2/2

This one had swampy-green skin, tanned stomach and muzzles, black digits and black-green spots on his tail, limbs, hips on his back. His eyes were now sharper and green. He also had whisker like lines. His teeth are were more aligned with visibly sharp canine teeth. His tail was short and straightened, as opposed to the other Upchuck's curled tail. He wore the Omnitrix/Ultimatrix symbol on his left forearm, and the same uniform as well.

"Upchuck? And the Merk form?" Ben/Erza frowned.

"W-Why didn't I turn into Heatblast?" Erza/Upchuck gasped, looking at herself. "And… T-This form seems…objectively disgusting. I do not know why."

"Uh… F-Forget it! Erza, eat the area where the fire is spreading out towards!" He ordered.

Erza/Upchuck blinked, before glaring at him question. "…What?"

"That's how Upchuck works! Trust me." He flinched. He never knew Upchuck could have such an imposing look.

Erza continued to glare at him for a second, before sighing. "…Fine."

Before actually doing that, she took a moment to instead glance at something else. She hesitated for a moment, before opening her large mouth. A large and long green tongue emerged from it and took hold of a chair. Many of the nearby members backed away as Upchuck then proceeded to gulp it down whole, swallowing it in its entirely while her stomach began to glow a little.

"…This is probably the most disgusting form of a superpower." She looked down on her stomach. "Now what?"

"Well, usually…" Ben/Erza was about to answer, but it was then that Upchuck's stomach started to twitch.

"I'm… Not feeling so well all of sudden…" She uttered as she started to cover her mouth.

Everyone watched with slight horror as Erza/Upchuck's stomach started to expand out to a monstrous size. "Ben?!"

"Now Upchuck it!" Ben/Erza pointed at the fire. "Hurl it out!"

"Are you serious?!" Erza/Upchuck barked, though her stomach was about to burst by the looks of it. "Ugh… Fine!"

With a glare now on Upchuck's face, everyone's eyes widened as they started to leap out of the way. With a wave of disgust in her mind, Erza/Upchuck opened her mouth and hurled a giant green energy projectile. It flew right into the pile of flames, causing that part of the guild hall to blow up.

Luckily, even with the minor amount of destruction, the flames ceased as Gray/Natsu stopped drooling. As the smokescreen cleared out, Makarov's jaw dropped upon seeing a huge whole in the middle of the floor.

"MY GUILD HALL!" He cried out.

Erza/Upchuck sighed. She then looked at the Omnitrix dial on her forearm and pressed it like Ben did, reverting back to human form. She groaned as she placed a hand on her lips.

"That was…unpleasant." She admitted.

"So, even though we have each other's Magic, we don't know how to use it properly." Gray/Natsu sighed. "How troublesome…"

"Waaah…! Why is this happening to me…" Happy cried, accidentally bumping into Erza/Ben. "Ow!"

Everything seemed to be hopeless, but it was then that a trio of wizards appeared at the front entrance.

"No need to worry! Leave it to me, Lu-chan!" a feminine voice called out.

Everyone then turned to see Levy with Droy and Jet. Happy cried out with joy as she flew into her arms. "Levy-chan!"

"Levy!" Natsu/Gray said. "Can you get us out of this?"

"You guys have nothing to worry about!" Droy grinned. "Since Team Shadow Gear is here, we'll revert you lot back to normal!"

"Rest assured! And now…" Jet started.

"Do your thing, Levy-chan!" They then said together, posing around Levy with goofy smiles.

Mira chuckled, which made Jet and Droy sweat drop. "So, in short, that means that Levy will have to figure something out on her own."

"Ooooh! Thank you so much! You're so kind, Levy-chan!" Lucy/Happy said, squirming around in the petite girl's arms.

"If it's for you, Lu-chan, I'll do it! I'll do my best." She smiled, before whispering into her ear. "And it's because I'm gonna be the number one fan of your works!"

"So, what are you gonna do?" Natsu/Gray interjected. "Something smart?"

"Good question! Jet, Droy!" She snapped her fingers.

The two grinned as Jet sped off to gather a bunch of books, with Droy using his Magic to do the same. Levy then sat on a bench holding the request paper in her hands. A few books were stacked around her, with the others gather behind the blue haired mage.

She then took out a pair of red glasses from her pocket. The glasses were given a slightly more distinctive appearance, with no inscriptions on the lenses, and a wing being present as an ornament jutting out from each of the lenses.

"Glasses?" Ben/Erza noted as she stood to her side.

"Yep! These are Gale-Force Reading Glasses. They allow the user to read books at an extremely fast pace. Mine are designed to allow me to read eighteen times faster!" Levy winked, which made Ben blink in surprise.

'That's really useful…! Maybe I can get myself a pair…' He thought.

"Anyways. I know a little about ancient texts." Levy explained. "Let's start with that was written on the sheet itself, alright?"

"Will we make it though? There isn't much time left." Gray/Natsu asked as Levy began to read off the flier.

"Give it a rest." Erza/Ben quickly said. "Let's let Levy do her job without disturbing her."

"Working with concentration is the best condition!" Lucy/Happy added as she flew onto the table, although her voice was muffled. Everyone then realized that she had a fish in her mouth, with Lucy gasped in shock. "And why do I have a fish in my mouth?!"

"Alright, let's see what the modern version's characters translate to…" Levy began reading a book, and as she did so, her Gale-Force Glasses activated, a streaming wave of rainbow light covering the text she was reading as hundreds of letters and numbers started to go in between her and the text.

"Okay… Ugo deru…" She mumbled. She was beginning to skim pass the pages as her progress started.

"Please hurry though, Levy." Gray/Natsu said calmly, though he was worrying on the inside. "We only have ten minutes left."

"You sure it's okay to recite the words of the Changeling yourself?" Ben/Erza asked, curious about her own condition. "Won't it affect you?"

"Nah, it's alright." Levy smiled, switching between her books and the request sheet. "As long as you don't read the entire text out, the spell won't activate again. Trust me."

"There's not much time!" Natsu/Gray shouted. "AH! This is killing me!"

...

...

After going through the remainder of the books present with her, Levy held a stern expression as she closed the last one. Natsu and Gray zipped in front of her, hoping for good news.

"Well, Levy?" Natsu/Gray asked first.

"Did you find out anything?" Gray/Natsu then asked afterwards.

"…No." The blue haired girl sighed. "I'm not getting anything out of this…"

Natsu/Gray and Gray/Natsu both let out frustrated yells. Lucy/Happy nearly passed out. Ben and Erza both flinched as they looked at each other.

"That ain't good…" Ben/Erza admitted.

"I do not wish to be stuck in a child's body…" Erza/Ben whimpered a little.

Natsu/Gray roared. "I won't let it end like this! I can't remain in this pervert's body for the rest of my life!"

"What'd you say?! I don't wanna stay in a body that has a literal fire down his throat!" Gray/Natsu growled.

"WHAT WAS THAT?! You wanna fight, ya bastard?!" The former then turned to him.

"If I can shut your dumb face up then, yes!" The latter retorted as they bashed heads again.

Erza/Ben groaned frustratingly as she engrossed a lethal scowl upon them, which instantly made them hug one another and shiver in nervousness. Ben himself flinched in response to seeing that harsh looking expression on his own face. She didn't even need to yell at them in his body; they were instinctively afraid of that look.

"Hey, I can still do some work in the meantime." Levy pouted. "Macao, how long do I have?"

"Eight minutes." The middle-aged man responded. "Think y'all should start getting used to the end."

That statement made the whole team flinch. The possibility of actually being trapped in another person's body was stupid enough, but it was even more fearful to one's psyche altogether of course. Ben found himself disturbed by this as well. Being stuck in a girl's body was certainly not how he wanted to spend the rest of his days, especially since he just got out of the Null Void yesterday as well. He had to do something.

While most of the members opted to sit down and groan in frustration, Ben/Erza could only think of ways to make this situation easier to solve. Droy and Jet literally began to cheer on Levy as she began to go through another set of books on ancient text. They remained like this for a few minutes, hoping for something to happen.

"…I wonder what we'll do if we wind up getting stuck like this." Gray/Natsu questioned, his chin resting in his hand as he asked.

"What do you mean by that?" Natsu/Gray turned to him in an annoyed fashion.

"Think about our condition. Do you really think we'll be able to go out on jobs like this? It's not like we can just adjust to this and go about on our daily lives as well." Gray/Natsu explained.

"I'd guess we'd have to… Not like we have a choice." Natsu/Gray flinched, before sighing.

"I think it's fine!" Happy/Lucy smiled, before getting kicked in the face by his own body.

"Stupid cat! No one thinks that! Just take a look at Ben and Erza's situation!" Lucy/Happy growled.

"��A young woman transferred into the body of an adolescent boy." Makarov summarized. "That sounds like something you'd see in a comic strip."

"Well, it's not like we can't wor… Wait a minute." Erza/Ben was about to say something, but stopped. This prompted everyone to look over.

"What're saying, Erza?" Lucy/Happy inquired. Ben/Erza then realized what she was going to say, his own eyes widening as well.

"…None of us know how to use our abilities. If we were to all go and take a job, none of us would be able to complete it." He explained. Erza herself nodded slowly as to agree.

"H-He's right!" Gray/Natsu shouted. "All of our techniques and Magic are basically half-assed right now!"

"W-We're basically Fairy Tail's weakest team!" All five of the actual mages shouted at once.

It was true, really. If the spell wasn't undone, they would be trapped in another's body, and wouldn't know how to use any one of their powers to their fullest extents. Trapped in another person's body would not only have ramifications on their missions, but their personal lives as well. Especially if people of the opposite genders, or those of a different age set or even a different species were to switch as well.

For Ben, he had spent years in the Null Void, learning to survive as well as unlock new forms to utilize. Being trapped in a female mage's body would be an utter hell for him. Not only have to learn how to utilize Erza's abilities and even Magic in general, but his life would be entirely obstinate too. A boy in a girl's body was universally a no go.

Natsu/Gray roared violently. "I can't burn stuff like this!"

"Haven't you heard the phrase "ice is basically a cold fire", ya bastard?! Don't diss Ice Magic!" Gray/Natsu retorted.

"I don't wanna be stuck as a blue flying rat!" Lucy/Happy cried out.

"Rat?!" Happy/Lucy's eyes popped out. "How demoralizing!"

"This is deplorable! I'm one of Fairy Tail's S-Class Mages! I can't represent the guild like this!" Erza/Ben shrieked.

"Hey, the Omnitrix is a pretty handy thing if you know about all the transformations… But what about Magic?!" Ben/Erza barked.

However, that proved to just make Levy realize something as she let out a yelp of knowing. Immediately after Ben's yelling, the team crowed around Levy with a mix of excited and curious expressions.

"So, you can lift the spell, Levy-chan?" Lucy/Happy asked as she hovered above her head.

"Please, do so!" Gray/Natsu begged.

"Well… This is what the text says." Levy rose an eyebrow, before smiling. "In view of this substitution will you all be happy forever!"

"…Huh?" Ben/Erza blinked.

"…And?" Natsu/Gray demanded.

"Everyone who has been affected by this spell will live happily ever after!" Levy replied.

"WHAT?!" Everyone barked. "HOW IS THAT A GOOD THING!"

"We wanted help to get rid of the spell, not for you to decipher and find out what it means!" Gray/Natsu yelled.

"Wait, really? Oh, that's right! I'm so sorry, Natsu!" Levy bowed in apology.

"I'm Gray though!" He barked.

Lucy/Happy flew next to Levy and laid a paw on her shoulder. "I trust you, Levy-chan! Maybe there's a riddle or something to figuring it out?"

"Hmm... I can try interpreting it that way!" Levy shrugged.

As Levy resumed her work, Droy and Jet continued cheering her on, the former banging a drum while the latter waved around a fan. Macao and Wakaba sweat dropped at the loud amount of noise they made right behind her.

"Isn't all that noise just doing the opposite?" Macao asked.

"Such men! I'm joining them as well!" Elfman declared, which made the two of them sweat drop as they watched the Strauss place on a headband like Jet and Droy's. "MAAAAAAAAAAAAAN!"

Levy ruffled her hair in annoyance however. "It doesn't make any sense though… What's the deal with this spell? It's not giving any obvious hints. These aren't even words anymore…"

Macao then held three fingers up. "3 minutes remaining. I'd say to get ready like I said before, you all."

"…I'm going to spend the rest of my life as a cat." Lucy/Happy fell to her knees. "Such a way…"

"I'm going to live my life as a young boy?" Erza/Ben looked on her hands. "How unfortunate…"

"Hey! I should be reacting the worst out of everyone! I just got out through what was basically Hell, and now I'm in a teenage girl's body in a world where Magic exists?!" Ben/Erza growled, which made Natsu and Gray huddle in fear due to hearing the voice of Erza's voice. "Oh, come on, it's not that bad!"

"Wait… I got it!" He then grinned as he turned to the Omnitrix. "Erza, lemme try something!"

"Huh? What're—"

Before she could answer, Ben/Erza activated the Omnitrix. Erza/Ben frowned as he began to turn the dial a few times until he reached his chosen form. She blinked as she observed the figure of the alien he wanted to choose, but merely closed her eyes as he slapped the core down.

"I'm trusting you on this, Omnitrix!" He yelled as the guild hall was once again blinded.

As the flash dissipated, Erza/Ben was replaced with what seemed to a crustacean. She had pincers for hands and six legs, and seemed to possess skull plates that were able to reveal his brain at will, which was pink in color. Wearing a black and grey neck brace, her entire lower half and center of her head was covered by a grey and black uniform. The Omnitrix revealed itself to be on the neck brace as her green eyes blinked.

"Fish!" Lucy/Happy gleamed.

"No, crab!" Natsu/Gray corrected.

"What does that thing do?" Gray/Natsu asked Ben/Erza.

"You've only got a minute left!" Macao held a finger up. "Better hurry!"

"You're fucking enjoying this, aren't you, Macao?!" Natsu/Gray held a fist up to him.

"E-Er… T-That's not true…" The middle-aged man sweat dropped.

Erza/Ben looked at herself, before humming. "I'm a crustacean? What does this form do—Oh… I suddenly feel like I have a surging increase to my intelligence!"

"Yep! Brainstorm's one of my smartest forms!" Ben/Erza smiled. "Go help Levy!"

Erza/Brainstorm nodded as she waddled over to Levy, who looked like she was beginning to find an answer. "Alright… I feel like I'm getting onto something now."

"I shall assist you!" The brain her picked up a book with pincers and began to read off as well.

Master Makarov stood behind Natsu and Gray, smirking at their frantic movement. "Still trying to dispel the Changeling, I see."

"Gramps! Come on, don't you remember anything?" Natsu/Gray asked. "At this rate, we'll all be…"

Makarov's face light up before he could finish, as if an idea had popped up in his brain. Everyone then turned to face the old man, with Brainstorm/Erza running off from her duties to pick him up with her pincers. "…Oh!"

"Have you a solution for our predicament, Master?" She asked.

Everyone waited…but then he just blinked while shrugging. "Eh, I forgot what I was thinking."

Everyone then fell over in response, with Natsu and Gray growling. "Damn it, old man!"

"Think you've got around forty seconds left, everyone." Macao then folded his arms. "This is getting interesting."

"Quit your foolish endeavors in trying to belittle us, you brute of a Mage!" Erza/Brainstorm barked with a glare.

In her rage, Ben/Erza noticed that she unconsciously opened the plates on her head, revealing a giant pink brain. Before anyone could comment on how gross it was, without warning, a large burst of electricity sprang forth from her brain and zapped Macao. Everyone then gasped as Macao felt to the floor, crisp as ashes while Erza/Brainstorm flinched at her handy work.

"E-Electrokinesis?" She stuttered. "Benjamin?"

"Remember? Brainstorm." He pointed to his cranium as Brainstorm's skull plates closed. "Super intelligence and the ability to release electrical energy with your brain."

"…I shall never get used to this." She admitted as she reverted back to human.

Suddenly, Makarov's face brightened once more. "Oh! I think I remembered something!"

"What is it, Master?!" Erza/Ben turned to him.

"While it can be lifted, I'm afraid it has to be two people at one time." He then sheepishly admitted. "Meaning it's impossible to change everyone back all at once…"

"T-Thirty… Seconds…" Macao counted off while still frosty.

"So, who'll go first then?" Gray/Natsu asked crossly. "It's gotta be me and Natsu!"

"Yeah!" Natsu/Gray agreed.

"Wait just a second, you scoundrels!" Erza/Ben shouted, her expression changing into a glare. "We can't have our newest member and one of our S-Class members be fated to such a problem! We should do so first!"

"Uh… I guess?" Ben/Erza blinked. 'I can't rage since she did so for me already.'

Immediately, five of the six members began to argue, with Ben nervously observing from where Makarov stood. He only stood to the side, scratching the side of his cheek in annoyance.

'I can't believe this happens on a daily basis with these guys…' He thought. He then turned to Levy, who had the brightest look he ever saw her have so far.

"Wait, I got it!" She announced. "Lemme explain how it works!"

"Fift…teen!" Macao counted off, before getting slugged by both Natsu and Gray.

"Just change us back! Hurry, Levy-chan!" Lucy/Happy pleaded.

"R-Right. Here goes then!" Levy gulped, looking down on the sheet.

Suddenly, the request sheet containing the Changeling spell that had started began to glow brightly as she breathed in to recite a phrase.

"Aruboroya tesura rugi gou! Aruboroya tesura rugi gou!"

...

...

Rainbow colored light and sparkles began to spread out and cover the entirety of the circle of members. As it did so, a giant helix of bright colors and magical ciphers began to spark out from the page, casting light throughout the entire hall. A beam then shot into the sky, from which it then stretched out through the entirety of the town.

Everyone watched with awe as the dazzling effects continued for a little while longer. After a moment, the light died away and everyone let out collective sighs. The six affected members stood still for a few seconds, before blinking a few times. The first to do so was Ben, who looked at himself and grinned.

"Hey, I'm back to normal!" He grinned.

"As am I…" Erza's eyes widened as she clenched her fists, smiling a little. "I'm glad that's over..."

Luckily enough, everyone else was back to their bodies as well.

"We're back in our bodies too!" Natsu and Gray glanced at each, punching each other in the face to make sure. "We're not drooling out stuff too!"

"My wings!" Happy cried out in happiness as he activated his Magic.

"Ah! I'm back!" Lucy cried out in joy as well. "Thank you so much, Levy-chan!"

"I did it, holy cow!" Levy grinned.

"Alright!" Droy smiled.

"Our cheering worked!" Jet added, the two of them exchanging fist bumps.

"How'd you do it? You have to tell me!" Lucy then asked. Ben and Erza nodded as well, walking over to gaze at the Changeling sheet.

"Well, I figured that since ancient spells were probably a bit more simplistic, the creators had to be a little bit more creative with how it worked." Levy explained. "So, I tried reversing the spell by reversing the saying."

"…So, reading it backwards?" Ben guessed.

"Precisely! I noticed that old spells don't have that many characters to begin with, so I went with that motion!" Levy smiled, patting his shoulder. "Good thing, too!"

"That's… Really funny for something so drastic." Lucy remarked. "Isn't that ironic…"

"It's over, at least." Natsu sighed. "Someone give me some fire to eat!"

"Thanks for that, Levy." Gray smiled at the petite girl. "We owe you one."

"Nah, it was nothing! I actually had a lot of fun trying to puzzle this out!" She giggled, not use to the compliments from the Ice Mage.

"That was some fine work, everyone. You kids can adapt, I see." Mira… Said?

The group turned and saw something quite strange. Mira was sitting cross-legged on the bar countertop like an old man, and was holding Makarov's cane all the while. They blinked in confusion, as that was the pose Makarov himself took a little while ago.

"H-Huh?" Lucy and Levy frowned. "Mira?"

"…Hm?" Makarov, who was now standing on the floor, uttered in a feminine fashion. "Did I get shorter all of a sudden?"

Ben's eyes narrowed as he started to chuckle sarcastically. "You don't think that…"

"Gramps and Mira switched?" Gray chuckled. "Oh wow…"

"Wowza!" Makarov/Mira stood up, eyeing Mira's body. "Check out this hot body!"

"W-WHAT?!" Mira/Makarov's jaws dropped. "I've switched with the Master?! I can't believe this!"

Erza began to look around. "…Did anyone get affected by this?"

They suddenly then heard someone stomp on the floor…but it was Cana of all people, who had a fierce expression on her face.

"Man up! We can figure this out!" Cana yelled. "…Wait, why do I smell alcohol from my body? And why is my chest so heavy?!"

They then heard the loud sound of liquid slurping from another table. It was Elfman, sitting on a table across from her, chugging down an entire barrel of beer just as Cana would do herself.

Suddenly, Elfman set down the barrel and looked around with big, wide eyes. "Hey, what's all the rack…"

His face then began to puff up, before falling off the table to nearly puke. "Ugh… I feel… Really tipsy all of a sudden.

"Elfman and Cana, uh?" Natsu said. "Who else is changed?"

"Hey, Droy." Droy looked over to Jet, only for his eyes to widen.

"Yeah, Jet?" He looked over and reacted similarly.

"Hey!" They both shouted. "We've also changed!"

"You two act so similarly, so who can tell the difference?" Makarov/Mira rolled his eyes, and then his expression gleamed. "In my case though, I'm rocking this hot body!"

"Levy! Help me, PLEASE!" Mira/Makarov cried out.

Levy and the original six looked around at their fellow, body-swapped friends, who were squabbling between each other like chickens. Most of them were confused on what to do, even Erza. Levy took a look at the sheet again, chucking with a nervous tone.

"Oh no…" Levy gulped. "I may have made a mistake..."

"…It's like looking at the old Mira." Erza cupped her chin.

"…I wonder if I can revert all of this with Clockwork?" Ben wondered as he activated the Omnitrix. "Guess I'll find out."

Even after just a day in Fairy Tail, Ben was already getting mixed up in their messes. It was certainly going to be an interesting time in here, that's for sure…

"…Can I get some help?" Macao heaved.

"…Mages are still cool." A kid said with a smile. He was his son, Romeo. "It's always interesting with Mages here in Fairy Tail!"

And that's chapter four!

I actually forgot about the Changeling episode, so that was my iteration of it! Let me know what you all thought about it was well!

There's not much to say, other than the other chapters will be updated as well. Please look forward to them.

So, with that all being said, I'll see you in the next updated chapter!