A/N: UPDATE 3-25-2019

Hello everyone! My name's Ultimate10, my real name is confidential obviously. I have decided to take the reins with The Incredible Muffin's story, "Ultimate Fairy". I was really enjoying it and I was appalled when he told me dozens of people were sending him hate mail and death threats, and added to the fact that he thought the quality wasn't good; it prompted him to quit writing it. It was a bummer and like most of you I was super ticked off at those cowardly trolls.

Well, not to worry folks, if those trolls come back and threaten me, I can guarantee it won't stop me. Those idiots flames and threats are nothing and don't intimidate me in the least.

Anyways, I have a couple announcements to make before I continue with this story.

1.) Ben's Ultimatrix will be replaced with the new Omnitrix from Omniverse; however, it will have the Evolutionary Function like the Ultimatrix does. One of the few things I do like about Omniverse is the watch's design, but I dislike the fact that he can't go Ultimate anymore. I call that a serious downgrade!

2.) The pairing will indeed be Erza and Ben later on after an appropriate amount of time. FYI, I'm doing this pairing based off the poll results Muffin had. Plus, Erza is my favorite Fairy Tail girl, so there is that.

Like with Muffin, this story will be more of an endurance run than a race, so don't expect quick updates all the time. Muffin if you're reading this, just know this is a tribute to you!

Now on with the show!

Ultimate Fairy

Chapter 1: Not in Bellwood Anymore

Part I


The life of a superhero is filled with danger, adventure, and excitement. However, eighteen-year-old Ben Tennyson was experiencing none of that today. In fact, he hadn't done any heroic work in months! As things were the most dangerous thing that could happen to him was getting a brain freeze from the smoothie he was drinking.

The state of his homeworld had changed drastically within the last several months. Things had finally calmed down not only on Earth but throughout most of the universe, save for perhaps the Anur system. The Plumbers, an intergalactic police force dedicated to preserving peace throughout the cosmos, had been granted powerful new technologies developed by the Galvan.

New weapons, new armor; basically, everything they needed to combat threats that previously required the aid of Ben and his team. It seemed the Galvan had finally begun to shake off their secretive ways when it came to their technology. There were heavy protesters on Galvan Prime, of course, but the general consensus amongst their lead scientists and military officials was that the universe needed to move forward, and they were the ones best suited to make that happen. They couldn't continue to call upon the bearer of the Omnitrix every time something went wrong.

Ben was mature enough to know this change was a good thing. There was peace, crime was down, and life was good. But still, there was a part of him that missed turning into an alien every day and fighting some criminal or giant monster. He didn't do any of his heroics for the fame; or at least, not anymore he didn't. He really just missed the feeling of helping others.

After the incident with Diagon, Sir George, and the war between the Forever Knights and the Esoterica, Azmuth had gifted Ben with a brand new Omnitrix. It was much sleeker than the Ultimatrix, as it was now only slightly larger than an average wristwatch as opposed to being a large gauntlet. It was a square, white watch with green highlights, with said highlights converging on the black faceplate to form the intergalactic peace symbol, which resembled an hourglass.

As opposed as Azmuth was to the evolutionary feature that Albedo, his former assistant, had added to the Ultimatrix, he recognized that it had aided Ben numerous times during his hero tenure and reluctantly decided to include it in his latest model. Though, he made sure to add proper safeguards to prevent another incident with the sentient Ultimate Forms.

Ben had spent the last two years unlocking new aliens with his new Omnitrix, but what was the point if he didn't even need them anymore?

The teen hero leaned his elbow on the table and took a sip of his smoothie. "Man... I hate to say it, but... couldn't somebody just try to rob a store or something? Jaywalk in the street? Anything?"

The Omnitrix wielder then sat back up in his seat, and glanced around, almost as if he were looking for signs of something bad happening anywhere in Bellwood. To his minor disappointment, he saw nothing of the sort. It was then that an idea came to Ben's mind, causing a slight smirk to cross his face.

"Man," Ben said in a pretend happy voice, "it sure is a nice day today. The sky is clear, it's nice and quiet..." He paused to look at the sky. "What could possibly go wrong?!"

Ben then took another look around but was disappointed yet again by the lack of any commotion.

"Come on, universe." He groaned. "The one time I want something to go down and you got nothin' for me? I guess things really have changed."

The jacket-wearing teen then slouched in his seat, and shook his head, internally chastising himself.

"I really shouldn't be asking for bad stuff to happen." Ben berated. "Things could be a whole lot worse. Boredom is a vacation compared to some of the stuff I've been through..."

Suddenly, Ben's phone began to ring from inside his pocket. He pulled it out and checked the caller ID, to see that it was his cousin, Gwen.

He answered his phone. "Hey, Gwen. What's up?"

"Ben, where are you?!" demanded Gwen. "Have you been watching the news?!"

The Omnitrix bearer glanced around before replying, "Kinda at Mr. Smoothie's right now, so no, not really. Why?"

"Ugh..." groaned Gwen, "because the Forever Knights are over at Bellwood Tech trying to steal something!"

Ben then heard Kevin's voice from the other end of the line.

"Some real heavy-duty stuff by the looks of it," Kevin inputted. "Wouldn't be surprised if it's some smuggled alien tech or somethin'."

"We're on our way there ourselves, but you should head there too," Gwen advised. "Who knows what this stuff is. It could be smuggled Plumber tech for all we know. You know how dangerous that stuff could be if it fell into the wrong hands."

"You're right." Ben agreed. "And with those guys, who knows what they could do with it."

"Exactly!" Gwen replied. "So hurry up get over there. Kevin and I probably won't make it in time to stop them."

"Don't worry guys. I'm on it." Ben assured, wearing a confident smile.

With that, Ben hung up, put his phone in his pocket, and reached for the Omnitrix. He tapped the black faceplate, which brought up a green, holographic ring with various alien head icons on it. He scrolled through the alien playlist until he found the icon he wanted and tapped the faceplate to select it, which caused the faceplate to slide back, and the core to pop out.

Ben slammed down the core, and in a flash of emerald light, he was replaced with a red, humanoid, manta ray-like alien with one black, lightning bolt-like stripes coming down from either shoulder and converging at the Omnitrix dial on his chest. It had yellow lips, which connected to yellow horns above his eyes that somewhat resemble large eyebrows pointed upwards. The alien spread his arms wide, revealing yellow patagia under them.

"Jetray!" the alien yelled.

Jetray crouched low, and then took off into the air. He stopped several meters high and immediately headed for Bellwood Tech.

'Guess I'm gonna get what I asked for after all...' thought Jetray.

After a few minutes of flying, Jetray had made it to Bellwood Tech. Once there, he looked down into one of the many parking lots to see several men, all in the traditional Forever Knights armor, struggling to move a large, wooden crate into the trailer of a truck.

"A crate that big? Maybe Kevin and Gwen were right about it being stolen tech." the teen hero grinned slyly. "Looks like it's that time again..."

Jetray dove downward, toward the armored men, and halted once he was about two meters above them. His eyes then began to glow green until he fired a neuroshock blasts, directly taking out the men on either side of the crate, causing it to fall to the ground with a loud thud.

The rest of the Forever Knights turned to the sky, now fully aware of Jetray's presence, and prepared their weapons. Some even had red energy-based maces, shields, and swords. It seemed that they managed to salvage some of their own tech after their intense battle with the Esoterica a couple of years ago.

Jetray simply smirked and slapped the Omnitrix dial on his chest. In a green flash, Jetray was replaced by a twelve-foot-tall, red-skinned humanoid with four arms and four green eyes. It wore a black, sleeveless shirt with a green stripe down the center. It also had black, fingerless gloves on all four hands, each attached to a green cuff on his wrists. The Omnitrix dial rested on the green and white belt around its waist.

"Four Arms!" He yelled in a deep, raspy voice.

The Tetramand fell to the ground and shook the ground as he landed, causing many of the knights to flinch momentarily.

"It's Hero Time!" Four Arms proclaimed.

Without a moment's hesitation, the remaining knights charged Four Arms with their energy-based weapons raised, letting out battle cries as they did so. One knight swung his sword at Four Arms, only for the Tetramand to grab the man's arm with his own upper left arm, take the sword from the man with his lower right arm, and punch him in the face with his upper right arm, effectively rendering the man unconscious.

Two more knights tried to lunge at Four Arms from either side, but the latter used the knight he was already holding as a bat of sorts, and swung him into the knight on his left, and then into the knight on his right immediately afterward.

"Come on, guys." Four Arms groaned. "This is just sad. Don't tell me you've gotten this sloppy in only two years."

The four remaining knights then charged Four Arms head-on, much to the Tetramand's disappointment.

The Tetramand sighed. "Guess you really have..."

He spread all four of his arms out wide, and after a moment, slammed them together with an immense amount of force. Doing so created a shockwave the sent the four men flying straight into the wall of the building they had taken the crate from, all of them now unconscious.

Four Arms stood over his defeated adversaries with his upper arms folded, and his lower arms placed on his hips. Needless to say, he was disappointed at how easy it was to defeat them. Ben has had numerous scuffles with the Forever Knights in the past, but never had they been that disorganized and simpleminded.

"Can't imagine what they'd want with Plumber tech if they can't even use their own gear properly." Four Arms mused.

He then placed his lower right hand on his Omnitrix dial, opening its built-in communicator, and began to speak into it.

"Hey, Gwen."

"Ben? Is that you?" asked Gwen.

"Yeah, it's me." the Omnitrix wielder complied. "Just calling to let you guys know the Forever Knights are taken care of. Whatever they were stealing is safe now."

Ben heard Gwen sigh over the phone, relieved that a potential crisis had been thwarted.

"Nice work, Ben." Gwen praised. "And sorry we couldn't be there to help. Kevin and I were on the other side of town when we found out about it."

"And since my car was trashed, we had to take the bus, Tennyson," Kevin grumbled.

Four Arms simply groaned and placed his upper left hand over his eyes in frustration.

"How long am I gonna have to keep saying I'm sorry about that, man?" Ben said.

"Until you can get enough Taydenite to afford me some Talpaedan impact resistant metal, some Amperi electric insulation, some Pyronite wax for extreme temperatures, and some-"

Unwilling to continue listening to Kevin ramble on and on about his demolished car, Four Arms removed his hand from the Omnitrix dial, thus hanging up.

"He's never gonna let me live that down, is he?" Four Arms commented, lightly shaking his head.

Four Arms then noticed something. He glanced slightly to his left, to see a man peeking out from the doorway the knights had come out from. After looking to see if everything was fine and the danger had passed, the man exited the building and began to approach Four Arms. The man appeared to be middle-aged, and he was wearing a white lab coat. He had a trim beard and glasses. Overall, the man's appearance screamed "scientist."

"Oh, thank you, Mr. Tennyson!" the man yelled in a relieved tone.

Once the man reached Four Arms, he proceeded to shake each and every one of the Tetramand's hands in rapid succession.

"Thank you so much!" the scientist said. "The thought of what those miscreants could do if they had misused my device..."

"Uh, no problem..." Four Arms replied. "Wait, your device? I thought this box was full of stolen Plumber tech."

The man simply looks up at Four Arms, confused by the alien's statement.

"Plumber tech?" the man echoed. "Whatever gave you that idea?"

"Well, I..." He rubbed his neck sheepishly. "Heh... Nevermind..."

The man continued to stare at Four Arms for a brief moment, before shaking it off and resuming his grateful demeanor.

"Regardless, I can't thank you enough for stopping those thugs from making off with my device." He declared.

"It was nothing, really." Four Arms dismissed politely. "I'm just glad I could help out."

The man's eyes then widened slightly, before he smiled once more.

"Oh, where are my manners? I am Professor Emil Hamilton." He gestured to the building. "I've been using this lab space to develop the machine that you prevented from being stolen."

Four Arms nodded and smirked. "Nice to meet you"

Professor Hamilton then seemingly had a realization and rushed over to the crate, inspecting it all over to see if the crate itself was at all damaged. After a moment of this, Four Arms approached the man and the crate.

"So, what is it anyway?" inquired Four Arms.

Hamilton turned to the Tetramand and replied, "It's a...well... It's somewhat difficult to describe..."

Hamilton then took a look at the still-unconscious Forever Knights, and then looked around the entire area, as though he were making sure no one was listening for some reason. After a brief moment, he turned back to Four Arms.

"Perhaps it's best if we discussed this inside?" He suggested. "I don't suppose you could help me bring the device back into the lab, by any chance?"

"You couldn't have asked a better alien, doc." Four Arms smirked.

The four-armed alien stepped toward the crate, crouched low, and lifted it with his upper arms on the sides, and his lower arms holding the bottom.

"Oh, please do be careful! It's a very delicate machine!" Hamilton exclaimed frantically.

"No need to worry. I got it." Ben assured.

"Thank you again." the scientist replied.

Hamilton led Four Arms inside the lab building, which was a large, mostly white and light gray space containing a small booth with large, glass windows sectioned off from the majority of the room. The booth looked like it was to protect against any unpleasant accidents that might occur in the lab, and had computer equipment inside of it, below the windows. The larger portion of the room was mostly empty, save for a few wooden tables off to the side, and several long cables running from a wall to roughly the center of the room, all of which weren't plugged into anything other than the wall.

"Place the crate in the center, if you please," Hamilton said.

Four Arms strolled to the center of the room, making sure to avoid stepping on or tripping over the many cables strewn about and gently placed the crate on the floor. He then opened the crate, upon Hamilton's request, and placed the four wooden walls of the crate to the side of the room, out of the way, and turned back to the odd machine that was previously inside it.

The device was peculiar, to say the least. It was a silver cube, about four feet in all directions. It had a socket of some sort on one side, seemingly matching the shape of the plug on the cable lying on the floor next to it. On the opposite side were a screen and keyboard, though Four Arms had no idea what they were for. On top of the cube were what appeared to be three solar panels. Needless to say, Ben was curious, especially considering that the professor didn't feel comfortable discussing it outdoors.

Four Arms tapped the Omnitrix dial on his belt and turned back into Ben as he continued eyeing the machine.

Ben turned to Hamilton and questioned, "So, what is this thing exactly? It's nothing bad, right?"

"Oh, no, no, not at all!" Hamilton answered, waving his hands. "In fact, this device could prove to be one of, if not the, greatest scientific development of all time!"

Ben's eyes widened slightly when he heard that. Something greater than the new Plumber tech, or even the Omnitrix? And created by a human, no less? This, Ben had to see.

"So, what exactly does it do?"

Excited to see that the Ben Tennyson was so interested in his device, Hamilton assumed a slightly more proud demeanor as he proceeded to explain.

"This is what I call the 'Quantum Displacement Generator' or QDG for short." The professor explained. "With some assistance from a Galvan acquaintance of mine, Niffum, I've designed a machine that could finally prove the Multiverse Theory, once and for all!"

Ben scrunched his brow in thought, trying to remember where he had heard that "Multiverse Theory" term from.

"'Multiverse Theory'..." he repeated, tapping his chin in thought. "I know I've heard that somewhere before..."

"For one as well-traveled as you, Mr. Tennyson, I'm sure you have." Hamilton asserted. "The Multiverse Theory is the theory that there is an infinite number of universes in existence. Some are nearly identical to our own, save for the slightest detail, while others are so radically different that we may not even be able to comprehend them."

The gears in Ben's head finally clicked as he remembered how he knew of this "Multiverse Theory." Two years ago, he had traveled to another universe himself. While there, he befriended a boy his age, named Rex Salazar, who had the ability to produce amazing machinery from his limbs using something called the Omega-1 Nanite. Ben had helped Rex avert a worldwide crisis in the latter's universe by defeating what was known as the Alpha Nanite, which was an insane, yet highly intelligent nanomachine that attempted to bring an end to the human race on Rex's Earth. Ben mentally slapped himself for forgetting about that. It was such a bizarre experience, so how could he?

"Now I remember..." confessed Ben.

"Yes. I was sure you'd know of it. Anyway, I developed the QDG as a probe of sorts, to travel to another universe, collect as much data as possible, and hopefully return." Hamilton explicated.

Ben cocked a brow. "Hopefully?"

"Ah, yes, well... the device is still untested, unfortunately." He continued. "I have yet to actually discover a way for the QDG to return safely to our own universe."

"I see..." the Omnitrix wielder replied. "Can't help but wonder what the Forever Knights would want with something like this. They're not exactly fond of exploring new frontiers."

"Hmm... perhaps they wanted to repurpose the device as some sort of weapon?" suggested Hamilton. "Though, I can't imagine how they could manage something like that..."

"People like the Forever Knights can find a way to turn anything into a weapon. I'm just glad we don't have to find out what they could've done with it." He then turned to Hamilton and smiled confidently. "But anyway, don't worry. It's out of their hands now, and I'll see to it that it stays that way."

"Thank you, Mr. Tennyson. This machine is irreplaceable. Now, I'll need to run some diagnostics, to make sure those medieval hooligans didn't damage it. If you wish to keep the QDG safe from harm, could you perhaps remain here while I check on everything?" Hamilton requested.

Ben simply nodded in response, much to the professor's relief. Hamilton then plugged the cables on the floor into the machine, and rushed over to the booth to the side of the room, leaving Ben to eyeball the device with curiosity. Was this cube really supposed to travel to other universes? It looked relatively simple on the outside.

'I guess Hamilton and his Galvan buddy didn't put much stock in creativity when it came to this thing's design.' Ben thought.

For several minutes, Hamilton was hard at work in his computer booth, typing away madly on multiple keyboards and trying to see if his invention was fully intact.

Suddenly, one of the many screens in Hamilton's booth began to flash red, with the words "Quantum Displacement Randomization Sequence Initiated" in big, flashing letters. Hamilton's eyes immediately grew wide with terror as he attempted to type something into the primary computer. However, he was only met with every single screen in the booth flashing with the same screen as the first one.

"No... No, no, no! This can't be happening!" Hamilton shouted, distressed. "I know with one-hundred percent certainty that I took preventive measures against any possible triggers for spontaneous displacement! Unless..."

Hamilton's eyes shot open in horror as he looked to the machine in the center of the room. It was merely rumbling softly at the moment, but Hamilton knew what that meant. Ben, on the other hand, did not.

Ben turned to Hamilton and pointed to the machine. "Hey, uh...is it supposed to do that?"

Since the booth was soundproof, Hamilton grabbed a microphone inside the booth and spoke into it in a frantic voice. "The Quantum Displacement Randomization Sequence has been initiated! You have to get away from the machine, right now!"

Ben's expression turned from one of mild concern to extreme shock. He reached for the Omnitrix to turn into Fasttrack, but before his hand could even reach the faceplate, an intense white light engulfed the room from within the cracks of the metal plates of the QDG, effectively blinding both Ben and Hamilton.

"No! Don't tell me it's..." Hamilton trailed off as he shielded his eyes.

After a moment of shining brightly, the white light disappeared in an instant, much to Hamilton's surprise. The professor opened his eyes, only to find a most horrifying sight. Both the QDG and Ben Tennyson had vanished!

"Oh no..." Hamilton's eyes widened as he trembled in horror. "What have I done...?"


Ben's eyes began to slowly flutter open as he groaned in discomfort. Whatever had just happened had certainly put his innards through the wringer, that's for sure.

He placed his hand on his forehead. "Ugh... I feel like my stomach just switched places with my liver."

After a brief moment, Ben's eyes finally adjusted and allowed him to open them completely. Once he did, he struggled to sit up straight, as he had been lying on his back, and began to take in his surroundings. He saw that he was now in a lush, green forest, as opposed to a pale, white laboratory.

"What...? A forest...?"

Ben continued to look around, confused by this turn of events. Where was he?

"But how?" he wondered. "I was in the lab just a second ago, right?"

The Omnitrix wielder then placed his hand on the ground and used it to help himself stand up. He dusted himself off and took another good look at where he was, still just as confused as before.

However, it was then that Ben remembered what Professor Hamilton had said to him. He told the Omnitrix bearer that his device, the QDG, was designed to travel to other universes.

Ben eyes widened from realization. "No...no. No way...! Don't tell me that thing sent me into another..."

He was beginning to panic until he turned around and saw the QDG sitting a few meters behind where he once lay. Unwilling to believe the realization he had just come to, Ben whipped out his cellphone and checked for the reception.


Those two things were all the proof Ben needed. His cellphone had been upgraded by Kevin to be able to connect to the Plumber intergalactic network, providing him reception from nearly anywhere across the Galaxy – save for some deadzones here and there. With that said, his hypothesis was right on the money; much to his dismay.

Ben then turned back to the QDG with an angry expression plastered on his face.

"Oh, no, you DID NOT!" he yelled.

Without a second's hesitation, Ben reached for the Omnitrix and activated it. After finding the icon he wanted, he tapped the faceplate and slammed down the core. In a flash of emerald light, he was replaced by tall, black and green, a blob-like humanoid that appeared to be made of circuitry, which was further emphasized by the green and black, circuitry-like patterns all over its body. On its head was a green circle, and on its white chest was the Omnitrix dial.

Upgrade wasted no time in marching over to the machine, an angry aura about his visually emotionless features.

He pointed at the machine as he stated, "You and Upgrade are gonna have a serious-"

Before Upgrade could even finish his sentence, the machine began to emit another powerful, white light, blinding Upgrade completely. Just like before, after a moment, the light abruptly disappeared. When Upgrade regained his optical awareness, he was flabbergasted to see that the QDG was now gone.


Upgrade's finger twitched as he stammered incoherently to himself, the circle on his face flashing whenever he emitted a sound. This continued for a brief while, until...

"...You...have got to be KIDDING ME!" he shouted.

Upgrade grabbed his head out of frustration and fell to the ground on his back. He looked up through the trees of the forest that he was now stuck in, still trying to process what just happened.

"I just had to ask for something, didn't I?" Ben complained. "I just had to do it..."

The Galvanic Mecamorph removed his hands from his head and laid them on the grass as he continued to speak aloud to himself.

"What am I supposed to do now?" he asked no one.

Before Ben could come to any kind of resolution in his mind, he noticed a rather large shadow looming over his laid-back form. When he tilted his head back, he saw something extremely bizarre.

It was an incredibly large, gorilla-like creature. It had a lavender chest and face, with a similarly lavender cone sticking out from the top of its head, and noticeably long ears and chin to match. It had green fur all over its body, save for its legs and tail, which were a darker shade of green, and the pink, heart-shaped symbols on its shoulders and arms in a line pattern.

"I'll tell ya what you can do." The gorilla creature sneered. "You can get off my turf before I smash your blobby little face in."

"Giant talking monkey? Yep, it's official. Crazy alternate universe." commented Ben.

"What'd you call me, ya little punk?" the ape-like being growled, visibly angry.

Upgrade sat up straight, stood up, and turned around to get a good look at the creature addressing him. He had seen many bizarre-looking creatures in his hero tenure, mostly Dr. Animo's mutant creations, but this creature was certainly up there.

"I hope you're not tryin' to pick a fight with me, monkey..."

The gorilla-like beast then leaned into Upgrade and got right in the Galvanic Mechamorph's face, all the while having an overconfident air about him. "Oh yeah? And what if I am? What're you gonna do about it?!" he retorted.

The circle on Upgrade's face began to glow green, with the light growing brighter by the second.


With that one word, a green laser fired from Upgrade's face, directly into the gorilla beast's face, causing the creature to stumble back and grasp its face in pain with its giant, lavender hand.

"OW!" The ape creature shouted. It pulled its hand away from its face and glared at Upgrade. "You little runt!"

The gorilla-like creature reared back its right arm and sent a powerful punch directly at Upgrade. However, the Galvanic Mechamorph simply used his gelatinous body to his advantage and created a large hole in the left side of his body where the beast's fist would've struck him.

"What the...?!" the forest creature uttered, dumbfounded.

Upgrade reformed his body. "Well, since you're so eager to go around starting fights, I might as well oblige you and let out some of this pent-up frustration I've got!"

The Galvanic Mechamorph then wrapped himself around the gorilla creature's left leg, much to the latter's confusion and dismay, and oozed his way up to the beast's left arm. The giant ape grabbed onto Upgrade and tried to pull him off, but to no avail. The technorganic alien's grip was simply too strong for that.

"Get off me!" the beast yelled.

"Nah, I think I'll stick around." Ben quipped.

Upgrade proceeded to blast another optic laser at the beast's chest, causing it to yell out in pain. The Galvanic Mechamorph then blasted him with another one on his left arm, and another on his right. He continued blasting the ape with multiple lasers all over its body.

The ape creature continued pulling on Upgrade's blob-like body, despite the barrage of lasers. Eventually, with a tremendous display of strength, the beast finally yanked Upgrade off of him and threw him to the ground before him, but Ben easily caught himself.

"Y'know what," said Upgrade, "I think I should actually thank you. I feel way better now!"

"Why you...!" the beast snarled.

The gorilla then lifted its humongous arms above its head and prepared to slam them down on Upgrade. However, before the beast could do so, Upgrade slapped the Omnitrix dial and turned into a twelve-foot-tall, humanoid dinosaur with brown, reptilian skin, and a tan underbelly and underarms. Its hands had no claws, nor did its feet. The Omnitrix dial was displayed on the center of its chest.

The gorilla creature could only stare up at his new, gigantic adversary, confused and dumbstruck, with his arms still frozen above his head from pure shock.

"Humungousaur!" He roared and then glared back at his opponent. "Picking a fight with me was a humongous mistake...!"

Humungousaur then reared back his giant left fist, and sent it flying straight for the still-dumbstruck monkey's face and sent it spiraling into the sky, and far away into a deeper section of the forest.

"Man, what a joke..." Humungousaur sighed.

The Vaxasaurian simply let out a deep sigh, staring at the grassy ground below him as he thought aloud to himself.

'What am I supposed to do now?' Ben pondered. 'My only way out of whatever crazy world this is just disappeared.'

Humungousaur looked to the sky, still in deep thought. He was right. He was now, without a doubt, in another universe, and the only immediate method he knew of to get back to his own world had vanished right before his eyes. He was essentially stranded.

The teen hero looked around before murmuring, "At least last time I ended up in a city, not some forest. I can't make heads or tails of anything around here."

It was then that Humungousaur let out another sigh, and slumped his shoulders. A second later, he lifted his head and began to look around intently. The way he saw it, he wasn't getting anywhere standing around wondering what to do. He then covered his eyes with his right hand and raised his left hand. He scanned his pointer finger over the one hundred eighty degrees in front of him, and stopped abruptly, pointing to a random direction in the forest as he uncovered his eyes.

"Guess I might as well go this way," Humungousaur said. "Nowhere better to go..."

With that, Humungousaur headed off into the depths of the forest. He had no idea which way to go, so this direction was as good as any other. He decided to remain in his current form for the time being. If that monkey came back, or something else dangerous found him, he wanted to be ready for it.

As the Omnitrix bearer continued to trek through the forest, he had plenty of time to think. He had to admit, as annoyed as he was that his only means of getting home had disappeared and that he had been attacked almost immediately by some arrogant gorilla, he was a small bit curious to see what exactly this world he had ended up in was like. The last alternate universe he visited was certainly interesting, to say the least. Perhaps this one would be as well. There was no use in worrying about what was outside of his control. The only thing he could do now was press on, and hopefully, find someone hospitable in this world.

After walking for a while, and no signs of any intelligent life, Humungousaur was beginning to wonder if he had perhaps picked the wrong way to go until suddenly, he heard something off in the distance. It sounded like someone yelling, but other than the direction it was coming from, he couldn't make out anything more than that.

"Huh. Guess I picked right after all." He remarked.

Humungousaur made his way toward the sound of the yelling, and it grew louder as he approached it. After a couple of minutes of following the sound, Humungousaur spotted a clearing up ahead in the trees. However, that wasn't all he spotted.

In the clearing, there were at least thirty-or-so men, all of whom wearing brown and tan garbs with hoods, wearing leather armor, and holding various medieval weapons, such as swords, axes, maces. It was pretty clear that these men were thugs, simply by the way they presented themselves. Humungousaur thought it was a bit odd for people to use such outdated weapons, but then again, he had just recently come from fighting people using the same kind of weaponry, albeit energy-based. Judging by the way the men held them, it looked like they knew how to use them too, unlike the Forever Knights.

Even still, that wasn't all he saw through the clearing. In between a gap in the group of hooded men, were three individuals. They were the truly strange thing about this whole scene, without a doubt. One of them was a young girl, likely around Ben's age, with shoulder-length, blond hair, tied in a ponytail to the right side of her head with a blue ribbon. She wore a white, sleeveless shirt with blue highlights, and a blue cross down the center of it, intersecting at her chest. She also wore a blue skirt and had a brown belt around her waist, which had a black whip and key ring on it. The key ring had eight keys on it, four of them being gold, and the other four being silver.

Another one of them was a young man with spiky, pink hair. He wore a blackish vest with a gold trim, which was both open and sleeveless, revealing well-muscled arms and chest. He also wore white, knee-length pants that seemed to be tightened to his legs by black cloths. He also had a scarf around his neck that bore a scale-like pattern. The strangest part yet about this individual was the fact that his right hand, which was clenched into a fist, was engulfed in flames! However, the pink-haired boy seemed to be perfectly fine. More than fine, as a matter of fact; he seemed excited, as he had a wide, toothy grin plastered on his face, with a look in his eyes that was practically itching for a fight with the thuggish men surrounding him.

The third and final member of this odd trio was the strangest one of the three. It was a small, blue, humanoid cat. It had a white underbelly and wore a pale green knapsack around its neck and over its back. The part that stood out most to Humungousaur was that this already-bizarre blue cat had small, angelic wings sprouting from its back! It was using said wings to fly at head-height with its two companions and was also wielding what looked to be a large fish with the bones from its center area picked clean.

Humungousaur hid behind a heap of bushes and trees, large enough to hide a twenty-foot-tall alien dinosaur, surprisingly. As he looked out into the clearing, he could only blink at the strange sight before him.

"Hahahaaa!" the pink haired boy laughed. "Alright, yah hood-wearin' punks! I hope you like barbeque, 'cause I'm about to cook all of yah like smoked fish!"

"How many times do I have to tell you? Everyone knows you make smoked fish with smoke, not fire." The blue cat countered.

The salmon-haired boy turned to the cat with an annoyed expression. "Get off my case, furball!"

'A flying, blue cat that can talk? Not really sure if I've seen much weirder than that.' Ben thought.

"You really think we're gonna lose to a couple of kids and their cat?!" one of the hooded men mocked. "You must be dumber than the rumors make you out to be, boy."

With that, the pink-haired boy whipped his head back around to the hooded man who had just spoken up, his eyes filled with anger.

"WHAT'D YOU SAY?!" he yelled.

Humungousaur couldn't help but notice that when the pink-haired reacted angrily to the hooded man, the flames around his fist grew slightly larger and brighter.

"You jerks must be used to robbing from helpless travelers..." The blond girl then pulled a golden key off of her key ring. The key was odd, in that its blade was shaped like a battle axe. "...otherwise you'd know that threatening wizards is a stupid mistake! We get paid to bring you in whether you surrender or not, so why don't you just do yourselves a big favor and give up?!"

'Wizards...?' Ben blinked. 'What the...? Well, I guess that explains the whole fire-hand thing...'

One of the thugs stepped out from the group and pointed at the trio angrily, holding his mace in his opposite hand. "Take 'em down!" he shouted.

With that one order, the shouting man and three more hooded goons began to charge the pink-haired boy. Not that he was concerned. In fact, if anything, he looked even more excited than before.

"Oh yeah!" the pyromaniac wizard exclaimed. "I'm all fired up now!"

Suddenly, the pink-haired boy leaped high into the air. Much farther than Humungousaur thought a human was capable of and wreathed both of his arms in intense flames.

"Fire Dragon...WING ATTACK!" he shouted.

The boy then swung his arms in circles, each swing increases the intensity of the flames, and then swung both of his arms at the four charging thugs, causing the ground below them to erupt in a fiery conflagration and send them all flying with scorch marks all over their bodies.

Several more men began to charge the pink-haired boy as well, clearly not having learned from the fate of their now-charred comrades. The boy then took a firm stance on the ground and began to puff out his cheeks far more than any humans should.

"Fire...Dragon..." The boy then places his hands over his mouth, akin to the way a trumpeter. "...ROOOAAARRR!"

Suddenly, an enormous torrent of flames ripped out from the boy's mouth and toward the approaching bandits, sending a dozen more of the criminals flying as charred, semiconscious lumps.

Ben's eyes widened. 'Whoa... That was awesome!'

Seeing their own numbers reduced by roughly a third of what they once were, most of the remaining thugs turned their attention to the blond girl, who responded only by thrusting her key forward.

"You're gonna regret running into us! There's a huge bounty on all of your heads, and we're gonna collect! Open, Gate of the Golden Bull: Taurus!"

With a puff of smoke and the sound of a loud doorbell, a large, humanoid cow-man jumped out and into the fray. He was extremely buff, and had white skin with black splotches, just like a typical cow. He had black bull horns on his head, a golden nose ring, a golden cowbell hanging around his neck, and wore nothing other than a pair of black briefs and a large holster on his back, which held an incredibly large battle axe.

"MooooooOOOOOOOOOOOOOOOO!" Taurus exclaimed, flexing his muscles while doing so.

"Okay, Taurus! Time to kick some bandit butt!" the blonde wizard smiled.

Taurus grinned as his tightened his grip on his battle axe. "You got it, Miss Luuuuuucy!

Taurus then readies his battle axe as several men continue to charge both him and the blond girl, now known as Lucy.

"Okay, fellas! Give the lady's totally rockin' body some ROOOOOOOM!" the cow-man shouted.

Taurus swung his axe horizontally at the ground below the incoming bandits, destroying the portion of the ground beneath them, and sending them all flying into the air and landing back on the ground, unconscious.

Lucy smiled as she held up her hand for a high-five. "Great work, Taurus!"

Taurus high-fived Lucy and grinned as he boasted, "Well, this ain't my first rodeo."

As Lucy and Taurus prepared to face off against more bandits, the pink-haired boy and the blue cat were doing the same. In fact, much to Humungousaur's surprise, the blue cat actually managed to knock out a bandit that was trying to sneak up on his pink-haired companion.

The fire wizard grinned and gave his cat friend a thumbs-up. "Way to go, lil' buddy!"

"Aye, sir!" the blue cat replied, smiling.

As the fight played out, Humungousaur couldn't help but be in awe of the situation. He had seen some pretty crazy things during his career as a hero, but never had he seen anything like this! A fire-breathing boy, a cow-man-summoning girl, and a flying blue cat fighting against a band of at least thirty deadly criminals all by themselves!

They kind of reminded Ben of himself in a way. They were fighting, but they seemed to be enjoying themselves at the same time. It went without saying that Ben was thoroughly enjoying the show. In fact, he was enjoying it so much that he almost missed something: a man, identical to his hooded comrades, wielding a dagger in his hand. Humungousaur's eyes went wide from shock when he realized that the man was steadily creeping up on the blond girl, Lucy. And what was worse, was that none of her companions noticed what was happening.

"Come on..." the Omnitrix wielder whispered. "Someone just turn around and see him...!"

Humungousaur's silent plead went unheard as everyone was busy fighting their own opponents. It would appear that the only option was for Ben to get involved. He was slightly reluctant at first, but now that someone's life was in danger, he couldn't sit on the sidelines and watch anymore.

"Well... I guess it's best to leave a good impression." He noted.

Humungousaur crouched low behind the bushes, and a second later, he leaped into the air, through the trees, and into the midst of the battle with a gigantic roar that shook the entire area and drew every last person's attention toward him, including the would-be assassin, which is exactly what the Vaxasaurian wanted. Humungousaur landed right next to the assassin and Lucy and grabbed the former in his massive hand.

The man struggled in the dinosaur-like alien's grip but to no avail. He then tried to stab the gigantic creature with his dagger, but the blade merely shattered against Humungousaur's tough, reptilian hide. Humungousaur simply lifted the man up close to his face, and let out another roar that shook the surrounding area, directly into the man's face. The combination of the deafening noise of Humungousaur's roar, and intense fear of being eaten alive by a giant lizard was more than enough to send the man into unconsciousness.

Humungousaur then turned to face the remaining bandits and took a stance similar to that of a pitcher on the mound about to throw a baseball. He then hurled the wannabe-assassin directly toward his comrades and took them all out at once, with all of them flying in various directions from the impact.

All of the bandits were now defeated and unconscious, much to Humungousaur's relief. However, there was still some present who weren't exactly as relieved as Ben was about this current situation. Lucy, Taurus, the pink-haired young man, and their blue feline companion were still cautiously wide-eyed as they all stared up at the reptilian beast in front of them. None of them had ever seen anything like a Vaxasaurian before, clearly.

The brown-skinned dinosaur simply placed his hands in his hips and let out a sigh, with the minor motion being enough to trigger a flinch reaction from the group of wizards.

Taurus readied his axe. "Listen here, ugly! Make one more moooove and-"

"Relax, cow-man." Ben interrupted. "No need to get your udder in a twist..."

The group of wizards, save for Taurus, all jumped when Humungousaur spoke. It would appear they weren't expecting that.

"That thing can talk?!" Lucy screeched.

Humungousaur looked at Lucy for a moment, slightly confused as to why she would ask such a question, but it didn't take long for him to remember that he was in another universe. Of course they wouldn't be used to a giant dinosaur-like creature walking up and talking to them. Then again, if there were talking monkeys in this world, and talking cats, you'd think they wouldn't find it all that surprising.

The blue cat shook his paw angrily at the Vaxasaurian. "Hey! I'm the only talkin' animal around here! You tryin' to copy me?!"

"Uhhh..." Humungousaur tilted his head, confused.

Lucy turned to the blue cat and cried, "Shut up yah stupid cat!" She then turned back to Ben. "Okay, big guy, just who are you?! You better have an answer or I'll have Taurus take you out to pasture!"

Taurus nodded and folded his arms over his chest. "Mooooo..."

"Relax. I was just helping you guys out." Humungousaur then points to the unconscious man that had attempted to assassinate Lucy, leading the others to follow his finger. "That guy..." he pointed back to Lucy, "…was about to stab you in the back."

Lucy jumped slightly as her eyes widened in shock. Still retaining her surprised mien, she thought about it for a moment. If this lizard-man was telling the truth, then it did make sense that it had landed right next to her and grabbed a bandit that was behind her, beneath her notice.

"Oh..." Lucy said sheepishly.

Taurus turned to Ben and asked, "...Is that truuuue...?"

Humungousaur nodded. "Yeah, it is."

Taurus's expression grew slightly downcast upon hearing that, though Humungousaur couldn't place his finger on why. He'd have thought everyone would be happy he'd saved their friend.

Lucy turned to the cow-man. "It's okay, Taurus. I know you did the best you could. Why don't you go take a load off for a while, okay? Will that make you feel better?" She suggested.

"Well... You know what might make me feel better..." Taurus implied.

"What's that?" Lucy cocked her head, bemused.

Before anyone could say anything, Lucy's eyes widened in revelation and quickly narrowed in annoyance.

"NO WAY, YA BIG PERV!" the blonde-haired girl shrieked.

Taurus clasped his hands together. "Oh, come on, Miss Lucy! Not even a smooooooch?"

"How many times do I have to say 'no'?! NOW GO HOME!"

With that, Lucy waved the golden key she had used to summon Taurus, and in another puff of smoke, and a faint flash of white light, the humanoid cow disappeared, wagging his tail with hearts in his eyes all the while.

Humungousaur's eye was twitching from the sheer absurdity of what he had just seen. He didn't even want to think about it, so instead, he shook it off and once again focused on the matter at hand.

The pink-haired young man and blue cat both looked relieved upon hearing that this new reptilian creature they had stumbled across was apparently friendly, and not only that, but it had just saved one of their friends from certain death!

"Phew! That's a relief." He grinned widely. "Thanks a million, big guy! Lucy's one of our friends, and you just saved her life! That means you're alright by me!" He turned to the blue cat. "Ain't that right, Happy?"

Happy raised his paw and smiled. "Aye!" he chimed.

The pink-haired boy pointed to himself. "My name's Natsu! I'm what you'd call a Dragon Slayer! What's your name?"

"Well...it kinda depends." He gestured to himself. "This is Humungousaur..."

Humungousaur then reached up to the Omnitrix dial on his chest and tapped it. The resulting green flash forced the trio of wizards to shield their eyes, and when they uncovered them their jaws dropped halfway to the ground from what they saw. A young man, wearing dark blue jeans, a black t-shirt, and a green jacket with the number ten emblazoned in white inside a black circle on the left pectoral, with a white, vertical stripe crossing under it. It also had two horizontal white stripes on the right sleeve.

"But, my real name is Ben. Ben Tennyson." He smiled.

Ben could only lightly chuckle to himself at the expressions of the three wizards in front of him. He wasn't used to this kind of reaction anymore. In his world, everyone knew who he was and what he could do. Obviously, that was not the case here. Ben took a look around at their surroundings a little, but he was still just as lost as before. He then turned to the trio, a small, slightly nervous smile on his face. These three seemed friendly enough now that they knew Humungousaur was only helping them. Now was as good a time as any for Ben to ask them the question that had been on his mind since he arrived here...

"So..." he rubbed his neck sheepishly. "I don't suppose any of you could tell me where I am exactly?"

A/N: Yes, I, along with TallGuy94, have gone back and redone chapters 1-6. No disrespect to Muffin, but we felt like the first six chapters were rushed and didn't flow well with my writing style in Ch.7 and beyond. Many things have been added and edited to improve the content. As a tribute to The Incredible Muffin though, TallGuy94 had the idea to name Hamilton's Galvan assistant after him. Just go back and read it backwards. *wink*

Okay, Professor Emil Hamilton is owned by DC Comics. Just thought I'd get that out there for people who don't watch any DC stuff.

I should point out that Four Arm's outfit is the one in Omniverse. Other forms will have the Omniverse outfits and appearance as well.

Next chapter: Ben meets the rest of Fairy Tail, makes some friends and tries not to kill a certain Dragon Slayer.