Ben 10 in Equestria

by Syeekoh

Rating: everyone
Tags: My Little Pony: Friendship is Magic, Other, Queen Chrysalis, Adventure, Crossover, Human, Main 6
Length: 3211

Ben Tennyson crash lands in Equestria.

Fluttershy discovers a weird creature that crash-landed in her yard. However, when the creature turns into a human before her very eyes, little does she know that she's in for a wild ride!

Published 2014-02-22 23:40:02 UTC
Last updated 2014-02-22 23:40:02 UTC

Prologue: Crash Landing

Fluttershy was out feeding the chickens in the chicken coop.

“Hello, my babies, how are you?” She asked them. They clucked happily. “Do you have any eggs for me today?” Just then she heard a loud crash behind her, which caused her to hide behind the chickens. They started lightly pecking at her, urging her to check out the disturbance.

Fluttershy nodded. “Oh, o-ok, if you really want me to…” The chickens clucked angrily at her, causing her to jump up and exited the chicken coop.

Outside, Fluttershy saw a crater. She shivered and approached the crater, inching towards the edge. Inside she saw a most strange creature that kind of looked like a red manta ray with a weird insignia on its chest groaning in pain. She immediately rushed in, noticing as she approached it that its eyes appeared to be burned out.

“Oh my, we need to get you inside…”

“No...need…” the creature weakly said.

“Nonsense, you’re coming inside with me!” she said resolutely as she draped the creature over her shoulders and carried it inside.

Fluttershy propped the creature onto her sofa and began mixing up a healing salve.

“You know, you don’t really have to do that,” the creature said.

“Don’t be silly, I’d do this for any injured animal!” Fluttershy replied.

“No, seriously, you don’t have to do that. Watch!” He then slammed the insignia and was bathed in a green glow, causing Fluttershy to shield her eyes. It revealed a hairless ape wearing a white hoodie with a green “10” on it, khakis, and black sneakers on the ends of its feet, as well a a weird wristwatch. Fluttershy let out a keening screech, at which the creature, upon laying its eyes on Fluttershy, which were apparently healed, screamed as well. Fluttershy kicked up the table and hid.

“W-what are you!?” Fluttershy squeaked.

The creature, having gained control of itself, stood up and brushed itself off. He then raised an eyebrow. “You mean you don’t recognize me?”

“N-no,” Fluttershy said weakly, “w-why sh-should I?” The creature frowned at that, then sighed. He lifted up the table, then knelt down, offering a hand.

“I’m Ben Tennyson.” Fluttershy stared at the proffered hand. Ben gave a weird stare at Fluttershy. “Wielder of the Omnitrix?” Fluttershy stared some more. “Savior of the universe?” Fluttershy kept staring. “Friend to all aliens?” Ben sighed, then grabbed Fluttershy’s hoof gently, shaking it. Fluttershy was still staring. “What’s your name?”

“F-fluttershy,” she squeaked, “and it’s v-very n-nice to m-meet you, B-ben…” and then fainted. Ben raised an eyebrow at that.

“Huh. Never had that happen before..let’s get you into bed.” He then picked Fluttershy up and put her in her bed, drawing the covers over her. He then pulled up a chair and sat down next to the bed. He then held his wrist out and said, “Omnitrix, scan life form.”

A yellow sweep emerged from the watch, scanning Fluttershy’s passed out form. “Scan completed,” the watch said in a female voice. Ben smiled at that.

“Alright!” Ben then turned the dial on the watch, selecting a pegasus from it. He then slammed down on the watch, a green light overtaking him. It then revealed a pegasus stallion with a green coat and a brown mane and tail. He hopped off of the chair and stood to look in the mirror, admiring his new form. He then noticed a tattoo of the watch on both sides of his butt. “Huh, that’s interesting…” and then he trotted over to Fluttershy, prodding her with a hoof.

Fluttershy’s eyes flitted open as she regained consciousness, revealing a green pegasus with a brown mane. She then started shrieking.

“Who are you and how did you get into my house!?”

The stallion raised an eyebrow, then hit his head with his hoof. “It’s me!”

“You?”

“Ben. Ben Tennyson!”

Fluttershy’s eyes widened at that. “B-but how did you…”

Ben chuckled. “It’s my Omnitrix. With it, I can turn into any alien I want!”

Fluttershy frowned at that. “But we’re not aliens.”

“Of course you are. Or I guess we both are, to each other.”

Realization dawned on Fluttershy. “You mean...you’re not from this PLANET!?”

“And the last horse crosses the finish line…” Ben said as he chortled.

“You mean to say that that other thing you were was an alien too!?”

“Yep!” Just then, a bunny hopped in. Ben stared weirdly at it.

The rabbit hopped into Fluttershy’s forelegs. “What? Do you not have bunnies on your planet?”

“No..we do.”

Fluttershy started scratching the bunny behind the ears. “So what’s the problem?”

“It’s just that...that shouldn’t be possible.”

Fluttershy glared at Ben. “Why not?”

“Never mind. My cousin Gwen could explain more easily.”

Fluttershy frowned at that. “So...what are you doing here?”

Ben sighed. “I was escaping Vilgax-”

“-Vilgax?”

“Yeah, he’s a big bad - kind of my sworn nemesis, actually - as Jetray - the alien you discovered me as - when I was hit from a blast from his warship. It burned out my eyes, so I just picked a direction at random, went into hyperspeed, and I sorta crash landed in your yard.” Ben blushed at that. “Sorry about that, by the way. Collateral damage seems to follow me wherever I go.”

Fluttershy nodded at that, still stroking the rabbit. “I see. Does this Vilgax know where you are?”

Ben shook his head. “No. He’d have no way of following me at that speed.” Ben then sighed. “So I guess your planet is safe for now.” Fluttershy shuddered at that.

“Jetray?” She finally asked.

“Yeah, that’s what I like to call him. I guess I should come up with a name for this alien as well…”

“Well, we’re called pegasi…”

“Nope. Too girly.” Fluttershy frowned at that.

“What’s wrong with girly?”

“Nothing. It just doesn’t fit me. Benpony? Nah, sounds like something a corporation would use as a placeholder.” A flash shined in Ben’s eyes. “I got it!”

“What?”

“Soarhorse!”

Fluttershy gave Ben a weird stare. “You realize that we’re not horses…”

Ben nodded. “Yeah, but it’s catchy.” The rabbit gave Ben an evil glare.

Fluttershy clucked her tongue at the rabbit. “Now Angel, he’s just being creative. No need to get angry with him.”

Ben’s stomach then growled. “I’m hungry. You have any bacon here?”

“What’s bacon?”

“Cured pig meat!” Ben said, licking his lips.

Fluttershy’s eyes widened. “PIG!? You mean, you eat MEAT!?” and then fainted.

Ben facehooved. “Jeez, I was just looking for something to eat…”

Attack!

Ben was following Fluttershy into town, in his Soarhorse form.

“Now where are we going again?”

Fluttershy smiled. “We’re going to my friend Twilight’s house. She’ll know what to do with you.”

Ben glared at Fluttershy. “What do you mean, ‘know what to do with me? And why do you all have such girly names?”

Fluttershy shot a glare back at Ben. “Well, we are mares.”

“Oh. Ok. As long as there aren’t any boys named Caramel…”

Fluttershy blushed. “We DO actually have a stallion in Ponyville by that name…”

Ben smacked his head. “Of course you do. And Ponyville? Why did you call the town Ponyville? That’d be like me naming a town Humanville!”

“You don’t have any towns named Humanville?”

Ben blushed. “Actually, there was this one town I saved named Humansville in Missouri…”

Fluttershy giggled. Ben shot a glare at Fluttershy. “What’s funny about that?”

“Well, we have a province named Maressouri just south of here.”

Ben raised an eyebrow at that. “Seriously? Maressouri?” He then shook his head. “That’s one heck of a coincidence.”

“I know, right? Anyway, we’re here.”

Ben looked around. “I don’t see a library...just a huge tree with windows…”

Fluttershy giggled. “That IS the library, silly!” She approached the door and knocked on it. A purple alicorn opened it.

“Hey, Fluttershy!” She said, looking behind Fluttershy at the green pegasus behind her. “Who’s your new friend?”

“His name is Ben-”

“-Soarhorse.”

Fluttershy shook her head and turned back to Ben. “It’s ok, Ben. She’s a friend.” She turned to the purple alicorn. “So, this is Ben, and he needs help getting home, Twilight.”

Twilight raised an eyebrow at that. “That’s sad and all...but why do you need me for that?”

“I’ll have Ben explain that once we’re inside...your laboratory.”

Twilight shook her head. “Ok, Fluttershy...and Ben. Come inside."

The three ponies stepped inside the house, greeted by Spike. “Hey, who’s your new coltfriend, Fluttershy?”

Fluttershy blushed at that. “Ben is not my coltfriend!”

Spike stared at the green pegasus. “Ben..weird name for a stallion. Well, I’ll leave your three to whatever you’re doing while I prepare lunch.” He then walked into the kitchen.

The three ponies stepped into Twilight’s windowless laboratory. Twilight then turned to Fluttershy and asked, “Alright, what’s so secret that you couldn’t show me in the main area?”

“You’ll see,” Fluttershy said. She then looked at Ben and nodded at him. He smiled and tapped the insignia on his flank, creating a green flash, revealing the hairless ape from before. Twilight staggered back in shock.

“What is this...I don’t even...WHAT ARE YOU!?” Twilight got out.

Ben extended a hand out to Twilight Sparkle. “Hi. I’m Ben Tennyson. Nice to meet you.” Twilight fearfully extended a hoof to his hand, him grasping and shaking it. “Can I scan you?”

Twilight smarted at that. “Scan me?”

“Yeah, it’s a painless process where I add your DNA to the Omnitrix. I did it to Fluttershy when she was sleeping.”

“HEY!”

Ben giggled. “It didn’t hurt, did it?”

Fluttershy looked down. “I...guess not.”

“See, she didn’t mind!”

Twilight raised an eyebrow at that. “Fluttershy’s a bit of a pushover.”

Ben frowned. “C’mon! Like I said, it’s painless! Besides, I’d love to have wings AND a horn!”

Twilight frowned. “Ok...you can scan me.”

Ben grinned. “Ok! Omnitrix, scan life form!” The yellow beam sweeped across Twilight’s form.

“Error: Detecting mixed breed. Scanning Unicorn now,” and the beam did another sweep. Ben frowned at that.

“Aww…” he said.

Twilight frowned at that as well. “I suppose it’s because I wasn’t born an alicorn...but at least you have the option to use magic now!”

Ben stared at Twilight. “Magic?”

Twilight nodded. “Yeah, try it on!”

Ben nodded and spun the dial to highlight the unicorn, then slammed the dial down. Instantly, a green flash of light swept over the lab, revealing a green unicorn stallion with a brown mane and tail.

Twilight looked on in awe. “What magic does THAT?”

Ben grinned. “It’s not magic. It’s science! Anyway, why does the Omnitrix symbol appear on my butt?”

Twilight blushed at the coarse word used. “It’s replacing your Cutie Mark.”

Ben looked wide-eyed at her. “Jeez, does everything have a girly name around here?”

Twilight glared at Ben. “Alright, now let’s try a simple spell…”

Ben held a hoof up to shut up Twilight. “Wait! I have to think of a name first!” Ben then sat on his haunches, deep in thought. He then stood up. “I’ve got it! Magichorn!”

Both Twilight and Fluttershy facehooved at that. “Fine, Magichorn,” Twilight said mockingly, “let’s put your magic to the test.” She then pointed to a beaker on a table. “Lift that beaker and bring it to me.”

“Ok,” Ben said as he nodded. He bore a look of concentration on his face, slowly lifting the beaker and shakily drifting it towards Twilight, whereupon it shattered over Twilight’s head. Ben blushed sheepishly at that while giggling. “Sorry.”

Twilight frowned as she lifted the shards of glass off of her and threw them into a wastebin. “It’s fine, you just need to work on your fine motor skills. What could possibly go wrong?”

Ben slapped his forehead. “Dude, you NEVER say that around me!”

Caramel was in the living room, waiting for his special somepony to come out. They had plans to go to a nice fancy restaurant, the Mouton d’Or. He had saved up all of his bits just so that he could take her out. He heard footsteps, his heart racing. But what walked out was not who he had expected. It wasn’t his marefriend, but a changeling!

“R-raindrops?”

The changeling nodded, and zapped Caramel with its love-draining magic, taking on a sickly glow for a second before it incorporated it into its being. It stared around for a second, its insectine wings flitting against its black carapace. Finding nothing of interest, it buzzed off into the sky to join its changeling bretheren.

“Why not?” Twilight asked.

Applejack then burst into the lab. “Twilight! Th’ changelins’re attackin’ Ponyville! They have sleeper agents all over town!”

“THAT is why!” Ben shouted.

“By th’ way, who’s yer coltfriend, Twi?” Applejack asked.

“He’s a friend.” Twilight said. She then turned to Ben. “Is there anyway you can help without anypony seeing you?”

Ben’s eyes flashed. “I have just the thing!” he declared as he tapped his insignia, reverting back to his human form with a green flash of light. Applejack stared goggle-eyed.

“What in tarnation…” Applejack said before she shook her head. “You know what, I don’t wanna know.” She then stared at Ben. “Now you said you could help us, monkey?”

Ben smarted at that. “Monkey?”

Applejack glared. “I’m callin ya monkey until ya provide me with a better name,” she said. Ben moved to open his mouth when Applejack shut him up with a wave of a hoof. “No time fer introductions. Now can ya help us or not?”

Ben smiled. “Well, of course I can!” he said as he turned the dial on his watch and slammed it down. A green flash was emitted from the Omnitrix, revealing a blue and black bipedal alien with balls in place of his feet. “XLR8 should do the trick!”

Twilight waved a hoof. “Wait, you called that alien accelerate?”

Ben shook his head. “No. XLR8. X-L-R-8.”

Twilight glared at Ben. “That seems a little unnecessary.”

Ben shook his head again. “It makes it sound edgy when you spell it out like that.”

Twilight fixated her glare on Ben. “That sounds like something a ten-year-old would come up with-”

“WILL YA STOP ARGUING ABOUT THE NAME AND HELP US!?”

Ben nodded. “Will do!” With that, a visor which nopony had noticed before slid down over his eyes and he zoomed off.

Everypony stared in shock at the empty space where Ben had been previously. “Well, I certainly wasn’t expecting that…” Fluttershy said.

Changelings!

Changelings were invading Carousel Boutique, where Rarity was trying to fend them off with whatever she had on hand. She lifted up a pincushion’s worth of needles and flung them at two nearby changelings, who fell down. She then picked up a couple of pairs of scissors.

“Take this, ruffians!” She bellowed out as she launched the scissors at two nearby changelings, who also fell. However, changelings were still approaching at an alarming rate. She huddled down, prepared for the worst, when suddenly she felt a gust of wind blow by her. She stayed huddled down until she realized that the buzzing had stopped. She looked up to see that the changelings were all gone. However, all of her fabric was gone as well. She fumed silently and stepped outside to try and catch the vandal who had stolen her fabric. Instead, she was greeted to an ever-growing pile of changelings tied up in her fabric in Town Square. She watched in awe as a blue blur kept adding changelings to the pile. She supposed the fabric had gone to good use, then.

Queen Chrysalis was standing atop Town Hall, watching the chaos unfold, smiling with glee. Her plan had gone perfectly. She then noticed a blue blur pass by her. She looked around.

“Where are you!?” she shouted. She then looked behind her at an incredibly large pile of changelings wrapped in fabric.

“Wha-” she got out before she was roughly grabbed and dragged off. Her vision fixed itself, and she gazed upon the most peculiar creature carrying her. It appeared to be bipedal, like a monkey, and it had a visor on its face.

“What are you?” she asked.

“I could ask the same of-” BEEP!

Chrysalis was unceremoniously dropped on the ground and skidded to a stop. She lifted her head to see a different bipedal creature tumbling forward into to Everfree, where his back hit a tree. A green flash erupted from the creature, and in its place appeared a chubby creature with spikes coming out of it. It shook its head and charged towards Chrysalis. Chrysalis stood up and fired a magic charge at the creature. It then split into two exact copies of itself, evading the magic blast altogether.

“What sorcery is this?”

“Just Ditto!” one of the creatures said.

“Ditto!” the other copy said as he flung himself into Chrysalis, toppling her over. The first creature came behind her and started yanking on her mane.

“Ow! Stop that!”

“Nuh-uh! After the hair-raising experience you gave the townsfolk, I thought I’d go tit-for-tat!” the copy pulling her hair said.

“And we can stay like this as long as we’re not together!”

Chrysalis thought on this. This creature was powerful, if it could shapeshift without love, but in this form, it was dreadfully weak. So she grabbed the two of them in her magic and kept them apart. They tried struggling, but it was in vain.

“Hey, put us down!” The first copy said.

“Or you’re gonna be sorry!” The second copy said.

Chrysalis laughed. “Oh, am I?” She then trotted into the Everfree towards her secret hideout. “I’d say you and your little friend Twilight are the ones that are going to be sorry!”

“Wait…” the first copy said.

“...how do you know…” the second copy said.

“...that we know Twilight?”

Chrysalis giggled. “I didn’t until just now. Twilight and her little pony friends are going to come looking for you, and then I’ll be able to extract my revenge!”

“Aw, shucks!” both copies said simultaneously.

“Well, the changelings are rounded up,” Applejack said in wonder, staring at the multicolored pile in the center of town.

“It’s a shame...I’ll have to order all new fabric!” Rarity said. “Who was that that saved me, though?”

“It looked like Dashie!” Pinkie said, pronking onto the scene. Rainbow Dash then pulled in.

“Did anypony see that blue blur?” Dash said.

“I thought it was you!” Pinkie said.

Rainbow shooked her head.

“Oh, that would explain why you aren’t in the Everfree Forest beating the snot out of Chrysalis, then.”

Twilight said, “Wait, he went into the Everfree?”

Pinkie nodded.

“He?” Rarity asked. “You know this...fellow?”

Twilight nodded. “And with how fast he was going, he should have been out by now!”

“W-we should probably go in and find him…” Fluttershy said, to the shock of everypony.

“Wait, wait wait…” Dash said, “YOU want to go into the Everfree? Since when?”

“Since he crashed into my yard. I kind of feel responsible for him.” Fluttershy started trotting towards the forest. She then looked back at the ponies who were staring at her in awe. “Well, what are you waiting for?” Everypony then started trotting behind Fluttershy into the forest.