It was a warm morning in Magnolia, Ben, Erza, Lucy, Natsu, Grey and Happy were on their way to the guild. Behind them were Ben's parents and grandfather along with Gwen and Kevin.

Grey's stalker Juvia went ahead of them to join the guild.

"It's good to see Magnolia again, odd, it seems different but somehow it feels the same" Ben commented. "I have to agree with you on that" Erza added.

On their way to the guild, the gang spotted a stall selling figurines of the fairy tail guild members. "If I'm not mistaking that's Elfman isn't it?" Ben said.

"Why indeed it is Elfman Stratus of fairy tail, name's Max Alors hey I know you Your that take over mage Ben Tennyson, the one with one form that can do almost anything" the gift shop owner said.

Ben smirked, "yup that's me, out of curiosity where's my figurine?" He asked. "Oh no you don't have a figurine you've got action figures" Max said as her showed everyone Ben's figurine collection.

"What's the difference?" Natsu asked, "duh, Figurines are only for display, action figures are for either playing with or putting into cool poses" Ben explained. "Also your figures come with interchangeable parts for either you human figure or your take over" Max added.

"Cool" Ben said as he bought two figures and almost every interchange part. "And due to you leaving pictures of your original individual forms in the guild I even have figures of them to" Max said.

He then put up multiple different figures of Ben's aliens. "Awesome, also here's a new form for you". Ben then turned into Predator, "holy moly now that is awesome" a kid said, "mommy mommy look it's that take over mage Ben 10" the kid said.

"Hi there can I have an autograph" a boy said. "Me too""me three""I want one". At this point a lot of children and teenage girls were mobbing Ben in order to get an autograph.

An hour later Ben and his pals were entered the guild. After several autographs and fan girls, the teen hero was exhausted. "I'm starting to regret doing that now" he said weakly.

"Hi guys" Mira greeted, "how are all of you?" She asked. Ben raised a thumbs up in response. "Good, a little tired but good" he said.

"This place is huge" Grey commented. "You got that right" Happy said. Everyone greeted them and showed them the new additions to the guild.

It now has a pool, game room and people could go to the second floor now. Ben was impressed, then they saw Juvia, "hey kids this is one of the new members of the guild, ain't she a cutie" Makorov said.

"Good luck Master Makorov but Juvia's got eyes for Grey and only Grey" Ben said. "We also have another new member" the short old man added gesturing to a certain pierced iron dragon slayer.

"What what're you doing here!?" Natsu yelled to Gajeel. "It wasn't my idea ya know, Julia kept pestering me to join" he answered.

"So your that iron dragon slayer everyone was talking about during the battle with Phantom, name's Kevin Levin" the osmosian said.

"Gajeel Redfox" the iron dragon slayer replied. "How come those two are getting along?" Lucy asked. Gwen put a hand on her shoulder, "Kevin used to be an enemy, but now he's good. I guess Gajeel sort of reminds Kevin of himself, considering he's now on our side" she explained.

"Also I brought my parents and grandfather who just ended up into this world here" Ben said gesturing to his family. "Oh so your Max Tennyson, good to meet ya" Makorov said.

"Same to you, any way we're here to join the guild, only because we gonna have to need money to survive in this world, and Ben is here" the taller elder said.

The master lead them to the area to get their guild emblems. "Well I'm gonna check this place out" Ben said before he saw Natsu bothering Kevin and Gajeel.

"Natsu is there anything wrong" the teen hero asked him. "Anything Wrong!? Gajeel is... how do you not see anything wrong!?" The dragon slayer yelled.

"Gajeel joining the guild isn't that bad, sure he used to be a member of phantom, but so what" Ben said. "If you haven't forgotten Julia was a member of the Phantom Lord guild too" he added on.

After a while everyone started to argue about the issue. Which quickly shifted into a brawl. Ben had had enough and multiplied himself by twenty and the clones turned their heads into Toepick's.

He then opened the helmets mask and showed the horrifying face again. Little to say everyone was scared at what they had seen. "Dude what was that..." Natsu was saying before Ben stopped him. And quite loudly.

"CAN IT NATSU THIS WHOLE BRAWL WAS YOUR FAULT IN THE FIRST PLACE" he yelled with Echo Echo's powers. The dragon slayer didn't like that, as did everyone else.

"Seriously, all this, just because Gajeel was a member of phantom" he said.

He rubbed his face, "hey Kev can you take it from here, I'm starting to get a migraine" Ben asked his friend. "On it Tennyson" Kevin responded.

An hour later Ben was lying down on a bench. Being extremely tired from the events from the tower of heaven and having to break up a guild brawl. "Hey Ben" He turned his head to see Juvia standing next to him.

"Thanks for sticking up for Gajeel" she said, "no problem, but if you need me I'm gonna be here for a while" he said. Ben promptly fell asleep, for a few hours he was okay, that was until he was thrown off the chair.

"Hey Ben I... I... I..." Natsu was about to challenge Ben to a fight. However he started to tremble because Ben woke up in an extremely bad mood. He faced Natsu and put on a very scary face. "Natsu..." he said very sinisterly.

He then turned into Omni and grew Gravattack's molten core. "No no anything but the spinning anything but the spinning"  Nastu said panicked.

He tried to run away but no luck. Ben caught him in his orbit and spun him around in an orbital field. This time it was around five hundred miles an hour. "Oh dear, seems Ben was sent off the deep end" Levy commented.

"It definitely looks like it" Gajeel replied. "Your not still mad about him, biting your arm are you?" She asked him. "Nah I can understand why. At that time I was an enemy" he answered.

At this point Natsu was screaming wanting out of the spin cycle. "Should we get him out of there?" Lucy asked. "Let's leave him in there for a few more minutes" Grey said. "Natsu has to learn, although I'm not one to talk considering I was also upset about Gajeel joining us" Erza said.

"Seems like Ben was the only one who wasn't against it" Macao said. "Is anyone else concerned he might do worse to us if we start a fight too?" Wakaba asked trembling at the realization.

As if on cue Natsu was launched out of Ben's orbit and sent hurdling towards the wall. Which had been covered by diamond. "I'm guessing your just stressed" Gwen said. "Of course, how'd you feel if you nearly died trying to survive the explosion of the tower of heaven" Ben said.

"If anyone needs me I'll be in the behind the guild training" he said as he left. Everyone had an awkward face because Ben really gave Natsu a hard one. And seeing that they decided not to start arguing about Gajeel as well. Mainly because they did not want to be on the receiving end of Ben's power. The dragon slayer in question was puking his guts out from being spun around to much.

A few moments later Ben was outside practicing with Predator. Strangely enough using his powers is no different from Omni. It would be reasonable considering they were created the same way.

"I don't know why but I am good with my alien forms" Ben said. He then spun spun multiple energy webs with Terroranchula's powers and threw them at random areas.

He accidentally threw the last one at an unsuspecting Iron Dragon slayer. "Oops sorry Gajeel I didn't see you there" the alien predator apologized.

"Nope my fault for coming out here and forgetting you were here as well" he said trying to get out. Ben then turned into Omni and used Feedback's powers to absorb the energy web. "Yeah sorry about that, I gained a new form so I have to practice in it" the alien explained.

"Truer words can't be spoken" the dragon slayer said. "So what were you doing out here any way?" Ben asked turning back. "Just wanted to be alone" Iron head said, "wanna spar?" Ben asked. "If you have some pent up frustration it's a good way to get it out of your system".

He thought for a moment then nodded. "Sure, wouldn't hurt to vent out a little" Gajeel said. They then stood at opposite ends, Ben threw the first punch with an energy blast. Gajeel responded by turning his skin to iron and shielded himself.

He then sent an iron bar flying towards the shapeshifting teen to which he turned into Omni and used Load Star's arms to stop it in mid air. "It seems like your iron is attracted to my magnetic personality" Ben quipped.

"Ha, funny" Gajeel said before sending a right hook to Ben. The alien caught sight and turned his arm to diamond. This ended up denting Gajeel's iron arm. "Ouch okay that was hard" he said as his arm shifted back to normal.

During their sparring session Ben's team, Gwen, Kevin, Max and Levy came out to check on them. "Look Ben's gonna take Gajeel out!" Natsu said in anticipation. "Actually it looks more like sparring" Gwen said.

"What come on" The pink head said, "you have a problem young man?" Max asked. "The reason he is upset is that Gajeel was once part of the Phantom lord guild, who attacked us not to long ago" Erza explained.

"Ben was the only one who didn't argue against him joining our side" she went on. "I actually think it was good that some one besides me and Juvia stood up for him" Levy said.

They then heard the two conversing on their lives previously before going the guild. Though there wasn't much common ground between them the iron Dragon slayer appreciated Ben for allowing him to vent out a bit.

"I'm not saying I don't appreciate it" Gajeel said, at the moment they were discussing about how a levy stood up for Gajeel. "I just didn't see it as necessary" he added.

After spotting the group Ben noticed a small tint of Pink formed on Gajeel's cheeks. "Oh you like her don't you?" Ben asked. "What no I don't like Levy" he said. "I didn't say who" Ben responded awkwardly. The dragon slayer then covered his mouth. "Relax I won't tell" Ben said.

"Hey guys" Ben said walking over to them, "hey Ben" Lucy and Levy said. "So what were you two talking about?" Gwen asked. "Not much, he just wanted to vent, I listened" Ben said.

"So you guys pumped, the harvest festival is starting soon" Grey said. "Harvest Festival?" Ben asked, "yeah every year Magnolia has the harvest festival, there are food stands, the fantasia parade" Grey stated. "And the miss fairy tail contest" Erza said holding up the flier for it.

Gwen saw this and smirked, "gee too bad Beverly Tennyson isn't here" Gwen said which made Ben flinch. "Oh yeah she would've loved to compete" Kevin added. Max lightly chuckled at that to which everyone put on a confused look.

"Who's Beverly Tennyson, Ben's sister or another one of your Cousins?" Erza asked. "Oh she's my cousin... pfft, alright" Gwen said trying to hide her laughter and failing.

"She is also my granddaughter" Max said lightly laughing. Everyone then took notice that Ben was becoming redder and redder. "Ben is there something you didn't tell me" Erza asked. The teen attempted to run only to be caught be Gwen's mana tendril.

"Hey come on Gwen this isn't funny I thought you guys promised you wouldn't talk about it" Ben stammered. "I had my fingers crossed" Kevin said, "JERK FACE" Ben yelled still trying to get away.

"Quick get Ben's parents, Rook and Jimmy they're gonna love this" Max said. Happy came out with said people, "so what's going on?" He asked. Gwen then trapped Ben's arms and reaches for a symbol on the back of his neck.

"No no no no no no no, I'd rather be eaten by a tyrannopede" Ben cried until Gwen tapped the symbol. A bright flash of pink light later and a magic circle appeared.

After it disappeared, in Ben's Place was a girl around his age with brown hair wearing the same clothes as him. She stammered shocked at what has happened. "That is Beverly Tennyson, it's just Ben as A GIRL. HA HA HA HA HA HA HA HA HA HA HA" Kevin said laughing.

Little to say the rest were shocked as well, while the ones from Ben's world were laughing. "Ben is that you?" Erza said bewildered, "yeah it's me" she said, "and if you need me".

Beverly then faced her family and friends then turned into a female version of Omni. "Uh... oh..." Gwen said laughing, "WHEN I GET MY HANDS ON YOU, YOU'RE DEAD!!" She roared chasing them.

After "handling" them Ben tapped the symbol on his neck and turned back. "So care to explain how that happened" Lucy asked with a coy smile. "It wasn't on purpose, a sorceress from my world named Charmcaster put a spell on me which was intended to switch bodies so she would get my powers, but the incantations got messed up and this happened" Ben explained.

"Well little to say" Gray said with a nose bleed. "You were definitely a pretty girl" he said trying to wipe it off. "Ew Grey that makes you five times creepier" Ben said stepping away from him.

"Well you can't deny it" Erza said, "also why did you keep the spell it should've been broken" Lucy said laughing a little. "Apparently according to Ben he felt oddly nice being a girl and wanted me to change it so he can switch between girl and boy. To still remember that feeling" Gwen said stifling her laughter.

Ben blushed then spoke, "okay, I will admit yes I did feel oddly nice as a girl. But that doesn't mean anything okay, I still had my dude interests" he said. Kevin then snuck up behind him and tapped the symbol again.

"KEVIN!!" Ben/Beverly yelled. "And in addition look at this" the Osmosian said as her pulled Ben's shirt up. Natsu, Grey and Gajeel shot a blood geyser from their noses and fainted backwards.

Ben/Beverly then pulled his/her shirt down then punched Kevin straight in the nose with Armadrillo's fist. "Not funny Kevin!" He/she yelled covering his/her chest. "He slash she is kinda right on that one Kevin" Gwen said.

Ben/Beverly looked to Erza to see her flushed. "Please don't tell me you saw that?" He/she hoped. Erza unfortunately nodded yes, "I hope this won't make our relationship falter" Ben/Beverly asked Erza. "Don't worry it won't, long as you don't turn into a girl when I kiss you" Erza said to him/her.

"Thanks" Ben said as he turned back to himself. "Oh man I've missed doing that" Kevin said before Ben turned into Predator and stomped on him the size of Tyrranopede. "Yup I deserved it there" Kevin groaned.

Later that night Ben was getting ready for bed when something flew in through his window. "Huh?" He grabbed the object which turned out to be the flier for the miss fairy tail contest. "I'll ask Gwen to break the spell tomorrow" he said as he jumped into bed.

After an hour he spoke up, "or next week, after the contest". He knew he was going to regret this but it did feel nice to be a girl again. ' However this will be the last time and that's it' he thought.

"WHAT AM I SAYING!? I'M ASKING HER NOW!!" Ben screamed as he rushed over to Kevin and Gwen's apartment. His cousin had agreed to remove the spell for him and did so. "Thanks Gwen" he said as he left.

"He said that way to early didn't he?" Kevin asked Gwen. "Oh yeah, way to early" Gwen said. To make sure she really did get rid of the spell Ben tapped the area where the symbol was on his back and he was still a he.

When he got home he took two mirrors and held them in position to see the back of his neck. The symbol was gone, "finally that nightmare is over" Ben said as he fell asleep.