautious. A monster is not always just a monster. Signs of intelligence, of family, of purpose—they matter. If a creature is capable of thought or emotion, we owe it the respect of deciding carefully whether it should be slain."

Makarov raised his mug, nodding solemnly. "Well said, Erza. From this point on, let's make it a rule for Fairy Tail: we protect life where we can, even if it comes in frightening shapes."

The guild answered with murmurs of agreement, the lesson of the Krakken weighing heavily on them all.

The guild murmured in agreement. Some lowered their eyes, thinking back on their past jobs with guilt. Others whispered about what they might do differently in the future.

As the guild's chatter carried on, Gajeel wandered off in search of food while Wendy happily joined Mirajane in handing out drinks and snacks—a sight many found downright adorable. Carla, however, quietly flew away to the rafters to be on her own. Ben's eyes followed the white cat briefly, wondering why she always had to act so aloof and often rude to others.

He didn't get to dwell on it long before he felt a gentle tug on his coat sleeve. Turning, he found Juvia standing there, her cheeks dusted pink.

"Um… Ben darling…" she began shyly, twirling a strand of her hair around her finger. "Could Juvia request a small favor?"

Ben blinked, a little caught off guard. "Uh—sure. What is it?"

Juvia lowered her gaze, her voice soft but earnest. "May Juvia… see Ripjaws again? He seemed so… powerful. So noble. Juvia would like to admire him once more."

Ben scratched the back of his neck, chuckling awkwardly. "Heh… well, if you insist."

With a familiar green flash, his form instantaneously shifted and grew until the hulking figure of Ripjaws towered before them. Compared to the younger version they had seen onscreen, this Ripjaws was noticeably more imposing—easily a foot taller, his limbs thicker with muscle, and a sleek black breathing apparatus encircled his neck, the Omnitrix symbol now glowing on his chest.

The guild reacted instantly—some gasping in awe, others recoiling at the sheer monstrosity of his jagged teeth and predatory aura.

"Well?" Ripjaws rumbled, his deep, guttural voice vibrating through the hall. "What do you think?"

A collective shiver rippled through the crowd. Gray whistled under his breath. "Yeah… this one's even worse nightmare fuel."

Ripjaws tried for a grin, but it only revealed rows of serrated teeth. "Heh. Wait until you see Ghostfreak."

"W-why?!" Lucy squeaked, immediately unsettled. "What happens?"

Ripjaws wagged a long, clawed finger. "Uh-uh. No spoilers."

Heh. Ben inwardly grinned. Now I know what Paradox feels like.

While others murmured nervously, Juvia's blue eyes lit up like stars. She clasped her hands beneath her chin, her voice melting into a dreamy sigh. "Magnificent…"

Ripjaws—no, Ben—shifted uncomfortably under her gaze, his massive shoulders hunched as if unsure where to look.

Cana smirked over her mug. "Girl's practically swooning over him, even when he's a freaky fish-alien."

From his seat, Macao barked a laugh and pointed with his drink. "The kid can save the day from monsters, sure—but can't handle a girl giving him googly eyes?"

Wakaba puffed smoke from his pipe, grinning. "Might be his scariest challenge yet. Still, makes yah wonder what's holding him back from asking the girl out already?"

"I'm sure he has his reasons," Droy shrugged. "The guy comes from another world, after all."

"Yeah. Maybe he's got someone back there?" Jet suggested.

As this conversation played out in the background, Juvia only continued to smile dreamily, clasping her hands like she hadn't heard a word.

Levy, ever curious, tilted her head. "Wait, Ben—doesn't this form need to be in water?"

Ripjaws welcomed the distraction, lifting a claw to tap the black device wrapped around his thick neck. "Normally, yeah. But when I'm on land, the Omnitrix gives me this—kind of like an artificial gill system—so I can breathe. Once I'm underwater, it disappears."

Levy blinked. "How come it didn't do that before?"

The alien shrugged, sharp teeth flashing in the motion. "Just one of the many updates this Omnitrix has compared to the old model."

Gray crossed his arms, giving Ripjaws a once-over. "So, you can breathe on land, but can you actually fight here, or are you only useful underwater?"

Natsu smirked, cracking his knuckles. "Doesn't matter. I could take him either way. Fish-guy wouldn't stand a chance once I fire things up."

"Smoked fish!" Happy chimed gleefully, wings flapping as he zipped around Ripjaws' head.

Ripjaws growled low in his throat, baring a line of jagged teeth. "Careful, kitty. I bite back."

A ripple of laughter moved through the guild.

Up on her perch, Carla scoffed under her breath. "Ridiculous." She turned her head primly, nose in the air.

Wendy, who had just returned from passing out drinks and snacks with Mirajane, paused mid-step. She caught sight of Carla's aloof expression and frowned softly. Carla… why are you acting like this? The thought tugged at her heart as she hugged the empty tray to her chest, concern lingering in her wide blue eyes.

Later, the glowing runes across the building shimmered and twisted again.

"INTERMISSION COMPLETE — PLEASE TAKE YOUR SEATS. The next episode will commence shortly."

Wizards shuffled back into their places, finishing their drinks and snacks.

The runes pulsed again on the monitors before shifting into new words:

"Episode 4: Permanent Retirement"

A hush fell over the guild, quickly replaced by murmurs of curiosity.

"Permanent Retirement?" Lucy repeated, brows knitting. "That… sounds ominous."

"Yeah…" Gray muttered, crossing his arms. "Doesn't sound like a fun adventure. Feels like someone's in serious trouble."

"Maybe it's about Ben's grandpa," Levy suggested thoughtfully. "He did mention retiring before, didn't he? Could be connected."

Elfman slammed his fist into his palm. "Or it means some villain's about to retire—for good!"

Cana took a sip from her mug and chuckled darkly. "Pfft. More likely it's tragic. Titles like that never end well."

"Tragic?" Wendy whispered, her hands tightening in her lap. "Y-you don't think… someone's going to die, do you?"

Happy tilted his head, tail flicking. "What if Ben's the one who has to retire early? He's just a kid, aye!"

Ben deadpanned. "Uh, Happy… I'm literally right here."

Happy blinked. "…Oh."

"Hmph." Carla shook her head with disdain. "Idiot tomcat."

"Ben's not retiring anytime soon." Natsu scoffed, arms crossed. "No way. That title's gotta mean something else."

Ben frowned at the glowing words, unease prickling his gut. "Not sure what it's referencing… Guess we'll find out soon enough."


The image shimmered into focus: the Rust Bucket parked by a small roadside ice cream parlor, sun blazing down on the desert.

Inside, little Ben and Gwen were happily ordering cones, while Max strolled toward a strange-looking machine set into the wall. Then, a battered red pickup screeched into the lot, dust flying. A hulking, burly man in dirty overalls stepped out and shoved Max roughly aside.

"Outta the way, 'Grandpa.' I got a major withdrawal to make!" the man barked.

"Max!" Lucy exclaimed, concerned. "He just threw him like that?!"

"Is he alright?" Wendy's voice quivered, her eyes darting between the screen and the guild's elderly members.

Makarov's brows knit tight. "Hmph. Insolent brat. No respect for his elders."

The wizards murmured their discontent, anger brewing at the sight.

Meanwhile, the big man's lanky partner strolled up—gap-toothed and smirking.

"Two against one?" Erza muttered darkly. "Pathetic."

Levy tilted her head. "Um… quick question. What is that strange box they're focused? The one that guy shoved Max away from?"

"Oh—that's an ATM," Ben piped up from his seat. "Like, a money machine. You put in a card, it gives you cash."

"Seriously?!" Natsu blinked, staring at the glowing rune-screen like it had insulted him. "You can just walk up and ask for money like that?!"

"Well, if you've got money in your bank account. It's…a thing in my world." Ben tried to explain.

Gray frowned. "And this guy thinks it's a good idea to rob it in broad daylight? What an idiot. He's gonna get caught in, like, two minutes."

Cana snorted into her mug. "Drunk or just plain stupid, take your pick."

Gajeel interjected "Actually, robbing a money machine where there ain't a lot of people probably isn't the worst idea." He then grinned. "Too bad they had to do it in front of this crew."

The scene shifted inside the little parlor. A sour-faced old man stood behind the counter, glaring down at the children as though scooping ice cream was the greatest burden in the world.

"What do you have that's non-fat with less than three percent sugar?" Gwen asked primly.

The worker didn't even blink. "Napkins," he deadpanned.

The guild hall erupted.

"Pffft—!" Natsu slapped the floor, cackling.

Even Gray snorted. "Gotta give the guy credit. Quick wit."

Levy giggled behind her hand, shaking her head. "That's so mean but so funny!"

Lucy smiled despite herself. "I can't believe he actually said that to a kid."

Ben groaned, covering his face. "Ugh, I remember that. She always had to ask for the healthiest option, even at ice cream shops."

"Oh?" Mirajane leaned forward, smiling warmly. "So she was health-conscious even as a child? That's very responsible."

"Responsible?" Cana raised a brow, swirling her mug. "C'mon, she's ten! That's when you eat ice cream until you're sick."

"I don't see why anyone would want to ruin ice cream by making it bland." Happy stated.

"Still," Levy said thoughtfully, "it's impressive she cared about her health that young. Not many kids do."

Erza crossed her arms with solemn pride. "A noble trait indeed. But—" she paused, eyes narrowing seriously, "—I would never abandon sweets. Especially strawberry cake. Or cheesecake. Or—"

"—everything on the dessert menu?" Gray cut in with a smirk.

Erza's glare snapped toward him, sharp enough to freeze the room. Gray paled instantly. "I-I mean, uh, nothing wrong with that!"

The girls chuckled, Lucy looked over at Levy. "See? Even Erza admits she couldn't go sugar-free."

The grumpy clerk finally turned his glare on Ben. "What about you, kid?"

Ben opened his mouth to answer, but a harsh clank of metal rattled through the window. His head snapped around—outside, the burly thug dragged a long chain, a heavy hook at the end scraping across the ground.

He stomped toward the ATM with a gleam in his eye.

"I'm about to go rocky road!" Ben bolted for the door.

"Rocky road?" Wendy tilted her head, curious. "Is that… supposed to mean something?"

Ben chuckled. "Yeah, it's an ice cream flavor—chocolate mixed with nuts and marshmallows. It might sound weird but it's good. I could try making some for you guys later? Was gonna try my hand at making marshmallows too, anyways."

Wendy's eyes widened, sparkling with excitement. "Really?! I'd love that!"

Erza perked up. "I certainly won't decline a new treat."

Juvia nodded. "Juvia would like to try it as well."

"Hey, hold on a second!" Cana called out, catching the others attention. "You just ran out like that? No hiding it? Weren't you trying to keep, y'know, a secret identity or something?"

Ben nodded. "Yeah, I was. Back then, I tried to keep the Omnitrix under wraps… but that didn't matter when my grandpa or cousin were in danger. Family came first. Always."

That earned him a few approving nods.

Makarov nodded. "A commendable answer. A wizard should be willing to defend those dear to them, no matter the cost."

On the screen, the burly man jammed the hook deep into the ATM, barking, "Hit it!"

His buck-toothed partner revved the pickup—only for the wheel to melt under his hands. The entire dashboard shimmered and warped, black and white plating spreading like liquid metal across the interior.

Green circuitry traced through the panels as a glowing circle blinked to life where the wheel once was.

"Your cash request has been denied!" a filtered voice (similar to Ben's) rang out. The glowing eye flashed with each word.

With a sudden lurch, the truck kicked the startled crook out the driver's side, leaving him sprawling in the dirt. Then, with a ripple like water, the metal mass detached from the vehicle and re-formed into a peculiar black-and-white humanoid creature with green circuitry patterns.

"W-Whoa!" Lucy's eyes widened. "What is that one?!"

Levy's eyes sparkled like stars. "Incredible… he fused with the magic-mobile?!"

"Pickup truck, actually," Ben corrected. "This guy's called Upgrade. He can merge with technology, enhance it, even reshape it however he wants. Pretty handy when dealing with machines."

Erza's brows shot up. "To merge with technology itself? That's a power with infinite applications."

Ben nodded in agreement. "You're not wrong. But since this world doesn't have much tech to play with, I haven't really used him. I mean, there's only so much you can do when the most advanced thing you see is a train."

Wendy tilted her head. "So… you've never used him here at all?"

"Nope." Ben shrugged. "Haven't found the right chance."

"You mean you couldn't use Upgrade on Phantom Lord's guild hall? The Super Mage Giant Phantom MK II?" Levy pressed, eyes alight with curiosity. "That was pretty advanced."

Ben opened his mouth to dismiss it—then paused, blinking. "Uh… y'know… I guess I could have used him." His brow furrowed as he rubbed his chin, thoughtful. "Huh… never really considered it."

Even though Phantom's guild hall was a large, walking fortress, the idea of merging with it as Upgrade never crossed his mind at the time since it looked too much like some magical robot-castle thing. He didn't think there'd be any technology to merge with.

But a flicker of doubt crossed his face. Perhaps he's been too narrow-minded about what counted as "technology" in Earthland?

The burly man snarled and yanked the chain free, spinning the hook wildly above his head before hurling it straight at Upgrade.

The alien calmly lifted his arm as the chain coiled harmlessly around it like a snake. Then, with a sharp jerk, Upgrade gave one mighty tug.

The crook let out a startled yelp as his feet left the ground, his massive frame whipped upward and slammed into a nearby utility pole with a resounding thunk.

"Yeeesh!" Lucy winced. "That had to hurt."

Natsu leaned forward, grinning ear to ear. "Nice job turning that guy's attack back on him!"

Meanwhile, the buck-toothed partner lay groaning on the ground, but before he could scurry off, Max strode over. With surprising speed for his age, the older man planted a firm boot on the thug's chest, pinning him flat.

"Where do ya think you're going?" Max said sternly, then looked back at his grandson. "Good work, Ben!"

"Aw yeah!" Upgrade pumped a mechanical fist, his voice buzzing with youthful energy. "I'm ready for anything! Bring it on! What's next?!"

Max's face softened into a smile. "We're headin' off to see your Great Aunt Vera for the weekend!"

The Omnitrix hero froze mid-pose. His glowing eye flickered once before the boy's entire posture sagged with dismay.

"Ugh, boring old Aunt Vera?! Nooooo!" Upgrade wailed, throwing his hands in the air. His distorted voice made the complaint sound even more dramatic.

Many in the guild hall blinked collectively.

"…Wait," Cana said, lifting an eyebrow. "That's what killed the excitement? Visiting your great-aunt?"

Natsu tilted his head too, baffled. "Is this 'Aunt Vera' super scary or something?"

"Or maybe cursed?" Elfman suggested. "The name Vera… it has the ring of a demon!"

Lucy sighed, pinching the bridge of her nose. "I doubt it's anything that dramatic…"

"Ben," Wendy turned to the teen hero, "why were you acting like it's the end of the world?" She asked innocently.

Ben groaned, rubbing the back of his neck. "Well…look—it wasn't that Aunt Vera was bad or anything. It's just… as a kid, I found her place super boring. No TV, no games, no excitement. Just endless chit-chat about things I didn't care about. To ten-year-old me, that was torture."

Levy giggled softly. "Ohhh, so it was more about you being restless than her being mean."

"Exactly!" Ben said quickly, pointing at her.

"Sounds like a brat's problem," Gajeel snorted, smirking.

Ben groaned louder. "C'mon, give me a break—I was ten! To me, visiting her felt like an entire weekend of doom."

Natsu clapped his shoulder with a grin. "Don't worry, I get it! I hate sitting still for too long, too."


The vision shifted again, showing the Rust Bucket rumbling down a long, empty highway that stretched across a barren desert. Heat shimmered off the sand and distant mesas broke the horizon.

Inside, Gwen pressed her face against the window, wide-eyed. "When Aunt Vera said she wanted to 'move away from it all,' she really meant it!"

"Why are they even in the desert?" Lucy asked, confused. "That doesn't look like a nice place to live at all."

Ben leaned back in his chair. "That's Arizona. My great-aunt lived in this retirement community out there. A lot of people move there to get away from harsh winters, since it's hot and dry almost all year."

Back on the screen, Ben slumped against the seat, sulking. "Aw man, this summer was supposed to be about F-U-N, not hanging out in some old lady's place."

The guild reacted instantly.

"Disrespectful!" Erza barked. "She is your elder and deserves your gratitude, not whining!"

"Yeah," Mirajane added gently, "you shouldn't talk about family like that. Even if it's not what you wanted, she opened her home to you."

Makarov nodded sagely. "Young ones today… far too quick to forget the value of visiting family."

Macao snickered into his mug. "Kid sounds like me whenever my old man dragged me to boring family reunions."

"You mean you went to family reunions?" Wakaba muttered.

"Once," He shot back with a smirk.

Gwen turned away from the window to defend their relative. She stood at the Rust Bucket's tiny sink, washing dishes diligently. "I like Aunt Vera!" she said cheerfully.

"Duh! That's because you act like you're a hundred years old!" Ben fired back with a grin.

The guild chuckled at Gwen's unimpressed expression as she calmly went back to her task.

"Ha!" Natsu slapped his knee. "He got her good!"

Gajeel smirked. "Decent burn."

Levy shook her head. "They really do bicker too much though."

"Agreed," Lucy sighed. "Sometimes it feels like watching siblings argue nonstop."

Wendy frowned faintly. "It's kind of sad, though. They should be enjoying their trip together."

Carla flicked her tail dismissively. "Children will squabble. It is hardly surprising."


The scene shifted away from the Rust Bucket. A neat little desert lawn came into view, where an older woman in a wide sun hat was chatting with her neighbor.

"Marty, it's been years since I've seen Max and the kids!" Aunt Vera said brightly. "I'm not sure I'll even recognize them! Stop by and say hello."

"I'd like that," Marty replied with a smile before heading back into his small, tidy home.

Inside, the blinds were drawn. He settled into his recliner, a bowl of snacks balanced on the side table, while an old black-and-white horror film flickered on his TV. The sound of dramatic screams filled the dim room.

Then—something moved.

A glossy, green glob of slime oozed silently across the carpet and slithered up to the snack bowl.

This caused many throughout the guild hall to perk up.

"W-what is that?!" Lucy squeaked.

"Doesn't look friendly," Gajeel muttered, his nose wrinkling. "Kinda like acid sludge."

Natsu leaned forward eagerly. "Oh yeah, now this is getting good! Bet it's some kind of monster fight!"

Carla's tail twitched sharply. "Or it could be a parasite. Both explanations are deeply concerning."

Marty reached for a handful of snacks. The goo brushed his fingers—cold, wet. His smile faltered. He slowly looked down, eyes widening in horror as the mass crawled onto his hand.

He gasped.

His shadow on the wall showed the green slime sliding up his arm. "Help me—!" he tried to cry out—only for the blob to launch onto his face, cutting off his screams.

Gasps erupted across the guild.

"Oh no!" Wendy cried, covering her mouth.

"Is he dead?!" Cana asked, wide-eyed despite her buzz. "Did that thing just eat him?!"

"Looks more like it's… smothering him," Gray said grimly, his tone low.

Mirajane's eyes softened with worry. "That poor man… I hope it didn't…"

Levy's brows furrowed. "It can't have just killed him instantly, right? Maybe it's—doing something else?"

Natsu slammed a fist into his palm. "Doesn't matter—if it shows up again, younger Ben better pound it!"


The Rust Bucket rumbled down another stretch of road before turning into a quiet neighborhood. The desert sands gave way to neat rows of small houses, each with carefully trimmed lawns and shaded porches.

Several elderly folks strolled the sidewalks or sat in lawn chairs, waving at the passing RV.

Ben pressed his forehead against the window with a groan. "This is gonna be soooo boring! Their idea of excitement in this place is probably watching the grass grow."

Makarov bristled from his seat on the bar counter. "What did that boy just say?! Boring?!" He shook his fist furiously at the screen. "I'll have you know, old people can have fun too!"

Several wizards chuckled at the old master's indignation.

The camera panned across the quiet neighborhood. On one of the houses, an old man was perched precariously on his roof, stretching to adjust his crooked satellite dish. His sandals slipped against the shingles, and suddenly his body tilted dangerously toward the edge.

The guild gasped in unison.

"Oh no—he's gonna fall!" Lucy cried, clapping her hands over her mouth.

Wendy leaned forward, clutching Carla tightly. "Ben, please, you've got to save him!"

Even Ben flinched at the memory. "Yeah, I thought he was a goner then too…"

But instead of tumbling headfirst, the man suddenly twisted mid-slide. With shocking agility, he launched himself into a perfect backflip—cleaner than most Olympic athletes—before landing in a crouch on the grass. He straightened smoothly just as the Rust Bucket drove past, dusting his hands as if nothing had happened.

"Woah! Did you see that?!" Young Ben exclaimed inside the RV, his eyes bugging out in disbelief.

This shocked many in the guild.

"WHAT?!" Gray shouted. "That's an old man!"

Natsu's jaw dropped. "No way… He stuck the landing like gramps would!"

Cana coughed out a laugh. "Are we sure he's not some retired circus acrobat or something?"

Even Makarov stood in awe, eyes twinkling. "Remarkable… At his age, such a feat shouldn't be possible without aid. I'm impressed!"

Erza, however, frowned sharply. "No ordinary elder could perform such movements. His body must have been enhanced somehow."

"Yeah," Levy chimed in, pushing her glasses up her nose as her mind raced. "That blob we saw earlier—it must have gotten to him, too. It's the only thing that makes sense."

The hall quieted for a moment, letting that thought sink in.

"…So you're saying there's more of those slime things?" Lucy asked nervously.

"Or one slime thing that's spreading," Gajeel corrected grimly. "And that's even worse."

Carla's tail flicked in irritation. "Either way, this town is far from normal."

Wendy bit her lip, her eyes on the screen. "Then Ben and his family are walking right into danger…"

Inside the Rust Bucket, Gwen's eyes never left the glowing screen of her laptop. Fingers tapping quickly, she only looked up when Ben leaned against the window, still gawking at the sight outside.

"See what?" she asked flatly. Her eyes darted to the sidewalk where the seniors were now walking perfectly normally—chatting, watering plants, shuffling with canes. Nothing out of the ordinary.

"The heat must be frying that pea-sized brain of yours," Gwen added with a smirk.

Ben's face fell into a frown, puffing his cheeks slightly in irritation.

Several in the guild chuckled at the familiar cousin-bickering.

"Again with the insults," Lucy sighed, though she was smiling faintly. "Do they ever stop?"

"They've got stamina," Cana smirked, raising her drink. "I'll give 'em that."

"Sounds less like cousins and more like rivals," Erza said, unimpressed.

The Rust Bucket finally pulled into a driveway and parked in front of a quaint desert-style house.

Ben hopped out first but immediately lifted a hand to shield his eyes from the blazing Arizona sun. "Seriously, why do old people have to live where it's soooo hot!" he groaned, trudging forward with exaggerated steps.

Behind him, Gwen followed with a grin that looked almost too satisfied, clearly enjoying her cousin's misery.

Makarov looked thoughtful. "It makes sense, actually. It's harder to stay warm in the cold once you get older. The desert sun keeps the bones from stiffening."

"Really?" Wendy asked, looking over at the guild master. "So the heat actually helps?"

"Indeed," Makarov nodded. "Old joints and cold weather do not mix well."

Gray shrugged. "Guess that explains it. Still wouldn't catch me living in a frying pan like that."

Natsu grinned. "I would! That sounds awesome!"

Lucy rolled her eyes. "Only you would think baking alive is a good idea."

As Ben trudged toward the house, Gwen suddenly whipped out a bright plastic water gun. With a mischievous grin, she squeezed the trigger and sprayed a cold jet right into his face.

"Hey!" Ben yelped, stumbling back as water dripped from his hair. He spun with a glare, but Gwen only laughed, darting away before he could retaliate.

The guild hall chuckled at her antics, several wizards shaking their heads.

"Classic sibling move," Mirajane chuckled.

"It's not manly to spray and run," Elfman grumbled.

"Well, she is a girl, so yeah…" Makao deadpanned.

Ben started to march after her but froze. Out of the corner of his eye, Marty's window caught his attention.

Behind the glass, Marty stood perfectly still, eyes locked on Ben.

The guild collectively stiffened.

"Wait—that's the guy from before!" Lucy gasped. "The one the blob attacked!"

"But… he's fine?" Wendy asked hopefully, her voice small. "What happened to that goo thing?"

Before anyone could speculate further, Marty suddenly let out a hiss so sharp it rattled the windowpane. His head snapped from side to side, neck cracking loudly in every direction like broken wood. With one abrupt motion, he yanked the blinds closed.

"Guh—!" Lucy shuddered, hugging her arms around herself. "That was so creepy!"

"His neck—did you see that?!" Wendy squeaked, burying her face against Ben's right side.

Even Natsu blinked, unsettled. "Yeah, okay, that was freaky."

Cana grimaced. "That wasn't natural. Not even a little."

Gray frowned, his voice tight. "So the blob did get him. It's controlling him, right?"

Levy's eyes widened behind her glasses. "If that's true, then it could already be spreading through the rest of the neighborhood…"

Erza's face hardened, her arms crossing in suspicion. "Then this entire community may be compromised."

"Oh no," Juvia became worried. "That means Ben and his family have walked into enemy territory."

Makarov's eyes narrowed. "If the parasite has infested more than one, then this is a serious threat."

Ben rubbed his arm, still unsettled by Marty's bizarre behavior. "Huh… they really make you feel welcome here," he muttered dryly, his voice laced with sarcasm.

Max chuckled as they reached the front step. "Just watch your cheeks, Vera's a pincher!" he warned with a playful grin.

"What does he mean by 'pincher'?" Wendy asked innocently, tilting her head.

Ben chuckled. "You'll see."

Almost as if on cue, the front door opened. Aunt Vera stepped out in a sun hat and floral blouse, her face beaming when her eyes landed on the group.

"Max!" she cried warmly.

"Vera!" Max answered with equal joy, stepping forward to embrace her. The siblings hugged tightly, a spark of nostalgia passing between them.

Then Vera turned to the kids. "I can't believe you're finally here!" she said, sweeping Gwen into a hug before grabbing her niece's face between both hands. "And look at you two! So—grown—up!"

She punctuated every word with an exaggerated pinch of Gwen's cheeks, shaking her face side to side.

"Oww!" Gwen whined, squirming as her cousin laughed.

Vera moved on to Ben, giving him the same treatment.

"Oww!" Ben yelped, his cheeks squished comically between her fingers.

Laughter erupted through the guild hall.

"Ahhh, so that's what he meant!" Wendy laughed, her eyes sparkling.

"Poor kid!" Natsu cackled, pounding his fist on the table. "He can fight monsters but can't handle a cheek pinch!"

"Serves him right after all that complaining," Erza said.

Levy giggled. "She looks so happy to see them. I think it's cute."

Cana snickered into her mug. "Cute until you're the one getting your face mashed like dough."

Makarov chuckled. "That's the warmth of family, all right. Sometimes it comes with a little pain."

"Come on in! I can't wait to chew the fat with all of you," Vera said warmly, ushering them toward the door with open arms.

The family stepped inside, Gwen still rubbing her sore cheeks while Ben grumbled under his breath.

Across the street, a sliver of movement drew the camera's focus—Marty, his face pale and shadowed, glaring at them through a crack in his blinds. His lips curled into a sneer before he let the blinds snap shut again.

"So creepy," Lucy muttered.

Gajeel leaned forward with a scowl. "Kid better get with the program quick. If he can't tell something's wrong in this neighborhood already, he's dumber than Salamander."

"Hey!" Natsu barked, sparks flaring from his fists. "I'd figure it out way faster than Ben!"

Gray smirked, leaning back in his chair. "Yeah, sure you would."

"Would too!"

Carla's tail flicked, unimpressed. "Regardless, even a fool should notice when their neighbors start glaring like possessed husks."

Ben shrugged. "Eh, I just thought Vera's neighbor was mean or something. But trust me," he frowned, "I figured out things were wrong very quickly."


The camera followed Ben, Gwen, and Max as they explored Vera's house. Lace curtains, porcelain knick-knacks, and faintly yellowed wallpaper gave the place a lived-in, old-fashioned feel.

Ben wrinkled his nose dramatically, sniffing the air. "Ugh, why do old people's houses always smell like somebody's cooking socks or something?" he groaned.

Makarov bristled immediately. "My house doesn't smell like cooking socks!" he barked.

The guild burst out laughing.

"Ohhh, I don't know, Master," Mirajane teased sweetly, putting a hand to her cheek. "Sometimes when you come back from the hot springs, the guild does smell a little… musty."

"Oi, Mira!" Makarov spluttered, his face turning red as the guild howled even louder.

Cana wiped a tear from her eye. "Cooking socks—Mavis, that kid has no filter!"

Lucy sighed. "Still, he shouldn't be so rude…"

Later on, the family sat at Vera's kitchen table. The centerpiece was a massive orange gelatin mould, wobbling ominously with every small shake of the table. Suspended inside were brown chunks and pale white lumps, catching the light like trapped fossils.

Max eagerly scooped a piece onto his plate. "Ooh, Vera, this is delicious! Now, what are these brown chunks in the mould?"

"Pork chops!" Vera announced proudly. "And the white parts are cauliflower!"

She beamed as Ben and Gwen exchanged identical looks of disgust.

"P-Pork chops?!" Lucy gagged, pressing a hand over her mouth. "In jello?!"

"That's revolting," Erza said firmly, her face pale. "Meat does not belong in gelatin."

"Oi, oi…" Gray grimaced. "That's just wrong."

Cana slumped over the bar, snickering. "Weird food must run in the family, huh? No wonder Ben complains so much!"

"Speak for yourselves!" Natsu declared, slamming his fist on the table. "I'd totally eat it!"

"Uh…" Happy looked unenthused. "…You'd be eating that on your own, buddy."

Wendy tilted her head nervously. "I mean… it's unusual, but… I guess I'd at least try a bite."

Levy shuddered. "Cultural food differences are fascinating, but I don't think my stomach could handle that one."

"Bleh," Gajeel muttered, making a face. "Even I wouldn't touch that slime. And that's saying something."

Vera smiled warmly as she ladled more of her gelatin creation onto Max's plate. "So, Ben, what have you been doing so far this summer?" she asked with grandmotherly interest.

Ben leaned back in his chair, scowling slightly. "Dealing with alien life forms," he replied bluntly.

Vera blinked at him—then chuckled with a wave of her hand. "Ohoho, you!" She dismissed it like it was just another one of Ben's jokes.

The guild hall collectively sweat-dropped.

"…Did he just say it outright?" Gray muttered, deadpan.

Lucy pressed a hand to her forehead. "After all that effort about keeping his secret, he just blurts it out at dinner?!"

Erza turned her sharp gaze to Ben. "Why would you reveal yourself so carelessly? Weren't you trying to hide your identity?"

Ben shrugged. "Yeah, but I was just being ironic. I knew she wouldn't believe me, so I figured it was safe to say it. Y'know, like a joke."

Levy frowned slightly. "Seems a bit risky…"

Ben shrugged. "Well, I thought it was harmless."

As the meal went on, Gwen's attention was caught by a tall shelf in the corner of the living room. She got up from her chair and walked over, eyes sparkling with curiosity.

The bottom shelves were lined with framed photos and delicate porcelain trinkets, but what really stood out was the very top row—several taxidermied birds perched on stands, each one preserved mid-song or mid-flight.

"Aunt Vera, is that a stuffed Red-Billed North American Chickadee?" Gwen asked eagerly, pointing at one of the specimens.

Vera gasped, clearly delighted, and hurried to join her niece. "How perceptive, Gwen! And did you know the song of the Red-Billed North American Chickadee is actually—"

"—a call indicating alarm or excitement! Brrrrrr!" they finished together, making a surprisingly accurate chirping trill.

There was a chorus of "awws."

"That's adorable," Lucy said warmly.

"She and her aunt have the same kind of brain," Levy giggled. "No wonder they get along."

Carla nodded primly. "At least one of the cousins knows how to behave with dignity."

Cana snorted. "Meanwhile, Ben's probably trying to sneak out of eating."

Sure enough, while everyone's attention was focused on the bird trivia, Ben quickly slid his untouched slice of gelatin mould onto Gwen's plate.

"I am toootally stuffed!" he declared, patting his stomach dramatically.

Cana smirked. "Hey, would you like at that."

Natsu looked at Ben. "Oi, why didn't you just try it? You fought monsters, but you can't eat a little jiggly food?"

Ben grimaced. "Because one sniff was enough. I didn't need to put that in my mouth to know I'd hate it."

Natsu snorted. "Coward."

"Smart," Gajeel corrected with a smirk. "The brat had good instincts. You don't mess with suspicious meat-jello."

Vera soon reappeared from the kitchen, carrying a small porcelain bowl. She set it in front of Ben with a fond smile. "Ben, would you like some candy?"

His eyes lit up instantly. "Now we're talking!" he exclaimed, scooping one up without hesitation. He popped the small brown piece into his mouth and started to chew—only for his expression to shift almost immediately.

He froze, grimaced, then spat it back into a napkin. "UGH! Coffee? As a candy?! Is this some kind of joke?" he spluttered, glaring at the offending treat.

Many in the guild chuckled at his overreaction, but a few frowned curiously.

"Coffee… candy?" Wendy asked, wrinkling her nose. "Why would anyone want that?"

"Good question," Erza said, grimacing. "Candy should be sweet, not bitter."

Ben pushed back from the table. "I need to use the bathroom!" he declared, hopping up and bolting down the hall.

He slammed the bathroom door shut behind him and leaned against it with a dramatic groan. "It's 'Attack of the Old People'! I gotta get out of here."

He rubbed his forehead, then glanced down at the glowing Omnitrix on his wrist. A sly grin tugged at his lips. He twisted the dial, clearly cooking up an escape plan.

Erza crossed her arms, her voice firm. "Such disrespect. To treat time with one's family as an 'attack'… That is ungrateful."

Mirajane nodded sadly. "There will come a day when those moments are gone forever. He'll wish he appreciated them more."

Lucy sighed, her expression soft. "Yeah…" She didn't get to spend much time with her mother before she passed. Though her father was still alive, their relationship was…complicated, to say the least. This clip reminded her that maybe she should try to restore it while he was still alive.

Wendy's shoulders slumped. "That's so true… family time is precious." Her thoughts shifted to Cait Shelter. Even though it wasn't a real guild, it was real to her.

Sensing her sadness, Ben immediately laid a comforting hand on her shoulder.

Makarov was voice low. "The child's impatience is understandable, but one must learn gratitude before it's too late."

Cana shrugged with a crooked smile. "He's a brat, but he'll figure it out. Kids always do… eventually."

Gray leaned back, arms crossed. "Still doesn't excuse him whining about it non-stop. He's got no idea how lucky he is." After all, unlike others in the guild, Ben still had his family—even though they were currently in another universe.

Ben groaned, running a hand down his face. "Okay, okay, I get it. I was being a total brat. You don't have to rub it in."

Natsu grinned. "Don't worry, we'll rub it in anyway!"

Several in the guild laughed at the pink-haired wizard's comment.

The screen shifted into the familiar void of the Omnitrix transformation. Young Ben's body spun in darkness as his form shifted unnaturally. His frame thinned, bones visible beneath grey, cloth-like skin. His eyes melted into black voids before the camera zoomed close on his face—where a single, sideways pink eye snapped open along a vertical line.

The camera pulled back to reveal a gaunt, phantom-like figure, its head featureless aside from the eerie eye, its entire body wrapped in spectral, cloth-like flesh.

The wizards who hadn't seen Ghostfreak looked startled.

Macao's eyes widened. "The kid's got a ghost form!?"

"Creepy," Wakaba muttered. "Seriously creepy."

"Yeesh," Cana shuddered. "That's the kind of thing that crawls out of nightmares."

"Whoa…" Natsu leaned forward with a grin. "That's awesome!"

Wendy whimpered softly. "I-I don't like it… it's too scary-looking."

Ben patted her shoulder. "It's alright…"

Levy adjusted her glasses. "Wait a second—hold on. That makes it all ten, right? We've officially seen all of Ben's original aliens now!"

"Yeah!" Natsu grinned. "Heatblast, XLR8, Diamondhead, Four Arms—"

"—Grey Matter, Ripjaws, Wildmutt, Stinkfly, Upgrade…" Lucy listed, ticking them off her fingers. Her eyes flicked back to the screen, pale. "And now this one."

"Ghostfreak," Ben confirmed grimly. "Yeah… he's the last of the original ten."

He frowned, recalling the whole fiasco with this transformation. It was still unnerving eight years later. Even though he could change into an Ectonurite without any issues nowadays, he still felt creeped out when changing into one.

Ghostfreak became invisible and drifted silently through the bathroom wall. He hovered unseen for a moment, then vanished entirely, cloaked in invisibility.

Meanwhile, in the living room, Vera was proudly showing Gwen yet another item from her collection—this time a large, glossy conch shell. She placed it gently into her niece's hands.

"And this one is a Valentiana," she explained warmly. "Can you hear the ocean?"

Gwen pressed the shell against her ear, smiling faintly as she listened.

But then—

"Loser…" a warped voice whispered from the shell.

Gwen's eyes widened, her smile faltering as her head jerked up.

"Loooooser…!" the voice hissed louder, echoing through the air before breaking into a high, chilling cackle.

Ghostfreak shimmered into visibility directly in front of her, his one eerie eye glowing as his cloth-like body rippled.

Many in the guild burst into laughter.

"Hah! Nice one!" Wakaba barked.

Even Gray cracked a grin. "Okay, that's actually kind of funny."

Lucy shook her head. "Poor Gwen. I would've jumped out of my skin."

"Harmless prank," Gajeel said with a smirk.

Levy giggled behind her hand. "That was so unnecessary, but… I can't lie, it was funny."

Carla sniffed disapprovingly. "Immature."

On screen, Gwen glanced back quickly toward Max and Vera, who were still chatting animatedly and hadn't noticed anything. Her voice dropped low. "Ben?" she whispered, eyes narrowing.

"See ya, wouldn't wanna be ya!" Ghostfreak jeered with a cheeky wave, his distorted voice trailing off as he phased back through the wall and out of the house entirely.


Now outside, Ghostfreak drifted across the yard, his form blending seamlessly with the shadows of the desert evening. He scanned the rows of houses and quiet lawns, his eerie eye glowing faintly.

"There has to be something fun to do around here…" he muttered with a dramatic groan.

Then, movement caught his attention—a shiny golf cart parked beside a driveway. Ghostfreak's purple eye widened.

"Hello!" he exclaimed with glee.

Moments later, the cart sputtered to life, jerking down the street with no visible driver. People on the sidewalk turned their heads, gasping and murmuring in confusion as the vehicle zipped by, seemingly haunted.

"What the heck is that?" Gray asked, raising a brow.

"A golf cart," Ben explained. "It's like a really small car people use to get around places like retirement villages, golf courses… spots where they don't need a full automobile."

Lucy tilted her head. "So it's basically a tiny, slow car?"

"Pretty much," Ben said with a shrug. "It's not meant for highways or anything."

"Wait, wait, wait," Cana cut in, pointing. "Are you telling me you just stole some old person's cart?"

"Borrowed," Ben corrected quickly, holding up his hands. "I borrowed it. I would've returned it later."

"Still wrong," Erza scolded immediately, her eyes narrowing. "Property is not to be taken without permission."

"Yeah, but…" Ben rubbed his face with a groan. "C'mon, that's rich coming from this guild. You guys have destroyed entire buildings without asking first!"

The guild hall went quiet for a moment—then several wizards flushed, looking away guiltily.

Gray muttered, "He's got us there."

Natsu laughed nervously. "Y-Yeah, but that's… totally different!"

"Different how?" Gajeel smirked, clearly enjoying the hypocrisy being pointed out.

Makarov sighed, though his lips twitched. "Perhaps… the boy has a point."

Levy giggled into her hand. "I mean, he's not wrong. Our tab for repairs is… substantial."

Ghostfreak swerved the golf cart to a stop, drifting through the air as a delicious smell wafted by. His eerie eye brightened, and he floated toward the source, inhaling deeply.

"Apple pie!" he exclaimed, spotting a golden-brown dessert perched perfectly on a windowsill, steam curling up from its crust as it cooled.

"Apple pie!" Natsu shouted, throwing his hands up. "Best summer food ever!"

"Aye!" Happy agreed, flapping his wings with glee. "Especially with fish!"

Gray groaned. "Fish doesn't belong anywhere near pie."

"Fish belongs everywhere!" Happy countered.

Lucy sighed. "Here we go again…"

But before Ghostfreak could snatch the dessert, the camera panned inside the house. An old woman shuffled across the room, clutching a flyswatter in both hands.

"Ohhh no," Wendy whispered nervously. "She's gonna catch him, isn't she?"

The buzzing insect danced out of reach, darting higher until it perched upside down on the ceiling. The old woman swatted uselessly, shaking her head.

Then, impossibly, she crouched—sprang upward—and clung to the ceiling like a spider.

The guild gasped in unison.

The woman opened her mouth wide and snapped the fly right off the ceiling, chewing with a loud crunch.

"WHAT THE HELL?!" Gray shouted, pointing at the screen.

"EWWWW!" Lucy shrieked, clutching her stomach. "That's so gross!"

"Ugh!" Cana gagged, covering her mouth. "That's just disgusting!"

Even Natsu froze, his pie enthusiasm snuffed out. "…Okay, maybe not hungry anymore."

Happy's ears drooped. "Not me either…"

Levy's eyes widened in realization. "It has to be that green blob! Just like with Marty! It's controlling them—making them do things normal people can't!"

Wendy shivered, scooting closer to Ben. "So… the whole neighborhood might already be infected?"

Carla's tail flicked sharply. "It certainly looks that way. This place is crawling with those parasites."

Makarov's expression hardened. "This is no retirement village. It's a nest."

Ghostfreak flinched back, his single eye widening as the old woman scuttled across the ceiling like an insect. When she finally dropped back down with a thud, her neck gave an audible crack—eerily similar to Marty's earlier display.

"Eugh! No way! Ninja old people!" Ghostfreak blurted.

Several in the guild hall laughed.

"Appropriate reaction," Gray admitted, smirking.

"Honestly, same," Cana snickered. "What else do you call that?!"

Ghostfreak floated away from the window. He drifted back into the neighborhood shadows, but froze when a familiar figure caught his eye. Marty.

The old man was driving the golf cart Ben had abandoned, and balanced on the back was a long, rolled-up rug. His face remained oddly blank, eyes fixed straight ahead as the cart rattled down the street.

"Wait, wait, wait—why's he carrying a rug?!" Lucy asked, her voice tight with unease.

"A rolled-up rug," Cana echoed, brows furrowing. "That's… suspicious."

Ben's tone dropped lower, more serious than usual. "It's… one way people hide a body without attracting attention. Put it in a rug, roll it up, haul it away like it's just furniture."

Several wizards gasped.

"A BODY?!" Wendy cried, her hands flying to her mouth.

"No way…" Gray muttered, eyes narrowing. "You're saying Marty—the real Marty—could be in there?"

"Dark," Gajeel said bluntly.

"Unforgivable," Erza snapped, her fists tightening on the table. "Desecrating an innocent man like that—disgusting!"

Mirajane's eyes softened with sorrow. "Oh, that poor man… if that's true…"

As the cart passed by the fly lady's house, the automatic sprinkler system sputtered to life, spraying water across the lawn.

The instant the droplets hit the air, Marty panicked. His eyes widened, and he jerked the wheel violently, swerving the cart in a wide arc to avoid the spray. His forehead gleamed with sweat as he sped away, white-knuckled on the steering wheel.

Juvia, quiet until now, suddenly leaned forward. "Juvia noticed… fake-Marty avoided the water from the sprinklers. He swerved deliberately to escape it."

Ben gave her a nod of approval. "Good eye, Juvia. That's actually really important. You'll see why later."

Juvia sighed happily from Ben praising her.

"Wonder what 'Mr. Friendly' is up to..." Ghostfreak pondered.

"Niiin-jaaa…Mode!" Natsu jumped on top of the bench-table, tugging his scarf up to cover everything but his eyes. He crouched dramatically, trying—and failing—to look mysterious.

This broke the tension and allowed several wizards to laugh and smile.


The scene shifted again, following the rattling golf cart until it came to a stop at a gated dumpster site on the edge of the retirement village. Rusted metal fences surrounded the area, with several oversized trash bins lined neatly inside.

Marty climbed out of the driver's seat, the rolled-up rug still slung across his back. With surprising ease, he hefted it into his arms and approached the tall gate.

Then—his legs began to stretch. Bones and joints elongated grotesquely, his body rising far higher than any human could reach. With one smooth, unnatural motion, he vaulted both himself and the rug up and over the fence.

"That's not human!" Lucy gasped.

"No kidding!" Gray snapped. "No way someone can move like that without magic!"

Wendy's hands flew to her mouth. "S-So the blob… it really did take his shape!"

"Ewwww," Happy whimpered, covering his eyes.

On screen, Ghostfreak recoiled in disgust, his eerie eye narrowing. "This place just keeps getting weirder by the minute," the alien muttered, clearly rattled by what he'd just seen.

He floated forward, ignoring the locked gate entirely as he phased straight through it.

Inside, Marty wasted no time. He trudged across the gravel, set the rug down, and pushed one of the massive dumpsters aside with surprising strength.

Beneath it, hidden from view, was a trapdoor set into the earth. The disguised old man pried it open, revealing a dark passage leading below.

The guild went quiet for a beat.

"Wait, wait, wait…" Cana muttered, pointing. "Are they seriously stashing the bodies under the dumpster?"

"That… actually makes sense," Gajeel said with a grim nod. "Trash already stinks. You hide corpses there, nobody notices the smell."

"G-Gajeel!" Levy squeaked, horrified.

"What? It's true." He shrugged.

Lucy shuddered. "Ugh, I didn't need to think about that…"

Wendy whimpered softly. "That's so awful… poor Marty…"

"Creepy slime monsters being smart about covering their tracks," Gray muttered. "Yeah, that's not terrifying at all."

As he opened the trapdoor, the distinct deet-deet-deet-deet—DING! filled the guild hall.

"Ughhh, again?!" Gray groaned, running a hand down his face.

"Worst timing ever!" Cana's brows furrowed.

"Boo!" Natsu shouted at the screen. "Stay a ghost, dummy!"

Even Erza sighed, shaking her head. "The device always seems to fail him at the most inopportune moment."

Ben dropped his head into his hands with a long, theatrical groan. "That sound still haunts my dreams sometimes. You have no idea how many times it timed out at the worst possible moment."

The flash of red light and sudden noise caught Marty's attention. His movements stilled.

Then, impossibly, his head turned.

Not just a glance over the shoulder—his entire head rotated a full 180 degrees, bones cracking as his face twisted backward to stare directly at Ben.

Ben gasped, stumbling back in horror.

"GAHHHHH!" Lucy shrieked, clapping her hands over her eyes.

"E-Everything about that is WRONG!" Wendy cried.

"Creepy creepy creepy creepy!" Happy chanted, hiding behind Natsu's back.

Gray flinched, his smirk gone. "Okay… yeah, that's nightmare fuel."

Cana shivered despite herself. "That's not even funny gross. That's straight-up horror stuff."

Marty let go of the trapdoor and rug, his grotesquely twisted head finally followed by the rest of his body. He spun fully toward Ben, his face contorting before he let out a guttural roar.

Ben's eyes widened in terror. "Aaaaahhh!" he screamed, stumbling back.

"RUN!" nearly everyone in the guild hall shouted at once, voices overlapping in alarm.

Ben froze, body locked in shock as Marty lunged forward. The creature's elongated arms shot out, snaring him in a vice-like grip. Ben writhed desperately, his face twisted with panic. At the last second, he managed to squirm free, slipping from the old man's grasp and bolting for the gate.

He scrambled up the chain link fence, fingers clawing against the metal. Behind him, Marty's legs stretched grotesquely, lifting him higher and higher until he simply strode over the gate like it was a small step.

"Thank goodness," Juvia breathed, hands clasped tightly to her chest. "Juvia is relieved Young Ben managed to escape…"

Gajeel scowled, leaning forward. "Don't celebrate yet. That thing can stretch and it's probably packing way more strength than it looks. Kid needs to keep his distance."

Wendy whimpered softly. "Please, just get away…"

Ben vaulted into the golf cart, jamming his foot down on the pedal. The small vehicle sputtered forward, rattling noisily as it rolled down the street.

Behind him, Marty gave chase. Despite being on foot, his elongated strides ate up the distance rapidly. The warped imitation of an old man was catching up—fast.

Ben glanced back, his voice high with panic. "Uhh, I didn't see your face suddenly pop on the back of your head, I swear!" he babbled, trying to sound innocent even as his hands shook on the wheel.

He snapped his eyes forward again, muttering frantically. "What kinda vitamins are these freaky old people taking?!"

"Now's not the time to be cracking jokes!" Lucy scolded, half-panicked herself.

"Perhaps his humor is a coping mechanism," Mirajane suggested gently. "He must be terrified."

Ben gave a nervous laugh. "Yeah… trust me, I was scared out of my mind back then. The jokes were just me trying to stop myself from losing it."

Juvia leaned a little closer. "Juvia is sorry you had to go through that," she said softly, her voice full of sympathy. "It must have been so stressful, never knowing when your power would give out. Still," she added with a faint smile, "Juvia thinks you handled it very well. Even if the Omnitrix betrayed you, you always tried your best."

A faint flush crept onto Ben's cheeks, feeling his heart flutter. "Thanks, Juvia. That means a lot." He smiled.

On screen, the golf cart rattled down the street, Ben hunched over the wheel. He pressed the pedal all the way to the floor, his eyes darting nervously to the dashboard.

To his horror, the gauge dipped lower… and lower… until it ticked dangerously close to 0.

"Come on, come on!" Ben pleaded, shaking the wheel as though that would make the cart go faster.

"Why won't the stupid thing go faster?!" Natsu shouted, frustrated.

Ben groaned. "Because the battery was dying. Also, those carts usually max out at around 15 miles per hour anyway. They're not built for speed."

"Most people could run faster than that." Gajeel commented.

Gray snorted. "Great. He's in a race for his life in a glorified toy car."

Marty closed the distance with horrifying speed. His elongated arms shot forward, stretching unnaturally until his claw-like fingers latched onto the two front bars of the cart.

The entire vehicle jerked to a halt, tires screeching as Marty's monstrous strength dragged it backward toward him.

"Let me go!" Ben shouted, his voice cracking as he wrestled with the wheel.

Marty's only answer was a violent hiss, his warped face twisting as his grip tightened.

"Leave him alone!" Juvia cried out suddenly. Her eyes flashed with anger, her voice trembling.

Several heads turned her way in surprise at her outburst.

Ben offered her a small, calming smile. "Hey—it's okay, Juvia. I got out of this one. Scary as it was, I survived… Obviously."

She relaxed slightly, though her fists stayed clenched. "…Juvia still hates that she couldn't help back then."

"You're helping now," Ben said gently. "Just by caring."

Juvia blinked at him, her cheeks coloring faintly before she looked away.

Cana smirked, sipping her drink. "Aw, look at that. She's gonna be his number one fan."

Marty dragged the cart closer, the sound of tires screeching on the pavement.

"Kid's really in a tough spot," Wakaba noted seriously.

"No kidding. Yo Ben!" Macao called out. "Why'd your watch even time out like that? Does it run out of power or something?"

Ben rubbed his neck, wincing. "Originally? The time limit was there to stop me from being taken over by the aliens inside the Omnitrix. Azmuth—the creator—was worried about the wielder losing control."

Levy's eyes widened. "So… it was like a safeguard?"

"Yeah," Ben nodded. "Later, when Azmuth updated it so the alien instincts couldn't just take over, he still kept the limit in place. It was to make me train smarter with each form instead of relying too much on one. Basically, he didn't trust me enough for full Master Control yet."

Erza frowned. "A harsh method of training."

"Still sounds like a pain," Gray muttered.

"Biggest understatement of my life," Ben sighed.

As Young Ben tried to escape, he noticed a bag of golf clubs in the back. He yanked one out with a grunt, raising it high. "Fore!" he shouted, swinging with all his might at Marty's elongated arm.

The club connected—then sliced clean through.

Instead of blood or bone, the limb seemed to part like thick liquid, the severed end wobbling before slumping wetly onto the pavement.

Marty screeched, recoiling as his balance faltered. The shock was just enough for his grip to falter. The golf cart lurched forward again, wheels squealing as Ben sped off down the street.

The guild hall erupted.

"His arm just—came off?!" Lucy squealed, clutching her stomach. "That's so gross!"

"It went through like butter," Gray muttered, wide-eyed.

Wendy's hands flew to her chest. "It… it reminds me of when Juvia uses her Water Body spell. The way she lets attacks pass through her…"

Juvia blinked in surprise, then nodded slowly. "Yes… Juvia sees it too. That creature's body behaves in a similar way."

Levy scribbled furiously in her notes. "It's both a strength and a weakness! That fluidity makes it so elastic and versatile… but there's little structural integrity holding it together!"

"Yeah, but don't count it out yet," Gajeel warned darkly. "Things like that usually don't stay down."

Young Ben's relief was short-lived. The cart steadied, wheels humming as it gained momentum—when suddenly a thud rattled the roof above him.

His eyes darted upward in terror. Marty's twisted figure crouched on the roof, limbs bending grotesquely as he clung like a monstrous spider.

"See?" Juvia said grimly, pointing to the screen. "Like with Juvia's water body, it can reform and recover. The blow only slowed it down."

Her hands clenched into fists. "Juvia hopes Ben realizes the weakness soon…"

Erza's eyes narrowed, her tone decisive. "If it is water-like, then evaporation or purification may harm it as well."

"Yeah, but he doesn't exactly have a bucket of fire handy," Gray muttered.

Natsu smirked, cracking his knuckles. "If I were there, I'd roast that thing till it boiled!"

"Somehow I doubt boiling slime is pleasant for anyone nearby," Cana said dryly.

Marty's warped limbs snaked down from the roof of the cart, his fingers stretching toward the terrified boy.

"No!" Ben shouted, jerking the wheel wildly. His hands slipped, and the cart veered off-course—straight over a raised speed bump.

The vehicle launched into the air with a sickening jolt before crashing down onto someone's front lawn, the frame groaning as it skidded to a halt.

Ben coughed, dazed, pulling himself out from the wreckage—only to freeze in horror.

Marty was already standing, his body twisted at grotesque angles as he cracked his arm and neck back into place with audible pops. Then, with his inhuman stride, he extended his arms across the grass, snaring Ben by the shoulders and dragging him back toward his gaping maw.

Ben frantically tried twisting the dial on the Omnitrix. But the device buzzed in denial. Still recharging.

The guild hall filled with panic.

"Recharge already, damn it!" Gray shouted, gripping the edge of the table.

"Please, please, work!" Wendy begged, tears welling in her eyes.

Lucy pressed her hands together tightly. "He doesn't stand a chance like this—come on, stupid watch!"

"Juvia wishes she could be there!" Juvia cried. "She would spray this blob-monster with her strongest water spell until it dissolved into nothing!"

While it wasn't the spell of an angry rain woman, salvation did come.

The lawn's sprinkler system sputtered to life, shooting jets of water in an arc across the grass.

The moment droplets splashed Marty's skin, he shrieked in pain. His twisted limbs recoiled as smoke hissed from where the water struck. With a violent hiss, he dropped Ben instantly and staggered back, retreating across the lawn before breaking into a full sprint, vanishing into the shadows.

Ben collapsed on the grass, panting, his clothes soaked but intact.

"Okay… what just happened here?" he gasped, staring up at the sky in disbelief.

The guild exhaled all at once.

"That was too damn close!" Cana threw her head back.

"Thank goodness," Wendy sighed in relief, her shoulders slumping.

Erza crossed her arms. "Ben's seen water hurts them. He must use that knowledge. It could be the key to defeating them all."

"Still…" Lucy frowned. "He needs to find Max and Gwen now. Hopefully they'll believe him this time around."

"Yeah, but he better hurry," Gray muttered. "The longer they wait, the more of those blob-people might show up."

"Either way," Natsu said with a toothy grin, "I wanna see him blast those creepy old people into puddles!"


The screen shifted back to Vera's cozy home, the desert sky outside glowing orange as the sun sank low.

The door burst open, and Ben dashed inside, his face pale with panic. "Grandpa! Gwen!" he shouted, his voice echoing through the halls.

Max quickly appeared from the hallway, finger pressed to his lips. "Shhh! Your Aunt Vera's in bed!" he hissed quietly.

"Seriously? It's like only 6:30," Ben whispered back incredulously.

The guild chuckled.

"Okay, that I get," Jet said, snorting. "My old man used to crash before the sun even set. Drove me nuts."

"Yeah," Droy admitted. "My mom used to do that too when she was tired. Guess it's not that unusual."

"Mine too," Levy said with a small nod. "Early bedtime."

Makarov cleared his throat, puffing his chest out. "Hmph! For the record, I also retire early sometimes. Not because I'm 'old'—" he glared half-heartedly at the younger wizards, "—but because of the stress of managing this guild!"

The hall erupted with laughter.

"Sure, Master," Gray smirked. "Whatever helps you sleep at night."

"Literally," Natsu added, grinning.

Back on screen, Ben waved his hands frantically. "Nevermind that. Listen, this whole place is way creepier than I thought!" He launched into a frantic explanation. "First, this old lady runs up a wall and then munches a fly! Then Marty—y'know, that weird next door neighbor—he's an E.T. or something! With a face on the back of his head, and these long sticky arms, and this body that just oozed right through a gate and—!"

The guild sweat-dropped at Ben's attempt to explain.

"He sounds hysterical," Erza said, frowning. "Even if he's telling the truth, it may be difficult for them to believe him in this state."

"Yeah," Levy added. "People dismiss frantic speech—it sounds like exaggeration."

Gwen crossed her arms, glaring at her cousin. "Ben, you snuck out. Aunt Vera was hurt!" she scolded, her tone sharp.

"Are you kidding me?!" Gray shouted. "He just told you about old people crawling on ceilings and eating bugs, and that's what you're worried about?!"

"Exactly!" Lucy added, eyes wide. "Did she not hear the part about faces popping out of the back of people's heads?!"

"Ben," Cana called out, "you should've told them about the rug and the body that was probably in it."

Ben lifted his hands defensively. "Hey, hey—I was getting to that part before Gwen cut me off, alright?!"

Levy frowned. "Wait… didn't he say Marty oozed through the gate? I thought we saw him stretch over it."

"It doesn't matter," Erza cut in firmly, arms folded. "Whether stretching or oozing, no normal person can do that. It's an unnatural ability either way."

"Exactly," Gajeel muttered. "Point is, that ain't human."

Ben waved his hands dismissively. "Ah, she's old, she'll forget," he said with a shrug.

"Don't be such a jerk!" Lucy snapped, glaring at the boy on the screen. "That's your great-aunt you're talking about!"

"Seriously," Wendy agreed, frowning. "She didn't deserve that."

"Especially when his grandfather is right there," Mirajane added, her smile gone. "That's so disrespectful."

Makarov huffed, beard bristling. "Old people aren't as forgetful as that boy thinks."

"Tell that to Master," Cana smirked.

Makarov's face turned red. "W-Watch your tongue, girl!"

Ben continued. "Okay, I say I go Four Arms and we check out Marty's apartment!" he declared, already reaching for the Omnitrix.

Max held up a hand firmly. "Well, maybe we should do some investigating," he said evenly, "but you stay as you are!"

He leaned in slightly, lowering his voice into a raspy drawl. "Us old fogeys don't forget as much as ya think!" Then he winked at them before shuffling out of the room.

The guild hall chuckled.

Makarov puffed his chest proudly. "Hmph! Well said, Max. Well said."

Gwen crossed her arms, her expression flat. "You know, ever since you've had that watch, you're like a magnet for the weird," she told Ben.

Ben immediately snapped his body sideways with a dramatic motion, pointing both fingers at her as though he were literally a magnet being pulled. "You're right!" he exclaimed with a wide grin.

Gwen groaned, rolling her eyes. "Very funny."

Many in the guild chuckled at the exchange.

"That was cute," Mirajane said warmly. "I like it much better when they're playfully teasing instead of being mean to each other."

Even Erza allowed a small smile. "Yes. This form of banter is much healthier than their constant bickering."

Natsu and Gray gave Mirajane and Erza the side-eye. You two were just as bad at arguing when we were kids. Both simultaneously thought.


Max pushed the door to Marty's home open, peering inside. "Hello? Anyone home?" the retired Plumber called out.

"Wait, what?!" Gray shouted, throwing his hands up. "Why would you announce yourself?!"

"Yeah!" Cana chimed in, grinning. "Surprise is the first rule of snooping!"

"That's stupid," Natsu disagreed immediately, pounding a fist into his palm. "You don't sneak in—you just barge in and beat up the fake-Marty!"

Lucy groaned, rubbing her temples. "That's still breaking and entering, Natsu!"

"Worth it!" he shot back.

The trio stepped cautiously into the dark house. The room was eerily still, the pendulum of a grandfather clock ticking back and forth as they passed.

Suddenly, a dark shape lunged from the shadows!

Half the guild screamed, while the rest leapt to their feet shouting, "LOOK OUT!"

But then—Max flicked the light switch. The "attacker" was nothing more than a jacket draped over a coat rack, flapping in the breeze from an open window.

Several mages groaned in unison.

"Ughhh, really?!" Laki yelled, irritated. "I hate jump scares!"

"So does Juvia…" Juvia pressed a hand to her chest, breathing hard.

"Pffft!" Cana laughed, enjoying their reactions. "That one even made me jump."

"Jacket scare," Gray said flatly. "Lame."

Max glanced around casually. "Well, nothing here seems out of whack…" he said, brushing it off.

Ben immediately pointed to the floor, his voice sharp. "Except for what he rolled up in his rug—that was right here!"

The camera lingered on the faded outline of a rug on the floorboards, now conspicuously empty. Max frowned, puzzled by his grandson's insistence.

"See?!" Levy exclaimed, pointing at the screen. "Proof he was telling the truth!"

"Grandpa better start listening," Cana muttered. "Kid's been on the money this whole time."

Erza's expression hardened. "If they continue dismissing him, they risk all their lives."


The scene shifted back to Vera's house. The lights dimmed as the night settled in. Max gave both kids a reassuring smile.

"You two sleep well. I'll be in the guest room if you need me," he told them.

"Wait, that's it?!" Gray barked, throwing his hands up. "They're just calling it a night?!"

"Unbelievable," Erza said, her tone sharp with disapproval.

"Guess Max wasn't fully convinced," Cana shrugged, though her voice was laced with annoyance. "He probably thinks it's all imagination."

Ben spoke up. "I think Grandpa was just so excited to see his sister again after several years, he didn't put much stock into the idea of their being an alien operation going on in her community."

Lucy groaned. "Even so, he knows you weren't joking! How much more proof do he need?"

Levy sighed. "Maybe… without enough physical evidence, Max doesn't think he can act yet. He's cautious."

"Cautious is one thing," Gajeel grunted. "Letting your guard down in that creepy place is just dumb."

Ben's face scrunched up with frustration. "But, Grandpa—!"

Max held up a hand, his voice calm but firm. "There's nothing more we can do tonight. I'm going for an early walk in the morning, but once I'm back, we'll check things out again. Now get some rest."

The camera cut to Vera's bedroom, the older woman lying peacefully beneath her quilt.

But then… movement.

A glistening green blob slithered silently across the floorboards, creeping toward her bedside.

"No! Not Vera!" several guild voices cried out at once.

Vera stirred faintly in her sleep. Her limp arm slipped off the bed, dangling uselessly. The blob seized its chance, crawling up her arm like a snake.

Her eyes flickered open just as the slime lunged. In one swift motion, it wrapped around her mouth and eyes, muffling her cry and blinding her in seconds.

The sound of her muffled scream filled the room, choked off almost instantly.

The guild hall collectively winced, several wizards turning away.

Wendy gripped Ben's coat sleeve, her face pale. "She doesn't deserve this!"

"Damn it…" Natsu growled, his fists igniting. "If only we were there, we'd torch that thing before it even touched her!"

"Agreed," Erza said coldly, hand on her sword hilt. "It is infuriating being unable to intervene."


The morning sun lit up Vera's kitchen as Ben rummaged through the fridge. He peered inside, his face twisted in disgust.

"Prune juice, prune juice and—oh, what a surprise—more prune juice," he muttered before slamming the fridge shut. He turned to Gwen with a dramatic sigh. "Why does it seem old people were always old?"

Several people in the audience groaned, but no one commented. It's already been well established that Young Ben was a brat.

Gwen rolled her eyes, but before she could answer, her gaze flicked toward the doorway. "Morning, Aunt Vera! How'd you sleep?" she asked quickly.

The woman entered the kitchen, her floral robe brushing against the floor. She smiled faintly, but something about her was… off. Her eyes glimmered strangely, and her movements seemed stiffer than usual.

The guild murmured with unease.

"That's not Vera," Erza said coldly, her tone sharp with certainty.

"Yeah," Lucy agreed, shivering. "You can just tell something's wrong."

"Poor lady's already been taken," Mirajane whispered, her face clouded with sympathy.

"Just… fine. How 'bout you?" Vera asked in a flat tone, her smile twitching unnaturally.

Before Ben could respond, she lunged forward and violently grabbed his cheeks, pinching and shaking them side to side with surprising strength.

"Fine, Aunt Vera!" Ben yelped through the pain, his face squished comically between her hands.

Gwen quickly placed a tray on the counter. "I made you some coffee," she said politely, offering a mug alongside a glass of water.

But as she turned, her foot caught on the rug. The tray slipped—both mug and glass crashing to the floor, spilling liquid everywhere.

"Sorry!" Gwen gasped, kneeling to pick up the shards.

The water spread across the tile, creeping toward Vera's shoes.

The older woman's face snapped in panic. With an impossible motion, she leapt into a perfect split, bracing against both walls above the puddle.

"CLEAN IT UP! CLEAN IT UP RIGHT NOW!" she shrieked, her voice high and distorted with fear.

"These aliens sure suck at pretending to be human." Gray remarked.

"Seriously," Lucy agreed. "What kind of 'normal' person reacts like that?"

"They don't," Erza said firmly. "She's exposed herself."

Levy furrowed her brows. "If water is their weakness, then it makes sense they're hiding out in a desert. Low rainfall, fewer risks of exposure."

"Smart strategy," Gajeel admitted grudgingly.

"But reckless," Erza countered. "They cannot maintain the disguise under pressure."

"Gwen should be suspicious after this," Cana said, leaning forward. "If she's even a little sharp, she'll remember what Ben said and start putting the pieces together."

"Exactly," Wendy said, nodding. "This has to be the moment she believes him."

Both younger Tennysons stood frozen, wide-eyed at what they'd just witnessed. Gwen especially looked shaken.

"I-I'm sorry!" she stammered, her voice small, as she scrambled to clean up the water as fast as she could.

Once the last of the puddle was gone, Vera dropped lightly back onto the kitchen floor, her expression stiff and unnatural. She glanced toward the hallway.

"Where did your grandfather go?" she asked abruptly.

"He said he was going for an early walk," Gwen replied carefully.

"At least he's okay," Juvia sighed.

"For now…" Gajeel muttered darkly, crossing his arms.

Wendy bit her lip. "I hope Max doesn't run into any of them while he's alone…"

Vera hesitated for a moment, her face twitching faintly. "…Well, behave yourselves. I'll be back soon." With that, she turned and walked briskly out of the house.

The moment the door shut, Ben spun toward Gwen, eyes wide. "She's totally one of them!" he exclaimed.

"'One of' what?" Gwen asked, still doubtful, though her voice carried an edge of unease.

"Whatever's possessing these old people!" Ben declared, waving his arms. "Something—or someone's—gotten to Aunt Vera! And who knows how many of the fossils around here?!"

"Did he seriously just call them fossils?" Lucy said flatly.

"Yes, he did," Cana said with a laugh. "Kid's got guts, I'll give him that."

Makarov's forehead vein throbbed visibly, glaring at Ben. "Boy—you're lucky I wasn't there. If you'd called me or Vera a fossil, I'd have smacked you upside the head!"

Ben winced, hands raised. "Y-Yeah, fair. I was… a little mouthy back then."

"A little?" Erza echoed sternly.

Gray snorted. "Not the best choice of words when you're trying to convince someone you're serious."

"Still funny, though," Natsu said with a grin.

Happy wagged his tail. "Aye!"


Later, Ben and Gwen crept through narrow alleys and side streets, avoiding the open sidewalks.

"So, where we headed, Sherlock?" Gwen asked, adjusting the straps of the small backpack she'd brought along.

"Sherlock?" Wendy repeated, tilting her head. "Who's that?"

Ben looked at her. "Sherlock Holmes—famous fictional detective back in my world. Super smart guy, solves impossible mysteries."

Cana smirked. "So Gwen basically just called him a nerdy detective wannabe."

"Accurate," Gray muttered.

Ben suddenly pressed himself against the corner of a wall, yanking Gwen back with him. Two old folks shuffled down the street, their eyes oddly vacant.

"We need to get to that trapdoor by the dumpster," Ben whispered, eyes sharp. He held Gwen's arm until the strange pair had passed further down the road. Only then did he dash across the street, tugging her along with him.

"These aliens are definitely hiding something back there," Gajeel growled.

"Dead bodies?" Lucy asked with a wince. "I hope it's not like Gajeel said earlier…"

The scene cut to another part of town. Marty stood with another old man, both shifting uneasily on their feet. Their eyes darted about nervously as they waited.

"Is the food supply ready for transport?" a familiar voice called from the shadows.

From the darkness stepped Vera—her smile wrong, her body too stiff as she regarded the others with cold precision.

The guild erupted in shock.

"WHAT?!" Lucy screamed, her face paling. "No, no, no—don't tell me—!"

"They're… eating the old people?!" Wendy cried in horror, clutching Carla tightly.

"Monstrous!" Erza bellowed.

"Ew, ew, EW!" Happy yelped, his fur puffing out. "That's disgusting!"

Cana made a face. "This is straight nightmare fuel. Parasite goo AND cannibalism? Nope."

"Food supply… so that's it." Levy's eyes widened. "They're harvesting the elderly like livestock…"

"Unforgivable," Makarov said, his tone low and dangerous. "Such cruelty deserves only destruction."

Gajeel growled, his iron teeth clenched. "Figures. Slime freaks were up to something worse than just stealing bodies."

On screen, Fake-Marty straightened his posture, his voice oddly hollow as he spoke. "The pods are in the final stages of gestation," he reported grimly. His eyes narrowed. "What about the young ones?"

"Too chewy!" Fake-Vera replied with a sickly-sweet smile. "They need to age more before they get nice and tender…"

Many wizard shivered in disgust.

"That's so messed up!" Lucy gagged, hugging herself.

Makarov slammed the butt of his staff against the bar top with a crack. "To prey upon the old and weak in such a manner—despicable! These monsters disgrace even the word 'parasite'!"

Levy, pale but thinking fast, scribbled furiously. "Wait… if she said 'final stages of gestation,' then maybe… maybe those people are still alive. Like… incubating, being processed slowly…"

Wendy gasped, horrified. "So they're… trapped? Alive?!"

Gray shivered, his face tight. "Like slow-cooking something. That's even worse."

Fake-Marty raised a hand sharply. "I'm not talking about eating!" His voice dropped lower, more dangerous. "The boy suspects too much."

Fake-Vera smiled maliciously in response.

Many in the guild hall shivered at what was implied.


The kids crept down another alley until the tall fence of the dumpster site came into view.

"It's right over there!" Ben said with urgency, pointing ahead.

"Just follow the disgusting smell," Gwen muttered, pinching her nose with clear disgust.

They hurried along the path when, just ahead, two old ladies stood by a shuffleboard court. They looked harmless at first—giggling, sliding their pucks down the board.

But as Ben and Gwen passed, both women snapped their heads up. Their smiles twisted, yellowed teeth flashing sharply. Then they hissed, animal-like, and with sudden violence, they swung their sticks—sending the pucks rocketing toward the kids.

"Look out, you two!" Wendy cried, her hands clasped together tightly.

"If she had any doubt before, she definitely doesn't now." Gray remarked.

"DUCK!" Gwen screamed, dropping low as one puck whizzed over her head.

"RUN!" Ben echoed, diving to the side to avoid another before the two bolted away, legs pumping as more pucks slammed into the ground behind them.

They ducked behind a corner, panting hard as they tried to catch their breath. The sound of shuffleboard pucks clattering on the pavement slowly faded behind them.

Just then, footsteps approached. Max appeared at the end of the alley, his face calm.

"Guys, what's going on?" he asked, his eyes scanning the two shaken kids.

The guild hall let out a collective sigh of relief.

"Finally!" Lucy cried. "Max is here—they're safe now!"

"Yeah," Cana said, smirking. "The trio's back together. Time to kick slime butt."

Wendy nodded quickly. "With Max helping, they might actually stand a chance…"

But Gajeel narrowed his eyes. "Hold on. Something ain't right."

Gray glanced toward him. "What do you mean?"

"He should've seen the pucks flying around," Gajeel said darkly. "And his grandkids running for their lives? He should be concerned, not acting so damn calm."

Levy paled. "…He's right. That doesn't sound like Max at all."

Ben threw his arms wide, his voice high with panic. "They're everywhere!"

"I know!" Max declared—then bared his teeth, revealing them stained with glowing green.

His arm suddenly stretched outward, bones twisting grotesquely just like Marty's. "Come here, I'll protect ya!" he roared, lunging toward the kids.

The guild hall erupted in cries of dismay.

"NOOO!" Wendy wailed, covering her mouth.

"Not Max too?!" Lucy cried, horrified.

"Impossible…" Erza muttered, her eyes narrowing.

"Possible," Gray said grimly. "The kids really are on their own now."

Happy flailed his little paws. "He's a fake Max! A fake!"

"Let's get out of here!" Gwen shouted, terrified.

The two kids bolted, sprinting toward the nearest exit—only to skid to a halt.

In front of them stood Fake-Marty, Fake-Vera, and the other man they'd glimpsed earlier, all standing shoulder to shoulder. With unnatural ease, the three elderly figures hefted an entire car above their heads as though it weighed nothing.

Behind them, Fake-Max closed in, blocking off their retreat.

"They can lift cars too?!" Lucy gasped, her face pale.

"Not fair!" Elfman roared. "They can stretch themselves, regenerate, and have super-strength?! I mean, it's manly…but so… not manly!"

"Unbelievable…" Erza muttered, her eyes narrowing. "They're an amalgamation of horrors."

Gray clenched his fists. "Yeah, how the hell did they deal with this?"

"If only they'd figure out water is their weakness already," Cana sighed.

Juvia turned to her beloved. "Ben—did you not have Water Hazard at the time? If you had his powers—"

Ben shook his head, cutting her off. "No. I didn't get Water Hazard until about two years ago. Not counting Ripjaws, I didn't have a water-based aliens back then."

Juvia frowned, her hands curling into fists. "Then Juvia wishes she had been there. She would have drowned those imposters where they stood."

Ben gave her a wry smile. "Yeah, I believe it."

Young Ben's eyes went wide. "Ooh, this is not good!" he exclaimed just as the elderly imposters hurled the car at them.

The kids dove in opposite directions, barely avoiding being flattened. The car slammed into the ground with a thunderous crash.

"NO!" Gwen cried out as Fake-Max swiped for them, only for the car to smash down directly on top of him.

"Max…!" Wendy whispered, horrified.

"Wait, no…" Lucy stammered, shaking her head. "That's not really him…"

Erza nodded grimly. "Correct. It is merely a puppet of slime. The true Max must still be out there."

"Still, that was hard to watch," Cana muttered.

On screen, a wet splurt echoed as green slime seeped out from beneath the wreckage. The ooze slithered together, reshaping itself into Max's familiar form—but this time his left eye glowed an unnatural mix of bright green and orange.

The fake Max snarled as he advanced, joined by the others as they closed in on the children.

"Come on! The trapdoor!" Ben yelled.

Gwen bolted ahead, skidding to a stop by the dumpster site. She crouched low, tugging at the metal container, trying desperately to shove it aside. Behind her, Ben slammed his hand down on the Omnitrix.

The green light engulfed him, his form shifting into the hulking, feral form of Wildmutt.

The guild hall erupted.

"YES! Rip those slime bags apart!" Natsu cheered, punching the air.

"Aye!" Happy echoed, wings flapping excitedly. "Go, Wildmutt!"

"Why didn't you change sooner, though?" Cana asked, raising an eyebrow at Ben. "Kinda waited until the last second there."

"Trust me, I wanted to. But with the Omnitrix's time limit, I had to be careful. I only had about ten minutes per transformation back then, and I couldn't risk wasting it if we weren't cornered yet." Ben replied.

Gwen strained against the dumpster, her shoes squeaking against the pavement. It wouldn't budge an inch.

Wildmutt padded up beside her, growled low, then dug his claws into the metal. With one effortless heave, he lifted the entire dumpster and hurled it toward the advancing elders.

The imposters staggered, dodging back as the container smashed into the pavement, rattling loudly.

Wildmutt turned, slobber dripping from his jaws, and motioned urgently toward the revealed trapdoor.

"Got it!" Gwen shouted, catching his meaning instantly.

Behind her, Wildmutt panted.

Gwen glanced back at him with wide eyes. "That's scary," she muttered breathlessly. "I'm starting to speak mutt…"

Several in the guild burst out laughing.

"Hah! Nice one," Cana chuckled.

The fake elders staggered back to their feet, their faces twisted with inhuman fury as they sprinted after the children. Gwen yanked the trapdoor open, revealing a gaping pit that dropped straight into darkness.

With no time to think, Wildmutt crouched low, then bucked Gwen onto his back before leaping into the pit.

"Whoa!" Gwen cried out, clutching his fur tightly as they plummeted into the abyss.

The walls of rock rushed past them as Wildmutt dug his claws in, trying to slow their descent. Sparks and dust sprayed with each scrape, but the momentum was too great—they hit the ground with a bone-rattling thud.

Gwen groaned, scrambling off his back. "Does the expression 'look before you leap' mean anything to you?!" she snapped, exasperated.

"Honestly, that wasn't a bad move," Gray admitted. "Wildmutt doesn't need light—he can 'see' everything with his senses."

Levy nodded quickly. "Right! His smell probably give him a huge advantage down there."

"Good choice," Erza agreed, though her tone was grim. "Even if the fall was reckless."

Gwen's eyes darted upward. Her blood ran cold as she saw the imposters crawling down the vertical walls like spiders, their limbs stretching and bending unnaturally.

"Move it!" she shouted frantically.

Wildmutt barked, then bolted down a tunnel, his claws scrabbling against the stone.

The screen went black save for their blurred forms moving through the twisting passageways. Finally, Wildmutt skidded to a stop at a fork in the tunnels, the air thick with an acrid stench. Gwen slid off his back, catching her breath.

"These tunnels must go under the whole complex!" she realized, eyes wide.

The guild hall fell into uneasy silence.

"They dug all this?" Cana asked, her brows furrowing.

"How long have they been here?" Wendy whispered, her voice trembling.

"Months? Years?" Lucy said nervously. "Could they have really dug out a network this big overnight?"

Gajeel growled low. "Parasites don't just show up and stop."

Makarov's expression darkened. "If they've had time to make tunnels like that, they've been feeding for a long time."

The camera panned behind Gwen. From the shadows, a pair of sinister red eyes gleamed, narrowing as they fixed on her.

Wildmutt started sensing with his gills and made out the outline of 'Max', just as he tried to grab Gwen with his stretchy arms. The figure lunged, arms stretching unnaturally as they shot toward Gwen.

"No, Gwen!" Wendy cried.

Wildmutt leapt forward, fangs sinking into the stretchy limbs. With a powerful tug, he slammed the false Max into a wall. The doppelganger only staggered briefly before rising again, its body warping and rippling.

Wildmutt planted himself in front of Gwen, growling, hackles raised. He charged with brute force—only to be caught mid-run. The impostor snatched him by the neck and, with terrifying strength, flipped him backwards in a crushing suplex.

"Damn!" Gray blurted, eyes wide.

"No kidding." Elfman clenched his fists. "Slimy bastards are stronger than they look."

"They're slippery," Gajeel added, his lip curling. "You'd waste half your energy just trying to land a hit."

Wildmutt returned to his feet just as the Fake-Max advanced, fists flying, striking him repeatedly with brutal force. And yet, the beast only growled louder, his spines rising sharply along his back.

Then—with a guttural roar—Wildmutt surged forward, snapping his powerful jaws inches from the imposter's face before slamming his whole body into him. The shoulder-bash drove the doppelganger into the cave wall with a heavy crack.

Without hesitation, Wildmutt clamped down on one of the creature's arms and shook violently, whipping it back and forth like prey. With one final toss, he hurled the blob-creature across the cavern.

The guild hall erupted with cheers.

"Yeah! Tear him apart!" Elfman bellowed, fist pumping. "Show that fake who's the man!"

Natsu grinned wide. "Rip him to shreds!"

"Second wind for the win!" Gray added, unable to hide a grin.

Wildmutt charged the downed imposter, claws out and ready to finish the fight.

But the creature's left eye shimmered, morphing back into the familiar gaze of the real Max.

"You wouldn't wanna hurt old Grandpa Max, now would ya?" the imposter said sweetly, his tone dripping with false innocence.

Wildmutt froze, his spines lowering as the image of his beloved grandfather flashed in his mind.

His hesitation was enough.

The fake Max lashed out with a sudden kick, knocking Wildmutt sprawling. In an instant, the creature twisted and snapped its form back into fighting stance.

"Cowardly trick!" Elfman roared, slamming his fist into the table hard enough to crack it. "That ain't fighting like a man!"

"Damn slime monsters," Gajeel growled low, teeth bared. "Turning family into weapons? Dirty move."

Wendy looked stricken. "That's not fair at all…"

Cana's expression soured. "Fair? These things are here to eat people, not play by rules."

Carla flicked her tail sharply. "Indeed. Expecting honor from such creatures is folly."

Gwen then climbed up onto Wildmutt's back.

"Hey, 'short, dumb, and hairy'?" she called out. "Rule 1: he's not Grandpa, he's an alien freak! And that leads to Rule 2—which is we kick alien butt!"

The guild erupted with applause and cheers.

"Now that's the spirit!" Cana whooped, raising her mug.

Erza said approvingly. "I really love her spirit."

Lucy clapped her hands together. "Go Gwen!"

Even Gajeel smirked. "Brat's got more bite than Ben half the time."

Wildmutt let out a vicious roar, Gwen's words giving him the push he needed. He barreled forward with feral rage, slamming into the Fake-Max with such force that the imposter was crushed into a cavern wall. Rocks cascaded down from above, tumbling and crashing, until the blob-creature was buried beneath a mound of stone.

The guild's reaction was mixed.

"Yeah! That's what I'm talking about!" Elfman bellowed, fist pumping. "That's how you finish a fight like a real man!"

"Crushed him flat," Natsu cackled. "No way he's getting up from that!"

Gray, however, frowned. "Eh… not so sure. Those things are made of slime, right? What's to stop it from oozing through the cracks?"

Levy nodded. "Exactly. Their bodies aren't solid. If even part of it slips free, it could reform."

Cana shrugged. "Either way, buying time is good enough."

Wildmutt stiffened suddenly, hackles raised as his gills picked up something new.

"What?" Gwen asked, alarm in her voice.

Without warning, Wildmutt bolted forward at full speed, Gwen clinging desperately to his back.

"Whoa! You don't come with seatbelts, remember?!" she shouted, bouncing along with the beast's stride.

That got a ripple of laughter from the guild hall.

Wildmutt raced forward, Gwen clinging tightly to his back. But then—the Omnitrix on his shoulder piece started flashing red. A harsh beeping cut through the tension.

The guild collectively groaned.

"Not now!" Lucy cried, throwing her hands up. "That's the worst timing!"

"Seriously, does that thing ever stay charged when you need it most?" Gray muttered.

Natsu scowled. "Tch. Stupid watch."

"Yeah, yeah, we all hate that sound," Cana interrupted, taking a swig. "Move it along."

Gwen spotted what was coming. "Look out!" she cried.

Wildmutt leapt at the last second, crashing through a wall of rotting wooden boards overgrown with moss. The two tumbled forward just as the transformation ended in a flash of green light. Ben skidded across the ground, back in human form, groaning.

The guild let out a collective sigh of relief, though no one spoke.

Gwen got to her feet, brushing herself off. "Hey, freakshow! What do I look like, a crash test dummy?!" she snapped, glaring at her cousin.

Ben scrambled up as well. "Listen, I don't know what it is, but I picked up some kind of scent in here."

The guild murmured uneasily.

"What could it be?" Levy asked, brow furrowed. "Wildmutt must've detected something specific."

"Hopefully not a nest…" Lucy muttered, shivering. "That Fake-Marty mentioned something about 'gestation,' didn't he?"

Wendy hugged Ben's arm, who comforted her. "G-gestation? Like… they're breeding?"

Carla's tail flicked sharply. "If so, this situation has already escalated beyond control."

Gajeel growled. "A whole nest of those slime creeps? Great. Just what this kid needs."

"Better him than us," Cana muttered, though her frown betrayed her unease.

Even Erza's jaw tightened. "If there is a nest, then their mission here will be far more dangerous than anticipated."

Ben and Gwen crept deeper into the tunnel, their footsteps echoing faintly against the stone. After a few tense minutes, the narrow passage widened—and they both froze in awe.

The cavern opened into an enormous chamber. In the center stood a massive, organic-looking spaceship, its surface pulsing faintly with green light. All around the floor were lined with small green bulbous pods.

They moved cautiously among them, eyes darting nervously.

"It's like everyone in Retirement Village has been podded up!" Gwen exclaimed.

Inside one of the pods, Marty's unconscious body was visible, slumped but still breathing.

The guild let out a collective breath.

"So they're alive," Lucy sighed in relief. "Thank goodness."

"Yes," Mirajane agreed softly, hands pressed to her chest. "It's frightening, but at least the people aren't gone."

Cana nodded. "Better podded than eaten, I guess."

"Still a bad situation," Gray muttered, his arms folded.

Levy nodded. "At least we don't have to worry about an army of alien hatchlings. That's… something."

Carla flicked her tail. "Do not celebrate too soon. This is captivity, not safety."

Ben's eyes darted from pod to pod—until one made his heart stop.

"Grandpa!" he cried, rushing forward. He clawed at the slimy surface, tugging until cracks formed across its shell. With one final pull, the pod burst open, spilling Max's limp form onto the floor.

"Grandpa, wake up!" Ben pleaded, shaking his arm.

Max groaned, coughing as his eyes fluttered open. "Huh… I was out for a walk and then…" He rubbed his head. "Can't remember what happened next."

"They got him out!" Wendy said with relief, smiling brightly.

"Good," Erza said, her arms crossing. "With Max conscious again, the children have guidance once more."

Elfman pumped his fist. "Family reunited!"

Ben exhaled, his shoulders relaxing as he relived the memory. "Yeah… that was the moment I finally felt like things might be okay."

But Gray wasn't convinced. "Not if that watch of yours doesn't hurry up and recharge."

"Exactly," Lucy agreed, biting her lip. "If those things come back before the Omnitrix is ready, you'll have no powers to fight with."

Cana frowned. "Against an entire village worth of slime-monsters? That's not just bad—it's impossible."

Even Makarov's tone turned heavy. "The children are brave, but without magic or strength to rely on, this is perilous indeed."

Ben reached for the next pod, his hands braced against the slimy surface—when a voice rang out sharply.

"I wouldn't do that if I were you…!"

The trio spun around. Standing at the far end of the chamber was Fake-Vera. Alongside her was Fake-Marty and another elder, all three advancing slowly, smiles twisted unnaturally wide.

Ben clenched his fists. "Well, you're not me!"

"Not yet, I'm not!" "Marty" snapped back, his voice warping into a guttural hiss.

The three impostors shuddered violently, their human façades peeling away like wax melting from a candle. In their place emerged their true forms: revolting, semi-translucent bodies of green liquid, with sickly orange eyes floating in their heads and faintly glowing pink organs squirming within.

The guild hall erupted in reactions.

"Ughhh!" Lucy gagged, covering her mouth. "That's disgusting!"

"Revolting," Erza agreed, her expression hard.

"Gross," Gray grimaced. "And creepy as hell."

Cana tilted her mug. "Nope."

Wendy clung to Ben's arm, eyes wide. "Th-they're so scary…"

Even Natsu wrinkled his nose. "Yeesh. They look like snot monsters!"

Ben spoke up. "Yeah, they're gross, I know. Those things are called the Limax. Shape-shifting parasites. They can take over people and use their bodies like disguises."

Carla narrowed her eyes. "Parasites, as suspected. Disgusting."

"Limax, huh?" Levy repeated, jotting it down in her notebook. "So their whole strategy is infiltration and replacement. That makes sense."

"Sense or not, it's dirty," Elfman snapped, fists clenching. "Cowards hiding behind old folks' faces! Fight like men, damn it!"

Makarov stroked his beard grimly. "Dangerous foes indeed."

"You can fill me in later!" Max said quickly as he ushered Gwen and Ben backward, the three Tennysons retreating in unison.

As they moved, Gwen stumbled against the organic surface of the strange ship. Her hand pressed into it—and suddenly, glowing lines spread out like veins of light. A doorway irised open with a hiss, revealing the inside.

"Look what's back here!" Gwen exclaimed, her voice echoing in alarm.

Max's eyes widened. "Their ship!"

"How the hell did they get a ship under the retirement community without anyone noticing?" Gray asked, bewildered.

"Who cares?" Gajeel growled, glaring at the screen. "Point is, they did. Focus on the fight."

"Still…" Levy's brows furrowed. "The logistics are fascinating. Did they tunnel it here, or—"

"Levy," Erza cut her off sharply, eyes locked on the scene. "Not the time."

On screen, the Limax screeched angrily.

"They found it! We can't let them out!" one snarled.

"Get the pods on board—they've been marinating long enough!" another barked.

Max froze at the word, horror etching across his face. "'Marinating'?" he repeated, aghast.

The guild recoiled together.

"Ewww…" Lucy gagged, paling visibly. "That's so wrong…"

"That imagery…" Cana muttered, grimacing as she set her drink down. "Ugh, that's worse than the meat-jello."

Wendy shuddered. "They've been… soaking the villagers… like ingredients…"

"Damn parasites," Natsu growled, fists tightening. "They don't fight fair and they treat people like cattle. It really burns me up!"

Gwen peered into the ship's dim interior. Her gasp echoed as her eyes locked on a pod mounted along the wall.

"They've got Aunt Vera!" she cried, her voice breaking.

When the Omnitrix dial chirped and turned green, Ben immediately activated it and the core popped up.

"You guys really burn me up!" he snapped, slamming his palm down. In a burst of emerald light, his body ignited, flames roaring across his rocky skin—Heatblast stood ready, fire crackling from every joint.

Heatblast raised both arms, fire swirling at his fingertips. "Now, I'm going to return the favor!"

"Yesss!" Natsu shouted, leaping to his feet with a grin so wide it nearly split his face. "Time to roast those slime-bags!"

"Fire against goo," Cana mused. "Not a bad plan… if it works."

Gray shook his head. "I dunno. They're in a desert. We've already seen water is their weakness. Fire might not cut it."

He unleashed a massive wave of flames, engulfing the Limax in an inferno. Smoke and light filled the cavern, forcing Gwen to shield her face.

But when the flames cleared—

The Limax stood unharmed. Worse, their gooey bodies rippled and flowed together, merging into a single towering monstrosity. Its orange eyes glowed brighter than before, and its voice reverberated through the chamber.

"Whatever you are," it hissed, "you just made a terrible mistake. Us Limax live for the heat! Why do you think we came to the desert in the summer?"

The guild froze, stunned.

"...Oh crap," Natsu muttered, his grin vanishing instantly. His shoulders slumped. "So if I was there, I'd just… make 'em stronger?"

Gray smirked despite the danger. "Hah. Guess you finally found something fire's useless against."

"Shut up, ice cube!" Natsu barked.

Heatblast scowled and charged at the towering Limax, fists igniting. Without hesitation, he started hammering away at its gooey leg, punching over and over with fiery blows.

The creature didn't even flinch. Instead, it reached down, seized Heatblast by the arm, and slammed him into the ground—once, twice, then over and over like a rag doll.

"Hah!" Gray smirked. "Right now he's fighting exactly like Natsu—punch hard and throw fire at everything."

"Hey!" Natsu shot up defensively, flames sparking around his fists. "I can get creative when I want to!"

"Sure you can," Cana said with a snort. "Creative ways to set things on fire."

Meanwhile, Juvia pressed her hands together with a frown. "If only Juvia were there… She could wash those horrid creatures away in seconds."

Carla nodded approvingly. "Correct. These parasites have an obvious weakness, yet the boy lacks the proper means to exploit it."

Levy scribbled in her notes quickly. "So without an alien like Water Hazard in his roster yet, he has no natural counter to the Limax…"

"That's a problem," Lucy said, her eyes worried. "How's he supposed to beat something that feeds off fire?"

Cana sighed. "Kid's up against an army of slime, no water, no powers that'll work. This is looking bad."

"Too bad isn't an excuse," Erza said firmly, though even her voice carried a note of concern. "He must find a way."

As it held him down, its orange eyes flickered toward the back of the ship. Max and Gwen were dragging pods out of the chamber, struggling with the slimy weight.

The Limax's body rippled. With a grotesque shudder, two smaller blobs split off from its back, slithering across the floor toward them.

Wendy tugged on Ben's coat nervously. "They split up… those little ones are going after Gwen and Max!"

"That's bad," Lucy agreed, worry creasing her brow. "They don't have magic or any powers to defend themselves."

On screen, one of the smaller Limax lashed its arm at Gwen. She ducked just in time, the blow instead knocking her backpack to the ground. Its contents scattered—books, a notebook, pencils… and her water gun.

The two Limax froze mid-step. Their bulbous orange eyes locked onto the toy—and to Gwen's surprise, they recoiled in fear, slithering back rapidly.

Gwen's eyes lit up. She snatched the gun, aimed, and sprayed a stream of water straight through their gelatinous heads. Both creatures shrieked, their gooey bodies bubbling before collapsing into inert puddles on the cavern floor.

The guild hall erupted in cheers.

"Yes! Go Gwen!" Lucy shouted, clapping excitedly.

"Ha!" Cana slammed her mug down with a grin. "Smart girl—Who knew that toy from earlier would come in the clutch!"

Levy smiled. "A real-life Chekhov's Gun!"

Wendy beamed. "I knew Gwen would figure it out!"

"Still though," Gajeel's eyes narrowed. "Doubt the little water in that gun is gonna be enough."

Gwen gasped as the realization fully struck her. "They hate water!" she exclaimed. She looked toward Heatblast, still pinned by the larger Limax. "Aunt Vera, when she was in the kitchen!" she reminded him.

Heatblast's eyes widened as memories clicked into place. "Or Marty, when I was on the golf cart!" he realized.

The massive Limax growled, lifting him higher into the air. Heatblast spotted a corroded water pipe overhead and raised his fiery hands, blasting a stream of flame at it.

The alien shrieked and lashed at him in desperation. One gooey appendage shot forward, clawing toward Heatblast's face. Its slimy finger dug close to his eye socket, trying to bore inside.

The guild collectively cringed.

"That's nasty," Gray muttered, grimacing. "Straight for the eye?!"

"Ben," Juvia said worriedly. "That didn't hurt, did it?"

Ben shrugged. "Kind of. But Heatblast isn't fully organic though, so it wasn't as bad as it looks."

The stream of fire finally did its work. The corroded pipe burst with a loud crack, spraying water in every direction. The torrent rained down on the massive Limax, steam rising where it splashed against its gelatinous skin.

The creature screeched in agony, its grip on Heatblast loosening until it dropped him to the cavern floor.

"See ya, slimeball!" Heatblast snapped, sprinting clear as the towering parasite convulsed. Its gooey mass collapsed, liquefying rapidly until nothing remained but a vast, quivering puddle.

Heatblast reached up, flicking a clump of sticky goo out of his eye socket with a grimace before tossing it aside.

The guild hall erupted in cheers.

"YEEEAAAH!" Natsu whooped, pumping his fist. "Burned and washed!"

"Serves that thing right," Gray said with a smirk.

"Good riddance," Erza said firmly, though she allowed herself a small smile of satisfaction.

Lucy exhaled in relief. "Finally! That thing gave me chills."

Wendy clapped softly, her face glowing. "They did it… they actually beat it!"

Even Makarov chuckled. "Well done, boy."

Juvia clasped her hands against her chest, eyes shining proudly. "Juvia could have done it faster… but Juvia is glad Ben found a way to use water, too."

Levy giggled. "He did learn quick once he noticed the pattern."

Carla scoffed. "Hmph. Luck, more than skill, I'd say."

Ben shrugged. "Hey, it's worked out for me plenty of times."

Gajeel added. "Luck or not, result's the same. One slime pile down."

The cavern shook faintly as the Limax ship began to hum. Green light pulsed along its surface, the low whirrrr building in intensity—preparing for takeoff.

Meanwhile, Gwen rolled a pod carefully across the ground, straining with the effort. Just ahead of her, Max emerged, carrying two full pods at once—one tucked securely under his arm, the other hefted over his shoulder. His face was set in grim determination as he charged toward the exit.

"Sorry, there's no drive-through service here!" Max barked with a grin, sprinting out just as the last puddles of Limax goo slithered back into the ship. The hatch sealed shut behind them with a hiss.

The guild exhaled in relief.

"They got them all out," Lucy said, smiling. "Thank goodness."

"Yes," Mirajane agreed, hands clasped together. "The villagers are safe now."

"Good timing too," Levy added. "Another second and they might've lost everyone."

Gray, however, raised an eyebrow. "Wait a second… did anyone else see that? He just carried two pods—each holding a full-grown adult."

Natsu blinked. "Oh yeah… those things must weigh a lot!"

Elfman pumped his fist with admiration. "Now that's a man! Carrying two adults at once—Max is built tough!"

Erza nodded approvingly. "His stamina and strength are remarkable for his age."

Wendy smiled brightly. "Amazing! He's not just smart, he's strong too!"

"Heh," Makarov chuckled. "Don't mess with us old men."

On screen, the cavern rumbled violently. Dust and pebbles rained from the ceiling as the Limax ship powered up, green light blazing across its surface. With a deafening roar, it tore free of the cavern floor, tunneling upward in a spiral of rock and debris.

The three Tennysons shielded their eyes as the ground split apart. The vessel burst out into the moonlit desert night, engines flaring, before streaking skyward like a green comet. Within seconds, it pierced through Earth's atmosphere and vanished into the stars.

The guild erupted in noise.

"Yeah! Get outta here!" Natsu yelled, pumping his fist.

"Yah better run, yah damn slimes!" Elfman roared, shaking his arm.

"Don't you dare come back!" Cana added.

Even Gray smirked. "Good riddance."

Lucy sighed in relief, smiling faintly. "Finally… it's over."

Juvia tilted her head thoughtfully, turning to the brunet beside her. "Ben… did those Limax ever return for revenge?"

Ben shook his head. "No. Not that I ever saw. Guess when my reputation started spreading across the universe, it made them think twice about ever coming back."


The scene shifted to a large empty cavern; pods stacked and opened all around. The entire population of Retirement Village lay unconscious but safe as Max, Gwen, and Ben looked over them.

"…We should put them all back in their condos, so they'll think they never left," Max suggested, crossing his arms.

Gwen slumped against a pod, sighing. "That could take hours."

"Gimme a few minutes, I'll see if XLR8 can help out." Heatblast announced.

"Super-speed must be nice," Mirajane sighed. "Cleaning this whole guild hall after a party? Done in a blink."

Lucy's eyes widened. "Or errands! Laundry, groceries—he could do it all before breakfast."

"Yeah," Ben clasped his fingers behind his head, smirking, "super-speed's helped me get a bunch of boring stuff done quickly."

Wendy smiled shyly. "It does sound convenient."

Carla flicked her tail. "Hmph. Only if used responsibly. Otherwise it becomes laziness."


The screen shifted to the bright desert morning. The Rust Bucket was packed and ready to leave, parked in front of Vera's little house.

Max bent down, wrapping his sister into a warm hug. "Don't be strangers!" Vera told him firmly, her smile wide.

"We won't," Max assured her.

"Bye, Aunt Vera!" Gwen called cheerfully, giving a small wave.

"Bye, dear—" Vera began, before her eyes lit up with sudden remembrance. "Oh! This is for the road!"

She hurried back inside and returned holding a glass container. Inside was a jiggling, bright green gelatin mould.

Ben's grin grew mischievous as Vera pressed it into Gwen's hands.

"Ben told me how much you liked my gelatin mould," Vera said proudly. "This one's lime—with chunks of grouper and chickpeas!"

"Uhh, thanks…" Gwen forced a smile, her voice just shy of convincing. She gave Vera a quick hug before marching it reluctantly to the Rust Bucket. Ben's smirk only widened as she climbed aboard, the gelatin wobbling ominously in her arms.

The guild chuckled at once.

"Hah! Smooth move, kid," Cana laughed.

Lucy giggled behind her hand. "Poor Gwen. And she can't say no to Vera's face, either."

Natsu grinned toothily. "Serves her right!"

But then Gray frowned, glancing toward Ben. "Hold up. Didn't you say earlier that Max never wasted food?"

The guild quieted, several eyes turning to Ben.

Ben sighed with a lopsided grin. "Yeah. He didn't. Which meant… yeah, we both had to eat it eventually."

The guild groaned and laughed together.

"Tragic!" Cana cackled, raising her mug. "Punished by your own prank!"

"Manly," Elfman declared seriously. "A true comrade suffers with his teammate!"

Lucy winced sympathetically. "Grouper and chickpeas in lime jello?"

Even Erza grimaced. "That sounds worse than anything the Limax concocted."

Wendy put a hand to her mouth, giggling. "At least… you made Gwen suffer too, right?"

Ben chuckled. "Exactly. That was the whole point."

That left only Ben to say his goodbyes.

"I'm sorry, Ben, if there wasn't enough excitement here for you. I hope you weren't bored to tears!" Vera said kindly.

Ben smiled sheepishly. "Actually, it turned out better than I thought!"

The Fairy Tail wizards softened.

"That's good," Wendy said happily, smiling. "He learned to appreciate being with his family."

"Finally," Erza nodded approvingly.

Lucy beamed. "That's the kind of growth I like to see."

Even Elfman gave a firm nod. "Spending time with family is manly."

Vera's face brightened. "I'm glad. Well, have fun on the road!"

"I will!" Ben assured her, giving his aunt a hug before hopping into the Rust Bucket.

"Oh—and Ben?" Vera called after him.

He paused, glancing back.

"Keep up the good work, dealing with all those aliens you were telling me about!" she said with a wink.

Ben froze. His eyes widened, panic flashing across his face. "You're… kidding, right?" he asked nervously, fearing she remembered the horrors she'd endured in the pods.

Vera only laughed, waving a hand. "Of course, dear!" she assured him warmly.

Several mages tilted their heads.

"Wait… does she know?" Lucy asked, uncertain.

"Or is she just humoring him?" Cana added with a smirk. "Hard to tell with that lady."

"Honestly," Ben spoke up, "I'm still not sure if was just humoring me… Or if she actually knew. I mean, nowadays she knows I'm a superhero but then… Couldn't say."

Erza frowned thoughtfully. "Whether she knows or not, she protects your secret well. That is admirable."

Natsu shrugged. "She's cool. I like her."


The Rust Bucket rumbled down the desert highway, pulling farther and farther away from the retirement community. The camera panned over the landscape, the sun rising over the barren dunes. They drove past the massive crater where the Limax ship had once been buried, the earth still broken and smoking faintly from its violent departure.

The scene lingered there, panning down into the darkness of the hole. The ruined caverns came back into view, silent but heavy with tension. For a moment, it seemed empty—until the pile of boulders shifted ever so slightly.

From beneath the rubble, a slimy green form began to ooze its way free. One orange eye blinked open. The Limax that had impersonated Max dragged itself forward, its body rippling and reshaping as it slowly crept along the tunnel floor.

The guild hall erupted in shock.

"What?!" Lucy gasped. "One of them survived?!"

"No way," Gray muttered, eyes narrowing. "I thought they got wiped out!"

"Dammit!" Cana barked, slamming her mug down. "These things just don't quit!"

Wendy's face paled, her hands flying to her mouth.

Erza's eyes hardened. "This changes everything. If even one remains, the threat is far from over."

Elfman roared furiously, fists clenching. "Cowardly slime! Hiding and waiting to strike again—it's not manly to sneak around like that!"

Even Ben looked shocked. He shook his head slowly. "I… I didn't know. As far as I knew, Aunt Vera and everyone else were safe. There haven't been any Limax sightings, not in eight years."

The guild looked at him gravely.

"But if one survived…" Levy said carefully, "…could it have replicated? Started over?"

Ben swallowed, his usual grin absent. "That's what scares me. If it did, maybe it's been hiding all this time. Waiting. Planning revenge."

Gajeel growled low. "Parasites like that don't just crawl away and give up."

"Dammit…" Ben clenched his fists, eyes dark. "I wish I was back home…"

"Ben…" Juvia looked at him sympathetically.

The glowing rune-screen faded to black, leaving the guild hall in uneasy silence as the chapter came to a close.

 

"INTERMISSION — 15 minutes until the next episode begins.

Chapter 6: Episode 5: Hunted

Summary:

The Fairy Tail crew watch as Ben is hunted down by alien mercenaries sent by Vilgax. Along the way, he learns a very important lesson about having incredible power.

Notes:

Disclaimer: Ben 10 and Fairy Tail are not mine — I'm simply a fan playing in their sandbox. All credit goes to the original creators.

Chapter Text

The Fairy Tail guild hall was noisy in the aftermath of the last episode. Wizards talked over one another at their tables, half-laughing, half-shuddering about Aunt Vera's gelatin and the Limax. Cana was still pouring drinks while Natsu and Gray bickered, Erza tried to keep order, and Levy was furiously scribbling notes about "alien parasites."

But apart from all the chatter, Ben sat by himself in a corner, perched on an old barrel. His elbows resting on his knees, his head bowed, and his expression was unusually serious.

At the moment, he was absentmindedly scrolling through the playlist on the Omnitrix's green holo-wheel. Alien head icons flickered by until one stopped him cold: the unmistakable head icon of Alien X.

Ben's eyes narrowed, a shadow falling over his face. One Limax survived. If that's true, then who knows what else could still be out there? His stomach twisted. Alien X could end this right now. I could break this spell, get home, and make sure Aunt Vera and her community are safe.

He clenched his jaw. This wasn't the first time the thought had crossed his mind. Ever since being accidentally transported into Earthland months ago, the temptation had gnawed at him. If he became Alien X, maybe Bellicus and Serena could send him back. Maybe he wouldn't have to sit here, watching his world through a screen while who-knew-what threats were still roaming free.

But every time the idea came, he shut it down. Bellicus and Serena won't agree to anything. They argue over trivial nonsense. I doubt I could even get them to agree that two plus two is four, let alone something this big.

Still, now—after what he'd just seen—he wasn't so sure. The possibility that the Limax, or worse, other enemies he thought he'd defeated, might still be alive and lurking… it unsettled him. For the first time, he was seriously considering it.

His brows furrowed deeper. But I should still try… right? His finger hovered over the icon, the weight of the choice heavy on his shoulders.

"Ben?"

He looked up sharply. Juvia stood in front of him, hands folded together, her expression soft with worry.

Ben quickly lowered the Omnitrix, putting it back in standby mode. "…Hey," he muttered, trying for a casual tone that didn't quite stick.

Juvia tilted her head. "Are you all right? You seem… troubled."

He hesitated, then sighed, honesty winning out. "No. I'm not. The Limax. I thought we'd taken care of them years ago. Seeing one crawl out like that—what if there are more? What if they've been hiding this whole time?"

Juvia stepped closer, her voice gentle. "It frightens you. Because if one escaped, then perhaps others have, too?"

Ben nodded, jaw tight. "Exactly. And if they're out there, then my world might still be in danger. I shouldn't be here, watching this. I should be home making sure Aunt Vera's safe… making sure everyone's safe."

She watched him quietly for a moment, her blue eyes reflecting his unease. "I understand," she said softly. "But… what can you do right now? We are bound by this spell. Even if you left this hall, could you truly change what has already been shown?"

Ben's gaze fell to the floor. He didn't answer. He didn't mention Alien X—didn't want to, not yet. That was a card he wasn't ready to show.

"Perhaps you should not be so quick to run from these visions. More episodes will come. And with them, more truths may be revealed. Perhaps even truths you need to hear." Juvia sagely said.

Her words sank into him, and he leaned back against the wall, arms crossed tighter. She's got a point. If the Limax weren't all destroyed… what about the others? The enemies I fought over the last eight years? How many did I really finish off? And how many are still out there, waiting?

He let out a long breath and nodded. "All right. I'll keep watching. Not because I want to," he added firmly, "but because I need to know. If the Limax got away, maybe others did too."

Juvia smiled faintly before stepping back. "Then we will watch together."

Ben managed a small smile in return.

Later, the guild settled down after the chatter and tension of the last episode. Some were still joking about Aunt Vera's gelatin monstrosities, others were shuddering at the memory of the Limax. Ben remained quiet, leaning against the picnic-table's edge.

His eyes lingered on the Omnitrix. Alien X still on his mind.

Beside him, Wendy shifted slightly. She had been watching him from the corner of her eye, sensing his unease. Finally, she leaned in. "Ben… are you okay?" she asked softly, her small hands folded nervously in her lap.

He blinked and turned his head toward her. Her worried expression tugged something inside of him. He didn't want to scare her, but lying to her didn't feel right either. "I was… shocked, that's all," he admitted honestly. "Seeing one of those things still alive after all this time. It hit harder than I thought it would. But…" He exhaled and gave her a small smile, trying to reassure her. "…I'll handle it."

Wendy's brows pinched together. "You don't have to handle it alone, you know," she said gently. "We're all here with you. I'm here with you."

Her words landed heavier than she realized. For a moment, Ben just looked at her—this tiny Dragon Slayer who had seen more hardship than most adults ever would. Something paternal flickered in his chest.

"Thanks, Wendy," Ben said softly. His grin this time wasn't forced. "I… really appreciate that."

Her cheeks warmed a little, but she smiled back, relieved to see him relax even slightly.

Ben frowned slightly. Though, if I were to head back home, I'd be leaving Wendy…Juvia…all the friends I've made here too. He internally sighed. This hero stuff ain't easy.

Before he could lament further, the runes across the building hummed to life. The walls glowed with a familiar pulse as the markings shifted, twisting and rearranging themselves until they finally solidified into words.

"INTERMISSION COMPLETE — PLEASE TAKE YOUR SEATS. The next episode will commence shortly."

A short moment later, the runes pulsed again on the monitors before shifting into new words:

"Episode 5: Hunted."

Several wizards murmured at once.

"Hunted?" Lucy repeated, her brows furrowing. "That doesn't sound good at all."

Gray crossed his arms. "So someone's being chased. Question is… is it Ben, or something else doing the chasing?"

"Bah, let it come!" Natsu grinned, pounding his fist into his palm. "If they're hunting Ben, they're in for a fight!"

Erza's eyes narrowed. "We shouldn't underestimate the danger. It could be other aliens targeting Ben for the Omnitrix."

"That'd make sense," Cana agreed. "And that Vilgax guy is still out there too. Wonder how he's doing?"

"I'd rather not know…" Lucy said worriedly.


The episode opened with Vilgax's warship, the Chimeran Hammer, drifting ominously in orbit around Earth.

Cana chuckled. "Sorry, Luce. Looks like we're getting to see squid-face after all."

Lucy groaned, hugging her arms.

Inside, in a cavernous chamber lined with glowing monitors, a levitating platform hovered under three blinding spotlights. On it stood three figures: one thin and wiry, clad in purple and black armor; the second a bizarre yellow half-human, half-crustacean hybrid with robotic plating; and the third a hulking brute in heavy gray armor, his face hidden beneath a pillbug-like shell.

Vilgax's deep voice boomed over the intercom, cold and commanding. "Begin the audition."

"Audition?" Gray furrowed his brows.

"Wait… Octopus-head hasn't healed yet, has he?" Gajeel asked.

"That would explains what's going on," Levy said, tapping her chin. "Looks like he's… outsourcing. Since his robots failed, he's hiring others to do his dirty work."

"Like putting in a job request with a guild." Cana smirked. "Except instead of paying wizards, he's paying mercs and killers."

"Just like with the old mercenary guilds," Makarov added darkly.

Juvia's eyes softened with concern as she looked at Ben. "Ben-darling… does this mean more enemies will come hunting you?"

Ben sighed and nodded. "Yeah, unfortunately. Vilgax is—er, was very persistent."

The mercenary clad in purple-and-black armor wasted no time. His jetpack roared to life, lifting him high before he dropped neatly into a circle of hovering drones that whirred threateningly around him.

Without hesitation, the figure raised one gauntleted arm—fzzzt!—a compact blaster extended from the armor's joint and spat bright bolts of plasma. The first drone exploded in a shower of sparks. Another three fell just as quickly, blasted clean out of the air.

The remaining drones adjusted, opening fire in return. Purple plasma streaks lit up the chamber, but the merc twisted into a smooth roll, narrowly avoiding the barrage. His wrist armor split open with a hiss, launching micro-rockets that chased the drones down and burst into controlled fireballs midair.

"Whoa…" Alzack whistled low, crossing his arms. "That's some serious hardware."

"Guy's a walking arsenal," Bisca agreed, her sharpshooter's eye gleaming with reluctant admiration. "You don't mess with firearms like that unless you know exactly what you're doing."

The merc reached down, another compartment in his armor snapping open. He yanked out a squat metal sphere, thumbed it alive, and tossed it toward a fresh cluster of drones. The grenade detonated mid-spin, shredding the machines with a sharp, concussive blast.

Ben exhaled through his nose, his tone serious. "That's Sixsix. A mutated Sotoraggian. His whole body's been enhanced with these really tiny robots called nanomachines—and that power armor of his? It's decked out head-to-toe with weapons. Blasters, rockets, grenades, even that jetpack. He's basically a one-man arsenal."

"A flying one-man arsenal…" Lucy muttered, her face paling.

"That sounds almost like Erza's magic. Yah know, with her having so many weapons," Happy added, equally nervous.

Ben nodded grimly. "Yeah. And when I was younger, he was one of the nastier baddies I had to deal with. Cold and ruthless."

The second bounty hunter dropped into the ring with a heavy clang, the light glinting off his gleaming carapace and serrated claws. His body looked like a bizarre fusion of crab and machine, each movement jerky but deliberate.

The moment his feet hit the floor, he slammed a drone beneath him with crushing force, sparks exploding in every direction. Without missing a beat, his massive claw snapped shut around another drone mid-flight. With a grunt, he hurled it like a cannonball, smashing two more out of the air.

Two drones zipped toward him in formation, but the crab-thing spun with startling speed. His claw clamped down on one, metal shrieking as it crumpled like paper. The other drone darted in—only to meet a sudden gleaming blade. With one clean swipe, he cleaved it neatly in two, the pieces clattering to the floor in a shower of sparks.

"Man…" Jet muttered. "That guy looks like solid trouble."

"A robot?" Wakaba frowned around his pipe. "Or some kinda metal crab-monster?"

Ben shook his head, his voice carrying a heavy note of recognition. "That's Kraab. He's not a robot…well, notentirely—he's a Piscciss Premann… comes from the same planet as Ripjaws."

Several heads whipped toward Ben at once.

"No way!" Natsu's jaw dropped. "You're saying Ripjaws has cousins that look like that?!"

"He's like a metal version of Lucy's crab spirit!" Happy pointed out.

"That guy and Cancer are nothing alike!" Lucy snapped.

Juvia pressed a hand to her chest, her blue eyes wide. "This 'Kraab' is nothing like Ripjaws. Ripjaws is magnificent. Powerful and fearsome, yes, but not like this one."

Levy tilted her head. "Did something happen to Kraab? He doesn't look… natural. More like… augmented."

"Yeah." Ben nodded grimly. "During one of the wars between the Piscciss and the Pyros—the sun that Heatblast's people live on—Kraab got burnt badly. Lost most of his body. They rebuilt him with cybernetics to keep him alive. Now he's way stronger and way tougher than a normal Piscciss Premann."

Erza crossed her arms, her gaze sharp. "So not only a natural predator, but reinforced by technology. A dangerous combination."

Ben sighed, rubbing the back of his neck. "Yeah, he's definitely dangerous. And trust me—he doesn't go down easy."

A platform in the ceiling slid open with a metallic grind, and a massive attack droid dropped heavily onto the floor below, its cannons charging with a rising whine.

Gray leaned forward, recognizing it instantly. "Hey, that's the same type of bot Ben smashed back in the first episode!"

Levy nodded, frowning thoughtfully. "Then this has to be some kind of trial. If these bounty hunters can beat what even a rookie Diamondhead destroyed, they'll prove they can at least meet the benchmark."

But before anyone could speculate further, the third bounty hunter finally moved. Instead of drawing a weapon, he unfolded a sleek hoverboard and launched himself straight into the droid's blinding laser blast.

"Wha—?!" Cana nearly spat out her drink. "Is this guy nuts?!"

Even Erza stiffened, eyes narrowing. "To take a hit like that head-on…"

Then, when the haze cleared—he was still standing. Not a burn, not a scratch.

This surprised many in the guild.

Lucy's jaw dropped. "He… tanked it?!"

"Okay, that's cool!" Natsu complimented, grinning.

With no hesitation, the figure rocketed forward, driving his fist straight through the droid's chest plating. The machine sparked, shuddered, and collapsed as the bounty hunter calmly folded up his board, letting chunks of flaming debris rain down around him like confetti.

The guild sat in stunned silence.

"Not even a singe mark…" Macao muttered, disbelieving.

Ben couldn't help a small, knowing smile as he leaned back in his seat. "Yeah… I know that guy." He waved a hand before they could pester him further. "Don't worry, you'll get the full story soon enough. For now, just call him… Shard."

This piqued the curiosity of many of the wizards. Why Shard?

The room's video monitor came online, and Vilgax's looming form filled the screen—submerged in his recovery tank, tubes pulsing faintly as he spoke.

"Impressive," the warlord rumbled, his voice low and labored, every word crackling with restrained malice. "You are all hired. Your objective… is to retrieve the Omnitrix."

An image of the watch flickered into view, rotating slowly in the light.

"The one who succeeds collects the reward. Do not disappoint me." His crimson eyes gleamed as the screen faded to black.

A moment later, the chamber trembled. FWUMP! FWUMP! FWUMP! Three pods shot from the warship's underside, blazing like comets as they broke atmosphere, streaking toward Earth.

This confused many of the wizards.

"Wait—so they're competing?" Cana leaned forward, brows raised. "Not teaming up?"

Gray frowned. "That sounds… counterproductive. If Vilgax really wants the watch, why not have them all go at it together?"

Levy crossed her arms, thoughtful. "Maybe he doesn't trust them to work as a team. This way, they'll focus on outdoing each other—and whoever succeeds proves they're the strongest."

"Yeah, but that means they'll be fighting each other and Ben," Elfman muttered. "That's chaos waiting to happen."

Macao scratched his chin. "Still… fits the title, doesn't it? Hunted. Ben's about to be prey for three different killers, all gunning for him at once."

The realization made Wendy clutch her hands tightly in her lap, her face paling. "So he's not just fighting one… he's fighting three?"

Juvia turned towards her, offering a gentle, reassuring smile. "Do not worry, Wendy. Even as a child, Ben was strong. I am certain he will conquer this trial as well."


On screen, the Arizona desert stretched beneath the morning sun. A crude but clever training structure stood in the dust—pipes hammered together into a frame, with dangling tires swinging on ropes and soda cans perched on ledges.

Max crossed his arms, surveying his handiwork with pride. "You ready?" he asked his grandson.

"Smart," Erza noted. "A homemade training course. Simple but effective."

"Shows he wants Ben sharpening his skills instead of relying on luck," Gray added with a nod.

"Looks fun!" Wendy chimed, eyes wide.

Inside the structure, Ben smirked and slammed down on the Omnitrix. A flash of green engulfed him, and when the light faded, Diamondhead stood tall, his crystalline form gleaming under the desert sun.

"Oh yeah," Diamondhead declared, his jagged grin flashing.

"Remember to think out there, Ben," Max reminded firmly, pointing a finger. "Don't just try to muscle it. Might isn't always right."

Elfman's arms shot into the air. "I disagree! Might is the essence of being a man!"

"Yeah!" Natsu added with a grin, his fists bursting into flame. "Going all out is the most fun way to fight!"

Cana rolled her eyes. "Of course you two would say that."

Diamondhead's grin only widened. "I know, but it's always fun!" he shot back, shifting his hand into a sharp crystalline stump.

"See?" Natsu laughed, pointing at the screen. "Ben gets it!"

Elfman pumped his fist in agreement. "He understands true strength!"

Erza vehemently disagreed. "Wrong. Strength without strategy is recklessness!"

Makarov nodded sternly. "Brains and brawn must work together. To rely on one and ignore the other is folly."

Lucy sighed, shaking her head. "I swear, it's like half the guild lives for chaos and the other half for lectures."

"Welcome to Fairy Tail," Cana teased, raising her glass.

Max yanked a lever, and six soda cans shot into the air like startled birds.

Diamondhead spun in place, crystalline fingers flicking forward. Thwip-thwip-thwip! Six razor-sharp crystals flew in rapid succession, piercing each can mid-flight and sending them crashing to the dirt.

Without missing a beat, Max lowered new target boards behind him. Diamondhead whirled, firing again—each shard striking dead center.

But he didn't stop there. His jagged fingers twitched with restless excitement as he fired wildly: cans behind his back, a cactus in front, even somersaulting into the air to nail pull-up targets set far across the desert.

Landing with a grin, Diamondhead morphed his crystalline spikes back into a hand and blew theatrically on his "hot" finger as if it were a gun.

The guild gave a mixed reaction.

"Not bad, kid!" Cana admitted. "Nice trick shots."

"Yeah, those hits were clean," Gray agreed reluctantly.

Natsu grinned wide. "That was awesome! The spin, the flip, the BOOM! He's on fire!"

"Cool moves," Wendy added softly, smiling.

But not everyone was impressed.

"Somersaults and flashy spins?" Erza's arms crossed tightly. "Unnecessary. And foolish. They waste energy."

Bisca shook her head. "And shooting from behind his back? That only reduces his accuracy."

Carla flicked her tail. "Showboating rarely ends well."

Gwen lay back on a lounge chair, sunglasses perched on her face as she spread sunscreen on her arms. She barely glanced at her cousin's theatrics.

"Show-off…" she huffed, unimpressed.

Several wizards nodded in agreement.

"She's not wrong," Lucy said flatly.

"Exactly what I was thinking," Levy muttered, pushing up her glasses.

"Still awesome," Natsu countered, arms folded with a grin.

Max's voice cut through Ben's cocky grin. "Focus, Ben. Think!" he reminded sternly.

"Don't worry, Grandpa." Diamondhead dismissed.

"Tch. Disrespectful," Erza muttered, unimpressed.

"Kid's getting too full of himself," Gajeel added with a scowl.

Lucy shook her head. "He really shouldn't brush his grandpa off like that."

More cans came flying at him. Diamondhead bobbed and weaved with ease, spinning to shoot them behind his back. His grin widened—until he didn't notice the tire swinging toward him.

WHAM!

The rubber smacked square into his crystalline face, sending him stumbling backward. Startled, Diamondhead flailed, and his hands reflexively unleashed a barrage of crystal shards in every direction.

Max ducked behind the rig as the deadly projectiles embedded themselves into the wood and sand. Gwen screamed, throwing her arms over her head as her lounge chair splintered, sunscreen bottle exploding under the crossfire.

The guild winced hard.

"Oooh, right in the face," Natsu groaned, clutching his own cheek.

"Serves him right," Bisca said with a dry laugh. "Show-off got beaned by a tire."

But the humor died quickly as the reality sank in.

"Those shards nearly hit Max and Gwen," Lucy said sharply, her eyes wide. "He could've hurt his own family!"

Wendy gasped, hands covering her mouth. "Th-that was too close!"

"Damn brat," Gajeel growled.

Erza frowned, her voice cutting through the chatter. "This is why one must remain focused. Even in training, carelessness can lead to disaster." Her eyes narrowed at the frozen screen of Diamondhead sprawled in the dirt. "Confidence without caution endangers everyone."

Gwen pushed herself out from under a nearby table, glaring furiously as she crawled forward. A fat droplet of sunscreen from the ruptured bottle plopped directly onto her head, streaking down into her hair.

"Urrgh!" she groaned, clenching her fists. Her face was twisted in equal parts disgust and rage.

"Oops. My bad," Diamondhead said, eyes wide.

"My bad?!" Lucy snapped, slamming her hands on the table. "He nearly killed them!"

"Idiot," Gray muttered, shaking his head. "He doesn't even realize how dangerous that was."

Erza's gaze hardened like steel. "A lackadaisical attitude in the face of failure is unacceptable. He put his family at risk—this is not a game."

Even Mirajane frowned, her usual smile gone. "He really doesn't see the danger, does he?"

Ben rubbed the back of his neck, shoulders slumping. "Yeah… I know. I was wrong back then. I kinda had this… 'no harm, no foul' attitude at the time." He sighed heavily. "Honestly? I can still fall into that mindset sometimes."

Gajeel smirked darkly. "Heh. No harm, no foul? Try saying that to the people ducking your crystal bullets."

Carla arched a brow, unimpressed. "That is a dangerous mindset for someone wielding power like yours."

Ben exhaled. "Trust me, I know. I've had to learn that lesson on several occasions."


On screen, the Rust Bucket rumbled down a small road, the desert stretching endlessly around it. Inside, the tension was thick.

"You rockhead, you almost turned me into Swiss cheese!" Gwen snapped, arms crossed as she glared at her cousin.

Ben, back in his human form, slumped in his seat and turned away with a huff. "I said I was sorry. What else do you want?"

"You could sound like you mean it for starters," Lucy murmured.

From the driver's seat, Max's tone was firm, no-nonsense. "What we want is for you to take that thing on your wrist more seriously, Ben. It's not a toy. You've got to think when you use it."

There were many nods and murmurs of agreement.

Makarov stroked his beard. "Wis words. Power without discipline is a recipe for disaster."

But a few voices piped up in Ben's defense.

"Hey, cut the kid some slack," Cana said. "He's proven he knows how to handle himself before."

Gray shrugged. "Yeah, he screwed up with Diamondhead, but it's not like he hasn't pulled through in fights before."

Lucy frowned. "That doesn't excuse what just happened, though. He almost hurt his own family."

Ben didn't look the least bit fazed by the lecture. He leaned back in his seat, folding his arms with a cocky grin. "I know, but come oooon! You guys have seen me in action. I'm the baddest Ben in town! I've kicked so much alien butt, my feet hurt!"

With that, he plopped his sneakers onto the Rust Bucket's table, grinning smugly.

There were several groans.

"Cocky little brat," Gajeel muttered.

"Baddest Ben in town?" Lucy arched a brow, looking at Ben.

Ben shrugged. "What can I say, I was feeling myself."

Gray smirked. "Dude, at the point, we've only seen you fight aliens twice."

"Yeah," Levy added. "And Gwen had to help you both times."

Natsu snorted with a grin. "Doesn't matter! He still won, didn't he? That counts!"

Wendy frowned slightly. "But… B—uh, Kid Ben really should listen to Max."

Gwen shoved Ben's sneakers off the table with an annoyed grunt. Her glare could have cut through steel.

"Yeah, well, one of these days, you're gonna mess around and get your own butt kicked—and I hope I'm there to see it!" she snapped.

Lucy shook her head, frowning nervously. "No, I promise you're gonna regret saying that, Gwen."

Ben smirked back at Gwen, brushing her comment off without hesitation. "Dream on, geek face!" he fired back, cocky as ever.

"Still mouthing off," Wakaba muttered. "Kid's gonna learn the hard way. Isn't he?"

"Yeah, that's a forgone conclusion." Macao agreed.

The Rust Bucket suddenly sputtered and slowed down on the empty road.

"Uh oh, that doesn't sound good," Max muttered, gripping the wheel tighter as he steered them toward the side of the desert highway.


The bounty hunter, nicknamed Shard, monitored a tracker that led him to Max's target-practice structure. "This is where the Omnitrix was last activated." Shard informed his associates.

The guild immediately stirred.

"Wait! They can track the Omnitrix?!" Lucy gasped.

"That's bad," Gray muttered, eyes narrowing.

Levy looked thoughtful. "So it's not just Vilgax's robots that can track him."

Ben nodded, explaining, "Yeah. Some advanced alien scanners can tune into the Omnitrix's energy. But only when it's active. When I'm human, they can't pick me up at all."

"Meaning…" Erza said slowly, piecing it together, "…you are safe so long as you remain human."

"Yep," Ben confirmed.

The guild exchanged looks—then collectively groaned.

"Yeah, but we all know you're gonna transform again soon," Cana said.

"Guaranteed," Gray agreed, smirking wryly.

Natsu leaned forward eagerly. "And I hope he does! Let the hunters come—it'll be a good fight!"

Carla flicked her tail in annoyance. "He is ten years old, you brute! Recklessness will not help him."

"It just keeps stacking against him," Wendy whispered worriedly.

The camera shifted to a cliff overlooking the desert. Two more figures lurked in the shadows—alien hunters watching Shard's movements from afar.

Sixsix adjusted his stance, his jetpack hissing faintly as he spoke in a harsh, guttural alien language.

Kraab's metal claws clicked together as he chuckled. "You can say that again. A rock pile like this is better off space dust!"

The guild tilted their heads.

"Huh? What did he say?" Lucy asked, puzzled.

"Sounded like gibberish to me," Gray muttered.

Ben spoke up. "Used to not understand him either. But, with the Omnitrix's universal translator, I can understand him nowadays. Basically, Sixsix said, 'This backwater hole sucks as—.'" He paused, glancing down at Wendy. "Uh…it sucks. Yeah."

Cana snorted. "Ha! At least he's honest."

Shard moved carefully into Max's old training structure, his tracker's light pulsing faster. It beeped at the sight of a soda can embedded with a jagged crystal shard.

Just as he reached for it, Sixsix's extendible grabber arm shot down from above, snatching the can first. The armored hunter inspected it briefly—but Shard growled and seized the appendage, yanking it clean off in one motion.

Sixsix's anger flared. He dropped to the ground and unfurled six more mechanical limbs, each one bristling with weapons. Then, disturbingly, a small fleshy arm sprouted from his shoulder, twitching with unnatural movement.

Shard responded by resting his hand on the grip of his gun, unflinching.

Sixsix hissed another guttural phrase in his alien tongue, his weapons whirring to life.

"What'd he say?" Gajeel asked.

Ben shrugged. "Sorry, I can't say it around young ears." He motioned to Wendy sitting next to him.

Gajeel chuckled. "That bad, huh?"

Kraab only laughed, his claws clacking together in delight. "Whoa! Big talk from a 'gearhead'!"

Shard leaned forward. "Get in my way again, and I'll teach you how to say 'dismantled.'"

Sixsix backed down, sheathing his appendages, fold out wrist rockets and extra arm. He then cursed him in his alien language, before flying away.

Several wiards murmured in unease.

"Those guys are about to tear each other apart," Gray muttered.

"Three bounty hunters, and none of them trust each other?" Cana smirked. "This'll get messy fast."

"They're too proud," Erza observed. "Mercenaries like this rarely share a prize willingly."

"Good," Gajeel growled. "Let 'em fight each other instead of ganging up on the kid."

Wendy fidgeted nervously. "But… what if they do decide to work together?"

The standoff ended as Shard slowly let go of his gun, turning away with deliberate calm. He walked off.

Nearby, Kraab crouched low before suddenly leaping into the air. His four mechanical legs spun rapidly, whirring until he became a living drill. With a screech of metal, he plunged straight into the ground, dirt and rock flying in his wake as he tunneled below the surface.

The guild chuckled.

"Hey, that's just like Virgo!" Cana said with a grin.

"Yeah, except Virgo's way cuter." Lucy corrected.

Shard's foot caught a hidden cord. With a snap, a series of target boards sprang up from the desert floor, remnants of Max's training course.

Without hesitation, Shard spun on his heel and raised his gun. BOOM! A single shot erupted, unleashing a concussive blast that engulfed the structure in a fiery explosion. Tires, boards, and cans scattered in every direction as smoke and flame roared skyward.

Shard rode off silently on his hoverboard, leaving only the remains of the structure behind.

The guild fell into stunned silence before murmurs spread.

"Whoa…" Gray muttered, eyes widening. "One shot?!"

Lucy swallowed. "The whole thing… just gone…"

"That kind of firepower is dangerous," Alzack said firmly, his eyes narrowing. "If Ben faces that weapon unprepared, the consequences could be fatal."

"Yeah," Bisca agreed grimly. "Kid's in way over his head if he thinks this is just another slime fight."

Wendy wrung her hands nervously. "H-he's only ten… how is he supposed to fight people like that?"

Makarov's expression darkened. "A child wielding such power will attract enemies of this caliber."


The scene transitioned to show Max had parked the Rust Bucket in front of a ghost town.

"Huh, looks like nobody's home," Ben remarked, peering out the window at the empty streets.

"Not for a while," Gwen corrected matter-of-factly. "My IntelliMap program says this is Slaterville. Incorporated in 1857 after the discovery of silver. Went bust in the late '50s when the mine ran out."

Ben groaned, rolling his eyes. "Why does everything out of your mouth sound like a book report?"

Gwen shot him a withering scowl.

"Hey!" Lucy exclaimed. "What's wrong with learning something useful?"

"Yeah!" Levy agreed. "Knowledge is power. He should be thankful Gwen actually knows things!"

Carla sniffed. "Exactly. He mocks her, yet without her, he'd likely be lost."

Ben lifted his hands sheepishly. "Look, back then, I just wasn't interested in learning stuff I didn't care about. If it wasn't aliens, video games, or comics, I tuned it out."

Cana chuckled. "So basically, you were a normal ten-year-old."

Max pulled his head out from under the Rust Bucket's hood. "Aha! I think I found the problem," he held up a dripping rubber tube. A small crystal shard pierced straight through it, fuel dripping steadily onto the dirt. "Leaky fuel line."

Ben winced at the sight. "Uh… 'lucky shot'?" he said innocently, offering a sheepish grin.

Bisca snorted, smirking. "More like unlucky shot."

Max set the tube aside. "I should be able to patch it up," he assured calmly.

"Sorry, Grandpa. Let me help!" Ben said quickly, enthusiasm lighting up his face. He twisted the Omnitrix dial, flipping through silhouettes. "Maybe Four Arms. No, wait—Upgrade!"

Max's hand shot up. "I think you've done enough, Ben. I'll handle this."

Ben froze, stunned. His hand dropped slowly from the Omnitrix. "Okay…" he muttered, forcing a grin. "Guess I'll just check this place out!" With that, he stuffed his hands in his pockets and wandered away from the RV.

"He looked kinda hurt," Wendy whispered, frowning.

"Of course he did," Juvia agreed. "Ben just wanted to make up for his mistake."

"But Max isn't wrong," Erza countered firmly. "The boy relies too much on that device. He must learn restraint—and responsibility."

Levy nodded. "Yeah… if he uses the Omnitrix for everything, even fixing cars, he'll never learn to do things the normal way."

Max and Gwen watched as Ben marched into the town with a big grin on his face.

The old man hesitated before looking at his granddaughter. "Maybe you should, um…" He trailed off, clearly struggling to find a polite way to phrase it.

Gwen didn't miss a beat. "—Make sure he doesn't somehow blow everything up?"

Max gave her a quick nod, relieved she'd said it for him.

"I'm on it," Gwen said with a wink, before jogging after her cousin.

The guild chuckled at the exchange.

"Wow," Gray muttered, smirking. "They really don't trust him at all."

"Can you blame them?" Lucy asked. "After the Diamondhead stunt earlier, I'd keep an eye on him too."

"Exactly," Erza agreed, arms folded. "His recklessness proves their caution is warranted."

"But that's harsh…" Wendy said softly. "Ben does mean well."

Juvia clasped her hands together. "Juvia agrees. When it matters most, he comes through for them. They should trust in that."

Cana snorted into her mug. "Maybe. But better safe than sorry with a ten-year-old carrying an uber-powerful watch."

Levy giggled. "Fair point. You never know if he'll save the day—or blow it up."

Ben spoke up. "Honestly? They were right to keep a close eye on me. I goofed off a lot back then… way more than I do now."

"Glad to hear you've grown up some," Carla muttered, flicking her tail.

"Some," Gajeel echoed with a grin.

Ben sighed. "Okay, okay, fair."


Ben strolled into an abandoned warehouse. Dust swirled in the sunlight filtering through broken windows.

"Oh, talk about old school," Ben said, eyes wide as he picked up an old wrench. "Look at all this junk!"

Outside, Gwen's voice echoed through the empty street. "BEN? BEEEN?"

Ben walked to the doorway and peeked out, spotting his cousin passing by the warehouse. A mischievous grin spread across his face. His hand drifted toward the Omnitrix, the dial clicking as he primed it.

The guild hall instantly stirred.

"Oh no…" Wendy gasped. "Not now!"

"He's about to transform again," Erza said, frowning. "He'll alert the hunters."

"Yeah, but he doesn't know that," Gray pointed out, arms crossed.

Cana shrugged. "He's ten. Of course he's gonna goof off when nobody's watching."

Lucy bit her lip. "But every time he messes around, it just puts him in more danger…"


The view shifted to the afternoon desert sky. Sixsix's visor flashed as his gauntlet chimed, a green blip appearing on the tracker mounted to his hand. The alien bounty hunter tilted his head, studying the signal with precision.

Without hesitation, he ignited his jetpack and blasted off, streaking toward the source.

Lucy pressed her hands together nervously. "Oh no… they're coming straight for him."

"Three mercenaries against a ten-year-old…" Gray muttered, his frown deepening. "This isn't going to be fair."

Cana drained the rest of her drink with a groan. "He better have picked the right alien. Otherwise, he's toast."

"Yeah," Gajeel agreed, cracking his knuckles. "He's gonna need something tough. Diamondhead. Four Arms. Maybe even Wildmutt."

Natsu grinned, fists igniting. "Doesn't matter what alien it is! Let the mercs come—Ben'll pound 'em into the ground!"

Erza shot him a sharp look. "You underestimate them. These are not common foes, Natsu. They are professionals."


Gwen stood at the warehouse entrance, her eyes narrowing as she peered into the darkened interior. The once bright space now seemed cloaked in shadow, eerie silence pressing down around her.

"CALLING ALL DWEEBS!" she shouted, her voice echoing against the rafters.

No response.

She stepped inside cautiously, arms folded, but her pace slowed as an uneasy feeling crept up her spine. Passing under a broken beam, a slithering shadow detached itself from the darkness. It slid along the floor and walls until it reached her.

Gwen shivered violently, her skin crawling.

Suddenly, the ghostly form of Ghostfreak materialized in front of her, his body twisting unnaturally as his single eye gleamed.

"What's the matter, Gwen?" the Ectonurite asked. "You look like you've seen a Ghost—Freak!" He burst into a cackle.

Cana rolled her eyes. "Really? A bad pun and a jump scare? Typical little brother move."

Lucy groaned. "He's wasting energy trying to scare Gwen instead of preparing for what's coming!"

Juvia mildly glared at the blonde. "Young Ben doesn't know he's being hunted. Do not hold that against him."

Gray smirked. "Still, classic Ben. Messing around at the worst possible time."

Natsu, however, leaned forward, grinning. "Nah, Ghostfreak's awesome! He can go invisible, intangible—hunters won't even touch him!"

Wendy fidgeted nervously. "I-I hope so… those bounty hunters looked so strong…"

Erza's expression stayed hard. "If Vilgax himself would hire them, then we must assume they are prepared for any opponent, even an Ectonurite."

Levy tapped her pen thoughtfully. "Right… guilds like Fairy Tail handle all sorts of specialized jobs. If Light Guilds can field experts for almost anything, then intergalactic hunters probably can too."

Gwen stood her ground, glaring up at the floating alien. "Get over yourself, doofus. You don't scare me," she scoffed, arms crossed.

Suddenly the ground beneath them began to tremble.

Ghostfreak darted forward, grabbing Gwen and pulling her back just as the ground exploded upward.

KRA-KOOM!

Kraab erupted from the earth in a whirl of stone and sand, his spinning drill-legs slowing as he planted himself firmly on the floor. He lumbered forward menacingly.

Gwen's eyes widened, and she instinctively stepped behind Ghostfreak. "But he does!" she gasped.

"It's the crab-guy!" Happy shouted.

"At least it's one-on-one for now," Gray pointed out, arms crossed. "Could be worse."

"Yeah," Cana agreed. "Better than all three at once."

"Don't get comfortable," Erza warned sharply. "One-on-one with a seasoned bounty hunter is still deadly."

"Still, Ghostfreak's powers might give him the edge here," Levy added thoughtfully.

"Maybe," Carla said cautiously. "But if this Kraab is as dangerous as he looks, I doubt he came unprepared for tricks."

Natsu grinned eagerly. "Doesn't matter—Ben's got this! Ghost powers for the win!"

Lucy bit her lip nervously. "I really hope you're right…"

Ghostfreak floated higher. "No problem, I'll handle this guy." He drifted closer to Kraab. "Oh, man… You put the 'ug' in 'ugly'!"

"Hand over the Omnitrix, and I promise you won't suffer—much." Kraab's claws snapped together with a clang.

"Dream on, 'claw-boy'," Ghostfreak scoffed, twisting in midair. Then, disturbingly, his single eye slid across the cracks of his body, moving until it peeked out from his back so he could look at Gwen behind him. "What's he talking about?"

"Ewww," Lucy groaned, covering her eyes. "I did NOT need to see that!"

"Creepy," Gray muttered, grimacing.

Wendy squeaked. "Th-that's… scary…"

Ben laid a hand on her back, comforting her. Wonder if I should shield her eyes when his TRUE form gets revealed later on?

Gajeel snorted. "Heh. I kinda like it. Creepy's a good vibe for a ghost."

Levy's expression brightened. "Wait—this is the first time Ben's actually heard the word Omnitrix. Up until now, he didn't know what the watch was even called."

"Good catch," Erza agreed.

Gwen snapped back at him, frustration bubbling over. "Duh? Why else would some alien track you down? It wants the watch, Einstein!"

Freed sighed, sharing Gwen's frustrations. "Agreed. Even if Ben hasn't heard the name of the Omnitrix yet, he should've been able to determine that the mercenary is referring to the watch. Why else would alien bounty hunters come after him?"

"Uh… who's Einstein?" Natsu asked, scratching his head.

Ben chuckled lightly. "He was a really smart scientist back on my world."

"Sounds boring," Natsu muttered.

"Sounds brilliant," Levy corrected immediately.

"You don't have to get snotty about it, Ms. Know-It-All." Ghostfreak's eye slide back to Kraab. "Sorry, 'crabby.' The watch and I are kind of—attached."

"Not for long," the bounty hunter growled, snapping the air with a clamp.

Ghostfreak's voice then dropped into a chilling register, heavy with malice. "You have no idea who you're messing with."

Many wizards shivered at once.

"That… didn't sound like Ben," Lucy said quietly, hugging her arms.

"Creepy," Gray muttered, scowling. "He sounded like he was ready to kill."

Wendy whimpered softly. "I-I don't like that voice… it's too dark…"

Even Juvia frowned, wringing her hands. "Something feels wrong. Juvia doesn't think that was just Ben talking…"

Cana set her mug down with a frown. "Yeah, that wasn't a kid's bravado. That was something else."

Mirajane's expression turned thoughtful, her hand resting against her chin. "It could be the alien itself. Ghostfreak's nature might be bleeding into Ben's personality. I know how that feels—my Demon Take-Overs sometimes push their emotions onto me if I'm not careful."

Ben subtly glanced in Mira's direction, impressed. Wow…Mira hit the nail on the head. Though I bet even she'll be surprised when Zs'Skayr escapes.

Erza's eyes narrowed. "A dangerous possibility. If the form influences his mind, then he risks losing control entirely."

"I was just about to say the same thing," Kraab challenged, undeterred by Ghostfreak's threat.

"Oh, yeah? Do you know this one? Now you see me, now you don't!" Ghostfreak's body flickered before vanishing completely, leaving only Gwen visible in the warehouse.

Gwen's eyes widened as she realized she was the only target Kraab could see. She laughed nervously, backing away before turning to bolt.

"Ben, you idiot!" Lucy cried, standing up. "You just left Gwen exposed! He could've grabbed her as a hostage!"

"Exactly!" Erza's voice was sharp as a blade. "That was reckless and stupid!"

Ben raised his hands, grimacing. "Yeah, I know, I know. Believe me, I realized afterward how bad that could've gone." He exhaled, shoulders sagging. "Honestly, the only reason it didn't happen is because he was so focused on the Omnitrix."

As Ben said, Kraab was not interested in Gwen and began scanning the warehouse for the Ectonurite. His eyes glowed faintly as he turned slowly in place. Ghostfreak crept silently behind him, hands raised to strike.

Suddenly, Kraab's head rotated a full one-eighty, locking directly onto Ghostfreak's position.

"You're as arrogant as you are dim-witted!" the crab-like alien barked.

This surprised many in the guild.

"He can see him?!" Wendy exclaimed, eyes wide.

"Impossible," Levy whispered, pen hovering over her notes. "Ghostfreak was invisible…"

Ben explained. "Kraab switched to thermal vision. Even though Ghostfreak can go invisible to the naked eye, he still gives off some kind of a heat signature—something that hunters like Kraab can pick up on."

Erza frowned. "Meaning his intangibility and invisibility are not foolproof. Against the right equipment, those powers are useless."

Gajeel smirked. "Guess being sneaky ain't an option then."

Kraab's claw whirred before a nozzle extended. With a loud fwoosh, he blasted a stream of thick orange liquid straight at Ghostfreak.

The ghostly alien recoiled as the goo splattered across his body, forcing his form back into visibility.

"Blech! What happened?!" Ghostfreak demanded, struggling against the sticky substance.

"Your protoplasm is now solidified—making it easier to do this!" With his regular arm, Kraab punched Ghostfreak into the wall with a deafening SMASH.

The guild erupted in shock.

"No way!" Natsu yelled incredulously.

Even Gajeel whistled. "Didn't think I'd see the day someone decked a ghost."

"That's… impossible," Levy muttered.

"Smart bastard," Gray growled. "Took away his biggest advantage in one shot."

"Which means…" Erza concluded grimly, "…Ghostfreak is at a severe disadvantage now."

"Guess that crab's tougher than we thought," Cana admitted.

Ghostfreak shook his head as the goo clung stubbornly to his ectoplasmic body. Kraab advanced, his sharp drill-legs stabbing forward with terrifying precision.

Ghostfreak barely twisted out of the way, the legs slamming into the ground where he'd just been. Desperate, the Ectonurite lashed out and tried to tackle Kraab head-on.

But Kraab swung his massive claw with contemptuous ease, swatting Ghostfreak aside like an insect. The alien boy sailed across the warehouse and crashed into the far wall, wood splintering around him.

Many in the guild winced.

"Ouch," Wendy whispered, covering her mouth.

"That crab's playing for keeps," Gray muttered.

Gwen dashed across the warehouse, crouching down to help her cousin. Ghostfreak groaned as she helped pull him up. "Oh, man… who is this guy?" he asked, his voice edged with genuine frustration.

Gwen rolled her eyes. "Remember when I said I wanted to be there when you finally got your butt kicked? I take it waaaay back!"

Lucy folded her arms, muttering to herself, "Told you, Gwen."

Gray frowned. "Yeah, she's eating those words now."

Kraab's heavy footsteps clanked closer, echoing in the warehouse.

Gwen's eyes widened. "You're the super guy—do something!" she urged.

Ghostfreak floated back into the air, his eye narrowing. "You better keep your claws to yourself—" he warned, twisting and weaving unpredictably. His ghostly form shifted from side to side, making his movements slippery, like smoke in the wind.

For a second, it seemed like Kraab couldn't follow his erratic motions. Then the hunter snapped open his claw, revealing a charged node inside. ZZZAAAP!

A crackling blast of electricity shot forward, arcing across Ghostfreak's body.

"AAGH!" Ghostfreak screamed, his distorted voice crackling as he was blasted backward, slamming into the ground in a heap of ectoplasmic mass.

Many of the wizards became concerned.

"He's really out of his league…" Gray admitted, frowning.

Juvia's hands clenched tightly over her chest. "Poor Ben… Juvia does not like this at all…"

Gwen froze in horror as Kraab's shadow loomed over them. The hunter clanked up onto a platform above Ghostfreak's fallen form, his claw raised high. The Ectonurite twitched and struggled to rise, his strength failing him.

Kraab looked down at his prey with cold amusement. "Hardly worth the hunt…"

"Ben…" Wendy whispered. Her voice trembled.

Juvia's eyes softened with worry, her voice hushed. "Please… get up…"

As Kraab prepared to deliver the final strike, Gwen's sharp eyes caught sight of something behind him—a rusty switch box wired into the platform's base. Her eyes lit up with inspiration.

"BEN, GIVE HIM A LIFT!" she shouted.

Ghostfreak's eye darted around before spotting the box. He promptly yanked the lever down.

The platform suddenly beneath Kraab shot upward like a piston. The crab-like hunter had little time to react as the lift slammed him against the ceiling, pinning his armored body in place.

Several in the guild cheered while others exhaled in relief.

"Nice!" Cana whooped.

"Take that, crab-boy!" Natsu cheered, pumping a fist.

"Thank goodness!" Wendy's shoulders sagged as she sighed. "I was so worried…"

Juvia let out a breath she hadn't realized she was holding, her hand pressed over her heart. "Juvia is so relieved… Ben is safe." She smiled softly, her eyes glistening. "Even if only for the moment."

"So… Did that kill him?" Gray asked.

Lucy frowned, biting her lip. "Maybe… squishing him like that looked brutal."

Ben shook his head. "Nope. Kraab's way tougher than that. That only bought us time to retreat. Believe me, guys like him don't go down that easy."

Gwen hurried over to where Ghostfreak was still slumped. Just as she reached him, the Omnitrix timed out and in a red flash, Ghostfreak was replaced by Ben.

"Ben, you okay?" she asked, her voice carrying genuine concern.

"Oh, man… that was even weirder than when I normally go Ghostfreak," he muttered, his tone uneasy.

"More proof," Mirajane said gently, folding her hands. "His personality shifts when he becomes Ghostfreak—even if it is slight."

Levy scribbled notes quickly. "So it's not just the powers that come with the transformation. It's… fragments of the alien's instincts bleeding into Ben."

Juvia worriedly clasped her hands. "Poor Ben… That must be frightening, even for him."

Gwen pulled him up by the arm. "Come on. Let's get out of here before crab cake wakes up."

The kids dashed out of the warehouse together, leaving Kraab's still-crushed body twitching faintly under the ceiling lift.

But as the camera shifted, a figure lingered in the shadows. Shard stood silently inside the warehouse, having watched the whole thing.

The guild reacted with fresh tension.

"Wait—he was there the whole time?!" Lucy gasped.

"Why didn't he help Kraab?" Gray asked, narrowing his eyes.

"Because they're not allies," Erza reminded. "Mercenaries like these are competitors. Each wants the Omnitrix for themselves."

"Still," Cana muttered, "you'd think he'd strike while the kid was weak. He's back to human now."

"That's what bugs me," Levy said. "Why didn't Shard attack? Unless… he has other motives."

Makarov's eyes narrowed. "Cunning hunters often stalk their prey, waiting for the opportune moment. Perhaps Shard intends to let the others thin the herd first."

"Coward's move," Gajeel grumbled. "But smart."

Ben smirked to himself. They'll definitely be surprised when they find out the truth. Though, to be fair, I was shocked back then too.


Ben and Gwen came running up to the Rust Bucket.

"What happened?" Max asked, concerned.

Gwen waved a hand, her sarcasm masking her lingering nerves. "You know, the usual. Some jumbo-sized crustacean burst out of the ground and attacked Ben. It said it wanted the watch—only it kept calling it the Omnitrix…"

Ben straightened up, brushing off his bruises with a grin. "Just let me go Four Arms and I'll turn him into a seafood special!"

"Yeah!" Natsu shouted, fists ablaze. "Smash him good!"

Elfman pumped his fist. "That's the manly way!"

Lucy frowned, arms crossed. "He just got wrecked as Ghostfreak. Who's to say Kraab doesn't have a counter for Four Arms too?"

Freed nodded. "Right—if he's equipped to neutralize one alien, he could have tech for others as well."

"Yeah." Bickslow shrugged. "While I'm all for a good fight, even I say charging back in sounds like a bad idea."

On screen, Max shut the hood with finality. "No time. Repairs are done. We're out of here."

"But Grandpa—!" Ben tried to argue, but Max cut him off.

"No arguing," Max said flatly, his tone leaving no room for debate. He ushered both kids inside the Rust Bucket. With a loud rumble, the engine growled to life, and the battered RV pulled out of the ghost town, heading back toward the open desert roads.

"Aw c'mon! Why are they running?" Natsu asked, his brow furrowing. "Ben could fight once the watch recharged."

"Because they'd be cornered," Erza countered immediately. "Max is correct to make a tactical retreat. They don't yet know the full strength of their pursuers."

"Exactly," Mirajane agreed. "Escaping gives them time to regroup."

Cana leaned back. "Or it just delays the inevitable. Those hunters aren't gonna quit."

"Retreat today, fight tomorrow," Makarov said wisely.

Natsu pouted. "Bah! I'd still pound the crab!"


The Rust Bucket rumbled steadily down the lonely desert road. Inside, Gwen pressed her forehead against the window, eyes scanning the barren horizon.

"No sign of 'crab guy' yet!" she called back, relieved.

"Well, he better not show up if he knows what's good for him—!" Ben boasted from his seat, puffing out his chest confidently.

Several wizards groaned.

"Cocky again," Erza muttered, unimpressed.

"Ben, you only escaped because Gwen noticed the switch!" Lucy pointed out.

Gray smirked. "She's right. Without her, you'd still be stuck under Kraab's claw."

Ben lifted his hands defensively. "Hey, hey—I know. Looking back, Gwen saved my butt plenty of times. I was too stubborn to admit it at ten."

Gajeel grinned. "Still stubborn now, just better at hiding it."

The teen hero mildly glared at the Iron Dragon Slayer. "You know I can kick you out, right?"

On screen, the kids were jolted as a heavy THUD shook the Rust Bucket's roof. Gwen's head whipped upward.

"What was that?" she asked nervously.

The sound of metal grinding filled the air. A circular sawblade pierced the ceiling, sparks flying as it carved a ragged hole.

"I think we just picked up a hitchhiker!" Gwen cried, panic rising.

The saw finished its cut, and a shadow loomed over the gap. Sixsix tore the roof open with ease, his glowing eyes peering inside the RV.

"AAAAH!" Ben and Gwen screamed in unison.

"Who's that?!" Gwen yelped, pointing in terror.

"Beats me!" Ben shouted back.

"They tracked him again," Erza said grimly. "This one won't waste time like Kraab."

"Yeah, but… how long did it take your old watch to recharge?" Cana asked, turning toward Ben.

"Usually five to ten minutes," Ben explained with a wry smile. "But back then? It felt like an hour every time."

Lucy paled. "Five to ten minutes doesn't sound long—unless you're being hunted by alien mercenaries."

Sixsix reached through the torn ceiling, claws outstretched toward Ben. But before he could grab the boy, Max slammed his foot onto the brakes.

The Rust Bucket lurched violently, and Sixsix was flung off the roof, tumbling down onto the road ahead.

Without hesitation, Max's eyes narrowed as he floored the gas. The RV roared forward, and with a loud THUD-THUMP, the massive vehicle ran straight over the armored bounty hunter.

"Oof!" Bickslow winced. "You know that's gotta hurt!"

"Max just ran him over?!" Lucy exclaimed, shocked.

"Savage," Cana muttered, raising her glass in approval.

Erza's eyes softened slightly. "I cannot fault him. Faced with an enemy threatening his grandchildren, he chose the surest defense."

Max's brief grin of triumph faded as the RV sputtered to a stop. He frowned, stepping out and circling the vehicle. His eyes widened in frustration as he saw all four tires shredded flat, embedded with spikes.

To make matters worse, a shadow loomed behind him. Sixsix's body stirred on the ground, the armored hunter pushing himself upright—completely unfazed by being run over.

"He's not even hurt?!" Wendy squeaked, clinging to Ben's right arm.

"Unbelievable," Levy muttered. "His armor absorbed the entire impact."

"Impressive." Erza admitted. "I wonder what's it made of…"

"And now the guy's pissed," Gray added grimly.

Max's eyes darted around, searching for options. His gaze fell on a gaping mine entrance just off the road. He pointed firmly. "In there!"

The kids didn't hesitate. Together the trio sprinted toward the mine.

But before Sixsix could give chase, the ground trembled violently beneath his boots. Cracks spidered out, the road heaving upward—

KRA-KOOM!

Kraab erupted from the ground, drill-legs whirring, and slammed his claw down on Sixsix. "Remember me?!" the Piscciss Premann bellowed.

"Oh, great…" Lucy muttered, pinching the bridge of her nose. "Both of them now?"

"Talk about frying pan to fire," Cana sighed.

"At least they're not working together," Erza said, her eyes narrowing. "That gives the Tennysons a chance to slip away."

"Yeah," Gray agreed. "If the mercs tear each other apart, that's less heat on them."

Natsu, on the other hand, was grinning ear to ear. "Two-on-one fight! Let's go!"

"Not for Ben, flame-brain," Gray muttered. "For them."


The camera followed the Tennysons as they dashed through the dark, dusty corridors of the abandoned mine. Their hurried footsteps echoed off the stone walls until they finally turned a corner and stopped, panting hard.

Ben cautiously peeked back around the bend, his hand braced against the wall. The mine's entrance loomed in the distance, silent and empty.

"Whew, the coast is clear!" he declared with a grin, relaxing his shoulders.

His relief lasted all of two seconds before the ground split apart in a shower of dirt and rock. Kraab erupted from below with a roar, his massive claw snapping together as he blocked their escape route.

Gwen spun on her cousin, eyes blazing. "Don't you get tired of being wrong all the time?!" she snapped.

"Actually," Gray pointed out with a smirk, "this time, he wasn't wrong. Just bad timing."

Kraab advanced with a hiss. "The Omnitrix! Give it to me!"

Max grabbed a chunk of rusted metal lying nearby and hurled it at the bounty hunter. But Kraab simply raised his claw and crunch—the metal was reduced to scraps instantly.

"Run!" Max barked, and the three bolted deeper into the mine. Kraab's claws slammed into the walls behind them, sending chunks of rock raining down.

Meanwhile, Ben frantically tapped at the Omnitrix as he ran. "Come on, do something. Anything!" he pleaded desperately, the dial clicking uselessly under his hand.

"Oh no…" Wendy whimpered. "It's still not ready?"

Lucy buried her face in her hands. "This stupid recharge always happens at the worst times."

Erza crossed her arms. "A reminder that this limitation will force him to rely on his wits—and his family."

Ben sighed. "Yeah… Every second you're staring at that dead dial, you feel more helpless."

Levy nodded quickly. "But against Kraab in an enclosed mine, without powers? That's a terrifying disadvantage."

The tunnel the trio ran through finally widened—only to end abruptly at a gaping chasm. The ground dropped away into darkness. The Tennysons skidded to a halt at the edge.

Gwen's breath caught in her throat. "Now what?!" she cried in fear.

Max's sharp eyes darted around, scanning the area. At last, he pointed to an old cable car suspended across the chasm, its rusted frame swaying slightly in the stale air.

"We take a ride," the old man declared.

Without hesitation, Ben and Gwen scrambled into the cart. Max followed, pulling down the lever to engage the mechanism. The cart creaked and lurched forward just as Kraab's shadow loomed behind them. But Max threw his weight forward, pushing the lever hard. The cable screeched, and the car began to trundle across the chasm.

As Kraab lunged, nearly catching him, Max made one last daring move—he leapt across the gap himself, landing solidly in the cable car as it carried his grandchildren away from the pursuing hunter.

"Not bad, old man!" Gray admitted with a grin. "Guy's still got hops."

Makarov nodded in approval. "Impressive, indeed. Must say, I'm a little jealous."

"Strong for his age, huh?" Cana smirked. "Bet there's a reason for that."

Lucy nodded thoughtfully. "Yeah… he moves like someone with training."

Erza's tone, however, was grim. "Commendable as his leap was, they are still in grave danger. Now they dangle above a chasm by nothing more than a cable… and two mercenaries pursue them. Either one could cut the line."

Her words made Wendy clutch Ben's arm tighter. "That's terrifying… They'd fall straight down!"

"Exactly," Erza said. "This so-called 'escape' may only delay the inevitable."

Kraab scuttled closer to the cliffside, his massive claw raised high. He sneered at the cable car dangling in the middle of the chasm.

"What a pathetic excuse for prey!" he roared, swinging his claw back, preparing to sever the line in a single strike.

But before the blow could land—BLAM! He was shot backward by Sixsix.

The guild sighed in collective relief.

"Thank Mavis…" Lucy exhaled, pressing a hand to her chest. "That was way too close."

"Good thing those mercs aren't working together," Jet added with a smirk. "They're too busy beating each other up."

"That Vilgax really screwed himself on this deal," Droy chuckled. "Only offering the reward to one of them? Of course they'd turn on each other."

Levy suddenly straightened in her seat, tapping her pen. "Wait. What if that was the plan?"

The others turned to her, curious.

Levy explained, her tone sharp with thought. "Think about it—Vilgax might've wanted the mercenaries to fight each other, exhaust themselves. That way, if they did manage to wear Ben down, he could just send in his drones afterward to swoop in and take the Omnitrix without lifting a finger."

The guild went quiet for a moment as the idea sank in.

"…That sounds exactly like something that guy would do," Gray muttered.

Erza frowned deeply. "Cold, calculated, and efficient. He'd let others do his work, then strike at their weakest moment."

Cana shook her head with a low whistle. "Damn, Levy. That's some detective work right there."

Ben smiled, leaning back with his arms crossed. "Spot on. That's exactly what Vilgax was aiming to do. Send the mercs, let them fight each other, let them push me to my limits—and then he'd sweep in with his drones to finish the job. Honestly, Levy, you nailed it."

Levy flushed lightly at the praise, smiling shyly. "W-well… it just made sense."

The cable car rattled violently as Sixsix swooped in from above, his jetpack roaring. ZAP-ZAP-ZAP! Energy bolts struck the frame, sparks flying as the Tennysons were tossed around inside like ragdolls.

"We got company—closing in fast!" Gwen alerted, eyes widened.

Max braced himself. "We need a plan."

Before he could say more, the Omnitrix on Ben's wrist chirped loudly. The dial glowed bright green.

"Yes!" Ben grinned, triumphant. "Who needs a plan when you've got the watch? I'll take care of this!" He raised his arm and slammed down on the dial, the green flash engulfing the cable car.

"No, Ben. That's just what it wants!" Max tried to warn Ben, but it was too late.

"Now that's what I'm talking about!" Natsu cheered, punching the air. "Take him down, Ben!"

"Show 'em the meaning of manliness!" Elfman shouted, nearly knocking over his drink.

"Crush 'em, kid!" Gajeel barked with a grin, baring his teeth.

But others were far less enthusiastic.

Lucy groaned, pinching the bridge of her nose. "He didn't even wait to hear the plan, did he?"

Gray scowled. "Nope. Straight into the fight without thinking again."

Levy sighed, scribbling quickly. "Max is right—Sixsix wants him to transform. It's bait."

Erza's expression was stern. "A reckless charge plays into the hunter's hands."

Cana smirked into her drink. "But come on… we do wanna see which alien pops out next."

The Omnitrix's green light flared—and when it faded, Ben was gone. In his place stood the crystalline warrior Diamondhead. Without hesitation, the Petrosapien leapt straight out of the swaying cable car, his jagged arms locking around Sixsix.

The two of them spun violently as gravity pulled them down into the chasm, sparks flying as their armored bodies clashed midair.

The guild reacted instantly.

"Least the kid picked Diamondhead," Wakaba said, puffing a smoke ring from his pipe.

"Yeah the guy's practically indestructible." Macao agreed.

"Better than going Stinkfly," Laki commented.

Wendy let out a little sigh of relief. "Diamondhead's really strong… maybe he can win this time…"

But Erza shook her head, arms folded. "Do not underestimate them. Ghostfreak was powerful too, yet Kraab had a counter. If these hunters are experienced, they may know how to exploit Diamondhead's weaknesses as well."

Mirajane frowned. "She's right… no Take-Over, alien or not, is perfect."

Max leaned dangerously out of the cable car, his voice echoing down the chasm. "Ben!"

A moment later, the two combatants rocketed back up, Diamondhead and Sixsix slamming into the stone wall on the far side. Shards of crystal and sparks burst outward as the clash rattled the canyon.

The cable car, meanwhile, creaked and continued its journey through the tunnel, carrying Max and Gwen to relative safety.

"Ben, come on!" Max called out desperately.

Diamondhead shoved Sixsix back, his voice ringing out confidently. "I'll catch up. First, I've got to put some dents in this walking soda machine!"

Natsu leapt to his feet. "Hell yeah! Don't know what a soda machine is, but take 'em down, Ben!"

Elfman pounded the table. "Make sure it's a manly beatdown!"

Levy groaned, scribbling furiously. "He really shouldn't split up from Max and Gwen right now…"

Erza's eyes narrowed. "If he falls here, there will be no one to save him."

Wendy pressed her hands together, whispering, "Please be careful…"

Juvia looked at the screen uneasily. You're still alive, so clearly you found a way to win. But… Why does Juvia feel so uncertain?

Diamondhead crouched low, jagged arms glowing faintly as he prepared to strike. But before he could lunge forward, Kraab erupted from the ground behind him, seizing him around the torso with his large claw. With a roar, the crustacean bounty hunter hurled the crystalline alien into the stone wall. The cavern shook with the impact, shards of diamond scattering across the floor.

Diamondhead groaned but quickly rebounded. As Kraab and Sixsix advanced, he snarled and leapt forward. His right arm sharpened into a gleaming spike, and he slashed in a wide arc. Kraab narrowly ducked aside, but the blow connected with Sixsix, sparks flying as his armor scraped under the crystalline blade.

Without pausing, Diamondhead pivoted and drove his left fist into Sixsix's gut, the multi-armed merc doubling over. At the same time, he caught Kraab's claw with his right arm, bracing against the crushing pressure, before swinging his left once more to crack Kraab across the face.

The two bounty hunters staggered back slightly, and Diamondhead raised his arms.

"Nice! That's how it's done!" Natsu shouted.

"Woohoo! Cut 'em down!" Cana whooped.

But not everyone was impressed.

"Too reckless," Erza said flatly. "By attacking both at once, he's placed himself between them."

Mirajane frowned in agreement. "She's right. A real fighter knows better than to let enemies surround you. Now they'll flank him."

Elfman crossed his arms reluctantly. "…She's got a point."

On screen, their words proved true. Sixsix recovered quickly, leveling one of his many blasters. Z-ZAP! A bolt of energy slammed into Diamondhead's stomach, knocking the Petrosapien backward—straight into Kraab's waiting claw.

WHAM! Kraab gut-checked him hard, making Diamondhead grunt in pain before Sixsix rushed in again. This time, the armored hunter drove a heavy strike into his crystalline back, sending cracks spidering across his armor.

Diamondhead staggered, stunned, only for Kraab to seize him firmly around the midsection. With terrifying ease, the Piscciss Premann lifted him high before slamming him down into the cavern floor. The impact echoed like thunder, rocks splintering beneath him.

And before Diamondhead could recover, Kraab flung him across the chamber, his crystalline body smashing against the wall and slumping down with a heavy thud.

The guild winced collectively.

"They're ganging up on him," Lucy said worriedly, hands clasped tight.

"Classic pack tactics," Erza noted. "Divide his attention, strike in rhythm. Against two seasoned fighters, Ben's inexperience is glaring."

"Damn," Gray muttered, scowling. "They're picking him apart."

Wendy's eyes watered, her hands trembling. "H-he can't… he can't win like this…"

Juvia's voice was hushed, almost pleading. "Ben… You must find a way…"

Even Gajeel's grin faltered. "…Looks like the hunters are teaching him what it means to be prey."

Sixsix stalked forward, his blasters glowing as he advanced on the battered Diamondhead. But Kraab suddenly shoved a claw in front of him, blocking his path.

"Back off! That reward's mine," Kraab snarled, his eyes glowing.

Sixsix snapped something back in his guttural alien language, his tone sharp and mocking.

"Well, you don't have to get personal!" Kraab barked back irritably, clearly offended.

Happy tilted his head. "What'd Sixsix say?"

Ben smirked. "He basically told Kraab to pis—" he stopped to glance down at Wendy again. "Uh, to buzz off…and mocked him for being more machine than alien. Sixsix wasn't exactly subtle."

Cana laughed into her drink. "So even bounty hunters trash-talk each other. Love it."

"Guess there's no honor among mercenaries," Gray muttered.

Before the two hunters could start tearing into each other, a small metal orb bounced across the cavern floor and landed between them.

PSSSSHHHH! A thick gas exploded outward, hissing as it spread. Kraab and Sixsix both staggered, their voices distorted as they choked before collapsing in a heap, unconscious.

A few feet away, the silhouette of Shard appeared, lowering his smoking grenade launcher.

The armored mercenary strode confidently forward, ignoring the two incapacitated hunters as he hovered over Diamondhead. Without hesitation, he grabbed the Petrosapien by the sharp spike jutting from his back and hoisted him into the air like a trophy.

Then, with his thrusters firing, Shard carried Ben out of the tunnel.

The guild hall erupted in mixed reactions.

"Finally! Someone shut those two up," Gray muttered, almost relieved.

"Whew," Wendy sighed, "at least Ben isn't being beaten anymore…"

"Yeah, but look!" Lucy pointed sharply at the screen. "Now he's a prisoner!"

"Right," Erza agreed grimly. "This one is more cunning. He has eliminated his competition and taken Ben without distraction. That makes him far more dangerous."

Juvia wrung her hands. "There is no one left to stop him this time…"

Levy's eyes widened as she scribbled. "He waited until both mercenaries were distracted—then swooped in. Was that his strategy all along?"

"Smart," Gajeel admitted. "This guy's the real problem."


The tunnel gave way to daylight as Shard soared back into the ruined streets of Slaterville. The armored hunter descended smoothly and unceremoniously tossed Diamondhead to the cracked ground.

"Billions of beings on this planet," Shard muttered coldly, his voice filtered through his mask, "and the Omnitrix winds up on the wrist of a foolhardy youth."

"Well… he's not exactly wrong," Cana admitted, shrugging.

Gray smirked. "Yeah, but foolhardy or not, Ben's held his own against monsters twice his size."

"Yes." Juvia said firmly. "Young Ben is immature, yes, but he cares."

Wendy smiled faintly. "Yeah… Ben always tries to help people, no matter what."

Diamondhead lifted his arm defensively. "Well, like I told your buddies, this thing doesn't come off. I've tried."

"Of course it doesn't," Shard replied, his tone edged with superiority. He paced with slow, deliberate steps. "Its power utilizes alien DNA, which binds to the host's own genetic structure. It cannot simply be removed like—taking off a hat…"

As Shard spoke, Diamondhead narrowed his eye ridge, quietly shaping his arm into a crystalline blade. When the hunter's back was turned, he lunged forward with a roar.

But without even glancing back, Shard expertly pivoted and delivered a sharp uppercut that sent Diamondhead flying back.

"Unmanly!" Elfman barked. "A true man faces his opponent head-on, not with sneak attacks!"

Gray rolled his eyes. "Give me a break, Elfman. He's fighting for his life. I'd sneak-attack too."

"Exactly," Cana smirked. "He's a kid fighting pros. Whatever works."

"Still…" Levy frowned thoughtfully. "Shard doesn't act like the others. Kraab and Sixsix tried to kill him or rip the watch off. Shard's talking about it… giving information."

"Yeah," Lucy agreed. "It's almost like… he's not trying to capture Ben. Not yet, anyway."

"Your choice of warriors is based solely on brute strength, without regard for any strategy," he lectured. "Do you ever pause to consider your actions at all?"

Diamondhead bristled. "Hey! I kick more than my share of alien butt!" he snapped defensively.

Shard didn't hesitate. "Such as your recent success in the mine shaft with the bounty hunters," he pointed out coldly.

Some wizards reacted with sympathy—and secondhand sting.

"Oof!" Wakaba winced. "You know that had to hurt."

"Yeah…" Macao agreed. "Kid's pride must be shattered."

"That line would've pissed me off too." Gajeel admitted

Elfman crossed his arms, nodding. "Stings the ego… but sometimes that's what makes you grow."

Makarov looked thoughtfully. "Harsh but effective. The best way to make someone acknowledge their flaws is to confront them with their most recent failures."

Lucy frowned, arms crossed. "But… he's a mercenary. He's not trying to help Ben. He's just breaking him down."

Diamondhead growled. "It was two against one!" he shouted defensively, rushing in with both arms sharpened into lethal spikes.

"Excuses," Erza said firmly, her tone like steel. "A true warrior does not complain of the odds. They overcome them."

Mirajane nodded. "Wizards are often outnumbered. You win by adapting, not whining."

Gray smirked. "Two against one? Try dozens against one. That's a normal Fairy Tail fight."

Cana chuckled. "Yeah, try being on the Thunder Legion's bad side. That's three against one and way worse."

Even Elfman crossed his arms with a frown. "Making excuses isn't manly. You take the hits and keep fighting."

Ben sighed. "Okay, okay, I get it. Ten-year-old me wasn't great at owning up to failure."

Shard barely moved as Diamondhead charged. With a simple step to the side, he redirected the boy's right arm downward, spoiling the strike. As the left spike came in, Shard smoothly deflected it and spun, his crystal gauntlet cracking across Diamondhead's jaw with a vicious backhand. The Petrosapien stumbled back, shards flying.

"You were moments away from losing your life," Shard said evenly, his voice sharp but calm.

Diamondhead snarled, thrusting his left arm forward again, but Shard's crystalline forearm redirected it with contemptuous ease.

"—And the Omnitrix," Shard continued coldly, catching the next stab on his left arm and shoving it aside.

Diamondhead tried again with his right, only for Shard to parry effortlessly. He shoved the boy's left arm away, then drove his open palm into Diamondhead's face, slamming him back with brutal precision.

The Petrosapien staggered, dazed, the mercenary never losing his calm, deliberate rhythm.

Many in the guild grimaced.

"Damn," Gray muttered. "He's making it look too easy."

Erza narrowed her gaze. "This Shard isn't just strong—he's well trained. Every move is calculated."

Wendy bit her lip, her voice trembling. "He's… he's treating Ben like a child…"

"Because that's what he is to him," Lucy whispered. "Just a kid playing hero."

Juvia clutched her hands tightly, her voice hushed. "Poor Ben… he's trying so hard, but…"

"Victory should've been swift and effortless." Shard's voice cut like a blade as he intercepted yet another wild stab from Diamondhead. His right arm angled just so, catching the crystalline spike, while his left arm snapped upward in a brutal uppercut.

CRACK! Diamondhead's head snapped back as shards splintered off. He staggered, groaning, only to try again with another stab—this time straight to the chest.

Shard didn't even shift his footing. His left hand shot out in a short, sharp strike—a one-inch punch. The force rippled through Diamondhead's torso and dropped him flat to the ground.

"The Omnitrix is not some toy for your amusement. It is the most powerful weapon in the galaxy—the key to an epic battle between good and evil."

The guild was floored.

"He's holding him back like it's nothing…" Lucy whispered, wide-eyed.

Natsu frowned deeply. "He's not even breaking a sweat. Just swatting him around."

"Pathetic," Gajeel muttered with disbelief. "I've sparred with Ben in Diamondhead form before—he's way stronger now. But even younger Ben shouldn't look this helpless. This guy's toying with him."

"Scary…" Wendy murmured.

Juvia nodded gravely. "Yes. He's… terrifyingly precise."

But beyond his strength, the guild was unsettled by Shard's words.

"Why is he lecturing him?" Cana asked, narrowing her eyes. "That doesn't sound like a mercenary cashing in a job. That sounds like a teacher scolding a student."

"Exactly," Levy agreed. "He's explaining the purpose of the Omnitrix, not just trying to take it. Why would he do that unless…?"

Erza's eyes narrowed. "Unless his motives differ from Kraab and Sixsix."

Diamondhead groaned and pushed himself up. "Then… whose side are you on?"

The mask concealed his expression, but his answer was simple. "…You're still alive, aren't you?"

Diamondhead froze, his eyes widening. "You're a good guy?!" he asked in disbelief.

"WHAT!?" Nearly everyone in the guild shouted.

"A good guy?!" Wendy echoed, her mouth falling open.

Lucy blinked. "Wait—if he's good, why's he working with Vilgax?!"

Cana frowned. "That makes no sense. Unless… he's playing some deeper angle."

Mirajane hummed softly. "Or maybe… he has his own definition of 'good.'"

Shard's voice was calm, almost clinical. "My mission is to retrieve the Omnitrix at all costs. Since it is attached to you, I will bring you back for its removal."

"A double agent, huh?" Gajeel muttered knowingly, leaning back in his chair. "Clever. Play along with Vilgax's game while working your own angle."

Makarov nodded gravely, recalling Gajeel's infiltration of Raven Tail.

Lucy frowned. "Even if he is a double agent, removing the Omnitrix doesn't sound like a good plan. Without Ben, how many disasters would've gone unchecked?"

"Exactly!" Juvia's voice raised in defense. "Ben as a child may have his flaws, yes, but things would've gone much worse had he not been there. He shouldn't have his magic—uh, p-powers removed."

Erza nodded. "Agreed. But Shard doesn't know that. He's only seen Ben's battles with the bounty hunters, which are less than impressive."

Diamondhead's jagged fists clenched. "Oh, no. I'm not going anywhere," he growled.

"It's not your choice," Shard countered flatly.

Diamondhead's eye narrowed. "It is now…!" With a roar, he lunged forward, tackling Shard hard enough to knock his folded-up hoverboard from his grip.

The bounty hunter recovered instantly, seizing Diamondhead by the face. With frightening strength, he hurled him aside like dead weight. The Petrosapien smashed into the ground, shards splintering as he struggled to rise.

Shard's voice was steady as he loomed above. "It is disturbing how little you know of this alien's strengths and weaknesses. You have barely scratched the surface of its potential."

Diamondhead groaned, pushing himself upright. "Yeah? So what makes you such an expert?" he snapped defiantly.

With a hiss, the mask slid open, sliding back to reveal his true face—

It was almost identical to Ben's Diamondhead form, but with subtle differences. His crystals gleamed with a bluish hue, and his piercing green eyes glowed with sharp intelligence.

He was a Petrosapien!

The guild gasped in unison.

Wendy clutched Ben's arm tightly. "Oh… oh wow… He's one of Diamondhead's people!"

Gray smirked faintly. "No wonder he was tossing Ben around like a rookie."

Erza nodded, her expression grim. "This revelation makes perfect sense. The boy was fighting someone who had mastered the very body he was fumbling to control."

Ben leaned forward, finally speaking up. "Everyone, meet Tetrax Shard. He used to be a mercenary with a…um, checkered past. Now he's a bounty hunter who fights the forces of evil."

The guild turned sharply at the mention of his past.

"Checkered past?" Cana echoed. "So what—you're saying this guy used to be evil?"

Ben hesitated, then nodded. "Y-yeah… But by the time we met him here, he'd changed."

"Huh." Gajeel leaned back, his eyes narrowing at the screen, clear interest sparking. "Is that so?"

Diamondhead's eyes wide at the sight of his mirror image. "You're… me!" he blurted in shock.

Tetrax's green eyes narrowed. "Wrong. I am a noble warrior. You are an impulsive annoyance."

Before Ben could snap back, the Omnitrix began its familiar warning chirps. In a burst of red light, Diamondhead vanished.

The boy was left standing small and human once more, looking up at the towering Petrosapien before him.

"Not good," Gray muttered. "Now he's completely vulnerable."

"Yes, but…" Juvia whispered, her brows furrowing, "…if Tetrax really is good, maybe this isn't as bad as it looks."

Tetrax's voice was calm but firm. "We have wasted enough time." With one hand, he seized Ben by the back of his shirt collar, lifting the boy effortlessly off the ground.

"Hey! Let me dooown!" Ben yelled, flailing helplessly.

Tetrax's eyes scanned the area, clearly looking for something. His gaze sharpened when he realized—the hoverboard was gone.

From behind a crumbling building, Kraab emerged, holding the folded hoverboard smugly in his claw.

"Looking for this?!" the Piscciss Premann sneered. "You're not getting off this planet with the Omnitrix. And just to be sure…"

He jerked his claw toward the side, where Sixsix stepped into view, his many appendages holding both Max and Gwen captive.

Many in the guild gasped.

"They've got Max and Gwen?!" Lucy cried out, hands flying to her mouth.

"That's low!" Happy shouted, fists balled.

Elfman slammed the table so hard it rattled. "A real man would face his prey head-on—not hide behind hostages!"

"Cowards," Gray spat.

Cana groaned. "And just when Tetrax had things under control, too…"

Max glared despite being restrained. "Hands off!" he snapped.

"Let me go!" Gwen demanded, kicking against Sixsix's grip.

Kraab let out a grating laugh as his claw clamped shut with a metallic snap. "See, we've decided to work together! And split the reward—" His eyes glowed maliciously as he raised the claw higher. "—and you, in half!"

The camera cut to Ben, still dangling in Tetrax's grip, his jaw slack with shock and horror.

Many mages groaned collectively, tension filling the hall.

Mira frowned deeply. "So Kraab didn't finish Sixsix off. Instead, they realized neither could win alone—and now they've teamed up."

Erza's jaw tightened. "Their rivalry was the Tennysons' only advantage."

"Not looking good now," Cana muttered darkly.

"Unless Ben gets clever," Levy added quickly. "Brute force isn't saving him this time."

"Yeah," Gajeel said, teeth bared. "This just turned into a whole different fight."


The scene shifted to show the sun dipping lower, staining the ghost town in shades of orange and crimson. Dust swirled in the breeze as the two groups faced off, locked in a deadly standoff.

Tetrax still held Ben by the collar, his grip firm but steady. Across from him, Sixsix's many weapons glowed menacingly, leveled directly at Max and Gwen's faces.

Neither side moved. The only sounds were the wind and the low hum of alien tech charging for a shot.

"Leave them alone!" Wendy cried out, standing on her seat.

Gray's eyes narrowed. "Damn it… the Omnitrix timed out. Ben's out of the fight for now."

Lucy bit her lip. "He can't even protect them like this."

"Then it all falls to Tetrax," Erza said seriously, her gaze locked on the screen. "Only he can decide which way this battle turns."

"Hopefully the merc makes the right choice," Cana muttered.

Kraab finally lost patience, firing a volley of beams straight at Tetrax.

But the Petrosapien didn't flinch. He pivoted smoothly, turning his broad crystalline back to shield Ben, the blasts ricocheting harmlessly off his jagged frame. Then, without a word, Tetrax bolted toward the nearest house, dragging Ben with him. He kicked the door open and ducked inside, setting the boy down on the dusty floorboards.

Ben blinked up, wide-eyed. Outside, Tetrax stood tall in the doorway, his crystalline form glowing faintly as he absorbed Kraab's relentless firepower by simply standing firm.

"Whoa…" Gray muttered. "He's tanking those blasts like nothing."

"Of course he is," Gajeel snorted knowingly. "Petrosapiens are built like fortresses. I'm not even surprised."

Cana whistled low. "Still… guy's tougher than granite and cooler under pressure. Gotta give him that."

But Levy frowned. "Then why fall back into a house? He was holding them off just fine."

Erza crossed her arms, her sharp eyes narrowing. "No. He's not retreating. He's moving Ben out of the line of fire. That's his true aim."

Lucy's face softened. "So he is protecting him, after all…"

Sixsix whirled on Kraab, chittering angrily in his alien tongue.

Ben translated with a grim smile. "He said, 'You trigger-happy cyborg! You could've damaged the Omnitrix.'"

Several wizards snorted at the irony.

"Don't blow a gasket, 'metal-mouth.' I know what I'm doing!" Kraab snapped back.

Gajeel cocked a brow. "Metal mouth? Pot calling kettle there…"

Inside the house, Ben turned frantically toward Tetrax, his fists clenched. "What are we waiting for? We've gotta save them!" he shouted, desperation thick in his voice.

Tetrax's grip was like iron as he once again seized Ben by the shirt, lifting him off the floor with ease. "Don't be foolish. Keeping the Omnitrix secure is the only priority here."

"What?!" Lucy shouted. "He's just going to leave Max and Gwen?!"

"That's not what a good guy does," Cana said sharply.

Juvia's voice trembled. "How can he say such a thing? Those two are Ben's family…"

Wendy clutched her hands together, eyes wide. "No… he can't mean that, can he?"

Even Erza frowned. "His logic is sound if he values the weapon above all else—but his judgment is flawed."

Young Ben's face twisted in fury as he shouted back, his voice cracking with raw emotion.

"Not to me. That's my family!"

Tetrax's grip loosened, setting Ben down on the floor. His voice, however, was still firm. "You cannot save them. You would soon be overpowered and captured. The obvious choice is for me to retrieve my hoverboard, so that we may leave the planet."

The guild bristled.

"That's awful!" Wendy cried, her small fists shaking.

But Erza's eyes narrowed, her tone heavy with reluctant agreement. "As much as I despise abandoning allies, his reasoning is… correct. Ben is outclassed, and the Omnitrix has not yet recharged. To stay and fight now would be certain capture."

Levy tilted her head. "Wait. But he mentioned leaving the planet. How could he do that with just a hoverboard?"

Ben explained. "Oh, that? Just wait. That'll be revealed later."

On screen, Ben opened his mouth. "But—"

"Stay here," Tetrax ordered firmly, cutting him off. With that, he turned and sprinted through the door.

Outside, Kraab's claw fire lit up the street in bursts of smoke and sparks. Tetrax leapt straight through it without hesitation, his arms raised. A volley of razor-sharp crystal shards launched forward, streaking past Kraab and hammering into Sixsix.

The blasts bounced off his armor but packed enough kinetic force to knock him flat to the ground, his weapons clattering against the dirt.

Kraab whipped around, his many eyes narrowing as he realized what happened—just in time to see Tetrax charging at him.

With a roar, Kraab swung his massive claw in a crushing arc.

But Tetrax moved like water. He leaned forward, his entire body snapping into a streamlined dive. His legs extended out, passing smoothly over the claw, grazing past it by inches.

And in one swift motion, his hand snatched the hoverboard straight out of Kraab's grip as he sailed past.

"Smooth!" Gray shouted, impressed despite himself.

"Man, that was cool!" Jet said.

Even Erza's stern expression softened. "Flawless execution."

Cana smirked. "And he saved Max and Gwen in the process—whether he meant to or not."

"Figures," Gajeel muttered, grinning. "Guy talks cold, but his actions say otherwise."

Ben chuckled faintly. "Yeah… that was Tetrax for you. He pretended he only cared about the Omnitrix, but he didn't really let innocents get hurt if he could stop it."

Tetrax snapped the hoverboard open, smoothly jumped on top, and shot into the air, weaving past a barrage of plasma fire from Sixsix. Rather than staying aloft, however, he banked hard, circled back, and then leapt clean off the board. His body plummeted like a meteorite, the heavy frame rapidly descending toward the armored bounty hunter below.

Max and Gwen scrambled for cover with Kraab, all three wisely ducking away from the impact zone. Sixsix, however, stubbornly continued firing upwards, bolts streaking against the sky—right until Tetrax slammed into him with bone-rattling force.

Many wizards in the guild winced.

"Ooooh, that's gotta hurt," Gray muttered, flinching.

"Even with armor, that kind of hit would crush bones," Erza said, impressed.

Lucy's face pinched. "I can't believe he jumped into that! Isn't he worried about hurting himself?"

"Not with that body," Gajeel said, smirking knowingly. "Diamondhead's kind are built for that kind of punishment. But Sixsix? Yeah, I bet even with his armor he felt all of that."

As the dust cleared, Tetrax stood in the crater he'd created. Sixsix struggled in his grip as the Petrosapien hoisted him up by the throat. With terrifying strength, Tetrax delivered a brutal underhand punch to his gut, followed by a crushing left hook that sent the mutated Sotoraggian skidding across the ground.

Sixsix groaned, lifting his arm as a panel slid open. FOOM! A rocket streaked out from his wrist, tearing across the air.

But Tetrax simply raised his arm, crystallizing it outward into a massive diamond shield. The explosion struck harmlessly against the gleaming construct.

At that moment, Kraab seized his chance, leaping down into the crater from above. His claw swung wide in a crushing arc—but Tetrax was ready.

He caught the claw mid-swing, the crystalline spikes of his hand locking against the massive pincer. Then, using Kraab's own momentum and his lowered stance in the crater, he pivoted, rolling forward and flipping the Piscciss Premann clean over his shoulder. Kraab slammed into the dirt with a heavy thud, dust billowing up around him.

"Damn! That's slick!" Cana cheered.

"Perfect use of weight and leverage," Erza noted approvingly. "He turned Kraab's power against him."

"Man, that was manly!" Elfman roared, pounding his chest.

Gajeel leaned back with a grin, folding his arms. "Heh. Y'know what? Makes sense now. Ben must've picked up half of his Diamondhead moves from watching this guy."

Ben nodded with a small smile. "You got it. After this fight… I realized Diamondhead could be more than just punching, tanking blasts, and throwing crystals."

Kraab was sent skidding, crashing into the dirt just a few feet from the old house. Inside, Ben peeked out through the cracked window, his eyes widening as the Omnitrix on his wrist pulsed with a familiar green glow.

He gasped. "Alright, hero time!" With a determined grin, he dashed back into the house.

Kraab's eyes narrowed. He spotted the boy's retreat and snarled, scuttling forward, while Sixsix continued trading blows with Tetrax outside.

"Finally, it's recharged!" Lucy exclaimed with relief.

"Yeah, but…" Cana frowned, "…with Kraab right on his tail, that's not much of a breather."

"Dammit, kid, don't get cornered again!" Gray muttered, leaning forward tensely.

Even Wendy looked worried. "Please pick the right alien this time…"

Young Ben ducked behind an overturned table and raised the Omnitrix. Pressing the button, the dial popped up with the first silhouette showing Four Arms.

But for once, Ben hesitated. His hand lingered above the dial, but he didn't press it. Instead, his eyes narrowed, his mind drifting back.

First came his grandfather's calm voice, echoing through memory.

"Remember to think out there, Ben. Don't just try to muscle it. Might isn't always right!"

He pictured the tire slamming into his face, his Diamondhead form sent sprawling by something so simple, so easily avoided if he'd paid attention.

Then came the sharp voice of Tetrax, crisp and cutting like crystal.

"Your choice of warriors is based solely on brute strength, without regard for any strategy. Do you ever pause to consider your actions at all?"

The memory made him flinch, recalling the crushing blows of Kraab and Sixsix in the mine, how easily they'd dismantled him when he rushed headlong without thought.

The guild's eyes softened.

Makarov leaned back, smiling in satisfaction. "Yes… at last, the boy is learning. Strength alone is not the measure of a hero."

Erza nodded firmly. "Strategy must guide power, not the other way around."

Juvia clasped her hands, smiling warmly. "Ben is growing—not just as a fighter, but as a person. Juvia is so proud of him."

Ben chuckled quietly. "Yeah… I had slips up after this, but this is when I really learned to stop and think before using the Omnitrix."

On screen, Ben's fingers twisted the dial past Four Arms. Ghostfreak's silhouette spun by. Then XLR8's. Then Upgrade's. He hesitated—his eyes flicking back to the door where Kraab's feet scraped against the floorboards.

He bit his lip, then pushed past Upgrade and stopped on a different alien. With a deep breath, he slammed the dial down.

A green flash burst through the cracks of the table, too bright to see what form emerged.

"Who'd he pick?" Cana asked, eyes narrowing.

"Upgrade would've been smart," Levy pointed out quickly. "Both Sixsix and Kraab are cybernetic, right? He could override their systems from the inside."

"Yeah, that'd be perfect," Lucy agreed, nodding.

Ben raised a finger sheepishly. "I thought about Upgrade, yeah. But I knew guys like Kraab and Sixsix probably had built-in counters for Galvanic Mecamorphs like him. They're pros—they'd expect that move. I needed something they wouldn't expect."

The flash of light drew Kraab's attention. He snarled and smashed his massive claw down, splintering the table into rubble. Dust flew into the air as he rooted through the debris, his many eyes darting around.

But there was nothing there.

From above, two tiny hands and a pair of big yellowish-green eyes peeked down.

Grey Matter clung to the ceiling beams, his small frame blending into the shadows as he spied on the unsuspecting Kraab.

The guild reacted in an uproar.

"What?!" Natsu shouted, leaping to his feet. "That's it?!"

"The tiny frog-alien?" Happy questioned, titling his head. "Why that?"

"Yeah!" Elfman barked. "What the heck is that supposed to do—bite his ankles?"

Gray slapped a palm to his face. "Out of all the options, that?"

But Lucy shook her head firmly. "No, I think this is the smart play. Grey Matter's not strong—but his brain is his weapon."

Levy nodded, smiling eagerly. "Exactly! Ben doesn't need to outmuscle them, he needs to outthink them."

Erza's stern gaze softened, approving. "A sound decision. The greatest victories are not always won with strength, but with intellect."

Grey Matter crouched low on the rafters, then sprang like a frog, landing squarely on top of Kraab's head.

"GET—OFF—ME, YOU TINY LITTLE…!" Kraab roared, his massive claws flailing wildly as he staggered around, swiping at the small figure clinging to his armored shell.

But Grey Matter was far too quick, darting out of reach. In a blink, he slipped down through the plates at the back of Kraab's neck, vanishing into the whirring machinery beneath the carapace.

"There should be a nerve cluster in here somewhere…" Grey Matter muttered to himself, his sharp eyes scanning the tangled mess of wires.

A tiny hand seized a cable. RIP! Sparks burst as he yanked it free.

Kraab let out a guttural screech, his vision glitching as his body staggered violently. He lurched into the wall, claws scraping along the wood as he blindly stumbled out of the house, howling in pain.

Another sharp tug. SNAP! Kraab's head suddenly spun a full circle, sparks flying before it came to a stop. His body swayed unnaturally… then collapsed to the dirt with a heavy crash, completely out of commission.

Grey Matter leapt lightly off the husk of the cybernetic crab, landing nimbly. "One down!" he declared proudly, his small chest puffed out.

The guild hall erupted.

"HAH! He did it!" Natsu roared, pumping a fist into the air.

"No way…" Gray muttered, slack-jawed. "The shrimp actually pulled it off."

"Damn," Cana laughed. "Little guy's a beast with brains."

Wendy clapped her hands together happily. "Go, Ben! That was amazing!"

Lucy grinned. "See? Brains over brawn. Levy and I called it."

Levy beamed. "Taking down a cybernetic opponent by targeting the control systems—brilliant."

Elfman groaned, shaking his head. "Tch. Guess using your head can be manly too…"

Erza nodded, her stern expression approving. "Young Ben demonstrated patience, precision, and strategy. A far cry from the reckless charging earlier."

The battle raged on. Tetrax ducked low as Sixsix's claw-like hands slashed through the air, sparks flying off the nearby rubble. The Petrosapien countered with a sharp left hook to Sixsix's side, the blow making the Sotoraggian stagger slightly. He immediately followed with a wide right haymaker aimed at the mercenary's head.

But Sixsix twisted at the last second, ducking under the strike. In a blink, his many appendages shot out, grabbing Tetrax around the torso. With a flare of his jetpack, Sixsix blasted into the sky, carrying Tetrax up before flipping him upside down and driving him into the ground with a devastating suplex.

The impact shook the ghost town, dust and debris exploding outward.

Many in the guild winced.

"Ooooh, that had to hurt," Gray muttered, cringing.

"At least Petrosapiens are tough," Levy said quickly, worry etched on her face. "If it were anyone else, they'd be broken in half."

"Man, that move was brutal," Elfman admitted, gripping the edge of the table. "Sixsix fights dirty, but that was effective."

Grey Matter peeked out from the shadows, his wide eyes going round in alarm at the sight of Tetrax lying defeated. His gasp was sharp, and unfortunately, it caught Sixsix's attention.

The Sotoraggian turned and spotted the tiny alien. His wrist shifted, a panel opening as rockets began to arm. He raised his arm, aiming straight for the Galvan.

"No!" Wendy cried, covering her mouth with both hands.

"Get outta there, Ben!" Juvia shouted desperately.

Lucy's brows knitted, her heart pounding. "Grey Matter's too small to dodge those rockets…"

Just as Sixsix prepared to fire, Max lunged into the fray. The old man jumped onto the mercenary's back, grabbing one of his limbs and yanking hard to throw his aim off. The rockets blasted wide, exploding harmlessly against the ground.

"Ben! Run!" Max shouted over the chaos.

But Sixsix snarled and bucked wildly, throwing Max to the dirt with frightening force. The old man landed hard, his body groaning in protest. Sixsix loomed over him, one of his many appendages snapping forward to deploy a spinning circular saw. The deadly blade whirred loudly as he slowly lowered it toward Max's face.

"Max can't fight him!" Lucy cried, clutching her hands to her chest.

"He's still standing up for them, though," Erza said with quiet respect. "Even without powers, he protects his family with all he has."

"Damn straight," Elfman growled, slamming a fist into his palm. "That's manly."

"Max…" Wendy whispered, trembling, her eyes shimmering with fear.

"NO!" Gwen screamed, seeing the saw blade inching toward Max.

But before Sixsix could finish his strike, a tiny figure leapt onto his shoulder.

"Guess who?" Grey Matter quipped, his voice sharp and fearless as he clung to the armored mercenary. His small hands darted toward the gaps in Sixsix's plating, searching the tangle of circuitry underneath just as he had done with Kraab.

Sixsix snarled, spinning wildly, his many limbs clawing at the Galvan.

"I told you to stay out of my way!" Tetrax shouted.

Grey Matter only smirked. "Wonder what would happen if I did this!" With a swift yank, he ripped a handful of wires free.

Sparks exploded, and suddenly Sixsix's jetpack roared to life on its own, spinning out of control. The bounty hunter's body twisted violently as the thrusters propelled him in erratic directions, crashing through walls and ricocheting off rooftops.

"Whaaaaaaah!" he roared in frustration as his flight ended with a bone-shaking collision into the supports of a nearby water tower.

The structure groaned, creaking ominously as Sixsix's flailing body tore through the beams.

Finally, the jetpack sputtered, dragging him across the ground like a ragdoll. He skidded to a painful halt right in front of Kraab, who was still twitching weakly from Grey Matter's earlier sabotage.

Both mercenaries groaned in defeat.

Grey Matter landed lightly nearby, his yellow eyes widening as he looked up—the water tower supports had given way. The massive structure tipped forward with a slow, inevitable lurch.

"I hate this planet…" Kraab groaned in resignation as Grey Matter scampered up and over him, sprinting clear of the danger zone.

The water tower slammed down with a thunderous crash, exploding into a tidal wave that swallowed both Kraab and Sixsix whole. Their screams were muffled as water surged over them, knocking their armored forms limp and dragging them under the collapsing debris.

The guild hall erupted in cheers.

"Yes!" Natsu bellowed, flames flickering in excitement. "That'll take care of those clowns!"

"Water tower finish!" Cana laughed, raising her mug. "That's a new one."

Gray smirked. "Poetic. Drown the crustacean and short out the tech-head."

Elfman pounded the table. "Now that's manly!"

Wendy clapped her hands with relief. "Ben did it! He saved them!"

Lucy smiled, turning to Natsu. "See? Grey Matter was the right call."

Natsu pouted, crossing his arms. "…Fine. I'll admit it. Picking the tiny guy wasn't so bad after all."

Levy grinned proudly. "Brains over brawn. Exactly what the situation needed."

Erza nodded. "He chose wisely. For once, he thought strategically and reaped the rewards."

"Only one way to beat the desert heat, don't you think…?" Grey Matter quipped with a proud grin.

Tetrax studied him for a long moment, then gave a small nod. "Pretty smart… for a human." His tone was cool, almost begrudging, but it carried an edge of respect all the same.

Grey Matter smirked knowingly, nodding in return.

"There it is!" Macao grinned. "Even the pro had to give him props."

"Though that's… kind of a backhanded compliment," Wakaba chuckled. "Smart for a human? Gee, thanks."

Levy smiled brightly. "But that's huge. Coming from an experienced mercenary, that's basically his way of saying, 'Well done.'"

Lucy leaned forward, smiling at Ben. "Bet that felt good, huh?"

Ben smirked. "Yeah… even if he said it like that, hearing Tetrax acknowledge me at all? That meant something. Especially after the lecture."

Wendy smiled at Ben. "Good work, Ben!"

Juvia sighed happily. "You took a big step forward that day."

Ben chuckled sheepishly. "Thanks, I guess."


Tetrax used a device to deploy a small flying cube. It hummed softly as it drifted toward the wreckage where Kraab and Sixsix lay. In an instant, it expanded—large enough to engulf both mercenaries. Then, just as quickly, it shrank back down to the size of a handheld cube, their armored bodies compressed within as though they had been pocketed into another dimension.

Tetrax caught the cube as it zipped back to him, tucking it neatly into his belt.

Many in the guild whistled, impressed.

"Whoa…" Wendy gasped, her eyes sparkling. "That's amazing!"

"It… it actually trapped them," Lucy said in disbelief, leaning forward in her chair.

Cana whistled low. "That's basically Card Conversion. Little pocket-dimensions, folding enemies up neat and tidy. Stylish."

"Practical, too," Erza admitted with a thoughtful nod. "Containment without bloodshed. An elegant solution."

The Omnitrix beeped and flashed red. In another red flash, Grey Matter grew back into Ben's human form.

The Petrosapien stood tall, placing the cube away. "I'll return as soon as I am able," he said firmly.

Ben frowned, raising his arm to show the Omnitrix. "What about this?"

Tetrax looked down at him for a long, measured moment. Then, at last, he spoke. "It's in good hands until then."

"Damn right!" Natsu cheered, pumping a fist. "Ben proved he's no joke!"

Wendy smiled sweetly, clasping her hands. "I'm glad he was able to earn Tetrax's trust."

"He earned it," Erza agreed. "By using his mind, not just his strength."

"A lesson some of us can learn," Lucy shot Natsu a knowing look—who blinked in confusion.

"I mean, you don't have to call yourself out like that, Lucy," Happy said.

"I wasn't referring to me, cat!" Lucy snapped.

Tetrax then held out his hoverboard to Ben. "This may be of some use in the meantime," he offered.

Ben's eyes went wide, his jaw dropping. "Oho, man! Are you serious?!" He grabbed the board with both hands, beaming like it was the greatest gift he'd ever received.

The guild chuckled at his boyish excitement.

Ben's grin faltered slightly as a thought struck him. He frowned, pointing at the board. "Wait a second… you said you needed this to get off the planet."

Tetrax didn't miss a beat. "Selective disinformation," he said flatly.

Ben blinked, confused. "Huh?"

"He lied," Gwen explained bluntly.

The guild reacted in a mix of amusement and confusion.

"Wait, what?!" Lucy exclaimed.

"Why would he lie about something like that?" Wendy asked, genuinely puzzled.

"Because he was testing me," Ben answered, leaning forward. "He wanted to see what I'd do if I thought the Omnitrix was the only thing that mattered. Whether I'd abandon Max and Gwen like he said… or prove him wrong."

Levy nodded slowly, understanding dawning. "So… it was all a trial."

"Exactly," Ben said with a small grin. "He gave me a second chance to show I wasn't just some reckless kid with a powerful watch. That I could think about more than just brute force."

Erza's lips curved into a faint smile. "Clever. A harsh method, but effective."

Tetrax took a few heavy steps forward. From his belt, he pulled out another compact device, his face hardening as his helmet slid smoothly back over his head.

With a press of the button, a flash of light surrounded him—and in the blink of an eye, he vanished, teleported away.

Silence hung for a moment as the dust settled.

Gwen broke it with an exasperated huff. "How come you get all the cool alien stuff?" she complained, glaring at the hoverboard now resting under Ben's arm.

Ben smirked, puffing out his chest. "Fits my style," he said proudly, clearly basking in the moment.

"Riiiight…" Gwen drawled, her eyes narrowing mischievously. "I have something for you too!"

Before Ben could react, she upended a bottle of sunscreen over his head, dumping the thick white goop all over his hair and face.

"Ugh! Hey! What'd you do that for?!" Ben sputtered, pawing at his head as sunscreen dripped down his cheeks.

"Wouldn't want that big head of yours to get sunburned," she teased sweetly, her arms folded smugly.

The guild burst into laughter.

"Pfft—!" Cana snorted into her mug. "She got him good!"

Natsu laughed so hard he nearly fell out of his chair.

"Serves him right," Gray smirked. "That ego of his doesn't need any more sun."

"Juvia thinks Gwen has perfect timing," Juvia giggled behind her hand.

"Bwahaha!" Elfman roared. "That's what a real sister figure does—put the punk in his place!"

"Juvia does not approve of such a prank on young Ben," she said primly, though a soft laugh escaped her lips. "But… his expression was rather funny."

Lucy shook her head, still smiling. "Balance restored. She evened the score."

Levy grinned brightly. "He has a big head—but at least now he's using it for more than just charging in."

Erza allowed herself a small, amused smile. "Agreed. His ego is still loud, but his actions show progress. He's on the right path."

Ben sighed, rubbing his face. "Yeah, I smelled like sunscreen for days. And of course, she never let me live it down."

The guild roared with even more laughter at that admission.


The scene shifted to the cold, ominous interior of the Chimeran Hammer. Bubbles churned within a massive healing tank, where Vilgax's form floated, his body suspended in a haze of green fluid.

Through the glass, his burning eyes locked onto the monitors before him. One displayed Earth, where a faint glimmer of light shot away from the planet and disappeared into the void of space.

"Betrayed…" Vilgax growled, his voice rumbling through a speaker system linked to the tank.

"Hah! That's what you get!" Cana laughed smugly.

"Serves you right, squid-face!" Natsu added with a grin.

But Erza's eyes narrowed. "Be cautious. Each failure will only add to his rage. When he comes again, he will be far more dangerous."

Gray crossed his arms, frowning. "Yeah… guy doesn't look like the type to take failure lightly."

On screen, the bioid turned its blank face toward its master. "Sensors indicate the Omnitrix is not with the mercenaries," it reported in its hollow voice.

Vilgax's gaze snapped back to the screen, his chest heaving. "It would appear the creature who possesses the Omnitrix is as clever as it is fierce," he rumbled, voice dripping with grudging respect. "But I shall not be denied."

His words echoed with menace, his labored breathing filling the silence as the screen faded to black.

The guild chuckled at the remark.

"Clever?" Cana snorted. "That's… not exactly the word I'd use for kid-Ben."

"Impulsive, loud, reckless…" Lucy counted on her fingers, smirking. "Clever's pretty far down the list."

Levy laughed softly. "But hey, at least he's improving."

Still, Wendy's brows knit with worry. "But what happens when Vilgax learns Ben's just… a child?"

The room grew quiet for a moment.

"An egomaniac like Vilgax won't take that well," Erza said gravely. "He'll see it as an insult. And worse—he'll want to make an example of him."

"Maybe, but we don't need to worry about him yet." Gray tried to downplay. "With those injuries, he's no threat in a fight without his robots."

"And now that the brat's fighting smart," Gajeel added, "sending more drones and mercs will just give him more fodder."

Ben pointed out. "Remember guys, Vilgax doesn't stay in that state. He will be healed up. And he'll be stronger and more dangerous than he was before." His tone was uncharacteristically serious as he turned his gaze to the monitor, narrowing on Vilgax's crimson eyes. "But that's a story for another time."

The screen faded to black. A moment later, glowing runes shimmered across the air above the monitors:

"INTERMISSION — 15 minutes until the next episode begins."

Chapter 7: Episode 6: Tourist Trap

Summary:

The guild hall reacts as the Tennyson crew stop in a small town with gimmicky attractions. But Ben and Gwen’s prank unleashes a mischievous electric alien that gets a thrill on pranks… and it has a dangerous sense of humor.

Notes:

Disclaimer: Ben 10 and Fairy Tail are not mine — I'm simply a fan playing in their sandbox. All credit goes to the original creators.

(See the end of the chapter for more notes.)

Chapter Text

Several minutes passed since the last episode ended. Many have wizards have gone to use the facilities while others converse amongst themselves.

"Man!" Natsu slapped his palm against the table, eyes bright. "Those bounty hunters were tough! That crab guy—what was his name again?"

"Kraab," Happy answered. "C'mon, Natsu, even you should remember that."

"Yeah, whatever." Natsu waved off. "He was like fighting a walking fortress! I wonder how I would've done against him."

Lucy gave him a doubtful look. "Not so great, probably. If Heatblast's species was the one who hurt him, he likely had counters built into his new body. He'd just put you out like a candle."

"Oi!" Natsu growled, but before he could argue further, Gray cut in with a shrug. "Maybe against fire, sure. But ice? Bet he wouldn't have had much defense against that."

"Actually," Ben interjected, holding up a hand. "I fought Kraab again years later. Used Big Chill to freeze him solid. It worked… but only for a few moments. He always broke out eventually."

Gray blinked, then scoffed. "Tch. Guess he wasn't as brittle as I thought."

Erza nodded. "By all accounts, Kraab is a formidable foe. Sixsix is equally challenging with his weapons, jetpack, and durable armor. It's no wonder that working together they gave even Tetrax trouble."

"Bah!" Elfman barked, pounding his chest. "A real man would've crushed those guys with his bare fists!"

Bisca smirked from the side. "Yeah? And a second later you'd be nothing but Swiss cheese with all Sixsix guns."

Alzack chuckled. "Or getting split in half by Kraab's pincer. Even someone as strong as you would need to think twice before charging into those guys head-on."

Gajeel gave a low grunt. "Tch. Both of 'em were dangerous, no doubt. But compared to Tetrax? He was in a completely different league."

"Yeah…" Wendy nodded, her little hands gripping the edge of the table. "He was scary strong."

"Oi Ben!" Gajeel turned to the brunet across the table. "Did you ever see Tetrax again after this?"

Many eyes turned to the teen hero for an answer.

From his seat, Ben nodded. "Yeah, saw him a few times. Not as much as I'd have liked, though. Tetrax is… well, he's got a lot of missions, a lot of responsibilities. Protecting entire sectors of space doesn't exactly leave much time to hang out."

"But you wanted to see him more," Wendy said softly, almost like she was reading his heart.

Ben gave her a lopsided grin. "Yeah. Guess I kinda did. Having another Petrosapien out there—a mentor, really—it meant a lot. Every time we crossed paths, I learned something new. Tetrax didn't sugarcoat things. He taught me lessons the hard way, but… I'm grateful for it."

Makarov sagely nodded. "A teacher who pushes you to grow, even if it stings, is often the one who leaves the deepest mark."

Gajeel crossed his arms, his expression softening just a little. He glanced sidelong at Ben before muttering, "Guy kinda reminded me of Metallicana…"

Ben's eyes widened slightly. "Metallicana? The Dragon who raised you?"

Gajeel nodded. "He was tough. Blunt. Never gave out praise unless you really earned it." He smirked faintly, almost nostalgic. "Yeah… I get why you respected this Tetrax."

Ben's smile softened. "Yeah. Tetrax never wasted words—but when he said something, you knew it mattered."

"Still," Cana chuckled, lifting her mug, "him saying you're smart for a human was the backhanded compliment of the year."

That earned a round of laughter from the guild.

"Pretty smart," Ben corrected. "And yeah, that's Tetrax for yah."

Levy looked at him curiously. "So… did you ever run into those two again? Kraab and Sixsix?"

Ben smirked, leaning forward with arms folded on the table. "Oh yeah. More than once. Kraab especially—guy just never quit. Every time he showed up, he had some new upgrade or counter built into that body of his. Always tried to stay one step ahead."

"And? Did it work?" Gray asked.

"Not really," Ben said with a shrug. "He gave me trouble here and there, sure—but nothing I couldn't handle."

"Spoken like a true show-off," Lucy muttered under her breath, though she was smiling.

Carla flicked her tail, unimpressed. "Overconfidence can be a dangerous flaw."

Wendy fidgeted with her hands, but her eyes shone. "I-I think it's good to have confidence, though. If you didn't believe in yourself, you probably wouldn't have been able to keep going against all those enemies."

Juvia clasped her hands together dreamily. "Yes… Ben's confidence is admirable. Juvia thinks it makes him all the more reliable."

Ben grinned at that, clearly pleased. "See? They get it. As for Sixsix, yeah, crossed paths with him a couple times too. But get this—I even ran into a relative of his once. Called himself Sevenseven."

This piqued the interest of a few wizards.

"Sevenseven?" Gray raised a brow. "What's next, Eighteight?"

Ben chuckled. "Actually, there is. But that's for another time. Anyways, Sevenseven was supposedly more dangerous than Sixsix. That was the reputation, at least. Honestly?" He shrugged again, wearing a lopsided grin. "Didn't see it. Guy was all hype."

A ripple of laughter moved through the hall, though a few shook their heads.

"Cocky aren't yah," Gajeel grinned.

"Confident," Ben corrected, smirking wider. "And besides… I earned it."

The runes across the building then hummed to life. The walls glowed with a familiar pulse as the markings shifted, twisting and rearranging themselves until they finally solidified into words:

"INTERMISSION COMPLETE — PLEASE TAKE YOUR SEATS. The next episode will commence shortly."

Everyone who wasn't sitting down drifted back to their tables and reclaimed their seats.

A short moment later, the runes pulsed again across the monitors. The glowing markings shifted and reformed until they spelled out:

"Episode 6: Tourist Trap."

"Tourist… Trap?" Lucy tilted her head, tapping her chin. "Does that mean… actual tourists get caught in something?"

"Sounds like some kinda scam." Levy adjusted her glasses. "Maybe people getting lured into buying fake relics or something."

"Or maybe," Erza suggested seriously, "it refers to a location designed to lure outsiders into danger. A snare disguised as a pleasant attraction."

"Bah!" Natsu waved her off with a grin. "Or it's just Ben causing trouble on vacation!"

Ben raised his hands defensively. "Hey! Don't blame me until you see what happens first!"

Happy snickered. "If it's called 'Tourist Trap,' then I bet Ben's the first one who falls for it."

Groans and laughter rippled through the guild hall as eyes turned back toward the glowing screens.


The Rust Bucket was riding along the open road. Inside, the hours of travel were starting to wear on the youngest member of the crew.

Ben pressed his face up against the window, his cheeks squished, tongue sticking out in the most exaggerated expression he could muster. In the car traveling alongside them, another kid noticed and burst into giggles before contorting his own face back at Ben.

The two boys went back and forth, pressing noses, puffing cheeks, and sticking out tongues like it was a battle of champions.

"I'd warn you that your face might freeze like that," Gwen said without looking up from her book, her voice dripping with smug amusement, "but in your case, it would be an improvement."

Ben pulled back from the window with a glare. "Ha-ha. Very funny."

Across the guild hall, laughter erupted.

"Pfft—he looks ridiculous!" Natsu snorted.

Levy giggled behind her hand. "He's literally competing in a face-pulling contest. With another kid."

"Honestly…" Lucy sighed, shaking her head. "What is he even doing?"

Ben chuckled sheepishly. "I was bored, okay? Sometimes you just… make faces at kids in other cars to kill time."

Some of the guildmates laughed harder at that.

Back on-screen, the other kid smirked, picked up a half-eaten burger from his lap, and shoved it in his mouth. He chewed slowly, messily, and then pressed his open mouth to the glass, showing Ben the mangled remains.

"EW!" multiple guild girls shouted in unison.

Wendy covered her eyes with both hands. "That's so gross!"

Levy grimaced. "Ugh, seriously? That's beyond childish."

Even Carla wrinkled her nose. "Completely uncivilized."

"Ohh, man. The c-food special." Ben gagged, his face scrunching up in disgust. "Alright… time to pull out the secret weapon."

He ducked down so the kid in the other car couldn't see him, the Omnitrix dial glowing green under his fingers. With a flash, Ben's small frame was replaced by Stinkfly. He shot back up into view, pressing his grotesque face against the window and making the most horrifying screeches and expressions he could muster.

The other kid's eyes bulged. He let out a terrified scream so loud it carried into the Rustbucket. His father glanced over—and nearly drove off the road when he caught sight of the grotesque insectoid alien. With a panicked yelp, the man slammed his foot down on the gas, speeding far ahead of the RV.

Stinkfly collapsed onto the floor, clutching his stomach as his raspy laughter filled the Rustbucket.

Several people through the guild hall laughed with Young Ben too.

"Okay, I'll admit, that was funny!" Natsu slapped the table, practically crying.

Happy wheezed beside him. "That dad was more scared than the kid!"

Others weren't as impressed.

Erza pinched the bridge of her nose. "He risked exposing himself to random strangers. Hardly responsible."

Levy nodded with a frown. "What if that man actually reported what he saw? Ben's identity could've been compromised."

Ben just shrugged casually from his seat. "C'mon. No one would believe them. 'Oh yeah, I saw a giant bug monster driving next to me on the highway.' People would laugh him out of the room."

That got a mix of chuckles and headshakes.

Back on-screen, Gwen scowled at the insectoid alien. "There is such a thing as taking a joke too far, you know."

But Stinkfly wasn't paying her any mind, still chuckling to himself—until he spotted Gwen about to sit down on the bench. His eyes gleamed mischievously as he sprayed green slime onto the seat.

Unaware, Gwen sat down. The moment she did, her eyes widened and she let out a horrified gasp and grumble at her cousin.

Several in the guild collectively groaned.

"Ohhh no…" Lucy winced. "And she's wearing white pants."

Levy cringed in sympathy. "That's not coming out easily…"

Even Wendy hid her face in her hands. "Poor Gwen…"

Meanwhile, Natsu and Happy were rolling on the floor laughing.

Gwen was glaring daggers at the Lepidopteran. Stinkfly just tilted his head smugly and buzzed out, "Impossible. Funny is funny."

"I can agree to that." Natsu said. "That was comedy gold."

"Aye, sir!" Happy added between giggles.

Lucy shot them both a glare. "Not everyone's definition of 'funny' is the same, you know."

"Ben, better get up here." Max suddenly called for his grandson, hitting the brakes and the RV screeching to a halt. This caused Stinkfly to go sliding to the front.

"Oh, good. You're all ready to go. We got trouble ahead," the elder informed the insectoid alien.

They all looked ahead and saw a propane truck had overturned and the truck driver was stuck inside. There was also a fire spreading just outside the truck.

"HELP!" The driver screamed, banging on the door.

"The door's stuck! He can't get out!" a bystander cried out.

"HELP!" the driver screamed again.

"If that propane he's hauling catches fire, that truck will become a rocket to the moon," Max exclaimed as the driver looked on, terrified.

The guild stirred at once.

"Propane?" Wendy tilted her head.

Ben explained. "Basically fuel. Flammable, dangerous stuff. That fire hits it—explosion."

Concern rippled across the hall.

"That poor driver…" Mira murmured, hands clasped.

Erza's brow furrowed. "If the flames reach the tanks—everyone nearby is at risk too."

Lucy bit her lip. "But can Stinkfly even handle this? He's not exactly built for heavy lifting or fire control."

Gray frowned. "If only he had Heatblast right now. That would've been perfect."

"Too bad," Gajeel muttered. "He's stuck with bug-boy."

"Bug-boy's still gotta make it work," Natsu said, leaning forward, eyes bright. "Let's see what he does!"


Stinkfly flew out of the RV and closer to the truck, but the flames' intensity increased, making him step back.

"Ugh! Ouch!" the Lepidopteran cried out in pain, flinching back from the flames.

The crowd tried to step closer, but Max held out his arms, ushering for them to keep their distance. "Come on, folks. Give the... bug a chance to work," he requested.

"The fire's too intense. Ungh! I wish I was Heatblast," Stinkfly complained.

Jet pointed toward Ben. "You could've used Heatblast if you hadn't been fooling around, Ben."

Ben just shrugged and waved it off, utterly unfazed. "It's fine. Stinkfly wasn't completely useless here. Watch."

"Hey, that gives me an idea," Stinkfly exclaimed. He took to the air and spat out a thick stream of slime, coating the flames. The fire sputtered and went out beneath the goo.

He then flew higher, landing on top of the truck. With a quick stab of his sharp tail, he tore into the metal roof, splitting it open. Using his hands, he pried the tear wider until there was enough space for the trapped driver to climb free.

"Eh?!" Happy blinked. "So Stinkfly's goo can put out fires?"

Lucy paled, pressing a hand to her mouth. "That… can't smell good…"

Ben chuckled. "Depends. Stinkfly can shoot different types. Some that are flammable. Some that aren't."

Gray leaned back, half-smirking. "Guess you lucked out and fired the right one that time."

Stinkfly picked the driver up and lifted him out of the truck through the torn roof.

"AAAAAH!" the man screamed, thrashing in panic as the Lepidopteran carried him away from the burning truck.

Stinkfly set him down safely on the ground.

"Loogie saves lives," the alien quipped.

The guild hall rippled with laughter at the cheesy joke. Even Gray cracked a smirk.

"Disgusting, but effective," Erza admitted dryly, though her lips twitched faintly.

However, not everyone in the scene was impressed.

"AAAH! That's the monster that ate that kid!" the boy from earlier screamed, tugging at his father's sleeve and pointing at Stinkfly in terror.

Stinkfly's eyes widened behind his buglike face. "Wow, look at the time. Gotta fly!" he blurted, before zipping off into the sky.

The guild broke into another round of laughter at the misunderstanding.

"Oi, oi, that poor kid's probably traumatized for life," Cana chuckled.

Levy shook her head with a small laugh. "He thought Stinkfly ate Ben?"

Lucy sighed. "Well, to be fair, how else would you explain it if you didn't know about the watch?"

Curious, Alzack raised a brow. "Ben, did that ever come back to bite you later?"

Ben waved a hand dismissively. "Nah, not really. Though…" he smirked, rubbing the back of his neck, "when my secret identity was revealed years later, some reporters did bring up this incident. Had a field day with it."

That sent the guild roaring again, imagining the headline.

"'Hero or Kid-Eating Bug?'" Cana laughed into her drink.


The Rust Bucket rolled steadily down the highway through a desert landscape, the late afternoon sun high in the sky. Inside, Gwen leaned toward the window, reading aloud from the roadside billboards. "'You'll have a ball with IT!' … 'Next exit.'" She raised an eyebrow.

Ben perked up. "Come on, Grandpa. At least give us a hint of what IT is."

Max's lips twitched with a secretive smile. "Uh-uh. No hints. I've been planning this stop all summer."

Ben couldn't help but grin. "Aw yeah, I remember this stop… Good times." His voice carried a nostalgic warmth.

"So what is IT?" Natsu leaned forward eagerly. "Some kinda monster? Treasure? A secret dungeon?"

"'Have a ball with it'…" Levy tapped her chin thoughtfully. "Sounds like a play on words. Maybe something fun? A festival, or an amusement place?"

Lucy frowned in confusion. "But why keep it such a secret if it's just a regular stop?"

Mira folded her arms with a small smile. "Because half the fun of surprises is not knowing until you're there."

Gajeel snorted. "Tch. Unless the surprise is lame."

The Rust Bucket rumbled to a stop as the Tennyson family reached their destination. Max stepped out first and, after checking a few things, swung the RV door open with a grin.

"Now, both of you—close your eyes," Max instructed.

Ben and Gwen closed their eyes and walked out of the RV.

"Okay, open 'em up!" Max said proudly.

The two kids opened their eyes—and froze.

"Ta-da! Welcome to Sparksville!" Max announced, gesturing toward a massive billboard that loomed proudly over the roadside. Beyond it lay a town lined with strange attractions: a motel tilted on its side, giant statues of a jackalope, a towering bottle of ketchup, and even a fishbowl so large it looked like a building.

Ben and Gwen exchanged flat looks.

The guild hall, however, erupted with confusion.

"Eh? What the heck is that place supposed to be?" Natsu squinted at the screen.

"Looks like a carnival that got hit by an earthquake," Gray muttered.

Lucy tilted her head. "No… it looks like one of those bizarre roadside attractions. You know, the kind of place that lures people in with gimmicks instead of anything meaningful."

Ben chuckled. "Yeah, basically. Tourist traps. In my world, they're these goofy towns built on weird gimmicks and big silly statues. Kinda dumb, but… fun distractions."

"Hence the episode title," Wendy realized.

Cana smirked. "So basically, it's like a town built entirely on bad jokes."

"Not bad jokes," Ben corrected with a grin. "Cheesy jokes."

"Cheesy and tacky," Erza smiled faintly. "I think I can see the appeal."

Happy's eyes lit up. "I wanna go! They might have fish-shaped statues!"

"Or food," Natsu added with a grin.

Lucy facepalmed. "You two would actually love it, wouldn't you?"

"Hah, is this place great or what?" Max laughed.

"Uh... I'll go with 'or what'," Ben said flatly, unimpressed.

"Come on! What's more exciting than the world's biggest fish bowl?" Max asked excitedly, pointing toward the towering glass structure.

"Um, everything," Ben deadpanned, still not impressed.

At that moment, a man shuffled toward them. His face looked like it hadn't cracked a smile in decades, his voice dull and lifeless as he droned, "As the mayor of Sparksville, I welcome you, as seekers of wonder."

The guild hall erupted.

"Is that guy even alive?" Natsu cackled.

Cana snorted into her mug. "Sounds like that guy needs a drink. Or five."

Gray crossed his arms with a smirk. "Man, even I sound more enthusiastic than that guy, and that's saying something."

Lucy sighed, shaking her head. "That poor town… If their mayor sounds that miserable, no wonder it's full of weird statues instead of actual attractions."

Happy puffed out his cheeks, mimicking the mayor's voice. "Seekers of wonder..." He flopped dramatically on the table, earning another round of laughs.

Even Wendy giggled softly behind her hand. "He doesn't seem very welcoming at all."

Erza, however, frowned. "A leader should inspire their people, not drain them of spirit. That man sounds like he's already given up."

"Yeah," Gajeel snorted, baring his teeth in a grin. "More like mayor of Snore-sville."

The Tennysons looked at Earl strangely for a short while, but shook it off.

"I know you guys are probably excited to see 'IT'. So, I'll go check us in," Max told his grandkids, handing each of them a ticket before walking away.

Ben and Gwen glanced at each other and shrugged, then wandered toward an exhibit labeled "The Jack-A-Lope."

"Uh… what's a jack-a-lope supposed to be?" Wendy asked, tilting her head.

Ben explained. "A rabbit with antlers. It's basically just a made-up animal—like a tall tale back home."

Happy blinked, wings twitching. "Wait—so it's not real?"

"Nope," Ben smirked. "Just a silly legend. But Sparksville sure treats it like it is."

Ben rang the bell, and to their surprise, Earl himself walked out as the ticket collector. His monotone hadn't changed a bit.

"Tickets, please," the mayor requested.

"I thought you were the mayor," Ben said, handing over his ticket.

"He who wears the crown is burdened by many hats, son," Earl replied simply. He handed their stubs back with the same deadpan stare. "Mind the signs."

Ben and Gwen exchanged another baffled look before heading inside.

"Wait—so he's the mayor and he has other jobs?" Lucy blinked. "No wonder he looks so tired."

"Probably can't afford much staff." Levy said. "If Sparksville is just a tourist trap, keeping workers might be difficult."

"Bah," Elfman declared, pounding his chest. "A real man carries every burden on his shoulders! This Earl fellow must be plenty manly!"

Bisca raised a brow, smirking. "Manly, sure—but he also looks like he hasn't slept in a year."

Gray shook his head. "That explains the monotone. If he's running the whole place by himself, of course he'd sound dead inside."

"Still, 'many hats'…" Cana chuckled, swirling her drink. "That's a nice way of saying he's stuck doing everything 'cause no one else will."

Juvia tilted her head, a little sympathetic. "Poor man… Juvia thinks even the strongest spirit would wither under such exhaustion."

"More like he's cursed," Gajeel grunted. "Town full of weird junk, one guy doing all the work? Sounds like misery to me."

From there, Ben and Gwen went to the various attractions and took pictures. First, they stood next to the jackalope with Ben looking ready to fall asleep. Then, another near the jackalope with Gwen making a goofy expression while dancing around with her fingers on her head like antlers to make Ben laugh.

Next was a different location: the sideways hotel, where Ben was horizontal on the left side of the picture while Gwen had her head tilted sideways so only a bit of her head and her eye could be seen. Afterwards, they posed in a cutout of the "American Gothic" painting.

Finally, something interesting was seen—a planetarium—but things got a little underwhelming, as an employee had to replace the bulb that made the sun. And next, they both stopped and looked up at a giant house of cards.

Cana chuckled. "Heh, at least they're acting like normal kids for once. No yelling, no bickering."

Macao nodded, smiling faintly. "Yeah. It's good seeing them laugh together. Kinda reminds you that despite the aliens and danger, they are still kids."

Wendy beamed. "I like this. It feels… warm, like they're really family."

Erza allowed herself a small smile. "A rare moment of peace."

Happy flapped up onto the table, laughing. "That jackalope pose was hilarious! Gwen with the antlers—aye, sir!"

Lucy grinned at the memory. "She really got Ben to smile with that one. You can tell they're close, even if they fight all the time."

Ben leaned back a bit, smiling happily at the memories.

They eventually stopped for lunch, Ben enjoying the smell of a very large hot dog. But Gwen put a damper on that by spraying him with ketchup and mustard, prompting Ben to throw the hot dog at her.

The guild erupted in laughter at the image.

"Pffft—so much for being nice to each other," Cana cackled.

Happy rolled over on the table. "Hot dog fight! Aye, sir!"

After that, they got back to exploring and goofing around, now posed back to back with their arms crossed as Ben wore some cool sunglasses and jackalope antlers while Gwen wore a ball cap and glasses with fake eyes popping out on springs.

"Stylish," Lucy said with a little laugh. "Or at least… trying to be."

"They look like dorks," Gajeel snorted.

"Cute dorks," Levy corrected, grinning.

Next, they stood in front of the world's largest fish bowl, both of them puffing their cheeks out, pretending to be fish.

"That one's adorable," Wendy said, giggling softly.

"Those two really lean into the silly stuff when they forget to argue," Macao said warmly.

But then, they must've run out of things to do, as they were sitting on a bench with rather bored expressions, before eventually coming across an arrow sign in the road, reading: "IT is this way."

Natsu leaned forward, eyes sparkling. "Finally! We get to see what this 'IT' thing is!"

"Yeah, but what if it's another goofy statue?" Gray asked dryly.

"Or something dangerous?" Lucy added nervously.

And finally, they arrived at the barn with a sign: "IT's Here."

"Through these doors lies the weirdest, wildest thing ever to find its way to Sparksville," Earl informed the children as the doors opened and they entered.

The guild stirred with curiosity.

"What the heck is 'IT' already?" Natsu groaned.

"Patience, Natsu," Erza said firmly. "Mystery builds anticipation."

"IT better be worth it," Cana teased, raising her mug. "After all this buildup."

Inside, there was an ominous darkness. The cousins made their way forward slowly.

"Please tell me this is 'IT', because I can't stand 'IT' anymore," Ben complained.

The group's eyes widened as neon signs lit up one after another.

"Do not touch IT!'" Ben read the first one.

"Do not photograph IT!'" Gwen read the next one.

"Do not use batteries or electrical equipment anywhere near IT!'" the cousins read together.

The guild muttered among themselves.

"Why so many rules?" Lucy asked, frowning. "It's just an attraction, isn't it?"

Levy looked thoughtful. "Museums usually have 'no touch' or 'no photo' rules… but this seems stricter. Especially the part about batteries and electrical equipment."

"That is unusual," Mirajane agreed. "Almost like the thing itself might react to electricity."

Gajeel smirked. "Or maybe it's just some cheap gimmick to spook tourists."

"Then it better be a really good gimmick," Gray muttered.

The light returned, flooding the barn as Ben and Gwen squinted up at a huge neon sign that blared:

"THIS IS IT."

The two kids froze, eyes wide, genuinely shocked.

Levy tilted her head, raising a hand. "Wait… if no batteries or electrical equipment were allowed near 'IT,' then why is the sign itself electrical?"

Ben blinked, his mouth opening slightly. "…Y'know, I never noticed that as a kid." He rubbed the back of his neck. "Yeah… that's pretty dumb."

The neon sign rumbled and then lifted away, revealing Sparksville's great wonder: a giant ball of rubber bands.

"This is 'IT'?" Ben asked flatly, his tone full of disappointment.

"It's a big ball of rubber bands," Gwen deadpanned, equally unimpressed.

The guild's reactions immediately split.

"No way…" Natsu muttered, his jaw dropping. "That's IT?!"

"Pffft—hahaha!" Happy burst out laughing. "It's so dumb it's funny!"

"And who knows what secrets lie within," Earl droned, trying to sound suspenseful… though his deadpan tone killed any sense of mystery.

"Uhh, more rubber bands?" Ben muttered, rolling his eyes.

"Stay as long as you like. Mind the signs," Earl declared before trudging off, his shoulders slumped with exhaustion.

Elfman squinted at the enormous ball on-screen. "That's actually… kinda manly. Takes grit to make something that huge."

"Manly? It's just a giant ball of string," Gray scoffed.

"It's rubber, not string," Levy corrected automatically. "And honestly, the effort it must've taken to roll that many bands together… it is impressive, in its own way."

Lucy pinched the bridge of her nose. "Impressive or not, that's still underwhelming for all that dramatic buildup."

Mira giggled. "It seems Sparksville specializes in exaggeration. Big signs, little payoffs."

Ben crossed his arms, glaring at the enormous ball. "Look at this place. These guys are full of 'it'. We've been punked!"

"It is pretty lame," Gwen admitted with a sigh. "I can't believe Grandpa was so excited about this place."

"Seriously, this is what Max hyped up?" Gray frowned. "What was he thinking?"

"Maybe he wanted to prank them," Cana suggested with a smirk.

Ben chuckled, shaking his head. "Nah, he wasn't messing with us. Grandpa's just genuinely into the goofy attractions and stuff."

"Hold up," Macao noticed something, "where is Max? He just let you two wander off on your own?"

"Yeah," Ben nodded. "Grandpa wanted to let me and Gwen have a chance to bond."

"Ahh…" Mirajane nodded knowingly. "So it wasn't really about the ball. It was about the time together."

Wendy smiled softly. "That sounds like him. Making memories is more important than the attraction itself."

"Still doesn't change the fact the 'IT' was lame," Lucy muttered, folding her arms.

"Lame or not, I bet Max was laughing the whole time," Natsu snorted.

"Yup," Ben said with a chuckle. "He definitely was."

But then, Young Ben's sour look melted into a grin. He walked closer to the massive ball, eyes gleaming with mischief.

"I know that look, Ben. What're you thinking?" Gwen demanded, narrowing her eyes.

A flash of green light answered her. When it cleared, Four Arms was standing there, flexing before casually hefting the rubber-band ball into the air like it was made of feathers. "One good prank deserves another," the Tetramand rumbled, his grin widening.

For once, Gwen's stern expression cracked into a smirk. "For once, I agree with you. Got something special in mind?" she asked.

Four Arms chuckled, tilting the ball in his massive hands. "I don't know. Maybe… the world's biggest booger?"

To Gwen's own surprise, she laughed, covering her mouth with her hand.

The guild hall reacted in kind.

"Good one, Ben!" Natsu laughed.

"That's disgusting," Lucy said, groaning, though her lips twitched like she was trying not to smile.

Happy giggled. "A booger bigger than a house! Aye, that's hilarious!"

Cana snickered. "Alright, I can't even be mad at that one. I'd prank that thing too."

Even Erza, who normally frowned on antics like this, exhaled through her nose with the faintest hint of amusement. "As long as he doesn't destroy the exhibit. Max would not approve if Sparksville's pride was reduced to rubble."

"Prank's fine," Gajeel added with a toothy grin, "I'll admit… calling it a giant booger? That's gold."

But then, Four Arms tossed the ball from hand to hand, juggling it with confidence.

"Careful, dweeb! You'll drop it!" Gwen warned sharply.

"Not a chance!" Four Arms boasted. "I could lift this thing with three hands tied behind my—" His bravado was cut short when he tried to balance the ball in just one arm. The massive sphere wobbled, his fingers slipped, and it tumbled forward.

"AAAH—AAAAAH!" Gwen shrieked, diving out of the way just before the colossal rubber-band ball thundered past her and hit the ground with an earth-shaking bounce.

The recoil sent the ball flying skyward. A moment later, an explosive crash echoed as it punched straight through the roof of the barn, daylight streaming in through the gaping hole.

"...Oops," Four Arms muttered, grimacing.

The guild hall erupted in a storm of reactions.

"Of course," Lucy groaned, pinching the bridge of her nose. "I should've known he was going to break it."

"Pffft—HAHAHA!" Natsu rolled onto the floor, slapping it with his palm. "That's the best prank ever! Forget boogers—he launched the whole thing!"

"Idiot," Gray sighed, shaking his head. "Couldn't even keep hold of it for one sentence."

"Honestly, it was inevitable," Erza said, exasperated but unsurprised. "He should have left the ball where it was."

Cana wheezed into her mug. "I can't decide what's funnier—him calling it a giant booger, or him yeeting it straight through the ceiling."

"Property damage," Levy muttered, though she was laughing behind her hand. "Max is not going to be happy."

The massive rubber-band ball didn't stop after punching through the barn roof. Instead, it bounced down the main strip of Sparksville, smashing through one attraction after another. A giant ketchup bottle display toppled, a roadside exhibit crumpled, and a food cart was flattened in a squeal of metal and splatter of condiments.

"Sweet Mavis," Mira gasped, wide-eyed. "That thing's like a wrecking ball!"

"Out of rubber bands?!" Gray added, incredulous. "I mean, come on—how is it that destructive?"

"Doesn't matter what it's made of," Erza said firmly, crossing her arms. "Anything that large carries enough force to cause catastrophic damage if mishandled."

"Catastrophic? It's hilarious!" Natsu wheezed, pounding his fists against the table. "A giant bouncing ball destroying a town?! That's the kind of chaos I live for!"

"Aye, sir!" Happy cheered beside him.

Lucy smacked Natsu's shoulder. "People could've gotten hurt, you two!"

"Bah, I'd have caught it with one hand," Elfman bragged, puffing up his chest.

"Oh really?" Cana arched a brow. "You sure about that, Mr. 'real man'?"

"Of course!" Elfman boasted. "It's just a ball!"

Gray snorted. "Yeah, right. Even Four Arms couldn't balance it with one hand. Real man, my ass—you wouldn't fair better."

"Shut it, stripper!" Elfman barked, but his ears turned a little red.

Back on-screen, Four Arms braced himself and managed to catch the colossal ball on its next bounce. The effort drove him skidding across the dirt until he slammed back-first into a storefront. The ball ricocheted again, sailing into Sparksville's "giant house of cards."

The massive paper structure collapsed in a thunder of fluttering debris as the rubber-band ball finally rolled to a stop in the rubble.

"Who builds a house of cards taller than the buildings?" Bisca muttered, half laughing. "That town was asking for trouble."

"I dunno, that's honestly the one attraction in that town I would like." Cana said, swirling her drink.

"Still," Wendy whispered, her hands clenched, "it's scary how much destruction something like a giant rubber band ball can cause…"

"Eh, destruction can be fun sometimes," Gajeel grinned, smirking at Ben on the screen. "Guess ya gave the tourists their money's worth, huh, Ben?"

"Heh-heh," Ben chuckled. "You could say that."

On-screen, Four Arms dropped to one knee, panting from the exertion. Gwen stormed up to him and smacked his massive shoulder.

"OW! What was that for?!" the Tetramand complained.

"For turning me into a criminal," Gwen snapped.

The guild hall burst into laughter.

"She's got a point." Cana grinned. "He wrecked half the town!"

"Better start running before the Rune Knights show up," Gray smirked.

Four Arms stood up. "Don't get your shorts in a twist. I'll just put everything back the way it was. No problem."

"No problem?" Lucy squeaked incredulously. "What about the barn roof? Or the food cart you turned into a ketchup pancake?"

"Or the house of cards that's now… confetti," Cana added.

Ben just waved a hand casually. "Eh, it's all fine."

Erza pinched the bridge of her nose. "Fine? You destroyed property, endangered civilians, and now you're brushing it off?"

"Hey, I said I'd fix it!" Ben protested.

"Right," Cana smirked, leaning back. "Because a ten-year-old with four arms is definitely a master carpenter and mechanic."

"Don't forget roofer," Mira teased, giggling behind her hand.

"Or food vendor," Wendy added shyly, though she smiled.

Juvia sighed dreamily. "Juvia thinks Ben is very confident… but perhaps too confident in this instance."

The guild hall erupted into another round of chuckles.

The familiar red flash of the Omnitrix cut across Four Arms's body as he reverted back to Ben.

"Okay. Maybe a little problem," Ben admitted.

He leaned against the giant rubber-band ball. As he did, the Omnitrix flickered faintly, sending a small charge of green energy sparking into the tightly wound mass. Neither cousin noticed.

In the guild hall, several eyes narrowed.

"What was that?" Erza asked sharply.

Ben lifted a hand. "Electrical surge."

Levy furrowed her brows. "Like the kind of electrical activity those signs specifically warned people to keep away from the rubber-band ball?"

The guild collectively went quiet at that reminder.

Natsu scratched the back of his head and shrugged. "Eh, what's the big deal? It's just a big ball of rubber."

"What are we going to tell Grandpa?" Gwen asked worriedly.

"Nothing. We just play dumb." Ben declared confidently.

"Easy for you. You're a lot better at it than I am," Gwen snapped back.

That line got a wave of chuckles across the guild hall.

"Brat's got a point," Gajeel said with a low laugh. "Kid's a natural at playing dumb."

Mira shook her head. "They should just tell Max the truth. Honesty is the best policy."

"Exactly," Erza agreed sternly. "Hiding mistakes only makes them worse. A true team member shoulders responsibility for their actions."


Gwen and Ben trudged up to the motel and slipped through a bizarre entrance designed to look like a giant mail slot. Inside, they stopped short.

The entire room was turned on its side—the beds bolted upright against the wall, the door hanging horizontally, the lamp attached to what looked like the wall but was clearly meant to be the ceiling.

"Hey, there you are," Max greeted cheerfully from inside, marveling at the room as if it were treasure. "Isn't this place a riot?"

The guild hall erupted in confusion.

"What the…?!" Natsu cocked a brow. "How are you supposed to sleep in there?"

Happy fluttered his wings and snorted. "Aye! Do you just… tape yourself to the bed?"

Lucy put her palm to her forehead. "Seriously, though. How do the drawers and cabinets even stay shut? Gravity should be pulling everything down…"

Levy tapped her chin thoughtfully, analyzing the room. "If it were magic, maybe some kind of spatial distortion spell… but Earl didn't exactly look like a wizard to me."

Erza crossed her arms, unimpressed. "It's likely just bolted and welded together. A gimmick for tourists, nothing more."

"Bah!" Elfman barked with a laugh. "Manly or not, you'd wake up with a crick in your neck every morning!"

Cana smirked. "Maybe that's the trick—keep the guests so uncomfortable they leave early, but still pay the full price."

Even Mirajane chuckled softly, shaking her head. "Poor Max… He really does think this is fun."

"Can't say I share his enthusiasm," Makarov shook his head, smiling. "Just thinking of how you'd got about sleeping in that bed gives me a headache."

Gwen stiffened, her face tightening with nerves. "Why? What'd you see? We don't know anything about it," she blurted out.

Gray dragged a hand down his face. "Gee, could you be any more obvious?"

"Seriously," Cana chimed in with a snort. "What, has she never lied before? That's like lying 101—don't admit you know nothing."

Ben chuckled. "To be fair, Gwen was usually the straight-laced one. Lying wasn't exactly her strong suit."

Before Gwen could dig herself in deeper, Young Ben jumped in. "She means it's… great, Grandpa. Can't wait to check out the bathroom."

That earned a round of laughter.

"Aye! Classic save." Happy cackled.

Lucy shook her head, smiling despite herself. "Not the most believable excuse, though…"

Juvia tilted her head, her gaze lingering on the screen. She caught the tiniest flicker in Young Ben's expression. Juvia thinks she noticed something. Ben's left eye twitched just now. Could that be his little tell when he lies?


The camera panned to the massive rubber-band ball. That strange charge from the Omnitrix had spread across its surface, crackling faintly.

A small electric bolt suddenly leapt free, zipping along the nearby power lines. It darted through Sparksville like a wild spark, bouncing from one exhibit to another until it blasted a hole clean through the town's welcome sign.

The spark then coalesced into shape—revealing a bizarre, yellow and black, glowing creature with stubby arms and legs. It cackled maniacally before zipping away in a flash of light.

The guild hall reacted instantly.

"WHAT the hell is that thing?!" Gray demanded, leaning forward.

Levy blinked in awe, scribbling down notes. "It… it looks like…living electricity."

"Is that even possible?" Lucy shivered.

Wendy clutched Ben's arm nervously. "It's scary… it moves so fast."

Carla narrowed her eyes. "And destructive. Sparksville may not survive much longer."

On-screen, the creature's laugh echoed, crackling like static.

Ben finally spoke up. "That's a Megawhatt. It's an alien species called Nosedeenian. Basically? Living batteries."

"Batteries?" Levy asked, curious.

"Oh—uh, basically my world's version of a lacrima. It stores energy." Ben explained.

Natsu lit up—literally. "I could eat that!"

Happy sweat-dropped. "Cause that worked out so well last time…"

"No," Ben said flatly, shooting Natsu a look. "Trust me—you don't want to try eating one. It'd be like biting into raw lightning."

Natsu opened his mouth to argue, but then his imagination caught up with him—his face scrunched at the mental image of chewing on crackling bolts. "...Yeah. On second thought, I'll pass."


Ben and Gwen were sleeping soundly, strapped into their tilted beds, while Max stood just outside the sideways motel room. His voice rang with shock: "What the heck happened here?"

The sudden exclamation jolted the kids awake. Both cousins tumbled out of bed in a heap, groaning.

"Wait, wait," Cana cut in, raising her hand. "How in the world did they even manage to sleep in that sideways room? You'd just roll right off the bed!"

Ben chuckled sheepishly. "They had Velcro straps to keep us in place."

"Vel…cro?" Levy repeated curiously, tilting her head.

"Little hooks and loops," Ben explained, miming with his fingers. "Stick it to fabric, and it holds. Comes right off when you peel it. Handy, but not comfy."

Gray waved a hand dismissively. "That's not the point, is it? Mega-Watt's on the loose. Who cares about Velcro when a living lightning bug is running around town?"

"A very angry lightning bug," Lucy added, frowning.

"Ah. He knows everything. We are so busted. We have to come clean and tell Grandpa everything," Gwen exclaimed, practically spiraling into a nervous breakdown.

Ben rolled his eyes. "Sometimes it's hard to believe you're really a kid. Never admit anything until you absolutely have to. Got it?" he demanded.

Some of the guild murmured in agreement with Young Ben's logic.

"Could just blame it on the Megawhatt," Cana suggested with a shrug.

But Erza crossed her arms sharply. "That is irresponsible. Gwen is right. Honesty is always the correct course when you've made a mistake."

"Aye," Mira agreed softly. "Especially with family. If you can't be truthful with them, who can you be truthful with?"

"Benjamin. Gwendolyn. Get out here," Max's voice cut in from outside, stern and commanding.

The cousins froze, their blood running cold. "Gwendolyn? We're doomed!" Gwen yelped, her panic spiking.

They stepped outside cautiously—and their jaws dropped. The entire town looked like it had been hit by a storm. Exhibits shattered, signs dangling, food carts overturned, and power lines sparking. It was chaos, far worse than what Four Arms had done with the rubber-band ball.

Gasps and exclamations rippled through the guild.

"Whoa," Elfman grunted, his brow furrowed. "How could something so small cause that much damage?"

Freed answered quietly, "Electricity. That creature was pure energy. Doesn't take much to burn through an entire town."

Bickslow tilted his head. "Reminds me of Laxus, kinda."

At that, a brief silence fell over the Thunder Legion. A somber note tinged their expressions.

"Yeah…" Evergreen said softly. "If Laxus were here, he'd know exactly how dangerous this thing is."

The trio shared a moment of sadness at the reminder of their absent former leader.

"Whhoooaa! What happened?" Ben gasped in mock shock.

"I don't know. Looks like a tornado tore through here overnight," Max exclaimed as the people of Sparksville stared around at the devastation, their faces pale.

"Good," Ben said with a relieved grin.

Max shot him a strange look.

Realizing his mistake, Ben stammered, "I-I mean… yeah. It was just one of those freaky nature things. Right, Gwen?"

Gwen nodded quickly, forcing an innocent smile.

The guild hall erupted with laughter at Ben's slip.

"Smooth, kid," Gray snorted, shaking his head.

"Honestly…" Erza muttered, unimpressed. "Max would have to be blind not to notice the guilt written all over his face."

Ben raised his hands in mock surrender. "Hey, don't knock it too hard. You'd be surprised how often people actually fall for sloppy cover-ups."

Levy raised a brow. "Seriously? Even with your face looking that guilty?"

"Yup," Ben said with a grin. "Guess sometimes people want to believe the simple answer—even if it's the wrong one."

"Or maybe," Mira said warmly, "Max trusted you enough not to suspect the worst."

That earned a few thoughtful nods, though Elfman barked a laugh. "Nah, it's because you were just a lousy liar!"

Mayor Earl walked up to the group, his expression as flat as ever. "I think it's pretty clear who's responsible for these juvenile acts."

"Juvenile acts?" Max echoed, frowning as he turned to Ben and Gwen. "Huh, if I didn't know better, that sounds like—"

"Oh, I'm not talking about these youngsters," Earl interrupted.

"You're not?!" all three Tennysons blurted in unison, their voices overlapping.

Max's gaze snapped back to his grandkids, narrowing suspiciously. Ben and Gwen plastered on nervous smiles, sweat practically beading on their foreheads.

The guild erupted in a chorus of groans and facepalms.

"Yup, busted," Gray muttered, dragging a hand down his face.

Levy shook her head. "The way they reacted just gave them away completely. Even if Max had doubts, that sealed it."

"Seriously," Cana laughed, sipping from her mug. "Might as well have worn a sign saying 'We're guilty!'"

At that very moment, the little creature from before arrived and zipped around the children. First, it popped up at Ben's foot, then his wrist where the Omnitrix was, then around Gwen's thigh and hip, then back to Ben's other arm, waving childishly. It then moved to the top of Gwen's head and saluted, before flying back to Ben's shoulder. The creature zipped up to Gwen's left shoulder and blew a raspberry in her face, then darted behind her and yanked the hem of her shirt up over her head.

It tapped on Ben's shoulder to get his attention, causing him to glance that way—only for the Nosedeenian to appear on the opposite shoulder, blowing a raspberry in his face as well. Ben could only stare flatly as the yellow creature cackled before zipping off again.

"What the heck? Why's it acting like a hyperactive toddler?" Gray muttered, unimpressed.

"Juvia thinks it's… mischievous, but not very threatening," Juvia said, though her frown showed she wasn't entirely convinced.

"Tch. Mischief or not, that thing's dangerous if it gets serious," Erza warned, folding her arms.

"I dunno, I think it's kinda funny!" Natsu laughed. "The little guy's got jokes!"

"Yeah, until it pulls a prank that gets someone fried," Lucy countered with a shudder.

Ben agreed. "Lucy's right—Nosedeenians might act childish, but they're still living batteries. Harmless pranks can turn into big problems fast as you'll see."

"What was that?" Ben asked.

"Megawatt," Earl explained, walking up to him.

"Mega—what?" Ben repeated, brow furrowed.

"Exactly," the mayor confirmed. "Normally wrapped up tight inside of IT… That is, until last night." Ben and Gwen exchanged worried looks.

"Some say it might be a ball of lightning come alive. Others think it's static cling run amok. Tough to say," Earl said with a shrug.

"Maybe it's an alien," Gwen suggested.

"Alien? That's just plain kooky talk," Earl dismissed her theory.

The guild burst into laughter at Earl's flat denial.

"Heh. Kooky talk? If only he knew," Cana chuckled, raising her mug.

"At least here in Earthland, strange creatures are usually explained by magic," Levy mused thoughtfully. "In Ben's world, I suppose the default answer is aliens."

Ben lifted a hand. "Not always. We've got cryptids too—so sometimes it's just weird Earth stuff, not aliens."

"Still," Lucy added, frowning a little, "whether it's magic, alien…or cryptid… it's clearly dangerous. People brushing it off doesn't help."

"Bah, I like this mayor guy," Natsu grinned. "Doesn't even blink when a monster shows up."

Erza shot him a sharp look. "Ignorance is not bravery, Natsu. That kind of dismissal could get his whole town destroyed."

Near a soda machine, the Megawhatt spotted an opportunity for mischief. With a crackle of sparks, it zipped inside, and the machine began to rattle violently.

"What's it doing?" Ben asked, wary.

"It eats electricity. The more it gobbles, the more powerful it gets," Earl explained in his usual monotone.

"Eats electricity…?" Natsu blinked in realization. "Like Laxus…"

Gajeel gave a short grunt of agreement. "Same deal, different world."

Droy shrugged. "Doesn't sound that bad. It's just draining a drink machine—big deal."

He was promptly proven wrong as the soda machine erupted, firing canned drinks like bullets. Ben and Gwen ducked, Max covered his head, and even Ben's reflexes weren't enough to dodge every flying can. Earl, meanwhile, remained standing calmly as chaos erupted around him.

"It's also got a dangerous sense of humor," he said flatly.

"Okay, never mind!" Lucy yelped, covering her head as if cans might start flying into the guild hall. "That's dangerous!"

Gray smirked, shaking his head. "Getting beaned in the face with a can at that speed would definitely leave a mark."

The barrage of sodas continued pelting the street, forcing Max, Earl, Ben, and Gwen to duck behind an overturned car for cover.

"You left that thing inside a rubber-band ball all this time? Isn't that kind of dangerous?" Max barked over the noise.

"Not so long as people minded the signs," Earl replied matter-of-factly, his monotone gaze flicking toward Ben and Gwen.

The cousins exchanged a guilty glance before Ben groaned, throwing his hands up. "Alright, we did it! We're guilty!"

"So much for 'admit nothing'!" Gwen huffed, glaring at him.

"Until you had to," Erza said firmly, arms crossed. "At this point, there was no avoiding the truth."

Mirajane sighed, smiling sympathetically. "Honestly, this could've all been avoided if you'd just followed the rules."

Cana snorted. "Eh, no sense crying over spilled milk. They've got a mini-Laxus to fight now!"

Evergreen's eyes widened. "We're not… actually going to call it that, are we?"

Bickslow cackled. "I dunno, I kinda like it. Mini-Laxus!" His totems chanted in agreement around him.

"Absolutely not!" Freed exclaimed angrily. "That would be a disgrace to his name!"

"We're gonna talk about this later, you two," Max said firmly, shooting his grandkids a look. Then he turned back to the mayor. "But for now, how do we stop this thing, Mr. Mayor?"

"Whatchu mean we?" Earl drawled without a hint of urgency. "You let it out, you catch it." With that, he sat back down on a crate, chewing lazily on a straw as the Megawhatt zipped past, knocking over signs and sparking wires before flying off.

"Seriously? That's his town getting wrecked!" Gray barked, looking disgusted. "If he knows how to deal with it, why's he just sitting there?"

Erza's jaw tightened. "A true leader doesn't sit idly by while danger threatens their people. His apathy is shameful."

Macao frowned. "Guy sounds like he checked out a long time ago. Maybe that's why Sparksville looks like a joke."

Mirajane's smile dimmed. "Honestly, the ball shouldn't have been an attraction in the first place. That thing was dangerous. It should've been locked away where no one could stumble on it."

Alzack nodded. "Exactly. You don't put something like that on display just to sell tickets."

Natsu growled. "Then let me at it! I'll take care of the little lightning freak myself!"

Happy grinned. "Aye, aye! Natsu versus Mini-Laxus, round one!"

"We're not calling it that!" Freed yelled.


Max, Ben, and Gwen made their way through the streets of Sparksville, eyes scanning every alley and rooftop.

"Should we try to lure it out with some batteries or something?" Gwen suggested.

"Not a bad idea," Levy admitted, nodding thoughtfully. "If it eats electricity, baiting it with a power source makes sense."

"Yeah, like fishing," Macao added. "Only instead of worms you're using a lacrima."

Before anyone could comment, the Megawhatt zipped unseen through the wires overhead, slipping into a streetlight above the Tennysons. In a flash, it turned back into raw energy, darting down the pole like lightning—then disappeared straight into the cuff of Max's pant leg.

The guild erupted in shock.

"Wait—what?!" Lucy yelped. "How did they not see that?!"

Ben raised a hand calmly. "To be fair, the video kinda underplays it. In real time, Megawhatts move faster than your eyes can track. By the time you notice the spark, it's already in your lap."

Wendy paled. "That's terrifying… Like trying to fight lightning itself."

"Or worse—lightning with a prankster's brain," Cana muttered.

For a moment, nothing happened. Then, suddenly—Max's legs shot up off the ground. The old man yelped as he was hoisted skyward, dangling by his underwear of all things.

"AAAAGH! That's not funny! Oh, it's just painful!" Max gasped, wincing as he swung helplessly in the air.

"Ohhh, poor Max…" Wendy cried, covering her mouth, her face turning pink from secondhand embarrassment.

"That's cruel!" Juvia exclaimed, shaking her head. "Not amusing at all—just mean."

Natsu and Happy, who had snickered at the Megawhatt's earlier antics, grimaced now.

"Ouch… yeah, not funny anymore," Happy muttered.

Natsu winced, folding his arms. "Man, even I wouldn't pull a stunt like that on Gramps."

Gray frowned. "Yeah, that's starting to cross a line."

Elfman slammed a fist against the table. "Wedgies aren't manly! Picking on someone's grandpa? Even worse!"

Cana shook her head with a pitying grin. "Yeesh… poor guy's never gonna live that one down."

On the screen, Ben clenched his fists, his expression hardening. "Don't worry, Grandpa. I know just the hero to deal with a troublemaker like this!" he declared, slamming the Omnitrix down.

Starting from the Omnitrix, green light flared—and Ben's skin changed black with glowing green lines that pulsed like circuitry. The glow climbed to his face, where a particularly bright horizontal line widened into a large circle. The camera zoomed out as he flexed his slick, liquid-metal arms, ready for action.

"Why go Upgrade?" Gwen asked skeptically, brow arched.

Levy tilted her head in thought. "That's what I was wondering too. If he's made of nanomachines, couldn't the Megawhatt just… take him over? Or at least mess with him?"

Carla nodded in agreement. "It feels like an unnecessary risk."

Onscreen, Upgrade brushed off the concern with casual arrogance. "It's complicated. You wouldn't understand."

In the background, Max dropped unceremoniously to the ground with a grunt, freed by the Megawhatt's distraction.

"Watch didn't let you change into what you wanted it to, did it?" Gwen questioned, smirking knowingly.

Upgrade narrowed his eye in frustration. "Shut up!"

The guild hall burst into laughter.

"Hah! She called him out!" Cana howled.

Happy cackled. "Ben's face—err, eye—was priceless!"

Erza, however, pinched the bridge of her nose with a sigh. "Once again, Ben transforms into the wrong alien at the wrong time."

Gray snorted. "Classic."

Lucy facepalmed. "Seriously? The old Omnitrix gave him the exact opposite of what he needed again?"

Natsu grinned, still chuckling. "Eh, I like it better this way—it keeps things exciting!"

Gajeel smirked faintly. "Yeah, more fun watching you improvise when stuff doesn't go your way."

The Megawhatt zipped through Sparksville like a streak of living lightning, leaving chaos in its wake. It darted up to the towering world's largest ketchup bottle, slipping inside and overloading the pump. With a sputtering boom, the bottle erupted—thick red ketchup exploding over the crowd as the pressurized cap shot sky-high.

The heavy lid arced and then crunched down onto the oversized chicken statue nearby, beheading it cleanly. The enormous fiberglass head wobbled, then toppled toward the panicked tourists. Screams filled the air as families scattered, narrowly avoiding being crushed by the falling structure.

Above it all, the Megawhatt perched gleefully on the rim of the ketchup bottle, cackling like a child pulling wings off flies, its sparks crackling bright as it soaked in the pandemonium it had caused.

"Okay, no." Mira's voice was low, unsettled. "That thing isn't just mischievous—it's enjoying their fear."

"Straight-up psychopath," Gajeel muttered darkly.

Elfman slammed his fist into his palm. "Then what are they waiting for? Upgrade's gotta give that little thing a manly beating!"

Onscreen, Upgrade rolled up on the massive rubber-band ball. "Okay, twinkle toes. Time to go home!"

But the attempt immediately backfired. Rubber bands started to snap, sending them flying in every direction.

Snap— whip— smash!

The elastic projectiles cracked against buildings, splintered wood, shattered glass, and ripped through market stalls. People shrieked, sprinting for cover as the raining rubber bands ricocheted with dangerous force.

"Dude, Ben, what was the plan there?!" Gray demanded. "Did you think the thing would just jump back inside?"

Levy tapped her chin nervously. "Wait—how did it even get in the ball in the first place?"

Ben opened his mouth to explain, but another snap on the screen made him shut it again as everyone winced at a stall being obliterated by an elastic whip.

He scratched the back of his neck, sheepishly grinning. "Uh… I was just gonna wing it. Y'know, improvise and hope it worked out."

Cana raised an unimpressed brow. "Clearly it didn't."

Upgrade threw up his arms in frustration as panicked townsfolk ran around him. "Oh, come on!"

Gwen ducked as another rubber band snapped past her, glaring furiously at the green-and-black alien. "Hey, doofus! Whose side are you on?!"

The camera panned to Earl—the monotone mayor himself—casually eating popcorn, utterly unfazed by the chaos. "Is it just me, or is there a lot of excitement today?" he asked, his voice as flat as ever.

That broke the guild into chuckles.

Gray shook his head. "Unbelievable. Town's getting trashed, and this guy's treating it like a matinee."

"Some nerve," Erza said sharply, frowning at the screen. "If he isn't going to lend a hand, the least he could do is not stand in the way."

Cana raised her mug with a laugh. "Nah, I kind of respect it. Man's watching his whole livelihood crumble and he's just… vibin' with popcorn."

"Still useless," Levy sighed, shaking her head.

Elfman flexed, his jaw tight. "A real man would be fighting beside them, not standing around munching snacks!"

Happy piped up through his giggles. "Aye! Maybe he's just waiting for the show's grand finale!"

The Megawhatt laughed at the damage Upgrade had caused, mocking him. Understandably angered, Upgrade's frustration peaked—and to everyone's surprise, he accidentally fired a laser straight from his eye. The bolt nearly struck true, but the Megawhatt barely dodged in time.

"Whoa! That's new. Not so funny now, is it?" Upgrade taunted back.

There were several gasps and murmurs at the sudden display.

"An eye laser?" Jet blinked. "Didn't see that one coming."

"Pretty cool," Gray admitted, leaning back with a smirk, "but I'm not sure beams of energy are the best way to deal with living batteries."

Levy tapped her chin. "He has a point. If the Megawhatts thrive on electricity, firing lasers might only risk feeding them instead of hurting them."

"Still," Natsu grinned, "gotta admit, blasting a laser from your face is awesome."

The Megawhatt, unbothered, continued to cackle before darting off. Upgrade gave chase, firing and lunging, but the creature zipped around too quickly for him to land a hit. He finally managed to snatch it when it stopped to mock him—only for the Megawhatt to unleash a vicious shock that sent Upgrade flying back across the street.

Wendy winced, her hands balling in her lap. "That looked painful…"

"Serves him right," Erza said firmly. "He let frustration cloud his judgment. Charging recklessly into a creature of pure energy was bound to backfire."

Lucy sweat-dropped in exasperation, recalling how Erza acted at Oshibana Station during the Eisenwald mission. I don't think you have much room to talk, Miss I'm gonna headbutt anyone who doesn't give me an immediate answer!

"Backfire?" Happy snorted. "More like zap-fire!"

Upgrade recoiled as sparks crackled across his body. "UNGH! Okay. Do not touch the electrical guy when you're made of living metal," he muttered aloud.

Max, watching the chaos unfold, frowned. "How are we gonna ground that electric devil?"

At that, Gwen's eyes lit up. "Grandpa, you're a genius!" she cried, sprinting off in the other direction.

Max blinked, pleasantly surprised. "Well, thank you, Gwen." He smiled for half a beat before confusion clouded his face. "…Why?" he asked, hurrying after her as Upgrade resumed chasing the cackling Megawhatt.

The guild hall erupted into speculation.

"What's she up to?" Cana asked, raising a brow.

"That's obvious," Freed replied from the Thunder Legion's table, voice steady. "She's going to ground it. If that thing's pure electricity, then giving it a path to the earth will neutralize the charge."

Ever the curious one, Levy nodded. "That makes sense. Electricity always seeks the path of least resistance—if Gwen sets that up, she could force the Megawhatt into the ground."

Meanwhile, Upgrade tore a sewer lid from the ground. "That's it! I'm pulling the plug on this guy's pranks!" he snapped. With a fluid throw, he hurled the lid like a discus. "Hey, sparky—catch!"

The spinning lid struck true, slicing clean through the Megawhatt. For a moment, silence fell—then the Nosedeenian's body split neatly in two.

The guild hall gasped as one.

"Wha—he just cut it in half!" Lucy cried, eyes wide.

"Oi, Ben!" Gray turned, frowning. "Wasn't that a little lethal?!"

Even Wendy covered her mouth. "That poor thing…"

Happy blinked nervously. "Why isn't there any blood?"

Ben just leaned back with a shrug, unfazed. "Relax. Keep watching."

Sure enough, before anyone could get too shaken, both halves sparked, stretched, and pulled themselves back together—except now there were two Megawhatts.

Both creatures laughed in manic harmony, zipping circles around Upgrade, who froze in wide-eyed shock.

The guild erupted again.

"What the—?!" Natsu shouted, jumping to his feet. "It can clone itself?!"

Levy leaned forward, fascinated. "Not quite clone… more like duplication. Almost like Ben's Echo Echo…"

"Oh great," Cana muttered. "As if one wasn't bad enough."

Erza's expression hardened. "This complicates things significantly. The more they divide, the harder they will be to contain."

Elfman slammed a fist against the table. "Then the only manly solution is to smash them all before they multiply further!"

"Brilliant idea," Bisca said dryly. "Except when you smash one, it just makes two."

Mira frowned thoughtfully. "So destruction only fuels them. This will require strategy, not brute force."

Upgrade stared at the two cackling Megawhatts, frozen in disbelief. "O-kay. So that wasn't the best idea," he admitted, his voice dripping with stunned sarcasm.

Before he could recover, the Omnitrix let out its all-too-familiar chirp and red flash. In an instant, Upgrade changed back into plain old Ben Tennyson.

The guild groaned collectively.

"Seriously? Now of all times?" Cana groaned, dragging a palm down her face.

"Rotten timing again…" Gray muttered, shaking his head.

Ben sighed. "The Old Omnitrix never missed a chance to screw me over…"

The Megawhatts wasted no time, launching jagged bolts of lightning at the boy. Ben yelped and scrambled as the crackling energy narrowly missed him, scorching the ground around his feet.

Just when it looked like he'd be fried, the roar of an engine cut through the chaos. Max's truck screeched in, carrying the world's largest thermometer strapped to its bed. Max leaned out and scooped Ben up into the cab just as another bolt exploded where he'd been standing.

Several guild members let out relieved sighs.

"Good save," Mirajane muttered under her breath with a smile.

"Phew! That was too close," Wendy said, clutching her chest.

Inside the truck, Ben looked to his grandfather, bewildered. "Grandpa, what're you doing?"

Max's eyes narrowed with determination. "Giving these sparklers a science lesson they won't forget," he declared, flooring the accelerator as the Megawhatts zipped after the truck.

From the passenger seat, Gwen leaned out and yelled at the creatures. "Hey, mega-weirds! Come and get us!" she taunted, her smirk sharp. With a quick motion, she shifted the gears, releasing the thermometer from the truck bed. The towering object slammed into the ground vertically, standing tall like a giant lightning rod.

The Megawhatts zipped straight into it, their electricity surging up the rod. Sparks crackled violently, grounding them in a blinding flash.

Ben shielded his eyes. "What happened?" he asked, blinking through the afterimage.

Gwen grinned, satisfied with herself. "We just used the biggest thermometer as a lightning rod. Who needs an alien superhero when you've got good old-fashioned brainpower?"

Cheers erupted across the guild hall.

"Smart thinking!" Lucy said brightly.

"That's how you do it!" Bisca added, nodding in approval.

Even Erza allowed herself a proud smile. "Impressive improvisation."

But the celebration was short-lived.

From the side of the street, Earl appeared. "'Course, the ground is basically just one big conductor," he pointed out in his eternal monotone.

The guild's cheers faltered.

Freed straightened suddenly, pushing up his glasses. "Y-yes. That was what I was about to say," he coughed, clearly caught off guard.

Ben furrowed his brow. "What does that mean?"

Gwen's eyes widened as the realization hit her. "Oh, no. It means the Megawhatts are just zipping around underground until they find some way to get back to the surface," she said, her tone growing urgent.

Natsu scratched his head, his face scrunching up. "That'll take a while, right? I don't get electricity…"

Ben explained simply, "Not really. With all the technology crammed into the world I grew up in, and the fact they were grounded, it wasn't hard for them to slip into the power grid and find a way back up."

The guild's eyes returned to the screen just in time to see a row of payphones suddenly start ringing all at once. The shrill chorus of metallic bells echoed across the empty street, sending a chill through the air.

Max's expression darkened. "They're in the underground phone lines," he said grimly.

The ominous rattling and buzzing grew louder as the payphones shook violently. Then, with a surge of light, the Megawhatts burst forth from the machines, electricity sparking wildly as their bodies solidified. Not just one or two—but a whole swarm, their numbers multiplied many times over.

The guild hall erupted with complaints.

"Oh, come on! How many of these things are there now?!" Gray groaned.

"Multiplying like pests…" Cana muttered, rubbing her temple. "This is getting out of hand."

Levy clutched her chin. "So that's why Earl warned them. It wasn't a victory—it was just a temporary setback before they spread even further."

Erza crossed her arms, her expression sharp and calculating. "If such a request were posted to the guild board in our world, it would most certainly be ranked S-Class."

Mirajane nodded slowly beside her. "And even then, I wonder if we'd be able to complete it. The sheer numbers alone… a swarm like that could overwhelm even seasoned wizards."

Wendy shrank in her seat, clutching Ben's arm tightly. "It's like fighting an entire storm at once…" she whispered.


Onscreen, the chaos spread quickly. The Megawhatts zipped like lightning bolts from one object to another, infesting every power source they could touch. Vehicles sparked and ground to a halt as the creatures surged through their wiring. Power lines rattled overhead, spitting out showers of sparks as the glowing pests coursed along them. One zipped straight into a fire hydrant, smashing the top off and sending a geyser of water spraying into the street.

In front of the panicked townsfolk, a single Megawhatt appeared just long enough to laugh maniacally, its voice crackling with static, before zipping away again into the chaos.

Juvia shuddered visibly, clasping her arms around herself. "Juvia could never fight such a creature… the lightning would really hurt her." Her voice was low, almost guilty, as if admitting her weakness.

"Yeah… Water and lightning don't mix well." Ben said gently.

Concern spread through the guild as more watched the electric swarm tear Sparksville apart.

"Even if you had the strength to fight one," Cana frowned, "how do you catch all of them when they're multiplying like rabbits?"

"Rabbits made of lightning," Levy added grimly.

A worried woman from the town voiced what everyone was thinking: "Uh-oh. Now they really did it."

The camera cut to Ben, who smirked smugly at his cousin. Gwen's eyes instantly narrowed, catching the look. "Ben Tennyson, don't say a word," she warned, her voice sharp enough to cut.

"Hey, I'm just glad I wasn't the one who screwed up this time." He grinned. The words had barely left his mouth when a small explosion erupted nearby.

"But you were the one that let it out, kid!" Macao yelled out.

"Geez," Wakaba shook his head. "Zero accountability."

The swarm of Megawhatts converged on the giant hot dog exhibit and cackled together, producing a horrific, high-pitched sonic scream.

The shriek was like nails on glass magnified a thousand times. Everyone in the crowd immediately clutched their ears in pain, bending over or dropping to their knees to block out the piercing sound—everyone except for Earl, who just stood there as deadpan as ever, chewing on his straw like nothing unusual was happening.

Gasps and groans filled the Fairy Tail guildhall.

"Holy—what was that?!" Lucy winced.

"They just screamed!" Cana exclaimed. "Screamed so hard it broke glass?!"

"Just like Echo Echo…" Levy marveled.

The Sonic boom was followed by a sound of shattering behind the onscreen crowd. The world's largest glass container cracked and shattered completely. Inside had been the world's largest toothpicks, and now those enormous wooden spikes began to rain down from above, crashing toward the panicked townsfolk.

Max's voice cut through the chaos like steel. "Everybody, move!" he barked, waving his arms and directing people as they screamed and scrambled to safety. The crowd scattered, mothers pulling children out of the way, men ducking low as splinters rained down.

Earl didn't so much as flinch as the massive toothpicks crashed into the street around him. He just popped another handful of popcorn into his mouth and muttered in the same deadpan tone, "There goes the world's largest toothpicks. Oh, the humanity."

Several wizards laughed at the sheer apathy in the mayor's voice.

"Man," Wakaba grinned. "Nothing fazes that guy, huh?"

Macao snorted, shaking his head. "All that responsibility's sucked the life right outta him. Poor bastard looks like he hasn't had fun in decades."

"The mayor's apathy is the leas of their concerns." Makarov stated.

"Master is right. Those Megawhatts are trying to kill people now," Erza said grimly, her jaw tight. "This is no longer mischief. It's outright assault."

"Yeah, no kidding," Gray muttered. "They're worse than half the dark guilds we've had to fight."

Natsu winced, holding his ears as though the sound had reached through the vision itself. "Man, I'm so glad I wasn't there! My ears would've exploded!"

Gajeel crossed his arms, nodding stiffly. "Same here. That pitch? Would've wrecked Dragon Slayer hearing."

Wendy tugged gently at her ear, her face pale. "It would've… it would've really hurt…"

"This is getting way too out of hand," Bisca muttered, frowning. "How do you even fight something like that?"

"Yeah…" Alzack agreed nervously. "They don't just duplicate endlessly, now they're pulling out new powers? Feels unstoppable."

From his seat, Freed spoke up. "Unstoppable? No. Dangerous, yes. Remember—this 'Megawhatt' was already trapped once inside that rubber band ball. That means it can be trapped again. The key is not power, but strategy."

Levy nodded slowly, considering his words. "So the problem isn't if it can be stopped—it's how."

The Megawhatts cackled in unison before scattering in every direction. "Those creeps' idea of good, clean fun is gonna have us all pushin' up daisies," Max said grimly.

"Don't just stand there, doofus. Dial up some help," Gwen ordered her cousin.

"Duh! Like I haven't been trying," Ben shot back, frantically fiddling with the Omnitrix.

Gray scowled. "Transforming won't mean much if he doesn't have a plan. Punching lightning isn't gonna get him far."

Levy nodded in agreement. "Right. Even if Ben gets a strong alien, they'll just scatter again unless he figures out how to trap them."

Erza crossed her arms, her tone sharp. "Strategy is paramount against foes like these."

"Tch… but what kind of manly strategy works against little lightning bugs that multiply?" Elfman asked.

Bisca smirked, resting her chin in her hand. "Maybe not bullets, that's for sure. You'd just fry yourself trying."

One of the creatures hovered above the rest, barking orders in its strange crackling language. At its command, the swarm zipped away in unison.

"Uhh, where'd they go?" Ben asked, scratching his head.

"I don't know. But I don't think it's good," Max said darkly.

Their answer came fast—an explosion rocked one of the shops. From the smoke emerged the planetarium exhibit, twisted into a massive, humanoid figure sparking with electricity. The glowing titan lurched forward, powered by dozens of Megawhatts inside.

"OH, COME ON!" half the guild shouted in unison, voices overlapping in disbelief.

"As if things couldn't get any worse," Gray groaned, dragging a hand down his face.

Lucy buried her head in her arms. "They just had to build themselves a robot…"

Natsu leaned forward, fired up despite it all. "Heh. Now it looks like a real fight."

The woman from earlier then walked up to the group. "Well, there's somethin' you don't see every day. They brought that planetarium exhibit to life," she exclaimed.

"Come on, we'll head it off in the—" Max started, heading toward the Rustbucket, only to freeze. The Megawhatts had stripped the tires clean off and scrawled "U AM LAME" across the side in big letters, complete with crude smiley faces.

"Oh, my," the eldest Tennyson murmured in disbelief.

"'U am lame'? That's weak," Ben scoffed.

"And don't even get me started on the grammar and spelling," Gwen added with sharp disapproval.

Levy groaned. "Spelling and grammar is the least of their concerns."

Lucy nodded firmly. "Cute pranks are one thing, but these Megawhatts are treating destruction like a joke."

Happy blinked and tilted his head. "Aye, but… it is a little funny they drew smiley faces."

"Happy!" Lucy snapped.

The cat sweatdropped. "What? I said a little!"

Earl, however, remained calm as he stepped closer. "I reckon they'll head for the big hydroelectric dam to power up. After that, they'll just wipe out the next town and so on and so on. They think it's funny. Yup. Megawhatts got a real twisted sense of humor."

Gasps spread through the guild.

Wendy's eyes widened in horror. "W-Wipe out the next town? Just because they think it's funny? That's awful!"

Levy tilted her head. "Um, sorry I can't help but ask… what's a Hydroelectric dam?"

Ben answered. "It's basically a giant wall built across a river. The pressure from the water spins turbines inside, and those turbines generate electricity for whole cities." He grimaced. "So if the Megawhatts get there, it's like handing a swarm of lightning bugs an endless feast. They'd get stronger—way stronger—and nothing in Sparksville or the next town would be safe."

Makarov grimaced. "This is bad then. If those Megawhatts gorge on that much energy, who knows what kind of destruction they'll cause."

Juvia shivered, her voice trembling. "A whole planet of such creatures… Juvia can hardly imagine. They would turn the world into ash, all while laughing."

Mirajane's tone turned grim. "The Limax wanted to feed on one town. These things? They don't stop at one place. They'd spread like wildfire."

Erza clenched her fists. "These creatures might be the greatest threat Ben has faced thus far."

Natsu slammed his hand against the table with a fiery grin. "Then all the more reason to crush 'em! Doesn't matter how much lightning they eat—they can't take on someone who won't give up!"

Gajeel rolled his eyes. "Yeah? And what happens when they fry you to a crisp, Salamander?"

Natsu smirked. "Then I'll just get up and hit harder."

"Idiots," Erza muttered, though she didn't entirely dismiss his fighting spirit.

Gwen looked around, before she and Ben both turned their eyes toward the world's largest fish bowl, identical smirks tugging at their lips.

"You thinking what I'm thinking?" Gwen asked knowingly.

"Yeah. Beat those pranksters at their own game," Ben declared, raising his arm as the Omnitrix dial popped up with its familiar hum.

The Thunder Legion instantly perked up at the idea.

"I see…" Freed's eyes lit with understanding. "Glass is a non-conductor. They won't be able to just slip through it like they did the wires."

Ever cautious, Evergreen crossed her arms. "That's all well and good, but how do they plan on forcing an entire swarm of lightning-creatures into the fish bowl and sealing it? The execution will be everything."

Bickslow leaned back with a grin. "Aw, come on. It's Ben. He'll just wing it like always."

A few others exchanged doubtful looks, murmuring concerns about whether such a plan could even work.

But Ben only smirked. "Just watch and find out."


At the dam, the massive humanoid planetarium exhibit—now fully animated by the Megawhatts—was pounding relentlessly against the structure, each strike echoing like thunder.

Concern rippled through the guild hall.

"If that dam breaks…" Makarov grimaced, clutching his staff tightly.

"The towns downstream would be swallowed in water," Erza said gravely, her brow furrowed. "That level of destruction…"

But then, a blazing column of flame engulfed the construct, forcing it back a few steps. The guild blinked against the sudden brilliance.

The planetarium looked up to see Heatblast standing boldly atop the dam. "This is your only warning. Knock off the funny business, or I'll fry your twinkling butts!"

The guild erupted into cheers.

"YEAH! Burn 'em good!" Natsu roared, flames bursting from his mouth in excitement.

"Flashy and direct," Cana chuckled. "Can't argue with that."

The planetarium ignored the warning, hammering against the dam again. A loud crack split the stone, and water began to seep out in streams. The tremor shook the whole dam, forcing Heatblast to leap down to maintain his balance.

But as he landed, flames erupted beneath his feet, forming into a fiery board. He instinctively leaned into it, riding the blaze like a seasoned surfer down the slope of the dam.

The guild gasped, then burst into impressed shouts.

"Whoa!" Jet leapt to his feet. "He's surfing on FIRE?!"

"That's insane!" Droy shouted, eyes wide.

Levy smiled in awe. "I don't remember seeing Present-Ben ever use Heatblast like that before. This is incredible!"

Even Cana whistled low, lifting her mug. "Gotta hand it to him—that's style."

"That's so freaking awesome!" Natsu exclaimed excitedly.

Approaching the ground, Heatblast leapt off his fiery board, landing lightly with a trail of sparks. "Heheheheh." The Pyronite chuckled, impressed with himself.

Ben smirked and glanced toward Natsu. "Bet you could figure that out too. Your control over fire's top-notch—probably even better than mine was back then."

Natsu puffed up proudly. "Damn right! Though, with Happy flying me around, I don't need a board."

Happy saluted in midair. "Aye, sir!"

Erza, however, shook her head. "That's no excuse. There may come a time when Happy isn't there, or is unable to fly. You'd be wise to master a technique like that as backup."

Natsu blinked, then groaned as his fire flickered out. "Tch, you always gotta ruin the fun."

However, Heatblast's delight was short-lived. His fiery gaze snapped back to the dam, where cracks split wider, water spraying through with dangerous force. "Better seal that up, fast," he muttered, sprinting toward the fractures with urgency.

But in the distance, the massive planetarium exhibit stirred. The construct groaned as it dragged itself upright, then lumbered toward the turbines at the base of the dam. Sparks flew wildly as it began absorbing their energy, its body glowing brighter with every second.

Near the turbines, partly hidden under a massive tarp, a giant sphere-shaped silhouette rested.

"The fish bowl must be in there!" Laki pointed.

"Hmm," Makarov stroked his beard thoughtfully. "I'm curious what their strategy will be to getting the Megawhatts inside the bowl and sealing it off."

As the hulking planetarium construct drew closer to the turbines, a fiery streak cut across the air. Heatblast had summoned another fireboard, riding it with growing confidence. Flames trailed in his wake as he angled toward the giant enemy.

But his control slipped. The board wobbled, tilted too far, and sent Heatblast crashing into a nearby wall with a loud CRUNCH. He tumbled to his knees, clutching his head with a groan.

"Ughhh… Ungh!" he wheezed, sparks sputtering from his hands as the planetarium's shadow loomed.

"Yeesh, that had to hurt," Cana winced.

"Well, at least he's learning a new move," Jet said thoughtfully. "Better here than never."

"Idiot," Gray countered. "He should've waited until later to practice. In a fight like this, one slip could kill him."

"Tch, that's exactly why you do it now," Natsu argued, leaning forward with a smirk. "Real fights push you harder than training ever could. You only grow when you're on the edge."

Gray rolled his eyes, but several others nodded at Natsu's point.

The planetarium wasted no time. Its massive arm swung, swatting Heatblast away like a ragdoll. The Pyronite hit the ground hard, rolling before he lay dazed and groaning.

And then—

"Hey, mega-wimps!" Gwen's voice cut through the chaos. She stood at the base of the towering construct, clutching a hose from the dam's maintenance lines. "You wanna see something really funny? You guys are all wet!" She sprayed the water upward, soaking the glowing monstrosity.

The Megawhatts inside screeched angrily, sparks crackling across the wet planetarium. Furious, it stomped down at her, but Gwen was already darting away, braid whipping behind her as she sprinted for cover.

"That's gutsy!" Elfman barked approvingly. "A real man—er, woman—faces danger head on!"

Juvia tilted her head, frowning slightly. "But… why isn't Gwen using magic? Ben said before that she could, did he not?" She turned to the teen hero for clarification.

Ben replied. "This was before she learned. She only really discovered how to tap into magic later—during this summer trip, actually. You'll see eventually."

Behind the sparking, lumbering planetarium construct, a voice rang out, cocky and sharp:

"What's the matter? Can't take a joke?" Heatblast jeered. His body glowed brighter as he pulled together a massive fireball, the flames swirling larger and larger in his hands. With a forceful throw, the fireball blasted into the planetarium's chest, erupting in a fiery explosion that shattered the structure apart.

The Megawhatts shrieked as the pieces collapsed, zipping out of the broken exhibit like sparks from a bonfire.

"Alright!" Jet cheered, punching the air. "That takes care of the big guy!"

"Yeah, but the real problem's still buzzing around," Erza reminded grimly. "The Megawhatts themselves remain."

Heatblast smirked at the scattered swarm. "You really got burned with that one. You guys should really quit while you're behind."

The Megawhatts, furious at the taunt, crackled with energy and dove at him in a flurry of lightning bolts. But before they could land a strike, Heatblast vanished in a plume of smoke, only to reappear near the tarp-covered fish bowl. He waved cheekily at them, blowing exaggerated kisses. "Missed me, doofus!"

The guild hall erupted into laughter.

"Pffft! Oh man, that's priceless!" Happy wheezed, rolling on the table.

Natsu grinned wide, teeth flashing. "That'll tick 'em off for sure!"

Gray smirked, arms folded. "Yeah, I know I'd be pissed too if someone taunted me like that."

The Megawhatts shrieked angrily, their bodies sparking as they surged forward in a reckless swarm. Heatblast grinned and dashed back, slipping beneath the tarp as the glowing creatures zipped in after him like moths drawn to a flame.

From behind the tarp, Max's voice rang out, brimming with triumph. "Ben did it! They took the bait!" He grabbed the edge of the tarp with Gwen, yanking it free to reveal the massive glass fish bowl—now glowing from within as dozens of Megawhatts zipped frantically inside.

The guild hall erupted in cheers.

"They actually pulled it off!" Jet shouted.

"Yeah, but how will they seal it off?" Droy asked.

Heatblast appeared again, planting his feet firmly in front of the bowl. His chest glowed bright, and with a deep inhale, he exhaled a torrent of fire like a dragon's breath. The flames washed across the rim of the bowl, melting and fusing the glass at the top into a molten seal. Within moments, the Megawhatts were completely trapped.

Natsu's jaw dropped. "Wait—Heatblast can BREATHE fire?!" he shouted, practically bouncing out of his chair. "That's MY thing!"

"Yours… and his," Gray snorted, smirking at Natsu's outrage.

"It's not too surprising, honestly," Levy reasoned with a thoughtful smile. "If he can shape fire into boards and fireballs, exhaling it directly makes sense."

"Oi, what if those things break out?" Elfman barked.

Ben causally waved off the concern. "Nah. That bowl wasn't just some gimmick—it was heavily reinforced. Strong enough that even the Megawhatts couldn't break through."

Relief flickered across the guild.

"Na-na!" Heatblast leaned close to the glass, sticking out his tongue and blowing loud raspberries at the furious Megawhatts sparking inside the bowl. Their muffled shrieks only made him laugh harder.

Max stepped forward, surveying the sealed container with satisfaction. "Nice touch using that fish bowl. With non-conductive glass sealed up tight, sparky and his pals won't be going anywhere."

"Once again, science saves the day," Gwen added proudly, folding her arms.

Right then, the Omnitrix beeped and Heatblast vanished in a flash of red, leaving Ben standing there with a grin. "With a little help from science fiction," he quipped, clearly pleased with himself.

The guild hall rippled with conversation.

"So it wasn't power that saved the day after all," Erza said, her tone approving. "It was intelligence."

Levy beamed. "Exactly. They thought ahead, used the environment, and applied science. Strategy wins battles power alone cannot."

"Pfft." Natsu leaned back, arms crossed. "Power still helps. He only got them in the bowl because he could fight and run circles around 'em."

Gray smirked. "Takes both, hot-head. Brains and brawn. Otherwise, you'd have fried yourself ages ago."

"Shut up, ice princess!" Natsu barked, while Happy chuckled, "Aye, but he's right."

Makarov chuckled warmly. "A lesson worth remembering, no matter what world you're in: strength can win a fight, but wisdom ensures victory."


Back in Sparksville, workers bustled about repairing exhibits and sweeping debris. Earl stood with the Tennysons before a large object concealed beneath a tarp.

"You folks done right by us," the mayor said, his voice as flat as ever.

The guild tilted their heads at that.

"Done right? What does he mean by that?" Macao muttered, frowning. "Half the town got trashed."

But as the tarp loomed, several guild members began to piece it together. "Wait," Levy blinked, "don't tell me… they're actually going to use the Megawhatts as another attraction?"

Max looked uncertain. "Hope this adventure wasn't a big setback for Sparksville."

"More like giant step forward. What, with our new attraction, soon we'll be raking 'em in," Earl assured him, pulling the tarp away.

Beneath it stood an enormous glass bulb—the "biggest light bulb." Inside, the Megawhatts sparked and buzzed like captive lightning, their chaotic energy now powering the new attraction.

"Humdinger," Earl declared, utterly monotone. Then he leaned closer to Ben, adding, "So long as folks mind the signs." His gaze lingered knowingly before he straightened and walked away.

The guild's reactions were mixed.

Erza's jaw tightened. "That is… irresponsible. Those creatures should be contained properly, not displayed as a sideshow attraction."

Levy nodded quickly. "If they're stored in non-conductive material underground, fine. But here, in the open? It's just asking for trouble."

Natsu just shrugged, grinning. "Eh. It's a tiny nowhere town. If people follow the signs, it'll be fine."

Gray snorted. "Yeah, because people are so good at following rules."

"Exactly," Mirajane sighed. "If they slip up once, it could all happen again."

Cana twirled her mug lazily. "Something about leaving those things in a giant glass bulb still feels wrong."

Makarov folded his arms thoughtfully. "Still… for Sparksville, even the strangest solution can become a livelihood."

"'In case of emergency, do not break glass,'" Ben read aloud from the sign posted in front of the oversized bulb.

He gave a shrug and turned back toward the Rustbucket with his family. "I think I'm pranked out for a while," he sighed.

"There is a time and a place for a practical joke," Max advised him.

The mature members of the guild—Erza, Mirajane, and Freed among them—nodded firmly. "Exactly. Humor has its place, but recklessness doesn't."

Ben only gave Max a blank look as he opened the RV's door—only to be doused in a full bucket of water that tipped right onto his head.

"Ughhh!" Ben groaned, dripping.

Max chuckled heartily. "But funny is funny. Especially when it's not on you."

Gwen burst into laughter at her cousin's expense, joining Max in the moment.

The guild hall erupted with their own chuckles. Even Erza fought a small smile.

And Juvia—though she had defended Ben often—covered her mouth and let out a soft giggle. "Juvia supposes… that was funny."


The screen faded to black. A moment later, glowing runes shimmered across the air above the monitors:

"INTERMISSION — 15 minutes until the next episode begins."

The guild stirred to life again, voices overlapping as members gathered into little clusters to talk over what they had just seen.

"Those little sparks were no joke," Elfman grumbled, still scowling. "Not very manly, picking on folks with pranks and then trying to level a whole town."

"Not manly," Gray agreed dryly, "but definitely dangerous. Multiplying like that, zipping through wires? How would you even fight 'em without frying yourself in the process?"

"That scream of theirs was nasty too," Wendy added softly, rubbing her ears at the memory. "If I'd been there, I think it would've knocked me out instantly…"

"They remind me of parasites," Erza said firmly. "Tiny, chaotic, and all the harder to deal with because they can scatter everywhere. Had it been Fairy Tail facing them, I'd classify that request as S-Class at minimum."

Ben, who had gotten up to get something to drink at the bar, smirked and leaned back against the counter. "Well then… guess that means I handled an S-Class-level quest when I was ten years old." He jabbed a thumb toward his chest. "Not too shabby, huh?"

"Ten years old…" Wendy blinked in awe. "That's… really amazing."

"Pfthhh, amazing?" Natsu scoffed, though his grin betrayed a hint of respect. "If I'd been there, I'd have roasted those sparky pests twice as fast!"

"Or gotten shocked twice as fast," Lucy countered with a sigh.

Ben just grinned wider, unbothered by the mix of admiration and complaints. "Hey, facts are facts. You all heard Erza. S-Class job, done and dusted—by yours truly."

Even Erza had to pause, one brow arching as she looked at him. "…Hmph. For once, I'll allow the brag. You did manage it—though you did have help!" she quickly added.

That earned Ben a triumphant laugh, much to some members' exasperation.

"Still makes me wonder," Macao mused, stroking his chin. "What if a mess like that happened here in Fiore? Whole town full of those sparky little pests…"

"They'd be a nightmare to catch," Bisca admitted.

"Not to mention," Levy added, tapping her lip thoughtfully, "their ability to multiply. That alone could overwhelm even a large team if you weren't careful."

Elfman cracked his knuckles, scowling. "Tch. Multiplying or not, I'd smash 'em all. Real men don't get taken down by little lightning bugs!"

"Until you touch one and get fried," Gray shot back flatly. "They'd make barbecue outta you in seconds."

"Oi! I could take it!" Elfman barked, but his words only earned more snickers.

"Against creatures like that…" Mirajane spoke more softly, her tone measured. "Containment would matter more than brute force. If we had something non-conductive—like a lacrima barrier, or magically reinforced glass—we could trap them much like Ben did."

"That's true," Freed chimed in, adjusting his glasses. "With the right runes, we could keep them sealed, prevent their electricity from transferring through the walls."

"Bah, runes, glass, science…" Natsu waved it all off with a fiery grin. "I'd just burn 'em until there's nothing left!"

"Wouldn't recommend it," Ben piped up from his seat, smirking. "The more damage you do to them, the more they'll duplicate. It'll be like you trying to fight a thunderstorm at that point." 

"Well, Laxus could've eaten them," Gajeel admitted gruffly. "But he ain't here anymore. As for me? Not sure. Electricity isn't my thing."

Wendy shook her head quickly. "Even if Laxus was here, eating them might not destroy them. They'd just keep multiplying. Containment really is the only answer."

The guild murmured in agreement, though a few still looked frustrated. Natsu groaned, pounding his fist into his palm. "Tch! So what, we'd just have to sit around and trap 'em in jars? That's lame!"

"Better lame than dead," Gajeel shot back dryly.

"Still…" Levy leaned forward, her eyes sparking with curiosity. "Makes me wonder… If we had someone who could match their abilities, fight them on their own terms…"

Ben grinned widely. "You know… I do have a version of them on my side."

The guild perked up with wide eyes.

In a flash of green light, Ben transformed into his version of a Nosedeenian. His black-and-green body crackled with contained energy as he zipped between tables, leaving little lightning arches in his wake. "Name's Buzzshock! Compact, fast, and can eat electricity like candy."

"Whoa!" Natsu shouted, springing to his feet. "That's your Megawhatt?!"

Buzzshock zipped up onto a table, hands on his hips. "Yup. Better and stronger."

The guild marveled. But soon the questions started flying.

Lucy raised a hand warily. "So wait… You can eat electricity like the Megawhatts. Does that mean Laxus would be powerless against this form?"

The mention of their former comrade sobered the room for a moment.

Levy tilted her head. "Yeah. If you can absorb lightning, wouldn't that cancel out Laxus's magic entirely?"

Buzzshock changed back into Ben. "Eh… sorta, but not really. Buzzshock could eat up Laxus's lightning magic, no problem. But actually landing a finishing blow?" He shook his head. "That'd be rough. Laxus is basically immune to electricity. Buzzshock just be stuck in a stalemate with him."

Natsu crossed his arms. "Like me and Heatblast, huh?"

Ben nodded. "Exactly. Without equipment around for Buzzshock to possess, or some way to trick him, it'd be a deadlock. I could counter him—but I couldn't take him down."

There was a thoughtful silence. Then Cana smirked into her mug. "Guess that's one drinking contest Buzzshock would lose."

The tension broke as the guild laughed.

Notes:

Thank you all so much for the follows and favorites this story has gotten so far! I really appreciate the support, and I hope that as I release more chapters, even more of you will enjoy the ride.

Just a quick heads-up: once I finish Season 1, there'll be an intermission chapter before we jump into Season 2. It's going to be a longer one since there are a lot of things I'd like to cover in it.

Looking ahead, I plan for the guild to react not only to Classic but also to Alien Force/Ultimate Alien, along with certain arcs from Omniverse—most notably the Malware Arc and the episode "So Long, and Thanks for the Smoothies." What about the "Universe vs. Tennyson" episode? Don't worry—I've set that aside for the very end of the story, after the Spell runs its course. Consider it a surprise finale!

Also, shameless plug: I'm currently writing another Ben 10 x Fairy Tail crossover called "The Starfallen Hero" where Ben is actually born in Earthland instead of being transported there. If that premise sounds interesting, feel free to check it out!

Finally, since this is my first fanfic, I'd love to hear your thoughts. Please leave any comments or critiques in the review box below—it really helps!

Chapter 8: Episode 7: Kevin 11

Summary:

The Fairy Tail guild watches one of Ben's more questionable moments in his hero's journey while befriending a shady boy with superpowers.

Notes:

Disclaimer: Ben 10 and Fairy Tail are not mine — I'm simply a fan playing in their sandbox. All credit goes to the original creators.

(See the end of the chapter for more notes.)

Chapter Text

A low hum rippled through the guild hall as the runes carved into the walls flared back to life.

"INTERMISSION COMPLETE — PLEASE TAKE YOUR SEATS. The next episode will commence shortly."

Scattered groups of mages who had been standing or chatting quickly returned to their seats. A moment later, the runes pulsed again, glowing brighter as the words reshaped themselves across the monitors:

"Episode 7: Kevin 11."

A ripple of murmurs spread across the guild hall almost instantly.

"Kevin 11? Who's that supposed to be?" Gray leaned back in his chair, brows furrowing.

"Hey, didn't Ben say once that one of his closest friends back home was named Kevin?" Lucy mentioned.

Natsu tilted his head. "So wait… is this the same guy? Or some other Kevin? Because that's a weird coincidence if it isn't."

Across the room, Ben's expression clouded. His usual easy energy faltered, and he stared down at the glowing runes with a heavy frown. The sight didn't go unnoticed.

Team Natsu, sharp to changes in mood after so many shared battles, immediately honed in on him. Gajeel's crimson eyes narrowed with interest, while Wendy leaned forward, her face full of concern. Even Juvia caught the shift, tilting her head sympathetically.

"Ben?" Wendy's voice was soft, almost hesitant. "What's wrong?"

"Yeah, you're looking kinda gloomy all of a sudden," Natsu added bluntly.

Ben exhaled a long, weary sigh, running a hand through his hair. He kept his gaze on the floor for a moment before speaking. "Look… if you all thought that ten-year-old me was already a brat before—" he winced slightly "—then you're about to see me at my absolute worst. This incident… it's not one of my finest moments."

He lifted his eyes to the guild at large, his expression sincere but almost pleading. "So… just do me a favor, alright? Don't be too harsh on me when you see it."

A ripple of surprise passed through the guild.

Juvia leaned forward, clasping her hands together as worry softened her voice. "Juvia is sure it cannot be that bad… You must not be so hard on yourself, Ben."

Wendy nodded quickly, her little hands fidgeting nervously in her lap. "Yeah! You've been nothing but kind to all of us. Whatever happened, I'm sure it wasn't the end of the world."

Gajeel crossed his arms, his steel gaze sharpening. "Heh. Now you've got me curious. What exactly did you do that's got you sulking before the episode even starts? Does it got something to do with that Kevin guy?"

Ben's shoulders slumped further at the name, confirming the suspicion without words.

Around the hall, more guild members exchanged glances. They could see how deeply the subject unsettled him.


The scene opened with the Tennysons stepping through the grand entrance of a lavish hotel. "Wow, this hotel has everything! Indoor pool, full day spa…" Gwen's voice rang with amazement as she spun in place to take it all in.

"Where are you guys at now, Ben?" Cana asked, arching a brow.

"New York City," Ben answered, his tone matter-of-fact. "It's one of the biggest cities in my world—crowded, noisy, full of tall buildings and lights everywhere. Basically, it never sleeps."

"Sounds kind of like Crocus on magic steroids," Levy muttered, her quill scratching notes as her eyes lit with interest.

Lucy clasped her hands together, her eyes sparkling. "A city that never sleeps? And hotels that fancy? Ohhh, I'd love to stay in a place like that!"

"Indoor pool and full-day spa…" Erza repeated in a dreamy tone that startled a few around her. Her normally battle-ready demeanor melted as she let herself imagine it. "Such luxuries… I could spend hours unwinding in a spa after a mission."

Natsu wrinkled his nose. "What's the point of sitting in a spa? Feels like a waste of time when you could be training!"

"Not everything has to be about training, flame brain," Gray shot back, smirking. "Sometimes it's nice to just relax."

"Relaxing in a pool or spa sounds really nice," Wendy admitted softly, her cheeks warming. "Though… a city that never sleeps sounds kind of scary."

"Scary, yeah, but also kinda exciting," Gajeel said, his grin toothy. "A city that big's gotta have all sorts of places to fight or eat."

Juvia's eyes softened as she turned toward Ben. "Does Ben like New York City? It sounds different from Bellwood."

Ben shrugged, lips quirking in a wry half-smile. "It's okay. Busy, expensive, crowded. Not my favorite place, but it's definitely something you've gotta see at least once. Kinda like Crocus."

Grandpa Max raised a hand as Gwen continued marveling at the luxurious surroundings. "Now, don't get used to it, it's only for one night," he reminded firmly.

Ben, however, was already looking bored. His expression shifted the moment his eyes landed on something shining in the distance—a brightly lit kiosk emblazoned with a familiar logo.

"Whoa, the new Sumo Slammer video game's in there!" he shouted, sprinting toward the entrance, only to have a hotel guard block his path.

"A mall? Inside the hotel?" Gray raised an eyebrow, clearly baffled.

"A kiosk?" Cana repeated, frowning. "Wait, so people go shopping inside the same building they're staying in?"

"Talk about convenient," Mirajane mused, tilting her head. "If you forget something, you wouldn't even need to leave the hotel to find it."

Natsu, meanwhile, scratched his head. "Still sounds weird. Hotels are for sleeping, right? Why stuff shops inside them?"

Ben lifted a hand, chuckling sheepishly. "Some of the really big, fancy hotels in my world don't just rent out rooms. They also have their own stores, restaurants, and entertainment built right inside. The idea's simple: the hotel makes more money if the guests spend it there instead of wandering off somewhere else."

Levy's eyes lit up, scribbling notes with interest. "So it's like a self-contained city in one building. That's clever!"

Ben gave her a small nod. "Yeah, exactly. Think of it kind of like Akane Resort, remember? The way that place had food stalls, shops, and attractions all together? Except this is built inside the hotel, instead of being spread out."

"Ohhh, that makes sense." Lucy's face brightened with recognition. "Akane had that same kind of setup!"

Erza nodded firmly, her imagination already whirring. "A place where you can train, eat, shop, and rest all without stepping outside… practical and efficient."

"Efficient for draining your wallet," Gajeel muttered, though there was amusement in his tone.

"Still sounds nice," Wendy said with a small smile. "I think I'd like seeing one of those someday."

The kiosk guard held out a hand, blocking young Ben's path.

"Pass?" the man asked gruffly.

Ben patted his shorts, fumbling through his pockets.

"Uh… must've left it inside. I'm one of the game pros testing out the system!" he lied quickly, trying to bluff his way through.

The guard remained stone-faced. "VIPs only."

Across the guild hall, brows furrowed in unison.

"Video… game?" Elfman repeated, sounding lost. "What's that supposed to be?"

Ben scratched the back of his neck, realizing the explanation was inevitable. "Okay, so—video games are a type of entertainment in my world. They're like… illusions you can control, played on special machines. You use your hands to guide a character on a screen, almost like telling a puppet what to do. People play them for fun, challenge, or sometimes even in tournaments."

Levy's eyes sparkled with fascination. "So, interactive illusions! That's incredible."

"Sounds like something Natsu would break in five minutes," Gray muttered under his breath.

"I HEARD THAT!" Natsu barked, glaring at him. "And I'd win, not break it!"

"And Sumo Slammers was that show you were really into," Wendy recalled.

Meanwhile, Erza raised an eyebrow, her tone thoughtful. "But why would they restrict access to only VIPs if the point is to advertise this product? That doesn't sound like wise marketing strategy."

Cana nodded, swirling her drink. "Exactly. If you want people to buy it, you should let everyone try it, not just a handful of important people."

"Sounds like a scam," Gajeel added bluntly. "Get people drooling for it, then make 'em pay big later."

Ben sighed, confirming their suspicions. "Yeah… sometimes companies make these 'exclusive previews' to hype things up. It makes people feel like they're missing out, which pushes them to buy it as soon as it comes out. Not great marketing in my opinion, but that's how it works."

Ben trudged back toward Gwen and Max, shoulders slumped.

"I know what you're thinking, so no sneaking back in there," Grandpa Max warned sternly.

"I won't!" Ben insisted quickly.

The guild hall erupted in unison: "He will."

Sure enough, young Ben hung back, waiting for Gwen and Max to move along before he looked down at the Omnitrix with a mischievous grin. With a twist and flash of green, his body shifted into the eerie, spectral form of Ghostfreak.

Ghostfreaks' distorted voice echoed as he floated past the unsuspecting guard.
"But he will!"

"Compliments where they're due—he found the loophole," Gray smirked.

"Smart thinking," Cana agreed with a lazy grin. "If you can't go in as yourself, change into someone—or something—that can."

"He still lied to his grandfather," Erza cut in sharply, crossing her arms. "That's not honorable, no matter how clever the method."

Wendy's brows pinched together as she fidgeted nervously. "It feels… wrong. Grandpa Max trusted him, and he went against his word…"

Ben subtly flinched.

"Pfft," Natsu shrugged, grinning. "I say it's awesome! That guard didn't stand a chance!"

Ghostfreak phased through the wall and hovered gleefully in front of the video game station. He let out another eerie laugh, his clawed fingers curling around the controller.

"The ultimate sneaky peek… for the ghost with the most freak!" Ghostfreak declared dramatically, pressing buttons as the game blared to life.

"Oh no," Lucy groaned, pinching the bridge of her nose. "He's really doing it."

Macao chuckled under his breath. "Kid's got style, I'll give him that."

"He's also got trouble heading straight for him," Gray muttered knowingly.

Grandpa Max approached the elevator, his finger hovering over the "up" button. Just as he was about to press it, he paused, frowning. A quick glance behind him confirmed what he dreaded—one of his charges was missing.

"Ben?" he called, his voice carrying a note of suspicion.

Makarov sighed, shaking his hed. "That boy could really use some discipline. A firm hand now and then would set him straight."

"Agreed," Erza said firmly. "Rules exist for a reason. Ignoring them so freely will only lead to worse habits later on."

"Still…" Wakaba added, puffing from his pipe. "By this point, Max should've known the kid would sneak off. The signs were all over his face."

Macao gave a short nod. "Yeah. That old man's sharp, but he let his guard down. He knows his grandson too well to be surprised by this."

The words made Ben flinch slightly. He folded his arms across his chest, a small frown tugging at his lips. "He trusted me not to disobey him… and I did anyway. I can't really excuse that. Max always tried to believe in me, and this time I threw it right back in his face."

Juvia's expression softened instantly. She leaned forward, her voice carrying warmth. "Juvia does not think you should be so harsh on yourself, Ben. Children make mistakes—it is how they grow. What matters is that you understand it now."

Wendy nodded quietly in agreement.

The arcade monitor flared brightly with flashing text: [HI SCORE 500,000]

"Yes! New high score!" Ben whooped triumphantly, pumping his fist in the air.

"Over ten minutes must've passed since Ben's back in human form," Levy pointed out.

"Still glued to the controller," Cana chuckled. "Kid forgot about staying hidden the second he started winning."

Before anyone could comment further, the guard's looming shadow fell across the screen. The man clamped a heavy hand down on Ben's shoulder.

"What do ya got to say for yourself, kid?" the guard demanded.

Ben froze, eyes darting nervously.

"Uhh… 'game over'?" he stammered.

Many in the guild started to laugh.

"BAHAHAHA!" Natsu laughed, clutching his stomach. "Oh man, he's so busted!"

Gray grinned, shaking his head. "Smooth line though."

"Serves him right," Erza said with disapproval, though the corner of her mouth twitched up.


The Tennysons luggage was hurled unceremoniously to the ground.

"And never come back!" the guard snapped, slamming the doors shut behind them.

Many in the guild were shocked.

"What!?" Lucy exclaimed, wide-eyed. "They're kicking you out of the hotel? That's way too much!"

"Seriously," Cana agreed, frowning. "All the kid did was sneak into a booth. It's not like he trashed the place."

"Exactly," Levy nodded firmly, her brow furrowed. "He didn't destroy property or hurt anyone. To throw out the entire family? That's unreasonable!"

"That's harsh even by my standards," Erza said, crossing her arms.

Natsu growled, flames sparking at the corner of his mouth. "If I was there, I'd torch that lobby for throwing them out like that!"

"Then you'd definitely get banned for life," Gray shot back, rolling his eyes.

Grandpa Max turned, his expression stern and heavy. "I told you not to sneak back in there," he said firmly, his glare pinning Ben in place.

"Well, if you want to get all technical about it…" Ben began, trying to twist his way out of trouble.

Before Max could respond, Gwen's patience snapped. "I never even got a chance to take a shower—in a real shower—for the first time all summer! Plus they had a spa. A spa! Nice going, doofus!" she snapped, her voice sharp with frustration.

"Yeah, I'd be furious too." Lucy said. "After all that traveling, they finally had a comfortable place to stay, and Ben ruined it."

Erza crossed her arms with a decisive nod. "A spa would have provided them with well-deserved rest. Her anger is justified."

"Wait, wait, wait." Gray leaned forward, confused. "Did she just say first shower all summer? Are they telling us they've been running around unwashed this whole time?"

"Gross!" Natsu exclaimed, making a face. "No wonder they got kicked out!"

Ben quickly lifted his hands. "Whoa, no! That's not what she meant. The Rust Bucket does have a shower. We weren't filthy. It's just… really small and uncomfortable. Even for us as kids, it wasn't great. A hotel shower would've been, y'know, a luxury."

"Ohhh." Levy blinked, nodding slowly. "So she was frustrated because it wasn't about cleanliness, but about comfort."

"Exactly," Ben confirmed.

"Then her anger is more than understandable," Erza said firmly.

"Yep," Cana agreed. "Sometimes a girl just wants a proper bath, not a cramped washroom."


Inside the cramped Rust Bucket, tension hung thick in the air.

"How do you expect me to trust you if you keep misusing the watch?" Max demanded, his tone firm and disappointed.

"Excuse me, I used it a hundred times for good! Why can't I use it just once for me?" Ben complained.

Max's expression hardened. "It's not how many times you use it, Ben. It's how you use it!"

"He's right," Erza said without hesitation, her tone clipped. "Power is not a toy to be used for personal gain. The moment you treat it that way, you dishonor the responsibility that comes with it."

Makarov nodded. "Abusing power for selfish reasons only leads to regret."

"Still," Cana muttered into her mug, "the kid's got a point. He has saved a lot of people. Can't blame him for wanting a little fun now and then."

"Fun doesn't excuse breaking trust," Gray countered firmly.

From his seat, Ben shifted, crossing his arms with a sharp look. "You know… some of you don't exactly have the room to lecture. A lot of you have abused your powers for personal gain before too."

The hall stirred, several guild members stiffening.

"Hey, that was different!" Natsu barked immediately, flames licking at his fists.

"You destroyed half of Hargeon's port," Gray shot back, smirking.

Happy chimed in. "And whole slew of other buildings."

"Or that time you picked a brawl just because someone called you out," Gajeel added with a toothy grin.

"That was self-defense!" Natsu yelled.

"Not from where I was standing," Lucy muttered under her breath.

Meanwhile, Juvia's eyes shifted guiltily, remembering her early days in Phantom Lord. Even Cana chuckled to herself, recalling how often she used magic to cheat at card games.

"Point is," Ben said, holding up his hands, "I wasn't the only one who made selfish choices when I was younger. I just… happened to get caught more dramatically than most of you."

On screen, Young Ben crossed his arms with a pout. "It was no big deal," he insisted stubbornly.

Max's voice rose, sharp with frustration. "—To you. And that's all you care about! So, no more Sumo Slammers stuff for two weeks! No comics, no trading cards, no—!"

"—Fair!" Ben cut in, whining loudly.

Max's eyes narrowed, his tone snapping like a whip. "Neither is getting booted from a 4-star hotel I already paid for!"

Ben waved it off with a dismissive scoff. "Fine, take it out of my allowance!"

"Wait… did he even have an allowance?" Lucy asked, baffled.

The question was answered immediately on screen.

"You don't get an allowance…" Gwen said dryly, looking unimpressed.

"Stay out of this!" both Ben and Max barked at the same time, causing Gwen to shrink down in her seat with wide eyes, lips pressed shut.

"Why yell at Gwen?" Wendy asked. "She didn't' deserve that."

"It's ridiculous," Erza added, crossing her arms firmly. "She was contributing fairly to the discussion. She has every right to speak."

Elfman, however, leaned forward, his voice booming. "Hmph! This is a conversation between men. Gwen should stay out of it."

That earned him an immediate smack from Mirajane, who glared daggers at him. "Elfman!"

He rubbed the back of his head sheepishly but muttered, "What? It's true!"

Young Ben's face twisted with frustration. "This is my vacation, too! You can't always tell me what to do. You're not my dad!"

The words hit like a slap.

In the guild hall, a stunned silence fell.

Ben immediately flinched, his whole body tensing as he brought a hand up to cover his face. He looked away, unable to meet anyone's eyes.

"Not cool," Gray said flatly.

"Way out of line," Erza added, her tone sharp but controlled.

Lucy winced, hugging her arms close. "I get being upset, but…"

Wendy lowered her gaze, her expression deeply saddened. "That must've really hurt Grandpa Max…"

Even Natsu frowned. "Yeah, that one was low."

Makarov, still sitting at the bar counter, let out a deep sigh. His voice was low, almost to himself. "He may not be… but he loves you like a father would."

Juvia clasped her hands together, her tone gentle. "Ben was only a child. You lashed out without thinking, as children so often do. But Juvia knows you did not truly mean those words."

To the guild's surprise, Gajeel chimed in, his rough voice steady but oddly protective. "Before you all start piling on him, remember—we've all lashed out at the people closest to us. Especially the ones we love. The kid made a mistake. No point beating him over the head for it."

Cana tipped back her mug with a lazy shrug. "He's right. Kids snap like that all the time. Doesn't mean they don't care."

Max's face froze at Ben's outburst. The words struck him harder than the boy likely realized. "Well, if I was, I…" he started, his voice faltering. For a moment, raw emotion flickered across his face before he steadied himself. He drew in a breath and forced calm into his tone. "Look, I'm going back to the hotel, see if I can get at least some of my money back. I'll be back in a few minutes."

Ben brushed past him without meeting his eyes.

"Don't hurry!" he snapped before stomping to the back of the RV, yanking the curtains closed.

Gwen gave Max a reassuring nod. "He'll be fine," she said softly.

But the quiet didn't last long. From behind the curtains came the unmistakable sound of items clattering against the floor.

"Not fair! NOT FAIR! TOTALLY NOT FAIR!" Ben's voice rang out, shrill with frustration, as he began his miniature destruction spree in the back of the Rust Bucket.

"Yeesh," Cana muttered, taking a long sip. "Kid's got one nasty temper when he wants to."

"Throwing stuff around won't solve anything," Erza said, her arms crossed firmly.

But before the criticism could pile on, Levy raised her hand gently. "Remember, he is ten years old. We've all had temper tantrums at that age. Some of us even older."

"True," Lucy admitted, glancing down guiltily. "I… might've done worse once or twice when I was little."

"Aye," Happy added with a nod. "Kids get upset. That's just how they are."

Ben sat back, shoulders hunched, his lips pressing into a thin line. He didn't argue—he knew better than anyone that it looked bad, but at ten, his emotions had gotten the better of him more often than not.

Gwen crossed her arms, her voice dripping with sarcasm. "Glad to see you're handling things so maturely."

The curtains snapped open, revealing Ben's furious glare. Without another word, he shoved past her and marched toward the door.

"Where do you think you're going?" Gwen demanded, following close behind.

"Where does it look like? Out!" Ben snapped back, yanking the door open.

"Get back here!" Gwen ordered sharply.

"Sorry, I don't speak 'dweeb'." Ben huffed, storming down the steps.

"You're going to be so grounded!" Gwen tried again, her voice desperate to rein him in.

"Wait, wasn't he already grounded?" Cana asked.

"Well, technically," Levy reasoned. "Max only grounded him from Sumo Slammers stuff—games, cards, and comics. He never actually forbade Ben from leaving the RV."

"Yeah, but come on," Bisca said with an exasperated sigh. "After what he pulled? There's no way he'd have permission to just wander off. That's asking for more trouble."

"Exactly!" Erza declared, her eyes narrowing. "Grounded or not, he should not be leaving after causing so much trouble."

"Heh." Gajeel leaned back with a smirk. "Kid's got guts, I'll give him that. Running his mouth at his cousin and stomping out anyway. Bold—but stupid."

"Not bold," Lucy muttered, frowning. "Just bratty. He's digging himself deeper and deeper."


Gwen trailed after her cousin through the busy city streets until he stopped in front of a brightly lit building. A giant neon sign buzzed above the doorway:

"TOTAL ZONE."

Gwen stared up at it, her shoulders sagging. She let out a long sigh before muttering,
"Next summer, I'm going to sleepaway camp…"

"Sleepaway camp?" Wendy repeated curiously. "What's that?"

"Aye, what kind of camp makes you 'sleep away'?" Happy asked, ears flicking.

Ben, his expression still tight from reliving his argument with Grandpa Max, tiredly sighed, and explained, "It's… just a place where kids spend the whole summer away from home," he explained briefly. "You stay in cabins, do activities—swimming, hiking, stuff like that. Parents send their kids there for fun, or… sometimes just for a break."

"Ohhh." Lucy's eyes lit up. "So it's like a long vacation camp for children!"

"That doesn't sound so bad," Levy said with a small smile. "All that time outdoors could be fun."

"Or miserable," Cana muttered, rolling her eyes. "Sleeping in bunks with a dozen other kids? Pass."

"Still sounds like training to me," Erza insisted, her eyes shining with a little too much interest. "Endless drills, exercises, team-building—perfect for discipline!"

"Uh, I don't think that's what it's for…" Gray muttered, sweat-dropping.

Ben's eyes lit up as he entered the buzzing arcade. The place was packed with kids his age, cheering, laughing, and slamming buttons on flashing machines.

He hurried over to a baseball-batting game and fed his tokens into the slot. The digital pitcher wound up and threw the first ball—

The screen blinked, then blared: "GAME OVER."

"Game Over? It just started!" Ben exclaimed, outraged. He spun to the nearest employee, waving his arms. "This thing ate my tokens!"

The man barely glanced at him, shrugging dismissively. "Read the sign, kid. It says 'play at your own risk'…" With that, he walked away without a care.

The guild hall erupted into murmurs and groans.

"'Play at your own risk'… tch. That's exactly what casinos say," Macao muttered, shaking his head. "No one makes you gamble, but they sure don't care if you lose everything."

"Yep," Wakaba agreed, puffing on his pipe. "They set it up so the house always wins. It's stinks."

"Taking advantage of children, though?" Levy frowned. "That's even worse than gambling dens."

"Still," Cana drawled, sipping from her mug, "Ben kinda walked right into it. He should've read the sign before tossing his tokens in."

"Eh, give the kid a break," Natsu said with a shrug. "He just wanted to play. It's not like most people read signs anyway."

Gray smirked. "Says the guy who never reads signs."

"I HEARD THAT!" Natsu snapped.

"This place is a rip-off, you know that?" Ben snapped.

From nearby, another boy leaned casually against a machine, watching him. He had long dark hair and a cool, collected air.

"You're right," the boy said smoothly, his voice edged with amusement. "The games here stink."

Ben perked up a little, happy to find someone agreeing with him. "Yeah, but not as bad as his breath! MAJOR case of 'sewer mouth'!" he joked, waving a hand dramatically in front of his face.

The dark-haired boy chuckled. "You're funny! Here, you owe me one."

Placing his hand on the side of another machine, sparks of electricity danced across his skin before discharging into the machine. In an instant, the game screeched and began spitting out a big pile of golden tokens.

The guild hall collectively gasped.

"What the—?!" Lucy shouted, her eyes wide. "How did he do that!?"

"Was that lightning magic of some kind?" Levy muttered.

"Heh." Gajeel smirked, though his red eyes narrowed with curiosity. "Kid's got some bite to him." He leaned forward slightly, studying the newcomer. "Can't place it, but… feels like I know the type."

Ben finally lifted his head, exhaling heavily. "That's Kevin Levin. He's… complicated."

"Kevin Levin?" Wendy repeated, blinking. "Wait—Ben, you've mentioned him before. You said he was a good friend of yours back in your world."

Ben nodded slowly. "Yeah. But this—" he gestured at the screen "—this was the first time we met. And let me clear up what you just saw: Kevin's not fully human. He's half alien, half human. His species is called Osmosian. Osmosians can absorb energy and matter into their bodies and use it however they see fit."

The guild stared in stunned silence for a beat before murmurs broke out.

"That's… a terrifying ability," Erza said, her voice sharp with both awe and caution. "To absorb the power of anything around you and turn it into a weapon?"

"Impressive," Levy said in wonder. "Imagine the versatility!"

"Scary is more like it," Lucy countered, frowning. "If someone with that kind of power turned bad, it'd be dangerous."

"He's got style, though," Cana admitted with a grin. "Making the machines spew out tokens like that? Genius."

Ben's lips pressed into a thin line. "Yeah, well… Kevin's power is as dangerous as it is impressive. You'll see what I mean soon enough."

Young Ben's jaw practically hit the floor. "Woah, how'd you do that?!"

The dark-haired boy smirked coolly. "I got some skills…" he said simply.

Ben wasted no time diving into the mountain, scooping up a handful with childlike glee. Just then, Gwen came rushing in.

"We can't take those, they're not ours!" she scolded.

Ben stood up, proudly holding a small pile of tokens. "They are now!" he declared with a grin.

"Not cool," Lucy said, shaking her head. "He knows those aren't rightfully his."

Erza said flatly, her eyes narrowing. "Even if Kevin used his power to get them, Ben should not have accepted it."

"Pfft, come on," Cana waved her mug with a lazy grin. "Those tokens only matter inside that arcade. It's not like they're real money."

"Still counts as stealing," Levy countered, arms crossed. "Even if it's just casino tokens or whatever, the business loses out."

"Bah!" Natsu argued, waving his arms. "They're kids! They just want to play. Not like the arcade wasn't ripping him off in the first place!"

"Two wrongs don't make a right," Wendy said softly.

Ben nodded. "Yep. Learn from my bad example, Wendy."

Gajeel smirked. "Heh. Can't say I wouldn't have done the same thing. Free tokens? Jackpot!"

"Thanks! I'm Ben," he said brightly.

"Kevin," the other boy introduced himself.

"Wanna play some air hockey?" Ben offered eagerly.

But Kevin's eyes flicked past him, narrowing. Behind Ben and Gwen, two larger kids with rough, smug expressions had entered the arcade. Their stance and sneers screamed trouble.

Kevin's posture stiffened. "Nah, I gotta bail," he muttered, already turning away.

"Those guys definitely look like trouble," Gray muttered, his gaze sharp. "I've seen punks like that before."

"Mm," Erza agreed with a grim nod. "The type who thrive on intimidation."

"But why go after Kevin specifically?" Levy wondered aloud. "What could he have done to get on their bad side?"

"Doesn't take much," Cana said, swirling her drink lazily. "Sometimes just looking confident is enough for bullies to pick a fight."

"He's total trouble," Gwen said, judgment dripping from her tone.

"He seemed OK to me." Ben frowned, defending his new acquaintance.

"She's not wrong to be cautious," Lucy said, folding her arms. "Kevin's giving off a ton of shady vibes."

The two thuggish kids shoved their way past, bumping into Ben and Gwen hard enough to nearly knock them off balance. The cousins exchanged irritated looks but saw their true target a moment later: Kevin.

As they followed Kevin, two more figures suddenly appeared, blocking his path. One was a scrawny, half-bald boy with a nasty smirk. The other was broad-shouldered, his arms corded with muscle.

The half-bald kid sneered as he stepped closer. "Long time, no see. Where you going, freak? Home to recharge your batteries?"

In the guild hall, angry murmurs erupted.

"That's low," Bisca snapped, her brows knitting. "Taunting him for his powers? That's just cruel."

"Delinquent or not," Alzack muttered, shaking his head, "nobody deserves to get cornered like that. This is gang behavior."

Natsu growled, flames flickering at his fists. "Tch! If I was there, I'd roast those punks!"

"Don't waste your fire, flame brain," Gray said, his expression just as sharp. "A couple of bullies like that? I'd freeze them solid and be done with it."

In the midst of the jeers, Gajeel leaned forward, his crimson eyes narrowing as he studied Kevin.

Young Ben then stepped forward. "Need some help?" he asked Kevin.

The strong-armed kid sneered. "Heh, he's gonna need a lot more than you," he shoved Ben hard enough to knock him backward onto the floor. "Now beat it!"

Ben winced, but his eyes narrowed as he pushed himself back to his feet. "I've got some skills too…" he muttered.

Gwen's eyes widened. "Ben, don't!" she pleaded.

"No, he's right," Gray said firmly. "He can't just walk away while someone's about to get jumped."

"Heck yeah!" Natsu shouted, fists ablaze. "Fry those thugs!"

Erza nodded sharply. "It is the duty of the strong to protect the weak, regardless of circumstance."

"Couldn't have said it better, kids," Makarov agreed, holding up his mug. "Doesn't matter if this Kevin is shady or not—turning your back would've been worse."

On screen, young Ben dashed around a corner and slammed his hand down on the Omnitrix.

The Omnitrix pulsed, beginning to merge with his arm. The camera focused on his face—his eyes squeezed shut—before zooming in on his left eye. A black stripe emerged across his face, his skin shifting into a sleek blue as his body altered. The eye reopened, now a sharp green, without pupil or iris. The shot dropped down to his legs, wrapped in emerald glow as they elongated and thinned, ending in two feet balanced atop black spheres. The glow swept upward, unveiling a slender figure with long arms ending in razor-sharp claws, and a striped tail swishing behind him. The figure spun sharply, his head tilting forward as his mask slid down into place, locking over his face.

Finally, the alien straightened, fully transformed. XLR8.

"Whoa!" Natsu yelled. "That was awesome!"

"Talk about flashy," Gray admitted, whistling low.

Juvia turned to Ben. "Are you certain those transformations don't hurt?"

Ben smiled. "Positive. It's like a good stretch. Nothing too extreme."

"So what's XLR8 gonna do?" Cana asked with amusement. "Knock them out cold?"

"Or humiliate them like he did with those other kids before," Droy suggested. "What were their names—JT and Cash? He gave them wedgies, right?"

Happy snickered. "Aye! Wedgies are funny!"

"Or," Jet cut in with a sharp grin, "he could do a lot worse. XLR8 can spin up tornados with his speed. One of those in a cramped arcade? Those punks would be sent flying."

"That'd do it," Gajeel said approvingly, smirking at the thought. "Quick and clean."

Before speculation could grow, Kevin's smug voice cut through the tension. "So, how's the hangout? Still trashed like I left it for you?" he asked, his tone dripping with arrogance.

"Ohh," Lucy said, realization dawning. "So that's why they're after him. He destroyed their hideout."

"Now it makes sense," Cana added, nodding. "They're just getting payback."

"We've fought countless bandits and dark guilds whose bases we've dismantled. Their fury is expected." Erza said with understanding.

"Doesn't mean they have the right to bully him for it," Wendy said softly, still frowning.

"But it explains their grudge," Gray admitted. "Kevin brought this on himself."

Gajeel leaned forward, his grin toothy. "Eh, can't blame him for bashing up some gang's hideout. Sometimes that's what punks deserve."

The strong-armed kid sneered. "Yeah, and you're gonna pay! You can't take us all alone, freak!"

"But I can!" XLR8 declared, every head snapped toward him in shock.

The half-bald kid, however, only laughed. "Little early for Halloween, dude, isn't it?"

The guild hall stirred with confusion.

"Halloween?" Wendy repeated, tilting her head. "What's that?"

"Is it some kind of festival?" Lucy asked, eyes bright with curiosity.

Ben answered. "Yeah, kinda. Halloween's a holiday in my world. October 31st. Once a year, people—especially kids—dress up in costumes, go door-to-door, and get candy from their neighbors. Sometimes there are parties, haunted houses, scary decorations. The whole deal is about having fun while pretending to be spooky."

Immediately, chatter rose across the guild.

"Costumes and free candy?" Happy gasped, his wings flaring. "Aye! That sounds amazing!"

"Ohhh, that actually sounds like fun," Cana grinned. "An excuse to party and drink while in costume? Count me in."

Lucy's eyes sparkled. "I'd love to try it!"

Natsu laughed, slamming his fist into his palm. "Forget costumes—I'd just go as myself and scare everyone anyway!"

Erza, meanwhile, was trembling slightly, her hands clasped under her chin. "A holiday where one can wear costumes…? With sweets at every turn?" Her eyes gleamed with frightening intensity. "We must celebrate this. Next year. It shall be mandatory!"

The guild collectively sweat-dropped, but a ripple of laughter followed.

XLR8 became a blur of blue and black, darting circles around the thugs. A whirlwind roared to life, whipping their clothes and hair as the strong-armed kid was sucked upward into the spinning vortex.

"WAAAAH!" the boy shrieked, flailing helplessly.

In an instant, the tornado stopped, and XLR8's striped tail lashed out, batting the kid aside mid-fall and sending him sprawling with a thud. Before anyone could react, XLR8 vanished again.

"Where'd he go—?" the half-bald kid stammered nervously. His words cut short when the sound of a body hitting the floor echoed behind them.

Kevin and the two thugs holding him twisted around, wide-eyed. The half-bald boy lay crumpled on the ground, groaning.

A split-second later, another thug was plucked away by the unseen blur, tossed across the arcade like a ragdoll. The remaining boy, now trembling, let go of Kevin and stumbled backward.

Behind him, XLR8 materialized, mask lifting just enough to reveal a toothy grin.
"Trick or treat!"

The kid let out a scream and bolted, knocking over a chair in his scramble to escape.

The guild hall reacted almost as loudly.

"Gah!" Lucy yelped, clutching her chest. "That got me!"

"Aye!" Happy cried, wings fluttering. "Too fast, too spooky!"

Even Wendy gasped, hugging Ben's arm tightly. "He was just… everywhere at once…"

"Ha!" Cana laughed, nearly spilling her drink. "Scared the pants off that kid! Totally worth it."

Gray, however, rubbed the back of his neck with a grimace. "Speedsters are always a pain." He recalled his tense battle with Oracion Seis's Racer.

"Effective and stylish," Jet added, unable to hide his grin. "Gotta respect speed like that."

XLR8 gave Kevin a casual wave before zipping off in a flash, leaving only a faint gust of wind behind.

Kevin stood frozen for a moment before a small smile tugged at his lips.

"Guess the kid earned his respect," Gajeel said with a smirk. "That smile said it all."


The camera cut to the Ben and Gwen outside the arcade. Gwen rounded on her cousin immediately.

"I can't believe you went alien!" she snapped.

"Eh, I don't agree with her there," Gray said, shaking his head. "He used his powers to help someone who was about to get pummeled."

"Yeah!" Natsu agreed. "Kevin needed help, and Ben stepped in."

"Aye!" Happy chimed, nodding eagerly. "That's what heroes do!"

"Her frustration is understandable," Erza countered, arms crossed. "She fears for his safety when he rushes into conflict without thought. Still, this time, his choice was justified."

Ben's eyes narrowed, his voice rising in frustration. "He helped me, so I helped him. You wouldn't get it! And neither would Grandpa. THAT'S the problem!"

The guild blinked, confused murmurs rippling across the hall.

"What does he mean by that?" Lucy asked, tilting her head.

"Why wouldn't they get it?" Levy added, her quill pausing mid-scribble.

Ben let out a long, heavy sigh. "Look… in Ishgar, maybe only ten percent of people can use magic naturally, but that's still a lot. Most people here are used to being surrounded by others who can do incredible things. My world isn't like that. Most people back home are powerless. Just normal humans. So when I met Kevin—someone my age who actually had powers—it felt… different. Like I wasn't alone anymore. I couldn't help but feel some kind of kinship toward him."

The guild quieted at his words, their expressions softening.

"Ohhh…" Wendy whispered, her eyes wide with sympathy. "So you were just… lonely."

Lucy's gaze softened. "I think I get it now. We have magical guilds here, others like us to lean on. But you didn't have that."

"Yeah," Cana muttered. "Makes sense why he clung to Kevin so fast. Even if the guy's trouble, he was still someone who understood."

"Still risky," Erza said firmly, though her tone was less harsh now. "But I cannot deny his frustration makes sense. Everyone craves belonging."

Gajeel huffed, leaning back with his arms crossed. "Heh. Can't fault him. First time I found people who didn't treat me like a freak, I latched on too."

Kevin jogged up to the Tennyson cousins. "You see what that speed guy did to those losers?!" he asked, eyes alight with excitement.

Ben grinned back. "Yeah! Dude's name is XLR8! In fact, we're pretty tight."

A ripple of chuckles swept through the guild hall.

"That's one way to put it," Cana laughed, smirking into her mug.

Kevin's grin widened. "Cool! Hey, want a tour of New York?" he offered.

"Not a bad offer," Jet admitted. "If Kevin knows the city, it could be fun."

"But it's reckless," Erza cut in, her tone sharp. "Max will already be furious with him. Delaying his return will only make matters worse."

"Yeah," Levy agreed. "The longer he stays out, the more he'll damage the trust his grandfather is trying to build with him."

"He's already in hot water," Cana countered, shrugging lazily. "Might as well make it worth it."

Gwen stepped in quickly, her voice urgent. "You keep Grandpa waiting any longer, he's going to pop another gasket! We gotta go. Like, now, Ben!"

Ben brushed her off with a scowl. "Don't you mean you have to go?"

Gwen was hesitant before giving up. "...You're on your own." She turned and walked away.

Ben's eyes hardened as he snapped back, "Good, that's the way I want it!"

"He shouldn't be doing that," Lucy said softly, frowning. "Gwen and Max might frustrate him, but they're still his family."

"Pushing them away will only make things worse," Wendy added worriedly.

"Kid's too pissed to think straight," Gajeel muttered, arms crossed. "Sometimes you just need time to cool off before you can see reason. I've been there."

Erza's eyes narrowed. "Perhaps. But lashing out and rejecting those who care for you is a mistake. Sooner or later, he will regret it."

Ben rubbed the back of his neck with a heavy sigh, but said nothing.


The two boys strolled down the bustling sidewalks of New York City. "So, how'd you get your power?" Ben asked.

Kevin smirked, his voice proud as he explained. "I was born with it! I'm like an energy sponge. Motors, air conditioners, lights, batteries, whatever! "Soak it up, then dish it out when I have to… or want to."

The guild murmured, clearly impressed.

"That's… an incredibly versatile ability," Levy said, eyes sparkling. "Absorbing and redirecting energy from nearly anything? He could weaponize the entire environment around him!"

"Sounds like a nightmare to fight," Gray admitted with a low whistle.

Erza nodded gravely. "Yes. A dangerous and effective power. If used responsibly, it could make him an incredible protector."

"Or a terrifying enemy," Cana added. "Depends which way he swings."

"Still… it's cool!" Lucy said, her eyes shining despite her reservations. "Just imagine being able to tap into anything for strength."

At that, Ben shifted in his seat, expression cautious. "Kevin can do more than just absorb energy. His abilities run deeper than he's letting on here… But, uh… let's just say there's a big downside when he takes in too much. I'll leave it at that for now."

"Big downside…?" Wendy echoed nervously.

"Heh. That sounds ominous," Gajeel muttered, his crimson eyes narrowing.

Back on screen, Young Ben's grin widened. "Cool!" he said with genuine amazement.

Kevin chuckled at his reaction. "Come on! I'll show you where I live!"

Many tilted their heads in unison.

"Where he lives?" Lucy repeated. "Is it… a normal house? Or apartment?"

"Now I'm curious too," Cana admitted. "A guy like Kevin doesn't exactly scream 'cozy apartment.'"


Gwen stepped into the Rust Bucket. She immediately froze—Grandpa Max was sitting in the driver's seat, his face thunderous.

"Where's Ben?" he demanded, his voice sharp with barely contained anger.

Gwen let out a nervous little laugh, fiddling with her hands. "Hehe, yeah, about that…" she said, her voice trailing off.

The guild hall collectively tensed.

"Ooooh, he's mad," Cana muttered. "Like, really mad."

"Not surprising," Erza said sternly. "Ben defied his orders, endangered himself, and now Gwen's returned alone. Max's anger is more than justified."

"Yeah, can't blame him," Gray agreed. "At some point, Max's patience is gonna run out."

Wendy hugged Ben's arm, her eyes wide. "He looks so scary… I'd hate to be in your shoes, Ben."

"Which is why you should learn from his bad example," Carla stated.

Happy tilted his head. "Aye, but it's not like Gwen could drag him back by herself!"

Levy frowned thoughtfully. "True, but Max doesn't know that yet. All he sees is that Gwen came home without him. That would scare any parent or guardian."


Kevin led Ben through the dimly lit tunnels of New York City until they stepped into a wide, cavernous space. The flickering light of a few old TV sets illuminated the room, their cords snaking back to a precariously wired generator. A couple of game consoles sat on the floor beside them, while a dented ATM rested against the abandoned ticket booth. On the far wall, a torn and faded Sumo Slammers poster clung stubbornly to the bricks.

"Wait… the train station is underground?" Lucy asked in surprise.

"Why would they build it there?" Wendy echoed curiously.

"In some big cities back home," Ben elaborated, "people use subway trains. They're trains that run underground, below the streets. Makes it easier to move huge numbers of people quickly without clogging up the roads."

Levy's eyes lit up, her pen already scratching in her notebook. "That's brilliant! Limiting foot traffic on the surface and giving people faster travel options."

Natsu, however, gagged dramatically, waving his arms. "Ughhh, no way! Underground trains? Transportation again? Forget it!"

Happy snickered. "Aye, Natsu just hates all rides!"

The camera panned across the makeshift furniture and scattered belongings. "You live here?" Ben asked, surprised.

Kevin grinned, puffing his chest out proudly. "Yeah, by myself!"

The guild hall fell silent for a long moment before erupting with horrified exclamations.

"He what?!" Lucy gasped, her eyes wide. "He lives down there alone?!"

"That's awful," Wendy said, her voice trembling. "No one should have to live like that…"

"Unbelievable," Erza muttered, her expression darkening. "Where is his family?"

"Explains a lot though, doesn't it?" Cana said softly, her smirk gone. "Kid's got no one looking out for him. Of course he's rough around the edges."

"Now I get it," Gajeel said gruffly, arms crossed. "Living like that, you either toughen up or get crushed. He's surviving by any means necessary."

Even Gray frowned, his usual sarcasm absent. "Yeah… He never had anyone like Max or Gwen keeping him in line."

"What about your family?" Ben asked, his voice softer than before.

"Long gone! They weren't too thrilled having a 'freak' for a son. But it just means I don't answer to nobody!" Kevin shrugged, seemingly unbothered.

The guild hall exploded with outrage.

"What?!" Lucy shouted, slamming her hands on the table. "How could his parents just abandon him like that?!"

"That's unforgivable!" Erza's voice was like steel. "To cast out your child simply for being different… it is monstrous!"

Among them, Mirajane's usual smile faltered. Her eyes softened with quiet understanding. "That… sounds too familiar," she murmured, her tone sad. She recalled her childhood, where she, Elfman, and Lisanna had been banished from their old village because of her Take-Over magic. They had seen her as a monster.

Elfman clenched his fists, his jaw tight. "Aye. We know what it's like, bein' treated like outcasts in your own home." His voice was rough but carried sympathy. "Doesn't matter how tough you act—deep down, it hurts."

Natsu growled, flames licking at his fists. "If I met those parents, I'd torch their house to the ground!"

Wendy's eyes brimmed with tears. "That's so cruel…"

Even Gray, normally level-headed, shook his head in disgust. "Abandoning him like that… no wonder he's messed up."

"There's more to the story," Ben spoke up. When the room quieted and all eyes turned to him, he went on. "The proper way for Osmosians to use their abilities is to absorb both energy and matter. If they only take in energy, like Kevin had… it messes with their minds. Warps them. The more they absorb, the more unstable they get. Kevin's memories of what happened with his parents? They're… not entirely reliable. He was already slipping, even at eleven."

The guild's expressions shifted from outrage to stunned silence.

"So you're saying," Levy asked carefully, "his powers—when used the way he was using them—were slowly driving him insane?"

Ben nodded grimly. "Yeah. An eleven-year-old with a power that can mess with your sanity every time you use it? Not a good combination."

The hall was quiet, the weight of his words sinking in.

"Still doesn't excuse his parents if they really abandoned him," Cana muttered, though her voice was softer now.

"No," Erza said firmly, though her shoulders relaxed slightly. "But it explains why the story may not be as clear-cut as it seems."

Ben grinned. "Sounds good to me! So, why was that gang after you?" he asked.

Kevin rubbed the back of his neck, looking mildly embarrassed. "I kinda trashed their hangout under the 39th Street bridge," he admitted with a smirk. Then, flipping the question back, he added, "Oh, what about you? Sounds like your grandpa's pretty steamed at you."

Ben rolled his eyes. "Like usual. And all I did was sneak in and play the new Sumo Slammer video game!" he complained.

Several in the guild groaned collectively.

"Not all you did," Lucy corrected firmly. "You also got your family kicked out of that fancy hotel. That probably cost a ton in Jewels!"

On his bench, Ben slouched down and groaned, crossing his arms stubbornly as he looked away. "Yeah, yeah… I know. Little me wasn't good with taking responsibility. You don't have to keep reminding me."

Juvia's eyes softened as she tilted her head toward him. "Juvia does not think Ben should be so hard on himself now. The boy on the screen was only a child."

Wendy nodded quickly, offering a small, supportive smile. "You've grown since then, Ben. That's what matters."

Ben exhaled through his nose, giving them a faint smile.

"The one that won't be out until Christmas?" Kevin asked.

"Yeah," Ben confirmed, oblivious.

The camera zoomed in just slightly on Kevin's face as his lips curled into a sly grin.

"I don't like that look," Cana remarked.

"Definitely up to nothing good," Freed said, narrowing his eyes.

Gajeel grinned. "Heh, looks like this is about to get interesting."


The night sky stretched over New York City. Ben and Kevin sprinted side by side until they skidded to a stop at the looming entrance of a warehouse.

"I got a tip a new shipment just came in," Kevin explained. He ran up to the door's keypad, placing his palm flat against it. Sparks crackled as he overloaded the mechanism with a surge of electricity. The door lock fizzled, smoke curling from the keypad.

"Help me kick in the door!" Kevin instructed eagerly.

Ben didn't hesitate—he joined Kevin, the two boys slamming their sneakers into the heavy door until it groaned, then burst open with a clang. Neither noticed the small sensor overhead, its light blinking as it quietly beeped.

"What is he doing?!" Lucy shrieked, clutching her head. "Ben! You actually joined him?!"

"Breaking and entering? He is no better than Kevin in this moment." Erza shook her head, disappointed.

"Aye, and now he's acting like a bandit!" Happy yelped, eyes wide.

Kevin flicked on the lights. The warehouse brightened, revealing row after row of stacked wooden crates, each one boldly stamped with the Sumo Slammers logo.

Ben's eyes widened, his jaw dropping. "Wooooooah…!" he gasped in awe.

Kevin pried open the lid of one of the wooden crates. Inside, neatly packed in rows, were copies of the brand-new Sumo Slammers video game.

Kevin grinned, pulling one out. "Check it out! Wait's over, dude!" he said, tossing a copy toward Ben.

Ben caught it with both hands, his eyes lighting up. "Hee hee, yes!" he squealed.

"Ben…" Lucy's tone was sharp with disappointment. "Why did you go along with that? You knew it was stealing."

"Seriously, man," Gray said, shaking his head. "Breaking into a warehouse, taking games off the crates—you had to know better."

"Anger at Max or not," Erza added, her voice firm, "that is no excuse to forsake your principles. You knew what you were doing."

Ben didn't respond immediately. He shifted uncomfortably in his seat, staring at the floor. After a moment, he sighed, his voice low. "I know what I did was wrong. I just… I was still angry with Grandpa Max, and Kevin was treating me like I was cool. I wanted to impress him. At the time, I didn't think stealing a video game was that big of a deal."

The guild stirred, some ready to pile on criticism again—until Juvia raised her voice gently but firmly.

"Enough," she said, her blue eyes soft but serious. "Most of us here have questionable pasts. We have made selfish choices, broken rules, or caused pain. Yet we grew from them. Ben has clearly recognized his mistake and become better for it. We should not be so quick to condemn him when he has already carried that regret for years."

The hall went quiet. No one argued. Even Erza's stern expression softened slightly, and Cana leaned back with a shrug, silenced.

Wendy smiled faintly, nodding in agreement. "She's right. He knows better now. That's what matters."

On screen, there was a sudden crash as smoke grenades burst through the warehouse windows, spewing thick clouds across the floor. A moment later, blinding beams of light cut through the haze as helicopters hovered outside.

The sound of sirens wailed, and a voice boomed through a loudspeaker. The warehouse was surrounded.

The guild hall erupted in shock.

"Wait—what?!" Lucy shouted, eyes wide. "All that for a bunch of video games?!"

"That's insane," Gray muttered. "It's not like they were robbing a bank."

Erza narrowed her gaze. "…This looks like a military operation."

"Overkill!" Natsu barked. "They're acting like Ben and Kevin are some kinda war criminals!"

Happy tilted his head, ears twitching. "Aye, why would they go so far? It's just games!"

Ben sighed. "They weren't there for the games. Not really. I didn't connect the dots at that time, but the shipment was bait. The authorities were after Kevin. He was already on their radar for a lot of things. The warehouse was just the perfect way to draw him out."

Levy frowned. "So they were tracking Kevin this whole time…? That means he's committed serious crimes already."

Cana raised an eyebrow. "That kid's eleven. What the hell did he do to get this kind of response?"

"I…couldn't tell you." Ben shook his head. "Kevin wasn't too proud to talk about his past."

Wendy bit her lip, her voice soft. "An eleven-year-old boy, treated like a dangerous criminal… That's just heartbreaking."

Gajeel huffed, leaning back with his arms crossed. "Or it means he earned it. You don't get baited with an operation like that unless you've caused some serious chaos."

Smoke filled the warehouse as Ben and Kevin staggered, coughing and waving the haze from their faces.

"What do we do?" Ben asked, panic rising in his voice.

"Get out of here!" Kevin barked, dropping his copy of the game and bolting for the nearest exit. Ben quickly followed.

They reached one entrance, only for a blinding spotlight to cut down on them from above. A helicopter's rotor blades thundered overhead, trapping them in its glare.

Ben veered off in another direction while Kevin rushed to the nearest outlet. Ben rushed for the nearest entrance, but the door burst open with armed S.W.A.T soldiers swarming inside. Meanwhile, Kevin was charging himself up with electricity.

"Freeze, punks!" one soldier barked, gun trained on them.

As the soldiers looked for the kids, Kevin hopped in an forklift and pressed his palm against it, surging power into the machine.

Kevin grinned, ignoring the order. "Time to rev things up!" he shouted, the forklift's engine roaring to life as it sped forward.

The soldiers scattered, one of them yelping as the machine collided into a stack of boxes, knocking him sprawling. Kevin leapt clear just before impact, landing in a crouch with a cocky grin.

"Whoa—was he trying to kill them?!" Lucy gasped.

"That looked bad," Wendy whispered nervously. "What if the soldier got crushed…?"

Ben shook his head. "No, no—Kevin wasn't trying to kill them. Forklifts don't move very fast. He just wanted a distraction, something to scatter the soldiers so we could slip away."

Kevin bolted toward the final exit. "Let's go!" he shouted, with Ben right on his heels.

They burst out into the night—only to skid to a stop at the edge of dark water. Two police cars screeched to a halt on the roads flanking them, blocking both sides. The thunder of rotor blades filled the air as a helicopter hovered into position directly ahead, its spotlight pinning them like prey.

"Not looking good for them." Gray noted dryly.

"Are they really gonna get arrested?" Natsu asked, sounding slightly worried.

"I mean, I know they broke the law and should be punished," Macao frowned, "but I can only imagine what those military types would do with those two kids."

Erza frowned sadly, recalling the scene of Jellal being arrested after the Oracion Seis and Nirvana were defeated.

"Great, no way out!" Ben snapped, his voice sharp with frustration.

Kevin grit his teeth. "Any ideas?"

Ben looked down at the Omnitrix on his wrist. He hesitated for only a moment before muttering, "Only one… but can you keep a secret?"

Kevin hesitated briefly but shrugged. "...Sure!"

Before Kevin could ask what he meant, soldiers poured into the warehouse behind them, weapons raised, blocking the last entrance.

Ben twisted the Omnitrix dial, cycling through the silhouettes.

Kevin's eyes widened. "What are you doing with your watch—?!" His words cut off as Ben slammed his hand down on it with a grin. Green light engulfed him.

With a flash, Stinkfly appeared.

"Whew—good choice!" Cana said. "If you need to escape, flight's the way to go."

"But there's still the flying machine…" Levy said thoughtfully.

Ben held up a finger. "That's called a helicopter. Pretty common in my world—basically a flying vehicle with rotor blades. They're used for travel, search missions, and in law enforcement like this."

"Helicopters…" Lucy repeated, eyes wide. "Your world just keeps surprising me."

"Sounds cool," Natsu admitted with a grin. "Still wouldn't ride one. Happy's my way into the sky."

Happy chuckled. "Aye, Natsu would puke before it even took off anyway."

Back on screen, Kevin pinched his nose tightly. "Ugh, you reek!"

"I knooow!" Stinkfly complained, annoyed.

Many in the guild laughed, the tension momentarily broken.


Stinkfly, scooping Kevin up into his arms, surged forward, barreling through the entrance—knocking several soldiers flat on their backs. The two shot across the dark water, the sound of helicopters roaring close behind them.

"Oh yeah!" Kevin whooped, stretching his legs out so his feet skimmed the water's surface. He laughed, pure adrenaline coursing through him, before tilting his head back toward Stinkfly. "And people call me a freak! How'd you do that?"

"Seriously?" Lucy said, frowning. "Calling Ben a freak after everything he said about hating that word?"

"Especially when the whole reason he warmed up to Ben was because he didn't feel like a freak around him," Wendy added softly, her brows furrowed.

Gray crossed his arms, his expression skeptical. "I don't think he meant it in a bad way. The guy just saw something wild and tried to relate. You know—like, 'hey, you're different too.'"

"Yeah," Gajeel added, a rare note of sympathy in his voice. "When you've been treated like a freak your whole life, finding someone else like you makes it feel less like an insult. More like… brotherhood."

Mirajane nodded softly, her gaze thoughtful. "Words carry different weight depending on the speaker. For Kevin, 'freak' may have been the only language he knew to describe kinship."

"Talk later," the insectoid alien said, his eyestalks swiveling behind them.

The camera panned back to reveal the pursuing helicopters. In each one, soldiers leaned out of the open sides, rifles raised. The night air crackled as gunfire erupted, bullets streaking toward the boys.

"They're shooting at them?!" Lucy cried, leaping to her feet. "They're just kids!"

"That's insane!" Wendy said, her voice trembling. "That could have killed them!"

Natsu growled. "Cowards! Attacking children like that—I'd torch every one of those flying tin cans!"

Even Cana scowled. "That's way over the line."

But not everyone shouted with pure anger.

Gray exhaled slowly, his arms crossed. "It's extreme, yeah… but from their perspective, it makes a twisted kind of sense. They don't see Ben—they see a giant flying insect monster carrying off a known criminal."

Erza nodded reluctantly, her eyes narrowing. "I do not agree with it, but the logic is clear. Stinkfly would appear monstrous to those who do not know him. And Kevin… he is already marked as dangerous."

Bullets tore through the night air as Stinkfly zigzagged in sharp, dizzying patterns, weaving through the gunfire while holding on tightly to Kevin.

With a sudden burst of speed, Stinkfly darted toward a colossal green statue rising from the water. He swooped up, soaring toward the woman's face before spiraling between the tall spikes of her crown. Kevin laughed, hopping along the metal points with reckless excitement.

"What's that statue?" Jet asked aloud, pointing at the screen.

Ben leaned forward. "That's the Statue of Liberty. It's one of the most famous landmarks in my country. Pretty iconic."

The helicopters circled around the statue, their searchlights scouring the area. "Where'd they go?" one of the pilots asked as they tried to regain formation.

The answer came quickly—the camera tilted down to reveal Stinkfly clinging to the underside of one helicopter.

"Now that's clever," Gray said with a low whistle. "They'll never look underneath."

"I'm running out of time! I'll lose them in the city," he told Kevin, his tone urgent.

But before he could act, a gunman on a neighboring helicopter spotted him. The soldier fired, the bullets forcing Stinkfly to release his grip and peel away into the open sky.

Green wings blurred as he zigzagged through the night air, the helicopters snapping back into pursuit.

"Uh-oh," Stinkfly muttered.

He dove low, weaving in between the lanes of traffic, skimming dangerously close to cars. Panicked honks blared, headlights swerving as he ducked in front of a massive tour bus. The passengers inside screamed, faces pressed against the glass as the insectoid alien clung to the windshield before vaulting away.

The chase dragged on, relentless. At one point, Stinkfly and Kevin zipped past the Rust Bucket itself, its headlights glowing in the dark as Max's home-on-wheels rolled unknowingly beneath the chaos.

"Ohhh, if Ben wasn't in trouble before, he's definitely in trouble now," Cana said, half-laughing, half-groaning.

"Yeah, imagine Max looking up and seeing his grandson dangling some kid while being chased by helicopters," Gray muttered, smirking faintly. "That's a grounding times ten."

"Pfft," Natsu said with a grin. "Trouble or not, that was awesome!"

"Not awesome," Erza corrected sharply. "Reckless and dangerous. Innocent people were frightened."

The bright lights of Times Square filled the scene—towering screens flashing advertisements, the bustle of late-night crowds moving across the crosswalks. A news reporter stood in front of a camera, speaking into her microphone as her image was broadcasted across one of the massive monitors.

That was when Stinkfly suddenly zipped into frame, wings buzzing as he darted past the shot. The cameraman yelped but kept filming, and the alien's distorted image was projected onto the giant screen for the entire square to see.

Kevin, clutched in Stinkfly's arms, looked at the giant projection, then smirked. With zero hesitation, he threw up a peace sign at the camera.

Several wizards couldn't help but laugh.

"Hah!" Cana snorted. "Okay, that was funny."

The helicopters didn't find it funny. They opened fire, their bullets striking the giant screen and scattering sparks. Stinkfly flinched, jerking them out of Times Square.

"Can't shake 'em!" Stinkfly said, panic creeping into his tone as he darted forward, wings straining. Then his eyes flicked to the road below. A large truck hauling multiple cars rolled steadily along, heading toward an underpass.

"I've got an idea!" he declared, diving toward it.

The car-hauler approached the underpass. Stinkfly tucked his limbs and glided underneath with ease, while the helicopters were forced to pull up sharply, their rotor blades scraping close to the bridge's edge.

"We'll get 'em on the other side!" one of the pilots barked.

Moments later, the choppers swung back into formation, their searchlights stabbing at the night. They came to the end of the underpass, scanning the road ahead.

"Where'd that thing go?" one pilot muttered, frustration thick in his voice.

The camera cut to a close-up inside one of the cars on the hauler. Ben peeped his head up, human again, his eyes darting nervously as Kevin lounged next to him. The Omnitrix's glow dimmed on his wrist.

Kevin grinned and pumped his fist. "Yeah!"

In the guild hall, a collective sigh of relief swept through the mages.

"Finally," Lucy muttered, her shoulders sagging. "They actually made it out."

"Good timing for once," Cana said with a grin, raising her mug. "That watch sure picked the perfect moment to change him back."

"Yeah," Gray admitted, exhaling. "If it had timed out mid-flight, that could've ended a lot worse."

Wendy smiled in relief. "At least they're safe… for now."


The sound of police sirens echoed faintly in the distance as Ben and Kevin sprinted into a dim, narrow alley. They stopped, panting heavily, leaning against the walls to catch their breath.

Kevin shot Ben a sideways look, curiosity gleaming in his eyes. "So, that watch lets you be that dragonfly thing whenever you want?"

Ben straightened up, grinning proudly. "And not just that one. It sends out this special energy, so I can turn into ten different aliens!" he declared.

"Oh no, no, no…" Lucy groaned, dragging a hand down her face. "Ben, why would you tell him that?!"

"Kevin is not the right person to trust with that secret," Erza said firmly, arms crossed and eyes narrowed. "It is reckless to reveal so much to someone you barely know."

"Yeah, you're just feeding his curiosity," Gray added, shaking his head. "He's shady as hell."

Ben shrugged with a weary smile. "At that point, the cat was already out of the bag. He'd seen me transform—there wasn't much point hiding it anymore."

Levy's eyes suddenly widened. "Wait… Ben said the Omnitrix sends out energy, right?"

The hall turned to her, intrigued.

Levy's voice grew urgent. "If the Omnitrix is emitting energy… and Kevin can absorb energy… does that mean he could drain it?"

The guild froze at the thought.

"Yikes," Cana muttered, sitting up straighter. "That'd be bad. Real bad."

"That's not just bad," Gray said, his tone grim. "That's terrifying. Kevin with Omnitrix power?"

"Or worse," Erza said darkly. "He might be able to absorb its power into himself."

Even Natsu looked uneasy, his grin fading. "Tch… that'd be a nightmare. Kid like that with a weapon like Ben's? He'd be almost unstoppable."

Kevin's eyes went wide. "Ten?! So the speed guy at the arcade was you?" he asked in amazement.

"Uh-huh," Ben confirmed, nodding proudly.

Kevin broke into a grin. "You're the MAN! Show me what other aliens you can morph into!" he demanded eagerly.

"It's not that simple. It has a mind of its own," Ben explained, holding up his wrist. The Omnitrix's dial glowed faint red.

Kevin's eyes flickered with greedy curiosity. He reached toward it. "Gimme it! Maybe I can make it work."

Ben immediately shook his head, pulling his arm back. "Can't. It's stuck on my wrist…" he said simply.

Kevin paused, then smirked, his voice lowering conspiratorially. "We should be partners! Between the two of us, with our powers? We could do whatever we want, whenever we want! I mean, totally cash in! What do you say? Friends?" He held out his hand.

Ben reached forward. "Friends," he agreed, shaking Kevin's hand.

The guild groaned in unison.

"Ohhh no…" Lucy muttered, facepalming. "This is the last thing Ben should be agreeing to."

"Abusing their powers together?" Erza said sternly, her arms folded. "That is a dangerous path."

"Yeah, but maybe it's not all bad," Cana argued. "If Ben sticks with him, maybe he can rub off on Kevin and steer him toward something less… criminal."

"Not likely," Makarov countered, his expression grim. "Especially when Young Ben's been acting out just as much tonight. If anything, Kevin will drag him down further."

"But Ben did say him and Kevin are tight now." Gray pointed out. "So maybe this is when Kevin started straightening up?"

Yes." Juvia smiled softly. "Though Ben has made questionable choices in this episode, he is still good at heart. If anyone can help Kevin, it's him."

Ben sat quietly, his expression unreadable.


Meanwhile, the Rust Bucket rumbled down the glowing streets of New York City. Gwen sat in the passenger seat, fiddling with the radio to try and fill the tense silence.

Max's knuckles were white on the steering wheel, his jaw tight. His voice finally broke through, low and seething. "Of all the stunts Ben's pulled, this is the worst! When I find him…!" His tone was sharp enough to cut steel, his fury radiating off him in waves.

The guild hall collectively stiffened.

"Yikes…" Cana muttered, raising her mug. "I'd hate to be on the receiving end of that glare."

"Max looks terrifying when he's angry," Gray admitted with a wince. "Scarier than Erza, even."

Even Ben shivered slightly. "Yeah. I'd rather face down Vilgax than that tone."

Gwen sighed, her expression weary as she stared out the window. "I should really be enjoying this… So why aren't I?" she murmured quietly, almost to herself.

Mirajane placed a gentle hand against her cheek, her usual smile tender. "It's because you love your cousin. Even with all the bickering, you can't stop worrying about him."

Wendy nodded quickly. "She can't enjoy herself because Ben's out there, getting into trouble. Deep down, she doesn't want him hurt."


Kevin and Ben vaulted over the ticket checks and entered another underground subway station. The place was eerily empty, only two wide tracks stretching across the floor.

"Check it out!" Kevin said with a grin, before his eyes landed on a light fixture overhead. He jabbed a thumb upward. "Gimme a boost, I need to recharge!"

Ben crouched, lacing his fingers to give Kevin a lift. Kevin grabbed the fixture and grinned as arcs of electricity sparked down into his hand. Fully charged, he hopped back to the ground, energy crackling faintly across his skin.

Then, without hesitation, he darted down onto the empty tracks. His fingers closed around a lever switch, and he shoved power into it. Sparks danced across the metal, and with a loud CLUNK, the rails shifted, redirecting one track to connect with the other.

"Whoa, whoa, whoa—why's he messing with the tracks?!" Levy cried. "That's dangerous!"

Ben frowned. "What are we doing?"

Kevin's grin widened as he gestured at the tracks he had just switched. "A money train loaded with cash comes down this track. So when it crashes into the incoming passenger train? Boom! Instant jackpot! You turn into that XLR8 guy and we're outta here!"

The guild hall erupted in uproar.

"What?!" Lucy shrieked, her face paling. "That would kill hundreds of people!"

"That's not manly at all!" Elfman yelled, slamming a fist into a bench and breaking it.

"That's not just reckless—that's evil!" Erza shouted, slamming a hand on the table. "I can excuse his instability to a point, but this? This is unforgivable!"

Wendy gasped, clutching Ben's arm tightly. "He's… he's really going to hurt innocent people for money?" Her voice trembled with fear and disgust.

Even Cana looked horrified. "That's crossing a line you can't come back from."

Gajeel sat stiffly in his chair, arms crossed. His jaw worked, but he didn't say anything. His crimson eyes were shadowed, memories of Phantom Lord and his own past sins gnawing at him in silence.

Ben's voice was heavy as he muttered, "Yeah… this is where Kevin's instability really showed itself. It stopped being about fun or rebellion. He didn't see lives—just opportunity."

Young Ben's voice cracked with horror. "But hundreds of innocent people will be killed!" he shouted.

Kevin only scoffed, waving him off. "Hey, 'no pain, no gain.'"

The guild's fury intensified.

"That's monstrous!" Erza snapped.

"Ben, your younger self better do something." Gray said, his expression grim.

Juvia spoke up, her tone calm but confident. "Juvia believes in Ben. He has made mistakes, yes, but at his heart he is good. He will not allow this."

Wendy nodded vigorously, her little fists clenched. "She's right! Even if Ben made bad choices here… he's still a hero inside. He won't let Kevin do this."

The bluenettes' faith was proven correct as Young Ben's eyes hardened. "You can't do this!"

Kevin shrugged. "Sure we can! I just switched the tracks!" he said simply, not grasping Ben's true meaning.

Ben stepped closer, his small fists clenched, his voice unwavering. "I mean I'm not gonna let you do this."

Many in the guild cheered.

"Atta boy!" Natsu shouted, punching the air. "Stand your ground, Ben!"

Wendy smiled with relief, her eyes sparkling. "He's finally acting like himself again!"

Kevin's cocky grin faltered. His eyes darkened as he stepped forward. "We shook… We're partners," he reminded, his tone sharp.

"Not anymore!" Lucy snapped, pointing at the screen. "That partnership is finished."

"Time to put him in his place," Erza declared firmly, her eyes gleaming with resolve.

Ben's face hardened, his frustration spilling out. "No, this is going way too far!" he snapped back.

Kevin's teeth bared in a sneer. "Then try and stop me, 'watch boy'!" he challenged.

Ben's expression shifted, his voice trembling at first before solidifying with clarity. "You don't care about anyone else but yourself."

Kevin's eyes narrowed, his voice full of menace. "You talkin' about me?!"

Ben clenched his fists tighter, his voice rising as the truth broke free. "No, I'm talking about me!"

Lucy sighed in relief. "He's finally understanding how he's been acting."

"That's a big step," Makarov said. "The brat's grown more in a minute than most people do in years."

"Aye!" Happy cheered. "Now he can stop Kevin for real!"

Ben charged toward Kevin, but the Osmosian caught him easily and flung him to the ground like he weighed nothing.

"He can't fight him like that," Gray muttered, grimacing. "Not as a human."

"Now's the time for you to go alien, Ben." Natsu said eagerly.

Ben's expression was heavy. "I didn't want to at first. Still thought of Kevin as a friend, even when he went too far. But once it was clear he wasn't going to listen… I had to get serious."

Ben pushed himself up, jaw set. Kevin's fingers danced with electricity. "Ohohoho, you do not want to make me mad!" he warned, smirking viciously.

Ben's reply was quick. "Me neither! I'm switching the track back!" He activated the Omnitrix. "Time to go — Four Arms!" he declared, slamming the core down.

The green light seized him, the familiar convulsions of transformation rippling through his body—only when the glow cleared he wasn't looking at four massive arms. He was looking at flame.

Flame leaking off his fingertips. Heat searing his skin. He stared at his own flaming rocky self in disbelief. "Ugh, stupid watch," Heatblast grumbled.

"Hey, Heatblast's still a solid pick!" Natsu grinned.

"Any offensive form would've worked," Gray added, arms crossed. "Though… not Grey Matter or Ripjaws."

Kevin grinned and walked towards him. Heatblast extended a single flaming head. "Move back!" He warned.

Kevin was amused rather than intimidated. "Or what? You gonna burn my dinner?"

"Where's he getting all that confidence from?" Gray asked. "He's facing a guy made of literal fire and could whip them floor with him."

"Could be the kid's just trying to bluff." Elfman suggested.

Heatblast's eyes narrowed. "Fight me—you're the one who's gonna be burned!" he barked.

Kevin's eyes darted to the side, landing on a hulking generator beside the track switch. Without hesitation, he bolted, shoving his hands against the machine's metal casing.

With a loud BZRRRZT, arcs of electricity surged from the generator into Kevin's body. His frame vibrated as he absorbed every bit of power, the lights overhead flickering violently before bursting into sparks. Glass rained down, shattering across the floor.

The entire subway station plunged into darkness—save for the orange glow radiating from Heatblast's burning body.

"That's… actually clever," Erza admitted reluctantly. "By cutting all light sources, Kevin forces the fight into his own terms. He can hide in the shadows while Ben literally can't stop glowing."

"Not clever," Elfman growled, fists clenched. "That's cowardly. If you're strong, you face your opponent head-on. You don't slink around in the dark."

"Still," Mira said, "it is an effective strategy. It proves Kevin is dangerous not just for his power, but for how he applies it."

On screen, Heatblast turned toward the generator, flames pulsing higher to light the area—only to find it empty.

But Kevin was already behind him. The Osmosian launched forward and pounced onto Heatblast's back. The Pyronite staggered and flailed.

Kevin's right hand slapped against his shoulder, and instantly a sickening glow sparked across Kevin's arm. Arcs of alien fire-energy channeled through his skin, crawling up his veins like liquid magma. His eyes went wide as he screamed, body convulsing.

With a violent THRUM, he was flung backward, soaring through the air before crashing hard against the concrete floor. Heatblast cautiously stepped forward, his flaming hand raised.

Then, without warning, Kevin's arm shot forward and unleashed a jet of fire—causing an explosion that sent Heatblast careening back.

Heatblast pushed himself up—only to freeze when his glowing eyes fell on Kevin.

The guild gasped in unison.

Kevin's body was warped. The entire right side of his torso and his whole head had transformed into rocky, magma-like Pyronite skin. Flames licked out from cracks in his new skin, his features twisted with unstable energy.

"Wha—he took Heatblast's powers?!" Lucy shouted, springing to her feet. "That's—that's not possible, is it?!"

"He's stealing them…" Levy whispered. "He's absorbing the alien DNA straight from the Omnitrix!"

The guild's chatter rose in fearful tones, but none louder than Mirajane's sharp intake of breath. She clutched her chest, her eyes wide. "That—! That looks just like Take-Over magic… when you forcefully take something that isn't yours and make it part of you."

Elfman's jaw tightened, his fists trembling.

Gray scowled. "This makes him even more dangerous."

"Sike! I absorb energy, remember?" Kevin mocked, flames flickering in his hand.

Heatblast returned to his feet. "You don't have to do this!" he pleaded, charging forward.

Kevin sidestepped smoothly and thrust his arm out. A torrent of fire blasted Heatblast in the back, slamming him forward and sending him sprawling to his knees across the track rails.

Kevin's voice rose, cracking with unstable energy and manic pride. "It's time I got what's coming to me. Nobody's calling me 'freak' anymore!"

Many mages erupted in outrage.

"That's not strength," Erza snapped. "That's madness."

"You're not proving them wrong!" Lucy yelled. "You're just proving their point!"

Gajeel finally spoke, his voice low and rough, the weight of memory in his tone. "He thinks he's showing them up… but all he's doing is becoming the freak they called him." He leaned back, arms crossed, guilt shadowing his features.

Wendy hugged Ben's arm tighter, her small voice trembling. "Why can't Kevin see that hurting people will only make things worse for him?"

Ben glanced down at her, her wide blue eyes filled with worry. He gently shifted his arm, wrapping it around Wendy's shoulders in return.

"Hey," he said softly, giving her a reassuring squeeze. "You've got a good heart, Wendy. You see the pain Kevin's causing himself—and the people around him. But the truth is… he's not really thinking straight anymore. What Kevin's doing to himself every time he absorbs energy. It's too much, and it's tearing his mind apart."

Wendy pressed her lips together. "That's… really sad," she whispered.

"It is," Ben agreed quietly. His tone carried a mix of regret and determination. "But that's why it was important for me to fight him. Not just to stop him from hurting others, but to keep him from completely losing himself."

Wendy nodded, nestling a little closer against his side. "I know you will."

Carla, despite herself, allowed a small smile. For all her lingering reservations about the Fairy Tail guild, she had no doubts about Ben. He truly cared for Wendy, and it was clear he would do everything in his power to protect her. It was… comforting, knowing someone else wanted the very best for Wendy too.

On screen, Heatblast's head jerked to the left as the blare of a train horn echoed through the subway. A passenger train barreled toward them, sparks flying off the rails from its speed.

Then—another horn. Heatblast's glowing eyes widened as he turned right. A cargo train thundered toward the same track, metal screeching as it closed in fast.

Kevin smirked, fire dancing across his twisted Pyronite skin. "Payday."

The guild hall erupted, many simultaneously yelling, "NOOO!"

"NOOO!" Lucy cried, springing to her feet. "They'll crash right into each other!"

"C'mon Little Ben, do something!" Natsu shouted at the screen.

Heatblast gasped, panic flashing across his face before instinct kicked in. He spun and blasted a torrent of searing flame at the track switch, molten sparks spraying as the metal warped and hissed. With a sharp snap, the lever fried, short-circuiting back to its original position.

The passenger train shuddered onto the safe line, narrowly avoiding the oncoming cargo train. Both roared past each other, harmless, as the ground shook with their passing.

The guild let out a collective sigh of relief, the tension bleeding from the air.

"Oh thank goodness…" Wendy whispered, pressing her hands to her chest.

Cana downed the rest of her drink and slumped in her seat. "That was way too close."

Juvia smiled softly, her hands clasped. "See? Even when Ben's angry, even when he feels lost, his heart's still in the right place."

The cargo train thundered forward, its horn blaring, metal shrieking as it bore down on the kneeling Pyronite. The conductor in the cab braced himself, his face pale as the massive engine closed the distance.

But Heatblast suddenly formed a tornado of flame, wrapping around him in a blazing shield. The train charged through the inferno—yet when it emerged on the other side, Heatblast was gone.

The guild exhaled as one.

Lucy clutched her chest, sighing. "Thank goodness… I really thought the train hit him."

Kevin stood in the now-empty station, looking around in confusion. "Forget the money! Time to get some priceless revenge!" he declared.

The guild's relief quickly turned to dread.

"Revenge…?" Wendy whispered. "But why?"

"He's snapped, squirt," Gajeel said grimly. "Ben's not a partner to him anymore—he's a threat. And Kevin's not gonna stop until he crushes him."

"Which makes him even more dangerous," Erza warned. "He has power he doesn't understand, driven by anger instead of reason."


The cargo train thundered down the dark subway tunnels. Clinging desperately to the roof, Heatblast lay flat against the metal, one hand gripping the edge of a car. But the constant vibration of the train worked against him—his grip slipped, and he tumbled back, skidding across the roof of the car behind him.

The guild gasped.

"Ben, hang on!" Wendy cried.

Heatblast's fiery eyes widened as he nearly slid off the edge, his legs kicking for purchase. But at the last second, he thrust his flaming palm down into the roof. The metal sizzled, glowing red as it softened, and his hand melted right through, gripping firmly from the inside.

The train roared onward, but Heatblast held fast.

"Now that's how you make a handhold! Burn your own anchor point!" Natsu praised.

"Aye, sir!" Happy agreed. "Though you'd never be able to do it, Natsu—you'd be too busy puking on top of the train!"

"S-Shut it!" Natsu shouted, though his cheeks flushed red, proving Happy's point.


Inside the Rust Bucket, Max and Gwen listened to the radio, hoping for any clue to Ben's whereabouts. "—And expect delays on the uptown subway lines near 51st Street. There have been reports of fires breaking out all over the tunnels," the announcer said matter-of-factly.

Gwen's eyes went wide. "Grandpa…?"

Max's jaw tightened. "I know." Without hesitation, he whipped the RV around, tires screeching as he floored it toward the subway lines.

The guild stirred with a collective murmur.

"Finally," Lucy sighed in relief. "Ben's going to get some backup. He can't fight Kevin alone forever."


The scene shifted back to Heatblast still clinging onto the train car's roof. But then, the steady beep-beep-beep of the Omnitrix echoed faintly, its dial flashing a warning red.

The guild erupted instantly.

"OH, COME ON!" nearly everyone in the hall groaned at once, voices overlapping.

Heatblast looked down at the dial. "Oh man! I hate that sound!" he lamented, the flames around him sputtering out as the glow overtook him. In a flash of green light, his body shrank, the fire died, and suddenly he was just Ben again—clinging desperately to the handhold Heatblast had made.

The Pyronite's strength gone, his hands trembled as he held to the edge with all the grip his ten-year-old body could muster. The train rattled violently, bursting out of the tunnel and onto elevated subway lines above the city streets.

"Come on, hold on…!" he gasped through gritted teeth, his voice shaking as he tried to will his hands not to slip.

The guild tensed, many clutching their seats.

"Damn that timing," Gray muttered. "Worst moment possible for a time-out."

But then, a loud HOOONK blared beside him. Ben flinched and turned his head—eyes widening at the sight.

The Rust Bucket barreled down the road below, swerving recklessly through traffic to keep pace with the train. Max flipped a switch on the dash, and with a heavy WHUMP, a side-mounted rolling tarp unfurled outward from the RV, extending just far enough to line up with Ben.

"Jumping onto that?!" Lucy shrieked. "From a moving train?!"

"That doesn't sound safe at all," Wendy muttered.

But Cana raised a brow, sipping from her mug. "Please. Half of us have done worse on missions. Besides, kid doesn't have much choice."

"She's not wrong," Erza admitted, though her stern tone remained. "But still—this is beyond dangerous. If he misses…"

Max's sharp eyes caught a glimpse ahead—and his face darkened.

There, looming over the track, was a road sign, sticking out at just the wrong height.

Several mages groaned.

"You've gotta be kidding me!" Droy shouted.

"Talk about rotten luck," Jet added, shaking his head.

Max yanked the wheel, swerving the Rust Bucket to the other side of the road. The tarp was now closer to Ben, directly beneath his path. He honked the horn again, over and over, hoping that Ben would noticed and understand the plan.

Ben looked up and his eyes went wide when he saw the road sign fast approaching.

"Ooh, that's gonna hurt!" he grimaced.

The guild held their breath.

At the last possible second, Ben pushed off the train with every ounce of strength. His small frame soared through the air, the world spinning—before he crashed down onto the tarp, bouncing hard but caught safely.

"Nice catch, Grandpa!" Gwen cheered, relief washing over her face.

The guild let out a collective exhale, shoulders dropping as the danger passed.

"Oh, thank goodness…" Wendy sighed, tears of relief in her eyes.

"Nice timing, old man," Gajeel muttered, hiding his smirk.

But Erza folded her arms, her gaze sharp. "Ben may be safe for the moment… but that conversation between him and Max is going to be quite interesting."


Inside the parked Rust Bucket, tension hung thick in the air as Max was scolding Ben.

"Are you ever planning on listening to me? None of this would have happened if you just obeyed me from the beginning! It's all about trust!" the older Tennyson said sternly, his eyes locked onto his grandson.

"Then trust me that Kevin's probably misusing Heatblast's power right now!" Ben shot back, his voice desperate.

The guild murmured uneasily.

"Well…" Cana raised a brow. "Based on how Ben's been acting tonight, Max kinda has a point. Kid's been lying, sneaking, stealing, fighting with his family—trust isn't really on his side."

"While that may be true, this isn't about past mistakes," Erza countered firmly. "This is about the present danger. Kevin is out there with alien power, and only Ben truly understands what that means. Max has to trust him, whether he feels like it or not."

Gwen jumped in. "Grandpa, Ben's right. There's no telling what he could do now!" she agreed, siding with her cousin.

Max's stern gaze flicked between the two children. "Okay… so where is he?" he asked, still skeptical but willing to listen.

Ben froze for a moment, brows furrowing as his mind raced. Then his eyes lit up, memory striking him like a spark.

"…I think I know!" he said, resolve in his voice.


The camera panned to the underside of the 39th Street bridge. Flames suddenly burst outward from the thugs' hideout, the fire illuminating the graffiti-stained concrete and rusted steel supports.

The guild reacted with surprise.

"Ahh," Lucy gasped, pointing. "So Kevin wasn't even looking for Ben. He went straight for those hooligans from earlier!"

"But… why?" Wendy asked in confusion. "Didn't Ben already take care of them? Why would Kevin go back?"

"'Cause they called him a freak," Gajeel answered gruffly. His crimson eyes darkened as he stared at the screen. "That ain't something a guy like him just shrugs off. I'd know. Used to think the same way—every insult had to be paid back double. Doesn't matter if it made things worse. You just wanted people to fear you."

Levy glanced at him softly, her expression tinged with sadness at his admission, but said nothing.

On screen, the strong-armed thug stumbled back, his eyes wide with fear as Kevin's half-mutated form loomed over him.

"Uhh! Kevin! We can work this out!" the thug pleaded desperately.

Kevin raised his burning arm high, the fire hissing and roaring louder, his face twisted into a cruel smirk.

"I don't think so."

The guild stirred with unease and outrage.

"He's lost it," Gray said flatly. "Now that he has the power, he thinks it's a free pass to do whatever he wants."

Macao frowned heavily. "Fire like that without control… it's only a matter of time before someone gets seriously hurt—or worse."


The Rust Bucket crawled forward in a sea of traffic, horns blaring from every direction. Max gritted his teeth, one hand slamming against the steering wheel.

"Move it!" the elderly Tennyson barked, leaning on the horn again and again, frustration etched across his face.

Ben, already fiddling with the Omnitrix, shot a look at his grandfather. "Going Stinkfly! See you at the 39th Street bridge!" With that, he smacked the dial down.

The green flash filled the Rust Bucket—only for the light to fade, revealing not a Lepidopteran but a massive, red-skinned Tetramand painfully curled up inside the cramped RV.

"Great. NOW I turn into Four Arms!" he groaned, his deep voice dripping with sarcasm as he tried to untangle his limbs.

Lucy slapped a palm to her forehead. "Does this Omnitrix have it out for him?!"

Cana snorted into her mug. "At this point, it's like the watch holds a grudge."

Levy scratched her head. "The randomness is both fascinating and frustrating… it's powerful, but unreliable."

Erza, however, kept her arms folded. "Still, Four Arms is one of Ben's strongest forms. Against Kevin, this might be the edge he needs."

"Or a disaster waiting to happen," Gray countered grimly. "If Kevin absorbs that power too, they're all screwed."

"True," Erza admitted with a solemn nod, "but Ben doesn't exactly have the luxury of choice right now."

Four Arms shoved and twisted, finally forcing his massive body out the side door of the RV. Cars honked and drivers yelled as the giant alien landed heavily on the pavement, the ground shuddering beneath him.

With no hesitation, Four Arms crouched and leapt, his massive form soaring onto the roof of a nearby car. The vehicle groaned and its alarm blared as he bounded forward, jumping from one car roof to the next like stepping stones, quickly leaving the Rust Bucket behind in the gridlock.

Natsu laughed. "Well that's one way to get around!"

"So manly!" Elfman pumped a fist.


The camera focused on the thug hideout. All four of the punks from earlier now lay pinned under a large pipe, their eyes wide with terror. Kevin stood in front of them, his stance casual, arms crossed over his chest as if their suffering was entertainment.

"Hah! So much for your gang!" the Osmosian hybrid taunted, his voice dripping with mockery.

But suddenly, the flames sputtering across the mutated half of his body fizzled out. The rocky Pyronite plating that had overtaken his skin cracked and flaked away, crumbling to the ground in fragments. In moments, he was just Kevin again—human.

"Huh? What's going on?" Kevin muttered, staring down at his hands in confusion.

The guild leaned forward in surprise.

"Wait—did his power just… run out?" Lucy asked, blinking.

"That's odd," Levy muttered, tapping her chin. "Almost like the absorption was only temporary…"

Ben nodded. "At this point, that's exactly what it was. When Kevin absorbed something, it only lasted for a while before fading."

That wording made several tense.

"'At this point'?" Cana repeated. "What do you mean 'at this point'? Are you saying it changes later?"

"…Yeah. But you'll see what I mean."

On screen, a heavy THUD shook the ground as Four Arms landed behind Kevin, his massive form towering over him. His deep voice rumbled.

"Your power's gone!" the Tetramand told him.

Kevin turned, glaring, then smirked darkly.

"Looks like you're about to give me some more, Ben!" he declared.

"No way," Natsu snapped. "Ben's not gonna let him take another alien's power."

Ben sweat-dropped. Right… About that.

"He'd better not," Erza agreed firmly. "If Kevin absorbs Four Arms's power, this fight will become a nightmare."

"No!" Four Arms refused.

Kevin's grin twisted.

"You don't have a choice!" Sparks of electricity began to crawl up his arms, lighting his hands with violent power. He took a step toward the trapped thugs, their terrified faces illuminated by the glow.

"I still got enough juice to fry these guys!" he threatened.

"That's crossing the line!" Natsu shouted.

"Those kids may be punks, but they don't deserve death," Erza growled, her voice sharp with fury.

Wendy covered her mouth, horrified. "He's using them as hostages!"

Even Gajeel's scowl deepened, his voice low. "Pathetic move." He then lowered his head. Course I ain't got no room to talk…

Four Arms charged in and grabbed Kevin, jerking him away from the thugs just as lightning fired from his hands.

Many exhaled loudly, tension breaking for a heartbeat.

"Thank goodness!" Wendy sighed, her shoulders relaxing.

"Nice save," Gray muttered, relief flickering across his face.

But almost immediately, worry returned to their eyes.

"Wait…" Levy murmured, clutching her pen. "If Kevin's in contact with him like that—"

"He can absorb him," Erza finished sharply, eyes narrowing. "Ben's in danger."

Sure enough, Kevin's lips twisted into a knowing grin. His eyes gleamed with malice as he pressed both palms against the thick red arms holding him. Kevin laughed maniacally as energy surged from Four Arms into Kevin's body, crackling with green sparks.

Then, with a sickening crack, a third arm sprouted grotesquely out of him, punching Four Arms and sending him flying back.

Kevin's laughter grew darker, more unhinged, as his skin turned a sinister shade of red. His face twisted, his left eye splitting unnaturally into two yellow eyes.

Four Arms was stunned.

The guild recoiled, unsettled.

"He—he actually took Four Arms' power…" Lucy whispered, her hands clamped over her mouth.

"It's worse than before," Gray said grimly.

Mirajane's eyes widened, her hand covering her lips. "That… looks just like an incomplete Take-Over."

Elfman scowled, fists trembling. "That ain't manly at all."

Kevin lunged forward, his body twisting grotesquely as yet another pair of arms sprouted from his sides. With six limbs now, he swung with crushing force, punching Four Arms so hard the Tetramand was sent flying backward.

The guild erupted in shock.

"WHAT?!" Lucy shouted, throwing her hands in the air. "How the heck can he just grow more arms?!"

"Totally unfair!" Natsu complained.

"For real. That's cheating," Gray muttered, scowling. "Ben's already got enough trouble with four arms, and now this freak has six?"

Kevin's laughter rumbled deeper than before, distorted by his warped form. "Hahahaha, this is gonna be REAL fun!" he roared, his new voice reverberating through the tunnel.

Four Arms pushed himself up, his yellow eyes narrowing as he squared his stance. "TELL me about it!" he shot back, the two giants slamming their fists together in a bone-shaking clash.

"I'm taking ALL your alien powers!" Kevin declared.

Levy tapped her chin, brow furrowed. "But how? It looks like he can only drain the alien Ben is currently transformed into. Otherwise, he'd have Heatblast's powers on top of this."

"That's… a relief, if true," Erza said slowly, though her tone was still tense. "Imagine Kevin wielding all of Ben's aliens at once—that would be a nightmare."

"Yeah," Cana added, leaning back with her mug. "If he could do that, we'd be talking serious trouble."

But Ben grimaced, his shoulders stiffening.

Four Arms twisted his massive body and slammed Kevin hard into the concrete wall. Dust and cracks spidered outward from the impact.

But Kevin was quick to retaliate—his six arms snapping forward as he seized Four Arms, hurling him across the hideout and slamming him into another wall with bone-rattling force.

Kevin pressed the attack relentlessly. His giant upper right arm swung down like a hammer, smashing into Four Arms' face. Before the Tetramand could recover, Kevin grabbed him again, lifted him high above his head, and brought him crashing down stomach-first across his raised knee. Four Arms gasped in pain before Kevin drove another punch, sending him hurtling back into the wall once more.

The guild grimaced at the ongoing brawl.

"Ben's holding back," Lucy whispered worriedly. "He's not trying to hurt Kevin more than he has to…"

"But Kevin doesn't care," Gray muttered darkly, his eyes narrowing. "Every hit is meant to break him."

Gajeel's frown deepened, his arms crossed as he watched in silence. This is exactly how I fought when I was with Phantom Lord. No restraint. Just punishment. … And I hate seeing it.

Elfman narrowed his gaze, crossing his large arms. "Kevin's attacks are powerful but sloppy. He's relying TOO much on brute force. If Ben can fight a little smarter, he can still win."

Erza and Mirajane both nodded with Elfman's assessment.

The Rust Bucket skidded to a stop on the bridge above. Four Arms was knocked back again, but this time he caught Kevin's upper arms with his own, locking them in a grapple. With a grunt of effort, he drove both his lower fists into Kevin's stomach, knocking him back.

Meanwhile, Max and Gwen had already jumped out of the RV. Together, they strained against the heavy pipe pinning the four thugs. With a final push, they lifted it enough for the boys to scramble out.

"Moving day. Get out!" Max barked, his tone leaving no room for argument.

Kevin roared in fury, seizing the moment to throw Four Arms back into yet another wall. Then, with a burst of savage speed, he launched himself forward, spearing into the Tetramand's midsection with a move straight out of professional wrestling. The impact echoed through the hideout, stone and dust flying.

The guild's tension spiked.

"This fight's getting way too brutal," Cana muttered. "Ben can't keep this up much longer."

"The Omnitrix is gonna time out soon," Levy said nervously. "If that happens while Kevin's still like this…"

Erza's jaw tightened. "He must find a way to end this quickly. Otherwise, the consequences will be dire."

Four Arms' massive body trembled as he struggled to hold Kevin's six fists at bay. The air was filled with the sharp, dreaded beeping of the Omnitrix.

"No… not now…!" Wendy cried.

Several guild members gasped in unison.

"NO! Not the timer!" Lucy cried, almost hiding behind Natsu.

"Talk about the worst timing ever," Gray muttered, though even he looked tense.

Four Arms' eyes widened in panic. "No!" the Tetramand bellowed, the beeping echoing like a countdown to disaster.

But then, with a surge of raw willpower, Four Arms lashed out, driving his massive leg into Kevin's chest and kicking him back with thunderous force. The mutated Tetramand stumbled. He tried to steady himself, but the opening was already there.

The true Tetramand lunged forward with unstoppable momentum. His lower left arm smashed into Kevin's face, snapping his head sideways. His upper left followed immediately, slamming into the opposite side. Kevin reeled, dazed.

The rhythm intensified—his right arms struck next, a brutal double combo that left Kevin staggering.

And then, Four Arms roared, pouring every ounce of adrenaline, fury, and determination into one final blow. His upper-left fist arced high before crashing down in a haymaker that connected with devastating force.

Kevin's body flew like a ragdoll, bouncing harshly across the ground before smashing through one of the bridge's stone columns. The crumbling structure collapsed around him, burying him under rubble as he slammed into another pillar with a bone-shaking impact.

For a moment, silence.

Then the guild erupted.

"YESSSS!" Natsu whooped, fists pumping in the air. "That's how you do it!"

"Unbelievable…" Levy whispered, awe in her voice. "He pulled through… just by sheer willpower."

"Like us," Erza said softly, her lips curling into the faintest proud smile. "The mark of a true warrior."

"Ha! I knew the kid had it in him!" Gajeel barked, smirking, though his arms remained crossed as if to hide the respect in his tone.

Juvia clasped her hands together, relief washing over her. "Ben, darling… that was incredible."

Wendy's eyes shone with admiration. "He didn't give up… even when it looked hopeless."

Cheers, whistles, and relieved laughter filled the guild hall. They had seen Young Ben be bratty, reckless, even selfish. But now they saw what lay at his core: courage, will, and the heart of someone who refused to quit when others were in danger.

Kevin groaned, weakly shoving debris off his chest until his scarred face peeked out from under the rubble. He looked up at Four Arms, beaten and drained, his bravado finally gone.

"Come on! I—I give, I give! I'm sorry!" he stammered, desperation in his voice. "Please, just… lighten up."

The Omnitrix timed out, light flashing as Four Arms shrank back into Ben, who stood over him, tired but steady. Ben gave a half-smile.

"I just did—by about 300 pounds."

A ripple of chuckles passed through the guild hall.

Kevin coughed, lowering his gaze. "…I guess I went too wild with power. I don't have anyone else like you to help me." For the first time, his tone wasn't mocking, arrogant, or angry. He actually sounded remorseful.

"We can still be partners. We'd just be kicking butts for good, instead of for ourselves! You could hang with us." He motioned toward Max and Gwen.

The Fairy Tail guild froze, stunned.

"WHAT?!" Gray blurted. "After everything he just pulled?!"

Levy frowned. "Ben… that's really generous of you, but… isn't it a little dangerous?"

"More like naïve," Erza said firmly, though not without a hint of respect. "Still, his compassion is admirable."

"I mean," Bisca spoke up, turning to the redhead, "I wouldn't be here if you hadn't given me a second chance."

Erza smiled softly, recalling the memory. "Yes, that is true." She relented.

Juvia pressed her hands to her chest, sighing happily. "Even after all that, he's willing to give Kevin a second chance… that's so like my love."

All eyes turned to Ben. He shifted uncomfortably in his seat, scratching the back of his neck. "Look… I know it sounds crazy. But that's what heroes do. Kevin didn't just need punishment—he needed help. The way his powers were messing with his mind… I figured maybe if someone stuck around, maybe if someone cared, he wouldn't spiral worse."

The hall went quiet. Even Erza's sharp expression softened.

Makarov nodded sagely, a gentle smile forming under his mustache. "Wise words. Mercy and guidance are sometimes the greatest weapons a hero can wield."

Gajeel clenched his fists tight, eyes shadowed. "Tch… Take the offer, Kevin," he muttered under his breath, more to himself than anyone else. "You'll never get a better deal." His voice was rough, heavy with memory—Makarov's hand on his shoulder after Phantom Lord's defeat, the second chance that had saved him from himself.

Wendy looked between Ben and Kevin on-screen, hope shining in her eyes. "Maybe… maybe he'll say yes."

"…W-What's in it for me?" Kevin asked.

"Still only thinking about himself?!" Lucy blurted, incredulous.

Erza's brow furrowed. "Even when the kid's offered redemption, he's till seeking reward."

But Gajeel interjected, voice gruff. "Tch. Don't expect someone to flip sides that quick. Takes time. Trust me."

Natsu smirked. "Yeah? Like you?"

The Iron Dragon Slayer shot him a venomous glare. "Watch it, Salamander," he growled.

On-screen, Ben held out his hand. "For starters, people will like you!" he said earnestly, genuinely trying.

Kevin stared at it—then suddenly grabbed Ben's arm and yanked him up by it, his fingers pinching toward the Omnitrix.

"NOOO!" the guild cried out as one, voices echoing through the hall.

Wendy gasped, clutching at Ben's sleeve like she could stop what was happening. Cana actually dropped her mug. Gray slammed a hand on the table. "That snake! He tricked him!"

Natsu's fists ignited with fire. "He GAVE you a chance, and this is what you do?! I'll roast you myself, freak!"

Ben let out a long breath. "Yeah… I shouldn't have let my guard down. If I'd just waited until his power burned out, maybe it wouldn't have gotten that far." His voice was regretful but steady, like he'd had to process this lesson a long time ago.

Gajeel only sighed heavily, shaking his head and looking away. "…Figures. I wanted to believe he'd take it. But I ain't shocked he didn't."

"Ben!" Max cried out, surging forward with surprising speed for his age. His fist connected with Kevin's back in a desperate bid to free his grandson—only to be swatted aside like an insect, the old man stumbling hard.

The guild collectively tensed.

"GRANDPA MAX!" Wendy squeaked, covering her mouth in fright.

Kevin sneered, pressing harder against Ben's wrist. "Hoho, man, you are so dim!" he mocked, slipping into a sing-song cutesy tone. "Your mommy drop you on your head when you were a little baby? Now gimme that watch!"

"HOW DARE HE?!" Juvia exploded, slamming both hands on the table, her usual soft demeanor gone. "Ben offered him friendship, and THIS is how he repays it?! He's scum!"

Many wizards nearby gulped at the sight of the former Element 4's fury. She was not someone to be scorned, that's for sure.

Ben struggled against the mutant Tetramand, teeth clenched. "You're the one who's dim—I told you, I can't!" he snapped.

Kevin's grin widened as he dug his fingers against the Omnitrix. But then—

Vwoooom!

The watch erupted in a brilliant surge of green light, pulsing out in a concussive wave. Energy crackled violently between them, hurling Ben across the bridge and into Max's arms, while Kevin was blasted backward, smashing into the far side of the bridge. Stone and concrete collapsed down on top of him, burying him in rubble as the Tennysons scrambled to safety.

The guild blinked, stunned.

"What… what was that?!" Cana asked, blinking through the flash of green still burned into her eyes.

"Looked like the Omnitrix protected him," Levy reasoned quickly, brows furrowing in thought.

Ben nodded, raising his arm to show the Omnitrix. "Exactly. It's an energy feedback protocol—built in to stop anyone from ripping the Omnitrix off me. Even the new one I use now has that feature."

"Impressive…" Erza admitted with a slow nod. "The creator of such a device thought of contingencies most of us would overlook."

Ben chuckled, though it carried a cryptic edge. "You have no idea."

Macao whistled low. "Smart. Without that, Kevin might've actually pulled it off."

From beneath the rubble, Kevin staggered upright, his mutated form collapsing back into his human self. His eyes widened in horror as he stared down at his trembling hands.

"Noooo!" he cried out, voice cracking with despair. Without another word, he turned and bolted into the shadows, his footsteps fading until only silence remained.

For the final time, the guild let out a collective sigh of relief. Shoulders slumped, mugs were set down, and a few even wiped at their brows.

"Finally…" Cana muttered, taking a long drink. "I was starting to think the kid would never quit."

But Natsu wasn't ready to calm down. His fists ignited as he slammed one into his open palm, fury still burning in his eyes. "Unbelievable! He was THIS close to being part of the team—and he spit on it! If I were there, I'd have torched him myself!"

Gray rolled his eyes. "You say that about everybody."

"'Cause it's true!" Natsu barked back, steam practically pouring out of his ears.

Even Erza, however, did not scold him. Her stern expression softened into something grim, her voice quieter than usual. "It's a hard lesson," she admitted. "Mercy can be exploited. But…" Her gaze shifted toward Ben, eyes steady. "I still commend you, Ben. You tried to give him a path forward when no one else would. That says much about your heart."

Ben gave a small, humble smile, though his eyes betrayed the weight of memory. "…Thanks."


The screen shifted to morning light as the Rust Bucket rumbled down the road, leaving the towering skyline of New York City behind. Inside, Ben was sitting at the side table while Gwen was in the passenger seat.

"I'm sorry, Grandpa. For everything." Ben apologized.

The guild softened almost instantly.

Lucy smiled faintly. "That's good. At least he admitted he was wrong."

"Good," Erza said with a firm nod. "Acknowledging mistakes is the first step to growth."

Even Gajeel grunted approvingly. "'Bout damn time, kid."

Max kept his eyes on the road, his expression stern but not unkind. "I know you are. You're my grandson, and nothing will ever change that. But my trust… is something you'll have to earn back."

Ben lowered his head, guilt pressing into his features. Gwen, slumped in the passenger seat, wore the same regret, her usual sass replaced with quiet contemplation.

The guild sat in silence too, the scene pulling on their hearts.

"That's sad," Levy whispered.

"But it is real," Makarov stated. "Once trust is broken, it can't be mended overnight—even with family. Max is making sure Young Ben learns the weight of it."

Ben exhaled through his nose, giving a small nod. "It was a tough lesson. But one I needed pounded into my thick skull."

"Harsh though," Natsu muttered, scratching his head.

"Not harsh," Erza corrected firmly. "Fair."


The screen darkened, shifting into the silence of abandoned subway tunnels. Kevin sat slouched against the cold wall, shadows wrapping around him like a cloak. His lips curled into a twisted grin as his right hand ignited, fire roaring to life across his palm.

"Oh, if they thought I was a freak before? Just wait!" he snarled, his laughter echoing down the empty tunnels, reverberating into the dark.

The guild hall froze.

"NO WAY…" Jet whispered, eyes wide. "He can still use the powers?!"

Levy's hands flew to her mouth. "It must've been the Omnitrix's feedback—it imprinted the alien DNA into him…"

"That's insane," Gray muttered, shaking his head. "Ben's powers in the hands of a loose cannon like him? That's a disaster waiting to happen."

Macao rubbed his forehead. "The kid doesn't even need to touch the watch anymore? Then what's stopping him from copying all of Ben's aliens eventually?"

Wendy pressed closer to Ben, worry written all over her face. "Ben… what's going to happen to him now?"

Ben's jaw tightened, his eyes shadowed. "Kevin's story… Well, let's just say it's going to get worse before it gets better for him. In time, you'll see what I mean."


The screen faded to black, the echo of Kevin's laughter lingering in the guild hall like an unwelcome chill. A heartbeat later, the runes shimmered back to life above the monitors, glowing bright for all to see:

"INTERMISSION — 15 minutes until the next episode begins."

The room let out a collective breath, the tension breaking but not disappearing.

Natsu was the first to blurt out, fists clenched tight. "That sewer-mouth kid—gah, I can't stand him! Ben actually tried to be nice, and he still stabbed him in the back! Just wait till I get my hands on him!"

"You can't Natsu." Happy reminded him. "This is Ben's past, remember? We can't change anything."

Natsu growled, irritated. "So frustrating! I just wanna beat him up but I can't!"

Gray crossed his arms, nodding grimly. "Yeah, Kevin was brutal. And Ben, well…" He glanced over at the eighteen-year-old Ben. "…you made mistakes, but honestly, we all have. You've already owned up to them."

"Exactly," Mirajane chimed in warmly, her usual smile returning. "You've clearly learned your lesson. No need for us to harp on you when most of us can't claim spotless pasts ourselves."

"Juvia certainly cannot," the rain woman admitted. "She is only here thanks to the mercy Ben showed her. Juvia is forever grateful." She smiled at Ben, bringing a hearty blush to his face.

"I…I did what any hero would do." He tried to play off.

Wendy hugged Ben's arm tightly. "Ben's already proven he's not like that anymore. That's enough for me."

Ben smiled softly. "Thanks Wendy."

"But how could Kevin possibly become your friend after this?" Lucy asked, incredulous. "He tried to kill you! He tried to kill hundreds of people for money! He nearly stole your watch!"

Macao raised a brow. "Seriously. If that guy showed up in Fiore, we'd throw him straight into dungeon."

"If he didn't get taken out first," Wakaba added.

Even Erza, who had stayed calm through much of the talk, looked doubtful. "Ben, he seemed consumed by selfishness and cruelty. Are you saying he actually changes?"

Ben leaned back slightly, folding his arms across his chest. He didn't look evasive, but there was a carefulness to his tone. "I don't want to spoil too much for you. But eventually, Kevin does get a better handle on his powers, meaning his mind's not getting corrupted. So he's able to mellow out a bit."

"Reminds me of Gajeel in a way," Levy noted.

Gajeel huffed, leaning back with his arms behind his head. He made no comment.

"You definitely had to have fought him again after this, right?" Natsu asked.

"More than a few times," Ben admitted with a small shrug.

Elfman slammed his fist into his open palm. "And you were still willing to forgive him after all that?! That's manly, but reckless!"

Cana snorted into her mug. "Sounds more like crazy to me."

Ben shook his head. "Don't get me wrong. I didn't just forgive him right away. At first, I didn't trust him at all—and honestly, I had every reason not to. But… certain extreme circumstances forced me to accept his help." His green eyes glinted as he added, "You'll see once we get to that point."

The guild exchanged uneasy looks, half curious, half doubtful.

"Still," Makarov finally spoke, his voice soft but steady, "what matters is that you tried to see the good in him. Not everyone could have done that. And when the time comes… we'll see for ourselves if your faith was justified."

Ben nodded quietly, the weight of memory in his expression.

Notes:

Hope you enjoyed this latest installment in Fairy Tail's reactions to Ben's past adventures. Things are sure to get more interesting as the rest of Season 1 play outs.

Shameless plug: I'm currently writing another Ben 10 x Fairy Tail crossover called "The Starfallen Hero" where Ben is actually born in Earthland instead of being transported there. If that premise sounds interesting, feel free to check it out!

Since this is my first fanfic, I'd love to hear your thoughts. Please leave any comments or critiques in the review box below—it really helps!

Chapter 9: Episode 8: The Alliance

Summary:

Following the tense events of the Kevin 11 episode, a violent heist led by the ruthless criminal Rojo leaves Max injured. As Ben struggles with the growing weight of responsibility that comes with being a hero, Rojo herself falls under Vilgax’s control—forced to retrieve the Omnitrix at any cost.

Notes:

Disclaimer: Ben 10 and Fairy Tail are not mine — I'm simply a fan playing in their sandbox. All credit goes to the original creators.

(See the end of the chapter for more notes.)

Chapter Text

The guild hall was still buzzing faintly, conversations overlapping as members digested everything they had just witnessed from the last episode. Ben took a breath, then quietly crouched down near Wendy, gently tugging her aside from the chatter.

"Hey," he began, waiting until her wide brown eyes lifted to meet his. "I just want to make sure you learned something from what you saw back there, Wendy. Lying, sneaking off, stealing—everything I did in that episode? That's not the way to handle things. Not for me, and especially not for you." His tone was soft, serious, but not scolding—measured.

Wendy fidgeted with the hem of her dress, her small fingers twisting the fabric as she lowered her gaze. After a pause, she gave a small nod. "I know, Ben. I won't do what you did." Her voice faltered, dropping a little. "But… I can't promise I'll never make mistakes. I… I'm not perfect."

Ben's expression softened immediately. He reached out and set a steadying hand on her shoulder, squeezing just enough for reassurance. "That's fine, Wendy. Nobody's perfect. Mistakes happen. What matters is that you learn from them and don't let them turn you into someone you're not. Trust me—being honest and trying to do the right thing, even when it's hard, is what really counts."

The words seemed to ease her heart. Wendy's lips curved into a small, relieved smile, and she nodded with fresh determination. "I'll remember that. I promise."

Up above, perched on the rafters, Carla had been watching the exchange with sharp eyes. Her tail flicked once, a subtle sign of her approval. For all her skepticism toward the guild's reckless ways, even she couldn't deny Ben's sincerity as he guided Wendy like a protective elder brother—or perhaps something closer to a father.

But before the moment could settle too deeply, a familiar blue blur zipped into view.

"Carlaaa~ Look what I got you!" Happy chirped, wings fluttering as he floated before her with a proud grin. In his little paws, he held up a glistening fish like it was a bouquet of roses. "Fresh from the icebox! Just for you!"

Carla blinked at the offering, unimpressed. With a prim turn of her head, she huffed. "Hmph. Not impressed."

Happy's ears drooped instantly, his smile faltering as he clutched the fish closer to his chest. "Aw, come on…" he whined pitifully.

Meanwhile, in another quieter corner of the guild hall, Juvia approached Gajeel.

The Iron Dragon Slayer sat slouched on a barrel with his arms folded, shadows crossing his face. He hadn't said much since the Kevin 11 episode finished. But Juvia had noticed the way his fists had tightened every time Kevin sneered, the way his jaw clenched when Kevin lashed out.

"Gajeel," Juvia said, concerned.

He glanced at her, brow furrowing. "What is it?"

"You've been… quieter than usual." She stopped a pace away, folding her hands in front of her. "Juvia can't help but notice. Kevin's behavior… it reminded you of yourself, didn't it? Back when we were with Phantom Lord."

Gajeel's gaze dropped to the floorboards. For a long moment he said nothing. Then, with a low grunt, "Tch. Yeah. Guess it did." His voice was rougher than normal, tinged with something heavier. "Strong, angry at the world, lashing out at anyone just 'cause you can. Thinking that makes you untouchable."

Juvia's expression softened, and she moved closer, kneeling slightly so her eyes met his. "But you are not Kevin. You took the chance that Master Makarov gave you. You changed."

Gajeel snorted. "Doesn't erase what I did. That brat… he was given a hand, a chance to turn it around. And he spit on it." His fists tightened on his knees. "I could've done the same. Would've gone back to what I was, if Makarov hadn't stepped in."

"That's why you are different," Juvia replied gently. "Because you did not spit on it. You accepted the hand that was offered. That takes more courage than clinging to anger ever could."

For a moment, Gajeel was silent again, staring at her with his crimson eyes. Then his shoulders eased slightly. "…Heh. Maybe."

"Juvia only speaks the truth," she said simply. Then, with the faintest smile: "Besides… Juvia does not like seeing you brood this way."

Gajeel scoffed. "Brooding's my specialty. That and playing kickass music… Oh! And kicking ass too."

"That it is." Juvia chuckled, smiling. "Just know, Gajeel, unlike Kevin when he was young, you are not alone. Even if there are those in the guild still skeptical of you, there are others who have forgiven you. Me, Master Makarov, Wendy, and Ben especially." She then glanced in the direction of Levy, who was in an animated conversation with Lucy. "And I suspect there are others too."

Gajeel leaned back against the wall, crossing his arms again. "…Hmph. Maybe so."

And then, right on cue, the runes shimmered above the monitors once more, their glow washing across the guild hall.

"INTERMISSION COMPLETE — PLEASE TAKE YOUR SEATS. The next episode will commence shortly."

The guild hall stirred instantly. Chairs scraped against the wooden floor as everyone shuffled back toward the viewing area. Mugs clinked as they were set aside, the sound of chatter dwindling into a low hum of anticipation.

"Wonder how this one's gonna start," Macao mused, scratching his chin. "After all that mess with Kevin, I'd expect things to be… tense."

"Yeah," Jet added. "Are Max and Ben still butting heads? Or did they manage to hash things out by now?"

"Probably still tense," Erza answered matter-of-factly. "Trust, once broken, takes time to mend."

Ben nodded at that. "Yeah… I spent weeks after that trip doing extra chores to make up for it. Dishes, laundry, cleaning the Rust Bucket—you name it, Grandpa had me doing it." He gave a wry little smirk. "And I cut back on fooling around with the Omnitrix too. For a while, anyway."

That earned a few chuckles from the guild.

The runes shimmered again, words rearranging themselves until the title appeared: "Episode 8: The Alliance."

Brows lifted across the guild.

"'The Alliance'?" Levy repeated curiously. "Who's allying with who?"

"Sounds like Ben might be teaming up with someone new," Lucy guessed.

"Or worse," Gajeel rumbled, his eyes narrowing. "His enemies might've joined forces."

Even Ben shrugged at the question. "Can't say for sure just from the title. There've been more than a few times enemies decided I was worth teaming up against." His expression tightened, though he didn't elaborate. "Guess we'll have to see."


The episode opened not on Earth, but far above it—silent space stretching endlessly across the screen. Hovering in the void was a massive warship: the Chimeran Hammer.

The guild tensed almost immediately.

"Vilgax's ship again," Erza said gravely, eyes narrowing. "His plan with those bounty hunters nearly succeeded last time."

Lucy leaned forward, chewing her lip. "If he's trying something new… has his strategy improved?"

Within the Hammer, a wide hangar door yawned open. Two hulking Mechadroids detached from their moorings and were ejected into space, rocketing toward Earth. A sleek Bioid stood at the controls, its voice mechanical but commanding.

"The drones have launched. Equipped with the improved internal tracking system, they should be able to find and retrieve the Omnitrix."

Alzack scoffed. "Tracking isn't the issue."

"Yeah," Bisca added with a shake of her head. "Those tin cans weren't strong enough to beat Ben when he barely knew how to use the watch. Now that he's had time to practice?" She tilted her hat back with a smirk. "They'll be scrap metal in minutes unless they've had serious upgrades."

The camera shifted to Vilgax's healing tank. However, his mutilated body was thankfully concealed by the tanks plating. Only a triangular window giving a glimpse of the warlord inside.

"They may find it… but retrieving it will not be easy. Whoever possesses the Omnitrix continues to be an opponent of extreme danger… and inspiring brilliance!" Vilgax declared, each breath labored.

The guild hall erupted into laughter.

"Oh, he's not gonna be happy when he finds out it's just a ten-year-old boy!" Cana smirked.

"Extreme danger and brilliance," Jet echoed with a grin. "If only he knew Ben was busy sneaking into arcades and playing video games half the time."


The screen shifted back to Earth, where Ben and Gwen strolled through the narrow aisles of a small store attached to a gas station.

A few mages tilted their heads curiously.

"What kind of shop is this?" Levy asked.

Ben explained easily, "It's a gas station. You stop to fuel up your vehicle, and they usually have a little shop attached for snacks, drinks, or small supplies."

"Ah, like a rest stop along Fiore's trade roads," Erza reasoned, nodding.

Inside, Young Ben groaned, clutching his stomach. "Man… I'm starved." His eyes darted to a towering display in the middle of the aisle: a pyramid of cookie boxes stacked high. His face lit up as he darted forward, plucking one box from the side.

Then, the inevitable happened.

The rest of the display wobbled precariously before collapsing with a crash, toppling down the far side of the aisle—right where Gwen was calmly reading a pamphlet.

She looked up just in time to see an avalanche of cookie boxes bury her from head to toe. For a moment there was silence… and then her head popped up from the pile, green eyes narrowed into a glare. "Smooth move, Ben…"

Ben flashed a sheepish grin.

The guild hall erupted with laughter.

"Pffft! Ha-ha-ha!" Natsu fell backward in his seat, clutching his sides.

"Typical," Cana chuckled, wiping her eyes. "If trouble doesn't find him, he makes it himself."

"Honestly, whoever stacked those boxes is more to blame," Levy pointed out, still giggling. "If taking just one makes the whole thing collapse, that's just bad planning."

Erza shook her head with a smirk. "Ben's lucky it was cookies and not something heavier."

The scene shifted outside as Ben and Gwen stepped out of the gas station, a box of cookies in Ben's hands. He was already munching away happily as they walked toward the Rust Bucket.

Max was busy at the back, a squeegee in hand, scrubbing at the rear window. Across the dusty glass were the words "WASH ME! " scrawled large and clear.

Max chuckled, shaking his head. "Huh… nice artwork, Ben." He set to work with the squeegee and erased it.

Ben grinned through a mouthful of cookies. "Heh, you know. Makes a statement."

Several wizards chuckled.

Mirajane giggled. "At least he's creative."

Ben hummed quietly to himself, his smile dimming as he frowned. "Yeah… I remember this event. It wasn't exactly a swell moment."

"What do you mean?" Juvia asked, concerned.

"You'll see…"

Then ground suddenly shook with a deafening blast. A heavy truck parked near the pumps was suddenly struck by a blazing red laser, the explosion sending flames licking skyward. The wreck smoldered, black smoke billowing into the air.

Gwen shielded her face from the heat. "No, THAT'S a statement!" she exclaimed.

Many snapped forward in alarm.

"That blast—Vilgax's drones?!" Erza demanded, eyes narrowing.

The camera panned across the lot, revealing three figures striding forward through the haze. Each wore a full biker outfit, dark helmets concealing their faces, and in their hands glinted sleek, dangerous-looking laser rifles.

The realization rippled through the guild.

"Bandits," Bisca said flatly, her sharp eyes narrowing.

"Armed and organized too." Alzack added grimly.

Natsu cracked his knuckles, leaning forward eagerly. "Heh, bad guys showing up right when Ben's here? These punks picked the wrong place to make trouble!"

"Agreed," Macao muttered. "They have no idea what they've just walked into."

The three helmeted bikers advanced through the smoke, rifles raised. Their leader's visor gleamed red as he spotted the Tennysons standing by the Rust Bucket.

"What are you looking at?" the gang leader barked, voice muffled but dripping menace. His weapon snapped up, aimed directly at Max.

Max's eyes widened. He immediately shifted in front of his grandchildren, shielding them with his body. "Gwen, Ben, get back!" he barked.

The rifle discharged in a blinding flash of red energy. Max shoved both children behind the bulk of the Rust Bucket and dove for the ground himself. The blast seared past, barely missing—but even without being struck, the force left Max groaning on the ground, shaken.

The guild collectively gasped.

"Oh no!" Wendy squeaked, clutching at Ben's sleeve.

"They're okay," Levy breathed, relief flooding her voice. "Thank goodness it didn't hit them…"

"But Max's still down," Mirajane frowned, her hands clasped tight. "That was far too close."

On-screen, Ben's face twisted in determination. "Gotta get Grandpa out of there!" he declared, slamming down the Omnitrix.

The guild shifted uneasily at the familiar sight of the watch flaring green.

"Now the drones will know…" Erza murmured, her brows knitting.

"Can't fault him. He doesn't know. Besides, his grandpa's in trouble—any of us would've done the same thing." Gray countered.

Erza simply nodded in response, unable to counter that.

The bandits began hauling sacks of cash from the blasted truck, stuffing their arms greedily. But then the ground rumbled, heavy footsteps shaking the lot. The three looked up as a towering, crimson-skinned giant loomed above them.

Four Arms cracked his knuckles with a thunderous sound, his four eyes narrowed.

Elfman shot to his feet, pumping a fist. "YEAH! Time for some manly justice!"

Several of the guild's men cheered with him, the hall ringing with excitement.

"Those guys don't stand a chance," Gray smirked.

Natsu grinned ferally, fire curling around his fists. "Give 'em one for me, Ben!"

Four Arms slammed his massive fists into the ground. The impact rippled out in a thunderous shockwave, knocking the three helmeted bikers sprawling like toys tossed aside.

"Hell yeah! Manly!" Elfman whooped. Many wizards cheered along with him.

"Go!" he barked over his shoulder.

Gwen scrambled up, looping an arm under Max's and dragging him toward the cover of the Rust Bucket. The old man winced but didn't protest, leaning heavily on her as they retreated to safety.

The driver of the blasted truck staggered out, clutching his head. Four Arms called out, his gravelly voice rumbling: "You okay?"

The man froze, staring up at the towering crimson giant with saucer-wide eyes. Then, with a panicked yell, he bolted, sprinting away as fast as his legs would carry him.

"Hmm… wonder if that's a 'yes'." Four Arms asked sarcastically.

Several wizards chuckled at the dry delivery.

"Can't say I blame that guy," Lucy commented. "I'd be freaked out too."

Before anyone could add more, a sudden blast struck Four Arms squarely, hurling him backward toward the gas station.

"Ben!" Max shouted, panic in his voice.

"Focus!" Erza scolded sharply. "This is why you never let your guard down mid-battle."

A second shot lanced toward the Tetramand, but he managed to roll out of the way. The beam struck a nearby gas tank instead—

BOOM!

The explosion tore across the lot, flames erupting in a towering pillar.

"Whoa…" Gray muttered, impressed despite himself.

"Is… is he hurt?" Wendy whispered, concerned.

"Eh, he's fine," Elfman grinned, unfazed. "Four Arms is too manly to let a little fire take him down."

Out of the swirling smoke, Four Arms erupted from the blaze, slamming his fists into the ground once more. The concussive shock launched the three bikers in different directions. Two smashed into their own getaway truck, denting its side, while their leader tumbled across the pavement, visor cracking from the impact.

The guild hall erupted.

"See? Totally fine," Elfman said with a grin.

"Good," Erza added firmly. "Now, take them down and prepare for the real threat coming."

Four Arms loomed over the two groaning bikers, his massive hands curling around their helmets. With a sharp tug, he yanked them free—only to blink in surprise.

Beneath the helmets were women with punk appearances, their faces framed by smeared lipstick and earrings.

The guild hall buzzed at once.

"Huh? They're women?" Gray blinked.

"Not that common," Mirajane murmured thoughtfully. "But not unheard of either. Plenty of women have fallen into dark guilds before."

"Huh? You're...all women?" Four Arms hesitated, his deep voice rumbling with restraint. "Look, I don't wanna hurt you—"

A sudden BLAST cut him off, searing across his back. Four Arms crashed forward onto the pavement.

Gasps filled the guild.

"Ben!" Wendy cried.

The camera panned to reveal the final biker standing behind him. Her helmet was gone, revealing short, spiky dark-red hair jutting upward. Her white face twisted into a cruel smirk, black lipstick accentuating the mockery.

"Well, isn't that sweet," the punk girl sneered, leveling her blaster at Four Arms.

"That was a total cheap shot!" Natsu bellowed, slamming his fist into his palm.

"Not manly at all," Elfman growled in agreement, his jaw set.

Erza's gaze hardened. "Both of you should know by now that criminals do not fight fair. Nor should you expect them to."

Mirajane nodded, her expression uncharacteristically stern. "And gender doesn't make them less dangerous. If anything, it makes them more underestimated. Ben can't afford to hold back here."

Gwen's voice cut through the chaos, sharp and decisive. "Clobber her!"

"See?" Cana chuckled, lifting her mug. "Even Gwen knows this one's fair game."

"Who is that bandit anyways?" Lucy asked.

Ben leaned back. "That's Rojo. She's… well, a gang leader. As a baddie, she's nothing on the level of Vilgax, but she pops up from time to time. Petty theft, robberies, and very violent."

Bisca stiffened at that, her expression flickering. She lowered her gaze.

"Bisca?" Alzack asked quietly, noticing her change in demeanor.

She exhaled slowly, lips pressing together before she admitted, "Sorry. It just… reminds me. Of when I was 'Mulan Rogue.'"

A few newer guild members tilted their heads in confusion, but Erza's eyes softened with memory.

Bisca gave a wry, bitter smile. "I lied about being Fairy Tail. Intimidated folks, bullied them with my gun. Even picked fights I couldn't win—like against Erza. But really, I was just a foreigner desperate to survive… stealing to pay for medicine for Sunny." Her voice grew quieter. "Petty theft. Violence. It's not so far from what Rojo's doing now, is it?"

Silence lingered for a moment before Mirajane gently shook her head. "The difference is you chose to change, Bisca. You accepted Erza's hand and came home with us. That's why you're here."

Alzack nodded thoughtfully. "And while we don't know why this Rojo is stealing, I doubt it's for the same reason you once did. You were trying to save Sunny. She's likely only doing it for herself. You and her—you're not the same."

Bisca's tense shoulders eased, a small, grateful smile tugging at her lips.

Four Arms groaned, pushing himself up on one knee as Rojo leveled her weapon at his head. Her finger curled on the trigger.

Then his gaze flicked upward.

Through the billowing smoke of the ruined gas station, two Mechadroids descended, their metal frames gleaming, blasters already glowing hot.

A chorus of groans echoed through the guild.

"Oh, great," Gray muttered. "Because this wasn't complicated enough already."

"Those things love showing up at the worst possible time," Cana grumbled, taking a long swig from her mug.

Erza crossed her arms. "Better now than after the Omnitrix timed out. At least he has Four Arms's strength to fight them."

The Mechadroids wasted no time, unleashing a barrage of laser fire. Four Arms and Rojo's gang scattered as blasts chewed through the lot. One blast slammed into the already-ruined truck, igniting it in a second fiery explosion. Shreds of cash burst into the air, fluttering down in a storm of stolen bills.

"Hey! This is my heist!" Rojo shrieked, swiping fistfuls of money as it rained down.

"You can have it!" one of the other women yelped, bolting with her partner toward the horizon.

The guild chuckled at their cowardice, but Erza's voice cut through with disdain. "So much for loyalty among thieves."

Rojo, undeterred, turned back toward Four Arms. With the Tetramand occupied by the drones, she stalked forward, weapon raised to take a cheap shot at his unguarded back.

But before she could fire, a heavy object came spinning out of nowhere—wham! A tire slammed square into her back, knocking her off her feet.

The guild hall burst into cheers.

"YEAH! Go Max!" Natsu hollered, pumping his fist.

"Didn't matter that she's a woman," Mirajane added firmly. "She threatened his grandson. That's all he needed to act."

Elfman nodded approvingly. "That was manly."

"Ben, those drones must be after the watch!" Max called out, urgency cutting through the blaster fire.

But Rojo was already back on her feet. Whipping around to face Max, her lips curled in a sneer. "You get yours own, man," she spat, and pulled the trigger.

Max ducked under the first shot, rolling to the side—but Rojo raised her weapon again and fired upward instead. The beam tore through the ceiling, sending chunks of burning debris raining down. Max had no time to move before the rubble crashed over him, knocking him out.

"NO!" the guild hall erupted as one.

"Grandpa Max!" Wendy cried unconsciously, as if the title had slipped from her heart without thought.

Juvia slammed a hand against the table, fury flashing in her eyes. "How dare she harm Juvia's future grandfather-in-law!"

Ben blinked, whipping his head toward her. "Wait—what?!"

W-Where did that even come from?! he yelled inwardly.

It wasn't that the Omnitrix beare disliked the rain woman—far from it—but she was definitely jumping the gun. You were supposed to date someone before skipping ahead to marriage and family ties, weren't you? Maybe it was because of all those lonely, gloomy years she ha experienced due to not being able to control the rain. Now that Juvia had finally found someone who showed her compassion, she clearly wasn't about to let go.

Still, this was… a conversation Ben knew he'd have to bring up with her later.

Gwen screamed in horror. "Grandpa!"

"Nooo!" Four Arms thundered.

His deep voice shook the guild hall as much as the screen.

The Mechadroids pressed their attack, blasters raining fire over the Tetramand. But something in his posture changed—the slump of grief turned to seething rage.

The guild fell quiet, a collective gulp passing through.

"…They shouldn't have done that," Cana muttered, eyes narrowing.

"Yeah," Gray agreed grimly. "Too bad for those robots. And that bandit girl."

The drones flew straight at him—but Four Arms moved with startling precision. His massive hands clamped down over their heads, one in each palm, holding them like struggling dolls.

"Nice try," he growled.

He smashed the machines together, the impact ringing like an explosion of metal. Their bodies warped and folded until nothing remained but mangled, disc-shaped husks.

Four Arms spun, hurling both wrecks like giant throwing stars. They slammed into Rojo before she could fire again, sending her sprawling unconscious to the pavement.

The guild collectively winced at the force, but then relief swept across their faces.

"Handled the drones and the bandit in one go," Jet muttered, impressed.

"Damn," Elfman nodded firmly.

Ben half-smiled. "As a kid I treated fights like a game sometimes. Still do, if I'm honest. But once I'm done playing around…" He shrugged faintly. "That's it. I'll leave it there."

Several wizards gulped in nervousness. Ben could be scary when he wanted to be.

Four Arms wasted no time. He bounded toward the mound of rubble, his massive hands brushing it off to reveal Max's still form.

Panic rushed into Gwen's voice. "We need to get him to a hospital! I'm calling 9-1—"

Before she could even finish, Four Arms' huge hand scooped her up off the ground with surprising gentleness. "Ben?" she gasped, startled as he lifted her onto his broad shoulder.

The Tetramand's lower pair of arms then curled carefully around Max's unconscious body, cradling him as though he were made of glass.

"No time! Hospital up the street!" he said urgently.

And with that, he launched forward in great, thunderous leaps, his massive frame cutting through the city streets in bounds that shook the pavement.

Elfman's eyes lit up, his fists clenching with excitement. "Manly leaps!"

Others looked more concerned.

Back at the gas station, Rojo groaned as her eyes flickered open. She pushed herself up, wincing, then glanced toward the mangled husks of the Mechadroids besides her.

Several guild members blinked in surprise.

"She's back on her feet already?!" Droy gawked.

"Guess she's tougher than she looks," Gray muttered grimly.

Rojo staggered closer, curiosity glinting in her eyes. "Who were you freaks?" she murmured, bending down to grasp one of the crushed robot heads. She ripped it free from its body and lifted it to eye level.

For a moment it was lifeless metal—then the eyes pulsed an ominous red. Before she could react, the head latched onto her neck, plugging into her flesh and forcing a stream of circuitry and energy directly into her body.

The guild hall gasped.

"What's happening to her?!" Levy cried out.

"It looks like… it's transferring itself into her!" Freed realized aloud, brows furrowing.

Mirajane's eyes narrowed. "Almost like a Take-Over—but no. She doesn't have a magical affinity. This is something else."

Rojo convulsed as her body mutated. Her pant legs shredded apart as her muscles swelled, glowing veins snaking up her arms and legs. Her biker jacket sleeves ripped wide as jagged spikes jutted out from her arms. Her eyes lit with those same robotic red, metallic lenses spreading across her face and shoulders like a parasite claiming its host.

After a few agonizing seconds, the Mechadroid head detached and fell to the ground, utterly dead.

Fairy Tail wizards sat frozen in stunned silence.

"What the fu—" Gajeel was cut off as the scene continued.

Police sirens wailed as cruisers skidded to a stop at the edge of the lot. Officers spilled out, weapons trained. "Freeze!" one barked.

Rojo turned toward them, her new form fully revealed. Her crimson skin gleamed under the glow of her new cybernetic armor. Mechanical eyes blinked across her shoulders, each one glowing with malevolence.

"Ha, I already did my time!" she spat. The shoulder-eyes snapped forward and glowed brighter. "Now it's time you guys pay!"

A barrage of lasers erupted from her shoulders, slicing through the squad cars. Explosions tore across the street, flames rising high as the officers scrambled back, helpless against her overwhelming firepower.

"Oh no," Wendy whispered nervously. "They can't fight something like that…"

"They're just doing their jobs," Erza said firmly, her expression grim. "But they're hopelessly outmatched."

Through the smoke and fire, Rojo strolled casually, her heels crunching glass as she scooped up the bag of stolen money. She slung it over her shoulder, throwing her head back with a deranged cackle.

"Hahahaaaa… this is gonna be a BLAST!"

Many of the wizards were uneasy.

"…She just got a whole lot worse," Cana muttered, her eyes narrowing.

Levy frowned, her brow furrowing. "But… how? Vilgax's drones were built to track and retrieve the Omnitrix, not to… merge with someone."

Freed's voice was low but analytical. "Unless… it wasn't intentional. Perhaps Rojo forced a connection. Or the machine latched onto her as the closest viable host."

Macao shook his head. "Doesn't matter if it was on purpose or not. End result's the same—she's packing alien tech now."

"And based on her personality," Bisca frowned. "That's not a good thing for anyone."

Mirajane's expression darkened. "Like I said before, it's almost like a Take-Over. Except it's the machine rewriting her body from the inside out."

Lucy shivered at that phrasing. "But why would Vilgax's drones even have that capability?"

"Because Vilgax builds his tech for one purpose—survival." Ben explained. "Unless their processors are completely destroyed, they'll adapt by any means necessary." He glanced at the screen grimly. "And right now? That adaptation just happened to make Rojo a lot more dangerous than she normally is."


The scene shifted to the quiet, sterile white of a hospital room. Max lay unconscious in a bed, bandaged head resting against the pillow, his leg suspended in a cast.

A doctor stood at the room's entrance, clipboard in hand, speaking to Ben and Gwen. "Your grandfather has suffered a severe concussion. He'll be out for several more hours," the doctor explained, his tone professional but not unkind. "He also has several lacerations and a broken leg."

The guild collectively winced.

"Ouch…" Jet muttered, rubbing the back of his neck.

"Those aren't life-threatening, but they're not to be taken lightly either," Erza said grimly.

Wendy's small hands tightened at her chest. "If only I had been there… I could've used my healing magic to help him recover."

The doctor glanced up at the children. "He's… going to be okay, right?" Ben asked, his voice small.

The doctor gave a reassuring nod. "For a man his age, he's remarkably strong. He'll be fine after some rest." He turned back to his clipboard. "Now, it says on his admittance form he was 'hit by a car bumper.' Did somebody back into him?"

Several tilted their heads in unison, confused.

"…That's not what happened," Gray said slowly.

"Why lie about that?" Lucy furrowed her brows.

Ben explained. "That was Gwen's doing. She came up with a false story to cover for us. Otherwise, we'd have had to give statements about the Mechadroids, and that would've landed me—and the Omnitrix—right in the spotlight."

Levy tapped her chin thoughtfully. "It's honestly remarkable no one has pieced it together yet. That Ben is those aliens. They've been seen on several occasions up to this point."

Young Ben blurted out awkwardly, "Actually, the bumper flew through the air, after this robot drone blew up the car!"

The doctor blinked at him blankly, then simply smiled. "…Vivid imaginations are good coping mechanisms in situations like these," he said kindly, patting Ben on the shoulder.

The guild snickered.

"Nice save, doc," Cana chuckled into her mug.

Ben managed a small smile at the doctor's cheerfulness—but it faded quickly when he turned back toward Max. His eyes lingered on his grandfather's still form, guilt and worry weighing down his shoulders.

The guild grew quiet, several of them softening.

"He feels responsible," Wendy said sadly.

"Aye…" Happy said gently.

Makarov sighed, his gaze deep with understanding. "The burden of youth—wanting to protect, but fearing you've only made things worse."


The screen shifted back to the Chimeran Hammer. At a nearby console, one of the Bioids tapped away at the controls. Its voice came out in its usual mechanical monotone. "The drones were destroyed."

"Send out more!" Vilgax snarled.

"We may not need to." The Bioid revealed. "It seems the drones have somehow merged."

Several wizards murmured in unease.

"That's creepy…" Laki admitted, shivering a little. "Like they're watching her every step."

"Not too surprising," Freed countered coolly. "If they can monitor the drones, then anything that fuses with them would naturally transmit the same signal."

"But still," Lucy frowned, hugging her arms. "To be tracked like that without even knowing…"

The Bioid continued, its tone strangely fascinated. "I am receiving one combined signal. And that signal is on the move."

The camera panned to the yellow triangular window of the healing tank. "Hmmm… Perhaps one head is better than two…" he rumbled ominously.

"Yeah, that's not foreboding at all…" Cana muttered sarcastically.

Erza's eyes narrowed. "If Vilgax sees potential in her, then Rojo just became more than a nuisance."

Gajeel cracked his knuckles. "Good. That means Ben'll have to take her down hard."


The screen transitioned to a jewelry store. Inside, Rojo stood in her new cybernetic form, her shoulder-eyes glowing like burning coals. With a sharp sweep of her arm, she aimed one of her lasers at a display case. The beam hissed as it cut through the thick glass, melting it until a hole yawned open.

She reached in with her clawed fingers and snatched up a handful of glittering rings. For a moment, she raised her hand triumphantly, eyes shining at the sparkle—

Then the joy drained from her face. Tiny flecks of gold slipped between her fingers, sprinkling down like sand.

"What?!" she snapped, her voice shrill with disbelief. She opened her palm fully and gasped in horror. The rings weren't intact anymore. Her claws and brute strength had crushed them into nothing but warped metal dust.

"No! You're worthless now!" she screamed, her voice echoing against the walls as she hurled the crushed remains to the ground in fury.

"Why's she even bothering with jewelry after she already hit that truck?" Jet asked, baffled.

Bisca shook her head slowly, eyes narrowing. "Because it's not about the money anymore. That wasn't enough for her. She's got new power now, and it's making her greedy. Hungry for more."

One woman, still in the store, was terrified. Unfortunately, Rojo's glowing eyes caught the movement. Her lips curled into a snarl and stomped forward to the terrified woman.

Many wizards collectively tensed.

"Leave her alone!" Natsu barked, flames licking his fists even though it was useless here.

Wendy's hands pressed against her chest, her voice shaking. "She's just a civilian… she can't fight back…"

"Someone needs to stop her," Erza whispered, clenching her fists.

Rojo loomed over the trembling woman, her claws twitching with menace—

Then suddenly, a piercing shriek ripped through the air, sharp and unearthly. Rojo cried out, clutching at her head as the sound drilled straight into her mind. She stumbled backward. This distraction gave the bystander the chance she needed to run out of the store.

A wave of relief washed through the hall.

"Thank Mavis," Lucy exhaled, hand over her chest. "That poor woman's safe for now."

"Listen to me, whoever you are…" a deep, chilling voice echoed through the shrill tone.

The guild instantly recognized it.

"Vilgax is stepping in…" Erza muttered, her eyes narrowing. "This is only going to escalate."

Rojo staggered upright again, clutching her temples. "Where are you?! Who are you?! And how did you get in my head?!"

The warlord's voice boomed back with no room for doubt: "NO QUESTIONS! You are here to serve me!"

Rojo snarled, her teeth bared in defiance. "Guess again! I work for me and only me!"

The piercing tone returned, even sharper this time, and she screamed in agony, forced to her knees once more.

"She's bold, I'll give her that," Gajeel muttered.

"More like stupid," Cana shot back. "Who talks back to Vilgax like that?"

Natsu smirked. "Heh. I'd talk back to him too."

"Exactly my point," Cana sighed.

Rojo's screams cut off abruptly as the world around her shifted. Suddenly, she was no longer in the jewelry store—her body drifted weightlessly, suspended in a warped vision of twisting yellow and red veins pulsing like living walls.

The guild collectively gasped.

"What the… where is she now?" Jet asked, craning forward.

"I don't think it's a place per say," Levy whispered, her eyes wide. "I think it's inside her mind. Vilgax has pulled her into some kind of mental plane."

"That's creepy…" Lucy muttered, hugging her arms.

The pulsating walls split apart as an enormous image of Vilgax emerged from the void, his presence towering and suffocating.

"You now possess power you could have never imagined," Vilgax intoned. "But unless you find a way to use it…" His eyes burned as he leaned forward. "…it will be worthless!"

Rojo, who had stared down cops and blasted armored cars without hesitation, actually flinched, her face paling in terror.

"Fulfill my demand, and I will teach you." Vilgax's eyes narrowed, his voice deepening into a growl. "Fail me—and I will turn you to DUST!"

The guild shivered collectively at the raw malice in his tone.

"He's threatening her life outright…" Erza said grimly.

"Can't say I'm shocked," Gajeel added. "The only way to control someone like her is to dangle death over her head."

Rojo trembled but forced out a question. "…So what do you want?"

Vilgax's expression hardened. "Only one thing. A piece of valuable technology, missing from my possession. And luckily… you are already programmed to find it."

Rojo clutched her head as pain ripped through her skull once more. The warped mental plane shattered around her, plunging her back into the jewelry store. She staggered to her feet, gasping for air, sweat dripping down her altered face.

The guild hall sat in uneasy silence, a chill settling in the room.


In Max's hospital room, Ben sat hunched forward on a bench, his elbows resting on his knees and his hands clasped tightly together. His eyes stayed fixed on the floor, brows knit with worry.

Gwen then sat down beside him, her tone gentler than usual. "Ben, you heard the doctor. He's going to be fine. He's Grandpa."

Ben's shoulders slumped further. "I'm worried about him."

The guild watched in silence for a moment, their expressions softening.

Wendy slipped closer on the bench, gently hugging Ben's arm against her small frame. "I don't blame you. I'd feel the same way if it were someone I loved."

Ben's tense expression eased at her words. He gave her a faint, grateful smile and let his free hand rest on her shoulder, squeezing lightly.

"Same," Lucy said softly, nodding. "He feels responsible, but he shouldn't carry that weight alone."

Makarov's tone was kind but firm. "Despite the boy's recklessness, his heart is in the right place. But guilt must not cloud the bond he shares with his family."

Juvia clasped her hands, tears pricking her eyes. "Poor Ben… to carry so much guilt at such a young age…"

Even Gajeel crossed his arms with a grunt. "Tch. He's just a kid, but he's already thinking like someone who's got people depending on him. Hard to fault that."

A teasing smirk tugging at Gwen's lips. "I'd worry more about how some girl kicked Four Arms' butt."

"Hey, heroes don't hit girls." Ben told her.

Elfman grunted. "I get where the kid's coming from, but that logic will get you killed. A woman can be just as deadly as any man." He recalled his fight against Evergreen during the Battle of Fairy Tail incident where she had defeated him, turning him into stone. While it stung his pride, if Evergreen had been a true enemy, she absolutely would've killed him.

Erza nodded firmly. "An opponent is an opponent. Hesitation because of gender is a weakness you cannot afford in a true battle."

Mirajane tilted her head thoughtfully. "Still, I think Ben's heart was in the right place. It's… sweet, even if impractical."

"Good to know!" Gwen chirped, suddenly socking him in the shoulder.

But Ben punched her right back. "OW! I thought you said—"

"I'm not in hero mode," he interrupted dryly.

That got a few raised eyebrows from the guild.

Juvia's lips pressed together in a frown. "Ben shouldn't think that way. He's still a hero even when he's just himself."

Wendy nodded in agreement, her voice soft but firm. "Exactly. You don't need the watch to do the right thing."

Gwen wound up to punch him again, but stopped when she saw how downtrodden her cousin was. The lighthearted spark in her eyes dimmed as Ben slumped, pushing himself off the bench. He walked out of the room without a word, his shoulders low, his footsteps heavy as he stepped into the hospital hallway.

Gwen followed after him, concern softening her expression. "You okay? Normally slugging me in the arm would make you feel much better," she pointed out gently.

Cana sighed. "Not really the time for banter, Gwen."

Lucy's brow furrowed, her voice dropping. "I get it… I remember when Levy, Jet, and Droy were in the hospital. You feel so helpless. You can't laugh or smile, not really."

Gray crossed his arms, his tone quieter than usual. "Kid's carrying a lot of weight for someone his age. Way more than most people could handle."

Even Mira's smile was tinged with sadness. "That's the cost of caring so deeply."

"Yeah…" Ben shifted in his seat, his gaze distant. "I could take the bruises, the scolding, even the danger. But seeing Grandpa Max injured, weak, laid up like that? All because I hadn't stopped the bad guy in time? That's what hurt me the most."

"…You know, maybe if I went Upgrade, I could get in those machines he's hooked up to and see if I can make him better!" Ben theorized, his eyes lighting as his hand reached for the Omnitrix dial.

"Ben, that won't work." Gwen told him, her voice steady.

"Worth a try," Natsu muttered, crossing his arms. "If he can merge with machines, why not medical ones?"

Wendy quickly shook her head. "No, it's too risky! What if something goes wrong? Grandpa Max could get even more hurt!"

Makarov nodded. "The girl is right. Medicine—healing—is not something to tamper with carelessly. Even I would not intrude on Porlyusica's craft, and trust me, she and I disagree on many things. But her knowledge is to be respected."

"Okay, then, what if I went Ghostfreak? I could meld with him or something! I—I don't know, I just… wanna help him, you know?" He said while activating the Omnitrix.

Juvia's hands balled into fists against her chest, her eyes soft with sympathy. "Juvia understands… He feels powerless, and it's tearing him apart."

Gray sighed, rubbing the back of his neck. "It's hard watching someone you care about lying there, and knowing you can't punch your way into fixing it."

Levy looked down, her voice quiet. "He's just a kid… of course he'd want to use what little power he has to try. Even if it's not the right way."

Mirajane folded her hands, her smile sad but approving. "But the heart behind it—that's what makes Ben a true hero. Even when there's nothing he can do, he wants to try."


Instantly, across the city, Rojo stiffened. A low hum rattled through her skull as the Omnitrix's activation pulse echoed in her head like a sonar beacon. Her enhanced eyes darted across the skyline until it zoomed in and locked onto the Omnitrix through one of the hospital windows.

A cruel grin tugged at her blackened lips. "There you are," the mechanized punk hissed.

The guild shifted uneasily, some gasping outright.

"Wait—he didn't even transform!" Levy exclaimed, wide-eyed. "She still picked it up?"

"That's gotta be those upgraded trackers the robot mentioned," Alzack muttered, rubbing his chin. "She doesn't just sense when he changes—it's almost like she can feel the watch itself."

"Tch, lousy advantage," Gajeel growled. "Kid can't even turn it on without painting a target on his back."

Erza folded her arms, her eyes narrowing. "Which means every time he activates the Omnitrix, he risks exposing not only himself, but anyone nearby. That makes her twice as dangerous."


Ben lingered in the doorway, his eyes fixed on Max lying unconscious in the hospital bed. His jaw tightened, and without thinking he lashed out with his foot, sending the metal garbage can clattering across the room with a hollow crash.

Several guild members flinched, but more than a few nodded in understanding.

"Yeah… sometimes you just gotta hit something," Gray muttered, his voice low but sympathetic.

"I get it," Elfman agreed gruffly. "That frustration when you can't do anything? That's rough on a man."

"He's still just a boy though," Laki said sympathetically.

"Just relax, everything's gonna be okay," Gwen said softly, trying to soothe her cousin.

But before her words could settle, a low roar cut through the quiet—a sound like a jet engine, growing louder by the second.

A second later, the hospital window exploded inward in a shower of glass. Rojo came crashing through, her cybernetic form glowing red as smoke trailed behind her. She landed with a heavy thud, her shoulder-eyes gleaming menacingly.

"Give me the Omnitrix!" she barked.

Ben's hands curled into fists as he stepped protectively in front of Gwen. "You want it? Come and get it!" he snapped back defiantly.

And without waiting for her response, the two kids bolted down the hallway, sprinting away from the advancing threat.

"Why doesn't he just transform now?!" Natsu shouted, half-standing from his seat. "He could take her head-on!"

Erza shook her head firmly. "Not inside a hospital, Natsu!"

Bisca added. "She's already too trigger-happy though. He shouldn't be rushing through the hospital with her chasing."

Erza nodded in agreement. "Good point. If Ben did transform, he'd need to immediately tackle her out the window and take the battle outside."

Rojo was relentless, her cybernetic limbs whirring as she stormed after the children. Lasers blazed from her shoulders, scorching holes in the walls as she fired wildly down the corridor.

Ben and Gwen dashed past a pair of startled nurses. A sudden blast sizzled past them, exploding against a medical cart and sending it flying. One nurse shrieked, tumbling back into her colleague.

"Look out!" the second nurse cried.

"See what I mean?" Bisca muttered darkly. "She's firing at everything. Doesn't matter if they're in her way or not."

Ben grimaced at the scene. "Oof. Yeah… Point taken."

The two cousins sprinted on, their breaths ragged, until Ben skidded to a stop in front of a door. He jabbed at the sign with his finger. "'Stairs!'"

Gwen whipped back, doubling over for a second. Together, they pushed through and clattered down the staircase that spiraled down, their footsteps echoing against the concrete walls.

"Ben, that thing's the girl from the armored car robbery!" Gwen said as they spiraled downward. "It's like she merged with those—"

"—Robot drones!" Ben finished grimly, eyes wide as the pieces clicked together.

Above them, the stairwell door exploded inward with a deafening blast. Rojo stalked inside, her glowing eyes cutting through the dim shaft. She didn't bother with the stairs. She leapt from the landing in one bound, her metallic frame crashing downward like a missile.

Ben and Gwen burst out the bottom floor's exit just as the impact thundered through the stairwell.

"It really is like a Take-Over," Mira said softly, her brow furrowed. "The drones have given her something far beyond human limits."

"They're losing ground…" Levy added, biting her lip. "It's only a matter of time before she corners them."

Erza's gaze hardened. "Ben and Gwen have to get her outside. Not only does it endanger others, but it gives her the advantage."

Rojo's shoulder-lasers flared again, twin beams scorching into the concrete as the doorway exploded. Gwen cried out and stumbled back, the wall beside her still smoking from the near-hit.

"Too close…" several voices in the guild muttered at once, tension clear on their faces.

"Okay, radical thought, but right now might be a good time to go hero?!" Gwen yelled at her cousin, panic edging her tone.

"Why didn't you transform?" Gajeel glanced at Ben. "Wouldn't that have been a good time?"

Ben shook his head. "I was trying to time it right. I wanted her away from the hospital before I really fought her. I wanted to protect everyone inside, especially Grandpa."

The Tennyson cousins finally exited the building and ran into the hospital parking lot, hiding in between two ambulances. Rojo exited the building shortly after and walked slowly to the middle of the lot, peering all around her, but finding no trace of the children.

Lucy hugged her arms tightly. "She's hunting them like prey…"

"Good," Gray muttered. "Better to draw her out in the open. Easier to hit her back when Ben transforms."

"That's assuming she doesn't sniff them out first," Cana countered.

Rojo's voice rang sharp across the lot. "We can do this the easy way, or the hard way."

Her glowing eyes flicked toward the rocky cliffside beside the hospital. Her shoulder-blasters extended up and unleashed a barrage of lasers. The beams sliced through stone like butter, carving deep cracks. Chunks of rock broke loose, tumbling down toward the hospital roof.

Ben gasped, heart leaping into his throat as dust and rubble plummeted toward the building where his grandfather and other patients rested. Rojo stepped back a few paces, smiling smugly as if daring him to choose between fighting her and saving lives.

The guild hall erupted in outrage.

"She's insane!" Levy shouted, eyes wide.

Bisca's hands clenched tight on her lap. "I… I used to do some bad things. But never—never would I put innocents in harm's way just to make a point!"

Erza's voice was steel. "That is the act of a sick coward."

"Time to go Four Arms!" Ben slapped his hand on the Omnitrix.

Elfman leapt to his feet, fists pumping. "Yes! Use manly strength to stop the avalanche!"

But a few of the sharper minds in the guild frowned.

"Wait," Levy interjected, tilting her head. "Wouldn't Diamondhead be a better choice? He could create a crystal barrier to protect the hospital."

Gray folded his arms, nodding. "Yeah, strength isn't always the answer."

Ben's body was engulfed in green light. When the glow faded, it wasn't the crimson bulk of Four Arms standing there, but the fiery frame of Heatblast.

Natsu jumped to his feet. "YEAH! Burn those dumb rocks up! That's what I'm talkin' about!"

Happy zipped around excitedly. "A fire fight! Go, go, Heatblast!"

"The hell is fire going to do against a rock avalanche?" Gajeel arched a brow, unconvinced.

"Oh great, I need muscle, and I get an alien candle instead," Heatblast groaned, annoyed.

Above, the avalanche rumbled closer. "If 'scissors cuts paper,' then fire melts rock, right?!" He glanced at Gwen, who just shrugged helplessly.

"I don't think that's how the saying goes…" Lucy muttered.

"I get Heatblast has hot flames and all. But does he seriously think he can just melt those rocks?" Gray asked incredulously.

Macao raised a hand, his tone measured. "No—he's not wrong. Rocks can melt, but only if the flames are hot enough. That's no simple campfire trick. He'll have to really crank up the heat."

Natsu crossed his arms with a smirk, confidence radiating. "Tch. He's Heatblast. He can crank it up as hot as he needs."

Heatblast thrust both hands upward. A stream of plasma roared forth, blazing bright against the afternoon sky. The flames licked across the falling rocks—at first, they seemed stubborn, unyielding, as shards still rained dangerously close.

But slowly… cracks spidered across the boulders. The heat was too intense, splitting the stone apart, fracturing them into much smaller chunks. Still, the Pyronite didn't stop. He leaned in harder, the flames intensifying until the very surface of the rocks began to glow.

The guild hall went silent, watching with bated breath.

Chunks dissolved, liquefying under the constant torrent. Within moments, the avalanche of boulders had transformed into a molten stream, slithering down toward the base of the cliff.

Heatblast clenched his fists, pouring out just enough to hold it back. Then, with a hiss and a rumble, he cut the flames off. Without the constant heat, the lava cooled rapidly, darkening and hardening into semi-solid rock before it could reach the edge of the hospital's parking lot.[1]

The Pyronite let out a fiery exhale, straightening up with hands on his hips. "Heh. Nothing to it!"

The guild hall erupted into applause.

"YEAH!" Natsu bellowed, pumping both fists. "THAT'S what I'm talking about!"

Elfman cheered too, pounding the table. "Manly solution after all—turning danger into lava!"

Erza smiled, shaking her head in amazement. "Even if it wasn't his first idea, that was brilliant thinking on the fly."

Wendy clapped softly, relief flooding her face. "He saved everyone in the hospital… that was incredible."

Gwen's lips curled into a faint smile. For just a moment, it felt like everything was finally under control—until her eyes widened in alarm.

"Look out!" she shouted, darting away from the line of fire.

Heatblast spun around just in time to see the source: Rojo, her cybernetic body glowing with menacing energy, launching herself into the air. The eyes on her shoulders flared red, and a rain of lasers came streaking down toward the lot.

The barrage slammed into the asphalt, blasting chunks of pavement into the air, and tore through the line of ambulances in fiery explosions.

"Tch! She's got flight and range on her side," Gray muttered grimly. "Bad news for Heatblast."

"Doesn't matter," Natsu declared confidently. "He'll find a way. Fire melts junk metal!"

Gajeel growled in irritation. I am definitely getting a rematch against that idiot!

The Pyronite was thrown hard to the ground by the force, flames sputtering under the relentless assault. For a second, his body twitched against the scorched pavement—then, with a growl, he pushed himself up.

Rojo swooped down, her claws snapping tight around his throat. Heatblast grunted as she carried him skyward, her jetpack whining at full thrust. She then hurled the Pyronite across the man-made ravine by the hospital and into the city. His body slammed into the steel bed of a dump truck parked in a construction zone. The metal crumpled under the impact.

Many wizards winced at the impact.

The startled workers scattered at once, abandoning their equipment.

Hovering high above, Rojo's shoulder-eyes flared again, releasing a second barrage of lasers. The dump truck exploded in a deafening fireball, flames consuming the entire construction site.

"Oh no!" Wendy cried out, clutching Ben's sleeve in panic.

"He can't be down from that, right?" Jet muttered, though the doubt in his tone was obvious.

Erza's eyes narrowed, her voice firm. "He's resilient. If anyone can rise from that kind of strike, it's him."

Levy leaned forward, tense. "Still… that kind of damage would put even seasoned mages down."

As the smoke slowly cleared, the devastation of Rojo's rampage became apparent. The camera panned across the ruined construction zone: gaping craters scarred the asphalt, shattered office windows rained glass onto the streets below, and the twisted husk of the dump truck burned like a bonfire. A bulldozer lay overturned on its side, tracks bent and smoking.

The shot briefly lingered on something worse—a massive fuel tanker had been knocked onto its side, a steady stream of gasoline spilling out and snaking down the street toward the flames.

Above, Rojo hovered amidst the haze, her glowing eyes sweeping over the carnage with predatory intent. The camera dipped to the wreckage of the dump truck—and from within the flames, a figure emerged.

Heatblast strode out, his fiery body flaring brighter than ever. Not a single injury showed.

"You want me? I'm right here!" he called up. With deliberate mockery, he bent at the waist in a mocking curtsy.

The guild erupted in relief.

"Knew it!" Natsu crowed, grinning with fire in his own eyes. "He's fire—fire doesn't get burned!"

"I'm glad you're okay," Wendy whispered, clutching Ben's arm tightly again, her eyes wide with relief.

Ben gave her hair a reassuring ruffle, managing a small smirk. "Hey, no need to worry. I've taken worse hits."

Rojo's eyes glowed crimson as she let out a furious snarl, surging down like a missile toward her target. Heatblast didn't flinch. He waited, his stance steady, flames dancing hotter across his rocky frame.

At the last second, he shifted his weight and sidestepped smoothly. Rojo streaked past him, her momentum carrying her toward the toppled tanker.

Heatblast's molten grin widened. He raised a clawed hand and snapped his fingers together, letting a single spark tumble to the asphalt.

The droplet of fire hit the spilled fuel with a hiss. A chain of flames raced like lightning along the shimmering trail, streaking toward the tanker just as Rojo whirled in midair to reorient herself.

She didn't notice.

The fire reached the tanker—and in an instant, the world roared. A deafening explosion ripped through the street, a fireball billowing up with enough force to rattle nearby windows and send Rojo hurtling skyward flying over an office building.

Heatblast lifted one hand to his forehead in a casual salute, smirking. "See ya!"

Then, with no urgency, he turned his back on the blaze and walked away.

The guild hall erupted in cheers.

"That's what I'm talking about!" Natsu whooped.

"Heh. Not bad," Gajeel admitted grudgingly, arms crossed. "Sometimes all you need is one good setup."

Erza gave a firm nod. "That was excellent tactical awareness. He used his environment to outmaneuver her."

Still, there were some concern from other members.

"He shouldn't be walking away though." Carla stated. "Rojo is still a threat."

"Aye," Bisca agreed with a frown. "Can't just assume an enemy like that is finished. That's asking for trouble."

"What?" Ben shrugged. "I thought she was beat. I figured if I beat her bad enough, she'd get the message and back off."

"Clearly, she didn't," Erza said firmly, though without judgment.

"Yeah, yeah. I know." Ben waved off. "I should've gone to apprehend her. Lessons learned."


The scene transitioned back to Max's hospital room. He had waken up and the two cousins were telling their grandfather what happened with Rojo.

"When I was playing with the watch, I must've led her right to you!" Ben's words came out harsh, blaming himself.

Max, despite the injuries, managed a smile. "Since they moved me into a new room and you haven't gone alien since then, we're safe."

The guild shifted uneasily as Max's calm reassurance.

Erza's brow furrowed almost instantly. "Commendable sentiment, but inaccurate. They are not safe. Not in the slightest. If Rojo tracked them once, she can track them again."

Levy nodded in agreement. "They're still in the same hospital. If she comes back to search for them… all those patients and staff would be in danger."

Makarov exhaled heavily. "I get he's just trying to comfort his grandkids, but facts are facts."

Young Ben didn't agree though. "Yeah, just for this second. But what about tomorrow? Or the next day? It's getting way too dangerous for you guys to be around me." He said worriedly. "If I didn't have this stupid watch—" he snapped his wrist up, glaring at the Omnitrix, "—none of this weird stuff would be happening!"

"He's wrong." Juvia disagreed, wishing her words could be heard by the younger version of her beloved. "If Ben hadn't found the Omnitrix, then Vilgax would have. And if that monster had it…" She trailed off. "The world would be lost."

"Aye…" Elfman admitted reluctantly. "That squid-faced creep would've flattened everything. That watch landed with the right man."

Juvia lowered her voice, softer now, almost as though speaking only to herself. "And if he hadn't had it… I wouldn't be here either."

The sentiment was clear: Ben's choices, however messy, had saved lives.

Erza exhaled, arms crossed firmly. "Ben's frustrations are understandable. He is a child, shouldering a burden no one his age should carry. But that doesn't erase the truth. With that watch, he has saved countless lives already."

"Yeah," Cana agreed, swirling her drink lazily. "Like it or not, kid's the only reason half these cities are still standing. No watch, and poof—game over."

"Someone as young as you were shouldn't have had to go through this…" Wendy whispered, her small hands clutching Ben's arm. Her voice cracked with empathy. "It's not fair."

Ben gave a small, sad smile down at her, squeezing her hand gently. "You're not wrong. It wasn't fair. But even back then, I understood what my decisions meant. Even though I joked around a lot, I knew people would get hurt if I screwed up. I just… didn't know how hard it would be to live with those choices."

The camera shifted to Gwen, who was sitting in a chair on the other side of Max's bed. "Yeah, but since it won't come off, there's nothing we can do about it," she offered her cousin a small, encouraging smile, hoping to chip away at the storm cloud hanging over him.

But instead of easing, Ben's face hardened. "…Maybe. Maybe not."

The guild hall froze.

"What's that supposed to mean?" Gray asked, brows knitting. "That sounded way too ominous."

"He's not… he's not thinking of running away, is he?" Lucy asked worriedly.

"He'd better not," Erza said sharply, narrowing her eyes. "That would put him—and everyone else—at even greater risk."

"Or worse," Cana muttered darkly, her mug lowering. "He's thinking of doing something reckless. Like trying to rip it off himself."

"Which would be suicide," Levy added with alarm. "That thing's fused to his body—it's not coming off by force."


The scene transitioned to show Rojo staggered out of the wreckage of a car that she had crashed into. Civilians around her scattered in terror.

The guild reacted in a flurry of disbelief and anger.

"Good grief—she'd shoot at innocent people?" Lucy hissed, aghast. "There's no sense left in her at all."

Bisca's jaw tightened into a hard line. "Ben needs to take her down. I don't care what made her this way—if she's going to kill civilians like they're nothing, you can't hesitate."

Before she could lash out at any of them, her face contorted in pain. The same shrill tone returned, and she collapsed, eyes rolling as the vision took her once more.

"The Omnitrix—where is it?" Vilgax demanded.

Rojo snarled back, spite and pain mingling. "I couldn't get it. And how nice—you didn't tell me I'd be fighting a superhero! I am through!"

"She's really gonna talk back to the squid-guy?" Happy shook his head. "She's just asking for trouble."

No one was prepared when Vilgax answered—his form filling the vision—and then, in a motion both literal and metaphorical, swallowed her whole.

The guild fell into a stunned hush as the screen showed her tumbling down into that dark, veiny red pit.

"You get me the Omnitrix!" Vilgax thundered. "And if you fail again, your meaningless criminal life will be over! Now this time, make him come to you!"

A cold ripple ran through the hall.

"That's…blunt," Lucy said, voice thin.

"Vilgax doesn't do subtle," Ben remarked.

Cana gave a dry snort. "Well, that's one way to motivate someone."


The camera panned over the quiet hospital room. Gwen slept in a chair by the window, exhaustion written on her face. Max lay motionless in the bed, his breathing steady.

Ben stood at the side of Max's bed. His eyes lingered on Max for a moment, his expression torn between guilt and determination. Then, he placed a folded note on Max's bed.

"I'm doing this for you, Grandpa," he whispered, his voice thick with emotion. He then turned sharply and slipped out the door and breaking out into a run.

The guild hall immediately erupted.

Lucy gasped, hands flying to her mouth. "He's… he's really running away?"

"Foolish brat," Gajeel growled. "That's cowardly."

"No!" Elfman shouted. "He's protecting his family by separating himself from them. It's manly!"

But Erza shook her head slowly, her tone measured. "No, it's misguided."

Gray nodded reluctantly. "Yeah, I get what he's doing. But the kid's not thinking about how much worse it'll get."

Cana let out a long sigh. "Kids, huh? What're you gonna do…"

Makarov's brows furrowed in quiet sorrow. "A noble heart, but a child's reasoning. He should be drawing strength from his family, not abandoning them."

Juvia pressed her hands against her chest, her voice soft and aching. "Poor Ben… he thinks this is self-sacrifice. But Juvia knows—family should never be left behind. Not when the storm is at its worst."

Wendy hugged Ben's arm tightly, her eyes shimmering. "Ben, I get you didn't want your family to get hurt… but you need them just as much as they need you."

Ben gave her a small smile. "Yeah… I know, Wendy. But you'll see. Little me will learn that lesson soon."


The screen faded into the soft orange glow of evening. Ben sat on a lonely park bench.

Many wizards grew somber almost immediately.

Juvia's hands tightened over her heart, eyes glistening. "Juvia cannot bear to see him like this… all alone. He's just a child, carrying so much weight."

Mirajane frowned. "He should be with his family, not sitting out there by himself."

A cheerful voice cut through the silence. Another boy about Ben's age tossed a football toward his grandfather, who caught it with practiced ease. The boy ran forward, laughing, and threw his arms around the old man.

"I'm glad we can spend the summer together, Grandpa!" he exclaimed happily, squeezing tightly.

Ben's eyes lifted just in time to see them, the corners of his mouth tugging downward.

Many frowned at the scene, feeling sympathetic for ten-year-old Ben.

Lucy shook her head. "That just makes it worse… it's like he's being punished for trying to do the right thing."

Gray grimaced, scratching at the back of his neck. "I hate to admit it, but I get it. When you feel like you're the reason people are in danger, being near them feels wrong. But pushing them away just makes it worse."

Young Ben's attention was captured by a radio perched on the bench beside him.

"Reports say the armored assailant has incredible firepower and has blown up several police barricades before arriving at the Police Academy Training Center, just outside of Albuquerque."

Ben immediately stood, the hesitation that had weighed him down moments ago giving way to something firmer, sharper.

The guild stirred at once.

Cana's smirk was faint but approving. "There it is. Even when he thinks he's got nothing left, the kid still gets up. That's guts."

Elfman slammed his fist into his palm, grinning. "That's the manly spirit! Doesn't matter how low you feel, you rise up when others need you!"

Wendy's eyes shone with admiration. "He's so brave… Even when he feels all alone, he still wants to protect people."

Natsu gave a nod of respect. "That's what makes him a hero."

Erza folded her arms, her voice steady with approval. "Resolve forged in hardship. He has every reason to give up, yet he chooses duty over despair. That's the mark of someone truly strong."

Ben grinned, chuckling sheepishly. "You guys are too much. I just couldn't look the other way. That's all."

My hero. Juvia sighed happily, looking at Ben with a dreamy expression.


Back at the hospital, Gwen stirred awake. She blinked groggily, rubbing her eyes, before noticing something—Ben was gone.

"Ben? …Ben?" she called softly as she glanced around the room, but no trace of her cousin could be found.

Her eyes fell to Max's bed and noticed Ben's note. She picked it up, carefully opened it, and read it aloud: "Dear Grandpa and Gwen, I care about you both too much to keep putting you in danger. It's better this way. Love, Ben."

Elfman was already wiping his eyes. "Way to sacrifice yourself for the sake of family! That's what it means to be a man."

Levy frowned deeply, twisting her hands together. "Maybe, but it's still reckless! He's just a child… carrying all that weight on himself."

Lucy frowned. "He shouldn't be making decisions like this."

"With the power Young Ben wields," Makarov spoke up, "he'll be forced to make critical decisions moving forward—whether he's ready or not."

Max stirred at Gwen's voice, his groggy eyes opening. "Gwen? What is it?" he asked tiredly, trying to sit up despite the cast around his leg.

Before she could respond, the TV mounted in the corner caught both of their attention with breaking news. Gwen grabbed the remote and turned up the volume.

A reporter's urgent voice echoed through the room: "—The siege at the Police Training Center continues. Early reports say several officers have been injured."

Gwen's stomach dropped, realization hitting her hard. "Ben's gone… but I think I know where he went. I gotta go, Grandpa."

The guild reacted instantly.

Lucy shook her head, worry written across her face. "But Gwen doesn't have powers, doesn't have magic… what can she even do against Rojo like this?"

Macao muttered with a sigh, "It's dangerous… but I can't blame her. If it were Romeo out there, I'd go too."

Wendy clutched Ben's sleeve gently. "Gwen's scared, but she won't let Ben face it alone. That's… really brave."

Ben nodded, smiling. "Yeah, that's Gwen for ya."

Max struggled against his pillows, trying to push himself upright, his voice heavy with strain. "I'm coming, too."

"You can't go anywhere!" Gwen warned firmly.

Max's eyes hardened. "You can't go alone. It's too dangerous."

Several murmured in agreement.

Makarov stroked his beard solemnly. "He's right. Sending a child alone into a battlefield is unthinkable. Especially one without magic or any power."

But Max's words didn't sway Gwen. She grabbed the remote hanging from the side rail and pressed the button, the mechanical hum filling the room as the bed reclined slowly until it flattened completely.

Max's eyes went wide. "I can't get up now!"

"That's the point," Gwen shot back. She turned and bolted out of the room.

Max's hand lifted weakly after her, his voice breaking with urgency. "Gwen, get back here… Gwen!"

Cana tipped her mug toward the screen. "Smooth, Gwen. Real smooth."

Erza's brows furrowed. "It is clever… but dangerous all the same."

"She's rushing into danger to save family despite having no magic, alien powers, or whatever. That's more manly than most of the men I've met." Elfman declared.

"But she's a ten-year-old girl," Laki pointed out, exasperated.

Juvia frowned. "Gwen's the best option to bring Ben back… right now, they need each other."

While many were concerned with Gwen heading toward the danger, they couldn't help but greatly respect her courage.


The camera shifted outside to the dimly lit hospital parking lot. One paramedic jogged across the lot to another standing by an ambulance, his voice hurried. "They need us down at the Police Academy!"

The second paramedic, standing by the driver's side door, gave a sharp nod. "Then let's move!" He hopped in, slamming the door behind him as his partner sprinted around to the other side. In seconds, the engine roared and the ambulance peeled out, red lights flickering in the night.

What the medics didn't know was that Gwen had darted inside the back, crouching low and shutting the doors.

Cana chuckled. "Slick."

Erza's expression was stern but approving. "She showed initiative. Still, she'll need to tread carefully. Running into battle unprepared can end badly."

Bisca tilted her head, smiling wryly. "At least she's doing it for the right reasons. I imagine if we were in her shoes, we'd do the same."

Just about everyone in the guild agreed.


The screen cut to the Police Academy grounds, chaos unfolding. Sirens blared, flashing red and blue across shattered windows and the dented steel of overturned squad cars. Rojo tore through the lot like a storm. Tossing police cars left and right. Her shoulder-mounted blasters pulsed and fired searing lasers into the side of the training building.

"Figures she'd go after the police," Gray muttered, folding his arms.

"Given her disdain for authority, it makes sense." Erza said grimly.

"So, who do you think Ben will use to fight Rojo this time?" Happy piped up curiously.

"Four Arms would make sense," Macao suggested. "He could overpower her directly and he's durable enough to take her attacks."

"I'm all for it!" Elfman pumped his fist. "Four Arms is manly!"

Jet shook his head. "Nah. He needs someone fast enough to dodge those lasers. XLR8 would be the better choice."

"Why not Heatblast again?" Natsu asked. "He beat her last time."

"Only because he used his surroundings, Salamander," Gajeel pointed out gruffly. "There ain't any fuel tanks here he can blow up."

"Nor should he make a habit of that," Carla said sharply. "And even then it didn't defeat Rojo. It only delayed her next attack."

"Tch," Natsu clicked his tongue.

Levy added thoughtfully, "I've also noticed Ben rarely uses the same alien twice in an episode. Maybe it's subconscious—like his way of cycling through them all."

A streak of blue suddenly darted across the screen. Rojo staggered as the blur slammed into her twice in rapid succession, driving her to one knee. When the dust cleared, the armored figure of XLR8 stood proudly in the street, his taloned feet scraping the asphalt as he skidded to a halt.

"Looks like you got this party started without me!" the Kineceleran quipped, his voice buzzing with cocky bravado.

A cheer broke out in the guild.

"Ha! I called it!" Jet pumped his fist. "About time speed joined the fight."

But the victory was short-lived. With a sudden grab, she snatched XLR8's leg mid-stride and slammed him to the ground. Before he could react, her boot connected with his chest, sending him crashing into a police cruiser.

The guild winced collectively.

"Ouch," Happy squeaked.

"She's keeping up with him?" Lucy said in disbelief. "But XLR8's speed should give him the advantage!"

"Speed means nothing if you get caught off guard," Erza said firmly. "He underestimated her reach."

XLR8 shook his head while pushing himself up to his knees, watching the cybernetic punk as she approached.

"He wants his 'Omnitrix', he can have it!" she spat, her shoulder-eyes beginning to hum and glow, aiming squarely at the Kineceleran. "This is gettin' fun."

"Fun?!" Lucy's eyes widened. "She calls blowing up police cars and hurting people fun?!"

Bisca's jaw tightened, her hands curling into fists. "I've done things I regret, but even back then I never called it fun. That woman's lost all sense of reason."

Erza's gaze darkened. "She's enjoying the chaos."

Natsu's fists ignited in flames. "Then smash her face in, Ben! Show her what real fun looks like!"

Meanwhile, Gajeel said nothing. His eyes flickered with a shadow of memory—his old Phantom Lord days. He kept his mouth shut, shoulders rigid, silently stewing in thoughts he didn't care to share.

XLR8 raised his visor. "Who's 'he'?" He demanded before blurring out of sight, dodging Rojo's shoulder-eye lasers. In the blink of an eye, he zipped back in and hammered kick after kick into her chest.

"One good kick deserves another!" XLR8 quipped, punctuating the combo with a final heavy strike that sent Rojo skidding backward across the pavement. He landed neatly in a backflip, claws digging into the asphalt as he slid into a ready stance.

"So this is when Ben first realized someone bigger was behind her," Levy murmured. "At least a male."

"Yeah, but why didn't Tetrax just tell him outright?" Jet asked, scratching the back of his head. "Wouldn't it have saved a lot of trouble?"

Ben rubbed the back of his neck. "Wish I knew. Tetrax… well, he always had his reasons. If he didn't tell me, then it must've been important I didn't know yet."

"Sounds like a bounty hunter move," Gajeel said with a shrug. "They play their cards close to their chest."

Back on the screen, Rojo pushed herself up, seemingly unfazed despite the barrage of strikes.

"Those were some solid hits," Elfman said, pounding his fist into his palm approvingly. "Manly ones, too!"

"Yes, but she's still standing," Erza pointed out sharply. "That resilience is going to be a problem."

Rojo got back into a fighting stance, her shoulder-eyes glowing hot as she zeroed in on XLR8. But before either could make a move, the ground beneath them shook with a low rumble. Both turned their heads just as a massive armored vehicle rolled into view. Its treads crushed pavement and debris beneath its bulk, the long steel barrel of its cannon adjusting with a mechanical whine until it leveled directly at the two combatants.

The guild hall looked on in surprise.

"What in the world is that thing?!" Natsu blurted, eyes widening.

Ben explained. "It's called a tank. Basically, an armored mobile cannon from my world's military. They're designed to break through enemy defenses or deal with threats too big for infantry."

Several jaws slackened at once.

"You mean they're just… driving those around cities?!" Levy asked incredulously.

"Only when things are bad enough to call for it," Ben clarified with a grim nod. "The police academy being under attack by someone like Rojo definitely qualifies."

Erza frowned, crossing her arms. "Practical. Bringing such a weapon into a civilian area risks even more destruction."

Macao hummed thoughtfully. "Makes sense from their view. Something's tearing up their training center and tossing vehicles around? Of course they'd escalate."

Wendy's small hands balled into fists on her lap. "But… why are they aiming at Ben too? He's only trying to help!"

"Because they don't know that, kid." Gajeel said. "All they see is another monster. He's not wearing a big sign saying 'I'm the good guy.'"

XLR8 sprinted away in a blue streak, getting out of the tank's range. Rojo looked at him briefly before turning back to the tank. The ground thundered as the shell fired, slamming directly into Rojo. A deafening explosion swallowed her in a pillar of fire and smoke.

"Did… did that get her?" Wendy asked hopefully.

Gray shook his head grimly. "Don't count on it. She walked away from that other explosion like it was nothing."

From his spot, XLR8 peered through the haze. The tank rumbled closer, rolling past the scorched asphalt until it stopped squarely in front of him.

Macao rubbed his chin with a worried grunt. "Uh… should we be more worried about the fact that they're now aiming their big toy at XLR8 instead?"

"Wouldn't be the first time." Ben admitted, smiling.

The smoke suddenly tore apart as Rojo emerged, completely unscathed. Her cybernetic arms flexed as she bent low and then, with shocking ease, lifted the massive tank by its underside.

"Nice try," she sneered, her shoulder-eyes glowing like beacons. She hoisted the tank above her head. "But Speedy's all mine!"

"Guess not," Macao muttered, his eyes widening.

Many other wizards were shocked as well. Just how strong and durable was she?! Some wondered if they'd even stand a chance against her.

The tank crew scrambled out in terror, diving away just as Rojo hurled the armored machine like a child tossing a toy block. The tank struck the ground near XLR8, exploding in a massive bloom of flame and shrapnel.

Rojo smirked triumphantly—only for her grin to falter as a familiar blue streak zipped behind her.

She spun, claws swiping the empty air, but he was already gone again, appearing behind her to unleash a barrage of rapid-fire punches. Blurred fists pounded her jaw and chest, each strike echoing like thunderclaps. Finally, he dropped low, coiling like a spring, before launching upward with a devastating uppercut.

Rojo was sent flying skyward before crashing down hard into the asphalt.

"YEAH!" Jet hollered. "That's how it's done!"

Droy grinned. "Talk about about a way to combine speed and power."

Levy added, "I don't think she's finished yet. If that explosion didn't stop her, a few punches won't either…"

The guild's bookworm was proven correct as Rojo immediately recovered and returned to her feet, blasting lasers from her shoulder-eyes and successfully landing a hit, sending the Kineceleran skidding down the road.

"Ouch—that had to hurt…" Lucy winced.

Cana tipped her mug toward the screen. "Seriously, how's she giving him this much trouble? Ben took out those drones on day one, and Gwen broke one with a shovel."

"It's because of those nanites that were injected into her." Ben elaborated. "The drones on their own weren't much. But when those nanites merged with her, they boosted her strength, durability, her aim, her speed, everything. And unlike the drones, she wasn't just following programming. She was a human making choices, and that made her unpredictable."

The guild digested that uneasily.

"That's nasty," Bisca muttered, crossing her arms. "No wonder she's more dangerous than the tin cans."

Meanwhile, the wail of sirens echoed as Gwen's ambulance pulled onto the scene. The paramedics leapt out, one of them waving urgently.

"Who needs help?!" the first shouted, scanning the chaos—just in time for XLR8's body to come crashing down in front of them.

Before anyone could react, Rojo plummeted from above, smashing down on top of him and driving him back into the ground.

A collective flinch rippled through the guild hall.

"Yikes… That had to hurt," Jet muttered, wincing at the brutal landing.

When the smoke and rubble finally cleared, the sight made the guild's stomachs tighten. Rojo had XLR8 dangling in her cybernetic claws. For a tense heartbeat, it looked like she would finish him off.

But instead, she sneered and tossed him aside like a broken toy. Rojo didn't even look at him. Her glowing shoulder-eyes swiveled toward the paramedics, who were understandably terrified.

"Unbelievable…" Erza's eyes narrowed, disgust hardening her tone. "She had her opponent down, but instead she targets unarmed civilians?!"

"This bitch needs to be taken down, hard," Bisca spat, her drawl cutting sharp through the guild hall. The edge in her voice left no room for humor—her past as a bandit only made her disdain more real.

The medics broke. Terror etched across their faces, they turned and bolted as Rojo prepared to fire from her shoulder-eyes.

But just then, the back door of the ambulance swung open and Gwen peeked her head out.

"Gwen!" XLR8 gasped, instantly alert.

Pain or no pain, he snapped back into motion. His legs blurred, a blue streak cutting through the air as he zipped past Rojo, scooping Gwen up before the beam could fire.

The guild hall collectively sighed in relief.

In a blink, they were down the street, skidding into a corner alley.

"What are you doing here?!" XLR8 demanded, panic in his voice.

Gwen met his glare without flinching. "'It's better this way!' Sound familiar?" she shot back.

"Ha. She's got him there," Cana agreed.

Suddenly, the sharp, familiar beep-beep-beep cut through the alley.

The guild groaned in unison.

"So does that beeping!" he snapped bitterly.

In a red flash, XLR8's sleek form disappeared leaving Ben standing there.

"Seriously?!" Natsu slammed a fist against the table. "Why does that thing always bail on him at the worst time?!"

"Because that's how tension works," Cana deadpanned.

Elfman grumbled. "It ain't manly for a tool to give out on its user like that."

"Or maybe," Erza countered coolly, "it is manly that Ben doesn't give up even when the tool fails him."

Ben muttered, "Ah, just great!" just before a deep boom echoed nearby. He looked at Gwen. "Come on!"

The cousins dashed deeper down the alley, the roar of laser fire chasing close behind as Rojo descended, blasting wildly. The two kids darted behind a toppled plaque of the city map, huddling low. They waited for the cybernetic punk to fly out of earshot.

"Ben, you can't run away from us!" Gwen firmly declared.

Ben spun toward her, anger flaring. "Don't tell me what I can or can't do! This is MY fight, MY weird watch, not yours!"

But Gwen's eyes softened. "…Yeah, but… you're my weird cousin." She reached out, her tone shifting into something rare and tender.

That line landed heavy in the guild hall.

"She's right." Elfman teared up a bit. "I respect little Ben's sacrifice from before. But family sticks together—no matter how hard it gets."

"Yes." Mira's smile was warm, though her eyes glistened faintly. "That bond will carry them through more than any alien device ever could."

"Ben needs to learn it sooner rather than later," Makarov added gravely. "Power without friends and family beside you only weighs heavier."

The cousins flinched as a laser blast tore into the pavement just feet from their hiding place. Gwen immediately bolted, tugging Ben along. "In here!" she hissed, darting through the doorway of a nearby building.

Ben followed her into a large gymnasium. Rows of treadmills, weight machines, and pull-down rigs stretched out.

Their footsteps pounded against the floor—until a shrill ring-ring shattered the tension.

Both cousins froze. Gwen fumbled into her pocket, pulling out her phone. "…Hello?" she whispered, then shoved it into Ben's hand. "It's for you."

Ben quickly lifted it to his ear. "Hello? …Grandpa, can we talk later? I've got an indestructible robot-thing none of my aliens can take out!"

The guild broke into a mix of groans and chuckles.

"Seriously?" Gray pinched the bridge of his nose. "Indestructible? You've only tried two forms, kid."

Gajeel narrowed his gaze. "Where's Diamondhead? He could cut through that junk in no time!"

"Or Heatblast?" Natsu demanded. "He could burn her to a crisp!"

"Cause that worked so well before," Lucy murmured.

Elfman crossed his arms, huffing. "Or Four Arms again! Nothing beats raw manly strength."

"Except," Erza said flatly, "when your opponent has strength to match. Charging in without strategy would be reckless."

Levy tapped her chin but kept quiet, her lips pressing together with a knowing smile. She clearly had a theory of what alien form would be best to defeat Rojo, but wasn't going to spoil it.

"Still," Cana muttered, "calling your enemy 'indestructible' after a couple tries is… pretty defeatist."

Ben shrugged. "Hey, I was ten. Cut me some slack. When Rojo shrugged off XLR8's speed and Heatblast's flames, it felt like nothing would work. Didn't help that I was panicking about Grandpa, either."

"Ben, if you can't destroy it from the outside… take it down from the inside." Max advised.

Ben froze for half a heartbeat, then his eyes lit up. "That's it!" He grinned, energy surging back into him. "Thanks, Grandpa!" He hung up.

Behind him, Gwen smirked knowingly. "Guess you're not better off without Grandpa either, huh?"

Many were in full agreement with Gwen.

"Of course it'd be Max with the plan," Gray muttered approvingly. "The man's got a battlefield brain."

"Shows even the strongest need help from their allies," Erza added with a nod, her voice warm but serious. "Ben shouldn't shoulder it all himself."

Lucy smiled faintly, though her eyes were tinged with worry. "At least Gwen's proving he's not alone in this. He needed to hear that."

Juvia crossed her arms, her voice ringing with conviction. "Good. Ben must learn that family stays together."

"Aye!" Elfman barked, slamming a fist against his chest. "That's the manly way. Rely on your comrades when the fight gets heavy."

Wendy nodded earnestly. "If it were me, I'd want to stand with him too."

Even Cana raised her mug lazily. "Honestly, kid's lucky. I can't count how many of us learned the hard way you don't push your family aside."

Laki tilted her head, curious. "But… what's the plan? How does he get inside Rojo?"

Macao rubbed his chin. "Could it be Grey Matter? He used him before to scramble Kraab's and Sixsix's systems."


Ben activated the Omnitrix. The hum was all the warning Rojo needed. Her head snapped up from outside. With a roar of jets, she launched herself over the gym and blasted through the roof before Ben could even slam the dial down.

Ben and Gwen hid behind a column as he selected the form he wanted and pressed the dial down. In a flash of emerald light, Ben was replaced by the black-and-green Galvanic Mechamorph.

"Yes, I knew it!" Levy cheered, pumping her fist. "Upgrade's the perfect choice!"

"I see," Erza agreed, eyes narrowing with anticipation. "If he can merge with her machine parts, he may be able to disable or even remove them."

Freed's brow furrowed. "Or he could wrest control from her completely. Either way, that would change the battle entirely."

Rojo landed into the gym and walked around, scanning treadmills and rows of weight machines for her target. Above her, Upgrade was on the ceiling, silently waiting. The moment she stepped beneath him, unaware of his presence, he dropped like a curtain. His liquid metal form melded with her cybernetics while she struggled to rip him off.

"Ohh yeah!" Jet crowed, leaning forward. "Stick to her like glue!"

Erza's eyes hardened. "If he can pull her enhancements out of her body, this fight ends here."

But just as the guild's hopes began to rise, sparks of electricity crackled violently from Rojo's head. Then suddenly—

Everything shifted.

Upgrade found himself no longer in the gym, but floating weightlessly in a warped red-and-yellow void. Veins pulsed across the air like living cables, throbbing with sinister energy.

"W-What's going on?" Lucy asked, sounding uneasy.

Then the void rippled and a colossal figure of Vilgax emerged.

The Fairy Tail guild collectively stiffened.

"Whoa," Gray exhaled. "Guess Ben finally knows who's been pulling the strings."

"But… how?" Wendy asked, clutching Ben's arm.

"Because Upgrade fused with Rojo's cybernetics," Ben explained. "That gave me access to the psychic link Vilgax had set up with her. It was like tapping into a hidden channel… one I really didn't want to hear."

"Yeah," Cana muttered after a pause, "definitely creepy."

Vilgax's massive squid-faced form leaned down into Upgrade's vision, his every word dripping with menace. His raspy voice reverberated through the void. "Listen to every word: be afraid. You cannot run, you cannot hide from me. I will find you. And when I do, I will retrieve my Omnitrix… and destroy you!"

The warlord's maw opened wide, tentacles curling inward—and he swallowed Upgrade whole.

An uneasy silence spread across the guild hall. Even the rowdiest of wizards sat stiffly in their chairs.

"That's… disturbing," Lucy admitted, hugging her arms.

Disorientated, Upgrade was finally ripped off of Rojo's cybernetics and thrown aside.

Upgrade's vision swam dizzily. "Oooohhh…"

Wendy whimpered softly. "Ben was only ten when he saw that?" Her voice trembled with disbelief.

Ben's gaze softened. Without hesitation, he rested a hand on her shoulder and gave it a reassuring squeeze. "Hey… It was scary, yeah. But I'm still here. And I promise, I'll never let something like that touch you."

Wendy leaned against him, her fear tempered by his calm tone.

Natsu clenched a fist, flames sparking around his knuckles. "Tch… that overgrown squid thinks he's scary? I'd like to see him try that with me."

Gray shot him a sharp look. "It'd traumatize you, too, flame-brain. Don't act tough."

"Shut it, popsicle!" Natsu barked back, though the guild could tell his bravado was covering unease.

Cana exhaled into her mug. "Seriously though… if I was ten and saw that? I'd be in therapy for life."

Bisca frowned deeply, shaking her head. "The fact that Ben didn't just fall apart after that says more about his grit than anything."

On screen, as Upgrade recovered from that vision, he barely managed to dodge as Rojo opened fire, crimson beams scorching across the gym.

"Wait—how did she manage to pull him off at all?" Levy asked, frowning. "Doesn't he just… stay stuck when he merges?"

Ben lifted a shoulder in a small shrug. "Eh, cyborgs and sentient machines can resist Upgrade. She wasn't just some computer or car. Rojo had willpower backing up her hardware."

"Great," Macao muttered. "As if she wasn't dangerous enough already…"

Upgrade zipped behind Rojo, his black-and-green form melting seamlessly into the pull-down machine, upgrading it. Suddenly, the exercise rig sprouted two massive metallic arms under his control.

"Time to work out!" Upgrade quipped, clamping his arms around Rojo mid-flight and slammed her face-first into the machine again and again.

The guild hall erupted with laughter and cheers.

"Bwahaha! That's one way to use the gym!" Natsu howled, pounding the table.

"Smart thinking," Levy said with a grin. "If he can't overpower her directly, using the surroundings to disorient her might give him the edge to break through."

"Not bad for a kid," Jet added, clearly impressed.

"Beat the cyber right out of her!" Elfman cheered, fists pumping.

But Rojo was nothing if not stubborn. She managed to pull herself free from Upgrade's mechanical grasp. She landed hard on a treadmill. Upgrade's body spread like liquid metal, possessing the treadmill under her. With a violent whir, the machine activated at top speed, sending Rojo flying backwards—straight into the pull-down machine again with a crash.

Several wizards roared with laughter.

"Talk about running in place!" Cana snickered.

"That's what she gets!" Bisca added sharply.

"He's using the gym itself as a weapon. Very resourceful," Erza said with approval, though her gaze remained stern on the screen. "If he can keep her off-balance, he might have a chance to merge again and disable her cybernetics."

Upgrade and Rojo both scrambled upright. But this time, Rojo reacted fast—her shoulder-blasters hummed before spitting out a barrage of lasers.

Upgrade bobbed, weaved, and rolled, avoiding each blast by fractions of a second.

From her hiding spot near the wall, Gwen's eyes widened as she looked up. The beams of the gym's ceiling creaked, fissures spreading like cracks in glass.

"Uh-oh," Lucy muttered, paling. "If that building collapses…"

"Gwen's right there!" Wendy gasped, clutching Ben's arm unconsciously.

"Damn it, that kid better get her out fast," Gajeel growled under his breath.

"Rojo's reckless blasting is doing more damage than she realizes," Erza noted grimly. "Ben will have to end this quickly—before the entire gym comes down on their heads."

The gym's doors suddenly burst open with a deafening bang. A squad of armored S.W.A.T. officers stormed in, weapons drawn, their flashlights cutting through the dusty haze.

Rojo, mid-barrage, turned her cannons on them, firing wildly. The beams shredded exercise machines and sent chunks of plaster raining from the ceiling.

"Duck!" Gwen shouted. The officers dropped low just in time as one of the searing beams scorched over their helmets.

The guild collectively exhaled, several clutching the edges of their seats.

"Close one!" Alzack hissed.

"Those men are brave," Erza said, her expression grim. "Charging into something they couldn't possibly understand."

"They gave him an opening, though," Levy pointed out. "And he needs that badly."

Upgrade seized his chance and charged her. He slammed into Rojo, pinning her down.

"Now this won't hurt a bit!" Upgrade declared, spreading across her body like liquid metal.

Rojo thrashed violently, eyes wide. "Ahhh, get outta me!" she screamed as arcs of green electricity crackled from their merging point.

The S.W.A.T team and Gwen froze, watching as sparks leapt across the floor, the two combatants locked in a brutal technological tug-of-war.

The guild leaned forward, the tension thick.

"Come on, Ben…" Wendy whispered softly.

Finally, with a burst of energy, Upgrade pulled free, reformed, and stood over Rojo. "Okay, I lied," he admitted cheekily.

Several wizards chuckled despite themselves.

"Cheeky brat," Cana smirked into her mug.

Rojo staggered to her feet. The red cybernetic plating covering her face and arms flickered, then crumbled. The glowing eye-pieces dimmed and fell away with a metallic clink. Her hardened skin softened, reverting back to normal flesh as the last of the nanite corruption dissolved.

"I'm… normal," she breathed, staring at her hands in stunned disbelief.

"Abnormal's way more like it," Upgrade shot back flatly.

The guild couldn't help but burst out laughing, several nodding in agreement.

"Sharp tongue," Mirajane chuckled.

"He's not wrong," Gray said dryly.

"Aye sir! That was a good one!" Happy praised.

"Can't say she didn't deserve it," Bisca added firmly. "She brought all that chaos on herself."

"And now she's just human again," Erza said, arms folded. "Stripped of power. Fitting."

Rojo's voice trembled as she stumbled backward, hands still shaking. "Look, I—I don't know what came over me. Come on, please, you gotta help me!" She pleaded. Her gaze flicked almost imperceptibly to the floor, where her battered rifle had begun rematerializing out of the scattered tech debris.

The guild hall immediately stirred.

"Don't listen to her!" Droy barked.

"She's fakin' it!" Jet agreed, scowling.

Bisca's eyes narrowed, voice sharp. "She's full of it. The fact that she's inching toward that rifle says it all. She hasn't given up—she's just biding her time."

"I-I'm just a girl," she pressed on, trying to sound helpless.

"Yeah. Not buying that," Cana muttered darkly.

"She's as much of a 'girl' as Erza is harmless," Gray snorted.

"Exactly," Erza said coolly, crossing her arms. "Weakness as a mask. It won't work here."

Then, in a flash, Rojo dropped the act. She kicked her rifle off the floor, flipping it into her arms with practiced ease.

Several voices exploded in the guild hall at once:

"NO!" Macao roared.

"Called it!" Bisca said bitterly.

"Unbelievable—she's still at it?!" Lucy cried.

But before Rojo could even lift the weapon, a figure darted from behind.

"Guess what? So am I!" Gwen shouted, her voice fierce. She slammed her foot into Rojo's back, sending the gang leader sprawling face-first onto the ground. The rifle clattered out of her hands and skidded across the gym floor.

Rojo groaned, knocked out by the blow.

The guild hall erupted in cheers, loud and triumphant.

"YEAH! Get her, Gwen!" Natsu hollered, fist pumping in the air.

"Atta girl!" Cana laughed, raising her mug in salute.

"Mini-Erza strikes again!" Happy added.

The women especially seemed satisfied.

"She really took her down. Gwen's so cool!" Wendy's eyes sparkled with admiration.

"Poetic," Mirajane mused with a smile. "A girl bringing down a girl who thought she could hide behind the same excuse."

"Good work, Gwen," Juvia agreed, her voice proud.

"Wait a second," Macao said, scratching his chin. "It took Four Arms throwing two drones at her earlier just to knock her out. Yet Gwen just floored her with one kick?"

That made several others pause.

"She does have a point," Levy noted, tapping her chin thoughtfully.

"Yeah," Gray added. "Is Gwen stronger than she lets on?"

The guild looked toward Ben expectantly.

He only smirked slyly, leaning back in his seat. "No spoilers. You'll have to find out the same way I had to."

Several wizards groaned, dissatisfied.

But that answer made the hall light up again, speculation flying.

"She's totally hiding some sort of power!" Evergreen insisted.

"I'm going with Mini-Erza!" Cana said, grinning wider.

"Ben did say that she would learn to use magic." Lucy pointed out. "Maybe it's tied to that?"

"Whatever it is," Erza said with finality, "she struck with courage and precision. That alone is strength."

Immediately, the ceiling groaned and the building started to fall apart.

"Gwen, we gotta go!" Upgrade urged.

Without hesitation, Gwen sprinted for the nearest exit, the dust cloud growing thicker behind her. Upgrade then scooped up Rojo's body before dashing after his cousin.

The entire guild hall stirred with murmurs of respect.

"Even after everything she's done…" Levy said softly, a mixture of awe and pride in her voice.

"…he still carried her out," Mira finished, smiling faintly. "That's what makes him a real hero."

"Manly!" Elfman boomed.

Others nodded solemnly.

"It's the right thing to do," Erza stated firmly. "Mercy in victory, even for an enemy."

"Wouldn't have blamed him if he left her though," Macao muttered.

"Yeah, but that's not who he is," Wakaba countered, raising her mug. "Kid's got a better moral compass than half the adults I know."

The mages shared one last look, their pride in Ben's actions undeniable. Even weighed down by responsibility, danger, and mistakes, he still carried his enemies out of a collapsing building. That, they all agreed, was the mark of a true hero.

Upgrade burst out of the collapsing gym, the building finally crashing down in a thunderous heap behind him. He jogged forward and passed Rojo's limp form into the waiting arms of a S.W.A.T officer. "She's all yours!" the Galvanic Mechamorph quipped, waving casually before he and Gwen retreated.

The guild exhaled in collective relief.

"Finally," Bisca said firmly, arms crossed. "She can be locked up where she belongs."

"Better for everyone," Gray agreed.

"Think they'll be able to hold her?" Cana asked skeptically.

"She doesn't have those machines anymore." Mira said. "So, unless there's a residual trace of those nanites in her, it shouldn't be an issue."


The following morning, sunlight streamed across the hospital steps as Ben, Gwen, and Max emerged together. Max hobbled slightly, leaning on his crutches, but there was a smile on his face as he drew in a long breath of fresh air.

"Ah, it's good to get outta here and get back on the road!" he declared warmly, making his way toward the Rust Bucket.

Team Shadow Gear all nodded knowingly.

"Two days in Magnolia's Hospital… I remember that," Jet muttered, his voice heavy with the memory.

"Yeah," Droy added, rubbing his arm unconsciously. "after we woke up, felt like the walls close in on you fast."

Levy smiled faintly. "I get what he means. That first step outside feels like freedom."

Gajeel, with his sensitive hearing, heard their comments and grimaced to himself. Still not forgiven himself for being the one who put those three in the hospital.

As the family reached the RV, Gwen turned toward her cousin, her brow furrowed. "So, Ben, what happened back there in the gym? It's like you were possessed or something."

"I—I don't know. It was like… when I went Upgrade, I saw this alien." Ben informed them. "We were both floating through space and he was talking to me. He looked kinda like he had this octopus on his head. He said… I should be afraid."

"Still can't get over how creepy that whole thing was," Cana shivered.

"No kidding. I've never seen Vilgax in person, but I still feel chills," Gray admitted. "Me! Chills!"

Lucy hugged her arms around herself. "And at this point he's still supposed to be injured…"

Erza crossed her arms, her expression grim. "It's the weight of his presence. Some opponents… you just know they're beyond your league."

Wendy nodded timidly, biting her lip. "I don't even want to imagine fighting someone like that."

Makarov's voice rumbled with quiet wisdom, drawing every ear. "That feeling you describe, all of you—it is instinct. A warning deep within you, telling you when you are outmatched. It screams at you to run, because to stand and fight would mean certain death."

No one argued with him. The truth of his words hung in the air heavily.

Young Ben turned to his grandfather, studying his expression. "Grandpa, you look afraid." he said, worry edging into his voice.

Max straightened slightly. "I'm… fine," he assured, forcing his tone steady.

Several in the guild exchanged skeptical looks.

"He's hiding something," Gajeel muttered under his breath.

"Yeah," Cana agreed. "That wasn't a 'fine' fine. That was a 'shut up and don't ask questions' fine."

Erza's eyes narrowed. "I sense experience behind his words. This isn't his first encounter with creatures like Vilgax."

Max softened his voice. "And you'll be fine too. As long as we stay together."

That earned a smile from Ben. "Sounds good to me." He and Gwen climbed happily into the Rust Bucket.

The old man's face softened with a smile as he watched them go. But his smile slipped away, replaced with a troubled frown as his eyes drifted toward the horizon. His jaw tightened, as if memories long buried had surfaced.

Lucy tilted her head. "…He is scared. He's just putting on a brave face for them."

"Brave, but reckless," Carla added, her tail flicking. "If he knows more, shouldn't he be honest with them?"

Makarov stroked his beard, his tone contemplative. "Not necessarily. Children can only bear so much. If Max has experience with these beings, then perhaps he hides the truth not to deceive—but to protect."

Bisca crossed her arms with a thoughtful frown. "…Experience, huh? That would explains things."

Gajeel scoffed. "The old man is definitely more than just some old toliet fixer. There's something else going on."


Far above Earth's atmosphere, the Chimeran Hammer drifted silently through the void. Inside the room where Vilgax's healing tank was se tup, two menacing blood-red eyes burned from triangular window.

A shiver rippled through the guild hall.

"He's still terrifying, even stuck in that tank," Lucy murmured, hugging herself.

"Why though? He's injured—weak." Jet frowned, though he didn't sound convinced.

Macao shook his head grimly. "That's what makes it worse. Even weakened, he radiates malice. You know he's plotting."

Elfman scowled. "That look… it's not a question of if he'll come back stronger. It's when."

"Yes," Erza agreed, her tone steady but tense. "A setback like this won't deter him. It will only fuel his resolve."

Levy bit her lip nervously. "It's like every failure just stokes the fire inside him."

"Which means," Wendy whispered, clutching her sleeves, "the next time he shows up… he'll be even scarier."

The guild fell into uneasy silence, eyes lingering on the glowing red orbs that glared from space.

The screen faded to black. A moment later, glowing runes shimmered across the air above the monitors:

"INTERMISSION — 15 minutes until the next episode begins."

Notes:

Hope you all enjoyed this installment! I can't thank you enough for all the follows, favorites, and support this story has gotten so far—it really means a lot.

[1] For this chapter, I decided to go with the revision that CelestialEmpressSandra made in her "Class 1-A Reacts to Ben 10" story. Heatblast absolutely should've been able to melt those boulders with his flames. The only reasonable explanation in the original episode is that he was "holding back," but that makes no sense considering his plan was to melt the rocks. Maybe it was just the writers going for comedy and raising the stakes with the construction workers down below. Either way, I leaned into the logical route instead.

Outside of that, I kept the episode mostly unchanged.

Be sure to check CelestialEmpressSandra's work out if you haven't.

Due to AO3 guidelines, see my FanFiction.Net profile for ways to support me.

Since this is my first fanfic, I'd love to hear your thoughts—so please leave a comment or critique in the comment section below. Your feedback really helps!

Chapter 10: Episode 9: Last Laugh

Summary:

The Fairy Tail guild discovers that Ben used to have a fear of clowns. However, instead of teasing him about it, they discover that fear is very justified with Zombozo.

Notes:

Disclaimer: Ben 10 and Fairy Tail are not mine — I'm simply a fan playing in their sandbox. All credit goes to the original creators.

(See the end of the chapter for more notes.)

Chapter Text

Several minutes had passed since Episode 8 concluded, and the guild happily chattered amongst themselves, voices overlapping in cheerful disarray. Amid the laughter and noise, Bisca leaned back in her chair, arms folded loosely, eyes distant. The usual sparkle in them was dulled.

"Rojo…" she murmured, barely louder than the hum of conversation around her. "She reminds me too much of who I used to be. That wild, careless 'Mulan Rogue' who thought the only way to survive was to live outside of everything. Never belonging anywhere."

Erza turned at once, scarlet hair gleaming as her eyes locked on Bisca. Her voice was firm and steady. "Bisca. That is not who you are anymore. We all carry shadows in our pasts, but we are not prisoners to them. You made a choice to change, and that choice is what defines you."

Alzack quietly slid his hand over Bisca's, grounding her. "You left that behind long ago. You built a life here. That woman you remember — she never would have let herself belong to something as good as Fairy Tail. You did."

Bisca gave a small, humorless laugh, though her grip on Alzack's hand was faintly trembling. "Easy to say… harder to believe. When I see Rojo bossing people around, putting herself first, hurting others — I can't help but think of all the times I did the same."

Erza's expression softened. "I understand. It is painful, yes — but it is also a reminder. You have risen above that path. And even if old wounds ache, the fact that you feel this remorse proves how far you've come."

"Exactly," Alzack said, his voice gaining quiet strength. "You're not her, Bisca. You're the one who protects her guild, who stands by her friends without hesitation. Rojo would never risk everything for someone else. But you? You already have, more times than I can count."

Bisca blinked, moisture gathering at the corners of her eyes. She lowered her gaze, letting out a long breath before leaning gently against Alzack's shoulder. "You two… always knowing what to say. You make me feel like I actually deserve where I am."

"You do," Erza said without hesitation. Her lips curved into a gentle smile. "The past may shape us, Bisca, but it does not define us. You are not condemned to be your mistakes. You are proof of redemption."

Alzack squeezed her hand, his thumb brushing over her knuckles. "Don't ever doubt that 'cause I'll always see the woman who chose Fairy Tail, and chose us."

Bisca swallowed hard, then let out a shaky laugh, wiping her eyes with her free hand. "You're both too good to me… but I'll take it." A bit of her sparkle returned as she gave Alzack's hand a firm squeeze.

Right on cue, the glowing runes above the monitors shimmered back to life. Their golden light spilled across the guild hall, dimming the chatter and drawing everyone's eyes upward.

"INTERMISSION COMPLETE — PLEASE TAKE YOUR SEATS. The next episode will commence shortly."

The message pulsed once before dissolving.

"Guess that's our cue," Cana said, stretching her arms overhead before flopping back into her seat at the bar.

Chairs scraped, boots shuffled, and the guild gradually returned to their seats scattered across the hall. Excitement buzzed faintly, everyone curious what kind of adventure would play out next.

The runes shimmered again, shifting, letters dancing until they settled into their new arrangement:

"Episode 9: Last Laugh."

The words glowed ominously above the lacrima screen.

"Last Laugh?" Gray tilted his head. "That… doesn't sound very cheerful."

"Aye…" Happy added, his wings twitching uneasily. "Sounds kinda dark, actually."

"Maybe it's about some prankster villain," Lucy guessed, though her tone lacked conviction.

"Or a jester who goes too far," Levy murmured.

While the guild speculated, Ben shifted in his chair. His arms folded across his chest a little too tightly, and he forced his expression into something neutral. A faint sheen of sweat betrayed him, however.

"Ben?" Wendy asked softly, catching the change in his demeanor. "You seem… uneasy. Are you okay?"

Juvia leaned forward, her eyes worried. "Yes, Juvia noticed it too. Is something troubling you?"

Gajeel smirked. "What's the matter, Tennyson? You look like you already know the punchline, and it ain't funny."

Ben forced a chuckle, waving his hand dismissively. "Nah, nah, it's nothing. Just… the title jogged a memory, that's all. I think I know where this is going, but hey—no spoilers, right?"

His grin didn't quite reach his eyes.

Juvia tilted her head. "So you do know something?"

"Maybe," Ben said quickly, shrugging like it didn't matter. "But you'll see for yourselves. It's not a big deal."

He looked back at the glowing title, jaw tightening for a moment before he shook his head, muttering under his breath, "It's fine. I was a kid then. I can handle it now."

Erza, seated nearby, caught the low tone but chose not to press further.


The screen brightened to reveal a pier-side carnival at night, its neon lights reflecting in the rippling water. Laughter and the faint sound of carnival music echoed in the distance.

Down on the docks, two robbers scrambled down a ladder into a small rowboat, a bulging sack of loot clutched between them.

"Knocking over that yacht was a piece of cake!" the first robber boasted. Both men burst into laughter.

"Ugh, more bandits," Gray muttered, crossing his arms. "Why am I not surprised?"

"Seriously," Levy added. "Just about every episode so far has started with some group committing a crime."

"That's what makes it fun," Ben chuckled. "That summer? It was Hero Time all the time."

A few guild members laughed at the phrase, while others rolled their eyes in amusement.

Back on the screen, the first robber leaned over the side of the boat, his eyes narrowing at the water's surface. Ripples spread across the dark water. Suddenly, a pair of glowing green eyes flashed upward at him from beneath the waves.

Before the robber could shout, a scaly arm shot out of the water, clamping over his face and yanking him down into the depths.

"Whoa!" shouted several guild members at once, jolting forward.

The second robber spun around, confused. His eyes widened as he spotted only his partner's beanie bobbing on the water's surface.

"Ripjaws…" Juvia sighed dreamily, her hands clasping together. "Juvia is very happy to see him again."

"Smart move," Erza noted with approval. "Stealth and surprise are valuable tools against criminals who expect only brute force."

"Bah!" Natsu scoffed, waving a hand dismissively. "Forget sneaking around. I'd have just jumped in and clobbered both of them head-on."

"That's because you've got no tact," Gray shot back instantly.

"He's right, Natsu." Erza agreed. "Not every fight needs you to start with you charging in."

Lucy sweat-dropped, murmuring, "You two have no room to talk."

Onscreen, Ripjaws' face broke the surface, glowing eyes fixed on the lone robber scrambling across the pier. Panicked, the man bolted up the ladder and sprinted, shoes slapping against the wood. Ripjaws followed silently beneath the water, tracking him.

The robber risked a glance over his shoulder, slowing just enough—when suddenly, Ripjaws erupted from the water in a tornado-like surge, cascading droplets raining everywhere as his form slammed onto the pier.

"Whoa…" Levy breathed, eyes wide. "That entrance!"

"Amazing!" Wendy gasped, hands clasped.

"While Juvia is impressed, how did he do that?" Juvia tilted her head, puzzled. "Ripjaws doesn't have water magic. Does he?" She glanced at Ben curiously.

The Omnitrix bearer chuckled. "He doesn't. It's just displacement. When something that big breaches, like whales do, all that water has to go somewhere. Looks dramatic, doesn't it?"

"Who cares?!" Natsu grinned, leaning forward eagerly. "That bandit's toast now!"

"Fish food's more like it," Happy corrected with a cheeky grin.

The robber stumbled backward in terror until his back hit a hot dog cart. With a panicked cry, he ducked behind it and shoved it over. Hot dogs and containers clattered across the pier as fuel spilled across the planks, pooling at Ripjaws' clawed feet.

Then—snap! A loose wire fell from the cart, landing in the liquid. Sparks flared, igniting the fuel into a rushing blaze that spread in an instant, fire encircling Ripjaws.

Ripjaws gasped, his gills flaring.

"Uh-oh…" Lucy's hands flew to her mouth. "That's not good!"

"On land already… and now fire too?" Erza's brow furrowed. "That combination could prove disastrous."

Wendy bit her lip, worry in her eyes. "Ripjaws can't stay on land for very long."

Natsu scoffed. "Tch. Come on, he's tough! Fire can't be that bad for him."

Gray raised an eyebrow, smirking. "Oh yeah? How long do one of your catches last when you roast 'em in fire?"

Natsu blinked twice in realization. "Oh…"

The guild snickered.

The robber sneered, his confidence returning as Ripjaws staggered in the fire's glow. "Gotta love an old-fashioned fish-fry!" he taunted.

Ripjaws wheezed. The flames' heat seared the moisture from his body, leaving him dehydrated and struggling for breath. "Hey… can't breathe… water… water…" His voice cracked as he collapsed onto the pier.

"Oh no!" Wendy cried, clutching her hands together.

"Ripjaws needs water." Juvia's eyes brimmed with worry. "If only Juvia could've been there!"

"C'mon, fish-man," Natsu muttered. "Get back in the fight."

Ripjaws' eyes suddenly flickered with determination. Raising a clawed fist, he slammed it into the wooden planks beneath him. With a loud crack, the boards splintered, collapsing under his weight. Ripjaws dropped through the hole and plunged back into the ocean below.

The guild collectively exhaled in relief.

"He made it back in time," Erza said with a nod, her shoulders easing slightly. "That was close."

The robber chuckled to himself, oblivious. Without warning, Ripjaws exploded up from the dock beneath him, jaws wide. The alien clamped his teeth around the robber's torso—not biting down but holding him fast. With a powerful twist of his body, Ripjaws hurled the man into a carnival game stand. The wooden structure shattered as cans toppled in a clattering avalanche.

The guild erupted with cheers.

"Yeah!" Natsu pumped his fist. "That's what I'm talkin' about!"

"Those jaws though…" Gray whistled low. "Scary as hell. If he'd bitten down harder—"

"—he'd be in two pieces," Cana finished with a grin. "That guy's lucky."

"Ben," Levy asked curiously, "how do you keep control with something that powerful? It must be hard not to… go too far."

Ben shrugged with a smirk. "Same way you guys don't go too far with your magic—" He stopped himself, realizing how silly that sounded with this group. "Um, well… Anyways, it's all about practice. I've got a pretty good handle on my aliens' powers. It's about knowing their limits—and mine."

"Well," Erza said approvingly, "your restraint is commendable. That criminal is fortunate you showed it."

Many wizards nodded, impressed.


A short time later, flashing red-and-blue lights cut across the carnival grounds. The robber, now bound and scowling, was shoved into the back of a police car. One of the officers turned toward the towering figure of Ripjaws.

"I don't care what anybody says, you Circus Freaks are okay by me!" the officer said firmly, giving him a nod of approval.

"Circus freak?" Levy repeated, tilting her head. "That sounds rude."

"Indeed," Erza agreed, her tone clipped. "Such a label shows ignorance."

"Still," Lucy admitted, "at least they're thankful Ripjaws caught the bandits."

"He should get a reward since he did their job for them." Gajeel commented.

Ripjaws bristled at the remark. His deep voice rumbled with indignation. "'Circus freak'? I'm not a circus freak, I'm a superhero!" With that, he launched himself backward in a majestic arc, plunging into the water and vanishing beneath the waves.

The officer huffed. "Hmph. Looked like a freak to me…"

The guild collectively frowned.

"Ungrateful jerk," Cana muttered.

"Yeah," Gray added. "Guy saves him the trouble of chasing down crooks and that's his response?"

Juvia's lips pursed. "People can be cruel to those who look different."

Makarov stroked his beard thoughtfully. "Our own world is guilty of the same thing, however. Not everyone accepts what they do not understand."

The guild nodded somberly.


Later on, the Rust Bucket rumbled down a quiet road leading into the next town. It was cloudy and dark despite being day, giving a gloomy atmosphere. Out of the darkness though, a colorful billboard came into view.

Gwen leaned toward the window, eyes lighting up. "'Zombozo's Travelling Circus of Laughs'? Cool!" she exclaimed.

The guild hall immediately broke into chatter.

"Oh! A circus," Mira said, smiling fondly. "It's been ages since I last saw one."

"They're always lively places," Elfman added with enthusiasm. "Full of beasts, acrobatics, and courage! So manly!"

"Circuses are alright," Cana shrugged. "Good food, plenty of noise… not really my thing, though."

"Juvia likes them very much," Juvia said softly, a small smile tugging at her lips. "They were one of the few entertainments she could enjoy growing up. Since most circuses are held in tents, the rain could never spoil them."

"That's actually really sweet," Cana murmured, smiling at her.

"I've never been to one," Wendy admitted, her eyes wide with childlike curiosity.

Ben chuckled. "I can fix that. Sometime, I'll take you to one myself."

"Really?!" Wendy beamed, nearly bouncing in her seat. "That would be amazing, Ben!"

"Circus, huh?" Natsu leaned forward, grinning. "Bet they've got fire-breathers. I'd show them a thing or two!"

Gray rolled his eyes, smirking. "Of course you would. Hey, why don't you join 'em while you're at it?"

"Shut up, stripper!" Natsu yelled.

The billboard's clown mascot grinned eerily down at the Rust Bucket, its painted face looming large.

Lucy shivered. "Ugh… I don't know. That Zombozo guy looks really creepy."

Erza's gaze narrowed on the unsettling image. "Creepy or not, appearances can be deceiving. We should wait and see."

Grandpa Max's eyes lit up as he looked at the billboard. "Ah, I haven't been to a circus since I was a boy. Sounds like fun! What do you guys think?"

"I love the circus!" Gwen cheered brightly.

"That's because you belong in one," Ben muttered under his breath.

Several wizards disapproved of Young Ben's comment.

"That was mean," Levy frowned. "She didn't deserve that."

"Oi, it was uncalled for," Gray crossed his arms.

Lucy blinked twice. "You just said Natsu should be in one, Gray." She called him out on his hypocrisy.

"Tch," Gray clicked his tongue. "Well, he does."

"Gray, your clothes." Cana pointed out while downing a mug.

He glanced down to see he had stripped down to his black boxers. "CRAP!" He fumbled around for his clothes.

Happy sighed, exasperated. "Too bad. And he was doing so well to."

"Ben…" Max's tone carried warning as he shot his grandson a look.

"Nah, circus is kids' stuff," Ben scoffed, leaning back in his seat.

The guild blinked, then nearly all of them spoke at once. "You are a kid!"

Mira shook her head. "What on Earthland is he talking about?"

"Hello? What are we?" Gwen pointed out.

Ben stretched his arms, letting out a loud, fake yawn. "Besides, it's—it's pretty late," he tried to excuse himself.

"Ben, it's 11 o'clock in the morning," Max countered flatly.

"Could've fooled me," Cana remarked. "With how dark that sky looks, I'd have guessed evening too."

"Excuses…" Erza said firmly, eyes narrowing. "He simply doesn't wish to admit he's avoiding the circus."

Levy nodded thoughtfully. "Yeah. He's definitely making it up. But why?"

Young Ben suddenly threw his arms up, his voice sharp with irritation. "Fine by me! Okay, alright! You guys wanna go see some stupid circus? Fine!" he snapped, louder than before.

The guild frowned at his outburst.

"Whoa, no need to get snippy," Cana muttered, raising an eyebrow.

"Why's he so angry all of a sudden?" Wendy asked softly.

"It's obvious something is bothering him," Erza observed, her gaze thoughtful. "This isn't simple stubbornness."

"Could it be," Levy suggested cautiously, "that he's actually… scared of something at the circus?"

The guild's attention shifted toward Ben. He shifted in his seat, his lips pressed into a thin line. "I'm not admitting anything." He crossed his arms, looking away.


The Rust Bucket came to a stop at the edge of a sprawling park. A massive big top circus loomed in the middle of the grounds, its stripes bright under the overcast sky. A steady stream of townsfolk filed past Max, Gwen, and Ben, all eager to get inside.

"Ooh, looks like the entire town's turned out for the show!" Max noted, clearly impressed as he watched the crowd pour in.

Ben trailed along behind, his eyes drawn upward to the posters plastered across the entrance. Each one featured the same grotesque figure: a clown with a mop of crimson hair, a shiny blue fake nose, a wide, toothy grin, and a tall top hat. Beneath the cheerful paint, however, his eyes gleamed with something… sinister.

The image seemed to follow Ben's gaze, glaring down at him. He stiffened, his steps faltering slightly.

"Creepy…" Cana muttered, frowning at the poster. "What's the deal? Aren't clowns supposed to make you laugh? That guy looks like he'd steal your wallet."

"Or your soul," Levy added, shivering as she hugged her arms.

"Juvia doesn't like him either," Juvia said, visibly unsettled.

"Yeah," Gray agreed, narrowing his eyes. "That's not the kind of face you want to see at a circus."

It was Gajeel who leaned forward, smirking as realization clicked. "Heh. I get it now." He turned to Ben with a pointed look. "You're afraid of clowns, aren't yah?"

The guild quieted at the accusation, heads swiveling toward Ben.

For a long moment, Ben said nothing. His arms folded tightly across his chest, his gaze locked on the screen.

Finally, he spoke, his voice flat. "Was."

The correction hung in the air.

Several guild members instantly pounced and laughed out loud.

"Ben, seriously? Afraid of clowns?!" Gray smirked.

"Dude! That's hilarious!" Natsu added, laughing.

"Of all the things in the world to be scared of…" Cana shook her head, clearly amused.

But not everyone joined in.

Lucy frowned, tilting her head. "Honestly, I don't blame him. Look at that poster. That Zombozo is terrifying."

"Aye," Happy agreed quickly. "He's creepy enough to make anyone run!"

"He's just a clown," Elfman scoffed. "What could be so bad about him? A real man wouldn't flinch."

Erza's eyes lingered on the poster with suspicion.

Through it all, Ben remained silent, arms still folded. Then, almost too quiet to catch, he muttered darkly under his breath: "You'll see soon enough…"

Young Ben tried one last time to wriggle out of the situation. "It's probably sold out, we're probably just wasting our time," he muttered to his grandfather.

Before Max could respond, a sudden blast of light cut through the crowd. A spotlight illuminated a circus barker perched high on a pedestal, his voice booming with theatrical flair.

"Step right up and see! The finger-shaped freak of nature, whose strength knows no bounds—THUMBSKULL!" he cried, sweeping his arm dramatically to the side.

Gasps rose from the audience as a massive figure lumbered forward. His skin was a pale white, his frame towering and muscular. Most striking of all was the grotesque "fingernail" protruding from his forehead, catching the light as he scowled. In one hand, he held a thick metal rod.

With a grunt, the man bent the rod against his skull. The crowd hushed in disbelief.

Several wizards reacted instantly.

"Whoa…" Gray muttered, eyes narrowing. "That's… different."

"Did he just bend steel with his head?" Lucy asked, her jaw dropping slightly.

"Looks like it," Cana replied, raising her drink. "And I thought our jobs were strange."

Elfman whistled loudly, fists clenched in admiration. "Now that's a man! The strength! The durability! Such manliness!"

"Manliness?" Evergreen scoffed, shaking her head with a sigh. "More like hard-headedness."

Thumbskull casually tossed the bent steel rod high into the air. A flash of crimson moved across the stage, and a pale-skinned woman stepped into the spotlight.

"…And presenting, FRIGHTWIG!" the barker boomed. "When this beauty lets down her hair, no telling what could happen!"

Her long red locks unfurled like living serpents, twisting and curling with unnatural precision. With ease, they snatched the falling bar midair, coiled it into a perfect pretzel, and set it neatly onto a pedestal beside her.

The crowd roared in astonishment.

Many wizards joined in with their own reactions.

"Whoa…" Wendy gasped, her eyes shining. "Her hair moves like tentacles!"

"Impressive control," Erza noted, nodding with approval. "That ability could be very useful in combat."

"Yeah, that's a crazy skill," Gajeel admitted, leaning forward. "Hair that strong? Wouldn't want to get caught in that."

"Man, imagine what kind of shampoo she has to use," Lucy muttered, half in awe and half in disbelief. "How do you even clean hair like that?"

Cana chuckled. "Bet she goes through barrels of conditioner."

The circus barker raised his voice once again, drawing the crowd's attention to the stage.

"…And last but not least, the freak whose unique skill is as vile as his attitude—ACID BREATH!"

A pale, starved-looking man slouched forward under the lights. A heavy mouth guard covered his lower face, which he unfastened slowly, almost theatrically. Then, with a deep inhale, he exhaled a foul, green mist directly onto the metal rod and the pedestal Frightwig had used moments earlier.

Both hissed violently before collapsing into sludge, melted through in seconds. The crowd gasped, half in awe, half in horror.

"Ew!" nearly all the women in the guild cried at once, recoiling—Lucy, Cana, Levy, Juvia, and Wendy included. Only Erza and Mirajane remained composed, though their narrowed eyes betrayed unease.

"That's disgusting!" Cana groaned, holding her nose.

"Talk about bad breath," Levy muttered, shuddering.

The men, however, had their own take.

"Dangerous…" Gajeel said, eyes narrowed. "That kind of power could eat through my iron like butter."

"Not bad," Gray admitted, though his tone carried unease.

Natsu laughed. "Wow! That's some killer breath!"

"Gross!" Gwen exclaimed onscreen, though she laughed after saying it.

While the audience cheered, Ben quietly slipped away from his grandfather and cousin. He wandered down a side path until he stopped in front of a smaller tent. A crude wooden sign hung by the flap: KEEP OUT.

Ben frowned, curiosity getting the better of him. A glow of lamplight seeped through the fabric, flickering against the shadows.

Carefully, he lifted the edge and peered inside.

There, seated at a vanity, was Zombozo himself. His crimson hair flared out wildly as he leaned toward the mirror, painting his pale face and adjusting his hat.

"H-H-H-HOWDY, FOLKS!" he suddenly shrieked, his voice booming and exaggerated. "Are ya ready to laaaugh?"

He jammed the tall hat onto his head and cackled at his own reflection. "Perfect. You're gonna knock 'em… dead."

Zombozo's lips peeled back in a grotesque grin, and his unnaturally long tongue slithered across his teeth with a wet scrape. His laugh echoed off the canvas walls, low and menacing.

Many in the guild recoiled almost in unison.

"Holy…" Gray muttered, his skin prickling.

"Creepy doesn't even begin to cover that," Cana whispered, visibly unsettled.

"That… that's terrifying," Wendy admitted, shrinking back.

Lucy hugged herself tightly. "Why would anyone want to see a clown like that?!"

Even those who had teased Ben earlier found themselves grimacing.

"Okay, I take it back," Elfman said quickly. "Being scared of that guy ain't un-manly..."

Juvia shivered, her arms wrapping around herself. "No wonder my darling Ben didn't want to go to the circus…"

Young Ben gasped, terror flooding his features as he instinctively stumbled back from the tent. His heel caught on the ground, and he spun—slamming right into Gwen.

"Hey!" Gwen cried, startled.

"AAAH!" Ben shrieked in alarm, clinging to her shoulder. "…Don't do that!"

The guild hall fell silent for a beat, stunned by how badly he had jumped.

"He's… really scared," Levy whispered, concern tugging at her voice. "I've never seen him like this."

"Neither have I," Erza admitted, her brows furrowed.

Mira pressed a hand to her chest. "Poor boy. That must be a very deep fear."

"Well… I don't think any of us can blame him." Gray admitted.

Gwen quickly shoved her cousin off. "What is your malfunction?" she demanded, glaring at him.

"What do you mean?" Ben shot back defensively.

"Ever since we decided to go to the circus you've been acting even weirder than normal. What are you scared of?" Gwen pressed.

"I'm not scared of anything!" Ben snapped.

From across the grounds, Max's voice called out cheerfully, "Come on, guys. The show's about to start!"

"After you!" Gwen said with mock courtesy, motioning for Ben to go ahead.

Ben reluctantly trudged toward the big top, Gwen following close behind.

The guild's reactions were mixed.

"That was a little harsh," Mira said softly. "She saw how shaken he was, and she still teased him."

"Yeah," Lucy agreed with a frown. "Ben's clearly unsettled… she could've eased up a little."

"Or maybe she doesn't realize how badly it's affecting him," Levy reasoned, tilting her head. "Sometimes when you're close to someone, you think they're just being dramatic."

"Gwen can be sharp-tongued," Erza admitted, "but I do not believe she intended cruelty. She simply does not see the depth of his fear."


Inside the big top, the familiar barker from outside now stood in the center ring, his voice booming with showman's flair.

"Ladies and gentlemen! Children of all ages! The Circus of Laughter is proud to present: 'The Sultan of Smiles!' 'The Crown Prince of Chuckles!' 'The Grim Tickler' himself, the star of our circus—ZOMBOZO THE CLOWN!"

A small, brightly painted clown car zipped into the ring, honking its horn as it skidded to a stop. With a triumphant cymbal crash, the door popped open—and out stepped Zombozo, looming far larger than the car should have allowed. He spread his long arms wide, crimson hair glowing under the lights as his grin stretched unnaturally.

Several wizards flinched back instinctively.

"Holy… he's huge!" Cana exclaimed, staring wide-eyed.

"Does he have some kind of Giant Magic?" Elfman wondered aloud. "Like Master Makarov?"

"I don't think so," Levy said quickly. "It's just perspective. The tent, the lighting, the staging—it makes him look bigger than he really is."

Still, the effect worked. The crowd in the bleachers erupted into laughter, clapping and hollering as though they couldn't get enough.

"Wait," Gray said, frowning. "Why are they laughing? He didn't even do anything yet."

"Yeah…" Lucy agreed uneasily, her eyes narrowing. "That wasn't funny at all. Just creepy."

Onscreen, Zombozo soaked in the laughter, but in the bleachers, Ben's face was pale with horror.

"Poor Ben…" Mira murmured. "He looks mortified."

The tiny clown car suddenly sputtered back to life, its horn blaring. Without a driver, it sped across the floor, turning to face Zombozo as its engine revved like an angry bull.

Zombozo only smirked, beckoning it with a dramatic wave. From behind his back, he whipped out a crimson toreador cape, snapping it once in the air.

The car shot forward, charging at him head-on—yet the moment it passed through the cape, it exploded harmlessly into a shower of confetti.

The audience roared with delight.

Several mages leaned forward.

"Now that was slick," Cana admitted with a grin.

"An impressive trick," Erza said approvingly, her eyes shining. "Theatrics, illusion, smoke and mirrors… all finely executed."

"I'll give him that," Gray muttered. "Creepy or not, the guy's got showmanship."

Zombozo spread his arms wide. "If you love clowns, then this is the place ta' be!" he shouted energetically.

Then his grin twisted darker. His voice dipped into something low, oily. "You're gonna die laughing…"

The lights shifted ominously, revealing the looming outline of a gigantic machine behind him. Tubes snaked from its surface, its ports glowing an eerie blue.

"…That's a Zombozo Guarantee!" he cackled, his voice booming through the tent.

The guild fell silent.

"D-Die laughing?" Lucy repeated uneasily. "That's only a figure of speech, right?"

"Something's wrong with that clown," Wendy whispered, clutching Ben's sleeve.

Gajeel's eyes narrowed. "And what the hell's that machine behind him? Doesn't look like circus gear to me."

Makarov's expression became grave. "Whatever it is, it reeks of foul intent."

Ben sat rigidly, eyes wide and unblinking as Zombozo worked the crowd. Each laugh, each roar of applause only seemed to tighten the knot of dread in his chest. Finally, he couldn't take it anymore.

"I gotta go—get some… popcorn!" he stammered, voice cracking. Without waiting for a reply, he scrambled up and nearly bolted down the steps, disappearing into the crowd.

Max frowned. "Is Ben alright?" he asked, concern flickering in his tone.

"You're asking me? I stopped trying to figure him out a long time ago." Gwen remarked.

Many guild members bristled.

"Seriously?" Cana frowned. "The kid just ran off pale as a ghost, and that's their reaction?"

"Unbelievable," Gray muttered, shaking his head.

Juvia looked especially displeased. "Gwen and Grandpa Max should be helping him, not dismissing him. Can't they see he is terrified?"

"Aye…" Happy nodded, ears twitching. "Ben's clearly not alright."

Zombozo stepped forward again, his voice dripping with energy. "I was never very good at math, but I believe I have your UNdivided attention!" A sharp xylophone sting punctuated the pun, drawing peals of laughter from the crowd.

Zombozo grinned wider, bowing dramatically. "Now how about some volunteers?"

"NO! We're good!" Happy squeaked, waving his paws frantically. "No volunteers!" His tail puffed up as he shook.

Inside the tent, the audience burst into hysterics, Gwen included. Her eyes shone unnaturally bright as Zombozo's reflection danced across them.

"Ahhhh, SO full of life!" the clown crowed, his voice thick with hunger.

The camera zoomed closer, showing the reflection of his leer in Gwen's eyes. His tone dropped low, chilling. "…For now."

The spotlight snapped off, plunging the scene into sudden darkness.

The guild hall went still, silence wrapping around them.

Gajeel's eyes narrowed. "That ain't no ordinary clown. He's planning something."

"…He's a monster," Erza said, her voice low and grim.

"What's he going to do to them?" Wendy whispered.

None of the wizards had an answer.


Ben bolted from the big top, weaving through the laughing crowd until he burst free of the circus lot altogether. He continued running until at last he stopped on the sidewalk, doubling over.

"There is nothing funny about clowns!" he panted angrily, bracing his hands on his knees.

Lucy immediately nodded in agreement. "I'm with you on that one."

"Aye!" Happy cried, shivering at the memory of Zombozo's grin. "Clowns are terrifying!"

Several other guild members murmured their agreement, some still visibly unsettled by what they had seen.

Then, the sound of breaking glass snapped Ben's head up. He quickly ducked behind a parked car, peeking out cautiously.

Across the street, the trio of circus freaks—Thumbskull, Frightwig, and Acid Breath—were busy smashing through the window of a jewelry store.

"Whoa, the freaks are felons!" Ben exclaimed in surprise.

This surprised many in the guild.

"Wait… so they're bandits too?" Levy asked, frowning.

"I thought they were just part of the act," Mira said softly.

Erza's eyes narrowed, her tone sharp with deduction. "I think I understand now. Zombozo lures an entire town into his circus, holding their attention. Meanwhile, his freaks use the distraction to rob the town blind. It is an efficient and vile scheme."

Gray crossed his arms. "So the circus is basically just a cover for crime. Figures."

Makarov's eyes narrowed, his expression grave. Zombozo's ominous words about "dying of laughter" and the unsettling machine lingered in his thoughts. "No… I suspect there's more to this than simple theft, children."

The circus freaks fanned out across the street, wreaking havoc as they looted. Thumbskull lumbered over to the jewelry store's shattered display, scooping up handfuls of glittering bracelets, watches, and rings.

A few feet away, Acid Breath leaned over a parked car, exhaling his vile green mist. The metal sizzled and warped, the door and roof melting away in seconds. With a crooked grin, he reached in and yanked out a rectangular device, wires trailing behind it.

Several members of Fairy Tail tilted their heads in confusion.

"What… is that?" Wendy asked curiously.

"Looks like a weird box," Cana muttered.

Ben gestured toward the screen. "That's a stereo system. Back then, those were worth a decent bit of money. Acid Breath probably planned to pawn it for a few hundred bucks—call it about fifty thousand Jewels in your terms."

"Fifty thousand?!" Lucy exclaimed, eyes wide. "For a box that just makes noise?"

"Heh." Gajeel grinned. "If it makes my kind of noise, then it's worth it."

Meanwhile, Frightwig planted herself in front of an ATM. Her long crimson locks snaked through the brick wall around it, curling and coiling like drills. With a fierce tug, she ripped the entire machine free from its base. Bills fluttered through the air as she laughed wildly.

Several guild members couldn't help but gape.

"Her hair really is that strong…" Erza murmured.

"Impressive," Levy admitted, her eyes wide. "It tore through solid brick!"

"It's payday! Hahahahahahaha!" Frightwig crowed, clutching the machine triumphantly.

From behind the car, Ben clenched his fists, determination cutting through his fear. "Time to play fetch!" he declared, dialing in Wildmutt and slamming down the core.

Elfman frowned, tilting his head. "Why not just use Four Arms? His strength is more than enough to handle those three."

"Maybe not against Acid Breath," Gray countered. "One spray of that toxic mist and even Four Arms may be in trouble. He needs something faster, more agile."

"Diamondhead or XLR8 would've been better options," Carla pointed out. "They've both got better counters for that crew."

Ben groaned, dragging a hand down his face. "Everyone's a critic…"

Thumbskull lumbered clumsily down the street, two flat-screen televisions tucked awkwardly under his arms. He paused as a low growl rumbled across the road.

Perched on top of a car was Wildmutt, his hunched form rocking the vehicle beneath his weight. Saliva dripped from his fanged jaws as he snarled, claws scraping against the roof.

Thumbskull froze, eyes wide. "G-Good doggy… down, boy!" the dimwitted freak stammered nervously.

The guild burst into laughter.

"Ha!" Cana slapped her knee. "I don't think that's gonna work, pal!"

"Aye, sic 'em, Wildmutt!" Happy cried dramatically.

With a feral roar, Wildmutt lunged from the car, slamming into Thumbskull and knocking the stolen TVs flying. Without hesitation, he bounded toward Acid Breath and collided with him in a bone-rattling tackle before darting away again.

Frightwig lashed her crimson locks out, snaring Wildmutt's hind leg. But the beast kept running, dragging her roughly across the pavement as she shrieked in frustration.

More cheers erupted.

"Yeah!" Natsu shouted, pumping his fist. "That's how you do it!"

"He's tearing through them!" Levy exclaimed, eyes wide with excitement.

"Nice work, mutt," Gajeel smirked approvingly.

Wildmutt leapt onto the freaks' waiting getaway car. With a guttural snarl, he hooked his claws under the roof and ripped it clean off. A storm of stolen jewelry and money burst into the air, scattering across the pavement.

"Woohoo! Go Wildmutt!" Wendy cheered, clapping her hands.

"That's our stuff!" Thumbskull cried indignantly, watching their loot scatter.

"It isn't your stuff!" Bisca snapped at the screen, her brow furrowing.

"Bunch of lousy crooks," Gray muttered, shaking his head.

Acid Breath snarled, his lips curling back as he glared at the orange-furred alien. "No mutt's gonna steal my loot. GET 'IM!" he barked before sucking in a huge breath, his lungs swelling with the toxic mist.

Wildmutt, sensing the danger, sprang from the roof just in time. Acid Breath exhaled, but instead of hitting his target, the vile green vapor engulfed their getaway car. The vehicle hissed, bubbled, and collapsed in on itself, melted into a steaming heap.

The guild howled with more laughter.

"Hah!" Cana bent over, clutching her side. "They melted their own ride!"

"Not the brightest crew, are they?" Mira giggled, smiling.

"Idiots," Gajeel snorted. "They're doing Ben's work for him."

Wildmutt landed squarely between the three freaks, crouched low as he batted them away with powerful sweeps of his claws. Frightwig tumbled across the pavement but quickly got back up, her crimson locks whipping angrily as Wildmutt advanced on her with a guttural snarl.

Meanwhile, Acid Breath spun toward Thumbskull, irritation dripping from his tone. "Don't just stand there like a sore thumb! Get the boss!"

Thumbskull grunted and immediately took off, barreling down the street toward the big top circus tent.

"Wait…" Wendy whispered, clutching her hands together. "They're calling for their boss?"

"That can only mean one thing," Erza said grimly. "Zombozo is stronger than his freaks."

"That's bad enough," Lucy added, her brow furrowing, "but Ben's terrified of clowns. How will he face him if it comes to that?"

"Eh, don't worry." Natsu waved off their concern. "Ben'll beat that big-nosed creep no prob!"

Makarov's gaze fixed on the screen. "He is no ordinary clown, Natsu. Young Ben's fear may prove the greatest obstacle yet."


Inside the big top, the camera panned across the crowd. Bright, colorful images floated above the audience—oversized popcorn buckets, spinning bowling pins, and giant candy pieces danced in the air, shimmering with an unnatural glow.

The guild hall murmured in confusion.

"Wait… what is that?" Cana asked, frowning at the floating displays.

"Yeah, wouldn't that distract the audience from the actual performance?" Gray added.

Levy's eyes narrowed as realization dawned. "No… it's not to distract them—it's to control them. I think Zombozo's hypnotizing the crowd. That's why everyone's been laughing nonstop, even though he hasn't actually done anything funny."

The others glanced at each other, unease rippling through them.

Zombozo spread his arms wide, his voice booming. "Laughter truly is the best medicine! For me!"

The crowd erupted into hysterics once again, laughing wildly at a statement that wasn't remotely a joke.

Lucy nodded gravely. "Levy's right. It reminds me of when I was hit with Bora's Charm spell back in Hargeon. I couldn't control myself then either…"

The unsettling scene continued as the tent's curtains parted and Thumbskull stumbled back inside, lumbering across the stage toward his boss. "Uhhh, excyoose me, boss, excyoose me?" he mumbled nervously, trying to catch his attention.

Zombozo slumped forward with a groan of disappointment, then turned his head slowly toward his underling. His grin stretched wider, but his eyes burned with irritation. "How many times have I told you… not to botha' me while I'm eeeaating!" he snapped, his voice rising to a shrill pitch.

At that moment, it was revealed that a cable was hooked to the back of his suit, hoisting him unnaturally upward into the air. His words echoed ominously alongside the image, making the phrase "eating" sound far more sinister than before.

The Fairy Tail guild stiffened.

"What the—what does that cable even do?" Cana asked, pointing at the screen.

"Is it connected to that strange machine from earlier?" Erza wondered, her eyes narrowing.

"More importantly," Wendy whispered, clutching her hands, "what did he mean by eating?"

The thought sent a chill through the hall.

Thumbskull rubbed the back of his head. "Ehhh… we ran into a bit of trouble," the dimwitted freak admitted sheepishly.

Zombozo's grin faded into a deep scowl, his face painted in shadow.

Several of the wizards instinctively shivered, gulps audible in the hall.

"…That's not going to end well," Gray muttered under his breath.


Wildmutt had the upper hand, pinning Frightwig and Acid Breath to the ground.

But then, with a loud pop! and a flash of colorful confetti, Zombozo materialized out of thin air. The sudden appearance froze the fight. Wildmutt's growls died down, his ears flattening as he instinctively backed away.

The guild collectively gasped.

"Did he just back down?" Gray asked in disbelief.

"I've never seen him do that," Cana said, frowning. "Not this Ben, not our Ben."

"Even against bigger threats, he always pushes forward…" Erza murmured, her brow furrowing. "But this time…"

"Juvia does not like this," the rain woman said softly, worry etched on her face. "It's as though all the strength has left him."

Wendy clutched her hands together, her voice anxious. "He looks… so scared. I've never seen Ben like this before."

Gajeel leaned back, eyes narrowing. "Tch. That clown's got him rattled bad. If a fighter like Ben's backing down, then this Zombozo's the real deal."

Zombozo grinned menacingly, looming tall over the crouched alien. "I hear yer full o' tricks, little doggie. Let's see if you know how to play dead!"

He swung a boot upward, cracking Wildmutt under the jaw, then followed with a backhand slap that sent the alien crashing into a nearby tower. Wood splintered as Wildmutt slumped at its base.

Zombozo stalked forward with a swagger, his grotesque grin never fading. On the ground, Wildmutt winced and scrambled into the shadow beneath the tower, his body trembling as he tried to hide.

Many stirred uneasily.

"Why isn't he fighting back?!" Natsu demanded, leaning forward. "C'mon, Ben!"

Lucy's voice was quieter, but certain. "Because he's scared. You can see it in him."

"Tch. He needs to man up," Elfman said bluntly. "Fear or not, you face it head-on."

That drew immediate pushback.

"Don't be ridiculous," Levy countered, frowning. "You can't just will away a fear that deep."

"Exactly," Mira added firmly. "It's not that simple. Sometimes fear is stronger than any opponent."

Ben stayed quiet, his expression tight. He did not like having to relive this moment.

Zombozo's painted smile tightened into a jagged line as he glared at his henchmen. "This isn't a 'mad dog', it's a 'scaredy cat'!" he snapped, every syllable sharp enough to cut. Thumbskull, Frightwig, and Acid Breath flinched under the rebuke, their earlier swagger suddenly looking like a borrowed costume two sizes too big.

"Bring the curtain down on this little sideshow!" Zombozo barked, stabbing a gloved finger toward the listing tower.

The command jolted the trio into motion. Acid Breath inhaled, chest swelling like a bellows—then spewed a concentrated plume of sickly green vapor across one of the tower's supporting legs. Metal sizzled and pitted, the beam shrieking as it slumped like taffy. At the same time, Frightwig's crimson locks shot out in a bundle, coiling around another leg with gruesome grace. She yanked hard—wood cracked in a splintery snap. Thumbskull lumbered into place, reared back, and drove a ham-sized fist into a third leg. The post exploded into chips, the entire structure jolting.

"It's over, Fido," Acid Breath taunted coldly.

The weakened supports gave way. With a groan of tortured bolts and a whoomp of dust, the tower pitched and collapsed, slamming down where Wildmutt had disappeared beneath its shadow. The impact sent a dull thunder through the street. A rolling cloud of grit swallowed the scene, then settled, revealing a jagged mound of beams, crossbars, and shattered boards.

Gasps shot through the Fairy Tail hall like arrows.

"Ben!" Wendy cried, hands over her mouth.

"My darling!" Juvia's eyes glossed, worry tipping her voice into tremble. "Please be alright…"

Gray swore under his breath, knuckles whitening against his crossed arms. "That was a whole tower."

"Brutal," Gajeel muttered, eyes slitted.

Thumbskull stooped and plucked a loose brick from the debris. He squinted at it as if the punchline lay squirming inside, then snorted at his own joke. "Dog… gone! Hehehehe!"

Cana made a face. "Of course he's a pun guy. And not even the good kind."

Zombozo dusted his lapels as if bored of the entire scene. "Come on! We got bigger laughs ta' get!" he crowed—and with a pop and a plume of confetti, he vanished, the oppressive weight of his presence evaporating as the freaks pelted back toward the big top.

For a beat, all that remained was the mound of wreckage. Then the Omnitrix's timed-out chirp carried faintly from beneath the rubble—followed by a small shift.

Ben wriggled free.

"Phew…" he exhaled, relief crumpling his posture. His arms folded under him and, spent, he slumped back, eyelids slipping shut.

A heavy breath left the guild hall as one shared exhale.

"Oh, thank goodness," Lucy murmured, shoulders sagging. "I thought—"

"He's tougher than he looks," Mira said, hand to her heart. "Wildmutt's build must have absorbed a lot of that impact."

"Still way too close…" Erza sighed.

"Least the kid's breathing," Gajeel said, though he didn't quite unclench. "Because round two's coming whether he wants it or not."

Natsu, who had been silent since the tower fell, suddenly sat forward, fire curling in his eyes. "Why did you chicken out?" he shot at Ben, voice rough with incredulity. "You had 'em! Then he shows up and—what? You just freeze?"

A prickle went up through the guild—half bracing, half disapproving of the bluntness.

"Natsu," Erza warned lightly, though her gaze slid toward Ben too.

Ben didn't flinch. He rested his elbows on the table's edge, answering levelly, "Because I was terrified of clowns back then." He nodded toward the screen. "And Zombozo? He's not a normal clown."

Natsu's jaw worked. "So you just—"

"Imagine it's you," Ben cut in—not sharp, just steady. "Imagine you step into a tent and it's a train that never stops. You feel the sway of the cars. The doors lock. Everyone's laughing at how 'funny' it is that you can't stand up straight. And the conductor is a demon who runs on motion sickness." He tipped his head. "How fast do you swing then?"

That mental picture was viciously specific; a ripple of knowing laughter broke through the tension before Natsu could muster a retort.

Happy's paw shot up, eyes bright. "Natsu's worst fear would totally be a train ride that never stops!"

The hall cracked up. Even Gray snorted. "Endless express to Barf City."

Natsu's face went brick-red. "HEY! I—shut up! That's different!"

"Is it?" Cana grinned. "I'm pretty sure it's exactly the same."

Natsu folded his arms and sank back with a huff, grumbling something about fighting trains with punches.

Ben let the chuckles fade before he added, more quietly, "Look, I'm not proud I froze. But I was ten. And fear like that—when it's wired into you—doesn't listen to logic or the Omnitrix. It makes your body say no before your brain gets a vote."

Levy nodded, thoughtful. "Phobias override normal response. That tracks. Especially with how Zombozo leans into it."

"Besides," Ben went on, eyes flicking back to the rubble onscreen where the younger him lay catching his breath, "I didn't stay down forever."

Juvia's smile returned, small but warm. "We know."

Erza exhaled, recalibrating. "Then this becomes a different kind of battle. Not just against a villain, but against the self."

"Still want him to 'man up,' Elfman?" Gray needled, a brow arched.

Elfman grimaced, rubbing the back of his neck. "I… might've said that too fast. Fear's not weakness—it's something you overcome. I'll say that. A real man faces it." He nodded once, as if to convince himself. "That's better."

"Growth," Cana whispered theatrically, wiping an imaginary tear. "We love to see it."

Wendy leaned forward again, worry not quite dissolved. "Zombozo said they had 'bigger laughs' to get. I don't like the sound of that."


The camera cut to the circus grounds. Where once there had been cheering, clapping, and dazzling lights, now there was only silence. The air hung heavy and dead. Empty chip bags drifted across the lot, pages of torn circus brochures fluttered in the wind. Boxes of popcorn lay overturned, sodas and drinks spilled and sticky on the ground. The once-vibrant midway looked as though joy had been vacuumed out of it, leaving only the husk.

"Ugh, disgusting," Cana muttered, waving a hand at the mess. "It's like a battlefield of junk food."

"Such waste," Erza said sharply. "The least they could have done was clean up after themselves."

Wendy shook her head softly. "It doesn't look like people even left willingly. It's like… everything just got abandoned."

The crowd began to shuffle out of the venue stadium, filing slowly into the empty fairgrounds. Their faces were lit with small, dazed smiles. Some laughed sporadically, chuckles bursting out without context.

The guild shifted uneasily.

"That… that isn't right," Levy whispered.

"They look drugged," Gray said, scowling. "What did Zombozo do to them?"

"They're smiling but…" Mira's brows furrowed. "Their eyes are empty."

Young Ben stumbled back onto the grounds, dust and exhaustion still clinging to him. He froze when he saw Max sitting on a step. The old man leaned forward, chuckling lightly to himself, his shoulders rocking with shallow laughter.

"Grandpa?" Ben cried, rushing over. He grabbed Max by the shoulders and shook him. "Grandpa!"

"Why is he just sitting there?" Wendy asked, her small voice full of worry.

"Max is no fool," Erza said. "For him to be so dulled… Zombozo has done something insidious."

Makarov sat straighter on the bar counter in the guild hall, his small eyes narrowing. He stroked his beard with deliberate thought, gaze fixed on the screen. "Hmm. He has drained them. Not just distracted—drained. But of what?"

At last, Max's head lifted, as though a gear had finally turned. "Ehe—Oh, Ben!" His eyes flickered with recognition, though his tone was shaky. "Hehe, ah—where'd you go?"

"Where did I go?" Ben's voice cracked with frustration. "Where'd the circus go?!"

Max blinked, glancing over his shoulder. Behind him, the tent was gone. The grounds were bare, as though it had never existed. "Oh—aha—I'm not so sure, uh…" he mumbled, rubbing his head. "I remember we were laughing. Hah—it was so funny—heh!" He chuckled weakly, but the laugh trailed off into silence. A melancholy expression bled into his face, deep lines cutting his features with sorrow.

The Fairy Tail guild stilled.

"That's…" Levy hugged her arms tightly. "That's horrifying."

"It's like the joy was sucked right out of him," Lucy said uneasily.

"Exactly." Makarov's voice was low and thoughtful. "Drained. I've experienced something this before, though I pray I am wrong."

Cana frowned, glancing at Ben. "Alright, so what did that machine do to them? What's he pulling out?"

Ben leaned back, his expression tight. "You'll see."

The non-answer only thickened the tension in the guild hall.

Young Ben shook his grandfather harder. "Grandpa, are you OK?"

Max gave a hollow little laugh. "I just… feel kinda glum, that's all." But even as he said it, he suddenly broke into another loud, forced laugh that grated with wrongness.

"Then why are you smiling?" Ben demanded. He paused, realization dawning. His eyes shot wide. "Wait a minute—where's Gwen?!"

The guild hall reacted instantly.

"Gwen?" Wendy gasped.

"Where did she go?!" Lucy's voice rose.

"Oh no…" Mira murmured, clasping her hands tightly. "Did they take her?"

Erza's eyes hardened like tempered steel. "If Zombozo has her in his grasp, then this battle has grown dire."

Even Natsu leaned forward, fists clenched. "If that clown laid one finger on her—!"


The scene transitioned to a truck rumbling along a darkened highway, its headlights glowing. Thumbskull sat in the driver's seat, massive hands gripping the wheel. In the passenger seat, Zombozo lounged back, humming cheerfully.

"Didja pack me a snack for the road?" the clown asked, his voice sing-song and sinister.

Thumbskull chuckled dimly and tugged a small curtain behind them aside. In the cargo hold, six people sat crammed together on benches. All of them were laughing uncontrollably, their faces bright but hollow. Among them—Gwen.

The guild gasped in unison.

"Gwen!" Wendy cried.

"They took her!" Lucy exclaimed, fists tightening against her lap.

"Oh no no no!" Juvia's voice quivered. "Zombozo has her!"

Cana's face darkened. "He's carting them off like cattle."

"Is he gonna eat them?" Gray asked, disgust heavy in his tone.

"Reminds me of the Limax," Gajeel said grimly, thinking back to the slime-like creature that consumed and replaced people. "Monsters feeding on humans."

Wendy covered her mouth. "He's not going to eat them, is he?"

Ben raised a hand, voice calm but taut. "Not… literally. He doesn't eat people. But what he does might be worse."

The guild stirred uneasily. The promise was no comfort.

"Then what's he planning?" Erza asked firmly.

Ben didn't answer. His silence was heavier than words, leaving the guild anxious and restless.


The screen shifted to the Rust Bucket rumbling down the same dark highway. Max's hands gripped the steering wheel, his posture slouched with exhaustion.

Ben sat in the passenger seat, tension etched into his small face. "Zombozo must have zonked out the entire town during the show," he reasoned quickly, eyes darting to his grandfather. "While his freaks robbed everyone blind! But why kidnap Gwen?"

Max shook his head, his voice weary. "I—I don't know. But don't worry, Ben. We'll catch that clown…" His words were steady, but the fatigue in his tone made the reassurance falter.

Several frowned as one.

"He shouldn't be driving," Erza said with concern. "He looks like he's about to fall asleep."

"Yeah," Gray agreed. "One wrong turn, and they're in a ditch. Or worse."

"Can't Ben do something?" Wendy asked anxiously.

"Oh! Upgrade could," Lucy answered. "If he merged with the Rust Bucket, he could take over the driving while Max rests."

"That's… not a bad idea," Levy admitted, tapping her chin. "But the Omnitrix'll need to recharge after. He'll have to wait before he can transform again. Which means Gwen's rescue is delayed, too."

Ben let out a shaky laugh, trying to mask the edge in his voice. "Yeah, haha. Who would be afraid of a silly old clown?" The sarcasm fell flat, his nervousness bleeding through every syllable.

Max sensed his unease. "Ben, w-what's bothering you?"

Gajeel huffed, crossing his arms. "Bout time somebody realized something was off with the brat."

Ben froze at his grandfather's question. He hesitated for a moment before he sighed and relented. "Promise not to laugh?" he muttered, almost too quiet to hear. Then, in a rush: "I'm afraid of clowns. They just creep me out!" He groaned. "Ugh, I'm such a loser!"

"No!" Wendy shouted, shaking her head. "That doesn't make you a loser at all!"

"Exactly," Lucy agreed firmly. "You've seen what Zombozo looks like. Honestly, it would be weird not to be afraid of him."

"Yeah," Cana added with a smirk, though her tone was more sympathetic than mocking. "Fear's natural. Especially when the clown in question looks like he crawled out of a nightmare."

"Aye," Happy piped up. "Even Natsu's afraid of him. He's just too proud to admit it."

"S-shut up!" Natsu shot back. "I ain't scared of that clown!"

Juvia folded her arms delicately. "Juvia believes clowns are unsettling in general, but this one… he is monstrous. Ben's fear is understandable."

Even Erza nodded in agreement. "There is no shame in admitting one's fears. Only strength in confronting them."

Gray leaned back, arms crossed, and gave a low whistle. "Honestly? I'm surprised he didn't say it sooner. With what we've seen, I'd be terrified too."

Elfman, however, grunted. "Still gotta face it head-on. That's what makes you manly."

Droy rolled his eyes. "Not everything is about being manly, Elfman."

Mira smiled gently. "Admitting it took courage, Ben. That's not weakness at all."

"Everybody's got their own… crazy fear, Ben," Max said sagely, his voice calm but increasingly sluggish. "When I was a boy, I—I was afraid of heights. Well, 'enough was enough,' and I climbed to the top of the water tower. Sometimes you just gotta scare… the fear… out… of… you."

Many in the guild listened intently.

Makarov nodded firmly. "Wise words indeed. Sometimes, fear only loosens when you wrestle it directly."

But even as the old master spoke, his sharp eyes narrowed at the screen. "Though…"

Max's voice faltered, slurring slightly as his vision blurred. His grip on the wheel slackened.

"Oh no—he's dozing off!" Lucy exclaimed.

"Not good," Erza muttered, eyes locked on the screen. "This is becoming extremely dangerous."

Finally, Max could no longer hold himself upright. His chin dropped to his chest, and his eyes slid shut. His hands sagged from the wheel.

"Grandpa!" Ben shouted in horror. He ripped off his seatbelt, scrambled forward, and grabbed the wheel. The RV swerved dangerously, tires squealing.

The guild hall collectively jolted, voices overlapping.

"He's too small for that wheel!" Cana shouted.

"Careful, kid!" Gray added through gritted teeth.

Ben frantically jerked the steering wheel, trying to keep the massive vehicle on course. His heart pounded in his chest.

And then—up ahead—the camera revealed a highway guard rail, the barrier leading toward a decline into the forest.

"Look out!" Wendy squealed.

"By Mavis—!" Erza gasped.

The Rust Bucket smashed through the rail with a metallic screech and barreled into the forest below.

"WHOAAA!" Ben shouted, knuckles white on the wheel as the RV bounced violently, leaves and branches whipping past the windshield.

"OH NO!" multiple voices cried in unison.

"Get it under control!" Natsu shouted.

Ben grit his teeth, fighting to keep the RV steady. He swerved left, then right, dodging tree after tree. The Rust Bucket lurched dangerously but somehow remained upright.

"That boy…" Erza muttered under her breath, "…is refusing to panic."

"A ten-year-old handling this?" Gray said, jaw slack. "That's crazy."

Just when it seemed like he had regained control, another hazard appeared. The headlights illuminated a guard rail, this one running along the edge of a sheer cliff.

"NO!" Wendy cried, her voice cracking.

"He's heading straight for it!" Lucy shouted, horrified.

"I need an anchor, fast!" Ben said aloud. His fingers scrambled over the dashboard, finding a switch. He flipped it, and from the side of the RV a tarp unfurled, snapping into the air like a desperate parachute.

"The heck is the kid doing?" Macao asked, dumbfounded.

"Just use the watch, kid!" Wakaba shouted.

Young Ben's eyes flicked to the side mirror, watching the tarp drag. "Come on, come on…!" he urged, but fate was unkind. A tree loomed, and the tarp clipped it, tearing free.

"Damn it!" Gray swore.

"C'mon brat, think!" Gajeel muttered through clenched teeth.

With no time left, Ben made a split-second decision. He stomped the brakes and yanked the wheel, forcing the RV into a sharp skid. Tires screamed, metal groaned, and the Rust Bucket tipped sideways before slamming to a halt.

Small rocks crumbled loose, tumbling into the abyss and smashing on the ground far below.

The guild hall went dead silent—then erupted with a collective sigh of relief.

"Too close!" Lucy gasped, pressing a hand to her chest.

"Holy crap…" Cana exhaled, wide-eyed. "That kid's got guts."

"Not guts," Erza corrected firmly. "Composure. He did not freeze when it mattered most."

Wendy nodded quickly, tears pricking her eyes.

"Ben's ten," Mira said softly, "but right there, he had the heart of a full-grown man."

"Damn straight," Gajeel said, smirking despite himself. "Didn't fold. Respect."

Elfman pumped his fist, booming, "Now that's manly!"

"Elfman, you were just giving him grief a few minutes ago," Cana teased.

He flushed. "Doesn't matter! He proved it!"

Ben allowed himself a faint smirk, arms folded. "When the chips are down, don't count me out."

"Phew," Young Ben breathed, relief washing over him. He turned quickly to his grandfather. "Grandpa, you okay?!"

Max stirred, blinking groggily as though waking from a half-dream. His voice was hollow, trembling with emotion. "So… sad. So very… very sad."

Everyone tilted their heads almost in unison.

"Sad?" Lucy repeated softly, confused. "Why would he say that?"

"What does he mean by that?" Juvia asked, her voice tinged with worry.

Ben leaned in closer, desperate. "Grandpa, what happened inside the big top, after I left?!"

The screen blurred, dipping into Max's fragmented memory.

The scene shifted back to the circus tent. Max and Gwen were among the cheering crowd, their heads tipped back in laughter. But it wasn't natural. The laughter was manic, strained, forced.

Then it happened. What looked like glowing blue phantoms—wisps shaped like smiling faces—began to tear free from Max, Gwen, and the rest of the audience. One by one, the phantoms spiraled upward, pulled into the air like smoke. They clustered together, whirling in circles above the stage before funneling into Zombozo's massive machine.

Silence gripped the hall.

Zombozo stretched his arms wide, basking in the swirling blue light. "I love the sound of laughter!" he roared triumphantly. "It FEEDS MY SOUL!"

Gasps tore through the building.

"He's stealing their souls?!" Wendy cried, horror lighting her eyes.

"It looks like it," Cana whispered, her knuckles white against her mug.

Happy shuddered, his ears flattening. "N-No wonder everyone looked so empty afterward!"

The room's tension swelled until Ben finally spoke, shaking his head firmly. "Not quite. If it were their souls, they'd be dead. No, Zombozo's stealing something else—most of their mana. Think of it as their life force."

The clarification did little to ease the horror.

Makarov's eyes narrowed as memory flickered across his face. "Mana…life force… drained away…" He exhaled heavily, shoulders sinking. "Yes. I know that sensation well." His voice deepened, shadowed by memory. "When Aria of the Element Four struck me, he stripped my magic until nothing remained. To be so utterly emptied…" He shivered. "It is worse than pain. It is despair itself."

Levy's face went pale. "So that's why they all looked so glum. Zombozo's draining away their very essence."

Gray clenched his fists, grim. "And laughing while he does it. Sick freak."

Lucy frowned, connecting the dots. "It explains everything. Why Max can't stay awake. Why the crowd looks like zombies."

"Aye," Happy added nervously. "And Gwen too…"

Juvia hugged her arms tightly. "To twist joy into a weapon… Juvia cannot think of anything more cruel."

Mira's voice was quiet, sorrowful. "No wonder Max said he felt so sad."

Max's expression shifted as clarity slowly returned. The fragments of memory fell into place, his weary eyes sharpening with grim understanding.

"Ben," he said slowly, voice edged with gravity, "I think that Zombozo robs people of more than just their possessions…" He looked down, his shoulders heavy. "…I think he steals people's happiness… until there's nothing left."

The words lingered like a curse. A ripple of shivers coursed through the mages.

"That's…" Lucy's hand flew to her chest, "…that's awful."

Juvia hugged herself tightly, whispering, "To drain away happiness… leaving only sorrow…"

Wendy's small voice broke the silence. "So scary."

Makarov's eyes narrowed further, his voice steady but heavy. "Happiness, life force, spirit—it's all bound together. Strip it away, and a person is no better than a husk. Zombozo is not merely a villain. He is a parasite."

Young Ben's face blanched as the realization hit. His chest tightened, the weight of the truth pressing down on his young shoulders. "…And he's got Gwen!" he exclaimed in horror.


The scene transitioned to show Ben sneaking toward the circus's new grounds. The big top loomed in the distance, glowing faintly under the night sky. He kept low, slipping behind a stack of wooden boxes.

Just ahead, the three circus freaks—Thumbskull, Frightwig, and Acid Breath—were busy hauling crates, too distracted to notice him.

Ben risked a glance over his shoulder—only to find himself face-to-face with a huge, garish poster of Zombozo's grinning face plastered against the wall. The grotesque smile and red eyes made him jolt. With a yelp, he stumbled back into a box, knocking it over with a loud clatter.

Lucy's voice was soft but sympathetic. "Poor Ben… I can't blame him."

Gray groaned. "Kid, get a grip. Gwen's counting on you!"

"Yeah!" Cana added. "Now's not the time to lose your nerve."

Erza's tone was sharp. "This fear could cost him dearly. People's lives—his cousin's life—hang in the balance."

Ben scrambled to duck behind another box, but the damage was done.

The freaks froze mid-step, setting their crates down in eerie unison. Frightwig's lips curled into a grin. "Looks like we got somebody who wants to see the show without buying a ticket!" she taunted. Her hair lashed out, coiling around Acid Breath's mask, and ripped it away.

Acid Breath's grin stretched wide. He exhaled, a thin stream of green mist sighing into the air with ominous hiss.

The trio advanced toward the noise.

Ben's eyes widened. He slapped down the Omnitrix dial with practiced urgency—click!—but nothing happened.

He smacked it again twice, yet nothing happened. "You never make this easy, do ya?" he groaned at the watch.

"OH C'MON!" multiple voices shouted at once.

"Why now?!" Wendy wailed, clutching her head.

"Stupid watch!" Gray yelled.

"Hit it harder!" Natsu suggested unhelpfully.

Levy frowned, tilting her head. "Wait… it hadn't been malfunctioning until now. Why would it jam?"

Ben rubbed the back of his neck sheepishly. "Honestly? Was likely my old habit of slamming down the dial. Sometimes it'd mess up the old Omnitrix."

Cana whistled. "So half the battles weren't just against the villains, but against your own gear."

Ben only shrugged. "Pretty much."

The three freaks reached the toppled crate. Thumbskull hauled himself upright and smashed the wood with a single, careless blow. Frightwig's crimson locks unfurled and spun like a rotor—her hair helicoptered, whipping the broken boards into a shower of splinters. Acid Breath exhaled a narrow gout of corrosive mist, reducing the splinters to steaming pulp in an instant. The wreck lay quiet; no sign of anyone beneath the debris.

For a beat, the tableau was ominously still. Then, a thin green light blinked from behind a stack of boxes near Thumbskull.

"What's that noise?" Thumbskull grunted, craning to look.

Before he could get a coherent answer, the boxes detonated. When the smoke cleared it revealed something ridiculous: a baseball pitching machine—only upgraded. It stood on articulated, claw-like legs that clacked across the floor.

Many leaned forward in unison.

"Wait—what did he merge with?" Levy asked, incredulous.

Ben explained, matter-of-factly, "A baseball pitching machine. They're used to practice batting—load a bunch of balls, set the speed, and it fires them out one after another." He tapped his chin. "Added mobility and a targeting system, too. Good for close-quarters suppression."

"The heck's a pitching machine gonna do?" Gajeel asked, incredulous.

Onscreen, the machine flexed its legs and took a targeted step toward Thumbskull.

Thumbskull's face went slack with fury and confusion. "I don't know what you are, but I'm gonna tear you apart!" he bellowed, charging with clubbed fists.

"You wanna play hardball? Game on!" the pitching-machine-Version of Upgrade barked—then the barrel whirred and began to disgorge a hail of baseballs. They weren't garden-variety foam props; these were tiny, dense projectiles fired with terrifying speed, each one thudding with enough force to stagger a grown man.

The machine's aim tracked Thumbskull's bulk and began to pepper him in rapid succession: one into the shoulder, another into the thigh, one into the jaw. The onslaught didn't stop. It peppered and pelted, the rhythm relentless—thump, thump, thump—as the claws kept the device steady and the targeting compensated for Thumbskull's lumbering charge.

Thumbskull staggered. He tried to swing through a stream of metal spheres, but the balls knocked his balance sideways; one struck his temple and his knees buckled. With a final clattering succession, the pitching machine's last shot connected with a dull, sickening thunk to the jaw. Thumbskull slumped to the ground, a comic yet effective collapse—out cold.

Those who had been skeptical were suddenly converted.

"Tch," Gajeel clicked his tongue. "Okay… Stand corrected."

Gray cracked a grin as Thumbskull hit the deck. "Okay. That's actually cool."

Natsu chuckled. "Heh… That thumb-guy reminds me of that dog-guy on Galuna Island—totally not the sharpest spear."

"Surprising effectiveness," Erza allowed, nodding with approval.

"Who'd have thought a pitching machine could be tactical?" Lucy laughed, clapping. "That was actually brilliant."

"Get 'em, Upgrade!" Happy cried, still half-afraid of clowns but wholly behind the doggedly inventive solution.

The upgraded pitching machine swiveled its barrel toward Frightwig and unleashed a rapid volley. But with a sharp flick of her head, her crimson locks whipped outward like a shield, batting the baseballs aside with effortless precision. She laughed mockingly, twirling her hair in a cocky flourish.

"That all you got?!" she taunted.

Erza folded her arms, her expression analytical. "Her hair serves as both offense and defense. She will be a difficult opponent to outmaneuver."

Upgrade ducked behind a box, then popped his head up with a smirk in his metallic voice. "Just warming up, lady!" he retorted. He fired another stream of baseballs at her hair. Once again, she deflected them with spinning locks, clearly enjoying the upper hand.

But Upgrade wasn't aiming for her head this time. His shots dipped low—two precise projectiles firing toward her feet.

Frightwig darted to dodge the first, her hair flailing to bat it aside, but the second connected, bouncing hard against her ankle. She yelped, staggering, and as she spun for balance, her own long tresses tangled around her limbs. Within seconds, she was trussed like a marionette, completely bound by her own power.

Upgrade fired one last baseball, nailing her square in the forehead. Her eyes rolled, and she slumped to the ground, her own hair cocooning her like a spider's prey.

Erza blinked once, her eyes widening faintly. "…Or perhaps not."

The guild erupted into applause and laughter.

"Brilliant!" Levy cheered. "He tricked her into tying herself up!"

"Smart move, kid!" Cana hollered, raising her mug.

"That was so cool!" Wendy said, clapping excitedly.

Lucy laughed, shaking her head. "Outplayed by her own hair. I almost feel bad for her."

"Almost," Gray added with a smirk.

Acid Breath leapt onto the highest stack of boxes, sneering down at Upgrade. With a deep inhale, he spewed streams of sizzling green vapor in every direction, burning holes into crates and sending Upgrade scrambling for cover.

"Didn't your mom ever tell you it's not polite to spit?" Upgrade quipped, ducking behind one of the larger boxes.

The guild snickered at the barb.

Acid Breath sneered, readying another foul exhale. "Who do you think taught me in the first place?"

Natsu blinked at the screen. "Wait—does that mean his mom could spit acid too?"

Happy flinched, tail puffed. "Yikes! Imagine being kissed goodnight in that house…"

Acid Breath gathered another lungful—but Upgrade sprang from cover, sailing through the air with precision timing. With one perfect shot, a baseball zipped straight into Acid Breath's open mouth. His cheeks ballooned in surprise, and a muffled gag left him stunned.

Upgrade then unleashed a hail of baseballs, pelting Acid Breath mercilessly. Unable to exhale or defend himself, Acid Breath was pummeled into submission, tumbling from the box stack in a heap.

"Ssssteeerike three!" Upgrade declared, his voice cocky.

The guild hall cheered uproariously.

"YEAH!" Natsu pumped his fist. "That's how you knock a freak out!"

"Nicely done!" Wendy squealed with relief.

"Ha!" Cana slapped her thigh, grinning. "That was perfect!"

Gray crossed his arms with an impressed smirk. "Honestly, I thought Acid Breath would be the hardest of the three. But he went down like nothing."

"His flaw was obvious," Erza explained calmly. "His entire ability comes from one source: his mouth. Predictable patterns of attack make him easy to counter."

"Pfft." Happy waved a paw dismissively. "They were all stupid. Stupid freaks."

The guild laughed again, the room brimming with pride for young Ben's resourcefulness.


Upgrade's form disengaged from the pitching machine and walked to the big top, the sounds of panting coming through despite the fact Galvanic Mechamorphs don't breath.

"You can do this. He's just a guy with a red rubber nose and big shoes. Nothing Upgrade can't handle."

Happy tilted his head. "Uh… but his nose is blue. Just like how Ben said the Krakken's eyes were green when they were blue."

Lucy sighed, dragging a hand down her face. "Happy, now is hardly the time to nitpick details."

The blue cat pouted, crossing his arms. "Still counts."

The Omnitrix emitted its familiar warning chirp, the green faceplate blinking red. Before Upgrade could even finish steeling himself, his body glowed crimson and, with a flash, he reverted back to his ordinary human form.

"Whose side are you on anyway?!" Ben snapped at the watch, his frustration echoing in the quiet tent.

Groans filled the guild hall.

"Seriously?!" Gray threw up his hands. "I swear, sometimes it feels like that thing really does have it out for him."

Ben trudged forward. The inside of the tent was lined with warped mirrors, each reflecting his wide-eyed expression back at him. As he caught sight of one particularly warped reflection, he yelped and stumbled.

"Ugh, great. Now you're afraid of your own reflection!" he scolded himself, irritation bleeding through the fear as he kept walking deeper inside.

Wendy hugged her knees, her voice gentle. "He's so worked up… no wonder he's jumpy at everything."

Juvia nodded sympathetically. "Even the strongest heart falters when pressed by fear. Juvia understands."

Gajeel huffed, arms crossed. "Still. If he doesn't pull it together, that clown's gonna eat him alive."

Somewhere in the tent, Zombozo seemed to know about Ben's arrival and smiled. "Hiya, son! Something tells me you'd be a barrel full of laughs!" Zombozo's rasping, gleeful tone echoed from nowhere and everywhere at once.

Many stiffened as one.

"He knows Ben's there…" Mira murmured.

"Which means he's lost the element of surprise," Erza added, her brow furrowed.

Wendy looked pale. "That's bad, right? Really bad?"

"Course it's bad," Gajeel muttered. "Kid's already on edge, and now the freak's got the high ground."

Natsu cracked his knuckles, though his expression was unusually serious. "So what? Forget sneaking around. If Ben gets his head in the game, he can take Zombozo head-on."

Young Ben whirled around, scanning the warped mirrors and props. The clown's voice crawled in his ears, but no figure appeared. Irritated, he marched forward. In his anger, he didn't notice the mirror directly in front of him until he smacked right into it with a startled grunt.

Suddenly, every reflection of Ben in the maze of mirrors distorted—his young face stretching into Zombozo's twisted grin. Dozens of crimson-haired clowns leered back at him, their mouths curling wide.

"Hey, Mr. Serious!" the reflections cackled in unison. "How 'bout a… SMILE?"

"Yikes!" Cana shouted.

"That's terrifying!" Lucy said, recoiling.

Even Natsu flinched, his eyes widening before he forced a cocky smirk back onto his face. "Tch. Didn't scare me," he lied poorly.

"Is he… using magic?" Levy asked, eyes glued to the mirror maze. "Projecting himself onto every reflection?"

Erza's gaze hardened. "It would appear so. This is no ordinary performance trick."

Ben stumbled backward. The reflections pressed their palms against the glass and suddenly reached outward, stretching into grotesque hands that clawed at him.

"Ahhh!" Ben sprinted away, forcing his way through the suffocating sea of grasping limbs.

The clown's voice echoed again, sing-song and cruel. "What's your story, Morning Glory? Was that your mutt, that gave my freaks such frowns?"

The scene warped—suddenly, Ben was dashing along a spiraling yellow road that twisted like a snake through the tent. The path bucked and coiled beneath his feet.

But just as he found his stride, a monstrous jack-in-the-box head of Zombozo burst up from the road itself, springing high to block his way. Its jaw unhinged as it sneered down at him.

"What about that weird blob outside?" the spring-mounted face demanded, eyes glinting.

Ben froze, trembling as the jack-in-the-box swayed closer, the echo of its laughter crashing like cymbals.

The tension amongst the guild hall was unbearable.

"Okay," Gray admitted, his arms crossed tight. "Maybe the fear of clowns isn't so ridiculous after all."

"Agreed," Erza said, her voice low and resolute.

"Juvia…" the water mage whispered, clutching her arms, "…never wants to see another clown again."

Mira's expression was grim. "This is psychological warfare. He's trying to break Ben before they even fight."

"Looks like he's leading the kid into a trap," Gajeel said darkly. "And Ben's running straight into it."

Ben's sneakers skidded against the spiraling yellow path as he turned and sprinted the opposite way. His breath hitched, his chest pounding, the laughter of Zombozo echoing in every direction.

But just as he thought he'd escaped, another grotesque jack-in-the-box head burst from the road, springing high in front of him.

"If it weren't for you…" the second head began ominously.

Before Ben could react, the ground beneath him cracked. A third monstrous head shot upward like a cannon, launching him screaming into the air. Its voice boomed, cruel and mocking:

"Are you some kind of FREAK?!"

"I'm not a freak!" Ben cried desperately, his arms flailing as he plummeted into a swirling black void.

And then—etched in fire across the darkness—Zombozo's grinning face materialized, cackling with maniacal glee as the boy fell endlessly into the abyss.

The guild hall went silent, every mage's eyes wide.

Wendy clasped her hands tightly against her chest, her voice trembling. "This is awful…"

Lucy hugged her arms close, unsettled. "If I were in Ben's shoes, I don't think I could keep going."

Happy shivered, his tail puffed up. "N-Natsu… This clown is really scary."

"Y-yeah…" the Dragon Slayer admitted gruffly, though his fists were tight in his lap.

Levy tilted her head, unease clear in her voice. "How's he doing all this? Are those just illusions? Or… real?"

Gajeel grunted. "Doesn't matter what it is. What matters is how the kid gets out."

Ben sat quietly, arms crossed, his jaw tight. He didn't look away from the scene that occasionally haunted his nightmares.


Ben's terrified fall through the endless void finally halted when his hands instinctively grasped a trapeze swing dangling in the dark. The momentum sent him hurtling forward, swinging higher and higher. He let out a shaky breath of relief—only for a gigantic, chomping Zombozo face to lunge from the shadows.

"AHHH!" Ben cried, tucking his legs in as he narrowly swung through its gnashing teeth.

The guild hall tensed.

He caught another swing, but this one betrayed him instantly. With a sharp snap, the ropes frayed and broke, dropping him like a stone. Ben screamed as he plummeted into a sticky, glistening surface that rippled beneath him.

He groaned, looking around in dawning horror. He was caught in a massive spider web.

The terror escalated. Crawling across the web came a golden spider—its bulbous body grotesque, its many legs clicking across the threads. But worst of all was its face: Zombozo's leering grin stretched across the arachnid's head.

"Come on, kid!" the spider-clown hissed gleefully, drawing close. "You've gotta learn ta' loosen up! Laugh a little!"

Every woman—save Erza—screamed in sheer terror, their voices overlapping in panic.

"SPIDERS?!" Cana yelped.

Lucy all but leapt onto her bench. "Nope! Nope, nope, nope!"

Juvia hugged her arms tightly, trembling. "Spiders with clown faces… Juvia wishes she could unsee this!"

Erza didn't scream, but her knuckles whitened on the edge of her bench, the wood splintering beneath her grip. A bead of sweat slid down her temple as she forced her expression to remain calm.

"Even Erza's shaken?" Gray muttered under his breath.

Ben thrashed in the sticky webbing, eyes wide as the monstrosity raised one of its gleaming, razor-sharp pincers to his neck.

The guild collectively gasped.

"Oh no—" Wendy clutched Carla tight, horrified.

"That thing's gonna kill him!" Cana shouted.

"BEN!" Happy squeaked, burying his face against Natsu's shoulder.

"How the hell did he get out of that?!" Gajeel demanded, his jaw tight.

Zombozo's spider form loomed over Ben, its pincer catching the light. "It's what keeps me going!" the monster declared, before slashing downward.

Instead of skewering him, the strike severed the webbing that held him. Ben screamed again as the cut threads gave way, and he plummeted.

He hit the ground hard with a bone-jarring thud.

"OOF!" half the guild winced together, mirroring the pain.

"Is he alright?!" Wendy squeaked, panic clear in her voice.

Lucy exhaled shakily. "That was rough…"

"But wait—why didn't Zombozo finish him off there?" Levy asked, her voice puzzled. "He had the chance."

Makarov's eyes narrowed, his voice dark. "Because Zombozo didn't want to end his life. No… he wanted to terrify him, shatter him, and savor the fear. Then drain him of his mana at his weakest point."

The guild fell silent at that, the thought sinking in like a stone in their stomachs.

"Tch." Natsu broke the silence, a grin tugging at his lips despite the tension. "Then he's makin' a mistake. Dragging it out like that? That's gonna bite him in the butt when Ben turns it around!"

"Damn right!" Gray agreed, though his arms were still folded tight.

A single harsh spotlight beamed down, illuminating Ben. He found himself in the center ring of the main tent—back in reality.

Ben staggered to his feet. The shadows parted, and from them emerged the genuine Zombozo, sauntering forward with grotesque calm.

The glow of the clown's bizarre body caught Ben's eyes. Ghostly shapes writhed inside the orbs studded across Zombozo's outfit. The camera panned upward—past smaller glowing orbs, to the massive one perched atop his hat.

Inside, Gwen was visible. Her body backlit by fire, her laughter wracking and hollow. Her face looked gaunt, her skin withered, her frame skeletal as if years of life had been stolen in mere hours.

The Fairy Tail guild went silent.

Their eyes widened, their stomachs dropped. Horror strangled the room.

"GWEN!" Wendy screamed, bolting upright as she grabbed onto Ben's sleeve with trembling hands. Her eyes brimmed with tears.

Ben laid a supportive hand across Wendy's shoulders, comforting her. "Hey. It's alright. Everything will be alright."

Cana's usual smirk was gone. "She… she looks like a corpse."

Lucy covered her mouth with both hands. "He's actually draining them…"

Juvia shuddered, hugging herself tightly. "It's monstrous…"

Even Gray, normally sharp-tongued, said nothing. His fists only clenched harder.

Zombozo tilted his head, his grin stretching unnaturally wide. "Now don't tell me you're afraid of old Zombozo?"

Despite their pride, several guild members couldn't deny the truth.

"I… I'm afraid," Levy admitted softly, voice breaking.

"Aye," Happy squeaked, his tail puffed. "This clown's way scarier than any monster we've seen yet!"

Cana scoffed bitterly, pouring herself another drink. "I'd like to see anyone in this room face him without flinching."

Ben, meanwhile, fell backward onto his knees, his voice cracking with terror. "What do you want?"

Zombozo's eyes gleamed. He snapped his fingers, and another spotlight blazed to life. It revealed the giant machine humming in the tent's heart, glowing blue. Inside the glass tubes, screaming ghostly forms writhed, twisting in agony.

A cable snaked from the machine and latched into Zombozo's back. With a grotesque surge, it lifted him into the air, his limbs dangling puppet-like as his grin widened.

"Only what every clown worth his floppy shoes wants!" he cackled, his voice booming and distorted. "Ta' make people laugh!" He bent backward unnaturally as the energy surged into him. "Then drain their positive energy…" His mouth dripped with grotesque slobber. "LIKE A SPONGE IN A POOL PARTY!" His laugh rose to a piercing shriek. "Is that so wrooong?"

"YES!" All of the wizards shouted in unison, their voices rattling the hall.

"More wrong than anything I've ever seen!" Erza thundered.

Natsu growled, his fists alight with flames. "Let me at this freak! I'll show him what happens when you mess with family!"

Levy shook her head, pale. "But what does he mean by 'positive energy'?"

All eyes turned to Ben, who answered, "Zombozo thought he was draining 'positive energy'. In reality, he was ripping away people's mana without knowing what it was."

Ben kept his head lowered, his voice trembling but defiant. "Is that the machine you use to suck the happiness out of your audience?"

Zombozo's grin split wider. He extended his arms as if presenting a masterpiece. "I call it 'The Psyclown!' Clever, eh?" His voice crescendoed into a grotesque cackle. "Soon, I'll be taking my act to tha' big cities! Millions of people laughing for me! Feeding me… making me STRONGER!" His words echoed with lunatic glee.

Lucy shivered, her hands gripping the table. "If he sucks up the mana from entire cities… he'd be unstoppable!"

Levy nodded grimly, her brow furrowed. "He could hollow out an entire kingdom before anyone realized what was happening."

Despite the chill in the hall, Natsu sprang to his feet, flames licking around his fists. "Then stop standing around and fight already, Ben! Take that clown down!"

But the unease in the guild lingered.

Gray shook his head. "He's still too scared. And Gwen…" His eyes flicked to the screen, worry in his voice. "…he doesn't even know if she's alive."

Wendy wrung her hands, whispering, "Please, Ben… be strong."

Ben raised his chin, finally meeting Zombozo's burning gaze. His small fists clenched, and though fear still quaked in his voice, courage seeped through. "I—I want my cousin back!"

Zombozo feigned a gasp, clutching his chest as if wounded. "Cousin? Oh, didn't you hear?" His smile grew impossibly wide. "She ran away with the circus!"

With a dramatic flourish, he gestured to the side.

The spotlight shifted. Gwen lay crumpled on the floor, her body frail, skin pale and drawn, every breath wheezing through cracked lips. A few ragged, broken laughs escaped her throat, but they sounded painful, hollow.

The guild hall erupted.

"HOW DARE HE?!" Erza's voice thundered, her fists slamming into the table hard enough to splinter the wood.

"Bastard!" Gray spat, his voice low and furious.

Juvia's eyes flooded with tears. "Poor Gwen… to be forced to laugh like that…"

"This…" Mira's quiet voice trembled with emotion. "…this has to be the moment that snaps Ben out of it."

Makarov's expression grew grim. "This is beyond cruelty. If that fiend had existed in our world and even considered doing that to one of my children…" His body flared with magic, making all present in the guild hall flinch and sweat from thick it was. "There'd be nothing left of him." He declared, his voice dangerously low.

"You know it's serious when Makarov is this worked up…" Gajeel murmured, jaw clenched.

Young Ben's jaw dropped. He stared at Gwen's withering form, his chest heaving with shock—then turned his eyes to Zombozo. For the first time, they burned with anger instead of fear.

He pushed himself to his feet, defiance rolling off his small frame. His hand reached for the Omnitrix and activated it.

Zombozo's laughter filled the tent, mocking and shrill. But Ben's voice cut through, steady and strong:

"Oh, you're funny but I'M gonna get the last laugh!"

Happy bounced to his feet, pointing excitedly at the screen. "There! There's the episode title!"

The guild, despite the tension, broke into nervous laughter and cheers.

"That's it!" Natsu roared, grinning wide. "Now we're talking!"

"Show him what a real hero looks like kid," Cana muttered, raising her mug.

Lucy exhaled, her lips curving into a small smile. "Go get her back, Ben."

Slamming down the dial, the Omnitrix's green light engulfed Ben's small frame. When it faded, the boy was gone—replaced by the eerie, ghostly form of Ghostfreak.

Elfman crossed his arms, nodding like it was obvious. "Hmph. He should've gone Four Arms. Just pound the clown flat."

Evergreen rolled her eyes so hard it was audible. "Elfman, you think the answer to everything is Four Arms. Not every problem is solved by muscles. I figured you would've learned that after our fight."

"Yeah," Cana smirked, lifting her mug. "Sometimes you gotta fight fire with fire—or in this case, creep with creep."

Gray tilted his head, smirking. "Honestly? This one's perfect. About time Zombozo got a taste of his own medicine."

Zombozo's grin faltered for a second at the sight of Ghostfreak. But his confidence quickly snapped back into place, and he waved dismissively.

"Nice try, kid. But I sell the tricks—I don't buy 'em!" he sneered.

"I just figured out… there's something I'm even more afraid of than you." Ghostfreak's voice rasped, cold and menacing.

"Wait—what's that mean?" Wendy whispered.

Zombozo's eyes widened a fraction before Ghostfreak lunged. His spectral fist connected squarely with Zombozo's face. The blow sent the clown reeling backward, tangling him up in the very cables that tethered him to the Psyclown machine. Sparks burst as the wires wrapped around his limbs.

The Fairy Tail guild erupted in cheers.

"YEAH!" Natsu whooped, throwing his fists in the air. "Solid hit, Ben!"

"Knock that smile off his face!" Gray added, grinning fiercely.

Levy clapped her hands together. "That was perfect timing! Hit him when he didn't expect it!"

"Serves him right," Mira said firmly.

Ghostfreak turned invisible. The air hung still, tense. Zombozo whipped his head back and forth, his manic grin faltering as the reality sank in—his opponent could be anywhere.

His voice oozed through the silence, cold and sharp: "Losing my family to some goofball emotional vampire. In other words…"

The Ectonurite reappeared right behind him, arm cocked back. With a flash of movement, Ghostfreak punched him square across the nose. The clown's rubbery blue nose letting out a comical HONK!

"You're going down, clown," Ghostfreak declared darkly, vanishing into invisibility once again.

The Fairy Tail guild went wild.

"YEAH!" Natsu cheered, flames sparking at his fists. "That's what I'm talking about!"

"Now that's how you shut someone up," Gray smirked.

Cana raised her mug in salute. "Best nose-honk I've ever heard."

Wendy clapped, relief shining on her face. "Go, Ben!"

But Mira frowned, her hands tightening together. "Something doesn't feel right about this. That last line…" she said softly. "That didn't sound like Ben."

Erza glanced at her, brow furrowed. "Perhaps it was only anger, but I see your point."

Zombozo's snarl deepened. He spun again, only for a wooden board to suddenly launch from the shadows and slam into his chest. The force knocked him straight into the Psyclown machine behind him.

Sparks erupted as the impact rattled the nodes. The glowing blue orbs began to crack, one by one, before bursting apart in showers of light.

The guild leaned forward as ghostly shapes—what they once thought of as "souls"—came streaming out in a brilliant wave.

One in particular veered toward the ground, rushing back into Gwen's frail body. Her chest rose, her laughter ceased, and her complexion softened back toward normal, though she remained weak.

The rest of the wisps shot upward, flooding the night sky in a dazzling surge. The wave rippled outward, streaking across the town. Outside the tent, every dazed villager stiffened, their glazed smiles fading as clarity and energy returned to their eyes.

More cheers and applauds went up.

"They're free!" Wendy exclaimed, tears of joy on her face.

"Finally, the machine's destroyed!" Levy said with a grin.

Lucy clapped her hands together, relief flooding her. "Everyone's mana—it's going back to them!"

"Good riddance to that stupid machine," Cana muttered, slamming her mug down with a satisfied grin.

Even Erza allowed herself a small smile. "The parasite has been cut off from his prey."

Zombozo groaned as he crawled out of the wreckage of the Psyclown machine. Sparks fizzled behind him as he staggered upright, wiping grime from his face.

The guild sobered, the cheering quieting.

"All that's left…" Makarov rumbled, his eyes narrowing. "…is to deal with the clown himself."

Zombozo's manic grin wavered Ghostfreak descended slowly from above, his single purple eye locked directly on the clown.

For the first time, the clown faltered. "I-I'm warning you to back off!" He tried to muster his usual bravado, but his voice cracked.

"Ha!" Cana barked a laugh. "How's that taste, you creep?"

"It's about time he felt fear instead of spreading it," Gray said, smirking.

"Aye!" Happy nodded vigorously. "It's satisfying!"

Erza's eyes narrowed, her voice steely. "It is fitting that he now tastes the fear he inflicted on others."

Ghostfreak's voice dropped into a menacing hiss. "You wanna see something really scary?"

Before Zombozo could react, the alien reached to his chest. His claws dug into the seams of his torso and tore himself open. From within, writhing shadowy tentacles unfurled, a vision so grotesque and alien the camera only gave fleeting glimpses.

The zombie-clown's bravado shattered instantly. His cable yanked taut as he flailed backward, his whole body convulsing with terror. He collapsed onto the ground and scrambled in reverse, eyes wide with panic.

Many in the guild recoiled as well.

"WHAT was that?!" Lucy cried.

Levy shivered. "I-I don't even know… but if it scared him that badly…"

Juvia buried her face in her hands, her shoulders trembling. "Juvia does not wish to see that again."

Even Natsu blinked, his flames flickering uncertainly. "Uh… okay. That was… freaky. Even for me."

"Good." Gajeel grinned wickedly, folding his arms. "About time the freak got traumatized."

Ghostfreak's eye glowed brighter as he leaned closer to the cowering clown. His voice carried sharp mockery. "Oh, now don't tell me you're afraid of old Ghostfreak?"

Happy forced out a nervous chuckle, scratching his ear. "Heh… he turned that back on him. Cool, huh?"

The guild exchanged uneasy glances.

"Please… no more!" he begged, his voice cracking.

Lucy frowned, biting her lip. "He's… pushing it too far. Ghostfreak needs to stop."

"Agreed," Erza said sharply. "This is bordering on cruelty."

Wendy wrung her hands. "He should just finish it—not torment him…"

Ghostfreak loomed closer, his long claws raised. "Boo!"

Zombozo convulsed, trembling violently. Then, with a grotesque pop, his head ballooned like a rubber ball, swelling larger and larger. His body jerked and stretched—and suddenly burst apart in a shower of multicolored confetti.

The tent went still.

The guild hall fell silent, eyes wide, every mage frozen in shock.

"…Did… did Ghostfreak just kill him?" Cana asked, her voice unusually sober.

"He was a killer zombie clown hellbent on draining mana from entire towns," Gray muttered, unsettled. "But still…"

Lucy's eyes softened, uncertain. "…That didn't feel right."

Ben raised a hand calmly, breaking their spiraling thoughts. "Relax. I didn't kill him. Zombozo used some trick to escape. I didn't know that at the time." He hesitated, then added, "And besides… Zombozo is technically already dead. He's a zombie. He doesn't play by normal rules."

Mira exhaled slowly, though her brows remained furrowed. "So that was just a ruse."

Erza crossed her arms, her voice cold. "Nevertheless, he begged for mercy. That was… uncomfortable."

"Bah." Gajeel scoffed, baring his teeth. "Begging don't erase what he did. He had it coming."

Cana swirled her drink thoughtfully. "Maybe. Or maybe Ben's got a bit of a sadist streak hiding under there."

"NO!" Juvia interjected passionately, shaking her head. "Ben is not evil! It must be the alien—this… Ghostfreak. He warps his mind somehow."

Levy bit her lip. "That would make sense. His voice, his words—they didn't sound like Ben at all…"

Ghostfreak's eye flickered as he looked down at his clawed hands, unsettled. "Whoa… that kind of even freaked me out."

With a green flash, the alien form dissolved, leaving young Ben standing there.

He didn't hesitate to bolt across the tent, skidding to his knees beside Gwen.

Her eyes fluttered open. She blinked at him groggily. "Wha—Ben? …Hey, where's that popcorn?" she mumbled weakly.

A long, relieved sigh rippled through the room, the tension breaking in a rush.

"Thank goodness…" Wendy whispered, wiping at her eyes.

"Finally," Lucy said, smiling through the lingering nerves. "She's okay."

"Leave it to Gwen to ask about food first thing," Cana chuckled, shaking her head.

Happy giggled nervously. "She's back to normal, aye!"

Wendy looked at Ben with wide, earnest eyes. "I've changed my mind. I don't want to go to the circus anymore."

Her words earned a ripple of agreement throughout the guild.

"Aye…" Mirajane admitted softly, her smile faint but uneasy. "Not after that."

Gray shivered visibly. "Same here. If that's what clowns are like in Ben's world, count me out."

Levy crossed her arms. "I think I'll stick to books for entertainment."

"Good call," Cana said, downing the rest of her drink.

Even Natsu, who normally laughed in the face of danger, grimaced. "Tch. Guess I'll pass too."


The scene transitioned to the Rust Bucket rumbling down a quiet highway. Police cars swarmed around the circus, their lights flashing in the distance.

Inside the RV, the mood was calmer. "You feeling okay, Grandpa?" Ben asked worriedly.

"Happy as a lark! Pretty clever, you 'scaring away your fear' like that." Max's voice carried both pride and relief.

The Fairy Tail guild softened at the exchange, though unease lingered.

"At least it's over…" Wendy sighed.

Lucy frowned thoughtfully. "But Zombozo's still out there."

Erza nodded gravely. "Yes. Evil rarely stays gone for long. It is troubling."

"Bah, let that freak try again," Gajeel snorted. "He'll think twice before messing with Ben after that beatdown."

Natsu grinned fiercely. "Heh. Bet he'll have nightmares about Ghostfreak now."

Ben beamed at his grandfather's praise. "Thanks."

Suddenly, Gwen leapt into view, wearing a garish clown mask. She threw her arms wide and shouted, "BOO! Hahaha!" Her laughter echoed through the Rust Bucket as she tried to spook her cousin.

The guild tensed at first, instinctively uneasy at the clown imagery, then relaxed when they realized it was Gwen's prank.

But Ben didn't flinch. He blinked once, his voice casual, even teasing. "Oh, hi Gwen. Trying out some new makeup? That's a good look for you."

Laughter erupted around the guild hall.

"Hah!" Cana nearly spilled her drink, grinning wide. "Savage comeback!"

Lucy giggled. "Perfect way to turn it around."

"Smooth," Gray said, smirking. "Didn't even blink."

Natsu slapped the table. "That's how you do it, Ben! Fear conquered!"

Gwen pouted, pulling the mask off with a huff. "Aww, you're no fun anymore!" She tossed it aside and stomped off.

Ben and Max exchanged a knowing smile, both proud of what had been overcome.

The guild hall applauded together, a wave of claps and cheers rising through the room.

"He did it," Mira said softly, smiling. "He really conquered it."

"He faced his fear head-on," Erza said, nodding approvingly. "That is the true mark of growth."

"So manly!" Elfman approved, pumping a fist.

"Aye, and he even got the last laugh!" Happy chimed, earning chuckles from those around him.

The image slowly faded to black. A beat of silence passed before glowing runes shimmered once more above the lacrima screens:

"INTERMISSION — 15 minutes until the next episode begins."

Notes:

A/N: Special thank you to my “You-Know-What” Supporters: Reddicide, Home On The Picture, FrenziedStar

Speaking of that, new chapters are available there 3 days before they're published publicly as well as access to other goodies. No pressure at all, but if you enjoy the story and want to help me keep going, it's another way to show support.

Hope you all enjoyed this installment! I appreciate the follows, favorites, and support this story has gotten so far!

As always, I'd love to hear your thoughts—so please leave a comment or critique in the comments below. Your feedback really helps!

Chapter 11: Episode 10: Lucky Girl

Summary:

The Fairy Tail guild witnesses how magic works in Ben’s universe as Hex, an evil sorcerer, seeks an ancient spellbook to make himself unstoppable—while Gwen experiences her very first taste of magic as the heroine, Lucky Girl.

Notes:

Disclaimer: Ben 10 and Fairy Tail are not mine — I'm simply a fan playing in their sandbox. All credit goes to the original creators.

(See the end of the chapter for more notes.)

Chapter Text

Following the end of Episode 9, many in the guild hall break out into applause for Ben.

"That was incredible!" Mira said first, clapping her hands together. "You actually faced down something that terrified you and won!"

"Yeah!" Wendy added eagerly, eyes wide. "That was amazing!"

Gray smirked, arms crossed. "Gotta hand it to you, Tennyson. Not many could've stood their ground after all that nightmare fuel."

"Ben was very brave," Juvia agreed softly, nodding. "Zombozo had such a frightening presence, and yet Ben still faced him!"

Happy puffed out his chest proudly. "Aye! Super brave!"

Ben chuckled. "Heh, thanks. When the chips are down, you can trust I'll stand."

"Manly!" Elfman declared, pounding a fist into his palm.

The guild laughed lightly, and the tension from the episode began to ease—until Lucy tilted her head thoughtfully.

"Hey, Ben…" she began, frowning. "You said that Zombozo was a zombie. But… how exactly did he become one?"

Many turned toward him.

Ben shrugged cluelessly. "Can't say. Don't know much of anything about Zombozo before I met. Don't really care all that much either if I'm bein' honest."

Makarov's brow furrowed thoughtfully. "Someone must've used necromancy—or something close to it—to bring Zombozo back to life."

"That's what I figured," Ben admitted. "Or some kind of dark science or energy manipulation. Results are still the same."

Gray leaned back. "Kinda reminds me of what that Animo guy did—using tech to bring dead animals back to life."

"Black magic, necromancy, science…" Gajeel muttered, cracking his neck. "Doesn't matter what you call it. Dead things shouldn't walk around sucking the life outta people."

"Agreed," Juvia shuddered.

Mira's expression softened, her tone quieter. "It's awful—but also sad. Whoever Zombozo used to be… he must've been long gone by the time Ben fought him."

Ben's expression darkened slightly. "I doubt he was that great of a guy even before he became a zombie, but yeah, I see where you're coming from Mirajane."

That grim thought lingered in the hall for a moment before Makarov broke it. "Still," he said, eyes twinkling faintly, "the fact that you stood against him at all is something to be proud of. Fear is a formidable foe."

"I don't think I could've done what you did, Ben," Wendy admitted softly. "If someone made me face my worst fears, I think I'd freeze."

Ben shook his head, offering her a gentle smile. "Nah, I don't buy that for a second. You've already proven you're brave, Wendy."

Her brown eyes blinked up at him. "Huh? When?"

"Back on Nirvana," Ben reminded her. "You didn't hesitate when you destroyed your assigned lacrima, even though you were terrified. You knew it had to be done—and you did it anyway. That was courageous of you."

Wendy's cheeks flushed faintly, her fingers curling in her lap. "I… I was just doing what I had to."

"Exactly," Natsu said, grinning. "That's what makes you strong. You don't think twice when people need you."

Gray nodded in agreement. "You've got more guts than you give yourself credit for, kid. Most people your age wouldn't have lasted a second out there."

Erza smiled proudly, her tone softening. "You possess a kind of courage that doesn't come from battle—it comes from compassion. Never underestimate that, Wendy."

"Give yourself a little more credit, Wendy." Lucy added kindly. "You've got a lot more courage in you than you realize."

Wendy's eyes widened slightly as her lips curved into a shy smile. "Th-thank you, everyone."

Carla nodded approvingly, her expression as dignified as ever. "I've been telling her that for ages. It's good to see she's finally listening."

Laughter rippled through the guild, soft and warm. The tension that had lingered since the end of the episode finally eased.

From the next table over, Gajeel leaned back in his chair, folding his arms with a grin. "So tell me, Tennyson—if clowns don't scare you anymore, you got any other fears rattlin' around in that head of yours?"

Ben smirked, confident as ever. "Me? Nah. I'm fearless." His words came a little too quickly, though. Everyone knowing about my old fear of clowns is one thing. There's no way I can let them find out about peacocks. I'd never hear the end of it!

Juvia, however, caught the faint twitch in his left eye, her smile curling ever so slightly. "Juvia believes that may not be entirely true," she murmured under her breath, amused.

Wendy then tugged on Ben's sleeve. "Um… Ben?" she asked. "When will Gwen learn that she can use magic? I really want to see her in action!"

Her question earned a few curious murmurs from the others—especially from Lucy and Levy, who both leaned forward with interest.

Ben smiled at the young Sky Dragon Slayer's enthusiasm. "She will soon," he said. "But it didn't happen all at once. She had to grow into it, kinda like learning a new language. It was a slow build."

Levy's eyes lit up. "That makes sense! Even with magic, the best wizards start with the basics before mastering real spells."

"Still," Natsu grinned, cracking his knuckles, "I bet when she does get it, she's gonna be a blast to watch."

Ben chuckled. "Oh, you have no idea."

Before anyone could say more, a familiar hum filled the air. The glowing runes above the monitors shimmered back to life, golden light spilling across the guild hall and catching everyone's attention.

The words began to rearrange themselves, lines shifting until the message was clear:

"INTERMISSION COMPLETE — PLEASE TAKE YOUR SEATS. The next episode will commence shortly."

The chatter died down as excitement rippled through the room once more.

Cana stretched her arms over her head with a yawn and a grin. "Well, sounds like it's showtime again."

Gray leaned forward on the picnic table, arching a brow. "Are we gonna get any kind of longer break though? I mean, it's already been what—six hours?"

"Who cares!" Natsu shouted. "These episodes are awesome!"

"Aye, sir!" Happy echoed, his little wings fluttering with excitement.

Gajeel groaned from the back. "Interesting or not, we all gotta sleep at some point."

"Then maybe you should stop complaining and watch, metalhead," Cana teased, smirking into her drink.

Before the bickering could continue, the lacrima screens all shimmered at once. Golden runes rippled across them, rearranging into new words:

"Episode 10: Lucky Girl."

"'Lucky Girl?'" Lucy read aloud, tilting her head. "That's… kinda vague. Who's supposed to be lucky?"

"Maybe it's another new alien?" Levy guessed. "One that brings good fortune?"

Happy tapped his chin thoughtfully. "Or maybe it's about Ben winning the lottery!"

"That'd make for a pretty boring episode," Gray snorted. “Plus, it says ‘girl’, so if anything, it’d be about Gwen or something.”

Mira smiled knowingly. "I think it might be about Gwen. The title sounds like it fits her more than Ben."

"Yeah…" Wendy nodded in agreement. "She's the only girl traveling with them so far."

"Bingo," Ben said with a grin. "I remember this—it's when Gwen starts to use magic. In a sense."

That got everyone's attention.

"Wait, what?!" Lucy blurted. "You mean she'll actually learn how to use spells here?"

"Eh, more or less," Ben replied with a shrug. "It's not the same kind of magic you guys use—it's more like… well, you'll see. Let's just say Gwen finally gets her chance to shine."

Wendy leaned forward eagerly, her eyes sparkling. "So this is her moment? Oh, I can't wait!"

"About time she got to show what she can do," Cana added, swirling her drink. "She's been keeping you in line all this time—it's only fair she gets her own spotlight."

Erza smiled faintly. "A fitting change of pace. I look forward to seeing her potential realized."

"Same here," Levy said brightly. "Gwen's really clever—if she learns to use magic, she might even give Ben a run for his money!"

"Ha!" Natsu grinned, punching the air. "Now that I wanna see!"


The first image that appeared was one of New Orleans' historic streets, illuminated by a full moon. The camera slowly panned closer, revealing a road lined with historic buildings, each one dressed in ornate French architecture.

Inside a dimly lit museum, glass cases reflected the flicker of antique lanterns strung above. The Tennyson Trio moved along a guided tour, following a curator who gestured toward a collection of relics.

"Whoa…" Lucy breathed, leaning forward. "Where is this place?"

"New Orleans," Ben explained casually. "It's a city in my country—pretty famous for its food, music, and old architecture. This part of town is one of the oldest in America."

Levy's eyes sparkled. "A historic district, then? The craftsmanship in those buildings is incredible!"

Mira smiled warmly. "It looks so full of life—even at night. Almost magical."

"More like haunted," Gray muttered, eyeing the dark corners of the museum. "Places that old always have ghosts lurking around."

"Ghosts?" Happy squeaked, fluffing up. "Aye! You mean like actual ghosts?!"

Ben chuckled. "Some people say that, yeah. New Orleans has a ton of ghost stories and legends. Part of its charm."

"Makes sense," Erza mused thoughtfully. "The atmosphere does feel rich with history and mystery."

"Eh, who cares about that boring stuff?" Natsu waved off. "Is the food any good?" He asked eagerly.

"Oh, definitely!" Ben replied. "You'd guys would love it. There's gumbo, jambalaya—spicy stuff everywhere."

That immediately caught Natsu's interest. "Spicy? Alright, now that's my kind of place!"

"Focus, flame brain," Gray rolled his eyes. "They're in a museum, not a restaurant."

As the tour went on, Young Ben wasn't really paying attention. Ben placed his head behind one of the old tribal masks displayed.

A few members of the guild couldn't help but chuckle.

He walked away from the mask and joined the rest of the group, who were looking at an old book behind a glass display.

"...And behind this impenetrable glass," the old woman said, "is the recently discovered and only known existing copy of the Archamada Book of Spells."

"It contains ancient witchcraft and rituals from the later sixteen hundreds." Gwen explained alongside the guide.

A few murmurs rippled through the guild.

"Book of Spells?" Lucy repeated.

"The heck is Archamada?" Gray asked, arching a brow.

"What kind of spells exactly?" Levy asked, her interest piqued.

"It's got all kinds of spells. More than just one type." Ben rubbed his neck awkwardly. "I…can't give too many details on it. That's more Gwen's wheelhouse."

The tour guide turned to Gwen. "Maybe you should work here, dear," she said with a condescending tone.

Gwen's expression faltered, her shoulders shrinking a little.

Levy frowned. "Ugh, I hate when people act like that. Gwen wasn't even being rude—just knowledgeable!"

"Some folks can't stand being outshined," Cana added. "Especially by a kid."

But Ben was quick to lean over to his cousin, smirking. "Don't let mummy-face get to you. She's probably older than that spellbook."

Then, in true Ben fashion, he threw his arms out stiffly and groaned, staggering like a mummy.

Gwen burst out laughing, the tension immediately easing.

Many of the wizards couldn't help but join in with warm smiles.

"Ha! Good on him," Lucy said, grinning.

"See?" Mira said softly. "For all his mischief, Ben really does care about his cousin."

"Manly thing to do," Elfman added proudly.

Wendy smiled softly. "It's good to see them getting along so well."

The museum's peaceful atmosphere was suddenly broken by a deep, echoing rumble that shook the floor. Display cases rattled, lanterns swayed overhead, and the soft hum of background chatter turned into startled gasps. Then, without warning, every person in the room began to rise off the ground—feet lifting, then torsos, until the entire tour group floated toward the ceiling.

The camera spun upside down, showing the crowd pinned to the ceiling as though gravity itself had reversed.

The guild looked on with surprise.

"What in the world—why are they floating all of a sudden?" Lucy asked.

"Is there some kind of technology being used?" Levy wondered. "We've seen some pretty advanced stuff so far."

"Could be a kind of telekinetic force," Makarov mused. "Or perhaps… Levitation Magic."

"Something tells me this isn't on the tour!" Max grunted.

That earned a few chuckles around the guild hall.

"Ha! That'd make one heck of a memorable trip," Cana joked.

A swirling puff of crimson smoke seeped through the skylight window, curling through the air before descending toward the display case containing the Archamada Book of Spells.

The smoke thickened, twisting into a humanoid form. From within it emerged a tall man with ashen-gray skin, draped in a red-and-black hooded robe over tattered black pants that ended just below the knees. Black arm guards covered his forearms, and long, worn socks left his heels and toes bare. His face was painted in bone-white and shadowed black to resemble a skull, and his golden eyes gleamed with malice beneath the hood.

In his right hand, he gripped a wooden staff crowned with the carved skull of a bird. Around his neck was a mantle with five circular talismans with peculiar markings on them.

"The Archamada Book of Spells…" he intoned. "All of its power shall soon be mine!"

The guild murmured with immediate interest—and suspicion.

"Who's this creep?" Natsu growled.

He didn't know why, but he was getting the same vibes he had around Erigor, Jellal, and Brain.

"He's trouble, no doubt," Erza's eyes narrowed.

"Geez, can't go anywhere nice on this vacation without some maniac trying to steal something," Gray muttered.

"Who's he, Ben?" Lucy asked, glancing toward Ben.

Ben leaned back slightly. "That's Hex. He's an evil wizard in my world—first real magic user I ever ran into. His goal's simple: he wants to become all-powerful and rule the world. Ya know, standard stuff."

A few groans went around the guild.

"How original," Cana sighed.

"Sounds like half the dark guilds we've faced," Gray added with a shrug. "Just with worse fashion sense."

"Aye!" Happy chirped. "He looks like he's trying too hard to look scary."

Still, Levy's expression remained focused. "Even if his goal's typical, his magic looks versatile. So far, he's used levitation and some kind of spell that turns his body into red mist. What type is he using?"

"Fah-Cah-Me-Doof!" Hex chanted.

One of the charms on his mantle—the second one to the right—glowed yellow. In an instant, the reinforced glass shattered with a deafening crack. The book levitated off the podium and landed neatly in Hex's waiting hand.

Natsu burst out into laughter. "What the heck?!" He doubled over. "Did… did he just say you-call-me-doof?"

Several more wizards laughed alongside the Dragon Slayer.

"Fah-Cah-Me-Doof!" Happy repeated in a mocking sing-song tone. "That's the weirdest spell I've ever heard!"

Even Gray smirked. "Yeah, not exactly 'Ice-Make: Lance' or 'Fire Dragon's Roar', is it?"

Erza, however, was more analytical. "Strange… there was no visible magic circle. His magic manifested instantly upon speech."

"But one of those objects on his neck glowed when he chanted the spell." Lucy observed. "Could those be talismans?"

Makarov hummed thoughtfully, his brow furrowing. "Perhaps. That incantation though… It held weight. I felt the resonance even through the screen."

Natsu jumped onto the table, using his scarf to mimic a hood. "Call-Me-A-Doof!" He struck a dramatic pose with one hand in the air. "Behold my ultimate spell!"

Laughter rippled out across the guild hall.

Young Ben twisted the dial, aiming for his next transformation. "Now might be a good time to go…" Before he could finish the sentence, Hex used his spell to end the levitation spell.

"...Hero! Oh!" Ben yelped as the force cut out.

Everyone in the museum screamed as gravity suddenly reclaimed them and they plummeted toward the floor.

"Oh no!" Wendy cried out. "That high up, they'll all get really hurt!"

"C'mon, do something little Ben!" Natsu urged.

Ben slammed down on the Omnitrix just in time. A flash of emerald light filled the screen, and where the boy once was, the sleek, black-and-blue form of XLR8 appeared mid-fall.

In a blur, he shot downward. Spotting a large tapestry hanging nearby, XLR8 seized it and yanked the bottom free, whipping it out beneath the falling group like an oversized net. The cloth billowed open just in time, catching Max, Gwen, and the startled tourists in a cushioned landing.

"Everyone out!" the Kineceleran barked.

Several of the wizards cheered.

Wendy clapped her hands excitedly.

"Nice save!" Cana grinned.

"Talk about quick thinking," Lucy said, smiling.

Jet leaned forward with a wide grin. "That's my kind of move! Swift, efficient, and clean."

The last of the museum-goers ran for the exits, led by Max. "Ben, be careful," he warned. "You don't know what tricks he's got up his sleeve!"

XLR8 turned sharply to face Hex, the visor on his head snapping down. "Dude, you want a book, try the library." He quipped.

A ripple of laughter filled the guild hall.

"Classic Ben," Gray said, smirking. "Still got time for jokes even against dangerous baddies."

Juvia sighed softly. "Juvia admires his confidence."

Hex faced XLR8 as the second charm on his neckband glowed while holding up his staff.

"Bethi-Mordor-Natta!" Hex chanted loudly.

Fire erupted out from his staff, engulfing the nearby tapestry XLR8 had used as a landing pad. The cloth went up in seconds, collapsing in a cascade of burning fabric toward the speedster below.

Several mages collectively gasped while others were surprised.

"Whoa! He can use Fire Magic too?!" Macao exclaimed.

"Now that's more like it!" Natsu shouted, grinning. "Didn't think the creepy skeleton guy had it in him!"

"Looks like you've got competition," Gray teased, smirking.

Natsu snorted, crossing his arms. "Tch, please. His flames don't have anything on mine!"

I mean, he's not wrong. Ben inwardly admitted. Natsu's fire is definitely more powerful than whatever fire spell he or Charmcaster could make.

XLR8 dashed up the nearest wall, running along the vertical surface to avoid the flames. But Hex wasn't finished. With a flick of his wrist, shards of crimson crystal shot from his staff, exploding on impact wherever they struck.

"Now he's switching to Crystal Magic?" Levy said, wide-eyed.

XLR8 charged at the sorcerer, who suddenly unleashed a blinding light. The flash hit XLR8 mid-stride, causing him to lose his footing. He slid hard into a row of display cabinets.

Several guild members winced collectively at the sharp sound of the crash.

"Oof!" Laki cringed. "That's gotta hurt."

"Light Magic on top of levitation, fire, and crystal?" Erza observed, her brows knitting. "He's incredibly versatile."

"Yeah," Lucy agreed, folding her arms. "It's like he's not bound by any single magic type. That's… really unfair."

"While it isn't unheard of for wizards to learn a few spells outside their primary discipline," Mirajane continued thoughtfully, "it's another matter entirely to wield as many as Hex does."

Wendy looked over at Ben, curiosity shining in her brown eyes. "Ben… how can Hex use so many different spells? Doesn't he have a specific magic affinity?"

Ben shook his head. "Wizards in my world don't work that way. They aren't born with one kind of magic like here. Magic's more like… a language. If you know the words, you can shape almost anything—fire, light, levitation—you name it."

"Wait, anyone can do that in your world?" Jet asked incredulously.

Ben nodded. "With training, yeah. A sorceress fri—uh, acquaintance of mine," he caught himself before saying Charmcaster was a friend, "told me once: 'Names are power.' Technically, anyone can use magic—if they understand mana and the true Name of what they're casting."

The room fell silent for a beat.

"That's…amazing." Lucy murmured. "A wizard who could use any kind of magic?"

Levy leaned forward, eyes wide with intrigue. "So it's all based on knowledge and language… Incredible!"

Erza nodded slowly. "A system built not on innate talent, but on wisdom and study. Admirable indeed."

"Sounds exhausting," Natsu muttered.

Gray smirked. "Yeah, that's because you'd have to read something first."

"WHAT WAS THAT?!" Natsu roared, immediately chasing him around the room as the guild hall erupted into laughter.

Levy spoke again. "So then, Hex must have studied hundreds of texts to master that many spells."

Juvia frowned. "Juvia does not like this man. Too unpredictable. Too dangerous."

"Yeah, no kidding," Droy added. "It's like fighting every kind of wizard rolled into one. Totally not fair."

Natsu's grin returned, fire crackling around his fists. "Heh. All the better. Makes the fight more fun!"

Hex turned toward the downed Kineceleran, his golden eyes narrowing. He raised his staff at him. But before he could strike, two metal garbage bins suddenly slammed into the back of his head. It distracted him long enough for him to turn away from XLR8 and to the throwers: Max and Gwen.

"Ha! Nice shot!" Natsu cheered.

"Aye!" Happy chimed. "That's one way to fight dirty."

"While I commend their bravery, they're now in the crosshairs of a dangerous man." Erza said.

Gwen stood beside her grandfather. "Guess we got his attention…" she said nervously.

"Kind of wish we hadn't," Max replied dryly.

The humor didn't last.

Hex's golden eyes widened and an invisible shockwave erupted outward, knocking Max and Gwen off their feet.

"He just sent them flying like rag dolls…" Lucy murmured, eyes wide.

"Damn." Gray hissed. "He didn't even use the staff!"

Natsu clenched his fists. "Ben needs to deck this guy already!"

Levy tilted her head. "He's used that staff to cast his spells until then. Does he not need it to use his magic?"

Makarov stroked his beard, studying the scene closely. "From what I can tell, that staff is an amplifier. It enhances the potency of his spells, but he doesn't rely on it completely. A mage of his caliber likely channels a baseline of power through his body alone."

Erza's eyes narrowed, her tone sharp. "Perhaps that could be a potential weakness then?"

With Max and Gwen taken care, Hex turned to deal with XLR8; however, he was shocked to see the alien rushing toward him and struck him in the face, stunning him.

"YEAH!" Natsu jumped to his feet. "Now that's what I'm talking about!"

XLR8 zipped around the sorcerer, his movements reduced to a streak of blue light as he struck again and again—delivering rapid punches to Hex's torso, chest, and jaw, each one too quick to block.

"Look at him go!" Jet shouted, his eyes sparkling. "That's speed, baby! Man, what I wouldn't give to be that fast!"

As the flurry of attacks continued, a sharp ping rang out. Something small and circular flew from Hex's neckband, rolling across the floor.

Levy leaned forward. "Wait… what was that?"

"Some kinda charm maybe," Gray noted. "It fell off his robe. Right in the center of his chest."

"If they are charms of some kind, what do they do?" Lucy wondered aloud.

Meanwhile, the battle on-screen intensified.

XLR8 skidded to a halt, then dashed in circles around Hex so fast the room blurred into streaks of color. The wind picked up violently, swirling papers, broken glass, and museum artifacts into a roaring funnel.

"Whoa…" Wendy whispered, eyes sparkling. "He's creating a tornado with just his speed!"

The speedster's spinning vortex caught Hex in its grip, lifting him helplessly into the air. Then, without warning, XLR8 changed direction. The vortex twisted downward, slamming Hex straight into the ground with a crash that rattled the building.

The guild hall exploded in cheers.

"AND STAY DOWN!" Natsu yelled, punching the air.

"Now that's how you handle a dark wizard!" Gray laughed.

Elfman bellowed, "That's a manly victory!"

Even Erza smiled faintly. "An efficient takedown. Well executed."

The dust settled. Hex lay sprawled in the shallow crater on the floor, barely conscious. With the villain defeated, XLR8 turned to where the loose charm had rolled. Picking it up between three claws, he briefly examined the strange talisman.

"Nice job!" Max called out from across the room.

XLR8 shrugged modestly. "Just doing what I need to do…and keeping it low-key."

That line earned an immediate, collective groan from the Fairy Tail guild.

"Low-key?!" Gray said, incredulous. "He just wrecked half the museum!"

Lucy facepalmed. "That's about as 'low-key' as Natsu in a library."

"Hey!" Natsu objected, glaring at her.

Happy grinned. "She's not wrong!"

Still, despite the teasing, there was a shared look of pride among the guild. Ben had stood up to a seasoned sorcerer, outmaneuvered him, and even disarmed part of his power—all in one fight.

"Ben's growing stronger," Erza said quietly.

"And smarter," Mirajane added. "He used speed, not brute force. That's a sign of real progress."

"Guess the 'low-key hero' thing's not completely unjustified," Cana said with a grin.

XLR8's declaration of "keeping it low-key" lasted all of thirty seconds.

Sometime later, flashing lights and loud chatter filled the museum with reporters and photographers on scene. XLR8 stood front and center, visor down.

"Who's your hero?!" XLR8 shouted with a grin, striking a dynamic pose as the crowd erupted into cheers.

The Fairy Tail guild collectively groaned and laughed at once.

"Well, stand corrected on the 'low-key' thing." Cana chuckled.

Lucy shook her head, smiling. "He's even more of a showboat then than he is now."

Erza crossed her arms, though even she smiled slightly. "Confidence is admirable… but moderation wouldn't hurt."

"Who's your hero?!" Natsu mimicked, striking the same pose.

Nearby, Gwen stood off to the side, arms crossed and lips pursed, clearly unimpressed.

"Looks like someone's a little jealous." Levy noted.

"Can't blame her." Droy said. "She and Max did distract Hex from attacking Ben earlier."

Jet smirked. "And Ben's the one getting all the glory."

As XLR8 continued waving to the crowd, police officers moved in the background, carting off an unconscious Hex.

"Good riddance," Gray muttered. "Guy gave me the creeps."

"Yeah," Wakaba agreed. "But I still don't get how they're planning to keep him locked up. What if he just," he gestured vaguely, "poofs outta there?"

Levy frowned. "He's got a point. If Hex can cast spells without his staff, ordinary cells won't hold him."

"True," Erza said, nodding solemnly. "Here, authorities use Sealing Stones to suppress a mage's power… but I doubt this world's law enforcement has such measures."

Makarov took a long swig from his mug. "Then I suspect this won't be the last we see of this 'Hex.'"

That comment drew a low murmur of agreement across the guild.

"Still," Wendy said softly, smiling a little. "At least everyone's safe now. Ben saved a lot of people tonight."

Carla sighed. "I suppose I can admit when he does good… Even if he can't stay out of the camera's way."


The view shifted to the Rust Bucket rumbling steadily along a quiet stretch of road. Inside, Ben lounged at the table with his box of "trophies". He placed Hex's charm inside, alongside Dr. Animo's Transmodulator, a photograph of Captain Shaw, and several snapshots of Ben and Gwen from Sparksville.

Sitting across from him, Gwen was clearly annoyed.

"All I'm saying," she began sharply, "is that you didn't exactly stop that creep all by yourself today, okay? I helped save your sorry butt, but does anybody notice me?"

"Hey," Ben said, voice casual and self-satisfied, "being a hero isn't about getting attention."

That line was all it took.

Half the Fairy Tail guild groaned in unison.

"Oh, please!" Lucy exclaimed. "This from the guy who was striking poses in front of cameras five minutes ago."

"Yeah!" Gray smirked. "'Being a hero isn't about attention,' my butt!"

Ben groaned, tilting his head back. "Okay, okay. So maybe I was being a little hypocritical."

"As little as Natsu's appetite." Happy teased.

"'Who's your hero?'" Natsu parroted in a ridiculous voice, grinning ear to ear.

Several wizards laughed.

Juvia, however, frowned softly and shook her head. "Juvia thinks Young Ben is only trying to sound humble. Perhaps he's embarrassed that he enjoyed the attention."

"Uh-huh," Cana said with a teasing grin. "Sure, and I only drink water on weekends."

The guild burst into more laughter.

Ben crossed his arms, groaning. "Yeah, yeah, I know. Laugh it up."

Gwen's expression was perfectly flat.

"'Who's your hero?'—uh, hello?" She lifted her arms and mimed dramatically to an imaginary crowd, her voice dripping with sarcasm.

"YES, GWEN!" Lucy laughed. "Call him out!"

"Aye!" Happy agreed, snickering. "Someone's gotta keep him honest!"

From the driver's seat, Grandpa Max assured her, "I noticed you, Gwen."

"We're related, so that doesn't count." She retorted.

Several more chuckled at this.

Cana snorted. "No mercy for Grandpa Max either."

"Hey, no offense," Ben said, leaning back smugly, "but you threw a trash can at the guy. That doesn't exactly make you a hero—unlike me."

Half the guild immediately groaned in unison.

"Oh, come on, Ben," Lucy said to the on-screen boy, exasperated. "She and Max literally saved you from getting blasted!"

Gray crossed his arms, unimpressed. "Yeah, without that distraction, Hex would've roasted him."

Sipping her drink, Cana smirked. "Gotta love how humble he isn't."

"Ben's still a kid," Mirajane said lightly, though her tone was amused. "Confidence like that's part of growing up."

"Confidence?" Carla scoffed. "More like ego."

On-screen, Gwen's patience finally snapped. "Wake up! The only reason you're a big hero is because of that watch! If I found it instead of you, I'd be getting all the attention and all the cool souvenirs!"

She finished with a frustrated huff, turning toward the window to sulk.

The guild fell quiet for a moment—sympathy replacing laughter.

"She has a point," Erza said thoughtfully. "Her reasoning is flawed, but her feelings aren't. It's difficult watching someone else gain all the recognition when you've contributed as well."

Levy nodded. "That kind of thing stings."

Wendy frowned softly. "Poor Gwen… she just wants to be recognized."

"Aye," Happy said. "I'd be upset too if someone ignored my help."

Even Natsu looked a little sheepish. "Kinda reminds me of when Lucy gets mad at me for stealing her spotlight."

Lucy glared playfully. "Reminds you?"

"Okay, fine. Exactly like that." Natsu admitted.

Young Ben watched his cousin sulk for a moment, then sighed. He dug around in his souvenir box and pulled out the charm.

"All right, here," he said, holding it out toward her. "Take it."

Gwen blinked in surprise, her irritation fading instantly. "Really?"

"Yeah, I've got tons of other stuff." Ben assured her as she accepted the charm.

Grandpa Max glanced back, his voice warm but firm. "Gwen? Don't you have something you want to say to Ben?"

"You know this doesn't change the fact that you're just plain lucky," Gwen said, though her tone was softer this time. Then, with a small smile, she added, "But… thanks."

Ben smiled back, genuinely for once. "You're welcome."

Many in the guild, women especially, loved this part.

"Awwww," Mira cooed, clasping her hands together. "That's so sweet!"

Lucy smiled warmly. "They're actually kind of cute when they're not arguing."

Happy agreed. "Aye! It's like Natsu and Gray when they're not yelling!"

"So, what—five minutes a year?" Macao joked.

The rest of the guild chuckled at this.

Jet tilted his head. "So… what is that thing, anyway?"

Levy leaned forward, eyes bright with curiosity. "It's one of Hex's charms—the one XLR8 knocked off during the fight."

Lucy tapped her chin thoughtfully. "I wonder what it does. One of them glowed back at the museum, which means it was definitely active. But right now, it's impossible to tell what kind of magic it holds."

"That's what concerns me," Erza said, her voice calm but firm. "A charm like that could be dangerous."

Makarov, perched on the bar counter, gave a slow nod. "Indeed. Magical artifacts of great power are rarely harmless—especially in the hands of those untrained to wield them."


The scene shifted to an ambulance speeding down a misty road. Inside, the EMTs worked quickly over their unconscious patient—Hex—his breathing shallow but steady. Suddenly, a yellow glow began to pulse from one of the charms around Hex's neck, the leftmost one.

Hex's golden eyes opened. "My destiny shall be fulfilled." He declared.

"Ugh, here we go again," Cana muttered, rolling her eyes. "Can't these guys ever just stay down?"

"Apparently not," Macao groaned.

"That charm glowed right before he woke up." Gray noted.

"Maybe it healed him?" Lucy suggested.

"Then perhaps each one must serve a different purpose," Erza analyzed. "That particular charm may restore vitality."

"And there's no telling what the other three do—not counting the one Gwen has now." Gray muttered.

Gajeel grinned grimly. "Heh. Guy's basically wearin' his power on a necklace."

Without warning, the entire back of the ambulance erupted in a burst of flames. The explosion tore the rear doors clean off, sending flames and debris scattering across the road. The vehicle then came to a screeching halt in the middle of the road.

Gasps filled the guild hall.

"WHAT?!" Natsu shouted, jumping to his feet. "He just blew up 'em up?! They were trying to help him!"

"Those medics—!" Lucy covered her mouth. "They were still inside!"

Gray's expression hardened. "That bastard didn't even hesitate…"

Even Erza's composure wavered, her eyes narrowing. "Unforgivable. He's no ordinary criminal—he's a true dark wizard, through and through."

Hex levitated out of the ambulance and into the misty dark forest, leaving the driver stunned over what just happened.

"Man…" Natsu growled. "He's gonna pay for that."

"Aye!" Happy agreed. "That guy's a monster!"

"More like a coward," Gajeel muttered. "Can't even fight fair—he runs and hides in the woods."

Wendy's eyes softened, her voice trembling. "I just hope those medics are okay…"

Ben remained quiet. He didn't have the heart to tell her that those EMTs in the back had been killed by the explosion.


The scene opened inside a Cajun seafood restaurant. The camera panned on the Tennyson Trio seated at a table with a bowl of bright red boiled crawfish in-between the two cousins. Both Ben and Gwen leaned forward at the same time, eyes locked on the last crawfish.

"I've been counting," Gwen said, narrowing her eyes. "You've had eleven crawfish to my nine."

Ben smirked, fork in hand. "Sounds like it's time to make it an even dozen."

A mix of curiosity and disgust rippled through the guild hall.

"Crawfish?" Lucy echoed, tilting her head. "Those are… like little lobsters, right?"

"Basically." Ben replied. "Tiny lobsters that live in mud."

Gray grimaced. "Doesn't make 'em sound any better."

Natsu perked up, intrigued. "Wait, they eat those? They look kinda tasty!"

"Of course you'd think that," Lucy muttered, rolling her eyes.

Ben chuckled. "Hey, don't knock it till you try it. Crawfish are amazing if they're seasoned and cooked right. A good boil with corn and potatoes? Perfect."

Jet leaned over, curious. "Do you think they exist in Earthland?"

Ben shrugged thoughtfully. "You probably have something similar—small crustaceans, shellfish, maybe even river crabs. Just with your world's twist on it."

"Juvia would try it," Juvia said with a small smile.

Levy giggled. "As long as it doesn't move while we're eating it."

Cana smirked, sipping her drink. "Give me a plate of those and a bottle of rum, and I'll call it dinner."

On-screen, Ben's fork hovered over the last crawfish. But before he could claim it, Gwen's charm—which she now wore as a necklace—suddenly began to glow yellow.

"I don't think so," she said firmly, smacking the fork right out of his hand.

Mages immediately noticed the charm's glow.

"There it is again!" Levy exclaimed.

Lucy leaned forward. "But why now?"

"Maybe it's connected to her emotions," Erza mused. "Focused intent often amplifies magical resonance."

"Or maybe," Natsu grinned, "it just likes her better than Ben."

Ben's fork clattered through the air, spinning before bouncing off a lamp and striking a nearby waitress's wrist mid-step [1].

"Yowch!" the woman yelped, flinching and sending her tray flying.

"Oof, that's gonna leave a mark," Mira sympathized.

The tray flipped in the air, the glass it carried sailing upward, wedging itself between the lights of a ceiling fan. The glass was soon dislodged and shot across the room and straight into the kitchen. Thereit struck a chef squarely in the back. He lurched forward with a startled yelp, his elbow slamming into a wheeled cart behind him.

Levy blinked, speechless. "What are the odds of all that?"

The cart—loaded with a bowl of live crawfish—rolled out of the kitchen, barreling straight toward the dining area. The runaway cart crashed directly into the Tennysons' table, launching the bowl into the air before it came down squarely on Ben's head with a wet clunk.

The Fairy Tail guild burst into laughter.

Cana nearly fell off her stool. "Talk about karma!"

Lucy wiped tears from her eyes. "Oh my Mavis—his face! That was perfect!"

Gray leaned forward, smirking. "Guess the charm picked a side."

Natsu laughed and pointed. "Look at all those tiny lobsters crawling on him!"

Even Juvia couldn't help but giggle at the scene.

Erza cracked a smile despite herself. "That sequence was… improbably precise."

"Impossibly lucky," Levy corrected, her scholarly tone returning. "All those separate actions forming a chain like that? The probability of such events aligning naturally is microscopic."

Makarov nodded slowly. "Then perhaps the charm manipulates fortune itself. It bends chance to the bearer's will."

Happy gasped, eyes wide. "So it's like… a good luck charm!"

"Or," Cana said with a sly grin, "a really funny curse."

With Young Ben distracted by the crawfish bowl still on his head, Gwen delicately plucked the final crawfish from its plate. "Okay," she said with a satisfied sigh, popping it into her mouth, "now I'm full."

"But they're not—AHHH!" Ben's protest turned into a horrified scream as one of the crawfish crawled out of the bowl, scuttled up his face, and wriggled straight into his nose. He flailed wildly before toppling out of his chair and onto the floor.

Grandpa Max and Gwen burst into uncontrollable laughter at the sight.

The guild hall followed with mixed reactions.

"EWWWWW!" Lucy shrieked, recoiling and covering her mouth.

Levy flinched. "Oh, gross! It went in his nose?!"

Wendy squeaked in alarm. "That's so gross!"

Meanwhile, the men of the guild were absolutely losing it.

Gray was doubled over, laughing uncontrollably.

Even Natsu was pounding his fist against the table, laughing so hard he fell out of his seat. "That's the funniest thing I've seen!"

"Aye!" Happy wheezed, clutching his stomach. "Now that's what I call a nose job!"

Mira giggled softly, hiding her smile behind her hand. "Oh, poor Ben…"

"Poor?" Cana grinned. "Nah, kid's just gettin' his just desserts… or crawfish in this case."

As Gwen continued to laugh, the small charm hanging around her neck briefly pulsed.

Lucy leaned in, curiosity lighting her face. "So it actually reacts to make things go her way."

Erza nodded thoughtfully. "Meaning it influences her surroundings without her even realizing it. As we just witnessed."

Jet crossed his arms. "All that from a single trinket? Just for a crawfish?"

"I'm a little skeptical on the whole concept of luck…" Levy's expression sharpened, her voice taking on that eager, analytical edge. "Wait—what if it's not luck at all? What if it's probability manipulation?"

Gray blinked. "Probability?"

Levy nodded, tapping her temple. "Think about it—the fork, the tray, the ceiling fan, the kitchen accident—all those tiny odds lined up perfectly to give Gwen what she wanted. The charm doesn't necessarily make luck; it shifts probability in her favor."

Makarov's eyes twinkled with realization. "Ahh… so it alters reality's balance—nudging the world toward a chosen outcome. Remarkable."

Lucy frowned slightly. "Or terrifying. That's a lot of power for one little charm."


The screen transitioned back to the museum, which was closed and empty—save for two.

One was Hex, who was throwing things around in a frantic search. Display cases lay overturned, artifacts scattered like toys in his wake. The once-pristine exhibits were now a war zone.

The other was a security guard, who was floating helplessly in the air. Growling in frustration, Hex pulled the man closer to him.

"The Archamada Book of Spells," Hex demanded, his golden eyes burning.

"Th-they locked it in the vault!" Fearful, the guard pointed toward a massive steel door at the back of the room.

"Aw, c'mon," Elfman groaned, crossing his arms. "What kind of man just gives up that quick?!"

"One who doesn't wanna get killed just for a book." Nab remarked.

Wakaba blew out a puff of smoke. "Yeah, he's just a regular guard, Elfman. This kind of thing's way above his pay grade."

Hex flicked his wrist and the guard was tossed aside. His focus now rested entirely on the vault.

The sorcerer began muttering under his breath, his incantation unclear.

As a result, the metal vault door began to quake violently before bursting open. The Archamada Book of Spells floated out from within and flew toward Hex.

Hex caught it, eyes gleaming. "Yes," he hissed. "Soon my power will know no limits!"

The guild erupted with alarm.

"N-No limits?!" Lucy exclaimed. "What kind of spells are even in that thing?!"

"Whatever's in there," Erza said gravely, "it's far too powerful for someone like him."

Ben spoke up. "Hex was exaggerating a little," he admitted. "But not by much. If Hex had that book and those charms, he'd be very strong."

Natsu frowned. "How strong we talkin'? Like, S-Class strong?"

Ben nodded once. "Something like that. Honestly, depending on the spells he used, he could likely go toe-to-toe with a Wizard Saint even."

The guild went silent for a moment—wide eyes and stunned faces all around.

"WHAT?!" Gray blurted. "That weird-looking freak would be on gramp's level?!"

Mira's voice dropped low. "That kind of power… in the wrong hands, it's catastrophic."

"Then he's no different from Zero," Erza said, her tone icy. "He must be stopped."

Hex failed to use the spellbook when he noticed something off. "One charm is missing." He froze, realization dawning in his golden eyes. "Of course—the battle with that speed creature…"

"So he needs all five charms for the book to work," Levy concluded quickly.

"Then that means…" Lucy started, eyes widening.

"He's coming for the one Gwen has!" Happy finished.


The night air was warm and lively as the Tennyson trio strolled down the lamplit street following their meal.

Grandpa Max chuckled heartily as they walked. "Y'know, in all my travels, I've seen a lot of things, but I've never seen a crawfish climb into someone's nostril until today!"

Ben groaned, his voice dripping with mock sarcasm. "Glad I could make your day, Grandpa."

Several wizards couldn't help but chuckle.

"Ha!" Gray glanced over at Ben. "Bet you never lived that down, did you?"

Ben chuckled. "Nope. Never did."

Even Erza hid a small smile behind her gauntleted hand. "Unpleasant as it must have been, it was… admittedly amusing."

"By the way," Gwen said, glancing at him, "thanks again for the charm. I feel like I should get you something in return."

Before Ben could respond, her attention snapped toward a nearby street vendor. "Ooh! One hot dog, please!" she called, jogging ahead eagerly.

"Wait," Lucy said slowly, "didn't they just eat? Like… a lot?"

Natsu grinned proudly. "She gets it! There's always room for seconds!"

"Help! They stole my purse!" A woman's cry rang out from somewhere down the street.

The camera turned sharply just in time to catch three punkish-looking teenagers bolting past a stunned crowd.

Their leader—a wiry guy with wild, spiky hair—grinned cockily as he sprinted ahead. Behind him came a heavier-set teen with blond-dyed hair and a third, tall bruiser with a neon-blue mohawk and muscles that strained his shirt.

"Man," Gray muttered, "seems like this world's full of troublemakers."

"Yeah," Jet agreed. "That's what, the third or fourth group of punks so far?"

"Bold of 'em to rob someone in broad daylight," Cana said.

Macao chuckled wryly. "You say that like our world doesn't have bold criminals either."

The three teens rounded a corner, only to be stopped short by a broad, familiar figure stepping into their path.

"That's far enough," Grandpa Max said firmly, holding out one hand.

"Yeah? Who's gonna make us?" the leader sneered, brandishing a metal pipe. "You, Pops?"

Elfman slammed his fist on the table, grinning. "That's the spirit, Max! Standing up to punks like a real man!"

Wendy, on the other hand, looked worried. "But… it's three against one! He could get hurt!"

"Pfft." Gajeel smirked roguishly. "Grandpa Max's not your average old-timer."

Ben grinned to himself. That's an understatement.

"Actually, him and his close personal friend, Diamondhead." Young Ben said under his breath, before darting behind the hot dog cart and trying to activate the Omnitrix, but it wasn't working. "Come on! Work."

The guild collectively groaned.

"Not again…" Lucy sighed, rubbing her temples.

"Poor kid's cursed," Cana snorted. "That thing's seriously temperamental."

The camera cut back to the standoff—Max and Gwen facing down the trio of street punks. The leader grinned, his eyes fixed greedily on the charm hanging around Gwen's neck.

"He-he-hey," he sneered. "That's a real nice necklace you got there, little girl."

Immediately, Elfman jumped to his feet in outrage. "HEY! You punks better back off! Picking on kids and old men ain't manly!"

Macao snorted but nodded. "I agree with the big guy on this one."

"Those punks have no idea who they're messing with. Max's built like a tank."

"And the girl's got that charm backing her up." Gajeel added.

From behind the hot dog cart, Ben was still fiddling with the Omnitrix. "Oh, this is not my lucky day."

"Man, that thing's got worse timing than Happy when he steals my fish," Natsu muttered.

Happy gasped. "Hey!"

"Though it is troubling," Erza mused, "that it continues to fail him in moments of real danger."

"Maybe it's got limits?" Wendy suggested. "Like magic fatigue?"

"Or maybe," Lucy said suddenly, sitting upright, "the charm is interfering with it somehow!"

That drew curious looks from the rest of the guild.

"That's an interesting theory," Levy admitted. "If the charm manipulates probability in Gwen's favor, then Ben's odds of successfully transforming might actually decrease around her."

Cana blinked, then laughed. "You're saying her good luck gives him bad luck?"

"Exactly!" Levy said, snapping her fingers. "The charm doesn't discriminate—it just shifts the world so that she always gets the favorable outcome. Everyone else nearby? Not so much."

Ben leaned forward with a rueful smile. "That's… not impossible. Magic's affected the Omnitrix before. But… In this case, I can't say for sure. It might've been the charm. Or it could've just been my own bad luck."

Makarov chuckled. "Seems fortune has a peculiar sense of humor."

The three punks closed in, circling Max and Gwen like wolves. As tension thickened, a soft golden light pulsed again from the charm around Gwen's neck.

"Looks like her luck's about to kick in," Cana said, smirking.

But on-screen, Young Ben didn't notice. Before Gwen could react, he pushed her out of the way. "Let me take care of them."

"Hey!" she yelped, stumbling backward.

The shove sent her straight into a street performer—an unsuspecting man balancing on a unicycle while juggling bowling pins. He flailed with a startled shout, losing balance as the cycle shot forward like a rocket.

The unicycle launched like a projectile, smacking squarely into the bulky blond teen. He toppled backward like a felled tree, colliding with the gang's leader—who crashed right into Max. The old man reacted fast and restrained him.

Elfman roared. "THAT'S HOW YOU DO IT!"

Even Erza cracked a grin. "Impressive reflexes."

Meanwhile, the third punk—the one with the blue mohawk—crept up behind Ben.

Wendy gasped. "Ben, behind you!"

But before the boy could turn, Gwen ran in to intervene.

In her haste, her foot slipped on a discarded bottle of mustard, the heel pressing down just right to squirt a jet of yellow straight into the nearby hot dog vendor's eyes.

The vendor freaked out, sending his entire trolley to roll free and crash directly into the muscular punk from before just as he got back to his feet.

"WHAT? HOW?!" Macao shouted. "That's insane!"

"Talk about a domino effect," Gray added between laughs. "You couldn't plan that if you tried!"

Cana grinned. "This girl's luck is on another level! Should bring her with me to the casino."

But the chain reaction wasn't finished yet.

As the bulky teen got up, he momentarily looked like he was about to rejoin the fray until the trolley's impact caused a potted plant to teeter over the edge and landed squarely on top of the teen's head, knocking him out cold.

The guild erupted into cheers and laughter.

"Unbelievable!" Droy howled. "That's like five perfect coincidences in a row!"

"Not coincidences," Levy corrected, eyes shining with fascination. "Calculated improbability! Each event had a low chance of happening—but the charm made it inevitable!"

Makarov chuckled from his perch. "A flawless sequence of fortune indeed. The charm's magic bends reality as easily as a leaf in the wind."

Gwen blinked in surprise. Her eyes widened slightly as she glanced down and saw the talisman around her neck pulsing faintly.

"Huh," she murmured, holding it up. "Cool."

"Beginner's luck," Natsu joked.

"Probability," Happy corrected.

"Based on her reaction, Gwen must've figured out what the charm's power is." Lucy noted.

Erza's expression turned thoughtful. "She has a powerful artifact but is not aware of how to use it. That makes her both blessed and vulnerable."

Wendy smiled faintly. "Still… she saved everyone without even meaning to."

The woman whose purse was stolen then walked up with the police. "This little girl is a hero, officer!" She exclaimed as the punks were getting escorted by officers in the background.

"Who? Me? Just lucky I guess." Gwen said sheepishly.

That earned a round of smiles and applause from the Fairy Tail guild.

Wendy beamed. "I'm glad Gwen's getting noticed now."

Lucy chuckled softly. "It's about time Gwen got the spotlight for once."

Back on-screen, Gwen eyes landed on something in the background. A vendor stand with colorful masks of all shapes and designs hanging from hooks. Her interest seemed to be focused on a black cat-like mask.

Her expression shifted into a grin.

Lucy titled her head. "The mask stand… is that important?"

"Yeah," Gray added. "She's totally planning something."

Cana chuckled. "With that grin? Definitely."


The scene transitioned to the Rust Bucket parked neatly in a crowded RV lot. Inside, Grandpa Max was snoring loudly. Ben groaned from his bunk, his face buried beneath a pillow.

Several wizards laughed.

"HAHAHA! Poor kid's under siege!" Natsu cackled, slapping the table.

"Sounds just like you on missions," Lucy shot back, crossing her arms.

Natsu froze. "Wha—HEY!"

Happy snickered. "Aye, she's not wrong!"

Gray leaned back, grinning. "Man, I feel for the kid. You can't sleep through a snore like that."

Ben shifted again, groaning. He yanked the blanket over his head—then finally threw it off in defeat. "Hey, Gwen? You got a mega-sized cork on you?"

That earned another round of laughter.

"Corks." Cana grinned. "The only thing that can save you from a snorer."

He received no answer.

"Gwen?" He looked down to see the bottom bunk empty.


The scene shifted to show Gwen on a basketball court in the RV park, dribbling the ball.

Many mages tilted their heads collectively.

"Hey, what's she doing?" Natsu asked, blinking at the orange ball. "Training?"

"Basketball," Ben explained, smiling a little. "It's a sport. Basically, you play the game on a rectangular court and score points by throwing that ball through the hoop."

"Aww, that sounds lame," Natsu muttered.

"Because you can't set things on fire?" Lucy deadpanned.

Happy snickered. "He'd still find a way to!"

Gray smirked. "Honestly, I'd play. Looks simple enough."

"Don't underestimate it," Ben warned with a grin. "It takes skill, speed, and precision. Pros back home make it look easy, but it's tougher than it looks."

Jet's eyes lit up. "Speed, huh? I could totally dominate that game!"

Gwen then turned around, her back facing the hoop.

"Wait, why's she turning around?" Jet asked. "Is that part of the game?"

"Not really," Ben said with a chuckle. "Normally, you actually have to look at the basket to score. The odds of making a shot backward with your eyes closed are—well, pretty close to zero."

"Unless…" Lucy murmured, smiling knowingly.

"Yup." Ben nodded.

Gwen tossed it backward without even peeking.

The ball soared high into the air over the hoop, bouncing once off the Rust Bucket's roof.

It ricocheted into the TV antenna, bending it back like a slingshot.

The antenna snapped forward, flinging the ball across the lot, where it struck a power pole, rebounded onto a power line, and rolled neatly along it like a tightrope walker.

Every eye in Fairy Tail followed the ball's wild, impossible path, expressions ranging from awe to disbelief.

"...No way that's gonna—" Gray started.

The ball paused directly over the hoop—hung there for a moment—then rolled off the side and plunked perfectly through the net.

"WHAAAAT?!" Natsu shouted. "That was AWESOME!"

"Amazing!" Levy exclaimed, her eyes sparkling. "That was controlled probability down to the smallest fraction!"

Cana swirled her drink. "Definitely need to bring her to the casino."

Wendy clapped her hands. "She didn't even look! That was incredible!"

Erza nodded slowly, impressed. "The precision of that sequence… even if it relied on probability manipulation, it's remarkable."

"Still," Gajeel muttered, half-grinning, "if that ball had hit somebody on the way down, we'd be calling that bad luck instead."

"That's the thing about probability," Levy said. "It doesn't guarantee safe outcomes—just the ones most favorable to the user."

Makarov's eyes glinted. "A fine observation. A gift like that can be a double-edged sword. Luck is fickle—it turns on its wielder the moment they take it for granted."

"Nothing but the bottom of the net—again!" Gwen declared with a proud grin.

Ben caught the ball as he walked into view. "Okay…" he muttered, looking at her in disbelief. "…we are definitely not playing HORSE."

Several guild members blinked.

"Horse?" Droy repeated, tilting his head. "Like, an actual horse?"

Ben chuckled. "No, it's a basketball game. Players take turns making trick shots. If you miss a shot that someone else makes, you get a letter. First one to spell out 'H-O-R-S-E' loses."

"Ohhh," Lucy said, nodding in understanding. "So basically, a pride game."

"Exactly." Ben smirked. "And with Gwen's charm working overtime, she'd destroy anyone in seconds."

"Then count me out," Gray said. "I'm not getting beaten by probability magic."

Natsu crossed his arms with a grin. "Pfft, I'd still win!"

Happy blinked at him. "You can't even dribble."

"Don't need to! I'd just set the hoop on fire!"

"Pretty sure that's NOT how you play!" Lucy shouted, exasperated.

Mira giggled softly, watching the bickering mirror Ben and Gwen's dynamic.

"Gimme the ball!" Gwen demanded.

Ben clutched the ball to his chest. "Not until you tell me how you did that," he challenged.

Gwen smirked. "What can I say? I'm charmed." She lifted the necklace. "It's like every time it glows, everything just goes my way."

Gwen's wording piqued the interest of several wizards.

Lucy tapped her chin thoughtfully. "So it doesn't activate all the time. Just in certain moments?"

Levy nodded. "So, it's not constant. It seems to respond to moments of heightened emotion or desire. Like a subconscious trigger."

Erza crossed her arms. "That makes it unreliable. An unpredictable power is more dangerous to its user than to their enemies."

Makarov nodded gravely from his perch on the bar. "Indeed. If she cannot control when or how it activates, then she risks depending on it instead of herself."

"Yeah," Gray agreed. "In a fight, if that charm doesn't light up when you need it… you're done."

Happy blinked. "But if it does work, then you just win automatically, right?"

"Not exactly," Ben said. "It helps tip things in your favor, but it's not all-powerful."

Grandpa Max approached the two cousins, stretching his arms with a satisfied sigh. "Ahh! Nothing like a good night's sleep!" he said cheerfully. "Who wants breakfast?"

The guild responded with groans.

"Oh no…" Gray chuckled. "Here we go again."

"Place your bets!" Cana shouted. "Sheep tongue or squid eyeballs?"

"Or both," Jet laughed.

"Maybe the charm'll give them a miracle," Lucy joked. "Like… pancakes?"

Ben laughed from his seat. "I wish. But trust me, Gwen's charm can't make impossible things happen."

A loud sound interrupted the Tennyson Trio. Their yes immediately turned to where it came from: a construction site nearby.

"What was that?" Wendy asked, concerned.

"Doesn't sound good," Gajeel said grimly.

"Probably where the next bit of 'luck' comes in," Lucy murmured.


At a construction site, two workers were trapped on a suspended platform several stories high. The wires holding it creaked under their weight before one finally snapped with a sharp metallic twang. The platform tilted violently, sending their tools clattering down as the men screamed, barely hanging on.

Many mages collectively winced.

"Oh no…" Wendy whispered. "They're gonna fall!"

"Man, heights and broken cables," Gray muttered, shaking his head. "That's the worst combo."

Ben, Max, and Gwen and the others arrived at the scene.

Ben twisted the Omnitrix dial, green light flashing against his determined face. "Time to watch a real hero work," he declared with a confident grin.

"Here we go!" Natsu shouted, pumping his fist. "Get 'em, Ben!"

But beside him, Gwen held the charm in her hand and noticed it start to glow again. "Yeah—me! I'll be right back!" she said suddenly, before dashing in the opposite direction, causing Max and Ben to look at each other, confused.

"Wait—what?!" Lucy exclaimed. "She's leaving?"

"They're still in danger!" Wendy said in alarm.

"Maybe she's going to get help?" Jet guessed.

"But help is there. Ben's about to transform." Droy pointed out.

Levy frowned. "No… the charm's glowing again. Maybe she plans to do something."

Ben dialed up Diamondhead's silhouette on the Omnitrix and slammed down the core. But instead of his Petrosapien transformation sequence it was Wildmutt's.

The guild collectively facepalmed.

"Not again," Lucy sighed.

"The watch seriously needs better customer service," Cana said dryly.

"Wildmutt isn't the worst option," Erza reasoned. "He's agile and strong—perfect for climbing to the workers' position."

"Aye!" Happy agreed, hovering. "Even though he's a dog, he can totally scale that building! He's got enough feline in him."

Natsu grinned. "And if anything's blocking the way, he'll just chew through it!"

"Let's… hope it doesn't come to that," Levy murmured nervously.

"Over here! Somebody, please!" a panicked voice shouted from nearby.

Max turned sharply, and his eyes widened.

A second worker was trapped inside a supply truck. A heavy steel beam had fallen across the vehicle, crushing the doors shut. Sparks rained down from overhead lights, and small flames had begun to spread across the hood.

"Oh no," Erza muttered grimly. "The situation's escalating."

"Always does," Gajeel said darkly. "Once something breaks, everything else follows."

Makarov nodded. "A familiar truth, my children. On missions, danger rarely comes alone. One crisis often breeds another—and survival depends on how well you can adapt."

Gwen reappeared on-screen. Now she wore a sleek black bodysuit, trimmed with dark blue accents. A midnight-blue sash fluttered around her waist, and a cat-like black mask covered the upper half of her face. Her charm dangled prominently at her neck.

"Whoa," Lucy said, blinking in surprise. "Okay—Gwen's got style."

"I like it," Cana said approvingly, giving a lazy grin. "Simple but striking."

Mira clasped her hands together. "It suits her perfectly!"

"Could use more armor," Erza commented, assessing critically. "But for a stealth-oriented design, it's well-balanced."

Max turned tow Gwen. "Gwen?" he called, startled.

"It's Lucky Girl, Grandpa!" she corrected, before sprinting toward the chaos ahead.

"Heh, roll credits!" Jet joked.

Several guild members snorted in amusement.

"Okay, but—" Gray started, raising a brow, "—she really stopped to change outfits while people were hanging off a building?"

"Priorities," Cana teased.

"She needed to protect her identity somehow," Lucy reasoned. "Ben can just transform instantly. Gwen doesn't have that luxury."

Erza nodded approvingly. "Indeed. Her instinct to conceal her true self was correct. In her world, heroes without masks can put their loved ones in danger."

"Still," Gajeel muttered, "if she had Requip Magic like you, Titania, she wouldn't have to waste time running off to change."

"That's true," Erza admitted with a faint smile. "A pity she doesn't."

Ben blinked twice. Actually, Gwen probably does have a spell that would allow her to change outfits.

Then screen shifted—Gwen, or Lucky Girl, now racing across the site toward the trapped worker.

"Stay calm!" she shouted.

Gwen's eyes darted around the site, searching for anything she could use—until something caught her attention: a long wooden board on two sawhorses with smaller planks on the other side.

Lucky Girl grinned as the charm glowed. She sprinted forward and leapt onto one side. This action caused the smaller planks to be sent flying, where one crashed through a wrecking-ball crane's cabin window and strike a lever.

With a heavy clunk, the crane released its payload. The massive ball crashed down onto the back of the truck; the force dislodged the steel beam and sent it ricocheting across the site.

"THAT WORKED?!" Lucy shouted, gripping her hair. "That actually worked?!"

"She just solved an emergency through a domino effect," Levy marveled, wide-eyed. "That's probability magic in full motion!"

"Yeah, but she dropped a wrecking ball!" Macao pointed out. "On purpose!"

"Eh, this guild has done worse." Wakaba shrugged.

Erza narrowed her eyes. "That was incredibly dangerous. That worker could've been crushed."

"Yeah… and I've got a bad feeling about what's gonna happen next…" Gray muttered, grimacing.

Said steel beam spun through the air and smashed into a nearby control board—one connected to an elevator. The elevator jolted violently and shot upward out of control.

"Oh, that's not good…" Wendy murmured, shrinking into her seat.

"Here comes the luck backlash," Gajeel muttered, smirking grimly.

Meanwhile, Wildmutt had nearly reached the two dangling workers, scaling the scaffolding around the building. His gill slits flared as he pinpointed their exact positions—then froze at the mechanical roar below.

That roar became a thunderous crash as the runaway elevator slammed into him, the impact launching Wildmutt skyward.

"Uh-oh." Lucky Girl's confident expression faltered as she looked up.

The guild collectively shouted: "OOOHHH!"

"Ben!" Juvia cried out, covering her mouth.

"Now that's what I call bad luck!" Jet groaned.

Lucy cringed. "She didn't mean to hit him, right?"

"Unintentional," Erza confirmed grimly. "Her actions set off a chain reaction she didn't foresee."

As Wildmutt started falling, he smashed through the elevator, leading to mangled debris to plummet to the site below.

"Gwen! I mean—Lucky Girl, move!" Max shouted from below.

Without hesitation, Gwen darted toward the nearest vehicle: a cement truck. She narrowly avoided falling debris as she jumped into the open cabin.

"That was close," Lucy exhaled in relief.

"Too close," Erza muttered, her eyes narrowing.

As she jumped into the cabin, her arm unintentionally hit the gear shift, causing the truck to roll back in reverse.

"This ought to be good." Gajeel remarked.

"Maybe it'll be okay?" Wendy said optimistically. "She is Lucky Girl."

Carla scoffed. "Lucky for her… not for anyone else."

The truck rolled back into a slanted chute that went up the scaffolding, sending it crashing into Wildmutt, who had been hanging from a rope midair. The impact sent him tumbling into the cement mixer with a splash.

The Fairy Tail wizards collectively winced.

"Oof… cement," Natsu muttered. "That's gonna be hard to get off."

"Her luck really doesn't extend to her teammates, huh?" Jet said, grimacing.

"It seems," Erza said thoughtfully, "that the talisman's magic ensures favorable outcomes only for its bearer. The safety of others appears… irrelevant."

Juvia frowned. "That is quite dangerous. She could end up hurting people she's trying to protect."

Wildmutt's misfortune, as it turned out, placed the workers' broken platform directly over the chute.

"Slide down the chute!" Max's voice shouted from above.

The two men, still clinging to the shattered platform, obeyed immediately—sliding down the slanted chute Gwen's truck had crashed into and landing safely on a pile of yellow mattresses stacked perfectly at the base.

The guild hall went silent for a beat

"Huh… That worked out well." Macao blinked twice.

"WHAT?! Who keeps mattresses on a construction site?!" Gray yelled.

"Conveniently piled mattresses," Cana said between chuckles. "Sure, why not?"

Levy snickered, shaking her head. "That's probability magic for you. Everything falls perfectly into place—no matter how impossible."

Lucy sighed, trying not to laugh. "Okay, that's ridiculous… but I can't even be mad cause those workers are okay now."

Happy grinned. "Aye, they sure are lucky!"

"Impressive though it may be," Makarov began, his tone measured, "that charm introduces unpredictable variables—ones that can turn a dangerous situation into something far worse for everyone involved. Wildmutt can attest."

Wildmutt clawed his way out of the cement mixer, the gray sludge dripping off his fur in thick globs. He let out a low, grumbling growl, shaking himself off before noticing a crowd had already gathered—a news reporter conducting an interview with Gwen.

"Wow, that was fast," Gray muttered. "Did they have a reporter just waiting around the corner?"

Levy shrugged. "In Ben's world? Probably."

"How did you pull off this amazing rescue?" The reporter woman asked.

"With style, of course," Lucky Girl said with a grin before gesturing dramatically toward the camera. "Who's your hero?"

The guild's reaction was immediate.

"Oh no…" Lucy groaned, burying her face in her hands. "Not her too."

"So now she's the showboat," Cana teased. "Guess it runs in the family."

"It seems," Erza said evenly, "that Gwen and Ben share more similarities than either would admit."

"You heard it here first—live!" the reporter announced cheerfully as the camera panned across the scene, focusing entirely on Lucky Girl.

Behind her, Wildmutt trudged away, rumbling in irritation.

Several members of Fairy Tail frowned at the sight.

"Aw… poor Ben," Wendy said softly.

"Yeah," Jet agreed, crossing his arms. "He might be cocky sometimes, but at least he earns his wins."

"Unlike her," Gajeel added bluntly. "That charm's doing all the heavy lifting."

Levy frowned slightly. "It's not her fault, though. She doesn't realize how much it's helping her."

"Exactly," Lucy said, nodding. "She's getting her first taste of magic. She's bound to make mistakes."

Ben chuckled from his seat. "Yeah… this was kind of Gwen's start. Her first time using magic—well, any magic. She didn't really understand it yet."

"So this was her 'getting her feet wet,' huh?" Cana asked.

"Pretty much," Ben replied with a grin.


Hex glided soundlessly down a street, the bird skull on his staff glowing yellow. Bystanders looked in awe at his ability to levitate, but the sorcerer paid them no mind.

As he drifted past an electronics shop, the flicker of moving images caught his eye.

Through the glass display, a row of televisions played a live broadcast—Lucky Girl's interview.

The reporter's cheerful voice carried faintly through the window. "An exclusive, on-the-scene interview with our city's very own…" She paused, turning toward the heroine.

"Lucky Girl!" Gwen announced proudly, striking her pose for the cameras.

Hex's eyes narrowed. He leaned closer to the display, his expression darkening as he focused on the familiar trinket gleaming on her necklace.

Natsu grinned. "Heh. Guess she's famous already! Sweet!"

"Not sweet," Lucy disagreed. "Now Hex knows."

"Indeed," Erza said grimly. "And now that he knows where it is, he won't stop until it's back in his possession."

"Think he can use a spell to locate her?" Alzack asked. "Perhaps some kind of tracking magic?"

"With as versatile as Hex has been, wouldn't be surprised if he had one." Bisca chimed in.

Makarov exhaled through his nose. "Perhaps. But Hex strikes me as the type to prefer spectacle over subtlety."

"Meaning?" Levy asked, tilting her head.

"Meaning," the old master continued, "he need not use a locator spell at all. He'll simply unleash enough chaos that the Tennysons will reveal themselves. Their heroism will bring Gwen straight to him."

Cana raised her glass. "So basically, he's gonna pick a fight they can't ignore."

"Precisely," Makarov said gravely.


The Rust Bucket drove steadily along the motorway. Inside, Gwen sat at the small dinette with her laptop open.

"I cross-referenced the Archamada Book of Spells with known records of dark magical charms—and look," Gwen said eagerly, spinning the laptop toward her family. "It's part of a set called the Charms of Bezel."

She showed her findings to Ben, who was holding her Lucky Girl mask. She then gestured the charm around her neck. "This charm is 'luck'. There are also charms for fire, levitation, lightning, and reincarnation..."

Across the guild hall, several jaws dropped.

"Whoa," Jet breathed. "Those sound powerful."

Levy's eyes were alight. "So, each one amplifies a different magical force. If Hex had all of them, he could combine those powers."

"The Fire Charm…" Natsu muttered. "I wonder how strong it is compared to my flames."

Mirajane and Elfman had gone silent at hearing the name of the last charm Gwen listed.

"Reincarnation," Mira softly repeated.

Elfman's expression darkened, his fists tightening.

"So… it could bring people back to life?" Mira asked, her voice quiet.

"If that's true…" Elfman started, his tone low and raw. "That charm could've…" He stopped himself, the memory of Lisanna's death still echoing between them.

Wendy frowned in sympathy, her hands clasped tightly in her lap. "That's… incredible. But also really scary."

Makarov stroked his beard thoughtfully. "I'm not certain it grants full resurrection," he said gravely. "But it would explain how Hex recovered so quickly from his injuries."

"That's right!" Lucy said, recalling the earlier scene. "His charm glowed right before he woke up."

"Which makes him even more dangerous," Gray added grimly. "Unless you're able to knock out quickly like XLR8 did, he could just heal himself instantly."

"Great," Gajeel grunted. "So not only can he throw fireballs, but he can float, shoot lightning, get lucky, and cheat death all at once."

Cana raised her mug in mock salute. "Here's to fighting that guy."

Ben's eyes widened. "Whoa! Those are the charms that Mr. Freak from the museum was wearing when XLR8 kicked his butt!"

"That's why he wanted the Archamada Book of Spells," Gwen explained. "But it says all the Charms of Bezel must be used for the spells to be at their full power." She lifted her chin with a smug little smile. "Oh well. His loss is my gain."

"I'm afraid it's more like 'was,'" Max said. "We need to turn that charm into the museum."

The guild reacted instantly.

Levy shook her head. "The museum vault wasn't enough to stop Hex earlier. He broke through their best security in seconds."

"Exactly," Droy added. "If Hex wanted it back, he'd just smash through and take it again."

Jet crossed his arms. "To be fair, the Tennysons don't know that."

Lucy nodded. "Right. We have the benefit of knowing that, but Ben, Gwen, and Max at that time didn't."

"No fair!" the two younger Tennysons complained in unison, glaring at each other.

"Not before I—" they both started to say.

"…try it!" Ben finished, grabbing the Lucky Girl mask and spinning it around in his hand.

"…use it again!" Gwen shot back, snatching the mask right out of his grasp. "The world needs someone with the power of Lucky Girl!" she declared.

Wendy smiled softly. "Yeah! Gwen's finally getting a chance to shine on her own."

"Yeah!" Happy agreed, tail flicking. "Go, Lucky Girl!"

But Erza's arms were folded. "Her confidence is admirable, but her luck is unpredictable. Power that chooses its own moments to act cannot be relied upon."

Makarov nodded. "Indeed. The same chance that favors her might doom her allies—as we saw with Ben on the construction site. In the chaos of battle, that is a dangerous uncertainty."

Gray shrugged. "So basically, Lucky Girl might end up unlucky for everyone else."

"They should just destroy that Luck Charm," Gajeel interrupted bluntly. "Better that than letting it fall into the wrong hands."

"But… Gwen would lose her magic, wouldn't she?" Wendy asked softly, her brows knitting in concern.

Makarov's expression grew solemn. "I'm inclined to agree with Gajeel. If the Archamada cannot grant its wielder full power without all five charms, then the safest course may indeed be to destroy the Luck Charm—unfortunate as it is for Young Gwen."

This didn't sit right with many in the guild.

Juvia's voice trembled a little. "Juvia thinks destroying it would be sad for Gwen… but Juvia also does not want more people hurt by Hex." Her eyes flicked to Gwen on-screen with sympathetic concern.

Gajeel snorted. "So what, return it to that museum? Drop it in a cave and forget about it? He's gonna come for it either way."

Lucy sighed. "He's right. Destroying it or hiding it… neither option's easy."

Levy nodded thoughtfully. "Yeah. I get why Master's saying that—it's the safest thing to do. But for a wizard? Giving up their magic—even if it's borrowed—that's like giving up a part of yourself."

Erza folded her arms, eyes narrowing. "Sometimes sacrifice is necessary for the greater good. Still… it's a difficult burden for one so young."

"Tell me about it," Gray muttered. "She's finally getting the hang of things, and now we're talking about taking it all away?"

"Oi," Natsu said, frowning. "If that charm's the reason Hex is after her, then maybe she should keep it. That way he comes to her, not random people he decides to mess with."

"That's a bold strategy," Cana remarked with a half-smile. "Dangerous—but bold."

Mira looked thoughtful, resting her chin in her hand. "Either choice comes with risk… That's what makes this so hard."

"Newsflash! I'm the only one with powers!" Ben snapped.

Gwen folded her arms with a glare. "Well, you can make that 'one' a two now!"

"All that stuff you did? It's not you—it's that charm!" he shot back.

"It's not you either—it's that watch!" she retorted sharply.

"You're just jealous of me!" Ben accused, leaning forward.

"Am not!" Gwen huffed.

"Are too! Times ten!" he fired back.

The Fairy Tail guild collectively groaned.

"Ugh, these kids," Cana muttered, rolling her eyes. "They sound like Natsu and Gray."

"Oi!" both Natsu and Gray barked in unison, prompting laughter across the guild hall.

But Erza, ever composed, frowned slightly. "Gwen is mistaken here. The Omnitrix may grant Ben his transformations, but he has learned to wield them with skill and discipline."

"Yeah," Gray agreed, nodding. "He's trained for this stuff. Gwen's just letting that charm call the shots."

Carla nodded in agreement. "The Luck Charm acts on its own whims," she reasoned. "It's not her power. It's like relying on a spell that randomly decides when to work."

"Still," Wendy said softly, "she's trying her best. She just wants to help."

"Intentions are good, young Wendy," Makarov said wisely, "but good intentions alone do not make a wizard. Control and awareness of one's magic—that is the mark of true growth."

Before the argument on-screen could continue, the voice of a news reporter broke through the radio:

"And in the news of the weird, reports are coming in that the city's famed Haunted History Mansion has come alive, trapping dozens of visitors inside."

The guild straightened in unison.

"That's gotta be Hex!" Natsu declared.

"Really? What gave it away?" Gray snarked.

"Grandpa!" both younger Tennysons shouted in alarm.

"On it," Max declared.

Gajeel smirked darkly. "Looks like it's round two with Mr. Skull Paint."


The Rust Bucket stopped in front of an old plantation home. Ben was the first to jump out, his hand already poised over the Omnitrix—only for Gwen, now in her Lucky Girl attire, to push past him.

"Back off! I'll handle this," she declared, dashing toward the building.

"I'm the real hero here!" Ben protested, running after her.

A chorus of groans rippled through the building.

"Seriously?" Gray said, dragging a hand down his face. "Now's not the time for a sibling rivalry."

Lucy shot him a sidelong look, unimpressed. "Oh, that's rich coming from you. You and Natsu can't go five minutes into a mission without trying to strangle each other."

Gray scowled. "That's different!"

"Yeah," Cana snorted into her mug. "Different names, same chaos."

As the screen shifted, the camera followed the cousins and Max pass several terrified bystanders before cutting to the interior of the mansion. The inside warped like a nightmare—catwalks stretched, railings pulsed, the walls themselves seemed to breathe.

"Whoa…" Jet murmured. "The house is alive?"

"Not alive," Erza corrected, her tone calm but wary. "It's being controlled through a spell of some kind."

The camera panned upward to reveal Hex, standing at an open window above the entrance, curtains billowing behind him as he rested his arms on his staff. His golden eyes glowed faintly.

"I knew you couldn't resist… Lucky Girl," he said, his voice dripping menace.

A ripple of discomfort passed through the guild.

Gajeel grumbled. "He's got something nasty planned."

Mira frowned thoughtfully. "It's… impressive, though. He's channeling enough energy to manipulate the structure of an entire building."

Makarov nodded. "Indeed. To animate a house of that size takes tremendous magical control."

The top of Hex's staff glowed, and chaos broke out. The catwalk and upper floors twisted violently, trapping several screaming tourists.

"I'm afraid of heights!" one woman wailed.

"The whole thing's gonna crash down!" another man shouted.

"Everybody stay calm!" Gwen declared, striking a confident pose. "Lucky Girl's in the haunted house!"

As she pushed Ben aside, both he and Max shot her identical exasperated looks.

Lucy groaned. "Oh no. She really is catching his ego."

"She's a kid," Mira said kindly. "She wants to prove herself, same as Ben does."

"Still," Erza said, her tone sharpening, "confidence without control can be as dangerous as fear."

Makarov nodded in agreement. "A lesson many learn the hard way."

Lucky Girl sprinted toward the chaos, but the second charm on Hex's necklace suddenly flared with yellow light. The stairs shuddered—then ripped free from the walls, boards and splinters flying through the air like shrapnel. Ben and Max dove for cover as pieces of wood whirled past them.

Levy leaned forward, eyes wide. "That must be the effect of the Levitation Charm!"

"Levitation, huh?" Jet said, impressed despite himself. "He's using it to tear the building apart."

"Levitation's common enough," Erza noted gravely, "but not with this level of raw control."

"Bad news for everyone trapped inside," Lucy said, grimacing.

Ben activated the Omnitrix dial with determination. "You don't need luck when you've got skill!" he declared before slamming down the dial.

Natsu pumped a fist. "Now that's what I'm talking about!"

Gray smirked. "Sentiment shared."

Elfman roared approvingly. "Skill over luck. That's manly!"

Gwen darted up the splintering staircase, but the moment she stepped on a breaking board, the steps flung her across the room.

Gasps filled the guild hall.

The Luck Charm glowed, allowing her to land precariously atop a pillar. She wobbled, barely keeping her balance.

The mages let out a sigh of relief.

"Yikes," Wendy whispered. "That could've been bad…"

Meanwhile, as the catwalk twisted, a lady lost her grip on the railing and started to slide off plummeting to the floor. Max reached her and remarkably managed to catch her with both arms.

Makarov nodded approvingly. "That man has remarkable instincts. He acts without hesitation, even without magic."

"Grandpa Max is awesome," Natsu said with a grin. "Total boss move!"

"Smart, calm, and brave," Mira added warmly. "He's the kind of mentor every person should have."

"Manly!" Elfman cheered, pumping a fist.

The camera panned to show that Ben had transformed into his Tetramand form.

"FOUR ARMS!" Elfman bellowed again, excited. "Now that's what I'm talking about! Crush that skull-faced creep into powder!"

A section of the catwalk then tore loose and almost crushed the lady Max had just saved. But before it could strike, the structure suddenly veered toward Four Arms instead, almost knocking the three civilians to the ground. Fortunately, the four-armed alien was able to clutch onto the support pillar and prevent it from moving.

"I've got it!" he shouted.

"Whoa—close one!" Gray exclaimed.

"But who's got them?" Lucky Girl's voice echoed across the mansion.

The second-floor struts started to collapse. Closing her eyes, the pillar began to shake, and Lucky Girl jumped off. In midair, she grabbed a chandelier, swinging herself to the other side, and barely securing herself on the edge next to the three civilians with her legs.

"Everybody grab hold!" Gwen shouted.

The three people immediately grabbed onto the chandelier, swinging away just as the pillar that Four Arms was holding onto began to move, collapsing to the floor and sending him flying.

The chandelier groaned under the strain, bolts and wires snapping, and plummeted to the floor. Gwen and the three civilians screamed in terror, but just before it hit the ground, the Luck Charm pulsed—the wires instantly tightened, and the fixture jerked to a stop mere inches above the floor.

This gave the three civilians the chance they needed to run out of the mansion.

"Man," Jet whistled, "the charm really does make Gwen lucky."

"Too lucky," Erza said, her brow furrowed. "She's still relying too much on the charm's power. If it falters once, she won't be ready."

"Yeah," Lucy agreed softly. "For someone as smart as Gwen, she's winging it a little too much."

Makarov folded his hands, nodding gravely. "Chance is no substitute for mastery."

As the civilians ran out the door, Hex telekinetically slammed them shut and levitated a screaming Lucky Girl, hurling her across the room.

"Give me my charm!" Hex demanded.

Lucky Girl grabbed onto a large curtain as she fell, yanking it down—and bringing the whole drape straight onto Hex's head.

"Oh, she's good," Droy said with a grin.

"And lucky," Jet added.

Landing lightly on her feet, her charm flared again, and a nearby suit of knight armor toppled perfectly onto Hex while he was still under the curtain.

"You should have said please!" Lucky Girl quipped, before sprinting toward the hall.

Several wizards laughed.

"Love that sass," Cana grinned.

"Definitely a Tennyson," Gajeel muttered.

The laughter stopped as Hex freed himself, using his telekinesis to push aside the curtain and armor. Unamused, he turned to the hall that Lucky Girl had run down and calmly pursued her.

"Uh-oh…" Wendy whispered. "He's mad."

"Juvia hopes that Gwen's luck won't run out," the rain woman said, concerned.

Gwen sprinted down the corridor. She rounded a corner and drew in a sharp breath—finding herself in a sitting room, a fireplace at one end and multiple hallways branching off the other.

"Which one?" she muttered under her breath, eyes darting between the possible exits.

Her hand brushed against the smooth marble of a decorative bust—and click.

The statue's head tilted back, revealing a red button beneath. Without hesitating, Gwen pressed it.

With a deep rumble, the fireplace shifted aside, bricks grinding as a narrow, shadowy passageway opened.

"Hey, secret passage!" Natsu grinned. "Nice find!"

Levy tilted her head thoughtfully. "Why is there a hidden staircase though?"

Ben chuckled from his seat. "It's kind of a trope in old mansions back home. Secret tunnels, hidden panic rooms—stuff like that. Rich people used to build them in case of revolts or raids."

"Smart design," Erza admitted. "Even if the décor leaves much to be desired."

Meanwhile, back in the mansion's main lobby, Max and Four Arms were looking around for Hex and Gwen.

Max pointed to the open doorway. "They must have gone that way!" He declared.

With that, the two started running toward the corridor.


Hex calmly walked into the sitting room, immediately spotting the open passageway, grinning to himself.

"Seriously?" Gray's brows furrowed. "What's the point of an escape route if it doesn't close behind you?"

"Poor design right there," Wakaba agreed.

Gwen sprinted through the twisting tunnel, passing snakes, skulls, and cobwebs strewn across the floor. But she was beginning to lose her breath.

"Come on, Gwen…" Lucy whispered under her breath. "Keep moving…"

But Lucky Girl had limits. Panting, she came to a stop, hunching over with hands on knees.

From the parallel corridor, Hex paused mid-stride. He could hear the faint rhythm of her breathing through the old brick. Grinning, he began an incantation as his staff's bird head and free hand began to glow yellow.

It appeared that luck had finally run out for Lucky Girl.

"NO!" several voices from the guild shouted at once.

Or maybe not.

As Gwen rested against the wall, her left hand pressed against a loose brick. It sank inward, triggering a hidden mechanism in the wall. On the other side, a brick pushed out of the wall and a rumbling then started.

The sorcerer froze his incantation, realizing what was about to happen. The stone above him groaned, then collapsed, burying him in rubble.

"Whoa!" Gray shouted. "That's one way to do it."

Levy blinked in amazement. "She didn't even know she hit the switch. The Luck Charm really lives up to its name."

Gwen herself looked stunned as the dust settled—only to realize she'd fallen backward into a pile of skeletons. Her eyes widened—and she let out a shrill scream before running away.

Several girls—Lucy, Levy, and Wendy included—screamed right along with her.

"Skeletons?! Nope! I'm out!" Lucy yelped, covering her eyes.

Even Cana laughed nervously. "Okay, I'll give her that one. I'd run too."

But on-screen, the laughter in the guild hall died down quickly as the dust cleared.

As the dust cleared, Lucky Girl saw Hex kneeling in the rubble, his staff casting a yellow magical barrier that protected him. He lifted his head to shoot Gwen a menacing grin.

"Aw, come on!" Natsu groaned.

"Tch," Gray clicked his tongue. "This guy's got an answer for everything, doesn't he?"

Gwen gasped and sprinted away.

Hex raised his staff, firing a bolt of yellow energy that crackled through the air. But the Luck Charm flared to life—just as she tripped and fell, the blast soared overhead, smashing into the wall and blowing open a gaping hole that led straight into the mansion's courtyard.

The Fairy Tail guild collectively exhaled.

"Lucky break—literally," Cana muttered, shaking her head.

"She's outmatched," Erza said firmly. "Running off on her own was reckless. She should've stayed with Four Arms and Max."

"Yeah, but then Hex might've taken both of them," Gray pointed out grimly.

"No way." Elfman disagreed. "Four Arms would crush this Hex loser like a REAL man."

Gwen rushed through the newly-made opening and into the moonlit courtyard. The air was thick with mist and overgrown ivy, gnarled trees surrounding her.

"Come on, Gwen," Lucy whispered tensely. "Please tell me you've got another miracle left."

Lucky Girl attempted to hide behind some trees as Hex entered the courtyard. Unfortunately, this time, her luck had run out.

The vines from the tree suddenly began to move, wrapping around her ankle and yanking her upside-down into the air. More vines came in and wrapped around her.

"What the—he can control plants too?!" Droy exclaimed, nearly falling out of his seat.

"This guy's really got a spell for everything, doesn't he?" Jet sweated slightly.

Gwen struggled as the vines tightened their grip. "No!" she cried as another vine slithered up and plucked the Luck Charm off her neck. It tossed the charm threw the air and into Hex's waiting hand.

The guild gasped in horror.

"He's got all five now," Makarov said gravely, his eyes narrowing. "The Charms of Bezel are whole again."

"Oh no…" Lucy murmured fearfully.

As Hex raised his staff, the vines fully enveloped Gwen, wrapping her in a cocoon.

"Gwen!?" Wendy shouted, eyes wide.

"Her luck's gone," Lucy whispered.

For the first time, the hall fell silent—each wizard realizing that Lucky Girl's power had finally run out.


Gwen thankfully wasn't trapped for long as Four Arms and Max soon found her, the former immediately pulling the vines off of her.

"Huh, thanks." She breathed, relieved.

The guild collectively exhaled in relief.

"I'm glad she's safe." Wendy sighed. "

"Yeah," Lucy agreed. "I was worried those vines would try to constrict her."

"Where is he?" Four Arms rumbled, scanning the night sky.

The answer came quickly. High above them, Hex hovered with the Book of Spells open and all five Charms of Bezel glowing yellow.

"Time to turn this city into an old memory," Hex declared.

He began to chant, each syllabledeep and resonant. Storm clouds started swirling around New Orleans. With a roar, a massive lightning bolt struck the middle of a street below. Crowds of people screamed and ran away—some even being caught up in a tornado.

The Fairy Tail guild watched in stunned silence.

"He can summon storms now?!" Gray blurted.

"Lightning and wind magic?" Levy gasped. "That's… that's an enormous power output!"

Erza's expression hardened. "He's no ordinary wizard. Only an S-Class mage or higher could wield such destructive force."

"B-but why is he trying to destroy the city?" Wendy yelled, horrified. "What does he gain from that?"

Makarov's eyes narrowed. "Hex is trying to make an example. To show the world what defiance costs." He answered darkly.

"He's no different from the creeps in the dark guilds here," Natsu growled, fists flaring. "If I were there, I'd burn him to a crisp!"

"Not before I'd freeze him, flame-brain," Gray shot back.

Erza's expression darkened. "I would skewer him with my swords before either of you touched him. He wouldn't get the chance to destroy even a single building," she declared.

Lucy winced, a sweatdrop sliding down her temple. "Yeah… and you three would probably cause just as much damage—if not more—than Hex."

Ben chuckled under his breath. "You're not wrong."

"HEY!" Natsu, Gray, and Erza shouted in unison.

The Omnitrix bearer only shrugged. "Don't act offended. Your middle names might as well be 'Collateral.'"

"Oof!" Cana snorted. "We sure Natsu's the fire wizard? 'Cause that was one scorching burn from Ben."

Despite the dire situation unfolding on-screen, several wizards couldn't help but laugh at the exchange.

On-screen, Hex continued his incantation—until Four Arms launched himself upward, colliding with the sorcerer in a thunderous impact that sent them both hurtling through the air.

"Ha! That's how you handle a dark wizard!" Elfman roared, pumping a fist. "Now that's manly!"

"Good hit," Gray agreed, eyes narrowing. "But he's been Four Arms for a while now. The Omnitrix's gotta be close to timing out."

"He'll have to finish this fast," Erza said tensely. "If he reverts mid-battle…"

"He's toast!" Happy finished.

Deprived of its master's control, the magical storm immediately began to unravel. The howling winds weakened, and the towering tornado tearing through the city lost its shape, scattering debris in its wake. A man who had been trapped inside the funnel plummeted to the ground, hitting hard before scrambling aside—just in time to dodge a gas tanker that landed behind him.

Wizards collectively sighed in relief.

"At least that storm won't tear apart the city while they fight." Lucy sighed.

"Yeah… Now Hex's focus will be squarely on the Tennysons instead." Gajeel pointed out.

Down below, Gwen and Max sprinted down a set of stairs toward the crash site the two landed in the courtyard.

"Stay back!" Four Arms shouted, holding an arm out as a gesture to keep away.

But his brief distraction proved costly. Hex's staff whirled through the air, pulled by invisible force back into his grasp. Standing on top of a mausoleum with stone gargoyles around it, the sorcerer had protected himself with a barrier once again.

"You dare challenge me?" Hex yelled.

He chanted another indecipherable spell, which released a crimson mist that flooded the nostrils of the gargoyles. Their eyes started glowing red as they began to come alive, locking onto the Tennysons.

The Fairy Tail wizards were equally captivated and unnerved.

"Yo! That's like my magic!" Bickslow blurted out.

"Yes," Evergreen muttered, frowning. "Except yours are dolls, not statues."

"I could use it on statues too, Ever." Bickslow retorted. "As long as its inanimate, I can seal my babies into anything."

"Anything, anything!" His dolls chanted.

"Unpredictable doesn't even begin to cover this," Levy said in awe. "He's switching magic types like it's nothing!"

Makarov hummed thoughtfully. "Yes… but even a wizard with many tricks can be spread too thin. A jack of all trades is seldom a master of any."

"So you're saying," Gray mused, "he's strong because he can do everything—but not the best at any one thing?"

"Precisely," Makarov replied. "His fire likely cannot match Natsu's Fire Dragon Slayer magic, nor his lightning the ferocity of a Lightning Dragon Slayer." The old wizard went silent at the memory of his grandson. His banishment from the guild was still fresh on his mind.

On-screen, the smallest gargoyle dove at Four Arms in a blur. The Tetramand swung to swat it away, but the creature was too quick, latching onto his face and clawing at his eyes as he staggered back, struggling to pry it off.

That split second of distraction was all the others needed. The catlike gargoyle lunged in, its claws slashing Four Arms and knocking him backward into a gravestone. He grunted, shoving himself upright, but the feline statue was relentless, bounding across the headstones with unnerving agility before whipping its tail around his throat, tightening it like a noose.

Four Arms clawed at the stone tail coiled around his throat, the pressure making his vision blur—then the creature heaved him through the air toward the largest gargoyle. The towering brute caught him mid-flight and barreled forward, slamming him through a line of gravestones as though they were made of paper.

"Come on!" Natsu growled. "He's gotta crush those things!"

"They're rocks!" Gray shot back. "Just smash 'em already!"

Gajeel huffed. "Guess being tough as a mountain doesn't mean much when you're outnumbered."

Bickslow crossed his arms, eyes flicking between the screen and his floating dolls. "Nah, it's not strength—it's teamwork. Little one distracts, fast and annoying. Middle one's agile, keeps him off balance. Big guy's the finisher."

His dolls bobbed in agreement, chanting, "Good teamwork! Good teamwork!"

Elfman slammed his fist into his palm. "Four Arms'll pull through—he's a REAL man!"

Mira gave him a patient look. "Elfman, he's technically a ten-year-old boy here."

"…A real man-in-training, then!" he amended proudly, earning a collective sigh from half the guild.

With Four Arms distracted by the gargoyles, Hex resumed his spell. His hands and staff glowing yellow as a whirlwind began to form around him. But before he could finish, a rock struck him in the shin hard.

He clutched his left leg in surprise.

The thrower was revealed to be Lucky Girl down below.

"Luck only takes you so far, Grandpa!" She stated. Grandpa Max nodded, smiling proudly.

She threw another rock, which struck Hex squarely in the temple! The sorcerer's eyes rolled back and he toppled from the mausoleum's roof to the ground, unconscious.

The guild hall burst into laughter and applause.

"Alright, Gwen!" Wendy cheered, clapping her hands.

Beside her, Ben couldn't help but grin. Looks like you've got a fan, cuz. Hopefully, you'll both get to meet someday.

"Nice throw!" Natsu cheered.

"Right in the head, too!" Jet added with a wide grin.

"So much for that Luck Charm." Droy commented.

"Well, like Gwen said, luck's only gonna do so much for ya." Macao said.

Gray chuckled. "Guess dark wizards in your world can't handle a good hit to the skull either."

Erza, however, frowned slightly. "It's strange. For all his power, he's remarkably fragile. A simple rock was enough to render him unconscious?"

Makarov nodded sagely, stroking his beard. "A sharp observation, Erza. It's not uncommon though. Some wizards pour so much focus into amplifying their magic that they neglect their physical resilience. A fatal mistake."

"Ha!" Cana smirked into her mug. "So he's got a glass jaw. Kinda ruins the whole 'all-powerful sorcerer' vibe, doesn't it?"

Gajeel snorted. "Tch. All bark, no bite—take that fancy stick away and he's nothing."

But the battle wasn't over. Even though Hex was down, the gargoyles flew in to attack Max and Gwen.

"Oh, come on!" Gray groaned. "Why are they still moving?"

Bickslow leaned forward, impressed. "Their master's down, but the spell's still active? That's next-level control." His dolls spun lazily around his head, echoing, "Creepy magic! Creepy magic!"

Erza's expression hardened. "Then Hex's downfall won't end the threat. They'll need to destroy the gargoyles as well."

The smallest of the gargoyles swooped low, going straight toward Max while Gwen backed away. The old man didn't flinch. He grabbed a pole that had one side half-encased in dried cement, hefting it over his shoulder like a baseball bat.

"Going… going… gone!" Max shouted, swinging hard. The pipe connected with a resounding crack, and the gargoyle shattered into a shower of gravel and dust.

For a heartbeat, the Fairy Tail guild just stared.

Then—

"Whoa!" Gray blurted.

"Did you see that swing?!" Jet shouted.

The guild hall erupted into applause and cheers.

"Now that's manly!" Elfman roared, fists pumping in excitement.

"Gramps has got an arm on him!" Natsu added, grinning wide.

Across the graveyard, the largest gargoyle was hurled through the air like a sack of stones. The impact sent shards of debris flying, momentarily distracting the nimble one. Seizing the opportunity, Four Arms rose to his feet and tore a massive stone broadsword from the grip of a fallen statue. Resting it across his broad shoulders, he smirked at the creature and motioned with a taunting "come on" gesture.

A collective smirk spread across the guild.

"Gotta love the taunt," Cana said with a grin. "Kid's definitely one of us."

"Bring it on!" Natsu grinned roguishly.

"Yeah—the big guy's got this," Gray added confidently.

Juvia sighed dreamily, clasping her hands together. "Ben is so confident…" Her cheeks flushed pink as she murmured under her breath, "It's… kind of exciting."

Wendy looked at her fellow bluenette, embarrassed. "J-Juvia!?"

The gargoyle charged at him. Four Arms met it head-on, swinging the massive blade. The sword collided with the creature in a thunderous impact—and both shattered into a storm of stone fragments.

Cheers and whistles filled the hall.

"Yeah! That's how you do it!" Natsu whooped.

"Manly victory!" Elfman bellowed proudly.

Even Erza smiled in approval. "Good swing."

The last gargoyle roared and charged at Four Arms to deliver a punch, which he easily ducked under. It then picked up a massive boulder from the ground and hurled it at the Tetramand. Four Arms dodged, the rock smashing into the ground behind him.

The stone beast charged again, but the Tetramand easily sidestepped so the creature stumbled and fell to its knees. Before it could rise, Four Arms was already upon it. He wrapped his upper pair of arms around its throat and locked his grip tight, his lower fists pressing into the creature's chest as it thrashed violently.

With a final, crushing squeeze, the gargoyle's head shattered apart, its stone body crumbled beneath him.

A chorus of cheers erupted from the guild.

"Yeah! That's what I'm talking about!" Natsu roared, pumping his fist.

"Now that's a manly finish!" Elfman bellowed with pride.

"Nice one, four-eyes!" Gajeel cackled. "Show that overgrown garden gnome who's boss!"

Gray smirked. "Guess that's one way to rock an opponent."

"Boo!" Happy jeered, sticking out his tongue.

"Buzz off, furball!" Gray shot back.

"Gray! Your clothes!" Lucy yelled, exasperated.

Gray blinked—then looked down. "Dammit!"

Meanwhile, Lucky Girl bent down and scooped up Hex's necklace of charms from where it had fallen. Behind her, the sorcerer groaned as he regained consciousness. Realizing his charms were gone, his golden eyes went wide with horror.

Satisfaction filled the guild hall.

"Ha! Look at that face!" Cana laughed. "That's the look of a man who knows he just lost everything!"

"Serves him right," Lucy said firmly. "He caused all that chaos—he deserves worse."

He then spotted Gwen with the charms and glared at her. Before he could approach her, Four Arms grabbed him by the head, effortlessly holding him up with his upper right arm.

"Ha! Time for the magician to disappear!" Four Arms declared. He then hurled Hex across the graveyard. The sorcerer slammed into a stone wall and tumbled straight into an open tomb with a pained groan.

Blinking through the daze, Hex found himself staring into the hollow sockets of a skeleton beside him—moments before Max shoved the heavy stone lid shut, sealing him inside.

The old man dusted off his hands, smirking proudly.

The guild hall erupted into thunderous cheers.

"Yeah! That's how it's done!" Natsu whooped, flames bursting around his fists.

"Grand finish!" Jet grinned.

Elfman pumped his fist proudly. "Now that's what I call a manly tag-team!"

Even Makarov chuckled, stroking his beard. "Excellent teamwork, all things considered."

Juvia clasped her hands against her chest, her blue eyes soft with admiration. "Ben is so strong," she murmured dreamily. "Brave and noble, too…"

Ben looked away, coughing into his hand. "Uh, t-thanks Juvia. I do my best."

Gajeel groaned to himself. Dammit… Just ask her out already, Tennyson.

And for those who'd been quietly worried about the Omnitrix timing out mid-fight, there was a collective sigh of relief. The watch actually kept him in alien form without incident this time.

Lucky Girl gazed at the Charms of Bezel in her hands. "I could fly, shoot out bolts of electricity, bring trees to life…" she said in awe, her voice rising with excitement. "I'd be unstoppable!"

The Fairy Tail guild murmured among themselves, several excited by the thought.

"She's right," Levy admitted. "If she learned how to wield them properly, she'd be an incredible wizard."

"Yeah," Macao added, "but the fact those charms can just be taken from her… that's the problem."

Gray nodded. "Yeah. At least Ben's watch is stuck on his wrist—no one's yanking that off him."

"Unlike those charms," Cana added dryly, "which Hex lost the second he got decked."

"Maybe Gwen could find a way to make sure they can't be taken so easily?" Wendy asked hopefully.

Carla sighed, her tone measured but firm. "That's a nice thought, child, but unrealistic. Right now, Gwen has no way to keep those charms safe from anyone determined enough to take them."

"Let's just see what Gwen decides," Juvia said softly, her voice calm but laced with curiosity.

"…Or I guess I could just be me," Gwen said with a resolute smile.

She placed the charms atop a nearby tomb, gripped a nearby shovel, and brought it down in one clean strike. The relics shattered instantly—bursting into a spray of glowing fragments that drifted upward like dust. For a brief, breathtaking moment, the particles shimmered across the cloudy night sky in ribbons of light—like a fleeting aurora—before fading into darkness.

A stunned silence fell over the guild hall.

"She destroyed them?" Lucy asked, wide-eyed. "Just like that?"

"I didn't expect that…" Natsu admitted, scratching the back of his head.

Erza's expression softened. "She realized how dangerous that power was—and how foolishly she used it. This was the right choice."

Makarov nodded in agreement. "A wise decision for one so young. Artifacts of that magnitude can never truly be kept safe. Even the purest intentions can invite corruption when such power is at hand."


Some time later, the heavy stone slab of the tomb groaned as it shifted aside. A flood of bright flashlight beams poured in, slicing through the darkness and blinding the disoriented sorcerer within.

Hex winced sharply, squeezing his eyes shut and raising both hands to shield himself from the sudden glare.

CLICK!

The metallic snap echoed through the crypt.

When Hex blinked his eyes open, he found himself surrounded by several uniformed police officers—flashlights trained on him—and a pair of cold steel handcuffs already locked around his wrists.

The guild erupted into cheers.

"Finally!" Natsu whooped, punching the air. "About time that creep got what's coming to him!"

"Lock him up and throw away the key!" Cana added with a grin.

"Aye!" Happy agreed, tail flicking. "The scary skull guy's going bye-bye!"

Even Erza allowed a small nod of satisfaction. "Justice served."

Makarov smiled faintly around his pipe. "A fitting end for a sorcerer drunk on his own power."

"Throw him in a Sealing Stone cell so he can't use any tricks to escape." Lucy declared. She then paused and blinked, turning to Ben curiously. "Wait, your world has Sealing Stones, right?"

Ben shrugged. "Maybe. If there is, it likely goes by another name."


The Rust Bucket rumbled down the road, passing the courtyard where flashing red and blue lights painted the fog. Out the back window, Ben and Gwen caught one last glimpse of Hex being loaded into a police car before quietly drawing the curtains shut.

From the driver's seat, Max smiled warmly. "You know," he said, glancing back at the two on the back bunks, "you two make for a pretty impressive team."

"Made," Gwen corrected softly, sinking into her seat. "Now that my powers are history." Her voice carried a faint mix of pride and regret.

In the guild hall, Ben chuckled under his breath. "Trust me, cousin… you have no idea what you'll be capable of doing."

A few members smiled at that, while others sighed sympathetically.

"Poor Gwen," Wendy murmured, her brows knitting together.

"A wizard having to give up their magic?" Lucy shook her head. "I can't imagine making a choice like that, even if it's the right one."

Makarov smiled faintly. "A difficult choice, but a wise one. The girl shows the heart of a true mage, even without magic."

Ben finally spoke up from his seat. "It's not as bad as it sounds, guys." The guild turned toward him. "The Charms of Bezel were external magic. It's not Gwen's magic. Think of it like using an enchanted item. It gave her a taste of what magic could be, but it's not the source of her power."

"So, even though Gwen doesn't ever wield the Charms of Bezel anymore, Gwen still uses magic eventually?" Wendy asked hopefully.

Well, not my version of Gwen at least. Ben thought, thinking back on the Adult Gwen from his Original Future timeline. He didn't want to mention that since it would just confuse everyone. Best wait until they crossed that bridge later.

Ben smiled and nodded. "Yep. That charm was Gwen's first real step into magic—kind of like training wheels. As the summer goes on, she learns how to use mana properly. Her mana."

Wendy smiled, visibly relieved. "Then she'll be fine."

Makarov nodded approvingly. "A fitting end to the tale. Power gained through luck fades easily—but power earned through wisdom endures."

Cana raised her mug with a grin. "To that, I'll drink. Here's to Lucky Girl—soon to be Actual Wizard Girl."

"Here, here!" The guild cheered, those with mugs raising them high.

Ben flipped idly through a comic book, lounging back against the seat. "Hey, you did the right thing—destroying those charms." He assured her.

"I guess…" Gwen murmured, her tone soft at first, before she perked up slightly and turned toward him with a grin. "So, Ben? Now that you're back to being the only hero around here… just one favor?"

"What?"

"Maybe just admit I did a good job?" she asked hopefully.

Ben paused, catching the faint dip in her expression. With a sigh, he sat up. "Gwen… You did a good job." He told her, sincere and genuine.

The guild hall filled with warm smiles—especially from the women.

"Aww…" Wendy beamed.

"About time he said it," Lucy said with a small laugh.

"Little Ben's finally learning," Cana teased, raising her glass.

"There. Happy?" Ben asked.

"No, I'm Happy." The blue cat joked, earning some chuckles.

"Totally." Gwen grinned brightly.

"Good! 'Cause I'm never saying it again."

"You don't have to." Gwen smirked, holding up a tape recorder and pressing play.

"Gwen… you did a good job," Ben's voice repeated from the speaker.

The guild erupted into laughter.

"Well played, girl," Cana grinned.

Even Erza smiled faintly. "Clever and prepared. I like her."

"Aw, man," Ben groaned, jamming pillows over his ears as Gwen repeatedly replayed the recording, laughing hysterically.

The camera panned to the Lucky Girl mask hanging proudly on the wall.

The image slowly faded to black. Glowing runes shimmered once more above the lacrima screens:

"INTERMISSION — 15 minutes until the next episode begins."

Notes:

Special thank you to my you-know-what Supporters: Reddicide, Home On The Picture, and FrenziedStar.

I made a small change to this episode:

[1] In the original, the fork hit the waitress in the shoe. Don't get how it would hurt her if she was wearing shoes. So I changed it where the fork hits her in the arm instead.

Hope you all enjoyed this installment! I appreciate the follows, favorites, and support this story has gotten so far!

As always, I'd love to hear your thoughts—so please leave a comment or critique in the review box below. Your feedback really helps!

Chapter 12: Episode 11: Small Problem

Summary:

The Fairy Tail guild watch Ben’s Omnitrix glitch out, keeping him stuck as Grey Matter. Now the Galvan is in a pickle, held captive by an alien fanatic and secret shadow of knights hellbent on finding alien technology.

Notes:

Disclaimer: Ben 10 and Fairy Tail are not mine — I'm simply a fan playing in their sandbox. All credit goes to the original creators.

(See the end of the chapter for more notes.)

Chapter Text

"INTERMISSION — 15 minutes until the next episode begins."

Ben stretched in his seat. "So, verdict time. What'd you think of Gwen's first taste of magic?"

Levy finished scribbling notes. "Quite interesting. The Charm biased probability in her favor. Fascinating…and dangerous."

Lucy twirled a lock of hair, half-guilty, half-dreamy. "I'm not gonna lie, having something like that would be… handy." She winced to herself. Especially if it could prevent any wardrobe disasters…

"Eh, who needs luck when you've got skill!" Natsu declared.

"I dunno," Gray smirked. "You've definitely needed luck in our fights."

A fiery aura flared around Natsu. "Not true! Want me to prove it, ice princess?"

An icy shimmer cascaded from Gray. "I'd like to see you try, charcoal breath."

They crashed together in a scuffle, a few rowdy wizards egging them on.

At the bar, Cana shuffled a deck one-handed. "Look, if I had that little charm, I'd hit the high-roller table. Mama Cana pays off her tab and retires by sunrise."

Mirajane smiled sweetly, yet somehow the room got colder. "And Mama Cana is not committing fraud. Scamming casinos is illegal and dishonest. You wouldn't want to have a conversation with the She-Devil… would you?"

Cana laughed nervously and tucked the cards away. "Purely hypothetical. Academic, really."

Happy looped overhead. "If I had it, I'd catch a hundred fish in one net! Maybe the fish would just… jump in!"

Wendy fidgeted, earnest as ever. "I might use it for fighting, if it kept friends safe…"

"You don't want to depend on a trinket, child," Carla said, crisp and firm.

Erza nodded. "As we learned with Gwen: power that can easily be taken can't be the foundation. A wizard must improve themselves."

"We also learned that magic in Ben's world is… democratized," Levy added. "Anyone can learn with study and practice."

Juvia clasped her hands, eyes bright. "Juvia finds that inspiring! Imagine, no affinity barriers. Just dedication."

Lucy leaned forward, curiosity fully lit. "So, you're saying I could learn Re-quip, or Erza could study healing, or Gray could try… I don't know, fire magic?"

Ben shrugged. "Pretty much. You're not locked into 'I'm a fire mage, that's my whole deal forever.' It's like fields of study. Pick a syllabus."

Natsu and Gray had already separated, dusting themselves off.

"Like hell I'd use fire magic—even if I could," Gray muttered.

Natsu snorted. "You'd be terrible at it anyway."

"I'd cast flames hotter than you could dream."

"In your dreams."

"Enough," Erza snapped, stepping between them.

Both yelped, "Sorry, ma'am!"

Then she looked back to Ben, thoughtful in a way that made everyone else straighten. "Multiple proficiencies with sufficient discipline. That appeals to me."

Makarov chuckled into his mug. "Power any citizen can earn with effort is a fine ideal. But the wider the gate, the sterner the guardrails."

Gajeel jerked his chin at Ben. "So how do people start? You just… buy a textbook?"

Ben scratched his cheek. "Kinda. There are grimoires, like that Archamada book. Gwen's starting from the ground up. No shortcuts this time."

Juvia tilted her head, curious. "Has Ben learned any spells from Gwen?"

Ben rubbed the back of his neck. "I've tried. It's hard. I've been working on a basic shield spell, but… not much luck."

"Shield spell?" Erza asked.

Ben stood, widened his stance, and raised both hands. "Contego!"

Nothing happened.

"See what I mean? No dice."

A ripple of chuckles rolled through the guild hall.

"The heck does 'cont-ego' mean?" Elfman frowned.

"Beats me," Ben shrugged. "Honestly? I already respected Gwen, but trying to learn a couple spells myself? I respect it even more."

Erza nodded. "Diligence is its own magic."

A soft chime trembled through the air.

Red runes traced themselves in a clean arc near a side wall then flared. With a neat whump, a sturdy oak bookshelf resolved into being, shelves already packed with leather-bound and clothback volumes. Titles glimmered in unfamiliar scripts alongside neat.

Lucy and Levy bolted to the bookshelf.

Levy's eyes went starry. "A field library!"

Lucy pulled out a book and opened it. "Oh wow!" She smiled. "These are spellbooks!"

Ben headed over to the shelf and glanced at Lucy's open book. "Not just any. These are spells from my world."

This surprised many in the guild hall.

A low, resonant hum rippled from the runes above the shelf. Glyphs brightened, and a clear, gentle voice threaded through the air:

"Fairy Tail Guild Members: These are copies of magical texts from Ben's universe. You are free to read and practice at your leisure. Note: Names are power."

The light faded back to a steady glow.

Mirajane clasped her hands. "How thoughtful."

Makarov hummed, thoughtful. He hopped off the bar counter and wandered to the shelf, plucking a volume free. "Learning spells from another world? That I can't pass up."

Freed stepped in beside him and selected a tome, eyes narrowing as he scanned a page. "Remarkable. This rune-work is far more intricate than I presumed. I daresay parts of it skirt the edge of mortal comprehension…"

Evergreen leaned closer. "So you just memorize these and—poof—you can cast?"

"Memorizing's only the start," Ben said. "There's a lot of it, and then you add footwork, breathing patterns, hand placements. Miss a beat, and the spell doesn't fire."

Natsu blinked. "Define 'a lot.'"

Ben pointed at the spines. "Imagine the world's spiciest cookbook where misreading a line sets your kitchen on fire."

Elfman folded his arms. "A real man doesn't fear a few letters."

Levy smiled too serenely. "Wonderful! I'll make you a reading list, Elfman."

Elfman's bravado wilted. "A… short reading list?"

Gajeel clicked his tongue. "Tch. I can memorize lyrics. How hard can a spell line be?"

Levy perked up, hopeful. "Then will you study with me, Gajeel?"

He looked away to hide the faint blush. "Um… sure. Whatever."

Carla cleared her throat, approving the shelves with a rare nod. "I can approve of Wendy expanding her repertoire."

Wendy smiled and nodded. "That does sound like it'd be fun."

Natsu pumped a fist. "I'm gonna ace this!"

Gray smirked. "How? You barely read as it is."

Natsu scowled. "Just watch me, stripper!"

Before anyone could say more, a familiar hum filled the air. The glowing runes above the monitors shimmered back to life, golden light spilling across the guild hall and catching everyone's attention.

The words began to rearrange themselves, lines shifting until the message was clear:

"INTERMISSION COMPLETE — PLEASE TAKE YOUR SEATS. The next episode will commence shortly."

Chairs scraped as people reclaimed their seats. Makarov, Levy, Lucy, and Freed brought a spellbook back with them.

"Wonder what this adventure will be about?" Gray wondered.

"Hopefully Heatblast gets more action!" Natsu grinned.

"No, more Four Arms!" Elfman pumped a fist.

"He was in the last episode though," Jet pointed out.

The screens all shimmered at once. Golden runes rippled across them, rearranging into new words:

"Episode 11: Small Problem."

"Small problem, huh?" Cana said, already grinning. "That's never about bills."

"Maybe it's a tiny monster!" Happy offered.

"Considering everything we've seen so far, that is possible." Erza mused.

Gajeel snorted. "Bet it's literal. Something shrinks."

Ben's smile went a little stiff. "I… might know this one."

Lucy side-eyed him, amused. "Define 'know.'"

"Like… 'kinda remember a situation with the Omnitrix,' know," he hedged.

This piqued the curiosity of the guild.

Is something going to happen to the Omnitrix?


Ben and Gwen stared ahead, barely containing their excitement at… something.

"Six stories of twists and turns!" Ben blurted.

"Hurtling down a 200-foot plunge!" Gwen added, eyes shining.

"At speeds over 25 miles per hour!" Ben pressed on.

"Then splash down in a churning 300,000-gallon wave pool!" Gwen finished, breathless.

The reveal: they stood before the entrance to a colossal waterslide, yellow tubes coiling around the park and overhead. A pirate-themed sign swung above them, emblazoned with two words: RiPTiDE RAPiDS.

Natsu's eyes lit up. "Like Akane Resort's waterpark!"

Lucy laughed. "That slide we did with the double rafts… I thought my heart flew out of my mouth."

Gray smirked. "You screamed."

"You also screamed," Lucy shot back.

Wendy clapped softly. "It looks really fun!"

Juvia lifted a hand, cheeks pink. "Juvia's first time at a waterpark was with Ben and the others at Akane. Juvia is still… embarrassed. On the slide, Juvia's body unintentionally turned to water."

Ben chuckled, warm. "And we all made it out just fine. No harm, no foul. Kinda perfect for a slide, honestly."

Gwen dashed through the entrance, only for Ben to get palmed by a park employee, a lanky teen with a nametag that read Brad.

"You're too short," Brad bluntly said.

"What are you talking about?" Ben bristled.

Brad pointed to a cardboard narwhal cutout. Its tusk marked the minimum height line… just above Ben's head.

Happy drooped. "I feel you, Ben. The Akane Resort guy said I was too short, too."

Natsu laughed. "So what? I just took you anyway!"

Lucy sighed into her hand. "Which is how we got kicked out early."

Carla interjected firmly. "Rules exist for a reason."

Erza added. "Agreed. Still, the delivery could be kinder."

Wendy winced. "Poor Ben."

Gray eyed Ben and smirked. "Hey, at least you're taller now."

Ben smiled, recalling the two versions of his future self he had met. "Just give it a few years."

"But I'm almost—" Ben tried to plead.

Brad had already pivoted. "NEXT!" he barked to the line.

Juvia murmured, "How rude."

Cana shrugged. "To be fair, the kid's probably paid in pocket lint."

Gajeel snorted. "Yeah, not exactly incentive for manners."

Erza cooly remarked. "Low wages are no excuse for discourtesy."

"Sorry," Gwen said in sing-song sympathy, patting Ben's head. "I hear the baby banana boats are fun for the smaller set!" She laughed and sprinted toward the slide.

Gajeel chuckled. "Savage. I respect it."

Wendy winced. "Don't kick him while he's down, Gwen…"

Lucy nodded. "Teasing is fine. That was a little sharp."

Ben slunk off and tucked himself behind a fake ship's mast. "They'll all feel small when Ripjaws shows up for a dip," he declared.

Juvia sighed, pleased. "Yes… Juvia is happy to see Ripjaws again."

Natsu burst out laughing. "Imagine Ripjaws on a waterslide!"

Gray grinned. "Lifeguard's whistle would break from overuse."

Lucy folded her arms, amused. "Going alien just to ride a slide feels… excessive."

"And a spectacular way to get banned." Carla said primly.

Happy beamed. "Aye! But it would be awesome!"

Ben activated the Omnitrix and slammed the core down, but it did not go down. He tried again. And again. It wouldn't budge.

Levy squinted. "What's going on? Why isn't the faceplate going down?"

"It used to jam sometimes." Ben groaned.

"Why was it messing up then?" Lucy asked, curious.

Ben shrugged. "Beats me. Probably just wanted to annoy me."

A few wizards chuckled at that.

"Come on, work!" Ben snapped. Fed up, he backhanded the Omnitrix against the mast. The dial finally slammed down, sparking a crackle of green energy and a flash of emerald light.

Wendy flinched. "Careful!"

Erza frowned. "Perhaps not striking it so hard isn't the best of strategies."

Natsu crossed his arms. "If it worked right, he wouldn't have to smack it."

Lucy side-eyed him. "Says the man who fixes everything with punches."

"…Which works."

As the light faded, Ben looked down. He was now tiny, gray-skinned, and wide-eyed.

"Huh? Oh, no no no no no. Anything but a micro munchkin!" Grey Matter groaned.

A wave of laughter rolled through the hall.

Gray snickered. "From 'Riptide' to ripple."

Cana cackled. "Looks like his luck's on vacation too."

"Ben, did the Luck Charm steal yours and gift-wrap it for Gwen before it got smashed?" Levy teased.

"It certainly felt like it," Ben sighed.

Happy clapped. "Little Ben! Aye!"

Gajeel grinned. "On the bright side, the height rule doesn't apply if you fit inside the ride controls."

"Do not encourage sabotage." Carla sharply said.

The ground trembled. A cluster of kids suddenly barreled toward the Rapids entrance, not looking down—straight at Grey Matter.

"Uh-oh!" he squeaked.

Wendy tensed. "Oh no, he'll be crushed!"

"Short stuff's agile. He'll be fine." Gajeel said, unconcerned.

The tiny genius zigzagged through a forest of stomping feet. "Oof! Hey, watch it! Mind the flip-flops!" he yelped, darting clear at last.

He scampered up to the entrance, where Brad was busy with a very nerdy-looking man: "In 1951, when this water park was a cornfield, recently declassified documents suggest an alien spacecraft crash-landed right here," the man droned.

Cana blinked. "Who's that?"

Gajeel snorted. "Looks like a geek… and not the likable kind."

Ben sighed, amused. "Ah, I remember him. He was some crazy alien conspiracist. Though, in hindsight, he wasn't entirely wrong."

Grey Matter hopped to Brad's shoes and seized the laces. "Time to tie up some loose ends…" He whipped the strings into a knot.

Gray smirked. "Classic."

Carla frowned. "Childish and petty."

Wendy worried. "He was just doing his job…"

Natsu snickered. "Job now includes falling on his face."

"So, if you could get someone from upper management down here, so I can start checking soil samples...?" Howell finally got to his request.

Elfman blinked. "Soil samples?"

Gajeel scoffed. "What's he expect to find, alien mulch?"

Gray shook his head. "Guy needs a different hobby."

"Umm, okay, hold on while I call someone who cares." Brad said rather rudely, imitating a phone "Ring, ring, ring! Uhh! Guess what, dude? No answer. NEXT IN LINE!" He dismissed the nerd and called for who was next.

Laughter rippled across the guild hall.

Cana cackled. "Okay, Brad. Redeemed."

"Yeah, that was a good comeback." Gray admitted.

Erza tried not to smile. "Quite unprofessional… though I can't say I blame him."

But then, the alien enthusiast looked down and spotted Grey Matter, who ran away and hid. "Did you see that?! An alien! Maybe a remnant of that fateful crash...!" Howell pointed to where Grey Matter was, but the alien was gone now.

Wendy winced. "Oh no… He saw Ben."

Carla sighed. "A small alien near an alien fanatic is not ideal indeed."

"Eh, can't be that big of a deal." Natsu shrugged, uncaring.

"Dude, you've been in the sun way too long." Brad remarked.

Many wizards chuckled.

However, Howell ran past him after Grey Matter.

"Hey, no cuts!" Brad yelled, trying to run after him, but his tied shoelaces tripped him.

Lucy pinched the bridge of her nose. "And the one time that guy could've helped… Ben's prank backfired here."

Erza sighed. "Actions have consequences."

Cana snickered. "Karma with a double-knot."

Grey Matter ran to the front of the slide, where Gwen was about to go down. "Hey! Race yah to the bottom!" He challenged, before they both slid down, Grey Matter yelling with excitement as he flew uncontrollably through the tunnels. He eventually splashed in the ending pool.

Natsu's eyes sparkled. "Okay, that looks fun."

Happy flapped excitedly. "Aye! And at Grey Matter's size I bet it's even more intense!"

Gray smirked. "Fun until the lifeguard sees a frog gremlin in the flume."

"Now, that rocked!" He exclaimed happily.

But then, he saw Gwen's big shadow above him. He started screaming and trying to swim out of the way before she came splashing down on him.

Natsu and Happy both winced in unison.

"I take it back…" Natsu said.

"Aye… Death by cannonball isn't a good way to go."

"Is there really any good way to go?" Droy asked.

Wendy covered her mouth. "Is he okay?"

"I'm sure he's fine, child." Carla dismissed. "Ben's here now, isn't he?"

Ben pouted. "So? Doesn't mean I couldn't have gotten hurt." He then sweat-dropped. Now that I think about it, dying from Gwen falling on me would've been a really awkward way to go…

They both resurfaced, Grey Matter panting from excitement.

"Grandpa's not going to like you going alien just to sneak on a ride!" Gwen reprimanded.

"That's why I'm not going to tell him. In a few minutes, I'll be back to normal, and he'll never know, will he?" Grey Matter questioned with a glare.

Erza's brow rose. "Quite bold of him, given the recent incident with Kevin in New York."

"Yeah, c'mon Ben. You should know better." Lucy commented.

Cana waved a hand. "He's Grey Matter. What's he gonna do? Outthink the lifeguard?"

Gray shrugged. "Honestly, it's probably better he's a tiny alien that doesn't draw attention—unlike Ripjaws."

Juvia sighed, conceding. "Yes… Ripjaws is simply too majestic not to be noticed."

Lucy sweat-dropped. "'Majestic' isn't the word I'd use…"

"More like 'delicious'," Happy drooled.

"Not that either!"

Gwen momentarily hesitated. "...We gotta towel off. Or, in your case, 'napkin of'!" She remarked before leaving the pool.

Several wizards laughed.

Cana raised her cup. "S-tier sass. I love it."

Then, Howell suddenly surged up out of the water behind him, scooping Grey Matter up from below. "There you are, my little alien ticket to fame!" The 'alien hunter's declared.

Too small to fight back and trapped in Howell's grasp, Grey Matter did the only thing he could.

"Gwen! Gweeeen!" He yelled out.

Wendy gasped. "Oh no! He's got Grey Matter!"

"When did he get there?" Natsu wondered. "Was he hiding?"

Lucy's eyes narrowed. "In a pool with children? That's so creepy!"

Gray's brows furrowed. "That dude seriously needs an ass kicking."

Elfman cracked his knuckles. "Shame I wasn't there to give it to him."

The orange-haired girl saw them and became serious.

She saw them and immediately became serious. "Let him go!" She demanded.

Howell, however, ran out of the pool with Gwen in pursuit.

Juvia bristled, clenching her fists. "He would kidnap Ben while he's small and vulnerable? Unforgivable."

"I coulda chased after him," Natsu jumped to his feet.

"I'm sure Gwen's got this." Lucy said.

Howell threw Grey Matter into a nearby cooler and took off with it.

"Help!" Grey Matter yelled, voice muffled by the cooler.

Howell ran past Grandpa Max, who was happily carrying three ice cream cones, when Gwen caught up. "Grandpa, that guy's got Grey Matter!" She explained urgently. Max threw the ice creams in the garbage and gave chase.

Happy winced. "Not the ice cream…"

Erza lowered her head. "An unfortunate but necessary sacrifice."

Lucy sweat-dropped. "Dramatic much?"

"Gweeeen!" Grey Matter let out another muffled scream that could be heard outside the cooler. While within said cooler, Grey Matter was jostled around with its contents, which was a lot of candy.

Seeing Gwen and Max behind him, Howell opened the cooler, holding his hand in the way to stop Grey Matter from falling out while dumping the candy all over the ground. This resulted in the children in a crowd of people he ran through to make a break for the candy, immediately blocking Max and Gwen's path.

Gajeel scowled. "Using kids as a cover? Slimy prick."

Levy frowned. "Yeah… Though it is tactical."

Gray nodded. "Weaponized sugar rush."

With his pursuers briefly stalled, Howell made it to his parked green car. "Let me out!" Grey Matter let out one more muffled cry as Howell put the cooler in the trunk and got in.

A chorus of groans rippled through the hall.

Natsu slammed a fist into his palm. "Dammit! He's getting away!"

Elfman snorted. "It's not manly to kidnap someone; especially when they're tiny!"

"Wouldn't everyone be tiny compared to you, big guy?" Macao asked.

"I mean, yeah, it sucks he got kidnapped. But he'll time out soon, right?" Gray mentioned.

Lucy bit her lip. "Yeah, but… inside a cooler?"

Levy considered, already calculating. "Actually, if he were to revert back while inside, the force of his transformation would splinter the cooler before it could injure him."

Gajeel glanced at Ben, smirking. "Wanna test that theory, Tennyson?"

"Hardly," Ben rolled his eyes. "One time trapped in a cooler is enough."

The other two Tennyson's made it to the parking lot, but too late, as the car drove past them. "Don't worry. We'll find him... somehow." Max assured his granddaughter.

Wendy leaned forward. "How will they track him?"

The guild's two tracking experts chimed in.

"Those vehicles have plates with numbers and letters on them. They could start there." Alzack suggested.

Bisca added. "It's likely an identification of some kind. Could be tied to an address. Looking for a car that matches that design and color can also narrow things down."

Makarov stroked his beard. "Experience, method, and a bit of luck… of the earned kind."


In a suburban neighborhood, a driveway camera pinged as Howell's green car rolled in. The garage door lifted automatically with a smooth whirr. Inside, Howell stepped out and paused before a hallway laced with a red laser grid.

"Security system: off," he said.

The beams winked out. He strode through, dripping pool water onto the floor. Two cleaning robots zipped from their docks, fans whirring as they drove over each droplet, leaving the tile spotless.

Many in the guild were equally confused and surprised by the gadgets.

Cana blinked. "Okay… What was all that?"

Levy leaned in, wide-eyed. "Lasers in a hallway… and little cleaning golems?"

Wendy whispered, "They move on their own… Is he using magic?"

Ben shook his head. "Nah, it's all technology from my world. From what I remember, this guy built most of it himself."

"That's…actually impressive," Lucy admitted. "Even if he is a creep."

Howell set the box down on his kitchen island. "Lights: on. Prepare dinner."

Overhead fixtures bloomed to life; a microwave chimed awake and began to hum, rotating a covered dish as fans kicked on.

The guild was amazed by the house's autonomy.

Freed's eyes shone. "A house that obeys his voice? Remarkable."

Cana whistled. "I want that kitchen."

Gray crossed his arms. "Tell my stove to make itself useful."

Happy giggled. "It listens better than Natsu."

"Hey?!"

"Do you think we could have something like that in our world?" Wendy wondered.

Makarov hummed. "It is technically possible with the right weave of magic and machinery. Though installation will certainly cost a pretty amount of Jewels."

Natsu slumped. "So… no talking fridge for me."

"Not with all of the property damage bills we have the pay," Happy added.

A gray housecat hopped onto the counter, pawing at the lunchbox. Howell scooped it up. "No, no. This one is all mine."

Happy brightened slightly. "At least the kidnapper's a cat guy!"

"That doesn't help his case, Happy." Lucy deadpanned.

"Maybe the cat will scratch him." Carla dryly offered.


The Rust Bucket barreled through town.

"OK, so if he's Grey Matter now, he'll just turn back into Ben… then go Four Arms or something and escape." Gwen theorized.

"Makes sense to me," Droy agreed. "It's just a waiting game."

Jet pointed out. "But then that weirdo might try to trap Ben and force him to explain HOW he changed back from a grape-sized alien."

Levy then pointed out the obvious. "Actually, shouldn't the Omnitrix have already timed out? Surely it's been more than 10 minutes."

"Maybe it's delayed?" Cana suggested. "His watch does have a lousy sense of timing."

On-screen, Max had the same concerns as Levy. "But if you said he went alien when he did, Ben should have changed back before he was taken."

"…Which means maybe something's wrong with the watch!" Gwen realized. "Well, at least as Grey Matter, he's smart." She said hopefully.

Cana snapped her fingers. "Ah! Now the title clicks."

Gray asked, "So how'd you get out if the watch kept you tiny?"

"Very carefully," Ben slyly said.

Levy brightened. "Grey Matter's genius is off the charts. I'm sure he'll improvise his own escape. He could jury-rig something or even troubleshoot the Omnitrix."

Gajeel smirked. "Or just bite the guy's finger off."


Back at the house, Grey Matter sprang at the lip of a glass jar on the counter—hit, scrabbled, and slid back down the curved wall with a squeak.

Levy winced. "Oof. My 'he'll improvise an exit' theory is… not off to a great start."

"Incredible. Truly incredible. A perfect miniature alien being!" Howell marveled at the grape-sized genius.

"Who are you calling miniature?!" The Galvan demanded.

"So, which galaxy are you from?" Howell asked.

"Actually, I don't know myself…" Grey Matter admitted. "And if I did, I wouldn't tell you!" He added standoffishly.

Lucy became intrigued. "So where do Grey Matter's people come from? Do you know that Ben?"

Ben answered. "Galvan Prime. I think it's about seventy-six thousand light-years from my Earth."

A ripple of surprise and awe moved through the hall.

"What's a light-year?" Natsu asked, dumbfounded.

"The distance light travels in one year."

"So definitely not a walking distance then." Cana remarked.

Erza considered this information. "If aliens exist in your universe, could they exist in ours?"

Ben nodded. "Very likely."

Gray frowned. "Then how come we've never met any?" He paused. "Well, aliens that aren't yours, I mean."

Ben shrugged. "It could've happened and you never noticed—stealth tech, disguises, or they just passed through fast. They might even be avoiding Earthland altogether."

"How come? They scared?" Natsu wondered.

"Either that, or it's not worth their time," Ben said. "Earthland's light on tech. Unless they're specifically into magic, there isn't much incentive to come here."

"Oh! Feisty little life-form, aren't you?" Howell mocked.

"You wanna see feisty? Just wait until I get big!"

However, Howell just smiled at him.

Lucy shuddered. "So creepy."

"Dude's definitely not getting any dates anytime soon," Cana dryly remarked.

Wendy hugged her arms. "He should just let Grey Matter go."

Gajeel scoffed. "He won't. He sees the pipsqueak as a ticket to fame."

"…Take a picture! It lasts longer." The Galvan snapped.

"My thoughts exactly." Howell said, taking out his phone and taking a picture of Grey Matter, who merely sulked to himself.

Wendy pouted. "That's just mean…"

Juvia's eyes watered. "My poor little Ben. If only Juvia had been there to help you…"

Erza set her jaw. "Hopefully Max and Gwen will find him soon."


Meanwhile, in a stark castle rising out of empty scrubland, a man in full armor—face hidden behind a golden mask—appeared in a video call with Howell.

"Mr. Howell, we've more than had enough of your fuzzy claims and blurry photos of supposed alien spaceships. I'm not someone you want to annoy." the masked man warned.

Many in the guild felt uneasy at the sight of the masked Knight, who practically had 'villain' written all over him.

"Who's the mask guy?" Natsu's smile faded. "Smells like trouble."

"You can smell him from here?" Happy asked, surprised.

"I'm getting bad vibes from him too," Gray narrowed his eyes.

Wendy whispered, "So there are knights in Ben's world too?"

"I get not judging a book by its cover… But this guy certainly doesn't radiate 'honorable'," Lucy remarked.

Erza's tone was cool steel. "Armor does not confer virtue."

Ben flatly replied, "Your instincts are right. These losers are the furthest thing from 'honorable'."

"I-I know that. But this one's different. I promise you!" Howell stammered nervously before relaying images of Grey Matter. "See? He's only about six inches in size AND converses fluently in English! Perhaps the organization... would consider?" he asked hopefully.

Now that he could see proof of an actual alien, the masked man did consider it. "I'm sending a car. You'd better not be wasting our time. Or our resources." He warned before hanging up.

Lucy tilted her head. "An 'organization' with knights and a castle?"

"It's not the strangest thing we've seen," Happy noted.

"His phrasing, 'wasting our time or resources'," Freed looked contemplative, "that implies a budget and milestones."

"What the heck would they want with a little alien though?" Gray asked. "It's not like they can turn him into a weapon."

"No, but Grey Matter is very smart." Levy pointed out. "They could be thinking to force him into making something for them?"

Gajeel sneered. "Or dissection?"

"Don't joke, Gajeel." Juvia flatly said.

Erza frowned. "Whatever their intentions, it won't be benign."


Grey Matter sat in his jar, scanning the room—every surface plastered with alien conspiracy paraphernalia.

Cana whistled. "There's having a hobby… and there's an obsession."

"For real. If the guy wasn't creepy before," Gray remarked.

Juvia went silent and looked at her lap, twiddling her thumbs. She recalled how her own room was practically a shrine to Ben. Custom posters, pictures, and plushies of him and his various aliens.

"J-Juvia does not approve of him kidnapping Ben… but she understands the passion…"

"Great. A thousand people at the water park and the UFO-freak spots me!" The Galvan complained.

Lucy folded her arms, glancing over at Ben. "Could've been avoided if you hadn't gone alien just to ride a waterslide."

Ben shrugged. "I was ten."

Natsu jumped in. "Besides, you gotta loosen up every now and then."

Erza's voice cut in, cool. "There is a line between loosening up and being reckless."

Howell's cat meowed from the floor. "Wait. This could work... Here, kitty kitty! I taste just like chicken!" He goaded the cat, nudging the jar.

Happy became thoughtful. "Does Grey Matter really taste like chicken?"

Natsu perked up. "I know frog legs taste like chicken, so maybe—"

Carla shot the pair a look. "Focus, fools."

"All that aside, the logic is sound. Cats are pros at knocking things off the table." Lucy stated.

"Hey, are you saying I knock things off tables, Lucy?" Happy asked, sounding mildly offended.

"Did I stutter, cat?" Lucy cooly retorted, recalling the objects that Happy's knocked off her tables in her apartment when he and Natsu come to visit.

The cat sprang onto the table, batted the jar—crash. Glass burst across the tile and Grey Matter popped to his feet. "I'm free!" He cheered.

A wave of relief washed through the hall.

"Alright! The little guy's free!" Natsu pumped a fist.

"Aye! That's one way to escape a glass jar." Happy added.

"Uh…" Lucy blinked. "Is he really safe though? Now's he out in the open with a housecat."

However, another concern made itself known as the two vacuum robots came up behind him. "Uh oh...I'm free?" he realized nervously.

Cana snorted. "And a couple of golem vacuums, too…"

"As if things couldn't get any worse for the little guy," Jet groaned.

"Run, Grey Matter!" Wendy shouted.

The vacuums and the cat boxed Grey Matter in. Thinking fast, he vaulted onto one robot, sprang to the other, and darted through the gap, sprinting out of the room. Both bots spun and whirred after him in hot pursuit.

Howell strutted out of the adjacent room, oblivious. "'Howell Wainwright: Alien Discoverer!' Heh—let the fame and fortune begin!" he preened, stepping into the UFO room.

"Oh yeah… So that was his name. I'd completely forgotten," Ben admitted.

"You forgot the name of the guy who kidnapped you and stuck you in a jar?" Gajeel asked, incredulous.

"Eh," Ben shrugged. "Wasn't the only time I've been captured."

Howell froze. "Nooo!" he howled, seeing his "ticket to fame" was gone.

Some laughter rippled through the guild.

Cana smirked. "Fortune delayed."

Gajeel bared his teeth in a grin. "Cry harder, nerd."

Erza interjected over the laughter. "Let's not celebrate just yet. Ben still needs to escape this Howell's home."


In the Rust Bucket, Gwen's phone rang.

"Hello?" she answered.

"Gwen, it's me!"

"Ben! You're still Grey Matter?"

"Yeah! The watch still won't work!"

"Where are you?"

Grey Matter lifted the phone with his tiny arms and tottered to a nearby window so that he could look out.

Cana winced slightly. "That phone's gotta be his whole-body weight."

Happy sighed. "I can relate..."

Gray shrugged. "At least you and Carla can fly."

Elfman huffed. "Guess for his size, the little guy's not too weak."

"Uh, there appears to be a mountain peak 13.2 miles due west with a vertical angle at 45 degrees." He analyzed the background.

Nearly everyone in the guild sweat-dropped.

Levy blinked. "Accurate… but not exactly actionable."

Gajeel grunted. "Just give her a street, professor."

Alzack sighed, exasperated. "Exactly. Range and bearing help, but we need landmarks."

Bisca nodded, already mapping. "Signs and mailboxes too. One visual tag and we can narrow the search."

"H-He's trying his best!" Juvia defended.

"Brainiac! How about a street?" She snapped for a simpler answer.

"Exactly," Gajeel grumbled.

"Oh, yeah. It's Ripley." Grey Matter began, but that was as far as he got before an alarm started ringing and a metal window shield started shutting on him.

Erza's eyes narrowed. "How much security does one man need?"

Lucy muttered, "Honestly… I could use that. Given how many times Natsu and Happy break into my apartment."

Natsu looked offended. "Hey! We knock sometimes."

Lucy narrowed her gaze. "Again, you're not helping your case."

Grey Matter sprang back just before the shutter could squash him, but his elbow clipped the phone. It tumbled, smashed on the tile, and went dead.

"Ben? Something happened!" Gwen informed her grandfather.

A unified groan rolled through the guild.

Cana facepalmed. "His luck is cursed today."

Makarov nodded, sympathetic. "Setbacks are lessons, children. The point is for us to keep moving in spite of them."

"Aye sir!" The guild cheered.


The blaring alarm cut off as Howell stepped into the kitchen.

He spotted Grey Matter and lunged, cupping both hands to pin him—but the Galvan slipped like a bar of soap, darting up a sleeve and into Howell's shirt. Chaos ensued: scratching, wriggling, yelping.

Grey Matter popped back out, hit the floor running, and beelined for a wall vent.

Many in the guild laughed.

"Guess it sometimes comes in handy to be little," Gray smirked.

Happy clapped. "Slippery escape! Aye!"

Cana grinned. "Greased lightning, pocket-sized."

Erza nodded. "Now to reach an exit."

Howell crouched at the vent, took off the grate, and reached inside. Grey Matter juked once… then got snagged on the second swipe.

But he quickly sank his tiny, sharp teeth into Howell's finger. The nerd howled and released him.

Laughter broke out.

Gajeel barked, "Ha! Called it!"

Gray smirked. "Little Guy: 1. Nerd: 0."

Levy giggled. "Sometimes the simplest solution is the best."


Gwen flipped open a paper map. "Ripley Avenue? Ripley Lane? Ripley Drive? We don't have time to check them all out!"

"Do we have a choice?" Max asked, steady but grim.

The Rust Bucket wound down a curving arterial and into a maze of look-alike suburbs—endless rows of driveways, trimmed lawns, and copy-paste rooftops.

Cana groaned. "Needle, meet haystack."

Gray sighed. "Grey Matter really dropped the ball on directions."

Lucy winced. "A single house number would've saved them some trouble."

Erza folded her arms. "Complaints won't find him. Methods will."

Alzack groaned, annoyed. "They don't need to check every single house."

Bisca nodded, thinking like a spotter. "Exactly. Just find the streets with 'Ripley' and then look out for the car. They already know the color and make."


Grey Matter wriggled into the vents. "What's your malfunction...?!" the Galvan complained to the Omnitrix. "Probably something stupid like the DNA Splicing Replicator copying a fragment of an amino acid sequence!" he theorized, then paused mid-crawl. "So, this is what it feels like to be smart!" he exclaimed, impressed with himself.

On cue, question marks appeared over everyone's head.

Cana blinked. "He lost me at 'D-N-A.'"

Levy frowned thoughtfully. "Amino acid fragment…?"

"What the hell did any of that mean?" Gajeel asked gruffly.

"Beats me," Ben shrugged. "When I change back from my brainy guys, I don't get it either. Chalk it up to the prototype Omnitrix acting out."

He reached a junction of ducts, then a brutal crosswind slammed into him. Howell had cranked the house fans to max. "I'll teach you to 'blow me off'!" Howell snapped as the gale battered Grey Matter, ping-ponging him through the metalwork with hollow clanks.

Gray winced. "That must hurt…"

"Those fans might as well be a hurricane to someone Grey Matter's size," Wendy muttered.

Grey Matter spotted a grate and latched on, flipping a release that popped the vent to the kitchen. He tumbled out, right into Howell's shadow. The man stood there with a broom poised. "Gotcha!" he barked, swinging.

The Galvan juked aside. "Think again!" he shot back, slipping past a second swipe and scrambling up onto the counter.

Howell tossed the broom aside and lunged, but Grey Matter slipped into the sink drain, just out of reach. "He gets away, and the Organization will come after ME! Come on. Think, Howell..." he muttered, panicked.

He spotted the faucet, twisted it on, and a gush of water blasted into the drain, flushing Grey Matter through the pipes.

"Oh no!" Juvia clutched her chest. "He'll drown him!"

"Actually," Ben interjected. "Grey Matter can breathe underwater. He's got gills and all, so he'll be okay."

Wendy exhaled. "That's a relief…"

Levy grimaced as a thought entered her head. "But if he gets flushed down the pipes, that means..."

The torrent finally spat Grey Matter into a placid pool. "Ah, fresh air!" he cheered—then looked around… a toilet bowl.

"This is so gross..." The Galvan complained.

A chorus of "EWW!" erupted throughout the guild hall—girls first, a few guys right behind.

Levy grimaced. "Yep. That's the problem with drain escapes. You could end up in a gross destination."

Cana pinched her nose. "That's another luck check he failed."


On a quiet street in the subdivision, the Rust Bucket eased to the curb and parked. Max and Gwen hopped out, scanning the rows of near-identical homes.

Wendy clasped her hands. "Please hold on, Grey Matter…"

Juvia nodded, tense. "They will find him."

Gray frowned. "But how? Every house looks the same."

"The architects of this neighborhood were really lazy, weren't they?" Lucy commented.

Levy tapped her pen. "Like Alzack and Bisca said earlier. Cross-reference the 'Ripley' street with cars that match Howell's."

"I'll take this side; you take that one." Gwen instructed.

The two started working opposite sidewalks. Max cupped his hands to a window. "Ben?" he called—just as the lawn's motion sprinklers sprang to life and pelted him, causing him to retreat.

Cana snorted. "Defeated by sprinklers, Grandpa Max?"

Natsu flexed. "Bust through every wall and check fast."

Lucy whirled. "That's property damage."

Gray shrugged. "Or just bust down the doors?"

"That's breaking and entering!"

Erza lowered her head. "Extreme circumstances. Saving Ben takes precedence… within reason."

Lucy deadpanned. That's rich coming from you. Didn't you knock out the train station workers in Onibus when they wouldn't answer your questions?

Gwen crouched to peer under a cellar window. On the other side of the window, a red spider lowered in front of her face on a thin line. She immediately screamed and bolted.

Laughter bubbled.

Lucy raised a hand. "Yeah, Gwen. Spiders are a big no for me too."

Natsu grinned and teased her. "Anything that could be scary is a no for you." '

"Aye! You're a big scaredy cat."

"Like you're one to talk, cat!"

Gray teased, "Though to be scared of a spider on the other side of the window is a little ridiculous."

Rounding the corner, Gwen collided with Max; both toppled onto the grass and lay there, staring up at the sky, winded and exasperated. This was going to be harder than they thought.

Some groans resounded through the hall.

Gray facepalmed. "A couple of tactical geniuses here."

Gajeel huffed a laugh. "Dynamic duo, huh."

Levy scratched her. "Max and Gwen are usually pretty smart. I don't understand why they're making such questionable decisions."

Cana chuckled. "Maybe the heat's getting to them."

"Even veterans stumble." Makarov took a swig of his mug.

Erza sighed. "They need to regroup and rethink their strategy."

Ben chuckled. "Nice to know I'm not the only one with questionable moments."


Inside a darkened security nook, Howell hunched over a bank of monitors, cycling through camera feeds of every room and hallway. "You can run, but you can't hide…" he crooned, ominous.

Several wizards (the ladies especially) felt an uncomfortable chill go up their spines.

Lucy shivered. "That guy is really giving off major creep vibes."

"No kidding," Cana grimaced.

A feed flickered. There was Grey Matter, skittering down a wall in the power room. He popped a metal panel and revealed a chunky lever. "What?" Howell blurted, leaning in.

Grey Matter flashed a grin straight into the camera and yanked the lever. The entire house went thunk—lights, screens, and cameras died at once.

Gajeel blinked. "What'd he pull?"

Ben explained. "Main breaker. Cuts power to the whole house. Most places with electricity have one."

"Oh, I see!" Levy beamed. "By cutting off the power, you can shut off all of Howell's gadgets."

Erza nodded. "Excellent strategy to remove the enemy's advantages first."

In the living room, now lit only by window glow, Grey Matter tucked himself into a potted plant's leaves. He peeked out, eyes landing on the fireplace. A chimney shaft rose like a vertical tunnel.

"Ah, my ticket out!" he chirped.

Hope swelled through the guild hall.

Happy clapped. "Up the chimney just like Santa! Aye!"

"If Santa was a tiny alien genius," Gray remarked.

"If there's nothing blocking the shaft, that could work." Levy smiled.

Grey Matter sprinted across a side table, then dropped behind a vase as Howell swept a flashlight beam through the room.

"Don't make this hard on yourself…" the 'alien hunter' warned, prowling.

When the light swung away, Grey Matter bolted for the hearth. The firebox had internal baffles sealing it off from the chimney, but he found a recessed switch and popped them open.

Clank.

The sound snapped Howell's head around.

Many of the mages cursed under their breaths.

Grey Matter scrambled up the flue, only for the flashlight to pin him. "I'll smoke you out if I have to!" Howell snarled, sparking a fire.

Wendy gasped. "The heat and smoke will hurt him!"

"Hurry up and climbing my darling!" Juvia exclaimed.

Smoke surged up the shaft toward Grey Matter. He started coughing, eyes watering, the exit blurring as soot billowed and choked the vertical tunnel. Another fit wracked him; his grip slipped and he tumbled, landing squarely in Howell's waiting miniature net.

"No!" A chorus erupted across the guild.

"Ugh, that blows." Cana hissed, "So close, yet so far."

"Dammit!" Natsu slammed a fist into his palm. "Using fire to nab little Ben? That's dirty!"

Erza frowned. "Now it's up to Max and Gwen to rescue him."


The Rust Bucket prowled another block when Gwen's eyes narrowed. A familiar green vehicle sat in a driveway two houses up. "Grandpa, his car!" she shouted, pointing.
Max's jaw set; he punched the accelerator.

Cheers broke out across the hall.

Wendy clasped her hands. "They found him!"

Natsu leapt up. "Let's go!"

"Hang on, my beloved," Juvia whispered.


Inside, Howell set Grey Matter back in the UFO-themed room—this time on a display shelf sealed with glass doors. From there, the Galvan could get a better look at the nerd's collection.

He coughed a few times, then deadpanned, "Something tells me you're the type of guy who has a lot of friends."

"Who needs friends, when you'll have the fame I'm about to have?" Howell dismissed.

The Fairy Tail guild disagreed wholeheartedly with Howell's statement.

"Who the hell cares about fame?" Natsu yelled. "Life without any friends would suck!"

Erza nodded solemnly. "Glory without comrades is hollow."

Makarov sighed. "Indeed. A life counted in headlines is a lonely one."

Suddenly, three men in masks, knightly armor, and trench coats pushed through the door. The leader carried a cage, glass walls braced with an active energy field that hummed faintly.

Most of the wizards tensed up.

Wendy shrunk a little. "Those men…"

Cana's smile vanished. "They're definitely bad news."

"An energy cage?" Levy frowned. "These knights aren't packing ordinary hardware…"

Gajeel cracked his neck. "Shady and armed."

Ben remained silent. The Forever Knights really fell off after this appearance, didn't they?

"They're here!" Howell gasped.

"Yeah, to break me out!" Grey Matter declared.

Lucy blinked. "They who?"

Gajeel arched a brow. "Why would you think they'd be there to free yah? That smoke mess with your tiny head?"

Ben chuckled awkwardly. "At the time, I thought it was Grandpa and Gwen at the door. Wishful thinking on my part."

The men strode into the UFO room. "Oh, you don't know how long I've waited to meet you people! It's truly an honor!" Howell gushed, thrusting out a hand.

Grey Matter's expression tightened, concern creeping in.

Juvia clenched her fists, murmuring, "Max, Gwen, please get to my darling on time…"


Max and Gwen sprinted up the walk to the front door.

"Want to ring the doorbell?" Gwen asked.

"I'll knock. Hard." Max declared, and kicked the door in.

Natsu whooped. "Now we're talking!"

Gray smirked. "Subtle as a freight train."

"Go save your family like a REAL man!" Elfman declared.

Lucy groaned, covering her face. "Breaking and entering…"

"I can't be helped," Erza stated. "This force is necessary."

Wendy was hopeful. "Go save Grey Matter!"


Back with Howell, the newcomers were far less cordial.

"Where's the alien?" the lead knight demanded.

Howell shuffled aside, revealing Grey Matter on the shelf. The knight shoved Howell away and snapped the tiny Galvan into a humming energy cage.

"Hands off! Oof!" the Galvan complained as the knights turned and strode out, as stoic as they'd entered.

"Tsk!" Gajeel clicked his tongue. "There goes his chances of escape."

Wendy frowned. "But… Where are Grandpa Max and Gwen?"

Gray tilted his head. "Did they kick down the backdoor or something?"

Bisca folded her arms. "No. It's likely they're—"


Meanwhile, the door Max kicked in seemed to belong to the wrong house. Waiting for him and Gwen was not Howell, but a snarling dog.

Several wizards winced.

Bisca finished dryly, "—at the wrong house."

Happy sweat-dropped, nervous. "Uh, nice doggie…"

Carla sighed. "The creature can't hear you, tomcat."

An old woman in a wheelchair rolled in the room. "Brutus! Sit, boy!" The woman ordered, but the dog didn't listen and jumped, pouncing on Max, pushing him to the ground.

Cana winced. "Oof! Bad timing."

Lucy bit her lip. "I hope Max isn't hurt… but from the dog's view, he is an intruder."

"I'm surprised she ordered him to 'sit'." Mirajane said. "She would've been well within her right to sick the dog on him."

Gray muttered, "Should've brought treats."

As he attacked Max, Gwen saw the house across from theirs. The knights were there, getting in a limousine with the cage and ushering Howell in as well. Howell's phone dropped out of his pocket.

A few wizards perked up.

"That's Howell's communication thing." Droy pointed out.

"What was it called again?" Jet asked.

"A 'phone'," Levy looked thoughtful. "If the shot's focusing on it, it has to matter."

"It's him! The guy who's got Ben!" Gwen exclaimed.

The limousine snapped into reverse, shot out of Howell's driveway, and roared off. "They're getting away!" she cried.

Max, still fending off the dog, suddenly pressed two fingers to the animal's forehead.

"Down, boy!" he commanded. The dog went limp and fell asleep.

A ripple of surprise ran through the hall.

Wendy blinked. "He… put the dog to sleep with two fingers?"

Gray whistled. "Okay, Grandpa."

"How'd he do that?" Elfman asked, surprised.

"Pressure points," Erza replied. "If you hit certain nerves and disrupt blood flow, you can lock up muscles, cause pain, and or—as Max demonstrated—knock out your opponent."

"That's so cool!" Natsu's eyes lit up. "I wanna try!"

Gray smirked. "Why don't you try practicing on yourself?"

"Nice trick, Grandpa." Gwen said, impressed as Max put the sleeping dog down.

"Come on. We need to find out where they went!" Max told her.

Cana smirked. "Yeah, this 'regular plumber' story gets thinner by the minute."

Bisca adjusted her hat. "Training like that doesn't come from pipe-fitting."

"Questions for later," Alzack said. "They need to pursue that vehicle."

Natsu cracked his knuckles. "And then smash it."

"Probably not the best idea with Ben still inside," Lucy pointed out.


Inside the limousine, Howell sat wedged between two armored men; the humming energy cage rested on his lap.

"I have a bad feeling about these guys..." Grey Matter said, uneasy.

"That's because you're the one in a cage, and I'm not," Howell replied smugly.

Gray eyed the screen. "Funny how no one's talking to him."

Lucy frowned. "Howell's misreading the room hard."

Cana smirked. "Enjoy the 'win' while it lasts, buddy."

"Why aren't they talking?" Wendy asked.

Erza's voice cooled. "They're tolerating him until he's no longer useful. Then he becomes… excess."

Wendy grimaced. "That's… ominous."

The car rolled up to a remote stone stronghold, the same castle from the video call. Howell stepped out, gawking at the battlements… and a knight immediately shoved him forward, keeping him moving toward the entry.

Gajeel snorted. "Of course the knights have a castle as their hideout."

Natsu grinned roguishly. "Just more stuff to break when the time comes!"


Gwen and Max circled back to Howell's house. Max peered into his open garage and paused. Same model, same paint.

"Huh, the old lady and the creep have the same taste in cars. Go figure," he grumbled.

This comment earned some laughter.

"Man, talk about a coincidence," Lucy muttered.

"For real," Cana paused to down a pint. "With as many cars as there are in Ben's world, the chances of neighbors having the same one has gotta be low."

"Those chances aren't zero though," Bisca pointed out.

"A reminder to always analyze your surroundings." Alzack stated.

Gwen spotted the phone Howell dropped, scooped it up, and thumbed it awake. A gallery of photos that he had taken of Grey Matter.

"He looks so sad…" she breathed, then scowled. "They can't torment Ben like that, only I can torment Ben like that!"

A wave of sweat-drops and groans went across the hall.

Lucy rubbed her temples. "Gwen… priorities."

Wendy gently chimed, "At least we know she cares."

"Yeah, that sounds like something she would say back then." Ben said wryly.

Max took the phone, tapped through to recent calls. The top entry: (555) 555-1034.
"If we can get a reverse trace on that number, we should be able to get an address," he said.

Levy blinked. "Reverse… trace?"

"The phones in my world log who they called." Ben tried to explain. "You feed that number into a system that looks up the owner or where it routes—like checking a registry. It can spit out an address."

Gajeel hummed. "So… track 'em by their own breadcrumbs."

Carla nodded. "Efficient."

"Grandpa…! There's a sneaky side to you I'm totally starting to appreciate!" Gwen said, impressed.

Cana raised her cup. "To sneaky Grandpa."

"A tracker's best friend is good intel." Alzack said.

Bisca added. "And a lead we can move on."


Howell trailed the knights into a vaulted chamber washed in colored light from a vast stained-glass window. They set Grey Matter's humming cage on a steel table. A high-back chair swiveled; the golden-masked man from the call regarded the tiny alien.

"A remarkable specimen," he said, almost reverent.

"So who is the guy in the gold mask anyway?" Natsu asked, clenching his fists. "Everything about him ticks me off!"

"Salamander is not the only one," Juvia said darkly.

"Enoch." Ben answered. "Don't know his real name. Was a baddie I fought a couple times when I was young."

"Edgy epithets, huh?" Gray snorted. "Yeah, sounds like a bad guy's MO."

"Heh-heh. So, how we doin' this? Joint news conference? Hitting the major talk shows?" Howell blurted, practically bouncing.

"We prefer to keep our discoveries private," Enoch replied.

Lucy folded her arms. "And there goes Howell's fame fantasy."

"Wait, so they don't want the fame either?" Droy asked, confused.

Makarov stroked his beard, his expression serious. "Like most successful criminal groups, they prefer to keep their deeds hidden in the shadows."

Erza frowned. "They give off the same vibes as a dark guild."

Gajeel snorted. "Congrats, nerd. You brought a shark to your own pool."

Howell blinked, thrown. "W-What are you talking about? We've gotta tell the world about this!"

"Actually, we don't," the gold knight said as men in mint-green suits with one-eyed masks rolled in a cart, lifted the cage, and clipped it onto mounts.

"Wha-Whe-Where are you taking him?!" Howell demanded.

"Our scientists have a few 'tests' to run," Enoch explained.

An uneasy feeling came over everyone in the guild.

Wendy flinched. "I don't like the sound of that…"

Levy's eyes widened in horror. "'Tests' implies invasive procedures."

"But why? What're they hoping to gain from it?" Happy asked, confused.

"We'll have to wait and see…" Carla said.

"—Uhh, but honestly, I've never been very good at tests. Nor quizzes, for that matter!" Grey Matter said nervously as he was carried away.

Natsu nodded. "Neither have I."

Wendy wrung her hands. "What are they going to do to him…?"

"I found him! He belongs to ME!" Howell insisted.

Juvia bristled. "He doesn't belong to anyone." She glanced away, voice dropping to a whisper. "Though… perhaps one day… he could be Juvia's…?"

With their keen hearing, all three Dragon Slayers caught it.

Natsu blinked, baffled. Why would she want Ben to "belong" to her? He's not a pet or a slave.

Gajeel rolled his eyes. Hopeless.

Wendy went scarlet, little puffs of steam practically rising from her head. M-Miss Juvia!

"He's ours now. And you just became disposable," Enoch declared menacingly.

Two knights seized Howell by the arms, then hurled him out of the room and down a flight of stairs.

The guild collectively winced.

"That'll leave a mark," Cana said.

Juvia's mouth thinned. "He treated Grey Matter poorly. He got off easy."

Gray arched a brow. "That's their idea of 'disposing' him? I'm not saying I want the guy dead, but you'd think these knights would be more ruthless."

Makarov sighed. "Then Howell should count his blessings they're letting him live."

The nerd popped back up fast. "They can't do this. To EITHER of us!" he snapped.
A guard opened a nearby door. Howell slammed it shut on him and bolted down the hall.

Many of the wizards cheered.

"Looks like the nerd does have a pair," Gajeel smirked.

"Mind your language around Wendy!" Carla snapped.

Lucy exhaled. "Creep or not, at least he's doing the right thing now."

Macao frowned. "Good thing their 'disposal' process is sloppy."

Wakaba nodded. "Amateurs with expensive gear."


Outside the castle walls, guards paced the grounds, cradling odd-looking spears. Each haft split near the tip into twin blades with a small chamber set between them.

"They're really skimping out on security if all they arm those guards with is spears." Droy remarked.

Alzack shook his head. "Those don't look like regular spears. See that chamber between the blades? Likely a barrel to shoot projectiles."

Bisca nodded. "Could be a spear-rifle combo. Or something worse."

Max and Gwen crouched in a dense hedge overlooking the courtyard.

"This isn't a house, it's a fortress! Are they having a masquerade party here or something?" Gwen whispered.

"They call themselves 'The Forever Knights.' A well-financed secret society, dedicated to collecting alien technology," Max said.

This piqued the interest of the guild.

Levy's eyes widened. "Knights collecting alien technology… to what end?"

Makarov asserted. "Power. With such weapons, they could crush any opposition."

Gray grimaced. "Against regular people, gear like that tilts every fight in their advantage."

Erza nodded. "They're no different than the dark guilds of our world."

Gwen stared, startled by the matter-of-fact reveal. Max gave a little shrug. "Um, hey, when you've been around as long as I have, you pick up a few things..."

No one in the guild bought the old man's explanation.

Cana arched a brow. "That's not just 'a few things'."

Bisca folded her arms. "Intel like that comes from inside circles."

Lucy looked curious. "How though? How does a plumber know anything about shady knight groups?"

Erza interjected. "Explanations can wait. Saving Ben takes priority."


The scientists wheeled the cage into a stark lab dominated by a ceiling-mounted machine poised over a body-sized table. As they prepped the platform, Grey Matter noticed a puppet—tailored to his dimensions—being shackled down.

A technician lifted a combined controller/viewer; the overhead unit hummed alive. Three articulated arms unfolded and fired tight beams, neatly severing the dummy's limbs one by one.

Color drained from faces around the hall.

Wendy whispered, "They're going to dissect him…"

Gajeel growled to himself. "I was just kiddin' earlier about the whole dissection thing…"

Erza's fists clenched. "Monstrous!"

Gray's jaw tightened. "This just got real."

Grey Matter gasped. "Prepare subject for dissection," one scientist told another.

"NO!" Everyone shouted.

Wendy grabbed Ben's coat, eyes wide. "H-How did you get out of this?"

Natsu shot to his feet. "Where the heck are Max and Gwen? They need to rescue him now!"

Bisca commented. "Or Howell saves the day."

Alzack nodded. "Either option is favorable."


At the base of a castle wall, Max and Gwen crouched in the crook of a sturdy tree, holding still as a guard's patrol passed beneath.

"Ready?" he asked.

"Not really, but…" she said nervously.

Max was already moving.

Lucy sighed. "I feel that. I'd be nervous too if I were in her shoes."

"You'd be nervous regardless, Lucy," Natsu laughed.

She punched him in the shoulder. "JERK!"

Natsu laughed in response.

Ben rolled his eyes, smirking. If Natsu wasn't so oblivious with girls, I'd say they'd make a good couple.

Levy added. "And Gwen can't use magic yet; more importantly, she's only ten. That's got to be a lot of pressure."

Wendy clenched her fists. "You've got this, Gwen." She encouraged the on-screen girl.

"Courage is acting despite fear." Erza declared.

They edged along a thick branch, then leapt. Fingers catching the lip of the parapet. With a heave, they hauled themselves over and tumbled onto the upper walkway.

A guard stood right in front of them. Max didn't flinch. "Hi, there," he said with a smirk.

A chorus of laughter broke out.

Cana cackled. "Ten out of ten entrance."

Gray grinned. "Guess Grandpa Max doesn't believe in stealth."

"Barging in the front door is my style!" Natsu declared.

"Along with burning the building down," Lucy added.

The guard lunged and slammed Max to the stone, but the elder Tennyson rolled with it, scissoring a sweep that took the knight's legs out and sent the spear clattering. Both men rose. They traded: Max's left jab was dodged; his right hook was blocked. The knight snapped a jab—parried—then whipped a roundhouse. Max caught the shin clean and heaved, slinging the armored opponent into the wall with a ringing clang.

Many of the Fairy Tail mages were impressed.

Natsu's eyes lit. "Old man can brawl. Now I kinda wanna fight him."

Lucy pinched the bridge of her nose. "With Fire Dragon Magic? Bit much." She paused. "…Unless he's got tech that nulls your flames… then maybe."

"Grandpa Max is a REAL MAN!" Elfman loudly declared.

Erza nodded, impressed. "Efficient counters and excellent control."

Gray smirked. "Grandpa's got hands."

The guard recovered, knocked Max down, and advanced—then a voice cut in.

"Hey! 'Metal head'!" Gwen announced.

The knight turned just in time for Gwen to crack him with his own spear and drop him cold.

Applause and cheers broke out in the guild hall.

Wendy jumped to her feet. "Alright, Gwen!"

Lucy grinned. "Way to go girl!"

Cana whooped. "Ten-year-old coming in the clutch!"

Gajeel smirked. "Kid's got some power in that small frame. Not bad."


Outside the dissection room, a lab tech approached with a tray of chemicals. He keyed a code at the panel, then stiffened at a presence behind him. He turned just in time to catch a fire extinguisher to the temple; Howell stood there, breathing hard as the man crumpled.

Cheers erupted across the guild hall.

Cana held up her mug. "Atta boy, Howell!"

"The nerd to the rescue!" Happy cheered.

Howell stripped the lab coat, swiped the door, and slipped inside. Only one scientist remained, poised over a shackled Grey Matter on the table.

"Uh, don't bother with the slice and dice! Trust me! I'm just as grey on the inside as I am on the out!" Grey Matter babbled.

Wendy shot up. "Leave him alone!"

Juvia cupped her hands. "Hurry up Howell…"

"Let me assist you," Howell said smoothly, then cracked the scientist across the head and dropped him cold. He tore off the mask, shoved on his glasses.

More cheers erupted, but no one said anything. Juvia and Wendy both exhaled in relief.

"What are you doing?!" Grey Matter blurted.

"Getting you out of here!" Howell snapped back, hustling to the console. He piloted the overhead arms; tight laser bursts severed the shackles one by one.

Lucy frowned, impressed despite herself. "Using lasers to cut tiny restraints seems a little…much."

"Time is of the essence," Erza countered. "Whatever they can do to escape faster."

Levy exhaled. "At least Howell knew how to use that machine well enough without hurting Grey Matter."

Behind him, the door hissed open, and a cluster of scientists rushed in. "Back off! Aliens are people too! Well, sort of..." Howell declared, bravado wobbling at the end.

Several mages couldn't help but chuckle at that.

"Well," Gray folded his arms, "at least he's trying."

Wendy nodded. "Keep going, Mr. Howell."

"How's the nerd gonna get out of this one?" Gajeel wondered.

Howell swung back to the console, guiding the articulated arms to gently pluck the incoming scientists off their feet and set them aside. He popped the final shackle—Grey Matter sprang free.

But as they turned to bolt, the first scientist Howell had cold-cocked earlier staggered up and clubbed Howell from behind. Howell crumpled and Grey Matter slipped from his hands, tumbling to the floor.

Cana groaned. "These guys can't just make a clean getaway, huh?"

"As is the case in many missions." Makarov pointed out. "Your adversaries will not always just give up."

Natsu grinned. "Fine by me. Just makes things more fun!"

The revived scientist lunged after Grey Matter, only for Howell, dazed but stubborn, to snag the man's ankle and yank.

Elfman nodded. "Credit where it's due. This Howell guy didn't quit."

"Yeah," Wakaba agreed. "He might be a weirdo, but the guy certainly isn't a pushover."

Grey Matter bolted into the corridor and then collided with a bare shin. "Ow!" Gwen yelped, then glanced down and gasped. "Ben!"

Cheers burst through the hall.

Wendy beamed. "They found each other!"

Juvia clasped her hands. "Beloved is reunited!"

"Gwen!" Grey Matter breathed as she scooped him up.

"Let's save the family reunion for the road," Max said.

Erza nodded. "Agreed. You're still in enemy territory."

Cana chuckled. "Exit, stage left."

Natsu cracked his knuckles. "Just go out the front and smash anyone in the way!"

Lucy sweat-dropped. "It's not that simple, Natsu."

Gray folded his arms. "Yeah, Max is tough, but a whole squad of knights? Even he'll struggle."

Macao added, "And Gwen only dropped that knight because she caught him by surprise."

Gajeel huffed. "Not to mention Tennyson's still stuck as the 'micro munchkin.'"

Makarov hummed. "The path is hard, but they've beaten worse. Let's see how this plays out."


The Tennysons darted through the stone corridors, slipping past patrols. As they rounded a bend, a squad turning the corner ahead forced them to hide in the nearest room.

Wendy bit her lip. "They're boxed in…"

Erza's eyes narrowed. "Outnumbered, confined. Max is the only reliable combatant for now."

Gray nodded. "One misstep and they're toast."

The room was cavernous and dark until low floor lights pulsed on, revealing rows of pedestal-mounted glass cases, each displaying a piece of alien technology.

"Look at all this alien tech!" Grey Matter breathed, awed.

"Whoa…" Lucy breathed. "Where did they get all of that?"

"Years of stealing and black market dealing, no doubt," Makarov said, folding his arms.

Levy leaned forward. "Is there anything they can repurpose?"

"Like some kinda alien gun?" Droy offered.

"How would they even know what's a weapon and what isn't?" Jet asked.

"The old-timer probably would," Gajeel said, crossing his arms. "If not him—"

"—then Grey Matter should," Juvia finished, sighing dreamily. "My darling's brains are unmatched in that form."

A few wizards chuckled while Ben hid his face, embarrassed. "Juvia…please."


A knight hurried into Enoch's chamber and dropped to one knee. "Sir, our scientists were found unconscious, and the alien is missing. There's also been a security breach at the northeast perimeter."

"Find me that alien!" Enoch snapped.

Enoch's response confused many of the wizards.

Erza arched a brow. "He's prioritizing dissection over intruders?"

Lucy shook her head. "Talk about priorities…"

Levy shook her head. "If thieves are inside a vault of alien tech, that should be their main concern."

Ben sighed. "Classic Knights. Tunnel vision."


On-screen, the Tennyson Trio walked around the room.

"Oh, man! These guys have no clue what they've got here!" Grey Matter exclaimed, shocked.

"Or maybe they do..." Gwen said, eyeing a claw-like object.

"We've got to destroy everything!" Grey Matter insisted.

The Galvan's urgency set nerves on edge.

"If the little guy says destroy them, it makes you wonder what they are," Gray said.

"It can't be anything good," Erza replied, eyes narrowing. "What's worse is—as Grey Matter suggested—they might not even grasp what they've got."

Levy nodded. "How do they take all that out? I doubt 'smash everything' is the safest method…"

Natsu cracked his knuckles. "Shame I'm not there. I'd wreck the lot—easy."

Lucy sighed. "Preferably without bringing the castle down on their heads."

The doors suddenly swung wide. Enoch strode in with a restrained Howell and six armed knights.

"Spread out and find them!" Enoch ordered

Cana groaned. "Zero breathing room."

Gray frowned. "Seven knights and only one exit that's blocked. It's not looking good."

Bisca assessed. "They'll need a distraction. Something to break formation."

"Or turn the exhibits into obstacles." Alzack suggested.

Wendy whispered, "Please be careful…"

As knights fanned out around the gallery, the Tennysons hid behind the central plinth, which was housing a hulking power apparatus. Grey Matter's eyes flicked, calculating. Then he snapped into action. "Gwen! Grab that pulse hypercore! Grandpa, the Gallinium capacitor!" He pointed to two neighboring pedestals.

Gwen and Max stared at him, stunned.

The Fairy Tail wizards were equally confused. Question marks even appeared over some of their heads.

"The what now?" Natsu tilted his head.

"It's not Ben talking, it's Grey Matter," the Galvan said quickly. "Do it!"

Levy tapped her chin. "So Grey Matter's cognition is bleeding through Ben's mind—subconscious guidance. Fascinating…"

Juvia became thoughtful: "Do other aliens do that, too? Ben does become louder and angrier as Rath… and darker when he becomes Ghostfreak."

Mirajane nodded warily. "Take-Over forms that influence temperament can become dangerous if left unchecked…"

Erza firmly said, "Debate later. Trust the specialist now."

They moved exactly as directed, lifting the components from their pedestals. Grey Matter sprang onto the central power unit, and Gwen and Max set the parts in place for him.

A searing bolt sliced past, barely missing them. "They're over here!" a knight shouted.

A burst of curses and groans filled the hall.

"Of course they spotted them now!" Gray yelled.

Before the shooter could line up another shot, Max lunged and tackled the knight, ripping the spear free. He pivoted and squeezed the grip; the "spear" spat laser fire, driving the others back.

Alzack nodded, satisfied. "Knew those spears weren't ordinary."

Bisca added, "So they were guns in disguise."

Erza's eyes narrowed. "More surprising is Max recognizing the mechanism and dropping a helmeted knight with a single punch."

Elfman bellowed, "So manly!"

Natsu grinned. "Now I definitely want to fight him!"

Lucy snapped, "Not the time, Natsu!"

"Get out of here!" Grey Matter ordered Gwen.

"What about you?"

The Galvan pointed to the device. "If I can get inside the power grid, I can hook the hypercore and capacitor up to it! This is where 'small' comes in handy. Now go! I'll meet you outside!"

Gray frowned. "What exactly is he building?"

Levy's eyes widened. "A bomb! He's planning to destroy the Knights' stash and cripple their compound."

"That's what I'm talking about!" Natsu cheered.

"But… How exactly is Grey Matter planning to escape before the bomb goes off?" Lucy asked worriedly.

Gwen nodded and sprinted toward Max. "Grandpa!" she called, and the two ran out of the room.

Grey Matter grabbed the capacitor and hypercore, pitched them into a slot on the power grid, and dove in after. He clipped the capacitor to a circuit wall, ran a lead to the hypercore, and the grid began to scream with energy—arcs spitting across the chamber.

Freed narrowed his gaze. "Alien technology is certainly not my specialty, but even I can tell that's a lot of power."

Bickslow chuckled. "Hope the little guy doesn't fry himself!"

"Don't fry! Don't fry!" His totems chanted.

"Timing will be everything here," Evergreen noted.

"That reaction will decimate the mansion and everything in it. Everyone out!" Enoch ordered, then rounded on Howell. "Except you, Howell. You and your little alien have been nothing but trouble!" He seized Howell by the shirt and hurled him to the floor.

Lucy winced. "That had to hurt."

Gray snorted. "Still, these knights do kinda suck at 'disposing' of enemies. What's to stop Howell from escaping?"

"Bluster over competence." Carla cooly said.

As Grey Matter scrambled out of the power grid, the Omnitrix finally timed out. In a red flash, Grey Matter transformed back to Ben, whose human-sized hand wedged tight in the slot. "Oh man, just when I didn't want you to work!" Ben snapped at the watch.

A wave of groans rippled through the building.

Happy sighed. "Of course it works now."

Cana laughed. "Really starting to believe that Luck Charm siphoned the kid's luck."

Howell staggered up and spotted Ben. "Huh, where'd you come from?"

"I'll tell you later. But right now, can you give me a hand?" Ben asked urgently.

Howell nodded, hurried over, and yanked Ben's hand free.

The guild approved of Howell not being cowardly and helping free Ben.

Juvia clasped her hands. "Run now!"

"The clock is ticking. Hurry," Erza clenched her fists tightly.


Gwen and Max sprinted across the courtyard. Behind them, arcs of electricity spewed from windows and doorways. They glanced back just in time to see Howell and Ben burst out as the castle buckled inward, stone folding like paper, then imploded with a blinding white flash.

A chorus of relieved exhales and cheers erupted.

Lucy exhaled. "Way, way too close."

Natsu pumped a fist. "Now that's an explosion!"

Levy adjusted her glasses. "Technically an implosion, the pressure collapsed inward."

Gray waved her off. "Semantics. Loud either way."

"I'm just glad they made it." Wendy said, sounding relieved.

Howell bent over, hands on knees, gulping air—then straightened, remembering. "Anyone see where that little alien went?!"

There was a round of deadpan stares directed toward Howell on the screens.

"Really?" Macao furrowed his brows.

"Even after all that you're still obsessed with Grey Matter?" Wakaba shook his head. "Talk about stubborn."

Laki interjected. "Maybe he was just concerned if Grey Matter got out in time? He doesn't know that Ben is Grey Matter."

"Nope," Ben lied.

"Not a clue," Gwen lied, too.

Howell returned to his feet. "…Well, I am done with anything alien!" He declared, marching off.

Many in the guild laughed at that, understanding Howell's sentiment.

Cana snorted. "Yeah, you do that. Get yourself a healthier hobby. Literally anything else."

Levy nodded. "Maybe stick to tech that helps people."

Elfman flexed. "And work out too! You're too skinny Howell!"

Makarov smiled. "Spend that second chance wisely."


The Rustbucket rumbled away from the ruined castle. Ben slouched into his seat with a long exhale. "Ah, feels good to be big again!"

Lucy chuckled. "I bet."

Happy sighed sadly. "I wish I could be big…"

Natsu patted him on the head. "Eh, don't sulk Happy. You're still taller than Grey Matter."

"Just barely though," Gajeel sneered.

Happy then proceeded to cry.

Gray tilted his head, looking at Ben. "So, Ben… did you ever figure out why the watch kept you as Grey Matter that long?"

"Not really," Ben shrugged. "Maybe I smacked the dial too hard and glitched it. Who knows?"

Gwen scoffed. "'Big'? Get real, shorty."

Ben popped up. "Don't make me go Four Arms on you!"

Without warning, the Omnitrix sparked with red electricity.

"I—I didn't do anything!" Ben blurted.

"We so have to get that fixed," Gwen eyed the watch.

Ben frowned at it.

Many in the guild hall looked concerned.

Juvia bite her lip, worried. "It's acting weird again…"

Erza's gaze hardened. "What could be going on? Was it damaged in a previous fight?"

Levy tapped her pen. "He could transform to Grey Matter and try to diagnosis the problem."

Ben sweat-dropped. Wish I'd thought of that back then.

"For what it's worth," Ben spoke up, "the Omnitrix has auto self-repair. If it's in one piece, it'll fix itself."

Relief rippled through the hall.

Lucy exhaled. "That's good. No more 'micro munchkin' incidents, please."

Gajeel shrugged. "Should probably still carry a toolbox."

Natsu grinned. "Or a hammer."

Lucy deadpanned. "Hammering the Omnitrix is a terrible idea."

Ben kept quiet, pointedly not mentioning the time he broke the Omnitrix with a screwdriver. If the guild ever saw that incident… yeah, not his brightest moment.


Beside the castle's smoking rubble, a sleek limousine rolled to a stop. Inside, Enoch sat motionless.

Enoch eyed the crater, then tapped a recessed console. A display bloomed with images of Ben, Gwen, and Max. "Find out all there is to know about these people," he ordered.

A hush fell over the hall.

Lucy frowned. "Oh no. They're on a watchlist now."

Cana groaned. "Great. Guess they won't be the last we see of them."

Gray snorted. "Well… they are called the Forever Knights."

Wendy worried. "So they're going to come after Ben, Gwen, and Grandpa Max?"

Gajeel's gaze hardened. "After they just trashed their alien tech stash and castle to boot? You bet they will, squirt."

Juvia was confident. "Ben will defeat them soundly."

Ben smiled. "Appreciate the confidence, Juvia."

Juvia sighed happily at the compliment directed at her.

"Makes you wonder if the big dark guilds have any of us on a list?"

Mirajane nodded solemnly. "Most likely."

Natsu smirked. "If they do, they can come get us the hard way."

Erza nodded. "My thoughts exactly."

The image slowly faded to black. Glowing runes shimmered once more above the screens:

"INTERMISSION — 15 minutes until the next episode begins."

Notes:

Special thanks to my “you-know-what” Supporters: Reddicide, Home On The Picture, Clank 2662, IFeedTheZombies Grandmas Biscuits, Narinder Singh, and C.S. Dead_Man, Alamo9112, and FrenziedStar.

Your support is much appreciated!

I hope you fine readers enjoyed this chapter! I'll admit "Small Trouble" is not really a favorite episode of mine, but I listened to your feedback in the polls and wrote the reactions for it. Hopefully you still enjoyed it!

As always, I'd love to hear your thoughts—so please leave any comment or critique in the comments below. Your feedback really helps!

Chapter 13: Episode 12: Side Effects

Summary:

The Fairy Tail guild watches Ben battle a bug-obsessed mutant while nursing a cold…and they see firsthand how that illness hampers his alien transformations.

Notes:

Disclaimer: Ben 10 and Fairy Tail are not mine — I'm simply a fan playing in their sandbox. All credit goes to the original creators.

(See the end of the chapter for more notes.)

Chapter Text

Ten minutes after Episode 11's conclusion, the guild had dispersed for drinks, snacks, and quick bathroom runs. Cana, however, was sauntering behind the bar to grab another barrel of ale.

Ben shook his head. She really must have an iron liver or something.

His thoughts were interrupted when Levy drifted over, notebook in hand, eyes bright.

"So, Ben," she began, pencil poised, "when you change into one of your smart aliens—like Grey Matter—where does that all that new knowledge come from?"

Ben rocked on his heels. "I have a couple theories. Either the Omnitrix streams the species' baseline knowledge into my head, or those species are just built to think that way. With Galvans and Cerebrocrustacean—uh, Brainstorm's people—a lot of it is instinct."

Levy's eyes widened. "So… They're just that smart?"

"Pretty much," he shrugged.

Freed joined them, arms folded, thoughtful. "Innate cognition on that scale is truly incredible."

Levy pinched her lower lip. "Species whose default is… super-genius."

Well, I wouldn't say super-genius is the default for all of them… Ben's thoughts drifted to Blukic and Driba. For some, it's just genius.

He continued. "Galvans and Cerebrocrustaceans are two of the top contenders where I'm from. There's even a rivalry about who's the 'smartest race in the universe.' The actually smart ones say that contest is nonsense and get back to building things though."

Across the hall, Natsu had constructed a small mountain range of plates and was actively reducing it. "I get wanting to prove you're the best," he said around a bite. Happy sat beside him with a neat pile of fish, nibbling contentedly.

"Hey, Carla! Want to share a fish with me?" Happy offered, holding up a fillet.

Carla didn't look up from her tea. "Hardly."

Ben winced slightly. Rejected.

Lucy watched, exasperated. "I still can't get over how you can eat so much without getting sick."

Happy patted Natsu's belly. "Aye! His stomach is a cauldron."

Gray, who had been listening in, glanced back at Ben. "I just thought of something… If you get sick, do your aliens get sick too?"

Ben shook his head. "Not anymore."

Gray lifted a brow. "Anymore?"

From a nearby table Juvia set down her cup, cheeks faintly pink. "If Ben were to fall ill, Juvia would be honored to nurse him back to health." She looked away, flustered. "Warm soup. Fresh water. Clean cloths."

Ben's ears went a little red. "That's… uh, really kind. T-Thanks, Juvia."

Gray chuckled, shaking his head. Glad it's you and not me, man.

A familiar hum filled the building. Overhead, the runes above the monitors shimmered back to life with golden light.

The words began to rearrange themselves.

INTERMISSION COMPLETE — PLEASE TAKE YOUR SEATS.

Chairs slid back into rows.

From the bar, Cana called, "Who wants to bet this episode opens with chaos?"

Macao shook his head. "Sucker's bet, Cana."

Wakaba chuckled. "Yeah. Pretty much guaranteed the Tennysons are stopping a crime before breakfast."

Natsu grinned. "Then something explodes."

Golden runes rippled across them, rearranging into new words:

"Episode 12: Side Effects."

"Side effects of what?" Lucy whispered. "The Omnitrix?"

Levy arched a brow. "Is it still malfunctioning after the last episode?"

"Maybe, but Ben did say the Omnitrix could repair itself." Erza's gaze narrowed. "Perhaps he gets injured as a human and the injury is transferred between his aliens?"

Wendy's hands knit together. "I hope it isn't dangerous…"

"No." Juvia leaned forward, anxiety tightening her voice. "Does Juvia's beloved get hurt and the pain follows him?"

Ben watched the title sit for a beat longer than usual. "I've got a hunch which memory this is tied to," he said quietly.


A wrecking ball smashed into a run-down apartment building. The wrecking ball operator smiled. "Getting paid to smash stuff! Ha-ha! You gotta love this job!"

"Heck yeah!" Natsu's eyes lit up. "That would be the best job ever!"

Happy agreed. "Aye! Natsu would do it for free."

Lucy sweat-dropped. "He already does… then our reward pays for repairs."

Gray smirked. "Accurate."

"You have no room to talk," she added dryly.

He went for another whip into the building and created a big hole. A hole from which a man silently appeared, the operator's coworker seeing him and frantically yelled at the operator to stop.

Levy winced. "They didn't clear the structure?"

Carla crossed her arms. "If they didn't, that's incredibly irresponsible."

The man in the building was wearing a brown coat and had pale blue skin, with roaches crawling all over him. "Get out of our home." The mystery man ordered, albeit rather calmly.

The guild's reaction was immediate as a chorus of female wizards (and some guys) shrieked, "EEEWWWW!"

Wendy clutched Ben's sleeve, unnerved. "W-Why are there so many bugs on him?"

Gray grimaced. "Geez, somebody needs a shower. Or a dip in the lake..."

Carla flatly noted, "Unsanitary to a criminal degree."

Levy squinted. "He looks sick."

"With that many bugs crawling on him, it's no mystery why he'd be sick." Droy commented.

The wrecking ball operator laughed at this. "Well, I hate to break it to you, Pal, but this building's condemned by order of councilwoman Liang."

Laki tilted her head. "Liang? Who's that?"

Levy answered, thinking aloud. "Sounds like a city official. A local council leader."

"That would make sense." Makarov nodded. "Demolitions inside city limits require proper authorization."

Lucy bit her lip. "Oh great… Now the bug-man has a name to fixate on."

Natsu waved it off. "So what? What's the worst he can do?"

"Yeah, so move it, or lose it. This place is coming down, like it or not." The other worker demanded.

Angry, the man hurled a swarm of insects from his hands. One worker bolted, but the bugs engulfed the wrecking-ball operator before he could flee, lifting him into the air and carrying him up to Clancy.

A ripple of shock coursed through the hall.

Lucy recoiled. "T-That's a lot of bugs."

"They're able to lift that guy?!" Macao shouted incredulously.

Cana shuddered. "That's nightmare fuel…"

Erza's eyes narrowed. "Control at rang and rapid mass coordination. Is this magic or some natural ability?"

Ben's expression tightened. "The latter. That's Clancy. He's a mutant, a person born with powers. As you can see, he can telepathically control bugs."

Levy blinked hard. "An entire swarm supporting a grown man… that shouldn't be possible."

Ben shrugged. "Don't ask me how he does it. He might be boosting their strength through his link."

Gajeel curled a lip. "Who cares how it works. What matters is squashing that guy."

"Get these things off of me!" the wrecking ball operator pleaded

"Well, if you think we're bugging you now..." Clancy sneered menacingly.

Many in the guild shivered at that.

"Hate that tone." Cana remarked.

Natsu scowled. "Is the bug-guy going to kill him?"

Bisca's jaw set. "Sounds that way…"

Wendy's voice wavered. "I-I don't want to see this…"

Ben set a hand on her shoulder. "Hey, it's all right. Clancy probably let him go to warn the city."

In truth, Ben didn't know what had happened to that construction worker. Given Clancy's disdain for humanity, he doubted the poor man had survived.

"Dammit…" Gray hissed, frustrated. "If we were there…"

A heavy silence settled over the guild.


The scene shifted to show a red sports car speeding down a street. The driver checked his rear-view mirror with a smile on his face. "Oh, they'll never catch me!" He laughed.

Cana let out a low whistle. "Not gonna lie, that's a slick ride."

Gray nodded. "Way cooler than our clunky magic-mobiles."

Lucy sighed. "Style points… minus a conscience."

Wendy lifted her face from Ben's side, a little calmer now. He patted her back with a reassuring smile.

"Bets on why this guy's running?" Cana called.

"Robbery's the obvious pick," Bisca said.

"The question is, what did he steal?" Alzack added.

Gajeel lounged against the bench, boots up on the next seat. "Probably just knocked over a store. That's most of these crooks' M.O."

Natsu glared at him. "Speaking from experience?"

Gajeel snapped. "I was never a bandit, Salamander!"

The scene cut to show the Rust Bucket chasing after the criminal. Gwen was sitting in the passenger seat and looked out the window, noticing something.

"There he is!" She exclaimed.

"You sure?" Max asked.

"Totally." She confirmed.

A motorcycle with no driver passed the Rust Bucket by and drove off after the car. The motorcycle was black with green stripes and had an eye in front.

"Oh, it's Upgrade!" Levy perked up.

Erza tilted her head. "Not a poor choice, but wouldn't XLR8 have been faster?"

Jet nodded. "Yeah, XLR8 could've dusted that car in seconds."

Ben shrugged. "Omnitrix gave me the wrong alien."

"Another misdial, huh?" Gray shook his head. "Well, least you're making the best of what the watch gave you."

Ben grinned. "What can I say? I'm an expert at that."

The sports car swerved through dense traffic. Upgrade steered away and took the sidewalk instead.

"Look out! One side! Coming through!" Upgrade called out as he passed bystanders.

Bisca winced. "Expert at putting pedestrians at risk?"

Max, the Sand Wizard, said. "Not like he had any choice. It was that or let the bad guy get away."

"At least Upgrade's showing good reaction speed," Jet noted.

As Upgrade merged onto a clearer stretch of road, he spotted a car carrier ahead, perfect for a slingshot. He tucked in behind it, popped a wheelie, and set his front wheel on the truck bed. The engine roared, driving both wheels now, and he rocketed forward, closing to just behind the getaway car.

The driver glanced back, saw Upgrade, and gunned it, blowing a red light as a semi barreled through the intersection. The Galvanic Mechamorph didn't flinch. He dropped into a flawless slide under the truck and burst out the other side, still on the criminal's tail, even if the close shave made his circuits crawl.

"Hey!" Upgrade called out, not appreciating the trick the criminal pulled.

Cheers erupted at the slick motorcycle stunt.

Gray grinned. "Awesome move."

Elfman pumped a fist. "Manly!"

Erza nodded. "Clean slide under a moving vehicle."

Cana laughed. "That's taking 'one with the ride' to a whole new level."

"Huh?" The robber questioned upon hearing Upgrade behind him.

Closing the distance, Upgrade fired a laser from his eye, shearing the trunk clean off. Stolen bills burst into the air like confetti. "Some people just can't hang on to their money."

That quip earned some chuckles from the guild.

Gajeel smirked. "See? Told you he robbed a store."

From the rim of his front wheel, Upgrade extruded an energy spike. He surged alongside the getaway car's rear tire and punched the spike in, sending the vehicle into a controlled spin that ended in a harmless crunch against a row of parked cars.

Upgrade rolled up to the dazed driver, deliberately revealing the absence of anyone behind the wheel. "No way!" the robber exclaimed.

The Galvanic Mechamorph peeled out, the burst of exhaust blowing back into the robber's face.

Laughter rippled throughout the building.

Cana snorted. "Another criminal bites the dust."

Gray chuckled. "Adding insult to injury."

Natsu fist pumped. "Crash 'n' bash, baby!"

Makarov smiled. "Swift, controlled, and minimal collateral. Well done." He sighed to himself. If only the rest of Fairy Tail could follow that example…

Upgrade drove off as police cars approached. Once he slipped out of the officers' line of sight, a box truck ahead caught his eye, its shutter door emblazoned with a giant ice-cream cone.

Mirajane sighed, smiling faintly. "I think I know where this is going…"

Lucy frowned. "Please don't do what I think you're about to do."

Happy chirped. "Hero tax, paid in dessert."

"Well, I did just nab a bad guy..." Uprade reasoned, rolling up to the truck. He un-merged from the motorcycle and popped the rear door, revealing stacks of ice cream boxes.

"Now we're talking!"

A chorus of groans rolled through the hall.

Elfman crossed his arms. "It's not manly to steal, even if it's dessert."

Erza pinched the bridge of her nose. "I understand wanting something sweet after a mission, but this is not the way to get it."

Gajeel waved it off. "Eh, it's just ice cream. Who's gonna care?"

"The store owner, Gajeel," Levy replied.

Lucy sighed. "Stopping a bandit, then stealing snacks is a little hypocritical."

Wendy tried to soften it. "H-he's still a kid. People make mistakes."

"Ben would never truly steal," Juvia said gently. "And if he did, it wouldn't be malicious."

Gray glanced at Ben. "Dude, didn't you learn after what happened with Kevin?"

Ben frowned. "Kinda hurts you'd assume I'd steal."

Erza folded her arms. "How else do we interpret you breaking into a vehicle full of dessert?"

Ben met their eyes. "Just wait and see."


Max and Gwen watched as officers hauled the robber to a squad car. " Look, I'm telling you-that-that motorcycle, it was driving itself," the robber insisted, wild-eyed.

Chuckles echoed throughout the guild.

"No way they're buying that." Jet said.

"I wouldn't either if I hadn't seen it myself." Droy added.

"Where's Ben?" Max asked Gwen.

Gwen clocked a detail. "Long chase, hot day, I'm thinking...?" she said, gesturing toward the ice cream truck parked behind them.

Max swung open the rear doors. Inside, a shivering Ben huddled with a half-bitten popsicle.

"You okay?" he asked.

Ben's nose dripped; he sneezed and wiped it. "I'll, uh, take that as a 'no'," he said.

The guild collectively winced.

"Yikes. Walking frostbite." Cana remarked.

"You don't look good at all," Wendy said to Ben.

"I felt worse than I looked," he replied.

"How much ice cream did you eat?" Natsu asked, curious.

Ben rubbed his neck. "Lost count after, like, my tenth chocolate bar."

Gray smirked. "Gotta give you props for powering through the cold and the brain freeze."

Wendy tilted her head, puzzled. "But just being cold doesn't make you sick that fast. Were you not feeling good that day?"

The Omnitrix bearer shook his head. "Nope. Was already feeling kinda off that morning."

Erza folded her arms. "Then you compounded it with poor choices."

Carla scoffed, crossing her paws. "Seems you got your just desserts for stealing."

Lucy sighed. "Poetic justice."

Ben wanted to snap back but remained silent.

Max steadied Young Ben as he climbed down from the truck, then fixed him with a stern look. "But don't think you're not in trouble for taking that ice cream. You know better than that, Ben."

"I didn't steal it, Grandpa." Ben pointed to a neat stack of bills resting atop an unopened ice cream box.

"Hold on, where'd you get all the money for that?" Gwen asked.

"Odd jobs with my aliens, dweeb." He then sneezed into his hand. "How else do you expect me to survive grandpa's cooking?" [1]

A beat of silence filled the building, then several guilty looks.

Gray rubbed the back of his neck, turning to face Ben. "Oof! My bad, man. I jumped the gun."

Erza bowed her head, ashamed. "I'm sorry, Ben. I misjudged you."

Carla inclined her head. "…Seems I spoke too soon."

Elfman winced. "S-Sorry. That was unmanly to assume."

Lucy lowered her head. "Y-yeah… Should've known better."

Juvia brightened, clasping her hands. "Juvia knew her knight would not steal."

Makarov nodded. "Taking responsibility and paying properly. Well done."

Wendy smiled with relief. "That's good." She looked up at Ben happily. "I'm glad you didn't actually steal anything."

"Hey, I'm not perfect. But I'm no thief." Ben gave her a thumbs-up.

Cana chuckled. "Says a lot about Max's cooking if the kid's gotta take side gigs just to eat."

"Aye, Natsu and I can relate. Most of our money goes to food…or paying for all the damage he causes." Happy said.

"Hey!" Natsu exclaimed, irked. "You make it sound like all I do is destroy stuff!"

"Well, if the shoe fits," Lucy remarked dryly.

Erza stood up and approached Ben, resolute. "Again, I am sorry Ben. If you feel slighted, you may strike me for doubting you."

Ben sweat-dropped. "Uh, not necessary. I forgive you."

"Smart," the guild said simultaneously.


The scene shifted to the inside of the Rust Bucket. There, Ben lay on the bed while Max slipped a thermometer from his mouth. "Well, 101. Sorry, Ben, it's official. You have a summer cold."

Many in the guild winced.

"Summer colds are the worst…" Lucy said.

Natsu shrugged. "I've never gotten a cold."

"Really?" Lucy blinked, mildly surprised. "Never?"

Gajeel grunted. "Same here."

Ben turned to Wendy, curious. "How about you, Wendy?"

She shook her head. "No, thankfully not."

Carla folded her arms. "Dragon Slayer physiology likely allows them to resist general illnesses."

Happy pointed at Natsu. "Aye, but it doesn't help Natsu with motion sickness."

Natsu pouted, looking away. "Don't have to remind me…"

"Guess there are tradeoffs with every power," Ben smirked.

Gajeel went silent. There was no way he could let anyone find out he suffered from motion sickness too. He'd never hear the end of it.

"Maybe from now on you'll think twice before having snack time inside an ice cream truck!" Gwen mocked.

Lucy frowned. "A little harsh when he's feeling down."

Juvia nodded, protective. "Please be gentle, Gwen. He is unwell."

Cana waved it off. "Teasing's how siblings—or cousins—say 'feel better.'"

Mirajane and Elfman nodded in agreement.

Young Ben felt a sneeze winding up and grabbed a blue piece of cloth and used it to rub his nose.

"Hey! That's my new blouse!" Gwen complained.

Ben then sneezed into it again.

Many of the girls grimaced in unison.

"Ugh, so gross," Lucy looked away.

Cana snorted. "Ha! Textbook karma."

Carla pinched the bridge of her nose. "Appalling etiquette."

"Maybe from now on you'll think twice about leaving your new clothes just lying around!" He mocked her, although his voice was rather stuffy.

Several wizards chuckled in agreement.

Gray chuckled. "Talking trash even with a stuffed nose."

"In Ben's defense," Erza said, "there wasn't any tissues available."

Mirajane chimed in. "Right. It is partially Gwen's fault for leaving her blouse lying around him."

Gwen went back to pulling various things out of a box. "Cold tablets, decongestant, cough suppressant, hospital mask..."

Freed nodded with approval. "Gwen is quite prepared and organized."

Elfman crossed his arms. "Eh, it's just a cold. He just needs to man up!"

Ben rolled his eyes silently. He'd let the episode do the talking.

Wendy frowned at Elfman. "Colds can be serious if left untreated, Elfman."

Mirajane nodded. "Better to be safe than sorry."

"I don't need all that junk." He sat up.

She snapped. "They're not for you, dweeb! They're for me! Once a bug like that gets out, there's no stopping it!"

Several wizards couldn't help but chuckle.

"Translation: keep your germs to yourself." Lucy grinned.

Cana laughed. "Got the self-care queen here."

Levy sheepishly smiled. "That is consistent. If it's nothing serious, Gwen isn't going to go out of her way to help him."

"Why don't you just lock me away in some closet somewhere until I'm better?" Ben dryly suggested.

Gwen gasped. "Can we, Grandpa? Pretty please?!" she pleaded, half-teasing, half-hopeful for containment.

Lucy sighed. "Ben in a closet is harsh… but catching the same bug helps no one."

Mirajane smiled sympathetically. "It's too bad. Isolating Ben would be better to keep Max and Gwen from getting sick too."

"Uh, is there even a closet in that RV?" Gray deadpanned.

"Aye. They don't have much space in there." Happy added.

Cana swirled her drink. "Eh, just open a window and drink lots of fluids."

Wendy frowned. "I wish I could've been there to use my Healing Magic."

Juvia clasped her hands. "Juvia would make homemade soup and tend to his needs."

Ben blushed, murmuring, "Uh, good to know next time I get sick."

"All Ben needs is a dose of my famous San Ju Yen Pien cold remedy. Let's go, Chinatown's just down the block." Max stepped toward the door, motioning for the kids to follow.

Question marks appeared over many heads.

Levy tilted her head. "Chinatown?"

"What's that?" Happy asked.

"Short answer: most big cities in my country have a district where Chinese immigrants settled: shops, markets, restaurants, herbalists. It's vibrant, crowded, and smells amazing."

Lucy smiled. "So, it's a district filled with specialty shops. That sounds nice."

Wendy blinked. "What's San Ju Yen Pien?"

Ben shrugged. "Honestly? Couldn't tell you. Grandpa swears by it though."

Gray side-eyed him. "So a mystery medicine. Great…"

Natsu leaned in. "Does it taste good?"

Ben gave him a look. "You've seen Grandpa Max's cooking on-screen, Natsu. You already know the answer."

"Aye, that's a big fat NO!" Happy laughed.


In Chinatown, a parade wound through the street, crowds lining the sidewalks as a red dragon puppet undulated past and costumed performers marched in rhythm.

Many wizards liked the look of the on-screen parade.

Wendy brightened. "It's so colorful!"

Cana smiled. "Kinda reminds me of Magnolia's Harvest Festival… Well, minus all the spell-slinging."

Erza nodded. "I must say the atmosphere looks quite appealing."

"Aye! It looks like they got there just in time for the parade," Happy said.

Lucy added, "Actually, since it is a specialty district, they probably have festivals like that often to draw in tourists and support the local shops."

On-screen, Max and the kids exited a drugstore with a green jar. "You know, it's so hard to find fresh potikadon root anymore. It's all freeze-dried nowadays." the eldest Tennyson commented.

Many in the building blinked in confusion.

"Potikadon root?" Wendy repeated, then turning to Ben. "What is that?"

Ben shrugged. "It's some kind of rare root from China, a country from my world. Couldn't tell you much about it."

"I can understand Max's frustration," Mira said. "If he's making a remedy, fresh potency would matter."

Young Ben coughed, voice rough. "Can I get a milkshake or something? Ugh, my throat is killing me!" he complained.

Carla folded her arms. "A milkshake will do you little good while fighting an illness."

Levy nodded, adding, "Yeah, tea with honey would be better."

Max held up a jar. "Don't worry. The stinkweed honey in the San Ju Yen Pien coats your entire esophageal area."

Happy tilted his head. "Stinkweed honey?"

Wendy grimaced. "That… doesn't sound good."

Gray snorted. "If it has 'stink' in the name, pass."

Max handed Ben the jar. Ben twisted the lid, took a cautious sniff, and then immediately recoiled. "UGH!" he gagged, clamping the lid shut. "And that's a good thing...?"

A wave of winces rippled through the guild.

Cana fanned her face. "I think I could smell that from here."

Natsu and Gajeel both grimaced in sympathy.

"If stuffy-nose Tennyson can smell it, that's weapon-grade," Gajeel muttered.

Lucy half-laughed. "So the worse it tastes, the more confident Grandpa Max is in it."

"So, where exactly did you learn how to make this stuff, Grandpa?" Gwen asked.

"I picked it up from a monk in Guangdong, China," Max explained.

Gwen crossed her arms, unconvinced.

"They have plumbing in China, too, you know!" Max argued.

No one in the guild was convinced either.

Cana snorted. "Plumbing monks, huh. Sure."

Gray side-eyed the screen. "He did not learn all that from fixing pipes."

Erza folded her arms. "Max possesses combat and technical expertise inconsistent with a civilian. He's clearly hiding something."

Natsu turned to Ben, half-annoyed. "Can't you just tell us what's the deal with your grandpa already?"

Ben smirked smugly. "No way. You'll find out the same way I had to."

Juvia sighed. "Juvia is just happy that Max is using his knowledge to protect Ben and Gwen. So, she will tolerate the suspense."

A councilwoman stepped up to a podium at the plaza's center. "Ladies and gentlemen, I want to thank all of you for your support of my downtown redevelopment program. It's truly a dream come true!"

Levy nodded. "So this is Liang."

Erza folded her arms. "Which makes her a likely target."

Gajeel grunted. "Clancy's showing up any second."

A wasp settled on the microphone grille. More drifted over the crowd, their buzzing growing louder.

The Iron Dragon Slayer smirked. "Called it."

Within moments, the air thickened with hundreds—then thousands—of insects. Panic rippled through the audience.

The guild looked on in surprise at the swarm filling the air.

Lucy shivered. "That is nightmare fuel."

Cana winced. "Whole sky's crawling."

Liang glanced up to see Clancy looming above on a hovering "raft" woven from living bugs.

Wendy hugged herself. "He's… riding them?"

Levy stared, dumbfounded. "T-That shouldn't be possible! Insects, even a swarm of them, aren't that strong!"

Erza's gaze sharpened. "These are clearly no ordinary insects. They must be enhanced or empowered by Clancy's mutation."

"Eh, who cares?" Natsu cracked his knuckles. "Still just bugs. As soon as Ben goes Heatblast, it's over."

"Aye!" Happy agreed. "One blast of fire and they're toast!"

"Better make that a nightmare, councilwoman!" he declared as his eyes glowed, unleashing a black cloud into the crowd.

"Wasps!" Gwen exclaimed in horror. The stinging swarm broke over the plaza; people scattered, some dropping their ice cream, another tripping into stacked boxes, others flattening to the pavement as the insects buzzed inches above them.

Many mages grimaced from the scene, some even shivering in fear.

Natsu, however, scoffed. "C'mon! They're all overreacting."

Lucy shot him a look. "Not everyone can breathe fire and scare them off."

Wendy held up a finger. "Even if you're not allergic, stings hurt. And if they hit near the mouth or throat, swelling can block make it harder to breathe."

Mirajane nodded seriously. "And these clearly aren't ordinary bugs. They're enhanced. Who knows how much stronger their venom could be…"

Erza added, her tone cool. "Multiply all that with their panic, and the situation becomes even more dire."

Ms. Liang looked up at Clancy. "You're NOT tearing down our apartment building. We won't let you!"

"You're the nutjob who wouldn't leave!" the councilwoman realized.

"Nice to know we've made an impression," Clancy mocked, eyes glowing again.

Instantly, thousands of insects surged over Liang from calves to collar, cocooning and lifting her toward him.

A ripple of shivers passed through the guild.

Wendy whispered, "That's so scary."

"This is something out of a nightmare," Lucy shivered.

"What are you doing?" she asked fearfully.

"Just bringing you home for dinner... You're the MAIN COURSE!" the entomopath declared, Liang's eyes widening in horror.

A wave of horror rippled through the hall.

Lucy gasped. "He's not… Is he really gonna eat her?!"

Gajeel's voice went flat. "More like feed her to his bugs."

Wendy paled. "That's… not any better."

"Little Ben needs to stop this guy already!" Natsu shouted.

"But he's sick though, Natsu." Happy pointed out.

"He's just gotta tough it out!" Elfman exclaimed. "A real man's not gonna let a little cold keep him from saving people!"

"Yeah, but… How is his cold going to affect his aliens?" Levy's eyes widened a bit. Hold on, the episode title. Could that mean—

As if he heard Elfman through time-and-space, Young Ben wiped the snot off his nose and activated the Omnitrix. "This looks like a job for…Ah, ah, ah—" he began, a sneeze building. He still slammed the dial, transforming into Wildmutt in an emerald flash.

However, something was wrong: instead of the usual vibrant orange, his fur was washed-out; his lips and claws had gone a sickly green; and, most glaring, thick mucus clogged the nostril gills along his neck. Wildmutt tried to unleash his trademark roar—what came out was a ragged sneeze tangled with coughs, as if a full-throated bellow was too much for his inflamed airways.

The guild looked on with mixtures of confusion and concern.

"Whoa…" Wakaba exhaled a puff of smoke. "Something ain't right about Wildmutt."

Macao squinted. "No kidding. He looks awful."

Levy's eyes widened. "Color desaturation, compromised gills, and respiratory distress…"

Wendy covered her mouth. "He's as sick as Ben!"

Cana snapped her fingers. "So now we know the meaning behind the title."

Wildmutt lifted his snout, trying to read the world in scent—only to find… nothing. In his mind's eye, everything was just black with drifting green spots.

He scratched his chin, confused, then decided to roll with it and sprint straight ahead. He immediately crashed through a market stall. Shaking off the daze, he tried again, plowing into a newspaper box. Up once more, another attempt—another stall—Wildmutt growled and coughed in frustration while Gwen and Max watched, baffled, as he careened off again.

"Has Ben gone rabid or what?" Gwen asked.

"Ben's cold must be affecting Wildmutt's sense of smell! With his schnoz clogged, he can't tell where he's going!" Max realized.

Lucy winced. "So Wildmutt's actually blind like this?"

Erza nodded, tense. "If scent is his primary sense—and it's compromised—navigation becomes impossible."

Gray rubbed his temple. "That means he's only got his hearing to rely on."

Levy was confused. "But shouldn't the Omnitrix block sickness when he transforms? How can a human illness carry over to an alien species?"

Ben shook his head. "Old Omnitrix bug, no pun intended. If I caught a cold, it mapped to the alien form as an equivalent issue."

Juvia clasped her hands. "Poor Ben… Juvia would help if she could."

Wendy nodded earnestly. "If I were there, I could try Healing Magic on Wildmutt to clear his airways at least." She then lowered her head. "Although, would my magic work on an alien?"

"OK, furball!" Gwen declared, vaulting onto Wildmutt's back. "I'm driving!" She gripped a couple of his thick back hairs and fought to stay seated.

"Go left!" she ordered. Wildmutt immediately spun in place. "No... your other left!" she corrected. He roared and bolted in a new direction.

Several wizards winced.

"I don't think guiding a blind Wildmutt like that is gonna work, Gwen," Levy noted.

Gray arched a brow. "Did she hit her head? He did go left."

"Likely a simple mistake under pressure." Erza offered.

Gajeel smirked. "Or the brat's just complaining to complain."

Gwen managed to steer him around a cluster of frightened pedestrians. But she was squinting, clearly struggling to keep her own eyes open. When she forced them wide, she realized they were barreling into a tent stacked with boxes—she gasped.

Wildmutt clipped the stack and charged on, bucking her off into the pile. Another box toppled, pinning her. The crates were full of fireworks; several spilled out around her.

The guild became concerned.

"I don't like where this is going…" Gray frowned.

"As long as there isn't a spark nearby, it should be fine." Natsu shrugged.

Lucy tensed. "Don't speak it into existence…"

In the swarm overhead, a stray wasp sliced through a string of lanterns. One lantern broke loose, rolled madly, and caught fire. It bumped a banner right in front of Gwen—the fabric flashed alight, flames climbing as she thrashed in the boxes.

"HELP!" she cried out.

A collective gasp swept the hall.

"Oh no!" Wendy covered her mouth. "She's trapped!"

Cana grimaced. "This went from 'gross' to 'life-threatening' in two seconds."

Gray shot a glare at Natsu. "Way to jinx it, flame-brain."

"Hey!" Natsu snapped back. "Me saying it or not saying it wouldn't change anything, jerk!"

"He's not wrong." Macao defended. "This is a clip from Ben's past, after all."

Erza narrowed her gaze. "Wildmutt can't help. Someone else has to rescue her."

Juvia's hands balled, eyes fierce. "Juvia would douse the flames in a heartbeat if she were there."

"Only the old man can save her now," Gajeel noted, crossing his arms.

The flames licked toward Gwen; a spark skittered along a fuse leading straight to a nearby crate of fireworks. Max sprinted in pushing a cart piled high with steaming soup dumplings and heaved the entire load over Gwen and the boxes, smothering the fire.

A collective breath of relief swept the hall.

Elfman pumped a fist. "Manly save, Grandpa Max!"

"Aye!" Happy chirped. "That's one way to put out a fire."

Makarov exhaled. "Fast thinking, Max."

"Phew. Thanks, Grandpa!" Gwen said gratefully.

"Just hope you don't mind smelling like chicken dumplings." Max quipped.

Natsu grinned. "I wouldn't mind."

Lucy deadpanned. "Smelling like dumplings beats getting blown up."

Gray smirked. "New perfume: Eau de Takeout."

Meanwhile, Wildmutt staggered past with a trash can stuck over his head, blundering into another obstacle. Max and Gwen exchanged a look.

Several wizards couldn't help but giggle at the scene.

Juvia leaned forward. "They should help Ben."

Erza shook her head slightly. "I understand wanting to help but intervening while he's charging blindly could risk injury."

Levy added, "Yeah. Best option is to wait for the Omnitrix to time out."


Back in the Rust Bucket, Ben looked even worse for wear—bruised from all the Wildmutt collisions. "Ouch! Oh man, just when I thought it couldn't get any worse!" he complained.

"Here, this will help," Max said, handing over a jar of green stuff: San Ju Yen Pien.

Ben sniffed it. "Ugh! Yuck!" he gagged.

"Don't worry, it smells worse than it tastes!" Max assured him, then wavered. "Or is that the other way around...?"

The guild groaned in unison, sympathy rippling through the hall.

Cana squinted at the jar. "You could see fumes coming out of the jar."

Wendy blinked, curious. "I wonder what Grandpa Max's remedy is?"

Levy glanced at her notes. "Well, so far, we know San Ju Yen Pien has stinkweed honey as the base mixed with Potikadon root. There's not telling what other extras Max added."

Lucy shuddered. "Knowing Ben's grandpa, it can't be good."

Carla primly stated, "It's medicine, not dessert. It's meant to help you recover."

Gray deadpanned. "Either way, it's gonna suck."

"Trust me," Ben sighed, "be fortunate you guys will never have to eat it. That stuff could peel paint off walls."

Unbeknownst to the guild, the spell captured Ben's reply and queued it to present during a later intermission.

Max's expression turned serious. "It's not just you I'm worried about. Seems like your bug has spread to all your aliens as well. No telling how it'll affect them." The eldest Tennyson told him.

Mirajane frowned in concern. "Max is right. It could be too risky for him to keep transforming."

Elfman folded his arms. "The kid's got no choice with that bug-man on the loose."

Macao added. "And he captured that councilwoman to boot."

Wakaba exhaled through his pipe. "Yep. It sucks, but he's just gotta tough it out."

Ben, resigned, eyed the jar and took a swig—then instantly cringed. "That was so grim..." he groaned in disgust.

"Heh, don't worry. After ten or so doses, you'll start to get used to it." Max assured him again.

Exclamation marks appeared over many heads. Ten doses?!

Lucy shivered. "I'll stick to broth and soup."

Cana raised her mug. "Liquor for me."

Gray side-eyed her. "How is that different from any day?"

Cana winked. "It's medicinal now."

"Ugh... I don't know what's worse, the cold or the cure!" Ben complained.

"The cure," nearly everyone agreed.

Carla even conceded. "For once, unanimous."

Across the table, Gwen tapped furiously on her laptop. "Got it!" Gwen declared. "'Bug guy' said something about knocking down his apartment building. Well, the only apartment downtown left for demolition is at 8610 Chester Street!"

Lucy sighed. "I really am jealous of the internet in Ben's world."

Levy nodded. "It certainly makes investigations a lot simpler. Having a treasure trove of knowledge at your fingertips…" She exhaled, envious of the technology in Ben's world.

"Good on Gwen." Erza nodded. "Now they have a location to check."

While Max listened, Ben casually slid the San Ju Yen Pien jar into a drawer. "What grandpa doesn't know won't hurt me." He whispered to himself.

That earned some laughter around the building.

Gray smirked. "Can't blame him. I'd do the same."

Gajeel huffed. "If it smells as bad as they're acting, hiding it in a drawer won't get rid of the smell though."


The scene transitioned to Clancy's apartment. There, spiders crept up the folds of Liang's dress, legs whispering over silk. "Please, don't hurt me!" she pleaded, shuddering at the crawl.

Clancy stepped out of the shadows. "Black widows... You shouldn't make any... sudden moves."

Reactions were mixed. Anger at Clancy and a fierce urge to leap through the screen to save Liang, tangled with dread at the spiders swarming her.

Lucy recoiled. "That's nightmare fuel."

Wendy's hands flew to her mouth. "If all of those spiders bite her, it could be really bad!"

Juvia's voice softened. "That poor woman…"

"That damn jerk!" Natsu ignited his fists.

Roaches watched from the baseboards as Clancy continued. "Our grandfather built this building. We grew up here! Just me and my little friends... They are the only ones who understand. And no one is evicting us!" he declared.

Levy hesitated. "I… get not wanting to lose your home, but this isn't the way."

"Being lonely turns ugly fast." Gajeel remarked.

"Hold on… So that's guy been living in a rundown apartment with a bunch of bugs his whole life?" Happy blinked, frowning. "That's…really sad."

"Yeah…" Gray nodded. "Living with only bugs isn't exactly a stable support system."

Natsu's mouth went thin. "I feel for the guy… But he still needs to get his butt kicked."

"Hopefully Ben is able to overcome his cold and do so," Erza said.

"He will. Even as a child, beloved always comes through." Juvia confidently stated.

Wendy nodded in agreement. "Yeah, he does."

Ben rubbed his neck, sheepish. Seriously… between these two bluenettes, I'm either in very good hands or very deep trouble.


The Rust Bucket rolled to a stop beside the tattered, broken building. "Nice place to visit, but I wouldn't want to live here," Gwen quipped.

Several in the guild chuckle, but say nothing.

"Let's all stay together," Max told his grandkids.

They moved down a dim hallway, boards yawning around holes in the crumbling floor. Every step groaned. Max ducked under a fallen beam as spiders skittered along the wood above.

Lucy cringed. "Ugh… why is it always spiders?"

Gray eyed the sagging ceiling. "No wonder it's condemned. That place is one sneeze from collapsing."

Wendy clutched Ben's sleeve. "Even their footsteps sound dangerous."

Cana nodded toward the screen. "Those floors are basically paper."

Erza's tone sharpened. "They just need to proceed carefully."

Gajeel snorted. "Or just take the wall down and start fresh."

Carla sighed. "Let's not emulate the brute's plan."

On-screen, Young Ben drifted a few steps down the hallway to scout ahead while Gwen and Max slipped into a side room.

Max scanned a wall of yellowed clippings—close-up photos of beetles and roaches, headlines circled in red. One bold line read: "BUGS SURVIVE NUCLEAR BLAST."

Question marks appeared over everyone's heads.

Natsu squinted. "What's 'nuclear'? Some kinda spell?"

Levy tilted her head. "I don't think that's magic…"

"It's not." Ben spoke up. "Actually, since this comes up later, I should explain this a little more."

With a thought, the Omnitrix activated and emerald light washed over him. When it faded, a tall, orange, crustacean-like alien stood in his place—six crablike legs braced beneath a broad, split-crested head, paired pincers in lieu of hands. A black-and-silver collar-brace ringed his neck like a respirator, the Omnitrix dial set prominently at the front.

"Brainstorm!" He announced.

The episode froze on the lacrima screens, confusion rippling through the hall, then all eyes snapped to Ben as green light washed over him.

"Ahem. Attention, fellow Fairy Tail members!" Brainstorm lifted his claws, voice rich and imperious. "Brainstorm shall elucidate on the subject of atomic power with unparalleled brevity."

"Who with the what now?" Natsu blinked.

Lucy sighed. "He's going to explain what 'nuclear' means."

"Then why didn't he just say so?"

"He did," Levy said, then winced. "Well… in his own way."

"Aye. I think Ben's brain-crab likes the sound of his own voice," Happy chimed, earning some chuckles of agreement.

"Silence, if you would!" Brainstorm declared, tiny arcs crackling from his cranial crest.

The guild hushed. He inclined his crown. "Exemplary. Miss Mirajane, if you would be so gracious as to procure me a Light Pen."

"Oh, of course." Heading to the front desk, she brought Brainstorm what looked like a normal-looking pen. The distinctive difference was the glowing nib of light. "Here you go."

"Thank you, my dear." Brainstorm accepted with ceremonial care.

Juvia frowned, her aura becoming darker and jealous. "Don't get any ideas," she murmured.

"Now, before 'nuclear,' we must meet its parent: the atom." Brainstorm then began to sketch in midair with yellow light.

"Behold: an atom." A bright circle flared. He dotted a tight cluster at center. "Nucleus—protons, positively charged, and neutrons, neutral." He traced tiny orbits. "Electrons, negative, dwelling in surrounding regions. Most of matter is empty space, yet the nucleus contains nearly all the mass. All matter in the universe is composed of atoms, living or nonliving."

He traced Uranium-235 in light beside a large nucleus. "Certain heavy nuclei are, how shall we say, precariously arranged. When such a nucleus splits, this is fission." He sliced the glowing nucleus into two smaller ones with a spray of points. "This yields fragments, free neutrons, and energy as heat and radiation." He underlined radiation. "That term encompasses fast particles and high-energy light."

Some wizards tracked the explanation; others looked utterly lost.

"Quite fascinating," Freed murmured, nodding.

"I wonder if an element like uranium exists on Earthland," Levy whispered to herself.

Makarov hummed thoughtfully. "An interesting way to produce power… Splitting the very building blocks of the universe."

Wendy blinked, dumbfounded. "This stuff… looks really hard."

Juvia sighed dreamily. "Brainstorm is sooo smart. Please, continue, darling. Even if Juvia doesn't understand…"

Carla side-eyed her. "Compose yourself."

Lucy pointed at the hovering diagram. "So you're saying this element—uranium—can break down, and when it does, it produces heat?"

"Precisely! Now, what is this heat used for, pray tell? To boil water." Brainstorm sketched a steaming pot feeding a turbine. "In a reactor, we shepherd the chain reaction—steady, moderated—so that the steam spins turbines and generates power to light cities."

Freed squinted at a second sketch, where he drew an uncontrolled chain of multiplying neutrons. "And that one?"

"An uncontrolled chain reaction," Brainstorm said, the light drawing blossoming blindingly.

"A bomb. Catastrophic release on a city scale." The glowing diagram collapsed to embers. "Those not killed by the blast may suffer radiation sickness, which in many cases is fatal."

A hush fell.

Wendy whispered, "That's… terrifying."

Erza's gaze hardened. "A superweapon. It reminds me of Etherion..."

Gray folded his arms. "So the headline means roaches can live through that?"

Brainstorm clicked his pincers. "Nuance, if you please." He drew a little cockroach with a tiny shield. "Cockroaches are more resistant to radiation than humans. Slower cell division, certain repair pathways…but not invincible. The blast's heat and shock would most assuredly obliterate them. In the longer, lower-dose fallout, some species might endure levels that would sicken or kill humans."

Levy studied the floating clippings Brainstorm copied in light. "Then why would Clancy collect 'bugs survive nuclear fallout' articles?"

"Why indeed? The answer shall be revealed in due time," Brainstorm intoned. "Now, are there inquiries before we proceed with this review of my adventurous, yet beleaguered past?"

Natsu scratched his head. "Still don't get it."

"Aye… I'm a wizard, not some fizzy-ist."

"Physicist, Happy." Lucy corrected.

Brainstorm exhaled, long-suffering. "Very well, a distillation for the Fire Dragon Slayer and blue exotic feline. Envision a giant kettle, my simpleton friends." He proceeded to draw a kettle in the air. "Inside are special tiny stones that, when split, make heat. If you split them slowly and neatly, the kettle boils, steam turns a wheel, and you get power for a city. If you split too many at once, the kettle blows to pieces, boom, and you get a weapon. Controlled heat: power plant. Uncontrolled blast: bomb. Comprehensible?"

Natsu's eyes widened in understanding. "Yeah, I think I get it."

"Aye. Why didn't you just say that?" Happy asked.

Brainstorm sighed, rolling his eyes. "Because compressing a universe of nuance into a soup metaphor causes me physical pain, and I am tragically burdened with precision." He flicked the Light Pen back to Mirajane; the glowing diagrams dimmed and faded. "With that, pedagogical interlude concluded."

In a green flash, Brainstorm transformed back to Ben and the runes released the pause, allowing the episode to resume.

"They've gotta be here somewhere." Max said.

Gwen knelt beside a sprawling, tangled nest that filled half the room; spiders and flies chittered as she leaned closer. "Something tells me we're getting close..." she said nervously.

Many wizards, the women especially, shuddered at the disgusting sight.

They both paused. "Where's Ben?" Max asked.

As they moved toward the doorway, a massive shadow filled it: four eyes and twitching antennae. "MEGA BUG!" Gwen screamed.

The shape stepped into the light. It was Four Arms, waggling his fingers like antennae.

There was a mixture of groans and laughs.

Natsu burst out laughing. "Okay, that was good!"

Happy flapped in a circle. "Aye! Mega-prank!"

Erza folded her arms. "Amusing or not, the timing is poor."

Lucy sighed. "Yeah, not exactly the place for jump scares."

Gray smirked despite himself. "Gotta admit, I'd have yelled too."

"Ha-ha, real funny!" Gwen snapped.

"I thought so." Four Arms said with a smirk.

Wendy looked worried. "Should Ben really be there while he's sick? He should stay in bed and rest."

"Ideally, yes." Makarov shook his head. "But while Gwen and Max are capable, swarms of empowered insects are not their specialty; especially since Young Gwen has yet to learn magic. Young Ben must pace himself."

Cana tipped her mug. "Maybe save the jokes for after the bug boss."

Elfman scratched his cheek, then looked at Ben across the room. "Hey, about earlier. Respect, man. Fighting while sick? That's manly."

Ben chuckled, waving him off. "No hard feelings."

On-screen, a sudden noise echoed through the apartment building. "Help!" Liang called out.

"That came from right above us!" Max realized.

"I'm on it!" Four Arms declared, bursting through the doorframe and sweeping Gwen and Max up with his lower arms. As he moved, Gwen's eyes caught on his underarms—angry pink hives clustered there. A sour stench rolled out; Gwen pinched her nose and fanned the air. Max did the same. Even Four Arms sniffed himself, wincing.

"It's your hives. The cold must have turned them into puss-filled pockets of—" Max began.

"Pure putridness," Gwen finished, disgust thick in her voice.

"I can't help it. I'm sick!" Four Arms whined.

"You're telling me!" Gwen shot back, still grimacing.

A chorus of gagging swept the hall. Cana slammed her mug down. "Nope! Lost my appetite!"

Lucy clapped a hand over her mouth, turning away. "Ugh! That's burned into my head!" She wailed in despair.

Gray looked away. "I didn't need to see that."

Even Natsu recoiled. "Ugh! That's jus gross… and I've fought in sewers."

Wendy fanned her face, eyes watering. "Those hives look painful…"

Erza clenched her eyes shut, expression crunching up in disgust. "Part of me is relieved that I wasn't there, just to not smell that…"

Juvia looked away, a little green. "Juvia pities Gwen and Grandpa Max… Even Juvia would not want to be held by her beloved when he's in that state."

Regardless, Four Arms vaulted through a ragged hole into the floor above. He set Max and Gwen down. They spotted Liang curled on the boards, spiders still crawling over her dress.

Max hurried toward her, but she shook her head. "Stop!" she whispered. "Black widows!"

"There's gotta be some way to help her!" Gwen insisted.

Four Arms snapped forward with a violent sneeze; a spray of green mucus splattered over Liang.

"EWWWWW!" Nearly every single female member (and some men) grimaced. Anyone who was snacking or drinking immediately stopped, appetites lost. Some even hurled on the floor.

The spiders scattered. She was suddenly, miraculously, clear.

"Oops," Four Arms winced.

"Eugh," Liang groaned, wiping her face. "Thanks."

"Don't mention it," Four Arms replied.

Cana slapped a hand over her mouth. "This has got to be the grossest episode yet…"

Jet keeled out of his seat. "I'm out…" Thud.

Lucy gagged. "I can smell it through the screen."

Mira sighed, already fetching towels. "Everyone who's vomiting, do it away from the rug, please."

Natsu chuckled awkwardly. "Well…at least the spiders are gone?"

"Aye… But what's worse: being covered in spiders of Four Arm's snot?" Happy asked.

Wendy shuddered, turning green. "Both sound awful!"

As Max helped Liang up, Clancy unfolded from the shadowy ceiling beams above. "You are trespassing," he warned, eyes glowing.

A flood of red insects poured in, swelling like a living wave that towered over Four Arms and slammed him backward.

This surprised many wizards.

Gajeel leaned forward. "He just body-checked Four Arms with bugs?"

"How the heck is that possible?" Gray demanded.

"Remember these are not regular pests," Erza pointed out. "They're clearly enhanced."

Natsu snarled. "That coward! He should come down and fight himself!"

"Why would he when he can fight on his terms?" Carla cooly stated.

Clancy sprang to another crossbeam and hissed. "We will rule mankind!" he declared.

The wave of bugs veered toward Max. "Grandpa, look out!" Gwen exclaimed.

Max pivoted aside just before the swarm punched a hole through the rotted boards where he'd stood. A seething ribbon of termites erupted beneath Gwen's boots. "Termites! Ahh!" she cried as the floor vanished under her, leaving her dangling from the jagged edge until Liang lunged and hauled her up.

Lucy stared. "I didn't know termites could be that dangerous."

"You want to be king? Get ready to be crowned!" Four Arms declared.

"Hell yeah!" Natsu pumped a fist. "That's a line!"

Elfman roared, "Manly!"

Gray smirked. "Classic Four Arms swagger."

Carla sighed, exasperated. "Honestly, people here can be so simple minded," she murmured.

Juvia clasped her hands. "Please be careful, beloved."

The Tetramand started charging toward Clancy. However, his eyes lit up and thousands of red bugs swarmed Four Arms' feet and traveled up his legs.

Gajeel scoffed. "Ants on a boulder. Good luck."

Natsu grinned. "He'll stomp 'em."

Elfman folded his arms, confident. "Four Arms' hide is tougher than steel. He probably won't even feel it."

He suddenly started hopping on one foot and scratching his infested leg. "Aaaagh! Ants in my pants!" the Tetramand exclaimed in discomfort and started scratching all over.

Everyone in the guild was stunned.

"Huh?!" Elfman exclaimed, wide-eyed. "What's going on?"

Cana blinked, confused. "Those ants are actually hurting him?"

"I'm calling cap!" Gray exclaimed. "After everything we've seen Four Arms tank, there's no way ants can do that to him."

Erza frowned, unsettled. "Something must be compromising him." Her eyes widened as she turned to Ben nearby. "Your cold?"

Ben nodded. "Yep. The Tetramand equivalent of a cold causes their skin to become way more sensitive—basically human-level."

Levy nodded slowly. "So it's like Wildmutt losing his smell, Four Arms lost his durability."

Gajeel snorted. "Great. Walking fortress, paper-thin armor."

In his hopping and flailing, Four Arms nearly barreled into his grandfather, Max had to dive aside before he was flattened. As Four Arms scratched furiously, his wild swings punched holes through plaster and smashed support beams.

"You're destroying our home!" Clancy snapped.

Natsu jabbed a finger at the screen. "That's your fault, creep! For dumping ants all over him!"

Gray snorted. "Yeah, guess bug-guy didn't plan on Four Arms being willing to wreck the place just to stop itching."

Erza's eyes hardened. "He needs to calm down! The building's integrity is already failing."

One cracked beam gave way, and the ceiling began to crumble. "No!" Clancy exclaimed in horror, eyes glowing with anguish as wasps swarmed from nowhere, forming a buzzing bubble around him.

"The whole place is coming down!" Gwen cried out.

"We have to get out of here!" Liang told them.

"No time!" Max exclaimed.

The entire apartment building collapsed in a roaring cascade, the Tennysons, Liang, and Clancy still inside.

Shocked gasps filled the guild hall.

"Oh no!" Wendy covered her mouth.

"Did they make it out?!" Lucy panicked.

Bisca frowned. "The old man did say there was 'no time'."

Cana gripped her mug. "Tell me there's a pocket of space, something."

Juvia clasped her hands. "Please be safe, Ben darling…"


The scene shifted to the aftermath—a jagged sea of rubble littered with crushed insects. Four Arms heaved a massive slab off his shoulders; beneath his shield of muscle, Max, Gwen, and Councilwoman Liang emerged, shaken but intact.

A collective exhale swept the hall.

Lucy pressed a hand to her chest. "Thank goodness…"

Wendy smiled in relief. "He protected them."

Elfman thumped his fist to his chest. "Four Arms is a real man! Guarding others even while he's sick!"

Gray nodded. "His skin might be sensitive, but the guy's a walking support beam."

"Remember, it was Four Arms fault the building collapsed in the first place." Carla pointed out.

Natsu laughed. "Yeah. But he protected his family and that council lady, so it's fine."

"What about the bug-guy though?" Happy asked.

Four Arms sagged and toppled onto his back with a groan, spent—just as the Omnitrix began to time out. Green light pulsed; Ben popped up, bleary. "Ugh, it's a good thing I can't feel my head," he groaned.

Cana snorted, laughing. "That's one way to measure pain."

Juvia's expression softened. "Rest, Ben darling… you've earned it."

Wendy leaned forward. "He still looks feverish. He should really hydrate."

As they got up, Clancy rose from a small, shifting mound of insects. He scooped up handfuls, lifeless bodies spilling between his fingers. "No, no, NO!" he cried, anguish tearing through his voice for his fallen "friends."

Several members couldn't help feeling a pang of pity for Clancy.

"Guy's not taking it well," Droy muttered.

"To be fair, he lost his home and all his pets," Jet said.

"His friends," Natsu corrected.

Lucy sighed. "Losing your home and the only companions you trusted… that would break anyone."

Wendy's brow pinched. "That's… really sad."

Juvia's voice softened. "Juvia pities him, even if he has done terrible things."

Makarov's tone turned grave. "Feeling sympathy for an enemy isn't weakness, children. But it does not mean you go easy—especially when they have nothing left to lose, as Clancy does."

On cue, his grief hardened to fury. "...You will all be sorry. We will exterminate the entire city!" He declared, as clouds of wasps poured from every corner of the sky, converging and dropping in a spinning column that lifted Clancy and swept him away.

Makarov's mouth set. "As I feared."

Erza stood, jaw tight. "Annihilating a city is not justice. It is madness."

Cana blinked. "He said exterminate—as in everyone?"

Gray clicked his tongue. "He didn't stutter."

Bisca exhaled. "So now he's going on a mass revenge spree."

"But why?" Wendy asked. "Killing all of those people won't bring his bugs or apartment back?"

"He doesn't care, squirt," Gajeel said. "In Clancy's mind, they took his home and friends—his life—so now he'll take the city's."

Levy hugged her notebook. "Disillusioned and isolated… now augmented by power. That's a disaster recipe."

Natsu cracked his knuckles. "Then that creep needs to be taken down hard!"

"This has been a really weird day..." Liang uttered.

"Welcome to our world." Gwen remarked.

Several wizards giggled.

Cana chuckled. "Yeah, weird is the Tennyson baseline."

Gray smirked. "Join the club."

Lucy nodded. "Feels like our missions."

Natsu grinned. "If it's not weird, it's boring."

Erza folded her arms, amused. "Chaos has a way of finding heroes."

"At least my hives are gone!" Ben declared happily.

"Where'd that smelly four-armed guy go? I wanted to thank him." Liang wondered.

"I'll let him know." Ben assured her.

Wendy giggled. "Secret identity problems."

Levy smiled. "Doing good and hearing people talk about you while you're standing right there."

Gajeel snorted. "Bet it's hard not to wink."

Carla arched a brow. "Discretion is the price of anonymity."

Juvia clasped her hands. "He deserves the thanks… even if she never knows it's him."

Makarov nodded. "Most worthy deeds are done without applause."

"Can you find your way back home?" Max asked. She nodded and walked away.

"So, where do you think 'bug-brain' crawled off to?" Ben asked.

Max paused, eyes tracking the skyline—then fixed on a hulking facility in the distance. A local power plant. "Only one way to exterminate a whole city..."

Not everyone in the guild understood the significance of the power plant.

Gray squinted at the screen. "What's with that place? Big chimneys, lots of pipes…"

Happy tilted his head. "Fish factory?"

Carla sighed. "Unlikely."

Macao scratched his chin. "Mayve another factory of some kind?"

"It's not a factory." Levy spoke up. "I think it's a power plant—a place that supplies energy to the cities in Ben's world. Brainstorm drew a picture that looked like that building."

"But why head there?" Wakaba asked. "Is he planning to take away the power."

Mirajane's smile faded. "If Clancy wants leverage, that's a very public target…"

Jet frowned. "I still don't get the angle."

Droy gestured at the screen. "He's a bug guy. What does a power plant have to do with bugs?"

Lucy's eyes widened as the pieces clicked. "The clippings. 'Bugs survive nuclear blast.' And Brainstorm's lesson on radiation and fallout…"

Freed came to the same conclusion, voice tight. "If he compromises the reactor core, he could trigger a meltdown—causing citywide calamity."

A hush settled over the building.

Wendy pressed a hand to her mouth. "Radiation sickness… Brainstorm said it could be deadly."

Erza slammed her fist onto the bench, splintering it. "Monstrous!"

Evergreen's brow knit. "Could he actually pull that off?"

Lucy grasped for hope. "Maybe he doesn't even know how to cause a meltdown?"

Ben shook his head. "It doesn't take much. Shut down cooling, jam control rods, force the reaction to spike. Even partial damage is bad."

Natsu growled. "Then he's gotta be stopped before he touches anything."

Elfman thumped a fist to his chest. "Protecting a city is manly."

"And all of this while the kid's fighting through a cold," Macao shook his head. "He can't catch a break."

Wakaba exhaled a smoke ring. "Kid should be in bed, not saving a city."

Wendy turned to Ben, curious. "How were you able to overcome all this?"

Ben shrugged, half-smirking. "Simple. When lives are the line, it's Hero Time."

This earned a mixture of groans and chuckles, temporarily alleviating the tension.


The scene transitioned to show the Rust Bucket barreled toward the plant. In the passenger seat, Ben hugged himself, shivering. "Turn on the heat, Grandpa! It's freezing in here!"

"It's already on, Ben. But you're shaking like an earthquake!" Max said, eyes on the road. "Gwen, get him another dose of my San Ju Yen Pien!"

"No-no-no! I mean... I just finished it off! Heh. All gone! I'm sure it's gonna start working ANY MINUTE now!" Ben blurted.

Several mages laughed.

"Can't blame the kid for not wanting to drink any more of that slop." Gajeel grunted.

Cana smirked. "Kid would rather fight a bug swarm sick than swallow the stinkweed honey."

Carla clicked her tongue. "If the remedy helps him recover, he should take it. Taste is irrelevant."

Gray shrugged, countering, "So what? It's not some miraculous drug that'll cure him in time for the fight."

Wendy nodded. "If it helps his fever, maybe it'll help his transformations too."

"Wow, listen to this! Ants can lift 10 times their own body weight, grasshoppers can leap 100 times their length and cockroaches can hold their breath for over an hour!" Gwen read from her laptop.

Gajeel rolled his eyes. "Who the hell cares?"

"We don't need their résumés; we need to know how to squash them!" Ben shot back.

Juvia chuckled. "Seems Younger Ben agrees with you, Gajeel."

Natsu pumped a fist. "Finally! My kind of plan."

Gray smirked. "Crunch first, questions later."

Erza cut in, cool. "You fools. Knowing an enemy's strengths prevents costly mistakes."

"Duh! I'm saying insects are pretty tough little suckers! Short of another ice age or a tanker full of pesticide, looks like holding a 'bug barbecue' is our best option!" Gwen explained.

"And I know just the chef..." Ben grinned, looking at the Omnitrix.

Natsu shot to his feet. "Heatblast time! Roast those bugs!"

Lucy side-eyed him. "You would be excited about a literal bug barbecue."

Gray's brows furrowed. "But the cold… won't that mess with Heatblast too?"

Happy flapped in place. "Maybe not! He's fire, like Natsu. And he doesn't catch colds."

Carla folded her arms. "Correlation is not proof. Different worlds, different rules."

Levy nodded. "Wildmutt's senses failed because the cold mapped onto that form. If the Omnitrix 'translates' ailments, what's the fire-version of a cold?"


They reached the plant and above it, the sky seethed. Thousands, maybe millions of wasps and hornets churned in a dense, angry cloud over the cooling stacks.

Many of the women shuddered at the sight.

Lucy shivered. "So many..."

Wendy hugged her arms. "He can really control all of them?"

Erza's jaw set. "Clancy's range and precision of bugs is formidable. Quite a shame that he's evil."

Inside, the Tennysons moved down an empty corridor. An alarm blared to life and red strobes washed the walls.

"What's happening? I-Is that bad?" Ben asked worriedly.

"No. I'm sure anytime an alarm goes off inside a nuclear plant, it's good news!" Gwen snapped sarcastically.

"Core temperature rising. Approaching critical." the plant intercom announced.

The guild went still, shock tightening every face. The Tennysons were too late—Clancy had already sabotaged the reactor, tipping it toward meltdown.

Levy blanched. "He's actually doing it…"

Gajeel's voice was rough. "Don't act surprised. He told us exactly what he'd do."

Gray swore under his breath. "Still, all this over an apartment and some bugs…?"

Juvia's eyes lowered. "Juvia doesn't agree with him… but she understand the anger. That building and those insects were his only companions. People shunned him—only the bugs stayed."

Wakaba exhaled smoke. "Loneliness can twist a person."

Macao clicked his tongue. "Doesn't give him the right to take a city with him."

Natsu stared at the screen, softer than usual. If Master hadn't found me… if I didn't have Fairy Tail… who would I be? That thought lingered in his mind.

"He must be fooling around with the reactor's controls. Let's go!" Max told them.

They sprinted to the control room and froze. Smoke curled from shattered consoles; arcs of electricity spat from torn wiring across the panels.

Gray stared. "Those panels are definitely cooked."

Levy grimaced. "How are they going to stop it now?"

Wendy whispered, "Can they even breathe in there safely…?"

"Core temperature critical. Meltdown imminent." the intercom blared again.

"All the controls are smashed! We'll have to shut it down manually," Max declared.

"How do we do that?" Ben asked.

Max pointed through the window to the main cylindrical core below. "Just outside the reactor core, there's an emergency override system."

"Let me guess? You learned about nuclear reactors from a monk in China," Gwen questioned, skeptical.

Everyone in the guild agreed with Gwen's skepticism.

Bickslow pointed at Max. "She ain't wrong! How does Grandpa Plumber know all this?"

"How? How? How?" His totems chanted in singalong voices.

Freed raised a brow. "At this point, 'plumber' sounds like a cover story."

Evergreen folded her arms. "So what is he?"

Ben flashed a small, maddening grin. "No spoilers. You'll find out the same way I did."

As Gwen leaned against a control panel, a bug skittered up beside her hand. Clancy strode in to the droning chorus of flies. "Came for a front row seat?" he taunted.

"If this place goes nuclear, you're gonna wind up blowing along with the rest of us!" Ben told him.

"That is true." Makarov nodded. "He is standing in how blast zone. Does he not care if he dies?"

Gajeel scoffed. "Wouldn't put it past him. Guy's already crawling out of his own skin."

Levy added. "Either suicidal… or he believes he's insulated."

"We don't think so." the bug man declared, extending his hands.

Cockroaches spilled from his sleeves and encircled the group, then poured from his pant legs and crawled up his body. Wasps, roaches, and other insects swarmed over his frame and grinning face until he stood encased—an enormous, chittering, bug-packed figure.

"When the reactor goes super critical, we'll be snug as bugs in a rug!" he declared.

A wave of revulsion swept the guild hall, several more hurling their stomach contents onto the floor.

"EEEUGH!" Lucy clapped a hand over her mouth. "That's— I can't—"

Wendy turned green. "I think I'm gonna—"

Mirajane sighed, already fetching a mop. "Anyone who loses lunch helps clean, understood?"

Cana winced. "That's not a suit, that's a nightmare."

Elfman blanched. "That's… not manly. That's maggoty."

Happy hid behind Natsu. "Make it stop."

Levy steadied herself and pushed her glasses up. "It… actually tracks. Brainstorm said cockroaches resist radiation better than humans. He's using them as a makeshift shield—layer upon layer."

Freed added, tight-voiced, "A living ablative armor—disgusting, but conceptually sound."

Lucy whined. "This is gonna haunt my nightmares!"

"So, the guy's gonna wear a bug suit to protect himself from the meltdown?" Ben asked.

Natsu snorted. "That's stupid! No way those bugs can survive an explosion!"

"Remember, Natsu." Erza shot him a look. "These are not 'ordinary' bugs. He's enhancing them beyond natural limits."

"Whatever. So they're a tad tougher than normal." He rolled his shoulders. "Just go Heatblast already and burn them to a crisp!"

Ben stepped forward and popped the Omnitrix, scrolling through silhouettes until he found the one he wanted.

Lucy leaned in. "But if he goes Heatblast while sick… does that dampen his flames?"

Gray smirked. "Or does he sneeze lava?"

Wendy fretted. "Either way, he's still sick. His control might slip."

Erza folded her arms. "That doesn't matter right now. He must stop Clancy and keep that reactor from exploding."

"No pressure." Cana raised her mug. "Maybe not sneeze lava near the reactor."

Ben slammed the Omnitrix core as the transformation began. Instead of the usual bright, molten rock plating, a darker crust crawled over pale green skin up to his shoulders. His shivering worsened as the stone climbed his face and the form snapped into place—only the "flame" wasn't flame at all. Where Heatblast's orange blaze should roar, a cold blue substance threaded through the cracks of his body, and a blue "flame" haloed his head, shedding not light but a curling, chilly mist.

Gwen was the first to stare. "Wait, somethings weird about you," she said, puzzled.

Heatblast waved her off, urgent. "W-We don't have time for you to diss me! You guys shut down the reactor, I'll take care of Bugsy!" He glared at Clancy.

Everyone looked at Heatblast with confusion.

Lucy blinked. "I mean, he looks… normal-ish, except the blue."

Cana squinted. "Blue fire makeover?"

Macao rubbed his chin. "Blue flames are hotter than orange. Maybe the cold gave him a hotter output?"

Freed shook his head slightly. "If he were running significantly hotter, Gwen and Max wouldn't tolerate proximity."

Natsu pumped a fist. "Weird blue fire or not—go get him, Heatblast!"

Happy threw up both paws. "Aye! Toast those roaches!"

Heatblast lunged for Clancy, only for the bug man to sweep a massive arm and swat him midair. The Pyronite smashed through a windowed partition and crumpled into an already-ruined console as sparks skittered across the floor. Clancy advanced, but the impact gave Gwen and Max the opening to bolt from the room toward the reactor chamber.

He spotted their escape and snarled.

"You can't escape us!" Clancy said, pointing toward the exit as a black-yellow torrent of wasps poured past him and out the door to pursue.

Wendy flinched. "That hit looked painful."

Cana shuddered, looking away. "Yeah, the whole-cockroach suit still grosses me out…"

Macao squinted. "Okay, so his flames clearly aren't superheated."

Natsu scowled. "Then crank it up and roast bug-boy already!"

"That's it. Time to turn up the Heatblast around here!" He declared, cupping his hands and throwing them forward, but nothing fired. He sneezed instead… and what came out was a puff of mist.

Everyone blinked in confusion.

"What gives?!" Natsu threw up his hands. "Why hasn't he burned the bug-guy to a crisp yet?!"

Levy tapped her pen. "It must be due to his cold. Maybe his body's not in a state to shoot flames?"

"Isn't that his whole shtick?" Jet asked, concerned.

Gray narrowed his eyes. "That sneeze," he murmured, "that wasn't smoke. That was mist…"

"Hey, what happened? You should be a bunch of briquettes by now..." he questioned, then blinked as the realization hit. "My cold! It froze my flames!" he exclaimed, horrified. He barely had time to register the shock before Clancy stepped in and punched him.

A wave of shock rippled through the guild.

"Heatblast can't use his fire?!" Lucy blurted.

Happy blinked. "How does that even work? He's made of fire!"

"Rocks, actually." Levy corrected. "It's probably the Pyronite version of a cold… or the Omnitrix mapping Ben's illness onto the alien's physiology."

Cana—who hadn't touched her drink in a while thanks to the gross-out scenes—ticked points off on her fingers. "So… Wildmutt goes 'blind,' Four Arms gets hives and hypersensitive skin, and now Heatblast loses flames. That's a big side effect."

Gajeel scowled at the screen. "And bug-boy hits hard enough to cash in."

Wendy fretted. "Without fire, how's he supposed to beat Clancy?"

Gwen and Max sprinted down a narrow service corridor. Max glanced back. "Uh-oh." He turned to Gwen. "Remember the old expression, 'mean as a hornet'?"

Behind them, a cloud of hornets surged around the bend, wings buzzing like saw blades.

"Meltdown in five minutes," the intercom droned.

Jet tensed. "Bad enough they're getting chased by a swarm. They have to deal with a timer too?"

Lucy frowned, unnerved. "Five minutes? Is that enough time?"

Erza's voice went crisp. "It'll have to be. Thousands of lives are at stake."

"If only Juvia were there," the rain woman said. "One wave and those bugs would be gone."

They skidded around a corner and spotted a wall-mounted fire hose, neatly coiled. The hornets bore down; Max spun the valve, and Gwen snatched the nozzle, blasting a high-pressure stream that hammered the insects from the air—dropping the stinging cloud like—well, flies.

A collective breath whooshed out of the guild.

Juvia blinked, then brightened. "A water hose works too."

Wendy smiled at her. "Your idea was right on."

Cana grinned. "That's one way to say 'buzz off.'"

Erza concluded, "One obstacle down. Less than four minutes to go."

"Hopefully Heatblast is faring better," Mirajane said hopefully.

He was not.

Clancy seized Heatblast one-handed and hurled him across the control room. Skidding to his knees, the Pyronite looked up as roach-covered man closed in. "Oh, man," he said, worried, lifting a hand. "Maybe we could talk about this?"

Gajeel snorted. "No chance of that."

Cana added. "Yeah, bug king doesn't strike me as the 'talk it out' type."

A shimmer rippled through the air, waves of ambient heat drew inward toward Heatblast, just like when he'd absorbed the apartment fire. His flames guttered into cold, dark red embers, and frost crackled across his arm. From his outstretched hand, ice jetted forth, flash-freezing Clancy in a gleaming sheath.

"Hey," Heatblast said in amazement.

The guild went silent—then burst into chatter.

Lucy blinked. "Did he just… shoot ice?"

Wendy gasped. "Heatblast can freeze now?"

Natsu recoiled like he'd been slapped. "No, no, no! My favorite alien… using ice?!"

Gray folded his arms, smirking. "Finally, an upgrade I can respect."

Natsu rounded on him. "Take it back, ice princess!"

Gray glared. "Make me, dragon dunce."

Red and blue auras flared as they slammed foreheads.

"Oh, brother…" Lucy face-palmed.

Levy watched, awed. "I see… instead of outputting heat, he's inverting it—pulling in thermal energy, lowering his own emission state, and expelling the deficit as cryogenic output."

A few blank stares.

Gajeel grunted. "In Common, please."

Levy sighed. "He's a heat sink now, not a heat source."

Happy shot up a paw. "So he's not Heatblast—he's Chillblast!"

Ben blinked twice. "Huh… I kinda like it. Not bad, Happy."

Cana laughed. "It's settled. Until his cold's gone, he's Chillblast."

Juvia smiled. "Juvia approves of the temporary name."

Wendy giggled. "It's cute and accurate."

The guild chimed in with approval. Everyone except Natsu, still fuming that his favorite alien was using ice, and Gajeel, who couldn't be bothered.

Max and Gwen burst into the reactor room at a run.

"Core temperature critical. Meltdown in one minute," the intercom blared again, tiny over the cavernous hum.

They stared up at the glowing heart of the plant, where chitinous legs skittered over steel behind them: bugs were crawling up the gantries in a dark tide.

Many in the guild grimaced.

"They really are cutting it close…" Lucy murmured worriedly.

"We can't criticize." Gray pointed out. "Remember Nirvana? How we had to destroy all six lacrimas at once?"

"Yeah, that was pretty intense, but we overcame it and won in the end!" Wendy said happily.

Back in the control room, Chillblast threw out both hands and loosed a clean lance of ice at Clancy. The beam flash-froze Clancy's arm solid; the limb cracked and shattered—only for the mutant to "regrow" it in a crawling wave of insects. Snarling, Clancy lowered his head and charged straight into Chillblast, slamming them both through the window and out into the open chamber below.

Erza's eyes sparked. "Good control. He's adapting to ice quickly."

Makarov nodded, impressed. "Learning on the move. Excellent battlefield composure."

Juvia clasped her hands. "My beloved is remarkable. New form, new power, and he masters it instantly!"

Happy flew toward Gray. "Cheer up, Gray! You can make things with your Ice-Make. Chillblast just shoots ice."

Gray snorted, rolling his eyes. "I'm not jealous, furball."

Inside the control room, Max worked the emergency override panel with quick, steady hands while Gwen, sweating, swept frantically at a surging carpet of insects. "Grandpa, I can't hold these bugs off much longer!" she called.

Gajeel snorted. "A broom? Seriously?"

"To be fair, they don't have anything else to fight an insect swarm." Levy defended.

"Meltdown in 30 seconds," the intercom warned again.

Lucy blanched. "Thirty seconds?!"

"They're cutting it close…" Erza sounded worried.

The swarm halted in an instant as razor-cold frost burst through them. Chillblast froze the insects midair, then surfed the icicle end of his own projectile down to the floor. "Somebody call…for a hero?" he asked, a bit weakly.

Juvia clasped her hands. "Hero, indeed…"

Natsu scowled, then relented. "Okay… that was cool. Still hate seeing Heatblast use ice."

Gray smirked. "Finally, an alien with taste."

"You better watch it!" Natsu warned.

"I don't get it. Since when are you an automatic ice cube maker?" Gwen questioned.

"Heheh. I guess for some aliens, 'getting a cold' isn't just an expression." The mutated Pyronite explained.

"I can't override! All the manual controls have overheated!" Max cried out.

Clancy got to his feet and began a headlong charge at Chillblast. "Ben, look out!" Max warned his grandson.

Gray leaned forward. "Come on, Chillblast. Just drop that guy already."

Happy tilted his head. "What would you do, Gray?"

Gray didn't blink. "Freeze him solid, duh."

Chillblast cupped his hands and charged an ice blast. He then whipped around and fired it, completely engulfing Clancy and freezing his bug suit in a block of ice.

The guild broke into applause.

Happy beamed. "Looks like you and Chillblast are on the same wavelength, Gray!"

Natsu groaned. "Booo, ice."

Gray smirked. "If it works, it works, matchstick."

Wendy exhaled. "At least he's contained."

Erza's tone cut through the cheers. "It's not over yet. The reactor is still melting down."

Just as Titania pointed out, the intercom started counting down. "Core meltdown in ten…"

Wendy clutched Ben's sleeve. "Ten seconds?! Is that enough time!"

"Could ice even stop this?" Levy asked.

Gray's eyes stayed on the screen. "Depends how cold he can push it…and hold it."

Juvia swallowed, whispering, "Come on, beloved… You can do it."

"Stand clear, I've got an idea!" Chillblast declared.

"Nine. Eight." The intercom continued counting down.

Chillblast started absorbing the massive amounts of heat from the reactor, the dark red flames on his body growing to twice the size they normally were on a healthy Chillblast. And with that, he began firing ice into the reactor core.

"Seven. Six. Five. Four."

The guild collectively clenched their fists and jaws, anxiety mounting with every passing second.

Cana wiped at her brow. "I'm sweating and I'm not even in the room."

"No kidding." Macao agreed, sweating. "Is it too late to stop?"

"C'mon Ben…" Wendy silently prayed.

Steam started coming out of the reactor. Gwen and Max were slack jawed as ice surrounded the core.

"Three. Two…" The automated voice went on.

Chillblast was determined though.

Then, after what seemed like an eternity…

"…Core temperature falling." The intercom announced.

Chillblast then collapsed, but the job was done. The entire core was covered in ice. "Returning to below critical limits." The voice announced one last time.

The hall erupted.

Wendy cheered, hands to her mouth. "He did it!"

Makarov smiled wide. "Well done, boy."

Levy exhaled. "Core below critical. That phrase never sounded so good."

Juvia clasped her hands. "My beloved saved everyone." She smiled. "As expected."

Natsu crossed his arms, trying not to grin. "Tch. I still like regular Heatblast better."

Gray smirked. "Because he matches your brain temperature?"

Natsu bristled. "Say that again, stripper."

Gray stepped up. "Gladly, charcoal breath."

They lunged and brawled, a cloud of punches and dust forming around them

"Gee, who could've seen that coming," Lucy sighed dryly.

"Aye. But that is Natsu and Gray, for yah." Happy commented.

"All right!" Gwen cheered.

"Way to go, Ben!" Max praised his grandson.

"Thanks, heheh. Now, can we please get some hot chocolate or something?" Chillblast requested.

Cana chuckled. "Yeah, the kid's definitely earned it."

"Juvia would've loved to make him some if she were there."

Wendy brightened. "I could actually go for hot chocolate, too."

Mirajane smiled. "We can whip some up after the episode… right after everyone helps clean the," she glanced at the floor, "vomit."

A chorus of grimaces followed but nods too; the mess had to be dealt with.


The Rust Bucket rumbled onto the open road, leaving the power plant behind. Ben stretched out in the back, eyes finally at ease. "Bad guy's on ice, the reactor's chillin' and I think—" He drew a deep breath. "That that steam knocked out the last of my cold!" He sighed in content.

Lucy blinked. "Wait, he's cured already? That was fast."

Wendy nodded, impressed. "My Healing Magic can shorten a cold, but not usually in just hours."

Juvia clasped her hands, beaming. "Juvia is simply happy Ben darling is healthy again."

Gray scratched his cheek. "What, some steam sauna miracle?"

Levy tapped her pen. "Or it could be that his alien forms have stronger immune responses. Cycling through them could've accelerated recovery."

Freed added, "Enhanced metabolism and elevated temperatures might have inhibited the virus."

Ben shrugged with a wry smile. "Sure, let's go with that."

Erza considered it. "Practical or not, the outcome is welcome."

"Don't you just love it when everything works out?" Max said happily.

As Gwen got a milk carton out of the fridge, she spotted a cockroach by her foot.

She raised her heel to crush it. "Sorry, Mr. Roach. This is going to hurt you a lot more than it's going to hurt me! Ugh!" She told the roach in disgust.

Lucy groaned, head in her hands. "Can we please be done with the bugs?"

Erza's eyes widened slightly as a frightening possibility entered her head. "No… it couldn't be…" Her voice dropped.

But suddenly, thousands of bugs poured through the Rust Bucket's door and windows in a chittering tide. "Ahh! Company! Lots of company!" she exclaimed in horror, the milk slipping from her hands.

Ben leapt away from the walls as Max braked the RV and stepped from the driver's seat. The door swung open—Clancy stood there, still wrapped in his bug suit.

Gasps rippled through the hall as Clancy appeared.

Wendy hugged her arms. "Oh no… He's back!"

Gray snapped, "How the hell is he free?! He should still be frozen solid!"

Levy thought aloud. "The reactor's heat! Maybe it melted the ice faster."

Cana scowled. "Lucky creep."

Natsu cracked his knuckles. "Fine. Round two it is."

Juvia's eyes narrowed. "At least Ben darling is back to normal. Beating Clancy shouldn't pose any issue now."

He stepped inside and the writhing swarm peeled back from his face. "We didn't appreciate that cold shoulder you gave us at the power plant!"

Max slipped in behind and swung, but Clancy caught his arm and hurled him away. As Clancy turned toward Max, Gwen snatched up a fire extinguisher and Ben tried to activate the Omnitrix.

"I thought you turned 'Mr. Bug' into a snow cone!" she snapped at Ben.

"He must've thawed out!" he shot back, glaring at the red dial. "Oh man! We're on our own. Any ideas how to get rid of 'em?"

Juvia frowned in concern. "Or…perhaps there still is an issue."

Gray groaned, pinching the bridge of his nose. "I know we've said this before, but that watch has the worst timing."

"Ah c'mon! Has it really to been ten minutes yet?" Natsu complained.

"Apparently not." Lucy said, unnerved. "But what are they going to do now?"

"M-Maybe they could stall till the Omnitrix recharges?" Levy offered.

"Clancy may not give them that chance," Erza countered coolly.

"Not unless you've got a 6-foot candy bar to tempt them with!" she said sarcastically.

This gave Ben an idea. "Nope! But I have the next best thing!" He stated, running to the back.

Many in the guild traded confused looks. What was he referring to?

"Better than a candy bar?" Happy tilted his head. "Unless it's a fish, I can't think of many things that are better."

"Your food groups are fish, fish, and… fish," Lucy deadpanned.

Then her eyes widened in realization. Hold on… Could he mean—

The shot cut to Clancy, one hand clamped around Max's neck, lifting him off his feet.

Wendy jumped up. "Grandpa Max, no!"

Erza's eyes sharpened. "Things are escalating."

Gray hissed through his teeth. "Ben, whatever you've got—use it, dude."

"Come and get it!" Ben declared, holding up the jar of San Ju Yen Pien. Its intense smell was enough to attract all the bugs to it, even off of Clancy's suit.

"What's happening?! Stop!" Clancy exclaimed as the bugs began to leave him.

As the bugs reached Ben, he threw the jar out the window. "Fetch!" He exclaimed, all the bugs spilling out the window as the jar fell into the river below.

Cana snapped her fingers. "Oh yeah! That stinkweed remedy."

"I completely forgot about it," Macao admitted.

"Who would've guessed that crud would turn out to be important," Wakaba chuckled.

Makarov smiled, proud. "Quick thinking under pressure."

Erza nodded. "Resourceful and decisive. Well done, Ben."

Juvia looked on with a dreamy expression. "Juvia's beloved truly is incredible, even as a child," she murmured to herself.

Clancy chuckled nervously as Max walked up behind him. A heartbeat later, Max drove a clean hook that sent Clancy flying out of the RV and skidding onto the road.

"Good. That guy was really starting to bug me." Gwen declared.

Cana banged the table. "And down goes Bug-Man! Finally!"

"Alright, Grandpa Max!" Wendy cheered happily. Ben couldn't help but chuckle to himself.

Juvia clasped her hands. "Ben's grandfather is very reliable."

Natsu whooped. "Grandpa's got hands!"

Gray grinned. "That was very satisfying."

Elfman puffed his chest. "Utterly manly!"

Makarov chuckled heartedly. "Being old doesn't mean you still can't have it." He said proudly.

Clancy lowered his head, knocked out. "I'm calling the police. I'll be right back." Max said, walking off to get the phone.

Suddenly, Gwen began to gasp and wind up. "Ah, ah, AH-CHOO!" She let out a sneeze, soon realizing she caught Ben's cold. "Oh no…" She groaned, her voice already stuffed up.

"Hey! What do you know? Everything really did work out after all!" Ben said mirthfully as Gwen sneezed some more.

Lucy winced. "Oof… karma."

Gray smirked. "Tease the cold, become the cold."

Wendy fretted. "She should've worn the medical mask… I hope Grandpa Max stays healthy."

Makarov nodded in agreement. "Indeed. Colds bite harder with age. Max should take care."

Cana chuckled. "So hot chocolate and tissues for the heroes, then."

Levy tapped her pen, connecting dots aloud. "So… Ben sneaks into the ice cream truck and accelerates his cold. Because he gets sick, Heatblast develops that icy side effect—enough to cool the reactor and prevent a meltdown."

Freed picked up the thread. "Simultaneously, Max prepares San Ju Yen Pien to treat the cold. That same concoction becomes an improvised bug lure, stripping Clancy of control."

Lucy blinked. "So the 'bad' behavior set off the exact chain that saved the city."

Carla folded her arms. "An inelegant route…but effective, I'll admit."

Natsu grinned. "Sometimes chaos wins."

Erza smiled. "Cause and effect stacked in their favor."

Ben smirked, shrugging. "Not my most mature day… but yeah, it all worked out in the end."

"Hahaha!" Makarov laughed. "Seems luck favors the prepared and the quick-witted."

The image slowly faded to black. Glowing runes shimmered once more above the screens:

"INTERMISSION — 15 minutes until the next episode begins."

Notes:

A/N: Special thanks to my “you-know-who” Supporters!

Goin' Ultimate Member(s): Marko

Goin' Hero Members: Reddicide, Home On The Picture, Clank 2662, IFeedTheZombies Grandmas Biscuits, Narinder Singh, and C.S. Dead_Man, Alamo9112, Sam sturniolo, and Looo.

Bystanders: FrenziedStar

All of your support is greatly appreciated.

Hope you all enjoyed this chapter! This was one of my top episodes of the Original Series. "Chillblast" is my favorite part. I'm sure many of you agree.

[1] I decided to follow CelestialEmpressSandra's edit from her story Class 1-A Reacts to Ben 10 with Ben paying for the ice cream rather than just stealing it from the truck. I understand he's a kid and going to make mistakes. But after what happened in the Kevin 11 episode, you'd think Ben would know better than to steal—even if it something small like some ice cream.

Next chapter is the Season 1 finale and what many of you (myself especially) have been eagerly anticipating: Vilgax's debut! Fairy Tail will be in for quite a shock to see how powerful Ben's archenemy is.

After that, there will be an intermission chapter before jumping into Season 2.

As always, I'd love to hear your thoughts—so please leave any comment or critique below. Your feedback really helps!

Chapter 14: Episode 13: Secrets

Summary:

The season 1 finale has come! The guild watches in shocked horror as Young Ben Tennyson faces his greatest challenge up till now: Vilgax.

Notes:

Disclaimer: Ben 10 and Fairy Tail are not mine — I'm simply a fan playing in their sandbox. All credit goes to the original creators.

(See the end of the chapter for more notes.)

Chapter Text

When Episode 12 ended, the 15-minute intermission message flared across the lacrima screens.

For a beat, the usual post-episode chaos took over.

"That episode was cursed," Natsu declared. "Heatblast is a man of FIRE, not some snowman!"

"Aye, but without Heatblast becoming Chillblast, that city would've been destroyed by that reactor, Natsu," Happy pointed out.

"I—I'm sure he could've figured somethin' out," Natsu muttered.

"Doubtful," Lucy countered. "Sometimes fire isn't the answer, Natsu."

Gray snorted from his seat. "Too bad Heatblast can't be Chillblast permanently. Be a lot cooler."

"I see what you did there, Gray," Ben grinned.

Natsu wasn't amused. He shot Gray a glare. "You wanna go, ice-stripper?"

Gray leveled his gaze. "Anytime, you walking chimney."

They collided a heartbeat later, a swirling dust cloud forming as they traded jabs and very mediocre insults. A ring of guildmates whooped and cheered.

At the bar, Mirajane wiped down the counter, humming as guild members drifted over for snacks and drinks. Above the hall, the intermission timer hovered in soft white, counting down.

From his table, Ben rolled his eyes. "Those two really are predictable."

"Yeah, but they do care about each other," Wendy said with a small smile. "They're just too stubborn to say it."

"Could've fooled me," Carla murmured.

Juvia folded her hands over her heart, blue eyes soft. "Juvia is simply relieved Ben recovered quickly. Watching him suffer through that cold, and then to see the aliens suffer as well, Juvia did not like it."

Ben rubbed his neck, bashful. "I'm glad you care so much Juvia…"

Wendy turned to Ben, curiosity sparking. "Did you ever get sick again after that? And did it affect your aliens the same way?"

Ben thought for a beat. "Only one other time. I was fifteen by then. The side effects of my cold weren't as bad that time." He chuckled, almost sheepish. "Instead of taking Grandpa Max's cold remedy… I took Kevin's."

Gray lifted a brow. "Dumb or brave?"

Ben grinned. "Both. It worked. Sort of. Also tasted super bitter." He shuddered at the memory of the taste.

Cana snorted into her mug. "So… medicinal."

Across the room, the dust cloud of Natsu and Gray's scuffle thinned. Natsu reappeared with his scarf askew and a proud scowl; Gray reappeared with his shirt missing and a smug one.

Elfman jabbed a thumb toward the screens. "Back to the real headline—your grandpa is a real man! The way he fights? That was all training."

Jet nodded. "Yeah. That wasn't 'I fix sinks' energy."

Droy frowned thoughtfully. "Where does a plumber learn to fight, get recipes for strange cold remedies, and deactivate a nuclear reactor?"

Erza crossed one leg over the other. "He carries himself like a soldier."

Makarov hummed. "Agreed. I suspect he had some form of service in Ben's homeland."

Lucy tilted her head. "If he had military experience, why not just say so?"

Mirajane polished a glass, smile turning contemplative. "There are missions people can't talk about. For their safety, and others'."

Levy tapped her pencil against her notebook. "Or he served in something adjacent that isn't public."

"Like a shadow organization?" Lucy asked.

Levy nodded, adding, "He clearly knows about the Forever Knights, and that knowledge didn't come from rumor."

Gajeel leaned back. "Enough circles. Are we finding out soon or not? Guessing games get old."

Ben's smile thinned, thoughtful. "You're on the right track… just not quite there yet." He glanced toward the screens. "And yeah, you'll probably get answers soon. We found out the truth not long after Gwen and I got over that cold." His gaze went distant for a moment.

A small shadow crossed his features. That's about when I first ran into Vilgax.

Before the guild could press, a familiar hum threaded through the hall.

The words of the lacrima-screens began to rearrange themselves.

INTERMISSION COMPLETE — PLEASE TAKE YOUR SEATS.

Chairs slid back into orderly rows. Natsu and Gray retreated to opposite sides of the same bench.

Cana tipped her mug toward the ceiling. "Alright, what 'adventure of the week' is on the menu this time?"

"Hopefully one with less mucus," Lucy whispered.

Golden runes rippled across the screens, converging into fresh letters that shone like forged brass.

"Episode 13: Secrets."

A collective murmur rolled over the hall.

"Secrets?" Jet echoed. "As in, whose?"

Levy's eyes lit. "Grandpa Max. It must be. The title's pointing to his past."

Lucy nodded, brow knitting. "It fits. The way he knows exactly where to go, who these organizations are… it would explain so much."

Gajeel cracked his knuckles, satisfied. "Finally. Time to hear what the old man's been sitting on."

Erza nodded. "Whatever it is, it has shaped Ben's path."

Wendy glanced sideways at Ben. "Are you okay?"

Ben sat forward, elbows on his knees, gaze fixed on the title as if it might jump. "Yeah," he said after a beat. "Just… thinking." The corner of his mouth twitched, not amusement, not quite dread.


The episode opened on a live news feed: a red, armored Brinks truck tore down the highway, weaving recklessly through traffic while a news helicopter paced it from above. Sirens wailed somewhere behind the shot. The camera panned just in time to catch the truck blasting past another vehicle: the familiar silhouette of the Rust Bucket.

"We're live on the scene of a high-speed police pursuit of an armored car stolen earlier today from the federal reserve in Denver. It is believed the thieves also have a hostage."

Cana groaned. "Another cold open crime. Classic Tennyson afternoon."

Gray leaned back. "At least it's not a bug swarm this time."

Natsu squinted at the screen. "Why steal the vehicle? It doesn't look all that fast."

Lucy answered. "If it's from a reserve, they stole it because of all the money inside it. The hostage's probably a reserve employee."

Wendy's voice shrank. "That's awful…"

Wakaba exhaled a ribbon of smoke. "Always with the shortcuts."

"Some will always chase what they think is the easy route to riches," Makarov said, calm but stern. "It's rarely easy. And never right."

Bisca tipped her hat, rueful. "'Easy money' is a lie."

Levy pointed, eyes bright. "Didn't they just pass the Rust Bucket."

Happy's ears perked. "So Ben's right there?"

Carla nodded. "Which means intervention is imminent."

Jet bounced on his heels. "What's the pick? XLR8 for the chase?"

Elfman countered, "Four Arms to stop that vehicle in its tracks!"

Erza gave her two cents. "XLR8 is optimal for pursuit and interception."

Gajeel smirked. "Or he flips the truck like a tin can and calls it a day."

Lucy gave him a look. "Please don't manifest that."

Ben smirked. "Wanna place bets?"

Cana raised her mug. "One hundred on XLR8."

Gray shrugged. "I'll take Four Arms."

Wendy smiled tentatively. "I just hope the hostage doesn't get hurt."

Ahead of the truck, a cluster of turquoise crystals surged up through the asphalt and raced beneath the wheels, spiking the front driver's-side tire. The truck lurched as rubber shredded. The driver, wearing advanced goggles with red lenses, was dumbfounded.

Gajeel smirked. "Heh. We know those crystals."

Cana groaned. "There goes my bet."

Gray slumped back. "Mine too. Of all the aliens to pick..."

Ben chuckled. "Whenever you think you've got me figured out, I'll surprise you."

The truck fishtailed, spun, and screeched to a halt, smoke coiling off the tires. Police cruisers boxed it in from behind. The driver climbed down and yanked a terrified man in a gray suit from the cab; arm wrapped around him and using him like a shield.

The guild was angered by this.

Lucy grimaced. "Real brave hiding behind a hostage."

Natsu cracked his knuckles. "Damn coward! Pick on someone who can fight back!"

Gray folded his arms. "It is something a low life would do though, especially when cornered."

Erza's eyes hardened. "Despicable."

Makarov studied the scene closely. This would be a bind even for an experienced mage. How will you handle this, Young Ben?

From the passenger-side door, another bandit, goggles identical to his partner's, swung out cradling an advanced rifle. Pronged tips crowned the barrel, blue energy crackling between them. He leveled the weapon and snapped off a shot; an arc of azure lightning lanced into a police cruiser. Officers dove clear an instant before the vehicle erupted in a shower of sparks and twisted metal.

Many wizards flinched from the blast.

"That's not street trash gear," Alzack remarked.

Bisca's eyes narrowed. "Who the heck arms common thieves with that?"

Ben shrugged. "Black market is my guess. If you know where to look and got the cash, you can buy alien tech. Forever Knights proved that."

The gunman wore a smug grin right until Diamondhead stepped through the thinning smoke behind him.

"Wait. What's this?" the reporter said, startled.

The bandit whipped around, bringing the rifle up, but the Petrosapien was faster—his right arm slid into a blade that sheared the weapon clean in half. The gunman didn't argue; he bolted.

Diamondhead's gaze hardened.

Erza allowed a small, approving smile. "Excellent swipe."

Gajeel snorted. "Slice first, questions later. I can respect that."

The reporter continued. "Yes. It looks like we have another alien sighting."

Levy tilted her head. "How does the news know your forms are aliens?"

Ben scratched his cheek. "That's on me. Right after I got the Omnitrix, I kinda blurted to a news camera that I was an alien here to help." He shrugged. "Seemed harmless."

"Probably was," Happy said. "Otherwise they'd just call you a monster all the time."

"Some of them do anyway," Ben muttered.

The bandit didn't get far before crystals erupted from the pavement, rising in faceted pillars that lifted him skyward. He clung on, knuckles whitening, one slip away from a hard drop.

The second driver stepped behind Diamondhead, still gripping the hostage tight. The Petrosapien turned with unhurried calm, extended his right arm, and shaped it into a jagged spearpoint.

No words. Just a message: don't.

The bandit's bravado evaporated. He swallowed, raised his hands, and released the reserve worker, who sprinted to safety.

The guild applauded Young Ben's victory.

Wendy sprang up, clapping. "He did it!"

Makarov nodded in approval. "Well done, boy."

Elfman pumped a fist. "Didn't even need to talk. So manly!"

Gajeel cracked a grin. "Stone-cold and sharp. Nice."

Gray smirked. "Yeah… that was pretty badass."

Natsu nodded. "Hell yeah. That's when you know you've made it. Bad guys just stand down instantly."

Erza's eyes softened with approval. "His control and judgment are improving. Far better than when he first received the Omnitrix."

Levy added, "He assessed threat vectors, neutralized risk, protected the civilian—clean execution."

Juvia clasped her hands. "Young Ben's growth is remarkable. Juvia is so proud."

The scene shifted: the same news report flickered across a wall of monitors inside a stark healing chamber aboard Vilgax's warship. At the center was a tall cylinder with segmented plating; only a yellow, pentagon-shaped porthole offered a glimpse inside.

"We don't know where these strange creatures come from, but they seem to be here to help," the reporter's voice echoed thinly through the room.

Cana leaned back. "Oh yeah… Almost forgot about seaweed-face."

"It has been several episodes since we've seen him." Droy noted.

Gray's expression cooled. "Hard to forget his voice."

Erza's eyes narrowed. "Mark him well. This is the architect behind much of the danger Ben has faced so far."

Wendy folded her hands. "He's still injured though, right?"

Carla's tone was crisp. "Injured doesn't mean harmless, child."

The camera drifted in, centering the yellow porthole like an unblinking eye.

"The Omnitrix wasted on pointless heroics," Vilgax snarled, frustration and anger grinding in his raspy voice.

Many wizards were irked by Vilgax's statement.

Natsu snarled. "Pointless? He saved people!"

Lucy shook her head. "Of course an 'evil overlord' would call heroism a waste."

Juvia's brows furrowed. "Ben's heroics are never pointless."

Makarov's voice smoothed the air. "Let villains scoff at the good; it only clarifies our path."

Elfman snorted. "Bold talk for a guy still floating in a healing tank."

Evergreen shot him a look. "He won't be in there forever, brute."

The Fire Dragon Slayer folded his arms. "Doesn't matter. When he's out, little Ben will crush him like any other baddie he's faced."

"Aye sir!" Happy agreed.

Ben's brow creased, gaze drifting. "He's not just another bad guy," he said, almost to himself.

The lieutenant drone standing nearby inquired, "Shall I dispatch more drones to retrieve it?"

Gray scoffed. "What's the point? Ben'll just crush them."

Gajeel nodded, arms folding. "Those tin cans ain't a challenge anymore him."

Erza's tone cut through. "Do not get complacent. Enough drones at once could overwhelm him."

"No."

The cylinder's armored plates shifted and peeled back. Grey vapor hissed from the opening. An insectoid drone with two green vials, skittered out across the floor—only for a massive, two-toed metal foot to come down and reduce it to scrap.

The camera widened: a hulking silhouette filled the frame—thick arms bristling with rods, twin points jutting from the shoulders, a green apparatus encasing the sides of his head, and two beady red eyes burning through the mist.

"I will see to this task myself," Vilgax declared.

Silence fell like a dropped curtain across the guild hall.

Even the braver ones like Natsu and Erza went still.

Wendy edged closer to Ben, fingers clutching his sleeve. "H-He's… terrifying."

Happy's wings twitched. "A-Am I seeing things… or is he bigger now?"

Levy swallowed. "He didn't just heal. He…augmented himself."

Gajeel's jaw set. "And that thing's going after the brat?"

Cana's grip tightened on her mug. "This just stopped being a 'weekend villain' story."


The scene shifted to the Rust Bucket. With a sharp, startled gasp, Ben jerked upright in his bunk, eyes wide and breathing fast.

The kitchen light clicked on; Max stepped in from the tiny galley, concern etched in the lines of his face. "Another nightmare, Ben?"

Juvia's voice went soft. "Poor Ben… nightmares at that age are awful."

Wendy nodded. "He looks really shaken."

Lucy folded her hands. "At least Max is right there."

"It was that weird alien from my vision, only bigger, uglier, and scarier." He rubbed his head, still rattled by the lingering images.

Several wizards blinked, perplexed.

"Wait, how does Ben know that?" Droy asked.

"Yeah," Jet added, "no way it's a coincidence he dreams about Vilgax the moment Vilgax heals."

Levy leaned forward, eyes bright. "When Upgrade merged with Rojo, he saw Vilgax. That could mean there's still a telepathic link."

The rain woman looked at the Omnitrix bearer. "Did you still have that link with Vilgax?"

Ben exhaled. "For a while, yeah. But it faded with time thankfully."

Gray frowned. "So the guy can invade dreams too? Great."

Natsu snorted. "If it was me, I'd punch the nightmare back."

From her bunk below, Gwen blinked up, hair mussed and voice sleepy. "Sure you weren't just looking in a mirror?"

A ripple of chuckles moved through the hall.

Cana grinned. "Savage timing."

Wendy frowned. "That's just mean."

"Indeed," Juvia added. "Now isn't the time for joking."

"It's just a bad dream, son." Max assured him before stepping away. "We can talk about it in the morning."

"It seemed so real. He looked right at me and said, 'I'm coming for you now.'"

Max froze mid-step, shock briefly flickering across his face. "Change of plan. We're hitting the road right now."

The guild hall went silent.

Lucy blinked. "That… spooked him."

Makarov's eyes narrowed. "That was recognition."

Erza nodded. "Then he knows Vilgax is not a dream."

Gray exhaled. "So Grandpa's been here before..."

"But how does he know?" Carla asked skeptically.

Onscreen, Ben and Gwen shared a look from their bunks, both equally confused.
"Grandpa, it's three in the morning." she pointed out.

Max sat in the driver's seat, already buckling himself in. "Best way to beat the traffic."
He cranked up the Rust Bucket and immediately pulled out of their camp spot.

Cana swirled her drink. "Old man definitely has a place in mind."

Natsu leaned forward. "Yeah, but where?"

"Guess we'll find out," Gray said.


A herd of bison grazed across the pale prairie as the Rust Bucket thundered down the highway, humming well above the posted speed limit. From the dinette, Ben looked out the window. "Uh, grandpa, what's with the lead foot?"

"I want to make Mount Rushmore by nightfall." Max replied.

Natsu scratched his head. "Mount… what now?"

Lucy blinked. "Is that a mountain or a town?"

Ben lifted a hand. "It's a big national monument back home. Four giant faces carved into a mountain. Four famous presidents from my country. Think… sixty-foot stone portraits looking over the valley."

Happy's eyes went round. "Giant stone heads?"

Gray whistled. "Alright, that's actually cool."

Cana smirked. "So a tourist trap with a view, got it."

Erza folded her arms. "If it's just a monument, then why the urgency to get there before nightfall?"

Gajeel grunted. "Feels like more than a sightseeing detour."

Wendy glanced at Ben. "Is there… something special there?"

Ben's mouth twitched. "Let's just say grandpa has his reasons."

Gray eyed him. "That's a 'you'll see,' isn't it?"

Ben gave a small, wry smile. "Pretty much."

"I'm so bored." Ben turned to his cousin across the table, where she typed steadily on her laptop. "Let me play a game."

"I would, but I think this will be a good lesson for you to learn how to entertain yourself." Gwen snarked.

Ben's mouth curled into a mischievous, smug grin.

Laughter rippled across the guild hall at Young Ben's facial expression.

Cana chuckled. "Uh-oh. That face means trouble."

Lucy sighed. "Poor choice of words, Gwen."

Happy giggled. "Game time anyway!"

Carla pinched the bridge of her nose. "Or catastrophe time."


Meanwhile, the Chimeran Hammer hung in low orbit. Inside the bridge, consoles throbbed with alien light; Vilgax sat in the command chair, his new form still cloaked in shadow.

"The Omnitrix has been activated," Vilgax announced. "Pinpoint its location."

On the forward monitors, the Omnitrix sigil blinked to life over a map—an area just outside Rapid City, South Dakota, United States.

Vilgax's beady red eyes narrowed. "I have you now."

Many in the guild winced.

Lucy gasped. "He can see it instantly?"

Levy pressed a hand to her mouth. "The activation ping—of course. It's just like how Rojo and the bounty hunters were able to track Ben."

Gajeel grunted. "Brat's gonna lead seafood-face straight to them."

Ben lifted both hands. "C'mon, it's not like I knew that at the time."

Juvia nodded earnestly. "Correct. We have the benefit of seeing every angle. Beloved did not."

Wendy chimed in, gentle but firm. "Yeah—it's not fair to judge him for that."

Carla's eyes narrowed. "We can when he chooses to act like a brat."

Ben grumbled. "Well, if Gwen had just let me play Space Pinball on her laptop…"


Back in the Rust Bucket, Gwen kept typing on her laptop. Without warning, the screen went black and unresponsive.

"Hey!" She jabbed the power button. "What gives?"

The display flickered back on to reveal Upgrade's eye, a green circle, stared from the screen's center.

"Sorry. You are a loser." His bulbous head pushed out of the screen itself. "And always will be."

Natsu laughed. "Good one, Ben!"

Lucy groaned, rolling her eyes. "Of course he has to be a menace."

Levy blinked, confused. "Wait," she turned to Ben nearby, "when did you go Upgrade? How did Gwen miss that?"

Ben answered, "I transformed in the bathroom, then slipped through the floorboards, and merged with the laptop from behind." He smirked. "Quiet as a mouse."

Gray side-eyed him. "All that… for a prank?"

Ben shrugged, unrepentant. "I was bored. Teasing Gwen used to brighten my day."

Gajeel smirked. "Respect the commitment."

Erza frowned. "At the cost of security."

Cana snorted. "Look, if you can't mess with your cousin or sibling during a road trip, why even have magic or superpowers?"

"Aah!" He extended his head to tap Gwen's face teasingly before reverting back into the laptop.

"Ben! Get out of my computer!" she demanded, pounding the dinette table.

"What? I'm just entertaining myself." he mocked.

Lucy sighed. "Told you that'd come back to bite you, Gwen."

Erza pinched the bridge of her nose. "Improper boundaries, again."

Carla's voice went cool. "Digital trespassing is still trespassing."

"This is my private property," she picked up the laptop and shook it, "and you're getting your cooties all over it!"

Suddenly, Gwen's laptop turned black with the keyboard becoming green and three mechanical insectoid-like legs sprouting from the bottom.

"Ooh! What's this? A diary!" Upgrade announced. "'Dear diary, my cousin Ben is such a—'"

"Doofus! Knock it off!"

Many of the women in the guild gasped.

Mirajane's smile thinned. "Reading a girl's diary is not entertaining."

Levy nodded firmly. "Private writing is sacred, Ben."

Lucy huffed. "That's so rude and immature."

"He is ten though," Wendy interjected. "He's gonna have some slipups and misbehave."

Erza nodded. "It doesn't excuse his actions, but yes. Natsu and Gray were equally immature and ill-behaved when we were young as well."

"Oh, and you and Mira weren't?" deadpanned Gray.

Juvia leaned toward Ben, gentle but earnest. "Juvia loves your jokes, but some things are not jokes."

"I know." Ben shrugged. "For the record, I never actually read it. Was trying to rile her up."

"I think you succeeded." Happy remarked.

Lucy crossed her arms. "Tease all you want, but that kind of stuff is serious. If anyone touched and read through my journals without permission, I would lose it."

Natsu attempted to whistle innocently. "Heh."

Lucy slowly turned. "Natsu?"

Natsu stared at the ceiling. "Nice weather… inside."

"Ben! Now is not the time to go alien!" Max scolded. "Do you understand?"

Both Upgrade and Gwen paused, startled by the urgency in Max's voice.

They weren't the only ones as the guild blinked in surprise too.

Wendy blinked. "Grandpa Max has never snapped like that before."

Gray leaned forward. "Yeah… Ben's pulled worse and Grandpa didn't raise his voice."

Makarov's eyes narrowed. "He's stressed. As if he knows there's imminent danger."

"I was just fooling around." Upgrade unmerged from Gwen's laptop, unfolding to full height.

"We can't afford to attract attention right now," Max argued.

Upgrade shrugged. "What kind of attention could I attract in here?"

Carla's voice turned cool. "By transforming, he broadcasts a beacon Vilgax can lock onto."

Wendy countered. "He doesn't know that yet."

Levy tapped her pencil. "But Max is acting like he does."

Erza frowned. "If he suspects tracking, why not forbid transformations outright?"

Bisca added, thoughtful, "Because outright bans reveal panic. Perhaps he's trying not to tip his hand."

The Omnitrix dial blinked red before Upgrade flashed back to Ben.

"Never mind." Max returned his attention to the road.

Ben and Gwen traded a look, equally confused; Gwen lifted a helpless shrug.

Lucy squinted. "Whiplash much? He was adamant a second ago."

Cana groaned. "Whatever he's planning could he please share that plan with the class?"

Gajeel huffed. "Old man's playing cards close to the vest."

Gray sighed. "Which means Ben and Gwen are in the dark. Not ideal."


Back on the Chimeran Hammer, the Omnitrix sigil winked out on the bridge's monitors.

The lieutenant drone turned to the commander, worry present in its tone. "We have lost the Omnitrix signal."

Vilgax was not concerned. "No matter. I've narrowed down its location."

The displays cycled through images: Stinkfly cradling two children and lowering them to relieved parents; Four Arms bracing a collapsing wall over cowering civilians; XLR8 skidding to a halt outside a hospital while people waved from the entrance.

Erza's eyes softened. "He's been doing so much good we never even saw."

Wendy was amazed. "He's done so much hero work in such a short time."

Juvia sighed dreamily, hands over her heart. "Even as a child, my beloved is amazing."

"Hehehe," Ben chuckled awkwardly, face flushing. "T-Thanks Juvia."

Gray jerked his chin at the screen. "Vilgax has been cataloging all of it."

Levy frowned. "He's building a behavioral profile."

"But why?" Happy asked. "Is Vilgax some kind of creepy stalker?"

This earned some chuckles across the guild.

Vilgax rose from the command chair. "And I know just how to draw this Earthling out." His red eyes narrowed at a panel showing Diamondhead holding a gray tabby cat, returning it to a child below.

His fist crashed into the monitor, shattering it.

Erza's jaw set. "I see. He intends to manufacture a crisis."

Freed nodded. "Using Ben's heroic nature against him."

"Using a town as bait isn't manly at all!" Elfman angrily shouted.

Natsu growled. "Damn coward! He should pick on someone who can hit back."

Gajeel's eyes narrowed. "He will. After he draws the brat into the open."

Makarov's voice was grave. "Brace yourselves. One who breaks a kitten on a screen will not spare civilians in the field."

Uneasiness rippled across the building. What kind of battle was Young Ben about to find himself in?


A herd of bison grazed across a quiet prairie, tails flicking, grass whispering under heavy hooves. An unnatural whine bled into the air; a broad shadow swallowed the sunlight.

Heads lifted, ears twitching in confusion as the Chimeran Hammer dropped from the clouds, settling menacingly between two mountain peaks.

Levy pointed up at the screen. "He's brought the ship down."

Gray frowned. "Closer means faster strikes."

Erza's gaze fixed on the bow. "The orange energy arcing at the front… We've seen that. In Episode One, it fired and annihilated the transport."

Lucy's eyes widened. "Is he going to use it on a town?"

Wendy hugged her arms. "If he fires that at people—"

Freed's jaw tightened. "City-level damage, minimum. He wants maximum panic."

Evergreen nodded. "Force Ben to show by threatening the many."

"Man, that's just cold-blooded!" Bickslow exclaimed.

"Cold-blooded! Cold-blooded!" Bickslow's totems chanted.

Cana grimaced. "This is like when Jose aimed the Jupiter Cannon at Magnolia."

Mirajane's smile slipped. "Different world, same kind of cruelty."

A hatch irised open on the warship's underside, dropping a massive orange-red sphere studded with black spikes, trailed by a swarm of beetle-like drones. Like Vilgax's other models, they wore a rust-toned chassis with three bulbous red sensors fore and aft, gray insectile legs, and a gray belly-mounted cannon jutting from beneath.

The spiked ball hit the prairie with a ground-shaking thud, then immediately gathered speed, rolling forward and chewing a trench through grass and soil.

Levy shaded her eyes at the screen. "That ball… does not look good. New drone type?"

Natsu leaned in. "Kinda looks like Cannonbolt's evil cousin."

Happy nodded vigorously. "A giant demonic version!"

Makarov's brows furrowed. "A weapon that can level city blocks in seconds, backed by flyers for cover fire—Vilgax is already proving extremely dangerous."

The camera panned to a roadside placard—WELCOME TO RAPID CITY—which was instantly blasted by a line of red laser fire from the beetle drones. The swarm stooped toward the city, the spiked machine barreling after them like a runaway boulder.

Wendy clasped her hands. "All those people…"

Juvia's fists tightened. "He'll sow destruction just to lure beloved."

Erza's voice roughened, jaw set. "And how many innocents will he slaughter along the way?"

Ben's expression became serious. "As many as he wants," he murmured.


Back in the Rust Bucket, Ben and Gwen sat at the dinette. Ben flipped through a comic, Gwen typing steadily on her laptop. Both glanced up as the window filled with distant columns of smoke rising over Rapid City.

"What's going on over there?" Ben asked urgently.

Grandpa Max cut a look toward the plume, concern tightening his features for a moment. He refocused on the road, hands firm on the wheel. "I'm sure the local authorities have the situation well in hand."

Gray grimaced. "Yeah, they definitely do not have it under control."

Lucy leaned forward. "Why isn't he turning toward the smoke? Max always stops to help."

Erza's eyes narrowed. "He's prioritizing a mission over immediate aid."

"It's unmanly!" Elfman exclaimed angrily. "Why isn't Grandpa Max trying to help those people?!"

Carla's tone was cool. "Running into a trap helps no one."

Wendy bit her lip. "But… it feels wrong to pass by people who need help."

Cana swirled her drink. "So what's at Mount Rushmore that's worth ignoring a burning skyline? Surely it's not just for sightseeing…"

"A safe house? Supplies?" Erza offered.

Gajeel snorted. "Or those big rock heads are hiding a big secret."


The scene cut to chaos: civilians sprinted through smoke-choked streets as beetle-drones strafed the avenues, carving molten lines through cars and storefronts. Facades sheared away in showers of brick and glass. The spiked juggernaut thundered down the street, its bulk grinding masonry to powder; buildings on either side folded as if made of paper. Fire blossomed. Smoke billowed.

Horrified gasps rippled throughout the guild hall.

Lucy's hand flew to her mouth. "There were people in those buildings…"

Wendy's eyes shimmered. "They didn't even have a chance."

Cana pushed her mug away, angered. "I really hate this bastard."

Natsu's fists clenched. "I'm gonna roast those bugs."

Gray's voice dropped, tight. "You can't man… All this stuff already happened."

The Fire Dragon Slayer groaned in frustration. "Dammit! I know! But I wanna help!"

The Ice-Make wizard folded his arms. "Join the club."

Erza slammed her fist on the table, splitting it apart; much to her teammate's surprise. "Leveling an entire city just to bait Ben? Monster!" She was tempted to rush through the lacrima-screens and skewer Vilgax herself.

If only she could fight him!

The spell picked up on several members frustration…and noted their desire to fight Vilgax.

A wedge of beetle-drones swooped low, raking a block—lamp posts and vehicles blown apart. They skimmed toward a gas station, lanced the pumps, and in an instant the forecourt became a blooming fireball. Bystanders screamed and dove as a rolling wall of flame punched across the street.

Happy's wings drooped. "This is awful…"

Gajeel bared his teeth. "Bastard's painting a bullseye the brat can't ignore."


Ben and Gwen gasped from the mushroom cloud billowing on the horizon. Something massive had just exploded!

Ben immediately adopted a confident grin. "Looks like it's Hero Time!"

"He sees a giant explosion and gets excited?!" Lucy cried, shocked.

"Reminds me of Natsu," Happy chimed in.

"Still though," Cana's smile flattened. "Kid got happy at an explosion that probably killed people?"

Macao shook his head. "He likes being the hero, sure. But this is serious."

Wakaba blew out a thin line of smoke. "Yeah. Not a game when folks are dying."

Juvia leaned forward, voice soft. "I'm sure Ben didn't mean it that way."

Makarov stroked his beard. "It seems the boy is so excited over the idea of being a hero that he's ignoring the fact that people are in serious danger." He paused. "Or he's choosing to purposefully not dwell on that fact."

Ben remained silent. Though he had been young and immature, he had a valid reason for acting cocky and joking around when dangerous situations happened. He wondered if the spell would reveal that reason later on.

Max glanced back. "Ben, I don't think that's the best idea—"

Natsu shot to his feet. "Now is exactly the best time!"

Wendy leaned forward, earnest. "Grandpa Max, he can't just sit there and do nothing…"

Elfman thumped his chest. "It's unmanly to ignore people in danger!"

Ben cut him off. "Time to turn up the Heatblast on these guys." He activated the Omnitrix, scrolling past Ghostfreak and XLR8 before finding Heatblast and slamming down the dial.

Molten rock veined up Ben's arm; in a flash and roar, the boy turned into Heatblast.

The Rust Bucket screeched to a stop at the roadside. The Pyronite leapt out, crouched, then drove twin lances of fire into the ground, jetting himself skyward like a rocket.

Natsu fist-pumped. "Hell yeah! Heatblast'll burn those bug things to a crisp!"

"Heading into battle with a hothead? You're right, Happy. Little Ben does remind me of Natsu."

"At least I don't head into battle without any clothes like you, yah icy stripper." Natsu retorted.

Gray was about to counter until he noticed that he somehow stripped down into his boxers. "Dammit!" He shouted, scrambling around for his clothes.

Freed exhaled through his nose. "Everything is proceeding according to Vilgax's design. He's flying straight into the net."

Levy frowned, tapping her pen against her paper. "If only they knew it was a trap…"

Juvia shook her head softly. "Even knowing it's a trap, Ben would go. He always helps." She looked around the hall. "Would any of you do differently?"

Erza met her gaze, unflinching. "No. I would advance as well."

"Hell yeah I'd go!" Natsu ignited his hands. "I'm not gonna let some dumb trap stop me from kicking those metal-beetles' butts!"

Lucy straightened, resolve bright. "I'd be scared, yeah. But I couldn't look the other way."

Wendy nodded. "Me too. I'd help in any way I could!"

Gajeel cracked his neck. "Trap or no trap, I bite back harder."

Cana raised her mug. "No way am I sitting out. The town wouldn't even have to reward me with booze." She briefly paused. "Although I wouldn't object if they offered it…"

"How altruistic of you," Macao remarked, sweat-dropping.

Elfman slammed his fist to his chest. "Protecting the weak is manly! Trap be damned!"

Makarov's voice settled over them, warm and grave. "Trap or not, if Fairy Tail stands between danger and the people. We advance together!"

"Aye, sir!" The guild exclaimed simultaneously.


Back in Rapid City, civilians scattered with screams as beetle-drones knifed through the air, red lances of energy shredding parked cars. Before the targeting reticles could settle on the fleeing crowd, two blazing fireballs tore down from the sky and detonated a pair of drones mid-flight.

He slammed into the street, landing in a corona of his own flames.

"Hey. Why don't you pick on someone with real firepower?" Heatblast challenged.

Natsu lit up. "Awesome line!"

Gray rolled his eyes. "Wasn't that good, flame-for-brain…"

Lucy exhaled. "He got there in time."

Wendy smiled with relief. "I'm glad those people are safe."

Gajeel cracked his knuckles. "Cook the bugs, brat."

Heatblast glanced up and realized he was ringed on all sides by hovering beetle-drones. Dozens hung in the air, engines whining, lenses fixed on him. None fired; they simply stared.

"Oh man... I didn't mean all at once." Heatblast remarked. "Why do I get the feeling you were expecting me?"

He flared hotter, cloaking himself in a roaring mantle of flame. Both hands swept up and out—two broad torrents of fire lanced through the nearest drones. He pivoted in a slow, controlled spin, carving the ring apart. More machines surged in; whirling disks of fire sliced them cleanly. He snapped off quick fireballs, pulping stragglers, then finished the rest with a left-hand stream and staccato blasts from his right.

A grin split Natsu's face. "And that's why he's Ben's most awesome form!"

"Get real, pyro. Big Chill would've handled those things in half the time," Gray shot back.

They butted foreheads, orange heat and blue frost feathering off them.

"That's a load of crap, ice princess! Heatblast can smoke Big Chill anytime!" Natsu barked.

"And how does he do that when Big Chill can go intangible?" Gray countered.

Happy popped up between them. "You're both wrong! Rath is his most awesome form. No debate."

Juvia raised a hand primly. "Juvia believes Water Hazard and Ripjaws are Ben's best forms."

Wendy giggled. "I like Terraspin."

Ben sighed, half-smiling. "Is now really the time to argue what alien is better?"

"Ben's correct," Erza cut in. "Besides, we can't miss the obvious issue playing out."

Natsu tore his stare from Gray. "What's that?"

"The drones aren't firing back," Mirajane observed, eyes narrowing.

The guild blinked, a beat of shared realization.

"Yeah, why aren't they shooting at him?" Jet asked.

"They've got him surrounded and everything. Seems like the perfect opportunity," Droy added.

Bickslow leaned back with a grin. "Because they already did what they were supposed to do, dudes."

His floating totems bobbed. "Mission accomplished! Mission accomplished!"

Freed nodded, expression tight. "Their goal was to draw Ben into the open. They have succeeded."

Evergreen cut in. "Which means they're simply stalling him till their master shows up."

When the last drone blew apart, Heatblast stood amid a ring of smoking scrap, a triumphant smirk etched across his rocky face—until a bola-like device whipped from a bank of smoke on his left and slammed him against a building wall. Six metal rods embedded themselves into the concrete, blue electricity crackling between them, pinning him in place.

The hall snapped to attention, chatter dying.

Gray leaned forward. "Whoa… what was that?"

Natsu scowled. "Cheap shot from the smoke."

Heatblast shook off the daze and lifted his head just as the colossal spiked sphere rumbled into view, sharing the drones' rust-and-red color scheme. It ground to a halt ten yards away.

A seam hissed; steam jetted out. The sphere split into two cupped halves, revealing a silver horizontal tube between them. A door with a red status light cycled, venting more vapor as it opened. Within the mist, a massive, armored silhouette loomed: beady red eyes and a green head apparatus cutting through the shadows.

Vilgax stepped out into daylight, the ground shaking. He towered, easily twelve feet, black-red armor plating his legs, torso, chest, and shoulders; exposed skin mottled green. Dark crimson spikes bristled along the red creases of his huge arms and shoulder plates. A curtain of long tentacles draped down his face like a beard, mouth sealed behind a black mask veined with red tubing.

A collective gasp rippled through the guild.

Lucy's voice hitched. "T-that's Vilgax's new body!?"

Gray blurted, "He's freaking jacked!"

Juvia swallowed hard. "Ben had to face that thing at such a young age?"

Wendy shivered and edged closer to Ben. He slid an arm around her shoulders, emerald eyes fixed on the screen, expression steady.

Erza's jaw set, words failing her for a beat. "…" She finally managed, low, "Formidable."

"You…" Heatblast's eye sockets widened. "…you're the alien from my visions!"

"At last, we meet." The creature spoke in a raspy, sinister voice. "The being that has caused me so much trouble…"

There was a taut beat as Heatblast and the squid-faced behemoth squared off, flames rippling, red eyes burning.

"Who are you?" asked Heatblast.

"I… am Vilgax," he answered, "and I have come for the Omnitrix."

Cana tipped her mug. "Guy's not beating around the bush, huh?"

Makarov's tone went dry. "He does not strike me as the conversating type."

Lucy swallowed. "He looks super scary."

Natsu cracked his knuckles, grinning. "Well… he doesn't look so tough to me."

Gray sighed. "Famous last words…"

"And, uh...I'm guessin' you're not with the good guys." Heatblast remarked.

The Pyronite strained against the restraints; molten light bled from his arms and the six metal rods sagged and snapped free. He lunged, palms flaring, and drove a roaring fireball into Vilgax's chest, then hammered a flurry of blazing punches into the titan's massive leg.

Heatblast looked up, realizing that Vilgax hadn't reacted at all.

Vilgax then grabbed Heatblast and tossed him forward. The Pyronite ricocheted off the pavement, blasted through a building in a thunderous burst of concrete, tore through office partitions to a chorus of stunned screams, then kept going—punching through several more buildings before finally cratering into the street, half-buried under rubble.

Silence swallowed the hall.

"Whoa," Happy breathed, eyes huge.

Gray cut a glance at Natsu, irritation sharpening his tone. "Not so tough, huh?"

Wendy's hands trembled the hem of her dress. "H-He just tossed Ben away like he was nothing…"

Elfman wiped his brow. "And he wasn't even trying that hard…"

Gajeel's voice was flat. "Yeah. You can tell from the throw. That was a warm-up."

Ben didn't look away from the screen. "That's only a taste of Vilgax's strength."

Erza's composure fissured. "Are you saying he was holding back?"

Ben nodded once. "When he starts trying… you'll see."

The guild fell quiet again.

Heatblast blasted the rubble away with twin jets of fire, stepping free of the debris. To the guild's surprise, he looked relatively unharmed, though he was panting hard.

"Okay…" he breathed, "this guy's really tough…!"

Gray let out a low whistle. "Understatement of the century."

Wendy exhaled, shoulders loosening. "At least Heatblast is okay."

Natsu recovered fast, a grin snapping back into place. "That's right! Heatblast is super-tough, after all!"

Gajeel didn't look convinced. "Don't count on fire-guy holding up if seafood-face starts gettin' serious."

Vilgax vaulted in a single, monstrous arc over several buildings and slammed down about fifty yards from Heatblast. The impact gouged a crater and threw up a rolling cloud of dust. Without haste, the warlord strode forward.

Jet swallowed. "Yeah, he definitely didn't skip leg day…"

Levy's pencil trembled as she wrote. "Power, mobility, controlled landings—he's still holding back. I'm scared to think what happens when he tries."

Lucy bit her lip. "How do you stop something that big just… walking through everything?"

"I gotta slow him down!" Heatblast exclaimed.

He reared back, gathering fire at his core; then twin lances of flame roared from his hands and crown. The street ahead blistered, asphalt sagging into a thick, black slurry. Vilgax charged through and his massive legs plunged, momentum catching. The warlord pitched forward and smashed face-first into the tarry mire.

A collective breath whooshed out across the hall.

Wendy brightened. "He did it!"

Natsu punched the air. "That was awesome! I gotta try that!"

Lucy dragged a hand down her face. "Please don't. I don't want our reward money going to repair an entire boulevard again."

Macao leaned in, eyes wide. "Did he just melt the road? Melting stone that fast takes serious heat."

Ben lifted a finger. "Not stone. Asphalt. Most roads back home are paved with it. Lower melting point than rock… still takes a ton of heat."

Erza nodded in approval. "Smart using the environment to your advantage. However, I fear it will not hold Vilgax for long."

Heatblast's confidence returned as he strode forward, flames steadying into a focused burn.

From a side street, the Rust Bucket swung into view and braked hard. The camera slid to Max. His eyes locked on Vilgax, widening with stunned recognition.

"No…" he breathed, disbelieving. "It can't be."

Everyone in the guild gasped in shock.

Lucy's head snapped toward Ben. "He knows Vilgax?!"

Gajeel gritted his teeth. "Great. The old man's got history with the sea cockroach."

Natsu jabbed a thumb at the screen. "How does a plumber know an alien monster?!"

"Because he's not just a plumber." Cana stated.

Erza's gaze sharpened. "At this point, it's clear that he wasn't just a civilian."

Wendy swallowed. "So… Max has faced things like Vilgax before?"

"Not so tough when you can't move, are you?" Heatblast taunted, fists planted on his hips.

The Rust Bucket screeched to a halt, slotting itself directly between Heatblast and Vilgax. The door swung open with Gwen standing there, anxious and urgent.

"Ben! Grandpa says to get in! Now!" Gwen shouted.

Heatblast shrugged, cocky. "What're you talkin' about?" He pointed at himself and grinned. "I'm just about to kick alien butt!"

Right on cue, the Omnitrix dial on his chest began blinking red; a red flash washed over him, and Heatblast reverted back to Ben.

A wave of chuckles rolled through the guild.

Gray deadpanned, "Or… not."

Cana smirked. "The watch's timing is comedic."

"Benjamin! Get in!" Max ordered sternly.

At the sound of his full name, Ben didn't hesitate and dove into the RV. Max stomped the accelerator the instant his feet cleared the step.

As the Rust Bucket barreled down the street, Vilgax fixed his gaze on it, beginning to rip himself free of the tar with slow, implacable force.

Lucy let out the breath she'd been holding. "Good call, Grandpa."

"C'mon! You can't just run away!" Natsu complained.

Erza countered. "Retreat is strategy, not surrender Natsu."

"The watched timed out anyways, charcoal breath," Gray added, "They need to regroup."


"Believe when I say, you do not want to pick a fight with Vilgax," Max cautioned, tone grave.

Ben blinked, staring at his grandfather. "Uh, how do you know his name is Vilgax?"

Gwen's brows knit, suspicion rising. "Grandpa, what aren't you telling us?"

Realizing the slip, Max went quiet and fixed his eyes on the road.

Juvia folded her arms. "Grandpa Max has some explaining to do."

"Placing bets!" Cana called out. "What was Grandpa Max before retirement?"

Natsu shot up a hand. "A space ninja!"

Gray laughed. "I can't imagine Grandpa Max wearing ninja gear."

Lucy tapped her chin. "A military officer of some kind."

Erza nodded. "His poise would support that."

Levy scribbled a note. "Maybe a special agent?"

Macao offered. "Old-school spy perhaps. He knew about the Forever Knights."

Wakaba wagged his pipe. "Nah, I'd say retired bounty hunter."

Carla's tail flicked. "Operative for a shadow organization adjacent to the military of Ben's world."

Elfman thumped his chest. "Manliness instructor!"

Gajeel snorted. "He's a professional monster-puncher, end of story."

Ben rubbed his neck with a crooked smile. "You're all circling the runway, just not landing yet."

"Huh?" Natsu looked at him confused.

"It's an expression, Natsu." Ben sighed. "It means your close."

"Why didn't you just say that then?"

The Omnitrix bearer face-palmed, exasperated. "Forget I said anything."

Suddenly, the Rust Bucket juddered as the roadway erupted under stuttering lines of crimson laser fire. Grandpa Max wrestled the wheel, keeping the RV planted on all fours.

Ben sprinted to the rear and yanked the curtains. Two beetle-drones knifed into view.

"Two robot goons closing in fast!" Gwen exclaimed, wide-eyed.

"Hold on!" Max threw the RV into a weaving slalom, skirting blasts that chewed divots from asphalt. Fire and chunks of street shot up as the drones strafed the fleeing vehicle.

Gray whistled. "Grandpa's got rally-driver hands."

Cana nodded. "Threading enemy fire in a brick on wheels. Respect."

Lucy tensed. "They can't dodge forever. One of those is going to land."

Erza's eyes narrowed. "Agreed. Evasion will only buy them time."

"C'mon, yah stupid watch!" Natsu yelled, frustrated. "Recharge already!"

Onscreen, Gwen was in agreement. "We can't keep this up forever!" She said, stepping to the front.

Max cut a glance to the side mirror. Two beetle-drones knifed through the air behind them. "Things are gonna get a whole lot worse if we don't get to Mount Rushmore."

He juked the wheel to dodge a laser; the Rust Bucket lurched, and Ben slammed shoulder-first into the kitchen cabinet with a grunt.

Lucy was curious. "Why Mount Rushmore?"

Cana slapped the bar counter. "Second betting pool! Odds on what's at Rushmore."

Jet raised a hand. "Secret bunker."

Droy chimed in. "Safe house."

Bisca shook her head. "No, it's likely an armory of some kind."

Natsu pointed at the screen. "I'm betting on a giant fist to punch that squid."

Carla sighed. "If you're going to foolishly gamble, then at least place real wagers."

Erza's tone was measured. "A secured armory."

Makarov stroked his beard. "If I were staging a resistance, I would pre-position a weapon—something calibrated for a foe like Vilgax."

Ben's mouth tugged at the corner but said nothing.

Cana clinked her mug. "Put me down for 'boom stick in a mountain.' Double if it glows."

Gajeel crossed his arms. "As long as it breaks that overgrown calamari, I don't care what it is."

Gwen slid into the passenger seat, bracing as another blast sizzled past the vehicle.

"Why? What's at Mount Rushmore?"

"Gwen, this is not the time to explain," Max said, serious and steady, swinging the wheel left to slip another laser. "You're gonna have to trust me."

Wendy leaned forward, earnest. "I trust you, Grandpa Max… but could we at least get a hint?"

Gray raked a hand through his hair. "Seriously. The suspense is killing me."

Gajeel scowled. "Spit it out already, old man!"

Erza cut in, firm. "No. He is actively keeping them alive. Explanations can wait until they're safe."

Cana swirled her drink. "Fine, but if the secret is just 'big rock heads,' I'm suing."

Behind them, the Omnitrix chimed, signaling that it had recharged. Ben stood up from the floor and activated the watch.

"Well, I'm not going down without a fight." He slammed the core; emerald light flared and Stinkfly appeared.

"Yes!" He sprang for the door.

"Ben, wait!" Max called.

Stinkfly didn't. He swung the door open and launched, banking hard toward the two beetle-drones.

Lucy winced. "Should he be ignoring Max right now?"

Carla's eyes thinned. "No. Coordination is survival."

Natsu pumped a fist. "Somebody has to swat those bugs! Max can't dodge forever."

Alzack agreed. "He's not wrong. Reinforcements change the math fast."

Gray frowned. "And Heatblast barely slowed Vilgax down. If he breaks free and chases…"

Wendy bit her lip, nervous. "At least Stinkfly can fly away from him…"

Stinkfly knifed through a lattice of red lasers, wings scything the air as he landed atop the right-hand drone. Another volley seared past; he ducked, then unleashed a torrent of green goo straight into the drone's belly-mounted cannon.

Many of the women (and some of the men) grimaced in disgust.

Lucy recoiled. "Eww! Gross!"

Evergreen made a face. "Positively vile."

Juvia winced. "Juvia did not need to see that up close."

Wendy squirmed. "I… really wish it weren't so slimy."

The slime clung and congealed, energy building beneath it. Then, the laser-cannon exploded, smoke billowing as the drone spiraled down and smashed into the street behind the Rust Bucket.

Natsu burst out laughing. "Who says loogies can't be dangerous?"

Gray shook his head, half-grinning. "Weaponized spit. New low… or new high."

Erza remained composed. "Disgusting, yes. But tactically effective."

Cana lifted her mug. "After the last episode, my gross-out meter's numb."

Stinkfly crawled along the drone's hull and drove the stinger of his tail into the aft sensors. The unit sparked and then blew apart, spiraling into the street below.

The angle widened: Stinkfly hovered above the smoking wreckage, hands on hips in triumph.

"Float like a butterfly but sting like a Stinkfly!"

In the background, a shadowy figure stood atop a rooftop, then bent and launched skyward—out of frame. That could only be one individual.

"Vilgax is free!" Juvia exclaimed.

Wendy gasped. "Ben, look out! He's coming straight for you!"

Too late. Vilgax had timed his leap perfectly, clamping onto Stinkfly's tail with both hands. Panic flared as the Lepidopterran ascended, hauling the squid-faced warlord higher and higher.

"Give me the Omnitrix." Vilgax ordered, his tone eerily calm.

A chill rippled through the hall.

Lucy whispered, "That voice…"

Cana's knuckles whitened. "Sounds like a noose tightening."

Natsu growled. "Shake him or burn him off!"

Gray muttered, "Wrong form, flame-brain…"

Erza's gaze stayed steady. "He needs to create separation and escape. Stinkfly is not the right form for this fight."

Stinkfly responded by unleashing a torrent of green slime, blasting Vilgax off his back and slamming the warlord into the street. The impact carved a deep crater.

The camera tilted down: a heaving mound of green goo shifted. Then, with a flex, Vilgax burst free. He crouched, coiled, and launched skyward. The Lepidopterran juked at the last instant, the lunge skimming past his wings.

Stinkfly hovered, rattled. "Who is this guy?"

Lucy grimaced. "Ugh, more green slime?"

Gray shrugged. "Well, it is Stinkfly's shtick."

Levy nodded, tense. "At least it knocked Vilgax off… briefly."

Wendy's voice dipped. "He broke out like it was nothing."

Cana lowered her mug. "Hitting the ground that hard would've knocked out most people."

"Vilgax isn't 'most people'." Ben stated.

Gajeel's jaw set. "Nothing fazes this tin-plated squid."

Natsu leaned forward, fists clenched. "Just hit him harder till he stays down."

"Easier said than done," the Omnitrix bearer retorted.


Vilgax dropped into the roadway ahead of the Rust Bucket, cratering the asphalt and forcing the RV into a screeching halt. He straightened from the shattered pavement and pivoted toward them, implacable.

Grandpa Max slammed the gear into reverse, whipped the wheel, and swung down an adjacent street without hesitating.

"Where are we going?" Gwen demanded, peering out her window. She turned back to her grandfather. "We have to help Ben!"

Gray grimaced. "How? Punch the squid with what, feelings?"

Mirajane shook her head. "Gwen and Max can't trade blows with him. Retreat is the only option."

Makarov's eyes narrowed. "Max knows this enemy and he's acting accordingly. Facing him head on is suicide."

"We will," Max assured her. "But first, we'll need to get some special help."

Makarov's mustache twitched. "There. Whatever this 'special help' is, it must be at—"

Lucy snapped her fingers. "—Mount Rushmore."

Levy glanced at her notes. "So it's likely not a safe house then. Something else must be hidden there."

Cana tilted her mug. "Looks like the betting pool's shifting."

"Let me guess—at Mount Rushmore?" Gwen arched a brow. "Grandpa, you're really freaking me out."

Carla folded her arms. "If he's this calm under pursuit, the 'help' is substantial."

Wendy bit her lip. "I hope it's enough…"


Meanwhile, Stinkfly knifed through the city canyons, beating his wings hard as Vilgax closed the gap behind him. The warlord vaulted onto a rooftop and gave chase, clearing alleys in single bounds; each landing cracked concrete and sent dust plumes rolling. With another titanic leap, he finally got enough height to clamp both hulking arms around Stinkfly, locking the Lepidopterran's wings.

"Aah!" Stinkfly cried out as the pair punched through a mid-rise, the impact blossoming into a fireball that sheared the building's upper floors and hurled them into the wrecked street beyond.

The guild collectively winced from the destructive landing.

Wendy gasped. "Oh no!"

Juvia clenched her fists, internally wishing she could teleport herself into the scene to aid the child version of her beloved.

Lucy flinched at the screen. "Is Stinkfly okay? That looked brutal."

Vilgax surged up out of the rubble without a mark on him, one clawed hand cinched around a squirming Stinkfly.

"I grow tired of this," Vilgax snarled.

Gray's eyes went wide. "Not even a scratch…"

Freed's jaw tightened. "Strength, speed, durability…and he's barely exerting himself."

Gajeel clicked his teeth. "Squid's built like a freight train."

Stinkfly thrashed, but Vilgax's grip didn't give an inch. The warlord raised his right hand, index finger glowing red, and pressed the Omnitrix dial. A brilliant crimson flash washed the scene and when it faded, Stinkfly was gone.

Ben hung in Vilgax's grasp, human again and stunned. "Hey!"His eye widened from shock."How'd you do that?!"

The guild collectively gasped, equally shocked.

Lucy gasped. "He—he turned him back?!"

Levy stared. "He can deactivate the transformation by touching the dial?"

Ben nodded grimly. "Back then, he knew the watch's controls very well."

Natsu swore under his breath. "That's cheating."

Carla's tone went flinty. "It's knowledge. He understands the device better than its wielder."

Levy scribbled in her notes. "That means he's studied the Omnitrix function, not just chasing it."

"A child...?" Vilgax clenched his right fist, fury ratcheting with every breath. "The Omnitrix is in the hands of a mere child?!" he roared, outrage shaking the air.

Cana gave a thin, nervous laugh. "Kinda priceless that a ten-year-old's been clowning him this hard."

Lucy swallowed. "Funny… but also terrifying."

Gajeel smirked. "Ego's bigger than his ship."

Vilgax reached his right hand over the Omnitrix. The device flared a vivid green; arcs of emerald electricity snapped outward. A heartbeat later the blast hurled the warlord backward into a half-ruined building, crumpling concrete and leaving a massive dent.

Many in the guild were shocked and confused.

Natsu blinked. “Whoa! What was that?”

“It’s like when Kevin tried to steal the Omnitrix,” Lucy pointed out.

“The watch’s security function.” Levy said. “It won’t let anyone forcefully take it off.”

“Least the kid’s got that going for him,” Gray said.

It didn't take more than a heartbeat for Vilgax to recover; he surged forward again, closing on Ben with terrifying inevitability.

Gajeel's eyes narrowed. "It didn't even faze him…"

Natsu clenched his fists. "Just… how strong is that guy?"

Ben stared at the screen, jaw tight. "Very, very strong…" He didn't add the thought that skimmed his eyes. And this isn't even his strongest form.

"It would appear the Omnitrix has already merged with your own DNA..." Vilgax realized.

Young Ben tried to scurry away but the massive alien caught him by the back of his shirt, lifting him effortlessly.

"I, uh...don't suppose that means you're gonna let me go, does it...?" Ben asked.

"Hardly..." Vilgax retorted, sour and cold.

Juvia shot to her feet. "Release him at once you disgusting monster!"

Ben rose half a step, palm out. "Easy, Juvia. It's a memory."

Wendy gripped the edge of the bench. "He looks so small in his hand…"

Makarov's voice dropped. "The power gap's obscene."

Vilgax's spiked, ball-shaped vehicle rolled up and irised open, an armored maw inviting its master.

"Aah!" Ben yelped as Vilgax tossed him inside.

The warlord stepped in after him and took the pilot's seat. The hatch sealed; the sphere locked and began to roll, gathering speed—smashing straight through a building as it barreled away.

Natsu growled. "He's just taking him?"

Gray's teeth clicked. "Like a prize."

"This isn't good." Erza's jaw set. "Everything now hinges on Max's 'special help'… Or a mistake from Vilgax."

Nervousness rippled across the guild hall.


The scene cut to Mount Rushmore, the stone faces looming beneath a clear sky, then snapped to the Rust Bucket grinding up a hidden, rocky service road behind the monument.

Lucy breathed, "So that's Mount Rushmore… it's massive."

Macao whistled. "Ben wasn't kidding. Those heads are huge."

Levy nodded. "It's incredible anyone carved faces into a mountain." She glanced at Ben. "Who are they again? You said they were famous leaders."

Ben pointed in order. "Far left, George Washington. Then Thomas Jefferson. Center is Theodore Roosevelt. Right is Abraham Lincoln. They're meant to symbolize my country's birth, growth, development, and preservation."

"They must have been remarkable to earn a monument like that," Mirajane said.

"In their own ways, they were," Ben agreed.

Gray leaned forward. "So where's your grandfather going?"

Cana smirked. "Answers o'clock, I hope."

Ben's mouth quirked. "You'll see."

"I don't think tourists are allowed on this road," Gwen pointed out.

Max shook his head, explaining, "We're not tourists. We're tenants."

The guild was baffled by that response.

Wendy blinked. "Tenants?"

Gajeel snorted. "As in they live here?"

Levy tilted her head. "Or…maybe he means they hold a lease. Access rights."

Erza added. "That sounds like formal clearance."

The Rust Bucket rolled to a dead end marked by a faded "Road Closed" sign. Max reached under the dash to press a hidden red button.

A deep rumble answered.

The gravel lot shivered, and the RV, sitting on a concealed circular dais, began to sink. Dirt and stones slid off the edge as the platform descended into a vast cylindrical shaft. Concentric light rings bloomed on as the lift passed, then winked out behind them, swallowing the RV in alternating bands of glow and shadow.

Gasps rippled through the hall.

Lucy gaped. "A secret elevator? Under a fake road?"

Gajeel smirked. "Old man's full of surprises."

Levy's quill flew. "Industrial-grade lift with depth-marker lighting. That took serious engineering!"

Wendy laced her fingers. "Where does it lead?"

Cana grinned. "For those who placed bets, we're about to get our answers."

"I still say it's a bunker," Jet chimed in.

"Safe house," Droy countered.

"Nah, it's an armory," Bisca said.

Erza's tone stayed cool. "Given the threat, I'm hoping it's all of the above."

The platform thudded to a halt. Lights cascaded on, unveiling a vast enclosed hangar hollowed from the mountain. Smooth metal cladding in warm copper–sepia tones wrapped the space. Multiple levels unfurled in sweeping curves—broad ringed mezzanines and balconies circling the bay. Thick cylindrical columns rose to broad, saucer-like capitals, "mushroom" tops shouldering the ceiling. Along the perimeter, angled rib braces wove a lattice of arcs and diagonals, all converging on a central circular landing pad.

Many of the wizards were awed by the base.

"Wow," Lucy breathed. "What… is that place?"

Natsu's eyes sparkled. "Ooh! It's an underground base. So cool!"

"Aye sir!" Happy agreed.

Cana blinked. "So the grandpa's 'special help' is a bunker?"

Erza's voice went low. "It looks more like a bastion than a safe house."

Makarov folded his hands, impressed. "Built for scale…and for war."

Wendy glanced at Ben. "You knew about this?"

Ben shook his head. "Not then. But I found out later what that place was."

The scene shifted to Max and Gwen striding through a grand corridor. It's a tall, perfectly symmetrical storage hall with two levels: continuous mezzanines run along both sides, and the walls are packed floor-to-ceiling with a modular grid of square drawers. Curved, fin-like braces arc up from the floor, sweep past the lower walkways, and tie into the mezzanine and ceiling—serving as both structure and dividers for the drawer bays. Overhead, a segmented barrel vault in warm copper/sepia tones glows with soft, indirect light.

Max stopped at a floor-level drawer, pressed a rectangular button that lit blue, and the drawer slid out on a cushion of vapor—revealing two dark, green-plated apparatus inside.

Question marks appeared over nearly everyone's heads.

Laki leaned forward. "What is that?"

Bisca assessed the shapes. "Looks like firearms…or at least an alien version."

Alzack nodded. "Twin units, same chassis. Likely paired sidearms or compact launchers."

Levy glanced around. "So this isn't just a hangar… it's an armory."

Jet groaned. "There goes my 'safe house' bet."

Droy slumped. "And my bunker theory."

Ben shrugged, half-smiling. "To be fair, the base at Mount Rushmore can double as a safe house or bunker. A heavily armed one."

Erza's eyes sharpened. "That means he's looking for a weapon."

Max studied the device with a critical eye, then slid the drawer shut. He stepped to the next bay, pulled it open, and revealed another unfamiliar tool—sleek housing with purple-and-red accents. He closed that drawer as well and moved on.

Lucy frowned. "What is he doing?"

"Looks like he's looking for something specific." Gray noted.

"But what exactly?" Natsu gripped. "All these questions are making me mad!"

Max slid open another drawer, revealing a sleek white-and-red device—a classic ray-gun silhouette straight out of vintage sci-fi. He barely spared it a glance, shut the drawer, and moved farther down the corridor toward yet another bay.

Gwen's patience snapped. She planted her hands on her hips. "That's it! I am not taking another step until you tell me what's going on! Why aren't we helping Ben, what IS this place, and how do you know about that alien guy who's after Ben?"

The Fairy Tail guild hall wholeheartedly agreed with Gwen.

Cana threw up a hand. "Thank you, Gwen!"

Lucy nodded hard. "Finally—someone says it."

Gray huffed. "Been wondering the same thing for three drawers now."

"Some context would be appreciated," Levy noted.

Erza's voice was firm. "Clarity is overdue, Max."

"Well, it's kind of complicated, but let's just say…" Max slid a peculiar headband rig down over both eyes linked by two black cables trailing to something in the drawer. He also had on a grey vest that covered his torso and back.

He then drew out a heavy energy cannon: a long, matte-dark cylinder with a wide muzzle and blue glow slits along the barrel. An open, braced frame wrapped a rear pistol grip and a forward support handle; a large blue power canister sat slung beneath, humming. He hefted it into a two-handed stance.

"…I wasn't exactly your normal plumber before I retired." The canister flashed, blue arcs crackled alive inside the housing.

Gwen blinked twice, staring at the weapon in open shock.

Jaws from across the guild hall hit the floor.

"That's…not a plunger." Gajeel remarked, wide-eyed.

Gray whistled. "Grandpa brought a cannon to career day."

Bisca's eyes sparkled. "Now that's a gun!"

Alzack nodded, equally impressed. "Wonder if that visor helps with targeting."

Cana grinned. "Retired, huh? From what—demolitions?"

Gajeel laughed. "Old man's packing heat."

Natsu shot to his feet, grinning roguishly. "I don't know what that is, but it sure looks like it could pack a punch!"

Wendy brightened. "So this is the 'special help'…"

Erza's gaze sharpened. "A former combat operative under a civilian cover. Intriguing."


A herd of cows grazed placidly, oblivious to the alien warship hovering above. Inside the craft, Vilgax studied a green-tinted holographic display: Ben's image dominated the center, the Omnitrix visible on his left wrist, flanked by panes of unreadable alien telemetry.

"A child..." Vilgax growled. "I should've suspected as much. The Omnitrix being used as a play toy..." He glanced back.

Cut to Ben suspended in a ring-like apparatus: his legs and right arm pinned by blue energy restraints, his left arm and the Omnitrix encased in a tube-like clamp.

"Hey! I've saved a lot of people by going hero." Ben argued.

The Fairy Tail guild agreed.

"Squid face is full of crap!" Natsu exclaimed.

"Aye sir! Flaming crap." Happy agreed.

Lucy nodded firmly. "He has. Over and over."

Gray crossed his arms. "Kid's made mistakes, sure. But he shows up."

"Kid's a real man!" Elfman declared passionately.

"He's only ten," Mirajane sweetly noted. "But we understand what you mean."

Levy added, "Without the Omnitrix, so many of those rescues never happen."

Wendy's voice was soft but certain. "Ben is a hero."

Cana lifted her mug. "I'll drink to that."

Juvia clasped her hands, blue eyes bright. "Yes. Ben darling saved more than cities. He saved hearts… mine included."

Gajeel grunted. "Squid-face can sneer all he wants. Results talk."

Bisca eyed the rig. "He's restrained, but still arguing back."

Alzack nodded, smirking. "Kid's got some spine."

Erza's gaze hardened. "Ben has misused the Omnitrix before, yes. But dismissing him entirely is a mistake."

Makarov smiled faintly. "Well said. The measure of a hero is not age, but action."

Ben exhaled, a little sheepish, a little proud. "You guys sure know how to make someone feel good."

Vilgax closed the distance, looming until he was less than a couple of meters from the boy. The camera revealed a broad, circular chamber: a cool blue light spilled from the ceiling, isolating Ben while multiple drones either hovered or stood sentinel nearby.

"You hold the key to a power struggle so ancient, so vast..." the squid-faced alien leaned closer, "...it is beyond your feeble comprehension." The warlord mocked.

"I get the kid's not the sharpest tool…but that's just rude." Gray commented.

Ben sweat-dropped. "Geez, thanks Gray."

"Expect anything less from a bastard like him?" Gajeel pointed out.

Lucy frowned. "What 'power struggle' is he talking about?"

"Picture an entire army…"

The scene cut to a vision: thousands of Ben's original ten alien forms charging across a rocky plain towards a crystalline alien city.

"…each in command of an Omnitrix…"

Another cut—Vilgax stood upon a rocky ledge, arm outstretched toward the city. "…all at my command!"

One soldier shifted to Four Arms, heaved a massive boulder toward the spires, then flashed green into Heatblast and unleashed sweeping torrents of fire that engulfed the view.

Silence slammed over the hall.

Gray spoke first, low. "That's his plan… an army of Omnitrix users."

"T-that's terrifying." Lucy stammered.

"A-Aye…" Happy said uneasily.

Wendy hugged herself. "If they didn't care about civilians…"

Erza's voice was steady, grave. "Ben alone matches the strongest among us. Even exceeding us depending on the form. An army under that monster would level worlds—and not pause for innocents or collateral."

Gajeel clicked his tongue. "Hate to admit it…but that squid-faced bastard would be invincible if he pulled it off."

Makarov exhaled. "Ambition wedded to cruelty. The greatest danger of all."

Natsu tapped his chin. "An army of Omnitrixes… you think I could have one of them?"

A chorus of groans and sweat-drops answered him.

Lucy face-palmed. "Read the room."

"In your foolish hands?" Carla deadpanned. "Absolutely not."

Ben managed a tight smile. "Yeah, let's not workshop that."

The shot pulled back from Vilgax's crimson, bead-like eyes. "I would be invincible... I will rule the universe! And the only thing standing between me and my destiny... is you."

At his final words, the floor irised open and a ring of mechanical blades rose—sleek and serrated.

Nearly everyone in the guild swallowed hard at the array of blades.

Wendy's voice wavered. "T-Those are for…?"

Gajeel's jaw tightened. "Dissection or execution. Take your pick."

Jet grasped at hope. "W-What about the watch? Maybe it'll keep Vilgax from taking it off Ben like last time?"

Ben shook his head. "That's what the clamp around my arm was for—suppressing the watch's security."

Levy paled. "Which means he could remove it by force."

Juvia folded her hands, eyes shut. "Grandpa Max, Gwen… please get there soon."


Back at Mount Rushmore, the lift platform that had lowered the Rust Bucket earlier rose smoothly to the surface. It locked in with a thunk; the RV rolled off and back down the service road.

"This weapon is keyed into Vilgax's biosignature. Hopefully, it will take him down for good this time," Max said.

"This time?" Gwen echoed, unease creeping into her voice.

Erza's eyes narrowed. "So he has fought Vilgax before."

Bisca nodded. "Explains why he skipped the rest of the armory. Wrong tools for this target."

Gray blew out a breath. "So this is the silver bullet."

Cana swirled her drink. "Let's hope it's not blanks."

"There's a small red button under that cabinet," Max pointed toward the glovebox. "Press it."

Gwen did as instructed; a holographic globe sprang up over the dash, constellated with data points.

"Hey!" she exclaimed.

"GPS-assisted tracking systems. It's locked on the watch's signal," Max said briskly. "You navigate."

Many in the guild were surprised by the new RV's hidden feature.

"He's had that this whole time?" Levy asked, surprised.

Lucy leaned forward. "Hold on, Ben's in Vilgax's ship. How do they even reach him?"

"That is a serious hurdle," Makarov stated. "Unless the RV's got some more 'secrets' that can help them out."

Gajeel snorted. "Wouldn't shock me if that brick-on-wheels flies."

Wendy chuckled. "At this point, I'd believe it."


Inside the Chimeran Hammer, Ben strained against his restraints; however, it was to no avail.

The cybernetically enhanced Chimera Sui Generis turned to a humanoid drone. "Prepare for takeoff…" he commanded. The drone snapped a salute and hurried off.

"Once we're in orbit, I will finally have the pleasure of destroying this miserable planet, once and for all."

The guild hall fell utterly still.

Lucy found her voice first. "D-Destroy… the planet?!"

Gray grimaced. "He's gotta be bluffing. No way that ship packs that kind of firepower."

Ben shook his head. "He wasn't. His old ship did. Remember that bow cannon? The blast that destroyed the Omnitrix transport back in Episode 1? That was on its lowest setting."

Silence thickened. World-ending capability? Even the Magic Council's Etherion couldn't touch that scale.

Makarov spoke at last, low and certain. "This Vilgax is a threat beyond anything this guild has faced. It isn't close."

Heads nodded around the hall—even from those who'd battled the Oración Seis, toppled Zero, and ended Nirvana. By comparison, those victories felt small.


The Rust Bucket bounced down a grassy slope and leveled into a forest clearing. In the center, the Chimeran Hammer hovered effortlessly over the earth, downdraft rippling the grass in concentric rings as the ship spooled for takeoff.

"There's the spaceship!" Gwen pointed ahead.

"We have to get aboard," Max stated.

"Get aboard? How?" she asked, nerves creeping into her voice.

Lucy winced in sympathy. "I'd be nervous too."

Gray eyed the hovering hull. "Too bad ladders don't come standard on doomsday ships."

Wendy folded her hands. "Please tell me he has a plan…"

"They should just blast there way in!" Natsu yelled.

Carla's tone was cool. "Surely Max has a valid way to get inside."

Max smirked and flipped a hidden toggle. The stereo console spun, revealing a concealed panel with two red buttons. He hit the left one.

With a mechanical whirr, the front grille telescoped outward, reshaping into a compact, high-tech battering ram.

The guild was left speechless again.

Droy gaped. "That bucket of bolts is tricked out?!"

Levy lit up. "Incredible! How does all that even fit inside?"

Erza nodded, impressed. "Improvised boarding solution. Direct and decisive."

Bisca grinned. "What else is he hiding? Grapples, smokes, wings?"

Ben laughed. "Whatever you can imagine? The Rust Bucket probably has it."

"I'd say I would want to ride in it…if I didn't hate transportation," Natsu admitted.

"You're so lame," Gray remarked cooly.

"Shut up, stripper!"

The RV surged as Max wrenched the wheel toward the cliff's edge. The Rust Bucket didn't slow; it launched clean into open air, angling straight down toward the warship below.

"Aah!" Gwen screamed, white-knuckled on the armrests.

A collective gasp ripped through the guild hall.

Lucy shot to her feet. "That's his plan?!"

"That's absolutely reckless!" Carla shouted.

Wendy covered her mouth. "They're going to crash!"

Cana slapped the counter. "Max said 'special help,' not 'suicide!'"

Gajeel grinned despite himself. "Gutsy old man."

Natsu whooped. "Now that's what I'm talkin' about!"


Vilgax reached toward the ring of instruments and selected one that looked like a bare hilt, its grip shaped almost like a pistol. From the hilt, a long, blue, serrated energy blade unfurled—curves and barbs rippling along its length. The warlord closed in on Ben, arm poised to sever as the boy strained helplessly against his restraints.

The guild held their breathes.

Wendy's breath hitched. "He's going to—"

Juvia growled angrily. "Don't you dare."

Happy whispered, "Come on, come on…"

Before Vilgax could strike, a horn blared from somewhere close, snapping every head around, drones included. A heartbeat later, an explosion punched a hole in the ship's hull. Through smoke and shredding debris, the Rust Bucket burst into the chamber.
The RV slammed straight into Vilgax, knocking the blade from his hand and crushing him through a door. The motor home braked, reversed, and rolled back; the warlord, dented but relentless, forced himself upright.

"Warning. Hull breach. Power surge," a drone droned.

A roar of cheers erupted across the guild.

Cana whooped. "Grandpa with the grand entrance!"

Wendy sagged with relief. "They made it in time…"

Gray smirked. "Convenient they landed in the exact room."

Levy countered, tapping her notes. "Not luck—tracking the Omnitrix signal plus structural mapping. He aimed for this bay."

Erza's gaze hardened. "Either way, they've got seconds before the drones recover."

The RV's side door swung open and Max stepped out, braced and purposeful. Strapped across his chest was the heavy blue-and-gray energy cannon; twin cables snaked from the weapon to a visor mask sealed over his eyes.

"Claws off my grandson, Vilgax!" Max yelled.

Ben's eyes went wide. "Grandpa?!"

Vilgax lifted his head, those blood-red eyes narrowing. "Tennyson!" he growled.

Several mages perked up at the warlord's reaction.

Levy inhaled. "He knows Max by name."

Mirajane nodded. "Their history is mutual then."

Without another word, Max squeezed the trigger. A wide lance of blue energy thundered out, catching Vilgax square and hurling him backward through the door behind him. The blast blossomed into a sharp, contained explosion.

For a heartbeat, the guild stared…then applause erupted.

Wendy beamed, jumping in her seat. "He did it! He did it!"

Ben chuckled and patted her shoulders, amused by her excitement.

Lucy breathed, "Whoa…"

Elfman pounded a fist to his chest. "Manly!" He shot a look at Max Alors. "You could learn a thing or two from that Max."

Max Alors bristled. "Hey!"

Happy spun midair. "Ben's grandpa is awesome!"

Gajeel smirked. "Gotta admit, the old timer's tough as nails."

Max let the cannon clatter to the deck and sprinted straight for his grandson.

"Grandpa... You know this guy?" Ben asked, breath unsteady.

"It's a long story..." Max replied.

Lucy leaned forward. "I need that story."

Levy nodded, quills hovering. "C'mon Max, give us something. History, motives, timeline—anything."

Erza cut in, crisp. "Later. Priority is freeing Ben and getting off this ship."

Juvia clasped her hands. "Yes, answers can wait. Safety cannot."

The clamp on Ben's left arm suddenly crackled with building electricity, sparks dancing up the restraint to his shoulder. Max's face tightened in alarm. Ben felt it too; a strange lurch rolled through him. His body twisted and blurred before transforming into XLR8.

XLR8 strained against the surging current. "Hey...!"

His form then morphed into Diamondhead.

"What's going…" Diamondhead groaned, the words grinding through pain. His body then grew orange fur and shifted into Wildmutt, who roared loudly.

The wizards were left confused and concerned.

"The heck's going on?" Natsu asked, surprised.

"He's changing without control," Erza said.

Wendy's hands flew to her mouth. "It looks painful…"

Juvia rose halfway from her seat, eyes wet. "Please, make it stop… That can't be good for him!"

"The power surge must've affected the watch!" Max realized.

Wildmutt convulsed once more, then burst outward into Four Arms. With a guttural grunt, the Tetramand wrenched against the sparking cuff and the clamp tore free. He ripped loose the remaining energy restraints in a flurry of brute force.

Elfman shot to his feet, fist pumping. "That's manly. Breaking your own restraints!"

Erza's gaze stayed flinty. "Don't celebrate yet. He's free, but the Omnitrix is unstable."

Gray exhaled. "As if things weren't bad enough. Now the watch is glitching."

"At least Vilgax is out of the picture," Happy offered.

Natsu nodded. "No way that creep's getting up after that blast."

Ben covered his mouth, shoulders shaking as he looked away. They really think that would take him out? He struggled to conceal his laugh.

Juvia leaned in, worried. "Are you alright, darling?"

"Y-yeah! Just… thought of something funny, that's all," he said, playing it off.

Four Arms heaved the ring-like device up and flung it across the chamber as if it weighed nothing.

At that moment, Gwen stepped out of the RV and glanced left. Several disk-shaped drones were already slicing through the breach Vilgax had blasted.

"Look out!" Gwen cried.

She sprinted toward Four Arms and Max as the drones opened fire; bolts sizzled past, missing her by inches.

Droy grimaced. "Great. Now they have to deal with drones shooting at them."

"Almost forgot they were even there," Jet admitted.

Elfman cracked his knuckles. "Eh, no big deal. Four Arms will crush 'em like the tin cans they are."

Four Arms caught a volley on his left forearms, then drew back a fist to smash a drone, but the punch passed through harmlessly as his body flashed and shifted into Ghostfreak. He phased straight through the machine.

Ghostfreak stared down at his own intangible form and moaned, "Oh, man..."

Elfman blinked. "…Huh."

Droy snorted. "Or not."

Jet frowned. "What if the watch turns him into something like Grey Matter?"

"Every strike becomes a gamble now," Mirajane stated.

Wendy worried her lip. "He can't plan anything if his form changes randomly."

"He'll have to trust his instincts," Makarov spoke up. "Learn to improve with less."

Suddenly, Ben began to transform again just as another drone swept past. Its chassis sputtered and sparked, twitching mid-flight—then a familiar, squeaky voice issued from inside the shell.

"A little alien knowhow and the toaster is toast..." Grey Matter quipped.

Grey Matter hopped from the disabled drone onto a second one, nimble as a flea.

Jet blinked. "…I stand corrected."

Levy's eyes sparkled. "Say what you want about his size, but Grey Matter's proven he's not useless."

Cana raised her mug. "Here's to the 'micro munchkin'."

Cheers rang across the entire guild hall.

The Galvan slipped inside the drone's casing, hands flying…then the frame rippled. In a green flash, the drone's shell retextured to a glossy black lattice traced with neon lines; the unit bulged to twice its size and a jagged saw blade erupted from its circular midsection.

Elsewhere in the corridor, Gwen backed into a corner as two drones trained weapons on her—until…

"Try picking on someone your own size!" Upgrade shouted.

Upgrade revved the saw and barreled through both drones, shredding them to scrap. Shards pinged across the deck; a small, smoking chunk plopped onto Gwen's head. She stared at it, unamused.

A ripple of laughter broke out.

Lucy giggled. "Saved by the buzzsaw… with extra garnish."

"Fashionably toasted." Levy added.

Makarov's eyes crinkled. "Remarkable presence of mind under pressure."

Erza nodded, impressed. "Adapting mid-crisis like that is the mark of a true warrior."

Gray blinked twice. "Uh… is it me, or is the whole ship falling now?"

Conversations died as eyes snapped back to the screen. Through the hole the Rustbucket had punched in the hull, the truth was clear now. The Chimeran Hammer was falling, the ground steadily looming.

Lucy went pale. "They have to get off that thing. Now."

Wendy clutched Ben's sleeve. "Please tell me there's a way out…"

"Surely Max has an escape route planned," Carla said.

Gajeel snorted. "Wouldn't be surprised if he's making it up as he goes."

Upgrade proceeded to destroy more drones with his saw blade as Max used a drill from Vilgax's assortment of blades to wreck another drone. The Galvanic Mechamorph then abandoned his drone and prepared to fight more.

"We've got to get the ship under control!" Max yelled, rushing off toward an array of monitors and computers against a wall near the hole he had sent Vilgax crashing through.

"He can fly a spaceship?" Upgrade said, shocked.

Another drone tackled the Galvanic Mechamorph, distracting him from his grandfather.

"At this point, nothing surprises me..." Gwen groaned.

Several wizards laughed at Gwen's sarcasm.

Cana barked a laugh. "Grandpa Max: spy, combatant, weapon-specialist, nuclear powerplant expert…"

"Don't forget certified bad ass," Gajeel cut in.

Gray smirked. "Now add 'spaceship pilot' to the resume."

Lucy shook her head. "This is gettin' insane. Seriously," she turned to Ben, "what did your grandpa do before he retired."

Ben smiled. "A bit of everything. You'll see."

Natsu pumped a fist. "Old man can do everything!"

As Max typed away on the computer's interface, a pair of menacing, beady red eyes and a familiar silhouette could be seen through the smoke cloud.

A collective gasp tore through the hall.

Lucy's voice went thin. "He survived?!"

"There's no way!" Happy shouted, wide-eyed.

"Yes way," Ben cut in. "Vilgax won't go down that easy."

Surprise flickered on Erza's expression. "Even that weapon failed to finish him?"

Levy's quill froze. "One designed specifically against him…"

Gray's jaw set. "And he just tanked it…"

Gajeel's teeth clicked. "Figures. Squid won't die easy."

"Grandpa Max, look out!" Wendy exclaimed.

"Get out of there, old man!" Natsu yelled.

Vilgax seized Max by the shirt and hurled him across the chamber. Max skidded to a stop just inches from the ragged breach the Rustbucket had punched through the hull.

"Grandpa!" Upgrade and Gwen shouted in unison.

The warlord closed in, planting a metal-plated foot on Max's chest and pinning him to the deck. Max strained against the weight, but it didn't budge. Vilgax glowered down at him. "Your weapon won't help, Tennyson," he rasped. "As you can see, I'm much stronger than in our last encounter."

Everyone in the building tensed up.

Wendy shot up, voice breaking. "Grandpa Max!"

Happy clapped his paws to his cheeks. "Oh no! He's gonna squash him!"

"C'mon brat, do something." Gajeel muttered.

Upgrade jammed his hand into the drone he'd been grappling; the machine fizzled and died. Without a heartbeat's hesitation, he sprinted and launched himself at the behemoth.

"NOOOOOO!" Upgrade roared, slamming into Vilgax and driving both of them out through the hull into the open air.

"BEN!" Max and Gwen cried.

A collective gasp ripped through the hall.

Macao gapped. "He tackled him out of the ship?!"

Natsu pumped a fist. "That's how you do it. Take the fight outside!"

Cana leveled him a look from her spot at the bar. "Outside what, gravity?"

Gray shrugged. "Kid had to do something. Otherwise Max gets pancaked."

Juvia clasped her hands. "Please, Omnitrix… Give him Stinkfly. Anything that can land him safely."

Ben huffed a laugh. "That'd be a little too nice of the watch."


The view snapped to open sky: Vilgax and Upgrade tumbled earthward beneath the slowly descending warship. The cybernetic Chimera Sui Generis glared up at the Galvanic Mechamorph, tentacles whipping in the wind. Upgrade flared his body outward—spreading into a slick, black-and-white canopy that caught the air and turned his fall into a glide—while Vilgax continued to plummet toward the forest below.

Cut to Mount Rushmore's stony faces. A dark shape streaked past frame, vanishing into the treeline miles away. A thunderous boom rolled back, and a fresh crater shot up splinters and dirt.

Gray whistled low. "That had to hurt."

Levy agreed. "Terminal velocity into bedrock will do that."

Erza kept her eyes narrowed. "Surely that kind of fall would KO him."

Ben shook his head. "Don't count on it."

This caught many of the wizards off guard.

"You mean to tell us he could survive a fall like that?!" Lucy shouted incredulously.

The Omnitrix bearer nodded. "Super easy. Barely an inconvenience."

Once again, the building went quiet from shock.

Gajeel clicked his tongue. "Yeah… Should've known that seafood-face wouldn't go down that conveniently."

Wendy hugged herself. "Please let him stay down for a minute at least."

Upgrade drifted toward one of the monument's stone profiles: Theodore Roosevelt. He was about to settle on the head when his form contorted and shifted into Ripjaws. The piscine alien hit Roosevelt's nose, claws screeching on granite as he scrambled to hold on.

"Ohhh… sometimes I hate this watch…" Ripjaws groaned.

Frustrated groans rippled through the hall.

Lucy threw up her hands. "Worst timing ever."

Gray folded his arms over his chest. "Wouldn't wanna be in that position."

Cana sighed. "Prototype roulette strikes again."

Juvia's eyes softened. "Ripjaws… he'll dehydrate up here. He needs water fast."

Levy nodded hard. "This random alien cycle is turning into a real liability."

Mirajane lifted a finger. "On the other hand, it could be worse. If the Omnitrix weren't glitching, Ben might be stuck as one alien—or just a boy. Neither would help right now."

Erza inclined her head. "For a child, Ben is still turning chaos to his advantage."

Gajeel snorted. "You say that as the brat's clinging to a giant stone nose like a booger."

Wendy bit her lip. "Come on, Omnitrix… just one good roll."


The Chimeran Hammer knifed earthward, bow-first, smoke streaming from torn hull plates on the port side. Inside, Max was standing by a console, fingers rapping through command strings while Gwen stood close by.

Natsu asked. "What's he doing?"

"He could be trying to steer the ship." Levy leaned forward. "Although, I have no idea how he knows how to do that."

"Just add it to the list of things the old man's gotta answer for," Gajeel chimed in.

Max hit a final key and stepped back. "We've got to get out of here!"

He turned toward the bay where the Rust Bucket still sat ready. A smirk tugged at his mouth; beside him, Gwen's shoulders slumped—she already knew what was coming.

Cana laughed. "Oh no—RV escape round two."

Lucy winced in sympathy. "Poor Gwen."

Wendy smiled nervously. "It worked last time… it'll work again, right?"

Carla sighed. "Define 'work.' Survive? Possibly."

Gajeel grinned. "Floor it, old man."

Makarov's mustache twitched. "Trust the driver who's brought you this far."


Back on Mount Rushmore, Ripjaws had somehow clawed his way up from Roosevelt's nose to the crown of the stone head. He looked terrible—on all fours, sides heaving, scales dulling.

"Can't… breathe… need… water…" Ripjaws rasped, rolling onto his back and sagging in exhaustion.

Natsu scratched his cheek, guilty. "I mean… I usually like cooking fish, but now…kinda feel bad."

Happy's ears drooped. "Aye… even I don't want fish like that."

Juvia's hands flew to her mouth. "Oh, poor Ripjaws… If only Juvia could get water to him."

Wendy leaned forward. "Come on, Omnitrix—change him, please."

Suddenly, a familiar figure vaulted out of the distant treeline, landing behind the immobilized Ripjaws with an impact that spiderwebbed the granite beneath metal boots.

The guild fell silent, shock rippling across the hall.

"Whoa…" Natsu gawked.

"Did… he really just jump that far…?" Lucy's voice trembled.

"Seriously…" Gray breathed.

Erza stared up at the towering silhouette, eyes wide. "Just how strong is this monster…?" she thought, fists tightening.

Elfman wiped at a bead of sweat. "Fell from that high and not even a scratch… Hate to admit it, but this guy's—"

"Don't finish that sentence, Elfman," Cana cut in, eyes never leaving the screen.

Vilgax loomed over the dehydrated Ripjaws. "You are a slippery little fish, child... but no longer."

The warlord's hand dipped toward the Omnitrix dial, ready to disable the transformation The warlord reached his hand down to the Omnitrix dial, prepared to disable Ben's transformation. However, he became annoyed when the Piscciss Volann disappeared, leaving a dust trail in its wake.

The squid-faced warrior turned around to see that Ben had now turned into XLR8.

"I can still give you a run for your money!" The Kineceleran quipped.

Many in the guild either laughed or groaned at XLR8's quip.

Jet smirked. "Speed joke was legally required there."

Juvia clasped her hands. "Even now, Ben darling keeps his courage."

Wendy nodded quickly. "He can be really cool, huh?"

Carla's tail flicked. "Confidence is useful; overconfidence is fatal."

XLR8 disappeared in another blur, leaving another dust cloud where he once stood.

"You can't hide from me forever, boy!" Vilgax roared after the echo.

Levy tapped her quill. "He's not wrong, but he doesn't' need 'forever'."

Mirajane nodded. "He just needs to run around a buy time to regroup with Max and Gwen."

Natsu scoffed. "He should quit running and fight him!"

Before anyone could argue with Natsu, their attention was recaptured by the screens.

Another dust plume knifed in from behind the warlord, running across the other heads on the mountain.

"Wasn't planning on it! Peekaboo!" XLR8 retorted.

He slammed into Vilgax at full speed. The collision detonated a shockwave and punched a wide impact crater around them. A roiling dust cloud billowed up, swallowing both the Kineceleran and the warlord from view.

The guild collectively winced.

"Yikes…" Gray muttered, "That had to hurt."

Natsu nodded hard. "I'll say. That should've flattened him though."

Jet leaned forward, eyes bright. "Direct hit at that speed? He's gotta be injured."

"I dunno…" Droy sounded unsure. "I mean, he survived that landing earlier…"

Cana held her breath. "C'mon, blue lightning…"

When the dust cleared, it was revealed that Vilgax was unfazed by XLR8's hit. In fact, he had only slid back a few feet while the Kineceleran was staggering and quickly feel to his knees.

The guild hall went silent.

Lucy whispered, "No way…"

"But…XLR8 was going so fast…" Jet trailed off, shocked.

Gray exploded, "What?! How is he still standing after that?!"

Ben's answer was quiet, certain. "Because he's Vilgax."

"Ohhh..." XLR8 groaned, wincing. "I'm gonna feel that tomorrow..."

"For you," Vilgax stalked forward, voice like iron, "there is no tomorrow!"

The dark rods jutting from Vilgax's forearms flashed pink, then sank into his arms; muscle bands surged, swelling monstrously. He lifted both arms high and hammered them down. XLR8 barely darted clear as the impact detonated across the stone—shockwaves spider webbed through Roosevelt's face, fissures racing, until the granite head sheared away and avalanched down the mountainside.

Jaws across the building hit the floor in shocked disbelief.

Natsu stammered, "He… he… punched part of the mountain away…"

Happy squeaked, "…with one hit?!"

Erza's eyes widened despite herself. "Such raw force… even I would hesitate to meet that strike head-on."

Gajeel swallowed, a bead of sweat cutting down his temple. "That guy's a walking calamity."

Levy clutched her notes. "So those rods aren't just for looks… They amplify his already incredible strength?"

Cana exhaled. "I need a stronger drink."

Macao blinked, shaking his head. "Kid should just run away. Get as far away from that thing as possible."

Wakaba exhaled from his pipe. "That would only buy him some time. Like Vilgax said, he can't run forever."

Wendy clapped a hand over her mouth. "Keep moving. Don't stop."

"Ben…" Juvia whispered, eyes wide. "He should run—just run. If this keeps up…" Her voice faded. She knew he survived. He was sitting with them, after all. But the question clawed at her: how did he make it out alive?

Vilgax lunged, hammering the air with heavy, piston-like punches; XLR8 blurred around each strike, skidding in tight arcs and slipping past every swing.

"You can't escape me!" Vilgax rasped, frustration bleeding through his growl.

XLR8 sprang, drew back his clawed right hand, and slashed for Vilgax's head—only for the warlord to sidestep with unnerving speed, clamp the speedster's forearm, whirl him like a sling, and hurl him into a broken slab of Roosevelt's stone brow. The impact boomed; dust geysered.

Lucy flinched. "That… had to hurt."

"Aye," Happy winced. "He threw him like a rag doll."

Jet gaped. "He can track XLR8's speed?!"

Droy clicked his tongue. "So it's absurd speed on top of absurd strength. So unfair!"

From the drifting dust, a volley of diamond shards shot out, and Diamondhead burst through after them, forearms leveled as he fired another crystalline salvo.

"Special delivery!" he quipped.

Vilgax drove a fist toward him; the Petrosapien ducked, morphed his arms into tapered diamond blades, and hammered three quick strikes into Vilgax's leg. Diamondhead glanced down and his blades were reduced to blunt stumps.

Natsu shot to his feet. "What's going on? I thought Diamond-guy's crystals were super-strong?"

"They are," Gajeel said, eyes narrowing. "But that bastard's armor is stronger."

Gray blew out a breath. "This is freaking insane. Just how strong is this guy…?"

Levy's quill hovered. "He's countering some of Ben's strongest forms so effortlessly."

Cana set her mug down. "Built like a mountain with the strength of one to boot. Deadly combo."

Erza's gaze hardened. "A direct approach at this point is useless. He needs to change tactics."

Makarov watched, composure fraying at the edges, a faint sheen of sweat beading his temples. I fear nothing short of Fairy Law could fell a monster like this…

"Oh man," Diamondhead grumbled. "Guess I should've seen that coming."

Diamondhead quickly reformed his hands, but Vilgax quickly grabbed him by the face and slammed his opponent into the ground with a ton of force. When the warlord lifted his palm, the Petrosapien lay dazed, eyes half-lidded, crystalline features webbed with cracks.

Laki shot to her feet. "He's strong enough to break his diamond body?!"

Erza's eyes widened, then cut to Ben. "Is this what you meant by 'when he starts trying'?"

He nodded once. "Yeah. The heavy-hitters I had then couldn't match Vilgax's raw strength."

Juvia's voice trembled. "Ben darling… fought something like him when he was so young…?"

Wendy turned, hands shaking. "H-How did you survive against him?"

Ben offered a small, wry smile. "Skill… and a lot of luck."

Vilgax drew back his massive right fist, ready to deliver the final blow.

Nearly everyone in the guild hall gasped. Even through the lacrima-screen they could feel the power behind that incoming punch. If that hit landed, it would be fatal.

On cue, Diamondhead's body began to twist and reform itself. Vilgax let loose his punch, but was met with nothing but rock as Ben had just turned into Ghostfreak, and had instinctively went intangible, albeit still covering his eye.

Ghostfreak peeked through his hand, and then uncovered his eye. "Yes! Sometimes I love this watch..."

Ghostfreak teasingly waved at Vilgax and phased into the ground below them.

A collective exhale washed through the hall.

Lucy pressed a hand to her chest. "That was too close."

Levy nodded, sighing. "Thankfully intangibility hard-counters brute force."

Gajeel clicked his tongue. "Good thing the squid can't punch a ghost."

"So far, it doesn't look like any of Ben's aliens can take Vilgax down." Mirajane pointed out.

Elfman interjected. "He hasn't used Four Arms yet!"

"Doubt he'd put a dent in calamari-face either," Cana stated. "We did just see that guy destroy part of a mountain with one hit, right?"

Erza stayed sharp. "If none of Ben's forms can overpower him, he'll need to defeat him another way."

"But what?" Gray asked.

Wendy looked to Ben, hopeful. "There is a way, right?"

Ben nodded, eyes on the screen. "There is."

Vilgax decreased his muscle mass as the black rods in his arms popped back out again. He then glanced up to see his warship dropping toward him. The Chimeran Hammer swept over Mount Rushmore, dwarfing the monument and shocking the sense of scale, then drifted toward the hilly forest beyond. The bow hit first, scything through treetops and gouging a trench as alien metal met earth.

Wendy sucked in a breath. "It makes the mountain look so small."

Lucy's eyes widened. "Please tell me Max and Gwen aren't still on that thing."


The scene cut inside the Chimeran Hammer as the Rust Bucket barreled down a long corridor, engine roaring. Max gripped the wheel; Gwen sat strapped in at his side.

"Better hang on to something. This may get a little bumpy." Max warned his granddaughter.

"Aah!" Freaked out, Gwen bent forward and covered her head with both arms.

The Rust Bucket punched through bulkheads in a straight line, shredding panels and showering sparks, while startled drones in cross-corridors jolted and scattered.

Gray let out a low whistle. "That RV's built like a tank."

Gajeel grinned. "I take back what I said. That RV is bad ass."

Cana laughed. "New respect for the brick."

Cut to an exterior wide: the warship skidded across the forest, carving a brutal swath. The camera tracked to the stern just as the Rust Bucket blew a fresh hole through the hull and launched out, dropping into the churned earth and debris trailing the ship's crash path.

"Aah!" Gwen screamed loudly.

Wendy clutched her hands. "Are they okay?!"

Lucy winced. "That drop looks like it's gonna be rough."

"Hope the suspension is good," Gray commented.

"The Rust Bucket has gotten them this far," Mirajane said. "It just needs to hold up a little bit longer."


Ghostfreak phased through solid granite, slipping out of the mountain's flank like smoke from stone. He cast a wary glance back at the rock face.

"Don't switch on me now." he begged, meaning the Omnitrix.

Gray shuddered. "Yeah, turning back inside a mountain? Hard pass."

Ghostfreak turned forward to see Vilgax's ship miles away across the forest, smoke pluming from it.

"Oh no!" Ghostfreak rasped, fear sharp for his grandfather and cousin. He arrowed toward the spaceship.

Wendy clutched the hem of her dress. "Please let Grandpa Max and Gwen be okay…"


The scene cut to the Rust Bucket, nosed into the raw trench carved by the Chimeran Hammer's crash. Inside, Max groaned, slumped against the wheel—knuckles still white on the grip. He lifted his head, eyes blinking back the daze.

He turned to Gwen, worry sharpening his voice. "You alright, Gwen?"

Gwen winced, half-lidded. "…At times like this… Going back to school doesn't seem so bad."

Many of the mages couldn't help but chuckle; the tension temporarily broken.

Cana snorted into her mug. "For once, school takes the win."

Gray chuckled. "Yeah, getting homework beats nearly dying."

Juvia exhaled in relief. "Thank goodness they're okay."

Wendy smiled, shoulders loosening. "Yeah… A little banged up, but okay."

A sudden crash sounded behind them, like glass shattering. Both turned, peering over their seats.

"Ben?" they shouted in unison.

In doing so, they missed the massive silhouette emerging through the smoke at the windshield. Vilgax stepped into view, beady red eyes narrowing on the RV's occupants.

A collective gasp tore through the hall.

Wendy's hands flew to her mouth. "Oh no…"

Lucy whispered, "No… He wouldn't."

Gajeel's response was flat, grim. "He would."


Outside, Ghostfreak drifted over the gouged trench, scanning frantically through dust and smoke. The Rust Bucket came into view: battered, two starburst holes punched through the front windshield.

"Grandpa? Gwen?" the Ectonurite called, voice echoing hollowly.

He seeped through the RV's frame, phasing past seats and shattered glass—empty. Sliding out the rear, he lifted his gaze—and froze.

"No…" he breathed.

Vilgax stood ahead in the wreckage, one massive hand clutching Max, the other Gwen—both limp, unconscious.

A horrified silence hit the hall.

Wendy's eyes widened. "N-No… Grandpa Max… Gwen…"

Natsu snarled, his fists igniting. "Let 'em go, calamari!"

Erza's fist clenched tightly. "This isn't good. He has all the leverage now."

Gajeel's jaw set. "Damn bastard…."

Juvia's voice shook, then steadied. "Beloved will save them. He will."

Ghostfreak suddenly transformed into Wildmutt and landed on all fours. He bared fangs and unleashed a thunderous roar at Vilgax, the message clear: release his family.

The alien warlord did not flinch. "It's your choice. You…or them…" he stated.

Faces around the hall hardened.

Natsu's fists coiled until the knuckles creaked. "That bastard…" he snarled.

Gray's gaze went cold. "What a coward."

Erza said nothing. Her stare could have cut steel, jaw set, shoulders tight with contained fury.

Juvia shot to her feet, fury ripping through her voice. "You vile squid! Touch them and Juvia will drown you, slice you, crush you, and leave you begging for mercy!" Heat shimmered off her; steam curled from her hair as a fine mist spread across the floor.

Wendy's eyes flashed. "Stop it!" Power flared; her Sky Dragon magic spiked so sharply that, for a heartbeat, her blue hair flashed pink before settling back.

A ripple of shock moved through the hall. The twin surges from the blue-haired mages were staggering. Even Erza, Mirajane, and Makarov drew a sharp breath.

Ben, caught between them, went wide-eyed. "Juvia… Wendy…?"

With a roar, Juvia thrust out her hand and hurled a boiling torrent at the nearest lacrima screen—the episode pausing on Vilgax's masked face. It vaporized in an instant, shards and steam exploding outward. Several nearby wizards yelped and dove aside.

Ben sprang up, palms raised. "Whoa, whoa! Juvia! Wendy! Calm down!"

"Yes, please!" Carla winged to his side, eyes wide. "Wendy, breathe. You must calm yourself!"

Juvia cried. "That monster must perish!" Another scalding surge blasted toward a second screen—straight past Laki, Macao, and Wakaba, who sat too close to see it coming.

In a snap of emerald light, Ben transformed. "XLR8!"

A blue-and-black blur knifed through the steam. XLR8 scooped Laki, Macao, and Wakaba to safety and set them down across the hall just as the torrent obliterated the screen behind where they'd been.

Laki slumped against a pillar, panting. "Th-thanks, Ben. That was close."

Macao swiped sweat from his brow, eyes wide. "Is it hot in here, or is it just me?"

Wakaba fanned himself and pulled out his pipe. "I'm filing a hazard complaint—followed by a stiff drink."

In another green flash, XLR8 was replaced by…

"Water Hazard!" he announced in an underwater, gurgling voice.

The Orishan rushed toward Juvia, who was winding up to destroy more screens. He sprang in front of her, hands thrust forward—ready to absorb any fresh blast. "Juvia, breathe!"

Juvia's chest heaved, shoulder-length blue hair wild, eyes gone pure white with rage. It yanked the Omnitrix hero back to their first clash on Phantom Lord's rooftop.

"Okay, good first step," he said sardonically.

From the barnacle ports across his body, a cool mist fanned out, dampening the air and bleeding heat from Juvia. "Match me, Juvia," he urged, voice bubbling. "In… out."

Her Water Magic surged, then stuttered as the Orishan drew the excess through his palms into his body, venting it as mist. He lifted a hand and shaped a thin veil of rain between her and the lacrima screens, a quiet curtain. "Don't watch the screens. Just me. Breathe."

Juvia's shoulders eased. The white receded from her eyes; blue returned with a wavering blink. "Ben…?"

"Still me." He let the rain taper to a hush. "I'm safe. Vilgax isn't here." A beat. "And let's not redecorate with tidal waves."

Green light flashed. Ben transformed back to human, damp-haired and sheepish. "See? All good."

Juvia pressed a hand to her chest, breath evening. "Juvia… lost control." Heat crept up her cheeks.

"It happens," Ben said gently. "You care. Next time, let's aim the tsunami at the bad guy, yeah?" He offered his hand. After a moment, she took it, fingers steady again.

As this took place, wind lifted napkins, the hems of skirts and dresses (earning embarrassed yelps), and finally the tankards. A low funnel coiled around Wendy's ankles, her blue hair flying as items skittered like leaves. Those nearby shield their faces as they back away; others flip benches and duck behind them.

"It's like a tornado in here!" Lucy cried.

"Wendy's never done this before!" Happy blurted.

With forearms braced, Gajeel's eyes widen at the little girl's power. "…The squirt's definitely a Dragon Slayer!"

Carla summons her wings and, with effort, pushes through the twist to catch Wendy's wrist. "Wendy," she says, voice level but warm, "look at me."

Wendy's gaze flickers, unfocused. The air thickens, tugging at cloaks and loose papers. Benches scrape as guildmates brace.

Erza steps in from the other side and kneels, sliding off a gauntlet so bare fingers can close over Wendy's other hand. Her presence was a wall—steady, immovable. "Eyes here," Erza says. "Calm yourself, Wendy."

"I—I can't," Wendy whispered. The twister licked higher, teasing up splinters. "Vilgax—"

"Is not here." Erza firmly stated.

Carla's grip firmed. "Breathe with me—slow. In… two… three… four. Hold. Now out… one… two… three… four… five… six."

Erza pressed Wendy's knuckles to the floorboards. "Anchor here. We are at your sides."

Carla met her eyes. "Name one thing you see."

She glanced up, catching Water Hazard standing in front of Juvia nearby.

"Water Hazard," Wendy breathes.

"And one thing you feel."

"Erza's hand."

"Good. Again—breathe," Erza said gently. "Power follows will; let it settle."

On the third breath, the funnel thins; on the fifth, it loosens, drifting down like a tired ribbon.

Natsu and Gajeel lock onto Wendy, both having felt the spike in her Dragon Slayer power.

What the hell was that?! Gajeel thought, rattled. All that from the squirt?!

Natsu's eyes narrowed. That surge… it feels like when I fought Jellal and Zero. Can she reach Dragon Force too?

Chairs scraped as everyone took stock. Steamy mist still clung to the rafters; a pair of banners drooped, soaked; many benches overturned and a many tankards spun lazily in puddles.

Juvia's cheeks burned. "Juvia is… very sorry."

Wendy ducked her head, twisting her fingers. "I am too."

Mirajane was already handing out towels. "No harm done. We'll mop and mop again."

Erza gave each girl a steady nod. "Apologies received."

Ben lifted a hand to Makarov. "Master, after the episode I'll go Clockwork and put everything back. Screens, banners, floor—the works."

Makarov waved him off with a small smile. "Don't trouble yourself. Still… I trust everyone has settled now." A mild look drifted to Juvia and Wendy, who nodded in response.

The rune spell answered with a gentle chime. Golden sigils coursed across the hall; shattered lacrima-screens re-formed, banners smoothed, water beaded up from the floor and vanished, and benches slid neatly back into place.

In an instant, all the damage was gone.

A hush of relief and a few impressed whistles followed.

"Gotta say… that's impressive," Ben said.

A soft hum rose as words knitted themselves across every screen:

"NOW THAT EVERYONE HAS CALMED DOWN, THE EPISODE WILL RESUME IN 15 SECONDS. PLEASE RETAKE YOUR SEATS."

Levy and Freed's eyes lit up.

"It can restore the hall, too?" Levy breathed.

"Incredible…" Freed murmured. "These runes never cease to amaze."

Everyone drifted back to their seats. Ben patted Wendy's back and laced his fingers with Juvia's, trying to steady her nerves—only to draw a bright blush to the rain woman's cheeks.

The runes brightened and the episode resumed.

After a tense snarl, Wildmutt dipped his head and stilled, surrendering to protect his grandpa and cousin.

Vilgax let Max and Gwen's bodies drop and strode to the Vulpimancer. He tapped the Omnitrix dial on Wildmutt's shoulder; a red flash swallowed the form and left Ben kneeling, head bowed and eyes shut in defeat.

"How noble…" Vilgax mocked.

Natsu growled as flames licked up his fists. "If I were there I would've turned that squid face into a seafood platter by now!"

"I dunno, Natsu," Happy disagreed. "This guy is really strong. Strong enough to beat Ben…"

"And how much success have you had against him, flame-brain?" Gray retorted.

"What'd you say?!" Natsu roared.

"Guys, we need to focus here." Lucy said desperately.

"Natsu…Gray…" Erza growled. "That's quite enough."

"Aye, sir!" the duo replied simultaneously, their arms slung over each other's shoulders.

"Another bad Happy impression…?" Lucy moaned, exasperated. "When will it end?"

All eyes snapped back to Vilgax as he hoisted young Ben by the shirt and strode toward his ship. On the ground, Max and Gwen were stirring; Max focused blearily on the warlord's path.

"Vilgax, no!" Max shouted. "Don't go back in there!"

Vilgax ignored the older Tennyson and sprang through the jagged breach in his ship's hull. The Chimeran Hammer rumbled and began to lift, engines whining. As it clawed for altitude, Vilgax stepped forward. "Foolish Earthling. Why would I—"

He stopped, gaze cutting to a pulsing crimson indicator as sirens wailed. "The auto-destruct launch sequence has been initiated!"

Natsu blinked. "The what?"

Ben explained. "It's a function that launches a ship high into the atmosphere and then self-destructs."

Lucy grimaced. "Why would anyone install that?"

Ben shrugged. "Can't tell you the design philosophy, but I'm not complaining."

Vilgax dropped Young Ben and lunged to a nearby console, slamming massive fingers across the interface. Blue sparks leapt from the terminal; the panel crackled and died in a wash of static.

"TENNYSON!" Vilgax bellowed. "You are the thorn in my side—"

A beam of blue energy slammed into him mid-rant, hurling the squid-faced warlord back into the console and crushing it. He crumpled to the deck. The camera spun toward the shot's origin. Ben stood there braced behind his grandpa's big cannon, a smirk tugging at his mouth.

"Guess it runs in the family." Ben remarked.

The guild erupted.

Natsu whooped. "That's what I'm talkin' about!"

Makarov's eyes twinkled, chuckling. "Indeed. Like grandfather, like grandson."

Bisca nodded, impressed. "Nice shot, kid."

Alzack added. "Surprised the recoil didn't hurt him. That weapon's something else."

Gray smirked. "Point-blank problem solving."

Wendy grinned, relief bright. "Nice one, Ben!"

Erza's approval was crisp. "Taking advantage of your opponent's distraction. Well done."

Gajeel snorted a laugh. "Way to stick it to the seafood plater, brat."

Ben dropped the cannon and sprinted for the ragged hull breach. Behind him, Vilgax heaved at a piston-like armature pinning his torso, straining to rise.

"Commencing self-destruct launch…" the computer intoned, cold and steady.

"NOOOOOOOO!" Vilgax roared.

Ben quickly activated the Omnitrix, found the icon he wanted, and slammed down the core. Emerald light flared and Heatblast appeared, jetting a plume of fire as he blasted out through the hole into open air.

Wendy clasped her hands. "Please make it—"

Erza nodded once. "Put as much distance from the ship as possible."

Juvia pressed a hand to her heart. "Ben darling…!"

Gajeel grinned. "Light it up and go."

Natsu punched the air. "Burn a path to freedom, Heatblast!"


Heatblast carved a blazing arc through the sky, surfing his own flames as Vilgax's warship flowered into a distant self-destruct above him.

Like a meteorite, he dropped into the forest gorge the crash had gouged earlier, vanishing in a burst of smoke and cinders.

Max and Gwen sprinted to the rim. As the haze thinned, Ben sat perched on a narrow column of packed earth jutting from the crater's center; he glanced back over his shoulder with a confident smirk.

Gwen crossed her arms, smiling. "Not bad for a doofus."

Ben shifted and turned to Max. "Grandpa, we need to talk."

Max smiled, then tipped his gaze skyward. Ben and Gwen followed it to see burning fragments streaked down like a curtain of shooting stars.

As the episode concluded, the guild erupted into applause: cheers, whistles, the thump of mugs on tables.

Gray smirked, folding his arms. "Gotta admit, that was pretty cool."

"I'll say." Natsu grinned roguishly. "Wish I had a cannon like that!"

"Aye, sir!" Happy chirped.

Lucy sweat-dropped. "You with a cannon…? For some reason, I don't find that to be a good combination."

Cana laughed. "Seconded."

Levy fiddled with her quill. "So… Vilgax was blown up in his ship and the day is saved."

Carla's tone was cool. "Saved, yes. But on whose ledger?"

Some exchanged looks, unsure. "How are we supposed to feel about Ben killing Vilgax?" Macao asked, brow furrowed.

Jet shook his head. "He technically didn't. Max triggered the ship's self-destruct."

Droy chimed in. "And Grandpa Max did try to warn him."

Gajeel's reply was flat. "Gimme a break. No one should lose sleep over that octopus monster dying."

Juvia nodded, her mouth thinned. "Juvia seconds Gajeel's sentiment."

Wendy glanced at Ben. "Does that mean… you, um…?"

Eyes swung back to the screen, then to Ben.

Erza turned, serious. "Ben, was that the end of Vilgax?"

Ben laughed. "No way! That explosion only set him back."

The guild gaped. "What?!" everyone exclaimed together.

Gray shot up a hand. "What are you talking about? That explosion should've killed him!"

"There's no way he could've survived that!" Natsu added, incredulous.

Ben shook his head. "There's a reason he was my archenemy, guys. He's survived much worse than his ship blowing up."

He inwardly paused. Actually, he's survived his ship blowing up twice.

Silence gathered, then widened eyes all around.

Cana let out a low whistle. "Damn…"

Erza folded her arms, thoughtful. "So this was just the opening round."

Makarov raised his mug. "Either way. You stared down a monster and didn't blink. Well done, Ben."

Juvia smiled. "Ben darling was magnificent. So brave and brilliant. Juvia is very proud."

Wendy beamed. "You were amazing!"

Ben rubbed the back of his neck. "Thanks, guys." He glanced around the hall. "Means a lot hearing that. I'm glad you're in my corner."

A soft hum threaded through the guild hall as golden runes bloomed across the screens:

"THE SCHEDULED EPISODES FOR TODAY ARE COMPLETE. EXTENDED INTERMISSION WILL NOW BEGIN. PLEASE STANDBY TILL FUTHER INSTRUCTIONS…"

 

Notes:

A/N: Special thanks to my “you-know-who” Supporters!

Goin' Ultimate Member(s): Marko

Goin' Hero Members: Home On The Picture, Clank 2662, IFeedTheZombies Grandmas Biscuits, Narinder Singh, Alamo9112, Sam sturniolo,andLooo.

Bystanders: FrenziedStar

All of your support is greatly appreciated.

With permission from Ultimate10, I borrowed some reactions from his old story's "Ultimate Fairy" Entrapment arc. I really enjoyed that story in its heyday.

With that, we've completed one of the best Original Series episodes. Vilgax was a great villain in this series and had plenty of aura. Aura that was sadly lost in the sequel series.

I may ask for permission from you the readers if you'd be okay with me making some edits to Vilgax's character and design for Alien Force/Ultimate Alien so it's more consistent with the Original Series. More details on that later.

Now that Season 1 has been completed, the next chapter will be a long intermission. After that, I'll jump into Season 2 where the truth of Max's past is reveal.

As always, I'd love to hear your thoughts—so please leave any comment or critique in the review box below. Your feedback really helps!

Chapter 15: Intermission 1

Summary:

Following the events of Secrets, the Fairy Tail guild gets a break from viewing episodes. The strange, powerful spell conjures dinner, competitions, and prizes for the guild to participate in. Some play basketball in the courtyard, others read the spellbooks from Ben's world, and a few try their hand at the new Villain Simulation room to fight the bad guys from Episode 1-13.

Notes:

(See the end of the chapter for notes.)

Chapter Text

As the episode concluded, the guild erupted into applause: cheers, whistles, the thump of mugs on tables.

Gray smirked, folding his arms. "Gotta admit, that was pretty cool."

"I'll say." Natsu grinned roguishly. "Wish I had a cannon like that!"

"Aye, sir!" Happy chirped.

Lucy sweat-dropped. "You with a cannon…? For some reason, I don't find that to be a good combination."

Cana laughed. "Seconded."

Levy fiddled with her quill. "So… Vilgax was blown up in his ship and the day is saved."

Carla's tone was cool. "Saved, yes. But on whose ledger?"

Some exchanged looks, unsure. "How are we supposed to feel about Ben killing Vilgax?" Macao asked, brow furrowed.

Jet shook his head. "He technically didn't. Max triggered the ship's self-destruct."

Droy chimed in. "And Grandpa Max did try to warn him."

Gajeel's reply was flat. "Gimme a break. No one should lose sleep over that octopus monster dying."

Juvia nodded, her mouth thinned. "Juvia seconds Gajeel's sentiment."

Wendy glanced at Ben. "Does that mean… you, um…?"

Eyes swung back to the screen, then to Ben.

Erza turned, serious. "Ben, was that the end of Vilgax?"

Ben laughed. "No way! That explosion only set him back."

The guild gaped. "What?!" everyone exclaimed together.

Gray shot up a hand. "What are you talking about? That explosion should've killed him!"

"There's no way he could've survived that!" Natsu added, incredulous.

Ben shook his head. "There's a reason he was my archenemy, guys. He's survived much worse than his ship blowing up."

He inwardly paused.Actually, he's survived his ship blowing up twice.

Silence gathered, then widened eyes all around.

Cana let out a low whistle. "Damn…"

Erza folded her arms, thoughtful. "So this was just the opening round."

Makarov raised his mug. "Either way. You stared down a monster and didn't blink. Well done, Ben."

Juvia smiled. "Ben darling was magnificent. So brave and brilliant. Juvia is very proud."

Wendy beamed. "You were amazing!"

Ben rubbed the back of his neck. "Thanks, guys." He glanced around the hall. "Means a lot hearing that. I'm glad you're in my corner."

A soft hum threaded through the guild hall as golden runes bloomed across the screens:

"THE SCHEDULED EPISODES FOR TODAY ARE COMPLETE. EXTENDED INTERMISSION WILL NOW BEGIN. PLEASE STANDBY TILL FUTHER INSTRUCTIONS…"

Gray scraped a hand back through his black hair. "'Bout time. Don't get me wrong, these episodes are great and all. But I need a break."

"Same here," Lucy said, shoulders slumping. "Especially after what happened in that episode…"

Levy nodded, tucking a flyaway behind her ear as she closed her notebook. "There's a lot that needs to be processed before any more surprises…"

"How long has it been?" Wendy asked curiously.

Freed answered. "Roughly 9 hours."

Natsu was already on his feet, chair skidding back. "Hey, if we're done, does that mean we can finally eat?"

Mirajane lifted a hand. "I can start dinner, but it'll take a little while to make enough for—"

A bright, bell-like chime cut across the hall. Everyone looked up as golden runes webbed the rafters like a net of light and then spilled downward, neat and intentional, sketching rectangular outlines on the floor. A heartbeat later those outlines filled in, wood brightening into long banquet tables that seemed to grow their own tablecloths and place settings. The scent hit first: roasted meat, warm bread, and something sweet and toasted. Beside it, a sharper bouquet—citrus, brine, spices, and a medicinal bite that reached straight into the sinuses.

"Okay, that's new," Cana said, grinning.

The spell finished its work with an elegant flourish. Two parallel rows ran the length of the hall, steaming platters and shining lids, ladles in bowls that hadn't existed five seconds ago. Closer to the bar, a third island of desserts shimmered like a caravan of sugar.

Text gathered above the spread, letters inked in patient strokes of light:

DINNER IS SERVED. PLEASE ENJOY.

A cheer rolled through the hall.

Mirajane brightened. "Well, that saved me two hours."

"Single file!" Erza called.

Lines formed—loose, talky, already drifting toward favorites.

Both tables were comfort food incarnate: glossy roasted chickens with blistered, salted skin; buttered potatoes collapsing at the nudge of a spoon; glazed carrots shining like lacquered coins; herbed rice flecked green with parsley; baskets of bread that steamed when torn; a deep clay tureen of mushroom stew; chilled bowls of crisp greens and cut fruit.

By the bar, a slate island had conjured itself for dessert: skewers in a wooden caddy, a drift of marshmallows, sleeves of graham crackers, stacks of chocolate bars, ruby-bright berry tarts, and cinnamon rolls lacquered in icing spirals.

Plates and chatter filled the room in a warm tide. Ben angled toward the line—then halted when a neat plate appeared in his hands as if conjured.

"Protein, starch, and vegetable. Everything you need, darling," Juvia said, presenting roasted chicken, a fan of carrots, and a cloud of potatoes with a gravy crater. She'd even tucked a heel of bread beneath the chicken to catch drippings. "And a little stew for warmth." Her eyes softened. "Ben darling should keep his strength."

He blinked, a smile tugging. "Thanks, Juvia. This looks… perfect."

She brightened like someone had flipped a switch. "Juvia is happy to provide."

Ben took a seat with her shadowing the seat beside him, Wendy squeezing in on his other side. As he cut into the chicken, a memory from earlier flashed—Juvia's hand slamming the table, voice fierce: "How dare she harm Juvia's future grandfather-in-law!"

He almost choked on a laugh. Future what now?

Okay, he told himself, that's a conversation for later. After dessert. Preferably while no one is around to eavesdrop.

Around them, the guild tucked in with enthusiasm. Natsu dismantled a drumstick in three bites; Gray pretended not to like the mushroom stew and then went back for seconds; Cana discovered the bread was lethal when buttered and toasted on a warming rune. Levy and Freed compared herb hints like sommeliers. Carla maintained a dignified distance beside Wendy's seat, plucking precisely the crispest greens from a salad bowl.

When the first wave of hunger receded, Ben tapped the dessert island with the back of a knuckle. "S'mores time. Who wants in?"

Hands shot up. Wendy's first. Juvia's next. Erza had immediately appeared at the station. Lucy drifted over with curious eyes; Gray and Natsu came because, well, food.

Happy zipped in a loop above the brazier. "Can I make a fish-more?"

"No," Lucy and Ben said in weary chorus.

Ben popped the lid on a tin and held up a pillowy cylinder. "Okay, so this is a marshmallow." He tore one in half; the inside stretched like soft clouds. "Try it plain so you know the flavor before we toast it."

Wendy took the tiniest bite, then the rest, eyes brightening. "It tastes so sweet!"

Juvia sampled delicately and hummed. "Sweet and airy. Juvia approves."

Erza nodded. "Acceptable."

Lucy let one dissolve on her tongue and melted a little herself. "Okay… That can be dangerous."

Gray shrugged, tossed one back, and reached for another without comment. Natsu tried to fit two at once and grinned like he'd discovered fire again. Even Carla deigned to nibble a corner; she did not smile, but she also did not frown.

Ben set up the little blue cooking flame the runes had conjured: low, steady, safe. "Rule one," he said, spearing a marshmallow, "we toast, we don't incinerate. Slow roll, keep it moving."

He demonstrated a patient rotation. The marshmallow blushed, then turned a uniform gold. He slid it onto a square of chocolate over a graham, capped it with another cracker, and pressed—molten sugar oozed just enough. "That's the sweet spot."

Wendy mimicked him with fierce concentration, tongue peeking at the corner of her mouth. Her marshmallow browned perfectly. She assembled with surgical care, took a bite, and lit up. "It's—wow! It's so soft!"

Juvia moved next. Her first attempt caught a tongue of flame and scorched. She looked stricken. "Juvia has brought shame upon the marshmallow."

Ben chuckled, easing the skewer from her fingers. "Try again. Higher over the flame; let the heat kiss it." He guided her wrist through the rhythm. This time it caramelized like polished amber. He slid it onto her graham and pressed; a ribbon of goo oozed across her knuckle.

She blinked, surprised, then smiled—small and genuine—before nibbling the edge. "Sweet," she murmured, cheeks warming for reasons that weren't just sugar.

Erza went last of the trio and treated the exercise like sword maintenance. "Consistent rotation. Even browning." She produced a specimen fit for a cookbook cover, layered it with immaculate symmetry, and took a measured bite.

A tiny, traitorous sound of delight escaped. She coughed into her fist. "Very acceptable."

Lucy's first attempt wobbled; the marshmallow tried to slide. Ben stepped in, bracing the graham while she capped it. Their fingers brushed. Lucy flushed, then hid behind a bite.

"Thanks," she managed around melted chocolate.

Ben shrugged, smiling. "No problem."

From a few paces away, Juvia clocked the moment, eyes narrowing. Rival!

Gray pretended not to care and then built two, eating both with the clinical efficiency of someone performing an experiment on himself.

Natsu jammed three marshmallows on a single skewer; they sagged like snowmen in summer and promptly ignited. He yelped, blew frantically, and ended up with a charred sugar torch. "Still good," he declared, crunching happily.

Happy hovered, hopeful. Ben relented with a compromise: a plain mallow, lightly toasted, no fish. Happy approved anyway.

Carla sniffed, but a corner of her mouth tugged upward when Wendy smeared a perfect white streak across her own cheek; Ben dabbed it away with a napkin.

"Thanks, Ben," Wendy smiled.

"S'mores are great, but they can be kind of messy. Best to keep napkins nearby."

Another soft chime rippled through the hall.

"What's going on now?" Lucy asked.

Freed adjusted his glasses, already tracking the glyph weave. "The runes are reconfiguring."

New sigils stitched themselves into being over the dessert island, and with a hush of displaced air a smaller buffet manifested beside it, crowned by three lacrima-screens that hovered over the table.

Beneath the first screen: MARINATED MEALWORMS, glistening in a citrus–chili glaze and sprinkled with toasted sesame. Beneath the second: SHEEP'S TONGUE, thin-sliced and kept warm, a neat stripe of mustard–pickle relish shining alongside. Beneath the third: SAN JU YEN PIEN, rows of capped jars with porcelain tasting cups; a discreet placard read, Remedy. Potent. Not candy.

Golden letters unfurled above the spread like banners: SEASON 1 STRANGE-FOOD SHOWCASE — OPTIONAL EATING CHALLENGES.
PRIZES PAID IN JEWELS.

Levy's eyes sparkled. "It keeps getting better. Autonomous catering, prize scripting, even rule enforcement built into the sigils… this spell is incredible."

More script stitched itself into place, crisp and tempting:

ROUND A: SPEEDWORMS  1 bowl, chopsticks only. Fastest finish wins.
1st: 30,000 J · 2nd: 15,000 J · 3rd: 5,000 J

ROUND B: TONGUE TASTER — three plated cuts, clean finish & flavor notes.
1st: 40,000 J · 2nd: 20,000 J

ROUND C: REMEDY RELAY — two-person team, one sip each without making a face.
Perfect stoic: 50,000 J team bonus.

ROUND D: JELLY JUGGLER — slice a perfect cube, carry it five steps on a spoon, then eat with no face. 1st: 20,000 J · 2nd: 10,000 J

GAUNTLET (OPTIONAL): Complete all three in sequence for a 100,000 J bonus.

Mirajane clapped once and the subtle bustle of the guild coalesced. "Challengers, form a line! Ben, would you do the honors and confirm… authenticity?"

Ben stepped to the mealworms first, hands up. "No taste test needed." He tipped the tray, letting them slide. He flicked one, "Yep. Grandpa Max's special marinated mealworms."

He moved to the sheep's tongue, eyeing the cross-grain slices. He nudged a piece flat with the knife spine. A quick sniff of the relish. "Definitely his sheep tongue special."

Finally, Ben lifted a jar of San Ju Yen Pien, cracked the seal, and green fumes rolled out. His eyes watered instantly. He coughed through a rueful grin, putting the lid back on. "Oh yeah. That's the real deal."

A wave of laughter chased the stingy vapor away.

"Thirty thousand Jewels just to inhale bugs?" Jet grimaced, leaning back. "Pass."

Cana eyed the prize board, already calculating. "For 40K, I'll romance a slice of tongue."

Gray squinted at the worm bowl. "I could suffer for it."

Natsu slapped both palms on the table. "I'll do all of it. Gauntlet me!"

Lucy paled. "You seriously want to put yourself through all that?"

"Why don't you, Lucy?" Happy asked. "Don't you need the rent money?"

"Not that badly," she deadpanned.

Erza folded her arms, calm. "I will enter the Tongue Taster. I'm opening to getting out of my comfort zone, but I will draw the lines at worms."

Gajeel jerked his chin at the worms. "Speed round's mine."

Bisca nudged Alzack toward the relay board. "We can handle 'no face.'"

Alzack smiled tightly. "For 50K, I can have no face all evening."

Wendy lifted a hand, hopeful, Carla cleared her throat. She then lowered it with a tiny pout.

Juvia stepped beside Ben, determined. "Juvia will partner with Ben for the remedy."

Ben shrugged. "Sure. I'm just warning you…that stuff is pretty strong."

"Juvia is strong too." She winked playfully.

Ben blinked and laughed. "That you are." This earned a flustered squeak from the rain woman.

Runes that served as lanes flared along the floor, sketching out three contest stations. Chopsticks appeared, sleek black lacquer. A bell chimed.

ROUND A: Speedworms

Bisca, Natsu, Gray, Elfman, and Gajeel, took their marks. A faint rune winked beneath each bowl.

"Three… two… one—GO!" Mirajane called.

Natsu launched into cyclone-shoveling like a man possessed, chopsticks whirring. Unfortunately, his technique had the grace of a tornado; half the worms shot up, slapped his cheek, and, by some perverse physics, fell back into the bowl. Gray set a metronome pace—long draw, clamp, swallow, breathe, repeat. Elfman tried to go "full manly," clamped too hard, and snapped a chopstick clean in half. He stared at the fragment, betrayed by wood.

Gajeel went dead-eyed machine mode: clack, clack, clack. Zero wasted motion, the worms vanishing in crisp, compact bites. Jet, ironically, moved too fast; three drops flashed red above his bowl and a penalty rune buzzed like an annoyed bee.

Amid the frenzy, a calm pair of hands worked with surprising elegance. Bisca's posture never faltered; her wrists turned, her chopsticks danced, her bowl emptied.

The finish-line rune chimed in sequence. Gold, then silver, then bronze bloomed overhead.

"Winner: Bisca! 30,000 J.
Second: Natsu—15,000 J.
Third… Gray—5,000 J."

A chorus of "Huh?!" rose in good humor as Bisca dabbed the corner of her mouth, perfectly composed.

Alzack looked openly starstruck. "That was… incredibly fast."

Bisca shrugged, faintly pink. "They're actually not that bad. Like a tasty snack."

Erza blinked and shook her head. "When you think you know someone…"

Natsu thumped his chest. "I could've won if chopsticks weren't so flimsy!"

Gray flicked a glance at Elfman's snapped pair. "Sure, blame the tools."

Elfman lifted the broken stick solemnly. "Sometimes, a man breaks the tool… sometimes, the tool breaks the man."

Happy patted his shoulder. "Aye, sir."

ROUND B: Tongue Taster

New plates slid onto a fresh station: three slices each, warm, a sprig of herbs and a stripe of relish. Gajeel, Erza, and Natsu stepped forward. Ben drifted over to watch, nose scrunching at the savory steam.

Erza approached like a dignitary at a banquet—clean slice, measured bite, thoughtful pause. "Tender, mildly minerally." She cut a second, compared textures, took a sip of water, and nodded once.

Natsu eyed his plate like a dueling opponent. He ate half in two determined bites, chewed, tried to be stoic, then shuddered theatrically. "It's… not bad," he said, forcing down the rest like it was a personal enemy.

Gajeel didn't editorialize. He just ate—efficient, unbothered, like this was a Tuesday breakfast. He slid the plate back with a nod.

Bisca, having already shocked everyone once, snagged a sample from the tester tray, took two delicate bites, and set down her fork. "Good salt. Second cut's a touch over." She bowed out of scoring, having already won her round.

Runes tallied. Gold and silver pulsed.

"Winner: Gajeel! 40,000 J.
Second: Erza—20,000 J."

"Ha!" Gajeel threw Natsu a grin sharp enough to cut. "Try to keep up, Salamander."

Natsu jabbed a thumb at his mouth. "I was… savoring."

Cana wandered by, snuck a slice, and declared, "Would pair with a stout," before drifting away.

ROUND C: Remedy Relay

Teams formed at once. Juvia's hand shot up the moment "teams" left Mirajane's lips and she planted herself at Ben's side like a declaration. Natsu and Gray bickered themselves into a duo on sheer inevitability. Bisca and Alzack were the picture of the calm couple.

Erza approached the guild's top drinker.

"Cana," Erza said, gesturing to her spot, "take this one."

Cana blinked. "You sure? I can smell that crud from over here."

"You have an iron stomach when it pertains to alcohol. If anyone can drink this without expressing emotion, it's you."

The brunette shrugged. "Alright… For 50,000 Jewels, I'll play along."

Mirajane uncorked four jars. The air turned putrid in the extreme, green-vapored and stern. Eyes watered and expressions recoiled.

"Nope, nope nope," Mira squeaked, immediately pinching her nose and backpedaling a step.

Cana fanned her face with a saucer. "That smell should be illegal."

Lucy gagged. "People drink this?"

Wakaba wheezed. "Kid Ben did?"

Ben shrugged, voice nasally. "Regrettably."

Elfman coughed. "A man fears nothing—except… whatever that is."

Levy blinked away tears. "So that's San Ju Yen Pien? Maybe it's a good thing it doesn't exist in our world."

Everyone in the guild hall immediately agreed.

Juvia looked at Ben. "Will Ben darling not use any of his transformations to help him?"

Ben chuckled. "I doubt even Upchuck could keep a straight face eating this stuff." His eyes then widened. "But maybe someone else can."

Mentally activating the Omnitrix, Ben was consumed by emerald light and was replaced by a humanoid comprised of navy-blue crystalline stone; his arms, spikes on his back and chest, and face were made of turquoise crystals. The Omnitrix dial sat squarely in the center of his chest.

"Diamondhead!" He turned to Juvia. "No one's more stone-faced than the guy made of partial stone."

Gray squinted. "Isn't that cheating?"

The rune spell pulsed a neat line of text overhead: "ABILITIES AND MAGIC PERMITTED IN CHALLENGES."

Erza folded her arms. "If the rules allow it, it's fair play."

Cups were poured.

Mirajane announced, "On my count—sip and swallow. No faces."

"Three… two… one—GO."

Diamondhead lifted, swallowed, locked his crystalline jaw. No blink. Beside him, Juvia raised her cup with elegant calm—like a tea ceremony in a rainstorm—and drank without the ghost of a flinch.

A clear rune chimed like crystal: STOIC.

Across the lane, the instant San Ju Yen Pien's smell hit Natsu's nostrils, he folded to the floor.

The rune buzzed MINUS.

Many in the guild couldn't help but laugh.

Lucy sighed. "Had a feeling that was going to happen."

Happy nodded. "The double-edged sword of a Dragon's great sense of smell."

Gray kept his expression schooled… then the tiniest twitch betrayed him.

The rune buzzed MINUS.

"Dammit!" Gray spat the sludge into a cup. "Ugh, that's awful!"

Cana knocked hers back like someone who'd stared down many long nights.

Erza lasted a single heartbeat before going green—eyes watering, nose crinkling—and promptly spat it back out.

The rune chimed: FAIL.

The moment the remedy touched Bisca and Alzack's tongues, their breaths hitched and their faces went the same shade. Despite valiant efforts, both hacked the liquid right back out.

"Agh! That's disgusting!" Alzack spluttered.

Bisca coughed, wiping her mouth. "I'm pretty sure dog water tastes better than that…"

The rune buzzed again: FAIL.

Results scrolled in ribboned text:

Perfect Stoic Bonus (50,000 J): Ben & Juvia.

Juvia practically glowed. "Juvia and Ben darling… perfect together."

In a green flash, Ben returned to human. He coughed once, eyes just a little shiny. "We trained… on… marshmallows."

Erza straightened, still a shade pale, and faced Cana. "I failed us. Forgive me."

Cana slung an arm around her shoulder with a grin. "Eh, don't worry about it. We'll train you up for next time."

Erza frowned. "There will be no 'next time'. I refuse to drink that filth ever again."

ROUND D: ROUND D: JELLY JUGGLER

Rules etched themselves on the lacrima-screens:

Slice a perfect cube (clean edges, intact wobble).

Carry it five steps on a spoon without collapse.

Eat it without making a face.

Prizes: 1st: 20,000 J · 2nd: 10,000 J

A long tray of jewel-bright moulds appeared, two unsettling greens front and center. The first was a pale, citrus-tinted dome with grouper flakes suspended like drifting snow; the second, a deeper bottle-green studded with neat pork-chop cubes. Beyond them: sunset-orange and suspicious sea-glass teal, fruits and… other choices… trapped like fossils of poor decisions.

Natsu eyed them from the floor, groaned, and flopped back over. "Nope… Can't stomach it."

Contestants: Bisca, Alzack, Ben, Juvia, Erza, Gray.

Mira set out tasting spoons. "Grace and guts, folks."

"Like a steady shot," Bisca murmured, blade angling low. She chose the grouper-green, drew a flawless cube—edges glass-clean—took five measured steps with zero shimmy, then a calm, expressionless bite.

The rune purred approval.

Alzack matched her pace on the pork-chop green—neat cut, strong carry—then the spoon wobbled on step four. He saved it with a deft wrist flick and took the bite, only the faintest eye-squeeze betraying him.

The rune hesitated… then allowed it with a soft chime.

Ben eyed the teal mould. "For Aunt Vera," he sighed. Clean slice, careful lift—step three squeaked—but he adjusted his center of gravity and made the line. One bite. He cringed in disgust, trying to swallow.

"Yeah... Still terrible."

The rune buzzed: FAIL.

Juvia's slice (sunset-orange) was lovely; on the carry, the wobble hypnotized her for half a second and plop—off the spoon like a sulking raindrop. She smiled, utterly unbothered, and tried again off-record, happily nibbling the remains.

The rune chimed in approval.

Erza's cube from the pork-chop green was mathematically perfect. The bite… less so. Her eyebrows twitched and face crinkled in disgust.

The rune dinged MINUS.

Erza sighed. "Curses."

Gray selected the grouper-green, cut like a sculptor, carried fine… then grimaced at the briny, bouncy texture.

MINUS.

He shuddered in disgust as the gelatin went down his throat. "That's gotta be one of the most disgusting things I've ever eaten…"

The runes updated with the round's results.

Winners flashed:
1st — Bisca: 20,000 J
2nd — Juvia: 10,000 J

Ben turned with a bright grin. "Nice work, Juvia."

Color rushed to her cheeks. "T-Thank you!" She placed her hands close to her chest. "Second place with Ben darling watching… Juvia could not fail."

The floor lights dimmed, then pulsed in a slow, heavy rhythm. Runes re-stitched into a single ring at center stage, icons flickering in sequence—worms tongue remedy gelatin. A hush fell as the beat thickened underfoot and the challenge name burned across the air:

THE GAUNTLET

Gajeel rolled his shoulders. "Load the whole thing."

Cana sauntered in beside him, eyes bright, grin wicked. "Please. I was born for questionable life choices."

Natsu jabbed a thumb at his chest. "I'm not letting Metal Mouth be the only legend here!"

Bisca tipped her hat. "I'll give it a shot."

Juvia angled toward Ben. "Will you enter, darling?"

He shook his head. "Nope. That remedy round was plenty for me."

Juvia nodded—then grimaced, a little green. "Agreed. One sip of your grandfather's remedy is one sip too many." Ben chuckled.

The contestants lined up. The guild pressed close, buzzing, a wedge of cheering faces.

Bell.

Gajeel hit the worms with mechanical precision—clack-clack-clack—bowl cleared in a blink. Tongue course: brisk, decisive; no fuss, no crumbs. He reached the San Ju Yen Pien, lifted the cup—and froze. The vapor punched straight up his Dragon Slayer sinuses. His eyes watered as he tried to gut it out.

He didn't make it.

"Guh—" THUD. Like a felled tree, he toppled backward, out cold.

FAIL (NOSE) burned in merciless red.

"Dragon Slayer nose," Gray winced. "Yeah, that tracks."

Cana was unhurried, almost lazy grace. Worms? Gone in smooth, neat pulls with the sticks. Tongue? Three measured bites, a quick nod. Remedy? She inhaled once, smiled at the challenge, and downed it like a pro tasting notes of oak and trouble. Not a twitch. Not a blink. The rune sang.

She slid to the gelatin station without breaking stride. Knife low, she drew a flawless cube from Aunt Vera's quivering neon—edges glass-clean. Spoon under, steady carry: one, two, three, four, five steps—no shimmy, no slip—then a calm, expressionless bite.

The ring flared gold around her.

CLEARED blazed in triumphant script.

"Atta girl," Mirajane laughed, clapping over the roar.

Ben blinked twice. "I can't tell if I'm impressed… or worried for her long-term health."

Natsu barreled through the worms on heart and chaos, nearly choked, rallied, slammed the tongue course like it owed him money—then met the remedy. "I won't fail this time!" he declared, pinching his nose.

One sip. Every muscle in his body betrayed him. He timbered backward, eyes rolling.

The rune buzzed him into oblivion: FAIL.

At the far lane, Bisca breathed steady at the remedy, brought the cup to her lips—then flinched as the fumes hit. She tried again, jaw set… but the smell alone had her eyes streaming. She lowered the cup with a tight shake of her head.

"I'm out," she said, hoarse.

The rune chimed, almost sympathetic: FAIL. Alzack was at her side with water and a handkerchief. "You did great," he murmured.

The music cut; the ring dimmed. Confetti motes drifted as totals spiraled overhead, chiming in crisp succession:

Cana — 100,000 J (Gauntlet Bonus: cleared all rounds)

Ben & Juvia — 50,000 J (Remedy Relay: Perfect Stoic Bonus)

Gajeel — 40,000 J (Tongue Taster — 1st)

Bisca — 50,000 J total (Speedworms — 1st Gelatin — 1st)

Erza — 20,000 J (Tongue Taster — 2nd)

Natsu — 15,000 J (Speedworms — 2nd)

Juvia — 10,000 J (Gelatin — 2nd)

Gray — 5,000 J (Speedworms — 3rd)

The rune spell shimmered as thick envelopes stuffed with money spun into being above each winner's head, sealing with a wax-gold sigil before zipping down into waiting hands.

Cana caught hers and fanned the notes with a delighted whistle. "Mama made out tonight!"

Mirajane's smile was sweet… and pointed. "Congratulations! And just think how many tabs that'll clear."

Cana's grin wobbled. "...Right. Investment capital."

Ben and Juvia's envelope hovered between them until Juvia pressed it to her heart with a blissful sigh.

Gajeel, still horizontal, had his plop onto his chest like a get-well card. Nearby, Wendy knelt between Natsu and Gajeel, hands glowing as she eased their stomachs and sinuses from the San Ju Yen Pien trauma. "Deep breaths… there you go."

Gray flipped his thin envelope between his fingers. "Only five thousand. Damn chopsticks betrayed me"

"Same here," Elfman intoned.

Happy floated over Natsu. "You alive?"

Natsu cracked one eye. "I can take any spice, any heat. But whatever that potion is… it's evil."

Lucy crossed her arms. "A valuable lesson about charging into every challenge headfirst."

"Say that louder," Wendy giggled, finishing a healing gust that cleared the last sting from Gajeel's nose. The Iron Dragon Slayer groaned back to consciousness.

Gajeel blinked, sat up, and squinted at Cana's thick wad of currency. "Huh. Guess the gauntlet was rigged for crazy people."

Cana saluted with her envelope. "Crazy pays."

Juvia slit the seal and peeked inside. "Does Ben darling want half of the winnings?"

"How about you hang onto it for us?" he said. "Figure out the best way to spend or save it later."

Juvia froze, then lit up like festival lanterns. "Juvia… will manage the household budget?" Her hands trembled as she cradled the envelope.

Ah, of course! This is a test of Juvia's fiscal responsibility before—before… She clasped it to her chest, cheeks turning rosy. Before Ben proposes! Juvia will prove she can be a prudent, reliable, utterly perfect wife. Starting now! She sighed dreamily at some invisible future wedding ledger

Ben blinked at her peculiar reaction. Why do I get the feeling she's reading too much into this?

Above the bar, glyphs stirred again, new panels blooming into crisp, friendly text as door-shaped apertures shimmered along the walls.

REST CYCLE INITIATED.

The runes gentled to a softer gold.

INTERMISSION EXTENDS THROUGH NIGHT.

RECREATION RESUMES TOMORROW MORNING; EPISODE VIEWING FOLLOWS AFTERNOON BLOCK.

PLEASE RETIRE WHEN READY.

EXIT OPTIONS AVAILABLE.

Doorways settled into familiar outlines: the guild dorm stairs, the Strauss family arch, Ben's house threshold—each framed by a faint halo of runes. A gentle chime pulsed once, like a lullaby on a timer.

Doors open to your respective homes.

Note: The outside world remains paused; you cannot interact with non-guild residents.

Circadian rhythm maintained (sleep/wake illusion calibrated).

Normal viewing resumes next session.

Freed and Levy drifted under the glow like moths to a diagram.

Levy whispered, awed, "It's spooling up individualized endpoints… chrono-sandboxed… with simulated diurnal cues."

Freed's voice dropped to reverent. "This is god-tier craftsmanship. No mortal could ever achieve a spell like this..."

"What a wild day," Levy exhaled, hugging her notebook to her chest.

Gray rolled his shoulders. "And my stomach still hates that gelatin mould crap. Never again."

Natsu sat up, recovering from the San Ju Yen Pien's overwhelming odor. "Wonder what this spell has planned for tomorrow."

"Aye," Happy chimed, "hopefully it doesn't involve any more nasty food though."

"We learned much today," Erza commented.

Cana pocketed her prize envelope with a satisfied pat. "And got richer. Night, kiddos."

Gajeel pushed himself upright, still a little glassy-eyed from the cold remedy challenge. "Alright… I think that's enough."

Wendy stifled a yawn as Carla steered her and Gajeel toward Ben's doorway. "Bed," the white feline decreed, brooking no argument as all three slipped through the same portal.

Ben turned to Juvia by his side. With everyone clearing out, he figured now was a good time to have that talk with her.

"Hey—uh, Juvia? Hang on a sec," Ben said, rubbing the back of his neck. He tipped his head toward a quieter corner near the request board. "Can we talk for a minute?"

Her eyes brightened. "Of course."

He exhaled. "Back during one of the episodes you, uh… called Max your 'future grandfather-in-law.'" A sheepish smile tugged at his mouth. "It surprised me. Not in a bad way—just… fast."

Color bloomed across her face. "Juvia became carried away. Ben darling was brave, and when that crooked bandit Rojo hurt Grandpa Max, Juvia felt… protective."

Ben didn't answer immediately, lowering his head to process everything.

Juvia folded her hands, earnest. "Juvia's feelings are real, but she understands if Ben wishes to go slowly."

"Yeah," he said gently. "Slow sounds good. I really like spending time with you." He chuckled. "But we should get past the dating stage before we start handing out family titles, yeah?"

Juvia softened, a smile blooming like sun through rain. "Juvia and Ben dating…"

Ben coughed into his hand, looking away with a blush. "Y-yeah…! Uh," he rubbed his neck. "If…you're up for it, maybe after all this mess is over, we could go on one of those."

The rain woman squealed to herself, feeling like she was going to pass out. "Y-yes! Juvia would love that," she breathed. After a beat, she dipped her head. "And Juvia apologizes for leaping ahead. She will practice patience… even if her heart is a little faster than her feet."

Ben's grin turned warm. "Deal. And for the record, I really appreciate how much you care about Grandpa Max. Means a lot."

"Then… perhaps," she ventured, eyes shy, "instead of future grandfather-in-law… Juvia may call Ben… her soon-to-be date?"

He laughed. "I can live with that."

They stood there a heartbeat longer, comfortable. They then walked together away from the Request Board where the marked doorways were for everyone's residence.

Juvia pressed the prize envelope to his hand, then back to her chest. "Juvia will safeguard our winnings until tomorrow. For budgeting practice."

"Okay. Sounds good," he said, amused. "We'll review the budget later."

"Then—good night, Ben." She hesitated, touched his sleeve—light as mist—and slipped through her portal, smiling.

Ben watched the door close, the glow dimming, and let out a breath he hadn't realized he'd been holding. "Night, Juvia."


Ben's living room settled the instant the door sealed. Gajeel stretched until something in his shoulders popped, tossed the borrowed shades onto the table, and grunted, "Metal bed's callin'," as he clomped toward the basement.

Carla, mid-yawn, paused in Wendy's doorway. "Lights out in five. Hydrate. Brush." She shot Ben a look that somehow said thank you and also don't spin the epic version tonight, then padded off to her own room.

Ben knelt beside Wendy's bed and flipped back the blanket. She'd already changed into star-print pajamas. He tucked the covers under her chin. "Sorry our mission got delayed," he said, a little rueful. "Didn't expect to detour through my origin story."

Wendy shook her head against the pillow, blue hair fanning softly. "I don't mind. I liked it." A small smile curved. "Seeing your adventures from before… that was fun."

"Yeah?" Ben felt something unknot in his chest. "Okay. Good."

Her gaze drifted, brows knitting. "Something wrong?" he asked.

She hesitated. "…Whatever happened to Vilgax?" Wendy looked up at him, curious. "You faced him after that, right?"

Ben's expression went still. "I did."

"What happened? Is he still out there?"

"…It's better you don't know," he said, voice quiet but firm.

He reached over and thumbed the lamp to a low glow, then off. "Night, Wendy."

"O-okay… good night."

He eased the door closed behind him.

In the dark, the room felt smaller. Wendy tucked deeper into the blankets, staring at the ceiling, and let the question drift with her into sleep.


Wendy dreamed of warmth.

The guild hummed: mugs clinked, laughter rolled as Natsu tried to talk around a mouthful of marshmallow. Ben leaned in, showing her how to cap the chocolate so it melted just right. She matched his hands, careful and steady, a little proud of the clean press. Then her marshmallow blackened in an instant. No flame touched it; it crisped to ash on the skewer and folded in on itself like a burnt flower.

Sound went muffled, as if packed in cotton. She looked up. Golden runes floated where they should—except one flickered red, a single angry square sputtering where words belonged.

It pulsed.

Pop.

The scene shattered like glass and reformed into a Rapid City street. Vilgax stood in the intersection—colossal, unblinking—his hands clamped around Grandpa Max and Gwen's torsos, alive but slack. In front of him, small and square-shouldered, ten-year-old Ben planted his sneakers on cracked asphalt while the Omnitrix on his wrist blinked and beeped.

Beep… beep… beep…

Wendy tried to run. Her feet sank. Tar closed over her ankles, warm as breath, heavy as fear. She strained anyway, breath hitching, fingers raking at the air as if she could knit wind into a rope.

Vilgax didn't look away from Ben. "You… or them."

The words weren't loud. They simply weighed more than anything else.

The Omnitrix beeping quickened.

Wendy dragged a knee free—only to sink deeper. Tar clutched her shins, then her thighs.

"Ben!" she cried. Smoke folded the name into itself and fed it to the sky.

Ben didn't turn. He squared his shoulders, chin lifted the way he did whenever he was about to do something brave and terrible. "Okay," he said, small but steady. "Me. Take me."

Vilgax inclined his head a fraction. He opened his hands; Max and Gwen dropped to the street.

Tar reached Wendy's waist. She fought it, helpless, tears hot on her cheeks. She wanted to roar the sky apart. She wanted to steal strength from the wind and pour it into a single blow.

Her mouth opened. Nothing answered.

Vilgax's shadow fell over Ben. One massive hand seized the boy by the back of his shirt and lifted him like a doll.

The Chimeran Hammer slid out of the clouds—vast, patient. A hatch irised open with a dull, obedient thud. Ben twisted once, not in panic—just to look back. His eyes flicked to Max and Gwen, then past them, straight through the smoke to where Wendy stood trapped.

Tar crept to her ribs. Vilgax stepped, rose, became silhouette and weight and inevitability. The hatch swallowed them. Metal sealed with a hiss that rang like a door slamming inside her chest.

"No! NOOOOO!" Wendy screamed.


She woke with a gasp in Ben's dim guest room. Her heart thudded.

Wendy sat up, pressed a hand to her chest, trying to calm herself.

The bluenette slid her feet to the floor and eased the door open. The hallway was quiet, washed in the blue glow of a nightlight. She padded to Ben's room and nudged the door with her shoulder until it gave.

Ben lay on his side, facing the wall, one arm crooked under the pillow. His breathing was slow, even. Wendy hesitated at the threshold, then crossed the carpet and lifted the edge of the blanket. She slipped onto the mattress at the far side, leaving a respectful strip of space between them, and curled up small, knees tucked to her chest.

The bed dipped. Ben's breath hitched, a drowsy murmur escaping. "Wendy… you okay?"

She nodded against the sheet. "Can I sleep in here? Just for a little."

"Yeah," he mumbled, already halfway under again. His hand groped for the extra throw at the footboard and tugged it up over her shoulders. "You're safe."

Wendy let the warmth settle. The pounding in her chest eased. She listened to the steady rhythm of his breathing, matched it, and felt her eyelids grow heavy. Within moments, the nightmare receded like a tide, and she drifted back to sleep.


Simulated moonlight spilled through the curtains into Juvia's room at Fairy Hills. An army of homemade plushies lined shelves and windowsills. Grey Matter with green button eyes. XLR8 in felt. Heatblast crafted from warm-toned yarn. Water Hazard sewn with red and black clothe. On the desk, a half-finished Ripjaws slumped against a pincushion, one fin still pinned, a skein of green thread trailing from his chest.

The plush blinked.

The bed tilted. Sheets slid. Juvia slipped into cool darkness that smelled of wet stone.

Gravel met her boots. She stood in the Limax cavern from Episode 4—heartbeat beeping in the dark, each beat answered by a wet pop. Instinct rose; she lifted a hand and called water. Droplets gathered, beading into a protective veil… then curdled, streaked with sickly green. The veil collapsed through her fingers like egg white and splashed the floor.

Juvia stared, stunned. Her water wasn't dissolving the slime creatures. Why isn't it destroying them? Isn't water their weakness?

Ahead, Young Ben's silhouette struggled inside the glow of writhing Limax. Juvia ran, yet the tunnel stretched, distance elastic. She lunged; the ground yawned into a sudden chasm. Rune-stamped slips drifted down: Time, Courage, Safety.

Each stamped OVERDUE. They melted into slime on her palms.

She willed a single raindrop into being. It hovered, perfect… until a green filament touched it and it burst to mist.

Sound drowned under a low oceanic roar. Air punched outward; her rain reversed, splashing upward across the ceiling as Limax bodies slapped into stone.

Vilgax stepped into view, towering, rods humming in his arms. He didn't spare her a glance, only seized Ben's forearm, hand wrapped around the Omnitrix.

"Stop!" Juvia hurled a torrent. It broke on him like breath.

Limax whispered from the floor.

Ju…vi…a

They slide under her hastily raised shield as if it were gauze, climbing her boots, her calves, cool and clingy. She tried to spin a vortex; the spiral wobbled and died, the way dream-punches do.

Ben craned back over Vilgax's grip, stubborn and brave. "It's okay, Juvia! I'll be okay! Just save yourself!"

The kindness rang through her. A few Limax sloughed off, but Vilgax was already gone, vanishing down a black side shaft with his prize, the deep roar receding like a tide.

Slime swelled to fill the space he left, murmuring her name. Juvia staggered, knees buckling. Overhead, droplets fell that would not heed her, each splatting into green and vanishing. She clawed forward—stuck—panic flaring.

"No! NO!" Juvia cried out desperately.

The chasm stitched itself shut; the drifting receipts bled into thin streams; the whispers faded to a damp hush.

Juvia snapped awake to rain tapping her window, breath caught in her throat—and a green thread looped tight around her fingers from the half-sewn Ripjaws on her desk.

Her right palm felt tacky.

She lifted it, bracing for slime. Not slime—just the thread, wound as if she'd gripped it in her sleep. A shaky smile. Just sewing. Just a dream.

She swung her legs over the side of the bed and padded to the desk. Ripjaws slouched where she'd left him, vacant-eyed and endearingly ugly. From a tin she fished out a smooth little button she'd painted like the Omnitrix dial.

Needle threaded, she breathed once to steady her hands and stitched the tiny dial to the plush where it would sit.

"There," she whispered, smoothing the loose ends. "Finished."

Held at arm's length, he looked absurd and perfect. She pictured a boy with a heart too big for his ribs and courage that ran ahead of sense—wading into danger because no one else would, because that's who he was.

The sting behind her eyes eased. She hugged the plush close, then tucked him against the pillow like a sentry.

Juvia slid back beneath the covers, blue hair pooling on the pillow like dark water. Rain kept its steady code at the glass. In the quiet, her mouth shaped a promise that warmed the room.

"Next time," she told the night, the plush, herself. "Juvia will reach you."


Simulated morning light spilled through the guild's doors as one portal after another chimed to life. Boots, sandals, and soft-soled slippers hit the planks in a sleepy parade.

Someone yawned; someone else answered with a louder one; Happy floated in with a muffled "Aye…" around a croissant he'd brought from who-knows-where.

Nab was already planted at the Request Board, arms folded, chin lifted like a hunter at dawn. For a full five seconds, no one disturbed him. Then his eyes brightened.

"There," he breathed. "A perfect job. Escort caravan to Hargeon, hazard pay, due tomorrow—"

A gold rune blinked over the board: EPISODIC CONTAINMENT IN EFFECT. EXTERNAL REQUESTS PAUSED.

Nab's shoulders slumped so hard his head nearly hit the flyers. "You can't be serious."

Macao sauntered past with a mug. "Shouldn't have taken you three years to pick one, champ."

Wakaba exhaled smoke rings shaped suspiciously like the word 'picky.' "At this point, even the job's given up on you."

"It has a deadline," Nab protested, pointing. "Tomorrow!"

"Which is precisely when you'd finally make up your mind," Macao said, clapping him on the back. "Tragic."

The teasing drifted with the crowd as a breakfast buffet shimmered into existence along the bar: twin rows of silver chafers breathing steam—cinnamon pancakes, thick-cut bacon, soft scrambled eggs, buttered toast soldiers, berry compote, yogurt and granola, fresh fruit towers. A second stretch delivered congee with toppings, miso soup, and a warm bread basket that refilled itself when no one was looking. Carafes of coffee and tea floated into waiting hands with polite little bows.

Mirajane leaned on the counter, dimples smug. "I could get used to this."

"Don't," Elfman said through a mountain of eggs. "Cooking is manly. But… so is eating."

"Elfman," Evergreen warned, "chew."

They drifted into seats and sunbeams, plates clinking. Ben slid in with Wendy and Carla; Gajeel prowled by, stole a bacon strip without breaking stride, and received a fork thwap from Levy in return. Juvia settled beside Ben with a small bowl of fruit and a cup of tea, the steam wreathing her hair like mist.

"So," Lucy asked around a syrupy bite, "everyone sleep okay?"

There were nods. A few shrugs.

Wendy offered a small smile that didn't quite reach her eyes. "I—I've had better."

Carla's ears tilted. "You look tired, child. Did you have another nightmare?"

"Just… a long night." Wendy busied herself with toast corners, carefully avoiding Ben's glance.

Juvia stirred her tea, gaze unfocused. "Juvia also could have slept better." Her tone was light; the fingers wrapped around her cup weren't.

Ben nudged Wendy's shoulder, keeping his voice low. "If you need to talk later, I'm around."

She nodded, grateful. "Thanks."

He glanced to Juvia. "Same for you."

Juvia's smile was soft. "Juvia appreciates Ben's concern… but she will be okay."

Ben nodded, resolving to keep an eye on both bluenettes. After how they'd reacted to Vilgax, he figured the guy was still haunting them. We shouldn't see him again for a while, he told himself. Hopefully they'll be okay until then.

Across the table, Happy counted pancakes like jewels. "One for me, one for Lucy—"

"That's not how this works," Lucy said, confiscating a stack. "You don't assign me breakfast."

"Then I'll assign you to watch me eat it."

"Pass."

Golden script spiraled down from the rafters, letters casting gentle light across the hall:

POST-PRANDIAL ACTIVITIES INITIALIZING. PLEASE ENJOY RESPONSIBLY.

The courtyard doors sighed open on their own, and beyond them the cobblestone shimmered, white paint sketched itself in clean arcs and rectangles: a basketball court blooming to life. Two backboards rose from the ground, rims springing into place, nets unfurling. A simple ball rack popped into being at the sideline, six orange basketballs settling with soft thumps.

Inside, by the Request Board, a sturdy oak bookshelf reappeared. The spines already gleamed: clothbound and leather.

At the back wall, a hexagonal doorway irised into being. Above the frame, elegant script burned: VILLAIN SIMULATION ROOM.

Erza's eyes narrowed. "A simulation room?"

Natsu lit up. "Wait! So, we can fight all the bad guys from the episodes? Awesome!"

Juvia's posture sharpened with sudden, intent focus.

Wendy also perked up, her eyes glancing over at the hexagon-shaped door. Does that mean… We could face 'him' too?

Runes formed a final banner for everyone to see:

BASKETBALL * SPELL LIBRARY * SIM ROOM — OPEN PLAY.

SEASON 2 PREMIERE IN TWO HOURS. ENJOY RESPONSIBLY.

"Two hours?" Cana perked up. "Plenty of time to make a few questionable life choices."

"Plenty of time to fight!" Natsu whooped, already sprinting toward the Villain Simulation room.

"I'm curious as well," Erza said, rising with crisp purpose and following after him.

Juvia lingered a beat, eyes flicking to the sim door; the memory of last night's dream tugged at her mouth. She turned to Ben and mustered a small smile. "Juvia will go with Natsu and Erza."

"Got it," Ben said. "I'm gonna get some dunks in." He thumbed toward the courtyard.

"Dunk what?" Happy asked. "Pancakes?"

"The rim, Happy."

With that, the guild naturally split into three groups for the activities that interested them.


Ben, Gray, Elfman, Jet, Droy, Nab, and Max Alors fanned out across the freshly conjured hardwood. Happy hovered at head-height, wings fluttering.

"First to twelve, win by two," Ben called, giving the rock a test bounce. "Make it, take it?"

"Make it, break it," Elfman grunted. He took two thunderous strides and launched… CLANG. The brick ricocheted toward the guild doors.

Jet flashed into a blur for a layup—only for a tiny hovering rune to zip beside him and chirp: TRAVELING.

Jet blinked. "Uh… What's that?"

"Traveling means you moved your feet without dribbling," Ben said, twirling the ball into his palm. "In hoops, you have to bounce the ball while you run. If you stop the dribble, you've gotta pass or shoot before you take extra steps. Otherwise, turnover."

"Ah, got it. Feet, bounce, shoot," Jet muttered.

Droy posted, shouldered space, and kissed a banker off glass. Nab, surprisingly nimble, floated to the elbow and feathered in a mid-range. Max Alors dusted a lazy crossover—sand swirling with it—and dropped a soft floater that rattled home.

Happy sprouted wings with a pop, scooped the ball, and lifted skyward. "I'm un-guardable!"

A rune zipped up to his whiskers and blared again: TRAVELING.

Happy wilted midair. "But I'm dribbling with my heart!"

"Court says no flight-hacks," Ben laughed. "Ball stays on the floor."

Happy landed, pouting. "Un-fun."

"Alright," Ben said, spinning the ball to Gray at the top. "Let's run it. Gray, set up. Elfman, screen. Jet, leak out—legally this time." Gray peeled his shirt (of course), caught, jab-stepped, and the game snapped to life.


Meanwhile, by the Request Board, a sizable group clustered around the oak bookshelf and its attached practice dais. The safety lattice glowed to life; a placard over it reminded, Names are power.

Freed selected a slim violet tome, eyes bright. "We should start with some basic, fundamental spells before attempting anything too complex."

Levy bounced on her toes. "Okay! First up, the 'Revelation' spell." She slid a brass token under a cloth. "Lucy, reveal the coin."

Lucy stepped back, book in one hand, the other extended. "Takara… uh, Doro-teen… Agh-asto?"

A pink fizzle sputtered from her palm—then a thin, eager thread of light zipped right past the cloth, arced across the hall, pinged the shelf behind the bar, and yoinked out Makarov's carefully hidden Sorcerer Weekly swimsuit stash.

Silence. Several blinks.

Makarov froze mid-reach. "Ahem. Research… purposes."

"Master!" Mirajane admonished.

Levy's cheeks pinked; she shot Lucy a sheepish grin. "Close, but you mispronounced it."

Lucy laughed under her breath. "My bad." She squared her shoulders. "Takara Doroteen… Agh-asta."

A pink thread zipped out, skimmed the cloth… then hopped and yanked up Cana's beer mug.

Cana blinked. "You thirsty, Lucy, or what?"

"N-No!" Lucy spluttered, mortified.

Freed's mouth tilted. "Precision matters. Again."

Lucy inhaled, focused on the page. "Takara Doroteen Aghosto."

On the third try, the rosy filament snapped straight to the cloth, flipped it neatly, and revealed the brass token beneath.

"Yes!" Levy snatched it up, triumphant.

"Fine control, Lucy," Makarov nodded in approval.

"Third time's the charm," Cana added.

"Next: ferrokinesis," Freed said, setting a tray of iron beads on the table.

Gajeel snorted. "Step aside. Let the Iron Dragon show you how it's done." He rolled his shoulders and intoned while glancing at a nearby open spellbook, "Vahdar avivi—mona—uh…rat…ah."

A sharp ripple of magnetism pulsed. The entire tray vaulted off the table and slapped itself across his forearm and facial piercings.

"AGH—what the—?!" Gajeel barked, trying to peel beads off his face.

Levy clapped a hand over her smile. "Breath, not bravado."

"L-let me try," Wendy offered, palms up. She focused. "Vah-far… avivi… mona… ratah."

The beads peeled from Gajeel, gathered midair, and knit themselves into a hovering iron sword.

"Uh-oh," Wendy squeaked.

The sword immediately jittered, then lunged at Gajeel with clumsy stabs. He juked left, then right. "Tch—stupid spell! Iron Dragon's Club!" His arm morphed into an iron column and he swatted the construct, shattering it into harmless pellets that pattered across the floor.

"Hehe… s-sorry," Wendy said, cheeks pink.

Freed exhaled through his nose. "Even minor mispronunciations produce major variance."

Levy lifted a finger. "Then we should start with the language before casting anything else."

Makarov nodded, pleased. "Wise. We're dabbling in power we don't fully grasp."

"Agreed," Freed said, already using a light-pen to write out the words from his tome with pronunciation marks. "Basics it is."

They huddled in and the group proceeded to study and practice pronouncing the various words from another universe.


Natsu and Erza stopped before a hexagonal door as it irised open with a soft click. Beyond lay a pristine white antechamber ringed by a dozen archways.

Above each arch, a hovering glyph rotated through terrain icons—forest, city block, scrapyard, desert—paired with villain sigils: Mechadroids, Dr. Animo's beasts, Limax, the bounty trio (Tetrax, Kraab, SixSix), Rojo, the Circus Freaks, Zombozo, Hex, Kevin, Clancy… and, at the far end, Vilgax.

A rune-panel slid from the ceiling and unfolded into a translucent board. Text rippled across it:

CHOOSE YOUR OPPONENT AT YOUR DISCRETION. SIMULATIONS MATCH REAL-LIFE POWER.

INJURIES SUSTAINED ARE REAL.

Natsu grinned, cracking his knuckles. "Sweet! If the injuries are real, then the fights gotta be intense too."

"We will proceed with caution," Erza said, steady. "Start with Ben's first threat." She stepped beneath an arch and studied its sigils, then tapped the Mechadroid emblem and selected the Forest terrain.

Her archway flared to bright amber.

"So that's how it works…" Natsu swung to the neighboring portal, tapped the Mechadroid emblem, and chose Campground.

His arch lit to match.

"Cool." Natsu commented.

A new line wrote itself in the air above both doors: YOU MAY ENTER. THE DOOR WILL REMAIN OPEN IF A RETREAT IS NEEDED.

Natsu snorted. "No way I'm retreating!" He charged straight through, vanishing in the wash of light.

Erza didn't bother answering—she agreed with the sentiment—but checked her grip, exhaled once, and strode into her portal. The white floor dissolved beneath her boots into springy pine loam and cool, flickering shadow.

The simulated forest breathed around her: resin on the air, birdsong clipped short as the simulation woke its predators. A metallic chitter rolled through the boughs. Erza set her stance, summoning a longsword in her hand.

The first Mechadroid broke cover in a blur of bronze and black. Beetle-bodied, four scissoring legs, thrusters humming under shell plates. Red lenses pulsed. A lance of red light scythed past her cheek and carved a furrow into a pine.

Erza slid right, blade flashing. She clipped the drone's front joint; the machine hissed and hopped sideways, stabilizers compensating. Two more dropped from the canopy, wings unfolding with a turbine whine. She counted their pattern in a heartbeat—one harrier, two flankers—and moved.

"Re-quip: Black Wing."

Midnight plates folded over her. Silver trim chased every edge; a high, gem-set collar framed her throat, and her scarlet hair snapped into a high ponytail with two neat bangs. Broad, layered shoulder guards, each stamped with a silver cross, flanked the collar. Behind it all, a pair of onyx wings unfurled—more dragon than dove—casting her in living shadow.

Her next step crushed a pinecone and launched her forward like a sprung arrow. The harrier spat a triple-burst; Erza slid under the first, let the second hiss through her trailing wings, and met the third with the flat of her blade, batting it into the loam in a shower of sparks.

She was already turning—one cut along the optic seam, a half-pivot to take the leg at its hinge—then a planted heel and a brutal kick. The cracked beetle spun, flared, and burst into clean light as the rune judge ticked a neutralized unit.

The flankers dove. Erza vaulted off a rock and split the gap. A backhand ripped a vent from one belly. The other slapped a magnetic clamp onto her black, silver-trimmed pauldron and drove a cutter for her throat. She caught the blade in her cross-guard prongs, twisted, wrenched the head free, then stamped through its lens. Sparks hissed off her pitch-black greaves.

The forest dimmed. Something larger shouldered the sun aside.

An Attack Robot crashed from the pines, a heavy biped that broke branches without slowing. Broad housings bulked its shoulders; a forearm split to show a rotating cannon core. Its face was a single, baleful visor.

It fired.

Erza sprang; the beam burned a trench where she'd been. Heat washed her knees. She hit a spruce trunk, ran three quick steps up bark, and hurled herself aside as a second shot split the tree in two. Needles fell like green rain.

"Re-quip: Flight Armor."

Her silhouette flashed gold, her armor switching out with a sleek, lightweight set. A cheetah-patterned top with fur trim bared her midriff; black shorts and a belted side-drape replaced any waist guard. Dark armbands hugged her arms; the left stacked with asymmetric cheetah-print armor; thigh-high stockings ran into mismatched high-heeled boots. A fur collar, swishing tail, and perked feline ears completed the set.

She went weightless, kicking into a weaving climb as a green lance screamed past her heels.

The robot tracked, methodical. She tested its turn rate with a broad arc, feinted wide, then knifed straight at its visor. At the last instant she rolled, spearing past its right "ear" and nicking a sensor mast.

The machine corrected, faster now. Adaptive.

"Fine. Re-quip: Heaven's Wheel."

Silver bloomed over her frame: a wing-tiara and feathered neck guard; a small, revealing breastplate that swept into upward-pointing feather plates at the hips; broad feathered waist plates over a long skirt; massive plated gauntlets and wing-ornamented boots. Two great pairs of metal wings unfurled behind her, each feather a blade of shining steel. Circles of swords flowered into orbit like a halo.

She pointed. The storm fell.

Blades hammered the cannon-arm's plating, driving the machine to a knee. A second Attack Robot thundered in, wrist-flail whistling. Erza crossed her forearms; the blow shoved her skimming over moss. She shed the spent swords with a thought and called fresh steel—halos refilling in a shimmer.

Two at once, then.

She dove at the flail-bearer. First pass: a clean shear at the chain's hub, flail head crashed and stuck in the loam. The robot stomped; she slid under its centerline and scored an X over the lower access panel, feeling the tremor of something vital behind it.

The cannon-bearer recovered and fired. Three floating blades slid into its barrel; the shot detonated early, blowing the forearm ragged. It reached with a grappler claw.

She didn't give it the chance.

"Circle Sword!"

Dozens of blades sleeted in layered rings, pinning the damaged arm and chewing deep into torso seams. She wheeled, wings beating once, and sent a second ring to the first robot's scored panel. Steel punched through; lights inside stuttered.

Two beats held.

Both giants crashed to the forest floor, shaking cones loose from the pines.

Erza touched down on the stump of the ruined spruce, chest heaving, sword angled down. The last smoking beetle skittered for the brush; she flicked a single Heaven's Wheel blade and nailed it to a trunk. Its lights guttered out.

Silence returned in a slow wave. The runes chimed:

SIMULATION COMPLETE. VICTOR: Erza Scarlet.

She exhaled, re-quipping back into her Heart Kreuz armor. She smoothed a stray lock behind her ear. "Not the strongest foes I've faced. But impressive for a ten-year-old boy with no fighting experience to defeat these things."


As Natsu ran through his archway, the air shimmered to dusk over gravel and picnic tables—an empty RV pad under lights. Pines ringed the loop road; a metal grill squatted beside a battered picnic table; the ghost of a campfire perfumed the wind. It was reminiscent of the Tennyson's campground from Episode 1.

A low servo-whine crawled out from the trees.

The first Mechadroid drifted into the campsite on humming thrusters—UFO-shaped, red hull with gray multi-jointed limbs unfolding like knives from beneath. A thin ring of lenses tracked him in a full circle, crimson points sliding 360 around its body. The limb-tips snapped into cutters; another pair leveled and spat thin green beams.

The gong sounded.

Natsu inhaled. Heat stacked in his lungs.

"Fire Dragon's Roar!"

The flame-tunnel raked the drone, orange pouring over its shell. It bucked in the blast, limbs flailing, and tried to lance him again. Natsu cut his roar midstream, boots gouging gravel as he burst forward. A beam grazed his shoulder; he grinned.

"Fire Dragon's Claw!"

He sprang, heel to the edge of a picnic table, vaulted (the force destroying the table), and scissored through the Mechadroid in a burning arc. Metal shrieked; it pinwheeled into the fire pit and blew apart in a puff of light.

Three more UFOs skimmed in from the pines, limbs flashing. Natsu rolled under a sheet of lasers, palmed the ground—

"Fire Dragon's Iron Fist!"

He rose like a geyser, smashed the belly of the lead drone, and sent it cartwheeling into the hook-up post. Sparks cascaded; its lenses dimmed. A second he snatched out of the air by a cutter-arm and slung into the third; both crumpled with bright pops. Not so tough.

The campsite dimmed as a shadow blotted the sun.

An Attack Robot shouldered through saplings—taller than the RV, broad-chested, humanoid upper frame riding on three insectoid legs that stabbed into the soil. Huge claws clicked open and shut. Shoulder pods irised, coughing out two fresh Basic Mechadroids that spun up beside it. The tripod legs began to whir, gathering speed until the air around its lower half twisted.

"Now we're talking," Natsu laughed.

The mini-tornado snapped tents flat and hurled hot gravel. Natsu sprinted into it, leaning against the gale.

"Fire Dragon's Wing Attack!"

Twin sweeps of flame chopped across the shoulder pods; one spawning port slagged shut, the other coughed, stuttered—no more drones. The Attack Robot's visor burned red and it fired a wide laser burst from its chest array; Natsu juked behind the bathhouse wall and the beam carved the eave to confetti.

"Hey!"

He rebounded off the cinderblocks and dove through the swirl, drilling a flaming punch into one of the tripod knees. Metal buckled; the spin wobbled. A claw hammered down; he slid inside its arc, planted both palms to the dent he'd made.

"Fire Dragon's Iron Fist!"

The chassis rang like a gong. The robot lurched, chest emitter charging again. The two freshly spawned Mechadroids darted for his flanks, cutters out. Natsu whip-kicked one into the other, slagging both in a brief fireball.

The Attack Robot's legs revved to a screaming blur; the wind sharpened. Natsu dug in, teeth bared, heat pouring off his shoulders.

"Fire Dragon's Brilliant Flame!"

Twin fireballs bloomed in his hands and merged into a roaring sun he shoved forward. The blast hammered the tripod; the spin collapsed, legs skittering grooves in the gravel as the orb detonated, washing the loop road in white-orange. Smoke boiled. Metal groaned.

It staggered, chest array flared to fire again.

The robot tried one last, blind grab. Natsu vaulted its knee, twisted mid-air, and hammered both fists down where the three legs met the core.

"Fire Dragon's Iron Fist!"

The strike drove through plating into the hub. The tripod shuddered, legs splaying, then folded as the whole frame toppled like a felled statue.

Silence rang, broken only by the tick-tick of cooling metal and the soft hiss of simulated pines.

Natsu stood in the glow, chest heaving, hair wild, grin wider than the moon.

The runes chimed:

SIMULATION COMPLETE. VICTOR: Natsu Dragneel.

He threw both fists up. "YEAH! Who's next?!"


Juvia walked into the white antechamber. Ten archways glowed along the far wall, each crowned by hovering glyphs that cycled through terrain icons and villain sigils. A translucent panel slid from the ceiling and unfurled text in clean strokes:

CHOOSE YOUR OPPONENT AT YOUR DISCRETION. SIMULATIONS MATCH REAL-LIFE POWER.

INJURIES SUSTAINED ARE REAL.

Juvia didn't slow. The dream from last night was still a cold stone under her ribs. She lifted her chin, stepped beneath the LIMAX sigil, and tapped the CAVERN icon.

The archway flared yellow.

YOU MAY ENTER. THE DOOR WILL REMAIN OPEN IF A RETREAT IS NEEDED.

Juvia frowned. "I will not be retreating."

She stepped into the light—and into damp cool, echoing dark. A limestone cavern opened around her: vaulted ceiling, slick walls veined with mineral tears, a narrow subterranean stream whispering through a trench. It was the same cavern from Episode 4 where the Tennysons had fought the Limax.

The Limax announced themselves with a soft, obscene sloughing.

A semi-humanoid blob hauled itself from a wall fissure—brown-green cytoplasm with dirty-pink organs suspended inside. Three milky eyes rolled out of different places on its face, then migrated as the face slid backward along its skull. Extra arms budded and retracted, fin-like ridges rising on its shoulders. Two more Limax dribbled from the ceiling, bodies elastically stretching to the floor. One split down the middle and rejoined around a stalagmite; another flung a ropey tendril to test the ledge.

Juvia answered by loosening into Water Body. She didn't taunt. She simply raised her right hand and traced a tight arc.

"Water Slicer."

A crescent of pressurized water lanced out and sheared through the first probing tendril, then through the torso behind it; the cytoplasm parted cleanly, cohesion collapsing the moment water threaded its structure. The Limax puddled with a sick hiss.

The ceiling-crawler dropped to smother her from above, limbs spreading to wrap her face. Juvia pivoted, palms out.

"Water Lock."

Twin spherical prisons bloomed mid-air, colliding into a single churning globe that caught the creature whole. Inside, micro-currents ripped its mass into ribbons; the wandering eyes blinked out as pink tissue unspooled. She tilted her wrist. The globe sluiced into the trench and rushed away.

A third Limax surged low, spreading wide to net her ankles. It tried to separate around her like a trap closing. Juvia stamped a pattern into the shallow flow at her feet.

"Water Nebula."

The gentle brook swelled at her command into a braided river, threads of current crossing and re-crossing until the whole cavern breathed water.

The first Limax lunged—and simply peeled off the wall, its malleable body turned traitor by the spiral flow. The Nebula caught it, combed it thin, and drew it out into pale streamers.

"Grrr–rraaahhh!" It warbled wetly as the current pulled it apart, the cry tapering into bubbles and then nothing.

Five more rose, then six, limbs splaying to climb, faces forming at their backs without turning. Two merged into a bulging mass; another slung a gob of itself across the trench that split mid-flight into skittering scouts.

Juvia's hands moved once—wide, then down—and the Nebula tightened.

Currents braided tighter, pressure building. Anything that tried to split only gave the water more edges to seize; anything that tried to merge swelled, softened, and came apart as the spiral threaded its cytoplasm into translucent ribbons.

"Shrrrkk—!" The cries overlapped—liquid, gurgling—while Juvia's current caught the fragments mid-slide and teased them to mist. Those that tried to hold shape were shaved away a layer at a time, protests thinning into hiss and foam.

The largest surged up, blotting her view.

"Wrr—AAAH—!" it howled as Juvia's nebula rose to meet it, unspooling the mass and sweeping it down the sluice she'd carved through stone.

Silence returned by degrees: the hiss slackened, the fog thinned, the cave's slow drip resumed. Juvia exhaled, lowered her hands, and the torrent gentled to a courteous whisper.

"Good night," she said.

A single chime from the runes.

SIMULATION COMPLETE. VICTOR: JUVIA LOCKSER.

"Next time," she told the space where the Limax had been, "you won't touch him."

She turned and headed back to the archway, cool and composed.


Back at the bookshelf, the study circle was still wrestling vowels and consonants that didn't belong together. Some incantations rolled off the tongue; others fought like cats in a sack. Wendy kept returning to a wind entry that tugged at her: Turbo.

She could say it perfectly; that wasn't the problem. The problem was the choreography—hands, wrists, elbows.

"According to the book, Turbo is fluid in how it can be cast," Carla said, reading over the open tome. "Two hands seems best. You summon a cyclone to catch or to cut. Cushion a fall… or, if needed, tear a target apart."

Wendy nodded and drew a careful breath. The air tickled, eager to play. She felt the spell almost catch—then a pallid green face flashed across her mind, two beady red eyes glaring like coals.

You… or them.

Her hands trembled.

Carla's ears tilted. "Child?"

"I'm okay," Wendy said quickly. She wasn't. "I… think I need the restroom."

Carla's gaze sharpened. A beat. "Very well. Don't linger."

Wendy rose and drifted toward the other side of the guild hall where the restrooms were. Once she was out of sight, she veered toward the far wall where a hex-sealed door waited.

The Villain Simulation Room.

She stared for a heartbeat, then pulled the handle and slipped into a cool white antechamber lined with archways and hovering glyphs. She closed the door behind her and let her feet carry her before doubt could change her mind.

Three archways were already in use—Natsu, Erza, and Juvia. Wendy drifted to an unused arch at the end of the corridor. Hovering icons rotated through terrain settings paired with villain sigils. Every foe Ben had faced through Season 1. Her eyes found the last icon.

Vilgax.

A rune panel slid from the ceiling and unfolded into a translucent board. Text rippled across it:

CHOOSE YOUR OPPONENT AT YOUR DISCRETION. SIMULATIONS MATCH REAL-LIFE POWER.

INJURIES SUSTAINED ARE REAL.

Wendy hesitated. Should I really do this? She started to step back—then yesterday's image surged up: Vilgax gripping Grandpa Max and Gwen, that ugly, helpless fury rising in her chest.

You… or them.

She clenched her fists. Determined, she tapped Vilgax's sigil and the Mountain terrain.

The archway flared bright amber.

A new line wrote itself in the air above the door: YOU MAY ENTER. THE DOOR WILL REMAIN OPEN IF A RETREAT IS NEEDED.

Wendy exhaled. "No turning back now."

She stepped into the light.


Moments later, Natsu, Erza, and Juvia stepped out together.

Natsu bounced on his heels, grinning. "I smoked those tin cans!"

Erza brushed soot from her breastplate. "Pesky, but dangerous in numbers." She exhaled, satisfied. "A good session."

Natsu turned. "Who'd you fight, Juvia?"

"Limax," Juvia replied, cool as rain.

Erza arched a brow. "The slime-creatures from Episode 4?"

Juvia nodded. "Juvia had some frustrations to work out against them." She didn't divulge any additional details.

Natsu scratched his head. "Wait… those were the ones that liked heat, right?"

"Indeed. Opponents you would certainly struggle against," Erza said, matter-of-fact.

"Nah! Bet I could take 'em! Just watch me, I'll—" He stopped short. "Huh. Wendy?"

Erza and Juvia followed his gaze to see Wendy slip through an open archway.

"Wendy was studying the otherworld spells, wasn't she?" Juvia asked.

"Maybe she got bored?" Natsu offered.

Erza's eyes narrowed. "Who is she facing?"

They hurried to the arch's control panel. The villain sigil pulsed once.

Vilgax.

For a heartbeat, all three went still, as if the word itself refused to land. Then they moved.

"She's going to fight Vilgax?!" Juvia's voice cracked with shock.

Erza's stomach turned cold. Wendy is not ready for that monster.

Without another word, Natsu bolted through the portal and vanished into the gold light.

"Juvia, get Ben," Erza ordered over her shoulder. "Natsu and I will try to extract her."

Juvia didn't waste a breath. She spun and sprinted for the hall.

Erza drew steel and charged after Natsu.


Wind bit at Wendy's cheeks as the world knit itself out of light: granite ledges, a knife-edge ridgeline, and pine-dark valleys yawning below. The air tasted real—grit and sun-warmed rock. She knew this place from Episode 13.

Mount Rushmore.

Her stomach dipped. The same ground where Ben fought Vilgax.

A shadow swept over her.

From the valley floor, a hulking shape vaulted upward and slammed onto the ledge ahead. The impact spider-webbed Roosevelt's brow; pebbles rattled and fell.

Vilgax.

He unfolded to full height, red pinprick eyes narrowing. He didn't speak. He didn't need to.

Wendy's knees wanted to fold—run, duck, anything—but she planted her feet. The nightmare scratched at the back of her skull.

"No… Ben didn't run from you, even at ten. So neither will I!"

She moved before fear could gel, magic surging. "Sky Dragon's Claw!"

Compressed wind ripped forward, gouging stone and raking his torso.

"Sky Dragon's Talon!" She pivoted; a heel kick detonated a tight gust against his knee.

"Sky Dragon's Wing Attack!" Twin crescents crossed like shears, kicking up a grit cloud around him.

"Arms!" Power braided through tendon and bone, a clean, cool surge. "Vernier!" Speed stitched into her calves; sight and sound snapped into razor focus.

"Sky Dragon's Crushing Fang!" She carved a drilling spiral into his blackish-red chest plate, wind throwing sparks.

"Sky Dragon's Wave Wind!" A flattening shock front boomed out; gravel hop-scotched, the warlord's stance didn't shift.

"Leading Sky Arrow!" Lances hissed from her fingertips, curving mid-flight to rake his armored flanks, stinging from offset angles to keep his guard guessing.

"Sky Dragon's Sword Horn!" Wendy launched, aura tapering to a cobalt cone; the impact cracked like thunder—only for Vilgax to hunker and let the gale shatter across him. The backlash flung her skidding; she rolled, palms burning, feet dug in, chin high.

"Armor!" A pale gale skimmed her skin, layering a whisper-thin ward.

"Sky Dragon's Talon!" She slid inside his reach, raking a crossing X of pressure cuts at the joint lines of his forearm, then slipped away on a gust.

"Sky Dragon's… ROAR!" She planted, diaphragm set, and exhaled the sky.

A twister unfurled from her mouth, a pale turbine that screamed across the ledge, ripping slabs off the mountain's nose. Gravel and dust and pine needles rocketed past her dress as the gale swallowed Vilgax in its howl. The world shrank to wind and will; she held it, held it, pushed until her lungs burned, until the edges of her vision silvered.

The Roar collapsed with a last savage rip.

Wendy staggered, hands on her knees, chest heaving.

For a heartbeat the dust boiled like a storm cloud, and her hope surged to meet it. After all of that, Vilgax had to be down. A thin, breathless laugh slipped out. I… I did it. Her knuckles whitened.

Dust roiled, then thinned.

Vilgax stood where he had been.

Unharmed.

There wasn't even any marks on his armor. He had slid back inches, no more. The red eyes fixed on her again, patient and pitiless.

Wendy's breath stuck. WHAT?! N-NO WAY!

All that—everything—and he was simply… there.

I couldn't even put a scratch on him. Am I…really that weak?! She internally cried.

The modified Chimera Sui Generis advanced in deliberate steps, each one a drumbeat. His right arm tensed as he reared back his large fist, ready to attack.

Wendy's body refused to move.

Move, move, MOVE. Her mind shrieked, but her legs trembled and locked. I…I can't.

"Circle Sword!"

Steel sang. A corona of blades spiraled in from above, raining like a silver storm. The first wave pinged harmlessly from Vilgax's plating, but the density of blades forced him to bring an arm across his face, red eyes narrowing behind a lattice of steel.

The next wave sheared into the ground around his feet, a stinging hedge that stalled his forward drive by a heartbeat.

Erza landed on the ledge between Wendy and death in a flare of wings and white steel. "Back from him!" she called without looking back.

"Natsu!" she barked.

"On it!" Natsu erupted from the side path he'd sprinted up, flame fanning from his shoulders like a cloak.

"Fire Dragon's Iron Fist!"

He drove a blazing punch into Vilgax's forearm, the one still lifted from deflecting the blades. The impact boomed across the granite. Heat licked Wendy's cheeks. For a heartbeat, Natsu's grin flashed…then died as the flame guttered harmlessly across darkened armor.

Vilgax turned his head. Slowly.

The warlord's left hand snapped out, tentacles coiling, and clamped around Natsu's wrist with pitiless force. The Dragon Slayer snarled and flared hotter. Vilgax pivoted at the hip with terrifying economy and whipped Natsu into a boulder like a flail. The rock split down the center; Natsu dropped in a rubble spray, groaning, stubborn fire already guttering stubbornly back to life.

"Wendy!" Erza dismissed her Heaven's Wheel armor in a blink and dropped to one knee beside her.

She gripped Wendy's shoulders, firm and urgent. "Wendy, look at me." She gave a gentle shake—then another, sharper.

Wendy's brown eyes stayed glassy, fixed past Erza at something only she could see.

"Wendy!" Erza's voice edged steel, but the girl didn't blink, didn't breathe deep—locked in place, unreachable.

Natsu juked left as Vilgax's fist cratered the granite, fractures racing out in a spiderweb. Shards skittered downslope. Another blow—piston-fast—sang past his ear and carved a furrow through Roosevelt's cheek. He hit palms and toes, sprang again before the backhand could swat him flat.

"Too slow!" he barked, tasting dust and copper.

Vilgax advanced without hurry, each step stamping the stone deeper. His swings made the air buck; his misses made the mountain complain. Natsu cut tight circles around him, boot heels scorching, forcing the warlord to turn, to track, to commit.

"Fire Dragon's Talon!"

He whipped in, slammed a flaming heel across Vilgax's forearm to spoil the grab, rebounded off the ridge, and climbed for height. Heat stacked in his lungs, bright and ready.

Below, the ground shifted again. Erza didn't wait to learn why. She scooped Wendy up and vaulted in a clean arc, landing on a safer ledge near the chamber's entrance. "Stay here," she ordered, setting Wendy down with a firm squeeze. "Do not move until I say."

Wendy stared, dazed, the world still ringing.

Golden light raced over Erza as armor vanished; when it cleared she wore Clear Heart Clothing, twin blades in hand. No drag, no defense—only speed and edge. One breath. Her swords thrummed.

Natsu came down in a streak. "Fire Dragon's Claw!" Flame raked Vilgax's shoulder. The titan barely flinched. His right hand snapped up, claws closing on empty heat as Natsu rolled past.

Erza was already moving—low, fast, unwavering. She slid into Vilgax's guard on the downswing of his next punch, every muscle aligned behind the cut.

"Circle—break."

Steel whispered. Her blade drew a perfect diagonal, keen enough to make the air ring. She was gone before his elbow scythed back, heels skimming granite, breath steady despite the tremor in her arms.

She cursed under her breath. "Dammit! Not even a scratch."

Natsu growled. "I've had enough of this walking calamari!"

Vilgax's red eyes cut to Erza for a beat. Natsu yanked that gaze back on purpose.

"Fire Dragon's Brilliant Flame!"

Twin fireballs flowered and fused into a single sun-hot orb. He hurled it with everything he had. The blast swallowed Vilgax and rolled on, blasting the cliff. Roosevelt's nose sloughed to rubble; Lincoln's jaw sheared, stone teeth tumbling like carts.

Natsu landed, chest heaving, sweat stinging. "How's that for a finish, huh?"

Heat bled away. Smoke thinned on a hot wind.

Vilgax stood in the scorched center, haloed by ember motes. The line on his chest still smoked, but the plating beneath had knitted into a gleaming patch.

Natsu's grin faltered. "You're… kidding me."

Erza's stance hardened. Behind her, Wendy's breath hitched behind her hand.

Vilgax flexed once. His arm rods sunk, bulking them up. He glanced at the ruined carvings as if mildly inconvenienced, then looked back at the mages.

He slammed both fists into the mountain.

Granite shuddered in a sick, bass note. A circular shockwave rippled out from his knuckles, rings across a pond, except each ring was a jagged ridge that hurled everything in its path.

Erza leapt, but the first ring caught her midair and tossed her like a doll. Natsu fared no better, flung end over end. Wendy snapped out of her daze, threw up both hands, wind flaring in panic—but the third ring still swatted her off her feet and slid her toward the entry slope.

Above, the presidents cracked like eggshells. Washington split at the brow. Jefferson slumped at the bridge. Roosevelt avalanched in slabs. Lincoln caved from the crown, the dignified faces collapsing into a single broken escarpment under rolling thunder.

Erza hit shoulder-first, rolled, and came up on one knee, blade buried to stop her slide. Natsu smashed into a ledge, bounced, and caught a spur with bleeding fingers, hauling himself back with a curse. Wendy tumbled to a stop near the doorway, vision swimming, lungs burning.

The shockwave dwindled to echoes and falling stone. Dust hung like a veil. Through it, Vilgax walked forward, arms still swollen, each footfall shaking the mountain.

His shadow fell over them.

All three looked up, shock sharpening into cold horror. This was the monster Ben had faced at ten?!


Juvia tore out of the Villain Simulation Room, boots skidding on the guild's polished floor. Heads lifted from books and plates as she sprinted through the hall, breath hitching, panic written across her face.

Outside, Gray's dribble echoed across the courtyard, shot clock ticking down as Ben dropped into a low stance.

"Game point," Gray taunted, feinting left.

"I can read you like a comic," Ben shot back.

The doors slammed open. Juvia burst through, breathless, short hair mussed and eyes wide.

"Juvia?" Ben straightened, concern flashing across his face.

"Ben, darling—Wendy!" she blurted, voice shaking. "S-she entered the simulation room… to fight Vilgax!"

Everything stopped. Jet froze mid-sprint. Elfman abandoned a rebound. Macao's pass drifted harmlessly out of bounds. Gray's ball thumped once, twice, and rolled away.

"Vilgax?!" Gray barked, eyes blown wide.

"Why would she fight him of all people?!" Happy shouted, equally shocked.

Everyone else in the courtyard was equally shocked.

"Erza and Natsu went in after her," Juvia said, worry tightening every word. "They need you now, Ben."

Emerald light immediately swallowed Ben upon mentally activating the Omnitrix. In the next heartbeat, XLR8 stood where he'd been, visor down. He didn't waste a word, just launched in a black and blue blur, streaking off the court, through the hall, and straight for the simulation room.


Stone cracked under Vilgax's feet as he loomed over the three wizards. Natsu and Erza forced themselves to their knees through ringing ears and rubbery legs; Wendy lay winded beside them, half-dazed.

"We…need to move…" Erza rasped, hauling Wendy toward her.

"Like hell I'd—" Natsu tried to stand, staggered, teeth bared.

The warlord raised his right fist, prepared to strike the trio with a lethal finisher.

Then, a black-and-blue blur rushed through the archway.

XLR8 never slowed. His sights locked onto the simulation of his old archenemy standing over his friends. Standing over Wendy with his fist reared back.

Anger swelled inside the Omnitrix bearer.

Emerald light swallowed him mid-stride.

"Humungousaur!"

While still moving at super-speed, Humungousaur increased himself to his full height of sixty-feet with armored plating growing across his body. Vaxasaurian fist drove forward and slammed into Vilgax's descending punch.

The world hit pause, then snapped.

A shockwave blew the surrounding stone apart in a growing ring, pebbles turning to buckshot, slabs of rock levering up and skidding. Erza flung her body over Wendy; Natsu hooked an arm around both and dug his boots in. Wind and dust howled past as the ground itself shivered.

Vilgax was launched. The impact hurled him across the sky in a hurtling dot that dwindled, dwindled… and winked out as a tiny star at the horizon.

Silence fell in pieces: pebbles pattering down, a last clatter of debris, the soft tick of cooling stone.

Humungousaur straightened slowly. Across the chamber, gilded sigils flared to life around the ceiling.

SIMULATION COMPLETE. VICTOR: Ben Tennyson.

Natsu stared, slack-jawed. "He… he punched him into the sky."

Erza rose, keeping a steadying hand on Wendy's back, eyes still on the place Vilgax had disappeared. "With one strike," she said quietly.

Wendy's breath came in small, shaky sips. She lifted her gaze to the towering dinosaur-like alien.

Juvia skidded to a stop at the doorway's threshold, eyes wide. "Ben!" Her shoulders sagged when she saw him standing and the others breathing. "Thank goodness!" She clutched the jamb, relief blooming into something warmer.

In a green flash, Humungousaur transformed back to Ben. He rolled his shoulder once and turned to face them, expression sober.

"You okay?" He offered a hand; Erza nodded, Natsu grunted, and Wendy pushed herself upright.

"We're fine," Erza answered, then corrected herself, "We will be. Thank you."

Natsu found his voice. "That was awesome," he blurted, then frowned at his fists. "I… I hit him with everything. It didn't even scratch him."

Ben's mouth tugged, not quite a smile. "Yeah. I get the feeling."

His gaze settled on Wendy. "We need to talk."


Later, the courtyard had emptied at Ben's request. On the far end, away from prying eyes, he stood with his hands in his pockets, jaw tight. Wendy sat on a bench with her knees together, fingers laced white.

Ben exhaled through his nose. "What were you thinking, Wendy? Vilgax? Alone?"

She flinched, then looked up, eyes shiny. "I… I wasn't thinking." Her voice went small. "I just wanted to prove… that I could protect you the way you protect everyone else."

"By picking the biggest monster on the menu?" The edge in his voice dulled, hurt more than anger. "You scared me."

"...I know. I'm sorry." She steadied her breathing. "Last night I dreamed we were making s'mores—then suddenly I was in that town from the episode."

"Rapid City," Ben supplied.

Wendy nodded. "Vilgax was there. He had Grandpa Max and Gwen captive. He said the same thing: 'You… or them.'" Her fingers tightened. "I tried to run, but the ground turned to tar. I couldn't move. Then he took you and vanished into his ship."

She pressed a fist to her chest. "When the simulation room appeared, it felt like a chance to prove it isn't 'you or them.' If I could beat him—even a fake him—maybe I could make that choice untrue."

Ben's shoulders eased. "I get it." He huffed a small laugh. "I've made my share of dumb decisions."

Wendy snorted softly. "You?"

He squinted at her, mock-stern. "Careful." Then, gentler: "But yeah. If you thought yesterday's episodes had bad decisions, just wait. There are a lot more to come. Just… don't take the wrong lesson. Don't be reckless because you saw me be reckless. Promise me."

Wendy nodded. "I promise."

"Good." Ben eased back against the wall. "And… thanks for wanting to protect me. That means a lot." He tipped her a look. "Stings a little, too."

"I'm sorry," she said—steadier now.

She scrubbed her sleeve across her cheeks. "Can we use the Villain Simulation room tonight? Start small?"

Ben nodded, a smile tugging up. "Yeah. No skipping to the final boss this time."


Across the courtyard, a small group hovered near the doorway—Natsu, Erza, Gray, Lucy, Juvia, Carla, and Happy—casting occasional glances toward where Ben and Wendy were finishing their private talk.

Natsu's eyes were still a little wild. "Squid-face didn't even dent," he said, pitching it more to Erza than anyone else. "It's like my flames had no effect on him."

Gray shook his head. "Those sims are supposed to match real power, right? So that thing was really that tough."

Erza nodded, her mouth thin. "Yes. I knew Vilgax was strong. Too strong to challenge immediately… But even I misjudged the gap."

Lucy rubbed her arms. "It makes the last episode feel different, huh? Watching it is one thing. But knowing that not even Natsu and Erza could do anything against him is another."

Natsu and Erza both lowered their heads, clenching their fists in frustration.

Ben and Wendy wrapped up and headed back.

Juvia's eyes softened. "Juvia is relieved you are both alright."

"We're good," Ben said, giving Wendy's shoulder a light pat.

Wendy managed a small smile for the group. "I'm sorry for worrying all of you. I won't do that again."

Carla's tail flicked once, but her voice was gentle. "See that you do, child. That was incredibly reckless."

Natsu blew out a breath, some tightness easing from his jaw. "I mean… I get it. I wanted to take a swing at him too. But we were getting tossed like pillows. That punch of his," he grimaced. "That was… something."

Happy snorted. "Aye. That's the understatement of the day."

"So far," Gray added. "Something tells me we'll be for even more surprises today."

Erza's gaze settled on Ben. "Your intervention was… decisive. Going from XLR8 into Humungousaur. You made it look easy."

Ben shrugged. "I've had practice. But Wendy doesn't need to fight my fights to prove anything. Neither do you." His eyes flicked between Natsu and Erza. "When it's time, we'll make a plan to fight that Vilgax simulation. Not alone."

Erza inclined her head. "Agreed."

Juvia looked at Wendy, worry still threading her voice. "Wendy, you look beat. Do you need food?"

Wendy chuckled. "I could go for a little snack."

"C'mon," Ben said, squeezing her shoulder. "We could all use something to eat."

Natsu perked right up, resolve instantly repurposed. "Finally! I call dibs on anything that's hot!"

Happy saluted. "Aye sir!"


A soft thrum rolled through the guild hall and the bar blossomed into a midday spread: steaming curry, grilled fish with lemon, teriyaki skewers, roasted root veggies, garlic rice, miso, salad towers, fresh bread that tore in perfect clouds. A dessert tier spun lazily—custard tarts, melon pan, and a neat tray of cut fruit.

"Now that's service," Mirajane said, hands on hips, pleased.

Makarov popped up on a stool with a child's delight. "This spell never ceases to amaze!"

Cana speared two skewers in one hand and a tart in the other. "For a weird rune spell, it makes delicious food."

"Meat!" Elfman declared, piling his plate.

Happy was stuffing his face, content. "The grilled fish is amazing!"

Gajeel tore through a bowl of iron bits before following up with a lemon slice.

Levy slid a bowl his way. "Try rice before metal, yeah?"

He grunted, took the rice, then added more lemon anyway.

Bisca and Alzack ate back-to-back. She raised her cup. "To unexpected prize money."

Alzack smiled. "And to not drinking that remedy ever again."

Wakaba sniffed appreciatively. "Aroma of victory."

Macao nodded, mouth already full. "Tastes like overtime."

Jet and Droy argued over the last skewer until Natsu slipped between them and nabbed it with a grin. "Finders keepers!"

"Natsu, you thief!" Jet and Droy both yelled.

Wendy picked at rice, then brightened as Ben set a small miso and orange juice by her elbow. "Thanks."

Carla approved with a dignified hum. "At least someone remembers recovery foods."

The air took on a familiar hum. Gold unfurled along the rafters like banners catching wind. Letters gathered, bright enough to paint everyone's faces.

INTERMISSION COMPLETE.

A second line spun underneath, punctuated by a soft chime. "Visual projectors will now be deployed."

A deep hum reverberated through the guild hall as shimmering magic radiated from the barrier. In an instant, a dozen translucent screens materialized around the building—some hanging in the air like floating windows, others appearing against walls and between pillars—each positioned so no matter where someone stood, they'd have a clear view.

The text changed again: "You have five minutes to prepare before the first episode for Season 2 begins."

Natsu stretched his arms behind his head, grin returning. "Round two already."

Gray rolled his eyes, but his mouth twitched. "Let's try not to pick a fight with the screens again."

Juvia lowered her head, blushing. "Juvia will try not to."

Lucy smoothed out her skirt. "I'm curious where it picks up. After everything we just saw…"

After finishing their meals, wizards went toward their respective seats across the guild hall.

Juvia drifted close to Ben, fingertips brushing his sleeve. He glanced down; she blushed, satisfied with nothing more than the contact.

As the five-minute countdown ended, every screen in the guild shimmered before a block of runes appeared across them all:

"For context, the next episode will pick up a short time after Episode 13."

Erza's gaze sharpened. "Perhaps we will finally learn Grandfather Max's history."

Levy leaned forward, her notes and quill already ready. "They keep hinting. Max's skillset. That strange base at Mount Rushmore. The weapon keyed to Vilgax. There has to be an explanation for all of it."

Cana smirked. "I expect drama."

Lucy nodded. "Answers would be nice. Who trained him? How long has he been fighting aliens?"

The runes shifted once more, the words forming crisp and clear on every screen:

"Episode 14: Truth."

A faint hum built in the air, the screens beginning to glow brighter.

Notes:

A/N: Special thanks to my "you-know-what" Supporters!

Goin' Ultimate Member(s): Marko

Goin' Hero Members: Home On The Picture, Clank 2662, IFeedTheZombies Grandmas Biscuits, Narinder Singh, Alamo9112, Sam sturniolo, and Looo.

Bystanders: FrenziedStar

All of your support is greatly appreciated.

Sorry that this chapter took a while. I was busy the last three weeks with work and Christmas activities.

Hopefully this chapter was enjoyable and worth the wait. Don't be afraid to share feedback on what you liked and disliked so I can improve my writing quality.

My next updates will be for The Starfallen Hero and The First Hero.

Anyways, hope all of you had a Merry Christmas and will have a Happy New Year. Will you see you again in 2026!