Ben 10: Guild Mage

By Dark Mage Wyvern Lord

AN: I decided to write this to go with the rising popularity of Fairy Tail fics. Plus it's an idea I've wanted to put out for a while. Also this story starts during Weapon XI part 2 on the Ben 10 side of things, while on Fairy Tail, it starts after the Celestial king welcomes the S-class trials team back with a few days extra to spare. The reason being is I loved the Rooters arc. It's a great idea, a rouge unit of plumbers tries to kill Ben, simply because the leader was afraid of what Ben could do with the Omnitrix, instead of what he's done. It reminds me of how popular Justice League Unlimited was via the Cadmus Arc. My main problem is how it was so short. We only had four episodes for it. (Three from Omniverse and technically speaking one from alien force). I mean we had two arcs for Malware's evil plan and Maltruant's time war, and even Psyphon and his cronies had more screen time than the Rooters. So why not go further with Servantis? Plus it would have been nice to learn more about Ragnarock's involvement in the conspiracy a bit more. It also pains me to see Cartoon Network end the series so quickly. End of an era my friends. Now enough of me ranting, now sit back and enjoy.

Chapter 1: A change in plans and Dimensions

Ben slowly stirred as he felt Kevin's strange hands gripping his body. Though being rudely awakened by an electrical shock didn't help either. To his surprise the Amalgam Kids were all present alongside Servantis. The Rooter leader smugly looked over a strange chamber.

"This Tennyson is a non-Balearic- chamber." Servantis chuckled, darkly." It will completely destroy both you and the Omnitrix completely, making it so you can't come back in this or any other universe."

"As if I would let you get so lucky you paranoid buffoon." A techno voice said darkly.

However, before anyone could do anything, the chamber shook violently, and red circuitry ran all over it, causing everyone present's eyes to widen. With Ben's widening in fear.

"Malware." He gasped.

"What!" Servantis demanded.

Just then, the chamber collapsed and out came a familiar saurian Galvanic Mechamorph. Except now his tachyon cannon was relocated to become his tail and his body was a bit scrawnier, reminding Ben of how he looked originally.

"How are you alive?" Ben asked afraid.

"This ally of yours won't save you Tennyson." Servantis ordered. His gem shot a series of electrical blasts, aimed right at Malware. The monstrous Galvanic Mechamorph's body was soon covered in an energy field, reflecting the blasts.

"Levin!" Servantis ordered, infuriated. Kevin threw Ben to the side and charged at Malware. However Malware took a deep breath and released a sonic pulse. When it hit Kevin it returned him to normal. But the attack didn't stop there, it hit the Amalgams and Servantis, causing them to kneel in pain.

"That, that's my." Servantis began, struggling in pain.

"Your DNA disruptor wave cannon?" Malware chuckled darkly. "Yes, true it was meant to use on Levin in his mutated form, I made some improvements, disabling anyone with hybrid DNA." He then turned his attention to Ben. "As to answer your question Ben, I survived the same way I did 5 years ago, I created a symbiotic software patch copy of myself and placed it in the Plumbers' database." Malware explained, remembering of when he got hit by the tachyon cannon in the Mount Rushmore base and when he got into Rook's truck. "However the process of rebuilding myself in such a way is tedious and long. However, being inside the Plumber mainframe, I learned of these Rooters, and hitched a ride in Servantis' comm-link, then helped myself to this wealth of technological wonders."

Ben tried activating the Omnitrix, only to find it still recharging. So, plan B, get the bad guy to talk about himself more. "So that giant stone version of you on Galvan Prime?"

"A mere shelf of my former self." Malware chuckled. He then turned to Servantis. "Now it only seems reasonable that I show my gratitude for my new body, by destroying the biggest idiot present." Malware then turned to Servantis.

"What?" Servantis demanded in fear.

"You see, the only reason I show myself is not to save Tennyson, but the Omnitrix." Malware explained with a sneer. "Limitless DNA samples you could experiment with, and you wish its end?" Malware's shoulders then shifted, revealing bazooka like cannons. "Not even Animo is that much of a fool."

"Wait how did you?" Ben began, only to remember he said he was in the mainframe.

It was then Swift limped her way into the room. "Proctor!" She shouted scared, Malware was charging up, preparing for one massive blast.

At this moment, Ben jumped on Malware, and pulled him by the spines causing the mutated being to fire upwards.

"Get off of me Tennyson!" Malware ordered.

"Swift." Servantis ordered, noticing the half-Areophibian, and slowly getting up. "Fire!"

Swift prepared a Nero-shock blast for the both, but was strangely hesitant.

"Agent Swift, fire on the two now!" Servntis roared angrily.

It was then, Malware crashed into a wall, revealing several pieces of equipment, among them a Null Void projector, meant to return one to Earth.

"Get off me Tennyson." The mutated villain demanded.

"Not going to happen, Mal-weird." Ben said, trying his best to hold on.

Just then the two slammed into the projector, causing the device to discharge a massive amount of energy from Malware's body.

"Well, this will work all the same." Servantis chuckled darkly.

Ben tried to get off of Malware at this point, only for the Galvanic Mechamorph to grab him by the Omnitrix.

"You're not getting away that easily." Malware shouted in pain, his powers slowly taking over the device.

"And hear I thought you didn't like me." Ben quipped with a groan.

Servantis then shot a powerful electric blast at the projector. "Goodbye Tennyson, the universe will be a better place without you." He roared with glee.

The projector finally blew up, taking Ben and Malware with it.

"Finally, the universe is rid of the oncoming storm!" Servantis shouted with glee. Swift on the other hand wasn't so certain. It was then a massive pink/violet energy blast appeared behind the rouge plumbers.

"What DID YOU DO!" Gwen demanded with rising rage.

-Magnolia Beach-

Natsu and the others laid down in sorrow, they had lost three months of training due to the party from the celestial spirits, and the games were in three days.

"Man this sucks." Natsu groaned. He was a guy roughly sixteen years old with spikey pink hair, best known as Salamander, the Fire Dragon Slayer.

"For once, I agree with you." Grey, said. He was roughly Natsu's age and famous for two things, once being an ice-make wizard, and two randomly stripping down to his boxers without realizing it.

"Both of you enough!" Erza demanded. She was best known as Titania, queen of the fairies. What made her so strong wasn't just her unrivaled strength and magic, but also to use the power Re-quip to switch out full armors, not just weapons.

"Yeah, stop complaining about it you two." Lucy said. She was a blonde girl, though prone to excessive amounts of rage, was also Fairy Tail's celestial spirit wizard. Among her collection of spirit summoning keys were 10 of the 12 Gold Zodiac Keys.

"Aye sir." Happy said. He was one of Fairy Tail's three exceeds. Just then the beach going wizards attention was diverted to a massive energy based explosion.

"What was that?" Wendy asked. She was the youngest of the three of Fairy Tail's Dragon slayers. Her Exceed partner Carla was more of a parent than the other two cats.

"Let's find out!" Natsu shouted excitedly, running off to the explosion.

"Natsu wait!" Lucy shouted with her usual anger.

"You should know by now that doesn't work." Happy reminded with a sweat drop and his wings active.

Ben was presently running from Malware's assortment of energy blasts, repetitively trying to activate the Omnitrix. However it was switching between its normal color scheme and the reverse repetitively.

"This so cannot be happening." Ben gripped, dodging another blast.

"I will kill you this day Tennyson, if it's the last thing I do!" Malware shouted, prepping a massive energy blast.

"Fire Dragon: Iron Fist." Natsu slammed his fist into Malware, causing the techno monster to slam into some trees.

"Ice Make: Geyser!" Grey placed his fist on his open palm and blasted Malware with a powerful icy wave.

Erza, in her Heaven Wheel armor released a series of swords at Malware, slashing the monster.

"Why are you attacking this man?" Erza demanded.

"Because you fools." Malware began, regenerating from his injuries. "He's ruined my plans for domination far too often."

Erza was taken aback by Malware's response, she couldn't sense any magic from Ben.

"Who cares, let's kick his butt!" Natsu shouted, as the others showed up.

Malware took notice of his opponents and realized he couldn't take all of them on. His attention promptly turned to Ben. "Until next we meet Tennyson." He fired an energy blast at the ground at his feet, causing a massive dust blast. When the smoke cleared, Malware was gone.

"Ok, thanks for the save." Ben said, dusting himself off. However Erza quickly had several swords at Ben's throat.

"Uh, are these really necessary?" Ben asked, slightly frightened.

-Later-

Dear Mom,

I know it's been awhile, but you're never going to believe what just happened to us today. Today we met a person from an alternate dimension that wasn't Edolas. His name is Ben Tennyson and he had quite the story to tell us.

Lucy paused for a moment, and looked over at Ben who was talking things over with Makarov and the others. Erza was still in her Heaven's Wheel armor, not trusting him.

Apparently, he comes from a world where magic is considered a myth and technology reigns supreme. I was skeptical at first but then Happy found this device he dropped called a smart phone. It not only lets you talk to people long distance but it has all of these cool features on it ranging from games to general usage. Wendy is presently hooked on this game called Angry Birds.

She paused again to see Wendy still playing said game.

But what everyone is having trouble believing is how he got here in the first place. Apparently his grandfather was a part of an intergalactic police force called the Plumbers. Because of his involvement, Ben accidently received a device called the Omnitrix, which lets him turn into aliens. For years he had used it to be a super hero and save countless lives. And apparently the universe a billion times over. That part, I don't believe though. However another plumber named Servantis, who was a part of a unit called the Rooters, was afraid of what Ben could do, like destroy the universe with it. So this Servantis guy had manipulated people in a desperate attempt to destroy Ben. Among them included his friend Kevin. He almost destroyed Ben, but to his luck and surprise, this monster called Malware stopped Servantis only to try to get the Omnitrix himself, and he wound up here.

Lucy paused once again, only this time with a worried look on her face. Ben may have looked harmless, but his storied about aliens and being from an alternate dimension sounded incredibly farfetched, even for her.

But deep down, something's preventing me from trusting him.

"C'mon turn into an alien so I can fight you!" Natsu demanded with a flame coming out of his mouth.

Makarov raised his hand which tripled in size, and slammed it on top of Natsu. "Enough boy, we can't go fighting everyone we come in contact with, especially with the games coming up." The guild master paused a moment to cough.

"You ok?" Ben asked, not liking the sound of that.

"I'm fine, I appreciate your concern." Makarov admitted, liking this boy. "Now there's the matter of your living conditions."

"Master, you aren't suggesting he join Fairy Tail?" Erza asked shocked.

"Of course, I sense he isn't lying." Makarov stated, coughing again. Just then the hotel shook violently.

"Guys!" Levy shouted, rushing in. "It's Twilight Ogre!"

"What?" Makarov asked, coughing some more.

Just then, the walls burst down, revealing several of Twilight Ogres members. Each holding different lacrima infused weapon and they charged at Fairy Tail.

"Ok, who are these guys?" Ben asked confused, and trying once again to activate the Omnitrix.

"Twilight Ogre is the guild that's been bullying Fairy Tail while we were gone." Makarov answered equally confused to why they were here. Prior to Team Tenrou's training, he, Mira, and Erza had an interesting "chat" with their guild master, Banabooster in regards to their debt and figured they wouldn't be a problem.

"Oh trust me, your debt will be the least of your problems." One thug said randomly.

"Bring it on." Ben said, expecting the Omnitrix to be ready.

"No Ben, if you can't transform then you should run." Natsu shouted, covering his fists with flames.

"You believe him?" Erza asked confused.

"We fought a blob monster, why would he lie?" Natsu asked in a matter of fact tone.

"That makes sense." Erza said with a flat look. The Twilight Ogre goons charged, with the intent of getting their revenge.

Lucy reached for her keys with the intent of summoning Virgo, when she felt a massive hand on her wrist.

"This is the one the boss wanted." An Ogre member chuckled darkly. Another grabbed her key satchel and placed it in his backpack.

"Lucy!" Natsu shouted fearfully. He dodged the attacks of one Ogre thug and slammed his attack into another.

"C'mon already." Ben shouted to the Omnitrix. He didn't know why but he had a burning sensation to help them. It must have been his inner hero.

"Child, hurry and run!" Carla demanded in a panicked tone.

"Good idea." Ben gulped, dodging Gajeel who used his Iron Dragon Club to pin one guy to a wall.

Carla wrapped her tail around Ben's midsection and took flight, heading outside.

"Not so fast kitty." One mage said, he fired a lightning blast from his spear at Carla who fell quickly. Ben fell on the ground and rolled to the side. Ben grabbed Carla in his arms and ran quickly into the woods.

"Ben, Carla!" Wendy shouted in fear.

Ben kept running faster and faster, until he needed a moment to rest.

"C'mon, that kid and the cat have to be here." One goon shouted.

Ben sighed and put Carla under some leaves gently. "Alright Omnitrix, I need you now more than ever, heck I'll even take Nanomech." Once again he desperately slammed the faceplate of the Omnitrix down, only now it released a bright blue glow, and a synthesized version of Ben's voice said. "Error, mass damage done to inner circuitry and software, emergency recalibration activating."

"Tell me you didn't?" Carla asked coming too.

When the light died down, the Omnitrix looked completely different. It was stretched out and bore a similarity to both the Ultimatrix and the prototype the time he and Gwen got stuck in his Sumo Slammer Video game. It was the same bright green he had come to know with black armor like stripes running down the sides. Two white racing stripes ran up the device and connected to the faceplate which looked like how it did before. It was connected to Ben's arm by three armored straps.

"And it does this." Ben gripped. He pressed the faceplate and the holo-ring appeared. Only now, it showed 10 different forms, as well as a 3-d hologram version of the selected alien in the center. "Beggars' can't be choosers." Ben said nervously as Twilight Ogre approached. He tapped the faceplate again and it opened up in an x shaped pattern, revealing the core, which he slapped down, engulfing Ben in a bright emerald light.

"Ben!" Natsu shouted dodging an attack. Gray slammed his foot into one goon's midsection.

"Natsu, we can't worry about some guy who thinks he can turn into aliens!" Grey shouted angrily.

Just then two blasts pushed the Twilight ogre members who were chasing Ben and Carla into the open. One was a powerful flame, the other a mighty blizzard.

"I don't know whether this would be considered hot or cool." A being said with a deep voice. Out came a male golem like figure made up of ice with magma like veins running throughout its body. Its head was well sculpted, looked like a flame, had an orange glow to it, and bore a massive chin. On its back were six smoke stacks pouring out steam. His hands had a crater on each palm which clearly produced the ice and fire combo, as well as three on each forearm. The most out of place feature was a green and black belt around the waist with a green and black hourglass disk belt buckle.

"Ben?" Gray asked surprised as all the combatants took notice of this.

"And you didn't believe me." Ben said with a smug look on his face, this directed at Erza. "But at the moment, call me Freezer-Burn!" As he shouted his name, Freezer-Burn released a powerful spiral fire/ice combo blast at several opponents from his palms. At this, Natsu put his head right into the attack.

"Uh, Natsu, why?" Freezer-Burn asked, as Natsu pulled his head out with some icicles hanging off his hair.

"I wanted to see if I could eat it." Natsu said excitedly. "It didn't work, it was too finely mixed."

"You're an idiot." Grey said with rage.

"And you aren't wearing pants." Freezer-burn said, turning away. At this, Grey freaked out.

"Grey is awesome in his underwear." Juvia, the watery mage said, googling her not so secret crush. Several Twilight goons tried to hurt her, but Juvia's body was in its water form.

"Oh, I feel stupid!" Natsu shouted in fear, realizing something.

"So now you notice!" Gray asked with rage.

"Those Twilight jerks took Lucy!" Natsu shouted.

"You just remembered this?" Grey shouted with a sweat drop.

"There were people in my way." Natsu countered.

Several swords struck the ground at the Twilight goons. "Ben, Grey, Natsu, go find her!" Erza shouted, while in her black wing armor. "We'll stop these fools."

"Good plan." Freezer-burn said, running with Natsu and Gray.

Makarov in his giant form was taking out the seemingly endless number of goons, when he coughed a great deal, and collapsed. As he fell down, a purple smog left his mouth.

"Master!" Erza shouted in fear.

"Good, now if you want your master back on his feet, you'll pay us the money you Fairy Tail fools owe us with interest within the next three hours!" One man said with a snide tone. At that, every member of Twilight Ogre, disappeared.

Freezer-burn, Natsu, and Gray blasted several goons who were apart of the team of ten taking Lucy.

"Careful, you almost hit me!" Lucy shouted angrily. She was under the arm of one goon and was hogtied.

"Sorry!" Freezer-burn apologized. At this the Omnitrix logo glowed red and released red sparks. At that Freezer-burn turned back into Ben with a red flash.

"Oh c'mon, that wasn't five minutes!" Ben gripped.

"Quit bitching and transform!" Gray ordered, wearing only pants.

"Alright already." Ben said, activating the Omnitrix once again. In another green flash, Ben was a tall coal black skinned skinny figure wearing a long green sleeveless trench coat with a high collar, covering its mouth and nose. It had flat arms with black circuits running along the sleeves, and had long wire like fingers. It only had one light green eye and a wild assortment of metal hairs spiked upwards on its head. The Omnitrix disk was on its chest.

"Alright, let's see how this guy fights." Ben said in a techno filtered tone. He raised his hand and attempted to punch a guy, but found himself unable to.

"Aw, man." Ben moaned.

"What's the problem?" Grey asked confused.

"I can't bring myself to attack." Ben said. "I'm apparently a pacifist."

"A what?" Natsu asked.

"It means he doesn't fight." Gray answered.

"Dude, seriously?" Natsu asked with an unhappy look on his face.

"Good enough for us!" One Twilight goon said, swinging a lacrima powered hammer at Ben's new form. Ben lifted his arms over his body, and a green energy field covered Ben, deflecting the attack.

"Handy." Ben commented. At this he zoned out a bit. He saw countless equations covering everything from Natsu's flames, to the weapons used by Twilight Ogre.

"A super smart guy?" Ben's attention turned to the Omnitrix disk, to find more equations. "Cool." He raised a hand at the guy still swinging the hammer at the shield. An energy beam shot at the hammer, from each of the alien's fingers and disassembled it.

"Ok, so that form's not useless in a fight." Gray admitted.

"Cool, now save me!" Lucy demanded.

"In a second." Ben said, turning to the Omnitrix disk. He shot a laser at it, and started making alterations. "Hopefully I can fix up the damages Malware left behind."

"Rah!" One goon shouted, swinging his staff.

"Busy." Ben said, shooting a beam and disassembling the weapon, not looking up from his work.

Natsu kicked the guy in the back. "These guys rely too much on their weapons."

"I know right." Gray stated.

"I don't know if I can add to that." Ben admitted, then finishing his work.

"What did you even do?" Gray asked, sending another attack.

"I fixed up the Omnitrix's circuitry so now I can stay alien for about 15 minutes." Ben answered.

"Guys," Happy said flying up, "These jerks poisoned the master!"

"WHAT!" Natsu shouted with such rage, he released a massive fire blast behind him, destroying several Twilight goons. The guy holding Lucy fell over, landing on said Celestial Wizard.

"Natsu." Lucy groaned with tears running down her face. As this happened the smog cloud that came out of Makarov's mouth flew in and let out a menacing , female cackle.

"Well looks like the jig is up." The purple mist said, appearing on the scene, it flew over and snatched Lucy's keys. Then the smog took a human form. It was a woman with short dark purple hair and fang like purple mascara. She wore a tight black suit that had a series of purple snake marks running over the body, and black high heel boots.

"Who are you?" Natsu demanded.

"Love where I stand in this guild." Lucy groaned as Ben and Gray tried to get the guy off Lucy.

"I am Rika, the Poison Make Master of Twilight Ogre, and if you want these keys and the antidote to my little gift, you have to meet me and Master Banaboster in the caves up a head." Rika cackled, disappearing in a purple smog.

"Lovely lady wasn't she?" Gray asked dryly.

"Aye." Happy agreed.

"Aw c'mon." Lucy groaned.

"What?" Gray asked.

Lucy held up her weapon, the Fleur d'etoile, destroyed. "I'm useless."

"Says who?" Natsu asked, getting everyone's attention. "You've proved you're not useless since the first time I met you, always out thinking people."

Lucy couldn't help but smile.

"But," Ben said with a hand under his chin. "Looks like you could use some Tech-Support."

"Tell me that isn't the name for this form." Happy said flatly. "It's stupid."

"Not really." Grey corrected.

Tech-Support raised his hands and Lucy's weapon rose in the air, as did the other weapons and scraps lying on the ground.

"That goes here, put this there, not there, here." Tech-Support mumbled, as the parts spun around faster and faster.

"I'm getting sick just watching this." Natsu said with puffy cheeks and a sick look.

"You throw up on me, and I turn you into a glacier." Grey threatened.

"And done." Tech-Support said, presenting the finished product. It was a blue rod with a silver guard, looping around, reminiscent of a rapier. It had a dial just under the top of the guard on it with a small screen.

"Wait, if you hate fighting, why did you make a weapon?" Natsu asked.

"Yeah, I'm against it, you're all for it." Tech-Support corrected, then turned to Lucy. "Milady, I present to you, the Proto-Whip."

"Proto-whip?" Lucy asked.

"Yeah, I based it off my friend Rook's Proto-Tool." Tech-support explained. "Aside from a traditional whip, it has several alternate mods, like drill, sword, fire, electro, grapple, bo staff, and shield."

"Gimme!" Lucy shouted ecstatic. She pressed the activation button on the whip, and a long fire stream poured out of the whip.

Natsu then swallowed some of the flames. "Not bad."

"Now let's go save the master." Grey said determined.

"Thought you'd never ask." Tech-Support said, slapping the Omnitrix, reverting back to Ben, to save power.

The four humans and the exceed we're heading off to meet up with Banaboster and Rika in the cliff side caves, when Lucy walked up to Ben.

"Why are you helping us anyway?" Lucy asked.

"Aside from the fact you all saved my sorry butt from Malware, it's because you needed it." Ben admitted. "Aside from that, I don't need a reason."

"How noble." A voice sneered snidely. Everyone turned to see Banaboster with a cigar in one hand and Lucy's keys in the other. He was standing on top of a cliff with Rika sitting to the side.

"Alright, hand over the antidote and Lucy's keys!" Natsu demanded with flaming fists.

"No, the princess undoes her contracts, I keep the golden keys, and then you get the antidote." Banaboster said his tone not changing.

"What?" Lucy asked with widening eyes.

"Why are you so gun ho on bullying Fairy Tail?" Ben asked confused.

"Why, why?" Banaboster demanded. "It's because you fools have been in debt to my family for over a century."

"Huh?" Everyone asked, as Rika rolled her eyes.

"More specifically, Mavis Vermillion owes my family money!" Banaboster explained, destroying his cigar.

"Who's Mavis?" Ben asked.

"One of the founding members of Fairy Tail, and the first guild master." Lucy explained, just as confused.

"What have you been smoking old man?" Grey demanded.

"Simple, you morons," The portly man began with a dark chuckle. "My great grandfather was a member of a guild called Red Lizard, a guild situated on Tenrou Island that was destroyed by the dark guild Blue Skull."

"Not seeing your point." Natsu interrupted.

"Shut up so I can finish!" Banaboster demanded angrily. "Now before its destruction, that little bitch was in debt to Red Lizard through her dead parents." Banaboster commented rudely. "And then she has the nerve to jump ship, steals the sacred Tenrou Jade, and starts your stupid guild."

"Someone doesn't respect the dead." Lucy whispered. The boys nodded.

"My family suffered for years because my great grandfather's money flow stopped and her stupid guild is considered one the greatest in Fiore!" His rage continuing. "Now I'm finally collecting what's mine!"

"I don't believe you." Natsu said.

"Aye, your story is full of holes." Happy admitted.

"And I would never sever my contracts." Lucy said with rage.

"Well then, plan B, if you won't sever your contracts, I'll just kill you and the contracts will be severed." Banaboster chuckled as his hands covered in bright yellow runes, "The money I get from these keys should pay for part of your guild's debt."

"EARTH MAGIC: CRUSHING FISSURE!" The earth around them opened up in a large claw like fashion.

"ICE MAKE: JACK DEFENSE!" Grey made up a defense that held the claw open.

"This is harder to hold up as you think." Grey shouted in pain.

"Already on it." Ben said, activating the Omnitrix.

"What is he doing?" Banaboster demanded.

A green flash of light erupted from the fissure and was ripped open. As the dust settled, Ben was replaced by a massively muscular white and black humanoid lemur with a large tail which was bigger than Elfman. It was clad in a green and black leotard with the Omnitrix disk on the chest.

"Now that's an alien." Natsu said excited.

"Hope Milliana doesn't learn about this alien." Happy said, reminded of Erza's cat obsessed friend.

"Well that explains the weird thing I saw when I got the keys." Rika said.

"We'll handle the poison chick, you handle Banaboster!" Lucy told Natsu and Ben, as she activated the Proto-Whip on Energy mode.

"You heard the lady, it's Hero Time!" Ben said, running forward on all fours.

"Don't say that, it's humiliating." Grey said flatly.

"Fire Dragon: Roar!" Natsu shot a powerful stream of flames at Banaboster, who slammed his palm on the ground, creating a wall of defense.

Ben's new form jumped up with incredible strength and spun. His tail effortlessly destroyed the barrier.

"Liking this form more and more." Ben chuckled.

"Slam Tail Rules!" Happy shouted.

"Slam Tail?" Ben thought. "Catchy."

"Poison Make: Death Cage!" Rika flew around Lucy, Grey, and Happy at high speeds.

"Ice Make: Shield." Grey created an icy wall around the three. However Rika's attack started flowing in through the top.

"We're going to die!" Happy shouted scared.

"Not while I'm around." Lucy said, switching the Proto-whip to drill mode. She swung the weapon upwards into the cloud, the whip was a long silver cyclone like rope and spun at incredible speeds. Rika's cloud got caught in the vortex.

"Ice Make: Mist Furry." Gray released a frozen cloud upward which clashed with the vortex.

"This is way too cold!" Rika shouted with a dizzy/ warped tone. She was flung out of the tornado and landed on the wall, cracking it releasing water from the ocean outside.

"Well that went well." Lucy commented.

Natsu and Slam Tail dodged several fissure attacks from the Twilight Ogre leader. Ben's new strongman was able to jump over several attacks effortlessly.

"Fire Dragon: Sword Horn!" Natsu charged at Banaboster head first, covered in flames. The attack slammed into Banaboster and caused the man to let go of the satchel. Lucy noticed this and activated the grapple mod, catching her keys.

"Nice catch." Grey said impressed.

"Oh, no Aquarius's key is missing!" Lucy shouted fearfully, performing a quick look over.

"Not good." Happy said fearfully.

"What's so bad about Aquarius?" Slam Tail asked.

"She's really hot headed and doesn't like Lucy at all for some reason." Natsu answered.

"Gotcha." The lemur like alien said.

"You mean this key?" Banaboster asked, weakly getting up, and holding said key.

"Give back that key, you don't know the horror she can bring." Happy shouted completely afraid.

"If that's the case, catch!" Banaboster shouted throwing to the key at Lucy.

"Catch it!" Lucy shouted fearfully. Everyone scrambled to catch said key. Lucy was closest, however it just barely missed and fell to the ground.

"Not good." Lucy paled with tears running down her face.

"It's not broken so that's a good thing, right?" Slam Tail asked confused.

"No, it's a huge offence if a Celestial key is dropped." Lucy explained.

"Earth Magic: Diabolic Destroyer." Banaboster slammed his hands into the ground, creating a rockslide made of sharp rocks.

"I'm going to regret this but Open gate of the Water Bearer: Aquarius!" Lucy said fearfully, sticking the key into the water stream coming out of the busted wall.

A blue haired mermaid appeared from a whirlpool. What Lucy was afraid of most was alongside her iconic urn, Aquarius also brought along a riding crop.

"Alright you eternally single brat, what did I say about dropping my key?" Aquarius demanded brandishing the whip.

"I'm innocent, he did it!" Lucy shouted, pointing at Banaboster. The attack said man was generating stopped in mid attack.

"That's one of the golden key spirits, what was I so concerned with?" Banaboster howled with laughter. "That thing's a stupid fish chick with tiny boobs."

"What was that!" Aquarius demanded with her teeth grit.

"Every man for themselves!" Happy shouted, wrapping his tail around Natsu and flying upwards. Grey jumped on Slam Tail's back and Lucy was wrapped up in his tail. The lemur alien immediately climbed up the walls.

Aquarius lifted her urn over her head and the wall behind her burst open and the ocean flooded in.

"You die now!" She shouted. Banaboster's eyes widened with fear as the tidal wave got closer with Rika in it.

"Now I see why you're all afraid of her." Slam Tail commented afraid of both Aquarius and of the Omnitrix timing out while he was on the wall.

As the attack died down, both Rika Banaboster fell to the ground, and a small vile floated out of his coat.

"I got it." Happy said, grabbing the antidote.

"Oi, bitch." Aquarius said to Lucy. "Don't summon me for a while, I have some things to deal with Scorpio." At that, she disappeared.

"What was that about?" Lucy asked, "Usually she's meaner when she leaves."

"Who cares lets go save the master." Natsu said.

"You fools got lucky today." Rika said getting up, and coughing up some water. "But know this, not you, not Sabretooth, and certainly not Raven Tail can stop me and my real Guild!" She disappeared in a puff of smoke.

"What did she mean by that?" Grey asked.

Later, the Rune Knights came and arrested Twilight Ogre, effectively shutting the Guild down.

"All's well that ends well I guess." Makarov said, feeling much better after taking some of the serum. They had given the end of the antidote to Rika's attack for evidence. Apparently Poison Make Magic was incredibly hard to come by, and her comment of her real guild put Fairy Tail on edge.

"I guess, but it's still doesn't add up for what Banaboster said about Mavis." Ben said, sitting on a chair as Mira applied the Guild Mark tattoo on Ben's upper left shoulder.

"Why don't we ask her?" Makarov chuckled.

"How?" Ben asked. As the guild mark finally finished in green, a young girl with vibrant green eyes, wing like hair clips, and a long pink dress appeared right in front of Ben's face.

"Can you turn into an alien for me please?" The girl asked. Ben was so startled he fell out of his chair.

"Who are you?" Ben asked startled.

"This is Mavis Vermillion, well in spirit form anyway." Makarov chuckled amused.

"Not funny." Ben said, getting up.

"I thought it was." Mavis chuckled.

"But how come I could only start to see you now?" Ben asked.

"I can only be seen by those who bear the mark of Fairy Tail." Mavis chuckled. "Now turn into an alien please."

"Ok, but first is what he said true?" Ben asked.

"Yeah did you really escape a dark guild, steal a jewel and start Fairy Tail with it?" Natsu asked.

"No, Blue Skull took the jade, I got it back with some new friends 7 years later." Mavis explained. She once again turned to Ben. "Alien please."

"Alright." Ben said, knowing she wouldn't give up easy, only to find that the green of the Omnitix face plate was now red. He tapped the face plate and to realize he was right, the Omnitrix was recharging.

"Sorry, it looks like I won't be going alien for a while." Ben said sheepishly.

"OK, I can wait." Mavis said cheerfully.

"Then we will do battle Ben Tennyson." Erza said in a demanding tone.

"Uh, what?" Ben asked confused as the armor clad woman pointed a sword at the interdimensional traveler.

"If we are to work together, we must know all of your forms," Erza stated firmly. "Didn't you say you had nearly 100 forms?"

"Yeah, but since Malware messed with the Omnitrix, it reset itself so now I can only turn into 10 aliens I've never used until I landed in Fiore." Ben replied.

"Well, then." Natsu said with his fists covered in flames, "Well just have to help you break them in."

"I have no say in this do I?" Ben asked Makarov.

"Speaking from personal experience, no." The Guild Master chuckled.

"Alright, but we take it outside." Ben countered.

"Gladly." Erza grabbed Ben and hoisted him over her shoulder.

"I can walk you know." Ben complained to deaf ears.

"I'm so in." Gajeel said with Pantherlily in his fighter mode.

"I have more mods to test out on the Proto-whip yet." Lucy said, pulling out said weapon.

As everyone left to train, Makarov sighed with an expression of deep thought on his face.

"Gramps, what are you thinking about?" Laxus asked his grandfather.

"It's this Malware character." The Guild master admitted.

"What about him, we scared him off." Laxus pointed out.

"True, but a creature of that size and powers shouldn't have disappeared off the map." Makarov countered. "After Ben was brought to the hotel, I had Alzack and Bisca look for Malware, but didn't find so much as a footprint."

Immediately, Laxus caught on to his grandfather's meaning. "No, you don't think?"

"If what I've heard is correct, we'll find out during the Grand Magic Games." Makarov nodded. "Which is why Ben will participate alongside you and the others."

Far away from where the Ben and his new guild mates were sparring, a menacing figure observed their progress, this was Ivan Dreyard, Son of Makarov, and father of Laxus.

"So that's Tennyson." Ivan chuckled. "He doesn't seem like much."

"Bite your tongue human filth, Tennyson is far more powerful than you realize." A voice ordered from his pocket. Ivan dug in and pulled out a containment lacrima. A black market magical item meant to contain someone inside a palm sized crystal and with the right spell, steal their powers.

"I wanted to use this on my father, but you'll do Malware." Ivan chuckled at the black sphere with red lines and an orange mouth.

"When I get out of here, I will kill you instantly!" The mutated alien roared.

"Well if you can't keep your voice down, you're grounded." Ivan placed the crystal back in his pocket and walked away. "So much planning, so little time."

-Omnitrix Database-

Species name: Kelvenian

Hero Name: Freezer-burn

Home world: Librasios

Abilities: Pyrokinesis, Cryokinesis, enhanced durability, thermal vision, enhanced strength.

Description: Long Believed to be distant relatives of the Pyronite species, Kelvenian's adapt to harsh environments of Librasios as it changes from blazing heat to frigid cold temperature over the course of six earth months. Kelvenians are natural survivalists and are also know for expert senses of directions

Species name: Quitmentian

Hero Name: Tech-Support

Home world: Quitment VI formerly

Abilities: Technopathy, Minor Telekinesis, Force Field Generation, Natural Super intelligence

Description: Neighbors of the Techadon Weapon's masters, the Quitmentian's are peaceful by nature and have skills in science and technology believed to rival the Galvan's. However the weapon masters grew jealous of this species success and declared war on this kind. The peace loving aliens soon asked local bounty hunters for help with the promise of new weapons, under the creed I'm against it and your all for it. However the war was lost and the Quitmentian's quickly boarded ships and ran due to their pacifistic nature. This species is now considered endangered and their numbers are only in the hundreds.

Species name: Madagascian

Hero Name: Slam Tail

Home world: Julius XIII

Abilities: Super Strength, enhanced agility, enhanced durability, expert climbers, extendable, and durable tail, heighten senses.

Descriptions: Madagascians' are creatures who enjoy rough housing and climbing around the treetops of their lush jungle home world. Despite their brute strength, these creatures are known to think their problems quickly, though it still involves brute force.

AN: This alien is not completely my own. During the days between Alien Force and Ultimate Alien, some guy wrote outlandish theories about the third series with several aliens that never existed, different names for the Ultimate forms, and a two part event where Ben threated Azmuth with Ultimate Rath for master control. Then he, Gwen and Kevin end up stopping another Vilgax/ Zy'skar team up with Ben going Ultimate Alien X. How I remember this, I don't know.

And here is my first ever Fairy Tail story. Please be brutally honest with the review, I would really appreciate that. Also for Ben's 7 other aliens, I've already got them picked out, but don't worry Ben will get his old forms back eventually, and the ability to go Ultimate. That was one of my favorite moments too. Just be patient please, that's all I ask. On another note, why does anyone understand why there are so many stories where Lucy gets kicked out of Fairy Tail? Like I said before, she's not useless by any means, she's just more of a thinker than a fighter. Also to those of you wondering about Banaboster's motives for this attack, it's based off one of Hiro Mashima's three side projects, Fairy Tail Zero, depicting the origins of the guild with a surprising guest star. I purposely left out details as it's still ongoing. To those of you who want to know what the other two are they are: Ice Trail, depicting Grey before joining Fairy Tail, which features Gildarts who knew Ur apparently. The other is called Blue Minstrel, taking place after the GMG, Wendy goes off on her first job alone (with Carla) to help a town who plagued by a dragon worshiping cult. Speaking of which, does anyone know a site that has all 6 chapters of this? My sources Manga Top and Manga Reader both skip 3-5. Anyway leave a review and I'll see you chapter 2.