My little Omniverse

by Time Agent pony

Rating: everyone
Tags: Princess Celestia, Crossover, Ben 10, My Little Pony: Friendship is Magic, Main 6, Other, Princess Luna, Comedy, King Sombra, Adventure
Length: 13612

while on the trail of Micheal Morningstar, Ben 10 and his partner are flung in the land of Equestria, what will happen?

While pursing Michael Morningstar, Ben 10 and his partner Rook are sucked into the land of Equestria. With Ben and his partner finding refuge with the mane six and the princesses, an old enemy of Equestria require Morningstar's help to take over the land. Can both Ben, his partner and the mane six stop the combined power of King Sombra and Michael Morningstar?

(All art in this Fimfic is owned by their respected makers)

Published 2015-05-10 00:00:11 UTC
Last updated 2015-06-13 09:59:47 UTC

The Mane six meet the 10

Both Ben and Rook looked up at the two majestic-looking equines in awe. Finally Ben whispered to his partner, "I know this sounds weird, but they look beautiful", Rook gave him a look.

"Who are you two?" Luna inquired.

Rook tried to step forward, but was blocked off by two guards crossing their spears. "Princess Celestia, Princess Luna, you must listen. We mean you no harm, Me and my friend are Plumbers", he said.

"Plumbers?" Celestia echoed.

Rook held out his Plumber's badge Celestia took the badge and looked at it, "You are some kind of law enforcement?", she asked.

"Yes," Rook replied, but before he could say another word a yellow ray shot out of the dial on the Omnitrix and washed over Celestia. "Unknown DNA sample acquired," it said, Ben clasped his hand over the dial, "Sorry about that," he said.

"That is a very strange device you have", Luna said, staring at the Omnitrix.

"You have no idea", Ben said, checking that it wasn't damaged.

"Back to the point", Rook chipped in, "we are from Bellwood, Earth".

"Bellwood?" Celestia gasped,

Ben looked confused, "How do you know my hometown?" he blurted.

Celestia looked at Rook, seeing a look of honesty in his eyes before motioning to the guards, "Release them."

"Princess?" the guards asked in shock, as she nodded in confirmation about her choice.

So the guards released Ben and Rook from their handcuffs.

"You and your sister seem to know where we came from," Ben noted.

"Mind if you tell us?" asked Rook.

"My sister and I once visited Bellwood many years ago. The humans we met were amazed by our origins. We also were amazed at the technology your race had produced and the way your race used it to protect your world and other worlds, we have since forgotten about your world for we have not visited it for a long time", Celestia explained.

"So you mean that this world is inhabited by ponies like you?" Rook asked.

"That's right though not all ponies are alicorns like us ", Luna replied.

"Great, I feel like I'm in a little girl TV show", Ben mumbled to himself.

"Now then, could you introduce yourselves?" Celestia requested.

"Of course," Rook nodded, "I am Rook Blonko and this is my friend Ben Tennyson".

"That watch is what gives you your power, correct?" Luna asked.

"That's right, its called the Omnitrix, the most powerful device in the universe. It allows me to change into different aliens", Ben replied.

"Aliens?" Luna asked.

Ben was about to demonstrate when Rook stopped him, "Ben I think that is as far an explanation as Celestia and Luna need", he said.

"And you," Luna said, turning to Rook.

"Rook here may not have powers like me, but you should see him in action," Ben boasted on Rooks behalf.

"How did you and your friend end up in our castle's garden?" Celestia wondered.

"It's a long story," Ben answered.

"We have the time." Luna replied, as she and Celestia stepped down from the throne to meet Ben and Rook on eye level.

"Alright," Rook replied.

"But let's do this in our study over a cup of tea?" Celestia suggested.

Ben shrugged "Ok, works for me," he answered in approval.

Meanwhile in an unknown location in Equestria in a dark castle, Micheal Morningstar stumble out of the portal. "Where am I?" he wondered aloud. Then from out of the darkness of his surroundings a voice answered, "Mister Morningstar, I see you have arrived".
"Who's there?" Micheal demanded, trying to use what energy he had left to shed some light on his surrounds. Then the darkness in front of him seemed to gather itself up and form itself into the shape of unicorn.

"Who are you?" Micheal asked,

"How rude of me," the shadow unicorn said, "I am King Sombra".

"I take it you are responsible for the portal earlier?" Micheal asked,

"Indeed I am," Sombra said.

"While I do like the help, I'm guessing that you need me for something", Micheal guessed.

"My, you are a fast learner Mister Morningstar" Sombra said, an evil smile on his face.

"Anyway," he continued, "the reason I have arranged this little meeting is because I need your powers for something".

"I am listening," Micheal said, becoming interested "and please call me Micheal",

"I was once a ruler of an empire." Sombra began "A king! Until I was defeated and banished to this prison you see before you. I have tried again to retake what was once mine, but time and again I have been defeated," Sombra continued. "Until I heard of you," he said pointing at Micheal, "and your abilities, a power unlike anything ever seem in Equestria".

"Equestria?" Micheal asked,

"Equestria is the name of the land you are in now" Sombra explained, "Which is inhabited by ponies".

"So you need my powers to help you take over this world" Micheal said.

He thought for a moment, "What's in it for me?" he asked,

"Well, as I understand it," Sombra said, "you were having trouble with a hero known as Ben 10. With my power you will be able to crush him,"

Liking the sound of defeating Ben 10, Micheal smiled, "I am at your service, Who am I to deny a king his kingdom",

"Glad to know we have an understanding" Sombra replied,

"So where do you want to start?" Micheal asked.

Meanwhile back in Canterlot, the princesses and the heroes were in the ruler's private study having some tea. Both Ben and Rook had told the two almost everything from their world and about themselves, while the princesses had told them many things about themselves and their land.

"These stories you've told us are unbelievable," Luna began, "But if they are true as you say, we are proud to see how much you care for your home that you would risk your very lives to protect it."

"Looking back on it now", Ben said "If I hadn't found the first Omnitrix I would never have became the hero I am today".

"And this Morningstar you spoke of was responsible for you two being here?" Celestia inquired.

"Actually, we don't even know how we got here" Rook replied,

"We wish we knew of a way to send you home." Luna said.

"Well, we can't go back unless we find Micheal." Ben replied.

Rook looked at a map of Equestria hanging on the wall, "And if this land is as big as this shows, he could have wound up anywhere."

"Well, it shouldn't be like he won't be easy to find, right?" Ben stated.

"Still, one man in a land like this won't be easy to track. Especially if we don't have the Proto-TRUK or most of our tracking equipment." Rook noted.

"I know we all just met, but I think maybe we can help you in locating this Morningstar." Celestia said.

"Thanks, but we really shouldn't impose." Ben answered.

"Nonsense," Luna spoke up, "If this Morningstar is as dangerous as you make him out to be, he could very well pose a threat in our land as much as yours."

"It would be our humblest pleasure to help you heroes." Celestia confirmed.

Both heroes looked to each other, before Rook spoke, "Very well. We don't know how long we could be here, and we still don't know too much about how this world works."

"Not to worry, I know of some special ponies who can help you adapt to Equestria." Celestia smiled.

"Who?" Ben asked.

"My former apprentice and her friends. They are the perfect candidates to teach you about Equestria and everything." the Princess of the sun explained.

"We'll need all the help we can get." Rook admitted.

"When can we meet them?" Ben asked.

"Actually, they should be arriving here any moment. We originally arranged a visit from them," Celestia explained, as there was a knock at the door, "Come in."

The doors opened, and a guard announced, "Presenting Princess Twilight Sparkle, and friends."

The heroes looked and saw entering were six ponies and one little wingless dragon. They noticed one was an alicorn like the princesses, two were pegasi, one was a unicorn, and the final two were simple earth types.

"Princess Celestia, Princess Luna!" Twilight greeted them, as she and her friends bowed their heads.

"It's good to see you all. And just in time too." Celestia welcomed them.

"What kind of ponies would we be if we were late for a visit with ya, your highness?" Applejack asked.

"Not because of that, Applejack," she corrected her, "We have some additional company today we would like you all to meet."

"Additional company?" Twilight asked in confusion.

"Correct. My little ponies and Spike, meet the Plumbers." Celestia introduced them, as she and her sister stepped aside to reveal the two.

The six ponies and dragon looked at the heroes in shock, for they didn't look like any creatures familiar to the land of Equestria, "Oh my stars!" Rarity gasped.

"Whoa." Twilight gasped.

The pegasus Fluttershy trembled, while Pinkie Pie looked at them in wonder. Rainbow Dash's jaw dropped, and Applejack's and Spike's eyes were widened, "Princess what are they?" Fluttershy asked.

"The first one's species is known as a human whereas the second one's species is known as a Revonnahgander " Celestia explained.

"But what did you call them, the Plumbers?" Rainbow Dash asked.

"That is precisely what my sister said," Luna replied, "These beings happen to be heroes from where they're from."

"Heroes?!" the ponies and the dragon gasped.

"That's right. Everypony, meet Ben Tennyson and Rook Blonko." Luna introduced them.

"Now I feel it's time they got to know you," Celestia turned to the heroes, as she introduced her subjects to them, "This is my former apprentice and now fellow Princess, Twilight Sparkle; the Princess of Friendship."

"Nice to meet you both." Twilight bowed her head in respect.

Ben smiled, "At least somebody knows how to treat a celebrity," he mumbled to himself.

Celestia continued to introduce the other ponies, "Applejack, the pony of honesty."

"Howdy, yall." Applejack greeted.

"Rainbow Dash, the loyalest pony you'll ever know."

"And fastest flier in Equestria." she boasted.

"Fastest flier, huh?" Ben asked, "Well, I bet XLR8, Jetray or even Fasttrack could give you a run for your money." he boasted back, while Rook rolled his eyes.

"Oh, really?" Rainbow Dash asked with a hint of bitterness, before she flew up to him, "Maybe we should have a contest to see who's the fastest."

"Skittles, anytime anywhere." Ben retorted.

"Knock it off." Rook said braking them up.

Celestia continued on, "Pinkie Pie, the pony of laughter."

Pinkie started bouncing around them, "Hiya, wow you look so cool! I've never seen others like you before. Nice watch. Say do any of you like parties? Because I love throwing parties. Maybe I can throw one for all of you." she offered and began listing off things they could have and do.

"This one sounds fun." Rook said

"Right" Ben replied,

Twilight levitated Pinkie over to her, "That's enough, Pinkie."

"Rarity, the pony of generosity." Celestia continued.

"And absolute pleasure, Sirs," Rarity began, as she trotted up to them.

Rarity then, being the fashionista she was, started inspecting their outfits, "Mr. Ben 10, such a dark and light attire, it must obviously reflect your personality."

"You have no idea." Rook answered for Ben.

Rarity looked to Rook, "And you sir, have such a marvelous mix of blue and black."

"Why, thank you." he answered,

She then noticed the Omnitrix on Ben's wrist, "What a fascinating accessory."

"It ain't no ordinary accessory." Ben replied.

"Fluttershy, the kindest of all ponies." Celestia introduced her.

Fluttershy looked a bit timid, as she lightly waved her hoof, "Hello." she said softly.

"Hey it's ok, you don't have to fear us." Ben assured her and the pegasus smiled.

"And Spike." Celestia finished.

"Hi." Spike greeted them.

"Hey, a dragon!" Rook beamed.

"And I thought you know everything." Ben said dryly.

"Princess, how did they get here?" Twilight asked.

"Well, through a battle with an enemy of theirs they wounded up being transported to our world."

"Whoa nelly." Applejack gasped.

"Lucky for us, Me and my sister once visited their world years ago." Luna added.

"And where are you from?" Twilight asked Ben, only for Celestia to answer.

"They come from Bellwood."

"Bellwood?" Twilight gasped in shock.

"Bell-what-now?" Applejack asked in confusion.

"Bellwood, Applejack," she corrected her country friend, "It is a world where aliens and humans live in peace."

"Sounds like a wired place." Rainbow admitted.

"We're looking to find a way to get home, but before that we have to find the enemy we were after who also got transported to this world, but wound up elsewhere." Rook explained.

"Oh dear." Fluttershy gasped.

"We were hoping for the time being, the seven of you would show them the ways of Equestria, during their stay." Celestia requested.

"Of course," Twilight began, "We'd be more than happy to help them out, right girls?" the girls and Spike nodded in agreement.

"Thanks." Ben thanked them.

"Why don't we take them to Ponyville and show them around, Twi?" Applejack suggested.

"Great idea, Applejack. How about it?" she asked the heroes.

"Beats doing nothing." Ben replied.

"It would be best to get to know more of the land." Rook agreed.

"All right, let's go!" Pinkie beamed, as she started bouncing away, and the other followed her.

Elsewhere King Sombra and Micheal Morningstar where approaching there first target: the Crystal Empire,

"Are you ready Micheal?" asked Sombra,

"I can feel the magic all around me" Micheal replied, "it tastes sweet",

You can have it all" Sombra replied,

The two continued to the entrance to the empire but before they could enter their way was blocked by two crystal ponies armed with spears.

"Halt, come no closer" one of ponies barked

"Of course" Micheal said, but before the ponies could make a move Micheal grabbed both of them by their necks,

"What are yo..." was all the ponies could say before all the colour drained from their mane and skin leaving them coloured stone grey,

"Impressive" Sombra said, looking at the two drained crystal ponies in front of him.

"The fun is only just starting" Micheal said,

The two drained ponies turned to face Micheal.

"Go find more ponies for me to drain" Micheal commanded

The two ponies moaned and walked off into the Crystal Empire.

"Before we continue" Micheal said, watching them go "I think we should enlist some additional help"

"I like the way you think" Sombra said, "I know just the ponies for the job"

"likewise" Micheal replied.

Ponyville Party and an Equestria team 10

On a train bound for Ponyville, Twilight and her friends were with Ben and Rook. As Ben and his partner waited to arrive at their destination, the girls tried to get to know them a bit more, "So that watch thing of your's is what gives you the power to change into aliens?" Rainbow Dash asked Ben.

"That's right," nodded Ben, "It crashed down to earth and that was when I found it".

"And as a kid too?" Fluttershy gasped, as Ben nodded.

Applejack and Rarity were talking to Ben's partner, "So your world is a farm like place?" Applejack asked Rook.

"Yes, the most exciting thing to do on Revonnah is to keep the rodents out of the grain silos", he replied.

"Gracious me, I don't think I could ever stand to live in a place where farming is daily." Rarity gasped.

While Rarity and Applejack were talking to Rook, Ben was telling Twilight, Rainbow Dash, Fluttershy, Pinkie and Spike about some of his aliens, "So when I'm Heatblast I can control and shoot fire, when I'm Water Hazard I can shoot water and when I'm XLR8 I have super speed" he boasted.

"Wow, that's so cool!" Pinkie beamed.

"I am the hero of 10" Ben replied.

"Amazing, your aliens remind me of the Power Ponies." Spike gasped.

Ben looked confused, "The what?"

"The Power Ponies, my favorite comic book hero series. In fact some your aliens powers are just like The Masked Matter-Horn." Spike explained.

"Masked Matter-Horn?" Ben raised an eyebrow.

Twilight was talking with Rook, "So the Plumbers protect all of the galaxy?" she asked.

"That's right. On every planet in the galaxy there's a Plumber stationed there." Rook explained.

"That's just amazing," she turned to Ben, "and before you had the Omnitrix you had another watch called the Ultimatrix?"

"That's right, it was like the Omnitrix but apart from letting me change into aliens it allow me to evolve some of those aliens to there ultimate forms" Ben explained.

"That's just so interesting" Twilight said in awe.

They heard the train whistle, as Twilight spoke, "We're here."

The group got off the train, and the ponies and Spike led them away from the station before they were in Ponyville Square, "Welcome Ben 10 and Rook, to Ponyville." Twilight welcomed them.

They heroes looked around seeing multiple coloured equines with different styled manes, tails, and images on their flanks, "This place sure looks peaceful." Rook said, as he saw the whole town looked happy.

"I've never seen a world so peaceful in my life." Ben said,

"I feel uneasy for some reason" Rook said,

"You should relax" Ben encouraged him,

"I guess you're right" Rook replied.

"Come on, we got a tour to give ya!" Pinkie said, as she bounced off with the others following her.

As the heroes followed the ponies through town, the two of them were taking in the sight of the town and all the residents, "Hey, Twilight, can I ask you something?" Rook asked,

"Sure, Rook" Twilight said,

"Why do all you ponies have different marks on your flanks?" Rook asked,

"Those are our cutie marks" Twilight giggled.

"Come again?" Ben asked,

"Cutie marks," the princess repeated, "They represent a pony's natural talent. We earn them when we discover what our special talent is."

"Wow, I wonder what my cutie mark would be if I had one?" Ben wondered.

"It's a mystery." Rook said sarcastically, while looking at the Omnitrix.

Ben looked over and saw three fillies up on a tree branch with a hang glider, "What're they doing?" he asked,

The ponies looked up and gasped at the three fillies who they knew as the Cutie Mark Crusaders. Applejack, Rarity, and Rainbow galloped over to the tree, "Applebloom, you get down from there!" Applejack ordered.

"Sweetie Belle, as your older sister I demand you come down this instant!" Rarity ordered.

"Scootaloo, I'm all for extreme stunts, but this is isn't right for you!" Rainbow ordered her little fan.

"But we're just about to earn our cutie marks in hang gliding." Scootaloo explained.

'If ya don't come down right now, you'll be earning your cutie marks in injuries!" Applejack called from down below.

"Maybe Applejack's right," Applebloom began, "Maybe we should forget this one."

Before her two friends could think, a gust of wind caught the glider and pulled the three off the branch and sent it gliding around in the air. The three fillies clung to it while screaming for their lives. The group down below gasped, Ben nodded to Rook and the both of them sprang into action.

First Rook shot a net out of his Proto-Tool at the falling fillies.

Ben followed by slapped Omnitrix and in an instant he transformed into the bug-like alien Stinkfly, and manged to catch the net with the three fillies in midair.

"I got you" Stinkfly said,

"Thanks whatever you are." Sweetie Belle said, as the three were confused as to who Stinkfly was.

"Whatever you are you stink" Scootaloo added, covering her nose

Stinkfly touched back down and changed back into Ben, and placed the three safely on their hoofs. Applejack and Rarity ran to their little sisters and smothered them in worry, while Rainbow went to Scootaloo, "Applebloom, never do anything like that again." Applejack scolded her sister.

"That goes for you too, Sweetie Belle." Rarity told her sister.

"And you." Rainbow said to Scootaloo.

"We're sorry." they apologized.

"Thank you so much, Ben." Rarity thanked him.

"Always glad to help." he nodded, "I never leave anyone hanging",

The three fillies approached him, "Thanks for saving us, Sir." Applebloom thanked him,

"Where'd that stinky bug thing go?" asked Sweetie Belle, looking around for a sign of Stinkfly, "We wanted to thank him",

"I'll let him know" Ben replied, with a smile,

"Yeah, you were awesome," Scootaloo added, before clearing her throat, "I mean not as awesome as Rainbow Dash, but still awesome,"

"Anytime, but next time listen to your older sisters." Ben lectured them,

"Right." they nodded,

When they saw the other tall figure Sweetie Belle gasped, "Who are you?",

"We're the Plumbers." Rook answered,

"Plumbers?" Applebloom asked, as the three fillies were curious,

"They're superheroes." Spike cleared it up,

"Heroes?" they gasped,

"That's right." Rook nodded,

"Wow!" Scootaloo gasped, as the three checked them out,

"So who're these three?" Ben asked,

"These are Applebloom; Applejack's sister, Sweetie Belle; Rarity's sister, and Scootaloo," Twilight introduced them, "Girls, meet Ben 10 and Rook."

"Howdy, yall." Applebloom greeted them.

"What were you three doing up there in the first place?" Rook asked.

"We were hoping to earn our cutie marks in hang gliding." Scootaloo explained.

"But that one was a failure." Sweetie Belle said.

"I'm lost." Ben said.

"You see they formed their own team called the Cutie Mark Crusaders." Fluttershy explained.

"Cutie Mark Crusaders?" Rook asked.

"That's right," Applebloom nodded, "It's our objective to find our true talents and earn our cutie marks."

"Aren't they supposed to come naturally?" Rook asked.

"That's what we try to tell them." Twilight sighed.

"Well forget hang gliding, we'll just find another way," Scootaloo said, "Come on Crusaders!" she jumped on her scooter which was parked nearby, and her friend got into the wagon connected to it. Scootaloo flapped her wings and they took off.

"Cute bunch of kids." Ben stated.

"Yeah, they're always full of energy." Applejack smiled.

"Well come on, there's a lot more to show you!" Pinkie called, as they continued onward.

As the heroes saw more of the town, the ponies watching them pass by were unable to take their eyes off them, "Don't you just hate it when others look at you like you got two heads or something?" Ben asked Rook.

"Remember, in this world we're the aliens." Rook reminded him.

"Yeah, but other planet's inhabitants didn't look at us like THAT." Ben said, while ignoring a pony with an agape jaw.

Suddenly he noticed a mint coated unicorn looking at them who was blushing with her hooves covering her mouth in surprise, "Weird." he said to himself, before following his partner.

They stopped in front of a castle that looked like a tree, "What's this place?" Rook asked, as he and Ben looked up.

"This is where me and Spike live. I am a Princess after all." Twilight reminded them.

"Nice." Ben smiled.

"Of course it's not just her castle," Rainbow spoke up, "We all use it as our new meeting place."

"Plus it has become the new library." Spike finished.

"Princess Celestia feels this would be a better place for you both to remain for the time being." Twilight explained.

"Why not in Canterlot's castle?" Rook asked.

"Because if you were there you wouldn't be so close to us." Pinkie mentioned.

"She's got a point." Applejack noted.

Both Ben and Rook looked at each other, before Rook spoke, "All right, we'll remain here in Twilight's castle during our stay."

The ponies and Spike cheered, until Pinkie gasped, "Oh, I better get to work! Girls, bring them by Sugarcube Corner in five." she zipped off.

"Now where's she off to?" Ben asked.

"Oh, you'll find out soon." Rainbow said, as the girls smiled.

"But now let's give you a tour of the castle." Twilight offered, as they went inside.

Meanwhile out in the unknown location in front of King Sombra's dark castle, three alien bounty hunters landed as their ring leader Sixsix spoke to his two friends. He spoke a language that no one but his kind could understand,

The second one known as Sevenseven answered his leader,

While the third one known as Eighteight stayed silent,

"Your reward?!" a voice called out.

The three bounty hunters turned to see a robot with spider-like legs and a crab spinier he was followed by someone who looked like Ben 10 but instead of green he wore red.

Sixsix said something in his alien language,

"Who are you walking scrapheap!" growled the crab robot, who was called Kraab,

"Why are you Sotoraggian rejects here?" the red Ben asked.

Sevenseven answered,

"Well get in line, because we're getting the reward!" Albedo argued.

Sixsix barked something, as both Sevenseven and Eighteight were about to attack, until a female voice spoke up.

"Look at you acting like babies, it's so lame!" they looked up and saw touching down was Gilda the Griffon, and a Pegasus by the name of Lightning Dust.

"Who're you calling babies?!" Kraab barked.

"In fact, who are you?" Albedo asked.

"Name's Gilda, and this is my partner in crime, Lightning Dust." the griffin replied,

"Sup?" the pegasus greeted her.

Then there was a puff of smoke and a light blue unicorn wearing a wizards cape and hat appeared.

"The great and powerful Trixie has arrived," she said, with a flourish.

"Well, look who it is" Lighting dust said mockingly, "It's the Magical Washup"

"You dare insult the great and powerful Trixie!" the unicorn retorted.

Sixsix said something, Trixie turned on him, "You think your better then Trixie you walking rustbucket? she asked.

Sixsix growled at the unicorn.

Sevenseven grumbled something, only for Lightning Dust to fly into his face.

"You're really lucky I can't understand what you're saying, buddy" she snarled,

Eighteight asked something.

"Lightning Dust and I are here, because the one who invited said he needed to expert fliers." Gilda answered.

"Me and Albedo are here, because the one who invited said he some expert bounty hunters" Kraab explained.

"Trixie is here, because the one who invited said he needed an expert in magic" Trixie explained.

Lightning Dust looked at them all, "You don't think this is some set up do you?"

"It's not a set up," a voice said, grabbing their attention. They looked into the castle as a shadow pony strewed out, "My king and his partner will see you all now." The group were curious, and despite their reluctance decided to follow the shadow pony into the castle.

The shadow pony showed them into a meeting area with a circular stone table set up, with just the right amount of chairs for each of them. Appearing on the scene was Sombra and Micheal, "Who is that?" Albedo asked.

That's King Sombra" Trixie gasped.

"King Sombra?" Gilda asked, as Lightning Dust answered.

"he was once the ruler of the Crystal Empire before the crystal ponies used the crystal heart to banish him" she explained.

"Correct, nice to see you all accepted the invitations," Sombra smiled, "Allow me to introduce to you all my partner, Micheal Morningstar."

"Welcome ponies, Galvin, bounty hunters, and griffons. Take a seat," Micheal instructed as they did so, "Now then, Sombra and I have invited you all here because you share a common enemy. Six specific ponies and a boy with a watch who humiliated you, betrayed you, left you with nothing!"

"How do you know that?" Trixie wondered.

"My partner has shared with me some of your very experiences which she's gathered courtesy of his shadow minions." Micheal answered.

"Yeah, you know about us. So what?" Gilda asked impatiently.

"I come bearing an opportunity for you all," Micheal continued.

"An opportunity?" Trixie asked with interest.

"Me and Albedo are all ears" Kraab added, as Micheal smirked.

"You all have your own fields of expertise, but what are you alone? Mere common folk of your own species, but together you can be much more." the villain continued.

Sixsix asked a question.

"A partnership." Micheal answered.

"Partnership?" asked Trixie.

Sombra spoke up, "Correct. Together with all our strengths and abilities combined we can terminate those six fools and the boy who made a mockery out of us."

"And I shall help you, provided you help me in conquering some of my own enemies." Micheal noted.

"My services don't come cheap." Kraab said.

Sixsix said something on behalf of him and his siblings.

"We promise you will all be rewarded handsomely." Sombra assured them.

"Trixie wishes to be paid in gems!" Trixie barked.

"And so you shall, should you agree to our alliance." Micheal tempted her.

Each of them started pondering on what to do, while remembering how their reputations were tarnished, friendships betrayed, and outright humiliated, all because of one or more of the six ponies representing the elements of harmony or by Ben 10 the boy with the watch who had denied them victory.

Sixsix was the first to speak up, when he was finished Sevenseven and Eighteight nodded in confirmation.

"Excellent. And the rest of you?" Micheal asked the others.

"To get back at Rainbow Dash for getting me kicked out of the academy, I'm all for it." Lightning Dust answered.

"Same here." Gilda agreed.

"Me and Kraab are willing to follow you" Albedo said.

"As long as Trixie gets to destroy Twilight Trixie will help too", Trixie said.

"Perfect," Micheal said, as he and Sombra took their own seats at the table, "Well then partners, we got work to do." he smirked with the King.

Back in Ponyville, the group were escorting the heroes to Sugarcube Corner. They looked at the place as Ben spoke to the girls, "Uh, there's not some evil witch in there who's gonna stuff us full of food and cook us for dinner is there?"

"Now where in the wide world of Equestria would you get an idea like that?" Rarity asked.

"Never mind." Rook replied, as they walked in only to meet with the sound of party horns and noisemakers.

Confetti and streamers fell onto the heroes as they saw the place was packed with ponies they saw in the town, and hanging from the ceiling was a banner reading, 'Welcome to Ponyville, Plumbers'. Pinkie slid over and blew into a noisemaker, "Surprise!"

"Do I even want to know?" Ben asked.

"Don't worry, Ben. It's just a welcome party." Twilight said.

"A welcome party?" Rook asked.

"Pinkie always throws a welcome party for someone new in Ponyville." Rainbow explained.

"And when she throws a party, she really throws it." Applejack put in.

"And you did this all for us?" Rook inquired out of the pink pony.

"Well duh. It's not everyday we have heroes n Ponyville." Pinkie replied.

"Unless you count us." Rainbow boasted, as she stood next to her friends.

"Well come on yall, let's party!" Applejack declared, as the heroes decided to join in.

Both the heroes were enjoying it in their own way, Rook who was enjoying some party games with Pinkie, Spike, and Rainbow. Ben, who had transformed into the living planet alien Gravattack, he was using his anti-gravity powers to make the kids levitate. After a while he noticed that Rook had stopped playing games and was sitting at a table, Ben transformed back and approached his partner.

"You Ok Rook?" he asked, as he sat down and offered a cup of punch to him, "Here, thought you could use it."

Rook accepted it without a word, as Ben continued, "I know you miss your family we'll get to them"

"It's not that," Rook said, "I'm just thinking about all the ponies who could be in danger and we don't know were he is"

"I haven't forgotten about him, but until we find any trace of him I'm using whatever time we have to calm my nerves. You could try the same." he sat up and walked back to join the crowd.

Rook pondered on what his ally said, before getting up and decided to join the rest of the party for the sake of the pony girls who have been so accommodating to him.

A League of Shadows

When the sun rose across the land of Equestria, everypony was getting up to start a new day. At Twilight's castle, both Ben and Rook had been given their own temporary bedroom during their stay in Equestria.

In Ben's room, the teen was sleeping until Spike entered and spoke up, "Uh, Ben, it's morning."

Ben woke up and sat up in bed before looking at the young dragon, "Thank you, Spike."

"Wow. From the way Rook talks about you, I thought you'd wake up cranky or something." Spike said in surprise.

"Rook tends to exaggerate the most." Ben answered, as he got out of bed, "Besides. I'm used to having someone wake me up in the morning."

"You are?" Spike asked, "Well, that's cool I guess, come on, everypony's having breakfast." Spike said, as the two walked towards the dining hall.

When the two entered the room, they saw Twilight, and Rook sitting down having a bowl of oatmeal. Rook, seeing Ben enter, spoke up.
"Hey, Ben! Come on and try this oatmeal Spike made. It's good."

Ben took a seat as Spike gave him a bowl. Twilight spoke up, "We were just talking about how to find more traces of Morningstar in Equestria."

"Assuming he hasn't already drained many of the creatures that inhabit this land." Ben said.

"Don't count Micheal out, just yet," Rook warned her, "Knowing him, he's found some way to take cover and survive."

"And with his powers you can already imagine the kind of harm he can bring to this worlds inhabitants." Ben added.

"Well, the princess still has guards all over Equestria trying to find a hint of what you described him as." Twilight assured him.

"Perhaps we should also do a routine check of this land?" Rook suggested.

"Go around all of Equestria? XLR8 would be up for that," Ben said.

"It would be wise to further get the layout of this land," Rook admitted.

"And my friends and I can help you with that," Twilight offered.

"We really appreciate what you're doing for me and Rook, Twilight," Ben smiled.

"What're friends for after all?" she asked.

"Friends?" Rook asked.

"Yeah, I'd like to think of you guys as my friends, as does Spike and the rest of the girls." Twilight explained.

"Yeah. Pinkie would normally say you can never have too many friends." Spike said.

Pinkie suddenly popped up between Ben and Rook, "You took the words right out of my mouth, Spike."

"Pinkie, when did you get here?" Ben asked.

"Just now." she grinned.

"I didn't even see you enter the castle." Rook said in shock.

"That's Pinkie for you." Twilight said.

"So you're all planning to tour Equestria? This is great, I gotta tell the girls. I'm sure they'll want to come along!" Pinkie said, as zipped off.

"And there she goes." Spike said.

"You really have strange friends, Twilight." Ben said.

"They all have their unique quirks," She nodded, "But that's what makes them special." she smiled.

Meanwhile, inside Sombra's dark crystal castle: the Shadow ponies, Sombra, Micheal, and his newly assembled gang were at their meeting table.

Trixie spoke up, "So what do we do first, Micheal?"

"First we need to find the location of Ben 10." he explained.

"And how long will that take?" Gilda asked in boredom.

"Patience," Sombra ordered, "My Shadow minions are already scouring all of Equestria to find him."

"How hard could finding him be if he is anything like Micheal?" Albedo asked the group.

"Do not underestimate Tennyson," Micheal spoke up, "Finding him is just as difficult as finding a needle in a haystack."

"When ya put it that way we could be here for days." Lightning Dust grumbled.

"I don't care how long it takes. I will find Ben and make him pay!' Micheal slammed his fists on the table, startling Sixsix and Sevenseven.

Suddenly a Shadow pony entered and spoke, "You're excellency. I bring news."

"Speak." Sombra permitted him.

"I've located the one Micheal called Ben 10."

Micheal did a double take and asked, "You have?"

"Yes, but I'm afraid there is a problem." the Shadow pony added.

"How so?" Micheal crossed his arms.

"He's not alone." the shadow pony continued.

"What do you mean not alone?" Kraab asked, annoyed by the vagueness.

"They have others with them. And not just others. The same ponies who stopped you from reclaiming the Crystal Empire." the Shadow pony finished.

Sombra's eyes widened and a frown formed on his face, "What?"

Micheal eyed him, "Judging by your reaction, I assume your minion just spoke of the enemies you told me about?"

Sombra answered, "Yes. Twilight Sparkle and those five friends of hers. If it weren't for her finding the Crystal heart and giving it to the Crystal ponies I would have been ruler of the empire once again."

Micheal smirked, "Well, now's your chance to get even."

Sombra returned the smirk, until Gilda stood up, "Finally we can get in on some action."

"Not so fast," Sombra interrupted her, "The last thing we want is to suddenly give them the hint that we're all in an alliance."

"Sombra is right," Micheal nodded, "For now we will strike at them in waves, starting with Sombra's Shadow ponies."

"Oh, damn," Trixie grumbled, as she sat back in her seat, with Gilda looking equally irritated.

Sombra stood up, "I'll take my army and do away with Ben 10."

"Be careful, Sombra. Underestimate your opponents and they'll bite you hard." Micheal warned him.

"Duly noted." he answered, before he and his army vanished.

Back with the heroes, they were walking though a forest, Rainbow Dash was flying above the trees,

"So you don't always get the alien you want to turn into?" Twilight asked,

"Yeah, it's so annoying" Ben answered. The group continued to walk forward.

Suddenly, from out of nowhere came a bolt of what look like black smoke, which quickly turned itself into a small army of black coloured ponies.

"What are those things?" Ben asked,

"They must be Shadow ponies" Twilight replied,

"Looks like it's hero time" Ben said, he turned the dial on the Omnitrix and slapped it down, he charged at the attacking shadow ponies.

One of the Shadow ponies fired a magical blast which hit Ben and sent him flying a few feet,

"Oh, my!" Fluttershy exclaimed in fear that Ben might be hurt,

"He'll be OK" Rook reassured her,

Twilight, her friends and Rook charged at their attackers.

Ben, meanwhile had recovered from the hit he took, he got up on his feet then he saw who he had transformed into the water shooting alien, Water Hazard.

"Oh, Water Hazard" he groaned, "Why can't I ever get Humungosaur?"

Rook was dodging some incoming Shadow ponies before two of them grabbed him by the arms, "Let go!" he ordered as he clonked their heads together.

As Rook was doing his best to keep his friends safe, Water Hazard spoke up, "Rook! Lets give these creeps the cold shoulder!"

Rook abiding by his request began driving the attacking Shadow ponies into a tight group,

Water Hazard then slapped the Omnitrix symbol on his chest and in a flash he transformed into the ice breath alien Articguana,

"Not what I was going for... but I can work with this" Articguana said, a bit annoyed it wasn't the alien he had in mind, but it had the right ability for the job.

"Ben, I can't hold them like this much longer" Rook shouted,

"Right" Articguana replied, he turned to face the group of Shadow ponies he took a deep breath and a beam of ice shot out of Articguana's mouth. It hit the group of shadow ponies freezing them solid.

Articguana transformed back into Ben, he and Rook rejoined Twilight and her friends,

"Why do you think those Shadow things attacked us?" Ben asked,

"There's only one pony who can command creatures like those" Twilight replied, "King Sombra"

"B-b-b but I thought Sombra was banished after you found the Crystal Heart, Twilight" Fluttershy said, almost speechless,

"We'd better get to the Crystal Empire, and fast" Applejack said,

As the ponies, Ben and Rook turned to go they heard a sound that sounded like breaking ice. One of the Shadow ponies had manged to melt himself free from the ice,

"I must destroy you all" he snarled, "my king commands it",

Before Ben or Rook or the ponies could react, the Shadow pony fired a magical bolt at Twilight. Ben, thinking fast, threw himself in front of Twilight, the blast ended up hitting his Omnitrix, "Danger, stabilizer damaged" it said,

The Shadow pony quickly vanished. Ben looked down at the Omnitrix which had started to buzz with what looked like green lighting, "Not Good" He said,

Then everything happened at once: the green lighting shot from the Omnitrix striking the ponies and Spike knocking all of them out cold.

Twilight was the first to wake up. "What happened?" she groaned, bringing a hoof to scratch her neck. To her surprise it felt as if it wasn't there. Then with a shock she saw what had happened to her: her head was now floating in mid-air, her body had stripes of black on it and out of her shoulders now sprouted two spikes; she still had her horn but her wings had completely gone. Twilight screamed, out of shock and fright.

The sound of Twilight's scream woke Rainbow Dash up, "Arr, my head" she said, when Twilight saw what Rainbow Dash had became she nearly screamed again. Rainbow Dash had become something completely different than what Twilight had become. Her head was covered by a bullet shaped helmet, her rainbow coloured mane was still visible poking out from the helmet, she had black wheels attached to her hooves; she still had her wings but they were covered up. "What are you looking at, Twilight?" asked Rainbow Dash, noticing Twilight staring at her.

Rainbow Dash then noticed what had happen to Twilight, "Wha, what happened to you, Twilight!?" Rainbow Dash asked, staring at the pony creature standing in front of her,

"More importantly, what's happened to both of us?!" Twilight blurted,

Rainbow Dash looked at her hooves and noticed the black wheels attached to them, "OK, not the weirdest thing that's ever happened to me" she said. Unlike Twilight, she was completely calm, almost.

The two then turned to where Rarity, Fluttershy, Applejack, Pinkie pie and Spike lay and they were more shocked at what had happened to them.

Applejack looked a little bit different to the others. These differences were: an extra pair of front legs, an extra pair of eyes and she had grown more muscular.

Fluttershy looked a lot different then Applejack, she had became what looked like a fusion of a Pegasus and a wolf. Her yellow coat and pink mane had became slightly darker.

Pinkie pie's look was even more stranger then Applejack's and Fluttershy's, her body was completely made of pink coloured slime-like liquid which seem to be supported by a UFO-like device hovering over her head.

Spike had became what looked like a fusion of a dragon and a fish person, he had webbed feet, webbed figures and a pair of oversized jaws.

After looking at what Twilight and Rainbow had become, Applejack and the others then turned to look at Rarity. They all gasped and stared. For what had happened to Rarity was far more terrible then what had happened to the others.

Rarity looked like her normal self, the only three differences were the nozzles all over her body, the window in her stomach where swirling gas could be seen and her usual white coat now turned a sickly purple colour.

"What's wrong?!" asked Rarity, not knowing what had happen to her, "is there something on my face?",

"No, it's nothing" replied Fluttershy, trying to stop staring at Rarity,

"It's not that bad" added Applejack,

"It's... wired" Finished Spike.

Shortly after saying then Spike began to started wheezing and coughing,

"What's wrong Spike?" asked Applejack, she, Fluttershy and Rarity rushed over to the fish-dragon.

"Can't....breath....need....water" Spike wheezed. Because Spike now had DNA from a fish he couldn't survive out of water for long,

"What did your Omnitrix do to us?!" Twilight asked Ben,

"I think this has happened before" Ben replied,

He quickly explained what had happened to him when a similar event with his Ulitmatrix had transferred its power into his friends, "So what your saying is that your Omnitrix's power got transferred into us" Twilight said, slowly trying to wrap her head around what Ben had told her.

"Can you change us back then, sugarcube?" asked Applejack,

"And....fast" Spike wheezed, practically dying of dehydration,

"OK, here goes nothing" Ben said. He twisted the dial on the Omnitrix a few times and in a flash of green, Twilight, the others and Spike changed back to their normal selves, the only thing that didn't changed was the fact that now there were Omnitrix symbols on everypony's chests.

"What now?" asked Rook,

"We have to head to the Crystal Empire, fast!" Twilight said, "my brother and Princess Cadance might be in danger",

"I'll bet Way Big could get us there" Ben said, he slapped the dial on the Omnitrix, but nothing happened,

"What's wrong with it?" Rainbow Dash asked,

"It's got to recharge" replied Ben,

"You've got to be kidding me? It has to recharge!?" Rainbow Dash repeated,

"Those transformations during the fight and the damage it took must have drained all its power" Rook realized,

"So I guess we'll be taking the train to the Crystal Empire then" Rarity suggested,

"It looks that way" Twilight replied, as she and the others all started walking back to Ponyville.

The Fall of an Empire

Twilight and her friends were all on the train heading for the Crystal Empire,

"We should be arriving shortly" Rarity said, looking through the window,

The train arrived at their destination. Twilight, her friends, Spike, Ben and Rook all departed the train.

They all gasped at the sight that met their eyes. The once blue sky, now shrouded in dark cloud, the once shining crystal buildings, now tainted shadow black, the once joyful Crystal Ponies, now reduced to mindless zombies wondering the streets.

"This looks messed up" Ben said, breaking the horrible silence.

"I had no idea one person could create all of this darkness" Twilight said, in a hushed whisper,

"We'd better get moving before anyone spots us" Rook said,

The party began to slowly walk through the dark streets trying to avoid being seen.

As they approached the center of the city where the Crystal Heart was located they saw Michael Morningstar draining the last bit of energy out of the heart shaped crystal; he noticed Ben and his friends.

"It's been a while Ben" he smirked, "what you been up to?"

"Bringing you down!" Ben growled,

"What did you do with Princess Cadance and my brother?!" Twilight demanded,

"They are the play things of Sombra now" Micheal answered,

"You're insane" Rainbow Dash joined in,

"Really Miss Dash, must we resort to name calling?" Micheal laughed,

"Do you even care about who your hurting, Micheal?" Ben asked, horrified.

"Not is the slightest" Micheal retorted, "I've almost drained the Crystal Heart of all of its energy, it tastes so sweet",

Finally Ben had had enough. He glanced at the Omnitrix, the dial flashed green, "It's hero time!" Ben cried, he slapped the dial and it a flash Ben transformed into the radioactive alien NRG.

"It's crunch time!" NRG said, then he saw what he had changed into, "Arr, NRG, really!?" he groaned, he spat.

NRG looked across at Twilight and her friends to see what they had turned into,

Twilight had become a ponyified version of the crab alien Brainstorm,

Rainbow Dash had become a ponyified version of the crystal alien Chromastone,

Applejack had turned into a ponyified version of the rage filled alien Rath,

Fluttershy had turned into a ponyified version of the mummy based alien Snare-Oh, formally known as Benmummy

Rarity had transformed into a ponyified version of the diamond alien Diamondhead,

Pinkie Pie had transformed into a ponyified version of the living metal alien Upgrade, only instead of Upgrade's usual green and black lines all over his body, were now coloured pink,

And finally Spike, he had transformed into a dragon version of the fire alien Heatblast, "Now this is more like it" Spikeblast said, checking himself out,

"I always knew Twilight was an egghead" Rainbowstone giggled, at the sight of Twilight's new look,

"Let me tell you something, Rainbow Dash!" Applerath yelled, "have you seen yourself at all today!?"

"You don't have to yell!" Rainbowstone retorted,

"My dear Pinkie, it seems that your DNA has been combined with that of a Galvanic Mechamorph" Brainlight said, turning to Pinkie,

"I have no idea what that is" Pinkgrade replied,

"It means that you can merge with technology and upgrade it beyond its original design" Brainlight continued,

"So... I DON'T get the alien I want, but they DO?!" NRG fumed, "I so hate you, new Omnitrix" he sighed,

"Ben, can we focus?" Rook interrupted,

"Oh, right" NRG said, snapping back to the danger at hand,

"I will leave you to my back up" Micheal said. He had drained all the energy out of the Crystal Heart, "I have to deliver this energy to Equestria's future king",

As Micheal turned to leave, five figures, three ponies and a griffin appeared, Brainlight recognized one the ponies

"Trixie?!" she gasped,

"What's wrong Twilight, one of your spells backfired?" Trixie mocked,

"Lighting Dust and Gilda?!" Rainbowstone gasped, just as shocked as Brainlight,

"Me and Lighting got beef with you, Rainbow" Gilda growled, cracking her knuckles,

NRG and Rook recognized the five figures, "Sixsix, Sevenseven, Eighteight and Kraab" Rook gasped,

"Already forgotten about me, Tennyson" Albedo snared, "I'm insulted",

"Albedo" NRG said, glaring at his evil lookalike,

"Like you say Tennyson - It's hero time" Albedo smirked, he turned to Trixie,

"If you wouldn't lending me some magic, if you please" he said,

"Trixie would be more than happy" Trixie replied, as she touched her horn to Albedo's Omnitrix

"And while I'm at it, I constructed these devices for you, Lightning and Gilda" Albedo continued. He handed Trixie, Lighting and Gilda some amulets that looked like the Omnitrix, but in different colours.

"You made some knock off Omnitrixes?!" NRG sputtered,

"The're called the Megatrixes" Albedo snapped, "Anyway" he pressed the dial on his Omnitrix, and in a flash of red Albedo transformed into a negative version of the fire shooting swamp alien Swampfire.

In a flash of blue light, Trixie transformed into a ponyified version of the moth-like, ice breathing alien Big Chill,

In a flash of turquoise light, Lighting Dust transformed into a ponyified version of the manta ray like, supersonic alien Jetray,

And in a flash of crimson light, Gilda changed into the rock based alien Crabdozer, the national predator of Heatblast in the wild,

"You and your friends are about to became pancakes" Gildozer growled,

"There is just one thing missing" Trixie Chill said, she and Albedo slapped their Megatrix and Omnitrix symbols on their chests and in another flash Negative Swampfire and Trixie Chill transformed into Ultimate Trixie Chill and Ultimate Negative Swampfire.

Instead of Trixie Chill's body being dark blue it was now crimson, instead of Ultimate Negative Swampfire's gooey shells being light blue, they were now red.

"You never told us that your aliens had ultimate forms!?" Rainbowstone said,

"I forgot, I haven't done it in a while" NRG replied,

"Either way, you freaks are going down" Spikeblast said, he rocketed towards the villains on a fire surfboard,

"Bring it on, you ruffians" Diamondity said, following up on Spikeblast's lead, she morphed one of her front hooves into a blade and charged after Spikeblast,

"Ah yeah, let's cause some pain!" Applerath yelled, she dashed after Diamondity, her wrist blades ready,

"I'm with you, AJ" Rainbowstone said, dashing after her friend,

"Let's party!" Pinkgrade said, from out of nowhere she pulled out her party cannon, merged with it and rushed after her friends,

"We can beat them if we work together" NRG said,

NRG, Rook, the ponies and Spike engaged the villains,

Brainlight fired raspberry coloured lighting from her over sized open brain at Ultimate Trixie Chill, who simply dodged the blasts and fired a hail of fiery ice at Brainlight, "Is that all you got Sparkle?" Ultimate Trixie Chill mocked,

"My dear Trixie, I have more then a enough to stop you" Brainlight replied, shielding herself from the blasts,

Lightingray flew circles around Rainbowstone firing powerful blasts from her eyes, Rainbowstone just absorbed the blast and fired ultraviolet beams back at her, "It's going feel good to get back at you, for getting me kicked out of the Wonderbolts academy" Lightingray snarled,

"Oh yeah, well maybe you should try caring for somepony other then yourself" Rainbowstone replied,

Spikeblast was having no such luck dealing with Gildozer, his fiery blasts didn't even scorch her,

"You're nothing but a bug for me to crush" Gildozer growled, raising one of her crab like legs.

But before Gildozer could attack she was hit by a hail of Diamond shards from Diamondity, "Fighting's not really my thing, I'm more into fashion, but I'll rip you to pieces if you touch one scale on his cute little head!" she threatened,

"And who's going to stop me, you?" Gildozer laughed,

Diamondity stomped her front hooves into the ground causing a chain reaction of large diamonds to erupt from the ground right under Gildozer flipping her into her back, with her legs waving helplessly in the air.

NRG's battle with the three bounty hunters, Sixsix, Sevenseven and Eighteight was going badly. The hero was losing the fight because of the heavy containment suit he was wearing which decreases his speed and agility and the eye holes in the suit were quite small, which limited his vision.

The three alien bounty hunters were attacking him with laser pistols, grenades and buzz saws.

"Looks like I'm going to have to lose some weight" NRG thought, realizing he was losing the fight,

And in a flash of orange NRG ejected from his containment suit and hovered in the air above the three bounty hunters, "Suckers, Ha Ha" NRG laughed,

The three bounty hunters rocketed after him with their jet packs.

Meanwhile in the palace of the Crystal princess Twilight's brother Shining Armour stood face to face with King Sombra, trying his best to protect his wife Princess Cadance, "I'll never let you touch her" Shining said defiantly,

"Your wife, like the other crystal ponies in this empire, belongs to me" Sombra said, "accept your end". He motioned to Micheal, who blasted Shining Armour with his energy, "My...sister...will...stop...you" Shining struggled to get the words out, growing weaker as his life energy was drained away by Micheal.

"And now for you" Sombra continued, as he and Micheal turned to the now unprotected Cadence, who was shaking, "This is such a touching moment, after this not even Princess Celestica can stop me" Sombra said, his voice filled with both a sense of victory and awe.

"You monster! I can't believe you'd do this" Cadance snapped out of her terror,

"I'm the monster, here?" Sombra replied, shocked at Cadance's sudden rise in courage, "I'm not the monster, you are, Crystal princess. If it wasn't for you and that pathetic unicorn Twilight, I would have reclaimed the empire I once ruled! If you will not follow me then you will share your husband's fate" he thundered.

He motioned again to Micheal,

"I'm going to enjoy this" Micheal smirked, as his energy snaked its way towards Cadance. But before it could touch her, Micheal was hit by blast of rainbow coloured laser bolts,

"You will not harm her!" Twilight defiantly said, as she, her friends, Spike, NRG and Rook entered. Twilight and her friends were still in their alien forms and NRG who was now back in his containment suit. They were bruised and battered, but they had won the fight outside and where not willing to give up.

"You will pay dearly for that!" Sombra growled, his grayish green eyes lighting up in rage

"Tennyson" Micheal fumed, he looked as angry as Sombra,

NRG pressed his Omnitrix symbol on his chest and changed back to Ben, "I didn't want to do this Micheal, but the gloves come off this time" Ben said, his voice full of anger. He slapped the Omnitirx dial and in a flash, Ben transformed into the atomic powered alien Atomix.

Twilight, Rainbow, Pinkie and Applejack pressed their Omnitirix's and they transformed too.

Twilight changed into a ponyified version of the electric jelly fish alien AmpFibian,

Rainbow dash changed into a ponyified version of the building blocks alien Bloxx,

Pinkie changed into a ponyified version of the phantom alien Ghostfreak,

Applejack changed into a ponyified version of the armoured, jackhammer armed alien Armodrillo,

After they had transformed, Twilight and her friends rejoined Atomix and the others,

"If you won't listen to reason, Micheal" Atomix said, standing his ground, "then I'll have to beat some scene into you"

"All right, break it up everypony!" Appledrillo got ready to fight. When nothing happen she sighed, "Better yet, let me break in up for you." She smashed one of her jackhammer front hooves into the ground, sending a shock wave rippling though the ground. The castle shook, both Sombra and Micheal were knocked off their feet.

"Applejack you really need to work on your timing" Rainbloxx replied, slapping her hoof to her head,

"Girls can we focus" Twifibian interrupted, she was still trying to control her extra limbs,

"I am ghost oooo" Ghostpie said, as she glided around the room,

"What are you waiting for? Use your powers!" Sombra barked,

"I can't, my powers won't work on ghosts, they don't any life force to drain" Micheal snapped,

"Maybe this might do something" Twifibian said, shooting some blasts of electricity at Micheal,

"Thanks for the power up, you stupid life form" Micheal smirked, he fired a blast of his energy at Twifibian knocking her out of alien form,

"Nopony hurts Twilight Sparkle and gets away with it" Rainbloxx said, stamping her front hooves on the ground. She merged one of her front hooves into a gun, the Bloxx-lobber, and started firing blocks at both Sombra and Micheal. But they both smashed their way though them, Micheal with a powerful blast knocked Rainbow out of her alien form and her Omnitrix symbol vanished.

"Alright that's enough!" Atomix cried, before either Sombra or Micheal could react they were hit by one of Atomix's atomic punches, Sombra was sent flying backwards, whereas Micheal absorbed some the atomic energy from the punch, "Is that all you got, Tennyson?" he growled,

"I have to agree with Ben on this one" Appledrillo said, as she prepared another shock wave. But Micheal somehow guessed what she about to do. Before Applejack could do anything she was hit by a blast of Micheal's energy. She, like Rainbow and Twilight, was knocked out of her alien form, her Omnitrix symbol, like Rainbow's, vanished.

"You've hurt enough innocent lives" Rook said, pointing his Proto tool at Micheal, but before he could fire he was knocked unconscious by a blast of dark magic from Sombra,

"Rook!" Atomix cried, he fired a powerful ball of atomic energy at Micheal in his frustration, only for Micheal to absorb it. Atomix changed back to Ben and slapped the Omnitrix dial, and in a flash Ben transformed into an alicorn, it looked Princess Luna, but instead of a moon cutie mark was the Omnitrix symbol, his mane, instead of being sapphire blue was alien green.

"Wow, this one new" alicorn Ben said, inspecting himself, "I think I'll call this one Omnicorn",

Twilight got back to her feet, looked around at her fallen friends then joined Ben, "I'll fight Sombra till my last breath" she said, she slapped her Omnitrix symbol and transformed into an alicorn version of universe warping alien, Alien X.

"Wow, Twilight you look awesome" Rainbow dash said, as she and the others got back to their feet.

Twilight didn't answer, "Hello, anypony in there?" Rainbow dash asked, waving a hoof in front of Alicorn X's face,

"What's wrong with you, girl?" asked Applejack,

"I think I might know" Omnicorn answered,

Deep within the Alicorn X things were very different from the motionless alien outside.

Twilight Sparkle found herself drifting in a dark void, "Where am I?" she asked,

"Look Serena, if it isn't Twilight Sparkle" a sneering voice answered,

Twilight found her self floating in front of two faces, one frowning and grumpy while the other kind and understanding,

"Why Bellicus, I propose that it is Twilight Sparkle. Seconded?" the kind face said, turning to the grumpy face

"Who are you and where am I?" Twilight asked,

"I am Serena, the voice of love and compassion" the kind face replied,

"I am Bellicus, the voice of rage and aggression" the grumpy face replied,

"And to answer your other question, your inside Alicorn X" Serena continued,

Twilight remembered what Ben had told her on the train to Ponyville about his Alien X form: you had to get both Bellicus and Serena to agree on something and once they agree Alien X's universe warping powers could be used.

"I need to use this alien's powers to free the Crystal Empire from Sombra's evil" Twilight began,

"All in favor of the your land being covered in evil?" Bellicus said,

"I say no" Serena cut in,

"You have to help us" Twilight pleaded,

"All in favor of helping you?" Serena asked,

"Denied" Bellicus spat,

"If you two don't do what I say the Crystal Empire is going to be destroyed, with Ben in it!" Twilight was shouting now,

"And your point would be?" Bellicus asked indignantly,

"We can't allow Ben to be harmed" Serena replied,

"If Ben and the Omnitrix are destroyed, you two will be destroyed with it" Twilight explained,

"All you have to do is let me use Alien X's powers" she continued,

"Seconded", both Bellicus and Serena replied together.

Twilight breathed a sigh of relief.

Outside, Omnicorn and Sombra were locked in a fierce fight. Fluttershy and Spike had tried to help, but ended up having her Omnitrix energy drained from them by Micheal,

"Fluttershy, Spike!" Omnicorn cried as he turned to rush over to them, but Sombra was too quick and hit him in the face with a blast of dark magic. Omnicorn stopped in his tracks, rubbing his eyes, which now glowed toxic green.

"Bellwood? how did I..." he broke off, "No no It can't be" for what he saw was Bellwood city reduced to rubble by the Computron and his forces from Dimension 12. They now roamed the destroyed city uttering the same phrase, "Destroy all flesh and the works of flesh"

Ben reach for the Omnitrix, "What happened to the Omnitrix? I had it a while ago in the Crystal Emp..." Omnicorn stared at his wrist, "The Omnitrix it's gone!" he said,

"Ben! Sombra's using your worst fears to throw you off!" Rainbow Dash cried,

Omnicorn heard what Rainbow said and summoned up a surge of magic which released him from Sombra's spell,

"Only one pony is capable of resisting my magic" Sombra growled, he fired a blast of dark magic again, Omnicorn fired a blast of green magic at the same time, the two energies met in the middle,

"You, like Princess Amore before you, will fall, hero" Sombra declared, his beam got stronger, eventually the beam enveloped Omnicorn. He fell to the ground and changed back to Ben.

"It's all over" Rarity said,

Micheal walked towards the fallen hero, "Time to end this" he said.

But he was interrupted my a voice that sounded like Twilight's voice but two other voices spoke with it in unison, "Motion...denied! This world will not be destroyed!"

The source of the voice came from Alicorn X who was now standing her ground, ready to fight,

"I'll deal with you first" Micheal said, he fired his energy at Alicorn X. But before energy got close, Alicorn X used her horn to draw a circle in midair. After doing that she hit the circle, and the space in front of it rippled like water.

Micheal's energy rebounded back towards its owner. It began to drain Micheal instead of Alicorn X,

"Cheap trick" Micheal growled,

Ben, seeing his chance, checked the Omnitrix. The duel flashed green, "Now to finish this" he said, he slapped the duel and in a flash he transformed into Feedback. He pressed the plug-like attachments on the end of his fingers to Micheal's body,

"I think I'll borrow some energy" Feedback said,

"This isn't over, Tennyson" Micheal said, defiantly as he was drained,

"Sorry dude, it kinda of is" Feedback replied, he fired the energy he had drained out through the wall, in a concentrated blast aiming for the Crystal Heart.

There was a flash of light blue and then a wave of magic that erupted out of the Crystal Heart,

"Noooo!" Sombra yelled, as he was banished back to his prison, leaving nothing but his horn,

Micheal fell to the ground, too weak to go on,

"It's all over" Feedback said, as he turned back to Ben,

"It's finally over" Rarity said, breathing a sigh of relief,

The others turned to Alicorn X, "Seconded! motion carried" it said, as it changed back to Twilight, "I really don't want to do that again" she panted, her Omnitrix symbol vanished,

"Nooo!" cried a voice, they all turned to look at Micheal, Rarity let out a scream for Micheal's face had became an awful zombie-like face.
"Look what you've done to me!" Micheal thundered, almost out of energy, "someday you will all pay!"

Micheal tried run but was hit with a taser shot from Rook, "Micheal Morningstar, you're under arrest" Rook said as he took out a pair of energy cuffs and placed them on him.

Back to Bellwood

Back in the throne room in Canterlot, the ponies, Spike, Ben and Rook stood in front of both Princess Celestia and Princess Luna.

"Ben 10, Rook Blonko, on behalf of Equestria, we thank you" Princess Celestia said, with a smile on her's and her sister's face,

"Don't thank us Princess, thank them" Ben replied, pointing at Twilight and her friends, "if it wasn't for Twilight using Alien X's power we'd all be in trouble. By the way" he continued, "how did you get Alien X to do anything?",

"It was hardest thing I've ever done" Twilight replied,

"You really didn't have to take the risk, but thanks" Ben said,

"Even if the heroes of the day are Twilight and her friends, we still think that you and your partner deserve some thanks" Princess Luna cut in,

"I think Luna may be right, Ben" Rook agreed. "What about those alien bounty hunters and Albedo?" he asked,

"We've teleported them back to your world to a holding cell" Princess Celestia replied,

"Anyone who winds up with you as a hero is really lucky, no, anyone who winds up with you as a friend is really lucky, Ben" Twilight said,

"Anyway" Princess Celestia continued, her horn glowed and a portal opened, "it might be time to say your goodbyes",

"Ben, one last thing before you and Rook go" Twilight said,

"Yeah, what?" Ben asked,

"A picture of you as an alien with me and my friends?" Twilight continued,

"OK, but I don't have a camera" Ben replied,

"Ooo, I do" Pinkie piped up, she produced a camera from out of nowhere,

"I do not understand the fascination with Ben's aliens" Rook cut in, "I am an alien, your world is alien to us",

"Anyway" Ben interrupted, he slapped the Omnitrix dial and in a flash transformed into the electric sasquatch-like alien Shocksquatch,

Both Princess Celestia and Princess Luna looked a bit surprised by Shocksquatch's appearance. Pinkie set up the camera and everyone gathered in a group, the camera clicked twice.

"It's done" Pinkie said, picking up the finished photos, giving one to Shocksquatch and the other to Twilight,

"Well, I guess we should be going" Rook said, after he and Shocksquatch had said their goodbyes to Twilight and the others,

"Even if you're away from us, the others and I won't forget you and I hope you won't forget your friends over here either" Twilight said, almost tearing up.

Shocksquatch changed back to Ben and joined Rook by the portal, "Let's do this again someday" Ben said, he waved to the girls as he and Rook stepped through the portal, which closed behind them.

Pinkie burst into tears as soon as they had gone,

"What's wrong Pinkie, dear?" asked Rarity,

"I miss Ben and Rook already" Pinkie sniffed,

Meanwhile in Bellwood, Ben and Rook stepped out of the portal, outside of the Mr. Smoothy restaurant,

"It is great to be home" Rook said,

"Yeah, but I going to miss Twilight and Rarity, even Rainbow Dash" Ben sighed, "but at least we can get some chili fries and relax",

"Ben!" cried a voice, Ben and Rook turned to see the voice, which came from Ben's cousin, Gwen. With her was her boyfriend and Ben's best friend Kevin E. Levin with his alien dog Zed,

"Hey Gwen, Kevin" Ben greeted his cousin and friend,

"Don't 'hey Gwen' me, where were you and Rook?" Gwen asked crossly,

"Yeah, Tennyson, cut the act already" Kevin followed,

"What are you talking about, Kevin?" Ben asked, confused

"Don't try and change the subject, Ben" Gwen fumed, "you and Rook have been missing for two days! You weren't answering your phone or your Plumbers's badges or anything",

"Gwen forced me to drive her all over Bellwood just to look for you two" Kevin continued,

"Where were the both of you?!" Gwen asked again,

"Let's just say we were off world" Rook began to explained, "in an uncharted area",

"Hey, what's that in your pocket, Tennyson?" Kevin asked catching sight of the photo in Ben's pocket,

"What?" asked Ben, he had forgotten about the photo. Gwen, using her mana, special powers, pulled the photo out of Ben's pocket, before he stop her.

"HEY! NO DON'T LOOK AT THAT!" Ben yelled, frantically.

"Looks like evidence as to where the both of you really were" Gwen said, as the photo floated into her hand,

"No Gwen, Kevin! You don't understand! Just please don't look at that" Ben pleaded,

"Your're busted, Tennyson, time to see what you and Rook have been up to" Kevin said, as he leaned over Gwen's shoulder to look at the photo.

It was to late, both Gwen and Kevin took a long look at the photo both their eyes opened wide,

"Uh..." Gwen mumbled, a bit confused.

All Kevin could do was suppress his laughter by covering his mouth and snickering, "Tennyson, I never know you were into this kinda stuff" he said, finally.

"Sooo, who wants a smoothie? Everyone's on me" Ben said, trying to change the subject

"But Ben I'm not thirsty" Rook replied, Ben gave him a look, "Oh, OK I am feeling very dehydrated suddenly" he finished,

"Are you and Rook standing with a group of... pastel coloured horses?" Gwen asked, still confused

"Actually, Gwen... they're not horses... they're ponies" Ben corrected,

"You just lost all remaining pretense of cool, Tennyson" Kevin smirked,

"That photo's not mine" Ben protested,

"But it's got you and Rook in it" Kevin retorted,

Ben was about to argue but he know that Kevin was right, he sighed.

"If anyone needs me I'll be getting a smoothie" he said,

Gwen handed the photo to Rook, "He'll be alright" he reassured, both Gwen and Kevin.

Rook joined Ben in the restaurant, "you OK partner?" he asked,

"I can't believe I forgot about that photo we took" Ben replied, slurping his smoothie, "the only reward for that whole trip is Gwen and Kevin thinking I'm weirdo" he sighed again,

Rook passed him the photo, "What am I supposed to do with this?" Ben asked, he looked at it again and suddenly noticed something that he hadn't noticed before,

"You know, Rook...maybe we did something out this, after all..." Ben said. Rook looked over his shoulder, and saw that in the corner of the photo were the words 'Keep being awesome'. The two friends smiled and continued drinking their smoothies happily.

Light-years away, in another dimension, a single pink eye watched Ben and Rook enjoying their drinks.

"Well, don't celebrate to soon, Tennyson" a metallic whizzing voice croaked, "now it's my turn and this time you will not be around to stop me" the hooded ghostly figure narrowed his gaze to the photo Ben was holding, "Equestria will become the new Anur Phaetos" the figure let out an evil laugh and turned away from the image.

I don't think we are in Bellwood anymore

Up in the sky somewhere outside Bellwood, Rook Blonko was piloting his proto-TRUK, while his friend and partner Ben Tennyson (Ben 10 for short) had transformed into one of his many aliens and was flying alongside him. Ben was able to transform into different aliens as a result of him wearing the Omnitrix, a watch like device containing the DNA of a million alien species. The alien he had transformed into was called Big Chill, who was a humanoid moth-like alien coloured blue, black and white.

"Anything?" Big Chill asked,

"I'm picking up a disturbance up ahead. Location: the Bellwood power plant" Rook replied,

"I've got a good idea who's behind it" Big Chill said

"Funny" Rook said, "I may have the same idea"

Both Big Chill and Rook landed outside the power plant. Rook used his proto-Tool to blast the doors open, then he and Big Chill proceeded with caution as they entered the building. Rook who was leading, hand motioned to Big Chill to stop as they looked around a corner. They saw a door left open and heard the crackle of electricity coming from it. Big Chill nodded to confirm he understood and as he and Rook charged forward he slapped the Omnitrix symbol on his chest. In an instant Big Chill had changed into another alien, called Feedback, with the power to absorb any kind of energy.

They entered to see Michael Morningstar (formally known as Darkstar), who had hooked himself up to the power plant's generator.

Micheal Morningstar was an old friend/enemy of Ben, he could drain the life force of any life form just by touching them.

"Freeze!" Feedback declared.

Michael stopped what he was doing and turned to face the heroes, "Freeze? I'm way to evil for that" he said, with a smirk.

"Is this what you've been reduced to, Michael?" Feedback asked in disbelief, "Gwen used some of her power to restore you and this is how you repay her!?"

"Ah, yes" Micheal replied, still smirking, "and how is your dear cousin, the lovely Gwen?"

"You're going back behind bars!" Rook said.

Michael detached himself from the generator, his clenched fists glowing with golden energy.

Rook fired a few blasts from his proto-Tool.

Michael absorbed the blasts like they were nothing more then a light snack.

"My proto-Tool can't touch him" Rook said in disbelief.

"You can't, but I can" Feedback said, "all I need is a little boost".

One of the plug-like appendages on Feedback's head plugged itself into the generator. The energy from it ran down into Feedback's body.

"Alright" Feedback said, "I'm all charged up, let's do this!"

Both Feedback and Rook charged at Micheal.

After a fierce struggle Feedback managed to drain some of the energy out of Micheal.

Micheal collapsed to the ground, almost drained of all his energy.

Feedback changed back into Ben.

"You're under arrest" Rook said to Micheal, taking out a pair of energy cuffs.

But before he could put them on Micheal, suddenly there was another crackle of electricity, then a flash and a portal appeared.

"See you, Tennyson" Micheal said, and with that he dashed into the portal.

"We have to go after him" Ben said.

"But we have no idea where this leads" Rook replied.

"Well, I guess we'll find out" Ben said, and with that both Ben and Rook dashed through the portal after Micheal.

Both Ben and his partner found themselves falling through a vortex of rainbow colours before they reached the other end of the portal.
Suddenly Ben and Rook were lying on green grass in some kind of garden. Ben was the first to regain consciousness.

He groaned, "I hope we don't have to do that again".

"Are you OK?" asked Rook.

"Yeah, I'm alright" replied Ben. He looked around, "Where do you think we are?"

"I have no idea, but I don't think we are in Bellwood anymore," Rook said.

"What was your first clue?" Ben asked sarcastically "So where on earth are we?"

"I can't be sure," Rook said, "This doesn't look like any planet I've seen in books"

"Hooves in the air!" a voice called. As both Ben and Rook froze, they saw that they were surrounded by what looked like pegasi and unicorns, wearing armour and helmets. They were also armed with spears, which they were pointing at Ben and his partner.

"Whoa!" Rook gasped, raising his hands as he realized the spears were being pointed at both him and Ben.

"Why do I feel like this is Dr. Animo," Ben groaned.

"I don't think that it is Dr. Animo," Rook replied, "These ponies haven't been altered in anyway".

"How did you know what they are?" asked Ben, a bit shocked that Rook knew what the creatures were.

"I do a lot of studying and based on their physiology that's how I know," Rook replied.

"Silence!" a unicorn wearing different armour to the other ponies said, using the magic from his horn to jab his spear forward to intimidate Ben and Rook.

"We do not mean to harm you," Rook said, trying to reason with the unicorn.

"We hear a lot of that," the unicorn replied, "Now why are you trespassing in the royal gardens?"

"Royal gardens?" Ben asked, shocked.

"You are standing in the royal gardens of Canterlot castle," the unicorn said.

"Canterlot?" Ben repeated even more shocked.

"Castle?" Rook asked, then he looked up and saw the castle they were outside of.

Rook turned to the unicorn guard, "If you would give me and my friend a moment to speak with the ruler of your land we can sort this misunderstanding out".

The guard, who seemed to be the captain, looked at the other guards as they pondered what to do. Then the captain nodded, "Very well, we'll take you to the princesses".

"Thank you" Rook said.

"Princesses?" Ben said, almost speechless.

"But, to make sure that you don't double cross us..." the unicorn guard captain continued, as another unicorn guard levitated cuffs and placed them on both Ben's and Rook's wrists.

"Hey, what gives!?" Ben cried in protest, Rook nudged him.

"Play along," he whispered.

"Follow us," the unicorn guard captain ordered as Ben and Rook followed the guards into the castle.

As they walked through the castle both Ben and Rook couldn't help looking at interior decor.

"Hey, look at those" Ben said, as he and Rook saw some stain glass windows with images of more ponies and other creatures portrayed as though they were in battle.

"Those windows seem to depict some kind of tales, but I do not know of what" Rook said.

"You think we're on some sort of other planet?" asked Ben.

"None I ever been to or even heard of" Rook replied.

The captain and his group of guards lead the two into the throne room, where two thrones were up ahead. Perched on them were two tall equine creatures with wings and horns. One had a white coat, a wavy mane that was a mix of colours, a sun image on it's flank, she was wearing a crown on her head, and a necklace around her neck. The second was a shorter equine with a dark blue coat with a matching wavy mane, a moon image on her flank, a crown on her head, and a necklace around her neck.

"You're highness" the captain spoke up.

"Yes, what is it?" the tallest one answered.

"Sorry for the intrusion, but we found these two strange creatures in the royal gardens" the captain answered.

The two were curious as to what creatures were, as the shortest one replied, "Bring them to us."

The guard nodded and motioned the other guards to bring the two heroes forward. When they reached the throne the guard announced, "Behold their excellencies, Princess Celestia and Princess Luna!"

When both Ben and Rook got a look at the two sisters, Rook tried to hold in his surprise, while all Ben could do was stare at the Princesses. He was by now awestruck.