Behind the bar in the Fairy Tail Guild Hall, Grey Matter had several items neatly grouped in piles across the countertop. He had an assortment of metal mechanical parts, bolts and screws, a glass cylinder-shaped tank, various hoses, copper wire, and a lacrima crystal. At his side were tools such as a screwdriver, pliers, and a tiny hammer.

Grey Matter held his chin as he looked at the piled items, humming while doing so. He examined each part he had collected and memorized them. Once he finished scrutinizing the materials, he closed his eyes and put together a blueprint in his mind. After a moment, he opened his eyes back up and smiled impishly. He had everything he needed to begin his project.

Nearly three days had passed since the Ultimate Team and Elfman defeated the Rabid Weasels and the Omnitrix's malfunction was corrected, turning the affected mages on both sides back to normal. For the team's part in bringing the Dark Guild to justice, the group received an eighty-thousand jewels reward from the Rune Knights. Unfortunately, most of that money went to purchasing new materials to repair the damage done by the Rabid Weasels and the Fairy Tail wizards who were transformed into versions of Y/N's aliens.

They were a bit bummed but understood fully; after all, the destruction inflicted on the still incomplete Guild Hall by them was considerable, especially the damage Natsu made while he was in Cannonbolt form. However, even after draining most of his reward on building materials, Y/N was still left with enough to acquire most of the aforementioned objects before him. The rest had come from the storage area in the Guild Hall's cellar.

Grey Matter: He-he, (cackled mischievously and rubbing his hands together) everything mechanical-wise is here. Time to get started.

Grey Matter immediately got to work on constructing a metal cube, which would be the main body of the device he was building. It was made from the metal panels he had gathered. Once it was finished, he threw in a variety of mechanical parts, tubes, hoses, wires, and lastly the lacrima crystal within the cube. Y/N jumped in next and began arranging and connecting the various parts.

An hour passed and the rest of the Fairy Tail gathered at the still incomplete Guild Hall. Some were helping in the construction while others were taking breaks by relaxing at the bar; more specifically Cana, who was chugging down a barrel of beer. Later, the rest of the Ultimate Team arrived on the site and approached the bar area.

Natsu: (burped out a torrent of fire) Man, that was a good breakfast. (gain a satisfied smile on his face)

Happy: (flying near him) Aye sir!

Rebecca: I wonder why Y/N couldn't join us though.

Lucy: When I woke up in bed, he was not in it. Nor was he in the apartment.

Ur: (grin) Ohhhh? The two of you are sharing a bed?

Lucy: (blush) I-It's not what you think! 

Ur: (grin) Oh really? Was it after you realized that he was in it, that you put on your clothes or more specially your underwear?

Lucy: (blush more) I...

Ur: (grin) Ohhhh, it was after then?

Lucy: (blush) Please stop!

Robo-Happy: Where do you think Y/N went?

Shiki: I don't know.

Ur: Gray, put your clothes back on.

The ice wizard blinked before he looked at himself. True enough, he had stripped down to his boxers.

Gray: (panic) Oh crap!

Natsu laughed hard at his rival.

Natsu: Ha! What a loser!

Gray glared back and got in the Dragon Slayer's face.

Gray: WHAT'D YOU SAY, PYRO!?

Natsu: I SAID YOU'RE A LOSER, YOU ICY PRICK! YOU GONNA DO SOMETHING ABOUT IT?!

Suddenly, before a brawl of fire and ice could break out, Erza and Elsie appeared by them and slammed their heads together hard. They promptly collapsed to the ground next to each other while the red bumps on their foreheads throbbed in pain.

Erza: No! You've already caused enough damage to the Guild Hall. There will be NO fighting! Am I clear?

Natsu and Gray both groaned before they look at them.

Natsu and Gray: Yes ma'am.

Elsie: (gave a side look at Erza) I don't why you bother, Ezzie. It's clear to anyone that these two don't have a brain. 

Mirajane walked by the team, carrying two items. The first item was a wooden box filled with bananas, strawberries, kiwi, pineapple, and various types of tropical fruits. The second was a large tub of plain yogurt.

Mirajane: Good morning, you guys.

Lucy: Hey Mira, good morning to you too.

Erza: (curious) What's with the box of fruits and the yogurt?

Mirajane: Oh, I got these for Y/N. He needs them for a little project he's working on right now.

Pino: (tilt her head cutely) What kind of project?

Mirajane: I'm not sure, he just said he was fixing what he thought of as, and I quote, 'the biggest problem in this world'.

Lucy: The biggest problem....

Rebecca: ....in this world?

Robo-Happy: I wonder what he meant?

Happy: Maybe he's trying to increase the fish population?

Robo-Happy: Why is it always fish with you?

Shiki: Do you know where he is?

Mirajane: Yes. He's over here behind the bar. C'mon I'll show you.

The beautiful white haired maiden led the team to the bar area. On the countertop behind the bar was a cube covered by a green tarp. From inside the tarp covered box, they could hear a hammer banging, parts being screwed together, and a voice muttering technical gibberish that no one could understand. Mirajane set the box of fruits and yogurt tub down close to the tarp covered box, and then tapped on it. 

Coming out of it was a grey-skinned, frog-like, bipedal alien that was only six inches tall with large yellowish-green eyes, which have rectangular pupils and horizontal eyelids. He wore a white jumpsuit with a thin vertical black stripe down the front, and his forehead had a larger version of the jumpsuit's stripe, and the Omnitrix symbol was on his back.

Grey Matter spotted the ingredients Mira had procured for him and smiled.

Grey Matter: Thanks for getting the ingredients, Mira.

Ur: Y/N?

Rebecca: It's Grey Matter.

Mirajane: My pleasure, Y/N.

Lucy: Y/N, what are you doing? When I woke up, you weren't in bed or the apartment?

Grey Matter: Oh.

Grey Matter scratched his neck sheepishly.

Grey Matter: Sorry about that. I just couldn't wait to get started on this project. I've gathered enough materials from the Guild Hall's cellar and purchased the rest with what I had left from my cut of the reward for bringing in the Rabid Weasels.

Elsie: Project?

Gray: What kind?

Happy: Is it to increase the fish population?

Grey Matter: (smirk) You'll find out soon enough. I just need to finish the refrigeration system and inaugurate the power source.

???: Mhmm...yum...yum

Grey Matter looked over to his right to see Natsu helping himself to the fruits Mira had gotten him.

Natsu: (muffled through the food in his mouth) Yeah, I have no idea what you just said.

Grey Matter's left eye twitched in irritation.

Grey Matter: Hey! Cut it out, Natsu! I need those!

Natsu: Can't help it. (taking a bite out of a banana) I'm hungry.

Lucy: HUNGRY?! You just ate four plates of food this morning!

Grey Matter: (threatening tone) Natsu, I'm warning you.

Natsu: (snorted) Yeah right. Like I'm supposed to be scared of that tiny form.

The Dragon Slayer continued chowing down on the delectable fruits.

Rebecca: Well he was warned.

Robo-Happy: Aye sir.

Grey Matter narrowed his eyes at the pink haired wizard.

Grey Matter: Oh yeah?

The five-inch-tall alien jumped onto Natsu's shoulder, bent down, and pinched a specific nerve. Suddenly, Natsu's eyes popped open as he fell backwards in a limp heap. Everyone looked on in shock and surprise.

Shiki: WHOA!!!!

Happy: Y/N just beat Natsu by grabbing his shoulder!

Grey Matter jumped back onto the countertop and wiped his hands together.

Grey Matter: Hephestan Neuro Grip, it's useful for subduing all matter of prey.

Some of the other Fairy Tail wizards had also witnessed the scene. Wakaba and Macao, who were sitting at a table enjoying their beer, stared in awe and disbelief.

Wakaba: (shocked) Whoa, did you see that?

Macao: (shocked) He just took down Natsu by touching his shoulder.

Erza looked on with wide eyes. She too along with the other mages who witnessed the spectacle was dumbfounded. Another part of her was impressed that Ben had defeated Natsu with such a small form.

On the floor, Natsu gritted his teeth as he tried to move his body; however, to his confusion, his muscles wouldn't respond.

Natsu: What...did you do? I can't move!

Grey Matter: I grabbed a certain nerve that would cause instant body paralysis. Don't worry it's temporary. It'll wear off in like ten minutes. ( turns his back and smirks) Maybe next time when I warn you not to do something, you'll listen.

Natsu turned his head to the side and muttered incoherently, an angry expression on his face.

Cana: Well, cutie over there has one heck of a grip.

Gray: No kidding. (looked at his hand) I wonder.

He reached out for Cana's shoulder, but the brunette beauty swiftly elbowed him in the gut, causing him to double over in pain.

Cana: Don't even think about it. (resumed her drinking)

Gray: Got it.

Ur then walked over to Gray and did exactly what Grey Matter did and soon he joined Natsu on the ground.

Ur: Boy, I wish I knew that trick when I was teaching you and Lyon!

Elfman: I still can't believe something so tiny beat Natsu.

Grey Matter glanced back at the white haired giant.

Grey Matter: One's strength is not measured by their size, but by the size of their strength.

Erza smiled in agreement and admiration. Those were wise words indeed. Elfman seemed to agree with Y/N's logic.

Elfman: HA! Now that's manly!

He slapped the Omnitrix teen on the back. Grey Matter cried out as the slap sent him flying across the counter. The little alien then smashed dead center into Erza's breastplate. He stuck on her chest-plate for a few moments before he let out a groan and fell to the floor.

Erza kneeled down and picked up the small alien, who had swirls in his eyes, and cradled him in her armored hands. She then glared at Elfman, who sheepishly rubbed the back of his head.

Elfman: Uh...whoops.

A minute later, Grey Matter recovered and resumed his work on his project behind the tarp. The Ultimate Team, minus Natsu and Gray - who was still on the floor - sat on the barstools, waiting patiently for their friend. They were curious as to what Y/N was making. After all, Y/N did say it was something that would solve the biggest problem in their world.

As Grey Matter worked on his project, they heard him laugh maniacally behind the tarp. This, in turn, caused Lucy and Rebecca to jump back in fear, earning a few laughs from the Fairy Tail wizards present. Happy let curiosity get the better of him as he tried to sneak a peek under the tarp, only to get whacked in the head by Grey Matter's small wrench.

Ten minutes passed and during that time, Grey Matter had finished his work on the actual project and was carrying fruits and yogurt under the tarp. The others only looked on in bewilderment, unsure of what Y/N was doing. The sounds of a motor caught them off guard and only piqued their curiosity further.

Finally, when the motor stopped, Grey Matter finally stepped out from behind the tarp.

Grey Matter: Okay, it's done.

Robo-Happy: What is?

Soon Y/N's team – minus Natsu and Gray who were still on the floor limp – Mira, and Elfman approached the bar. Cana, who was drinking a mug of beer, turned her gaze to the group. Grey Matter hopped to the floor and tapped the Omnitrix dial on his back. In a flash of green, he reverted back to his human form.

Shiki: So what's this project you've been working on?

Y/N smirked as he grabbed the green cover.

Y/N: Ladies and gentlemen, may I present...

Happy flew and clutched onto Ben's shirt.

Happy: PLEASE JUST SHOW US ALREADY! The suspense is killing me!

Everyone's sweat dropped in response.

Lucy: A little much, don't yah think?

Robo-Happy: (sweat drop) Aye sir....

Y/N pulled the blue cat off of him and sat him on the counter.

Y/N: May I present, (pulled off the tarp, revealing his creation) The Magic Smoothie-Maker!

Sitting on the countertop was a white cube-shaped contraption with green highlights. Decorated on the sides was the words "Magic Smoothies" painted in bubbly, pink letters and emblazoned alongside it was the Fairy Tail symbol painted in orange. On top was a clear see-through tank filled with a pinkish-red substance that appeared to be slushy. Poking out from the front of a tank was a nozzle that seemed to be a drink dispenser.

Rebecca: Wow! It's a smoothie maker!

Robo-Happy: This is what you were building?

Y/N: Yup.

Ur: "Smoothie"? Those things from your universe you talk about?

Y/N: That's right?

Braedey: But the name "Magic-Smoothie Maker" is a bit...?

Y/N: Yeah, I know. It's a dumb name, but gimme a break. I couldn't come up with anything better.

Erza: (raise a brow) I'm confused. How does this fix the biggest problem in our world?

Y/N: Well duh! The biggest problem in this world is that there are no smoothies!

Everyone groaned and sweat dropped.

Rebecca: Well....... He has a point..... Even if it's an odd one.

Elfman: You spent all this time worrying about some frozen drink?! That's not manly at all! 

Rebecca: Oh boy, he started it.

Y/N gasped, clearly offended.

Y/N: Some frozen drink? Smoothies are not just some frozen drink! They're a way of life.

The Omnitrix bearer's response only elicited more exasperated groans from the Fairy Tail wizards. Y/N could see their downcast expressions. Clearly they were expecting something greater. Y/N thought for a moment and then hatched up an idea that was sure to rejuvenate the unruly group of mages.

Y/N: Okay, so you don't believe me. So why don't you all try one? Then you'll see where I'm coming from.

Rebecca: He has another good point. Besides, the show did make smoothie sounds good.

They all looked at each other and shrugged. It wouldn't hurt to try. Y/N smiled and picked up a glass on the counter. He held it under the nozzle and pulled down on the lever. A stream of semi-frozen reddish-pink substance poured from the dispenser and into the glass. Once it was full, he added the final touch and put in a straw. Y/N turned to the group and searched for someone to try Fiore's first ever smoothie.

Y/N: Here you go, Erza. (offered the glass to her)

Erza: (blinked twice) Me? I don't know, Y/N. Perhaps...

Y/N: C'mon, you'll be the first person in Fiore to taste the very first smoothie; besides, its strawberry flavor.

He smiled slyly, knowing that the mighty Titania had a weakness for strawberries. The instant Erza heard 'strawberry', all vigilance immediately left her as she took the glass and sucked on the straw. When the icy, reddish-pink touched her tongue, she stopped drinking. Everyone leaned in, curious to what her reaction would be. Suddenly, Erza let out an uncharacteristic girlish-like squeal as hearts filled her eyes.

Erza: (gleefully) IT'S SO GOOD!

This earned shocked expressions from everyone except Y/N, who only smirked.

Gray: Whoa, I've never seen Erza so...so...

Elsie: Cheery? Why (turned to him with an angry look) got a problem with my beloved twin sister acting like that?

Gray: (scared) No not at all!

Elsie: (angry look) That's what I thought.

Erza sucked down on the smoothie very fast, lost in the unbelievably wonderful taste of the beverage. Y/N's smirk fell into an expression of concern.

Y/N: Uh, Erza, slow down now. (holding his hands out) If you drink it too fast you'll get a—

Suddenly, Erza stopped sucking on the straw as her eyes opened wide. Without warning, the armor-shifting wizard fell to her knees, clutching her head in agony.

Erza: CURSES! My head! It feels like it's going to explode!

Y/N smiled and couldn't hold back an amused laugh. 

Y/N: Yeah, that's what you call a brain freeze.

Elsie: Brain Freeze?! (takes Y/N by his shoulder) You mean her brain is frozen?! (shake him) Tell me how to undo it!

Y/N: Clam down, Elsie! I don't mean it literally! It's just a headache caused by drinking a cold drink too fast. It'll wear off in like a minute or so. Just drink it slowly and you won't get one.

Elsie: (blink her eyes) Ohhh. (lets go of him) Sorry.

Y/N: It's okay.

Later, everyone - including Cana - had decided to try Y/N's creation dubbed, Magic Smoothies. All the wizards who tried it seemed to greatly enjoy it. Though they couldn't get intoxicated from it, they couldn't deny how good it tasted. Mirajane had asked Y/N how to use the Magic Smoothie-Maker. The machine was actually very easy to use and only took Mira five minutes before she understood its workings, and how to create a plethora of flavors.

Everyone who wasn't working on the construction efforts was chilling at the bar and tables, talking to one another and enjoying their smoothies. They had to admit, they now knew why Y/N loved them so much.

Y/N, Shiki, Rebecca, Lucy, Happy, Elsie and Erza were at the bar drinking their smoothies, the latter was sucking down her third smoothie; though she did heed Y/N's advice and drank it slowly. They were just discussing going on a job until a certain Dragon Slayer and Ice Stripper finally regained motion.

Gray: (raise his body) Oh good. It's over!

Natsu jumped up and threw his arms in the air.

Natsu: ALRIGHT! I CAN MOVE AGAIN! (exhaling a torrent of flame)

Elsie: And here I thought we would get peace and quiet.

Ur: Hey I thought you said they'd be moving in like ten minutes. It's been like thirty since you and I did that neuro grip on them.

Y/N: Recovery must be slower on some people?

Elsie: It's probably due to them being idiots. (take a sip of her smoothie)

Natsu turned his hard gaze to a certain jacket-wearing teen and pointed an accusing finger at him.

Natsi: There's no way I'm letting you get away with that, Y/N! (ignited his fists with flames and took a fighting stance) It's time to fight! I'm calling you out!

Most of the wizards present only groaned and face-palmed. Was Natsu really calling Y/N out again? Even after Y/N beat him the first time?

Y/N: (sighed, frustrated) Seriously? Did you forget our agreement from when we fought before? If I won you'd never fight me again, and I did win.

Natsu: C'mon man! You owe me! Your stupid watch turned me into Cannonbolt and I had to save your sorry butt from those Weasel guys. That's two favors you owe me.

Rebecca, Elsie, Robo-Happy, Shiki Gray, Elfman, Lucy, Happy, Ur, and Erza all sweat dropped in annoyance.

Pino: But didn't Rebecca, Elsie, Robo-Happy, Shiki Gray, Elfman, Lucy, Happy, Witch, Ur, and Erza help too?

Natsu: (ignored Pino) And for my first favor, I demand a rematch on two conditions. One, you can't go Cannonbolt again. And two, you can't use that neuro grip thingy!

Erza placed her smoothie down on the bar counter and stood up, glaring at the pink haired wizard with glowing red eyes.

Erza: Natsu, What did I say about fighting at the Guild?

Elsie: It's like I said, Ezzie. He's too dumb to remember.

Y/N: Hold on Erza, I hate to admit it, but Natsu's right.

Everyone except Natsu: HUH?!?!

Everyone was shocked at what Y/N had just said. The Fairy Tail wizards all began murmuring with each other.

Droy: I don't believe it. Did Y/N really just say that Natsu was right?

Jet: Believe it or not, he did.

Levy: That's a first.

Elsie: What?

Erza: What do you mean he's right?

Y/N: Natsu did help save me from the Rabid Weasels while I was powerless and defenseless. I think it's only fair that I oblige him.

Rebecca: Well I guess he's right? (look at Y/N) You sure? He has seen most of the aliens you have and besides (look around the guild site) I don't think the guild can take anymore.

Y/N: Don't worry. This'll be quick and I promise not to wreck anything. Trust me.

Rebecca: Alright. But please be careful.

Y/N: (nodded before turning to Natsu) Okay, Natsu. I accept your challenge...again.

Natsu: ALL RIGHT, I'm all fired up! (the flames coursing around him intensifying)

Lucy: (fearfully) Are they seriously gonna fight again?

Ur: Oh come on. I thought after getting saved by Y/N and shagging him would make you a bit more supportive of him?

Y/N pulled up his sleeve and activated the Omnitrix. Any wizard close by quickly stepped away from the imminent fight about to take place. Erza stood by with her arms folded over her breastplate, eyeing the two keenly; more specifically, Y/N.

As Y/N scrolled through his playlist, he grinned cockily.

Y/N: You remember how I had to transform a few times to beat you before, Natsu? Well, not this time. I've got the perfect form to take you down quickly.

Natsu: We'll see about that! (charging at Y/N with his fists shrouded in flames)

When he found the alien he wanted, Y/N slapped down the Omnitrix dial. In a flash of emerald, standing in Y/N's place was Gravattack.

Shiki: It's Gravattack.

Natsu: Fire Dragon Iron Fist!

However, just meters before Natsu's flaming fist could make contact, Y/N held out his hand. Suddenly, all the momentum Natsu gained was lost as he stopped in midair. Everyone realized what Y/N had in store for Natsu.

Natsu: (shocked and confused) Hey! What's going on?

Gravattack: Really Natsu? You forgot about Gravattack and his powers? How about I take you for a spin to remind you?

Gravattack levitated in the air and rolled his body into his rocky planet shape. Gravattack used his gravikinesis to pull Natsu into an elliptical orbit around his body. The Omnitrix teen increased his pull on Natsu and before long the Dragon Slayer was being spun around him at insane speeds until he was nothing but a blur.

Ur: (smirk) Looks like Natsu is riding the comet-go-round.

Elsie: It's like Ziggy's Ether Gear.

After a moment, Gravattack unrolled back to his bipedal form and let his feet touch the ground again. He stopped spinning Natsu around him and held him in place a few meters in front of him. Natsu's face had turned a sickly green and his eyes were spinning. He looked ready to hurl at any moment.

Gravattack: I think you've had enough.

Natsu only groaned in response. Y/N was about to let go until he spotted something. Floating above Natsu were two bricks. It appeared that they had gotten captured in his orbit along with Natsu. Y/N smirked as a mischievous idea came to mind.

Gravattack dropped Natsu to the ground in a dizzy heap. Natsu tried to get up, but when the two bricks fell onto his head, he collapsed back to the ground. A couple red bumps sprouted from his head as he laid there, groaning. Natsu had been knocked out.

Everyone present who had witnessed the one-sided fight burst out into laughter. After all, seeing Natsu get beaten so quickly was an uncommon sight. The only mages in the Guild who had been known for defeating Natsu that fast were Erza and Gildarts, the latter was someone Y/N still didn't know about; however, Laxus and Mystogan were also candidates who could defeat the Dragon Slayer easily.

Ur: Hey, Natsu. Did you enjoy the ride?

Natsu: Ugh...

Ur: I thought you were made out of tougher stuff than that.

Gravattack tapped the Omnitrix on his forehead and, in a flash of green, transformed back to Y/N. He stood tall with his arms folded over his chest and adorned a confident smirk.

Y/N: Guess I win.

Wakaba: Wow, he actually beat Natsu in less than a minute!

Macao: Why didn't he just use that form the first time?

Erza took her smoothie and sucked down the remaining contents, making sure to drink slowly. Once the glass was emptied of its divine substance, she sat it back down on the counter and approached Ben.

Erza: Impressive, using your opponent's weakness to your advantage.

Y/N: (shrugged) No big deal. I did it the last time too. Only I used Cannonbolt instead.

Erza allowed a smile to cross her lips.

Erza: (thoughts) I like it when a man is modest. However, I believe he is more powerful than he is letting on.

Elsie saw the look in her sister's eye and gave a small grin.

Elsie: Well... looks like Ezzie's interest has peaked.

Shiki: What do you mean by that?

Elsie: Oh you know soon enough.

Erza: Then perhaps you'd like a greater challenge than Natsu.

Y/N blinked and lifted an eyebrow in confusion.

Y/N: Huh? What do you mean?

Erza smirked. Watching Y/N defeat Natsu effortlessly was entertaining; however, it left the redhead wondering how powerful Y/N really was. She knew there was only one way to find out how to truly measure Y/N's strength.

Suddenly, Erza summoned a silver magical sword into existence, and with quick reflexes, she pointed the tip of her blade at Y/N's throat. The brunette's eyes had widened in surprise as he held up his hands in a placating gesture.

Y/N: (chuckled nervously) Are you really doing this again?

He was of course referring to the time when Erza had her sword pointed at his neck on Galuna Island.

Elsie: Really Ezzie? You point a sword at his neck twice? You won't get a boyfriend at that rate.

Erza: Shut up!

The Fairy Queen's expression turned serious as she honed her brown eyes on him.

Erza: Y/N Tennyson, I challenge you to a one-on-one battle.

All the present people gasped in shock and began talking to each other.

Wakaba: Whoa, Erza never challenges anyone; it's usually the other way around.

Macao: More specifically Natsu.

Lucy: I can't believe it! Did Erza really just challenge Y/N?

Happy: Aye, Erza doesn't kid around when it comes to a fight.

Gray: (pale a little) Two of the most powerful people in Fairy Tail duking it out? This might get messy.

Rebecca: If she's Elsie's sister then gotta be near the same level as her.

Y/N: You want to fight me? Why? Are you still mad about the brain freeze? Look, I tried to warn you but—

Erza: No, It's nothing personal at all. I just want to gauge how powerful you really are, and there's only one way to test that.

Elfman: C'mon Y/N! If you're a real man then you'll accept the challenge!

Soon, more Fairy Tail wizards began to gather from the construction site and cheered for Y/N to accept the challenge. Y/N looked between all the mages before returning his gaze back to Erza, who still had her blade pointed at his throat.

Erza: How about it, Tennyson? Will you accept? Or......

Elsie: (appear behind Erza with a sly face) ....Are you scared to face my sister?

Y/N's trademark confident grin spread on his face. Though he knew the two of them were teasing him, there was no way Y/N was going to let them get away with that. If this wizard in armor wanted to fight him, then he would oblige her. Besides, with everyone behind him rooting for him to accept, how could he disappoint them?

Y/N: Alright Erza, you're on! I accept.

Erza pulled her sword away from Ben's throat, a smile gracing her lips.

Erza: Excellent. We'll fight first thing in the morning.

Immediately, everyone broke out into applause. They had all been hard at work for the past couple weeks repairing the Guild Hall. Now, they had something entertaining to break the monotony. Everyone was excited; first thing tomorrow morning, they would witness the fight between the Queen of the Fairies and the Bearer of the Omnitrix.

Y/N: (thought) Although, was the sword really necessary?

A moment later, Natsu finally overcame his vertigo and returned to his feet. He grinned hungrily; though he was still nauseous at the time, he had overheard Y/N accepting Erza's challenge. Needless to say, like the others, the Dragon Slayer was eager to see the fight too.

Gray: Hey Natsu!

Natsu's smile turned into a frown from hearing Gray's voice. He turned to face his rival sitting at the bar area. The ice mage held up a large mug of strawberry smoothie, and then motioned to another sitting on the counter right by him.

Gray: (cocky smile) I bet I could finish my smoothie before you finish yours.

Natsu growled and clenched his fists in anger. No way could he turn down a challenge from the ice prick. The pink haired wizard rushed over and grabbed the other smoothie mug.

Natsu: You're on!

They both lifted their mugs to their lips and chugged the smoothie contents down; however, Gray was the fastest to drink his. He sat the mug down, a triumphant grin on his face. Thanks to his ice powers, he was immune to getting cold. That also meant he was impervious to getting a brain freeze.

Unfortunately for Natsu, when he got to the halfway point, his eyes widened as sudden, agonizing pain struck his head. He fell to the floor, twitching from the severe brain freeze.

Gray: (smirked) Idiot.

Lucy, who was sitting close by, looked at him.

Lucy: A little harsh, don't yah think?

The black haired wizard shrugged nonchalantly.

Gray: What? I didn't know he had a brain to freeze.

(time-skip)

The next day, around seven-o-clock, all of Fairy Tail as well Shiki, Rebecca, Robo-Happy, and Pino were gathered in the courtyard. Everyone was geared up and greatly excited for the fight about to take place. Many had beer or smoothie mugs in their hands, some prattled about random things, and others were placing bets to predict the winner. Cana, of course, was taking everyone's bets.

But there were two important people missing from this scene: Y/N and Erza. The two powerhouses were found when they stepped out from the bar area, both carrying a smoothie. Y/N couldn't help but smirk. Though everyone had liked his creation, Erza seemed to love them more than anyone else. The teen hero was just happy that there was finally someone who could understand his love for smoothies.

However, before the fight could begin, a man ran into the courtyard. He was small in stature, roughly five foot four and very rotund. His hair was black and shaggy, his face was round, and his eyes were dark green. He wore blue trousers, a white button up shirt with a blue vest to go over it. Everyone looked at the man in bewilderment.

The man ran up to Y/N and Erza, who were standing in the middle of the crowd. He was breathing heavily, his face covered in sweat. His hands were on his knees as he struggled to catch his breath. It was obvious this man, whoever he was, was definitely out of shape.

Y/N: Umm... hi. Who are you? 

Travis: (panting) I...am...Travis...the mayor's...assistant. I have come...to deliver...a message. The mayor heard of this fight...and...has forbidden you two from...fighting...in Magnolia.

Everyone besides Y/N and Erza: HUH?

Elsie: Can't fight?! What do you mean they can't fight?

Travis: (panting) The mayor...knows how powerful Ms. Titania here is, and...he's heard that this one...here, (pointed at Y/N) can change into a humongous titan. The damage these two...could cause is unthinkable.

Erza: Do not worry, sir, I wasn't intending on having the fight here. We will fight at my training ground. It's a large open area in the East Forest and a couple miles away from Magnolia. The town will be safe.

Travis the messenger blinked a couple times. He let out a long groan before he collapsed to the ground, realizing he had run all that way for nothing.

Elsie: Really, Ezzie? You made the poor guy run all this way for nothing?

(time-skip)

An hour later, the Guild had relocated to Erza's training ground as she instructed. Most of them were annoyed that they had to pick up and walk a couple miles outside town; mainly because beer kegs were very heavy. However, the rational wizards such as Makarov, Rebecca, Elsie, Lucy, Gray, and Mirajane understood why the fight would need to be held somewhere secluded. Others, like Natsu, were a different story.

Erza's training ground was a large open area of grass and dirt in the middle of the lush East Forest. The long grasses had been cut short, no doubt from Erza and her continuous training. The wizards of Fairy Tail were gathered around the southern rim of the area, giving Y/N and Erza plenty of room.

Natsu: Ugh! (ignited flames around his body in anticipation) C'mon, let's get this fight started already!

From across the crowd, Cana was sitting on a wooden crate. A barrel of beer was by her side while she gathered bets from other members in the Guild. Nearly everyone was betting on Erza to win. Natsu and Gray were among that group; though they knew Y/N was powerful, the duo still had doubts he could beat Erza. After all, this was the girl that had tormented them and haunted their nightmares ever since they were kids.

Master Makarov, Cana, Ur, and Happy were part of the small group that betted on Y/N. But the most surprising one was...

Elsie: (holding up a small bag) I'm placing this all on Y/N!

Lucy: (shocked) HUH?!?! YOU'RE BETTING AGAINST YOUR SISTER?!?!?!

Shiki: Shouldn't you be betting on Erza instead?

Elsie: What? I maybe her sister, but that doesn't mean I have to support her all the time.

Erza: (annoyed) What a lovely sister I have.

Macao and Wakaba walked up to the brunette drinker and placed their bets. Macao wagered three hundred jewels for Y/N to win in less than five moves while Wakaba betted two hundred jewels that Erza would win by only having to re-quip twice.

Macao: Man, it's no wonder I got rich off you, Wakaba. Erza can't win. All Y/N has to do is change into that titan form and step on her.

As Mirajane walked by, she overheard Macao's statement, and looked at him.

Mirajane: Y/N won't change into Way Big, Macao.

It was true. Right before the Guild left for Erza's training area, Y/N made it specifically clear that he would not transform into Way Big.

Macao seemed to have forgotten. His confident demeanor seemed to deflate from that realization. Wakaba grinned at him, taking another puff from his pipe.

Wakaba: Which means Erza's gonna wipe the floor with him.

Macao glared back at the smoking wizard, and countered back at him.

Macao: Don't count on it, pal! Remember he still has like seventy other Take-Overs.

Meanwhile, Natsu, Gray, Shiki, Rebecca and Lucy were standing together. The former three waited in anticipation for the fight. Lucy, however, wasn't as thrilled.

Lucy: I don't know if this is such a good idea.

Gray cocked a brow as he looked at her, confused.

Gray: What do you mean?

Rebecca: She got a point, what if this breaks up your team?

Elsie: (walks over with Ur) Relax, I know Ezzie like the back of my hands. She won't get angry with Y/N when he beats her. Ezzie was the one to never hold grudges.

Ur: And you do?

Elsie: Oh extremely. I once kicked a man in the nuts for insulting my hair color.

Happy: So Lucy, who'd you bet on?

Lucy: I didn't bet on anyone! I don't want either of them to lose!

Natsu: Geez, you're no fun. Wouldn't hurt to lighten up and live a little.

Happy looked up at Lucy's shoulder and had a thought. He sprouted his wings and flew behind her. The blue cat looked at his paw and then at the blonde mage's shoulder. Out of curiosity, Happy began smacking his paw into Lucy's shoulder.

Lucy turned to him; at first, confused by Happy's actions. However, she soon realized what he was trying to do.

Lucy: Are you trying to use that neuro grip on me?!

Rebecca: Not cool there.

In the middle of the field, at least fifty yards away from the assembled Fairy Tail wizards, Y/N and Erza were facing each other, separated by about ten yards. Both opponents wore a smile of confidence and stood calm and collected.

Y/N: You ready for this, Erza? Don't think just because you're a girl I'm gonna go easy on you; not when you're the strongest woman in Fairy Tail.

In the middle of the field, at least fifty yards away from the assembled Fairy Tail wizards, Ben and Erza were facing each other, separated by about ten yards. Both opponents wore a smile of confidence and stood calm and collected.

Erza: (smirk) I would expect nothing less from you. And I must warn you Ben, I won't be going easy on you either.

Y/N: (grin) Perfect.

Cana: All bets are in!

Once Master Makarov heard Cana's announcement, he took a few steps in front of the crowd and raised his hand.

Makarov: Begin!

Y/N swiftly activated the Omnitrix and already found the icon he wanted.

Y/N: How about I start this off with an old favorite?

When the core popped out he slapped it back down. His body was shrouded in brilliant emerald light. As it died away, standing in Y/N's place was Heatblast.

Heatblast: Heatblast!

Rebecca: (starly eyes) It's Heatblast!!! The first alien that ever appeared!

Robo-Happy: (starly eyes) SO COOL!!!!

In the crowd, Natsu grinned brightly. He remembered Heatblast from Galuna Island and immediately thought he was awesome.

Erza: A warrior made of rocks and fire, quite interesting. (smile) But I have the perfect armor for this situation.

Suddenly, her body was covered in golden-white light as her Heart Kreuz outfit disappeared. When the light faded, she was clad in her Flame Empress Armor.

Macao: Flame Empress Armor, good choice for fighting someone who's made of fire.

Happy: That means that Ben's fire attacks will only be half as powerful.

Heatblast overheard Happy's statement, and smirked.

Heatblast: Only half as powerful, huh? No biggie. That means I can turn the heat up as much as I want!

Lucy: (tapped her chin in thought) You know, that line sounds familiar.

Rebecca: (look at Lucy) Really?

Heatblast: All right, I'll start this off! Take this!

He summoned fireballs in his hands and threw them straight at Erza. The Fairy Queen stood stationary, not attempting to dodge the attacks. She held out her crimson sword and deflected the fireballs with ease. She then collected fire along her sword, reared back her sword, and unleashed a powerful fire wave at her opponent.

The Omnitrix bearer held out his hands and concentrated. To everyone's surprise, Heatblast absorbed the attack into his hands, making his body burn brighter.

Lucy: (stunned) He can absorb fire like Natsu!

Gray: That was unexpected.

Seeing that distance-attacks were to no avail, Erza crouched low and leapt at Heatblast to engage him in close-quarters. Her Flame Empress outfit allowed her the ability to fly for short distances.

Y/N discharged a torrent of fire from the soles of his feet, causing his body to blast forward like a rocket. Heatblast intensified the flames in his fists whilst Erza gathered fire on her sword. When the two collided, a shockwave was created while an inferno erupted and engulfed them both.

The Fairy Tail wizards were transfixed on the scene, watching anxiously. When the smoke finally cleared, Heatblast and Erza could be seen standing in a shallow crater a few yards apart. Gray haze of smoke was billowing from the rim and cracks in the earth.

The wizards could see that Erza had a few minor dark marks on her torso and dragon-like gauntlets, other than that she was relatively unharmed. Heatblast had a small, minor gash on his chest from Erza's sword; however, to their surprise, they could see that the gash was steadily healing itself.

Lucy: Wow! After an explosion like that they're unharmed?

Rebecca: Amazing!

Heatblast lit up his hands with fire and shot the flames around his feet. To everyone's surprise, a chunk of flaming rock hovered off the ground with Heatblast standing on top.

Gray: (shocked) He can make flaming rock platforms to fly on?

Natsu: (grin) That's so cool!

Happy: Aye.

The Pyronite looked down at Titania Erza; needless to say, she was impressed by this telekinetic ability Heatblast seemed to possess.

Heatblast: Aerial superiority. You're going down, now! (threw a barrage of fireballs at Erza)

With a few swipes of her sword, she easily parried his attacks once more. Erza leapt in the air and gathered flames on her blade. When she reared her weapon to its zenith, she let out a fearsome cry as she discharged a wave of fire at Heatblast again.

Y/N swiftly outmaneuvered the fire wave and surfed in a circle around Erza. Giving it one last shot, Heatblast brought his hands together and discharged a humongous blazing blast at his opponent. The earth erupted once more into a conflagration. A small cloud of dust and smoke arose from the spot.

Heatblast stared at the billowing aftermath, watching for any signs of movement. Without warning, a red blur leapt out from the smoke and struck Heatblast's platform, promptly destroying it. As Y/N fell back to the ground, he grunted when a pair of armored boots kicked him in his torso. He looked up to see Erza above him.

The Pyronite collided with the ground hard, throwing up another dust cloud. The Fairy Tail wizards all focused on the smoky spot. For a moment, nothing happened. Suddenly, the billowing cloud was blasted away when a giant pillar of flame shot from the cloud.

The flaming torrent sent Erza sliding across the ground for a few meters until she came to a stop. She held up her sword, ready to attack. Heatblast jumped from the crater he and Erza made, and to hers and everyone else's shock, he was unscathed.

Erza: I don't understand. How could you possibly not have the slightest injury after that attack?

Heatblast: (smirk) I'm a pyrokinetic being now. You'll have more success trying to drown a fish in water than you will defeating Heatblast with fire.

Happy: Aye sir, I love fish!

Erza narrowed her eyes at the magma-man.

Erza: I see.

Heatblast stomped his foot on the ground. Shockingly, four boulders blasted from the ground and levitated in the air. He increased the temperature of the rocks drastically until they became flaming hot, molten rocks.

Heatblast flashed a cocky grin.

Heatblast: Also, I have a bit of geokinesis as well.

The wizards of Fairy Tail were shocked and stunned by this amazing ability. It appeared that Heatblast was as good at manipulating fire as Natsu was, much to the Dragon Slayer's annoyance.

Heatblast: Try deflecting these! (threw the molten boulders at her)

Erza crouched low and jumped forward. She cocked back her flaming sword and destroyed the first magma boulder. Using the second magma rock as a springboard, she propelled herself forward. Erza cried out as she unleashed a powerful wave of fire at the last two magma rocks. Fire and burning rocks were scattered across the area as a result from the rocks' destruction.

Y/N's eyes widened. He had no idea that her armor and sword was that strong. Heatblast was so lost in his musings he was almost struck by Erza's sword; however, at the last moment, he back-flipped to avoid Erza's vertical swipe. Her blade cut deep into the ground as fire erupted from beneath her.

When Heatblast's feet hit the ground again, he took a stance and focused on Erza. Both opponents stood still, ready to engage at a second's notice.

Heatblast: Well, if fire doesn't work on your armor.

Heatblast slapped the dial as he was replaced with Overflow.

Overflow: Then how about I'd cool you down with water?

He then unleashed a large stream of water from his palm at her which hit her sending her back before using her sword to stop her.

Erza: The form from Norma huh? Well I guess I need to change as well.

Erza with a golden flash replaced her Flame Empress Armor with her Sea King Armor.

Happy: Now she's in her Sea King Armor.

Pino: Does it work like her flame armor?

Gray: Yeah.

Meanwhile, watching this fight from behind a tree not too far from the fight was Juvia who blushed upon seeing Y/N changed into Overflow.

Juvia: (thoughts, blush) It's the same form Y/N used on me. The one that absorbed me and made him look like he was pregnant. 

Elsie felt something and looked in the direction Juvia was, but Juvia had quickly noticed her and moved behind the tree before she spotted her.

Elsie: Huh?

Rebecca: What is it?

Elsie: I thought I felt something, guess it was nothing.

Erza pointed her sword at Overflow who gestured for her to act, Erza then rushed at Overflow and then unleashed a wave of water at him who dodged. 

Erza then leap at him with her sword reeled back then sent another water wave at him, but Overflow adsorbed it, before unleashed a barrage of water bullets at her.

She began cutting them down as Overflow generates water-like blades before charging at Erza. Overflow tried to slash her, but Erza dodge it and then tried to slash at him, but Overflow blocked it with his water blade. 

Overflow tried to slash her again, but she quickly blocked it again with her sword, soon the two of them began to fight with their blades, with each slash being countered by one another.

Overflow: Looks like we're evenly matched in terms of our armor and alien forms we have.

Erza: Yes, it would appear so.

Erza then countered a slash from Overflow, before quickly unleashed a water slash at him, which sent him back a bit before Erza then unleashed a vortex of water at him which sent flying, but Overflow managed to unleashed from his palms a stream of water that he used to regain his balance.

Overflow: Let's see if you can handle this!

Overflow then held up his arms and from his forearms unleashed a swarm of scythe-like blades of water at Erza, who slashed through some of them, before being forced to roll out of the water. 

But that gave Overflow the time to unleash from his palms, two waves of water that rotate around each other and form a helix that blasts Erza into the air with tremendous force. These attacks caught Juvia's attention.

Juvia: (thoughts) Wait, those moves he just used...

Juvia gained a blush and placed her hands on her cheeks.

Juvia: (thoughts, blush) He was inspired by me with my water magic!

Erza managed to land on her feet before taking a stance then she unleashed a barrage of water slashes at Overflow who used a burst of water from his palms to jumped into the air before from his forearms a barrage of bubble-shaped water bullets at Erza who countered by slashing through all of them as she slashed the last one she noticed that Overflow used the attack to get near before unleashed a massive vortex of water at her.

Overflow: How you'd like that?

Erza: Impressive. Shall we change things?

Overflow: Do you have to ask?

Overflow slapped the Omnitrix and with a green flash stood Shocksquatch.

Shocksquatch: Shocksquatch? Okay, eh.

Erza eyed this transformation quickly. She, along with the others, had seen this form before at Phantom Lords guild. Erza prepare for his attack as Shocksquatch's fur stood up as his body lit up with electricity. After a moment, Shocksquatch got to a knee and held out his right arm, firing a powerful bolt of electricity at Erza.

The Fairy Queen was quick to jump high to avoid the attack, letting the bolt strike the ground where she had been previously standing. Everyone was impressed by Shocksquatch's electrokinetic abilities. It reminded them of a certain powerhouse of a wizard that happened to be the master's grandson.

When Erza's feet touched the ground again.

Erza: Re-quip!

Suddenly, her form was bathed in golden-white light again. After the flash faded, Erza had donned an armor that was gold and light bluish in color. The breastplate was lined with gold trimmings, and had thin plates extending upwards to surround her neck. Adorning her head was a yellow band with two yellow ribbons on it. Erza's hair was styled in a long braid. In her right hand was a long spear that had a very large blade and a decorated circle resembling a shield attached to the shaft.

Lucy: What kind of armor is that?

Happy: That's Erza's Lightning Empress Armor. It grants her the ability to counter and attack her enemies with lightning.

Gray: Which means she can counter Ben's lightning,

Braedey: Boy, Erza got an armor for each element doesn't she?

Shocksquatch: Ooh, nice getup. (popping his knuckles) What yah plan to do with that outfit, eh?

Erza: (smirk) I'm glad you asked.

She held her spear out in front of her, pointing it straight at Y/N. All of a sudden, bluish-white energy began to accumulate around the tip of the spear. A moment later, a Lightning Beam discharged from the spear's tip.

Shocksquatch dodged to the left just in time before the energy blast fried the spot where he had been standing. Erza jumped in the air and hovered in place. She aimed her spear and fired more volleys of Lightning Beams at her adversary. The bigfoot-like alien was on all fours, running in a zigzag pattern to dodge her attacks.

Y/N then went on the offense as he changed course and charged directly at Erza. Using his arm and leg muscles, Shocksquatch propelled himself toward her with his electric-charged fist reared back. With her trained reflexes, Erza ducked the attack and let Shocksquatch fly over her.

Still in the air, Shocksquatch turned his body to face her and, shockingly, released a powerful blast of lightning from his mouth!

Erza spread her legs to give herself a wide base and then shoved her spear into the ground in front of her. A red magic circle appeared but was then replaced by a dome-shaped shield of blue energy. Shocksquatch's attack was quickly absorbed by Erza's Lightning Shield.

When Y/N landed back on the ground, he was moderately surprised that Erza had blocked his attack. Shocksquatch clenched his fists and charged forward, running on all fours again. Erza held out her spear and fired a Lightning Beam; however, the Sasquatch-like being swiftly jumped over the blast.

Shocksquatch descended towards the redhead, his fist once again cocked back and surrounded by bursts of electricity. The Fairy Queen instinctively jumped back just as Ben punched the ground, causing a small tremor. Shocksquatch ran at her again and threw a right jab and then a left hook at Erza, both charged with electricity.

Erza dodged each blow and counterattacked by jumping up to send a forceful kick into Shocksquatch's chest. Thanks to her Lightning Empress Armor, she was protected from Shocksquatch's electric-charged body.

The lightning-powered alien slid back for a few meters, his feet scraping a trail in the dirt. He returned his gaze to Erza, who had leapt back in the air and hovered there. Another red magic circle appeared at the tip of the spear. Erza cried out as multiple bolts of blue electricity fired from the magic seal and struck Shocksquatch. As a result of her Lightning Cyclotron attack, the ground shook while a cloud of dust and rock was thrown up.

Wakaba: Well, I guess that does it then. (turned to Macao with a smug expression)"Now, why don't you go ahead and pay up.

Macao glared back at the smoking wizard.

Macao: No way! Wait until the dust settles and we'll see for ourselves what happened.

Erza came back to earth and looked into the dust cloud, searching for any sign of her opponent; however, the dust-choked air was obscuring her line of sight.

Erza: I can't see him yet, still...'that attack should've taken him down.

Without warning, an emerald light flashed out from the cloud. A blue and black-skinned moth-man abruptly flew out from the cloud and toward the redheaded mage.

Big Chill: Big Chill!

Erza was caught by surprise when Big Chill inhaled deeply before he exhaled an icy breath attack upon her. The Fairy Queen had no time to react before her body was encased within a chunk of ice. 

The crowd of wizards who were there when Y/N first fought Natsu quickly recognized Y/N's current form. It was the moth-man that seemed to have ice powers.

Gray: The moth guy with ice powers. I was wondering if he'd change into him.

Natsu: (scoff) I like Heatblast better. 

Natsu: (scoff) I like Heatblast better.

Gray: (glared back at the Dragon Slayer) Of course you would, dragon breath.

Natsu: (angry) WHAT'D YOU SAY?!

All of a sudden, the ice that Erza was entrapped in shattered outwards. Titania had re-quipped into her Black Wing Armor. 

She looked up in the air at Big Chill with her lethal looking sword held out in front of her.

Erza: Ice powers? Very impressive, but it's nothing that I can't handle.

Big Chill: (smirked through his clenched teeth) Is that so? Well then, I guess it's time I step up my game.

He slapped the Omnitrix dial on his chest again; this time, four spikes popped out as another green light enveloped Y/N's body. The only noticeable change to Big Chill was that his body color changed to an assortment of red, orange, and yellow to give him a fiery appearance.

Ultimate Big Chill: Ultimate Big Chill!

Lucy: Wait a moment! I know that trick. He did the same thing with Humungosaur. That Ultimate thing.

Happy: Yeah, the Evolutional thing.

Ur: What exactly does that mean anyway? (looks at Rebecca) Hey, Cat Girl. You're the expert here. Mine telling us what exactly the cutie just did?

Rebecca: Y/N's Omnitrix must have the same function as the Ultimatrix. A device that works similar to the Omnitrix, but it's capable of evolving aliens to reach their ultimate potential.

Elsie: How?

Rebecca: It works like this. Basically placing the DNA of the selected alien into a simulated scenario, and then subjecting them to the worst-case scenario over millions of theoretical years in order to "force" evolution in them. The resultant evolutionary adaptations to this simulated worst case scenario are then modified into the existing DNA of the selected alien, thus evolving it into the Ultimate form.

Happy and Natsu: Huh?

Robo-Happy: To make things easier for those who are clueless, it means Y/N's aliens gained ultimate power.

Y/N extended his arm and fired a stream of flames out from his hand. Erza was quick to take to the air to avoid the attack; however, what she didn't notice was once Ultimate Big Chill's fire hit the ground, it suddenly turned into ice!

While in the air, another golden light enveloped Erza's body. When the light died away, she was attiring her Flame Empress Armor.

Erza: Bad move, Y/N. (flew at him, her sword reared back) Did you forget that I can counter fire attacks?

Ultimate Big Chill: Oh, I didn't forget. I was actually setting you up...for this.

The hyper-evolved Necrofriggian inhaled deeply before exhaling a powerful torrent of fire at his opponent. Erza, who looked unworried, held out her sword and absorbed the flames into her blade. However, her apathy immediately vanished when the flames she absorbed transformed into ice.

Erza: What?! ICE?! 

That was all Erza managed to say before her body was completely trapped in a thick chunk of ice, and fell to the ground.

The eyes of every Fairy Tail member bulged open in shock and disbelief. Makarov's eyes had widened a bit in interest and surprise.

Wakaba: Whoa, his fire just turned into ice!

Macao: (shocked) How can that be possible?

Cana: Hey, by the way, you two owe me money. So pay up.

Wakaba and Macao: WHAT?!

Cana: (pointed at Wakaba) You said Erza would only have to re-quip twice to beat Y/N. She's re-quipped four times now. (shifted her attention to Macao) And you bet Ben would beat Erza in less than five moves. You both lose.

Macao and Wakaba's shoulders slumped as they moaned in defeat. The duo began digging into their pockets for money.

Lucy: Fire that freezes things? How does that work?

Natsu clenched his fists and stated indignantly.

Natsu: Fire is supposed to burn stuff!

Ur, herself, was breathless at the sight of Ultimate Big Chill.

Ur: (stunned) Amazing..... I never thought it was actually possible. I mean it was just an old theory.

Ultimate Big Chill smoothly landed back on the ground and folded his wings over his body, giving it the appearance of a fiery cloak.

Ultimate Big Chill: Actually, it's not really fire. It's plasma that sucks the heat out of...

All of a sudden, the Omnitrix bearer was interrupted by the sounds of shattering ice. He turned back to Erza to see that she had broken free from the ice chunk.

Ultimate Big Chill: Oh...right, the fight. All you need to know is that—

Ur:...... it is fire so cold it burns.

Ultimate Big Chill: Exactly.

Ur: If I wasn't more interested in you before, I am now.

Erza stared hard at Ben as she held up her flaming sword.

Erza: Fire that turns into ice. I must admit that's quite peculiar, but remarkable.

Ultimate Big Chill: There's plenty more where that came from.

He cocked back his head before unleashing another fiery breath attack at Erza.

She was quick to dodge to the side, and she crouched low and leapt forward at a breakneck speed. Erza cried out, prepared to slash her opponent; however, to her shock, she and her sword went straight through Ultimate Big Chill's body. When she landed behind him, ice began to form on her blade and armor.

Erza shivered madly for a moment before she ignited the flames on her weapon and armor to melt the ice. Y/N turned around to face her, a smug expression on his face.

Ultimate Big Chill: Intangibility, nothing you attack me with can touch me.

The Fairy Queen narrowed her eyes as she honed in on the hyper-evolved Necrofriggian. She didn't show it, but she was astonished by this new ability.

Ultimate Big Chill: You might wanna consider giving up, Erza. I can handle any armor you throw at me.

Erza thought over Y/N's words and realized he was right. There was no way she could combat Ben's current form; at least, not with her current armor. Suddenly, a devious, outside the box type of idea entered Erza's mind. She did possess one suit of armor that could take Y/N by surprise and shift the tide in her favor.

However, it was a suit that she had yet to try out and she was saving it for private purposes. But in this situation, against a formidable powerhouse of an opponent like Y/N, she decided to make an exception.

Erza felt her face flush a little, knowing what she had to do.

Erza: Is that so? Well.

Her body was shrouded in gold light again. When the flash died away, Erza was wearing a daring maid outfit composed of a long white apron that was tied behind her neck and back, worn over her bare chest, and revealed much of her breasts' sides. She had adorned a pair of long fishnet stockings that reached up to the middle of her thighs, a pair of dark panties that exposed much of her buttocks, and a maid's hat. Ribbons were tied around her arms, and sported heart-shaped elbow guards. In her right hand was a sword with the words "Come on Boy" emblazoned on the blade. This was Erza's Seduction Armor.

Erza: (husky tone) How about this?

Elsie: (stunned) Huh......

All of the men present were left dumbstruck and starred at Erza in a hypnotized manner with drool trailing from their mouths. The sounds of wolf whistling could be heard from every corner of the crowd.

But soon every male sensed a malicious aura near them and turned to see Elsie with her hair flowing and a dark look on her face.

Elsie: (dark tone) If you want to live to see the next few seconds of your pathetic life I suggest you stop looking and forget this ever happened. Okay?!

The females of Fairy Tail, however, were absolutely shocked. Their faces had paled and their jaws had dropped to the ground.

Lucy: W-w-hat is that?

Happy: I think that's her Seduction Armor.

Natsu and Gray were both wide eyed and were stammering incoherently. The sight of the woman they most feared wearing a very revealing outfit was causing them to spaz out of control. Finally, the Dragon Slayer and ice wizard closed their eyes and collapsed to the ground, twitching.

Ultimate Big Chill's eyes went wide from shock. If he were human, a shocked, dumbfounded expression would be plastered on his face while having his face fully red as Erza's hair. No matter how much Y/N's rational side told him to turn away, he just couldn't. His body was frozen like a statue and his eyes were locked on Erza's sexy body.

Y/N: (thoughts, blushing madly) WHAT THE HELL IS THIS?!?!?! 

Erza smirked, realizing that her plan had worked. Within a blink of an eye, the Fairy Queen summoned a large metal mallet and leapt at Y/N with a battle cry. Before the teen hero could process what was going on, he was struck in the face by Erza's mallet.

The blow sent the hyper-evolved Necrofriggian careening back thirty meters. He hit the dirt hard and rolled a few times before coming to a stop on his chest. Ultimate Big Chill used his arms to steadily lift his head off the ground. Getting hit by a hammer and rolling across the ground had snapped Y/N out of his hypnotized state. He focused his gaze on Titania and glared at her.

Ultimate Big Chill: (angry anime tick mark) You cheated! That's just fighting dirty, even for you! 

In a gold flash, Erza re-quipped into her usual Heart Kreuz attire. She held her sword loosely in her right hand and rested her left one on her hip. She grinned at her opponent in a mischievous manner.

Erza: (smirk) You sure handled that armor pretty well.

Elsie: EZZIE!!!! WHEN I SAID TO USE EVERYTHING IN YOUR ARSENAL, I DIDN'T MEAN THAT!!!! (looks at Y/N) Y/N! DO THE SAME BLOODY THING TO HER!!!!!

Y/N: (thoughts, blushing) Damn it! I still can't get that sexy outfit out of my head! Wait, what am I saying?! (gets an idea) Two can play at that game.

Ultimate Big Chill slammed on the dial as an emerald flash around him as he was replaced with one of his female alien females.

Jadefire: Jadefire!

Erza: (stunned) Huh?

Shiki: He's an alien girl now?!

Elsie: A very HOT alien girl.

Y/N: (thoughts) I just hope this works.

Jadefire: (blush, shyly) E-Erza... You wouldn't hurt me looking like this, would you?

Erza: (blush) W-Well, I w-wo.... Y-y-you see..... To t-t-tell....

Jadefire: (blush) Be honest... do you like me even though I'm a girl?

Erza: (blushing madly) W-W-Well I-I-I'm.......

Y/N: (thoughts) I can't believe it's working. I guess Elsie's training really paid off.

(flashback)

Y/N: You want me to become a girl alien again?!

Elsie: That's right!

Y/N: No way! That was embarrassing for me! Plus, I'm a boy, I don't know much about being a girl like you do.

Elsie: True. But I, Elsie Scarlet, formally Elsie Crimson, will teach you how to!

Y/N: Teach me? 

Elsie: That's right! You see Y/N, your female aliens are very hot! And that one day will help you out!

Y/N: (blush) That doesn't make any sense!

Elsie: Oh but it does! For they are a way to defeat your enemies!

Y/N: (surprise) Really?

Elsie: Yes! (points at Y/N) For I will teach you how to use that hotness to seduce your enemies!

Y/N: How does seducing my enemies help with defeating them?

Elsie: Easy. It helps you out by making them lower their guard. By acting like a beautiful woman in front of them, they lowered their defense, allowing you to strike them down.

Y/N: Lowering their guard, allowing me to strike them down...

Elsie: That's right! By doing so they will fall to the part of themselves that makes them dumb.

Y/N: (pause for a moment) I can't believe I'm saying this but, alright, you win. I'll allow that if it helps me.

Elsie: You won't regret it. Now let me set my stuff up.

Y/N: You have stuff?

Elsie: That's right! I'm gonna record this for research purposes.

Y/N: (blush) Don't you dare! 

Elsie: I might not. (grin at Y/N) IF......

Y/N: (sweat drop) I got a bad feeling about this...

Elsie: If you allow me...... to make you cum as a girl?

Y/N: (blush) What the hell is wrong with you?!

Elsie: A lot of things, listen you got two options here. One, I record this or two, I make you cum like a woman. Take your pick.

Y/N: (blush) Can't I choose neither?

Elsie: (deadpan) No.

Y/N: (sweat drop) You're pure evil... 

Elsie: What else would you expect from a person who called themselves the "Space Pirate Queen" and was a member of Oración Seis Galáctica?

Y/N: Do I really have to pick one of those options?

Elsie: Yup. If not then no training from me on seducing.

Y/N: (blush) I.... um... I pick...

Elsie: Yes? Which one will it be?

Y/N: (blush) Option... This is embarrassing.

Elsie: (sly grin) Well? I'm waiting?

Y/N: (blush) Option... (mutters) Damn it, those options are too horny...

Elsie: Boy, you're bouncing around like a ping-pong ball.

Y/N: (blush) Option 1... Uh, no I meant option 2.

Elsie: (sly grin) Option 2, huh?

Y/N: (blush) What? No, I made a mistake! Option 1! No 2! No 1! Wait I–

Elsie: (annoyed) OH FOR THE LOVE OF MOTHER!!! JUST PICK ONE ALREADY!!!!! I'M GONNA BECOME A OLD MAID IF YOUR DON'T MAKE UP YOUR MIND HERE!!! 

Y/N: ........ (sighs) Option... 2.

Elsie: Option 2. No takes back you hear?

Y/N: Yes ma'am. (thoughts) I picked it because I don't want to be recorded for the whole world to watch.

Elsie: Good now, I teach you a move so good that your opponent will get a nosebleed from it.

Y/N: And that is? 

Elsie: Hehehehe. First thing you gotta do is......

Elsie explained the pose to him causing Y/N to blush from it.

Y/N: (blush) Will it really work?

Elsie: Of course or (sly grin) do I have to show you how effective it is?

Y/N: (blush) N-No thanks, I think I get it.

Elsie: Now..... (grin) Time for my payment.

Y/N: (blush) Wait, now?! But–

Elsie: (take a step towards him) No buts. We made a deal and I expect you to keep up your end now.

Y/N: (scared) I know, but...

Elsie: Don't worry, I'll be gentle with you as much as possible. Now you know what to do.

Y/N: (blush) Y-Yes ma'am.

Elsie: Well now get to it.

Y/N nodded as he activated his Omnitrix. He began scrolling until he found a female alien and slam the faceplate down. He ends up turning into his Anodite form.

Mananite: (blush, shy) M-M-Mananite. I hope you're happy.

Elsie: (happy smirk) Extremely. (hold up a finger and wave it) Come here.

Mananite blushfully walked towards Elsie as she moves her arms around the female alien which made her shiver. 

Elsie: Relax now. I am only going to show you a whole new world of pleasure. Not your time with Lucy so far will compare to it. (looks at Mananite) By the way, how many times have you done it with her anyway?

Mananite: (blush) Once.

Elsie: Oh really?

Mananite: (blush, nodded)

Elsie: I'm surprised I thought the two of you would be going at it like rabbits since you moved in with her?

Mananite: (blush) Let's just do it okay? This feels embarrassing like this.

(Warning: small Yuri lemon scene! If you're under 18 or you don't like it, please skip to the end) 

Elsie then places her hand near Y/N's breasts and slowly traces her hands on them, causing Y/N to shiver.

Mananite: Mmm~... your hands... (moan)

Elsie grinned before placing her hands onto them. Then she groped them causing Mananite to moan.

Mananite: (moan) Oh god~...

Elsie: You like?

Mananite: I don't know why, but... it felt good~.

Elsie: You're a woman now, things are different then before.

Elsie then began to move Y/N's breasts around while still groping them causing Y/N to moan out in pleasure.

Mananite: (moan) This feeling...~. It's so~... (moan)

Elsie: (moving her chest around) Say it. Say how it feels.

Mananite: So good.

Elsie then removed her shirt before once again groping and moving her breasts around then she took two fingers on each hand and pinch her nipples.

Mananite: (moan) Oh god~...!

Elsie then started to twist them while licking her breasts while causing Mananite to moan and shiver in pleasure.

Mananite: My nipples~...! They're... feeling hard...~!

Elsie: Yes, this is a part of the same pleasure you gave Lucy! (twist her nipple some more) You're so naughty taking her in front of Phantom Lord's HQ.

Mananite: (blush, moan) No... it wasn't my idea~... I— (moan) 

Elsie: (sly grin) Oh come now. It must've been so naughty to take her there. (twist her nipples while groping her chests) So good to be out there. Where someone could've seen you two.

Mananite moan as she crossed her thighs together, feeling the wetness from her new garden. 

Elsie: Admit it. You're naughty, ain't you? To take Lucy right there and then. What if someone had a request for them? (move her chests around while groping it) Whoever had one could've seen the two of you had sex like wild beast! (twist her nipple harder) Well~?

Mananite: (moan) I... I am naughty~. (moan)

Elsie: You're a naughty girl, ain't you?

Mananite: (moan) Y-Yes~...

Elsie: Maybe I should get you a schoolgirl outfit? But a naughty one. (grop her harder) Well? Do you like the idea?

Mananite: (moan) Y-Yes, I do~.

Elsie: (smirk) What if I told you, I had one right now? Would you wear it?

Y/N: (thoughts) Something's wrong with me. My body's going blank and my body is one fire... I can't think straight. 

Elsie: (twist her nipple harder) Well? Would you?

Mananite: Yes~! Elsie, I can feel it– (moan)

Elsie: Yes, that's right. Say it! Say it out loud! (move her chest around while groping it) Now!

Mananite: I... I'm gonna cum~!

With that, Mananite exploded causing her to moan in pleasure while her face looked like a pornstar cumming. This caused Elsie to smirk as she took off Mananite panties and licked the fluid she released.

Elsie: Tasty~. So how was it?

Mananite: (panting heavily) It... feels... so good... 

Elsie: Oh I know. Now wanna go again?

Mananite: Normally, I would say no... but, it feels too good. I want more...

Elsie: That's right, but first you need a change in wardrobe.

Mananite: Yes~...

(small Yuri lemon scene and flashback ended) 

(flashback ended)

As Jadefire shook her head, she decided to get into the pose, Elsie taught her. Causing everyone to blush at her. She went on her knees and put her hands behind her back.

Jadefire: (seductive) If you really like me, then come and get me, you red knight pervert.

Erza: (blushing madly with steaming coming out of her ears) I-I-I-I-I-I-I-I-I-I-I-I-I-I-I-I-I-I-I-I-I-I-I-I-I-I-I-I-I-I..........

Ur: (blush) Girls, raise your hand if you think this is hot.

All the girls raised their hands while blushing madly.

Lucy: (blush) I think something had been awakened inside.

Rebecca: (blush) Yes, yes it has.

Mirajane: (blush) My, I never thought Y/N would do such a thing. But it (blush more) it so....

Ur: (blush) Hot?

Mirajane: (blush) Yes.....

Cana: (blush) Holy crap. Things would be even better if he had a change in wardrobe.

Elsie: (blush) Like a sexy schoolgirl outfit?

Cana: (blush) Yeah....... You got one? Please tell me you got one?!

Y/N: (thoughts) This is working quite well. Erza will surely lose consciousness, making me the winner of this match. 

Erza: (blushing madly with steaming coming out of her ears) .....I-I-I-I-I-I-I-I-I-I-I-I-I-I-I-I-I-I-I-I-I-I-I-I-I...

Jadefire: (seductive tone) Come on, Erza? Why don't you come over here? My sweet red knight pervert?

This made Erza go crazy as she ended up tackling Jadefire, much to her blushing.

Y/N: (thoughts) W-What's going on? Why isn't she knocked?! That pose would have affected her, but–

Elsie: Oh boy. I think Ezzie flipped.

Cana: You mean...

Elsie: A fire has been lit inside her. I wonder what she's gonna do to him or her?

Jadefire: (blush) You! You said that pose you taught me would work!

Elsie: Well I forgot to tell you that it might cause someone to do what Ezzie is gonna do to you. (grin) But I still got what I wanted in the end. Ezzie, do go easy on him .

Jadefire: (blush) You traitor!

Erza: Y/N... I can't hold it anymore.

Jadefire: (blush) Huh?

Elsie: Oh this gonna be good. (bring out a bucket of popcorn) REALLY good. (take some popcorn and eat it)

Erza: I want you...

Jadefire: (blush) N-N-NOOOOO!!!!!

Jadefire unleashes a blast of green energy at Erza, blasting her off of her. 

Jadefire: (sighs of relief) That was too much even for-

But Erza in her Purgatory Armor was on her once again and had pinned her down.

Jadefire: What the?!

Erza: It won't be enough, Y/N!

Elsie: (munching on some popcorn) Oh boy this is getting good. Hey, Ezzie. Put him in a schoolgirl outfit!

Jadefire: (blush) Not helping!

She did a kick at Erza's chin before she flies in the air and unleashes a barrage of green energy blasts from her hands at her. But Erza with a fire lit inside her smashed the ground with her mace, causing the ground to shake.

Erza: Perhaps Lise is right! (rush at Jadefire)

Jadefire: Stay back!

But before she could do anything, Erza was upon her and then spun her around when it was over she had changed into new clothes.

Jadefire: (blush and scream while covering herself) Don't look at me! 

Ur: (blush) Okay, girls raise your hand if this is even better than the pose?

All the girls raised their hands again while blushing.

Cana: (blush) Holy crap! Look at her!

Bisca: (blush) Mama mia! (gulp)

Levy: (blush) Oh my....... I think I need a cold shower.

Juvia: (blush) I'm more wetter than the ocean.

Elsie: (blush) Good taste, Ezzie. (eat some more popcorn) REALLY good taste.

Suddenly, everyone felt a dreaded aura as they saw Jadefire slowly looking at Elsie with angry expression along with glowing green eyes.

Jadefire: (angry) You closet pervert... it's bad enough I swapped bodies with your sister or turned into a girl, but now you two planned this on purpose and dress me up as a schoolgirl to humiliate me?

Elsie: Hey, I'm not the one who bought that armor nor did I ask her to wear it. (looks at the guys) Besides, why would we plan this if these idiots would be here?

However, Jadefire wasn't buying it as she gritted her teeth in anger while angry steam was coming out of her eyes.

Lucy: Oh boy.

Rebecca: Not good.

Jadefire: Normally, I hate hurting girls. But since I am one, I can make an exception with you!

Jadefire unleashes a green energy beam straight towards Elsie.

Elsie: Oh boy..... This is gonna hurt.

*BOOOMMM!!!!!*

Still standing up in a carter with a burnt popcorn bucket which turned to ashes, stood a soot covered Elsie.

Elsie: Yup...... This hurt so bad. And I thought what happened in Leland was painful to me.

With that Elsie fell over on her back.

Jadefire: (pouts) Totally deserve it. (looks at Erza) Now then, back to the fight. 

With that she slapped the Omnitrix and with a green flash stood Ditto.

Ditto: Ditto? Boy I was not expecting this.

Erza: A small alien? What good does this one do?

Ur: Besides being super cute?

Rebecca: Ditto! I longed to see the cutest alien the Omnitrix has in person!!!!

Lucy: He's super cute!

Juvia: (thoughts) He likes a plush doll! I want to hold him and hug him!!!!

Ditto: Why just fight one Ditto?

Just then, he starts deduplicating himself and creating copies. 

Dittos: When you can fight a whole army of Ditto? BANZAI!!!

Erza: (surprised) Okay, I didn't expect that.

All the Dittos began charging to attack Erza. Slowly they dogpilled her causing her to wobble around with the extra weight. Some of the Dittos began to punch her in various spots across her body.

Ditto #2: She's tough!

Ditto #23: We need a new plan!

Ditto #15: Yeah, what he said!

Ditto #17: I got it! Hey Erza! Do you want us to go on a date when this is over?!

After Erza pulled off a Ditto which was on her face, she blushed at this.

Erza: (blush) A-A-A-A-A-A d-d-d-d-d-d-date?!?!?!

Soon, Erza's legs fail as she falls down with all the Dittos dogpilling her.

Ditto: And that's what I call a dog pile! Am I right fellas?

Ditto 3: You said it!

Ditto #72: Get offa me!

Ditto #67: Hey, that's my foot!

Ditto: #88: Put that sexy armor back on!

Soon all the Dittos looked at the one Ditto who said that.

Dittos: Pervert! 

Ditto #88: Hey, you all think the same thing! I'm just more vocal! Besides, it was hot as hell!

Erza: Re-quip! 

In a flash of golden-white light, she had suited up in her Heaven's Wheel Armor.

Ditto #88: That is not the right one! But I take what I can get, baby. (wink at Erza)

Erza: (blush) Heaven's Wheel: Pentagram Swords!

Dittos: Uh oh!

Ditto #88: Now all of you wished she was in sexy armor now?

Dittos: SHUT UP YOU DOOFUS!!!

Erza blasted all the Dittos off her as they were flying and falling down.

Ditto #9: We need a new new plan.

Ditto #53: Yeah, time to change alien now!

Ditto #41: Good idea!

Ditto #88: Can't we ask her to go into the sexy armor?

Dittos: NOOO!!!

Ditto #88: Aw... See ya later cutie. (winks at Erza, causing her to blush) 

Soon, all the Dittos began to merge to the original as he slapped the Omnitrix and transformed into Gravattack.

Gravattack: Remember me?

Suddenly, Erza felt her body become very heavy. She cried out in surprise when a strong force pulled against her and smashed her into the ground. Then, the armor-changing mage felt her body become very light as she floated up high. Erza tried fighting against the strange force overwhelming her, but found that she couldn't. When she got up to a height of two hundred feet, her body became heavy once more.

The scarlet haired beauty plummeted back down at an absurd speed and slammed into the ground with a terrific impact. So hard that a small tremor was created and another cloud of dirt was thrown up. From within the shallow crater, Erza weakly opened her eyes. The pain coursing through her body was excruciating; nevertheless, the trained warrior fought through it and tried to get up.

Gravattack stretched his hands out as invisible energy that distorted the air collected around them. Erza felt herself become very light again as she floated into the air again.

Gravattack: I know you don't have motion sickness like Natsu, but let's see how you handle being on a ride I like to call Zero G's.

Suddenly, Titania of Fairy Tail yelped when she began to spin in a circle. Her speed began to increase very rapidly until she was nothing but a blur in the air.

Shiki: Why is he spinning her?

Lucy: Erza doesn't have motion sickness like Natsu.

Happy: Oh, he's making her really dizzy. Nobody can take being spun around real fast for very long.

Erza ground her teeth together, trying to fight back against the pull; unfortunately, the gravity was just too much for her. She felt herself become lightheaded while her vision became blurry. If she didn't do something soon, she would pass out. Then, like a floodgate opening, another idea came to her.

Erza: Re-quip!

Her body illuminated in gold light once more. In the wake of the flash, Erza was now adorned in her Giant's Armor.

Ben knew that Erza had re-quipped yet again. He was wondering what armor she'd be in this time. The teen hero got his answer when a long, gold and blue pole with a long blade fired from the blur and struck his chest hard. Though the force couldn't pierce his skin, it did make Gravattack slide back a couple feet and lose his concentration.

Erza landed on her two feet with a loud thud. Using her telekinetic abilities, Erza lifted the Spear of Ha-Ja off the ground and back into her right hand. Gravattack focused on his opponent and her new armor.

Y/N: (thoughts) Giant Armor. I see, she's trying to enhance her strength to fight against my gravity powers.

Erza spun the long spear above her head a few times to gain momentum before she crouched low and shot herself at Y/N like a missile. Gravattack quickly held out his hands and focused his gravitational field around Erza, making her five times heavier. The gravity pulled her back down, and a five foot deep hole was forged when her armored feet collided with the ground.

Gravattack focused on applying more force against Erza, causing her to groan out in discomfort. Eventually, she fell to her hands and knees from the incredible force pushing against her. Even the ground around her began to crack and cave inward.

Gravattack: Might wanna give up, Erza, There's no way you can beat my gravity powers.

The redhead warrior gritted her teeth; her pained expression was replaced with determination. She put more magical power into her legs. Remarkably, the armor-clad mage fought against the strong gravitational pull and stood up, much to Y/N's shock.

Erza: You were saying?

Lucy: Whoa, She can stand up?

Rebecca: Impressive.

Happy: Erza's using her Giant Armor to fight against Y/N's gravity.

Erza, Titania of Fairy Tail, cocked back her spear to its acme, and then hurled it straight for Gravattack. Y/N focused his attention on the weapon and guided the spear away from him and trapped it in his orbit. However, in the process, Gravattack had lost his concentration on Erza, allowing her to break through the weakened gravity field and jump at Y/N, kicking him in the gut.

Gravattack hunched forward while he slid backwards a few feet. In swift motion, Erza used her telekinetic ability to bring the Spear of Ha-Ja back to her. She leapt at Y/N again and lifted her weapon over her head to strike him. Gravattack brought up his bulky forearm to block the hit.

She jumped up to hit him again but Y/N blocked the blow once more. She then turned her body and jabbed the base of the spear into his side, causing him to hunch over slightly. Erza cried out as she spun her body once more and struck Gravattack in the face with the long spear.

The strength behind the attack actually made Gravattack slide across the ground again. Gravattack brought up his head and glared at Erza; though his skin was made of rock, he still felt a bit of pain from the blow. The Fairy Queen charged at him and jumped high in the air with her spear held high over her head.

Y/N held out his hand and increased the gravity around her. Erza felt as if hundreds of pounds of weight had been instantly tied to her body as she crashed into the ground very hard.

Some of the Fairy Tail wizards winced from the impact.

Gray: That had to be painful.

Gravattack was about to roll up into his planetoid form and spin Erza around again when her body was suddenly bathed in golden light again. When it faded, she was now wearing her Flight Armor.

Happy: Erza in her Flight Armor.

Ur: How does that help her take down someone with gravity powers?

Gravattack cocked a rocky brow at Erza's bizarre cheetah outfit. What could she do with that armor? The Galilean got his answer when Erza broke through his gravitational field, running at absurd speeds. Before Y/N could process what happened, Erza slashed her twin blades across Gravattack's chest, arms, and face all within a second.

The planet-like alien went careening back a few meters and fell on his back. Since Erza had changed her mass by re-quipping into a lighter armor, she was able to escape Gravattack's gravitational field. Though Gravattack's rocky skin kept Y/N from getting cut badly by Erza's swords, the speed behind her attack took him by surprise.

Gravattack rolled onto his front side and turned his big head to Erza, who was standing ten yards away from with her twin blades held ready. Y/N was considering rolling into his planetoid form and attempting to trap her in his orbit again; however, he settled for another idea.

Gravattack: Two can play the speed game, Erza.

Y/N tapped the Omnitrix disk again. In another emerald flash, Gravattack was replaced by a Fasttrack.

Fasttrack: Fasttrack!

In a blue blur, Fasttrack zoomed forward and sent a wicked right hook into Erza's face. The speed and strength behind the blow sent the armor-shifting warrior flying back to the other side of the training ground. Some of the Fairy Tail mages winced at the hit Fasttrack gave Erza.

Erza grunted each time her body bounced off the ground. When she came to a stop, she rubbed the spot where Y/N had punched her as she climbed to her feet, shooting Y/N a scary glare. Fasttrack, however, smirked at her cockily and gave her a "come on" motion with his hand.

Growling, Erza disengaged her blades and sent them back to her personal pocket dimension. If Y/N wanted to fight hand-to-hand, so be it. She then shot forward like a missile and Fasttrack followed suit. When the two speedsters collided with each other, a loud bam and a small shockwave was the result.

To the shock and awe of the Fairy Tail mages, Fasttrack and Erza were fighting hand-to-to hand at insane speeds that the human eye couldn't register. In the middle of the fight, the Omnitrix hero and the Fairy Queen were trying to punch, kick, and jab one another, but each of their attacks was blocked and parried by blows of equal speed.

A moment later in the intense, speedy one-on-one match, Erza threw a right hook, which was blocked by Fasttrack's left forearm. She spotted an opening and kneed the feline alien in the gut very hard, making him hunch over. Erza jumped in the air, spun her body 360, and delivered a powerful kick into Fasttrack's face.

Fasttrack slid back nearly halfway across the training ground before he came to a stop. He brought up his head and glared at his opponent. He recovered instantaneously and shot forward, leaving a trail of dust in his wake. Erza immediately bent her knees and blasted forward as well.

Just as the two speed demons were about to collide, Fasttrack slapped the Omnitrix dial, causing Erza to momentarily be blinded by the emerald light. Out of nowhere, the armor-switching mage ran straight into a two-armed clothesline, courtesy of...

Four Arms: Four Arms!

The red-skinned Tetramand picked Erza up and threw her into the ground so hard that she dug a small trench that stretched for at least thirty yards before she came to a stop.

Lucy and Rebecca gasped; startled by the amount of force that Erza was thrown into the ground with.

Rebecca: Oh wow!

Lucy: They're really getting into it.

Happy: Aye.

Natsu: (bright smile on his face) It's an awesome fight, huh Lucy?

Lucy: (deadpan) It's more terrifying.

Erza clenched her teeth and suppressed a groan. Pain was flowing through her body in waves. As she sat up from the trench, her arms shook and struggled to hold her up. Erza's body was now covered in dirt, cuts, and bruises while her Flight Armor was tattered in places.

The sound of a low, guttural yell caught her attention. She looked up to see Four Arms descending toward her with all four arms reared back. In spite of the pain, Erza dove out of the trench just as Four Arms slammed his forearms on the ground with a loud smash.

Four Arms leapt at Erza again but the redheaded warrior sprinted in a zigzag pattern to avoid his attacks. Finally, having had enough, the Tetramand pulled back all four of his arms as far as they could go before bringing them together, creating a powerful thunderclap. As a result, Erza was knocked all the way back across the training grounds by the shockwave.

Elfman's mouth dropped a little, his expression portraying shock; however, his shock immediately transformed into excitement.

Elfman: OH YEAH! Now that's manly!

Four Arms sprinted to where Erza was shakily standing up, but halfway there, he was temporarily blinded by a gold flash. Suddenly, Four Arms was forced to hold up his forearms to shield himself from a bombardment of glowing swords. The blades shattered into pieces against his tough Tetramand skin, but the speed they traveled at did force Y/N to backpedal.

When the barrage of swords stopped, he looked up to see Erza in her Heaven's Wheel Armor once again. But what the teen hero really noticed was the determined look in her eyes; the determination to never give up. Four Arms smiled, he admired that spirit. He had the same spirit within him as well, which was why he was certainly not going to lose this challenge.

As Erza floated in the air, a dozen magical swords flashed into existence around her.

Erza: Dance, my blades! (the swords began to orbit around her) Heaven's Wheel: Circle Sword!

After taking a disc formation, the blades shot toward Four Arms. Y/N's four eyes widened as he back-flipped to dodge the attack. When the swords crashed into the ground, a heavy amount of dirt and rock was thrown up and rained down on Four Arms.

He held his upper arms over his head, trying to shield himself from the dust-choked air. Visibility inside the dirt storm was relatively zero. His eyes widened once more, he knew that he was not in a good position right now.

Without warning, Erza soared into the dust cloud and slashed her twin blades against Four Arm's chest in an X-shaped pattern. Four Arms backpedaled from the attack, just as Erza flew off.

Erza: Heaven's Wheel: Scattered Petals!

Four Arms was taken off guard when a few dozen swords slammed into his body. Though they shattered immediately from contact with his tough skin, the velocity at which they traveled sent the Tetramand flying back. He bounced off the ground a couple times before skidding to a stop on his back.

A gruff groan emanated from Four Arm's throat as he rolled over and stood back up. He turned back to Erza, only to see a couple dozen swords flying at him. Y/N swiftly dodged to the side, letting the blades collide with the earth. Erza was flying at him, summoning more swords around her and then launching them at Y/N.

Four Arms was forced to go on the defensive as he ran, jumped, and back-flipped to avoid the sharp weapons being shot at him. However, a few did manage to hit him and shatter against his body, but that didn't mean that they failed to sting his skin.

As the Omnitrix hero evaded Erza's attacks, he began to think.

Y/N: (thoughts) Gravattack was my best advantage over her, but with Erza's Giant Armor, she can fight back against him. Although all the forms I've changed into so far are strong, I don't wanna go full-out on her and seriously hurt or even kill her.

Y/N then sweat dropped when a thought occurred to him.

Y/N: (thoughts) I wonder if she shares the same concern. I mean, she's fought me with a lot of sharp weapons so far and has shot me with God knows how many swords!

He was interrupted from his musings when he was forced to backpedal again, sidestepping the swords that Erza fired at him yet again.

Y/N: (thought) I know after all these transformations that I can't have much power left in the Omnitrix. How can I beat her? She's just as versatile as me! Anything I become, she has armor that can counter my attacks and fight back.

Suddenly, Four Arm's eyes widened when a realization hit him like a freight train.

Y/N: (thoughts) Her armor! That's it!

Y/N slapped the Omnitrix dial again. Erza looked away from the blinding green light. When it disappeared, standing in Four Arm's place was a six-foot-tall humanoid with yellow and black skin. It had two crab-like claws for hands and its shoulders were broad and formed an arch. The being's head was shaped like a skull, has a yellow eyebrow-like crest, and levitated in-between the arch of its shoulders. The Fairy Tail emblem was marked in black on its left shoulder arch in the yellow part.

Lodestar: Lodestar!

Rebecca: Lodestar?! But why.... (realized) Of course, that is what his plan is!

The wizards of Fairy Tail eyed this unseen transformation peculiarly. It looked weak and unimpressive. But what really caught their attention about this form was its head floating in-between its shoulders.

Erza eyed Lodestar with a raised brow, Y/N's new form didn't appear threatening or strong; however, she withheld judgment for the moment. She knew that underestimating an opponent like Y/N would be a big mistake.

Erza: What kind of form is this?

Lodestar: This is the form that's gonna beat you!

Erza: (scoff) Forgive me, but I find that very unlikely.

In multiple flashes of white, Erza summoned a few dozen swords around her.

Erza: I've already forced you to change forms several times now, and like I said before, I will not be going easy on you!

With a fearsome cry, Erza launched the swords straight at Lodestar; however, to everyone's confusion, the yellow and black alien didn't attempt to dodge the incoming projectiles. Lodestar smirked as he held out his right pincer and green magnetic waves emitted from it, which distorted the air.

Suddenly, the swords Erza had launched stopped in midair and instead of striking Lodestar they gathered above him. Erza's eyes widened exponentially as her mouth gaped a little. No one had ever been able to stop her swords like that.

Shiki, Ur, Pino and the Fairy Tail wizards watching the fight were just as stunned by the spectacle as Erza was.

Erza: How? How did you stop my swords?

Lodestar stretched out his other pincer, which emitted another set of magnetic waves. To Erza's shock and bewilderment, she was being pulled toward Lodestar by some type of strong force.

Lodestar: You and your blades just can't resist my magnetic personality.

When she got within ten yards of him, she was suddenly slammed into the ground. Erza suppressed her cries of pain as the Biosovortian slammed her into the ground a few more times until her body had formed a shallow crater. He brought her up in the air in front of him. Her skin was bruised and cut in places and her armor had a few dings in it.

Y/N really felt bad about giving her those injuries, but she was the one who'd challenged him in the first place; besides, he really had no choice since the Omnitrix didn't have much power left in it. If he was going to win, he needed to finish this quickly.

Lodestar: And it would appear that your armor finds me to be very attractive too.

As Lodestar focused his magnetic energy on Erza's armor, bits and pieces of her Heaven's Wheel armor began to break away and began to accumulate a few meters above her. Her metal, feather-like angel wings on her back and the plates on her skirt, boots, and gauntlets all began to tear away. Even her thin, feather-shaped breastplate began to peel back, causing Erza's eyes to widen in horror.

Lodestar saw this too and sweat dropped in panic and embarrassment.

Lodestar: Uh...okay, maybe not all of it.

Just before the breastplate was ripped off completely, Y/N stopped peeling it back and shifted it back to its normal position.

Lodestar pulled off enough metal parts from her armor and sent the blades that Erza fired at him earlier into the metal ball above her. Focusing hard on his abilities, Lodestar actually made the metal of the sword bend and meld with the broken armor parts. The end result was a big, smooth silver sphere.

Erza's eyes widened when she realized what he was doing. Before she could react, Y/N swiped his pincers down, causing her to crash into the ground with the giant ball falling on top of her. The earth shook from the impact while a cloud of dust was thrown up.

The Fairy Tail wizards starred in anxiety and anticipation. All of them were wondering what happened. When the dust settled, Lodestar could be seen lifting the metal ball out of a hole and laying it to the side. Most of them gasped while others stood petrified when Lodestar lifted an unconscious Erza next. Her Heaven's Wheel Armor was broken in various spots and she had sustained many cuts and bruises on her body.

When he gently laid her on the ground, a low moan escaped from her lips.

Lodestar: I think you've had enough.

Makarov: This fight is over and Y/N is the winner!

Pino: It appears Y/N has defeated Erza by using some sort of magnetism power from this alien form.

Shiki: Magnetism?

Rebecca: It allows the user to control anything made out of metal. Lodestar's species have this power.

Ur: Fire, water, ice, energy, cloning, gravity, speed, strength, and now power over metal. Man, what can Y/N not do.

As for the members of Fairy Tail, it was quiet as everyone looked on in shock and disbelief. Despite that neither one was going full-out, they couldn't believe that Titania Erza had really lost. After it sunk in, everyone broke out into a thunderous applause for him like they had when he'd beat Natsu. Even though most of them bet on Erza and lost money, they couldn't help but cheer for Y/N and his well-earned win.

However, Natsu and Gray were another story entirely.

Natsu and Gray: NO WAY! ERZA ACTUALLY LOST?!?!?!

Lucy: Makes you think twice about challenging Y/N next time, huh?

Happy: YAY! I just won a lot of money! I wonder how much fish I can buy!

Lucy: SERIOUSLY?! YOU'RE GONNA SPEND IT ALL ON FISH?!

Robo-Happy: Boy, he has a one track mind.

Wakaba's pipe fell to the ground as his mouth dropped.

Wakaba: I don't believe it. Erza, our Erza, Queen of the Fairies...lost?

Macao: Yeah, though I bet on Y/N I'm still kind of mind-blown myself.

Elfman smirked and crossed his arms over his chest.

Elfman: Now that's a real man right there.

Cana: And that real handsome man just won me a ton of money! Woo-hoo! Someone remind me to give him a nice reward!

Erza groaned again as her eyes fluttered open. Her vision was blurry and all she could see was a yellow and black figure standing by her. When her eyes readjusted, she could see Lodestar looking down at her. The Biosovortian held out his right pincer, offering to help her up.

As her dazed state passed, Erza reached out and grabbed his pincer, letting Lodestar pull her back to her feet. Her knees almost buckled but Y/N steadied her and kept her from collapsing back to the ground. In a flash of gold, Erza re-quipped her Heart Kreuz armor.

Lodestar: Are you okay?

Erza turned to look at him hard with a frown, her right eye concealed by her hair. Lodestar's eyes widened a bit, he had to admit that Erza's scarlet hair was beautiful.

Y/N: (thoughts) Wait! Did I just say Erza's hair is pretty? Well...I can't deny that.

The redheaded warrior's frown turned into a smile.

Erza: I will be.

Lodestar: If you want, I can go Clockwork and reverse time around your injuries.

Erza: (shook her head) I appreciate your kindness, but I'll be alright, Y/N. Congratulations on the win. I must admit, I've never been in a fight like that.

Lodestar: (shrugged) Thanks. I gotta say I can see why they call you The Fairy Queen. You had me on the ropes there for a while. You really are a great, powerful fighter. I certainly wouldn't wanna get on your bad side.

Erza smiled from his compliment.

Erza: It's been a long time since I have ever lost in anything. (determined smile returned) I will train harder to defeat you in our rematch someday.

Lodestar sweat dropped. The thought of fighting a powerhouse like Erza again made him cringe.

Lodestar: I'm not so sure about that.

Mirajane: (shocked) Master, can you believe it? Erza really lost a fight?

With his head hung low, he hummed in contemplation.

Makarov: Yes. Very impressive that Y/N managed to defeat one of our strongest S-Class wizards. (thoughts) He'll make an excellent candidate for the S-Class trial next year. (speaking) However, I really envy him.

Mirajane turned to him, confused.

Mirajane: Why, master? 

The dwarf-sized mage laughed giddily.

Makarov: Because he got the full view of Erza's Seduction Armor and he can turn into a hot chick. OH WOW! NOW THAT IS ONE LUCKY YOUNG MAN!

Mirajane: MASTER!

Elfman walked up behind Y/N, who stood about a foot taller than Lodestar.

Elfman: Great job, Y/N! That was one of the manliest fights I've ever seen!

With closed eyes, the white haired giant slapped the back of Lodestar's head for a job well done; however, Elfman had unintentionally struck his head so hard it went flying off and straight toward the crowd.

Lucy saw a silver object hurtling toward her. She stretched out her arms and caught the object and brought it to eye level, but her face went blank when she saw it was Lodestar's head.

Lodestar: Nice catch, Lucy.

The blonde mage looked at the metal head blankly before letting out a high-pitched scream and throwing the head back into the air. Lodestar's head fell back down and landed in a barrel of beer right next to Cana.

Lodestar: Little help here.

He managed to shout that out before his head sank. Seeing his friend in distress, Natsu rushed toward the barrel with his right fist on fire.

Natsu: Hang tight, Y/N!

The Dragon Slayer leapt at the barrel with his flaming fist cocked back. Cana quickly lifted the barrel up and smashed the bottom of it against Natsu's skull, driving him face-first into the dirt.

Cana: Keep your shorts on!

Cana lifted the barrel to her mouth and proceeded to drink it all. After a few big gulps, she had consumed all of the booze and reached in to pull out Lodestar's beer-soaked head.

Lodestar: Thanks Cana.

Cana: (seductive smile) Oh, I should be thanking you. The money that you won me will cover my whole tab. Thanks a lot, cutie!

Lodestar: (blush) N-N-No problem... 

The sound of crashing caught everyone's attention. They turn to see Lodestar's headless body smashing the trunk of a tree on the perimeter of the training ground.

Gray: Hey! Cut it out!

Lodestar: Don't bother, His ears are over here with me. He can't hear anything you're saying.

Lodestar looked at the one responsible for this mess.

Lodestar: Hey Elfman, could you grab my body?

As Elfman walked over to the headless body, Erza watched the scene and blinked.

Erza: With his head knocked off he's completely helpless and his body just wanders around searching for it. (narrowed her eyes and frowned) That would have been useful to know during the fight.

Elfman easily got behind the wandering body, picked it up, and carried it to where Cana and Lodestar's head was.

Lodestar: Thanks Elfman, Cana, could you put me back in-between my shoulders.

The brunette drinker placed the metal head in-between Lodestar's arched shoulders and let go. His head was now floating back in its normal position.

Lodestar: Thanks, feels weird when your head's detached from your body.

Lucy: YOUR HEAD'S ALREADY DETACHED! IT'S FLOATING IN-BETWEEN YOUR SHOULDERS FOR MAVIS'S SAKE!

Lodestar: Hey, after you caught me why'd you freak out and throw me like that?

Lucy: WHY?! I CATCH A TALKING HEAD AND YOU'RE ASKING ME WHY I FREAKED OUT?!" the Celestial Spirit mage cried.

Lodestar was silent for a moment before he conceded.

Lodestar: Okay, point taken.

Lucy: Sorry, listen, when we get back to the apartment. (blush) I'll make it up to you.

Lodestar: (blush at what she meant) Okay then, Lucy.

Lucy: (blush) Your welcome.

Makarov: Alright, this fight is over. Everyone picks up your things and heads back to the construction site or your homes.

With that, the Guild members picked up any stuff that they brought and began to walk down the path that led back to Magnolia.

Lodestar tapped the Omnitrix dial and, in a flash of green, transformed back to Y/N. He felt his eyelids grow heavy. After multiple transformations, Y/N felt a little tired and worn out. He was about to meet up with the rest of his team until Erza stopped him by turning him to face her.

Before Y/N could ask her what she needed, she cocked back her armored fist and punched Y/N in the gut. The teen hero hunched over and coughed up a bit of spit, waves of pain filling his insides.

Y/N: What'd you do that for?

Erza: (glared at him) That's for almost tearing off my breastplate.

Y/N cringed in pain with his eyes closed. He opened his right eye, and forced out.

Y/N: You're right. I'm... Sorry.

Erza: (blush) And I'm sorry as well for..... (blush more) You know.

Y/N: It's okay... As long as we both agreed to... never do those two things... again.

Erza: Agree.

Soon the two of them heard a groan and looked to see Elsie walking up.

Elsie: (groan) Aw...... What happened to me? Did Justice find me?

Y/N: No, he didn't. Also, I won the fight.

Elsie: (groan) You did? (groan) That's wonderful..... I'm rich.....

Y/N: (looks Erza) Did you know Elsie's plan involves... you know.

Erza: (blush) No. But to make up for it. I'm giving you 95% of her winnings.

Elsie: Wait what?!

Y/N: Deal. 

Elsie: Wait! No deal! Ezzie, how can you do this to me? I'm your sister!

Erza: You made an embarrassment out of Y/N, this will be your punishment.

Elsie: What?! NO FAIR!!!!

Y/N: (laughs) You two really are sisters.

As they are walking back to the guild with Elsie begging to Erza, Braedey was seen watching them, or more specially, Y/N since his match with Erza. 

Braedey: Y/N Tennyson. The wielder of the Omnitrix. His power over it and his alien forms could be as strong as me and my Cybertronian forms. Maybe even stronger. (smile) Perhaps maybe I could ask him to spar with me someday too.

Chapter 30 ended. 

Done! That was an amazing battle between Y/N and Erza! I hope you guys love that part. Let me know what you guys think at the comments below, peace out and enjoy!