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Ultimate Fairy

Chapter 2: Not in Bellwood Anymore

Part II

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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.

The teen hero took a look around at their surroundings, 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 hospitable enough now that they knew Humungousaur was only helping them. Now was as good a time as any to ask them the question that had been on Ben's mind since he arrived in this alternate universe.

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

The trio of wizards was astounded by what they had just seen. They had assumed that the giant lizard-man was attacking because a large gathering of humans had invaded its territory. They never expected it to speak to them, let alone for it to suddenly transform into a young human man.

Lucy was the first person to shake off her initial shock, albeit not entirely, and proceeded to answer Ben's question. After all, it was the least she could do.

"Uhhh, you're in the forest just outside of Oshibana." She answered. "Why?"

Ben simply looked at Lucy confusedly, her statement having done nothing for him.

"Oshibana. You know, near Clover and Onibus."

Once again, Lucy's statement had left Ben even more confused than before.

"The Kingdom of Fiore?" Lucy said.

Ben merely shrugged. He'd never heard of any of those places before and wasn't about to pretend that he had.

"Seriously?" Lucy said, shocked.

"If you've never heard of Oshibana, then what are you doing so close by?" asked Happy.

Ben thought to himself for a moment. He thought it best not to tell them he was from another universe. It might just confuse the situation even further, and besides, he got the feeling that these people wouldn't believe him if he did anyway.

"Well, let's just say I'm kinda lost," Ben replied. "I found myself in these woods, got attacked by a big green monkey, and eventually-"

"Big green monkey…?" Natsu interrupted as his eyes widened. "It didn't have pink hearts on its arms, did it?"

The Omnitrix bearer turned to the Dragon Slayer and answered, "Actually, yeah, it did."

Natsu huffed and crossed his arms. "Man, I hate those things. Always walkin' around like they own the place..."

"You can say that again." agreed Ben.

"Wait, so you don't have any idea where you are?" Lucy inquired.

"Don't you know where your home is?" Happy wondered.

"Well, as strange as it sounds...I actually don't." Ben responded.

"Do you at least know how you ended up here?" Natsu questioned.

Ben shifted his eyes awkwardly. He knew how he got to this world, but he still wanted to avoid telling these people he was from another universe unless it was necessary to tell them. He placed his hand on the top of his head, trying to think of what to say, until…

"Well, if you can't find your home, maybe you should come back to our guild with us!" Natsu suggested with a wide, toothy grin.

Ben could only blink at Natsu's statement. What was he talking about?

"Umm… 'guild'?" Ben repeated.

Lucy turned to Natsu with a slightly curious expression. "Natsu, are you sure it's okay to just invite random strangers to the guild without the Master's permission?"

The pink-haired wizard carelessly put his hands behind his head. "Oh, come on, lighten up! I'm sure Gramps will be cool with it. He did just help us, after all."

"That's true," Lucy admitted.

"You sure that's okay, Natsu?" Happy asked.

"Sure it is!" Natsu exclaimed. "All we gotta do is just explain what happened, and we're done! Good ol' Ben here has a place to crash!" he then turned to Ben. "So, what do ya say?"

Ben was taken aback slightly by Natsu's near-immediate hospitality. He didn't really know what to say.

"Well, I uh..." Ben trailed off.

"You don't have to if you don't want to..." mentioned Lucy.

"But you totally should!" Natsu urged. "You said you don't know where your home is, right?"

"Yeah, I did..."

Ben shifted his gaze from the group to the ground yet again. He didn't really know what to say or think at the moment. Things were happening pretty fast. He'd just met these people and they were already offering him a place to stay? Needless to say, he was grateful for their offer, but should he accept it?

Ben took another good look at the trio before him. Natsu had a wide, toothy grin on his face, while Happy and Lucy had smiles on their faces. These three were certainly strange, that much was certain, but they were so friendly and welcoming to him almost immediately. It was clear that they wanted to repay him for assisting them, and for saving Lucy's life, so Ben was left with only one option.

"So? You wanna come with us?" Natsu asked again.

Ben hesitated for a moment. "Yeah, sure," he answered. "Why not? It's not like I got anywhere better to go."

The Dragon Slayer grinned. "Then what're we standin' around here for?!" he pumped his fist. "Let's get movin'!"

"Aye, sir!" Happy chimed.

With that, Natsu turned on his heel and began walking in a random direction with Happy flying right behind him, the two of them seemingly prepared to exit the forest. However, before the two of them could take more than five steps, Lucy had grabbed the pink-haired pyro and flying blue feline by their scarf and knapsack respectively, preventing them from continuing onward.

"Did you two dunderheads already forget that we have a job to finish?!" screamed Lucy.

Natsu grinned sheepishly. "Hehe...yeah, my bad. Forgot about that."

Lucy then released Natsu and Happy, and the trio turned to face the pile of unconscious bandits, with Ben following their gaze.

Ben turned to Lucy and asked, "So, you were hired to take care of these lowlifes?"

"Yup!" Lucy smiled proudly. "The job request came from one of the guards at Oshibana Station. He had a suspicion that these thugs might've been hiding out in the forest near town for a few months, but since the town doesn't have many wizards, and he couldn't prove it to any of his superiors, he called for help from wizards all over. We just happened to be the ones who struck gold and found 'em!"

"Yeah," Natsu folded his arms over his chest, "but now we have to drag 'em all back to the station where the guard is. How do you suggest we do that?"

Lucy's excited mien quickly shifted to one of thought, and then to one of disappointment as she realized Natsu was right. It was then that an idea entered Ben's mind. He turned to the three wizards, a hint of a smirk on his face.

"If you want, I can help you with that." Ben offered.

Lucy's eyes widen as she turned to Ben. "What? Oh no, we couldn't ask you to do that."

Ben waved dismissively. "It's no problem at all. You guys are offering me a place to stay, after all. The least I could do is help out a little more."

"Well, if you say so..." Lucy conceded.

"Well, I got no problem with it!" Natsu grinned excitedly. "I wanna see yah turn into that big lizard guy again! He was so cool!"

Ben chuckled. "Sorry, man, but I actually had someone else in mind."

Ben proceeded to lift up his left sleeve and activate the Omnitrix. The attention of the wizard trio was caught by the small device on Ben's wrist. They'd clearly never seen anything quite like it before either. Once Ben had found the alien he wanted, he tapped the faceplate and slammed down the core.

After the ensuing green flash, the wizards opened their eyes to see something most bizarre, or at least by their standards anyway. It was a large, orange-brownish, crab-like being. It had an unusually large head, with its white teeth being perpetually exposed. It had pincers for hands and six legs. It wore a black and silver belt around its torso, with a black and green hourglass-like symbol attached to its center.

"Brainstorm!" He yelled in a British accent.

The trio was once again flabbergasted by Ben's sudden transformation. It wasn't too unlike what they've seen before. However, the two things Ben had become thus far were unlike anything they'd ever seen. What were these creatures? First, it was a giant dinosaur-man, and now a big-headed crab? And the crab's mouth didn't move when it yelled either, which was particularly strange. How did it even speak?

Happy smiled widely, a thin line of drool falling from his mouth. "Oh, wow! A giant crab! He's just like the one you have, Lucy!"

Lucy turned to the blue cat, annoyed. "Cancer looks nothing like that, yah fleabag!"

Brainstorm crawled over to the pile of bandits and observed them astutely for a moment.

"Hmmm... It will certainly require a significant amount of concentration in order to deliver these reprobates unto the proper authorities. I'll need just a moment if you'd be so kind..."

Suddenly, the two cranial plates on top of Brainstorm's head opened, exposing his extraordinarily large, pink brain, causing Natsu, Lucy, and Happy to turn slightly green from moderate disgust.

Before anyone could comment on how gross it was, without warning, and much to the wizards' surprise, a large web of electricity sprang forth from the Cerebrocrustacean's brain and wrapped up the entire group of bandits. Brainstorm then let out a slight grunt of discomfort as he used his lightning net to lift the criminals into the air above his massive head.

"Wait a second, so he's a crab with...lightning powers?" Natsu said, confused.

"How does that even work?" added Lucy.

"I could explain...but...exerting this much concentration to my electrokinesis...is far more taxing than I feel any of you realize." Brainstorm explained; his voice slightly strained.

Brainstorm struggled to stand upright on his six, insectoid legs and faced the wizards behind him.

"Now, let us make haste. If you'd kindly escort this Cerebrocrustacean to wherever it is these hooligans belong."

The blonde wizard's eyes widened slightly. "Oh!" she pointed to the forest. "The station is this way."

"Follow us, Mr. Crab Man!" Happy said excitedly.

And with that, the group was off, with Lucy in the lead, and Happy, Natsu, and Brainstorm in the back. After several minutes of walking, the group finally arrived at the edge of the forest and could see hints of Oshibana Station off in the distance through a clearing in the trees, behind several buildings. Thankfully the station was a rather tall building; probably the tallest in the city. By the end of their walk, Brainstorm was pretty exhausted.

'Finally... I was beginning to think I'd never see the end of this insufferable woodwork.' Brainstorm thought.

Lucy pointed through the clearing. "Oshibana is just up ahead! Reward money, here we come!"

Just then, before they could continue their trip to the station, Brainstorm placed the unconscious bandits on the grass and released them from his web of electricity, much to his new friends' confusion.

"Hey, man. Why are you droppin' 'em off here?" Natsu demanded. "The town's right over there!"

Without answering, Brainstorm tapped the Omnitrix dial on his belt and in another green flash, returned to his human form, placing his hand on his head in moderate discomfort.

"Are you okay?" Lucy asked, concerned.

"Yeah...I'll be fine." Ben groaned. "If I use too much of Brainstorm's lightning, it gives me a serious headache."

"Then we should've just kept walking and toughed through it!" Natsu inputted. "It's not even that far!"

The jacket-wearing teen glanced at Natsu, and questioned, "Well tell me this, have any of you ever seen a giant crab with lightning shooting out from its brain before today?"

The trio simply blinked, looked at each other, turned back to Ben and shook their heads.

"Thought so." He replied. "And if that's the case, then I doubt those guards that are waiting for these guys won't have either. Sorry, but I really don't feel like getting attacked again right now."

"Then what should we do?" Happy asked.

"Happy," Lucy turned to the blue, flying cat, "do you think you could go get the guards for us? I don't think they'll mind walking a little to round up a gang of criminals."

Happy nodded and gave a salute. "Aye, sir!"

Happy then flew off into the city, leaving Ben, Lucy, and Natsu to look after the still-unconscious gang of bandits. After several minutes of waiting, Happy returned to the forest with a large squad of guards from Oshibana Station. All of them were more than happy to take the criminals away and were equally pleased that they didn't have to do any of the fighting themselves.

Unfortunately, their client was not among the guards that had come to rally up the bandits. One of them informed the wizards and superhero that the one who submitted the job request was still at Oshibana Station, so they'd need to go there to claim their reward. Not that it bothered them, as they needed to head there anyway to get back home via the train.

After walking short ways through the bustling town of Oshibana, they had reached the train station. Along the way, Ben had noticed that the town wasn't anywhere near as high-tech as the cities that he was used to seeing in his own universe. There didn't appear to be any paved roadways, simply walkways with dozens of people around every turn.

Eventually, they had reached the station at the center of town. It was a very large building, brown, brick arches, and green-tiled roofing, as well as two tower-like structures on either side of it. The railway extended from inside the building to either direction outside, and off into the distance both ways.

Once they had gotten inside, the client, who had been notified by one of his coworkers that his request had been successfully completed by a group of wizards, was waiting for them, money in hand. After thanking the group and handing Lucy their reward, the four then went to one of the many benches that were lined up along the edge of the train tracks. Ben took a good look around, and it was certainly an impressive building.

"Can you believe it?!" Lucy yelled excitedly. "There was actually a bonus if nothing got destroyed!"

"Is that something that happens often or something?" Ben wondered, bewildered.

Lucy slouched her head and shoulders, and mumbled, "You have no idea..."

"Good thing we weren't in the town when we fought 'em." Happy pointed out. "Otherwise, Natsu might've destroyed the railroad again."

"Hey, man! That wasn't my fault and you know it!" Natsu retorted, annoyed. He then crossed his arms. "If you want someone to blame, blame that dress-wearin' windbag, why don't yah..."

Ben cocked his head slightly in confusion, unaware as to what Happy and Natsu were talking about.

"'Dress-wearing windbag'?" echoed Ben.

"It's a long story..." Lucy simply stated. It didn't take more than a couple of seconds for Lucy's downcast expression to change back to one of excitement once again. "Anyway, I'm gonna go pay for our train tickets with some of the money we just earned! Be right back!"

With that, Lucy skipped off happily toward the ticket booth, which was against the wall behind the group. As she did that, Ben noticed Natsu slump in his seat on the bench, looking grumpier than ever.

"Great..." Natsu grumbled.

"Something wrong, dude?" Ben asked.

"Natsu and vehicles don't mix very well." Happy explained. "He gets super motion sick."

Ben's eyes widened slightly from that bit of information. A boy who could summon fire from his hands and mouth got motion sickness? That was certainly odd.

"Motion sickness?" Ben repeated. "How bad are we talking?"

"Really bad. You'll see."

Before Ben could say anything in response, the sound of a piercing whistle rang throughout the station, and a moment later, the train had arrived. Once Lucy had rejoined her friends, all four of them boarded the train.

They spent a moment looking for a compartment, but it didn't take long to find one. Once they did, they piled into it, with Ben and Lucy sitting on one side, and Natsu and Happy on the other. People were still boarding, so the train hadn't started moving just yet. Nevertheless, Natsu still looked anxious over in his corner of the compartment.

Ben turned to the blonde girl next to him. "So, you guys said you're taking me to your 'guild' or something, right?"

"Yup!" Lucy smiled. "We're wizards from the Fairy Tail guild." She then began to squeal girlishly, "And ours is the greatest guild ever!" she giggled giddily to herself.

Ben cocked a brow at Lucy in confusion. Whatever she was referring to had her excited, clearly, but that didn't do anything for Ben's understanding.

"'Fairy Tail'? What is that?" the teen hero asked.

Lucy's giddy giggling came to a screeching halt when Ben had asked that. She turned to him with her jaw agape, obviously shocked by what he had just asked.

"Are you serious?!" She cried. "You've never heard of Fairy Tail?!"

Ben could only shake his head in response, further shocking the blond wizard sitting next to him.

"They're only the most famous wizard guild in all of Fiore! They've done countless interviews in Sorcerer Weekly Magazine, and-"

"What do you mean, 'they'?" Natsu interrupted. "You're a member now too, or did you forge-"

Before Natsu could even finish his inquiry, the train finally began to move. The look on Natsu's face grew more and more apprehensive by the second, much to Ben's confusion.

"Hey, man, you okay over there?" Ben asked.

Suddenly, Natsu began sweating from practically every pore on his face, somewhat startling Ben. Lucy and Happy, however, didn't look all that fazed by their pyrokinetic friend's predicament.

Ben was about to step out of the compartment to request help, but before he could even stand up, Natsu's cheeks puffed out while his face turned a sickly purple color.

"I am...so sick..." his barf face intensified as he covered his mouth.

"SERIOUSLY?! WE JUST STARTED MOVING!" shouted Ben.

Happy shrugged. "That's Natsu for yah."

"You weren't kidding! That was practically instantaneous!" He turned to Lucy, "Is he always like this?"

Lucy sighed. "Whenever he's on a vehicle, yeah..."

"Don't worry about it. He'll be fine." Happy dismissed.

Natsu looked to Happy, weakly. "How could you abandon me?!" He covered his mouth again.

Ben simply looked back to Natsu, still somewhat shocked by how quickly his motion sickness had kicked in. However, it didn't take long for him to shake it off and regain his position in his seat. He then turned to Lucy, another question entering his mind.

"Hey, let me ask you something," Ben said.

"What's up?"

"You talk about these guild things so much, but what exactly are they?" the superhero questioned.

Both Lucy and Happy looked at Ben incredulously. Natsu likely would have as well, were he not currently depositing his lunch out the window of the train.

"You can't be serious. First Oshibana, then Fairy Tail, and now guilds in general?" Lucy said in disbelief.

"Yeah, it's super weird." Happy commented. "Shouldn't you know this stuff? I mean, you're a wizard too, after all."

That statement was a bit surprising for Ben, to say the least. Throughout his hero tenure, he had been called a wide variety of things; monster, circus-freak, superhero, and menace, to name a minor few. However, never had he been called a wizard before. He couldn't even use magic back in his own universe, let alone whatever crazy world this was.

"Well... I, uhhh..." he scratched his head sheepishly. "The thing is...I don't really use magic, exactly."

Lucy and Happy both jumped a little in shock from Ben's statement, while Natsu was slouching down in his seat, still trembling from his crippling motion sickness.

"What?! How is that even possible?!" Lucy demanded. "It has to be magic! The only people I know that can turn into creatures like the ones you used are Take-Over wizards!"

"Yeah! If you don't use magic, then how'd you do all that crazy stuff with the lizard-man and the lightning-crab?!" Happy wondered, sharing the same shock as the blonde wizard.

Ben was slightly taken aback by their reactions to his response. Though, it was only natural, really. This world has its own history and common knowledge, none of which Ben was familiar with, being from another world entirely. Still, he didn't really know what to reply with. He could tell them the truth, but what were the odds that they'd believe him? They were already having a hard enough time believing he didn't use magic!

Ben stood up from his seat, much to Lucy and Happy's confusion, and took a look outside the train compartment. He looked down the aisle both ways, to see if anyone might be eavesdropping on them, and although that didn't appear to be the case, he decided to play it safe for now and reclaimed his seat next to Lucy.

"Maybe we should wait until later to talk about this," Ben advised. "Y'know, when there aren't so many people around?"

Lucy and Happy merely looked at each other, then back to Ben, and nodded. They didn't know why Ben was being so secretive, or why he was claiming he didn't use magic, but they decided to leave the subject alone for now per his request.

With that, Ben leaned back in his seat, relieved that they were willing to wait.

"Thanks. And sorry, I know you guys are curious. Tell you what, if I promise to tell you about it, do you think you guys could tell me about the magic you guys used back there? I've never seen anything like it before."

Happy and Lucy quickly leaned in close to each other and began to whisper amongst themselves.

"Are you sure we should tell him? He said he doesn't use magic, but what if he's lying?" Happy whispered, but not very subtly.

"I can hear you, you know." Ben deadpanned.

Ignoring Ben's comment completely, Lucy and Happy continue to whisper.

"Let's give him a chance. He helped us out twice today, after all. What could it hurt?" Lucy replied.

A few seconds later, Lucy returned her attention to Ben, resuming her previously upbeat demeanor.

"Well, I guess that's understandable. There aren't too many people who use my kind of magic out there." She smiled. "I'm what's called a Celestial Wizard. I can use my Gate Keys to summon Celestial Spirits that I've made contracts with."

"Celestial Spirits?" Ben repeated. "You mean like that Taurus guy?"

"Yup! He's one of the Zodiac Spirits. There are only twelve of them, so their keys are pretty hard to come by. Their keys are gold, but there are also silver keys too. Silver Gate Keys are a lot more common, and you can even find them in magic shops. Here, I'll show you one..."

Lucy stood up from her seat and reached for her key ring. From it, she pulled off a silver key. The key's blade was shaped like a small paw, oddly enough. She thrust the key forward, just as she did with Taurus's back in the forest.

"Open, Gate of the Little Dog: Nikola!"

With a puff of smoke and another loud doorbell, a small orb of light appeared. Shortly after appearing, the orb began to shift, and in another couple of seconds, the light dispersed, revealing a small, white creature with beady eyes, a round head, and a nose that looked almost like a carrot. Overall, it somewhat resembled a snowman with skinny arms and legs. For some odd reason, it was constantly shivering, even though it was fairly warm inside the train.

Ben stared at the shivering creature for a moment, blinked a few times, and turned to Lucy with a blank expression. "I think you got a dud."

"DUMMY, HE'S SUPPOSED TO LOOK LIKE THAT!" Lucy yelled.

The Celestial wizard quickly reached down and picked up the strange, white creature, and began to snuggle it intensely, though the creature seemed to retain its original expression as she did so.

"You're not a dud, are you, Plue?" She said in a puppy-dog voice. "You're the most adorable spirit ever, aren't you? Yes, you are!"

"'Plue'? What kind of a name is that? Didn't you say it was called 'Nikola' or something?" Ben inquired.

Lucy stopped snuggling Plue and turned to Ben. "Nikola is the species, yeah, but I named this one Plue!"

"Oh, I see..."

Ben then turned to Natsu, who was currently shivering just as much as Plue was as he slouched so far down in his seat he looked like he was about to fall onto the floor. It was then that Ben had yet another question.

"How about Natsu? I remember him saying he was something called a 'Dragon Slayer', right? I'm assuming that means he's slain a dragon?"

Hearing his pink-headed friend's name mentioned, Happy suddenly tuned in, apparently having not been paying attention during Lucy's explanation of her own magic to Ben.

"Oh no; even though Dragon Slayer Magic was created to fight dragons, Natsu's never used it on one." Happy clarified. "Actually, it was a dragon that taught it to him in the first place."

Ben was surprised to hear that. Natsu had been taught how to use his magic by a dragon? Somehow, Ben got the feeling that dragons in this universe were nothing like the dragons of his universe.

"So wait, a dragon taught him how to use magic that was meant to kill its own kind? Why would it do that?" Ben pondered.

Happy shrugged. "I dunno. I just know that the only way for a human to learn Dragon Slayer Magic is to be taught by one. Natsu was raised by a Fire Dragon named Igneel. He's the one who taught it to him."

Ben's eyes went wide when Happy said that. He had only been in this world for less than a few hours, and he had already been dumbfounded several times, but this was by far the craziest revelation yet. A human being raised by an actual dragon? Surely it couldn't get any weirder than that...

"He was actually raised by a dragon? Seriously?"

Happy simply nodded in response. Ben stared at the Dragon Slayer in question for a moment, wide-eyed, until he turned back to Happy.

"So...what happened to this dragon? To Igneel, I mean." Ben asked.

The blue cat shook his head. "Nobody knows. Seven years ago, Igneel just disappeared. Didn't even tell Natsu where he was going. No one's seen a dragon since, but even so, Natsu's been looking all over for Igneel since that day, always chasing rumors of dragon sightings whenever he can."

A moment of silence passed in the train compartment. Ben took another look at Natsu, who was still just as motion sick as ever. Despite how crazy it was that the pink-haired wizard was brought up by a dragon, Ben couldn't help but feel sympathy for him. Having the only parent you've ever known just up and disappear one day must be extremely hard, especially at a young age. And it sounds like he's pretty desperate to find him too. Even so, had Happy not just explained all this to him, he'd have likely never noticed that desperation simply by interacting with Natsu. Back in the forest, he seemed to be full of energy and life.

The rest of the train ride was rather uneventful, but it did allow them enough time for Ben to get a grasp on what a guild was. Lucy explained that a wizard guild was essentially a place for wizards to find work, which usually involved helping others in some way. They also gave those wizards a place to call home, and people to call family. To Ben, it sounded like a great idea, though he did feel a tad jealous that these wizards basically did the exact same kind of work that he did, only they got paid for it.

Happy went on to explain how all of the magic guilds are run by their respective guild masters, who all report to what's called the Magic Council, a government of sorts for the magical world. The various guild masters are responsible for any mischief or destruction the members of their guild may cause, which usually results in a lot of paperwork.

Lucy also explained that wizards can team up and form smaller groups within the guild to take on more difficult jobs together, with each receiving a fraction of the reward. She went on to inform him that she, Happy, and Natsu, were all part of a team, along with two others, and that this team was regarded by some as the strongest team in Fairy Tail.

As a way of saying thanks to the two wizards for explaining so much to him, Ben decided to tell them small bits of information about himself. He mostly told them about some of the powers his various transformations had. He did, however, decide against telling them that his forms were actually aliens. He wasn't even sure if they would know what that meant, and he really didn't want to get into any details while on the train. Regardless, what he did tell them was enough to leave their jaws hanging down to the floor.

While Ben didn't know just how powerful these wizards were, judging from their reactions, he apparently had a lot more variety than most. In this world, unlike in Ben's, there were dozens of different types of magic, but even so, wizards typically only practiced one, though they could learn a few spells here and there that were outside of their specialties.

Boy, was the rest of Fairy Tail in for a surprise today...

...

After a few hours on the train, and Natsu periodically chucking his innards out the window, the group had arrived in the bustling town of Magnolia, home of the famous Fairy Tail guild. The group rose from their seats in the compartment and made their way off of the train. As soon as Natsu set foot on the ground, he seemed to almost immediately recover from his motion sickness, much to Ben's surprise.

'I guess it wears off just as quick as it kicks in...' mused Ben.

The Omnitrix bearer was even further surprised when Natsu raised his fists in the air and exhaled a plume of fire from his mouth.

"I'M ALIVE AGAIN!" Natsu shouted exuberantly.

"Well, someone's excited..." Ben mumbled.

It didn't take long for Lucy to slap Natsu upside the back of his head, thus bringing his celebratory flame-spouting to an end.

"Not here, Natsu!" the blonde yelled. "You'll burn down the station or something! And we are not spending any more of our reward money paying for damages!"

With that, the group set off and exited the station. Upon entering the town itself, Ben was immediately surprised at how far the buildings went on. The three Fairy Tail wizards didn't give Ben a tour, per se, but they did point out various shops and other establishments as they walked through the massive town.

As they walked, Ben couldn't help but think to himself how the town bore a resemblance to Oshibana in a way. Both towns resembled ones that might have existed in Ben's world several decades ago, but even so, they still had a somewhat new, fresh air about them. It would appear that this world wasn't as technologically advanced as Ben's, judging from what he'd seen of it thus far.

Eventually, the group came upon the large cathedral in the center of town, which Lucy had informed Ben was called Kardia Cathedral. It was massive or at least compared to the buildings surrounding it. Ben was certainly impressed by the scale of it, as well as its overall design. He'd seen many grander buildings in his own universe, but given the nature of this world's architecture, it was certainly worthy of praise.

After the brief stop, the wizards led Ben down the street behind the cathedral, and across a bridge overhanging a river that ran throughout Magnolia. They had even seen people in small boats rowing under the bridge as they passed, with one of them calling out to Lucy, telling her to be careful and not to fall in.

After a few minutes of walking through the somewhat crowded street, they eventually came upon the Fairy Tail guild hall. The building sat close to the edge of a cliff overlooking a large lake, known as Lake Scilliora. It was fairly tall, though not as tall as Kardia Cathedral, and strongly resembled a pagoda. It had white walls, and a large, decorated, red door, as well as two red, pentagonal windows on either side of it. Above the door was a wooden sign that read "Fairy Tail" in big, blue letters, while the sign itself had gold trim, as well as two symmetrical, fairy-like silhouettes, both of which had tails, fittingly enough. On the highest level of the pagoda, there were three flags. The one of the left was green and had a symbol that Ben didn't recognize, and the same went for the one on the right, which was blue. The center flag was orange and had a white symbol on it that looked similar to the two gold, fairy-like figures on the building's sign. It was then that Ben noticed something; that symbol that was on the orange flag, was also on Natsu's right shoulder, in red, and the back of Lucy's right hand, in pink. Had these people gotten tattooed or something?

Ben was so caught up in the architecture of the building that he didn't notice Natsu, Lucy, and Happy beginning to make their way inside. Following quickly behind them, Ben entered the guild hall alongside them and was certainly surprised by what he saw. Almost immediately, he was deafened by the noise that was ensuing within the building. It looked more like a beer hall in Ben's eyes and was filled with dozens of people laughing, shouting, and drinking. It appeared like everyone present was having a great time.

"WE MADE IT BACK ALIVE!" Natsu exclaimed.

Ben simply turned to Natsu and blinked, taken aback by his loud and abrupt declaration. Despite that, a few people turned to see him, waved, and resumed whatever it was they were doing.

Suddenly, the group heard a sweet-sounding, feminine voice calling out to them.

"Welcome back, you three! I hope the job went well."

Ben turned to see who was speaking, to see that it was a young girl with flowing, white hair, with the bans pinned up above her forehead. She was a little on the short side, though not by much. She wore a red, sleeveless dress, and had impressive...assets. However, Ben chose to be a gentleman and focus on her face, which was also noticeably pretty.

Natsu placed his hands behind his head and grinned widely. "You bet it did! Went off without a hitch!"

"Aye!" Happy added while raising up his paw.

"Well, that's certainly good news!" the white-haired girl smiled.

"Yeah, unless you call almost getting killed 'without a hitch'..." deadpanned Lucy.

The white-haired girl turned to Lucy, surprised. "Goodness me, that doesn't sound good at all. What happened?"

"Oh, you know...the usual," Lucy replied.

"Well, it looks like you made it back home safe and sound."

It was then that the white-haired beauty turned her attention to Ben, who had been standing off to the side, slightly behind the group.

"And who might this be?" the white-haired girl asked.

Natsu placed his arm over Ben's shoulder and smirked.

"This is Ben!" the Dragon Slayer introduced. "We found him while we were out on our job!"

"I'm pretty sure I found you." Ben corrected.

Natsu removed his arm from Ben. "Yeah, yeah, whatever. Details, man. Anyway, he helped us out with the job, but then he said he doesn't have anywhere to go. Says he doesn't know where his home is."

"Oh dear, I'm sorry to hear that." the white-haired beauty said honestly, and then smiled. "Well, I do hope you can find your way home soon." She paused to extend her hand. "My name's Mirajane. It's nice to meet you, Ben!"

Ben could only smile in light of this girl's cheerful attitude as he shook her hand. She was genuinely nice!

"Likewise," Ben smiled.

It was then that Lucy's eyes widened slightly, remembering why they had brought Ben with them in the first place.

"Oh! Hey, Mira, do you know where the Master is right now?" Lucy inquired.

Mirajane turned to Lucy, and replied, "Oh, he should be here soon. He's out doing some paperwork for the Magic Council."

"Oh, okay..."

Lucy then shifted her gaze out into the crowd of people in the guild hall and seemingly spotted someone in particular.

"Hey, there's Gray!" the Celestial wizard turned to Ben. "Oh, Ben, Gray is one of the other members of our team that we told you about on the train."

Lucy then waved to the person she had spotted across the room, with that person seeing her, standing from his table, and walking over to the group. When he arrived, Ben had a better look at him. He was a young man, likely not much older than Natsu, with spiky, onyx hair. He wore black pants and a long, white coat with blue trim.

Gray placed his hands in his pockets. "Hey, Lucy. Glad you guys made it back. How'd the job go with only flame-for-brains here as company?"

"It went about as well as you'd expect. Had some hiccups, but everything worked out in the end. Uh...Gray…where are your clothes?" Lucy groaned.

Sure enough, save for a pair of boxers, Gray had stripped off all of his clothes and left them in a pile on the floor. He gave Lucy a confused expression before looking down at himself, realizing she was right.

"CRAP!" the raven-haired wizard panicked.

As Gray scrambled for his clothes, Ben couldn't help but be confused, impressed, and slightly creeped out all at the same time by what the onyx-haired teen had just accomplished.

'How did he do that so fast? And how did he not realize he was doing it...?' Ben wondered.

Just then, another unknown voice began to speak from the jacket-wearing teen's right.

"Yup. That's Gray for yah."

Ben turned to whoever was speaking, to see a woman with long, slightly-curly brunette hair. She was wearing a pair of brown, knee-length pants held up by a pink belt, and a cyan-colored bikini top. She also had a dark blue armband on either of her upper arms, near her shoulders. She had that same marking that Natsu and Lucy had on the left side of her stomach. Was that something everyone in the guild had?

Ben pointed to Gray, and asked, "Does he do that regularly or something?"

"Pretty much." The brunette woman shrugged. "Can't call it a day without him strippin' down to his skivvies."

"It sounds like he has a problem then," Ben stated.

"Ah, you get used to it. By the way, the name's Cana Alberona. Nice to meet ya."

"Same here. I'm Ben Tennyson, and-"

Before Ben could even finish his introduction, Cana whipped out a considerably large barrel, which was about half her height, hefted it up, and started chugging away. Ben could only assume it was filled with alcohol.

The Omnitrix bearer simply slumped his shoulders as he watched Cana down an entire barrel of beer, thinking to himself all the while.

'There's a good chance that just about everyone in this place is crazy.' Ben inwardly said.

Some people around the guild hall seemed to notice the new arrival to the building and decided to satiate their curiosity by getting a closer look. One of them was a tall brute of a man with spiky, white hair and tan skin, wearing a dark blue jacket, which was held closed by a line of large buttons, with the collar pointing upwards. He had a scar running down his face from his right eye, across his right cheek. The man stomped up to Ben, with the latter having to practically look straight up to see the former's face.

"So, this little dude helped you out?" the white-haired behemoth said. "Doesn't look like much of a man to me."

Before Ben could think of a response, Mirajane walked over to the two of them, still wearing her cheerful smile. "Ben, this is my younger brother, Elfman." Mira turned to her brother. "Elfman, Lucy just told me that Ben here saved her life on her and Natsu's last job."

Elfman's tough guy exterior seemed to soften slightly when his sister told him this; however, he retained a majority of his gruff demeanor as he returned his attention to Ben.

"He did, huh? Hey, is that true?" Elfman demanded.

Ben placed his hand on his neck, and replied, "Well, yeah, I guess. I was only trying to help out."

Ben didn't quite know what to expect from Elfman, seeing as he just met him. However, he soon got his answer when Elfman raised his right fist and clenched it, though never once taking his eyes off the green jacket teen.

"A real man would be proud of his accomplishments!" Elfman declared loudly.

"Oh no, I am, believe me," stated Ben. "I just don't like to brag anymore, that's all."

That was true enough. A couple of years ago, Ben had been pretty bad in terms of his ego. After becoming famous all around his universe, he let the fame go to his head and acted like a jerk to most of his friends and family. Thankfully, after two years had passed, he had matured immensely.

"What's this I hear about someone saving Lucy's life?" someone asked.

Ben, as well as the rest of the gathered wizards, turned to the still-open entrance of the guild hall, to see an extremely short-statured, elderly man. He had wrinkled skin and thin, white hair, with a matching white mustache; not like Elfman or Mirajane's though, since his hair was most likely that way due to his old age. He wore an orange jacket with light blue cuffs, with a white t-shirt underneath that bore what Ben could only assume was the Fairy Tail guild's emblem, since everyone in the room seemed to have it. He also wore orange shorts, along with brown, curled shoes. On his head, he wore an orange and light blue, striped cap that resembled that of a jester. In his left hand was a wooden cane, which had a pink smiley-face at the top of it; though it didn't seem like he needed it to help himself stand.

"Welcome back, Master!" Mirajane greeted with a smile.

Ben turned to Mirajane with slightly-widened eyes, blinked, and turned back to the man. Did she just refer to this elderly man as "Master"? If that was the case, then according to what Happy told him that would mean that this little old man was in charge around here. He certainly wasn't expecting that.

"So, how did the paperwork go?" Mira questioned.

"Ah, forget about those Council blowhards." The old man dismissed. "As things are now, they're gonna drive me to an early grave long before any of you kids do, that's for sure."

It was then that Makarov took notice of the new arrival to the guild. It wasn't more than a second before Mirajane sidled over to the two of them.

"Master, this is Ben. From what Lucy told me, it would seem Ben actually saved her life while she and Natsu were out on a job today."

The elderly man turned from Mira to Ben, and gave the latter a long stare as if he were trying to get a read on him. After a moment of this, he extended his right hand out to Ben.

"Well, in that case, my name is Makarov, and I am the Master of this guild. If it's true that you saved the life of one of my children, then I can't possibly thank you enough. You have my deepest gratitude."

That was certainly fast, or least, faster than Elfman. He didn't expect the elderly man, now known as Makarov, to open up to him that quickly. Ben extended his own right hand and shook Makarov's, which he almost had to bend down to do since the man was so short.

"It was no problem," Ben said. "I just saw she was in danger and did whatever I could to help." Just then, Ben realized something. Makarov had just referred to Lucy as "one of his children." Were they actually related? "Wait, so Lucy is your daughter?" the Omnitrix wearer asked.

Makarov chuckled. "I consider every member of this guild my family, young man. Whether we're related by blood or not, that's what we are; a rowdy, crazy family, but a family nonetheless."

Ben smiled. "Well, I'm glad I could help out."

Natsu, Happy, and Lucy all approached Ben, Makarov, and Mirajane.

"Speakin' of helping out..." Natsu mentioned.

"Yeah," Lucy continued, "Master, when we were out on our job, Ben said he doesn't have any place to go."

"He said he doesn't know where is home is." Happy finished.

Makarov looked at Ben. "Is that right?"

"Well...yeah. Kinda..." Ben replied sheepishly.

Natsu crossed his arms, and retorted, "'Kinda' nothin', man! You didn't even know what a guild was before today!"

"Yeah," chimed Happy, "wherever you're from must be super far!"

Ben glanced at Natsu and Happy, then back to the floor, in thought. They weren't exactly wrong, per se, but...

"So, Master, the reason we brought Ben with us is because, well... We thought maybe he could-"

Lucy didn't even get to finish her statement before Makarov held his hand up to her, signaling her to stop.

"Say no more." Makarov turned to Ben. "So, you need a place to stay, am I correct?"

Ben was hesitant to answer. He knew Natsu and Lucy had offered him a place to stay, but he was still weighing his options in his mind. He didn't know if he wanted to get too comfortable, and he still wasn't sure if he was really okay with these people going out of their way to put him up. After all, this building seemed cram-packed already.

However, just like back in the forest, he could tell by the tone of Makarov's voice that he really was grateful for Ben saving one of his "children," and wanted to repay him somehow. And if Paradox hadn't found Ben by now, then chances are it could end up being a while before he did. Ben would need a place to eat, sleep, and so on until that happened. Once again, his choice was made clear.

Ben looked to Makarov and nodded. "Yeah. I do..."

Makarov smiled. "Then it's settled." The Fairy Tail master turned to Mirajane. "Mira! Would you mind setting up one of the storage rooms for Ben here?"

"Not at all, Master!" Mira beamed.

With that, Mirajane quickly turned around and headed for a door to the back of the large, open guild hall. Now that that was out of the way, Makarov had one question for Ben.

"Now, I have no problem with letting you stay here until you can find your way home. After all, it's the least I can do for you in return for what you've done. However, I would like to know wherever it is you're from." Makarov proclaimed. "I have no doubt that you're a kindhearted young man, but in order to ward off the suspicion of others... I don't want them thinking that we're harboring some kind of spy from another country or anything of the sort."

Ben's eyes widened slightly. He should've expected someone would want to know where he was from eventually. He didn't know the names of any cities, towns, or countries in this magic-filled universe, save for the few that Lucy mentioned before, and even if he did, he wouldn't feel right lying to them outright; not after they had shown so much kindness to a random stranger like himself.

This was it. He had no other choice but to tell them where he was actually from, regardless of whether or not they'd believe him. However, after learning a bit more about this world, perhaps the likelihood of them actually believing him wasn't as low as he had previously assumed.

"Well... Sure." Ben conceited. "I'll tell you...but, you all might wanna find a seat or something. It's kind of a long story."

Per Makarov's instructions, most of the present wizards pulled up seats from various benches and stools throughout the guild hall, while others simply stood. All of them gathered around one person in particular: Ben.

Ben stood in front of the bar counter and began his story. He started by introducing everyone to the idea of alternate universes. Thankfully, Professor Hamilton's explanation of the concept proved to be sufficient enough for most of the wizards, such as Lucy who's Celestial Spirits were actually from another world, and Makarov, who was simply intelligent enough to grasp it, and to realize the idea isn't as far-fetched as one might think. Other wizards, however, like Natsu and Elfman, needed to have it simplified for them.

Then came the big news. When Ben told them that he was actually from one of these alternate universes, practically every jaw in the building gravitated to the floor instantly. Though, it did make some sense to Lucy and Happy, seeing as he didn't know anything about the various towns in Fiore, about guilds, or anything about the magical world. Why would he if he was from another world entirely?

Ben then went on to explain to them how, in his universe, magic didn't even exist, or at least not like it did in this world. He also told them that unlike everything in this world nearly everything was a result of science and technology, with practically everything in his world being more technologically advanced than in this one.

He touched briefly on his own abilities too, as well as what aliens were. Judging from their reactions, it would seem that there were either no such things in this universe, or no contact had been established with any if there were.

Ben concluded by telling everyone how he had ended up in this world, all the way from Professor Hamilton's lab, to the forest near Oshibana, and then to his encounter with Natsu, Lucy, and Happy.

For a moment, the entire room was silent. Needless to say, the wizards were all shocked by the countless information bombs Ben had just dropped on them. None of them really knew what to say or think, until Cana finally broke the silence.

"Man, he wasn't kiddin'. That was a long story..." Cana noted.

"You poor thing," Mira sympathized.

"Wow, Ben... I had no idea you were from another world like Lucy's spirits." Happy added.

For the duration of Ben's story, Makarov had been sitting on a bar stool next in the front of the group, listening intently, his eyes closed and head lowered for most of it.

"So, tell us, Ben," Makarov spoke. "You say you don't use magic. If that's the case, then how do you manage to turn into the creatures that you've described? These...aliens, you call them?"

"Yeah. If it's not magic, then what is it?" Elfman asked skeptically.

Without responding, Ben lifted up his left sleeve, and held up his arm, allowing everyone to get a good look at the Omnitrix around his wrist. Natsu, Lucy, and Happy had seen that strange device before, just before he had turned into that giant lightning-crab, Brainstorm. They were still perplexed as to what it was, as were the rest of the wizards present.

"This is called the Omnitrix," Ben explained. "This is how I do it. It lets me transform into any sentient race in my universe. It's not magic, but I can see why you guys might think it is."

Suddenly, a petite young girl spoke up. She had wavy, somewhat wild blue hair, with her bangs held up by a patterned, orange bandanna. She wore a short, blue vest that left her midriff exposed, with a yellow bikini top underneath it. She also wore white, knee-length shorts, held up by a brown belt. This was Levy McGarden.

"So, how many of these aliens does that thing have?" Levy inquired.

Ben turned to Levy, and answered, "It has about seventy that are readily available. Give or take five to six."

Ben's statement left practically everyone in the guild hall speechless. Seventy transformations?! That was far more than any Take-Over wizard they had ever seen! However, Levy noticed something about the way Ben said that.

"'Readily available'?" Levy repeated. "What does that mean exactly? Are you saying it has more than that?"

Ben nodded. "Well, unfortunately, it's not fully unlocked right now. But when it is, it has the DNA of over one million different aliens."

If the jaws of the gathered wizards dropped any further, they would've fallen off of their skulls. A million?! Seventy was already insanely more than the average Take-Over wizard, but that was just incredible! Was that tiny device on his wrist really that powerful?

Just then, a man stepped forward to speak up. His most notable trait physically was his brown, fluffy, ostentatious pompadour hair. He appeared to be in his mid-thirties and had a pipe in his mouth. He wore a loose, light green shirt, which was decorated with many motifs of dark green, stylized flowers, each with five petals. He also wore a pair of brown pants, cut off just below his knees. This was Wakaba Mine.

"And how long did yah say you've had this thing for?" Wakaba asked.

Ben looked at Omnitrix before turning to Wakaba. "I've had this one for a couple of years now. But, I started using the original eight years ago when I was ten."

"WHAT?!" Everyone, save for Makarov, shouted.

Ben was somewhat startled by everyone's reactions to what he'd just told them. Though, it did make sense once he thought about it. The Omnitrix was an incredibly powerful device, with the abilities and strengths of every sapient species in his universe. There were DNA samples of some unbelievably destructive aliens inside it. For somebody to wield such a device at the mere age of ten would be a shocking tale to anyone.

"Yeah," Ben explained, "and ever since I got it, I've been using it to help people, whether that means fighting a giant monster, stopping a robbery, or whatever else."

With that said, Elfman walked over to Ben with a smile on his face and patted Ben on the shoulder. His impressive strength, however, sent Ben sprawling onto the floor. "Wow! Now that's what I call manly!" he proclaimed.

"Thanks..." Ben said weakly, "but I'd like to be a man without broken bones...if you don't mind."

After a brief moment, Ben picked himself up from the floor, and dusted himself off, with Elfman crossing his arms and smiling, still seemingly unaware that his strength had been too much for Ben.

"So, Ben, you talk about these alien things, but what do they do?" Gray wondered. "I'm guessin' they're not just for show if yah used one to take out a bunch of bandits."

Ben adorned his face with an expression of deep thought. It was true that his various aliens had a wide array of abilities, but he had sort of lost count of just how many he had.

"Let's see..." Ben counted his fingers as he spoke, "there's super-strength, super-speed, flight, regeneration, and a bunch of elemental powers... I kinda lost track, to be honest. The list runs on pretty long."

Gray's eyes widened as he whispered to himself, "No way..."

The onyx-haired teen couldn't really think of anything else to say. It was crazy. If Ben was even half true, that would mean that he was probably one of the strongest people in the entire building.

Suddenly, Natsu barged through the crowd of wizards with an excited look on his face, and a fire in his eyes, similar to the one Ben saw in them when the Dragon Slayer was fighting bandits back in the forest.

"Alright, Ben! You and me! Right now!" Natsu called out. "Show me what ya got!"

Ben merely blinked at Natsu's declaration, while everyone else simply groaned or sighed as they face-palmed in exasperation. Was Natsu thinking what Ben thought he was thinking?

"What're you suggesting exactly?" Ben asked, confused.

"Oh, come on, man! Isn't it obvious?!" Natsu clenched his fist. "We gotta fight to see who's the strongest! Duh!"

"Geez, give it a rest, kid. You already got your butt handed to yah once this week." Wakaba stated. "That ain't enough for you?"

Natsu turned to Wakaba, annoyed. "Watch it, old-timer! I didn't lose! The fight got called off because those stuck-up Council jerks interrupted it! I totally would've won if they hadn't butted in!"

"That's enough, Natsu!" Makarov ordered. "I won't allow you to fight a guest of this guild!"

Makarov's order seemingly fell on deaf ears as Natsu returned his attention, and excitement, back to Ben. The Omnitrix bearer was confused, to say the least. He didn't see the point in fighting anyone if he didn't have to. He then turned his gaze to the gathering of wizards behind Natsu, all of whom had resigned expressions on their faces.

"He's not gonna stop bugging me about this until I fight him, is he?" Ben deadpanned, pointing at Natsu.

The wizards all simultaneously shook their heads, thus confirming Ben's suspicion, leading the superhero to sigh. He didn't want to do this, but if Natsu wouldn't let up until he conceded, he might as well get it over with now.

"Just do it. The sooner you fight him, the sooner I can drink in peace." Cana said.

'Far be it from me to keep a woman from her alcohol...' Ben thought dryly.

The superhero snapped himself from his musings and turned himself to his soon-to-be opponent, a serious expression on his face

"Alright, Natsu. I'll give you a fight, but only on three conditions..."

Natsu's grin grew wider than ever in anticipation. He was clearly about to burst from excitement at any moment.

"First, we take it outside. I don't wanna wreck your guild hall by accident or anything. Second, if anyone gets seriously injured, we call it off. And finally, after this, regardless of who wins or loses, I'm not going to fight you again."

Natsu's excited mien shifted to one of slight disappointment once he heard the last condition, but it didn't take more than a few seconds for him to perk back up again.

Makarov turned to Ben, and asked, "Are you sure about this? You know you don't have to..."

"I'm sure." Ben clarified, looking at Natsu with a confident smirk. "If Natsu wants a fight so badly, I'll give him one."

"Alright, man. You got yourself a deal! Let's do it!" Natsu shouted eagerly.

Most of the other wizards gathered in the guild hall began to talk amongst each other, clearly excited about this development. They'd just heard so many amazing things about what Ben can do, and now they would get to see him face off against Fairy Tail's very own Fire Dragon Slayer, Natsu Dragneel!

"Can't we ever just have a normal day around here?" Lucy sighed.

...

A few minutes later, and everyone who was inside the Fairy Tail guild hall piled outside. They formed a large circle around the area in front of the guild, which would serve as an arena of sorts for the upcoming brawl. Nevertheless, they all stayed a fair distance away from the center, as per Ben's insistence. With that sorted, Natsu and Ben took their places inside the ring.

"You ready for this, Natsu?" Ben grinned. "You can still back out, you know."

Although Ben was reluctant at first, he had to admit, he was a bit excited about this. He hadn't done any real fighting in a long time. After the Plumbers received advanced tech, any low-lives he ended up handling just got sloppier and sloppier with each passing day. It might be fun to have a good, friendly match with someone who knows his way around a fist fight. And besides, he may have been reluctant at first, but Ben 10 fought to win. No doubt about that.

"Are you kidding?! This is awesome!" Natsu raised his head and exhaled a plume of fire. "I'M FIRED UP!"

It was then that Makarov stepped up, in between the two combatants, and raised his hand into the air.

"Let the match...begin!" he swiped his hand through the air.

Makarov quickly retook his spot in the crowd, while the two fighters prepared themselves. Natsu engulfed his hands in flames, never once losing his wide, excited grin. Meanwhile, Ben activated his Omnitrix. He spent a few seconds scrolling through the playlist, looking for an alien that would be most appropriate to fight Natsu.

Then, he saw it: the perfect icon to match Natsu's hotheaded nature. Surely he'd enjoy fighting this one. Ben tapped the faceplate and slammed down the core as soon as it popped out. After the resulting green flash, the surrounding wizards gaped at what stood in Ben's place. It was a nine-foot-tall, humanoid tiger with no tail. It was extremely buff and bore a large black claw on either hand. Its chest, chin, feet, and hands were all white, while the rest of its fur was orange with black stripes. The Omnitrix dial rested proudly on its chest.

"RATH!" Rath pointed to his opponent angrily. "LEMME TELL YA SOMETHIN', NATSU DRAGNEEL, SON OF IGNEEL! NOBODY PICKS A FIGHT WITH RATH, WITHOUT GETTIN' THEIR FACE STOMPED IN, AND OUT THEIR BUTT!"

In the crowd, Happy was jumping up and down, bursting with excitement at the sight of this cat-like form of Ben's, immediately thinking it was the coolest thing ever. Lucy, on the other hand, was shocked by the sudden change.

"Whoa," Lucy gaped, "What's wrong with Ben? It's like he's a totally different person!"

Levy, who was standing next to Lucy and had heard her question, was also curious as to what had caused this shift.

"I dunno. Maybe some of his forms affect his personality somehow?" Levy suggested.

"Who cares?! It's the most awesomest thing EVER!" Happy giggled excitedly to himself.

Natsu was the only person present who remained unaffected by Ben's sudden personality flip. In fact, if anything, it only made him even more excited. The Dragon Slayer then leaped forward, his flames intensifying as he did so.

"Fire Dragon Iron Fist!"

Natsu reared back his flaming fist and slammed it into the side of Rath's face. Upon contact, Natsu's attack erupted into a conflagration of fire and smoke, making it impossible for anyone, himself included, to see the result. The fire-breather landed on the ground and leaped back and out of the smoke, waiting for it to clear so he could see his handiwork.

After a few moments, the smoke cleared, and everyone was shocked by what they saw. Not only was Rath still standing, but he looked almost completely unaffected by Natsu's attack! The tiger-like alien's head was merely turned slightly from the impact, with a bit of soot on his cheek. The Appoplexian simply turned his gaze to Natsu and wiped the soot off of his face.

"Is that all you got...? IS THAT ALL YOU GOT?!" Rath roared. "RATH'S BEEN HIT BY ICE CUBES HOTTER THAN THAT!"

"WHAT'D YOU SAY?!" Natsu yelled, clearly angered by that remark.

With that, Rath crouched low, preparing an attack of his own. "Now it's Rath's turn..."

Rath suddenly leaped forward, and before Natsu could react, the feline alien shoulder-checked the Dragon Slayer, knocking the latter back several feet. Natsu was sent rolling across the ground but managed to catch himself and land in a crouching position. A second later, the pink-haired wizard rubbed his chest in slight pain, much to everyone's surprise.

This creature that Ben had turned into was undeniably full of bravado, but it had the strength to back it up as well if it was able to injure Natsu enough for him to actually look pained. That said, the hotheaded wizard wasn't anywhere near done yet.

Natsu quickly picked himself up and began to puff out his cheeks, just like Ben had seen him do earlier, in the forest.

"Fire Dragon Roar!"

In order to avoid Natsu incoming torrent of fire, Rath jumped high into the air, flipped, and landed behind the pyro-wizard.

"SIRIUS BUTT-KICKING!" Rath exclaimed.

Rath reared back his leg and kicked Natsu in the rear, which sent the Dragon Slayer tumbling forward and onto his face. Rath then lifted Natsu upside-down and jumped into the air.

"POLARIS PILEDRIVER!"

The hero-turned-Appoplexian delivered a brutal piledriver on Natsu, leaving cracks in the stone-paved ground, causing some of the wizards in the crowd to wince.

Normally, the part of Rath's mind that was still Ben wouldn't let himself go this far against an ordinary human opponent, but after that first blow, he realized that Natsu could take far more punishment than any human he'd ever met. Was that toughness a quality that all humans in this world shared, or was it unique to Natsu? Regardless, after that piledriver, Ben figured that was the end of the fight.

He was therefore surprised to see that Natsu was already struggling back to his feet. However, not only was he able to rise, but he turned to face Rath with the same grin he'd been wearing this entire fight. That was certainly a shocker for Ben. Natsu just had his head smashed against the solid stone, with the impact even leaving marks on the ground, but he was still excited for more?

Without a word, Natsu exhaled another powerful torrent of fire at Rath, with the Appoplexian dodging it by rolling out of the way. However, Natsu proceeded to follow Rath with a roar, leading the alien to have to run on all fours to continuously dodge it. When Natsu's flames died down, Ben halted and began to think to himself.

Natsu may not be the brightest person he had met in this world, but he seemed to have a firm grasp on fighting. Natsu now knew that he couldn't out-muscle Rath, so he had decided to give ranged attacks a try. This tactic might have worked, had Rath been the only form Ben could assume.

Rath reached his hand up to the Omnitrix dial on his chest, and slapped it, creating another green flash, leading most in the crowd, as well as Natsu, to shield their eyes.

When the flash died down, in Rath's place stood a tall, primarily red creature. It somewhat resembled a mollusk in its overall appearance, as it had several gray portholes on its shoulders, arms, palms, and thighs. It had a sloped hump, inside of which its head resided. Its face was also red, although with a gray, pointed chin, and four green, slit eyes. Its upper arms were smooth and black, as was its waist, the latter of which had four gray, insectoid appendages latched onto it from the upper, red portion of its torso. Said upper portion displayed the Omnitrix symbol, in between two green lights, which greatly resembled eyes. The top of its feet had gray, blade-like attachments on them.

"Water Hazard!" Ben shouted.

Back in the crowd, everyone was impressed and surprised by Ben's sudden transformation, more so than the first time.

"He can switch from one form to another?" Gray said, surprised.

"That's crazy..." Elfman added.

"I had no idea he could do that." Lucy gawked. "We only ever saw him turn back into a human, and then into another creature. But now, it looks like he kinda has Erza's Re-Quip skills too!"

Gray's face paled when Lucy said the name "Erza." Though she referred to the final member of their team offhandedly, Gray couldn't help but think...if Ben was even close to being as strong as Erza...

"Switching between forms like that is an incredibly advanced technique for Take-Over wizards," Mirajane stated in a surprisingly serious tone. "I'm surprised Ben can manage it so easily."

If Natsu was surprised at Ben's sudden transformation switch, he did a good job of hiding it. The Dragon Slayer then puffed out his cheeks and exhaled yet another stream of fire at Water Hazard.

"Fire Dragon ROAR!"

Water Hazard didn't even flinch, and instead held out his right hand towards the incoming fire torrent. Suddenly, and much to everyone's surprise, a powerful jet of water erupted from the porthole on the palm of the mollusk-like creature's hand, and upon contact with the raging flames, stopped it in its tracks. It created a huge cloud of steam that surrounded Water Hazard, making him completely undetectable within it.

After a moment with nothing happening, suddenly, Water Hazard lunged out from the steam cloud and towards Natsu. The Orishan moved so quickly that Natsu didn't have time to react before he felt a powerful fist connect directly with his gut, knocking him back a couple of feet. Water Hazard quickly moved in and delivered another punch to Natsu's face, which he tried to follow up with another left hook, only for the Dragon Slayer to dodge and spin around, igniting his leg in flame as he did so.

"Fire Dragon Talon!"

Water Hazard was surprised Natsu was able to recover from both a gut-shot and a right jab to the face so fast. He was so surprised, in fact, that he only barely managed to bring up his left arm to block the fiery kick that would've connected with the side of his headshell. The blow caused Water Hazard to slide across the ground a few feet to his right.

"Nimble, aren't you?" Water Hazard remarked.

Natsu grinned as he wiped his mouth. "Haha! Thanks for the compliment! You're not doin' too bad yourself!"

Water Hazard and Natsu stared one another down for a moment. At that moment, the teen hero realized he was gonna need something a bit more agile if he was going to keep up with Natsu. He knew just the alien for that. However, before he could reach up to switch aliens, Natsu had lunged at him, fists blazing and was prepared to strike again. Water Hazard reacted by lifting up both of his arms, and blasted twin jets of water straight into Natsu's face, sending the wizard flying back about a meter. Natsu landed on his feet but was coughing up water as a result of his face being blasted with it.

With Natsu distracted, Ben slapped the Omnitrix dial, and in another green flash, Water Hazard was replaced with a roughly four-foot-tall, monkey-like alien with light blue fur. It had four arms, six green eyes, and its light blue hair, which had grayish-white streaks in it, was flipped up. The parts of its body that weren't covered in fur, namely its face, chest, belly, feet, and fingers, were all dark blue. It wore the Omnitrix dial on its chest, with four green sashes connected to it that wrapped around its body. It also had a tail that had two grayish-white striped at the end of it.

"Spidermonkey!" he cried out, making monkey sounds.

Everyone watching was impressed yet again, but most was also slightly confused. How was this transformation going to aid him? It didn't look all that tough or strong. Without a moment's hesitation, Spidermonkey rushed forward over to Natsu.

Natsu, who was just recovering from the water he'd been blasted with, looked up to see a blue, three-fingered fist connect with his face, leading him to stumble slightly. Spidermonkey then delivered two considerably powerful kicks to Natsu's chest, one with each foot. These blows sent Natsu tumbling on his back.

However, Spidermonkey's six eyes all widened when he saw Natsu begin to spin on his back, using his hands to do so. The Fire Dragon Slayer's feet then began to ignite in flames, which grew more intense as he continued to spin. Within a few seconds, Natsu was shooting torrents of fire out of his feet; much to Ben's shock.

"Didn't know you could do that" Spidermonkey said, followed up with monkey sounds.

'He can shoot flames from his feet while break dancing? Okay, that's pretty cool.'

Spidermonkey was snapped out of his musings when one of Natsu's flame torrents came right for him, from his right. The Arachnichimp simply ducked under it. Then came the other, lower torrent, leading Spidermonkey to jump over it with relative ease. He kept up this dodging game for a few moments until he had an idea.

Spidermonkey lowered his tail close to the ground and aimed it at Natsu's head. Much to everyone's surprise, a string of web then shot out from the ape-like alien's tail and latched onto Natsu face. Spidermonkey then grabbed the web string, and yanked on it as hard as he could, which pulled Natsu out from under himself, bringing his flame-shooting break dance to an end.

Natsu tried to yell something, but couldn't due to the web covering his face and mouth. Spidermonkey then reeled in his web somewhat and swung Natsu over his head, slamming him into the ground behind him. He did this one more time, leaving cracks in the ground yet again.

Spidermonkey looked at Natsu for a moment. Arachnichimps were deceptively strong. Ben thought that was the end of the fight until he saw Natsu begin to pick himself up, albeit with webbing still on his face. He looked right at Spidermonkey and could be heard yelling something. It sounded familiar, but Ben couldn't make it out due to it being muffled. However, he quickly realized what it was when he saw the web around Natsu's face begin to glow orange.

A second later, and a huge blast of fire erupted from the webbing, and engulfing Spidermonkey inside of it. The Arachnichimp could only place his hands in front of his face in an attempt to block the flames, but it was no use; they were incredibly strong. He tried to use his web-shooting tail to swing himself out, but the webbing instantly melted away from the intense heat. After another moment or so, Natsu's breath attack ended, which sent Spidermonkey flying across the ring and onto his back. He looked pretty banged up, as he had large patches of scorched fur all over his body.

It took a moment for Spidermonkey to begin picking himself up off the ground, albeit shakily. That was certainly the most intense fire Ben had ever felt. The Omnitrix bearer thought to himself as he stood up. He couldn't keep going as he was right now, so he needed to remedy the situation, and he knew just the way to do that.

Spidermonkey weakly slapped the Omnitrix on his chest, and in yet another emerald flash, he was replaced with a tall, humanoid plant-man. It had mostly pale green skin, save for two small patches of black skin on either shoulder, one under its chin and down its neck, and a large one on either side, extending from his hips to his arms. His head had a flame-like pattern to it, as a result of the red petals on the sides of his face, and the one yellow petal protruding upwards from his forehead, which, along with the rest of his face, was also completely black. He had root-like feet, and red, plant-like growths sprouting from his shoulders. He also had pale green growths sprouting from his forearms. It bore the Omnitrix dial on its chest, and its eyes were green with black slits for pupils. Though Ben had transformed, there were still scorch marks all over his body from when Spidermonkey was hit.

"Swampfire!" He announced in a deep, nasally voice.

Swampfire steadily picked himself up until he stood tall and firm. It was then that scorch marks all over the Methanosian's body began to slowly but surely fade away, much to the shock and surprise of everyone watching, including Natsu.

"But how?" Natsu's eyes widened.

"Weren't you listening earlier?" Swampfire smirked. "I mentioned the regeneration thing, right?"

A few seeds suddenly sprout from Swampfire's shoulder, which the Methanosian then grabbed, and lobbed at Natsu's feet; much to everyone's confusion. The seeds then burrow themselves underground, and a couple of seconds later, thick vines burst from the ground underneath Natsu, and wrap around him, effectively rendering him motionless.

That was definitely a shocker for the wizards watching, especially one man in particular. He was a tall, slim young man with black hair. His most notable physical trait was his hair, which was highly unusual, in that a single tuft of it on the top of his head jutted upwards, and was reminiscent of a plant's stem. The rest of his hair was relatively short and was rounded at his forehead. He also had it cut on both sides of his head, each one having a spiraling motif. He wore a white, long-sleeved t-shirt, with a pair of golden belts crossing his chest, each passing over one of his shoulders. He also wore dark green, checkered pants.

This was Droy. His magic allowed him to create and control plant life through the use of magical seeds.

"He can control plants too?!" Droy yelled, shocked.

Next to Droy, stood both Levy, and another man as well, who was also slim, and was of average height. He had orange hair, which was kept jutting backward at the sides of his head. He had a bit of a sharp face overall, along with a prominently flat and defined nose that pointed downwards. He wore an open, light brown coat with white fur trimmings on its edges and sleeves, the latter of which reached down just below his elbows. Underneath this coat was a high-collared, light purple shirt, with its collar mostly left open. He also wore dark, baggy pants, the legs of which were tucked inside dark-colored boots. The most distinctive part of his attire was the fancy, extremely high hat that matched his coat, with a large brim and fur trimmings over its entire length, at regular intervals, in addition to a large, furry ball at the top of it.

This man went by the nickname, "Jet." His magic allows him to run at exceptionally fast speeds.

"As long as he doesn't have anything in that watch of his that's faster than me, I think we're good." Jet remarked.

Levy turned to Jet, and retorted, "Actually, he just might. He did say super-speed was one of his powers, after all."

Hearing Levy say that made Jet feel a little smaller...

Back in the fight, Natsu was still struggling against the vines that held him, but to no avail.

"You ready to give up yet?" Swampfire enquired, placing his hands on his hips.

"Yeah right! You think I can't bust outta these?!" Natsu yelled.

Just then, Natsu's entire body was consumed in powerful flames as he yelled continuously. With each passing second, the flames around him grew hotter and brighter. Eventually, the vines restraining the Dragon Slayer burned away completely, allowing Natsu to land on the ground, and look back to Swampfire with a grin on his face yet again.

Natsu didn't waste any time before he ignited his right fist in flames and lunged at Swampfire once more.

"Fire Dragon Iron Fist!"

To the crowd's confusion, Swampfire simply stood there, not even attempting to dodge Natsu's incoming assault. They, along with Natsu, were all shocked when the Dragon Slayer's fiery fist went clean through the Methanosian's torso!

Several of the wizards watching cried out in fear, thinking that Natsu had just killed Ben. Even Natsu was beginning to freak out.

"OH CRAP! OH MAN, I'M SORRY, I DIDN'T MEAN TO!" Natsu panicked.

Natsu ceased his ramblings when he felt something tap on his head. He looked up to see Swampfire staring down at him, a grin on his face. A second later, Swampfire unleashed a powerful punch to his face, which sent the fire wizard tumbling back several feet. When Natsu picked himself up, he looked at Swampfire with bewilderment. His eyes then widened when he saw the gaping hole in Swampfire's torso begin to close itself, being completely healed in a matter of seconds.

"I get it now..." Natsu said lowly, narrowing his eyes.

"Good. Didn't wanna have to explain it twice," Swampfire said. "Now, how about you have a taste of your own medicine?"

Natsu simply tilted his head in confusion, wondering what Swampfire could mean by that. Before he could ask, a large ball of fire appeared in both of Swampfire's hands. The Methanosian then threw both fireballs at Natsu. However, this time, it was Natsu who didn't flinch from his opponent's attack. Instead, Natsu adorned his face with a smile that could only be described as hungry.

"Medicine is right! COME TO PAPA!"

With that, Natsu reared back his head and took a deeper breath than Ben thought any human was capable of. In response to this, the flames that had landed on the ground in front of Natsu flew into the air in multiple small streaks, and then into the Dragon Slayer's mouth!

"Okay... Didn't know you could do that either." Swampfire remarked, surprised.

Over in the crowd, Happy couldn't help but smile. There was no way Ben could've known Natsu could do that. There were still some people in this world who didn't know that.

"Bet Ben never saw that one coming." Happy commented. "There's no way he could've known that Natsu can eat fire to replenish his strength and magic energy."

Natsu let out a loud burp. "HOO, boy! You gotta work on your appetizers, man!" He wiped his mouth. "Even so...thanks for the grub, Ben. Now I've got a fire in my belly that's ragin' to get out!" he grinned roguishly.

Natsu then begins to puff out his cheeks once more, much wider than Ben had seen him do before. That could only mean one thing.

"Fire...Dragon...ROOOAAARRR!"

Natsu spit out what had to be the largest torrent of fire Ben had seen him make since he'd met him. The flames were approaching Swampfire incredibly fast. In a split second decision, Swampfire reached up and slapped the Omnitrix dial on his chest, creating another green flash just as the flames made contact.

After several seconds of Ben being completely engulfed in flames, Natsu's breathe attack finally died down. When the pink-headed looked to see what he thought would be Swampfire lying immobilized on the ground, he, and everyone else was shocked to see what appeared to be a humanoid moth-man, covered in a blue and black cloak, giving it the appearance reminiscent of a phantom. Aside from its appearance, the most shocking thing to everyone was that the creature looked completely unharmed!

Suddenly, the moth-man opened its cloak, which upon doing so, was revealed to actually be its wings that were considerably large. Its body was relatively the same color scheme as its cloak, with the front of its torso being blue, and the rest of its body being black, save for the few light blue splotches that were on its arms and legs, as well as the hints of blue on its face. Its teeth were also perpetually visible.

"Big Chill!" He uttered eerily.

Not at all intimidated by the appearance of this new, insect-like form of Ben's, Natsu leaped forward, his leg wreathed in flame.

"Fire Dragon Talon!"

Once again, Ben made no attempt to dodge the incoming attack, which led everyone watching to believe that this form also had regenerative powers of some sort. However, they were all surprised to see that rather than Natsu hitting Big Chill, he went straight through him instead, as if the moth-like alien wasn't even there!

After lunging straight through Big Chill, Natsu landed on his feet and turned back to the Necrofriggian in confusion.

"What the...?"

Big Chill glanced back at the Dragon Slayer and grinned. "Intangibility...comes in handy."

Natsu then leaped at Big Chill again, and tried to punch him with a fiery fist, but to no avail as his fist goes straight through the moth-like alien once again. Natsu tried to punch his adversary multiple times, but each time he ends up with the same results.

"Hey! What gives?!" Natsu shouted, annoyed.

"I just told you. You can't touch me. Literally. Now, I think you need to cool off."

Natsu looked somewhat confused by Big Chill's statement, wondering what he could've meant by it.

"What're you-"

Before Natsu could finish his question, Big Chill took a deep breath and exhaled a blast of freezing vapor directly at Natsu's face. Upon contact with Natsu's head, the vapor drastically reduced the temperature of the air around it, thus effectively encasing Natsu's head in a thick chunk of ice.

In the crowd, Gray's eyes widened. He wasn't expecting that at all, nor did anyone else.

"He has ice powers too?" Gray said, shocked. "Is there anything this guy can't do?"

"For real!" Lucy agreed. "Strength, plants, fire, webs, and now ice too?"

"He may have ice powers, but that breath he just used didn't seem quite as powerful as your magic, Gray," Levy noted.

"Yeah, it doesn't look like he can really make anything out of it. He just breathes it!" Happy added.

It didn't take long for Natsu to melt the ice around his head with fire from his hands. Once he did, he glared back at Big Chill.

"Did ya really think ice was gonna hold me?! Come on, man! What else ya got?!"

Big Chill mentally slapped himself for that one. Natsu was right. Why did he think ice was going to hold someone who could ignite their entire body in fire? He looked back to Natsu and began to think.

Water Hazard was his best advantage over Natsu, but judging from the one hit the Orishan took from him, he likely couldn't take too many more. His exoskeleton was tough, but he still felt the force behind that one kick. Spidermonkey was more agile than Natsu, but couldn't take a direct hit from his breath attack. Swampfire was at an elemental stalemate with him; since they both used fire, neither one would really get anywhere, especially considering Natsu could easily burn Swampfire's vines away with his magic. Ben didn't want to use any of his heavy-hitters like Four Arms or Humungousaur against the guy; after all, he could end up hurting him pretty severely with one of those. So what could he do to finally put this match to an end? What was this guy's weakness?

A light-bulb went off in Ben's head at that moment. He knew exactly how to beat Natsu.

"Alright, Natsu," Big Chill called out in his eerie voice, "I'm giving you one last chance to forfeit! I suggest you take it, otherwise, you might be feeling this tomorrow."

Natsu simply grinned wider at Big Chill's threat, excited that he'd get to see yet another one of Ben's forms. He was feeling pretty confident. He'd already forced Ben to switch aliens multiple times and was excited to see what else the shape-shifter had up his sleeve.

"You gotta be kidding, man! This is great! I'm so fired up I feel like I'm about to explode!" Natsu roared excitedly.

Big Chill's neutral frown shifted to a slight grin upon hearing Natsu say that.

"Fine then. But don't say I didn't warn you." The Necrofriggian replied.

Natsu leaped into the air, above Big Chill, his arms wreathed in flames. He swung his arms around in circles a few times, before hurling them at the moth-man.

"Fire Dragon...Wing Attack!"

The area around Big Chill erupted in a fiery explosion, with Natsu landing on the other side of where he once stood, a few feet away from the smoke plume. The Dragon Slayer then took a look back at where Big Chill was waiting for the smoke to clear so he could see what damage he'd done. However, he, along with everyone else, was surprised to see another green flash shine through the smoke of the powerful fire spell.

After a moment, the smoke cleared, to reveal a hulking, broad-shouldered creature with white skin. Its face was on its torso, and it had no neck or actual head. Its mouth was large, and had black lips, with its green eyes also being surrounded by black marks. The top of its head was black, and from that, a thick, black stripe jutted down in between its eyes, with a similar stripe jutting up from between its legs, and up most of its torso, ending shortly below its lips. It had natural yellow armor all across its back with thin, black gaps between each plate. It also bore this yellow armor on its shoulders, hips, and the backs of its hands. Its palms were completely flat, and it had four black claws on each hand, as well as three claws on its somewhat stubby legs. The Omnitrix dial rested overtop the black stripe on its chest.

"Cannonbolt!" He announced in a deep voice.

Everyone in the crowd was rather perplexed by the appearance of this most recent form of Ben's. Most of the forms they had seen thus far were strange in their own way, but this was by far the most bizarre. What could it do?

As if in answer to everyone's question, Cannonbolt used Natsu's puzzlement to his advantage as he took two steps over to the Dragon Slayer, and wrapped him in a large bear-hug. At first, everyone thought Ben was trying to crush Natsu; however, they were proven wrong when Cannonbolt suddenly curled up into a big, yellow ball, concealing all of his white skin. Now they were especially confused.

"Hey!" Natsu yelled; his voice muffled. "What's the big idea?! Lemme outta here!"

Although the wizards on the outside of Cannonbolt's now-spherical form couldn't make out what Natsu was saying, they could see the yellow ball rumbling slightly, likely from Natsu trying to punch or kick his way out. Cannonbolt, however, heard him loud and clear.

"Not a chance. Now, let's roll!" he quipped.

With that, Cannonbolt suddenly began to spin in place, much to the surrounding wizards' surprise. A few moments of spinning later, after Cannonbolt had left a significant furrow in the ground, the spherical alien then shot forward, rolling at a considerably fast speed. The Arburian Pelarota then shifted his aim and began to roll in a large, wide circle with Natsu still inside.

"What's he doing to Natsu?!" Lucy asked.

Happy eyes widened in realization. "Oh, I know! He remembered Natsu's motion sickness from the train earlier, and he's using it against him!"

Gray folded his arms and smirked. "So he's doesn't just have power, but he's got a brain to boot. Not bad..."

After a few moments, Cannonbolt ceased his rolling around, and uncurled himself, allowing a thoroughly dizzy and motion sick Natsu to fall to the ground, ready to puke his guts out.

"I think we're done here," Cannonbolt remarked.

In the crowd, Makarov had been observing the fight very closely. Needless to say, he was just as impressed by Ben's power and variety as everyone else was as well as the intellect he displayed. However, this fight raised a few questions in Makarov's mind.

Regardless, with that, Makarov entered the ring and stood next to the defeated Natsu and the triumphant Cannonbolt.

"This fight is now over!" Makarov declared. "And the winner is Ben Tennyson!"

Most of the wizards in the crowd were still in shock at the result of the fight. Ben had just defeated Natsu, and while others have accomplished this in the past, everyone was still surprised by how he had done it. No one had ever used Natsu's motion sickness as a weakness during a fight before.

Cannonbolt reached up and tapped the Omnitrix dial on his torso, and in another green flash, he returned to his human form. He then turned to the crowd of wizards who had been watching the fight. For a moment, he had thought the members of Fairy Tail would be angry or upset that they had beaten their friend in a fight, but it was quite the opposite, as he was met with thunderous applause; much to his surprise.

Gray, Lucy, and Happy all walked over to a now-victorious Ben.

"Good show out there, man." Gray complimented. "It never gets old seein' charcoal-breath over there getting his butt whooped."

Ben chuckled. "Well, I'm glad it was entertaining at least." It was then that the superhero looked down, and looked back up at Gray with an exasperated expression. "Uh... Gray? Your clothes...?"

Gray looked down at himself to see that, once again, he had managed to strip down to only his boxers.

"CRAP!"

As Gray scrambled for his clothes, Ben turned around to see that Natsu was currently struggling to his feet, still looking queasy from Cannonbolt's attack earlier. He then walked over to him, and in a show of good sportsmanship, he held out his hand to help Natsu up.

"You okay, man?" Ben asked.

Natsu grinned weakly. "Yeah... It's nothin'... Can't wait to kick your butt for real next time."

"Hey, remember our deal. You agreed to it, so there's no backing out. This is the last fight you and I are gonna have. Besides, I don't think you really wanna take another trip with Cannonbolt, do you?"

The only response Ben received from Natsu was the latter's cheeks puffing out, and the Dragon Slayer holding his hand to his mouth at the mere thought of rolling around in Cannonbolt's ball form again.

Ben began to chuckle at how easily Natsu's motion sickness could be triggered until he heard a new voice call out over the noise of the crowd of wizards.

"What's all this commotion?"

The instant everyone heard the voice speak, it became dead quiet. Natsu's face became even paler than it already was upon hearing it, much to Ben's confusion. The Omnitrix bearer turned around to see the source of the voice, to find that it was a young woman, who looked roughly his age but carried a strong, firm attitude. The first thing he noticed about her was the color of her hair, which was a bright scarlet color. The next thing that stood out to him is that she was almost completely covered in armor. She wore a breastplate over her torso, which had a red Fairy Tail emblem over the left breast, and a golden, asymmetrical cross that intersected over top of that. Her shoulders had three-layered shoulder plates, and she wore greaves on her forearms that ended in a wing-like structure at her elbows. She also wore a blue skirt, which was covered slightly by plates of armor attached to brown, leather straps that connected to her equally brown belt. In addition, she also wore black, knee-length boots.

Another thing that stood out to Ben is that, despite her unusual wardrobe choice, she was remarkably pretty. Even more so than Mirajane

However, it was then that Ben took a look around at the gathering of wizards. For some reason that he couldn't understand, everyone present, save for Makarov and Mirajane, paled just as much as Natsu at the sight of this woman, and were slowly but steadily backing away in what appeared to be fear.

The scarlet-haired woman glanced around at the now-silent wizards, and narrowed her brow, seemingly irritated that no one was answering her question. However, Mirajane was the first one to break the silence as she approached the armored woman.

"Welcome back, Erza! I'm assuming the job in Freesia went well?"

The armor-clad, scarlet-haired woman, now known as Erza, turned to Mirajane with a neutral expression.

"Yes, it went quite well. The townspeople are safe and it would appear that they're still upset about Natsu destroying their historic church." Erza replied. "Now, I don't suppose you could tell me why everyone has gathered outside of the guild hall? Don't tell me Natsu and Gray have gotten into another fight..."

Mirajane smiled. "Well, it wasn't Gray, exactly, but..." She then waved Ben over, to which the shape-shifter responded by approaching the two ladies. "Erza, this is Ben. Lucy and Natsu ran into him while they were out on a job today. He has no place to go, so Master is letting him stay here until he can get home. After he explained where he was from and what he could do, Natsu challenged him to a fight and lost. You just missed it, unfortunately."

Erza then turned to Ben and gave him a hard stare, which caused most of the wizards watching to turn even paler.

"Is this true?" Erza asked.

"Well, that was more of a brief summary, if anything, but yeah. Pretty much." Ben replied nonchalantly.

Erza turned her gaze to Natsu, who froze completely upon realizing she was looking at him. However, she quickly returned her attention to Ben and held out her armored hand.

Erza smiled. "It's a pleasure to meet you, Ben. My name is Erza Scarlet."

Ben's eyes widened ever-so-slightly at Erza's reaction to Mirajane's explanation, or rather, her lack of one. Even so, Ben took her hand and shook it with a smile on his face.

"I'm Ben Tennyson. It's a pleasure to meet you too, Erza."

After their handshake, Erza focused her attention on a certain Dragon Slayer, who, as the armored wizard approached him, began to tremble in fear along with most of the other wizards watching. She gave Natsu a good looking-over, almost as if she were checking to see if he was injured.

Ben cocked a brow. 'What's everyone so worked up about? She's just seeing if he's alright.'

As if on cue, Erza brought her armored fist down onto Natsu's head with an audible clang, leading Ben, and everyone else, to wince.

'Oh... I guess that's why.' Ben mused.

"You idiot! How dare you challenge a guest of this guild to a fight! I have half a mind to beat you myself!" Erza roared.

Before Erza could carry out her threat, Makarov quickly stepped in and pulled the redheaded wizard away from Natsu, with the latter instantly scurrying over to the guild hall's entrance afterward.

"Now, now, Erza. Settle down." Makarov appeased.

As Makarov tried to calm Erza, several feet away from the two of them were Ben, Gray, Lucy, Elfman, and Happy.

Ben looked to the group and pointed to Erza. "What was all that about?"

"That's Erza for yah." Happy commented. "Always bringin' down the iron fist. She's the strongest woman in Fairy Tail! She's super strong and super scary!"

"She's the manliest one in the guild..." Elfman remarked.

"You do not wanna get on her bad side. Period." Gray concluded.

All Ben could do was stare at his newfound friends in slight bafflement. Was her strength really enough to warrant all this fear from everyone? Granted, it sounded like they still respected her, but even so, she didn't seem scary at all to Ben, or at least not from their brief interaction anyway.

Ben was snapped out of his musings when Makarov began to speak, with Erza standing at his side as he did so. "Alright everyone, as fun as it was, the show's over now! Time for you to head back inside!"

With that, the wizards all began filing back into the guild hall, with Makarov, Erza, Ben, Gray, Lucy, Elfman, and Happy following them. It was still fairly early in the afternoon, so Ben figured he might as well get accustomed to the place he'd be staying for the foreseeable future.

...

Things had finally begun to settle down from the brawl between Natsu and Ben; though, at first, many of the wizards did approach the Omnitrix bearer to congratulate him on his well-earned victory. He was flattered, but still couldn't quite fathom why they'd be happy that he'd beaten their friend.

Ben was currently sitting on a stool at the bar, simply looking out at the guild of rowdy wizards as they resumed whatever it was they were doing before he arrived. He didn't know exactly what to feel right now. Part of him was extremely grateful to them for allowing him to stay in their guild hall, but another part of him felt...strange. Here he was a person with no magical abilities to speak of, in the midst of an entire guild full of nothing but wizards.

Mirajane and Makarov were also at the counter, with the former being behind it and the latter sitting cross-legged on top of it. Mira seemed to notice Ben's reluctance to join the others.

"What's wrong, Ben? Is everything alright?" Mira asked, concerned.

Ben turns around in his seat to face Mirajane, a slightly awkward look on his face. "Yeah, I'm fine. I guess I just feel a little out of place is all."

"Whatever would make you feel like that?" the white-haired beauty wondered.

"I dunno," Ben sighed. "I mean, I'm not even a member of your guys' guild or anything. Do non-members usually stay here as guests?"

Mirajane tapped her chin in thought, seemingly trying to recall an instance of a guest staying at the guild who wasn't a member.

"Hmm... I can't say I remember it ever happening before." She looked at Ben and beamed. "I guess that makes you the first one!"

Before Ben could think of a response, Natsu barges into the conversation by slamming his hand on the bar counter, an excited grin on his face yet again. "So, Ben! What do ya say to Round Two?!"

Ben sighed, exasperated. "Didn't we already talk about this? We had a deal, Natsu."

"Yeah, yeah, whatever! Come on, man!" Natsu urged. He then begins to punch the air as he talks, similarly to how a boxer would fight. "If I have to sit around in here all day, I'll-"

Suddenly, Natsu's rambling was cut off by an armored fist to the top of his head once again, sending shivers up the Dragon Slayer's entire body. Ben turned to his right to see that Erza had stepped over and was visibly displeased with the fire-breather's actions.

Mirajane smiled. "Oh my goodness."

"What did I say?!" Erza growled. "You are not to challenge Ben to another fight, do you understand?!"

"Yes, ma'am!" Natsu trembled.

With that, the pink-haired wizard quickly scrambled away, leaving Ben, Erza, and Mirajane to watch as he ran off.

"Thanks for that." Ben turned to Erza. "I don't know how many times I have to tell him no before he takes the hint."

Just then, Happy entered the conversation, wearing his usually happy smile.

"That's Natsu for yah." He chimed.

And just like that, Happy flew off, leaving Ben slightly bewildered. However, it was then that Erza spoke up, snapping Ben out of his bewilderment.

"I swear, sometimes I don't know what to do with him..."

"Well, it looks to me like you handle it well enough." He commented.

Erza simply sighed as she placed her armored hand on her forehead, shaking her head in frustration. However, she quickly recovered and returned her attention to Ben.

"So, Ben, it seems all anyone can talk about is how you defeated Natsu in combat. You must be quite the wizard." Erza commented.

Ben internally sighed from that comment. Ever since he had beaten Natsu, everyone had been talking about what a talented Take-Over wizard he was, despite how many times he told them he didn't use magic. Erza then took the seat at the bar to Ben's right and turned to him.

"I wouldn't really call myself a wizard," Ben said.

Erza cocked a brow. "And why's that?"

"Well, because I don't use magic." He explained. "I can't even use it in my world, let alone this one."

Ben turned to face Erza to see that the armored wizard was staring at him in utter confusion, clearly taken aback by what he had just said.

"'My world'?" She echoed. "What exactly are you referring to?"

Ben's eyes widened slightly from surprise. He had figured someone would've told Erza about his otherworldly origins by now. It had been a little bit since the fight ended. So, just as he did with everyone else earlier, he explained to her how he was from another universe. Luckily, Mirajane was there to help him with that a small bit. At the end of his explanation, Erza looked more than a bit surprised.

"You say you're from a world alternate to our own? How is that even possible?" Erza queried.

Ben nodded in understanding. "Yeah, I know it must sound pretty crazy. I mean, this world doesn't seem to have the kind of advanced technology to make those kinds of observations, so I'm not really surprised that the idea is foreign to most people."

Erza didn't respond and instead shifted her gaze directly into Ben's eyes with a serious look in her own. It was almost as if she was looking straight through him, oddly enough.

Before Ben could question the look Erza was giving him, the scarlet-haired wizard's attention was drawn by something behind him. When Ben turned around to see what it was he saw that Makarov looked a noticeably sleepier than he did only moments ago. Mirajane also noticed this and looked slightly concerned.

"Sir? Is something wrong?" Mira questioned.

"I'm fine... Just sleepy..." He replied.

Makarov's tired face then grew slightly darker, much to Ben's confusion.

"He's coming..."

Just then, Ben noticed that Mira's eyes seemingly became heavier all of a sudden. "Mira...?"

Mirajane didn't respond as her eyes closed, and she fell limp on the floor, sound asleep. Ben would've stood up and tried to help her, but then he felt his own eyes getting heavier. What was happening?

Over in the rest of the guild hall, Gray and Elfman, as well as everyone else, looked either considerably tired or pained, much to Ben's confusion. What did Makarov mean by that? "He's coming"? Who was "he"? Ben would've asked if he could, but he couldn't find the strength to for some bizarre reason.

"Not again..." Gray groaned.

Everyone around the guild hall began to drop like flies: Natsu, Gray, Elfman, Happy, Lucy, Levy, Jet, Droy, Wakaba, and everyone else. Ben couldn't stay awake any longer himself, as his the left side of his head fell flat onto the bar counter. Erza was the last to succumb to whatever this phenomenon was, with her head also landing firmly on the counter.

After everyone, save for Makarov, was sound asleep, a figure entered through the entrance of the guild hall. It was a man; that was the only discernible feature about him. He wore a dark blue cloak with an upturned collar, which was held together by two red buttons tied together with white string. His arms and legs were covered in bandages, and he wore dark blue gloves on his hands that matched his cloak. He also sported a dark blue bandanna on his head that obscured his eyes, with a silver forehead protector. He had a dark green cloth which was wrapped around his neck and face, obscuring everything from his nose down. His upper legs were covered in bizarre, dark blue pants that puffed out, ultimately resembling upside-down bells with two silvery-gray stripes on either one. Around his waster, which was obscured by the aforementioned bell-like pants, he wore two dark green belts, similar to the larger dark green strap with a silver buckle which was slung over his right shoulder. The man carried a wooden staff with a fan-like end to it in his right hand.

The oddly-dressed man steadily approached Makarov, and made a left, walking over to the bulletin board to the left of the bar. Above this board read, "Request Board." This was where the multiple wizarding jobs that came in from all over were posted, and could be taken by any wizard looking for work.

The bizarre man walked over to the board, ripped a flier off of it, which appeared to have the image of a large, reptilian monster on it, and walked back over to Makarov, who simply looked up at him.

"Mystogan..." Makarov said.

The masked man, now known only as "Mystogan," spoke up, but in a low, monotone voice.

Mystogan held up his flier and simply said, "I shall return..."

"No, wait. Lift your sleeping spell before you leave." Makarov ordered.

Without responding, Mystogan glanced to his left, to see Ben and Erza sleeping with their heads on the bar counter. He looked at Ben in particular for a moment, leading Makarov to also turn to the young shape-shifter. Any expressions the mysterious wizard may have been making were hidden by his bandanna and mask.

"What is it?" Makarov asked, curious.

Mystogan continued to stare for a brief moment, not saying a word. However, he then turned around and began to walk away, job request in-hand. As he made his way back through the guild hall, he spoke to himself.

Mystogan passed by several tables and started his countdown. "Five..." he walked past several wizards lying on the floor. "Four...Three..." As Mystogan made his way to the exit, he continued counting down. "Two... One..."

With that, the mysterious man disappeared completely, fading away in an eerie blur.

After he had disappeared, almost everyone in the guild immediately came to, with their eyes shooting wide open. There were a scarce few who didn't awaken instantly, with those few being Natsu, Ben, and Erza, as well as some others around the guild hall.

Ben's eyes looked strained for a moment before they slowly started to flutter open. After a couple of seconds, they finally refocused.

The first thing Ben saw upon completely opening his eyes was the sleeping face of Erza, much to his surprise. For a moment, he couldn't help but stare at her, that is until he regained his awareness and picked his head up off the table. He then looked around, seeing that most of the wizards were now picking themselves up from the floor.

Erza woke up shortly after Ben did, and also picked her head up. She placed her armored palm on her forehead, seemingly still reeling somewhat from whatever just happened. Ben could definitely relate. What was that? Everyone was fine one moment, and then the next thing he knew, everyone was falling to the floor dead asleep.

It almost kind of reminded Ben of the ability of a new form he had unlocked a month prior arriving in this universe. He inwardly sighed in distress. That form had earned him quite a bit of laughing and mocking from Kevin for over a week while Gwen commented on how cute it was.

He shook his head from that memory and snapped back to reality.

"Oh, man…" Jet moaned. "Was Mystogan here?"

Droy rubbed his eyes. "What a jerk..."

"Does he have to put us to sleep every time he comes here?" Levy groaned.

Ben had overheard what the trio of wizards had just said from a table not too far away from the bar counter.

'Mystogan? Who's that?' Ben wondered.

Lucy groggily walked over to the bar counter where Makarov was with a sleepy look on her face, rubbing her eyes all the while. "Who's this Mystogan guy?"

"I was about to ask the same thing," Ben said.

Both Gray and Elfman walked over to the bar as well, standing right beside Lucy.

"For one, he's a contender for Fairy Tail's strongest wizard," Elfman answered.

Ben turned to Elfman, sleepy but still surprised. "Really?"

Lucy rubbed her eyes, and questioned, "He's that strong?"

"Yeah..." Gray nodded, "and for some reason, he doesn't want anyone to see what he looks like. So, whenever he comes here to take a job, he casts a sleeping spell."

Ben, now having fully recovered from his bout of sleepiness, turns around in his seat to face Gray with a slightly suspicious look on his face.

"That's kinda creepy..." Lucy commented.

"Right? Why wouldn't he want people to see what he looks like?" Ben asked.

Gray shrugged. "Nobody knows..." He glanced over at Makarov. "Master Makarov is the only person here who's ever gotten a good look at his face..."

"That's not true. I've seen him before..." a voice spoke out.

Everyone was surprised to hear the new voice speak up, including Ben, and turned to its source. Standing on the second floor of the guild hall was a tall and muscular man that appeared to be in his early twenties. He had spiky, blond hair which was slicked back, with several spiky strands pointing backward, and a few small tufts hanging down on his forehead. He had a very distinctive, lightning bolt-shaped scar over his right eye and eyebrow. He wore a pair of partially-rounded headphones, with each one possesses a single, large spike in the center. He wore a mustard-yellow shirt with black, leopard-like spots on the shoulders, collar, arms, and sides. Over the top of this shirt, he wore a large, black coat with bluish-gray fur trimmings, which was hung lazily over his shoulders. He also wore wine-red pants, and plain, silvery-white shoes.

The man was currently leaning his right elbow on the railing, with his hand holding his head as he wore a snide grin as he chuckled lightly to himself.

Several individuals around the guild walked over below the balcony and looked up at this blond, headphone-wearing man with slightly surprised expressions. Ben and Erza both got up from their seats at the bar to do so as well.

One of the aforementioned individuals was a man who was roughly in his mid-thirties. He was a slim, mildly muscular man of average height, with short, slicked-back dark blue hair. He had linear, dark eyebrows, dark eyes, and a prominent nose with a flat, rectangular front. The lower half of his face was covered in a considerable amount of stubble, which includes a thin mustache. He wore a high-collared, knee-length white jacket with the sleeves rolled up, and blue trim, as well as blue innards. Underneath this, he wore a black shirt, tucked into a pair of brown pants held up by a white belt with a golden buckle.

This was Macao Conbolt.

"Laxus!" Elfman called out.

"Talk about rare," Macao commented.

"You're never here," Wakaba added.

"And here's another contender," Gray said flatly.

Ben looked to Gray, slightly surprised, and then turned back to the blond, scar-faced wizard, known as Laxus. Ben had no gauge of what a powerful wizard looked like in this world, having only been in this magic-filled universe for less than a day. The only powerful wizards he had ever encountered were Hex, Charmcaster, and Adwaita. But after meeting Natsu, Erza, and several other wizards of the Fairy Tail guild, he was beginning to realize that there was a lot more variety in magic in this world than in his.

"Mystogan's just a little shy. You should all respect his privacy." Laxus grinned snidely.

Laxus hadn't said more than a few words, but Ben could already tell that he didn't like his tone.

It was then that Natsu's eyes finally jolted open, Mystogan's sleeping spell having only just now worn off for him. The Dragon Slayer quickly jumped to his feet and onto a table as he looked up at Laxus with a determined expression and clenched fists.

"Alright, Laxus! IT'S TIME TO BRAWL!" Natsu yelled.

Ben closed his eyes and sighed, exasperated. "Seriously...?"

"Gettin' your butt kicked twice in one week wasn't enough?" Gray said, annoyed.

"Yeah, pal. If you can't even win against the redhead, why bother with me?" Laxus mocked with an amused grin on his face.

It was then that Ben could feel a strange air coming from his left. He turned to see Erza glaring up at Laxus with an incredibly dark expression. Ben certainly hadn't seen her like that before.

"What was that?" Erza snarled.

"No need to get all worked up, Erza." Gray lifted up his hands in a placating gesture, trembling slightly.

Laxus simply scoffed at Erza's obvious anger towards him as well as Gray's attempts to placate her. "Word on the street is the Fairy Tail guild has a new special guest." The blonde wizard stated. Laxus then glanced over to Ben, which the Omnitrix bearer was quick to notice. The more this guy spoke, the less Ben liked him. "...and that he gave 'Natsu the Salamander' the biggest thrashing this week." he taunted.

"HEY!" Natsu shouted indignantly.

"Talk about pathetic." Laxus sneered. "You challenge some nobody fresh off the streets and lose to him. Then you think you have what it takes to go up against me?" The blonde man simply laughed.

Ben's eyes narrowed at Laxus, who was laughing up a storm. He wasn't even necessarily mad about the arrogant insult the blond-haired man casually threw at him. He was more angered by the fact that he was speaking in such a condescending way to people who were, at least in Makarov's eyes, supposed to be his "family." Erza seemed to feel the same way as she angrily stepped forward, standing tall and firm, glaring at Laxus.

"If you have something to say then come out and say it!" Erza yelled.

Laxus ceased his cackling and outstretched his arms. "I'm saying that I'm the guild's strongest wizard."

Natsu gritted his teeth and narrowed his eyes up at Laxus. "Then come down here and prove it."

"You come to me, little man." Laxus talked through his teeth, speaking in a mocking tone.

"With pleasure!"

Natsu then hopped off of the table he'd been standing on, rushed over to the bar, and jumped over the counter, heading towards the staircase behind it that led to the second floor of the guild hall. However, Natsu was stopped in his tracks when Makarov's left arm suddenly stretched out, with his fist becoming at least five times larger than the old man's entire body, and slammed down on Natsu, pinning him underneath. Needless to say, Ben was not expecting that at all, especially not from Makarov. Neither was Lucy or Mirajane, judging from their shocked expressions.

"Whoa," muttered Ben.

Makarov wasn't even facing Natsu, but instead had his eyes closed and head lowered as he faced forward, a very serious aura about him, unlike anything Ben had seen from him until now.

"You're not allowed on the second floor, Natsu. At least not yet..." Makarov reprimanded.

Laxus rested his chin on his wrist and scoffed. "Think yah made him grumpy..."

Natsu's face only grew angrier with Laxus's comment as he struggled against Makarov's massive left fist, but to no avail. "Shut up!"

"That's enough outta you, Laxus!" Makarov chastised.

Ignoring Makarov's demand, Laxus stood tall, an arrogant, condescending grin on his face as he looked down at everyone present in the guild hall.

"The most powerful one in the guild isn't a chick or some hooded weirdo. Ya wanna know what the strongest wizard looks like?" Laxus paused to point at himself. "You're lookin' right at him!"

Ben could only glare at Laxus as did everyone else, all of them thoroughly angered by everything the arrogant man had said. It appeared that there were jerks in this world like there were in Ben's, and Laxus was just the first one he'd met.

'And hopefully the only one...' Ben mused dryly.

...

Later, once the sun had gone down, and most of the Fairy Tail wizards had left for their respective homes, Mirajane, Lucy, and Ben were at the bar counter yet again, with Mirajane standing behind it, while Lucy and Ben sat on a couple of stools in front of it.

"Hey, Mirajane, lemme ask ya something, what was the Master talking about earlier?" Lucy inquired. "Why can't we go up to the second floor?"

"Yeah, I was gonna ask about that too." Ben included. "He seemed pretty serious about it."

"That's because that area is reserved for advanced members of the guild. The jobs that are listed on the request board up there make the ones down here look like child's play in comparison. They're called S-Class quests." Mirajane replied.

"S-Class...?" Ben echoed.

Mira nodded and explained, "They're jobs so dangerous that one wrong move could be your last. But, with that risk, comes a higher reward."

Ben nodded in understanding. From what he knew about this world, apparently fighting a band of thirty-plus bandits was considered a low-paying wizarding job, or at least in comparison to other jobs. It was still somewhat of a bummer to Ben that these wizards got paid for doing essentially what he did back home; however, he was hardly concerned about it. Especially since it sounded like they made just as many people happy on a daily basis as he did, or at least used to before the Plumbers received their new gear.

"There are only five people in the entire guild who are considered S-Class. That includes Laxus, Mystogan, and Erza." Mira continued.

Ben's eyes widened from surprise after hearing that. He heard from Happy that Erza was the strongest woman in Fairy Tail, but he hadn't expected her to be one of the guild's S-Class members. She seemed so different from Laxus and Mystogan, the latter of whom was so secretive he couldn't even let people see his face, and the former of whom was an arrogant jerk who talked down to his fellow members. For the most part, she seemed just like everybody else in the guild, despite being one of the most powerful wizards in it. He gained a new level of respect for her just then.

Mirajane turned to Lucy. "But I wouldn't worry about it if I were you, Lucy. In my opinion, there's no amount of money worth risking your life over."

"Yeah, no kidding." Lucy agreed. "Especially not after today's little mishap..."

Ben simply nodded in agreement.

...

After a while, Lucy took off back to her apartment in Magnolia, with Mirajane heading off to wherever it was that she stayed. Before the white-haired beauty left, she made sure Ben knew where everything was, just so he'd know his way around the place.

Right now, Ben was currently sitting on a bench at one of the many tables in the main room of the guild hall, seeing as he couldn't sleep. After all, how could he? So many things had happened in only one day, and he was only just now getting the opportunity to process all of it. He'd met a strange professor and had been sent to another universe, seen magic the likes of which he'd never seen before, been introduced to an entire guild full of wizards, fought a guy who had been raised by a dragon, been put to sleep by a mysterious wizard, and had an encounter with who was undoubtedly the biggest jerk he'd met in this crazy world he's found himself in.

Even by Ben's standards, this had been quite the experience. Sure, he'd traveled to another universe before, but that was nothing like this one. And he still had no idea how he was going to get back home. The QDG had vanished, leaving him stranded here, and it would seem Paradox has yet to discover his current location in the multiverse. Surely if he had, he'd have come to take Ben back to his own world by now.

"Can't sleep?"

Ben turned around, to see Makarov standing behind the table he was sitting at. The elderly man then hopped up onto the opposite bench, and subsequently onto the table.

"Oh... Yeah, I guess..." Ben replied sheepishly.

"It's been quite the day for you, hasn't it, Ben?"

The Omnitrix bearer chuckled lightly. "Yeah, you could say that. It's been a while since I've been anywhere this exciting, that's for sure."

Makarov simply smiled as he sat down on the tabletop, to Ben's immediate left. "I'm terribly sorry you had to deal with that unpleasantness earlier with Laxus. I'm constantly at my wit's end about what to do with that boy, and Mystogan stopping by the guild was unexpected, as it always is. That you would have to fall victim to his sleeping spell on your first day here..." the elderly man paused.

Ben simply waved it off. "It's okay. You don't need to worry about it, really. I've dealt with way worse."

For a moment, everything was silent until Makarov finally spoke up again. "So, tell me, Ben... What do you think of the magic you've seen in this world?"

The superhero turned to Makarov and then turned back ahead to the guild hall's main entrance.

"Well," said Ben, "I've only seen two kinds of magic here so far, but they were still pretty impressive."

"Yes. Natsu's, and Lucy's too." Makarov commented. "But surely you've heard from some of the others what they are capable of as well."

That much was true. Over the course of the day, several wizards had approached him not only to congratulate him, but some of them also informed him of some of the different types of magic that they use. Wakaba used Smoke Magic, which allowed him to control the smoke that came from his pipe and use it for various purposes. Macao used a type of magic called Purple Flare which allowed him to manipulate purple flames that could take multiple shapes, Levy used a type of magic called Solid Script, which allowed her to use a magic pen to write different words in the air that all take on the attributes of the word itself, such as the word "Iron" made out of iron. There were others as well, like Jet and Droy. All of their abilities sounded amazing.

"So, with that in mind," continued Makarov, "what do you think about the magic of this world as a whole? Is it perhaps similar to things you've seen in your own world?"

Ben thought for a moment before he responded. Although he did think of one, he wasn't quite sure where Makarov was going with this.

"Well... I have to admit... most of the different types of magic I've seen or heard about, chances are I can probably turn into something that can do roughly the same thing." Ben remarked.

Makarov, who had his eyes closed and head lowered, nodded a couple of times in understanding. "I see..." The Fairy Tail master then opened his eyes, and turned to Ben, looking directly into his. "Then why do you claim that you are not a wizard?"

Now Ben knew what Makarov was getting at. Several members of the guild had referred to him as a Take-Over wizard, despite his many corrections on the subject. "Because wizards use magic. My powers come from technology, not magic, so I'm not a wizard." Ben replied.

Makarov let out a long sigh, before looking forward at the entrance to the guild. "There is much more to being a wizard than simply wielding magic. Power can come from all kinds of sources: light, darkness, magic, and science. Where it comes from is insignificant in comparison to what the holder does with it. It is what we choose to do with the powers we possess that makes us who we are." The old man said wisely. "Fairy Tail wizards make the most of what we have, cherish the time we share together as a family, and live every day to the fullest. That is what it means to be a wizard to us..." he turned to the shape-shifting hero."And you, Ben Tennyson, would make an excellent wizard."

Ben simply stared at Makarov, slightly wide-eyed. He didn't know exactly what to say to that. By that logic, it made sense that everyone thought of him as a wizard. Here he was, stuck in a world entirely separate from his own, but he didn't appear to be too outwardly fazed by it. While he was indeed still worried about how he would get home, he hadn't shown it outwardly all that much.

To the wizards of Fairy Tail, that practically made him one of them. He wasn't sitting around feeling sorry for himself or complaining about being essentially stranded. He was making the most of his situation, despite the circumstances. However, Ben then noticed something about what Makarov had said.

"Are you...trying to recruit me?" Ben chuckled lightly.

"I am simply offering you a chance. I've sent a letter to an old colleague of mine on the Magic Council, requesting he look into any kind of magic that could send you home. If, however, there isn't any, I will offer you a place here for as long as you wish to stay."

Ben's eyes widened even further with that. It went without saying that Ben was shocked; however, more than anything, he was touched. Makarov described this guild as his "family," and he was already willing to trust Ben enough to offer him a place in it.

The shape-shifter smiled and turned to the floor. "Thank you. I really do appreciate it...but..." he looked back at Makarov, "…I'd like to go home."

Makarov closed his eyes and nodded. "I understand. Still, my offer stands."

Makarov then stood up, hopped down to the floor, and stretched his arms. "Now, I think I need to rest these weary old bones." He stopped stretching and looked back at Ben. "Goodnight."

With that, Makarov walked back into the back section of the guild, where he too was sleeping. He refused to let a guest of the guild stay there without providing protection for them, even if they could clearly defend themselves.

Ben remained in the main hall for a while longer, continuing to mull over everything that happened today. Eventually, he thought he might finally be able to get some sleep.

"I guess I should head off to bed too." He muttered.

He was about to stand up and head off to the back section until he noticed something moving inside the guild hall. It was dark, but not so dark that he couldn't make things out. He looked up, to see Happy, floating close to the ceiling using his wings, clearly trying to be inconspicuous. He saw the blue feline fly to the upper floor of the guild hall, which immediately raised a flag in Ben's mind.

A few moments later, he saw Happy flying away from the second floor and towards an open window, carrying a piece of paper in his paws. Ben waited for the flying cat to exit through the window before standing up, his suspicions raised immensely. He had no doubt in his mind that what Happy just flew off with was one of the S-Class quests Mirajane told him about earlier.

"This can't be good..." Ben stated.

...

A/N: As you can tell, this chapter was much longer and detailed than the previous version. Kudos to TallGuy94! He did most of the work on this chapter while I only did some editing here and there.

Since Laxus was introduced into this chapter, I'll need to go back to Chapter 16 and edit it to where it isn't Ben's first time meeting him. No issue though.

Next Chapter: Galuna Island, Part I

There will be more content added to the Galuna Island arc so I would advise not skipping it. Please leave any comments or critique in the review box. Till next time!