Chapter 2: Living in One World, Entering Another

This chapter has been re-edited as of January, 2019!

Thank you for waiting, everyone! The second reworked chapter is now here! Though I want to point out a few things that I wanted to fix within this chapter, as some of the subjects within it will be changed to accommodate for things that I've added into the first chapter's editing. Please understand!

So… Let me point out the first few things:

1.) At this point in time in regard to the situation regarding the actual Ben 10 Universe and the Fairy Tail Universe's tie ins, the following events are currently taking place: The year is currently X784 in the Fairy Tail Universe, with the first few canon Arcs happening at the moment. By the time Ben arrives, the gang will already have completed their Galuna Island S-Rank mission and will be returning.

In the Ben 10 Universe, two years have passed since the original Tennyson summer vacation. Gwen and Max are now defending the Earth against preemptive attacks from the Highbreed. Events protruding with Vilgax's escape begins to complicate things as well.

2.) In the Null Void, Ben is at first beginning to become emotionally enclosed about his new lifestyle within the first year of living within the eerie void. By the time the 2nd year comes by, he pretty much gets used to it, and begins to revert back to his typical personality; save for some minor changes to his sense of humor and way of communication and fighting.

3.) Throughout his time in the Null Void, Ben's usage of the Omnitrix prompts him to learn more about the alien device attached to his wrist. Since he really doesn't have anything to do, other than hunting to survive, he might as well learn about the tech he has. Knowing that the Omnitrix has more than 10 DNA signatures will obviously spark some interest into dwelling further on.

And with that, a bit of summarization on things I wanted to point out! Now then, to the actual redone chapter! Thank you for reading that little wonder of a rant again.

Again, as usual, I do not own anything related to the subject of Ben 10 nor Fairy Tail. Please support the official releases, and happy reading to you all!

Chapter 2: Living in One World, Entering Another

…

A year had now passed since that faithful summer vacation.

An eleven-year-old Gwen Tennyson was seen fighting in an old abandon military base by the name of Los Soledad in the brink of night, a location that was actually relatively close to her hometown of Bellwood, New York.

Los Soledad used to be an operational base in the 1950's, but now remained as an abandoned ghost down due to a supposed failure with an experiment regarding the properties of quartz crystals and a distortion of time around the abandoned area.

Gwen herself had grown and changed a little. Her orange hair was now longer, flowing down to her shoulders, and she was a bit taller and had a slimmer, yet built figure. She wore a dark blue sweater over a white dress shirt that had a mini collar, along with brown shorts with white and blue sneakers. On the back of her sweater was a large sewn-on number 10, which was obviously used as a reminder for a certain cousin of hers.

The young female Tennyson wielded a long retractable metal pole, swinging it around as she faced a group of grotesque humanoid creatures with beige bodies and brain like heads with one green eye. She gritted her teeth, letting out a loud grunt as she swung around a full 360 degrees, launching away the group into a couple of old storage boxes as they fell unconscious. She panted slightly as she wiped some sweat off her forehead, now beginning to look over at another group of aliens being defeated by a familiar man in his mid-50's.

He was wearing a brown coat over a black shirt with beige pants and black shoes. He shot an explosive round from his blaster that knocked away his share of enemies before running off to join Gwen.

"Ugh… I hate fighting against these abominations; and they were gross enough when we first met them. It was bad enough that they looked hideous, but once they started spitting at us…" She emphasized with a cringed look of disgust. "These accursed DNAliens…"

Max chuckled as he patted her shoulder. "Well Gwen, at least they're taken cared of for now. And hey, your old grandpa Max's still got it!"

The girl smiled, before looking up at the night sky. "Yeah… But I wonder what would happen if Ben was here to help..." She muttered. Max knew her feelings all too well.

The elder Tennyson sighed slightly as he looked up as well to the moonlight that shined from above. "Yeah, same here… But with all that's been happening around we've no chance to even consider trying to rescue him, not with our hands filled here."

She nodded slightly, before closing her eyes in thought.

'Ben...' She thought as images of her green-eyed paternal cousin appeared in her mind.

The orange head sighed a little as she recalled a few memories after she escaped the Null Void a year ago with the help of her cousin. She and Max had begun to travel all around the country in hopes of looking for another Null Void Projector, with the Mount Rushmore Plumber HQ being the first of their destinations. Unfortunately, that activity ceased to exist with the shocking reappearance of Vilgax.

Somehow, he had gotten out of the Null Void and declared an invasion on the planet Earth. The planet was barely able to survive thanks to a conjunction with Max and Gwen. Using his connections, Max was able to rally up enough forces to repel back Vilgax's invading forces. Recalling inactive Plumber agents, military forces, and even some extraterrestrial help from out of Earth, the militia he created was barely enough to send the squid face off of their turf.

Though it wasn't all sunshine and rainbows. Max sighed as he also reminisced, but primarily about the events that took place as a result of Vilgax's attack; the aftereffects that happened after the alien warlord initiated on Earth.

The middle age man blamed himself for not being able to rescue his grandson, and he still felt guilty after all this time. He figured that he and Gwen could've attempted to travel faster in hopes of finding out if the old Plumber Bases had any useful technology they could use, even if he had to use his connections as a formerly high-ranking Plumber to do so.

The invasion of Vilgax however changed everything. The Chimera Sui Generis took precautions and fought with full force, not making the mistake of being careless again against anything related to the very word of the Tennyson family. The intergalactic warlord learned of Max's plans to rescue Ben, and in turn destroyed the hideouts that the Plumbers established on Earth. So, despite his own retreat, he still managed to deal a massive blow to Earth in a way.

The elder Tennyson looked around as he opened his eyes. "First Vilgax, and now the Highbreed. Why are they attacking us now?"

Gwen flicked some dirt off her weapon as she placed it on a back-strap that was tied around her waist. "Who knows? Maybe Vilgax also retreated because of the Highbreed? They seem to be creatures that are capable of intergalactic warfare."

Max held his chin, acknowledging her words. "Hmm… You're probably right. The Highbreed see themselves as the highest of beings, and given their immense power, they'd probably think of anything else as something lower. Vilgax probably retreated like you said because of that. Most likely they're attacking his home world, the planet Murray, now known as Vilgaxia. They probably think of us humans as even lower beings."

He then sighed as he rubbed his head, which made Gwen raise an eyebrow in question.

"Hummph... Just more things piling up. We haven't had a chance to find anymore Null Void Projectors thanks to Vilgax, and the Highbreed are keeping us busy at neck's length. Ugh… This mess is just getting worse by the minute, like a Lepidopterran's spit goo being blown up by Pyronite fire..." He groaned.

Gwen rose her other brow as she attempted to figure out his analogy as the two then captured the enemy. "As worried as I am about the Highbreed conspiracy… Ben's condition still worries me."

"…Of course, honey. Your cousin's always in my mind." Max reassured her. "We'll get him back. I promise."

…

Out in space, an enormous space vessel was seen flying through the cosmos. It was very well-armed, having many lasers and other weapons, but its armor didn't seem to look very effective. The speed of this ship was very high, gesturing its massive thrusters in the back. The weapons themselves were four clusters of four laser turrets, and a large, forward gun, targeted by turning the entire spacecraft with its electric rail grid. The ship itself possessed similar sacs to the ones that creatures such as Vilgax himself had.

Inside the vessel, said pilot and commander of the ship groaned in annoyance. It had been a year since his humiliating defeat, and it didn't serve as a helpful reminder.

His body was now free of his cyber augmentations that he previously had, and he no longer wore a breathing mask, now exposing his mouth. He wore a plate of red armor, a yellow gauntlet that covered his entire left arm, and a sleeveless glove with a red gemstone holstered onto the back of his palm. He had a sword on his back as well as a holster with a blaster on his right hip.

The warlord narrowed his eyes as he mused through some otherwise uncomfortable memories...

…

…

In his memories, the events of the Null Void began to form in his mind. Particularly, he started to remember the events that took place after being absorbed into Eon's vortex and the battle that soon took forth with Ben 10,000 and Paradox.

The battle itself however was pretty one sided to be honest, which made Vilgax grit his teeth in annoyance as he started to remember.

Vilgax and Kevin laid on the ground, covered in injuries left to right. Kevin's face was full of bruises, and three of his four eyes were now black eyes. Vilgax had cracks and scratches over his armor, and one of the tubes attached to his mask was slashed off, leaving him whimpering for air. Eon was still fighting against Paradox far away as Ben 10,000 reverted to his human form.

The adult Tennyson looked down at the two as he crossed his arms, as if he were trying to recall something. "Huh, somehow I remember you two being a lot stronger. Guess not, or maybe I'm just too strong for the both of you now." He wondered.

Vilgax growled as he laid, glaring with an intense hatred at the green-eyed foe in front of him. "You… Trash!"

Back with the two others; Eon swiped at Paradox with his energy blade. The steampunk man quickly blocked his attack with his cane, and then pushed him off with a kick to Eon's chest. While he was busy recovering his balance, Paradox then swung his cane at a right angular arc, colliding into the device on Eon's left forearm. It started to spark within a few seconds, with a miniature explosion startling him soon after as various parts flew off.

A small piece of tech went unnoticed by Ben and Paradox as it landed near Vilgax. The squid alien's eyes widened at the sight of it.

'The Dimensional Ripper...!' He exclaimed in his mind, recognizing the device.

As Ben 10,000 was looking over at the other two as a result of hearing that small explosion, Vilgax took this opportunity. Quickly getting onto his knees and lunging off, he grabbed the piece as he jumped up and ran. He then activated the piece of tech, causing a red portal to open.

Ben 10,000 then darted his eyes over, noticing their sudden movements a bit too late. "Hey, get back here!"

Vilgax snickered evilly as he turned his face. "I may have lost this battle; but I shall win the war! The destruction of the planet Earth will be sanctioned!"

Entering the vortex first, Kevin then sat up as he groaned, his focus darting to the portal as he also began to run. Reaching it, he briefly turned around to glare at Ben 10,000.

"You won this round Tennyson, but the next time we meet, you're dead meat!" He declared, before slipping in. The portal vanished, with Ben 10,000 simply standing there in a flabbergasted manner. Eon then looked over as he growled in anger as he held onto the broken device on his arm.

"Backstabbers!" He shouted in anguish. "Those pieces of—"

Paradox then drew back his attention as he called out his friend. His eyes widened as he took a dash at Eon. "Benjamin, if you would do the honors!"

Ben 10,000's eyes went to normal as he snapped back to reality. He shook his head as his Omnitrix's hourglass symbol flashed green.

A short second later, he was replaced with an alien that resembled more of a robot than an organic being. His body had skin that was made of copper, with black stripes and a transparent piece of green circular glass on his chest, revealing gears inside of him. On his back, he had a black stripe that spliced into two stripes with a keyhole between them. Wearing a green and black uniform, the Omnitrix dial appeared on top of the transparent glass, though his hourglass was green compared to white.

"Clockwork!" He yelled as his transformation was revealed. Paradox restrains Eon in a full nelson as Clockwork began to activate his powers, his transparent spot flashing green. A bright light began emit out from his chest as he aimed his torso right at Eon and Paradox.

"Now, Ben!" Paradox yelled, pushing Eon forward with a kick. Clockwork then blasted a green beam at Eon, who then covered his eyes due to the brightness.

"NOO!" He yelled as his body was enveloped in light. A short second later as the beam dissipated, Clockwork and Paradox looked over at the spot where Eon stood, with nothing there instead.

Clockwork reverted back to his human as Paradox regrouped with him. Ben 10,000 blinked as he pointed to where Vilgax and Kevin left, sheepishly rubbing the back of his head.

"Should… We stop them?" He asked, almost afraid of the man in front of him berating him.

Paradox shook his head sadly instead however. "I'm afraid… That this meant to happen. But like all dark tunnels, there is light at the end, so we can only wait and let this timeline play itself out."

Ben 10,000 tilted his head in wonder. "What do you mean by that?"

"Well, let's just say that this Ben Tennyson will have a unique journey, compared to some of your other counterparts." Paradox vaguely explained while opening up a blue vortex.

The adult Tennyson was still a bit confused as the two walked into the portal, but he couldn't help but trust the smile on Paradox's face as they left. What was so special about this incarnation of himself?

…

…

Vilgax slammed his fist as he growled. "…Curses."

"That moment was pathetic!" He roared. He then sighed as he re-positioned himself, now smirking as he started to take a look at some of his ship's statistics.

"But at least I've managed to decimate the Earth and made its people cower before me, and prevent any way of Tennyson from returning from the Null Void. Now that I've dealt with the Highbreed and their scum on Vilgaxia, it's time I've paid a visit again..." He whispered as he narrowed his eyes, a dark grin growing on his face.

…

Another year has now conceded.

Our attention is now brought back into the endless chasm known as the Null Void, an alternate dimension used for imprisoning intergalactic criminals. However, while the space is used for the previously mentioned individuals, sometimes, other cases may bring other people inside accidentally, which is the circumstance for our young protagonist.

On top of a large asteroid shaped in a bizarre like structure was a young Ben Tennyson in a makeshift bed. Compared to what he was wearing to years ago and how he previously appeared, he was now wearing a dull grey shirt with black lines, olive green pants with black stripes on the bottom, with black and white sneakers. His skin was also a bit paler, and he was had a slimmer, yet stronger build on his body.

Ben rolled over in his makeshift bed, ruffling his now slightly longer brown hair as he yawned. As he slowly opened his eyes he sat up and stretched his arms out. He looked around, blinking a few times before getting out of his makeshift bed, which was made out of many stitched together'ed sheets of orange and blue fur coats.

"Well, at least you're not getting eaten or attacked by anything so far today Ben, that's a good sign." The boy said as he called out his own safety.

Now standing, the boy did a few stretches. He then began to search the vicinity of the asteroid as his stomach began to growl, his expression changing to a slight blush as a result.

"Well, better get something to eat… What shall I have for breakfast today?" Ben wondered with a light grin.

Scanning the area with his eyes, the brunet spotted a colony of some airborne creatures in the vicinity. Ben leered, and began to route a course in the direction of the swarm. Stopping at the edge of the asteroid, he activated the Omnitrix.

"At this distance… It's probably best to go with—" He quickly turned the dial and pushed down the core.

In a flash of emerald green, he was replaced with a green humanoid plant creature with 5 vine-like legs and flytrap flaps surrounding its blue-eyed head. The Omnitrix dial was displayed on its chest as he revealed himself.

"Wildvine!" The plant alien yelled out.

Wildvine then imbedded his five limbs into the asteroid. Prodding his arms out, they cultivated in length and rushed towards the swarm. Elongating out the four fingers on each of his hands into a makeshift net of sorts, he clutched a small cluster of the creatures and heaved them back towards himself. As his catch grew closer, he let go of one of his arms while still entangling them.

Taking a pod out from his back, he hurled it at the group, making it detonate into a puff of gas. In a short bit, the cluster ceased to resist moving in Wildvine's hold.

"Well, that takes care of that. Nothing a little sleeping gas can't handle." Wildvine said with his gravelly voice. Hauling his legs out from the asteroid, Wildvine then started to pace back to his settlement, placing down his new catch. Taking a closer look revealed them to be an alien species resembling that of flying fish. "Huh… I still can't get used to the fact that some of these creatures look like some from Earth. Meh, doesn't matter, let's get cooking!"

Wildvine then tapped the Omnitrix dial on his chest, enveloping himself into another gleam of emerald green light. After the light dissipated, Wildvine was replaced with another humanoid plant creature. It had two root-like legs, and displayed a flame patterned head with green eyes. The Omnitrix dial was placed on its chest as he looked down.

"Swampfire will do just fine." He decided, speaking out with a nasally voice.

Kneeling and slamming his arms down, green roots rose from the ground, skewering the fish like aliens and placing them in a line. A small pile of roots gathered in front of them as Swampfire stood up. Holding one of his arms out, from a hole in the palm of it exerted ignited methane, which quickly caught fire. Lightly dousing the pile of roots, they slowly began to become enflamed, fabricating a makeshift campfire which began to cook the fish like creatures.

"And now we wait. But while that's happening…" Swampfire whistled as he turned around. The plant alien took a few seconds to walk over to another part of the asteroid he was living on, stopping at what looked like a plain wall of stone. Swampfire looked up as the Omnitrix dial flashed, replacing the plant being with Four Arms.

Gripping onto the wall with his four powerful limbs, Four Arms dragged it to the right, causing it to slowly budge over until enough was done to reveal a hole. Letting it go, Four Arms entered the hole and dragged the wall back from the other side. He exhaled from the physical feat as the Omnitrix flashing again, reverting him back to his human form.

"Even with the Master Control allowing me to transform with a just a thought, I still think it's more satisfying to transform manually." Ben thought out loud, glancing down on the device on his wrist for a moment.

Ben then walked over to a small lever, pulling it down. Several illuminating lights then flickered into existence, revealing a lane ranging down itnto the cave. Ben started walking down the path, until he reached a large metal gate that had the symbol of the Omnitrix on it.

"Voice Recognition: Tennyson 10. Authorize access." Ben quoted as he cleared his throat.

…

…

"User Ben Tennyson recognized; proceeding."

The gate opened up with the confirmation of the mechanical voice, with Ben walking through afterward. As he entered, the door closed behind himself, trapping Ben in a pitch-black sight before further lights went off, revealing another room.

The chamber was occupied of belongings of various origin. Naming a few of these objects were a bunch of what seemed to be alien devices, storage containers, and a mess of papers. But the foremost article was a bulky mechanism that was linked up to a gate like device. Ben walked to it and patted it while giving a small smile.

"Well, let's continue working on you, shall we?" Ben said as he looks up and down the machine.

Walking over to a table full of tools and materials, Ben began activating the Omnitrix. Turning the dial, Ben pressed down the core after selecting his chosen alien, enveloping him in another flash of green light. Replacing him was a small humanoid frog creature wearing a grey and black jumpsuit. It had two large green eyes with rectangular pupils, blinking with horizontal eyelids. A black stripe was on its head, with the Omnitrix dial on its back.

"Let's start off with Grey Matter!" The alien spoke with a high-pitched voice.

Hopping onto the table, Grey Matter began to immerse himself with the tools and materials. Beginning to build some sort of machine, he began muttering various things to himself as the pile of materials began to form something entirely new as time went on. Grey Matter cheered in joy after jumping back to look at its finished work, but his stomach started to growl.

"Ugh… Well, first things first. Time to satisfy my need for nourishment!" He said with a gnarly grin.

Gray Matter tapped the dial on his back, causing the dial to flash green again, replacing him with a blue velociraptor and humanoid like creature. He wore a white and black jumpsuit, with 3 claws for fingers, and sported a five striped tail and a helmet, leaving only his blue skinned face that had green eyes and black lips with black stripes along its eyes. He wore the Omnitrix dial on its chest as he took a stance.

"Gotta XLR8 to the food before it burns!" He squeaked, almost blurting out his words while making the pun. His face was enclosed with a blue visor.

Speeding off to the entrance while swiftly reciting the previous code, the door unlocked itself slightly, but XLR8 zoomed pass through it in a flash. Once he reached the stone wall, the Omnitrix dial flashed green to reveal Four Arms again, who opened the entrance.

Four Arms went to the fire and plucked out the cooked fish, putting out the flames in the process. Shortly after, he quickly ran back to close the entrance before transforming back into XLR8 again.

Returning back to his lab, XLR8 reverted back to Ben. He pulled up a chair and placed his food in a container, holding onto one as he began eating. While eating, he proceeded to continue Grey Matter's work in his human form, attaching a few small pieces to the device's nooks and crannies.

After finishing the rest of his meal, Ben burped loudly as he patted his stomach. He chuckled for a bit before standing up from his chair. Smiling at his finished creation, he held it up in his hands with the proudest expression he ever had.

"At last, it's finished!" He yelled cheerfully.

Quickly running back to the larger machine, he opened up a hatch and inserted the newly finished creation. Walking over to a terminal next to it, Ben began to scan the machine's system, checking on all its functionalities. After tampering with it for a bit, Ben closed the terminal and grinned.

"With the subatomic battery now implemented into the Vortex Generator, I can finally leave the Null Void… It's been two long years!" Ben cheered.

The boy held his hands on his hips as he gazed upon his machine. "Now to just gather up my things and get out of here!"

He then proceeded over to a nearby table and picked up a device that resembled an alien blaster. Ben walked over to the middle of his lab, in front of off all his belongings. Aiming the device and firing it shortly afterwards, it shot out a dark blue cube that engulfed the entirety of the area. It shrunk back into its normal size as Ben pressed a small button on the launcher, picking it up and reattaching it to the device.

'I'm really glad I got a good look at Tetrax's device before he left…' Ben thought, reminding himself of an old friend.

Ben then looked back at the machine, his hand on his chin. He wondered what he should do with all of this scrap material here in this place. He thought hard, before throwing all of his initial plans for a simplistic one. 'Hmm… I might as well destroy any evidence that I was ever here too then…'

After deciding, he went with proceeding to use the cube again to capture his larger machine. After grasping up the cube again, Ben activated his Omnitrix. In a flash, he was replaced with a short green humanoid creature resembling a mix between a hamster and a toad. It wore a grey and black jumpsuit, and it had a green tail. The Omnitrix was placed on the top of its right hand.

The green alien opened its mouth, and out from it spewed out 3 sprouts like tongues that attached to a large boulder. Somehow lifting it up and pulling it into its mouth, it swallowed it whole, causing its stomach to bulge out and a green glow to appear in it.

"Well, I guess I'll Upchuck this entire place down then!" Upchuck exclaimed.

Expelling out a large green energy ball out of his monstrous mouth in the form of a giant loogie, it exploded once it reached contact with the opposite end of the wall. This triggered the inside of the lab to begin collapsing. Upchuck proceeded to eat the gate and spit it towards the rock entrance, blowing it up as well.

As Upchuck emerged from the shadows of the cave, a mass of dust clouds came along with it. He ran out until he was a few meters away and looked back at the entrance, which was now covered in rubble.

"…And that takes care of that." Upchuck said while crossing his arms in a smirk.

Reverting back to his human form, Ben proceeded to walk to an empty lot on the asteroid. Taking out the cube launcher again, he tapped a few buttons and aimed the device out again. Shooting the cube out, it expanded and began to expand. After reaching its intended size, the cube then reverted again, revealing Ben's Portal Generator.

The Omnitrix wielder walked to pick the cube and put it away. As he walked towards the Generator however… Unbeknownst to him, a figure hid in the shadows. They appeared to have been waiting for the next action he was going to do.

Activating the terminal, Ben proceeded to check the specs of his machine, making sure no irregularities were evident in the system. After doing so, he began to input the coordinates for the destination of his portal. Closing the terminal after completing his plans, Ben then walked over to the generator's vortex gate, opening up a small hatch that revealed a small lever. Pulling it down, the vortex gate began to spark to life with red electricity. In a short while a fully formed vortex was present.

"Ha… HA! Yes! Freedom, at long last!" Ben shouted out.

The figure hiding in the shadows then walked out right as he said that though.

"Yeah, for me Ben." The voice whispered out.

Ben's expression wavered from an exciting glee to confusion as he heard the voice. It sounded familiar to him as he turned over. Now looking at the full figure of the person who spoke, his eyes widened upon recognizing the person in front of him.

"You… You're Grandpa's old Plumber teammate, Phil! What are you doing here?" Ben's eyes narrowed at his Grandfather's former friend.

"You should know. I've been surviving here in the Null Void just as you have ever since you and your wretched cousin trapped me here." Phil first answered. "When I saw that you confronting Vilgax and his lackey those two years ago, I knew that you'd try to escape, given the fact that you still had your Omnitrix."

'He saw me fighting Vilgax and Kevin? And he didn't even bother to help out? Typical.' Ben thought with slight disgust.

"So, what do you want?" The boy questioned, though he was now wary of Phil.

"To get out of this place, of course! But… Now that I remember… I seem to recall that it was you and your family's fault for me being in here in the first place! So, I propose this: I get to use that portal, and you get to live." He proposed, holstering out and aiming a pistol at Ben.

Ben glared at Phil in retaliation. "What? No! It's your own fault for exploiting that Mount Rushmore Null Void Projector in the first place! You belong here if anything, Phil!"

"Tch… Then I'll just have to take you down first then!" Phil growled. "Just your luck, Tennyson!"

Phil proceeded and shot his weapon at Ben, however the latter was to roll and dodge. Phil then began to run towards Ben as he placed his blaster back in a holser, bringing out an extendable pole from his other holster on his waist and struggling to swing it at Ben. Ben dodged again and tried to activate the Omnitrix, but was thwarted by Phil while attempting to do.

"You can't use that watch of yours if I don't give you a chance to use it!" Phil remarked with an evil smirk as he proceeded to attack Ben again.

To Phil's surprise however, Ben merely gave a wide grin as he blocked and pushed him, causing his face to become a mix of confusion and anger.

"Who said that I have use the device manually now?" Ben said as the Omnitrix's hourglass flashed and engulfed him in an emerald light.

In another emerald flash, Ben was replaced with an alien resembling a blue monkey, only he had four arms and eyes. He wore a coat of blue fur, with a darker blue tone for his skin color. The Omnitrix dial was on its chest as he wore a black and white uniform.

"Take this, Philly! Lemme show you why this form is called Spidermonkey!" The monkey alien taunted the middle-aged man by scratching his armpits.

Phil growled again as he began to dash towards Spidermonkey. "Oh yeah?! Show me then, you smart Alek!"

"Gladly, hehehehe!" Spidermonkey responded while making monkey sounds, which only made to infuriate Phil even further.

As Phil was running to attack, Spidermonkey grinned while bringing up his tail. Aiming it at Phil, his tail launched a string of webs from the tip, splattering Phil in the white substance and tangling him up. His struggle caused him to fall onto his back, with him grunting ever so sightly as he struggled to get out of the webs.

"Seems like this is the "webbing" on the cake! Ha, get it?" Spidermonkey punned as he itched an armpit.

The taunt only served to anger Phil to a higher degree. Breaking the bundle of web in a fury, Phil quickly rushed towards Spidermonkey, catching the Arachnichimp by surprise.

"TENNYSON!" Phil raged. "COME HERE AND LET ME WIPE THAT STUPID GRIN OFF YOUR FACE!"

Phil rocked his pole back, swinging it in Spidermonkey's way. The alien monkey managed to dodge in time by bounding into a somersault above his opponent. But the moment he landed however, a clash of metal was heard, making the chimp dart his head behind him.

Spidermonkey didn't notice that he was directly in front of the Portal Generator, so when Phil attacked, the machine took the hit instead of him. The dwelling where Phil attacked was where the subatomic battery was stored in, as evidenced by the large area of blunt damage from Phil's attack. Rotating to view the portal itself, Spidermonkey's eyes broadened in horror as the portal began to phase and spur out of control.

"You… You idiot! Look at you've done now! You broke the Generator, so now none of us will be able to get home again!" Spidermonkey retorted as he glared at Phil.

Phil was shocked as well, but upon looking on Spidermonkey's face, his astounded face quickly turned to that of a sarcastic chuckle, grinning while shrugging.

"Ooooh… Well, that's too bad then. But… Even if I can't get back to Earth; if I can make you look as miserable as you are now, then that's a payoff I'm willing to exchange it by!" Phil admitted with a sick smile.

"Grr… You want to see me mad then?! Then fine, come at me, you old man!" Spidermonkey yelled.

Spidermonkey slapped the Omnitrix dial on his chest in anger, engulfing him in another green flash. Taking his place was Diamondhead, who gritted his teeth all the while.

"A Petrosapien, huh? Fine, come at me boy, or die trying!" Phil challenged as he got into a stance.

"The name's Diamondhead, pal!" Diamondhead yelled at he began running towards Phil.

Diamondhead clenched his fists as he held out his arms, firing crystal shards in Phil's direction. Seeing the incoming projectiles, Phil however used his pole to whack a few a few of them, then proceeding to twirl it to scatter the rest.

The crystal alien jumped up and fired another round of crystal pellets, causing Phil to leap back with a backflip. After recovering from the gesture, Phil rushed towards Diamondhead with a quick dash. The Petrosapien morphed his arms into blades and proceeded to join Phil. The two began exchanging blows, with the two of them occasionally taking hits from one another and dodging every so often. Diamondhead however simply regenerated from the damage as Phil continued to take more and more damage.

As Phil and Diamondhead collided together into one last ruffle, their clashing made an extraordinary amount of noise, even more so than any of the other blows the two currently went from as they bludgeoned each other. The blow caused the two to spring back, the both of them landing safely while maintain their stances.

"So, what's it gonna be Phil? You can't hurt me you know?" Diamondhead leered at his opponent.

"Whatever… I might not be able to kill you, but I can still harm you pretty good." Phil retorted as he spat out some blood from his mouth.

After wiping off soot from his cheek, Phil went for his waist. Going for a pouch on his belt, he smirks as he pulls out a small, remote like device that had two stick like protrusions, activating it as soon as he took it out.

Waves of sonic vibrations then erupted into every direction, causing Diamondhead's body to crack from the might of the waves. He groaned in pain as he kneeled, making Phil smirk as he stood above him.

"How's that for you, Ben? A Sonic Emitter, courtesy of your own dear old Grandpa Max…!" Phil said as he waved the said the device in his face.

Diamondhead continued to groan as his body began to crack more and more. "Pft… Lucky shot. And you know…!"

Expecting more groans of anguish from the crystal alien, instead though, Phil was introduced to a pained smirk as Diamondhead began to slowly stand up from this shocking endeavor. "You must be a doofus, aren't you?!"

"What?!" Phil's eyes widened.

Diamondhead's Omnitrix dial flashed again, enveloping him in another flash. Replacing him was the yellow spherical alien that blasted against Kevin and Vilgax two years ago, who grinned at him with his yellow eyes.

"I assume you know what an Arburian Pelarota is? If so, then prepare for a smacking of a lifetime!" The pill bug creature said as it rolled up into a sphere. "You were so stupid to forget that I can simply change forms! Time to give you a Cannonbolt!"

Phil gasps as he turns off the Sonic Emitter, darting back in an attempt to run away from the large yellow alien. Cannonbolt gives quick chase however as he rolls up into his sphere form, catching up to Phil in a short moment and crashing into him. The older man screamed as he was sent flying forward and off the asteroid, diving down into who knows where…

Cannonbolt came to a halt as he unrolled himself, looking down at the void. Though he didn't do it for too long. The superstition that the Void stared back right at you was a bit too literal in the sense for the Null Void.

"Hmph… He really was a corrupt person. Just like Grandpa said, just because someone looks good on the outside, it doesn't mean squat for what's in the inside." Cannonbolt quoted on his victory.

The celebration was cut short as his attention was drawn back to the portal, which had become more unstable through the duration of the fight. Cannonbolt's gave a look of grief as he turned over.

"Now… To deal with this." He sighs. He taps the Omnitrix dial, reverting back to Ben.

Ben dashed over to the Portal Generator's terminal in a struggled attempt to recalibrate the machine, doing all he could to try and stabilize the system. He started to sweat a little though in worry, as the part that Phil smashed was the main battery, meaning that no matter what he did, it would break down. He would try to contain the shutdown of the device… But there were no guarantees of course.

And that just proved to be the case as Ben saw a single spark of red emitting from the keyboard he was typing on.

"Oh no…" He says in low tone as the terminal he worked on exploded. Immediately, the portal started to warp in an out-of-control matter, and began to expand out.

'The subatomic energy is becoming unstable…! At this rate, it'll just become a black hole! I have to run…!' He immediately thought.

With the flashing of his Omnitrix, Ben was replaced with XLR8. Making a desperate attempt of an escape away from the vortex, try as he might, the suction was beginning to overtake on his superhuman speed. He grit his teeth as he slowly began to feel himself being taken off from the ground.

Yelping as he began to fly into the portal, he struggled to hold onto the rim of the portal. XLR8's expression turned from one of mild concern to extreme shock. In his state of panic, he couldn't foresee a moment to activate the Omnitrix with his mind, and as a result an intense white light engulfed his vision, effectively blinding him as he covered his eyes.

After a moment of shining brightly, the white light disappeared in an instant. There was nothing left. No portal, no Ben Tennyson, nothing, not even the asteroid that Ben was living on. The Null Void was now devoid of one of its many prisoners, but to who knows where? Would he survive? Only time would tell…

…

Earth Land. No, not Earth; Earth Land.

Most of the known part of Earth Land was occupied by a very large peninsula, with some isles of different sizes being scattered in the sea surrounding it, and the peninsula itself being linked to the mainland, whose geography is mainly unknown.

The territory of this land was split into several countries: The Kingdom of Fiore being one of them.

Fiore was occupied by a smaller, secondary peninsula sprouting from the main land, to the west. The Principality of Veronica, a small country located in the Mountains north to Fiore. The country of Seven, occupied a peninsula northeast of Fiore. The country of Bosco, located east of Fiore. The Country of Iceberg, located to the east of Seven, northeast of Bosco, north of Joya, northwest of Bellum, and west of the Pergrande Kingdom. And so, on which expanded the boundaries of Earth Land.

But there was one thing about this world more than just the kingdoms. It was a world of Magic, as unbelievable as that sounded.

Magic had been around for centuries in Earth Land and Fiore, and is used in everyday life for various needs. And there were those who used magic in life as their occupation. They were referred to as wizards, or more commonly known as Mages. The wizards belonged to various guilds, and performed jobs on commission. There are a number of large guilds within the country. And within one city laid a very particular guild, known to be the most powerful. A guild were various legends were born… Or rather, would continue to be born long into the future.

That was the words to describe the famous, or rather; infamous guild: Fairy Tail.

…

…

A group of people were walking towards a tall and large building. The front displayed the words "Fairy Tail" accompanied by a symbol resembling a fairy-like figure with a tail. This was Fairy Tail's guild building, which was basically a HQ of sorts.

Now, Fairy Tail's headquarters resided in an imposing building consisting of three floors and incorporating several architectonic styles: it took on a shape reminiscent of a pagoda, with each floor being smaller than the one below it and sitting on the latter's roof. The roofs also bore great resemblance to those of real pagoda, consisting of extremely long, arched tiles lined up one after the other and possessing simple curved protrusions jutting upwards on the building's angles. On the highest roof, topping the summit of the building, sat a simple, round and pointed dome, highly reminiscent of those seen on Arabian buildings, which bore a flag on its point.

The roof below the one with the dome, the middle one, housed a large banner with Fairy Tail's symbol on it, held up by a pair of vertical poles. The building's large entrance was again Arabian in design, with its shape being reminiscent of that of the dome on the summit, and above it was the guild's name, topped by a protruding, stylized heart shape and flanked by a pair of carved fairies. Stylized heart shapes were also visible on the frames of the numerous, large pentagonal windows located on each floor, with the top floor housing smaller, arched windows partially covered by banners.

There were five people in total for this group, four humans and a…cat that could speak.

One of them was a was a teenager girl, with shoulder-length, blond hair, tied in a ponytail to the right side of her head with a blue ribbon. She wore a white, sleeveless shirt with blue highlights, and a blue cross down the center of it, intersecting at her chest. She also wore a blue skirt, and had a brown belt around her waist, which had a black whip and key ring on it. The key ring had eight keys on it, five of them being gold, and the other four being silver.

One of the others was a loud teenage boy with spiky, pink hair. He wore a blackish vest with a gold trim, which was both open and sleeveless, revealing well-muscled arms and chest. He also wore white, knee-length pants that seemed to be tightened to his legs by black cloths. He had a scarf around his neck that bore a scale-like pattern.

The last male of the group was a fairly skinned teenager with spiky, black colored hair. He wore black pants and a long, white coat with a blue trim. He appeared to be calmer and more composed as compared to his pin haired friend.

The last female of their group was a young woman with long, scarlet hair and brown eyes. Her attire consisted of a custom-made armor labeled as the Heart Kreuz brand, alongside a blue skirt, black boots, and diamond shaped silver earrings.

Their final member of this odd group was a small, blue, humanoid cat. He had a white underbelly, and wore a pale green knapsack around its neck and over its back. Bizarrely enough, there were angelic wings sprouting from his back, which were used to hover at head-height with his companions.

"The S-Rank mission is done!" The pink haired teen laughed cheerfully. "I wonder what Gramps will say?!"

"Yeah, but we almost didn't get paid cause some knucklehead kept on destroying everything!" The onyx haired youth shouted. "We were barely able to keep the island from being destroyed as it was!"

"What was that, frost face?!" The former growled, smashing his head into the latter's.

"You heard me, flame breath!" The other teen barked.

The two leered at each, several veins of anger popping on their faces as they continued to lean their foreheads against one another. The blonde girl flinches, but tries nonetheless to get them to stop arguing with another.

"Come on, you guys! We're already in front of the guild, so quit it!" The girl tried to plead. However, it didn't seem to be of any effect… That is, until the scarlet haired woman walked in front of them and smacked their heads together.

"Exactly. Natsu, Gray, behave yourselves!" She ordered, scolding the two of them.

Natsu and Gray froze and place huddled together like scared cats, changing from polar opposites to best friends in an instant as they shuddered over the sight of the red menace that attacked them

"YES, Erza! We're best friends!" The two squeaked in response, hoping to not incur anymore of her wrath.

"Sheesh… Thanks, Erza." The blond thanked Erza as she sighed a little.

"Not a problem, Lucy. the two of them just need an occasional reminder every so often." Erza replied with a smile.

'More often than you think though…' Lucy thought as she sweat dropped at Natsu and Gray.

As the commotion went on, Natsu then caught a glimpse of something in the air. He stopped panicking and looked up after letting go of Gray. He pointed his finger up as he did so.

"Hey you guys, what's that?" Natsu asked.

Everyone stopped to look up at what Natsu mention. Their eyes widened in curiosity at the sight at a vortex opening high in the air, but what really made them shocked the fact that something raced and launched out from the red vortex. A hurling figure of that was too fast for their eyes to complete identity.

"Eh?! What is that?!" Lucy exclaimed.

Erza's eyes narrowed as she eyed the falling figure. She then calculated its speed to predict its landing zone; her face's turning to one of shock when she finished.

"It's going to crash into the guild hall!" The scarlet haired girl yelled.

"EH!?" Lucy retorted. "What do you me—"

"—I have to warn the others!" Erza barked as she began to run towards Fairy Tail's guild building.

…

Going to the said object in the air, our familiar protagonist was in a predicament.

"AAAAAAAAAAAAAAAH!" XLR8 yelled out.

The Kineceleran was now speeding out from the vortex that consumed. He was continuously yelling as he tried to figure out what the heck was happening, only to then reappear in a blue sky all of a sudden.

"WOAH! Where am I? Wait, oh no, AH!" XLR8 yelped out.

As he tried to notice his surroundings, his attention was immediately turned to his own condition. He was falling fast through the air, at who knows what given height! He really couldn't understand where he was going to land towards, as he was basically revolving and whirling at an irrepressible rate.

"At this speed, I'm probably going to heat up like a meteor coming into re-entry! Ugh… I guess I have no choice then!" He yelled out as he slapped his Omnitrix dial.

With a quick flash of light, the blue and black alien was replaced back by Cannonbolt. Curling up into his spherical form, it added more rotational momentum into his overall acceleration, increasing his speed drastically on purpose.

"I just hope that I don't land on anything important!" Cannonbolt shouted in his rolled-up form.

…

…

Back with Natsu and company, Erza arrived towards the entrance to Fairy Tail's guild hall, slamming the front doors open with a drop kick. As she landed, she breathed in, before yelling as loud as she could.

"EVERYONE! EVACUATE THE HALL, NOW!" She ordered with fear in her voice.

Many of the guild's residents and visitors looked over. Some of them reacted in confusion due to seeing Erza's expression, some were more or less shocked at hearing her harsh tone. Out of all the people who reacted to her, a short old man wearing an orange hoodie and blue/orange striped jester hat walked up to Erza in confusion.

"Ah, welcome back, Erza, but what's the matter? Why are you all riled up for?" He asked, worried about the look on her face.

"Master Makarov, a speeding meteorite is going to crash right into the guild hall! We need everyone to get out!" Erza retorted as she grabbed his shoulders.

The old man certainly didn't expect her to say such words. Makarov's eyes popped out in surprise as he blinks a few times. He turns around and yells for everyone to get out. "YOU HEARD HER, LET'S MOVE, PEOPLE!

Turning around again, he and Erza run out, joined by all the other occupants in the hall. It appeared that they were able to evacuate the guild hall with everyone in toe. Though, Makarov was more worried about the guild hall admittedly, as compared to the safety of its denizens.

After everyone rushed out of the building, Erza was the first to look up in the sky. Everyone else saw her gestures, and they looked up at the figure that Erza mentioned. It was now approaching closer, and eventually came down and crashed right into the heart of the guild hall, causing a massive impact and explosion.

Makarov cries out comically as clouds and waves of dust and material apart from the guild hall spreads out in a wide arc. "NOOO! NOT MY PRIDE AND JOY!"

The crash was pretty much heard throughout the entire town of Magnolia, the town in which Fairy Tail had their head of operations in. The impact of the mystery object shook the ground immensely, even to the point that some people fell over onto their rears.

As the dust clouds dissipated, Natsu's group moves forward to investigate the crash site. After escalating up through the remains of the guild hall, they reached the top of the crater. Eyes narrowing down, they looked to see what appeared to be a yellow and black sphere of some sort.

"Hey, let's go check it out!" Natsu prompted, sliding down.

"Oi, Natsu! Don't just… Ugh, wait up!" Gray tried to call him back but ended up catching up to him instead.

"Hey, come back you two, we don't what's—"Lucy cried out, only to be cut off by Erza.

"Don't worry. Now, let's go join them." Erza said as she placed a hand on Lucy's shoulder.

Lucy nodded worriedly but decided to go along. The two women proceed to join the other two in sliding down towards the center, and as they began to reach the bottom of the crater, they could Natsu and Gray look at the spherical object in question.

"So… What do you think it is? I think it's an egg!" Natsu looked over this object in detail.

"No, you dolt. No egg could've survived a fall like that." Gray retorted while also taking a look.

Erza and Lucy join up with them after a few seconds. The scarlet haired woman walks up to it and taps it a few times. Lucy looks at the armored woman, wondering why the hell she would think of doing such a thing.

"Hm… It doesn't appear to be hollow at least. It's probably something that's alive." Erza concluded.

Natsu nodded, but not before covering his nose in awkward disgust. "And it's got one nasty hell of a musk too, yuck!"

"Musk?" Gray and Lucy look at him in question.

As the group's attention was focused on minor details, their devotion was redirected to a sound coming from the said object. It was a small groan that was growing over with a pace of increasing discomfort.

"Oww…" Cannonbolt whimpered. His spherical form shook a little, which made everyone take step back reflexively.

The group backed away few steps afterwards. They watched as Cannonbolt began to unfold himself, revealing his true appearance as he laid flat on his back. The group gasped in shock as they gazed upon him.

"Urgh…" Cannonbolt groaned. "Well… Least I landed…"

Cannonbolt slowly opened his eyes, his gaze readjusting to the environment. He initially saw a blue sky, but it was then replaced by the heads of four people who looked over with curious eyes.

"Huh?" He blinked. "Uhh…"

The Arburian Pelarota stared at the four above him for a few seconds before sitting up. He takes a look at his surroundings, eyeing the massive crater he made. He then awkwardly scratches his head while glancing over to Erza and company.

"Um… Hey there? Can anyone tell me where this is?" Cannonbolt sheepishly asked.

Everyone was silent for a bit, before they all deadpanned and fell down comically. Cannonbolt sweat dropped, before chuckling a little himself. "Well, this is interesting…"

And so, Chapter 2's remake is officially complete.

The last part of this chapter was heavily inspired by the end of Season 3, where Cannonbolt goes into re-entry after exploding out of the rocket ship as I previously said before. However… What I was really inspired by was the part that happened in the previous episode, where Dr. Viktor attempted to send XLR8 off into the portal. Ben was only able to avoid being sucked into that void due to throwing something into there before he himself was inside.

I retouched some still with the Phil fight, as well as showing some remnants of the Null Void's damage on Ben with this in mind. Showing true anger actually made Ben want to fight, and possibly kill Phil during their engagement. However, it's because of Phil that he was reminded of Max and the side of humanity that taught him that there's a limit to the damage and activity you can do in battle.

That's not to say that Ben will occasionally show a little… Ruthless with some wizards in mind. Ha ha…

I've been following up with the final season of Fairy Tail, and I've got to say… Oh my lord. I actually popped off and cheered when Wendy and Sherria introduced themselves! Wendy's natural Dragon Force is sooooo wonderful to look at, as much as it reminded me of Medaka's War God Mode, though a badass Wendy is a coolass Wendy!

So, this was the remake of the 2nd chapter! There are 35 more chapters, as well as the others to also correct with the spelling, grammar, and the like! I hope you'll continue to look forward to them!

So, with that all said and done, I'll see you in the next remake! Tell me what you guys thought of this chapter!