Our alien shapeshifter of a teen hero, Ben Tennyson and his fairy tail guild mates were walking through a desert along a canyon to get home.

They had just defeated the demon flute lullaby, however on their way to the guild masters meeting they got lost.

"How long are we going to walk, my feet are tired and I'm starving" Natsu complained, they had all been walking for a while, save for Ben currently using Gravattack's powers to float above them.

"Don't worry, just did Aerial recon" he said slowly floating down, "we should be there in a few hours, bearing any interruptions".

Everyone sighed in relief, Ben decided to give them a break by going Omni, growing seventy feet tall and carrying them on his shoulders.

"Hey thanks Ben, maybe now I can relax" Lucy said laying back before being held in place by vines. At this moment Ben was strapping them down before using XLR8's speed to move faster.

He decided to stop twenty miles after hearing Natsu groan from motion sickness, not wanting to get spewed on he just carried him from a spider web parachute dragging him along by a tow line. After the latter was tired of being in the air Natsu used his fire magic to get him down, only to be caught by Omni in Gravattack mode's orbit.

"Don't worry I won't spin you around too much" the alien said, after a while Happy spotted something of interest,"hey look wing fish, I saw these on a job request they're considered a delicacy" the cat said.

Ben decided to go fly fishing, he used JetRay's flight powers and spider monkey's webs to catch as many wing fish as possible.

"Wow amazing thanks Ben" happy said, he smirked, "any time, but let's not be to quick to eat these" Ben said before picking up one.

"Maybe we should have someone eat one, just to make sure it's safe to eat, or if it tastes good". Before Ben finished his sentence Happy went and ate the fish he grabbed, good thing to because as it turned out it tasted very gross.

"All that hard work Ben did and these things are disgusting" Makorov said. "I must apologize for your wasted efforts Ben" Erza said before offering Ben a sword, asking him to smite her.

"No thanks, besides maybe it's just the way you cook these things, we should take these back with us and answer that job request" Ben said, everyone nodded in agreement.

They all started walking again with Omni seventy feet tall carrying they're web net full of wing fish over his shoulder, "hey I think I see a town over in that canyon" the giant alien said.

As they entered the town, Ben took notice of how deserted it was. "guess the place is abandoned" he commented, Erza nodded in agreement. "Hey look this house has food in it" they heard Natsu yell.

Ben rushed to the dragon slayer's location dropping the fish in the process. One would think that he was gonna try to eat it first but as it turned out he used wild vine's powers to pull Natsu out of the house before he could eat.

"Hey what do you think you're doing Ben I was gonna eat that" the pinkette yelled, "how about save you from a possible booby trap, think about it" Ben said. The others listened to what the alien had to say, "an abandoned town, freshly made food, this sounds like a trap to me, and the food is the bait" he said.

Erza agreed with Ben's logic, she decided that they should split up. Lucy, Grey, Natsu and Happy were to go into the forest to find edible wild mushrooms, Makorov and Erza searched the town, and Ben took to the skies using Astrodactyl's wings and jet pack to get a better view.

"Now what do we have here?" He said. His eyes widened as he got higher, he saw lines in the ground which formed a large magic circle, he flew back down to warn them about it.

At that time the circle started to glow red and he saw Erza run toward the exit, "Erza, I saw that the lines etched into the street of the town, it formed a magic circle" he said.

They all met on top of the cliff though Ben was both confused and ready to laugh at the sight of giant mushrooms on Natsu, Grey and Happy's heads. "Dudes what happened?" He said laughing, "those three ate some poisonous mushrooms that grew mushrooms on their heads" Lucy answered.

After a while the ice mages and dragon slayer's mushrooms fell off, Happy's was still stuck on.

Master Makorov told everyone that the magic circle castes a spell called alive which turns any inanimate object into a living creature.

Erza also told them that the town was home to a dark guild on account she found magic tools used to cast evil spells.

The master then added that there was an upside, that the spell turned the building into living creatures and that most living creatures can be turned into.

"Food" Happy, Natsu, and Grey exclaimed, (master Makorov: hey why do they get to cut me off?)(me:they didn't cut you off because you weren't technically saying anything, now on with the show). "Your not seriously going to eat those are you?" Lucy asked.

Natsu amd Grey the smiled hungrily at the monsters, "Gahh, that smile of yours makes your nakedness a lot creepier Grey" she added. Erza then rushed down the cliff "Wait Erza too?" Lucy exclaimed, "guess she's hungry also" Ben said deciding to jump down to her and help out.

Natsu had just knocked out a couple monsters and flambé'd them, Grey froze a few, Ben used Armadrillo's drill arm to shatter a bunch of monsters while Erza sliced a lot in a weird cooking outfit.

(Me:BTW why do you wear that any way?)(Erza: there's a lot you don't know about me but I won't tell;))(Ben:you won't even tell me love muffin)(Erza blushes).

"I got a feeling this isn't going to taste well, huh why's happy riding a living chair" Ben said. True enough Happy was indeed trying to eat a chair, "I better help him" he said as he blasted the chair with heat blast's flames.

It finally stopped and Ben had an idea to use Upchuck's power to eat the rubble, it worked and the latter got his answer when everyone said it tasted gross.

They were all confused at how Ben managed to eat his rubble of monster. Until they saw three long tongues shoot from Omni's mouth and pull in some rubble.

However another monster appeared, Ben was quick and used the rubble he had eaten earlier to blast plasma balls at it.

He then decided to fight instead of eat and blasted them using the power of Chaopteryx, then used terra spin to blow them all away.

After who knows how much fighting the wizards and teen hero fell into another magic circle. However after there was a flash of white light everything looked back to normal, well minus the destroyed buildings.

It turns out that the monster's were really the towns folk who were trapped in them by the spell casted on the town itself.

Lucy exclaimed in disgust knowing that Erza made her eat them, Ben was slightly grossed out as well but not as much as the blonde.

Afterward they started walking home again, they finally made it home after seventy more miles and four hours sacrificing Natsu's stomach to XLR8's speed thankfully he spewed on Grey.

Ben decided to use the money he got on his last job and the wing fish request to buy a house, with which he decided to start house hunting the next day.