Friendship is Ultimate

by Bronyzilla

Rating: everyone
Tags: Adventure, Pinkie Pie, Crossover, My Little Pony: Friendship is Magic, Human, Spike, Rainbow Dash, Fluttershy
Length: 7446

3 ponies are stuck in another world, now they must team up with its champion, it's hero time!

Rainbow Dash, Pinkie pie, Fluttershy, and Spike have been sent to a different world, a strange one with aliens, bounty hunters, and even... ghosts? Now they must team up with its champion, Ben 10, who also seems to be having problems of his own. Will they get home? Or will Rainbow Dash's and Ben's egos get in the way?

Published 2011-12-02 12:21:27 UTC
Last updated 2012-01-19 21:17:42 UTC

Chapter 1: One of those nights.

Our world is not the only one out there. There exists a multiverse, in this multiverse there are many worlds, each having it's own traits that set it apart from other ones.They are also filled with heroes, villians, and every thing in between. Some worlds are alternate versions of ours, while others are something all their own. Tonight, two of these worlds will clash, leaving two of it's greatest heroes to learn that friendship is ultimate.

It was a dark, quiet, and peaceful night in the small town of Bellwood. It was a rare sight, having all this peace, for this town is home to the alien superhero known as Ben "10" Tennyson, his energy being cousin Gwen Tennyson, and his matter absorbing best friend, Kevin Levin. The three have had many adventures together, and their newest (and also strangest) adventure was about to begin...

Ben, Gwen, and Kevin were inside an old warehouse they found, testing a warp jumpgate they recently obtained.

"Are you sure this is going to work?'', asked a curious Ben.

"Sure I'm sure," answered an annoyed Kevin,"once I hotwire this Highbreed jumpgate, we can teleport anywhere we need to go, we wont need my ship ever again!"

"But I thought you liked that ship.", stated a concerned Gwen,"Besides, I can just teleport us any where myself."

"Ok look, it took me forever to find this thing, just let me have this!" Kevin then turned around and activated the jumpgate,"Here goes nothing."

The jump gate had roared to life, and everything seemed to be going ok, but something went wrong, large strikes of lightning shot out from it and the ground around it started to rumble.

"Hit the deck!"

The jumpgate exploded, leaving nothing but smoke.

"Well, there goes that plan...", coughed kevin as he tried to get all the smoke out of his face.

"Wait," said Ben, "I think I see something!"

Ben was right, in the smoke there were four silhouettes. When the smoke cleared they were revealed to be... horses? And also... a little dragon? They were very short and almost seemed cartoony. The first horse was a cyan blue, with two wings, a rainbow mane and tail, with two rainbow colored lightning strike tattoes at both of its flanks. The second also had wings, it was yellow, had a long light pink mane and tail, and also had tattoes at its flanks, except it was of three butterflies. The third had no wings, it was pink, and a dark pink frizzled mane with tail, and ballon tattoes at its flanks. The last appeared to be a short, wingless, purple dragon that stood on its bipedals.

"Something? More like somepony!", the blue one stated.

Ben, Gwen, and Kevin all had to rub their eyes to make sure they weren't seeing things before Kevin spoke up, "Uh, whoops, looks like I brought something through."

The blue pony then responded to this, "You brought us here? Alright, it's go time!" The blue one then flew at amazing speed toward kevin before Gwen trapped the winged pony, along with the others, in an energy bubble with her powers.

The yellow pony seemed to be having a panic attack, muttering things like "oh no" and "this can't be happining" while the pink one seemed to be having a blast. But the blue one was angry, and shattered the shield with its speed, freeing it, and its friends while yelling, "Alright, I've had enough! It's time for you three to give us some answers!"

Ben smirked, he looked down on his left rist where layed: the Ultimatrix, a device that could change anyone into any alien in the galaxy. "Yeah?", he asked, "Well your watch must be slow, because mine says it's hero time!" Ben dialed his watch, looking for a form to turn into, when he found one he liked, he slamed his hand down on the image of the alien and turned into; "GOOP!", he looked down at himself and noticed he turned into a big, green blob with arms, legs, and a floating saucer on top, seemingly keeping the body togrther.

"Wait, Goop? I wanted Big chill you stupid watch! Eh, guess I'll have to make this work."

Ben changed Goops form to some type of blanket and wraped himself around the four to make sure they didn't get away.

"Aaaah!", the yellow pony shouted, "Get it off! Get it off!"

"Cooool!", the pink one stated, "It's like a giant blanket is hugging me, and also trying to kill me! Which is also sorta awesome..."

Ben then turned his attention to the blue one, "Stop struggling! I'm Ben 10, I can help you aliens get back home!"

"I don't know what a "Ben 10" is, but don't call me an alien, it's Rainbow Dash! Also, you're ticking me off."

The pony now known as Rainbow Dash burst out of Goop while also freeing her friends. She then started flying around the room super fast.

"Hmmm...", Ben thought, "She's fast (at least I think these ponies are shes) better go for a faster alien, like XLR8!"

Ben transformed again, but instead of XLR8, the Ultimatrix turned him into a big (very big) dinosaur-like creature, "HUMUNGOUSAUR! *sigh*, it's going to be one of those nights, isn't it?"

Rainbow Dash swooped in to swat at Ben but he reached out and was able to stop her with his massive strength, "Alright little pony, you've got five seconds to reconsider what you're about to do!"

Rainbow turned and responded, "What? Are ya scared of me?"

Ben answered, "Have it your way." Ben then threw Dash on the ground and precedded to stomp on her but was stopped by a pink energy shield.

"Are you trying to kill her?", yelled Gwen. Dash took this oppertunity to fly out from under Ben and went back to buzzing around his head, landing in a few hits every now and then.

Gwen turned to Kevin and asked, "Could you watch those three? I need to make sure these two don't kill each other."

Kevin sighed and grumbled, "I always get stuck with the grunt work..."

Kevin ran over to the three but before he could say a word, he was cut off by the pink pony, who ranted, "Hi! I'm Pinkie Pie! That shy little pony over there is Fluttershy! See that little dragon? That's Spike! Your friend is wierd, how does he turn into those things? Is he from the everfree forest? There's alot of wierd monsters there, but not as wierd as your friend! He's pretty since he can keep up with Rainbow Dash! Are you guys hairless monkeys? I mean, I know you have hair on your head, but you know what I mean! Hey, did you-".

Pinkie was then cut off by Kevin who exclaimed, " How about you sit down and shut up before I pound you into next week!" Pinkie happily complied while saying, "Okie, dokie, lokie!"

Kevin turned to the one called Fluttershy and asked, "You're not gonna give me any trouble, are you?"

She whimmpered and replied, "Oh,no,no,no... I would never... not to you..."

Kevin turned to the dragon called spike and questioned, "What about you shorty?" Spike replied, "You'll get nothing from me Mister!"

Rainbow Dash and Ben continued their fight. Dash realized just how small this warehouse was, so she didn't have much room to fly, which means she might lose this fight, "How about we take this dance outside?"

Dash busted out one of the windows in the warehouse to get outside. Before chasing after her, Ben turned to Gwen and said, "Gwen, I need to go after her, is it cool if you stay here with Kevin to make sure those other three don't get away?"

"Actually, I already asked Kevin to-"

"Thanks, I'll be back in a bit."

Ben smashed his way out of the warehouse, leaving a giant Humungousaur shaped hole in the wall, and also a facepalming Gwen.

The two heroes were now facing each other in the streets. Both seemed ready to kill the other.

"Alright monster thing, you got on my badside, so I'm taking you down!", exclaimed Rainbow Dash.

"You're insane, which is why you could use some electro shock therapy, and I'd be happy to oblige!", a green light then enveloped Ben, blinding Rainbow Dash, when the light dimmed, Dash was a bit surprised. She's seen many different monsters from the everfree forest, but none of them have been able to change forms instantly like this one, the thing in front of her not went from being a dinosaur to a yeti! The only other creature that she knew could something like this was Discord. But this guy is too sane to be him.

"SHOCKSQUATCH!"

"Shocksquatch?"

"Who were you expecting? Pikachu?."

Ben started to charge electricity all over his body, and then let out a huge lightning strike directly at Dash. She was just able to get out of the way in time, having the strike just missing her. She let out a sigh of relief but stopped when she noticed Ben was charging up for another blast, "Oh no you don't!"

She started flyimg rapidly around Ben over and over again until a rainbow coloered tornado started to form. Ben let out another electric blast but the tornado deflected it and shoot it right back at him. The twister vanished, leaving a pain stricken Ben laying on the ground.

"Am I being to hard on ya? Ready to give up?", asked an overconfident Rainbow Dash.

Ben shook his head a little to try and get rid of the pain before answering, "Nope, you're mostly working up my appetite!"

Another green flash enveloped Ben, and now transformed into a short, chubby, green alien named; "UPCHUCK! Ok, I was sorta leaning towards Eatle, but Upchuck is good, still works with my pun..."

"You should be less worried about puns and more worried about the pounding I'm about to give you!"

Ben had to think fast, he turned over to a nearby car and grined. He extended Upchuck's massive tongue and wrapped it around the car's door. He ripped the door right off and swallowed it whole, "Hope they had car insurence..."

Dash was once again awestruck, but not from amazment, more from disgust, "Wow... good thing Rarity isn't here, she would've fainted right on the spot..."

Ben looked down at his stomach, it started to glow green, meaning it was time to fire! Ben shot out multiple balls of acid at Dash, who was dodging each one with ease, but was still surprised, "Is that acid? Are you nuts!? You could hurt somepony!"

"That's sorta the point."

Dash flew as fast as she could, ramming straight into Ben's stomach, "Ow... never realized how sensitive Upchuck's stomach was... then again, his name is Upchuck..."

Ben was bent over clenching his stomach out of pain.

"Ready to give up now?", asked Dash once again.

Ben answered with, "Hold on... I don't... feel very good... I think... I'm gonna hurl..."

Ben's eyes widened, he stood back up and let out one of the biggest acid attack he has ever done. The giant ball of acid slammed right into Rainbow Dash, who was sent flying to the ground. Ben mannaged to recover from his stomach ache, "Ugh... I think that was hard on both of us... well, I guess that'll teach you to randomly attack one of my friends!"

When Ben said that, Dash then realized something, she left Pinkie Pie, Fluttershy and Spike back on that warehouse! She shook off the pain, flew back up and said, "Time out! I need to go check on my friends!"

Dash then bolted off as fast as she could back towards the warehouse.

"Hey! Get back here! I'm not done with you yet!"

Gwen and Kevin were starting to get very bored. They were stuck with babysitting three odd (very odd) aliens. One talked to much, another didn't talk enough, and the last seemed to act like a little kid (they later assumed him to be one, based on his height).

Then Gwen noticed something, she looked up and seen that Rainbow Dash had flown back, "Ok. you two better let go of my friends befor I-"

She was cut off when a ball of acid had hit her (again) and was sent flying to the floor (again).

Gwen turned back around and saw Ben walking in threw the huge hole he left in the wall, "Time in. Hasen't your Mother ever told it's rude to walk out of a beating before you can get beat up?"

The two charged at each other, ready to deliver the biggest beating they've both ever given, but suddenly, "Hey! Would you two knock it off already?!"

Gwen looked over and saw Spike standing almost directly inbetween them, capturing both of their attention. She looked over at Kevin who had a look on his face saying, 'I couldn't stop him'.

She turned back to Spike to see what he had to say, "Why are two even fighting in the first place?!"

Gwen precedded to put a shield in between them so they wouldn't get any ideas.

"They started it!", they both answered in unison.

"Yeah? Well I'm ending it!", yelled Gwen, "Ben, turn back to normal, and uh..."

"Rainbow Dash.", Dash reminded Gwen.

"Right, come back on the ground and we can talk about this."

Next time: Aliens, ponies, and dragons oh my!

Chapter 2: Aliens, ponies, and dragons oh my!

After a little while they decided to go to Ben's house seeing as how cold it was in that old warehouse.

"Ok," said Kevin as he walked through Ben's front door, "I've ran their descriptions through the Plumber data banks, not a single alien species in the galaxy matches, this is wierd, even by our standards!"

Rainbow Dash started to get upset,"For the last time, we aren't aliens!"

"Aren't we all aliens? I mean when you think about it really hard, but not to hard or else your brain might explode!", exclaimed Pinkie Pie.

"Riiiight...", stated Ben, "Look, it dosen't matter if you guys are or not, right now, I think we're entitled to an explanation to what you guys are."

Before anyone could say anything, Fluttershy walked in the room with Spike on her back. She then stated, "Oh... I don't think that was a very pleasent carridge ride... sorry if I sound judgy..."

Gwen walked in shortly after and explained, "She got car sick, I don't these guys are used to traveling in cars."

"Eh, she'll suck it up, and as for you!", pointed Rainbow Dash towards Ben, "Before we spill our beans, you should spill yours!"

Pinkie interupted, "Don't do that! You'll make a huge mess!"

Ben ignored Pinkie's remark and answered, "Wait, you've never heard of me? Ben Tennyson? You know, Ben 10, greatest hero in the galaxy?"

"I've never heard of you."

"Nope!"

"Uh... sorry..."

"Pretty sure I would've remembered of someone like you."

Kevin tried his best to try to hold back his laughter, thinking it funny that there was someone out there that never heard of Ben.

"Oh come on! You must have! I'm the wielder of the Ultimatrix! You know, the device that lets anyone turn into any alien in the galaxy!"

Rainbow chuckled, "Oh yeah, "aliens", I'm sooo sure..."

"Oh, and this is coming from the talking pony with wings and a rainbow colored mane?", mocked Ben.

"Are you saying I'm a bigger freak then those things you turn into? I could mope the floor with you in ten seconds flat!", Dash proclaimed.

"Not very many can stand up to Humungousaur like you did, I'll give you that, but I've got at least ten other guys picked out in this watch who'd love to have a chat with you!"

"Bring it on, I'll take down every single one of 'em!"

"Ok, ready for round two? It's hero time!"

Ben turned on his ultimatrix, cycling through many different aliens until he found the one he was looking for, he slammed his hand down onto the watch and turned into, "CHAMALIEN! Man, this watch seems to really hate XLR8."

Bens form now resembled a two legged purple chameleon, it was about the same height as an average human being, with a needle at the end of its long tail. It also had three pupilless eyes, one green, one red, and one blue.

"Ben!", Ben turned to see his cousin Gwen giving him a deep scowl, "Really? You're going to fight in your own house? Are you nuts?"

Ben turned back to Rainbow Dash, who seemed to be ready to tear him a new one, he looked over at Gwen who had a similar look on her face. He looked down at Fluttershy who was now hiding behind his couch. Pinkie seemed to be off in her own little world while Spike was trying to help Fluttershy come out of her hiding spot. Kevin was still laughing over the fact that Dash and the others didn't know who he was.

"She has a point," Ben thought to himself, "if I damage the house in any way, Mom and Dad will kill me!"

Ben changed back into his human form and pointed right at Dashs face, "You got lucky this time!"

Rainbow simply just held out her tounge in a mocking manner.

"Anyways," Gwen said, "What Ben said before was kinda right, me, Ben, and Kevin are all decendents of aliens. I'm an Anodyte, which are pretty much energy beings, we get our powers from something called mana, the force that flows through all liveing beings."

"Groovy!", Pinkie interupted.

Gwen then continued, "Kevin is an Osmosian, thier species can absorb almost anything and use it as a weapon."

"How tough is he?", asked Rainbow Dash.

Kevin stepped in and answered for Gwen, "Lets just say if your Pink friend over there kept annoying me, it wouldn't have been pretty."

Pinkie, realizing she was being noticed, sat there and smiled at everyone.

"Alright, now it's your turn to spill.", Kevin then pointed over towards Rainbow Dash, "You go first."

"Well...", she answered, "I'm Rainbow Dash, the fastest pegasus pony in all of ponyville, and cloudsdale, marbe even all of Equestria! I can fly to speeds up to around mach 7, sometimes even mach 10 when I'm doing the sonic rainbow. I'm also working on joining the Wonderbolts, I don't mean to brag but-"

She was cut off by Kevin who told her, "Stop! I get enough of that ego stuff when I'm around Ben." He then recieved angry glances from both Ben and Dash before continuing on to Pinkie Pie and said, "Your turn."

"Ok! So I-"

"Wait, I've learned by now not to let you ever talk." Kevin then pointed towards Fluttershy, "You, go."

"Oh, me?", answered the yellow pegasus, "Well, my name is Fluttershy... and... I like animals..."

A dead silence fell over the room, everyone was expecting her to say more, before Spike walked up to Kevin and whispered, "She's a little shy..."

"Really? I haven't noticed, ok little purple dude, you seem to be the only normal one (at least by comparison), that means you get to explain everything."

Spike nodded and took in a deep breath of air before explaining, "Ok, we're from a place called Equestria, it's ruled by two alicorn princess's named Celestia and Luna, they control the sun and the moon. We live in a town called Ponyville. Lots of ponies and other creatures live there, like us, Applejack, Rarity (She's the prettiest), and Twilight Sparkle. Twilight is a unicorn pony and the student of Princess Celestia. I'm her assistant. We were helping her arrange some books people had checked out if her library, when your jumpgate thingy brought us here." Spike let out a large sigh and fell on the ground out of exaustion.

"Wow!", exclaimed Pinkie, "You just talked as fast as I normally do! That was pretty Good!"

"Really?", asked Ben, "You'll believe in that but not in aliens? That sounded like the plot to a little girls show!"

"And did you say they controlled the sun and the moon?", asked a doughtfull Kevin, "I dought that, the moon? Maybe. But the sun? That's impossible, the sun is a star, they hardly move at all and would be impossible for anyone else to. Looks like you guys are worshipping false gods, we see it all the time, rulers will lie to their subjects that they have god-like powers so that no one will try to over throw them."

Rainbow Dash then laughed at Kevin, "What kind of idiot thinks that the sun is a star? It's to big for that!"

Gwen then said, "Even so, it still sounds wierd, I've never heard of anything he's described. I don't think they're from our galaxy, or our universe even!"

"It could be possible," suggested Kevin, "the nullvoid is an alternate dimension, and we go there all the time."

"Lets test that," stated Ben. He then pressed a few buttons on the Ultimatrix and a yellow light emerged and it appeared to scan the ponies and Spike.

"What're you doing to me?!"

"Oooo, it's tickling my D.N.A.!"

"Oh, oh my..."

"Well this is weird."

"Warning," stated the Ultimatix's computerized voice, "dimensional disturbence detected, creatures do not seem to be apart of our plain of excistence."

"Does that answer anything?", asked Ben.

Before anyone could say anything Bens ultimatrix started beeping, he pressed a button on it and an image of a familiar face appeared on his watch.

"Grandpa Max!", Ben exclaimed, "Good thing you called, we-"

"Sorry Ben, no time to chat, we've got trouble, the Forever Knights are transporting some hightech alien weapons just outside of Bellwood, reports also say that the bounty hunter Sevenseven is with them too. I need you to look into it. I've got plumber buisness to take care of so I can't help. I know you can do it, I believe in you, Max out."

Ben hadn't noticed Rainbow Dash floating over his shoulder so he jumped a little when she spoke up, "Your Grandpa would rather unclog toilets then help you fight bad guys?"

"Hey!", yelled Pinkie, "Don't talk bad about plumbers! I don't know what I'd do if somepony wasn't there to help fix my drain!"

"They're not that kind of plumber," explained Ben, "they're an intergalactic police force that... you guys aren't believing a word I'm saying, are you?"

They all nodded their heads no.

"Figures, ok! Let's go!"

"Uh, Ben?", asked Gwen before he could run out the door, "Aren't you forgetting something?"

Ben looked over at the ponies and said, "Oh, well I guess we better take them with us until we can get back in touch with Grandpa, or Professor Paradox."

Ben then bolted right back out the door leaving everyone else behind.

"Man, this guys ego is almost as big as Trixies!", said Spike.

"Not for long it won't...", proclaimed Rainbow Dash with a look of determination.

Fluttershy walked up to Kevin and asked, "Uh, we won't be taking those car things again, will we? If you don't mind me asking..."

"Don't worry, I've got something else in mind.", answered Kevin with a smirk on his face.

Next time: 20% more ultimate.

Chapter 3: 20% more ultimate.

"Rarity!", Twilight Sparkle had screamed as she burst into her friend's fashion boutiqe. There, the unicorn pony named Rarity was with her little sister Sweetie Belle, they were trying to brainstorm ideas for new outfits to sell before Twilight interupted them.

"Oh, Twilight," said Rarity, "I'm a little busy at the moment, so if you could-"

"It's the others!", screamed the frantic purple unicorn, "They've all disapeared! I don't know what to-"

Rarity had put a hoof on Twilight's mouth to try to calm her so she would give a less frantic explanation, "It's ok, just calm down, now dear, tell me what happened."

Twilight let out a long sigh as Rarity removed her hoof from her mouth. She began to explain, "Ok, Spike, Pinkie Pie, Fluttershy, and Rainbow Dash were helping me arrange some returned books in the library, when a portal of some kind showed up, sucked them all up, and then disapeared."

"A portal you say? You're certain?"

"Yes, I saw it with my own two eyes."

Rarity was a bit skeptic of her friend's story. It was one of the strangest things she's ever heard. But Twilight was no liar. Never before in their friendship has she ever lied to her. Rarity would just have to take Twilight's word on this, no matter how strange this sounded, "Have you tried writing to the princess?"

"I can't, Spike was the only one who could send Princess Celestia letters, the only other way would be by mail, but the only mail mare in town is Ditzy, and you know how she is..."

"Why not just take a trip to Canterlot and tell her in person?"

"Do you know how long that would take? We don't have that kind of time! Who knows what could be happening to them!?"

Twilight started to lose it again. Both Rarity and Sweetie Belle were exchanging worried glances. She she let out another breath as she calmed once more. Then she rememberd something, "Hold on, call me crazy, but I could have sworn I saw something on the other side of that portal."

"What was it? What did you see?", asked a now curious Rarity.

It kind of looked like a monkey, but with less hair. There were three of them, and I think one of them was wearing a jacket..."

"Really? What type of jacket was it?"

"Well, it was green and... wait, why is that important?"

"One of my newest clients wanted a jacket, and I can't seem to think of a design for one, so I'm kinda desperate for an idea..."

"Rarity!", Twilight snapped, "We don't have time for that!"

Rarity was a bit surpriesd at Twilight's outburst, but still said, "Sorry, you're right, don't worry, we'll go get Applejack and head back to your library and find a spell to bring them back. If anypony can do this, I know it's you."

Rarity gave her friend a reassuring smile, she couldn't help but smile back, "Alright, first; we need to find out where they wen't!"

Sweetie Belle then jumped in and suggested, "Maybe they wen't to an alternate deminsion?"

"Sweetie Belle please, that's just absurd! I don't think something like that would ever happen!"

"I don't think this is any better than a car...", stated Fluttershy as they were all flying in Kevin's ship titled "the Rustbucket." Kevin and Gwen were siting up front driving while Spike kept asking Kevin how the ship was able to stay in the air without any magic. Rainbow Dash was in the back pacing back and forth impatiently. Fluttershy was with her, but she mostly just stared out one of the ship's windows. Pinkie was in the middle, cycling through the Ultimatix's many alien forms, asking a slightly annoyed Ben the names of each one, "And that one?"

"Spidermonkey"

"And that one?"

"Upgrade."

"And that one?"

"Fasttrack."

"And that one?"

"Lodestar."

"And that one? Oh wait, I already saw that one! So, how many aliens can you turn into?"

"Around sixty, last time I checked."

"But... the show's called Ben 10! Not Ben around 60!"

"Yeah well... wait, what does that even-"

"Hey!", Pinkie interupted, "Did you know that your aliens have wierd names like some of the ponies back in ponyville? There's Ditzy Doo (but some ponies like to call her Derpy Hooves, because of how wierd her eyes are, but I try not to call her that, she's supposed to have some kind of medical condition or something, so it's not really something to joke about.). Then there's Lyra (or was her name Heartstrings? I can't remember!), she likes to hang around with another pony named Bon-bon (but I think they hang a little bit to much, if you know what I mean.)."

"Are we there yet!?", asked an impatient Rainbow Dash.

These ponies were getting on Kevin's last nerve. He had considered dropping them in the null void and letting them fend for themselves more than once now, especially Pinkie Pie. Lucky for them they were coming on the Forever Knight's location, "Alright, we're coming up on the coordinates Max sent us, get ready Ben"

Ben nodded and ran to the middle of the room. But then Dash stated, "Hey! Take me with you! I can fight!"

Ben looked at her and grinned, "Oh please, you'd just be getting in my way."

This angered Dash, who flew right up to Ben's face and told him, "I'm going, and that's that!"

"Alright, fine. Have it your way."

Dash then turned to her friends and said, "Pinkie! Fluttershy! Come on!"

"Okie dokie lokie!"

"Oh, um, ok..."

When everyone (or everypony) was together, Ben started to dial through his ultimatrix, "Alright, time to go Jetray!" Ben slammed his hand down on the watch and turned into; "BIG CHILL! Oh, now you give me Big chill..." Ben's new apperance was that of a giant, humanoid moth but with a black body with blue and white spots on his body that resembled ice chunks and green eyes. He also had a pair of massive wings wich had folded over his body to resemble a cloak.

Fluttershy had noticed Ben's form had changed. She "Eeep!"ed started to cower behind Pinkie (who thought Ben's new appearnce was awesome). Dash just looked him up and down and said, "Eh, I've seen better. You're going to have to be at least 20% cooler if you're trying to impress me."

Ben looked over at Fluttershy, who was still cowering behind Pinkie, and asked in Big chill's deep and menacing voice, "Are you ok?"

"Who... me? ...I'm... fine...", She shook with fear as she answered Ben's question.

Gwen then spoke up, "Alright Ben, we'll go ahead and drop you guys while me Kevin and Spike will find somewhere to land the ship and catch up."

"Wait... what do you mean drop us?", asked Fluttershy.

Kevin had punched in some buttons and the floor under them had opened up like a trap door, sending them all falling towards the Earth.

"Ha!", exclamined Rainbow Dash towards Ben, "How can you fly without any wings?"

Ben just glanced at her as he opened up his massive wings. As Ben flew away, Dash let out an angry grunt, and chased off after him.

Fluttershy had finally opened her eyes and noticed the ground was getting closer. She panicked and flapped her wings as hard as she could. She stopped falling and floating, thanks to her wings. She then let out a long sigh of relief, until she noticed Pinkie was still falling. Panic mode had turned back on and she flew as fast as she after her pink friend. She was mere seconds away from connecting with the ground before Fluttershy caught her by the tail with her mouth, "Whoo-hoo! Lets do that again!"

Ben was gliding around before he until he saw them: the Forever Knights. They were located in a desert somewhere outside of Bellwood. They has set up a mini lab where they were examining some of the new weapons they had aquired, testing them to make sure they worked. "Where did they get all these weapons?", asked Ben to himself.

His train of thought was interupted by a bright streak of color had zipped past him towards the Forever knights. "Try to keep up!", yelled Dash.

Ben simply just shrugged as he followed her.

The Forever knights are a society bent on eradicating all aliens on Earth, even if it means trading with them to get some of their weapons to use.

One of the nights stopped what he was doing when he noticed Big chill and Rainbow Dash coming straight for them, "Ben 10 and three unidentified aliens! Get them!"

Dash gave the Knight an angry glare and exclaimed, "I'm so sick of everyone around here calling me an alien!"

She charged forward at him with impressive speed, knocking him right on the ground. He didn't get back up (don't worry, he's not dead, I wouldn't do that in a fic about two cartoons, at least not now). Dash turned to the other nights and asked, "Who's next?"

Ben was flying over head, freezing as many forever knights as he could with Big chill's ice breath. He also seemed to keep an eye out for something. "Didn't Grandpa say that Sevenseven was here too?", Ben thought out loud to himself, "Hmph, maybe he took his money and left. Less work for me."

Fluttershy was doing her best to stay out of danger, but still managed to get cornered by a forever knight. He was holding a lazor gun right at her head. "Don't move!", he comanded.

"O-ok...", she complied with a hint of fear in her voice.

"Hi there!", Pinkie greeted the knight as she appeared seemingly out of nowhere on his shoulder.

"What the...!?", he was so surpriesd by her, he fell right on the ground.

Pinkie turned to Fluttershy and asked, "Isn't this fun?"

"You know I don't like to fight Pinkie, this isn't fun for me at all."

"But they go down so easily! Watch!"

The knight was starting to get back up but was stopped when Pinkie had slammed her hoof right down on his face, knocking him out cold, "See? It's like they're from a cartoon or something."

Before Fluttershy could say anything, she began to fell dizzy. A faint headache had started to develope in the back of her head. The world was spinning around her, and for a split second, she could have sworn that Pinkie was on fire...

"Are you ok Fluttershy?"

She snapped out of her dizzy spell to see a concerned looking Pinkie Pie standing in front of her, "Yeah, sorry, I guess I'm a bit out of it right now..."

"Ok, that's good! For a second there I thought you were going to faint! Well, I'm off to go help Dash and Ben. Oh! That reminds me! I was working on a theme song for Ben! 'cause, you know, every superhero has to have a theme song, wanna here what I got so far?"

"Well I-"

"Great! Here goes!", Pinkie cleared her throat before:
"It started when an alien device did what it did,
And stuck itself upon his rist with secrets that it hid,
Now he's got super powers,
He's no ordinary kid,
He's Ben 10!"

"At least, that's what I got so far. So, what do you think?"

"Uh, Pinkie? Pardon me from saying this, but I don't think now's the time for songs."

"Well, I guess you're right, I mean, we could die! Oh well, see ya later!"

Pinkie then hopped off to look for more Knights while Fluttershy went to go look for someplace to hide.

Ben was still flying around when he heard a voice say, "Twitchy twitch! Twitchy twitch!"

He looked down to see Pinkie Pie shaking all over the place. "What?", he had asked her.

"It's my twitch!", she answered, "I do it when something is about to happen! My tail's twitching, that means something is about to fall!"

"Ok, I've seen some wierd stuff before, but that has to be-", but before Ben could finish, a purple armored humunoid-like creature had descended right out of the sky and landed right on top of himand began punching him.

"Sevenseven!?", Ben exclaimed.

"Told ya so!", proclaimed a now gloating Pinkie.

Sevenseven kept up his attack (which mainly involved him holding Ben down and hitting him in the face over and over again). Ben used Big chill's powers to turn intangble, phasing himself out of the bounty hunter's grasp. Sevenseven stopped his attack when he realized he was punching the ground. He got back up and started looking around for his adversary.

"Over here.", and turned to where the voice came from and saw Ben hoovering a few feet away. He moved in the attack but then realized he couldn't move. He looked down and saw his feet had been frozen.

"No need to get cold feet Sevenseven, I'm not going to hit you that hard, at least, I wasn't until you tackled me."

Ben moved in to finish him off but was stopped when the clever bounty hunter took out a lazer gun and shot out one of Ben's wings, sending him to the ground. Sevenseven aimed the gun at his feet, shooting at the ice, thus seting him free.

Ben was able to recover from the lazor he took to the wing. He turned intangble again and flew right through Sevenseven, freezing his whole body solid. This didn't hold him for long, he was able to easily break free of his icy chamber.

"Now that's just rude, when I freeze you, you're supposed to stay frozen, got it?"

Sevenseven ignored Ben's comment and tackled him once mare, aiming his gun at Ben's face. "Great," Ben said sarcasticly, "now we're back to square one."

He was about to shoot, but then he looked to his left, drew back his gun, and ran in the opposite driection.

"Hmph," Ben said as he got back up, "looks like things are finally looking my way!"

Then he turned around, and saw onr of the Forever knight's transport trucks had been flung in the air and was heading straight for him.

"Oh...", he sighed, "I was right, it is one of those nights..."

The slammed right into Ben, seemingly crushing him.

Just then, Kevin and Gwen had arrived on the scene. Spike had volunteered to stay back on the ship to make sure nothing happened to it (but mostly because he noticed Kevin was getting annoyed by his constant questions). Kevin had absorbed the material the truck was made out of, covering his skin in a metal-like armor, enhancing his strenght.

"Uh oh," stated Kevin, "I think I hit Ben when I threw that truck."

"Kevin!", Gwen scolded, "Why would you do that!?"

"I didn't mean too!"

Just then Ben phased his way out from under the truck that had "crushed" him, "Why the heck did you throw that at me!? What if I hadn't turned intangble!? I could've been killed!"

"Don't get on me Tennyson! I didn't expect Sevenseven to move!"

"I was still pinned under him when you threw that truck dummy!"

Their argument was stopped when they heard a 'clunk!' beneath them. They looked down and saw a small ball. It had bright lights coming out of it and was making a beeping noise. They heard several more 'clunk!'s and turned to see they were surrounded ny the little things. Sevenseven was flying up above, dropping them all around.

"Grenades!", Kevin yelled, "Everyone move!"

There was a loud 'boom!' and everyone scattered, except Pinkie Pie, who was marveling at the sight before her, "Wow! Look at all the pretty colors!"

Rainbow Dash saw Pinkie and swooped and grabbed her just before she was caught in the blast, "Forget falling! I want to do that again!"

"That fool!", proclaimed one of the Forever Knights, "He's destroyed nearly half of our supplies! I knew we couldn't trust an alien bounty hunter, he must die!"

Another fellow night walked up and said, "No! We don't have time. We must report this to the Forever King!"

All the Knights ran as fast as they could to their vehicles and drove off.

Ben was a bit dazed after the blast, but shook himself out of it, only to see Sevenseven aiming his gun at him (again).

"How many times are you going to do that?", asked Ben.

The bounty hunter then felt something push his back and he fell face first on the ground.

He looked up and saw Rainbow Dash hovering above him, "That's for trying to blow up my friends!"

"Thanks for the save", thanked Ben.

"Hey! Can't you see I'm sorta busy right now?."

Sevenseven saw that Dash was distracted by Ben, so he messed around in his utility belt until he found what he was looking for; a tazer gun. He took it and shoot the gun's wire right at Rainbow Dash's neck. She let out a cry of pain as she was getting shocked.

She had to land in order to deal with the pain. Fluttershy noticed this and came out of her hiding spot and ran to her friend's side, "Are you ok?"

"I'm fine...", she answered," I just... I just need to... oh man... that really hurt..."

An overwhelming rage had started boil deep within Fluttershy. Her eye pupils seemed to shrink, and her eyes began to become bloodshot. She glared at Sevenseven with a dark look on her face, "You... big... MEANIE!"

Fluttershy flew right up to his face, looking past his helmet, seemingly deep within his sole. Sevenseven tried to fight back, but something about this pony's stare froze his entire body to it's very core.

"How dare you!? She was just trying to stop you! And what do you do!? You hurt her! How would you like it if I did that to one of your friends!? No, you wouldn't, and besides, I wouldn't do that anyways, because I'm not a big fat meanie like you!"

Ben saw Fluttershy's diversion as a chance to attack. Ben then asked a now recovered Rainbow Dash, "Hey Dash! Remember when you said I needed to be 20% cooler? Well watch this!"

Ben tapped the green hour glass symbol (a.k.a. the Ultimatrix symbol) on his chest and changed Big chill's skin from blue to red, also giving a flame like design on his face and wings, "ULTIMATE BIG CHILL!"

"Giving it a color change and putting ultimate in front of it's name dosen't make it any cooler than it already is.", proclaimed an unamused Rainbow Dash.

Ben turned back to Sevenseven and suggested, "Well, then I guess it's time for fire so cold it burns!"

Ben let loose a huge stream of fire out of Big chill's mouth onto Sevenseven, setting him on fire. When the fire settled down, it turned into ice, freezing him once again. This time, he wasn't getting out.

Fluttershy was still staring at him until Dash spoke up, "Uh, Fluttershy? I think you can calm down now."

She snapped out of her rage induced trance so see her friend had placed a hoof on her shoulder,"Huh? Oh... did I do the stare again? I'm sorry..."

"Sorry? That was awesome!"

"Hey!", Ben said as he changed back to human form, "What about me? I'm the one who frooze him!"

"You? If it weren't for Fluttershy, he would still be aiming a gun at your face!"

"I think I hear wedding bells.", proclaimed Kevin.

"Nah, I don't even think cloppers would go that far and ship those two.", said Pinkie.

"Ok, for one; that was a joke, and two; what?"

"None of that matters now, all we need to be worried about is getting answers.", suggested Gwen, "Where did the knights get all these weapons?"

Kevin bent down and picked up one of the few pieces of tech that survived Sevenseven's explosion, the weapons design looked very familiar to him, "Hey Ben, does this look familiar?"

Ben also found something familiar about it, "They look like Upgrade!"

"A Galvanic Mechamorph to be exact, these weapons were made with their DNA, meaning this is Galvin tech."

"A what?", asked a confused Pinkie pie.

"They're a race of aliens created by the Galvin."

"The what?"

"A race of tiny aliens, they made Ben's Ultimatrix."

"Ultiwhat?"

"You're just going to say 'what' to everything I say, aren't you?"

"... what?"

After facepalming, Kevin walked up to Sevenseven and broke enough of the ice to let his head free, "Alright, it's time for some answers, where did the Forever Knights get those weapons?"

The bounty hunter remained silent.

"Don't make me ask again, where did you-"

"Uh, excuse me?"

They both drew their attention towards Fluttershy, "Would you mind telling them where you got those? I mean, if you don't mind..."

Sevenseven, not wanting the stare again, immediatly started talking. He was talking in some sort of jiberish, this was apparently his language.

"What's he saying?, asked Gwen.

Kevin looked back with a worried expression on his face, "He says an Ectonurite sold it to them."

Next time:Giggle at the Ghostfreaks!