Chapter 69 - 24-

Chapter 24: Entrapment, Pt 1: And Then There Were 5

Natsu picked Ben up and threw him on his right shoulder, following Makarov out of the building with Erza, Lucy, Gray, and Happy right behind him. The wizards looked on in bafflement and anxiety as the master and Ultimate Team ran out the door. 

The group rushed down the relatively empty streets of Magnolia. A few onlookers looked at them in confusion. 

"Gramps!" Natsu called out. "What's going on? What's wrong with Ben?" 

"There's no time!" Makarov shouted. 

"Uh…isn't the hospital the other way?" Lucy mentioned nervously. 

"We're not going to the hospital. Those doctors won't be able to help him." Makarov stated. "There's only one person I know that can identify that magic inside Ben and possibly cure it." 

The team looked at their Guild master in confusion. Erza's eyes widened when a light-bulb shined in her head. 'Wait…could he mean her?' She wondered. 

Her hypothesis seemed to be proven correct as Makarov led them to a dirt path that led into the East Forest. Erza glanced over to Natsu, who was carrying Ben's motionless form. She gritted her teeth, trying to calm the storm of emotions inside her. 

'Ben…please…stay strong for us…for me.' She thought. 

…

It's remarkable how quickly a situation can take a drastic turn. Sometimes it can be for the better, other times it can be for the worse. Unfortunately, for Ben Tennyson, bearer of the Omnitrix, it was the latter.

Thirty minutes prior, the Ultimate Team had returned from their vacation at Akane Resort. Though they had experienced some complications with the Tower of Heaven incident, they had made it back alive. Of course it didn't take long for a classic brawl to erupt in the new Guild Hall. It seemed like it was going to be just a normal day at Fairy Tail…well…as normal as things can be with a group of rowdy, destructive wizards.

During the middle of the fight however, their powerful, otherworldly member Ben Tennyson had unexpectedly collapsed into unconsciousness; an eerie magical aura could be sensed wafting off of him. Now, the Ultimate Team and Master Makarov were running down a narrow trail that cut into the lush East Forest. Natsu was carrying Ben over his right shoulder while Makarov was in the lead; it was quite surprising how fast the dwarf-sized wizard could run.

The Ultimate Team was confused and apprehensive over Ben's bizarre predicament. Ben technically wasn't a wizard, so how could he have magic inside of him…let alone Dark Magic? The group didn't have time to ponder the mystery as they arrived at a house that was built inside of a large tree.

Without wasting time, they ran up the flight of stone stairs that led up to the front door. As Makarov hastily knocked on the door, Gray asked, "Remind me again why we're taking Ben to her?"

Lucy turned to him, and replied, "The master said that normal doctors would be unable to help him."

"Yeah, but from I remember…doesn't this woman hate…"

Gray was interrupted when the door suddenly opened, revealing a slim and tall elderly woman that had a scowl etched onto her facial features. Her pink hair was tied in a bun on the back of her head by two pins with crescent moon-shaped edges, leaving two bangs of hair to frame her face. She wore a dark green blouse with a tie around the collar, paired with a long matching skirt and simple shoes. Over that, she sported a crimson cape with a wide collar decorated by massive dragon horn-like decorations and edges adorned by white, arch-like motifs.

This was Porlyusica, an expert in healing magical ailments. She was once an active member of Fairy Tail, but now simply served as the Guild's medicinal advisor. She lived in the East Forest secluded from everyone else for her own…personal reasons.

Porlyusica looked at the group with an annoyed frown. "Makarov…" she hissed.

"Porlyusica, we…"

Makarov was unable to complete his sentence as he dodged the end of a broom. Lucy and Happy jumped back and cried out in surprise as the pink haired woman swung her broom mercilessly at the wizards.

"What are all you stinking people doing here!?" Porlyusica yelled angrily, a vein on her temple throbbing. "Go on, SCRAM! Get outta here!"

Yes. The reason why Porlyusica was withdrawn from everyone was due to her hatred for humankind, despite being human herself.

"Porlyusica, wait!" Makarov shouted, sidestepping another swing from Porlyusica's broom. "One of my children, Ben, has fallen ill. He collapsed in the Guild Hall." He paused as he stared at the elderly woman seriously. "I can't identify what sort of magic is ailing him. We need your help."

The healer stopped and narrowed her hardened gaze at Makarov and then turned to Ben, who was still slung over Natsu's right shoulder. Makarov was right. There was a strange magic that had an ominous feel to it coming from the brunette. Though the old woman hated humans, she couldn't turn her back on someone who was sick and in need of help.

"Bring him in." Porlyusica ordered.

The group then stepped into the treehouse. Natsu gently laid Ben on a bed on the right side of the room, per Porlyusica's instructions. They stood on the other side of the room as Porlyusica hovered over Ben, checking his vitals and working on diagnosing his condition.

Ten long minutes of tense silence passed between the Fairy Tail wizards. They looked on with concern and apprehension for their fallen teammate. Makarov sat on a table with his legs crossed and arms folded over his chest. Though Makarov and Erza looked firm and composed, their anxiety could clearly be seen through their façade. Erza's mind especially was in turmoil.

Ever since Ben had returned from peeking into Natsu's dreams he had been acting strange. His quiet and distant behavior and his sudden headaches hadn't gone unnoticed by the scarlet knight. At the time, she was concerned for him; however, she didn't believe that what he was going through was life-threatening. Now, here he was lying unconscious before Porlyusica with a pungent magic flowing off from him.

Erza clenched her fists and gnashed her teeth. 'I should've taken action! As soon as he started having those migraines I should've taken him to get checked, willing or unwilling.' She berated herself. 'Then maybe I could've prevented this…' 

"Don't blame yourself for this, Erza." Makarov interrupted her musings.

Erza's eyes widened as she turned to the old man that had seemingly read her thoughts. Makarov stood at her left with his eyes shut and arms folded over his chest. "What has befallen Ben is not your fault. There is no use in reprimanding yourself over something that none of us saw coming. For Ben's sake, we must stay strong and do whatever we can to help him."

The redheaded warrior listened to the master's words and nodded in understanding. "Yes. Forgive me, master. I-I'm just worried."

Lucy came up and laid a hand on Erza's right shoulder plate. "We all are." She said softly.

"Still can't help but wonder what's wrong with him." Gray noted.

"Aye," Happy agreed worriedly.

Porlyusica furrowed her brows in concentration at the unconscious brunette haired teen. This evil presence resonating from within Ben's mind was mysterious, yet vaguely familiar to the elderly healer. The pink haired woman remained silent as she mulled over Ben's condition.

A moment later, Porlyusica's eyes widened slightly when a possible but fearful answer entered her mind. She walked over to the other side of the room and stopped in front of a bookshelf. After a few seconds of searching through the numerous books on the shelves, Porlyusica finally pulled out a black leather-bound book with ancient runes inscribed in white on the front cover.

The healer opened the book and skimmed through the yellowish-white pages of written runes. Suddenly, Porlyusica stopped when she came across a specific page and read it. Her eyes widened further.

"No…this can't be…" Porlyusica murmured, shocked.

If what she was reading was true, then this young man's situation was even worse than she previously thought.

"Porlyusica?" Makarov spoke out.

Porlyusica lowered her head as the daunting realization of Ben's predicament sunk in. The Fairy Tail wizards looked at the elderly woman in confusion and concern. The tension in the room could be cut by a knife.

"This spell…I've heard rumors of it," the rose haired woman muttered, "tales of its effect on people, but I never once thought I'd ever see it."

The wizards continued to stare at Porlyusica, their bewilderment and apprehension growing by the second.

Lucy managed to speak up and asked fearfully, "W-what spell?"

"This spell is ancient and deadly..." Porlyusica continued. "It has put your friend into a deep coma."

"Coma?" Natsu blinked twice. His eyes then widened when a sudden idea popped into his head.

Natsu ran past Porlyusica and up to the side of Ben's bed and, much to the group's shock, began to shake the unconscious hero roughly by his shoulders. "COME ON, BEN! WAKE UP! SLEEP TIME'S OVER!" He shouted obnoxiously.

Suddenly, Natsu felt an armored fist connect with his head and send him crashing into the wall. Erza gnashed her teeth as a vein on her temple throbbed in ire. "YOU IDIOT! We can't wake him up that way!" She admonished.

"Natsu, Erza, calm down." Makarov ordered firmly. He then turned his attention to the rose haired healer woman. "Now, Porlyusica, could you please enlighten us on this spell?"

Porlyusica ambled back toward the bed Ben was lying in, and was silent for a moment as she narrowed her gaze at the superhero teen. "This is an ancient forbidden spell that is believed to have derived from Dark Magic. It's called…the Entrapment."

The Ultimate Team eyed the old woman strangely whilst Makarov's eyes widened in horror.

"Entrapment spell?" Lucy repeated. The blonde wizard turned to her friends. "Have any of you heard of it?"

Natsu and Happy shrugged in cluelessness while Gray shook his head. "Nope. Never heard of something like that." The latter complied.

"Neither have I." Erza added, equally bemused.

"Porlyusica," the group turned to Makarov whose expression had darkened. "Are you certain of this?"

The healer woman nodded gravely. "I'm afraid so. There's no denying it."

Makarov stood up from the table, his eyes shrouded in darkness. "Then Ben's situation is far worse than I anticipated." He said grimly.

His statement piqued the interest and worry of his "children" further.

"Master?" Erza inquired expectantly.

"The Entrapment is a forbidden spell, much like Abyss Break. It can trap the person it was cast on inside of their own mind." Makarov explained. "It causes the victim extreme emotional trauma by making them live through their worst nightmare imaginable."

The wizards blinked as their mouths gaped slightly in disconcert from this new piece of information.

"This spell is steadily poisoning your friend's mind." Porlyusica specified. "For the spell to run its full course, it must break down his willpower that is trying to fight against it. As Makarov said, the Entrapment spell does so by putting him through a traumatizing simulation."

"Traumatizing simulation?" Lucy stammered anxiously.

"Wait, what happens if it runs its full course?" Gray asked. The Ice-Make wizard had an unsettling inkling of what would happen then, but he wanted to be sure. It appeared that Erza also shared the same concern due to her worried expression.

Porlyusica lowered her head and closed her eyes. This didn't help calm the apprehension rising in the group's stomachs.

"When the Entrapment finally breaks down your friend's will to fight, then I'm afraid that this…will be his deathbed." Porlyusica replied gravely.

The Ultimate Team went cold as they gasped in shock and horror. They were left speechless as they tried to soak in this horrifying revelation. Erza's eyes widened and her mouth was slightly agape in utter trepidation. No. Ben couldn't die. There had to be something they could do.

"I-Is there a cure?" Erza stammered lightly, still trying to recover from the initial shock.

"Yeah, there has to be something that could counter the spell, right?" Lucy implied hopefully.

The wizards looked to the healer with hopeful expressions. Porlyusica merely shook her head in disappointment. "There is a certain potion that could counteract it; however, I'm afraid it will have no effect at this point. The Entrapment is too deeply rooted in this young man's mind. From what I can tell, this spell has been inside of him for the last five days."

Erza's eyes narrowed in thought when she heard this news. If that were true, then the only possible place that Ben could've had this Entrapment spell cast on him was… the scarlet haired knight froze as her eyes widened, a memory playing back in her mind.

"May the darkness of despair ravage your soul, and curse you unto oblivion!" 

That was the incantation to the unknown spell that Jellal had cast on Atomix back in the Tower of Heaven. The realization soon hit her like a bolt of lightning. Her armored fists clenched as her body began to tremble in rage.

"Jellal…" She hissed through gritted teeth.

The team turned to Erza with a mix of surprised and confused visages.

"Jellal?" Gray echoed. "You mean…he did this?"

"How?" Lucy asked.

Erza lowered her head, still seething in rage. "During our battle in the tower, Jellal cast some sort of strange spell on Ben that I've never seen before. I can still remember that mysterious evil energy coursing from it."

Natsu blinked twice until his eyes widened in recollection. "Oh yeah that's right…but…Ben broke free from the spell, didn't he?" He scratched his head, bemused.

"Even if someone were to break free from the Entrapment's initial attack, the spell still remains dormant inside their mind." Porlyusica explained. "The only way for the spell to be reactivated is if the victim experiences a high level of stress and/or depression."

Upon hearing this, the dots began to connect in Erza's head. After witnessing Natsu's memories regarding Lisanna yesterday, Ben was desolate and depressed for his own personal reasons. The pieces were now falling into place.

"There has to be a way to break Ben free from this spell." Lucy declared.

"Yeah, we can't just let him die." Gray inputted strongly.

"Porlyusica is there anything that can be done to save his life? I won't allow one of my children to die, knowing that I didn't take all possible routes in curing him." Makarov stated with deep conviction and a serious visage. He already had to go through the pain of burying one of his children two years ago, and he would be damned if he was going to let it happen again.

The room fell into silence as the pink haired woman lowered her head and her eyes closed in deep thought. Porlyusica later opened her eyes and turned back to the group, her usual frown etched onto her face.

"There is only one possible alternative that could save him." She replied.

The wizards leaned in closer and listened closely. It was so quiet that if a pin were to hit the floor, it would be heard by everyone.

"At this point, the only way to free your friend from the clutches of the Entrapment is for someone to travel into his mind, find his consciousness, and restore his will to live." Porlyusica answered.

A moment of silence passed before Natsu, Gray, Lucy, and Happy simultaneously shouted, "WHAT?!" Blank expressions crossed their faces as their eyes widened.

"Go into…" Lucy trailed off.

"…his mind?" Happy finished.

"How is that even possible?" Natsu questioned.

Gray, Lucy, and Happy simply looked away from Natsu and whistled innocently, considering that they had witnessed Ben go into Natsu's mind yesterday. The Fire Dragon Slayer was still unaware of that by the way.

"There is a spell in this book," Porlyusica held up the black book in her hand, "that can send a person or a group into someone's mind by converting their bodies into magical power. But, if you all decide to do this, you must know…if your friend dies while you are inside of his mind…then I am afraid you will all perish as well."

The room fell into another moment of tense silence as the Ultimate Team processed this information. Their newfound friend, who they had really come to like and accept as one of their own, was nearing death's door and the only way to save him…was to travel into his mind and find his consciousness. In addition, if Ben's willpower was to break and the Entrapment killed him while they were still inside his mind, then they would die too.

It certainly wasn't something to be taken lightly. However, with the Grim Reaper growing ever closer to Ben, they were left with no choice. He was their friend and teammate, and he needed their help more than ever. They all knew that he would do the same for any of them. Erza knew this firsthand.

Erza lifted her head and stared at Porlyusica with a determined expression. "Nevertheless, I'll do it." She stated strongly. "Ben is my friend and he has risked his life on several occasions for me. I'll gladly put my life on the line to rescue him."

A toothy grin grew on Natsu's face as he punched his open right palm. "Count us in too!"

"Yeah," Gray stepped forward with a smirk and his hands in his pant pockets. "Don't think you're gonna be doing this alone, Erza."

"Aye," Happy chimed. "We're the Ultimate Team and we gotta stick together."

Lucy smiled and nodded in agreement. Though she was nervous at the idea of going into this life-threatening situation, she brushed it aside. Their friend was in grave danger and needed their help more than ever.

Makarov closed his eyes and smiled, proud of his children's resolve to save their teammate despite the dangers. It was just another thing that separated Fairy Tail from other magical Guilds: the strong bonds and comradery his members have with each other.

Porlyusica turned to the master of Fairy Tail to see if he approved. "Makarov?"

The balding old man hummed in contemplation for a second before he opened his eyes, giving the Ultimate Team a firm look. "If this is the only way to save Ben, I won't stand in your way. However, just know that failure is not an option. Both Ben's and your own lives are at stake here."

"No pressure," Lucy sweat dropped nervously.

A determined expression crossed Natsu's face as he held up his clenched fists. "Don't worry gramps! We're not gonna fail! We'll save him." He proclaimed.

"For once, flame-brain is right." Gray commented. "We're not gonna sit around and let Ben die knowing that we could've saved him."

Erza curtly nodded, wearing a resolute visage.

"Very well," Makarov turned to the pink haired healer. "Porlyusica, if you could hand me that book, I'll cast the spell."

Porlyusica nodded and handed the onyx book over to the Fairy Tail master. She then turned to face the four wizards and flying cat. "I must warn you, there is only a limited amount of knowledge I possess regarding the Entrapment. It's impossible to tell what you may see in there. However, once you have entered his mind, the Entrapment will soon sense your presence and devise methods to stop you."

The group paused and looked at Porlyusica, bemused.

"What do you mean?" Lucy inquired.

"You saying that this spell is…alive?" Gray questioned.

The pink haired woman shook her head. "Not entirely, but it is semi-aware. The Entrapment is somewhat like a virus, and viruses will fight back against the body's immune system which in this case…is all of you."

The team understood what Porlyusica was saying, except for one pink haired Dragon Slayer.

"Huh?" Natsu remarked, a question mark over his head.

Gray sighed, annoyed. "Don't bother trying to explain it to him. It's a waste of time."

Natsu glared at his rival, flames igniting over his body. "What are you trying to say, streaker?" he growled.

An icy-blue mist cast off Gray's body as he glared back at Natsu. "What do you think, dragon breath?" He retorted.

Before things could escalate between the fire and ice wizard, Porlyusica slammed her broom into their heads, causing them to greet the floor up close. This was kind of a surprise since the job for breaking up Natsu and Gray's fights usually belonged to Erza.

"KNOCK THAT OFF! NO FIGHTING IN MY HOUSE!" She roared.

"Scary…" Lucy muttered.

"You two need to get serious." Erza growled, a tick mark throbbing on her forehead.

"Ugh…aye…" they groaned as they steadily recovered from the blow to their heads.

Makarov looked at the book, read it for a few seconds, and then turned back to the team. "For this spell to work, you all need to be close together."

The wizards nodded and awkwardly huddled together. Makarov stood up from the table and held the book with one hand and held out his other hand toward the Ultimate Team.

"One last thing," Makarov spoke in a firm tone, "should Ben take a sudden turn for the worst, I will be forced to use a counter spell to extract you all from his mind. So don't mess around in there."

"Wait, what do you mean extract us? You saying we're not gonna be able to save him?" Natsu snapped.

Makarov clenched his fist and glared at the Dragon Slayer, making him flinch back slightly. Erza was about to reprimand Natsu for snapping at the master, but stopped when she noticed the pained look on the master's face.

"I don't like it any more than you do. It's bad enough that I may lose yet another child today…" He paused and lowered his head, choking back a sob. The old man lifted his up and looked at the team sternly. "…but I'll be damned if I lose all of you as well. My position is firm. If Porlyusica tells me that Ben is about to die, I will abort the mission. Period."

Erza, though stoic on the outside, was feeling a storm of emotions brew within her. They had truly been put on the spot. Ben's life was in their hands and if they failed…the Fairy Queen clenched her armored fists. NO! No matter what, she would not allow Ben to die today. She was going to save him, no matter the cost!

Erza returned her attention to the master and nodded. "We understand, master."

Makarov nodded and closed his eyes to concentrate. A moment later, golden-colored magic power began to appear around the elderly wizard's left outstretched hand. The magical power accumulated higher and higher by the second. The Titan wizard opened his eyes, which were now lit a bright golden-white.

He chanted an unrecognizable phrase that, in fact, happened to be from an ancient language. All of a sudden, before the four wizards and cat could blink, their bodies shined with bright yellow-white light. Remarkably, their physical forms disappeared and transformed into five energy tendrils.

Natsu's was fiery orange, Gray's was white, Lucy's was gold, Happy's was blue, and Erza's was scarlet. The five multi-colored energy tendrils flew over to Ben's unconscious form and went into his head. The scene was similar to water being soaked up into a sponge. A few seconds later, the streams of magical power that were really the Ultimate Team finally disappeared into Ben's head.

Makarov closed the book and sat back down on the table. He lowered his head and closed his eyes, giving a silent prayer for his children's safety and hope for their success.

…

The Ultimate Team groaned as each of them felt a knot twist in their stomachs. Getting converted into magical energy was definitely not a pleasant experience. They opened their eyes and were met with quite a surprising sight.

They appeared to be in an endless greenish-black void filled with emerald clouds. Floating freely throughout the green nebula were tens of thousands of bright specks of light that strongly resembled stars. The ones that were closer could be identified as bright white bubbles.

In the distance was an onyx storm cloud with amethyst lightning raging within it. They noticed that the storm seemed to be growing and encroaching closer toward their position. Another odd thing the wizards noticed was that they were indeed standing on solid ground, even though said ground was invisible.

All in all, the scene itself was quite peculiar and ominous in a sense.

"So…what is this place?" Natsu voiced.

"No clue." Gray replied, looking in every direction. "Is this supposed to be Ben's mind?"

Lucy flinched when she saw a bolt of purple lightning flash from the black storm far away. "This place is creepy!" She squealed.

"Are you saying that Ben is creepy?" Happy wondered.

"Speaking of Ben, how are we going to find him out here?" asked Gray.

"I have no clue." Erza admitted.

"HEY!" Natsu shouted out into the void. "BEN! WHERE ARE YAH MAN?!"

"WE'RE HERE TO SAVE YOU!" Happy yelled, flying next to Natsu. "ARE YOU OUT HERE?!"

The team remained quiet and listened for any possible reply, but they received nothing. The only sounds that broke the tense silence were the cracking of purple lightning and the roaring thunder in the black storm clouds beyond.

"Nothing…" Gray muttered. "Guess we should've known it wasn't going to be that easy."

Lucy lowered her head in thought. "Where could he be?" She wondered.

Erza took a few steps forward and gazed out into the greenish-black void. "He has to be out here somewhere. We need to get moving. Time is running out."

"Right," Gray nodded.

As Lucy, Gray, and Happy proceeded to follow Erza, Natsu stopped and looked to his right. Floating a meter above the imperceptible ground was one of the many white bubbles that were floating throughout the void. Curiosity got the better of the Dragon Slayer as he sauntered over to the white sphere. He stood in front of it and eyed it strangely.

"Huh," Natsu scratched his head, "I wonder what this thing is supposed to be."

The pink haired wizard outstretched his right hand and proceeded to poke it. Meanwhile, with the others, Happy quickly noticed that Natsu wasn't in the group and looked back.

"Hey, what's Natsu doing?" Happy asked.

The group stopped and looked back to see their pyromaniac teammate proceeding to poke a white glowing bubble. This immediately set off alarm bells in the wizards' heads.

"Natsu!" Erza yelled as she rushed back to him, with the others following behind her. "Do not touch that!"

"Seriously!" Gray added. "We have no idea what those things are!"

"Huh?" Natsu said blankly, but not before his right index finger made contact with the bubble.

The Dragon Slayer jumped back when he felt an electric jolt enter his body. Suddenly, the white bubble began to shine brighter, causing him to take a few cautious steps back. Before Natsu could ponder this new development any further, an armored fist struck him in the head for a second time.

"IDIOT!" Erza shouted angrily. "WHAT DID I SAY?!"

"Uh…Erza…" Lucy said timidly, pointing at the luminous sphere.

The Ultimate Team stopped what they were doing as the white bubble shined brighter and brighter, forcing them to shield their eyes. All of a sudden, a bolt of green lightning fired from the orb and struck the ground a few meters before them.

When the flash died down, standing before them where the lightning struck was a six inch tall, grey-skinned humanoid with a bulbous head, green eyes, and black lines for pupils. It wore a green robe with a black line going down the center and silver gauntlets and shoulder-pads. It also had four grey growths on its face that resembled a beard, giving him a sage-like appearance.

The Fairy Tail wizards were unable to speak as they stared at the small creature with dumbfounded looks. The being looked up at the group with a stern yet somewhat annoyed expression.

"I see you all are here. Hmph,"the creature spoke in a gruff voice. It paused as it stroked its beard-like growths, "this is quite unexpected but not unprecedented."

Lucy was the first to break the team's silence by commenting, "He's so tiny!" Her eyes widened to the size of saucers.

Gray blinked. "Who is this guy?" a thoughtful look then crossed his features. "And why does he look familiar?"

"Oh, I know!" Happy exclaimed. "That's the form Ben used to defeat Natsu with that neuro grip thingy."

Natsu folded his arms over his chest and huffed indignantly. "Don't remind me."

"Oh yeah…" Gray smirked from that memory. "How could I forget?"

Erza stepped forward to the small amphibious creature. "Excuse me, but may I ask who you are?" She inquired politely.

"Indeed you may, Miss Erza Scarlet."

The group's eyes widened slightly. How did he know her name?

"H-how did you…"

"You are all friends of Ben."The being interrupted Erza. He then started pointing to each member of the group. "You are Natsu Dragneel, the hotheaded buffoon that has a tendency to destroy things."

"Hey!" Natsu shouted, offended.

"You are Gray Fullbuster, the ice wizard that has an issue with losing his clothes."He paused to sigh, exasperated. "Such as right now…"

"What are you-" Gray stopped when he noticed he was suddenly in his boxers. "CRAP!"

"You are Lucy Heartfilia, the most normal behaving person in Fairy Tail, but will occasionally experience sudden bouts of anger."

"Huh?" Lucy remarked, stunned.

"Ooh! What about me?" Happy asked eagerly, flying close to the small being.

The individual sighed before answering, "You are Happy, a flying blue cat that has a rather odd obsession for fish and for Ben's transformation, Rath."

"WHOA!" Shock plastered across Happy's face. "How did he know all that?"

'"Everyone knows that, Happy." Lucy deadpanned, a sweat drop falling down her face.

"You are all the new friends that Ben has made in his stay at Fairy Tail."The creature continued. "So, it's only natural to assume you are all here to rescue Ben from this rather odd phenomenon that's attacking his mind."

"Whoa," Lucy muttered, impressed. "Great guess."

Gray stepped forward with a serious visage. "Okay, Tiny, spill. How do you know so much about us?"

"It's my business to know. I am a manifestation of Ben's subconscious after all."

"What?!" the Ultimate Team yelled simultaneously, shocked. They certainly weren't expecting this. This little guy was supposed to be Ben's subconscious mind?

"Wait…what's a subconscious?" Natsu asked dumbly.

The little being sighed in exasperation before it explained, "A subconscious is a part of your mind that is not in focal awareness. Since the conscious mind can only contain a limited amount of information, the subconscious acts as a storehouse of one's knowledge and prior experiences."

"Huh…" Natsu stared at the manifestation blankly, confused.

"He's saying that the subconscious is basically a part of your mind where old memories are stored. Am I correct?" Erza inquired.

The small creature nodded. "Smart girl." He complimented.

"Geez Natsu," Gray groaned, "how stupid can you get?"

Natsu glared back at his rival. "Watch it, ice bastard." He seethed.

"Who's gonna make me, scaly?" Gray retorted, shooting him a cold glare.

"Boys…" Erza said venomously, a deadly purple aura casting off her body.

Natsu and Gray immediately separated and smiled brightly. "Aye, aye! We're perfectly fine!" They replied in unison.

"Hang on, if you're Ben's subconscious, then why do you look like Grey Matter then?" Happy asked.

"I have taken the form of Azmuth, the creator of the Omnitrix, and the smartest being in five galaxies."The manifestation of Ben's subconscious corrected. "As for why I look like this, I figured it would be more appropriate than taking Ben's form."

"Wait, creator of the Omnitrix?" Erza repeated.

She was intrigued by the appearance of the creator of Ben's Omnitrix. But when she thought about it, it did make sense. She remembered Ben telling her that Grey Matter's species was the smartest race back in his universe. It would make sense that the inventor of his watch would be one of them.

"Smartest being in five galaxies?" Lucy added, cocking a brow.

Natsu curiously picked up Azmuth and held him like a doll, examining him in a fascinated manner. "Yes. Galvans, the name of this form's species, are the most brilliant minds in the universe." Azmuth had enough of being held and bit Natsu's finger, causing him to let go and yelp out painfully. The manifestation jumped away from the Dragon Slayer and into Erza's armored hands. "We also have very sharp teeth."

"So what do we call you, Ben's subconscious?" Happy asked.

"Ooh, how about, Subby?" Natsu suggested.

"That's lame." Gray remarked.

Azmuth sighed in vexation. "Just call me… Azmuth. That will make things much simpler."

"Azmuth," Erza inwardly admitted it felt surreal talking to Ben's supposed subconscious; however, she shook it off and refocused. "This unknown force that is ailing Ben is called the Entrapment spell, and it is trying to kill him. We need you to take us to Ben's consciousness so that we can save him."

Azmuth sighed, dejected. "I'm afraid it's not that simple."

"Huh? What do you mean?" Gray questioned, confused. "You're Ben's subconscious. Can't you just take us to him?"

The apparition shook his head. "Normally I could, but this Entrapment spell has cut off all direct access to the conscious mind."Azmuth paused as he tapped his chin in thought. "However, there is one other alternative, but it will be dangerous."

The group leaned in and listened closely. "And that is?" Erza urged him to continue.

Azmuth looked and pointed up to the greenish-black void. "You see those bright spheres of light floating everywhere around us?"

"Yeah, what are those? I thought they were stars until Natsu touched one of them." Lucy said.

"Those are actually gateways to memories."Azmuth explained.

"Memories?" Gray echoed.

Azmuth nodded. "The only method that is available to reach Ben's consciousness is to take a certain route through Ben's memories."

"I don't see how that is dangerous." Natsu deadpanned, folding his arms over his chest.

The "creator of the Omnitrix" turned to the Dragon Slayer with an irritated look. "I'm getting to it. The Entrapment spell is most likely already becoming aware of your presence here and will soon send resistance to stop you during our trek. As for how it will, I am afraid I do not know."

"Then its best we stop wasting time talking and get a move on now." Gray recommended. "There's no telling how long Ben has, so if we're gonna save him, we gotta do it fast."

"Very true," Erza agreed stoically.

Natsu, Happy, and Lucy nodded determinedly.

Erza looked back at Azmuth with a resolute expression. "Azmuth, if you could please guide us in this journey, we will handle any opposition we may encounter. You have my word that we will not fail and we will save Ben."

A small smile crossed the manifestation's lips. Though these characters were weird in their own way, the conscious mind still had an excellent choice in friends.

"Very well," Azmuth hopped off of Erza's hands and ambled toward the white glowing sphere a few meters in front of them. The subconscious manifestation tapped the bubble's surface, which caused it to turn a bright green. "If you would please follow me,"He requested as he jumped it into the bubble and disappeared into it.

"He disappeared!" Lucy cried, surprised.

"He did say that those things were gateways to Ben's memories." Erza mentioned as she sauntered toward the bubble and stepped inside.

Natsu glanced over to Gray and smirked. "Bet I'll beat you to it!" He then broke off in a sprint toward the green orb.

"Oh no way in hell you're beating me!" Gray yelled as he ran after the pink haired pyromaniac.

The fire and ice wizard simultaneously leaped into the bubble and vanished.

Lucy sighed, exasperated. "Even in a situation as serious as this those two always find time to be competitive with one another."

"Aye!" Happy chirped, flying toward the orb. "You better hurry Lucy or else you'll get left behind."

"No! Wait for me!" The blonde mage shrieked.

Happy entered the emerald sphere with Lucy leaping into it behind him. The Ultimate Team's quest through Ben's memories had begun.

…

After being blinded by an emerald flash, the Ultimate Team blinked a couple times as they quickly regained their bearings. Traveling through that gateway made them feel a bit fuzzy, oddly. They looked around to see they were in a forest. Nighttime was encroaching as the sun began to set as a few twinkling stars shined in the sky. A cascade of red and orange had been cast across the late evening sky, but was obscured by the woods.

"Whoa…so…where are we?" Lucy asked, scanning the area.

Natsu sniffed a couple times and arched a brow. "That's odd. I can't smell anything. Not even the trees."

The group turned to the Dragon Slayer incredulously. Hearing that Natsu's nose couldn't pick up on anything was quite surprising.

"Seriously? Not anything at all?" wondered Gray.

Natsu shook his head. He walked up to a nearby tree and put his nose up against it to try and pick up any kind of scent from it, but discovered that his head went straight through the tree…as if it were intangible.

"Whoa!" Natsu waved his hand through the tree, watching it pass through it as if it weren't there. "Hey, I can't touch it."

The others saw this and tried touching the trees, only to discover that their hands phased right through the trees as well.

"Neither can I." Lucy said.

"Me too." Gray added.

"Same here." Erza voiced.

"How come we can't touch anything?" Happy asked.

"That's because it's not really there."A familiar, gruff voice answered. The team turned around to see "Azmuth" sitting cross-legged on a head high branch. How could he touch the tree? "This is simply a memory. Right now, you are like ghosts, unable to touch or manipulate anything." he paused and touched his chin. "The concept might be too hard for you to comprehend."

"Huh?" Natsu remarked, clueless.

The subconscious apparition sighed deeply. "I rest my case."

"No. We understand it perfectly. It's just Natsu who can't get it." Gray deadpanned.

"HEY!" Natsu yelled indignantly.

Erza ignored the pink haired wizard and stepped toward the subconscious manifestation. "Azmuth, if this is a memory, then where is Ben?"

Azmuth answered by pointing forward. The group of wizards looked in that direction to see a brown haired boy walking down a forest trail. He wore a white short-sleeved shirt with a black strip going down the center that stretched around his collar, a pair of dark green cargo pants, and white/black sneakers that resembled the ones they had seen Ben wear. One thing that slipped through their notice was that his left wrist was devoid of a certain powerful device.

It didn't take long for the wizards to recognize the boy. "Whoa. Is that…Ben?" Lucy said, awed.

"Looks like it." Gray commented.

"He looks like a kid." Natsu observed.

"Maybe that's because he is a kid, flame-brain." Gray sweat dropped.

Erza's eyes widened slightly as she stared at the brown haired boy. Only one thing crossed through her mind for that split moment. 'So cute…' 

Realizing what she was thinking, she shook her head and snapped out of her musings; however, a little bit of pink still tinted her cheeks.

"In this memory, Ben is ten-years-old."Azmuth mentioned.

Erza looked back at the subconscious apparition with a thoughtful visage. She could recall that that age in Ben's life was significant for some reason. But why? What happened? She could not remember.

Lucy walked forward to get a better look at little Ben, who was walking along the forest trail with his hands in his pockets and a frustrated expression on his face.

"Aw man…this is gonna be the worst vacation ever." Ten-year-old Ben complained. "I might as well have gone to summer school." 

"He seems upset. Does anything happen in this memory?" the blonde mage inquired, curious.

Azmuth nodded. "Indeed. This is a very important moment in Ben's life. In fact, this…is where it all began."

The Fairy Tail wizards looked at the manifestation with curious expressions. What was that supposed to mean? Suddenly, Erza's eyes widened slightly as a possible answer appeared in her mind. 'Could he mean that this is when…' 

Ben stopped walking and looked up. The team followed his gaze to see a streak of reddish-orange light shooting across the sky.

"Whoa…" Ben marveled, "a shooting star." 

All of a sudden, to the astonishment of the Ultimate Team, the meteor pulled a ninety degree angle and was now heading straight for Ben.

"WHOA!" Happy gaped. "It changed directions!"

"How did it do that?" Lucy said, shocked.

Ben's eyes widened in shock and fear as the streak of light expanded into a fireball, coming straight for him. He let out a yelp as he turned on his heels and ran as fast as he could. The wizards were forced to shield their eyes as the meteor crashed into the ground right behind Ben, creating a bright conflagration. Chunks of earth and a dust cloud from thrown up from the force of the impact.

"What the hell?!" Gray remarked.

The Fairy Tail wizards ran out from the woods and toward the newly formed trench forged by the falling star. At the end of the smoking furrow, they could see a remarkably unharmed Ben lying on his stomach. Ben got up unscathed and walked toward the edge of the smoking crater where he looked down into it. The Ultimate Team followed his gaze and saw a large segmented sphere that was glowing red from entry into the atmosphere.

"Looks like a satellite or something." Ben noted.

Natsu scratched his head, a question mark appearing over him. "What's a satellite?"

"I guess they're like the Satellite Square, yah know the weapon that shot the Etherion blast at the Tower of Heaven." Gray explained.

"Oh yeah," Natsu remembered.

"I believe Ben told me his world was more technologically advanced than Earthland." Erza mentioned. "It's only right to assume his world has satellites as well."

Ben laid his hands on his knees and hunched over, trying to get a closer look into the hole. Without warning, the earth beneath him crumbled away and caused him to fall into the crater.

"YAAAHH!" Ben cried out as he slid into the trench.

Young Ben quickly got up and calmly looked at the silver, metallic orb. Suddenly, steam slipped out from the interlocking plates of the sphere as it split open. A beeping sound was heard as a green light emanated from the inside of the container.

Ben and the Ultimate Team peered into the sphere to see a strange, bulky watch lying in the center. A dial rested in the center, only it had no numbers or hands, but rather a green angular hourglass symbol. The wristband appeared to be comprised of a thick, blackish-grey material. It had two green buttons on both sides, and four white pipes that extended from the dial and around the rest of the watch. A faint glow shined from the dial and bathed the newly forged crater in an emerald color.

When the team spotted the hourglass symbol on the watch's faceplate, their eyes widened in realization. This memory was about Ben getting…

"A watch?" Ben said absentmindedly. "What's a watch doing in outer space?" 

Ben smirked as he stretched out his left hand to pick up the device and examine it. Shockingly, the watch lunged out of the sphere, opened up, and clamped down on Ben's left wrist; much to the wizards' surprise.

"AAHHH!" Ben screamed, frantically shaking his arm. "GET OFF ME! GET OFF! GET OFF!" 

The brown haired boy grunted as he tried to pull the watch off, but to no avail. In his panic, Ben lost his balance and fell on his back. He got back up and climbed out of the crater, making a mad dash into the forest.

"Grandpa!" He yelled.

The Fairy Tail wizards followed after the young boy down the trail.

"I knew there was something important about this age in Ben's life. This is when he found the Omnitrix." Erza mentioned.

"More like it found him." Gray corrected. "Did you see how it changed course in the sky like that earlier? How did it do that?"

"Who cares? I wanna see what happens next." Natsu proclaimed eagerly.

A few minutes later, they found Ben in the middle of a small clearing with a stick in his hand; shoving it under the watch and trying to get it to come off. However, his attempts proved fruitless when the stick broke off. Ben groaned in aggravation and fell to his knees.

Ben turned his attention to the watch and unknowingly pressed a button on the side of it. He was caught off guard by an electronic beep and when the dial popped up. He looked around to see if anyone was watching, of course he couldn't see the Ultimate Team that was standing at the edge of the clearing. As young Ben turned his gaze back to the watch, the hourglass symbol shifted into a diamond shape that had a black silhouette of a humanoid on fire.

"Cool!" Ben commented.

The Ultimate Team watched as Ben placed his index finger on the faceplate. At that moment, Erza could see the young boy's eyes widen in wonder as he pressed down the dial. The group was forced to shield their eyes as Ben was engulfed in the familiar green light they were used to seeing.

When the light died away, standing in Ben's place was the fiery humanoid form known as Heatblast. Only one difference caught Erza's watchful eye, and that was the color of the Omnitrix on his chest: the hourglass was white instead of green.

Heatblast took one glance at himself; a horrified expression crossed his flaming face. "AHHHHH!" He yelled in a deep, raspy voice. Seeing his new flaming rock body increased Ben's anxiety by the second. "I'M ON FIRE! I'M ON FIRE! AHHHHHH!" The boy-turned-Pyronite began running around in panic.

The group of wizards watched the amusing scene with mixed looks. Natsu, meanwhile, looked on in confusion.

"Huh? I don't get it. Why's he freaking out?" Natsu wondered, clueless.

"This is the first time Ben ever transformed, Natsu." Erza answered.

"Yeah," Lucy added, "anyone would freak out if they suddenly got transformed into a flaming rock monster."

"Geez, even you should've been able to figure that one out, hothead." Gray mocked.

"What'd you say, icicle?!" Natsu yelled heatedly.

Before a fight could break out between the fire and ice wizards, the team's attention was regained by Heatblast as he ceased his running. "Hey…" he calmed down and looked at his fiery body, clenching his fists in relief. "I'm on fire and…I'm okay. Check it out. I'm totally hot. Ha-ha-hah!" He chuckled from his own pun.

A few rounds of exasperated groans came from the Ultimate Team. Erza closed her eyes and grinded her teeth together in mild frustration. 'Even when he was a kid he was still making puns?' She inwardly sighed. 'Some things just never change, do they?' 

A roguish smile grew on the Pyronite's face as he glanced back at a tree. "Oh yeah" He turned to face the tree and stood in a wide stance with his arms ready at his sides. "Uh huh." He held out his right hand with his index finger pointing out, giving it the shape of a gun. "Here goes…" 

He discharged a small fireball from his fingertip, which blasted through the tree trunk and left a smoking hole in it.

"That's what I'm talking about." Heatblast commented. He brought his hands together and formed a bowling ball-sized fireball. "Liking it." 

Caught up in the moment of his newfound abilities, Ben threw the fireball behind him and it easily went straight through three trees. But, as a result, those trees burst into flames.

Heatblast's empty eye sockets went wide in alarm when he realized what he had done. "Wait! Stop!" 

Naturally, the fire ignored Heatblast's pleas as it spread from tree-to-tree. He ran toward the epicenter of the newborn forest fire and started stomping his foot on the flaming ground. However, his fire-wreathed feet did nothing to stop the spread of the inferno.

"Aw man. I'm gonna get so busted for this." Heatblast said nervously.

"He set the forest on fire?!" Lucy shrieked, wide-eyed.

"Why did he do that?" Happy said.

"He didn't mean to. Ben was so excited in discovering his powers, he acted without thinking." Erza answered calmly.

"Huh? Kinda reminds me of what Natsu does on a daily basis." Gray noted.

The group expected a rebuke from the Dragon Slayer, but after a few seconds, received no reply. They turned to see Natsu running straight toward the center of the forest fire. An impish grin was plastered across his face as he looked around at the blaze.

"Alright dinner, come to papa!" Natsu reared back his head and tried consuming the fire, but was met with negative results. The pink haired wizard paused, confused why he couldn't eat the inferno as he usually could. "Hey! What gives?!"

"And this only proves my point further." Gray groaned, crossing his arms over his chest.

"Are you an utter buffoon?" a pompous voice demanded.

Natsu turned to see Azmuth sitting on a head-level branch on his right, looking at him with an annoyed expression.

"Were you not paying attention to what I said earlier?" the subconscious mind added.

The rest of the group walked up to the duo. "He most likely wasn't. He is Natsu." Gray voiced.

"I've always been able to eat fire. Why can't I eat this fire?" Natsu demanded.

The manifestation sighed deeply. "This is merely a memory. You cannot touch or alter anything."

"So…is that why we can't feel the heat from the fire?" Lucy wondered, taking note of the growing blaze around them and how it wasn't affecting them.

Azmuth nodded, "Yes. It works both ways. Whatever happens in these memories cannot touch any of you as well."

"Oh, I see." Happy said.

The team's attention was drawn back to the growing forest fire. A few flaming trees collapsed around Heatblast, who was stomping the fire on the ground relentlessly.

"This would be so cool if it weren't so…not cool." Heatblast commented.

Before anyone could comment, a little girl came into view. She wore white shoes and pants, and a light blue shirt with a dark blue cathead design on the front. She had shoulder length orange hair and green eyes that matched Ben's. She was carrying a red cylinder device that was shooting a stream of white foam, which extinguished the flames on contact.

As the orange haired girl walked around snuffing the flames, she unknowingly shot Heatblast. The Pyronite yelped in surprise and turned around to face her. The girl paused and looked up at the fire monster blankly before letting out a high-pitched scream.

"AAAAAHHHHH!" 

Heatblast held out his hands in a placating manner. "Look, I know I look weird. But there's no reason to be scared."

Suddenly, the girl jumped up and slammed the butt of the fire extinguisher into Heatblast's face, which sent him careening back. He flipped in midair and landed on his stomach a few meters away.

The Fairy Tail wizards eyes widened in shock, impressed by what the girl did.

"Whoa! She sent him flying!" Happy remarked, wide-eyed.

"Who is that girl?" Gray asked. "She must be strong if she can knock Ben back like that."

"That would be Ben's cousin, Gwen." the subconscious mind answered.

"I see. Ben mentioned her when he was telling us of his past adventures." Erza recalled.

"But why'd she hit him?" Lucy wondered, still surprised over the girl's strength.

"She didn't know that was Ben at the time." Azmuth explained. "If a being made of molten rock and fire walked up to you, what would you have done?"

Natsu tapped his chin a couple times before grinning brightly. "I would ask to try some of that fire."

As Heatblast lifted himself off the ground, he was greeted by a stream of white foam. The flames were extinguished, revealing his rocky-rounded head. When he finished coughing up the foam, he looked at Gwen with annoyance as his head reignited.

Gwen stood in front of Heatblast with the hose of her fire extinguisher aimed straight at him. "I don't know what you are, but you'll stay down there if you know what's good for you." She threatened.

Heatblast grinned mischievously and pointed his hand toward Gwen's feet, causing a tiny flame to ignite on her shoe. Gwen squealed in surprise as she stumbled back on one leg and sprayed the white foam on her shoe.

Natsu couldn't suppress his laughter from this scene. "Ha-ha-ha! Oh wow! That was a good one, Ben." He laughed.

"Aye sir!" Happy agreed, laughing along with his buddy.

Without warning, Lucy smacked Natsu upside the head. "What's with you? He set her foot on fire!" She snapped. "That's not funny!"

"I thought it was funny." Happy chimed.

"No one asked you, yah stupid cat!" Lucy retorted.

Erza blinked. She was a bit surprised from Ben's childish actions; however, since he was only ten-years-old she knew it was to be expected. She remembered Ben telling her of how immature and cocky he used to be, and now she was witnessing it firsthand.

Once the flame on her shoe was extinguished, Gwen glared back at Heatblast and held the fire extinguisher over her head. "I warned you." 

"Don't even think about it, freak." Heatblast mocked.

Gwen paused as her eyes widened in recognition. She lowered the fire extinguisher and looked at the fiery humanoid in moderate shock.

"Ben? Is that you?" She questioned, awed. "What happened?" 

"Well," explained Heatblast, "when I was walking, this meteor fell from the sky and almost munched me. Except it wasn't a meteor or a satellite, but this cool watch thingy that jumped up on my wrist, and when I tried to get it off I was suddenly on fire. Only it didn't hurt as I was accidentally starting this mega forest fire." 

The Ultimate Team sweat dropped from Ben's explanation.

"He can sure explain things in a hurry." Lucy commented.

"Aye," Happy agreed.

"Gwen!" Suddenly, an old man with short gray hair and rotund figure ran into view. He wore brown boots, blue jeans, and a white t-shirt with a red Hawaiian button-up shirt over it. "Are you al-" He stopped and gawked at Heatblast. "What in blazes?" 

"Hey grandpa, guess who?" Gwen remarked.

"It's me, grandpa." Heatblast greeted, waving his hand at him.

"Ben?" Grandpa Max said, surprised. "What happened to you?" 

"Well, when I was walking this meteor-" 

The boy-turned-Pyronite was interrupted by a nervous Gwen. "Um, excuse me, major forest fire burning out of control. Remember?"

"What do we do?" Ben asked, turning to the growing inferno eating away at the forest.

Max glanced at the forest fire with a thoughtful expression. He then looked back at Ben, and answered, "Backfire. Start a new fire and let it burn into the old fire. They should snuff each other out. Think you can do it, Ben?" 

"Shooting flames, I can definitely do." Heatblast replied, smirking.

"I can shoot flames way better." Natsu grumbled.

"Sure you can." Gray retorted dryly.

The Ultimate Team followed Ben as he sprinted into the blaze. They were still a bit surprised by how they could easily walk through fire without getting burned, except for Natsu who was immune to being burned.

They stopped and watched as Heatblast stood at the edge of a section of unburnt woods. He held out his left arms and fired a stream of flames at the trees, creating a second forest fire. Heatblast smiled as the two fires burned into each other, and grew smaller and smaller from the decreasing oxygen in the air.

Without warning, the Ultimate Team was caught off guard as their surroundings became distorted and started to fade away into darkness.

"Whoa. What's happening?" Gray asked out loud.

"This memory is over." the subconscious manifestation answered, who was standing right behind the group.

Gray, Lucy, and Happy jumped in surprise from Azmuth's sudden appearance.

"It's time to move on." The subconscious continued impassively.

"To another memory?" Erza inquired.

"Another step closer to finding the conscious mind and saving your friend," the subconscious replied.

"I have a question. Why do you refer to Ben as another person? You're his subconscious so aren't you technically a part of him?" Lucy questioned.

"Yeah, that does seem kinda weird." Happy added.

Azmuth sighed deeply. "Calling myself Ben would only make things more confusing for you people. That is why I took this form instead of Ben's and I refer to him as another person."

"I guess I can understand that." Lucy replied.

"Huh?" Natsu uttered, a question mark appearing over his head.

"Forget it, Natsu." Gray groaned. "You wouldn't wanna strain that tiny brain of yours."

"What'd you say, ice stripper!" Natsu snarled, a fiery aura engulfing his form.

An icy blue mist cast off of Gray as he glared back at the Dragon Slayer. "You heard me, pinky. Just stay quiet and let us handle the thinking because you're obviously not good at it!"

"ENOUGH!" Erza commanded, pushing the duo apart.

"Aye!" Natsu and Gray squealed fearfully.

All of a sudden, a bolt of lavender-colored lightning flashed above the group. It was followed by the low rumble of thunder, making everyone pause. They looked up to see black storm clouds growing over them, with mauve lightning flashing through the clouds.

"What the heck is that?" Natsu asked, confused.

Azmuth's eyes widened. "It's here." He turned back to the wizards with a slightly apprehensive expression. "I suggest you all save your strength. You're going to need it."

"Why? What's happening?" Lucy inquired uneasily.

Suddenly, the darkness began to lift as the scene around the group contorted and took shape. Within a flash, the Ultimate Team was now standing in a street in the middle of a small, desert town. The town was old, to say the least. The wood that made up the few buildings was rotten and sunbaked, and the water tower that towered over the town was on its last legs. Beyond the town was a vast rocky desert landscape.

The team glanced around, confused of their surroundings.

"Where are we?" asked Natsu.

"Dunno," Gray replied.

Lucy glanced around until her eyes spotted an engraved sign hanging above the entrance to a building.

Slaterville Saloon 

"Slaterville?" Lucy read.

"Never heard of it," Happy commented.

"It's in Ben's world…of course you've never heard of it." Gray deadpanned.

"Yo, little subconscious guy, what is this place?" Natsu inquired; however, the Dragon Slayer was met with silence.

He looked around to see that Ben's subconscious manifestation or "Azmuth" was nowhere in sight.

"Huh? Where'd he go?" Happy questioned.

"He was just here." Lucy added.

Natsu sniffed around, and then huffed in frustration. "Dang! I can't smell anything around here."

"Well, this is just a memory. So it would make sense that you can't smell anything, right?" Gray said unsure.

Thunder snapped the group out of their musings. They looked up to see the dark clouds from before swirling above them, lavender lightning striking randomly. Wind began to blow through the area, throwing up dust and dirt into the air.

Erza asked the question that was on everyone's mind. "What is that?"

Without warning, a couple bolts of purple lightning rained down from the black clouds and struck the ground about twenty yards away from the team, followed by a blinding light. The wizards were forced to shield their eyes from the spectacle.

When the light faded, standing before the group were two strange individuals. One was a humanoid wearing purple armor with black shoulder pads, chest plate, and helmet. On its black face plate were four purple lines that represented its eyes and mouth. On its waist was a black belt with purple pouches.

The second figure was the strangest. It was a fiddler crab-like being covered in golden brown-colored armor, a sideways mouth, four scythe-like legs, and a large, powerful pincer for a left hand. It had orange lines running down its body and its eyes were a bright purple.

The Ultimate Team blinked and stared down at the two armored beings peculiarly, which were looking at them with seemingly emotionless expressions. Thunder rumbled in the background as the storm clouds swirled overhead. However, it was hard to tell since one's face was covered by a mask and the other's was made of metal.

Finally, the moment of silence was broken by Gray. "Whoa…what are they?"

Natsu and Happy both blinked and then ran over toward the two metal beings for a closer look. The former stood in front of the golden crab-like figure while the latter flew in front of the purple armored humanoid. Natsu saw his reflection on the robot crab's armor and grinned impishly. He and Happy then began making faces at the two creatures, followed by shooting raspberries at them.

The other wizards looked at the duo, dumbfounded by their antics.

"What's the matter with you two!?" Lucy yelled indignantly.

"C'mon Lucy, it's not like these guys can do anything." Natsu replied, tapping the crab's chest-plate.

Happy flew above the purple armor clad humanoid and landed on top of its head. "Yeah, they're not real." He added, smiling.

Lucy paused and shot wide open from a realization. "Wait…if they're not real, then how are you touching them?"

Natsu stopped and blinked, taking Lucy's words into stride. He turned around to see the metal crab's purple eyes bearing down on him. Suddenly, within the blink of an eye, the crab stretched out its large pincer and grabbed him by the face. Natsu groaned in pain as the pincer squeezed his face tight.

The others eyes widened, stunned by this sudden turn of events.

"You're as arrogant as you are dimwitted." The crab stated in an annoyed tone.

The golden crab reared back and tossed the Dragon Slayer through a wooden building with a loud crash.

"NATSU!" Happy shouted, flying off of the humanoid's head.

All of a sudden, two little gray-skinned arms poked up from the being's shoulders and each was armed with two blasters.

"Hsiloof tac!" It uttered in an incomprehensible language.

The blue cat laughed nervously, and then flew away screaming. The amethyst-colored anthropoid fired a few rounds of red energy blasts. Happy dodged the attacks but felt an energy ray graze his tail, leaving a scorch mark.

"OWWY!" Happy cried.

When he hid behind Lucy, the armor clad being ceased firing. Erza, Gray, and Lucy gaped at the two metal individuals, dumbstruck.

"What?! But…how they'd touch them?" Gray asked, flabbergasted.

"I thought nothing here could hurt us." Lucy added fearfully.

"That's right. Nothing in this person's mind can harm you…except for us." The golden crab mocked.

Erza narrowed her eyes at the duo, gritting her teeth in anger. "You two are manifestations of the Entrapment spell." She stated, rather than asked.

Gray, Lucy, and Happy turned to the redhead with curious expressions.

"Manifestations?" Gray repeated.

"You mean like how Azmuth is a depiction of Ben's subconscious?" Lucy inquired.

Erza nodded. "Porlyusica and Azmuth both warned us that the Entrapment would try to stop us."

"Ha! I'll have to hand it to yah…you're quite clever…for prey that is." The metal crab taunted. "When we sensed you popping up into this mind out of the blue, we knew that you were here to stop us; however, you'll be greatly disappointed." 

"Oh yeah," Gray took off his shirt and threw it away, taking up a fighting stance. "How do yah figure, crabby?"

"tnedifnoc elttil stnur, t'nera yeht?" The amethyst figure said.

"Yeah," the golden crab replied, "but they're about to learn who the real hunters are." 

Natsu stepped out from the hole in the building he crashed through, suffering only a few minor scrapes. He turned his gaze to the two metal figures and glared venomously at them. "You just made a big mistake, crab legs! You have no idea who you're messing with!" the Dragon Slayer yelled.

"I was just about to say the same thing." The crab countered, narrowing its purple, malevolent optics at Natsu.

"If Ben's subconscious is representing the creator of his watch, then who are these guys supposed to be?" Lucy pondered.

"Ha-ha-hah. Glad you asked, blonde. You see, we've been doing more than merely traumatizing this poor bastard. We've been delving through his memories and discovered that this Ben Tennyson has faced a lot of enemies over the years. I've taken the form of Kraab," Kraab then motioned to his companion, "and this is Sixsix." 

"Ben's enemies?" the blonde wizard repeated.

"I see." Erza understood. "It's starting to make sense now. The Entrapment embodiments are taking the forms of the enemies that Ben has faced throughout his life to fight us."

Natsu ignited his right fist with flames. "So what?! We're Fairy Tail wizards! We're not gonna let a couple of tin cans stand in our way. Right guys?"

"Aye!" Happy agreed.

Erza, Lucy, and Gray nodded in agreement.

"You two metal punks are going down." Gray proclaimed steely, an icy mist casting off his body.

If Kraab and SixSix had facial expressions, they both would be sneering. "What lovely trophies for this hunt. Eh, Sixsix?" Kraab jeered.

"Deerga." Sixsix replied.

"Re-quip!" Erza's body was shrouded in golden-white light. When it died away, she was now adorned in her Heavens Wheel Armor and wielding two swords. "Gray, you and I will handle Sixsix. Natsu, Lucy…"

"We got crab face!" Natsu interrupted. "Got it!"

Gray and Erza broke off to face Sixsix while Natsu, Lucy, and Happy stayed behind to face Kraab. The Dragon Slayer grinned roguishly as he lit both of his fists on fire.

"Man, dude, you put the 'ug' in ugly." Natsu remarked.

"Surrender now and I won't hurt you…much…before your death." Kraab threatened, snapping his pincers for emphasis.

"Not a chance!" barked Natsu. "Besides, I'm hungry and I could go for some seafood right about now."

"Leave some for me, Natsu!" Happy called out enthusiastically.

"He's made of metal!" Lucy screeched indignantly. "You can't eat him!"

Apparently, the pink haired wizard ignored Lucy as he shot fire from the soles of his feet, which propelled him toward Kraab. "I'm gonna burn you to a crisp, crabby!" He cocked back his flaming fist. "Fire Dragon Iron…" 

All of a sudden, Kraab's legs began to spin very fast, and like a drill, he burrowed into the ground right before Natsu's fist could hit him. Natsu's eyes widened as he passed over where the golden crab once stood. Without warning, Kraab popped up from the ground behind the Dragon Slayer and grabbed him with his left pincer.

He turned around and slammed Natsu into the desert floor hard, causing cracks to form. The pink haired wizard coughed up a bit of spit from the impact. Still keeping his grip on Natsu, Kraab spun his upper body in place and spun Natsu around like a merry-go-round. The flame wizard's motion sickness was immediately activated as his face turned green and his vision became blurry.

"Oh no!" Happy cried. "He figured out Natsu's weakness!"

Kraab released Natsu and sent him crashing into the ground right in front of Lucy and Happy. The former kneeled by his side and helped him sit up.

"Natsu!" Lucy yelled worriedly.

"What a pathetic excuse for prey." Kraab scorned.

He held out his left pincer and fired a golden beam at the trio. Lucy and Happy screamed as the former picked up a sick Natsu and lunged to the side to avoid the beam, which struck the ground and sent up dirt and rock.

Meanwhile, Erza and Gray were in a standoff with Sixsix. The tension between them was so palpable it could be cut with a knife.

"Ym stnenoppo era a dekan-flah epa dna a lrig ni a ycnaf sserd? Citehtap!" Sixsix articulated in his native tongue.

"I have no idea what you just said." Gray admitted. "But coming from you, ugly," he got in a stance and placed his right fist in his open left palm, "I won't take it as a compliment."

Suddenly, within a second, Sixsix activated his jetpack and launched himself into the air. He drew out his twin blasters and extended his laser tentacles from his back. A bombardment of red energy beams were fired at the ice mage and re-quip knight.

"Ice-Make: Shield!" Gray yelled, summoning a large fan-shaped, crystalline barrier of ice in front of him.

Most of the rays were reflected, but a few broke through; however, Gray was quick to jump back before they hit him. Erza, on the other hand, hovered in the air and amazingly deflected the energy blasts with her twin swords. Not even a single blast grazed her. Though Erza was skillfully repelling the energy blasts, Gray went on the offensive to take the heat off of her.

"Ice-Make: Lance!" an bluish-white magic circle appeared in front of Gray, and a barrage of icy lances shot out at the bounty hunter.

Sixsix veered his laser tentacles and blasters away from Erza and shot the incoming lances. When the attack stopped, the bounty hunter extended his left arm and a rocket launcher popped up. Four missiles emerged and sped toward Gray. The ice mage quickly summoned another shield; however, the missiles shattered the ice on impact and sent Gray flying back.

He yelled out in pain as he careened back a few meters with a few scrapes and burns. 'Damn…' Gray hissed inwardly. 'Those explosives are powerful…' 

Erza snarled at the bounty hunter for hurting her teammate, and retaliated. The redheaded knight summoned a dozen magical swords. "Dance, my blades!" She commanded, which made the blades rotate around her rapidly. "Heavens Wheel: Circle Sword!" 

The swords took a disc formation and were launched straight toward Sixsix. The manifestation turned to the incoming swords and threw a couple of red-colored energy discs. As a result, the blades shattered and the tiny fragments bounced off his armor.

Erza's eyes widened briefly before they narrowed. 'His weapons are more powerful than I anticipated. I'll need to take this more seriously.' She realized.

Lucy screamed as she narrowly avoided an energy beam directed at her. Happy came down and grabbed her by the back of her shirt and flew her away from the cybernetically-enhanced Piscciss Premann.

"Thanks, Happy." smiled Lucy.

"Lucy," Happy groaned, feeling his arms shake. "I can't hold onto you for much longer. You're too heavy…"

"SHUT IT, YAH STUPID CAT!" the blonde yelled, a vein throbbing on her forehead.

"Yes. I love it when my prey tries to run." Kraab commented as he aimed his giant pincer at the flying cat and Celestial wizard, ready to shoot them down.

"Leave them alone!" Kraab turned to see Natsu charging straight at him with rage-filled eyes. "Your fight's with me, crabby!"

"Didn't I already dispose of you? I'll be sure to put you down for good this time." Kraab said sinisterly.

The bounty hunter blasted a gold ray at Natsu, which the latter leaped over at the last second. "Fire Dragon Wing Attack!" Golden flames ignited around Natsu's arms and took the shape of a pair of dragon wings, which struck the ground where Kraab was standing.

Natsu landed and looked up to see if he hit his target. When the smoke cleared, he saw a gaping hole in the ground. Suddenly, Kraab burst from the ground behind Natsu and smacked him away across the street.

Natsu rolled on the ground a few times before he came to a stop. He quickly returned to his feet and glared back at the golden crab-robot, snarling. "Okay, that's it!" He reared his head back and inhaled deeply, his cheeks puffed out more than a normal human's should. "Fire Dragon Roar!" 

A torrent of fire ripped out of Natsu's mouth; however, Kraab's legs spun rapidly as he dug into the earth before the flames could hit him.

"Dammit! Why don't yah just stay still!?" Natsu yelled.

All of a sudden, Kraab broke through the ground right under the Dragon Slayer's feet and had his upper body trapped in his pincer.

"And what? I'm just supposed to take your attacks?" retorted Kraab. "I may be a manifestation, but I'm not stupid!" 

Kraab reared back his right arm and punched Natsu straight in the face, sending him careening back to Lucy and Happy.

"Natsu!" Lucy ran to Natsu's side while Happy flew over him. "You okay?"

"Fine…" he grunted.

He narrowed his gaze at Kraab, who was sauntering toward them. "Easy prey," He remarked.

"Wait…this guy can dig into the ground. Doesn't one of your spirits have digging powers too, Lucy?" Happy inquired.

The blonde wizard eyes widened as she smiled brightly. "Oh yeah, you're right!"

Lucy pulled a key off her key ring and held in front of her. "Open, Gate of the Maiden: Virgo!" 

With the sound of a bell, a curvaceous pink haired maid with shackles on her wrists emerged from the ground. Virgo bowed respectively at her master.

"You summoned me, princess?" Virgo asked politely. "Do you wish to punish me?"

"Another one?" Kraab said, confused. "Well, the more the bloodier." 

"No! Virgo, I need you to take down crab-cake over there!" Lucy ordered, pointing at Kraab.

"As you wish," replied Virgo, her eyes glowing red.

Without warning, Virgo disappeared into the earth and just before Kraab could take aim at the Fairy Tail wizards, the pink haired maiden erupted from beneath him and sent him flying into the air.

"WHAT?!" Kraab shouted, genuinely shocked.

Virgo reared back her chains and whipped them in an X-shape formation across the robotic crab's chest, sending him crashing back to the ground. Natsu grinned as he rushed in, summoning flames around his hands, and leapt at Kraab who was steadily recovering.

"Fire Dragon Iron Fist!" The Entrapment embodiment was too slow to react as he received a flaming right hook to the face. Kraab went careening back with a scorch mark on his armor. "Let the real hunt begin!" Natsu quipped.

Gray, meanwhile, dived to his right to avoid a few rounds of laser fire directed at him. He got in a stance and summoned an icy mist over his hands. "Ice-Make: Arrows!" a crossbow of ice appeared in his arms. Gray held it up and fired a barrage of icy arrows at his opponent.

Sixsix swiftly deployed a crimson energy whip and slashed at the frozen projectiles. But doing so left the manifestation open for an attack by the Fairy Queen herself. Erza soared by the bounty hunter and slashed an X-shaped pattern on his chest.

As she flew away, she yelled, "Heavens Wheel: Scattered Petals!" 

A bombardment of silver-whitish glowing swords rained down on a surprised Sixsix, and sent him smashing into the ground. While he was down, Gray ran toward his adversary and jumped toward him.

"Ice-Make: Hammer!" A giant ice hammer appeared in his hands, which he reared back over his head and prepared to bring down on Sixsix.

The genetically mutated Sotoraggian activated his jetpack and thrust forward just before Gray's hammer could pulverize him. Sixsix flew back into the air and turned to his opponents, but only saw Gray.

"Erehw si eht deahder?" Sixsix uttered, glancing around to locate Titania.

"Hey, eyes on me, tin can!" Gray shouted. "I'm your opponent!"

"Ice-Make: Lance!" a salvo of lances shot out from Gray's magic seal.

The purpled armored alien skillfully flew around the attacks and destroyed the rest with a deployed energy-made blade. He disengaged the sword and took out his twin blasters and extended his tentacles, firing an onslaught of energy blasts at the raven haired teen.

Seeing the incoming attack, Gray acted quickly. "Ice-Make: Block!" A large block of ice appeared from the mist in front of the ice mage.

The glacial block held strong for a brief moment; unfortunately, the powerful energy weapons broke through. Gray cried out as he went tumbling back, rolling across sand and rock. The ice-make wizard shut his eyes and clenched his teeth. He had to admit that those blasts stung like hell; nevertheless, he had taken worse. Before Gray could get up, a shadow loomed over him. He looked up to see Sixsix hovering over him with his left blaster aimed straight at his head.

"Eybdoog, namwons!" Sixsix mocked; his weapon priming up.

However, much to the bounty hunter's confusion, a small smirk grew on Gray's lips. Then, out of nowhere, Erza appeared behind Sixsix, now clad in her Flight Armor and equipped with two blades.

"You left your backside open. Not smart." Erza commented.

Titania slashed her swords into Sixsix's jetpack, thus tearing apart wiring and mechanisms. As a result, Sixsix blasted forward and was propelled into the sky uncontrollably, a trail of smoke in his wake. The bounty hunter had fallen right into Erza and Gray's trap.

While the latter kept Sixsix distracted, the former snuck up behind him and delivered a crushing blow. Sixsix then began to boomerang back to the scarlet haired knight and onyx haired wizard.

"I got this." Gray stated confidently. He placed his hands together, and a magic circle appeared under his feet; when he separated his hands, a large bazooka appeared in them, which he then aimed at Sixsix. "Ice Cannon!" 

The cannon discharged a powerful icy blast straight into Sixsix's torso, and sent the bounty hunter reeling back. The manifestation smashed through the wooden leg of an old water tower and smacked into the ground on the other side.

Kraab snarled as he continued firing at Virgo, but the maiden effortlessly eluded the attacks by sidestepping them or digging underground. She crouched low and leapt into the air, and then wrapped the ends of her chains around Kraab's pincer and arm. Amazingly, Virgo pulled back and lifted Kraab into the air.

Natsu jumped up and wreathed his legs in fire. "Fire Dragon Talon!" He sent a powerful flaming kick into Kraab's midsection, which sent him smashing back into the ground, creating a shallow crater.

The manifestation's armor was scorched, dented, and torn apart in areas with sparks flying out of the damaged parts. Kraab slowly returned to his feet and glanced at Natsu and Virgo, who just landed right in front of him.

"You…have…forgotten your place. You are prey and I…am…the hunter." Kraab articulated weakly.

"The only prey here is you, crabby" Natsu retorted. "I told yah I was hungry, and I could go for some charred crab legs right now."

"That does sound delicious." Virgo admitted, smiling.

"Aye!" chimed Happy.

"Don't encourage him!" Lucy yelled indignantly.

"Even if you defeat me, there's still no escape for you. You and the friend you're trying to save are as good as dead." Kraab proclaimed, bringing up his pincer to shoot the pink haired duo.

Virgo acted quickly and swiped her chains at Kraab's pincer, causing him to shoot to the side. The maiden then kneeled down and placed her hands on the ground, bright yellow light shining momentarily.

"Spica Lock!" Virgo chanted.

Suddenly, many boulders erupted from the earth and encased Kraab within a rocky sphere, with lightning shooting out from the cracks. When Virgo released her hold, the rocks and Kraab fell back to the ground; however, a certain fire wizard was not done.

Natsu blasted flames from the heels of his feet and launched himself at Kraab like a rocket. "Fire Dragon Sword Horn!" He rammed directly into Kraab's abdomen section with a lot of force.

The manifestation was sent careening back and crashed through another leg of the water tower that Sixsix had collided into previously. With a loud smack, the robot crab smashed into the ground right to the left of an unconscious Sixsix. The two remaining legs of the water tower creaked and finally splintered away. The structure leaned toward the bounty hunter duo and collapsed on them with a great splash.

The Ultimate Team met up in the center of the street after ending their respective fights. Gray found his shirt and put it back on as Erza re-quipped into her Heart Kreuz Armor.

"That went well." Gray commented.

Erza nodded in agreement. "Yes. Thankfully our opponents were not that strong."

'I fear that may not be the case next time.' Erza dreaded.

"Thanks for the help, Burger." Natsu grinned.

"My name is Virgo, and you are welcome." The Zodiac Spirit replied.

"Thanks, Virgo. You were awesome out there!" Lucy expressed, smiling.

"Would you like to punish me, princess?" Virgo asked.

Lucy sweat dropped. "Uh…no…I'll just send you back." She waved her key and closed the gate, sending Virgo back to the Spirit World.

"Hey! Look!" Happy pointed in the direction where Kraab and Sixsix had landed. The wizards looked and were quite befuddled to see that the two manifestations were nowhere in sight. "They're gone!"

"What? But…where they'd go?" Lucy wondered fearfully.

"They have been defeated and are of no concern anymore." A voice spoke out.

Lucy and Happy cried out from the sudden voice. The Ultimate Team turned around to see Ben's subconscious manifestation, Azmuth, standing a few feet from them.

Natsu stepped forward and glared at the Galvan. "Hey! Why'd you ditch us back there?" He demanded.

"And why didn't you tell us we would be fighting forms of Ben's enemies?" Gray added.

Azmuth remained impassive, and explained, "In order, I would've been no help in the actual fighting, so my presence earlier was unneeded. And I warned you that the Entrapment spell would try to stop you. Apparently taking the form of Ben's enemies is their strategy in that regard."

"Well," Lucy started, "we beat them. So, we won, right?"

Azmuth shook his head, and clarified, "No. This is only the beginning. Kraab and Sixsix, the two that you just fought, are some of the first villains that Ben defeated when he was ten."

The group's eyes had widened in shock from this realization. "Wait! He beat those guys when he was only ten?!" Gray demanded, making sure he heard right.

The subconscious nodded. "Indeed," he paused to touch his chin, "though he did have to get his butt kicked a couple times before he managed to use his Grey Matter form to defeat them."

"He beat those guys with Grey Matter!?" Lucy repeated, shocked.

This shocked and impressed the team of wizards. Though Kraab and Sixsix were certainly not the strongest opponents they had faced, they were no pushovers. And the fact that a little brainy being like Grey Matter defeated them made their victory less impressive.

Erza shook her head from her musings, a determined expression cast over her face. "None of that matters now. All that matters is saving Ben." She stated.

The rest of the group turned to Erza with determination and nodded in response.

"I couldn't agree more. But we must hurry. Time is running out." Azmuth replied ominously. He could feel the negative energy of the storm in the sky growing stronger by the minute. It was only a matter of time before the Entrapment made its final move, and then that would be the end.

The subconscious mind summoned a white sphere in front of the group. Without wasting a moment, the Ultimate Team sprinted into the bubble and into another memory from the life of their shape-shifting comrade.

…

A groan escaped from the depths of his throat as his eyes began to weakly flutter open. All he could see was a blur, a mix of black and gray. He could feel his entire body throbbing in soreness. As he awakened, he could tell that he was lying on his back on a flat surface. When his vision refocused, he could see dark storm clouds accumulating above him, with purple lightning flashing through it.

Ben Tennyson groaned as he weakly sat up, clutching his aching forehead. He stood up and looked around, confused upon seeing nothing but darkness. The only light source his eyes could pick up was the amethyst flashes of lightning from the clouds above.

'Where am I? How did I get here?' Ben wondered.

The last thing Ben remembered was walking into the new Guild Hall with his team and the all-out brawl. After that, everything was a blank. What had happened?

The roar of thunder snapped Ben from his thoughts as he turned to the sky. The clouds started to spin in front of him as if a tornado was about to form. Suddenly, as if Zeus himself had thrown it, a purple lightning bolt came down from the center of the vortex. It struck the nonexistent ground a few meters in front of Ben, forcing him to shield his eyes.

When the flash died down, the brunette lowered his arms and gazed at the spot where the lightning had struck. A moment passed before the teen's eyes were able to distinguish a figure in the darkness. It had a humanoid shape and appeared to be around his height. Ben could tell that whoever or whatever it could be was wearing a coat and its hands were tucked away in its pockets.

The figure turned and stepped out of the perpetual darkness, his footsteps echoing ominously. When the individual stepped into the faint light, Ben's eyes jolted open from shock and incredulity.

"No…it can't be…" Ben muttered. He could feel his heart-rate steadily increasing.

The figure smirked and chuckled darkly, amused by Ben's alarmed expression. "Surprised to see me…Ben?" the unknown individual spoke in a charming, though sinister male voice.

"This can't be…you're…you're…" the emerald eyed teen stuttered, unable to form a coherent sentence.

"Anything is possible in here, Ben." The figure claimed; his wicked smirk growing. "Did you really think you'd get away unpunished after what you did?" 

Ben gritted his teeth and narrowed his eyes resentfully at the figure. "Don't act like you didn't have it coming." He snarled.

The dark character snickered sinisterly. "Oh, I don't mean what you did to me. I'm talking about that poor girl." 

Ben cocked a brow in confusion; however, his eyes sharply widened when he realized what the opaque figure was implying. "No…" he whispered, "how do you…"

"I know many things about you, Ben Tennyson." the figured sneered.

The jacket-wearing teen lowered his head and clenched his fists, his body starting to tremble. "What do you want?"

The figure grinned maliciously as he waved his hand in front of Ben. All of a sudden, four glowing purple chains shot out from the darkness and clamped onto Ben's wrists and ankles. Ben suppressed a cry as the chains crossed his arms behind his back rather painfully and forced him to his knees.

The shady individual calmly sauntered to the chained up teen hero, an ominous aura casting off of him. He kneeled down to Ben and leaned toward his left ear. "I'm here to set you free from all that pinned up guilt and inner turmoil…forever." The figure whispered menacingly. "But first, let's take a trip down memory lane. Shall we?" 

Then, the chained up Ben Tennyson and the cloaked figured disappeared in a purple flash.