Cherreads

Chapter 65 - 22

Chapter 22: Tower of Heaven Pt 4

Ben continued staring down at Erza's sleeping form. "I had to…because she was crying." He paused as he clenched his fists tight. "She looked so weak and fragile…I can't explain it, but…whenever I see her like that…I feel like something inside me breaks. It hurts."

Natsu ignited his fists with flames. "I don't wanna see Erza like that either. I've always looked up to her as a strong warrior…and when she wakes up from this nightmare…I want her to feel like her old self again." Fire shrouded Natsu's body as he glowered angrily at the blue haired wizard.

Ben stood up and faced their soon-to-be opponent, glaring daggers at him. "If you want her you'll have to go through us!"

"Is that a challenge?" Jellal smiled haughtily. "Well then, consider my interest peaked. I've always wanted to witness the power of a Dragon Slayer, as well as yours, Ben Tennyson."

"Trust me…" Ben gritted his teeth in pure anger. "…you're gonna regret you did."

The teen hero activated the Omnitrix and selected the first icon he saw. "IT'S HERO TIME!" He slapped down the dial as his body was engulfed with emerald light.

Natsu and Jellal were forced to look away from the blinding emerald light of Ben's transformation.

When the flash died away, standing in Ben's place was a broad shouldered, seven-foot-tall, greyish-brown skinned humanoid with short black hair but long sideburns. It wore black pants, copper colored boots with three green slits in the toe area, and a green and white stripped belt with white bolts and a brown bolt in the center. On its back were two, long green tower-like conductors. The Omnitrix dial was positioned on the being's right pectoral, which had had three deep scars protruding from it. A Fairy Tail mark was stamped on its left upper arm with white stitches around it.

"Frankenstrike!" Ben shouted in a deep voice. Green electricity surged in-between the towers on his back.

Jellal tilted a brow in intrigue at Ben's new form while Natsu looked at him in awe.

"Wow! This form looks so cool!" He said exuberantly. The Dragon Slayer's expression then shifted into confusion as a thought entered his mind. "Hang on…how many forms with lightning powers do you have?"

Frankenstrike turned to Natsu and was about to answer until a blank look crossed his face. "Uh?" He tried to count with his fingers, but quickly gave up. "Yah know…I lost count."

The duo's attention was regained by Jellal as he chuckled. "Ha! What a hideous abomination." Jellal sneered. "However, I am interested to see what it does."

Natsu and Frankenstrike both scowled at the azure haired man. Suddenly, Natsu let out a mighty war cry as he crouched low and launched himself at Jellal, his fists shrouded in flames. The possessed mage sidestepped and narrowly dodged Natsu's right fist. However, the pink haired wizard quickly turned his body and sent a powerful, flame-wreathed kick into Jellal's face.

A surprised Jellal was sent hurtling across the crystal-based room. Frankenstrike crouched down and leapt toward his opponent. He charged his hands with emerald electricity and discharged two green lightning bolts, which came together to form a bigger bolt and strike Jellal.

The azure haired wizard clenched his teeth hard, suppressing his cries of pain from the electric attack. Natsu launched himself at Jellal once more and sent a volley of strong, rapid flaming punches into Jellal's face and stomach. After at least a dozen hits, he was sent flying back once again.

He would've crashed into a crystal formation jutting from the floor if not for Frankenstrike landing in his path, who then proceeded to grab the rogue mage by both shoulders and turn him around to face him. Jellal opened his right eye to see that he was face-to-face with a pissed off Transylian that was glaring daggers at him.

"You wanted to see what this guy could do." Frankenstrike growled. "Well let me give yah a close up and personal demonstration."

Before Jellal could comment on that, his entire body was assailed with green energy, causing Jellal to let out a sharp cry of pain. Frankenstrike tightened his hold on his enemy's shoulders and increased the power he was putting into his electric attack. After another moment of electrocution, Frankenstrike wrapped his right hand around Jellal's face and smashed his head into the crystal floor, denting it in the process.

Ben kept slamming the blue haired wizard's head into the ground as he shocked him repeatedly. Green electrical bolts arched from the growing hole that Jellal's head was being slammed into. Frankenstrike let go of Jellal's face and grabbed his right leg instead. He proceeded to slam Jellal into the floor from side-to-side before he spun around and threw him back to Natsu.

With veins throbbing on his temples, Natsu jumped toward Jellal and sent a fiery fist into his face. "Fire Dragon Iron Fist!" 

Jellal went flying back to Ben with a little trickle of blood coming from his mouth. Frankenstrike picked up his right leg and sent an lightning-charged kick into his back, which sent him careening back to Natsu.

A golden blaze shrouded Natsu's arms as he leapt above his adversary. "Fire Dragon Wing Attack!" 

A pair of dragon wing-shaped flames slammed into Jellal and sent him reeling back. The green electricity surging between the conductors on Frankenstrike's back became more intense until a powerful blast of green lightning fired into Jellal. The Wizard Saint winced from the attack as he crashed into one of the many large crystal spikes protruding from the floor.

Natsu landed a few meters to Frankenstrike's left as his cheeks puffed out wide. "Fire Dragon Roar!" A powerful burst of fire tore out from his mouth and surged toward Jellal.

Frankenstrike followed up on his attack by holding out his fists and discharging two emerald lightning bolts. The flames and electricity came together midway before they enveloped Jellal. The room shook as the combined attack assaulted the azure haired mage.

The Dragon Slayer and Transylian stood a few meters from each other, gazing into the electrified inferno with hardened expressions. A short moment later, a humanoid-shaped shadow appeared through the fire. As the flames and the green electricity died away, Jellal took off his scorched coat. He was left wearing his blue trousers and a purple sleeveless shirt, where a few cuts and burns could be seen through the tears in the cloth.

Jellal stood up and wiped a trickle of blood from his mouth. He smirked smugly at the duo. "Impressive." He commented. "I'll give you credit for making me feel pain; however, if that was the best you both can do, then my victory is assured."

Frankenstrike growled; although, he was surprised that Jellal was able to brush off an attack of fire and electricity with only a few scrapes and cuts. "Don't go getting cocky, punk! We're just getting started!"

"Oh hell yeah!" Natsu added, holding up his flaming fists.

Jellal's sneer never left his face. "I surely hope so. I was expecting more from you, Natsu Dragneel, son of Igneel." He then turned to Ben. "And you, Ben Tennyson, the shape-shifter from another world, I'm expecting to see all kinds of surprises from you."

Frankenstrike and Natsu's eyes widened when they heard Jellal's comment. "Wait…what?" the former muttered, dumbfounded. "How did you…"

"Know you were from another universe?" Jellal interjected with a haughty smirk. "It wasn't hard. After all, you appeared out of nowhere two months ago with an abundance of unseen, powerful forms around the same time when Makarov sent an unusual request to the Magic Council's archives for any spell that could cross to another universe. From there, it was rather easy to piece together your otherworldly origins."

Jellal's evil grin only grew as he continued. "I am also aware that you do not possess magic powers. You get your abilities from that device on your wrist. Am I right?"

Frankenstrike glared at him, though he was shocked at his opponent's deduction skills. "Yeah. So what? Just because I don't have magic, that doesn't mean I can't kick your ass to kingdom come." He retorted strongly.

"Wrong!" Jellal grinned sinisterly as he held up a clenched fist. "Now that I've had a taste of your combined destructive might, it's time I begin tearing you two to shreds with my own bare hands!"

Natsu and Frankenstrike both snarled from Jellal's arrogant remark. The latter charged up his fists with green electricity once more. "I'm gonna zap that smug grin off your damn face!" Ben remarked, charging straight toward Jellal.

Natsu charged with Ben with equal anger. "Then I'm gonna burn off whatever's left of it!"

Jellal sneered, unintimidated by the powerful individuals charging at him. "You both must be punished for interrupting my ceremony, prepared to be destroyed by my Heavenly Body magic…Meteor!"

Suddenly, a golden light shone off from Jellal's body as he jumped into the air. He swiftly flew forward and delivered a glowing uppercut to a surprised Frankenstrike. Ben staggered back a few steps until Jellal quickly punched him hard in the torso and followed it up with a roundhouse kick to the face. The Frankenstein-like alien fell on his back and cringed from the fast, powerful blows.

With a golden light trail in his wake, Jellal circled back and punched an unexpected Natsu in the back. Before Natsu could retaliate, Jellal appeared before him again and decked him in the face, making him stumble back in pain. The Heavenly Body wizard continued punching Natsu as he quickly reappeared in different spots around him.

Natsu was finally blown backwards, skidding on his back for a few meters thanks to a powerful uppercut to his chin. The pink haired wizard groaned as he picked himself up.

"This guy's fast." He muttered painfully.

Frankenstrike returned to his feet and looked up at Jellal, who was moving across the room at incredible speeds with gold light in his wake. He held out his hands and discharged a salvo of electrical blasts at the mage, but Jellal easily dodged the attacks. Without warning, Jellal blasted toward Ben and delivered a barrage of quick, powerful punches into his face.

"RAGGH!" The Transylian cried out as he was sent careening back until he crashed into a crystal formation on the other side of the room. Natsu was about to head to Ben's side when a jeering Jellal suddenly appeared in front of him.

"Surprise!" In the same manner he did to Ben, Jellal sent a rapid attack of glowing fists into Natsu's face, making him cry out in agony.

With one last blow, Natsu was sent hurtling back until he collided with the crystal next to Frankenstrike and fell to the floor. The Omnitrix bearer groaned as he steadily got back up, clutching his aching head.

"That hurt…" He mumbled.

He then glanced at Natsu and kneeled by his left side. The Dragon Slayer groaned painfully as he rolled over and returned to his feet too.

"Ugh…I don't think we can take too many of those." Natsu remarked. "This guy packs a mean, fast punch."

Ben narrowed his eyes in thought. 'Okay…this guy can fly, he's able to dodge lightning, and he can deliver real fast hits. Need something to even the playing field.' 

"Yeah, but he's not the only one." Frankenstrike retorted.

He reached up and slapped the Omnitrix dial on his right pectoral. After a green flash, Frankenstrike had been replaced with…

"Fasttrack!" He shouted.

The feline-like alien rushed forward and jumped at Jellal within a blink of an eye. Jellal was taken by surprise when Fasttrack delivered an incredibly fast combo of punches into his opponent's face and torso.

After at least two dozen blows in rapid succession, Fasttrack performed a roundhouse kick into his stomach. Jellal went crashing into a crystal spike, causing it to split apart from the impact. He was about to counterattack but Ben appeared in front of him again. Before he could react, Fasttrack grabbed Jellal by the back of his neck and sprinted around the room at a breakneck speed, dragging Jellal's face across the crystal floor.

Jellal cried out from the intense friction on his face. A moment later, Fasttrack picked Jellal up and tossed him into the air. As he was hurtling back, Natsu jumped up and delivered a flame-covered kick into Jellal's face.

"Fire Dragon Talon!" Natsu yelled.

Fasttrack followed up by jumping in the air and performing a fast and powerful axe kick into Jellal's back, which sent him back into the floor with an echoing crash. A cloud of crystalized dust was thrown up from the impact as Fasttrack and Natsu stood a few meters apart. They were beginning to think that they had won until several golden beams fired out toward them.

Ben quickly grabbed Natsu and ran them out of the beams' path, letting them strike the floor instead. Fasttrack stopped on the other side of the room and let go of a queasy Natsu; however, the Dragon Slayer regained his composure.

"Ugh…don't do that again…" He groaned.

"What? Save you from getting hit?" Fasttrack snapped.

The dust settled to reveal Jellal, who was still standing with only a few scrapes and minor bruises on his face and chest. He glared venomously at the Fairy Tail duo.

"You wretched punks!" he snarled. "METEOR!" Gold light illuminated off his body as he flew at Natsu in a blur.

Natsu didn't have time to react as Jellal sent a flurry of swift, strong punches into his face. The pink haired wizard cried out as he went flying back a few meters. Fasttrack was about to zoom over and help until Jellal vanished and suddenly reappeared in front of him.

The Citrakayah backpedaled as he held up his forearms to block and parry Jellal's blows. Fasttrack's eyes narrowed as Jellal's hits became faster and up to his level of speed. With amazing reflexes, Fasttrack grabbed his opponent's right wrist and tossed him over his shoulders and into the ground.

Ben continued slamming Jellal into the ground from side-to-side at an absurd speed. Jellal gritted his teeth in anger as his body shined a brighter gold. He broke free from Fasttrack's grasp and hovered in the air above him, looking down at him in ire.

"Be happy that you got your hits in…because it won't happen again!" Jellal proclaimed smugly.

He held out his arms and summoned a golden magic circle. "Heavenly Arrows!" Suddenly, a dozen yellow beams of light shaped like arrowheads fired out from the magical seal.

Fasttrack ran around to dodge the arrow-shaped beams; however, though the attacks didn't hit him, the blasts caused the floor around Ben to erupt and send him tumbling back. The Omnitrix bearer grunted as he painfully skidded to a halt by Natsu.

Jellal smiled maliciously. "And now, I'll show you the true destructive power of Heavenly Body Magic." He flew up into the air until he was floating above Fasttrack and Natsu. Jellal placed both hands on top of each other, with the top hand having only the index and middle fingers spread out.

"May the seven stars bring judgment upon you!" Seven golden seals appeared in front of him and took the shape of the constellation, Big Dipper. "Seven Star Sword…Grand Chariot!" 

All of a sudden, seven powerful beams of light fired from the seals and struck the floor around a surprised Fasttrack and Natsu, throwing up smoke and crystal debris. The Tower of Heaven shook slightly from the explosions. The Omnitrix wearer and Dragon Slayer groaned painfully as they crashed back to the floor, which was littered with a web of cracks and crevices.

Jellal came back to the ground and stood before Natsu and Fasttrack, who were still lying on their fronts with a faint trail of smoke hazing off their bodies.

"That spell packs as much of a punch as a falling meteor. I'm surprised that their bodies are still in one piece after being hit with it. Perhaps that was a little…much." Jellal paused as he frowned at the damage done to the tower thanks to Ben, Natsu, and himself. "The R-System can't afford any more damage or it will be rendered useless. I can feel the magical energy beginning to leak out. I better hurry."

"Heh-heh"

Jellal stopped and looked back to the crater to see a scraped and bruised Fasttrack returning to his feet, chuckling weakly.

"Yah know…you really shouldn't have said that out loud, loser." Fasttrack grinned cheekily.

"Yeah," Natsu groaned as he shakily picked his body off the cracked floor. Despite the pain flooding his body, the pyromaniac managed to return to his feet and grin smugly at the azure haired wizard. "Since this tower is a giant crystal…"

"…then that means shattering it would ruin your plans, huh?" Fasttrack finished.

Jellal's eyes widened while his mouth gaped slightly as he realized his mistake.

Fasttrack reached up and slapped the Omnitrix dial and, in a flash of emerald, was replaced with…

"Armodrillo!" Ben yelled with his large arms held up high.

The pistons on Armodrillo's arms began to pump violently before he punched the floor, creating a seismic shockwave that ripped the crystal floor apart. Debris fell from the ceiling as the crystal in the room began to shatter into pieces.

An expression of shock and alarm crossed over Jellal's expression. "WHAT ARE YOU DOING?! YOU'LL DESTROY THE TOWER!" He shouted frantically.

"Yeah," Armodrillo said, keeping his drill hands implanted in the ground to create another shockwave. "That's the idea!"

"C'mon!" Natsu smiled wickedly. "Don't yah know that destroying things is what we Fairy Tail wizards do best?"

"And I've destroyed way bigger things in my hero career. Taking down this tower will be a piece of cake." Armodrillo remarked.

Natsu ignited his right fist with fire as he sneered confidently at Jellal. "Now I'm all fired up…even more than I've ever been before!"

Golden light shone off Jellal's body as he glared at the duo in rage. "YOU WON'T GET IN MY WAY!" the possessed mage yelled. "I've dreamed of this day and I won't let fools like you spoil it for me!"

"Yeah, that's what they all say…right before they get their asses kicked!" Armodrillo countered.

The yellow, robot-like armadillo activated his jackhammer arms and created more shockwaves. The tower began to shake violently as the compromised crystal infrastructure grew closer and closer to imminent annihilation. Panic spread across Jellal's face.

"NO!" Jellal held out his hands and summoned a magic seal, which fired out a few golden beams.

Armodrillo ceased his drilling and dived to the right whilst Natsu ran to the left.

"Too slow, huh?" Natsu mocked as the light beams struck the ground behind him.

Despite his large size, Armodrillo was fast enough to outrun Jellal's Heavenly Beams. When the attack ceased, the Talpaedan reared back his right arm and struck the ground. Jellal was too slow to react as the crystal floor erupted in front of him, sending him tumbling onto his back.

Armodrillo crouched low and leapt into the air, aiming his body to stomp on his adversary. At the same time, Natsu was running at Jellal with a hungry expression written on his face. Jellal sat up and growled as Armodrillo and Natsu closed in on him.

Jellal closed his fist, save for two fingers, and then swiped it downwards. A large sphere of golden energy shot forward and hit his airborne enemy. Armodrillo went careening back and slammed into a large crystal spike. When he hit the floor, he turned his gaze to Natsu, who was getting pushed back by a powerful golden beam.

Armodrillo was about to respond when the beam died away and Natsu let out a loud roar. Jellal's eyes widened; shocked that Natsu was still standing. The Dragon Slayer ran forward, still grinning hungrily.

"Ha! You're so worried about wrecking your precious tower, you're not gonna fight me full-on!" Natsu mocked. "Cause I get the feeling you're holding back…and that ain't gonna work against me!"

Armodrillo's eyes narrowed. "And it certainly won't work against me either!" He shifted his right hand into a drill and punched the floor. A seismic tremor erupted under Jellal's feet and sent him crashing backwards across the room.

Meanwhile, Erza's eyes slowly fluttered open as Swampfire's sleeping gas wore off. She looked up to see Natsu charging at a downed Jellal while Ben's Armodrillo form was shaking the tower. "Ben…Natsu…?" she whispered weakly.

Both the Dragon Slayer and superhero jumped into the air; the former shrouding his arms in flames. "Fire Dragon Brilliant Flame!" 

Natsu threw a big magical fireball at the floor, which caused an intense inferno to erupt. Chunks of crystal were thrown up by the blaze. Thanks to Armodrillo's previous shaking, the already comprised floor began to break apart more rapidly.

Once Natsu's fire attack had subsided, Armodrillo pulled back his right arm as he came closer to the floor. "Now to really shake things up!"

The moment Armodrillo's arm struck the ground, an eruption of crystal fragments and dust filled the entire room. Giant cracks appeared on the outside of the tower and spread halfway down before stopping. A few of the crystal spikes jutting out had snapped off in the process. It was impressive that the tower hadn't collapsed entirely.

The top of the tower was in rough shape. Most of the roof had collapsed and a few of the jagged crystal supports on the perimeter of the room had shattered. The floor was littered with a spider-web of large crevices and cracks, a few of them had opened up all the way to the levels below. A smoky haze billowed out of the many damaged areas in the tower.

In the center of the room was a pile of crystal debris. Suddenly, a yellow mechanical arm burst through near the top. Armodrillo then climbed out of the rubble along with Natsu, who had a few scrapes and bruises on his body; though the big, roguish smile on his face proved that he was okay.

"They…aimed…for the tower?" Erza stammered.

They slid down the crystal pile and locked their eyes on Jellal. The blue haired wizard glanced around at the room and gawked at the damage that had befallen his tower. Now, it would be a miracle if the R-System worked with so much magical energy leaking out through the many wrecked areas.

Jellal's body began to tremble in fury. He clenched his teeth and fists as he glared daggers at the duo. "No! NO! Look at what've you done! Now…I'm really angry! I didn't spend years building this tower just to have a couple of punks tear it down. I WON'T LET YOU!" He yelled.

"Ha!" Natsu doubled over and laid his hands on his knees, panting heavily. "Tough break, pal. You can't say we didn't warn you though."

Armodrillo held out his arms and shifted them both into drills. "Give it up, Jellal! All I have to do is make one more tremor and this whole tower's coming down!"

Erza used her arms to pick herself up from the floor. 'Ben…Natsu…be careful.' 

The indignation on Jellal's face intensified. "NO! I WON'T ALLOW IT!" He roared.

Jellal held out his hands and fired a powerful golden ray from his palms. Armodrillo was too slow to react as the blast hit him directly in the chest and sent him crashing into the crystal pile behind him. The impact caused the pile to shatter and rain down across the room.

Armodrillo lay on his back, a faint smoke trail hazing off his body. When he shakily got up, Jellal appeared hovering in front of him, his body shining with golden light. Ben was too slow to react as Jellal delivered fast, powerful punches into his helmet-covered head and armored torso. Armodrillo grunted in pain as he staggered back from the blows.

Jellal stopped punching and hovered in front of a hunched over Armodrillo. "Heavenly Blast!" He chanted.

A large golden beam fired out from Jellal's magic circle and struck Armodrillo in the gut. Ben cried out as he hurtled backward into a crystal pillar across the room. The support beam nearly shattered, but it still remained standing. Armodrillo fell to his knees with crystal fragments falling on him.

In a flash of emerald, Armodrillo changed back into Ben. His black collared shirt and brown slacks were tattered in various places as bleeding scrapes and cuts littered his body. Ben's eyes were closed as he clenched his teeth together, trying to hold back his groans of pain.

"So much for the mighty Ben Tennyson!" Jellal mocked. "Now," he held out his hands and summoned another magic circle. "I'll take you out and be rid of at least one nuisance!"

"BEN! NOOO!" Erza screamed.

Ben weakly opened his eyes to see Jellal fixing to cast his spell on him. Despite the agony coursing through him, Ben lifted up his right hand and reached for the Omnitrix. However, before Jellal could attack, Natsu jumped up from behind and slammed his fiery fists into his shoulders.

Jellal cried out from the surprise attack as he collided with the floor.

"I won't let you hurt any of my friends!" Natsu roared.

Natsu landed and grabbed Jellal by his leg. He spun around in place a few times before he tossed Jellal away.

"Fire Dragon Roar!" Natsu exhaled a flaming torrent that sent Jellal crashing into another support beam.

Ben groaned painfully as he sat up, his entire body shaking in pain. Armodrillo was very durable, but Jellal's Heavenly Body attacks were quite powerful. The Omnitrix bearer weakly stood up and slowly ambled over to Natsu.

The pink haired wizard glanced at him. "You alright?"

"Ugh…" Ben grunted, "yeah…I'll be fine. Thanks by the way." He reached for his Omnitrix and began scrolling through his transformation library. "I just gotta find the right form to beat this guy with."

Natsu glanced over with a smirk. "How about that titan form?" He suggested.

Ben looked at Natsu incredulously.

Before the brunette haired teen could respond, an explosion ignited on the other side of the room. Jellal flew into the air, his body covered in gold light. He looked down at Ben and Natsu with an enraged scowl.

"I WON'T LET YOU PESTS RUIN MY DREAM!" Jellal hollered.

He crossed his arms above his head as another golden magic circle appeared in front of him. All of a sudden, the air became more turbulent and forced Ben and Natsu back a few steps. They held their arms in front of their faces to shield themselves from the powerful gusts.

Erza's fingers dug into a crack and held on as the strong winds threatened to sweep her away. She opened her eyes to see that the room was getting darker. Her eyes widened in shock when she saw something else: her shadow was bending toward the light.

"Is my shadow bending toward the light?" Erza said; a horrified expression on her face. "THAT SPELL! IT COULD KILL BEN AND NATSU!"

"And now…I'll plunge you into infinite darkness, Dragon Slayer and shape-shifter!" Jellal chanted. Suddenly, a swirling sphere of blackness with white dots in it formed over Jellal's head.

"NO!" Erza put her remaining strength into her legs and returned to her feet. She ran and got in front of Natsu and Ben.

"ERZA!" cried Ben. "What are you doing?!"

She ignored Ben and held out her arms. "Don't do it…unless you want to kill me too!"

Jellal paused and stared at Erza, the winds around him beginning to die down.

"You don't wanna lose your sacrifice to Zeref, do you?" Erza stated.

"That would be a problem." Jellal admitted. "The ceremony requires the body of a wizard comparable in strength to one of the Ten Wizard Saints. However…I can find a suitable replacement. You're not the only one who fits that bill."

Erza's eyes widened, realizing that her ploy hadn't worked.

"I'll worry about that after I kill all three of you!" Jellal yelled, the strong winds picking up once more.

"What the hell are you doing, Erza?!" Ben shouted indignantly.

"Seriously…you gotta move!" Natsu added.

Erza smirked. "It's my fault that you both are involved in this mess. The least I can do is protect you."

"NO! GET OUTTA THE WAY!" Ben stepped forward to grab Erza.

Jellal grinned sadistically. "Heavenly Body Magic…Altairis!"

He threw a giant sphere that looked like a piece of the night sky. It appeared to be very dense and its gravity was sucking up everything in its path, the attack strongly resembling a black hole.

"ERZA!" Ben and Natsu shouted simultaneously.

Just as Ben was about to push Erza out of the way, a tall, muscular man came out of nowhere and stood in front of the blast. An explosion shook the room and polluted the air with smoke, obscuring the three wizards and the superhero's vision.

When the dust settled, Ben, Natsu, and Erza gasped when they saw Simon standing tall with his arms held out. He was quaking slightly with many burns and cuts across his body.

"Wait…it's you…" Natsu muttered, wide-eyed.

"Simon?" Ben said, shocked.

Erza looked on with wide eyes; her mouth gaping slightly in dismay. "Why Simon?" She whispered.

"…to save…you…" Simon grunted weakly before he fell backwards.

"Simon!" Erza snapped out of her shock and ran to Simon's side.

Ben and Natsu, meanwhile, stood back and watched, horrified. The former eyed the scene with wide eyes…a look of anxiety growing on his face.

"No…no…it can't be…" Ben murmured inaudibly.

Jellal frowned as he stepped forward. "I had no idea that you were still crawling through the tower you despicable pest."

"What the hell were you thinking?!" Erza scolded as she knelt next to her old friend, tears falling from her left eye. "Why didn't you escape with the others? Talk to me!"

Simon took deep breaths as it became harder for him to breathe. Despite the enormous amount of pain flooding his body, Simon smiled lightly. "Don't…cry…" he lamented softly, "…it's okay…I'm happy…to give my life for you." He then descended into a coughing fit.

"Save your energy." Erza said tearfully. "Don't talk anymore. Just try and stay with me."

"You…were the only person that…made me smile." Simon moaned. He looked over to see an apparition of a smiling young, nine-year-old Erza. "Simon!" She said happily.

"Simon! SIMON!" Erza cried hysterically.

Simon gazed up at the scarlet haired wizard as a tear fell from his right eye. "I…have always…loved you…"

Those were his last dying words as his eyes closed and his body went limp. Simon's head rolled to the left, a soft smile still on his face.

Erza stared down at the body of her deceased friend and clenched her teeth while choking on her sobs. Finally, Titania couldn't hold back anymore. "NNOOO!" She screamed in despair, and broke down into a sobbing fit.

Natsu remained frozen in place and stared at the scene with wide eyes. Ben was in a similar position, except his body was quaking lightly.

Jellal chortled, but soon his chuckles turned into full blown laughter. "HA-HA-HA! What a perfectly foolish thing to do!" Jellal jeered maniacally. "He tried to play the valiant hero, but his death won't change a thing! Simon gave his own life to save yours, but he should've known that I'm not letting any of you leave this tower alive!"

Suddenly, Natsu rushed forward within the blink of an eye and slammed his fist into Jellal's face. "SHUT UP!" He roared.

Jellal went flying back and crashed into one of the crystal pillars still standing. He cried out in utter agony from the blow. No one had ever landed a painful hit like that on him!

Jellal weakly lifted his head and was met with quite a shock. Natsu had a crystal chunk in his hand and was eating it! As a result, bright blue light was shining off of his body.

"I can't believe this..." Jellal murmured disbelievingly. "He's eating the ethernano from the Etherion blast."

Natsu finished eating the chunk. His eyes were now glowing blue and the light around him was shining brighter. He threw up his arms and let out an earsplitting cry. The floor around his body began to shake as his power increased dramatically. Amazingly, bluish-white trails of energy emerged from the crystal floors and manifested around Natsu.

The pink haired wizard reared back his arms and slammed them into the ground, creating a tremor that tore up the floor, similar to Armodrillo's earlier attacks. Jellal quickly jumped out the way and let the seismic wave hit a crystal pillar instead.

Natsu stopped as he began to cough madly. He reached up and grabbed his throat, a searing pain racing through his body. He fell to the floor and rolled around, gagging loudly.

"How could you be so stupid?!" Erza reprimanded, worried for him. "Ethernano is made out of all different kinds of elemental magic. It'll poison you!"

Jellal scoffed. "What an idiot. Did he really think he'd be able to power-up by consuming elements other than his own. It'll certainly make my job easier if he kills himself!"

Natsu continued grasping at his throat, his eyes closed and veins throbbing on his temples. All of a sudden, a powerful blaze erupted around Natsu. The flames combusted upwards and took the shape of a fiery dragon with wings and a horned head. His eyes were glowing bright gold as he let out a deafening yell that shook the tower.

Natsu growled viciously as the skin around his eyes became scale-like. He lifted up his head and glared daggers at Jellal.

An expression of shock and disbelief crossed Jellal's face. 'His body absorbed the magical energy from the ethernano!'

Ben and Erza watched the spectacle with wide eyes. Neither had ever felt so much power and heat coming from Natsu before. It was like he was on another level now. Needless to say, they were both shocked by this development.

Suddenly, the Omnitrix bearer's attention was seized by Simon's dead body lying on the floor. The teen hero ground his teeth together and clenched his fists tight, his body beginning to shake from growing rage and anxiety. A memory that he had been trying to suppress for two, long years came bubbling back to the surface. Ben felt his heart clench and ache in anguish just from remembering that horrible event.

'It happened again…that man is dead…because I wasn't strong enough to defeat Jellal sooner.' Ben thought in despair.

He glanced over to Erza and noticed the tears still rolling down her cheeks. At that moment, something inside Ben snapped. A snarl emanated from his lips as he shot a certain blue haired mage a death glare.

"YOU!" Ben yelled, catching the other's attention. A look of absolute fury was etched onto his face. "YOU BASTARD! YOU KILLED HIM…AND MADE ERZA CRY! NO MATTER WHAT, I'M TAKING YOU OUT!"

"Pft," Jellal scoffed, regaining his composure after seeing Natsu enter the state known as Dragon Force. "Oh please…you're nothing but words! You don't even possess magic! You don't have the power to defeat me, you pest! Heavenly Arrows!" 

A dozen beams of arrow-shaped light shot out from Jellal's magic circle on a direct course for Ben.

"BEN! NOOOOO!" Erza cried out in utter horror.

Ben didn't flinch as he narrowed his eyes at the incoming attack. 'Omnitrix…please…give me something I can use to take this guy down…to protect my friends…to protect Erza…' He swiftly activated the Omnitrix, picked a random icon, and slapped down the dial.

His body was consumed in brilliant emerald light just before the golden arrows struck him. A cloud of crystalized dust was thrown up around him, obscuring him from view.

Jellal was about to gloat on his easy victory until, suddenly, Natsu crouched low and launched himself forward. Natsu rammed into Jellal like a bullet, leaving a trail of fire in his wake. The blue haired wizard let out a loud yell as he crashed into a crystal pillar for the umpteenth time. He fell back to the ground as a few chunks of crystal collapsed around him.

A newly empowered Natsu turned away to look back at Ben with wide panicked eyes. Erza eyed the dust cloud in distress, tears rolling down her face.

"Ben…" She whispered weakly.

The superhero still couldn't be seen yet. Natsu and Erza were beginning to fear the worst until a pair of green glowing eyes shone through the smoky cloud. When the dust finally settled, Natsu and Erza's eyes went wide as they gasped in awe.

Jellal groaned lowly as he sat back up and returned to his feet. He was about to counterattack against Natsu until he noticed that he and Erza were looking away from him. He tilted a brow in agitation and turned to where they were staring, only for his eyes to widen and his jaw to drop in shock.

Standing in Ben's place was a large robotic humanoid that was over thirty-feet-tall and had a green and white body. It had large cylinders on its arms, near its wrists, that were full of green bubbling energy. The same green energy could be seen inside the tip of its pointed head and the large Omnitrix symbol on its broad chest. The Omnitrix dial was positioned on a green and white belt while a green Fairy Tail mark was stamped on the black part of its left upper arm.

Jellal, Natsu, and Erza stared at this new transformation in awestruck.

"I am no pest." The robotic being said in a heroic, righteous voice; strangely, its mouth didn't move when it spoke. It hovered a few feet off the ground and held up its arms. "I am…ATOMIX!" 

Erza looked on at Atomix with wide eyes and a slightly gaping mouth. She had been rendered speechless. She could feel the raw power coursing off of this form…this, Atomix. It was so powerful. Erza had never felt anything like it.

'The power from this form…he's not even moving and still…I can feel how extraordinary it is.' Erza thought, awestricken.

Jellal stared at Atomix with wide eyes and clenched teeth, a few drops of sweat racing down his face. He too could feel the unusual power coming from the transformation, and needless to say, it made him apprehensive. The blue haired mage shook his head and growled.

Powerful or not, he was not going to allow Tennyson or Dragneel to stop him! He would succeed!

A golden light shined around Jellal's body as he floated in the air. "It doesn't matter what creature you turn into! A weak, non-magic user like you could never defeat me, Tennyson!" Jellal roared. "Meteor!" 

Jellal shot forward in a burst of gold light, heading straight for Ben with his right arm cocked back and glowing with brilliant light. Atomix didn't flinch and floated nonchalantly. He then reared back his arm and punched Jellal's smaller fist.

As a result, a loud snap was heard as a green shockwave of energy was created in-between their fists. Jellal cried out in agony as he was blasted backwards. Just before he could crash into another crystal pillar, Natsu jumped into the air above Jellal and launched a powerful, fiery kick into the middle of his spine.

His eyes bulged out as he coughed up a bit of blood. Jellal crashed into the floor and created a deep trench that stretched halfway across the room. When he came to a halt on his chest, he shut his eyes and let out another excruciating cry. He couldn't believe how much agony he was feeling.

He could feel his right hand and arm growing hotter and beginning to swell. There was no doubt that his hand and arm were broken, and that kick from Natsu to his back didn't make him feel any better either.

Jellal weakly rolled over on his back and looked up to see Atomix hovering a few meters above him. He held his hands close together as a sphere of bright, green energy formed in-between his palms.

"HAA-MEE-NA, HAA-MEE-NA, HAA-MEE-NA-HA!" 

Jellal's eyes went wide in horror as the green energy ball was thrown into him. Large green explosions raced down the crystal tower as Jellal was blasted through every floor. When the emerald smoke cleared, a big gaping hole could be seen in the ground. Upon closer examination Atomix could see that Jellal's body had been punched through all the levels of the structure and that the hole led straight to the bottom.

Natsu, who was still shrouded in powerful flames, glanced over to Atomix and grinned roguishly. "Nice!"

Meanwhile, at the bottom of the tower, Jellal was lying in a pile of crystal and rock debris. His shirt and trousers now had many tears in them, revealing the burns and bruises across his body. His broken right arm was throbbing madly as it turned dark red and continued to swell up.

He clamped his mouth shut, keeping his yells of agony pinned up inside. Jellal couldn't believe it. It was bad enough that Natsu had unlocked a new level of power in his magic, but now he had to worry about this new powerful form of Ben Tennyson's!

He had only thrown a single punch and energy attack so far! Now he already felt weak and beaten. Jellal suddenly tightened his fists, a newfound rage and determination filling his body.

"No…NO!" He yelled out.

The azure haired wizard knew exactly what to do with Tennyson. A few years ago, his thought projection, Siegrain, had stumbled upon a deadly forbidden spell in the Magic Council's archives. It would be perfect in dealing with Tennyson!

Despite the agony washing over him, Jellal shakily got up and returned to his feet. Golden light shone around his body once more as he shot back up the tower.

Atomix, Natsu, and Erza were surprised to see Jellal fly back out of the hole in the floor. He turned to Atomix and shot him a dangerous fuming glare. "I will not be bested by you! I've spent years of hard work and planning to bring my dream to fruition! And I won't allow you to destroy it!" He roared.

Jellal held out his left arm as he kept his right one close to his abdomen. Instead of golden light, a sickly black blob with purple glyphs began to manifest around Jellal's arm. The aura surrounding it promised nothing but suffering and death.

"May the darkness of despair ravage your soul, and deliver you unto oblivion!" Jellal chanted loudly.

Erza's eyes widened when she felt the negative magical energy gathering around Jellal's arm. "What is this spell? I've never heard of anything like it…" she murmured, befuddled.

"THIS IS THE END FOR YOU, TENNYSON! RAGGHHH!" Suddenly, the onyx blob on Jellal's arm stretched out into five tendrils.

They wrapped around Atomix's arms, legs, and head. The tendrils then expanded and wrapped all around Atomix, trapping him within a large, ebony sphere with purple markings bubbling around in it.

"BEN!" Erza cried out in trepidation.

Jellal sneered madly. "It doesn't matter how powerful he may be. Nothing can survive this spell!"

Natsu snarled and clenched his fists tight. "Why you…" He crouched low and launched himself at Jellal in a fiery blur. The blue haired mage didn't have time to respond as a flaming knee connected with his face, sending him crashing through another large crystal spike.

With fists shrouded in powerful flames, Natsu sent a barrage of fast punches into Jellal's face and torso. The Heavenly Body mage's eyes bulged out from the extra dose of agony being inflicted upon his body. Still flying through the air, Natsu then grabbed Jellal's head and slammed it into the floor and held it there, creating a shallow trench.

When they reached the other end of the room, Natsu lifted Jellal up and tossed him into a big crystal pillar. Upon impact, the column nearly shattered into pieces as large cracks webbed out from where Jellal collided with it.

Jellal clamped his jaw shut, trying to suppress his pained screams; however, it was proving to be very challenging. Natsu landed right in front of Jellal, wrapped his right hand around his throat, and held him up high.

"RELEASE THAT SPELL ON BEN OR I'LL KILL YOU!" Natsu roared; an enraged scowl on his face.

Jellal grimaced. "Your threats don't scare me!"

He pulled up his left arm and summoned a golden magical seal, shooting a powerful light beam into Natsu's chest. The pink haired wizard let go of Jellal as he went sliding back on his feet a few meters.

Jellal jumped up in the air and hovered above Natsu, glaring down at him. "There's nothing you or anyone else can do! My destiny will be fulfilled, no matter the cost!"

Meanwhile, inside the black and purple sphere, Atomix was surrounded in darkness. He grunted gruffly as he struggled to break free, his eyes flashing from green to purple. For some reason, the energy of this spell was quickly sapping his astonishing strength and power. Ben groaned from the searing pain in his head; it was as if a dark, deadly force was entering his mind.

Suddenly, the memory of Erza crying over Simon's dead body played back through Ben's mind. He could see the utter sadness and despair on her face. Ben felt his heart ache from the heartbreaking scene. What he said before was true. Whenever he saw her cry, he felt something inside him break.

Atomix then clenched his mechanical fists as his determination reignited. The sight of Erza crying was something Ben NEVER wanted to see again. Anyone who made her cry would suffer dearly. When his thoughts went back to Jellal, the cause of her emotional pain, he felt his anger soar to new heights.

The canisters on his arms and the Omnitrix symbol on his chest began to glow brighter. Consequently, the heat and power around Atomix's form started to increase drastically. The darkness inside the sphere was then pushed away by the growing emerald light.

Back outside, the sounds of cracking caught everyone's attention. They turned to see bright green cracks spreading across the black ball that Jellal had trapped Ben in. Promptly, Jellal's eyes widened in alarming disbelief.

"WHAT?!" Jellal cried, shocked. "NO! It can't be!"

All of a sudden, the onyx sphere shattered into pieces and the crystal room was bathed in green light, forcing the three occupants to shield their eyes. When the brightness faded away, they turned to see Atomix floating in the air, unharmed. A faint glow of emerald cast off his body.

Atomix locked his gaze on Jellal and soared toward him with his arms extended out. "Fissile Whistle!" 

Before Jellal could react, a pair of large, metal fists rammed into his chest and torso. His eyes nearly bulged out of his sockets while a trail of blood was coughed up from his mouth. The wizard was sent flying straight through the remains of the ceiling and careened into the air.

After flying up controllably for a hundred meters, Jellal finally regained control and came to a stop. He let out a cry of agony and coughed up more blood in the process. There was no doubt that a couple of his ribs were cracked, possibly broken. His body was flaring in unbearable pain.

Jellal couldn't believe how easily he was getting beat when he was so close to winning. He looked down to see Atomix and Natsu flying up to him, the latter shooting a stream of fire from the bottom of his feet.

The azure haired wizard let out a fuming snarl. "NO! I won't lose! Not to you!"

He summoned a magic circle with his left hand and fired his Heavenly Arrows. Atomix and Natsu banked in opposite directions to avoid the attack. They then came to a stop and hovered in midair, looking straight up to Jellal.

"I'm destined to create a land of freedom!" Jellal proclaimed. "I know that because in my darkest hour I could hear Lord Zeref calling out to me. He told me he could make all my dreams come true and I believe him. There's a reason I'm the only human who can sense Zeref's presence. It's because I am the chosen one! Once he's resurrected we'll work together to create a land that's trulyfree!"

"And you're going to do that…by taking away the rights of everyone else in the world!" Natsu roared.

"If that's what has to be done to make the world a better place, then so be it!" Jellal replied angrily. "I could care less to what happens to feebleminded fools like you!"

Atomix narrowed his eyes and brow-plate up at Jellal. "You are simply a puppet being manipulated by an evil spirit. You know nothing about freedom!" 

Natsu growled and decided that he had had enough. He increased his thrust and shot straight at Jellal. Without warning, the flames around Natsu's body took the shape of a horned-head dragon.

"He's right! You'll never know what it means to be free as long as you are possessed by that spirit! WHY ARE YOU LETTING HIM MANIPULATE YOU!?" Natsu yelled. "YOU CAN DO IT JELLAL…FREE YOURSELF!"

Jellal didn't have time to react before Natsu delivered a mighty punch straight into his face. The tattooed-faced wizard shouted out as he went tumbling higher into the sky. Natsu then flew in a downward arch and threw Jellal straight back to Atomix.

The robotic humanoid flew straight at Jellal's careening form, lifted up his right foot, and rammed it straight into Jellal's gut. He let out a loud, agonizing cry from the impact that nearly snapped his body in half.

Jellal then plummeted straight back down and crashed on the edge of the top room, forming a shallow crater. Atomix and Natsu descended and gently landed a few meters away from where their adversary had landed.

A moment passed and nothing happened. They were beginning to think that they had won. However, a painful groan caught their attention. Shockingly, Jellal stood up from the crater and glared at the duo. His clothes were tattered in a few places and his body was covered in deep, bleeding cuts and ugly bruises. He was hunched over slightly and his right arm was held against his torso, swollen grotesquely.

All in all, Jellal was a complete wreck. But despite the massive waves of anguish washing over him, he was still able to stand!

"No…" he whispered weakly, and then he spoke louder. "NO! YOU WILL NOT THWART ME! MY DREAM WILL BECOME A REALITY! I WILL CREATE A FREE LAND!"

Jellal held up his left hand and slashed the air in a certain pattern. Suddenly, a large orange magic circle appeared in front of him. Natsu and Erza gasped in shock and horror while Atomix looked on in confusion.

"The Abyss Break spell?! But why!?" Erza demanded with wide panicked eyes. "You'll destroy the tower so many died to create!"

Jellal sneered. "This tower means nothing! Now that I've made it, I can create another in half the time! Lord Zeref…your hour is near!"

If Atomix had teeth, he would be clenching them in anger. There was no reasoning with this man. He was too far gone. It was time to end this once and for all.

Atomix glanced back to Natsu. "Salamander, step back. I'll finish this." Natsu nodded and complied.

A green glow illuminated off of the white robot's body as he hovered in the air a few feet, straight in front of Jellal's Abyss Break spell. "Finish this? Don't make me laugh!" Jellal scowled. "You may have survived that last spell, but you won't live through this! Once I'm rid of you fools I'll create a new tower! No matter how long it takes, my dream will be brought to life."

"NO! You killed Simon and made Erza cry. This ends here, scoundrel." Atomix stated.

Atomix began to swirl his hands in a circular pattern with green streams of energy irradiating from them.

"HAA-MEE-NA, HAA-MEE-NA, HAA-MEE-NA…" 

Jellal, Erza, and Natsu's eyes widened as they could feel the energy around Atomix increase exponentially as he said his unusual chant.

"…NUCLEAR WINNER!" He yelled.

A fourth of a mile away, the wizards in Juvia's Water Shell had been watching the commotion take place at the top of the crystal tower in awe and worry. In less than two minutes, they had seen a trail of green explosions race down the tower's structure and fiery detonations ignite at the top of the tower.

Suddenly, the group was shocked when an enormous ray of green energy blasted out from the top of the tower and into the cloudy night sky. They stared up in amazement at the powerful emerald blast. To the Fairy Tail members, it reminded them of the ray that Ben's titan transformation had fired at Phantom Lord's Jupiter Cannon.

"What the heck is going on up there?" Sho asked, dumbfounded.

"What is that? Some kind of explosion?" Wally inquired.

Gray narrowed his eyes in contemplation. "A green energy blast? There's no doubt about it…that's gotta be Ben."

Lucy nodded. "You're right. He and Natsu must be up there fighting someone."

"Oh no," Millianna said worriedly, "you think they're going to be okay?"

"I sure hope so." Gray replied. "But it's too soon to tell because it looks like those two are going on a major rampage."

A thick, emerald smoke blanketed the top floor of the Tower of Heaven. After a moment, the smoke was blown away into the wind and revealed the destruction that had befallen the tower.

The top floor was in shambles from the combined destructive might of Atomix and Natsu. A spider web of small and large crevices was spread out across the floor. Shattered crystal debris from the destroyed pillars and the roof was sprawled out across the room as well.

Erza and Natsu turned to Jellal and Atomix and felt their jaws drop in shock. The former's skin was flaring red from the intense radiation burns across his body. His blue hair was singed while his clothes were burnt and left in tatters, barely holding together. Atomix, however, was floating nonchalantly as he glared hard at Jellal.

A painful grunt left Jellal's throat as he collapsed to his knees and fell over into a large crevice in the floor that opened up to the level below. With a loud smack, he crashed into the floor on his front side; his body twitching as he slipped into unconsciousness.

Natsu blinked and shook off his shock, looking at Atomix with a hard frown and nodding. The white robotic being glanced back at him and nodded in return. They had won. Jellal was defeated.

Erza looked on with wide eyes at Natsu and Atomix. "So this was the power hidden within him…the true form…of a Dragon Slayer." She gazed at the hardened expression on Natsu's scaled face as his scarf flapped in the wind.

The redhead then turned her attention to Atomix and stared at the large, bulky mechanical being in awe as he floated over and landed next to Natsu. "And this form…Atomix…its power is unbelievable, far greater than any other of Ben's forms I've seen. To think he had something like this all along…"

A short moment passed before Atomix and Natsu turned around to face Erza, the latter's expression softening into a smile. Atomix would be smiling too if he had a mouth; although, Erza could feel the aura around Ben's new form begin to calm.

Erza smiled brightly. 'They managed to defeat Jellal. After all these years…the nightmare is over. Now, Sho and the others can finally be free.' 

The sounds of beeping snapped her out of her thoughts. She looked up to see the Omnitrix dial on Atomix's belt blinking red. Then, in a flash of red, Atomix transformed back to Ben. He was hunched over, his hands on his knees, with a sheen of sweat glistening off his face. That new powerhouse of a transformation had definitely taken a lot out of Ben.

Natsu let out a groan as he fell to his knees. But before he could collapse to the floor, Ben leaned over and wrapped his left arm around his back, helping him sit up. "I gotcha man…"

Ben groaned in exhaustion when he felt his own energy levels take a nosedive, his body sitting down hard as he took a breather. Erza got up and rushed over, dropped to her knees, and embraced Ben in a hug before he could fall. She wrapped her right arm around his back and placed her left hand on the back of his head.

The teen hero blushed, realizing that Erza was hugging him closely and his face was squished against her breasts. Getting over his embarrassment, Ben smiled and wrapped his free right arm around Erza's waist.

"Ugh…awesome…new alien," Ben muttered in exhaustion.

Erza chuckled lightly. "Yes," she then pulled away and looked at Ben with a warm smile. "I agree. You and Natsu were simply amazing."

Ben gazed at Erza with his eyelids closed halfway and returned the smile.

Suddenly, the heartwarming moment was shattered when the tower began to shake violently. The crystals of the tower began to illuminate a brilliant blue as geysers of bluish-white energy burst out from the cracked floors.

"What's going on?!" Ben asked as he stood up. He regained enough of his strength to pick up Natsu and throw him over his shoulder, bending over and holding the backs of his knees. However, Ben's legs did quake from the extra weight added to his already weakened body.

Erza glanced around in panic as the floor rapidly cracked apart. Luckily, they didn't have to worry about ceiling debris falling on them since it had already been destroyed in the fight with Jellal.

"The ethernano from the Etherion must be becoming unstable! All this magical energy can't be held in one place for very long. The tower's going to explode!" Erza yelled.

Ben's eyes went wide from apprehension before they hardened in determination. "Alright! We gotta get outta here, NOW!"

Ben carried an unconscious Natsu and ran behind Erza. After taking a few steps, Erza stopped and looked back at Simon's dead body, which was sliding into a large crevice. Ben glanced to where to where Erza was looking and frowned in sadness. He laid a comforting right hand on her shoulder.

"Goodbye…" She said tearfully.

Choking back a sob, Erza turned around and ran alongside Ben. The duo managed to keep their balance, despite the extreme shaking of the tower and the growing fissures in the floor. All of a sudden, blue liquid-like blobs began to ooze from the floors and harden all around them.

Without warning, a blast of blue energy emerged from the floor behind them and knocked the trio to the floor. Ben was on his stomach with Natsu sprawled out beside him. The brunette clenched his teeth in pain as he sat up. He looked to Erza on his right, who was on her hands and knees.

"We gotta get out of her now before this place blows sky high." Ben grumbled.

Erza groaned before responding, "We can't! The destructive power of this lacrima must be massive. Even if we made it outside we'd still be caught in the explosion!"

Ben took a glance at his Omnitrix and saw that the faceplate was still red. "Damn. And the Omnitrix is outta power. Until it recharges I can't get us out of here."

"By the time it recharges it may already be too late." Erza argued. She closed her eyes and lowered her head in frustration. "NO! It's over!"

"Don't say that!" Ben yelled. "It's never too late. You can't give up now!"

Erza picked up her head and stared at Ben with wide eyes. How could Ben still remain so confident, even in the face of death? It was then she realized that Ben was right. They couldn't give up now. The strong, determined expression that Ben was used to seeing on Erza's face soon returned.

"You're right, Ben. I'm sorry." Erza replied. "But if the blast can't be contained and we can't escape it…what do we do?"

Ben looked around as the tower continued to quake and jets of bright cobalt-colored energy shot out from the floors. "Uh…let me get back to you on that."

Erza gritted her teeth together as she racked her brain for answers. Suddenly, her eyes went wide when she remembered what Jellal had said to her before he tried to sacrifice her.

"The magical energy in this lacrima must be fused with the body of my sacrifice. Once that happens your flesh will break down and reconstruct itself to create Zeref's body."

"That's it!" Erza said out loud, catching Ben's attention.

"What's it?" He asked, confused.

Erza turned to a giant, blue blob on her left and stared at her reflection. 'If I can fuse my body with the lacrima, I may be able to control it and keep it from exploding.' She realized.

Erza stood up from the floor and stepped toward the water-like bubble and placed her right hand against it. 'It's a risk…I'll have to take.' 

She pushed against the blob and sharply gasped when her right forearm was sucked in. 'Good…I was worried it might reject me.' 

Ben stared at this scene in bewilderment and concern. He shakily regained his footing and took a step toward his redheaded friend. "Erza…what are you doing?" He asked, worried.

Erza turned back to him with a sad frown. "I'm sorry; Ben, but I don't have a choice. It's the only way I'll ever be able to stop it."

"What do you mean?" Ben inquired further, a foreboding sense of dread building in his gut.

"If I can fuse my body with the magical energy, I may be able to prevent the tower from exploding." Erza explained.

Alarm and shock swept over Ben's face. If Erza did that, then that would mean she would…

"NO!" He shouted. "I can't let you do that! There has to be another way!"

Erza let out a painful cry as her right arm was sucked into the blue blob.

"ERZA! NO!" Ben ran toward her; however, midway he felt his legs give out as he crashed to the floor. He took a quick glance at the Omnitrix and cursed when he saw that it was still recharging.

"I promise I'll stop it. There's no need to worry." Erza assured with a resolute smile. "I'm determined to save all of you."

Erza let out another painful scream as her entire body, minus her head, was then sucked into the blob-like lacrima. Ben's face twisted with panic and trepidation. "ERZA!"

He frantically crawled on his hands and knees toward the lacrima. Ben mentally cursed from how weak his body felt. It must've been a side effect from transforming into Atomix. His new powerhouse must've drained away most of his remaining strength.

Ben came to a stop right in front of Erza, panting slightly. She looked down at the emerald eyed teen with glossy eyes. "I have to…" she whispered. She pulled her right arm out and gently caressed Ben's face, looking at him with a smile.

"I can't imagine what my life would've been like without Fairy Tail…if it weren't for Natsu and the others…and you, of course. I probably wouldn't be here today." Erza said. "I hope you all know…how important you are to me…I care for you all so much."

Ben gazed at Erza with wide eyes and his mouth gaped slightly. "Erza…" He murmured.

Erza pulled her hand away, still softly smiling at Ben. "That's why…I'm willing to make the ultimate sacrifice. If it means my loved ones will be spared, I'll gladly give my life." She paused and her smile grew brighter. "It was a pleasure getting to know you, Ben Tennyson."

After that, Erza was finally pulled into the blob-like lacrima. Her eyes closed as her body began to drift away in the blue liquid.

"NO!" Ben shouted hysterically, banging his fists against the surface, which felt harder than a rock now. "GET THE HELL OUT OF THERE RIGHT NOW! ERRRRZZZZAA!"

'Ben…watch over everyone…please….keep them all safe.' Erza looked at the brunette with a warm smile. 'I promise…I'll always be by your side.'

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