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Ultimate Fairy

Chapter 48: Oracion Seis

Part VII

Last time on Ultimate Fairy…

"Erza... whenever I hear that name a calmness washes over me." Jellal said as Erza glared at him.

"Cheerfulness, kindness, fierce unwavering loyalty, I have no doubt that you'll continue to despise me. I'd feel the same and if I'm truly your friend I can't rob you of that freedom." he said as they saw the self-destruction lines appear on his chest. "I'm sorry I made you suffer. I'll do what I can to make it right by you and by….Ben." he said as if he had to search for the name.

"You didn't." Cobra said, looking at Jellal in shock as he fell back.

"Be free Erza from your hatred, escape your past. I will take your pain and your sadness so they can't shackle you. Please look to the future with Ben, I feel... no I know he will bring your future more and more brightness." Jellal smiled at her.

"I can't believe he's gonna go through with this and sacrifice himself." Cobra stated in disbelief.

"Farewell Erza, and from the bottom of my heart I wish to atone for what I did to you and Ben." Jellal said as he drifted back into the magical light of Nirvana.

Erza didn't know what to say upon seeing Jellal about to die, upon hearing his confession she didn't want him to die like this. She'd rather have him face proper justice but deep down she finally saw the old friend she'd thought she lost years ago.

"Jellal!" she said, calling out to her friend again.

Wendy's eyes slowly fluttered open as she stirred from unconsciousness. The first thing she was able to make out was a small white, furred feline standing by her left side.

"Carla…?" The little girl groaned.

As her vision refocused, she was able to examine her surroundings better. She was currently leaning up against a rocky wall and could see that they were on a cliffside overlooking the Worth Woodsea. The sun was setting in the horizon, casting its fiery red glow over the landscape.

"Ah, Wendy!" Carla said in delight, seeing her charge wake up. "Good to see you're alright!"

"W-what happened?" Wendy looked around. "Where is everybody?"

Carla sighed heavily. She spent the next few minutes explaining what had happened during Wendy's period of unconsciousness. Everything from the moment Hibiki had knocked her out, the truth of Nirvana's power, the rock golem ambush, and finally her retreat to get Wendy to safety.

Wendy took it all in stride. Once Carla had finished, she pulled her legs up to her chest. She couldn't help but feel discouraged.

"Maybe I shouldn't have joined the Alliance." Wendy admitted sadly.

'Oh Wendy.' Carla mentally sighed.

"Child, don't beat yourself up. It wasn't your fault." Carla insisted.

Wendy, despite being a Dragon Slayer, was still a child and often lacked the confidence to push forward, standing up to anything in her path. In spite of her own worry and concern for the blue-haired girl, Carla believed completely and fully in Wendy, knowing she was a strong wizard.

"Yes, it was." Wendy hugged her knees tighter.

"You're playing with fire, Wendy." Carla warned. "Nirvana could change your heart at any moment."

"I'm a coward." Wendy ignored the warning. "I should've been there to fight with Ben and the others."

Carla shook her head in disagreement. "You were unconscious, Wendy. If I hadn't gotten you out of there, you would've only been in the way. Or worse… you could've been recaptured by the enemy."

"See? I shouldn't have come." Wendy berated. "So far I've been nothing but a liability."

"Don't you dare say that!" Carla replied, a little bit forceful. "If you hadn't been there, then Gray would still be badly hurt and unable to rejoin the fight. At this point, the Alliance needs every fighter it can spare." She pointed out.

"Dear child, we all have our strengths and weaknesses and despite your combative magic, you're an even better healer. Without you, the others couldn't keep fighting, or worse might die without you."

"Yeah, I guess you're right about that," Wendy conceded. "But the Oracion Seis found Nirvana because of me."

"Is it really all that bad, child?" Carla questioned, eyeing the girl closely. "I can sense your relief to see that Jellal fellow again, although I'm not sure why."

Wendy sighed and buried her head in her knees, the thought of the azure-haired man only making her sadder.

"While we're on that subject," Carla pushed the issue further, "do you mind explaining who he is? You said something about owing him your life, yet I've never heard of him."

Wendy lifted her head and looked at her friend with a sad smile. "It's nothing personal. It just never came up." She looked away. "I met him seven years ago. Not long after the Sky Dragon Grandeeney disappeared. He found me scared, alone, and wandering aimlessly."

Carla was silent while listening intently to Wendy's tale of when she crossed paths with Jellal. He was alone as well and she instantly felt a connection form with him. Jellal had asked if she would like to join him on his journey; needless to say, Wendy had accepted without a second thought.

From that point forward, they traveled together across the countryside. Having him around helped her with bearing the pain of her Dragon mother leaving. Wendy felt as if she had gained a big brother as he was always watching out for her and helping her deal with things she couldn't possibly know like how to survive in different terrain or finding food. In all honesty, he kept her from dying like any child her age would have.

She fully relied on him.

Then, the fateful day came when Jellal started acting strangely and told her that he needed to leave. It was a shock and seemingly came out of nowhere. Why did he suddenly have to leave with no explanation? The declaration tore her up inside; to lose someone again while often thinking that the problem must've stemmed from her wondering if something about her drove others away.

"When we got beyond the forest, he left me at the Cait Shelter guild. I've been there ever since." Wendy finished.

"So… what happened to him after you parted ways?" Carla asked, curious.

"That was the last time I ever saw him. But I heard rumors now and then." Wendy answered. "First, there was a councilman that looked like him, and the most recent was about how he was committing all these evil deeds."

The blue-haired girl smiled lightly. "So silly."

"I don't know, Wendy," Carla sounded skeptical. "Those Fairy Tail wizards sounded very convinced that he did."

Wendy shook her head. "I don't want to call them liars or anything, but there has to have been a mistake. He'd never think about committing all those horrible crimes." She paused and gazed out at the twilight. "I wonder though…do you think he even remembers me?"

Meanwhile, in the depths of the Worth Woodsea, Erza had made it to the source of the huge pillar of light endlessly shooting into the sky. As she expected, Jellal was there. How he had survived Atomix's nuclear rays and the Tower of Heaven's destruction, she wasn't sure nor cared at the moment. All that mattered was putting an end to Jellal once and for all.

But instead of the deranged psychopath she had expected to meet, she was surprised to discover that he had apparently lost all of his memories. His mission wasn't to activate Nirvana for nefarious deeds, but rather to destroy it… and himself along with it.

"I can't believe he's gonna go through with this and sacrifice himself." Cobra stated in disbelief.

"Farewell Erza, and from the bottom of my heart I wish to atone for what I did to you and Ben." Jellal drifted back into the magical light of Nirvana.

Erza didn't know what to say upon seeing Jellal about to die, upon hearing his confession he didn't want him to die like this. She'd rather have him face proper justice but deep down she finally saw the old friend she'd thought she lost years ago.

"Jellal!" she cried out.

She ran forward urgently. Upon reaching him, she knelt by him and looked at the glyphs hovering over his torso.

"NO!" Erza grabbed Jellal by the collar forcefully. "Listen to me, I won't allow you to die like this! If you truly feel any sense of responsibility, then you have to atone for your sins by living! It means nothing if you die right now… it's the coward's way out!"

Jellal peeked his eyes open, looking upon the fierce conviction written over Erza's face. She truly meant every word she was saying. 'Erza… why can't you just let me go? I'm doing this for your sake.'

Cobra, meanwhile, stayed back and watched the scene unfold in shock. He was unsure of what to do. He was incapable of disarming the self-destruct circle on his own and Jellal was actually going to go through with killing himself. There was nothing he could do to stop it!

'No. If he dies, he'll take the only way to shut off this destruction circle with him. We'll lose everything!' Cobra inwardly yelled in dismay.

Without warning, two stone limbs burst from the ground and grabbed Erza by her arms, pulling her away from Jellal. With Erza losing her grip on him, Jellal's head fell back and hit the rocky ground hard - mildly dazing him. Erza turned to see two stone golems arise from the earth, one flanking her on each side.

Through the pink glowing openings on their heads, they stared at her with blank, mindless expressions. Were these things even truly alive? Erza didn't dwell on the idea as she tried to break free, but was surprised to find how solid their grips were.

"My my, what do we have here?" Another voice questioned.

Everyone turned to see the leader of the Oracion Seis casually walking into view.

"Brain, he's back." Cobra said to himself, feeling a little more calm.

Erza gritted her teeth and glared angrily at the tattooed man. 'I should've known he'd be here.'

Brain stopped to gaze up at the purple, angular glyphs - instantly recognizing them. "A magic circle of self-destruction. This certainly brings back memories of the old days."

"This is Jellal's doing!" Cobra exclaimed furiously. "We've gone through all this trouble to bring about Nirvana and this IDIOT is trying to destroy it!"

Brain didn't look alarmed by this news; instead, a sly smirk appeared on his face. "Spare me the hysterics. I don't answer to the name Brain by mere chance." He replied while sauntering forward. "I once worked at the Bureau of Magical Development, after all. During my tenure there I produced hundreds of spells, including those designed to bring destruction such as this one."

Brain came to a stop by Jellal's nigh-unconscious form. Glancing over, he spotted the same self-destruct circle on Jellal's chest. The spell was already beginning to take a toll on his body, given how his visage grimaced in pain.

"So… you plan to take the disarm code with you to the grave? I guess I shouldn't be surprised, you've always had such strong convictions, Jellal." Brain frowned. "I am curious as to what compelled you to rebel against me if you weren't planning on taking Nirvana for yourself."

'He… he speaks as if he has a history with Jellal.' Erza thought in confusion.

"Sorry Brain, but I don't think you'll be traveling down memory lane with him anytime soon." Cobra shrugged his shoulders. "Looks like that Ethernano wiped it all out."

"Oh really?" Brain sounded amused, turning back to Jellal. "Well, all things considered, I should remind you Jellal that I was the one who taught you this spell years ago. You were my student and someone who had a great amount of potential." He sounded proud while reminiscing about earlier days.

Erza felt sick to her stomach upon hearing about what Jellal had been doing after she left the Tower of Heaven, shaking in anxiety. 'This man… I wonder if he's the one who taught Jellal the Entrapment Spell as well …'

Cobra caught what Erza had been thinking about, cocking a brow in confusion. "Entrapment Spell?" He uttered curiously. "Brain… you know anything about that?"

"The Entrapment Spell? Ah yes. One of the Forbidden Spells. Rumored to have been created by the Black Wizard Zeref himself many, many years ago." Brain replied while walking toward the magic circle. "Not always useful, mind you. But it's a good failsafe if you're on the verge of defeat or simply wish for your enemy to suffer… or both, I suppose."

He stopped to turn back and look at his former student in curiosity. "Did Jellal remember anything else?"

Brain wondered why that spell would pop up in Jellal's head of all things; after all, it wasn't something he had personally taught him. Could he have cast that spell before his defeat at the Tower of Heaven?

Cobra shook his head. "No, he didn't remember it." He motioned to Erza. "Apparently her boyfriend survived it. Sounds like Jellal must've cast it on him."

"Really?" Brain's expression lit up from the surprising revelation. "Someone managed to survive it? Truly fascinating."

The shaman-like wizard shook his head from those thoughts to refocus on the task at hand. "But that is of little concern now." He turned back to the magic circle and placed his left hand on it. "Nirvana is just within our possession."

"But what about the self-destruction spell? Jellal's going to take himself out to keep anyone from disarming it." Cobra anxiously interrupted.

"Let him. We have no further use for him." Brain grinned smugly. "I'm the one who taught Jellal to cast this spell. I can nullify it quite simply."

With a simple reverse chop with his hand and arm in the air, the entire rune structure was suddenly enveloped in teal-colored light before breaking apart into nothingness.

"No!" Erza shouted in alarm.

Jellal opened his eyes slightly, witnessing his spell being nullified. "You can't…"

Brain laughed with malicious glee before turning around. "You've tried your best Jellal, but Nirvana is now under MY control!" With that, the last of the Self-Destruction Spell finally broke away.

Erza tried to pry herself loose but to no avail. She had no leverage against the rock monsters' grip. Growling, the scarlet maiden called on her reserves of magic.

"Re-quip!" Her body was illuminated in golden light. In the wake of the flash, Erza had donned her Giant's Armor.

Using the enhanced strength granted to her by the armor, she broke out of the golems' grasp and immediately went on the offensive. She punched the one on her left straight in the face, smashing the head into pieces. Following up with a swift kick into the second one's head, she kicked it clean off. There was no blood; much like the other golems, the pink glow disappeared and they simply crumbled away into miscellaneous rocks.

With the stone henchmen eliminated, she summoned the Spear of Ha-Ja and ran toward Brain. "We'll see about that!"

She reared back and tossed the spear in Brain's direction; however, a certain snake charmer had been onto her plan. The spear was suddenly smacked away to the side by Cubellios's tail. Cobra, who was now standing atop the snake, grinned slyly.

"Nice try, but I saw that coming a mile away!"

"Nirvana! Arise!" Brain shouted.

All of a sudden, the ground quaked and heaved, splitting apart in so many ways as everything was steadily swallowed up in light.

"Show your true face!" An expression of sadistic joy was plastered on Brain's face.

"Yeah! I hear it!" Cobra exclaimed in excitement. "I hear the sound of the future! Of light crashing to the ground!"

The immense shaking and uprising of rocks caused Erza to lose her footing and fall into the light. She spotted Jellal falling below her and reached out to him. He was several feet away and was reaching out to her as well. However, the distance between them began to lengthen.

"No! Jellal!" Erza called out.

"Erza!"

Erza and Jellal were completely enveloped in the light that expanded across the area.

Nirvana had been awakened!

Earlier…

Ben, at the moment, felt like an idiot. He had transformed into Blitzwolfer and was currently jumping through the trees on all fours while the others rode on his back as if he were a horse. Lyon had used a spell called Ice-Make: Saddle to hang on whilst an unconscious Racer and motion-sick Natsu were mounted on the sides.

"Natsu, I still feel very insulted that you see me as transportation. If you throw up on me, we will have words." Blitzwolfer growled in annoyance.

The Loboan ran as fast as he could, but the weight on top of him was slowing him down considerably. He was glad that his fur coat was thick as it kept Lyon's saddle from chilling him, but Lyon did need to refreeze it often since Blitzwolfer's high body temperature frequently melted through it.

"I'll never understand you, Natsu. You're strong enough to hold your own against a member of the Oracion Seis yet you become as helpless as a child when riding on a moving object." Lyon remarked, thinking about how pathetic and sad Natsu's situation was.

"B-Ben…" Natsu moaned, his cheeks puffing out. "Why… couldn't you use… Laserscale?" he asked sadly as he groaned and whined, his face turning even greener.

"Pardon?" Lyon asked, unfamiliar with that name.

"One of my Take-Overs," Blitzwolfer quickly responded. "And I can't use him, Natsu, 'cause now is not the time for that."

It was true. Ben knew he was already on thin ice with the non-Fairy Tail members of the Allied Forces. He didn't want to raise any more suspicion (or worse, full-blown mutiny) by transforming into an alien strongly resembling a Dragon. There would be many questions that Ben would be unable to answer without completely divulging his true origins. He didn't need that; especially at a time like this.

Hence why he was currently using his Loboan form to track down the others via their scent. In addition, with the sun setting in the distance, the light was fading and he needed a form that could navigate in dark conditions.

"Aw c'mon…" Natsu pitifully groaned.

"Relax, dude," Blitzwolfer paused to jump between several trees. Lyon gripped the saddle and hung on skillfully while Natsu was flung around comically – making his face turn greener. "I can smell them just ahead… and someone else too. Be on your guard just in case."

"Understood," Lyon responded as he readied himself to attack as a precaution.

Meanwhile, not far away, Lucy was kneeling next to an unconscious Hibiki with Gray, Sherry, and Happy standing close by.

After defeating Angel, Gray and Sherry helped a battered Lucy and an out-cold Hibiki climb out of the creek. Happy was also freed from the icy block that the fake-Gray had entrapped him within. They begrudgingly fished Angel out as well and left her off to the side, Sherry using her magic to restrain the Oracion Seis member with branches. For extra precaution, they took her keys away - which Lucy agreed to hold onto for now.

"Hibiki," Lucy gently shook the Blue Pegasus wizard, "c'mon you need to wake up."

Hibiki remained unconscious, despite the shaking.

"I don't think pretty boy's gonna be waking up anytime soon, Lucy." Gray said, believing he was down for the count.

Sherry nodded. "He looks pretty beaten up and drained." She looked away and sighed. "This is what happens when you don't have love…"

Gray sweat-dropped. "Give it a rest, will ya?" He asked her almost pleadingly as it was quite annoying to listen to.

The sounds of branches rustling interrupted the group's conversation. Gray and Sherry immediately turned around and got into battle stances, putting themselves between Lucy, Happy, and Hibiki.

"Great! More golems!?" An icy mist cascaded off Gray's hands, preparing to cast an Ice-Make: Lance spell. "As if we didn't have enough problems!"

"Let them come! We'll take them down with love!" Sherry added.

The source of the disturbance was revealed as what appeared to be a large, werewolf-like creature jumped out of the trees and into the clearing. That wasn't the strangest part, however. It was the fact that Lyon was riding on its back with a sickly Natsu and unconscious Racer hanging off both sides.

"Natsu!" Lucy and Happy shouted in unison.

"Lyon, my love!" Sherry exclaimed cheerfully.

Gray lowered his guard and smirked. "You guys are a sight for sore eyes." He said, happy to see his friends again.

"Wish I could say the same about you, Gray," Lyon remarked with a knowing smirk as he jumped to the ground.

Blitzwolfer stood up, causing the saddle with Natsu and Racer attached to fall to the ground behind him. The Dragon Slayer groaned, feeling his nausea instantly dissipate upon landing.

"Ugh… is the ride over?" Natsu weakly questioned.

"NATSU!" Happy flew over to Natsu and hugged him tightly. "I'm so relieved to see you're okay! I was so worried about you!"

"Ah, c'mon buddy," Natsu sat up and patted his friend's head. "Yah know you've got nothing to worry about." He looked away with a small frown.

Sherry took note of Lyon's injuries and the mud that was stained on his body and clothes. "Lyon, my love, are you alright?" She asked in concern.

"No kidding. What happened to you?" Gray added. "You look like you got hit by a magic-mobile or somethin'."

Lyon glanced over to Racer's body with a frown. On the ride over, Ben decided it'd be best to not tell the others about Lyon's close call with death and Nirvana affecting Natsu. They already had enough to worry about as it was and he didn't need to put that on the team's mind right now. Lyon and Natsu both agreed, the latter especially given how guilty he felt about letting himself be turned by Nirvana.

"Racer turned out to be a tougher foe than we initially thought. Natsu and I were almost on the brink of defeat. But Natsu noticed something off about Racer's magic and came up with a plan to help us get the victory." Lyon answered with a small smile.

Gray blinked twice. "You're joking, right?"

"Wow, Natsu! You used your brain in a fight? I'm so proud of you!" Happy cheered.

"What'd yah mean?!" A vein throbbed on Natsu's temple. "Are you saying I'm an idiot!? A good for nothing meathead?!"

"We didn't say it. You did," Gray grinned as he was gonna use this in the very near future.

Natsu growled in annoyance and stood up, intending to give the ice stripper a piece of his mind.

Before things could escalate further, Blitzwolfer inserted himself between the pyro and ice wizards. "Alright, knock it off! Now's not the time." He stated, not wanting to deal with their regular pissing contest.

Natsu and Gray both snorted and looked away; however, they were both inwardly glad to see that the other was okay.

The Loboan then sniffed the air and looked over to see an unconscious Angel off to the side, tied up via tree limbs. She must've been the unfamiliar smell he picked up on earlier. It was then he noticed that Wendy and Carla were not present.

Blitzwolfer tapped the Omnitrix dial on his collar, transforming back to human in a brilliant flash.

"Looks like you guys had your own fight with an Oracion Seis member. What happened after I left?" Ben asked. "And where's Wendy and Carla?"

"Not long after you left," Lucy quickly answered, "we were ambushed by more of those rock monsters."

'So, there's more out here? Brain must have them patrolling the forest. How many was he able to make?' Ben mused, still wondering on how Brain was even able to summon the same creatures that Hex and Charmcaster used in the first place.

"Wendy was still unconscious, so Hibiki had Carla take her somewhere safe." Lucy stood up and continued. "Gray and Sherry got separated from us during the fight. It was after we defeated the golems that Angel showed herself."

From there, Lucy spent the next few minutes giving a short debriefing on their battle with Angel and her Celestial Spirits. The group was surprised by the revelation that it was Angel who had killed Karen, Loke's previous key holder, and a former Blue Pegasus member. Ben was certainly impressed by how the group defeated the evil Celestial Spirit wizard.

"Good job on freezing her in place and taking her keys away. That was smart." Ben said to Gray and Sherry respectively before turning to Lucy. "And nice work on landing the final blow, Lucy."

"Yeah," Natsu stood behind her and laid a hand on her shoulder. "Nice job, Lu! You sure showed her who the best Celestial wizard around is, huh?!"

"Aye!" Happy agreed.

"I-it wasn't just me!" Lucy stammered, blushing lightly. "I-I wouldn't have been able to cast that spell without Hibiki's help."

"Regardless, you guys did well," Ben complimented.

He directed his gaze to the restrained forms of Racer and Angel. "So, two of the Oracion Seis are down… but we still have to contend with Brain, Midnight, Cobra, and Hoteye."

"Don't forget about Jellal," Natsu added, furrowing his brows.

Ben frowned at the thought of the blue-haired psychopath; however, aware of Nirvana's influence, he tried to keep his emotions in check. "Right… him too." He shook his head, focusing on another matter. "We still don't know where Jura, Ichiya, Ren, and Eve are, do we?"

Everyone shook their heads.

Ben figured that was the case, but he figured he'd ask on the off chance Hibiki was able to establish a connection with the others.

Ben sighed. "Figured as much. I hate to leave them behind, but we're going to have to press on without them. Erza and Jellal are most likely already at the light, and I suspect Brain is there too… or at least he's on his way."

"What about Hibiki?" Lucy inquired. "He can't go any further, and we can't just leave him here."

"Right… one or two of us will have to stay behind and watch after him." Ben replied. He paused to look over the group intently. "The battle is only going to get tougher from here. Whoever's feeling drained or injured needs to stay with Hibiki. Hopefully, he'll wake up and we can re-establish contact with everyone else."

Lucy was about to volunteer herself, considering that she was still low on magical power. Surprisingly though, a certain Ice-Make wizard beat her to the punch.

"I'll stay behind." Lyon volunteered.

"Lyon?" Sherry said in surprise.

"You sure?" Gray cocked a brow, curious of Lyon's decision to be taken out of the battle as he knew his fellow ice mage was as battle-driven as himself to keep on fighting.

Lyon nodded. "I still haven't fully recovered after fighting Racer." That, and he was also drained after shielding himself from the bomb earlier. "I don't believe I could be much help right now if we were to run into more of the Oracion Seis."

"I'll stay behind with you as backup then, my love," Sherry smiled.

Lyon nodded and returned the smile. "Thank you, Sherry. I can always count on you."

Sherry looked away with a blush and dreamy look on her face. "~Oh Lyon~"

Ben nodded in understanding. "As for the rest of us," He stopped to look at his teammates, "we'll head towards the light. Hopefully we'll find Erza and we can take on the enemy as a group."

Without warning, the ominous beam in the distance suddenly expanded, appearing to triple in size. In conjunction, the ground, even from so far away, began to quake beneath their feet.

The group stared at the enormous white-and-black pillar in awed disbelief. Something was wrong!

"What the heck is going on!?" Happy exclaimed.

"The pillar of light… it's gotten bigger," Sherry stuttered fearfully.

"No way!" Natsu yelled, his eyes bulging out.

"Hope that's not as bad as it looks…" Gray sheepishly commented.

"Nope, it is." Lucy deadpanned, wide-eyed.

Lyon somehow maintained his stoic expression. "We're too late. Our mission is a failure."

"Seriously?" Lucy cried.

Ben stared at the phenomenon with deep concern. "And Erza's right in the center of that…"

'Damn! Are we seriously too late? Did they defeat her?' Ben thought, nervous at the implications.

Natsu sniffed the air, and his face became slightly pale. "Whatever's going on… this has gotta be the most dangerous thing I've ever smelled!"

The ground began to shake harder to the point where cracks expanded across the ground. Trees, branches, and leaves fell to the forest floor – thankfully, the group was currently in a clearing. In the distance, trees and dirt were suddenly ripped out and thrown into the air as enormous tube-shaped structures burst forth from the earth.

"W-what are those things?!" Sherry cried out.

"I dunno… but they're everywhere," Gray added, sounding anxious.

"Do you think…this is Nirvana?" Lucy asked nervously.

"Not sure what else it could be, at this point," Ben sarcastically remarked.

"Whatever it is, it doesn't feel like magic to me." Lyon commented.

The earthquake grew stronger, causing a certain Dragon Slayer to feel nauseous.

"Ugh," Natsu held his abdomen. "I'm… starting to lose it…"

"Keep it together, man!" Gray yelled.

"I've got that bad feeling coming again…" Lucy quivered.

Ben noticed that the ground around them was beginning to crack apart rapidly. After seeing the tubes appear out nowhere in the distance, his eyes widened upon realizing what was about to happen.

"Brace yourselves!" Ben shouted out.

He moved to activate the Omnitrix, but it was already too late.

The ground shattered and gave way as one of the enormous tubes raged up from underneath them - launching Ben, Natsu, Lucy, and Gray high into the air while the rest of the group was left on the ground. Those left behind were blown backwards by the dust cloud and eruption of earth.

The Fairy Tail members held on for dear life as they were forced to an incredible height. Moments later, the quaking finally ceased, and the pillar of light had disappeared.

Ben shook the dirt out of his hair while his hands firmly gripped a crease in the surface beneath him. Oddly enough, it felt like carved stone. A thick dust plume had enveloped them, produced via the tubes' emergence out of the ground, and obscured their vision. But it didn't take long for the dust to settle enough for Ben to make out what he and the others were resting on.

The Omnitrix bearer gasped as his eyes widened. What was revealed was nothing short of astounding and horrifying.

It was a huge, circular landmass with a city made of earth and cobblestone resting on top of it, strongly resembling an ancient Mesopotamian city. The astonishing part, however, were the six massive, quad-toed stone tendrils extending out of the sides. Even though the tentacle-like legs appeared to be made of carved sections of stone, they were solid enough to keep the landmass high in the air like a spider.

This was Nirvana's true form: a mobile weapon of mass destruction. And now, it had fallen into the hands of the Oracion Seis.

"This just got a whole lot worse …" Ben muttered apprehensively.

In the center of the city was a large, spire structure with six pillars placed around it. At the top of the center structure, Brain looked over the resurrection site of Nirvana that stood over the very earth itself. Cobra was behind him with Cubellios by his side, a proud smirk plastered over his face.

As the sun descended below the horizon and the last bit of light began to recede, it left darkness in its wake.

Brain held out his arms with a maniacal smile. "YES! At long last I have obtained it, the ultimate weapon for extinguishing light: The Legendary Reversal Magic, Nirvana! Those foolhardy guilds may cling to fellowship and trust, but even those will be stripped of meaning!" He threw back his head out of sadistic glee. "Master Hex… the grand plan is within our grasp! I only wish you could bear witness with me now!"

Meanwhile, Erza was hanging onto the edge of Nirvana's many open doorways with her right hand. Her left hand was holding onto Jellal's, desperately trying to get them both back on solid ground. During the fall, she had re-quipped back into her Heart Kruez armor in order to shed the Giant Armor's bulk and mass.

Despite that, Erza was struggling to keep a firm grip onto the ledge.

"Erza." Jellal called up to her softly.

Hearing her name being spoken, she looked down at him. "The magic circle you've placed on yourself, you must undo it this instant." She ordered.

Jellal didn't respond as he watched her struggle.

"You have a duty to stay alive."

Jellal looked down as his eyes clenched in disappointment. "I've failed. I wasn't able to destroy Nirvana."

Erza struggled to maintain her grip. There wasn't much time. With the strength in her right arm, she pulled herself up over the edge and with a determined heave was able to pull the rest of her body up followed by Jellal.

They were both now on solid ground as Erza heaved to catch her breath. Jellal was on his hands and knees, disheartened at the fact that his plan had failed.

"Now, the world is doomed." He despaired.

After Erza caught her breath, she looked down with a smile. She then spotted something, or someone, that made her smile grow. "No, there's always hope. Look there."

Jellal looked out in the distance towards one of the large legs to see a dust cloud being churned up. At the head of the cloud was Natsu leading the charge with Spidermonkey, Gray, and Lucy trailing close behind.

On the ground, Lyon and Sherry watched as the Ultimate Team charged toward Nirvana, while the former was helping to support an unconscious Hibiki over his shoulder. Happy recovered and summoned his wings once more.

He looked back at the Lamia Scale wizards. "Hey, I'm gonna follow them up there. You guys gonna be okay?"

Lyon nodded. "Yes, we'll be fine."

"Good luck, Happy!" Sherry said.

"Aye!" With that, Happy started soaring in the direction of his teammates.

"Go, Fairy Tail," Lyon said confidently. "If anyone can do this… it's you." He turned to Sherry. "Come, Sherry. I may have an idea on how we can do our part."

"Right," She nodded.

On an adjacent leg, Jura had also spotted the dust cloud from the Ultimate Team's charge and decided it would be wise to regroup with them.

"Let's lend them a hand." Jura stated.

Hoteye held out both arms to Jura and Ichiya.

"You both should start by taking mine," Hoteye suggested.

Jura and Ichiya both took him up on his offer; the latter in particular given his ongoing struggle to hang on.

"Thank you," Jura said gratefully.

"~Maaaan, yes~" Ichiya chimed in, "your assistance is greatly appreciated!"

Hoteye beamed with gratitude. 'Wow! Helping fellow men in need… this must be brotherly love. Oh yeah!'

Carla was flying above the mega-structure while holding onto Wendy. The Sky Dragon Slayer immediately spotted the Ultimate Team below. "Carla," she looked back, "we should go up there too to help them out."

"Agreed," Carla nodded.

Erza and Jellal continued to look on at the Allied Forces still charging forward despite the great danger that lay ahead.

"You see, as long as we continue to breathe in this world, we shall keep hope alive." Erza's hair flew in the breeze as she turned towards Jellal with the sun's rays illuminating her, burning a stunning image into Jellal's memories. "That hope will guide you throughout your life. So, please… live."

Jellal, hearing Erza and seeing her, realized that she was right. He would atone for his crimes by living to bear with them.

He smiled. "I will."

Erza got to her feet and she held out an arm to assist in helping her old friend up. Jellal grabbed her hand and stood up gingerly. The two stared at each other with smiles on their faces. For some reason, Erza didn't want to stop as she continued to hold Jellal's hand. She could feel his new resolve and she knew that he had truly returned.

This wasn't an illusion or an elaborate trick, it was real. Honestly, Erza felt beyond happy to know her old friend was back and with her again.

Erza blinked and felt as though this moment should be cherished. She wanted to hold his hand, thinking of how she cared for him. Was this the same feeling she felt for Ben?

Right now, she wasn't sure nor had the time to dwell on it.

Determined, Erza and Jellal pressed onwards to find a way to the top of Nirvana's structure.

Moments after Nirvana's grand reveal, one of the front legs picked itself off the ground and moved forward. The earth shook violently as it trampled anything in its path. The adjacent leg repeated the motion before the other legs followed, making the superstructure slowly walk forward like a spider.

Animals and dark guild members in the structure's way fled in terror; some unfortunately were unable to escape in time. Dark guilds who weren't in Nirvana's direct path looked on in awed horror at the walking weapon. This was far more than what they had signed up for.

Meanwhile, Nirvana's sudden motion caused Natsu's charge to come to an immediate halt. His cheeks puffed out comically as he collapsed forward, feeling nauseated.

Lucy and Gray were forced to stop to get a grip, keeping themselves from falling off. Spidermonkey, however, was able to hang on easily. He looked forward to see the farther they went up the leg, the steeper the incline would be until they reached the main landmass. They would need to be careful. Hopefully there would be a way to get inside once there, but they would cross that bridge when they reached it.

Spidermonkey turned back to Lucy and Gray. "You guys hanging on okay?"

"Yeah, we're good." Gray gave a thumbs-up in assurance.

The blue-furred, alien-chimp turned his attention to the motion-sick Dragon Slayer and scampered up to him. "C'mon, Natsu. You can't be serious right now."

"Sorry, Ben…" He groaned.

"Natsu," Lucy called out, "you can't be getting sick at a time like this!"

"Ugh…" he moaned pitifully. "I can't help it…"

"This thing isn't even a vehicle," Gray chimed in. "Don't think of it that way!"

"But… it's moving… from one place to another," Natsu weakly responded.

Spidermonkey face-palmed in exasperation, letting out a simian-sounding grunt as well.

"Natsu, you have to get a grip." Spidermonkey said curtly. "You don't get sick riding on Happy or Laserscale. So just think of it like that. It's all about perception!"

Natsu realized Ben was right and closed his eyes in concentration.

'Right… This isn't a vehicle! This isn't a vehicle!' He repeated in his head.

He felt his stomach start to ease as he willed himself to his hands and knees. He finally stood back up and slapped his cheeks, his nausea apparently vanishing. "Yeah! You're right. I can do this!"

Natsu sauntered forward with big, prideful steps.

"Huh…" Spidermonky scratched his cheek. "That was easier than I thought."

'So, I guess it is all about his perception then. Maybe now we can learn to break him of that annoying weakness,' Spidermonkey pondered.

The breakthrough, however, was short-lived as the pyro wizard only made it ten steps before stopping. He hunched forward with his hands on his knees, groaning painfully. "Ugh… my tummy hurts…"

"And there it is," Spidermonkey deflated.

"Natsu, just think of it as riding on top of a giant octopus!" Lucy yelled. "Being on top of animals doesn't bother you, right?"

"A giant octopus in the woods is all kinds of messed up," Natsu remarked.

"Don't sweat the details!"

Natsu smacked his face again to regain his composure. "Right! I just gotta ease my mind."

Spidermonkey sighed and pinched his nostril area in irritation. "Sometimes I wish I could just give him Arburian Pelarota DNA again…. just to not deal with this." He mused to himself.

Ben humored that thought but quickly dismissed it. He reminded himself that forcibly changing one's genetic code was serious business. Beings that required genetic repair in order to survive, like the Highbreed, were far different situations than changing someone just to cure their motion-sickness. Besides, Ben had no clue how to do it without changing Natsu entirely or worse transforming him into a monster like Kevin when they were kids.

'Yeah… best not to go down that road,' the Arachnichimp sheepishly thought.

As one of Nirvana's legs hit the ground, the vibrations caused Natsu to slide a few feet to the side.

"Natsu, watch out!" Lucy yelled.

Spidermonkey snapped out of his musings, looking at the Dragon Slayer in alarm. "Natsu, stay alert!"

"Seriously, man! You gotta pay attention!" Gray added, equally concerned.

"I know what I'm doing!" Natsu argued. "This is a piece of cake."

The structure shook once more and Natsu slid further down the leg's rounded slope. Natsu wanted to reach out and grab something, but his body locked up and wouldn't cooperate. He sweated nervously as he rapidly approached the edge.

The Fire Dragon Slayer tried desperately to move but to no avail. He eventually slid too far and promptly fell off.

"AAAHHHH!"

"NATSU!" Lucy and Gray screamed.

Spidermonkey raced down the slope and lifted up his tail to shoot off a webline. The web descended quickly and stuck to Natsu's waist, stopping his fall. However, a blue blur swooped by and grabbed the Dragon Slayer by the scruff of his vest.

"GOT HIM!"

Gray and Lucy let out sighs of relief, believing Ben had just saved Natsu from falling to his death.

"Alright, I'll just pull him back up-" Spidermonkey paused when he felt more resistance on the line than he expected.

The webline suddenly jerked and yanked a surprised Arachnichimp off the leg. He cried out as he started to plummet.

"Oh no, BEN!" Lucy cried. "Not him too!"

"Wait, look!" Gray pointed up.

Following the ice wizard's finger, she was relieved to see that Happy had caught Natsu and was now flying above them. Spidermonkey was trailing behind them while still hanging on via his webbing. It appeared Happy was unaware of this as he performed a few aerial stunts and spins, sending the poor Arachnichimp for a ride.

How Happy didn't hear the simian cries was beyond them.

"Ben's not gonna be happy about that," Lucy sweat-dropped.

"C'mon, I think I see a way inside up ahead." Gray motioned forward.

Further up where the massive tentacle-like leg connected to Nirvana's main structure, there was indeed a small door that led inside. Between the intervals of Nirvana's stop-and-go action, the duo raced up the leg and stopped in order to prevent themselves from falling off. Shortly later, they finally made it to level ground outside the door.

Natsu and Happy flew up to Lucy and Gray, hovering a few meters above them.

"Yeah, this is way better!" Natsu grinned.

"Hey! Down here!"

Natsu and Happy looked down to their surprise to find Spidermonkey dangling beneath them, hanging onto his webline still attached to Natsu's waist.

"Remember me?" The Arachnichimp shot the duo a deadpan expression.

"OH, I'm sorry, Ben!" Happy exclaimed sincerely. "I didn't see you there!"

"How could you not feel the drag and hear me yelling?!" an annoyed tick-mark appeared on Spidermonkey's temple.

"Why don't you two head up to the top? We'll go through there and check how things are on the inside." Gray pointed toward the doorway ahead of them.

"Alright, you both be careful then," Spidermonkey said. "Watch your backs!"

"Roger!"

Natsu nodded. "Right then! Let's go, Happy. Ben, hang on tight!"

"Aye, sir!"

"Hey, wait-" Spidermonkey couldn't finish his objection before Happy blasted forward at an incredible speed. He couldn't help but let out simian squeals as he tried to hang on tight.

Gray, meanwhile, shook his head. "Really hope he smacks that hothead. It'd be a perfectly good waste of having four arms."

"Not cool, Happy!" Spidermonkey yelled, regaining his bearings and climbed up his web to cling to Natsu's side. Luckily the extra weight was not too heavy to slow Happy down by much.

"Sorry about that," Happy responded, relieved to be behind Natsu and use him as a shield from the peeved Arachnichimp.

Spidermonkey sighed, letting go of his frustration. They soon flew higher till the point they could see the entire city.

'This place is definitely old,' Spidermonkey thought in amazement.

The city had seen better days as it stood abandoned and on the verge of ruin. Trees and wildlife were scattered and some seemed to have grown into a few buildings. At the center of the city was a towering pillar with six slightly smaller columns positioned around it in a hexagon shape.

"Wow… this place is weird," Natsu commented.

"Yeah," Happy agreed, "it looks like some creepy old city."

"Maybe because that's what it is?" Spidermonkey snarked before glancing around at the city. "Still, there's definitely a story to be told about this place, that's for sure."

"I don't understand…" Natsu blinked in confusion, his eyes roaming the area for any signs of movement.

His nostrils suddenly flared as he caught wind of a familiar scent. His brows furrowed upon recognizing the smell.

Spidermonkey noticed the Dragon Slayer's sudden shift in demeanor. "Hey, you alright? What's wrong?"

"I can smell him." He said, and then pointed to the large tower. "It's coming from up there."

"Who?" Happy asked.

"The guy with the tattoos." Natsu replied before sniffing the air again. "I can smell the other guy with the snake too."

"Brain and Cobra, huh?" Spidermonkey's six eyes narrowed in determination. "Then let's go pay them a visit."

Cobra laid a hand on one of the pillars lining the top of the tower they were currently on; it felt cool to the touch. There were six in total and formed a hexagon shape. They had seen better days as they were broken at the top and covered in patches of moss. He wasn't sure what their purpose was nor did he care.

As he observed the ancient city and the world beyond, Cobra still couldn't believe it. Despite the complications with Jellal earlier, Nirvana was theirs! After all those years of hardship… their mission was a success!

"I can't believe you actually pulled this thing off. You got us Nirvana." Cobra commented, still trying to process the accomplishment.

Brain smiled, silently agreeing with his subordinate. Throughout this journey there were moments that had given him cause to be concerned but after years of hard work and planning, it had all been finally realized.

"A city long dead brought back to life." Cobra turned to face his serpent friend. "Cubellios, don't you think that's amazing?"

The large, purple snake hissed in agreement.

"Behold, Cobra!" Brain spoke up. "Look at the world now spread out beneath our feet!"

Cobra walked up to his leader and stopped by his side, taking in the amazing view.

"An entire city of pure magical power… unshackled from time and the earth itself. This purity of power is Nirvana's true form! And from this seat of power, I can move this city to anywhere I see fit!"

Brain felt unstoppable. It was as if Nirvana's power had influenced him, unshackling all the caution and restraint he had previously felt.

"Oh yeah? I'm sure you have a target in mind. What is it?" Cobra inquired, curious as to how Nirvana would be used.

"I have the perfect target in mind." Brain's thoughts shifted to a certain blue-haired girl from earlier that day, and grinned maliciously. "A certain guild hall."

"So, starting off with a bang, are we?" Cobra smirked, not bothering to question his leader's decision. "Well, go big or go home, I guess."

Brain raised his staff. "There, the first of many lights shall be extinguished!"

He moved the staff in an arc motion, resulting in an array of yellow and red hexagon-shape constructs to appear. They quickly set a perimeter around the pinnacle of the tower they were on.

"Nirvana! Begin your march now!" In front of Brain, a huge golden master control panel with wing-like constructs appeared. "Transform my darkness into light!"

Cubellios had her tongue sticking out and hissed harshly, feeling as though something familiar was coming. The snake bared her fangs as she sneered at the sky above.

"Huh? What is it, Cubellios?" Cobra asked.

He turned to see where and what Cubellios was sneering at coldly. There was a glint in the sky and it was coming in fast.

Cobra's eyes widened and no sooner did Brain's too as a massive fireball descended from the sky and promptly destroyed the console, cracking apart the stone floor beneath it as well. Brain swiftly summoned a green magical barrier using his staff to shield himself from the explosion while Cobra jumped to a safe distance.

"No, the Fire Dragon!" Brain turned in the direction of the fireball, spotting Natsu flying towards them with the aid of that blue cat from earlier. However, to his confusion, there was a strange four-armed blue monkey holding onto the Fire Dragon Slayer's side.

"Wait a minute… What is that creature with him?"

Examining the creature further, he spotted a dial with a green hourglass symbol on its chest. He had seen that symbol before, but where? His eyes widened, recalling the blue feline humanoid that had appeared in their former hideout moments after Jellal's revival.

'Are those two connected somehow?' The dark wizard started to put the dots together.

"Happy, get us close. Natsu, let's stand down for now." Spidermonkey ordered.

"What?! They're right there. Let's just kick their butts!" Natsu protested heatedly.

"Not until we can get some answers first!" the Arachnichimp sharply rebuked.

Natsu growled in frustration but chose to relent to Ben's wishes.

"GRR… alright, fine!"

Happy lowered his speed and stopped to hover a meter off the ground, keeping a hold of his best friend. Spidermonkey jumped down to the ground and, in an emerald flash, transformed back to human.

Brain's eyes slightly widened in intrigue. 'A Take-Over wizard? Strange… I didn't sense any magical output from his transformation…'

Cobra looked up from his position and snarled at the sight of Salamander. The moment he spotted Ben, however, his eyes widened in recognition. "It's him, Brain! He's the guy that was in Titania's head… the one who survived the Entrapment Spell."

"Oh?" Brain looked at the group impassively. "Is that so?"

Ben glowered at Cobra and his large, purple pet snake. He was the one who poisoned Erza! He clenched his fists as the urge to pummel the snake bastard swelled within him.

'NO! You can worry about that later. We need answers first.' The teen hero reigned himself in before turning his gaze back to Brain.

Cobra and Cubellios kept their attention locked on the intruders, reading their movements and (in the former's case) their minds. The former overheard Ben's thoughts and narrowed his gaze at the brunet.

'Looks like he's peeved about what happened to Titania. Gotta keep my eye out for this guy.' Cobra thought.

"Brain, right?"

"Yes," Brain replied coolly, "and who might you be?"

Ben shot Natsu a quick glance, silently telling him to be ready in case Cobra tried anything. Natus understood the gesture and nodded.

He turned back to Brain, ignoring the tattooed man's question. "I have some questions for you. For starters, where's Erza… and Jellal for that matter?"

It was strange. The azure-haired wizard was nowhere to be found on the tower they were standing on. Was he hiding somewhere else, preparing to initiate a surprise attack? He shifted his hand closer to the Omnitrix just in case.

Cobra noticed the subtle gesture, realizing that the Take-Over wizard was preparing to touch the watch on his left wrist to transform at any given moment.

'Wait… why would he need that thing to change forms?' Cobra pondered. 'Something ain't right about this guy.'

Brain, meanwhile, sneered at the mention of the blue-haired wizard's name.

"I would think that psycho would be up here basking in the moment with you guys." Ben continued. "So what gives?"

Natsu sniffed the air, taking the opportunity to sift through the air for any trace of Erza and Jellal's scent. His eyes widened in surprise.

"I don't smell them anywhere, Ben. Erza and Jellal ain't here." Natsu revealed.

"What?" The surprise in Ben's tone couldn't be masked. The Omnitrix bearer was thoroughly confused. He would've thought Jellal would be here, at least. "Then where…?"

"We lost track of those two during Nirvana's rising." Cobra spoke up, placing his hands in his white coat's pockets nonchalantly. "Couldn't care less where they are now. It's not really a concern anymore now that we have Nirvana." He smirked slyly.

Cubellios hissed as if to agree with her handler.

Ben's brow cocked in confusion. He was confident Erza would be okay. He had faith in her strength and abilities. But something was still nagging at him. Why wouldn't they have any concern or regard for their ally in Jellal? Did Brain betray him or vice versa?

"But Jellal…"

"Is no longer of any concern to us." Brain interrupted tersely. "Unfortunately, my once promising pupil's memory was wiped clean. He has no recollection of me or anyone else it would seem."

Ben, Natsu, and Happy were stunned by this development.

"Wait, for real?" Natsu said in disbelief.

"Actually, that would explain why Jellal just left like he did earlier." Happy remarked, remembering how Jellal had attacked Brain in the cave. Maybe that would explain why Jellal had suddenly turned on him?

'This guy was Jellal's teacher?' Ben didn't see that coming. 'Must've happened after he went crazy at the tower.'

"Nevertheless," Brain continued, "he did serve a purpose in finding Nirvana for us. Albeit his attempts to destroy it along with himself proved to be fruitless, as you can see."

Ben was speechless. He certainly hadn't anticipated this outcome. A part of him was relieved that they wouldn't have to fight both the Oracion Seis and Jellal. One less powerhouse of a wizard on the bad guys' side helped the good guys' odds, after all. Still, he couldn't help but wonder where Erza and Jellal currently were if the latter was no longer a threat… at least for now.

"Now that I've answered your question, answer me this." Brain looked at Ben; one thing, in particular, piqued his interest. "Ben, was it? Cobra tells me you survived the Entrapment Spell. Is that true?"

Ben, Natsu, and Happy were taken aback. 'How would he know that?' is what went through all their minds.

Cobra couldn't help but grin at their confused expressions.

"How would you know about that?" Ben asked skeptically.

"Did you or did you not survive it?" Brain questioned in a forceful tone.

Ben settled down and adopted a calm, neutral visage. "Yeah, I did. What of it?"

"I'm curious as to how. To my knowledge, that spell is unbeatable." Brain stated, buying more time to analyze the situation. "A foolproof method of causing a target to experience a great deal of grief and despair before succumbing to death. One who could break such a spell would have to be quite powerful, no?"

Ben shook his head in denial. "You got the wrong idea. I didn't break it on my own. People I love and trust put their lives on the line to save mine." He answered sincerely. "I wouldn't have survived if it weren't for them."

Natsu and Happy couldn't help but smile at Ben's proclamation. The Fire Dragon Slayer especially felt a tug at his heartstrings, especially over the fact that he had tried to kill Ben earlier in his crazed state. Natsu shook his head to dismiss such musing, knowing now was not the time for such thoughts.

Cobra, however, caught a quick glimpse of Natsu's thoughts on the matter. His eyes widened slightly before his lips curled into a toothy smirk. 'So, one of the members of light fell to darkness, eh? Even if it was only temporary… it shows the magnificent power now at our disposal.'

Brain was unamused by the teen hero's reply. "So… you claim to have broken the spell through the power of love and friendship? Cobra?" He turned to his subordinate for validation.

Cobra turned to his leader, nodding his head. "Yeah, boss man. He's not lying."

'Wait… why is he asking Cobra for validation?' Ben thought suspiciously. 'And how did he even know about the Entrapment Spell to start with?'

"Tsk," Brain clicked his tongue as his face twisted into a scowl. "How unsatisfying. I would hope you'd be a worthy foe, but you're not worth the bother. Cobra!"

"I hear yah, boss man." Cobra got into a battle stance with Cubellios slithering up behind him.

"Finally! Now we can let our fists do the talking." Natsu grinned eagerly.

"Wait!" Ben held up his hands. "I have one more question!"

"No more questions!" Brain extended his staff in their direction to prepare a spell. "I tire of you Light Guild fools!"

"HEX!"

Brain audibly gasped and his eyes widened in shock. Immediately, the long white-haired wizard summoned a green-tinted barrier between Cobra and Natsu to stop them from engaging. The two combatants, of course, were confused by Brain's actions.

"Hey! What's the big idea?" Natsu shouted in annoyance.

"Boss, what's going on?" Cobra asked, genuinely confused.

Brain didn't respond, instead keeping his shocked gaze locked onto Ben. "You… you know him?"

"Yeah." Based on Brain's reaction, Ben was confident that the skull-tattooed face wizard was involved with this scheme somehow. He just needed answers. "How is Hex involved in all of this? How do you even know him?"

"How do you know him?" he demanded.

"Who's this Hex guy again?" Natsu titled his head in confusion.

"He's one of Ben's old enemies, Natsu." Happy said, a little exasperated by his friend's forgetfulness.

"I asked first." The Omnitrix bearer sounded serious. He was not in the mood to play games. "Those rock creatures. Only Hex and his niece, Charmcaster, could summon them. So tell me, are Hex and Charmcaster here?"

'I was unaware that my master had a family. Nevertheless… it would appear this boy has a history with him.' Brain mused in curiosity.

"I am unfamiliar with this Charmcaster… but no. Master Hex is not here." Brain truthfully answered. "He taught me the spell to summon those creatures, yes. However, I haven't seen him in many years. I'm impressed that you know of him. Master is not known by just anyone."

'So, Hex taught Brain that spell? There's no telling what else he would have taught him. I don't understand, what's Hex's goal in all of this? Nirvana is here, so why isn't he here basking in the glory?' Ben thought, distressed by the growing lack of clarity.

"He was your master, huh?" Ben furrowed his brows.

Brain nodded. "Yes. A powerful and skilled wizard with a grand vision. I have nothing but the utmost respect for him." He momentarily glanced at his staff, remembering the one his teacher had used all those years ago. Hex had wielded that staff primarily as a conduit for casting his spells, and Brain naturally wanted to follow in his footsteps.

Brain narrowed his eyes at the otherworldly hero. "Now, how do you know my master?"

Ben's expression was impassive for a moment before his lips curled into a grin. He couldn't help but snicker a little, trying to contain his laughter.

Brain's eyes widened in bewilderment. Why was he laughing? Natsu and Happy blinked, curious as to what their teammate found to be funny.

Brain turned to Cobra for clarity on the situation. The poison mage looked back to his leader with a slightly apprehensive look.

'This ain't gonna be good.' Cobra sweat-dropped. He had heard Ben's thoughts and knew once Brain found out why he was laughing… he was gonna lose it.

"What is so funny!?" Brain angrily demanded.

"Sorry to burst your bubble. It's just…" Ben chuckled and wiped away a tear. "I don't know what version of Hex you're talking about. The one I remember wasn't ever that big of a deal. My cousin and I beat him and his niece when we were ten, even when he had some powerful charms of Bezel or something."

Brain's eyes widened at the mention of those charms. Ben guessed he already knew what they were. He wasn't sure how, but decided to not bring it up.

"After we sent his butt to jail, we never gave him a second thought. He was never a serious enemy even years later when we fought him again." Ben said dryly.

Brain was silent for a short moment, processing this new information. "Cobra… is he telling the truth?" He calmly asked without looking at him.

Cobra could hear his leader's muscles tense up and his heart rate increase. He knew he wasn't going to like the answer. "... yeah. He is."

"My teacher… defeated by mere children…" Brain snarled, tightening his grip on his staff.

"Yep. To put it frankly… your so-called master was a loser." Ben smirked, rubbing salt into the proverbial wound.

That did it. The leader of the Oracion Seis shot Ben a murderous glare. "Cobra, KILL HIM!"

Cobra nodded. "With pleasure. Cubellios!"

Cubellios locked her sights on Ben and swiftly lunged forward with her jaws wide open. Halfway between the snake and Ben, a fireball was suddenly thrown and exploded. The intense conflagration caused the snake to stop and pull away to avoid being burned. It slithered back behind Cobra.

Ben turned to Natsu, who's right arm was covered in flames. "No way am I letting any of my friends get bitten by that thing again on my watch!" He exclaimed determinedly.

"You tell 'em, Natsu!" Happy cheered.

"Thanks, guys!" Ben turned back to Brain with a frown. "Too afraid to fight me on your own, huh? Game on, then!"

He activated the Omnitrix and slammed down the core. Everyone present shielded their eyes from the bright emerald light. In the wake of the light was a large, orange canine-like creature.

"Aw man!" Happy stammered fearfully. "Why'd it have to be Wildmutt!?"

Brain sneered at the new transformation, not intimidated in the slightest. "Cobra put this mutt down immediately."

"With pleasure," Cobra smirked. "Cubellios could use a snack right now."

Cubellios hissed in acknowledgment before lunging forward to strike her target.

'This should be easy. That thing doesn't even have eyes.' Cobra thought confidently. 'He won't even see it coming!'

Wildmutt's gills opened and sifted through the plethora of smells around him, instantly giving him a basic three-dimensional layout of his surroundings. Sensing the incoming attack, he swiftly jumped to the side to avoid Cubellios's strike, causing the snake to snap its jaws at empty air.

'The hell?' Cobra was taken aback by the creature's quick reflexes. 'How'd he dodge that!? Wait …'

Cobra took a moment to carefully listen to the orange creature. Everything from its breathing, muscle movements, and thoughts. He was surprised to find that the creature's thoughts appeared to be a series of incomprehensible growls and snarls. He couldn't make out anything!

Something else caught his attention. When the slits on Wildmutt's throat opened, he heard a pulse-like sound echoing in the creature's mind.

'Is it using echolocation or somethin'?' Cobra wondered. 'Guess it would make sense, seeing as it doesn't have eyes.'

"Cobra!" Brain's exclamation snapped the maroon-haired wizard out of his musings. "Get this creature out of my sight!"

"Right, boss man."

Wildmutt lifted his head in his friend's direction and let out a loud roar.

"You got it!" Natsu and Happy shouted.

'No way they understood that thing.' Cobra sweat-dropped. 'But… then again their thoughts are pretty simple.'

Aside from flying and holding onto his partner, the blue cat had mostly fish on the brain. Natsu, meanwhile, was only focused on pure combat. Then, he sensed something else at the back of his mind… fear?

'Interesting,' Cobra was pondering a useful way to use that against the Dragon Slayer; however, he was snapped out of his thoughts after barely dodging a swipe from Wildmutt's claws. 'Dammit! I couldn't make out its thoughts.'

Cubellios quickly slithered over to her master's aid and swiped her tail against Wildmutt's exposed side. The hit was strong enough to send him careening back over the edge of the tower.

"BEN!" Natsu and Happy yelled.

Without warning, a pair of purple bat-like wings manifested out of the middle of Cubellios's spine, allowing it to hover in the air, much to Natsu and Happy's dumbfoundment.

"WHOA!" Natsu uttered.

"Hold on, everyone knows snakes aren't supposed to fly!" Happy cried.

Cobra hopped onto Cubellios's back and glanced back at the pyro mage and flying cat. "I've got a dog to put down. When I'm done I'll come back for you losers… that is if Brain doesn't kill yah first!"

With that, Cubellios with Cobra riding atop her flew off over the edge in pursuit of their prey.

"Hey! Who ya callin' a loser?" Natsu shouted angrily. "Get back here!"

"Don't worry about him!" Happy yelled. "Ben can take care of the snake guy. Right now, we have bigger fish to fry!"

Both turned their gaze to Brain, who was glaring at them with a cold, emotionless visage.

"Yeah, you're right."

Happy flew Natsu into Brain's line of sight.

"Heh! Looks like it's just you and me, pal!" He cracked his knuckles. "It's kind of funny, don't yah think?"

"What's so funny, Fire Dragon?" Brain decided to humor his foe, knowing he didn't pose much of a threat.

Natsu snickered. "Ben beat your teacher when he was just a kid, and you're supposed to be the big boss." He punched an open palm in a confident manner. "Which means beating you will be a piece of cake!"

Brain did not take too kindly to that remark. "You insolent brat!" His power suddenly exploded outward in a mixture of green and pink energies. "I'll show you that I'm not one to be trifled with!"

Wildmutt didn't need eyes to know he was in freefall. He could feel the rapid flow of air rushing past him, and the fact that there was no surface beneath his feet was not lost on the Vulpimancer. He needed to act quickly or else the impending impact below would seriously hurt.

He positioned his body in a way to stop his tumbling and dived toward the central tower beside him. Extending all of his claws he grabbed onto the tower with all his might. His claws dug into the stone as he continued to slide down the tower, leaving deep gashes in his wake.

The Vulpimancer clenched its jaws, bearing through the pain flooding his paws. After a few moments, he reduced his speed to a crawl and finally a stop only meters away from the ground.

He didn't have time to congratulate himself though as he immediately sensed Cobra and his pet snake coming directly at him. Wildmutt retracted his claws and jumped to the ground, narrowly avoiding a quick strike from Cubellios.

Upon smoothly landing on the ground, Wildmutt lifted his head and opened his gills. Maybe his senses were being fooled somehow, but it appeared that the snake was flying and Cobra was standing on its back?

'Well, it wouldn't be the strangest thing in this crazy magic world.' Ben inwardly noted.

Cubellios stopped in her descent and hovered ten meters off the ground away from Wildmutt.

Cobra narrowed his gaze at the orange, dog-like creature. "You're a fast one, I'll give you that."

Unbeknownst to Ben, even his inner thoughts were spoken in the Vulpimancer language - meaning Cobra was unable to understand what he was thinking.

'Whatever he's turned into, I can't understand his thoughts.' Cobra thought in annoyance. 'I'm not gonna be able to win predicting his movements, which means we'll go for a more surefire method!'

"Cubellios, back me up!" Cobra bent his knees and lunged forward at the Vulpimancer, the purple snake hissing in response.

Cobra's left fist was suddenly enveloped in a sickly reddish-maroon cloud. Wildmutt's fur stood up, his olfactory glands recognizing the substance surrounding Cobra's fist as something toxic. Wildmutt ducked under Cobra's punch; however, the maroon-haired wizard had anticipated this move.

"Poison Dragon's," Cobra flipped his body upside down, gathering a toxic mist around his legs.

"Hold on… did he just say-' Wildmutt didn't complete his thoughts as Cobra initiated his attack.

"Spiral Jaw!" The revealed Dragon Slayer forcefully kicked Wildmutt in the back with a cloud of poison enveloping him afterward.

Wildmutt whined from the sudden blow as well as the sting of poison on his body. Before he could recover, Cubellios coiled around the Vulpimancer - locking him into place.

"Heh," Cobra flipped and landed on his feet, a satisfied smirk adorning his face. "Bet you didn't see that coming, fur ball. Cubellios, squeeze the life out of him!"

Cubellios hissed and proceeded to tighten her hold on her prey, a move that backfired as sharp pain pierced through her body. Hissing in distress, Cubellios was forced to release her hold on Wildmutt and slither away.

"Cubellios?!" Cobra exclaimed in surprise. He then noticed the source of his friend's pain. On her underbelly were orange quills sticking out. A little bit of the snake's blood leaked out from the wounds.

Wildmutt growled while shaking his head, trying to regain his bearings. 'That hurt… Not sure how Argit can keep growing these things.' He mused while working on growing a new set of quills on his back.

Last year during a training session with Kevin, Ben had learned that adult Vulpimancers were capable of firing the quills on their backs as weapons. It was definitely a surprise for him and his Osmosian friend, who had thankfully coated his body in thick armor at the time.

At the time, he was kind of disappointed he couldn't use that trick with Wildmutt when he was ten, seeing as it could've been useful. However, it did come at a cost as it weakened his defenses considerably until new ones grew back. He decided it would be best to reserve that move for certain situations.

It was all a reminder to Ben that as he himself grew upon approaching adulthood, some of his transformations would change as well.

With his quills starting to steadily grow back and Cubellios writhing in pain over to the side, Wildmutt turned his attention to Cobra. The toxic scent of poison was now wafting off his figure.

'Seriously?! He's a Dragon Slayer too!?' Ben inwardly shouted. 'I thought that magic was supposed to be a Lost Magic or something. Where are all these people wielding it coming from!?'

Cobra glared at Wildmutt. "You're gonna pay for that!" Taking in a deep breath, he reared back his head - a maroon cloud forming around his mouth. "Poison Dragon's… ROAR!"

He swiftly unleashed a vast amount of poison gas at Wildmutt. Knowing he'd be unable to avoid the attack in time, he hunched down and used his claws to anchor himself to the street.

The Poison Dragon Slayer ceased his attack and listened closely to his enemy. He could still hear his opponent's steady breathing, heartbeat, and muscle movements. He cocked an eyebrow in bewilderment. 'Strange… with all that poison, his vitals should be dropping like a rock. What gives?'

As the red-maroon cloud dissipated, Cobra was shocked to find that Wildmutt was unharmed.

"What the? How the hell are you still standing?!" Cobra shouted angrily. "All that poison should've killed you!"

Wildmutt wordlessly responded with a smug, savage smile.

'Thank you Vulpin for being such a dump.' He thought, referring to Wildmutt's homeworld.

In Ben's universe, Vulpin was one of the most polluted and toxic planets in the Milky Way Galaxy. Vulpimancers were one of the few lifeforms that could live there without any technological aid, meaning that Wildmutt's genetics naturally granted him immunity to many if not all poisons and viruses - Cobra's poison was no exception.

"Damn you!" Cobra clenched his fist, baring his teeth in seething rage. Without warning, the sleeves on his jacket were ripped off as his arms bulked up. The skin on his arms turned into purple scales while the underside was white. His fingertips morphed into sharp claws with traces of venom leaking out. "Looks like I'll have to get serious…"

Cobra rushed forward at a speed Wildmutt hadn't expected and tackled him to the ground. He violently dug his claws into Wildmutt's back, causing the Vulpimancer to roar in pain. His quills hadn't fully regrown yet, allowing Cobra to land a hit. Even though the poison wouldn't endanger him, those claws digging into his flesh definitely hurt.

"Looks like you are weak to something after all. My poison may not be able to kill you like everyone else… it still burns though, doesn't it?!" Cobra expelled more poison from his hands. The toxicity of the substance started to slowly blister Wildmutt's exposed skin like acid.

Wildmutt growled and jumped around to buck Cobra off as if he were a bull rider. The poison mage couldn't hold on any longer and finally released his hold, landing on his feet to the side - but not without leaving a painful wound on Wildmutt's back.

Wildmutt glanced at the pinkish handprint mark on his back. He snarled fiercely and charged forward. Cobra didn't hesitate and lunged forward to meet the alien canine head-on.

The two combatants fought like wild animals, primarily using claw attacks. At first, Cobra was able to land more damaging blows as he aimed for vital spots that he had already struck. However, Wildmutt was eventually able to recognize Cobra's attack pattern and adapted accordingly.

Wildmutt fluidly maneuvered around Cobra's poisonous attacks and swiped his claws against his enemy's arms and torso - ripping Cobra's jacket and shirt. He followed up with a backhand against his head.

Cobra grunted painfully from the blow, surprised by the force behind it, and crashed into some nearby buildings. 'Dammit! That stupid dog packs a punch!'

He could read Wildmutt's muscle movements and hear the pattern in its heartbeat and breathing; however, he wasn't capable of reacting to that level of movement alone. Without understanding his thoughts, Cobra wasn't able to dodge or predict the Vulpinmancer's moves as effortlessly as other opponents.

Nevertheless, Cobra was a cunning wizard and had a few tricks up his sleeve. He picked himself out of the rubble and faced down Wildmutt. Despite the deep scratches and bruises, he grinned wildly and held out his scaled arms in a challenging manner.

"That all ya got, fleabag!? C'mon!" Cobra exclaimed. "Let's kick this up a notch!"

Wildmutt growled in annoyance, inwardly admitting Cobra was a tough one. Most human opponents would have been defeated or given up by now.

With Wildmutt's full attention on the Poison Dragon Slayer, he didn't notice another enemy sneaking up behind him. Sharp pain suddenly pierced the Vulpinmancer's body. He couldn't suppress a painful roar and fell to the side. Cubellios had recovered from the quill attack and bit into Wildmutt's left back leg.

"Heh, good girl." Cobra smirked and walked up to affectionately pet the purple snake's head.

He turned to glare at his foe below him. "Dumb dog… did you really think I'd be done in by you?!"

He aggressively kicked Wildmutt in the stomach with a poisoned-enhanced kick while Cubellios sunk her fangs deeper into his leg.

Wildmutt howled in pain. Poison immunity or not, he could feel every kick and Cubellios's sharp teeth; needless to say, it hurt badly!

"That's right!" Cobra grinned manically. "Your pain is like music to my ears!"

'Can't let this continue.' Wildmutt thought in distress. 'He mentioned stepping it up a notch…'

Wildmutt shakily raised his right paw and slapped the Omnitrix dial, causing four spikes to extend from the disk. The Vulpimancer was consumed in emerald light as an evolutionary surge filled his body.

His body became larger and significantly more muscular while his shoulders and back arched up. His claws and teeth both sharpened, his lower teeth sticking out more from his black lips, giving him a more ferocious look. His fur color darkened to a dark orangish-red (resembling a blood orange) with darker tiger-like stripes lining his forearms and chin. Starting at his head and running down his spine were five big grayish-white spikes curved backward like a shark fin. They rose almost into an arc over the back, tapering near the rump. At the end of his long tail was a curved, horned tip that resembled a scorpion stinger.

The Omnitrix dial was positioned on his chest with a black Fairy Tail stamp on his left upper shoulder.

The evolved Vulpimanacer let out a powerful, fierce roar. "Ultimate Wildmutt!"

Cobra and Cubellios were both taken aback by the emerald flash and the new, more menacing creature in its wake. Ultimate Wildmutt swiped a dumbfounded Cobra away with his right forearm before turning his attention to the snake still attached to his back leg.

"You like poison, snake? Then choke on this!" Using the stinger on his tail, he stabbed the underside of Cubellios's mouth - causing her to instantly release her hold on his leg.

'What the hell?! He talks now?' Cobra thought in shock. 'How'd he do that?'

He winced in pain from the last blow that the evolved Vulpimancer had delivered - some blood leaked out of the newly opened wound. He turned his eyes to Cubellios, who was sprawled out across the ground unmoving and lightly gasped in fear.

"Cubellios!" He ran over to his partner's side.

Weakly opening her jaw, he opened his mouth and drained the poison out of her body. To his surprise, the substance Ultimate Wildmutt had injected her with wasn't deadly at all.

"What is this?" He muttered aloud, perplexed. "It's not all that toxic…?"

"Of course not." Ultimate Wildmutt spoke up. "It's a venom that temporarily paralyzes prey. It won't kill your pet, but she won't be attacking me anytime soon."

Although Cobra was an enemy, Ben wasn't one to push it too far unless it was absolutely necessary.

"It'll be okay girl." Cobra comforted his friend, petting her head. He shot Ultimate Wildmutt a glare, but one far less intense than he'd normally give an enemy.

"Cubellios isn't a pet. She's my friend." He furrowed his brows. "I ain't gonna let you off easy for hurting her."

Ultimate Wildmutt snorted. "You and your friend hurt someone I deeply care about. Don't think for a second I'm gonna let you get away with that."

"Oh really?" Cobra removed his tattered jacket and tossed it to the side, revealing his ripped undershirt and the scratches across his body. "Cubellios… I could use a snack, girl."

Cubellios responded by weakly lifting her jaw and expelled a plume of reddish-black gas. Cobra inhaled deeply and consumed the gas cloud. As a result, most of his injuries disappeared while the poisonous gas wafting off his body increased.

'Right… he can eat poison to replenish his power.'

"Thanks, girl." Cobra grinned confidently. "Not sure what you did to make yourself all tougher… but it won't matter. You're dealing with the Poison Dragon Slayer."

Cobra rushed forward at incredible speed, swiping his arms in an arc motion, and released a wave of toxic gas. Ultimate Wildmutt skid backward a little from the force behind the attack.

"Big deal. Did you forget that poison doesn't affect me?" Ultimate Wildmutt used his heightened senses to identify Cobra's form in the gas plume.

He responded by rearing back his tail to strike, but Cobra effortlessly caught the stinger, much to the evolved Vulpinmancer's surprise.

'Whoa… he managed to catch that?'

"That's right." He tightened his grip on the stinger and, shockingly, inhaled the venom out of it and into his mouth. "Your knockoff scorpion venom won't work on me."

With a poison-enhanced kick, he hit Ultimate Wildmutt in the chest and put some distance between them. Cobra swung his arms forward and produced a salvo of scale-shaped poison masses, sending them rapidly flying at the evolved Vulpimancer. "Poison Dragon's Scales!"

The poison barrage made Ultimate Wildmutt stagger backwards. After the attack subsided, he narrowly dodged another clawed swipe from Cobra.

"You're a quick one, I'll give you that!"

The ultimized Vulpimancer lashed out with his front claws, but Cobra easily ducked and avoided each swipe.

The maroon-haired wizard's grin widened. "But not quick enough!"

He jumped to deliver a powerful, poison-enhanced kick into Ultimate Wildmutt's side.

"I got another gift for yah." Rearing back his head while inhaling deeply, he shouted, "Poison Dragon's Roar!"

A massive, sickly cloud of poison was unleashed from his mouth once more. The sheer force behind the attack sent Ultimate Wildmutt rolling backwards across the abandoned street - finally crashing into buildings.

"Poison immunity or not, how much more punishment can you take, yah dumb mutt?!"

As the attack subsided, Ultimate Wildmutt groaned painfully yet quickly rolled back onto his feet. An evolved Vulpimancer was very durable and had a high tolerance for pain. That didn't mean he enjoyed it though.

'Man, his attacks are definitely strong.' He thought in annoyance.'If I wasn't immune to poison I'd be finished already. Something about his power has me wondering though…'

Turning in his foe's direction, he retorted, "Much more than you think, snake charmer. I'm curious about that Poison Dragon magic of yours though."

"You're wondering if I'm an old or new gen Dragon Slayer, ain't yah?" Cobra smirked at the evolved Vulpimancer's change in demeanor. Despite it not having eyes, he could tell that the beast was surprised. "Yeah, I'm part of a new wave of Slayer. A Dragon Lacrima was implanted in my body… just like that Laxus guy."

Ultimate Wildmutt jumped back in shock. "Wait… you can read minds?"

"More like I can hear your thoughts. Didn't say anything earlier cause I couldn't even understand your thoughts when you were smaller, but now that you got bigger…" Cobra smirked cockily. "... I can understand them crystal clear."

Ben honestly felt foolish for not recognizing it sooner despite the obvious signs. The fact that Brain kept turning to him for validation on answers earlier should've tipped him off immediately. Perhaps he was too focused on finding answers regarding Jellal and Hex to notice. Well, no sense in beating himself up over it now.

"Guess going Ultimate had an unintended drawback," Ultimate Wildmutt voiced, not seeing the point in keeping it to himself since Cobra would hear it anyways. With Wildmutt's evolved form gaining higher cognitive ability (granting him the ability to speak other than the Vulpimancer language), Cobra was now able to understand his thoughts as a result.

"Ultimate or not, I'm gonna rip you to shreds. Then," the Dragon Slayer's expression became more crazed, "then I'll track down Titania and finish the job. I'll bury what's left of her right next to you. How does that sound!?"

Ultimate Wildmutt snarled, intending to charge at his foe but he stopped himself. That's exactly what the poison junkie wanted. Cobra knew how he felt about Erza and was playing him. Maybe when the Omnitrix bearer was younger he would've fallen for it, but not anymore after what he had been through.

'Wait… Cobra… you hear my thoughts, right?' Ultimate Wildmutt thought. 'With super-sonic hearing or something?'

"Yeah. What, you didn't believe me?" He titled his head.

"Oh, I do. If that's the case…" He reached up to tap the Omnitrix dial and, in a flash of green, Ultimate Wildmutt reverted back to Wildmutt.

'Damn!' Cobra scowled. 'I can't understand his thoughts anymore. What's that mutt up to?'

Feeling assured that Cobra wouldn't comprehend his thoughts, Ben quickly worked on contemplating a way to beat his foe.

'Hmm, if he's got super sonic hearing, then maybe all I have to do is get loud.' With a strategy in mind, Wildmutt tapped the Omnitrix dial.

In an emerald flash, he was replaced with a small, three-foot-tall humanoid that appeared to be wearing a white full bodysuit. On its back was a square appendage that closely resembled an MP3 player with a port, decorated with a number 10 symbol. It had green indents of its hands and cassette tape-like structures on its lower legs. On its head was what appeared to be headphones that were attached to his back. The Omnitrix dial was positioned on his chest with a black Fairy Tail stamp on his left shoulder.

"Echo Echo!" He announced in a high-pitched, static voice.

'The hell? What is this?' Cobra was dumbfounded. At first glance, this creature didn't look threatening, but he could hear all sorts of weird noises resonating inside of it. 'It's like… that thing is made of sound? Wait, what's it-'

Cobra's thoughts were interrupted as Echo Echo suddenly duplicated himself, much to his surprise. Within a short moment, there were over three dozen Echo Echos surrounding him.

"So, what? You're trying to overpower me with numbers?" Cobra scoffed. "Like I'd be scared of some little freaks!"

Moving his arms in a cross, he generated many elongated, snake-shaped masses of poison - which all moved towards the opponents surrounding him. Some of the Sonorasian clones managed to dodge while others were instantly dissolved and ultimately destroyed by the toxic gas.

'Geez, Cobra, that was a little harsh.' An Echo Echo clone thought.

Despite the noise echoing inside their containment suits, Cobra was able to make out what the clones were thinking.

'The guy who sprays poison everywhere is calling us freaks?' Another thought.

'That's rich coming from a fake Dragon Slayer.'

'Are we gonna ignore the fact that his best friend is a snake?'

"Shut up!" Cobra yelled, discharging waves of poison at the Sonorasians. "And who are you calling a fake?"

While a few of the clones were killed off, the majority dodged and scattered across the area. Some climbed on top of buildings while the rest took various positions on the street around Cobra.

'This guy sure has some anger issues.'

'The ladies sure don't go for the cocky type.'

'Must be a pretty lonely guy.'

"HEY! I may be cocky, but I'm not a lonely guy!" Cobra angrily protested.

"Sure you're not…" an Echo Echo clone vocalized, with a playful smirk.

"SHUT UP!" Cobra released another blast of poison, destroying a nearby building and crushing a few Sonorasian clones in the rubble.

However, it didn't amount to much as the remaining Sonorasians continued to duplicate. Now, there were at least fifty surrounding him; they were on buildings, walls, and on the street around him.

'Yah know, they say the things that make us the most angry are the most true.'

Cobra bared his teeth in frustration. 'What's with these things? They keep multiplying like rabbits… and all that noise inside of them is grating my ears… Wait!' The Dragon Slayer paused, having an empathy. Was that his enemy's plan? Was his opponent trying to distract him with all of the thoughts of his clones to take him off guard?

He stopped to take a moment to listen to all the sounds around him; more accurately, the Sonorasians encompassing him.

Most of what he heard was the Echo Echo clones commenting on his appearance and overall cocky demeanor, debating if he would ever find a girl. He clicked his tongue in annoyance at that but chose to ignore it and listen for anything meaningful. Finally, his ears perked up when he caught wind of something.

'Alright, guys. I think he's starting to wise up. It's now or never.'

'It's been fun, but let's end this now.'

'Ready?!'

Cobra gasped while his eyes widened in shocked dismay. At that moment, he finally realized what these 'Echo-Echo' things were planning. Unfortunately for him, there was nothing he could do now. There was nowhere he could escape.

"DAMMIT!"

"WALL. OF. SOUND!" All of the Echo Echo clones shouted in sync.

Their powerful, high-pitch screams amplified each other into a devastating blow, cracking the ground and nearby buildings. If there were windows in Nirvana then all of them would have been shattered. Those who were currently on Nirvana, both the Allied Forces and the Oracion Seis, turned their attention in the direction of the unnatural loud noise - wondering what it could be while covering their ears.

Cobra was essentially trapped in an inescapable prison of ear-piercing noise. The Poison Dragon Slayer fell to his knees, covering his ears to block out the sound to no avail. Sweat raced down his forehead as the veins on his neck and temple throbbed madly. Echo Echo's screams were practically reverberating inside of him.

Finally, he couldn't take it anymore as he let out an agonizing cry. "MY EAAAAARRRRS!" His eyes rolled back into his head as he collapsed face-forward into the street.

'My only prayer…' Cobra thought back to his time at the infernal tower all those years ago; more specifically, the time he shared with Cubellios when she was a little snake. '... was to someday hear the voice of my one true friend…' His vision went dark and succumbed to unconsciousness.

The Echo Echo ceased their screaming, much to the relief of those presently across Nirvana. A few clones cautiously approached the Poison Dragon Slayer, relieved to see that he was defeated.

The clones all merged back into one before Echo Echo slapped the Omnitrix dial, transforming back to human. He then noticed a little blood slowly leaking out of Cobra's eardrums.

'Hopefully, those screams didn't make him completely deaf… but at least he's alive.' the teen hero thought.

Hiss…

Ben turned to see Cubellios weakly slithering toward him, limply dragging her wings in her wake. He noticed the small traces of blood leaking from under her jaw where Ultimate Wildmutt's stinger had struck her.

"Uh, sorry about that." He held out his hands in a placating gesture.

Cubellios hissed and slowly slithered past him, going to Cobra's side.

"Definitely loyal, aren't you?"

The sound of consistent beeping captured Ben's attention. He lifted his arm to see the Omnitrix faceplate blinking green.

"Warning! Genetic damage detected!" the Omnitrix said.

"What? Who?" Ben looked around the street, but the only one he could determine was the logical source was the unconscious Oracion Seis member.

He walked over to him, ensuring he kept a safe distance between them to avoid setting off Cubellios. Ben held the Omnitrix in Cobra's direction but was surprised to see the blinking and beeping drastically dropped.

"Wait, it's not Cobra. Then who?" A sudden thought came to Ben.

It couldn't be. Then again, this wouldn't be the first time he's been surprised today. Realizing there was no other candidate, he pointed the Omnitrix in Cubellios's direction. Just as he suspected, the beeping started to dramatically increase. If the slow beeping/blinking meant cold, then this definitely meant hot.

"Seriously, the snake?" Ben cocked a brow in mild disbelief. Of course, the Omnitrix wasn't one to play jokes on him in situations like this. Still, why was it just now detecting genetic damage? Why not earlier? Questions later, he supposed.

For now, Ben decided to humor the device. "Okay… Omnitrix, what's the problem?"

"Further analysis required." The faceplate slid back and the core popped up. A beam of green light shot from the device and scanned Cubellios, catching her attention. "Analysis complete. Traces of human DNA are present and being artificially suppressed by an energy with properties similar to Mana. Attempt to repair?"

"Human?" Ben's eyes widened.

He turned to look at Cubellios, who simply shot him an emotionless, half-lidded gaze.

'If this thing is really human, then… I have to help them. But…' Ben stopped and gazed up at the large tower behind him. 'I have to get back up there and help Natsu and Happy fight Brain.'

He looked back at the snake, who had turned away from Ben and laid its head in front of Cobra's as if it were waiting for him to wake up. '... What should I do? I could come back later and try to heal them. But if Cobra and the snake wake up and escape, I may not get another opportunity.'

Ben was faced with a dilemma. Stay and try to help this human trapped as a snake, or leave to provide Natsu backup against a powerful enemy? As much as the logical side of him was screaming for him to leave, his conscience wouldn't allow him to.

With that, Ben came to the only choice a hero could make at that moment.

He sighed deeply. "I'm sorry, Natsu. You'll just have to hold down the fort a little longer." Ben took a few steps toward Cubellios, regaining her attention. He kneeled down and slowly reached for the tip of her tail, gently grasping it. Cubellios shot Ben a dirty look and tried to pull away, but was still suffering the effects of the venom.

"It's okay, I'm here to help." He spoke softly. "Omnitrix, yes. Let's repair the damage."

The Omnitrix faceplate turned green and a brilliant flash filled the area.

Ben opened his eyes to see he was floating inside of a vast green void with black blotches all around. He was confused for a moment before realizing what this place was.

"That's right. I'm inside the Omnitrix." He recalled being in this place when he healed his older cousin Ken from the Highbreed's DNAlien parasite three years ago. "Please go more smoothly this time around."

He looked ahead to see a sleeping Cubellios coiled up with her head resting on her body. He carefully reached out his hand and placed it on top of her head. All of a sudden, a legion of small purple snakes suddenly poured out of Cubellios's head and slithered up Ben's arm.

"Aw, man! Not this again!"

The snakes slithered and wrapped themselves around Ben's body until they completely encased him, surrounding him in darkness.

Ben's eyes snapped open. He was back in the real world.

The snake, Cubellios, wasn't anywhere in sight. Instead, lying by Cobra's side was a young woman with violet-colored hair and a round face. Much to Ben's embarrassment, the girl was completely nude.

Ben shut his eyes and turned away, a healthy blush on his face. "Aw c'mon, Omnitrix! You couldn't have made her some clothes!?"

He swiftly took off his green jacket and, while looking away, placed it on top of the girl. With her private areas covered, Ben looked back to her in concern.

'What could've happened to her?' He glanced at the Omnitrix and pondered what sort of magical power could turn this girl into a snake and have the Omnitrix recognize it as 'genetic damage'. Some sort of Take-Over magic, maybe?

Ben was interrupted from his thoughts by a loud explosion in the distance.

"Natsu!" He moved to activate the Omnitrix, only to see the faceplate glowing red. 'Damn! All those transformations and repairing that girl's DNA must've drained it.'

He looked back at Cobra and the young girl, both unconscious. "Sorry. I'll have to come back for you later."

Ben turned and sprinted in the direction of the central tower.

As he left, Cobra momentarily stirred from his painful unconsciousness. Despite the blood coming from his ears, he faintly overheard Ben's thoughts.

'Did he really just…' He weakly lifted his head to see the girl that formerly was Cubellios close to him. He could hear her breathing, her heartbeat, and the dream she was currently experiencing. This wasn't a dream, this was real. 'My prayer… it… came true…'

Cobra couldn't suppress his tears and cried freely. He felt his energy quickly wane as he fell back into unconsciousness. Only this time, there was a genuinely happy smile on his face.

Earlier…

Carla was on her hands and knees breathing heavily. She was exhausted after carrying Wendy all the way up to Nirvana. Wendy knelt by her exhausted friend and couldn't help but feel guilty.

"I'm sorry I wasn't much help. I wish I could do more." Wendy apologized.

Carla finally caught her breath and sat up. "Don't be foolish, child. No need for apologies. Although, I would like to know why we're up here in the first place." She noticed Wendy's face grow despondent as she looked down at the ground.

Carla had an epiphany. "Hold on, you're trying to find Jellal, aren't you?" She said in an accusing tone.

"I'm not!" Wendy denied almost immediately.

The white feline frowned yet her expression showed concern. "…Truthfully." She pleaded.

Wendy then got flustered and looked off sheepishly while having a finger rubbing her cheek. "Well…in a way, I guess." She then looked around at the empty city. "But still, Nirvana has to be stopped." She then clenched a fist and looked determined. "So, now that I'm here… maybe there's something I can do to help make that happen."

Carla blinked at Wendy's resolve and looked at the ground in agreement. "Maybe."

Wendy smiled at Carla for agreeing with her. Wendy heard a sudden gasp coming from Carla and she looked to see that her friend suddenly had terror in her eyes. Carla remained still as she was looking out at the edge of Nirvana.

"Is something the matter?" Wendy asked innocently.

She watched Carla stand up and walk forward in a daze. Carla looked worried as she continued moving towards the edge of Nirvana. Wendy walked up to Carla's side as she finally stopped near the ledge.

Carla's eyes were still wide as her body lightly trembled. "I-I don't know. And I'm not certain, but…" Wendy and Carla both looked out at the array of mountains and forests that lied beyond their eyes. "... If Nirvana continues down its current path, then…then it'll trample right over the Cait Shelter guild hall."

Nighttime had set over the Worth Woodsea. Breaking the forest's serenity was the shaking of the ground and trees being crushed under several hundred thousand tons of mass. Nirvana's giant tube-shaped legs reached out and trampled everything beneath. Despite the darkness, the moonlight outlined the behemoth's form marching forward through the landscape at a steady pace.

Lucy and Gray cautiously walked down the empty streets of Nirvana. Earlier, they had managed to successfully navigate their way through Nirvana's innards and found a set of stairs leading up to the city. They stopped for a moment to survey their surroundings.

"So… any idea what this place is?" Gray asked, clueless.

"Aside from ruins on the back of a giant monster? No clue." Lucy replied honestly.

"It's weird. I thought Nirvana was some kind of magic. Not a bunch of broken-down buildings and rubble." He noted dryly.

"If it's a city, then where are the people?" Lucy wondered.

"An excellent question. Oh yeah!" An enthusiastic-sounding voice called out. "This is the mystical city of Nirvana!"

Lucy and Gray both turned to find Jura, Ichiya, and Hoteye standing on top of one of the buildings.

"And seeing you here puts the odds in our favor." Jura stated confidently.

"~Maaan!~" Ichiya posed. "Take heart! We are but mere steps away from crushing our foes!"

"It's Jura and Ichiya! And…" Gray's eyes widened upon noticing the third member of their group. "Is that one of the Oracion Seis!?"

The trio jumped down from the building and up to the two Fairy Tail wizards.

"There's no need to fear! ~Maaaann!~" Ichiya placated with a dance. "This former scoundrel has been reformed!"

"Yes," Jura spoke up in their newfound ally's defense. "Hoteye is now our faithful ally."

"All you need is love! Oh yeah!" Hoteye joined Ichiya in a dramatic pose, a brilliant smile on his blocky face.

"NO WAY!" Lucy and Gray shouted, dumbfounded.

"Isn't this the guy who screamed nothing but 'money this' and 'money that' earlier?" the Celestial mage whispered to Gray.

"Yeah, I think so." The onyx-haired mage replied. "Baldy must've beaten some sense into him."

"~Maaaaan!~ You forgot to include me." Ichiya pointed out. "I was there too!"

"Truthfully, we were about to duke it out. But during the battle he suddenly had a change of heart." Jura explained with a smile.

"It defies all explanation. ~Maaan!~" Ichiya chimed in. "But, after feeling the powerful wrath of my parfum, he finally saw reason. ~Maaaan!~"

Gray and Lucy sweat-dropped.

"I seriously doubt that's what happened." Gray deadpanned.

"Wait!" Lucy's eyes widened in realization. "Hibiki did say that Nirvana had the power to turn darkness into light and vice versa. Maybe that's what happened?"

"Indeed." Hoteye confirmed, holding out his arms as a metaphorical light from heaven shone down on him. "I have seen the light. Money is nothing. All you need in this world is love! Oh yeah!"

"Ugh…please, stop." Gray groaned, exasperated. "One person spouting off about love is enough."

"So, Hoteye…" Lucy turned to the former Oracion Seis member. If the Wizard Saint Jura vouched for him, then she'd be willing to give him a chance. "...you wouldn't happen to know anything about this place, would you?"

"Yeah, you were with Brain. Surely he must've revealed something." Gray added.

"Why, yes! This city is where the ancient Nirvit once resided and prospered. Oh yeah!" Hoteye answered ecstatically.

"The Nirvit?" Lucy repeated, blinking. "I've never heard of them before."

"I can't say I'm surprised since there's no record of them." The larger man explained. "They lived four hundred years ago during a time when the world was engulfed in war. The Nirvit tried to remain neutral but the bloodshed reached a point where they felt compelled to intervene. They created a type of magic that would restore balance to the world. Oh yeah!"

"Don't tell me. That magic was-"

"Nirvana." Hoteye confirmed, a darker look in his eyes. "A power capable of switching light and darkness. So confident of their creation, they named it after their homeland. A word synonymous with peace. Oh yeah!"

"So, this city of ruins…" Gray said.

"... Is actually Nirvana itself?" Lucy finished, sounding surprised.

"Man, talk about irony. Tsk," The ice wizard scoffed. "Nirvana was created to bring peace. Now, it's fallen into the hands of someone who'll use it for nothing but destruction."

"Geez… why couldn't they just make Nirvana turn darkness into light only?" Lucy wondered aloud. "Then we wouldn't be in this mess."

"Well, it can't be helped." Jura folded his arms over his broad chest. "I doubt the ancients ever considered that one day their creation would be used for evil. Criminals can find the dark side of even the most constructive of magics."

Lucy and Gray both nodded. Sadly, that statement was very true. Not just in their world but Ben's world too apparently. After all, Ben had told them that Azmuth, the creator of the Omnitrix, had intended to use the device for peace while maniacs like Vilgax wanted to use it for evil.

"~Maaan!~ In any case, we must respond accordingly!" Ichiya exclaimed confidently.

"Yes! Now that Nirvana's been activated it presents a clear and dangerous threat to the entire world." Hoteye grimly stated. "We must do everything in our power to destroy it. Oh yeah!"

Gray nodded in agreement. "Sounds like a plan to me."

Jura then looked around and noticed the absence of a particular member. "Where is Sir Ben? And are the others alright?"

"Ben, Natsu, and Happy are up here somewhere." Gray answered. "I'm sure we'll run into them shortly. As for the others, they're back in the Worth Woodsea. We're not sure what their status is though."

"I see." Jura lowered his head in contemplation. "We'll have to complete this mission without them then. We can head back to find them once this monstrosity is stopped for good."

"~Maaan!~ As much as it pains me to leave my Trimen comrades behind… duty calls!" Ichiya posed dramatically.

The group's conversation was interrupted as light entered their peripheral vision. They turned around to see flames now burning at the top of several torch towers positioned around the massive tower at the center of the city.

"They're lighting up?" Lucy asked.

"It must be Brain's doing. Oh yeah!" Hoteye revealed. "Knowing him, he's most likely controlling Nirvana from the royal throne located in the city's heart. Luckily for us, he's unable to use any other magic while doing so. It's the perfect time to strike. Oh yeah!"

"If he's driving this thing, is he taking it anywhere specific?" Gray pondered.

"I would wager he is. Sadly, Brain did not share the particulars of his plan with the rest of us." The earth wizard lowered his head in slight disappointment.

"Not true." A new voice said.

Gray visibly tensed up, recognizing the voice. 'This isn't good…'

The group turned to find Midnight standing on a nearby building looking down at them with an impassive frown.

"Father didn't trust the rest of you enough to tell you." Midnight revealed.

Hoteye stared at his former ally with a serious expression. "Hello, Midnight." He said emotionlessly.

"That's the guy you and the others fought earlier." Lucy glanced at Gray, who was sweating nervously.

"Yeah, I'd hardly call that a fight." He said sardonically. "He wiped the floor with us."

"You betrayed us." Midnight spoke up. He jumped to the street in front of the group before suddenly disappearing and reappearing in an alleyway. "I didn't think you had the guts."

"I didn't betray anyone." Hoteye kept his eyes on the black-haired wizard, unfazed by his disappearing-and-reappearing act. "I've simply come to realize the error of Brain's misguided ways."

"What was that?" Midnight appeared mere meters behind Lucy and Gray, much to their shock. "Why don't you come over here and say that to my face, big guy?"

"How's he doing that?" Lucy asked, bewildered.

"Wait… what's all this father stuff about?" Gray wondered.

"I say he's misguided because he truly believes a person's heart can be changed by magic. But only love has the power to make even the weakest of hearts strong. Oh yeah!" Hoteye declared determinedly.

Midnight stared at Hoteye with an unamused, half-lidded gaze.

His eyes widened, shooting the group a deadly look. All of a sudden, an unknown force blasted through the air down the street. As if cut by an invisible sword, several nearby building rooftops were cut off and collapsed to the street below. A cloud of dust billowed and choked the air.

As the cloud slowly dissipated, the group - minus Hoteye - was lying at the bottom of a hole that had suddenly appeared in the street.

"~Maaaaan~" Ichiya groaned weakly, trapped underneath Jura's bulky body. "Please… a little assistance here…"

"Whoa…" Gray coughed a bit. "Anyone know what just happened?"

"Hoteye liquified the ground beneath us so we wouldn't be hit." Jura realized. "It happened so fast I barely saw it!"

The long, orange-haired wizard was standing at the rim of the crater with his right middle and index fingers placed below his eyes. "There's no time to waste. Get to the royal throne as quickly as possible." Hoteye ordered. "I'll stay behind and take care of Midnight. But you needn't worry about me! All members of the Oracion Seis are equal in power."

Midnightly nonchalantly flicked one of his white bangs adorned with maroon beads. "You really think you're a match for me?" He frowned.

Hoteye extended his right arm forward, summoning an orange magical circle. "Earth Magic: Liquid Ground!"

Out of the circle, a big tidal wave of earth surged down the street. Midnight, however, looked on in disinterest. With a swipe of his arm, the avalanche of earth was suddenly dispelled in a swirling motion.

Gray, Lucy, Jura, and Ichiya climbed out of the hole and looked on at the battle in surprise.

"Who would've thought the Oracion Seis would turn on each other?" Gray noted.

"Dark guilds aren't exactly about peace and harmony." Lucy mentioned.

"Be careful, Hoteye!" Jura called out.

"Yes, my friend! ~Maaan~ The parfum from this Midnight character smells vile." Ichiya inserted.

"I will, my friends. Now go! Also," Hoteye glanced back with a beaming smile, "I would prefer you didn't call me that anymore. The name's Richard. Oh yeah!"

Jura and Ichiya both nodded.

"Thank you, Richard." Jura said sincerely.

"Hmph…" Midnight scoffed while standing in a dust cloud. He stepped out to shoot the former Oracion Seis member an angry glare. "We're not supposed to reveal our true names to the enemy. That's a new low, even for you."

"I have no interest in hiding behind a codename now that I've opened my heart to love. Prepare yourself!" Richard thrust out his arms once more, causing another wave of liquid earth to surge forward at his foe.

The Allied Forces took the opportunity to turn and retreat, their new destination being the royal throne at the center of the city.

Meanwhile, on top of the royal throne, the battle between Fairy Tail's Fire Dragon Slayer and the Oracion Seis leader was ongoing. Well, calling it a battle wasn't an accurate description. The affair had been one-sided from the start.

Brain stood in the center of the platform. Scorch marks and craters were scattered around him yet he was unharmed. He locked his gaze on his opponent, who was being held aloof by his flying feline companion. Both were breathing heavily, damaged and bruised by his earlier attacks.

"This guy… is unreal…" Natsu panted and coughed. "I can't even… get close to him."

"Aye…" Happy weakly said. "... guess he's not the leader of the Oracion Seis for nothing."

"Hmph," Brain smirked at the battered state of his enemies. "Tell me, boy… is this going as easy as you thought?"

Despite the Dragon Slayer's lack of hits, Brain couldn't help but feel impressed by the boy's overall sturdiness and tenacity. Nevertheless, the pyro wizard simply didn't possess the power to be any challenge for him.

Out of nowhere, a high-pitched sound blasted through the air. Natsu covered his ears while Happy folded his down, but neither had any success blocking the ear-piercing noise out. Brain, meanwhile, looked over the edge of the tower in confused fascination. What could the source of that power be? Was it from the Take-Over wizard?

After a short moment, the screech finally ceased, much to Natsu and Happy's relief.

"Grr…" Natsu gently picked at his ears, trying to stop the ringing in his head. "... man, what the heck was that sound?!"

"I bet a couple of smoked salmon that it was Ben." Happy replied. "Who else could it be?"

"Yeah… did he have to be so loud though?" Natsu said dumbly.

"Interesting…" Brain muttered while looking off in the distance.

"Hey, Natsu… I... dunno how much longer I can stay airborne." Happy panted with sweat dripping down his face. They had both felt the full force of Brain's spells.

"You have to, buddy." Natsu encouraged. "If we fall to the ground, we're goners…"

Natsu glared at their enemy. He was running low on magical power. If only there was some fire nearby…

Brain frowned and briefly glanced away to swipe his staff forward, summoning another golden control panel as he did before. With another wave of his hand, the intricate gears and lines on the panel lit up. As a result, lights started to appear at the base of the tower, providing some lighting in the darkness. The source of the lights being tower spires with flaming torches at the top.

"Hey… what're you doing?!" Natsu demanded, irritated by the fact his foe was ignoring him. "You're supposed to be fighting me!"

Brain looked back with indifference. "I would hardly call this farce a fight, boy. The only reason I haven't killed you already is simply because you intrigue me, nothing more."

A fraction of Brain's facial tattoos suddenly disappeared. He gasped and reached up to touch his face. "What? No… Cobra has been defeated?!"

"Heh… that's Ben for yah." Happy commented with an exhausted chuckle.

"Good! Now all we gotta do is figure out how to take this tattooed jerk down." Natsu said excitedly. Ben's victory had now given him the extra motivation he needed to defeat his opponent.

'That sound… this Ben fellow must've used it against Cobra's excellent hearing. Clever…' Brain begrudgingly praised, gritting his teeth in ire.

While Brain was musing, Natsu spotted out of the corner of his eyes the lights down below in the city. Those lights… they were flickering like flames. His eyes widened slightly, an idea popping up in his head.

"The Oracion Seis has been brought down to a meager three. Pathetic." Brain's grip on his staff tightened out of frustration due to his allies' incompetence. "It seems that I'll have to replenish its ranks."

"Happy, quick! While he's distracted…" Natsu whispered quickly. "Get me down to one of those lights." He pointed at the flaming spires below.

"Aye." The blue feline nodded, understanding Natsu's plan.

"Hmm?" Brain turned his gaze back to Natsu and Happy and noticed that they were beginning to flee, presumably flying down to the city. The darkness mage had immediately deduced their reasoning and sneered. "Not so fast. Dark Gravity!"

All of a sudden, the gravitational pull around Natsu and Happy drastically increased and forced them down to the ground hard. Both yelled out in pain as they slammed into the stone floor, forming a shallow crater beneath them. Natsu instantly felt nauseated upon landing, feeling the steady motion of Nirvana's movement.

"Aw man… no…" He groaned weakly.

"Natsu…" Happy's wings disappeared as his body remained on the ground. "I… can't move."

"Neither can I… ugh…"

Brain approached the duo with a satisfied smirk. "As if I would be foolhardy enough to allow you the chance to replenish your power, Dragon Slayer."

In spite of his nausea, Natsu lifted his head to shoot Brain a heated glare. 'Crap… how'd he know?'

"Hmm," Brain adopted a thoughtful visage. "Perhaps adding a real Dragon Slayer to our ranks will be a sufficient replacement?"

The more the tattooed mage pondered the idea, the more he liked it. Cobra had been a strong and useful pawn, but if he could be defeated by an official guild wizard then he was no longer useful. Having Fairy Tail's infamous Fire Dragon Slayer, an original generation Dragon Slayer, on his side would definitely be an improvement over any Second Generation Dragon Slayer.

"What's this… real Dragon Slayer business…?" Natsu's body trembled as he tried to get up but failed.

"Cobra is the Poison Dragon Slayer." Brain answered, making Natsu and Happy both gasp in shock. "I implanted him with a Dragon Lacrima when I recruited him years ago."

"Whoa…" Happy stammered. "Just like Laxus…"

"However, now that he's been defeated, he's no longer of any use to me." Brain indifferently stated. "What good is a false Dragon Slayer to me when I could have the real thing?"

"How…" Natsu clenched his fists, shaking them in anger. The fact that this guy could just disregard his ally as if he were nothing but garbage utterly sickened him. "How could you just forget about your friend like that?"

Brain grinned evilly. "With the power I have at my disposal, I'll have no problem recruiting new friends who will better serve me. Nirvana will make it so!"

"No!" Natsu yelled out. With his growing anger, he found a second wind and shakily rose to his hands and knees. "You don't make true friends with power and intimidation. All you get are puppets!"

A short moment of silence passed as Brain processed Natsu's words. "You shouldn't make such a fuss. After all, your power is what I admire most about you. It would do me good to have a friend like you." Brain's grin grew darker. "Or to use your terminology, to have you as my puppet."

"I refuse!" Natsu spat.

"Yeah… you'll never get Natsu to join your side." Happy chimed in, using his arms to slowly push himself up. "Trust me, he's way too hard-headed to control."

"Yeah!" Natsu paused for a moment before fully registering what his buddy had said. "HEY!" He shot him an angry offended look.

"Don't be angry! You know it's true!" Happy retorted.

"Hmph… I won't need mere words to convenience you." Brain proclaimed to Natsu. "After Nirvana darkens your heart, you'll gladly do my bidding. Your goals and my own will be intertwined."

Natsu froze and lightly gasped. The memories of trying to kill Ben earlier raced through his mind. A nervous sweat formed on his temples at the fearful prospect of being turned to the dark side once more.

"No... not again…" he murmured inaudibly.

"Oh? So, you've already fallen prey to Nirvana's power?" Brain overheard Natsu's murmur, looking at him keenly. The trepidation plastered on the young Dragon Slayer's face was all the confirmation he needed. The Oracion Seis leader couldn't help but rear back his head and laugh loudly.

"HA-HA-HA-HA!" He bellowed out.

"Natsu… what's he going on about?" Happy asked, confused.

"Happy… I…" Natsu stopped, turning away in shame.

He didn't have the heart to tell his friend what had happened. How he had tried to murder Ben out of misplaced vengeance and scorn. He was already struggling with the guilt and couldn't bear to see Happy's shock and disappointment from hearing the news.

"Excellent!" Brain exclaimed joyfully. "If you've succumbed to Nirvana once already… then the second time will be much easier."

"No…" Natsu said weakly. "I won't… hurt my friends…"

Brain ambled towards the downed Dragon Slayer, lifting him off the ground by the hem of his vest. "Once you've been fully turned to the darkness… they'll no longer be your friends. They'll be nothing but obstacles in the way of my ultimate goal… or should I say our ultimate goal."

"Grr! RRRAGH!" Natsu turned and bit into Brain's arm, much to the dark mage's surprise. "In your dreams!" He yelled through clenched teeth.

"You still have the strength to fight?!" Using his noteworthy strength, Brain threw Natsu over his head and slammed him back into the ground. Almost instantly, Natsu felt nausea overwhelm his body and pitifully slumped down.

"Just hang on, buddy." Happy shakily rose back to his feet. He concentrated and resummoned his wings. "I'm coming for yah…"

"Hmm…" Brain glanced at Happy with disinterest. "I tire of your presence. Begone!"

With a wave of his staff, a sudden blast of air pressure forced Happy off his feet and off the side of the tower. He cried out while plummeting uncontrollably to the city below.

"HAPPY!" Natsu shouted in horror.

"Now…" Brain looked back at the pink-haired pyro with a villainous smirk. "... let us begin the reversal process, shall we?"

Natsu glared up at Brain, wanting nothing more than to burn him to a crisp for hurting his best friend; however, he knew that would only play into Brain's hands. "No… I won't…" He groaned weakly, his stomach still aching badly.

"Don't worry, Fire Dragon… the pain will not last long." The shaman-like wizard held out his staff. "Nirvana! Hear my call! I command you… to transform this man's light into darkness!" He pointed the skull end of his stave directly towards Natsu's prone form.

On command, blackish-purple magical energy formed out from the stone floor and began to coalesce around Natsu's body.

"NOOOOO!" Natsu cried out in terror.

The Dragon Slayer struggled on the ground, trying to resist the corruptive magic invading his body. He breathed heavily while sweat started to gather on his face. This wasn't like the first time he had been turned. Nirvana had corrupted him during a moment of weakness. Now, it was trying to forcefully change his nature via Brain's wishes.

Natsu's eyes switched color between his normal charcoal-gray and bright violet. A dark, sickly aura was beginning to slowly shine off his body.

This development didn't go unnoticed by Brain as he looked on with wicked glee. He had to commend Salamander for his efforts, but it was ultimately in vain. Nirvana's power would win out in the end just as its creators had designed it for.

"Yes…" Brain breathed in anticipation. "With you as my friend, there'll be nothing we can't accomplish together."

Clenching his eyes shut, Natsu lowered his head to the ground. He was giving it all he had; unfortunately, there was only so much fight he could put up while suffering from vertigo. Nevertheless, he had to try. He owed it to Ben, his friends, and the Allied Forces to fight till the bitter end.

'Guys… I'm sorry…' Natsu could feel Nirvana's corruptive influence slowly taking hold. 'I tried to fight it… but… I don't think…I can beat it…'

Images of his battle with Ben earlier that day suddenly resurfaced. The thoughts and emotions he had experienced also came to the forefront of his mind. Natsu's eyes shot open, glowing purple. A malicious energy wafting off of his body.

Brain smiled widely, believing the reversal had been complete. However, Natsu snapped his eyes shut as the black aura around him receded. When he opened his eyes, their color had returned to normal.

"You won't… win…" Natsu proclaimed in-between labored breaths.

Brain frowned in response. "Your struggles, though admirable, will only prolong the pain."

Natsu could feel his eyelids growing heavier as his vision became distorted, his strength quickly fading.

"I don't know why your father left you Natsu... but I know why your friends are going to leave you. It's because you'll get them all killed with that reckless attitude of yours." The harsh yet true words of Ben echoed in Natsu's head once more.

He saw images of his fellow guildmates, smiling and laughing carefree. 'Ben… whatever you do, don't let me hurt our friends, okay? Take me down if you have to… please…' Natsu thought before succumbing to unconsciousness.

A long moment of tense silence passed. He could see nothing but pitch black. It was then that the Fire Dragon Slayer realized this could very well be the end. Man, it sucked that it had to end this way.

"Natsu." A deep, booming voice spoke in his mind.

Natsu could've sworn that he felt his heart skip a few extra beats. He had heard that voice many times in his life and it could only belong to one being. 'Dad…?'

"You cannot allow yourself to fall this way, Natsu!" Igneel's powerful voice echoed through the recesses of his mind. "You are the son of Igneel!"

An old memory came to the forefront of Natsu's mind. He was a young boy training with his father in a secluded area.

"Aw, come on! You don't really expect me to shatter that huge rock all by myself, do you?!"

"I'm not asking the impossible of you, my boy." Igneel replied. "I know you have the power to do it. Stop doubting yourself…"

Natsu couldn't suppress a small, fond smile at the memory. He had sure come a long way since then, yet still had so much left to achieve. He frowned, remembering how he failed to resist Nirvana's influence despite his best efforts.

'Dad… Nirvana… it-'

"Feeds on your doubts and insecurities. It is a pathetic excuse of magic!" Igneel sounded disgusted. "Do not allow it to get the better of you ever again."

"But I…'

"Never forget, you are a true Dragon Slayer, and you should take pride in that accomplishment." Igneel proclaimed. "Know that no matter what happens, I, Igneel, will always be proud of you."

Natsu's eyes widened. Those were the same words Igneel had said that day to encourage him in crushing that boulder. He smiled roguishly as the encouraging words of his father reignited his confidence.

'Okay, dad… I'll keep trying…again and again.'

Meanwhile, on the outside, Brain continued to look down at Natsu's unmoving body with wicked glee. Waves of blackish-purple magical energy were cascading off his skin. He believed that the reversal process would soon be complete. The Oracion Seis leader couldn't help but imagine the expressions of horrors from the Light Guild wizards as he set loose their former ally on them.

Then, all of a sudden, brilliant flames ignited across Natsu's whole body. "RRRRRAAAAAGGGH!" He shouted out.

"WHAT?!" The sudden eruption of heat forced Brain to jump back. He looked on in shock to see Nirvana's magic being consumed in the flames. "It can't be! He's… burning Nirvana away!?"

How was this possible? He was only moments from being corrupted? Where did all of this power come from? Brain was unable to fathom this sudden development.

With Nirvana's magic fully burned away, Natsu didn't waste a moment to attack. Shooting out flames from his feet, he propelled himself forward and forcefully head-butted Brain in the gut. Brain was too stunned to counter as both combatants went flying off the edge of the royal throne.

"GRRRAGGHHH!" Natsu yelled, his flames intensifying.

With gravity's aid, Natsu drove Brain down at an incredible speed and smashed him directly into a lighting tower. The flaming sphere-shaped torch on top was promptly destroyed, causing an explosion to echo across the city.

Out of the smoke, Brain crashed into the ground hard with bits of debris scattering around him. He groaned painfully and shakily lifted himself off the ground. Spotting his stave lying off to the side, he used his magic to summon the accessory back into his right hand.

"That… was unexpected…" He looked up to see the torch spire had been halfway destroyed by the impact. At the base were piles of rubble with fire scattered across them. The only signs of movement were the flames licking away at the air. "Hmm… did he crush himself under the debris?"

Brain stopped when his ears picked up something: the sound of someone inhaling. Fire across the area gathered into several streaks that intersected with an opening in the rubble. Debris was shifted and moved aside as Natsu stood back up, inhaling all of the flames in his proximity.

'More… I NEED MORE!' Natsu could feel his soul screaming out as he unleashed his power.

A powerful blaze erupted around Natsu's body, combusting upward to take the shape of a winged dragon. His flames changed color to a dark crimson with tints of orange. Intermixed with the fire were sparks and bolts of orange electricity. Shockingly, his body started to levitate off of the ground by a few inches (enough to alleviate his vertigo) while a fiery glow erupted off of his skin.

Natsu turned in Brain's direction, shooting him with a heated glare, his eyes glowing orangish-red.

'What is this?!' Brain thought nervously. He could practically feel the sudden change in Natsu's magic. He was well-versed in various fire magics, yet this was unlike anything he had ever encountered or read about. 'What did he do to his magic?'

'This feeling…it's just like after I ate that strange fire from Ben…' Natsu wasn't sure what this power was or how he could still access it, but it didn't matter now. He needed to use every ounce of magical energy at his disposal to come away victorious, pride be damned!

"Ready for round two, bastard?!" Natsu challenged. "You're not just up against my power, but Ben's too!"

Brain was silent while staring at the power coursing off of Natsu with utter fascination. "I see… Yes… why don't you show me what you can truly do, boy? This fight should be worth my time now."

Natsu was furious to see that Brain still wasn't taking him seriously. His fire burned hotter as a result, creating heat waves around them. Letting out a loud roar, the Dragon Slayer crouched low and launched himself toward the tattooed man with a fiery red trail in his wake.

Earlier…

'Omnitrix, you sure have a rotten sense of timing!' Ben thought in annoyance.

Currently, the otherworldly superhero was jogging down a street with a frustrated frown plastered on his face. The Omnitrix still hadn't fully recharged yet, leaving him to trek through the ancient city on foot. It didn't help that the only sources of light were the torch towers spaced across the city and the night sky itself.

'This place is like a maze. How the people who lived here navigated it, I'll never know. But…' He lifted his head to look up at the giant tower ahead. '... the main tower is just up ahead. Just hang in there a little longer, Natsu...'

"AAAAAHHHH…!" The sounds of faint screaming caught Ben's attention.

He looked up to see a terrified Happy falling in his general direction.

"HAPPY!" Ben immediately rushed forward as fast as he could. With the Omnitrix out of commission, he'd have to make this rescue on his own. Diving forward, Ben extended both arms and managed to catch the blue feline before he hit the ground. "OOF!"

He slid across the cobblestone a couple of meters, groaning painfully. "Geez… that hurt. Hey Happy… you alright?"

"...Aye…" Happy weakly replied, swirls spinning in his eyes.

Ben let out a relieved sigh.

Gently setting the humanoid cat down, Ben sat up to one knee. "What happened up there? Is Natsu alright?"

Happy shook his head, adopting an apprehensive look. "No. Natsu couldn't land a single blow on Brain. And now… Brain wants to use Nirvana to turn Natsu to their side!"

Ben couldn't suppress an audible gasp. "No…" He clenched his fists. "I won't let that happen again."

"Huh?" Happy tilted his head, confused. "Ben, what do you mean?"

Ben's eyes widened as he quickly looked away. He inwardly cursed himself for his verbal slip up. Happy easily noticed Ben's unease and couldn't help but wonder. Wait, he remembered Natsu looking away in shame earlier when bringing up the topic.

Coming to a startling conclusion, Happy's eyes widened in shock. "… Natsu was affected by Nirvana earlier today, wasn't he?" Happy questioned.

"Happy…" Ben wasn't sure how to respond. Happy had already figured out the truth, what could he possibly say to help him feel better? Nothing, at the moment. "I'm sorry. I guess there's no point in hiding it anymore."

A violent explosion immediately snapped the duo from their conversation. They turned to see the top of a torch spire blow up and collapse in on itself.

"Speak of the devil… C'MON!" Quickly scooping up Happy in his arms, Ben sprinted down the street.

"Hold on… if Brain really can turn Natsu to the dark side, we're in big trouble!" Happy exclaimed, sounding panicked.

"It'll be okay, Happy." Ben responded, running up a set of stairs.

"How can you know that?!" Happy was beginning to hyperventilate as he looked at him nervously. "Do you really think Natsu would hurt us?"

The ground shook violently as explosions rocked the city, forcing Ben to stumble before correcting his footing. He looked ahead to see smoke clouds rising upward. They couldn't be much farther now.

"To answer your question, Happy… no." the teen hero answered. "Brain will have hell ever getting him to cooperate."

"Natsu's already been turned once, hasn't he?" the feline pointed out. "What could stop him from being corrupted again?"

"He won't." Ben replied confidently. "Natsu's stronger than that."

Happy was silent as he processed the Omnitrix bearer's words.

Without warning, a sudden wave of heat washed down the street - forcing Ben to a halt.

'Where'd all this heat come from?' Ben thought in distress. 'Natsu?'

BEEP. BEEP. BEEP.

Ben glanced at his left wrist to see the Omnitrix faceplate flashing green.

"Warning! Radiation detected." the Omnitrix cautioned. "Caution is advised."

"Radiation…?" Ben was momentarily confused. He hadn't received a warning message like this since arriving in Earthland. What could be producing it?

The otherworldly hero was snapped out his musings by a brilliant fiery light shining in the distance. Lifting up his free arm to block the glare, Ben was shocked to see a crimson flaming dragon towering over the stone buildings. Bolts of orange-colored electricity sparked around the fire.

"W-what is that?" Happy stuttered while weakly lifting his head to look at the spectacle. "Is… is that Natsu? His fire has never looked like that."

Ben stared at the crimson draconic apparition as it disappeared below the buildings. He recognized that power; it was the irradiated fire he had given Natsu in the fight with Laxus.

'I don't get it… I thought that was just a one time thing…' Needless to say, Ben was concerned how or even if Natsu's body could adapt to this power.

"It's not fire. It's radiation… or a combination of the two, I think." Ben said, wondering what type of middle ground Natsu had between the two different powers. "Atomic fire…"

"Atomic fire?" Happy repeated, blinking twice.

"Remember how we told you Natsu beat Laxus?" Ben asked.

"Wait… that's the powerup you guys were talking about?!" Happy's eyes widened, believing he'd never see it.

"Trust me, it wasn't this intense the last time. It's gotten way stronger somehow." He responded, still trying to piece things together but he knew those questions would have to wait. "C'mon! Let's go help him."

"Aye, sir!"

Meanwhile, the battle between Fairy Tail's Fire Dragon Slayer and the leader of the Oracion Seis had been amped up. The Atomic-Fire powerup Natsu had received was certainly giving him the edge.

Brain swiftly summoned a magical barrier in front of him, intending to block a direct attack from the Dragon Slayer.

"Fire Dragon's… IRON FIST!" The barrier promptly shattered like glass the moment Natsu's flaming fist struck. Crimson fire and orange lightning erupted from the impact and forced Brain to jump back.

'Where did this strength come from?' Brain was dumbfounded. 'He's nowhere near the same level as before!'

Natsu blasted through the smoke cloud with an intense, determined expression.

Holding out his staff, he shouted, "Dark Rondo!" Dark green magical energy began to swirl and condense around the skull of Brain's staff. Purple streams of magical energy, with horror-stricken faces, shot forward to intercept the Dragon Slayer.

Natsu growled at the incoming attack. "Like that'll stop me!" Wreathing both arms in red flames, he extended them to the side. "Fire Dragon's Wing ATTACK!"

Brain's attack was instantly vaporized the moment it came in contact with the flames; the creepy faces wailed out shortly before disappearing.

"This… isn't possible…" Brain stammered.

What had happened? Dragon Slayer or not, this level of magical power was beyond what he had shown before. Wait… Natsu had mentioned that he was now facing Ben's power as well. Had that infuriating Take-Over wizard done something to help the Fire Dragon reach this new level of strength?

If so, how?!

Natsu took advantage of the darkness wizard's momentary distraction to spin his body and deliver a flaming kick into Brain's left side. "Fire Dragon's Talon!"

Brain cringed from the blow and went sliding back on his heels a few meters. He coughed up spit and glanced at his side, seeing that the skin was pink and marred from the blow. He shot the Dragon Slayer with a furious expression.

'This power… it burns!' Brain was unable to concentrate fully. From that one hit, the burn was more painful than any magical injury he had sustained before.

"Can't stop now…" Natsu muttered to himself. He knew that if he did, the kickback from using this powerup would soon set in. He couldn't afford to mess around with Brain. He needed to finish this fast.

"You foolish boy! Dark Delete!" Brain fired a barrage of green magical spheres at his foe.

Natsu rushed to the right to evade the salvo, his feet still somehow floating off the ground. He wasn't sure how, but didn't question it at the moment. Though he managed to avoid the majority of the spheres, a few caught up to him and ignited upon collision.

He grunted painfully from the blows, his clothing tearing in places. He didn't want to take too many more of those!

Natsu grimaced as he suddenly felt himself become mildly queasy. It wasn't motion-sickness since his feet weren't touching the ground; rather, the malady seemed to be the time limit for using this strange, unknown powerup. For some reason, it felt harder to control this power than against Laxus. He wasn't sure why, but with the power beginning to spiral out of control within him - he needed to hurry.

'I gotta finish this soon…' The pyro wizard launched himself forward once more, grabbing a stunned Brain by his chest. "Fire Dragon's… GRIP STRIKE!"

An explosion of crimson flames and electricity shook the street, causing several buildings nearby to collapse.

"AAAGGH!" Brain painfully shouted. The flames were searing into his nerves and making him feel sick to his stomach.

'I only have… one attack left…' Natsu felt his magical power draining fast, much like the last time.

"DAMN YOU!" Brain roared lividly. "Impressive power or not, I see you're not worth keeping around!" He held out his staff, green and pink energy swirling around the skull. "DIE!"

'I won't let my friends down again!' Natsu took in a deep breath, channeling every ounce of power he could into his lungs. Whatever energy was in that fire felt unpleasant inside of him, but he bore through it.

"Dark Capriccio!" The skull fired a powerful beam of green magical energy with fire swirling around it.

'No more doubting myself…' Reaching the peak of his lung capacity, he unleashed the signature move of all Dragons. "Fire Dragon's… ROOOOOOOOAAAARRRRR!"

A massive torrent of crimson flames and bright electricity was unleashed from Natsu's mouth. The intense heat wave instantly melted the cobblestone street and buildings within a close proximity. The fiery torrent and Brain's drill-like attack collided midway, struggling in a stalemate before the irradiated flames overpowered and consumed the darkness spell.

Brain could only look on in shocked horror as the powerful blaze fully enveloped him, baptizing his body in searing, fiery agony.

The blazing light illuminated the night sky like the sun and could be seen for miles. As the crimson torrent plowed across Nirvana's structure, Natsu's mighty roar echoed throughout the city and the landscape below.

A/N: Hello, fine readers! Let me just say I'm happy pyrohelixdrago and I were able to release this update in a timely manner. There was a lot of ground to cover in this chapter, as you could tell. We're on the seventh part of the Oracion Seis arc and we're only just now getting to the point of Nirvana's activation. Hopefully, the original content in-between has made up for the delay.

I'd like to address a couple of things from this chapter.

In case you didn't notice, Ultimate Wildmutt's design is a bit different from Ultimate Alien. We opted for a design a deviantart user called "Insane-Mane" rendered a few years ago. It's close yet different enough. Also, we gave him the ability to inject prey with a paralyzing venom since… why not? Feel free to check him out as he has plenty of Ben 10 material. Here's a link: w art insane-mane/art/OV-Ultimate-Wildmutt-816732294

I understand some might feel Ultimate Wildmutt's debut was wasted here since he didn't defeat Cobra, but you have to look at it from Ben's perspective. Ben knows Wildmutt is immune to poison, so to him it's a matter of overpowering Cobra. He believed going Ultimate would give him the edge he needed, but didn't know Cobra would be able to read his thoughts as a result. Hence why he had to change up his plan and finally opted for Echo Echo. Note, I was originally going to use Ultimate Echo Echo a while back but decided it'd be overkill. I don't think many of you will care though as I don't see Ultimate Wildmutt being anyone's favorite Ultimate transformation. If one's debut had to be "wasted", I believe we'd all pick him.

Second, I think all of you have already figured it out by now, Natsu has achieved a fusion mode. So, why isn't Natsu shouting the fusion spell names as he did when he gained Lightning-Flame Dragon Mode from Laxus in canon? Well, it's because he doesn't know what it is. He knows the power is different from his usual magic, but doesn't quite understand how to treat it yet. I don't want to delve too far into that though, but just know Natsu and Ben haven't had a serious conversation about it yet. This won't be the last time we see it.

Hope you all have been enjoying the arc so far and the changes made!

Thank you for all the support. Please leave any comments and critique in the review box below!