Evening time, Ben and his team (composed of Lucy, Erza, Natsu and Grey) were on their way back from a successful mission.

"That went off without a hitch" Ben said as they walked back to the guild, "oh and uh, sorry Lucy I knew that you wanted to do this as a solo mission" he apologized.

"Uh don't worry Ben, it's okay" Lucy reassured him, "okay but believe me those two wanted to tag along both me and Erza tried to stop them but they both roped us into it" Ben responded. The red haired mage nodded in agreement, "on the bright side though we got our reward" Natsu boasted, "true enough" Grey added, "dude your clothes" Ben said.

The ice mage panicked in reaction, on their way back people who passed by gave them looks of pity, "I've got a bad feeling right now" Ben said, "yeah same here" Lucy added. "Indeed" Erza said, the pyromaniac and the ice stripper just went at it with each other.

As they arrived at the guild , the place was in shambles, "whoa what happened here? Who did this?" Natsu asked until a small figure popped its head out from behind the bar counter.

"Phantom" the figure who turned out to be Master Makorov said, "Phantom?" Ben said confused, "the phantom lord guild" Mirajane said.

"We've had some bad history in the past, but they never did this before" she added, Makorov jumped on the bar counter and sat cross legged, "at least no one was hurt that was the good part they attacked when no one was here" he said.

"They attacked after everyone left" Mira said, Ben sighed in relief "well that's good, at least no one was hurt" he said, "indeed, a safe move but unwise" Erza said, Natsu got on a table and let out a big shout.

"THOSE PHANTOM JERKS ARE GONNA GET THEIR'S, LETS KICK THEIR BUTTS FOR WHAT THEY DID TO OUR GUILD' he yelled. "Not wise Natsu" Ben said holding the pyromaniac back using Wild Vine's tendrils, "what why not?" He asked trying to escape but every time he tried Ben always counteracts it with either Big Chill or Arctiguana's powers.

He gave a sigh of annoyance, "well for one, Mira told that one of the rules between guilds was that you're not supposed to go into war" Ben said.

Both Erza and Mira nodded confirming what he said. He then shot his fire breathing friend a very terrifying smile, "two, if you try anything to start a war you are gonna have a chat with me in Cannonbolt mode" he threatened immediately he backed off not wanting to be on the receiving end of that alien power.

The shapeshifter then let him down and turned his attention to the damaged guild hall, "as for the guild I think I can repair this just give me a sec" he said turning into Omni and multiplying himself by 10.

They spread throughout the guild and sprouted Clockwork's clock key from their heads, "well here goes nothing" they all said in unison, their keys all started turning counter clockwise.

The guild was bathed in emerald green energy, while spinning time reversed around the guild and everything started to go back to its original state, a second later the guild hall and building itself was back to normal.

"There all done" Ben said as he reconstituted himself and turned back, at that moment everyone was awe struck at how fast he fixed the guild, Master Makorov leapt at him and gave him a hug in appreciation.

"I knew it was a good move to let you join the guild I just knew it" he said, the teen hero felt uncomfortable in this position, both Mira and Erza took notice and pried the dwarf elder of him.

"Thanks, oh and before I forget, to make sure the guild stay's that way" Ben said as he used Diamond Heads power to grow multiple diamond shards from the ground to act as a barrier and then formed a large dome over the guild.

"Let's see em get passed solid diamond" he said, Erza smiled at her team mate, "I must say Ben, you never cease to amaze" she said.

He smirked, "believe me Erza none of you have seen anything yet", later on Ben headed back to his house to put up some security to make sure no Phantom lord scum tried to mess with his new home.

After Ben had finished putting up security he felt an armored hand grip his shoulder, he turned around to see Erza, "oh hey Erza is there something you wanted to talk about?" He asked.

"I want you to accompany me to Lucy's house, Master Makorov said that there may be Phantom lord wizards still in Magnolia" she said, "Mira said it would be wise to stay together".

Ben agreed with Erza's logic and thanked her for not telling Natsu, Grey or Happy about his new house considering he didn't want anyone rummaging through his stuff.

As they approached Lucy's house Ben told Erza not to go inside until she arrived, it was indeed rude to enter ones abode with out permission.

Erza agreed with Ben and waited outside with him, later on Lucy returned to her house carrying a tiny snowman in her arms.

"Hey Lucy is that a spirit of your's" Ben asked. "Yeah the little dog Nikola" She said, "your the cutest celestial spirit ever right Plue" she cuddled the snowman, "thought his name was Nikola, guess you can name a few of them, nice to meet you Plue" Ben said.

The tiny snowman shivered in excitement in the presence of Ben Tennyson, "wait why are you both here though?" Lucy asked.

"Master Makorov and Mira said that it would be wise to stay together on account that Phantom Lord members may still be around, not to mention find out where we live, so we'll stick together in numbers" both said in unison.

"Oh I guess that's okay" Lucy said unlocking the door to her house, as they entered they caught sight of Natsu Grey and Happy sitting in her living room, the second former stripped to his skivvies.

"INTRUDER ALERT" Lucy yelled proceeding to beat the hell out of them, "get out you three, stop eating my food, No stripping in my house buddy, claws off the wall cat" she yelled knocking them all on the floor.

"Hey what was that for?" They all asked, Natsu then said that they'd also stay with Lucy for safety also, the latter was reluctant but agreed, a while later they were at it again.

Happy was digging through her dirty laundry and showed some of her underwear to Erza, Natsu was wolfing down her snack stash with Plue, and Grey proceeded to sleep on her bed in his undies.

"I can't believe you'd actually wear something like this Lucy" Erza said observing her choice of lingerie. Ben however decided to be a good guest and knock some sense into the others.

"Grey that isn't even your bed, and put your clothes on" he said knocking the Ice mage off the bed.

"Same goes for you Natsu, don't go eating other people's snacks, at least ask for permission before eating and don't wolf it down" he yelled before kicking the pink haired dunderhead in the rear.

"Happy its very rude to look at a woman's personal affects so knock it off" Ben then slapped the back of the cats head and threw him away from the hamper, he turned his attention to Erza but turned away to avoid seeing Lucy's underwear.

"Uh Erza you should stop to, its kind of considered an invasion of privacy to do that" Ben said blushing, Erza did as requested and put the undergarments back in her drawer.

"Geeze you guys took this make yourselves at home thing way to far, aside from you Ben thanks for knocking some sense into them" Lucy said, he smiled in appreciation, "no problem, over the years I've learned to respect the privacy of others, especially girls" Ben said.

Erza then spoke up, "there still is a serious matter to attend to" she said, "you boys' hygiene, I refuse to sleep in a room that smells like sweat", Ben discretely took a wiff of his underarms and winced.

"Okay I guess I do need a bath, not going lie I'm not as fresh as a flower" He said sheepishly rubbing his head, "ahhh I don't want to take a bath" Natsu complained, "I already got into bed" Grey added.

"Enough you are all taking a bath, since you admitted first You are going first Ben" Erza said dragging him along.

"Wait why're you dragging me?" He asked but his question fell on deaf ears, "I'm taking a bath with you, Lucy give me a hand here" both were shocked at what she had said.

"Wait why me and why're you taking one with Ben?" Lucy exclaimed, Erza smirked "I'm quite comfortable bathing with male members of fairy tail, ask Natsu and Grey, we bathed together when we were kids" she said.

"Wait what" Ben yelled, "what kind of relationship do you guys have?" Lucy exclaimed, "now help me out here" Erza demanded, "yes ma'am".

They both dragged Ben to the bathroom, "now strip" Erza's voice said, "with you and Lucy in here?" Ben's voice responded, "wait Erza what are you doing?" Lucy's voice said. "Getting ready to bathe, now it's your turn" Erza's voice responded, "wait Erza stop it get your hands off my pants, and shirt, ouch" Ben's voice yelped, "stubborn little thing" Erza said signifying that she was trying to remove the Omnitrix from Ben's chest.

"Stop it already it isn't gonna come off, and hey hands off my underwear" Ben's voice said. "Yikes Ahhh!" Lucy's voice rang, "Lucy stop drooling" Erza's voice said which sounded like she was mouth deep in water, "your one too talk I'm getting out of here" Lucy's voice said as she came out of the bathroom really red. "Well now that she's gone" Erza's voice said, "wait hold on a sec, ahh somebody help me" Ben's voice yelled before two audible splashes rang from the bathroom.

A few minutes later Ben walked out of the bathroom completely red, Erza followed after with a smile on her face.

"So how was it like bathing with Erza" Lucy asked, "I feel either scared or excited" Ben whispered to the blonde, her face was red as well.

They conversed about the issue with the Phantom lord, so far Natsu was the one who argued most. All at the same time they tried to get a sneak peek at a story Lucy had written.

She refused to let anyone see it besides Levy, Ben was curious as to why but shrugged it off and managed to get the rest to stop badgering her about it.

They all went to sleep an hour later, Ben decided to make a hammock for himself out of SpiderMonkey's webs, "ah this is more like it" he said.

Until Erza snuck into his hammock, "in Erza, why're you sleeping with me again?" Ben whispered to his red haired sleeping companion, "Considering Lucy has full control over the house, she automatically has claim over the bed" she explained.

"Natsu, Grey and Happy have already taken the living room couches, this was the only viable option" Erza then closed her eyes and started to fall asleep.

"Now please be a dear and try not to move around a lot I'm a sensitive sleeper" she said, 'oh why me' Ben thought then proceeded to sleep as well, both were in a deep sleep, now neither has control over their bodies during slumber.

Both tossed and turned in the hammock until they found a comfortable position to sleep in, and slept easy.

The next morning Ben woke up and found himself in an awkward position, the positions both had fallen asleep in we're both hugging each other, his face started to blush from being an inch from Erza.

The red haired girl started to stir in Her sleep very close to walking up, "oh no" Ben said silently as Erza pulled him closer to her face and gave him a little peck on the cheek, which made him blush.

He then used Goop's powers to slip out of the hammock, "way to close, now to guard the guild" Ben said, "but not before waiting for the rest because it would be rude to wake them up or go without them".

They all went to the guild later on only to find team shadow gear bound to the wall severely injured by iron bars, "LEVY" Lucy screamed at the sight of her friend.

"I'll get them down" Ben said transforming his arms into Loadstar's and removed the iron from the Wizards, then used Gravattack's powers to safely levitate them down.

Master Makorov then came into view extremely angry. "Now those Phantom lord scum have done it" he said menacingly, "it's one thing to trash our guild hall, but it's truly another thing to hurt one of my children, all of you get ready" he said before growing to a monstrous size.

"We're going to war" under normal circumstances Ben would be against this, but because they hurt one of his teammates and after losing his family, Ben was determined to do what ever it took to fight back.

An hour later the fairy tail guild charged into the Phantom lord guild's headquarters they all fought hard.

Ben, as Omni, used Arctiguana's ice powers to freeze all the Wizards then bashed them with the combined strength of his heavy hitters. "Shattered are we?" He asked. A few more phantom members came from behind. But Ben grew multiple green eyes on his back.

"Peek-a-boo I see you" Ben quipped as he blasted them with several eye blasts. "I bet your seeing stars" he quipped. "Am I right?".

(I am the master of eye puns!)

"Uh oh buddy, looks like your surrounded" one phantom lord member said as they were right. Tons of Phantom lord members have surrounded Ben. "Oh no what ever shall I do?" Ben asked sarcastically.

Omni then used Ditto's powers to multiply himself by fifty. As for how many Phantom lord members were around him before. Only twenty, so it's pretty obvious who has the upper hand now.

"Oh yeah that" Ben said as all of him used used Gutrot's gasses to distract them. And when they weren't looking Omni used Swampfire's powers to trap them all in plants. Which released a large amount of methane.

"Now let's light this candle" the alien quipped. Ben then made small spark and, BOOM! All those who surrounded him got blown to kingdom come. "Ha, now that's what I call explosive".

After he was done with them he helped Natsu with the Phantom lord's own dragon slayer Black steel, Gajeel Redfox. "So your the guy responsible for fixing my work at your guild huh?" The iron skinned man said. "Well get ready because I'm gonna stick these iron beams into you and they ain't gonna come out" as Gajeel charged at Ben, the latter went full Omni and grabbed his arm, then took a bite out of it.

"Hey ow, let go only I can eat iron around here buddy" the dragon slayer said, But the shapeshifter didn't listen and blasted him with Eatle's laser, "take that black steel" he said before cocking his fist back, "and this".

Ben's arm then became Atomix's "HAA MEE NA, HAA MEE NA, HAA MEE NA, HAA MEE NA, HAA MEE NA, HAA MEE NA, HAA MEE NA FUSION CUISINE" he then unleashed a blast of energy that knocked him back.

"I'll finish this off" Makorlv said climbing to the top of the guild, but fell back down an hour later after getting his magic energy drained.

They all made a temporary retreat until Ben caught sight of Natsu and happy interrogating one of the Phantom lord members.

"What are you two doing" he asked the blue cat and fire breather, "THEY'VE GOT LUCY!" Both said, Ben's eyes widened, "okay then how 'bout you tell us where she is or else I'll have to get it out of you" Ben said.

He turned his head into the helmet covered Toe pick's "okay you two you may want to turn around (inhal,exhale) this ain't gonna be pretty" he said opening his face plate.

The two didn't listen and got a full view of the horrifying face, "AHHH OKAY I'LL TALK I'LL TALK SHE'S IN THE JAIL CELLS IN THE UPPER TOWER" the Phantom wizard said. "Now was it so hard to say that, and was it hard to look away" he asked all three, Ben had gave a lift to Natsu and Happy to get to the upper jail cells they successfully grabbed Lucy and escaped.

It had then been revealed that Lucy was from an extremely wealthy family and her father sent Phantom lord to retrieve her, she explained to them that he didn't care one bit for her.

A giant castle then appeared at the far side of Lake Sciliora was a giant castle standing on eight mechanical spider like legs. "That looks bad, but I might have a way to fight it" Ben said turning into Omni, "but to do it I'll need some help" he said.

Natsu, Grey, Erza and Lucy volunteered "good now don't freak out you'll get used to the new bodies after a while" Ben said before launching small Patches at them with the Omnitrix symbol on them.

"Uh what are these?" Grey asked pointing to his, "I'll explain later right now fallow me" Ben said once at a safe range Ben emitted a short flash of emerald light and began to grow.

At first they thought it was his normally seen Humungosaur seventy feet, but this time he grew to over a thousand, and he red and black grew fin like protrusions on his head, forearms and shoulders. "Let's see how they take me on in WAY BIG mode" he said, Ben then activated the patches on his team mates which transformed them into their versions of Way Big.

"Whoa I'm freaking Huge" way big Natsu said, "Definitely" way big Grey said, "hey wait a sec are we Naked?" Way big Lucy asked, "enough let's get to work" way big Erza said.

They all followed Ben's Lead and crossed their arms in front of their bodies in the shape of an X, then blasted the cosmic energy that accumulated around their arms.

Right when Phantom Lord blasted their Jupiter Cannon their blasts collided and shot right through the Phantom lord's castle, "I'll turn you back now get to the castle I'll meet up with you later" Ben said as he turned them back caught them and threw them towards the castle.

Once Ben had gotten to the tower he punched through the roof and made a big hole to get to the guild's leader Jose faster.

The others and a few more made it earlier and had their own battles. Before jumping in Ben ripped the Jupiter Cannon right out of the castle and stomped it into nothing but scrap metal, "Okay Jose, time for you to see what Ben Tennyson is really made of".

As Ben jumped in he met up with Erza who was fighting the evil mage, "Look out below" he yelled as he slammed right into Jose's face.

"Hey Erza miss me?" Ben asked, "right now more than you think" she said, "so your that take over mage everyone was talking about no matter I'll take you down like I did to your master" Jose said.

Jose sent multiple blasts of dark magic towards them. Ben used Upchuck's powers and ate them. Then sent them back to sender, Erza then charged at Jose and re quipped into her Blackwing armo and swung her swords at her.

She missed and swatted her back. Ben caught sight and increased her size to humongousaur proportions. "You're gonna pay for that" he said as he sent a flurry of attacks towards the dark guild master.

Unfortunately he managed to survive the blast even though they hit him. He was luckily weakened by the attack. Ben tried Atomix's power and sent him an energy ball to the face. Jose got knocked back but got back up again.

"Ready to give up yet?" The evil mage asked, "not a chance in your life" Ben retorted. 'I have to think of another way, none of my normal forms powers have been able to beat him' than an idea hit him like a sack of taydenite.

"An idea just hatched in my mind, Never tried it before but her goes nothing, time to go ULTIMATE" Ben slammed the Omnitrix face plate. Four prongs stuck out and he was enveloped in a bright green light, Omni's body became more bulky, his fingers turned into giant claws and on each hand was two claw blades. He grew dragon like wings on his back and a second pair of eyes. His skin gained a more purplish color. His hair also turned into flames.

"ULTIMATE OMNI" he shouted in his new form, "let's see how you like taking on the powers of ultimate aliens" Ben then curled into a ball like shape lined with multiple spikes and launched himself at Jose. He continuously bounced off the walls, after a while he returned to normal shape and launched blue gooey pods at the mage that exploded into azure flames, "though you are powerful it'll take a lot more than that to take me down" he said.

That is until Erza sneaked up behind him in her Giant armor and got him in the back with her spear of Ha Ja, Ultimate Omni then sent a flurry of missiles toward Jose and slammed him into the floor.

It revealed a fight between Natsu and Gajeel, the former out of fire fuel, "Don't worry Natsu here's some fire for yah" Ben yelled as he unleashed an extremely powerful Torrent of Fire towards Natsu and replenished his fire energy.

Jose took advantage and attempted to attack Ben, before any of them could react a pink force field formed in front of Jose and knocks him back.

"A mana force field" Ben said, "but the only way for that to exist... is..." Ben turned his head to see two glowing pink orbs and pink glowing eyes, as the dust over that area cleared it revealed his cousin Gwen, friend Kevin, Partner Rook and super Fan Jimmy.

"No... no way" Ben stammered "hey Tennyson guess what back from the dead" Kevin said jokingly, Ben was overjoyed that they were alive but kinda irritated that Kevin made that Joke.