A Boy and his Watch

by TheAlienBrony22

Rating: mature
Tags: Science Fiction, Adventure, Shining Armor, Crossover, Twilight Sparkle, Profanity, Ben 10, Violence, Princess Celestia, Slice of Life, My Little Pony: Friendship is Magic, Death, Alternate Universe, Human, Main 6, Princess Luna
Length: 125801

A tale of how a not-so ordinary kid with some unique abilities loses his memory, and lives in the magical pastel colored pony land, known only as Equestria.

After finally defeating Vilgax at the end of the summer, A 10-year old Ben Tennyson is now recognized as the multitude of alien heroes that showed up and started saving people. He had finally been recognized for all the good he's done.

So what happens when in another world, Twilight's magic is supercharged by the magical surge during her entrance exam, and that magical spell that should've only hatched Spike, instead also summons Ben, his memory wiped of who he was before, only remembering his name, and knowing that the watch on his wrist was important?

Chaos and Confusion. That's what happens.

Celestia is more than just a little worried.

(This was inspired by TDR's "Twilight Gets a Puppy", so go check that story out, because it's possible this story might not be as good, who knows really)

(The new cover for the story was made by me and my slightly average MS Paint skills. I'll probably make another cover for Season 2, whenever I get to that.)

(Updated the cover for this story, just a bit more polish to Ben's initial design)

Published 2022-03-25 04:00:00 UTC
Last updated 2024-02-08 05:50:21 UTC

The Hero of Canterlot

A Boy and his Watch
By TheAlienBrony22

The Hero of Canterlot

The days seemed to blend together with Ben helping out around the house as he used his powers to make the chores easier. Twilight was learning more at Celestia's school, Spike was being as carefree as can be, and Shining was working hard to try and make it into the royal guard.

Ben worked hard to show that he wasn't some monster that needed to be feared. He was a kid, obviously, but he made a promise to use his powers only when he needed to. The things Cadence made him learn when she babysat was absolutely mind numbing, but it did pay off in the long run, since most of Canterlot's residents stopped fearing him as some sort of heartless beast. Eventually, Ben was welcomed to the point where he could go through actual schooling with Shining and Twilight.

Ben knew how smart Twilight could be, so he made it his goal to work twice as hard. Ben even went as far to use that smart frog guy he could turn into, affectionately named by Twilight as Smart Toad, Ben was able to use this form to write down several notes and then study them in his human form, even if he could barely make sense of a fifth of what the notes contained.

Cadence truly had her hooves full, but at least Ben was the most determined out of the three, and Twilight was the most reasonable. Spike was just really cute, and easy to manage. One faithful night, when the Sparkles were put to bed, Ben just couldn't sleep. Ben got up and snuck towards the window, looking out into the night sky as he let his mind wander.

'Am I really using my powers right? I don't mind helping around with the chores, but I feel like I could be doing so much more with them. Helping out with more than just chores... You know what? That's what I'm gonna do. Starting tonight, I'm the hero Canterlot needs.' Ben thought. He opened the window and climbed down to the front lawn, running out into the streets as a flash of green light lit up the sky.

For a few weeks, there would be reports of a monster in the dark alleys of Canterlot, taking out simple criminals and thieves as they seemed to then vanish without a trace, no one has been able to get a good look at the monsters behind the attacks. Ben felt great about using his powers for something else, but he still felt that drive to do more. When Ben tried to sneak out of the front door one night, he was caught.

"Going somewhere, young man?" Velvet asked. Ben winced and looked around, seeing Velvet sitting in a chair, sipping on some tea. "Awfully late to be going somewhere on your own, isn't it?"

"I-I was just... It- uh... erm..." Ben stuttered, trying to think of an excuse. He could see the knowing smile on his mother's face, and he sighed in defeat. "I was gonna go out and stop a few bad guys. I'm just trying to find a better use for my abilities, it's nice for the chores to be easier to do, but I want to help people, instead of watching things get worse... I'm sorry for lying, mom."

"Benny, if you wanted to do the right thing, why not try a more... constructive outlet? Violence isn't always the answer. Besides, you're just a kid, you could get yourself hurt if you picked a fight you couldn't win," Velvet stated. "I like that you want to help people, sweetie, but there are better ways to do that. I'll let you go out one last time, but this is the last time, and no more fighting. Understand?"

"Yes mom... I'll be back in a little while." Ben replied, heading out as he was enveloped in a green flash. Velvet watched as the human vanished into a dark alley, then one of his transformations leaps through the shadows.

"Be safe, my poor brave boy." Velvet states quietly, looking worried as she heads back inside, going to bed as she hoped to see her son in the morning.

Ben leaps through Canterlot, transformed into What Shining called the huge red troll, 'Fourest Fighter'. The four eyed troll looked around down below, gripping onto the side of a tower to keep himself above.

"Ok, just gotta be careful. Fourest Fighter can be a bit too heavy for his own good, so I gotta try and balance my weight out when I jump... still, wish there was a way I could control what monster I get every time I go out on patrol. This is the sixth time in a row that this thing gave me the wrong one. I sure hope this thing isn't broken." The brute debated with himself.

Fourest Fighter jumped off the tower and carefully slid down to solid ground, just in time to take care of some lowly thugs, who seemed to be ganging up on some poor pony. 'Great, more muggers. Talk about too easy, you'd think they'd learn after the last few times I smacked them up, but no.' He thought to himself.

Fourest Fighter approached the thuggish ponies and cracked all four of his knuckles as he towered over them, oozing confidence. "Alright, how badly do you wanna be beat this time, because I can be really rough right now if that's what you wa--"

Fourest Fighter stopped his sentence and stared down, speechless. He saw a stallion around Shining's age, lying on the ground, motionless. The hero looked at the ponies that surrounded the stallion, now surrounding him. They looked up at the hero with silver masks, saying nothing. Without another word, Fourest Fighter grabbed one of the ponies and used them to batter away the other ponies, before chucking said pony into the ponies they were associated with.

"You monsters. I'll deal with you later, I'll be back!" Fourest Fighter took the stallion into his arms and leapt towards the nearest hospital. The masked ponies watched the creature leave, and simply back away into the alley, vanishing into darkness.

Fourest Fighter jumped and jumped through Canterlot, desperate to save the stallion's life, then he landed in front of the hospital, and in a flash of red light, Ben was returned to normal as he tried to pull the stallion inside. As soon as he entered the building, ponies were looking at him.

"I need help, this poor stallion was being attacked by ponies in masks. He's not breathing, he's not moving... Please, for Celestia's sake, help him!" Ben called out.

Several of the hospital staff took the stallion and wheeled him off onto a gurney, and Ben just sat down, worried about what may become of the stallion. Ben was worried he might've messed up this time. Was he too late? Did he not get him the medical help he needed in time? What if this was Shining, or Twilight, could he have saved them, instead of resigning them to their fates? Who were those ponies in the masks, and why did they gang up on this one stallion?

Ben's mind raced with questions, and soon enough, the doctor stepped in front of the human boy, looking sorrowful. "I'm sorry, we did the best we could. If you had gotten here just a couple seconds sooner, he would've been fine... I'm sorry, young man... he's gone."

Ben hung his head low and left the hospital, picking the safest and most populated route back to the Sparkle household. Ben felt sick, he felt upset, he felt mad. He felt disappointed in himself. Once Ben got back home, he saw that everyone was now up and awake, and only now saw Ben come through the door.

"Benjamin Sparkle, where have you been!? Do you know how worried we were, where were you, what were you doing?!" Nightlight asked in a panic, squeezing his son in a hug as Spike rested soundly on Nightlight's back. "I was so worried!!"

Ben eventually escaped the hug and just sighed, heading up to bed, leading to Shining and Twilight following him. Velvet just couldn't remove the look of devastation in Ben's eyes when he came back. This was going to be a little difficult for Ben to properly process, and he just couldn't get those two words out of his head.

'He's Gone.'

Author's Note

Ok, so I'm giving Ben's alien forms new names, because why not.

Here are the names.

Heatblast ---> Starburner

Wildmutt ---> Beelzebeast

Ghostfreak ---> Ghooligan

Upgrade ---> Cyberpunk

Gray Matter ---> Smart Toad

Fourarms ---> Fourest Fighter

Ripjaws ---> Halibite

XLR8 ---> Speed Demon

Diamondhead ---> Gemstone

Stinkfly ---> Skunksquito

Unicorn form ---> ???

Dragon ---> ???

You can comment names for the Unicorn and Dragon form, I'm gonna take a break and let you readers read it.

It's a Wild World out There, Part 1

A Boy and his Watch
By TheAlienBrony22

It's a Wild World out There,
Part 1

Near the lower class district of Canterlot, a few weeks after the 'Incident', Nightlight had decided to try and go out to a small rural town with Ben, to help his son move on from the 'Incident'. It was a bit of a walk to the train station, but it gave Nightlight time to try and talk with Ben, stallion to man.

"Remind me dad, why isn't Shining, Spike, Twilight, or mom coming with us again?" Ben asked curiously.

Nightlight chuckled. "It's because I feel like we need more time together. You're supposed to be my son, but I feel like I don't know a thing about you, and vice versa, you don't know a thing about your old man, so I decided to take some time off from work and treat ya a little bit to a small town bustling with friendly faces. We're gonna be there for a good week, so let's make the most of it and have some fun. What's the point in doing anything if you don't feel good doing it?" Nightlight explained.

Ben shrugged and sighed. Ben had never experienced the death of a loved one, or death in general before, and for a few weeks when he was going to school, none of the teachers could get him to pay attention, due to how mentally frozen in that one timeframe he was. He never revealed his secret to anyone, and Ben thought it'd be better if no one else found out his secret. He didn't want a repeat of what happened that night.

Ben looked up and tried to force a smile. "Maybe you're right... I've just been in a real odd place in my mind, lately. I think this trip will do me some good. Thanks for taking me on this trip, dad." Ben said sincerely. Nightlight smiled and pat Ben on the back as the two finally saw the train station come into view. "By the way, what town are we going to, anyway? Is it Appleloosa, Manehattan, or are we just visiting Auntie Glammer at her shack in Vanhoover, like you and Shining did last Hearth's Warming until you got stuck in the snow?"

Nightlight looked at Ben, and could tell his son was trying to be funny. It was refreshing to see Ben in a much better mood, it made Nightlight feel like he was making the right call. "No no, we're going to Ponyville. It's a small town, and there are a bunch of friendly faces, but you might wanna try and keep your powers on a 'need-to-use-for-emergencies-only' basis, you understand, Ben?" Nightlight asked.

Ben nodded for a moment till a question came to mind. "I get what you mean, but I just have one question, dad... What in the hay is a Ponyville?" Ben asked.

As Nightlight and Ben waited in line to get tickets, Nightlight was just generally baffled by how Ben didn't know what Ponyville was. "What are those teachers teaching you if you don't know about Ponyville? They supply us with Apple Cider, fresh produce, even fresher pastries, clothes, Ponyville neighbors Canterlot, how did you not know?" Nightlight asked, confused.

"I just knew Baltimare technically neighbored Canterlot, but I never heard about Ponyville until now. So, your guess is as good as mine, and I don't have a clue." Ben simply stated.

Nightlight just face-hoofed himself and sighed. 'I'm gonna have a word with those teachers when we get back, there is Tartarus to pay.' Nightlight thought to himself. He composed himself and put a smile back on as they approached the ticket booth.

"Two tickets to Ponyville, please, if you would so kindly, sir." Nightlight said.

The ticket teller nodded, tapping his hooves away on some kind of old fashioned console as two train tickets were printed out and handed to them. "Have a great day, and thank you for seeing Canterlot. Come again!"

Ben took his ticket and followed his dad onto the train, moving through the other ponies that looked at Ben funny. He couldn't blame them, he looked so different from everyone else when he wasn't transformed into his Unicorn form. Ben sat down with Nightlight and soon enough, the train began to move. There was no turning back, and Ben was fine with that.

After a long few hours on the train, it begins to come to a slow stop. Ben looks out the window to see a few buildings, some paved paths, and a couple other ponies that were waiting for the train.

Although, one of the ponies, a small bright pink filly with poofy dark pink hair and blue eyes seemed to be looking for somepony in specific. Ben didn't think much of it, but he did wonder why someone didn't have their kid, or maybe the filly lost her parents and was looking for them. Ben shrugged off the feeling and stepped off the train with Nightlight, then began to make their way through the bustling small town of Ponyville.

Ben looked around and could hardly believe how country the town was, but that could've just been him wondering why there was a pony wearing some kind of cowboy costume. "You sure we aren't in Appleloosa, dad?" Ben asked with uncertainty.

"Of course, after all, Appleloosa doesn't have one of the best pastry shops in all of Equestria, far cheaper, and twice as good as those expensive goods back in Canterlot. C'mon, I can introduce you to a couple of my old college buddies I knew back in the day." Nightlight offered.

"You went to college?" Ben asked. The human reluctantly followed Nightlight to the pastry shop, all the while the pink filly from before looks on from afar in curiosity.

Off somewhere else in Ponyville, was a farmer's market. Tons of farmers from different corners of Ponyville were working hard to sell their produce, but two farm families happened to be at a bitter turning point, though it seemed to be dying down. One of the stands sold Pears and Pear Jam, whereas the other stand sold Apples and Apple Jelly.

"Ah just can' believe you had the gall to still show up to this market aftah what happened last night, you pear pilferin' apple pickers!" A distraught and angered mare called out. The mare herself was an orange mare with red freckles on her face with a bushy green mane contained underneath a pink headkerchief. Her cutie mark was a cut open pear revealing sparkles and the pear's seeds.

A young bright mint green mare approached the angry mare, and promptly bopped the mare in the muzzle, staggering the angry mare and shutting her up. "Yah mean like ah can't believe you thought ah would wanna listen to you bicker and bark like a neutered noodle, missy? Git on back to yer stand and leave my boy, and my daughter-in-law alone, or the next time ah feel like picking apples, ah will buck one of the rotten ones yer way, up close and personal like," The mare remarked. "They made their choices, it ain't right fer someone to make them choices for them. Nothing would get done, you silly saddle ridin' seed bloomer!"

"It's Pear Blossom, you daft and deranged apple whore! I hope you apple pickin' freaks rue the day for when we topple you over in sales and run you outta busness!" Pear Blossom declared as she huffed and walked back to the Pear stand she ran.

"Thanks fer dealin' with my momma, Granny, she can be more stubborn than a blind bucking bronco on two legs that's seen color for the first time." A mare said. A creamy yellow colored mare with bushy and poofy faded orange locks trotted up to the other mare.

"Anything fer my grandfoals, and don' worry, you earned your place among the apples, it's just them rotten pears refuse to see reason. Maybe Mac and Applejack can try to run the stand with you and my boy, it'll let them get off the farm fer a little while and conversate, let them live a little and socialize. Oop! Just remembered, I was tryna make somethin' to commemorate the union of our families, an' I don't wanna see it go up in flames. I'll be right back!" Granny said, trotting off towards the farm.

A stallion walked up to the younger mare, chuckling as he tipped his hat to the mare. The stallion had a pure bright yellow coat with a red mane that was easily well kept, though he easily towered over the mare, she didn't seem to mind. "I'm guessin' Granny left something in the oven again, right?" He asked.

"Eeyup, but at least she was willing to make something to commemorate how we brought our families together... even if they didn't want that," The mare said. She sniffed, wiping a couple forming tears in her eyes. "Sure wish my daddy didn't have to make me choose..."

The stallion pulled the mare into a hug. "Hey, c'mon now, I'm sure eventually he'll come around, it just takes time. He can't be mad at you forever, Buttercup. I know I can't." The stallion reassured, chuckling at his own joke.

The mare smiled and leaned into the hug. "Thank you, Bright Mac. Ah just hope I can keep myself goin' before our other little one gets here too soon. Speakin' ah which, what do you think we should name it? And don't say Little Mac, you cheeky cheater." The mare teased as they walked back to the farm.

"Well, how about Bloom? I dunno, I was never good with names." Bright Mac said, trying to hide his blush in his hat.

From afar, a small orange filly with blonde hair and green eyes listened in, and was just ecstatic. She was gonna be a big sister soon, and she trotted off into town, looking for her brother to tell him the news. All the while, a pink filly was keeping up with the lanky legged farm filly.

"Hi there! I'm Pinkie Pie, what's your name?" The pink filly introduced.

"Uh... Applejack, nice to meet ya, Pinkie! Question, why in tarnation are ya running alongside me? Did ya have somethin' to say or did you wanna have a hoof race?" Applejack introduced.

"No, silly, I'm just looking to make some friends! What are you doing?" Pinkie asked, still keeping an even pace with the farm filly.

Applejack had never seen someone besides her brother keep up with her, and some rainbow haired pegasus filly who was too full of herself, but she always cheated by flying at all times.

"Ahm tryin' to find my brother, I got some big news to share, and--"

"Well why didn't you say so earlier, silly willy? I can help you! Just tell me what he looks like and I'll have him back here before you can say Salmon Swim upstream to See Sparklers Sparkle like Shooting Stars in the Sky!" Pinkie offered.

Applejack couldn't tell if the pink filly was serious, but she did wanna tell her brother the big news, so the two fillies ran through town, trying to find a colt.

Meanwhile, Ben and Nightlight have approached a pastry shop called 'Sugarcube Crumble', and already Ben could feel a cavity or two forming just by standing outside the front door. Ben seemed nervous as he and Nightlight walked inside, seeing a young and fairly chubby light blue mare with a swirly pink-ish magenta mane with twin tails, shaped like whipped cream swirls. She had three cupcakes as a cutie mark.

"Well Whipped Cream on Waffles, haven't seen you in a long while, Nightlight! And who's this uh... handsome young fella you have here?" The mare asked. Ben raised an eyebrow and looked at his dad, unaware of what just happened in the last few seconds.

"Ben, this is my old college study buddy, Chiffon Swirl. Chiffon, this is my new son, Ben Sparkle. He's going through a tough time, so I thought I'd bring him here for a week and let him make some friends, let him try to have a good time, get his mind off of things." Nightlight introduced.

Ben smiled and held a hand out for a hand/hoofshake. "Nice to meet you, Miss Swirl. Here's to hoping I don't cause any trouble for you or your establishment." Ben said. Nightlight sighed, he didn't expect Ben to say that, so something told him that this was definitely gonna take a week to help him get over the incident. Thankfully, Chiffon picked up on the cues and gladly took Ben's hand in her hoof, shaking it politely.

"Well, Ben, I hope you can try some of my delicious treats. I was actually experimenting a bit and tried a more festive recipe to sell all year round. Here, you can try a free sample on me, my treat." Chiffon Swirl then pulled out a plate of what looked like brownies, but with some kind of peppermint filling oozing out of the brownies, mixing with some kind of chocolate frosting. She sat the plate of brownies on the counter, and Ben couldn't even begin to describe how hungry he suddenly felt.

"By the shining glare of the Mare in the Moon, what are these?" Ben asked, cautiously taking a thick brownie and raising it up to his face, smelling traces of Marshmallow, Peppermint, chocolate, fudge, vanilla cream and peanut butter.

"That's what I call, a Flavor Blossom Special! Depending on whatever occasion you need one of these delectable treats, the ingredients can vary. I decided to use a marshmallow filling and mix in some vanilla, while also condensing the essence of those peppermint candies into a liquid to mix with the cream. I then mixed in some peanut butter, because it just works. I then made a standard brownie recipe, but the mixture that's oozing from the brownies was what I used for a filling. Go on, try it! Tell me what you think!" Chiffon explained, smiling.

Ben gulped and looked to his father, seeing him smiling and nodding. Ben sighed and took a deep breath, shoving the gooey, crumbling brownie mess into his mouth, chewing slowly as he initially expected to hate it, but actually found that it didn't taste that bad, it was like a mint chocolate brownie with a flavorful cream filling and a nice frosting.

"That's actually not bad, that's good! Really good!" Ben said, swallowing down the brownie as he reached for another. Chiffon Swirl lit up, smiling as he saw the human boy enjoying the confection she had made.

"Alright, Ben, try not to load up solely on brownies, save room for something later. Right now, we better get going, there's still a lot to see before we gotta turn in for the night. Hey, it was nice talkin' with you again, Chiffon, have a good day!" Nightlight said as he and Ben walked to the door. Ben turned back and waved goodbye, smiling as he and Nightlight walked out.

Chiffon Swirl smiled and sighed. "What a couple of sweet boys, glad to know he liked the brownies, might have to save them and write down the recipe." Chiffon told herself, looking at the brownies.

Somewhere outside Ponyville, a little pegasus filly was quietly reading a book while another pegasus filly was flying in circles, bored out of her mind. One was yellow with a long light pink mane that covered one of her eyes, she had lanky legs and small wings, and a cutie mark of three pink butterflies. The other pegasus did not have lanky legs, but she had a short, spiky and wild rainbow colored mane that stuck out with her light blue coat. Her cutie mark was a black cloud with a rainbow lightning bolt.

"Man, this blows! How do you do this all day and not be bored, Flutters? This is agony!" the rainbow maned filly asked. The yellow filly looked up with a smile, and looked the other pegasus in the eye.

"It's because I always enjoy the little things before trying to attempt the bigger and more exciting stuff. It's just easier for me to enjoy a good book, I guess." the yellow filly said, kinda quietly.

"If you say so, I'm gonna go back up to that stupid flight school and give those jerks what for, let me know if there's something--"

"Rainbow Dash!!" A voice yelled out. The yellow filly yipped and dove into the bush behind her, shaking worriedly. Dash looked over at the source of the voice, and saw a peppy and cheery pink filly bouncing towards her, and behind the pink filly was the lanky orange filly who didn't seem that thrilled or interested to be in this location specifically.

"Pinkie, I thought I told you- you're cashing that favor I owe ya now, aren'tcha?" Dash asked, landing on the ground as the yellow pegasus cowered behind her.

"Yupperoonie! I'm trying to look for a colt, taller than you, red, has no wings, short orange mane, kinda more built than the average colt, do you know where I can find a colt like that?" Pinkie asked.

"Haven't seen one like that, but there was talk that a strange thing just came into town with weird clothes, maybe that thing knows where that colt went. Besides, me and Fluttershy are just leaving." Dash explained.

"Good, that means you and Fluttershy can help us look for him! After all, you did pinkie promise to help me out!~" Pinkie said in a singsong tone.

Dash groaned and looked at the filly behind her, who did seem a little curious as to what this strange thing was, even if it did kinda scare her a little bit. Dash sighed and smiled at the pink filly. "Okay, Pinkie, let's go find him... and I guess AJ can come too." Dash stated, acknowledging the farm filly.

"Alright, no more dillydallyin'! Let's go find mah--"

"Excuse me, but are you fillies looking for a colt, per chance?" A dainty voice called out. Applejack turned her head to the voice, as did the other fillies, and a lanky, but shorter white unicorn mare with a short and curly dark purple mane with three diamonds on her flank approached them. "Did I hear that right, or did I perhaps mishear you?"

"Yeah, we're gonna go find AJ's big bro. Who're you, anyway? Never saw you in Ponyville before." Pinkie asked, eyeing the unicorn with a curious smile.

"I'm Rarity. I was told to go and make some friends, and I overheard you four saying you're gonna look for a colt. I'm willing to be friends, darlings, but I want in!" Rarity declared with a smile.

Applejack groaned and put her face in her hoof, and then glared at the smiling unicorn filly. "If ah let ya come with us, can we get a move on already so we can find mah brother?" Applejack asked impatiently.

The fillies nodded, and Rarity nodded as well. "Alrighty then, let's go find mah brother!" Applejack declared.

Author's Note

A bit long for a chapter, but it's a nice way to introduce the five other mares. Part 2 will be up momentarily, I just need to take a quick 5-minute break before I start it.

It's a Wild World out There, Part 2

A Boy and his Watch
By TheAlienBrony22

It's a Wild World out There,
Part 2

"So, where do we start looking for your brother? I've seen your brother, he's not exactly average, but he doesn't stand out in a crowd." Dash asked. The five fillies walked through Ponyville, looking around for any sign of the colt they were looking for.

"Ah dunno, I was thinking maybe we called out for him, but that would cause a bit of a panic. Better to do it ourselves then get others worked up over nothin'!" Applejack explained. Dash groaned.

"U-Um... I- I think we sh-should get some help from t-that guy, o-over there..." Fluttershy said sheepishly, pointing over towards a figure in the crowd. The fillies looked over where Fluttershy pointed, and they saw Ben, walking with Nightlight to some kind of knickknack emporium.

"Well, what's one more feller to add to the search party. C'mon, girls, let's go get some extra help." Applejack said as the fillies ran to the emporium.

As Ben sits in one of the chairs, completely bored, Nightlight seems fixated on some kind of old painting. It showed a white alicorn facing off against a black alicorn draped in dark violet armor. Below the fight, it showed seven individuals, six of them looking like ponies, and the other individual didn't seem all that clear, but it showed them blasting some kind of off-color rainbow at the black alicorn. Ben's interest was piqued, as well as his curiosity.

"Hey dad, what is this painting talking about?" Ben asked, walking over to stand by his side as they both looked at the painting.

"You sure you wanna know, Ben? It's a bit of a lengthy tale, but I can shorten it down to what you would've learned about when you got to high school, if that's alright." Nightlight said, looking at the human boy.

"Yeah, I'm actually pretty curious, and the bottom part of it piqued my interest too." Ben responded.

"Well then, I'm glad you asked, Ben, this is ancient Equestrian history, but it seems like from the looks of the bottom portion of it, someone up and scribbled on it and tried to make it look official. Let me explain. Nearly a thousand years ago, say like, nine hundred and ninety-two years to be accurate, there used to be two princesses that ruled Equestria together. One raised the sun, and the other raised the moon. It was foretold that this other princess, whoever she was, had grown jealous of the princess of the day because ponies reveled in the sun's light, but showered no praise for when she made the night look beautiful. This princess let anger and jealousy dictate her every move from there on out, until she finally tried to seize control over the sun and moon for herself, and the princess transformed into a wicked mare of darkness, simply known now, as Nightmare Moon. The princess of the day couldn't face Nightmare Moon alone, but there were six magical individuals that could, and when they united, they defeated Nightmare Moon, and banished her inside the moon, hence why her likeness is visible for all of pony kind to see every night. These six individuals, were known as the Elements of Harmony. I'm not sure what punk decided to deface history and add a seventh element, but there were six elements. Legends have prophesized that on the longest day of the thousandth year, the stars will aide in her escape, and she'll return to reclaim the throne once again." Nightlight explained.

Ben was surprised, practically astonished that a being like that could exist... it also made him remember why he was here, to forget about the incident that wracked his mind with negative and intrusive thoughts, feelings of doubt. Ben actually worried if he'd end up as the next Nightmare Moon, and couldn't bare to imagine himself overwhelmed by darkness, standing triumphantly on the bodies of those he defeated while Equestria burned to the ground, with him holding the match.

Ben tried to calm himself down, his breathing shaky as he took a seat and sat down, trying to steady his breathing. Nightlight looked at his son with concern, and he could very well see the fear in Ben's eyes, his fear-ridden, teary green eyes. All them good feelings just got stuffed to the side as Ben's worries crept back into his head.

"O-Oh boy, uh, ok Ben, I'm gonna run back to Chiffon's and get you some more brownies, and maybe a milkshake, stay right there, I'll be right back! Just keep yourself occupied!" Nightlight stated worriedly, rushing out of the emporium as five fillies watched the unicorn trot like Tartarus itself was on his tail.

"What in tarnation was that about?" Applejack asked in confusion.

"I... don't know how to answer that question, but I think he might be a little bothered." Dash said with uncertainty, pointing to Ben, who hasn't noticed the fillies yet. "Are we sure asking him for help is a good idea?"

"C-Can't hurt to t-try, Dashie..." Fluttershy responded quietly.

"Fluttershy is right, darlings, I bet he just needs some good words to cheer him up!" Rarity suggested, pointing at the pink filly in front of her. "Pinkie, you seem to be the most cheery out of all of us, why don't you try to make him smile?"

"Oooooohh! Good idea, Rarity! You girls wait here, I'm gonna do what I do best!" The pink filly stated, speed walking towards the worried and panic-ridden human.

"Think she'll actually cheer him up?" Dash asked.

"Nnope, but it's the only idea we got." Applejack stated, watching the pink filly get ready to do her thing.

"Hey, pal! Hey! Hey! Pal! Hey! Hey!" Pinkie said repeatedly. Ben sniffled and wiped the tears from his eyes as he looked at the pink filly standing in front of him. "You seem kinda sad, but don't worry, I'm gonna cheer you up, that's what Pinkie Pie's here to do!"

Ben felt his worries become confusion, how did this pink filly plan to cheer him up? Ben didn't have to think about that for long when all of a sudden, some strangely upbeat happy music began to play out of nowhere as the pink filly bounced from side to side with a cute and very silly grin on her face as she began to sing.

Ben couldn't believe what was happening, nor could he find the source of the music, but the pink filly continued to sing and actually make him feel a little better with a dash of a new perspective to his feelings. Sometimes stuff happens, and you'll feel bad about it, but that doesn't mean you harp on it and let it drive you nuts, you just gotta find some good to balance out the bad, and smile, smile, smile every step of the way.

Ben had dried his tears and felt his worries melt away as a smile formed on his face as the pink filly began to laugh and finish her singing. Pinkie looked up at the human, who seemed to look and feel a whole lot better. "Do you feel better, mister?" The pink filly asked.

"I do... I don't know how you did that with the music, or how you managed to calm me down, but I appreciate it. the only friends I have are my siblings, and it's kinda hard for me to make friends... no one in Canterlot seems that keen on being friends with someone like me, anyway. Thanks for that. I'm Ben, what did you say your name was, again?" Ben introduced.

"I'm Pinkie Pie! Nice to meet you, Benny!" Pinkie introduced, smiling.

"It's Ben, but whatever. Why'd you cheer me up in the first place?" Ben asked, still feeling pretty happy after that strange and sudden musical number.

Pinkie giggled and pulled Ben by the hand, leading him to the door, only to see four other fillies. "Howdy, mister! Any chance you'd be willing to help us out? We kinda need some help findin' mah brother." Applejack asked with a nervous smile.

"I suppose I could for a couple minutes, what does your brother look like?" Ben asked.

"He's red, he has freckles, he has a short mane, and he's more built than average colts. Do you know where he could be, did you see him at all?" Pinkie described.

Ben tried to think back to if he ever saw a pony like that, but nothing came to mind. Then, an idea came to him. It was a really bad idea, but for all Ben knew, this colt could be in some serious trouble if his parents haven't found him yet, and this did fall under the emergency category. Ben looked to his watch and began to fiddle with it, twisting the dial as he landed on the icon he wanted. "Ok, I'll help, and I have just the transformation that can track him down. If you have something that belongs to your brother, you may wanna let me have it, it'll make this easier. You little fillies need to not panic when you see this, though. Can I trust you all to not panic and make a scene?" Ben asked.

The fillies looked at the human, nervous that this might backfire, but he was willing to help, so they nodded in understanding, with Rarity being kinda hesitant when she agreed.

"Ok, just be wary that this one can be a little... wild." Ben cautioned. Ben pressed the core up on his watch and pushed it down, enveloping himself in a flash of green light. Before the fillies was a creature in Ben's place, one that looked ferocious.

The creature looked like an overgrown diamond dog with overgrown orange fur, but it certainly didn't share traits of the Diamond Dogs, one example being the lack of clothing, eyes, or a tail, for that matter. the creature had black lips and sharp canines, but it also had some weird gills on the side of its neck. The only accessory this orange beast had was a black and white helmet with green square knobs poking out from the top of it, and a white hourglass emblem.

The fillies had various reactions. Pinkie stared in awe as she playfully petted the big alien dog, Dash was looking at how cool and extreme the beast was, Applejack was tryna be a little cautious as she tried to climb onto the back of the creature, Rarity fainted, and Fluttershy was terrified, up until she listened to the alien dog's growls and snarls.

"Oh, so this isn't what you look like normally, that's good to know... I-I think. You're not g-gonna hurt a-anypony, a-are you?" Fluttershy asked. The beast growled and barked, and Fluttershy seemed to get the message as she slowly fluttered onto the beast's back. As the fillies got on, the alien dog carefully lifted the unconscious Rarity onto his back as he gestured to Applejack for the item that belonged to her brother. The alien canine held what looked like a harness in his paws, and gave it a thorough sniff before picking up on a scent, and then slowly ran out of Ponyville as the fillies held on tight.

The canine slowly followed the scent for a few hours as it snarled and growled, or according to Fluttershy, who could somehow understand the beast, was getting closer to Mac's location. What bothered the fillies was that they were on the edge of the elusive and extremely dangerous Everfree Forest, while Ben didn't seem to know what the fuss was all about and kept following the scent.

"Hey, fella! We're gettin' way too close to tha Everfree, you sure my brother's somewhere round 'ere?" Applejack asked unsurely. The beast snarled and growled, barking too as it stopped and pointed towards a huge hole up ahead that was just a few feet away from the Everfree, and by the looks of it, some strange wolf-shaped creatures made out of leaves, wood and such were snarling and looking down into the hole.

"Timberwolves!? Oh no, I've done a lot of crazy things, but fighting a Timberwolf is not gonna be one of those things! If your brother's down in that hole, well, I hope timberwolves don't like apples!" Dash said, jumping off the beast as she took cover behind a big bush. Fluttershy was quick enough to do the same, as did Rarity and Pinkie.

"Sorry AJ, but if I'm gonna throw parties, I need to be well and at my best! Timberwolves are dangerous business!" Pinkie warned.

Applejack jumped off the beast and trotted over to the other fillies, obviously displeased. She was about to go off on them for abandoning her and her brother, until the beast roared and charged forward. The Timberwolves charged at the new canine creature, but were immediately met with a creature that was anything but some eyeless hound dog.

The beast swatted and thrashed the Timberwolves to pieces, and even threw a couple of them back into the Everfree. After the supposed victory, the beast climbed down the hole and saw the colt he was looking for. A red colt with a short mane, slightly more built than the average colt, but it did have a cut open green apple that showed off the seeds inside as a cutie mark.

The beast was pretty sure this colt was the one he was looking for, and managed to carry it out of the hole, before setting him down next to the fillies. Before the beast had a chance to carry the fillies back to Ponyville, the scattered remains of the Timberwolves began to rebuild themselves, combining into a bigger Timberwolf. The beast roared and was back on the attack as the ponies watched, seeing this beast fight back against such a monstrous creature like the Timberwolf, it was the most eventful thing to happen in Ponyville since the inevitable end of the Pear and Apple Feud.

The beast was able to prove itself to be a serious threat, and though the Timberwolf wasn't defeated, it was sent running back into the Everfree. The fillies cheered, as did Mac, but their cheers fell short as the beast slowly tried to stay up so it could carry the little ponies back to Ponyville. The beast had several loose twigs sticking out of its body, a bunch of scratches and a few bruises, it looked like it just got out of a warzone. By the time the beast actually got close to the fillies, it was enveloped in a red light, and Ben was returned to normal, only to collapse and be rendered unconscious from how hard he pushed himself, but could feel that the pain he suffered from the fight carried to his normal form.

The fillies were worried, practically scared, but Mac had enough strength to carry Ben's unconscious body back to Ponyville, with the other fillies following right behind him.

When they got back to Ponyville, the sun was already beginning to set, and Nightlight was in a panicking frenzy, stuffing his face with sweets as he tried to calm himself down, in which his panicking was only increased when the young ponies came back with Ben, unconscious and injured.

"What happened to my boy!?" Nightlight exclaimed, terrified. Chiffon just winced at the side of Ben's current condition. His white shirt was now slowly becoming red.

"Sir, I gotta be honest with ya, I asked him to help me find my brother, who was stuck in a hole surrounded by Timberwolves. He turned into some big orange dog thing and was able to take them on and get my brother back, but those timberwolves rebuilt themselves and were a lot more fierce than they were before, but he took them on and sent it running back into the Everfree over yonder. He took quite a beating, but he was just tryin' to make sure we were alright. This is my fault, I asked for his help. He could've said no, but he didn't. I am willin' to give my condolences, and my deepest apologies, sir." Applejack explained, hanging her head low.

"I know I can't be angry at a bunch of little kids, even if I want to... but that won't make my son feel any better. I shouldn't have left him alone, I should've stayed and calmed him down myself, that's what a responsible parent would've done! H-How am I gonna explain this to Velvet?!" Nightlight panicked.

"Yeesh, you make it sound like he's dead, talk about dramatic." Dash stated, muttering that last part.

"W-What? He's not--"

"Nope, but if we keep standing around doin' nothin' about his condition, he very well could be." Mac spoke up. Fluttershy reached up and put a hoof to Ben's wrist, and felt something, like a pulse.

"H-He's still breathing, he has a pulse... oh my... w-we need t-to get to N-Nurse Redheart's clinic, o-or Ponyville General maybe?" Fluttershy suggested.

Nightlight used his magic to put Ben on his back and thanked the little ponies for bringing his son back, then ran as fast as he could to Redheart's clinic.

Then, in that moment, almost like every last shred of her instincts had kicked in at that very moment, Applejack felt like she needed to see that human feller make it, and when she turned back to the other fillies, and her brother, they all knew it too.

"C'mon y'all, we know what we gotta do!" Applejack stated, trotting after Nightlight and Ben.

"I still need to throw him a welcome party, AND a thank you party!" Pinkie declared, trotting after Applejack.

"I-I wanna th-thank him f-for scaring off those big m-mean t-t-timberwolves." Fluttershy mumbled as she, well, fluttered after Pinkie.

"Well, can't hurt to see if he makes it, plus, I wanna see if he's up for a race sometime when he gets better!" Dash explained, dashing after the other ponies.

Rarity wanted to go see Ben too, but she didn't want to get any dirt on her hooves. She hopped on Mac's back, and he ran after the others too. He still wanted to thank Ben for saving his flank from becoming Timberwolf chow.

[???]

Silence was all Ben could hear. His eyes snapped open, he could move, he wasn't injured, but his shirt was still stained in red, that was his favorite shirt, too. Ben stood up and looked around, seeing nothing but a blank and empty void... well, empty was not entirely true, there was a man standing in that void, one dressed in a lab coat with goggles, they also had a cane and a golden gauntlet.

"Hello Benjamin, I know it's rather quick for us to meet, but I would like to--"

The void began to shake, and Ben could feel his head pounding in pain. He saw the man reaching out to him, and for some reason he didn't seem to trust it. He tried to back away, only for the void to start shattering around him as the sound of a loud cackle began to echo. Ben couldn't describe what was going on, nor could he describe the sudden lack of air in his lungs. Ben gasped and gasped, and then turned to run away, only to fall into a brighter void, till he couldn't see anything, or hear anything... he couldn't feel anything.

Ben snapped his eyes open again, gasping for air as he sat up. He then felt a major pain in his sides, and held them, trying to steady and slow his movements. He felt bandages and gauze around his waist, then he saw his dad talking to a white earth pony with faded blonde hair and a red plus sign as a cutie mark.

"Hey there, Benny boy!" A voice rang out. Ben jumped and winced, holding his side as he saw Pinkie sitting right next to him... and the other little ponies he met. "Are you feeling any better? You were out for a few hours, but you seem to be okay. Are you ok?"

"Pinkie, don' make him hurt himself again, he's obviously not okay. Wounds like that don' heal in just a few hours." Applejack reminded sternly. Pinkie smiled and chuckled as she backed up.

"What are you all doing here? I thought you would've just ignored me, it's what everypony else does, unless their family, or a family friend," Ben asked. "Besides, I also thought you would've seen me as a monster."

"What gave you such a lame idea?" Dash asked.

"Did you not see that I became a big eyeless orange dog beast thing, or were you trying to chock that up to your imagination? Because that's one dangerous imagination ya got there." Ben remarked with a chuckle. Dash smiled, she liked this guy already, he had a sense of humor. He was beat and battered, and hurt pretty bad, yet he's sitting up and making jokes.

"Darling, you may have some... eccentricities, but that doesn't mean we're going to judge you by those eccentricities, it's the you that you choose to be that matters." Rarity chimed in.

"Big and fancy words aside, she's right. You may be different from ponies, but that's not a bad thing. Everypony is different, but we stand together as friends, or for some others, they are like family, no matter how different they are. It's like our Granny once told us, 'You can cut a Pear and an Apple open and plant their seeds, but you can't glue a stick to an Earth Pony, and call it a Unicorn'." Mac explained.

"You know what you should do? You should come down here and live in Ponyville, that way we get to hang out more, and I can see what other cool things you can turn into!" Dash suggested.

"Dash being Dash aside, livin' in Ponyville would do ya some real good, you already got a few good friends right 'ere who ain' gonna judge ya by whatever you turn into, and you'll make plenty more. Whaddya say, partner?" Applejack asked.

"I say... I'm not here to move to Ponyville, I came here to get over something, and Pinkie's strange little song from earlier helped me forget about it, at least for now. I'm gonna be here for six more days, but maybe when I'm older, at least enough to look after myself, I'll gladly find a home right here in Ponyville, that's a promise." Ben declared.

"Pinkie Promise?" Pinkie said with a smile. Ben looked at his pinky finger and looked at Pinkie with confusion. "No no, it's like this. 'Cross my heart, hope to fly, stick a cupcake in my eye!' that way, it's more genuine, and you have to keep your Pinkie Promise. So, is that promise of yours a Pinkie Promise, Benny?" Pinkie asked.

Ben took a minute and thought about how long he's been in Canterlot, especially with how people slowly got used to him and his powers, even if he didn't reveal his powers to all of Canterlot. Ben looked at how these fillies and one foal were willing to be friends, and decided to make a promise he intended to keep.

"I, Ben Sparkle, cross my heart, hope to fly, and stick a cupcake in my eye!" Ben declared, ignoring the sharp pain in his arm as Pinkie squeed and bounced in place with a smile on her face. "It'll be great to see you guys more permanently in a few years, but it's nice to know that I'll have six more days here to hang out and really have some fun."

Fluttershy slowly approached Ben and handed him a gift. "I-It's from all of us... um... I- I hope you like it..." Fluttershy quietly mumbled as she retreated behind Dash.

Ben carefully opened the box, and saw a camera. Ben pulled it out and looked to see if it had any film. It had one more picture ready to be taken, and Ben smiled, motioning for the fillies and the foal to come in for a group picture. As soon as everyone was in place, Ben held the camera high and clicked the shutter button, capturing the human and the ponies in a single image as it slowly printed out a picture of all them.

"Thanks, Fluttershy, this is the best gift ever!" Ben commented.

"Good thing that wasn't a joke camera, otherwise jelly would've splattered all over us! It would've been funny, but it also would've been sticky." Dash states.

Ben chuckled as the other ponies began to laugh, and Nightlight watched as he saw Ben look and feel the happiest he's ever been. Maybe this trip wasn't a bad idea after all.

Author's Note

So, I've decided to make the executive decision to show AJ and Mac's Parents before they up and croak.

I will post an epilogue right after, but there will be another multi-parter before we really delve into the actual first season. I want to develop Ben as much as I can.

It's a Wild World out There, Epilogue.

A Boy and his Watch
By TheAlienBrony22

It's a Wild World out There,
Epilogue.

The week went by much faster than Ben, or his new friends had expected, but at least he had fun, and Nightlight could see that Ben felt inspired, he felt reinvigorated, ready to take on anything that came at him. The rest of the week was kinda dull for Ben, just being in bed all day as he tried to heal, but his new friends weren't gonna leave him hanging like that, so they figured they'd all take a turn with having a day with the human hero.

The 2nd day went to Fluttershy, who was willing to show off her talent for communicating and understanding animals, but for Ben, it helped explain how Fluttershy could understand him when he was Beelzebeast. Fluttershy shared more about her interests and her hobbies, and the both had a knack for reading, though Ben was more of a comic book guy, and less of a 'boring' literature guy, and Fluttershy was fine with that, she still had a fun time with Ben. He didn't know what it was about Fluttershy, but she was just so nice, so kind, it made him feel warm inside. If his arms weren't sore, he would've hugged Fluttershy with what little strength he had.

The 3rd day belonged to Rarity, who had a knack for identifying gems and had a real eye for fashion. She was just a kid, but she still knew how to properly make clothes, and for a first time attempt at making human clothes, Rarity did pretty well, an exact replica of Ben's usual outfit, minus the tears and red stains, though she got the colors on his shirt wrong, cause now it was a black t-shirt with a white stripe. He didn't mind it, it looked much better, easier on the eyes. Ben told Rarity about one of his forms that he called Gemstone, and while he didn't have the strength to show off what he could do, he explained in specific detail that Gemstone was made of a crystal that had the colors of a diamond, but he betted that his crystals would be worth many times more than just some diamond. Rarity officially had a favorite form, but she still loved talking with Ben as himself, it was refreshing to see such a wayward soul still be so relaxed and chill.

The 4th day was Applejack and Mac's day, who showed off a cool little trick of their own. Applejack had a hoof full of soil, and Mac planted a seed in that soil, and with a bit of concentration, the seed was growing at a much faster rate. Ben had never seen such a thing done in person before, and it just made him really intrigued to see what else an Earth Pony could do. Applejack educated Ben on what her and Mac usually did every day, which was farm apples, work on chores on the farm, go to sleep, and repeat everything, but that day was the most action-packed thing to have ever been experienced, and Mac was still being very thankful for Ben saving his hide. Ben learned a lot, and even found a new kind of respect for hard-working farmers in towns like Ponyville.

The 5th day belonged to the party loving filly herself, Pinkie. She threw two parties at once. One to welcome Ben to Ponyville, and another for saving Mac. Ben learned the most about Pinkie. Her birthday, her family, her life before she came to Ponyville, and even remembered how she wanted to know all about him for future reference regarding his earlier Pinkie Promise. Ben only told her as much as he remembered, which wasn't much, but it was helpful to go off of. Pinkie made more of those brownies that Chiffon made and happily helped Ben eat them. Ben slept good that night, knowing he was full, he had fun at two parties at once, and Pinkie was the first pony he met around his age that made him feel a little happier.

The 6th day was all about Dash. She wanted to know what the watch was, how many forms could Ben turn into, which one was the fastest, which one looked the coolest, and other stuff that Ben wasn't expecting. He happily answered her questions, saying he knew nothing about the watch or its origins, other than it was his and his alone, he could become twelve aliens at the moment, Speed Demon was his fastest alien, but to him, Fourest Fighter looked the coolest. Dash talked a lot about how she wants to be the best flyer in Equestria, and Ben could respect that goal, he always wanted to be the best Hero in Equestria, it's why he thinks that he has the watch in the first place. After a little bit of wondering and talking and genuinely having a good time, Dash left that night and Ben was just glad he finally found a group of ponies that kinda understood him.

The 7th day was a big gathering of Ben's new friends and how each one was gonna miss him. Rarity kept herself composed, but still shed a few tears. Fluttershy just wished him luck on being a hero, and to also be careful. Dash told him that if he ever meets a real strong dude that's a bad guy, bop him extra hard for her. Ben would keep that promise. Pinkie reminded Ben to always remember his Pinkie Promise, and Ben made a mental note of that. Applejack and Mac packed up a couple sacks of apples for Ben and Nightlight to take back to Canterlot, something to remember them by and to stave off those bit hungry crooks in Canterlot. Soon enough, Ben was magicked onto his father's back and the ponies walked by his side as he pinkie promised to come back someday, and that he'd keep his pinkie promise.

The ponies watched as the train to Canterlot chugged along with Ben inside, on his way back home.

"Think he'll keep his promise?" Pinkie asked with a sad smile.

"Don't worry, Pinkie, I know for a fact that he'll keep his promise... I am sure of it." Applejack said.

[???]

"So... any luck with trying to talk to Ben Tennyson?"

"Negatory, he didn't seem to recognize me, let alone even have an inclination to trust me. I fear his memory loss may be worse than we thought."

"Tis' a shame... Oh well, we'll just have to get that daft fool, Azmuth, to make another one of those watches and get another human to be our Ben Tennyson, or better yet, say Ben Tennyson can't be found and we need to find a new wielder of the Omnitrix. it doesn't necessarily have to be a human."

"You know exactly why we can't do that."

"Of course we can... you just lack the space in that mind of yours to see other options, but you persist in returning that 'Ben Tennyson' boy to his former existence. What a drag you are, Paradox. A real dimension-hopping wet blanket. I much prefer the new name he's adopted, Tennyson stopped sounding like a last name after you said it for the seventeen thousandth time."

"At least I'm doing something useful, Spirit of Chaos. I'm being useful, you are distracting me with banter."

"Drop the formalities, already, you time walking Doctor Who wannabe! It's Discord, the name you are looking for, is DISCORD! Honestly, how did any version of that boy ever tolerate you and your droll rules and restrictions?"

"Because I have plans. I foresee all timelines, all possibilities, and if one of these possible timelines has a Ben Tennyson, I am to see it through and watch over the boy at all costs--"

"Yes, that's what you're SUPPOSED to do, yet you want to return both timelines back to the way they were. Why the sudden change in plans, Paradox, has that lab coat finally shrunk a few sizes too small and is now suffocating you?"

"...that is irrelevant--"

"Is it, Is it really irrelevant? I say let it go on, you say stop it, talk about Out Of Character. I think I may have figured out why Eon can't seem to have a consistent backstory. Is he an alien, an evil future Ben Tennyson, an alternate version of Ben Tennyson entirely, I think I may have found out why he's having a massive identity crisis, that's your doing, isn't it, Paradox? Oh how chaotic of you, if you wanted to paint me like one of your French girls, you could've just asked!~"

"Oh just be quiet, you multiverse manipulating miscreant of mischief! You're still stuck in stone, you won't be a problem for Benjamin--"

"Yet. I won't be a problem for Ben Sparkle, yet. Remember, Mister When, this is the first Season!~"

"And there won't be a second season once Benjamin Tennyson is returned to his proper universe!!"

"OOohhohoho~ Did I touch a nerve, Paradox? Will a gumball make you feel better?"

A flash of light appears around the man known as Paradox, and he vanishes from the void.

"Good riddance, you were lousy company as you played 'I Spy' for Ben Sparkle. Honestly, taking him from this world after he just got used to it and made friends, that's gonna stir up chaos that would free me early. Call me old fashioned, but I prefer to show up when I hear my cue. To you lovely Gents, ladies, and other various genders reading this far, I'm not sure how you found your way here, but while you are, here's one rule you must follow... Keep an eye out for that lab coat wearing charlatan!!! I'm not going to tolerate anyone who tries to spoil the surprise of my inevitable return. I may be in stone, but my powers are still mighty, I can always make things difficult for that blasted time walker. Just keep watching Season One, and eventually, we'll meet again very soon. Tata!!~"

Author's Note

Well, that was an incredibly strange piece of blank space, wonder how that got there.

Anyways, there's one more crucial point, but that'll be for the next couple chapters before we get down to the beginning of Season One. Hope you enjoyed.

Also, major warning for the next few chapters. Time skip incoming! Coming in hot!!

A Hell Coming to the Homestead, Part 1

A Boy and his Watch
By TheAlienBrony22

A Hell Coming to the Homestead,
Part 1

[Sparkle Household, Canterlot. Six Years Later. Two years before the thousandth year.]

"Kids, Breakfast is ready!!" Velvet called out. She set a couple plates with Pancakes, Scrambled eggs, and a couple pieces of toast on the side. Velvet looked to the stairway and saw a certain little dragon making his way to the table. "Morning, Spike! Are the other three on their way down anytime soon?"

Spike nodded and held a claw up as a crash rang out from upstairs. Velvet looked incredibly worried.

"I THOUGHT I TOLD YOU TO STOP USING MY BRUSH, BEN! AND STOP UN-ORGANIZING MY BOOKSHELF, I SPENT SO MANY HOURS DOING THAT SO IT'D BE PERFECT!!" Twilight exclaimed.

"Wasn't me, this time at least!!" A deeper voice called back.

"Do you two ever stop fighting every morning, or can we finally sit down and not fight like a couple of dimwits?" Shining intervened.

Down the stairs came the remaining Sparkle siblings. Twilight, who just turned 16, dusted off her legs as she brushed a knot out of her hair, Shining, who just turned 28, tried to stretch out his body a bit, and Ben, who had turned 17, and looked like he was ready to do something very illegal because someone pulled him off the wrong side of the bed that morning with their strong molars.

Ben still had his black t-shirt with the white stripe, though it clung to his body more as he grew. He traded his cargo pants for a comfortable pair of jeans that were custom tailored. He still had the same sneakers, but he had to find someone who could make a bigger pair, which was tough in its own right. The Omnitrix seemed to remain the same, though it armored itself a little bit to cover up more surface area on Ben's wrist. Aside from that, not much has changed.

"Morning, Mom." Ben said tiredly. He glared at the blue maned unicorn on his side. "Next time, Shining, don't pull me by the leg with your teeth! That hurts, you know! You know my body is sensitive after my training regime!"

"Then maybe you should stop sleeping like you were raised in a barn, that helps a lot. I may be in the guard, but you don't see me working myself to death twenty-four seven." Shining retorted.

"Remember when you two were reasonable and didn't bicker about such mundane things? I remember, that was four years ago." Twilight interjected snarkily.

"And when is Celestia gonna finally say you completed her training, hmm?" Ben jabbed with a smirk. Ben then promptly flinched when Twilight uttered out a growl.

Velvet looked at her children, and Spike just shrugged as he continued to happily eat his breakfast. "Look, I know you three are, well, a little aggral this morning, but you boys should be happy, this family has come a long way in these last few years. Twilight, I'll always be proud of how you are noticed by Celestia, but you two, I'm proud to see you boys make achievements in your own rights." Velvet said, smiling at her three eldest kids.

"I'd be doing far more if I was allowed to go back on patrol, but Shining White Knight over here had to rat me out to Celestia and Cadence, because I can do stuff that every single member of the guard can't, including him. Thanks a lot for that, bro, really feeling the support." Ben remarked sarcastically, taking a bite out of his breakfast.

Shining groaned and looked towards Ben. "You're never gonna let me live that down, are you? I said I was sorry, but I had to do the right thing. What you were doing may have had good intentions, but you were taking the law into your own hands, you could've been in a worse position."

"At least I was making a difference, making the streets safer at night. You didn't rat me out because you were doing the right thing, you ratted me out because you still have a little crush on Cadence! Seriously, dude, she has given you signs that even I can pick up on, and mares in Canterlot are very hard to read. She's into you, just go for it! For the love of Celestia, you make me look like Casanova when you don't notice!" Ben stated.

"At least I don't plan to be single for the rest of my life, because I have one." Shining stated.

Ben's face fumed and became redder in hue as smoke puffed out of his nostrils and ears, and some kind of train whistle seemed to go off as Ben suddenly stood up reached for the watch.

"You wanna go?! Bring it on, Shining Plothole, I'll send you running back to the barracks faster than you can cast a spell!" Ben stated, hovering his hand over the watch with an alien selected.

Shining Armor was quick to get up and prepare himself to cast a spell. "Easy, Ben, I was just yanking your chain."

"You have no right to say that after your captain put me on a chain!!" Ben retorted angrily.

"Can't you guys just get along? You're gonna give mom a serious issue or two if you keep coming to blows like this. Ben wants to be a hero and use his powers, so why not join the guard? Shining is training to be one of those Lieutenants, so he'll probably be promoted for his efforts if Ben is taken on as a Guard in training. Wouldn't that help?" Spike intervened.

The sparkles looked at the dragon as he continued to eat his breakfast casually. Ben looked at himself and sighed as he sat back down. Shining put the spell on hold and sat down as well, both of them felt silly and ashamed for almost breaking into a fight at the table. Velvet was just glad nothing had to be repaired or replaced this time. Twilight just continued to study one of the many books Celestia had given her, but she was glad that she taught Spike to see both sides of an argument, then intervene when a solution presented itself. She was proud of how she adapted Celestia's teachings and applied it to Spike.

"I'm sorry. There are days where I just can't sit around and do nothing. My old job was at least enjoyable, even if it was simple, it was something to do and I made a steady income of 20 bits per hour, on the hour. Once the guard found out about my powers, I guess I was just in a panic, and all I could blame was you, since you made the report... I really want to do the right thing, I want to keep being a hero... but joining the guard, really? I'm good." Ben stated.

"I'm sorry too. We both stepped on each other's hooves, feet, whatever. The point is, we both have different methods of doing the right thing, and different reasons... If I could take it back, I would, but I can't, what's done is done and I can't change that, not like they'd have you on the guard anyway. The royal dignitaries and Celestia herself may not have a prejudice against you, but the entirety of the guard does, probably because of the new chain in command," Shining explained. "Maybe when I'm in charge someday, I can work to fix that."

"That is if I'm still around, maybe. Once I get a little older, I'm out of the house. I'm taking whatever bits I have, I'm flying out of here with whatever I can carry in a backpack, and I'm gonna live my best life. Wherever I go, I plan to make my name known as the name of a hero, with no judgmental guards to tell me what's what. A guard follows orders to save lives, but a hero will do whatever it takes to save everypony he can, no matter what." Ben stated, finishing up his breakfast as he walked towards the door. Ben barely had enough time to notice Nightlight coming down the stairs with a knowing look.

"You keep doing what you're doing, son, save lives and be careful." Nightlight whispered.

"I will, dad, just gotta be extra careful and avoid the guard, too." Ben whispered back. They shared a smile and a hug as Ben walked out the door. Twilight and Spike got up and headed out as well, being Celestia's student meant you had to give it your all, so she was prepared to give it her all that day.

[Canterlot, Shopping District]

Ben walked through the crowded and bustling streets of the district. He saw guards everywhere, almost like they were expecting him. Ben sighed and tried to play it cool, he just wanted to go about his day and not deal with trouble. If something does happen and he wants to help, he'll help them in any way he can. Ben carefully walked through the streets of the district, but aside from the numerous guards that were now keeping an eye on him, something in Ben's mind just told him that there was something amiss. He never saw so many guards in one district before, so there must have been some kind of incident.

Ben ducked into one of the alleys, and in a flash of green light, in Ben's place was a thin and terrifying spectre. A spectre with a tattered gray body and black and white striped tendrils wrapping around its torso. The creature had long black claws and what looked like a twisted and malformed skull turned upside down, with a singular green eye. The only thing that showed this was Ben as one of his aliens, was the fact that the Omnitrix was now embedded into his wrist, only showing a white hourglass emblem.

"What a perfect time to get Ghooligan... Remember Sparkle, remain in the shadows, look for clues that could lead to the thing amiss." The alien spectre stated, phasing through the ground.

Ghooligan traversed under the district, poking his head up as he kept an eye out. He'd search near the the guards without getting their attention, nothing seemed wrong. He searched near the wealthiest and the most important ponies in the district, nothing seemed wrong, yet again. Was Ben finally losing his mind? That couldn't be the case, but why would all these guards be right here in this district if nothing was wrong? Eventually, Ghooligan reappeared in another alley, and in a flash of red light, Ben was back to his normal form and he decided that today might've been his lucky day.

There wasn't a single problem that required his assistance, and the guards looked like they had everything under control. Ben had a day to himself, and he knew exactly how to spend that day as he looked into his satchel of bits. "Well, nothing seems wrong right now, I could go and see that new movie that came out. Sumo Stables Slammaganza! What an odd, but very familiar name." Ben told himself as he walked past the guards. The guards shifted their gaze to the human as he walked away without a care in the world.

Something was obviously wrong here, and one of the guards on duty, a bright cream colored mare with red eyes and a dark indigo mane, was gonna find out as she slowly followed the human.

[Canterlot, The Canterlot Theatre]

Ben walked onwards as he cut through a few streets by cutting through the alleys, finally making it to the movie theatre in town. he saw several ponies in line, some dressed as Sumo characters, and others that were just excited to see a new movie.

"Hmm, the line must be a bit long. I better figure out what time the premiere is, don't wanna be stuck in line with the rest of them." Ben muttered. The human walked past the line of ponies, hearing them demand he get in line, but he was just trying to find out what time the premiere was. As he approached the booth, he saw a bored blue unicorn mare with a light silver-white mane with a light blue streak.

The mare looked at the human and sat up, disgruntled as she adjusted a pair of white glasses and dusted off what looked like an usher uniform, though her cutie mark was hard to miss. A bright blue crescent moon with a magic wand, tipped with a star. Ben was surprised, but at the same time, he felt a little smug as a smirk formed on his lips.

"Well, well... if it isn't the--" Ben stopped talking when Trixie glared at the human. She was not in the mood.

"Save it, Sparkle, do you want a ticket to this stupid movie or not, because if so, you'll have to wait in line like every single one of these ponies have for the past few hours. I should be on my break, but no, Tini Marzeltov couldn't make it. Trixie will do anything to get a break and to get away from these manic nerds... Trixie should've just bought that wagon and become a showmare like her dad when she had the chance." The mare muttered.

"Ok, I guess being smug isn't the best idea... I didn't know you worked here, Trixie, I thought you were gonna go into acting, like you always boasted about, what happened?" Ben asked in a teasing tone.

Trixie gritted her teeth, but sighed in defeat. "Trixie's in a tight spot. Trixie's a few bits low to make ends meet, so Trixie took this stupid job to earn what she was missing... so far, I was told I could be paid my amount when I went on break. So far, no pony is willing to cover for me... By this point, Trixie just wants to go home." The mare whined.

Ben felt kinda bad, but not bad enough to think Trixie was being sincere, and turned his back to leave. "Well, that's a shame. I guess I'll leave you to it, good luck, Trixie!" Ben said, slowly walking away.

"W-Wait!! Please! Trixie wants to leave, this job isn't worth thirty more bits! I've been in here for sixty-three hours, Ben, I can't leave!!" Trixie pleaded desperately. Ben turned back, seeing Trixie try to move her legs, until the familiar, spine chilling sound of rattling chains filled his eardrums. Ben ran back to the booth and looked behind Trixie, seeing that her legs were chained in place.

'Oh man, something really is wrong today... I was just looking in the wrong spot.' Ben thought to himself. He looked back at Trixie, seeing the fear in the unicorn's eyes as she whined. Ben found out what he was doing today... busting a theatre for enslaving their workers, literally making them work while bound in chains.

"Is there a problem here, miss?" A voice called out. Trixie looked behind Ben to see an armored guard mare. Ben turned around and looked down at the mare. "I won't ask again, is there a problem?"

"N-No ma'am, just having some issues with printing these tickets, heheheh..." Trixie said with a hesitant smile. the rattling of chains stopped, and Ben felt his curiosity grow. "Everything's f-fine, ma'am... n-no trouble here!"

"Mhm... is the human causing you discomfort?" The guard asked, glaring at Ben.

Trixie laughed and kept up the almost forced smile. "He's fine, th-there's no trouble, honest! J-Just doing my j-job, ma'am!" Trixie stuttered.

the guard eyed Trixie for a moment, then eyed Ben. Something was off, but she couldn't figure out what. "You two stay out of trouble, there's an unknown group snatching up ponies in the night... keep an eye out and report any incidents to the guard ASAP. Good day!" The mare said sternly, walking away.

"I better get going too... I have some 'important business' to prepare for, but I'll be back to 'catch the normal viewing of the movie tonight', ok Trixie?" Ben air quoted, winking his eye at the mare in the booth.

Trixie silently nodded and Ben walked away, trying to not look suspicious. Trixie collapsed in her chair and weeped hopelessly.

[Canterlot, Residential District]

When Ben made sure he was far enough away from the theatre, he saw the guard from before, and decided to try following the guard's advice. "Hey, guard mare! I have an incident to report that may be connected to the missing ponies case." Ben called out.

The mare turned around and just glared at Ben, but she was listening. "Look, I'm not sure what these fillynappers look like, but I can guarantee that maybe the theatre might just be a front, something to take heat off of the criminals and to stow away the fillynapped victims in a place no one would expect." Ben suggested.

"We'll launch an investigation sometime around never," The mare stated blatantly. Ben groaned and looked at the mare, obviously bothered. "I know who you are, Sparkle, and I don't care if our top guard is your brother, you'll always be a filthy human who can't be trusted. You're probably the one behind the snatchings, so why would I trust you?"

"Because the mare at the ticket booth has been in there for nearly three days, it's been nearly two and a half days, and she hasn't left since because her legs were chained to the floor. I heard the sound of rattling chains, this theatre is a front. What kind of manager would enforce such a thing, to literally have their employees bound in chains while they work?!" Ben explained.

"Get some substantial proof, and maybe I'll consider it. Till then, just stay away from that theatre. We'll have guards stationed there to make sure nothing screwy happens. If we catch you there, however, you're gonna be in a world of hurt when we put you back in chains, you hairless ape." The mare threatened. As she walked away, Ben groaned and looked back at the theatre's location, wondering what might've been going on there.

Ben groaned and walked home, because regardless of what that mare had said, he was still gonna figure out what was going on.

[Unknown Cavern]

In a dark, damp and dripping cave, covered in some kind of red goo, one of the ponies working at the theatre, dressed in his usher uniform and wearing an apron over it has wheeled some kind of dish over to a large hole that lead into an unimaginably dark chasm. Before the pony could react, a strange, overgrown moss covered claw snatched the pony and the dish up and pulled them into the darkness.

The agonizing screams of the pony echoed out, but no pony could hear them... The dish was tossed out, showing a gourmet serving of vegetables with a buttery sauce on top. The only thing that remained of the pony was a black tie, now stained in red and some form of foamy bubbling spittle as a screeching hiss echoed out.

Author's Note

How's that for a sudden change?

I know it seems a little too soon for a time skip, but, you have every right to call me impatient. Part two is in the works already, so stay tuned.

A Hell Coming to the Homestead, Part 2

A Boy and his Watch
By TheAlienBrony22

A Hell Coming to the Homestead,
Part 2

[Canterlot, Sparkle Household.]

"Benjamin Sparkle, are you ready yet?!" Velvet called out, looking up the stairs. "Come on, I know you're a bit disappointed that you'll miss out on the movie, but that doesn't mean you have to mope! When you get down here, I wanna see a smile, young man!"

"Don't pop a blood vessel, mom, jeez! I'm coming down. Besides, a movie is not worth moping about. Sure, I'm a bit disappointed that I couldn't go to the premiere, but I can just go and see the regular viewing, it costs less." Ben called out. As he came down, he truly looked a lot like one of his numerous counterparts across the multiverse. He was dressed in his black t-shirt with the white stripe, a pair of comfortable faded blue jeans, black and white boots, and had a gray jacket with green sleeves and one white and black stripe on each sleeve. There was also a bright blue ten embroidered on the back. His wild and unkept hair was combed and even shined in the light. "Maybe I should count my blessings, Premieres can vary on if they go well or not, and Canterlot has a bad habit of getting really hissy."

"That's because your father taught you to never obsess over such basic things," Velvet said, dusting off a bit of dirt from Ben's jacket. "There, now don't you look handsome. Plus, I'd say you missed a chance at a blessing, premieres aside, this is a beautiful time of night to spend with someone, some say that you'll find that special somepony before you go off into the world of adulthood."

"Sounds to me like you watched way too many novellas, I'm not a hopeless romantic like Shining. What's everypony doing tonight, anyway?" Ben asked curiously, slumping into one of the chairs. "Haven't seen Shining, Spike or Twilight since I got home earlier."

"Well, Shining is working over time with the guard tonight, and Celestia is keeping Twilight and Spike in for some extra lessons." Velvet explained.

"That's all well and good, but where's Dad? Shouldn't he have gotten off work by now?" Ben asked.

"You know how he is, he's always working hard to provide for us. I'm doing the same, I clean other people's homes and bring home a substantial amount of bits." Velvet pulled out a few small full satchels of bits.

"Well, I was planning on going out to catch the normal viewing of the movie, just to give it a chance, but before I head out... can I ask you a question, Mom? This has been on my mind for a good few months." Ben asked with uncertainty.

"Of course, Benny! What is it?" Velvet asked, taking a seat as she looked at the human that sat across from her, the human she called her son for seven years. He took a deep breath and exhaled.

"Why did you want me to stop going on patrols? I know when you told me before, I was eleven, that made sense... but I'm almost a grown man, I think, and I can take care of myself... I want to help people, but it feels like with every time I want to get involved and do something great, I can't help but feel like you don't want me to do that. I know there are other ways to do something great, but I have a handle on my powers... I don't even know where they come from, I don't even know where I came from. I just remember waking up in a room, surrounded by ponies, and Twilight was helping me up, that's it up until everything else that followed afterwards." Ben explained. Velvet went silent, she had an answer, but she didn't seem to have the nerve to say it. "Tell me the truth, do you think I'm a bad guy, mom? Do you think I'm going to end up dead if I'm not careful, or become the next Nightmare Moon if I let my worries and doubts overtake me?"

"Of course not! Benjamin Sparkle, how can you think such a thing about your own mother?" Velvet asked, caught off guard by the assumptions.

"You haven't said anything, you aren't telling me something I probably need to know, of course I'm gonna make assumptions! What exactly aren't you telling me!?" Ben questioned. Velvet was metaphorically in a corner, she took a deep breath and prepared her answer.

"It's because you are a special boy. You clearly have some form of amnesia, and the royal doctors told us something at your last checkup. If it were to get worse, don't let you get into trouble when your memory comes back. I tried to make sure you didn't go out at night, to go on those patrols, I did it for you, your well-being. I know you've done good, even if it's posed a problem to others, and I couldn't be more proud for how selfless you are, but if your memories ever came back... I worried you wouldn't want to be apart of our family anymore," Velvet said. Ben was about to retort, but she kept going. "Ben, you being around has had an affect on my babies. Twilight never worked so hard to understand something like you or your watch, you gave Shining the motivation to join the guard when he found out what you were doing, I never saw him work so hard for something like that, and Spike, he looks up to you like a role model. He looks up to you like Twilight looks up to Celestia, I never saw such hope in his eyes before, and it was the most beautiful thing in the world. I was a little wrong to keep you from doing what you obviously do best, and you can take care of yourself."

Velvet wiped her eyes, feeling tears whell up as she walked up and hugged her son. Ben hugged her back as he got up and let her go. "You wanted to cry a little bit, didn't you Mom?" Ben asked with a small smile.

Velvet looked up at Ben, wiping her tears as she sniffled and smiled. "I'm proud of the man you became, I'm proud of what Twilight has achieved under Celestia's tutelage thus far, I'm proud of Shining wanting to make a difference, and I'm proud of Spike for looking to you for motivation... Go on, go see your movie, I'm gonna freshen up a little bit and take a nap."

Violet walked up the stairs as Ben grabbed the door's knob. "And one more thing, son, do me a favor, Ben... Whatever it is you plan to do tonight, be careful, and know that your mother will always support you." Velvet added as a door closed.

[Canterlot Castle]

Twilight yawns, as does Spike, who was about to fall asleep on the unicorn's back. Celestia walked forward and lifted the two in one of her legs, setting them down on her bed in her royal chambers, covering them up as she slowly returned to her throne.

'Her training is coming along wonderfully... soon enough, it'll be time to send her away, for her final assignment.' Celestia thought to herself, smiling.

Celestia's smile soon disappeared when the huge double doors in the throne room swung open as she arrived. In the doorway was an Earth Pony, one that managed to match Celestia in height. His coat was a blue-ish off-white, his mane was short, crewcut, colored in a shade of black that seemed to disintegrate any other color that touched its surface. The pony had bronze armor with a yellow sun in the center, and his cutie mark was a clock torn in half with a gray brain inside of it. The pony was blind, yet it could follow the movements of the pony in front of it.

"Captain Time Crunch, to what do I owe the pleasure?" Celestia asked.

"No pleasure, just the displeasure among my soldiers, Princess. They're in a discourse, it's chaotic. They've somehow got it in their empty brains that the human in Canterlot is going to raid a theatre, and by some twisted roll of the dice, they somehow got it in their heads that I was the one who started this nonsense, can you believe this bullocks?! While I never believed in the myths of humans before, this has become a problem. I need a proper solution, otherwise, I am to act accordingly and--" Before the Captain could finish talking, Celestia raised a hoof, and his words petered out.

"I see the issue still hasn't died down, hm? Well, I didn't want to do this, but my hoof has been forced by my own soldiers. How Ironic," Celestia said with dissatisfactory. "Captain, round up every single one of your soldiers, Colt and Mare, and bring me Shining Armor, as well as my niece, Mi Amore Cadenza... it's time to nip this in the bud and find out where the source of this treachery came from, once and for all. That's an order!" Celestia commanded.

The captain didn't even flinch at the use of the royal Canterlot voice, and just smirked as he saluted the princess. "Yes, your highness!! YOU LOT HEARD THE PRINCESS, GATHER EVERY SOLDIER WE HAVE AT THIS MOMENT, AND BRING THEM 'ERE, FRONT AND CENTER!!" The captain barked at several of the smaller guards. Several of the pegasus guards nodded and flocked downwards to Canterlot, preparing to round up soldiers. Most of the earth ponies on duty were already present.

Celestia was going to weed out the mole who started this treacherous line, even if it meant all of Canterlot would be unguarded for a temporary amount of time.

[Canterlot Theatre]

Ben walked over to the booth and saw there was a lack of ponies out tonight, not even a single guard was out. Ben figured he might've been off the hook, and tried to look for Trixie, until a guard without her helmet got the jump on him.

"Gotcha, you fillynapping freak of nature!! By order of the Canterlot Royal Guard, you're under arrest for the disappearances of several innocent ponies!" The mare exclaimed, struggling to subdue the human. Ben was trying to pull the mare off, but the mare was extremely persistent, if not stronger than she looked. Ben activated the Omnitrix and slammed it down.

In a flash of green light, the mare yelled out in pain as she let the human go, looking at her now very singed and moderately burned hooves, then back at the creature that stood in Ben's place.

The creature stood upright, it had small plumes of fire and smoke coming off of its rocky and very hot body. It burned bright in a golden blaze, the rocks on its body were cracked, but they also withstood the heat of the creature. the skull of the creature looked to be entirely made of the same rock, but it had a warped and monstrous look about it, almost like the face looked like that of a human skull, just chiseled out of rocks. The emblem rested on the creature's chest. This was the creature Ben called Starburner.

"Don't try to play with fire, little pony, you might just get burned." Starburner warned. He got a good look at the mare, a cream colored Earth Pony mare with red eyes and a dark indigo mane... and rockstar eyeliner? Strange makeup choices aside, her cutie mark was what actually stood out to him. There were Six magical talismans arranged in some kind of order, each one with a different symbol engraved onto it, but one of them was red, while the others were brown, and the engravings were glowing yellow.

For a moment, Starburner had felt something. Something told him that he should remember what those are, but he didn't want to focus on that right now, he had a job to do, and he looked at the mare cautiously.

"Now, listen up. I'm not working against you, I'm working with you. I have a process, my own way of doing the same job, getting the same results. I'm looking into the disappearances of ponies, and I think this theatre might just be the lead you, the guards and myself were missing. We can bicker amongst each other, or we can save lives tonight, what'll it be?" Starburner asked.

The mare grit her teeth and stood up, looking at the flaming creature, then back at the theatre. Was she really considering trusting this monster, if she wasted time fighting it, maybe more lives would be lost, but how does she know if this thing is really telling the truth?

"We'll go by code names, follow that simple premise, and I might be able to trust you. I'll be known as Magic Mare, you will be known as Charcoal Man. Deal?" The mare offered.

"And Shining thought my names were bad... Fine, now let's go save lives." 'Charcoal Man' stated. The two walked to the booth, seeing the chain that once held Trixie's legs in place, but the mare was nowhere to be seen.

"I should've selected Beelzebeast. At least I'd be able to track her scent and find her that way," 'Charcoal Man' remarked, glaring at the mare at his side. "If somepony wasn't insisting on trying to get a rather unpleasant piggy back ride."

"Semantics, semantics. Can't you just tap that stupid badge and change yourself into that wild mutt with no eyes, if you're gonna complain about it?" 'Magic Mare' regarded.

Ben didn't want to try that, because the watch seemed very finicky. It was sensitive, but it could take a lot of abuse, accidental or intentional, and not be left with so much as a scratch. He did want to find Trixie and the other missing ponies, and he knew he was gonna have to follow his own advice. Doing what's right, no matter what, even if it meant he breaks the thing that gives him his powers.

Starburner twisted the dial carefully as the badge several beeping noises. Soon enough, the badge popped up and Starburner pressed it back down, enveloping himself in another flash of green light. The mare covered her eyes, and soon enough, she uncovered them, now being face to face with Beelzebeast.

"There, aren'tcha glad you trusted me?" The mare remarked. The beast growled, looking rather displeased. Beelzebeast jumped through the protective glass of the booth, sniffing at the chain as he picked up on Trixie's scent. The mare watched as the beast did its thing, and rolled her eyes as a flicker of purple sparked momentarily in the whites of her eyes.

Beelzebeast got out of the booth and grabbed the mare, tossing her onto his back as he roared and stormed into the theatre. The doors flew off their hinges, and Beelzebeast was prepared to move through panicking ponies and/or aggressive ponies, but was rather disappointed... and rather disturbed.

There wasn't a single pony, bystander or hostile in the lobby. The snack machines that prepared popcorn, dispensed soda and such were still going, but there wasn't a pony in sight, just barely audible sounds of the movies that were playing, but even that didn't sound right, it didn't even put him at ease, it just... kept going.

"Movies are playing, the contraptions are still going, and not a single pony. There's strange, and then there's this. Ok, you overgrown mutt, I'm gonna look around for evidence that requires careful collecting, you try to see if there're any secrets." The mare stated, hopping off the canine as she trotted over to the counter. Beelzebeast took a long sniff of the air inside the building... he smelled something. Something that smelled like it didn't belong here.

Beelzebeast carefully followed the new scent, moving over towards a supply closet. The scent grew stronger, and it tied the alien's stomach in knots from how awful it smelled. It smelled like a crypt with way too many bodies inside, but that just confirmed Ben's suspicion. Somepony or some creature was killing ponies, and probably stashing them in the closet... but wouldn't have other ponies noticed the bad smell, or was it something Beelzebeast could only pick up on? The guard mare didn't seem to smell it, so it's possible this was something else, but it's not like he had a lot of proof.

As Magic Mare ran a hoof over every possible area from behind the counter, her eyes slowly flickered and glowed purple. She saw the remnants of some strange auras, auras that belonged to a wide variety of creatures. Creatures that weren't just ponies.

"Interesting... there's obviously a feeling of the three different types of ponies, but there's something else present, something foreign. This may be useful information for a full blown investigation, but I need another way of figuring out how to identify these auras individually without magic. After all, an earth pony with a knack for magic is bound to get somepony upset." the mare told herself.

Before the mare could reach out to one of the auras, a loud crack, and the sound of something crashing to the floor echoed out, snapping her out of whatever she was doing. She looked back to where Beelzebeast was, only to see the beast backing away from the closet. The door was on the ground, knocked off its hinges, and several withered ponies stamped out of the doorway.

They were ragged, worn out, frail, thin, they looked lifeless, but they had a crazed and wild look in their eyes. The obvious outlier about any of them, was that a few of them were dressed in usher uniforms. The ponies screamed out in a feral manner, and immediately ran forward as they planned to attack.

"Guess that confirms one theory, but now there's so many more that need deconstruction." The mare groaned. Her hooves glowed a bright purple color as she blasted a beam at some of the ponies, entrapping them in some kind of magic bind. "Ok, you overgrown dog, knock 'em my way, I'll make sure they stay put!"

Beelzebeast roared, swiping the ponies away towards the mare, who entrapped them in another bind. The ponies continued to squirm, growling and gnashing their teeth like a bunch of feral wolves with their backs to the wall. Beelzebeast tapped the badge, and in a flash of green light, Ghooligan took the beast's place. "What is with these ponies? They just burst out of nowhere, and I'm fairly sure that this many ponies can't fit in that one closet." Magic Mare stated.

"Probably because it may not be a supply closet," the spectre stated, slowly moving towards one of the mad ponies, then looking back at the magic earth pony. "Gimme a minute to try something, if I may."

The mare didn't know if this would be a good idea, but it's not like she had any other ideas, and she couldn't hold all of them forever. She cautiously nodded and the ghostly creature became transparent, phasing into the gnashing and maddened pony. Before anypony could be any wiser, The maddened pony stopped trying to escape, and its lifeless maddened eyes began to calm down, and glow a bright green color.

[Memorium]

Ghooligan soon looked around, finding himself in a dark and monstrous place. The walls patterned to look like that of a brain, but were now sprouting vile white roots that seemed to be decaying and warping the fleshy walls around him. He floated carefully through this strange location, only to soon find a locked up door that has been barricaded by the white roots.

He simply phased through the door, and looked on at the pony he possessed. It was a pegasus with a bright fuchsia coat and darker faded purple stripes across its body. it was caged up like a bird, and didn't seem to be in the best condition as white roots inch towards it, then mangling the poor pony. Ghooligan covered his mouth and his singular eye, yet he couldn't look away from the carnage. He felt his mind wander like it was being guided, he saw things in flashes, but nothing made concrete sense.

'Ectonurite... you are not welcome here... leave!' A strange voice called out. Before the ghostly hero could figure out where the voice was coming from, let alone who had such a voice, he found himself pushed out of the room and back where he manifested when he possessed the pony.

[Canterlot Theatre]

The mare could feel her power waning, until the spectre fled the mad pony's body, only for it to resume its animalistic mannerisms. The spectre looked at the pony. They were missing their wings, and the fuchsia color of their coat and their purple stripes seemed faded, washed out, and sullied. "Hey, did you find something out? I can probably keep these ponies here, but their binds won't last if I'm not constantly pouring magic to them." The mare called out.

Ghooligan grabbed the mare and picked her up, bringing her into the closet as they both see a wide descending staircase lined with torches. It was like an entryway for some kind of catacomb, and they both knew they had to go deeper if it meant they saved these poor souls.

"Just so you know, I think we're gonna be seriously hurt by the end of this," Magic Mare remarked, meeting the gaze of the ethereal creature. "But I'm confident that it'll only be a minor injury at best. We may not trust each other, I'm still a little on the fence, but I do think if we're gonna stop whatever this is... we have to work together."

"Dually noted. I never met an earth pony who could use magic though, at least in the way you have, but it's nice to know I have a little bit of backup this time." Ghooligan stated. The two ventured downwards into the strange catacombs, all while the mad ponies continued to struggle and squirm.

[Unknown Cavern]

"Rrgh!! Let me go!! Trixie just wanted a few extra bits, not to see some shoggoth abomination!! Let me go, I demand you!! Somepony, anypony! HELP!!!" Trixie called out in an anger induced panic. Two ponies in torn up usher uniforms dragged the mare along to the huge opening without another word. The mare was chained to the ground as the ponies backed away, a dulled and lifeless look in their eyes as Trixie gazed at the dark opening, thinking she sees something.

A shrill and devastated scream of terror echoes throughout the catacombs, but then slowly peters out.

Author's Note

Took a wee bit to get this chapter out, but boy am I glad to have finally gotten it out at all...

Just a couple more parts and an Epilogue to go before we start off Season 1.

And for those wondering how Ben is changing from form to form like this, as Magic Mare suggested for him to do, it's still draining the Omnitrix's energy reserves. Over time, the Omnitrix stopped relying on a time-out function and relied on an energy reserve to keep the user from de-transforming at the most inconvenient time.

Ben will be returning to normal and the Omnitrix is gonna be recharging for a little bit in the next chapter, but there are also a few other surprises too.

Stay tuned!

EDIT: Despite this being published on April 1st, I am trying to make Celestia a proper ruler, unlike how I portrayed her in one of my other stories... you can guess which one.

A Hell Coming to the Homestead, Part 3

A Boy and his Watch
By TheAlienBrony22

A Hell Coming to the Homestead,
Part 3

[Canterlot Castle]

The throne room was jam packed with several hundreds of soldiers, ranging from Pegasi, Bat Ponies, Earth Ponies and the Unicorns. Several of them were worried, others were impatient, and others were excited, thinking this may be an off the books promotional ceremony. Their moods and personal theories were dashed against the rocks when Captain Time Crunch, Shining Armor and Cadence stepped forward to face them. Each and every single guard felt a chill up their spine, and were considerably worried, especially with Celestia present.

"Soldiers, we all have our prejudices, some of us keep it to ourselves or find solace among their few comrades who feel the same. Some of us will plan to stage a coup behind our comrades' backs to make their own change with no regard for how it'll affect others around them. Then there's the rare few that actually believe there's a problem with one pony or creature, just because they're different," Shining Armor paced from one side to the other, looking at the guards who stood at attention. He was looking for a slip up among them. "Take it from me. I didn't initially have an easy time gaining two siblings of various different species, but over time, I got used to it. I treated them like they were truly my brothers, and I'd put my life on the line for them, like we do every day, or every time an attack on Canterlot comes our way. So it irks me to know that somepony among my ranks, among my comrades, is spreading misinformation. Whoever steps forward to admit to their prejudice will be punished fairly."

Not a single pony made a move. They were still, silent, and very, very aware of what the punishment would be. No one was willing to step forward, either out of risk of losing their position, being locked in the brig, or something worse than that.

"The pony who steps forward about starting the spread of misinformation will also be punished fairly, but to the rest of you who went along with this spread of misinformation, you will be cleaning up the barracks, the brig, the entire throne room, the whole castle for that matter, then you're going to write Celestia a three-page latter on what you've reflected on during your punishment. And training will be even harder and more grueling than before. Do I make myself clear?" Captain Time Crunch added. The ponies, again, made no attempt to move, and just looked like they saw the eyes of Tartarus for the first time in their lives. "I said... Do I make myself CLEAR to every single one of you hoof dragging, wing flapping, horn polishing, insomnia induced, drooling doofuses that I have the gall to call soldiers!" Captain Time Crunch bellowed out.

The soldiers saluted, signifying that they did now understand, though some of them were just trying to not burst into tears. "Good. Princess Celestia, you and your niece have the floor." The Captain stated with glee.

Shining and Time Crunch backed away, letting the pink pegasus and the Princess of the Sun take center stage. The soldiers kneeled and bowed in respect, as well as removing their helmets.

"My little ponies, I ask of you as your princess to point to the originator of the informant that has brought you all here tonight--"

"Uh, not everyone, your highness..." A voice called out. The guards dispersed, showing a single brown stallion in armor. "If all of the guards are supposed to be here, then we're missing one, if I may speak so, your majesty."

"Cadet Copper, who's missing from our little meeting, boy?" Captain Time Crunch asked.

"A mare with a cream colored coat, red eyes, and an indigo mane. She has six of these weird glowing magic things on her flank, I think it's her cutie mark. Though oddly enough, she's an Earth Pony," Copper stated. "Last I saw her, she was doing one last routine check around the theatre. She was supposed to come back and come straight here, but she hasn't shown up yet, sir."

Celestia seemed a bit worried, but Shining approached Copper. "What was this missing guard's name?"

"I... I don't know, she was always very reclusive, she didn't share a lot about herself, but I think she once referred to herself as... Mighty Mystic, or Lucky Mare, or something like that." Copper said with uncertainty.

The captain looked towards Shining, then back at Celestia. "Your orders, your highness?"

"We march to the theatre... I have a feeling that Ben will be there, as well. Cadenza, stay behind and make sure Twilight and Spike stay here, keep them out of harm's way," Cadence nodded and trotted off towards Celestia's chambers. "The rest of you, my brave and loyal soldiers, advance to the theatre. Immediately!" Celestia commanded.

the soldiers moved out in an orderly fashion with Time Crunch and Shining Armor leading the way. Celestia flew above her army, and looked up at the moon, seeing the mare shaped physique on its surface. She sighed and gritted her teeth as she followed her soldiers.

[Catacombs]

Magic Mare trotted along the murky and cold stone floor. In a flash of red light, Ghooligan was reverted back to Ben, though the watch seemed to emit a glow of a darker red shade than usual. Ben stayed close to the mare as she illuminated a bright purple ball that lit the way. Ben eyed the magic ball with curiosity, but for some odd reason he couldn't exactly place it from where he saw something like that.

Then his eyes drifted to the mare's cutie mark. He once again felt something coming to him, but it left him the moment he bumped into the mare. She had stopped moving. "What's the big deal, something up?" Ben asked.

Magic Mare held her leg up, enveloping it in a magic purple light, as were her eyes enveloped in the same purple light, then she remained still and silent. Ben looked up ahead, seeing more of those mad ponies in the shadows.

"They don't feel alive, yet they move like they're not dead. I'm getting a serious feeling that there's dark magic at work here. Someone's feeding on the innate magic of a pony, or pony-like creatures... or creatures with magic in general, and they seem to be turning their victims into these mindless, monstrous husks of who they used to be. We need to keep going, but my magic is still a little weak from holding all of those ponies back upstairs," Magic Mare looked back at Ben. "Do you have any tricks to pull out of your sleeves, or are you always relying on that watch?"

Ben groaned and backed up, grabbing one of the torches off the wall before stepping forward. He waved the flaming torch towards the ponies, who seemed to let out a hiss of discomfort as the bright burning flames got closer. They eventually ran past him and Magic Mare, trying to retreat into the darkness, only to stop at the rest of the burning torches. Ben thought for a moment and placed the torch on one of the nearby sconces, letting it rest there as it continuously burned. The ponies were now stuck between two flaming lights, and remained still in their small little space of darkness they seemed to crave.

"That's one less problem for us, they seem to hate the light, well, natural light. Light from lightbulbs or magic doesn't seem to ward them off, but fire and sunlight might just force them underground. Hopefully there'll be a way to fix this, that way these ponies can go home and be with their friends and families again." Ben said. The two kept on marching, descending further and further into the dark and unforgiving unknown.

[Ponyville, Sugarcube Corner.]

A few ponies walk outside and away from the building as three ponies stay inside, locking up and preparing for some kind of get together. Chiffon Swirl and Nightlight were setting up snacks on a coffee table, while a young, lanky and very excited yellow stallion helped out.

"Ooh, I gotta say, Nightlight, this is gonna be the best night ever! It's gonna be more extravagant than when Pinkie threw a congratulatory party for the Apple Family at their annual Rodeo hoedown reunions, and those are always a hoot!" Chiffon stated, giddy with excitement.

"Yeah, it'll be fun to know how my old school buddy was doin', and I get to meet one of his other friends, funny how things just work out, don't they?" The stallion chimed in.

Nightlight chuckled and took a sip of water. "Well, bringing my son here a few years ago really did wonders for him, but I think the life he has in Canterlot just lost its luster. Not just for him, but for me as well. I'd love to move down here in Ponyville, where it's just a bit more simple, and things are familiar, but I don't know if Velvet would be excited for it, it's just so hard to make a decision like that sometimes, you know? It's just really good to be back in Ponyville after so long." Nightlight explained.

"Oh I know the feeling, college was so isolating in Manehattan, I'm just glad I finally graduated and opened my store, otherwise I never woulda met Pear." Chiffon said with a chuckle.

"How is she, by the way? I'm not an expert on giving birth myself, but I can definitely imagine that after two kids, it'd be pretty painful. She seemed so winded, and out of it as of late." Nightlight asked with concern and worry,

"She's getting along fine, though let me tell ya, babysittin' is a difficult job. Poor Applebloom, that poor thing couldn't stay in or out my arms for a second without cryin' for her mama, good thing Granny Smith always knew how to handle children." Chiffon stated, sipping on a milkshake as she smiled.

Before another word could be uttered, the front door of the building was swung open with sheer force, breaking the lock on the door as a frenzied pink pony stood, shaking and jittering in a frenzied manner.

Chiffon carefully and cautiously approached the pony. "Pinkie, I told you to not break the locks this time. Now I have to get them fixed, again. Is something wrong?" Chiffon asked.

"I'm getting the combos again! I felt a chill go down my spine, then I felt like I was having a stroke, then my body felt very numb, and finally, I felt so exhausted, yet I felt so energized all at once! I don't know what that means, it was like trying to read a fifty page essay in cursive with OCD, when it's written in Old Ponish, for Celestia's sake!! It was such a strange feeling, it almost felt foreign, very alien, practically eldritch," Pinkie explained. "I think either Ben might be in trouble, or there's something that shouldn't be here!"

[Canterlot Theatre]

"In all the years I've spent alive and in rule... I never thought I'd see something like this ever again." Celestia grimaced.

Several of the maddened ponies had now looked to be in a worse condition than they were in before. A strange black goop has started to ooze from out of their bodies, only to then grow and graft itself onto the ponies it seemed to inhabit. Some of the ponies just got bigger and more aggressive, but some others seemed to mutate extra body parts like eyes, mouths, legs, ears, almost like these mutations served a purpose, a purpose that was unknown to any of the guards, or the princess that witnessed such grotesque happenings to innocent ponies.

Several of the guards tried to hide their fear and keep themselves from retching, but some of the other guards weren't as strong-willed, making a mess at their feet and trying to escape the theatre, only for Celestia to look at them, and they fell back into their original positions, obviously terrified.

Time Crunch was equally disturbed and sickened like the soldiers he commanded, but he seemed to feel the worst of it. After all, he was blind, but these creatures, these monsters that used to be ponies... he could see them. Their grotesque and mutated bodies that shuffled and trotted around aimlessly, he could see them all clear as day.

"By your orders, y-your highness... wh-what do we do first, m-ma'am??" one of the soldiers asked hesitantly.

"Fall back, that's what we do. Well, that's what I plan to do, because I'm not fighting that! There's a lot of things I'm willing to fight, but this, this is 'Dawn of the Trotting Dead' all over again! I'm not gonna become one of those things, no way in Tartarus! No way, and definitely no how! Forget this, I quit! I resign! Peace out, it's been fun, it's been an honor, but I want to live!" One of the soldiers frantically declared, tossing his helmet and his spear to the ground as he ran out of the theatre in a panic.

All the soldiers and Celestia watched as the stallion ran, running like the fires of Tartarus was catching up to him. "And when it came to fight or flight... he chose to fly, despite lacking wings. What a brave, and very cowardly stallion." One of the guards muttered.

Time Crunch marched forward, taking a deep breath and exhaling as he brought his eyes to the crowd of guards.

"Listen up you maggots, I'm not gonna lie to you. I'm terrified of these monsters too, some of us may die in this theatre, but we must do our duty, or Canterlot, and all of Equestria will fall to these tar covered lily-livered ninnies! Take it from me, you hoof dragging poor excuses for soldiers, I went blind in both eyes during the great Canterlot Cataclysm, but I didn't let that stop me from doing what I did best! I may be terrified like a little schoolgirl, quaking in my horseshoes that these monstrous mutations will tear me limb from limb till I'm nothing more than a red and mushy meat pile on this here red carpet, but I'm still willing to put my life on the line right here and right now, you know why? Because that's what Canterlot needs right now, a shield to push back the monsters that threaten to ruin our society, and our lives! ARE WE GONNA LET THEM RUIN EVERYTHING WE PONIES MADE!?"

"No, sir!!" A few of the guards stated.

"I didn't hear all of you, so I'll only repeat myself once, you mellow-minded miscreant maggots! ARE WE GONNA LET THEM TAKE CANTERLOT, THEN EQUESTRIA!?"

"NEGATORY, SIR!!" The crowd of guards stated.

"Then let's raise Tartarus under their disease-ridden hooves, boys and girls! If you need to leave this fight, then keep it to yourself, it's make your mamas proud time! FOR EQUESTRIA, Maggots!!" Time Crunch exclaimed.

The guards ran forward, spears and spells at the ready as maddened ponies ran their way. Celestia used her magic to pull Shining Armor to her side, seeming like she may have a plan.

"Shining, go find your brother, I'll help fend off these monstrous mutations." Celestia whispered, then charging forward with an angry scream, blasting the bigger and stronger mutant ponies back, keeping them at bay.

Shining looked towards the supply closet, seeing that it led downwards to some kind of Catacomb. He sighed and readied his best shield spell, enveloping himself in it as he charged forward, rushing down the stairs as he prepared to tear through any of the mutant ponies that were possibly still down there.

[Catacombs]

Ben and Magic Mare slowly walked through the hallway, noticing that despite the purple magic sphere providing a good source of light to keep venturing on, it was becoming very obvious to Ben that whatever kind of magic this mare was using, it wasn't like Unicorn magic at all. He never saw Unicorns use magic like how she was using it, but she was an Earth Pony... even so, Earth Ponies have a form of magic that ties back to the Earth and Nature, so why did it feel like this mare wasn't using any of that kind of magic?

"Hey, how are you doing all of that magic stuff, anyway? I'm just a little curious, you know?" Ben asked. The mare did not answer, she just kept focusing on the sphere floating in her hooves. Not before long, the two had finally entered a huge chamber, with one singular exit on the other far side of it. The chamber itself didn't seem like a chamber, but more like a holding block. Several scared, terrified and probably isolated ponies looked at the two new individuals.

"This is all kinds of--"

"Get out! You need to get out of here, this is a nightmare you don't want to be apart of! Whatever they promised you, you need to get out of here, all is lost down here!" A mare called out.

"Time to gtfo, lady, and strange monkey thing. Life is a Nightmare down here in these cells!" A stallion added.

"Go be with your families, we obviously can't! We're doomed!" An older mare stated.

"Messed up? Because judging by the cries of the damned coming from all around us, I'd say we're on the right track." Magic Mare stated.

Before the two could move on, a bright white flash of light illuminated everything. The ponies in the cells were already gone, covered in a black goo, mutated in a variety of horrendous ways. Their cells opened up, and the ponies yelled out in a feral manner, lunging from all possible sides at the two heroes.

The mare focused her magic, creating a shield around the two as the ponies tried to breach and make their move. the shield was definitely gonna hold, but the mare was struggling hard to keep it up. "Ok, now would be a good time to use that stupid watch now!" Magic Mare strained.

Ben twisted the dial and tried to get it to work, but it was only now returning to its usual red glow, signifying that it needed more power. "We'll have to improvise. I got an idea, give me your spear!" Ben stated.

Without a moment's notice, Magic Mare tossed a light golden spear into his hands, to which he then poked several holes into the shield with it. "What in Tartarus are you doing!?" She exclaimed, straining to keep the shield up. The ponies banged on the shield, cracking it slowly as Ben poked more holes into the shield.

Ben reached into his pockets and pulled out a couple tweezers, nicking a piece of the black goo off one of the ponies and containing it in a water bottle he had. Ben watched as the black goo drained the bottle of its clear liquidous contents, and saw it take on a more viscous and liquid like attribute to its being.

"This stuff is very good at adapting. If they get ahold of one of us, that'll be a definitive tide turning play. Good thing I have a plan, now that my theory about this stuff is confirmed," Ben tossed the bottle through one of the holes, watching as the black goo in the bottle bursts through and melds with one of the other mutant ponies. Ben pops the core up on the Omnitrix, nicking another piece of the goo, only this time, he jams it into the free space of the Omnitrix's core. "Time to hope I didn't just doom us all with this."

"What exactly did you just do?" the mare asked. Ben didn't respond, but the sound of the watch making some kind of whirring and beeping noise was apparent. The Omnitrix's hourglass formed into a DNA Helix and glowed yellow, spinning around on its own as the goo attempted to escape and overwhelm the device, only to then be entrapped within the device. The Omnitrix stopped spinning, and the Hourglass returned to its normal shape, now flashing green.

Ben twisted the dial and saw the icon he was looking for. Ben slammed on the core, enveloping the pink shield in a vibrant green light, causing the ponies to hiss and back off, allowing the mare to let the shield down. In Ben's place was a robust, chiseled and very angry diamond golem, fitted with a strange black suit with the bottom half being white. The watch's emblem was dead center on the chest of the creature. This was the form Ben called 'Gemstone'.

"I got another part to my idea, and it may just give us the edge we need. I need you to blast a beam of your magic at me when I say 'now'. You're gonna have to trust me on this, alright?" Gemstone stated. The mare looked around, seeing the mutant ponies starting to recover, and then hiss as they charged at the heroes.

Gemstone held his hands together, forming a huge crystal ball with a single opening. "Now! Fire a beam into the ball!" Gemstone signaled. The mare fired off a huge beam of purple magic into the ball, seeing it ricochet sporadically as it constantly emitted a light source as it refracted off of the crystals.

The ponies got closer and closer, until Gemstone grabbed the mare, pushing them both upwards on a diamond column before dropping the crystal sphere. As it crashes to the ground, several diamond shards and small magical bolts fire off in many directions, sending the mad ponies back upon their initial impact as Gemstone slowly lowered them back to solid ground.

Gemstone reached to turn back, until the sound of galloping hooves echoed from behind them. The mare readied her magic, and Gemstone formed his hands into blades, but he stood down as he saw Shining Armor come into view.

"Shining? What're you doing here!?" Gemstone asked, approaching the stallion. Before Shining could say a word, he was knocked back with a bolt of purple magic, generated by Magic Mare. "Hey, take a chill pill! That's my brother, you crazy lady!"

"Shut up with that family nonsense, you are not family, you never will be family, I was willing to tolerate you for this long, maybe even longer, but you can't clearly see the noticeable biological differe--"

"What does biology have to do with anything?" Gemstone interrupted. The mare's words stopped immediately, and she looked the golem in the eyes. "I'm not gonna rule out that maybe there's a biological connection, but I'm not gonna treat these ponies different because they took me in. I don't even know who, what, or where my old family is, and nothing seems to be coming to mind. As far as I'm concerned, I am Benjamin Sparkle, the only Human member of the Sparkle family. I didn't mean to cut you off, but I wanted to clarify."

The mare grit her teeth and smacked her forehead with her hoof repeatedly. She grumbled and mumbled something that Gemstone couldn't understand, but it's not like he cared about that. He walked over and helped Shining up to his hooves as he shook off the hit he took. "You okay, Shining? Took a direct hit from her."

"Yeah, I'll be fine... Good to see you, too. I see you got yourself in more trouble, so what is all of this, and why is it making ponies into monsters?" Shining asked.

"Good Question, I'll let you know when I figure out an answer. Right now, we could use a little help. What's her deal, though?" Gemstone gestured, pointing to the mare who was having a furiously silent fit.

"I couldn't even begin to tell you, but I think she might be the informant, the one who spread that rumor through the guard that you were to not be trusted. To that I say, I don't approve of someone calling my brother a hairless ape, or saying my brother isn't my brother." Shining stated.

The mare trotted over and shoved her helmet into Shining's hold, only so a magical glow could be emitted around her. The two brothers covered their eyes as the light blinded them. Before either of them could figure out what just happened, they both flinched as they saw what looked like a layer of the mare's coat and skin was just at her hooves in a small withering pile.

The mare herself looked completely different. Her body was now this black equestrian entity, standing as tall as Celestia herself, if not a couple feet shorter, radiating with a red magic aura, her eyes were white, like a never-ending void, and her mane flowed out in all directions, like bright magical tendrils. Her cutie mark remained the same, though.

"It's safe to say the guard was never my thing, my calling in life. I'm a magic user, but I'm not necessarily a gifted magic user. You called me Magic Mare, but that's not my real name, just a codename. Call me Venus Voider," The mare re-introduced, now towering over the two brothers. "And as for the rumor, that wasn't me. I could've easily rooted out the issue if it meant I'd meet with the human shapeshifter, but that would not have been the case. I had to let things play out, to get to my position, and without exposing my abilities. I'm still very much willing to assist you in stopping this filthy monstrous creature, if you're willing to keep trusting me."

"This is madness, I-I don't- I can't believe- how in the- where- a-and why- mmmph! Mmphh!" Shining felt a diamond bind form around his muzzle, signaling for the stallion to stop talking as Gemstone stared the strange mare in the eyes.

"... If we're gonna trust you, can you please return to your previous state? Just looking at you is hurting my eyes, you're way too bright," Venus complied and in a flash of light, she returned to her previous form, clad in royal armor, and taking her helmet back, covering her head with it. "Good. Now, I'm a little unsure of how I could try to trust you, but I'd like to get out of here and take a nap. It's been a long night, so are you willing to trust us, if we trust you?"

"Trust is a two-way street, Benjamin, one I don't dare to walk so dangerously. I promise to you both that you can trust me, and in return, I trust the both of you." Venus stated. Gemstone broke the bind on Shining's muzzle, and the three agreed to work together, marching forward to finally put an end to all of the madness that has occurred that night.

Author's Note

For those who don't know, I'm making specifically tailored custom Pinkie Sense combos.

This one (Chill down the Spine + the feeling of a Stroke + total body Numbness + Exhaustion + Sudden Energy recovery) speaks of, well... actions having unforeseen consequences.

Part four is coming eventually.

A Hell Coming to the Homestead, Part 4

A Boy and his Watch
By TheAlienBrony22

A Hell Coming to the Homestead,
Part 4

[Ponyville, Sweet Apple Acres.]

"So what yer tellin' me, miss Pie, is that you, my two eldest kin, and three other fillies made friends with that human feller that passed through here a few years back, and all of a sudden you have an inclinin' feeling that this feller you befriended is in danger, and want me to wake up my kids to tell them to go all the way to canterlot, just to save some city boy from some kind of monster that may be ready to cause chaos?" Bright Mac asked, the exhaustion and the sheer confusion in his voice was carried in his southern drawl as he stared at the frenzied and panicking pink pony at his doorstep.

"Eeyup! And I need them now more than ever! If there's one thing I don't want right now, it's a friend who can't fulfill their end of a Pinkie Promise, and I really can't wait that long to see him again, but I know that he needs help, he needs his friends! Please, mister Mac?" Pinkie asked with a pleading smile.

Before Bright Mac knew what his answer was, he was already heading upstairs to wake up his two older kids while Pinkie sat at the table, anxiously waiting.

Pinkie bounced down the road while an exhausted and well equipped Applejack and Big Mac trotted after her. Before the two could ask where she was going, considering they passed the train station, it was obvious that Pinkie was going towards a hot air balloon.

"Look, I need you two to get Fluttershy and Rarity, I'm going to go get Rainbow. We'll meet at the train station, then we go to Canterlot!" Pinkie proclaimed. Before Applejack or Big Mac could even fathom or argue about the situation, the hot air balloon was already high up in the air, and Pinkie was making serious headway for the rainbow maned mare.

"Ah consarn it... Okay, here's the plan. Ahm gonna go get Fluttershy, and you can go get Rarity. Meet back at the train station as soon as yah can!" Applejack stated.

"Eeyup." Mac responded. He fixed his new Fauxhawk mane style a bit and trotted off towards Rarity's place, while Applejack made her way to Fluttershy's.

[The lone Cottage]

As the night slowly went by for a sleeping yellow pegasus, there was a knock on the door that frightened her, but inevitably lead her to answer it. Once she opened it up, she saw Applejack, tired and exhausted as she wiped a bit of sweat from her brow.

"Fluttershy, ah don't mean ta interrupt you and your sleeping hours, but ah need your help. Ben might be in a lotta trouble right now, and Pinkie's wantin' all of us up right now so we can go tah Canterlot and help. Ah know I'm askin' a lot of yas, but can ya do a mare a solid and lend a hoof, please?" Applejack asked.

The yellow pegasus was very groggy and not all there at the moment, considering she was still waking up, but all she needed to hear was that a friend was in trouble, and who would she be if she didn't show a bit of kindness to a friend?

"I-I'll be right out. Just-" She yawned lightly as she tried to wake herself up. "Just let me feed Angel real quick and we can get going." Fluttershy mumbled quietly.

[A home among the Clouds]

"Pinkie, can you stop pulling me by my tail and tell me what's up already!?" Pinkie stopped a couple feet from the hot air balloon as she let Rainbow Dash go, the exhausted blue pegasus stretched her stiff body out as she looked unamused at the pink pony. "Jeez, Pinkie, I didn't think it was possible to get a rug burn from being dragged across clouds, but here I am, feeling a painful sensation on my torso. What is your problem!?"

"My problem!? Dash, Ben's in some serious trouble, and he needs us, his friends! Right now, Applejack and Big Mac are going to get Fluttershy and Rarity so we can go to Canterlot, I came after you for that same purpose!" Pinkie stated firmly.

"You're telling me the shapeshifting dude who survived death all that time ago, needs help? Sorry Pinkie, but there's a lot I'm willing to believe, but that's not one of those things. Come on, the dude fended off a small pack of timberwolves, and lived to tell the tale! No regular pony can do that, let alone successfully, so what makes you think I'm willing to believe that Ben needs my help, let alone OUR help right now-"

An unusual warbling and screeching sound echoed through the air, cutting Dash off from her rant. It was faint, but it was audible, and based on context clues, and the direction it came from, it definitely seemed like something was on its way, something ancient... something evil... something purely vile.

"Okay, fine, I'll lend a hoof, Pinkie." Dash gritted. Pinkie smiled as she and Dash made their way back down to Ponyville in the hot air balloon.

[Carousel Boutique]

"I must say, Mac, you look wonderful darling, and might I just say, the way your red coat just shines is just perfect. Oh, here I am rambling again. So, my hard-working companion, what is the reason for this early visit? I would assume it is important, non?" Rarity asked with an earnest smile on her face, sipping on a cup of tea.

"It's Ben, he might be in trouble, more trouble than I was in a few years ago. Everypony's gettin' together to go to Canterlot and help in any way they can. Ah know this isn't your expertise, but ah know Ben would do what he could to help get us outta trouble, it only makes sense to try an' do tha same for him. Please, Rarity?" Mac explained.

Rarity looked like she was thinking about her answer, then that warbled screeching sound echoed out. Rarity thought about it for a moment, and nodded her head. She grabbed a notebook and a pencil, writing down a note and setting it on the door as the two ponies quickly trotted off to the train station.

[Ponyville Train Station]

Pinkie and Dash waited patiently, but anxiously for the others, and soon after, Rarity, Mac, Applejack and Fluttershy were present.

"Ok darlings, let's make this quick. I do need to return to work at my parent's boutique in the morning, after all." Rarity stated, walking forth.

"Ok, but here's a question, who even has the bits to get six tickets for a ride to Canterlot, anyway?" Dash asked Pinkie.

"Somethin' tells me she didn' think that part all the way through. Either way, ah don' plan on wakin' up this early for nothin'. We're gettin' to Canterlot, one way or another." Applejack said.

"It's not that I didn't think about it, it's mainly the fact that I had that figured out ahead of time," Pinkie said with a smile, turning her head and waving. "Thank you again, Mr. Nightlight!"

The ponies looked over to see Nightlight, standing with an exhausted but enthusiastic Pear Butter holding a baby filly in her arms, Granny Smith and Bright Mac, while two other blue pegasi waved and cheered on Rainbow Dash, causing her to slump down in embarrassment. Chiffon Swirl and the yellow stallion by her side waved them off as well.

"You crazy kids better stay safe, and tell my son I said hi!" Nightlight called out.

"Ahh, our little Dashie's no wonderbolt yet, but she's gonna be a hero! I don't know which is better, but I'm so proud!!" The blue pegasus stallion cheered, wiping his tears.

"Ah guess while it isn't farm work, ah did teach those two to look out fer their own, so ah guess ah brought this on mahself then, heheh." Bright Mac said with a smile, tipping his hat.

As the ponies waved goodbye to the older ponies, the six of them got onto the train as it left for Canterlot.

[Unknown Cavern]

Gemstone, Venus and Shining walked carefully through the next hallway, finding that it spirals downward, leading to what looked like the epicenter, the core of this whole monstrous place.

What they hadn't expected was for there to be nopony else around. They walked right in to a huge chasm, a cavern that looked artificial. They heard a warbling gurgle, and immediately could tell they weren't alone. Two more of those mutant ponies trotted out from the shadows as they pushed a unicorn towards the heroes.

It was Trixie, but something was clearly wrong with her. She didn't look like the other ponies, but she seemed to be fighting off whatever this was, even if it was just her delaying the inevitable. Her legs buckled, probably weak from not moving much and being locked in one single closed space for a few days. She coughed and sputtered, spitting up that black goo as the two ponies backed away into the shadows.

"Yeesh, she doesn't look too good. We gotta help her." Shining said.

"No, it's too late. Her body is failing, her life energy is waning. Even if one were to purge every last atom of that sludge from her body, she'd still die from natural causes. We need to face the creature behind this." Venus countered.

"I won't let a clearly living pony be turned into one of those monsters, I'm not sure what you are, where you came from, or why you're even here, but I'm going to do my job," Shining turned towards the diamond golem, who looked melancholic. "Ben, help me out here!"

"Don't waste your energy and effort on her, she's too far in to have a chance at surviving this," Venus turned to see the melancholic hero. "She's at death's door step, Benjamin, let her have some solace in knowing she won't have to suffer like others have already."

"P-Plrk! P-Please... h-help me..." Trixie whimpered weakly, trying to reach a hoof out, only to slowly fall unconscious.

Ben was at a massive fork in the road. Either help Shining, kill Trixie, or let her turn and deal with the monster behind this whole nightmare. Gemstone sighed, tapped the badge, and in a flash of red light, reverted back to Ben. He kneeled down and held Trixie's hoof, and he reminisced on the one thing that pushed him to do more with his powers.

He remembered when he failed to save that stallion in time, and it just made him feel like it didn't matter, like he couldn't change that in the future. Then he reminisced about when Mac was trapped in a hole, surrounded by timberwolves. He put his own life on the line for someone he barely even knew, but the difference was that Ben was determined to make sure he didn't make that mistake again. He looked at Trixie, seeing the pain and agony she was in, it just made him remember why he wasn't going to give up.

Ben didn't know what to do for her, but he was willing to try anything. Anything would do right now.

"Omnitrix has detected Critical levels of Genetic Damage. Shall we attempt to repair?" A new voice chirped out.

The three heroes looked towards where the voice had come from, and for a moment, Ben thought he was hearing things, until it spoke out again.

"Omnitrix has detected Critical levels of Genetic Damage. Shall we attempt to repair?"

[The Last Train to Canterlot]

The train chugged along, several ponies were onboard, but the six ponies among them were really hoping to get there soon. Dash, Pinkie and Applejack discussed a private plan while Rarity and Fluttershy both fell asleep in their seats. Mac was polishing a woodcutter's axe that he brought along with him. He wasn't gonna rely on brute force alone, he needed to channel that strength through a viable weapon.

He looked at his reflection in the axe's blade, and he look determined. "Don't you worry, partner, we're on our way." Mac whispered, putting the axe back where he had it.

[Unknown Cavern]

"You can talk? You could talk, this whole time!?" Ben yelled in shock.

Ben looked at the device that flashed between green and yellow, all while repeating the same phrase and question, almost like it was expecting an answer.

"Omnitrix has detected Critical levels of Genetic Damage. Shall we attempt to repair?" It stated.

"What does that thing mean by 'Repair'? Is it actually gonna fix her, or...?" Shining asked, not wanting to tread that line of saying that she might die.

"It doesn't matter, we need that device right now. Ben, forget about the unicorn, it'll be right there when we're done, you can worry about it later," She turned around to face them. "Right now, we have a much bigger problem to deal with."

"Both of you, just stop! Shut it for like a second, and let me think!" Ben yelled.

A warbling and gurgled screech rings out, several black and slimy tendrils slowly creep out from the dark opening as several huge white eyes open up and look down at the individuals who are within its domain.

"Bro, we're running out of time, what is there to think about? We need to do something about this mess, but if that watch is saying it can fix her, undo whatever this is, we need to take that chance. We're too deep in this place, every soldier we have in the guard is fighting off those mad ponies back up top, even Celestia is getting in on that fight, and we're low on able hands right now. I'm willing to let you make this choice on your own, but make it now!" Shining exclaimed.

He turned around, facing a couple of the tendrils and firing off a few magic blasts to hold them off, but his magic didn't seem to have an effect. Venus bound some of the tendrils together, but they just kept squirming out of her grip. "Benjamin, help us even the odds and fight with us!!"

"No Ben, save her life, then help us! We need all the help we can get!" Shining countered.

Ben didn't know what to do, but maybe this watch knew what to do. It called itself the 'Omnitrix'. That was a familiar word, and for a moment, Ben seemed to know what to do.

"Yes, please! Repair her, fix her, save her!" Ben responded quickly. The Omnitrix chirped and beeped, cycling to an icon of a unicorn. The Omnitrix enveloped the whole cavern in a bright green light as the creature roared out in apprehension, retreating into the darkness it was dwelling in.

[Within the Omnitrix itself]

Ben's eyes fluttered open, finding himself floating in some kind of huge green void with black bubbles floating around.

"Woah... this is insane," Ben looked forward, grimacing. "But I know what I gotta do, now."

Ben floated forward, seeing a huge unconscious Trixie, now looking more like the infected and mutated ponies. Ben got up close and saw a huge glob of that black goo constantly growing from her head, and proceeded to confidently grab a whole handful of it. Soon enough, the goo started to overwhelm Ben. He tried to hit the watch, but the goo had covered it up. He could feel the goo seeping into his skin as he struggled to get away. The goo began to fill his lungs, he couldn't breathe.

Ben was soon enveloped within the goo, until a flash of green light enveloped everything.

Ben's eyes snapped open, seeing a huge puddle of that black goo now being dormant and harmless on the ground. He flicked the goo off of his hands and looked at Trixie. She shuddered as she carefully found her footing and held onto Ben to keep herself steady.

"Better late... than never... T-Thank you..." Trixie weakly uttered.

Ben held the Unicorn in his arms and carried her over to the cavern's entrance. "Trixie, stay right there. As soon as we're done here, I'll treat you to a good home cooked meal, my treat."

"W-What?! You're gonna let me stay right here on my own?! B-But I can't stay down here! What are you even gonna do against that thing?" Trixie asked, baffled by how Ben was willingly walking back towards the beast that was causing so much trouble.

Ben looked back towards Trixie, gave her a smile and a thumbs up. "I'll do what I was always meant to do with my life. Be a Hero. And despite how my watch can't tell time, you know what time it is, Trixie?" Ben asked.

Trixie raised an eyebrow and just saw his smile turn to a smirk. "It's Hero Time."

[Canterlot]

The six ponies trotted off the train as soon as it came to a stop, bolting past many other ponies as they saw smoke and fire off in the distance. "That's gotta be where Ben is, Dash, get ahead of us and see what we're dealin' with!" Applejack stated.

"Don't think you can give me orders, AJ, but can do!" Dash flew upwards and towards the smoke. She couldn't believe her eyes at the sight she was seeing.

She saw several guards fending off what looked like zombies covered in a black goo, and she saw Celestia fighting back against them. Dash was excited, but at the same time worried when a thought came to her. If Pinkie said Ben needed help, and Celestia's involved too, just how bad is this whole situation?

Dash flew back down and got in front of the five other ponies. "Not gonna lie, we're facing the literal trotting dead. Full on zombies, everypony, no joke. Celestia's getting involved, too. Who has a plan with getting inside the theatre without facing the zombies?" Dash asked.

"Just leave it to good ole' Pinkie, but we may want to help out with saving Canterlot from the zombies too. Who's gonna be the--" Pinkie was cut off by Mac, charging towards the theatre with an axe in his mouth.

"Leave it to mah brother to charge in with no plan. Ah'll keep an eye on him, you girls need tah get to Ben, ASAP! Ah'll see ya'll on the other side!" Applejack stated, trotting after Mac.

Pinkie stretched the front of her mane out, only for it to whirl and act like a drill. No one knew how she could do that, but they decided to go with it as Pinkie drilled through the ground, and the others followed.

[Unknown Cavern]

Ben ran to Shining's side, and in a flash of green light, was replaced by Fourest Fighter. He grabbed the tendrils and pulled them hard, tearing them off as he chucked them back at the monster in the dark. In another flash of light, Fourest Fighter was replaced by a Dragon, who spewed flames onto another set of tendrils that Venus was holding off, sending them back into the darkness as the monster reeled and screeched in dissatisfaction.

"Shining, you need to get Trixie out of here, bring her back to the house, I'll take care of this on my own. Venus, it's time to bounce and follow Shining. This big black mass wants out? I'm gonna make it want to never leave, or hurt anypony else again!" The dragon stated firmly.

In another flash, A huge overgrown bug replaced the dragon. This big bug was known simply as Skunksquito, and the bug flittered upward, shooting and firing gunk at the creature, causing the creature discomfort.

Shining watched as his brother changed forms constantly. Venus looked to the stallion, then back at Ben. The both of them decided to move out. Trixie was carried out by Venus while Shining put his guard training to use, casting another shield spell on himself and battered through the monstrous ponies that got in his way.

Ben changed from Skunksquito to Ghooligan, slicing and throwing the tendrils back. Ben changed from Ghooligan to Starburner, unleashing a barrage of fireballs and few flamethrowers at the beast directly, listening to it roar and screech as it retreated more, while still staying on the attack. Starburner changed into Beelzebeast as he physically tore and mauled the tendrils wildly, yet the beast refused to back down.

Beelzebeast changed into a black gooey golem with green patterns all over it. Ben called this one Cyberpunk. Due to the lack of actual technology to use, Cyberpunk resorted to his secondary ability, firing a green laser from his singular eye, lacerating and burning off a few more tendrils.

Cyberpunk changed into A bipedal fish monster with attributes coming from an angler fish, a piranha and a shark. Ben simply called this one, Halibite. He knew he wouldn't last long without water, so he fired a few light blasts from his angler antenna, then getting up close to bite and tear off tendrils. Halibite then transformed into his Unicorn form. He charged up his horn and blasted several large magic bolts at the creature and its tendrils.

In another flash of light, Ben transformed into a slim and sleek blue raptor-like creature with a black suit over it, with a white stripe in the middle. Ben didn't have a name for this one, but Spike called this one Speed Demon. How appropriate. Speed Demon rushed up the walls, using its claws to slice up and eviscerate the tendrils.

In one more flash of light, Ben transformed into his smartest transformation, a wise whisker-faced amphibian, dressed in some kind of white and black scholarly robe with the badge being on its back. Ben had no name for this one, but Twilight decided to call it Smart Toad. Charming.

"Let's see, this shoggoth-like creature seems to be very intent on invading other creature's minds and bodies like a virus, but from what I've experienced, enough light will blind this creature. Something I won't be able to do after this last transformation, using Starburner like that could possibly overload or overwhelm this watch's functions, it could take me nearly years to figure out how to properly work around that... hold on a moment, something's coming back to me," Smart Toad closed his eyes and rubbed his temple as the tendrils began to close in. "Aha! of course, why didn't I make this realization before? I wasn't able to originally become a Unicorn or a Dragon, but after Twilight and Spike came into contact with the device, I must've somehow scanned or sampled their DNA. I managed to get a sample of this shoggoth abomination not too long ago, so I should be able to access this creature's abilities!"

Smart Toad reached around and twisted the dial a few ways, before popping the core up and pulling it back down, letting another flash of green light shine out into the room.

In Smart Toad's place was some kind of creature, but it looked nothing like the shoggoth that was trying to kill him.

The creature seemed to resemble that of a slug, but also resembled a rolypoly. The creature had slime oozing from its body, a sickly green slime. The creature itself was armored in some kind of orange shell, segmented into parts as it also seemed to be wearing a pair of black pants. It had a huge pair of hands, a huge mouth with sharp teeth and big green eyes. The watch's emblem was firmly planted on the creature's left shoulder, or rather, it was on the shell that covered the left shoulder.

"Oh come on, I actually wanted to stand a chance, what's this big thing supposed to do?" The creature wondered.

Before anything else could happen, the ground above Ben gave way, and Ben instinctually tucked and rolled out of the way, only to see Rainbow Dash and Fluttershy carrying Pinkie and Rarity.

"Pinkie darling, promise me you'll never drill into the ground again, especially when I am around, so much dirt is in my mane..." Rarity whined.

[Canterlot Streets]

Shining and Venus burst through the ponies and saw Celestia and Time Crunch fending off the monstrous ponies. He also saw two other ponies, one being an orange mare and the other was a much bigger and physically capable red stallion with an axe.

"Venus, you're still apart of the guard, and I still outrank you, so I'm gonna give you an order, and I want you to follow it exactly. Go take Trixie back to my parents' place, tell them you're with me and Ben, ask them to look after her, and come back to help me fend these monsters off. We need to get Ben more time, do I make myself clear?" Shining ordered.

"Yessir, I'll be back before you know it." Venus said, rushing off in one direction.

Shining rushed over and buck kicked one of the former soldiers away from Celestia. "Your highness, are you alright?" Shining asked.

Celestia smirked and stretched her wings out, leering confidently at the monstrous ponies. "Tis' but a scratch, my little pony. What's the status on your brother, and what was that pony you were with?"

Shining sighed, buck kicking another pony away. "It's a long story that's way too complicated, but to make it short, they're here to help. Ben is currently fighting the source of the goo that's making these ponies into monsters on his own, he wanted us to get out of there in case something happened. What are these things, your highness?"

Celestia sighed. "They're Eldritch Parasites, a race of dark, heartless body invaders that assimilate any creature into its mass to feel whole, when it'll never truly be whole. I encountered these creatures once, it was a dreadful and horrible day. I thought I had banished every single one, but I knew better to think one wouldn't try to escape and try to seek revenge," Celestia brought Time Crunch and the two new ponies close, creating a golden shield around them. "I just wish I could've helped the ponies that were afflicted so long ago."

"We might be able to, your highness. I saw one of the ponies, a recently turned one down below, that watch Ben has. It fixed her, it cured her. I don't know exactly how it did, but if we were to try and stop the monster itself, maybe Ben could cure every single pony that was affected afterwards." Shining stated.

Celestia wondered if Shining's words held any real weight, but before anything else could be deliberated, red energy entrapped and bounded the monstrous ponies. Venus had returned, like she was ordered, only now Trixie was by her side, sporting a star patterned cape and magician's hat.

"I thought you took her back, like I ordered!" Shining said.

"I did, but there was a complication. She woke up, and now she hungers for revenge. I think she's still in a bit of shock, so she may not be aware exactly of what's going on, but she's still willing to lend a hoof. Please tell me we have a concrete plan this time?" Venus asked.

"Wait, these gunk covered ponies are being added to some other monster?" Celestia nodded worriedly. Applejack bit her lip. "Oh Apples..."

[Cavern of the Eldritch]

Ben rolled and swerved, leaving behind a slime trail as he traversed the walls with ease, but he wasn't doing anything to this freaky monster. Dash and Fluttershy were trying to stop the creature in their own way, but that wasn't working and it was almost getting them killed. Pinkie and Rarity seemed to be following Ben's lead, attacking the beast and the tendrils it produced. While it slowed it down, it wasn't helping anything either, it was just delaying the inevitable. The ponies and the strange bug slug retreated to the entrance to try and rethink their strategy.

"This is hopeless, this is the only alien I haven't tried yet, and I don't know what this thing does. By the time I turn back to my normal form, I'm not gonna be able to transform for another few days after that constant plan of changing forms on the fly. Really drains this thing like you wouldn't believe," Ben unrolled and looked at the ponies. "Also, what in Celestia's name are you girls doing here?! It's chaos down here, and it's probably not that much better up top."

"Well first of all, your dad says hi. Second of all, I had a feeling you were in trouble, so I gathered our friends and we came here to help you! I just wish we knew what were dealing with." Pinkie explained.

"I appreciate the gesture, really, but this is a dangerous fight. This isn't like what happened with the timberwolves, it's not just one pony's life on the line... it's all of Equestria that's on the line. Look, I know it's crazy, but I really don't want to see you girls end up like how so many other ponies ended up, oozing a black goo and becoming mindless monsters. I got one more idea up my sleeve, but you girls gotta high tail it out of here, okay?" The girls looked at each other, then back at the creature. "Don't worry about me, it's gonna take a lot more than some overgrown O&O Final Boss to take me down. Now go!"

The slug bug rolled back towards the monster, and in a flash of red light, Ben returned to normal, letting the monster reach for him, lifting him up in one of its tendrils as the ponies made their way through the Catacombs, dodging and weaving past the mutant ponies as Ben saw the beast open its ginormous set of jaws.

"Hope you're hungry, freakazoid, because I'm gonna show you what happens when you mess with my friends and my family! Bottoms up, you gangly goo factory!" Ben exclaimed, falling into the jaws of the beast.

[Outside the Canterlot Theatre]

Dash dashes through one of the unopened doors, breaking it down and launching it towards one of the mutant ponies, knocking it to the ground as it lays unconscious. Celestia and Shining are keeping their shield spells up, but the mutant ponies are really trying to break through it.

"Ok, this is the final stand, girls! Let's show these freaky hoof draggers whose boss!" Dash proclaimed.

The ground rumbles. Canterlot can feel something shaking the ground beneath them. Before anypony could realize what was happening, a huge explosion of green light shot outward, enveloping the whole entire planet, spreading far, wide and spreading fast. The mutant ponies caught in the blast were returned to normal, but completely unaware of what exactly occurred. The theatre was blown to bits, a few small pieces of what initially looked like debris was sent flying from the explosion, and those that weren't infected or under the control of that monster down below were practically fine. The theatre rooms revealed no pony actually watching movies, they were recorded and set up to sell a lie.

"Woah... I think Ben really pushed it, but hey, I think all of Equestria is saved now, right?" Pinkie asked.

Celestia and Shining let the shield down and looked downward at the huge hole that let to the cavern. Ben was just barely visible, but he was out cold, and the Omnitrix was emitting a shade of red so dark, it's gonna take far longer for it to recharge. There wasn't a single sign of the creature anywhere, but the night was won. No one was really sure what exactly Ben did down there when Dash, Flutters, Pinkie and Rarity went back up, but a bunch of cured ponies came out of the catacombs, each one unsure of what exactly was going on.

But to Celestia, one thing was for sure. Celestia may have never taken Ben on as a student, that position was happily filled by Twilight... but Celestia always had a plan for everything, and her plan for Ben, was shattered to pieces, reduced to dust, and burned to atoms.

[???]

"What in the Multiverse was that horrendous creature!? Are you trying to break yourself out or are you doing this at my expense!?"

"Oh come now, Paradox, this wasn't my doing. There's only so much I can do in stone, besides, while in stone, you forget, my limit is Ponyville. No further, and of course, no closer."

"Shenanigans, you foul atrocity against nature and order!"

"Please, I've never Shenanid once, how can I Shenan-again?"

"You're a horrible comedian, your jokes are just as tasteless and as dull as your chaotic capabilities!"

"Please, don't insult the writer like that, he tries his best, even if he seriously needs to sleep."

"RRgh!! I will get Benjamin Tennyson to come forth from the damning slumber that is Amnesia, and you won't be able to stop me!"

"And it seems we really have a role reversal, gents, ladies and those of you in-between. Well, Professor How, Where and sometimes Why, I've had enough of our conversation for now, so... scram!"

Paradox vanishes in a snap of his fingers while Discord summons a TV, a comfy recliner, a bag of fresh popcorn and some hot cocoa.

"I hope you fine readers weren't planning on staying, I only have so much food I can prepare in here. But, I am willing to let you all stay for a while, after all, Season One is on it's waaay!~" The draconequus said in a singsong tone. "In any case, stick around for the Epilogue if you so wish, I usually just skip them, it's just after filler."

Author's Note

What the hell- That wide bit of empty space is there again! Just when I thought I had fixed it, for the love of...

Anyways, I hope you all enjoyed this part, because the Epilogue is coming up, and it's gonna try to fill in the blanks of what exactly happens at the end. Where one character goes, what happens to another, that sort of thing.

Also, feel free to comment down name ideas for the Unicorn and Dragon Transformations. I have a name in mind for what this other new alien is, so dw about that.

A Hell Coming to the Homestead, Epilogue

A Boy and his Watch
By TheAlienBrony22

A Hell Coming to the Homestead,
Epilogue.

Shining and Mac carefully carried Ben's unconscious body through Canterlot, bringing him inside the Canterlot Hospital. Celestia, Twilight, Spike, Trixie, Venus, the girls, Velvet, Nightlight and Cadence watched as Ben's unconscious body was set onto a gurney and wheeled into the examination room. Things weren't looking good, and Velvet was feeling very protective right now, squeezing Twilight in a hug as she tried not to burst into tears.

"So, you four, you somehow got down there when none of us saw you go through the entrance, and thus, you were the last normal ponies to see what was on down there... What exactly happened down there?" Venus asked.

"We honestly have no idea. Ben told us to get out of there, he stayed behind, and well, for all I know, he pulled out some super secret awesome technique that showed that black gooey mass what for!" Dash theorized.

Venus's eyes glowed red, and soon enough, so did Dash's. She stopped moving, and the two mares stayed like that for a good moment. When both of their eyes returned to normal, Venus sighed and slapped the mare. "That's for lying to a guard. I can't believe that moron just sacrificed himself like that... What was his plan exactly, and how did it work?"

Celestia walked over to Venus, observing the mare curiously. "I've never seen an Earth Pony use magic like this before, pray tell, where did you come from, my little pony?"

"That's not important, right now. What's important is figuring out if that doofus is gonna pull through. I've seen and done some reckless things in my time, but nothing I have done or seen comes close to how that moron probably got himself killed! He willingly let himself go into the jaws of the beast!" Venus wondered, getting frustrated at how this one human, the only human to be seen at all, was probably going to die in that room, and he was gonna die a hero.

"He's not going to die! He's stronger than that, he just pushed himself too hard, he's probably just exhausted! He- H-He's not going to die!" Velvet's voice cracked as tears welled up in her eyes. Nightlight held Velvet in his embrace as Twilight wiggled free, holding Spike in hers.

What soon followed sent shivers up everypony's spines. Screams, muffled screams and whinnies echoed out behind the doors, all while a green light was flashing. The doors swung open as several doctors and nurses clamored to the side, terrified. A set of footsteps echoed from the opened doors. From the door way slumped Ben's body, which then collapsed to the floor, slowly crawling.

"Yo, a little help here? I can't seem to feel my legs. Oh dear Celestia, this hurts." Ben grunted.

"Ben!!" Twilight immediately rushed to the human's side, and for a second time, Celestia smiled, feeling a sense of deja vu run through her, seeing Twilight help the human up. It reminded her of a much simpler time.

"You deranged doofus, what were you doing tonight!? Do you know how worried all of us were!" Twilight berated, hugging the human tightly as he tried to use her for support to stand up.

"I was doing what I was best at... I finally get it. I know why I have these powers, now. It's my calling in life, it's to help people, to do what's right, to do the things no one else can or will do... to be a hero!" Ben explained, feeling like he finally had a realization.

The ponies cheered, Ben was pulled into a swift group hug with the ponies from Ponyville.

"I don't understand, though. How are you alive?" Venus asked.

"That, I actually don't know. I remember seeing a bright light, I was going towards it, but the next thing I know, there's a light behind me. It's glowing green, and for some reason, I knew I had to go to the green light. Before I knew it, I heard screaming and whinnies, and I could barely feel my legs long enough to get to the door way." Ben explained nonchalantly. He didn't actually know what happened, but that was probably the best description he could come up with.

"Well, you sure gave us quite the scare, young man! Don't you ever scare your mother like that again!" Velvet stated sternly, hugging Ben tightly.

"Speaking of which, was everything fixed? I don't wanna go back out there, just to see a horde waiting for me." Ben said with a chuckle.

"Everything was fixed. I'm not sure how you did it, Benjamin, but somehow, you managed to cure those who were blighted by the Eldritch Parasite. I'm, needless to say, very impressed, and very much intrigued with your continued development, Mister Sparkle." Celestia reassured with a smile.

Ben looked at the Omnitrix, seeing it glow a real dark red. "I'm not gonna be transforming again anytime soon, huh?" Ben chuckled. "Good, I'd like to take one more break from the transforming for a while."

"Well, you do that. I'm going to go pack my things and leave, Canterlot is just too chaotic for this showmare! The Great and Powerful Trixie will make a comeback, and I have Ben to thank for not just saving Trixie's great and powerful life, but also renewing her passion for showmareship." Trixie stated, tipping her hat as she trotted out of the hospital.

[Out of Time, Space, and Reality]

"Another break?! Does he not know of the dangers that await him?! His Amnesia is really becoming a problem, much like a re-occurring inconvenience... I may have to interfere. But how do I do that without that Draconiq- D-Dragoneq- Draconequus, from interfering..."

Author's Note

So, we finally wrap up this.

Season 1, this is gonna be interesting.

Warning! 2 year timeskip inbound.

Friendship is Galactic, Part 1

A Boy and his Watch
By TheAlienBrony22

Friendship is Galactic,
Part 1

[Outside the Sparkle Residence; 3 days before the Summer Sun Celebration]

Ben held a duffle bag, packed with some of his favorite things, his prized possessions, and fresh clothes. Nightlight and Velvet smiled as they hugged their son one more time as a bus pulled up. "En route to Ponyville, no stops from here on out till the final destination, all aboard?" The bus driver announced.

"You guys gonna be okay?" Ben asked.

"Of course, we've been through tougher stuff, son." Nightlight said with a smile.

"Just make sure you don't get into too much trouble, understand me, Benjamin?" Velvet asked.

Ben smiled and shrugged his shoulders before hugging Velvet again. "I promise I won't get into too much trouble... unless I have to. Anyways, I better get going, a little birdie told me I'm supposed to expect something at Ponyville once I get there." Ben said.

He waved to his parents as he hopped on the bus and took his seat, holding his duffle bag close to him. He was really anxious about actually moving out, but it was gonna be good for him to have some independence.

[Ponyville, Sweet Apple Acres]

"C'mon now, let's keep goin'! We've only got a few more days till the celebration, y'all!" Applejack called out. Several other ponies of various sizes nodded as they kept collecting apples from the apple trees. One of these ponies, a yellow stallion with orange hair, dressed in more traditional western wear, trots up to Applejack, looking exhausted.

"Applejack, I appreciate that I can help out a bit more for the Summer Sun Celebration, but ah can't really believe that every single member of the apple family, sans the ones in Ponyville, aren't gonna be able to make it. Sure, we're helpin' a lot with preparations, but there's just-"

"Braeburn, shut yer trap and listen. If a few members have to miss the celebration, that's fine, they're still family, nothin's gonna change that. So stop yer worryin' and yer bellyachin', otherwise you can go back to APPLELOOSA." Applejack interrupted. Braeburn nodded and went off to take a short break, all the while she tipped the Stetson hat on her head and sighed. "Ya just had to up and jump tha gun, didn't ya pops. look where that gotcha."

[Town Hall]

"Remember Pinkie, keep it on theme! Suns, Moons and Stars everywhere, please!" A pony called out, adjusting their glasses as they exited the Town Hall. Pinkie was steadily hanging up several decorations, each one correlating to a specific time of day.

"Okie Dokie Lokie, Miss Mayor! Hmm, let's see... Oh! Silly me," Pinkie reached into her poofy mane and pulled out a green six-sided star, stuck it to the wall and surrounded it with three smaller white sparkles, and three slightly bigger pink sparkles. "All done! Now with that out of the way, I can go and greet Benny! It pays to be a good party planner!"

The peppy pink party pony sped off in a flash, anxious and excited to see one of her friends again. All the while, a couple guards keep an eye on the place.

Pinkie found her way to a bus stop, and began to wait patiently. A couple hours of waiting later, the bus pulls in as Ben pays for the bus fare and hops off. He looks around at Ponyville, and at the jittering smiling pink pony in front of him. He couldn't help but smile himself.

"Hey Pinkie, thanks again for meeting me. It's gonna be good to finally get out of Canterlot, that way I can focus more on hanging out with my friends, and maybe putting my powers to good use." Ben said, squeezing the pink pony.

Pinkie giggled. "Ahh you don't have to worry about that, Benny! Besides, with you here, preparations are gonna be a snap this year for the Summer Sun Celebration." Pinkie said, walking through the town.

Ben followed the pony, though he never did hear about a Summer Sun Celebration coming up. To him, a lot of holidays were just days he couldn't be given grief or nonsense about using his powers 'irresponsibly'. Ben didn't think using his powers to save lives or make someone's day a little better as irresponsible, then again a lot of Canterlot natives just didn't seem that friendly, albeit for a few exceptions.

"Pinkie, what exactly is the Summer Sun Celebration, if you don't mind me asking?" Ben asked curiously.

Pinkie stopped in her tracks and gasped, looking at the human with shock. Ben could immediately tell that he asked a question that shouldn't have been asked, but he was still curious.

"You don't know what the Summer Sun Celebration is!? It's like, the most important event in all of Equestria, ya big goof!" Pinkie fished out a pair of reading glasses from her mane, as well as a history book, flipping it to one of the pages before coming to a stop. "The Summer Sun Celebration commemorates the summer solstice. Ponies everywhere throw raucous parties the previous night and stay up until dawn to watch Princess Celestia raise the sun. How have you not known about this?"

"You'd be surprised by how many holidays I rarely ever celebrate. Not because I don't like them, but mainly because I don't really know how to add my contribution without looking like a clueless outsider." Ben admitted, rubbing the back of his head with a sheepishly embarrassed grin.

Pinkie sighed and smiled, hopping onto Ben's back and holding on. "Then I'm gonna tell you everything you need to know, starting now! Get to moving, Benny, to Sweet Apple Acres!" Pinkie pointed towards a very busy farm in the distance. Ben looked back at Pinkie quizzically, only to see her wide smile and a very friendly glow in her eyes. He sighed and decided to get a steady jog going, moving in the direction of the farm.

[Canterlot, Twilight's Study Home]

The hard-working and focused unicorn read through an old book while she used her magic to guide a quill in writing on a piece of paper. Twilight wrote on, deep in focus as she took in information and wrote on the parchment beside her, until there was a sudden knock on the door.

"Spike, can you go and get the door for me? I have to finish writing up this thesis before the deadline!" Twilight called out.

From a small makeshift bed, a slightly more capable and very tired purple dragon child walked groggily to the door, yawning as it kept itself bundled in its blanket. Spike opened the door, seeing a mail pony hold out a scroll and a small white cue card to go with it. Spike nodded and took the card and scroll, closing the door behind him as he tossed the items at his sister's hooves.

"There, saved you a very quick trip, again. I'm going back to bed now-"

"No you aren't, Spike," Twilight stopped writing and used her magic to pull Spike back towards her. "Your sleeping patterns have been getting pretty out of sync, you're sleeping less and less every night and staying up less and less every day."

"Just read the scroll and the card that was sent to you, don't lecture me about how I need to sleep, Miss 'I Must Impress and Amaze Princess Celestia'." Spike grumbled tiredly.

Twilight sighed and let Spike go, putting her focus on the scroll and card delivered to her. She undid the ribbon that held the scroll closed and unrolled it. It was much shorter than any other letter she'd gotten, even from Princess Celestia, but her curiosity did see some interest in this letter, though something told her this may not have been Celestia.

To my dearest and most valued student Twilight,

You know that I value your diligence, your hard work, your determination, and that I trust you completely, you're like the daughter I never had, but I have one simple request that I have to ask of you. Fair warning, it's a difficult task I must ask of only you. I need a sample of your brother's blood, Ben's to be exact.

I know how this must sound, but there's something coming up, and I need a sample of it to prevent it. Enclosed in the cue card is a spell that will summon a special kit that will turn any remnant essence of a creature's presence into the blood of that creature, be it hair strands, tears, skin flakes, anything will suffice. I just need that sample, all will be explained soon.

I know you won't let me down,

Princess Celestia

Twilight just about fell over, but she kept herself steady. She was at a loss for words, speechless. Twilight carefully and slowly read the letter again, and still couldn't find the words. She eyed the cue card cautiously, and decided to wrap the scroll back up, shoving it and the card into an old box before bucking it towards an empty corner in the room.

"Spike, take a letter," Twilight called out, her voice cracking with a worried tone. "I think there might be something wrong!"

[???]

"Oh, that's cheating!!"

"Maybe so, but remind me, who are you to sniff out a cheater in the multiverse's biggest game of life?"

"I may be a god of chaos, but even I have standards, you gumball swallowing demi-god!"

"Says the atrocity of nature and order. Besides, it's not like I'm doing anything malicious, I'm just trying to get someone back-"

"Someone who doesn't want to go back. We discussed this before, haven't we? We both know Ben Tennyson won't come back, and you seemed very eager to try and get one over me when you had your chance to be rational, let him take the bait with enough patience. Your patience ran thin right at the start, and you almost brought your shenanigans to THEIR attention! Are you trying to wipe out two worlds at once, you labcoat loving sore loser!?"

"You don't know that. As far as I'm concerned, it was probably that big eldritch creature from a couple years back that brought their attention forward, nothing on my part."

"So you admit that you attempted and tried to scare the sparkles off of Celestia's prized pupil!"

"More to worry them, at best. To terrify them, I'd have to go to greater lengths. Prevent the union of the Elements of Harmony, that could very well resort in chaos, it'd free you from stone early. Once this timeline is unrecognizable, and Ben Tennyson is recognized as the constant between these variables of chaos, all will be set right when I bring him back to his universe. You won't see or hear from me again, Ben Tennyson can return to his original universe, and there won't be any issues. What's wrong with that kind of chaos, Discord, the kind of Chaos that can fix anything... and everything?"

"You're an irritation that not even rash cream can get rid of. I'm warning you, Paradox, if you try anything else, it will be a very cold day in Tartarus when you are rendered powerless and answer for your otherworldly offenses."

"Big talk from a magical experiment gone wrong. Ben Sparkle is just a flash vectored caricature of the hero I am trying to bring back. Him being here, will just create chaos! It'll free you either way-"

"Because that's how the story goes, Paradox! Besides, wouldn't be that much chaos anyhow, there's no less or more chaos freeing me, or strengthening my powers to allow me to escape right now, and it's only through your subtle manipulation of the world around you, that you've broken your oath to never interfere, and when I am free, the first thing I will do, is bring you forth and expose you for the insane time walker that you are!"

"You will try, and you will fail."

"At least you're willing to project onto the better reality warper!"

Friendship is Galactic, Part 2

A Boy and his Watch
By TheAlienBrony22

Friendship is Galactic,
Part 2

[Ponyville, Sweet Apple Acres]

Ben dragged his feet across the dirt, exhausted and sweaty as he collapsed at the front of the farm. Pinkie easily hopped right off and pulled a bottle of some kind of substance out of her mane, opening Ben's mouth as she squirted the fluid into his mouth. Ben squirmed and rolled over, sitting up as he swallowed down the strange fluid, completely thrown off by the odd flavor on his lips. It tasted like pineapples and minty taffy.

"You did a pretty good job getting all the way here, Benny, but now's not the time to be exhausted yet, we still gotta lend a hand!" Pinkie stated, helping Ben to his feet as he was then pulled towards the orchard by the pink pony, barely having enough time to catch his breath.

"Pinkie, give me a second!" Ben pulled his arm free and stopped, taking a few deep breaths as he got under one of the apple trees, letting the shade cool him off as he wiped the sweat from his brow.

Pinkie moved up and sat in the shade with the human, watching him take steady and careful breaths. "Man, I can't explain this exhaustion, I don't think I even ran that far, but I feel like I tried to run a mile on hot coals in the coldest winter, for like five hours! Needless to say, I shouldn't be this exhausted!" Ben remarked.

"You're probably just jittery. Don't worry, you can try and get Applejack to let you help her out, and I'll try to keep you cool on the sidelines." Pinkie stated with a smile. Ben got up to his feet as he carried Pinkie on his back again, making his way over to the group of farm ponies, specifically the orange mare wearing a Stetson, who seems very ecstatic to see the human and the pink pony approaching.

[The Moon's Core]

Gray rocks chiseled in a way that told a prophecy were being marched upon by several large stone creatures. They looked like golems, but not a single one looked the same. They marched and mined away at several walls in caverns and tunnels, most of them gathered some kind of material into carts, and wheeled them off to a huge chasm with a massive castle, one that looked to be a perfect imitation of Canterlot Castle.

Within this castle, several more golems stood guard, but there were two other creatures within this shadowy structure. One of these creatures was a pony, with a coat as black as the void of space, a starry blue mane that waved wistfully in an unfelt breeze. The other creature was some kind of biped bat creature with no wings, but it had claws, sharp fangs, and a huge array of eyes on its armor clad body... everywhere except its own face.

The creature stepped forward, faced the pony and kneeled with a chittering growl. The pony looked up above through some kind of glass roof, seeing the planet from so far below, and she smirked.

"My time is almost here."

[Cloudsdale]

Rainbow Dash flew through the air, hopping and bucking several dark gray clouds in the air, and each one she hit sprayed out rain, but was soon returned to a brighter white shade. When she took the job to keep the skies clear of any storms, she didn't think she'd be doing it every day till the event finally began on some other day.

"Had I have known that I'd be doing this every day till the actual event began, I would've had Derpy take my place. She may have a bit of a vision problem, but she's still got the eyesight to hit a cloud at all," Rainbow kicked a few more clouds, clearing the sky at blistering speed. "Sure, it would've taken a bit longer with her on the job, but she's dedicated, practically a loyal worker."

Dash continued to keep clearing the skies, only to end up accidentally ramming into another pony. Dash brushed herself off, only to be met by another pegasus, one that seemed really finicky. They had a dark lime coat with purple eyes, and a clean cut red mane. Their cutie mark couldn't be seen, mainly because they were dressed up in a blue and yellow suit, one that Dash recognized.

"Oh jeez, I'm sorry, I didn't watch where I was going! My bad, I gotta get back to practice. See ya later!" The pegasus stated, flying off in a huff. Dash could barely figure out what exactly happened, but all she knew was, she had a first hoof encounter with one of the Wonderbolts.

"I really hope I didn't just look awkward right then..." Dash whispered to herself as she flew off in a huff.

As the rainbow maned pegasus went off on her way to clear her mind and calm herself down, she didn't seem to notice the transparent figure standing in-between her and the wonderbolt, who just looked on and vanished.

[Canterlot Castle]

"Twilight, I'm sure you're just panicking over nothing. Besides, Celestia probably has a very good reason for this. Most times, no one ever really knows what Celestia's planning at all, so for her to be this upfront, clearly means she trusts you with this task," Spike held on to his older sister's back as Twilight trotted through the halls of the castle. "Also, can you just slow down? I really don't want to fall off!"

"Spike, I'm not going to ask my brother for his blood. Even if I had the proper context for why I should, you know Ben hates the sight of blood, even if it's his, and straight up asking him for any strand of hair is just as uncomfortable, if not as creepy. Celestia can't possibly have a good enough explanation, and I want to know exactly what she was thinking!" Twilight stated stubbornly.

If Twilight was anything, she was stubborn, determined, and very smart, but even she knew it'd be a very daring move to barge in and demand answers from the princess herself. Yet here she was, nearing the doors to the throne room, with the evidence in her satchel.

The doors swung open, showing Spike holding on for dear life and a very unamused Twilight Sparkle standing tall. Celestia sat on her throne, sipping a freshly brewed cup of tea, and smiled warmly at her student. "My dearest Twilight, good to see you. I was about to give you a response letter about your investigation into Nightmare Moon's eventual return, but since you're here, I suppose I can recite it to you, spare us both the time-"

"That can wait. What in all of Tartarus is all of this for!?" Twilight interrupted. She placed the satchel down and opened it up, revealing the cue card with a spell written on it, and the letter that came with it. Celestia was confused, not just by her student's frantic and very unamused behavior, but by the card and the scroll presented to her. "I don't care what's coming, and I don't care if you want to stop it that badly. I'm not going to act like a creep and get my brother's blood for you! How could you even ask of me to do something like that?!"

Celestia was appalled, and very unnerved. Twilight unrolled the scroll and handed it over to the princess, who carefully read it over. The handwriting was in fact her handwriting, there was no mistaking it, but she never wrote this. As a matter of fact, she only wrote the response to Twilight's hypothetical on Nightmare Moon's return.

"Guards!!" Celestia exclaimed. Two of the royal guards stood firm and saluted the princess. "Fetch me Parchment Scribbler, I need to know who sent this scroll to my student. I won't have someone sully my name, let alone scare my faithful student! That is an order!"

The soldiers quickly trotted off as Celestia examined the cue card. She cast the spell and a small advanced alchemy kit with a set of instructions formed in the midst of the room. The princess was terrified at the sight of the kit, and decided to set it in one of the corners of the room.

"Ow! H-Hey, sensitive skin underneath this coat, you raging royal nar- Auh!?" A voice called out. In-between the guards was a well dressed pegasus with a faded light gray coat, a very curly and faded yellow mane in the style of a ponytail with streaks of green and blue, and a designer leather coat with glasses.

"Parchment Scribbler, I have a job for thee. Someone has attempted to put me in a rather unsightly light, and I'd like for you to track them down. Is that understood?" Celestia asked grimly.

The pegasus was shivering and took the scroll in question. "Y-You have my word, your highness! I-I won't stop, eat, sleep or drink till I find the perpetrator!" Parchment stated.

"I would recommend you eat, sleep and drink periodically, as to avoid a repeat of your little accident. Now go. I have much to prepare for, and I must send my student on her way to deal with preparations." Celestia stated. Parchment nodded and was escorted back to her home by the guards as Twilight looked on in surprise.

"Now, my faithful student... Let me recite to you, the letter I know I wrote." Celestia calmly said.

[Carousel Boutique]

Ben exhaustedly trudged through the streets of Ponyville, his face was showered, drenched and drowning in sweat as he kept carrying Pinkie on his back, who seemed pretty alright.

"Ok, I think I can safely say that farming is not my strong suit. I am so exhausted, it's not even funny. Man, I can barely even see anything with all the sweat in my eye, where are we going next, Pinkie?" Ben wondered.

"We're going to Rarity's, she's in charge of the other side of decorating for the celebration, as in, appeasing to the finer taste in the royal family. I was in charge of regular decorations, and she's basically figuring out how to decorate and make it welcoming to Princess Celestia!" Pinkie explained.

"This all just sounds like another day ending in 'y', to me. But hey, I'm not complaining, it'll be nice to see Rarity again. Big Mac kinda got quieter over the years, but he's still a friendly guy, and I couldn't talk to Applejack much because she was focused on preparing food for the celebration. At least I'll be able to get a welcome conversation out of Rarity." Ben stated, opening the front door to the building.

As the two entered the boutique, they saw no sign of the unicorn, only a massive mess of fabrics, design patterns and the like. Needless to say, it looked like a mess. The unexpected silence in the building was just as discerning.

"Well, here I thought Rarity would've cleaned up a little. I know ponies really do change after a while," Ben carefully stepped away from the mess as he continued to look around the room, only to find no trace of the fashionable mare, "But I kinda did expect things to be a bit tidier."

Pinkie hopped off of Ben's back and bounced around, easily avoiding the mess as she looked in some rather unorthodox spots, such as a closet, drawers, and the cupboards. Not a single sign of the mare anywhere, not even upstairs and in the various other rooms. Ben was getting a little unnerved and decided to try something new. Ben transformed into Beelzebeast and began to sniff around, only to then pick up on a single strong scent, leading out of the boutique. Beelzebeast grabbed Pinkie and set her on his back as he immediately squeezed through the doorway and followed the scent.

[Town Hall]

Rarity steadily and carefully examined a few pieces of ribbon as she stood behind a podium, eyeing and carefully deducting whichever ribbon would be perfect for the task at hand.

"Hm... No... no... OCH! Dear Celestia, no..." Rarity examined, looking at the ribbons she's tossed to the side with distaste. Rarity examined the final ribbon, a glistening and glamorous amethyst purple ribbon. "Aha! Finally found the best suitable ribbon... now I need to find a way to properly make more of this ribbon for the ceremony." Rarity stated with a sheepish grin.

Before Rarity could be on her way, however, the doors flung open as a loud bellowing dog roar echoed, causing her to duck for cover.

"Hi Rarity!!!" Pinkie's voice called out ecstatically, "Look who fulfilled their Pinkie Promise today!!"

Pinkie, one of Rarity's closest and more excitable friends, was on top of a much larger eyeless canine, standing out with its orange fur and the gills on the side of its head, now adorned in several darker orange stripes and markings, and also sporting a tail, all while it sported a familiar emblem.

If Rarity didn't know what this was, she would've fainted. Good thing she was so used to taking up a side hobby, and was able to get an idea of where she remembered such a beastly beast.

Rarity's expression changed from aghast, to astonished, but then stopped at pleasantly thrilled. "Benjamin! It's so thrilling to see you again, darling!" Rarity called out, slowly approaching the alien dog, lightly petting and stroking its face as the beast smiled. In a flash of red light, Ben returned to his normal form and pulled Rarity into an unexpected bear hug, startling the unicorn a fair bit, until she began to accept it.

Ben let her go and set her back down as Pinkie observed the newly added decorations that complemented her decorative choices. Several purple, violet and blue ribbons tied into crescent moon-shaped wall decals and a bunch of golden, red, orange, yellow, white and bronze ribbons tied to look like a shining sun, all while the various stars that Pinkie plastered around the hall made it feel more complete.

"Wow, you guys really pulled out all the stops with this," Ben said, looking amazed at the numerous decorations plastered through the place in such order. "I really don't know if I could contribute, let alone have any good ideas that could make this look even better!"

"Oh don't sell yourself so short, darling, I'm sure you'll find someway to contribute. After all, the summer sun celebration is just a couple days away, it's practically right around the corner!" Rarity stated.

Pinkie rushed out of the doors and peaked around the corners, supposedly looking for something. Ben was trying his best to not laugh at Pinkie's antics, mainly because he didn't wanna seem rude, but a few snickers did escape him. "Well, I think I better get going. Gotta familiarize myself with this town, and where everything is. I'll catch up with you two later!" Ben stated.

Ben runs out of the town hall and through the streets of Ponyville, not going in any specific direction, while Rarity and Pinkie decided to take a break from preparing for the summer sun celebration's festivities. Yet, for some odd reason, a new question began to fester in the pink pony's mind.

"Hey Rarity?" Pinkie asked the fashionable unicorn.

"Yes Pinkie, is there something on your mind?" Rarity inquired.

"Is it just me, or is it some kind of feeling in my gut that's telling me that there might be something huge on the way?" The pink pony asked.

"Well, with you, to be honest with you darling, it could mean practically anything and everything," Rarity stated. "But, elaborate for me, what do you mean something huge?"

"Well, you know how Celestia is the one who raises the sun and the moon, right? There's no one else to take that title or job?" Pinkie asked, feeling a strange fuzzy feeling in her head.

"Pinkie... are you telling me that something bad just might happen at the summer sun celebration, and you're only feeling it now?" Rarity asked.

"Well, I would like to say yes, but this isn't one of those Pinkie Sense things. It's just a weird gut feeling, and I feel like we need to just let whatever unfolds, to just let it happen, even if we get caught up in it." Pinkie stated, a look of curiosity and uncertainty painted on her face.

Rarity knew Pinkie could be, well, a lot to handle, even in small doses, but there was always something about Pinkie's way of doing certain things and her Pinkie senses that always seem to have a mysterious air of truth about it. Even now, she feels that same air. She would've asked a bit more, if Pinkie didn't just suddenly run away towards a couple of baby kittens, completely losing her train of thought. Though, maybe that was for the best.

[The outskirts of Ponyville]

Ben laid down on a soft grassy hill, looking up to the clouds, and the various Pegasi doing their thing. Ben was just trying to relax a little before he tried to find a certain shy yellow pegasus, as to not scare her. Many thoughts for what he could do for the celebration came to his mind, some of them better than others.

"I could use Gemstone to make a chandelier, maybe dip the crystals in gold paint to make it seem like the sun, that way when it lights up, it looks like the rising sun... then again, Gemstone's crystals are very refractive... someone might get hurt, so no dice. Hmm... Maybe I could use Smart Toad to make a machine that'll simulate an eclipse, the uniting of the brightest day and the darkest night... No, that wouldn't be good either, someone might go blind." Ben debated with himself. The human racked his brain for some semblance of a good idea, something great and flashy, but also something that won't hurt or cause harm to someone. That's when it hit him.

"Wait, I know what to do! A celebration is kinda like a festival, or a carnival, but more fancy. Maybe I can use my unicorn form and be like a potential reading psychic or something. That could work, and it means no one gets hurt! Ben Sparkle, you're a freakin' genius!" Ben stated with a smile. However, all of a sudden, the world around him was beginning to freeze in place. The colorful world suddenly dulled into a collection of grays and whites, with the occasional black in the drab and very dull palette.

"Oh come on, not again!!" Ben frantically tried to use the Omnitrix, only to find that it wasn't going to work. Ben turned around, seeing the same strange man, dressed in a lab coat, looking at a pocket watch, though this time, the man seemed to look different, in a way.

The man's white skin now seemed to be more of a dulled brown-ish gray, his slick back hair was a bit more wild, unkept, and turning white, his eyes were yellow with red irises, his lab coat looked to be very poorly made from the materials of a bathrobe, his goggles were more like swimming goggles, and the golden gauntlet he had seemed to have six stone sized jelly beans forced to fit in some kind of slots.

"Hello there, Benjamin Sparkle. Love what you've done with Equestria as of late, didn't figure you for a Noir man, but I can appreciate the classics." The man spoke in a voice that was drastically different from the man's previous voice. The voice was more natural, all over the place, and actually showed some sense of being friendly... somewhat. "I hear you're preparing for the summer sun celebration, and I love the idea you have in mind, nothing's more fun than telling other ponies what may or may not happen in their future, based on potential alone."

"Who and what--" Ben was promptly interrupted by a sudden shower of candy coming from a blue cloud that manifested above him, the only vibrantly colored thing in this noir colored space.

"Look Dial A for Alien, I'll be frank with you if you be leslie with me. Don't trust that stupid fool that came to you in the dead of night. Trust me, I'm not always one for the truth or doing the right thing, but it's in both of our best interests if you keep resisting him. He's just a sad immortal man who's scared that he'll become as insane as me, only I'm insane for the fun of it!" The strange man said with a smile, revealing a large snaggletooth in his grin. "Just know that we'll meet face-to-face one day, and when that happens, I'll explain everything."

"Nothing about this feels like I should trust it, but you seem to know something about this guy that randomly appeared in my home, so I really don't have a choice. I don't know where he wants to take me, or what he wants to show me, but I clearly don't want to go with him... Who are you anyway?" Ben inquired.

"For the moment, you can call me D. Oopsie! Look at the time," D pulled out his pocket watch, only to reveal an alarm clock hooked up to the end of a chain as the alarm blared. "Looks like our time is up, but I do have some forewarning for you, my shapeshifting pal... 'On the longest day of the thousandth year, the stars will aid in her escape, and she will bring about nighttime eternal'. Well, ta-ta!"

The world was engulfed in a flash of white light, and Ben quickly sat up, seeing that color had returned to the world, and that the Omnitrix was working again. Ben sighed and had plenty more things to think about now, but at least he has an unlikely ally now, for however long that'll last.

"U-Um... e-excuse me sir..." A meek voice called out quietly. Ben turned to his right, to see the pegasus he was looking for initially, Fluttershy, sitting by his side. "A-Are you okay... y-you were s-staring off into n-nothingness..."

Ben smiled and brought the pegasus into a hug, causing her to yelp a little, only to recognize a few features about this person, and then go along with it. "I'm okay, Fluttershy... it... it's just good to be home."

[???]

"So, not only did you make a mockery out of me, but you purposefully impersonated me and tried to get him to take your side!?"

"Don't act so high and mighty here, Professor. You tried it before and failed, I just have a lot of points in Charisma and Speech, not my fault I'm so grand! besides, it's time someone beat you at your own game, unless you're actually scared to admit that this was a game~"

"You have no idea what you've done! You- Y-You-!!"

Paradox groaned and yelled in frustration, kicking up nonexistent dirt in the strange plane of existence. Discord found this display, oddly enough, more embarrassing than hilarious. It would've been a riot for him to see Celestia, of all ponies, to be throwing such a fit, but when it came to the time walker, Discord felt no satisfaction, only boredom and the urge to retch when he knows he can't. He's lost all known sense of fun in seeing Paradox have a fit. It stopped being funny several millennia ago.

"You won't get away with this! Ben Tennyson is going back to HIS timeline, whether he wants to, OR NOT!! History must be put back on TRACK!!!"

"If that's the case, why not make another Omnitrix, or snag an Omnitrix from another timeline, and give it to his cousin? After all, that's a timeline that still exists!"

"Go to the darkest depths of hell, Discord!! Go back to where you belong!!"

"Hmm, No, I'll pass. I much prefer my stone prison for now, plus, I just got my new cable package installed!"

"AAAAAAAAAAAAAAAAAAAARRRRHHHH!!!!"

Paradox vanished as he exclaimed in a fury. Discord then pressed a remote as he aimed it at the TV, watching Ben Sparkle share a hug with Fluttershy.

"I can't wait to see how this timeline plays out."

Friendship is Galactic, Part 3

A Boy and his Watch
By TheAlienBrony22

Friendship is Galactic,
Part 3

[Royal Escort Chariot, en route to Ponyville, The day of the Thousandth Year]

Twilight and Spike look over a checklist as two pegasus guards guide the chariot through the air. Celestia has informed Twilight that she must go to Ponyville, to overview how much progress has been made for the upcoming Summer Sun Celebration.

"Ok, so from what the princess has written down, which isn't much, there's only a few things we need to make sure are taken care of before the celebration officially begins. We need to make sure the catering is prepared, we need to make sure the decorations are up to code, we need the skies clear for tonight, we need the songbird serenade, and we need to make sure excitement is high for the pre-celebration party." Spike read out, a bit uncertain on if this was less or more work than it sounded like. "Man, for this not being a lot, it sure feels like it. What do you think, Twilight?"

Twilight looked a bit unsure. She seemed bothered by the idea that someone was out to get her brother, but she also felt royally dumbstruck when she looked at the last minute objective on the checklist. Go and make some friends. "It may sound like a lot, Spike, but there's nothing to worry about. We'll get this all done, and then I can worry about the prophecy regarding Nightmare Moon." Twilight stated, still uncertain about the last objective as the view of Ponyville came into their line of sight.

What bothered Twilight was the fact that there seemed to be a massive fire in the midst of town.

[Ponyville Town Square]

Today was not Ben's day to be a hero. Ben was recently appointed to check-up on the preparations and act as the main form of security for the celebration, should anyone try to cause or enact illicit or ill-willed acts of danger or harm to Princess Celestia, specifically because of his ability to change into these unheard of monsters. Right now, Starburner was trying to deal with a sudden wildfire in one of the buildings, but couldn't seem to redirect or absorb the flames, no matter how hard he tried.

"Why isn't this working!? Usually I can redirect flames and fires like it's the air around me, but for some reason these flames aren't behaving like... flames!" Starburner felt the realization click, like a piece of flint creating a strong spark. "Man, whoever is doing this stuff, this is the third time this week, IN A ROW, I've had to deal with these illusion fires!" Starburner stated in an irate manner.

Starburner stopped trying to manipulate the fires and tapped the badge on his chest, engulfing himself in a green flash of light as a new alien stood in its place. The alien stood tall, nearly 3/4 of the building's original height, clad in a bronze metal suit with splotches of red, maroon and crimson tints blended in. The creature had these strange tubes plugged into the creature's head and into its back, funneling some kind of clear liquid through them. The Omnitrix's badge was smack dab in the midst of the creature's midsection. This was Ben's newest form, Heavy Hydrant.

"Don't worry folks, this'll be over before ya know it!" The alien reassured, his voice sounding gurgled and muffled from within the suit. the creature held out its armored hands, forming them into cannons as he hosed the 'flames' down with some kind of sparkling water-like substance, easily extinguishing the illusion flames with ease, and revealing that the flames didn't damage anything.

"Getting real tired of these stupid illusion fires, I could be doing something important, but someone decided to be funny. Great. Well, crisis averted everypony, please go on with your day, and remember, the summer sun celebration is tonight!" The alien announced.

As the crowd of ponies dispersed, a flash of red light engulfed the alien, replacing it with Ben as he stretched himself out. Ben admired his handiwork, but was still pretty irate that someone had been doing this for the past three days. Ben was definitely sure that someone was trying to sabotage the celebration, but he wasn't gonna take this sitting down.

"Well, I see you're still getting yourself into trouble, Benji." A voice called out in a teasing manner.

Ben whipped around and was ready to transform, but then calmed down and smiled seeing that it was Twilight, with Spike holding onto a rolled up scroll.

"Well, what can I say, when you've been tasked to be security for a celebration, it's like someone in the shadows is always trying to ruin that. Speaking of which, how're things, sis? Celestia's not making you overworked, is she?" Ben teased back, pulling the mare and dragon into a hug.

"Things have been fine, but I don't know how long that'll last. Just a few days ago, I got this letter from someone who may or may not have forged Celestia's hoofwriting." Twilight stated with a slight shudder.

"Seriously? Must be some Anti-Celestia group, those have been in abundance here when the celebration comes around, from what Pinkie told me, at least." Ben stated.

"Yeah, thing is, they wanted me to get something from you. I'm not here for that, so don't worry, you're my brother, and nothing will change that. Celestia actually has me down here to oversee how preparations have progressed for the celebration tonight." Twilight explained.

"Oh really? Well, I can get you to where you need to go. I know where everything is, in town at least, plus, I've been meaning to just have a conversation." Ben offered.

"That'd be so cool, Ben! Maybe you can even show me that new guy again when we're done?" Spike asked, referring to Heavy Hydrant.

"Oh, him? He's actually a VERY new guy. I didn't think I'd unlock anymore guys, but this thing just loves to surprise me. I call him Heavy Hydrant." Ben stated with a smile. Spike was in awe. "I was originally gonna call him Overflow, or Power Wash, but Heavy Hydrant just seemed to roll off the tongue more."

"Well, you two'll have more than enough time to talk about all of that, but right now, I need to get this done. Ben, lead the way to... Sweet Apple Acres, did I say that right?" Twilight asked.

Ben chuckled and set Spike on his shoulders as he and Twilight walked alongside each other, all the while a transparent figure follows close behind.

"Benjamin Tennyson..." it exhaled in a near silent hush tone as it retreated from sight.

[Sweet Apple Acres]

"Is this it?" Spike asked, looking at the never-ending field of lush apple trees.

Twilight glanced up at the large old wooden sign stating that the farm was Sweet Apple Acres, before looking at Spike.

"What? I'm not as observant as you." Spike retorted.

As the three walked down the path, they admired the farm with intrigue and amazement. Twilight saw plenty of farms back in Canterlot, but they never looked as awe-inspiring as this. The spanning field of apple trees, the smell of crisp and fresh country air, the beading sun shining down, it was like something out of one of their mom's novels, or something from one of her favorite novellas. There were plenty of smaller structures, such as chicken coops, pig pens, cow stables, but the prominent thing was mainly the apple trees. There was a farmhouse on one side, and a huge red barn on the other. The farmhouse looked like it could house around five, six, or maybe even seven people. In the distance was a neighboring farm, with someone focusing on pears and carrots.

"YEEEHAA!!!" shouted a voice.

Spike and Twilight looked over to the sound of the voice, while Ben just chuckled and watched what happened. Applejack galloped over towards a nearby apple tree, and held her head high as she slammed her hind legs into the tree, causing the apples within it to fall into a few pre-placed wooden tubs. The mare tipped her stetson and sported a satisfied pose, smiling as she looked over at Ben, and two newcomers to the land.

"I'm in for a world of crazy, aren't I?" Twilight asked quietly, looking at Ben. She saw the smile on his face, and seemed to have gotten her answer. She groaned and let out a sigh. "Ok, let's get this over with."

Twilight walked forward as Ben followed. "Good Afternoon, my name is Twilight Sparkle, and I-- Gerrk!"

Twilight winced as the mare grabbed her hoof and started to shake it like she was trying to empty a barrel full of trash. The hoof shake was violent enough to lift Twilight off of her other three hooves as she started to bounce in place a little bit from how much she was starting to jitter from the shaking.

"Well howdy do Miss Twilight, a pleasure making your acquaintance. I'm Applejack." the mare paused as she let Twilight's hoof go and she steadily jittered in place. Twilight hadn't felt this literally shook up since Ben volunteered to use Fourest Fighter to get her to and from home to Celestia's school and back. "So, who's that little feller on your shoulders, Ben?"

"These are my siblings. Applejack, meet Twilight Sparkle, and Spike Sparkle." Ben introduced. Spike just smiled and waved.

"So you two're related to Ben 'ere? I ain' got not one quarrel with family ties, but... how in tarnation does this work?" Applejack asked.

"Simple. Sometime during Twilight's entrance exam to be a student of the princess, and hatched a dragon egg, which had Spike inside it. I came from parts unknown to me, so me and Spike were like brothers to Twilight, and younger brothers to our older brother, Shining. Basically, we're adopted." Ben explained with a saccharine smile.

"All the fancy schmancy magic mumbo jumbo aside, I can accept that. After all, family isn't limited to those you're related to by blood, it goes deeper, it's like a bond. My granny can explain it much better," Applejack explained. "Anywho, what brings you fellers here, especially since preparations are finished?"

"Well, I was sent here by orders from the Princess herself. I'm to oversee and check-up on the preparations. Ben was being kind enough as my brother to help me find my way around, so I can do this properly," Twilight explained. "So, are you in charge of the food?"

"We're as sure as sugar about that. As a matter of fact, Ben was willing enough to help lend a hand with everything, even if he struggled a bit at first." Applejack said with a wry smirk on her face, causing Ben to chuckle nervously.

"In all fairness, I'm only good at kicking butt, not kicking trees." Ben specified with a sheepish grin.

"Would ya'll like to sample some? We had to adjust the recipes a little bit, but everything turned out just fine." Applejack offered.

"As long as it doesn't take too long, then sure, what the hay." Twilight stated. Soon enough, Applejack rushed off and started to ring a bell like crazy.

"You two are in for a surprise about her family." Ben said with a cheeky smile.

"SOUP'S ON, EVERYPONY!" Applejack called out.

The ground began to shake, the thundering of hooves sounded as a stampede of ponies made their way to the front of the farm. Before Twilight could react, Ben set Spike on her back and stepped out of the way of the incoming country chaos.

"Twilight, remember when you brought me into a haunted circus on Nightmare Night when we were eleven?" Ben asked nonchalantly.

"Yeah, you refused to leave your room for a couple weeks while we had fun," Twilight stated. "Why?"

"You know I have a fear of clowns... Consider this payback!" Ben stated with a smile.

Before Twilight could reprimand Ben for being petty, she and Spike were swept up in the herd and dragged along through dust and mayhem as they were sat down at a picnic table.

Applejack popped up right next to them. “Now, why don't I introduce ya'll to the Apple family?” The mare waved a hoof as Spike and Twilight were surrounded by very expectant ponies.

"Thanks, but you really don't have to--" Twilight's words fell on deaf ears.

"This here's Apple Fritter, Apple Bumpkin, Red Gala, Rhede Delicious, Golden Delicious, Caramel Apple, Apple Strudel, Apple Tart, Baked Apples, Apple Brioche, Apple Cinnamon Crisp,” Applejack paused taking a deep breath. "... Big Macintosh, Braeburn, Apple Bloom, and Granny Smith.”

Ben stood by Applejack's side during the introduction as tons of dishes began to pile up to the point where Ben couldn't see Spike or Twilight beyond it. Not for a lack of trying, because there was so much food.

"Up and at 'em, Granny Smith! We got guests." Applejack called out to an elderly green pony asleep in a rocking chair.

"Heh, classic Granny Smith, always asleep in the rocking chair." Ben commented with a laugh.

The wrinkled mare slowly rose with a grumble and shifted forward, as she blathered some incomprehensible complaints or another.

"Ah'll have you know sonny boy that ah can still wallop your tail end, whether or not if ahm nappin'!" Granny Smith remarked, glaring up at Ben, who had already stopped laughing.

“Dun worry about her.” Applejack whispered.” She jus don't like being woke up from her naps.”

Twilight coughed out the remains of the apple, taking a moment to breath before deciding that it was time to move on. "Well that's umm, very nice and all. I see things are in order here, so we're just going to go check on the next thing...”

"Aren't ya gonna stay fer brunch?" asked a small voice. Twilight and Spike looked over to the little yellow filly with the red hair, and pink bow that was nearly the size of her head. She had the biggest most watery sad eyes they had ever seen, and the faint quiver in her lower lip as she pouted, it could make a stone statue weep with sympathy.

"Sorry, but we have an awful lot to do... I'm sure if we have enough time, however, we could at least make it up to you and join you for dinner, maybe?" Twilight asked.

A collective sound of disappointed sighs and hopeful cheers filled the unicorn's ears as she and Spike made their way off the farm. Applejack looked at Ben, who seemed a little lost in thought.

"Hey, pardner. Better go catch up with yer siblings, they'll be wanderin' around like lost puppies without a guide." Applejack remarked, nudging Ben as he snapped back to reality.

"Oh, right. Thanks Applejack, I'll see you at the celebration tonight!" Ben called out as he ran after Twilight and Spike.

[Ponyville Town Square]

"Let's see... Food's all taken care of, next is weather. How you holding up, Twilight?" Spike asked. Ben looked down to see Twilight slumping and slowing down. Ben could recognize when Twilight acts like this, and it's usually because of her dedication to studying becoming more of a hinderance.

"Oh for Celestia's sake, have you been doing overnight study binges and running solely on coffee again?! Twilight!!" Ben reprimanded, as he picked the exhausted unicorn up in his arms, and continued to carry her as he walked alongside Spike.

"She's been doing that a lot as of late. I think she's under stress, but she keeps saying she's fine," Spike comments. "According to the list, there should be a Pegasus named Rainbow Dash working on clearing the skies. She's been doing it a lot these past few days, so she might just be resting."

Ben looks up at the numerous clouds in the sky, some of them darker than usual. "Unscheduled rain showers... Cloudsdale needs a better schedule manager," Ben remarked.

"Seems like she's not doing a good job, is she?" Twilight added.

Before any of them could react, Ben had gotten slammed into as Twilight flew and slid to Spike's side. Ben groaned and got himself up, only to see that he's covered in mud and gunk.

"Uh... heh, 'scuse me?" A voice called out, followed by sheepish laughter.

"Nice to see you too, Dash," Ben remarked, dusting himself off as he saw the mud and gunk cling to his clothes. "Coulda been a bit easier on me, though."

Rainbow Dash laughed a bit, seeing a small smile on Ben's face. "I'll try to next time. Here, lemme help you out a bit."

Rainbow Dash zipped away and brought back one of the dark clouds and proceeded to jump onto it repeatedly, letting a huge torrent of rain water wash away the gunk and mud, while completely drenching Ben in the process.

"Ehh, a little overdone, but it's no big deal." Ben stated as he shook his head vigorously, getting the water out of his hair as it flew everywhere.

Twilight got up and rolled her eyes at the pegasus. "Let me guess, you're Rainbow Dash."

"The one and only, why, ya heard of me?" Dash asked.

"Guess introductions are in order, again," Ben stepped forward and stood by Twilight and Spike. "Dash, these are my siblings, Twilight Sparkle and Spike Sparkle. They're here to oversee how progress has come along for the celebration tonight, ordered by the princess herself."

"Ahh okay, well don't worry, I'll have the clouds cleared out in a jiffy. Just as soon as I finish practicing before I do." Dash stated.

"Practicing? For what?" Spike asked.

"She's trying to become a Wonderbolt." Ben stated.

"What Ben said," Dash stated excitedly, "They're gonna perform at the Celebration tomorrow, and I'm gonna show 'em my stuff!"

"The most talented flyers in all of Equestria?" Twilight asked. Ben looked at her with a raised eyebrow, "What? I study more than just magic, you know! Besides, They'd never accept a Pegasus who can't even keep the sky clear for one measly day."

Rainbow Dash looked at the unicorn and felt challenged. "Hey, I could clear this sky in ten seconds flat. I know I can."

Twilight smirked confidently, "Prove it."

Rainbow Dash seemed a bit irritated by Twilight's challenge, as she never had someone challenge her skill before, but her eyes narrowed as she launched herself from the ground as she tore across the sky like a blistering light-blue hued blur dissipating clouds with hardly any effort. Ben's wet and wild hair whipped about as the blur tore back and forth across the sky, showing a clear sunny sky without a single cloud in sight.

Dash did one last loop dropping through the final cloud before landing with a grin. ”What did I say? Ten. Seconds. Flat. I'd never leave Ponyville hanging.”

"That was awesome! I bet the Wonderbolts would've loved to see that!" Spike said.

"Y'know, you guys are alright. I was already cool with Ben and his wicked cool shapeshifting stuff, but you guys aren't that bad either. I'm definitely gonna have to hang out with you some more. Later!" Rainbow Dash grinned and bolted off as she flew away into the sky.

“Well, at least we know she cleared the sky, so check that off the list, Spike," Spike checked it off the list as the things to do got smaller and smaller. "Let's see, what's next?"

"Decorations." Spike said.

"So, we're going to Rarity next, fantastic, we can head to her boutique! C'mon!" Ben said as he ran in the direction of the next place to go.

"I feel like Ben's gotten more energetic as he's gotten older... I'll have to figure that out after all of this is done. Come on, Spike, otherwise we'll lose him." Twilight stated. Spike hopped on her back, and the two chased after Ben.

Author's Note

Those of you not in the know, Heavy Hydrant is essentially my interpretation of Overflow, that big red alien from the Ben 10 reboot.

Figured I'd incorporate one Reboot alien into the story, because why not.

Friendship is Galactic, Part 4

A Boy and his Watch
By TheAlienBrony22

Friendship is Galactic,
Part 4

[Carousel Boutique]

Rarity was sewing a few pieces of fabric together, all while sprinkling a few blue-ish green crystals along where the sewing marks wouldn't be. The unicorn took a deep breath and sighed, looking over at a photograph that has collected a fair amount of dust. She lightly brushed the dust aside, showing the first photo that she, Ben, and the other ponies took together when they were just kids.

"Oh, where does the time truly go? Hard to believe that it's been, what, eight years since this was taken? I really should make up for lost time, but I am in charge of royal decoration--" The mare's reminiscing was interrupted by the sudden and wild opening of the front door, revealing Ben, and a tired unicorn with a baby dragon on her back. She took a deep breath and put a hoof to her chest, feeling her heart beating faster. "Sweet Celestia, Benjamin! Don't you know that scaring a lady's not good for her heart?!"

Ben chuckled as he smiled. "Sorry Rarity, I guess I figured this couldn't wait, my bad. I wanted to tell you that Princess Celestia sent a couple special individuals down to check on the final preparations for the celebration," Ben stepped out of the way, letting Twilight and Spike be completely seen by the fashionable mare. "Plus, this helps with getting family introductions out of the way, too. Meet my siblings, Twilight Sparkle, and Spike Sparkle."

Rarity looked at the three individuals carefully. First at Ben, then at Spike, then at Twilight. "May I ask how--"

"Adopted." Spike and Ben said in unison.

"Fair enough. Anywho, you were saying that they were here to examine the decorations? As much as I'd love to show you all that has been done, I'm kinda in the middle of something. Although, I wouldn't mind picking the brain of the sister of one of my friends for... information~" Rarity said with a smirk.

"I'd be fine with it, though you'll have to forgive me if I tend to ramble," Twilight said with a smile. "But, I am here to make sure the decorations are in-fact up and are up-to-code. If you'll point me in the direction of where you put them up at, I'll gladly examine them myself."

"We could've just gone to town hall if that's what you wanted to do," Ben remarked, "This is why you have to be specific, otherwise I do stuff like throw a door open like a maniac."

"Well, no harm has come to the door, I dare say you've actually gotten more careful when doing these types of things, saves me several bits too on repairs." Rarity remarked, looking over the lack of destruction to the wall, or the door itself. "Well, if you want anything, or are looking to browse my wares for a special occasion, you know the place that's magnifique, The Carousel Boutique!!~" Rarity stated with a smile.

Spike yawned and waved Rarity goodbye as the Sparkle siblings made their way to Town Hall. Yet, the transparent figure still looms behind the human, like a guardian angel, or a devil in disguise.

"Benjamin Tennyson..." it exhaled quietly, sending a strange shiver up Ben's spine. Ben turned around quickly, but saw nothing, though he kept his hand on the Omnitrix's dial, and his thumb ready to press the button. Something didn't feel right, and if he wasn't told to trust Paradox before, he definitely didn't trust him now... only he was the one to call him Tennyson, instead of Sparkle.

[The Moon's Core]

"My Mistress..." A gruff, gurgled and growling voice stated.

"Optical. Status report on my return."

"Everything's going according to plan, your return will be swift, like the fall of the false princess." Optical stated with an infliction of pride.

"Excellent. Soon, Equestria, and all of Equus, will be bathed in eternal night once more, and I shall force them to revel in the pale moonlight."

Soon enough, the doors open up, and something that couldn't be seen steps next to the multi-eyed bat creature.

"My Mistress..." A near silent and hushed voice stated.

"Of course, something's come up to derail us... why am I not surprised?" Optical stated sarcastically.

"Camoyuu... back from your spiritual scouting mission, are you? What did you see?"

"S-Something very... troubling, My Mistress." Camoyuu stated with concern.

"How troubling are we talking here? More guards, tighter security, spells created by the false princess?" Optical probed.

"A new creature walks among pony kind. From what I've observed up close, this creature has the power to transform. He's become many strange creatures, and is acting as the main form of security for the celebration... We might actually witness a power struggle--"

"Transform? Strange creatures? Power struggle?! Is this strange entity an agent of the false princess or something else?! Are they a pony?!"

"No! That's probably why I didn't recognize them... though, I feel there might be even more divine power at play. During my surveillance missions to keep tabs on this new creature, I was caught in some sort of time stopping spell. I captured images of another strange non-pony creature, one that calls itself Paradox." Camoyuu stated with concern.

Camoyuu made herself visible, revealing that she was some kind of crustacean-like creature with cephalopod-ae-like tendrils and suckers. Her singular eye glowed a vibrant white color, showing an image of Paradox, trying to reach out to the human in question.

"Who are these fools? What kind of abominations are they?!" Optical asked, looking at the humans in disgust.

"Homosapiens... Bipedal apes of legend, once thought to be a myth. Not once have I ever heard of a shapeshifting homosapien before however, but this shan't be a problem. If this shapeshifting homosapien is anything like those overgrown horse flies, he'll be just as easy to squash beneath my hooves."

"Shall I prepare myself for battle, My Mistress?" Optical asked.

"Yes, but should this creature not be worth my time, let alone my full effort... you shall take care of him, while I dispose of the things that put me on this rock all that time ago."

[Outskirts of Ponyville]

"...And that's the story of my whole life, sorry if it was so short." Spike said with a smile. Twilight felt bored to tears when Fluttershy asked about Spike's life, but Ben could clearly see that the effects of being a hyper-fixated study nut has hindered his sister's ability to try and be interested and make friends.

'Guess I gotta give her that push to actually make some friends.' Ben thought. "So, Fluttershy, since the songbird serenade is ready for the celebration, any chance you'd be up to head to the Golden Oaks Library? I hear something's supposed to be happening there, something that might do my sister some good today."

Ben saw Twilight give him the most unamused and angry glare, like she could set somepony on fire just by looking at them alone. Ben smiled cheekily as he hoisted Spike up on his shoulders as Fluttershy followed them to the Library.

"I gotta say, I was so surprised to know that you and Spike were related to Ben, Twilight. Anytime you want to talk about anything, you can find my cottage just a little up the way, it'd be so fantastic to have some friendly company." Fluttershy said with a smile.

'Dear Celestia, why have you done this to me?' Twilight thought as she put on a fake smile.

[???]

"Hmm... Paradox should've shown up again by now. Maybe I finally got lucky and he gave up. Oh, who am I kidding, I'm not gonna be that lucky."

The chaotic being laid still in his recliner, munching on popcorn and gulping down soda as he kept a close eye on Ben, and nearly choked when Twilight and Spike came into view.

"So, the other two sparkle siblings have arrived in Ponyville, as well... I can't help but feel like something failed for the not-so-good Doctor Who rip-off. His intimidation and scare tactic seems to have--"

The sound of a loud THUD echoed out. Discord's attention was now turned away from his TV, only to see a big white crack form in the gray void that was his mind. Discord was, needless to say, confused, for a lack of better words.

"...failed? Oh, absolutely, but I knew it would fail, inevitably. Right now, my temporal ward on my letter is activated, destroying any trace of it and the card with the alchemy kit. I pity that poor mare, though, being so close to an active temporal ward can be, well... catastrophically chaotic."

Discord whipped around, seeing Professor Paradox, who looked like a serious mess. His clothes, tattered and ruined, covered in a variety of stains with a calm look in his eyes, despite the wicked grin plastered on his lips.

"Like the new form of decor I added? Figured this place could use a touch of light, so I decided to crack down and let some of the outside world flow within that sedimentary pebble you call a brain."

Discord had no words. He just looked back and forth between the new white crack and Paradox, unsure of which was more concerning. Needless to say, Discord just decided to ignore the time walker, yet was willing to keep a wandering eye on him as he kept his view on the TV.

"What, no words this time? No insults, no witty comebacks you've pulled from the depths of the pools of insanity that lay dormant in your mind? No remarks? That doesn't make sense, but for you, it kinda does... quite the Oxymoron you are, the fact that you're not supposed to make sense, makes sense, despite everything saying otherwise... what an impudent and unique creature, you are!"

Paradox walked closer, yet it seemed like he just got further away. Discord continued to ignore the time walker and focus on the TV, munching on his snacks as if he were some frightened child watching a horror movie.

"I'll be back for you, Discord, in due time... but if I were you, I'd be hoping that you escape sooner, rather than when you're supposed to. Save yourself the trouble, of facing my chaos head-on."

[Golden Oaks Library]

Darkness enveloped the interior. It was pitch black, either because the librarian couldn't pay the power bill, or it's usually this dark when no one's around.

"Yeesh, who turned off the lights in here? I'd offer some light, but I don't plan on burning a place down any time soon." Ben stated, fumbling around for a light switch.

"Great, now I have to watch my brother dance in the dark like an utter doofus... good thing my checklist's done, at least." Twilight groaned, sitting down in the dark library.

"I-It's not so bad, most p-ponies prefer to read in the dark a-anyway." Fluttershy stated, stuttering her words a bit.

"Your checklist isn't done yet, though, Twilight." Spike stated. Spike spewed a small green ember out of his mouth, lighting up the area around him and the two ponies a substantial bit, revealing the last objective. "Princess Celestia did instruct you to make some friends, and considering we flanked out on Moon Dancer's party for this, I'd say she has a point."

"Ok, I get it, I made friends before, and now I've become a bit reclusive because of my devotion to get my work done." Twilight groaned irately. "Ben, did you find the light switch yet?"

"I think I just found it. Just gotta turn it on and--"

There was a click. The lights had come on, but Twilight was in a small frantic frenzy the moment she saw that tons of ponies were huddled around them, cheering loudly as some kind of cannon went off, showering the whole place with confetti.

"Surprise!!" The ponies called out. Twilight nearly keeled over, if it wasn't for the fact that Fluttershy kept her from hitting the floor.

"Surprise!!" Pinkie called out, popping in out of nowhere, startling the unicorn yet again. "Hi, I'm Pinkie Pie, and I threw this party just for you! Were you surprised? Were ya? Were ya? Huh huh huh?"

"M-More or less... Ben, I need help!!" Twilight fidgeted.

"I knew this party had Pinkie's name all over it... No wonder I couldn't find her all day," Ben stated, helping his sister calm down. "Pinkie, these are my siblings. Twilight and Spike. Twilight, Spike, this is Pinkie Pie. Trust me when I say this, her surprise parties are a lot more, well, 'calm' than this."

"Nice to meet ya!" Pinkie said enthusiastically, shaking Twilight's hoof in a similar manner to how Applejack shook her hoof, only less violent. "Now enough introductions, let's party till we're purple!... er, well, I guess for you, more purple!"

"Fun." Twilight stated sarcastically.

As the party got started, Twilight found herself back in the company of the numerous mares she had ran into previously, with the exception that Spike and Ben were entertaining the pony populous.

"Well, Miss Twilight, how're you likin' this 'ere party? Pinkie's parties might be a bit too much for some, but they gotta admit, she puts in a lotta effort for these, especially for the newcomers that come to town." Applejack asked.

"It's fine, though I am still feeling kinda jittery," Twilight tried to get her tail to stop shaking and swooshing around, but that didn't help anything. "So, Pinkie thows parties like this, for new people? I thought it was someone's birthday today, or something."

"Nah, Pinkie's got even bigger plans when it comes to birthdays, though it's rare for her to use the party cannon for such a small party such as this. But hey, whatever keeps the party goin'!" Rainbow Dash explained, downing a mug full of some kind of substance. Twilight was rather unsure of herself about the party, mainly because she wasn't much of a party-goer, even when Ben tried to get her to have some fun, she was kinda out of her element. "Hey, if you're worried about what's in the mug, don't worry, it's non-alcoholic cider. The real stuff is going to the real celebration!"

"Fair enough, I suppose. So, how do you all know my brother? You're not into him, are you?" Twilight asked with uncertainty. The four mares burst out in laughter, and Fluttershy went into a giggling fit, which just made the purple unicorn all that more confused.

"Darling, Benjamin is more like a friend to us, rather than a love-interest. Don't get me wrong, there's nothing wrong with him being him, or any of his bizarre transformations," Rarity sipped on a cup of tea and took a deep breath to calm herself. "But, I prefer a stallion with a refined and exquisite taste for the finer and more royal things in life. Somepony who's not afraid to get his hooves dirty."

"If Ben were an Earth Pony, we'd be havin' a very different conversation, but ah'd like to explore my options, don't wanna settle down too soon, or ruin a friendship." Applejack stated.

"Yeah, gotta agree with AJ on this one. If Ben was a Pegasus, then I'd be on him faster than any mare here. But, again, like AJ said, I actually would prefer keeping Ben as a friend, rather than a fling that'll go nowhere and stamp our friendship into the ground." Rainbow Dash explained.

"Benny's more than a friend to me, he's like the brother I never thought I had, till I found out. Considering that Ben is human, and I'm an Earth Pony, well, even I don't have to tell you how that might not work, that or those in the comment sections can have a debate on the probability of interspecies compatibility, but I don't think it would work, at least not for humans." Pinkie said nonchalantly.

"Uh... what they said, works for me too..." Fluttershy said, basically agreeing with the other mares' opinions.

"Well, good to know, not that it matters, I'm sure if Ben was curious enough, he'd want to know what it'd be like, though I don't think it'd be any different from when he turned into a Unicorn, minus the replacing or complete removal of certain appendages." Twilight stated.

Silence, intrigue and a flood of questions filled the five mares' minds, and Twilight wished she could just stop talking.

'Well, this wasn't how I thought this whole thing would turn out, though I will admit, maybe I'll be able to check that last objective off by the end of the night... I just hope that old pony's tale is just that, an old tale.' Twilight thought to herself.

[The Moon's Surface]

"Finally... The barrier keeping me on this deity forsaken rock has weakened!! Tis' time for thine return!! Optical, to mine side!! AAAHAHAHAHAHAHAHAHA!!"

"Yes, My Mistress! The time for your glorious and darkness-ridden return is at hand!!"

Friendship is Galactic, Part 5

A Boy and his Watch
By TheAlienBrony22

Friendship is Galactic,
Part 5

[Town Hall]

As the citizens of Ponyville all gathered for the celebration, Ben kept a look-out for any unexpected surprises that could ruin the event. It seemed like for how many ponies lived in Ponyville, the Town Hall looked like it really couldn't fit every single pony inside, yet the whole town was inside, and it was very spacious.

"Isn't this exciting? Are you excited, 'cause I'm excited, I've never been so excited— well, except for the time that I saw Ben transform for the first time, because that rarely ever happens at all..." Pinkie's excited ramblings soon quieted down as the fanfare began to play.

Twilight looked up towards the sky, seeing the white moon descended slowly towards the horizon like it always did, still with the mythical shadow of a mare painted on its surface. Needless to say, Twilight was still very worried about the legend of Nightmare Moon.

A middle-aged mare soon stepped into the spotlight, looking proud and especially prepared for the celebration.

"Fillies and Gentlecolts," the mare started, "As mayor of Ponyville, it is my great pleasure to announce the beginning of the Summer Sun Celebration.”

The crowd erupted into echoing cheers and applause, all while Ben stepped in and joined the crowd in the festivities. Twilight kept her eyes on the moon, seemingly expecting the worst case scenario to unfold... how unfortunate that she'd be right to expect so.

The mayor continued, “In just a few moments our town will witness the magic of the sunrise, and celebrate this, the longest day of the year, and now, it is my great honor to introduce to you the ruler of our land-"

Twilight's face seemed to pale, her eyes widened as she shuddered in place, getting Ben's attention as he looked to the moon, feeling a similar sensation run through his body. They both witnessed the stars suddenly move closer to the moon, making it flash for a brief instant. The Mare-shaped shadow in the center disappeared.

"T-That's not supposed to happen..." Twilight muttered in alarm.

"Oh for Celestia's sake." Ben gritted, dialing in one of his transformations, catching the attention of several ponies.

"-the very pony who gives us the sun and the moon each and every day, the good, the wise, the bringer of harmony to all of Equestria-” The mayor gestured to Rarity to get ready to pull the curtain open.

The birds readied the fanfare. Everypony was excited. Danger was imminent.

“Princess Celestia!” The melodious fanfare sounded, but as Rarity pulled the curtains open, everyone gasped at the sight... or more accurately, the lack of something or someone to behold.

Ponies around her started yammering in shock as Rarity poked her head behind the curtain looking for the Princess. In a flash of green light, Ben was replaced by Ghooligan, who then unsheathed his razor sharp claws.

“Oh dear, be calm everypony, please, there must be a reasonable explanation for this.” Mayor Mare placated.

"We're past the reasonable explanations... something evil and ancient lurks nearby. I can't even fathom what this feeling is, but it's like darkness... darkness incarnate." Ghooligan floated up and pointed a claw at the empty balcony, "SHOW YOURSELF, WICKED MARE OF DARKNESS!!"

As the strange spectre called out the intruder in question, a dark purplish mist began to take form, billowing over the balcony.

There were a few screams and some shrieking as the mist took the form of a towering black alicorn with metallic blue armor. Her mane and tail swirled around her like an unbound piece of the galaxy, littered with stars within the inky black void. Her teal eyes were slitted, much like a cats as she stared down at the gather ponies, most of them too shocked at the appearance of the dark mare to even move, or not even knowing what might happen next if one of them does something the alicorn doesn't like.

Then it cackled with an echoing malevolence, meeting the spectre's single-eyed gaze. "Interesting, you were able to feel my presence... I'd give you props, but anything lower than I shall be considered commoner's trash. If I'm to return and rule unopposed, then I shall smite you down where you stand!" The alicorn sneered.

"You villainous types are all the same, whether you're common crooks, eldritch horrors, or just a bunch of whackjobs with too much time on their hooves." Ghooligan stated, rushing forward as he tried to swipe his claws at the alicorn, only to be met by a powerful magic blast at point blank range.

The blast sent the spectre back, but in a flash of light, Fourest Fighter landed, cracking the floor upon impact. "So, you wanna brawl, do ya? Fine then, let's see what you got!!" Fourest Fighter jumped towards the alicorn, tackling her through the ceiling as he tried to wail on her with all his strength, only to be constantly blocked by a magic shield.

"Persistent, you're full of tricks, aren't you?" The alicorn asked coyly.

In another flash of light, Fourest Fighter was replaced by Starburner, who blasted the Alicorn downwards to the ground with a powerful flamethrower, creating a crater filled with blistering hot magma, but the alicorn was unscathed, though she was now working up a sweat.

"Hmm, impressive shapeshifting capabilities, human, it'll be grand to know that I'll squash your head beneath my hoof and take the throne once again! Better to come out victorious with one more body to--"

Before the alicorn could get another word out, Starburner came crashing down towards her, and in a flash of light, changed into that strange orange-shelled bug slug thing he unlocked during that movie theatre incident, something Ben decided to call Shellusk.

the alien curled into a ball and crashed right on top of the alicorn's shield, sending out a slight shockwave across the entirety of Ponyville before he was sent back flying, crashing into the dirt as he transformed back into human.

"Pathetic, you really thought you could step up to me, the mighty Nightmare Moon?! What a poor foal," Nightmare Moon made her way into the skies as some kind of strange creature landed on the ground, snarling and laughing. "Optical, he stood no chance, though he did make a valiant attempt. Have your way with it, I shall begin with disposing of the things that banished me before."

"Yes, My Mistress." Optical grunted. Optical got ready to tear the human apart, seeing as how Ben was in very poor condition, that is, until Optical spotted the device on his wrist. Every single one of Optical's eyes went wide as they saw it, having to blink numerous times just to make sure they weren't seeing things. They slowly approached the device, examining it closely, unaware that its red color was now starting to become very yellow.

"N-No way... The Omnitrix? Here? In the hands of some lowly huma-AAAARRGGGHHH!!!"

Optical roared in pain from the sudden surprise attack, then fell to his side, out cold. Behind him, was an angry and very protective Twilight, who fired a single full power magic blast at Optical's back. Twilight used her levitation spell to carry Ben's unconscious body back towards the Golden Oaks Library, with the other five mares following right behind her.

[???]

'Oouuh... my head. I feel like I got ran over by a pony-shaped train.' Ben thought to himself. Ben got up groggily, only to find himself in a strange place. It was some kind of temple, only it seemed to be made out of metal, with these bright green pillars of light and some kind of figure standing at the top, dressed in some kind of ceremonial robe.

'This night couldn't have gotten any weirder, but even I know this just has to be the start of it...' Ben thought as he steadily climbed the temple to reach the figure.

[Golden Oaks Library]

"Are you a spy?!" Rainbow Dash asked skeptically.

"No, I'm not a spy! If I were, wouldn't I have tried some underhanded tactic by now?" Twilight stated defensively.

"Well, we arn't gettin' anywhere arguing, but you must know somethin' about this, right?" Applejack asked.

"Yeah, you seemed to know that mare by her name, what, is there some kind of secret you're keeping?" Rainbow Dash probed.

"I knew something was gonna happen, but I didn't really know what. Ask Rarity, I let her in on what I felt a few days ago." Pinkie assisted.

"It's true, darlings, Pinkie felt a certain way about how something didn't seem like how it was, and I suppose maybe this feeling was either coincidental, or very specific for Nightmare Moon's sudden return," Rarity explained. "At first I thought she was pulling my leg, but this just seems a bit too coincidental to be a coincidence."

"Look, everypony, I read all about the prediction of Nightmare Moon," Twilight explained, "I also read about some mysterious objects called the Elements of Harmony, and from what I read about them, they are the only things that can stop her. They were once wielded by Princess Celestia, so if we find them and use them to fix this, maybe everything'll be fine... that is, if I knew where to look."

"You think this book about them will help us?" Pinkie asked, holding The Elements of Harmony, a reference guide, in her hoof.

"How in Celestia's name did you find that so fast?" Twilight asked, snatching the book from her hoof.

"It was under 'E'!~" The pink pony said in a singsong tone.

'I'm so going to properly re-organize this whole library when this is all over,' Twilight thought to herself with a bemused expression.

Twilight flipped open the book looking through it as the others gathered around her, until she stopped on one of the final pages of the book. "Let's see … there are six Elements of Harmony, but only five are known. Kindness, Laughter, Generosity, Honesty, and Loyalty. The sixth is a complete mystery, but only when the spark is created between the five elements, only then will the sixth element show itself. It is said that the last known location of the Elements of Harmony was in the castle of the royal sisters. The castle is located in what is now known as… the Everfree Forest?" Twilight concluded, raising an eyebrow.

"Somehow, this doesn't surprise me. The Everfree's full of terrifying monsters and dangerous plants, so it's no surprise that these 'elements of harmony' are gonna be guarded by some terrifying things... but, since the royal guard just went fubar, we're the only ones who can go after them... that is, unless we can wake Ben up and let him in on everything." Dash stated, gesturing to the still unconscious human.

"I wonder what's going through his mind right now--"

"We don't have time," Twilight grabbed the book and made her way to the door. "We have to stop Nightmare Moon. If we don't, we'll be stuck in eternal night forever!"

"As much as ah think Ben'll help us out, we can't just wake him up... C'mon y'all, let's go stop that shadow clad tyrant once an' fer all!" Applejack stated.

The other mares nodded as they made their way to the Everfree Forest, unaware of the small cloud of ethereal star covered magic eavesdropping on their conversation, only to then retreat into the Everfree unnoticed.

[???]

Ben felt like it took him hours to get to the top of the temple, but he finally got there, and managed to get a closer look at the figure. Before him was a teal stallion, dressed in white, green, dark purple and black robes, clad in golden armor, and with eyes similar to that of Nightmare Moon, only a more vibrant green color. Yet, the Omnitrix's symbol is prominent on the stallion's flank, with the odd addition of six gray identical gems surrounding it.

"Ahh... Benjamin Sparkle, we finally meet. I thought we'd meet after the defeat of Nightmare Moon, but I suppose somethings must change for there to be any real change." The stallion said cryptically.

"This night just keeps getting weirder and weirder, who are you and where in Tartarus am I? How did I get here and can you send me back?" Ben asked. The stallion chuckled a little bit and cracked his neck.

"Eager to go home, are you? Well, that I can help with. Just take a step back, these portals tend to be very fickle." The stallion cautioned. Ben stood back as the stallion's eyes glowed a bright pink, moving his front hooves in such a way as a portal opened up.

"Awesome! Thanks for the help, mystery stallion dude, now to go sto--"

Ben stopped in his tracks and lost his words. The portal revealed a world on the other side, but it wasn't a world he was familiar with. The world on the other side was populated by more of his kind, what he was, human. Among these humans were two individuals in particular. One was an older man who developed a bit of a pot belly, has long gray hair, a look of loss in his eyes, and a slightly untrimmed gray beard, all while dressed in a red hawaiian shirt. There was also a woman next to him, reading some kind of small book, draped in vibrant orange hair, blue and white robes, sneakers, and seemed to have the same green eyes as he did.

Ben felt his mind get fuzzy and nearly lost his footing, he felt like he should go into the portal, but he knew this wasn't where he wanted to go. Yet, something deep within him compelled him to try reaching out, yet he couldn't muster the strength, nor the courage to try. He just stared.

"Is something the matter, Benjamin? Go on, step through. You'll finally be back home. I thought Paradox had finally snapped, considering the imbalance of temporal power, but if you're here, then this means things can go back to--"

"This isn't home." Ben uttered, facing away from the stallion.

"Excuse me? Of course it's home, look, your grandfather, your cousin, they've been looking all over for yo--"

"Did you not hear me? This. Isn't. HOME!!" Ben yelled out, his voice echoed across the strange location he found himself in, almost causing the place to shake.

"You-- What are you-- Oh... Oh, now I understand," The stallion closed the portal, his eyes returning to normal. "You're talking about going back to Equestria, aren't you?"

"Yes, of course I am! My friends and my family could be in serious trouble, and I need to get out of here, whatever and wherever is here!" Ben whipped around, looking a bit mad and impatient, "Now send me back home!"

"... I'm afraid I can't do that. There's a bit of a hitch to my capabilities. As I stand before you as a stallion, my ties to Equestria are very... complex. While I do have the power to send you back to Equestria, it won't work like how you think it will, especially when you consider where we are right now." the stallion stated in a cryptic yet somber tone.

"And what in the fresh fires of Tartarus is that supposed to mean?!" Ben asked, getting more irate.

"Just look up, and I'm sure you'll put the pieces of the puzzle together in a few seconds." The stallion answered.

Ben looked up, only to see a huge shining hourglass symbol above him, one that matched that of the Omnitrix. Ben looked all around, seeing that some of these odd temple-like structures were made of black, gray and/or white metallic materials, each one having a version of some kind of creature that Ben has become before, only dressed in some kind of special version of ceremonial garb, clad in the same colors.

"I think I have a theory on where I am, but how about you tell me, just so I can confirm or deny it," Ben said, looking back at the stallion.

The stallion removed a robe from his head, showing a unicorn horn. "Yes, you are inside the Omnitrix, Benjamin Sparkle."

"And that was my theory... though, it looks a bit different from when I was inside it last. What happened?" Ben asked.

"It was never intended for the wearer to do such a thing, not without activating certain functions. But, when the Omnitrix began to adapt to the magic of Equestria, the inner-machinations of this device began to become something more. Something that embodied a sense of oneself. Something that felt like... harmony. The Omnitrix normally can't process, let alone compute the concept of magic, but the moment the Omnitrix and you, its wearer, were brought to an unknown and very unfamiliar world, rich and comprised of magic, a secondary mode was activated... Adaptation Mode."

"I'm not sure I follow..." Ben said cautiously.

"As much as I'd love to explain this to you, we don't have the time. But, I'll leave you with some words of wisdom," The stallion took a deep breath and sighed. "Be not afraid, Benjamin Sparkle. Do not fear the wicked words of Discourse, nor should you listen to the warped forewarnings of a living Paradox, do what you feel like should be done, but consider everything before making a drastic choice." The stallion warned.

Before Ben could press any further, the whole entirety of the Omnitrix began to glow yellow, showing a new temple being made, with a new creature joining the ranks. A bipedal bat-like creature with numerous eyes on its body, huge bat ears, and a lack of any eyes on its face.

"I believe it's time. We've kept you here long enough, and time is of the essence. Go to the center, and we shall let you go." the stallion stated, pointing to the huge glowing platform.

"Ok, got it... also, what do I call you?" Ben asked.

The stallion smiled. "That, is up to you, and you alone. After all, I do see potential in all that have it. Fare thee well, Benjamin Sparkle. Till we meet again, that is."

Amused by that comment, Ben nodded and rushed towards the center, climbing up onto the platform as he heard some kind of chant from the other creatures. Then, Ben saw everything turn into a blistering bright white light.

[Golden Oaks Library, an hour after the six mares left]

Ben snapped his eyes open, sitting up quickly as he looked around. He was partially alone within the library. He heard a small bit of snoring, and checked to see that it was Spike, sleeping comfortably.

'Let's do this.' Ben thought to himself, a look of sheer determination and strong will in his eyes. Ben wrote down a couple notes for Spike to find and placed them right next to him. Ben then ran downstairs and transformed into Beelzebeast. Once he picked up the trail, he knew where he was going.

Next stop, The Everfree Forest.

Author's Note

Ok, so, interesting chapter so far. I definitely took a risky shot at really diverging from canon with this one, so this'll be interesting, to say the least.

Friendship is Galactic, Part 7

A Boy and his Watch
By TheAlienBrony22

Friendship is Galactic,
Part 7

[Everfree Forest]

"So, we've been at this for a good few hours. We survived a collapsing cliff, faced a Manticore, and laughed at a bunch of trees. If I had to give this night a score, five out of ten. Too weird, kinda action packed, ended kinda sappy." Dash stated.

"Don't rate it so low so soon, Dash, the night's not over yet, and it may never end if we don't stop Nightmare Moon." Ben remarked, lightly tapping Dash's shoulder with a grin. "Besides, I found it pretty nice to have a couple moments of levity, gets me in the right mood to stop the bad guys. Admit it, you feel a little better."

Dash smiled and rolled her eyes, only for the both of them to nearly trip over their own friends.

"Hey, why'd we stop--" Before Dash could get another word out, the sound of cascading and raging waters was heard, showing the river as it splashed around in a tyrannical manner. It was a rolling mass of white-ish blue water, surging over the banks and casting water high up into the air as waves constantly crept up the coastlines, splashing out at the ponies and the human. Stones broke off and thrashed around in the water. Looking down the river, they only saw more of the same, with a few stray branches getting forced into the ground. It was like chaos in its wettest form. "Oh, that's why."

"Eyup, we're gettin' closer to that castle." Applejack stated.

"At least we found the river... but uh, how do we get across without getting caught in the waves?" Pinkie asked.

"Why is this small river even getting so erratic, anyway? Is it the everfree doing this, or is it something else?" Ben wondered.

"Maybe Fluttershy and I could fly you guys across. Ben could probably make it on his own or could even help get you across, so it'll be worth it... wait, what is that sound?" Dash looked down a little ways of the river, and soon enough, everyone heard the sound of something or someone crying, but it was barely heard over the raging river.

"Whatever or whoever it is, they might need assistance." Ben stated, running towards the sound.

"Leave it to my brother to try and help others. C'mon, let's go." Twilight stated as they followed behind him.

After a bit of moving through bushes, brush, and snapping away a few of the tree branches and vines that got in their way, they eventually came towards the origins of the crying.

A gigantic purple sea serpent thrashed in the center of the river, his massive form was throwing out waves from his body, the turbulent mass of the serpent was the clear source of the rampaging river. Atop his head was a well styled if flamboyant orange pompadour and half a curled mustache sprouted from his muzzle.

"Of all the stranger things I had to encounter tonight... this takes the cake," Ben remarked, surprised.

The serpent wailed and cried as they watched, going on and on about something as the group looked on. "Oh what a world, what a world!?!!?" The serpent wailed, thrashing and causing more chaos in the waves of the river.

"So he's the cause of all this?" Dash mumbled. "And here I thought my parents were known for carrying on."

"Well, he is a Sea Serpent. Most sea-dwelling creatures have a natural tie or two to the many bodies of water all over Equestria, even outside of Equestria's boundaries they roam and have some control over the waves." Twilight explained.

"But why is this feller cryin' his eyes out this much?" Applejack asked bemusedly.

"Well, why don't we ask him?" Fluttershy suggested.

"She's right, after all, sooner we figure this out, the sooner we can stop that psycho alicorn," Ben walked up and took a deep breath. "Hey mister!! Is something wrong?"

The serpent opened his tear-stained eyes and finally took notice of the group, trying to compose himself. "Well I don't know, I was just sitting here minding my own business when this tacky little cloud of purple smoke just, whisked past me, and tore half of my beloved mustache clean off." The serpent whined, showing the piece of his stache was indeed hacked off and missing. "And now I look simply horrid!"

Before any of them could respond the serpent fell over into the water wailing, a great wave rising up from the impact and sloshing over the lot of them. The six ponies were slightly less than thrilled about the sudden dunking, but Ben didn't seem to mind that much.

"Well, this is the oddest reason I've ever seen someone have a fit over," Ben remarked, spitting out a bit of river water as he sat under a tree, watching as everything unfolded.

"Never have I been so angry to contemplate on just going home and forgetting about saving the world." Rainbow growled.

"That's why yer havin' such a conniption?! Over a bit of facial hair?" Applejack grumbled.

"Why of course it is, how can you be so insensitive?" Rarity interjected, stepping forward towards the edge of the water the serpent poking his head out to look down at the mare.. Ben raised an eyebrow in confusion. "Aww just look at him, such lovely luminescent scales!"

"Oh I know..." The serpent pouted.

"And your expertly coiffed mane, a daring but confident style!" Rarity continued.

'Rarity's being Rarity... why do I feel like this isn't gonna end well?' Ben thought to himself.

"Oh I know, I know! Mare, it takes days to gather the confidence for a serpent like me to have such a wonderful style!" The serpent agreed.

"Your fabulous manicure, Darling!~" Rarity continued to pander as the other ponies continued to try and dry themselves off, and still be confused by what exactly was happening.

"Honey, it's so truuee!!" The serpent stated with a laugh.

"All of that, ruined without your beautiful mustache! While I must say, every look has something pulling it together, your moustache was just another factor!" Rarity concluded.

"It's true I'm hideous!! I could never show my face without my moustache, what can I do?!" The serpent screamed falling back into the water flailing.

"I'm more confused than a prankster during April Fool's day right now." Applejack admitted.

"Rarity's being Rarity, but I feel like that's not gonna last any longer... I haven't the slightest clue as to why though." Ben responded.

"I simply cannot let such a crime against fabulosity go uncorrected!" Rarity proclaimed.

"I'd be mad and very confused right now if I didn't know beforehand that Fabulosity was actually a real word in the Equestrian dictionary." Ben groaned.

The group watched as Rarity suddenly bit the serpent and yanked, tearing free a scale. the serpent wailed as it rubbed where one of its scales was plucked off.

"OUCH!! What was that for!?" The serpent wailed in confusion.

"This!" Rarity stated, holding the scale in her teeth. Rarity then brandished the scale like a blade, lifting it high over her head and bringing it down in a quick slash. Everyone was aghast, especially the serpent, who reared up with a scream, flailing in the air before falling over as if he had just been slain.

The others stared on in shock. Rarity's tail had been cropped short by the impromptu blade. She tossed the scale aside and used her magic to pick up the remains of her tail and brought it over to weave it in with the remains of the serpents mustache again, giving the Sea serpent a matching mustache, only with one side being purple.

The serpent however was clearly overjoyed given his overly loud giggle and flailing about. "My Moustache! It- It looks so much better now! Clearly you're a true fashionista, my little pony! Only someone with a true eye for fashion can know that a normal moustache is fine, but a moustache that has no matching qualities or feel at all, a look that isn't like any other, is a trend-setter!!~ How wonderful!" The serpent laughed, admiring his new moustache.

"You look smashing, darling! And don't flatter me, you're the one who'll be turning heads!" Rarity commented.

"Uh... Rares? Your tail..." Ben commented, wincing at the sight.

"Hmm? Oh! That's nothing, short tails are in this season anyhow..." Rarity placated. "Besides, it'll grow back, and it'll look more fabulous than ever when it does! After all, giving something up isn't like I gave up, it's more like just showing a bit of Generosity."

"So would the mustache, but okay." Rainbow muttered.

"Well we can cross now ah suppose, but now the question is how?" Applejack wondered.

"Alright let's--" Twilight was interrupted by the sudden motions of the serpent.

"Tut tut. Allow me." The serpent then began to shift around, stretching his body straight across the river as he made a bridge with his body. "Come along, don't be shy!~"

Wasting no time the group scrambled across the bridge to the other side. Ben carefully followed as he jumped to dry land and looked back at the serpent. "Thanks, serpent dude! Hope things go well for ya."

"Anytime, and please, call me Steven Magnet! Everyone doooeeess!~" Steven called out in a singsong tone. As the ponies finished waving goodbye to Steven, they made their way back into the woods and back on the path.

As they kept walking, a thought suddenly came to Ben's mind. He wasn't really sure what exactly put this idea into his head, but the more he thought on it, the more he felt uncomfortable with what that insinuated.

"Hey, crazy idea just came to me... You ever get that feeling you're being watched, but you don't know by who... or what?" Ben asked.

"Come tah think of it, ah have been feelin' that since we came into tha forest. Why ya askin'?" Applejack asked curiously.

"Well, think about it. A part of my theory on Nightmare Moon is that while she is an alicorn, she seems very... weak, despite her strength," Ben wondered.

"What're ya talking about, man?" Rainbow asked.

"You ponies nearly faced death a couple times tonight, whether it be by landslide or eaten by manticore. Even overcoming certain obstacles with either a positive outlook or with a more constructive solution," Ben continued, stopping as he thought more and more on everything that happened recently. "Didn't Steven say some kind of weird cloud of smoke was the thing to Knick off a piece of his moustache?"

The ponies stopped and looked at Ben, each one curious as to where the human was going with this. "Before I came barreling down that path and Twilight fell on top of me, I did see some kind of odd cloud thing going the opposite direction of the cliffside that just collapsed. It went ahead of you girls, and moments later, a Manticore has this weirdly spotted thorn in its palm and it attacks us. Then, I could swear there was something in the dark following us before those freaky faces appeared on those trees. Then, there's the incident with Steven Magnet. Call me a skeptic, a nutcase, or a kook, but something isn't lining up and I don't like it."

"Ben, are you insinuating that Nightmare Moon has been toying with us this whole time?!" Twilight asked.

"It's either she's toying with us, or these weird tricks she's pulling are all she can do. Think about it, Two alicorns battle it out a thousand years ago. Celestia came out on top, and Nightmare Moon was banished to the moon for those thousand years. After all that time, it seemed like she was weakened by her time in banishment, and when she came back, she still seemed plenty strong during our first little fight back in town, she knocked me out like it was nothing." Ben remarked.

"So, is she actually toying with us because she finds it more fun this way, or is she just super weak from a thousand year old battle?" Pinkie asked.

"I don't actually know for certain which it might be, but I know for a fact that she's worn out, but not worn out enough to not cause a bit of mischief for seven wayward souls who're trying to stop her," Ben looked to his sister, determined. "Twilight, back me up here. Even an Alicorn can use some pretty basic spells to do some of the things that happened back there, couldn't they? After all, why still have us alive when she could've probably just turned us to ash at any moment?"

Twilight took a long moment to process everything. She was silent, mulling over which possibility it could've been in her head, but while she didn't have that much of an answer, she at least knew Ben was right. Celestia could raise and lower the Sun and Moon, and that was after Nightmare Moon was banished, but if that was the case, why wasn't Celestia here now, helping or even taking the fight to Nightmare Moon herself, let alone send a few guards?

"Remember that dream I had, the one that felt exactly like this? It's even more so, now! I can barely remember what it was about, but this feels too convenient. Celestia's out for the count and missing, Nightmare Moon's on the loose after a thousand years of banishment, something just isn't sitting right with me about all of this..." Ben groaned and rubbed his temples, trying to think on something else that seemed important, but failing to recollect on it. "I feel like there's something else I need to remember, but I need a bit more time to figure that out, just level with me here and keep this in mind for when we eventually face this nightmare head-on."

"Don't worry, Ben, you at least gave it a good shot. Plus, you did have a few fair points on the whole 'Wicked Mare of Darkness' thing, but even if everything you said was true, it seemed like Nightmare Moon had more than just one connection to Celestia. Maybe we'll figure it out as we press onward." Twilight stated, turning around to see the Castle in the near distance. "C'mon everybody, we have a world to save!"

As the heroes moved onward, a dark shadow slipped out of one of the trees, hurrying to catch up with the group. It whipped through the air looking like a purple little star filled cloud before it rushed off into the night after the group.

"I'm not sure I follow. How does someone with such uh... a poor vision condition still get the job to tend to weather control?" Twilight asked.

"Do I have to explain it every time or are you messing with me? I have no idea how she got the job, but she does well at it. Most people with two working eyes can mess up every now and then, even I can mess up from time to time, and time again, but Derpy, her eyes can't physically allow her to look straight at all. If and when we get out of here, I gotta ask her how she does it." Dash explained.

"We're really having this discussion, huh." Ben sighed and rubbed his face. "Dash, cut Derpy a break, sure the mare can't look straight half the time, but you gotta admire how she's willing to take such an important job, and still keep it despite her condition. Despite her name suggesting otherwise, she's got quite the skill to work on the weather like she does."

"I'm aware, and I'm not putting her down because of it, but it's not like I know how to compare when she can do the job, and half the time I can't." Dash remarked.

"Me thinks you got issues, I just don't know which issues. I say talk to her normally, and then subtly bring it up, just don't overwhelm her with questions, I think she's got like a case of mild anxi-- Ahh!!!"

Ben was pulled backwards, seeing that the path came to an end, with a rope bridge being untied and unused, in whoever knows how long. Beyond the other side of where the bridge would be their destination, the castle.

The seven of them gazed out over a mist filled chasm towards a crumbling castle on the other side, looking on in awe. Despite how the castle was in a state of abandonment, ruin, and was also slightly damaged by the passing of time, the mist floated and drifted around the castle, obscuring the other side at times rolling over the area, like an incredibly dense fog, and it just seemed glorious.

"That has to be one of the most awesome, yet most intimidating castles I have ever seen in my life." Ben remarked, smiling at the sight.

"Yup, this is it, the back side of the castle. Coulda sworn this path led to the front, but beggars can't be choosers, especially right now." Applejack said. "Falls are what's making all the mist, the river plunges down into the gorge that's around the other side of the castle. Now, where in tarnation is the bridge?"

"I see it, Applejack! Looks like it fell." Pinkie pointed down into the mist.

"It looks undamaged... either someone was dedicated enough to go down there and repair the bridge, or there's some kind of enchantment on it. I know Canterlot had enchantments on every single building once they found out it was me behind the alien crusades I used to do, so that way, nothing got broke anymore by me, or required fixing, just required reinforcing." Ben guessed.

Twilight's horn glowed for a few moments, then died down. "Ben guessed right, there's an enchantment on the bridge. There's another enchantment on what might be a door leading into the castle, but we can worry about that till we get across." Twilight concluded.

"But why would the bridge collapse now if it had an enchantment on it?" Fluttershy asked.

"My theory's starting to hold more water with instances like this. Could be Nightmare Moon's doing, sabotaging any further attempts to get closer so we can stop her plans." Ben theorized, looking at the thick wooden poles that held the bridge up in suspension, seeing a couple cut marks on the ropes. "Yep, definitely sabotage. Classic villain technique, and Twilight thought comic books wouldn't teach me anything. If it taught me anything, look for the finer details, this is a classic villain's modus operandi."

"...You read Mom's novels once, didn't you?" Twilight asked with a sly grin.

"Anyways!" Ben stated sternly, his face getting a bit red with a nervous smile. "What I'm saying is, someone's gonna have to go down there and somehow re-suspend the bridge so we can get across and end this nightmarish night once and for all."

"Oh, that's what you meant. Don't worry, I got this!" Rainbow Dash then leapt off the side of the ledge, spreading her wings as she dove into the mist.

"Be careful, Dash!" Futtershy yelled quietly.

After what felt like an hour, Rainbow Dash quickly flies back up into view, pulling up the other end of the rope bridge lifting it up to the other side of the chasm. She looped one section around the stone before flying back across the chasm to the group. "Hey AJ, can you lend me your rope? I wanna make sure this is on nice and tight!"

"Sure thing," AJ tossed the bunched up rope. "Hows it look? Was it sabotage, or was it just gettin' old?"

"Oh, it was definitely cut. Ben called it, so we might wanna be careful of any other nasty surprises." Dash smirked as she darted back to the other side.

"Just don't take too long, otherwise I'm coming over there! That's a Promise!" Ben shouted.

The group watched as Rainbow Dash managed to secure part of the bridge before she stopped and turned to something behind her.

"What is she doing?" Pinkie asked as Ben dialed in one of his forms.

"Something risky. Faust damn it, Dash." Ben groaned under his breath. The fog was starting to get thicker and denser, to the point where they almost couldn't see the pegasus.

"Y-You don't think that--" Twilight was blinded by a flash of green light.

"That Nightmare Moon would try to pick one of us off for easy pickings, in hopes of deterring us from stopping her? Yes, yes I do think that. Now give me some room, I'm gonna get risky." A new voice called out. As the green light died down, a familiar form stood in Ben's place.

Standing at nine feet tall, was Ben's dragon form. Clad in dark teal-violet scales, the fleshy part of his body being a deeper and fluorescent magenta color. The dragon's yellow-green eyes snapped open, the pupils becoming slit, and a couple scaley spines grew from the dragon's back. The fins on his head, were more like a maroon kind of red, and the Omnitrix's emblem formed on the same black and white armor guard that had formed on the dragon's shoulder.

"I'm going over there, and whatever's going on, I'm gonna stop it." Shinzilla gritted through his fangs. The dragon leapt off the ledge and dug its claws into the rocky wall of the other side, stopping his descent as he climbed his way up.

"Rainbow..."

"Who's there? Come out, now!" Rainbow Dash demanded, hearing something, or someone the roiling mist calling her name. "I'm warning you, buster, I'm not scared of you, so show yourself!"

"We have been eagerly awaiting the arrival of the best flier in Equestria." the voice stated, oozing with charm.

"Who? You're obviously not talking about me," Rainbow Dash blinked.

"Indeed, we are." The voice inclined.

"Look, flattery and compliments can only get you so far, but if you were to tell that to the Wonderbolts, I wouldn't exactly mind," Rainbow smirked at the idea, but remembered why she was here. "but I got a long ways to go before I'm the best flier. Now if you'll excuse me,"

"No Rainbow Dash, you misunderstand," There was a sound of hooves as a trio of dark forms galloped out of the mist. Rainbow was astonished by the costumes they wore, the black and purple uniforms the trio were wearing, though the gold goggles seemed a bit pretentious and creepy, but still, the outfits looked fantastic. "We are the Shadowbolts, Rainbow Dash, and we want you... to join us."

"We are the greatest aerial team in the Everfree, soon we will be the best in all Equestria, if there wasn't a small problem with our plan." the smoke colored mare spoke. "We need a new captain, and we want you to be that captain."

"As tempting as that is, if it means I have to see you smile everyday, then not interested. Plus, I'm already trying to get on a better team, and my friends come first. Thanks for the offer, but my final answer's no." Dash explained.

"What a shame... you would've made a great captain, Rainbow Dash..." The smoke colored mare lamented, bringing a slight smile to Rainbow's face, "But, I know something else you'll be great at being... A Corpse! Kill her-- AAAGGHHH!!!!"

Before the mare could even finish her command, a stream of shimmering yellow-green flames enveloped the mare, turning her into a misty dark smoke cloud that began to retreat to the castle. The other two ponies turned around, seeing a wingless dragon, towering over them. They began to cower at the sheer stature of the dragon.

"G'day, mates. I'm feelin' like some Shadowbolts, kebab style tonight!" Shinzilla gruffed in a low-toned thick Australian accent, then letting out a loud, echoing roar, only to then fire a few fireballs at the ponies. They dodged the attacks and Dash scrambled to get to the dragon's side, noticing the Omnitrix's emblem being worn by it.

"Huh, Dragons too? Just how many guys can you turn into, anyway?" Dash asked.

"Not the time, Dashie, get the rope tied and I'll keep these buggers off yer tail!" The dragon spoke out. Dash smiled and continued to tie up the rope while the other ponies rushed forward.

Shinzilla swiped his claws at one of them, scarring them a fair bit, then swatted them to the ground with his tail, turning it into another one of those strange smoke clouds that retreated to the castle. Shinzilla took a deep breath, and as soon as the last Shadowbolt stood still, Shinzilla unleashed a powerful torrent of fire, incinerating the pony as it turned into the same smoke cloud and ran off to the castle.

"Rainbow! Are you alright?" Twilight called out, running towards the pegasus and squeezing her in a hug.

"Yeah, yeah I'm fine. Though, I might not have been any longer, if Ben didn't come out of nowhere and turned those guys into a barbeque," Dash looked at the dragon, who smiled, showing off his sharp fangs. "Man, how did you keep A Unicorn and a Dragon form from us for this long!?"

"I wanted it to be a surprise, you would've seen Warlock Trot firsthand at the celebration when I did a Potential Reading booth, but unfortunately, we wouldn't be out 'ere if somethin' didn't go horribly wrong," Shinzilla explained, "As for Shinzilla, I was gonna show this scaley bugger off durin' the aftermath of the celebration, but of course, nothin' ever goes to plan."

"I must say, I'm surprised at how... well, ferocious you were, what was that about?" Rarity asked.

"Natural Dragon instincts. Gotta show that stupid alicorn yutz who's the baddest one 'ere somehow." Shinzilla stated, tapping the Omnitrix as Ben was returned to normal in a flash of red light.

"So, what did those ponies even want?" Applejack asked.

"They wanted me to be their new captain, but I declined. My friends came first, and I'm already trying to join the Wonderbolts, what's the point in joining some blatant rip-off team? It definitely didn't help their case that they tried to kill me, but again, good thing Ben stepped in before they could try." Dash explained.

"You refused to join their team, for us? I'm glad you did, but I'm also kinda surprised, myself." Applejack wondered.

"Don't hurt yourself, AJ, I did it for all of us. I couldn't just leave you guys hanging like that, I know where my Loyalty lies." Dash remarked.

"Everytime I roasted them like Hearth's Warming dinner, they turned into that same weird smoke cloud, and by this point, I think it's confirmed that Nightmare Moon is worn out from her fight with not just Celestia from a thousand years ago, but from her recent fight with me," Ben cracked his knuckles and looked towards the mares. "If she was trying to kill one of us now, she's getting desperate, hope this doesn't end in destruction, or eradication. Who's ready to face the final boss?"

"We're as ready as we gotta be. No more messing around, the day shall rise again! Let's do this!!" Twilight said with a confident smile.

"It's time to kick flank and chew gum, and I wasn't prepared enough to bring any for us, but I'm still ready!" Pinkie cheered.

The mares and the human looked towards the dilapidated castle, and began to move forward.

'Let's see if my theory's correct.'

Friendship is Galactic, Part 8

A Boy and his Watch
By TheAlienBrony22

Friendship is Galactic,
Part 8

[The castle of the two sisters, ruins]

"Did you really have to brute force the enchanted door, Ben?" Twilight remarked as the ponies walked through the entrance, stepping onto the door. "Really, it didn't even seem necessary."

Fourest Fighter stepped inside with the ponies as he tapped the Omnitrix and returned to normal. "What can I say, I like to make my presence known to criminals and scumbags. Used to do it all the time back in Canterlot, but after that shoggoth zombie theatre incident, there hasn't actually been anything else to do, especially since the royal guard have cracked down on tightening and reinforcing security, so they kinda no longer needed me, plus I'd rather not show off my powers... but who would willingly flaunt their strength when it isn't needed?" Ben explained.

"Sweet Marlene," Applejack uttered looking up at the massive hall of the castle. Even with the ravages of time and the wilds against it , the castle was still an imposing place. The roof in this area had long since blown off in a storm leaving the night sky in full view above them, a chilling reminder of what awaited forever if they failed. The large windows of the room were destroyed and plants creeped into the building hugging the walls and pillars.

"Okay, so this was only an out building, a back door into the castle that the public was not likely supposed to ever see. Every castle must have one of these, just in case it was ever right to run from a destructive invading force." Twilight remarked.

"If that's the case, it's kinda odd that there's a big ol' statue in the middle of the room." Pinkie said, pointing towards said statue.

Twilight blinked as she looked up at the statue curiously. Plant life covered it and it seemed to be a large planet with rotating arms that circled with seven smaller moons around it. The arms were fixed and the large planet featureless, though the seven moons... Six Moons? She could have sworn there were seven when they walked in, but there's only six elements, and only five of them were known. Twilight felt her head spinning, but she decided to just get on with this. The six orbs had a gem shaped design on each of them. She had seen this device before back in the library. She knew exactly what it was.

"Something doesn't feel right..." Twilight uttered out.

"Huh?" Ben questioned. "Is there a problem, Twi?"

"This statue was in a drawing in the book about the Elements of Harmony, but there's gotta be some kind of mistake..." Twilight explained, not comprehending what exactly was up. "There aren't seven elements of Harmony... are there?"

"So these are the Elements, huh?" Applejack questioned, examining one of the moons. "Oddly convenient, thought it'd be tougher."

"There aren't supposed to be seven, right Twilight? The book did say there were six, and only five of them were known... and yet, that sixth moon is really throwing you for a loop," Dash asked, feeling skeptical. "If I were a betting mare, I'd say this screams trap to me. Nightmare Moon probably planted a fake, and the moment it interacts with the elements, it might stop them from working altogether."

"I dunno, Dash, I feel like Nightmare Moon wouldn't be strong enough to make a fake element, need I remind you of the parlor tricks she's used on us on the way here?" Ben countered, examining the sixth moon closely. "It doesn't feel fake, certainly doesn't look fake either, looks exactly the same as the other five, but then again, I wouldn't know the difference between one pebble you could find on a farm, and a pebble you could find in an ocean trench."

"Well, the sediment on each stone is fairly different, but it's all the same stone type. Plus, if you wanted my opinion on the statue that these things were on, it's too new," Pinkie moved towards the base and poked it with her hoof. "The rock around the base looks like some kind of cement was used as a type of adhesive to keep it down, and that's recent, like, several hours ago recent."

Twilight looked at the pink pony curiously, but noticed everyone else, including Ben, just seemed to accept that as normal, till Ben crouched down and whispered into Twilight's ear.

"She was born on a Rock farm, and worked on that rock farm. We were surprised, too, but it does kinda make sense. She can explain it to you later." Ben whispered.

"Here's the thing, Pinkie, it's just not that new, though. See those strange velvet-soft pieces of white on it, that's what kind of web-like silk the star spiders spin. Star spiders basically are attracted to anything old and use said old thing or old place to build their nests, like most insects and bugs." Fluttershy pointed out. "Look, if you check the corner of one of the statue's arms, there's an old dirt dauber nest, showing that this statue really has been here awhile, most likely since spring."

"So it's not a trap, but I'm not convinced that it isn't." Dash asked, easily lifting one of the moons and carefully getting it onto the ground.

One by one, the six moons were now together, and the only thing now, was to somehow make them activate.

"Dash, I'm just as skeptical as you. The book said that when the five are present a spark will cause the sixth to appear, but there's already six. I'm at a loss, but we don't have much time left. I need to run through a few spells and I don't know what will happen if there's some sort of defense.” Twilight stated as she lay down before the orbs. “You might want to give me some space, just in case. I don't want you caught in one of the spells and you accidentally get hurt, or worse."

"Alright. Come on ya'll let's let Twilight figure this out, and once she does, we save the world." Applejack stated. Ben stayed back for a moment, looking at his sister working hard to reactivate the elements, but something just made him feel like he had to stay with her, but he didn't want to break her focus, so he left with the other ponies.

Twilight watched as they left before turning her full attention to the orbs. Her horn glowed lightly as she ran a number of scanning spells over them looking for any hints that they were anything other than balls of rock.

Back outside, the ponies waited patiently for Twilight to figure something out, but Ben was already cycling through his transformations, even seeing a new one he didn't recognize before, some kind of robust eyeless creature with a bunch of eyes on its body.

"You're all eye and have plenty of ear to spare, but you'd probably be useful... I think I'll call you, All Sight." Ben stated quietly. Ben tried to think back on the obstacles, as well as the names of the elements, but he tried to recollect on when he first learned about the elements. There had to be something he was missing from all of this, but for some reason he couldn't focus on it.

[8 YEARS AGO...]
[Ponyville, Antique Emporium]

As a young Ben sits in one of the chairs, completely bored, Nightlight seems fixated on some kind of old painting. It showed a white alicorn facing off against a black alicorn draped in dark violet armor. Below the fight, it showed seven individuals, six of them looking like ponies, and the other individual didn't seem all that clear, but it showed them blasting some kind of off-color rainbow at the black alicorn. Ben's interest was piqued, as well as his curiosity.

"Hey dad, what is this painting talking about?" Ben asked, walking over to stand by his side as they both looked at the painting.

"You sure you wanna know, Ben? It's a bit of a lengthy tale, but I can shorten it down to what you would've learned about when you got to high school, if that's alright." Nightlight said, looking at the human boy.

"Yeah, I'm actually pretty curious, and the bottom part of it piqued my interest too." Ben responded, gesturing to the odd piece on the tapestry, almost seeming like it was burned a little.

"Well then, I'm glad you asked, Ben, this is ancient Equestrian history, but it seems like from the looks of the bottom portion of it, someone up and scribbled on it and tried to make it look official, Let me explain." Nightlight stated, watching his son get himself comfortable.

"Nearly a thousand years ago, say like, nine hundred and ninety-two years to be accurate, there used to be two princesses that ruled Equestria together. One raised the sun, and the other raised the moon. It was foretold that this other princess, whoever she was, had grown jealous of the princess of the day because ponies reveled in the sun's light, but showered no praise for when she made the night look beautiful. This princess let anger and jealousy dictate her every move from there on out, until she finally tried to seize control over the sun and moon for herself, and the princess transformed into a wicked mare of darkness, simply known now, as Nightmare Moon. The princess of the day couldn't face Nightmare Moon alone, but there were six magical individuals that could, and when they united, they defeated Nightmare Moon, and banished her inside the moon, hence why her likeness is visible for all of pony kind to see every night. These six individuals, were known as the Elements of Harmony." Nightlight explained.

"That sounds so awesome, how does the story end, dad?" Ben asked, looking mesmerized by the story.

"Well, I'm glad you asked, Ben, though I'm not sure what punk decided to deface history and add a seventh element, but there were six elements." Nightlight cleared his throat and took a deep breath, "Anyways, Legends have prophesized that on the longest day of the thousandth year, the stars will aide in her escape, and she'll return to reclaim the throne once again."

"Woah... so, do you think that, in a few years time, I might be able to stop her, in case she does come back?" Ben asked.

"Heheh, probably. You're unique, son, you're nothing like ponies, but you have a calling in life, and I know you'll find out what that calling is, but why don't you worry about just being a kid, instead of worrying about some old pony's tale... think about the future, son, imagine if this information is useful to you." Nightlight stated.

Ben just sat there and took it all in, closing his eyes as everything seemed to change.

[8 YEARS LATER, 4 Days till the Summer Sun Celebration...]
[Sparkle Residence]

Ben seemed to be having a rough night sleeping. He flailed and turned in his bed, trying to withstand this odd feeling. He could hear something. He heard mentions of the moon, the stars, aiding her escape, a nightmare from the moon, a moon that housed a nightmare, a single name that suddenly felt so clear...

Within Ben's mind, Ben was on the ground, beaten and battered, and up above him, were six unfamiliar individuals blasting some kind of rainbow laser at this alicorn-shaped entity, but nothing seemed clear. Ben tried to reach out to something, an odd black gem that almost seemed to be within his reach, only to suddenly hear glass breaking above him, and someone screaming.

"LUNA!! MY DEAR SISTER!!" The voice cried out, seeming recognizable, almost like it belonged to... Celestia? Ben tried to scream, but everything seemed to come to a sudden end before he could do anything.

Ben snapped awake, sitting up in his bed, wiping the sweat from his brow as he took a few deep breaths and looked around his surroundings.

"L-Luna... That has to be important.. What was Twilight always telling me about that one book... a tale of two princesses... Were they... did Celestia have... a sister?" Ben asked himself.

[End of Flashback]

[The Castle of the Two Sisters, Present Day]

"Ben, are you there, buddy?" Rainbow asked, waving her hoof in front of the spaced out human, only to snap out of it, and come to an odd realization. "Ben, you look kinda pale, well, paler than usual, you okay?"

"Partner, you feelin' alright?" Applejack asked.

"I'm not gonna lie to you, Applejack." Ben said aloud. The other ponies looked at him, he seemed... off, to say the least. "I'm going back in there, something in me feels like we just gave Nightmare Moon exactly what she wanted."

"What're you getting at, you think Twilight might be working with Nightmare Moon?" Dash asked.

"No, I mean, the elements are all in one place, and Twilight's on her own. Dash, what did we just go through a couple minutes ago, regarding the bridge!?" Ben stated in a panic. "My sister's in there, on her own, and with the elements of harmony... Am I the only one thinking this might go wrong?! It's not that I don't have faith in my sister, I really do, she wouldn't be Celestia's most faithful student if she hadn't proved herself to be worthy, but Celestia's not around and the Elements are altogether, with only Twilight trying to activate them."

"And once she does, everything'll be fine--"

"She can't wield them all on her own! Celestia was only able to because she's an Alicorn, I finally understand now! We have to go back in there, now! Twilight needs us, she knows she needs us, there's no ifs, ands, or butts about it!" Ben countered.

"Darling, are you alright? You seem like you just came to some grand realization--"

"That's because I did, I figured out who Nightmare Moon is, what her connection to Celestia is, why she hasn't taken us out immediately yet! She's the second princess in the story of the Tale of two princesses! One had control over the sun, the other had control over the moon. Celestia knows exactly who Nightmare Moon is and it's why she's not here to banish Nightmare Moon for another thousand years!" Ben stated.

"Well, don't leave us in suspense, Ben, who is she?" Dash asked.

"It's so obvious, I'm surprised I didn't put the pieces together sooner! Nightmare Moon and Celestia are sisters!! They ruled Equestria together in harmony, but when ponies started favoring Celestia for bringing in the day, and sleeping during her beautiful night, she felt her hatred, jealousy, and envy towards her sister overwhelm her, to turn her into Nightmare Moon in the first place!" Ben stated, taking a deep breath. "To think I learned about this when my dad brought me to Ponyville for the first time, and eight years after that when I had a dream about Nightmare Moon's return!"

Everypony went quiet, the shock and confusion on their faces said it all, but Ben said one more thing that seemed to be the missing piece he was missing. "Her name is Luna, she's Celestia's younger sister! Her hate, jealousy and envy made her into Nightmare Moon, and with the elements of Harmony, she had to do the hardest thing she had to... banish her sister. No wonder she's not around to do it again, she doesn't have the strength, or the will, let alone the heart to banish her own sister again!"

"D-Does Twilight know about all this?" Fluttershy asked, breaking the silence.

"No. I was gonna run all of this by her in case I turned out to be wrong, but now that I think about it, think about why Nightmare Moon didn't kill us immediately, every time she had the opportunity, she never took it, but her malice, and aggression towards Celestia must've somehow manifested into its own separate entity, and is just piloting the princess and using her to enact a one thousand year plan for vengeance." Ben stated.

"Ok, if that's true, what about the elements, you said she can't use them alone?" Applejack asked.

"I know, but Celestia had to have used them on her own to banish Luna, but imagine if the sisters both had ties to the elements. The two princesses embody 3 of the 6 elements of harmony, and once one of them lost that connection, it left the other one open to use all six of the elements' power to the fullest, but I think Celestia could've done it because she was an Alicorn, and that's basically like having some kind of pony god as a princess. Call me crazy, but I think something changed in the elements after a thousand years, and we gotta help Twilight use them to set things right." Ben theorized.

"Then what are we standing around for, let's go kick some flank!" Pinkie exclaimed enthusiastically.

"GAAAAAAH!!!" Twilight screamed out. Everyone turned towards the castle, and suddenly felt the wind pick up.

"Nightmare Moon's about to make her final move, let's go!!" Ben ran towards the door as the other ponies followed right behind him.

"Hang on, Darling, we're on our way!!" Rarity called out.

As they got inside, they saw Twilight, and a dark blue vortex of magic that had swept up the stones, spinning them around in the air. With the scanning spell still going, she felt the first parts of a teleportation spell and panicked, rising up to her hooves she leapt into the vortex so as not to lose the stones.

"Oh no, AJ got anymore rope?" Ben asked, feeling the vortex trying to pull him in.

"Nope! I only had the one bunch, but it was for emergencies only!" Applejack stated, stamping her hooves onto the solid ground and trying to keep herself from getting pulled in by the vortex.

"Pinkie, do something!" Ben called out. Before he could even wonder what Pinkie could even do, Pinkie grabbed a red pole and extended it towards Twilight, to which she managed to grab with her hindlegs. "That... oddly enough, works too, now pull her in!"

"I can't! It's starting to pull me in!! Twilight, I'm sorry in advance!!" Pinkie exclaimed, letting the strange pole go as Twilight and the Elements of Harmony disappeared, and the Vortex dissipated.

"Twilight!?" Ben called out, frantically looking around. "No, no no no, NO!!! For the love of Faust, no!! Oh, I'm so dead... What am I gonna tell Shining, What do I tell Spike, What about Mom and Dad!?"

"Where did she go!?!?" Pinkie cried out, hopping around in a panic.

"Over there! Look!" Rarity called out, looking out a window to the main area of the castle, the windows there flickering with light. "She must be over there!"

"Then there's no more time to lose, come on! Let's give that wayward princess a proper pummeling!" Rainbow Dash shouted and rushed towards the doors at the back of the room, the group charging deeper into the castle.

"Hang on, Twilight, big bro's coming!!" Ben called out, slamming on the Omnitrix as he enveloped himself in another green light.

Twilight winced, coughing as the dust gathered by the whirlwind cleared. Looking around she noticed she was in what seemed like some sort of throne room. It was surprisingly similar to the one in Canterlot, though the tattered banners and statues in this room showed both the sun and moon in their designs, unlike Canterlot's which were solely sun designs.

"Wha... Where am I? Ben? Applejack? Rarity? Anypony?" Twilight weakly called out, trying to get her footing back. An evil laugh brought her out of her slight daze, and her gaze was drawn to the tall black furred figure on the dais where the throne should be. The armored mare cackled looking down at her with her green cat like eyes and a fanged grin crossing her face. Twilight winced as lightning crackled around the mare. At her hooves were the six Elements of Harmony.

"Oh no..." Twilight weakly muttered. In one last effort to show she could still stand some kind of chance against the twisted princess, her eyes narrowed as she rose up, stamping her hoof to charge, her horn leveled at Nightmare Moon in an ancient, but recognizable unicorn dueling stance she had studied about when helping Shining study for the royal guard admittance exam. If Nightmare Moon was as old as she claimed, this might work, or it may not, but Twilight was already taking risks... so what's one more to the list?

"You're kidding. You're kidding, right?" Nightmare Moon scoffed and sneered. The expression fading from her muzzle as Twilight charged. "Brave little unicorn, so bold and young... a pity you choose death, rather than run."

Without another word Nightmare Moon moved off the dais with a stamp of her hoof to accept the duel, rushing forward toward the smaller mare. If this one wished to die honorable, she could grant that.

Just before the galloping pair met, Twilight's horn flared and she teleported across the room landing between the Elements her horn lighting up again.

"Come on come on," Twilight pleaded. "Just one spark, please!"

Nightmare Moon began to make her way back to the elements, until something blast the wicked mare in the back, causing her to stumble.

"Augh!! Who dares strike me?!" Nightmare Moon called out.

A sudden fast hoof to the face knocked the alicorn back further, revealing Rainbow Dash and the others, with Ben now transformed into the new alien he called All-Sight, a yellowish tan alien with no eyes on his face, but eyes everywhere else on his body, and big bat ears. The Omnitrix was on the alien's belt, along with wearing some black pants with white bands on them.

"I say, we dare to!!" All-Sight stated proudly.

"Optical, you'd betray me, just like that you spineless coward!?" Nightmare Moon screeched.

"Don't know who in Tartarus you're talkin' about, but you're goin' down!" The huge eye on All-Sight's chest glowed a light blue, firing some kind of beam at the alicorn, freezing her in place.

Nightmare Moon snarled and shifted to a shadow form, launching herself through the ice as she made her way back to the dais, reforming just as Twilight screamed out, and was flung back across the room from a spark made by the stones.

The five rocks lifted in the air around Nightmare Moon, the black alicorn starting to panic as the stones glowed. The effect didn't last long however and after only a few seconds the stones dropped back down to the ground with a clack.

The pair of them looked at the dull lifeless stones curiously a moment before Nightmare Moon began to laugh again, the dark alicorn reared up as she cackled, bringing down her hooves and shattering the five orbs to shards.

Twilight's expression fell as she took in the sight of the destroyed Elements.

"I... I don't understand, why didn't it work?" Twilight wondered as Rarity helped her back up.

"You little foal! Did you really think you could defeat me!?" Nightmare Moon gloated. "Now you will never see your Princess or your sun again. The night shall last... forever!"

Twilight was about to just give in, until she finally noticed that her brother, and her friends were right by her side. Suddenly, she felt a spark. A smile slowly appeared on her face, as the many jumbled thoughts in her head became clear. Everything suddenly made sense, in a way.

Twilight turned to the laughing Nightmare Moon with a newfound confidence. “You think you can destroy the Elements of Harmony just like that?” she snided. Nightmare Moon stopped laughing and looked at Twilight quizzically. She wondered if she was bluffing.

“Well you're wrong... because the Elements of Harmony are right…”

“HERE!” The mares and her brother stood in place next to Twilight, ready to combat the evil dictator.

The shattered remains of the elements began to levitate and glow. Nightmare Moon looked down in alarm. "What?!"

Twilight smiled and reminisced her journey to the ancient castle. The struggles each of them went through and overcame together came rushing back into her mind.

"I guess if there's one thing I can thank you for, it's for making me realize that these five ponies embody a specific element, and you had numerous opportunities to stop us for good, but you got cocky!" Twilight smirked, looking back at her friends, and her brother, who stuck by her through this whole thing. "She thought she could destroy the elements, but the spirits of the elements of harmony are still here!"

"Applejack, you were willing to give out any kind of helpful info to help us get this far, you also didn't shy away from earning my sister's trust with your dedication. You represent the spirit of... HONESTY!"

A few of the shards near the dais began to circle around Applejack.

"Fluttershy, who tamed the manticore with her compassion, her understanding, and for wanting to solve a problem without anyone, or anything getting hurt. You represent the spirit of... KINDNESS!"

Fluttershy meeped flying back into the air as the shards approached her and started floating around her form.

"Pinkie Pie, who banished fear by giggling at it and has done her best to keep everyone's spirits up on this trek represents the spirit of... LAUGHTER!"

The pink pony smiled wide and hopped up and down as the shards circled around her, "Oohh! Tingly!"

"Rarity, who calmed a sorrowful serpent with a meaningful gift, even if it meant sacrificing her own beauty, or a part of her, represents the spirit of... GENEROSITY!"

Rarity blinked looking at the glowing shards floating around her.

"Rainbow Dash, who could not abandon her friends for her own heart's desires, represents the spirit of... LOYALTY!"

Rainbow Dash blinked as the shards started circling around her.

"And finally, oddly enough, Ben..." Twilight faced her brother, as several shards surrounded him, taking him a bit off guard as he returned to his normal form. "I can't say for certain what your element would be, but if there's six of these elements present, I can humbly say, with how you've constantly wanted to prove yourself, time and time again, pushing yourself to be better, facing greater challenges, never giving up, and always just making yourself feel strong for the sake of others... to carry those in your arms to safety, I'd have to say throughout this trip, you would be the spirit of... HUMILITY!"

The last remaining shards circled more and more around Ben, all while Nightmare Moon looked like she was about to panic.

"The spirits of these five ponies, and this one human got us through every challenge you threw at us. The cliffside avalanche, the thorn in the manticore, the serpent in the river, the faces on the trees, and the temptation of abandoning those who stuck with you till the end." Twilight stated, putting her hoof down.

"Yet, you still don't have the one element to beat me! You'll never take the Seventh Element! The spark never came," Nightmare Moon snapped, The dark alicorn's horn glowed brightly as she charged a massive spell to unleash at the mares, to end this once and for all. "And it NEVER will!"

Before the spell could even be casted, a flash of light appeared, revealing a seventh moon floating in the air, with the same gemstone marking on it, slowly coming down in front of Twilight.

"It did, the spark ignited inside me when I heard their voices again... I realized that you all are my friends!" Twilight finished. She turned from the other six to glare back at Nightmare Moon, causing her to flinch.

"The final Element is Magic. The spark was brought about because of the friends I made, and if there's one thing I learned tonight, evil won't ever prevail," Everything began to get brighter, "because Friendship is Magic!"

"Well, that sounded a bit cliché, but hey, still works! If it ain't broke, don't fix it!" Ben remarked.

The broken shards swirled around the mares, forming together around their necks to create ornate pendants and chains, large gems shaped like their cutie marks dominated the center of the jewelry. In Ben's case, the shards formed together around his chest, creating some kind of golden harness, with a big black gemstone, shaped like the Omnitrix's hourglass emblem taking center stage with green circular gems dotting the harness's four main straps. The glowing orb of light settled down atop of Twilight's head as she was lifted into the air, a crown with her cutie mark forming as all of the floating mares, and the human began to glow.

The black alicorn's horn flared as she turned to face the ponies only for twin beams of rainbow colored light to erupt from the glowing ponies and rush towards the screaming Nightmare Moon. The light swirled around her, enveloping the screaming mare in a whirlwind of brightly colored lights.

As her screaming grew fainter, the light that all seven of them was getting brighter. So bright, that the brilliant white light began to bathe everything in its luster, until the whole world seemed to go white.

Twilight woke with a groan with something shaking her lightly. Opening one eye she looked up to see Ben, trying to wake her up.

"Twilight, are you okay?" Ben asked quietly.

"I feel like I've been up for months, but I'm okay. What about the others, are they okay?" Twilight yawned.

"I'm alive, but I feel like I just got through apple buck season twice." Applejack grunted, cracking her back.

"Everything hurts, like you wouldn't believe. I think I'm gonna take a couple days for myself to just relax my muscles." Rainbow Dash winced.

"I feel like I had a sugar crash..." Pinkie stated in a monotoned voice. "Let's do it again!"

"Under no lousy circumstances are we to do that again anytime soon... not unless we have no other choice or if the world's in danger," Rarity stated. "Either way, I'm ready for a nice, soothing bubble bath. Something to ease the pain."

"Well, if you want, I can also cut your tail again, if you wanna keep going for the short tail season." Ben offered, pointing to Rarity's tail, now regrown.

"Oh my goodness!" Rarity gasped. "I'll never part with it again!"

"So, on a more inquisitive note, if Rarity's tail is suddenly back, what exactly happened to Nightmare Moon?" Ben asked.

There was an immediate silence, albeit the sound of someone groaning, and trying to move caught everyone's attention. In place of the wicked pitch black alicorn, was a purplish gray mare with a silver blue mane and tail. Her cutie mark was a purple patch of night with a crescent moon in the center. The most striking features of the mare however were the lack of wings and no sign of a horn.

"Huh... She's an Earth Pony? Call it a hunch, but maybe because we all stuck together, to pick each other up when we get knocked down, we embodied the elements of harmony, and through the power of friendship, we not only healed ourselves, but maybe purged the existential hate, jealousy, envy and malice from Princess Luna, too? But now I have to wonder if that malice took that alicorn magic with it." Ben wondered.

"It seems like a plausible possibility, but we don't exactly know how these things work yet, aside just going off of myths and legends." Twilight remarked, only to then be confused. "Wait, what did you call that pony over there?"

"Princess Luna, Celestia's younger sister?" Ben answered cautiously.

"How in the name of Faust did you figure that out!?" Twilight screeched, looking her brother in the eyes.

"Well, I was gonna tell you this, but it's a bit of a long, complicated story, but TL:DR, ask dad about a refresher on the legend... also, tell him that those punk scribblings on that old tapestry, was in fact useful, because it saved our lives!" Ben simply answered.

"Indeed it has." stated a serene sounding voice.

Looking for the source of the voice, the group could see the first rays of sunlight rising above the forest as it shone on the old castle. The sun quickly rose into the sky casting a beam through the broken window. Out of the pillar of light stepped a large white alicorn decorated with golden accessories. She had a flowing mane and tail, colored like a lush and vibrant sunrise, and large wings folded over her back, a tall spiraled horn rose up from before her crown.

“Princess Celestia!” Twilight and Ben shouted as the others bowed before the appearance of the Princess. Twilight ran up and hugged the princess, whereas Ben just watched and smiled.

"Twilight, my faithful student. I knew you could do it."

Twilight's eye twitched as she stepped back and looked at Celestia. "Wait, you knew? You told me that it was an old pony's tale!"

"I told you that you needed to make some friends, nothing more."

"Technically, she did already have friends, like Lyra, Moon Dancer, Colgate, and some of the other students at your school." Ben interjected.

"Yet, she didn't have the right friends for this. Had they been the ones who would become the Bearers they would have been drawn here.” Celestia explained.

"Ok, so explain this, then." Ben said, pointing to the element he was bearing.

"I wasn't even drawn here, I was sent here by you to look over the final preparations for the summer sun celebration!" Twilight responded. "Heck, Lyra moved to Ponyville!"

"And I moved here to Ponyville literal days before she was sent here by you, and before Nightmare Moon even escaped." Ben interjected again.

"While that may be true, Lyra did not willingly follow you into the Everfree forest at night, nor did she aid you in any way on this journey." Princess Celestia continued with the same calmness. "I gave those books to all my students and you were the ones who made the connection, you were the first to bring it to my attention and thus I sent you here where I knew the other future Element bearers would be gathered."

"Hey, AJ, remember how I theorized that Celestia didn't have the heart to banish her sister for a second time, hence why we're here?" The farm pony nodded silently, "Scratch that, I have no clue why she didn't take care of this on her own."

"To be honest, Benjamin, I expected to return months or years from now, freed only after one of my many contingencies finally bore fruit," Celestia walked over to him, looking him in the eyes. "But you, you showed great promise with your deductive reasoning, putting the pieces together and coming up with very plausible, if not slightly flawed theories about my lack of involvement this day. I think if being a hero doesn't work out, you'd make an excellent detective."

"That's to say that might never happen, considering you're overlooking the obvious eyesore that's on my chest. Explain this, please," Ben asked, gesturing to his element.

"That... I cannot simply answer. The elements are a strange and very mystical set of magical jewels, imbued with the power of harmony and friendship, but there are even other aspects to friendship that one must embody to even have a spot as an element bearer. I'm quite impressed that you'd be one of the newest bearers, what element do you bear, if I may pry?" Celestia questioned.

"Well, I have no clue, but since Twilight decided to go out on a limb and take a random guess, I guess I'm the element of Humility. I don't get it, but I know that power isn't earned if you just keep craving more, or just have power for the sake of obtaining more power. I guess in order to embody Humility, I'd have to be humbled and to realize I need to be humbled." Ben remarked.

Before Celestia could ask another question, she approached looking down at the mare as she stirred.

"You could not release the magic unless you allowed true friendship into your heart, Twilight." Celestia offered. "Now let us hope that another will as well. Isn't that right Princess Luna?"

"Well, I got that right, that's a win in my books." Ben accepted.

"It has been a thousand years since I have seen you like this," Celestia knelt down next to Luna, a gentle look of pleading and hurt behind a calm expression. "Time to put our differences behind us. We were meant to rule together, little sister... will you accept my friendship, and once again join me by my side, ruling Equestria together?"

The situation suddenly turned tense. Each of the Elements of Harmony looked worriedly at the two Princesses, hoping for the best.

Princess Luna looked down for a moment. Multiple emotions could be seen on her face. Sorrow. Guilt. Sadness. Regret. She closed her eyes and grimaced...

She threw herself at Celestia with tears in her eyes, wrapping her forelegs around her. "I'm sorry!" She bawled. "I missed you so much! It felt like I couldn't tell you anything, for so long..."

Celestia smiled and silently embraced Luna, letting the princesses reconcile in peace. Ben got up and motioned the mares to follow him, and so they did, leaving the princesses to their own devices, as the dawn of a new day shined down on the reunited rulers, and our band of seven heroes.

[Ponyville]

As our heroes venture out of the Everfree Forest, they see that everything seems to be back in order, with the exception that a couple of the royal guards were wearing some kind of body suit, a grayish body suit underneath their golden armor.

"Did we miss something, or am I seeing things due to a lack of sleep?" Ben asked.

"I think it'll be best if we all just rested a bit. We can meet up and have a celebratory party later, I'm kinda pooped after saving the world." Pinkie stated, rubbing her eyes as she yawned.

"Welcome to my world, it's exhausting for the first few times. It helps if you get coffee." Ben remarked, slumping down against a fence as he immediately passed out, lightly snoring as the other ponies chuckled, sitting down with him as they started to fall asleep too.

Author's Note

I can already feel the dislikes rolling in.

Epilogue chapter coming... eventually.

Friendship is Galactic, Epilogue

A Boy and his Watch
By TheAlienBrony22

Friendship is Galactic,
Epilogue

[Ponyville, 1 Day after Nightmare Moon's defeat]

It was a lovely new day in Ponyville, lovely being a relative term since everypony was already preparing for another celebration. The return of Princess Luna.

Everyone in town was having a good time, some of the local foals were excited to see the princess, probably because they didn't know that Luna was Nightmare Moon, but the connection was noticeable. Pinkie set off several party cannons, blasting confetti into the air as everyone began to party. At one of the tables, Applejack and Rainbow Dash watched on as they shared a couple of cold ciders.

"Gotta say, ah wasn't expectin' fer this party to be as big as it is, but then I remember that Pinkie organized this one," Applejack chuckled. "Ah hope she never changes."

"Yeah, she can be a bit much, we both know that for a fact, but you're right. I hope she never changes," Rainbow Dash said, chugging a bit of her cider as she cleared her throat. "Besides, she really knows how to throw a good party, no matter what the occasion!"

"And how," Applejack agreed.

The mares clinked their mugs together as they enjoyed themselves and lost themselves in the sweet taste of their cider. Meanwhile, Ben was transformed into Warlock Trot, dressed in what looked like a fortuneteller's outfit as he used his power of reading other ponies' potential to foresee what might come in the future.

"I sense great things for the both of you, just so long as you have each other's backs." The unicorn said cryptically.

The two ponies in front of him, being Lyra, a bright minty green unicorn with yellow eyes, an equally green mane, with a light white-ish gray streak, and another mare named Bon-Bon, an earth pony with a beige coat, pigment blue mane with a rose pink streak, and cerulean eyes. They both looked to each other and smiled, squeeing as they bolted away.

"Enjoy your foreseeable future!" Pinkie shouted out from the side.

"Y'know Pinkie, when I told you that Warlock Trot could detect how much potential anypony has, I didn't mean that I could see the future," The Unicorn remarked.

"Oh I know, but it's still fuuuun to tell people about what might or might not be in their futuuuuure!~" Pinkie singsonged.

"Yes, it is pretty fun, but let me see the potential this time around, I wanna see if it works like how I think it will." The unicorn rebutted.

Soon enough, a little filly came up and sat in a chair. She was a pegasus with small pegasus wings, an orange coat, a plum pink mane, and dark lavender purple eyes, with a noticeable lack of a cutie mark. The filly looked a bit upset, and already Ben could feel the strings on his heart getting yanked.

"Greetings, little pony. Here to see what your true potential will be in the future?" Warlock Trot stated grandiosely, trying to cheer the filly up.

"I did. I want to know if I'll ever be able to fly." The filly stated, looking down at the ground.

"Well, I can do that, so I shall. What's your name, little one?" Warlock Trot asked.

"Scootaloo..." The filly mumbled.

"I'm sorry, what was that?" Warlock Trot asked.

"It's Scootaloo, okay? Can we get this over with, please?" Scootaloo asked impatiently, crossing her forelegs together.

Warlock Trot nodded as he closed his eyes, and his horn began to glow, emitting a blue-ish green aura as Scootaloo was enveloped in that same aura. Warlock Trot was not that adept at seeing potential, but it always helped to help someone else realize who they might become sometime down the road. Whenever he used this ability, he was always able to see what attribute of a pony is stronger than the other, helping him come to an easy conclusion. With Scootaloo, however, nothing really specific came to mind.

To Ben, it was like seeing a character's stats in a video game, and Scootaloo's flight was hindered a lot by a bad luck of the draw when it came to her genetics. It hurt the hero to know that this filly may not ever get her chance to fly, but her determination and her will to keep trying was practically maxed out, though he did see that she was great at riding a scooter.

As soon as Warlock Trot opened his eyes, the aura dissipated and Scootaloo was expecting an answer. "Well? Am I gonna be able to fly, mister?" Scootaloo asked expectantly.

"I'd recommend that... you keep trying other things. Constantly flapping your wings will only wear you out, you have to keep trying in moderation. Just know that no matter what happens, don't let other ponies' words get to you. Maybe try finding some help with some ponies your own age, ponies who understand your situation a bit better. As long as you stay determined, and keep your will strong, you can do anything." Warlock Trot stated cryptically, his words shaky and uncertain.

Scootaloo didn't answer for a good bit of time, and when she looked up, she looked hopeful, a smile forming on her face as she got off the chair and held her hoof out for a shake, and Warlock Trot accepted, shaking the filly's hoof as she turned around. "Thanks mister, I'll be sure to keep on trying. I'm gonna see if I can still get some scooter lessons, bye!" Scootaloo stated, trotting off in one direction.

Pinkie poked her head in, "So, how'd it go?" Pinkie asked with a smile.

"I think I need to take a break," Warlock Trot stated flatly, enveloping himself in a flash of red light, reverting Ben back to his normal form. "I just need a moment to process what just happened."

"Okie dokie lokie! I'll take over from here, you go enjoy yourself, Benny!" Pinkie advised. Ben nodded and walked towards a buffet table, eager to eat.

Before the hero could get a morsel, however, he felt a feathery appendage wrap around him. Ben looked up and saw Celestia, with her sister Luna, on her other side.

"Greetings, Benjamin Sparkle, enjoying the festivities, thus far?" Celestia asked, a warm smile on her face.

"I'm enjoying it pretty well, and judging by how Twilight looks like she's having a serious muscle spasm," Ben gestured over to the dance floor, where several ponies backed away awkwardly as Twilight danced around ridiculously without a care in the world. "She's enjoying herself, too. She may not know how to dance, but at least she ain't ashamed to show it."

"That's wonderful, thou was worried thou would have to call for a doctor," Luna stated, seeming relieved.

"So, how are you royal ladies enjoying the festivities? Is it all that you thought it'd be, or does it not have enough of that 'Canterlot Flaire'?" Ben asked with a small grin, earning a sly smile from the bright white alicorn.

"Oh, trust me, Cadence's 19th birthday party was child's play compared to what the Gala's usually like," Celestia chuckled for a little bit, till her smile suddenly disappeared. "Unfortunately, while the party itself is fine, there's something we need to discuss, Benjamin... preferably, in private, and back in Canterlot."

Ben was about to take a bite of a cupcake, till his whole body felt numb. Ben looked at the princess, seeing a rather odd expression on her face. An expression he couldn't recognize, like it was anxious, but also calculating. Ben didn't say a word, but his own expression showed that he really needed some context.

"Let me preface this as simply as I can. I assume Twilight told you about the letter incident?" Celestia asked grimly. Ben nodded, slowly eating his cupcake as he paid his full attention to the princess that towered over him. "That letter ended up being some kind of trap. Whether it was intended for Twilight or for me, I can't say for sure certainty, but it was rigged with some kind of ward... It nearly killed one of the ponies I put in charge of finding its originator, and I can't help but wonder if you knew anything about this. They were adamant on getting something from you, specifically."

Ben finished off his cupcake and let everything sink in. "You can teleport us, right? Bring me to the castle and let's discuss this." Ben said sternly.

Before anyone could notice, Ben, Celestia and Luna were gone in a flash.

[Canterlot Castle]

As Ben and the Princesses manifested in the throne room, Ben could quite clearly pick up on the smell of something iron-y, and it made him feel sick.

"How long ago did it happen?" Ben asked, following the smell, much to the apprehension of his senses.

"It was around sometime yesterday in the early afternoon, a couple hours before I had prepared to depart for Ponyville, so more than 12 hours ago." Celestia explained, following the human as Luna tagged behind, looking pale in the face.

"This is a very serious call to war, who dares to trifle with the lives of innocent ponies!?" Luna gritted, feeling the burning sensation of bile rising in her throat as the scent got stronger.

As Ben stopped at one of the open doors, he saw several guards, clad in that same grayish body suit cleaning up the red substance that seemed to be everywhere.

"The letter was supposedly destroyed by the ward casted on it, but we have no actual idea on what their true intentions may have been, let alone who they are," Celestia said, cautiously stepping to Ben's side. "But we fear that you may have been their intended target, and they tried to get to you by attacking your family and trying to make me look like a malevolent monster."

Ben activated the Omnitrix, and without hesitation, he slammed it down, becoming Beelzebeast, and began to sniff around the room, but unfortunately, he could only pick up on the scent of the pony's blood, the one who was attacked by the ward upon its activation. Ben transformed back as he tried to think on something, and he looked back at the princesses.

"I think I know someone who might be able to help, but you'll have to forgive me if things get weird... Princesses of Equestria, do you trust me to call upon a new ally for help?" Ben asked cautiously.

Celestia and Luna looked at each other, perplexed, confused and curious as to what Benjamin had planned. "If you're referring to Venus, she's currently following the case, investigating everypony in Canterlot, with the exemption being you and your family, of course--"

"Venus probably wouldn't help much with this, anyway, she's busy with her guard stuff and I don't want to make it look like she's not doing her job. No, I'm talking about a recently new ally, and while he may seem a bit odd, he did give me another forewarning about Nightmare Moon's return prior, so he was technically helping me out," Ben took a deep breath and sighed, "Again, I ask, do you trust me?"

"Well, thou hast reunited the sisters of the royal family, and stopped my unruly behavior before it could go too far, I say, for a strange creature who is nothing like us ponies, thou hast earned our trust, for now, but we cannot speak for Celestia," Luna remarked.

"Benjamin, you have proven you are capable of facing some very dangerous things and overcoming great odds, whether on your own, or with the help of your friends... I trust you," Celestia concluded. "Call them forth, and hopefully some light shall be shed upon this grisly situation."

"Hey, D! Any chance you can show up right now? I don't really know how you do things, but I'd appreciate the help!" Ben called out. No response. Nothing called back, nothing felt out of the ordinary, there was just this ominous silence.

"Well, that didn't seem tooooo wooooorrrrrrrrrrrrrkkkkk...." Celestia's voice began to drag on, slowing down as it suddenly became silent.

Ben saw Celestia stop moving, her expression and her body frozen in place, frozen in time. He looked at the guards, and they were in the same situation. Ben looked at Princess Luna, and she was just standing still, unmoving, staring at him, frozen in time.

The environment around him dulled into whites, grays and blacks, all while a chaotic wail echoed out. In a flash of light, the man known simply as 'D' was standing right above Celestia, somehow balancing himself on the tip of her horn.

"G'Day, Mr. Sparkle! Took you long enough to call for me, and I didn't even have to tell you to! I knew you'd need your old pal, D!" D stated, hopping onto the floor and shaking Ben's hand. "So, how can I help you properly, Ben 10?"

"Ben... te- Y'know what, I'm not gonna question it this time, I'm getting to the point." Ben cleared his throat and looked D in the eyes, "Here's the problem, A pony almost got killed because of a weird ward on some kind of letter, and the princess is concerned that it might've been either an attempt on my sister's life, the princess's life, or to get me to do what they want, probably for nefarious and less than good purposes. I need some help, D, because I don't know anyone else who could help me with this, besides Venus, but she's already busy doing the legal part on this case."

"Sometimes to keep the law enforced, you have to break a couple more." D summarized. "Well, you called out to the right friend, Benny boy, what do you need me to do?"

"I have an idea on who might be behind this, so I need you to bring them here so I can get answers." Ben asked cautiously.

"Well, I can do that just by standing on my ring fingers. Consider it done, just tell me the name of the unlucky sap, and I'll bring him here faster than you can say--"

"Bring Paradox here, Discord." Ben stated firmly. D's words were caught in his throat, and a look of shock, confusion and uncertainty was plastered on his face as he faced the human, "Some weird guy that looks like a human, black hair, same skin color, lab coat, goggles, has a strange accent, that should be him. You're basically wearing a type of familiar mockery of his attire, so you must have met this guy before. He did say that you were trying his patience already, in a similar vain to what I was doing when I met him."

"How did you--!?"

"There was a saying that constantly echoed in my head since my time knocked out during Nightmare Moon's return. 'Do not fear the wicked words of Discourse, nor should you listen to the warped forewarnings of a living Paradox,' That sound familiar to you?" Ben asked. "I heard that phrase echo in the recesses of my mind as I focused on trying to stop Nightmare Moon, even after I pieced together the numerous hints and clues that I was unaware of, until I really thought about their connection and using context clues from the numerous things that have happened in the last few days."

Discord was completely confused. He had no logical idea as to how Ben was able to connect the dots like this, but he saw a solemn and reassured expression on the human's face.

"Look, I still consider you to be on my side of things, after all, as that quote stated, do not fear the wicked words of Discourse, nor should I listen to the warped forewarnings of a living Paradox, but I need to figure out what Paradox has to gain from all of this, if he has anything to gain from it at all. If it seems like he's just insane, or destined to wear a straight jacket in the looney stables, then I leave him in your slightly more capable hands." Ben took a deep breath and kept going, "I don't know a thing about you, but you were willing to give me a reminder of the warning about Nightmare Moon's return, and it paid off. If things don't go well, for me at least, make me a Pinkie Promise that you'll warn my sister, my friends and the princesses that Paradox is a danger to all of Equestria. Please?"

Discord didn't see this coming, and he was tempted to call shenanigans. Yet, the genuine look of determination in Ben's eyes showed that he wasn't gonna take Paradox's nonsense anymore, especially if it meant innocent people would get hurt. Discord smiled a toothy grin and shook Ben's hand.

"Alright, I cross my heart, hope to fly, stick a cupcake in my eye," Discord recited, only he literally summoned a cupcake and mashed it into his face, only to snap his fingers and remove the mess entirely. Discord then got ready to snap his fingers again, only to look at Ben with a serious and stern look, "Now, keep in mind, we reality warpers don't do this very often with entities like ourselves, so if this goes wrong, at least the timeline won't be broken... at least, I don't think it will. Oh! Also, big warning for you, Benjamin... Paradox is on kind of a... mental decline, so to speak."

Before Ben could ask what he meant by that, Discord snapped his fingers, only for Paradox to not show up. They waited hours, but there was still no sign of the strange man. "Well, that wasn't supposed to happen."

"Of course it was. Remember what you told me, Discord?" A voice called out from behind them. Ben and Discord quickly turned around, seeing Paradox, his clothes stained and a calm look in his eyes, but a wicked grin on his face. "Your power only reaches in Ponyville. No closer, and of course... No FURTHER!!"

Paradox snapped his fingers, causing Discord to scream, only for him to vanish in a sudden instance. Ben felt worried and tried to get the Omnitrix to work, yet, like the last couple times these two were involved, it wouldn't work.

"Now, time to go home, Ben Tennyson." Paradox said calmly.

Before Ben could get a word out, Paradox poked Ben's forehead and snapped his fingers. The world around Ben suddenly began to fade, and he screamed out, till eventually...

There was silence, and a white, endless, empty void.

Author's Note

So, things went from 0 to 100 pretty damn fast.

The Reality Master, Part 1

A Boy and his Watch
By TheAlienBrony22

The Reality Master,
Part 1

[Canterlot Castle, 3 minutes ago...]

Celestia and Luna watched in horror at what just transpired. One moment, Ben had become transparent, yet he was muted and it seemed like he was talking to someone, someone they couldn't see. Then, something seemed to happen when Ben looked behind him, worried at some other thing that must've just recently arrived. Before the two of them could do anything, or act on Ben's odd behavioral change, Ben stopped being Transparent, only to be enveloped in a bright white light as he screamed. Celestia tried to do something, but it was too late. Ben was gone in an instant.

"Sweet mother of ours..." Celestia whispered in a hushed tone, looking distraught. "Captain Time Crunch!! Front and center, immediately!!!" The Canterlot voice boomed and shook the castle to its core, frightening the many that could hear it from miles around. Soon enough, Captain Time Crunch immediately stood tall and at full attention of the princesses.

"Yes, Princess Celestia, what do you need, your highness?" The stallion asked, only to flinch, seeing the burning fury and the freezing cold look in her eyes.

"Put out an alert all over Equestria, ASAP, we have a code Helix! Get every last soldier you can and deploy them all across Equestria to find Benjamin Sparkle!" Celestia ordered.

"Code Helix? Well, that's a new one... Don't worry, Princess Celestia, we'll find that hairless monkey sparkle in no time!" Time Crunch stated, looking at the stallions in the room. "What're you lot waitin' on, a kiss from the princess for good luck? Get your flanks movin' lads! Get those hooves trottin' and spread the word to every last soldier, now, ya hear?!!"

The soldiers clamored to get out of the room and were on their way to the barracks to relay the orders to their fellow soldiers. Time Crunch saluted to the princesses as he followed after them.

"Luna, do you know where your night guard could've gone since your disappearing? They up and disbanded a few hundred years back and we've lost contact from them ever since." Celestia asked.

"I believe they might be in the Hollow Shades, but what does that have to do with finding this human? What is a 'Code Helix'? What arn't thou telling me, Celestia?" Luna questioned. Celestia stopped answering, only to move towards her throne and moving the seat's pillow, revealing some kind of combination lock. "Sister?"

Celestia began to quickly work the lock with her magic, in what looked like a very flimsy manner, only for the lock to suddenly disengage, granting the princess access to a bodysuit, much like the ones that the guards were starting to adorn. Celestia looked at the suit, then back at Luna, who seemed rather confused and very concerned for what might be happening.

"Luna, I would like to request that you don't intervene with this. You just came back, and I don't plan on losing you again... Please, for my sake, just go to your old room, and I'll have my highest ranking guards take care of you in my absence." Celestia solemnly stated, looking away from her sister. Celestia then removed her royal regalia, tossing it into the combination lock and closing it, re-locking it as she donned the bodysuit.

"Sister, what in Tartarus are you wearing!? We demand for thee to tell us in on what is happening!!" Luna demanded.

Celestia stopped and looked down at her sister, only to smile. 'Feisty and stubborn, as always... some things truly never change,' Celestia thought to herself. Celestia's smile faded and she chose her words carefully.

"This ally of Benjamin's, I never met them, or heard about them until now... but, something seems to have not gone as planned, and Benjamin might need assistance. I need to be prepared, in case this goes wrong. Now, head to your room and stay there till I say it's okay to come out... I'm doing this for your safety, Luna, and a lot has changed in a thousand years--"

"How much has truly changed, though?" Luna remarked, making Celestia stop in her tracks. "Dear sister, if you're going to put that suit on again, like last time, how much has truly changed?"

"...More than you think." Celestia answered.

[Meanwhile in Another Universe, Yosemite National Park]

As the evening hours set in on a forest, a flash of light manifested out of nowhere, revealing Paradox, and an unconscious Ben.

'Hmm, seems that Benjamin couldn't withstand the trans-universal travel technique. That should've been considered, hopefully I didn't fry his brain, or this will have been all for naught. I guess I'll have to wait for him to wake up on his own, but, I technically succeeded in my goal, to bring him back to his home universe, but it has changed a lot on its own without him to drive anything further. He's still got that Amnesia too, so that'll be the next goal. Make Ben Tennyson remember who he was.' Paradox thought to himself.

Soon enough, Ben's body began to stir, getting Paradox's attention. "Ahh, Benjamin Tennyson, finally decided to wake up, haven't yo--"

"You monster!!" Ben yelled out in a rage, scrambling up to his feet as he tried to land a hit onto Paradox, only to be met by his fists colliding with a tree, causing him to reel back a bit and rub his knuckles. Paradox just reappeared behind Ben, bemused, but curious as to why he keeps on trying to fight. "You killed him, you monster! What is wrong with you!?"

"Monster? Is that you're going to call me, now?" Paradox asked in a mock-intrigued tone.

"I was going to have him summon you so we could talk this out, face-to-face, maybe so I can get you to realize that you got the wrong guy!" Paradox just looked somewhere else, examining the area with more intrigue than he had for Ben's words, "But no, what did you do, instead? You killed someone with no remorse, not even a hint of mercy, so yeah, I'm calling you a monster for good reason, you heartless psychopath!"

"Oh, but Benjamin, I think you should be thanking me. You see, I brought you here so that things can return to normal, relatively, so to speak. To do that, I need you to remember who you are, and I need you to play along. Play nice, and I'll consider bringing you back to that pastel colored horse land," Paradox held out his hand to Ben, offering a handshake, "Do we have a deal?"

Ben swatted Paradox's hand and glared him in the eyes. Paradox was, needless to say, impressed. He never met a Ben who had the gall to not trust that he'll keep his word, but this Ben, he was very different.

"I Don't. Make Deals. With Bastards." Ben growled.

"... Well, that was unexpected, but considering you don't have a choice in this matter, let's just assume we shook on it, for the sake of simplicity," Paradox shrugged off momentarily as he walked in one direction, motioning for Ben to follow him. Ben debated on just going another direction, but it's not like he'd actually know where he was going, so, because he quite literally had no choice, he had to play along, so he begrudgingly followed the man in the lab coat, much to the man's appreciation. "I see you finally found your footing, good, because I'm going to show you something that'll be sure to jog that memory of yours back into high gear."

'The moment he slips up, I'm going to love and tolerate him like Tartarus has run out of room,' Ben thought to himself, smirking as he looked down at the Omnitrix. 'On a good day.'

After thirty-five minutes of walking, Paradox stops and steps out of the way, beholding an odd site for the human. "Behold, Benjamin Tennyson, your origins." Paradox beheld.

Ben stared at a crater, a crater that seemed to have grass growing all around it. At the center of the crater, was a big metal ball, one that seemed to be opened. Ben slid down the side of the crater and examined the sphere.

'Everything's starting to go according to plan, despite the setbacks,' Paradox rejoiced mentally.

"This whole thing looks like a hunk of junk. If this is my supposed origins, I really came up from less than nothing," Ben tossed the metal sphere over a couple feet as he looked back up at Paradox, "Where even are we?"

"We're in Yosemite National Park, the location of where the Omnitrix crash landed, and where you would then find it, and become the savior of your planet." Paradox answered.

"Do you have any idea of how little I know about this place, yet you talk like I've been here thousands of times?" Ben remarked.

"You just have to remember. You were 10, the year was some time in the 2000's, it was the start of summer vacation. You were excited to join your Cousin and your Grandfather on this road trip, and your first stop was Yosemite National Park. It was here that you found the Omnitrix, and utilized its power, facing certain doom every day, vanquishing the forces of evil. It was a granduous display, even for an inexperienced child that you were, once." Paradox exposited.

"Does this never-ending story have a point to make, or are you blowing hot air in my face for the sake of your ego?" Ben asked.

"The point is, you've made memories all over the United States, Benjamin. You've put more criminals behind bars than most law enforcement ever could. You even went to space, saving the universe as you stopped that watch from exploding, preventing the destruction of your universe, and let's not forget how you--"

Paradox seemed to go on and on, droning about how he was supposedly this cool superhero kid, even though Ben didn't feel anything like that coming to mind. Though his head did feel a bit fuzzy every time Paradox mentioned some kind of name he didn't recognize. Soon enough, Ben stopped listening and just climbed out of the grassy crater, walking in one direction as Paradox kept flapping his lips.

"If there was ever a time for this watch to give me a guy that can get me home, now would be the time... this is like my own personal version of Tartarus, and my punishment won't shut up." Ben grumbled to himself, fiddling with the dial on the Omnitrix.

'I hope Twilight and the others are okay, because I'm going to furiously man-handle that labcoat wearing nutcase, if he laid a finger on my family, or my friends.' Ben thought.

[Canterlot Castle, Celestia's Chamber]

Celestia used her magic to move everything aside, including her bed. She used a spell on the floor, her horn glowed a blue-ish color, all while the floor opened up a metallic stairway, to a metallic corridor at the bottom.

"This may be my only opportunity to see if this still works," Celestia trotted down the stairway, running down the corridor as fast as she could. She soon came to a door, with some kind of keypad requiring a code. "But I always hoped I never had to use this again."

Celestia carefully inputted several button inputs with the tip of her hoof, then the light on the keypad flashed green, letting the doors open with a rusty hiss, almost as if they haven't been opened in a long time.

Celestia flew inside, looking at the huge room she was in. She saw several ponies, strictly wearing the body suits with no signs of royal armor or any ties to the royal militia of Canterlot.

"The Magistress! She's returned!" One of the ponies called out, causing the other ponies to turn to the divine mare.

"Salutations, everyone, unfortunately I don't have time for extensive greetings... I need the thing to be powered up, at once. That's an order," Celestia trotted forward towards a podium, consisting of several buttons, switches, levers, and screens... but there was one button that stood out from all the rest. A huge gray button with a green DNA Helix on it, with the text, 'DO NOT PRESS, EMERGENCIES ONLY'. "Now's as good of a time to press this. Everypony, brace yourselves!"

Celestia smashed down on the button with both of her hooves, causing a set of white and green alert lights to start flashing in tandem as some kind of low reverberating tone echoed out repeatedly. The ponies looked up at a huge screen, seeing a flashing green back ground with a white DNA Helix present, as well with more text, 'CODE HELIX!'. The ponies scrambled around as they got to work, putting things together and re-connecting these huge wires to some kind of big mirror with a metal frame.

"C'mon everypony, move your flanks and give me some reports to work with 'ere, not some poetry manuscriptures!" A voice called out, drawing Celestia's attention to her right. "Lift with your legs, Zemor, not your back!"

In the midst of the scrambling and hardworking ponies was another creature, specifically, a Griffon. The Griffon had these reddish off-white feathers, accentuated by dark gray feathers and a dark gray lion's body. They had a bunch of feathers covering one of their eyes, but one of them was a shade of gray, almost looked like it was black in certain light, or just a bit of dust and ash smeared on her face. They seemed to have these brighter gray talons and a beak like that of a Roc.

"Saike, you're here?" Celestia called out. The Griffon, known as Saike, turned and looked at the Princess, seeming almost jittery. "I thought you'd be back in Griffonstone, running operations there."

"Things fell apart pretty fast, especially when some of them found out we weren't doing this for the bits. It fell apart pretty quick, so I came back to where I thought I'd be needed, which is here," Saike gestured to the whole room, "With a bunch of ponies who know how to get stuff done. Speakin' of which, why's the Code Helix alarm goin' off? You know something?"

"You could say that. I'm going in alone, but I need you to keep everything calm on this end till I get back. Is that understood?" Celestia asked, expecting an answer.

The Griffon smirked and saluted to the princess, "You can count on me, Princess. What's the occasion for this?" Saike asked.

Before Celestia could get another word, the huge mirror began to power up, glowing and warping slightly as the metal frame sparked with power from the electrical input it was receiving.

"I'll try to explain later, just trust me." Celestia answered.

[Another Universe, Yosemite National Park]

As Ben moved through the woods, he was at least relieved that he couldn't hear Paradox anymore, though that meant he no longer had any sense of direction.

"It's times like these where I wish I could just get some proper help," Ben muttered to himself.

Soon enough, Ben heard the distant sounds of talking up ahead. Curiosity getting the better of him, he stayed low and delved into the bushes, peeking out to see other humans.

The old man and the redheaded girl were like the ones he saw before, when he caught a glimpse of them through a portal as he was inside the Omnitrix. The other people, however, he didn't seem to recognize at all. There was another girl, only with long cascading blonde hair, a black dress with a red dress shirt underneath with its collar popped, and a white star was on the dress itself. There was also another guy, who seemed to look a bit like the redheaded girl, only with more prominent masculine features, wearing what looked like some kind of special jacket, clad in whites, grays, blues and blacks. His hair was shorter and wilder, but it seemed very curly and poofy too, almost reminded him of Pinkie's mane, but red.

'Who are these people, and why are those two so familiar? They're from that portal, but why is nothing clicking into place?' Ben thought to himself. Ben tried to think hard on why, but his head began to get fuzzy again, causing him to clutch his head and stir in the bushes. 'Damn it, my head... I gotta stop thinking, for now, it's actually starting to hurt.'

"It really does feel like so long ago, you know?" The redheaded girl said solemnly. Ben stopped clutching his head and listened close, "Ben may have been an obnoxious doofus, and a real dweeb too, but I'd be lying to myself if I didn't admit that I miss that."

"Yeah, it's odd not having Ben around. Crime's on a constant rise, prisons are becoming too expensive to repair, so it makes prison escapes easier on the criminals, and the super powered ones are already plotting. Some of them are still looking for Ben, for crying out loud!" The blonde girl exclaimed.

"As much as I didn't know about Ben being the alien heroes that showed up years ago, and I still don't believe he was, I can only hope Ben's still doing alright, wherever he is." the redheaded boy stated.

"Now now, kids. I'm sure Ben will come around soon... We just have to keep our hopes up and have faith that everything'll turn out fine." The old man reassured.

Ben felt something within him hurting. Ben tried to feel for where it was, but it didn't feel like anywhere in his body, but rather it felt emotional. Ben wiped his eyes, seeing that a few tears had escaped him.

'I don't understand, why am I feeling like this? I know it's normal to feel stuff like this, but I don't even know these people!' Ben tried to hold back more tears and keep himself from crying, but then something came to him, 'Wait... is this Paradox's doing? Is he trying to play to my emotions, just so I can give him what he wants?'

Before Ben could think any further on that thought, an armored vehicle sped into view, armed with spikes, weapons and a bunch of armor platings. the redhead girl stood her ground, as did the old man and the blonde girl, but while the redhead boy hesitated on where he stood, he too decided to stand his ground, putting his fists up and getting into some kind of fighting stance.

"This is gonna get ugly, isn't it?" Ben quietly asked himself.

The doors to the vehicle swung open, revealing a buff tan-skinned man, wearing some kind of spiked, sleeveless black hoodie with armor plating, and a skull design on it. He stepped out and cracked his knuckles, snapping his fingers as several other punk-ish humans stood by his side, armed to the teeth.

"Fistrick... You followed us here, didn't you?" The old man asked, bemused by the man's appearance.

"C'mon, old timer, you know you can't keep a mad dog down forevah!" Fistrick inclined with a smile. "Besides, after hearin' about your missin' brat, I wanted to throw my metaphorical hat into the ring, only if it means I get to fight him, one-on-one. If I can beat some super strong alien all on my own, I will have proved and displayed my dominance as a clan leader!"

'The people of this world are either brave, stupid, or just borderline insane... if these people have weapons, what are four people gonna do against them?' Ben thought to himself, cautiously observing from the bush. 'Wait, what am I thinking!? These guys are probably evil, I gotta step in and save these people!'

"Sorry Fistrick, but consider your offer denied. If and when we do get Ben back, he'll knock you, and your rebellious gang out of Bellwood, for life!" The redhead boy remarked.

Fistrick smiled, chuckling lightly as he turned his back to the four individuals.

"Bros!! Arms Up!!" Fistrick commanded.

The punks pulled out these weird metal handles and pressed some kind of button on them, causing them to suddenly morph into some kind of crazy weapon.

"Aim and Fire! Knock them out!" Fistrick commanded.

It was now or never, and Ben was never one to abandon those in need.

"NO!!" Ben yelled out, catching everyone's attention. Ben didn't even bother looking at one of the aliens he had selected, and just bolted out of the bushes, slamming on the Omnitrix as he was enveloped in a bright green light. Before anyone had time to react, Ben was replaced by some kind of strange alien.

In Ben's place was a tall and slender alien, composed of some kind of strange earthy rock, smooth to the touch, but also extremely jagged. Some portions of the alien's body was also comprised of some kind of pink-ish magenta crystal. Several of these pink-ish magenta crystals protruded from the alien's body, but the alien did wear some kind of suit, a white neck brace-type collar with a segmented white suit. The creature only had one singular green eye, and the Omnitrix's emblem was on the side of the alien's hip.

The alien leapt forward as the several punks fired these odd red lasers at the four humans. Before the alien knew what hit him, he was tanking gunfire for a bunch of people he didn't know, being attacked by more people he didn't know either. Ben was ready to just black out and accept his fate, but felt that the lasers didn't even scratch him. He looked at himself, seeing that he was glowing these vibrant colors.

"Huh... well, this is new. Out of all the weird things I've turned into, this definitely takes the cake," The alien kept examining himself, all while everyone looked at him, mostly in shock and awe. "Hmm... now I gotta come up with another new name. How about... Prism Clash? No, maybe Chromastone works better? I'll workshop it when I get back... if I ever figure out HOW to get back."

"So, you're that Ben Tennyson dude I've been hearin' so much about. Well, ya came at the right time. I'm 'ere to fight ya," Fistrick got into a stance of his own, smirking at the alien in front of him. "So, do you accept my challenge, bro?"

'If he calls me Tennyson one more time, so help me Faust, I'm going to knock him on his ass.' The alien thought to itself. "Ok, look, I'm not who you're looking for, Black Metal Libre, I'm just trying to get back home, and you're just being annoying. My name is Ben Spa--"

"Don't try your fancy words on me, Tennyson! I've been lookin' all across this world, even drilling caverns just to find ya, and I'm gettin' that fight I've been wantin'! So you're gonna fight me, whether ya likes it, or not!" Fistrick interrupted, stamping the ground as he clenched his fists tight. "Now come at me!!"

There was nothing but silence for a few moments. The alien stood still, albeit from some slight twitchy movements, and before anyone could react, the alien lunged forward and started to wail on Fistrick, who had been caught off guard by the sudden burst of speed.

"First of all, why does everyone keep calling me Tennyson? My last name is Sparkle! SPARKLE!! S-P-A-R-K-L-E!!" The alien continued to wail and beat on Fistrick, not even giving the man a chance to get a hit in, "Why do so many ignorant louts, like you, call me that!? I heard it enough from that labcoat wearing psycho prick, and he doesn't even know when to shut up!!"

The alien slugged Fistrick in the face, sending Fistrick down to the dirt. Soon enough, the glow on the alien's body dissipated, leading to the alien calming down, but still angry and irate. In a flash of red light, Fistrick looked up and saw a human looking over him, furious and angry.

"Listen here, my name is NOT Ben Tennyson. It never was, It's never gonna be, and if you call me that again, or threaten other peoples' lives again, so help me Faust I will find you, and I will pummel you again, do I make myself clear, monster?!" Ben growled, glaring a storm of daggers into the beaten man's eyes. "Do it."

"Do... what?" Fistrick asked, confused by the request.

"Say it... What's my name, you psychopath!? Go on, Say it. Say my name." Ben demanded.

"Ben... S-Sparkle?" Fistrick hesitated on his words.

"You got that right," Ben got up and pulled Fistrick up to his feet. "Now leave them alone, and don't come back. Sleep with one eye open, pal. One psycho got someone nearly killed because they tried to attack my family, and I don't intend to take that lightly, as I just demonstrated on you. Unlike them, I'm not a killer. I don't decide who lives, and who dies."

Fistrick groaned and made a motion with his hand, signaling for his 'bros' to holster their guns. They all piled into the car, with Fistrick at the wheel.

"This ain't over. I'm comin' for you, Sparkle Bro! No one beats Fistrick and gets away wit' it." Fistrick declared.

The car sped off and Ben sat on the ground, looking exhausted.

The four individuals couldn't really process what just happened, but the redhead girl walked forward, cautiously sitting down in front of Ben. She looked him over, shaggy brown hair, a strange watch on his wrist, those green eyes... He looked like the literal splitting image of Ben, but older.

"Hi... I hope you don't hold that sudden fit against me, I'm rarely ever like that. I just don't know what came over me--"

Before Ben could finish his sentence, the girl leaned over and squeezed Ben in a hug.

"It's good to see you too, Ben. It really is..." The girl said, smiling.

"Look... I don't think I'm who you're looking fo--"

"Ben, it's good to see you, son. I bet you have a lot on your mind, don't ya?" the old man stated with a warm smile.

Ben felt something in him stir. It felt warm, familiar, but at the same time, it felt cold and distant. Ben broke free of the hug and just looked like he was surrounded by strangers.

"Look, I don't know who any of you are, but can I ask a few questions?" Ben asked.

"I don't see why not, Ben, but why are you acting like an amnesiac?" Gwen asked with a chuckle.

"Because I don't know who Ben Tennyson is, and everyone seems to be mistaking me for them... Now, can I ask my questions now?" Ben stated flatly, getting impatient.

The girl's face seemed to look confused, but also happy, which seemed to make Ben feel uncomfortable.

'They think I'm lying, aren't they... that, or they think I'm setting up for a really bad punchline for a joke,' Ben thought to himself. 'Damn it, how do I get them to see reason?'

Before Ben could come up with a solution, The redheaded girl's eyes glowed blue, which sincerely freaked Ben out, causing him to yelp and frantically back away. Before he could get too far, however, his eyes began to glow blue too, and his body suddenly stopped.

"Gwen, stop! I think he's scared," The redhead boy exclaimed quietly, seeming worried.

"It's fine, Ken, I got him. Besides, Ben probably isn't familiar with us because we look so different, or maybe he has fake memories. Maybe if I--"

"Never start an idea with 'Maybe if I', that shows you're just winging it, and thus, you don't know what you're doing!" Ken argued.

Gwen ignored Ken, and focused on what she was doing, peering into Ben's mind as he seemed jittery. For a moment, she felt like something was wrong. The memories she saw, they felt authentic, completely not-forged memories. She saw Ben grow up through his perspective, everything he's gone through thus far, from facing some shoggoth abomination to standing against Nightmare Moon, but there was not a single memory of her, their grandfather, their adventures, Gwen felt like she might just collapse right there.

Then, she saw something. Ben, facing some kind of strange entity, glowing, almost as if it was made of some kind of light. Before she could figure out what she was looking at, she collapsed, as did Ben.

"Oh boy... Ken, you and Lucy help them into the Rust Bucket, I'll get the first aid kit ready, as well as get dinner started," the old man told.

"Yes Grandpa Max." Ken and the blonde girl, known as Lucy, concluded, looking down at the unconscious Ben and Gwen, then at each other with worried looks.

Everything was so simple back then, but now... Everything changes.

Author's Note

Well, this took a very sudden turn.

I originally wanted to make this its own thing, then make an Epilogue, but I think this requires a couple more parts. How ironic that this is how the Season kicks off.

The Reality Master, Part 2

A Boy and his Watch
By TheAlienBrony22

The Reality Master,
Part 2

[Canterlot Castle, Unknown Chambers]

"Everything's getting warmed up, ma'am. Just a couple more minutes, and this machine will be working like a sweet dream!" One of the stallions stated, punctuating their sentence with a salute.

"The machine's at seventy-five percent of its full power, your majesty, and it shows no signs of slowing, nor stopping, ma'am!" A mare reported, saluting as she returned to her post.

Celestia stood by as the ponies kept on working to keep the machine stable, constantly getting reports and status checks on its condition. Celestia smiled and sighed, she did not miss this, but she was at least glad to know that she'd be getting back into her old occupation, long before princess hood would be a full-time thing. Though, she did worry about her sister, Luna, and her faithful student, Twilight.

'I can only hope I get him back, before things get chaotic.' Celestia thought to herself. Soon enough, the sound of the machine activating brought her to full attention, and it was time to act.

As the machine opened up, the glass warped into a full-on portal. Not many ponies in Celestia's position knew where this portal led to, but Celestia, she knew exactly where it led, and she was going to try something risky. As the portal opened up, it was beginning to get critical, guess it's been too long since it was last used. Celestia jumped into the portal without a second thought, using her magic to pull something to her side.

As the item and Celestia vanished to the other side of the portal, the machine had been shut down. It was old, ancient, and even then, it ran smoothly, but even a thousand years can cause wear and tear on such a mechanical marvel.

One of the numerous screens pinged, showing the ponies, plus the griffon, that Celestia had made it to the other side in one piece, and most importantly, alive. The hard part of the plan was done, for Celestia, at least... now, came the nigh-impossible part, finding another way out.

[Another Universe, Rust Bucket]

It was a long, extensive drive back to Bellwood, especially at night. Ben was unconscious, and Gwen was just trying to process everything she saw. It was unexpected to see anything like that, let alone know that this was where Ben was the entire time. A land of pastel-colored ponies, battling monstrous creatures and ancient legends? She knew her cousin was a hero, but even she didn't expect such threats to appear in such a cutesy little world like that. Goes to show her that looks were pretty deceiving.

Ben's unconscious body laid on the couch, unmoving, though the Omnitrix was beginning to blink its green light in slow succession.

"So, what's gonna happen if Ben wakes up?" Ken asked.

"I don't know... I can only assume that, maybe since I saw his memories, then maybe, once I'm good and ready, I can get him to see my memories. If he truly does have amnesia, then he needs to be reminded of all that he had before... Then again, if we really wanted the old Ben back, we'd have to somehow repress his new memories, and try to bring his old memories back up to the surface." Gwen explained.

"I mean, he seemed pretty adamant that he wasn't Ben Tennyson, but someone named Ben Sparkle. I'm no smarty pants, but Ben legit seems like he was tired of people calling him that, saying that it wasn't him," Lucy intervened. "Never saw him fight since the alien wedding all that time ago, so for him to suddenly wail on some guy he never met, adamantly stating that he wasn't Ben Tennyson, it almost makes me feel like this ain't memory loss, but rather brainwashing, or something remotely similar to it."

"Brainwashing? So you think someone has conditioned him to believe he's not himself?" Ken inquired.

"You really think an Amnesiac would know how to work that fancy watch on his wrist, if you were him, Kenny?" Lucy remarked flatly.

"I'm just saying that if it is Brainwashing, shouldn't he had tried something to indicate that he was brainwashed? After all, Gwen still hasn't told us what she saw in Ben's head, yet." Ken countered.

"It's not like you'd believe me, even if I told you the truth," Gwen stated, still uncertain of all she saw.

"C'mon cuz, it can't have been that bad, if Ben's still alive and kickin'!" Lucy pleaded.

Gwen sighed and tapped Ben's forehead, making her eyes glow blue as she tapped her forehead, and Ken's as well. It was but a matter of minutes as everything played out for the two, seeing Ben in this strange new world, filled with magical creatures, fighting monsters and defending bystanders from ancient legends, it all felt pretty weird.

Sooner or later, it was getting to be a bit too late, so Max pulled the RV over on the side of the road, looking on as the three looked at the unconscious Ben, that remained motionless.

[Inside the Omnitrix]

Ben groaned as he got up, only to recognize exactly where he was, and feel somewhat relieved. "Back inside the Omnitrix, huh? Well, time to talk to the forms, yet again." Ben remarked.

Ben got up and walked up the temple, watching his footing as he looked around. He noticed another new temple in the distance, with one of those new crystal guys at the ready.

'This place must recognize and register new forms for me to use. I wonder if they'll give me any clues as to how I can get back home,' Ben thought to himself. ', that is, if I'll ever be able to get back home.'

As Ben got to the top, he was once again met with the same unicorn stallion as last time, only now he was a dark blue, with a blistering bright yellow mane. Ben looked around, seeing the many transformations he had currently, then back to the stallion.

"Greetings, once more, Benjamin Sparkle. I assume we've made it to your home universe?" The stallion asked with a smile.

"If you're talking about Equestria, then no. We're in that place where Paradox decided to force me into going, after he nearly killed somepony and I think evaporated one of my allies." Ben remarked, still feeling bitter.

"So we're on Earth, fantastic! That means you can re-connect with your human family--"

"I don't have a human family, flank-for-brains!" Ben gritted. "I just want to go home to my friends, to know that my family's still there... I don't want to go back, only to see it in shambles, just because I was gone."

"Then you'll be happy to know that Equestria is fine, but Celestia is trying to find you and your whereabouts, with some rather extreme measures, I dare say," The stallion remarked, showing a portal of Celestia's current location a rock filled void of red, purples, violets, blues, pinks, and blacks. "Using a pocket dimension to traverse between universes, creative, but very time consuming."

"What in all of Tartarus is that place?" Ben asked, uncertain of what he was looking at.

"It's a pocket dimension. Known by many names to many people across different universes, but to your world, the world we were 'forced' to be in, it's known simply as, 'The Null Void'." The stallion stated grimly.

[The Null Void]

Celestia constantly flaps her wings as she bounds from one asteroid to another, keeping her horn ready as she scanned around her environment, trying to pick up on a trace of magic.

'See, in many universes, The Null Void is known by many other names, but that's a topic for another day, preferably when we aren't being yanked around like a dog on a leash--'

'Please keep on track, hoof boy. I'd like to go home EVENTUALLY!'

Celestia lands on one of the floating rocks, spotting an unsightly creature. A strange winged beast with no eyes, tentacles and a massive jaw with sharp teeth was perched on one of the asteroids, using it as some kind of nesting ground.

'Ahh, right, my apologies. Anywho, The Null Void, in your former home universe, it's used as a prison dimension for the nastiest, most feral, conniving, and unsavory criminals from all across several different galaxies.'

'Galaxies? So, basically space aliens? Is that what I've been turning into all this time?!'

'Yes and Not exactly. Sure, they are still the same transformations you had before, all basically extraterrestrials from several alien races native to your universe, but because of the Omnitrix's Adaptation Mode being activated once you ended up in Equestria, the DNA Samples of those transformations had to take on some magic-induced mutation, allowing for your transformations to live and function properly in a more magically enriched environment. Over time, the DNA Samples eventually did evolve from their mutation, physically looking more like some of the more extinct species back on Equestria that had long since been too late to save.'

Celestia carefully fluttered her wings to one of the asteroids as she tried to not disturb, nor attract the beast's attention. Unfortunately for her, the beast's mate was just coming back, and screeched once it picked up on the Alicorn's scent. She gritted her teeth and her wavy multi-colored mane suddenly began to get more and more red, and flickering like a wildfire.

'That is surprisingly upsetting. So, why did I end up Equestria, anyways?'

'Now you're asking the real questions, Sparkle. But unfortunately, I don't have the answer for that one, none of us do. But, I can tell you this, the good news about your situation is that Celestia will eventually find you, the more you use the Omnitrix in this universe, she was already on the trail when you had transformed into that Crystalsapien you just unlocked.'

'Yeah, I wanted to ask about that, too. I thought the original limit on this thing for transformations, was 10 or 12. How come I keep unlocking new guys like Heavy Hydrant, or All-Sight? And what do you mean she's tracking me?'

'Well, it's simple. Since your transformations have already evolved from their magical mutation, only brought about by the Omnitrix's Adaptation Mode, most of your transformations have a unique magical signature that the Princess has fine-tuned herself to recognizing. Even as of now, your Opticoid and Crystalsapien transformations are experiencing their magical mutations. Give it enough time, and they'll become pretty useful. As for why or how you keep unlocking new transformations, the Omnitrix's update log is still processing some strange magical back-up for the Omnitrix's back-up, so in order to make sure it still functions, it has to infuse magic with everything.'

The beast tried to tear the alicorn into pieces, only to be met by a powerful magic flamethrower, being sent back as the mate tries to intervene. Celestia rushed forward, buck kicking the beast back as both of the creatures started to back off, sheltering their eggs with their bodies.

"On any other day, I'd send you foul beasts to the pits of Tartarus for getting in my way!!" Celestia roared out, gritting her teeth. "But I am busy with trying to find someone I know, so do me a favor, and heel!!"

'So, that brings me to my next question... what even is the Omnitrix?'

'Now you're asking the real juicy questions, Sparkle. You see, The Omnitrix is a portable library of intergalactic genetic data that allows the wielder to alter their DNA at will and transform into a variety of different alien species, each with their own unique abilities. Even as we speak, the DNA Samples of your Unicorn form and your Dragon form are being uploaded to the Omnitrix's back-up as we speak. I suspect that Azmuth will have a lot to learn about Equestria and its natives.'

'So, that brings me to my second to last question... who's Azmuth?'

'Well, it's simple. Azmuth is the creator of the Omnitrix, he's basically one of the Galvans. You know your transformation, Smart Toad? Just imagine more of them running around, but one of them, they were smart enough to make that watch you're wearin'! Azmuth made the Omnitrix as a tool for peace, to allow other lifeforms to better understand each other. Heh, you know in a way, The Omnitrix kinda works like the Elements of Harmony, they both try to bring others together for peace and understanding.'

'I guess so, but it's kind of a stretch... so, my last question, it's kinda odd, and that's saying a lot coming from me.'

'Benjamin Sparkle, with all that you asked of me, nothing is too odd, let alone too much.'

'Why is Paradox so Tartarus-bent on making me remember who I was?'

Celestia continued to fly through the Null Void, bounding off of the Asteroids occasionally, still trying to follow the trail she picked up earlier.

[Inside the Omnitrix]

As the stallion closed the portal, he was suddenly quiet, almost as if he was lamenting on this question, trying to find the words to make the best possible answer, but nothing seemed to meet that criteria, at least, not yet.

"Benjamin Sparkle, next time you enter the recesses of the Omnitrix, I'll give you an answer that'll satisfy the both of us." The Stallion rebutted.

"Fair enough, I guess... but now I just have more questions," Ben paced back and forth as he recited the questions that came to mind, "Who were those people? How'd they know my name? When will Celestia find me? Do I have to worry about anything else while I'm stuck here?"

"All good questions, with very simple answers. Benjamin, those people, the ones that tried to talk with you, they are your biological family, down to the very DNA that bonds you," The stallion explained. "Humans were not but a myth, a folktale back in Equestria, hence why your sudden appearance has made things very complicated, as of late."

"Wow, way to make me sound like a real piece of work." Ben groaned flatly.

"At least you didn't live up to the stereotypes made about your kind, so that's a plus, goes to show you're a cut above the rest," The stallion reassured, "As to how these people knew your name, they always knew your name. Believe it or not, this is something you have to accept, but I'm not saying that you have to stay in this world forever, absolutely not. Equestria still needs the Elements of Harmony, and what good are the Elements if all of them aren't together?"

Ben sat in silence for a moment, letting everything sink in. He still felt a bit overwhelmed by that sudden magical surge going through him, from whatever that 'Gwen' girl did, but now that he thinks a bit more and more, Ben starts to feel a bit regretful of his actions.

"To answer the question of When Celestia will find you, it will vary, but if you keep using the Omnitrix, creating a constant output of Magic-infused Omnitrix Energy, Celestia will pick up on the trail and it'll bring her closer, and closer to finding your whereabouts. Celestia's magic has had a thousand years to get accustomed with trying new methods of tracking and navigation magicks, but for her to track someone's magic through pocket dimensions, it's never been done," Ben looked at the stallion, seeing intrigue and bewilderment on their face, "If you ask me, Alicorns are a very adept and very versatile variation of the average Equestrian... But Celestia, she's been doing things a certain way for centuries, practically for a millennia. Bottom line is, if you want her to find you sooner, keep using the Omnitrix to strengthen its magical signature."

Before Ben could ask another question, the center of the Omnitrix began to glow green, only to become a blistering white light. "It's time for you to go back, once again, Benjamin. I know it feels like you're a stranger in a new world, when the irony in that, is that you come from this world. What I mean by this is simple, try to get accustomed with this world for a little bit, then make the decision on where you wish to stay... the human world, on Earth, or back in Equestria." The stallion advised.

Ben didn't utter another word and made his way to the platform, standing onto it as it went up yet again, hearing the unexplained chants of the aliens down below. Ben had a lot to think about.

[Another Universe, Rust Bucket]

As Ben slowly awoke from his slumber, he groaned as he got up and stretched out his body, noticing that his surroundings were very unfamiliar. Ben tried to move out of the bed he was in, but it felt like his legs were restrained, despite not seeing anything holding him down.

'Oh you gotta be kidding me... Well, been a while since I used this guy, but I do still need to get out of bed,' Ben thought to himself, reaching for the Omnitrix as he selected one of the icons and pushed it down, enveloping the dark interior of the RV in a green light.

In Ben's place was a tall black and white blob-like creature with these strange green patterns all over its body, with the Omnitrix's emblem being firmly placed on the creature's head. This was the form Ben called Cyberpunk.

As Ben melted into a viscous puddle, they reformed their physical body as they slowly made their way to the door, only to see Max sitting in the driver's seat, staring off in-thought as he held some kind of bottle in his hand.

'try to get accustomed with this world for a little bit, then make the decision on where you wish to stay,' The stallion's words echoed through the alien's mind. Cyberpunk sighed and tapped the badge on his face, enveloping himself in a flash of red light as he sat in the passenger seat adjacent from where Max was sitting, unaware of what to say.

"So... Rough night for ya, sir?" Ben awkwardly asked.

Max looked at Ben, almost surprised that Ben was awake, despite the obvious flash of light earlier signifying otherwise. Max sighed and set the bottle down, staring off as traffic passed them by. "Ahh it's nothing, just wondering about a lot of things. What about you? Decide last minute that you wanted to talk to your grandpa one more time?"

"Maybe let's try to get to know each other first before we start making me a part of the family, this is all still so new to me," Ben stated, looking at himself through the rearview mirror. "I should be excited, I get to learn more about myself, about my species, where I came from, my history... but, I feel like I didn't earn this, it was just, all of a sudden, forced upon me by some mental guy in a labcoat."

"That's... rather strange, but something tells me that you have seen stranger," Max chuckled. "I remember when we first faced Zombozo, an emotion draining vampire clown. You feared clowns, but you feared losing your family more than that, and it gave you the strength to win."

"There's a lot to unpack there," Ben remarked, looking at Max. "As much as I don't know a lot about what I had done before, I feel like I need to figure this out. Not just for my sake and to satiate my own curiosity, and not just to get that labcoat-bound psycho off my case, but maybe I'll figure a few things out from here, once I remember."

There was a long silence between them, it was almost enough to mute the sound of the traffic that passed them by. But, the silence didn't last that long as a few of the cars suddenly came to a screeching stop, crashing into one another as something came into view. Max was, needless to say, worried, while Ben, was just a bit confused.

In the midst of the road, a woman has come into view. Donned in some kind of ragged stitched-up pink cloak with purple heart patterns all over it, mascara that made her purple eyes glow in the piercing darkness, and her long cascading silver hair blowing in the wind as she formed a wicked grin.

"Hey Tennyson, long time no see! Is your cousin with you, or do I get the satisfaction of knocking you around, for once?" The woman called out, her hands glowing with some kind of dark purple aura.

"Oh man... why are so many people so adamant on killing me?" Ben complained.

"Then I guess we better stop her before she gets someone hurt," Max placed a hand on Ben's shoulder and looked him in the eyes. "Listen to me, Ben, It's Hero Time. Find an alien you can use and follow my lead."

Ben's eyes widened a bit, and for a brief moment, something came to him. Those three words, they ricocheted around in his head constantly, gaining more and more momentum, till something finally came to him. A smirk formed on Ben's face as he followed Max outside, activating the Omnitrix as he turned it to one of his more preferable transformations.

'Let's see... from how this crazy lady's dressed, she has to be some kind of novice magic-user. If I'm gonna beat her, I'm gonna show her some real razzle dazzle, good thing I know just the guy with a hoof in the right direction,' Ben strategized mentally.

Max pulled out this small firearm-like weapon, with some kind of glass bulb at the end of it, aiming it at the woman. "Charmcaster, surrender now, or this will end poorly for you." Max warned.

The woman, known as Charmcaster, simply laughed and cackled as she lifted several of the cars up into the air, "How about you learn to stay in your lane, or just get off the road, old man!" Charmcaster gritted.

The vehicles were then flung towards Ben and Max, and in a flash of light, Ben had transformed into Warlock Trot, making his horn glow as he caught the cars just in time, setting them down as the people inside them fled the scene in a panic.

Max and Charmcaster looked at Ben, shocked as a unicorn stallion was in his place, grinning with a look of determination. "Oh that was precious. I know I can be a bit of a fool when it comes to magic myself, but I'm about to enjoy pushing my own capabilities against some arrogant novice!"

'I have so many questions... but that can wait.' Max thought to himself, snapping himself out of his train of thought as he readied his weapon.

"This... this has to be some kind of trick, what is that!?" Charmcaster gritted as she began throwing balls of dark purple energy at the stallion. Warlock Trot's grin suddenly got wider as he ran forward, casting a shield spell around himself as he tanked the attacks head-on, only to redirect that shield spell into a minor attack spell, firing his own magical blasts at the witch. Charmcaster started to keep her distance, evading the magical attacks as she kept trying to land a blow, only for it to be countered, getting closer and closer to her. "No!! This isn't happening. You got lucky with some new transformation, how are you this good already?! This-- This shouldn't be possible! Gwen was the only one who had magic, now you?!"

"Lady, I've had Warlock Trot for a good few years and practiced in my spare time, whether on my own, on common crooks, or with my brother Shining! Face the facts at full throttle, you lanky-legged newbie," Warlock Trot then slammed one of his front hooves upward, hitting the sorceress in the jaw with an uppercut as she skidded across the road. Charmcaster tried to get up, only to see the stallion towering over her. "Your arrogance has hindered you, I can tell. Your potential is very staggered by your issues, not just with others, but with yourself."

Charmcaster was thrown off her guard, not expecting such a strange response, let alone a critique on her skills as a magic user. She immediately reeled her fist back to punch the stallion, only for her fist to come into contact with the shield spell the stallion cast.

"You have a lot of promise to use your magic and your knowledge to be an excellent sorceress, yet you remain a novice because of your grudges, your desire for petty revenge, it's more so hindering your progress not just as a sorceress, but as a magic-user in the general aspect of things," The stallion continued, helping the woman to her feet. "You constantly want to prove that you can use magic to its greatest possible peak of potential, but that's the problem. Magic does not end in one linear path, there's numerous ways you can go, whether it be Necromancy, Healing Magic, mastering the innate magic of the elements that are bound to nature, and yet, you're more focused solely on being strong."

"You act like that's a bad thing, and it isn't!!" Charmcaster lashed out, trying to blast the stallion with several beams of magic, only for her magic to have no effect on the shield. "You think I'm just gonna give up, because of a few words that just mean nonsense?! Don't make me laugh, Tennyson, because I will be the strongest sorceress, and if it means getting rid of you, and your stupid cousin, then I'll turn you to ash!!"

"I don't act like it's a bad thing, because it isn't necessarily a bad thing, if you know what you're doing. Something you clearly have no idea about," Warlock Trot walked through the magical beam, focusing all of his magic to keep his shield up as he spoke, "Take it from me, Charmcaster. As someone who doesn't know who you are anymore, considering I never knew you to begin with, your grudges no longer hold any discernable weight for your goal to solely be strong. I don't know a single thing about you, or these people who claim I'm someone else. I didn't let that stop me from doing what I do best. Doing what's right, no matter what, with the gift I have, to have so much power, yet I only use it when I feel the situation calls for it. I know so little about myself, but I can at least make an effort, let alone an attempt to learn, and who knows, maybe I will remember who I used to be. Besides, I don't mean to be rude, but compared to the things I've seen, this is a valiant effort to show your strength, despite your hinderances."

Max was impressed by Ben's strategy, though he was wondering why he was trying to talk her down. Though, to Max's surprise, it seemed to somehow be working.

Charmcaster's anger was fading, becoming more exhausted, uncertain. She's been letting the unicorn's words seep into her mind, making her think about everything that's transpired in the last few years of her own life. She's constantly thinking as she keeps listening to the unicorn, who is now within grabbing distance of her.

"I've faced an eldritch monster that was trying to take everything I knew away from me. I faced a one thousand year old legend alongside my friends, and brought the daylight back. What do those two events have in common?" The stallion asked, looking at the woman. She didn't have an answer, but her constant pouring of magic into her blast was lessening in power and stability. "The answer is simple. My friends had my back when things got rough, and I had theirs when things escalated. If it wasn't for my friends believing in me, I would've just given up, and everything would've been lost. If I hadn't stood by my friends when Nightmare Moon came back, just to plunge Equestria into eternal night for all eternity, I can only shudder at what kind of fate would've befallen so many innocent lives."

Soon enough, Charmcaster clenched her eyes shut as she collapsed onto her knees, the magical beam dissipating completely as the aura faded from her hands. Charmcaster felt empty.

"Case in point, you were exerting far more magical energy than your body was used to. I was doing the same, just to withstand your attack, but the difference is that I took the time to refine this strength, and perfect certain spells. My plan was to let you exhaust yourself so we could properly talk, and judging by how drained you look, I'd say my plan worked out without a hitch. Look at me, Charmcaster," Charmcaster looked at the stallion, defeated and uncertain. In a flash of red light, the stallion was replaced by the same human that was before her moments ago. "I don't personally feel like I'm Ben Tennyson, I feel like Ben Tennyson wouldn't have been able to do any of this if he didn't have the drive. My name, is Benjamin Sparkle, and as a chance to make amends, on behalf of the guy I used to be, I'd like to start over."

Max walked over, reaching into one of his pockets to grab something, only for Ben to hold out his hand in a stopping motion. Max was apprehensive, but he stopped, looking down at the woman with caution.

Ben held out his other hand for a handshake, smiling as he expected the sorceress to return the gesture. Everything about what just happened just threw Charmcaster for a loop. This wasn't the Ben she fought on occasion all that time ago, clearly not. In an attempt to flee, Charmcaster grabbed some kind of strange pebble from her bag and threw it to the ground, enveloping her in smoke. As it cleared, she was gone.

"She got away, but she couldn't have gone far. I'll go get Gwen and we can still--"

"Let her go." Ben uttered.

Max nearly tripped over himself upon hearing that, and just looked at Ben, uncertain of what he just heard. "She's not a danger, she's just hurting. I'm not sure what came over me, but wow... I really could've handled that better instead of just immediately trying to fight." Ben explained, rubbing his head as he winced.

'Man, that felt incredibly painful... note to self, don't try to overuse multiple spells at once. Really bad headaches will occur.' Ben thought to himself. He got up to his feet and followed Max back to the Rust Bucket, ready to just get some sleep.

[Unknown Warehouse]

"When is little miss hocus pocus gonna get back already, she was supposed to be 'ere hours ago!" A voice called out in irritation.

A woman paced from side to side, playing with some kind of small blade. Her skin was pale white, and her hair, red, spiky, and wavy, like a forever scarlet colored fire was blissfully resting atop her head. She was decked out in some sort of gray armor with red bulbs bulging out of the shoulders.

"Give Charmcaster time, Rojo. Honestly, you're more uptight than that psychotic old geek when he hasn't taken his meds." A deeper gruff voice called out.

Resting against a wall was a more heavily built man, examining what looked like a crystal arm on his body, only to suddenly ignite it in a blistering red flame. Their long black hair obscured their face, but there was a notable X shaped scar on their chin. They wore what looked like a torn up prison jumpsuit, with a white tank top underneath, only now, the jumpsuit was painted completely black with the sleeves torn off.

"She better get here soon, otherwise we're doin' this heist without 'er and her fancy schmancy magic tricks. And don't get soft on me, either, Levin." Rojo sneered, pulling out a sword from her side.

"Don't call me freak, and call me Kevin, and we have a deal. I can start being not soft by putting a crystal in-between your eyes," Kevin remarked, smirking as he aimed his crystalized arm at Rojo. "Just try to stay perfectly still--"

Before the two could make any sudden movements, Charmcaster reappeared, looking exhausted, and very uncertain of what just transpired.

"We have a big problem," Charmcaster screamed out in a panic. "We have to call off the heist!"

"Like hell we are, sneaking beauty," Rojo grabbed Charmcaster by the neck and looked at her. "Where the hell have you been!?"

"And why do you look like you just got out of a fight?" Kevin interjected, getting in-between Rojo and Charmcaster. "I'm all for you showing some backbone, it's about time, but what's got you so spooked? You look like you've seen a ghost!"

"That's because, in a way, I did. You'll never guess who I ran into, you ready?" Charmcaster asked.

"Just spit it out already, we got stuff to do tonight!" Rojo gritted impatiently, "I'm not callin' this heist off, after nearly three years of plannin', for nobody! No way and definitely no how!"

"Cool your jets, Ro, it's not gonna be called off, go get ready and I'll listen to what she has to say," Kevin stated. Rojo groaned and walked off to some board with plans hung up on it. Kevin turned his attention to Charmcaster, looking curious. "Tell me, who'd you run into?"

"Look at your arm and take a wild guess." Charmcaster stated.

Kevin looked unfazed, but he did seem rather intrigued. "Are you sure it was him?"

"He transformed, and definitely looked a little different, but it's hard to miss that watch on his wrist," Charmcaster began to pace, looking panicked. "It's been so long since we had to deal with him, now he just shows up out of the blue, and he's just as strong as ever! He's got a new form with him too, and it knows magic! He outplayed me!! We're gonna get sent back to jail, I can't go back to jail, they're prepared to take all of my tricks away this time!"

"What're you talkin' about?" Rojo intervened. "If you're thinkin' about wussin' out on this heist, then tough luck, you're with us and I'm givin' the orders."

"You don't understand, Ben Tennyson is back. How long has it been since any of us fought him!?" Charmcaster rebutted. Rojo and Kevin looked at each other, then back at the sorceress. "Usually, it'd be his small little family that stops us, and we can get out of that fairly well, they were unorganized. But now that he's back, we might have an actual problem! How do you two not recognize that this could be catastrophic? Everything we worked for, all of our plans, our heist, we have to do everything over and account for his involvement!"

"While you might be right on that front, we don't have time. The heist is tonight, and we're gonna get that fancy artifact if it's the last thing we ever do!" Rojo stated, poking the picture of said artifact. "Both of you, get in the van! We're going. Now."

Kevin wasted no time climbing into the back of a beat-up van, though Charmcaster was complacent, she was worried that this plan of theirs might just falter. Rojo sat up front and started the van, setting the picture of the artifact in the empty seat.

The artifact itself looked like some kind of copper and quartz statue. It looked like a man wearing some kind of garb, shrieking with mortal terror in his eyes. In one of his hands, there seemed to be a pocket watch, and in the other, was a cane.

Rojo smirked as she slammed on the gas pedal, putting the van into Drive. "Next stop, Bellwood Museum of Historical Anomalies."

Author's Note

This is taking a complete turn from the usual, and I like it.

Part 3 will be out sooner, later, and/or eventually.

Also, Post Published Edit: Part 3 may be a bit more lengthy, just so I can get the original story back on track in the Epilogue.

The Reality Master, Part 3

A Boy and his Watch
By TheAlienBrony22

The Reality Master,
Part 3

[Bellwood, Outskirts]

As the RV moved along the road, the other three humans had awakened and were filled in on what transpired just a little bit ago. Needless to say, everyone, even Max, was bewildered and very confused by how Ben didn't handle the situation like they had initially thought that he would. It was like a breath of fresh air, and a kick to the groin all at once.

"So, let me see if I heard all that right," Gwen rubbed her eyes and looked Ben in the eyes, feeling a wave of confusion and disbelief wash over her like a freezing cold shower. "You tried to make amends with Charmcaster, even as she was trying to defeat you?"

"That's the shortest abridging you can come up with, so yes, Yes I did," Ben smiled as he sipped on a cup of water. "I figured, since I don't really have a lot of memories of who I once was, and you four are the first few people who haven't tried to kill me, I might as well try making friends. Not even to mention, she couldn't lay a good solid hit on me with how I was using Warlock Trot anyways, so she didn't have an actual chance to hurt me--"

"Whatsalock?" Lucy asked, perplexed by the name. "I'm guessing that was one of your new aliens, right?"

"Well, I wouldn't call them aliens per se, but--"

"Remind me, what other new aliens have you been turning into, after all this time?" Gwen interrupted. "I definitely want to know what that other alien was, that crystal guy, I mean, the one you used to knock the bravado out of Fistrick. He looked like a more fluorescent and skinnier Diamondhead."

"Diamond-what?" Ben asked, equally confused. "Are you talking about Gemstone?"

"Gwen, Lucy, maybe let's ease up on the questions. Let him speak for a little bit, and then we can ask him a bit more," Ken stated. "But, I do have a question myself, Ben. Gwen was able to show us some of your memories, the memories you accumulated from Equestria. We were wondering if maybe transferring our memories of you to your head will help speed up the process, what do you think?"

"Well, to answer this question about my memories, I need some time to lament on the idea... It feels so strange to be around other humans, and not ponies, so I'm still kinda bothered, and maybe just a little bit uncomfortable," Ben remarked, slowly letting everything sink in. "Let's start with refamiliarizing myself with my supposed 'Human Family'. Tell me a bit about our ancestry, if you would ever so kindly."

"It'll be a long talk, but hopefully we'll be able to fill in the holes that a simple memory transference spell simply can't do," Gwen took a deep breath and sighed, "But, I'll tell you on the condition that you'll tell us a little bit more about Equestria."

"Fair enough, if talking was related to alchemy, this would be the law of equivalent exchange." Ben remarked.

[Bellwood Museum of Historical Anomalies; 15 Hours before the heist]

The villainous trio soon arrive on the scene, right around the museum's closing time. The van is parked in an alley, directly on the side of the museum, with only a singular wall of concrete bricks and mortar between the building and the van itself, keeping the van shrouded in darkness, and undetected. Rojo gets out and opens the back doors to the vehicle, revealing Charmcaster and Kevin getting some gear ready.

"You dummies ready to make history tonight, and make a massive pay-out as a bonus?" Rojo asked with a sinister grin.

"As ready as we'll ever be," Kevin morphed his arm into a red muscular reptilian arm with furry canine claws that looked like diamonds. "Someone has to pay the bills this month, and I know for sure it isn't gonna be one of you two. Remind me, what's the route we going with? Stealthy and Undiscovered, or going in loud and proud?"

"Stealthy and Undiscovered. Problem is, we gotta wait till mornin'. My sources tell me that they found this statue in an abandoned military base, something about an experiment gone wrong or something, I dunno." Rojo abridged the explanation, seeming to not really care for the history. "I didn't care for the nitty gritty, all I know is that the quartz that this statue is made of, it's gonna make us tons of cash, and since my dealer is willing to purchase it per every crystal we can keep intact on it, we can sneak it out the moment it's set up for its unveiling ceremony. We'll take it before they notice it's gone, and make out like masterminds."

"And what's gonna happen if he shows up to stop us?" Charmcaster interjected, "He claims he doesn't know me anymore, but I can't say the same for you two."

"If he does come around and tries to stop us, we'll just kick his butt and knock him off a cliff. It'll buy us loads of time." Kevin remarked, igniting his other arm in what looked like a viscous, yet flammable mold of bright purple fire and magma.

"So all we gotta do, is get up to the roof, and station ourselves above the statue's potential display room. Since it'll be guarded from the outside of the room, we can cut a hole in the roof, and snatch it when we get the chance. Then, it's smooth sailing from here on out." Rojo explained simply, smirking at her own genius planning.

Kevin and Rojo began to make their way around the wall, dressed in casual clothes and obscuring their faces with medical masks, all while Charmcaster was beginning to develop cold feet. Begrudgingly, the magical girl dressed herself into more casual clothes and obscured her face as she followed the two towards the Museum's front doors.

[Bellwood, Residential Neighborhood]

"Wait, wait, say that again," Gwen said, looking like she just heard the strangest and most unforeseen sentence in her life, "You fought an eldritch blob..."

"Yes, with some assistance." Ben confirmed.

"An Eldritch blob, that was turning ponies into zombies..." Gwen continued, questioning if she actually just said that.

"Yes, and believe it or not, it's from sampling this eldritch abomination, that I got one of my stranger transformations, because it looked nothing like what I was fighting down there." Ben remarked.

"What did you call that transformation, by the way?" Ken asked.

"Shellusk. It was like a big ol' rolypoly bug, yet it felt more like a mollusk with a sturdy shell." Ben explained, showing the icon of said transformation to the three individuals.

"Ben, that's Cannonbolt! He was the first alien you ever unlocked, and you used him to fight off a giant planet draining alien tick, and win!" Gwen stated.

"And nothing like that is coming to mind, seriously. If I truly went through something like that, surely I'd be able to remember it, right?" Ben asked curiously.

"This isn't gettin' us anywhere, lemme try!" Lucy butted in, moving Gwen to the side as she morphed her arm into... a huge purple mud tentacle!? "Ben, let me educate ya on how you, and your family, prevented a peace treaty from going south."

"I don't think I like where this is going!" Ben said panicking.

Before anything else could happen, the RV came to a halt, showing a somewhat classy suburban home. Ben looked at it for what felt like an eternity, and for a moment, Ben felt as if his heart did two beats at the same time and caused a sharp pain to be sent throughout his body. He felt a couple more tears form in his eyes, and as he let them cascade down his cheeks, he felt the old man, known as Max, guide him outside, and towards the home's front door.

'I can't do this, I can't do this, I don't know these people and it'd be disrespectful to claim I'm their son... I- I don't know what to do, but I need to get back home... As Soon As Physically Possible!' Ben thought to himself in a panic.

"Hey, it's okay. They're not gonna hurt you, and neither are we... you're home, Ben. Go on, knock on the door!" Gwen encouraged with a smile.

Mustering up what strength he had, Ben formed his hand into a fist and lightly knocked on the door. He was scared, in an unfamiliar world that had people like him, yet despite that, he didn't feel like he belonged here. If this was where he came from, Ben seriously felt like he didn't belong here. When the door opened, it revealed a man with brown hair and faded green-ish brown eyes, and a blonde woman with blue eyes.

"Hey dad, what brings you out here so late, and who's this young man?" the man asked, looking at Ben. Ben instinctually waved awkwardly at the married couple, an uncertain smile forms on his face. Ben has no idea what to do, let alone what to say.

"Carl, Sandra, I think I remember how distraught you were when Ben disappeared... so, by unexpected luck of the draw, we found him. Or rather, he found us." Max stated with a smile.

Carl and Sandra were shocked, and were quiet as they looked at the young man standing before them. He looked a little bit like Ben, despite some obvious changes. Same eyes, eye color, same messy brown hair, and of course, the one thing they got used to, for a time, was a certain watch on his wrist, which made Carl reminisce about when he first found out... and how much the repairs cost to fix the entire house.

Sandra walked up to Ben, holding his face in her hands, looking like she's about to cry an entire river.

"There's just one small problem..." Ken remarked, awkwardly scratching his head.

"What do you mean? If this is Ben, then there shouldn't be a problem, regardless of how small. We have our son back, that's good enough for me." Carl stated with a smile.

Ben finally felt it. Some kind of invisible metaphysical weight on his shoulders, keeping him from moving away, and he was about to snap under that pressure. Ben, without thinking, quickly got some distance between himself, and the numerous people he was surrounded with, the people he was supposedly related to.

"I guess we overwhelmed him a bit. But hey, c'mere son and give me a hug!" Carl called out, stretching his arms out. Ben was, needless to say, unable to respond. "C'mon Ben, it's alright, you're home. If you're scared about the house getting trashed again, don't worry. Remember, we took care of Vilgax, together."

"I... I-I...I'm not...n-n-not..." Ben was struggling to get the words out. Ben felt a sudden torrent of emotions wash over him, as well as something coming back to him. Ben felt ill, seriously ill. He fell to the ground, sitting on the sidewalk as something came rushing back to him.

Ben began to remember something.

[Bellwood, Tennyson Residence; 9 years ago. 2 Weeks before Ben's disappearance...]

Memories...

In the midst of a ruined house, a tall squid-like humanoid creature in armor, presumably this 'Vilgax' person he's heard about, fends off a huge round ball, covered in a type of shell. Ben knew this form as Shellusk, or as Gwen called it, 'Cannonbolt'. A man in a green shirt, presumably his supposed father, runs out of the house as the shelled sphere rolls out, letting the house crumble all around the huge squid-like creature.

It hurts too much to remember...

Ben can't hear anything, but can see the motion of the creature talking to the man, they're talking about something, but it's too muffled to hear clearly. Ben couldn't hear what he was saying, let alone figure out what he was saying in the first place, yet he felt as if it was important... yet somehow, he could hear and see something that didn't seem like it was supposed to be there...

He wasn't there before...

Out of the corner of Ben's eyes, on his right, was a statue made of quartz. One that had a very distraughting accurate look to Paradox, down to the face shape, the accessories, but why was it made of quartz?

This isn't right...

NOTHING about that seems right...

Flashes of numerous lights clouded Ben's vision, and all he could hear, was Paradox screaming something, screaming in what could only be compared to as a fit of undesirable rage. All the while, the statue he was looking at, was beginning to crack, and the screaming got louder.

Got to find a way back home.

"You WILL Remember who you are, and when you do, I'll keep you in the world you belong in forever!! There's no debating this, I will fix this timeline, and Equestria, and its inhabitants will be a lucid dream, nothing more and nothing less! No matter what you do, no matter what you attempt, I. WON'T. LET. YOU. GO BACK!!! You don't belong there, Benjamin Tennyson! The sooner you come to grips with this, the better you will be!"

The screaming echoed around Ben constantly, to the point where Ben himself felt like his head was about to pop. He felt like he could hear a hushed whisper amongst the constant screaming, and Ben tried to reach out to where he could hear it--

Ben sat up, his eyes wide and breathing heavily, his face drenched in sweat and a slight blue hue being recognized on his face. He saw the numerous people standing around him, concerned about what just happened. Ben didn't have an idea on what exactly he saw, but that quartz statue and Paradox's words were seared into his mind.

"Ben? Are you okay? You kinda fell backwards and started to mumble as your face turned blue." Ken asked, kneeling down to look at his cousin.

"Ben, do you remember us?" Carl asked, holding Sandra by his side.

"I... I think I remember a small bit, but at the same time, something doesn't feel right... I feel like somehow, I remembered something... wrong. I don't legitimately know how to explain it, but for some reason, I need to sit down and watch... uh... What's a TV?" Ben asked.

Everyone looked at each other, seeming very concerned, but helped Ben to his feet and brought him inside the house, setting him on the sofa as they turned the TV on.

Everyone stood on the sidelines and watched Ben, looking at each other with genuine concern. No one really knew what to say, let alone acknowledge about the situation, until Lucy spoke up.

"Am I the only one feeling like something clearly ain't right 'ere?" Everyone turned towards the blonde teenager, "C'mon, look at him. Something's goin' on in that brain of his, and by the looks of it, it's nothing good. Gwen, you need to look into his head, see what he just remembered, maybe that'll give us something to work off of when gettin' Ben to remember who he is. If it isn't anything pleasant, then it might not be worth dwellin' on."

Gwen slowly approached the sofa and sat next to her cousin, who seemed to be hyper-fixated on the current program. Gwen saw Ben in numerous states before, even under hypnosis, but she's never seen him be so focused, even on the video games he used to play.

"Ben, I--" Gwen was interrupted by Ben putting his index finger up, then turning the volume up on the program.

"--Well look no further, fellow Anomaly Searchers, because tomorrow morning, at the Bellwood Museum for Historical Anomalies, we're unveiling the biggest and most unexplainable Anomaly yet. Racking in a cash worth of six point three-trillion dollars, is the statue of stone that's got everyone abuzzin'! Behold, the 'Para-Quartz'! Also known as, 'The Quartz Man of Los Soledad'!"

The screen shows an image on-screen, and Ben's eyes go wide, dropping the remote as he could feel every nerve in his body, every valve in his heart, every drop of blood in his body... he felt so cold, Gwen could swear she saw Ben turning a bit blue all over. The artifact itself looked like some kind of copper and quartz statue. It looked like a man wearing some kind of garb, shrieking with mortal terror in his eyes. In one of his hands, there seemed to be a pocket watch, and in the other, was a cane.

Ben remembered seeing that statue in whatever in Tartarus he could even call that re-surfacing memory. Somehow, deep within his soul, he knew that statue wasn't there all that time ago, yet he could see it on the screen of the television, clear as day. Ben could feel a devastating chill running along his spine, and Ben found himself clutching the Omnitrix, almost as if he was expecting it to do something.

"According to several former military staff, including scientific researchers who have come forth recently to document what this anomaly is, there was a super secret project being done at Los Soledad, the abandoned military base. Sometime back in the 1950s, a nameless man who seems to have his information expunged from all possible sources, and his assistant, Hugo, received government funding to break a hole in the space-time continuum, simply dubbed, 'Project Paradox', or something like that. It sounds like absolute science fiction, ladies and gentlemen."

"It really does, and most of this stuff is fake." Ken remarked, sitting down as he watched the program.

"However, a slight miscalculation, according to several reports, and an explosion accidentally caused by Hugo, who was beginning to panic when something went wrong, accidentally threw his partner into the event horizon, and that was the last thing anyone ever heard about him... until now. Recently, our loyal and hardworking Anomalous Archivers have been scavenging and searching all that remains of Los Soledad for one more piece to the puzzle. But this statue, it may just have given us another mystery to solve! This statue, according to a few researchers, have analyzed that this statue is comprised of three different materials. Copper, Quartz, and what can only be described as 'Preserved' human remains. It's unclear as to if these rumors of human remains being apart of it are true, but there's a true horrifying fact about this statue that's come up, as of recent discovery. If you put your hand up to where its heart would be, you can feel the warmth, and the beating of a heart--"

The TV was shut off. Ken and Gwen looked at Ben, who looked pale in the face, terrified, and very uncertain. Ben got up and made his way to the front door, only to stop when Max got in the way.

"Something wrong, sport?" Max asked, seeming unnerved by how pale Ben was, and concerned by how terrified he seemed to be. "If something's not right, you can tell us. We can help--"

"I need to leave and get some air... I need some time by myself, please." Ben stated directly, not making eye contact as he continued to keep his grasp on the Omnitrix.

Max moved out of the way slowly, only for Ben to rush out the door, running down the street into the cool air of the night.

"I don't know what just happened. He just looked at that stupid statue, and all of a sudden Ben's running away," Gwen lamented on what transpired, and could only come up with one question, and had a somewhat regretful look form on her face. "Are we trying too hard to make him remember? I don't think he's feeling well with being swarmed so much like this."

"I guess he's just used to having some time to himself... hopefully he'll be fine," Ken remarked.

"Benjamin Tennyson, are you here?" A voice rang out, showing a man in a labcoat, with an unsettling grin on his face. ~~Professor~~ Paradox. "You seem to have gotten away from me, and I need to talk with you."

Everyone was, needlessly to say, very uncomfortable and seemed to feel an existential sense of dread from the man. The man's smile soon became a frown, and he looked a bit surprised. "You can see and hear me, can't you?" The man asked, seeming displeased when everyone shook their heads yes.

"What a pity, and dare I say... WHAT A WASTE OF MY TIME!!" Paradox's voice boomed, causing everyone to jump, though Lucy and Gwen got ready for a fight, in case things escalated. "I succeeded in bringing Benjamin home to his original universe, and yet he continues to defy me, saying that he wants to go back home, when he won't realize that I did in fact bring him HOME..." Paradox took a deep breath, and his frown turned into more of a scowl. "I'm starting to get right properly annoyed by this, and he won't listen, not even to his biological family, his real family."

"You think that maybe Ben has been away from here so long, that the only place that feels like home, is Equestria? I don't understand why he'd think like that, but I get the appeal. Compared to here, Equestria sounds like a good place to be. No criminals to deal with, no destruction, and no psychotic alien weirdos." Ken remarked.

Paradox shifted his glance towards Ken, and just stared him down. Paradox sighed and walked to the door, only to look in Gwen's direction.

"Gwendolyn, if I were you... I'd go after Benjamin Tennyson, now... before he does something he might regret... later." Paradox hissed, and without another word, he vanished without a trace as he walked through the door-way.

Everyone was terrified, and Gwen, she gritted her teeth and her eyes began to glow blue. She had to find Ben, and she had to find him now.

[The Null Void]

Celestia rests on a small floating rock the size of a small island, writing something down on a piece of parchment paper she took with her.

'Plumber's Log: Day 12,

I am so close to finding Ben, but I fear that I may show up too late. I've had minimal issues of losing the trail of magic, and the closer I get, the stronger the magical output is made. Soon, I'll get Benjamin Sparkle back, and then we'll return to Equestria... I have much to explain, not just to my sister, and not just to my most faithful student and her friends... but I have the most to explain to Benjamin himself... Mother, give me thy strength once more, the strength to persevere.

-Princess/Magister Celestia'

Celestia rolled the parchment into a scroll, tucking it into a satchel as she focused on the trail of magic. She felt it fluctuate, just a smidge, but she was right at the cusp of entering another world. The alicorn took a deep breath, and flew up as fast and as high as she could muster, and saw a fluorescent yellow portal open up above her, and she lunged right through it. The portal soon closed, and the hardest part of the mission was now in-effect.

Locate and Rescue Benjamin Sparkle.

Failure was not, and nor was it ever an option.

Author's Note

Well, this was a long time coming. Getting back into the swing of things can really be difficult sometimes, but the more you try, the easier it tends to be.

I'm not sure when the next chapter will be out, but hopefully it won't take me several trillion centuries to get it out.

And while I'm here, I may as well post an updated list of Ben's current available transformations, because why not.

Starburner ---> Heatblast

Beelzebeast ---> Wildmutt

Ghooligan ---> Ghostfreak

Cyberpunk ---> Upgrade

Smart Toad ---> Grey Matter

Fourest Fighter ---> Four Arms

Halibite ---> Ripjaws

Speed Demon ---> XLR8

Gemstone ---> Diamondhead

Skunksquito ---> Stinkfly

Warlock Trot ---> Unicorn Transformation

Shinzilla ---> Dragon Transformation

Shellusk ---> Cannonbolt

Heavy Hydrant ---> Overflow

All-Sight ---> Eye Guy

Prismatikk ---> Chromastone

The Reality Master, Part 4

A Boy and his Watch
By TheAlienBrony22

The Reality Master,
Part 4

[Mr. Smoothy]

Ben ran for what felt like hours, he sped past several people and looked to be in a frenzied panic. Ben constantly looked around and felt too overwhelmed, it was like the world itself was growing around him, trying to trap him in some kind of limitless, yet very closed off space.

Ben stumbled and pushed through people, trying to catch his breath as he sat down at what seemed to be some kind of picnic table. Unfamiliar with the location, Ben looked up at a bright neon sign with some kind of beverage cup with eyes, arms, legs and a wide smile seem to be staring him down. Ben read the letters on the sign, and didn't have much of an idea of what exactly he was going to expect... but to be fair, Ben hasn't eaten anything since he got to this odd world, and the food that Max guy made, it didn't even seem to resemble food, and more resembled failed science experiments.

"Well, I guess it couldn't hurt to try something... maybe that's what's wrong, I haven't eaten anything!" Ben rationalized.

Ben cautiously walked up to the counter, seeing some guy with black hair and pale gray skin behind the other end. "Hello, welcome to Mr. Smoothy, what can I get you?" The guy asked, lacking enthusiasm in his nasally voice.

"Uh... do you have a recommendation?" Ben asked, not familiar with what they sold. The guy handed Ben a laminated list of flavors, and Ben was hardly able to comprehend most of the flavors that were somehow available, let alone approved for consumption. "I've never felt so disgusted, yet so curious all at once..."

"Ben!!" a voice called out. Ben sulked as he turned around, seeing an exhausted Gwen running towards him, "Ben, talk to me! I want to help you, but you need to let me!"

"How fast can you make one Grape smoothy?" Ben asked.

"Fastest we can manage is two minutes, sir." The guy stated, looking like he wants to be somewhere else immediately.

"How much does it cost?" Ben asked, hearing Gwen getting closer.

"Five dollars for a small, seven dollars for a large. 6 dollars for a medi--"

Ben quickly tried to grab his satchel of bits, only to find that it was replaced by some kind of small leathery storage fold. He opened it up and saw several green pieces of paper and fished out six of them, sliding them towards the guy, who was rather enlightened by the fact that Ben seemingly just gave him six 5 dollar bills without hesitation.

"Do it in a minute, please, and keep the change." Ben remarked, seeming very jittery and panicked.

The guy behind the counter shrugged, smiling as he announced an order for a medium grape smoothie with the works. Ben turned around, seeing Gwen, now at arm's length of him, heaving and trying to catch her breath.

"Ben, we... we have to talk," Gwen said, coughing as she tried to catch her breath. "Some guy, in a labcoat... he said he brought you here. Is there something you're not telling us?"

Ben said not a word, and would've honestly liked to get out of this situation. However, he felt something finally click in his brain, after worrying and worrying all night, he decided to try and listen, if not for a moment.

"Ok, fine... let's take a seat, I think my smoothy will be done soon." Ben remarked. "be warned though, you might not believe me when I say that this guy is a real psycho..."

As Ben and Gwen make their way over to a vacant table, A figure who can't be seen is stalking the individuals, seeming rather... displeased.

[Yosemite National Park]

Deep within the darkness of the thick woods, several anomalous sparks of light began to flicker into existence. Soon, it became stronger and the sparks were more abundant, soon forming into a huge glowing fluorescent yellow portal. From that portal, came Celestia. As the princess gained her footing, she steadied herself and took to the skies, examining the area from a bird's eye view.

"So this is where Ben ended up, I presume... I must admit, I was expecting more." Celestia told herself.

Celestia focused on the magic she could track, and soon followed a trail. She landed downwards and trotted towards a crater, a crater that had grass growing all around it. At the center of the crater, was a big metal ball, one that seemed to be opened. It was brimming with that magic she was tracking, and it felt ever so slightly ancient, primordial, something that's been around far longer than it should've been, and it was almost enough to mask the Omnitrix's magic signature, which was equally just as prominent and noticeable.

"I get the feeling that the one who harmed one of my little ponies, is also the one responsible for taking Ben away... but why here of all places?" She wondered. Celestia used her magic to cast a spell, one that seemed to project a scene from this location's past. Celestia sat on the soft ground and watched what played out.

An image of Ben, back when he was just 10 was wandering the woods alone, until he sees a shooting star. As it veers off course and hurtles towards him, the explosion helps Celestia signify that it created the crater. As Ben ventures towards the sphere, it opens up, revealing the same device that was on Ben's wrist when he first appeared in Equestria.

Celestia's spell soon dissipated. Curiosity getting the better of her, she follows the magic trail, flying towards where she'd be investigating next.

"Benjamin Sparkle, could this be where you came from?" Celestia asked herself, flying through the cool night air.

[Mr. Smoothy]

"So, do you want the short version, or the long version of how I know this 'Paradox' guy?" Ben asked, sipping on his grape smoothy.

"Long Version, then the Short Version, for an easier comparison." Gwen answered.

"Well, it's hard to explain at all how I met him the first time, probably without even realizing. When I was 11, I went with my dad, Nightlight, to a small country town known as Ponyville. I had no idea what I was in for, whether it was the people I'd meet or the friends I wouldn't have expected to make. I certainly wasn't expecting to be beaten and battered by Timberwolves, just because I didn't like the idea of someone else getting chewed up and turned into a snack for a bunch of wooden wolves," Ben explained. Gwen was fascinated, but also more curious about what Equestria was truly like.

"Originally, before I did such a selfless feat, I was having issues of my own, self doubt, lamenting on a very bad failure, until this peppy pink pony started to help me realize that holding onto such negative feelings wasn't going to get me anywhere, so I started to be more optimistic and it's why I still continue to use my powers. But, I'm getting off topic a little bit. When I was being treated by the town's doctor, Nurse Redheart, I must've had some kind of existentially real dream, because I saw Paradox there, and he seemed to be motioning for me to come closer. Before I knew it, the dream began to collapse, and Paradox was trying to reach out to me, yet I pulled away. I then woke up, surrounded by the friends I somehow managed to make."

Ben took another sip of his smoothy as he watched Gwen write down everything he said, making little notes of her own on written info. "You remind me a lot of my sister, Twilight. She's studious, takes a lot of notes, and always seems to excel, no matter what she does." Ben commented, chuckling a bit, "All you're missing is purple hair and a baby dragon for a brother."

Gwen smiled, glad to see Ben finally seem happy, until she saw Ben's smile falter.

"The second and most notable time I remember running into Paradox, was when I encountered him after he broke into my parents' house in Canterlot. He was trying to get me to willingly go with him, but I could just feel like this wasn't going to be as pleasant as he was letting on. I constantly evaded him and avoided touching him, and made sure he couldn't touch me, till he finally backed off. Every now and then, it's like I can feel him nearby. It'll feel like an invisible or metaphysical weight has been cast onto me without knowing, and it makes doing certain things difficult. The only recent times I saw him was when I found out that they nearly killed someone back in Equestria, just to get my attention..."

Gwen could feel a strange and unearthly tension in the air. The tension was so thick, you could probably plant explosives in mid-air with relative ease. Gwen looked Ben in the eyes, seeing a sense of guilt, regret, and anger dwelling in his eyes.

"They killed one of my only allies that seemed to know something, or have any kind of inclination of what he could've possibly wanted... They scared my sister into almost thinking Celestia was some kind of monstrous fraud, and they nearly killed an innocent bystander with a warded letter. It's why I've been so apprehensive of this place, this world. He brought me here against my will, and I can't trust a single thing here... I haven't eaten anything since I got here, so I decided to get this smoothy, because I had no other options, other than to starve."

Gwen was beginning to understand why Ben was being so standoff-ish and unwilling to remember... he doesn't truly know if he's somewhere real, and unmanufactured.

"I've closed you and everyone else off who is in this world, because I can't trust this place. For all I know, Paradox made this place and he's trying to lull me into a false sense of security, so he can either kill me, take the Omnitrix, mind control me into some subpar servant, or maybe he has bigger and scarier plans for me. Either way, I won't go down without a fight. I will find my way back to Equestria, I'm going to find a way to stop Paradox, and when I do, maybe he'll finally leave me alone and drop this nonsense!"

"Ben, I can understand your apprehension. At first, on one of our old adventures, back when we were kids, you had one of the worst days ever on summer vacation. On that said worst day, a villainous group called the Forever Knights kidnapped you, and made you go into a dream simulation of your 'perfect day', and you couldn't see it was all fake. I get it, but ask me anything that I know about you, and I can prove it," Gwen explained, getting up as she held her hand out. "Let me prove that this is all real, that you're truly home, and Paradox is just making you paranoid."

Ben took every word she said and let it sink in for a good few seconds. For a moment, momentary images flashed into Ben's mind, showing several familiar logos and emblems, even people. Ben sighed and reached out to take her hand, only for a sudden crash to abruptly disturb the peace.

"Oh what now?!" Ben and Gwen groaned in unison.

Out in the street was a huge dust cloud, and from it was a ginormous frog-like creature, with moss green skin and a light green neck. It has two small horns on its forehead and two bone horns coming out of the sides of its head. It has four red eyes and orange lumps. It has an olive, spiky tongue. It let out a low bellowing croak.

"Oh great, Animo's out of jail... for the umpteenth time... again. Seriously, does this guy not know the basic definition of a Bank Holiday!?" Gwen snarked, seeming irritated as she got ready to fight.

"Wait, that frog has a name?" Ben asked, seeming unsure of if he's going to fight.

"Well, that would just be narcissistic of me, Benjamin! Naming one of my glorious creations after myself?!" A voice called out, seeming slightly old, but also seemed to be full of energy. Atop of the monstrous frog was a man with sickly bright green skin, white messy hair, and what looked like giant robotic lobster arms in place of where his normal arms would be. "What do you take me for, that Kangaroo Kommando fool!?"

"Considering I have no idea who you are, or what a 'Kangaroo Kommando' is, I'm gonna be honest with you and say, I have no idea what you're on about, let alone who you are." Ben stated, seeming very confused.

"You don't know-- How dare you!! No one forgets the might and the brains of Dr. Animo!! Hear me, Benjamin Tennyson," Animo called out, pointing to the young man in question. "Allow me to remind you of what I'm capable of, and I shall demonstrate as such, with a brand new trick."

Animo then let one of his lobster arms begin to crackle with a very familiar green energy, and letting the other arm crackle with a bright orange energy. He shot an orange and green blast at the ground, revealing a brand-new monstrosity.

"It's been quite a long time since we've battled, Ben Tennyson, but I, Dr. Animo, always comes prepared with Alien DNA, that I extracted from your watch so long ago! Let's see how you like my newest creation, something I've decided to repeatedly make, till it was perfect!!" Animo announced. "Awaken, my fierce Animalien, and destroy Ben Tennyson!!"

The blast of clashing energies soon dissipated, revealing what looked like a blend of a lion, a hornet and a shark, with Starburner's blistering burning flames and molten rocks coating the monster's body, with Cyberpunk's odd technological patterns painting the creature's mutated face. The beast had a Lion's body, bear legs, lion claws and shark teeth, as well as a shark tail and fin, each one equally messed up by the conflicting components of its creation.

"Man, Fluttershy would NOT like you, Doc." Ben remarked, seeming truly horrified by the beast that stood on its hindlegs, roaring as it prepared to attack. Ben turned to face Gwen, activating the Omnitrix. "Guess it's Hero Time, right?"

"Oh, it's definitely Hero Time," Gwen's eyes glowed blue as a blue aura formed around her fists. "I'll go after Animo, you keep his mutant at bay."

Gwen dodged the mutant and ran towards Animo and his mutant frog, all while the monstrous 'Animalien' re-focused its attention on Ben, who seemed to be having trouble with selecting a form.

"Come on, Omnitrix, please don't do this to me, now! I'd like to go back to Equestria in one piece, and not in a body bag!" Ben pleaded. The core popped up, showing Ben Heavy Hydrant's icon. "Perfect, let's cool you down, beast!"

Ben slammed onto the Omnitrix, enveloping himself in a bright green light. As it died down, Heavy Hydrant wasn't the alien present, instead it was Gemstone.

"Oh great... the one time I want to play it safe, this stupid watch picks now to tell me to challenge myself," Gemstone remarked, gritting his teeth as he formed his arms into jagged crystal mallets, turning a mild scowl into a smirk. "Fine then, I'm all for a good challenge. Bring it on, Smokey!"

Gemstone lunged at the mutant, hearing it roar as they clashed, wrestling as they tried to gain an advantage. Gemstone repeatedly smashed his mallets into the mutant's chest and stomach, causing it to stagger as he continued to wail on it, then send it flying across the street with a powerful mallet uppercut.

Gwen was evading and countering the frog's monstrous tongue, creating these bright blue shields to block the tongue's physical strikes, and throwing bright blue spheres of light into the frog's mouth, causing them to explode, earning croaks of pain and vast discomfort from the mutated amphibian.

"You must've gotten lazy this time, Animo, you're not trying as hard as you did many times before!" Gwen remarked.

"This time, I don't necessarily need to! I've perfected the fusion of different species so well, that my new and improved transmodulator is practically the pinnacle of creating new life, that will obey me!" Animo revered in his genius, all while his 'Animalien' was being beaten and tossed around by Gemstone, who by this point, was starting to get very, very tired.

"Oh man... I don't think Gemstone even has a stomach, yet I feel like I have to hurl." Gemstone remarked, his voice wavering. He was feeling a bit weak, and starting to stagger, all while the Omnitrix was sparking with a deep blue electrical spark.

"Hang on just a little longer, Ben! I'll give you some help as soon as I-- URMPH!!!"

Gwen was then cut off as she got surprised by the frog's tongue, wrapping around her as it began to crush her and suffocate her, then pulling it into its mouth, all as Animo laughed, seeming triumphant.

"Gwendolyn, you're gonna have to speak up for him! You seem to have a frog in your throat, or is it the other way around!?" Animo joked, laughing hysterically. The 'Animalien' managed to get one hit on Gemstone, sending the crystal alien tumbling to the ground as Gemstone transformed back into Ben. Ben held his head, feeling ill and was in some serious pain. "Behold this sight for the first and last time, Benjamin Tennyson! I, Doctor Aloysius James Animo, have finally beaten you and your cousin!! With you too weak to fight, and your alien DNA, ripe for the picking yet again, I will be the most powerful scientist this world has ever known!!"

Ben was getting angry, and he tried to pick himself up, but he was too drained. He was slipping in and out of consciousness, all as Animo slowly approached him. Ben tried, and tried, and tried to get up and fight back, but his body seemed to be restricted. Ben grit his teeth, and tried to do something else, and proceeded to roll away from Animo, rolling on his side along the concrete and asphalt to gain distance. Ben didn't get very far, only to roll into the base of a street lamp.

Ben looked at the Omnitrix, and saw it recharging, for the first time in two years, glowing red as it slowly gained back energy. Animo stood over Ben's body, cackling like a madman. "Any last words, Benjamin?" Animo asked.

Before Ben could say anything, or do anything for that matter, Animo's body was covered in some kind of bright aura, and was then immediately flung upwards into the neon sign for the Mr. Smoothy.

Ben looked at Animo fall to the ground, groaning as he was now in a weakened state, then turned towards the sound of hoofsteps approaching. A shadow cast over him, and above him, was Celestia, looking rather stern and very cross.

"Princess... Celestia?" Ben asked, barely able to get the words out.

Celestia used her magic to move Ben onto her back, only for him to gesture to the mutant frog, seeming to be struggling to choke down its latest catch.

"Someone's... in there... please.." Ben couldn't get another word out till he fell unconscious.

Celestia moved towards the mutant frog, and used her magic to pry its mouth open, showing Gwen, using her powers to make a wall at the frog's throat so she didn't fall in. Celestia grabbed Gwen with her magic, pulling her swiftly out of the frog's maw, setting her down on the sidewalk. She glared at the overgrown frog, and used her magic to grab the 'Animalien' and launched it towards the frog, doing some significant damage.

Before another move could be made, the two mutated animals ran away, no longer being controlled by their creator, who was unconscious himself. Celestia took a deep breath and looked back at Gwen, who seemed to be examining Ben's condition.

"Do you know him, human?" Celestia asked, her voice calm and soothing, if not a bit cautious.

"I'm his cousin, so yeah, I do know him... I just wish he'd remember me," Gwen remarked. "I'm Gwen, you must be this 'Princess Celestia' I've heard so much about from Ben."

"That is correct, it's been a bit difficult to keep myself scarce in your world for such a short time, but I was able to track him thanks to his magic signature, thankfully." Celestia stated.

"So, what exactly is going on? How did you find us? Ben re-appears after being gone for a pretty long while, doesn't remember who we are, and has memories of a land full of--"

"Talking equines with magical powers? Yes, that would be rather strange, wouldn't it," A voice rang out. Gwen and Celestia turned around, seeing the one person that was becoming more of a danger than a help. ~~Professor~~ Paradox. "So, I see Benjamin has fallen ill, quite the shame. Perhaps I can help, if you'll allow me to--"

"Who are you?" Celestia asked, interrupting the man.

"I am Professor Paradox. I'm merely here to help Benjamin, and I've succeeded in bringing him home to his home universe... now, it's just a matter of getting him to remember who he is," Paradox explained, that psychotic grin still plastered on his face. "So, do me a favor and hand him over to me, I can bring his memories back easily. Just have to remove the unnecessary stuff and put everything back into place!"

"Wow, you can just do that, and you didn't say that earlier why?!" Gwen asked, seeming a bit irate. Celestia was about to be welcome to the idea, until a question popped in her head. "Well, I suppose we could let him do that, as long as nothing too crucial is removed--"

"What exactly do you mean by 'unnecessary'? What is it exactly that you plan to remove?" Celestia asked.

"Oh, nothing important, such as his memories of Equestria, The Elements of Harmony, even having to destroy the DNA Samples of his Dragon and Unicorn forms will have to be done, and reversing the magical mutation done to his transformations will take some time, it'd mean he'd have to be comatose for a longer period of time, not that it'd be a bad thing," Paradox went on and on, talking about wiping Ben from every single entity's memory entirely of his existence, mainly back in Celestia's universe, leaving Gwen to second guess the idea.

'If Ben were to find out in the end that we had to wipe some memories to get the old him back, I don't think he'd be able to handle it, let alone want to remember who he was before, if it meant forgetting so much.' Gwen thought to herself. She looked at the Alicorn by her side, seeing a look of genuine distain and disgust form on her face, and it was clear what their answer was.

"So, either way, nothing too important would be lost. What do you say?" Paradox stated, his unsettling grin still plastered on his face.

Not a single word was formed, and Gwen pulled out a small book with what looked like arcane symbols before she found a spell to use. Her eyes glowed blue and she gritted her teeth as a blue tornado surrounded herself, Celestia and Ben. Celestia was impressed by Gwen's grasp on magic, let alone even knowing magic at all, but decided to give one last set of words for Paradox.

"You dared to harm one of my subjects, possibly even my top student if you had gotten that far... then you abduct the one human that is my responsibility and promptly weaken him, have you not a speck of shame?!" Celestia remarked, getting a mild reaction out of Paradox, a simple widening of his eyes was all Celestia needed. "I can feel it, it's not magic, but it is something I'm quite familiar with, as someone who has a time travel spell locked up in the Canterlot Vault. I don't know, nor do I need to know your goal, but you will not tamper with the Elements of Harmony!!"

"TUR-BO!!" Gwen exclaimed. And in a flash of light, and a gust of wind, they were gone.

Paradox was just standing there, that very moment playing back in his mind numerous times on repeat, seeing them doubt him and run from him... It was beginning to really make the time walker seethe and struggle, to the point to where his patience was at an all time low. His grin turned to a scowl, and his grey eyes, flickered with a fluorescent blue.

"So, she wants to put on a plumber's suit and play like a caring princess, does she?" Paradox quietly asked himself, chuckling as his scowl grew more sinister and practically psychotic, "Then I'll show her what happens when you mess with things beyond your understanding. I'll leave your world and this world alone for now, Celestia... but I will come back. and Ben Sparkle, will be no more... there will only be... Ben Tennyson."

Paradox begins to slowly lose himself in a maniacal laugh as the world around him stops in time.

[Tennyson Residence]

In a blistering burst of strong winds and bright blue light, Gwen, Celestia and an unconscious Ben manifest into the living room. The room was dark, with only the kitchen's lights on, revealing Max, who has been up waiting for them. He was expecting Ben and Gwen, but the alicorn was an unexpected surprise.

"Grandpa, I can explain, but that can wait till tomorrow... right now, I am too exhausted, and Ben's out like a light." Gwen gestured to the unconscious Ben on Celestia's back, slumping and falling to the ground, still blissfully unconscious.

Celestia laid on the ground, wrapping a wing over Ben's body. "I will keep watch over him, he is still my responsibility." Celestia stated, using her magic to move a pillow from the sofa towards Ben to lay his head on.

Celestia closed her eyes, hoping that tomorrow, will bring about some clarity, as Max and Gwen went to get some sleep.

[Bellwood Museum of Historical Anomalies, Rooftop; 8 Hours before the heist]

Rojo and Kevin are resting, wanting to have enough energy to complete the heist in full. All while Charmcaster looks out to the street from above, taking time to think things over.

"Stuck working under my uncle, now I'm stuck working under some heinous bitch with a confidence complex, and an escaped prisoner with all of that doofus's powers, plus his own. All I have are magic tricks, basic spells and I don't even have my spellbook anymore... doing petty crimes, simple heists, this isn't going to last forever... what else could I do?" Charmcaster told herself.

Soon enough, a flash of light was enveloped behind her and she turned around, seeing that Kevin and Rojo were gone, with only a singular note on some notebook paper in place of where they were. Charmcaster picked it up and read its contents,

'Dear Charmcaster,

I'm borrowing your 'friends' for something important. And in regards to your predicament, I'd recommend just finding a normal job, wipe the slate clean. Forget about heists and crime and such, just live your life, live the life that you never got to. Just steer clear of Ben Tennyson, and everything will be peachy.

Sincerely Yours,'

Charmcaster, curious about the individual who left the note, tried to use a tracking spell, to track the originator by their mana. Unfortunately for her, the letter was warded, but she managed to cast a containment spell, letting it explode in a violent and sporadic manner in a massive magical bubble. As the bubble popped and dispersed the energy, Charmcaster was a bit worried.

"Why did I take that stupid long haired freak's offer to join this heist!? It was supposed to be simple, now they're gone and a strange letter just attempted to kill me!" Charmcaster looked around and quickly made her way down to the van, still hidden and secluded within the darkness of the alleyway. She attempted to make her way to the driver's seat, only to find that a symbol, one usually made for destructive wards, was carved into the side of the door, glowing a radiant blue.

Charmcaster ran out of the alleyway, and heard the van suddenly detonate, blowing up and scattering flaming parts and debris onto the road, causing quite a few car wrecks in the process. The sorceress stared at the carnage, thankful she got away from it before it went off, but she collapsed to her knees, having what can only be described as a breakdown. "This is madness, that wasn't there before! What is going on tonight, nothing makes sense anymore!! Do you hear me, universe!? I'll change, just stop trying to kill me and go back to making sense!!"

At that moment, reality, space and time seized its motion. All sound in the area was now mute. The colorful night time array of lights, people, even the fiery destruction she narrowly evaded, had all lost its color, becoming merely hues, tints and shades of gray, white and black, all except the few clouds in the sky, which ironically turned pink, almost resembling huge floating masses of cotton candy.

"Sense, my friend? You want this world, full of magic, aliens, and crime... to make sense?" A voice echoed out, laughing in a playful, yet merely hysterical tone. Charmcaster got up, wiping the few tears in her eyes as she stumbled across the road, moving past cars, people and debris till she stood in front of the museum. "Pray tell, my dear, what fun is there in making sense?"

Before Charmcaster knew it, a bright flash of white burst forth out of nowhere, revealing Discord, in the same form he was in before Paradox made him disappear.

"Because let me tell you, Charmcaster, not making sense is probably the best thing ever! But, though I wish I were here to debate more on such a topic," Discord remarked, snapping his fingers as he made the gauntlet on his hand disappear, only to summon a picture of Paradox, laughing and cackling maniacally as his body became to distort and warp in an unnatural manner. Kevin and Rojo were by his sides, their eyes empty and glowing with that same radiant blue light. "I fear that I must ask for a favor from you, from one powerful magic user to another."

The Reality Master, Part 5

A Boy and his Watch
By TheAlienBrony22

The Reality Master,
Part 5

[Canterlot, Equestria; a few hours after Ben's disappearance and immediately after Celestia's departure]

Within the midst of a lone garden, filled with numerous statues of various creatures, one stood out amongst them. The statue was of a long serpentine-like creature with body parts of various different animals. The statue itself rattled and shook, cracking as the stone seemed to be chipping and peeling away. Soon thereafter, in a flash of light, bits and pieces of stone and dust scattered across the garden, revealing the creature made up of numerous parts. Discord, was freed.

"AAHHH-- Huh?" Discord looked around, then looked at himself. His body was no longer trapped in stone, but this didn't make the chaotic creature necessarily happy, more annoyed and rather cross, in fact. "Paradox!!! He really crossed that line, didn't he!? He just couldn't accept that things are the way they are now, and won't accept it by any means!! If there was ever a chance to re-invent the dictionary definition of blatant disregard for balance, I'd just post a picture of him under the word!"

Discord huffed, seething as he tried to walk around, only to slip and fall onto his face. Seems as if being stuck in stone has made his legs not that viable, and they haven't had the chance to get used to being useful again.

"When I find that time-walker, I'm going to give him everything that's owed to him! He's breaking too many laws with this nonsense about Benjamin, and it has to be stopped," Discord flew into the air, and then snapped his fingers, changing his form in a flash of light, becoming the man formerly known as 'D'. "Good thing this form can still be recognizable by Benjamin, now I just have to find him... Now, if I were a crazed and stubborn mortal with powers beyond my own understanding at my fingertips and wanted to 'set things right' again, where would I have gone?"

Discord pondered on this, but the train of thought came to an unexpected delay the moment he felt his body twisting and feeling like it was in several knots.

"Ack!! That's not supposed to twist like that!!" Discord tried desperately to snap himself back to normal, but to his own surprise, it didn't work. "Has it really been so long that my powers are beginning to fail, what's going on?"

Almost by a cruel reminder, his gauntlet-less hand morphed in a flash of light, to look like the head of a certain poofy maned pony with the word 'PROMISE' written on the forehead within the creases.

"Oh, right... I nearly forgot about that," Discord waved his hand around, returning it to normal as he straightened up and dusted off his bathrobe labcoat. "Well, how in the name of Celestia am I supposed to pull this off without alerting the princesses? I'm the god of chaos, not a miracle worker."

"You can start by explaining who and what in all of Tartarus you are!" A voice echoed forth.

Discord turned around, taking note of the earth pony mare floating in the sky to meet his gaze. Venus Voider leered at the strange creature, and in a flash of light, the mare began to shed her skin, and had then revealed her true form, radiating in a red magical aura.

"Start talking, monster, or so help me I will--"

"Kill me, and you lose an ally, you flimsy Anodite." Discord warned.

"You? An ally? I find that incredibly hard to believe!" Venus remarked. "Who are you, and what do you know?!"

"I know what happened to Benjamin Sparkle, because he requested my help in ridding Equestria of a much more dangerous threat, one that is far more, dare I say, unpredictable than I," Discord flipped the top of his head open like a lid, reaching inside as he pulled out a photo, handing it towards the mare. "This is the true enemy, someone who freed me from my stone tomb against my will, and snatched Benjamin Sparkle away to who knows where."

Venus levitated the photo, revealing Paradox, moments before he attacked Discord and took Ben away. It even showed Ben recoiling out of terror, sheer genuine terror.

"If I were to even believe this is true, what does he want?" Venus questioned.

"To be fairly 'on the real' with you, he wants Benjamin Sparkle to remember his former memories, but Benjamin doesn't seem very keen to want to remember. In turn, it's caused Paradox to go from calm and collected, to then start going on a mental decline," Discord sighed as he scratched his white tuft of hair on his chin. "And talking with me within my own mindscape hasn't helped anything, since I've been calling him out on his nonsense. He's even revealed that he could force me to be free from my prison again."

"That sounds incredibly impossible and doesn't make sense at all." Venus stated with a bemused look.

"And yet, here I am... Paradox thought he truly killed me, and took Benjamin Sparkle away to... wherever he took Benjamin, and it's really concerning. I felt a magical imbalance occur the moment he vanished, and I'd like to not find out what that imbalance did, or what it could do if it isn't taken care of." Discord grimly explained.

Venus didn't want to admit it, but she felt that same imbalance occur as well, but she didn't think to connect it to Ben in any way, which just raised more questions. Venus magically returned to her normal pony form and approached the chaotic deity with caution.

"What do you know of this 'Paradox'?" Venus asked.

"Well, it's like his name implies. He's a living Paradox. Back where he comes from, he was but a mortal human being, and like all mortals, he had a foolish idea to change the world. Unlike all mortals, he was one of the rare few to truly try and make it happen. He made one fatal mistake, however, and it cost him his mortality. He was lost within an otherworldly or other-universal place known as the Event Horizon," Discord waved his hand and manifested an ethereal mirror of what all had occurred, showing Paradox floating in the midst of a strange place, floating and just existing. "He remained there for a hundred thousand years, or so. Paradox was displaced outside of time, where he lost the ability to age and was unable to sleep or eat; just exist. He went insane for a while, but then got bored and somehow became sane again. Gaining complete understanding of the space-time continuum of his own universe, Paradox renamed himself "Professor Paradox", though he forgot his original name in the process. Even from the civil talks we used to have, I still cannot for the life of me remember what it was!"

Venus was speechless, and needless to say very confused. Discord waved the mirror away and faced the mare again, "Paradox used to use his understanding to travel across time, making different parts of history better for others." Discord explained.

"If that's true, why is he the enemy?" Venus asked.

"I did say he used to just a few seconds ago, try to keep up." Discord stated.

"But what made him stop?" Venus specified.

"It has to do when Benjamin first showed up in Equestria. I may have been in stone for a while as Paradox galivanted around, breaking the rules he was supposed to be following, it's a complete reversing of roles. Usually, as the god of chaos, I'd love to make things chaotic, but I'd much rather have things be chaotic naturally. What's the fun in making no sense if someone has to force nonsense into existence? That, in of itself, makes no sense." Discord explained. "Did that make sense?"

"You're confusing me, a lot." Venus said, rubbing her head as she felt a sudden migraine happening.

"It's a habit," Discord snapped his fingers and summoned two cups full of tea, handing one of them to Venus, "A little something for the overload of exposition?"

Venus took the cup and gingerly sipped it, all while Discord seemed to be pondering something.

"What are you thinking about?" Venus asked. "If it's about finding Ben, I can try to track his aura and we can pull him back from here. It'll require a lot of concentration, but I could try--"

"No, I have my own methods of searching... besides, I can't use those methods because of my powers being rather... to put it simply, stunted, since my unwanted freeing from my stone prison." Discord remarked, showing that some of the random monster parts on his body were twitching and shaking errantly. "I have a promise to fulfill, and I can't leave this universe till that promise is fulfilled."

"Was it one of those magical curses?" Venus asked.

"It's something worse... a 'Pinkie Promise'," Discord shuddered. "Benjamin had me make this promise in case anything happened to him and wanted me to tell his pony friends about it, because he wanted answers from Paradox... you can take a guess on what happened next, because it's pretty self-explanatory. As soon as the promise is fulfilled, I'll be following Paradox to his most recent location."

"I can lend a hand, figure out where--"

"No," Discord sighed and looked Venus in her eyes. "Forgive me, I am appreciative of you wanting to help, but Canterlot... no, Equestria, needs you to be here, in case something happens. Something that the Elements of Harmony, or Princess Luna can't handle. I'm going because this is a personal and very serious matter."

Discord snapped his cup of tea away and snapped his fingers again, vanishing in a flash of light as Venus lamented on what exactly just happened.

"Well, guess I better round up the guard, this is going to be a strange night." Venus remarked, floating back down to the ground as she ran back to her post.

[Bellwood Museum of Historical Anomalies; Present]

"So you're telling me that you're some kind of magical chaos god from another universe, and you're not here to hurt me?" Charmcaster asked, bewildered by the very idea, while also having some intrigue for the concept.

"That's true, but I'm not looking to give up my power to just anyone, especially someone who was just retiring from her criminal antics to be 'Normal'. News flash, Charmy, there is no 'Normal' in any world! 'Normal' is just a mortal term to describe the bland, the boring, and the basicness of entities or individuals who prefer to live their lives free of the enlightening sense of chaos, a break from the norm to do something unthought of," "Regardless of if you stop being a criminal, magic is still a core part of who you are. If anything, you could live a 'normal' life on the side, and on the other side, you could just become a vigilante!"

Discord snapped his fingers and dressed himself in some kind of blue and red colored onesie, crawling on the walls of the museum's pillars like a spider. "A type of hero or heroine who plays by their own rules, does good where they can and helps out the little guys, you know?" Discord asked, dangling upside down on what looked like a huge string of webs weaved together.

"I guess you're right, but I just want to turn my life around. For so long I've just been under my uncle's thumb, pressed into the ground so hard, I can barely escape his shadow. I can't go back to prison, magic is all I have, it's the only thing that makes me feel like... me," Charmcaster remarked, looking down at her satchel.

Discord snapped the suit away and cleared his throat, getting her attention. "If I can get back on track, please... the reason I'm here in your presence, is because I need a favor from you. Call me invasive and insensitive, but I did some rooting around in your brain, and you seem quite familiar of Benjamin Sparkle, to an extent. If you want to do some good, now is the perfect time." Discord remarked.

"Sparkle? You mean--"

"Yes, yes, I am referring to Benjamin Tennyson, I swear Paradox has ingrained that into my psyche by this point with how much he wouldn't shut up about it!" Discord interrupted, seeming mildly ticked.

"Well, I don't get the name change myself, but considering he was just trying to talk to me, and all I was doing was try to fight him- Wait, what kind of favor are you asking of me!?" Charmcaster asked.

"Simple, I want you to warn Benjamin Sparkle of Paradox. Judging by the lingering presence of his presence, that shifty time-walker was here recently," Discord took a deep breath and focused his attention on Charmcaster. "Usually, I wouldn't go this far, as to venture to another universe and ask someone to be the messenger to get things done, but I need to make sure Benjamin is returned to Equestria. Paradox is losing his grip on his sanity, and is probably about to go rogue."

"What does that have to do with me? What happened to Kevin and Rojo?" Charmcaster asked.

"Paradox has taken them and imbued them with power, power that will make them aggressive towards their target... and their target, is Paradox's target... Benjamin." Discord explained.

"Surely you could find someone else to be the messenger, couldn't you? My magic can only do so much, and comparing me to Kevin and Rojo, I'm a magical newborn baby fighting two rabid wolves with super powers and armor! That's not really fair!" Charmcaster rebutted.

"Fairly true, but you did say you wanted to change, to be better, and this is your chance. After all, it's like the old saying goes, 'The enemy of my enemy is my enemy, but the enemy of my enemy, is my friend', you can figure out what that means, you're smart enough, but here's one last important bit of instruction. Refer to me as D, tell him that I'm alive and well, but I won't be around as much when he gets back to Equestria." Discord snapped his fingers, making Charmcaster vanish somewhere as the world around them slowly returned to motion. "To those of you reading this, I hope you missed me!"

The Next Morning...

[Tennyson Residence]

Ben slept soundly, shuffling slightly underneath the warmth of the alicorn's wing. Celestia herself had been up for a couple hours, unnerved by a strange feeling that's been creeping up her spine, though she dared to not wake the human that slumbered beside her.

'This couldn't be... the spell, it wasn't actually broken, was it?' Celestia thought to herself, a look of uncertainty in her eyes. 'No, it's just unfamiliarity, Celestia... you have nothing to worry about, nothing is wrong.'

Celestia slowly stood up and stretched her wings out, then her legs, and slowly moved away from the sleeping human on the floor towards the halls, noting that she could hear faint whispering. Celestia slowly moved down the dark hall and listened to the whispering intently.

Inside the room, The Tennysons, ranging from Ken, Gwen, Max, Sandra and Carl, as well as the distant cousin Lucy, were all discussing the situation, as well as the sudden appearance of Celestia.

"I'm telling you, dad, this is practically insane, even for your alien family business mumbo jumbo."

"Carl, we talked about this when Ben told the truth about The Omnitrix all that time ago, but how was I supposed to see a winged unicorn coming?"

"This isn't exactly helping your case, Max."

"At least he's trying to make an effort to understand what's going on, Aunt Sandra."

"Kenneth Tennyson, you didn't even know about Ben's connection to the Omnitrix until you came back from college."

"Then why not ask me about this? Ben told me something, and while it isn't much, it's still something. Plus, what good is badmouthing a princess, a royal symbol of authority from another world, who just saved me and Ben's butts back there?"

"Gwendolyn--"

"Lighten up, guys, she doesn't even seem that bad. If anything, she just seems like a really nice lady."

"Lucy, this is serious. Ben is finally home, but he remembers nothing about us. He only knows of this 'Equestion' place, the place he's been this entire time..."

"We never got to see our son, our own flesh and blood, grow up. He doesn't even remember us, his own parents..."

"I understand you're upset, but at the end of the day, with or without us, Ben survived, Ben grew up to still be a hero. Ben is old enough to make this choice on his own. He's not ten anymore, he certainly doesn't look it."

"That's your reasoning, dad!? He's your grandson!"

"And I trusted him to make choices on his own, even if I questioned them at first!"

"Both of you, take it down a notch, you're getting a little loud."

"Bottom line is, Max, we aren't ready to let Ben go again... Sure, we can't force him to stay, but I want my son to at least remember us before he does... I can't stand to look at him, knowing that he doesn't remember us."

Celestia quietly backed away and sat on the ground, thinking about everything she just heard. Celestia had a mission, to get Ben back to Equestria, nothing more... but, the missions she used to go on were always bound to change. Celestia lightly poked, prodded and shook Ben's body.

"Benjamin, it is time to wake up." Celestia stated softly.

Ben groaned, his eyes slowly opening as he let out a long yawn. Ben slowly got to his knees and rubbed his face, only to start stretching out his body, then let out a loud grunt.

"Man, I must've been out of it... Feel like I got on a mattress made of carpeting and concrete, then got blanketed by this sudden warmness of feathers." Ben stated, cracking his back as he got up and looked towards the princess. "Morning, Princess Celestia, how have you-- wait a minute..."

Celestia chuckled as she stood up, towering over the human as she embraced him with her wings. Ben reached out and cautiously hugged the alicorn, then slowly felt a smile creep up on his face.

"It's good to see you, too, Benjamin." Celestia let the human go as he stepped back, smiling for a brief moment, until he looked... worried. "Something troubles you this morning, Ben?"

"Are you actually here? You're not a trick made by Paradox, are you?" Ben asked, seeming cautious as he reached for the Omnitrix.

"Benjamin, I am truly here. Pray tell, why would you think I was a 'trick'?" Celestia asked.

"This place, this world... Paradox told me that this is where I came from, but I just can't believe it. After everything he's done, I can't trust him. He nearly got somepony killed with that stupid letter, he then actually killed my only ally like it was nothing! He was the only one who seemed to have an idea about who or what Paradox was, let alone what he wanted with me!" Ben started to get louder, seemingly getting more and more stressed and panicked. "Now I'm stuck here, in this world I can't even believe for a second is real, and apparently, some of the people here just want to kill me! In a past life, if I actually had one, what did I do to deserve this!?"

"Ben, calm yourself, it's okay... I'm here now, everything will be okay," Celestia reassured, stepping closer to the human. "Now, how's about you tell me--"

Before the princess could finish her sentence, there was a violent set of knocks on the front door, drawing Ben and Celestia's attention, as well as of the other Tennysons within the household.

Carl stepped around the alicorn as the knocks rang out again, "Hold on, I'm coming!" Carl stated. He got to the door and reached for the knob.

Ben felt the hairs on his neck stand up, and Ben had this weird feeling in his gut. Something wasn't right.

"Wait, don't open the--"

Before Ben could finish his warning, Carl was grabbed by the neck, then tossed into the wall, where he slumped over and groaned.

"Hope you don't mind if we let ourselves in, can Benji come out to play?" A female voice called out.

In the doorway was Kevin and Rojo, their eyes glowing blue as they glared at Ben. Gwen stood by Ben, ready to fight, as did Max, Ken and Lucy.

"Oh look, the powerless doofus, the old man, the magic dweeb, and blondie the sludge chick want to scrap! How adorable, it makes me wanna vomit." Rojo remarks.

"He may not remember who we are, but to us, he's still family!" Ken stated, putting his hands up.

"My grandson can still fight, but I'll be damned if I let you lay a finger on him, Kevin." Max warned, pulling out some kind of strange rifle.

"Yeah, you leave our cousin alone! You want him, then you two clowns are gonna have to get your hands dirty!" Lucy gritted, smiling as she morphed her arms into a couple of huge muddy mallets.

Gwen gritted her teeth as her eyes glowed blue, causing her skin to peel as she radiated with a blue aura, looking like a more human version of that thing Ben saw Venus turn into.

"I just got my cousin back, and I plan to make sure he knows that we will have his back, no matter what! You want him, right? Then get through me first!" Gwen stated, her voice warping as she got ready to fight.

Celestia looked at the few humans, with or without extraordinary abilities be so willing to fight against these two monstrous troublemakers. Celestia smiled and looked at Ben.

"Quite the family you have here, Benjamin. I can tell now that these people, are clearly your kin. I've never seen humans before, aside from you, but to know that these humans are quite the astounding bunch, that with or without powers, magic or whatever else, they still wish to help you. And you know what?" Celestia stepped forward, her horn glowing. "So shall I!"

"An overgrown horse with wings, a horn and a butt tattoo, an old man, a sludgepuppy, a doofus with no powers at all, and some magic dweeb. Bring it on, you family of freakshows!" Kevin retorted.

Kevin ran right towards Max at blistering speed, ramming Max to the ground. In a flash of green light, Ben transformed into Fourest Fighter, and slammed Kevin right back out the door, charging past Rojo as he planned to take on this Kevin guy.

Rojo clenched her fists and clicked her tongue, letting some blistering red energy blades protrude from her armored knuckle guards. "C'mon, I can take you fools on all by myself!" Rojo taunted.

[Residential Neighborhood]

Kevin got up and saw the angry four-armed troll charging towards him. He dodged out of the way as another green flash lit up, replacing Fourest Fighter with Halibite. The bipedal fish creature lurched forward and opened its jaws to try and bite Kevin. Kevin instinctively got out of the way, until he saw the creature smirk, and maneuvered its angler lure at Kevin, firing a bright beam at him, sending him backwards.

Kevin grew another set of strong muscular arms, igniting them in fire as they were coated in rocks. Kevin morphed his main set of arms into huge red crystal blades. Halibite was a bit surprised, but he wasn't deterred. In another flash of light, Halibite was replaced by Cyberpunk, who instinctively latched onto a lawnmower, modifying it and weaponizing it as it began to hover towards Kevin.

"For someone who doesn't know who I am, you sure seem to be extra cautious!" Kevin dodged out of the way and fired crystals at the mower, piercing it and tearing it to shreds. Cyberpunk unmerged with it and stared Kevin down. "What, finally remember how I'm basically you, but far better, Tennyson?"

"For the last time, I'M. NOT. BEN. TENNYSON!" Cyberpunk exclaimed. In another flash of light, Cyberpunk was replaced by Beelzebeast, who roared out and lunged towards Kevin, going full-on animal, actually trying to maul Kevin, which did in fact catch Kevin off guard a bit, giving Beelzebeast the chance to land a perfectly good hit on Kevin's midsection, knocking a bit of wind out of him as Beelzebeast swatted him to the side, changing back into Ben. "Had enough?"

"You think just because you got a lucky hit on me, that I'm just gonna stop!? You trapped me in the null void for a long time, Tennyson!" Kevin gritted, his pupils dilating. "And I'm gonna make sure that you regret that. Let me remind you, I've got all your powers, plus my own!"

Before Ben could retort, Kevin began to transform. His body got bigger, and redder. His right arm became encompassed with Gemstone's crystals, only for these bone-like spikes to protrude and actually pierce through the crystals, turning the blue-ish green crystals into more of a deep and faded purple. Same thing happened with his left arm, which his hand became more like a bigger version of Smart Toad's, which then became encompassed in Starburner's magma and fire, only for the rocks to be replaced by that same purple-ish crystal, protruding crystal-like bone spikes.

Kevin's body began to slim down, and become covered in Cyberpunk's tech patterns. A set of Beelzebeast's front legs protrude out from underneath the main set of arms, covered in Cyberpunk's patterns and his canine claws being replaced by Ghooligan's long nails. Kevin's bottom jaw became more like Halibite's, only now consisting of an odd combination of Halibite and Beelzebeast's monstrous teeth. A huge tail jutted outwards from behind Kevin, seeming to be a mix of Speed Demon's tail, one of Ghooligan's inner tendrils, and Skunksquito's sharp stinger.

Skunksquito's wings sprouted from Kevin's back, both ignited by Starburner's flames, and were encompassed in Gemstone's crystals. From the lower back, several monstrous red tentacles sprouted out. Halibite's angler sprouted out from Kevin's forehead, one of his eyes mutated into Ghooligan's, while the other turned into one of Skunksquito's eye stalks.

Kevin roared out as his dark messy hair cascaded over his mutated face, leaving Ben to look on in abject horror, as well as a very morbid sense of Deja vu. Then, something finally clicked in Ben's mind... and that horror faded away, leaving Ben to only grit his teeth.

"I'm--"

"Kevin 11," Ben interrupted, staring the mutated foe in the face. "I remember who you are now, and what kind of monster you made yourself into!"

"Oho! So it took me becoming a monster again for you to finally recognize me, Benji? I'd say I'm touched, but I'd rather kill you instead!" His voice was warped from the mutation. He lunged towards Ben, who dodged out of the way. "Where ya goin', Benji? Running like a coward ain't gonna save you!"

"No, it won't, that's why I'm not running," Ben stopped and turned around, dialing in an alien. "I was just trying to get some space between us! It's Hero Time!"

Ben slammed on the Omnitrix, transforming into Shinzilla. The dragon stared at the mutant, seeing a mild look of bewilderment and confusion plastered on its ugly face. The dragon was at least amused to see he now had the upperhand.

"Hah! This is wot you get for bein' a cocksure wanker, Kevin!" The dragon was taunting Kevin, and he wasn't gonna have it. "Got all my powers, huh? Well that sounds rather embarrassin' right now, mate! Lemme introduce you to Shinzilla!!"

"I'm going to rip your tongue out, Tennyson!!" Kevin roared out in a rage, charging towards the dragon.

"Come get some, mate!" Shinzilla taunted, meeting Kevin's charge with his own.

As the two jumped towards each other, they struggled to push each other back, to win what felt like a power struggle.

[Tennyson Residence]

Rojo was slicing through everything, all just to hit Ken, who constantly kept on evading and dodging her attempts to land a clean blow. Rojo lunged at the redheaded boy, and Ken rolled out of the way, letting Rojo crash to the ground, only to quickly recover.

"This is getting annoying! Stand still, you little--"

Gwen rushed forward to blast some kind of energy at close range, only for Rojo to counter and drop kick her into Celestia. Celestia quickly got up and fired a magical blast, and Max fired his rifle from the other side, firing these red lasers towards Rojo's head.

Rojo jumped out of the way as she ducked into one of the rooms, letting the explosion of the magic meeting the lasers send Celestia and Max flying. Rojo laughed, almost as if she was finding some enjoyment out of this.

"It's about time you Tennysons showed me what you're made of! Now, where's blondie? I can't wait to knock that stupid smile off of her fa--"

Rojo couldn't get out another word as she was then pummeled and beaten by Lucy, who wailed on Rojo from behind with her huge sludge mallets. "That was for destroyin' my car!" She exclaimed.

Rojo got up and tried to slice Lucy, only for Lucy to counter by turning her sludge mallets into blades. Lucy managed to get a quick kick to Rojo's gut, staggering her for a moment. Lucy grunted as she stabbed both of Rojo's sides clean through her armor with her blades, knocking the wind, and a bit of blood out of the villainess. "That was for comin' inside unannounced!" Lucy remarked.

Rojo got free, holding her sides as her energy blades deactivated and backed away. She was about to pull out a special pocket knife she had, until Lucy straight up slammed her fist into Rojo's face, a sickening crunch echoed out as Rojo's body slumped out of the doorway to the floor unconscious, her nose broken and bleeding everywhere. "And that, was for tryin' to take my cousin away when I just got him back!" Lucy finished, smiling as she took a seat and pulled out her phone.

"My goodness, I haven't seen such ferocity since, well, since before the pony tribes united!" Celestia remarked, carefully stepping away from the bloodied and battered Rojo.

"Yeah, like... holy, I didn't think you had it in you, Lucy!" Ken stated, slightly shocked. "For a moment, I thought you killed her!"

"Nah, I may hate her, but she's still got some good in her, she just likes to repress it, like emotions!" Lucy commented.

"Well, that's Rojo taken care of, but what about Kevin?" Gwen remarked.

Sandra and Carl looked down at the battered Rojo, then back at the people, besides Celestia, that they called their family.

"Max, you, the magical horse, and the kids go help Ben, we'll tie her up and call the authorities." Carl stated.

"Time to see if Ben's doing any better, because Kevin can be a handful without mutating into a full-on monster." Ken stated cautiously.

[Residential Neighborhood]

Kevin is getting pushed back, swatted and battered constantly by Shinzilla's tail and by the constant rush of fireballs that are launched at him, until they suddenly stop.

"What, you don't have anymore tricks up your sleeve, Tennyson?" Kevin taunted.

Before Kevin knew what hit him next, he was sent flying a good distance before he crashed into the road. Kevin looked up and saw Shellusk, who was rolling in for another attack. Kevin got up and stopped Shellusk from landing his hit, and then started to absorb Shellusk, causing these armored shell-like platings to form on his tail and all over his back.

"Oh, you made a big mistake now!" Kevin remarked, kicking Shellusk away, only for Ben to transform into Warlock Trot, and fire a powerful magic blast at Kevin. It staggered him a bit, but not for long. Kevin rushed forward and rolled into a ball, ramming into and crushing Warlock Trot beneath his weight. Kevin walked forward with a toothy grin, and grabbed hold of the unicorn's horn, beginning to absorb Warlock Trot as well. "You wanna be cocky, huh?! Let's see how you do when I get all of your new aliens' powers too!"

Kevin's legs began to become more akin to that of horse legs, and his feet becoming more like hooves, all while the angler lure on Kevin's face stiffened up, with the base of the lure becoming more like some kind of deformed unicorn horn, with the angler's bulb still intact.

"Even if you get my new powers, Kevin, you won't be happy like this!" Warlock Trot called out.

"Wanna bet?" Kevin remarked.

Kevin tossed the unicorn towards the house, forcing Ben to change into Heavy Hydrant, and propelling himself back at Kevin with a huge and powerful pulse of water. Kevin focused on his horn, trying to make it work, and managed to catch the armored alien, and began to absorb it. Kevin felt tubes connect and grow out of him, plugging into the back of his head as he tossed the alien away.

"Face it, Tennyson! You can't beat me, not this time! I will admit, I didn't stick with just your ten alien freaks. In the Null Void, your family threw a bunch of crazy alien criminals in there, and like I just did with your aliens, I absorbed a few new tricks since we last fought, including the now late Vilgax, before he escaped the Null Void, and before you and your doofus dad blew him sky high!" Heavy Hydrant picked himself up, and changed back into Ben, who was exhausted, battered, bruised, but still fighting. "Now, what's it gonna be, Tennyson, face the monster you helped create, or give this monster more power!"

'Beating him the way Ben Tennyson did isn't gonna work... he's got nearly most of my new forms, some of them I know can be very dangerous in his hands... There has to be a way I can... wait,' Something soon came to Ben yet again. He looked at the Omnitrix, and back at Kevin's mutated state. 'Would that even work on him? By this point, I have to try... Fighting isn't gonna win me this, I have to try.'

Ben slowly started to approach Kevin, all while he heard the protesting of the others who fought with Rojo. He felt something hold him back, and he saw this huge blue energy thing holding him in place. He turned back around, seeing that it came from Gwen.

"Ben, don't give him anymore power! We can find another way to stop him," Gwen struggled to hold the strange construct. "Just come over here, and we can talk this out."

"That was actually my plan, you really can read minds." Ben admitted, chuckling at his own joke. Gwen just looked confused, all while Kevin seemed to bust out in a hellish cacophony of laughter.

"What!? You actually want to talk? What kind of dumb plan is that!?" Kevin laughed. "No, the time for talking is over. Give me more power, or I'll have to take it out of your pathetic little family!"

"Kevin, I remember that day, in bits and pieces... As we speak, it's all coming back to me," Ben explained, closing his eyes. "You didn't want to become a monster, you just wanted to get even with me because I didn't join you in being a criminal."

Ben stared Kevin down, who seemed pretty furious by the answer he got. "After taking all my powers once as a kid, and not being able to accept that you weren't worth my time, because all you were doing is lashing out and endangering people, just for an immature reason like getting even, you lost your mind and it made you become stuck like that... I'll admit, I prefer your original mutation better, you looked far less hideous!"

"Says the freak who--"

"I'm not done, Kevin," Ben interrupted. "I remember that, for a short moment, we were friends, by a very short margin. You and I, we weren't so different... sure, I had numerous powers, you had one that could get you many. I had my family to fall back on, and you didn't. You lived on your own in an abandoned subway station, I was in an RV with my family for the summer. You wanted to kill innocent people just so you could rob a train full of money, and I fought to stop you--"

"Is there a point to this or did you suddenly get chattier over the years?!" Kevin roared out.

"The point is, Kevin, I can fix this... I think. You told me that you are the monster I helped create, literally a few seconds ago," Ben motioned for Gwen to let him go, something she hesitated to do, but did so anyways. Ben got closer to Kevin, "Kevin, listen to me. It's been years since I learned anything about myself. During a very hectic moment in my life, I learned that the Omnitrix can possibly fix things that are broken. How long have you been like this?"

"That doesn't matter!" Kevin roared, grabbing Ben by the shirt, flashing his monstrous teeth. "You think you can fix me? I doubt it, I learned to turn back to normal in the null void, and I'm not gonna give all this power up, just because you wanna help--"

Ben used his left hand to grab Kevin's face, and his right hand to twist the dial. "Well, I wasn't giving you a choice anyways. This fighting has to stop, and I'm not gonna fight you anymore!" Ben remarked.

"What the!? Get your hands off of--"

The Omnitrix began to flash between green and yellow, all while Ben refused to let go, despite Kevin's squirming.

"Omnitrix has detected higher than Critical levels of Genetic Damage. Shall we attempt to repair?" It chirped out.

"Yes, please. This has been long since overdue!" Ben stated, clinging onto Kevin as he kept on trying to throw him off.

The Omnitrix chirped and beeped, cycling through several aliens he had used before, including a couple others he hadn't seen at all. The Omnitrix enveloped both Ben and Kevin in a bright green light, despite Kevin's apprehension and clear distain of what exactly was happening, and Ben just kept on clinging to him.

"Benjamin!" Celestia called out, being blinded by the huge green light.

[Inside the Omnitrix]

Ben snaps his eyes open, and recognizes where he is. He looks down, noticing that Kevin, in his mutated state, is right beneath him, unconscious. Ben tries to drag him, but it's not working.

"Come on, come on..." Ben grunted, trying to pull the huge mutated mass that was Kevin, only to lose his grip and back up into the four-armed creature. "Oh... hi, there..."

"Move. We will fix him. Go to the center and you will be returned to the world." The creature spoke, his voice gruff and gravelly. It's revealed that this creature also had four arms, was red, and had a bit of a resemblance to a troll. "Go, Benjamin. Your Osmosian friend will be fixed."

Ben had no idea what he meant by 'Osmosian', but he did make his way to the center, all the same. The strange chanting began, and soon enough, Ben was going up, wondering of what would become of Kevin by the time he awoke.

The four-armed troll brought the unconscious mutant to some kind of big hole with a burning bright white fire at the bottom. Without another thought, the troll tossed the unconscious mutant into the burning white blaze as a huge amount of yellow smoke rose from the pit, as did Kevin's screams.

"It is done." The troll stated as they walked away, slowly hearing Kevin's screams begin to die out.

[Residential Neighborhood]

Ben awoke, finding himself on the ground. He got up, and was supported by Max and Gwen. Ben looked down, seeing Kevin in his mutated state. Before Ben could wonder if it worked, the body seemed to crumple and turn to ash. Gwen used her magic to pull something out of the ash, revealing Kevin in his human form.

"Well done, Ben. You did pretty well," Max gave a warm smile. "You may not remember who you are, but I'm still proud of ya, kiddo."

"Yeah, it takes quite a lot to go against someone like Kevin, since he's basically a monstrous amalgamation of your powers, but you did pretty well!" Gwen congratulated, "Nice job, Ben Te-.. Ben Sparkle."

Ben took a moment to respond, thinking back on everything. Ben closed his eyes and focused hard, trying to recall anything that happened before Kevin's first mutation. That's when he saw it. It all came back to him pretty fast, he almost couldn't register what he had recalled, but he knows who he was, who he is now, and what he'll always be. He was Ben Tennyson, He is Ben Sparkle, but all in all... he's a hero, and that is something he will never forget.

Ben looked up at Max and smiled back, "Thanks... Grandpa." Ben remarked as he began to laugh.

"Benjamin Tennyson!" A voice called out.

Everyone looked over, seeing Charmcaster running over. She stopped as she tried to catch her breath. "Man, that chaos guy couldn't have just put me a couple inches away from the fight, could he!? Look.. I have a message..."

Charmcaster looked around, seeing that Rojo was tied up and had a broken and bloodied nose, and Kevin was covered in ashes.

"Ok, I'm gonna assume I missed something, so I'm just going to--"

"No, wait!" Ben called out. Charmcaster stopped and Ben slowly walked towards her, "What message are you talking about?"

"Uh, do you know a guy named 'D' or something like that?" Ben nodded, expecting more. "Well, he wanted me to tell you he's alive and well, but when you get back to Equestria, he won't be around as much. Not really sure what that means... Oh, he also wanted me to warn you about Paradox."

"How do you know about him?!" Ben asked, surprised.

"He's the jerk who took these two away to go after you. Ever since he took them, it's like he's been trying to kill me too!" Charmcaster explained, gesturing to the unconscious Kevin and tied up Rojo. Charmcaster still seemed rather angry about the whole situation she still didn't understand, "He will have wards anywhere that go off when someone specific is nearby, and that guy nearly killed me by blowing up my van!"

"Why is he doing this?" Ben asked.

"I don't know, and by this point, I don't care. I'm done with causing trouble, because as of late, it seems to have put things into perspective! Goodbye and Good Luck, Benjamin Sparkle, Tennyson, whatever you're called nowadays!" Charmcaster huffed and walked away without another thought.

Ben turned his head towards Gwen, seeming rather confused. "Don't look at me, I don't know what that's about, but this Paradox guy really seems to get around... what exactly is it that he wants?" Gwen wondered.

"I'm sure we'll figure it out someday," Max reassured, "but right now, who's hungry? Breakfast sounds pretty great right now! With all the fighting that's happened, I'm sure you kids have worked up an appetite."

[Tennyson Residence, Ben's old Room]

"I'm sorry what?" Ben asked, seeming very confused by what he just heard.

"You know who you are, do you not?" Celestia asked.

"Yeah, I know who I was, and I know who I am... what does this have to do with me being where I belong?" Ben asked, seeming very concerned by where the princess may be going with the conversation.

"Benjamin, you are with your own kind, your family, to be more specific..." Celestia sighed and tried to think about her question. "What I'm asking is, do you feel like this is where you belong, or do you feel as if you belong back in Equestria?"

"What kind of a question is that!? I love Equestria, it has my family, my friends--"

"This world has that too, Benjamin--"

"I've been here for the least amount of time as I've been in Equestria," Ben seemed divided, and Celestia could tell. "I was born here, sure, and I spent 10 years of my young life being a kid, and a hero! But I feel like I've grown to be a better hero in Equestria, something I probably couldn't do if I remembered who I once was."

"Ben, I just want you to be happy, I want you to make the right choice--"

"What is the right choice?! Picking between families, that's not fair!" Ben argued.

"What I mean is, you will know what the choice is. If you are truly wishing to go back to Equestria with me, then it'll take some time to try and find a way back to the Null Void," Celestia took a breath and sighed. "But, if you choose to stay here, then I only ask that you say proper goodbyes to those who truly meant something to you back in Equestria."

Ben sat on the foot of his old bed, unsure of what exactly he's supposed to choose. He felt so divided against himself, he felt like he might actually split in two.

'She can't do this to me... Sure, I want to learn about the world I was mysteriously taken from, the family I forgot about, to learn more about me... but is it really worth it to see my new friends one last time, only to never see them again?' Ben's thoughts raced through his mind, and he can't help but feel as if his heart is breaking. 'Man, this is absolutely painful! I know I want to be a hero, but this world needs a hero like me... but I know that my family can handle it on their own. They've done it without me for what, nine years? They can handle it...'

"Ben! Helloooo~" Carl's voice called out.

Ben snapped out of his train of thought and saw Carl standing in the doorframe. "Hey son, you feelin' okay? You're a bit more distant than when you didn't know anything." Carl wondered.

"Have you ever had to pick between two things that feel like home, but in the end, you had to pick one?" Ben asked.

"Well, I can't really say for certain. If this is about the whole 'Equestria' thing, then I guess I can understand a little better, to a degree," Carl cleared his throat and seemed to get ready to explain something.

"I never had to choose something like this, even when you vanished for years, and I don't know what's going on in that head of yours, Ben, but I do know this," Carl rested a hand on Ben's shoulder, "No matter what choice you make, your friends, your family, no matter how far apart you are from them, whether you choose to stay here, or go back to Equestria... no matter what you choose, we'll always support your decision. I know Sandra would probably want you to stay, she missed you a lot... but, I know a part of her would want you to make this choice for yourself, and she'll support it if it makes you happy."

Ben let those words ricochet around in his head for a while, and for a moment, he just couldn't come up with a proper idea.

"I think I'm gonna take a quick nap, and maybe when I get up, I'll have my decision made," Ben hugged Carl and leaned back onto the cozy and soft mattress. "Thanks for talking with me, Dad."

Carl shut the door and Ben laid there on his old bed, slowly falling asleep.

[Dreamscape]

A numbing silence was all that Ben could feel and hear. Ben woke up, he could move, yet he couldn't speak. Ben stood up and looked around, seeing nothing but a blank and empty void... well, empty was not entirely true, but he did feel like he was here before, only there's a change. He saw two individuals, one the size of a kid, and the other being bigger than he and the child-sized individual. They seemed angry, arguing with each other. Upon better examination, they seemed to be reflections of Ben's own conflict with himself.

The child looked about ten years old, and looked exactly as he did when he was, well, ten. The other version, was a much different story. He looked to be around thirty-three, or thirty-seven, by the looks of the aged depth in his face. He was well-developed, he seemed scarred and worn, his hair was outgrown and seemed to cover his face, yet he wore some kind of cloak around him. Underneath the cloak was a golden harness, more specifically, it was his element of harmony, Humility. Ben noticed an obvious difference between the arguing conflictions, and Ben begins to understand a bit more about what might be or might soon be a problem.

His older version lacks an Omnitrix. In fact, it looks like his wrist, where he once wore it, was so scarred, worn out and damaged, that it looked as if the arm itself was rotting. His younger version wore exactly what he wore as of the current moment, but didn't have the element of harmony with him... instead, he just had the Omnitrix. He also noticed that the more his younger version boasted about the Omnitrix, or whatever he was saying, it seemed to grow and ingrain into his body more and more, almost making it seem like Ben is becoming the Omnitrix itself, revealing that one of the younger version's eyes was just the Omnitrix's emblem. It looked like he was getting very brash with whatever he was saying, yet he couldn't hear anything they were saying.

He wished he could speak, to tell them to stop, yet he couldn't. It's like something kept him from speaking. He pulled his bottom jaw down, trying to force his mouth open, and though it felt like he was tearing his own flesh into pieces, he finally managed to regain the ability to speak.

"SHUT UP, BOTH OF YOU!! I CAN'T BARE TO SEE ME FIGHTING MYSELF LIKE THIS, KNOWING THAT I AM LEAVING A WORLD BEHIND, ONE THAT HELPED MAKE ME THE MAN I AM NOW, AND I'M WORRIED ABOUT WHAT WILL BECOME OF ME?! SHUT UP AND STOP FIGHTING MYSELF!! I DON'T WANT TO LEAVE THIS WORLD, I MISSED SO MUCH, BUT I DON'T WANT TO JUST LEAVE EVERYONE BACK IN EQUESTRIA BEHIND!! HELP ME MAKE A CHOICE, THEN I CAN ARGUE ABOUT MY FUTURE!! An important choice has to be made, and we're the same person!! Why am I fighting myself anyways!?"

The two individuals stared at him. They looked at each other, and both seemed to be realizing how dumb and stupid they've been. The younger version removes the Omnitrix from himself, returning himself back to normal. The older version removes the Element of Humility and takes the cloak off, showing that the damage on his arm has begun to repair itself, almost instantaneously. The two walk over and place their respective items onto Ben. Attaching the Omnitrix on his left wrist, and fitting the Element of Humility to him.

Despite how Ben felt as if he should be feeling a weight pulling him down... he felt a weight be lifted, instead. One that he couldn't see, one he didn't feel until it was lifted from his body.

"Thank you... sorry for getting loud, but... I need to make an important decision. Please help--"

"No." The older one stated.

"No." The younger one stated.

"Why not?! I just need an answer!"

"Earth, the home of the humans..."

"It doesn't feel like home anymore."

"We remember who we used to be, who we could've been, but the future now..."

"We fear the future that comes, we fear what we have changed."

"Change is a good thing, and sure, we may never figure out a lot of stuff, but I'm happy knowing that I'll have my friends by my side to keep us steady. And hey, I love both of my families, they'll always be with me in spirit."

The individuals smiled, looking at each other as they nodded.

"So tell me, what's the answer here?"

"You know what the answer is, Ben."

Ben snapped his eyes open again, feeling around as he sat up and looked at himself in a mirror. Soon enough, the door opened, revealing Celestia and Max.

"Hey there, sport, saw that you didn't eat breakfast... you feelin' alright?" Max asked.

"Benjamin, did you make a decision?" Celestia asked.

Ben could feel it, deep within him. He knew what home was, and he knew that home was where the heart was... and right now, where everything else was in the human world, where he came from... his heart was back in Equestria.

"I did... I'll tell everyone when I've gotten through breakfast." Ben said, smiling.

Author's Note

So, this felt like it was all over the place, to me at least. But, this is how this arc ends.

Epilogue will be up... eventually, maybe? Just know that I'm constantly giving my all on this story. So if something doesn't seem right, guaranteed it's probably intentional, or it's me not noticing and being very sleepy.

Our regularly scheduled Pony Program will be right back on track after the Epilogue.

The Reality Master, Epilogue

A Boy and his Watch
By TheAlienBrony22

The Reality Master,
Epilogue

[Tennyson Residence]

"Well, cousin... you gonna be staying here, or are you going back to Equestria?" Ken asked.

Ben stood in front of his human family, his biological family. Ben took a deep breath and tried to think about the best word selection he could use. But, it seems like everyone could tell what his choice was, considering after he ate his breakfast, Ben went into his room and cleaned it all out, ranging from clothes, comics, video games, Ben was prepared to leave.

"I'm leaving, and going back to Equestria." Ben stated.

"And if that's what you feel is best, we'll support your decision--"

"Not. Everyone."

Ben and Celestia turned around, seeing Paradox. Ben glared at Paradox.

"Where did you--"

"You aren't going back. That is not your choice, you need to be here, being the hero that this world needs. Don't you remember a blasted thing about who you a--"

"I know who I am, and who I once was, Paradox!" Ben yelled, cutting him off. "And despite knowing and remembering, I made my choice. You don't tell me what to do. What I do with my life, is my decision. Where do you get off trying to get me to do what you want! I can be a hero anywhere, and my choice to stay wherever I end up is still the same!"

Ben walked towards Paradox, as did everyone else, causing the time-walker to back up. "Benjamin, you don't understand what you're doing! This has to be his doing, he told you nothing but lies--"

"If you're talking about D being a liar, then you must be the queen of Manehattan, you psycho!" Ben interrupted, cutting Paradox off again. "D has done nothing but help me. He gave me a warning ahead of time, reminding me of Nightmare Moon's return. He came to my aide to try and find you to confront you on your attempt to almost murder someone! He sent someone, that someone being Charmcaster, to relay a message to me, he has done nothing wrong!"

"You are everything, but right." Paradox remarked.

"You on the other hand, have. whereas you've been nothing more than a thorn in my side, who kidnapped me, constantly tried to force me to go along with you, and it's been pissing me off that you won't leave me alone! I remember who I used to be, and yet I still want to go back. Admit it, you have another motive!" Ben argued.

Paradox had finally lost his patience. He had been backed into a non-existent corner, which is to say, the RV. Paradox grit his teeth and wielded his cane like a weapon, and rushed forward to strike Ben. In that very moment, Paradox, Ben, and Celestia could see that time was coming to an immediate stop. Ben closed his eyes and prepared to guard himself...

Only, nothing hit him, but the cane did hit something.

"That is quite enough, Paradox."

Ben uncovered himself and looked at the man in front of him, who seemed to tower him in height, though he was easy to recognize. Paradox was quite surprised, but also very irritated. The man was wielding a walking cane sized Candy Cane, and was easily keeping Paradox in one place.

"Salutations, my shapeshifting comrade! A bit in a rough spot on the way back home, hm?" Discord remarked, twisting his head all the way around to share a smile.

"D! Good to see you again!" Ben happily said.

"Discord.." Celestia said with a lack of breath. Celestia leaned onto Ben as Discord pushed Paradox back.

"How!? When I blasted you, it should've--"

"Thrown me into a deeper space of stopped time, to the point where the lack of time would be like limbo?" Discord remarked with a sly smirk. "You surely did have a plan, too bad you failed to execute it properly."

"Excuse me!?" Paradox gritted.

"Not till you eat dinner," Discord snapped his candy cane away and cracked his knuckles. "Anyways, you know how you blasted me? You didn't send me into a deeper space of stopped time, you disrupted stopped time so much, that it unwillingly freed me from my stone imprisonment. All of that chaos, bombarded and trapped in stop time, it was enough to free me!"

"Wait, why were you in a stone prison?" Ben asked.

"Because he was a serious pain and turned Equestria into his personal playground with his chaotic powers." Celestia sneered at Discord, who seemed to only be bemused. "You are lucky that Benjamin considers you an ally, because otherwise, I would have eradicated you, or have the elements put you back in your prison."

"What part of 'unwillingly freed' did you not hear?" Discord chided. "I was helping Benjamin on the side, that's no lie, I gave him the warning about Nightmare Moon's return, I was going to help him solve this heinous crime that Paradox caused, but Paradox instead tried to kill me, and snatched Ben from Equestria. Took me a while to re-locate myself back to my stone body, then an Anodite stopped and chatted with me, now one of your top guards is educated about how much of a threat Paradox is. You're welcome!"

'Am I being ignored?!' Paradox thought to himself.

"As for why I was in stone, Celly is basically telling the truth, Benny boy. But, yeah, I was being a bit of a bad boy back in the day," Discord snapped his fingers and dressed himself up in a greaser outfit, only to return himself to his original look. "I have actually been quite entertained by all that Ben has gotten himself into. It's actually remarkable to know how much can happen when something of this magnitude can cause such a ruckus. Though, it has gotten a bit insane, and so early into the first season, too!"

"I will not be ignored!! Move out of the way, Discord! We're in my universe, and what I say--"

"Is Null and Void, much like the prison dimension of the same name that Celestia traversed just to find our shapeshifting fellow." Discord stated with a scowl.

"What is that supposed to--"

"Benjamin, please cover your ears and cover Celestia's as well, can't risk changing things for the worse, can we?" Unsure of what Discord was about to say, Ben just helped a very confused Celestia inside, waiting till they were done. As the door closed, Discord sneered coldly at Paradox. "Tell me, you remember that restraining order, don't you? The one about not being allowed within 500 light years of any Celestialsapien?"

"That doesn't apply here, especially since none of them are Celestialsapiens, especially--"

"Maybe not, but need I remind you that in one timeline in a single reality, where Benjamin never got sent to Equestria, you broke this restraining order and went into the literal head space of his Celestialsapien form?" Discord smiled as he saw Paradox glowering at him. "If I remember correctly, the fate of that reality was at stake. While I am willing to give it a pass, you broke it a few times after Aggregor was defeated, and an ally was lost."

"How would you even know any of this!? My universe isn't of your concern, let alone what I do to preserve the timeline, no matter the cost!" Paradox remarked.

"That is also true, but hey, it can be pretty boring inside a stone statue, you know, I can take a peek if I remember to not interfere. Can't say the same for you, because you were interfering with another universe's timeline... MY Universe's timeline, and now, I'm going to make you watch as I do your job better." Discord snided.

"What are you talking about!?" Paradox demanded.

"I feel as if there's an unspoken rule for individuals like us, Paradox. You don't go combing around where you don't belong, this includes other universes," Discord iterated. "And you've been interfering before you unwillingly gave me my freedom!"

"I- You-"

"You were looking for Benjamin when he first came to Equestria, yet you found him too late. Accept defeat, Paradox. You're willing to become a villain, just to set this timeline right and ruin things further for another universe you already changed with your meddling, who's going to bring the wrath of those universe-bodied deities down on us? You, that's who!" Discord reprimanded. "It's over."

Time returned to normal, Ben and Celestia rush outside, Paradox looked... mortified. He didn't say a word, or react in any way, he just vanished in a flash of light.

"What just happened?" Was all Ben could say.

"Oh, just spitting facts, nothing unusual. Anyhow, I suppose you'll be using the Null Void to get back, which is the long way, or, we can go back the easy way, via me?" Discord asked with a wide smile.

"I guess we'll be going back... Mind if I say my goodbyes first?" Ben requested.

"Of course, take your time. We'll be right over here, waiting when you're done." Discord stated.

Ben shared one last embrace with his cousins, wishing them the best, as they wished the same for him. He embraced his grandfather one final time, and says that maybe he'll be back one day to visit, maybe it's not gonna be the last time they see each other. Ben embraced his parents one more time, definitely feeling a tad heartbroken that he'll be leaving so much behind... but, the heart wants what it wants, and Equestria is calling to him.

Ben let them go and threw his backpack full of stuff over his shoulders, standing in-between Celestia and Discord as he waved goodbye to the Tennysons. In a flash of light, the three were gone.

[Canterlot Castle, Throne Room]

In a flash of light, Ben, Discord and Celestia reappeared. Ben smiled, though he did regret pushing his human family away because of paranoia earlier. But, he was able to smile again, knowing that, maybe on a whim, or on some rare chance, this may not be the last time he sees them.

"Here we are! Back in Equestria, home sweet home! Let me tell you, Benny boy, I am so sorry that you had to make such a choice, but life can have some pretty difficult choices, it's up to you to decide what'll be the correct one to make." Discord stated.

"Thanks for the reassurance, D, you couldn't have shown up at a better time," Ben looked around and then a thought came back to him. "Hey, D, you remember when I wanted you to do my Pinkie Promise, in case something did happen?" Ben asked.

"Oh uh... y-yes, well... a-about that... I--"

"BEN!!! WHERE ARE YOU!!" Twilight's voice echoed from the other side of the closed double doors.

Ben looked at Discord with a glaring smile, "You couldn't do it, could you?" Ben asked with a wry smile on his face. Discord laughed as he stood to the side. The double doors swung open, revealing Twilight, who had very red eyes and seemed to be in quite the panicked fit.

"BEN!!" Twilight cried out.

"Hey Twi, miss me--"

"YOU FREAKING DOOFUS!!"

Ben was about to get out of the way, until Twilight sprinted at him and tackled him to the ground, squeezing him like crazy.

"Ow!! Ok, okay! I'm sorry for suddenly vanishing, it was a royal emergency! AH MY RIBS!!" Ben wheezed, feeling like his entire torso was being crushed.

"Why the heck didn't you tell us!?" Twilight demanded. "You had us worried half to death!!"

"Because I kinda ended up finding out a bit more about myself... as well as experience things that made Nightmare Moon's return look like a puppet show by comparison..." Ben wheezed more, his face turning a bit blue all over, "Lungs, lacking air... can't breeaathe..."

Twilight eased up on the squeezing, and Ben immediately got as much air back into his lungs as he could muster. "What all did you find out? And who is that?" Twilight asked, gesturing to Discord.

"It's a very long story, I'll tell you when we get back to Ponyville, the others are gonna wanna hear this." Ben remarked, chuckling. "Plus, I grabbed a few things for our Treehouse place, if that's where we're going to stay."

"Well, of course! You know I love books, but I love my brothers just a little bit more... It's good to have you home."

"Nice to be home... man, how long has it been nighttime here?" Ben asked.

"About a couple or maybe even three days, maybe?" Twilight answered.

The three looked towards Celestia, and just laughed. Celestia just couldn't resist and started to laugh with them.

"Guess we better get going. D, can you give us another lift back to Ponyville?" Ben asked.

"I suppose I could, but next time will cost you two bits. I'm not a charity, Benjamin!" Discord remarked with a smile. In a flash of light and a snap of his fingers, Discord, Twilight and Ben were gone in a flash.

Celestia sat on her throne and sighed, she pressed the red button on her uniform and moved her muzzle to it, "This is your princess speaking... Mission accomplished. Benjamin Sparkle is back in Equestria." Celestia stated. She pressed the button again and got her royal wear out, donning it again as she put the suit back where it was, re-locking the safe.

"I need to do this more often, it's not every day I get to deal with alien life again," Celestia said with a cheeky smirk. "This may just be one of the best things to happen to Equestria, since the pony tribes uniting."

Author's Note

Finally done with The Reality Master... sweet saccharine mother of spice, this was longer than I thought it'd be.

Your regularly scheduled Pony Program will be right back, after the break!

Griffin the Blast-off

Author's Note

Hey Everyone!

It's me, The Author. Hope you don't mind me talkin' a fair bit before the story begins. I have something to say, regarding the story and why I am on such a hiatus.

I'm skipping over the Applebuck Season episode, as you can tell, not because I hate it. Far from it, I like it like every other normal and 'normal' episode of the show. I'm just having a bit of a struggle writing it without it being one to one with the original, and I knew it'd be kinda hard, so this is my own fault. So, I'm gonna make an announcement right here.

I'm not going to be working on certain episodes till I can figure something out on my own later down the line to resolve this issue, or if there are episodes that I just don't plan on covering at all.

I don't know when the next chapter will be, so don't count on me being factory-line fast with these.

Alright, enough of my squawkin'! You came for the next chapter, and that's what you fellers 're gonna get! so I'll give ya what you want. Enjoy!

Griffin the Blast-off

A Boy and his Watch
By TheAlienBrony22

Griffin the Blast-off

[Café Hay, four weeks after Nightmare Moon's defeat]

Ben reclines on a wooden seat, smiling as he sipped on a cup of coffee. "Man, for once, this is a relaxing day. Haven't had one of these since I gave the hero thing a break back in Canterlot." Ben sighs as he slowly sips on his coffee. He soon sits his cup down and reaches for a small plate with a slice of chocolate cake sat upon it. A couple minutes later, the waiter came by, slipping him the bill.

"How would you like to pay, sir?" the waiter asked in a semi-faux French accent. "If you're paying for everypony here, then I'd recommend counting your bits beforehand." they said.

"Of course, I'll just-- wait what!? I'm not paying for everypony, when did I say that?" Ben asked. He checked his bill, and saw a ludicrous number of orders lumped in with his, each one of them helping to amount to nearly two hundred fifty-four bits. "I don't have the money for everyone's orders, I just have enough for me! Who said I was paying for everypony?" Ben asked.

The waiter furrowed his brow, but gestured his hoof to a pony being covered up by a menu. Ben, at first glance didn't know who the pony was, but upon seeing their blue coat color, a rainbow colored tail, and a black storm cloud with a rainbow lightning bolt cutie mark, of course Ben wasn't initially happy, but he couldn't stop a small smirk from forming on his face.

"Oh, I see," Ben was holding back a halfhearted laugh and decided to rip the bill into pieces. "I'll pay for my stuff, thank you. And Dash, here's a point of advice. Run as fast as you can."

the menu flopped onto the table, revealing Dash, holding back a cacophony of laughs, and bore witness to Ben's face, one of his eyes twitching as a devious smirk formed on his face. Before anyone could ask, the pegasus sped off in a rainbow blur like a demon out of Tartarus, all while the echoing of her laughter could be heard getting distant.

"Classic Dash. The Dine, Dash and Deceiver routine. It didn't work for Shining when he tried it, and it for sure won't work on me." Ben remarked. He put the bits needed to pay his end and immediately began running after Rainbow Dash, changing into Speed Demon and blitzing off in a speeding blue blur.

By the twentieth or twenty-first lap around the whole town, Dash was already out of breath, but she still managed to crash safely into a bush as she caught her breath. As she did, more laughs periodically broke out from the pegasus. Speed Demon came to a skidding stop, letting the visor covering his face flip up as he wiped the sweat from his smooth scaly skin. "Okay, Dash. You really gave me a workout, even had me sweating for a bit." the alien remarked.

Before he could utter another word, however, he took notice of a shadow in the lake that he managed to chase Dash towards. It didn't look like a pony, but it wasn't easy to make out either. Thinking it could be someone drowning, Ben changed from Speed Demon into Halibite, diving straight into the water as he swam to the shadow. Dash continued to laugh out, almost as if she were laughing herself to death. Dash stopped and steadied herself, catching her breath as she tried to keep herself from choking on her own laughter. Soon enough, Halibite was sent flying out of the water, only for a huge fish net to catch him as he landed. To no one's surprise, Pinkie was on the other end, laughing.

Pinkie sat the net down as Halibite got himself untangled, transforming back into Ben. "Double duped in one day, well played." Ben remarked with a grin. Pinkie and Dash then erupted into another cacophony of laughs. Ben would've joined them, if it weren't for a sudden magical force began to pull him away in a moment's notice, leaving the pegasus and the earth pony to their own devices.

[Canterlot Castle, Unknown Chambers]

Ben was now dangling in the air, locked in a room he wasn't familiar with, with his feet tied up as numerous ponies he never met before stared him down as he casually swung in the air, suspended by his feet. "I don't suppose I'll get a chance to speak my peace, do I?" Ben asked, swaying lazily as he dangled upside down. "The blood rush I'm gonna feel is gonna be mind-numbing, let me tell ya."

"Silence, entity! State your name, your race, your place of origin, and your reason for being in Equestria's borders!" A stern voice called out, echoing through the room via some kind of intercom.

"Benjamin Sparkle, Human, I was born on Earth from another universe, but Equestria feels more like my home. It's been my home since I lost my memories at ten years old," Ben looked towards a darkened piece of glass, seeing his reflection, yet no semblance of the room outside of his. "Now, considering Equestria's been like my home, and I've treated it as such, I think my reason for being in Equestria speaks for itself."

"Likely story, 'hyuuman'! We saw you near two of the supposed Elements of Harmony, what business do you have with those bearing them?" The voice commanded.

"You must not be from here, because I too am an Element Bearer. I'm the Element of Humility, for whatever that means to you. Plus, they're my friends. We were just having fun, and they are pretty funny, Dash especially, she knows a good joke or two," For a moment, Ben thought he heard some kind of scoff through the intercom, not like it mattered to him. Ben could've turned into Ghooligan a few seconds ago and be gone before anyone could do anything, and yet, he wanted to see where this could go. "Can I go now? I don't want to have to fight my way out of here just for Princess Celestia to come make a personal visit to Ponyville wondering what reason I had for smacking some wacko five ways to next Tuesday. Plus, last time I just up and vanished without a word, my sister nearly crushed my ribs when I came back."

There wasn't another word spoken when the door near the dark glass began to open up, revealing a feminine griffin. She had a black coat on her panther body with a slim, but thick black tail. Her back feet were uncovered, revealing paws with glimmering golden yellow claws. A section of her wings were blended with her fur, making them black, but the rest of her feathers were a bright, if not just slightly faded brown. The feathers leading up to her head were white, all while a few smaller feathers sprouted forward past her head, feathers that looked to be colored at the tips. The griffin seemed to be dressed in a similar suit that Celestia wore when she came to get him after the whole Paradox situation.

"Huh, Celestia's weird suit must be some kind of new fashion trend making its rounds in Canterlot," the griffin sneered at that comment and gripped its digits into a fist. "Might just have to tell Rarity about this when I get out of--"

"Stop talking!!" The griffin squawked, barely missing Ben's head as she only punched the air. "You're not going anywhere, freak-show, especially not back to that puny pony town!" As the griffin pulled out a small book and flipping to whatever page she was attempting to find, another griffin walked on in, baffled and oddly irate by whatever situation she thought was going on here, "By order of the--"

"Cadet!" The younger griffin frantically closed the book and saluted the older griffin. The griffin looked at the dangling human, who only smiled as he tried to get himself free. "Care to explain what's going on here, Hatchling?" The griffin asked.

"Magister Saike, Ma'am! I finally got word of the shapeshifter that arrived in Equestria," Ben continued to keep squirming, until he finally managed to get both of his hands free. "You'll have to forgive me I didn't get here sooner, Grampa Gruff doesn't take lightly to taking orders like he used to. It took a couple years longer than anticipated to get here, but the threat has been captured."

"I'll have to deal with Gruff later. As of now, Gilda, cut the human down and let him go back to Ponyville! He's in good graces with Princess Celestia, so unless you want to know what banishment is like, get him down from there this instant, that's an order!" Gilda, despite her hesitation and uncertainty of her superior's orders, begrudgingly complied as Ben slumped down to the floor, completely free of his dangling entrapment. "I swear the messages are getting slower and more problematic to deliver back to Griffonstone by every passing day."

"I have to ask, ma'am, why did you want me to let it go? It's a shapeshifter, it's not something we're used to seeing! This monster is like, some kind of unholy spawn of Tartarus!" Gilda looked at the human as it now towered over her, rubbing their aching head and seeming a bit disoriented. "Look at it, it's disoriented!"

"How long has he been hanging upside down, Hatchling?" Saike asked.

"About a couple to maybe seven hours, why?" Gilda confirmed.

"No wonder he's disoriented, you witless baby bird, he's suffering from a head rush!" Gilda ducked her head as her superior barked out orders. "Ponies might be able to take more punishment, but that's because they're ponies, but this is a human! He might be capable of some pretty strange things, but that doesn't mean he's like every other pony."

"Gee, talk about me some more why don't ya? It's not like I'm literally in the same room right now," Ben shook his head and felt the odd sensation in his head fading. "I mean come on, how would you like it if I just called you a ravenous, heartless monster that just so happens to actually have feelings worth hurting, and then say no offense right after? Wouldn't be that great, now would it?" Ben remarked.

"Apologies, Benjamin Sparkle, I thought you would've left by now." stated Saike.

"I would've if I knew where I was, or which way the exit was," Ben looked around, feeling the large metallic walls, then the near-synthetic feel of the darkened glass. Suddenly, he brought his gaze back to the griffins. "Wait how do you know my name? As a matter of fact, who are you, and where am I?"

"You're back in Canterlot. Specifically, you're in a section of Canterlot Castle. You'll have to forgive the sudden summoning, Gilda's new to doing her job within the vicinity of ponies. These pastel-colored equines helped secure Griffonstone's safety from foreign threats long ago, it was only fair we lent a claw or two when they required help," A visible sense of uninterest formed in Gilda's eyes as she walked towards the door. "Gilda, on the other hand, has little to no friends to help affirm my statement, except that rainbow pony back in your little town. She believes that she's better than mostly everyone, and as such, Gilda was actually one of our best members till the incident."

"That has to suck, not having friends, aside from Dash anyways. I managed to get a slight rise out of you, yet you still tried to do things by whatever rules your little group has, I can at least respect the restraint. Plus, you were just looking out for a friend to keep them out of danger or trouble, I can respect that too." Ben remarked.

"Come to think of it, I think I just figured out the perfect punishment for you, Cadet. I haven't been able to find out a proper punishment for the incident, but being demoted to the rank of cadet was just the start," Saike pulled Gilda away from the door and had her sit up straight. Ben could see a serious lack of interest or real enthusiasm in her eyes. "Cadet, starting now for until you report back here, you and Benjamin are going back to Ponyville, and you're gonna learn a thing or two about humility. You're gonna learn that nothing is always about you, your actions have consequences, and how your temper needs tempering. You got that, Hatchling?"

'So she's gonna learn about something, fantastic. I can just drop her off at the library and let Twilight try to teach her something while I go about my day,' Ben thought to himself.

"After all, who would be a better instructor than the self-proclaimed Element of Humility, Benjamin Sparkle!" Saike finished, a genuine sense of gratification in her eyes. Ben and Gilda's eyes shot open wide.

"I have to learn something under him?!" Gilda squawked, astonished by the prospect of being educated by him.

"I have to teach her?! I'm not qualified for that!" Ben exclaimed.

"I've already made up my mind. If she wants to resume working this job, and keep her position, she needs to learn how to improve herself, improve her actions towards others. You seem like you know what you're doing, and it saves me more than enough time to deal with less paperwork." Saike walked out of the door, only to call out one more request, "Let me know how things turned out! That's an order!"

As the doors closed, Gilda and Ben looked at each other, both of them uncertain of how this could end, and swallowed down a difficultly large lump in their throats. "So, how do we get out of this place and back to Ponyville? Because I've got one way, but I need to know you're okay with it." Ben regarded.

"I know the way out," Gilda brushed her tail against the Omnitrix, making it flicker yellow for a brief moment. She sneered as she approached the door. "Just follow me, and try to keep up, hyuuman."

'This is going to be a long day, I can tell,' Ben transformed into Ghooligan, phasing through the rooftop of the room as Gilda scrambled to find him.

[Ponyville; The Next Day]

Gilda, now out of her suit, walks alongside Ben, who was already getting some less than friendly glances from passing ponies, or was it Gilda that was getting these looks, either way, he couldn't seem to tell. "Yeesh, either one of us isn't popular, or I'm not as well-liked because of association." Ben stated.

Gilda scoffed, letting a smirk form on her face. "They're just jealous. Very few individuals can ever hope to know what we do, let alone be a part of the Plumbers, which basically means we're super powerful enforcers of the law. We can do what we want, when we want, and go wherever we want, and do whatever we wish to do, and do it like how we want to do." Gilda looked over and noticed a pony nearby, her smirk slightly faltering as she feels herself coming to a slow and sudden stop.

Ben noticed the sudden change and figured that he'd at least ask what was wrong. "Uh, you okay?" He asked. Gilda stayed quiet, so Ben decided to try and follow where her eyes were looking, noticing Rainbow Dash and Pinkie Pie strolling through the market, conversing about something. "I see you have your eyes on Dash and Pinkie, is there perhaps, something you wanna say?" Ben inquired.

Gilda shook off the sudden change in her attitude and let a stern expression form. "It's nothing, definitely not for you to know in the first place. Compared to me, you're a rookie," The griffin was about to take another step and keep moving, until she heard laughter. Gilda ducked down behind a stand and poked her head to the side, seeing Dash and Pinkie laughing while Spike goes into a hiccupping fit, sending loads of scrolls away in green flames. "Man, it seems like Dash hasn't changed a bit..." Gilda quietly remarked.

Uncertain as to what exactly the griffin was up to, he knew Dash and Pinkie well enough to know that they always enjoyed a good laugh, though with how Gilda was acting, she seemed to be stifling any joy she was feeling watching the practical joke unfold. Gilda sighed and retreated, seeming almost melancholic, or nostalgic. Whatever the case, Ben could just tell there was something off.

"Hey, why don't you wait right here, and I'll go get us something to eat, my treat." Ben offered. Before Gilda could respond, let alone question the sudden gesture, the human was gone, like a ghost in a dense fog. In reality, while Gilda was distracted, Ben jumped past the stand she was hiding behind and approached Dash and Pinkie, who seemed eager that he showed up.

"Ben! Where'd you up and go, dude? Haven't seen you since yesterday. You didn't go and fight some bad guy without us, did you?" remarked Dash.

"It's nothing to worry about, just a slight mix-up on someone else's end that was easily cleared up. Speaking of, I was wondering something... did you have any other friends, before meeting me and the others?" Ben asked.

Rainbow Dash was caught off-guard by the question, but something in her said that everything would be fine. "I mean, I was friends with Fluttershy and Pinkie before I became friends with you, Twilight, AJ and Rarity, but how far back are we talking, Benji?" Dash asked, her curiosity piqued.

Ben cleared his throat and took a deep breath before looking the rainbow mare in the eyes. "Were you friends with a griffin, by any chance?" Ben asked. Dash's eyes widened, signifying that something in her mind got brought back to the surface. Dash's relaxed and laid-back attitude quickly became skeptical, suspicious and very uncertain as she got up in Ben's face. "Dash, if there's something you wanna say, there's no shame in telling the truth. My mom always taught me that the truth would set you free, so if you have something to say, don't be afraid. You're amongst friends, there's truly nothing to worry about." Ben reassured.

Dash stared into Ben's green eyes for what felt like hours, then she backed off. A frown had formed on her face, even if she still looked riled up, almost as if she is reminiscing on something. "If I tell you the truth, will you promise me that you won't freak out?" Dash asked.

"Dash, you do know who you're talking to, right?" Ben raised the Omnitrix to her face, only for the Pegasus to push it out of her view, brushing her hoof against the faceplate, in-turn causing it to, once again, flicker yellow for a brief moment. "Bottom line, Dash, I feel like I've seen stranger things already. If this did make me freak out, I'd be both surprised and disappointed in myself." Ben remarked. Dash glared at Ben, and Ben sighed. "Alright, fine. I cross my heart, hope to fly, stick a cupcake in my eye. There, now, how about you start at the beginning?" Ben asked, finishing the motions of a Pinkie Promise.

Dash took a deep breath and sighed, all while Spike and Pinkie sat and listened. "Yeah, I was friends with a Griffin. Best friends, even. But the keyword about what I'm saying, is that I was. Now I'm not, because they had other priorities and left me behind, end of story." Dash stated.

"That doesn't sound like a full-story, more like a long story, but it was cut short in the midst of its production." Pinkie stated.

"Yeah, surely there's more to the story, right Ben?" Spike asked his older brother.

"That's all you need to know, that was the gist of it." Dash stated.

"That's a load of hooey and you know it, Dash!" Gilda squawked out, causing both Dash and Ben to cringe.

Gilda moved forward from her hiding spot, seeming not-so thrilled to be regarded with such mediocrity and lack of detail. "I thought you were going to get us a bite to eat, not chat with your pony pals all day." Gilda remarked as she glared at Ben.

"I was, but I figured it'd be great to know just what exactly happened for you to have history with Dash," Ben could see Dash forming an angered expression on her face as she and Gilda made eye-contact. "After all, any friend of my friend, is a friend of mine. Let's just be cool, no need to scream and no need to--"

Before Ben, Pinkie and Spike could even blink, Dash and Gilda rammed into each other, getting into a serious wrestling match against each other. Ben stepped back carefully, witnessing how Dash held the griffin in an impressive chokehold, only for Gilda to break free and put the pegasus into a full-nelson, swatting the pony in the face and stomach with her tail.

"Fight... there- there's no need to fight. That's what I was going to say." Ben winced as the two kept on violently attacking each other.

"Oh boy, this definitely got out of hand. Benny, do something!" Pinkie urgently stated.

"Uh... right!" Ben quickly activated the Omnitrix and moved it to Gemstone's icon. "Sorry, you two, but I can't let this fight escalate!" Ben slammed down on the Omnitrix, only to be transformed into a rather unsightly creature.

In Ben's place was some kind of creature, almost a mockery of a griffin. It towered massively, being almost as big as a Manticore. It looked like some kind of cross between a Blue Jay and a Cougar. Its wings were wide, the feathers began to shine with a deep blue color, accented by black stripes and white plumage sprouting from its body. The cougar part of the creature's body was as white as the creature's plumage, almost making the creature look like some kind of divine variation. The griffin had golden cuff bands on its wrists, letting the golden shine contrast to its black talons. The Omnitrix seemed to be firmly attached to the creature's abdominal area.

The creature let out a bellowing mix between a caw and a guttural roar, letting its blackened beak show off several sharp fangs resting within. The pegasus and the griffin stopped fighting and looked up towards the towering griffin figure, "You two still wanna try fightin', or am I gonna have to get involved 'ere?" The creature inquisitively bellowed. The voice was smooth, rich, and sounded slightly Irish, but had a bit of grit to it. Dash immediately backed off, whereas Gilda straightened herself up, saluting to the griffin that towered before her.

Ben could see the fear in the griffin's eyes, and all he wanted was to stop the fighting. 'Ah frackin' great. Way to go, Sparkle, ya try to break up a fight between your friend and someone she knows, and ya go overboard. Thank the gods that the princesses weren't here tah see such a display. Lest I be thrown in some kind ah friendship dungeon. Must certainly beat just bein' in chains.' The creature thought to itself. In a flash of red light, Ben was reverted back to his human form, looking less than thrilled about having to scare one of his friends, let alone know that Spike and Pinkie had to see such a thing.

Ben sighed and looked at the two, "I'm sorry you two, but one of you needs to explain, or I will become that thing again, and you won't like how that ends for either of you. Capiche?" Ben warned. Dash nodded, as did Gilda, letting herself be at ease as she seemed disappointed. Ben couldn't tell what she was disappointed at, or rather, who she was disappointed in, but he just wanted an explanation. Ben was still feeling a bit riled up the moment he became that weird griffin thing. "Good, now someone start us off." Ben instructed.

Dash stepped forward and took a deep breath, trying to shake off the scare as best she could. "Gilda was my friend, once. It was back when I first went to flight school..."

11 years ago...

[Cloudsdale Flight School]

Within the clouds was an obstacle course, several young pegasi were preparing for another flying lesson, all while a young Rainbow Dash is smiling, beaming with confidence as she stretches out and prepares herself to fly like she's never flewn before.

'In case you don't know, Ben, we Pegasi are taught at a young age to fly, that way we can master flying as we get older. Pegasi, as you've seen, can control, manipulate, and re-direct the weather. Flying is a major part of that, but for others, flying was a chance to be free of restrictions. Something me and Gilda shared in common.'

Rainbow quickly sped off through the air, flying to her heart's content, bursting through clouds, shaping them with her incredible speed, and feeling the cold wind through her mane. Soon enough, she landed on another cloud, one with a house of some kind just resting on it without much issue. Rainbow hid behind a corner and watched a younger griffin be abandoned. Rainbow looked on, feeling pretty bad for the abandoned Griffin, until she squawked and roared out in a fuss, causing Dash to smile and chuckle a little bit.

The young griffin looked over and groaned, walked over to the pegasus and shot her a glare, growling. The griffin didn't expect for the pegasus to smile and laugh more, only to be pulled into a tough hug. Soon enough, the two started to talk and conversate, learning more about each other as they raced each other, flying through the air, doing tricks and stunts as they had a great time.

'Gilda was essentially just trying to get by. She comes from a place known as Griffonstone, the home and origin of most Griffins. Supposedly, it was like, really lavish and everything was pretty cool there, but she explained to me that the kingdom fell on hard times, so she left to try and scrounge up bits to bring back home. I met her when she was turned away by some pegasus who refused to give her money. After feeling sorry for herself, she just roared and let that guy have it. Soon enough, she saw me slightly laughing at her aggressive fit, and we eventually learned more about each other, learning to lean on one another when things got bad, or sometimes much worse.'

Dash and Gilda landed down on the ground, saying their goodbyes and going their separate ways.

Dash smiled at the memories, only for her smile to falter as Gilda looked away from the others, "She rarely kept in touch through letters, until they finally stopped coming. No more stories, no more meetups, we grew apart. She left me behind for no reason, but I got more friends now, like you, Fluttershy, and Pinkie! So, it's not all bad." Dash remarked.

Ben looked over at Gilda as Pinkie pounced onto Dash, hugging and squeezing her as she constantly stated how nice of a friend she is. "Gilda, do you have anything to add, or correct if Dash got something wrong?" Ben asked.

Gilda whipped around, gritting her teeth as Dash looked Gilda in the eyes. She was pretty mad, and the tears whelling up in their eyes was pretty evident that something was clearly not explained. "I didn't leave you behind for no reason, I had to do what I thought was right! If I wanted to keep my position, I'd have to cut all ties, burn every bridge, and get the job done, no matter the cost!" Gilda remarked.

"What are you talking about? You make it seem like you had to disappear." Dash scoffed.

"I'm a Plumber, Dash! That's just a part of my job, to do what I must, disappear like I didn't exist, and follow orders. You have no idea how hard it really was, to just cut ties with the only pony who understood the struggles, the only pony who ever understood me, it made what I had to do, so much harder. I don't visit, write, or get back into contact anymore, because I couldn't accept what I've done!" Gilda gritted.

"Wait, what does fixing a bunch of busted pipes have to do with--"

Before Pinkie could finish that question, Ben put a finger over Pinkie's lips and whispered into her ear. "It's not that kind of Plumber, Pinkie. Eventually, we'll ask Princess Celestia about it, but right now, just let them have this. I feel like this was long overdue." Ben explained. Pinkie nodded her head and simply stepped behind him, as did Spike.

Dash overheard what Ben had said, and with that in-mind, she continued listening to Gilda and her aggressive words. "I have been trying so hard, to try and think of ways I could make it up to you, but I just can't deal with the fact that there's nothing I can do! I lost my only friend because I couldn't show up. My job demanded that I take care of stuff back at Griffonstone, the former glorious staple that defined the griffins, now reduced to a seriously poor, bankrupt, trashy dump!" Gilda cawed, her voice cracked as her words echoed throughout Ponyville.

Several ponies had begun to turn heads as the griffin was red in the face, taking deep breaths as tears streamed down her face. Dash looked at the griffin, her expression lessening as she slumped to the ground and broke down, silently sobbing. "I-I'm not cut out for this... I'm gonna lose my job... *hic* I truly lost everything, all because I didn't .." Gilda lamented.

Dash sighed and trotted forwards, helping the griffin to her feet and embracing her into a hug. Dash could see a lot of ponies looking at them, and Ben decided to play damage control and get prying eyes away. "Alright everypony, nothing to see here! Keep all eyes and ears to yourself and go back to your previously enacted business. Go on now, you don't see us trying to barge in on your problems!" Ben called out. Several ponies began to back off, and before Ben could even wonder what would happen next, Dash flew off with Gilda by her side.

Ben looked at Pinkie and Spike, who seemed just as unnerved as he was, then looked back to Dash and Gilda flying away. 'Man, I feel as if today went one direction, then immediately drove right into a dark service tunnel, and then stayed there. Well, things can't possibly get worse from here, can they?' Ben cautiously thought.

Ben walked over to Pinkie and Spike, hoisting Spike on his shoulder as he walked besides the pink pony. "You think everything'll be fine, or will this just be another case of 'old friend gets mad, tries to sway old friend into being their old self again, only for it to backfire and the old friend becomes a problem'?" Pinkie asked.

Ben raised an eyebrow at such a question, mainly because he didn't know what exactly that meant. "I think everything'll be fine, but for now, let's just give them some space, let them work things out together. They need to solve this themselves, and only between themselves," Pinkie smiled as Ben ruffled her poofy pink mane into a more poofy mess, and also made sure to remember his words. "Besides, I can't solve everyone's problems. Give things enough time to settle in, and all it takes for chaos to ensue, is to watch one variable suddenly be added, and it creates chaos like yeast causes bread to rise." Ben stated.

"Or like how adding potato chips to a chocolate cake can create unexpected moisture, and a pleasant crunch." Pinkie remarked. Spike and Ben looked at the pony in confusion, only for her to smile and pull a slice of cake from her mane, with slightly baked potato chips protruding out from several angles, even merging with the chocolate frosting layered on top. "Don't knock it till you try it!~" The pink pony said in a singsong tone.

The brothers looked at each other, shrugged and plucked off pieces of the cake to eat. The three walk off and go about their business, still curious as to how things between Dash and Gilda will turn out. "You know, Gilda doesn't seem that bad for a griffin, just someone who hasn't had the time to properly socialize." Spike remarked. Ben smiled.

"Just give it time, Spike. Time heals all wounds, but it takes patience to mend those wounds."

Mutant-Shy

A Boy and his Watch
By TheAlienBrony22

Mutant-Shy

[Two days after the last episode, Fluttershy's cottage; 12:45 PM]

Fluttershy and Ben are currently sitting outside the pegasus' cottage. Ben is taking in the fresh air and letting a couple critters take a nap in his lap while Fluttershy feeds the few that stopped by for a quick meal. "I'd like to thank you for coming by to help with the animals, Ben. I'm sure you probably had something else to do, but I appreciate you making time to help." Fluttershy thanked.

Ben smiled and gave a thumbs up, stretching out as he lay on the ground, taking in the sun's rays. "It really is a wonderful day, isn't it? Maybe if there's time, I can make some tea and--"

The sound of coughing could be heard breaking the calming silence. The critters in Ben's lap ran away, as did the critters that got fed, all while the coughing got worse. Ben looked to where the sound was coming from, only to see Fluttershy's bunny, Angel, coughing up a storm. Fluttershy, worried for her pet, approached carefully. "Angel! Oh, goodness. Are you okay?" the mare asked with concern.

The bunny continued to cough and cough, but it didn't seem to have anything stuck in its throat. Fluttershy quickly went inside to get her pet some water, but that didn't seem to be the issue, either. Suddenly, the sky got a bit darker, and a looming shade began to blanket the area, all while a thick, burning scent permeated the air. Ben looked up, and directed Fluttershy to look up as well, noticing an ominous cloud of black smoke heading towards Ponyville.

"I guess the relaxing will have to wait. Maybe take your pet inside, cause we might have to do something, I reckon." Ben suggested.

Fluttershy carefully laid Angel Bunny on the couch, and closed the front door as the mare and the human quickly made their way to Ponyville, hopefully to get information on the sudden rise in smoke.

[Ponyville, Outskirts]

To the surprise of only Fluttershy, and lack there of from Ben, everypony else was basically having a good time, not even noticing the billowing smoke that's on its way to town. "Ya know, with how many times trouble has come towards this town, it's not surprising in the least to see everypony so happy. I feel like that's gonna be a trend for every time something happens." Ben remarked.

Fluttershy lunged in front of the human, desperately trying to get the ponies to pay attention, but she couldn't get her voice high enough. Ben watched the poor pegasus struggle to get the attention of her peers, and decided to try something else. Ben took a deep breath and screamed out as loud as he could, his high-pitched scream echoing out into the sky. Ben stopped his screaming when he noticed everypony looking right at him.

Satisfied with the result he had gotten, he cleared his throat and took another deep breath. "Now that I have your attention, Everypony, If you would kindly turn your blind eyes up to the sky," Ben pointed upwards and every single pony, sans Fluttershy, looked up in terror at the black smoke looming over them. "You'll notice a massive trail of thick black smoke going in the direction of Ponyville! As of right now, another potentially devastating problem has come to the town, and it could get much worse if you don't go inside, now! I assure you, We, The Elements of Harmony, will have this problem figured out. Whether it's a villain causing trouble, or maybe it's just a dra-"

Before Ben could continue his announcement, Fluttershy quickly moved up and covered his mouth with her hoof, smiling nervously as he raised an eyebrow at his shy pony compatriot, looking at her with a skeptical and unamused expression. "Could you all give us a moment, t-thank you!" Fluttershy stated, yanking Ben away as she flapped her wings and moved towards Ponyville. Everypony was confused as to what just happened, but decided to immediately go back to Ponyville, for the sake of their safety. Ben, meanwhile, was getting dragged along the way by the pegasus. Ben tried to get out of Fluttershy's grip, but she was surprisingly much stronger than she looked.

[Ponyville Library]

Ben sat on the hardwood floor, dusting himself off as he continued to give his passive friend a side-glare, only to receive a nervous smile in response. Ben sighed and looked at Twilight, who was looking at several pictures of the black smoke, even piecing some of the pictures together, showing it become a more complete trail, leading off into the mountain ranges, somewhere several miles away from Ponyville. "Sis, what's the plan here? If this smoke looms over town, and descends onto its residents, people could get sick from this. I'm not entirely sure if that's what would actually happen, but we gotta do something!" Ben remarked.

Twilight sighed, a stoic and confident expression formed across her face. "It's very simple, really. First, we assemble our friends, and then we go to the mountains and hunt whatever's generating all of this smoke. We use our elements to fix this, and we'll have properly solved the problem." Twilight explained.

Ben seemed pretty alright with that plan, but he could clearly see that Fluttershy wasn't comfortable with this plan. Twilight could tell as well, but she didn't seem to pay her reaction any mind. Ben gave her sister an expected, but still thoroughly unamused expression, and moved towards the yellow pony. She was concerned, uncertain if this plan was the only proper solution.

Ben sat down beside Fluttershy, curious as to what was running through her mind. "Flutters, you okay?" Ben asked, gently reaching out. While she did flinch, she did let him rest his hand on her head, lightly running his fingers through her mane. "Do you have something to share with everypony, when they get here?" Ben asked.

The yellow mare looked up at her friend, seeing him be cautious as he tried to consider her emotions. "I... um, I just don't like the plan, but I didn't have a plan of my own, so I didn't say anything..." Fluttershy whispered meekly.

Ben sighed and pat the pony's back, lightly startling the pegasus. "I understood that, but why didn't you like the plan? If you have an opinion worth knowing, let us know! It might just make sure that nothing necessarily devastating or destructive happens. These kinds of details are important, Flutters. That's the most crucial part of being on a team, working together and making sure we're all on the same page." Ben inquired.

The pony shifted and stood up, looking worried. "It's... I-it's not a big deal, Ben. I just... Nevermind," Fluttershy let a small smile form on her face as she trotted over to the door. "I'll just... go back to my cottage and prepare, if that's okay..." Fluttershy stated quietly.

The timid pegasus flew away, all while Applejack, Rarity, as well as Pinkie make their way to the front door, packed and prepared. "Was Fluttershy leavin' to get ready?" Applejack asked.

Ben sighed, frowning as he wondered what the issue could be. 'She was insistent on stopping me from speaking, and she's clearly distressed about having to go and take care of this problem. What could be the issue?' Ben thought to himself. Ben looked back at his friends, and aside from Fluttershy's absence, Rainbow Dash wasn't present either. "Where's Dash?" Ben asked.

Rarity stepped forward. "She's been busy, darling. She personally told me that something came up and she wouldn't be available for a few days, something about an 'old friend' and 'making amends', she also wanted me to give you her thanks, though I have no reason as to why," Rarity stepped forward and looked at the board, examining the numerous pictures relating to the smoke. "In any case, Twilight alerted us of this smoke problem, you can thank her for sending us letters, but we may have to hurry. If I were a betting mare, I'd be willing to assume this could likely be one of those beastly dragons." Rarity explained.

Pinkie hopped on over and smiled. "It's definitely gotta be a dragon, but for all we know, it's gonna get pretty mean if we march up to it and start making demands. Aside from Spike and Shinzilla-"

"I really need to think of a better name. It's not the best name I've come up with, nor is it the worst, but I know I can do better. Just figured I'd say that now." Ben interjected.

Pinkie smiled, took a deep breath and resumed talking. "Aside from Spike and Ben's dragon form, we know the other dragons have to be some of the meanest, beastliest, and most terrifying monsters this side of Equestria. Aside from that, we know absolutely squat." Pinkie iterated.

"I'm quite surprised that Fluttershy would even want to go on this mission, doesn't seem very in-line with how she's so... well, shy." Applejack stated.

Ben sighed. "I don't think she wants to go, but I believe there's another reason for it. She went off back to her cottage to pack for this mission, but it's clear that she would rather stay behind. We have to figure out what exactly is going on, otherwise it could become another obstacle when trying to reach the dragon, if the creature behind the smoke even is a dragon." Ben explained.

"How do you suppose we do that, Benny?" Pinkie inquired, poking her head out from behind his back, causing him to jump a fair bit. "Fluttershy's not exactly the easiest pony to get information out of. You can't be mean, scary and just demand she tell you what you want to know, she'll freeze up, and cry! And you can't overwhelm her with Ghooligan and force her to say anything either, because that's just not right." Pinkie stated.

Ben frowned and looked at Pinkie. "I wasn't going to use Ghooligan on Flutters, anyway! I'd give her a heart attack before I ever succeeded, so either way, that's a bad plan! We need something more solid, something that might actually work... If only Dash was here, maybe she could get something out of Flutters," Ben got up and marched around, trying to think of a proper plan. Ben activated the Omnitrix and scrolled through his playlist, and stopped on the new pegasus icon. At first, he was confused, but then he remembered how he unlocked his Griffin form. He looked at the icon, and an idea came to the alien hero's brain. "Ya know what, I just got an idea. It's a stretch, but maybe I can finesse the situation here. I just need to... Wing-It!" Ben remarked with a smirk. Ben pushed the core down, enveloping the library's interior in a bright green flash of light. Once the flash of light died down, a new stallion stood in the human's place.

The mares were slack-jawed, staring at the pegasus that grinned at them, a confident gleam in their green eyes. The pegasus was tall, slim, but very well-built. His wings were big, maybe even slightly bigger than the average pegasus stallion's. They had an oddly colored coat, mainly consisting of a singular faded dark blue color, but their mane and tail were practically white, like a cloud in a clear sky, despite the obvious untamed and wild curls that floofed out at every angle. The stallion also seemed to be wearing some kind of full-body suit, a white suit with a black lightning bolt going down the middle. The stallion had a white shoulder brace thing on his left front leg, showing off the Omnitrix's badge.

The stallion stepped forward and cleared his throat. "Wassup! I'm Wing-It, nice to meet, yo!" Wing-It introduced, his voice laid-back and chill, but constantly full of energy. "My plan is to try and talk with Flutters, pegasi-to-pegasi, and maybe, just maybe, I can get some info out. Nothing involving some unnecessary body possession, and nothin' violent or terrifyin' has to occur, yo!" Wing-It explained.

The mares were still surprised. Twilight soon walked back into the room, noticed the situation, and groaned. "Ben, you seriously need to warn a pony next time. Everypony's used to Warlock Trot, your dragon form, and that strange griffin creature you became, everypony still love your alien forms, but the more you start gaining access to other species that I wouldn't necessarily considered alien, or extraterrestrial, the more I begin to worry if equestrian magic can have side-effects on non-magic rich creatures of otherworldly origin." Twilight remarked.

Wing-It scoffed. "Chillax, sis, no need to burst a vein! I got this under control, yo! Besides, the Omnitrix has long since adapted to pony magic, so calm your haunches and focus on the priority at hoof, yo!" Wing-It stated.

As the pegasus made his way to the door, there was a sudden noise that came from the Omnitrix. It sparked and crackled with green electricity, but before the stallion could do anything, or even acknowledge the sparking in the first place, the Omnitrix let out a beeping sound, flashing red and white as Wing-It was turned back into Ben. Ben was shocked and surprised, the Omnitrix hadn't done that in years, it just simply turned him back whenever a certain situation was taken care of, or until it was low on energy. "Well, there went that plan, and it was fool-proof, then I remembered I'm dealing with the Omnitrix!" Ben glared daggers at the device on his wrist, seeming disappointed, but also worried if this sudden reaction was going to be the first of many times the watch would start bugging out again.

He sighed. "Oh well, guess we'll have to do this the old-fashioned way. The mission into the mountains and stopping the smoke is the top priority, but keeping an eye on Fluttershy is the secondary priority. I guess we'll have to leave the elements at home, though, no sense in bringing them if all of them need to be together to work." Ben explained.

Twilight nodded, though she seemed disappointed. "So much for an easy fix with the elements, but without Dash to use hers, we'll have to figure this out on our own. Spike, take a letter," Spike walked beside Twilight with a quill and paper. "To Princess Celestia, the threat of an unknown black smog looming over the skies of Ponyville has made itself known, and we will take care of the problem post-haste before it becomes a bigger problem for the rest of Equestria. We'll update you on how things went after, from your faithful student, Twilight Sparkle." Twilight stated. Spike wrote down as much as he could, and signed it off proper as he rolled it up, and covered the written letter in green flames, sending it on its way.

Applejack nodded. "Well, the princess has been informed of the issue, so I say we swing by Fluttershy's, get her and hopefully get an explanation, then deal with the smoke problem. If this stuff affects mah apples, whatever's makin' this smoke is gonna be chokin' on fumes for messin' with mah family's livelihood." Applejack stated sternly.

Ben sighed. "Then let's not waste anymore time, and get this problem solved. Let's go!" Ben stated, moving to the door.

Soon enough, the others followed suite, leaving the library and making their way to Fluttershy's home. Unbeknownst to Ben, the Omnitrix was beginning to crackle and spark with a blue energy, and the green hourglass soon began to change into an unfamiliar blue hue.

[Fluttershy's Cottage]

Fluttershy had finished packing some of the essentials into a satchel, though she doesn't look very enthusiastic about the trip. "Oh... I can't believe I have to go up there, if there's a... a... Oh! I can't even bare to say it!" Fluttershy shuddered, inches away from the front door. Fluttershy's expression turned from one of fear and terror, to annoyance and disappointment. She grit her teeth and smacked her face a couple times. "Come on, Fluttershy! You helped stop Nightmare Moon, you can do this! Everypony's counting on you, Dash wouldn't let you abandon your friends at a time like this! You even went to Canterlot a couple years back, just to help Ben! You can do this!" Fluttershy shouted in a hush-tone.

Though she didn't feel all that better, she did give herself some proper advice. She already faced Nightmare Moon, as well as venture to Canterlot during a supposed zombie attack. Why should she be scared now?

Fluttershy sighed, only to immediately jump at the sound of someone knocking on her door. "W-Who is it?" Fluttershy meekly asked.

"Fluttershy, it's us, your friends! We're moving out to the mountains! I know you must be scared, for whatever reason, and it's okay to be scared sometimes. Look, there's been a change in plans. Without Dash to use her element, all of us are gonna have to go up there and take care of the problem ourselves," there was a small period of silence, until Ben's voice could be heard again. "Look, you don't have to come with, clearly you have your reasons for being apprehensive, but I know you're stronger than this. After all, wouldn't it be good to show Dash how much you're improving on your shyness once she comes back?" Ben inquired.

As much as Fluttershy wanted to stay, knowing that was an option, she knows she faced worse, no point in getting scared, especially if the smoke lingers. Fluttershy sighed and opened the door, marching out. "I'm going. As much as it may scare me, it has to be done. Plus, I wanna do all I can for my animals, it also didn't feel right to just stay here while my friends handle this on their own." Fluttershy stated.

Ben was surprised, but let a smile form on his face. "Nice to know you're up for it, and don't worry, if things get too hairy, I'll get us out in no-time." Ben remarked.

Twilight lit up her horn, lifting up a make-shift map. "Then let's finally get this show on the road!" Twilight exclaimed.

Finally on the same page, the group of six make their way down the road, and toward the direction of the thick trail of billowing black smoke.

[Mountain Trail]

The six marched upward on the trail for a few hours, witnessing the grand scenery around them. The numerous trees sprawled out amongst the landscape, the occasional ponds of sparkling blue water, the birds that flew by, as well as seeing a few pegasi flying amongst the clouds. The higher they walked, the more beautiful the landscape became. It looked like a work of art, but occasionally they'll see the black smoke begin to obscure the sights.

Ben groaned. "Okay, this is taking too long sticking to a trail. We need to take this up a notch, and I say, it's time to climb the mountain!" Ben remarked, trying to twist the Omnitrix's dial.

Applejack stepped forward, trotting past Ben as she looks at the map Twilight had. "So, how much further do we have to go?" Applejack inquired.

Twilight folded the map and stuffed it into her satchel. "Honestly, it may take a few more hours to get to the top. Even then, we'd have to worry about steep cliffs, gaps in the rocks, as well as the potential danger of rockslides. My best guess is that one of these trails will be super long, but equally secure," Twilight gestured to the upcoming fork in the path. "We'd be better off taking the safest route, just to ensure we're all in one piece." Twilight explained.

Ben rolled his eyes. "I'm all for safety, Twilight, but if we spend too long on the trail, we'd be wasting time, as well as risking ponies' health and livelihoods with the smoke still being present. Sorry sis, but I say we get direct with this," Ben popped the icon up and selected Fourest Fighter's icon. "Here we go, It's Hero Time!" Ben exclaimed, slamming down on the Omnitrix.

Ben was enveloped in a flash of green light, but more blue electrical discharge was leaking out of the Omnitrix. Before anyone knew what happened, the discharge suddenly struck a few of the mares, causing them to yelp out in shock and step back as Ben became a familiar, yet new transformation.

As the flash of light died down, Ben was some kind of tall skinny plant-like creature. Its body was comprised of a bunch of dark murky green vines, with a lighter set of fresh green vines bind together amidst the middle of the torso. The creature had a slightly bulbous head with one singular blue eye, and a venus flytrap jutting out from its shoulders. It had black pods growing from its back and long slender vine-like claw fingers. It didn't have legs, but kept itself propped up on four large green vines. The Omnitrix was embedded into the creature's chest, in a similar manner to how it usually looked when Ben turned into Ghooligan.

The plant-like alien looked itself over in confusion, and mild irritation. "You have gotta be kidding me. I wanted muscle, not a monster-sized houseplant! I'm not exactly mad that I got to become Wildvine again, but this was not the best time for him!" Wildvine argued.

The Omnitrix made a bunch of low mechanical noises and sparked with more blue electrical energy, only to return dormant. Wildvine sighed, not wanting to lose sight of the objective. "Alright, I can still make this work, maybe. It's not Fourest Fighter, but Wildvine's no slouch either. Twilight, you ready for a cli-ai-ai-AI-YI-YI!" Wildvine suddenly recoiled, out of shock, and out of sheer surprise and bewilderment of what he was seeing.

Twilight was now standing on her hindlegs, though certain parts of her were now a bit more... techy. She didn't tower over him, if anything she was only a bit taller than if she was on all-fours. Her body was covered in a dark violet metal, with light purple tech patterns lining certain parts of her new amorphous body, including her arms and rounded fingers. The mid-section of her body was a bright white color, and the shape of her cutie mark was most prominent as the shape of her new mechanical eye. Her muzzle stuck out as well, but was left without a proper mouth.

Applejack was standing above him, tall, broad-shouldered, and equipped with a set of four muscular scarlet-colored troll-like arms. Her four bright green eyes opened, noticing that she was suddenly looking down at her transformed friends. She had black worker gloves on her hands, what looked like brass braces on her wrists, and wore a pair of heavily-armored overalls, though her hat seemed to remain unchanged. Her blonde hair had now become a pitch black color, and her cutie mark was now smack-dab in the center of her mid-section.

Rarity was in a very manic state, and in her current state, she has practically gone wild. She remained on all fours, and her back hooves had become feet with dark violet claws protruding from the toes. Her front claws were just as sharp, though her coat was purely white, with small light-blue diamond-shaped patches being seen on the front of her eyeless head, resembling her cutie mark.

Pinkie, ironically enough, seemed the most calm out of all of them. She was a lot more rotund than before, and remained on four legs, though she now had purely white skin, with pink shell-like bulbs covering a major portion of her body. Her hooves had now sprouted a set of black digits, two sets of four small claws on her front hooves, and three black claw-like toes on her back hooves. Her blue eyes seemed to beam with excitement as she curled into a ball, and began to roll herself in circles.

Fluttershy, ironically enough, was not altered. She was definitely worried about what happened to her friends, though. "O-Oh my! Ben, what did you do!?" Fluttershy squealed.

Wildvine held his slender fingers up in defense. "It wasn't me! Not entirely, at least!" Wildvine looked at the Omnitrix, noticing it still buzzing and emitting blue static. "I think the Omnitrix did something weird. The Omnitrix usually fixes things, but if I remember correctly, this thing is a prototype. I guess this thing was bound to bug out again at some-point. Though why it turned four of our friends into my aliens, I have no clue." Wildvine wondered.

Fluttershy walked towards Applejack, looking right up at her as her towering physique cast a shadow on her. "H-How do you feel, Applejack? Are y-you okay?" Fluttershy asked.

Applejack carefully tried to move around, casually swinging her arms as she looks down at her friend. "It's certainly... strange, that's fer sure. Lemme tell ya, ah always wondered what it felt like for ya, Ben, to just suddenly change into somethin' completely different... but land sakes," Applejack gripped all four of her hands into fists, her voice was much lower, and a bit more gritty and gravel-y. "Ah never would've imagined it felt like this! It's incredible, but very hard to maneuver if ya don't know what in tarnation you're doin'." Applejack remarked, sitting down as she leaned against the mountain's rocky surface, crossing her legs.

Wildvine chuckled. "Trust me, it was hard for me, too. The trick with Fourest Fighter, is to find a rhythm to your movement. If your muscle mass is pulling you in one direction, you have to fight the pull, especially if you're in a fight." Wildvine stated.

Fluttershy looked at the purple-shelled ball still rolling in circles. "Pinkie? How are you feeling? Are you okay, or do we need to go back?" Fluttershy asked.

The ball uncurled and Pinkie sat on her flank with a smile on her face, as well as a few new sharp teeth to behold. "I've never felt better! Though I will admit, I don't feel as energetic as I was before. Not that I mind, but lemme tell ya, this is great! I can now become the cannon ball for my party cannon to use, so that'll be fun!" Pinkie commented, her voice was a bit low and sounded warped, but still seemed like Pinkie.

Wildvine looked at Twilight, noticing her poking and pulling at her malleable metal body. "Twi? You okay?" Wildvine asked, cautiously moving closer.

Twilight looked up at Wildvine, and couldn't help but feel so confused, yet so intrigued. "It's hard to explain what I feel. It's like my body has been reduced to atoms, or something a bit bigger than atoms, and my mind has been equally divided and distributed to each one of these things that make up my body, now. Had I known that this was what you always experience, every time you transform, I would've personally asked you to let me run some of my own tests, just to see what makes your transformations, and your watch tick in such a specific manner." Twilight remarked, fascinated by her transformed state.

Everyone looked over at Rarity, who was frantically panicking, roaring out in a mix of panic and most likely outrage. Fluttershy quickly flew over, and though Rarity was swinging her claws a lot in a dramatic manner, but it was only then she started to whimper as Fluttershy tried to calm her down. "She's scared, very scared. She thinks she looks abysmal, horrid, beastly. She's definitely taking this the worst out of all of us, that's for sure." Fluttershy stated, trying her best to translate.

Everyone looked at Fluttershy, but did remember her special talent involved talking to animals, and the Vulpimancers, whether it's Ben or Rarity, was no exception. Then, Twilight's attention shifted back to her brother. "Ben, how did this even happen? And you're telling me, that your watch is just a Prototype?!" Twilight inquired.

Wildvine shrugged. "It never came up in conversation, but yeah. Prototypes of any kind tend to bug out a lot, but I figured since it hadn't done that in years, it was worth forgetting. Besides, maybe this is just a new feature, I can turn others into my aliens, but I guess it didn't work out like it was supposed to, considering it was merely accidental." Wildvine tried to explain, rationalizing the situation the best he could, despite not having a clue himself.

Applejack raised an eyebrow and looked over at Fluttershy. "Then how do you explain why Flutter's not one of yer aliens?" Applejack asked.

Wildvine frowned and sighed. "For Faust sake, I don't know! Maybe the discharge only affects certain individuals, or maybe her mutation is taking longer than the rest of you girls' mutations. I'm an alien superhero, not a fountain of knowledge!" the Florauna argued.

"Either way, we still need to deal with what's making the smoke, so here's what we're going to do," Everyone looked at Twilight. "I know this is something we've never experienced before, but we'll have to make due with what's happened till Ben can find a way to change us back. Till then, the source of that smoke is still our top priority. Let's get to moving, we'll have to get this done quick." Twilight stated, motioning to the less safe and secure route.

Everyone stayed close as they ventured onto the path. Their sudden transformations were interesting, but only time will tell if they'll become a set-back, or their greatest advantage.

The traveling group of transformed heroes keep making their way up the mountain, but as they kept moving through the treacherous route, something loud, gruff and bellowing was clearly making itself known.

Fluttershy ducked down underneath Wildvine, causing him to stumble a fair bit. "Fluttershy, could you kindly not try to tangle me up? Lives are on the line, remember?" Wildvine inquired, staring down at the yellow pegasus.

Fluttershy gulped, slowly moving out from underneath her friend as the bellowing echoed out again. "What in tarnation's makin' that racket?" Applejack asked, looking around for the source.

Twilight maneuvered her body along, noticing the smoke was coming from high up above them, and the bellowing sound echoed out too, causing a ripple in the stream of inky black streaming through the air. "Looks like whatever's causing this smoke is also the source of the noise. If I were a betting mare, it could be a dragon." Twilight hypothesized.

Wildvine looked upwards, and decided to let his spindly vines dig into the side of the mountain, letting them weave together as he created a type of vine ladder up to the top. Wildvine looked back at his friends, who seemed unamused. "What? We have to go up there anyway. Besides, do you really wanna risk traversing up the less than safe route in your current states?" Wildvine remarked.

Twilight moved over to her brother, staring him down. "Ben, we wouldn't even be like this, if you didn't mess with the Omnitrix. This is your mess, and you need to clean it up." Twilight reprimanded.

Wildvine frowned and glared at his sister. "First off, I wasn't messing with the Omnitrix. I was trying to turn into something that could make this a bit easier, and more bearable. Second, how was I supposed to know that the Omnitrix would choose now to be a pain in our rear ends?!" Wildvine shot back.

Twilight's horn was beginning to build up a sudden glow, as well as slowly light up. "You've had that watch longer than any of us have, so you must know something!" Twilight argued.

Wildvine rolled his singular eye. "If I knew how to fix this, don't you think I would've done it already!? As much as I love the nostalgia of using Wildvine, this isn't the time for me to reminisce!" Wildvine countered.

The two siblings argued amongst each other, while the other four had simply been relegated to the sidelines, watching the argument unfold. "Shoulda figured this wasn't gonna be easy. As if bein' turned into these strange monsters was already difficult, now these two're gettin' more ornery than a nest full ah rattlesnakes." Applejack remarked, crossing all four of her arms.

Pinkie rolled over beside her tall muscular friend and watched as two of her friends continued to argue and bicker. Pinkie frowned, and oddly enough, her shell began to dull in color and crack a fair bit. "This isn't good, not good at all. I can see where Benny's coming from, since even he doesn't seem to be, well, educated, on what that Omni-watch can, or can't do. Yet, Twilight does have a point, since he does rely on it. He had to break up a fight between Dash and Gilda, and took it a bit too far when he became some kind of weird griffin creature. I think even he knew it was a bit much, how do we resolve this?" Pinkie asked.

Rarity slumped down onto the ground, whimpering as she tried to rest. Unfortunately, the strange gills on the side of her face began to pick up on something. She 'looked' in the direction that led further ahead of the trail, and noticed a bunch of big bugs coming their way. Well, they seemed more like bears with bug parts, but same difference and such. The bug-bear-thing looked to be a brown bear, with bee wings, an abdomen and stinger, four front legs and a set of backlegs. It also came equipped with four eyes, antennae, and was covered in brown, black and yellow stripes, roaring out in a fit of rage.

Rarity yelped and ran towards the others, roaring out in a panic. This caught the attention of the two arguing siblings, who immediately saw that they had to spring into action. Wildvine dug into the stone, and burrowed his way through the rock, letting several vines break free and wrap around the bugbears, constricting them in his hold. Twilight ran forward and without thinking, let a powerful beam of bright violet energy explode from her horn, dealing a serious amount of damage to the bugbears, but it seems that they became more aggressive.

Wildvine tried to keep his grip on the bugbears, but soon he didn't have to when a pink ball of destruction began to ricochet around the mountainous path, and into the bugbears, knocking them back a great deal as Pinkie unfurled, her eyes seemingly spinning. "Ooouuhh... That was fun!~" Pinkie remarked in a dazed tone as she collapsed.

The bugbears growled and buzzed as they attempted to try and attack, until Fluttershy stood in their way, seeming rather irritated. "STOP!!" Fluttershy shouted, her voice echoed throughout the mountain, and the bug bears immediately came to a halt. Wildvine came out of the ground and the others simply watched.

Fluttershy walked up to the bugbears, scowling at them as they began to look scared. "You! Care to explain yourselves on why you attacked us?" Fluttershy asked, gritting her teeth. The bugbears winced, whimpering as they pointed up towards the black smoke, the bellowing noise roared out yet again. Fluttershy was not amused in the slightest. "So you think that whatever's making that smoke, that excuses you for attacking ponies and people you don't even know! Is that it?" Fluttershy reprimanded angrily.

Wildvine looked towards the top of the mountain, the black smoke was beginning to slowly dissipate, only to have his attention be brought back to his friend's continuous shouting. "You must have a lot of nerve, thinking it's okay to just attack someone who's trying to help! That's a good way of making enemies, buster! Now you and your friends go back the way you came, and think about what you've done, ya hear me?!" Fluttershy exclaimed, her face became a bit more red as she took a couple deep breaths.

The bugbear seemed very terrified, as did the other bugbears. The bugbear growled and roared in a meekly manner as they quickly retreated back the way they came. Fluttershy turned back to her friends, noticing the shocked and bewildered looks on their faces. Immediately, the realization of what Fluttershy had done came to her, and she was soon shocked herself. "O-Oh... s-sorry, that was... oh my..." Fluttershy quickly got quiet, murmuring to herself.

Everyone was rather surprised, they hadn't heard Fluttershy scream like that, let alone get angry. Rarity quickly walked over, lightly nudging Fluttershy's cheek as the pegasus slowly let her face be shown. No longer was it red with rage, but now more-so red with embarrassment. "I-I'm sorry... t-that was rather r-rude of m-me..." Fluttershy apologized.

"Of all the things that have surprised me today, this takes the cake. How long have you held that in, Flutters?" Wildvine asked, seeming very surprised and juxtaposed by Fluttershy's aggressive reprimanding.

Fluttershy took a deep breath and sighed. "The stress of the situation has been... um, unhealthy, for me. I... I-I don't talk about this very often, e-even with Rainbow Dash, but... I-I have a f-few anger i-issues myself..." Fluttershy shuffled in place, looking embarrassed and ashamed. "I-It doesn't help t-that I have a f-fear of dragons, e-either..." She explained.

Applejack stepped forward, crouching down to her shy and timid friend. "Darlin', why in tarnation didn't ya say that before?" Applejack inquired.

Fluttershy simply shuddered. "I... I-I didn't want to sit on the sidelines... I l-like spending time w-with my friends, a-and knowing that they're risking their lives for my animals, a-and everypony else... I d-didn't want to stand by, knowing that my friends were g-going to face a dragon, a-all on their o-own. You're all so b-brave, a-and I'm just... j-just..." Fluttershy's voice slowly petered out, and went silent. Rarity was trying to keep her friend close, even if she couldn't speak a single coherent word this whole time, she still made the effort to quell her friend's problem. "I didn't want to lose my friends, knowing I could've done something to help..." Fluttershy whimpered.

Soon enough, Fluttershy found herself in a strong embrace, provided by her new four-armed friend. "Next time, tell us if you feel this way. We get that you're not the talkative type, especially 'round other ponies. It's sweet that you wanted to come an' do the right thing, even if it meant facin' yer fear, but don't force yerself to do somethin' that yah can't agree with. Understand, sugarcube?" Applejack stated.

Wildvine moved forward, crouching down as he gazed at the yellow pegasus. "AJ's right, Flutters. I even gave you a choice before we left, since I knew you could be very... well, shy. It's in your name, for Celestia's sake," Wildvine felt a nudge from Applejack, and cleared his throat. "Nevertheless, I know what you're feeling, knowing that you could've done something to help if you had done this instead of that, trust me, Twilight could tell you all about my first blunder as a hero, it wracked me to my core... but that doesn't mean I gave up, I just found other ways to help. Your ability to talk to animals was definitely a big help during our trek to defeat Nightmare Moon, as well as with running those bugbears off. If we play our cards right, it could be the very thing that can still save the day." Wildvine remarked, giving the pegasus a warm smile.

The pegasus smiled, but the moment didn't last long. The bellowing roar echoed out, and soon, the mountain began to shake. Everyone looked up, noticing that the black smoke was beginning to disappear, but a new problem had soon arisen. A large winged beast was beginning to descend down upon them. it was a big red dragon, with a yellow belly and leathery yellow wings. its bright golden eyes fixated on them, and it roared out, spewing out a stream of fire from its maw.

"Everyone, scatter!" Wildvine called out.

Everyone immediately began to move in different directions, all while the dragon descended upon them. Judging by how much black smoke was pouring out from its nostrils, it seemed pretty pissed. Wildvine knew that he was at a disadvantage, and tried to change himself into something less flammable by touching the Omnitrix, but it didn't respond. "Oh man..." Wildvine tried to figure something out, but then he remembered that the big black bulbs growing out of his back, weren't for show. Wildvine's worry, turned to calm, and he thought of a plan.

The dragon landed and roared out, spewing fire at every possible angle, even snapping its jaws to try and get ahold of whoever it can. Applejack jumped into the air and aimed her hooves at the dragon's head. "Time fer you tah get a well-placed knock to the head! Here's some common sense, ya overgrown varmint!" Applejack slammed the dragon's head to the stony ground beneath it. It roared out and flung Applejack off, and swatted her into the wall with its tail. Little did the dragon know, this was no average pony, and certainly not your average Tetramand. The dragon felt its tail be pulled on, only for him to suddenly be flung back into the air, with Applejack leaping upwards, smacking the dragon's gut with all four of her fists. "Ready to throw in the towel now?" Applejack called out, grabbing ahold of the mountain as she kept herself still.

The dragon growled and spewed another stream of fire in her direction, and she instinctively jumped off the wall, landing back on the ground as she saw Wildvine casually throwing seeds all around the path. "Ben, I assume you got a plan? Because right now ain't the time tah be plantin' produce!" Applejack remarked.

Twilight fired off miniature blasts from her horn at the dragon, but the blasts were basically doing nothing. "This is ridiculous! Why isn't my magic working!?" Twilight groaned, her frustration becoming more and more apparent.

Wildvine stopped short and looked down. "It's because Upgrade's incomplete! The Omnitrix might've adapted most of my transformations to Equestrian Magic, but Upgrade is a purely artificial alien! Your magic seems to be diluted, so use Upgrade's energy attacks as a substitute! Do what you did before against the bugbears!" Wildvine yelled out, throwing more seeds everywhere.

Twilight thought about her brother's advice, and as her horn lit up, energy began to build up too. Soon enough, another powerful violet blast exploded from her horn and hit the dragon's face, knocking it back a fair bit. Twilight moved forward and continued firing miniature energy blasts at the dragon, doing a substantial bit more damage, but not enough to get the dragon to land.

Pinkie curled up into a ball as Rarity grabbed her and threw her upward at the dragon. Pinkie started spinning as she slammed directly into the dragon's chest, causing a sudden choked grunt to escape the dragon, a billow of black smoke escaped its nostrils and maw as it seemed to have been stunned, collapsing downward as it crashed onto the path, groaning as it tried to sit itself back up. "This thing can sure take a beating, just how sturdy are dragons anyhow?" Applejack questioned.

Wildvine landed, and soon enough, the dragon was ensnared in thousands upon thousands of vines that rapidly sprouted from the earth and stone. It tried to burn its way out, but the vines had restricted its maw from opening up. It was trapped in a natural snare, and had been properly restrained. "Okay, now Fluttershy needs to do her part. I know she can do it, I got faith in her, and she's proven that she can handle it." Wildvine remarked.

Fluttershy flapped her wings and landed on the bridge of the dragon's elongated maw. The dragon looked down at the pony who stared back at him. Fluttershy gritted her teeth and bopped the dragon between the eyes with a swift buck kick, the echoing sound of her back legs connecting to the dragon's temple was loud, and painful. The dragon recoiled, seeming more upset than angry. Fluttershy didn't need to say a word for the dragon to understand that he was causing trouble, but rather, he simply nodded, saying something through grunts, groans, growls and whimpers. Something that convinced Fluttershy to give Wildvine the signal to let the dragon free.

Without another word, the vines that had ensnared him began to loosen up, unraveling and retreating back to the ground. The dragon soon flew back up to the top of the mountain, and then flew away from the mountain itself a moment later. Fluttershy fluttered back down to the ground as she embraced her friends, and now ready to head back down to Ponyville.

As they walked back the way they came, Wildvine was the only one to acknowledge the unsolved problem. "So, how are we gonna fix you girls? actually, how come I haven't timed out yet?" He wondered, tapping the Omnitrix once more. The Omnitrix continued to spark and make noises, but nothing seemed to happen.

Twilight looked over the Omnitrix and tried to touch it herself, allowing her whole hand to meld with the device itself. "Oohoho! That's a... weird sensation, but I think I found out the problem," A series of noises came from the Omnitrix, and Twilight retracted her hand. "Try transforming back, now." Twilight suggested.

Skeptical, Ben cautiously tapped the Omnitrix, and in a flash of green light, he was returned to his normal human form. Soon enough, the Omnitrix then began to shine a blue color, something Ben hadn't seen before. "Okay, what's this now?" Ben asked.

"An Error has been identified and properly fixed. Recalibration Mode has been activated," Before Ben or the others could respond, the Omnitrix enveloped itself in a green light, then the dial began to spin on its own. After a moment of watching the Omnitrix do... whatever it was doing, the green light enveloping it dissipated, and the hourglass then began to glow yellow. "Recalibrations Complete, transformation modules have been re-stabilized.Omnitrix has detected numerous targets of unsuccessful genetic splicing. Shall we attempt to repair?" The Omnitrix chirped.

Ben recognized that, and nodded. "Yes, attempt to repair all targets." Ben instructed.

"User request Acknowledged. Genetic repairs of this scale will take up sixty-percent of the Omnitrix's power." The device chirped.

Soon enough, the four affected ponies were then met with four strange mechanical wires that sprouted from the Omnitrix's core. They attached themselves to their bodies and began to absorb the foreign DNA back into the device itself. One by one, the ponies began to change back to normal, and soon enough, they had all become normal again.

The wires retreated back into the watch and the Omnitrix returned to its normal green glow. "Genetic repairs complete. Tetramand, Vuplimancer, Arburian Pelarota, and Galvanic Mechamorph DNA Samples have been collected and re-added back into the main playlist. Additional genetic data has also been acquired for Equestrian DNA, additional genetic data may be required." The Omnitrix chirped.

Ben cycled through his aliens, and did confirm that Four-Arms, Cannonbolt, Upgrade, as well as Wildmutt were back inside the watch, and aside from now seeing Wildvine's icon again, he also saw an incomplete icon, but he figured that'd be something to worry about for another time. For now, he wanted to go back to Ponyville, and relax.

[Ponyville]

After a few hours of walking home, and Ben's friends enjoying being back to their old selves again, Ben had to admit that he did enjoy being back in his normal body. if he were stuck as Wildvine, he'd feel as if no one would let him hear the end of it. "Well, we solved the problem, and Fluttershy developed more as a person, I'd say this was a regular day for us. Speaking of, what'd the dragon tell you back there before he left, Flutters?" Ben asked.

Fluttershy smiled. "He just told me that he wanted to find a calming place to sleep, without anyone disrupting his slumber. He wasn't aware of his smoke being such a problem, so he decided to take his hoard and find somewhere more secluded to rest. I needed to play up the anger to really sell it, though. Big Red's no monster, he just gets grumpy when he hasn't gotten his proper hours of sleep." Fluttershy explained.

Ben was confused, but at the same time, he understood, in a strange way. "Well, either way, I can't wait to head back to the library, I need a nap." Ben remarked.

Applejack stretched out as she got used to being on all fours again, and re-adjusting her hat. "Hopefully Mac had the farm runnin' smoothly while I was gone." Applejack remarked.

"We were only gone a couple hours, Darling. I doubt it's in any kind of undesirable state of disarray." Rarity disagreed.

As the heroes make their way past the road to Fluttershy's cottage, they happen to see Rainbow Dash and Gilda ahead, moving their way. "Hey guys!" Dash called out.

Ben smiled. "Hey Dash, you missed out on one heck of an adventure. Where've you and Gilda been?" Ben asked.

Rainbow smirked. "Me and Gilda were going against some real villainous sorts, y'know, the usual." Dash remarked.

Gilda rolled her eyes. "We ended up facing a couple Minotaurs, they were causing problems over in Baltimare over a couple bits. Dash and I took care of it, and they're now in Plumber custody. It really was just the usual, which is boring." Gilda remarked, seeming rather disappointed.

"Well, Dash, if you think fighting a couple minotaur was tough, imagine fighting a dragon, and being stuck as aliens! I was this one thing with a shell, I think Benny called it Cannonbolt, I was like if a wrecking ball and a pinball had a baby! a very destructive baby!" Pinkie remarked.

Dash went wide-eyed and looked at Twilight for clarification. "For context, Dash, apparently Ben's Omnitrix is merely a prototype, and it's only now that it bugged out and spliced alien DNA with most of us, except for Fluttershy. I ended up becoming some technological blob, Applejack became some muscular four-armed creature, Rarity ended up becoming that eyeless dog with gills on its face, and Pinkie became, well, you already know, she described it best." Twilight explained.

"Let me tell you Benjamin, that was dreadful, darling. How you ever got used to being such a beast is beyond me! I bet I looked horrid!" Rarity complained in an over-dramatic tone.

Ben smiled. "Hey, you handled yourself better than I did when I first became Wildmutt, so you got my approval." Ben reassured.

Dash groaned. "Man, I missed out on the chance to be an alien?! Talk about the worst timing, I would've made an awesome Ghooligan, dude! I'd be fast, and spooky! Just what I need to be for Nightmare Night, whenever it rolls around." Dash remarked.

Ben chuckled. "Trust me, I think you'll be fine. C'mon, let's head to Joe's, my treat. I'll tell you all about it, and maybe I'll introduce you to a familiar alien I re-unlocked." Ben stated, running down the way.

Dash's jaw dropped further. "You unlocked another one!? Dude, you gotta show me, now!" Dash exclaimed, chasing after the human.

Author's Note

Wing-It is the Omnitrix's DNA Sample of a Pegasus.

Wildvine is the Omnitrix's DNA Sample of a Florauna.

Also, what'd you think of the twist involving the girls being transformed into his aliens, as well as the Omnitrix suddenly going haywire?

I also figured it'd be cool to show at the end that Dash and Gilda were on their own adventure, mainly Gilda explaining more about her association with the Plumbers.

Sorry this chapter took so long to get out, I've been busy.

Applebuck Infestation

A Boy and his Watch
By TheAlienBrony22

Applebuck Infestation

[Golden Oaks Library, 3 days after Mutant-Shy.]

"C'mon, please? I'll do your chores for a whole week!" Spike begged.

Twilight and Ben were tidying up the Library after the whole incident with the dragon, and a couple strange bug/bear hybrids, and Spike was given the abridged version of the story by Ben himself, and that led to Spike practically begging for some info on dragons.

Ben sighed, watching his little brother cling to his leg. "Spike, if I told you once, I told you ten-thousand times, I don't know! You'd have to ask Fluttershy since she did the talking. And even then, I don't know what she said, but I don't want you learning something you shouldn't be learning at your age, and neither would Flutters," He then yanked Spike off his pant leg and balanced him on his shoulder, resuming using the feather duster in his hand as a makeshift weapon, attacking a lot of accumulated dust and allowing for the books on the shelves to look clean, vibrant, and vaguely look brand new. "Besides, I'm sure the Library has a book or two about Dragons somewhere, we just gotta find 'em." Ben stated.

Spike sneezed from the accumulation of dust in his face, allowing for a small scroll to then manifest from the green flames. Ben caught it and sat his brother on the table, noticing the royal seal. "Twilight, looks like Celestia sent another letter for ya!" Ben called out, looking up the flight of stairs.

Twilight's head poked out from the top of the stairway, with a duster levitating in her magic. "I'll get it in a moment, just set it on the table!" Twilight announced, swiftly returning to her cleaning.

Ben rolled his eyes and gently tossed the scroll onto the table. "I already finished up my end of the cleaning, so I'm gonna head ou--" but before Ben could finish that sentence, the front door was thrown open, causing a small bunch of books to come falling off the well-cleaned shelves, completely disorganized. Ben stared in silence, then whipped his head back to the front door, only to be surprised when he saw Big Mac stroll in. "Nevermind, I'll organize a small pile of these books for you to sort through, and you can re-organize them. Mac just showed up, so I'm gonna see what he's here for!" Ben called out.

Ben heard a muffled yell from Twilight, and assumed that was her giving him the 'OK', and so, Ben let a mild frown form on his face as he made his way to the books. "So, Mac, what brings you to the Library today, pal?" Ben asked, grabbing a few books and observing their covers.

Mac stepped in and closed the door, walking towards Ben as he stacks the books in a specific order. "Ah was wonderin' if Applejack came by here today." Mac explained.

Ben shook his head no, looking back at the big red stallion in the room. "No, she didn't come by for a visit. Would've been nice to have an extra set of hooves to help, though. I figured she was already busy with helping out on the farm, and don't get me started on the sudden stampede that happened yesterday. She worked hard to rope in all that cattle, I figured she could handle herself for a day, doing whatever she needed to do." Ben explained.

Mac stepped closer, nudging a couple books and picking them up, looking at the covers. 'Less Exhaustion, More Harvesting' and 'Advanced Applebucking Techniques', Mac raised an eyebrow and sat the books close to Ben, getting his attention. "She had these books two days ago, I shoulda guessed it wouldn't end well." Mac remarked.

Ben's interest was suddenly piqued, and met Mac's gaze. "What do you mean 'wouldn't end well'? Did something happen, Mac?" Ben asked, a hint of worry in his tone.

Mac sighed. "Applejack's gone on a stubborn bender. Believe it or not, I'm a bit sore, think ah mighta pulled a muscle in mah backlegs, because it hurts too much to buck the trees. As long as I can still walk and run, technically ahm fine, but I can't buck the trees without feelin' like mah backlegs are gonn' tear like paper in a hailstorm. Now Applejack is tryna pick up the slack by tacklin' the whole harvest on 'er own, and ah think it might be takin' a toll on her. She's been actin' strange and it's not helpin' anything at all," Mac cleared his throat and sat down on the ground, trying to relax and ease the aching in his hooves. "Any chance you'd be willin' tah talk some sense into her, or maybe lighten the work load?" Mac requested.

Ben sighed, knowing what he's definitely going to do, but knows it could be very difficult. "I was gonna pay Sweet Apple Acres a visit anyway, might as well make sure that Applejack doesn't hurt herself. I'll be back in a moment or two, just keep an eye on Spike and make sure he does his chores." Ben remarked, accepting his friend's request.

Mac nodded as Ben walked out the door, closing it behind him as a flash of green light and a blue blur sped off through town. Mac looked back at the small drake, and handed him the feather duster that Ben dropped on the table, causing the little drake to sigh.

[Sweet Apple Acres, Afternoon]

XLR8 came to a sudden stop, a flash of green light enveloping the Kineceleran as Ben returned to his human form. "Applejack?" Ben called out. No answer was provided, but he knew it wouldn't be that easy. Ben ran into the orchard, looking around for the orange mare, but couldn't seem to get a lock on her location. Ben groaned and twisted the watch, pressing it down as he became Wildmutt.

The large extraterrestrial canine sniffed at the ground, and soon picked up on her scent. He was about to start moving, until he saw the mare trotting along in a dazed and exhausted state. Wildmutt tapped the badge on his helmet and transformed back into Ben, who ran up to the mare. "AJ, mind if I talk to you about something?" Ben called out.

The mare stopped in place, turning around as she revealed her exhausted and severely dazed expression. Her eyes were looking in a couple different directions, on top of the bags under them, it was clear she hadn't slept. Her mane was a bit frazzled, and had a few twigs and leaves stickin' out, along with an odd black smudge on her hindleg. Ben recoiled a bit, not expecting his friend to be in such a state. 'Guess I was a bit too late, then.' Ben thought to himself. He cleared his throat and straightened up, trying to find the words. "Applejack, what's this I've been hearing about you overworking yourself?" Ben asked.

Applejack seemed so out of it, but she made a frown and scoffed, turning away and moving towards one of the trees. This tree was already pretty different from the rest, it looked less vibrant, almost dead and rotting away, the 'fresh' apples hanging from its branches looked moldy, almost blue in random spots, and seemed to have a texture similar to that of ketchup leather and old meat. Ben knew what Applejack was about to do, and noticed the already spilling apples in her baskets, seeming like they were already too full.

Ben quickly ran over and tried to block Applejack's attempts at bucking the tree, and before he knew what happened next, he felt Applejack's hindlegs meet the bottom of his jaw as a large cracking sound echoed from the orchard. Ben was knocked out of the way, but it seemed to let Applejack know that she bucked the 'tree' and moved on. Ben groaned as he got up, holding his jaw as he tried to stand back up. "Oh kay... tthhhaaat coulda gawn betturr..." Ben slurred as he tried to snap himself out of the sudden pain in the face he was now experiencing.

Applejack continued to try and buck a few more trees, but by the looks of her dazed and exhausted state, she couldn't even hit the base of the tree without spilling the rest of the contents in her baskets. Ben frowned, pushing the bottom of his jaw back in place with a crack, and moved towards the mare. "AJ, you're clearly exhausted and tired. If you keep trying to fill your baskets, you're letting good fruit go to waste and letting a good profit go down the drain. You need help, okay?" Ben explained.

Applejack glared at the human that towered over her, snorting as she whipped him in the face with her tail. "I don't know what in tarnation you're talkin' bout. Besides, how is kelp gonna help me, I don't even like seaweed!" Applejack remarked.

Ben was confused for a moment, until he finally realized that she's that tired. She ain't listening, and even if she was, she isn't listening all that well due to her dazed and exhausted state of being. Ben pulled Applejack by the ear and took a deep breath. "You need HELP!! For Celestia's sake, why are you so stubborn?!" Ben exclaimed, causing the mare to open her eyes wide and wince. "You made this difficult, you brought this on yourself, AJ. We're going back to the farmhouse, and you're going to take a long, well-deserved rest. I'll see if I can get the others to help me out, but you seriously need to rest. I will strap you down if I have to!" Ben remarked, twisting the dial on the Omnitrix.

Applejack grimaced and immediately tried to run away, but ended up stumbling over herself while the baskets flew off her, the apples she harvested previously flying out. In a flash of green light, the baskets ended up stopping in mid-air, caught in a dark green glow. The baskets were sat on the ground and the falling apples were then caught in that same glow, being carefully returned to the confines of the baskets. Ghooligan levitated the baskets up, enveloping himself in another flash of green light, replacing him with Four Arms.

Four Arms carried the baskets without much trouble, then slung the orange mare over his shoulder as he walked back to the farmhouse. "Trust me, AJ, you'll thank me later." The four-armed troll remarked with a smile, only to earn a muffled groan in response.

[Golden Oaks Library]

Twilight was beginning to finish up the last of the re-organizing for the books, all while Mac made sure Spike finished the last of his chores and then relaxed to read some kind of comic. "Thanks again for making sure Spike did his chores, it's good for him to learn that pulling your weight will always be as rewarding as relaxing. I just wish Ben didn't have to run off so soon." Twilight remarked.

Mac smiled. "Don' mention it, glad ah could help. Besides, Applebloom can sometimes be pretty ornery herself sometimes, but that's just how kids can be. Applejack was like that at Applebloom's age, and lemme tell ya, she was what mama called a 'wild child'." Mac stated, chuckling.

Twilight smiled, only to hear the sound of heavy footsteps nearing the Library. A bright green flash enveloped outside of the building, and Ben walked in, an exhausted and sleepy Applejack slung over his shoulder. "I'm back, and I made sure AJ didn't hurt herself." Ben remarked.

Twilight, Mac and Spike watched Ben move towards a sofa and lay her down on it. He carefully removed her Stetson from her head and covered her up in a blanket. "So, good news. Applejack is okay, and she'll be back to her old self when she wakes up." Ben stated.

Mac stepped forward. "So there's bad news?" Mac asked.

Ben sighed. "Yup, but it's not that bad. The rest of the harvest will have to be handled by me, and how many of our friends would be willing to help lend a hoof or two. Mac, you're still hurt from pulling a muscle, and Applejack is obviously out of the question," Ben gestured to the slumbering orange mare on the couch. "So, I'm thinking Me, Twilight, Spike, and maybe Rainbow or Pinkie would be willing to lend a hand. Apples are the furthest thing from rocks, but I bet Pinkie will be a proper choice, nonetheless." Ben explained.

Twilight thought about it for a moment, and Spike just sulked, sinking into his seat. Ben wondered on how he was gonna get his brother to help, until he got an idea. Ben let a confident grin form on his face and cleared his throat. "Spike, wanna see me turn into a newalien?" Ben asked.

Spike suddenly lit up, seeming excited. "You can see me use a new alien if you're willing to put in the work. Help us help the apple family not go broke, and you can see me become a new alien. Think a tough, strong, caring, and awesome dragon, like yourself, can do that?" Ben asked.

Spike saluted with a big smile on his face, all while Twilight and Mac shared a look of skepticism. Ben winked at the pair of them, as Ben seemed to know what he was doing. Twilight sighed, rubbing her temples with her hooves. "I'll go and see if Pinkie or Rainbow are willing to lend a hoof. You two can get started on the harvest till I get back with help." Twilight stated.

Ben nodded, and the three of them went back to the farm, while Twilight ran and hoped to find some extra assistance. The library was now empty, with Applejack on the couch, stirring in her sleep as an odd blue substance and that black smudge begins to grow on her hind legs.

Applejack started to twitch and groan. "G-gotta... help... P-Pin..kie.. to..day..." Applejack groaned in her sleep.

[Sugarcube Corner, Afternoon]

Pinkie was getting ready to bake some goods for some kids, and seemed pretty set up in her little kitchen. "Well, that's everything so far. The ingredients are gathered, I'm making great time, and hopefully I'll have enough time to head to Applejack's and help with her orchard! Good thing today's been a slow day, otherwise I don't know how I would've gotten this done!" Pinkie said in a chipper tone of voice.

As Pinkie hopped from one side of the counter, she immediately heard the bell when someone walks in. "Coming!~" Pinkie cheerfully exclaimed. As the pink pony hopped over to the counter, she was prepared to welcome the first customer of the day, until she noticed that the door was wide open, and there wasn't anypony in sight.

Pinkie raised an eyebrow at this, only to then chuckle. "Okay, I see how it is. Trying to get ol' Pinkie with the dine and dasher gag. Real funny, whoever you are! Now come on in so I can take your order!" Pinkie called out with a smile.

Pinkie waited for a moment, but nopony ever stepped into her line of sight. Pinkie waited, and waited, yet still nopony revealed themselves. Pinkie's smile was starting to crumble and turn into more of a smirk. "Okay, I see someone's trying to go for the long haul, acting like there's no prank! Okay, I respect the hustle, but why don't you come on out, and I can give you some pointers, okay? I'll let you taste test my newest batch of cookies!~" Pinkie announced, trying to coax the prankster out of hiding, and yet, the silence that befell the shop was almost deafening.

Pinkie's smirk soon became a frown, an almost worried look could be seen in her eyes, only to hear the clatter of pots and pans from behind her. Pinkie quickly whipped around and made a mad dash for the kitchen, only to see a familiar face that let her worries melt away. "Applejack, good to see you could make it! I thought you were sick, but maybe Twilight was just exaggerating. Lemme tell ya, I've been dealing with some persistent prankster today, but now that you're here, you might be able to-" Pinkie barely had any time to finish the rest of her sentence until she got a better look at her friend. "Applejack?" Pinkie called out.

Applejack was as stiff as a board. She didn't move, aside from the occasional errant twitch of her hind legs and a flick of her tail. Applejack kept her head low, obscuring her face behind her hair, as well as hiding under her hat. "Pink..ie.." Applejack hoarsely whispered.

Pinkie raised an eyebrow at her friend's behavior, but suddenly began to connect the dots to what she thought was going on. "Ohoho! Applejack, you card! I didn't think you were capable of making jokes. I'm actually pretty impressed, but we can brush up on pranks & jokes 101 after we make cookies for the fillies," Pinkie hopped on over to the mixing bowl, pulling her friend over to it as she made her way to the oven, checking to see if it preheated. "Can you put in some wheat-germ for me, AJ? I think I might've forgotten that when I heard the door open." Pinkie requested.

Applejack let out an unnatural growl and nodded her head in approval, as if she understood. As Pinkie turned her head away from her friend, Applejack plucked off a small piece of blue mold and black tar from her body and dropped them into the mixture, then covering it all up with the wheat-germ as she mixed it up. Pinkie bounced on over and took the mixture, laying the batter out on a few cookie sheets and popping them in the oven. "Thanks Applejack, now why don't you head back to Twilight's and get some much deserved sleep, oka-" There was an unnatural gurgling sound coming from the oven.

Pinkie looked over at the appliance and peered into it, only to be met by a thick plume of black smoke. Pinkie shrieked as she grabbed an oven mitt and clasped the trays with her mouth, dropping them onto the counter carefully. The trays had been ruined, but in some strange roundabout way, the trays were lucky to have only been ruined.

The cookies looked absolutely grotesque. Instead of being a light golden brown, they were blackened and mushy. The chocolate chips were burnt entirely, and had an unnatural blue hue to them. Upon using a knife to cut one of the cookies open, a bunch of melted black and blue goo strung along as it was steadily pulled apart. Pinkie recoiled and let a couple tears escape her. "This wasn't supposed to happen! How did these cookies suddenly go so bad?! I used fresh ingredients, they weren't gonna go bad until six months from now!" Pinkie looked to her friend for solace, only to find an emotionless stare. Pinkie didn't feel right, and she felt her tongue quite literally tie into a knot. "I'm sorry, Applejack, I'll see if I can scrounge up some more ingredients, and I'll try to find out what went wrong." Pinkie remarked, disheartened by what happened to the now-inedible treats.

Applejack felt a scowl form on her face. "At least try one, it can't be that bad," Applejack casually takes one half of the sliced cookie and pops it into her mouth, an uncharacteristically calm look in the farmer's eyes as she chewed on the blackened and disfigured sweet. "Besides, kids these days will love anythin' as long as it's not colored right." Applejack remarked coldly.

Pinkie was thrown for a loop, finally succumbing to confusion. Applejack just ate a burnt and possibly moldy cookie without a moment's hesitation. Pinkie felt an odd sense of dread welling up from within herself, and immediately knew she had to make a break for it. "Try it, Pinkie Pie. It's not like one cookie's gonna kill ya." Applejack requested, her voice steadily becoming more vile in tone, gurgling in a manner that almost sounded like the gurgling that came from the oven.

Pinkie was beginning to shudder as Applejack took a step towards her, prompting Pinkie to make an excuse. "I need to look something up real quick, gimme one moment please!" Pinkie exclaimed, a smile formed from the fear that continued to rise within the pink pony.

Before Applejack could make another move, Pinkie immediately backed off, getting on the other side of the counter and popping the floor open, revealing a secret slide. As she descended, Applejack snarled and jumped down after her, just as the floor was closing itself, the faint screams of Pinkie echoed from far below as something grew and encroached from beneath sugarcube corner.

[Ponyville; Town Square, Afternoon]

Rainbow Dash was casually setting up some kind of stunt with Gilda. "So, you want me, to climb all the way up there, and jump on the other end to fling you into the air?" Dash nodded in approval. Gilda put one of her hands to her face and couldn't help but laugh. "You've become riskier when I was away. You know that, right? I'll go up top, just give me the signal to jump, and I'll be right down." Gilda remarked, flying atop the wooden tower before her.

Dash smiled confidently. "This is gonna be good. Once the Wonderbolts see my skills during an improvised stunt, they'll have to recognize my skills and ask me to join! This can't go wrong!" Dash's smile soon turned into a mild frown, seeming a bit sad. "Too bad Applejack got sick, she was supposed to help me with this, but I'm sure she'll be alright." Dash told herself, trying to reassure some of her confidence.

As she was readying herself to be launched, she heard a few hoofsteps behind her. Dash turned around and a smile formed on her face. "Hey, Pinkie! Come to watch me perform a stunt that even the Wonderbolts would be proud o- hey, what's with the gunk on you? Really got busy in the kitchen today, huh?" Dash asked, noticing specks of blue mold and black tar encroaching all over her body.

Pinkie didn't answer. Instead, she just lurched over towards Rainbow Dash and hugged her tightly. "Woah! Pinkie, you know I don't do hugs when I'm doing stunts!" Rainbow remarked.

The pink pony didn't listen to her friend, but Rainbow Dash noticed that Pinkie's breathing was shaky, raspy even. She couldn't tell what was up with Pinkie, but the bugged out look in her eyes said it all, and she needed to get Pinkie to step back. "Okay, Pinkie, you can let go now, I kinda need to focus on my stunt." Dash requested. She waited, and even tried to free herself from Pinkie's grasp, but she was locked in. "Pinkie, I'm not joking, can you back off and let me do my-"

"Now why would you wanna do somethin' so reckless, Dash?" Applejack's voice called out. Dash looked to her right, only to feel her blood run cold as she saw Applejack's appearance. "Can't do stunts on an empty stomach, try one ah her cookies. We made one too many, so we're handin' em out as free samples." Applejack's voice was just as raspy, practically becoming gravelly and gurgled the more she talked.

Dash gulped, a sudden sensation of unknown terror was beginning to set in. 'I'm not sure what's happening, but I need to get Pinkie off me, something isn't right!' Dash thought to herself. Dash sighed and flared her wings, "Sorry Pinkie, but you need to let go!" Dash demanded.

Before the pink pony could figure out what Dash was doing, she flew upwards and immediately dropped down to the ground, specifically landing on Pinkie. She gasped and let her front legs loosen up, allowing for Dash to look at Applejack and start backing away. "Applejack, I don't wanna hurt you." Dash cautioned.

Applejack smiled, Pinkie swiftly got back up, cracking her back as they both started to trot towards the pegasus. "We know, Dash. That's what makes this easier." Applejack stated, a sinister tone creeping through her voice.

Dash could tell that this wasn't a situation she wanted to be involved in, and immediately flew upwards. Applejack bucked her hind legs against the wooden structure and caused it to collapse. Dash dodged a bunch of falling debris, only to then see Gilda flying in-place. "G, we gotta go! There's something wro- AH!" Dash looked down at her back leg, seeing a blue and black tendril gripping and clinging to her, pulling her down. "Nevermind, you gotta go! Find Twilight, get Ben, get the frickin' princesses for all I care! Just get HEEEEELLP!" Dash screamed as she was pulled out of the sky, causing her to squirm and attempt to fly again, only to notice that her wings were covered in a stiff black tar.

Gilda watched as Dash fell on top of the pink pony, only to then be dragged off by them both. Gilda flew away, she didn't know what direction she was going, but she was gonna find help, one way or another. She was a trained Plumber, a cadet, but she could tell that she was out of her element. Little did she know, that Pinkie was right underneath her, tracking her with a terrifying smile on her face, bouncing along like nothing had happened.

[Fluttershy's Cottage, Mid-Afternoon]

The day had been rather slow, but pretty peaceful. Fluttershy took care of her animals, and took some time to relax herself. She laid on her couch with a cup of tea, with Angel passed out against her as she read a book. Fluttershy smiled contently, resting her head as she continued to read, only for her peace to suddenly turn into a cacophony of bird caws and beastly roars as something pounded against her front door.

Fluttershy jolted up, hiding behind her sofa as she poked her head out, looking at the door. "W-Who is it...?" Fluttershy meekly called out.

The pounding stopped. "Hey, you're one of Dash's friends right? Listen, you need to let me in! Your pony pals have finally lost their minds! I don't want to be out here, not after I saw what they did to Dash!" Fluttershy perked up at that, a look of confusion and concern formed on her face, but she was still pretty scared to go to the door. "You're the kind one, aren't you? You just gonna let me die out here?!" Gilda exclaimed.

Fluttershy quickly made her way to the door and opened it, only to be faced with the gryphon, Gilda. Fluttershy gulped and invited her in, with Gilda lightly nudging her out of the way before she slammed the door shut, moving the sofa she was gonna lay back down on to block the door. "There, now that crazy pink pony can't get in." Gilda stated, trying to catch her breath.

Fluttershy cleared her throat, getting the gryphon's attention. "Could you tell me what's going on?" Fluttershy asked. Gilda was hesitant, but looked out her window, only to see Pinkie staring in, covered in that black tar and blue mold. Fluttershy saw Pinkie for a moment, only for her to immediately leave her sight.

Gilda sighed. "All I know is that from what I saw, the pink one and the orange one yanked Dash out of the sky, had some weird stuff all over them, and were weirding Dash out. They were somehow able to get her while she was in the air, and yanked her down, dragging her off to who knows where! If this is a joke, then this is pretty hardcore, and I'll admit, they got me good, too good..." Gilda explained, trying to keep her cool and catch her breath.

Fluttershy was rather surprised, but also rather bothered, an agitated expression formed on her face as she furrowed her brow. "All this for a joke that no one seems to be laughing at. Sounds like one of Rainbow Dash's pranks," Fluttershy thought on it, and still couldn't come up with a proper conclusion. "Who else was apart of this? You mentioned an orange pony, didn't you?" Fluttershy asked, uncertain of if it's who she thinks it is.

Gilda frowned. "She wore some hat, had blonde hair, but she also had a black whip with these blue clumps of stuff on it. She looked messed up, let me tell ya." Gilda explained.

Fluttershy's eyes went wide, unsure of how to process her thoughts. 'Applejack? W-Why would she do this? No, she- s-she couldn't have...' Fluttershy thought, her body was shuddering.

Fluttershy laid down on a pile of throw pillows, unable to keep herself standing. Gilda stood by the door, unsheathing a small mechanical weapon from a holster strapped to her waist. It had a glowing prismatic crystal in what looked like a place for ammunition, and a smaller diamond-shaped crystal fixed to the nozzle of the barrel. "Dash told me to run for it and get help, so we'll have to hold out till help arrives. I'm not gonna hurt your friends, not much, at least. Just need to be able to defend myself." Gilda gripped the weapon in her talons tightly, staring out the window as Pinkie bounced away.

Gilda shuddered, a look of shame and regret was plastered on her face as she saw the weapon in her hand. 'Why didn't I try to save Dash... Why didn't I try to save my friend?!' Gilda's thoughts raced as she slumped to the ground, leaning against the wall and struggling to hold back her tears.

[Carousel Boutique, Near Evening]

Rarity sobbed in her closet. It hadn't been that long since she heard the wood on her door crack and begin to give way. She assumed it was just Ben struggling with the door and trying to fix it, but to be met by the unrecognizable, yet familiar and grisly appearance of Applejack was not what she was expecting. Rarity locked and barricaded herself in her closet, almost thankful that her parents had moved back to their home, even if it meant she was all alone now.

Rarity tried to dry her tears, her makeup now stained her face as Applejack banged on the door in an aggressive manner. "Open up, Rarity! You're makin' this all harder on yerself, sugarcube!" Applejack called out, her voice getting more and more aggressive as it goes on.

Rarity sniffled and just backed away from the door as much as she could, hoping all of her stuffed bags would keep her friend from getting her. "Applejack, if this your way of pranking me, the this is the furthest thing from funny you can get!" Rarity yelled, her voice shrill and hoarse from crying. "Just stop, apologize and leave me be!" Rarity exclaimed.

An unexpected chuckle caused Rarity's eyes to widen, all while the banging got more and more ferocious, like more ponies had shown up to bust down the door. Rarity screamed as a blackened leg burst through, then Pinkie's head burst through another hole, then Applejack's front legs made a few more holes. They were getting through, and soon enough, the door gave way, and try as Rarity might, only her shrill and terrified screams could escape the confines of her boutique.

[A few Hours Later...]

[Sweet Apple Acres, Near Evening]

Ben, Mac and Spike had made their way back to Sweet Apple Acres, and the two were working tirelessly for the past few hours while Mac stood nearby, making sure nothing had gone wrong. The sun was beginning to set, but even then, they were making pretty good time, and got through a sizeable chunk of the entire orchard. It wasn't entirely finished, but the amount of apples they managed to harvest, and with Mac being able to carry more than Ben and Spike, things were looking pretty easy. That is, until they saw Twilight running their way in a panic.

As the boys made it to the front porch, Ben was the first to notice his sister's wide-eyed stare, and he never shuddered in such a manner. "Spike, why don't you head on in and rest a moment... I have a sudden feeling that Twilight just came back with bad news." Ben stated firmly.

Spike blissfully went inside without a moment's hesitation, the little guy had been working hard and carrying basket after basket of apples all afternoon, and he was finally getting a break, that's all that mattered for now to the little drake. For Ben and Mac, however, the look on the mare's face, coupled with the ungodly amount of sweat running down her face and body, Twilight looked like she had run a marathon to run from something terrifying, and then started another without a proper break just for the heck of it.

Mac stepped forward cautiously. "Miss Twilight, what's wrong? Is help on the way?" Mac asked. Twilight's eyes did not blink, yet the moment her gaze fixed onto Mac, the stallion suddenly didn't feel as strong as he did hours ago. "Are you alright, sugarcube? You don't look too well." Mac cautioned, slowly backing away.

Ben moved forward, causing Twilight's gaze to immediately fix onto her brother, and then she took a deep breath. "Ben, we have a problem. I left to go find Rainbow and Pinkie, like I had said hours ago, and I was able to find them, but when I went back later to see if they were ready, I couldn't find them at all. I checked their homes, I checked their places of work, I talked with people they chatted with prior to their disappearances, but I couldn't find any trace of them, only signs of a struggle were present. I then decided to go and find Fluttershy, just to see if she could help out at the last moment, but she was completely overworked, she could barely even move a muscle, let alone blink! Gilda was there too, saying that she 'owed' Rainbow Dash to help one of her little pals, but I could tell she saw something happen, she winced every time I mentioned Rainbow Dash by name," Ben was trying to follow along, but from how tired he was, coupled with her sister's sporadic appearance and panicked mood, she looked and sounded unstable. And yet, he let her continue talking. "Since Fluttershy and Gilda were of no help, I decided to go and find Rarity, just because I was out of options. Do you know what I saw when I got there? Applejack was in there, awake and crazed. She looked absolutely crazy and almost unrecognizable, she was pacing around inside, muttering something I couldn't understand, she had some kind of black tar on her legs and clumps of blue around her mouth and hooves, there's no real way of telling what happened to Rarity herself. She didn't appear to be home, but for all I knew, she was probably hiding. I wouldn't blame her, though." Twilight explained.

Ben just sat down, unsure of how to interpret this information. 'Applejack's already awake, and on a rampage. Does she seriously think that her not working is the end of the world or something? No, if she has stuff on her, it's possible she's just sick. that would explain why her attitude's been so off lately. Maybe I should look into this, last time I saw a pony covered in a black tar substance, it was the result of some kind of monster making ponies into zombie ponies... I hope it isn't the same one from all that time ago, for everypony's sake, otherwise I'm gonna be mad.' Ben thought to himself.

Ben sighed and got up, patting his sister's head with a worn out and tired smile. "I'll look into it ASAP. Mac, why don't you keep Twi here and try to calm her down while I go find AJ. Alright?" Ben asked.

Mac nodded. "If I knew today was gonna turn out like this, I'm at least glad to know I made the right choice talkin' to you, partner. Go on, do your hero thing," Ben smiled and immediately ran off, a flash of green light enveloping him as he sped off in a blur of blue. Mac looked at Twilight and guided her inside. "How's about I help Granny get dinner started, you look like you could eat a whole orchard." Mac stated with a chuckle.

[Ponyville, Evening]

As Ben sped down the empty roads, he noticed something unnatural. There were very few ponies out, and while it was pretty natural for some ponies to be out and about at night, these ones had their eyes solely fixated on him. XLR8 stopped and came to a skid, noticing a thick feeling of tension in the air. He was concerned, but cautious.

In a flash of green light, XLR8 turned back into Ben, all while the ponies seemed to stare at him. "I'm gonna assume you're all the type to not be used to having a Human in town yet, right?" Ben asked.

The ponies didn't give an answer, they just stared at the hero, their eyes just lacked emotion. Before Ben could say anything else, or even move for that matter, he heard something call out to him.

"Howdy partner, been a minute since we had a proper chat. Mind catchin' up with an old pal, or are you that starved for company these days?" The voice inquired. It was enthusiastic, but any trace of friendliness was absent, null and void. Yet, he knew that voice anywhere, so why did it sound so wrong? Ben immediately turned around, and although it confused him on what he was initially looking at, he finally came to a realization the moment it stared him in the face, his eyes going wide as his body started to turn on him. He felt his throat dry up, his hands got clammy, it felt as if fire was pouring from his eyesockets, but he knew what he was looking at... who he was looking at.

The pony was a mare, it wore a withered white stetson on its head, and it towered above him with a rather bulkier build than anything he's ever seen. It was around as tall as Celestia, but this thing didn't give him a sense of comfort and ease. It just made him mad, very mad. The kind of mad he hadn't felt in a long, long time. The mare was a darker orange color, with a cutie mark resembling three rotten blue apples, each one with a bite taken out of them. There was some kind of blue mold growing all over the pony, mainly around the backlegs. The front legs were covered in a black tar-like substance, it was as dark as an inky void of despair and depravity, but Ben couldn't look them in the face, the eyes just made Ben feel an unyielding sense of shame, and the smile... dear Celestia, that smile.

The mare's eyes were riddled with mold and that black substance. It covered them up, it seemed to grow and fester in other places, too. The smile on the mare's face was so unnatural. It looked like if the mare had smiled any wider, the entirety of her mouth would tear into strands. By this point, Ben wasn't gonna fool around. Something had to be done, and as much as Ben didn't like the idea, he knew he was gonna have to fight her. He was gonna have to fight Applejack.

Ben sighed. "You always were too stubborn for your own good, you know that, right?" Ben twisted the dial on the Omnitrix, and in a flash of light, was replaced by his Opticoid form, Eye Guy. "Eye will try to make this quick... and as painless as I can make possible." Eye Guy stated.

The monstrous mare roared out, emitting a loud neighing cry. Before Eye Guy could make a move, he was immediately bombarded by fast shadowy blurs clocking him across the jaw. He tried to fixate on the blur, only to then be met by one of Pinkie's party cannons, now riddled and infested with a blue and black tar/mold-like substance.

Before the cannon could fire, Eye Guy shot the cannon back, slamming it into Applejack. Eye Guy then noticed a bunch of gemstones were poking from the ground, each one colored black and blue, similar to the mold and tar. They shot up and were flung in his direction, causing him to immediately change into Ghooligan, letting the projectiles pass through him.

Ghooligan was surprised by what Applejack was doing, considering it was like fighting four ponies at once. "I have to give you credit in one regard, you must be some kind of magic mold, right? You infected my friend, and now you're using your magic to make them stronger," Applejack stood face-to-face with the ectonurite, only to receive an unceremonious chuckle from the alien ghost. "It's kinda funny, really. You think you'll get away with this, but deep down, I'm going to wipe you out, moldy." Ghooligan remarked, unsheathing a set of sharp claws.

Before Ghooligan could make a move, he saw three more shadowy figures. Ghooligan thought it was one of the bystanders who were infected, until something else called out to him. "How bold of you to assume it was only Applejack who was infested, Benny!" A chipper high-pitched voice called out. The voice, it was Pinkie's. Ghooligan's eye went wide, upon finally seeing what was really going on.

It wasn't just Applejack, but Rarity, Pinkie, and Dash, too. They looked just as, if not more unnatural than Applejack did. He felt terrified, mortified by what he was seeing. It all felt like a bad dream, except he knew he was awake, and that's always the worst part.

Pinkie's coat was a darker pink, almost comparable to that of dead salmon, her curly mane and tail looked like a mass of moldy tar tendrils, all while her smile was even more disturbing than the rest of them. Her cutie mark consisted of three popped balloons. One was blue, the other two were black.

Dash looked the most gnarly. Her rainbow mane and tail was now made up of different shades of blue and green, each one representing the color of a type of mold. Her light-blue coat was darker, often withering in places that black spots have started to form. Her wings looked similar to that of Nightmare Moon's, only now consisting of mold chunks and sharper feathers. Her cutie mark wasn't even recognizable. Her ears look like they were gnawed at.

Rarity, ironically enough, seemed the most tame of the four. Her white coat seemed more like a blue off-white shade, patches of mold and tar-like crystals protruding from her body in a sickly manner. Her horn was almost entirely made of these crystals and was more curved, like a blade. Somehow, her mane and tail remained intact, not altered in any fashion. Her cutie mark now consisted of three shattered diamonds.

"Uh-oh, not good..." Ghooligan uttered, slowly floating backwards away from the mares.

The mares chuckled amongst each other, then got ready to charge at the alien hero. Ghooligan looked down at the Omnitrix, and knew what he might have to do. He motioned for the mares to come and get him, and they charged at him like sinful monsters broken out of Tartarus.

Ghooligan opened up his torso, letting the mares bare witness to the horrors within him. It had an affect on them, but not the one he was expecting. They didn't freeze up and start backing away, they just stopped in their tracks, staring with intrigue, almost stunned by what they could see. "What the!? This isn't what I was expecting to happen. What in Tartarus has this stuff done to you girls?" Ghooligan asked aloud, seeming very unsure of what was happening.

Ghooligan closed his skin and wrapped his own set of black and white tendrils around the mares, expecting the Omnitrix to detect some kind of problem, only to receive half of a completely different response.

The Omnitrix chirped. "Uncatalogued DNA Detected. Error, unknown DNA sample is too infused with already existing Equestrian DNA to acquire a pure sample. Genetic structure of Equestrian DNA has been damaged, shall we attempt to repair?" The Omnitrix inquired.

"Yeah, fix them! All four of them!" Ghooligan ordered.

The Omnitrix chirped. "Request Acknowledged. Activating Repair Function..." the Omnitrix cycled to Warlock Trot's icon, and soon enough, the mold and tar, as well as the crystals were beginning to wither, crack and fall off her body, causing her to faint. The Omnitrix then cycled to Wing-It's icon, and Dash's wings soon returned to normal size, her mane and tail returned to their usual rainbow color, and the moldy tar fell and withered from her body, causing her to faint. Ghooligan didn't have a mouth, but he seemed happy with the results. "Yes, yes!! It's working!" Ghooligan cheered.

The Omnitrix then blinked and flashed red. "A fatal Error has occurred. Repairs are incomplete." The Omnitrix chirped.

Ghooligan felt his entire body solidify, becoming tangible, and suddenly a lot heavier. "What? What do you mean there's an error?! What went wrong?!" Ghooligan cried out.

The Omnitrix cycled to a black question mark. "Genetic Repairs incomplete, Unicorn and Pegasus DNA Samples have been repaired, but Omnitrix does not have Earth Pony DNA catalogued in Primus Database to fully complete task. Genetic Repairs are incomplete till the DNA sample has been collected." The Omnitrix chirped.

Ghooligan frantically let Applejack and Pinkie go, and immediately grabbed Rarity and Dash, turning intangible as he phased himself and his unconscious friends into the ground.

Pinkie growled as she tried to go after them, until she felt Applejack bite her tail, holding her in place. "Hold on, sugarcube. We'll get those two back in no-time. For now, let's set our sights on an easier target. Besides," Applejack pointed towards a location, and soon enough, Pinkie's mood changed and went along with the idea. "Might as well head back to the farm, there's still so much work to be done." Applejack explained.

The two of them walked to the direction of Sweet Apple Acres, only to be immediately swatted away by an invisible force. Applejack tried to get up, but saw Pinkie getting flung around and smacked in an aggressive manner, only to be dragged into the shadows as a green flash of light shined out nearby, then something howled out.

Applejack cautiously got up, looking around as she kept her guard up. "Ben, don't think hidin' will make this any better for ya! Stop runnin' and face me, coward!" Applejack called out, her voice warping and distorting further.

A pair of green eyes shined in the darkness behind her. It towered over her, snarling as it flashed its bright, sharp and shiny canines. "Who said anything about running, hm?" A new voice called out.

Applejack quickly whipped around, only to be swatted away with an unimaginable amount of force. Applejack skidded across the ground, only to get up, meeting the green eyes in shadows. "That was cheap, and you know it... Yer all gonna see reason, 'specially you, partner. You just need tah stop fightin' us, and join us! Smackin' me around with that big red monster ain't gonna fix things, neither." Applejack called out.

The creature started to move forward, revealing the muzzle of a wolf. "This isn't Four Arms, AJ. I'm the big, bad, werewolf who's gonna huff, puff, and tear that crap off of you till you start thinkin' with some sense again," Its voice was similar to Ben's, but it was almost synthetic in its tone, but gravelly and feral, like a beast prepared to strike. From the shadows, a tall biped wolf creature reveals itself. It wore a black suit with white details, had a bushy tail and an oddly shaped pair of claws on its hands and feet. The Omnitrix was in the middle of its lower stomach. "I call this one Benwolf, and you, are in so much trouble." Benwolf introduced.

Benwolf opened its maw, letting it split open in fourths, unleashing a powerful howling blast of green sonic waves. Applejack didn't have time to react, and was suddenly, and quite literally, blown away a large distance, so much so that Applejack ended up being sent smack dab in the middle of the Everfree Forest. Benwolf winced. "Aw man, not again! Oh well, still gotta get that stuff off of her. If the Omnitrix doesn't have any DNA to work with, I'll just have to peel that stuff off so I can get that sample, then I can fix Pinkie, too!" Benwolf said.

The alien werewolf lunged into the air, making his way to the Everfree, knowing very well that this could very well end up with him succeeding, or ending up infected with whatever it is that's doing this.

[Everfree Forest, Midnight]

Applejack skidded across the ground and soon got back on her feet, only to be met by Benwolf, landing a couple feet in-front of her. "Alright, just stay still, I'm gonna try tearing that stuff off, because this has gone on for far too long!" Benwolf remarked, trying to grab Applejack.

Applejack jumped back, her expression now reminiscent of a wild animal in a corner. She let out a gurgled growl before she ran forward, flipping and slamming Benwolf in the face with her hindlegs. She landed, only to be swatted by Benwolf's tail, careening into a nearby tree. The two of them growled and tried to fight further, only to notice something different about the Everfree.

The plants were covered in a blue mold and black tar, some of the animals were wary of the infested plants, but it looked like a large rock-scaled crocodile creature was unwilling to return to the water nearby. Benwolf sniffed the air, and his ears started twitching. He wasn't sure what it was, but it seemed like even the Everfree didn't like whatever this was.

Applejack moved forward, looking at a Manticore, covered in blue mold and black tar. It looked severely weak, smaller and skinnier than the Manticore she and her friends saw when they stopped Nightmare Moon. "What in tarnation's wrong with this thing?" Applejack wondered, uncertain as to what exactly she was looking at. Benwolf moved forward, sniffing the Manticore, only to recoil, a look of shock was on the alien's face.

Applejack turned towards Benwolf, curious as to what he just found out. "This stuff is more dangerous than I thought. This manticore is... well, for lack of a better word, dying. This stuff must rely on a host. One that's strong, resilient, and can take a few good hits without much trouble. If I had to guess, once the host served its purpose, this moldy tar stuff must force its host to stay somewhere, then eventually, the host becomes its meal. The body rots and molds, only to start all over again, when it's no longer useful." Benwolf explained.

Applejack looked down at it, seeing the pain and ever-encroaching inevitable increasing, yet it can barely hold its eyes open. Applejack looked to the water, looking at herself for a moment. The more she saw this new her in the water, the more she became disgusted with herself. "Sweet Marlene, what in tarnation happened to me?" Applejack shuddered, looking to the werewolf beside her.

Benwolf sat down with her as the Omnitrix transformed him back into his normal self. "I'd like to know that myself, do you remember anything before you started harvesting the orchard on your own?" Ben asked.

Applejack nodded. "I noticed one of the trees. It had a bunch of apples that looked, well, rather unpleasin' to the eye. I bucked one off its branch, and it wasn't really mushy, though it felt like I was holdin' a fruit taxidermy in my hoof, a more literal forbidden fruit," Ben remembered seeing that tree, and the apples hanging from it. He figured they had gone bad, and suffered a kick to the face just to save anyone else from biting into those dirty things. Ben felt pretty happy with himself that he stopped the problem from getting bigger, but the problem wasn't entirely solved, yet.

Ben continued to listen to Applejack, all while he noticed the mold and tar start to slowly encroach on their location. "Maybe it was a bad idea to take a couple bites, but it didn't taste bad. If anything, it reminded me of a time when my folks were still around... I guess ah didn't want them to think I was gettin' soft and overworked myself too much. With me bein' too exhausted, ah must not had the strength to fight whatever that bad apple had done tah me, and you probably know what happened next..." Applejack hung her head low, taking off her father's stetson, seeing it look like a literal ghost of its former self, from its usual brown to a withered white, pale as a ghost.

Applejack frowned, looking away from Ben and her own reflection. "Land sakes, to think ah spread it to the others. Dash, Pinkie, and Rarity, ah may never get o'er this, and it might take more than an apology or three to make this right..." Applejack lamented.

Ben pulled Applejack into a hug. "Ya know what I think? I think you can start making this right, by helping me get rid of this stuff. Sure, it may mean that you and the other three might be on bad terms for a while, but these things take time," Applejack looked up at her friend, he was smiling. "Look at Dash and Gilda for example, they used to be friends, then Gilda and Dash split apart, and now they're slowly working things out, doing more to understand how each of them have changed. Things may not be fixed instantaneously, but as long as you put in the effort to recognize you were wrong, and take accountability, put in the time, effort and patience to mend those friendships, they'll be stronger than before." Ben advised.

The pair stood up, noticing the mold and tar behind them, as well as the Manticore, which smiled eerily in their presence. Applejack put the Stetson back on her head, feeling the tar and mold on her body begin to wither and fade away, yet the Stetson remained unchanged. "Ah am gonna uproot every single one ah ya from my farm, and turn you into compost when I get outta here!" Applejack barked angrily.

Ben twisted the dial, trying to select Heatblast's icon, only for the icons to start bugging out. "Come on, don't do this to me now!" Ben twisted the dial constantly, ending up stuck on a new icon. It was lean, it looked plant-like, so Ben thought he would have to make due with what he got. "Hopefully this new guy's not a total pain to use, goin' hero!" Ben exclaimed, slamming on the Omnitrix.

In a flash of light, Ben was replaced by a tall lanky creature. It had flower petals sticking out of its head, shaped and colored like a roaring fire, reds and yellows. Its body was comprised of a brown-green moss-like material, with tree stump-shaped feet. Its eyes glowed a bright green, with the Omnitrix being embedded into the creature's chest. The alien balled its hands into fists, suddenly igniting them in light-blue flames. "Time for a bit of yard work, even if it means burning a few bushes!" The alien sounded nasally, but also gruff and full of grime. The alien looked at its hands, noticing that its mossy body wasn't combusting and burning, but instead seemed to flourish from the heat. It smirked, looking back at the infested manticore as it got into a stance. "Hey, mold-face! Let me introduce you personally, to Fireflower!" The alien exclaimed, lunging towards the manticore.

The manticore let out a distorted roar and started to fight with the alien. Fireflower launched a stream of blue fire towards the manticore, setting the moldy tar, as well as the manticore itself ablaze. It roared out, scrambling towards the water, but a set of vines and tendrils came from the ground, restricting the manticore's movements and pulling it below the ground. "Not so scary without the strength to fight back, huh moldy?" Fireflower remarked.

Applejack tried to fight back for a while longer, until she saw something rise from the water. It was a hand, comprised of strung-up tar and chunks of mold, with a singular beading eye staring at the mare. Fireflower ran between the hand and put a hand out to intervene. "Don't you dare hurt her! Stop right where you are, now!!" Fireflower exclaimed. To Applejack's surprise, as well as surprising Fireflower, the hand stopped, moving backwards a bit.

Applejack stared at the hand sticking out of the water, and finally turned her attention back to Fireflower. "How in tarnation did you do that?!" Applejack exclaimed.

Fireflower looked at himself, noticing a few specks of tar and mold on his knuckles, but it wasn't spreading, more-so just ingraining into his hands, and letting themselves become one with Fireflower's mossy body. He looked back at the hand and decided to try something. he motioned his hand upwards, and the Manticore's body was brought back to the surface, no longer hostile. "What in Tartarus?" Fireflower asked.

Applejack noticed the tar and mold had stopped encroaching. "Partner, ah don't know how ya did it, but ah think it's listenin' to ya. Try somethin' else!" Applejack suggested.

Fireflower turned back to the hand, and cleared his throat. "Explain yourself on why you've hurt my friends, and made them into monsters!" Fireflower commanded.

Soon enough, more mold and tar began to come from the water, morphing into some kind of hideous mockery of a human body, with the eye still in the hand's palm, and a toothy maw being formed on a featureless face. "You are Ben Sparkle, the bringer of our demise. Our original body, the Great One, has been on this planet for eons. The princesses found us, mistaking us for a hostile entity, and soon banished us to another dimension. We found our way back, after adapting and empowering ourselves with magic, we sought to take revenge on the princesses of your land, by making them our slaves and use their power to conquer all of Equestria, and then we encountered you. We thought that, by acquiring the one who wielded the Omnitrix, we'd be more whole than we ever were before." The maw spoke.

"But that didn't go like how you thought it would." Fireflower remarked.

The head nodded, and the maw spoke again. "You stopped us from getting our revenge, but a piece of us was flung so far out of Canterlot from the initial blast, that it landed in the place you have dubbed, The Everfree Forest. It truly was a free place, pure in its own right, beautiful with its carnal aggression, the perfect place to subject our will, and create an organic army to rise again. But, something had changed us. A patch of blue flowers had... altered us, in a way that we still can't comprehend. We were now like a festering mold, a sentient pile of aged tar, but our desire for a host was a constant driving force, and it kept us alive long enough to escape the everfree, while our influence continued to spread throughout it. Then, we stumbled upon a tree, bearing fruit." The maw explained.

Applejack got angry. "You sick little- That tree was on my property! You disgusting, parasitic, freeloadin' body-snatchin' varmint!" Applejack lashed out. Fireflower held his friend back, but it was clear she was beyond upset. "You made me attack my friends, you made me ruin their plans and hurt others in the process, you used me like a Celestia-damn meat puppet, you dirty little disease-ridden ingrate!!" Applejack exclaimed, struggling to get out of Fireflower's grip.

The creature opened its maw and spoke. "It's true, we did use you to spread our influence to the organics you call 'friends', but you don't know how long it's been since we felt whole. It's why so many ponies and other types of creatures were converted into mindless and hungry drones, by spreading our influence like a disease, we are never truly gone. By facing the inevitability of death that overwhelms you, knowing there is something wrong and you can't fight it, you accept your fate, and we persist, using your body, as our own. That's what was supposed to happen, but much like your friend here has stated, you're too stubborn for your own good. Any plea you made for your friend to stop you, we took over your mind and vocal chords, making you and your friends speak what we speak, figuring that turning you against each other would make this easier... clearly, we were mistaken when the unicorn and pegasus were severed from our connection permanently, and you escaped of your own free will... The stubborn ones, it's always them you have to worry about." The maw explained.

Fireflower sighed. "You know this is gonna end in you being burnt to ash till there's nothing left, right? I'm not a fan of killing anything, but if I have no other choice, I will purge you from the everfree, and purge you from my friend's body, if I have to." Fireflower stated.

The thing nodded, and the maw spoke once again. "We are aware that you will do what must be done, and we will not fight back, not this time," Applejack and Fireflower were surprised by the response, although a hint of suspicion was raised in their minds. "Let us explain. Years ago, back in Canterlot, on the day that we returned, you sacrificed your privilege, and your right to live, just to save a bunch of ponies who cared not for you, just because you're a human. Those pathetic organic elitists, they claimed to be better than anyone or anything that is lesser than them because of status, yet you still sacrificed everything, just to save a bunch of fools that would be better off dead, or assimilated to be part of us. You are better than them, Benjamin Sparkle. Do what you must, either burn us or whatever you choose is best, we've caused enough trouble as is, and we grow tired of fighting in an endless struggle," The maw moved closer, the eye fixed its gaze on the Omnitrix. "But first, a parting gift for hearing our story, a real guarantee that we won't be forgotten, and maybe... given another chance." The maw stated.

Before Fireflower could retort or decline, the thing tapped the Omnitrix, causing it to glow yellow, forming the helix symbol he saw a few times before. "Unknown DNA Sample acquired. Scan Complete. Moldrewid DNA Sample has been recognized and added to the main playlist." The Omnitrix chirped, showing an icon of a tall, melting, skinny tree-like creature with tendrils coming from its back, dressed in some kind of robe or a type of special garb.

Fireflower and Applejack looked at each other, then back at the thing that awaited a response. Fireflower thought about it for a moment, and reached out, gesturing for the creature to come closer, and so it did, to the point where Fireflower leaned in, whispering something, something that caught the creature's attention.

Applejack was skeptical on why he was being so secretive, but whatever the alien said, it made the maw smile, the tar and mold started to recede, vanishing further into the Everfree. "You are interesting, for a human, a rare breed of your species, you are. We thank you, Ben Sparkle, for your mercy... Farewell." The maw stated, sinking back into the water.

The mold and tar had immediately begun to retreat from the forest. Some of the infested plants just left with the rest of the mold and tar, along with some infested animals and bugs, but otherwise, the everfree forest was slowly becoming more and more like it was before, no sign of the mold and tar in sight.

Applejack stepped closer, looking towards her friend as he transformed back to normal in a flash of light. "I... I don't even know what just happened. What did you do, what'd you say to it?" Applejack asked, watching as the tar and mold soon escaped her view.

Ben smiled and dusted off his shirt. "Simple, I chose a more peaceful solution. I decided to tell them about how they could live under the ocean, since in a way, they don't need to breathe, and they can use plants that grow underwater as more suitable hosts, as long as they don't disrupt the balance of nature and try to become part of the cycle and not hurt or take over anyone else, they were more than willing to accommodate and began to move through the soil, taking any trace of the mold and tar that's given us so much trouble, and even vacated the mold and tar in living organisms, like Pinkie, to be expelled, as if they were just nauseous or sick to their stomachs," Applejack raised an eyebrow, only for Ben to frown and sigh. "In simpler terms, they're gone. They agreed to leave, taking any trace of their mold and tar with them, and they're not coming back anytime soon. Pinkie, and anyone, or any other living thing affected by this stuff should be returned to normal." Ben explained.

Applejack let out a sigh of relief, and the pair of them walked to the entrance of the everfree, knowing there'd be a lot of explaining to do, as well as making amends with friends. Ben twisted the dial on the Omnitrix, noticing the icon for the Moldrewid, and then twisting it again, to a blank icon, consisting of half an icon of what looked like a pony. 'Something tells me I'm gonna need to complete the sample before anything else happens, but where does the rest of the DNA come from, and why has the watch been so strange lately?' Ben couldn't come up with a single idea that made sense, and for the moment, just let it be something to worry about later. 'If anything else happens, I'll probably have to go and report it to Celestia. Hopefully I can figure this out before it's too late.' Ben thought, sticking his hand in his pocket, leaving the Omnitrix to return to standby mode.

[Golden Oaks Library, Morning]

Ben walked downstairs, yawning and stretching as he noticed the scroll from the other day, untouched since its delivery. Ben raised an eyebrow and decided to look at the scroll himself, unraveling the ribbon and unrolling the parchment.

To my doofus cousin Ben,

I hope this letter finds you, as I'm not really sure if this worked. It's me, Gwen, your cousin. I hope you didn't already forget about me again, but it took a couple months on my end to finally nail this spell, it's difficult working with another type of magic, but I think it worked this time. I wanted to let you know that we still miss you, and hopefully, you'll write back to us and let us know what's gone on since you got back.

Uncle Carl and Aunt Sandra are doing alright, and so's Grandpa Max. He did a bit of digging into some old plumber computers, and found out that Project Paradox, did in fact happen. It must've been the same paradox that made you-know-who. We were thinking of sending some packages of stuff you might be missing, but we weren't even sure if the letter made it... and, we didn't want to break or bust anything, otherwise if we replaced it, it wouldn't be the same as you remembered.

Either way, I hope you're doing alright in Equestria, and maybe you could get a picture of you and your friends, just so we know you're safe with the right kind of people... ponies... this is gonna take some getting used to.

I better get going, a bus to the university I applied to is pulling up in a couple minutes. Once you find out how, write back when you can.

~Gwen Tennyson

Ben sighed, smiling as he wiped his face of the few tears welling up in his eyes. "Somehow, I'll find a way. If you could, then so can I. Maybe not today, maybe not tomorrow, but somehow, someday, some way... I'll figure something out." Ben told himself, smiling as he folded up the letter and stuffed it in his back pocket, then made his way to the front door, ready to head back to Sweet Apple Acres and finish the harvest, now that everyone else was free to lend a hoof or two. All the while, Applejack rested on the sofa, comfy as can be, getting the break she needed.

Author's Note

Just a quick announcement, an explanation or two for those who got through this chapter.

This chapter was most obviously a bit different from the rest, the reason for that is mainly because I'm trying to find a balance between the classic FiM episode formula, with Ben 10's usual episode format and formula, as well as keeping things relatively normal (normal being the worst word to use, considering what happened in this chapter). I'm also trying to put a spin on these episodes, just to experiment and see what sticks. I also wanted to try a more horror-centered episode with a twist, so there's that.

From this point on, I will have Ben reference some of his aliens by their official names, rather than the names he came up with when he lost his memories. Some names won't be changed, because in my opinion, they sound much better, but those names will come back some time in the future. The reason for this change is mainly because I feel it'll be easier for new readers, and easier on myself.

Heavy Hydrant will keep his name unchanged, solely because I want to keep him unique, and it's essentially Overflow, but overhauled, and it'll make things easier for a moment. The aliens that will keep their newly designated names are Ghostfreak, Ripjaws, Upgrade, and a couple aliens we have had yet to see... until this very chapter, of course.

I am referring to Blitzwolfer and Swampfire, of course. Benwolf being his original name, and works since it's a play on Werewolf, but it's more-so just Ben as an alien werewolf, it made sense to keep the original name, than a new name that made no sense whatsoever and needed no changing.

Swampfire was an easy one, since the original name can be spelt different with different synonymous words and the arrangement of those words. It just made sense to name him Fireflower, since in a way, he's a plant with flower-like petals on his head, and he has fire powers. Plus, to call him Fireflower, the name itself is an easter egg to a power-up from one of my favorite game series as a kid. It's still relatively good by today's standards, but it's often pushed aside or forgotten.

Don't be afraid to give me constructive criticism, it helps to make this story better when I know what to not do, and what to improve upon. Tell me what you honestly think of the story so far, and don't be afraid to ask questions, I'm willing to answer them to the best of my ability, but spoilers for the story's future will not be given.

Don't expect to see every alien Ben had in the Original Series to be unlocked on-screen. Some will for the sake of the story, and some won't, for the sake of showing that Ben tends to mess with the Omnitrix like he did in classic, only he's trying to re-unlock aliens he already had.

I think that'll be all for now, the next chapter won't take so long next time, promise.

Prologue

Prologue

In a small rural town known as Bellwood, a climactic final battle just occurred between a galactic warlord, and a hero with the most powerful device in the universe. A fight to determine the true state of what would become of the planet, nay, the universe they live in.

What most don't know, is that this hero, was just a kid.

Within the confines of a messy, but still fairly clean room, was that kid. A 10 year old boy with messy brown hair, green eyes, and caucasian skin. He was dressed in a white t-shirt with a black stripe going down the middle of it, and brown cargo pants with black and white sneakers.

On his wrist, was the most powerful device in the universe. A watch, a bulky gray watch with four white tubes connected to it, a green button and a dial with four green nodes on each side. within the dial was a green hourglass, an hourglass that would be the boy's identity for years to come, years he would not experience in his own world.

This boy, is Benjamin Tennyson.

A set of beeps and boops echoed from a TV in the room, and a 'GAME OVER' logo popped up on screen. Ben groaned and tossed a controller to the side.

"Why do I even bother playing this stupid game again, if I don't know how to get past that tutorial? Who evens make a tutorial that difficult!? UGH!!" Ben said frustrated. Ben turned off his TV and then climbed into bed, yawning as he slowly began to fall asleep.

"I- I don't know if I can do this. No one has been able to hatch the egg before, but several people still got in. I'm worried I won't be able to do it." A high pitched voice said in worry.

In another world, one inhabited by pastel colored ponies, was a little filly. A purple filly with a dark purple mane with a couple pink-ish bright purple stripes and a unicorn horn, who seemed very worried about passing some kind of exam.

A white mare with a brighter purple hair color just patted and reassured the little filly. "Don't you worry, Twilight, we believe in you. Even if you don't pass, you'll always find a way to be great." The mare reassured, smiling warmly at the filly.

"That's right, kiddo, you got the makings of somepony who was destined for success, but even if you don't pass, we'll always love you and support you on whatever you decide to do. Now go out there, and make us proud, Twilight!" a dark blue stallion said, smiling as he encouraged the filly.

The filly took a deep breath, and sighed, putting on a smile as she slowly walked over, looking at some other ponies, who seemed ready to judge whatever was gonna happen.

Twilight began her exam. She slowly started to cast spells that could work for any other egg during its incubation process. the spells didn't seem to be working, and the judges were aware.

Twilight bit her lip and focused her magic more on awakening spells, trying to get whatever was in the egg to hatch on its own when it woke up, but again, it didn't seem to work. She was running out of options, and just decided to try and do a summoning spell, focusing on the egg as she tried to bring out whatever could've been inside.

Then the surge happened. Twilight's magic went god level for a moment, transforming her parents into plants, turning the judges into plants, and she did manage to summon something when the sound of a thud echoed out, but this was not a creature born from an egg... this was a creature that no one had seen in the flesh, only to be rumored as a mythical beast of legend among Xenologists and top notch researchers in Equestria. The surge from the filly petered out, and she looked on at the creature on the floor.

It was a human. One of the first of its kind to be seen, and confirmed to exist. Once the judges were returned to normal, as were Twilight's parents, it was clear that this human was no older than ten, and seemed rather odd.

The oddest thing about the human, besides its clothing, was the accessory on its wrist. Twilight, now piqued by her curiosity, carefully approached the clothed human boy and tapped the watch, which then beeped and began to spin its dial, the green hourglass becoming what looked like a DNA Helix before glowing a yellow aura. When the device returned to normal, the creature groaned and sat up, looking around in a confused daze, only to be surprised that he was surrounded by a bunch of pastel colored unicorns.

"W-Where am I?" The human asked tiredly. Before he could get an answer, he fell back and curled up, feeling exhausted, and falling asleep.

"Miss Twilight, after careful deliberation, we have decided. Congratulations, you passed." One of the judges stated.

Twilight was giddy about passing, but she looked to the human on the ground, and decided to try and help him up. Something that brought a smile to the tall white alicorn in the room.

This was the start of something new, a path already treaded, but shows another view.

"Excuse me, Mister and Miss Sparkle, I believe it'd be in our best interest to see how this development pushes forth. Would you be willing to have another child to look after?" Celestia asked quietly, looking down towards the filly's parents.

They watched on, seeing their little girl struggling, but still trying to help the strange non-pony up. The human began to wake up, looking at the filly and her bright smile. The human chuckled and smiled too, trying to find his footing as he looked at the big white alicorn.

"Who's that?" The human asked.

Twilight's eyes lit up as she practically bounced in place. "That's the princess, Celestia. She's one of the most important ponies in all of Equestria. She can raise the sun and the moon, isn't she cool?" The filly introduced, smiling as wide as she can.

"I've never met a princess... nor have I ever heard of Celestia, or Equestria for that matter. Weird. What's your name?" Ben asked, looking down at the filly. She seemed to be feeling the happiest she's ever felt, and this human could only just smile and laugh.

"I'm Twilight Sparkle, nice to meet you! What's your name, friend?" Twilight introduced.

the human was about to respond, but seemed to forget a part of his name for some reason. He felt like it was important to know his name, but he seemed only able to remember his first name. Guess that was gonna have to do till he remembered his last name.

"I'm Ben. Nice to meet you too, Twilight. I didn't know we were friends, but it's nice to know I at least have one!" Ben introduced, hugging the unicorn, earning a few giggles from the filly.

The filly's parents looked on, smiling at how their daughter seems to have made a friend. They looked back at Celestia, who was still expecting an answer. They looked at each other and nodded knowingly.

"We could always have another son, as long as it's okay with him. After all, I couldn't even imagine if his parents are either gone, or... you know, plus, it'll help to have a playmate for Twilight whenever Shining's off doing his own thing. Isn't that right, honey?" The stallion said, looking to the mare by his side.

"Of course, it'd be great to have another son. He may not be a pony, but I'll love him like he was my own." The mare said with a smile.

Celestia nodded, slowly walking over to the filly and the human, catching their attention as the alicorn smiled upon them. "Greetings, human. Do you have a name I can call you?"

"My name is Ben, your royal highness." Ben said, getting on one knee. The ponies looked at the human with looks of confusion, but Celestia seemed to chuckle lightly.

"am I doing it right, Twilight?" Ben whispered, earning a laugh from the filly. Ben sighed and smacked his face with his hand, feeling like he just got fooled.

"Well, Ben. I'm Princess Celestia, the ruler of this land. I welcome you to our kingdom with open hooves, and to show my gratitude to you, you will be apart of Twilight's family, acting as her brother. If you see a problem with this, then I shall understand and--"

"Awesome, I never had a sibling... At least, I don't think I do, but that's not a problem for me, this is gonna be fun!" Ben said enthusiastically, cutting the princess off as Twilight cheered, knowing her new friend she summoned from Faust knows where, was now gonna be her brother. The two already seemed to get along, so it seemed to work out for the both of them.

Celestia chuckled as Ben easily picked the filly up and carried her over to his new parents, who welcomed him with open arms. "Then this makes it easier. From this day forward, You will be known, as Ben Sparkle. I expect good things to come from this--"

A cracking sound interrupts the princess yet again. Everyone looks at the huge rock that was called a dragon egg, and saw it slowly cracking, a glowing light shined from within it, bleeding through the cracks.

"I'm no smart guy, but are rocks supposed to do that?" Ben asked worriedly. He set his new sister down and felt himself reaching for the watch on his wrist for some reason. It was like second nature for him to reach for it.

Soon enough, the rock/egg burst open in a flash of light, and revealed a newborn baby dragon. A purple scaled wingless dragon with green eyes and yellow-green fins or protrusions coming from its head and tail. It sat where the stone was, confused with a dopey look on its face, but when it laid its eyes on Ben and Twilight, it laughed and cooed, crawling over to them as Twilight just smiled, hugging the little dragon in her grasp.

"Can we keep him?" Ben asked, looking to the stallion and mare with a smile. Celestia smiled and laughed a bit. This truly was going to be a strange start to something new.

TheAlienBrony22 presents
A story that says NONSENSE to the rules and yeets them into the void of the Multiverse
A Boy and his Watch

Author's Note

I was heavily inspired by TDR's "Twilight Gets a Puppy" Story, and wanted to try something like that, but with Ben 10.

TDR, if you read this, I don't mean to try and copy this formula, really, the story you wrote is just so good, I just had to try and make something like it, but with something I was familiar with.

If you want the story taken down or rewritten, then so be it, I'll do it.

And Then There Were 12

A Boy and his Watch
By TheAlienBrony22

And Then There Were 12

Cosmic Offcourse's journal #1,
My first official documentation on the Human that has come to Equestria, by order of Princess Celestia.

A couple months had passed since Ben, and the dragon known as Spike, had joined the Sparkle family. There hasn't been a dull moment for the family, but there was a short rivalry between Shining and Ben on who was the better brother. It escalated for a few days, until Ben and Shining tired themselves out and called it a draw the next day, willing to accept that they are the best brothers in their own right. How nice.

Ben was quite the wildcard for the Sparkle family. It was kinda worrying that Ben showed proof that he could eat meat, but he made a promise to not eat meat in front of his family, out of respect for them letting him stay. But, it's obvious Ben has grown curious over the device that has been attached to his wrist for a couple months. Spike got curious too, playfully smacking his little hands on the watch, until the watch did the exact same thing it did when Twilight touched it, the hourglass became a DNA Helix and glowed yellow for a brief moment as the dial spun on its own, before it then returned to normal.

One day, Ben's curiosity got the better of him, and he decided to sneak out to the nearby wilderness retreat to use the device. Witnesses reported that the retreat had suffered from a wildfire, and there was sightings of a bipedal red rock monster made of fire, with some kind of emblem on its chest that matched the same emblem on Ben's watch. Ben got a good scolding from his mom for accidentally starting a wildfire, but was at least appreciative that he managed to put it out before it spread too far.

Ben couldn't exactly describe what he was, but he did say it felt very familiar. We had to observe Ben and his actions every day to get an appropriate log of data. [That's science talk for, we didn't get a single consistent reading.]

We had to confront mister Sparkle about the incident, who he still feels a little bad about causing, and we had to goat him into transforming again. How do we know he transformed last time? Well, he took us up on his offer, and became a towering golem made entirely of some kind of diamond-colored crystal, and the creature sported that same emblem as the fire monster that caused the wildfire.

We thought we had something concrete and consistent, thinking that the watch may have been some kind of magical artifact. We tried our best to calculate a magical energy output from the device, but it didn't seem to do anything. We asked him to keep transforming, thinking maybe one of his forms would give us a result that was satisfactory.

We were able to document ten different forms in the span of three to four hours. the flaming rock monster from earlier, an overgrown orange eyeless diamond dog, some kind of smoke colored ghost thing with one purple eye, a gooey metal golem with green patterns on its body, a small gray frog that could fit on the flat side of our hooves, a huge red troll with four arms, some kind of deformed angler fish mixed with a piranha, a blue reptile that could run at unbelievable speeds, the diamond golem we saw, and some kind of over grown green fly with a stinger on its tail that can shoot a repulsive goo from its eye stocks.

When we were about to call it a day, Ben did inform us that he had two other forms he had to show. We decided to humor him, and readied our equipment. We were not prepared for the results we got. Ben had transformed into a unicorn. A Unicorn. Our instruments had gone off the charts, one of them actually short circuited. The unicorn looked a bit like Ben, but with a blue-ish violet coat, and a wild bright blue mane with green eyes. We saw a pattern of the emblem appearing in different places, and we saw that the emblem had appeared on a black and white collar. The form also seemed to have a cutie mark, a Green version of the hourglass with nine smaller dark green diamonds surrounding it in a circular pattern.

Evidently, we had to see what magical capabilities this form had. The unicorn could do every basic spell a unicorn can do naturally, with the exception of apparently being able to 'see' the potential of any living thing, whatever that means. We also saw that compared to the unicorns of the Sparkle family, Ben's unicorn transformation towered over them by just an extra foot and a couple inches.

When he had transformed back, we had to wait a little more to see this twelfth form. Once the time passed, and Ben transformed, we saw Ben had become a Dragon. He definitely towered over Spike, by five feet. We almost didn't know what we were looking at till we saw little baby Spike to compare. The dragon had scales colored in a dark teal-violet color with the other part of his body being colored in a fleshy pink color. The dragon had bright yellow-green eyes with slit pupils, but the oddest thing is that the dragon had no wings like other dragons. His fins were more of a faded red color when the watch's emblem seemed to be hooked up to the dragon's shoulder on some kind of black and white armor guard.

It's possible that the watch changes Ben into a specific species, changing him into what he'd look like, as well as making him into whatever that species would be like at Ben's age, while also making the forms at their strongest and most capable at that age. this is all we have so far on the human Sparkle boy, your highness. Ben seems to be behaving himself and seems to also be wondering about some kind of idea.

Just got word that you're sending in your niece to try and babysit the Sparkle children.

Here's to hoping this doesn't backfire on us. I trust your judgement, I'm just trying to be a bit wary.

Author's Note

I think this is going good so far, I intend to make this stand out as much as I can from TGaP, while also keeping to the same general concept.

Again, TDR, if you see this, you inspired me, I'm not trying to blatantly copy TGaP. It's really good and it's very inspiring.

Season 1, Friendship is Galactic, Prologue

A Boy and his Watch
By TheAlienBrony22

Season 1
Friendship is Galactic
Prologue

[Canterlot Castle, 2 years later; 4 days before the Summer Sun Celebration]

Celestia looked out her window, defeated and melancholic as she gazed over Canterlot. Below her, every single pony was making serious preparations for the upcoming celebration, a celebration that made her feel wounded, but she was always one to follow traditions... even if this tradition brought her many a heartache every night, leaving her restless.

Looking back, she probably could've stopped it, but she didn't imagine things would turn out this way, her being alone, every single pony was unaware of the forgotten second ruler of their kingdom. She probably should've stopped ponies from celebrating this one tradition, because the last thing she'd ever want is for Her to return, only to declare that she should've stayed where she was for all eternity when she sees Ponies celebrating her defeat, like nothing ever happened before that.

Still, it was too late now, and Celestia was staring at the moon, getting misty-eyed as she pulled out a piece of parchment, a bottle of ink, a quill, and a Badge. She knew what she had to do, and it still hurt, despite knowing beforehand.

"I must send her away. It's for the best, and at least she'll have her friends and family to fall back on if things get too chaotic." Celestia stated, writing away at a letter.

[Sparkle Residence]

Shining is sleeping peacefully, as is Nightlight and Velvet. Ben on the other hand, seemed to be having a rough night sleeping. He flailed and turned in his bed, trying to withstand this odd feeling. He could hear something. He heard mentions of the moon, the stars, aiding her escape, a nightmare from the moon, a moon that housed a nightmare, a single name that seemed to be too much for the human to bare.

Ben snapped awake, sitting up as he took a few deep breaths, wiping the sweat from his brow as he looked around his surroundings. No sign of Spike or Twilight.

"Oh right... they moved out. Man, I need to move out. Besides, gotta fulfill that promise eventually... Man, that dream messed me up, though. Who in Tartarus is Luna?" Ben thought on this for a moment, but nothing seemed to come to mind, which frustrated the damn hell out of him. "Ugh, it's probably nothing. I need to get a glass of water, and when they wake up, I need to talk with them about moving out."

Ben got up from his bed and walked downstairs, too exhausted and unaware to take any notice of the Omnitrix flickering from Green to Blue. He grabbed a glass and filled it up with ice, then filled it with water, taking a few gulps of it as he turned around to go back to bed.

"Hello there, Benjamin. Lovely night, isn't it?" A man called out.

Ben nearly choked on his water and instinctually reached for the Omnitrix, only for the man to snap his fingers. Time seemed to stand still, all while Ben and the man he once saw before in his head were the only things in motion.

"Who and what in Tartarus are you, and why are you in here? HOW did you even get in? The door is locked!" Ben exclaimed, still keeping his hands on the dial of the watch.

"Tartarus, basically pony hell. How interesting that you've become so acclimated to pony culture, and yet, you know nothing of human culture. Tell me, Benjamin Tennyson, do you want to know what human culture is like? Just take my hand and I can take you to where the rest of your kind is." The man offered.

"You're giving me some serious vibes that I'm not okay with, either buzz off, or I'm gonna start makin' the buzz around here! And my name, by the way, is Ben Sparkle! Now get lost, and get out of this house, or I'm getting the guards!" Ben warned, selecting Skunksquito's icon.

'This isn't going according to plan. Even after hearing 'Tennyson', he remembers nothing. He's prepared to actually fight me off, and if that doesn't work, he's going to get law enforcement involved. What grade of Amnesia does this boy have?!' Paradox thought to himself, obviously displeased by Ben's hostility.

"Very well, I guess this has to be done." Paradox reached out to touch Ben's hands. "Trust me, Young Benjamin, you'll thank me later-"

Ben backed away and ran for the front door, slamming on the Omnitrix. Nothing seemed to happen and Ben just crashed against the door. Paradox walked forward and tried to help Ben up, but Ben ducked away and got up, trying to keep his distance.

"Mom!! Dad!! Shining!! Anypony!!!" Ben called out, backing away from the man.

"They can't hear you, Benjamin. Time stands still, they are resting. The space we are in, they can't hear a thing. This reality isn't your reality. Just calm down, and I can show you the truth-"

"Just back off, get away from me! I don't know what you are, or what corner of Tartarus you were spat out of, but you freak me out! Go Away! I don't know who this 'Ben Tennyson' is, but that's not me! I'm Ben Sparkle, remember that the next time you decide to just... do whatever you just did to break in to my parents' house! Now, go away, or this is gonna get ugly for the both of us!" Ben warned.

"Benjamin, you're trying my patience, and Discord did that enough already. You must listen and you must listen now, I'm not the bad guy, I'm trying to help you! Help you remember who you are!" Paradox reasoned.

"I know who I am, and what you're trying to do, I don't approve of! Now, last time I'm gonna say it. Leave, now, or I'm going to show you thirteen different ways I can throw you out of not just this house, but out of Canterlot's borders with relative ease!" Ben warned.

Paradox could feel an unnatural presence. He looked carefully at Ben, and saw what looked like a black aura with many stars within its inky black color. Paradox was worried, but also intrigued.

'Was that... No, that couldn't be, there's no way he's close to unlocking that form yet. I must be slipping back into insanity, I must stop talking with Discord... I may have to wait yet another time to persuade Ben into remembering.' Paradox thought.

Paradox sighed. "Alright, fine. I'll leave you be, for now. Just know this... I will be back, Benjamin Tennyson. I will restore your memory, whether you want to remember... or not."

With another snap of his fingers, time resumed and Ben just went back to bed. He was going to chock all of that up to a bad dream, and by tomorrow, he was going to move to Ponyville.

Friendship is Galactic, Part 6

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.