Right now, Ben is on the train sitting next to his sleeping disciple Amber. While the other S Class mages had gone to Tenrou island to help with the S Class trials. The alien S Class was taking Amber on her first mission, lucky Master Mokorov had allowed him to go.

"Just a few more minutes Amber" he said, then pet her head, he found it funny. Only last month he was walking home, then spotted a little bronze blonde kid in the ravine. He pulled her up and took her home, she had fell in the water after running from an angry farmer.

As to why, she had been living in his shack without consent and he chased her out. Ben had decided to take her in, and one day when Natsu had come over for an unannounced visit he had accidentally threw an Omnitrix patch at Amber. This had upgraded her armor magic to give her new powerful armors.

As to where they're heading, Amber's first mission was to find and eliminate a crab like being. It's been attacking people and stealing certain items. Extermination missions were fairly easy, "okay Amber wake up we're here" he said shaking her a bit.

"Is it morning already? Oh we're here" she said as she saw Hargeon out the window. Ben got out then got a good look around, "man it's been almost a year already, feels like it was only yesterday I arrived in this world" he said. "Well who are we supposed to meet?" Amber asked stretching, "a magic item shop owner by the ports" her mentor said as they ran to the docks.

"There it is" Ben said stopping in front of it, Amber unfortunately slipped on a few puddles and slid off the street into the water. "AMBER!!" He screamed running to his disciple, she popped her head out of the water. "I'm okay" she assured the. Swam back and used her Jet Ray Armor to fly up, "nice going with Jet Ray" Ben praised,

"Well you said that Stink fly couldn't fly out of water so I chose Jet Ray because you said he can fly and swim" she explained. "And that is why you're my disciple" Ben said, them they walked inside.

The shop owner had described the crab creature as short, purple, and had a large head with arms with pincers on both sides. One smaller than the other. Along with a large mouth that wasn't moving at all. And in addition the creature talked to him with a weird power.

"Don't worry sir we'll take care of that crab" Amber declared, "oh thank you besides o don't think the Rune knights can take any more burns, oh and i forgot to mention that it has bizarre lightning magic" the shop owner said.

The two had exited the store and ran around to find the crab thing. Ben had been flying around with Astrodactyl's jet pack. "Anything?" He asked over a com he made, amber replied back with "nothing yet".

She was using her XLR8 armor to speed around. "You'd think it'd be easier to find a large purple crab monster" she commented switching to her WildMutt armor and sniffed the ground. "True, well he did say that it was a crab, maybe check the water?" Ben suggested.

A splash was heard in Ben's communicator "already at the ocean" Amber called from the other line. He made his way to the water and jumped in. He found his disciple swinging around with Rip Jaws armor, "I think it's somewhere in that trash heap" she said pointing to a large pile of garbage.

"Once we get this mission done, I'm speaking with the mayor of Hargeon about the pollution down here" he said. Since Ben had taken her in, Amber had been learning about Him and his world. Especially about her new alien powers from her armor, in addition a few things about the importance of keeping the world clean.

Ben had been searching through the junk "anything yet?" Amber asked throwing some junk off. "Other than this small blaster I think I'm onto something" her sensei replied swimming out. She fallowed, "what is it Ben?" She asked, "I may have a lead, I had been thinking of the description of the crab thing the shop owner" he explained.

"A large purple crab like creatures with one pincer smaller than the other, in addition it was able to talk to him without moving its mouth and it had lightning magic. I had actually had an enemy like that, same species as Brainstorm". Amber looked at him with confusion and anticipation "do you think he's come to this world?" She asked.

"Most likely, and with that blaster I found, I think we're on the right track" he answered. Both had gotten out to hear screaming, they got out of the water to see said crab creature. And Ben had confirmed it, it was indeed, Dr. Psychobos.

"Hey you" Amber said in Jet Ray armor and flew over and shot the crab with a neuroshock eye laser. "Ouch, Tennyson, I thought I'd find you here" The deranged alien crab said blasting her with purple lightning. Amber had changed into feed back armor and absorbed the electricity.

"Psychobos!!!" Ben yelled shoulder charging Psychobos. "Wait if that's Tennyson? Then who are you?" He asked, amber un quipped back into her usual attire. "Names Amber, I am the disciple of Ben Tennyson" she declared, "Amber remember what we talked about?" Ben face palmed.

"What?" She responded confused, psychobos took his chance and electrocuted Ben. "Ow" the shapeshifter said then the crab zapped the armor shifted, who at this time had changed into her BuzzShock armor. "Nice try" she said giggling, then she turned into electricity and traveled through a few metal rods.

Ben, finally recovering from his little zap, turned into Predator. "Hey, Psychobos, remember this?" He asked growing eight tentacles, his mouth turned into a beak, and his eyes became those of an octopus. Ben then roared and the crab took off running.

"Sensei, why'd you scare him off?" Amber asked phasing out of the metal. "Just made him lead us to his hide out"
Her mentor replied pointing to a trail of green goop. He secretly stuck some stink fly slime on Psychobos before he ran off. "Nice one Sensei"they fallowed the slime trail, "so how did he become
Your enemy?" She asked Ben.

Amber was using WildMutt armor to run, Ben still Predator was using Omnivoracious legs to get enhanced speed. "This transformation of mine, Predator, he was created because of His device called the Nemetrix" Ben explained. "The Nemetrix?" Amber inquired.

"That device is like the Omnitrix except it turns whatever using it into my aliens' natural predators" he explained. They finally found the end of the slime trail which lead to a clearing, "cloaking device" Ben said. "Hey amber mind going Buzz Shock and generating an electrical field to short it out?" He asked. "Okay" the girl went Buzz Shock armor and released a small electrical pulse that caused the clearing to ripple and reveal a crashed alien ship. "I guess he didn't have much of a smooth landing" Ben commented.

The two walked in, Amber had traveled through the power cables in he Buzz Shock armor. "You know despite that I'm not in an alien's body, moving through the wires feels very familiar" she commented. "Well your new armor are infused with alien DNA, it would be reasonable to feel the instinctive abilities and feelings of the aliens themselves" Ben said.

They found themselves in a large room, "looks like crab cakes has been busy" the disciple said walking traveling through every electronic device. "You really like Buzz Shock don't you?" Ben asked, "it's fun" she replied.

Ben got to the terminal and started typing, "seems like he's trying to create some powerful weapons using" what Ben hadn't been aware of, is that the deranged crab was behind the door. "Both the alien science from my old world and the natural magic of wizards from this one. Woah, this is one powerful weapon" he said.

Look at the blueprints of the device, it had bore the resemblance to Rook's proto-truck. In addition it had pods on the side that looked large enough to hold a person. And on top of it a large cannon similar to Phantom Lord's Jupiter Cannon.

The pores were meant to absorb magic from captured people to power the vehicle. Although it was only a prototype compared to the next blueprint. A giant battle ship, bigger than the air ship that belonged to the Blue Pegasus guild.

With the weird faced member Ben still wants to beat up if he even spots Erza.

(A/N: girls are scary when you do something they don't like, Wizard girls girls are scarier, but for Ben Tennyson, if you Eye Erza, I'll be sure to put flowers on your grave)

Anyway back on topic.

Four times bigger, meaning four times the power demand, and four times the kidnapping of innocent wizards. "Oh man, Amber we have to destroy his da... AAAAAAAAAAAAAAAAHHHHH!!!!!???!?!????!!!!" Ben screamed.

Psychobos had entered the room zapping the shapeshifter with purple lightning. "So Tennyson you've discovered my plan, yes I will be kidnapping wizards to use them as a power source for my machine" he said then spotted amber.

"And it seems like you brought me the child of the two wizards I first captured" he added. "wait... you... you were the thing that took my parents away from me!!!!" Amber yelled switching to Rath armor. "TELL ME WHERE THEY ARE NOW!!!!!" She demanded.

"Oh so sad, try that pile of lifeless husks tat have been completely drained of magic energy" Psychobos said pointing to a tank full of human bodies. And two that Amber unfortunately recognized, "momma... daddy..." she said in a broken voice.

Then she ex quipped out of her armor, then fell to her knees with her eyes tearing. Ben saw this and got extremely mad, blazing inferno mad, "PSYCHOBOS!!!!!!" He yelled blasting the alien crab with optical neuroshock blasts. Then bashed him in the head with Armodrillo's fist "YOU MONSTER!!!!" Ben then threw him in the air and out of the alien space craft.

He jumped after him, meanwhile still with Amber, the young armor mage had been grieving. Having seen the parents she once had, she still remembered the day she lost them. They were walking home one night, then Psychobos jumped out of no where.

Amber's father tried to defend her and her mother, but when it proved futile the disciple's mother had pushed her into the woods and sacrificed her life to save Amber. They gave their lives so that she could live, then there was her mentor and adopted parental Ben.

The day he found her was fresh in her mind. She was running away from
The farmer whose shed she was living in, and fell into the ravine. Then out of no where the young bronze blonde was pulled out of the water by a teen male with brown hair and emerald green eyes.

She knew it was Ben, I mean who wouldn't, he had taken her home and showed her kindness. The kind that only parents could show their children, and from that moment she felt happy again. Then Ben decided to take her in, wanting to heal the wound of losing your loved ones.

And then there was the day she got struck with the Omnitrix patch and got her new alien DNA infused armors. And Ben trained her to wield her new powers. But on the day he found her, she wasn't willing to go on, but when her mentor slash parental confronted her he said "I think you should live on, not only for you. But do it for you parents, they gave their lives so you can live on, if you die now their sacrifice would be in vain. And they will always be alive, I here (he points at her heart) as long as your alive so are they".

Those words Ben had said were still fresh in her mind, "if... if I live on... so will.... you" she said getting back up. "But... I won't let you die... without having him pay".

"And I won't stop, UNTIL HE'S FINISHED!!!!" She then flowed bright emerald. "RRRRAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAWWWWWWWW!!!!!!!!!!!!!" She screamed as her magic circle grew bigger and bigger.

Outside Ben was Fighting Dr. Psychobos, "HOW DARE YOU!!!!" He yelled slamming his fists wherever Psychobos was. "You killed and innocent girl's parents and other people for your own gain, I ought to rip your brain straight out of your head" he said shooting Psychobos with Ultimate Humungosaur's missiles.

"As I have said before Tennyson, you cannot stop me" the deranged crab said. Then their was a scream, it was filled with anger, grief and vengence, they turned to the ship to see a large armored mech rise up from it. It was red white and black, had multiple fins on its body, and and a green visor where it's eyes should be.

This is Amber's Way Big armor, think back to the dragon armor from Edolas. It works like that, only her armor's power can be fueled by the emotions of the wearer. Along with their magic, since amber is grieving from her dead family, she's fueling the armor to the max with anger and grief.

"PSYCHOBOS!!!!!!!" She roared stomping the alien craft, then permanently destroying it with a cosmic blast. "No my ship!!!!" Dr. Psychobos zapped her only to have made her more mad, "you killed my parents, you will pay!!!" She then stomped on him.

He groaned after she took her foot off, then she stopped again multiple times. Then proceeded to rapid fire punch him while ex quipping. "RAAAAAAAAAHHH!!!!" She yelled before ripping open His skull plates and striking his brain.

He ended up passing out, she jumped off, at the same time crying. "Amber" Ben called out, she turned to him then ran and hugged him. "Sensei, please" she wept burning her face in his shirt, "don't leave me, I don't want to be alone again" she said.

Ben hugged back, "it's okay, it's okay, I'm here. And like what I promised Erza I will never leave you" he said.

Afterwards large airships came by to pick up Psychobos and his alien tech, "nice huh? We managed to get the air ships working and we even found some of our old world's residents. Look there's Pateliday, Blukic and Driba" Max Tennyson said. He then took notice of Ben carrying Amber on his back, "how is she taking it, she's broken isn't she? I can see why, no one should ever have to go through that, especially a child" he said.

"I know how it feels Grandpa, and I don't want her to go through the same things I did" Ben said "Amber you want to go home?" He asked. "I'm fine Ben, I promise, it's just I finally found my parents, but seeing them dead well" she then got off.

"I know amber" Ben said putting his hand in her shoulder, "but, as you said, as long as I live on, so will they. And now thanks to you, I have a new family to love as much as my old one" she said. Both Max and Ben smiled, "that's some resolve Amber" Ben said, "I learned from the best" she said jumping onto Ben and then kissed his cheek.

"You do make a great parental as much as a Mentor Ben" Max said, "I d... you know what, I guess I do" he said ruffling Amber's hair. Then out of no where Verdona came "Ben emergency" she said in distress. "What's wrong Grandma?" He asked, she projected an image in his mind and his eyes widened.

"Amber hurry we have to go" he said turning into Omni and changed his legs into XLR8's. "What's wrong?" She asked re quipping into Astrodactyl armor. "We need to head to Tenrou island, the S Class trials are being attacked" he said as they dashed off.

"And that includes your new, hopefully, mother" he mused. "Don't worry my scarlet beauty, I'm not letting you go" he said as they reached the ocean.