A Lost Hero's Fairytale

Chapter 3: A Shelter in the Woods

Part III

"Do you recognize anything yet?" Carla asked, her voice tinged with exhaustion.

Ben's sharp eyes scanned the river and the landscape passing beneath them. "Not yet. Nothing looks familiar."

"We've been flying for over thirty minutes... we must be miles away from the guild." Carla noted while her tone was wearier than before. "How far upstream were you when it happened?"

"No idea, I was unconscious for most of it, remember?" Ben reminded her. He then noticed their speed and altitude steadily dropping. Glancing over his shoulder, he saw Carla's wings flapping more sluggishly. "Uh Carla, we're losing altitude."

"My Aerial Magic is running low..." she admitted, her voice softer as her eyes drooped.

That wasn't good. "How much longer can you keep us in the air?" Ben asked, concern creeping into his tone.

"Five minutes… at most," she replied, struggling to maintain their altitude.

Ben immediately scanned the terrain below, searching for a safe place to land. They'd have to continue on foot soon. It wasn't ideal but there wasn't much they could do. Suddenly, something clicked in his memory.

"Wait!" His eyes widened in recognition. "Up there!" He pointed ahead toward a grassy overhang along the riverbank.

"What is it?" Carla asked, fighting to keep them airborne.

"That's where that Vulcan threw me into the river!" Ben exclaimed.

"Are you sure?" Carla's wings faltered slightly.

"Positive," Ben replied, his voice firm.

Carla let out a small sigh of relief. "Thank goodness. I was starting to worry we'd never—" Her sentence was cut short as her wings suddenly disappeared in a puff of smoke.

Both of them blinked in shock before letting out simultaneous yells as they plummeted toward the river.

"That wasn't five minutes!" Ben shouted just before they hit the water.

A while later, a thoroughly soaked Ben trudged out of the river and onto the rocky shore while cradling an equally drenched and exhausted Carla in his right arm. With his free hand he wiped the water off his face, shaking droplets from his hair as well.

"Well... that could've gone better," Ben muttered before looking down at Carla. "You okay?"

Carla responded with a weak cough, spitting up a bit of water.

Ben chuckled softly. "I'll take that as a yes." He turned his gaze toward the cliff in the distance, about a hundred yards away. "At least we're in the right place."

He smiled down at the tired feline in his arms. "Good job getting us here, Carla. Even if you were a little off with the time limit which caused us to plummet out of the sky and into the river." he teased lightly.

"S-Shut up..." she mumbled weakly, still catching her breath.

With a soft laugh, Ben adjusted his grip on Carla and started walking into the forest, making his way toward the cliff. Keeping an ear out for any sound of that wretched Vulcan now that they were in its turf.

"Now that we're here, what exactly are we looking for?" Carla asked, her tone still a bit sharp.

Ben glanced around, keeping an eye on the ground. "Well, that Vulcan's gotta have some kind of den or a place where it sleeps. Keep an eye out for any animal trails, markings on trees, or—"

"Or giant footprints," Carla cut in.

Ben froze and followed Carla's gaze, his eyes widening as they landed on the large five-fingered imprint they were currently standing in. "How'd I miss that?" he muttered sheepishly. "Yeah... that'll work."

He scanned the area and quickly spotted more footprints leading down a trail. "Convenient..." he thought, "but we'll take it. Just hang in there Wendy, we're coming to get you. And if that dirty ape has put his paws on you then I'll make him pay dearly for it." Ben mentally paused at the 'dirty ape' comment he thought of. Why did that sound familiar for some reason? Whatever, this wasn't the time to try and remember something likely unimportant.

With a nod between them, they hurried down the path as their senses were on high alert for any signs of danger. Ben had placed Carla on his shoulder much to her initial protest but after he pointed out that matching her pace would slow them down considerably, she had reluctantly agreed.

As they trekked through the dense forest, Carla's pragmatic side kicked in and a thought occurred to her. "Ben, I just realized something."

"Yeah? What's up?"

"How exactly are we going to rescue Wendy?" she asked, her voice growing more urgent.

Ben glanced at her, one eyebrow raised in confusion. "What do you mean?"

Carla's irritation flared. "You don't know what I mean? I can't fight a Vulcan and clearly you can't either! So, I'll ask again—how do we plan on rescuing Wendy?"

Ben stopped walking, his mind racing for an answer. "Uh…"

He scanned the ground until his eyes landed on a sturdy stick. He walked over, picked it up and unsheathed the stone knife Maguna had gifted him from his pocket. Kneeling down, he began sharpening the stick into a crude spear. "There. This should do."

Carla stared at him wide-eyed in disbelief. "You can't be serious!" she nearly shrieked. "You plan to fight that thing with nothing but a stick and a knife?"

Ben shrugged. "Not much else I can do. I don't remember how to use my magic…or if I even have any."

Carla stared at him for a moment, her mouth agape. "So let me get this straight," she said with exasperation in her tone. "You brought us all the way out here, and you don't even have a real plan to rescue Wendy?"

Ben shrugged again nonchalantly. "I was honestly just gonna wing it."

Carla groaned, clutching her head in frustration. "This was a mistake! Oh, how could I have let myself get roped into this with a nitwit like you?"

Ben bristled at the insult but tried to keep his cool. "Relax Ms. Priss. Anyway, I'm hoping we won't have to fight. Best case scenario Wendy frees herself and we meet up with her."

Carla shot him a pointed look. "And if it's not that simple?"

Ben's grip tightened around the makeshift spear. "Then we fight it," he said firmly. "Simple as that."

"Fighting a giant Vulcan with nothing but a stick? A stick that's not even enchanted?" Carla lowered her head in resignation. "This is so foolish…"

"People have taken down bigger animals with regular spears for centuries," Ben countered, though his confidence wavered under her withering stare. "It's not that far-fetched."

"But were those people suffering from amnesia?" Carla deadpanned.

Ben shot her a half-hearted glare. "Well… how hard could it be?"

Before Carla could respond, a high-pitched scream echoed through the forest.

"AAAHHH! LEAVE ME ALONE!"

Both Ben and Carla's eyes widened in recognition. "Wendy!" they shouted in unison.

Forgetting their argument, Ben bolted down the battered path, Carla still clutching his shoulder. They sprinted until they spotted a cave at the base of a large hill. Ben slowed his pace as they neared the mouth of the cave, crouching low to avoid detection. He held a finger to his lips, signaling for silence as he strained to listen.

"NO! LET ME GO!" Wendy's voice echoed from deep within the cavern.

"Hoo-hoo-hoo! Woman! Woman!" The Vulcan's baritone voice followed.

Ben's gaze hardened—it was definitely the same Vulcan.

"Thank goodness we found her, but what do we do now?" Carla whispered urgently.

Ben glanced at her. "Can you summon your wings yet?"

Carla shook her head. "No, I haven't recovered enough magic."

Ben nodded in understanding. "Alright, I'll distract it. You use that time to get Wendy out."

"That's not much of a plan," Carla sweat-dropped in exasperation.

"Don't see you coming up with any better ideas," Ben shot back, his voice tight with frustration.

"Hmph," Carla huffed indignantly. "Fine then. We'll… wing it."

Ben nodded, staying low as he carefully proceeded into the cave, hugging the wall for cover. The cavern's damp air chilled him, but he focused on the task at hand. Luckily, they didn't have to venture far before spotting Wendy and the Vulcan. He quickly ducked behind a boulder for cover.

In a large open area of the cave, the Vulcan danced wildly, clutching Wendy in its massive right hand.

"Woman! Woman! I have a woman!" It chanted, its voice booming through the cavern.

Wendy, teary-eyed and trembling, pleaded, "Please… just let me go!"

The Vulcan stopped its dance, sneering down at her, drool pooling at the corners of its mouth. "No can do. I found ya, so I'm keeping ya. You're gonna be my wife. Understand?"

Ben's fists clenched, his teeth grinding in anger as he glared at the beast. This thing wasn't just a threat—it was a predator. Now he was definitely going to kick its ass like no tomorrow no matter what.

Wendy shook her head frantically. "No way!" She was too young to be a wife! She was only twelve for crying out loud! Sure, she might've been gushing earlier about the idea of Ben and Pepel becoming a couple, but that didn't mean she was interested in finding romance for herself. Not to mention she didn't want to be with some old ape like him, he wasn't even good looking and his smile made her shiver.

"You don't have a choice, little girl. I say you're mine, so that makes you mine. Got it?"

"Eep!" Wendy squeaked, curling into herself, wishing she could disappear.

"Alright, how do we distract this perv?" Ben thought, scanning the area. His eyes landed on another tunnel leading deeper into the cavern. He quickly grabbed a rock from the ground and hurled it down the tunnel, ducking back behind the boulder just in time.

The Vulcan's ears perked at the sound. "Huh…?" It turned toward the echoing noise, its eyes narrowing at the dark tunnel. It glanced down at Wendy and, with surprising gentleness, set her down on a large bed of moss. "Stay here. Don't even think about escaping… or you'll make me mad. Understand?"

Wendy nodded weakly, hugging her legs close to her chest as her body was trembling with fear.

As the Vulcan lumbered toward the tunnel to investigate, Carla let out a breath she hadn't realized she'd been holding. "Nice thinking," she whispered.

Ben nodded and crept toward Wendy, his movements swift but silent. "Good. We swoop in, grab Wendy and get out before the monkey even knows what happened. This is turning out better than I—"

BEEP. BEEP. BEEP.

The sudden electronic beeping echoed through the cave. Ben's eyes widened in horror as he slowly glanced down at his left arm. Pulling back his sleeve, he saw the gauntlet's tubes and dial flashing a bright green.

"Reboot complete. All systems available." the gauntlet announced in a synthesized version of Ben's voice, its dial settling into a solid green glow.

Wendy turned toward the commotion, her eyes widening in shock. "Ben? Carla?" she gasped, realizing that her friends had come for her. If the smell in the Vulcan's den hadn't been so overpowering, she might have sensed them sooner.

"Huh? What's that…?" The Vulcan paused mid-step, turning back to spot Ben. "Intruder!?" It roared, charging at him on all fours with its large fists pounding the ground.

"You fool!" Carla shouted from the sidelines. "Look what you've done!"

"That wasn't me, it was this stupid thing on my arm! Crap!" Ben groaned as the Vulcan came barrelling toward him.

Quickly scooping up Carla and tossing her out of harm's way, Ben dove to his left narrowly avoiding a powerful punch that cracked the rocky ground where he had stood. Rolling to his feet, he turned to face the hulking creature, spear still in hand.

Ben cast a sharp glance at the device on his arm. "Really? It wouldn't come off or work for the past month, and now it decides to do something? Great timing!"

The Vulcan's white eyes narrowed as it recognized him. "Man not welcome here! Only me and woman!"

Ben raised an eyebrow. "Yeah… sorry, not sorry. Saw the front door open, so I figured I'd let myself in."

The beast's eyes widened in realization. "Hey… I know you! You're the punk I drowned!"

Ben smirked. "Turns out I'm a pretty good swimmer."

"Why you here?" it growled, its voice rumbling with irritation.

Ben's expression grew serious, his grip tightening on the spear. "Here's the deal—you kidnapped my friend, and I'd like her back."

The Vulcan snarled, thumping its chest in defiance. "No! She's my wife now!"

"Dude!" Ben snapped, fury lacing his voice. "She's twelve! You sick freak!"

The Vulcan leered, a twisted grin on its face. "Heh. She'll grow bigger in time. But I found her, so she's mine now."

"You didn't find her!" Ben shot back, his voice hard. "You stole her!"

The Vulcan sneered, puffing out its chest. "That's the rule of the forest. Finders keepers, losers weepers!"

"Yeah?" Ben smirked, taking a step forward. "Well, I've got a rule of my own. You mess with Ben… you get the ten."

The Vulcan silently blinked, not getting it.

Ben blinked twice, realizing how awkward that sounded. "Uh… that sounded way better in my head."

With a roar the Vulcan lunged, its massive fist raised ready to flatten him.

Adrenaline surged through Ben as he dove to the side, narrowly avoiding the Vulcan's massive fist. Springing back to his feet, he quickly stabbed the spear into the beast's leg.

"RRAGGHH!" the Vulcan bellowed, pausing to inspect the damage. Though the wound wasn't deep, a small patch of its green fur was stained with red. Its sharp glare fixed on Ben. "YOU RUNT! I'LL SQUASH YOU!" it roared, lifting its foot to stomp him.

Ben skillfully sidestepped the heavy foot and jabbed his spear into it, causing the Vulcan to grimace and pull back. "You can try, but I won't make it easy."

BEEP. BEEP. BEEP.

The gauntlet on Ben's wrist suddenly beeped again, its tubes and dial flashing yellow.

"Uncatalogued DNA samples detected." the device announced.

"Hush, you!" Ben barked, backpedaling just in time to avoid another swipe from the Vulcan. "No time to deal with this thing!"

Meanwhile, Wendy watched the battle unfold, her heart pounding with anxiety as Ben dodged the Vulcan's powerful blows. "Ben…"

"Wendy!" Carla's voice snapped her out of her daze. The white-winged cat was by her side, grabbing her hand. "Come! We must flee while we can!"

"But… Carla." Wendy hesitated, glancing back at Ben. "We can't just leave him here."

"He's buying us time!" Carla shouted, tugging Wendy toward the exit. "Let's not let his efforts go to waste! I'm sure he can hold his own."

"At least, I hope…" Carla thought, her concern growing.

Ben and the green-furred Vulcan were locked in a chaotic game of cat and mouse. Ben seemed to stay one step ahead, skilfully dodging the beast's attacks while landing quick jabs with his spear, leaving several puncture wounds across its body.

"Man, you really are a big stupid monkey, aren't ya?" Ben taunted.

"Grr! What'd you say runt!?" the Vulcan growled, swinging its massive arm down to crush him only for Ben to somersault out of the way.

The ease with which Ben performed these acrobatics struck him as strange. Every movement felt instinctive, as if his body remembered skills that his mind had long forgotten. He briefly paused, a flicker of realization crossing his face—had he been a fighter before losing his memories?

The Vulcan grimacing from its spear wounds glared furiously at Ben. How could something so small be so annoying? But then its large ears perked up, catching the sound of movement behind it.

The beast turned and spotted Wendy and Carla running for the exit.

"My wife!" the Vulcan roared, abandoning Ben and charging toward the fleeing duo.

"NO!" Ben shouted, quickly rearing back and hurling the spear with all his strength.

Just as the Vulcan was about to grab Wendy and Carla, it felt a sharp pain in its rear. "OOOWWWW!" it howled, leaping up and accidentally ramming its head into the cavern ceiling. The oversized ape dangled comically, its head stuck in the rock, struggling to pull itself free.

"Wendy! Carla! Keep going!" Ben shouted urgently.

"But Ben! What about you?" Wendy cried out, her voice full of worry.

"Don't worry! I'll catch up!" he assured her, though his heart pounded in his chest. "Just get out of here!"

"Come, child!" Carla urged, pulling Wendy toward the exit.

The Vulcan, finally freeing its head from the ceiling, crashed back to the ground. Rising to its feet, it ripped the spear from its rear and glowered at Ben, rage burning in its red eyes. With a terrifying crack, it crushed the spear in its grip as though it were nothing but a toothpick.

Ben gulped, feeling a wave of dread. "Uh oh..."

"You are dead, little man!" the Vulcan roared, charging like a furious bull.

Ben prepared to dodge again as he had been doing but this time the Vulcan changed tactics. It leaped onto the roof of the cave and sprang off, launching itself to the adjacent wall, putting it directly in Ben's blind spot. Before he could react the Vulcan's massive hand slammed into his right side sending him flying.

Outside the cave, Wendy and Carla had just reached the exit when Wendy abruptly pulled her hand from Carla's grip. "Carla no!" she cried.

"Wendy, what are–?"

"We can't just leave Ben to fight that thing by himself!" Wendy protested, her voice filled with conviction.

Carla lowered her head, frowning. "I... I know but..." She trailed off, equally torn. Her priority was keeping Wendy safe, but she didn't want to abandon Ben either. Still, what could they possibly do against that monster?

"You are dead, little man!" The Vulcan's enraged shout echoed from inside the cave.

Without hesitation, Wendy turned and ran back into the cave.

"Wendy, wait!" Carla called out following close behind.

They rushed down the tunnel and arrived just in time to witness the Vulcan backhanding Ben into a stone wall, sending him crumpling to the ground face-first.

"BEN!" Wendy screamed in horror.

Carla starred in shocked dismay, her heart sinking. "No... is he…"

The Vulcan hearing Wendy's cry turned its head to leer at her. Wendy trembled as fear gripped her. "Ah good. Wife came back," the beast growled, reaching out with its long arms to scoop her up in one hand.

"OH NO! Wendy!" Carla cried out, panicked.

Wendy struggled but the Vulcan tightened its grip—just enough to restrain her without causing harm.

"Let her go, you big brute!" Carla ran up and pounded uselessly against the Vulcan's legs. The creature glanced down unimpressed and used its hand-like feet to flick Carla away. She slammed into the cave wall with a thud, collapsing to the ground, barely conscious.

"Carla!" Wendy cried out, tears filling her eyes.

The Vulcan hooped and hollered in victory before turning its attention to Ben, who still lay motionless on the ground. "Now to get rid of the trash," it sneered.

"NO! Please, leave him alone!" Wendy begged, her voice trembling as tears spilled down her cheeks.

The Vulcan shook its head. "No can do. Won't let anyone come between us!"

Meanwhile Ben grimaced as he shakily pushed himself off the cold stone floor, his arms trembling from the effort. His mind was in a fog of pain, the metallic taste of iron lingering in his mouth. He wiped his face and felt a warm liquid dripping from his nose—blood.

Lifting his head, he saw the Vulcan stomping toward him, and to his horror, it had Wendy in its clutches again. "No! She and Carla should've run!" he thought frantically, his heart pounding. "Dammit! I gotta do something!"

BEEP. BEEP. BEEP.

His attention shifted to the green gauntlet on his wrist. The tubes and dial flashed yellow.

"Scanning…" a mechanical voice announced as the dial extended outward, shooting two beams of yellow light—one over Carla who lay unconscious nearby and the other scanning the Vulcan from head to toe.

"Unknown DNA samples acquired. Scan complete." The beams vanished as the dial returned to its original position, glowing softly with a green light.

"Huh?" The Vulcan blinked, momentarily dumbfounded as he looked himself over as if having expected something more harmful to happen when that light went over him. "What you do?"

Wendy, who was still held tight in the Vulcan's massive hand, blinked in confusion, her tears still falling. "What was that? That didn't feel like magic..."

Ben panting and struggling looked intently at the gauntlet. Roubaul's words echoed in his mind: "Perhaps it isn't just a dream, but rather a vision."

He remembered the dream vividly—how he'd accidentally activated the device, pushed down the core and transformed. His eyes focused on the familiar hourglass symbol on the dial. "It looks different, but the dial has the same symbol," he thought.

Wendy's advice from their training session also rang in his ears: "First, you need to focus on that feeling from your dream—the moment you transformed. It's all about finding that connection inside you."

"...Maybe…" Ben's shaky hand reached for the dial and to his surprise it extended outward just as it had in the dream. This time however a green-tinted hologram of a creature appeared above the dial.

Ben's eyes widened in recognition, thinking, "Wait! I know that guy!"

The Vulcan recovering from its brief confusion grinned menacingly and loomed over Ben. "You shouldn't have disrespected me punk. Now I'm gonna finish you off for good this time!" It raised its massive fist high above Ben, ready to strike.

"No! Please don't!" Wendy cried, her voice pleading as she clenched her eyes shut, tears streaming down her face.

As the Vulcan's fist came crashing down, Ben made his choice. "Guess now's as good a time as any to give it a try." he thought, his mind racing. With no other options he slammed his hand down on the core.

Suddenly the entire cave was flooded with brilliant emerald light. The intensity forced the Vulcan to shield its eyes and look away. The flash was brief, but when it faded, Ben was gone.

In his place stood a peculiar new being.

It was a large, green humanoid tortoise with flipper-like arms and stumpy legs. Three clawed fingers and toes extended from the tips of its flippers and feet. Brown splotches marked its upper legs, toes, and shoulders, while its torso had six holes in the chest plate of its shell. At the center of its chest was the same hourglass dial that had been on Ben's gauntlet.

"Terraspin," the creature announced in a voice that sounded oddly sleepy. Then it blinked. "...Wait… why did I just shout that name out loud?"

Wendy's jaw dropped as she stared at the being now called Terraspin. "B-Ben…!?"

The Vulcan frozen mid-swing gawked at its newly transformed adversary dumbstruck and utterly confused.

Without missing a beat, Terraspin swung his right flipper smacking the Vulcan square in the face. The green ape-like creature flew across the cave and crashed into the wall with a loud thud. Wendy, who had been in the Vulcan's grasp, was released midair. Terraspin quickly caught her with his other flipper, cradling her gently.

"Wendy, are you alright?" Terraspin asked, his voice filled with concern.

Lying on Terraspin's smooth flipper, Wendy looked up at him in sheer amazement. "Ben…? Is that really you?"

"Yeah, it's me," he confirmed, sounding just as surprised as she was. "Looks like I can transform after all." Carefully, he lowered his flipper, allowing Wendy to stand on her feet again.

Wendy gasped in awe, her wide eyes shining. "Oh wow! You're a giant turtle!"

"Actually, I think I'm a tortoise." Terraspin corrected while looking himself over as if to confirm his own words.

A painful grunt alerted their attention as the Vulcan slowly rose from the floor.

"And that's our cue! Run!" With that Wendy and Terraspin bolted for the exit—or in Terraspin's case, lumbered. Along the way, Wendy scooped up a dazed Carla into her arms and dashed ahead of the slow-moving tortoise man.

"I am really slow," Terraspin mused dryly.

Shaking the stars out of its vision, the Vulcan noticed Terraspin and Wendy making their escape. "NO! Give me woman back!" it roared furiously, charging down the tunnel after them.

The pair didn't make it far outside the cave before the gorilla creature surged out of the darkness and tackled a stunned Terraspin to the ground.

Roaring angrily, the beast pulled back its fist, ready to pound Terraspin's face, but the tortoise-man instinctively retracted his head into his shell. The green ape grimaced as its fist connected with the hard shell; it was tougher than it looked! Fueled by rage, the Vulcan ignored the pain and unleashed a barrage of blows into Terraspin's shell.

"No!" Wendy shouted. "Leave him alone!"

The Vulcan ignored Wendy's plea and continued its relentless assault. Though his super-hard shell protected him from any real pain, the constant blows were getting annoying.

"Get off me!" Then as if by instinct Terraspin's arm-flippers straightened out while his legs morphed together to form a third blade much to the Vulcan's confusion. Suddenly, the three blades began spinning like a fan and gusts of wind blasted from the holes in his shell.

The green ape-monster was caught off guard by the sudden tornado that sent it spinning high into the air. When his adversary was airborne, Terraspin slowed his spinning, allowing his leg-flippers to separate and return to normal, while his head popped back out of his shell. With the twister dissipating, gravity took over as the Vulcan crashed into a nearby tree.

Wendy's eyes sparkled with excitement. "Your take-over has wind magic?! That's incredible!" she squealed in exhilaration at seeing her friend utilizing magic similar to her own.

"Uh, thanks…" Terraspin replied. "I don't know how I did that. It was just an impulse…"

Stirred awake by Wendy's excitement, Carla's eyes began to flutter open. "Huh…wha…"

"Oh, Carla! Are you okay?" Wendy asked with her voice full of concern.

"Huh…?" As her blurry vision refocused Carla noticed they were outside. That and a strange humanoid tortoise was fending off the Vulcan. She blinked twice to ensure she wasn't seeing things but sure enough she wasn't. "W-what is that?"

"That's Ben," Wendy replied.

"WHAT!?" Carla exclaimed in shock.

"Yeah!" The bluenette nodded enthusiastically. "He really is a Take-Over wizard."

"My word…" Carla stood slack-jawed, unable to believe what she was seeing.

Meanwhile, Terraspin rolled off his back and used his flipper-arms to push himself upright. A loud cracking sound drew their attention. Turning, they saw the Vulcan stepping into view, clutching an uprooted tree in both hands, much to their surprise.

"Big dumb turtle!" the green gorilla roared angrily. "You won't steal my wife!"

"Would you seriously drop it with that!" Terraspin demanded, exasperated. "She's a twelve-year-old kid you sick creep, so do us all a favor and just get lost already!"

The Vulcan's eyes narrowed while it growled menacingly. "But this is my turf, punk!" Rushing forward it swung the tree at Terraspin who crossed his flippers to shield himself. Although he blocked the strike, the sheer force behind the blow sent Terraspin flying onto his back. The Vulcan followed up by repeatedly smashing the tree against the shelled creature. Pieces of wood splintered and flew in every direction with each impact.

"NO! STOP!" Wendy cried out as her voice was laced with panic.

"Wendy!" Terraspin shouted, still shielding himself with his flippers. Though the blows didn't hurt him, the weight of the strikes was slowly forming an indentation in the ground beneath him. "Stop standing around and fight!"

"But Ben, I—"

"Remember what I said yesterday!" Terraspin retracted his head into his shell just as another piece of the tree shattered upon impact. "You're stronger and smarter than this guy, Wendy! You don't have to be afraid!"

Carla now fully awake, hopped out of Wendy's arms and looked up at her with conviction. "He's right, child! You're a Dragon Slayer! You're more than capable of defeating this ruffian!"

"You're never going to grow if you keep doubting yourself."

"You can do it. You just have to believe you can. I know I do."

Wendy watched as Terraspin continued to block the Vulcan's relentless strikes, his shell now half-buried in the earth. Ben and Carla had come to rescue her. Her friends back at Cait Shelter were probably searching everywhere, worried sick about her.

All of this was happening because she had let fear control her. When the Vulcan had ambushed them, instead of standing her ground, she panicked and allowed herself to be taken.

Pathetic. Weak. Coward.

Wendy's fists clenched as a new expression of determination crossed her face; her companions' words finally sinking in.

"They're right." Without saying another word, Wendy sprinted forward.

"Wendy!?" Carla gasped, startled by the sudden movement.

Wendy jumped into the air, determination fuelling her every action. "I don't enjoy combat at all. However, to protect those I care about I must put that aside... and fight with all my might!"

"Sky Dragon's Crushing Fangs!" Charging her right hand with a magical whirlwind, she lashed out. Wind trailed fiercely from her fingertips, and the Vulcan staggered back, shocked as its makeshift weapon was torn apart by the powerful gust.

"Grandeeney may not have taught me a lot of combat moves but I know enough to defeat this thing! I just have to stop doubting myself!" Generating a powerful gale from her feet to keep herself airborne, Wendy swung her legs down at her target. "Sky Dragon's Claw!"

The Vulcan was too stunned to react as Wendy's wind-empowered kick sent it hurtling backward, crashing through a tree.

"Good hit, Wendy!" Carla cheered from the sidelines.

Terraspin, taking advantage of the distraction, regained his bearings and stood back up. "Way to go Wendy!" he said while managing a smile in his tortoise form.

Wendy landed gracefully, glancing over at her friends with a bashful smile.

"Wife…?" The Vulcan staggered to its feet, its green fur disheveled and messy, revealing bloody scrapes. "You… hit me…?" It sounded confused and almost hurt.

Wendy scowled. "I'm not your wife! And I won't let you hurt my friends anymore!"

"Grr!" The Vulcan's face twisted with animalistic rage. "Oh yeah!?" It ripped a large branch off a nearby tree. "If I can't have you, no one can!" It hurled the limb directly at Wendy.

Without hesitation, Terraspin jumped in the way. Shifting his body into "fan mode," he sliced the branch in half with his spinning blades, the two halves landing harmlessly on either side of Wendy. The Vulcan stood dumbfounded. Returning to his bipedal form Terraspin hovered next to Wendy.

"Guess he doesn't take rejection well." he remarked dryly.

"Thanks for the save, Ben!"

"Don't mention it." Terraspin glanced at her. "Listen Wendy I don't know about you but I've had enough of this creepy monkey. How about we send him flying?"

Wendy nodded eagerly. "Right!"

They stepped apart, Wendy widening her stance while Terraspin hovered in midair, entering his fan mode once more.

"NO! I claim that girl as my wife!" The green beast rushed at them on all fours. "It's lonely out here!"

"Sorry, but I refuse!" Wendy shouted. "You can't just kidnap girls to make them your wives! Hopefully you learn that lesson today!" She inhaled deeply preparing her spell. "I'm Wendy Marvell, daughter of Grandeeney, the Sky Dragon! I'm a proud member of Cait Shelter! I won't let fear control me anymore!"

"Sky Dragon's…" Wendy began her incantation as Terraspin's blades spun faster, generating a powerful wind. "...ROOOOOOOAAARRRR!"

Their combined attacks formed a massive tornado that slammed into the Vulcan. The terrified beast was helpless as the gale lifted it off its feet, sending it spiraling high into the sky and far away into the forest.

Carla, who was struggling to hold onto a nearby tree branch, fought against the strong winds swirling around the area. The wind was raging almost like a storm announcing a hurricane's arrival.

As Wendy and Terraspin concluded their attacks the winds died down and debris fell unceremoniously to the ground. Wendy collapsed to her knees, taking deep breaths to replenish her magic reserves. Terraspin shifted back to his feet. In front of them, a deep furrow cut through the forest stretching for over a mile.

"Whoa…" Terraspin thought, blanched by the damage. "...that may have been overkill." He was relieved there were no towns nearby.

Catching her breath, Wendy stared at the aftermath, momentarily stunned. "W-wow…"

"Heh," Terraspin smirked as best he could in his form. "Don't underestimate the wind. Am I right?"

Wendy giggled and nodded. "Yeah!"

"Wendy…" The young mage turned to see Carla standing behind her and to the surprise of both of them she had tears of pride in her eyes. "...well done. Well done, child."

Wendy beamed, laughing a little as pride swelled in her chest.

Terraspin smiled at the moment Wendy and Carla shared, but then paused to look over his new form. He immediately noticed the hourglass-shaped dial positioned in the center of his front shell plate. "It's the same symbol that was on the gauntlet. Wait…"

Without warning, fragmented scenes began flashing through his mind—memories of using the gauntlet to transform into various forms. So it wasn't just Terraspin. He had other take-over forms too? Was one of them the fire-and-magma being from his dream?

Suddenly something clicked in his head and his green eyes widened.

Wendy and Carla finally noticing Terraspin's silence turned their attention toward him.

"Ben? Are you alright?" Wendy asked concerned.

The bipedal tortoise snapped out of his thoughts and glanced down at the Sky Dragon Slayer and the white feline. "Huh, what?"

"She was asking if you were alright?" Carla repeated, her voice carrying a hint of genuine concern. "But it looked like you were deep in thought. Is something bothering you?"

Terraspin, still reeling from the new but useful information flooding his mind, replied, "Not exactly. It's just… I think I remember my abilities—partially."

"You mean the abilities of this take-over form?" Carla asked, still studying him.

"He calls it Terraspin!" Wendy added excitedly.

"Terraspin, huh?" Carla mused. "So, you figured out how to use your magic while I was unconscious?"

"More or less. I remembered a few things actually. For one, the thing on my arm—or chest now—is called the Ultimatrix."

"Ulti-matrix?" Wendy tilted her head in confusion, looking adorably puzzled.

"An unusual name," Carla commented.

"Yeah, I know." Terraspin chuckled then glanced at the sky noting the sun's position. It was already mid-afternoon. "I'll explain more later. Right now, we should head back to Cait Shelter. Everyone must still be worried sick."

Wendy and Carla both agreed with Terraspin's suggestion, but a new issue presented itself.

"I can fly Wendy back," Carla said, summoning her angelic wings. "But what about you?" She looked at the large tortoise. "I'm not strong enough to carry you both, even if you change back into human form."

Terraspin grinned. "Actually, you won't need to fly us back, Carla. I just remembered something else this form can do."

High above the Worth Woodsea, Terraspin soared through the sky, his flipper-like appendages spinning rapidly like a helicopter. Wendy and Carla lay securely on top of his shell, clutching the edges to steady themselves as they flew.

Wendy laughed enthusiastically, her long blue hair whipping wildly in the wind. Her excitement was contagious and though Carla's expression remained more composed a small smile played at her lips showing how pleased she was to see Wendy so overjoyed. Terraspin couldn't physically turn his head to look back at them, but the sound of Wendy's carefree laughter warmed his heart.

The Cait Shelter guild was still frantically searching the surrounding areas for Wendy. Roubaul remained in the village coordinating the search efforts, his concern deepening as neither Wendy nor Carla and now even Ben were anywhere to be found.

Suddenly, Roubaul's eyes widened as he sensed three approaching magical signatures. Two of them were unmistakably Wendy and Carla, but the third was peculiar…yet oddly familiar. He wasn't the only one to notice. One of the village's watchguards raised the alarm.

"Incoming airborne object from the north!" the watchguard shouted. "I can't identify it!"

Roubaul and the remaining Cait Shelter members in the village turned their attention skyward, their eyes widening in astonishment as a flying tortoise-like creature descended toward the village.

Terraspin hovered above the rounded plaza, his spinning flippers stirring up a whirlwind that sent tapestries and flags flapping. As he lowered closer to the ground his flippers slowed and he shifted into his bipedal mode.

The villagers stood in stunned silence, unsure of how to react to the sight of the humanoid tortoise before them. However, their shock quickly gave way to joy as Wendy and Carla leaped down from Terraspin's shell revealing themselves safe and unharmed.

"WENDY!" the guild members cried out, rushing forward to envelop her and Carla in a massive group hug much to their embarrassment.

Wendy laughed, overwhelmed by the love. "I'm so sorry I worried you all! Really, I am!"

"Don't apologize!"

"We're just glad you're back safe and sound!"

"Are you hurt?"

As the flurry of questions surrounded Wendy and Carla, Terraspin watched with a smile, feeling a surge of pride and satisfaction. Seeing Wendy reunited with her friends gave him a familiar comforting sense of accomplishment.

While the rest of the guild celebrated, Roubaul's focus remained on Terraspin, disbelief etched on his face. "No… It can't be."

The elderly man cautiously approached the large tortoise. "Um excuse me but…who are you?"

Terraspin glanced at Roubaul with a smirk. "It's me, chief. Ben."

Roubaul's eyes bulged in shock. "W-WHAT?!"

Nearby Cait Shelter members overheard the exchange and gaped in disbelief. "HUH?!"

Wendy giggled. "Turns out Ben is a Take-Over wizard master!"

Roubaul was left speechless, struggling to process the revelation. But before he could respond, the sound of electronic beeping filled the air.

Terraspin looked down to see the Ultimatrix dial on his chest flashing red. In an instant a brilliant crimson light enveloped him and as it faded Terraspin was gone—and Ben had returned to his human form.

Ben glanced at his hands and sighed in relief, smiling. "Was wondering when I'd change back."

The guild members erupted into excited chatter.

"Whoa! It really is Ben!"

"That's incredible!"

"He can change into a giant flying turtle?!"

"Tortoise." Ben corrected, half-smiling.

Roubaul continued to stare at the brown-haired teenager, his expression still one of disbelief. "He has a Take-Over of that species? There's more to you than I initially thought, Ben…"

After Ben, Wendy, and Carla were dismissed to clean up, Roubaul called in the search parties. Wendy changed into a green dress with teal, green and yellow stripes held up by a ring around her neck. Carla wore a simple green skirt with white tribal markings, a teal shirt and a blue bowtie on her tail. Ben opted for olive-green pants that reached past his knees, brown sandals, a sleeveless black shirt and a sash patterned with green and white triangles which slung from his left shoulder to the right side of his lower back.

When the search parties returned, the village was abuzz with relief and joy over Wendy's safe return. As Ben, Wendy and Carla recounted the details of their rescue mission—including Ben's surprising transformation into a tortoise-man—the Cait Shelter members listened with wide-eyed wonder. They were pleasantly surprised if not completely awestruck by Ben's ability.

Once the excitement settled Ben decided it was time to drop another piece of news on the guild. He explained that earlier that day—with Pepel's help—he had recalled the name of his hometown and country. He announced that he intended to leave with the merchant scheduled to arrive in three days. While the guild was happy for Ben's breakthrough, there was an undeniable undercurrent of disappointment. The thought of Ben leaving left many of them saddened but they understood and supported his decision.

Later that evening, as dusk settled over the village, Roubaul decided to throw a celebration. It would be a dual celebration—one for Wendy's successful rescue and another for Ben's partial memory recovery. A feast was prepared inside the guild hall with plenty of food and alcohol to go around though Wendy was of course not allowed any alcohol. Ben, not wanting to be rude, partook in both the food and drink though he was careful not to overindulge.

As night fell campfires were lit across the plaza and the villagers gathered around them for tribal-inspired dances. Drummers played rhythmic beats, while guild members performed ritual dances around the fires, creating an atmosphere of warmth and camaraderie.

Sitting on a stump near the fire, Ben watched the ceremony closely. He couldn't explain why, but something about it felt vaguely familiar. As he observed the dancers and listened to the steady beat of the drums, memories began to surface.

Suddenly, images flashed through his mind:

An adobe village, its buildings made of dried dirt and wood.

A young girl with copper skin and long black hair tied in a ponytail, dancing in the streets in a blue and red dress.

Drums playing in the background, much like now.

Flashes of purple lightning illuminating the sky.

A large, humanoid werewolf howling at the moon.

Ben gasped softly. "Were those memories just now? What triggered that?" His brows furrowed as he glanced back at the dancers. "That girl… she was doing a dance similar to this one. Who was she?"

"Ben?" A soft voice interrupted his thoughts. He looked up to see Pepel standing beside him.

"H-Hey, Pepel. What's up?" Ben asked, a bit flustered.

"I was wondering if you'd care to join me in the celebration?" Pepel inquired, a warm smile behind her veil.

"O-oh, well I'd love to," Ben replied while rubbing the back of his neck sheepishly, "but I don't really know how to do this dance and I don't want to disrespect your traditions or anything…"

Pepel giggled softly and gently took his hand. "Nonsense. Come on, you'll catch onto the rhythm if you give it a try. No one will be offended if you make a few missteps."

Ben glanced over at the dance circle, noticing Maguna, Wendy and Carla among the dancers clearly enjoying themselves. The firelight flickered across their faces as they moved in time with the drums. It did look fun. He turned back to Pepel and after seeing the encouragement in her eyes his decision came easily.

"Alright. You convinced me," he said, standing up. Pepel's eyes shone as she led him toward the fire pit.

They quickly joined the dance circle with Ben standing between Pepel and Wendy. At first Ben stumbled comically, struggling to match the rhythm and footwork. His awkward movements earned a few chuckles from the other dancers, including Wendy who giggled at his failed attempts to keep up.

There was even a moment where, in his clumsiness, Ben tripped and accidentally stumbled into Pepel, sending them both toppling to the ground. To make matters worse, Ben face-planted right into her chest.

"So cliché!" he thought in embarrassment.

But what wasn't cliché was the way both of them simply laughed it off. Rather than getting flustered or apologizing profusely Ben helped Pepel back to her feet and they rejoined the dance with only a faint blush lingering on their faces. The alcohol in Ben's system likely helped keep him from turning into a stuttering mess.

After a few more moments of stumbling, Ben began to catch onto the rhythm. His movements smoothed out and soon he was in sync with the rest of the group. The air was filled with the lively sounds of drums, foreign chants and laughter as the celebration carried on.

From his usual seat in the guild hall, Roubaul watched the festivities unfold through the open doorway. His gaze occasionally drifted to Ben and a small smile crept across his bearded face as he saw Pepel pulling Ben into the dance circle.

"Ah yes," Roubaul mused with quiet amusement. "A strapping young man like Ben was always Pepel's type."

As much as he enjoyed the festivities, Roubaul had an important matter he needed to discuss with Ben. But that could wait. For now he was content to let everyone enjoy the celebration. He felt a sense of peace knowing that even in his current state he could bring some happiness to three individuals.

Later that night, the festivities began to wind down as the firepits slowly lost their flames. The sky above was a blanket of stars, with the moon in its waxing crescent phase hanging low on the horizon.

After helping clean up, the guild members bid each other goodnight and headed off to their respective homes. Ben and Pepel found themselves carrying a passed-out Wendy and Carla in their arms. The two succumbed to exhaustion after the day's stressful events and rounds of dancing. They had promptly fallen asleep as soon as the celebration ended.

Upon reaching Wendy and Carla's shared hut, Ben and Pepel quietly stepped inside and laid the pair in their respective beds. Once they were tucked in, Ben couldn't help but smile at Wendy's peaceful sleeping expression. It reminded him of something… or someone.

For a brief moment, a flash of memory surfaced. He saw a girl around his age with auburn hair and emerald eyes just like his own. "Who is that?" he wondered as his mind scrambled to make sense of the sudden image. "My sister maybe?"

Ben and Pepel exited the hut quietly and began walking side by side down the path, the soft night air surrounding them.

"You were staring pretty intently at Wendy back there." Pepel noted with an amused tone.

"Oh, I was?" Ben's cheeks warmed slightly in embarrassment. "S-sorry, I didn't mean to be weird. I was just… thinking if I had any siblings back home."

"Did you recall any?" Pepel asked gently.

"I think… maybe," Ben replied with a hint of frustration in his voice. "But I don't know for sure."

Pepel laid a comforting hand on Ben's shoulder. "Don't worry. If they exist, I'm sure you'll remember them in time. Your heart will guide you."

Ben gave her a grateful nod. "Thanks Pepel."

"You know, you've become a big brother figure of sorts for young Wendy," she added half-seriously/teasingly.

"You think so?"

Pepel nodded with a soft smile. "She'll definitely miss you when you leave." Her gaze lowered slightly, a tinge of sadness creeping into her voice. "And… she's not the only one."

Ben frowned, understanding the deeper meaning behind her words. "Pepel—"

"Ben."

Their conversation was interrupted as they turned to see Roubaul standing in front of them.

"Chief?" Ben asked, surprised to see him still up. He had expected the old man to have retired for the night after the long day.

"Pardon the interruption, but may I have a word with you Ben?" Roubaul asked with a nod, his tone calm but carrying a sense of urgency.

Ben blinked in mild confusion. It was late—what could Roubaul need to discuss that couldn't wait until morning? "Oh… um sure, I guess." He shrugged casually.

Roubaul gave a grateful nod.

"I'll leave you two to talk. Goodnight Ben." Pepel said bowing slightly before walking off, a trace of gloom in her demeanor.

Ben watched her go, a frown forming on his face as guilt gnawed at him. He couldn't help but feel responsible for her sadness.

Roubaul led Ben to a nearby fire-circle, the glowing red embers casting soft shadows around them. They sat in silence for a moment, the only sounds coming from the distant chirping of insects and birds from the forest. Ben was about to speak when Roubaul broke the quiet.

"Ben… you've adapted quite well to life here in Cait Shelter, despite your memory complications," the guild master began.

"Thanks sir." Ben nodded, though he couldn't shake the feeling that this conversation was leading somewhere more serious.

"Pepel and young Wendy have also taken a strong liking to you," Roubaul continued. "And even if she won't openly admit it, Carla has come around to you as well."

"Really?" Ben was genuinely surprised. Carla had always seemed a bit indifferent towards him but now that he thought about it, she had seemed warmer especially after their rescue mission. Was the chief about to ask me to stay in the village?

Roubaul hummed softly and nodded. "Which brings me to the reason for this private discussion." He paused, looking directly at Ben. "I would like to ask if you—"

"Chief," Ben interrupted, "if you're asking me to stay here, I have to respectfully decline." He shifted a bit, his tone apologetic. "It's not that I don't like you guys or anything. Far from it. But I have to get back home to Bellwood. My family and friends are probably worried sick—"

"Please let me finish." Roubaul cut in gently but firmly. "That's not what I wanted to ask." His eyes met Ben's with a calm, yet serious gaze. "What I wanted to ask… is if you would consider taking Wendy and Carla with you on your journey?"

Ben blinked in confusion. "Uh… what?" He was stunned. "Why?"

Roubaul's gaze dropped to the glowing embers, a reflective look crossing his face. "You may not know this, but everyone here in Cait Shelter was born into this guild. Everyone except for Wendy and Carla. They were adopted into our family."

"Adopted?" Ben repeated, trying to process the sudden revelation.

"Yes." Roubaul nodded, his tone steady as he began to explain. Over the next few minutes, he recounted how Wendy and Carla had come to Cait Shelter. Several years ago, a young blue-haired boy had brought Wendy to the village, asking Roubaul to care for her because he could no longer do so. Though initially hesitant, Roubaul had accepted, unwilling to turn away a child in need. Later, a mysterious egg was found near the village, and it eventually hatched into Carla, a baby flying white cat, much to Ben's confusion.

"Wait… Carla hatched from an egg? That doesn't sound right…" Ben thought, raising an eyebrow. "I'm confused," he said slowly. "Why would you want Wendy and Carla to come with me? Are you kicking them out because they weren't born into the guild or something?"

"No!" Roubaul raised his voice before calming down and shaking his head as if offended he would even think that. "Blood ties have nothing to do with it whatsoever."

"Then what is it?" Ben asked while narrowing his gaze as suspicion was creeping into his voice.

Roubaul exhaled heavily. "Truthfully… I wish to see young Carla and Wendy grow, form bonds with those outside the guild. We are a remote village that specializes in textiles. Hardly the place for budding wizards. Wouldn't you agree?"

"Maybe," Ben shrugged, feeling unsure. "This is the only guild I know of so far… and it's probably the only one Wendy and Carla know too."

"Hence why I believe they should venture out and explore better options. The grass is greener on the other side of the fence, as the saying goes," Roubaul explained. "And you've proven yourself to be a trustworthy person. I believe they would be in safe hands with you."

Ben was touched by the chief's trust. He could even understand where Roubaul was coming from, but he still wasn't fully convinced. There was one glaring issue with the request.

"Chief, I understand what you're saying, but I'm afraid I have to decline. It's not that I don't like Wendy and Carla or anything, but I can't guarantee their safety if I were to bring them with me."

Roubaul looked at Ben curiously, prompting him to elaborate.

"I know the name of my hometown and my country but that's it. I don't know where they are, I don't know where my journey will take me or what dangers I might face. I couldn't live with myself if something happened to them… or worse."

"Ah… I see." Roubaul nodded, understanding Ben's concerns.

"Besides," Ben continued, "I overheard them talking at dinner about taking more requests from outside the village soon. They'll have plenty of chances to meet other people from different towns across the kingdom. They'll be fine, chief."

He smiled inwardly while thinking. "Especially now that Wendy has more confidence in herself."

"You bring up fair points. Very well, I respect and understand your decision," Roubaul said sincerely.

"Wendy and Carla love this guild and everyone in it," Ben added. "Cait Shelter might be small and remote, but I think they'd rather make a name for themselves here than join a bigger guild, no matter how popular it might be."

Roubaul hummed thoughtfully, gazing into the embers as if lost in thought. "I understand. Still… I do wish for them to form friendships beyond the village. They need that."

Ben grinned. "Well… they've already made one friend in me."

Roubaul turned back to him, chuckling softly. "That they have." His tone then grew serious. "Ben, I have one last question."

"As an amnesiac, I can't guarantee a straight answer," Ben joked, trying to lighten the mood.

"That take-over form you used earlier… what do you know about it?"

"Terraspin? He's strong, durable and can create whirlwinds and tornadoes with his appendages and the holes in his shell. But he's slow on his feet," Ben replied, recounting the form's abilities.

"Do you know when or where you acquired that take-over?" Roubaul pressed further.

Ben shook his head. "No idea. Why do you ask?"

"Oh, just an old man's curiosity." Roubaul said with a small smile. "That's all I wanted to discuss, Ben."

"If you say so," Ben said, partially confused. "Goodnight, chief."

They bid each other farewell and went their separate ways. As Ben walked toward his hut, he couldn't help but wonder, "Why is Roubaul so curious about Terraspin? Does he know something?"

Meanwhile, Roubaul walked slowly down the stone pathway toward the guild hall. He paused, staring up at the starry sky. "I never thought I'd see a Geochelone Aerio again. Perhaps Ben's presence here is no accident after all." He glanced northward, toward the source of his deepest regret. "Could he be the one?"

A/N: The story is back! On both Fanfiction and Archive of Our Own.

Credit to Masamune X23 for beta reading this and the last chapter.

Okay, I apologize to those who were favorited/followed this story and were confused over why it was suddenly deleted. Truthfully, I wasn't pleased with the flow of the story and how forced some of the relationships were. So, I decided to pull a Celestialsapien and start all over with a clean slate.

If you've been reading so far, you'll notice that there have been some additions and changes compared to the old version. You can expect some more in the coming chapters, however, it will still follow the basic flow from the initial version.

Also, I still intend to keep the harem aspect of this story but I'm going to build it up and not rush it as I feel it does compromise the integrity of the story.

The same rules from the initial story remain though.

I will be using aliens from Omniverse, Alien Force/Ultimate Alien, and the Original Series at my discretion. I also plan to use some alien forms (especially their Ultimate Forms) that were featured on The Ink Tank on YouTube.

This story will be paced quickly, and I will not be going into too much detail on the canon arcs. This is mostly going to focus on original content.

And I plan to keep the word counts for each chapter between 5k-10k words.

Next chapter: Ben shows off some of his transformations to Wendy and Carla, including two new forms. Ben says his goodbyes to the Cait Shelter guild as he begins his journey to finding his home and regaining his memories.

As always, I do appreciate the support I've received. Please leave any comments or critique in the review box. Until next time!