A Boy and his Watch
By TheAlienBrony22

Friendship is Galactic,
Part 6

[The Everfree Forest]

"So, when you said there were dangerous animals and dangerous plants in here, what exactly am I supposed to expect to encounter in here?" Twilight asked, her ears flat to her head as she kept trotting through the damp, dark, and supposedly life-endangering forest.

"Well, there's the usual creatures that one can find 'ere, like Timberwolves, Cragodiles, Ursas, Hydras, but on occasion you'll see wild Dragons too," Applejack explained, stepping over a couple small holes in the ground. "Though that's nothin' compared to some of tha more feistier critters in this forest."

"The threats in the Everfree can range from big to small, but the result would still be the same. Someone's gonna lose their flank, if they're not careful or don't know when to run. Especially to the creatures who pass through the Everfree during a migration, like Manticores, or Jaggorelopes," Rainbow Dash shuddered, looking a bit nervous. "Those things are pretty freakin' nasty when they start to charge, and it's times like that where I'm glad Fluttershy's bunny doesn't have antlers."

"Bottom line, Twilight, is that most of the threats in the Everfree just aren't natural." Rarity stated.

"What do you mean by 'Aren't Natural'?" Twilight asked curiously, pulling a notepad and pencil out of her satchel to take notes.

"Remember how we said the plant life's just as dangerous? There's more monsters and dangerous plants here than any other creepy or forebodin' place in Equestria, even the Hollow Shades seem more peaceful, and that's where the bat ponies dwell." Applejack stated, shivering.

"Not to mention that the weather takes care of itself, because no pegasus is either brave enough, dumb enough, or an even blend of both to try and control the weather here!" Rainbow Dash explained, pointing to the storm clouds in the distance. "And by the looks of it, it's gonna storm real bad in a little bit."

"C'mon Dashie, it may still be weird, but that's the dictionary definition of natural. Existing in or caused by nature; not made or caused by ponies! Nonetheless, it's weird how this place's weather is so self-sustaining, when everywhere else, the pegasi have it handled." Pinkie explained with the widest smile.

"Either way, we need to be careful, for all we know we might be on an unstable cliff face right now, it could collapse any second if one of us stepped on it wrong." Applejack warned.

The ponies stepped carefully on the rocky cliff, but the thunder and lightning was starting to encroach on them, and soon enough, a lightning bolt just barely missed the ponies, only to strike the rock, and cause it to start crumbling into a landslide.

"Oh shoot! Fluttershy, grab one!" Dash immediately grabbed Rarity, where Fluttershy grabbed Pinkie, hoisting them both into the air as Applejack and Twilight were cascading down to the edge of the cliff. Applejack dug her back hooves into the ground, slowing her descent as she grabbed Twilight's hooves, the rest of her was dangling from the cliff face.

"Applejack, pull me up!" Twilight pleaded frantically. Applejack tried pulling the unicorn up, but nothing seemed to be working.

"I-I can't! It's like you're hung up on somethin'!" Applejack stated.

Twilight flailed her backlegs hopelessly, just trying to figure out how to get out of this situation, but she didn't have any ideas.

"W-What do I do!?" Twilight shrieked, trying to keep her grip on Applejack's forelegs.

Applejack was really trying to think, but of course, nothing seemed to be coming to mind, until she heard the sound of a big animal roaring. From the bottom of the cliff, was Ben, transformed as Beelzebeast. She looked at Twilight, who seemed too scared to notice. Applejack was trying to think of a plan, until the farm pony blinked down at her friend, her ears perking up.

"Twilight, let go." Applejack said simply.

"What!?" Twilight responded, terrified of what she just heard.

"Look, ah promise, yer gonna be fine if you let me go, trust me." Applejack stated.

"That's not true, I'm gonna get hurt!" Twilight shrieked, tightening her hold on the farm pony.

"Twilight, look at me!" Applejack sternly said, getting the unicorn's attention. "Now listen, what ahm sayin' might be crazy, but it's the Honest truth, and I am not known for bein' a liar! Let go, and ah promise you, you'll be alright!"

Twilight was bewildered. She didn't know what awaited her down at the bottom, but Applejack was saying she was telling the truth, but how true would that statement be? Not like she had any other choices, and since she couldn't pull herself up, and Applejack couldn't pull her up either, there was quite literally no other way to go, except for down.

"Ok, I'll trust you on this... I really hope I didn't make a mistake!!" Twilight gritted her teeth, took a deep breath, closed her eyes and let go, falling down the cliffside as she braced herself for impact.

At the bottom, Beelzebeast was sniffing around for Twilight and her friends. He was clearly on the right trail, until right where he was, the trail went cold. Beelzebeast whined and turned back, until something small landed hard on its back, causing the beast to let out a growling whimper.

"Uuugh... that was a bit of a rough landing, but I'm okay... I think," Twilight got off of the beast and examined herself, and so far, nothing felt broken or sprained. "Huh... well, I guess she was right."

In a flash of green light, Beelzebeast was replaced by Ben, who groaned as he rubbed his back. "Yeesh, Twilight, what have you been eating!? I think you nearly broke me!"

"Ben!?!" Twilight whipped around, seeing Ben, awake and rubbing a bruised spot on his back that was pony sized. "W-What are you doing here!? How did you find us!? And When did you wake up?!" Twilight asked, squeezing her brother in a tight hug, earning a groan of pain from the human.

"Twilight... you're hurting me!!" Ben wheezed out. Twilight let him go as he tried to recollect on what exactly happened on his end. All the while, Rainbow and Fluttershy carefully got Rarity and Pinkie down to the ground below, equally surprised by Ben's sudden return. Applejack carefully leaped from rock to rock on the cliff's wall as she landed. "Okay, so, let me start off with this... I think there might be more to this whole 'Nightmare Moon' thing than you think."

"What do you mean?" Rainbow asked, not understanding what Ben means. The ponies seemed a bit confused, Twilight was even more so.

"Believe it or not, our dad actually told me the tale of Nightmare Moon, it was a little bit ago when I first came to Ponyville, but I think there's more to this story than what's to be believed on the pages of history books, or ancient tapestries, for that matter." Ben stated.

"Ok, how did you figure this out?" Twilight asked skeptically.

"When you moved out of the house, and when I was still in Canterlot a few days ago, I had a weird dream one night. One that went exactly like this, and it's almost uncanny. The stars aiding in Nightmare Moon's escape, her inevitable return, the sudden disappearance of Celestia, it all seems a bit too coincidental that Nightmare Moon would want Celestia gone, there's something else about this, but it's not clicking into place like I'd hoped. While I had my fight with her, she said that she would make sure I was out of the way before she takes the throne once again, heavy emphasis on again. I have a theory about this, but I want to make sure she's stopped before that theory's put to the test." Ben explained.

"So yer sayin' she might have another motive for gettin' Princess Celestia outta her way?" Applejack simplified.

"Yes, Yes I am, but it's just a theory. I'm not exactly sure if I'll be right on this, it's a risky gamble," Ben shrugged his shoulders with a determined grin. "But you know what they say, 'High Risk, High Reward', and what's life without a little risk?"

"Ben's got a point, and we're already taking a big risk doing this on our own, so I say we keep going and see what happens." Dash explained, confidently pointing her hoof down the path.

"Alright, let's do this! Besides, with Ben on our side, we might just be able to overcome any obstacle that comes our way." Twilight stated.

As the main 6 and Ben go forth, the small starry cloud continues to spy on the heroes from a distance.

As the determined group of heroes venture deeper into the woods, they began to notice an odd feeling about the forest itself, the lack of any real sound in the forest just felt a bit unnerving. The wind would blow, but the sound of rustling leaves couldn't be heard.

"I feel like we've been walking for hours... My feet are killing me." Ben groaned, sitting on a log as he rubbed his aching feet. "Are we any closer, or should I fly up and check for myself?"

"I'm pretty sure we're on the right track, we just gotta keep going before--"

Before Twilight could get another word out, a vicious roar echoed out up ahead. Everyone turned towards the noise, hearing the growling of some kind of monster, causing the ponies, and Ben, to tense up. "Before we end up fightin' a monster and get sidetracked, is that what you were goin' to say, sugarcube?" Applejack asked.

"Well, it'll be practice for Nightmare Moon, at least. Come get some!" Rainbow exclaimed, flapping her wings as she got into some kind of stance.

From the shrouded shadows, covered in darkness, the originator of the roar leapt out, roaring once again. The beast was some kind of lion-like creature, only with a couple odd horns on top of its head, a scorpion's tail, and dragon wings.

"Manticores... well, there's a first time for everything." Ben said bemusedly.

"Stay clear of the tail, its stinger can hold a lot of poisonous venom within it, and at least half of it is more than enough to kill a pony three times over." Twilight cautioned. "Still, we gotta get past it, somehow."

"Um, I-I could--" Fluttershy tried to say.

"Ah got this one, I'm used to wranglin' feisty varmints!" Applejack stated, reaching into her hat and pulling out a bit of rope. She rushed forward, buck kicking the manticore in the jaw and easily dodging its attempts to hit her with its stinger, but that didn't last when the manticore swatted the farm pony up into the air, and past Rainbow Dash.

"He's all yers, partner." Applejack stated, tipping her hat to the pegasus.

"W-wait, m-maybe I could--" Fluttershy again tried to say.

"Hyah!!" Rainbow exclaimed, rushing forward. Dash got several good hits on the Manticore, kicking it in the side, hitting a nerve on its tail, and even biting its wings, but the mare was immediately sent flying and crashed into a tree.

"Wait! Please, there's no need t-to--" Fluttershy tried to speak.

Before the pegasus could get another word in, Twilight, Rarity and Pinkie already ran forward, leaving Fluttershy to lament, and for Ben to try and think of a strategy on the sidelines.

Pinkie reached into her mane and pulled out some kind of small militia weapons-grade cannon, only instead of live ammunition, it fired off huge globs of pink, creamy white and chocolate brown slime. While it did infuriate the Manticore even more, it did somehow slow it down. Rarity focused all of her magic into one single attack, and though it wasn't much, considering she never used magic to fight before, it did do a fair amount of damage, though it wasn't enough to take down the beast. Twilight, on the other hoof, made quick and very effective use of a few basic damage spells and even getting physically involved in the fight, proving to be the most adept and prepared pony in this scuffle, even though, it still wasn't enough.

With a mighty roar, the ponies were sent back, and the beast seemed to be recoiling from some kind of pain.

"Let's see, I could use Skunksquito and scare it off with a bad smell, but I could also use Heavy Hydrant to just scare it off, since cats hate water, or maybe Shinzilla could just scare it off because dragons are supposed to be very intimidating. Hey Flutters, what do you--" Ben looked to his side, only to see Fluttershy looking very terrified, that or she wasn't okay with the violence happening around her. Ben crouches down and lightly pets Fluttershy, snapping her out of whatever she was doing. "Hey, you feeling okay?"

"I-I don't like seeing my friends get hurt, but I d-don't like seeing an animal in pain... I want to help, but--"

Ben thought about the pegasus' problem for a moment, then a smile formed from his lips. "Say no more. You go deal with the Manticore, I'll try to keep the others from making it into a Manticore rug, that sound good to you?" Ben asked.

The pegasus nodded as she carefully approached the reeling Manticore, all while Ben transformed into his Unicorn form, and cast a shield spell around the other ponies.

"Ben! What are you doing?! Fluttershy's gonna get eaten alive!" Twilight shrieked in a panic.

"Uh, Twilight? Ah think the simple solution is about to present itself, so let's just watch. Fightin' wasn't gonna give us tha win anyhow," Applejack stated. "It was our only option in the midst of the moment, but we kinda forgot what Fluttershy's special talent pertains to."

Twilight bit her tongue as she and the other ponies watched on from behind the magic shield. Fluttershy carefully fluttered towards the Manticore, and was met by a furious and aggressive roar, but it didn't deter her. Instead of choosing to fight the beast, she instead nuzzled against one of its paws.

"It's okay, the fighting stopped. No one else has to get hurt, don't be scared." Fluttershy said softly, petting the manticore as it started to calm down.

"Huh... well, that was unexpected." Twilight stated, flabbergasted as to how Fluttershy calmed it down, just like that.

The manticore opened up its other paw, revealing a vibrant purple thorn with strange white spots on it, puncturing the soft and sensitive flesh between the pads.

"Oh, you poor baby..." Fluttershy mothered. "Don't worry, I can fix this, just try to focus on something else."

"As much as I will give Flutters some credit for calming it down, I still don't know how she does it." Dash whispered, watching carefully.

"Okay, now this might hurt for only a second, so just focus on something else." Fluttershy reassured, grabbing the thorn with her mouth as she yanked on it.

The manticore roared out, grabbing the mare with its paws as the rest of the group, except for Applejack and Ben, panicked and tried to get through the unicorn's shield to save her again, only to stop and be confused when the sound of Fluttershy giggling and the massive manticore was purring and licking at the mare's face and mane to be heard.

"Aww you're just a baby kitty, aren't you Manny?" Fluttershy cooed.

"I cannot believe what I'm seeing... and they say seeing is believing, so how do I believe this?" Twilight questioned.

"It's best not to question it, sis, trust me. Just like Pinkie and her antics, I stopped questioning it," the unicorn stallion let the shield down as it transformed back into Ben. "Man, it's been a while since I used Warlock Trot, guess it's a good thing I can still mimic advanced level basic spells, otherwise this would've escalated into another brawl. I appreciate the energy, ladies, but save that warrior drive for the big bad."

"Yeah, shoulda figured this would happen. Not Ben becoming a unicorn, that was an expected given, but Fluttershy always had a way with animals," Dash sighed. "I remember that one time, she had a pet mouse before that would constantly shock and fight with her bunny. It was small, yellow, one of the strangest things I ever saw, especially its lighting bolt shaped tail. I tried to get Flutters to let me have it as my pet, but she said she was watching it for a friend she knew on the outskirts of Equestria."

"Sounds about right," Applejack said with a chuckle. "Fluttershy may not be one for fightin', but she's got a heart ah gold."

The group of them quickly made their way past the distracted manticore glancing back as Fluttershy bid the creature good bye and trotted after them, with a part of Fluttershy's mane being stood up on its own from the licking.

"Nice job, Flutters, really showed your stuff out there." Ben stated with a smile, giving the mare a thumbs up as they kept moving.

"How did you know about the thorn?" Twilight asked.

"That's the simple part, I didn't, but he was roaring about being in pain before the fighting even began," Fluttershy looked over and motioned for Twilight to follow, moving a bit of brush aside to show Manny, and a couple of Manticore cubs sleeping peacefully. "He didn't want to hurt his babies by accident, so that's why he was out on the path, till he heard us, anyway," Fluttershy explained. "He was asleep and he must have brushed a bush while dreaming and got stuck, but since we were close he thought we had something to do with it," She fixed her mane as she and Twilight went back to the others, "So I tried to help him, because sometimes you just need a little kindness to get past something rather than violence."

Twilight thought on that for a moment, and decided to remember that for later as she and Fluttershy caught up to the others. Behind them, the removed thorn turned back into dark star filled mist and raced ahead once more.

"Is it bad that I expected this castle to be a bit closer, just for convenience's sake?" Ben said, using his shirt to wipe his face of the sudden downpour of sweat that was overwhelming him. The area of the Everfree they were in was some kind of sweltering hot swamp, shrouded in darkness and shade because of the overgrown trees and foliage blocking out the moon's light.

"I've never felt... so exhausted... in my entire life!" Rarity exclaimed in exasperation, fainting against Ben's legs, causing the human to stumble and fall into a pond of swamp water, only to start screaming and climb out as his body started to have wisps of steam radiate off it where the water had drenched him.

"That is some serious hot water I just got in! What is wrong with this place? Actually, no... here's a better question. What ISN'T wrong with this place?! This place is weirder than me on a good day!" Ben gritted, trying to see through the darkness as he shook his head to dry his hair, slinging water all over the place.

"Naturally scalding hot water? Interesting... I might have found my inspiration on making it big in scientific research." Twilight stated, looking at the clear, pristine swamp water that bubbled from its own natural heat.

“Everfree's a big and very strange place, Twilight. We ain't even got close to the river yet, and that darn castle's on a cliff on a rise on the other side of the river. If there was ever a way fer us to get there faster with or without convenience, I'm open to try somethin'." Applejack stated, wiping the sweat from her brow.

"Back on the cliff face, I did see a bridge that crossed to the place, spanning the gorge on the east side of it. Saw it right through the tree lines before we ended up taking the lower path instead. There's a main bridge too, but that's a draw bridge, and that's been up for Faust knows how long." Pinkie added.

"And we haven't been going around in circles, right? We made sure we weren't getting ourselves lost?" Rainbow Dash asked.

"Nah, ah check every time we get a clearing to see the stars, and even if Nightmare's somehow moving 'em around, the moonlight is bright enough to show the way. We just keep moving away from that and we'll hit the river. The river runs around the rise of the castle, too." Applejack explained.

"So, keep moving in the same direction we've been going, look up to find the stars, and we'll be at the river. Got it." Ben stated, carrying Rarity on his back as he made sure to try and avoid anything that'll trip him up.

"I'm impressed, Applejack, you know your way around this place so well. It's almost like you were born and raised in it." Twilight admitted.

"Negatory, I don't really know my way 'round, I'm just good at findin' familiar things to help me remember where I was, in case I did get lost. Most landmarks tend not to last too long out 'ere, but somethin' like a castle and the river, well, that's a little hard tah miss." Applejack explained as she tipped her hat a little. "Rest of it's just good common sense tah know where in tarnation yer goin'."

"Speaking of knowing where you're going, why would anyone willingly set foot, or hoof, in such a ghastly place anyway, especially you Applejack?" Rarity questioned.

"To get ingredients to make better potting soil." Applejack stated flatly.

"I beg your pardon? Why potting soil?" Ben asked, caught off guard by such an average answer.

"Turns out once something plant-like in the Everfree, regardless of if it's natural er not, if it's taken far enough out of the forest, it loses its ties to the forest's unnatural nature itself, and it's pretty viable to use what unnatural properties it has as a proper ingredient for furtherin' plant growth by infusin' it into potting soil. It's how we have so many apples ready fer harvest, it's the everfree's latent magic bein' used for a productive cause." Applejack explained.

"So... what does that make the apple-based products you guys make, like the cider, or pies, stuff like that?" Dash asked.

"Simple, the magic is already bein' used to strengthen the flavor of the apples, not just their growth rates, so tha flavors of our products, combined with a couple preservatives, it dilutes the unnatural effect of the Everfree's magic and makes it practically harmless and safe for consumption." Applejack explained with a smirk, looking back at her friends. "After all, if it weren't safe to eat, well, The apple family wouldn' be around to make sure no one partook of the fruit. Especially you, Dash."

"Mental note: cut back on the cider this year..." Rainbow told herself, shuddering.

"Um... has anybody else noticed that it's gotten a lot darker, or is it just me?" Fluttershy pointed out.

Ben looked up, starting to see less and less of the bright night sky. "That's not... good." Ben stated, reaching for the Omnitrix as everything started to get darker.

"I know I was tired of looking at all the muck and marsh, but I didn't mean to stop looking at it like this." Rarity grumbled, trembling as she clung to Ben's back tightly.

"I think that storm is about to come down on us, and it's gonna be a rager." Dash stated.

"Caught in a storm in a crazy magic forest trying to save the world from a psychotic alicorn... sounds like a Saturday night, minus the fun things to do." Ben remarked, activating the Omnitrix as its green glow illuminated the group just by a fair bit. The thunder and lightning boomed and bellowed above them as the sound of a heavy downpour crashed against the thick leaves and branches.

"The tree cover's startin' to get thicker as we go along." Applejack responded. "Good thinkin' using the watch as a light source, Ben, now we won't step on each other's hooves this wa- Gahh!!"

"What just happened?" Twilight asked worriedly.

"I think I stepped in something, probably just mud." Applejack admitted.

"Good thing I'm on Benjamin's back and not down there." Rarity stated in relief.

"AHHHH!!!!" Fluttershy screamed out, retreating behind Rainbow Dash as she cowered.

"Fluttershy, relax, it's just mud." Applejack chided before turning around to keep walking and coming face to face with the 'why' of the scream, a horrific face, carved into one of the leafless dead trees that littered the sweltering swamp in the shade. Applejack screamed and jumped back as Ben kept trying to provide some light with the Omnitrix, seeing more and more of the leering and monstrous faced trees surrounding them.

Everyone began to scream, Rarity clung onto Ben tighter as Ben tried to keep himself upright. Twilight backed away and ended up getting buried under Applejack and Fluttershy as Dash stayed in the air, equally as terrified as her friends.

"Well, this is the end... this is how we go. At least we'll all go togeth-- Where'd Pinkie go?" Dash was looking around, seeing no sign of the pink pony. Everyone was looking around, seeing no sign of her, until they heard the sound of giggling. Everyone turned around and saw Pinkie making faces and giggling like she was having the time of her life, just laughing at one of the monstrous trees.

"Huh... well, if I wasn't worried seconds ago, I am now. I knew one of us would crack, but my bits were on Twilight." Ben remarked, unsure of how to respond to what he was seeing.

"Pinkie, what are you doing!? Run!!" Twilight shouted in a panic.

"Oh pals, don't you see?" Pinkie Pie stated as more music began to play from out of nowhere.

"Oh no... Tell me she's not..." Twilight deadpanned as her eye twitched.

"She is, darling. She is..." Rarity concluded.

"Oh this again... Well, Twilight, brace yourself. This is the norm for Pinkie." Ben stated as the music continued to play. Then, Pinkie Pie started singing.

It was odd to the unicorn mare to see Pinkie be so happy in such a dangerous situation, singing about how the dangers were all in their heads, and laughing them off will reveal them to be just that. As she laughed in one of the tree's faces, the face faded away as a bit of light came in, revealing it to be a normal tree, surprising the other ponies. Ben watched on, and simply smiled, shrugging his shoulders.

"Well, if you can't beat 'em, join 'em." Ben smiled, joining the pink pony in laughing at creepy faces.

As the others calmed down, they began to join in with their friends, laughing their fears away too. The group moved around with even Fluttershy giggling at some of the faces with the others, laughing as the faces kept fading away. As Pinkie somehow managed to hop into one of the leering faces mouths going off on a rant, she popped out like nothing ever happened as the face faded away, even the forest was lighting up again as if the darkness was part of some spell.

As the light came back, the lightning and thunder also seemed to fade away, as did the downpour. The ponies were laughing, as was Ben, happy that they were in a much better mood, and back in the moon's shining light.

"Okay, I think I needed that laugh tonight, how'd you know that would work?" Ben chuckled.

"Goes to show, it's like my Granny used to tell me, 'a bit of Laughter can make all the difference to someone's mood!'" Pinkie said with a cheerful grin.

Author's Note

Well, I officially got tired of waiting for someone in the comments to come up with a name for the unicorn form and Dragon form, so, I decided to be a bit creative and go with something simple for them.

Warlock Trot is The Omnitrix's DNA Sample of a Unicorn.

Shinzilla is The Omnitrix's DNA Sample of a Dragon.

The next chapter is on the way, just going at my own pace here.