Ultimate Fairy

Chapter 50: Oracion Seis

Part IX

Last time on Ultimate Fairy…

Zero stood by with his arms behind his back in a nonchalant manner. His red eyes focused on the scene in front of him as the dust cloud began to settle. Through the gaping holes in the wall, he saw large piles of debris. The explosion had caused several upper levels to collapse, filling the main ground floor with crumbled building material.

A malicious smile graced his face at the destructive sight.

"W-well done, Master Zero!" Klodoa floated back into view. "You took out all of those pesky wizards without breaking a sweat!"

Zero lifted his right hand and clenched it into a fist, pink energy shining off it. "One Magic truly is a destructive force. Brain was a fool not to devote more time to its practice."

"Y-yes! Yes! Very well said indeed, Master!" Klodoa quickly agreed. "At the end of the day you're just a far superior wizard to him."

"Spare me your flattery, Klodoa." Zero ordered, with an annoyed expression.

"Y-yes, Master…" The staff lowered his head, trying to avoid eye contact.

"Now…" Zero turned his hungry gaze to the top of the royal throne, "it is time to take my place on Nirvana's highest seat of power!"

A greenish-pink light illuminated off his body as he levitated off the ground and flew toward the top.

"W-wait for me, Master!" Klodoa trailed after him.

Meanwhile, within the building, Gray and Lucy's unconscious forms were splayed out across the rubble. Their bodies were beaten, battered, and bloodied while their clothing was in tatters.

Across the room, an emerald light flashed through the cracks and openings in a heap of rubble. As the flash subsided, a scrapped and bloodied hand was limply hung out of the bottom of the debris pile.


Happy flew through the brisk night sky; the moon provided just enough light for him to see. Passing by some hills, he smiled when he saw a few buildings across a small river. One of the buildings was shaped like a cat's head. That was it! It had to be the Cait Shelter guild hall.

Suddenly, Happy felt his cargo stir from unconsciousness. Natsu weakly opened his eyes and let out a painful groan. As his vision focused, he was initially confused to see he was flying in the air. Glancing up, he was happy to see his best buddy carrying him.

"Hey bud," Natsu said tiredly. "What happened? What's going on?"

Happy teared up seeing his best friend awake. After all, he nearly died earlier had it not been for Wendy. "Natsu… I'm so relieved to see you're okay!" He sniffled. "It's okay. I'm taking us to the Cait Shelter guild. It's just over there!"

"Wendy's guild, huh?" Natsu looked forward and spotted the lights of the Cait Shelter guild hall in the distance.

"Why are we heading there?" he blinked. "Did…did I beat Brain?"

Happy teared up and smiled. "Yeah, you won. Brain's down for the count!"

Natsu smiled in relief. He felt at peace knowing his efforts weren't in vain and he had won the battle.

"As for Nirvana… well… it's still active for some reason. So, we're heading to Wendy's guild to warn them." Happy said determinedly. "Ben told me to take you with me since you were so injured."

Natsu lowered his head, not liking the thought of being taken out of the battle. It was against his nature to not fight. Being a spectator on the sidelines didn't sit well with him.

"Do you want me to take you back?" Happy believed in Natsu with every fiber of his being, but it sometimes scared him when it came to certain enemies and when Natsu was on the verge of death or badly wounded. He'd followed him no matter what though as Natsu was always by his side and treated him as an equal despite his non-combative status.

Natsu was quiet for a moment as he mulled things over. It was a battle between his heart and his head that the former would typically win, but right now he was starting to lean the other way.

"Honestly… I want to, but… as weak as I am right now, I'd just get in the way." He admitted. He then looked back with a small smile. "Besides, I trust our friends to stop that thing."

Happy was surprised by Natsu's response. He expected him to shout and demand to take him back. Either Natsu was really exhausted, or maybe he was actually thinking things through. Either way, Happy couldn't help but feel proud.

They soon landed at the front door of the guild hall. Happy gently lowered Natsu to his feet and still clutched his vest. "You okay to stand on your own?"

Natsu nodded. "Yeah… I should be fine."

Letting go of his shirt, Natsu's legs wobbled before he corrected himself.

Natsu and Happy then entered the guild seeing all the members.

'This seems strange.' Natsu thought, seeing the fear plastered on all the guild members' expressions except the master's. It was a little odd that people would join a guild and not be a combatant. 'They all seem…' He was unable to find the right words as something just seemed off about them.

"Excuse me!" He exclaimed, gaining their attention. "We're part of the group that your member Wendy Marvel was a part of." Salamander hoped that would help his situation "Nirvana is coming."

"WHAT?!" The group shouted.

"How could they fail with Erza and Jura on their side?" A member voiced the question on everyone's mind.

Natsu watched as the master remained nonchalant as he poured himself a drink into a small cup. When the old man proceeded to chug from the bottle itself, he sweatdropped. It reminded Natsu of how Makarov acted during Phantom Lord's first attack.

"Please sir! Nirvana will be here any minute!" A member exclaimed in fear.

"Don't tell me that infernal thing is heading our way?!" Roubaul cried, coughing up the booze he had just drunk.

'Okay, he's drunk.' Natsu and Happy simultaneously thought, getting Master Makarov vibes; especially when he was hammered.

Everyone was snapped out of their thoughts as they felt a rumble in the ground. They quieted down and could hear the sounds of the earth quaking. A few members close to the door opened and looked outside to find the disturbance.

Much to their horror, they could see Nirvana approaching from a distance. It looked like it was now within two miles.

"It's Nirvana! It's here!"

'No! I gotta get these people away!' Natsu immediately wanted to act, but felt his body convulse harshly. He felt his vision darken as consciousness left him once more.

Collapsing to the floor passed out, Happy rushed to his side. "NATSU!"

He checked him and was relieved to see he was still alive. It seemed he had just pushed himself too much.

"C'mon guys… you have to stop that thing." Happy said worriedly.

Zero stood at the top of the royal throne with his arms behind his back, a maniacal grin on his face. He was eagerly awaiting the destruction that would soon unfold, but he was brought out of his thoughts by Kloda's rambling.

"There it is! Our target! They don't even know what's in store for them!" Kloda said excitedly. "They are the ones who first discovered Nirvana. Now we will show them the consequences for their mistake. This will be amazing!"

Kloda was then suddenly consumed in pink flames, his staff being completely incinerated as his skull fell to the floor.

"M-master Zero… why?"

"Silence you insolent wretch ! This is about one thing and one thing only: destruction!" Zero screamed from the top of his lungs. "Pure annihilation is what will unfold. First, my enemies, then the land which Nirvana walks upon. Everything will be turned to ashes!"

He laughed like a mad man before finally stepping on Kloda, shattering him into tiny pieces.

Wendy froze upon seeing Jellal standing alongside Erza. She still felt everything come crashing down on her from their shared time together to what he had done now.

Carla didn't need magic to know Wendy was having some inner turmoil seeing Jellal in a more calmer state than the hostage situation she was in earlier

"Do you-" Wendy was trying to sound calmer than she really was, "do you remember me?" Her heart was beating fast and clenching tightly.

Jellal looked like he tried to honestly place her face, but failed as her face didn't seem to trigger anything for him in his mind.

"Wendy, I'm afraid that Jellal has lost his memory." Erza didn't need eyes to notice that Wendy seemed to have a history with Jellal, which was surprising.

"Is there any way to stop Nirvana?" Carla frantically asked the blue-haired wizard.

Jellal hung his head in shame. "No. I already tried, but I was unsuccessful."

"That's okay. Ben has a plan, but we need to meet back at the giant tower." Wendy said her spirit rose slightly with the desire to save her guild.

Jellal froze at the mention of 'Ben' feeling a myriad of emotions mostly those of pain and regret.

"Are Ben and the others alright?" Erza asked, wondering what the team's condition was. "We heard an explosion earlier coming from the tower."

"I healed Natsu before I left, but I don't know if the others were harmed or not." Wendy hoped Natsu was alright as he should've arrived at her guild hall by now.

Everyone at the Cait Shelter guild was terrified as they saw the front canon charge with blackish-purple and white light. They all froze when the beam fired, but a miracle occurred as one of the legs was blasted, making the walking fortress lose its balance and tilt to the side. The beam struck the cat icon on the guild hall building, but flew over and missed.

Everyone looked in the distance to see the Blue Pegasus bomber, Christina, had been the one to fire upon Nirvana's leg.

Erza and Wendy smiled at the sight of the damaged Christina flying in the sky, grateful they had saved Cait Shelter at the last moment

'Do you read me? Anyone respond!' Hibiki's voice rang in the group on Nirvana's heads. 'Please tell me you're ok.' He asked from Christina's control panel.

"It's Hibiki." Erza realized, glad to hear his voice in her mind.

Wendy listened to Hibiki explain how everyone was able to keep Christina up and was unbelievably touched that they were doing this for her guild, she shed some tears showing her happiness.

Hibiki soon used his Archive Magic and sent mental maps along with timers 'listen there are six lacrima so they all need to be taken down simultaneously in order to prevent them from repairing themselves we all need to split up to accomplish this.' he thought to them as he knew this would be a challenge and hoped that the others would be able to help with this as everyone was low and weak on magic 'I have faith in you' he thought to them.

'Care to wager a bet!' Zero said in amusement through the telepathic link, making everyone freeze 'it will be impossible for you lot to stop Nirvana. I have taken down a Wizard Saint, a smelly troll, an ice wizard, a Celestial wizard, and a Take-Over wizard'

Zero sneered in satisfaction, practically feeling his opponents tense up.

'He defeated Ben.' Erza felt many negative emotions, and tried to calm herself down.

Even in his unconscious state Natsu felt unease, but after a moment the Dragon Slayer found some semblance of peace as if he knew things would be alright.

"We need to head to the lacrima." Jellal spoke up. "As it is now, Erza is the only one among us who can take down Zero."

"Be that as it may we don't know which lacrima he is at and to make matters worse we're two wizards short of destroying the lacrima." Carla frantically pointed out.

'And Natsu is still down for the count.' Happy informed, overhearing Carla's statement.

'Anyone, please if you can hear me, we need your help to stop Nirvana. Please.' Erza inwardly pleaded, letting her voice be firm. Everyone knew that the message was meant for one person in particular; however, another individual seemed to think otherwise.

Near the royal throne, rubble shifted as Ichiya weakly pulled himself out. He took a whiff of Pain-Killer Parfum to numb his aching body. "Don't worry, my sweet honey… your man is here to save the day." He proclaimed, unknowingly making Erza shiver.

Everyone sweatdropped, wondering how dense the man could be.

Erza was manying things, but asking for someone to save her was rare, but right now she was wishing Ben would save her from the annoying troll that wouldn't stop pestering her and haunting her nightmares.

Lyon saw the first crack appear in his Ice Magic's construct of Christina's missing wing. 'Damn it all!' He thought in frustration.

They were onboard an already broken ship and were aware it would start to sink back to the ground very soon. 'Gray I need you to hear me!' He directed his thoughts to his sibling student. 'We are students of Ur, one of the greatest wizards of her time. A wizard comparable to a Wizard Saint, our actions, our triumphs reflect on her. Do not stain her memory by not getting up. Get up, if not for me or yourself… than for her!' Lyon finally hit his limit and the ice cracked 'Ben… we need you… please help.' His vision then faded to black.

'Lucy.' Sherry directed her thoughts to the blonde Celestial wizard, 'Please, I know you're stronger than this, stronger than me!' She put her pride aside and admitted the truth. 'You are an amazing wizard and even more so a person. I know you can do this.' She remembered what Ben had said to her and Lyon, and couldn't stop thinking about how vile and hypocritical she sounded when she preached about love. Now, however, was the time when her change truly took effect.

'Ben.' Wendy and Erza inwardly called out, hoping that the Omnitrix bearer could hear them.

'Ben, you inspired me to be a better wizard. You've helped me and so many other people. I know you can do this, please Ben get up. I believe in you and I know you'll save the day.' Wendy thought, her words having power to them.

'Ben, please hear my voice.' Erza prayed that Ben could somehow hear her words. 'I know you. I've fought alongside you. This can't and won't be the end for you.' She took a moment to collect herself. 'You are a hero, you inspire others, including me, to never give up! You don't quit, you have never once been broken not by an enemy. Not by the pain, and not even by the Entrapment Spell that had claimed so many before. PLEASE!'

'Get up, Ben! Answer me, please, I can't lose you, I love you.' She quietly said, and then steeled her nerves. 'I love you, Ben Tennyson, do you hear me!?'

Ben suddenly took a big gasp of air, waking up to darkness.

"Erza." He could've sworn he heard her voice ring in his mind. "Ow…."

His whole body felt numb pain and was hardly able to move his limbs. He also felt a great pressure bearing down on top of him. It took him a moment to realize he was buried underneath debris. He was momentarily confused of how he was put in this predicament before remembering the previous battle with Zero.

'That's right… Zero overwhelmed us. He… he used Mana to amplify his own magic… Gotta see how the others are.' Ben tried to move his arms again, but had no success. Maybe he could call out the others?

"Hello? Hey, anyone, I need help!" He called out as loud as he could, which to him still sounded weak. He had certainly taken a beating.

With no response (at least from what he could hear), he let out a deep exhale. 'Looks like you're on your own, Ben'

Ben tried once more to move his body, but the pain was too much for him to bear. He needed to think his way out of his situation.

'Can't reach the Omnitrix… what can I do?' Ben tried to think up a solution but came up empty. 'Guess I really am nothing without the watch…'

His thoughts then drifted back to a key moment in his life.

"He may know how all your aliens fight, but does he know what Ben Tennyson can do? I just hope after all this time you haven't forgotten too." He recalled his ten-year-old self saying to an alternate adult version of himself.

'Guess I forgot to remind myself.' Ben reminded himself that he was what made his transformations special.

"They're real to me!" Ben shouted back to Azmuth.

'That's right.' Even before the incident with Ghostfreak, he felt all his transformations were a part of him and vice versa. He knew his aliens as best as he could no matter what Azmuth said; that would be something he'd believe till he died. He was who he was at his core.

"What about all the times when you saved grandpa or me or lots of other people when you weren't an alien." a younger Gwen pointed out. "You are a hero, Ben! Even if you can't go hero." Her voice was full of conviction.

"It wasn't the watch that was special, it was you." Gwen said in a comforting tone. "It's not the tool, it's the man."

"Thanks, cuz." Ben felt his self doubt begin to fade away.

His mind soon wandered to all his various adventures before remembering something crucial.

'My future self could use Mana!' He recalled Ben 10,000 had once demonstrated the ability to use one of Gwen's basic spells; essentially stating that hanging out with Gwen for so long helped him learn a thing or two from her.

'C'mon, Ben… you've picked up a book. You actually paid attention to this!' Ben always gave people the false impression he wasn't paying attention, but he was in fact listening to every detail. He had seen Gwen study runes and archaic symbols countless amounts of times and had tried to read it himself, picking up things here and there.

'Maybe I'm thinking too much like a human and not enough like an alien?' He wondered. He then tried to approach the situation using the same train of thought as some of his aliens.

'Mana…Chromastone!' He recalled that Chromastone could absorb all manners of energy and had absorbed Mana from past fights and sparring sessions with Gwen. 'Remember the feeling...' He recounted how Gwen's Mana felt upon absorbing it as Chromastone.

'Hmm… Beelzebash can use magic. Recall what it feels like using Demon Fire as well.'

Ben focused hard on how he'd use Chromastone and Beelzebash abilities since the former had absorbed Mana and understood how it felt, and the other could naturally use Earthland's magical energy.

Initially, nothing happened. The Omnitrix wielder was determined, however, and kept meditating. It seemed like nothing was going to happen.

Then, something unexpected began to transpire.

"What in the world?" Hibiki couldn't believe what his Archive Magic was picking up. It couldn't really be identified as anything but pure, raw magical power. Soon, an icon appeared on the screen and he was astonished to see it was Ben.

'Everyone, listen up! Ben is alive!' Hibiki tried to establish a telepathic link with the brunet as Christina's rate of descent was increasing.

Erza felt an unbelievable weight leave her chest when Hibiki told them Ben was alive and knew that their chances of victory were much improved. Tears of relieved joy streamed down her face.

Wendy herself let out a few tears upon hearing that Ben was alive.

Deep within Ben's very being something he was searching for ignited. It was something powerful, which reflected not only his will to live but also his spirit. It was a spark no one would have guessed would awaken inside Ben, and with that spark came power… and that power acted on its master's will.

"Contego." Ben weakly said, remembering the spell his future self and Gwen had used in the past. He then summoned forth all the strength he had, yelling, "Contego!"

Mana engulfed his body and power burst outwards from his body, sending all the rubble off of him.

"Well, that hurts less." He commented while sitting up. He then felt the numbness he had previously felt fade away, wondering if unleashing his Mana slightly healed him. "Can't wait to show Gwen one day. She's gonna freak." He chuckled, silently thanking his cousin.

'Ben, can you hear me.' Hibiki's voice suddenly rang in his mind. 'My connection is a bit weak, your magic levels seem a bit low. I'm sending you what I can, we're in a bit of a time crunch.'

Ben frowned, wondering if his mana reserve was weak or if he had simply used up most of it in the blast to free himself. He then remembered Gwen mentioning that using Mana was like a muscle that needed to be trained and utilized properly. After all, it took Gwen years to become as powerful as she was and she still had plenty of room to grow stronger.

He was snapped out of his musings when a 20-minute timer and a map of Nirvana appeared in his mind.

'Need to destroy… all the lacrima at once…' Hibiki weakly said before his voice cut out.

"Hey, Hibiki! You there?" Ben called out.

No response.

"Guess his magic ran out, or my own is just too weak for him to maintain a connection." Ben summarized.


Ben turned to the sounds of pained groaning. Gray and Lucy were laying across the debris field and, much to his relieved surprise, were beginning to slowly move.

The Celestial Spirit and Ice-Make wizard had also heard the call of their comrades.

'Can't believe I am saying this, but Lyon is right.' Gray thought, panting as he pushed himself up. 'My actions reflect on Ur good or bad. I refuse to just stay down.' Resolving himself, he willed himself to stand despite the pain flooding his body.

'Natsu isn't here to save me this time.' Lucy was not blind to see that in most of her battles she had to rely on others for assistance or others to save her. She took out Angel with the aid of Hibiki, Gray, and Sherry. She needed to be capable of fighting on her own, if need be. To do that, she needed to start by getting up!

"Lucy! Gray!" Ben shouted in relief. "You guys okay?"

He began trekking toward their location, grimacing from the pain in his legs. His body was not completely healed from being buried under rubble. Much like his friends, his clothing was in tatters revealing various scrapes, gashes, and bruises.

"I've been better…" Gray managed to smirk.

"I'll live… are you okay, guys?" Lucy asked in concern. "You both took some bad hits."

Ben winced at the memory of Diamondhead's body cracking and nearly shattering from Zero's sonic attack. He couldn't remember ever feeling that much pain as Diamondhead before. With the ability to use Mana in addition to his own magical power, Zero was a dangerous opponent. Ben couldn't afford to take him lightly.

"I'll be fine. Just… taken off guard is all."

Before anyone could comment, a strong scent suddenly hit their nostrils.

"Pain-Killer Parfum!" Ichiya chanted, walking into the demolished room with a confident grin. "Hello, my comrades! How are you feeling now?" He started approaching them.

Ben, Lucy, and Gray felt their great pain alleviated, allowing them to stand normally.

"I feel a hell of lot better now. Thanks." Gray replied, sounding grateful.

"Yeah… thanks, Ichiya!" Lucy added.

"You're welcome, comrades! ~Maaan!~" Ichiya tried to pose, only to grimace in pain.

"Ichiya, did you see Jura anywhere?" Ben asked.

Ichiya lowered his head and frowned. "Sadly not. I came straight here to aid you. Maaan…."

Ben nodded in understanding. He suspected Jura was still unconscious under rubble now. At least, he hoped he was only unconscious. He shook his head, trying to expel that thought from his mind. He had to hold out hope that the Wizard Saint survived. Ben would've normally gone to rescue him, but time was running out.

"I dunno if you guys overheard Hibiki before he blacked out, but we need to pick our targets." Ben mentioned.

"Six lacrimas. Destroy all of them at once." Gray stated.

"So, who's fighting Zero?" Lucy asked bluntly. "I seriously doubt he's gonna just let us destroy the lacrima without a fight."

Lucy was right. It was obvious Zero would be guarding one of the lacrima. As for which one that was unknown. How could they know which one?

Ben then got an idea and activated the Omnitrix. Upon finding the transformation he wanted, he selected the icon and slapped down the dial. In a green flash, he was replaced with…

"Beelzebash!" He then sniffed the air and, using his enhanced senses and the mental map of Nirvana, he closely approximated Zero's position. With that, he was able to determine his target. "I've got Lacrima One."

"Then I'll take Lacrima Two." the ice wizard replied.

"I'll take Lacrima Three." Lucy then turned slightly pale, quietly murmuring, "Please don't let Zero be there…"

Beelzebash then looked at the small perfume wizard in concern. He was even more beat up than they were, which was saying something since they all looked like hell. "What about you? Will you be able to get there on your own?"

"I'll call for assistance. Besides, there's an intersection point on the map that we all must cross to get to the lacrima. I shall wait there for the others and let them know our targets." Ichiya answered.

The trio nodded in understanding. Beelzebash inwardly commended the Blue Pegasus wizard for thinking things through. In order for the plan to be successful, everyone needed to know their assigned targets from the start. With Hibiki out of commission, one would need to stay back and relay the info to the others.

"Good thinking," he commended. "Well, time is running out. Let's get going!"

Beelzebash, Lucy, Gray, and Ichiya trekked together toward their assigned lacrimas (with Beelzebash carrying Ichiya) until they arrived at the aforementioned intersection. Wishing each other luck, they parted ways with Ichiya waiting for the others to arrive - hoping they hadn't already passed.

Ichiya waited a few moments and soon spotted Erza, Jellal, Wendy and Carla rushing down the corridor.

"Ichiya?" Erza said in confusion.

"My sweet honey," Ichiya replied, earning a groan from the scarlet knight, "Ben, Gray, and Lady Lucy have taken lacrimas one through three respectively. That leaves four through six unmarked."

"I'll take Lacrima Four!" Wendy said determinedly and dashed down an adjacent corridor, Carla rushing behind her.

The group was mildly surprised at how Wendy jumped into action without hesitation. Considering that Nirvana was outside her guild hall and aiming to destroy it, they could understand the urgency.

"I'll take Lacrima Five then." Erza walked past Ichiya to rush down another corridor.

"Are you alright?" Jellal asked Ichiya curiously.

Ichiya was slightly taken aback. From what little he had heard about Jellal, he was a cold and callous individual. However, what he saw now was a man who seemed to be haunted by demons.

"I'll be fine… maaaan… please, if you could assist me to Lacrima Six's location." the orange-haired man requested.

Jellal nodded and helped Ichiya down a separate hallway to the sixth and final lacrima.

Both men walked toward the lacrima the silence very awkward between both men.

Ichiya decided to make the first attempt at conversation "so i heard you had the hots for my honey dear sir!" he said somehow not breaking the tension and somehow made it even more awkward than how he normally did.

Jellal felt a sweatdrop coming down his head wondering if this man was any way serious as he acted way to dumb in his opinion "can I ask…who or what the hell you mean?" he asked not understanding

"My dear Erza, you fool, my sweet honey has fallen for the charms of Ben Tennyson!" Ichiya said as he cried.

Jellal felt like he was now even more confused and understood a little better.

"If you have lost your memories Jellal, I don't want you to pursue Erza." Ichiya said with a rather serious tone, "as much as it pains me to admit the air of their incredible perfume is obvious: Ben and Erza truly love one another, so I am doing this as a favor to her and a courtesy to you…move on because if you truly love Erza, you'll let her be happy with Ben." He stated in a rather mature and professional manner.

However, he wasn't aware of his surroundings when Jellal stopped behind him and silently walked away.

"You're gonna be ok Lucy, we got you" Gemini-Lucy said, helping her walk to the chamber.

"Thanks Gemini I'm really glad we became friends." While their meeting was far from conventional, Lucy admired the twins as much as she did her other spirits and was glad they let her wield them.

The two spirits making up the copy of Lucy smiled at her as it was nice to have such an incredible wielder with so much spirit and compassion.

"Man, that lacrima's bigger than I thought." Gray said to himself seeing the giant gray sphere sitting on the column pedestal.

'It's gonna take everything I have to shatter that thing to pieces.' He focused on the spell his master had taught him that would be perfect for breaking the lacrima in one-shot.

Wendy finally arrived at her designated lacrima chamber with Carla flying in behind her, taking a moment to catch her breath. She stopped to look at the giant sphere in fear, her thoughts of doubt and the fear of failing returning to her. But, she pushed those feelings aside and inwardly pleaded for strength from her Dragon mother, her guild, and her new friends. The last person she thought of was Ben.

While their meetings were brief, she harbored great respect and admiration for him - wanting to become a strong heroic person like him.

Upon arriving at the fifth lacrima chamber, Erza took a deep breath. She concentrated hard, trying to gather as much magic as she currently could to re-quip into anything that could help her destroy the lacrima.

Meanwhile, her thoughts shifted to Ben. She suspected Ben chose lacrime 1 knowing that Zero would be there. She had faith that he would overcome the maniacal wizard. However, she was concerned what his reaction would be if/when he saw Jellal. Worrying that he may cross a line, knowing what he suffered through was not something someone would or even could forgive.

She could only have faith in Ben's character to win out over his emotions.

Wendy, meanwhile, was rushing down the hallway with Carla trailing behind her. Many thoughts were flooding her mind, mainly worry and concern for her guild. She was determined to protect them and serve her part in the Alliance. She was more than a healer!

Her thoughts briefly shifted to Ben, someone who had helped her gain a boost in confidence. Using her enhanced smell, Wendy understood why Ben was heading to Lacrima One - it was where Zero was.

'He'll win. I believe in him!' She pushed her musings aside and continued rushing to the lacrima, seeing the chamber it was stored in within sight.

Beelzebash sprinted through the corridor to the Lacrima One, his flaming right hand acting as a torch to illuminate the way. Something on the walls then caught his attention, prompting him to slow down.

Engraved on the walls were various ruins and symbols. Strangely enough, some of them looked familiar. They were the same kind he had seen from Gwen's spellbook. But that shouldn't be possible, right?

'I mean… if Mana exists here then maybe the spells like what Gwen uses have existed here too?' Ben pondered to himself.

The other ruins he was unable to decipher, but he then stopped in his tracks upon spotting an image on the wall.

"No way…"

Through the green-tint light his fire produced, Beelzebash made out a giant humanoid tortoise image. It had a flaming pink head with razor-like claws. The Omnitrix wielder instantly recognized the inscribed figure and couldn't believe his eyes.

"How? How was Addwaitya here?" He murmured in disbelief. 'Does time move faster in Ledgerdomain? This place is like 400-hundred years old… he'd have to be ancient.'

Ben was mildly stunned that the magical Geochelone Aerio had been capable of living so long. He directed his attention back to the engraved writings.

'Let's see… I know this isn't my area of expertise, but let's see if I picked up enough from Gwen…' Ben carefully looked over the ruins around Addwaitya's engraving.

Back at the Cait Shelter guild hall, the guild members huddled together and silently hoped and prayed the Allied Forces would be successful in destroying Nirvana. Meanwhile, the guild master, Roubaul, had closed his eyes and lowered his head in reminiscence.

To a time long ago…

Flashback… Over 400 years ago…

In the lands known as Nirvana was the village of the Nirvit people. Sadly, the tribe were suffering through trying times. The land was not as plentiful as in days past and, to make matters worse, a wave of diseases had struck the villagers; many had already died.

The village chief was currently kneeling by a river, weeping in dismay. Believing he had failed his people and now they were doomed to die of sickness. He prayed to whatever higher force was listening for help.

"Please… I don't know what to do. Everything I have tried has failed. Please, help me…" He sobbed.

Without warning, lightning cackled in the air off to this side as a pink-colored portal suddenly appeared. He jumped and fearfully crawled back, unsure of how to handle the situation.

Much to the chief's shock, stepping out of the portal was a large, green-skinned tortoise-man with a large shell on his back, visible holes on his chest and torso, and long flipper-like arms.

"Hello," The tortoise politely greeted upon seeing the chief. "Are you well? You seem to be in distress?" He had noticed the man's tears and pink eyes. "I heard your cries through the Mana Stream and came as quickly as I could."

'Mana stream…?' The chief blinked in confusion.

"I…" the Nirvit chief was speechless. Could his prayers have been answered? "No, I'm afraid. My village is…unwell, and many have died due to sickness. We've been unable to find a cure. If this continues, I fear we may all perish."

"You have my sympathies, friend, would you like some assistance? I am rather gifted in magic; perhaps I may be able to help heal your people." the tortoise kindly offered.

"Yes!" The man immediately jumped up, hopeful that his people would be saved. "Please, stranger, may I know your name?"

"My name is Addwaitya. A pleasure to meet you. May I have your name?" Addwaitya asked politely.

"Roubaul." The chief, revealed to be Roubaul, replied.

They shook hands and a strong friendship was forged that day.

Many weeks have passed since Addwaitya had healed Roubaul's village. Both the Nirvits people and Addwaitya learned from each other in many ways. Roubaul had begun learning magic with Addwaitya's teaching. Earthland was full of various kinds of magic that never ceased to impress and catch the tortoise's interests. Both Roubaul and Addwaitya forged a strong bond with each other as both of their cultures believed in nonviolence and had a strong love of peace.

Then, the fateful day came when the tribe was suddenly attacked by a foreign tribe.

Addwaitya and Roubaul were away from the village at the time as many members were either harmed or killed.

"Why do this?" Addwaitya asked, healing as many villagers as he could. "We have not engaged in any aggressive manner, yet they attack us?"

Roubaul closed his eyes while lowering his head in disappointment. "Many out there are not as kind as we are, my friend. Many see violence as the answer to any problem - never considering peace; only thinking of themselves. There are those who wish to harm us simply because we follow after peace unlike them. This world is a bloody one indeed."

Addwaitya did not like that response. Even as he continued to heal the Nirvits, a seed of anger had been planted in the alien's mind.

The village had recovered from the attack, but their sense of ease hadn't; especially Addwaitya's as he committed himself into his magical studies more so than before. The sole focus of his research being something many would come to fear and desire.

As Roubaul was patrolling the village, he spotted a brilliant pink glow from Addwaitya's hut. Curious to what the source was, Roubaul entered the hut and spotted a hexagon-shaped stone with a glowing purple rune (resembling a trident coming out of a circle) that was from the magical language Addwaitya had been teaching him. It was levitating in the air between Addwaitya's hands, who was meditating.

Sensing his friend's presence, Addwaitya opened his eyes. "Roubaul?"

"Addwaitya, what is this magic?" The chief asked in awed wonder from the pure, raw magical energy the stone was emitting.

"Ah, this is the Alpha Rune. An ancient object through which all magic flows." Addwaitya explained, sounding excited. Roubaul's mouth dropped in awed disbelief. If that were true, that meant whoever wields this object could theoretically wield ALL forms of magic!

"I have been trying to unlock its power for many years; however, my condition makes this difficult." The tortoise-man sighed in disappointment.

Roubaul nodded in understanding, remembering that Addwaitya's kind were immune to magic. A gift on its own but a hindrance for a seeker of magic.

Over the following months, the Alpha Rune had become the sole focus of both Addwaitya and Roubaul. Neither able to tap into the object's full power, and both were wondering what was needed.

One day, they had found the answer.

"A Binding Spell?" Roubaul repeated in surprise. Binding Spells varied from those that were rather simple and harmless to the extreme cases that were dangerous and sacrificial. "How does a Binding Spell help us wield the Alpha Rune?" He asked curiously.

"I believe the Alpha Rune can be unlocked if we combine our strength, fully awakening it. The Binding Spell will be for me as I wish to make myself similar to your kind." Addwaitya stated. "My race has often held me back when it comes to seeking magic."

Roubaul understood Addwaitya's response and agreed to go through with the plan. Despite some mild pain, the ritual had been successful and the Alpha Rune was finally unlocked.

Weeks later, Roubaul became slightly worried. He had noticed some physical changes in Addwaitya which included the holes on his front shell disappearing, his flipper-like arms converting into muscled appendages with his finger-like claws growing longer, and his skin turning to a duller green.

His personality had subtlety begun to shift as well. He seemed quite impatient and, after several more attacks on the Nirvits village, became more enraged. Despite their best efforts, many Nirvits had been killed. As their fallen comrades were buried, Addwaitya had cried out - stating that the Nirvits would have vengeance for this atrocity.

At the time, Roubaul had given Addwaitya his space to lament as he himself grieved at the tragic loss of life. In hindsight, he realized he should have gone to support Addwaitya. Maybe then he could've avoided what would be the biggest mistake of his life.

Days laters, inside Addwaitya's hut, the tortoise-like alien proceeded to explain to Roubaul the specifics of a new type of magic he had created.

"Reversal Magic?" Roubaul repeated, stroking his beard in curiosity.

"Yes. If used properly, it will convert a person's evil nature to good. Permanently." Addwaitya clarified.

"Incredible…" Roubaul gasped. "This magic could end all the wars ravaging our lands!" Needless to say, the Nirvit chief was excited. This sounded like the perfect solution to a world ravaged by war and bloodshed. "How can it be used?"

Addwaitya reached behind him to pull out a rolled up scroll, unrolling on the floor between him and Roubaul.

Roubual's eyes widened at the design Addwaitya had drawn up. "What is it?"

"This is how we will bring peace to this world, my friend." On the scroll was a detailed design for a large city standing on eight giant, tube-like legs.

"It's so massive… how will we construct it?" Roubaul pondered aloud.

Addwaitya smiled, holding up the Alpha Rune hanging around his neck. "I believe this should make the work easier, but I can't do it alone. Will you and your people assist me?"

Roubaul, full of conviction, nodded. "Yes! No longer can our people remain neutral. It's time to take action!"

Addwaitya smiled. "Then let us put an end to the bloodshed together."

A decade had passed since construction of the super-city had begun.

Addwaitya and the Nirvits worked diligently to convert their former land into the foundation of their new city. Thanks to the Addwaitya's growing control with the Alpha Rune, he was able to summon all the raw materials needed to construct the superstructure.

Addwaitya had insisted their new home be mobile so as to spread peace throughout the world, to which Roubaul had agreed. Blood and sweat had been spilled but the superstructure had finally been completed.

The mobile city stood tall over the earth as the sun set over the mountains in the horizon. The Nirvits were currently celebrating in the new cobblestone streets as colorful tribal decorations were hung across the earthen buildings.

A festival was put on to commemorate the city's completion and the dawn of a new peaceful era.

Meanwhile, in the city's center at the top of a giant intricate tower, Addwaitya and Roubaul stood under a pavilion held up by six stone pillars forming a hexagon shape. At the top of the structure (which was also the highest point of the tower) was a stone sculpture of the Alpha Rune's magical rune.

Roubaul and Addwaitya looked out at the amazing view around them. Both were happy to see the people celebrating. They deserved it after ten years of hard labor and tribulation.

"This is the dawn of a new age, my friend." Addwaitya proclaimed to Roubual, who was now sporting some gray hair on his head. "All our efforts will finally bear fruit."

"Yes. I hope all goes well." Roubaul replied, resting his hand on the top of his staff.

"It will, my friend. It will." Addwaitya confidently stated.

"You know something, Addwaitya, I don't believe we ever gave our new home a proper name." Roubaul mentioned. "This is your creation. Any suggestions?"

Addwaitya shook his head, and responded, "This is our creation, Roubaul. Mine, yours, and especially the people's. " He motioned to festive Nirvits in the streets below. "They deserve the most credit."

Roubaul nodded. "Fair enough. But you still didn't answer my question."

"Hmm…" Addwaitya held his chin in a thoughtful manner. His eyes widened as an epiphany occurred to him. "The name of these lands is Nirvana. You told me it meant peace in your tongue. I believe that is a fitting name for this city."

"Nirvana? Yes…" Roubaul's eyes lit up. "A perfect name."

"From this seat of responsibility, Nirvana shall restore balance to the world." Addwaitya declared.

He moved his arm in an arc motion, the Alpha Rune around his neck briefly glowing. A golden master control panel with wing-like constructs appeared in front of them, followed by an array of yellow and red hexagon-shape constructs setting a perimeter around the pavilion.

"It shall be a shining symbol of peace that all people can aspire to be."

Roubaul nodded, but if one looked closely, they would spot hints of doubt in his visage. He had not voiced the concerns he harbored about Nirvana's Reversal Magic, seeing that the awards greatly outweighed the risks. He just hoped that his inner worries were unfounded.

Many years had passed since Nirvana's completion. The giant city moved across the land, ending any and all conflict in its path. Wars where multiple sides had been fully intent to kill and massacre the other were suddenly stripped of their malice and instantly became allies over night. Any attempts to oppose Nirvana were proven futile as the city's Reversal Magic would suddenly switch their nature. The city's massive size also did a good job of deterring potential enemies as well.

True to Addwaitya's words, Nirvana had indeed become a symbol of peace. After years of success, Roubaul believed his former concerns had been proven wrong. Nirvana was completely safe and the ultimate solution to achieving world peace.

However, there was an unintended side-effect to Reversal Magic. Both Roubaul and Addwaitya were too blinded by their victories to notice the signs that appeared. Then, the day came when it was too late and the full backlash of Nirvana's years of reversing evil-to-good was suddenly felt in the most tragic of endings.

"Addwaitya! What is happening?!" Roubaul cried as he was attacked by another Nirvit. Using his staff to defend against his attacker and knock them aside, unconscious.

Roubaul and Addwaitya were currently standing at the control center in the royal throne. Meanwhile, in the streets below, explosions filled the city as the Nirvits slaughtered each other using any means available. It had happened so suddenly that neither Addwaitya nor Roubaul were unable to comprehend the carnage transpiring.

"I don't know…" Addwaitya frantically typed away at Nirvana's controls, trying to discern the cause of the ongoing madness. However, so much was happening at once which prevented him from concentrating.

"Addwaitya, we must put an end to Nirvana!" Roubaul shouted, making his way toward the controls.

Suddenly, a solid pink shield of Mana blocked him.

"NO!" Addwaitya yelled. "We can fix this! All of our hard work isn't for nothing. Nirvana can be saved!"

"Nirvana isn't worth our people, Addwaitya!" Roubaul broke through the shield, only for his friend to summon another.

"We can have peace with Nirvana. You've seen it these past few years. It's a symbol to the world!" Addwaitya exclaimed, his temper rising. "I thought you understood that!"

"Not at the cost of our peoples lives! Now step aside!" Roubaul demanded, breaking through the shield.

Addwaitya had been too focused on his friend to notice the area around the control panel sparkling with whtie and black energy. He had no time to react as he was suddenly engulfed in white-black light. He cried out in utter agony as all of the pent up rage buried deep within him was suddenly unleashed.

Addwaitya's body underwent another physical change as he became more menacing looking, with pink fire engulfing his head. As the white and black light faded away, he fell to his hands and knees in pained exhaustion.

"ADDWAITYA!" Roubaul cried out in horror. He ran to his friend's side to support him. "Are you alright?"

Without warning, Roubaul suddenly felt a surge of uncharacteristic malicious intent from the tortoise-man. Before hec could react, he was suddenly engulfed by a torrent of pink flames. The Nirvit chief went hurling back and rolled across the pavilion, wounded badly from the flame attack.

"You're weak. I see that now." Addwaitya spoke in a menacing voice, standing up with a pink glow surrounding his body. "Nirvana will no longer be some pathetic tool for peace. No, it will be a weapon that shall force everyone under MY rule!"

Roubaul weakly lifted up his head with a fearful expression. He glanced to the side to see the chaos ensuing across the city with his people slaughtering each other. In addition, the forest that Nirvana was stationed in was burning to the ground, only adding to the destructive scene. To make matters worse, his best friend had become a monster.

The old man's eyes widened as the frightening realization occurred to him. Nirvana's Reversal Magic had changed Addwaitya's heart as well as his people's from good-to-evil! Roubaul had once feared Reversal Magic's potential drawbacks, but dismissed it after years of success.

Now, thanks to his own hubris, all of the darkness Nirvana had collected throughout the years was being unleashed on its residents.

'No… I refuse to let it end this way.' Roubaul was determined.

Despite the pain flooding his body, Roubaul closed his eyes to concentrate. Gathering magical energy into his hands, he chanted a series of indecipherable words, resulting in pink runes to appear in midair around him. With a wave of his arms, he sent the runes directly to Addwaitya.

Addwaitya was unimpressed by the spell, believing it wouldn't hurt him but was taken aback as the runes engraved themselves onto his chest - delivering sharp, burning pain into his body.

"What is this?!" Addwaitya exclaimed, enraged.

"A binding spell… connected directly to the Alpha Rune. I am sending it, along with you, back to where it came from." Roubaul grunted as his body flared with pain. "I pray I can fix this, my friend… for all our sake."

An enormous, swirling vortex of pink and purple energy suddenly appeared above Addwaitya. The pavilion's roof was ripped apart and sucked into the portal. The tortoise-humanoid, stunned in shocked pain, was unable to resist the strong pull and was swallowed by the portal.

"ROUBAUL!" Addwaitya exclaimed while disappearing into the vortex to an unknown fate.

The portal then promptly closed and disappeared.

Roubaul struggled to pull himself back to the center of the pavilion and reach the controls. Upon reaching the golden console, he swiftly inserted a series of commands that triggered the first phase of Nirvana's shutdown sequence.

The second and final phase of the shutdown sequence had to be done at Lacrima One's chamber.

Roubaul limped his way to the stairway across the pavilion. His body was flaring from the third-degree burns inflicted from Addwaitya's attack. Using a portion of his limited magical energy, he healed himself enough to the point where he could at least walk.

Navigating down the tower's stairway, and then through a system of corridors, Roubaul managed to arrive at the Lacrima One's chamber. Placing his hands on the wall, he chanted unclear words and, as a result, the symbol and hieroglyphs across the room illuminated pink.

As a result, the city stopped and began to carefully lower itself back to the earth with its tube-like legs extending outward.

Roubaul let out a deep sigh of relief upon feeling Nirvana stop. He knew he couldn't destroy the city nor save his people, but at the very least he could turn off Nirvana. The process to a complete shutdown wouldn't be instantaneous as it would take time for the city to fully bury itself into the ground, hiding itself from view.

Walking out of the chamber, down the corridor he had come, he deeply sighed in vexation. The Nirvits, his people, were doomed to extinction. Their own desire to bring peace to the world had resulted in their downfall. How ironically tragic.

He knew it wouldn't end there, however. Nirvana had built up a reputation across the lands. Even after the Nirvits were gone, many people with nefarious intent would want to claim its power for themselves. He could only pray that eventually someone strong enough would come along to destroy this infernal city once and for all.

Glancing down at his wounds, Roubaul deduced he wouldn't survive. He could already feel what little strength he had draining away. He couldn't heal himself anymore as he didn't possess enough magical energy. He did have enough to cast one more spell.

Placing his hand on a nearby wall, Roubaul channeled all of his remaining magic into inscribing his story into the stone. "I… pray no one… makes the same mistake we… have made." He then let out his final breath and collapsed to the floor.

Beelzebash finished reading what he could decipher from hieroglyphs. He was stunned by what he had read.

From what he could understand, Addwaitya turned out to be a good guy before being corrupted by Nirvana. He had wondered how Addwaitya had turned evil as Geochelone Aerios were peaceful and nonviolent by nature, according to Galapagus. Now, it all made sense. It even explained how Addwaitya arrived in Ledgerdomain where he would go on to kill Charmcaster's father and conquer the realm.

The demon looked down to spot an old skeleton lying on the floor. He had a good guess of who it was.

"Nirvana ends today. I promise you that." He declared, wanting to put the old Nirvit chief's spirit at ease.

Glancing at the timer in his mind to see two minutes had passed, Beelzebash resumed running down the corridor. The otherworldly hero of Fairy Tail was fully resolved to stop Nirvana once and for all.

Beelzebash stepped through an archway and into the lacrima chamber.

It was a tall, stone tube-shaped room with many arch-doorways lining the perimeter. The floor to the chamber was an indented bowl-shape with two stone pillars extending from the ceiling and the floor with an open gape in the center, and in that gape was a big, smoothly polished black sphere. Multiple dark-gray, stone tube-like structures extended out from the pillar and connected to the wall, which had a series of magical runes stretching to the ceiling.

Beelzebash's senses were proven correct as Zero was standing in front of the pillar as if he were waiting for him. He opened his red eyes to direct a sinister leer toward the demon.

"Fancy meeting you here…" Zero remarked, his voice oozing with confidence. "I thought I had left you and your friends dead under all that rubble. Well, I won't be so careless this time. Dark Capriccio!"

Zero held up his arm to fire a beam of green magical energy with fire swirling around it. Beelzebash merely stepped to his side to completely avoid the attack and, in a burst of speed, flew toward Zero to deliver a wicked haymaker that sent him sliding back into the stone column.

"I see.." Zero spat out some blood from his mouth. "You've decided to get serious."

He grinned madly from the seriousness in Beelzebash's green eyes. He had the look of a true demon that was not willing to give any mercy.

"Zero," Beelzebash spoke in an eerily calm tone, "I'm not messing around. Get out of my way or I'll make you… no matter what it takes." The timer in his head was counting down until everyone would destroy their lacrima in sync. There was no trace of Ben's usual self at the moment. It was do or die time.

Despite the hatred and anger Zero felt toward his opponent, he could help but feel intrigued. It wasn't just due to the shift in Ben's personality, but his magical essence as well. He couldn't quite place it but knew that his power seemed to have evolved somehow.

"Your threats are but hollow words to me. Zero Slash!"

Forming a tendril of green energy with fire swirling around it in a drill-like fashion, Zero snapped it in Beelzebash's direction. Beelzebash flew high to avoid the first strike and performed several midair moves to avoid more slashes. He swiftly dove toward Zero and unleashed a torrent of black flames from his arms.

Although the flames hardly burned him, they were still strong enough to sting; much to Zero's annoyance. He noticed the green hourglass disk on Beelzebash's chest, recognizing it was the same symbol on Ben's other Take-Overs.

'That symbol…' His eyes narrowed in suspicion.

"Scream!" Zero fired a stronger version of his Dark Capriccio spell toward his opponent.

The demon was quick to cross his arms over his chest to block them, which pushed him back on his feet. 'This beam is burning my scales! Gotta move outta the way.'

As Beelzebash tried to leap to the side to avoid the ray, Zero had predicted this and focused the green and red drill-beam to suddenly redirect and curve under Beelzebash's arms to strike the Omnitrix.

Beelzebash couldn't suppress a pain-filled scream. "RAAAAGHHHHH!" This burning sensation rippling across his body was comparable to when Aggregor used his staff on the Ultimatrix two years ago. Unable to move his appendages, the demon needed to use another tactic to get out of this predicament.

'Sure hope this works!' He hoped through waves of agony flooding his body.

Beelzebash's body was suddenly engulfed in bright emerald light. Zero ceased his attack to see Ben on his hands and knees in human form, panting heavily.

"My, my I wasn't entirely sure that would work." He grinned sinisterly. "When I first saw your magic I had assumed it was Caster Magic, but no… it is Holder Magic. That hourglass symbol is the true source of your power."

"Congrats, you figured it out. You want a cookie?" Ben then picked himself back up.

Then, in an unexpected burst of speed, Ben dashed forward to send a powerful roundhouse kick into Zero's face. "Fresh out of those, but I got plenty of face-kicks!"

Zero tumbled across the floor before swiftly returning to his feet. The Oracion Seis master stared at the Omnitrix wielder in dumbfoundment. Where did that come from?! He then noticed something was off. The green hourglass dial was still on Ben's chest. Wasn't it supposed to be on his wristwatch when he was human? Was his assessment off?

"How?!" He demanded.

Ben smirked as his arms were suddenly engulfed with black and green-tinted flames. "Beelzebash's kind can shift between human and demon forms. Took me a while to figure it out, but a friend showed me some pointers." All the time spent training Beelzebash with Mirajane was bearing fruit.

Then, from out of nowhere, Beelzebash was blasted from the side by a torrent of golden flames. Both turned to the side and were stunned to find the aggressor was none other than Jellal.

"Jellal…?"In a green flash, Beelzebash resumed his demon form.

He felt numb at the sight of Jellal. He didn't know what he was supposed to feel as the shock of finally meeting Jellal since the Tower of Heaven's destruction had yet to fade. He was snapped out of his trance when more golden fire struck him before even having the thought to defend himself.

However, something felt odd about these flames. They didn't hurt at all; in fact, they felt similar to his own Demon Fire magic with the exception being it seemed to be concentrated with deep, dark emotions.

'Why is he attacking me? I thought he lost his memories?!' His eyes widened from an unsettling possibility. 'No, don't tell me he suddenly remembered! Not now!'

Zero's mouth curled upward into a sinister grin. "So, have you finally remembered who you are?"

He didn't respond immediately as his eyes were locked onto Beelzebash, a smug expression plastered on his face.

"I have." Jellal coolly said.

With that confirmation, Ben inwardly growled. 'Great… now I've got to face both of these psychos.'

Seeing that Jellal was the weakest of the duo, Beelzebash stood up and, with a mighty flap of his wings, rushed toward the azure-haired man. "You should've buried those memories, Jellal."

Jellal's smugness then dropped to a small smile. "No, Ben Tennyson. I needed to remember and I am glad that I did. Just in time."

Beelzebash forcefully grabbed Jellal by his coat collar. 'Bastard! He even has the gall to wear my colors too!' He thought, taking note of his gray pants, green undershirt, and black trench coat.

"You sick bastard." Beelzebash snarled down at him as he was two feet taller.. "TELL ME WHY!" He slammed Jellal up against the stone wall, making him grunt in pain.

Zero watched with malicious amusement, wondering if Ben himself would be turned due to Nirvana's influence. For now, he decided to watch to see how the scene would transpire.

"How can you be so cruel?!" Beezelbash angrily exclaimed. "The people I fight… you, Vilgax, Aggregor, and him!" He shot a side glance in Zero's direction, who merely chuckled. "All of you take the lives of innocent people and try to play God. Tell me, how can a person be so heartless and cruel they look at life as if it were meaningless!?"

This ever-burning question in his mind seemed to be more directed to himself than it was to Jellal.

For a moment, a guilty and solemn expression appeared on Jellal's face. That visage was soon replaced with a resolute one as he held up his hand to expel more golden flames at Beelzebash.

Beelzebash let go of Jellal and took a step back, staring at the yellow fire shrouding his body. Once again, the flames did not hurt and even more negative energy of sorts seemed to coalesce around him. He glanced at Jellal and was stunned to see he wasn't giving off a smug nor sinister vibe. He seemed… determined to aid him?

'Wait… what's going on? What's he doing?' Ben was dumbfounded.

Zero, noticing that Beelzebash had let his guard down, took action by extending his left arm forward and discharging another Dark Capriccio spell which went barreling toward the demon.

Jellal's eyes widened as his body suddenly moved on his own, shoving Beelzebash out of the way to take the drill-like spell dead center in the chest.

"RRRAAGGHGH!" He bellowed out before collapsing to the floor.

Beelzebash gasped in shocked disbelief and even Zero seemed to be surprised by Jellal's actions. He had thought Jellal was once again his old-self. Was he mistaken?

"You… asked me why…" Jellal grunted with smoke billowing off his chest; his shirt burned away to reveal the wound left by Zero's attack. Beelzebash also noticed the gruesome scarring on his torso. "I… don't know why I was so cruel and harmed so many… and I know I have harmed you and Fairy Tail greatly. I cannot be truly forgiven for that."

He paused to take in several more breaths.

"I… can never be cleansed of these sins, but I wish to assist you nevertheless, Ben. I know you can never forgive me… but Erza trusts you more than anyone else, so I'll do the same."

Jellal then raised his hand, another golden flame flickering out from his palm. "This is the Flame of Rebuke. You're currently not at your best, are you?This should give you the boost you need."

Ben was at a loss of words. Jellal, the man hellbent on ensuing chaos around the world and had put Erza and himself through so much pain, was trying to help him?

'Is this… who Jellal truly is?' Ben recalled Erza telling him that Jellal had been a different person during his captivity at the Tower of Heaven. He had been her close friend and had even given Erza her last name since she didn't have one at the time. But he had suddenly gone crazy and turned on Erza and her friends, inflicting so much harm and evil along the way.

The scene of Simon's death and Erza balling her eyes out played through his mind. He was about to outright refuse Jellal's offer until the wise words of his grandfather called out from his subconscious.

"You trust people. You give them second chances. And they live up to your expectations."

Beelzebash paused, taking a brief moment to ruminate the implications of that statement.

'Can I… really give him a second chance?' Ben was unsure if was capable of forgiving Jellal or let alone accepting his help.

But he then remembered when he himself had gone against Azmuth's instructions and tampered with the original Omnitrix when he wasn't supposed to, betraying the creator's trust and effectively putting a massive strain on their relationship. Through trial and error, Ben once again had proven he was worthy to wield Azmuth's greatest creations. Ben can only imagine where he'd be had Azmuth not given him a second chance.

Beelzebash adopted a firm visage of conviction while stretching out his hand toward Jellal.

Jellal was momentarily surprised when Ben reached out but quickly refocused and took Beelzebash larger hand. 'Thank you, Ben Tennyson.' He felt very unworthy.

Zero watched on in curiosity as Beelzebash accepted the Flame of Rebuke. Its golden flames were often seen as a type of Holy Magic by most, which would be dangerous for a demon to be near let alone touch. Zero was anticipating the flames would severely injure if not kill the demon; much to his own sick amusement.

However, as Beelzebash accepted the golden fire, he felt an intense rush of power surging through him. His body was shrouded in the brilliant flames, healing his wounds and restoring his stamina in the process. The Omnitrix wielder was amazed. All of the energy he lost in prior battles and freeing himself from the rubble earlier was suddenly restored and then some.

Zero's eyes widened in shocked confusion. The Flame of Rebuke was strengthening the demon? How!?

A thought then occurred to him.

'Wait! His demonic nature… could he possibly gain power from Jellal's sins?!'

The Flame of Rebuke was also composed of the user's very being including their sins - meaning Beelzebash was accepting Jellal's sins as well. Could those sins be providing him additional magical power? It had to be!

Beelzebash glanced down to Jellal. "Thanks. But don't think for a second you're off the hook."

Jellal could only nod in confirmation before lowering his head to the floor in exhaustion. He had given Beelzebash virtually all of his magical power, so he was completely defenseless for a while.

Zero sneered. "You realize that by accepting the Flame of Rebuke, you share the sins of that man? That includes all the atrocities he committed against you."

"I'm a demon, Zero. Sins only make me stronger." He narrowed his gaze at the albino-haired madman. "But the real sin is turning your back on someone who wants to help; especially when they give you the power to fight EVIL!"

All of a sudden, Beelzebash flames shifted from black to gold and took the shape of large clawed-hands.

'His fire can take shape?!' There was only one person he knew with that level of control over fire, a member in a rival Dark Guild within the Balam Alliance.

Beelzebash's flame-hands reached out and grabbed a shocked Zero, squeezing him hard enough to elicit a painful yell before throwing him across the room. Zero smashed into the wall, leaving a human-sized dent in the stone.

Unfurling his wings, Beelzebash flew over to the Oracion Seis leader's location. Flame tendrils extended from his arms and took the shape of fists. As Zero pulled himself out of the wall, he suddenly felt the burning force of Beelzebash's golden fire-fists in his torso thrust him back into the stone.

Zero coughed up spit as the air was forced out of lungs.

"Golden Demon Fire burns, doesn't it?!" Beelzebash yelled.

He proceeded to punch Zero several more times before multiple tendrils of Mana burst out of Zero, wrapped around Beelzebash, and forcefully tossed him across the room.

"You damn brat…" Zero snarled, levitating out of the pummeled wall with burns and scrapes.

"Too many ouchies for you to handle, Zero?" Beelzebash taunted. "Tough break, cause I got more in store for you!"

He charged at the psycho, reforming his golden flame-hands.

Zero sneered. "Don't get ahead of yourself. You're only a demon, brat." A light-blue magical seal with a pink tint appeared in front of him - enhancing his spell with Mana. A torrent of water blasted from the seal and soaked Beelzebash.

The green-scaled demon screamed as his body was suddenly overridden with agonizing pain. Losing his concentration, Beelzebash tumbled to the floor in a heap with water pooling around him.

Zero smiled in amusement from hearing his opponent's pained cries. "Don't think I haven't prepared for a fight with one of your kind."

"W-what… is this? Acid!?" Beelzebash asked through shouts.

"No, but to you it might as well be. It is water infused with Holy Magic." Zero replied with a twisted smile. "I'll admit I am not even close to being a holy man, but I have studied demons. I know how to handle and subdue them quite simply."

'Dammit!' Beelzebash was at an extreme disadvantage now. He needed to change things up, throw Zero off his game. Fighting through the pain rippling across his body, he used his Golden Demon Fire to summon a fiery sword. The sword sliced through the stone floor and forced Zero to dodge to the side.

Concentrating, Beelzebash mentally commanded the sword to swing back in Zero's direction.

"Augere Contigo!" Multiple barriers of Mana appeared to block the golden flame-sword.

For a moment, it appeared the shields would hold but, as Beelzebash poured more energy into his sword, it miraculously cut through and struck Zero in his right shoulder.

"I've had enough fire for today!" He roared in angered pain.

With his uninjured left arm, he shot another torrent of holy water at the flaming sword.

The fire-blade rapidly lost its power as a loud hiss of steam filled the room.

"First rule of Ben warfare, never leave the hands free. Rule two, never put lives on the line; otherwise," a brilliant emerald flash shined through the steam as a new voice spoke, "you'll find yourself in hot trouble!"

Jellal winced and felt a phantom pain from hearing the new voice. An intense wave of power radiated through the mist, pushing it away to reveal a white robotic humanoid with a green glow off his body.

"The battle is over, villain. Now that Atomix is here!"

Zero and Jellal's eyes widened at the sight of the new transformation. Zero was stunned at the amount of heat and overall power Atomix seemed to be irradiating while Jellal was trembling in fear - vague memories of his one-sided battle with the nuclear behemoth returning to him. The scars across his body… they were from him!

"Don't you dare take me lightly, boy!" Thrusting his arms out, a purple magical seal with a pink shine appeared in front of him. "Darkness Rondo: Eradico!" A mass of purple-black tentacles with terrified faces swarmed out of the circle.

Atomix was not deterred by the spell and launched himself forward like a bullet, extending both arms forward. "Fissile Whistle!" He easily powered through the tentacles and slammed his fists into Zero's body.

Zero could've sworn he heard his ribcage break as he coughed up blood and spit - careening back and slamming back into the chamber wall.

"Surrender! You cannot hope to beat me." Atomix firmly stated, continuing to levitate in the air.

'No… this is inexcusable!' Zero was furious. So much pain and damage was inflicted on him from a single blow!

Zero would not stand for this. Pulling himself out of the wall, he discharged as much magical power from his body as he possibly could and charged straight for the nuclear-alien.

"You should've stayed down, villain!" Atomix turned to the side, avoiding Zero charge and grabbed him by the arm. He then started spinning at an incredible speed, nearly ripping Zero's arm out of its socket.

"Ground Zero Toss!" Throwing his opponent directly to the floor with all of his gathered momentum, Zero went hurtling through multiple floors.

The Oracion Seis master crashed through the bottom of Nirvana's hull, plummeting to the earth below. Acting immediately, Zero summoned several Mana tendrils from his left arm to reach out and grab onto the ledge of the hole he created. With a painful grunt, he pulled himself back into Nirvana and over the ledge.

The moment his hands and knees touched the stone floor, his body burned with agony as all the damage he had sustained caught up to him. A green light then filled the room as Atomix floated through the holes had made.

Zero gnashed his teeth in unbridled fury from seeing his enemy looking triumphant over him.

"Your vile and destructive mission ends here, cretin!" Atomix announced.

"NO! I refuse to lose to a mere child!" Ignoring the pain flooding his body, Zero stood up.

"It's too late for that." He swirled his hands in a circular pattern with green streams of energy irradiating from them. "HAA-MEE-NA, HAA-MEE-NA, HAA-MEE-NA…"

Meanwhile, Zero had begun his own incantation for his ultimate spell, spinning his arms in a circular pattern with green and pink magical energy surging around them. "History will come to an end before my very eyes. A new era of nothingness shall be ushered in… Genesis Zero… Magnus!" Purple ghostly beings erupted from the floor beneath him and his hands as streams of Mana poured off of Zero's body. "Now open, Portal of the Demon's Wail!"

The spirits gathered in the air around Atomix as Zero's Mana seemed to increase their size and the volume of their wails. Atomix's eyes widen at the disturbing, purple ghosts quickly approaching.

"Go, travelers of the void! I want you to consume that man and his memory, consume his very existence!" Zero ordered. "Devour him and do it for your master's sake!"

Just as Atomix was about to unleash his Nuclear Winner attack, he was suddenly swarmed by the ethereal beings and lost his concentration. He got an unsettling sense of déjà vu, recalling a similar scene during the Entrapment fiasco.

Trying to blast the ethereal beings off of him, Atomix was stunned to discover his nuclear energy was having no effect. He felt himself being overwhelmed by their sheer numbers. The magenta spirits continued to gather around him, burying him in their ever-growing numbers until he eventually disappeared completely.

Zero watched in glee as the spirits pulled Ben way into nothingness. "And now you too are a traveler of the infinite void. Farewell!"

Ben groaned as he opened his eyes to try and take in his surroundings. To his confused dismay, he couldn't see anything.

'What is this place? Can't see anything. Hell, at least I could see in the Null Void.'

He grunted in frustration. "I can't believe I let him get the drop on me like that! Now I'm stuck here with no way out…"

Ben then saw a brilliant green light, and heard a voice he hasn't heard in quite a while...

"Oh, Ben... You'll never learn, will you?" Azmuth's voice rang throughout the dimension.

Flashback… Two years ago…

"I come seventy-six thousand light-years and I don't even get a formal greeting?" Azmuth said, sounding like he was berating but in truth he felt for the boy wearing his most treasured device.

Ben said nothing as he sat on his couch, staring emptily at the floor, seemingly unaware of Azmuth's presence.

Azmuth approached Ben and stared up at him, seeing the bags in his eyes and the emotion or lack thereof in them. He didn't see the defiant and heroic spark they once had even when he was a child.

"So, how is my greatest invention? You haven't blown it apart or dropped it in the toilet or anything?"

Ben's hands, which were folded, began to clench.

Azmuth sighed. "You know, Ben Tennyson, I myself know what it's like to lose a loved one..."

Ben couldn't take it anymore. He spun his head toward Azmuth, an angry expression on his face. "You didn't lose her! She left you because you were obsessed with making a tool of mass destruction! Don't you dare pretend to know what it's like..."

Azmuth took in a breath as he had guessed he had that coming from his choice of words as while he may not have known the status of the woman who stole his heart, he certainly didn't think he could handle it any better than Ben. "Yes... A mistake I've regretted every single day since then..."

"...Why did you even come here? Surely not just to pity me. You want your 'greatest invention' back? Take it! It's nothing but trouble anyway..." Ben said, believing the Omnitrix was more of a burden than it had ever been before.

"Creating Ascalon was the greatest mistake of my life... However, taking back my Omnitrix from you would be an even bigger mistake." Azmuth admitted.

Ben looked back to Azmuth with confusion.

Azmuth sighed as Ben often didn't always see the gravity of the things he had done. "You've shown every sentient race in the universe that they can accomplish anything if they work together. Never in my wildest dreams did I expect my invention would do that.

"So... you can give up, and let this one failure define you for the rest of your life, or you can learn from it, and continue to be the hero this universe needs you to be. Whatever you choose, just know that Azmuth, the smartest being in three, possibly five, galaxies, will always be proud of what you've accomplished."

Azmuth began to walk out of Ben's house. He then turned back, and smiled at Ben, before finally walking out the door.

Flashback ended…

Ben smiled at that memory. Azmuth had helped him when he was in a very dark place. He hoped to personally thank him one day for that.

"Thanks for believing in me, Azmuth."

"He's not the only one who believes in you, kiddo." a feminine, energetic voice said with a small giggle.

Ben recognized that voice and felt a wave of both shock and relief slam into him. "Grandma?" Pink light briefly shined through the dark void as Verdona appeared in front of him in her Anodite form. "H-how?" Was all Ben could say as a million questions were running through his head.

"Astral projection," Verdona answered, smiling at her grandson. "Gwen reached out to me and told me what happened in the lab. I've been searching through the Mana Stream for you." She stopped to briefly look around at the dark dimension. "I assume there's a reason you're in this empty void?"

Ben chuckled sheepishly. "Yeah… bad guy got the jump on me."

"Are you alright?" Her tone decreased slightly, sounding almost grandmotherly in a way.

Ben nodded, simply happy to talk to a family member after nearly six months. "I'm fine, all things considered."

Verdona smiled and saw a familiar face overlap Ben's for a moment. 'You Tennyson men…'

"Well, let's catch up then." She placed her fingers onto Ben's head. In moments, Verdona saw all of the memories of Ben's time in Earthland.

'Redhead, huh?' Yep, he was definitely Max's grandson alright.

Her smile dropped when seeing his memories of the Entrapment Spell. She wanted to comfort Ben and hunt down the man responsible for inflicting so much pain on her grandchild. Her expression then became mildly concerned upon viewing his recent memories, particularly with Nirvana and his last battle with Zero.

"Hmm… I see. I understand the situation now." Verdona said seriously.

"W-wait, what?" Ben was bewildered. He didn't even say anything.

"Here, let me offer you a hand, kiddo." Verdona reached out and took Ben's hand, particularly the Omnitrix, and carefully directed her Mana into the device. The faceplate suddenly slid back and the core popped up with green and pink energy sparkling around it twisting the dial as the diamond appeared and the transformation formed in it as she twisted it.

Verdona gave Ben one last smile before pressing down the core. The void was suddenly filled with pink, blue, and green light.

Ben felt his entire body change as blue flames burst around him. The Omnitrix appeared on his chest with four spikes extending out of the rim.

Lacrima 2…

Gray aimed his Ice-Make: Ice Cannon at the giant lacrima in front of him.

"Let's go! Ice Cannon!" Gray said loudly, channeling all his magic in one shot.

Gray then fired the Ice Cannon at the lacrima.


Lacrima 3…

Gemini and Lucy hold Taurus's Gate Key together as it glows.

"Here we..." Gemini and Lucy said in unison, "GO!"

Taurus leapt at the giant lacrima with his ax reared back.

"MooooooOOOOOO!" Taurus yelled while swiping his giant battle ax at the crystal, cutting clean through it.

Lacrima 4…

Wendy finally gathered up enough power from the air around her.

"Sky Dragon... ROOOOAAAARRRR!" Wendy unleashed a massive gust of powerful wind from her mouth towards the lacrima in front of her.


Lacrima 5…

Erza, adorned in her Black Wing Armor, reared back her sword and prepared herself to strike the giant lacrima.

"I only have one chance, so I'll put all of my remaining power into this blow!"


Lacrima 6…

Ichiya leaped at his giant lacrima as well, spinning in the air as he did so. "Infinity Sparkle!"

Ichiya delivers a powerful punch to the lacrima, courtesy of his Power Parfum.


A smug smile was plastered on Zero's face. It didn't matter when the other Light Guild wizards destroyed the other five lacrima moments from now, with one remaining, it was all ultimately pointless. Nirvana would regenerate its lost crystals and the city would continue its destructive rampage.

He had won!

'The Great One will be pleased with me.' Zero thought in sick anticipation. 'Not only did I accomplish what Brain couldn't, but I am about to produce all the chaos and negative energy he requires. It's a win-win for both of us!'


Zero looked forward with his eyes widening in dread. The space in front of was starting to crack apart, brilliant blue and pink light emitting out of the cracks. The ghostly, frightening wails of spirits of the void cried out as the space finally shattered.

"NO! It can't be!" Zero exclaimed in utter disbelief. He couldn't believe what was unfolding. It was impossible!

A new transformation pushed through the purplish-black ghost, burning them to nothing with unimaginably hot blue and pink flames.

"H-how?! How did he come back from the void!?" Zero yelled out.

Standing before him was a large humanoid turtle creature with a muscular frame and turquoise skin and a small spiked tail. It had a big dark-green shell on its back with razor sharp edges, and the front shell plating on its chest and torso were midnight-blue. Its arms were very muscular and had two spiky bumps protruding from its shoulders, and had four black finger-like claws that acted as hands. Glowing blue tribal-like markings were present on its arms and its stubby legs, which also possessed three black toe-claws. The most predominant feature was its midnight-blue, turtle-like head (which had the rune symbol for the Charm of Bezel emblazoned on it) and was completely shrouded in bright blue flames. The evolved Omnitrix symbol was present on its chest with a light-blue Fairy Tail stamp on its left shoulder.

"Ultimate Terraspin!" The creature shouted out in a strong, deep voice.

Zero was flabbergasted. The power that Atomix irradiated with wasn't magical but it was powerful and searing. This creature, however, was overflowing with raw magical power. One Magic, to be exact. Zero felt as if he were miles underwater being in the crushing presence of this creature's magic. It reminded him of only one individual…

"H-How!?" He demanded in shocked horror. "What did you do to gain this power? TELL ME!"

"I don't know," Ultimate Terraspin responded honestly.

He had no clue what Verdona accomplished, or even how she transformed him directly into an Ultimate Form, but none of that mattered at the moment.

"But what I do know is I'm going to use this power the best way I know how… TO WIN!" He exclaimed while focusing on all of his magical power.

'You're still a little green with Mana, kiddo. So, let me help you direct it.' Verdona mentally said to Ben, appearing as a transparent figure by his side. Her form then broke apart into Mana and was seemingly absorbed into his body.

Ben wasn't sure what was happening, but it felt like he was being guided by his grandmother - imprinting directions and knowledge into him. Unlike with his other transformations where relied on instincts, he felt like he already knew what he could do with this transformation. And with knowledge came creativity.

Taking note of the timer, the teen hero saw there was less than twenty seconds left. It was all or nothing!

"I have a job to do, Zero…" Ultimate Terraspin controlled the blue flames to gather and swirl around him. "NOW GET OUT OF MY WAY!"

Zero stepped back in fear as Ultimate Terraspin seemed to be collecting not only his fire-magic but the magic in the very air itself. He could even see tendrils of his own Mana flowing out of his own body, drastically weakening him as a result.

'Is he…' The sadistic yet cunning madman wondered if his eyes were deceiving. He could've sworn he spotted lightning sparking in the swirling inferno around the turtle-monster. That only confirmed his fears. '... he's casting a Unison Raid spell?!'

Combining elements of two different magics was one thing, and for two people to combine their respective magics into one attack was another; however, for a single person to channel three different elements into one attack?!

Ultimate Terraspin gathered all of the blue flames into a whirlwind with electricity arcing in and out. Timing his move just right, the evolved Geochelone Aerio directed his spell forward.

"Tempest of Sparking Embers!"

The swirling tornado of fire and electricity went barreling toward Zero while angling upward. Zero could do nothing as he was fully engulfed in an amalgamation of searing hot fire, intensely painful lightning, and a strong unmerciful gust.

"RRRAAGGHHHHH!" Zero's agonizing yells resonated out from the loud winds of the tornado as he was sent crashing through many levels of Nirvana once more.

'I've only felt magic this powerful once…' Zero inwardly cried out as the image of his master popped up in his mind. 'Master Hex… I thought you were the only one…'

Zero crashed through the lacrima chamber's flooring and slammed directly into the black crystal ball, promptly shattering it into pieces.

It was at the same exact moment that the other Allied Forces had destroyed their respective lacrimas.

Gray looked around as Nirvana started shaking.

"Guess this means it worked. We hit all of 'em at the same time..." Gray let out a deep sigh of relief.


Lucy and Lucy-Gemini hugged each other in elation.

"We did it!" Lucy said happily, feeling relief wash over her.

"Hey, hey ladies!" Taurus held up his free hand. "Show me some love tOOOoooo!"

Gemini obliged by giving her fellow Celestial Spirit a high-five.

"Awww yeah!" Gemini said happily.

"MooOOHOOO!" Taurus exclaimed, happy for their victory against the enemy.


Ichiya smiled. "Perfect timing. We did it... Good job, everyone..." He started to feel himself faint as all of his injuries finally caught up to him.


"Thank you... Ben..." Erza said in a proud and loving tone of voice.

Ultimate Terraspin levitated himself through the holes his attack and Zero had made, landing back in the lacrima chamber.

He smiled in satisfaction at seeing the destroyed lacrima. He then turned his gaze to Zero, who was sprawled out across the room. His body was covered in gnarly burns, his hair was spiked up in comical fashion, and his clothing was ripped to shreds.

"Told you I wasn't messing around… and to get out of my way. Didn't I, Zero?" Ultimate Terraspin narrowed his intense, glowing green eyes at the defeated madman.

"...ugh…" Zero could only groan before passing out from pained exhaustion.

Ultimate Terraspin looked his body over in excitement. "That was certainly something. Thanks grandma…"

Author's Note: Hey everyone! You'll notice I've added "Volume 1" to the story title recently. This is to reflect the changing of the guard, so to speak. Pyrohelixdrago will be taking over this story with Volume 2 on his end going forward. I'll be around as a resource to discuss ideas I had initially planned for the story and his own ideas he wants to implement, a minor editing role, and a contributor to this story's Wiki page.

It was a pleasure to write this story! It taught me a lot of valuable lessons when it pertains to writing. If I could do things over again, I would definitely change somethings with this story and how I handled certain things, but I had fun with it. I hope you did too and hope you'll continue to have fun with it with the new author's work. Keep in mind, his writing style is different from mine and still evolving.

Thank you for all the kind words and critique over the last 8 years since I took the reigns from The Incredible Muffin. It's been a nice ride, but now I will be focusing my attention on my other two stories in-progress.

After credit:

Verdona laid idly in space her mind drifting to what she had seen in Ben's mind "Be safe Ben…I love you." Verdona had said mostly to herself as the connection had been lost when she used the last of her mana to assist Ben with his new form and while she loved to have helped him, she felt there was something he should know about what was happening to him as it was surprising to find he now had mana and wanted to understand how Ben awakened it 'hmmmm maybe that environment?' she thought to herself.

Verdona remembered hearing from Gwen how she tapped into her mana believing it was magic which wasn't really far off a guess human mentality wise, but what most caught her off guard was how Ben was able to force a 'spell' Gwen used very often 'maybe…just maybe.' she thought thinking about certain…events Ben had been exposed to wondering if his mana was awoken due to that or if it only dormant till he truly wanted or needed to use it himself 'those two children.' she thought in amusement as Gwen was somewhat limiting herself using her mana as earth magic instead of the powerful energy to effect things on a grander scale

Verdona wasn't entirely sure if Ben had the same problem relying on the Omnitrix, but she had hope as Ben knew that he himself was more than the Omnitrix, but the thing both of them had which was the strongest essence of mana was true genuine love, she had seen it in both of them and couldn't be happier for them.