Explosions were going off in the sky, it was currently Fairy Tail's 24 hours endurance road race. A sporting event where the Wizards of Fairy Tail have to race around for a whole day.

Currently Ben was in the crowd of people waiting for the race to get started. "Today's a race, alright can't wait to exert my powers to the limit, if I don't I'd probably just get bored" he said stretching himself out.

"Aahhhh now I'm ready" Cana said after downing a whole barrel of liquor. "Woah you downed it, how are you going to compete?" Lucy asked. "What you'd actually expect me to run on an empty stomach so you?" She asked.

"Just do you're thing Cana, we all have routines we do before a competition" Ben said patting her on the back as good luck. "Hey thanks" she said slapping him on the rear earning a surprised yelp. "Geeze" he groaned.

"Cana just doesn't want to go through the punishment game, the last time I had nightmares" Happy said "wha? Punishment game.. this isn't what I signed up for!!" Lucy shouted.

"Listen up" Makorov's voice yelled, "all wizards know that without the proper balance of intelligence and physical endurance they are doomed to failure" he said. "Over The next 24 hours you'll be using those attributes against each other".

"A real man never uses his brain" Elfman said "yeah physical strength is all that matters in a race like this" Gray added. Ben bopped them both on the head he size of Humungosaur.

A/N: just a little heads up audience you probably didn't know this but Ben actually gains both the size and muscle mass of Humungosaur when he uses that alien's power in human form. It's the same for Four arms and Rath, he also gains their muscle appearance. So to put it into visual, picture Ben as big as Humongousaur and as muscular as him. His head and other body parts are in the same perspective size.

"Not cool guys brains are just as important as brawn" he said, "oh please this is a race you just need to put strength into it" Elfman said. "You also have to think of hazards like slippery terrain, spiky road hazards, road crossing bystanders, and also booby traps" he said.

"Ben's right, this race will also test your observation skills with hazards on the race track to figure out ways to avoid them" Makorov added. "What we gotta think while running? that isn't racing" Natsu said. Ben back handed him, "knock it off" he said,

"Any ways the rules are very simple, from the starting line each of you will make your way through a pre determined course, ending at mount eyegore. The summits been peppered with heavy wyvern scales, you are to grab one and bring it back. Once you bring it across the finish line you've completed the race and you've proven yourself a worthy member of Fairy Tail" he said.

"Never forget forfeiting is not an option for any of you, Fairy Tail wizards pride themselves on their willingness to go that extra mile". He ended up saying that flying magic is forbidden, this made Happy and Evergreen groan.

"And whoever is unfortunate enough to come in last you'll be subjected to the worst punishment game I've ever devised" he added, they all froze. "What's with Gramps and the punishment games, I know the old man's a perv but still" Ben said.

"Man I think he only puts up these things for the punishment game" Macao said. "Last year's was beyond sadistic" Alzac added, "quit complaining you sissies it's embarrassing" Gajeel retorted.

"If only one person is punished don't come in dead last", "although there is a kernel of wisdom in your words Gajeel, your phrasing could use a little bit of work" Erza said, "oh hey sweetheart" Ben said "hi Ben" she cooed.

"Hey after you're done making out, are you making fun of me!?" Gajeel asked. Erza turned to him "all I'm saying if you're competing do with all your strength" she said. Her trade mark requip flash appeared and she was in a red tank top, yellow shorts, a visor and a base ball cap.

"This is custom made equipment, it keeps muscle fatigue at bay thus increasing my endurance" she said. "As much as how I like that on you honey you're going down" Ben said. "If I didn't know any better I'd say you're just showing off, and I bet it's mostly for Ben" Gajeel said,

Everyone lined up at the starting line, "watch my start Levy" Jet said, apparently he was known for his speed magic. "Pfft you want fast obviously you've never seen XLR8's speed, combined with other powers I have in a dynamo" Ben said turning into Omni and turning his legs into XLR8's, they his thighs into a combination of Kicken Hawk's and Fast Track's then grew Astrodactyl's rocket pack in his back.

Along with Terra Spin's air vents on his back and turned his arms into Heat Blasts. He also gave his legs a little length increase with Crash hopper's DNA. "Ready? BANG!" At the moment when Jet launched himself forward everyone lurched back by the force.

"Oh yeah let's kick this off big HIGH SPEED!!" He then accelerates forward. "Once again Jet starts the race off with an overwhelming amount lead, So Cool!!" That reporter Jason said as he was running. "Oh wait, there, there seems to be something running beside him" he said.

What had been there was Ben in Omni form running like crazy. Using the natural friction control of XLR8's feet with the extra muscle from both Kicken Hawk and Fasttrack helping give an extra jolt of force. Astrodactyl's rocket pack was now acting like a booster along with Terraspin's air vents and Heat blasts arms blasting behind Ben. And Crash Hopper's extended leg design gave him an extra stride.

"Looks like I'm just as fast as you Jet" he said quickly gaining enough speed to pass him. "What oh no you don't" Jet tried to run faster, "looks like I'm gonna have to speed up or should I say slow down" he said growing clockwork's key and slowing time down by one second allowing him to move slightly faster.

"Woah I can't believe it, newcomer Ben Tennyson is in the lead with Jet, and quickly taking it" Jason said. Erza raced to further up the race track "yeah that's my boyfriend" she said.

"See yah at the finish line Jet hope you like my tail cuz it's the only thing you're gonna be seeing" Omni said producing a large amount of methane behind him. "Here goes" he said igniting it which made him rocket forward.

"YYYEEEAAAAAAAAHOOOOOOOOOOO!!!!!!!!!" He was so far ahead that the rest were a few miles behind. "Now for a real hazard that'll prevent anyone from trying to cheat against Me" he said growing Cannon bolt armor. The armor then took on blue and black streaks, "and now time for a sling" he said shooting to bandages towards two buildings.

One pair on each side, he then pulled himself back a few feet "okay almost there just need the right amount of elasticity" he said. "What was that you were saying Ben" Jet said as he was catching up.

"Now I say EAT MY DUST!!!" Ben launched himself forward like a slingshot. He was a living cannon Ball, in addition he moved faster thanks to XLR8's speed. And in addition he grew Chromastone's crystals on his armor to give an extra boost.

Forget cannon ball, he was a shooting star "here's a power move KINEKELERAN COMET SPIN DASH!!!!!!!!!" Ben then moved even faster. Fast enough that he made it above to the next environment of the race.

"Ha ha this is woah hey why is the ground slippery?" Ben asked then saw gray way behind covering the ground in ice. "Well at least my energy melt ice" he said as he beamed brighter "AND HERE WE GO AGAIN!!!" He blasted forwad another time. This time he included and resumed his previous form of combined Aliens. This time with Chromastone's crystals, Humungosaur's size and WayBig's cranial crest for balence while moving at extreme speeds.

"Oh yeah nothing is gonna catch me now" he said moving faster, he used the combined power of Wild Mutt, Spider monkey, Rath and Crash Hopper's leg power to jump and easily catch himself on nearby rock ledges. "Looks like alternate route" he said conforming to a more agility safe form.

"While I'm up here I can move easier, And you can't get me. And in addition I'm not flying, so this isn't cheating" Ben said as he continued to jump and jump. "Ha ha... hmm?" Ben spotted a small glowing boulder in the ground, "nice try Freed but that ain't gonna work" he said.

Ben jumped high and released an echo bomb that was heard throughout the land. This bomb managed to make the traps spring themselves, "nice try but you won't hold me" he said crashing down.

"Now back on the road" he said speeding forward again. Using Wild Mutt's enhanced sensory he determined that there wasn't anybody behind him or in front of him. "Ha I'm in the front" he said "NOT FOR LONG!!" A voice shouted.

He looked back to see Natsu using his fire dragon Iron fist as a booster rocket. "I MAY NOT HAVE BEATEN YA IN COMBAT BUT I CAN DEFINITELY BEAT YOU IN THIS RACE!!" He said.

Ben smirked then jumped forward and turned his right arm into Armadrillo's. And his Brain into a hybrids of Gray matter and Brainstorm's. After calculating he hit an area on the ground that turned the ground around Natsu into a labyrinth.

"Good luck getting out of there" he said before speeding off.

Right now in the Fairy Tail guild hall everyone was watching the race through a crystal ball. "Looks like Ben's taking second place" Carl said, "don't be quick to judge son, that Jet fella may be fast but is he faster than the combined speed of over 1,000 aliens?" Max said.

"He has a point there uncle Carl" Gwen said, "so why aren't you two in the race?" Mira asked. "Oh we I actually had a job today and I'm back same with Kevin" she answered.

"How convenient" Mira said, "wait look there's movement on the summit of mount Eyegore" Jason said. "Look it's Jet he's made it there" he said. "Hey jet" a giant voice roared, "what?" The speedy mage looked around to see a giant on top of the mountain. "Bout time you got here, I waited for a while you know" "wait Ben? NO WAY!?!?!".

True enough the giant itself was Ben, "how did you get here so fast" he asked scared, the alien pointed to a rather large hole in the ground. "I dug here, anyways I'll be taking this" he said grabbing a wyvern scale.

"And I'll be leaving this" he said growing diamond around the scales. "Good luck getting past that, see ya" he said growing to seventy feet tall then changed his legs into Crash Hopper's then jumped down the mountain. And at this size, let's just say he made it down quite quickly.

And at each landing came an earthquake, "HEY GUYS CHECK IT OUT GOT THE FIRST ONE"
He said running back down the path "hey Ben" a Evergreen called out shooting a beam at him. Ben turned his arm into Diamon Head and blasted it back at her. This intern turned her to stone, "oops sorry Evergreen" he said as the statue returned to normal.

He shrank down to normal height and sped forward. "Can't slow down, even if it may take a while for them to get those scales out of my diamonds" he said. He then had a funny idea, he switched to predator and the area glowed red as he worked through the night.

Now in the morning he's is back in Omni form rushing back to the guild, "the Wizards and their wyvern scales are speeding towards Magnolia's SouthGate park where the crowd is waiting in sweet anticipation" Jason said.

Then a green blur came into view, "hey what's that?""it's moving fast""wait looks it's the takeover mage Ben Tennyson""oh man looks like someone new is taking the title this year" the crowed roared in excitement.

"And the winner is BEN!!!!" The figure sped right through the finish line. "Nice job sport" Max Tennyson said, "thanks but I was actually going for middle but my inner racer told me go first, it's a real pain to have to listen to that" he joked.

"Looks like we'll be announcing for second place because oooohh looks like a few members were caught in some red nets that look like spider webs" Jason said as the crystal ball displayed images of a Macao, Nab, and Max Alors in Ben's terroranchula webs.

"Ben?" Gwen said slyly "hey since they were laying traps I did too, you should've seen what I did to Natsu, it probably taken a lot to get him out of that maze" he said.

Later on five of the racers managed to get to reach the finish line, Jet, Natsu, Gajeel, Erza and Gray. Once they got into viewing range of the finish line they had saw Ben already there. Though shocked they pressed forward, that was until Natsu tripped and knocked them all over.

"Ooh wipe out and so close to the finish line" Jason said, "uh, Honey, Erza you okay?" Ben asked. The next competitor in the race who was in sight was happy, he managed to make it despite not having wings.

"Woah, nice job Happy, way to push through it without flying, that takes dedication" Ben said. "Even if the screen caught you with your wings out you put them back in".

The little cat crossed "way to get second place Happy" Ben said "thanks, it may not be first but at least I tried" he said. Wendy and Carla then crossed. Wendy first due to the long legs, "nice one you two up high" Ben said giving both of them one.

"Wow a these three have proven their worth to Fairy tail" Jason said as they held their placement flags above them. Then the rest of the guild started to run in as well. "AAAAAAAHHHHH COME ON ERZA GET CROSS THE FINISH LINE BEFORE THEY DO!!!!!!" Ben yelled.

That snapped her out of her musing she was having in a realization way and she ran across the line with the other racers. Leaving Natsu, Gajeel, Gray and Jet trampled on the ground, "ow that's got to hurt" Ben said.

"Enjoy the punishment game you three" Jet said running, "no way" the other three yelled hanging onto him. "Man you three are heavy" "shut up".

Apparently it was a three way tie, "wait so that means" Kevin said before Gwen finished "all four of them are gonna get punished?" She said. "What why can't we have another race as a tie breaker?" Gray asked. Master Makorov spoke up "I expected better from you, just like real work wizards don't get any do overs when they muck up" he said.

"And like real work you've got to learn to deal with the consequences, painful consequences for you and fun for me" he went on. Ben had an uneasy look, "I'm just really glad I didn't get last place" he said. "Yeah, imagine what'd he do to us" Wendy said, "don't it's to horrifying" Happy admonished them.

"Fine I bring it on, I'm not afraid of your punishment game, I can take whatever you dish out" Natsu said. Gramps started to brighten up "that's it lad, keep that resolve up because believe me when I say you're gonna need it". He then took out a sorceress weekly magazine, "behold your punishment" he said.

"Seriously a magazine?" Ben said he then whispered to Wendy and Happy "I think gramps has a few screw loose in the punishment department right now" he said. "I can't be the only one who's confused too right?" Gray asked.

"Are we supposed to read the thing?" Gajeel asked, "no it's something much worse, sorcerers weekly will print an issue of nothing but glamor shots. And the models of these pin ups will be you bone heads, a deluxe twenty page spread complete with up close and personal interviews" he said.

"WHAT!?!?!?!?!?!?!?!?!?!?!?!" The Four screamed. Ben's face went really pale, "oh god I'm glad I didn't come in last place, really glad, very very glad" he said trembling.

"Now if you wouldn't mind coming with me to get your costumes ready" Jason said before the four ran away with the reporter chasing them. "Huh looks like they had a little more wind in them" Ben said, "I'm surprised they can still run after the race" Lucy commented.

"It appears they weren't giving it their all either" Erza said, "color me impressed""wait what do you mean by either?". This whole time Juvia had tears going down her face, "does this mean no Gray center fold?" She asked.

"Even if there is no prize in this, I'll take satisfaction is seeing a girl happy don't worry Juvia you will have your center fold" Ben said speeding towards the guys running.

"I bet he wants to get a good laugh out of it" Erza said, "that will definitely sting my eyes" Gwen said. Four screams were heard and Ben rushed back "I stuck them in a ball weevil gooey ball, Jason should be able to roll them to where he's shooting" Ben said.

Erza walked over to her boyfriend "congrats sweetheart, here's your prize from me" she said kissing Ben. The people present who caught sight had looks of envy. Men and women alike, "Damn lucky man" them men, "Erza is too fortunate" the women said.