Chapter 92 - 7-

Chapter 7: Target Lucy Heartfilia

At Phantom Lord Guild

In the guild of Phantom Lord where Guild Master Jose and one of the Ten Wizard Saints resided, a fierce battle was now taking place inside. The sounds of battle were so loud that the citizens from the town bellow could hear it. Inside the guild were the members of Fairy Tail who were fighting the members of Phantom Lord and were currently overtaking them.

Natsu was an angry flaming juggernaut pummeling anyone that came at him into submission, Gray was freezing his enemies solid, Cana was using her card magic to use lightning and zap multiply enemies and as for Elfman, he was using a beast arm to lay the smack down on them while making comments about being a man that made about as much sense as something Rath would say.

However a sudden boom noise stopped the fight as fairy tail and phantom lord turned to see what made the noise.

There behind the phantom members and on top of a now broken sign of their guilds name was Gajeel who was standing with an amused look on his face as he observed the members of Fairy Tail below him. Erza instantly narrowed her eyes in recognition.

"It's him, the Iron Dragon Slayer, Gajeel." Erza said with some tension in her voice seeing one of Phantoms best wizards now joining the fight.

"Hahahahaha so Titania knows my name. I'm honored, that is to say I would be if it wasn't a lousy Fairy Tail wizard who knew my name." The Iron Dragon Slayer said dismissively earning a glare from her.

"You're the one who attacked Levy!" Nab shouted as he had jumped towards Gajeel with his fist reared back.

However before he could even reach him, an iron pillar formed itself on Gajeel's right hand where it then extended forward and slammed itself against his chest where he was repelled back and pushed into the ground where the pillar crashed against some of the other members of phantom.

"What the heck!? He just knocked out his own comrades with that attack!?" Gray said in disbelief before Gajeel jumped off his spot and landed on the ground with the others as he retracted his pillar.

"If this is all you can do then you're even more pathetic then I thought. But then again I guess I shouldn't be surprised since we're the real top guild in Fiore." Gajeel said arrogantly as his hand finished retracting the pillar and returned to normal.

"I'LL SHOW YOU WHO'SE THE PATHETHIC ONE AROUND HERE!" Natsu shouted as he attempted to charge at him but a hand grabbed his shoulder and prevented him from doing so. "HEY WHAT'S THE BIG…" his next words were cut short when he saw that it was Erza who stopped him. She had an intense glare on her face showing contained anger.

"I'll take him on." She said simply with no room for objection. Normally Natsu would protest about being denied a fight but the look she had on her face clearly showed she was in no mood for arguments. He silently stepped aside as she walked towards Gajeel.

"So you're fighting me? Either you'll be a good opponent for killing some spare time or just another pathetic fairy for me to clip your wings like I did with those 3 weaklings."

Erza's eyes darkened with rage at knowing he was talking about Levy and the others. She stepped forward with her sword aimed towards the iron dragon slayer angrily. "Then allow me to show you what this fairy can do BY BEATING YOU!" Erza shouted before she lunged forward and swung her sword down aiming for his right shoulder.

However before her blade could connect Gajeel reacted quickly and turned his entire right arm into iron with his arm now resembling a blade of his own which he used to intercept Erza's sword as they were now pushing against the other in a show of strength.

"So your Erza huh? Well I gotta say you have a good arm. I actually felt a slight numb feeling when your sword made contact but if you think you can beat me with weapons made of iron or metal then you're seriously messing with the wrong guy!" Gajeel shouted the last part before he pushed harder and began to force Erza back before she jumped away and her body was covered in a flash of light.

"Requip!" Erza shouted before her armor vanished and was replaced by her heaven's wheel armor.

Gajeel narrowed his eyes at the change in armor before he took to the offense. He rushed at her with his iron sword swung forward to cut her apart but Erza used her armors wings to fly up and narrowly avoid the slash as she materialized a dozen more blades around her and then began preparing her attack.

"Dance, My Blades!" She shouted as her blades began to circle around her rapidly as Gajeels eyes widened at what he suspected was coming "Circle Swords!" she called out as the ring of blades were instantly fired at the iron dragon slayer and even a few other members of phantom who were too close to him. The attack created a small dust cloud to form which now hid Gajeel from view.

"Yes she got him!" Gray shouted admirably at Erza. She was always a symbol of how great a wizard can truly become and how great fairy tail was to have her on it's side.

"That's our Erza, she's a real man." Elfman said while Cana quietly muttered to herself about how Erza is a women and not a man.

Erza remained floating above as she viewed the dust cloud waiting for it to clear up. Suddenly without warning a pillar shot out of the cloud and was heading right for her, except this one had a sharp pointy tip like a spear. Her widened in alert before she tried to avoid it by moving to the side but was unable to completely evade that attack as the spear struck her armors left wing and pierced through it like if it was made of glass as her wing shattered to pieces like a stone into rubble. The loss of her left wing caused her to loss her flight and fall to the ground but she reacted quickly and expertly landed on her feet without trouble.

"Nice try Titania but you're going to need more than numbers to even think of beating me," The voice of Gajeel spoke from the dust cloud which finished clearing up as her and everyone else's eyes widened at what they saw.

In front of Erza was Gajeel who was now completely covered in scales that seemed to be made of his signature iron but the thing that Erza was surprised at was how their wasn't even a scratch on him after taking her attack head on.

"What the hell! He's covered in scales!?" Macao shouted in disbelief.

"Not only that but he isn't injured in the least after that assault from Erza." Cana said in equal disbelief.

'I struck him with multiple swords and they didn't harm him in the least. His scales must be harder than my heaven wheel swords. I need something stronger if I'm going to break through his defenses,' Erza thought to herself as she prepared to requip into something else when Gajeel spoke up.

"I'm getting bored fighting you so how about someone else joins the fight." Gajeel said while looking to the other Fairy Tail mages to see if any of them would get the guts to attack him. "Show me what you got, unless you weaklings are too scared to face me?" He taunted to try and get a rise out of them.

It worked as Elfman and Natsu who had stayed out of the fight out of respect for Erza and fear of what she'd do to them for getting in her way.

"Too scared!" Elfman said as he lunged at straight at Gajeel. His arm which was transformed into some sort of beast-like appendage, was cocked back. "Real men have no fear!"

"Elfman wait!" Erza warned him but they feel on deaf ears as a magic circle appeared in front of Elfman as his beast arm shifted into a rigid arm that seemed to be made out of stone like bricks. His rocky fist connected with Gajeel's shoulder but had no effect on the black haired man.

"So you're Elfman huh?" Gajeel said. He then shifted his other arm into an iron pillar and extended it toward Elfman.

The large white haired man was quick to dodge the attack though. As Gajeel's arm returned to normal, he then kicked his leg out, which instantly changed into an iron-club and stretched toward Elfman at high speeds. Amazingly, Elfman caught the pillar with his hard stone hand but was pushed a few short feet back.

"Ah, not bad, big guy," Gajeel praised with clear sarcasm in his voice.

"Well that's because I'm a real man." Elfman stated.

"Yeah?" Gajeel smirked, "Well then, let's see how a realman handles this!"

Without warning, a few lumps grew from Gajeel's leg. They quickly stretched out into miniature pillars and smacked into random Phantom members nearby who were spectating.

"They're Phantom! You attacked your own men?!" Elfman shouted as looked at the Phantom members being knocked back by Gajeel's manifested pillars.

"Because I knew it would distract yah!" Gajeel explained. His right arm shifted into a club and slammed into Elfman's face, driving him back.

Natsu jumped into view and used Elfman as a springboard to launch himself at Gajeel. He dodged another iron-club that Black Steel attempted to strike him with. The fire mage lite up his hands with flame and delivered a wicked right hook into Gajeel's face. The blow sent the iron mage flying back and crashing through the bar area and no one noticed Natsu wince in pain before he forcibly shook it off.

"Whoa," a scared Phantom mage said, "he sent him flying!"

"No one's ever done that before." Another added uneasily.

With a small groan, Gajeel steadily picked himself out from the wreckage of the ruined bar countertop, glaring at the pinked haired mage who punched him.

"Allow me to introduce myself," Natsu said with his fists still shrouded in fire. "I'm Fairy Tail's Dragon Slayer."

A wicked grin grew across Gajeel's face.

"Elfman, leave this guy to me." Natsu demanded.

"Aw come on!" Elfman complained. "First you used me as a springboard and now you're stealing my man-to-man fight?"

"He was my opponent first!" Erza corrected him.

"I don't care who my opponent is cause either way your all dead meat." Gajeel said before he jumped forward and shouted, "Iron Dragon Club!"

The onyx haired mage's arm shifted into a large, steel colored pillar and extended toward Natsu. Natsu managed to catch the club but was still driven back a few meters.

"Natsu!" Erza yelled. She took a step forward, worried for their friend and ready to jump in if necessary.

However, Natsu came to a stop as his feet found a grip on the stone floor. The fire mage's fingers were now smoking as his hold on Gajeel's clubbed arm tightened.

"You tried to destroy our Guild Hall and then you attacked Levy's team." Natsu snarled. He lifted up his head and glared at his opponent. His hands ignited in flames as his fury increased. "I'm gonna make you pay!"

Natsu tossed Gajeel upward. The iron mage, however, used one of the rafters as a springboard to launch himself back at Natsu. But the Fire Dragon Slayer expected this as he reared back and connected his flaming fist with Gajeel's face, sending him crashing into a wall. However this caused his to cringe in pain once again as he felt like his hand was getting bruised from hitting his hard scaled skin.

"Natsu are you okay?" Macao asked seeing him rub his hand.

"Of course I'm fine this doesn't hurt one bit!" Natsu proclaimed and tried showing it by cracking his knuckles but that made him cringe in pain. "OW!"

'He's so feeling pain,' Everyone else thought.

"You seem to be doing alright so I'll let you take him down." Erza said while she stepped back.

"Alright fine," Elfman huffed in annoyance, but conceded. "You're manlier than I thought. I'll let you have this one, but you gotta promise me that…"

"Too bad," Natsu interrupted, turning around as he placed a hand on his right bicep. He knew Elfman was fixing to say to leave some for him. "I'm gonna beat him to a pulp!"

Their attention was grabbed again from the sounds of shifting rocks. They turned to the pile of rubble by the wall where Gajeel had crashed into. A fist broke out and stone fragments were moved aside as Gajeel stood back up. He appeared to be unscathed.

"Nice try Salamander," the iron dragon slayer mocked, "but I'm still standing."

"You won't be for much longer though." Natsu retorted.

Gajeel's grinned widely. "Oh yeah!"

Suddenly, Gajeel rushed forward at blinding speeds. Natsu was unprepared for his opponent's iron-clubbed leg slamming into him. The pink haired mage was thrown back across the floor, forming a crevasse and throwing up rocks and dirt.

Before the Gajeel could follow up his attack the ground suddenly began to shake violently as cracks appeared on the ground and the walls started to crack as well.

"What the hell's going on!?" Gajeel shouted as he wondered where this sudden earthquake came from.

"Is this Master Makarovs doing?" Gray questioned Erza but she shook her head.

"This isn't his doing, it's coming from directly below us!" Titania shouted to everyone as a warning.

The ground began to shake more violently before suddenly, the whole area began to slowly shift and rumble, and it got louder and more shaky all around the place. Both guilds began to lose their footing. The earth between Gajeel and Natsu suddenly roared and bulged out, as something enormous shot out of there, almost towering over the two Dragon Slayers.

He was a large robotic humanoid and had a yellow-armored body looked very much like a robot. His head was similar to a Greek Corinthian helmet with two long ears on it giving him the appearance of an armadillo. He had a gray tail and jackhammer parts on his elbows, wrists and hands, creating the impression that the creature was a digging robot. Despite the mechanical appearance, all of these aspects were in fact biological and natural to this creature's race. His arms, upper arms, and thighs were more chain like. His forearms and shoulders were much bulkier. And on his chest was the Omnitrix symbol.

"You better watch out Phantom Lord!" the figure roared, as he looked to Gajeel. "Because now you're gonna get a serving of 31 different flavors of pain. Courtesy of Armodrillo!"

Omnitrix Encyclopedia

Talpaedan AKA Armodrillo

Armodrillo is the Omnitrix's DNA sample of a Talpaedan from the planet Terraexcava in the Andromeda galaxy. Talpaedans can move through solid earth and rock. Talpaedans are heavily armored and have powerful organic pneumatic drills built into their forearms, which they can use to create earthquakes, shockwaves, dig tunnels, pummel enemies and batter buildings, even mountains down to rubble. Talpaedans have a jackhammer punch, so when they throw just one punch at an enemy, it is like being hit a hundred times. Talpaedans have incredible strength, being shown to throw large robots with ease.

Even though Armodrillo's armor is highly durable, it is not strong enough to keep Argit's spikes or Zombozo's bowling pins from getting him hurt. A year ago, Psyphon used a weapon that caused Armodrillo's nervous system to go out of control, making him unable to stop vibrating his left arm.

At the Top

Jose was sitting in his throne like chair watching the fight through a lacrima with a frown of displeasure. The reason for this being that Sol had informed him that he had defeated and even killed fairy tail's newest member Ben Tennyson who had begun being recognized as the legion of fairy tail. When he had heard this he was quite pleased that one of Makarov's rising star wizards had been taken down for good but now it seems Sol had been wrong and Ben was still alive, in fact with the way he was fighting it seemed he was just fine.

"I'm going to have to teach that fool Sol a lesson for giving me a false report." Jose said before turning his eyes towards his front door as a smirk grew on his face. He already knew Makarov was already on his way upstairs even without seeing it on his viewing lacrima. He sensed that he was slowly making his way towards him in seemingly no hurry. No doubt wanting to give the fairy tail members downstairs some time to vent out their anger on his guild members and especially Gajeel.

He knew the majority of his members were losing the battle and if Gajeel was the only left that he would be overrun and defeated too but despite that he wasn't worried in the least. After all in the game of chess it doesn't matter how many pawns his opponent took out, as long as the king is defeated. He had seen that the only S-Class member who came with Makarov was Erza. That already put the odds in his favor, since without Laxus and Mystogan they had no back up for fighting him if Makarov falls. Erza could try challenging him alone but even if she was an S-Class wizard and fairy tail's strongest woman, she still has no change at beating him. As far as he was concerned even if Laxus and Mystogan were here and fighting beside her, they still wouldn't be able to beat him. No one besides Makarov could challenge him and hope to win.

"Come and get me Makarov. I'm more than prepared for you. You haven't even realized that you've already fallen into my trap." Jose said tauntingly to himself as he waited patiently for his enemy to make his appearance.

Back Downstairs

Armodrillo then drew his fist back, just as Gajeel was in range… and then launched his fist at him. Gajeel noticed this and launched his iron club at him, preparing to smash through the armor. But what he didn't count on was Armodrillo having the impact of a 100 jackhammers smashing all at once. Gajeel was shot back to the room crashing into the wall, making an embedded imprint of himself in it.

Gajeel groaned as he was about to get back up and seethed at the interruption, "I'm gonna… I'M GONNA FLATTEN HI…"

But it didn't come to pass, as Armodrillo ran up to him, and unleashed a barrage of fissure strikes, burying Gajeel deeper and deeper into the rock, as he roared out, "Where is he!? Where's the French Whack-A-Mole member called Sol at!? Where'd he and that water witch take Lucy to!?"

Natsu blinked at that but he didn't have time to ask as he saw that a huge group of Phantom Lord mages were charging at the two of them, as one of them shouted, "Nobody does that to Gajeel! Take down that Dragon Slayer and the oversized walking tin can!"

"Ben! Stop wasting time on that Iron Garbage Disposal, and help out!" Natsu roared, as his fists ignited.

Armodrillo took one look at the swarm heading towards them, and then turned back to a slightly bruised Gajeel, as he hissed, "I'll see you again…" and then launched another Jackhammer Fissure strike punch at him, crushing the wall around the Iron Dragon Slayer, as it came down on top of him.

He then ran towards Natsu, as he reared his fist, just as Natsu fired his signature move, "FIRE DRAGON BREATH!" and spewed out a massive flame of fire. And once he did, Armodrillo shot his fists into the ground, creating a massive fissure strike that combined with the flames, making a sort of lava tsunami as it struck at the Phantom Lord, sending them flying back in pain. But the process also did a whole lot of damage around the place as well.

Both Natsu and Armodrillo blinked at that, as they realized the destructive combination of their power put together. The two looked to one another, and silently stared to one another, seeming to ask one another if what they saw was real. But then, the two smirked as they shouted, "OH YEAH!/ALRIGHT!/THAT WAS AWESOME!"

"You idiots!" Erza shot out, as she smashed a Phantom Lord mage back with a shield strike to the face. "Ben! Switch out of that form! You're causing more destruction to the Guild than its members! At this rate, you could bring down the entire place on all of us!"

Armodrillo blinked at that, as he realized the situation, "Oh! Yeah. Sorry about that." He then tapped the Omnitrix symbol, flashing in a green light, until he was changed into something new.

The new alien greatly resembled a mix between a grasshopper and a praying mantis with significantly large hind limbs. He had a green film connected to his leg joints and legs similar to Jetray's wings. He had the same green color scheme as Stinkfly. He had a large green horn and wore green overalls with black stripes all over, and wore the Omnitrix symbol on his stomach.

"Let's see if Phantom Lord can deal with Crashhopper!"

Omnitrix Encyclopedia

Ramvelocian AKA Crashhopper

Crashopper is the Omnitrix's DNA sample of a Ramvelocian from the same homeworld that's inhabited by Stinkfly. Most Crashhopper's species are all "grasshoppers, crickets, locusts and things. Due to their relatively large and muscular legs, Crashhopper's species are able to jump extremely large distances. When they jump, they create a shockwave. This species can use their heads as battering rams and can scale walls. This species doesn't have any endoskeleton. Their exoskeleton on their head is as strong as steel. It's full of viscous shock absorbing fluid to protect internal organs. Crashhopper's legs can kick with considerable force, making them offensive weapons in close-quarters. The claws on his arms and legs can dig into hard surfaces, allowing Crashhopper to scale walls and other tall structures. 

A weakness is that if they get caught in a sticky substance then they're left helpless and unable to escape. Crashhopper's body is not as shielded as it looks. When a missile struck, he started to stroke his head and he was easily hurt by punches from Looma, a Tetramand. It was shown that Crashhopper cannot jump from high altitudes as he was unable to jump from Khyber's Ship to Bellwood because it was too high and would've caused him harm if he had jumped.

Crashhopper leapt into the air, and smashed into the wall on his feet. He then leapt at a group of Phantom Lord mages attempting to get the others from behind. He rammed in head first, smashing into them like a bowling ball into pins at full speed. He kept repeating this process as he tackled, rammed and slammed himself against the members of phantom, all the while keeping himself moving like a pinball.

Before anything else could be said, the building began to shake violently.

"Everything's shaking." Wakaba noted.

Crashhopper paused and looked up. "What's going on?" He asked. "Don't tell me I'm still causing the place to collapse. I barely hit any foundation beams."

"No this ground shacking isn't because of you, this is Master Makorov's doing. This is what happens when he gets really angry." Cana clarified for him.

"It's called the Giant's Wrath." Macao explained.

"Nobody will be able to stop him now." Nab said confidently.

A few Phantom Lord wizards began to whimper in fear at the power they were feelings coming from upstairs as well as the ground quacking.

"He's going to make the Guild Hall collapse!" a Phantom mage cried.

Crashhopper turned to that mage, and retorted, "Consider it payback for what you losers did to our Guild Hall. Besides I was close to doing it myself."

"When the master gets angry, the master's even manlier." Elfman commented.

Erza, who had Re-Quip back into her Heart Kreuz armor, held up her magic sword and slashed it across the air. "Prepare to fight! We cannot lose as long as Master Makarov is with us!" She declared.

Upstairs 

Top of the Tower

Master Makarov had just activated his giants wrath as he was closing in on Jose. It been a bit of a long walk up the stairs but he wasn't in a hurry. After all if he ended the war against phantom this quickly then his children downstairs would complain about not having dealt their own payback on phantom.

Now however he had made it up stairs and was walking down the hall that lead to where Jose is. His body was flaring with what looked like a mixture of light and lightning magic that was reflecting his anger. His cape and what little hair he had on his head were swaying around like if he was in a storm. The ground beneath him shattered with every small step he took. Quite frankly it was amazing the floor didn't cave in with how much damage it was taking.

After a few moments he reached the door to where Jose resided and proceeded to walk through it by blowing the entire wall to pieces. As the rubble fell to the ground he looked ahead to see Jose lying in his throne with a smirk on his face and being not the least bit bothered by the destruction he was causing or the amount of power he was releasing.

"JOSE!" Makarov shouted in a voice that was deeper and echoed most likely due to his magic as he walked towards him.

"Welcome Makarov, I was wondering how long you were going to make me wait." Jose greeted almost politely.

"Why are you attacking Fairy Tail!? TELL ME!?" Makarov demanded as he stopped just a few feet in front of him.

"I haven't see you in quite a while Makarov, it's been six years since we've last seen each other. I believe it was during that guild conference 6 years ago that we last saw one another." Jose began while ignoring the question. "I was a complete mess back then, I just can't seem to hold down liqueur as well as the rest of you."

An a fit of anger Makarov reared his right arm back as it grew to a larger size before he quickly swung it forward as it seemed to stretch and pound Jose into the wall behind him as a dust cloud formed from the shattered concrete.

"I didn't come here for small talk you bastard, I came here for answers and I want them now!" Makarov stated as his aura of magic power was now gone since he calmed himself down.

When the dust cloud cleared his eyes widened in surprise at seeing Jose standing unharmed. However his surprise turned into annoyance when he saw Jose's body momentarily fade like a tv channel that received static interference before it regained it's quality appearance.

"A projection!?" Makarov said with anger and annoyance. "You coward, I should've known you wouldn't have the courage to face me!"

"It's not fear, I'm simply trying to avoid a fight between two of the wizard saints. Especially since I don't' want to completely destroy my building. In spite of all this I prefer a more sensible victory without having to make all the commotion." The projection Jose stated while still having his superior smirk displayed.

"Why are you hiding!? You attack the guild and my children and then hide when I come to face you! Come out here and fight me like a man!" Makarov challenged.

Instead of answering his challenge, a new projection began to appear in front of Jose's feet. Eventually it materialized to show Lucy with her hands tied behind her back and unconscious on the floor.

"Lucy? But why do you have her?" Makarov questioned in surprise and confusion at seeing her.

"Why you ask?" Jose said with a raised eyebrow "You mean she's a member of your own guild and you don't even know? I'm surprised that miss Lucy Heartfilia never told you the truth?" he finished his words by aiming his hand towards her as a magic circle appeared in front of it in clear preparation to attack her.

Makarov's eyes widened in worry. "NO DON'T!" he shouted while moving forward when all of a sudden he heard a noise from behind him and turned to see that someone had snuck up on him.

He is an extremely tall and massive man with tanned skin. He didn't seem to have visible hair, and possessed a rectangular, elongated face with prominent cheekbones, which has his rounded chin jut downwards, something that somehow negates the somewhat angular look his face would have otherwise. A thin, vertical dark line is present on his chin, crossing its whole length up to his lower lip, and his nose is flat. His upper body is covered by a large, loose green coat sporting white edges, which is closed around his neck, sporting a wide and high collar, but left open on the front below it, revealing a pale red, similarly loose and ruffled pale red shirt, with its high collar, split in three horizontal straps circling his neck, being held closed by an equal amount of buttons, one for each strap. Appearing from below such shirt is a similar robe, seemingly yellow in color, which almost reaches down to his feet, revealing an extremely loose pair of pants with prominent hems and a pair of simple, dark shoes. His outfit was completed by a top hat sitting on his head, matching his coat in color. However the strange thing about him was that he was wearing a blindfold.

This was Aria the strongest member of the Element 4 and user of air magic.

'Where'd he come from!? I didn't even sense his presence!?'Makarov thought to himself before he saw that the guy began to cry and have tears come out through his blindfold like a miniature waterfall.

"It's so sad! So sad!" The mystery man said before a flash of light was emitted from him, blinding Makarov before he was overcome with pain and blown through the floor and down below.

Back Downstairs 

All of a sudden, everyone's attention was grabbed as they heard a scream from above and saw something was falling from the ceiling and about to crash into the ground below.

"What is that?" someone asked.

"It's falling from the rafters."

Crashhopper who was looking up along with the others got a good look and paled, "It's Gramps!"

He leapt forward, smashing away some Phantom Guild members in the process, until he was in position. Then he hopped straight up, as he caught Master Makarov and landed safely on the ground with the Master in his arms. Everyone rushed over to see the Master still in Crashhopper's arms, and even the alien bug paled as the others did too in horror. His skin had turned into a sickly green color, as well as his eyes and hair, only a lighter shade.

"Gramps!" Natsu shouted.

"Is he okay?" Crashhopper asked in panic.

"Master!" Erza yelled in worry.

Happy, Gray, Natsu, Erza, and Cana immediately came to Makarov's side. Erza scooped him out of Crashhopper's arms and into hers up in a cradling position.

"M-m-my m-magic power…it's…" Makarov stuttered, struggling to form a sentence.

"Master," Erza said softly.

"What happened to him?" Cana asked.

"I don't know." Gray said. "But I don't sense any magic energy coming from him at all."

"That's bad," Crashhopper turned to Gray, "Right?"

"Gray," Elfman said in disbelief, "are you saying he's just an ordinary old man now?"

"No, that can't be!" Happy exclaimed, ready to break out in tears.

"Come on Gramps," Natsu encouraged, "you can pull through this."

While the Fairy Tail mages were focused on Makarov, Gajeel picked himself up from the pile of rubble. He wasn't injured too badly, only a minor bruise on his chest. However unknown to him was that there were micro cracks on his iron scales from Armodrillo's assault all over his body.

As the rest of the Guild was distracted, he leaped up into the rafters. He stuck his spiked heels into the wooden beam so he could stand upside down with his arms crossed.

"Hmph," he mumbled as his skin returned to normal, "I guess the fun's over and just when things were starting to get good. I really wanted to get some payback on that Take-Over mage."

"I don't understand." Gray said. "Gramps is so powerful, how did they beat him?"

Ben turned his gaze from Makarov to the ceiling. He could see a straight shot all the way to what he presumed was the top floor, where whoever did this to Makarov would probably still be.

"Only one way to find out." Crashhopper stated, as he suddenly leapt into the air.

Once he got high enough, he could only spot the slow retreat of someone into the shadows. But another figure soon got into his face, as Crashhopper blinked at the sight before him and oddly enough, the guy was crying, as he whimpered, "It pains to see your master's defeat, as well as your own."

Crashhopper blinked, "My defeat? What the…?"

"But alas, all things must come to an end," the man said, as he clapped his hands forward at Crashhopper, "AIRSPACE: METSU!"

Suddenly, Crashhopper was sent crashing into the ground, as they all gathered around him, as Cana asked in deep concern, "Ben! Are you alright!?"

"HE'S GREEN!" Happy cried out, as tears streamed down his face, as he cried. "WHATEVER THEY DID TO GRAMPS, THEY DID TO BEN! NOOOOOOOOO!"

Crashhopper stood up, as he looked at Happy, seemingly unfazed by what the big floating man had done to him, "Happy! I always look green when I'm in this form!"

All of them blinked at that, as Cana asked, "What? You mean you're not weakened? Your magic's not taken?"

"If it was, I wouldn't still be in this form. Now would I?" Crashhopper asked before he thought to himself. 'I guess it's a good thing I'm not a wizard, if I was then I would be like how Makarov is now. Thank you alien biology,' But then he looked up, "Although, I have to admit this was insulting. A guy like that beating Master Makarov… we're definitely gonna have to pay him back."

However, any chance of invading the upstairs was completely crushed as the other Phantom Lords begin to rally.

"Their master's been defeated!" a Phantom Lord mage shouted.

"For real?" A second mage asked.

"He's out!" A third one shouted.

"You guys," one said, "We can beat 'em."

"Yeah, we can take these flies!" another added.

Erza, with a tear in her eye, turned to the Phantom mages. She had heard them speaking and knew that with the master out, their spirits would be revived. "This is not good." She thought.

"LET'S GET 'EM!" One cried out.

The now recovered Phantom Lord wizards all charged and attacked Fairy Tail. Natsu quickly lite up his fists with fire and punched a Phantom mage who tried to jump him.

"Don't you start getting cocky!" the Dragon Slayer exclaimed.

Being taken surprise by Phantom's attack, Ben quickly tapped the Omnitrix symbol and transformed back into Armodrillo. He shot into the earth, almost like diving into a pool at that moment. Suddenly, all the Phantom Lord guild members popped into the ground, like little daisies, as Armodrillo was hollowing out the ground underneath them. Once they were all in, he shot back up to look around for more.

Though this wasn't going to be easy, as Phantom was beginning to gain the advantage due to Fairy Tail's fractured spirits. Though Ben could handle himself just fine against these Phantom creeps, he knew that now that the master was down, they had lost their advantage. Continuing the fight would only cause more injuries and led to defeat. Plus from what he knew, none of the element 4 had joined the fight for strange reasons. But if they showed up now Ben knew they were going to be in real trouble.

Erza realized the same thing as Ben as she surveyed the battle. 'We can't do this. Without the master we aren't strong enough and our morale is dangerously low,'Erza thought. "We must retreat!" Erza commanded. "Everyone, back to the Guild at once!"

Natsu tossed away a Phantom wizard and stared at Erza incredulously. He wasn't the only one. Gray, Loke, and Elfman looked at her with shocked expressions.

"Erza?" Loke stuttered.

"No way!" Gray protested. "We can't give up!"

"Real men never retreat!" Elfman added while tossing two phantom wizards.

"I still got some fight in me." Macao muttered with a small flame emitted from his fingers. He was banged up and had Cana under his shoulder to support him.

"Me too," Cana concurred while raising some cards.

"Guys," Armodrillo walked towards them. "I don't like retreating either but we've lost the upper hand. Makarov is down and mostly everyone is getting worn down from the fighting. If Jose and the Element 4 attack us now then we'll be overpowered in no time. Besides we can't keep Makarov in this battlefield, he needs medical attention now!"

"Ben is right. Now retreat!" Erza shouted. "That's an order."

Meanwhile

Along the rafters of the Phantom Guild Hall, Gajeel watched as Fairy Tail fled out of the building. While still hanging upside down, he sneered as Fairy Tail began to fall back."There they go." He noted. "I knew it wouldn't be long before those gutless cowards gave up and started running for their lives."

"They're retreating with sorrow in their hearts." Aria said.

Gajeel flipped back up to stand on the girder next to Aria. "Aria, I can see you're creepier than ever." He commented. "I gotta commend you for taking down that Fairy Tail geezer."

"I just followed Master Jose's orders." Then, a waterfall amount of tears began to pour out from beneath his blindfold. "But…thank you!" Aria sobbed.

"Why are you always crying? Geez cut it out!" Gajeel said annoyed. A malevolent grin then grew on the iron mage's lips. "So, what happened to that Lucy girl?"

From below, Natsu's keen hearing had picked up what Gajeel had said. He immediately turned to look up at him.

"She's been captured," Aria replied. "The poor wretch is being held in a gloomy cell at headquarters."

"So much for giving her a warm welcome huh?" Gajeel joked smugly.

"No way," Natsu whispered, stunned over this new information.

"Is there something wrong?" Happy asked in concern.

Natsu didn't respond as he glared up at the Iron Dragon Slayer. "GAJEEL!"

Black Steel looked down at Natsu and smirked. "We'll finish this someday, Salamander."

Aria extended his right arm behind Gajeel, and then both wizards vanished into thin air.

"Everybody out!" Erza yelled, as flocks of Fairy Tail mages ran past her, bolting for the main gate. "Let's go!"

"No way! I'm not falling back yet." Gray claimed stubbornly. "They're gonna pay for what they did."

Erza came forward and gently lowered Gray's hand. "Please," she begged.

Gray's eyes widened in shock; he certainly wasn't expecting this from the toughest woman in Fairy Tail. She put her face into his chest, tears streaming down her face.

"We need him," She continued, her voice quivering in-between her usual commando tone and sobbing. "But we don't stand a chance without the master."

Without a word, Gray gave in. Erza lifted her tear-filled face from his chest as both mages sprinted for the door.

Fairy Tail ran out the main doors as they retreated. Armodrillo, who was following at the rear, looked back to see a swarm of Phantoms still chasing after his friends. The robotic lifeform turned to face them, and smashed his fist into the ground, letting loose a powerful blast of earth at them. As a result, a giant hole formed in the floor between him and Phantom Lord, blocking any attempt for them to continue their chase. Those who were unlucky fell into the pit to his satisfaction.

"That outta hold 'em back for a while," Armodrillo said, and then tapped his Omnitrix symbol, returning him back to human form.

Ben was just about to follow the others until he noticed a certain Dragon Slayer and flying cat were still in the Guild Hall.

"What are they still doing here?" Ben wondered. He immediately activated his Omnitrix to select a new form quickly.

Once Natsu and Happy were outside, they were gonna go find Lucy. However, they stopped as something came through the ground and stood in front of them.

Fading into view was a blue jellyfish-like being with six long tentacles that function as two pairs of arms and a pair of legs. It had green eyes with no pupils and white swipes on his body, resembling lightning streaks. His firms were pointed and on chest was the Omnitrix symbol.

Omnitrix Encyclopidia

Amperi A.K.A AmpFibian

Amphibian is the Omnitrix DNA sample of an Amperi, a species of jellyfish-like beings from the Andromeda Galaxy. Amperi are masters of the electromagnetic spectrum, with the ability to produce, absorb and redirect electricity. Amperi who are well trained can sense the electrical pulses in the brains of other life forms, allowing them to read their thoughts. Amperi move by floating gently through the air, flying more quickly, or by becoming pure electrical current and traveling along power lines. Amperi can breathe underwater and swim at high speeds. Their limbs are capable of stretching themselves many times their own length and because their bodies have no bones they're able to enter tight spaces. One of their weaknesses is that if an Amperi is using electricity while only partly in water, they will shock themselves outcold.

At first Ben could only use the electrical abilities for fighting but after training the past year he can know use them for defense and has learned how to read peoples thoughts.

"Ben?" Natsu said with a cocked brow after he saw his watch's symbol on his chest and figured at had to be him. "What are you still doing here?"

"I could ask the same about you and by the way, in this form the name is Ampfibian." The alien now identified as Ampfibian replied.

"Natsu says he's planning to rescue Lucy!" Happy exclaimed. "He overheard Gajeel talking to one of his Guild mates about how she's being held in their headquarters."

"Yeah I know," AmpFibian admitted, as he pointed out. "That's why I came here when I learned it was Phantom Lord responsible for the kidnapping. To tell you guys straight out and hope we could find her. Did that Gajeel jerk say where their headquarters was located?"

"No," Natsu shook his head. The Fire Dragon Mage then turned his attention to the clique of Phantoms still trying to get out of the hole in the ground. "But I think one of them might."

The Fire Dragon Slayer stomped over to the nearest Phantom member and grabbed the hem of his shirt, pulling him to the ground.

The man looked up fearfully. "No!" he screamed, "The Salamander… and the Legion of Fairy Tail!"

"Hey," Happy shouted angrily, "I'm here too!"

AmpFibian glowered coldly at the man. "You and I are going to have a nice chat." He said in a sinister, eerie tone.

The phantom mage shook off his fear and then gave a stubborn look "I'm not telling you two anything!" The mage stated.

"Trust me," AmpFibian stared deeply into the Mage's eyes, "If you don't tell us what we want to know… you're gonna wish that you did by the time I'm done with you."

Later On

Later, a mile outside the Phantom Guild Hall, Natsu, Ben, and Happy were walking across a rocky terrain, the former dragging the same Phantom mage he grabbed earlier behind him. In the distance were jagged, spike shaped mountain peaks.

"So what are we gonna do now?" Happy inquired, flying right by Natsu's side.

"Isn't it obvious?" Natsu replied. "We're gonna rescue Lucy."

"Only thing is, how do we get this guy to talk?" Ampfibian questioned.

The man struggled against Natsu's iron grip, but his attempts were futile. The Dragon Slayer was too strong for him to overpower.

"Alright, pal," Natsu said, "where is she? Tell me!"

"How should I know?" the mage choked out. "I don't know anybody named Lucy."

In response, Natsu ignited the man's body on fire, which shocked Ben to a certain extent. The flames weren't hot enough to kill, but certainly hot enough to cause pain. The Phantom began to cry out as he writhed in pain.

"I don't know! I don't know!" he cried out.

"Start talking!" Natsu snarled.

"I already told yah, dude, I don't know nothing!" He replied hysterically. "Now please put out the fire!"

"If any of you Phantom guys hurt another one of my friends, I swear I'll burn every one of you into a pile of ashes!" Natsu threatened, his fury boiling out of him and into the flames covering the Phantom mage, which in turn caused the temperature to rise.

'Natsu's certainly protective of his friends, although I can clearly see that he's merely bluffing about killing him in a fiery inferno,' Ben thought.

The man screamed louder as the fire became hotter and more unbearable. "AHHH! Please, I'm telling yah man, I've never heard of this Lucy chick! If I did I would've told yah by now!"

"Funny you should say that because I was thinking I should've burnt you to a crisp by now." Natsu retorted irately as he turned up the heat.

"Aye," Happy agreed.

"That's enough Natsu." AmpFibian said.

Natsu and Happy stopped, the former extinguishing the fire on the Phantom mage's body, much to his relief

"We need him to spill where Lucy is!" Natsu shouted angrily.

"Yeah I know but I think I could do better in getting what we need." AmpFibian said as he pushed Natsu aside and came face to face with their captive.

AmpFibian floated toward the mage, who was now trembling in fear. "Please, don't hurt me!"

"Just tell us where Lucy is being held and I won't," AmpFibian blubbered.

"I don't know!"

"Funny," AmpFibian said, as he cocked an eyebrow. "I think you know more than you're letting on."

He reached to the Mage's head with all four of his tentacles, and clamped on tightly. Suddenly, blue electricity surged between him and the Mage, as it danced from him to the Mage. For a few seconds the two remained linked, and then the electricity pulled back into AmpFibian, as he pulled away.

"He really doesn't know anything about Lucy. But he does know where the location of their headquarters is. That's where she should be right now!" AmpFibian answered, as he looked to Natsu and Happy.

"You should've said that to begin with!" Natsu yelled at the stunned Phantom Lord mage, still looking away from the scene.

Satisfied with his response, AmpFibian tapped the Omnitrix dial, transforming back to Ben. Natsu and Happy turned around and were shocked to see the man lying on the ground, shaking in trepidation.

"What did you do?" asked Natsu.

Ben turned to him. "I used AmpFibian's powers to hack into his head, and read his mind. But that's beside the point. Let's go rescue Lucy!"

At That Time

Phantom Lord Headquarters

Situated at the top of rocky hill was Phantom Headquarters. Lying in a melancholy, stone walled prison cell was Lucy, her hands bounded behind her back. Lucy's brown eyes finally began to flutter open.

As soon as she regained full consciousness, she instantly sat up with wide eyes and blinked a few times. The Celestial mage was shocked and bewildered of where she was.

"What the?" she remarked. "How did I get here?"

Suddenly, a figure appeared outside the cell, looking in through a small iron-barred window with only the lower half of his face visible.

"So you're finally awake." The man said. "I was getting worried about you, Lucy."

Lucy turned to the door, and asked, "Who are you?"

The metal door opened and revealed a tall, slim man with long, straight black hair that reached his shoulders. His lips were dark colored while his face was long and sharp. His attire consisted of a purple jester-like coat with a high collar, two dark blue prominent wings similar to a bat's on his back, a plain white shirt, and a purple witch-like hat bearing Phantom Lord's symbol.

He looked at Lucy with narrowed dark eyes and a malign smile. "I am Master Jose Porla," he answered, "of the Phantom Lord Guild."

"You're with Phantom?!" Lucy shouted angrily.

The blonde mage then experienced a flashback. She remembered getting trapped in a sphere of water, courtesy of Juvia the rain woman, a member of the Element 4, and passing out inside of it.

"I would like to apologize for this dingy cell," Jose said, stepping into the cell, "being tied up must be degrading. But I'm afraid I had no choice my dear. That is how you treat a prisoner after all."

"You're the jerks who attacked my friend Levy!" Lucy yelled, ignoring Jose's prattle. "You better let me go. My friends are gonna come looking for me."

Jose turned away, rubbing his chin in fake thought. "Depending on your willingness to cooperate, I'm fully prepared to treat you as a distinguished guest rather than a lowly prisoner."

"What do you mean by that?" asked Lucy when all of a sudden she noticed a pink centipede crawling on her leg, she shrieked in a girlish manner. "Awww! YUCK! The bug crawled on me!"

Jose smiled smugly. "See? You don't want to stay in here do you? I have a fully decorated suite ready for you, if you promise to behave."

"Why does your Guild keep attacking us?" Lucy demanded, not listening to Jose's offer.

"Who is "us"? Oh! I'm sorry are you talking about Fairy Tail?" Jose inquired in a mocking tone. He smiled sinisterly, showing off his pearly white teeth. "It was a means to an end and that's all."

Lucy continued to stare at Jose determinedly. "What?"

"You see we were working to our main objective of acquiring a certain someone." The Phantom master explained. "They happened to be a member of Fairy Tail so if we have to destroy the Guild to get a hold of them, then so be it."

"Who are you talking about?" Lucy questioned not understanding what he was saying.

"Well my, my you're such a naïve young lady," Jose remarked, "not at all that I would expect from a debutant." Lucy lightly gasped while her eyes widened considerably. "I'm talking about you of course." He continued. "Lady Lucy, the daughter of the wealthy Heartfilia family."

The Celestial wizard regained her composure and looked back at the Phantom Guild master, but not with the same fire in her eyes as before. "But… how did you find out about that?"

"Yah know I'm surprised you never told your fellow Guild members the truth." Jose admitted. "And I don't understand why the daughter of a wealthy tycoon would stoop to such dangerous work as wizard-ing for such a low-class Guild. Do you?"

"I've…been kidnapped?" She implied.

"No my dear, I promise it's not like that." He replied. "We're not looking for ransom money; we're just doing our job. We were hired by your father to bring you home to him."

In response, Lucy gasped in shock as her face paled a bit. "No." she quivered, her head hanging low. After a moment, she found her voice, and said to no one in particular, "I don't understand. Why would he want me back?"

"Why do you seem so confused? Any father would go looking for the daughter who ran away from home." Jose replied.

The blonde mage's eyes were closed as she clinched her teeth together, trying to keep herself from crying. "No… not him. Honestly I'm shocked he even noticed I was gone." She then snapped her head back up to Jose, her eyes burning with fury. "I'm not ever going back to that house! I don't want anything to do with him!"

"Oh dear, I should've known you would be problematic." The master of Phantom Lord commented, his creepy smile never wavering.

"Well then, you might as well let me go." Lucy stated.

"I'm sorry but I can't do that." He responded.

"Please, I need to go to the bathroom." She said, a sweat drop falling from her brows.

"Give me a break. You don't think I would fall for the oldest trick in the book, do you?" Jose muttered.

To make it seem real, Lucy began to squirm around. "No, please." She begged. "I'm dying here."

Jose grinned. "Fine then," He then brought a bucket out thin air and laid it in front of her. "Go ahead."

"A bucket!" the Celestial wizard cried incredulously.

Jose chuckled in amusement. "I'm ready for any trick you may throw my way."

Lucy sighed, and then stood up and wiggled behind the bucket. "Guess it'll have to do it." She conceded.

"You're gonna use it!?" Jose shouted dumbfounded. His left eye began to twitch as he grinded his teeth against one another in disgust. "Well… I have never met such a vulgar young lady!" He turned away. "I'll turn away because I'm a gentleman."

Lucy smirked in victory. She then kicked Jose right between the legs with a kick at full force. As a result, Jose cried out in pain and collapsed to the floor, his legs clinched together as he writhed in agony.

"You know," Lucy retorted, "there's a reason old tricks are still around, because they work!"

Lucy then got up, glanced back and winked. "Bye! Take care, kay?"

Lucy bolted for the nearest exit, which happened to be a large opening that led outside. However, she quickly stopped when she saw the opening was actually a window that appeared to be over ten stories up. She let out a collective gasp of fear, the cool wind blowing against her body.

Jose grunted as he steadily stood back up, though he was still clutching his groin area. "Oops! I forgot to mention…this cell is several stories high." With pained effort, Jose slowly walked to her. "I must admit, you got a number on me, young lady."

Lucy glanced down at the ground far below. She shut her eyes as painful memories of her father returned to her. "But you're not gonna get away with it." Jose continued, an uncanny smile reappearing on his black lips. "You will be punished. I'll show you just how terrifying Phantom Lord can be."

Lucy's face turned into rock hard determination. With a deep inhale, Lucy did the unthinkable. She let herself fall backwards and fall over the edge. Jose, as a result, gasped from absolute shock.

As the blonde mage plummeted to her doom, she thought, "I heard him… Natsu, in the distance. I know he's here."

"NATSU!" Lucy screamed, letting go of all the air in her lungs.

Suddenly, Natsu came running across the rocky terrain at full speed, dragging Ben along with him on his hoverboard, as he held onto the pink-haired mage's belt. Both of their faces contorted with fortitude.

"LUCY!" both Natsu and Ben shouted, as he slammed the Omnitrix, and transformed in a green flash.

Ben's entire body shifted and mutated. His entire head was encased in a black carapace as four tentacle-like eyes popped out. His arms grew spindly as another set grew and his legs changed with them. His torso was covered in white carapace as a black abdomen grew out from his tailbone. A pair of orange wings sprouted from his back while the symbol of the Omnitrix appeared on his face.

"Stinkfly and Natsu to the rescue!" the alien insect grinned as he buzzed in the air with Natsu in tow.

Omnitrix Encyclopedia

Lepidopterran A.K.A. Stinkfly

These aliens hail from a swamp-like world. They have the ability to see in four different directions and have the ability to shoot high pressure liquids from those eyes and even lasers. The liquid can range from a flammable fluid to an immobilizing jelly. Their claws and stinger make for a good melee weapon as their stingers are capable of piercing through steel without much effort. A weakness they have is their inability to swim and if water touches their wings, they lose the ability to fly. An odd annoyance to this species is the foul body odor they excrete, hence Ben's name for it. They are capable of flying at high speed but not as fast as Jetray and despite having a strong exoskeleton their wings are very fragile.

Miraculously, Natsu caught the blonde haired mage in his arms but the momentum from this flight sent them both and Lucy crashing into an old brick wall; however, Natsu made sure to take the full impact for Lucy while Stinkfly unfortunately took the blunt of the crash for both of them.

"Whoa," Happy breathed, "Natsu caught her!"

Stinkfly groaned as he flashed back into Ben, who groaned as well, "You know. Sometimes it's good to have an exo-skeleton."

When the dust cleared, Lucy was lying on top of Natsu; her big breasts were actually pressed up against his face. Ben sweat dropped from this scene, feeling very awkward at the moment and glad that it wasn't him in the position. Although a part of him did feel curious.

"Looks like we made it just in time." He mumbled through her chest.

"Yeah." she said weakly, "thank you. I knew you'd save me."

A moment later, Natsu untied the rope from Lucy's wrists. "There you go. Are you okay?" He asked feeling very concerned for his partner.

"Yeah," Ben said. "You did just fall several stories down."

Lucy nodded, but with a downcast expression on her face. "I think so."

Ben looked at her closely. He didn't know what, but something wasn't right with Lucy. She seemed so desolate, and he doubted it was because she fell. Something had happened while she was in Phantom's clutches.

"That's good news." Happy replied. "Okay, we better head back to the Guild."

"What? That's their headquarters! Let's get 'em!" Natsu protested.

"We can't!" the blue cat disputed. "Erza told us to retreat!"

"Because she's a wimp! I'll face those guys myself if I have to."

"Natsu," Ben said sternly, "Happy's right. We need to leave. You saw what those guys did to the master."

"Exactly! That's why I wanna get revenge!" The Dragon Slayer declared.

"But you're not strong enough to fight them all on your own!" Happy argued.

"Who said I was going alone? We have Ben here to help out," Natsu pointed out.

"Forget it Natsu, I may be strong but I'm not sure the two of us could beat Jose. We're going back to the guild right now before anyone else gets hurt."

"Oh come on!" Natsu protested.

"I'm sorry," Lucy whimpered weakly, clutching the end of her blue skirt. "I'm so sorry." Ben, Natsu, and Happy quickly ceased their quarreling and turned to Lucy confused. Their eyes widened a bit when they noticed she was beginning to cry. "All of this… is my fault. But I don't wanna leave. I wanna stay with you guys." She choked out through the tears, turning to face them, and crashed into Natsu's arms.

The trio looked at her in worry. "What's wrong? You're crying. Why are you upset?" Natsu asked.

"You can tell us." Happy said softly. Lucy didn't respond as she continued to cry.

"You're one of us. You don't have to leave." Natsu added. He then looked to Ben, as he smirked, "You too, Ben. case you were wondering."

Ben smirked at that. "Yeah well don't expect me to join your team. I'm still going solo until I find my own teammates to join me. Now c'mon let's get back to the Guild before everyone worries about us. Besides I'm concerned about Makarov and want to see if we can help him recover." Ben said as he turned and started walking back.

Natsu rubbed the back of his head sheepishly. "Yeah okay, I guess we outta." He conceded. He turned to her. "Okay Lucy, time to get up."

"Don't be so rough with her. Remember, girls are delicate." Happy chided.

"Okay, I'll carry you on my back. Is that cool?" Natsu asked the blonde girl.

Lucy only cried in response, as she buried her face into his chest.

"Ahh," Happy moaned, "look what you did. You made the poor girl cry again."

"I was trying to help." Natsu replied as he placed Lucy on her back, crossing her legs over his waist while she wrapped her arms around his neck, her teary face buried into Natsu's shoulder.

"I think she would've cried anyway, Happy." Ben noted.

The bearer of the Omnitrix, Fire Dragon Slayer, and the blue flying cat sauntered down the trail they came from, leaving the Phantom headquarters in their wake.

Back in Phantom Lord Guild

In the gloomy cell, Master Jose was still on his knees, holding his bruised and sore crotch in agony. He began to hiss in anger until suddenly his form was shrouded by menacing purple-black magic energy.

"SHE MADE ME ANGRY!" Jose bellowed furiously and his face seemed to look more twisted as his dark magic suddenly erupted around him. "HER FATE, AS WELL AS ALL OF FAIRY TAIL, IS SEALED!"

2 Hours Later 

Back at the Fairy Tail Guild

Underground Hall

Inside the Fairy Tail Guild Hall, the majority of the Guild was sitting at various benches and nursing the injuries sustained in the battle against Phantom Lord. The morale amongst most of the group was low, and for good reasons. Master Makarov had been defeated, stripped of his magic and was very sick. In addition to making things worse, they'd had to retreat from their fight with Phantom. As everyone crowded around a table in hopes of hacking up a plan for a counterattack, Ben, Natsu, Happy, Gray, Elfman and Lucy were by a wall. The latter was sitting on a barrel in dismay. The whole group had looks of thought plastered on their faces. Once Ben, Natsu, and Happy had arrived back at the Guild, with a quick punch from Erza for Natsu and surprisingly a gentle scolding for Ben, they had been informed that Makarov was taken to a medical expert named Porlyusica who Ben didn't know but Erza did along with a few others. When he asked what Porlyusica was like, Erza just said she was someone you could count on in healing others. After that they all saw how everyone else was doing before they sat where they were and Lucy told them how she was captured and why Phantom Lord had kidnapped her in the first place.

It turned out that Lucy was part of a very wealthy family: the Heartfilias. However, her father, who was her only living parent and relative, seemed to care little for her and she ran away because of it. But now, her dad had apparently hired Phantom Lord to bring her back to him. What Lucy and the others couldn't figure out was why. If he didn't care for her at all, much to what she told them, then why send Mages after her?

Ben, who was leaning against the wall not far from Lucy, looked at her with concern. Since they'd rescued her from Phantom's clutches, she had been blaming herself for everything that had happened. Deciding to break the ice, he looked over to her and reassured her, "Don't worry. We'll get them back for this." He was referring to Makarov. "Seriously, Makarov's tough. He has to be, considering that this guild is what he puts up with every day of his life."

That did little to help Lucy as her head sunk lower, as she mumbled, "I know. But I'm not worried about that." She paused, appearing to be on the verge of crying again. "It's just… this is all my fault. Levy and Shadow Gear getting hurt, the guild being damaged, you almost got killed by the Element 4…"

"Whoa whoa back it up." Ben suddenly said as he made a letter "t" with his hands signifying a time out. "First of all that guy weirdo did not come close to killing me. Just because he crushed me with some boulders and then buried me alive does not mean he came close to killing me. The idiot didn't even check to see if he finished the job. I got to survive just fine so don't blame yourself for that or any of the other stuff that's happened."

"But this all happened because they were after me." Lucy said dejectedly.

"You can't think this is all about you." Ben said getting her to look at him. "From what we know Phantom has always been on edge with Fairy Tail so this whole mission about taking you back home is nothing but an excuse for them to use so they can attack us like they've probably always wanted too."

"Besides being targeted by powerful people is just one of the downsides of being rich," Elfman stated. He then smirked proudly. "At least you're protected by a real man like me."

Gray glowered back at him. "Hey! Would you give it a rest already!?"

"Yeah, you're not really helping with this Elfman." Ben pointed out.

"I gotta say I was pretty shocked when I heard the news. I mean about Lucy's background," Happy confessed, standing in front of her, a little kitten looking up to a giant. "Why'd you hide the truth from us, Lucy?"

"I wasn't trying to hide anything." She replied, looking to Happy and the others as she explained. "I mean, there's no way to bring up that I'm a runaway in casual conversation. I've been gone for nearly a year and my father hasn't cared." But then she became angered, as she remembered her father, as she seethed, digging her fingernails into her arms, almost like she was trying to draw out blood. "And now, all of a sudden, he wants to force me to come home? He's done all those horrible things just to bring me back. I hate his guts! I HATE HIM!"

Ben, along with the rest of the group, looked at the blonde mage with sympathy. The teen hero felt bad for Lucy that she had such a childhood, let alone such a father like that. No father should do that to their children. It was moments like this that made him happy that he had a grandfather and father like his. But he had to wonder, as he looked all around the Guild, and even at Natsu and the others, and a question popped up in his head: did all the Fairy Tail Mages have a hard past before joining the Guild? Though he has only been in the Guild and this world for little more than what felt like a month now, Ben was beginning to think so.

"Still, if I hadn't run away in the first place, none of this would have ever happened." Lucy said dejectedly.

"Come on, don't be ridiculous," Elfman argued. "Your dad's the one to blame."

"Idiot!" Gray yelled smacking him in the back.

"Uh…" the brute stuttered as he quickly corrected himself. "I mean that it's Phantom's fault!"

"No," Lucy said, as she stood up, looking rather determined, "I'm the one who brought trouble to the Guild because of my own selfish choices." She then got up shaking nervously "I'm so very sorry. I'm just gonna go back home and hopefully this will all be over."

"Noo!" Happy cried out, as he flew up, and hugged her, begging her not to leave, "You can't leave! You're a part of Team Natsu! Our family! Don't abandon us!"

"Happy…" Lucy whispered to the little cat.

"And I seriously doubt that if you go home, things will die down between Fairy Tail and Phantom Guild." Ben countered softly, as he looked to the others. "From my experiences, a group like Phantom Lord won't give up just like that, just because the job's over." He then crossed his arms, "That and Happy told me you kicked Jose in the balls. And from what I've heard, this Jose guy is hardly the forgiving type."

"Ben's right Lucy," Natsu added, smiling brightly. "Besides, I can't see yah playing the part of the pretty princess lying around in your mansion."

Lucy stared at the Dragon Slayer, her breath trapped in her throat, as she looked to everyone who stood by Natsu. "Laughing with us in this filthy Guild Hall, going on adventures even though you freak out all the time, that's who you really are." Natsu proclaimed.

"And from what I hear, you whine about when they make a mess at your place, or when a job goes south," Ben added, as he pointed out.

The Celestial wizard turned away, taking in everything Natsu was saying, as he went on. "You said you wanted to stay with us. Why would you ever go back to the place you ran away from? C'mon, who are you trying to kid? You're Lucy of Fairy Tail. No more running cause you belong here with us."

Lucy looked back up at Natsu, her lower lip pouting out and a few tears trailing down her face. There was no question about it, she was definitely gonna cry again. Ben looked from her to Natsu and nodded, commending him on what she needed to hear. Gray, however, was rubbing the back of his head sheepishly… whilst Elfman shivered in fear.

Ben turned to look at him, and asked, "You okay?"

Gray took notice of it, and grumbled, "Ah c'mon, don't cry. It's just not like you."

"Please!" begged Elfman. "Real men are weak against womanly tears!"

Ben chuckled, as he wondered off, as he looked around the place to see if someone had needed some cheering up. At the moment, he spotted Cana and Mirajane by the bar. Apparently he had learned that they were trying to get a hold of any of their S-Class Mages. He learned of one named Gildarts who was the ace of fairy tail. He was said to be a Mage who's very touch could shatter an entire city. However, he was off on a long quest and was unavailable. The other one Mystogan, a really mysterious wizard, was their only option. Ben took notice that Cana was using her set of Magic Playing Cards up in front of her, trying to at least establish a connection with Mystogen. So far, she seemed frustrated.

"No luck in finding Mystogan yet huh?" Ben asked, breaking the ice, and startling Cana in the process.

"Oh, Ben." she breathed out and then returned to normal again. She looked at the cards and huffed, "No, I haven't gotten a read on where he is. Quite frankly I'm starting to think that he doesn't want to be found about as much as not wanting people to see his face."

Ben patted her shoulder, causing her to look at him, as he gave her a smile, "You're doing your best, Cana. We just have to do what we can incase Phantom decides to attack us again."

"If Lucy's their real target, then they're bound to attack." Cana said and amazingly to Ben, she sounded worried as she continued. "And I would bet on it being sooner than later. Right now, we just got too many wounded to put up much of a fight." Her face hung low, as her bangs hid her face, as she pointed out, "On top of that, Master Makarov is seriously wounded, and we can't get the S-Class Mages here in time to back us up."

Ben sat down next to her, never taking his hands off her shoulder. He then brushed her bang back to get a good look at her worried face, and then helped turn her to his direction. "It's gonna be alright, Cana. We'll take down Phantom if it comes to that and Master Makarov will be alright."

"But what if it isn't going to be okay?" Cana asked, sounding more worried than her usual hard drinking self.

Seeing this side of her actually surprised Ben, seeing as how she was usually flirting with him, and making ways to get him to live with her. But Ben remained steadfast, as he smiled, "Well, that's the one thing about thinking positive: you never lose hope that things will get better. Plus with me things always work out somehow so the only question now is how?"

Cana smiled at this, and then leaned up to Ben. She planted a kiss on his left cheek, as she pulled back, with a stunned Ben blushing, as she lightly did the same, "Thanks, Ben."

"Uhh… I… umm sure… no problem." Ben stuttered before turning around to hide his blush and try and shack it off.

"What do you mean you can't come to help?" Mirajane suddenly shouted, causing the two to look to a rather distressed Mirajane. The two then looked up and stared into a lacrima ball sitting on a golden four-legged stand. "You're the only one left we can turn to. Please, you have to help us Laxus!"

On the lacrima in full display was the image of a blonde man with spiky hair and a lightning scar on his face. He was Laxus, grandson of Makarov and one of the most powerful S-Class Mages in Fairy Tail. And so far, his expression portrayed annoyance rather than concern for the situation they were facing.

"We could really use you right now," Mirajane pleaded. "Fairy Tail's in grave danger."

"Man! Makarov is freaking pathetic!" Laxus laughed loudly. He then ceased his laughing and sneered. "I don't see how this is remotely my problem. You're big girls, so deal with it yourselves!"

Cana's eyes flared with anger, as she walked over, and shouted incredulously at Laxus, "So you're not gonna help us!? You bastard!"

"Of course not!" Laxus replied. "Why would I? That senile old man's the one who started this. Why do I have to be the one to clean up his messes?"

Mira furrowed her brows angrily, but she kept her emotions under check. "Please Laxus," she pleaded again, "Phantom Lord is trying to kidnap Lucy."

"Who? Do I even know her?" Laxus impatiently asked, but then it all clicked in as he smirked. "Oh wait… you mean that new blonde girl? I tell yah what; if you can talk her into being my woman I'll do whatever she wants."

"You are such a pig!" Cana yelled in disgust. "I can't believe someone like you is an S-Class Wizard!"

Laxus scowled. "Being an S-Class is all about power! But then again, I don't expect you to know that since you've failed to become one 4 times." He said which earned a frustrated and even saddened look from Cana but he smirked. "I especially recall that time when I beat your sorry ass and became S-Class."

Cana's body shook as memories resurfaced about why she had tried out for the S-Class exams. She had always tried to become an S-Class wizard so that she could finally gain the courage to tell Gildarts that she was his daughter but she failed time and time again. She shook herself to steer her emotions in check before she glared at Laxus bitterly.

"You're a real asshole, you know that!?" Cana shouted angrily while fighting back some tears that were threatening to form in her eyes.

"Are you sure you want to talk that way to a guy you're begging to help yah? Do me a favor, if that geezer manages to pull through this, tell him he's over the hill and he should hand the Guild over to me!" the S-Class mage broke out into another fit of laughter.

Suddenly, the lacrima was grabbed by a big figure, who suddenly appeared once Ben activated the Omnitrix. He was a big hulking red being with larger muscles than Elfman with four arms, feet with two toes, and spikes on the elbows. His attire was a sleeveless black jumpsuit that went from his shoulders to his ankles, even covering his feet. He wore black fingerless gloves with green wristbands, and had a green and black belt around his waist, with the Omnitrix symbol as the belt buckle. This was Fourarms.

Omnitrix Encyclopedia

Tetramand A.K.A Fourarms

Fourarms is the Omnitrix DNA sample of a Tetramand from the planet Khoros. It is a dystopian society which creates powerful warriors as well as tribes that scavenge for any long lost technology on their home world. They have the ability to create concussive blasts just by clapping their hands together. They are massive, which makes the completion of delicate or tasks in small places hard or impossible. But also because of their muscle mass, they aren't fast on their feet, but make up for it by being able to jump a mile distance, allowing them to get far even if they are not fast runners. Their greatest skill is this their amazing physical strength, hand to hand combat techniques and their resilient bodies that allow them to withstand many things and keep fighting. In his younger days, Ben used this form the most since it suited his old fighting style: forward and without thinking.

On another interesting note, it was revealed that Tetramands were the makers of the best engine blocks in the galaxy. Which is what Kevin Eleven purchased for his car.

"You jerk!" Fourarms roared at the Lacrima, even stunning both girls, as he ranted at Laxus, who didn't seem fazed by this new guy… or thing, although he did seem curious. "People here are injured! Your guild… your home and family are being attacked and abused! And you're telling us it's not worth even a single iota of your time to help? YOU'RE A REAL PIECE OF WORK, YOU ASSHOLE!"

Laxus blinked, and then asked, "Who the hell are you?"

"Name's Tennyson! Benjamin Kirby Tennyson! But everyone calls me Ben," Fourarms snarled, as he threatened. "And let me just say, that if I ever come face-to-face with you at all… I'LL DECK YOU ACROSS THE FACE!" and with that, he shattered the Lacrima into tiny pieces with all four of his hands doing the job. Once the rage was gone, Fourarms blinked at what he had just done, and then sheepishly looked to the two, "Uh… sorry about that."

Cana wrote it off, as she smirked to him, "Ah don't worry. I was just surprised to hear you say you'd deck him across the face just like that." But then they noticed Mirajane as she was quiet for the whole moment; her fists clenched and tears racing down her face.

Cana looked in shock at her, as she whispered, "Mirajane?"

"I don't understand." Mirajane whimpered, as she didn't face them yet. "How can someone in Fairy Tail be so heartless and cruel?" She then turned around with determination on her face. "I can't just sit here and watch. I must join the others and fight!"

"Wait!" Cana disputed. "Don't be ridiculous!"

"I'm only useless being here at the Guild Hall." Mira retorted. "I wanna help!"

The card mage laid a supportive hand on her friend's shoulder. "I understand but you'll only get in the way as you are now…even if you were once an S-Class wizard."

Mirajane glanced at Cana with tears streaming down her beautiful face. She knew that Cana was right, which only made her feel worse. But then Fourarms lightly patted her on the head with his big hand, as he smirked, "It'll be okay."

But Mirajane swiped at his hands, almost throwing a hissy fit, as she shot out, "I'm not a little kid, Ben. So don't treat me like one."

"Okay, then stop acting like one," Fourarms stated, as he flashed and was back to Ben, as he stated, "Rushing in head first without a plan's not gonna do anyone any good." He then pointed out, "And besides… didn't you say you retired from field work?"

Mirajane suddenly had a darkened aura around her, as she felt down in the dumps, as she grumbled, "You're right. I'm probably just a rusty old fool poking her enemies with a stick at this point."

"Hey I wouldn't go that far." Ben said reassuringly "If you were really an S-Class wizard then I think you just need some good old fashioned training to get yourself back into top peak."

Before Mirajane could reply, the ground began to shake violently without warning. Parts of the roof and wall chipped off of the Guild Hall and fell to the floor.

"Hey, what's going on?" Gray asked.

Ben was beginning to think that it was just an earthquake until Alzack rushed through the main doors, trepidation on his face. "EVERYONE! OUTSIDE!"

Outside

All of Fairy Tail, minus the injured, rushed outside to see what was causing such a ruckus. However, they were immediately petrified in shock when they spotted the source of the shaking. Even Ben was surprised to see what it was. In the ocean, behind the Fairy Tail Guild building, was the Phantom Lord Headquarters. It was sitting on a big chunk of rock, but sprouting out from the rock were eight giant bronze colored legs. It looked like a giant spider to them all. The earth trembled under each step that the giant building on legs took as it approached the shoreline in front of Fairy Tail's Guild Hall.

"A giant walking building… How is that possible?" Ben wondered aloud, but then grimaced, as he thought to himself. 'Although considering where I am… at this point, nothing should surprise me in this crazy world.'

"What is that?!" Natsu exclaimed fearfully.

"It's a Guild Hall with ginormous legs!" Happy said.

"Is it Phantom?" Loke stammered.

Ben quickly recognized the building as Phantom's Headquarters, as he pointed out, "It is! It's the same building where we got Lucy out of. Only it looks like they upgraded it into a mobile home. Literally!"

Everyone's eyes were bulging out whilst their jaws hung low, their bodies frozen on the spot. Even Erza was shaking in fear. "I didn't anticipate this. I didn't think they would go to such extreme lengths to attack us!"

"Even Ripley's wouldn't believe this," Ben noted. But then he looked away, as he thought for a silly moment, "Though I think Jose might have been pushed to go at this… seeing as how Lucy kicked him in the balls."

"I seriously doubt it was because of that," Erza pointed out.

Ben turned to her to counter on that… only to blush and get a bloody nose at what he was looking at. There, next to him, he saw Erza, standing in nothing but a towel and her hair wet. The towel was being held tightly halve way down breasts and ended less than halve way down her thighs which provided cover for her groin area but left little to the imagination. If he thought Cana was sexy, this only made Erza extra sexier. He pointed out, "Wait! Why the hell are you in a towel?! And why are you wet?!"

"I was taking a shower for a while after you all came back." Erza explained without any sign of embarrassment.

Ben sweat dropped at this as he asked "And you're okay with people looking at you like this?"

"Nudity doesn't really faze me, Ben," Erza calmly stated.

Ben said nothing as he just stared at her in the eyes with disbelief. Suddenly his mind flashed to all the armors he's seen her wear in battle. 'With the way she looks in her armors I'm beginning to question if they don't all leave a lot exposed to the public eye.'

Finally, the Phantom Headquarters took one more giant step before it came to a halt. The building remained motionless for a short moment until a hatchway at the front lowered, allowing a long metal barrel to steadily extend out from the hatch. Suddenly, dark blue energy became to swirl and coalesce around the end of the cannon's barrel, growing more intense by the second. Ben gasped. He may not have been a weapons expert like Kevin, but he had been around powerful weapons long enough to know that when one was powering up and from the size alone, that the blast from that cannon would not only destroy the Guild Hall but a large portion of Magnolia as well.

"RUN GET OUT OF HERE NOW!" Erza shouted to all the members urging them to flee from the blast that was about to be fired. However she knew it was already too late for them to escape.

As the cannon continued powering up its shot Erza suddenly ran towards it with her towel falling off but nobody paid any attention to that.

"Erza!" Mirajane shouted.

"Don't be stupid what're you planning to do!?" Macao questioned.

Erza said nothing as she continued to run forward as her body was enveloped in a bright light as she re-quipped.

"She re-quipped!" Cana said in recognition.

"But what does she intend to do?" Loke questioned.

The flash of light disappeared as Erza was revealed in her new armor. The armor consisted of a singular, blue chest plate with a lighter blue belt-like contraption around the waist. Three spikes line the top of the chest plate which gives way to a white neck brace split in the center to allow room for her chin. The shoulders were sectioned with a large spike dividing each section, the middle spike being the largest of the three. The gauntlets have only a few sections. Attaching to the elbows are two large white shields which give the armor its defensive power. A blue jewel lines the back of the hand. Attached to the bottom of the chest plate is two layer metallic skirt with small spikes hanging on the ends of each layer. A larger spike hangs inward on the bottom layer. Her legs are covered in a sectioned armor to match the rest of the armor with a pair of greaves starting at the knees. The greaves bear a blue design shaped like the large spike that hangs off the skirt. Several curving spikes attach just below the knee of the greaves. She wore a large spiked headdress atop her head with a reflective piece in the middle.

"I'm going to protect the guild and my friends!" Erza said with determination.

"What armor is that?" Ben asked as he didn't know what this one was.

"That's her Adamantine Armor." Happy answered. "It's her strongest armor for defense."

"Defense?" Ben said to himself for a moment before it clicked in and his eyes widened. "She can't be thinking of blocking that huge cannon blast!"

"There's no way her armor will be able to withstand a blast like that." Alzack said with clear doubt.

"Your just risking your life, this is ridicules!" Wakaba said in protest at what she was attempting to do.

Hearing everyone saying how she wouldn't be able to stop the blast from wiping out the guild and town Ben ran forward without question. He didn't have time to explain to his friends what he was going to do. At this point, he was running on his hero instincts and determination to save his friends from certain death.

He stopped in front of Erza near the edge of the cliff while he was fidgeting with the Omnitrix looking for the only alien he knew could help in this situation.

"Ben!" Erza cried in worry. "What are you doing?!"

Are you crazy?!" Cana shouted.

"Don't be stupid!" Macao yelled. "You can't stop that thing!"

Ben ignored them as he rushed toward the cliff. He quickly activated the Omnitrix, scrolled through the list of available aliens and tapped the head icon he wanted, letting the faceplate slide back. 'C'mon Omnitrix, don't let me down now!' Ben thought before slamming down the core.

A flash of green light enveloped him, blinding Erza momentarily before his form was revealed.

He was now a humanoid shaped being that seemed to be made out of purple stone with several dark lines and spots. Some parts of his body were crystallized with magenta colored crystals; he had 2 crystals on his front upper chest with 2 larger ones in the back of his shoulders and 6 smaller ones on his back. His hands looks to be crystallized reaching halve way towards the elbows. He had a four way rectangular head with a crystal on top of his head resembling a horn and had a crystal shaped face where he had a small mouth and a single green eye at the center top.

"It's time for Chromastone to step in!" The figure now identified as Chromastone replied.

Omnitrix Encyclopedia

Crystalsapien AKA Chromastone

Chromastone is a Crystalsapien with no known home planet. There is only one of them in existence not counting Ben's form. Their origin is unknown but the Crystalsapien seemed to have made a home in Petropia where he became the guardian of the planet. When it was destroyed by Vilgax; Ben and the others along with Tetrax sneak into his base and stole a crystal that originally belonged to the Crystalsapien. When he reclaimed it he gained the power to revive the entire planet along with the entire Petrosapien race during a race space constellation. 

The Crystalsapien is a powerful being who's capable or absorbing virtually any form of energy into their bodies and then use it to fire a multicolored laser beam. They can also simply allow the energy to pass through them and have the ability to fly. However they can still be harmed by energy if they're caught off guard and not putting up their defense to absorb the energy. While they are very resilient they can still be killed by extreme means.

"HEY JOSE HIT ME WITH BEST SHOT!" Chromastone challenged to the astonishment of everyone.

"Are you crazy!? You'll be blown to pieces!" Erza said while running to him to force him out of the way.

Chromastone however turned to her and pushed her back. "Trust me I know what I'm doing. Just stay back and have faith in me."

Before she could answer the Jupiter Cannon finished charging and then fired a gigantic blast of concentrated magic now on a collision course with the guild and town.

Reacting quickly Chromastone used his strength to push Erza far back until she was right in front of the other guild members. He then turned to the approaching blast and then quickly slammed his Omnitrix dial as it folded out the four points and activated ultimate mode.

To the surprise of everyone his body began to change again only this time there wasn't a signature green flash.

Chromastones body changed as his skinny looking body expanded with new muscles as his purple stone like skin turned brown and now looked like fossilized crystal and even more crystals appeared out of his body. The 6 crystals on his back changed shape and color as they took the form of hexagonal gemstones. They now looked like a very rare and valuable ruby, sapphire, emerald, diamond, amber and cobalt crystal gemstone. His head took the form of one of those Easter Island Heads only without the eyes and lips, as he maintained his center eye while his mouth vanished. He now had three crystals on his head which gave him a sort of demonic look and his legs disappeared being replaced by 4 long magenta crystals which he seemed to use just to stand up but they seemed incapable of moving him around.

"Watch and see how Ultimate Chromastone deals with this!" the new alien form spoke up

Omnitrix Encyclopedia

Ultimate Chromastone

The Ultimate Evolution of a Crystalsapien. Their bodies have become more crystalized and obtained the power of telekenesis with their 6 colored gemstones. Like Chromastone he can absorb any energy however this is now done by the 6 gems attached to his back. Using his control over them, they can use the 6 gems as satellites to intercept enemy attacks, absorb them inside and then fire them back with equal force. An Ultimate Crystalsapien needs to put his 6 gems into specific formations to establish their function at full power. The 6 gems are each capable of storing power inside them and even transfer it to Ultimate Chromastone to replenish his power and heal him. An Ultimate Crystalsapien now uses their telekinesis on their own bodies to move around due to their loss of legs.

No sooner had he finished his transformation Ultimate Chromastone detached the 6 gemstones from his back as they flew in front of him and then took a hexagon formation before they glowed with power and then formed a hexagonal shaped barrier that looked like a multicolored glass wall.

One second later the blast from Jupiters Cannon collided with the barrier creating a shockwave that blew Ultimate Chromastone back a bit. The force of the blast larger than his barrier but despite that it was still holding strong as the 6 gems began to drain the blast and absorb it inside.

Ultimate Chromastone maintained a concentrated expression as he felt his 6 gems filling up with magical power. Eventually the blast from Jupiters Cannon vanished into the gems as it was completely absorbed inside them like an aquarium filling with water.

When it was done the other members were in disbelief at what they saw.

"H… he… he actually did it… he blocked the Jupiter Cannon!" Gray said in astonishment.

"Incredible." Macao said with other words coming to mind.

"Now that goes to show how manly Ben really is." Elfman stated.

"And he blocked it without any difficulty." Erza said in amazement as she requipped into her heart kreuz armor since she wasn't going to need her adamantine armor anymore.

"THAT WAS AWESOME!" Natsu said energetically.

Hearing their responses Ultimate Chromastone turned his head to them "If you think that's cool then watch this." He said before turning to back to Phantoms headquarters. "HEY JOSE THANKS FOR THE GIFT, NOW LET ME GIVE YOU SOMETHING IN RETURN!" he raised his hands back up as 4 of his 6 gems moved into a new formation. They moved into a pyramid formation with the fourth gem stationed in the center before the 3 around it began to circle like a fan at high speed. The 3 spinning gems began to glow a dark color which was the same kind Jupiters shot was colored when it was shot. They began to emit black electricty before it was concentrated and absorbed into the fourth gem which then glowed and suddenly fired a miniature version of the power it absorbed.

What happened next stunned everyone as in a show of marksmanship the blast he fired went right inside Jupiters barrel where a flash of light emitted from the inside before a massive explosion followed. The entire floor it was connected to was blown to rubble as the Jupiter Cannon fell from its structure and into the sea bellow where it sank.

No one said anything as they couldn't believe what just happened.

"HOW DO YOU LIKE THAT JOSE!" Ultimate Chromastone shouted to the moving island.

Inside the Mobile Guild

Control Room

All the masked and cloaked members of phantom backed away in fear but it wasn't Ultimate Chromastone they were backing away from. It was their master Jose who was now emitting a tremendous amount of magic so strong the entire room was covered in its dark glow. No one spoke as their guild master Jose's power shook the whole room in a violent tremor.

Jose who had his head down for a while now finally raised it to reveal his eyes had turned black with anger and fury at clearly having had his assault ruined easily.

"Come inside if you dare, cause when we meet face to face I'm going to give you a punishment worse than death."