A few days had passed since the Edolas incident, and remarkably everyone had been okay. Save for a certain shapeshifter who was grinning widely and blushing hard. "Man, I... pfft... I can believe... pfft ah ah ha... I can't believe I actually did that" he said chuckling. Lucy and Mira who had been nearby took notice of his odd behavior.

"Hey Ben" Lucy called out, "yeah... pfft... Lucy?" He replied. "Are you okay you've been acting funny" she inquired, "don't worry I'm fine, a kinda embarrassing thing happened recently involving Erza and shirt coming off" he said. The girls then put on coy looks, "very lucky man" Mira said, "very Lucky" Lucy repeated.

Just then a young boy came in, about five foot two, bronze blonde and had some armor around his neck with Ben's Omnitrix Symbol. "Sensei I'm here" he said, "hey glad you can make it" Ben said, he then went over to the stage area to get everyone's attention. "Everyone may I please have your attention" he said with Echo Echo's powers.

That had caught everyone's attention, "attention everyone, I have an announcement to make, you see the kid who just walked in the guild?" He asked. They all looked to the kid who called Ben Sensei, "that is Amber, I am training the kid to be, what Amber calls my disciple" Ben said.

Everyone made a surprised face, "wait what?" Macao said, "did Ben just say the deciple!?" Wakaba added, "is that even allowed with his Omnitrix!?" Ben then raised his hand. "Easy you see Amber her is an impressive armor mage, which's magic can allow the user to make and use custom armors" Ben explained.

"And let's say Amber got a hold of one of Omni's patches and now has created armors based off my transformations" Ben added. The young lad had demonstrated by re quipping into a jet ray like armor and flew to Ben landing next to him. "Impressive right?" The shapeshifter asked, the entire guild applauded, "told yah" Ben said.

"What's this I hear about Ben getting a disciple?" Master Makorov asked walking in. "Master Ben just got a disciple, is that even okay!?" Levy asked. "Oh I already know, that day me and Ben were discussing a matter and I was seriously drunk, I accidentally made him launch one of those patches and the kid had been struck with it" Makorov explained. "Don't worry though Amber is a good kid, Ben will have no problem training him to use his powers" he said.

Unfortunately Ben winced at that, "what's up with Ben?" Gajeel asked, the shapeshifter pointed at a corner where amber had been moping. "It happened again... why did I have to get born like this" the kid said. "Uh what's wrong?" Makorov asked, "uh master, Amber isn't a boy SHE'S A GIRL!!!!!" Ben yelled.

"Oh yeah oops uh well... BETTER RUN!!!!" The old fart said running with Ben in hot pursuit. "YOU WON'T ESCAPE MY WRATH YOU OLD FART COME BACK HERE!!!!!!" The alien boy yelled chasing after them. "First Erza, then Wendy and now Amber how many girls are gonna be in Ben's life?" Dory asked.

"A lot believe us" Kevin said, Gwen walked next to him "its true Ben had a lot of girls in his life, good looks so run in the Tennyson family" she said smugly. "So Amber, how's it like having Ben as a master and teacher?" Mira asked the Tom boy girl. "It's great, Sensei Ben is so helpful, and he won't let me give up, and to top it off he's so nice. He even took me in after learning my parents died and I was living in an old shack" she said excitedly.

"Ben did the right thing leaving a kid out like that is inhumane" Lucy screamed. "So Ben's a good mentor huh? Why doesn't he ever teach me some of his cool fire moves?" Natsu asked. "If I had fire magic and was great at using it I sure wouldn't" Lucy said, "teaching Natsu strong fire magic would bring more damage to the guild hall. He's already destructive enough" Erza said on the rafters.

She had been sparing with Pantherlily, "oh hey Miss Scarlet" Amber greeted, "good Morning Amber" Erza replied then went back to sparing. "Wait Erza you know to!?" Lucy's no levy yelped in surprise, "we're a couple, we don't hide things from each other" she said.

The next thing Lucy knew a large majority of the guild had mobbed the bar area. All of which had been asking to do jobs, "what's going on!?" Kevin Lucy and Gwen exclaimed. Even Rook had joined in, "not sure but it seems amusing" he said.

"Seriously what's going on?" Lucy asked, Mira raised he hand from the Mob. "You'll find out tomorrow" she said, Ben had walked back in dragging an unconscious Makorov with him. "Heh, looks like the master got it" Reedus said.

"Ben actually took Down Master Makorov, that's a surprise" Lisanna said. "Not really Lisanna" Lucy said, "funny thing about Ben he's had a reputation of stopping bone headed idiots". Erza, Pantherlily, Gajeel, Wendy, Mira, Lucy, Levy and Carla looked towards Natsu, Gray and Happy.

"What?" They asked, "any way wait for tomorrow, you'll find out why they're acting up" Ben said. Gwen has a sly smile "does this have anything to do with you actions embarrassingly happy?" She asked. He turned away "that has nothing... pfft... to do with this" Ben said.

Lucy and Mira giggled, "I doubt it" they said. They then looked to Amber "amber do you know what your Sensei is talking about?" Levy asked. Amber nodded "yeah but, he said if I tell, I'm in big trouble" she said as Ben was staring the girls down with a demonic aura around him.

"NEVER MIND!!!!!!!!" They screamed running away. Ben smirked, "I won" he said, Mira, Erza, Wendy, Carla and Lily gave an awkward laugh. The former two had actually known the reason why he was flustered and very upbeat.

Little to say when Erza thought about it she drooled a little. "Erza why are you drooling?" Lucy asked freaked out, "I'm not drooling" the red head said. "Kinda hard to believe when you're mouth is making like a water fall" the blonde added.

The next day the entire guild had been awaiting an announcement made by Master Makorov. "So what's the deal the suspense is killing me" Lucy said, "same here sister" Gwen said. Kevin cracked his fists "whatever it is, it better sure be worth it" He said smirking.

"I wonder where Ben is" Wendy inquired, "hey where is he, hadn't seen him all day" Levy said. The shapeshifter in question was now, at his own free will, inside a small cylindrical chamber. "Hurry up my legs are killing me" he said, "just be patient" Makorov retorted. "East for you to say" Ben shot back, he then turned his legs into Mud Pit's and sat down. "Ah that's better" the teen sighed in sweet relief and satisfaction.

Back with the others, "So what is all the hubbub?" Max T. Asked, "attention everyone, I will now be announcing that the S Class trials have arrived" Master Makorov said. "S Class trials? No wonder why everyone's been picking up extra jobs lately, they probably did more work to seem more applicable" Gwen said.

"And there eight wizards here that have earned the right to compete of S Class wizard, Natsu Dragneel, Gray Fullbuster, Elfman Starus, Freed Justine, Juvia Locksar, Levy McGarden, Mest Crider and Cana Alberana" Makorov said. "Wow, weird though you'd think that Ben may have been up there" Lucy interjected. "Yeah, for someone so strong why isn't he in the S Class Trials?" Elfman asked, "who cares without him it'll be easier on us" Natsu said.

"Hey that's mean!" Lucy yelled at the dragon slayer, "but he does have a point, with Ben competing he'd blow us all out of the water" Gray said. "Not too much though" The blonde defended again, "where's your sense of good sportsmanship!?" Wendy said. "He's right you know, I used to think Being a man was all about muscle, but Ben showed me that the strength of a true man lies not in their body, but in who they are" Elfman said.

"Wow that was beautiful big brother" Lisanna said, "and each of the contestants will have the option to choose a partner to accompany them to the trials, this year held at Tenrou Island, the sacred grounds of Fairy Tail" the dwarf elder said again. "Well in that case I choose..." Gray was saying before Gramps cut them off. "Let me finish, the rules to the partners is that they must be a member of fairy tail and not an S Class Wizard".

"Well still I choose Ben to be my Partner" Gray said, "what hey no fair" Elfman said. "Yeah and this came from two of the guys who didn't want him to compete" Lucy inquired. "Ben? Oh yeah before I forget, because if an event that happened recently. Which was my fault to begin with, we already attained a new S Class Wizard" Gramps added. Everyone had a surprised reaction, "WHAT THE HELL HOW DID THAT HAPPEN!?" Natsu yelled indignantly.

"Yeah did ya lose a bet or something? Who is this guy?" Gray asked, "let me ask you, which of any of us has unlimited power at their disposal? able to adapt to any problem with not trouble at all? A lean mean green fighting machine with heart to boot" Makorov asked. Everyone was trying to figure it out, but a few had already put the pieces together.

"Woah you don't mean" Lucy said in realization, "it can't be" Gray said in disbelief, "you don't mean" Natsu said. "If you guessed right than here's a hint" Gramps said before launching a fire work up which exploded into a familiar hourglass shape. "NO!!!" Natsu yelled, "SAY IT AIN'T SO!!!!" Gray wailed, "that's right it's Ben Tennyson!!!!!".

The aforementioned teen hero bursted out from the stage floor and drew the fairy tail symbol in the air in Atomix energy. "Hello fairy tail" he said, "BEN YOU BECAME S CLASS!!!!!!?" Everyone exclaimed. "Yup" he said, "at least that explains why he was happy, but what about the embarrassment?" Gwen interjected.

"Oh how about you see what happened" Erza said from the stage, "basically a few days ago Gramps took us out drinking" Gildarts explained. "Then in his stupor he challenged Ben to a fight" Mira said. "I said that if he won I'd make him an S Class wizard, and if he lost or refused I'd put him through the worst of my punishment games" the elder explained.

"That's a lot of incentive" Macao said sweat dropping, "yup" Alzack responded, "I'm guessing he won" Lucy said. "But the embarrassment?" Kevin asked, "it was actually how he won, also he was fighting all four of us" Mira said.

Flash back

"Ben I challenge you to combat" Makorov said in his drunken stupor, "why does everyone want to challenge me!?" Ben said. "Stop being a sissy and fight me!!!" Makorov a said again, "easy Master" Erza said.

"Just do it, if you win I'll make you an S Class Wizard, if you lose or refuse I'll subject you to my worst punishment game yet!" Makorov yelled. Ben flinched, "okay okay just please no punishment I don't want to be on an embarrassing deluxe twenty page spread" Ben pleaded.

Later on, Ben and the others had arrived in a park. The shapeshifter on one side and the others opposite, "okay, to make this official I have this contract saying that if you win you become S Class, and if we win You have to get punished" Gramps said a little back to normal. "And regardless if I am sober or not you will be an S Class if you win" he added.

"Bring it on and I'm not gonna lose" Ben said turning into Omni, "keep up that resolve because you're gonna need it" Gramps said as he grew big and everyone charged Ben. The shapeshifter turned his arms into Bloxx's and made a wall to defend himself.

When gramps broke through the alien had gone, "huh where'd he go?" He asked until he was encased in ice. "Talk about the cold shoulder" Ben said in an intangible state, " ice powers, but can you handle this" Gildarts said. He blasted Ben with a grid which he had dodged "really?" Omni then blasted lightning at Gildarts which he blocked.

"Ben" Mira said in her Satan Soul take over, she threw a sphere of dark energy at Ben which he dodged. Erza came up above Omni then slashed down, the alien used Goop's powers to let her sword blorp through him. Unknowingly Erza had struck Gildarts in the head. Makorov had broken out of his icy prison and smashed Ben only for him to block it.

The fighting went on for about an hour, then when Ben seemed like he was about to lose a pink light shined from the back of his neck. "WHAT I THOUGHT GWEN GOT RID OF THE CURSE OH I AM SO GONNA GET HER BACK FOR THIS!!" He roared then jumped up. He had already knocked Mira out by distracting her by messing with one of her ships. Said Lisanna x Bickslow and she fell for it, Then got her in the side and sent her hurdling towards a tree. Ben tapped the area on his neck and his silhouette changed in the others view.

When they got into range they saw Ben had changed from him to Beverly, then she... pulled his shirt up and... you can guess what happened with the three. While they were distracted Ben slammed them with Humungosaur's hand.

As to why this worked, both Gildarts and Makorov are men, and the elder was perverted. And Erza is dating Ben and she got excited.

Back to real time.

Ben was now bright red, "what the Heck, I knew I made Beverly disappear temporarily but I didn't expect you to do that cousin" Gwen said laughing. "THAT WHOLE THING WAS YOUR FAULT GWEN I AM SO GONNA GET YOU BACK FOR THIS!!!" Ben yelled.

"But on the bright side you did become an S Class" Erza said, Ben shrugged it off. "Okay one good thing it came out of it, I became an S Class" Ben said, 'not to mention I got something out of it to' Erza thought drooling. "Uh Erza honey" Ben said wiping her mouth.

"Well at least some more might become S Class" Elfman said proudly. "Not only is my Sensei a powerful hero but He's AN S CLASS!!!!" Amber yelled in excitement. "Wait then that means we can't pick Ben as a partner, Oh man" Gray said down cast.

"Oh Amber come here" Ben said, she ran into the stage and Mira put the fairy tail emblem in her shoulder. "Wait no way, is this real life!?" She said in complete surprise. "Nope this is real, welcome to the fairy tail guild my deciple" Ben said. Amber's eyes lit up "THIS IS AWESOME!!!!!!!" She yelled.

"And to celebrate our new guild member, S Class wizard and our S Class applicants, we're gonna have a party" Makorov yelled. "Let's head to Ben's place!" Natsu yelled "Natsu!!!!" Ben said beating up the dragon slayer.

"On second thought lets have it here!!!!" The pink head yelled. "That was a stupid move" "he had it coming" "sensei was right, mr. Dragneel is really stupid on occasion".