Chapter 4: Welcome to Fairy Tail! 1/2

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

Welcome to chapter four's remake. As I said in the previous chapter, the original versions of chapter three and four had been combined to become a single, longer variation. So, as thus, this one will be entirely different from its original version, so please look forward to reading this!

And with that said, let's get to the chapter! I think I'll also be switching the titles of these chapters around as well.

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 4: Welcome to Fairy Tail!

…

Things had finally begun to settle down from Natsu and Ben's outrageous battle. As the members of Fairy Tail began to relocate back to their guild hall at Makarov's order, many of the wizards in the old man's guild approached and congratulated him on his victory against their pink haired guildmate. Ben was flattered, but nonetheless wondered why many were so intrigued in the fact that their comrade got squatted by a kid of all people.

Ben was currently sitting with Natsu's group, simply leaning his chin against his arm as the wizards of Fairy Tail resumed whatever it was they were doing before he arrived. He didn't know exactly what to do as of now. Part of him was extremely grateful to them for allowing him to stay, but he was still conscious of his circumstances. Here he was a person in the midst of an entire guild full of nothing but wizards.

A person who relied on the wonders of Science, being alongside those who relied on the forces of nature and the power of Magic. It was truly a wonder to behold.

While Natsu and Gray were bickering with one another in a typical fashion with Happy joining in, Erza and Lucy sat on the same side as him. From the bar, which was located quite close to their group, Mira seemed to notice Ben's blank look on his face.

"Is everything alright for you, Ben?" Mira asked, concerned. "You seem to be spacing out a bit."

Ben turned his face to glance at Mira, a slightly awkward smile on his face as he responded. "Oh, I'm fine. I… Guess I just feel a little out of place, that's all really."

Lucy hummed. "Why would make you feel like that?"

"As you all know, I don't use Magic. My powers come from the Omnitrix. And though it may look like Take-Over magic to you all, I know that it's not really an actual thing to substitute for it." He answered, poking the Omnitrix a few times.

Makarov simply smiled as he sat from where he was, sipping from his beer mug. "I can see why you think so. However, tell me… What do you think of the Magic you've seen so far?"

The girls and Ben glanced over towards the old man, with Ben blinking a few times as he thought of an answer to his question.

"Well… Regarding the Magic that I've seen so far in Earth Land, I'd have to say that they're unique in their own way. The flexibility of their uses is undeniable." He admitted.

"True. But you also have learned the reasons that they use them, yes?" Makarov then asked.

Ben nodded. It was true. He learned the rough explanations of how a Guild functioned in the Kingdom of Fiore. The members of this guild were basically mercenaries, people who used their abilities to perform jobs of all sorts. While of course they generally stayed on the path of good and never sorted to stray off and do evil tasks, Ben couldn't help but notice how some of these people acted towards one another.

From the looks of various members, they all used their abilities for some kind of purpose; and it was pretty much a part in their everyday life. Natsu and Gray used their powers in all of their actions, comical or not, and from observing other members, their Magic often related to their own lifestyle as well.

"Solid Script, Smoke, High Speed, Dragon Slayer Magic… They all are special, I can tell that at least." Ben listed off finally. "In regards to all of the Mages here, I can tell they use their abilities for pretty much any occasion."

"Indeed." Makarov nodded. "But… I must ask this then. How are these abilities to that of things in your own world, Benjamin?"

"I'm a bit curious about that as well." Mira admitted. "I wonder how it's like in your world."

"I as well." Erza nodded. "Care to explain a little?"

"Well… Magic does exist in my world, as I've come to personally meet users of the art. And although their abilities weren't as direct as the Magic used here in Earth Land, there are some similar things." Ben answered, before taking a look at the Omnitrix.

"Regarding things other than Magic though? I have to admit, chances are that there's probably a type of creature in my world that can replicate the same effect of the Magic here." He went further on.

Makarov, who had his eyes closed, nodded a couple times in understanding as he took all of this information into account. "I see..."

The Guild Master then opened his eyes, and turned to Ben. "Then why do you claim that you are not a Magic wielder?"

Ben knew Makarov would ask this question. No doubt that the people here saw his abilities as that of a Take-Over Mage, a person who could transform into various forms much like himself.

"Well, like I said before. The Omnitrix isn't magic; it's technology." Ben explained.

Makarov sighed a little, gesturing Erza to take the reins of this conversation for a little bit. The redhead smiled, glancing to Ben as she folded her hands together on the table they sat on.

"There is much more to being a Wizard than simply wielding magic. Power can come from all kinds of sources, and science is just one of those paths. It is what we choose to do with the powers we possess that defines a person." She said in a sagely manner.

Mira nodded, and began to add onto this. "The members of Fairy Tail make the most of what we have. We cherish the time we share together as a family, and live every day to the fullest. For us, that is our definition of a Wizard."

"Precisely…" Makarov smiled.

"And…" Ben blinked. Though it was a bit vague, he was starting to understand what they were getting to. Lucy listened as well with deep interest.

"Living life to its fullest. Staying on a wholehearted and pure path, doing what one wants to, while spreading good and helping those in need all the while." Makarov quoted. "And from what I've seen… You have all of those defining qualities, young man."

Ben simply stared at Makarov's grinning face. He didn't know what to say to that, or how to react. By Makarov's logic, any kind-hearted person would qualify as a Wizard in his eyes.

From what he said, Fairy Tail was pretty much a big family trying to live life as normally as they could. He was no longer feeling sorry for being stranded, but did it really look like he was making the most of this life-changing event?

"…What are you trying to say?" Ben asked. He was pretty much knowing where this was going to go, but asked regardless.

Makarov placed his beer mug down, facing him fully as he smiled.

"I am simply offering you a chance. I'd like to ask someone to see if they can find a way to arrange a way home for you. If, however, there isn't any, I want to offer you a chance to live life as a normal person, here in Earth Land. As a member of Fairy Tail." He explained.

Ben's eyes widened. It went without saying that he was absolutely baffled at this sudden situation; however, he was touched by the old man's resolve for his and his guild's way of life. Makarov described this guild as his "family," and he was already willing trust Ben enough to offer him a place in it. He wanted to grant someone a chance to do good, and live a blissful life.

He thought hard about this. He… He had family back in his own world… But as of yet, there was probably no way to return there. It didn't look like this world had the technology to fabricate another Portal Generator, despite the era these people lived in.

However… As hard as he thought about it, it was then that some words from Max came from the back of his mind. Words that he once said to Ben when he first got the Omnitrix, and the responsibilities that came with using the powers of it.

'Being a hero isn't about letting others know you did the right thing; it's about you knowing you did the right thing…' He recalled his words.

Smiling at his grandfather's mental image, it was then that the three girls looked at him as he turned to Makarov.

"You know… That might not be so bad." He admitted with a smile. "I think I'll take that offer."

Makarov's eyes widened, before calming down with a gentle smile growing instead. "…And I will accept that decision with all of my heart."

It was then that Natsu and Gray stopped their bickering, hearing Ben's words. The onyx-haired youth blinked several times before opening his mouth.

"Are you serious?" Gray asked, a bit surprised at his decision.

"Hey! Ain't that swell?!" Natsu grinned, lunging over the table and hanging a shoulder over Ben's neck.

"N-Natsu!" Lucy barked, though she and the rest of the nearby wizards smiled at Ben's decision to join their ranks.

"Alright everyone!" The old man said as he stood up with his beer mug. "Despite literally coming in like a storm, we now have gained another addition to our family. Everyone, welcome our newest member: Ben Tennyson!"

The crowd roared and cheered with a thunderous applause. Natsu's team went up and congratulated Ben as the rest of the guild proceeded to celebrate with a feast.

As Ben was released from the commotion, Mira approached him with a stamper.

"Ben, can I have a moment of your time?" Mira requested politely.

Ben gave her a nod, prompting her to wring it out. The stamper had a simple square in design, but Ben could tell it had Magic embedded into it.

"So, now that you're an official member of Fairy Tail, where would you like your mark?" She asked.

Ben looked at the stamper for a bit, and then thought for a moment for where he'd think would be the best spot. After deciding, he lifted up his left sleeve.

"I'd like to have my mark here." Ben said, pointing to his left shoulder.

Mira giggled a bit, gladly accepting Ben's decision. Stamping right onto his left shoulder, the rectangular mark flashed brightly, before morphing into the trademark Fairy Tail emblem. The flash dissipated to show a brilliant dark green coloration in its place.

Mira then gave Ben a warm smile. "Welcome to Fairy Tail, Ben!"

"Aye!" Happy agreed, hovering over him before landing on his head with a plop.

Ben smirked, giving his new emblem a look. 'Well, this is probably going to be an interesting time.'

…

The next day, things had started to return to a relatively normal state. In the guild hall, the newest member of Fairy Tail, Ben Tennyson, was sitting at the bar. He seemed to be quite…awkward however.

Yesterday right after his fight with Natsu, Ben had become an official member of Fairy Tail. He noticed that many of their members had placed their emblems in easily visible locations, but Ben figured that there were probably going to be many opportunities for showing it off. Makarov provided the young Omnitrix wielder with some temporary housing to start off, as Ben had none of this world's currency to go off on.

Sitting with some members that started to get acquainted with him, some of the more curious members, such as Mira, Cana, and even Wakaba were with him as they listened to his stories from places he went during his summer vacation two years ago.

"There was this one time when we visited this place called Sparksville." He started to recall. "It was…electrifying."

"Electrifying…? That's a bit vague." Cana tilted her head as she jugged down a mug of alcohol in an instant.

"Never mind that!" Mira brushed her off. "Tell us more!"

"Heh… Well, Sparksville itself was basically a huge tourist attraction. Me and my family visited nearly every attraction…until we encountered a gigantic rubber ball." He explained, expanding his arms out emphasized. "And let me tell you, there were things that we shouldn't have let out from it..."

"Things? You mean aliens?" Wakaba guessed.

Ben nodded. "You know how rubber is an insulator for electricity? Well… It turns out that I might've accidentally set some electric aliens free…"

"And then what, they caused a bunch of bedlam?" Cana joked, but snickered upon seeing Ben making an awkward smile. "Pfffft… Are you serious?"

"Well… If I had a few words to describe them… I'd quote some words from Sparksville's mayor." Ben then said.

"What were they?" Mira asked, more curious then ever. Ben smiled a little as he activated the Omnitrix, slapping the core down a few seconds later.

Everyone shut their eyes, and as they opened them. Resembling Ben was a small creature that took on the form of an anthropomorphic battery. He was primarily black in color with green almond like eyes. He had a large white and gray lightning like line from where his neck starts, to where his legs start on his front and back. On the top of his head was a hole, in which a mass of electricity surged off from. On his back were a plus and minus symbol. The Omnitrix dial was displayed on his chest, with the Fairy Tail emblem on his left shoulder.

Wakaba nearly fell over as Ben zipped in front of him, zapping his sides in a cynical show of humor.

"AH!" He whelped. "What?!"

"…Megawhatts have a dangerous sense of humor." He quoted. "That's what those Nosedeenians, like Buzzshock, were known for!"

While Cana and Mira were giggling at the middle-aged man's falling, suddenly, the front doors to the Guild opened. Stepping inside was Erza with Gray, Natsu, Lucy, and Happy behind her. The ice mage and Dragon Slayer were wearing their usual attire whilst Lucy had changed into a blue shirt with brown shorts.

"Excuse me, but is the Master here by any chance, Mira?" She first asked the white-haired teen next to Cana. "I still have to punish these clowns for their foolish actions on their previous endeavor."

Buzzshock blinked a few times as Wakaba got up. "What do they mean by that?"

"Agh… Well, before you showed up, let's just say those four took on a job that they weren't supposed to, even though it was a success." He summarized.

"Well, the old man left a while ago." Cana answered. "Probably to go do some business with the Council as usual."

"I'd say that's about right, Erza." Mira shrugged.

Upon hearing their words, Natsu, Gray, and Happy all sighed heavily in relief. Lucy frowned as she looked upon their relaxed figures, wondering if this punishment they were supposed to receive really that gruesome of a thing.

"Well, at least that's not happening!" Natsu gleamed in a joyful matter.

"Yep. At least we'll be safe from that until the Master gets back." Gray let off a small smile.

Lucy shrieked, grasping her head in confusion. "You guys are really freaking me out! How is he going to punish us?! What's that?!"

Hearing their loud whimpers and cheers began to annoy Erza, who clanged all of them on the head with her armored fist. They all cried out in pain as lumps grew on top of their heads.

"SILENCE, ALL OF YOU!" She barked. The group instantly ceased their talking and shivered in fear. Natsu and Gray even held onto each other, both afraid of further punishment.

Sighing, Erza then turned to Mira once more. "Do you know when he's planning to return then?"

"Hmm… I'm not sure exactly, but I'd imagine it'd be soon. Their meeting place wasn't too far from here." She answered.

Erza nodded, placed her hands on her hips in an authoritative matter, and turned to face the four behind her. "The Master may not be here at the moment, but you four are not getting off the hook! You broke the rules of the guild by taking on that S-Class quest, so prepare for your punishment."

Natsu, Gray, and Happy immediately hugged each other in support, whimpering in fear. Buzzshock even winced a little as he reverted back to human.

"Erza's the authoritative type, I guess." He chuckled sympathetically.

"Well, it was nice knowing you all." Wakaba joked. Ben turned to the Smoke Magic user in question.

His smile then turned into a frown as he looked away. "It's a shame. Those two boys are one thing, but I can't believe Lucy-chan's getting punished too… Oof, that's harsh…"

"…Dare I ask what this punishment is?" Ben murmured to himself.

"Wakaba?! Hey!" Natsu demanded furiously. "How come you don't feel sorry for what's about to happen to us?!"

"And why are you involving me with this flame brain of a guy, you old fart?!" Gray added in turn.

Before anyone could intervene, a fight broke out between the three. The former two traded insults back to one another as they fought Wakaba and each other. Ben watched this superb moment of idiocy as a sweat drop rolled down his face. He managed to sneak away before he could get hurt.

"Fighting sure seems to be a popular thing to pass time." He guessed.

"Being a man means that you take responsibility for your actions." Elfman stated as he came near. "You two are men, right?! It's high time for you to get up and face it like men!"

"It's not fair!" Happy cried as he flew around. "Why doesn't anyone include me in the list of those to be sorry for?"

"Will someone please tell me what that is?!" Lucy barked while still panicking. Ben and Mira glanced at each other, shrugging while Natsu and Gray began to throw fire and ice at one another.

…

After all of that was taken cared off, Ben followed Natsu and Gray as they were standing in front of the Request Board. It was a board on the wall with various jobs posted all over it. However, the duo was mainly focused on a particular job request in the center. The request was printed on black paper with white ink, had two eyeballs at the top, and a bunch of indecipherable scribbles all over it.

The only thing readable was the big "Read This" at the top and a "500,000 Jewels" reward marking at the bottom.

"What's this?" Ben asked. "Some sort of request?"

"That's what I was gonna say." Natsu placed his hands on his hips. "I've never seen a request sheet like this before."

"Yeah, me neither." Gray agreed. "What's it say?"

"Oh, hey there, guys! Welcome back." A voice then called out behind the three.

Turning around, Natsu and Gray recognized the person who called them out. He had orange hair, glasses, and wore a dark green jacket with white fur trim around the hood.

"Oh, hey, Loki." Natsu greeted, before turning back to the request on the board. "Uh… Let's see what these characters say…"

"What's up?" Lucy asked, stepping to see why they were gathered around the Request Board. "A job?"

All of a sudden, Loke flinched away. His eyes were wide open, and it looked like he was ready to just dart away at a moment's notice. "L-Lucy? Y-You're back too, I see!"

"Isn't that obvious? I was with Natsu too, you know?" Lucy pouted in a condescending matter. "Geez. Why are you always jittery around me?"

Loki began to sweat a little, before suddenly breaking off the topic. Er… Nothing!"

Loki quickly turned and made a break for it; however, he smacked straight into Erza and fell on his back unconscious. Ben merely blinked a few times in confusion as the redhead came near.

"Oi! You two won't be taking any requests while I'm around!" Erza scolded the two as she walked pass Ben. She placed her hands on her hips as Natsu detached the strange form from the Board.

"Hmm… It says here… "Please decipher the true meaning of this text and behind these characters. If you manage to do it, a reward of 500,000 Jewels will be rewarded to you". Woah, 500,000? That's wicked!" Natsu grinned.

"Aye, sir!" Happy nodded.

"Deciphering some text?" Gray rose an eyebrow. "Now that's an odd request."

Taking a closer look, he then frowned however. "Hey, that's some ancient text that's on that though. No one's gonna be able to read it."

"Hold on, it's written in modern letters too." Happy noted as all of them started to look upon the request. "Take a look."

"…Didn't I just say that this was a bad idea?" Erza reminded them.

"Wait… Oh, I can read that part then!" Natsu blinked as he looked down on the text. "Let's see here…"

"Uh… Is that safe to read off? I'm getting a bad feeling from my left arm…" Ben muttered.

"Ugo deru rasuchi boro kania…" Natsu started to read off, only to rub his head in frustration. "Ugh…! WHAT THE HECK! I don't get this!"

However, though it didn't seem to have an effect initially, suddenly, the request paper began to brighten up, casting different colors of the rainbow on the group who were transfixed on the glowing paper. The waves of light caught Wakaba and another man's attention as they sauntered closer to it.

He was a slim, mildly muscular man of average height with short, straight, slicked back dark blue hair. He wore a knee-length white jacket, with a wide, dark purple collar and matching edges, with the sleeves kept rolled up. He was Macao Conbolt.

"What's going on?" Macao asked. "Is something happening?"

"Heh." Wakaba snickered. "The kids are so scared of the Makarov's punishment that they're sweating rainbows."

"Err… I don't think that's the case." Macao sweat dropped.

The two continued to watch the group while they were still entranced by the glow of the text that Natsu read off. A few seconds later, the light faded away. The group stood there motionlessly, until…

"…Why do I feel so tall all of a sudden?" Erza suddenly asked as she looked at herself. "Also, why does my torso feel so heavy?"

"Why am I so cold for…?!" Gray suddenly shivered, which made Macao and Wakaba dart their eyes over.

"Huh? Since when can Ice Make users get cold?" Elfman asked in confusion. His confusion went further on as he and Mira started to see his entire body starting to secrete cold layers of frost.

"W-What the heck? I feel like I'm gonna freeze over!" He squeaked, chattering his teeth as he folded his arms around his body.

That statement dragged attention from the other mages as their eyes opened slightly. Since when did Gray, someone who was infamous for stripping and not being cold in any situation, feel cold all of a sudden? Things were beginning to look funky…

"…I feel shorter." Ben then said, before frowning. "And… What is with my voice? It sounds like a child's."

"Well… Aren't you a kid, Ben?" Wakaba asked while sweat dropping.

"…Ben? But I'm… Erza." He blinked, before widening his eyes. "Wait, what?! What is this?!"

Natsu also snapped out of his phase, but his face sweating a bit. "What's going on? I feel…very hot all of a sudden? Ugh, damn it! I'm gonna strip!"

"Huh? Natsu, are you alright?" Macao asked, stupefied as well. "You've never complained about the heat before."

"Oh, lookie here!" Lucy yelped happily; however, her cheeks seemed to a rosy red, and her attitude was that of someone else. "Check out this hot body!"

"Huh? Why's everyone so tall all of a sudden?" Happy, who was standing on the wooden table, spoke out next. Suddenly, he brought up his paws to his face. "…WHAT THE?! I'm in the stupid cat's body?!"

"Isn't that obvious?" Elfman asked. "You're the only talking cat we know."

"I'm not Happy though! I'm Lucy!" He retorted, which made the Strauss flinch in response.

The groups then turned to Lucy and were met with a shocking sight. The blonde mage made a mischievous expression, fondling her large breasts. "I don't think I've always had these things, but they're fun to play with!"

Wakaba, Elfman, and Macao were left dumbstruck and blushed in excitement. Happy, meanwhile, was absolutely appalled as his eyes bulged out. Immediately, he glared at the blonde angrily. Happy quickly leaped off the table, flying straight toward the Lucy.

"Leave my body alone, pervert!" Happy yelled furiously. "LUCY KICK!"

The blue cat landed a direct hit in the blonde's gut; though it only served to be a slight source of pain for her, and more for the attacker. Happy collapsed to the floor, his right leg throbbing in pain. Lucy and the others stood above him.

"W-What's going on here…?! Why am I Happy's body for…?" She whimpered as she tended to her aching leg.

Loki finally came to as he steadily got up from the floor. "Ugh… My head. Erza's armor is seriously hard as—"

As the orange haired teen's vision focused back to normal however, the first thing he saw was a certain blonde mage in front of him. He immediately resumed his previous behavior that he only showed in front of Lucy, flinching before dashing in the other direction.

"Uh… What?" Happy/Lucy tilted his head. "That was rude."

Elfman, Wakaba, Macao, and Mirajane were left dumbfounded and speechless over everything they were seeing. Pretty much all the mages nearby were in complete questioning of what happened to these six people. Lucy/Happy in particular cried out as she got up.

"First, I'm a cat, and all of a sudden there's this creepy lookalike of me!" She accused as she pointed at Happy/Lucy. "I need answers!"

"What are you going on about, Happy?" Natsu asked, cocking a brow in confusion. "What do you mean?"

Ben sighed heavily, his face making an expression that was an eerily reminiscence of Erza's when she had to keep Natsu and Gray under control. "You are all acting as fools!"

"…Woah. Never thought I'd see that kind of expression on my face. At least, not in a while." Erza admitted. "But I think you've got the picture, right, Erza?"

"E-Erza?!" Natsu and Gray suddenly huddled together again, though they were quite confused that it was Ben that was making them act this way.

"Yes! Is it not obvious? The six of us have switched bodies and minds alike!" Erza/Ben announced, firmly standing with his arms folded together. "Take a moment to notice, Natsu, Gray, you foolish boys!"

"S-So wait, who's who then?!" Gray looked around frantically.

"It should be like this…" Mira giggled. "Natsu and Gray, Lucy and Happy, and Ben and Erza!"

…

…

"EEEEEEEH?!" Everyone in the Guild, besides Ben and Erza themselves, yelled in astonishment.

"The ancient spell, Changeling, has been cast, I see..."

Everyone turned to see Master Makarov standing at the front doorway, his head down and his hands grasping his cane behind him. He snickered a little as he walked inside, noting the interesting faces on everyone.

"Seems like we're in a mind-boggling situation, I see!" He punned. "You all have activated the Changeling!"

"Master, welcome back." Ben, or rather, Erza in his body, came up to him, with all of the other affected members following suit. "What in the world is that spell?"

"It came from that sheet, which is basically a tablet of a spell placed in a readable and interactable form." Makarov answered. "Quite a doozy, if I say so myself."

"Well, what does it do?" Ben, in Erza's body, then asked.

"When one recites the wording written on that sheet, the minds of those nearby will be switched between one another, with at least one going to a different body." He chuckled.

"T-That sounds horrible!" Happy gasped.

"Hey… You're Natsu, ain't ya?!" Gray, in Natsu body growled as he grabbed his own body's shoulder.

"Yeah? What about it?" Natsu/Gray glanced back, before getting the collar grasped by his own body.

"This is your fault then! Because of you now I'm stuck in your body!" Gray/Natsu explained in a harsh tone. "What the hell have you done?!"

"Hey, how did I know?! All I did was read the stupid thing!" Natsu/Gray argued back.

"Alright, that's enough, Natsu… Or it is Gray? Honestly, the two of you act so similarly to one another." Makarov corrected himself. "However, this spell does more than switch bodies, it switches the magic that the people use altogether as well."

"Wait, what?!" The group of switcheroos then turned to him, though Ben was reacting a different matter other than shock.

"Don't tell me there's something else as well, Master!" Erza/Ben grabbed Makarov's shoulders.

"Er… Unfortunately, yes. The rumors say that if the spell isn't reversed in half an hour, then the effect is permanent. You'll no longer be able to switch back." He chuckled sheepishly in response.

...

...

"WHAAAAAAAAAAAAAAT?!" Everyone else then yelled, not including the six.

W-What?! How long has it been?!" Natsu/Gray ran around frantically for an answer.

Mira took out a small pocket watch, eyeing it. "It's been around sixteen minutes since it's been activated."

"Wait, what?" Ben/Erza turned to her, frowning. "We've been frantically wandering for more than fifteen minutes? When, I mean, how?"

The other reacted similarly, shocked by how much little time remained despite not even doing anything in the meantime. They immediately turned to their Master again for answers.

"Gramps, isn't there anything you can do?!" Gray/Natsu cried out. "Anything to change us back?"

"Hmm… Well." Makarov looked away, itching his own nose while thinking. "Since this is pretty much Lost Magic… I don't have a clue!"

Suddenly, the group's eyes widened to become bigger than clocks while their jaws fell to the floor, expressions of horror being written off on their faces. Erza/Ben especially was bothered by the Master's answer as Makarov folded his arms while huffing a bit.

The old mage sighed. "I was looking so forward to punishing you… Though looks like you've got your hands full right now! Compared to this, my punishment would be miniscule!"

"Even me?" Ben/Erza pointed to himself.

"Er… I'm sorry for your involvement in this as well. You're… Ben, yes?" Makarov guessed. "Oh good, I got one person right at least."

The short old man then began to walk off, whistling away like nothing happened. "Well, best of luck to you all!"

The team was left dumbfounded. Natsu/Gray and Lucy/Happy were both heartbroken, their bodies scaling down to a pile of cartoonish mush. Gray/Natsu was on his knees; he too was too horrified to stand as his spirit comically started to come out from his throat.

Erza/Ben and Ben/Erza looked at each other awkwardly. Ben watched as his body was standing firm and calm; although he could then see that his left eye was twitching, as well as his whole body soon after.

"This is quite the predicament…" Erza/Ben muttered.

"AGH! This is stupid!" Gray/Natsu yelled. "I can't take it anymore! I'm gonna strip!"

He swiftly pulled off his black vest and Natsu's wrist band within moments and threw it aside, leaving his upper body exposed. He was just getting ready to take off his pants too until the flame mage tackled him in his own body, twitching veins forming on his head all the while as well.

"Oh, hell no! No pervert's gonna strip me down in public on my watch!" Natsu/Gray promised.

"Even in Natsu's body, Gray wants to strip down? Seems like its more of a psychological thing going on for him instead." Ben/Erza folded his, or her… They folded their arms.

"It seems so, Ben." She responded, sighing a little regardless. "That idiot…"

Lucy/Happy sprouted wings from their back, though it didn't seem to be intentional.

"The ability to fly with angelic wings is something cool… Though I don't wanna be a stupid cat forever!" She barked. "Can't someone do something?!"

"Eh? But what's so bad about being stuck as me?" Happy/Lucy asked innocently.

"You don't even have a thumb to grab stuff, for starters!" Lucy/Happy retorted, which made him gawk in response.

"Hey, stop stripping my—UuuuuwaaagH…" Natsu/Gray continued to prevent Gray from stripping his body, only to start drooling some small bits of ice. "Ugh! What the hell?! Why's there ice comin' out from my mouth?"

Everyone looked to see Gray/Natsu with fire drooling out from his mouth and onto the floor as well. "Fire?! Why am I drooling magma or some crap?"

"Hey man, stop it!" Elfman ordered.

"We can't!" Both of them retorted as they tried to cover their mouths. Unfortunately, they couldn't hold it any longer, and large amounts of fire and ice started to vomit out from their mouths.

"…I've heard the phrase of people vomiting rainbows before, but this something else entirely." Ben/Erza sweat dropped, before turning to his body. "Umm… Erza."

"Hm?" Erza/Ben glanced over.

"Mind if you do something with the Omnitrix?" He asked. Erza's eyes widened, as she realized what he was trying to do.

"O-Oh… Sure. Go for it." She answered as she extended her left arm out. She looked down on the Omnitrix, observing its futuristic appearance.

She remembered how he activated it. Pressing the two dial switches, she flinched as the core popped out of the device. "It… Doesn't hurt when it comes out?"

"Why would it hurt?" Ben/Erza asked. "Go for Heatblast!"

"N-Never mind…" Erza/Ben muttered as she took hold of the core.

As soon as she turned it, the holographic image of an alien she never seen before appeared. She frowned upon looking at it. By now, the flames were starting to spread, which made a few of the mages nearby stagger away.

"Uhm… Which one is Heatblast again?" She asked.

"He's pretty hard to not remember. Flaming head and all." Ben/Erza rose an eyebrow.

She sweat dropped. After taking a few seconds upon to view countless amounts of unfamiliar forms, the hologram of Heatblast finally appeared seconds later. Flaming head, just like he said. Gulping a little, she pushed down the core, though the Omnitrix seemed to spark a little before she was enveloped and blinded the guild hall with a green light.

Everyone turned to see her now transformed, though she wasn't Heatblast. Instead, she had transformed into Upchuck, though it appeared to be a different version.