My little Omniverse 2: The Ghostly Nightmare

by Time Agent pony

Rating: everyone
Tags: Other, Adventure, Ben 10, Princess Celestia, Crossover, Main 6, Princess Luna, My Little Pony: Friendship is Magic
Length: 10403

Ben 10 and Rook are summoned back to Equestria to free the land and the ponies that live there from the darkness of Zs'Skayr

It has been a few weeks since Ben 10 and Rook's adventure in Equestria, but now Ben and his partner must return to Equestria to defeat the undead ghostly villain from his world Zs'Skayr (pronounced "Zuh Scare") from turning Equestria into a land of darkness and ruled by his kind.

Published 2017-02-04 17:00:01 UTC
Last updated 2017-05-14 10:53:33 UTC

The possession begins

The possession begins

On the inter-dimensional planet known as Anur Phaetos, the ghostly overlord Zs'Skayr was standing before a horse shoe shaped gateway made out of glowing purple crystal.

"The time is now" Zs'Skayr said, in his wheezing metallic voice, turning to his most loyal servants: Dr. Viktor, The Mummy and The Werewolf, "power up the portal!" he barked.

"Yes, master" Dr. Viktor obeyed, He plugged the energy conductors on his back into two sockets. Purple lighting sprang from Viktor and surged into the gateway.

"I will proceed through the gateway, wait for my signal" Zs'Skayr commanded,

"Master, I know it's not my place but, we don't know what world lies beyond, allow one of us to come with you" Dr. Viktor protested,

"I am well aware of what lies beyond this gateway, Viktor and I do not require your assistance" Zs'Skayr responded indigently,

"Very well, we will await your signal, master" Viktor said, he detached himself from the sockets and handed his master three purple crystals,

Without another word Zs'Skayr floated though the portal.

In the armory of the Canterlot castle, the Magic Mirror portal sparked into life and Zs'Skayr dropped out, "So this is the world of Equestria, I expected better" he spat.

Zs'Skayr glided through the nearest door, hearing the sound of something approaching, he stuck to the shadows. The guard passed him by, "I think I've found my cover" he gloated.

He glided up behind the guard, who didn't even see him coming. Zs'Skayr's ghostly form allowed him to posses other beings and so he dived into the guard and took over his body, "I think I could enjoy this" Zs'Skayr said, looking at his new body. The guard looked the same but he now spoke in metallic wheeze.

He turned to the purple crystals which he had dropped, "I think that these should be sent somewhere of reach", he smirked,

Luckily for Zs'Skayr the guard he had possessed was a unicorn, he touched his horn to the crystals and all of them vanished,

"Now to find this princess of night," he said.

After wandering around he reached a room with a half moon above the door, "Looks like I've found my key to conquest" Zs'Skayr whispered, to himself.

He phased out of the guard, who fell unconscious, Zs'Skayr glided into the room, where Princess Luna slept,

"Now it begins" Zs'Skayr said, he flew straight at Luna and into her body and mind, into the dream world and Luna's dream.

"What happened!?" Luna said, in her dreams, looking around her. What had once been a nice moon light night, had now become a dark and twisted place.

As if in answer a wheezing metallic laugh echoed through the dark place, "You are the Princess of the night, Luna correct?" the voice continued,

"Show yourself, you coward!" Luna cried,

"As you wish" the voice replied, after that a grey spectre appeared before her,

"Who are you!?" Luna demanded, "and how did you get into the dream world?",

The spectre said nothing, there was a ripping sound as sharp talons poked through his hands and tentacles burst from his chest.

The spectre, showing no sigh of pain, brought his talon hands to his face and ripped the skin off, revealing a nightmarish face,

"What in Equestria are, demon!?" Luna said.

"I am Zs'Skayr, the ruler of Anur Phaetos and soon this world" the spectre replied.

Without another word the nightmarish creature rushed straight at Luna, possessing her body and mind.

"Let's have some fun" Zs'Skayr's metallic voice said, from Luna's mouth.

Next morning,

"It is good you accepted my invitation when you did," Princess Celestia said, as Twilight and her friends entered the throne room.

"What's this all about?" asked Rarity.

"Not some world destroying force you need us to stop?" joked Rainbow Dash.

"Something is wrong with Princess Luna," Celestia replied, "she's been acting strangely since the morning and I'm getting worried."

"Strangely how?" Twilight asked.

Before Celestia could answer, Luna entered the room, Zs'Skayr still possessing her body.

"Luna, are you alright?" Celestia asked.

"I'm quite alright, dear sister," Luna replied.

"Something about you seems off," Celestia continued.

"Must be your imagination," Luna responded.

"What's wrong with your voice?" Applejack asked.

"I have cold," Luna answered, adding a fake cough, "should get to bed," she finished.

"Nothing seems to be wrong with her, apart from her voice" Fluttershy said, after Luna had left the room.

"Perhaps you're right Fluttershy," Celestia replied, "maybe I'm being a little over protective of my little sister."

Twilight and her friends left the room, "Maybe I was being a bit over protective," Celestia said, to herself when they had left.

"No, you are right, about there is something wrong with me," Luna answered, she had entered the room.

Celestia was going to answer, then she noticed that Luna's eye weren't her usual light blue, they were black with pink pupils.

"Your not Luna!" Celestia said.

"You are correct, I am not your Princess Luna," not Luna replied, "I am Zs'Skayr, soon to be ruler of Equestria."

"You'll have to go though me first," Celestia replied.

"Time to take you out of the equation" Zs'Skayr smiled, Luna's horn glowed and a portal opened up.

"What's happening?" Celestia asked, as she was slowly sucked towards the portal.

"Princess Celestia!" cried six voices.

Zs'Skayr turned to see Twilight and her friends, they had heard Celestia's shout from her throne room.

"Your next," Zs'Skayr smirked.

"Twilight! You have to get to Ben 10 warn him" Celestia cried, "before its too la..." before she could finish Celestia was sucked into the portal, which closed behind her.

"What did you do with our Princess?!" Rainbow Dash demanded.

"Do not concern yourselves with what I have done," Zs'Skayr laughed, "rather tremble at the thought of what I am about to do." Luna's horn glowed again and the moon began to move in-front of the sun.

"Darkness falls," Zs'Skayr declared, "Equestria is now, my domain."

Before Zs'Skayr could go any further Twilight, using her magic, teleport everyone back to her castle of friendship.

"What do we do now?" Rarity asked.

"Uh... panic?" replied Fluttershy.

"That's your answer for everything!" Rainbow Dash said.

"Well, we can't just sit here and do nothing," Applejack finished.

"Your right," Twilight agreed, "we have to get to Ben warn him and Rook about whats happening here."

"You can get us to Ben's world?" Rarity asked.

"I have to try," Twilight replied.

Everyone gathered round Twilight as she prepared to teleport, Spike and Starlight Glimmer opted to stay behind.

When it was ready, Twilight's horn glowed and in a flash the girls disappeared.

An army is raised

Undertown

Twilight and her friends materialised in the subterranean alien city, below Bellwood.

"This place is wired," Rainbow Dash said, looking around at all the different shops.

"Focus girls," reminded Twilight, "we have to look for Ben and Rook."

The Girls began to wonder around the different shops.

"Tube socks!" someone was shouting, "grouped in twos, grouped in threes, grouped in fives, guaranteed to fit any tube."

"It's almost like the market, back home," Applejack said.

"Get your protozoan smoothies!" someone else was shouting, "get your protozoan smoothies."

"I don't know about you guys" Pinkie commented, "but I'm hungry."

She walked by to one of the stalls, "Tentacles on a stick," the vender said, "so fresh they grab you."

"I'll take six of those, please," Pinkie said.

"With suckers, without suckers?" the vender asked.

"With, please," Pinkie replied, she placed a few bits on the counter.

The vender, not minding about the bits, handed over six green tentacles on sticks to her.

"Who's hungry?" Pinkie asked, offering the tentacles to the others.

"I'll pass," Rainbow Dash gaged.

"I just remembered, I had something before we left," Rarity grimaced.

"Oh, I'm suddenly not hungry" nodded Fluttershy.

"Me too," agreed Twilight and Applejack.

"Suit yourself," Pinkie replied, popping one of the tentacles into her mouth and chewed it.

"How can you eat that?!" Rainbow Dash asked, trying not to be sick.

"What? It's good" Pinkie replied, her mouth full of tentacles.

A sudden explosion caught their attention, soon after an alien creature, with a familiar symbol in its chest, came flying and hit the ground nearby.

"Why do you never give me the alien I want Omnitrix," the alien groaned.

The alien got back to his feet and charged to where the explosion had come from.

"Well, so much for looking," Rainbow Dash said.

With that the girls rushed off towards where the alien had run off to.

"Give up while you still can" Water Hazard cried, as he fired blasts of water at the course of the earlier explosion, Carl Nesmith a.k.a. Captain Nemesis.

"You'll never stop me, Ben" Captain Nemesis laughed, "Never!"

"That's what you think," Water Hazard remarked.

From behind, Ben's partner, Rook fired an electric rope from his Proto-tool weapon, it wrapped around Captain Nemesis and shorting out his battlesuit.

"It's not over until I say...," was all Captain Nemesis could say before he was knocked unconscious by Water Hazard.

"It's over," he said, changing back into Ben, while Rook applied his energy cuffs.

"Ben!" called a voice.

Both Ben and Rook turned to see Twilight and her friends running towards them.

"Twilight?" Ben said, confused.

"Rainbow Dash?" Rook said, equally confused.

"Ben, you've got to help!" Twilight said, breathlessly.

"Princess Luna's been taken over!" Rainbow Dash continued.

"And Princess Celestia disappeared!" finished Fluttershy.

"Whoa, Whoa," Ben interrupted, "let's start from the beginning.

Burger Shack

The Girls and Rook sat at a table at Ben's second favourite restaurant to Mr. Smoothies.

Pinkie was still chewing on her tentacles.

Ben brought over the food, along with a bag of chilli fries for himself.

"Finally some real food," Rainbow Dash said.

"Are you sure that you don't want a little bit of tentacle?" Pinkie asked Rainbow Dash.

"For the last time no!" Rainbow Dash responded.

"I got you the kiddy meals," Ben replied, "just don't let them know your over eight."

"Now maybe you can tell us what the emergency is," Rook continued.

So the girls explained everything that had happened back in Equestria, while eating their meal at the same time.

"So that's why we came here," Twilight said, after she and the girls explained everything.

"So Zs'Skayr has possessed Princess Luna and is planning to take over Equestria," Ben said.

"If he's not stopped he will turn our world into a living nightmare," Fluttershy replied.

"I'm afraid that's only the tip of the iceberg," interrupted a voice.

Everyone turned to see the time traveling professor, Paradox.

"Professor Paradox," Ben greeted.

"Good to see you again, Ben Tennyson," Paradox replied, "or should I say, it will be good to have seen you before."

Paradox then noticed Twilight and her friends.

"Who are you?" Twilight asked.

"We haven't met, well I have," Paradox replied, "Professor Paradox at your service."

"Well at least someone knows how to act like a gentlemen," Rarity remarked.

"Anyway back to the point," Paradox continued, "Zs'Skayr hasn't just limited himself to conquering a single dimension, but all parallel dimensions."

"But why start with Equestria?" Applejack asked.

"My best guess," Paradox answered, "when Ben and Rook first came to your world it weakened the fabric between worlds, all Zs'Skayr had to do was using the weak points as a lens he made a portal to your world."

"Speak english, you egghead!" Rainbow Dash interrupted.

"Fine," Paradox sighed, "imagine a window, what happens when the glass brakes?"

"It shatters," Rarity answered.

"Correct," Paradox replied, "when Ben and Rook made a hole it cracked the world around it, the entire surface of your dimension splintered and that allowed Zs'Skayr to bleed through the fault lines of the dimensional void."

"Then we need to stop Zs'Skayr before its too late," Rook said.

"Gwen and Kevin are too far away to call right now," Ben added, "So we're going to have to find help else where."

"Before that we need weapons" Rainbow Dash interrupted again.

"We have got weapons back at the Plumbers HQ," Rook interjected, "Rarity, Fluttershy, Pinkie and me will gather weapons to take Zs'Skayr and his forces on"

"And Twilight, Rainbow Dash, Applejack and me will go with Paradox to round up our help," Ben finished.

"It's settled then," nodded Paradox.

Rook, Rarity, Fluttershy and Pinkie climbed into Rook's Proto-TRUK and drove off.

Ben, Rainbow Dash, Twilght and Applejack joined Paradox, who opened up a dimensional portal, and they disappeared.

"Where are we?" asked Rainbow Dash.

"This just looks like Bellwood" Applejack said, "only tinted blue."

"This is the twenty third dimension" Paradox replied.

"Look" Twilight said, pointing at billboard on a nearby building, it showed a picture of a slightly younger version of Ben with blue eye instead of green.

"Don't worry, police, Ben 23's got your back," Twilight read the billboard.

Suddenly an alien, similar to Ben's alien Heatblast, came crashing through the billboard and hit the ground.

"Oh, man" he said, as soon as he saw the hole he'd made in the billboard, "not my Billboard."

The person responsible for throwing the alien through the billboard soon appeared.

"Eon!" Ben gasped, "he must be working for Zs'Skayr."

"Who's Eon?" Applejack asked.

"He's an evil version of me," Ben explained.

"How does that make any sence?!" Rainbow Dash cried.

"We can discuss that later," Twilight interrupted, "right now, we need to help that alien."

Twilight and her three friends were about to rush in to help, only for Professor Paradox to stop them.

"Rushing in now would be a very unwise," he said.

"But we've got to help him!" Rainbow Dash retorted.

"If Eon is working for Zs'Skayr and he sees you and Ben trying to help he may warn Zs'Skayr." Paradox answered.

"We can't just stand here and watch," Rainbow Dash replied.

"Maybe the way we can help him is by not letting Eon know we're helping" suggested Twilight, after some thinking.

Ben nodded and turned the dial on his Omnitrix, just as the alien was hit by a blast from Eon, sending him flying into a nearby building.

As the Alien changed back, into Ben 23, Ben dashed into the dust from the building being destroyed and in a flash Ben transformed into the alien werewolf Blitzwolfer.

While Twilight, her friends and Paradox got Ben 23 to safety, Blitzwolfer engaged Eon.

"It is no use, Tennyson," Eon growled, "I know all your moves, all your aliens."

"Well stop me if you've heard this one," Blitzwolfer replied, he fired his sonic howl attack.

Eon avoided the attack and fired a blast of energy at Blitzwolfer, blasting him back.

"You three worry about him" Ben 23 said, he and the others had been watching other Ben's fight, "I'll worry about him."

He turned the dial on his Omnitrix and slapped it down and transformed into Echo Echo, called Copy Copy in his dimension.

As he rushed in to battle Eon, while other Ben got to safety.

"How are you changing so fast?" Eon questioned, he fired a few blasts of energy at the alien.

Copy Copy simply split into clones and avoided the attack.

"This Ben is a little harder to recruit then I thought" Eon said, to himself, as he dodged Copy Copy's sound attacks.

Eon opened up a portal and dived through it, with the portal closing behind him.

Copy Copy changed back into Ben 23 and joined the others, "Thanks for the help" he said, "whats up with that Eon weirdo?"

"We don't know yet but we need your help in the coming fight," Ben replied.

"OK," Ben 23 nodded, "Just need to talk with my agent."

He took out his phone and began texting, "I'm all yours." after a few seconds.

With that the two Bens, the ponies and Paradox stepped into the dimensional portal.

Main Ben 10 timeline, 16 years in the past

"This is your last chance to join us" Eon said, as he fired energy blasts at a 16 year old version of Ben.

"Not a chance Eon," Ben replied, "it's hero time." he slapped the dial of the Ultimatrix and transformed into Swampfire.

"It's no use, Tennyson" Eon smirked, "I know all your aliens, inside and outside." he fired another blast, this one hitting the hero.

"All too easy," remarked Eon.

Suddenly there was a flash of green and Swampfire transformed in Ultimate Swampfire.

"Time for round two," Ultimate Swampfire said, he fired a blast of blue fire from his palms at Eon.

Eon dodged the attack and fired another blast at the hero, who avoided it and blasted Eon with some more blue fire.

"You had your chance to join us," Eon said, "Now you alone with the universe will suffer."

Eon opened up a portal and dived in.

"What was that all about?" Ultimate Alien Ben asked, as he powered down.

"If you come with us we can explain" Paradox said, as he, Ben 23, Omniverse Ben and the three ponies approached him.

Gwen 10 dimension

"Who the heck are you?!" Gwen said, as she dodged Eon's attacks.

"You know me better than you might think," Eon smirked.

"Whatever creep," Gwen said, she turned the dial on her Omnitrix and slapped it down and transformed into Diamondhead.

"I'm taking you down" Diamondhead said, she fire diamond shards at Eon.

He dodged the attacks and fired off more energy blasts.

"This Tennyson is a lot smart than I expected" Eon said, to himself, he opened up a portal and jumped into it.

"Well, that was weird" Gwen said, as she changed back, "what did that guy want?"

"We can explain everything" Twilight said, as she, the three Bens, Rainbow Dash, Applejack and Paradox approached her.

The Future

"What is this place?" Applejack asked, looking around at the futuristic world.

"This is the galactic headquarters of Ben 10,000" Paradox replied.

"Awesome" Rainbow Dash cried.

As they entered they found the Ben they were looking for, he was looking at a computer screen.

"Nice to see you again, Paradox" he greeted.

"And to you Ben" Paradox replied.

"Let me guess, this is a situation that only that wearers of the Omitrix can stop?" Future Ben asked.

"Hit the nail on the head as usual, Ben" Paradox nodded.

"I'm in" Future Ben replied.

An alternate future

"Are we done yet?" Rainbow Dash asked.

"Far from it," Paradox replied.

Rainbow let out a groan,

"Good to see you, Paradox," said a voice.

The voice belonged to another version Ben 10,000.

"Whatever it is I'm in," he smiled.

With that he and the others vanished into the dimensional portal, their search for heroes had only just began.

The Team is assembled

Meanwhile back Plumber HQ

Rook and other three mane six had finished in gathering weapons and equipment from the HQ's weapons room and where now waiting for the others to get back.

"How long do we have to wait?" Rarity asked.

"Hard to say," Rook replied, "time isn't that easy to keep track of."

"Really?" asked Ben as he and the other three ponies exited a portal, "I'd say were right on time."

"Where's Paradox?" Rook asked.

"He'll be along in a bit," Applejack replied.

"He said he had to round up some more backup for us" Rainbow Dash finished.

"Alright then" Rook nodded, "we've got all the weapons and equipment we need."

"Then lets get moving," Ben said.

Twilight's horn glowed and a portal to Equestria opened up, all the ponies, Ben and Rook stepped through it.

Twilight's castle of Friendship

While Twilight and her friends had been gone, Starlight and Spike had gathered her friends together, these being: Trixie and Thorax.

The portal opened up and Twilight, her friends, Ben and Rook stepped out.

"Twilight," Starlight said.

"Good to see your safe, Starlight" Twilight smiled.

"But who are these two with you?" Starlight asked.

Before Twilight could introduce Ben and Rook, Trixie spoke up, "I know you" she said, "you're Ben 10 aren't you?"

"You're Trixie" Rook said, "you helped Michael Morningstar takeover the Crystal Empire."

"Well you may not believe it," Trixie said, "but I've reformed."

"I believe it," Ben smiled, "My cousin always said, people change."

"You mean pony," Trixie replied.

"Right," Ben smiled.

After that, Twilight introduced Ben and Rook to her student Starlight Glimmer and Thorax, a changeling.

"Our back up should be arriving about now," Ben said, as Rook unloaded all the weapons and equipment from his Proto-TRUK.

After Ben said that, an interdimensional portal opened up and the other universe Bens exited, accompanying them was Professor Paradox and three groups of ponies, that Twilight and the others had never seen before, they did recognise one of the groups but the other two groups they didn't.

"Ah, the gangs all here," Paradox said.

"Who are these ponies?" Starlight asked.

"They are the Elements of Harmony, just from from other universes," Paradox replied.

"The Elements of Harmony from the Backgroundverse" Paradox continued, "yes the Backgroundverse." he repeated.

"That means they're background characters," Pinkie whispered.

"Next the Elements from the Crossverse" he continued.

"That means that we're stallions" whispered Bubble Berry, the gender swapped version of Pinkie Pie.

"And lastly the Elements from the Cloneverse" Paradox finished.

"Cloneverse?" Starlight asked, "you mean their clones of....us?"

"Not quite" replied, Fire Dash, "some of us are clones of two ponies, for example I'm a clone of Rainbow Dash and Firefly."

"I was wondering why you looked like me," commented Rainbow Dash, "great mane style by the way."

"Since your a clone that explains why I share her mane style," Twilight concluded.

"I believe you just gave yourself a compliment there, Rainbow" Rarity said.

"Well when you look that awesome" Rainbow Dash replied.

"But, how can they be multiple Elements of Harmony?" Trixie inquired.

"Reality is like a river that brakes off into many parallel universe," Paradox explained, "these ponies are all the bearers of the Elements of Harmony just with slight different."

"Mean they all share the same elements as Twilight and her friends?" Starlight asked.

"Correct," Time-Turner, from the Backgroundverse, nodded, "the names may be different, but the magic is still the same."

"Well I think that it's time for me to go," Paradox continued.

"What do you mean, go?" asked Dusk Shine, the gender swapped version of Twilight.

"As a time traveller, I cannot interfere in events that transpire here" Paradox replied.

He noticed that Butterscotch, the gender swapped version of Fluttershy, looked scared, "have a gumball" he smiled, offering him a red coloured gumball, "they're good for the nerves."

"Farewell" Paradox continued, "now if you'll excuse me I have to go meet you lot at the end of the battle. Or is that the beginning of the battle?"

With that Paradox disappeared.

"We can save the meet and greet for later," Vinyl, from the Backgroundverse, said.

"Agree" nodded Ben 10,000, "We need a plan, before anything else."

"Has anything changed since we left?" Twilight asked Starlight.

"Aside from it being night in middle of the day, no" Starlight replied.

"There was also some purple lightning earlier," added Thorax.

"Purple lighting?" Rainbow Dash questioned.

"I've seen purple lightning before," Ultimate Alien Ben answered, "and I think I might know whats going on."

The Everfree Forest

Three purple crystal lay amongst the undergrowth and fauna.

A manticore's paw reached out to touch the strange stones, suddenly the creature began to mutate.

Purple lighting flashed through the sky, the mutated manticore let out a terrifying roar.

An evil team is assembled

Meanwhile back in Canterlot castle

"You have done well, Eon" Zs'Skayr smiled, as he and Eon looked at the evil beings from different universes they had recruited.

The evil versions of Ben were: Bad Ben, Mad Ben, Nega Ben, Benzarro and Albedo.

The evil versions of the Elements of Harmony they had recruited were: The Elements of Insanity and The Plundering Six.

Along with them were The Mummy, Dr. Viktor and The Werewolf and a newcomer Maltruant.

"You have all been gathered here," Zs'Skayr continued, turning to his recruits, "because we all have something in common."

"Like what?" Twivine, from the Plunderverse, asked.

"We all desire conquest and our enemies crushed under our feet," Zs'Skayr replied.

"We're listening" Brutalight Sparcake, from the Insaneverse, smiled.

"But first we need to find some items that are hidden in the forest," Zs'Skayr continued.

The Everfree forest

UA Ben, Other Ben 10,000, Trixie, Starlight, Rainbow Dash and Rainbow Blitz, the gender swapped version of Rainbow Dash, had been sent into the forest where Thorax had seen the purple lighting.

"Thorax said it was around here," Starlight said.

Suddenly, there was a rustling in the bushes nearby.

"What was that?!" asked Trixie, becoming scared.

The rustling was coming nearer and nearer.

"I think we're about to find out," UA Ben said, readying his Ulitmatrix.

Other Ben 10,000 readied himself as well.

Suddenly a Manticore leaped out of the bushed and let out a thunderous roar.

"I know I'm not from around here," Rainbow Blitz said, "but I don't think that Manticores are suppose to look like that."

The Manticore's body had been warped almost beyond recognition, its entire body was dark purple, even its behaviour it had changed, making it more violent and hostile.

"I wish Fluttershy was here," Rainbow Dash said, as the creature advanced on them.

"Just as I thought," UA Ben commented, he handed some discs to the ponies.

"You'll need these," he told them, slapping the dial on the Ultimatrix and transformed into Brainstorm.

Other Ben 10,000 turned the dial on his Omnitrix and transformed into Ultimate Ben.

"I thought you were going to transform," Rainbow Dash noted.

"I have," Other Ben 10,000 replied, he slapped the Ultimatrix on his chest and diamond shards shot from his hands.

"That is so AWSOME!" both Rainbow Dash and Rainbow Blitz cried together.

"Oh, please," Brainstorm huffed, "your transformations are mere child's play compared to my brain."

Brainstorm shot of a blast of electricity from his brain at the Manticore, stunning it for a while.

Ultimate Ben followed by firing more diamond shards at the creature, causing it to shield itself.

"I believe that it is time to add some muscle to this situation," Brainstorm said, he slapped the Omnitrix and transformed into Four Arms.

"Agreed," Ultimate Ben nodded, "this guy needs to cool off." he slapped his Ultimatrix and blasts of ice erupted from his hands, freezing the Manticore to the ground.

"Lights out," Four Arms cried, with an almighty punch from all four of his arms, put the Manticore out cold.

"And that my friends is that," Four Arms said, as he changed into UA Ben.

Ultimate Ben powered down back into his normal form, Other Ben 10,000.

"How come you didn't change?" Trixie asked.

"I haven't bothered to for years. Not since I discovered my best transformation," Other Ben 10,000 replied.

"Ultimate Ben?" asked Starlight.

"What power comes with that?" Rainbow Dash asked.

"Pretty much all of them," Other Ben 10,000 replied.

"That is so awesome," cried Rainbow Blitz.

"Back to the point," interrupted Starlight, "Manticores don't have purple skin or act like that."

"What could course something like that?" Trixie asked.

"Corrodium," UA Ben said.

Before UA Ben could continue there was a purple glow from nearby.

The team moved to where the glow was coming from and came across one of the evil Bens, Nega Ben and Brutalight Sparcake and Applepills, the insane versions of Twilight and Applejack alongside the Mummy.

They were digging for the source of the purple glow, "Why are we out here just to find some stupid rocks?" Brutalight fumed.

"Whatever," Nega Ben, currently in the form of Bloxx replied.

"Hay, you got any pills?" Applepills asked.

No pony answered, "I know it" UA Ben whispered, "We're dealing with Corrodium." he and the others kept out of sight.

"I think I've found the pills," Applepills said, after some more digging, "I mean, what we come for."

She picked up three purple glowing crystals, the Mummy opened up its chest and prepared to take the crystals.

But before it could take the crystals from her, she heard a rustle from the nearby foliage, where the good guys were hiding.

"You hear that?" she asked.

"Lame," Nega Ben groaned, "I guess we're being watched or something."

"Maybe they've got pills!!!" Applepills said, a wild look in her eyes, she ran with crystal in her mouth towards where the sound had come from.

"There's nothing here," she called back to her comrades, not noticing the crystal fall out of her mouth.

"Right let's get moving," Brutalight said.

And in a flash Brutalight and the three other villains vanished.

"That was close," Starlight said, she had used a cloaking spell to hide the team.

They then noticed the crystal Applepills had dropped.

"The discs, put them on," UA Ben suggested, "they'll protect you."

Starlight, Trixie, Rainbow Dash and Rainbow Blitz put on the discs UA Ben had given them, they were special hazmat suits.

"Impressive" Starlight commented, looking at the suit design.

Both Bens transformed, Other Ben 10,000 back into Ultimate Ben and UA Ben into Spidermonkey.

"We'd better get this back to the others," Spidermonkey said.

Back at the castle of Friendship.

"Well, this explains that mutant Manticore," Ben 10,000 said, he had transformed into Brain Matter, a fusion of Grey Matter and Brainstorm.

His Omnitrix was a lot more different then the others, he had the Biomnitrix, two omnitrixes linked together, that allowed him to transform into alien fusions by using the two at the same time.

While he was in alien form the other were all wearing the special hazmat suits.

"Can you please tell us whats so important about this crystal?!" Starlight demand.

"It's called Corrodium....." UA Ben began.

"She asked what's important about it, not what its called" Trixie interrupted,

"As I was saying," UA Ben continued, "Corrodium is high energy mineral not native to this dimension."

"It is a powerful energy source thats very unpredictable," continued Brain Matter, "the crystal's radiation can mutate humans and other earth-native species."

"We also discovered that Zs'Skayr's not working alone," added Rainbow Dash.

"Yeah, his got some wired versions of Applejack, Twilight and Ben," continued Rainbow Blitz.

"That would explains why we saw Eon in all the other dimensions," Ben 23 replied.

"Eon must have joined Zs'Skayr and helped him recruit evil Bens and Elements," Brain Matter said, transforming back to Ben 10,000 and placing the Corrodium crystal in a containment unit.

"Next thing we need is a plan," Other Ben 10,000 nodded.

Canterlot Castle

"You only recovered two of the three Corrodium crystals!?" Zs'Skayr thundered.

"Don't look a me, man," Nega Ben replied.

"Yeah, ask Applepills," nodded Brutalight Sparcake, "I told you picking her for recovering the crystals was a bad idea."

"It's not my fault that I'm not in control of my pills," Applepills responded, "I mean, control my craving."

"I don't care what you do just get me that Corrodium crystal," Zs'Skayr fumed, "Without it my plan cannot complete."

Zs'Skayr turned to Dr. Viktor, "take a team do what ever it takes to get the crystal."

"I will be done," Viktor replied.

Back at the Castle of Friendship

"So thats the plan," Ben 10,000 said, "a team will head into the Nullvoid and retrieve Princess Celestia."

"The rest of us will fight our way to Zs'Skayr's stronghold," OV Ben finished.

"What's the Nullvoid?" Twilight asked.

"It's an alternate dimension and prison for intergalactic criminals," UA Ben explained.

"You all know what you've got to do," Other Ben 10,000 finished.

The team heading into the Nullvoid consisting of: Lyra, Fire Dash, Elusive (Rarity genderswapped self) and Bon Bon suited up with equipment that Rook had brought

Those of Nullvoid team who couldn't fly, those being Lyra, Elusive and Bon Bon gear up with rocket packs.

"Your watches are homing beacons," Rook explained, as he handed communicators to the team, "as soon as you find Celestia you can use them to lead you back to the portal."

"Alright, we're ready," Lyra said, "let's move team."

"One more thing," Rook added, "once the gage on your watches hits the red you need to get out no matter what."

With that Rook fired up the Nullvoid projector and opened a portal which the away team stepped through.

"What now?" Ben 23 asked.

Before Ben 10,000 could answer the doors to Twilight's castle shook, "We fight." he replied.

The doors shook again, The Bens and the Elements readied them selves, with the Bens transforming into their aliens forms:
UA Ben into Eatle,

Ben 23 into Eyeguy,

Ben 10,000 into Diamondstone (a fusion of Diamondhead and Chromastone),

Other Ben 10,000 into Ultimate Ben, equipping himself with XLR8's powers.

Gwen into Blitzwolfer,

OV Ben into Swampfire.

The doors shook again and burst open, there stood Dr. Viktor and some of the evil Bens, some of the evil Elements and the entire population of Ponyville, Canterlot and Cloudsdale, now turned into Zs'Skayr's minions.

"There is no place left for you and your allies, Tennysons," Viktor declared.

"Who's running Freakshow?" Rainbow Dash smiled.

"Bring it on!" Rainbow Blitz roared.

With that the evil Bens slapped their omnitrix's, transformed and, alone with the evil Elements and Dr. Viktor, charged at the heroes.

A Princess rescue

In the Nullvoid

"So this is the Nullvoid?" Elusive said, as he and the other members exited the portal into the Nullvoid.

"Rook told me it goes on forever," Lyra said, looking around.

"He also said he wasn't even sure he remembered what was in here," added Bon Bon.

Just then there was roar was heard and some strange grey creatures flew overhead.

"Well we know what to exact now," Fire Dash said.

The team moved pushed on deeper into the Nullvoid.

Back with the others

The battle was in full swing with the heroes and villains going at each other, the battle had moved from the inside of Twilight's castle to the streets of Ponyville, the Elements fighting along side the Bens.
Some of the pony combatants were equipped with Sun Gun, guns which fire beams as bright as sunlight, to fend off the possessed Ponyville, Canterlot and Cloudsdale citizens.

Eyeguy and Rainbow Blitz fought Fluttershot (Fluttershy's insane counterpart), Benzarro, in the form of Frankenstrike and Rainbow Briar, evil Rainbow Dash from the Plunderverse, with Eyeguy shooting his eye-beams at her and he and Rainbow Blitz dodging Fluttershot's scream attacks.

Eatle and Vinyl fought Derpigun (Derpy's Insane counterpart, Flutterthorn (Fluttershy's Plunderverse self) and Nega Ben, in the form of Shocksquatch, with Eatle tearing a chunk out of the ground, taking a bite out of it, and firing a beam from his horn at Derpigun, while Flutterthorn engaged Vinyl.

Blitzwolfer, Octavia, Rarity and Applejack (main universe) dodged and fired her sonic howl at an attacking Appleplant (Applejack's Plunderverse counterpart), Rarifruit (Rarity's insane self) and Mad Ben in the form of Rath.

Ultimate Ben, Charity and Applejack (genderswapped) face Rainbine, Rarivine and Bad Ben in the form of Fourarms, with Ultimate Ben using his speed to dodge Rainbine's bullets and Rarivine's dark crystal shards.

Swampfire, Dr. Hooves and Derpy faced off against Plunder Pie, Pinkis Cupcake and Albedo in the form of Ultimate Humungousaur, with Swampfire dodging Plunder Pie's spiked ball, fired from her Party Plunderball Cannon, along with Ultimate Humungousaur's hand missles while also trying to keep Pinkis at bay.

Diamondstone and Twilight faced off against Twivine and Brutalight Sparkcake, with Diamondstone absorbing the blasts of magic from the two and ultraviolet ray at them alone with Twilight firing her own magic blasts.

"You two can't keep this up," Twivine smirked, "you'll tire out."

Twivine and Brutalight fired a combined blast at the two, Diamondstone and Twilight firing a blast at the same time, the two blasts clashed.

The two evil Twilight's added more power pushing the blast towards the heroes, when it looked like the villains were going to win Diamondstone and Twilight's blasts was made more powerful by the arrival of Starlight Glimmer, Starlight Sparkle and Dusk Shine.

"Keep fighting!" Diamondstone said, "We are holding them back,"

"Why do I get the feeling that they're letting us win," Starlight said.

"Wait who's guarding the crystal?" Swampfire asked.

Suddenly there was a scream from inside the castle, the heroes turned to see Maltruant taking the Corrodium crystal of the container.

"I got it!" Eyeguy cried, he fired an ice beam at the three he was fighting, freezing them in place, and dashed back to castle, but before he could get there he transformed into Ben 23.

"No, not a time out" he groaned.

"Stop!" Fluttershy cried, she dashed at Maltruant.

"Fool you cannot stop me now," Maltruant laughed, he shone the crystal in Fluttershy's face.

Fluttershy began to ryth as she began to mutate, "I will not hurt my friends," she struggled, as she tried to resisted the crystal's energy.

"Impossible!?" Maltruant said, shocked, "no being can resisted Corrodium energy,"

"Forget about that," Viktor said, "We have what we came for,"

He turned Maltruant, "get us out of here." he commanded.

Maltruant obeyed and in a flash the team of villains and doppelgangers vanished.

Fluttershy cried out as she was enveloped in a purple flash of light.

"Fluttershy, NO!" Rainbow Dash cried.

The purple light cleared to show Fluttershy, unharmed and un-mutated but unconscious, but there was now a second Fluttershy next to her. Only this one was different: she had vampire fruit bat-like traits, red eyes, her mane and tail were much more rugged and unkempt even her cutie mark had changed from butterflies to bats.

"What the heck?!" Ben 23 asked.

Flutterbat, the second Fluttershy, hissed and leaped from the castle at Ben 23.

"Get this thing off me!" he cried.

Flutterbat hissed at him, while also trying bite Ben 23 with her fangs.

"Hey, fangface!" cried Eatle, Flutterbat turned and was hit by a blast from Eatle, knocking her back.

"Time to fight fire with fire," Swampfire said, he slapped the Omnitrix symbol and transformed into the alien vampire, Whampire.

Flutterbat turned away from Ben 23 and flew straight at Whampire.

Whampire simply dodged her and grabbed her, "Now," he said, staring into Flutterbat's eyes, "you will face your master."

Flutterbat continued to struggle against Whampire's grip, "OK, hypnosis doesn't work" Whampire said, as he struggled to hold Flutterbat down, "how about this."

He spat one of his Corrupturas at Flutterbat, it stuck to her forehead, the moment it did Flutterbat froze.

"What did you do to her?" Starlight asked.

"Well since I couldn't hypnotise her I used my Corrupturas to control her body," Whampire replied.

"Thats an impressive trick," Trixie commented.

The two other Bens powered down, while Ben 10,000 transformed into NRGutrot, a fusion of NRG and Gutrot.

"OK let her go" he said.

Whampire realised Flutterbat, who did nothing becuase Whampire had control of her body.

NRGutrot realised a gas from his body towards Flutterbat, once it surrounded her she fell unconscious.

"What was that?" Derpy asked.

"Sevoflurane, it's a knockout gas," NRGutrot replied, as transformed back into Ben 10,000.

"We need to keep her from harming anyone else," Whampire said, as he turned back into OV Ben.

The team walked back to the castle, dragging the unconscious Flutterbat, with them.

Back in the Nullvoid

"We've been looking for hours and no sign of Princess Celestia," Bon Bon said.

"We must press on," Lyra persisted.

There was a growling noise from behind them, the team turned and were tackled by a group of small red and orange aliens with black claws on their hands and feet.

"What these things?!" Elusive cried, as he and the others tried to fend off the creatures.

"Rook, can you hear me?" Fire Dash spoke in her communicator.

"I can hear you," Rook's voice answer, "how are you holding up?"

"We're a bit tied up," Fire Dash replied.

Before Rook could reply Elusive screamed into his communicator, "These things are small, fast and really annoying!"

"Those sound like Havok beasts," Rook replied, "keep them away from your rocket packs, you'll chew them to bits."

"Bit too late for that," Bon Bon said, as she tried to fight some of the Havok beast, some had managed to grab of to her rocket pack and were now chewing away at it.

"I have an idea," Lyra said, using her magic, she levitated one of the grenades from her belt and held it in the air. The Havok beast stop what they were doing and looked at the grenades like a dog would to a stick.

"Fetch!" Lyra cried, she hurled the grenades into the distance, the Havok beast rushing after it.

As the team made their escape there was an explosion, "That was close," Fire Dash said.

"Quick thinking Lyra," Bon Bon smiled.

"So back to looking," Elusive stated.

Suddenly there was a scream from below them, they looked down to see Princess Celestia fighting off a more monster creature the ones they had faced. the beast's upper half slightly resembled a frog's and three black claws on each hand. With black crystal shaped spikes on it's shoulders, and had four bacteriophage-like legs.

"Stay back, creature!" Celestia cried, she fired a blast from her horn at the creature, which only served to make it even more angry.

"Rook, we found Princess Celestia," Elusive said, into his communicator.

"Great, get her out of there and I'll get you an exit portal," Rook replied.

"Its going to be easier said then done," Elusive replied.

"Celestia's in a bit of a tight spot," Bon Bon added.

"What does it look like?" Rook asked.

"It's big, green and gruesome," Fire Dash answered.

"That sounds like a Wigsilian Org Beast," Rook replied, "they are very aggressive, but not very smart."

"Thanks," Fire Dash replied.

"Don't worry Princess," Bon Bon said, as the team landed next to Princess Celestia "you rescue team is here."

"I am glad to see you, my little ponies." Celestia smiled, relived to rescued.

The Wigsilian Org Beast growled and fire erupted from its mouth.

Celestia threw up a shield to protect them, "We need a plan," Bon Bon said.

"And I think I have one," Fire Dash said, she pointed to some overhanging ledge above the creature.

"When I say fire, you fire OK?" she said.

The unicorns and Celestia nodded, the creature was just under the ledge.

"Fire!" Fire Dash cried, the unicorns and Celestia all blasted the ledge, which collapsed on top of the creature crushing it.

"Now I think we should get out of here," Lyra said.

"Agree, I shan't be sorry to leave this place," Elusive commented.

"Right, let's go," agreed Bon Bon.

"Rook, If you don't mind opening us an exit," Fire Dash said, into her communicator.

Just after that a portal out of the Nullvoid opened up.

The team along with Princess Celestia stepped through.

The Fight Back Begins

Back at Canterlot castle.

"Master," Viktor said, as he and his team entered the throne room, "we have return with the crystal."

"Excellent," Zs'Skayr, still inside Luna, smiled, "now my plan can complete."

"Would you mind letting us in on your plan?" Albedo asked.

"You watch your tone!" Viktor thundered, purple electricity erupting from the conductors on his back, "this is Lord Zs'Skayr your talking too, we're to serve his every whim and like it."

"Thank you, Viktor," Zs'Skayr said, "but Albedo is right, I've kept you all in the dark for far too long."

"It is good that you think of us all as equals," Albedo replied, "So why are the Corrodium crystals so important to you?"

"Ever since I entered this dimension I had my sights set on spreading my nightmare across the multiverse," Zs'Skayr continued, the Mummy presenting the crystals to him, "and with these crystals I will be able to infect each and every dimension."

"How are we suppose to jump dimensions with only three crystals?" Bad Ben asked.

Zs'Skayr, using Luna's magic, made the crystals multiply, "Now we have what we need," he smiled.

Albedo shared Zs'Skayr smile, he slapped his omnitrix and transformation into Ultimate Albedo.

"Viktor, you will assist Albedo with the construction," Zs'Skayr ordered.

Viktor nodded and with that he and Ultimate Albedo carried the Corrodium crystals to begin construction on Zs'Skayr inter-dimensional teleporter.

Back at the Castle of Friendship

The Nullvoid team had returned with Princess Celestia, after Twilight and OV Ben had explained why there were multiple versions of Ben and the Elements, they were now working out a plan.

"I say storm the place," Other Ben 10,000 suggested.

"I'm all for the direct route," Vinyl agreed, Rainbow Dash, Rainbow Blitz and Fire Dash nodding in agreement.

"Because thats what Zs'Skayr will be expecting us to do," Ben 10,000 replied, "we need to do something Zs'Skayr and his forces won't be expecting us to do."

Like what?" Other Ben 10,000 retorted.

"A plan that doesn't result in disaster," Ben 10,000 answered.

Seeing that a fight was about to break out OV Ben intervened, "How's the other Fluttershy?" he asked.

"Flutterbat," Rarity corrected.

"Whatever," OV Ben replied, "and also how did that thing get created?"

"I have a theory," Twilight said, "You said that Corrodium crystal's energy mutants all earth based species,"

"Yeah," UA Ben replied.

"So when Fluttershy tried to resist, somehow it caused the crystal's energy to backfired," Twilight continued, "It took the evil fruit bat side of Fluttershy, separated it from her psyche, and made it into its own being."

"That doesn't explain why she acts like an animal," Fluttershy stated.

"Well, why best guess," UA Ben continued, "without Fluttershy's guiding intelligences Flutterbat's nothing but instincts."

"But she is showing signs of devolving intelligence and self awareness," added Ben 10,000.

"Anyway what did you do with her?" Lyra asked.

"Oh, we just tied her up and locked her in a storage closet," Time-Turner answered, "She'll be fine."

"We're getting off topic here," Derpy interrupted, "We need a plan before we do anything."

"Twilight is right," Celestia nodded, "with Zs'Skayr in control of Luna it will take everything we've got to take him down."

"Then we need a plan of attack," Rook agreed, "we need to do something that Zs'Skayr and his force won't be expect."

"Rook's right," OV Ben said, "Zs'Skayr expects us to rush in swinging, but what if we snuck into his base."

"That might work," Starlight replied, Rarity, Elusive and Trixie agreeing with her.

"We'd have to get someone into Zs'Skayr's base no one would suspect of being a spy," Trixie added.

"I could do it," Thorax spoke up, "I can impersonate one of the evil elements,"

"With what we're going to need more then just one person on the inside," Starlight Sparkle stated.

"The only four aliens that would be good for stealth are: Ghostfreak, Nanomech, CamAlien and Big Chill," OV Ben answered.

"What if we pretended to surrender," Twilight suggested.

"That might work," Ben 10,000 replied.

Back to Canterlot castle

"Master, the enemy have announced their surrender," Viktor said, kneeing before Zs'Skayr.

"We won," Plunder Pie laughed, "that wasn't so hard."

"You don't really believe that, do you?" Mad Ben asked.

Zs'Skayr laughed at that, "The fools think they are hunting me, but the hunters shall soon become the pray."

Back to the Castle of Friendship

"Everyone remember the plan?" OV Ben asked.

Everyone and everypony nodded.

The door to the castle burst open to reveal Bad Ben and Twivine, "knock, knock." Bad Ben snarked.

OV Ben and Twilight turned towards the two doppelgangers, "Take us, but leave the others alone" Twilight said.

"Sure, you're the only two the boss wants," Bad Ben replied, OV Ben and Twilight joined the two and teleported away.

As soon as they had left Ben 10,000 turned to the rest of the team, "OK, team lets move."

Canterlot castle

"Did you miss me Tennyson?" Zs'Skayr laughed, as he looked down on two heroes.

"If I say yes, will you please pop a mint?" OV Ben asked.

"Your pithy quips and clever observations won't save you this time," Zs'Skayr replied, he turned to Twilight, "and you Princess of Friendship, neither you nor your friends will stand in my way."

"These's something you should know about my friends," Twilight said, there was a flash of green light and where Twilight had been standing stood Thorax, "we never give up without a fight." Thorax finished.

Just after Thorax said that the sound of Rook's Proto-TRUK approaching the castle could be heard.

"Everyone, defend the castle!" Zs'Skayr barked.

"I know this was a trick," Mad Ben said, as he, the other evil Bens and Elements, The Mummy and the Werewolf rushed out to defend the castle.

"How is the construction going, Viktor?" Zs'Skayr spoke into a communicator.

"The construction is proceeding ahead of schedule," Viktor's voice replied.

"When you have finished, you and Albedo must defend the castle, we are under attack," Zs'Skayr barked.

"By your will my lord, it shall be done," Viktor responded.

"Thorax go help the others," OV Ben said, "I'll hold Zs'Skayr off." he slapped his omnitrix and transformed into alien mummy, Snare-oh.

Thorax obeyed and dashed out of the the castle.

"Now we finish this," Zs'Skayr smiled.

The two engaged.

Outside the castle.

"Alright," Bad Ben said, he and the other evil versions waited for the heroes to attack, "we're going to hold the line," he slapped his omnitrix and transformed into Four Arms, "and block the castle gates." he finished, cracking all four of his knuckles.

The other evil Bens, apart from Eon, followed suit: Mad Ben into Waybig, Nega Ben into Shocksquatch and Benzarro into Spidermonkey.

The good Bens, along with the Elements, readied themselves.

UA Ben transforming into Waybig

Ben 10,000 transforming into Atomdrillo (a fusion of Armodrillo and Atomix)

Gwen 10 morphing into Rath

Ben 23 transforming into Techno-bubble (his universe's version of Upgrade)

and Other Ben 10,000 activating his Ultimate Ben (equipping himself with Water Hazard's powers.

"It's time to taste the bass," Vinyl said, she put on her shades and pulled out her Bass Cannon.

Techno-bubble merged with Vinyl's Bass Cannon and transformed it into a battle suit that form around Vinyl.

"Yeah, let's party," Vinyl said, admiring her Bass Battle suit.

"I agree," Waybig replied, "It's time to go ultimate." with that he slapped the Ultimatrix symbol and transformed into Ultimate Waybig.

Both the heroes and villains clashed.

Ultimate Waybig and Mad Waybig grappled with each other and shooting their cosmic rays.

Vinyl rushed around in her battle suit dishing out blasts of wubs and music at the villains, "Woo, you feel that?" she asked, as she blasted evil Spidermonkey with a huge blast of wub energy.

"Yeah, I'm feeling it!" Other Ben 10,000 replied, as he blasted evil Shocksquatch with water, turning his electricity on him.

"Is that all you've got?!" Rath said, as she dodged Evil Fourarms attacks, while also throwing her own punches and strikes with both her fist and wrist blades.

All the evil Elements ganged up on Atomdrillo, but the alien simply struck the ground, creating an atomic shockwave knocking all the evil Elements off him.

"You think you guys can carry on without me?" Twilight asked, while fighting off Brutilight.

"We can take them," Vinyl replied.

"Starlight, you're in charge," Twilight finished.

Before Starlight could answer Twilight teleported away.

"Be careful Twilight," Starlight murmured, she was quickly distracted by Twivine firing on her.

The battle raged on.

The End Game

Back in Canterlot Castle

"Every minute brings you closer to becoming human again," Zs'Skayr, still inside Luna, smiled, as he fired magic blasts at Snare-oh, "then finally I will merge with you and become whole again."

"More than enough time to kick your ghost butt from here to Anur Phaetos and back," Snare-oh replied.

"You wit is just as annoying as all the other times we fought," Zs'Skayr growled.

Before Snare-oh react Zs'Skayr hit him with a huge blast of magic, Throwing him backwards and forcing him to turn back into Ben.

"Any last words, Tennyson?" Zs'Skayr asked.

"Two actually," Ben choked, "Breath. Mint."

"I will enjoy wiping your worthless existence from the face of creation," Zs'Skayr thundered.

But before he could act, Zs'Skayr was hit by a blast of magic, forcing him back.

Both Zs'Skayr and Ben turned to see Princess Twilight standing there.

"Leave him alone," Twilight said, slowly.

"So the real Princess of Friendship decides to show herself," Zs'Skayr smirked.

"Get out of that body," Twilight continued, "you don't need it."

"What do you expect to see if I do?" Zs'Skayr asked.

"The face of a mistake I made," Ben said.

"Very well," Zs'Skayr smiled, with that he phased out of Luna, who fell unconscious.

Ben slapped the omnitrix and transformed into Diamondhead "Time to end this." he said.

"Together." Twilight agreed.

"Fools," Zs'Skayr laughed, "when you're in the darkness of the night, I am at my full potential."

Energy surged around Zs'Skayr, tentacles sprang from his chest and spike sprang from his shoulders.

Diamondhead and Twilight charged at Zs'Skayr.

Back outside

Ultimate Waybig had successfully defeated Mad Waybig and now was helping the others fight the bad guys, now in the form of Cannonbolt.

"Hey Ben!" Vinyl cried, "You up to bat?" she had rounded up so of the evil Elements and dazed them with her wub blasts.

"You know it," Cannonbolt replied, he slapped the Ultimatrix symbol and transformed into Ultimate Cannonbolt.

After he had transformed Vinyl moved out of the way and Ultimate Cannonbolt rolled up into a spiky ball and charged at the rounded up villains.

"Strike!" he cried, as he unrolled.

"Surprise Tennyson!" called a voice.

Ultimate Cannonbolt turn to see Albedo, "You look different," Cannonbolt said, "did you get a hair cut?"

"Your just as annoying as all the others," Albedo growled, he slapped his omnitrix and transformed into Ultimate Echo Echo.

"I see you got you knock off Ultimatrix working again," Ultimate Cannonbolt said, as he changed back into UA Ben, "for like the third time?"

"Yes," Ultimate Echo Echo replied, "now I can get revenge on you."

"Same old song," UA Ben said, rolling his eyes he slapped Ultimatrix and transformed into Big Chill and then to Ultimate Big Chill.

"Just like old times Albedo," Ultimate Big Chill remarked, "you, me and fire so cold it burns."

"Oh, let's break it down!" Vinyl smiled.

Vinyl and Ultimate Big Chill engaged ultimate alien in battle.

Elsewhere in the battle.

Trixie face off against her doubleganger Magic Mare.

"Wait a minute, your suppose to be me?" Trixie said, as she dodged Magic Mare's attacks while counter attacking, "I wouldn't go out in public looking like that."

Magic Mare just smiled maniacally and continued her attack.

Finally, Atomdrillo faced off against Maltruant.

"Once I destroy your past, you will cease to exist," Maltruant growled, as he fired time rays at the future hero.

"Same old, same old," Atomdrillo yawned, as he changed back to Ben 10,000, "its all the same with you villains."

In a flash, Ben 10,000 transformed into Atomic-x (a fusion of Alien x and Atomix)

Both Maltruant and Atomic-x changed at each other.

Back inside the castle

"Do you really think the two of you have a chance against me?!" Zs'Skayr laughed, he fired blasts of energy from his chest.

"I've beaten you before and I'll do it again," Diamondhead replied, firing diamond shards at Zs'Skayr and blocking his blasts.

"My power has grow ten fold since our last battle," Zs'Skayr smirked, "nothing came stop me, not even your omnitrix."

"As long as there is life, there is always hope," Diamondhead cried, he and Twilight fired on Zs'Skayr.

He turned invisible and attacks pasted through him, after which he blast Diamondhead with a powerful blast, sending him flying back.

"Tell me Twilight, hows your niece Flurry Heart?" Zs'Skayr asked, as he moved closer to Twilight, "with you and your out saving all Equestria she's likely to got lonely, how about I pay her a visit?"

"Don't you touch her!" Twilight thundered, she blasted Zs'Skayr with her magic, "stay away from her, you hear me you monster!"

She blasted Zs'Skayr again, he simply blocked it, "What about your friends in the human world, Twilight?" he asked, "should I visit them?"

Twilight growled and fired an almighty magic blast at Zs'Skayr, knocking him to the ground.

"Well done, Twilight" said a voice, Twilight turned to see Princess Luna, who had regained conscious.

"Luna," Twilight smiled, glad to see her up and about.

"Good to see you're alright," Diamondhead added, getting back to his feet.

"Now what to do with you," Twilight said, looking back to the defeated Zs'Skayr.

"No, its not over," Zs'Skayr replied, franticly "my interdimensional teleporter is powering up I can still rule, I can still conquer, I can still...."

Before he could finish Diamondhead changed back into Ben, smiling he slapped the omnitrix and transformed into Toepick.

"You and Luna might want to look away," Toepick said, turning to the two ponies, "this isn't going to be pretty."

Zs'Skayr charged at Toepick, the metal cage helmet on his head opened.

Zs'Skayr stopped in his tracks, "No please," he pleaded, his body turned white as he collapsed into a shivering, trembling mess on the floor.

With that Toepick transformed back into Ben, he turned to Twilight and Luna, "This bits yours," he smiled.

Luna nodded, she walked towards Zs'Skayr, "You are not welcome in my world ever," she said, her horn glowed and the moon moved away from the sun, allowing the sunlight to flood the the room.

Zs'Skayr screamed as the sunlight touched him, causing his whole body to burst into flames, by the end he burned into nothing.

Back outside.

The heroes had rounded all the evil version along with the last of Zs'Skayr's forces.

"Right that's all of them," Trixie said, "Now what?"

"I could use my magic to teleport them back to were they came from," Starlight suggested.

"Not to worry," UA Ben interjected, "I'll take care of that," he slapped the Ultimatrix and transformed into Clockwork.

"Here goes," Clockwork said, after turning the key on his head, he fired a blast from his chest at all the evil version, causing them to vanish.

"Where'd they go?" Rainbow Dash asked.

"What did you do?" Starlight added.

"Just sent all of them back to the timelines they came from," Clockwork replied, as he changed back into Ben.

"So its all over," Thorax sighed.

"Yes, my little ponies," Celestia agreed, "its all over."

Epilogue

The battle was now over, the heroes had celebrated with both Pinkie Pie and Bubble Berry throwing a massive party.

Now, Twilight and her friend watched as OV Ben, UA Ben, Gwen 10 and Ben 10,000 prepared to race Rainbow Dash, Rainbow Blitz and Fire Dash.

The Bens selected the aliens they were going to use in the race.

OV Ben and Gwen 10 into XLR8,

UA Ben into Fasttrack,

And Ben 10,000 into Fast-LR8 (a fusion of Fasttrack and XLR8)

Once they had transformed they all lined up with Rainbow Dash and the others.

"You guys ready to win second place?" Rainbow Dash asked.

"You guys don't have a chance," Rainbow Blitz added.

"Come on this nothing," OV XLR8 replied.

"Ready," Twilight said, the racers readied themselves.

"Set," Twilight continued.

"Go!" Twilight finished.

The racers rushed off, so fast that they created a huge gust of wind behind them.

They soon reappeared, "For the record I was close to beating you," XLR8 said, as he, and the other Bens and Gwen, changed back to normal.

"I doubt it," Rainbow Dash smiled, Rainbow Blitz and Fire Dash agreeing with her.

"How about we call it a draw," said a voice, everyone and everypony turned to see Professor Paradox as he exited a portal.

"Professor Paradox," Twilight acknowledged.

"Good to see you all," Paradox replied,

"Me and my sister have heard so much about you," Celestia greeted.

"Your highnesses," Paradox said, bowing to the two princess, "good to see you alright."

"What happened to Zs'Skayr's teleporter pod?" Starlight asked.

"I used a fusion grenade to destroy it," Rook replied

"Oh," Starlight replied.

"I guess its time for us to go," Lyra said.

"Yes it is," Paradox nodded, a portal open up behind him.

The alternate Elements and Bens and Gwen stepped though, waving to Twilight and the others as they went.

"What about the Flutterbat?" Fluttershy asked.

"I'll take her somewhere she can live in peace," Paradox replied.

"Nice meeting somepony as awesome as me," Rainbow Blitz said, before he went though the portal.

"It was nice meeting you," Twilight waved to Starlight Sparkle.

"And you," Starlight Sparkle replied, as she went though.

After all the alternate Elements and Bens had gone, the last ones left were OV Ben and Rook.

"I guess its our time," OV Ben said.

"We'll miss you," Twilight sniffed.

"Me too," Ben replied

After Ben and Rook had said their goodbyes they joined Paradox by the portal.

"See ya," Ben said, as he stepped through the portal with Rook driving his Proto-TRUK through the portal.

"Goodbye Ben," Twilight murmured, as she waved as the portal disappeared.

"Well thats the end of the story," Pinkie sighed.

"Yeah," Twilight said, "Seeing the other version of Ben and the Elements of Harmony made me wonder how our story might have turned out."

"Indeed, my little ponies," Celestia smiled, "There are so many different ways to tell a story, but that's what makes them so interesting; you could never predict how they are going to turn out."