Author's Note

Okay this chapter features some temporary gender swapping that will be a recurring thing in future chapters, also my reasoning behind it is equestrian magic is very unpredictable and the ultrimatrix doesn't react well to magic.

Alright for you Ben 10 fans reading this please comment Wich of ben' aliens you want to make an appearance in the next chapter please

Note to self: magic + alien wrist watch = bad

I opened my eyes and looked around. To my horror I saw my new school burning in front of me. I quickly went to activate my ultrimatrix but huge ghostly hand came out of nowhere and griped my entire body tightly as it brought me to it's one eyed face.

"Soon your body will be mine Cosmic Storm and there's nothing you can do about it NOTHING, I . WILL . BE . FREE!!!"It cackled evilly.

"No, NO not again, NEVER AGAIN LET . ME
.GO! " I yelled.

The ghost-like creature continued to laugh and I maniacally as several black and white ringed tentacles shout out from it's chest straight at me.I screamed in terror. It was then that I jolted awake.

"A dream? no it was that nightmare, again" I mumbled.

I got up and did what I do every day when I wake up, took a shower. After that I got dressed in a old gray T-SHIRT and a pair navy blue jeans. I grabbed my jacket and threw on my shoes before heading out the door

It was pretty Misty outside and there was a slight chill in the air. I was getting pretty bored waiting for the bus so I decided to with twiddle the ultrimatrix for a little bit while I waited. As I was messing around with it I heard someone shout to me.

"HEY STORMY OVER HERE!!!" Pinkie Pie yelled from the end of the block.

She was hoping up the block in my direction with Rainbow Dash in tow. I gave her small wave and pulled the sleeve over my ultrimatrix before looking in the opposite direction hoping she would be content with bugging Rainbow.

"Hey Cosmic, Pinkie was just telling me that you agreed to be friend,guess that makes us friends too." She said with cocky grin as she reached out her hand signifying she wished to shake hands.

"Sure, why not." I said in a bored tone ,trying to hide my dread, as I half heartily shook her hand.

"You okay man you a look a bit out of it?" She said raising an eyebrow.

"Huh? Oh, uh yeah fine why wouldn't I be?" I said in a tone that was mix of sadness and bitterness, that dream was really getting to me , but I knew I had to get my shit together soon so I tried to shirt it off.

Suddenly Pinkie Pie hugged me tightly wrapping her arms around my neck. I recoiled as my whole body tensed up in shock. I was unsure of what to do in this situation. So I decided to just gently patt the small of her back. It was then that we heard the bus coming around the corner.

Pinkie realised me and with a big smile asked" You feeling better now Stormy you looked sad, so I gave you hug because when someone's sad the best way to cheer them up is with a big old hug!"

Before I could respond the bus pulled to the curb and opened it's door.We quickly filed in. I made sure I was the last one on so I could sit in the back seat by myself. I sat down on the empty back seat. I was just getting comfortable when Pinkie and Rainbow sat down on either side of me and began chatting about stuff like what they were going do over the weekend. I wasn't really paying attention. Because honestly I could care less. I know that sounds bad but their business has nothing to do with me and it's rude listen in conversation that have nothing to do with you. Infact the only reason my I agreed to be their friend was because I didn't want be rude. I guess I'll just do them a favor and stay away from them as much as I can. After all I do tend to attract a lot of trouble as my friend Stardust Shine found out... the hard way. A single tear slid down my cheek as the bus came to stop. I quickly wiped it way and hurried out the bus. I rush inside and headed straight for my locker. As I opened it up I felt a hand my shoulder. I turn to see Pinkie Pie standing behind me her hair slightly deflated and a concerned look on her face.

"You, okay Stormy I saw you rubbing your eye thought you have been crying." Pinkie asked.

"Uh,Yea fine I just got something in my eye that's all." I lied putting on a fake smile.

Pinkie gave me a suspicious look and opened her mouth in reply but at that moment the bell rang. I used that little distraction to lose pinkie in the crowd. I quickly rushed to class , but as I rounded the corner a girl with red and yellow striped hair blocked my path.

"Excuse me I need to get to class and your kinda in my way." I said feeling a bit hurried.

"Your the new kid right?" She said with a smirk.

"Um, yes , yes I am and you are?" I asked trying to polite in order to hurry this along.

"Sunset Shimmer, I just wanted to say that I'm sure you'll have a wonderful stay here at CHS , provided you remember whose in charge." She said smugly.

"Don't worry I won't forget that Ms. Celestia and Ms.Luna are in charge of school that would be dumb." I said knowing full well she was referring to herself.

"Oh ha ha very funny smart ass but you better not forget." Sunset said getting in my face. " Your the new guy here so it would be easy to spread all kinds of rumors. The kind that would make everyone HATE you. Just remember that if you EVER even think of getting in my way. So just keep that in mind and we'll get along just fine, oh hey that ryhmed."

I was about make a witty remark when I realized she had a point. She could draw a lot of unwanted attention to me if I didn't tread carefully. I simply nodded while eyeing her carefully. She then gave me a victorious smile.

"Good now that the initiation is out of the way. I can move on to more Important things." Sunset said as she walked past me not even giving me a second glance.

I finally got to class and sat in my seat. Rainbow waved hi from her seat before settling down for a nap. I shook my head disapprovingly before turning my attention to the teacher.

At lunch I grabbed my tray and headed towards the doors of the cafeteria. I then sat down by the horse statue in front of the school. I quickly finished my lunch and began tampering with ultrimatrix.

As I was messing with it it let out a chirp and said "command verified pyronite genetic sample available."

"Cool, I unlocked Heatblast." I said with a smile.

I was stretching back onto the statue ,when the ultrimatrix tapped the mirror of it the statue and all of sudden a bolt purple lightning came from the statue and struck the ultrimatrix.

"Malfunction unknown energy source has merged with primary power core user may experience uncontroled transformations." The ultrimatrix said with chirp.

"Wait did that jolt lighting just activate voice commands?" I asked to no one in particular.

"Affirmative due tampering by unknown energy source voice commands are fully operational." The ultrimatrix responded.

"Hmm, ultrimatrix could you notify me 30 seconds In advance of an uncontroled transformation?"

"Notification set." The ultrimatrix chirped, "ultrimatrix will flash pink when transformation prior to transformation."

"Well now that that's settle it probably should head inside it's almost time for class so I should-" I was cut off by a beeping coming from the ultrimatrix. I look down to see it flashing pink.

"So,soon!" I yelled in panic as I run for the nearest bush.

But I'm to late as a pink light engulfed me and I fall to the ground. I pick myself up with a groan. I look at my arm to see it now has a pink ultrimatrix strapped to, which now looked like Omnitrix v2, furthermore my arm was still that of a human. I look myself over in confusion and freeze. My chest was no longer flat but instead supported a D-cup rack. I couldn't believe my eyes so I slowly looked down my jeans to see that my manhood had been replaced with a womanhood. It's official I was now a young teenage girl.

"Fuck my life." I deadpanned in a very feminine voice.

At that moment the bell rang and I panicked. What was I going to do no one would recognize me in this form. And I doubt they would even let me stay on campus never mind the fact that even if everything went my way I would still be late for class, in their class. But then I then I came up with a plan. If they let me on campus I would just say that Im friend of cosmic storm who would be filling in for him. All the while praying that I wouldn't get discovered.

I took a deep breath and walked through the front doors. I tried to push my way the crowd but it was kinda hard to walk in this new body. And after almost falling multiple times I reached my next class.

I entered the room and was about explain myself when I was cut off.

"You must be a new transfer student go ahead and introduce yourself so we can get class started." The teacher said with a warm smile.

"O-oh y-yes of course h-hi I'm um..." I said still a little confused about what the fuck just happened. I looked around the room all eyes were on me.Some of the guys and a few of the girls were giving me interested looks and not the "I want to be your friend" looks they were more like the " I want in your pants" looks.

"Just tell them your name dear don't be shy" She said rubbing shoulder in a comforting way.

"Stardust Shine my name it's Stardust Shine" I blurted it out while hiding in my now shoulder length hair I felt shame spread over my entire being, I had just stolen my best friends name.

"That's a beautiful name Stardust now why don't you sit down so we get started." She cooed gently.

I quickly took a seat in the back next to a pink haired girl with yellow skin. The girl didn't say anything to me but gave me a shy smile before turning her attention to the teacher. I took this time to get my shit together. After getting my breathing under control. I took a look at the ultrimatrix to see if anything else had changed other than the color. I saw that not all of the hourglass symbol was glowing some it was dark. The glowing part of the ultrimatrix was slowly decreasing down towards the bottom of the hourglass. I could only assume that it would change me back to normal once the light reached the bottom. I decided to worry about that later and I turned my attention to the teacher. The rest of my day was going pretty well up untill the final bell. I was hurrying down the hall when I heard someone gasp in dismay. I then felt someone grab me by the wrist and pull me into a classroom. When I recovered I quickly turned to see who the hell just invaded my personal space. The culprit was girl about my age with purple hair and snow white skin. She had a measuring tape out and appeared to be at work taking my measurements.

"I must say darling , and I don't mean to sound rude, but what were you THINKING wearing such a drab outfit a lady of stature should dress more elegantly!" The young lady said as she shuffled through her bag.

"What's wrong with my clothes I always where stuff like this?" I asked in confusion.

The girl froze for second and slowly turned to look at me her left eye twitching a bit" You mean to tell me you INTENTIONALLY dress like ... like THAT EVERYDAY!?" She said in rage.

I decided to chose my next words VERY carefully. " Well you see I don't have a lot of money to spend on clothes." I said nervously.

The girl relaxed at this statement and went back to shuffling through her bag,which now that I look at it is HUGE. She pulls out one those shirts that look like a cross between a T-SHIRT and a dress and pair tight black jeans.

"Here you are you poor thing put this on." She said as she handed me the clothes.

I stood there for second unsure of what to do next and I'm pretty sure she just insulted my outfit...twice.

"Well what are you waiting for get changed!" She said.

"Oh, um c-could you turn around," I asked shyly.

The girl blinked a few times before giving me knowing smile and nodding her head.

As she turned around I started to get changed might as well humor her. The jeans were a bit of tight squeeze but I managed to slip into them. I then realized that my biggest problem was the question of what was going to happen to my clothes when and if I change back into a boy. Then I got an idea but I wouldn't be able to it with this girl around, after all I have to keep the ultrimatrix a secret as best I can.

"Alright I'm done" I said quickly hiding my ultrimatrix under my leather jacket's sleeve.

"Okay," she said as she turned around and gave me a once over, "I must say darling that outfit really suits you , the jacket's a bit much but other than that, I bet you'd have all the boys eating out of your hand looking like that." She said with playful look on her face.

"Oh, I not into guys," I said realizing my mistake far to late.

The girl looked at me in shock before a huge blush sprouted on her face.

"Oh, my well to each her own I suppose." She said obviously looking for way to change the subject," Oh where are my manners I haven't introduced myself properly. My name is Rarity and may I ask yours."

"Oh I'm it's Stardust Shine," I lied between my teeth.

"Well it's pleasure to meet you Stardust Shine but you must excuse me, I'm afraid I must be off ,ta-ta darling." She said waving goodbye as she left the room.

I breathed a sigh of relief and said" Ultrimatrix set current clothing as default clothing for this form."

"Clothing default settings updated." The ultrimatrix chirped in my new voice.

With that out of the way I headed out side. In the courtyard Rainbow Dash and Pinkie Pie appeared to waiting me.

I walked up to them and said" If your looking for Cosmic he went home early."

"Oh, um thanks, oh if you could you ask him if he wants to hang out at suger cube corner next Saturday." Rainbow said frowning at first but then turning to an excited smile.

"YEA we're gonna throw him a 'welcome to Canterlot/CHS party." Pinkie said squealing.

"I-ill make sure he gets the message." I said a bit taken aback.

I quickly hurried across the street. I had decided that taking the same bus as the girls to the exact same bus stop that we met up at would be a little suspicious, but maybe I'm just paranoid. I ducked down an alley and flicked on the ultrimatrix. I cycled the it XLR8 and slapped it down and in a flash of pink I was... Heatblast.

"Well this sucks." I say out loud.

" Yes, for you!"

I spun around to see 5 monster looking things in the alley with me. The were vaguely human-shaped with black claw like hands and feet and a tan body. What was really off putting were their one eyed Dome like heads.

"Dnaliens! man today is not my day." I groaned.

Two of the aliens made a gurgling- like sound and charged me. I reacted quickly and hit them with a large fire ball sending tumbling to the ground. The other three tried to do the same as the last two but i used two pillers of fire to push myself into the air iron Man style. I then landed on their leader and shot a fire ball at the alien on my right.

"Wow you guys act tough but your aren't looking so hot now." I said chuckling.

"Really your using puns now?" The last dude ground.

I simply grinned and threw ball at him but I missed and he managed to spit goo in my face. Instead of continuing the right the aliens did the smart thing and ran like hell.

"Damn they got away." I said as the ultrimatrix timed out.

But to my delight I found I was a guy again , and wearing the same clothes I had on before the Rarity incident. I made way home, after an hour of searching, and crashed into bed without even bothering to change my clothes.