Tick-Tock The Bet is Up

Chapters

Chapter 2
Chapter 3
Chapter 4
Chapter 5
Chapter 6
Chapter 7
Chapter 9
Chapter 10
Chapter 11
Chapter 12
Chapter 13
Chapter 14
Chapter 15
Chapter 16
Chapter 17
Chapter 18
Chapter 1
Chapter 8

Chapter 2

Chapter 2: Ponyville

“This is gonna be totally awesome!”

Ponyville.

Of all the places, of all the worlds, of all the galaxies, solar systems, universes, alternate dimensions and planets he could’ve been sent to. He gets sent to a world with sentient animals, that have been described to be anything but mythical on earth.

“Ponyville?” Ben said still digesting what the bubblegum earth pony had just said.

“That’s right” Pinkie stated her erratic grin still live.

Ben took a second to digest this strange and seemingly bizarre name. He then looked up staring at the yellow and cyan colored pegasi floating above him. Then looked to his left, the unicorn and winged unicorn were sitting beside his bed staring at him with warm friendly looks. Then to his right, the country earth pony that reminded him all too well of Texas. Finally he looked back at the energetic earth pony that was still beaming at him, from the edge of his bed frame.

“So...you all talk?” he asked rather dumbly.

Pinkie Pie, still smiling replied “Of course you silly, is that a surprise?”

In Ben’s lifetime he’d seen a lot of things that surprised him. The omnitrix was his first. The world nearly being destroyed on multiple occasions, being a major frequent one. The universe being blown up by a single push of a button on a meagerly sized box that could fit into his pockets was another one, one that only happened once. The fact he had to recreate that entire universe with an alien, potentially making him god (now that he thought about it), could probably go into his list of unexpected events. So generally, yes, this was a surprise for the indomitable hero. He’d seen, done and been through much worse, but he’d never seen anything like this before. Magical creatures, real magical creatures, was a whole new level for him.

“So that’s what he meant when he said by I wouldn’t be alone” he murmured.

“I’m sorry?” Twilight asked, looking slightly confused.

“Nothing” he said taking in his surroundings.

Looking around now Ben could see that the boutique he was now in was well designed, having an arrayment of colors that made everything look refreshing and almost subliminal.

“Nice place” he commented.

“Why thank you” Rarity replied, with a prideful smile. “I did the decor myself.”

“You did a nice job, I think Gwen would be-” he froze, the stream of events that had happened hours ago suddenly forcing their way back into his head.

“Gwen...Kevin...” his hooves dug into the sheets, tightly.

The group of ponies noticing their guests sudden change of behavior almost instantly jumped at the chance to try and cheer him up.

Pinkie Pie switching things to a lighter subject upon realizing the names of the two people mentioned were a rather fragile topic for the flash white stallion.

“Hey I have an idea why don’t we go on a tour through Ponyville?” Pinkie said managing a fairly happy smile in an attempt to lighten the mood, it seemed to work, if only just a bit.

“Yeah” Ben took a deep breath and sighed. “Sure why not.”

“Great” Pinkie said hopping onto the bed, causing it to shake and launch Ben up into the air. “You’re going to have so much fun! Promise!” she said in between giggles.

Ben was too busy trying to make sure he didn’t fall of the bed to respond, luckily for him though the white unicorn with the rather lavish hair stopped her as, her horn became caked in a blue glow. Leaving the bubblegum pony suspended in the air allowing Ben to land on the bed with a flop, now that the riveting had ceased the flash white pony slowly eased himself off the bed only to fall flat on his face, then topple over and lay on his back.

Rainbow Dash let out a small laugh floating above Ben as he lay face up scowling at this new alien form he’d been trapped in. “You okay?” the rainbow maned pegasus asked, with a smug grin and a raised brow.

“Just fine” he replied through gritted teeth.

Twilight let out a giggle of her own, “Here let me help you up” feeling a sensation surround his body, Ben felt his body suddenly illuminate in a light lavender glow then with an instant he disappeared and reappeared, standing straight up.

“Teleportation?” he asked gathering his surroundings as his eyes swam before he shook his head to settle himself.

“Yup” Twilight said with a smile.

“Cool” he replied sending a slight grin of his own.

“So Pinkie Pie we doing this tour or what?” Rainbow Dash asked, from above.

The pink pony known as Pinkie Pie nodded, still suspended in the air, that is till Twilight released her magical grip on her. Landing on the straw mattress, jumping and doing a back flip Ben had only seen skilled acrobatics do at circuses the boy stared slightly surprised that the horse had been able to pull such a feat and land on her hooves with such ease.

“Yup yup yup! Follow me!” she sang hopping towards Rarity’s exit.

The six mares began trotting towards the door, Ben however remained where he was. The yellow pegasus that had been floating above him now landed to his side and asked in a very angelic, sweet voice “What’s wrong?”

Ben let out a small smile, “I’m still grasping how to control this body is all” he said the pegasus looking confused decided to play along with what she had just heard.

“Uh um okay? Well um here it’s easy. You just take one hoof up at a time” she instructed as she walked ahead of him the others waiting by Rarity’s door.

“No problem” Ben said with a slight smile, he’d dealt with this before. Wildmutt had been just as easy to control once he got used to the body so this wouldn’t be a problem, was his reasoning.

Taking it slow Ben moved one hoof at a time, within a matter of seconds (not to his surprise) he was walking, then running with ease. “Alright, where to?” he asked turning to the group that had patiently waited for him to finish his little challenge.

“Well” Pinkie began only to be cut off by Rainbow Dash, who continued to hover above Ben as the former human made his way out of the boutique joining the others outside.

“How bout we get something to eat? I’m hungry, sides I’m sure our new guest is just as hungry considering he’s been asleep all this time.”

“Yeah, actually I am” Ben said for the first time noticing his hunger since awakening.

“Delightful, we can show you around, while we head out for lunch” Rarity suggested.

“Sounds good to me” Ben replied.

Pinkie Pie jumped with joy, “This is going to be so much fun!”

“Whoa” Ben said as he and the others exited a restaurant after their lunch.

“So many multicolored horses” he said in clear amazement.

“Uh ponies” Applejack corrected.

“Yeah, ponies” he replied absentmindedly, watching unicorn after pegasi after earth pony roam or fly about.

“Well I suppose with you guys you rarely have anything bad happening here huh?” he asked as they followed a bouncing Pinkie Pie to Sugarcube Corner.

“Oh you have no idea” Pinkie chirped.

“Do I now? Please enlighten me” Ben said a wry grin gently worming it’s way on his face.

“Well there was the time we faced off against Nightmare Moon and lost our ruler in one day” Twilight said.

“Nightmare who?” Ben asked, that sounded like the coolest yet slightly corniest name he’d ever heard.

“She’s Princess Celestia’s sister. Her real name is Princess Luna, long story short stuff happened between them, sister went A-wall, got banished, came back, and attempted to plunge the world in eternal darkness” Rainbow Dash said now floating upside down as she told Ben the events that had happened sooo many months ago.

“But we saved her” Applejack added.

“Then there was Discord” Pinkie Pie joined in once again, waving every now and then to the other ponies that passed by.

“Yeah he was...difficult” Fluttershy said in a low tone.

“I’ll say” Applejack said rolling her eyes. “That happened about, what? two months after Nightmare Moon?”

“Yeah, the guy turned Ponyville and almost the rest of the world into his playground” Rainbow Dash said tossing her head back in a manner that allowed her mane to float out of her eyes.

“Really?” Ben said almost sounding incredulous.

“Eyup” Applejack said.

“How’d he do that?”

“He’s the embodiment of chaos” Twilight stated casually as they all passed by Ben who had now come to a complete stop.

“The embodiment of chaos?” he asked his tone flat, skeptical and questioning. “You’re telling me you faced off against the element of chaos in a one-on er six match and won?” he asked from his vantage point.

“Well we didn’t win immediately” Applejack said rubbing the back of her neck. “It took us a while to actually win. He beat us almost every step of the way.”

“Hmm” Ben said still standing in place. “Alright, yeah I can believe that” he said once again moving and following the others.

“What else is there? Oh yes! There was that Sombra fellow, I must say the stallion surely was uncouth but he sure knew how to accessorize” Rarity said with a slight smile, earning the disapproving head shake from Applejack and Rainbow Dash and roll of the eyes of Twilight.

“Sombra? As in a Sombrero?” he asked.

Rarity giggled. “Course not, he was a powerful unicorn that lived a thousand years ago, banished by Princess Celestia and Luna, locked away his own kingdom, returned to continue his tyrannical reign but was ultimately beaten in the end” she summed up.

“And you’re telling me you guys beat him by yourselves” clear skepticism in his voice.

“Well no, Spike took care of that one, with Princess Cadence”, seeing the confused look Ben gave she added “Spike’s a dragon my assistant and Princess Cadence is my sister-in-law, Princess of Love.”

“Hmm I see” the hero said rubbing the back of his neck as he could now see what looked to be a building made out of candy.

“Wait you have a dragon as your assistant?!” Twilight’s words now connecting.

“Well he’s not as big as I think you’re imagining. He’s a baby dragon.”

“Oh” he said his shoulders dropping, in slight disappointment.

“Then there was Tirek, that fella sure knew how to suck the essence out of ya” Applejack continued.

“I agree, Discord betraying us didn’t help either” Rarity said with a bit of resentment in her voice.

“He apologized for that profusely remember” Fluttershy reminded them.

“Still stings” Rainbow Dash admitted.

“Anyway!” Twilight said changing the topic “After we beat the guy who could absorb all the magic in Equestria, things seemed to settle down a bit.”

“Wait you can absorb magic?” Ben asked perplexed.

“Well yes and no”, Twilight said.

Better make sure Kevin doesn’t get a taste of that, if the omnitrix scrambled his marbles twice I’d hate to see what would happen if he absorbed magic Ben thought, but soon tensed up. Remembering the unconscious bodies of his friend and cousin being hurled into a vortex of doom, sent a deep tinge of guilt through him. Just when Ben was feeling like he needed to rethink his priorities Pinkie Pie popped up next to him.

“We’re hereeee” she sang, casting a hoof in the direction of Sugarcube Corner, now in full view. Ponies were shuffling in and out of the bakery home.

“You live in a house made out of candy?” he asked amused. It seemed fitting for the energetic earth pony.

“Duh! It’s amazing!” she exclaimed confetti flying everywhere.

“So what did we come here for exactly?” he asked as they began trotting up the steps into the bakery.

“I thought it’d be a great idea to introduce you a bit so I’m going to introduce-” she disappeared in a blur and popped back out with a surprised and slightly confused Mr. and Mrs. Cake. “The Cakes!” she said then quickly added “Oh and Pound and Pumpkin” the unicorn and pegasi filly’s floating towards Pinkie.

Mr. Cake looked back at Pinkie who gave him a reassuring gesture to say something. “Hi, um I’m Mr.Cake” he said awkwardly, then raising a hoof as a friendly gesture.

Not really sure how he was supposed to shake hands with Mr.Cake, Ben stared at the hoof and then decided to end up with a hoof bump. “Ben, nice to meet you Mr. & Mrs.Cake.” Mrs. Cake merely offered a sweet smile and nod and Mr. Cake did the same. Pound and Pumpkin now left Pinkie’s company to inspect their new visitor.

Watching the two foals float towards him was, pretty adorable. If he still had his hands Ben would’ve loved to hug them, but instead settled for a warm smile which merely made the two twins goo and ga with joy.

“Alright you two let’s head back inside mommy’s got orders she needs to fill” Mrs.Cake said as Pinkie held the door open for the twins to zoom through, Pound doing a little loop as he entered and Pumpkin deciding to phase through the wall and meet her brother upstairs.

“It was nice meeting you Ben, Pinkie likes making new friends and all and can be pretty energetic” the cerulean mare said in an almost hushed voice, “Try not to let her wear you out before the day’s over” she advised with a smile before turning around and heading inside. Mr.Cake giving Ben a friendly nod before following his wife inside as well.

Once the cakes had returned to their business and Pinkie had taken a few cupcakes for the road, Ben turned towards his new companions. “So where to next?”

The city was in shambles. Bellwood forest being a desolate wasteland of its previously wondrous image. Debris were still scattered everywhere and smoke rose from various areas around the city, the citizens now picking themselves up and trying to manage as best they could. Sitting atop a pile of debris, his voices all almost in sync with the dominant voice above them the armor clad being had two beings suspended in front of him.

One wore a hawaiian shirt, kankey jeans, his hair white from old age and most likely years of stress that his double life standards had put on him. The other wore top-of-the-notch plumber tech. His breathing slow, steady. Pieces of his armor broken, he was bleeding from the forehead and had several small cuts around his arms and one laceration against the side of his rib cage.

“Revonnahgander, your world’s judgement shall come soon enough” the voices stated. “I have no business with your kind, yet” the dominant voice of Count Down said, each of his meager voices echoing the last word in return.

“I am a plumber Protocol 1Z of Book 24# -” he was cut off as tape slammed itself out of thin air firmly silencing the drabble of the alien. Count Down turned his attention to the old man.

“Max Tennyson, why do you not struggle?” he asked already knowing the answer that would come.

“Because Ben’s out there” Max replied his voice confident, calm. “And not just him but Gwen and Kevin are out there to. Somewhere, someway they’ll find a way. They always do, more importantly” a cocky grin forming on his face. “they’ll be here to take care of you. Just like they always have.”

The alien clad in his dark blue and gold striped armor did not reply, he merely stared at the old man his sapphire green eyes, piercing into him as he studied him in utter silence.

“And what makes you think they will return?” the voices asked.

“Because they will. They always come through” Max said his smug grin, never faltering.

A few more seconds of silence, then Count Down said in his monotone, drab and emotionless voice. “Your faith in your kin, is strong... How admirable. It is to bad you will have to see them die before you do.”

Max Tennyson’s grin slowly faded into a dark prim stare. “We’ll just see about that.”

Silence ensued between the two once more as Max stared into those sapphire green eyes, that looked back at him with no sign of emotion, no sign of care, no sign of feeling. They were empty. Or at least to Max’s best observation appeared that way.

Turning his attention back to the blue alien now making nothing but sounds of muffled noise, the armored beast snapped his fingers a clicking sound echoing and with a poof the tape that had magically bound the plumber soldier in silence was gone.

“You may speak Ravonnahganderian” the dominant voice stated.

“My name is Rook!” the blue alien snapped. “And you say that you will be able to deliver judgement on all worlds. But I say you won’t!” the alien side with conviction, his body practically limp by the force that bound him suspended in the air.

“And what makes you say that ganderian?” the voices asked, as the eyes behind the mask continued to stare with little to no interest.

“Ben, will stop you! We will stop you! And-” the giant raised his hand for silence and Rook being smart, complied immediately.

“It is sad is it not? That you mortals rely, on one boy to shoulder all of your burdens. Well that is a mistake, for you rely on three mere beings that were lucky enough by chance or fate to be given the powers they have now. Of course you Ravonnahganderian have done your share in saving this world, this galaxy, this universe. But” the voices echoed before continuing.

“You all put faith in a dying star, that will be swallowed by a massive wormhole” the voices said echoing each word, that sent a chill down Rook’s spine. “If you so believe that you and your friends will be able to overcome this why don’t you join them?” the dominant voice said, and as he said so a portal formed directly behind Rook, sucking in bits and pieces of his armor, his gadgets, and then his valued weapon the Proto-tool.

Rook remained unshaken, his eyes radiating every bit of conviction he had the day he had decided to become a plumber and enrolled in the plumber academy. “I accept” he simply said, no amount of disrespect or doubt in his voice. If this was his next mission. He would gladly take it. After all, Ben was his partner and his friend.

Count Down merely stared at the alien, in silence. That silence was broken as a rousing laugh escaped the giant beasts helmet, his shoulders moving up and down in slow motion as each and every voice echoed the dominant one’s raucous laugh.

“It never ceases to amuse me” his voice slowly leaving jovial to flatness once again. “how much conviction every species has in it’s own way. Very well” he said. The portal now showing remnants of the very same images Ben had, had in his own portal. “Go to him, meet your partner in arms. And face the challenges that await you Ravonnahganderian, but know this. You fail. And your world will be next.”

Rook gulped, the burning flame of rage in his heart, clenching his sweat cut hands as they lay within the tattered plumber gloves he had he felt the essence that had been supporting him in the air disappear.

THUD

He barely managed to land on his feet as he rolled off, some of the debris of the building that Count Down now used as his throne.

Slowly rising to his feet Rook looked at the portal, then at Max Tennyson. “I’ll bring him back. I promise I’ll bring them all back.” Max merely nodded his confident smile reappearing.

“Go” Max said. And that’s what he did.

Limping his way to the portal Rook stepped in, Count Down’s sapphire green eyes glenning, the portal closed and then nothing.

“Welcome to Sweet Apple Acres!” Applejack said with a holler. “You won’t find any better tasting apples anywhere but here!” she said crossing her forehooves together with a content smile.

“Wow” Ben commented. He’d seen a lot of open fields with his grandpa and Gwen during their trips on summer vacation, but this was something else. The fields looked amazing.

“And you said your family built this place from the ground up?” he asked as the orange earth pony handed him an apple.

“Eyup” a red stallion he had been told went by the name Big Mac replied with a smile.

“Nice” he said with a whistle, then bit into the fruit. It. Was. Delicious. Ben never knew an apple could taste so good till he had one of Applejack’s and even then he was still amazed at how delicious it was.

“Oh- Oh man” he said, his mouth watering as he quickly took another bite. “This is so good.”

Applejack’s grin merely widened “Thank you.”

Pinkie Pie was now trotting up and was about to say something till. It happened. That tingling sensation Pinkie gets every now and then at spontaneous moments, in times of either danger or random chance.

Pinkie sense.

Her body immediately spazzing in a rather cartoonic manner, Pinkie’s body ballooned up, deflated, legs spasmed, twitched and shook till she landed back on the ground without a sound. She looked just as shocked as Applejack did, Rainbow Dash, Rarity, Twilight and Fluttershy drawing near after helping Big Mac haul in a pile of apples.

“Um what just happened?” Ben asked confused.

“Pinkie Pie sense” Applejack said ghastly, her eyes darting all over.

“What?” Ben asked still confused.

“Did you just say PINKIE PIE SENSE?!” Rainbow Dash said zooming in and grabbing Applejack by the face as she stared with everything that defined panic in her eyes.

Applejack nodded, and almost instantly the rest of the group rushed over next to Pinkie leaving Ben to stare bewildered.

“What was it? Is something going to fall from the sky?” Twilight asked hiding behind the bubblegum earth pony.

“Is someone in danger?” Rarity asked her voice filled with worry.

Chattering and more chattering occurred, as Ben stared confused and slowly annoyed that his question was going ignored. “Hey!” he exclaimed drawing the disturbed group’s attention.

“What the heck is Pinkie Sense?” he asked tapping his hoof impatiently.

“It’s when Pinkie, gets well a twitch of some kind. They’re random. It happens at anytime but every time they do happen it means something awful or unexpected is coming” Twilight explained, her eyes scanning the skies for any falling pianos.

“Okay?” Ben said slightly skeptical, but then again he had a cousin that could literally control energy so who was he to judge on whims.

“What did” he waved his hoof around Pinkie’s body. “All that mean?”

Pinkie was biting her lower lip. “Well, I don’t know. This one means something unexpected is going to happen.”

Gee thanks Ben thought with a snort. “Alright alright. Well no worries, we’ll just have to wait and see won’t we?” he said confidently.

“But-” Pinkie protested.

“No worries I’ve got this. Plus with what you guys have told me you’ve been through, this should be a walk in the park” he said shrugging. “So where to next?” he asked.

The mares all looked at each other. Slowly and cautiously they all separated, Pinkie once again taking the lead. “To Twilight’s castle.”

*** ****** ***

A portal closed, somewhere deep within the depths of the Everfree forest, it was raining as a figure carrying an umbrella with a upside down canopy floated towards a huddled up shadow that lay against a tree trunk as the droplets of water splashed against their fur.

The being carrying the strange umbrella stared at the two figures. “Well well well?” he said in surprise, as he felt another shiver travel up his body.

“So this is where that magical disturbance came from” he said his toothy grin, leering over the unconscious bodies of the figures. “Looks like Discord, just made some new friends” Discord said as lightning struck behind him, a slight dribble of water splashing onto one of the figure’s faces.

With a slight grunt the steel colored stallion with black night hair slowly looked up blinking his grey eyes. “Who the heck are you?” the stallion asked, trying to muster as much fear inducement he could in his weakened state.

“I’m Discord, and who are you my young lost friends?” the draconequus said offering him a card, which the stallion rejected.

Looking around and taking in his surroundings the stallion almost instantly tried to get up, but couldn’t because something was weighing him down. Staring at the creature laying next to him the stallion’s grey eyes widened before softening, he turned to look at Discord his original hardened expression more relaxed.

“Well?” Discord said waiting patiently as he allowed his hoofed leg to wave freely crossed atop his other leg.

Taking one more look back at the creature laying against his body the grey stallion sighed.

“Name’s Kevin. Kevin Levin. And I need your help.”

Author's Note

Surprised? Good because that was the point of that last bit I threw at you guys.

Yup Kevin's here but what else does that mean? Well you'll just have to keep reading to find out. Enjoy guys because I got plans.

Lemme know for typos.
Hailstorm~Out!

Chapter 3

Chapter 3: Choices Were Made

“This is all my fault”

A large castle now came into view as seven figures made their way through the streets of Ponyville and towards the building. As the group of ponies slowly made their way to Twilight’s castle only one recurring thought ran through Ben’s mind:

“That is one cool castle.”

Whistling as they made their way inside, Ben looked around. Man this place is huge! he thought looking around in awe. “This is one sweet place you’ve got here” Ben said with a slight grin creeping up on his face.

“Wouldn’t mind living in a place like this either, just look at all this space!” he said taking a good long look at the large, decorated corridors as they made their way up stairs. “And your floors are so clear, I can practically see my own reflection in them!” he stated looking into the ground as his own reflection beamed back at him.

Twilight felt a slight flush come across her cheeks, as the stallion complimented her castle. “Thanks, but I really couldn’t have done it without the girls, they made this place feel especially homy” she said with a warm smile, earning a hug and gracious smiles from her friends.

Ben was too busy looking around the castle, to even care about the gushy moment that was now happening behind him. The group had now entered the meeting room, where their cutie-mark designated seats surrounded the mystical map of Equestria, and the moment Ben’s light green eyes lay on that strange object he galloped right up to it and began taking his time to examine it.

“Say what is this thing?” he asked as he moved away from what he assumed was Ponyville. “I get it’s a map but what does it do?”

“It’s what gives us our missions” Twilight explained trotting up to Ben.

“Your missions?” his voice sounding interested.

“Like the one’s you did to save the world or stuff?”

“I guess you could say that” Rainbow Dash said joining in. “More like missions of friendship. You know, to solve friendship based problems..”

Ben remained silent staring at Rainbow Dash with a careful observative look like he was trying to detect a joke or the attempt of her pulling his leg. He found nothing of the sort; she was being serious.

“Wait wait, hold on a second” he said walking around his eyes now directed on the strange map of what he assumed was the entire nation or at least a couple of nations, perfectly displayed on the table like board. “You guys get missions from your princess to do tasks based on friendship and that somehow solves your problems here?” he asked showing no attempts to hide the disbelief in his voice.

“Well actually, more like the map sends us over to these place and we just go on up and help ‘em fix their problems” Applejack said trotting over with Pinkie Pie, Fluttershy and Rarity in tow.

“And that somehow helps fix all of your problems?” he pressed.

“Well...no not necessarily but the magic of friendship sure helps make things easier around Equestria. It’s one of the most powerful forms of magic there is” Twilight said, only to receive in return a laugh from Ben.

“Sorry. I’m sorry, I’m not making fun of you honest it’s just” he ended up letting out another chuckle before continuing. “You say that like friendship is a form of magic. That’s just sooo-” he paused as he brushed a tear off his eye, seeing the confused and slightly offended looks he was now receiving.

“Wait” Ben paused considering their reactions. “You’re serious?!” he said astounded, then glanced back to the map. “You’re telling me this thing, this map over here leads you guys all over the country to solve friendship based issues, which ultimately has a tie to some form of magic that is crucial in this world?”

“Well...yes” Fluttershy responded meekly.

Ben’s jaw dropped. Now he really had seen, heard and experienced everything. This took the cake. He’d fought Charmcaster, Stone monsters, the elements themselves, and even went to the world where all magic comes from the Ledgerdomain, but this, this was not something he’d expected.

Pinkie casually trotted over and sliding her hoof under Ben’s chin she gently shut his mouth for him. “What’s so surprising about that you’ve experienced some forms of magic also haven’t you?”

Nearly falling into another stupor by Pinkie’s comment Ben stared at the smiling pink mare carefully, seeing her in a new light as more than just a bubbly and overly-excited creature. “Yes, yes I have, but magic in the form of friendship? That’s a bit much to chew on.”

“How come? I mean even if you’re not from Equestria you should know the magic of friendship, just as well as any other resident of Equestria does” Twilight pointed out.

“Well I’m not from here. I’m from-” he paused, suddenly remembering why he’d been sent here, and how every minute counted.

“Now that you mention it, where are you from darling? We haven’t really touched on the topic since it made you kind of tense but if you’re willing we really would like to know” Rarity said offering a comforting smile in the process.

Ben however didn’t hear any of this, because memories had started flowing back into his head. The fight, the arguments made during the battle, the loses, the sacrifices that came with it. The fact that he had sent two of the closest people to him to their very death, the realization that he was not only powerless but now had to place his hope on this strange notion of friendship being a form of magic. All those hours of restrained guilt that had been building up since he first remembered what he was really here for, suddenly came rushing through him like a wave.

Remaining silent, not saying a word his eyes closed Ben’s head slouched, his shoulders giving off depressed vibes, and his light brown hair falling slightly over his eyes. He wasn’t paying attention when he felt a hoof gently touch his shoulder. Looking up he saw Rarity, staring at him a reassuring and comforting smile on her face as the others behind her gave off the same feeling of warmth that he had felt the moment he’d awoken.

“We’re here if you need to talk” Twilight stated trotting over to Ben’s side.

Looking at the group of mares surrounding him Ben weighed in his options. If I tell them, they’ll get involved with my problems, but I need help, I can’t do this without knowing what I’m getting into. He took another glance at the kind faces that stared back at him, just waiting for him to speak.

“...” I can’t do that, they were kind enough to nurse me back to health. The least I can do as payment is not throw them into a interdimensional warfare with the first person they just met. Sighing heavily Ben looked at the group before him. “Sorry, but I can’t tell you where I come from, or why I was so beaten up when you met me” he stated.

“But why?” Applejack insisted. “We just want to help you out, ya seemed so depressed just a few seconds ago I-” Ben patted her on the shoulder with a smile of his own now.

“Sorry, but I can’t get you guys involved in this. This is my choice, and part of this is my fault, I’ve got to make things right and I can’t do that wasting time with small talk” he said putting his hoof down.

A few seconds of silence as the mares looked at each other before each nodded with conviction. “We’ll help you out” Rainbow Dash said haughtily.

“I already said you’re not getting involved” Ben argued.

“We won’t. but they’ll be no promises on the matter, I can assure you of that” Rarity said her nose held high. “Although, we will do our best to help you out in any other way we can without getting involved in whatever business you are dealing with” the unicorn said glancing at Ben with a sly look in her eye.

“No way” he said firmly. “I don’t want anyone else getting hurt in the process. You’re not getting involved in my business” he stated and with that he began trotting towards Twilight’s door.

Rainbow Dash suddenly zipped forward blocking the flash white stallion’s exit. “Look, Ben. From the way it sounds, you don’t have much of a choice. So you have two options” the pegasus said her voice strict and stern.

Ben raised his eyebrow, no doubt annoyed by the stubbornness of these creatures. “And that is?”

“You can either accept our offer” Applejack started.

“Or” Rarity added.

“You can walk out that door, lost and confused and back to where you started. Square 1” Twilight finished, her complacent grin forming as Ben furrowed his brows at the options he’d been given.

Not saying a word Ben flopped on to his haunches, contemplating the issue presented before him. They were right about one thing, if he didn’t accept their offer right now he’d be back to where he started when he got here (well minus the injuries), back to the beginning. And if he had a year to figure out what he needed to do, and get his priorities together than he needed all the help he could possibly get. But, these girls helped me. Taking a quick glance back at them Ben felt a scowl forming as Twilight’s smug look only widened at his obvious discomfort.

Letting out another heavy sigh Ben shook his head. “Alright” he said in a low voice. “I’ll agree to this deal, but the moment you guys jump into my business deals off clear?” he asked raising a questioning hoof at the group. When they nodded he got up.

“Good, now let’s get down to business. Tell me any and everything you can about Ponyville, I’ll ask questions on anything else I need to know.”

Saluting the group all spread out to gather books in the library on any information that Ben might need.

“Oh yeah one more thing” he said causing all the mares to stop in their tracks, to listen.

“Thanks for the help.”

“Are you sure you want to stay out here?” Discord asked the steel colored stallion.

Kevin merely nodded using his body to offer support to the creature laying on top of him. He stared quietly at it, clearly puzzled but sure of who it was that lay on his back at this exact moment.

“I must say though I am greatly surprised” Discord commented with a slight smile, leaning forward as he snapped his fingers and a mismatched coloring roof appeared above Kevin and the creature laying against him. “I never thought there’d be a draconequus hybrid out here so deep in the Everfree forest. Well at least I’m not the remaining one of my species, even if this one is just a half-breed” he commented.

Kevin, shot the draconequus a ugly look. “And what’s that supposed to mean?” he asked, his voice still just as smooth and cynical as it was back on earth.

“Why nothing of course” he replied innocently. “Merely that your friend over there laying sound asleep is a part of my species, or at least a half-breed of my species. It seems the other blood in her may have diluted her draconequus blood quite a bit, but it’s quite obvious that she has draconeqi blood in her and if not some other powerful blood flowing through her veins.

"Unlike you she’s much larger as you can see, plus she’s got wolf paws instead of forehooves” he stated lifting up Kevin’s right hoof to clearly show him the difference. A hoof that Kevin retracted from the creature’s grasp as soon as he’d finished his sentence.

“Yeah well dracone- whatever or not, I’m not leaving Gwen’s side till she wakes up” he stated firmly, his grey eyes softening as they turned back to the direction of his unconscious girlfriend. For a while Kevin merely stared at the creature he knew to be Gwen with utter silence, as feeling of deep pain rooted itself within him. As he stared at Gwen’s slender dragon/pony like figure, his eyes began taking in her new form.

Her red hair being the first thing that gave her away. Now her bright red hair that had been cut so short before, reached down to her shoulders, much like the first time they met when he had been trading stolen plumber tech with the Forever Knights. The Forever Knights were an organization of dedicated alien tech. Studying all and any forms of arcane tech, at the same dissecting aliens for their own persona gains and studies.

Kevin scowled as past altercations with the group flew into his mind which he immediately forced down a hole and blocked so he could focus his attention back on the one more important thing in front of him: Gwen.

Once again taking his time to look her over, Kevin now noticed that where her arms used to be, was now fur, her aero coat stretching all the way down to her wolf paws, that were striped with a touch of amethyst. Her face, looking a bit more draconic, much like him and Ben’s was also covered in cuts, no bruises detected luckily due to her protection spells, magic and powers. Leaving her arms his eyes once again scanned her body, checking for any deep cuts or lacerations as he watched her pure white stomach move up and down with every breath she took in a calm and gentle manner. No such injuries were detected. Both her legs, had also transfigured to that of horse legs. The hind legs taking on a black coral color, her hooves being a black leather. The tail that seemed to be as long as her body curled around and rested inches away from Kevin’s front hooves. The bristles being the same bright red color and ending with a light blue touch.

Kevin wasn’t really sure what to think at his girlfriend’s new form. He couldn’t remember anything up to the point of the fight with Count Down, aside from suddenly blacking out, the last thing he saw was a Humungousaur, being easily tossed aside by the giant, despite the slight difference in height. His eyes were still fixated on Gwen as he tried to remember the events of the battle. But nothing came to him.

Discord on the other hand had done his best not to let out a groan of pure frustration. What’s this guy’s deal? he thought, it was soaking outside in this strange forest that seemed to have a mind of its own and here he was practically babysitting these two beings that drawed him out here in the first place.

“Ahem” Discord said managing a small smile. “If we’re going to be out here all night, would you mind telling me what exactly brought you and your friend over there, out here?” he said magically summoning a chair and a tea set.

Kevin didn’t respond, he kept his eyes fixed on Gwen, but one of his ears was tilted in Discord’s direction.

Discord frowned, not liking the fact he was being ignored. Having the tea pour itself into a cup, he began slurping it up. Loudly. Really, really loudly. If there were animals in the Everfree forest that were attracted to obnoxious sounds then Discord, had basically managed to draw them out because now several pairs of yellow eyes were peeking from the shadows within their surrounding area.

“So” he said after he’d finished slurping up his tea. “Do you plan on speaking anytime soon?” he asked pouring another cup. Kevin remained silent, his eyes were still fixed on Gwen but the corners of his lips had begun to show signs of an imminent scowl.

Discord merely shrugged, if the stubborn pony in front of him wouldn’t talk he’d simply have fun watching him get irritated as long as he could. It was the least they could do since he was using his valuable chaos magic to keep them from getting drenched. Just as his lips were about to touch the brim of the cup again, he felt a slight pressure on his tail.

It was Kevin’s hoof, he’d now directed his gaze upon the draconequus which made Discord smile rather than cringe at the glare he was receiving. “Yeeess?” he said hopefully.

“If you take another sip like that I’m going to come over there and beat you to a pulp” he stated bitterly. This only made Discord chuckle.

“Of course you would” he stated. “You won’t get up, because you can’t” he said his smile now turning to a grin. “Your rather special friend over there is too important to you for you to leave her side. You won’t get up. So instead I’ll just” touching the brim of the cup to his lips, trying to stifle the grin so he could actually drink he said “do this till you’re ready to talk.”

And so he continued, the extremely long, extremely painful slurp that made Kevin’s ears pin themselves to his head as his scowl only widened as the torture continued. For a second he saw some of the yellow eyes that had been staring at him falter, as if they were wincing from this wretched sound. At this point he wished he could get up so he could punch Discord, this was just annoying as hell.

With a drawn out groan, Kevin stated “Fine! I’ll tell you just make that horrible sound STOP!” and the moment he’d done so the draconequus poofed everything away, leaning forward in his seat as the canopy tilted as well to make sure its master wouldn’t get wet.

“Oh you shouldn’t have!” Discord said with a satisfied smile. “Now do tell” he said with a reassuring wave of his claw, once again ignoring the myriad of eyes that now stared at the small group from behind the shadows and trees.

Kevin sighed, mumbling curse words under his breath before he used a hoof to brush some of his dark night hair out of his face. He turned his attention to Gwen then said “I’m not really sure what happened, but at the very least I can tell that we’ve been sent to another world altogether” he chuckled sadly a bit before continuing. “This is kind of my fault I suppose.”

Interested Discord coaxed the stallion to continue his paw moving in circular motions to signify he should speed up to the juicy parts which Kevin merely ignored.

“If I’d been able to hold out a bit longer, Gwen wouldn’t have gotten hurt, Ben wouldn’t have been so badly injured during the fight, if I just...” he sighed shaking the thought that had just popped into his head. “I should’ve stopped Ben when he called him out on that challenge. Gwen told me to, and though I knew it was the right call I just let him go. Cause I thought we’d be able to back him up, just like we always have been.” Kevin’s body language gave off waves of exertion and nothing but pent up stress, Discord continued to listen his grin now turning into mild consideration.

“I should’ve stopped that idiot when I had the chance” he said to himself, slamming his heel on the ground. “I knew Tennyson wouldn’t listen to reason once the fight started but I-” he paused taking note of the eery silence that now took over between himself and the draconequus.

“Heh- well yeah, anyway” he said changing the topic. “My friends and I went through some serious bull. For all I know Tennyson could be dead, if he is” his tone dropped but anger was now clearly seeping in. “I’ll do whatever it takes to a avenge him and protect her” he said quietly turning his attention back to Gwen who seemed to move against his back readjusting herself.

“Will you now?” Discord send after seconds of silence that passed once he’d heard what Kevin had to say. “Is that your final decision? Do you really think you can do something now, even though you couldn’t do anything before?”

“Of course!” Kevin said his tone normal but the conviction clear. “Even if it means I need to absorb energy. I’m willing to take that risk again.

“For her...for them, for Ben and Gwen I’m willing to do anything to help them out. That goes for all of the guys that gave me another chance even though I screwed up more times than I can count” he said a faint smile touching his face as he took another glance at Gwen, but then quickly faded almost as soon as it came as he turned his head back to Discord.

Discord felt a strange string in him get plucked when Kevin said he’d be willing to do anything to help his friends out after amount of times they’d forgiven him despite his mistakes. Discord, couldn’t help but stare at the determination, the fearlessness in Kevin’s eyes as he stared back at him. That feeling of wanting to repay those that had helped you through your darkest times.

I know it all to well, the draconequus thought with a slight grin of his own touching his lips.

“So what are those tattoos on your butts?” Ben asked. Their talk had gone over the events of what had occurred between the events of Discord, Nightmare Moon and the Changeling Queen. And now the former human had gained a certain grasp and understanding of how magic seemed to work here.

“What ya mean our cutie marks?” Applejack asked glancing over at her flank slightly confused. “Well you get one on you yourself didn’t ya notice sugar?” she said pointing to his flank from her seat.

Ben turned his head back and looked over his flank. They were right, on either side of his flank was the omnitrix symbol, green electricity flowing out of the symbol in the process and a giant flash of light green color shooting from behind the symbol as well.

“Hm...not bad” he said aloud. “So what are these things again?” he said reiterating his previous question.

“They describe our special talent” Twilight said.

“Your special talent?” he asked with a raised brow.

“Yes, you see when a pony discovers something they’re interested in. Something they want to do with such a passion, it becomes depicted on their flank in the form of a cutie mark. It’s I suppose you could call your special talent.”

“Hm...interesting. And this can be anything at all?” Ben asked.

Twilight nodded. “As long as it’s something you’re truly interested in doing then yes, anything.”

“Hmm” Ben said rubbing his chin. The symbol on his flank made sense since he’d had the omnitrix since he was 10, so it was only natural that his cutie mark would be related to the device.

“How did you get your cutie mark anyway? I’ve never seen anything like this before. And I know everypony in Ponyville” Pinkie said as she lay on a giant balloon she’d blown up.

Ben grinned. This was a story he always loved telling no matter what, this was a story he’d always love to revel in over and over. The story of how he got the omnitrix.

“You guys might want to sit down. Maye get some popcorn and get ready, because this is going to be the best revelation you’ve ever heard in your entire life” his grin only widening at the confused looks Applejack and the others were giving him, all except for Rainbow Dash who seemed slightly excited to hear this.

“Ahem” Ben said clearing his throat. “This is the story of how I got, the omnitrix. The most powerful device known to all worlds.”

Location:Crystal Kingdom
Current Time: 5:51 pm.

It had been another long and predictable day, Princess Cadence had done the usual, signing papers and attending royal meetings where she had to settle some disputes between some of the royal staff members. Then there was the daily appearance her and her husband Shining Armor made in the morning and evening to reassure the citizens of the Crystal Empire everything was alright. She also had the tax papers that she needed to get working on by tomorrow if she ever wanted to make enough time before Shining Armor got back from his scouting mission with the Crystal guards.

Cadence sighed. She sat in her throne room looking out upon the Crystal Empire a faint smile touching her lips as she watched her citizens move about on their business without a worry. It warmed her heart to see that her people had been able to forget about the tyrant that had so evilly haunted their lives for so long. Then again there was that sense of boredom, like ever since she became princess aside from the issue with Tirek and that one long journey she made with Twilight to help Discord get better, there hadn’t been anything to really get her excited. Make her feel- in short terms- not bored.

Looking at her guards who glanced up at her, she decided that she’d at least take some time to be alone rest up a bit before she needed to wake up early to get rid of those tax papers in her room.

“Commander Moon Shine” she called a chamoisee colored pegasus with a glinting dark sword for a cutie mark. “I’ll be taking to my chambers for the night. Please don’t hesitate to call me if there’s anything that may need my attention” she said. The crystal chamoisee colored pegasus bowed, graciously as Princess Cadence descended from her throne and left the throne room.

Heading across the hall Cadence made her way up the spiraling stairs that would lead her to her and her husband’s room. And just as she was about to reach the gold bedazzled doors, the light cerise alicorn froze as she saw a bright light emit from underneath her door and felt a sudden disturbance in the force; the magical force.

*** ***** ***

Static, spatial static that disrupted the surrounding particles of the atmosphere cascaded everywhere as the portal that had brought him here closed and disappeared, to nothingness. Rook was broken, his armor was tattered and pieces of it were starting to break around him, and now his body had for the second time in his plumber career morphed into a different species. His stripes covered his body except for stopping at the sides of his chest and torso. The armor had also seemed to readjust itself in order to adapt to the peri-winkle alien’s new quadrupedal form.

Falling on all fours, with his hind legs incapable of supporting him any longer the Plumber, fell to the ground his Proto-Tool laying inches away from him along with the other pieces of armor that had been sucked into the portal. Breathing heavily and slowly Rook blinked, once, twice then a third time taking in his surroundings. He was in a room, the room looked to be meant for royalty based on the trimmings and designs coming from it and the gold doors that would lead him to a different room or outside held what appeared to be a crystal shaped heart as its insignia.

“Where am I?” he thought looking around as he crawled over to the bed and used it to support him. Drawing in another breath he felt the pain in his sides at where he’d received the large cut along his side. Wincing he tried to stand on his legs, but immediately stopped when he looked down at them.

“It appears I have changed forms...again” he frowned only to wince again at the stinging sensation his laceration gave him. Then he froze as he heard the door open, too late to hide Rook managed to use his new tail to snatch the Proto-Tool up and place it on his shoulder. The being that met him looked clearly surprised.

Princess Cadence stared in awe and shock at the severely injured zebra before her. He obviously had been through a serious battle due to the sweaty smell he gave off and all the injuries he seemed to have received. Apprehensive at first when she saw the being snatch something up and turn to look at her, weapon pointed in her direction she spoke. Cautiously.

“Who are you?” she asked, seeing drops of blood hit the floor as the creature eased himself onto all fours only to stumble and limp his way around the bed all the while maintaining a cautious distance between her and himself.

“I am Rook...” he said weakly adding “And who are you?”

“Princess Cadence” she replied still staring in confusion at the zebra before her. “Why- How did you get in here?” she asked her eyes narrowing. Rook opened his mouth to reply only to fall as another needle of pain injected itself in him, his wound was seriously burning now and he needed help. Princess Cadence immediately moved over to check on the fallen zebra ignoring his weapon as she checked his wound.

“What happened to you?” she asked, with a touch of authority.

Weakly he replied “Why are you doing this? We do not even-” he was cut off by a loud stomp from the pale cerise winged creature.

“I said what happened?” she stated more firmly.

Rook stared quietly before responding “injury to the rib accompanied by a slash” he dismissed the questioning look she gave him. “Why are you helping me?”

Princess Cadence’s expression softened, “Who I help, is my choice. Now let’s get you fixed up.”

Author's Note

Welp here he is. Rook is in the Crystal Empire,and I got to say I had fun with this one and was slightly hesitant of including Princess Cadence in this. The thought just popped into my head when I was thinking of ways to have Rook included and who he should meet first and since I'm having random meet ups, I thought Cadence would be best for this.

Originally I planned on having him meet Zecora, but maintaining her constant speech pattern is to much of a hassle and I probably wouldn't have got the chapter out till next week if I went with that approach.

For those of you that have never seen the Omniverse series or didn't bother to continue with the alien force and onwards here's a picture of what Rook looks like.

Hailstorm~ Out.

Chapter 4

Chapter 4: Meetings
“And who are you supposed to be?”

It was night now in the Crystal Empire, a long day had been spent training the Crystal guards on how to prepare for ambushes and surprise attacks during their scouting mission and Shining Armor was extremely tired. He had to teach those rookie’s easy ways to camouflage then move on up to attack methods all while maintaining communication with their own individual scouting teams. Frankly the unicorn was overjoyed that the day was over and he’d be back home with his sweet wife.

“Cadence” he said as he trotted towards the guard inventory removing his gold plated armor that had his cutie mark insignia placed at the peytral. Of all the equines he loved coming back to, there was no one more aside from his own family that he loved spending time with than his princess of love.

And boy did she deserve that title he thought a small blush coming to his cheeks. One that he quickly cleared away as he began trotting through the castle halls and nodding his head to each guard of his return.

The moment he had entered the throne room to check and see if his wife was there, the pegasus commander Moon Shine trotted up to him.

“Your Highness” the pegasus bowed.

“Sir Shine” he said walking by, but stopped as he noticed the commander was following him. Turning towards the chamoisee pegasus Shining asked “Is there a problem?”

“Actually. There is sir.

“The Princess returned to her room only an hour ago. Yet shortly after she requested medical herbs from a medical team and has forbidden anyone from entering her room” the chamoisee pegasus stated with a slight touch of concern.

“I was told to inform you immediately upon your return, to meet Her Majesty upstairs in your resting quarters, Sir” Moon Shine finished his report with a saluting wing.

Shining Armor just stared, processing what he had been told. Moon Shine’s voice called the stallion back from his shocked state of mind. “Y-Yes?” Shining Armor asked still confused.

“What are your orders?” Moon Shine asked, a few other guards that had been present now began trotting behind their leading commander.

Shining Armor in all honesty wasn’t sure what to say. He’d just gotten back from a training session with the rooks, was sweaty, tired and in serious need of a “cuddle” with his wife. Now that he was being told this possibly horrid news he was sure he wouldn’t be getting a good cuddle session with his love till the following week. Quickly glancing at the now gathering group of soldiers that were joining him, he could see some of them were nervous. Unsure of what to do.

Moon Shine, his charcoal messy mane, slightly covering his left eye, looked completely calm but the concern in his voice hadn’t gone unnoticed. Instantly Shining whipped into what he likes to call “Serg. Mode.”

Standing up straight and tall on his hooves Prince Shining Armor gave his troops a serious look. “Any news on why she won’t let anyone inside?” he asked now turning to his resting quarters. Moon Shine and five other guards followed behind their prince.

“None, Sir” said a unicorn to Shining’s right.

“Is she injured?” he asked his voice lacking almost all sense of concern as it remained strict and austere.

“Not from what the medical team reported after they delivered the medicine the Princess had asked for. When she stopped them at the front door she looked perfectly fine” stated Moon Shine who was directly beside the light grey unicorn.

“I see” Shining Armor stated, though his face was grave and thoughtful he had no idea what could possibly make his wife keep everyone out of their room, and require a medical team to deliver her healing herbs. It wasn’t like her to behave in such a mysterious and bizarre manner.

“I’ll go first, if there’s any sign of trouble prepare to attack” he ordered. The group of guards nodded, as they all climbed the spiraling steps leading up to the royal bedroom.

As they got closer Shining could feel his heart beating. What if she’s hurt? What if there’s something in there keeping her captive and making her heal it?! What if-

Shining abruptly stopped, which brought about several grunts behind him since Moon Shine ended up having his team rear end him.

“What’s wrong Your-” Shining held a hoof up, his ears erect. He had heard something from within the room that was now only a few steps away from them. On the front of the gold bedazzled doors was his cutie mark, and from the looks of it nothing showed signs of a fight, struggle or battle since the doors hinges were still in tact.

Carefully Shining Armor began tiptoeing towards the door, he could hear movement in the room now, and his wife’s voice.

“Can you please lower your weapon, I can’t help you if you have it up like that. Besides no one’s going to hurt you” Princess Cadence said.

That’s it! his horn glowing a light rose, the heavy royal doors swung open in a swift movement and the unicorn burst inside his quarters, letting out a warning snort as a sign of his anger. Looking around, Shining quickly scanned the room until his eyes stopped on the zebra now laying on their bed.

The other unicorns had trotted inside their horns aglow as well, and Moon Shine’s wings spread open in a hostile manner, that is until they saw the zebra now laying on their leader’s bed.

Princess Cadence had just got back from the sink carrying a bandage wrap in her magic till she saw the cracked wall and the wide open doors, and the look her husband was giving the zebra on the bed at this moment.

This looks bad was the first thought that popped into Princess Cadence’s head, but Shining Armor was still pretty shocked at what he was staring at. It’s not like he hadn’t seen a zebra before. He knew Zecora and heck she was the only zebra he knew. No it wasn’t that Shining Armor thought that his wife might be cheating on him and this fellow may have been injured by one of the guards in his attempt to get inside, no no it wasn’t anything like that at all.

He was staring at the armor that the zebra was wearing, the same armor that had been partially removed so that Cadence ccould work on healing this new stranger in his bedroom.

“Sir” Moon Shine said, almost as stunned as his leader as he stared at the Proto-Tool that was now pointing at them. “What should we do?”

Shining couldn’t think, his mind was frozen. The tech this zebra was wearing, the armor, all of it was foreign to him. And what was worse was he looked a mess! The cuts and bruises on his forelegs made the soldier cringe a bit, that is until Moon Shine spoke again.

“Sir?”

Clearing his throat Shining slammed a hoof on the ground, directing everyone’s (including the Proto-Tool which had been set to motion detector), attention to him.

“Cadence, we need to um...talk about our new guest here” he stated completely forgetting the guards were there.

A sigh of relief escaped Cadence’s pink lips. “Yes I agree” she said with a relieved smile. Her horn glowing a light blue, Cadence slowly began closing the door as Moon Shine began directing all the other guards out, having caught the hidden message by reading the atmosphere.

“So um Cadence do you mind telling me who this is supposed to be?” he asked pointing a hoof at the half-broken armored zebra. “And why is he in our room?” he said casting a quick glance at the periwinkle colored zebra.

“To be honest I’m not really sure” Cadence said, as she trotted around the bed and her husband, the gauze bandage following behind her. “He never really gave me his name” she said as Rook eased himself up so she could bandage his side.

“Yet you’re helping this stranger...that not only looks like he went one-on-one against a pack of timberwolves but is still pointing his weapon at me?” Shining Armor asked slightly confused, more by the fact that this new fellow hadn’t said a word the entire time he was here. Yet for some reason Shining’s military instincts weren’t alert by the presence of this zebra at least not as they were before.

Rook on the other hoof didn’t say anything not because he was being cautious but because he was confused as the rest of them. He’d never met creatures like these on earth before and he’d done an extensive study on all earth based life forms. The light cerise winged creature that had been helping him as he knew her name to be Cadence. At least that is what she had told him when she started helping him. He was going to give her his name- till those horned horses barged in, and the one staring at him now was, as he believed, to be Cadence’s husband.

Suddenly feeling a tingling sensation on his face Rook felt the bruise on his forehead slowly disappear. Looking more surprised than pleased the Revonnahgander was about to speak that is till he felt Candence’s hoof touch his shoulder, telling him to sit up.

His chest plate sliding off his body the Plumber couldn’t help but feel a faint flush of awkwardness at being exposed in this manner. But he had no choice but to bare with it, as he winced his side burning by the alcohol applied to the injury, followed by soothing herb mixed in the gauze.

“So, who are you?” Shining Armor asked again as Cadence went in circles wrapping the gauze around Rook’s side.

“I am Rook” he said pausing with a slight wince as Cadence tightened the wrap a bit.

“Sorry” she replied with an apologetic smile . “So Rook, where did you come from? Obviously you’re not from here, am I right?”

“What makes you say that?” Shining asked as he took the rest of the gauze in his magic when she was done wrapping up Rook’s torso.

“When I was coming up here I felt a magical disturbance. That and there was a bright light that flashed in this room before he appeared. His armor was all busted up and whatever fight he’d been in must’ve been serious” she stated wrapping pieces of the broken armor in her magic.

“The details are too many for me to explain right now. But I am here on a mission and I plan on completing it” Rook said as Shining Armor levitated his gear back to him.

“And what would that be?” Shining asked as Cadence trotted across the room gathering pieces of the broken armor.

“I must find my friends, he along with two others were most likely sent here since the portal I took to get here brought me to this location.”

“Hm, I see” Shining Armor said as he watched Rook slide his broken armor back on and place the bizarre gun on his shoulder. “What’s this friend of yours name?”

“Ben. Ben Tennyson”

“No way!” Rainbow Dash refuted.

“Ok now you’re just throwing fibs at us” Applejack stated in disbelief.

“You’re telling us that you single-handedly defeated a 8ft humanoid squid monster that was trying to destroy your planet. With a watch?” Twilight asked her voice dripping with skepticism.

“Hey it’s true! If I had the omnitrix right now I’d show you. I mean how else do you think I have this for a mark” he said pointing to his flank.

The girls looked at each other. “Well I mean anything could’ve happened for you to get that. While I’ve never seen a cutie mark like that before it could mean pretty much anything” Twilight stated.

Ben merely shook his head his confident smile not faltering. It was only natural that they wouldn’t believe him, after all in this world it didn’t seem like they had aliens or anything of the sort. Aside from the possible close to global wide dangers these six mares had faced so far it wouldn’t surprise him that they wouldn’t believe the guy who’d saved his own galaxy more than twice and with the help of friends stopped a worldwide invasion at the same time settling a global war between two different species.

“Ben, you don’t really think we would believe something so, well insane?” Rarity asked politely from her seat.

“I mean it’s one thing to tell us that you fought against an alien, but to tell us this Kevin Levin and you use to be mortal enemies, tried killing each other for almost an entire year and are now friends as well?"

“Hey we didn’t just become friends like that. It took quite awhile”

But Rarity either wasn't listening or didn't care to take notice of what Ben had said, "Not to mention that you saved the world and the creator of your watch all when you were 10 yrs old?” Rarity further commented an eyebrow raised in skeptic questioning.

“Hey it’s true!” Ben said firmly.

“We’ll believe it when we see it” Rainbow Dash retorted her hooves crossed. Ben would’ve said more but the sound of footsteps coming up the stairs drew their attention away from the conversation.

“Spike! Where have you been?” Twilight said seeing her assistant coming towards them, out of breath and sweaty. The young dragon looked frightened Ben however was busy admiring the fact that there was a real life dragon standing before him. Sure he’d faced off against dragons when he was fighting the Forever Knights but those were all mechanical, this one was real!

“Spikey Wikey what’s wrong?” he heard Rarity ask. Stifling a laugh at the nickname the hero tried to maintain a straight face as the dragon began speaking, taking in long drawn in breaths each time he managed one word out.

“Ur...jor...out...side...Snips and Snails!” he said throwing his arms in the air in insane gestures. “Run!”

“Um, what now?” Applejack asked.

“I think he said there’s an Ursa Major outside” Pinkie Pie said.

“An Ursa wh-” Twilight began only to be cut off by an earsplitting, ear piercing roar, that shook the very castle and everything and everyone in it. The roar, literally sent everyone in the castle into the air by a few inches even Rainbow Dash who was already flying somehow managed to float into the air without flapping her wings before hitting the ground like the others on her hooves.

“W-W-What was that?” Fluttershy squeaked.

“Whatever it was my ears are killing me” Ben stated.

Spike however had continued to shake like a little leaf that was being pushed by the winds. “T-The Ursa Major! It’s here!” he stated as he zipped onto Twilight’s back.

“You were serious!” Twilight said her look of shock instantly changing to fear.

“What kind of dragon jokes like that Twi?! I’m not a comedian here jeez cut a guy some slack!” Spike said fiddling with his tail.

The argument would’ve continued if it weren’t for the screams of terror now being made across the entire town.

“An Ursa Major! We’re all gonna die! RUUUNNN!!!”

Twilight and the others followed by Ben all rushed out of the castle. Upon reaching the exit and running a couple feet from the castle they saw a mystical ball of fur right in front of them.

“What is that?” Ben asked a trembling Fluttershy. She only managed to squeak in response.

“I-I-It’s a Ursa Major...” Twilight said her wings flopping to her side as she and the others looked up into the heavens.

“A Ursa what?” Pinkie directing Ben’s light green eyes upwards was the only answer he got in return.

There almost a football field’s distance away was a giant bear. It’s body appearing to contain stars and the night sky in its very fur. And at the very center of its head it appeared to have some sort of star or symbol on its head. All Ben could think when he saw it was “That thing’s as big as Way Big.” Looking slightly surprised that this world had creatures as large as a Toku’star, Ben and the other mares just stared in utter shock as the constellation bear began tearing up things, searching for something within the town. Causing houses to be crushed under its paws and building structures that were all uninhabited getting wrecked.

Ben only had one thing to say as he saw the fear and terror in all the pony’s eyes.

“It’s hero time” he said with a grin.

The sky was bereft of light, guess it was natural when it was now nighttime and you had spent most of your day stuck in a forest that had been trying to beat you down with rain.

Kevin was still with Discord, and the several eyes that had been staring at them had now started to show signs of movement, whether this meant they were coming towards them or leaving he didn’t know. What he did know is that they couldn’t stay in this forest much longer. They needed an escape plan.

“Hey” Kevin called Discord who had been floating around aimlessly.

“Yeesss?” Discord asked in that annoyingly hopeful way of his.

Kevin bit back a scowl at how cheery this dragon was. “Help me with Gwen I need to get her out of here, we can’t stay in this forest much longer and I can’t leave her the way she is now. Put her on my back for me.”

Discord stared in silence, the draconequus knew quite well that he could simply just teleport them out of this forest with a snap of his claws. But where would the fun be in that?

“Of course” Discord said as he levitated Gwen’s pony draconequus body onto Kevin’s back.

“Thanks” Kevin stated, crouching then with a huff he readjusted Gwen on his back gently tossing her up before she landed safely on his shoulders, both her wolf paws slightly drooped against his shoulders while her head rested on his mane close to his ears, her breath making the steel stallion’s ears twitch every now and then.

Once Kevin had made sure that Gwen wouldn’t be falling off his body so easily and her rather long tail was being kept up by his own dark night colored tail, the built stallion began trotting forward with Discord lazily flowing behind him. They hadn’t taken more than a few steps, forward when they heard the sound of a raucous roar of a pained creature. Though it was far, the sound was very, very audible. Like it was right beside them.

As if the horrid sound of the beast weren’t good enough, a murder of crow flew overhead, flying directly above the small party. Together Discord and Kevin remained still, silent watching the crows fly over them, it wasn’t until the last member of the murder flew by did it get eerily quiet.

Kevin held his breath, the air was full of tension and he didn’t want to add anymore to it. Taking a careful step forward he began moving slowly with Gwen still on his back.

SNAP!

Jerking his head in the direction of the sound Kevin looked to see the hoof of Discord standing on the broken twig, looking away innocently. Drawing in a deep breath the steel stallion sighed. "Damn it Discord" he mumbled harshly.

Then everything went to hell.

As if the roar of the beast, from the distance had excited them, five timberwolves slowly stalked out of their hiding place. A manticore soon following behind them, all looking rather hungry for a pony salad. Kevin froze in place.

“Looks like Tennyson’s bad luck has started rubbing off” he said feeling a bead of sweat forming as he took a quick glance at Gwen. “Hey Discord!”

“Yes?” Discord said sounding rather disturbed by these sudden turn of events.

“Can you get us out of here? You know. Quickly?” Kevin asked as he began backing away from the advancing manticore. The beast licking its lips sensually.

“Well” he said thoughtfully, having to duck at the incoming wolf claw that came at him. “I do believe that would be the best option” he stated raising his paw. And just as he was about to snap, Discord suddenly felt a stinging sensation in his lion arm. Looking down he saw that embedded in it was the pincer of a scorpion tail.

“Oh poo” he said frowning. The next thing the draconequus knew was he was on the ground and incapable of movement. Great, just like when I was trapped in the stony prison, could this day possibly get any worse?

Now being backed to a corner Kevin had only two options. Escape with Gwen. Or help out the guy who’d been keeping him company since he’d awoken. The timberwolves were getting closer and the manticore had set its sights on Discord now, to Kevin he wasn’t sure if the lion like beast merely wanted to play with Discord or actually eat him because at the moment the creature was merely staring down the immobile draconequus without making any further advancements.

Turning his head just in the nick of time Kevin managed to jump out of the way before a claw landed a hit on him (and Gwen), barely managing to keep his girlfriend on his back Kevin was beginning to wish he could take the former. But deep down, he knew he couldn’t.

“Tennyson. If I get out of this I’m going to slug you for letting your bad luck rub off on me” Kevin stated as he slowly slid Gwen off his back.

“Alright you ugly mutts. Let’s do this” he said taking a stance between Gwen and the nature based creatures before him. Just as the timberwolves were about to attack and the manticore was going to strike Discord, in a moment of a brief gust of wind, the trees that had been blocking the night sky swayed from side to side, their leaves revealing a part of the full moon. And for an instant Kevin thought for sure by the end of this night he’d be caked in injuries and twigs, but his worries were broken when he caught the glimpse of eyes peering down at him from that full moon.

“What in the world?” he said, oddly enough drawing the timberwolves attention to the sky.

In a large flash of blinding light that enveloped the small vicinity the group was in with their attackers, a figure emerged. Clad in a crescent moon peytral, a dark blue winged unicorn stood tall and proud radiating everything that defined the word FABULOUS as she descended gracefully from the sky and landed on the ground. When the light had cleared Kevin stood amazed his jaw slightly dropped as he stared at the surprisingly beautiful creature before him.

So overcome by the sudden appearance of this creature Kevin didn’t take immediate notice that the beasts attacking them were frozen- with fear. Seeing his chance the steel stallion was about to attack until the dark winged unicorn said in a stern voice: “Leave.”

To this day Kevin Levin will never forget how fast a manticore and a pack of tree-bark wolves could move within a span of 2 seconds. Roadrunner had nothing on them, because no sooner had those words left the alicorn’s lips did they disappear faster than lighting yelping and whimpering all the way into their homes.

It took a second for Kevin to say anything as his levels of interest in this creature began rising along with his newfound respect for her.

“Who are you?” Kevin asked as the winged unicorn’s horn became caked in a cobalt blue aura gently lifting up Gwen in her magic, and the same for the paralyzed Discord who still had the sullen look on his face.

The winged unicorn smiled kindly once she’d made sure that the two were properly secured in her magic and no harm had come of the group. Turning to Kevin the dark alicorn spread her wings, her gentle smile appearing incandescent.

“We are Princess Luna, it is a pleasure to meet you.”

Chapter 5

Chapter 5: Feeding

“I need others if I'm going to survive”

Ponyville
Current time: 9:45 pm.

“Watch out!” Ben said shoving a pony out of the way as the top of a building tumbled towards them from the swing of the Ursa Major’s paw.

Landing rather roughly on the ground just inches away from the rubble that nearly flattened Ben got back on his hooves instantly looking around for anyone else that may need help. Sure he didn’t have the omnitrix, but that never stopped him before, and it wouldn’t stop him now.

“Dash!” he called seeing the pegasus circling the air for anyone that needed help, hearing her name the rainbow maned pegasus flew down hovering above Ben. “What’s up?” she asked.

Ben simply pointed to the stallion with the three horse-shoe cutie mark. “Get him to safety. Twilight and the others are trying to keep the bear-”

“Ursa Major” she interrupted.

“Whatever, they’re doing they’re best to keep that bear at bay. I need to go help them” he stated moving forward.

Nodding Rainbow Dash turned her attention towards the still shaken stallion lifting him up under his pits and carrying him a few inches into the air. “Be careful” she called as Ben took off towards the giant beast, but the hero didn’t reply he had more pressing matters to attend to at the moment.

Reaching the beast within a matter of seconds Ben could see the lavender alicorn shooting rays of magic at the beast which only seemed to be infuriating it even further.

Just as the beast was about to let out another massive roar that this time would most likely fracture the infrastructure of the buildings a rather large lasso looped over its mouth firmly closing around it and snapping the beast’s mouth shut. Ben let his eyes travel to the lasso’s original position before he saw that its owner was Applejack, the orange country pony fighting to keep the beast’s massive jaw shut as she was slowly dragged along the ground.

“A tough critter aren’t ya?” she said with her teeth firmly shut on the other end of the lasso. A gust of wind blew on the mare sending her hat flying as the Ursa Major snorted in annoyance, clearing knowing that Applejack’s attempts were nothing but a game. One simply firm yank on the constellation beast’s part and the orange pony was sent flying.

To keep the beast from going after the screaming mare as gravity began to do it’s job Twilight had to hit the beast in the face with a burst of magic that would keep it stunned for a few seconds.

“Dash!” Ben called, instinctively running towards the plummeting earth pony, as her descent brought her closer and closer to her painful demise.

Seeing a flash of mixed colors zoom by him Ben watched as Rainbow Dash shouted “I’m on it” zooming past Twilight who was still hitting the beast with her magic and Pinkie Pie who had begun pieing the creature with her party canon’s, a barrier of sound began forming around Dash’s hooves as she began quickly closing the distance between her and Applejack.

“Almost...there” she said adding to the fire as she leaned forward, and then in a zap of light.

BOOM!

A barrier of rainbows shot out from behind the cyan pegasus as she shot towards her friend catching her just in the nick of time before she landed on a building. The barrier was so strong that it sent a blast of pressure slightly knocking Twilight back had she not braced herself and pushing Ben a few feet back. The Ursa Major however wasn’t prepared.

Getting the remaining force of the rainboom, the giant bear was knocked back to a sitting position that along with the brutal hits Twilight had been using in an attempt to daze the giant creature.

Just as it was about to get back up on its paws again a burst of shining light illuminated the sky. The light was so bright that it caused Ben to avert his gaze so as not be blinded the same including for Rainbow Dash and Applejack once the two had safely landed along with Twilight who knew for certain who that was making an appearance.

Princess Celestia.

The fuchsia gray alicorn with her wings spread wide in that regal manner of hers, her head raised with not a sign of snootiness detected allowed the light to disappear before she turned her stern gaze on the Ursa Major below her.

The Ursa Major, though surprised clearly wouldn’t be backing down as it let out a warning growl for the alicorn to back off. Celestia was unperturbed.

“Princess?” Twilight asked, surprised once the light had completely disappeared. “How did you-?”

“Spike sent me a message” she replied calmly her stern gaze still directed on the Ursa Major below. Allowing her eyes to slowly scan the now desolate town before her the Princess took in every shattered building. Every ruined playground. Every broken sidewalk, and every destroyed home.

“Was anyone hurt?” she asked, no one in particular.

“No one was injured” Rarity replied returning with Fluttershy from having made sure everyone in Ponyville had made it safely into Zecora’s home.

“Good” she said her stern expression relaxing a bit but returning once again when she stared at the Ursa Major that now sat on her rump waiting for her enemies to make their next move. The beast had her gaze firmly fixed on the six mares her anger clear as her lips curled into a dark scowl revealing all her sharp, white teeth.

“What is the meaning of this?” Celestia asked her stern gaze pointed towards the creature.

It continued to growl.

Slowly descending to the ground Princess Celestia continued to stare at the creature waiting for some kind of response. Ben and the rest of the group had joined her where the alicorn stood.

“Um, not trying to be rude here but you do know it can’t talk right? Unless I’m missing something here” Ben said, earning a slightly reproachful look from Twilight.

“Actually” Princess Celestia said her eyes still directed on the giant bear. “She can, she’s just being stubborn.”

“Hm...cool” Ben said with a shrug as the six mares stared surprised.

“What’s wrong Natani?” Celestia asked the bear. “Why have you attacked my subjects at such a late hour? Disrupting not only this peace but my rest?” Celestia questioned.

The bear continued to snarl, showing all its teeth letting out a low feral growl as it said nothing. Its eyes still firmly glued to the mane six.

“Will you not answer me?” Princess Celestia asked, her voice remained calm but the firmness in the question clear.

The bear called Natani continued to glare darkly before it slowly rose bits and pieces of debri falling off her rump as she got on to all four of her paws, kicking around to make her sitting spot more comfortable Natani sat back down, causing a small rumble and a few buildings behind her to collapse.

“My child” her voice boomed, causing Ben to wince grabbing his ears.

“Your pitch if you don’t mind” Celestia said her ears flicking as they readjusted to the sound.

Another deep growl escaped the beast’s throat before she continued in a lower tone this time. “Where is my child?” she asked again more sternly this time.

“Pardon?” Celestia asked looking slightly confused.

“Do not play the fool with me Princess of the Equines” the beast snarled. “I want my child!” she stated her claws grinding the hard earth into dust as if it were nothing.

“Why do you think we have your child?” Fluttershy asked. “We would never take a baby from its mother.”

“That may or may not be true, considering that my child was upset by two ponies before I came to find him missing once again. I simply believed he would be returned to me like before but he has not returned and that was hours ago” Natani snorted. “When I tried to get the ponies attention here they all began running screaming monster. I lost my temper, I come to find my child and am then called a monster by your subjects?!” the bear asked the anger seeping back into her voice.

“But there’s no way Snips and Snails would do that!...again at least” Twilight said feeling a little doubtful.

“Wait you’re telling me two kids really stole a bear?” Ben asked in disbelief.

Applejack nodded.

“Wow, you guys sure like trouble don’t ya?” he said with a slight grin. “Hey Natani!” Ben said drawing the colossal bear’s attention to him. “We’ll find your kid alright! Promise, just give us sometime and don’t destroy the town while we’re gone!” he called up to the beast.

Princess Celestia watched the flash white stallion before her with curiosity as he spoke. Looking up Natani she said “Well Natani? What do you say to this stallion’s suggestion?”

The bear remained silent her glare still in view but as she pondered this her glare relaxed a bit. “You have half an hour. If my son is not returned to me Ponyville will be my midnight snack” she said slamming a paw on an old building, crushing it and sending wood and other debris flying everywhere.

“And if it comes to that you’ll be facing me” Celestia warned, the bear merely snarled her defiance.

“Go” she said turning her attention to Ben. “Find the child, before things get out of hand.”

Nodding Ben immediately turned to the others. “I need your help. Where are Snips and Snails?”

Rarity and Fluttershy immediately took the lead. “Follow us.”

5 hours ago
Location: Everfree Forest, Center; Southside.

“Where am I?” a deep gray colored dragon, clad in dark clothing asked. Upon the dragon’s face he wore a metallic mask that completely hid his face and only allowed him to see and breath. Slowly rising the teenage dragon that was no bigger than a monster truck, collapsed to the ground his head swimming.

“What happened?” he thought, as he fought to gather his thoughts trying to remember what he had brought him to this forest. The dragon within the mask let out a painful gasp as an image flashed through his mind.

An armored figure, clad in dark blue armor and gold stripes. A helmet, a deep monotone voice that was accompanied by multiple voices, and that last sentence he heard before reawakening in this forest.

“This is your punishment. Enjoy it well, for it will be your last” Count Down’s voice echoed the sentence in the dragon’s head.

“URGHHHHHH!” the dragon screamed, roaring from within his helmet feeling both frustration and rage course through his body. He now remembered what had happened. In his foolish attempt to absorb the power of the great beast things ended up backfiring on him and instead of gaining power, the dragon had been placed here instead. In this dark forest, where his newly enhanced senses could pick up sounds all across the area. In the distance he could hear animals of various types and kinds moving about around him. For a second he thought for sure he could hear the faint sound of talking from a distance nearby but one he couldn’t pinpoint.

Slowly rising onto his legs the ash colored dragon looked down at its arms, remaining silent as he took in his new form staring at his extremely dry almost shrivelled ash colored scales as he looked up to his old looking hands that seemed to be bereft of all life. Clenching both hands the dragon flexed his fingers, then turned his armored covered face to glance at his back. He had no wings, only a tail.

Turning his attention back to his hands the dragon continued to stare in complete silence, almost as if completely shot into a state of stupor as he stared at his light gray colored claws.

“So this is what I’ve become?” the dragon muttered to himself, as he heard crows cawing and the faint sounds of twigs breaking in the distance as they made their way around his direction.

“First I lost the girl I thought would make the richest man in the world, then my youth, then my place as a respectable being. Now I’m losing my humanity?” the dragon asked a bitter coldness gripping his heart, one he had felt many many times before.

“Is the universe really this cruel?” he asked the air, his tail swaying side to side slowly brushing aside rocks and other smaller things on the ground. “To yank me away from not only my world, but to force me into this body? And even then I still am without my youth” he said still staring at his dry old scale hands.

The dominant voice of Count Down once again echoed through the dragon’s mind. “Please, please have mercy!” the dragon had remembered himself begging, the interstellar being as he lay on the ground trembling.

The response the metal giant had to that pathetic attempt of plea was merely a cold callous laugh that made the dragon who was human at the time freeze as if the temperature had dropped to a freezing point.

“I find it funny” the giant said as he slowly stepped towards the trembling armor faced man before him. “That the worst of you humans beg for mercy when you know just how well you don’t deserve it. And you Michael Morningstar, surely know that mercy. That is something you will never have. Not for the crimes you have committed” the voices echoed the last two words once the dominant one had finished.

The trembling weak teenager, in his armor merely maintained his frightened posture, acting as if he had no desire to be in the same room as the very being that seemed to represent the very definition of zenith. And once that being had taken a step closer the vile villain jumped up and placed both his armor gloved hands on the giant’s own armor, watching as waves of electric energy flowed into him.

“Yes!” he had said, the dragon frowned on his stupidity at the time. “This power! It’s so good! With this I’ll never have to worry again! About maintaining my charm! Being a leech that has to survive off others! This will last me centuries! I’ll be young forever!” he had said as he felt the waves of delicious power flow into him, feeling his original form returning and once again looking like himself.

The interstellar being hadn’t fought back or even flinched when Morningstar had attached himself to him like the grovelling leech he was. Instead with his sapphire green eyes fixed on the poor fool the metal giant watched through his helmet as the boy regained his original handsome features. His gold locks and blue eyes radiating nothing but youth and vitality.

“You truly are a leech” Count Down said when the energy had suddenly stopped flowing surprising the villain as his now gold complexion no longer brightened any further.

Morningstar went unperturbed by this, believing he had enough power to knock the giant out and absorb the rest of his delicious power he levitated off the ground. “Really now? Go ahead” he had said confidently much to the annoyance of the dragon now. “Take your best shot.”

And that’s exactly what he did.

Raising his left hand slowly in a calm manner Count Down snapped his iron metal fingers and in an instant all the power Morningstar had gained was gone in a flash, returning him to his old, dry, and shrivelled up form.

“W-What happened?” he had asked stupidly.

“What do you mean?” Count Down asked without interest as the teenager began to tremble once again.

“What did you do to me?” he asked staring at his cursed form in shock and disgust.

“I gave you as you humans say ‘what you asked for’. You lost” he replied in his monotone voices.

“I-Impossible. I drained you! You should’ve been weak!” he retorted. Count Down said nothing and raised both his hands in invitation.

“Would you like seconds?” the dominant voice asked, in a taunting manner.

Feeling the rage return to him the dragon recalled how he had foolishly charged in, once again draining the being only to be stopped, have all the energy drained out of him instead then have a portal slowly suck him inside. As confidence turned to realization and realization turned into defeat, Darkstar as he was now known since Ben, Kevin and Gwen had ruined him looked up into those cold sapphire eyes that watched him get sucked into the armor long enough for him to hear those chilling words.

“This is your punishment. Enjoy it well, for it will be your last.”

Snapping out of his flashback the dragon had taken note of the sound of approaching steps that had made their way towards him the entire time he had recalled his major folly. Rounding on the being that dared to disturb him the dragon clenched his shrivelled claws ready to strike, only to freeze upon seeing an extremely large bear, presumably a cub with the stars on its fur staring back at him.

Dinner his mind thought as he could feel the power that seemed to be radiating off the cub. Licking his lips Darkstar waited for the cub to approach him with only a few feet as distance. Having his tail lash out and firmly wrap around the cub’s paw Darkstar immediately began sapping the power out of the beast as he began to struggle.

A loud raucous roar escaped the bear’s lips that seemed to create a murmur in the forest, in the distance the dragon was sure he’d heard voice react to the roar of the cub but merely ignored it as he fed.

Feeling his scales growing stronger as he sapped the magic and energy out of the cub the dragon could feel his scales regaining their youth. Slowly as time passed the cub’s resistance dwindled and within two hours the resistance that he had been putting up was a shrivel of what it had once been. Darkstar’s scales had now gained a light red color, his underbelly taking a pale peach color, which seemed to match his yellow spikes and hair. The cub had let out weak whimpers and pleas being too young to actually talk in an attempt to communicate it wanted to return home, but the leech, Darkstar payed no mind to its protests.

To Darkstar this wasn’t about gaining power, this wasn’t about getting payback on Ben Tennyson or the interstellar being that had thrown him here in this world and stripped him of his humanity. This was about him surviving,

In a last ditch effort, the Ursa Minor was able to get up and toss the dragon away from him, mustering enough energy to banter away into the woods only a few feet before it felt sharp claws pierce into its fur and skin drawing small drops of blood.

“Where do you think you’re going” the dragon asked, as he snaked his tail around the whimpering cub once again, slowly dragging it back towards him as the Ursa Minor left claw marks behind him in its attempts of escape. Flashes of light ensued behind the woods as Darkstar continued to drain as much magic and energy from the bear as he possibly could, feeling his strength returning. Enough strength where he would be able to move, and not have to worry about feeding again at least for a few days. As Darkstar drew in more and more energy thoughts of simply sapping this creature’s life force entirely popped into his head. Licking his lips once again as he wiped traces of blood off his claws into the grass.

Watching the cub whimper though then pass out from exhaustion as he drained it dry of its strength and natural power Darkstar decided it was best to leave it at that, retracting his tail, and releasing his firm grip on the unconscious Ursa Minor the dragon got up.

Turning towards the sound of running water the dragon got on all fours and made his way to the stream looking at his reflection. Dipping both blood stained, now black, claws in the running river Darkstar slowly took in his new appearance appreciating how he had turned out.

His ash scales had become a dark shade of ruby red. His underbelly being a jasmine, claws no longer ash but a black licorice and his spikes and hair gold. Raising a claw the dragon removed his mask and stared at his face that had now resumed its normal form. No longer looking shriveled or feeling weak Darkstar was satisfied with his feeding and his appearance.

His ears flickered for a second as he caught sounds approaching him, just as he turned the dragon jumped out of the way as a pack of timberwolves hastily made their way by him in an attempt to escape someone that had clearly frightened them.

Shrugging it off Darkstar took one last look at his reflection in the mirror smiling as he conjured up a small bag to keep his mask in. Just in case he’d ever need it. Placing the metal mask inside the bag and putting the strap on him the dragon turned towards the direction of voices he’d recently started hearing. Not the one’s where the animals had just ran from, but a different pair. Taking one last look back at the unconconscious, Ursa Minor the dragon smiled.

“I thank you for the meal” he said bowing his head slightly before walking into the forest.

Unknown to the dragon a small creature with a horn, and pupil-less eyes had been watching him carefully in silence. As soon as the dragon began heading in the direction of where the rest of the unknown figure’s allies were the creature spread it’s wings creating a very small buzzing sound as it took off into the night, having decided this was knews their queen needed to know.

Darkstar had just been selected as a new ally.

A search party had been sent. Ben and Fluttershy had teamed up, searching for any signs of the cub that may have been in the woods while the rest of the main six split up into teams and search parties in order to find Natani’s cub before it was too late.

“Where is that kid??” Ben groaned from frustration. It was getting late, and he was starting to get tired of going on a search like this. They’d been working on finding this kid for almost a full hour now but had come up with nothing. Fluttershy had asked many of the animals and all of which who had said they didn’t know anything about a missing Ursa Minor. There was that one bat that had mentioned it saw Princess Luna talking with a pony and Discord earlier but was too far away to have actually heard what was going on.

Fluttershy made a mental note to ask Discord what he was doing in the Everfree forest later.

“We got anything yet?” Ben asked the pegasus as she had just finished asking a group of birds if they’d seen anything.

“No” she replied sadly. “I really hope we find that Ursa Minor soon. His mother is just so worried” she said with concern.

“Yeah, I kinda like Ponyville. I’d rather not see it get eaten by an overprotective mother” Ben said oblivious to the glare Fluttershy shot him.

Just as Ben was about to suggest they head a bit deeper into the forest his ears caught the sound of whimpering. Immediately taking into action the hero rushed into the forest, dodging branches and jumping over roots as he made his way in haste towards the whimpering sounds, forcing Fluttershy to fly after him in order to keep up.

Once Ben had finally come to a stop, directly behind the bush of where the whimpering sounds were coming from Fluttershy soon appeared, taking steady breaths asking “What...was that about?”

Ben merely pushed open the bush ignoring the question. “Is that a-”

“Manticore?!” Fluttershy said pushing Ben aside and floating towards the whimpering creature. “What’s wrong, aww poor thing” she said soothingly stroking the creature under its chin, making it purr.

“What are you doing?” Ben asked confused as he carefully trotted up to the two.

“I’m simply establishing a relationship” she said smiling as the manticore licked her face, making her mane stick up in the air due to saliva.

“I see...since you’re good with animals this is the best way for you to help us get info right?” Ben asked which Fluttershy nodded to with a smile.

“Now tell me what’s wrong?” she said to the manticore, which gained a slight roar in response.

“Oh I see. Princess Luna? Discord? Two ponies, one of them looking strange? YOU DID WHAT?!” she screeched at the manticore causing it and Ben to cringe, Ben more out of surprise than the manticore out of guilt.

“WHY Would you do that?!” she asked the manticore with a firm stare. Not replying immediately Fluttershy gave the manticore “the stare”, making it cringe even more under her gaze till it responded.

“Well I’m glad Princess Luna stopped you. You did an awful thing!” she scolded.

“What is it saying?” Ben asked the slightly angered Fluttershy.

“He said that he had tried attacking one of my friends and attacked two ponies lost out here, one of them had red hair and looked kinda different” she said still giving the manticore a look.

Ben’s thoughts immediately thought of Gwen, but he shook his head. No, I can’t get distracted now. I’ve got to help these guys first then I can worry about that later, I just hope that it’s a possibility.

Blinking his eyes now fixed with determination Ben sighed. “What did he say about the cub.”

“Oh yes, sorry” Fluttershy smiled sheepishly turning back to the manticore. “Have you seen an Ursa Minor around here?” she asked hopefully. The manticore replied almost instantly, at least that’s what Ben thought from the small roars he heard in response.

“What did he say” he asked rubbing his temple from the headache he was starting to get from listening to all these animal noises.

“He said that he did see a Ursa Minor asleep not too far away from here he’ll lead us there.”

“Great, lead the way.”

*** ***** ***

“Oh man” Ben said his brows furrowed as he stared at the claw marks on the back of the Ursa Minor once Fluttershy’s new pet had flown them both to the top of the creature’s back.

“Can you heal it?” Ben asked Fluttershy who had started to tear up a bit at the wounds on the weak bear. Clearing them she nodded, turning to the manticore she told it what to bring so that they could get started. Ben had already made it back to ground level by the time the mare turned around and was heading into the forest.

“Wait!” Fluttershy called. “Where are you going?”

“I’m going to stall our guest. Once you’re done bring him back to her then we can start” he said glancing over his shoulder as he began proceeding towards Ponyville.

“Start what?”

“We’ve got a bad guy to catch after this. And I intend to make him pay for what he’s done” Ben said before disappearing into the forest.

Emerging out on the secluded side of Everfree forest Darkstar had shrunk his body, to a smaller size so as not to attract too much attention upon his form. Upon his entrance towards the spot he had heard the voices coming from the dragon looked around his blue eyes taking in his surroundings, seeing nothing. Turning towards a slight buzzing sound, the dragon stared at the mare walking before him. The liberty colored mare stopping inches away from the dragon as he stared down at her.

“Our queen awaits” she said, turning around. “Follow me, if you wish to meet” turning around and with a slight sway of her hips the mare trotted off to a different part of the forest till her she spread her wings and took off.

Whoever this queen was Darkstar was interested in seeing why he had been chosen to meet her. Levitating now that he had enough power and magic to do so, the dragon followed the mare into the night sky, unknown to him he would soon be meeting the Queen of the Hive.

And would soon be meeting the hero that had thwarted him so many times before.

Author's Note

Well I just had to post this chapter after I got some inspiration from rewatching a few previous Ben10 episodes. Here it is, Darkstar has now joined the fray and things are going to start get interesting soon enough.

Comments are always welcomed. Hope you enjoy.

Hailstorm~Out.

Chapter 6

Chapter 6: The Hunt Begins

“I’ll track him all across the planet if I have to”

Princess Luna, the Princess of the Night. The Master of the Moon stood before the steel stallion watching him, both with curiosity and interest. She wasn’t sure if it was because of the fact that the stallion had tried to take down a pack of timberwolves when she had appeared, or if it was because the magical disturbance she and her sister had briefly felt faintly coming from him and this...female hybrid?

Kevin had regained his composure now that the princess had introduced himself, taking a quick glance at Discord and grinning the stallion was glad to see the draconequus helpless, incapable of spouting irritating things that made him want to pound the bizarre being into the very earth itself.

“So Princess,” Kevin said trying not to sound rude when he spoke the word of formality. “You mind if I have my girlfriend back, thanks for helping us and all but we really do need to get out of here.”

“Your marefriend?” Luna asked, glancing at the female hybrid still bound in her magic. “But of course” and with that the princess of the night slowly returned the dragon/pony hybrid into Kevin’s arms, which immediately wrapped themselves gently yet firmly around Gwen as he propped her head up with one arm and kept the rest of her body up wrapped in the other.

A slight groan, and the sudden flip of an aero tail accompanied by movement from the hybrid let the small group know that their friend was waking up from her deep slumber.

Slowly emerald light green eyes fluttered open. The moonlight hitting the dracony just right as her bright orange red hair lay loosely on her face. Brushing a few strands of hair away Kevin couldn’t help but smile at Gwen as her eyes slowly opened, then focused on him.

“Hey there sleepy head” he said softly. “Finally up huh?”

Gwen rubbed her eyes, looking around she scanned her surroundings. They were in a forest, that much was for sure, but she knew for a fact that this forest wasn’t Bellwood’s she’d seen it get demolished when Count Down dragged Way Big along the turf’s vicinity like he were nothing more than a toy being dragged across the ground.

“Where are we?” she asked as she tried standing, only to quickly come to the realization that she now towered over her boyfriend, who’s head was up to her chest, and his appearance now that of an equine.

“More like what are we?” Kevin said upon Gwen's confused reaction. “From what Discord over there” he motioned to the frozen dragon still laying motionless on the ground, “has told me we’re in Equestria. A-”

“Alternate universe” Gwen finished for him. Snapping her amethyst fingers a gauntlet appeared leaving a pink glow in it’s wake. Around her wrist the gauntlet held an ancient stone with encryptions on it.

Gwen let a sigh of relief escape her lips. “It’s still here” she said, feeling a bit more at peace that the charm was safe.

“So...who’s this?” she asked directing Kevin’s attention to the dark alicorn directed in front of her.

“Princess Luna, she saved our life earlier just a few seconds ago” Kevin said turning his attention back to the dark alicorn that had been waiting patiently.

“I see” dropping down to all fours, seeing that it would be better in her new form Gwen carefully took steps towards the alicorn. “Thank you for saving us” she said sincerely.

“It was not a problem, we simply saw you needed help and acted upon it” Luna replied warmly, a small gust of air sweeping between the two as silence took its place once the appreciation had been given.

Just as Princess Luna was about to speak once more a shadow cast itself over them. Looking up into the dark night sky (along with Discord who somehow managed to move his eyes upward) the group saw in the distance a bright red dragon following a pegasus into the night. Luna watched carefully, pondering why a dragon would be following a pegasus, especially around this area, but she immediately dismissed it as being nothing more than a coincidence or other more private matters between the two.

Kevin and Discord did the same ignoring the presence that flew up in the night sky, but Gwen’s eyes remained on the dragon. Call it ‘women’s intuition’ but something about that dragon made the dracony hybrid feel...off. Like it was a presence she had felt before.

“Excuse me Princess Luna?”

“Yes Gwen?”

“Dragon’s don’t usually wear clothes in this world do they?” she asked her eyes still firmly fixed on the slowly moving target.

“Well, no only a few dragons that have retained their intellect and aren’t driven by instinct or avarice do. And that’s only on rare occasions, why?”

Gwen didn’t respond she was now squinting trying to get a good look at something that had caught her eye. Kevin immediately noticed the look.

“Gwen...what is it?” he asked his gaze now following hers as the dragon began to disappear out of their view.

“It’s just, something about that dragon. Feels, wrong. Like we’ve met before and-” she paused, a small light had glinted on the dragon’s side. Using her newly heightened vision Gwen, could just barely make out a mask poking out a small bag that lay close to the dragon’s hip. Another glint from the moonlight just before the dragon disappeared over the thickness of the forest, made Gwen’s eyes dilated in confusion and horror.

“Gwen? Gwen what’s wrong?” Kevin turned to face the mixed look of confusion and horror on Gwen’s face as she stared at the sky void of both her target of interest and whatever she had managed to see in that split second.

Discord who’d remained silent the entire time and incapable of movement suddenly began twitching, before stretching his limbs and breaking free of his short-lived paralysis. Letting out a small grunt of both joy and annoyance the ancient dragon began doing stretches Kevin had only seen performed on TV.

“Feeling better?” Princess Luna asked, which only ordered a nod from the dragon as he continued to stretch.

Kevin’s slight distraction of Discord’s sudden movement, made him and the others oblivious to the fact that Gwen was no longer standing in front of him but was now heading in the direction of the dragon and the mare in the sky.

“Wait Gwen where are you going!?” Kevin asked running up ahead and cutting her off from moving any further. “And what did you see up there that had you so worry stricken?”

Luna and Discord had now joined the two.

“Oh yes, do tell. My old eyes can’t handle farsights like you young folk these days” Discord commented, Luna simply nodded her assurance that she was interested in hearing what the hybrid had to say as well before they all remained silent, waiting for Gwen to speak.

“It’s Darkstar” she said biting her bottom lip, much to the confusion of both Discord and Princess Luna but to the anger of Kevin.

“What?!” he exclaimed. “Why is he here?!”

Gwen raised a thoughtful paw up as she contemplated only one course of reasoning. “It must have been Count Down.”

“Yes but why send him here!?”

“How should I know Kevin? Look, it doesn’t matter we need to go stop him before he drains the life out of every living being on this planet.”

“Whoa whoa whoa” Discord said both hands up in a motion of silence. “Drain everyone on this planet? Now I may not know who or where you guys are/from, but you can’t tell me a dragon” he said scoffingly, “A dragon has the power to absorb magic, right?”

They nodded. “That’s exactly what we’re telling you” Kevin replied.

“We do not understand. Who is this Darkstar you speak of and why do you say this dragon can absorb magic. No dragons have such a power, as far as we know of” Princess Luna stated.

“Well this dragon does” Kevin answer adding “princess” to the end just to make it sound a bit more courteous.

“Explain yourselves. Did you bring this dragon here in an attempt to take over Equestria?” Luna asked her tone now dropping all warmth and changing into a reproachful one.

“No, no you don’t understand. Darkstar is not a dragon from your world. He’s from ours” Gwen watched their reactions to see if they were following. The looks they were giving her told the dragon hybrid she hadn’t lost them yet so she continued.

“Ok it’s simple, obviously I get the feeling you guys have dealt with this kind of stuff before am I right?” she asked. Slowly the two nodded. “Good.”

“Good?” Luna asked. “How could that possibly be good?”

“Because this makes it much more easier for what I’m about to explain to you. Darkstar and I we used to date” Kevin growled but Gwen simply ignored him. “And things went downhill for him pretty quick when my cousin and boyfriend here took him down. He basically you see has the power to absorb energy, that includes magic, life force, strength. Anything based off energy he can absorb it.”

“So we’re basically dealing with a Tirek” Discord sighed pinching the bridge of his nose. This was bringing up bad memories, memories he clearly did not want to have to deal with right now or any other day. Beginning to regret his small stroll in the rain to investigate this matter in the first place Discord sighed as Luna’s voice drove him back to the conversation.

“What do we do?” Princess Luna asked her expression serious. Dealing with Tirek had proven impossible for her, her sister and her niece to do. Had it not been for Twilight Sparkle the world wouldn’t exist as it did today, but the thought of having to give up her magic for a second time wasn’t something she really wanted to do again. Feeling useless and weak once was bad enough, doing it a second time wasn’t something she wanted again.

“Not we, us” Kevin corrected, staring at the alicorn from his standpoint. Luna merely stared back, just now taking notice that the stallion was exactly the same height as her, possibly taller by an inch if his hair was taken into account.

“Kevin” Gwen pulled the steel stallion back from his stand-off with the queen of the night and offering a sheepish apologetic smile in the dark alicorn’s direction. “Excuse us for one second” she said grabbing Kevin up with her glowing amethyst paw that now exuded a brilliant pink aura, Gwen quickly walked a couple of feet away from two powerful creatures that she could sense contained powerful magic before turning on her boyfriend.

“What do you think you’re doing?!” she scolded in a whisper.

“What does it look like I’m doing I’m making sure no one else gets involved with our problem” he said surprisingly in a calm manner.

“Well do you have to talk like that to the two strongest beings in this area?” Gwen asked in a frustrated tone.

“What do you mean?”

“Kevin, you told me when I woke up she saved our life. Since we’re stuck in these bodies and I’m part dragon, part whatever-”

“Dracony” he chimed in wisely, earning a look. “What? I think Ben would love that name for this uh- new form you’re in.”

“Ben! Oh man, I completely forgot about him!” Gwen let out another groan of frustration as the realization of how much they needed to do here began to sink in.

“Exactly why I dismissed their help. We don’t have time to explain things to them babe, we need to find Ben and take down Darkstar.”

Gwen frowned. He was right. Every second they wasted time explaining was another second Darkstar could be getting away and since she doesn’t have anything of his to track him with then losing sight of him would be horrible.

Taking another quick look behind them Gwen saw Princess Luna waiting and Discord gone. She sighed, “I hate it when you’re right”

“Love you to” Kevin replied as they made their way back to the dark winged unicorn.

“What have you two concluded as your decision?” she asked.

“Actually we-” Gwen began only to hear an echoing voice reverberate through the forest and into her ears.

“They’ve decided to leave us in the dark, pun intended Lulu” and with a poof the master of chaos had reappeared beside a slightly annoyed Luna, and the grimace of Kevin who was now clutching his ears.

“Good to see I’m so warmly welcomed. Anyway!” he said clapping his hands with a pleased look, Discord continued. “I couldn’t help overhearing what you were saying” he stated pointing on Kevin’s head one of Discord’s ears was sticking out of his mane. With a snap of his griffon claw the ear disappeared then reappeared back on his head.

“And frankly I just can’t see why you won’t tell us anything?” he said with a wag of his lion finger.

“They refuse to tell us?” Luna asked, not surprised but no more pleased than she had been when she first heard of the news.

“We can explain” Gwen began, only to have Discord stop her cold as he placed a claw on her lips and ssshhh’d her into silence.

“No explanations necessary” he stated. “I understand, you need to find your friend, you’re worried. You need to stop this horrible horrible villain you’ve brought into our world” he said making Gwen’s ears droop a bit when he emphasized the “our.”
.
“But I don’t think you understand what my good friend Lulu here will be going through?” he said cupping Luna’s face in his other extra pair of hands as he arched himself over her. “Luna dear, please explain to these kind folk what you’ll be going through if they don’t tell you what happens.”

“Gladly” she said before shooing both of Discord’s hands away from her face. “As the princess of Equestria it is my duty to ensure my people are safe. If you have indeed brought a villain into my countryside, even if unintentionally, I will have to deliver punishment if any foal, mare or stallion is hurt.”

“Wait a second! We just-”

“But” she continued cutting Kevin off from further interruption. “if you can stop this dragon from hurting anypony else.”

“We won’t have to worry about Darkstar harming anyone” Gwen finished. “Dont worry we already planned on doing that in the first place. But if we’re going to catch up to Darkstar we’ll need to keep an eye on him, from a distance figure out what he’s doing so we don’t tip him off.”

Luna smiled shooting a glance in Discord’s direction. “I believe I know just the draconequus to help.”

“Calm yourself Natani. I assure you Fluttershy and our new friend will find your son” Princess Celestia stated reassuringly.

A feral growl was the only response the massive constellation bear gave. She was getting impatient, her maternal instincts were starting to kick in once again and any minute now she felt she would completely rip apart this small town and everyone of its inhabitants if she didn’t get her son back this instant.

The sound of clicking hooves drove the bear’s attention downwards as she spotted the flash white earth pony trotting towards them. The pony obviously showed no signs of fear even as he approached the massive beast that could easily eat him in one gulp, nor was he perturbed by the brilliant essence the Princess gave off as she stood in view of the giant bear. Natani couldn’t help but think that this pony of all the ponies she’d ever encountered (especially those that had gotten lost in the Everfree forest), was the strangest one she’d ever seen.

“Did you find him?” Celestia asked, turning her attention to the stallion as he trotted up to them coming to a stop directly in Natani’s view and by Celestia’s side.

“We did” Ben replied, his voice grave. A tone that wasn’t missed by the aggravated mother.

“But?”

“But he had claw marks on him, and looked extremely tired when we got to him.” No sooner had these words left Ben’s mouth did Natani immediately get up and let out an earsplitting roar that shook the heavens itself. The piercing roar wasn’t one of anger but of a grieving mother, that had just been told her son was wounded and she was too far away to comfort him.

“Where is he?” the mother bellowed now on all fours and slamming a paw into the ground merely four feet away from the princess and Ben. Neither were shaken. Celestia obviously having seen and been through much worse and Ben just as likewise.

“Fluttershy is taking care of him” Ben said, not a sliver of fear or uneasiness in his voice, just austerity.

“Do you know who did this?” Celestia asked careful as not to upset the already fuming mother who looked ready to kill at any second now.

“Nothing aside from the fact that it was a dragon. But I can find them.”

Celestia raised an eyebrow in question. “How?”

“I need a tracker. Do you have anyone like that here?” Celestia immediately began thinking. She knew of various trackers, some of which that had worked in her services whenever there was a missing pony case to be solved by the Manehattan Department of Justice.

“I know of a few. I can immediately contact one and have them get here as quickly as possible.”

Ben shook his head. “I need one now. I’m not going to wait and let whoever did this go free.”

“Then why wait?” a voice from above said, and zooming by performing a safe landing was Rainbow Dash. “Take me with you. I’ll help you track down the guy that made Ponyville into a bowling alley.

“Besides if you’re going after a dragon you’ll need me to provide aerial support. I have dealt with dragons before you know” she said confidently placing a hoof on her chest.

Ben merely rolled his eyes. “What about your friends?”

“I’ll need them here to help keep an eye on things” Celestia said. “If things are settled then please, make haste and find the dragon that did this. I’m entrusting you and Rainbow Dash to find and stop that dragon.”

Bowing Ben and Rainbow Dash took off, in an attempt to meet Fluttershy who would be their guide on the journey.

As Ben galloped Rainbow Dash flapped her wings moving ahead, only one thought came across his mind: “What could have done that to that cub?”

“Tell me again why I’m doing this?” Discord asked as Kevin and Gwen trotted ahead checking for any signs of the target they were in search for.

“Because the princess said you would if you didn’t want Fluttershy to be upset with you for not taking the chance of helping two people that really needed” Kevin answered, grinning when Discord scowled.

“Oh yeah. That” he said glumly.

“Where to Discord?” Gwen asked as they now exited the Everfree forest and came out onto plain grassy fields, in the distance there was a city ahead that Gwen could just barely make out.

“About 8 miles towards BadLands” he replied.

“Why’s it called BadLands?” Kevin asked as they continued to push on forward towards the city in the distance.

Discord shrugged “Bad things happen” he said with a wry smile, no one laughed. The smile immediately faded into a sullen frown. “You people are so boring. If you need me I’ll be in this tent” he said gesturing towards the magically flying tent that had just happened to be there all of a sudden. Levitating inside and zipping it up, Gwen and Kevin looked at each other with confusion as the draconequus allowed the tent to continue following after them as the small group made its way towards Dodge City.

Directly behind them, within the shadows of the Everfree was a figure sitting atop a tiger that appeared to be the same size as a chimera. The figure grinned and patted his pet gently his stature having slightly shrunk since being tossed in this world merely made things more interesting for him now that he had found himself new pray to follow.

As the small team moved further on towards the city and hints of sunlight began to mark the horizon, the figure stepped out of the shadows his form now that of a grown gator, upper body covered in the bones of many animals he had claimed as his trophies Kyhber watched the dracony and draconequus along with the stallion make their way toward a dot in the distance.

The being merely grinned standing on his raptor like feet now and licking his lips with greedy lust for what he would soon claim and mount on his wall as his next trophy.

“Come pet.” Kyhber stated to the chimera sized sabertooth lion by his side. “For now we keep our distance and watch. When the time is right” he felt his claws lung out from his excitement. Marvelling at this new body’s physiology the alligator-like creature merely grinned.

“That is when the hunt begins.”

Fluttershy had just finished tending to the wounds of the Ursa Minor and the bear had now come out of his unconscious state. At first she thought she would have to soothe the bear and reassure it she meant no harm, but it was clear the cub was too tired to even make a protest. All it could do was whimper.

The sound made Fluttershy’s heartbreak so she floated down (accompanied by the manticore) and cautiously approached the cub. Hearing a faint growl warned her to stop, the cub may have been weak but the fighting spirit it possessed was no joke.

Staring into her teal eyes were the embers of anger, but at the same time Fluttershy could see the fear in the poor creature’s eyes and took it into account ignoring the manticore’s protests for her to stay away and the increasing feral growl coming from the cub.

“There, there” she said gently stroking the bear’s side. A small purr and the relaxation of its muscles was all she needed to know that she had calmed it down. “Sssh, it’s okay I’m not going to hurt you.”

“Surprise!” came Discord’s voice above Fluttershy making her squeal in shock and the manticore lash out in rage. The cub however was too tired to give a fuck so merely rested his head on the ground, having already recognized the voice belonged to the master of Chaos.

“H-H-Hi Discord” she managed once she had calmed down the growling of the beast as it tried to locate the draconequus’ voice from wherever it came from. “Where have you been all day?”

“Ooooh you simply would not believe me my dear” Discord said.

“Really, why what happened?”

“Glad you asked.” And so it began, the long droning of Discord’s talk on how he met the stallion named Kevin who was protecting his girlfriend Gwen, how they’re not from this world and how they seemed to have brought some kind of global peril on them all. And all while Discord spoke Fluttershy’s mood became decreasingly less pleased with all this information.

“Oh my” she said sounding rather sullen about the whole turn of events the group was now in. “I hope you and your new friends will be alright.”

“Oh but of course Fluttershy dear, we will be just fine now I must get going I believe my new amigos are calling out to me.” And with that silence soon returned to the forest once Fluttershy had bid her goodbye.

Hearing the sound of clicking hooves coming towards her Fluttershy calmed the edgy manticore as Ben, Rainbow Dash and a small group of unicorns arrived.

“Oh hey guys, I was able to get the cub all fixed up. He’ll need to rest a bit before he can move though” she said upon noticing one of the unicorns begin to approach the bear.

“Well we can’t wait we need to go” Rainbow Dash said landing and folding her wings as she trotted towards the yellow pegasus.

“Where to?”

“I need your help to track down the dragon so we can stop it from doing anymore harm” Ben said. Fluttershy hesitated but after a few seconds nodded.

“Alright then. But if we’re leaving now they can’t touch this cub till he’s ready to move again” her voice now strict as she turned her attention to the group of unicorns. “Don’t try carrying him in your magic. If you move him too much he’ll reopen his wounds and since his magic isn’t working he won’t be able to heal himself fast enough before he gets a serious infection.

“Do. You. Understand?” she asked with each word she took a step towards the leader’s direction till their snouts were nearly touching.

“Yes” the mare squeaked.

“Good” Fluttershy replied with a smile, before turning back to her attention to the manticore. “Mr.Slasher, please make sure they don’t touch the cub till he’s ready to move again okay?”

The manticore bowed its head in response as if Fluttershy were royalty and he were merely a servant, signalling he understood.

“Thank you” she said quickly hugging the manticore before trotting over to Ben and Rainbow Dash. “Let’s go.”

Before Ben followed after his comrades he turned to see the manticore growling at the trembling unit of unicorns as they waited for the cub to reawaken. “Hey guys!” he called out.

All of them looked in his direction.

“Have fun” he said with a grin before galloping off after the others, a few shouts and curses were thrown his way but they were all silenced when ‘Mr.Slasher’ roared.

Ben couldn’t help but snicker. The hunt was now on, and soon enough he’d come face to face with the dragon that did this.

Chapter 7

Chapter 7: Appearances are Deceiving

“How do I know you’re real?”

“Discord! Hey Discord come out here!” Kevin yelled at the tent.

From within he heard a poof followed by the sound of the tent unzipping before the creature of chaos stepped out.

“Yeeees?” he said with a smile. Kevin rolled his eyes, every time he talked to this guy there was always something that made him so unnaturally chipper it irked him.

“We’re here in Dodge City, we need you to show us around a bit, maybe a place to stay for the night it’s getting super late out and I’d rather get some place to sleep than on the ground.”

“Do you know of any places around here that would be good for the three of us?” Gwen asked looking towards the city’s main entrance.

Discord lifted his head to look up at Dodge City. It looked like any old natural suburban town, the sign with the city’s name saying “Welcome to Dodge City”, no more than a couple feet back from where they had came.

“I do, know of a few places” he said thoughtfully stroking his beard. “Here’s a thought. Why don’t you two go exploring a bit and I’ll catch up with you rascals when I’m done okay?”

“You sure you won’t lose us?” Gwen asked with some concern. Despite the immense amount of magic she could feel within Discord’s being a lot of things told her that leaving their guide wouldn’t be the best idea. She would have said so had Kevin not spoken up next, with a suggestion that intrigued her.

“Sure, maybe we could get a bite to eat. What do you say babe?” the steel earth pony asked.

Gwen looked from Kevin to Discord, biting her lip anxiously. As if reading her thoughts Discord smiled warmly and said “Don’t worry Gwen. I Pinkie Promise” he said flexing his wrist and instantly conjuring a cupcake. “That I will find you as soon as I possibly” he muttered the last word, “can. Go on go explore with your boyfriend. I’ll be back in a snap” and just like that snapping his fingers their strange and bizarre ally was gone.

Gwen sighed seeing that it would probably be better to get a good look around the town, before it got too dark for them to see anything at all. In the darkness of the night she could see only a few ponies roaming around, and so as not to make herself a easily target of the eye, she walked beside Kevin on all fours.

“So” Kevin said after a few minutes of silent walking between the two. “Do you think Ben might be here, this place? Somewhere in this world?”

From the sudden tension in Gwen’s body Kevin knew he had hit a topic she didn’t really want to focus too much on.

“No. No it’s okay” she said reassuringly when she noticed the retrusive look Kevin gave once she had relaxed. “I’m not sure Kevin. Back at the forest I was just worried you know- I mean. Count Down could have sent him anywhere, for all we know he could be in an entirely different dimension while we’re stuck here.

“I just wish we could do something to figure out where he is. You know?” she said sadly. Feeling a hoof wrap around her neck, the dracony nuzzled into Kevin’s arm for his embrace.

“It’ll be alright. Remember he’s not the type to just lay down and die, Ben’s tough he’ll find a way.”

“I am sooooo not liking this one bit!” Ben yelled as he followed behind Fluttershy and Rainbow Dash that were quickly maneuvering around branches as they tried to make their escape as quickly as possible.

“Hey! Don’t blame us. I told you to watch out for that twig when we were crossing those pack of sleeping Timberwolves” Dash yelled back, hearing the howl of the nature wolf beasts.

“Yeah! The second my hoof was already above the thing!” Ben yelled back, ducking just in the nick of time as a wooden claw came at him.

“How come these things don’t die when you hit them!?”

“It’s their magic,” Fluttershy stated. “It makes them tough to knock out or kill, it’ll take more than just a quick buck or boulder to completely demolish them, but um I suggest we focus on getting out of the forest first” she said pointing to the signs of light ahead of them.

“Aw thank goodness” Ben said really working up a sweat from this run. Rainbow Dash was the first to head out followed by Fluttershy, then Ben. The moment Ben had reached the free space that had been blocked by the forest Ben suddenly felt a sudden drop in the earth.

His eyes quickly looking before him the flash white stallion saw that he had just ran straight off a cliff right into a gorge waiting patiently for him to fall to his doom.

“I hate this place soo much!” he yelled as he fell, Rainbow Dash zooming in after him and the timberwolves having ceased their chase.

“Feeling better now?” Kevin asked Gwen who was still in his arms. She nodded and he smiled kissing her forehead. “Good. Also have you noticed the strange looks we’ve been getting?”

“What do you mean?” she said lifting her head up as he released her from his grip. The two were nearby an alley as they waited for Discord to return, and the dracony had just caught on to the strange looks she had been receiving from a few of the ponies that passed by them.

A few seemed to stare a bit more than necessary at the two of them more than the confused look some of the other natives gave when they passed by, Gwen simply wasn’t sure what to think till a young filly approached her.

“E-Excuse me” the little filly said shyly. Her light blue mane slightly covering her left eye.

Kevin said nothing as Gwen moved towards the young one, her form towering over the small equine which didn’t seem to scare it as much as it amazed her.

“A-Are you a draconequus?” the filly asked drawing circles in the dirt with her hoof. Gwen hesitated in response.

They honestly hadn’t thought about what they were this entire time, simply accepting it since she herself could change forms and Kevin technically did the same whenever he used his powers.

“Um, I suppose I am?” she said unsurely when she looked back at Kevin who shrugged. Turning her attention to the now attentive filly that stared at her with great interest in her eyes, the dracony couldn’t help but sense something. Gwen didn’t like it. Despite the equine being a child, something told her this wasn’t just plain interest but she hid it from her expression and voice. “Why do you ask?”

“Oh! I uh, was just curious is all” quickly changing the subject the filly asked “Is that your boyfriend?”

Both Gwen and Kevin exchanged confused looks. “Yes why do you-” but when she turned around the filly was gone. Gwen’s eyes narrowed as she scanned the streets, the filly she had just seen nowhere in sight.

“Well, that was...strange” Kevin said looking at all the ponies that moved about the dark streets of Dodge City carrying on with their own business. “Think we should check things out?” Kevin asked trotting up to Gwen who was still scanning the area.

“...No...no let’s just uh, get away from this alley” she said, and so the two moved on moving deeper into the city as they went.

From Kevin’s perspective he saw nothing strange, aside from the constant stares that ponies would give him and Gwen as they passed by. It was seriously starting to irritate him the way they were looking at his girl, like she was some kind of anomaly.

“It’s ok. I’m fine” Gwen assured him noticing the increased grimace. “It’s not like I care why they’re looking at me” she said with a shrug, “I’m sure Discord will be back any minute now anyway.”

“Yeah. He better be” Kevin growled, till his eye caught a couple sitting on the bench. A mare pegasus and a stallion were nestling up to each other, but something about it made Kevin stop and watch.

“Kevin!” Gwen admonished, her voice in a low whisper. “Leave them alone, what are you doing don’t-” she stopped also noticing what Kevin was intensely staring at.

For the normal eye these two would look like a completely normal couple, but to the two heroes who’d seen much worse, they saw something different entirely. The mare that had been so affectionately snuggling her coltfriend looked perfectly fine, content with the closeness of the two. The stallion however looked...weak almost. The vibe coming off him wasn’t more of affection, but more of a desire, instinct almost to stick with this mare.

The stallion not only seemed to be growing slightly stronger as he snuggled more with his lover, but at the same time the small signs of fatigue that had shone on him seemed to be fading at the same time, the more time that was spent between the two’s embrace.

It was like “Darkstar..” Gwen whispered.

Kevin pulled her away from the couple who seemed to be completely oblivious to them as they were merely just a few feet from the mare and her coltfriend seated on the bench.

“Cmon Gwen, let’s find Discord and get out of here. I don’t like this one bit” Gwen complied fully agreeing with Kevin. Everything about the place felt somewhat off. The filly, the strange looks they were constantly receiving, the stallion, and just where in the blue blazes was Discord!

A sudden cracking sound of thunder and a poof that stopped Kevin and Gwen in their tracks simultaneously scaring the living crud out of the ponies nearby was all they needed to know that Discord had arrived.

“I found a place” he said wearing a party hat and sunglasses, despite it being dead in the night.

“Why are you-” Gwen began only to be cut off by Kevin, who gently touched her shoulder, shaking his head with a look that said “Don’t ask.”

She took the hint.

Discord was grinning now taking his party hat off and throwing it somewhere behind him. “Now if you will please follow me I shall escort you to your resting quarters” the draconequus said suddenly dawning a British accent.

“Actually, I think it’d be better if we left here. Immediately” Gwen said causing Discord to freeze in his steps, turn and look at the dracony in front of him.

“Why?”
“We just thought it’d be better, you know reasons.”

Discord’s brow raised in question when Gwen didn’t elaborate further he sighed. “Look, this place is fine. I’m with you guys, so you have nothing to worry about. Besides there's nothing bad here, we certainly can’t go back empty handed and have Lulu on our case now can we?”

Both heroes cringed. “True” Gwen said, taking one last glance around the area to see all the ponies moving about in the night were heading home.

“Alright, lead the way.”

Heavy breathing and panting was the only thing that could be heard. After Rainbow Dash had saved Ben they had to escape a eel cave worm within the gorge before finally exiting the hole of doom and landing safely on the other side where Fluttershy was waiting.

“Why weren’t you helping?” Ben asked Fluttershy once he had managed to catch his breath having ran the moment Rainbow Dash dropped him.

“I um don’t think I would’ve been much help in that situation” Fluttershy admitted.

Ben sighed. “Are we anywhere near Dodge City yet?”

Dash who floated a couple feet above him hollered “Just past these trees and a couple of feet out. I can see it from here, we should be there before dawn!”

Ben nodded, new conviction filling his eyes. Thanks to Fluttershy’s skill with animals they’d been told a group lead by the master of chaos had went by here not too long ago, with any luck as Rainbow Dash said they would be able to get there before the sun let up.

“I’m coming for you Morningstar” Ben said. “And I’m going to make sure you don’t harm anyone on my watch.” Unknown to him the yellow pegasus that had been trotting beside him gave the stallion a slightly confused look, wondering just how a dragon could be more dangerous than it already was.

“So this is the inn?” Kevin asked staring at the two story building, whistling at the crystal frames that seemed to shine even in the night and little light that came off the moon. Going inside with Discord in tow the group hit the bell where no doubt the innkeeper soon appeared from behind her desk.

“Hello Master of Chaos” the innkeeper said smiling at Discord who merely gave a wave of his wrist in a kind gesture. “These are the two extra guests you said you’d be bringing she said upon glancing at Kevin and Gwen.

Discord nodded, “Indeed, Satura. Would you mind showing them to their rooms, I’m feeling rather good right now so I think I’ll go take a stroll” and with that the draconequus snapped his paw donning a suit and cane.

“Don’t wait up.”

With Discord gone the innkeeper Satura, Kevin and Gwen stared silently at each other for a few seconds. Kevin catching the strange blank, intrigued look in the older mares eyes as she stared between the two.

The silence stretched into awkwardness the moment Kevin had caught the glint in her eye, and just as Kevin was about to ask when they would be heading to their rooms the mare turned around and clapped her forehooves together.

“Servus! Show our guests to their room” she called up the spiralling stairs. And in a few seconds a mustard colored stallion wearing a necktie and about a head shorter than Kevin, walked forward.

“Follow me” Servus said as he turned back towards the spiral staircase. Doing as they were told Kevin let Gwen go up the steps first. The entire time he could feel the innkeeper’s eyes firmly glued on them, but more in general on him. He simply pushed the thought away, not desiring the thought to grow any further.

Once up the steps and on to the second floor, the three made their way through the foyer, took a left then wait straight to a giant mahogany door. “Your rooms. The stallion said strangely enough digging into a hidden compartment in his tie and pulling out a pair of keys.

“Thanks?” Gwen said taking the keys in her paws.

The butler bowed, before turning around and walking back down to whatever position he had originated from upon call of his name, the clicking of his hooves slowing fading into silence.

Opening the door Gwen walked in, finding it much larger than she had expected. No doubt they had taken her size into consideration since the bed was twice the size of a king sized bed.

“Wow. They really know their stuff here huh?” Kevin said admiring the space and gold trimmings that had been displayed around the room.

“No kidding” Gwen said equally surprised. “Don’t think you’d find a low-grade room with this type of class anywhere. What did Discord say this was again?”

“I.G.” Kevin said after a few seconds of thought.

“What’s that mean?” He shrugged. “Well I guess it doesn’t matter, let’s just get some rest. We’ve got to get up in time if we’re going to catch Darkstar before afternoon tomorrow” she said before slithering under the covers, with the tip of her tail being the only thing that poked out.

Kevin followed in after, going around the bed and joined her on his side. A few seconds of silence ensued as the two stared at the ceiling awkwardly.

“Kevin?”
“Yeah?”
“You get any strange vibes from the ponies in this town?”
“A bunch.” Kevin said using one paw to support his head as he turned his body to face her. “Why?”

“It’s just...a lot of things don’t feel right here” she said pausing for silence as Kevin stared at her with some concern written on his face. “Maybe I should cast a spell on the door, or leave a charm. Just in case you know? I wouldn’t want-” Gwen was silenced by Kevin’s lips gently touching her own, her cheeks growing a slight red.

“Take it easy Gwen, everything’s going to be fine. I’ll make sure nothing bad happens, besides we do have the god of chaos on our side. What could go wrong?” he said with a sly smile.

Gwen exhaled tiredly. “Yeah I guess you’re right. I’ll be back” she said sliding out of the silk covers. “Going to the bathroom to take a bath, might as well since we practically spent most of our time in battle. Why not take the chance to have a decent bath now?” she said to herself more than to Kevin.

Kevin watched her open the door and before she completely disappeared he whistled for her attention.

“Yeah?” she asked with a raised brow.

“Think we could. You know” he said raising both brows in a sly suggestive manner.

It took a second for Gwen to catch on to what he was suggesting. “Kevin!” she said her cheeks turning a bright shade of red that almost matched her bright orange hair. Her paw glowing in pink aura slamming a pillow into Kevin’s face. With a huff she slammed the door, ignoring Kevin’s protests.

“What?! I was just going to say we hug!” he said till he heard another loud “hmph” from Gwen, the steel stallion couldn’t help but grin.

Leaning back in the bed Kevin looked up at the ceiling. “What could possibly go wrong” both him and Gwen had said simultaneously without realizing it.

“Yes” a voice said behind Gwen who was now heading to the spring spas she had seen on her way up.

“What could possibly go wrong?” the voice of the innkeeper said behind Gwen. And before she could react she felt a thunk, before falling to the ground. Her consciousness slowly fading.

Satura slowly trotted up to the dracony as she raised her paw in an attempt to magically blast her but her consciousness won the fight. The last thing she saw was a flash of green light. And dark hooves.

“What could possibly go wrong indeed” Gwen sarcastically nipped at herself before all went black.

*** ****** ***

“Everything is all wrong” Ben said staring at Dodge City. “What is this Fluttershy? I thought you said the crows that saw the three figures headed this way way said this place was strange. There’s nothing strange about this place aside from ponies constantly flaunting their affection!” Ben said clearly disturbed by how freely a few couples were all mushy, especially since it was so late at night.

“I-I’m sorry but um that’s what they said. They said a lot of weird things happens here whenever new people come to this town. They didn’t specify what though since they said they were never really around long enough to take notice” the yellow pegasus beside Ben explained.

“Well I say we just go in questions blazing” Dash said while she hovered. “Won’t know till we put some pressure on them” she said with a confident nod of her head.

“I like this one” Ben said nodding at Rainbow Dash with a smile, one she returned right back at him.

Fluttershy was looking around till she felt something poke her flank. Screeching with an “eep!” and jumping into Ben’s arms the mare looked to the area the thing that had touched her came from.

A stick floated in midair soon enough followed by small laughter.

Ben stared at the mare in his arms while he sat on his haunches waiting for her to get down. “Um...Fluttershy?”

“Oh yeah, sorry” she said a slight touch of red coming to her cheeks before she turned to the floating stick looking slightly crossed. “Discord! What have I told you about scaring me like that?”

“Oh dear Fluttershy you know I can’t help a good laugh” the draconequus said materializing from into existence. “Oh and who do we have here?” he asked eyeing Ben when he saw the stallion behind her.

Discord’s reaction went from cheerful to sly interest. “Oh I see. Fluttershy you’re more of a Diamond Dog than I thought, sinking your claws into this, this stallion here” the draconequus said smacking Ben’s rump with his tail, earning a scowl before quickly looking away innocently.

“That’s not what it’s like!” Fluttershy retorted, her cheeks still red from earlier.

Discord immediately turned his attention to Dash not waiting for Fluttershy to explain who this new stallion was. “Then perhaps” he gasped dramatically.

“Rainbow Dash, you really do make a mad chase for whatever you want huh?” he said nudging her in the ribs much to her slight annoyance.

“We came here to search for a dragon that, injured a Ursa Minor cub. We’re helping Ben find it” Fluttershy said trotting up to Discord, who was still nudging Dash.

“Ben?” the draconequus said stopping in his tracks. “You’re Ben?”

“The one and only” Ben said haughtily. “Why?”

Discord stroked his beard thoughtfully, wondering if it would be better to keep silent or just make an excuse. In all honesty he’d rather like seeing how the three would react upon seeing each other coincidentally, in the same town. Then he looked at Fluttershy and Dash.

Should I lie or keep this to myself? Obviously Flutters wouldn’t like it but old habits die hard he thought with a shrug, Ben’s voice dragging him back to attention.

“Dude, you gonna say how you know me or what?”

And you just gave me my answer.

Smiling Discord floated away from Dash and around the flash white stallion. “Oh you know, being the Master of Chaos I have my ways” he said obviously knowing it was a lie, but from Ben and the others looks they didn’t seem to know that.

“Oh? Okay- Wait you’re the master of Chaos?!” Ben asked exasperated. Discord grinned. He never found anybody that would be interested in hearing his shenanigans so this was going to be quite the change for him

“You and I have quite a bit to talk about” the draconequus said putting his arm convivialy around Ben, as he led them towards the inn.

Kevin had been waiting patiently for Gwen to come back from the bath. After what felt like half an hour of waiting he got up and left to take a bath of his own. Feeling it wouldn’t necessarily be right when his lady’s all nice and clean, while he has bits of dirt on him here and there.

Once back from his bath upon entering the room the stallion found Gwen waiting for him right in their bed.

“Hey what took you so long?” he asked trotting around and sliding back into bed beside her.

Gwen smiled. “It has been a long day” she said.

“Tell me about it” Kevin said leaning back on his pillow as he used his cannons to support his head. Gwen promptly rested her head beside him nuzzling his side.

“Oh, getting a little affectionate aren’t we?” Kevin said grinning slightly.

“You have no idea” she said coquettishly, her tail slowly wrapping around Kevin’s slightly surprisng him.

“I see.” Kevin said. “Well then let’s get to bed shall. Big day tomorrow and all right?” he said getting up to turn off the lights.

“I’ve got it” Gwen said quickly getting up turning off all the lights and sliding back into bed beside Kevin.

The two nestled close against each other, both soaking in the others presence and body heat. The silence was peaceful, calm. Something Kevin hadn’t felt in a long long time. Till Gwen’s voice distracted him.

“Hey Kevin?” she whispered in the dark, her breath gently tickling his ear.

“Yeah babe?”
“Do you love me?”

Kevin felt awkward. The question threw him off, and he didn’t get why she wanted to hear that now since they were holding each other like this.

“You know I do babe...why?” he asked the confusion clear in his voice.

“No reason” Gwen said quietly sighing as if all was right with the world. “I just wanted to hear you say it.” Her grip around Kevin tightened a bit as she brought the confused stallion closer to her.

A sudden slight chill going through the room as the A/C automatically turned on to cold. “Hey babe could you get that please? It’s closer to you.”

“Not a problem” Gwen said turning around ever so slightly and pointing her amethyst wolf paw to the A/C the machine became surrounded in green light before shutting down. Kevin hadn’t noticed as Gwen intentionally allowed her tail to playfully wrap around Kevin’s to distract his attention when she had used her magic.

With the green aura around her paw fading the dracony turned back to Kevin as he told her to stop messing around and get some sleep. Eventually silence ensued once again as the two cuddled, a small dark smile forming on Gwen’s lips.

*** ***** ***

In the darkness Gwen was now coming back to her senses. Her head still ached from the blow she had received and from what she could tell her leg had been chained up. The sound of clicking in the dark space she was in soon came in.

Eventually a small form of light came into view in the cave she was in as she watched Kevin trot up to her carrying a lamp.

“Hey babe, what are -”

“You’re not my Kevin. Pretty lame attempt also since I’m chained up don’t you think. Who are you?” Gwen said bitterly,

The fake immediately frowned having dropped the act. Turning around it hissed and spoke in a language that was incomprehensible to Gwen, before saying to her “You should’ve just acted like everything was normal, it would've have been better for you.”

Gwen watched the fake Kevin trot back into the darkness. Turning towards the chain that bound her to the back of the cave the dracony immedaitely broke it and rushed after the fake Kevin in an attempt to escape, only to hit a magical invisible wall that prevented her from leaving.

From outside she could hear the sound of feet, claws almost, scratching the earth each time as they lifted off the ground.

Then a familiar voice called to her, which sent a shiver down her spine as the figure of a bright red dragon wearing a purple-black cloak that reached to his elbows appeared thanks to the lights view.

“Hello there Lovely Gwen, it’s been quite some time since we’ve met” said the young looking dragon. “It’s always a pleasure to feed off you” the dragon bowed his gold hair falling carelessly over his right eye.

“Darkstar.” Gwen said staring darkly at the dragon before her.

“The one and only” he said smiling. “Now let’s see what you have for me today” his hand glew a faint shade of yellow before striking Gwen and slowly sapping her energy.

“MMMmmm” Darkstar moaned. “I almost forgot how eloquent Anodite magic is” he said licking his lips slowly. When Gwen started showing signs of fighting back the dragon merely added more pressure earning a rather loud scream from her. And a dark smirk from him.

“No one will hear you Gwen, no one aside from my new friends here. I see you’ve met them. Interesting little creatures. In a lot of ways they're like me, starving and just looking for a little. Bit. Of. Love.”

Increasing the force of draining by adding his other hand Darkstar cackled as Gwen fell to the ground screaming in pain as he zapped the magic from her. Flashes of light illuminated the cave in the desolate taverns as the screams echoed and died in the wind.

After a few minutes of painful endurement Darkstar stopped having taken in a small fill, feeling a bit better now. Gwen lay on the ground groaning, her entire body felt like it was on fire.

“Oh my dear Gwen” the red dragon said as his bright blue eyes stared down at her. “Taking away your magic. Bit by bit. Is going to be more fun than you can imagine. But I have one question" he said recalling his favorite line he had heard them use once catching their pray.

"Do you love me?” he asked with a wry smirk, as Gwen’s face contorted in disgust.

“Bite me” she managed to say. Darkstar’s wry grin faded and his claw glowed a bright yellow. “Don’t worry lovely Gwen. I’d love to” another flash of light occurred. Gwen’s screaming reaching a higher pitch all while the demon before her drained her of her magic.

And only one thing remained vivid in her mind.

Kevin lay in bed with the imposter.

Author's Note

Man this was fun making. I had a bit too much fun using Darkstar in this chapter. Implementing him with the you know who, was something that literally came to me one day and I have no regrets doing so since both of them use the same methods to survive. Anyway leave comments as you please always looking forward to seeing what my readers have to say.

Chapter 9

Chapter 9: A Trap
“Oh no”

Drip, Drip, Drip.

The only sound that could be audibly heard in the caverns of BadLand as a ruby red dragon slowly made his way out of one of the many caves that his comrades had occupied. Looking around he could see many of them were still hungry, starving just like he used to, that is till they captured his new prey.

As Darkstar made his way through the changeling’s new home he couldn’t help but feel genuinely sorry for them. He knew what hunger- real hunger was like. He’d been through it just two days ago till they brought him his favorite dish. And just as he had promised he had made sure to incorporate his skill in getting them the food they so desperately desired.

Dodge City. That was the food he had promised.

Though learning from their leader that they had been doing just fine with the small amounts of food they were managing to steal from the townspeople in intervals the dragon had assured the Changeling Queen such attempts would only drive her people near insanity if they did not get a longer lasting sustenance. So he had made sure of it.

Using his magic he had taken on the form of a business pony passing through town taking pictures of the inhabitants of the city. Only to return and show those very same images to the shapeshifting creatures and then slowly incorporate them into that loving society at a much faster pace than they could ever have managed by their method of abducting and returning the folk months later.

Already half of the changeling populace had firmly integrated themselves within the community. And when Gwen Tennyson through her pain and rage had stated that Kevin E. Levin was not to far away, that the man that had been his rival, his enemy was not too far away, the dragon smirked.

“What...what are you grinning at?” he recalled Gwen asking weakly as she forced herself to a sitting position her breath ragged and heavy.

Darkstar’s smile merely widened.

“Nothing my dear Gwen. I was simply marvelling at how easy you’ve made this for my new friends. And more importantly, me.”

The dracony obviously had trouble following, they had spent minutes, hours possibly -she wasn’t really sure of the timespan but quite a bit of time had been spent in draining her of her mana. And she was very weak, but not weak enough to get where this was heading.

“W-What did you do Michael. What have-”

“You do not call me that name. Ever” red dragon breathed with venom. “To you I’m Darkstar. To these creatures I am a friend. To them I am Michael Morningstar, but to you.” He licked his lips slowly staring down the dracony before him.

Walking through the barrier and lifting her head up Darkstar lifted Gwen’s drooping head to face him. His maw mere inches from the angered and weak look she had on her face.

“But to you my dear Gwen. I am Darkstar” he said with a chuckle. Gwen shoved his hand away from her and looked away with a look of pity and anger.

“You could have been a good guy Michael” she said quietly as he began turning away. “But you chose this for yourself. No one did this to you, but you” Gwen’s words echoed in his head as he came to a stop a few feet away from the largest cavern in this desolate area.

The dripping sound gone and faded and only silence filling the area, the dragon now stood as his smug grin had turned into a dark scowl. “I did what I had to do to survive” he had told Gwen with a silent anger.

“And now I’m going to help them survive,” he thought as his own words pushed him onward the dragon walked up to the cavern that was now being guarded by a group of changelings. Each assuming a vicious form from the Everfree forest. Upon seeing their comrade they changed back to their normal forms and bowed.

“She has been waiting for you” said a familiar voice. One of the changelings trotted up to the dragon looking him in the eyes. “Follow me. I will lead you to her.”

Darkstar nodded.If Kevin and his new friends are in Dodge City, then it’s time I enact my plan. “It’s time we set up this trap.”

Kevin, Ben, Gwen, Rainbow Dash, Fluttershy, and Discord were now making their way through the farther end of Dodge City. The deeper they went the more gushy intimacy they saw, and the more clingy Gwen became, although only in a subtle manner.

Ben had begun wondering why Gwen had become so clingy. It wasn’t like his cousin to flaunt her relationship around like this. Ever. He was starting to wonder if she’d been bit by something during the trip through Everfree Forest. Deciding on questioning Kevin after the dracony had rather suddenly wrapped her tail around his, Ben moved over to voice his opinion of what he was seeing.

“So uh...what’s the deal with Gwen?” he asked when she had moved away slightly to give them the chance to talk.

“In all honesty Tennyson. I don’t have a clue. Gwen’s never this...flirty. And while it’s a sudden rather nice change I keep getting the feeling something’s not right about her” Kevin said turning to look at Gwen who merely smiled back at the two.

“Do you think something happened to her when you guys went through Everfree Forest?” Ben asked still staring at his cousin.

“I don’t think so” the steel stallion said rubbing the back of his head. “If it did then it sure took it’s time in showing signs.”

“What are you two whispering about?” Dash asked floating over the two stallions.

“None of your-” Kevin began only to be silenced by Ben placing a hoof on the stallion’s muzzle.

“Hey do you guys know of any bugs that can affect someone. Change their behavior. Make them more, I don’t know clingy?” he asked glancing over at Gwen.

Dash catching the drift of things signaled Fluttershy over.

“What’s wrong?” she asked.

Kevin swatted Ben’s hand- hoof away from his mouth and spoke in a whisper.

“My girlfriend’s acting weird.”

"Well that’s not very nice” Fluttershy said with a disapproving frown.

“No, trust me he’s right. Gwen’s my cousin and there’s no way she’d show affection like this so blatantly in public. So we’ve been thinking she was bitten by something that could affect her like this. Is there?”

Fluttershy gave it some thought as they kept on moving.

“Umm. I don’t think there’s any in the Everfree Forest that could have the um clingy effect you’re talking about” she said, then added a “sorry” when she saw the sour looks the two stallions now held.

“Are you sure?” Kevin stressed after a few seconds of silent walking.

Fluttershy nodded. “Not that any I know of at least. Maybe Discord-”

“Did somebody say my name?” the draconequus said popping behind Fluttershy and slightly frightening the mare.

“Yeah these two want to know if there’s anything that can affect somepony with a bite. Like a bug or something. Make them more clingy and stuff. Right?” Dash asked the two below her, which they nodded in agreement.

“Is there anything like that in the forest Discord. Or even around here?” Kevin asked his voice slightly giving way to concern.

“Hmm” he said rubbing his jaw with his claw. “You know now that I think about it” he said with a sly grin only to stop and see the concern on Kevin’s face drop his jovial attitude like a stone.

Sighing Discord rubbed his temple and continued to lead the way speaking back to the others as they moved deeper and deeper into the city.

“No, Kevin there is nothing like a love infecting bug around here. At least not in this area” Discord said. “If Gwen is acting strange then it’s obviously due to something else” he said.

“Do you know what that hint could be?” Ben asked, as they all came to a stop behind the draconequus.

“Well” he said with a small smile. “I do.”

Everyone stared at him. Waiting. But he said nothing.

“Well?” Ben asked.

“Well what?” Discord asked sheepishly.

“Tell us what the hint is!” Kevin shouted, drawing the attention of some of the townsfolk that had been walking by them this entire time.

“Um Kevin I think you may not want to shout” Fluttershy said when she saw some of the looks some of the townsfolk were giving them. “It may be still too early for that.”

“I don’t care about that. I want to figure out what’s up with Gwen!” he said turning on Fluttershy who merely backed away a bit in slight fear.

Sighing Kevin stared at the ground for a few seconds before looking up at the yellow pegasus. “Look I’m sorry. I’m just worried about-” he froze.

The entire time they’d been talking, Gwen had been behind them if only by a couple of feet away. Meaning she could still hear everything that went on even more so since she had enhanced hearing now. But now that they were no longer talking about what was with her and the sudden mood swings, Kevin finally noticed something.

“Where is she anyway?” Rainbow Dash said voicing everyone’s thoughts.

Ben looked around the area, taking notice of all the horses- ponies that had been so focused on their intimacy now staring at them. It gave the hero a strange feeling. Giving the area another quick look he spotted orange hair a couple of feet behind them.

“Wait here” he told Kevin before trotting up towards his cousin who was now talking to three other ponies in the area.

“Are you sure?” he heard Gwen say as he got closer. The stallion beside her nodded.

Ben’s eyes narrowed, “Hey Gwen, who are your friends over there?” he asked.

Gwen tensed up and immediately spun in place to face ‘her’ cousin. Offering a nervous smile she said, “Oh Ben. I didn’t think you’d notice if I left for a bit.”

"Mmhm", Ben said eyeing his cousin and the two ponies beside here. “Who are they?” he said with a nod in their direction.

“Them? They’re my friends” Gwen said with a nervous twitch at the edge of her lips.

“And when did you become friends with them?” Kevin’s voice called.

“I’ve been with you the entire time. How come I don’t know about these two?” the tall stallion asked looking down at the mare and pegasus stallion, with a suspicious look.

“It was at the inn, during my walk there I saw these two and we had a bit of a chat. It’s why I took so long” she said.

Ben didn’t buy it. And from the looks of Kevin, neither did he. “Alright then. Let’s keep moving, say goodbye to your” Ben looked at the pegasus and mare with a raised brow. “Friends, and let’s go.”

She nodded, turning back to the two equines the dracony whispered something that Ben and Kevin couldn’t hear before following after them to rejoin with the rest of the group.

“What did you say back there Gwen?” Ben asked as both him and Kevin trotted by her side.

“Oh nothing” she said dismissively. “You’ll find out. It’s a surprise.”

*** ***** ***

“We’re almost there” Flash Sentry informed the two back on the chariot, as they neared the city.

Rook nodded, feeling increasing anxiety weigh in on him as he now recalled that once he met Ben he’d have to give him the news on Earth. Glancing over to Cadence the zebra could see that she was enjoying herself, a smile on her face as the wind played with her mane.

Taking notice of the zebra looking at her Cadence smiled, which he returned by smiling back.

“Princess! Sir Rook! We are here” Flash Sentry stated as they slowly hovered over Dodge City.

“Thank you Flash” the gamboge pegasus bowed his head in humble approval.

Turning her attention to Rook, Princess Cadence looked down at the city and the inhabitants below them. “Do you have anyway of locating them?” she asked.

“Sadly I do not. If Ben still had his omnitrix then maybe...but sadly our enemy has taken it from him. It seems it will be much more difficult to find him now, especially since we are looking through an entire city” the zebra said sadly.

Cadence smiled patting Rook’s shoulder. “I’ve got you covered.” Her horn glowing with a soft overglow the alicorn spread her wings and jumped off the floating chariot. Flapping them only slightly to lift herself up above her guards, the Revonnahgander, and chariot so she had a clear view of the entire city.

“When I give the order I want you to follow the light that will lead us to Rook’s friend, understand?” she asked. All the guards nodded.

“Alright, here goes.” Focusing on Fluttershy and Rainbow Dash’s location the mare’s horn flickered before a beam of light shot out of her horn, heading towards the direction of the two pegasi.

“Follow it!”

With a neigh, all four pegasi carrying the chariot and Rook as well, made haste. Zooming after the glowing light as it went after it’s target. Rook had to actually hold on to the chariot for fear of falling off with the way it rocked, as Cadence flew beside him with a small giggle at his less than amused and slightly surprised reaction.

“What did you do just now” he asked as the chariot bounced upon making contact with the edge of one of the buildings.

“Tracking spell” Cadence said with a smile. “It’ll take us to Fluttershy and Rainbow Dash and if they’re around Ben like Twilight said, then we should find him as well.

“Oh I see, very well planned Princess.”

“Cadence.”

“Cadence” he corrected.

Suddenly the chariot made a drop, as the pegasi flew after the glowing light making it’s way towards the end of the city. Yelling as he felt solid metal leave his hooves, but only to meet metal again with a clank Rook felt like he would upchuck his breakfast any second now. Cadence however seemed to be enjoying herself as she flew by them.

At least one of us is having fun, he thought feeling slightly green.

Flash Sentry could see the light suddenly make a sharp turn to the right. Ordering his crew to do so they chariot made a sharp turn, once again offering a groan of displeasure from the zebra as they neared their target.

The townsfolk had begun to look up now seeing the massive group rush by.

When the light disappeared all of a sudden Flash thought they had missed their mark, still flying straight ahead, only to see just a few feet below was Rainbow Dash, Fluttershy, Discord and three others looking upwards in their direction.

Got you! Flash thought with a grin as he and his group dived down towards the grown and came to a skidding stop in front of the surprised group, as a clank soon came from behind them. Rook standing up dizzily and looking like he would hurl any second now. Princess Cadence landed beside the zebra comforting him as he was hunched over, fighting to keep his breakfast within.

“Um...who are you guys?” the flash white stallion asked the group, Rook’s appearance being obscured by the chariot.

Flash smiled “We’re part of the Crystal Guard and-”

“Princess Cadence?! What are you doing here?” Rainbow Dash interrupted.

Cadence smiled still rubbing Rook’s back as he began to relax a bit. “I’m here helping a friend.”

“And who would that be?” the steel stallion asked.

“That would be me” Rook said now standing straight and walking around the chariot and it’s pullers he stepped forward with the princess of love, earning a surprised look from the other group.

“A zebra?” Fluttershy asked.

“Well, yes and no” Cadence said with a small smile.

“What’s he wearing?” Rainbow Dash asked staring at the armor that surrounded Rook’s body. “And what’s that thing?” she said pointing a hoof to the Proto-Tool.

“This is Plumber armor, and that is the Proto-Tool. I would appreciate it if you don’t touch it” he said waving her hoof away as it got closer.

Ben and Kevin had remained eerily silent the entire time, the zebra had made his appearance. Discord had noticed, but he was too busy revelling in their surprised reactions to even say anything at the moment. “Ahem” he cleared his throat. “What’s wrong Ben, Kevin?”

Ben and Kevin’s mouths moved but nothing came out.

“Are you two okay?” Fluttershy asked, but was only surprised to see the two grinning insanely.

“ROOK!” they shouted tackling the zebra, who nearly fell over.

Ben immediately began patting the zebra’s back while Kevin had his arm firmly wrapped around the zebra’s neck, both heroes grinning like idiots, both speaking at the same time making what they said incoherent to the others.

Princess Cadence walked up to her soldiers and whispered. “I appreciate what you’ve done but please head back to the kingdom and help my husband out with anything you can.” The group nodded, saluted, then jumped into the air, flapping their wings and taking off back to the empire.

“We’re so glad to see you buddy! How did you get here?” Kevin asked in both joy and surprise.

Ben who had been just as happy and surprised, backed away with sudden seriousness. “Wait” he said with more surprise to his voice.

“How did you get here?” he asked.

Rook averted his gaze as Kevin backed away, now wondering the same thing. “I am sorry Ben, but I came here of my own accord.”

“You did what?!” Ben asked in shock. “Why?! Why would you do that?! With all the Plumber kids out of the picture or too injured to continue, you were the best chance to get everyone back on track till I returned!

“Why did you do that Rook?!”

The zebra still had his eyes on the ground before taking in a breath and looking up at his partner, and his friend. “Because we’re partners. And I couldn’t leave you and Kevin and Miss Gwen to face such perils without any form of help. So I came, here, to help you.

“Was that the wrong choice?” Rook asked with indignation now seeping into his own voice.

Ben said nothing, feeling slightly angry, but at the same time understanding what Rook was saying. About to open his mouth Kevin spoke up.

“Tennyson. He did what he had to do. What he thought was right, cut him some slack."

Remaining silent for a few more seconds, Ben sighed. “Right, yeah sorry Rook. Anyway how’d you meet um...” he turned to the pale cerise alicorn. “Her?”

q“He was injured and somehow managed to get in my room. And my name is Cadence, Princess of Love. You can just call me Cadence though” she said smiling.

Kevin and Ben gave each other a look. “Princess of Love?” Kevin asked.

Cadence nodded.

Ben rolled his eyes. “Anyway thanks for helping my friend out here.” Turning back to the group he smiled. “Hey Gwen, look who’s-” Ben froze, seeing the dark look Gwen was giving them.

“I-Is there something wrong?” Fluttershy asked. “Princess Cadence was just saying-”

The dracony hissed, shocking everyone. Especially Kevin.

“Gwen what’s wrong with you?” he asked in confusion, but the dracony wasn’t listening as she backed away like an animal that had been backed to a corner.

With a loud hiss that pierced the morning sky, several ponies that had been surprised by the sudden appearance of the Crystal princess, or had been observing the scene quite suddenly joined the dracony’s side.

“Gwen! What are you doing?” Rook asked just as confused as the rest. Cadence having now raised a defensive hoof up with a puzzled look on her face.

“W-Was it something I said?” she asked Ben, who looked at her with just as much a confused look as she had.

“I have no idea” he said turning his attention to the dracony that now had a group of pony’s beside her.

The dracony still had a scowl and dark look on her face, as did the ponies that now joined her side as they faced the group and the princess it contained on their side.

“You’re not Gwen, are you?” Kevin asked his voice growing dark.

“You’re right.” Satura said as a green glow surrounded her and several of the other ponies by her side. “I’m not” she stated turning back to her true, form. Her changeling form.

“And while I do have a rather” -she smiled- “Strong attraction to you darling” Satura said, her voice growing cold as she looked up at the pale cerise alicorn behind them. “I can’t keep pretending to be your lover when that tyrant is with us.The charide would be up in seconds the moment she noticed something wasn’t right.”

Kevin wasn’t paying much attention, his jaw was clenched and he was glaring at the female changeling and her group of friends before him. “Where’s Gwen?” he said in a stern tone.

“But darling-”

“Where is my girlfriend?!”

Satura grew silent. A look of pain forming, as the coldness in her voice returned. “I suppose I’m not appealing enough now that I’m in this form am I?”

Those weren’t the words Ben had been expecting as he watched Kevin’s look of anger slightly turn into surprise. “That’s not what I meant- I just want-”

“I know what you want!” the female changeling shouted anger clear in every word.

“It’s been the same as always. Just because we’re different, you ponies think we’re not fit for consideration. And I- we, are sick of it” she said slamming her distorted hoof on the ground. “Well now it’s time we change that” the mare said with a slight smile.

“Changelings! Attack!” she shouted into the sky, her voice echoing throughout almost the entire city.

It grew silent within a few seconds. Discord watching in silence as he himself had not really expected these turn of events, despite knowing this Gwen was a fake the entire time. Picking up Fluttershy and wrapping his tail around the rest, the draconequus prepared to snap his claw.

Satura smirked. “You’re not going anywhere.”

Discord scoffed before snapping his claw. But nothing happened.

Huh? he thought.

“Discord quit playing around and get us out of here!” Dash said noticing the pebble on the ground beginning to shake as some of the inhabitants began resuming their true forms.

“I...I can’t” he said in disbelief.

“What do you mean you can’t!?!” Ben asked.

“I...I simply can’t. My magic isn’t working anymore.”

The group froze as they heard the pounding of hooves rushing towards them, and in an instant. They were almost surrounded.

“Well looks like we’ve got one solution left” Kevin said quietly as Satura and her cohort of changelings began advancing towards them.

“Run?” Rook said.

“You know it” Ben replied.

Quickly dropping everyone and swinging his tail to the side Discord knocked out the first group of changelings blocking them as they all made a mad dash for one of the town’s buildings. The hissing sound of changelings directly behind them.

“You can’t escape us!” Satura shouted after them.

“This is our home! And we won’t let you be leaving, any. Time. Soon!”

Ben was the last to rush inside the building and slam the door shut as Rook, Kevin and Discord began piling stuff on to the door and began barricading it.

They had to face facts. “We’re trapped.”

Author's Note

Enemies all around them. How will they get out, how will they reach the real Gwen? Find out in the oncoming chapters.

This has been fun.~Hailstorm, out.

Chapter 10

Chapter 10: Opportunities

“Take a chance Tennyson!”

The changeling queen, Chrysalis sat silently on her throne of stones, as the dragon sitting silently beside her waited for her response.

“Well?” Darkstar asked.

The Changeling Queen said nothing, her eyes closed as she could suddenly feel, sense the rage of her children, her subjects. As their fury came crashing into her Chrysalis’ eyes snapped open as if she’d just been given quite the scare. Her harlequin eyes now moving over to the dragon as she stared at him with silent observation.

“I see you have enacted the plan, already” she said in a low considerate tone. “But you didn’t tell me it would be this soon now did you Morningstar?” the queen said with lidded annoyance in her eyes.

Darkstar merely smiled. “Now Chrysi, you know as well as I that if my enemies from my home find this place, they will find Gwen. And I’m sure my darling” the dragon said raising the distorted hoof of the queen gingerly in his own claws as he continued to smile. “No I am positive, when they find this place. They will find Gwen. And if they find out you have been leeching off the people of that town.

“Well I don’t need to say much more on what would happen to you and your subjects, do I?” he asked with a slight deviant touch to his smile.

Chrysalis scowled, withdrawing her hoof away from the dragon’s claws the mare rose from her stony throne to trot out of the rather large cavern.

“Where are you going?” Darkstar asked now taking his seat on her throne. Chrysalis didn’t turn to look back as the guards opened the cavern’s door.

“Outside. I need a walk.”

Pounding. Scratching. Scraping. Shouting.

These were all the sounds the group of travelers could hear from within the confines of their room. From top to bottom the group had barricaded themselves within the large garment store that they had managed to run into and at this very moment Ben and Kevin were pacing the area trying to figure something out.

Discord was still vainly trying to activate his magic. Rainbow Dash was tapping her hoof anxiously against the cold tile floors. And Fluttershy and the Princess of Love were alert, ready to make sure to settle any arguments that may occur during this crucial moment of tension.

“This is stupid!” Kevin said with a snort, after staring at the swarm of changelings that were waiting outside for the group to come out.

“Tennyson! We aren’t going to get anywhere staying in here. Plus they have Gwen! I’m going out there” he said moving towards the barricaded blockage.

A tail moved around one of the steel stallion’s hind legs and lifted him up. “I know I enjoy chaos child, but what you are recommending is merely suicide” Discord said with lidded eyes.

Kevin snorted, in response. “Then what the heck do you want me to do?! Sit here and let them wait for us to go hungry before we have to come out and either get captured or tortured? Let them-- Darkstar torture my girlfriend, while I stay here like a trapped rat and do nothing?!”

“In case you haven’t noticed” Dash said now tapping her hoof even faster from irritation. “We are trapped rats.”

Kevin growled in response. Discord having now released him back on the floor, the stallion shot a glare at the reality bending being who now was temporarily powerless.

Stopping his continuous pace Ben moved over to the irked Rainbow Dash and whispered, “You are seriously not helping here. Keep this up and who knows what he’ll do.”

She snorted.

Fluttershy cautiously moved over to Kevin with a meek smile, her mane falling just a bit to cover her eyes. “Um...Kevin?” she said hesitantly.

Kevin looked over at the yellow pegasus, still trotting in place in angst. “What?”

Fluttershy took a deep breath. Standing tall on her hooves she began to try and quell the steel stallion, with her words. “I understand how you feel. Not being able to help your friends. But at the moment we’re kind of in a tough spot, and” she quickly added upon seeing his grimace.

“I get your worried for your marefriend, but we can’t ignore the fact that we’re surrounded. And if we’re going to get out of here we need to stay as level headed as possible.

“Please, try to stay calm. If not for me, or the group do it for Gwen. Please” she said with a kind smile.

And it seemed to work. Kevin stopped trotting around his expression calming as Fluttershy’s words seemed to calm him. And for a second it looked like they would finally be able to come up with some sort of plan.

CRASH!

A window shattered, just in front of the door. Where a brick that now lay merely inches from a surprised Fluttershy’s hooves.

Instantly Cadence threw a protective shield around the entire group. Kevin and Ben looked at each other, and through a silent code both nodded.

Ben turned his head in Cadence’s direction. “Lower the shield.”

“Are you serious?” she asked in disbelief. “I’ve fought the changelings before and if they’re anything like I recall you don’t want to give them any openings to deceive you.”

Ben stayed silent for a only a few seconds, his green eyes looking towards the window. He looked back at Cadence with determination that made the princess’ stern look falter.

Rook moved towards her and nodded when she looked at him. “Please, Princess Cadence. Lower the shield.”

Cadence though hesitant, eventually complied. Silently she lowered the shield, forming a hole large enough so that Kevin would be able to pass through since the stallion was surprisingly taller than most normal ponies.

Both Kevin and Ben moved through the small hole, and as it shut behind them the two carefully and silently moved with caution towards the now shattered, open window.

Ben held a hoof. Kevin halted. They were inches from the window now and could practically hear the wind rushing by on the great outdoors of Dodge City, that may or may not be waiting to ambush them with half of its inhabitants at any given moment.

Inching towards the window sill Ben peered outside. What he saw set him on alert. Outside no longer surrounding the garment store that they had barricaded themselves in, was just the empty streets of Dodge City.

There was not a single changeling in sight. Nor could he see the one called Satura that had been leading the onslaught earlier.

Ben kept scanning the place, trying to see any signs of the shapeshifting beings. Any form of a shadow that may be above them. Any form of movement that would alert him with his new keen hearing, but there was nothing. Not even a normal citizen outside the streets could be detected.

“Tennyson!” Kevin’s voice called, drawing the hero from his surveying.

“Quit gawking and give us some info! What’s happening out there? Do you see any of them?” Kevin asked with a whispered shout.

Ben shook his head.

“It’s empty out there.”

“That is most definitely not a good sign” Rook’s voice said from the back.

Kevin scowled. “Good or not. We can’t stay buried in here all day. We need to find Gwen, find Darkstar. And take care of him!”

“How are we supposed to do that when we have changelings surrounding us?! I don’t know if you guys have ever faced them in your world or whatever. But in case you didn’t notice one of them changed into your girlfriend and took you for a joy ride.”

The dark glare Kevin shot at Rainbow Dash did nothing, as she simply shot one right back.

“Enough!” both Cadence and Fluttershy shouted.

“We don’t have time for these petty arguments. If we are to save Gwen and stop Darkstar we must work together” Rook said slamming a hoof on the ground between the former sapient and pegasus. “Bickering like this will get us nowhere.”

“They’re right Kevin- not about the changeling” Ben clarified, at the glare he received. “About the bickering. We need to keep moving if we want to save Gwen. And if there’s no one outside. I say we take the chance.”

“But-” the three equines began only to be silenced by Ben’s raised hoof.

“I’ve made my decision. I’m taking this chance.”

“There is one problem though Ben” Rook said trotting forward as the shield disappeared. “You no longer have your powers. And I do not believe you are as proficient in hand-to-hand combat as the rest of us.” Rook said.

Ben raised a skeptical brow. “What makes you think Fluttershy and Dash are good at fighting?” he asked with a raised hoof.

“Hey!” Dash said. “I saved your butt out of that ditch you nearly got eaten in, remember hero!”

“And I can fight...I just don’t like to” Fluttershy said behind her mane.

Rook gave Ben a wry smile. “And from the stories Princess Cadence has told me. These two seem quite capable of handling themselves. You have nothing to worry about Ben” he said, his smile now fading. “But if we wish to move towards BadLands, we should take this opportunity while we have the chance.”

Ben looked at his friends, then looked outside. The last thing he wanted was someone getting hurt, but he would take this chance while they still had it, with or without them. Turning to Kevin who simply offered a shrug, Ben sighed.

“Alright then. Let’s go.”

Rook turned to Cadence. “Princess if you wouldn’t mind doing the honors of ridding us of that mess” he said pointing to the jumbles of stuff in front of the door. To his amusement Cadence smiled.

“With pleasure” her horn flickering in a light blue glow, Cadence turned her attention towards the barricaded door. “You may want to step back” she advised with a complacent smile.

Ben and Kevin did as they were told. Not a second after they had safely passed did Cadence release a strong blast of magic on the door.

BOOM!!

Smoke cascaded out as the entire front frame of the building was literally blown off. In the distance hiding in the cover of other buildings or in the forms of other ponies the Changelings that had been patiently waiting were suddenly thrown off guard by the rather large explosion, all turning their attention towards the now partially destroyed clothing store.

Ben smiled. “Reminds me of home.”

“I know right?” Kevin said as they all stepped forward from the smoking remains of what used to be the porch.

“Well then, shall we?” Rook asked, all three grinned as they could now see figures rising into the sky heading towards them.

“Charge?” Ben asked.

“CHARGE!!!” Discord shouted triumphantly pulling out a hard helmet he had coincidentally found laying around.

“Never thought you’d ask” Rainbow Dash said with a grin as she kicked her forehooves in the air and took off towards BadLands, the changeling figures closing in on them, as Ben and the rest of the group followed their cyan friend towards what would most likely be their toughest challenge.

However what faced them ahead was not what was on Ben's mind as he moved towards the ever growing Caverns that got closer and closer with every rushed step. What pushed through his mind was.

“I’m coming for you Darkstar, and you’re gonna pay for taking Gwen.”

The clicking of hooves resounded as through a small cavern as black distorted hooves made their way there. Judging from the sound Gwen could tell that about three if not more changelings were heading in her direction, but the dracony, stayed still. Like she had been ever since Darkstar had been feeding off her between intervals.

“Draconequus...” a soft yet cold voice spoke. Gwen looked up and staring at her were the harlequin eyes of the changeling queen. Queen Chrysalis, and by her side were two smaller changelings, both of which almost looked identical.

“So from what the dragon tells me you are not from Equus, is that right?” she asked.

Gwen said nothing, but merely nodded in response.

A few seconds of silence passed as the queen stared at the weak dracony. Then rather suddenly Gwen watched the bizarre looking equine smile. With a glow of her horn Gwen watched to rather her confusion as the changeling queen unshackled her from within her cage.

Gwen looked at her horse legs with confusion written all over her face. “Why?” she asked still staring at the shackles that now lay on the ground. “Why would you free me when I could possibly ruin everything you’ve worked so hard for? Why would you betray someone who understands how you live?”

Queen Chrysalis's ever the deviant looker gave a mischievous smile, while turning her back to the confused dracony with a whip of her tail. Her eyes half lidded the- what others would say- disfigured mare, turned her head to stare at Gwen over her shoulder.

“Don’t misunderstand. I’m not helping you. Besides there’s no point of you being bound and shackled when you can’t escape from that barrier” she said with a small grin. “To answer your last question. I may be a lot of things. A liar, a thief, a trickster, and..." she paused.

Gwen watched with careful observation as for a split second she thought she saw pain in those pale eyes, but they soon vanished and were replaced with a mask as quickly as it had appeared.

"I may even be a monster, as some have called me. But I wouldn’t so easily betray the one that had helped me and my subjects gain so much in such a short time.”

Gwen merely stared at the changeling queen in silence, scanning her. Trying to see if there was some ulterior motive to all of this. Trying to figure out if what she was telling her was all some means of just raising her image with the evil dragon. But not to her surprise she couldn’t.

How could she when she’d figured out by herself that the queen of these shapeshifting equines would be no different when it comes to the capability of deceit. So whether this was a lie, or leading her into another trap, Gwen would take the chance she was given. No matter what it lead to, it would be ten times better than staying in a cave with meals being served to you day in and day out, only to have your extra energy drained by a leech that wouldn’t leave you alone.

“What do you gain out of this?” she asked from the ground.

Chrysalis had already begun to saunter out of the exit. She turned her head to look back at the confused dracony with a smile.

“I get a good show.”

Chapter 11

Chapter 11: Escape

"RUN!"

“Over there!” Ben shouted to the group as they made their way into BadLand’s multiple cavern terrain.

The clicking of hooves and heavy breathing was all that could be heard as the group of seven made their way into the darkness of the cave, Princess Cadence and Rook lighting the way as they ran through the darkness of the cave.

“Tennyson are you sure this was such a good idea?”

“I believe he’s right, if we end up getting separated things could prove rather troublesome” Rook stated, as the group slowed their pace to a steady gait.

“Look we don’t have time to worry about the small necessities. Discord can you use your magic yet?” Ben asked as he lead the group scanning for any signs of movement the light may catch so he could alert the others.

“Give me a second,” snapping his eagle claw the only magic Discord was able to get out was a small spark of light that soon faded like dying ember.

“No” he said with a scowl. “I don’t know what kind of magic this Darkstar fellow is using, but if he’s smart enough to be able to counter my chaos magic then he’s quite the magician.”

Ben didn’t respond, because Discord was right. Though Darkstar may be a leech who can’t survive without others the guy sure knew his magic ever since he began dating Charmcaster.

“Hey what’s that?!” Dash said drawing his attention back to their situation.

At the very end of this cave to BadLand’s entrance there was a light. And whatever was beyond that light Ben hoped would be good news because the hissing and beating of wings that didn’t belong to either Fluttershy, Rainbow Dash, Cadence or Discord was getting closer and closer.

The changelings had probably blocked their exit since entering here, so the only choice now was to find Gwen, and fight their way out.

“Let’s move Tennyson!” Kevin stated as him and the others powered on ahead. Ben followed behind, making sure to check their flanks so that if any magical bolts were shot at them he could warn the others.

However being the last to come out he saw everyone had froze once reaching the light ahead. Exiting into the open, Ben stared at what his friends were all staring at with the same “crap” expression they all had on their faces.

Before them were a myriad of caves, that travelled along the path of this large desolate area. Each side holding a different cavern that would either lead them to Gwen, more changelings, Darkstar himself, or whatever resided within these caverns as a natural predator.

“Crap” Kevin and Discord said simultaneously.

“Agreed” Rook said with a frown. Placing a hoof on the chest plate of his armor a Plumber badge popped out. Taking it and looking at the device, a holographic image of the BadLand’s layout popped out.

“Whoa” Rainbow Dash said. “How are you doing that?”

“I have had my Proto-Tool scan the surrounding area since we got out here” he stated.

“But that was just a few seconds-”

“Rook likes to come prepared” Ben said with a small grin, everyone tensed up though when they heard another loud hiss come from within their entrance.

“Okay enough chatting” Discord said grabbing the group’s attention. “If we’re going to find Gwendolyn, then we need to get a move on before the changelings catch on to us!”

“Point made. We split up” Ben said walking towards a random cavern only to have his tail dragged back by Cadence’s magic.

“Are you crazy?!” Cadence said staring down the former human. “Have you been listening to a word I’ve been saying?!”

“Not really” he said with a shrug, making Cadence’s glare intensify in the process.

“Take it easy there Princess” Kevin said getting in between the light cerise alicorn and earth pony. “We’re just trying to pick up the pace so we can find Gwen and take care of Darkstar.”

“How do you expect to do that when you just went into a nest of shapeshifting beings? Who can easily act as any one of your friends without you knowing it! That includes Gwen!” she said with a slam of her hoof.

Kevin cringed, “When you put it that way-”

“Plus we” she said waving her hoof over to Discord, Fluttershy and Dash. “Don’t know this Darkstar, we don’t know what he’s capable of or what he can do. And since he literally found out a way to block Discord’s magic, without blocking mine then I’m pretty sure it’s safe to say we should stick together!”

“Or” Dash said with a small grin. “We could split up into two groups. But one of you will three will have to go stick with that group and inform them on who this Darkstar is, and what he can do.”

Everyone went eerily silent staring at the cyan pegasus, she blinked.

“What?”

“Rainbow Dash that was...surprisingly a really good idea” Fluttershy said with genuine amazement in her voice.

The rainbow maned pegasus didn’t seem to take offense to this and merely grinned. “Well I do have my moments.”

“Right so what are the teams?” Kevin asked.

“I suppose-” a flash of green light shot past Discord before he could finish, evaporating a nearby boulder that lay in front of one of the cavern’s entrances.

The entire group turned their attention towards the cavern, only to see a large form of green glowing lights heading their way. A hiss soon came after, then all the lights went off.

`“Guys” Ben said slowing backing into one of the caves. “We should decide those teams, now.”

And just as Ben finished saying that a changeling launched out of the cavern followed by three others. Ben was ready to take them on, but the cyan pegasus quick reflexives took out the first one with a hoof to the side.

The changeling that had the unfortunate fate of meeting with Rainbow Dash’s hoof went flying into one of the cavern’s his screams disappearing with him and echoing off into the distance as he faded away into the dark.

Discord used his tail like a whip and knocked out three of the other changelings that had begun to approach Fluttershy.

“Stop!” Rook shouted, managing to gain some attention. The Revonnahgander grinned then threw something in his hoof down.

Smoke pellets. The entire area was enveloped in smoke, making it impossible for any more changelings to see from within or outside the cave.

Ben could hear Rook shout: “Everyone try to meet with the person closest to you and split up! We shall find a way to meet once again” the Revonnahgander’s voice had grown a bit more distant at this point.

“Just keep moving and stay alive!”

Ben turned his attention to the nearby cave to his right, hearing movement he spinned around ready to buck the heck out of his attacker till he heard a weak.

“Wait!”

“Fluttershy?” Ben asked, the mare nodded and moved to his side.

A hiss caught their attention as they could hear movement and growling heading in their direction. Further back, possibly from within the cave Ben could hear a familiar voice shout, “Find them and deliver them to Queen Chrysalis!”

With a snort and turn Ben ran inside the cave, the yellow pegasus following behind him. The two began making their way through the labyrinth of cave after cave, looking for any clues that may show signs of Gwen or the changeling’s leader being there.

So far they had found nothing.

Minutes had passed and Fluttershy hadn’t said much, she mostly stayed behind Ben ready to run whenever they heard the flapping buzz wings or the small hisses of the changelings speaking in their language.

And though it annoyed Ben, how frightened she was with all this he did his best to make sure the mare wouldn’t end up running off whenever they had to hide from an oncoming band of shapeshifting insectoid like equines.

“Hey” Fluttershy said, after a few seconds of silence. The two had just avoided a close call by hiding in the shadows of a column when a group of drones had almost had their cornered after Fluttershy accidentally kicked a pebble that echoed throughout the entire cave.

“Yeah?” Ben whispered silently back as he slowly poked his head out of the shadows and glanced both ways to make sure they were in the clear.

He nodded to Fluttershy, the two stepped out of their hiding spot and moved on down the path where more and more changelings seemed to be emerging from.

“Um, I don’t want to pry but who is Darkstar?” from Ben’s sudden change of mood she could tell the hero did not want to talk about it, but sighing nonetheless Ben slowed his pace so that he could speak in a more silent tone so as to avoid getting caught.

“It’s a long story.”

Fluttershy moved a strand of her mane out of her face and looked at him like “Really?”

Rolling his eyes Ben continued, “I wasn’t finished. Darkstar like I said was a friend of Gwen and me, Kevin, not so much.”

“What happened?” she whispered back.

Ben went silent for a few seconds before picking up the pace as he heard the clicking of changeling hooves ahead.

“Ben?” Fluttershy asked with concern. “What happened?”

Stopping Ben glanced over his shoulder at the mare before turning his attention back to the ever closing sound of hooves ahead of them, his look growing more serious by the second as the sound of changelings got closer. “He showed us his true colors.”

“So Darkstar was a former ally of Ben and his friends?” Cadence asked, Rook nodded.

“Though I was not there when they had a falling out, I have read the files related to Michael Morningstar and understand why Ben and Kevin are so worried for Gwen.”

“Is he-” Rook held a hoof up to stop the princess of love from continuing. “Get down” Rook stated as he assumed a crouching position on his hooves. Cadence did the same, readying herself in case they needed to attack.

“What’s going on?!” a voice a few feet away from the entrance of the cavern that the two were hiding in asked. “Intruders!” said a slightly raspy voice.

“Is the queen alright?”

“She’s fine Lord Darkstar and several of our strongest are guarding her.”

“What about the prisoner?”

“With Darkstar and Her Highness.”

“Good, what did Commander Satura say we should do with the prisoners?”

“She didn’t say we could feed on them, but she gave us strict orders to deliver a steel tall stallion to her, the rest should go to the queen.” A few more things were discussed before the two changelings trotted past the cavern, oblivious to the Revonnahgander and alicorn hidden within its shadows.

Standing back on his hooves Rook got up, looking down the direction the two changelings had headed down in. “Follow me” he said moving down a different path.

Seconds passed and eventually zebra and alicorn came across a slight drop that seemed to lead to a deeper part of the connection of caves. Spreading her wings Cadence gently descended down the drop, with Rook suspended in her magic before they went down the dark path using Rook’s Proto-Tool as a source of light.

Minutes later the two had to stop and refrain from moving any further, because ahead guarding a rather large closed cave entrance were a multitude of beasts Rook had never seen before.

“Manticores, Timberwolves, Chimeras? She must be in there” Cadence said with a dark stare in the direction of the changelings. For what it is was worth she still hadn’t forgiven the Queen of Deceit for locking her up in a underground mining field, and attempting to steal her stallion.

“Princess” Rook said snapping Cadence out of her silent rage. “We must locate Ben and return with the entire group. As it is now if we go in we will be surrounded and lose.”

Cadence frowned, following Rook a bit deeper into the shadows of their entrance before she stopped him above the drop where they had come from.

“Rook, I get that this Darkstar guy is strong. But the changelings I’ve fought them before. If I use my magic and knock most of them out, our fight should be able to draw Ben and the others back to us. Who knows? Maybe if we get back here with everyone the entire group would be impossible to fight, then we’d miss our best shot.”

Rook’s look of displeasure was clear to Cadence though that he wasn’t going to budge so easily. Stubborn zebra.

“Can you at least tell me why you’re so worried about this Darkstar guy. What could he possibly do that has you guys so worried? I know he’s a dragon but from what Kevin said about Gwen she might be able to-” she paused. Seeing the stern look the alien was giving her was more of a surprise, since she had considered him the more placid type.

“What?”

“Princess Cadence” Rook said holding his stare. “The files I have read on this Darkstar, are on par with the story you told me of this Tirek fellow.”

Cadence’s own look of displeasure at the zebra soon turned into one of shock.

“No...you’re not.”

Rook nodded.

“But that’s-”

He shook his head.

“No” the alicorn said her ears drooping and the confidence she had gained slightly falling. “You’re saying he can absorb magic like Tirek?”

“He can absorb anything you throw at him” Rook stated. “Ben and Kevin couldn’t even come close to beating him when he had full power. Gwen was the one who defeated him by taking her magic back through a absorption spell. And even then she was lucky he had such a defect in his powers otherwise they surely would have lost.”

Cadence gulped, but she wasn’t going to back down from this idea. And judging from the noise coming from just above their only entrance they would soon be having company.

“Alright look” she said with determination. “We have one shot, I don’t know how but you seem like you’re a really capable fighter even in all that armor. If you can hold them off for a few seconds I’ll create a magic shockwave that should grab Discord’s attention."

“I thought his powers were inactive though” Rook said with a raised brow, completely ignoring the sound of insectoid wings from above.

“His powers are inactive, but his ability to sense magic is a natural born gift. He should be able to sense us and if that’s the case he should be able to lead the others if their with him to us. That would give us enough time to fight off the changelings, free Gwen as quickly as possible and try to get the heck out of here before we get overpowered.”

Rook placed a hoof on his chin, contemplating the matter. If he thought about it logically she was right, but the consequences should they fail before their plan is enacted...

“Rook!” Cadence said in a whispered shout of worry and irritation.

A hiss from above told her that they’d been spotted. If they were lucky the main guards out there hadn’t heard them yet so she still had time.

“Rook!” she said a bit louder, this time it echoed.

With a sigh Rook tapped his Proto-Tool, the device pointed upwards, and then a shot of orange light shot up the entrance, before an explosion shook the entire cave, alerting the guards and knocking out the pursuers above.

“You have a minimum of twelve seconds” he said before slowly making his way towards the nearing sounds of the multiple creatures above. Cadence couldn’t help but gawk, as her friend slowly and confidently strode towards some of the fiercest animals in Everfree Forest with a calm demeanor.

“Cadence” Rook said, the alicorn shook her head to snap out of her stupor before looking at the Revonnahgander with a small smile.

“Yes?”

“Your time starts now” and with that the zebra jumped out into the open, roars and growls coming from his enemies. The next thing Cadence saw was a timberwolf fly past her hiding spot and slam into a column, revert back into a changeling then pass out.

“...Damn” she said before focusing her attention back to her task. If he can give me twelve seconds then he’s really good.

Rainbow Dash, Discord, and Kevin were now making their way through a different cavern hearing all sorts of noise echo throughout this sound death trap from who knows where.

“You think Ben and the others are getting into some trouble?” the mare asked Kevin as they heard a echo from Ben shout “get down.”

“I hope not” Kevin said with a sour expression. Discord was still trying to think of how to activate his magic while they were within this barrier but so far he hadn’t been able to come up with anything.

“Hey Discord?”

The draconequus looked down at the steel stallion before him. “Yes?”

“Can’t you just pinpoint Ben and the others based off their magic of something?”

“I could try but with all the changelings in here, they may take the form of Ben and the others and could lead us directly to them.”

“Don’t they have a different magical signature though” Dash asked. Discord merely shook his head in response.

“Changelings have the ability to adapt their magic to whoever their changing into. Granted if a changeling became me, they wouldn’t have my wonderful powers of chaos but they would give off the very same magical presence if they wanted to.”

“Whoa” both Kevin and Rainbow Dash said.

“It’s really not that amazing it’s more of a fact” Discord said rolling his eyes at their amusement.

“No, no that’s not what we’re saying ‘whoa’ for.” Turning Discord’s head in the direction they were looking at the draconequus’ eyes narrowed at the display of identical copies standing before them.

A Rainbow Dash, Kevin, and another Discord were standing in front of them, the copies of the originals looking just as shocked as the rest.

“Looks like they were trying to meet up with the others but took a wrong turn in their search” Kevin said with a snort. “Well then let us originals show you fakes what it’s really like to meet your doppelganger” Kevin said, with a slam of his hoof.

While it may have echoed throughout the cave, the steel stallion showed no signs of caring because right before the changelings, and Rainbow Dash and Discord’s eyes the former human began absorbing the material that the cave was made of, his entire coat and structure solidifying and become tougher.

Once done absorbing the material Kevin grinned, his copy gulped, Dash and Discord were still in shock and their copies were comedically mirroring that reaction.

“Well...” Discord said after a few seconds of silence. “That’s new.”

“Enough talking and let’s get pounding!” with a lunge Kevin tackled his clone, making it quite clear who was real and who was fake since Kevin had already absorbed the rocky material of the cavern. And as the two tussled and Kevin delivered hit after hit to his copy, Rainbow Dash took the opportunity of her stunned clone and knocked her out with a clean upperhoof to the jaw.

Discord however didn’t attack his clone he...talked to him.

“So” Discord said once the hero and pegasus had finished beating their foes to submission. “Mind showing us where our friends are?” he asked running his claw up the copy’s back.

“Or?” he said with a sly smile as the changeling reverted back to his true form. “Do you want these two to teach you a lesson?”

Glancing over to Kevin and Dash the two simultaneously cracked their necks in eager anticipation to lay another smack down. The changeling looked at Discord’s sly smile, sweat dripping down his face as he saw the smile widened just a crack, then gulped.

“F-Follow me please” he said before moving over to his fallen allies and nudging them to get up. Once they were the three began leading them down the path where they had seen Ben and Fluttershy, but missed them on a different turn.

As the changelings lead the trio towards Ben and Fluttershy’s location Kevin caught the sight of Discord shaking from the corner of his eye.

“You alright?” he asked.

Discord nodded with a smile, “We may need to take a detour once we find them. Hey!” he said calling up to the changelings leading them. “You may want to pick up the pace, my friends don’t like to be kept waiting.”

The changeling Kevin had wailed on earlier glanced back to the steel stallion who smiled, before raising his hoof in a threatening gesture. With a jump and nod of his head the changeling shot past his comrades in the direction of Ben and Fluttershy, his two allies immediately getting to their own hooves and trying to keep the pace so they wouldn’t get a similar beat down again.

Kevin and Rainbow Dash followed in tow, but Discord couldn’t help but laugh as he followed behind, at the reaction of the beaten changeling.

“Ha ha ha, priceless.”

“Ok” Ben said with a tired breath. “I think we took care of all of them” he said with a sigh. And by “we” he mean “he” did it, with Fluttershy’s slightly clumsy assistance.

“Oh thank goodness. I was so- Eep!” she squealed upon sighting another changeling.

Ben groaned with frustration, exhausted as he had to knock out three changelings with a stalagmite, which had been kind of heavy to carry. Then had to evade a barrage of blasts from a group of changelings before he and Fluttershy had to take care of them. Fluttershy’s eep sent a bunch of rocks from the cave hitting the heads to most of the group and knocking them clean out cold.

Ready to charge and take out yet another one, Ben was stopped by a tail that came out of nowhere behind the changeling.

“Discord?” he asked when the three changelings fell unconscious.

“The one and only” he said as Kevin and Rainbow Dash moved in.

“Oh, I’m so glad you’re all alright” Fluttershy said with a smile, before getting hugged by Dash.

“Same here” Dash said with a sigh, turning her attention to Ben she said: “So where to now?”

Ben shrugged, still upside down, till Discord put him back on the ground. “I’d say we should go find Rook and Cadence, but I’m pretty sure I’d get us lost again.”

“Not to worry ol’ Discord knows the way!” he said with a smile. And before Ben could even ask how, the draconequus turned around and followed his sense to where Cadence’s magical shockwave had emerged.

As the group got closer to their destination Discord began to slow his pace, almost ended up tail slapping Ben, in the process. “Before we get there you need to know that-”

“Gwen is there with Darkstar and the Changeling Queen” Ben finished for him. Discord nodded.

“I suppose you know what that means if we end up failing right.” Ben nodded, but he knew for a fact that they wouldn’t fail.

“It won’t happen” he stated as he pushed past Discord, and moved on into the cave that the draconequus had been walking towards cave. A few feet away down the end of that cave there was a drop that Ben could see, his serious expression turning into a grin.

Fluttershy had helped Ben get down, and Discord doing the same for Kevin, since the two didn’t have wings the group carefully and silently moved towards the sound of fighting and flashes of magical bursts of energy.

Ben being the first to get a look saw Rook and Princess Cadence surrounded by more than 20 changelings, a majority of which had been taken down earlier since behind the squad were the unconscious bodies of their fallen comrades.

Ben heard a small cough behind him, froze and was ready to buck, but recalled Kevin, Discord, Fluttershy and Rainbow Dash were behind him.

Turning his attention to face the group he saw that Dash was grinning, Fluttershy offered a confident smile, Discord was wiggling his brows in a “what we gonna do” fashion, and Kevin had restored his rock absorbed form.

Ben didn’t need to be told what these four were telling him right now. He could see it in their eyes, even in the pacifistic Fluttershy.

They were ready to fight. Nodding, as he, himself now began to grin the flash white stallion and his team trotted casually out directly behind the group of advancing changelings that had begun to push Rook and the Princess of Love to their limits.

“AR-HEM!!!” Discord stated to grab the entire division’s attention; momentarily stopping the battle and freezing Rook as he was just about to deliver a sick strike that would temporarily paralyze his opponent, and freezing Cadence who was quite frankly about to blast five changelings jumping her away.

Ben took one step forward to the entire division and his two allies in the middle of the fight, confidence burning like a raging fire in his eyes as he grinned at his enemies.

“It’s hero time.”

BOOM! BOOM!

Explosion of magical blast after explosion of detonation occurred shaking the cavern the group was.

“Tennyson!” Kevin called, ducking just in the nick of time, Ben managed to dodge the forehoof that was sent right into the face of a drone behind him.

“Nice save” Ben called, back. Kevin nodded, before jumping back into the fray of battle.

More changelings had begun to show all in a desperate attempt to prevent the group from moving towards the entrance.

Discord protected Fluttershy. Rainbow took on the small airborne attacks that came from the skylight of the cave. Rook, Ben, Cadence, and Kevin took on the main ground forces, with Discord adding in his own bits and pieces of help here and there.

“There’s too many of them!” Cadence called, after she had tossed three changelings into another group, only to see five more take the trio’s place. “I don’t know how much longer we can keep this up Ben!”

“Keep trying!” Ben called back as he clonked to drones head’s together and watched them drop in a daze.

“We have to reach Gwen!”

Then, something happened that caused the entire battle to freeze instantaneously. The cave door cracked open with a crushing sound as the door to Chrysalis’ throne room slowly opened.

Every changeling, froze almost exactly at the same time. Ben and his team froze as well, watching in silence to see what was happening as the door opened.

Did Gwen escape?! Did she figure out how to beat Darkstar and the Queen? Did Darkstar do something to her and was going to use her as a threat?!

All questions were answered as Kevin moved away from a changeling he had been wrestling with after punching him in the face. Both Kevin and Ben moved away from their own fights as did everyone else. For in the door frame of that cave, despite the skylight the group could see a faint light coming from within the throne room.

A faint gold light.

“No!” Kevin yelled with anger, Ben’s ears dropped in despair.

Stepping out of the throne room now completely gold, his scales reflecting the light of the afternoon sun, was Darkstar. His entire body had become covered in gold his spikes having a faint touch of red to them.

“Darkstar you bas-”

The dragon let out a roar that silenced Kevin before he could complete his insult.

Opening his eyes and taking in a nice long breath of the air, Darkstar smiled. “Friends” he said to the changelings.

“Return to your queen, she is waiting for you back in the throne room. Oh and please bring our prisoner” he said with a small smirk at the grimace Kevin shot at him.

Every changeling did as they were instructed, Ben catching a glimpse of Satura as she passed giving the group a sneer, before she tossed her head up.

Seconds passed as the group waited the golden dragon staring at them with a wide grin, till Satura and three other changelings returned carrying a weak older dracony who’s coat looked much greyer, and her mane looking more of a faded orange.

“Gwen...?” Kevin said softly pain creeping into his voice. Satura rather roughly dropped Gwen to the ground earning a snarl from Kevin who advanced towards them but stopped when he felt a trembling paw on his hoof.

Dropping to his haunches Kevin took Gwen’s paw in his hoof, holding her trembling paw the stallion brought his muzzle down and gently kissed it.

The weak dracony smiled at him, but just barely.

Ben could feel anger rising in him, he didn’t even need to tell the rest of the group to back up for him to handle this because before he could get a word out, Rainbow Dash landed abruptly on the ground with an angered snort, glaring at the gold dragon.

“How dare you?!” Fluttershy said in rage, tears forming in her eyes once she’d been able to look away at the heartbroken Kevin who was comforting the weakened Gwen.

“What gives you the right to-”

“I need to survive” Darkstar cut in. “It’s as simple as that. If I want to maintain my life I need to do this, it’s the only way.”

“Excuse me to say Darkstar but that is simply a load of buloni” Rook said firmly his own glare meeting the dragon’s confident grin.

“And what are you going to do about it if it is?” he asked snickering, at Discord’s own disapproving stare. “You have no magic, that can face me. And Ben no longer has the omnitrix” he said allowing his eyes to glaze over the flash white stallion before him.

That struck a nerve in the hero, as his stare only darkened. “Darkstar.”

“Tennyson.”

“I’m going to beat you to a pulp” Ben said his forehooves shaking with rage.

“I’d like to see you try” Darkstar stated with another snicker.

But before Ben could make a move, a shout of rage pierced the sky and they saw a steel colored blur fly through the air and land a hard hit on the dragon’s jaw, the sound that came from that hit made the changelings watching from within the throne room and above cringe.

Kevin’s eyes radiated nothing but hate. And Ben caught a glimpse of that look in his eye, the same look he was giving Darkstar.

If Darkstar’s shell didn’t crack he would be safe. If it did. Kevin would kill him.

Kevin continued his assault, hit after hit after hit as he moved on his hind legs like he was a human again, smashing his hooves into the dragon’s hard scales over and over again. Till finally he heard Darkstar laugh.

“Kevin, my old enemy. This is embarrassing” with a snap of his claw a burst of energy exploded within the cave causing a few pieces of rock to fall and the entire stony room to shake. Ben and his team were knocked to the sidelines as was Kevin, and Gwen.

However as the group rose to their hooves or feet once again, Kevin was now in the gold dragon’s claw.

Darkstar stared down at Kevin with a look of pleasure, like he had been waiting for this. Dreaming of it for years, since he lost his looks, his home, his status, his everything.

“I’m going to enjoy this Kevin. You know, Gwen couldn’t stop thinking about you the entire time she was enslaved” he said. Kevin stopped squirming and froze, Darkstar’s grin widened.

“She didn’t say it sure but I know she was thinking about you, and now that she knows you’re here Ben” he said looking at the wobbling stallion. “I think she can rest a bit easier now. To bad you’re too late.”

Kevin threw a hoof into Darkstar’s face with enough force that the dragon actually felt it that time, dropping the stallion in a daze.

“Discord! Now, you’re magic!” Kevin shouted as he felt Darkstar’s magic pull him towards the gold claw waiting to deliver its blow.

Discord wasted no time. Snapping his lion paw the dragon’s golden magic was sucked out of him and slowly all the magic he had stolen from Gwen, returned to her.

“W-W-What’s happening?!” he said trying to suck the magic back in, but it only escaped his grasp and flowed into the restoring Gwen’s body.

“Oh nothing” Discord said with a smile. “I’m just restoring what you took to my friend is all” he said with a wave of his claw. “Nothing more nothing less.”

Everypony watched as the dragon’s golden shield began to crack and break, disappearing into the air as all the magic left his body and flowed into Gwen once more. The dracony’s coat returning to it’s aero color, and her paws regaining the amethyst touch.

Soon enough Gwen was slowly rising to her hooves only to be quickly embraced by Kevin who was grinning madly at her confused expression.

Darkstar’s scales had now returned to their ruby red color, much to the dragon’s chagrin. “Levin!” he snarled. “How the hell did you know?!”

“Easy, when you’re girlfriend practices magic every now and then you pick up on the fact that to maintain the type of spell you were using on this entire area which was about a three mile radius, required some serious concentration” Kevin said as Gwen turned her glare on the dragon.

“All I needed to do was break your concentration” he replied with a grin.

Darkstar backed up to the throne room as the group of heroes began approaching him. “Stay back!” he said fear and anger, but mostly the latter creeping into his voice. “Stay the hell back!”

“Or what?!” Dash asked defiantly.

“Or this” said a soft cold voice, instantly the group of heroes were knocked back with a barrage of dark green magic. Darkstar stepping aside, watched as the Queen of deceit herself stepped forward. Queen Chrysalis.

“Ohh, Cadence” she said with a smile. “How's Shining doing?” she asked with a coy grin.

“Just fine” the alicorn said from the ground, through gritted teeth. “No thanks to you.”

“I’m so glad I could help” the queen said honestly. Glancing over at Darkstar the queen gave him a disappointed look.

“I see you failed.”

“I would have beaten them!”

Chrysalis rolled her eyes in annoyance. “Of course you would” before the dragon could defy her again the changeling queen stomped a hoof on the ground, and instantly four changelings stepped forward.

Cadence got up, her horn glowing as she glared daggers at the mare that had tried to ruin her perfect day.

“Still sour about the wedding dear?” Chrysalis asked with a smile.

“You locked me in a abandoned mine!”

“We all have our little tantrums before our weddings you were just collateral” Chrysalis stated earning an angered screech from the princess of love.

“You’re not getting away from us Darkstar” Ben stated. “We have you surrounded, and you don’t have enough magic to teleport an entire colony out of here!”

The dragon snickered.

“He doesn’t” Chrysalis said with a grin. “But I do.”

Cadence gasped, while the rest of the group stared in shock. “How?” she asked. “You have anyone to love you unless-” the alicorn’s face dropped to a dull expression when she glanced over at Darkstar.

“That’s right” Chrysalis said with a grin. “He’s infatuated with me, may not be love, but it’s good enough” she said with a sneer, as her horn glowed.

“Stop her!” Rook shouted, breaking into a gallop, Kevin, Ben and Rainbow Dash rushing right behind him as they prepared to charge the queen, knocking back the guards as they made their way towards her.

Darkstar however clapped his hands and out sprouted vines entangling the heroes before they could even reach the queen.

“Well Cadence, it’s been fun seeing you. We really should meet again sometime, now if you’ll excuse me I have a new home I need to find for my subjects” and with that a large blast of green light exploded in the room forcing the heroes to shield their eyes as it enveloped their enemies.

Ben was the first to open his eyes and see that Darkstar and all the changelings along with their queen had vanished.

“Damn it!” he said slamming a hoof into the ground in frustration as the vines lowered him back to the ground.

A paw touching his shoulder caused him to look up and see Gwen smiling at him.

Sighing Ben got up to his hooves and hugged his cousin. “Hey dweeb.”

“Hey doofus” she said with her weak smile. “You alright?”

He nodded. “You?”

Gwen nodded, Kevin moving over to offer her some support.

Rook came back from the throne room with a disappointed look. “No sign or trace that they pulled a fast one on us and flew out. I am...sorry Ben.”

Walking up to his partner Ben patted the down looking Revonnahgander on the shoulder. “I’m not. I’m glad you came, if it hadn’t been for you being here we probably wouldn’t have gotten this for” he paused a look of regret crossing his face.

“Hey listen Rook I-” the zebra placed a hoof on Ben’s shoulder shaking his head. “I understand do not worry.”

Ben nodded, leting a small smile work it’s way on his face. Fluttershy spoke up next drawing everyone’s attention to her.

“So what do we do now?”

Ben sighed. “I guess we’ll head back to Ponyville. You coming Princess?”

Cadence nodded. “Wouldn’t miss it for the world.”

So with Discord’s aid the group flew out of BadLands and got back to Dodge City within a couple of minutes. By then it was late night and the group was feeling tired and not really up to the task of walking all the way back to the town at night.

“Guess we’ll get a place here for the night” Dash said.

Everyone agreed and took up lodgings in a different hotel than the one they had stayed in last time. Apparently half the inhabitants of the city new about the changelings and were fine with them so some of the citizens weren’t to happy about their allies leaving so suddenly.

Ben however ignored all complaints as he and everyone got rooms that were nearby each other, only one thought now on his mind as he climbed into his bed.

What were the others doing back in Ponyville?

Chapter 12

Chapter 12: Say hello to the Clown

“Why do you look so sad? Cmon over here and let me put a smile on that face.”

“I wonder what they’re reaction will be when they see us” Cadence said with a smile as the group neared the town of Ponyville.

“I’m sure they’ll be really happy to see us, especially since we haven’t been able to contact them in so long” Fluttershy said.

“I am also looking forward to meeting Princess Twilight. Cadence has told me much about her as well as the adventures you and her friends have went on.”

Fluttershy smiled, a slight blush touching her cheeks. “I’m sure everypony in Ponyville will be happy to see another zebra around.”

“Well it looks like they got most of the town fixed up after Natani’s incident” Ben said as they got closer.

Walking a bit quicker so they could meet the town members the group entered Ponyville only to see the ponies of the town roaming around, looking bereft of color and cheer. And strangely to their surprise all the ponies they passed didn’t even lift a head up to say hi, smile or even wave at them.

They all just looked so sad. And the few that actually were smiling, laughed.

Discord floated over to a random mare and watched her move slowly past him, her head held high, as she held a creepy grin on her face, chuckling here and there mumbling words of incoherence.

Tapping her on the shoulder Discord expected a surprised reaction, but instead. The mare burst out laughing, fell to the ground on her back and clutched her sides like Discord was the funniest thing she’d seen on the planet.

For a few seconds Discord didn’t know what to do but stare in confusion at the mare before he teleported and reappeared by the groups side. His eyes scanning every pony carefully. Till finally he spoke up.

“Something is definitely wrong here. I do enjoy a good laugh, but I’m getting nothing but senses of dark magic here.”

“What do you think could have caused this?” Cadence asked as she watched a pony whose head was hung quite low and looking sad walked by them.

“I don’t know” Ben said, his eyes moving towards Twilight’s castle. “But whatever happened here, let’s hope Twilight and the others weren’t affected.”

And with that the hero kicked his forehooves into the air before galloping off in the direction of the crystalline castle. His friends and cousin following right on his tail.

What the heck happened here?

Location: Los Angeles, California
Time: ???

The city where the party never ends lay in ruin. Just as Bellwood the heroes of this town did what they could to stop the iron beast, but all fell to his power, and now the great being with sapphire green eyes that glowed in the darkness that surrounded him, made his way towards a certain building.

Every step Count Down took, seemed to shake the very earth, every step informing his next target that he was coming. That he was here, and that no matter where this target ran, he would always find them.

Count Down’s massive form shrunk to that of a more human size, and as he stopped in front of the building, lighting struck illuminating what he had left behind him in his wake.

The bodies of thousands lay either injured, unconscious, or simply unable to move. Some being Plumbers, others being Plumber kids and very few being citizens. It did not matter, they would all soon be dead anyway.

Grabbing the door handle and opening it, the being entered into the building staring at the lobby. He proceeded to walk through the Plumber base in silence, all lights were off and the only thing that illuminated his way were those green eyes.

He stopped, hearing movement. Then turned behind him to see a single plumber officer pointing a plasma rifle at him.

“Freeze scumbag!” the battered man ordered. He had a small cut near his temple and was bleeding just a bit, aside from that he simply looked dirty with no other injuries visible.

Count Down stared at the human in silence, then turned his back to him. He had no time for whelps that would be a waste of his precious resources.

“I said freeze scum!” A warning shot was fired, it soared past the golden striped armor of Count Down’s head before he looked at the wall that had just been vaporized. Turning his attention back to the man, he looked at him, his sapphire green eyes narrowing.

“You are willing to die to protect these criminals?” the voices asked.

“I’m willing to die to stop you!” the Plumber officer yelled.

Silence.

Then Count Down took a step towards the man.

“I said freeze! I will shoot and you will die!”

Another step was taken, some of the debris that had been knocked around during his fight with the earlier entourage having made it’s way under his foot, giving an audible crunch as the armor clad heel dug itself into the masonry on the ground.

“I warned you!” The Plumber pulled the trigger.

BAM! BAM! BAM! BAM!

Shot after shot after shot after shot, was fired into the body of the giant interstellar, being. Each hit allowing smoke to rise off his armor, just barely slapping him around as the loads were unloaded, Count Down counted a total of 42 bullets being emptied into his body of plutonic based ectoplasmic acid rounds being fired.

Till finally the Plumber stopped firing, squinting his eyes to see through the smoke.

Nothing happened. The smoke still surrounded the spot where the interstellar being had been, but the fact that the thought of him being dead, was a good enough reason for the Plumber to relax, leaning his back against the door and slowly slide down it to fall to the ground his gun still in his hands.

“Well done.” The dominant voice of Count Down boomed over the others. “You have shown me that you are very brave, foolish yet brave. I suppose it is common in all humans is it not. Ben Tennyson was brave till the end, and so are you the Plumbers. I guess it is a common trait with your species, or at least some of them.”

The Plumber reached for his gun only to have it sail into the air away from him, as those sapphire green eyes left the smoke that they had pierced through to look at him the Plumber remained strong, not crumbling to a heap like some of his comrades had done when they were ordered to defend this tower with their lives.

Count Down now stood above him, then he heard a click, his eyes glanced over to something in the man’s hand.

A lvl 1 Plumber tech hand-grenade. Not strong enough to even put a scratch on his armor, but definitely strong enough to kill this man at this range.

Sapphire green eyes, met the pale red eyes that stared at him in silence, accepting his fate, as he gripped the weapon to him. The sound of the device activating its detonation sequence, as the man tightened his grip on the device, showed Count Down this human was serious.

A faint grin passed the man’s face as he looked in the face of death. “See you in hell.”

BOOM!

Everything froze. Count Down stared at the human who now held the fractured explosive power of the device in his hand.

If he allowed time to continue. The man would die, and then he could simply go up to the very top of this building and secure what he wanted.

So he did, this instead.

Moving towards the frozen human whose eyes were shut, teeth gritted as he felt the thing in his hand waiting to slam it’s power into him Count Down grabbed the grenade that was ready to explode, and crushed. The explosion in his hand died with a faint burst of steam before he turned to look at the frozen form of the human, still waiting to die.

A few seconds passed and the massive being continued to stare at the Plumber who had basically just sacrificed himself for others.

“Humans are such fickle creatures” the voices said, before he turned around and unfroze time. He heard the man gasp, touching his body, making sure he hadn’t lost the hand that held the grenade only to find everything still intact. He’d went..unharmed.

A voice made Count Down stop as he approached the elevator that would take him to the top.

“Wait!” the man shouted. He was now standing a few feet away from Count Down, sweat running down his face, like he had been in the shower recently.

“Why did you save my life?!” the man asked with anger. “Why are you doing this?! What is your goal here damn it!”

Count Down’s eyes gave the man a stare that silenced him before he could say more. “I did not save your life” Count Down instructed.

“I prolonged it for my own gain, but if you truly wish to die so much” a chain appeared in his left hand, before a vulpimancer appeared out of thin air, trying to claw at the human before it before Count Down’s chain caused it to reel back..

“Then so be it” the eyes glowed. The man stood back, staring at the interstellar being that had just saved his life, and was now threatening to kill him if it’s what he wanted. Moving over to grab his plasma rifle, his eyes never leaving Count Down, the human knew when he’d been beat.

“You’re a strange alien you know that?”

“And your race is the strangest of them all” Count Down said. He released the vulpimancer before turning his back to the sound of rifle fire, and screams of rage from both sides. Stepping inside Count Down watched heartlessly as the man he had just saved, was now wrestling the vulpimancer beast with the enhanced strength he had gained from his father’s side of the family.

For a brief moment, Count Down and the Plumber’s eyes met. Then the doors shut, before he heard more gunfire and yells of rage.

“It is done.” The voices said with finality.

Stepping out of the elevator Count Down moved past the Plumber cells towards a specific one. Plumber Cell 4136, he snapped his fingers and the being that had been locked in the cell disappeared.

The person in front of him now, was a decrepit clown. A pitiable being, who gave up his humanity for the sake of “sick jokes.”

“Zombozo” the voices said.

“Your majesty”, the clown bowed with a sick grin. “It’s always a pleasure to see the one who took down my greatest enemy.”

“The feeling is not mutual mortal.”

“Oh but it is” Zombozo said from underneath his hat, his eye glaring from destroyed hair on his head. “In fact, allow my friends to give you a little show.”

Zombozo backed away, and out came the three musketeers. Acid Breath, Frightwig and Thumbskull.

Frightwig tied Count Down’s arms and legs, pulling to keep them in place. Thumbskull made sure he had a firm hold on the still slightly large fellows arms, and Acid Breath released acid from his mouth.

The breath touched the armor, and immediately the two circus freaks holding him steady shoved him straight into it.

Count Down’s voices let out a pained howl, that shook the very room as he let the acid breath cover his armored body.

The trio laughed while they watched the interstellar being breath in the acidic breath, that cascaded around his body before he fell to the ground, trembling in what they could only assume was pain.

Zombozo laughed joining his comrades. “Well well well, looks like our interstellar being isn’t invincible after all.” The clown said leaning in to lift the head up of Count Down.

“Go on guys teach him a lesson.”

And so they did, pounding on the interstellar being and breathing acid on him as Count Down only howled in more pain and anguish doing nothing to stop them. Minutes passed, and not a drop of blood or anything of the sort could be seen coming from the being, so Zombozo stopped them. His curiosity reaching its peak.

“Strange. You don’t seem to be bleeding, but you sure do seem to feel pain. How does it feel Mr. Incredible? What do you say to all those claims that you are impervious to anything?” Zombozo asked leaning in to the pained look that radiated from those...not so green eyes?

“I never said I was invincible” the voice of Count Down said behind them. “I merely said that you were all to weak.”

Before any of the trio could turn to retaliate Count Down swung his arm, knocking Frightwig clearly across a few tables and chairs, before he turned towards the charging Thumbskull who he grabbed by the throat and slammed him through the ground.

Lifting his armored foot, Count Down slammed it into the muscle head hearing a pleasant crack come from the ribs as he imbedded Thumbskull into the very tiled ground itself. Then he smelled the acidic breath.

Turning to face who was behind him he saw the ugly mug of the being called “Acid Breath” staring at him with a confident smile, as he breathed his foul stench into the mask.

“No matter how strong you are. You need to breath, and that’s what’s going to kill-” Count Down shoved a finger on the freak’s lips silencing him, then to show him how foolish the dirty mouth human was being he sucked in the foul stench of his breath and breathed it out for him to see.

Frightwig, who was barely conscious saw this before passing out, Thumbskull who heard Acid Breath whimper, simply gave up- his body sore from the weight applied to his ribs.

“One more thing” Cout Down said. “Have you ever heard of the human thing called “breath mints?”” Acid Breath nodded. “Good, use them.” Tossing him like a javelin over to Frightwig he watched the bald man slam into his teammate before he turned to face the now surprised Zombozo.

“B-But how? How could you” he paused turning to see that the Count Down behind him they had been beating on was still on the ground. Zombozo took the mask off the weaker Count Down, and stared in horror at what he saw.

His own face, although much more bruised now, worse than the decrepit state it already was in staring back at him,

The clown shook with rage, before the real Count Down grabbed him and picked him up, turning him to face him.

“You like making jokes correct filth?”

The clown nodded.

“Good. Then you are of use to me after all” the monotoned voice said. Snapping his fingers the two teleported out of the room, leaving the broken bodies of the Circus Freak Trio behind them.

Location: Equestria, Ponyville.
Time: 12:30 pm. - Day 4

Ben burst into the common room of Twilight Sparkle looking around only to see that all the lights were dimmed.

Soon enough the flash white stallion heard the steps of his comrades coming in his direction. “Do you see her?” Rainbow Dash called as she floated in.

“No!” Ben said as he galloped over to the library only to see nothing at all.

“We need to split up!” Gwen said, and so that’s what they did. Covering the castle and checking all the areas on the first floor before moving to the second floor with Ben leading his team.

Then he heard it. Laughter, coming from Twilight’s room. The laugh was so bereft of joy or happiness, felt so dry and seemed so disturbing in this dim looking castle with no lights on save for the sunlight that came through the windows that it sent a chill up Fluttershy’s spine.

Everyone crowded the door. Discord, stayed watching everyone’s back making sure no one could get the jump on them.

Three...two...one” Ben whispered before he kicked the door off it’s hinges with his front hoof. Rushing into the room, only to see darkness and here laughter coming from the farther corner side of the room.

Gwen lit the way, moving her paw slowly in the direction of the laughing figure. Cadence pushed by the others taking a step towards the figure when Gwen stopped at the shaking figure of it’s lower half. The lower half of a dragon.

Illuminating the entire room, everyone watched with bemusement as Spike, leaned against the wall. Laughing, tears rolling down his cheeks, as he clutched his sides. Cadence’s eyes widened with concern as she moved towards her adoptive brother-in-law.

“Spike?” she said gently. The dragon’s laughter quieted. Slowly drawing to chuckles and giggles. “Spike what happened? Why does Ponyville looks so...so bland?”

Fluttershy and Rainbow Dash moved towards their still laughing friend now looks of concern written all over their faces. Even Discord left his position, teleported into the room and stared silently at the laughing dragon.

“Spike” Ben said softly moving towards the shaking dragon who was still chuckling, the tears from the pain of his sides slowly falling down his cheeks.

Fluttershy lifted the dragon and gently nestled him in her embrace, Rainbow Dash and Cadence both looking on at Twilight’s number one assistant with the utmost concern.

“Spike” Ben said again, this time the dragon responded by looking at him. He was still chuckling weakly, like laughing gas had been used on him and he just couldn’t stop.

“Spike, what happened here? What happened after we left?”

The entire group stared in silence, as Spike slowly quieted down for a second. Opening his mouth like he was about to say something important. But he pursed his lips, trembling, as he fought the horrible urge that wanted him to laugh more.

Just barely they were able to catch the words that the baby dragon bravely managed to sputter, before he flew into another fit.

“P-P-...” he bit his lip. “P-Pinkie’s...go to Pinkie’s! Pfffft! HAHAHAHAHA!” he threw into another fit of laughter clutching his sides as Fluttershy tightened her embrace around him, as he shook with every laugh.

Ben’s eyes watched with a feeling of both pain and sorrow as the baby dragon continued to laugh, clutching his sides as he knew pain was going through him. Looking back at Kevin and Gwen, he could see the dracony had buried her face in Kevin’s mane, unable to watch the pitiful display before them. Kevin kept a strong hoof, gently stroking Gwen as he looked at Ben with anger in his eyes, by what they were seeing. Rook was also staring with a pained expression on his face as he watched this display.

“Here Fluttershy” Discord said. “Let me take him.”

The mare hesitated, but the kindness she could see in the draconequus’ eyes made her comply before she gave the laughing, Spike who now drew in long breaths to breathe was met in Discord’s mismatched hands.

Sitting Spike on Twilight’s bed Discord stared at his friend , who was still crying and now drawing in long heavy breaths for air. Raising his fist Discord, clenched his lion paw and gave a swift strike to the dragon’s face. Knocking him out.

Immediately getting pushed into the wall, Rainbow Dash snarled at Discord with a rage, only to be yanked away by Cadence’s magic which she thrashed and struggled against.

“Discord you dirty little-” Rook’s whistle silenced Dash for a moment as he drew the entire group’s attention to him.

“What he did was right” the Revonnahgander stated.

“What do you mean?” Fluttershy said tears falling down her face as she lifted the unconscious Spike to her side.

“Yes what do you mean?” Cadence said as she struggled to keep her tears and rage under control. Dash had stopped struggling and was now glaring daggers at the draconequus.

“Had he not knocked the dragon out and we had taken him with us. Whatever affected the town, could come after us. Or even worse he could have died.”

Silence filled the room at this proclamation, every eye now on the sound asleep Spike who was no longer laughing. At least for now.

“But surely, he could have done it in a better fashion” Gwen said, frowning. “I mea that punch was-”

“It was the fastest method. Besides you all saw how his chest heaved in and out as he sat on the bed. He would have died from lack of oxygen. Who knows how long he’s been like this till we found him.”

More silence, Dash seemed to have calmed down as Discord silently lifted himself off the ground, and away from the wall his face remaining impassive, as he stared at the cyan pegasus who’s glare slowly receded into a normal stare.

“Sorry for trying to attack you” Dash mumbled. “It’s just-”

“I know Rainbow Dash” Discord said his eyes now on Spike. “I know.”

A few more seconds of silence passed and Cadence released Dash from her frozen stasis. Kevin turned his back to the group heading back down the stairs where they’d came.

“Well, let’s get going. If we wanna make sure the rest of your friends are alright I suggest we go to this Pinkie’s place before we’re too late” Kevin said, moving down the steps.

The group nodded and one by one the each left the room, Fluttershy now carrying the sleeping Spike on her back.

Ben allowed Kevin Rainbow Dash to take the lead as the lead them towards Sugarcube Corner.

I hope nothing else bad happens.

Location: Bellwood, Ruins of Plumber Base
Time:???

Having returned to the ruined city Count Down dropped Zombozo to the ground like a rock. The clown bounced comedically on his rear and stood on his two feet staring at the massive form of the powerful being whose sapphire eyes stared back at him.

“What if I make you a deal?”

Lightning struck, from the dark red clouds above, making the massive figures appearance appear even more menacing despite him being the same size as a human now.

“I refuse” the voices responded.

“What if-” This time lightning struck the ground inches away from where the clown stood, causing him to jump back in terror.

“I said” Count Down’s myriad of voices growing heavy in their monotoned state. “I refuse” with finality in his voice.

Zombozo smiled politely and nodded, his deteriorated head. “Y-Yes sir.”

With a wave of his hand, a portal appeared, a few feet before the two. And just as said portal appeared Zombozo took cover, as a ball of fire was sent hurtling past him, and the armored being.

“Looks like we’ve got company” Zombozo said from the safety of the giant building debris he hid behind.

Count Down turned to see a pyronite walking towards him, with a Plumber badge on his chest. Shaking his head, the being clapped both his hands and instantly the pyronite was thrown back by a burst of power slamming into him and throwing the alien into one of the already ruined buildings.

Count Down turned his attention back to the clown who was trying to escape. An invisible force wrapping itself around him before he was dragged back to Count Down’s side.

“I’ll ask you one more time” Count Down’s dominant voice said. “Do you like seeing people laugh? I know of your history. I know of what Ben Tennyson took from you as you and your circus folk traveling the world bringing laughter all around.

“And I know that you’ve lost it all ever since your encounters with the hero.”

“Your point is?” Zombozo said with a twisted scowl, his one good eye staring at the armored being that held him in his psychic grip.

“My point is I am giving you a chance to go and have your last meal. Or die here and now as my shield.”

Zombozo somehow managing to rub his chin despite both hands being held to his side, he nodded a grin forming on his face. “I’ll take the former” he said with an all too chipper smile.

“Good answer.” Swatting a giant fireball away as if it were nothing, Count Down turned his back to the portal and telekinetically threw the zombie-like clown into it, as the clown sailed to through the air towards it, he heard him say.

“It’s always a pleasure doing business with a wonderful client!”

Then the portal consumed Zombozo, before closing and fading out of existence. Count Down now stood face to face with the Pyronite glaring at him, three other Pyronites joining the fight as well.

Count Down shook his head in disapproval. “Honestly. If you are going to fight, come up with a better plan than frontal assault. At least the idiot clown and his pathetic lackey were able to come up with better attack plan.”

A fireball hit him in the face.

Count Down shrugged it off, his sapphire eyes glowing as he stared at the alien that threw it at him. “As you wish.” he said raising some of the debris behind him. “It’s your funeral.”

Location: Ponyville, Sugarcube Corner.
Time: 12:52 pm.

The group had now made it to Sugarcube Corner, and as they passed through the town Ben, Gwen and Kevin took note of how some were happy laughing and chuckling. While others were sad.

Rainbow Dash kicked the door to the Cake’s bakery shop open and flew in. “Pinkie! Mr & Mrs. Cake?! Pound? Pumpkin?!”

There was a sound upstairs, and the group froze. Quickly rushing up to the source of noise the group barged into Pinkie’s room only to see Applejack, Rarity, Twilight and Pinkie Pie staring at the ceiling like the very meaning of life had just been revealed to them.

Ben, Kevin and Gwen entered leaving the others to gawk at their friends with worry. Fluttershy was looking at Spike to make sure he was alright and wasn’t laughing anymore.

Gwen and Kevin inspected Twilight and Rarity. Cadence, Fluttershy, and Dash inspected Applejack.

Rook, Ben and Discord moved on to Pinkie Pie who was staring morosely out at the window.

“Hey Pinkie...” Ben said silently. The mare turned, looked at him and then looked out the window like he wasn’t even there.

“Hey Ben” she said, her voice sounding hoarse like she’d been laughing or crying all day.

Ben felt a knot tighten in his stomach. Rook moved over to the mare smiling at her kindly. “Hello there. I am Rook, and the Princess has told me quite a bit about you.”

Pinkie looked over to Rook, then stared at him in silence for a few seconds. The silence made things awkward till he saw her lips trembling, turning into a muffled sound as the mare fought the urge to laugh.

“What’s so funny now Pinkie, I’d like in on it also” Discord said trying to diffuse the confusion the zebra now had on his face.

Then something strange happened.

All four mares burst out into laughter, pounding their hooves into the ground in fits of uncontrollable laughter. Each group began doing their best to try and calm the mares down as tears began to fill their eyes.

Ben watched in horror as Rook and Discord struggled to keep Pinkie from leaping out the window with her erratic laughter following her, as they held her up so Ben could talk to her.

Clearing his throat, Ben moved towards her. The mare’s once rich looking bubblegum coat now appeared faded just like all the others of this town. All that had been affected by whatever hit the town since they were away.

“Pinkie” Ben said sternly, lifting a hoof so the struggling mare would remained focused on him. “What. Happened. Here?”

Instantly Twilight, AJ and Rarity all went silent. The only thing being heard now were the “pffts” and muffled sounds of them trying to contain their glee.

A few seconds passed and the pink mare still did not answer the question.

“What happened here Twilight?” a worried Cadence said, tears once again stinging her eyes.

The mare refused to speak however pointing to Pinkie instead.

“Pinkie” Ben said when he got the worried look from the alicorn. “What happened when we left? Answer me!”

Then he heard it.

“A-A-A...”

Ben nodded goading her to go on. “A cl-cl-cl” she stuttered trying to get the words out.

“Spit it out!” Kevin yelled.

“A clown!” she yelled. “ A clown came here and gave us a show! A-And it was the saddest, funniest thing we-we’ve ever seen!” she said in a giant exhale of breath before inhaling deeply, wheezing then falling to the ground out of Discord and Rook’s grasp, laughing with the others once more.

Ben watched each mare’s face laugh and laugh, tears streaming down all four mares. Cadence watched with a confused terror stricken look. Discord didn’t know what to make of it. Fluttershy trembled and Rainbow Dash couldn’t even look at her friends at this very moment.

But the four heroes knew. The four heroes now knew who the pink mare was talking about.

“Count Down sent him here” Rook said anger shaking his voice.

Gwen and Kevin scowled as they saw the four mares continue to laugh.

“But why?” Kevin asked. “Why send him?”

“Why not?” Gwen chided. “To slow us down, to slow Ben down.”

The four heroes looked at their friends as Cadence put a sleeping spell on the four mares before turning her attention to Ben.

“What do we do now Ben?” she said as tears began to fall from her eyes.

“We can’t leave them like this forever. We have to do something.We have to-” Cadence sniffed before the tears began to flow from her eyes, Rook moved over and gently patted Cadence offering his shoulder as she cried. The alicorn of love had put up a brave front the entire trip but her heart couldn’t take this mess before her.

Ben looked off into the distance, then turned his attention back to the others. A mixture of conviction, determination, anger and a desire to help his friends all mixed into on shooting out of his eyes.

“We find Zombozo, and make him fix this.”

Chapter 13

Chapter 13: Questions & Answers

“Tell us what we need to know”

Location: Ponyville, Sugarcube Corner.
Time: 2:43 p.m.- Day 4

It’d been almost two hours since Ben and the group returned from their battle with Darkstar the previous day before. And now returning back home expecting a happy welcome Ben and friends are greatly disturbed to see that everypony in the town is acting strange.

Investigation was done. And they found Spike, Twilight’s assistant and adoptive brother, laughing uncontrollably and in serious pain holding both sides as they entered her pitch dark room. Thanks to Discord though the poor kid didn’t have to suffer much more. Spike still hadn’t woken up from Discord’s punch.

Note to self never tick him off. Now here we are at Sugarcube Corner, finding the rest of the group thanks to Spike’s brave input only to see them in a depressive yet creepily happy state.

“This is all just so wrong” Ben said, now pacing the living room of Sugarcube Corner. “Zombozo’s powers have never been this strong. What on earth is going on here?” Ben asked with concern and frustration.

Kevin, Rook and Gwen were sitting by the side of their friend, watching him go through constant pacing sessions just to calm himself. At this very moment Rainbow Dash, Fluttershy, Cadence and Discord were watching the others upstairs making sure they literally didn’t laugh themselves to death.

“Perhaps his powers have gotten stronger since coming here. This world does contain magic, more so than our own. And from what I’ve learned from Cadence it seems emotions play a major role in this world’s life.”

Ben stopped, taking in what Rook had just said. “That...that’s true.” Thoughts of what the group of mares had told him about themselves when he awoke came rushing back. How they were each connected to an element that represented a virtue or type of emotion in some way.

“Actually that does make sense” Gwen said with a paw to her chin. The two stallions and zebra looked at her, waiting for her to continue. She did.

“When I was imprisoned with Darkstar and the Changeling Queen Chrysalis I noticed how she seemed to get stronger off his infatuation with her. At first I thought it was just a trick, just for him to spite me but, I noticed with time that she really did look like she was getting stronger by feeding off his emotion of infatuation.”

“Wait wait wait” Kevin interjected. “You’re telling me that they weren’t using some kind of spell to drain these peop- ponies of their power, but were actually feeding off love?” he said voicing his skepticism.

“Kevin” Gwen said gently. “Look at us, I’m a draconequus or a half-breed as Discord put it, you and Ben are stallion’s and Rooks a zebra. With everything we go through is that really so hard to believe?”

The steel stallion grumbled his approval. “No.”

“But that still doesn’t explain how he was able to affect the whole town by himself in such a short notice” Rook said. “Chrysalis and her people herself according to Gwen, weren’t able to take over all of Dodge City till Darkstar joined the fray.”

“I know” Ben stated. “The circus. If Pinkie told us that a clown came to town, then it’s obvious that Zombozo must have used a circus to reel everyone into his trap. That’s how he did it eight years ago. Remember Gwen?”

She shivered, a sour look on her face. “How could I forget.”

“So that’s it then, all we need to do is find a creepy looking clown around here and kick his butt before he can get any stronger.”

“Wait” Ben said a hoof now rubbing his chin. “There’s still something that bugs me about all this. Eight years ago when I first encountered Zombozo and he used his trick I wasn’t affected because I wasn’t there. But when I checked on Gwen and Grandpa, they were laughing just like this before going into a sad state.” He looked up. “This is completely different.”

Gwen raised a brow. “How is this any different?”

“Think about it” Ben said looking at the three before him. “First time we encountered, he fed off of people’s happiness. People would still laugh strangely enough for odd reasons, but then later they’d become sad that was it. No in between. And look at Ponyville, we’re finding a mixture of both sad, creepily fake happy, or a mixture of both like with Pinkie, Applejack, Twilight and Rarity’s case.”

“What’s your point Tennyson?”

“My point is that Zombozo’s powers are two times more amplified than they were before he got here. And that’s just what he used as an appetizer. Rook you remember how he tried to feed off people’s fears the time we fought him right?” The Revonnahgander nodded. “And since we all changed from our original forms before coming here we have no idea what he looks like, or what he could even be at this very moment. Let alone where. We need to get some info first before we dive head in.”

Rook grinned after a few seconds of silence before smacking Ben’s shoulder with his hoof. “I see you have finally taken my advice and decided to use your head more.”

Kevin and Gwen chuckled, while Ben rolled his eyes at the statement, but a voice clearing itself from upstairs killed the small moment instantly as they looked up to see Cadence looking at them in silence.

“Hate to interrupt this merry moment. But...it’s the Cakes, they’re missing. And so are their kids.”

Rainbow Dash, Fluttershy, Cadence, Discord, Rook, Ben, Gwen, and Kevin all stood in the common room of the Cake’s in front of the register, where orders were payed. While Ben, Kevin, Rook and Gwen talked the other four had made sure the mares upstairs had fallen asleep, and with Discord’s help they would be somewhat back to their regular selves in a few hours. Or at the very least they would not be laughing incessantly as much.

“What do you mean the Cake’s are missing?” Kevin asked, tapping his hind leg against the ground with agitation. “They didn’t leave a note or anything?”

“No, if they did then they wouldn’t be missing would they?!” Dash asked with annoyance. Kevin and Dash glared at each other for a moment, before Gwen’s pink aura dragged the stallion back, fixing him a stare as Cadence did the same to Rainbow.

“Quit fighting you two” Gwen scolded. “We don’t have time for this.”

“She’s right” Ben stated. “Every second we waste is another second Zombozo gets to do what he wants. There’s no time for arguments. Either you two settle your differences now so we can get back to work. Or you shut it so we can find the Cake’s” Ben said sternly.

Kevin and Dash sighed simultaneously. “Right. Sorry” Kevin said. “It’s just, the tensions are high you know?”

“Yeah. Yeah I know.”

Ben’s expression relaxed. “I know. We’re all stressed, but right now we need to focus.”

Rook turned his attention to Cadence and Discord. “Did you try asking Pinkie Pie and the others where the Cake’s went?”

Discord simply shook his head as the alicorn replied, “We couldn’t. We had to make sure they relaxed and fell asleep before anything else. It was only after we knocked them out did we recall the Cake’s.”

“Ooh, this is horrible. Why would this pony do all this?” Fluttershy said.

“For all we know he may not even be a pony. He could be anything, heck he could even still be himself for crying out loud. But if Pinkie and the others are asleep how do we figure out where they went?”

Silence ensued for a few seconds before Gwen let out a shout that surprised everyone.

“What’s wrong Gwen?” Fluttershy asked with concern, her ears wilted.

“No, nothing’s wrong. Everything just got better.” The confused looks everyone in the room gave her made her roll her eyes. “Look just get me something that belongs to the Cake’s. A piece of clothing, anything along those lines that are personal and they’ve touched could be useful.”

Ben and Kevin’s eyes lit up at her statement. “Of course, you’re mana tracking ability!” Kevin exclaimed.

“Quick, get anything you remember the Cake’s using the previous day before. Hurry!” Ben ordered.

With a salute from Fluttershy, Dash, Cadence and Discord the four scattered to gather the recommended supplies. It took only a matter of minutes for Dash to return, with one of Mr. Cake’s hat’s, and Discord to return with Mrs.Cake’s apron, Fluttershy and Cadence made it back with the bibs of the twins.

“Great” Gwen said with a nod at the items. “Lay them on the ground and I’ll see what I can get.”

And so they did. The hat, the apron, and the twins bib were placed in front of Gwen who then sat on her haunches and focused on them while Ben and the others stood back.

Seconds passed and Gwen hadn’t moved a muscle, her eyes shut, and every second passed made Rainbow Dash feel a bit more impatient.

“What is she d-”

Kevin clamped his hoof over her mouth, which shut her up instantly but not before she gave an annoyed grunt. Ben turned his attention away from the two and stared at Gwen whose hair had now begun to float and wave like the wind was playing with it, despite the lack of any wind in the room.

Then the objects rose into the air, each surrounded by pink aura, as they began floating around Gwen, circling her slowly before picking up the pace till the objects were just a blur that spun around the dracony.

A second later Gwen opened her eyes instantly, both eyes radiating a pink glow as the objects instantaneously stopped their movement freezing around her.

Blinking, her eyes returned back to normal as she looked at her friends a smile crossing her face. “Found them. Cmon follow me” she said dropping back to all fours and heading towards the door, with all four objects following behind her.

Ben grinned while Cadence, Fluttershy, and Rainbow looked on in awe. “You heard her let’s go.”

“I’ll stay here” Discord said. “I’ll keep an eye on the others in case anything else happens. I can at least get them to pass out again if they start one of their laughing fits.”

Cadence and the two other pegasi shook their heads to get out of their stupor. “I’ll stay with Discord.” Fluttershy said with a small smile. Turning to Dash she nudged her. “Go on.”

“But-”

Fluttershy placed a hoof on Dash’s chest with an encouraging smile. “Don’t worry. Discord and I will make sure nothing happens to them. Go on, they could use your speed if they get in a sticky situation.”

Dash looked reluctant, but after a few seconds she complied, giving Fluttershy and quick hug and then hoof bumping Discord. “Be careful you two.”

Fluttershy nodded and Discord grinned. “We will” he said with reassurance.

Ben looked at Cadence who was holding a somewhat mixed look of staying and going. “And what about you Cadence? You want to come with us. We’ll need someone to bring the Cake’s back so you can come and help Fluttershy and Discord later.”

Cadence bit her lip then turned her attention to the stairs where her sister-in-law, brother-in-law and friends were still asleep.

Gwen was now outside Sugarcube Corner waiting with Kevin, till his voice called for them to hurry up. “The distance is starting to grow guys we may have to track them again at this rate so hurry!”

Ben turned his attention back to Cadence, Rook was by his side now with Dash looking at Cadence with patience.

“Choose now princess, we can’t wait much longer” Ben advised.

Cadence took one more look back at the stairs then towards the door. The choice of worrying about her friends and their safety was starting to weigh on her. Spike’s almost near death experience still fresh in her mind. That is till she felt a hoof on her shoulder and looked forward.

Rook smiled empathetically with her. “Don’t worry. We’ll find them and have Dash send them back.”

Cadence smiled, then hugged Rook. “Thank you” she whispered to the two, before following Discord and Fluttershy upstairs.

With that done the three headed outside to see Kevin waiting for them with an annoyed look on his face. “What did you get a snack while you were in there or something?”

Ben rolled his eyes. “Look-”

“Now’s not the time guys” Gwen reprimanded the objects were still floating around her. “I can sense them about a football field away, we need to get moving now. I think they’re on the move.”

Ben nodded. “Lead the way.”

Gwen lead the way through the languid streets of Ponyville, Kevin and Ben taking either side of the dracony while Rook covered the back as she walked while Dash hovered above the group of four keeping watch.

“Are we any closer?” Dash asked. Despite it being sunny the city’s gloomy state and the ponies either gloomily walking by or chuckling creepily as they passed made it rather difficult to locate their targets.

“Yeah, just a couple more feet away” Gwen reassured.

Dash nodded, shoving the worry deep within her.

“Wait” Gwen said stopping. The entire troop froze. From the distance they could hear something. It was far off but the sound was clear as the sky above them.

Crying.

Gwen took off immediately in the direction of the sound, Ben, Rook, Kevin and Dash following after the aero dracony.

The sound was growing closer and closer as they passed by the almost zombie like equines that blocked their way, Kevin occasionally shoving a few out of his way as they galloped after the quick moving dracony. Gwen turned a corner, and they followed.

Upon turning the corner the group’s eyes were met with the sight, of Mr. Cake lifting Pumpkin Cake up and gently swaying the baby unicorn in his arms, trying to calm her.

Gwen saw the look in his eyes and it made her almost want to look away. It was as if all the life in him had been snuffed out, any form of happiness, joy, or inner peace gone, nonexistent even. His eyes were practically void of everything but sadness as he rocked his own child back and forth in his forehooves trying to calm the crying unicorn.

Dash had slowly floated down beside the older stallion who had begun to grow a stubble. Her ears wilted at his appearance, and the crying unicorn in his arms.

“Mr. Cake?” she said, speaking with confidence Ben and the others knew was starting to slip away.

The stallion looked up at Rainbow Dash, and for a second a light returned to his eyes, but was immediately snuffed out. He smiled at her weakly, remembering how Dash was a Sugarcube Corner, regular customer.

“Hello Rainbow Dash” he said weakly, trying to speak over the piercing cries of his daughter.

Dash would have said more but Ben tapped her shoulder, when she looked back he pointed a few spaces away from the father and his weeping daughter towards the mother who simply lay on her back, staring at the sky with her son resting on top of her.

Dash looked between the two Cake’s and their foals. Bit her trembling lip, spread her wings and floated over to Mrs. Cake, she would prefer to see what is wrong with them instead then continue to listen to the heart wrenching screech of the female foal.

Rook followed after, Kevin accompanying the zebra as well.

While the three attended to the languish mother and son, Ben and Gwen focused on the father and his sorrow filled child.

“Here” Gwen said, offering her wolf paws to the stallion. Mr. Cake tensed and backed away a bit from the paws, bringing his daughter closer to him ignoring her screams as they increased, as well as ignoring the pain it was starting to cause in his ear.

He shook his head, his eyes once again void of anything aside from pity, and sadness.

“Mr. Cake” Ben said gently, the stallion looked at him and it made him fight back a cringe, when he saw the look in his eyes. “Mr. Cake, she’s my cousin. It’s complicated but trust me. Gwen will take care of your daughter” Ben reassured with a gentle touch to the stallion’s shoulder.

Pumpkin’s screams were getting louder, so now he held the unicorn at a distance than before, but still looked hesitant.

“Gwen, could you please do something about that kid’s screaming” Kevin asked from his position as he helped the cerulean mare up to her hooves. Rook held the depressed Pound Cake rocking him gently in his hooves while Rainbow looked on with a sad look.

“Right, just one sec. Here Mr.Cake I promise I won’t hurt your daughter.”

It took three seconds before the stallion complied, handing the screaming child over to Gwen, in turn doing so the foal’s screams got quieter till eventually it was just a whimper. Gwen smiled at the whimpering foal, holding her close to her chest and rocking her gently.

Ben smiled weakly at the image, then hardened his expression as he turned back to the hunched over stallion.

“Mr. Cake could you-” the amber colored stallion got up and trotted over to his wife who was now sitting on her haunches as Kevin asked her if she was alright. She didn’t reply, but upon seeing her husband the mare moved over to him, sat by his side and nuzzled him gently.

She looked just as depressed and less colorful than the last time Ben could remember he had seen her.

It had quieted down now, considerably so since the foal causing all the noise was now just whimpering in Gwen’s arms.

Rook offered Pound Cake to Rainbow Dash who sat beside him, and though hesitant the mare took the pegasus in her arms, offering him a small smile when she saw the sad look in his own eyes.

“Ben, we should ask them” Rook said.

“I know but-” the twins had begun to whimper simultaneously. Kevin looked at Dash and Gwen.

“What’s happening? I thought they were calmer now?” Gwen didn’t know what to say the unicorn filly in her arms, squirming now as her whimpers turned into loud crying then eventually wails, as her brother merely accented upon it with his own.

“What’s happening?!” Ben asked covering his ears.

Mr. and Mrs. Cake both got to their hooves, and with that same depressed look in their eyes took their foals, ignoring their screams into the day.

Then something happened. Something Ben and the others hadn’t expected to happen.

You see at the moment the group was behind a store. A bread bakery actually and around the corner of the bakery where the heroes had emerged, was a about eight to twelve ponies who were either cackling to themselves creepily or sauntering around with low held heads.

These ponies now moved towards the wails of the children as if it were a song that attracted them to it.

Rook’s eyes widened in alarm as he saw the group coming towards them, like zombies to a feast and instantly he fired a shot in front of the oncoming ponies that exploded upon contact with the ground and sent the group tumbling back or to the sides of the building.

“Rook?!” Dash yelled in shock and anger. “What are you doing?!”

“Yeah not cool man” Kevin said with as much agitation.

“It’s the foals” Rook said as he quickly moved to Gwen’s side and whispered something into her ear.

“Quickly, give us the foals” Rook said to the parents. The two began to back away, only for their kids to be taken from them, by Gwen’s magic. Both still wailing in a way that it seemed to pierce the very heavens as it echoed throughout the town.

“Hurry Gwen!” Rook stated as he moved to counter the oncoming cackling earth ponies.

Ben was confused, he couldn’t tell what was going on at this exact moment. Everything seemed to be going so fast. The town, his friends, the missing Cakes, and now this?

He looked up to see a hysterically laughing pegasus spread it’s wings and fly towards him but get knocked down by the Rainbow Dash, who head headbutted the pegasus into the bakery.

“Nice save” Ben called.

She flashed him a quick grin before hearing more hysterical laughter coming her way and taking off, with three pegasi after her. Rainbow Dash took off into the sky easily evading them.

Ben turned his attention back to the ground, Gwen had both her paws up and was trying to focus on the two foals as their wails seemed to grow louder and louder, something Ben knew for sure shouldn’t be possible. He could see Rook defending the dracony as he easily countered the depressed/hysterical, strong strikes of the earth ponies trying to advance towards the two foals.

Then it clicked.

“The foals. They’re attracting attention!” Ben whispered. Spinning on his hoof he saw Kevin trying to restrain the two parents who were now fighting him to get to their children, and from the sudden change of depression to hysterical look in their eye Ben wasn’t sure what they’d do since they clearly weren’t in their right state of mind anymore.

The two parents drove their hooves into Kevin’s gut, making him wince before Mrs. Cake tackled him to the ground. Carrot Cake broke through galloping towards Gwen, as he now aimed for her.

Ben tackled the amber baker into the ground, quickly getting to his hind legs and using his shoulder as a spear when Carrot Cake jumped to cover the distance. The two fell to the ground, with Ben struggling to keep the strong stallion pinned down while Gwen finished what she was doing.

“Any time now Gwen!” Ben stated as Mr.Cake attempted to slam his hoof into Ben’s muzzle only to miss by a mere inch.

“It’s not easy when there’s this much noise!” she spat with some venom. Then a pink dome covered the group, slowly enveloping the entire proximity so as to prevent any more noise from escaping.

No doubt the two twins cries had most likely attracted more than half the town, but if she could just finish this sleeping spell she could complete it and knock out the two children and the ones in here as well.

Rainbow Dash floated back down, managing to slip in under the dome quickly and leave her pursuers slamming into the dome behind her.

A tapping came from outside the dome seconds later. Several ponies all around of different races were now banging their hoofs into the pink glass like dome, with all their force. Cracks began to form, and at this rate the dome would fail and collapse.

“Gwen!” Rook, Ben, Kevin and Dash shouted together.

“Zekr el naptus!” she chanted the spell complete. And just in time to, as the dome shattered. The two twins floating in the air, suspended by Gwen’s magic immediately fell silent with the sleeping spell hitting them. The spell bouncing off them and hitting the group of earth ponies Rook had been fighting, and then hitting the other group of equines now advancing towards the pair of heroes.

Several thuds later, everything was silent as Ben, Kevin, Rook, Dash and Gwen rejoined each other’s side. The parents of the two foals returning from their frenzy and looking up with mixed looks of confusion and fear.

“W-What happened?” Mrs.Cake asked, the depressive look returning.

“Don’t worry” Ben said. “You didn’t do anything, besides it wasn’t your fault.”

Mr. and Mrs. Cake looked at each other, both frowning. “We’re sorry if we caused you any trouble, it’s just. We don’t feel right is all. We’re not sure why” he said wrapping a foreleg around his wife.

“It’s alright” Kevin said. “Like we said, not your fault.”

“We’ll make the guy who did this pay. Don’t worry” Dash said. Ben and the rest of the group nodded.

Mr. Cake stepped forward leaving his wife’s side and seeing the two foals in Gwen’s paws. “A-Are they-?”

“They’re fine” she said with a small smile. “Sleeping is all. Just like the rest” her tail waved over to the group of pegasi, earth ponies and unicorns that were asleep.

“But who’d have thought Zombozo would pull a dirty trap like that?” Kevin said genuinely surprised. “I knew the guy was nuts but, using kids?” he said with a grimace. “That’s disgusting.”

“Agreed Kevin” Rook said, getting a good look at all the sleeping bodies. “Should we leave them like this?”

“I think it’d be best for now” Dash said.

“Mr.Cake” Ben said turning his attention to the stallion as he stared at his two sleeping foals. He looked up at Ben. “Can you tell us what happened to the clown after the circus came to an end?”

“The clown...” Mr. Cake said placing a hoof on his head. “I...” he winced. “I think he said he was going to Canterlot.”

“What?!” Dash exclaimed. Quickly turning to Ben, the flash white stallion could see the look of rage and concern on her face. “If he goes there then the princesses-- if he can do this much in a day or even a few hours to a town.”

“Then who knows what he could do to the very capital of the nation” Rook finished, a feeling of graveness entering his voice. The zebra looked up at Ben, “Ben.”

Ben nodded. “We’re going to Canterlot.”

“Good, I’d love to beat some sense into-” Kevin held his hoof up and waved it in disapproval. Dash’s ears wilted.

“What?” she asked.

“You’re not coming.” Kevin said as he helped Gwen return the foals to the parents.

The look of rage Dash was about to throw at the group was snuffed out by Kevin’s glare. “You’re not going. That’s final.”

Dash’s rage returned. “How come?! This is my town, my home, my friends. I and anypony else here in this town has as much right as you all to kick Zombozo’s butt.”

Ben shook his head. “No. We need you and the others here to protect the rest, and make sure things don’t go awry while we’re gone. Plus you need to escort these guys and their kids back to Sugarcube Corner. If they go unattended something like this could happen again.”

“But-”

“Dash, go” he said with finality.

Rainbow Dash frowned, a defeated look of fury forming on her face. Then her ears perked up as an idea came to her. “Wait! You guys don’t know where Canterlot is. You need a tour guide.”

“We’ll improvise” Kevin said.

Dash gawked.

“Wait” Gwen said “We do need help. So why not just have her show us the way, and send her back to help the others? I mean if we get lost we’re of no help.”

A few seconds passed before Ben sighed. “Fine” Dash pumped a hoof in the air. “But you go back once you show us how to get there.”

She grinned. “Alright.” Turning to the Cakes Dash helped the two bakers and their kids, leading the way towards Sugarcube Corner, where Discord, Fluttershy and Cadence were waiting.

“Thanks for coming for us” Mrs. Cake said with a weak smile.

“No problem” Dash said still smiling. “We’ll get you home safely don’t you worry.”

And then I’ll help them beat up Zombozo.

Chapter 14

Canterlot

“The capital”

Location: Canterlot; Luna’s Tower
Time: 6:52 p.m.-Day 4

The lunar princess looked out on the horizon, gazing upon her home, her subjects and her town with a watchful eye as the sun cast it’s slowly decreasing light upon the ponies of Canterlot.

And as usual before getting ready to raise the moon as her sister raised the sun, Luna would spend most of her time if not getting more acquainted with the customs of this new world then she would spend her time sleeping or playing video games. It had been a few minutes now since she awoke to stare out into the vastness that was this nation and it gave her a rather calm and relaxing feeling, whenever she gazed out around this time of day.

Luna sighed, before rising from her haunches and making her way towards her eclipse decorated door. It was time for her to see what her sister was up to before the two began their daily duty.

Opening the door and closing it as she left her room, Luna made her way through the spiral staircase, down the corridor and out of her tower.

Then a thought occurred to her as she made her way past the royal guards, nodding to each one in approval on a job well done. I haven’t heard from that pony and his friend in a while. But this thought was soon settled by her recollection of her sister stating that their niece Cadence would be joining the group with another friend.

It was reassuring that the two would have some support, as dragon’s aren’t generally the easiest of creatures to defeat. And though she wished she could have accompanied the two and Discord on their journey, the princess had her own duties to take care of; guarding the night.

“Luna” a voice said from above, landing beside her, tall, proud, and demurely was her older sister. Princess Celestia. Luna smiled at her elder sister, the two walking towards the castle doors, after passing the guards that had encompassed the lunar princess’s tower.

“So sister has Twilight Sparkle and her friends, sent word of this Ben fellow, and company’s return?”

Celestia shook her head. “Not yet. I’m beginning to worry dear sister. It is not like my student to not send me a letter if something had went wrong. And even if something didn’t she still would have sent word by now if the group had not yet returned.”

Luna merely rolled her eyes playfully at her older sister, the senior of the two smiling a bit at her sister’s reaction to her concerns. “Do not worry sister. If something indeed bad has happened then I will be sure to send guards to investigate, later tonight.”

“Thank you Luna” Celestia said with a smile.

The two had now entered the throne room, and both took their seats on their thrones, taking a few seconds of silence to simply enjoy the peace before Luna voiced something that had been on her mind.

“Sister, you say this Ben fellow. He seems to not show fear in the face of danger?”

Celestia chuckled a bit, lifting a hoof to stifle the laugh when she glanced over at the curiosity clearly displayed on Luna’s face.

“Yes Luna. He’s one of the few stallion’s I’ve seen aside from the Apple family the members of our guard, and Twilight and her friends that seems confident even in the face of danger. I’d have to say even more so than anypony I’ve ever met.”

This seemed to really catch Luna’s interest, as she now gave her sister her undivided attention. “Really?” the white alicorn nodded with a smile. “Interesting” Luna said.

“I’ll say” Celestia said. “Natani, didn’t even scare him despite her massive size.”

“Natani? You mean the Ursa Major?” Celestia nodded, the look of interest on her sister’s face only amusing her even more.

“That reminds me. You mentioned another stallion and draconequus. Have you heard from them since Cadence joined their fray?”

Luna’s piqued look vanished as she recalled Gwen and Kevin. “I had heard that they had reached Dodge City safely. But aside from this I do not know of much save for the last letter she sent, being her and a friend had reached Dodge City and made contact with the group and a few others.”

“Hm. Strange. I wonder who this friend of hers is.”

“I suppose we’ll find out eventually dear sister” Luna looked outside seeing the sun still at its horizon she rose from her seat to look at the time. It read 7:02 p.m.

Celestia rose as well a small smile touching her face. “I suppose we lost track of time. Come, let us go.” Both sisters left the throne room, went out to the castle main grounds, then spread their wings heading in the separate directions of their twin towers.

The sun that now only showed a few rays of light over the horizon, slowly ceased into the shadows, and as the massive star left a satellite soon took over the atmosphere. Bringing with it the luminescent glow that bathed the city of Canterlot with the rest of the world.

Celestia’s horn ceased glowing once the sun had completely vanished. Nodding her departure to her younger sister as she turned around, left the veranda and moved inside to her sleeping chambers.

A light gold aura soon encased her crown. Slowly lifting it off her head the princess of day moved it to her dresser, along with her royal necklace.

Once both regal jewels had been removed she stretched, hearing a few pops as she loosened her joints a bit. It had been another long day and the princess was glad she’d be able to get some rest tonight. Especially since two nights before she had not slept, spending most of her time helping Twilight and the others rebuild the city, before taking her leave the very late into the night.

With a rather pleasant yawn, Celestia moved to her bathing quarters to shower and wash all the stresses away with a relaxing bath. Turning the knob connected to the faucet on she allowed the tub to fill with warm water, her horn glowing a bit as she had her own favorite soaps in the mix before it all bubbled up pleasantly wafting their air with it’s tropical scents.

The princess removed her golden shoes, before placing a hoof in the water, chills running up her as the warmth provided relief from another hard day’s work.

Sliding into the tub as the water rose, Celestia slid deeper and deeper into the tub till it had reached up to her chin, a sigh of utter bliss escaping her lips as she closed her eyes and relaxed.

“It’s always nice to have a good soak before bed” she said to herself with a warm smile.

However, the princess had never expected a reply to her statement in return.

“I’m sure, it is” said a raspy voice.

Celestia’s eyes immediately narrowed and scanned the bathroom. No signs of life of any form filling the room. She did not let this go so easily though as she spent the rest of her time in the bath carefully watching for signs of an attack.

Minutes passed and Celestia walked out of the bathroom, mist from her hot bath, cascading out to her bedroom as she thoroughly dried herself.

Getting in bed now dry, clean and feeling sleepy the mare, slid into the safety of her bed. Allowing sleep to take it’s toll but not dropping her guard in case something did happen, while she slept lightly.

A few seconds of silence was all she needed. Then she was out like a light.

Luna smiled at her work. She had arranged the stars in the night sky perfectly for all to see and was once again proud of a job well done. The moon casting it’s heavenly light upon some of the sleeping members of her town.

With a nod of her head at the satisfaction of a job well done Luna spread her wings, ready to take off into the skies. She still had orders to give out her bat ponies.

However before the lunar princess took flight she took one more glance at the town. And what she saw, shook her to her very core deeply with concern.

The city of Canterlot lay in ruins.

Buildings overturned, collapsed, ruined, decrepit from either the destruction that was brought upon it or from possible years of abandonment.

Luna couldn’t believe her eyes. What is this nonsense? The town was fine just a few seconds ago. She blinked her now burning eyes having been staring for too long, only to see that the fare city, was fine.

She stared off in confusion, unsure of what she had just seen.

Strange. Her wings having gone slightly limp at her side, once more rose erect before the princess took off into the sky, where she would find Silent Screech and have her and three guards head to Ponyville and bring up a report.

She was starting to get a bad feeling about this.

*** ***** ***

Celestia dreamed peacefully. Seeing her allies, her sister and her friends all happy filled the mare with an inner happiness that she felt was limitless.

It was simply bliss.

The princess was enjoying all the merriment that went about, watching with silent joy as her friends conversed. Till Pinkie said something that caught her attention.

“Oh yeah we should all go to the circus that’s coming to town!” she said, bouncing with glee. Celestia merely smiled at the mares exuberant nature.

“Princess!” the pink mare said bouncing towards Celestia. “You should come with us as well.”

Celestia was about to refuse kindly, but upon catching the pleading look of her friends and even her sister Luna, she complied with a chuckle. “Alright my little ponies. I’ll come. Lead the way” she said rising to her hooves, and in the process earning a cheer from everypony else.

Exiting the bakery store they had been in, called the Sweet & Tasty Treat store, the group moved through the streets of Canterlot only to see a traffic of ponies were heading in the same direction as her. Towards the circus music that played throughout the town.

The crowd moved quickly, most likely because the two rulers of their nation were there and in a matter of minutes the group had reached the large tent, Pinkie and the others all excited which Celestia in all honesty had to understand.

They hadn’t had a circus in Canterlot for years. She herself was looking forward to this rare treat.

Taking their seats at the very top of the row. The group would be able to get a good view of everything that occurred from above. Soon enough the circus was full, filled with ponies who had taken some time out of their day to get some entertainment in before they had to go back to their duties.

Luna whispered to her sister. “I am most excited for this, it has been quite awhile since we’ve had this.” Celestia nodded her agreement. “As am I Luna, as am I.”

Whispers and murmurs filled the air as all the lights, that seemed to be floating in the air dimmed, filling the entire canvas with darkness.

“Ladies and gentlemen!” a clear slightly raspy voice said. “Fillies, colts, mares and stallions of all ages! I welcome you to The Stakeout! Where you will all” the lights illuminated focusing solely on one single spot. A being dressed in an overcoat torn at the sleeves, had on a buttoned up shirt with stripes and a tie along with khaki’s, stood enamored by the glow that drew all eyes on him at the very center of the arena.

“Where you will all have yourselves, a splendid time” the clear voice of the slightly decrepit being said.

Celestia’s eyes narrowed at the emphasis on those words. But she soon payed it no mind as the tricks began.

Pegasi performed tricks, flips and moves that Celestia didn’t think were possible. Earth ponies lifted things several times their weight that should have been beyond their normal enhanced strength. Unicorns performed spells that amazed everypony in the crowd, Celestia and Luna both watching on in awe. Even a few animals from the Everfree like manticores, cockatrice, Ursa Minors and more made appearances that at first terrified the crowd but were soon reassured with the hilarious tricks the animals performed.

It was astounding.

The being that stood at the very back watching all his employees do their tricks all for the laughing clients, who would sometimes scream in terror only to be quelled by more laughs, gazed upon all his new clients with a smile. A warm smile, a pleasant smile. An ominous smile.

Celestia enjoyed everything greatly. Watching the heavily cloaked begin moving once more to the center of the stage as all the tricks came to a close.

Then the being raised it’s hand, well more like fin with claws that had gloves on them.

“Did you all like that?!” he said with a happy smile, a glint in his one good eye.

“ENCORE! ENCORE! ENCORE! ENCORE! ENCORE!” Pinkie and Dash yelled, the crowd soon chanting the very same words, stomping for an encore. Celestia, even found herself stomping for more along with her sister and friends.

The being with the top hat revealed a toothy smile. Throwing his arms up into the air he said “Then let’s give you one more good show!”

Fireworks shot out into the air, exploding all around. Bedazzling the sky and throwing everyone’s attention upwards as different pictures were dispersed into the air with each firework.

Celestia watched with amusement. This had been the first circus she’d seen pass through that displayed so much attention in entertaining its guests. It was very pleasant.

Eventually the fireworks died and the lights once again set their sights on the ring leader. Everyone was excited, overjoyed and filled with adrenaline by all the members of the circus act. As the spotlights followed the ringleader who made his presence advent, the ponies all clapped in their seats, some whooping, others cheering or whistling.

“Thank you, thank you” said the raspy voice. All lights went back on in the circus. “But I really couldn’t have done it without my little friends. Guys, come on out here!”

The crowd quieted down as they watched all the performers, and the animals that participated walk out from behind the curtains.

The being in the top hat smiled once more when his team had lined up beside him, they all bowed following his lead and when done the cheers continued. Celestia joining in herself.

“Wonderful” Celestia said raising a forehoof for silence. Everypony in the room eventually quieting down. “That was splendid. Probably the best performance I’ve ever seen” she said with a smile as the being tipped the top hat respectively.

“Please sir what is your name?” she asked.

The being looked up with his one good eye staring directly at the princess before smiling. “Name’s Zombozo your highness.” The lights in the room flickered on and off when he stated his name.

“And I’m here to make your night a little more interesting.” Zombozo snapped his claw, and instantly the cheery and friendly faces of all the circus members with him went from kind, to savage beasts with looks of murder.

Then the lights went out, the screams of all the equines dying seconds later after the lights died. Then seconds passed before the lights were turned back on bringing with it a dark silence.

The tent was empty. Not a single pegasus, unicorn, filly, or any other equine being in the entire room save for Celestia herself. Celestia looked to her side, only to see her sister had vanished also. Her eyes narrowed in rage.

“Zombozo!” she bellowed in the royal voice. A voice that shook the entire tent as it boomed and echoed throughout the empty space. “Cease your actions at once and return my people, my student and her friends and my sister! At once!” she ordered with a stomp.

Nothing happened for a few seconds. Celestia’s annoyance by this farce only growing as a laugh soon echoed into the tent, pounding her eardrums as it drowned out her order.

“Oh I just love you little things. I haven’t been here long and I already know this is going to be” he chuckled. “Very very fun.”

The lights turned off. Celestia was surrounded by darkness only till her horn glowed shining a bright light around her.

Looking around the princess could not see the location of the owner to the voice, but she didn’t have to look far. Straight ahead Zombozo stood, smiling at her with his twisted smile two rows down.

Celestia couldn’t help but feel anger at the sense of seeing the being find this all to be some sort of game. So she brought him towards her with her magic gripping him tightly by the collar.

“Where are they? Where is my sister and everypony else?” she asked with a calm stern tone.

Zombozo merely chuckled, his mutant penguin form grinning at the mare in front of him. Snapping his claw Celestia felt something wrap around her legs, before slowly wrapping around her body and yank her to the ground . Her focus was demolished, releasing the humanoid penguin mutant that was close to her height.

“Ha haha. They’re not here that’s for sure.” His smile disappeared. “But don’t worry, just like you and your sister.” He wrapped a claw around her face, then leaned in, his beak just inches away from her muzzle before he continued. “You’ll all be enjoying a show of laughter and fear soon enough.”

The two locked eyes. Magenta vs the black pupils staring back at her. “Oh and one more thing.” Zombozo said a smile taking over his decrepit face.

“Don’t let the bedbugs bite.”

Celestia’s gasped, jumping out of her bed her horn glowing ready to send off a powerful shot of magic on the beast, only for her to see the darkness of her room.

It took a few seconds for her to calm herself and realize it had just been a dream. A very vivid dream.

Celestia looked outside. The moon was still out and hadn’t seemed to have lowered at all. She checked the time, it read 10 p.m. Sighing the princess got back in bed, pondering what she had just dreamed of.

Her brows furrowed at the deep level of darkness the being had been able to thrust upon her. Especially when all of her subjects and allies had disappeared. It sent a chill up her spine.

Rising from her bed Celestia decided she should meet Luna and tell her about this. Perhaps her sister had experienced something similar and was coming to her right now. With a glow of her horn, the alicorn donned her crown and the royal necklace. Opening the door to her balcony before taking off in search of her sister.

Luna had sent Silent Screech and three other bat ponies to check on Ponyville and its inhabitants. An hour or two had passed and she still hadn’t heard word from the guards. It was anything but unsettling.

“It should not take this long for them to return. A trip to the city by air should take half an hour, one by train forty-five minutes. What is taking them so long?” she asked the air pacing around in frustration.

The mare took another quick glance at the city. It was fine.

Luna frowned.

What was I seeing before? Luna asked herself.

The thought of her hallucinating hadn’t even crossed her mind.. There was no reason for her to be doing such a thing when she had gotten more than 9 hours of rest and plenty of food. She was fine, not weary or tired. She had no reason to hallucinate from fatigue either, since she’d been up since 7 p.m. And there was something else. A strange feeling she’d felt when she saw the city of Canterlot in shambles.

“I’m absolutely sure of it. It must be here somewhere” she muttered staring out on to the streets of Canterlot in silence.

“Luna” a voice called from above. The dark alicorn looked up,to see her sister approaching her. “Luna, I’m afraid I have bad news.”

“As do I sister.”

“I’m assuming you have felt a dark force as well?” Celestia asked landing beside her sister. Luna nodded. “A strong dark presence, indeed. The likes of which I’ve never sensed before.”

“I see. It appears we are in a tight spot” Celestia said a pregnant silence exchanged between the the two before she spoke again. “Has any word been made to Twilight and the others?” Luna shook her head. “I’m afraid not.”

Celestia frowned. “How long has it been since you dispatched your troops?”

“An hour at most. If Twilight and the others were fine then they should have sent word through Spike by now. If not then we can only assume they’re either not there, or things are far worse than I thought” Luna said gravely.

Celestia remained silent for a few seconds before spreading her wings once more. “Let’s gather the guards. I’ll have Solar Lexus gather the royal guards. We’re protecting Canterlot with everything we’ve got against this thing.”

And so the two sisters took off. Luna sending word to her bat ponies and unicorns under the lunar guard and Celestia sending word through her commander of the Solar Imperials.

It had taken nearly half an hour for both princesses to gather all their commanding officers or at least most of them.

“Everyone, except Starside is here your highnesses” Solar Lexus stated after making sure all officers were present.

“We’ll have to fill him up later” Luna stated. “Let us begin.”

Captain Starside gallopped through the streets of Canterlot, making with haste towards the castle. The batpony would have just flown but he was relatively close to the castle having just ended his shift and making his way home when he got the message through sonic reception.

The batpony quickened his pace as he made his way through the empty castle corridors towards the castle’s courtyard where he had been informed everypony would be.

He made a sharp turn past a closed door, the corridor that lead to the courtyard just a few feet away, but Starside stopped. His ears picking something up.

“What is- Is that music?” he thought. Turning towards the door the batpony, moved and opened the sound fully hitting him.

Turning on the light the batpony saw nothing but a small device, it’s knob slowly turning. So he waited with anxiety, the uneasiness settling in with every second till finally, it stopped.

Nothing happened.

Starside scowled, annoyed by the fact he’d wasted time on something so lame. “Tch, what a stupid joke.” He turned around still scowling at the music box till he bumped into a tall figure.

“Oh I’m sorry I-” he froze. His eyes widening as he stared at the decrepit penguin. The creature parted his lips in a smile, revealing his toothy grin.

“Hello there good sir” the being in the top hat said. “Name’s Zombozo. Let me ask you a question. Do you like” he leaned in closer to the slightly disturbed batpony’s face. “Do you like clowns?”

Starside shook his head immediately forcing himself to return from his stupor.

“You don’t?” Zombozo asked, a slightly depressive note touching his voice.

“No, no! I do it’s just um...what are you?” Starside asked, getting back to his hooves.

Zombozo’s smile disappeared as he pondered the question. “Hmmm” he clucked, smacking his lips together before making an exasperated noise with them.

Then an idea popped into his head, as he took a step towards the guard. “I suppose you could say I’m a penguin.” He took another step, Starside seemed to sense something wasn’t right so he took a step back.

“I see, well if you’ll excuse me.”

“Oh yes of course” Zombozo said with a smile. “My apologies if I delayed you for your meeting” he said with a smile. Starside simply nodded and took a step towards the exit, but froze when something clicked in his brain.

“Wait...how did you know there was a meeting? The message was sent out a few moments ago.” He spun in place only to find nobody there.

Starside stared at the empty space the rather tall penguin had been before shaking his head. “I’ve got to stop drinking cider after work.” He turned but bumped into something falling on his butt.

Looking up his yellow eyes staring at the red haired penguin, Starside knew for sure that this being was not a friendly. His eyes narrowed glaring at the being. “Who are you?”

“I told you” Zombozo said still smiling. “I’m a penguin, but I’m also a clown. And well let’s just say your town and all your inhabitants” his friendly smile changed into a smirk. “Are going to feed me for a lifetime.”

Starside snarled then opened his mouth to let out a sonic scream. But was cut off when he felt a boot to chest area, completely knocking the wind out of him.

With a grunt of pain Starside attempted to shout only to have his muzzle firmly shut by Zombozo’s claw. “Shhhh” he whispered into the batpony’s hypersensitive ear.

“Now” Zombozo said his face coming into view with a smile. “Why don’t you go show your friends, just how fun the circus can be?”

Both sisters had finished explaining things to their troops and were now giving orders and directions on what to do.

“Make sure anypony suspicious is brought to us. Do you all understand?!” Luna asked.

“Yes Your Highness!” all the soldiers stated. Luna smiled, “Good, then go.”

All of the troops saluted, before a few took off into the sky. It wasn’t until a few more had left that Celestia noticed a batpony staggering over to them.

“Excuse me. Are you alright?” Celestia asked the pony who stopped and looked at her.

Luna moved over to her sister and immediately recognized the pony. “Starside?” she asked.

“Y-your highness” Starside said weakly before falling forward, and getting caught in Luna’s aura glow as she and her sister quickly moved over to the stallion’s side along with a few other troops.

“What happened to you?” Celestia asked with concern. Starside however didn’t seem to hear her though as he had now begun mumbling things of incoherence.

“Wait” one of the officers said. “Look! What’s happening to his coat?!”

Everyone’s attention now fully focused on the stallion if it hadn’t been on him entirely before. Starside’s coat had begun to lose color. And as he lost all color in his dark coat and gained a more grayish appearance Luna’s grip on the stallion faltered, her magic disappearing around the stallion.

Starside however quickly saved himself, before slowly growing silent and just standing there in front of his princesses and his comrade in arms.

Luna moved forward, “Starside” she said in a hushed manner. “What happened to you?”

The trembling stallion stared at the two princess with fear in his eyes, his fangs bared and his body shaking. “The clown” he whimpered. “He’s here.”

Author's Note

Ok so a few things didn't really go as I planned for this chapter. But I did the best I could with the different editions I added. Originally I had planned on having Zombozo focus his power on Luna, but one thing led to another and I ended up with Celestia. Guess we'll see where the next chapter leads, for now enjoy.

Chapter 15

Chapter 15: The Circus is the Town

“We’re in trouble. Big, big trouble.”

Location: Canterlot; Train Tracks.
Time: 11:32 p.m.-Day 4

The sound of hooves clicking on cement echoed throughout the streets of Canterlot city as the group of five made their way into the town.

It had taken Ben and the others a considerable amount of time to walk from Ponyville to Canterlot, after the group had discovered the train systems weren’t functioning. Most likely because of whatever Zombozo had done he’d made sure to affect any means of transportation as well.

“Definitely smarter than he was on Earth” Kevin grumbled as the group trotted into the empty streets of the capital.

“Well at least we can put a stop to this now that we’re here” Gwen stated.

“Yes but there is one thing that bothers me” Rook stated as they came to a stop for a moment’s rest.

“What’s that?” Ben asked.

“Have you noticed how there is nobody here?” he said, his voice now seeming to echo across the entire emptiness of the city.

Dash landed beside her allies, looking around. “It is pretty late at night. Shouldn’t that be normal?”

“I suppose” Ben said rubbing his chin. “Come on” he said leading the way. “Let’s make sure Zombozo hasn’t had enough time to get his influence on everyone here.”

The group trotted down the dark empty streets for quite some time in silence. None saying a word as they moved, all of them having the sense that if they did say something it would only attract the attention of the now languish possibly brainwashed ponies.

Minutes passed and the group began to finally enter actual town proximity, seeing buildings here and there as they passed. And every building they passed had all it’s lights shut off. Be it a shop, a restaurant or a home, not a single light was on in the room. Not a single one.

A few more minutes passed as the group continued to follow Rainbow Dash who had now taken the lead again, heading in the direction of the castle only for the cyan pegasus to stop rather abruptly staring ahead.

“Dash what is it?” Be asked moving forward to see what she was looking at.

The mare didn’t respond she merely raised a hoof towards a store that based on the giant circle on the very top of it’s roof, was a donut shop.

“A donut store?” Kevin said with interest. “I didn’t think you guys had donuts let alone anything actually good out here” he said moving towards the only building with a light on in the entire vicinity.

“Kevin, don’t you think this is a trap?” Gwen called after the steel stallion. The flick of Kevin’s tail however told everyone that their friend just didn’t give a damn. He was in it for the donuts.

Rook, Dash, and Ben looked at Gwen. After a few seconds of silence and noticing the pleading look in Ben’s eye the dracony sighed in defeat. “Fine, let’s check it out.”

“YES!” Ben said before zooming off after Kevin, leaving the others behind. Gwen merely stood there with a paw over her face, shaking her head in disappoint.

He was doing so well also she thought with another sigh before following her cousin and boyfriend into the shop. Rainbow Dash merely watched the scene unfold with a look of confusion, slightly surprised by the level of immaturity the hero who had claimed to saved billions of lives repeatedly just displayed.

Rook passed by Dash with a small smile on his face as he to shook his head and went into the shop. “Before you ask” he said as Dash followed after regaining her composure. “Yes, he does act like that. In fact, he’s always like that.”

The front door sung with the ding of the bell over it. Dash being the last to enter now saw Gwen watching her cousin and boyfriend gorging themselves on a large plateful of donuts, the pegasus couldn’t help herself but chuckle at Gwen’s more than displeased face.

“Can you guys please focus! We came here to stop a sociopath not to let you two fill up on pastries!” she stated with a frown.

“C’mon Gwen loosen up a bit, we did walk all this way here after all” Ben said with a mouthful of donuts. He swallowed. “Besides even if Zombozo’s powers have grown a bit in power he’s still no match for us.”

“Tennyson’s right Gwen” Kevin stated after lifting his muzzle out of his bowl, sprinkles and frosting all over his lips. “We’ll be fine, all we need to do is find Zombozo. Kick his butt and have him reverse everything back to normal. No biggy.”

“I’m glad you two are so optimistic, but I believe we should really get back to the matter at hand once you finish-” Rook’s nose crinkled a bit in slight disgust by the way his partner and friend were ‘chowing’ down. “We should really get back on the job.”

“Alright alright! Fine, we’ll get back on the job” Ben groaned.

Rook and Gwen smiled. Kevin glanced over to his friend with a curious look in his eye, obviously expecting something else to happen.

He was correct in doing so.

“After we finish our second round of donuts!” Ben said clapping his hooves together in delight.

Both Gwen and Rook just shook their heads, as Rainbow Dash laughed in joviality as the two stallions began to pig out again.

Eventually after a few seconds Dash heard the clopping of hooves as they rounded a corner and came to the register. When she turned, the mare was surprised to see none other than Donut Joe, standing there with a calm expression on his face as he turned to his product display and refilled a pastry shelf.

“Donut Joe?” Dash said in surprise. The stallion turned his head towards the mare and without changing his expression in the slightest cocked a brow.

“Rainbow Dash?” he said with some surprise. “What are you doing out here so late at night. And who are these guys here, do you know ‘em?”

She nodded. “Their my friends, they came to help me with a certain roach infestation here.”

The stallion chuckled, “Well I can assure you there are no roaches in my shop.”

“Don’t worry” she said with a calm wave of her hoof. “Those aren’t the kind of roaches I was talking about.”

“Is that so?” Donut Joe said turning back to his customers as he finished loading up another tray of donuts. “Well whatever you’re looking for I hope you find them soon.”

“Thanks Joe I-” she paused. “...Hey Joe, has your coat always been so pale before?”

At this Ben and the others stopped any form of bickering or eating and looked up at the pegasus confronting the donut shop owner.

“Dash, I’ve got no clue what you’re talking about” the slightly pale amber stallion said. “Now you sirs over there would you like another plate of donuts before I close up for the night?”

“That’s not even a question you need to ask” Ben said with a grin as he licked his lips. “Send them over!”

“Alright then. And just so I can get your names down, what are they?” the stallion asked as he took out a note pad and pencil.

“Ben Tennyson”

“Kevin Levin.”

Instantly almost everything went quiet in the room. Donut Joe froze completely when he heard those names, a slight tension filling the air as the stallion’s muscles relaxed after a few seconds. Writing them down, he nodded. “Ben Tennyson and Kevin Levin huh? Strange names” he said with a half smile, half confused/nervous expression.

“We get that a lot” Ben said with a watchful eye.

“I suppose you would” Donut Joe said his eyes now acknowledging the existence of Gwen and ,Rook for the first time. Slipping his hoof under the counter the stallion stealthily hit a button underneath it. Rook’s ear twitch went unnoticed.

“Well then” he said with a smile. “Here are your donuts” he stated. Lifting a tray of donuts with his tail, walking away from the counter and sliding it on the table, the stallion nodded to the entire group as he trotted around the corner to the back, of the door. “I hope you enjoy it.”

No sooner had the stallion disappeared behind the back door, did chaos immediately ensue.

Batponies came crashing through the windows, accompanied by pegasi. Unicorns immediately teleported into the seats of the pastry establishment, and a group of shadows that Dash could only assume as earth ponies stood their ground guarding the main entrance of the store on all sides.

“We’re surrounded” Gwen sighed. “This is why I never let you guys stop for a snack till the job is done.”

“Agreed” Rook said rather, curtly looking at the two who were still eating, although much slower now.

Dash had now backed up to stand near her friends table, her wings spread with animosity as a few more unicorns teleported into the room and pegasi, bat pony alike flew in through shattered windows. All of them having the same grayish appearance, like the others back in Ponyville.

“So” Dash whispered to Kevin and Ben who were now just finishing the last of their donuts. “What exactly is happening right now?”

“We’re surrounded what else does it look like Skittles?” Kevin said finishing his last donut.

Rainbow Dash not knowing what skittles are simply ignored the statement and directed her question to Gwen who shot Kevin a look before replying.

“Most likely Zombozo’s taken control of the entire city” she muttered as a few more troops flew into the now cramped space.

“But that’s roughly a thousand and four hundred ponies!! There’s no way he could get that many equines under his control that quickly!”

“We did say that his powers could have been increased since coming here. So it only makes sense that his ability would pervade so quickly as well” Rook answered.

“Ben Tennyson, Kevin E Levin, Rook, Gwen Tennyson” stated a batpony with three stars on his armor. “I am Lunar Imperial, Nightwalker. We have been ordered to capture you four for trespassing on capital ground.”

“On what grounds?” Rook asked, stepping forward, only to be greeted by a blast of magical aura inches away from his hooves.

The Revonnahgander looked up at the unicorn that had fired warning shot, his eyes narrowed Rook took in a deep breath and calmed himself. “I will repeat my question again without taking another step.

“On what grounds are we trespassing?”

“Classified information” Nightwalker stated.

“Whose orders?” Gwen questioned rising from her seat.

“Classified information” Nightwalker repeated.

“Hey!” Dash yelled grabbing everyponies attention. “What do you mean classified where are Princess Luna and Princess Celestia?”

“We do not know. We have our orders from a higher power and were instructed not to worry about the princesses.”

“And you believed that hogwash?!” Dash yelled. One of the unicorn’s horns began to glow. Rook quickly held his hoof up to signal the rainbow maned pegasus to calm down.

She took the hint but not before she snorted in anger.

“So, what’s the plan?” Rook asked turning his attention back to the others.

“We could just yield and have them take us to Zombozo” Kevin said wiping his muzzle of the frosting on his lips.

“There’s no way Zombozo would just have us lead to him. The guy unlike some of our past villains actually learns from his mistakes” Gwen stated.

“Good point, then what do we do?”

Shuffling in the far right seat next to them made the group turn their attention to Ben who was now licking his lips of the frosting on them. Raising a hoof and wiping his mouth completely Ben’s eyes glinted with that excited look in his eye, whenever he was ready for a battle.

After leaving the table, Ben now took his position next to Rook, several horns glowed in his direction and one of the pegasi snarled for him to stop. He did as such, a calm look on his face.

“So what happens if we refuse to come quietly?” Ben asked, winking at Rook who took the hint.

Four other unicorns horns glowed.

“Then we use force” Nightwalker stated as he spread his wings.

“Force huh?” Ben said with a slight grin. “You hear that guys?” he said glancing over his shoulder to Gwen, Dash and Kevin. “He’s going to use force. Gwen, he’s going to use force.”

It took a second but Gwen’s confused expression brightened. She nodded.

Turning his attention back to the small platoon, Ben held his confident grin nudging Rook.

“Looks like we got a fight.”

With that the two fell to the ground with a thud, placing their hooves over their heads. Quickly standing up Gwen’s paws glowed in pink mana, before she thrusted both her wolf paws towards the platoon, the mana around her paws growing in size before a second later a blast was sent towards the group right over Rook and Ben’s heads.

Nightwalker, his fellow batponies, three of the pegasi in the room and several unicorns didn’t see the large blast coming till it was too late.

Donut Joe’s pastry store had a large donut sized hole in it once the blast had connected with its targets.

“Do we have any idea of where we are even going?!” Rook shouted as another blast of magical energy soared right past him.

“Not a clue!” Kevin shouted, as he lifted his hoof and knocked a oncoming pegasus out of his way.

“Could we at least try not to injure these guys too much! They’re still citizens of this town and under Zombozo’s control!”

“Gwen, I would love to do what you’re asking right now” Ben said, coming up the rear of his team. “But right now I think we should focus more on running, especially after you literally blew away Nightwalker and three of the other leaders of the Royal and Crescent guard back in that room.”

“Hey you said force. I was just delivering, besides it was the only way to give us the chance to escape!” she retorted.

“Can we please talk about this later!” Rook shouted, as they all turned a corner into an alley. “We need to stay hidden if the entire capital is now on the lookout for us” he muttered.

“I agree with Rook” Dash said landing next to the zebra.

“Dash you know this place better than any of us can’t you-”

“Found them!” said a pegasus from above.

“Damn it!” Ben shouted.

“Let’s go, move it!” Kevin stated taking the lead, Gwen and Dash following him out of the alley and off into the streets. Ben and Rook gave chase a few seconds after taking a second to catch their breath.

“So what’s the plan right now?” Kevin asked once the two had caught up. “Because eventually we’re going to need to face them” he stated, ducking just in time as a blue ray of aura shot past his head.

“If we can make it across town to the castle then we can barricade ourselves in there till we can locate the princesses” Dash stated, her eyes focused on the figures above them.

“Good how far away is the castle?” Gwen asked.

“About ten minutes off.”

“If only I had the omnitrix” Ben muttered, jumping out of the way as a red stream of magic destroyed the very spot he’d been standing on.

“We can worry about that later, right now we need to-” Rook never got to finish his sentence as he was tackled away by an earth pony. Everyone halted as they watched the stallion roll away with their friend, both trading hoofed blows.

“Rook!” Ben yelled.

The clad of iron hoofed shoes was the next sound that echoed across the streets of Canterlot, as Nightwalker and Solar Lexus floated above the heroes, ignoring the fight between the zebra and one of their own soldiers as unicorns stepped forward and surrounded Ben and the others. Blocking them off from any means of reaching the zebra.

“This chase ends now” a slightly dirty Solar Lexus stated solemnly.

“Look we’re just trying to help you guys! Let us through!” Dash ordered.

The beating of wings, followed by four pegasi and three batponies surrounding her was the only answer she got to that statement.

From the shadows Gwen spotted several townsfolk that also had the same grayish or pale color in coat passby. Some looking dispirited and a few strangely laughing. The dracony then surveyed the rest of the surrounding area to see that other ponyfolk were now emerging and passing by, completely ignoring the group like nothing wrong was happening at all.

“This entire town is completely infected. It doesn’t seem like they’re paying us any mind though” she muttered to the others.

“Wait until we break through this small brigade. They’ll be after us like the ponies were after the Cake’s kids” Kevin said with a grimace, as he absorbed the earth below.

A flash of light came in Rook’s last known direction before a loud thud came. Launching up into the air and over the crowd of guards that had surrounded his friends was the perriwinkle zebra landing right beside Ben, his mane a mess and a horseshoe mark on his armor. The Revonnahgander breathed heavily, obviously a look of irritation on his face from how he now stared at the brainwashed guards.

“So” he said after a few more seconds of panting. “What’s the plan?”

“There is no plan” Nightwalker’s voice stated firmly from above. “You all now have two choices. Come with us quietly and become subdued. Or fight, and die.”

The unicorns and earth pony guards that surrounded the group together slammed their hooves into the ground simultaneously pawing the ground in unison. Their metal clad hooves clicking roughly into the dirt.

Ben grimaced, watching his allies now take defensive positions. He knew that they could overpower them, with time. But if they were now going to fight for life, he’d have to weigh in the fact that some of these sentient beings, some of these fathers, husbands, wives, brothers and sisters wouldn’t be coming out of it completely unharmed once they’d gotten to Zombozo.

Worst case scenario his friends get seriously injured in the process.

Ben’s grimace increased as Solar Lexus and Nightwalker stared at the hero, eyes bereft of any emotion save for the will to obey the orders they had been given.

“Your choice Ben” Solar Lexus said gravely.

“Fight and die, or come with us quietly and meet your fate. You decide hero.”

Chapter 16

Chapter 16: Battle Royal

“Let’s end this, once and for all”

“Your choice hero” Solar Lexus stated.

Choices.

“Surrender and face what awaits you. Or fight and die, the decision is yours, Ben.”

How many times had he been forced to make choices, like this? Since he’d gotten the omnitrix was the easiest answer. But even now, now that he didn’t have one of the most powerful devices in the entire universe, Ben was still being forced to make a decision where lives were on the line.

Ben said nothing, the tension high, the air almost suffocating. His eyes shifted to the group of earth ponies and unicorns that surrounded them, then to the pegasi and bat ponies above in the air.

“Tennyson don’t do what I think you’re doing” Kevin said, his eyes staring down a small troop of unicorns, horns aglow on his side. Ready to shoot on command or if the steel stallion that faced them showed a hint of hostility.

“Ben I advise you think carefully about your decision, we are outnumbered and we will be fighting for life. Choose wisely!” Rook advised.

“Rook’s right Ben don’t make any rash decisions, things could get really out of hand if we have no choice but to go all out” Gwen added.

“For once I’m with Kevin and the others on this. We can’t take all these guys, it won’t end well” Dash stated, her eyes maintaining contact with the bat ponies and pegasi surrounding her.

“Well!” Nightwalker called from above. “Make your choice now Ben, do you surrender or-”

“I surrender” Ben stated, trotting forward as his comrades all lowered their defenses, and as the troops all parted ways for Nightwalker and Solar Lexus to see him.

Taking in a deep breath Ben mustered up the will to say the words he had said probably only a few times in his entire life, even less so when the universe was on the line.

“I surrender.”

The sound of clicking hooves was the only thing that could be heard, echoing across the capital as a large group of ponies made their way towards Canterlot castle, their prisoners ahead of them.

The entire slow trip towards the castle was done mostly in silence, Ben and his comrades thinking up of ways to escape or figure out a way to outwit the army now blocking off any form of escape.

“Plans?” Dash whispered to the others as Canterlot castle started coming to view. “Because if we’re going to do something. I suggest we do it now, before we get to the castle.”

“I have an idea” Rook said quietly, all ears perking up to give him their full attention.

“They said that they were ordered not to worry about the princesses correct?” he asked with a glance to Rainbow Dash.

She nodded. “Yes, what about it though?”

“If my assumption is correct then we can assume that Zombozo is currently at this moment attempting to brainwash the diarchy and make them fall under his control, just as he has done with your hometown and the people of this city” Rook explained, increasing his pace a bit when a guard nudged him roughly forward.

“If that’s the case then I have an idea” Kevin said.

“It better not be make a break for it and use force” Gwen warned.

“It’s not” Kevin said defensively, “But it will involve force.”

“What did you have in mind?” Ben asked.

“Simple. You’ve fought Zombozo, you know him probably much better than we do. And even if you don’t have your omnitrix you’ve still got the enhanced strength that these er horses-”

“Ponies” Dash corrected.

“Whatever- You know what he’ll be able to pull out of his wacked up sleeve. So my idea is we stall whoever blocks you from reaching him and finishing the job.”

Ben remained silent, looking up at the castle that was now right in front of them as they passed two guards, guarding the bridge. Kevin had a point. If he went on his own there was a possibility he could defeat Zombozo, but with his increased amount of power and the control he had over these guards and if worse comes to worse the princesses, then he couldn’t leave his friends.

“I-”

“Ben” Gwen said as they stopped in front of the castle doors, two guards opening the large doors with their magic.

Ben looked over to his cousin and saw that light grin she had when she was about to do something surprising. Ben knew that look, he nodded a faint smile crossing his face. Raising a hoof up he extended it towards Gwen who bumped her clenched wolf paw at the hoof.

“Good luck dweeb” she said with a small grin.

“Same to you doofus.” Ben pawed the ground with his right hind leg, Rook joining his side. “DIdn’t think I’d have a passenger” he said with a chuckle.

“Partners Ben, remember?” Rook said as they began trotting inside the castle.

And just like that, no sooner had Gwen’s hind legs crossed the gates and made it inside the hall did she spin on her hind legs, along with Rook who had once again activated his Proto-Tool. Rook unleashing an array of blasts into the air scattering the pegasi, then turning his advanced weaponry on the ground.

Gwen’s eyes beginning to glow with a bright pink aura.

“Stop them!” Nightwalker yelled, just barely managing to dodge one of Rook’s hits.

But all attempts failed. The moment the brigade had started to reform and charge in unison Gwen rose both her arms in the air, opened her paws and then unleashed her magic upon them with the a bright pink glow illuminating the entirety of Canterlot as she unleashed her power.

“Stay down for a bit, we’ll pick you guys up later” she said when the guards were close enough. And with that she unleashed a force three times greater than any bulls, oxs or troop of unicorns could ever hope to achieve even if they put their mind and spirits in it, the blast that shot out of Gwen’s paws quite literally blew them all away.

Ben, Rook, Kevin and Dash even audibly winced when she attacked. When it was all over after a brief five seconds, the guards unicorn, earth pony and pegasus alike all lay on the ground in a daze. Pink static coursing through their coat while Imperial Nightwalker and Captain Solar Lexus just lay there twitching.

“Wow” Dash said drawing in breath. “Remind me to never get her angry.”

Kevin moved over to Gwen and offered his support for her to fall on. The large blast had drained her of a majority of her energy.

Gwen leaned on Kevin’s shoulder, gently nuzzling him in the process. Kevin glanced over to Ben, “She’s going to need a minute. That last one took a lot out of her.”

Ben nodded. “We’ll go on ahead, don’t get caught if any of the other guards show up.”

Kevin grinned, “Wouldn’t count on it. Go on ahead. We’ll be there in a few minutes.”

With a nod and feeling of reassurance, Ben turned to Dash and Rook ushering them to follow as he moved up straight down the large hallway straight into an even larger more decorated foyer.

Ben stopped, waiting for Dash and Rook to catch up as he looked around. There were the stairs just ahead, and two other large doorways that most likely led outside or somewhere else.

“At least that’s what I think” he mumbled. “Hey Dash” Ben said when the pegasus had caught up, she turned her head in his direction as she trotted up to him with Rook by her side.

“Where’s the throne room’s direction? Is it through that path or is it through the one on the right, or is it up those-” Dash silenced the hero by placing a hoof on his lips, luckily for him she hadn’t shoved her entire hoof in his mouth.

That would have been gross.

“Please stop asking me so many questions and just let me lead the way” she stated with slightly lidded annoyance in her eyes.

Ben nodded.

Just as Dash was about to start heading for the stairs though the small group of three froze, a sudden chill filling the air.

Slowly coming from the direction of the stairs was the sound of...hooves. They were louder though, like the equine that wore them had them specially designed or they were meant to give off the sound of this person’s arrival.

Rook and Ben looked at each other both looking slightly confused, unsure if these steady calm steps were that of a confident enemy or a possible ally.

Or somehow a mixture of both.

When Rook glanced back to Rainbow Dash however the slight look of concern and the way her ears were angled though told him they were about to face somepony that was possibly going to be quite a challenge. More so now that Gwen was too tired and out of energy to provide some support, and Kevin was staying by her side to keep her company. That and hold off any other guards that may appear.

“Dash what’s wrong?” Ben asked, Rook now tapping his Proto-Tool and adjusting the settings on it to stun.

Dash didn’t say anything immediately. The sound of the heavy clad hooves getting closer every second till eventually there was silence.

Rainbow Dash’s eyes widened at the figure standing at the top of the stairs. That ethereal mane waving in the air, now looked a bit less colorful than it usually did. That pure white coat, that had been groomed, washed, taken care of so well now appearing slightly gray in comparison.

She gasped, lifting a hoof to her mouth unable to believe that it had actually happened. Rook turned his attention away, from his alien device and looked up in the same direction the pegasus had been staring. He instantly stopped what he was doing, staring at the being that stood staring at them from the top of the stairs.

Ben also turned his attention in the direction his friends had been staring at, his jaw slightly clenched at who he was staring at.

“Princess Celestia...he got to you too huh?” he said after pregnant silence filled the room.

The alicorn stood there, staring at them not saying a word, yet still being able to carry that regal feeling about her with the way she stood. Her head held high, a calm expression upon her face. But at the same time giving off a somewhat hostile feeling about her.

“Princess what happened to-” Celestia gently clapped her hoof against the carpeted ground, silencing Rainbow Dash in the process.

“I will tell you once” she said after the echoes had died. “Leave this place. I do not wish to harm you but if you do not leave I will have no choice.”

“Tennyson!” Kevin’s voice called from back at the castle’s entrance. “What’s going on up there?”

Ben’s eyes remained glued on the alicorn princess. He glanced back to Rainbow Dash, noticing her somewhat uneasy state. Rook had his Proto-Tool back on his shoulder mount and was ready if a fight started.

“Don’t worry about it” Ben called back to Kevin, though in reality he wasn’t sure what to expect. He knew the princess had quite a bit of power, considering how she’d been able to talk to a bear almost the same size as a Toku’star with ease. The thing was he wasn’t sure how much power she had.

“But if Gwen’s feeling better, you guys may want to come up here and help us out with a little problem. We may need it” Ben called back deciding to rephrase his earlier statement.

“We’ll be there in a few seconds, she’s got some strength back but whatever it is keeping you up there better not be another army. I don’t think she’s got the strength to do that again” Kevin called.

Ben turned his attention back to the princess of the sun. She hadn’t said a word the entire time. Simply remaining at the same spot watching them with a calmness in her eyes.

Rook decided to take a step forward towards the stairs. Celestia’s horn glowed ominously. He wisely took a step back, her horn ceased glowing in the process.

“I don’t think just walking up is an option” he said to Ben.

Ben rolled his eyes, “I know that. I’m not an idiot.” He turned to Dash, “Rainbow Dash, I need you and Rook to stall her, or at least keep her distracted so I can get up those stairs and get to the throne room.”

“You don’t know where it is though” she retorted.

“Then tell me!”

Dash sighed, “It’s to the right of the staircase, go straight down make another right and the throne room is straight ahead.”

“Good” Ben stated facing the princess once more. “I need to get up there and quickly.”

“Something happening up there?” Dash asked, slightly spreading her wings a bit.

“If Zombozo has the Royal Guard, Lunar Guard, Most of Canterlot and Ponyville under his control. And now one of the princesses under his control. Who do you think he’s going for next?”

The widening of Dash’s eyes as realization hit her was all the response Ben needed.

“Go” she said hovering off the ground. “We’ll stall her.”

Ben looked at Rook, he nodded his reassurance.

Turning their attention back to Celestia who had not said a word the entire time, Ben took a step towards the stairs, ignoring the princesses horn glowing. “I need to get up there princess. Your sister could be in danger.”

The light on Celestia’s horn flickered, her ears wilted and a brief look of concern crossed her face.

She said nothing though. Ben tried again. “If I don’t get up there your sister, Twilight your student, all her friends, my friends, your nation could be in danger!”

The light on Celestia’s horn faded to a light spark at the tip of her horn. Her expression no longer impassive but filled with concern.

Ben smiled, then looked back at the others. “I think we-” getting pulled out of the way with a strong tug on the tail, Ben fell flat on his stomach, looking up only to see Kevin standing over him. Gwen now hovering in the air by his side.

“You may want to keep your eyes on the enemy Tennyson. Who’s she? She looks like Cadence only taller, more posh.”

“That’s Princess Celestia, one of the rulers of our nation and also the one who moves the sun on our world” Dash said.

Gwen looked ready to rebuttal this statement but Rook clearing his throat stopped any attempt. “No time, work it out later” he said.

Rising to his hooves Ben looked at the spot he’d been standing only to see a very large burn mark now there. He looked up at Celestia who’d regained that impassive look on her face, her wings now spread in hostility.

“Final chance. Leave.”

Ben narrowed his eyes, taking up his own stance ready to dash through the moment the others gave him an opening.

“No.”

Tapping a button on his Proto-Tool Rook’s weapon shot out a grappling hook that wrapped around the princess’s foreleg. With a powerful tug, Rook managed to get Celestia airborne before she stopped any further movement with her wings sending a multiple ray of magic with her horn in the group’s direction.

Gwen created a field around them, but it was shattered almost instantly upon contact.

She stared slightly surprised. “Huh...she’s strong.”

“Of course she is” Dash said readying for take off. “She’s our princess.” With a powerful flap she launched in Princess Celestia’s direction, front hooves out- almost like Superman, Ben noted- dodging all shots of magical concentrated aura thrown at her.

Celestia, smiled the pegasus oblivious to this continued to launch herself with powerful flaps of her wing in the princess’s direction attempting to only ram her into the wall behind her and apologize for it later if she remembered.

Wrong move.

The moment Rainbow Dash was close enough, Celestia vanished. The pegasus slammed right into the wall.

Ben winced, so did Kevin and Gwen. Rook just had a look that screamed “ouch”. A nanosecond later Celestia was above them and now threw another blast of magic in their direction.

Gwen created another shield, this time only creating cracks as it withheld the strong blast, before eventually breaking when the princess had stopped.

“Go Tennyson!” Kevin called absorbing a part of the ground, before he lept in the princess’s direction, only to get kicked by her front legs and get sent flying into a different wall.

Ben didn’t need to be told twice. Shooting off as fast as his legs could carry him he began climbing the stairs, but stopped short when a concentrated shot missed his front foreleg by an inch or two.

Ben glanced up ready to dodge another shot by the princess, only for it to be stopped by Gwen’s mana. The dracony flashed him a quick smile before, watching Rook send a few shots in the princess’s direction drawing her attention away from Ben and to him.

Not wasting a second Ben took off in the direction of the throne room. Following Rainbow Dash’s directions to the key, his breath growing heavy as he quickened his pace.

Making a right, Ben jumped onto his hind legs and thrusted his forehooves against the doors, throwing them wide open he jumped in scanning the room.

It was dark, kind of hard to see. Trotting inside a bit Ben looked around the throne room, taking in his surroundings since this is the first time he’d actually been in the castle.

Hm, not bad.

The doors slammed shut, Ben turning his attention in their direction then sighing at the lack of originality put into that small jump scare.

“Come on Zombozo if you’re going to scare me you’ve got to do a better job.”

He heard a shuffle.

Turning his head towards the farther end of the room Ben looked at the two thrones side-by-side. Ben squinted, the darkness slightly blocking his view even as his eyes adjusted to the darkness in the room.

CLAP CLAP!

The chandelier lights turned on instantly. Ben had to shield his eyes for a few seconds, the light slightly blinding him.

Then he looked at the thrones, seeing a dark alicorn just sitting there in her seat. Her eyes closed, yet her mane still flowing about just like her sister.

Princess Luna was asleep. Though from how she moved and turned in her sleep she was undoubtedly having a nightmare.

Ben took a couple steps towards her. Ready to awaken her before whatever Zombozo’s doing had an affect on her like it did for her sister.

“She’s dreaming” a raspy voice said to Ben as he had approached the princess.

Ben spun on his hooves and turned to see the slightly decrepit penguin in the suit and top hat.

“Bozo” Ben said with a wry grin.

“It’s Zombozo” he corrected with a smile, walking towards Ben. “Do you like what I’ve done with the place?”

“Do I like what you’ve done to my friends back at Ponyville? Nearly enslaved two different cities for your personal gain and their national leaders?” Ben asked with sarcastic tenderness. “Yes. I love it Zombozo.”

He smiled, his one good eye gleaming with joy. “Sarcasm will get you nowhere young Ben.”

“But apparently terrorizing innocents gets you food?” Ben commented, his back now to Luna.

Zombozo said nothing, his claws moving up to his hat adjusting it a bit.

“Flattery only stalls time child.”

“And what if I am?”

Zombozo’s grin widened. “And what are you stalling for?” he asked his index clawed finger tipping the hat upwards so his face was more visible.

“From the looks of it I can clearly see that you’re not wearing your little omnitrix” he said with a smile that only a creepy clown could have. “What could you possibly be hoping to achieve by drawing this fight out?”

Ben said nothing, a small drop of his sweat hitting the ground as he maintained his confident stance. Zombozo was right about one thing. I don’t have the omnitrix. Without it I’m basically just an average human without any fire power.

Ben gritted his teeth as Zombozo took a calm step forward. Each step slightly echoing against the walls of the throne room as the sound of Gwen, Kevin, Rook, and Rainbow Dash’’s battle with Princess Celestia only continued.

“Look at you hero, you’ve lost it all. Earth is a shadow of what it used to look ever since Count Down beat you” Zombozo said continuing his steady stride towards Ben and the sleeping Luna.

“You let your cousin and best friend down. Your family, down. Your fans, your allies, all the aliens all over the world, down” he said with a slight chuckle.

Zombozo stopped in front of the flash white stallion that now glared at him. The decrepit zombie like penguin holding his grin as he leaned down a little to let his small beak just stay inches away from Ben’s own muzzle.

“You even let your grandpa down” he whispered with a certain feeling of joy to it.

Ben’s tail flicked violently, his forelegs slightly trembling in anger, all while he maintained his glare, at the smug look on that dumb clown’s face.

“So Tennyson” Zombozo said standing back up raising a claw up menacingly. “What on Earth...” he laughed for a few seconds finding the irony in this. “What on Equestria, do you think you can possibly do?”

Ben said nothing. He honestly wasn’t sure, what it was what he could do right now. But that didn’t mean he wasn’t going to try, even if he didn’t have the omnitrix Ben knew, he was a hero with or without it.

“I’ll tell you what I’m gonna do” he said his scowl now forming into a smile. “I’m going to kick your butt. Just like I always do.”

Zombozo scowled, glanced up at Luna then grinned once more, his brief flash of anger disappearing. “I’d like to see you try the moment my work gets done on that one right behind you” he said.

“She’ll be a real challenge.”

It was then that something happened. Something neither of the two ever expected to happen, especially not at a tension filled moment like this.

A hole tore it’s way into the fabric of the throne room. A few feet to Ben and Zombozo’s right the two stared at the hole in space and time that had transported them here to this universe, this dimension in the first place. Expecting someone else to appear, be it friend or foe.

Both holding the same confused look on their faces.

Seconds passed and the dimensional rift simply sat there, hogging attention. Till finally something flew out, landed on the ground and rolled right to the center of the room. The portal closed a second after.

Ben looked at it, then looked at Zombozo. Zombozo look at it, then looked at Ben.

“...Is-- Were you expecting your goons to join you?” Ben asked still slightly confused.

Zombozo shook his head, his claw lightly tapping his nonexistent chin. “...No, I uh...don’t believe so. I think they’re dead...Wait so that isn’t yours then?”

Ben shook his head also.

There was a brief moment of silence between the two. Both ignoring Luna’s presence entirely who was still facing off against her own battles within the dream realm.

Villain and hero looked at the object in the center of the room once more, then at each other. In a flash the two were scuttling over who would get the object first.

Ultimately Ben retrieved it.

Ben now had the small ball like object balanced on his back. Maintaining his distance from Zombozo, Ben recognized what this thing was.

It was the same orb like structure that had been used to capture his omnitrix.

The omnitrix is in here, he thought. His eyes glancing back to the device. But how...did Grandpa Max or one of the others manage to snag it off him? The sound of a footstep drew Ben’s attention back to Zombozo.

It doesn’t matter.

Zombozo, stopped seeing the slightly confident smirk on Ben’s face since grabbing the orb. Whatever is in it must be advantageous to him. He glanced back to Luna, she was still asleep, but her coat had grown slightly darker, just like the one she was currently fighting in her dream. A faint smile curled his lips.

I’m winning. “Well Ben” he said clapping his clawed fins together. “Let’s put an end to this shall we?” he stated.

Ben nodded, placing the sphere on the ground, then kicking it to his front hoof, which he stopped with his right. “Let’s.”

Zombozo snapped his clawed fingers together. Princess Luna’s coat having grown darker once more, before slight twitches from her told Ben that she was now under his control.

“Ben, I’d like you to meet someone. Princess Luna, or the one fighting as her. Nightmare Moon” he said with a smile. “Have fun” he said with a sly grin backing up as the darker princess of the night stepped forward.

Ben stared in silence at the princess. In all honesty he had to admit his equine form was slightly attracted to this beaut. But then again he had a world to save.

“Nightmare Moon huh? So you’re the one Pinkie told me about” he said with a slight smile as he pushed something on the sphere.

Luna said nothing her wings merely spread in hostility just like her hypnotized sister.

“Right” Ben said “Mind control.” The sphere began opening as it emitted smoke from the sides of its sphere, clouding the room in the process. In the back he saw Zombozo’s eyebrow raise. Luna still hadn’t made a move.

And just like that, the room was enveloped in a bright green light. The omnitrix slowly floated up into the air, it’s green electric figure matching the cutie mark that was on Ben’s flank. Zombozo tensed when he saw the green light, covering his eyes in the process, Luna doing the same as the light blinded them all. All except for Ben.

Ben grinned. A confident grin that was only empowered as the device slowly floated on to his left foreleg then clicked shut around it.

Ben smirked, looking at Zombozo who’d now begun to tremble.

“Stop him you moron!” he yelled at Luna.

With a roar and snarl, Luna swiftly moved and tackled Ben to the ground. Keeping her right foreleg on his left foreleg, as she stood above him. Ben winced slightly at the pressure being applied by the dark alicorn.

Zombozo laughed, moving towards him. “Well then Ben, I believe you’re out of tricks. Or do you have something else up your...hoof that I don’t know of?”

Ben’s wince turned to another smile. “Have you heard any noise coming from outside in the past couple of minutes?”

Zombozo prepared to apply, but upon hearing silence he froze. There wasn’t a sound of Gwen, Rook or any other other indications of a battle still going on outside.

“Where are they?” Zombozo asked with silently fury quickly making his way towards Ben.

He said nothing.

“WHERE ARE THEY?!?!” he yelled.

The throne room windows exploding was the only answer he got as Princess Celestia now back to normal floated inside with Rook suspended in her magic. Kevin, Dash and Gwen soon joining her side.

When Princess Celestia saw her sister’s state, a dark shadow came over her face that made Rook and Kevin back away slowly.

“What have you done to my sister?” she said in an even tone, but one with enough force to shatter a boulder.

Zombozo backed up, sweat starting to form and quickly slide down his oily skin.

“Luna” he said backing away towards the exit. “Attack!”

Luna shifted her weight from Ben, giving the stallion the chance to slip out from underneath her and attacked her sister and their friends.

Zombozo meanwhile made his hasty escape. Ben galloped after him.

“Curses!” Zombozo yelled. “It would be easy, I thought. Go to an alternate world, it'll be a piece of cake, I thought! Gah!” he fell when a hoof tripped him.

Turning on his back the penguin began to lift himself up, only to fall flat on his back once more when a weight was applied to it.

Ben had his forehoof placed over the decrepit penguin’s stomach, and was slowly adding pressure.

“Hold on Tennyson!” he said with both claws raised defensively. “I’ll cut you a deal.”

Ben stared coldly at the penguin before smiling and removing his hoof of Zombozo’s stomach. Zombozo scooted away, leaning against the wall.

Ben trotted towards him, lifted the omnitrix up and tapped it. The watch hummed, then glowed green before displaying the image of an alien. Ben swivelled the dial with his hoof, letting Zombozo watch as he selected a particular alien.

He stopped at one with a mask.

The whimper from Zombozo, and the way his eye twitched made Ben grin slightly as he recalled just how terrified he was of this particular alien.

“Please” Zombozo whispered. “Anything but that.”

Ben let his hoof hover over the dial and the omnitrix. He could hear the battle in the throne room coming to an end now. Most likely Zombozo’s powers now weakening thanks to his own fear. Soon enough all affected by his powers would be freed from his control.

Faking the act like he was going to dial the alien in Ben watched the villain try to get up and flee in fright only to trip.

“Please” Zombozo begged. “Just take me to jail” his face now turning pale.

The sound of hooves coming up behind him, made Ben turn to see Rook coming towards him. “I see you are entertaining our guest.”

Ben shrugged. “I guess you could say that.”

Rook’s grappling hook wrapped around Zombozo’s arms. “The princess would like to see you. Both of them would.”

Zombozo attempted to escape once more but Ben showed him the alien on his watch and the penguin went limp once more.

Rook escorted the decrepit penguin back to the throne room leaving Ben to watch back in the hall.

Lifting his left forehoof up Ben looked at the omnitrix above his fetlock. He grinned. He finally had it back.

Turning the dial a few more times Ben went , through a few aliens and picked on one he wanted. Raising a hoof he prepared to slam his hoof down on the watch to change into the alien.

“Hero Time!” he said with joy. Slamming his hoof down green light exploded. And once done Ben expected himself to have changed.

But he had not.

He stared in confusion and looked at his watch. It was glowing. He tried again, selecting a different alien.

Nothing happened. No change. No transformation. Nothing.

Ben’s brows furrowed in confusion. Just as he was about to attempt to try again, the watch suddenly broke apart into pieces on his foreleg, littering the ground.

Ben gawked in utter shock by what had just happen.ed. “...”

This watch was a fake.

Author's Note

Ok, so for those of you that are wondering why exactly Zombozo was scared of one particular alien, this has to do with the Omniverse series. In a certain episode where Zombozo faces off against Ben, Ben accidentally turns into Toepick.

Toepick's alien species has the ability to show whoever looks at it's face something that is so unbelievably horrifying that it scares anyone who looks at it. That is the main reason why it has a cage around it's face. It's so horrifying and unbelievably hideous that no known being or person in that particular universe has been able to look at it without going mad, being frightened senseless, or leaning from adverse effects. If you guys wonder why this particular alien didn't scare Count Down. It's because Count Down does not have the capability of feeling fear, that or Ben never thought of using such an alien on Count Down. I'll leave it to you guys to pick which one you think is more credible.

Chapter 17

Chapter 17: Here it is. And here’s why

“Okay. This is the reason, we’re here”

It was now morning and Princess Celestia, princess of the sun and fellow ruler of Equestria was not in the least bit pleased. Ever since the stallion known as “Ben” and his group of friends emerged, Equestria has been facing more than their usual share of “shenanigans” more than could ever be considered usual or the normal levels of destruction they were used to.

And frankly she didn’t understand why.

Whatever would happen to Zombozo as Celestia had informed Gwen would be up to the court of Canterlot to handle, since the criminal had wronged the citizens of the capitol and Ponyville, he would face his punishments here. And from Luna’s glare as she had watched the criminal get taken away it would be severe.

Ben was currently with Rainbow Dash, Rook, Gwen, and Kevin. After Zombozo had been taken care of by the two princesses, Luna being infuriated having been taken over and used like a puppet.

With Zombozo in jail, heavily guarded and out of sight and mind Celestia turned her attention to the group of heroes that had risked life and limb to return them all from his mind controlled state.

“I thank you all greatly for helping us in our time of need” Celestia said to the group with a smile. “However there is something I would like to know” she said as her smile slowly faded. Turning around and expanding the distance between her and the others Princess Celestia moved towards her sister’s side who was at the end of the throne room.

“Ben” she called to the former human. Ben turned looked at Celestia then cocked a brow in the others direction, particularly at Rainbow Dash. She shrugged but gestured for him to go forward. So he did.

Walking towards Princess Celestia, Ben stopped in front of both the princesses and noticed the looks in their eyes.

Both were confused. And also not at all pleased.

“Ben, could you explain to us how any of this happened. Who was that thing? It looked like a penguin, but the penguins haven’t been anywhere near Equestria ever since it was founded by the three tribes eons ago” Celestia explained.

“So pray tell, how is it that there was such a mutated being of such power here on our land?” Luna asked.

Ben sighed, rubbing the back of his neck with a hoof. He knew this would come. Being sent here meant that things were bound to turn this way. If Count Down was currently laying waste to his homeworld, or flushing out most of Ben’s allies and villains then it wasn’t a surprise things turned out this way.

In fact it was expected. Count Down had promised him a year in their deal. So far he’d spent six days now in Equestria and in that short span he’d faced off against Darkstar and a horde of changelings with their queen, taken down and avoided zombie-fy ponies and had just beaten Zombozo with his friends help.

All in six days. There are 365 days in a year.

How much more would come his way if things continued like this? He’d lost the omnitrix and just about a couple hours ago he thought that he’d finally regained the device that gave him an edge.

That would provide him some form of comfort if things got too bad and when they were in a tight jam. But after seeing what had been sent to him was nothing but a fake (undoubtedly put together by Count Down himself) Ben was sure that things were only going to get worse from here on out.

“Ben” one of the sister’s voices called him back to attention. Ben snapped to attention his eyes looking up into those bright magenta eyes that belonged to the empress of the sun.

“Right- Zombozo” Ben said with a sheepish smile. Both sisters merely cocked a brow quizzically.

“Who is Zombozo?” Luna asked.

“He is the penguin you two helped defeat princess” Rook said trotting towards the three.

“I see. If you don’t mind us asking but who are you? I didn’t think another zebra would leave the Grassy Plains to come here wearing...such strange armor” Celestia said studying the armor on Rook’s body.

“I am Rook Blonko. A Plumber and I apologize for all the trouble we have brought to your country since our arrival” the Revonnahgander said with a slight bow of his head.

Luna and Celestia looked at each other before Celestia’s smile returned. “It is alright. I’m sure you and your friends did not mean for any of this to happen. But we do have one question. Why is this happening?”

Rook looked at Ben, taking note of that look he got whenever he was considering whether or not he should say something and how it would affect things if he did.

“Ben I think it’s best we tell them” Gwen said. Celestia and Luna looked up.

Luna smiled, waving her hoof at Gwen and Kevin who waved back. Celestia looked genuinely surprised to see another draconequus in their midst. Let alone a stallion that nearly was her height.

“I gotta agree with Gwen on this one Ben.” Kevin said. “We have to tell them. If we’re going to end up meeting more of our old rivals, it’s best we let the leaders of this world know the truth before we end up making ourselves a primary target on both ends of the spectrum.”

Ben’s ears fell to the side of his head. His face taking shape one of heavy thought as he considered this. I can tell them, but what would they do if I do say it? A frustrated sigh escaped Ben as he looked back at the diarchy and gave them a small smile.

“Could you give me a few minutes with my friends?”

Celestia nodded. “Go ahead.” The two sisters moved away as Ben moved over to his friends, Rainbow Dash joining in.

Raising a hoof to stop her Ben shook his head. “Not you Dash.”

Dash stared at him with a look of disbelief and a playful snicker. “Heh what do you mean? I’m your friend right?” It wasn’t a question

Ben nodded. “You are, but I can’t have you hear what we’re about to discuss. It’s private and it doesn’t concern you. At least not yet” he said turning towards the others.

Rainbow Dash watched Ben trot out of the room following Rook, Gwen, and Kevin outside the throne room.

The pegasus couldn’t help but feel a little angry at the stallion for basically telling her she wasn’t important enough to know what they were going to talk about. With a huff she turned her attention to the princesses.

She wanted to know how the others were doing back in Ponyville anyway.

Things were a mess. Everything in Ben’s current opinion was just one giant train wreck and he had no idea how to fix the current problem.

“So” he said after they’d closed the doors behind them and were left alone in the corridor. “What do we do?” he asked.

“I say we tell them” Kevin stated. “We got this far only with their help. I don’t see why hiding the truth from them would do us any better, besides we aren’t the ones that remember what happened last time we faced Count Down. You do” Kevin said pointing a hoof a Ben.

“That’s right” Gwen said now realizing something crucial had been missing. “Ben, what did Count Down tell you before sending you-- us to this world? Rook he must have told you something also right?”

“Now that you mention it” Kevin said, “I never did ask how you got here or why we were sent here in the first place. We go through alternate dimensions like kids go to the ice cream truck it completely slipped my mind.”

Rook opened his mouth to speak but Ben silenced the Revonnahgander with a slight raise of his hoof, letting him know that he was going to explain things..

“You’re right Gwen. Count Down did say something before sending me here. I just never planned to mention it to you and Kevin till I figured things out but with the way things have been turning out” Ben stared at the ground as if it would give him some answers.

“It seems I have no choice.”

Gwen and Kevin looked at each other before moving towards the stallion, Rook giving them some room as the three crowded around him.

Ben took a deep breath before speaking. Recalling fully the reason he was here, it wasn’t for luxury or anything minor like a mini villain. It was because he had a mission. And if he didn’t get help sooner or later, the time he’d made a deal to use would eventually be spent. And then things would get really bad.

“Alright, you two remember our fight with Count Down right, before you were knocked out?” he asked staring at Kevin and Gwen.

After a few seconds of silent thought, Gwen slowly nodded. “I remember using an attack on him with a lot of mana. But it just bounced off him like nothing. What kind of armor is he wearing anyway?”

The group looked at Kevin and Rook who were basically their alien tech experts. But the two merely shrugged.

“I can’t tell you anything. I’ve never seen armor of that caliber before able to bounce off any attack. Especially one like Gwen’s. Even Vulcanus' armor was incapable of doing that and it’s some pretty high level tech he got to get such a sweet suit” Kevin explained.

“Rook?” Ben asked.

The zebra shook his head. “I cannot help you there either Ben. His armor is of material my people have never seen before. Nor have ever witnessed such durability.”

Ben sighed in frustration. “So we’ve got nothing new. Alright, that’s fine. Anyway” Ben said getting back to the point. “After you two were knocked out Count Down and I had a showdown. We fought for minutes, nearly an hour before he finally decided to get serious.” Ben’s expression hardened.

“So he wiped the floor with you.” The look in Ben’s eyes just made Kevin snicker.

“Basically yeah.”

“So what happened afterwards?”

“What didn’t happen? He beat me and was about to destroy me and everything and everyone else” Ben said. “But I made a deal with him.”

“Which was?”

“A year. I have one year to find a way back to earth with enough power to face him. Whether I’ll get the omnitrix back or not, I don’t have a clue. But if in one year exactly I’m not back Count Down destroys everything. All the planets, all the galaxies, all the worlds, the multiverse. Everything dies. And it’ll be on my hands if I can’t find a way to stop him.”

Silence filled the corridor once Ben had finished speaking. This was news, heavy, heavy news. This wasn’t an invasion they were talking about. This wasn’t about the world, a couple planets or the universe they were talking about. For once in his life it wasn’t even about the omnitrix. This was about all of existence, all of life. Going to be extinguished, if Ben couldn’t get back.

Rook sat down, rubbing his temple. “This is...much bigger than I had imagined. I did not know the reason for Count Down sending you here, all I knew is that if we were to stand a chance I needed to find you all and bring you back. But...this...this changes everything.”

Silence once again took over. Each hero lost in their thoughts. Sure you could say this was nothing knew. Gwen, Kevin, Ben, and Rook had all had their fair share of saving the world and the universe a multiple of times. Probably more so than any other hero in the entire world.

But when you sit down and think about it. When you realize that this wasn’t just billions of billions of billions of lives weighed on their shoulders, more particularly on Ben’s shoulders. This was all life. Not just theirs but everyone's.

This was big. This is HUGE.

Reality had never been more clearer than this exact moment to Ben and the others.

Kevin finally broke the silence that held everyone’s tongue for so long. “So...we have a year right? We just need to make use of it as best we can” he said moving towards the throne room doors.

“What are you doing?” Rook asked.

“Going to tell them, what other choice do we have?”

“Is it possible they would think we invited this problem to their world though?” Gwen asked thinking out loud.’’

“That’s what I was worried about” Ben said. “I never mentioned anything at first because I was hoping something good would happen, but after Zombozo’s stunt. I’m not sure what they’ll think if we tell them the truth now.”

Hoofsteps followed by the creak of the throne room doors as they were opened with magic, told the group that while they’d been talking someone had been listening.

Rainbow Dash peeked out to the others and waved a hoof for them to come back inside. “Princess Celestia and Princess Luna want to talk to you” she said, and with that the mare’s head disappeared back into the throne room.

Ben looked at the others all of whom weren’t sure of what to say with them now noticing Rainbow Dash had been listening in on them.

Shrugging Kevin passed Ben and went inside, Rook followed after, then Gwen cast one last look at her cousin before she followed the zebra and stallion inside.

Ben was left alone at the corridor for a few seconds as he quickly decided to make up his mind and let what would happen afterwards just play out as it always did.

Ultimately he had decided to tell them everything.

Ben and the others now stood before Princess Celestia and Luna in a column. Rainbow Dash stood beside Princess Luna not expressing any form of surprise at the stuff she had heard. In fact the pegasus was staring at them all with a calm look on her face.

Ben couldn’t help but feel there was something more to her demeanor.

“Ben, are you ready to explain to us why this strange event occurred?” the princess asked.

Gwen, Kevin, and Rook looked at their friend who hesitated for a second before nodding.

Ben explained everything. How he wasn’t an earth pony, how he was a human. How the draconequus before them and the real tall stallion, along with the zebra in armor weren’t from Equestria either. But were from a planet called Earth.

Princess Celestia remained expressionless, Luna the same but would every now and then break her superior silence and show signs of interest. Rainbow Dash who had originally been calm kept her ears perked up the entire time Ben was talking.

In order for Ben to start on how things could ever have gotten to this point he had to start from the beginning. The very beginning, meaning when he first got the omnitrix. From there he summarized most of his adventures, Gwen and Kevin putting their input every now and then except on when Ben had mentioned how Kevin and him had first met where the steel stallion had remained silent.

Continuing his story Ben explained what the omnitrix was and why it was important. He explained only a little bit of how it worked since he felt it wasn’t necessary to explain the complications of such a device to beings who had magic at their disposal.

Skipping a majority of the “good” parts that Ben considered could be the most important, Ben just went ahead and mentioned a few villains him and the others had faced. Charmcaster, Hex, Dr. Animo -who Ben hoped would never come to this world- Vilgax, Pysphon, Darkstar, who Luna seemed to mention knowing.

Gwen and Kevin informed her they had taken care of him, but he had managed to escape with the changeling queen, Chrysalis. Celestia’s expression grew stern at this statement. In other parts of the story she had merely expressed surprise but this particular statement made her wary.

“Continue” she said after a few moments of silence.

Ben did.

Finally after nearly an hour of explaining how Ben came to where he was, with the occasional sips of water every now and then so his throat wouldn’t get parched Ben explained Count Down, their duel and his bet with the interstellar being.

“So” Ben said taking in a deep breath. “There you have it. That’s everything you need to know” he finished chugging the rest of his water.

Both Princesses said nothing. The amount of information they’d received, the power that this Count Down being had just judging from how Ben had said he’d been so easily able to defeat each and every alien Ben hurled at him was...hard to imagine.

Then there was Ben and his friends, Celestia thought. As she stared at the stallion she couldn’t help but feel...the emotion was even hard to explain. It wasn’t pity, no, it certainly was not that. Pity would be an insult. It...it definitely wasn’t joy, Ben and his friends life had been through many difficult and trying challenges. And from the age of ten to begin with.

In Equestria he would be no older than a young colt. And it was quite a feat for a colt or rather a chilld so young to have fought a being so powerful and intimidating such as Vilgax at such a young age. Only to continue in the few trials Ben and Gwen and Kevin had mentioned in their later years.

Luna on the other hand as she stared at the stallion when he had finished explaining his story felt nothing but proud for him. Pride even filled her very being for knowing such a pony was now in their presence.

Twilight Sparkle and her friends possibly would not have been as capable as doing some of the things Ben has done himself at such an age. Considering that Twilight had became Celestia’s personal student at 8 as her sister had informed her and would not have been ready for the challenges she faced in filly years when compared to her teenage years.

As Luna gazed at the former humans and alien a realization came to her. Ben had started with the omnitrix, a device he had never known how to use at 10. Him, and his cousin Gwen along with their grandfather had gotten into all kinds of trouble with a device they never fully understood, let alone one he barely knew how to use until quite some time later. And as the others had constantly said through Ben’s stories he was still having trouble with the device.

Twilight Sparkle however, she had learned. Studied diligently as Celestia had informed her and as she had noticed herself with magic since foal hood. And despite her accession to becoming a princess and joining herself and her sister, Luna could tell that these two were both extremely different yet slightly similar at the same time.

One had no idea what they were doing from the beginning. And still didn't now, but worked hard when the time was right. The other had worked hard from the beginning, been studious to the point of insanity, Celestia noted. And now was unsure of what to do since becoming a princess. Yet still worked hard even now.

A smile crossed her face which Ben awkwardly returned after the two had said nothing for nearly two minutes now. It was Rainbow Dash who spoke next.

“Wow...and I thought you were brave before. Hearing that just takes the cake” she said staring at Ben with a light in her eyes. “Same goes for you guys also” she said looking up at Kevin, Gwen and Rook. “My friends and I have been through our share of ordeals but...I don’t think we could fully handle what you’ve been through or are now going through now.”

Ben’s awkward smile shifted into a more proud one. “Thanks. I appreciate it.”

“It does feel good to get some appreciation now and then” Gwen said with a smile.

“Tell me about it. Way better than back home” Kevin said sitting down.

“Appreciation aside” Rook said drawing attention back to the matter at hand. “Princess. We’ve told you why we are here and what you need to know. Now the matter is what you both want to do with that information.

“I assure you, it was never our intention to bring trouble to your world it was just-” Princess Celestia used the tip of her wing to silence Rook. On her face was a smile.

“I understand” she said knowingly. “Your actions have been valiant and what you have done to right what has happened will not be forgotten. As for anymore disturbances, threat not. Luna and I will rally our guards once the ponies of Canterlot have had their rest. In the meantime our discussion must continue.”

“We will need to know as much as you can offer in case anymore villains appear here in Equestria” Luna informed. “In the process we will prepare rooms for your stay. You may leave tomorrow after our discussions have ended. Rainbow Dash you may stay and listen as well so you can inform your friends of the news” she said looking at the pegasus.

Dash nodded.

“Wait that reminds me, how are the others doing?” Ben asked standing alert once again.

Princess Celestia smiled at his compassion. “They are fine, do not worry. Come we will continue our discussion in the royal hall.”

“Why there?” Kevin asked.

Celestia glanced back at the stallion sharing another bright smile as she made her way towards the throne room doors. “It is morning isn’t it? I would assume you would be hungry after last night’s fight” she said kindly leading the way, Luna following her sister after she nodded her head towards the others.

Kevin, Gwen, Dash, Ben, and Rook all looked at each other before Ben shrugged.

“Can’t pass up a free meal by royalty can we?” he said taking the lead.

Dash and the others followed in tow shortly after. There the discussion would continue. Precautions would be made. And the next day Ben and the others would return to Ponyville to begin figuring things out.

Things had just begun.

Author's Note

Decided to do a bit of a comparison with Ben and Twilight. Think it turned out well.

Enjoy!

Chapter 18

Chapter 18: The Hunter Emerges
“I’ve been waiting so long to retrieve my trophy. And I’ll need your help before I can get it.”

Location: Baltimare; Train Hull
Time: 12:04 p.m.- Day 7.

The Equestrian Express was now at Baltimare. After recent events the staff simply couldn’t remember that well, the train team had decided to drop off their remaining passengers in the fairly large city.

Ticketmaster, the conductor and unicorn in charge of making sure passengers got in and off the train at the right stops was now taking a quick five minute break before him and his team pulled off once again. Sitting on one of the many passenger seats he always passed by when at work, Ticketmaster noticed a few ponies and a couple griffons had gathered, waiting behind the docking line as the team took their respective break.

Ticketmaster had to admit, he’d been around the block and most of Equestria with his kind of job. He’d seen tons of different mystical creatures, friendly and dangerous. Yet the strange things that kept happening around Equestria always seemed to catch him off guard.

Try as he might the older unicorn couldn’t reclaim those memories of what had transpired more than 24 hours ago, aside from the faint recollection that he had felt slightly ill, heard insane laughter, and seen a giant freaky looking penguin with a top hat staring at him.

It sent a slight chill up the unicorn’s spine, even making the bristles of his thin fire orange stache quiver on his upper lip. Pushing those thoughts aside, Ticketmaster lifted a gold pocketwatch out of the pocket of his buttoned up light blue work coat.

He stared at it and the symbol engraved on the clock’s top layer. A symbol of his family’s life long work in the industry of railroad engineering and anything generally having to do with the rail industry.

A small smile graced the stallion’s lips as he recalled his family history. The Transit family had played large a part in building the railroads spread out all over Equestria, and it filled him with great pride to be part of such a family that had helped Royalty in such a productive and advantageous manner.

“Time’s up guys, let’s get back to work! Coal Runner make sure everyone takes their stations” Ticketmaster stated as he opened all the doors throughout the train with his magic.

Coal Runner, a lava coat pegasus with a mossy colored mane nodded, and moved towards the train station’s electrical room. Several other workers that had been resting soon getting up and managing their stations as well.

Nodding to each member as he glanced back at the time, Ticketmaster got out of his seat and moved towards the group of eagerly waiting passengers. “Okay, everypony all aboard” he stated, shutting his pocket watch with a loud snap, placing it back into his pocket.

Moving out of the way, passengers filed into different train carts, some more luxurious, others more of a normal style. When all had been accounted for and the conductor had made sure all were in and seated, luggage secure (if there was any) and no one was in need of immediate attention, Ticketmaster focused, a light green glow surrounding his horn reaching out and touching all the exit train doors throughout the metal machine.

Loud shuts came in consecutive order as Ticketmaster closed all the doors, which in turn signalled to the train operator up ahead that they were ready to go. Clearing his throat just a bit, and speaking as loud as he could Ticketmaster stated: “We’re off!”

A loud screech sounded from the train’s whistle, passing through all of Baltimare as the train began to pull out of the hull station. In a matter of seconds everyone was moving out of Baltimare, towards Whisper Hollows.

Ticketmaster looked around at his passengers once, nodded happily, content with their current state and moved on up ahead to see how the driver was doing. Doing so he passed by Coal Runner who was checking the heat levels for the engine in the engineer’s room. Multiple mechanics crucial to maintaining a cool temperature for the engine humming in the background. Seeing the conductor pass by he waved a slightly oily hoof. Ticketmaster nodded back in return with a slight smile.

“Looking swell Coal” Ticketmaster commented, earning a small smile from the pegasus.

Once in front of the driver’s door Ticketmaster knocked once. Behind the door a voice said “come in.”

Doing so, Ticketmaster looked out the front view as they advanced through Whisper Woods, his old friend Rails Mechanatis busy working various levers and valves to keep the train steady.

“How are the passengers?” Rails asked his old friend.

Ticketmaster chuckled recalling how one of them, a earth pony had simply walked in and fell flat on the couch.

“They’re fine.” The two remained silent for a few minutes as the train pushed on through the forest. “So where we headed today?” Ticketmaster asked.

“Canterlot. Have to stop by there quickly to drop off a few passengers” Rails responded.

Ticketmaster merely nodded, his gaze returning outside. A few minutes later and the train was nearly out of the forest. Till suddenly the wheels screeched loudly against the rails and the entire train slowly came to a stop.

Rails and Ticketmaster froze and looked at each other.

“Rails why did the train stop?” Ticketmaster asked, having been through enough of Equestria’s aftermath of horrible events to get where this was going.

“I uh, I don’t know” he said checking the tachometer as it slowly began to reach 0.

“Did something get caught in the driving wheels?” Ticketmaster asked, sticking his head out the window to try and get a glimpse if anything really had gotten underneath their massive behemoth of a ride.

“Not unless it’s a tree branch the size of a couch and got caught in the spokes” Rails said in a rather sassy fashion as he looked out his own window to check.

“Well then what on earth could have-” Ticketmaster stopped trying to look at the front wheels, his peripheral vision catching something from the corner of his eye. For a second he thought it was just one of the woodland creatures that harboured the woods of this forest.

That all changed when a piercing metallic screech making driver’s and conductor’s ears fall flat on their heads. Both covering their ears with a hoof in an attempt to block out the horrible horrible noise. At the same time the sudden cries of multiple passengers could be heard as the metallic screech began to jerk part of the train around.

Ticketmaster, leaving a fetlock on a ear firmly pressed against his head, turned towards the driver’s door and quickly moved to open it. No sooner had he done so did the screeching sound suddenly come to a stop. Some passengers however were still screaming, others even whimpering from what he could hear.

Quickly moving over to the first passenger car where the noise sounded closest Ticketmaster slid open the door and stepped into the passenger cart, noticing the sudden change in temperature.

What he saw baffled him.

The entire front part of the passenger cart that held the door, had been ripped off. A large, gaping hole now clearly visible and giving all the terrified passengers that the conductor noticed cowering in a corner, full opportunity to see the forest ahead.

“Hey Ticket! Get over here!” Coal Runner’s voice called from outside.

The conductor who could feel a great deal of concern and anxiety running through him as he stared at his terrified passengers. Even the griffons remained frozen in their seats, wings spread in a petrified like fashion and clear looks of shock on their faces.

Another shout from the pegasus outside the train made Ticketmaster frown. “I’m getting too old for this mumbo jumbo. Rails keep trying to get the train moving." Hopping out through the new much larger doorway, Ticketmaster landed on the ground with a heavy thud before he turned his attention back to the train.

The conductor’s eyes squinted as he looked around the forest, the sun still being up and the brightness of it making the entire place quite clear. Yet as he looked around the conductor could not find what it was that made the train stop.

That is till his eyes caught hold of something stuck to the wheels of one of the passenger cars at the very end of the train. Trotting over to that area, Ticketmaster saw Coal Runner staring at the very cause for the train stopping.

“You find the problem?” Ticketmaster asked, the pegasus nodded slowly.

“Aye sir, what do you make of this?” he asked pointing a hoof at the frozen wheels and railing. The conductor not at all looking surprised moved closer to inspect the frozen wheels and rails. His eyes carefully observing it, then looking up where the train started. Two other passenger carts wheels were frozen as well as the railings on them as well.

Ticketmaster frowned, it was going to be one of those days again.

Sighing and returning to Coal Runner’s side, the conductor lifted a folded fetlock and rubbed his temple. After a few seconds of silence Ticketmaster stopped rubbing his head, then took in a deep breath.

“STAFF!” he yelled using The ROYAL CANTERLOT voice. Several ponies emerged instantly outside beside Coal Runner and the conductor, whose eyes had now grown stern.

“We’re going to see what caused this. Ask any of the passengers if they saw what did this. Coal Runner, Special Service, he said turning to a earth pony mare. “You’re coming with me. We’ll head up the hill while the rest keep an eye out for whatever did this. Do you all understand?”

The entire staff nodded.

“Good, move out.”

Minutes had passed in Whisper Hollows, each member of the staff keeping a careful eye out on the forest and its surrounding area. There are a total of 32 members working throughout the Equestrian Express. Currently Ticketmaster was with five of them, Coal Runner the train’s engineer, Watcher the train’s lookout who when questioned could not recall what had attacked the train earlier or what froze them in place, Civil Service one of the many servers, and Metris another lookout. She couldn’t recall what happened either. Just a large flash of light that blinded her before the train went under attack.

While Ticketmaster and his team looked on ahead, straying not too far away from the train so that it stayed in their sights even from the distance, Rails the train’s driver was inspecting with Spark Plug the train’s wheels and how to get rid of the ice so they could move on.

Passengers who weren’t sure of what exactly was happening save for that they had stopped suddenly were beginning to grow anxious. Very anxious. Only a few workers now remained inside the train to attend to the passengers and offer some form of reassurance while the rest of the team tried to deal with the problem.

One particular pegasus part of the staff; the chief of on-board services: Favoria, was currently asking the passengers of the first passenger cart what it was they had seen.

Getting answers hadn’t been as easy as she thought.

None of the passengers seemed inclined on revealing any information. If anything they were more terrified at the concept of speaking than the information they had to offer.

“Please sir, if you could just tell us what caused this hole in our train, maybe we could figure something out” the earth pony said gently. The older stallion however simply shook his head firmly, wrapping the young terrified colt in his hoof tightly as the foal pressed his face into his father’s pelt.

Favoria let out a tired sigh, This day just gets worse and worse doesn’t it?

“Fav!” one of the voices of her staff called from outside. The way the voice sounded made the earth pony mare tense, every other passenger in the same cart with her must have sensed it also, because any shushes of reassurance or soothing, any whimpers, or questions that had been tossed suddenly went deadly silent.

All eyes turned on Favoria, waiting, watching. Wondering what she would do next. Being Chief of on-board services it was her job to make sure their passengers were comfortable and taken care of. So she did what any other loyal and selfless pony would do.

She gathered every ounce of courage and made her way towards the large hole that served as their new exit. “Everypony wait here, I’ll be back as soon as I can.” of the other train service members slid open the door leading to another passenger cart, ready to follow his chief outside, Favoria could see several other members not too far away with the same thoughts displayed on their faces.

“You all wait here, attend to the passengers...if anything comes in here and tries to hurt anyone...Do what you must do.”

Silver Tongue, the stallion ready to follow his boss into the deepest foils of what may lie ahead simply nodded staunchly. “You and everyone else be safe out there.” Turning to the rest of the train service corps the stallion returned to his passenger cart, giving out the chief's orders.

Favoria hopped out of the passenger cart with a small smile in the stallion’s direction. Once on the ground, her eyes managed to catch one of the crew members quickly coming up to the mare looking quite out of breath.

“Chief, you gotta come with me, quickly! The others need our help!” the mare said prancing on her hooves, a look of great fear and concern on her face.

Slightly startled Favoria’s eyes quickly darted around for any signs of trouble before resting on her friend, LC One of the things Favoria noticed was the small cut against her friend’s cheek, and the now dirty and unkept uniform. Her brows scrunching together, Favoria nodded with determination.

“Lead the way.”

Favoria ran right beside LC, both breathing heavily as they left behind the train in their haste to make it back to where Ticketmaster, Rails, Coal Runner and the rest of the teams were, possibly in danger by who knows what lied in this forest.

Unlike the Everfree though Whisper Hollows didn’t contain the strange and bizarre creatures that the forest in Ponyville occupied, at least not any the chief had seen in all her times of going through theses woods.

“Their up ahead, just down that slight drop” LC’s voice said between heavy breaths. Favoria nodded, a sudden wave of concern and fear crashing into her as they neared the slope.

The closer the two service mares got, the louder sounds of some sort of struggle or fight was going on. An animal of sorts, maybe a manticore or something that growled. The beast sounding much fiercer just from its snarls.

Fear heightened the chief’s senses, empowering her strong legs as adrenaline glands poured adrenaline into her bloodstream, giving her the boost she needed to quickly pass her comrade and come to a stop right at the top of the slope.

Once both had reached the top, Favoria understood why she’d been called out here so quickly, she also understood the slight scratch on LC’s cheek and her dirty uniform. In fact sticking to code wasn’t the problem right now, what was the problem, was the body count that sent a level of fear up her spine that it made her legs slightly buckle.

Laying on the ground, down the slope and on a flatter level, were several members of the Equestrian Express crew. All of them in pain, groaning, spots of blood caking the ground around them. And the only pony trying to stand currently, was Coal Runner.

“Oh my...” Favoria said with a fearful whisper, slowly trotting down the slope before breaking into a run towards the weak pegasus.

Coal Runner now looked up ahead, his teeth gritted, his bottom lip and nose bleeding and he was raising one foreleg up so as not to apply any pressure, a few claw marks dragging across his back.

He coughed, then stumbled over to the side in a daze from the effort he put to move. He didn’t hit the ground, Favoria held him aloft with her back, carefully lifting the injured stallion up as she looked with pain written all over her face at her groaning allies. Some injured as bad as the lava pegasus, others not so much; merely unconscious.

“LC what happened here?” the mare asked, adjusting herself so she could get her forehooves around the injured stallion and see how bad he was injured.

The unicorn carefully trotted over, doing her best not to look at the black eyes of three stallions that had been knocked out by the thing she knew that had attacked them. “I...I honestly don’t know miss. Ticketmaster went ahead with Rails after he said we’d need to wait for the ice to thaw out. Coal Runner went after them a few minutes later, with a few others.”

“And then?” she asked seeing a very injured unicorn on the ground. The blood coming from his deep wound changing the color of the ground slowly. He was breathing steadily, but didn’t bother to move from the spot he lay.

“It was...a tiger...it had large teeth. And it did the strangest thing Chief, it could duplicate itself. And...” she trailed most likely recalling something awful.

“And what?” Favoria said firmly. She needed answers, she couldn’t have the others come out here if it meant more lives would be put in danger.

“And it could...change. It shifted forms on its own for some reason and kept on attacking, I only managed to escape when Coal Runner here came flying at us like a madman. He gave me the chance to get you” LC said sadly, gently rubbing Coal Runner’s side with a fetlock.

“After that...you know the rest.”

Favoria frowned, now in her forehooves his eyes shut, and his breathing unsteady was Coal Runner. She looked around, counting eight maybe ten bodies that needed medical attention three being unconscious.

After a few seconds of silence Favoria turned her gaze upon the unicorn and asked: “Do you know healing magic?”

LC froze, then slowly nodded slightly caught off by the question. “I know a bit, I can heal a few injuries but nothing too serious, best I can do is stop the bleeding for awhile and-”

“Do it” Favoria ordered.

LC wasted no time. She immediately got to work on healing Coal Runner, which took about four minutes, once he was well enough to move Coal Runner got up, but slowly. He’d need actualy medical attention when the train was able to move again.

Favoria ordered the unicorn to turn her attention to the bleeding unicorn laying on his side. The mare set to work healing him, this took much longer as the slash was deep, didn’t seem to hit any organs just cut bit deep was all.

Meanwhile Coal Runner and Favoria turned their attention to others.

While all this was going on, none of them noticed several pairs of eyes staring at them through the forest.

Minutes passed and things were starting to look a bit better. LC had managed to slightly heal two unicorns, who were now aiding in the healing process.

Everything changed when the bushes around them suddenly began to shake, and in an instant the group of 14 were surrounded on all sides. The creatures staring at them were all identical, each one having some sort of strange collar with sharp teeth on it. And the beast itself towered over the ponies by a good foot, its yellow eyes staring daggers as it let out a low, deep feral growl. Warning them all not to make any sudden moves. One of the tiger like beasts licked its lips at Coal Runner.

Coal Runner merely snorted and stomped his good hoof in defiance.

Those that were able, tried to stand and hold their own fiercest fighting stances, Coal Runner now glaring at the one that was trying to advance towards them till everything, even the enemy suddenly froze when they heard a voice.

“Heel boy.”

Every member of Equestrian Express tensed at the voice that spoke above them, the feeling of dread only worsened when each predator stopped their advance.

Something was tossed to the ground towards them, and everyone looked forward as the beasts with sharp teeth retreated to join the voice that spoke. None of the crew looked up to face the voice though. Their eyes had been drawn towards the hunched figure on the ground.

Rails, the driver of the train had one long line going down his cheek, blood slowly seeping out of the cut that had been done by no doubt a knife and was now bleeding slowly. As Rails lay on the ground he twitched, having received a shiner of his own and his chest heaving in and out in rapid breaths.

Favoria felt rage fill her as she moved in to comfort the old stallion, shooting a glare at the sabertooth beasts, then looking up towards their master.

A tall reptilian looking being with red eyes, and a very large jawline where gills could be seen on either side of the jaw bone, stood beside one of the tiger like creatures, gently stroking the top of its head with his hand, the beast purring as it was stroked. This figure towered over its pet, a good three feet at least and now stared down at the group of train crew injured or not, he simply stared at them blankly.

Coal Runner unfurled his wings and moved in front of Rails and Favoria who was comforting the dazed stallion. The pegasus was outraged, Rails was like an uncle to him, they’d been working the Equestrian Express together with Ticketmaster for the past six years together and now-

Coal Runner’s eyes widened as he stared at the taller biped. One hand stroked the head of the feline beast, the other was behind his back...holding something. A gut wrenching feeling came over the now bruised pegasus and he pawed the ground menacingly as he stared at this strange beast.

What did he do him?!

The hunter stared silently at the pegasus. It had been awhile since he’d come to Equestria, seven days now to be exact. But to a hunter time always flew by much quicker as all he had done was gather information.

For the past seven days the hunter had done nothing but study the ponies of this world in the shadows. Never making any sudden moves, never coming out into the open as he came to learn that they were easily doubtful of the unknown, and never being too conspicuous.

His original targets at first was Gwen and Kevin, but upon seeing that dragon with infinite amounts of power join sides with them, the hunter had decided to wait and watch in silence from a distance. Luckily when Count Down had hurled him and four other villains into this world, he hadn’t lost his gear or equipment so watching everything from afar had done just fine.

But now it was time to quit playing hide and seek, and emerge from the safety of the shadows. Khyber had decided he’d gotten enough information that he could use, especially since he’d learnt of Zombozo’s defeat earlier today in the morning.

“Where is he?” one of the pegasus spoke. If he recalled correctly during his brief fight with the pegasus, it- he, was called ‘Coal Runner’ he thought.

“I said where is he! Where’s the CONDUCTOR!!” the pegasus shouted in what Khyber amusingly saw as rage.

“He’s right here” Khyber answered, moving his arm from behind his back and lifting up the stallion in his hand. He held the unconscious unicorn by the scruff of his collar.

The look on these creatures that called themselves “Equestrians” intrigued the hunter greatly. He’d never met a sentient race of animals that spoke properly, vulpimancers aside they only spoke dog. Turning his attention back to his targets, Khyber noticed the look of utter rage all 14 members held at him.

Minus the slightly dazed driver who he’d need for his job. He was simply waiting things out, watching carefully. The driver would snap out of the uppercut he’d landed on Rails’ chin it was just a matter of time.

“Put him down” one of the crewmen said with some venom. Khyber nodded slowly, mulling the statement over. “Alright I’ll put him down” Khyber stated, the expressions of the entire crew shifting from anger to surprise then doubt.

“But, you all have to do something for me.” Khyber said a smug smile crossing his mouth.

Coal Runner’s rage was beginning to reach its limit. He advanced, ignoring the warning growl one of the felines gave him.“What the hay makes you think we’d do anything for you you little-”

One of the tigers pounced forward as the fuming pegasus advanced, standing between Khyber and the engineer. This just made Coal Runner angrier.

“You don’t have to help me if you don’t want to” Khyber stated. “But just know that if you don’t,” he snapped his fingers and suddenly out of the forest shot vines that wrapped around every crew member, save for the lava pegasus with the mossy mane.

“My pets will make a meal out of your friends. And they haven’t had lunch yet, have you?” he asked gently scratching the feline’s ear.

Coal Runner’s eyes shrunk in horror, then turned to the hunter in bitter hatred. One powerful flap and he was in the air, picking up the speed as he soared high above all, and over the forest till only Khyber was in his sights.

Diving down at full speeds, ready to crush and eliminate this menace, Coal Runner braced for impact while Khyber simply stared with a smug smile.

Time slowed down for the pegasus as the tigers began to circle their master, waiting for the right opportunity to strike. Coal Runner however felt that this was all over as he neared his target.

The thing the stallion seemed to forget though was that Khyber and those tigers weren’t the only thing he needed to watch out for.

As time slowed and Coal Runner closed the distance, something caught his eye as he came crashing down. It was...a single hair, that shot out like an arrow, embedding itself into the pegasus wings and instantly causing paralysis, as Coal Runner felt his wings begin to go numb.

With his wings no longer working the pegasus was now making a horrible plummet down to earth, and thanks to windspeed his target was no longer Khyber, but the ground, near most of his allies.

A horrible image forced its way into the pegasi’s mind as he plummeted to his doom. If he hit the ground, his allies would be covered in his remains. Coal Runner bit his lip, and shut his eyes. Khyber merely continued to watch with bating uninterest as the pegasus neared the ground.

At this point in time, Rails the train’s driver snapped out of his daze and immediately began to digest the situation they were in, before he noticed one of his own was now falling to his untimely death.

Seeing Ticketmaster still being held by Khyber’s hand, the vines around him tightening, not just on him but his entire crew, all of them squirming, struggling and doing as much as they could to free themselves from the vines, that had ensnared them, immobilized them, and sentenced them to death.

Time was running out. Coal Runner now had his eyes shut, accepting his fate as Rails could see. In an effort to free himself, the older earth pony managed to catch the glimpse of two yellow eyes peering at him and his trapped team, from where the vines came out of, and Khyber as Rails could still tell did not look like he was about to release his unconscious best friend.

“Clock’s ticking ‘Rails’” Khyber said slyly. “What is it going to be? I can leave, and maybe you and your crew go free. Then again I can stay, and save the life of that pegasus falling to the ground, and call of this whole thing if you simply agree to my terms.” He said, adding emphasis to the last words. “What’s it going to be sport, I’ve had my eyes on a trophy for quite some time and all I need is your help. You decide.”

Coal Runner was getting dangerously closer to the ground, three of the tigers had their eyes on him for when he would fall and make a mess so they could feed on him after. The beast in the shadows that had shot the pegasus down was no where in sight, and the creature keeping them in these vines continued to watch in silence.

Rails had to choose. Say no, somehow manage to save the pegasus and quickly head back to the train. Say yes, possibly end up losing his entire crew, and being forced to abide by this creature’s rules.

Sweat trickled down the side of the old earth pony’s face. For the first time in years, Rails Mechantis had actually broken a sweat. In all his years of working the Equestrian Express, in all his years of the dangers he’d seen while at Ponyville, Canterlot, Dodge City, etc, he’d never broken a sweat. Not at least till the first incident, Nightmare Moon’s appearance.

But here he was, now being forced to make a choice, lives possibly on the line if he didn’t act quickly. And judging from how close Coal Runner now was, he had about ten seconds.

“I..” the stallion said.

Nine Khyber counted.

“My answer is...” he stammered trying to think of something, only for his mind to come up blank. The pressure digging in on him like a wolf to a warm meal.

Eight

“We will agree to your terms...” he said unsurely.

“Are you sure? Khyber asked. The vines loosened a bit, easing up on the crew if only a little. Seven.

“I..” the driver paused unsure of his decision. Till a voice from one of the crewmen shouted. “We do not agree!”

Only three others shouted pained responses in agreement to the defiance.

Six

“I see” Khyber said, with interest. Slowly he put Ticketmaster down on the back of one of the tigers, then gestured for the beast to move towards the crew members now being released from their vines.

“Is that your decision Rails?” Khyber asked the older stallion.

Rails remained silent, unsure of what his decision should be. He really was getting too old for this. Him and Ticketmaster both.

Khyber said nothing, to the stallion’s silence. Five, four. “I suppose I will be on my way then” he stated.

Three “Just like that?” LC asked clearly perplexed.

“Just like that” Khyber assured.

Two, Khyber silently moved forward then with quick reflexes jumped into the air. “One” he caught Coal Runner, landed roughly on the ground with a roll, then placed the pegasus down. Coal Runner twitched with fear, his pelt soaked with sweat.

“It looks like your friends have made their decision, while your boss remains indecisive with his” Khyber stated as he rose, the vines slowly receding back into the forest.

“R-Really?” the pegasus asked. Khyber nodded, as he rose stepped away from the ponies and allowed the tigers to surround him.

“Too bad they chose wrong.” Bringing his gloved fingers to his mouth, Khyber whistled. A long loud whistle that echoed through Whisper Hollows. This whistle echoed throughout the entire forest, coming in all different locations as various sounds, and even different voices till finally one drowned them all out.

The roar of a wyvern.

The wyvern, landed, beating its powerful wings as it did so, and stood behind its master, Khyber staring down at what it assumed would be its meal. Moving in for the kill, Khyber allowed the screams of all the crewmen to awaken the sleeping unicorn, Ticketmaster out of his slumber before he held a hand up to stop the creature.

Ticketmaster looked at his allies, saw their injuries then turned and looked behind him where he could feel a strong breath of air pour over him. The older unicorn let out a shrill scream, before silencing himself with a hoof.

“What’s going on?” he asked clearly terrified.

Khyber smiled, warmly. The wyvern wiped its menacing tail and brought it close to the group of crewmen for all of them to see. They all flinched wisely.

“I need assistance, and you are going to give it to me. Your friends have made their choice, and they will be taken in as minor trophies for my wall. Your decision still stands” Khyber stated.

Ticketmaster glanced at his friends, his crew, his second family, then looked at Khyber, his eyes shifting from the wyvern, to the group of tigers that surrounded their master protectively.

“I-...” Ticketmaster exhaled loudly. “Will you spare them if I accept.”

A wily smile on Khyber’s face was his only response. “You’ll have to wait and see.”

Author's Note

WHEW! This one was long. Man, I was hoping on making this shorter like a 1k chapter but I ended up coming up with more as I kept typing and just couldn't resist on using Khyber's intellect and skills as a hunter to his advantage. Not gonna lie I had a little too much fun with this. I also believe the dark elements in this worked out pretty well because it could have gone either way.

Khyber could have a) let Coal Runner die, show them just how serious he is and let them all regret their choice, then play off that.
b) Could have turned things around by stating they chose wisely, and have his pets attack the train instead then force everyone to watch as he let his "prizes" tear the place apart. Invoking regret, anger, and grief.

There are other solutions and ways that I could have let Khyber play this out but I'd rather let you guys use your imagination.

Anyway for those of you that are wondering who Khyber is and what he looks like as stated in this chapter, Khyber is a hunter. Literal hunter, a huntsman really in a manner pf sorts you could say he is a poacher in terms of hunting animal, beasts or alien for sport and he likes to claim trophies. If you've seen Omniverse you know what "trophy" he is referring to in this chapter, if you haven't well its pretty obvious who it is. It's Ben.

It also kinda stinks that I don't have the time or the skill to make art for this, because I did have some great ideas for images that would have really helped the readers get a visual image of what was going on especially when the wyvern came in, but oh well, I suppose I'll make do with what I can. Here is Khyber's appearance:

Now for most of the villains if you guys have noticed I have been changing their forms or adjusting them in a way so that it works with MLP, this particular villain I won't be doing that. Khyber would be able to adapt quickly if he had been changed like many other villains may be, but for him to utilize his skills at a hunter the most considering he could still be prey for any of his pets, I decided to leave him the way he is after days of thought.

Ultimately Khyber is in it to win it, and as you all can see he's willing to go very far with what he desires. I may need to add a gore tag depending on the next chapter that'll be up in a few days.

In the mean time enjoy and let me know what you guys think

Chapter 1

Chapter 1: And so it Begins.

“What is it you humans say? Oh yes I can kill two birds with one stone.”

Everything was in ruins. The city of Bellwood lay in nothing but waste and debris as fire spewed from collapsed buildings and the bodies of almost thousands lay either broken or too injured to move.

In the very heart of all this destruction lay the beaten bodies of three figures and standing above them clad in shining dark blue armor, wearing a mask that hid his face, Count Down, his breath audible due to the filtering in his mask as if the very air here were toxic to him.

As the armored being stood above his enemies Ben lay weak and too battered to lift a muscle, Gwen and Kevin not too far away as they were both unconscious. And possibly in comas.

The young adult tried to move but found he couldn’t until a force lifted him up to his very feet.

“Rise sapient” said the voices of the armored being. “You have done well in trying to save your planet, as you have done with friends many other times. However your will to resist is strong you cannot face off against a god” a myriad voices echoing the last word under the dominant voice of the alien.

Ben blinked, clearing his vision as he stared down at the creature before him.

“Why? Why are you doing this?” he asked weakly his voice tired, dry and breaking as he found he could not move his arm to dial in a alien.

“What gives you the right to-” he yelled as the invisible force tightened around his body.

“Enough mortal” Count Down ordered. “I told your people when I arrived that I had come to pass judgement on this world and all others. Yet they laughed. I do not understand human laughter, how could they laugh when I have instructed them they shall face their demise?” his meager voices once again echoing the last words for added emphasis.

Ben didn’t reply.

“Well then” the alien said turning around to face the ruined city around them. “I shall dispose of you soon enough. Your pain and suffering will not be long mortal” and with that the force began to tighten around Ben.

“Wait!” Ben managed to scream before he could feel both his arms breaking, Count Down stopped.

“You may speak” the creature stated in his monotone voice(s).

Ben couldn’t think. Everywhere hurt, his body was covered in bruises, he couldn’t feel either of his arms. And he felt like any second now he’d pass out. But this was just like any other day. He’d dealt with much worse before.

Gathering as much strength as he could to stay conscious the bleeding hero said as loudly as he could.

“A bet.”

“What?” the voices replied in response.

Whether he was surprised or not Ben couldn’t tell, but he had to continue. He had to drag this out, because now that everyone had been defeated it was up to him to fix this.

“A bet” he repeated. “Let’s” he paused so he could draw in a painful breath. “Let’s have a bet” he said managing a weak smile.

“A bet?” the voices asked, sounding almost amused. “Query. Of what purpose would this bet be to us human?” the being said turning around and outstretching a hand to display the ruined town before them.

“Do you not see the waste of your world now? I could be rid of it all with a simple snap of my fingers. And yet you wish to bet with a god, who could easily wipe you and everything out of existence” Count Down’s dominant voice demanded.

The broken boy nodded, managing only a weak smile as best he could, despite the bleeding lip and bruises on his face.

“Exactly” Ben said. “Give me time. Enough time to rest and regain strength. I’ll come back and fight you again. If you win then...I yield, you get to do whatever you want to all the worlds including earth.”

Count Down remained silent, calmly listening to everything being said. “And if you win?” the dominant voice boomed drowning all the miniature voices out.

Ben’s grin widened. “You leave and never bother us or any of the other worlds again” he stated with as much confidence he could muster through the fake grin.

The words echoed. The armored figure whose face remained hidden behind the mask and the filtering underneath it continued to stare at Ben with humanoid like sapphire green eyes, weighing in his options.

Finally he made a decision which came with a cold, vibrating laugh that accompanied the deep dominant voice with other smaller ones. The laugh was only accentuated by the lightning that flashed from the dark red clouds that hanged over the city above.

Ben felt his head aching severely as he listened to the horrible laugh, feeling his confidence being drained as he heard his opponents cackling.

“Very well then” the dominant voice of Count Down stated as he slowly released Ben, placing him gently on the ground.

“For being the first creature to ever show such courage in the face of defeat I will give you the chance to prove yourself. You will have one
year” he began.

Immediately Ben opened his mouth to retort but was silenced as he felt a sudden force reel him forward to the powerful armored hand of the alien before him. Clutching his jaw gently yet firmly so that in a manner the boy could not speak, his armored fingers almost pinching into the skin.

Count Down spoke again, more authority in his voice this time around.

“You will have one year” he repeated his sapphire green eyes radiating a toxic color as he glowered down at his weak foe. “to recover and return back here to try and defeat me. If in one year you have not returned, I will slaughter all the cattle here like what you humans call Thanksgiving Day” he stated firmly.

Ben gulped.

“If you defeat me I will yield to your demands. If you do not, well then you will have to wait trapped in the other world till I have dealt with this one.”

Ben’s mind froze. “O-Other world” he stuttered.

“But of course. Surely you did not believe I would have you heal here?” he asked snapping his fingers as a line slowly bled through reality and opened into a portal of inter-dimensional energy.

He gulped. “Where? Where am I going? The Null Void? Vulpimancer territory? Big Chill’s world where?!” he asked somehow managing to find the strength to clutch at the large fingers that held him in place.

Count Down said nothing, he merely stared at Ben with nothing but indifference as he said “You’ll find out soon enough vermin.”

Shoving Ben back he turned to the portal and waved his hand over it as an image began to form.

Ben was still in a stupor, it wasn’t till the weak voice of Kevin called out to him, that he realized.

“The watch Ben! Use it!” Kevin said before once again fainting from blood loss.

Ben lifted his hand up and stared at the device. The Omnitrix, the most powerful alien device ever built by Azmuth and this was his chance to use it.

Running his fingers over the interface the watch glowed, green.

“Come on. Come on. COME ON!” he muttered to himself. “For once give me something I can use!”

The head popping out of it’s lug, ready to be slammed down so that it could transfer the necessary information into Ben’s body, through his DNA and give him the powers, he either wanted or didn’t want.

But it was too late. Before he could raise his hand to slam it down on the watch’s interface the device suddenly clicked open, flying off his wrist and the beeping dying down as it shut off.

“You won’t be needing that where you’re going” Count Down’s voice said, though monotoned Ben could clearly sense the humor.

Feeling a mix of inner rage and utter shock as he watched the device shut down and go off he watched it land into the behemoth’s metallic fingers as they curled shut, closing around on the device before it being enveloped by a bubble of darkness and fading into the creature’s dark blue and gold striped armor.

He would’ve lashed out, but he knew that wouldn’t do any good as now that he was powerless.

He closed his eyes, head dropping to the side in defeat. He’d thought he’d be able to steal the omnitrix back somehow. But without it now, how would he be able to defeat this creature in whatever world he was heading. How would he survive the new dangers that awaited him?

Ben was snapped out of his thoughts as he felt a cold weighted touch on his shoulder.

“Do not worry human” Count Down said in what Ben thought might be a soothing voice.

“You will not be alone” he snapped his fingers and once again a portal opened up beside the one right next to it.

“Now choose which one you will go into.”

“What difference does it-”

“Choose” the voices ordered more strictly, with warning almost.

Ben sighed wiping his bleeding lip on his black green striped shirt he looked between the two portals. The one on the left had the hazy image of creatures moving about, and the other on the right had just about the same thing only it’s appearance seemed to be different altogether.

“Well that’s a no brain er” he thought with a slight grin. “The one on the left.”

A rumbling laugh from all Count Down’s voices made Ben’s grin slowly fade away. "A wise choice young hero" he shoved Ben in front of the portal with the slightly clear image of what would be awaiting him once he had crossed.

“However a foolish choice for your friends” Count Down said as he raised his hand lifting Kevin and Gwen in their unconscious state and hurled them through the portal on the right. The portal shook, made a sound that sounded like a burp. Then closed with a shut, all while Ben watched his two best friends get sent like stones to their doom.

The doom he had chosen for them.

“You- You Bastard! I’ll kill you! I’ll-” the boy’s body froze as the invisible force once again wrapped around him, rendering him motionless.

“There there Tennyson. As I have said, you will not be alone. You will have friends there waiting for you. As long as they do not think of you to be insane at first” he said with a grin, that seemed noticeable from behind the mask.

Ben gritted his teeth, his body was a wreck, he hurt all over. He had just sent his cousin and best friend to probably their own deaths in a completely different world, and now he was starting to cry!

Blinking away the tears as he slowly levitated to the portal Ben glared darkly at his opponent. “I’m going to take pleasure in beating you senseless when I get back chromedome” he said with venom.

The armored alien merely laughed his sapphire green eyes once again glowing a toxic color. “And I look forward to watching you and all species tremble in fear. Or as you humans say ‘wipe the floor with you’” he said with an added chuckle as Ben sent a scowl his way.

As soon as he had finished the chuckle though all manners of seriousness returned.

“Well then Benjamin Kirby Tennyson. I will see you in a year. And if by that time you find yourself strong enough to fight and win. Then it is your victory. If not, I will” he said snapping his fingers as a multitude of people began falling from above and landing gently on the ground.

“Crush all of you. And make you watch” the dominant voice said for the first time showing signs of true emotion. This sign merely made Ben shudder.

“And I’ll be starting with him” he said pointing to one of the figures that lay on the ground. An old man with white hair, wearing a hawaiian shirt, and trousers.

“Grandpa Max” Ben whispered, fear and anger taking over. Turning towards the beast he shouted, “If you lay a finger on him! On any of them! I’ll end you!” he snarled.

“I’d like to see you try” the voices taunted.

“Goodbye human, have fun in the world of Equestria” and with that the iron beast tossed the screaming young adult into the portal.

As Ben fell through the rift he felt his body tingling, pain shooting through him as his fingers began to curl, change into something else. The pain was too great for him to bear. He blacked out.

The sound of chirping birds filled the ears, of an unconscious body. His whole body sore Ben sat up, feeling strange...different almost. Though he was sure he’d get used to it, he assumed he’d just taken an alien form of some sort or whatever.

That’s when it hit him. The events that occurred no less than hours ago. His body a mess his arms still sore the young man looked around, his neck feeling longer than it should be and the rest of his body feeling slightly off.

He could hear whispering around him, maybe Count Down’s many voices had finally wormed their way into his head and were toying with him, but he didn’t care. Getting up the boy tried to stand on both legs only to fall to the ground and land on his hands.

If you could even call what he now had still hands. Looking down a gasp followed by a painful grunt escaped the lips of Ben as he felt a sting in his sides and looked at his hands which no longer had fingers. They were instead replaced by...hooves.

“What the heck is this place? And what am I?” he asked completely oblivious to the other creatures that appeared to be ponies? Trotting around him, whispering or stopping to stare.

“You’re in Ponyville” a cheerful voice stated.

“Huh?” Ben asked looking around only seeing ponies trotting about as if they were avoiding him.

“Who said that?” he asked aloud, until a pink blur presented itself before him.

“Hi I’m Pinkie Pie!” the pink earth pony exclaimed grinning insanely.

Ben Blinked. “A talking horse?” he said not really surprised just confused. “Why was I sent to a planet like this?”

“Well I’m more pony than horse” Pinkie said tapping her chin in wonder. “And you’re not on a different planet silly you’re in Ponyville!” she exclaimed flashing Ben another smile larger than before.

“I’m in where?” he asked suddenly feeling the full force of his injuries coming back to him.

“Oh nononono” Pinkie said worry taking over her cheerful demeanor. “We better get you to a hospital. Oh! I know Twilight knows what to do. I’ll go get her don’t go anywhere okay?!” the pink pony called as she ran off, who knows where.

Ben fought to remain conscious. “Not like I have...a choice” he said weakly before passing out again.

Hours passed, slowly Ben’s eyes fluttered open. Looking around he saw himself to be in a quite well done and well furnished room. “Phew” he sighed.

“It was just a dream” he said turning around in the bed only to have his eyes fall on a lavender colored alicorn.

“Hi” the alicorn said. “I’m Twilight Sparkle, you suffered a lot of injuries but thanks to Pinkie and the others we were able to help heal you before things got to serious."

Ben stared more in surprise that he was staring at a winged unicorn, another voice above him made him look up and to his amazement pegasi were flying above him.

“Oh..I hope your feeling much better now” the sweet voice of a yellow pegasus said.

“He’ll be fine the guy looks plenty tough to me” the blue pegasus said flying next to her with confidence.

“Now really everyone leave our new friend alone. He just woke up from his rest, and I’m quite sure he’ll need more after what he’s been through” a white unicorn with amazing hair she scolded while trotting in with a orange pony in a stetson following behind her.

“Ya’ll velly mfould datch wat you’re saying” the orange pony said, laying a basket down beside the bed that had been in her mouth.

Ben was still too surprised to say anything. He’d experienced tons of way more amazing, shocking and life threatening things before. But right now he was in front of magical creatures and that was something he had never seen before.

Once he found his voice he cleared it, earning the smiles of all the mares surrounding him.

“Um where am I” he asked meekly.

The mares all looked at each other and it was Pinkie Pie who smiled throwing confetti everywhere in her exclaim: “Welcome to Ponyville!”

Chapter 8

Chapter 8: The Search Continues

“We have to find them”

The sound of parchment magically appearing in front of Princess Cadence as she sat in her throne with the zebra and her husband by her side signalled that Twilight had responded to her message.

It was in the morning now, Cadence had woken up especially early to take care of all matters of business alongside her husband so that they could quickly help their new zebra friend find his comrade.

Rook had asked for them to do a complete scan of the list of all the inhabitants of the crystal empire, and upon learning what this “cutie mark” was he had asked for pictures to be sent as well. Currently the zebra sat in his newly patched armor with the Proto-Tool resting on his shoulder as he scanned each picture.

“So why did we need our subjects to take pictures of themselves again?” Shining asked the periwinkle zebra as he began scanning the last group of pictures and the list of names beside it.

“It is because I do not know what form Ben has taken in this world” Rook replied not lifting his eyes from the records. “And if this ‘cutie mark’ is as you said a mark that appears when you realize what your special talent is then I should be able to find Ben solely based on that.”

“I see” Shining said slightly amazed by how scrutinizingly observative this zebra was. Then again he had to consider the fact that this zebra may just be from a completely different world altogether.

“But one more question” Shining Armor said this time getting the zebra to look up in his direction.

“Cutie marks while they may range from what you’re special talent could be, there are ponies out there who have the same cutie marks as others if not slightly different in some way. What makes you think Ben would be so easy to find if there’s even the slightest chance that there’s a pony out there with the same cutie mark as his?” the stallion asked with a raised hoof.

Rook merely smiled as he turned his eyes back to the records and photographs. “Because Ben has a completely different talent that I don’t believe anyone here has” Rook said as he moved on to the last section.

“And what’s that?”

“His incessant need of fiddling with the Omnitrix and his incapability of staying out of trouble” the Revonnahgander replied with a chuckle. Although the smile he had soon vanished as he saw that no one in the Crystal Empire had the mark he was searching for.

Shining Armor would have asked another question as to what this ‘omnitrix’ was, but his wife spoke up.

“Good news!” Cadence said with a smile to Rook as she put the letter down. “Twilight says she knows a Ben who suddenly appeared out of the blue. He’s not in Ponyville right now though. It says he’s off to help solve a problem that Ponyville seems to be facing with Rainbow Dash and Fluttershy.”

“Twilly’s in danger?” Shining asked concerned.

“She’s fine Shining, don’t worry she reassured me” she said patting his shoulder.

“Princess?” Rook said patiently. “The issue of Ben’s whereabouts?”

“Oh yeah, sorry” she smiled sheepishly. “Twilight said they headed off into Everfree forest, she’s not sure where exactly but Ben said he would try to get a letter sent out somehow.”

Rook got up from his seat and began moving towards the throne room’s exit till he felt a tug on his tail. Looking behind him having forgotten that he even had one the Revonnahgander looked up at the cerise pink winged unicorn staring at her with a raised brow.

“What are you doing?”

“You can’t leave with the way you are” she said with worry. “You got here only yesterday and you’re still in recovery. What kind of pony would I be if I let my injured friend out all alone in a world he doesn’t understand?” she said with a warm smile as Rook’s ears drooped slightly.

“I appreciate your concern but...I have to go. There is simply no time to waste on recovery” he stated turning back towards the door ready to walk out.

Both Cadence and Shining looked at each other with worried expressions until Shining Armor’s eyes lit up with an idea as he whispered to his wife who nodded her assent.

A light rose glow surrounded a nearby cup that had been brought to them earlier in the morning. As the cup lifted off it’s tray and Rook was almost out the throne room gates Shining Armor hurled the glass object at the zebra with as much force as he thought necessary.

The crystal cerulean cup sailed across the room in a straight line for its intended target and just as it looked like it would hit Rook on the back the zebra with swift reflexes Shining Armor had only seen pegasi do during training drills, spun onto a stance on his hind legs managing to catch the cup in both his forehooves. The sudden effort making him wince in pain from the bruise still healing on his side.

Cadence smiled, Shining clapped moreover impressed by the Revonnahgander’s skill. “See?” she said with a mischievous smile. “You’re still injured, there’s no way I could let you go alone, besides like I previously said you have no idea where to look to begin with. You don’t know Equestria like us pony folk do.” She pointed out, “so you have no choice, in the matter.”

Rook sighed before dropping to a hoof and placing the cup on the ground safely. “You are right. I have no choice, so I’m afraid I must ask you for a favor.”

Cadence raised a brow, “And what would that be?”

Double thinking what he was about to ask Rook took a second before looking up at the winged unicorn and the unicorn before him, the determination he’d felt on the day he became a Plumber recruit burning in his eyes. “Come with me.”

Kevin woke up to the sound of the inn’s door closing. Lifting his head up slowly the stallion saw Gwen making her way towards him a smile on her face as she made her way over to the window across from them..

“Sleep well?” she asked opening the curtains and letting in some sunlight, brightening up the room.

“Yeah just fine, you really were pretty clingy last night. What was the whole deal with that anyway?” he asked, with a sly grin. “You’re usually never this you know clingy even when we’re alone” Kevin said not trying to hide the slight surprise in his voice.

Gwen merely smiled placing her paw against the stallion’s face. “Well I couldn’t help it, if I wanted to keep you a little closer” she said warmly. “Besides I didn’t hear you complaining did I?”

Rolling his eyes the smile still on his face he shrugged. “No, no you didn’t” he admitted.

“Anyway. We should probably get searching for Darkstar now huh?” Kevin said getting up from the bed.

“Yes I agree” Gwen said following Kevin as he opened the door and exited the inn room. “Should we call Discord out now or wait a bit?”

“Now that you mention it where is that crazy dragon?”

*** ***** ***

On the first floor at another part of the inn Ben, Fluttershy and Rainbow Dash occupied a room fit for three as Discord floated over the sleeping stallion as he snored in his bed.

“Hm, wouldn’t have expected him to stay up so late into the night listening to my little moments of chaos. This one’s a strange one” Discord said with a smile as Fluttershy trotted over to readjust Ben’s head as it fell over from the side of the bed.

“Well he did spend most of his night escaping dangerous scenarios, one’s that he somehow managed to get himself in. But he did seem to push himself a bit” Fluttershy said with a small smile at the sleeping stallion.

“You have to give the guy props even though he nearly died out in the forest twice I couldn’t see a lick of fear in his eyes!” Dash commented. “The way he acted brushing off the timberwolves attack and the eel’s little midnight snack out of him, he really made it seem like he’d dealt with much worse.”

“Really now?” Discord said stroking his beard, getting a nod from both Dash and Fluttershy in response. Interesting.

“Discord!” he heard his name being called from upstairs. Ben twitched in his sleep and the two mares looked up at the ceiling.

As if the call of her friend’s name was all she needed to remind her of the question that had been bugging her since their arrival at Dodge City Fluttershy turned her attention to Discord.

“Hey Discord?” she asked the surprised draconequus as he turned to face her. “Where are those two friends you said you were escorting?” the gulp Discord made, caused the yellow pegasus to raise a brow and Dash to stare at him questioningly.

“Now that you mention it. The animals that spotted you guys said something about seeing you escorting a hybrid of sorts and a stallion. Where are they?”

“Oh them?” Discord asked, feeling his initial plans of postponing their meeting suddenly go down the drain. “I uh, I uh- they actually went on ahead of me! I told them to go on ahead and wait for me across the city. We should end up meeting them eventually along the way in fact-”

“Discord!” Kevin’s voice yelled louder than last time obvious irritation in it.

Slapping a his paw to his face he growled. “Excuse me.” But before Fluttershy could get him to stop the dragon was gone in an explosion of pink bubbles.

“Disc” -a claw suddenly appeared covering Kevin’s mouth- getting quite up in Kevin’s personal bubble Discord let out a silent growl through gritted teeth. “What?”

Shoving the claw away Kevin scowled at the ancient being before, moving further down the hallway towards the stairs. “We’re ready to go. Let’s pay our due and leave. If we want to stop Darkstar from getting any further in his plans we’ll need to get a move on and now.” He ordered as Gwen passed by him following her boyfriend, Discord couldn’t help notice something slightly off about the magic he felt around her.

“You coming?” Kevin asked from the front of the spiral stairwell.

Gwen had already went ahead. Remaining silent for a few seconds Discord nodded a sly grin secretly spreading as he followed. “Coming Kevin deary!”

As the trio made their way downstairs and towards the innkeepers desk they saw Servus now taking position instead of Satura.

“Checking out?” the stallion asked.

“Exactly” Gwen stated.

“Oh yeah” Kevin said drawing Servus, Gwen and Discord’s attention towards him. “Where’s that mare who checked us in last night?”

“Madame Satura is out on business” the mustard pony replied. “If you have a message I may deliver it to her later.”

Shaking his head a little too suddenly (unknowingly earning Gwen’s slight grimace), Kevin told the earth pony there was no message he wanted relayed to the mare.

Gwen turning her head to Discord, “Well?”

“Well what?” he asked with a confused look.

“Pay the ma- pony for their hospitality” Kevin said, rather bluntly.

Discord frowned at the two. “You know if it weren’t for you two being my friends I’d tell you to go bite a-”

“That!” Servus said cutting in before Discord could finish yanking out any bits from his wallet and the sentence. “Won’t be necessary. Madame Satura says it is...” he paused for dramatic effect casting a look at Gwen that made the dracony look away in slight embarrassment much to Kevin’s confusion.

“Madame Satura says it is on the house. Free of charge, no need to pay master of chaos” the mustard stallion bowed humbly. And apparently that was good enough for Discord, because no sooner had he heard “on the house” was the floral decorated wallet gone.

“Well! Kevin, Gwen?” he said clapping his hands together. “What’s say you guys and I head on our way and begin heading towards BadLands?

“It shouldn’t take us more than a-” once again the draconequus was cut off by the shout of his name.

“Discord!” Rainbow Dash said rushing him. “Did I just hear you say BadLands?! The place where ponies like Buck Rogers and Daring Doo have only made it out alive due to sheer luck?! You’ve got to take us there! WOW! No pony is going to beli-” she paused, just now taking notice of Gwen and Kevin.

A second passed and Dash had connected the dots. “These are the two you're helping aren’t they?” she asked facing him with a dull expression. He nodded.

Ben soon came walking up with Fluttershy right behind him, rubbing his eye with a hoof. “How’s a guy supposed to dream about a Mr. Smoothie with all this noise?” he asked grumpily.

“Ben we’ve already told you we don’t have anything like that in Equestria.”

“Well you should!” he stated with vigor. “Not having a Mr. Smoothie’s is like not having water. It just doesn’t work that way.”

“Ben?” a all too familiar voice said drawing the flash white stallion’s attention.

Turning towards the taller steel stallion Ben stared silently at him, for a few seconds. For a while no one in the group said a word as Discord waited tentatively to see what would happen and if his plans had really blown up in his face.

They had.

“Ben?!”

“Kevin?...Gwen?! What the- What happened to you guys?!”

“We should be asking you that...look at you you’re so small!”

“And what’s with your hair dude you grow it out even more?

“Hey at least I look good in it.”

“Keep dreaming, Kev.”

“Hey! I look good in it right Gwen?”

Gwen smiled pulling Kevin close. “I think he looks just fine” she said taking advantage of her new height as she pulled the slightly surprised stallion closer. Kevin broke the hug when he caught the embarrassed look Fluttershy was having on her face, and the slight gag Dash was making.

“Ahem. Anyway, how did you guys find us?” Kevin asked, as Gwen moved over to ‘her’ cousin and hugged him.

“We didn’t even know you were here” Ben said. “Discord met us up ahead and brought us over here. He never mentioned you guys. Isn’t that right Discord?” Ben said to the fleeing draconequus who was tiptoeing his way out of the building.

A nervous chuckle was all that escaped Discord before he turned towards the group with questioning stares shooting in all directions at him. Even from the butler.

He simply snickered cursing under his breath “Horse apples.”

“Shining are you sure about this?” Cadence asked for no doubt the twelfth time.

“Cadence. Dear, I’ll be fine. I can run the castle by myself no problem” he said lifting a reassuring hoof and hitting his chest pridefully.

“Just leave it to me alright. Besides I’m not as good with healing based spells as you are. And while the empire might need both it’s rulers I’m pretty sure I can handle a week or two without you. So don’t worry about it, go help Rook he really needs it.”

Cadence bit her lip torn between her people and helping the stranger who had for some reason had grown on her like a long friend since their sudden meeting yesterday. The zebra had also grown on Shining as well since the unicorn was so vigorously advocating for his wife to help him on his quest.

“Are you sure?” she asked again. This time Shining rolled his eyes, before trotting up to is wife pulling her close and giving the alicorn a kiss. They were back in their room and Rook had decided to wait outside for their decision.

“I’m sure dear. Go help our friend alright?”

Still biting her lip Cadence reluctantly nodded. It wasn’t that she didn’t want to help Rook. It was just her people and husband that bothered her on the matter. But as Shining Armor had said he could work things out for the next fortnight without her. Besides he always had help, in case he needed it.

“Alright” she said with a small smile. “I’ll go. But if you need me have Twilight send me a message and I’ll be back with Rook as soon as I can.”

Shining chuckled with a nod. “Like I said don’t worry, but yes I will contact you if necessary. Now go on” he said giving her one last kiss.

“Ahem” Rook said awkwardly peering inside, spotting the kiss and gluing his eyes to the floor. “Are we ready to go. I don’t mean to rush and all but-”

“We are ready to go” Cadence said once she’d stopped Shining from breaking their kiss when Rook had interrupted, making sure they finished before she released him.

“So how do we get to the Everfree Forest? From the map you have provided,” he said taking out the map in the saddlebag he’d been given. “it looks like on foot it will take more than two days to get there,” he stated. Cadence merely smiled, humorously.

“Did I say something funny?” Rook asked, which Cadence only replied with a shake of her head.

“We’re not going there” she said with a smile. “I got a letter from Twilight a few moments ago that Discord had said Ben, Fluttershy and Rainbow Dash were all in Dodge City. If we take my chariot we can get there within half a day’s flight.”

Rook nodded. “Then please lead the way Princess.”

Princess Cadence did just that, her husband escorting them along the way down to the royal courtyard where two crystal pegasi and two regular pegasi, one of them having a bright blue mane and gamboge coat being in the lead of the pulling group.

“Alright you guys” the pegasus with the blue mane said. “Ready?” the response was pegasi beating their wings as Rook and Princess Cadence got on.

“Alright then let’s move out!” he ordered. Slowly moving the chariot forward the vehicle began moving as the ponies in front paced into a gait, then eventually took off into a gallop, before spreading their wings and slowly lifting the vehicle. Rook and Cadence waving their goodbyes to Shining Armor below till the unicorn was out of sight.

Princess Cadence smiled as the wind whipped her mane and she looked back behind her towards her kingdom.

They’ll be alright, she thought with a smile as Shining flashed into her mind. Pushing the thought out of her head the unicorn joined her friend whose gaze was now firmly fixed ahead with newfound determination. Princess Cadence couldn’t help but soak in the feeling of her companions eagerness to join his comrade in arms.

Their search had taken off, and was now continuing on to their destination. “Dodge City here we come.”

“So let me get this straight?” Dash asked. “You were planning on not telling us that Ben’s cousin and best friend were here and letting them roam around freely till they happened” she used her hooves to form air quotes. “to meet up?” she asked incredulously.

Discord nodded, his lower lip pouted in shame from the disappointed look Fluttershy gave him.

“Oh Discord, how could you?” she said sullenly.

“I think that was pretty good.” Rainbow Dash said in his defense, earning a shocked look from the yellow mare.

“Hey I give props to where their earned” the cyan mare said with a shrug. Fluttershy shook her head at the statement and turned her attention to Ben, Kevin, and Gwen. The dracony who seemed to be maintaining her distance now from the cousin Discord had heard that she was so desperate to meet and concerned for.

“What’s the matter Gwen?” she asked the dracony who suddenly jumped upon being called.

“Aren’t you happy to see your cousin?” Fluttershy asked with a small smile.

Gwen didn’t say anything looking at her cousin who stared at her with a raised brow along with Kevin when she didn’t reply. “Gwen you alright?” Kevin asked.

“Yeah dweeb what’s wrong?”

A few seconds of added silence and the dracony rubbed her arm nervously saying, “Sorry Ben, I’m glad you’re here and all just uh. A little nervous is all, don’t think you noticed but, we found out Darkstar’s here” she said.

Ben more thrown off by the fact Darkstar had appeared rather than his cousin’s failure to make witty remark against him calling her a dweeb the stallion’s ears immediately stood erect, having full attention.

“What do you mean he’s here?”

“I mean he’s here. Around Dodge City somewhere at least that’s what the master of-- Discord says” Gwen finished.

Rainbow Dash and Fluttershy who still were in the blue about this ‘Darkstar’ being turned to Discord who shrugged simply saying. “She’s right. Though the magic I’m sensing is coming from BadLands, seems to be getting stronger. We should probably stop wasting time talking-”

“And get straight to action” Ben stated as he began marching his way down a random street only to stop and look back at the others behind him. “Well! What are you waiting for Discord lead the way!”

In a flash Discord was in front like a marching band director and showing the flash white stallion the correct street to go. Fluttershy, Dash and Gwen followed behind but Kevin remained back at his spot where they’d been sitting not to far away from the inn, watching Gwen.

“Something’s definitely not right about her” he stated.

“Kevin?” Gwen’s voice said drawing him out of his doubtful thoughts. “You coming?”

He nodded following the others behind and moving on up ahead of Gwen, feeling her eyes firmly glued on to him in a strange and slightly familiar manner. “Something’s definitely not right here” he muttered, as Gwen caught up with them.

“I just hope this feeling disappears once we get to BadLands. Cause I’m really not starting to like it.”