Omniverse Pony

by MLPFan98

Rating: teen
Tags: Ben 10, My Little Pony: Friendship is Magic, Princess Luna, Spike, Science Fiction, Cutie Mark Crusaders, Adventure, Princess Celestia, Crossover, Main 6
Length: 25256

A certain superhero finds himself in a land inhabtand by ponies

The superhero Ben Tennyson was chilling at his home until he was called to Plumber HQ by his grandfather Max. When he gets there, he is told that Aggregor and some other enemies of Tennyson's have broken out of the Null Void and vanished into another dimension. Ben is instructed to go into the new world and find them. When he gets to this new dimension, he finds himself in a new form....a Pony!

In this new form, he will search the land of Equestria to find his foes. And with the help of Twilight Sparkle and her friends, what could possibly go wrong?

Published 2022-09-10 22:20:01 UTC
Last updated 2023-02-04 23:24:03 UTC

Hero in Equestria

Author's Note

Hello everybody and everypony! I am here with a story, my first story on this site! And this one will be a crossover with one of the best-animated shows ever…Ben 10!

Now the idea for Thai is when I saw some other Ben 10/MLP crossovers on here a while ago, and it inspired me to write one for myself!

I am a bit nervous because it is my first story here, it might be good or bad, only time will it be, right?

Anyway, let's get this on the road!

Ben 10 is owned by Man of Action

My Little Pony: Friendship is Magic is owned by Lauren Faust and Hasbro.

Hero in Equestria

Plumber HQ

“I wonder what’s going on?” Ben Tennyson asked as he was making his way through Plumber HQ. It was a rather dull day for Ben so far, Gwen Tennyson was still away along with Kevin Levin, and his partner, Rook Blonko, was off visiting family.

He considered calling Rook, but he didn't want to bug him with something that seemed important. Anyway, as Ben made his way through he began to wonder what it was that he was summoned for. Was it something bad? Was it Vilgax again? Ben didn't know, but he was sure that his Grandpa Max had the answer.

Ben then entered a door that led to an office and he was greeted by two familiar faces.

The one face was an older man who had gray hair and wore a red Hawaiian shirt with yellow flowers, white pants, and brown boots. This was Max Tennyson, Ben’s grandfather and the Plumber Magister of Earth.

The second man looked no older than 40, had brown hair with some gray on the sides, and wore a white lab coat over a white shirt with a brown vest and a black tie, black pants, black shoes, and green goggles over his head. This was Professor Paradox, a time traveler who was one of Ben’s main allies.

When Ben saw them, he smiled a bit. “Hey, grandpa.” He said as he went over and hugged his grandfather.

“Hey, Ben,” Max said as he returned the hug. Paradox smiled at him and greeted Ben and Vice-versa.

“So what's going on?” Ben asked with a raised eyebrow. “I got a call saying that you needed to see me urgently or something?” Ben asked, making both men nod their heads in dread.

“Unfortunately, it's true my boy.” Paradox said with a grim tone in his voice. “Do you remember Aggregor?”

When he heard that name, Ben immediately tensed up a bit. Aggregor was one of Ben's many enemies he faced in the past. He was a very powerful Osmosian alien who was adept at absorbing any aliens and using their powers. The last time he fought, it was a bit of a challenge, but his best friend Kevin was able to defeat him and send him to the Null Void.

Ben tensed up a bit due to Aggregor being one of the most vicious dogs he ever faced but he then took a deep breath to calm himself down a bit. “Yes…I do.” He said with a very tense tone.

Ma then gave his grandson a sympathetic look. “You're not going to like this….but he escaped the Null Void.”

“WHAT??!” Ben screamed loudly, making Max and Paradox recoil a bit. “But he was defeated! We haven't heard from him in-”

“There was a riot going on in the Null Void,” Paradox told him. “And from what we heard. Apparently, during that riot, he and a few other of your enemies were sucked in by some vortex and vanished.” He said.

Ben sighed, it was bad enough with Aggregor, now there were more of his enemies. Who else? And he asked just that.

“Animo, Albedo, and Zombozo.” Max said to him, making Ben sigh again, such a pair. Dr. Aloysius Animo is a deranged scientist who often experimented on animals and wishes to rule the world with an army of mutant animals and humans. Albedo is a former Galvan who was once the assistant to Azmuuth, creator of the Omnitrix. But he believed that Ben was not worthy of wielding such a device, and he attempted many times to destroy him, most of the time he used his own Omnitirx and even partnered up with Vilgax...all of them ended in failure and he was turned into a human child. Finally, Zombozo is an evil, deranged clown who feeds off the happiness and sadness of others in order to make himself powerful, having attacked Ben numerous times in order to absorb his happiness and he even tried to kill his family as well. These villains were all defeated by Ben at certain points in his life and most of them have ended up either on the run or in the Null Void, and that's where they were at....until today.

“Just great..” Ben sighed as he rubbed his hands on his head. “Do you know where they went?” He asked.

“We have,” Paradox said as he typed up some coordinates on a computer, getting Men's attention. “When we first heard about the vortex, we were able to trace it back to a source. It was challenging, but we were able to get it, and it appears that the vortex led them to another dimension different from our own.”

That got Ben’s attention. “You mean like Rex Salazar’s?” He asked.

Max however shook his head. “Well…not exactly, for this world is very different because…well….it is Inhabited by many creatures, but mostly ponies.”

When Max said the words, Ben then raised an eyebrow. Ponies? What Type of world was that? It sounds like something you would see on some kids' cartoon shows. “Really?” He asked dully.

“Yup,” Paradox said. “But do not fret, during my dimensional travels, I have been in that world before. Such a nice place for some relaxation, and the rulers are just as nice.” He said with a grin. “Plus it has heroes in there, heroes that would definitely be of help to bring Aggregor and the others back.” He said.

Ben, while skeptical, wanted to know more about this dimension and the heroes. “Ok, so what is the dimension called then?” He asked.

Max and Paradox looked at each other and Ben and said. “Equestria.”

Ben then looked at them with confusion. Equestria? What type of dimension was that? Besides a world being inhabited by ponies of course and other creatures.

“As I said, I have been there before,” Paradox said to him. “I happen to know the rulers of that world as well. Princesses Celestia and Luna.” He said as he then showed two images of the rulers.

Celestia was a tall Alicorn with a white coat and wings and a horn on her forehead. She had a long lovely mane and tail with pink, purple, aqua blue, and green stripes with sparkles. She had light grayish-magenta eyes and wore a golden crown with a purple gem on it as well. And she had on a golden necklace with a purple gem on it as well, golden horseshoes, and for some reason a sun tattoo on her flank.

Luna was another Alicorn like Celestia, but her coat and wings were a dark navy blue with a horn on her forehead. Her mane and tail were also long but had a blue coloring with sparkles on them as well, she wore a dark necklace with a white crescent moon on it. She wore sparkly blue horseshoes, and she had a crescent moon tattoo on her flank,

Ben looked at the two of them with awe, they looked so kind and lovely as well. “Wow…” He muttered.

“Yep,” Paradox said. “As I said, I have met them before, and they are nice. A bit stern, but nice.” He said as he pushed the coordinates. “Listen, my boy, we are going to send you to this world, find Aggregor and stop them.”

“And you want just me?” Ben asked.

Max sighed. “We tried to contact Gwen and Kevin, but they are still away. We figured you would contact Rook and tell him.” He said.

Ben did think it over, should he call Rook? Rook was visiting family and all. “Nah, he is visiting family, I don't want to take his time away,” Ben said with a grin. “And if something goes wrong, I will be sure to contact him.” then his eyes turned into that of worry. “Uh…I will still be able to contact you guys when I’m in that world right? I had difficulties when I was in Rex’s world.”

“Well, that was when you had the Ultimatrix,” Max said. “I’m sure the new Omnitrix will allow you to contact us all if you need to.” He said. Ben thought it over and nodded his head. With the new Omnitrix, it shouldn't be much of an issue.

“Yea,” Ben said. “And I’m glad Azmuth upgraded it so that way I can turn into my Ultimate forms again, I missed those guys, definitely would have made my battle with Malware easier.” He said with a grin. "And even better, he updated the Omnitirx so that way I can have it open a portal to the Null Void without the use of a Null Void projector.

“Alright, Ben,” Paradox said to him. “I made the coordinates for you to land in Equestria, I am going to give you a map of the place that will be your guide.” He said as he then gave Ben a map and the boy opened it up, the map was really drawn out and looked good, giving Ben a good clear viewing of the world he was going to.

“Interesting…” Ben thought with interest.

“Ok, so listen,” Max said, getting Ben’s attention. “You must go and find the rulers Celestia and Luna, who will be in Canterlot, right here.” He then pointed to a large castle, and Ben nodded his head.

“Ok, I’ll do that,” Ben said. “But still, with how big the land is, Aggregor and the others could be anywhere.” He said with worry.

“Yea, that is an issue,” Max said to him. “Never let your guard down for a moment Ben.” He warned. “Some of the creatures in this land are powerful and have magic of their own, no doubt Aggregor will try to absorb their powers for his own interests.” He said.

Ben inwardly gulped a bit, this was going to be challenging, as Aggregor was no laughing matter, heck, Ben even thought that Aggregor was more dangerous than even Vilgax himself. And he was a bit nervous if these heroes of this world would be able to handle such a threat.

“And before you ask if they are indeed able to handle him, they stopped a reality warper,” Paradox said with a cheeky grin, making Ben look wide-eyed with shock.

“Wait, what?” Ben asked with surprise, making both Max and Paradox smile and nod their heads in unison to agree.

“Alright, I think we’re all set!” Paradox said as he pushed in some more coordinates, and then a light portal appeared before them all, and Ben began to walk towards it and stopped midway.

“Remember,” Paradox said to him. “Go to Canterlot, find the princesses, and tell them of your mission. And they will be of help to you. Let us know when you have completed your mission and we will bring you back.”

“And Ben,” Max said to the teen. “If you need any help at all, do not hesitate to call us, and we will get Gwen, Kevin, and Rook to help you out.

Ben smiled. “I know, and thank you. But I feel like I can do that now, especially since I gained the new Omnitrix and gained more aliens. And plus, I don't want Kevin going through that incident last time we fought Aggregor.”

Max and Paradox smiled at Ben as the boy then approached the portal, but not before turning back to his grandfather and time-traveling friend. “Alright, I’ll do my best! Wish me luck!” He said as he then went through the portal.

Max then looked at Paradox with a concerned look. “Paradox, are you sure Ben will be alright? I mean you know the stuff that the land of Equestria has gone through.”

Paradox nodded. “I know, but as I said, Princesses Celestia and Luna will be of help to him. And not just them, but you know the exploits of Twilight Sparkle and her friends right?” He asked. Making Max sigh and nod his head. “He will be fine, and if things do go wrong, then we will still call for help.”

Max still looked at the portal where Ben vanished too, he hoped Ben would be alright. But not before something crossed his mind. “Wait, Paradox….we forgot to mention to him about the transformation!” He said with alarm.

Vortex

Ben was screaming as he was flying right through the vortex, but at the same time, he was also a bit excited about going into a new world. Of course, he was definitely going to make sure that Aggregor and his other enemies would not harm it, but still…it was exciting.

“Alright Aggregor, I have grown a lot since we fought last time.” Ben thought with determination. “I got myself a new Omnitrix, and more aliens, new and improved.” He thought with determination. “I just hope these ponies won't be so weird seeing a human.” He said as he went through the vortex.

Equestria/Saddle Lake

“*Groans*” Ben felt like he just landed on hard ground…well..actually, it was a grassy field, but it still kinda hurt. “Well, so much for a smooth landing.” Ben said as he began to get up. “I should have thought of this before I got in the vortex.” He grumbled as he finally got up.

And when he did, he felt a bit…weird. “Wait a minute…” He said. “Why do I feel…funny?” He asked as he then looked down to see his hands, but then gasped, because he didn't have any hands……he had HOOVES! “What the?” He asked as he immediately went over to the water, well tried to since he was walking on all fours. And looked at himself to be in for a shock.

He was no longer in his normal human form, he was now a pony! His entire body was now that of a male pony station with a green coat, his hands and feet had turned into hooves, and his hair was still there on his head, but now had a short tail of the same color. His Omnitrix was still on his left arm and his shirt was still on, now covering his upper body.

Ben looked at his new form with much shock. Of course, he should be used to transformations since he…well….all he did with the Omnitrix, but this was…..wow! “Ok…this is bizarre.” He said with shock as he then raised his two front hooves to get a good look, but then he felt his balance slipping and he had to land back on them.

“Ok, I should be used to walking on all fours. I do it whenever I’m Wildmutt, Artiguana, and Blitzwolfer, but I don't even have my Omnitrix activated right now!” He said with awe. He then raised his left hoof to view the watch and he then raised an eyebrow. “I wonder…” He thought as he then activated the Omnitirx to pick an alien, it was a bit difficult at first since he no longer had any fingers, but after a good few tries, he was able to do it and when he hit the switch he was engulfed in green light.

Standing in his place was an alien with a black body with one green eye in the middle. On his head were two antennas and a long tail on his backside, all three having plugs at the end. He also had black feet, two gold plugs on his shoulders, one plug for each shoulder, and his chest was green with the Omnitrix dial on it. This was Feedback, the Omnitrix’s DNA sample of the Conductoid race, and Ben's personal favorite alien.

“FEEDBACK!!” The alien called out as he then looked at himself. “Hmm, so I am still in my normal alien form rather than pony form….interesting.” He said before pressing the dial and turning back into hsi pony form.

“Ok,” He said as he rubbed his left hoof to his chin. “So in normal base form, I’m a pony, but my aliens seem to retain their normal forms rather than pony form. Interesting…” He said with interest. “Well anyway, I need to remember where Paradox told me to go.” He said as he then reached into his saddle bag and pulled the map out with his teeth and dropped it on the ground. “I have got to get used to doing that.” He muttered as he looked at the map. “Ok…so according to that. I’m at a location called Saddle Lake, the place called Canterlot seems like one near a town called Ponyville.”

He then looked up to see a castle at a distance. “I think it would be best for me to go to Canterlot right away, and explore the rest of the land later on.” He said as he then activated the Omnitrix, selected hsi alien and pressed on the dial, and was engulfed by a green light. Standing in his place standing in Ben's place was a red, humanoid, manta ray-like alien with yellow-colored horns coming from his nose, he had gills under his arms, yellow patagia, and two black stripes that resembled lightning bolts coming from his shoulders right to the Omnitrix symbol that was on his chest. This was Jetray, the Omnitrix’s sample of the Aerophibian race.

JETRAY!!” He said as he waved his arms, showing his wings off. “Alright, time to go meet some royalty.” Jetray then took to the skies and made his way toward Canterlot

The Meeting

Author's Note

Hey everypony, I am back with a new chapter :)

So what did you all think of the first chapter? Not the best, I know, but I had to start somewhere, right?

Now this story will not be just action, there will also be some chapters where it will be a slice of life-related things in there. I mean sure it’s an adventure, but Ben and the Mane Six (including Spike) need a chapter to relax too right?

Anyway, some of you might be asking about shipping…well…it ain't happening. Sorry, but I have no plans to ship Ben with anyone in this fic. I know some of you might be disappointed, but hey, it's my decision.

From the statement above, if I ever decide to do a story with Ben in the Equestria Girls world, maybe I will, but for now, it will be a nope.

Also some of you might ask, I have no plans on including Rex in this fic, sorry guys.

That it? Yes? Let's get right back to it.

Ben 10 belongs to Man of Action and Cartoon Network

My Little Pony: Friendship is Magic belongs to Lauren Faust, The Hub, and Hasbro.

The Meeting

Canterlot

As Jetray was flying to Canterlot, he flew right above the location called Ponyville and looked down to see ponies with many different colors going about their merry way and the sight made him intrigued.

“As soon as I get done talking to the rulers, I need to check this place out.” He thought as he took off for Canterlot. “Now from what it looks, Canterlot shouldn't be that far off.” He said.

5 minutes later…

He was right, and of course, Jetray was able to get there due to him having super speed, and when he got to the kingdom of Canterlot, he was taken aback because it looked like something out of a fairy tale.

“Wow…” Jetray said as he flew, seeing all the ponies walking around, some even wearing suits and other fancy clothing. But he had to shake the thoughts out, he wanted to explore, but he knew that he had something important to do.

“Ok, so this is Canterlot, and so the rulers Celestia and Luna must be in- '' He then tried to remember but then he looked to see a large castle looking over the place. “Never mind, I'll rest my case.” The Aerophibian said as he then tried to figure out where he could land and change back without alerting others.

After a few minutes, he finally landed, and seeing if the coast was clear, he turned back to his normal form…..his pony form, not human form. “Ok,” Ben said as he then began to trot to the castle. “So far so good.” He said. Now because he was famous back in his world, he was used to being known to go alien in front of people. But seeing as how this was a new dimension, maybe he would hold off on showing off in front of others.

“Ben Tennyson?” Ben then turned to see a bunch of stallions in armor approach him, and it made him a bit nervous.

“Yes?” Ben asked with a nervous tone in his voice.

“Princess Celestia is awaiting you, please come with us.” He said. Ben, seeing no other option, decided to do as he was told and proceeded to follow.

Canterlot Castle

Ben was escorted by the guards as they made their way through the entire castle, which Ben was amazed at. Because he looked around to see that there were images on the glass windows, it looked very impressive.

"Something tells me that Gwen would enjoy seeing these if she were here.” Ben thought with a smile on his face.

“We are here!” A guard said, getting Ben's full attention again. “This is the throne room of Princess Celestia and Princess Luna, show some respect.” He said as he and another guard then pushed the big doors open, and Ben trotted through them.

Standing before him were the two alicorn princesses he saw in Paradox’s image, the two rulers of Equestria. Princess Celestia, and Princess Luna, both have pleasant smiles on their faces, and Ben blushing slightly due to how lovely they both looked.

“Ben Tennyson?” Celestia asked in a kind tone of voice.

“Correct ma’am,” Ben said as he then bowed, or at least tried to, still trying to get used to being a pony.

Celestia then ushered the guards to leave them all and they did as they were told as the guards left and it was just the rulers and superheroes alone in the throne room.

“So,” Luna asked with a smirk. “You’re the one that Professor Paradox talks about huh?” She asked.

“Yea,” Ben said, but then got confused. “Just wondering, how do you know Paradox? He mentions that he traveled here before.”

Celestia smiled. “Yes, he has. Paradox has been here before many times, and he has been very insightful in telling us about other dimensions and exploits of others. He even told us about you.”

“For you to take on a warlord at the young age of young fillies. So amazing.” Luna said, making Ben slightly blush.

“Well…I mean, I am pretty great.” He said bashfully then he then quickly shook his head and got serious. “Then I’m sure he told you about why I’m here though, right?” He asked.

“Yes,” Celestia said. “But I feel like we should wait a while before the others arrive, they will want to know about this as well.”

Ben looked confused, however. “Who do you mean?” He asked.

Luna smiled. “Did Paradox tell you about a certain group here?” She asked. Ben nodded a bit. “Well, they are on their way here right now. We just sent a letter a little while ago.” She said, “You’ll like them.”

“I sure hope so…” Ben muttered under his breath. Celestia and Luna then took this money to go up close to him, making him a bit confused.

“Ben, Paradox mentioned a certain device called an…what was it?”

“You mean the Omnitrix?” Ben asked as the princesses nodded. “Right here.” He said as he proudly lifted his left forearm to show the device to the two princesses, who were taken aback by such a device.

“And this thing lets you turn into those alien creatures?” Luna asked.

“Yeppers,” Ben said with a grin on his face. “And I got lots of them to choose from, but since I figured that maybe I should wait for the heroes of the world to come, I can give you all a small preview.” He said.

Celestia smiled. “That would be nice.” She said, The doors then opened up at the end and Ben And the two princesses turned to see a group of ponies walking right in. “Ah, Twilight Sparkle, you and your friends made it.”

The first of them was an alicorn with light purple fur and a navy blue-colored mane and tail that were stylized with rim cuts and had two soft shades of purple and pink stripes going down each. Her eyes were purple and on her flank looked to be a sparkle and she had wings. This was Twilight Sparkle.

Next to her was a small dragon with a purple scaly body, his chest was green, hsi eyes were green, the scales on his head resembled hair and green, and had wings. This was Spike, Twilight’s assistant.

The second pony was a blue Pegasus with light blue fur, her eyes were magenta, her hair mane, and tail were rainbow colored and she sported wings, on her flank, there was a rainbow symbol that resembled a lightning rod. This was Rainbow Dash, a member of Equestria’s Wonderbolts.

The third pony to walk in was an orange pony with her mane styled in a long ponytail, she wore a cowgirl hat, her eyes were green, and the mark on her flan was apples. This was AppleJack, an Earth Pony who was one of the many workers at her family's apple orchard. Sweet Apple Acres.

The fourth pony to walk in had light yellow fur, her eyes were an adorable teal coloring, and she had a long pink mane as well as a long pink tail, the mark on her flank resembled three pink butterflies. This was Fluttershy, a somewhat shy Pegasus was really good with animals.

The fifth pony was a beauty that made Ben blush a bit. Her fur was all white, her main and tail were purple and sparkled a bit, she had blue eyes with blue eyeshadow, and a horn on her head. This was Rarity, a fashionista who owns a boutique in Ponyville, plus she is a drama queen.

And The sixth and final pony to enter was all pink, her fur was pink, her curly mane and tail were pink. Everything about her was pink, except for her eyes, which were blue as well. The mark on her flank resembled three party balloons. This was Pinkie Pie, this hyper pony was known for throwing large parties and for making anyone smile.

Together, these six ponies (and dragon) have been known for handling many threats to Equestria, whether fighting monsters, demons, or anything else, there's nothing that these girls (and boy) can't handle, while also learning about friendship along the way as well.

Ben then looked at them and was a bit surprised, so these are the heroines he was told about, and…is that a dragon? “A dragon? So cool!” Ben thought with amazement. But to his surprise, they didn't seem to notice him, of course, it could be very well because they were meeting the princesses so…

“Princess, what’s going on?” Twilight asked with a concerned look. “We got your letter telling us all to meet here.”

“Whatever it is, I’m ready for action!” Rainbow said with a cocky tone in her voice that made Ben slightly chuckle, reminding him of his younger brash self.

Celestia smiles. “Just a moment, first I want you all to meet someone.” She said as she and Luna gestured towards Ben, who looked a bit nervous and he trotted up to the others.

“Uh, hey, I’m Ben, Ben Tenny-”

“HI! I’m Pinkie Pie!” The pink mare said. “Are you new here? Because I have never seen you before, and I know about everypony in Ponyville. What’s your favorite color? Where are you from? Do you like parties? Do you want to be my friend?” He asked with a hopeful smile.

Ben was a bit taken aback by her cheerfulness, of course, he wouldn't mind, but it looks and sounds like she has been eating way too much sugar or something. “Well…let me answer that in order. Green. Far away. Yes. And…sure!” He said with a smile.

“YAY!!” Pinkie shouted, shaking the whole room, and making everypony there wince a bit at her loud voice.

“Yep, definitely too much sugar…” Ben thought

“Ok Pinkie, I think you're giving him a bit too much,” Applejack said as she then gently brought Pinkie Pie back to the others. “Howdy Ben, names Applejack.” She said extending her hoof, with Ben then smiling and shaking with his other hoof….wait, how did they shake with no fingers?:applejackconfused:

“Nice to meet you, so country girl huh?” He asked.

“Yep, the family and I own an apple orchard down in Ponyville.”

“Nice, I hope I get to meet them.” Ben saith his own smile, a smile that Applejack returned.

“Rarity, charmed to meet you.” the fashionista said with such elegance. “Darling, I must say that that shirt looks fabulous.”

“Oh, uh, thanks,” Ben said, while he liked the compliment, he was a tad bit confused as to why she should comment about it.

“Uh, hello. I’m Fluttershy…” The timid pony said in a shy tone of voice. Ben could see that she was hiding a bit behind her mane and he gave a friendly smile.

“Hey, you don't have to be afraid, I won’t hurt you or anything like that.” He said to her with a warm friendly smile. Fluttershy peeked from her mane a bit and saw how genuine his smile was, and this gave her the courage to stop hiding.

“Names, Rainbow Dash, the fastest, most awesome pony in all of Equestria.” The brash pony said with a boastful tone. “I know, you probably heard about me and all that jazz.” She said,

The others rolled their eyes a bit and Ben however looked confused. “Uh..actually, no.” He said to her,

Upon hearing that, Rainbow’s eyes went wide and her jaw almost dropped to the floor. “Wait…what?” She asked.

“Anyway,” Twilight said, interrupting the flying Pegasi. “I’m Twilight Sparkle, nice to meet you Ben, and this is my assistant, Spike.”

Ben then looked down at Spike and had a big grin on his face. “Wow! An actual dragon? So cool!” Ben said with a big grin.

Spike, usually being one for compliments, then smirked. “Well, I am pretty gr-” but then he stopped and raised an eyebrow. “Wait, am I the first dragon you've seen?” He asked, with the others agreeing with him.

“You see everybody,” Celestia said to them all. “Ben here is…well…from another world.” She said,

……

“WWWHHHAAATTT!??” All of them (minus the Princesses and Ben) shouted.

(Eyecatch featuring Rainbow Dash and Jetray racing each other)

(Eyecatch featuring Ben looking out over Ponyville)

Ben looked to see that almost everypony in the room had a look that was a mix of shock and awe. Guess they never heard of other dimensions or something.

“I take it, this is a bit of a shock right?” He asked sheepishly.

“Well..uh…” Twilight said, trying to find the words to describe it.

“I believe he would like to explain, right Ben?” Luna asked.

“Uh yeah,” Ben said as the others began to snap out of their shock. “You all might want to sit down…because it’s a very long story.” He said.

“Oh, storytime! We need popcorn and candy.” Pinkie Pie said with a big grin. Ben chuckled at her and they all began to gather around Ben, and he sighed deeply.

“Ok, so where I’m actually a creature known as a human.” He said to them, “I don't know why I was turned into a pony, but hey, beggars can’t be choosers, right?” He asked with a small chuckle.

“Nope!” Pinkie said with a grin.

“Well, I mean your not the first human I met.” Twilight said, “I actually went to the human world before…but it was kinda different from yours.”

When she said that, Ben was shocked. Another world for humans in this dimension? But he quickly shook those thoughts out, saving those for later. “Well anyway. Where I’m from, I am a superhero and I get my powers from..well…this.” He said as he then raised his left forearm to show the Omnitrix, making the ponies and dragon come closer to inspect it. “This is called the Omnitrix, and with this, this lets me transform into several different alien creatures.”

Everypony in the room was trying to grasp their heads around this, and while a few seemed intrigued, one was ...t...well...

“Yea right,” Rainbow Dash said with a smirk. “If that’s true, then why don't you prove it to us?”

Ben gave her a short glare. “Alright, I will.” He said as he t n used his hoof to activate it a hologram screen showed up and Ben began to choose a selected alien. “Let me see…” He said as he kept on scrolling. While he was doing that, the ponies looked intrigued but were very curious as to what he was going to do. “Aha!” Ben said as he then selected his alien and the faceplant popped up. “Get ready for some alien time!” He said as he slammed the dial down and was engulfed in a green light, nearly blinding everybody in the room.

When the light vanished, standing in his place was a tall red alien with four massive arms, each having a small set of spikes and wearing black fingerless gloves on his hands. He had three short spies on his head with four green eyes, a black mustache, and a small black goatee. And he had on a black tank top with a green centering and black leggings that wrapped around the middle of his feet, and he had the Omnitrix dial in the center. This was Four Arms, the Omnitrix’s sample of the Tetramand species, and o's personal favorite aliens.

“FOUR ARMS!!” The Tetramand shouted loudly. The sight of him made everypony in the room gasp with shock and awe. Fluttershy gasped a bit and hid behind Twilight a bit, who was standing there with her jaw on the ground. Four Arms noticed their looks and he smirked. “So, believe me now?” He asked a shocked Rainbow Dash, who nodded meekly.

“Amazing!” Celestia said as Luna gulped a bit, slightly intimidated by the alien

Four Arms pressed the dial and changed back into Ben. “I know, you're going to ask how I got this..and that's an even longer story.” He said as everybody then got over their shock and began to listen to him. “It happened a few years ago, I was on summer vacation with my Grandpa Max and my cousin Gwen.”

“Wait,” Spike said, raising his hand. “What’s summer vacation?”

“It’s basically where kids are let out of school for three months.” Ben said, making everypony look in awe.

“Three months? That’s….just..” Twilight said, not being able to comprehend such a notion, but Celestia motioned for her to quiet down and to let Ben finish.

“Anyway,” Be said. “We went into the woods one night, and I was walking by myself in anger. Then I saw what looked to be a shooting star, only it wasn't because it came crashing onto the ground, and I went to go check it out, only it was not a star at all, it was the Omnitrix.” He said as he raised his hoof, and that was the very beginning of my career.”

“What career?” Applejack asked.

Ben smiled. “My superhero career.” He said. But th then shook his head. “I will explain more about my origin later, but now, there is a serious problem.”

“He is right,” Celestia said as she got all of their attention. “A few enemies of Ben's have escaped their world and have landed somewhere here in Equestria.”

“What?” They all exclaimed.

Celestia nodded her head. “And Ben knows about it. Care to explain?” She asked Ben, who nodded.

“Ok, so the enemies we need to search for are called Dr. Animo, Albedo, Zomboo, and Aggregor.” He said.

The ponies painted as Rainbow however scoffed. “Oh please, four of them, and seven of us? Please, we can handle them, even without you.” She said to Ben, who glared at her.

“Listen, Skittles,” Ben said. “True there are seven of you, but these guys are not pushovers. Animo is only a mad scientist, but he can also control animals.” He said, when he said that, Fluttershy gasped.

“He can?” She asked, making Ben nod. “And he makes them do…bad things?”

“Yes, he has a device that can mutate animals into monsters.” He said, making the Pegasus tremble a bit. “Then Albedo…well I guess you can call him my evil twin, he has an Omnitrix similar to mine, you might not think it’s much, but trust me, he is tough. Zombozo….god, he is a clown who takes party favors to the extreme.”

“What?” Pinkie Pie asked as went up to him. “I happen to love parties, he can't be that bad.”

Ben then stared at her hard. “He has gas balloons, acid seltzer water, an electric joy buzzer that goes way too far, and a whole lot more.” He said. “And he pretty much tormented me when I was very young too.”

Pinkie then went wide-eyed and shook her head. Pinkie loved to throw parties and make everypony smile, but hearing this man say that a clown, a CLOWN, uses party favors as weapons… made her mane deflate a bit.

“And then..finally we come down to the last, and trust me, this is one enemy widely a contender for the most dangerous. Aggregor.” He said. “His power is to absorb the powers and DNA of many others.”

Upon hearing that, everypony went wide-eyed, as this made them remember an enemy of theirs who could also suck the energy and powers from others. “These villains sound very threatening,” Luna said.

“You have no idea,” Ben said. “I mean Animo and Albedo are a bit pushovers, but not to be underestimated, and Zombozo can be a real threat when he needs to be, but Aggregor is something else.” He said. “But the main issue is, I have no idea where they could have ended up, and Equestria is a large land.” He said.

“Do not worry,” Celestia said to him. “I will put out some notices from neighboring kingdoms to keep an eye out, luckily for us, Paradox gave me photos describing them.” She said as she then looked at Twilight and her friends. “Twilight, I want you and the others to help Ben and make sure these villains cause no harm to anybody in Equestria.”

Twilight and her friends nodded their heads in respect and bowed. “You got it, princess,” Twilight said.

“Good,” Celestia then looked at Ben. “Do not worry, Twilight and her friends have dealt with a lot of threats in this world, they will help you on your journey here.”

“Yea!” Pinkie said as he then immediately zoomed in front of Ben. “Since we are friends now, and we love making friends, especially me!” But she then realized something. “OH MY GOSH!!” She shouted, shaking the room and everypony covering their ears. “I have to go do something!!” She exclaimed as she then immediately zoomed out of the room, slamming the door behind her and nearly knocking over the guards guarding it.

Ben looked frazzled, he’s seen a lot of hyper people in his life…but this takes the cake. “Someone needs to lay off on the sugar…” He said.

“Eh, you get used to it,” Applejack said with a smile. “Anyways, I agree with her though, I would be happy to help you out.”

“As well as I, darling.” Rarity said.

“Oh, uh..ok. I don't want that horrible person to do anything to innocent creatures.” She said with a mix of timidness and determination.

“Heck yea I’m in!” Rainbow said. “I need some action!”

“Count me in!” Spike said. “I might not be able to do much, but I’ll help in any way.”

Twilight then smiled and approached Ben. “As the princess of Friendship, I will help you as well, Ben,” Twilight said. “We just need some more info on your enemies and we should be good, but for now, let’s head on back to my place.” She then turned to the princesses. “If that's ok.”

Celestia and Luna both smiled at her and nodded. “Alright, let’s go!” Twilight exclaimed as the others all left the throne room. Now alone, Luna looked at her sister with worry.

“Sister, are you sure about this?” She asked. “From the things we heard about this Aggregor, he sounds like a serious threat, even more so than Tirek or even Grogar.”

Celestia then looked at her sister and showed a small frown on her face. “Yes, I will admit that I am also a bit wary, but Paradox has told us a lot about this boy, and with the help of Twilight and her friends. I’m sure they will not fail.” She said, But one could tell that she was still a bit unsure of herself, especially after hearing many things about Aggregor. “Twilight, Ben….please be careful.” She thought with dread.

Train Ride

Twilight, Spike, and the girls all led Ben down to the train station and all of them got on the first train back to their home, Ponyville.

“So Ben,” Twilight asked. “Your…Omnitrix thing…how many of those aliens do you have in there?”

Ben smirked. “Well so far, I have about 70 of them stored in.”

“W-What?!” Every pony asked in a shocked tone of voice.

“Mmhmm, and you want to know something else?” Ben asked with a cocky grin. “Once it’s fully unlocked, I will have access to about over 1,000,912 of them.” When he said that, everyone’s eyes went as wide as dinner plates. That many? It was so…so….crazy!”

“So..umm,” Fluttershy said, trying to break the tension a bit. “What type do you have…I mean if you don't mind me asking.”

“Sure, I don't mind,” Ben said with a smile. “I have many types, some have fire powers, water powers, power over ice, super strength like you saw in Four Arms, and..well…” He then looked at Rainbow Dash and gave her a smirk. “Super speed.”

While everypony was amazed by the variety, Rainbow Dash’s eyes felt a bit twitchy. “Ha!” She said, getting everybody's attention. “I am the fastest thing in Equestria, I bet there ain’t no weird creature on your fancy watch that can outrun me!”

“Oh trust me, there are.” Ben said as he put his hooves behind his head, and then Rainbow Daen got up and glared hard.

“Is that a challenge?”

Ben then gave a cocky smirk. “Maybe it is, maybe it ain’t.” He said. If one could tell, there was a spark of electricity sparkling over their heads and connected.

“When this is all over, or if we got free time, a race, you and me!” Rainbow Dash said with determination. “That good for you? Watch boy?”

Ben then glared back. “All good with me, Skittles!” He said.

Applejack could see them glaring at each other hard and she made sure to put a stop to it. “Alright y’all, let’s get along now.”

“Yea, c’mon guys!” Spike said. “But still, all of those things though! So amazing! Can you show a few more?” He asked.

Ben smirked. “Maybe, but I don't want to spoil that much for you guys.” He said as they all shared a laugh. “So why did Pinkie leave in such a hurry?” He asked, and unknown to him, he didn't notice a part of the smiles on the girls of dragons' faces.

“When we get to Ponyville, you’ll understand,” Fluttershy said with a smile on her face. Ben was still slightly confused, but he shrugged his shoulders, hoping that whatever it was, it was something alright and good.

Ponyville

When the train landed at Ponyville, everypony had gotten off, and so did Ben. As they walked around, Ben took notice of all the ponies walking around, smiling, and laughing, it was something out of a fairy tale. “Wow,” He said with awe. “What a nice town you got here.”

Twilight smiled. “Thank you Ben, but c’mon. We need to get over to my place now, it is not far now.” She said,

“Well then, lead the way,” Ben said with a grin.

5 minutes later….

“What the…?” Ben asked with eyes wide as saucers as he then saw where exactly Twilight lived. It turns out that her home was a large castle that resembled a tree, but it looks to win large crystals. The sight of it made Ben shocked and his jaw dropped to the floor.

The girls and dragon giggled a bit as they saw his reaction. “Yep, it is pretty cool ain’t it?” Spike asked.

“Very….” Ben muttered.

“Alright now, we have to go in,” Twilight said as they all began to make their way inside. As they all walked in, they noticed the lights were out for some reason.

“Huh, that’s weird.” Twilight said, “Hey Spike, didn't we leave the lights on when we left?”

“Yea,” Spike said, what the heck is going on here?

BOOM

The light suddenly turned right on, and confetti was blown right at them. “SURPRISE!!” Almost a lot of ponies shouted from the room, they all looked up to see a large banner that read. ‘Welcome Ben’ When Ben saw the banner, he was shocked.

“Wait…is this…for me?” He asked.

“Yeppers!” Pinkie said with a big smile as she then went up to the group. “As I told you, I happen to be a party planner, and I love meeting new faces here in Ponyville, and I decided to throw you a last-minute welcome party and invite everybody here! And now you have lots and lots and lots and lots of new friends!” She said,

Ben looked amazed and saw that there was a punch, many cupcakes, and the whole palace was decorated….it felt so nice. “Pinkie..you didn't have to go and do this.” He said humbly.

Pinkie however scoffed. “Oh please, I love making new friends, and you're my new friend!” She said simply, Ben then looked to see Twilight and the others.

“Let me guess, did you guys plan this as well?”

“Well, we kinda figured that Pinkie was going to do something like this….so maybe?” Rainbow Dash said, shrugging her arms.

Twilight sighed a bit. “Well, I guess we can worry about the enemies later, let's now just have a good time.” She said as everybody cheered and started to party.

Ben looked around and smiled. “I think I’m going to like it here….but then I need to figure out where Aggregor and the rest are….hopefully they haven't gone too far.” He thought with dread.

Underground Lair

“Where are we?” Asked a low voice. The voice belonged to a humanoid man with long black hair, wearing a brown knee-length, open-chested tunic, baggy jeans, and black calf-high boots. He also had two small horns on his head and red eyes ringed with black marks. This was Aggregor, one of Ben Tennyson's enemies and perhaps one of the most dangerous as well, right up with Ben's other enemy, Vilgax.

“Strange….I feel a bit different.” Said another voice, belonging to someone a bit old. This figure was an Earth Pony with pale green fur, his eyes were yellow, his mane was long and shoulder length, and he looked to be wearing a black tank top as well. This was Dr. Aloysius Animo, another of Ben's enemies with the power to control animals. Now normally he would be human, but he was for some reason stuck in the body of a pony.

“Yea, you look like a horse..or whatever it is humans call those things.” Said another voice, resembling that of a teenager. This teenager looked exactly like Ben, except his hair was silver, and his shirt was black with a red line going down. And his fur was all red, and the Omnitrix was in his left arm. This was Albedo, another of Ben's enemies, now stuck in the form of a pony.

“Very interesting…” Said a voice in a low growl. This was a pony whose entire body looked pale gray, with his mane and tail looking frizzy red, and he had clown makeup on, as well as a top hat. This was Zombozo, an evil clown who was pretty much the source of war for Ben when he was younger.

These four villains were once prisoners of the intergalactic prison known as the Null Void, but somehow, there was a breakout and a portal opened up for them to escape to. Animo then went towards a small lake and looked into his reflection and gasped.

“Oh my god!” He said. “I am a horse!” He said as he then took a lance at his hooves and was shocked and in awe.

Albedo and Zombobo looked at each other and went over to the creek as well and were just as shocked and surprised to see them in other different forms as well. “Great, first I was stuck in that pathetic Tennyson form, now I’ve been turned into a weird animal.” Albedo moaned in annoyance.

Aggregor was ignoring them though, but he was also a tad bit confused, why were they horses but not him? It didn't really seem to make any sense at all. But he shrugged his shoulders, not caring anyway. First things first were to find out where exactly they were.

“Good, you're here.” The four villains turned to see a figure approaching them all, it appeared to be a large ram with cornflower blue fur with his mane, tail, and eyebrows all white. He also had a goatee, sharp teeth, two large dark azure horns, and wore a red collar with big golden studs with a single chain that connected three bells. His hooves were also dark azure and had pale green eyes with red apples.

The four villains took a glance at this creature and could feel the immense power and evil radiating off of him, Albedo and Amino looked a bit intimidated, but Zombozo and Aggregor both looked impressed. “I’m sure you are wondering why you are here…and I will explain to you right now, but first some introductions. I…am Grogar.” He said.

Evil Unites

Author's Note

Hey guys and dolls I have come back with a new chapter for you all.

So this time it's going to be a bit shorter and it's going to focus on the villains a little bit, like their plan and all that jazz.

Sorry for taking too long with this, there was a bunch of stuff going on in my life and I am a bit stressed with everything. I know it shouldn't happen in my first story here, but I deeply apologize.

So I have been thinking….should I have Ben be paired with some pony? I mean I have read some fanfics here that describe a human getting with a pony, but I don't know…like I don't want to be seen as a weirdo.

And yes I know Ben is a pony in this world, but I just wonder if it would matter or not…

But I am thinking of it, so if I should pair Ben with some pony let me know. So far I am currently thinking of either Rainbow Dash, Rarity, or Applejack.

Anyways, this story also takes place sometime after the Last Problem Ever, so it will be after the Legion of Doom was defeated, but it will take place before Twilight's coronation.

Anyways, sit back and enjoy :)

Ben 10 belongs to Man of Action and Cartoon Network.

My Little Pony: Friendship is Magic belongs to Lauren Faust and Hasbro.

Evil Unites

Underground Lair

The criminals from the Null Void were looking up at this creature, the one who calls himself Grogar, with a bit of awe. There was just something about him that made them all feel slightly intimidated.

“Now,” The ram said with a dark voice. “You are all probably wondering what you are doing here, and you are possibly wondering who I am.”

“Darn right we are buddy!” Albedo said, trotting right up to the ram. “I don't know what you are, but where are we? What you are, and give us a good reason as to why we shouldn't kick your ass right here and now!”

But Grogar was not intimidated in the slightest by the Galvan-turned-human-turned Pony, however, and he then glared at the mare hard as his eyes glowed a dark color, and he wasn't just aiming for Aledo, but the other villains as well. When he looked at them, the others felt something…something that felt a bit….terrifying, even Aggregor was feeling it too, but he was at least trying to suppress the emotion, but the others were now terrified.

“Make it stop!” Zombozo cried out. Yes, even the clown who preyed and feasted on people's fears was getting scared of whatever the ram was doing to them.

“Now,” Grogar said, his eyes still glowing. “Are you going to listen? Or do you just wish for me to kill you all here right now? And I make good with promises.” He ended with a dark growl.

Aggregor could feel the immense power of this ram, and he knew that he had to have it for himself to take! But not now though, for if he was to do something, it would end badly for him. So he just decided to play along for now. “Well,” Aggregor grunted a bit. “Whatever power you possess, it works well on us. We will listen to your words.” He said, and the other villains nodded hastily, not wanting to make the ram mad even more than he already is.

“Good,” Grogar said as his eyes turned back to normal, making the other villains sigh in relief a bit. “Now, let’s get to it. As I have mentioned, I am Grogar, and you are wondering why you are here, well let me be the first to inform you all that this is another dimension. A dimension different from your own.”

As he said that, the villains were a bit surprised at this revelation. Sure they all were sent to the Null Void, but whatever this place is, it was different than what they had experienced.

“You see, it happened many millennia ago.” Grogar began to explain. “I used to rule this dimension, known as Equestria. I had created many evil creatures and ruled this place with an iron hoof. But then, a Unicorn by the name of Gusty the Great stole my powerful relic known as the Bewitching Bell, and used it on me, not only taking my magic but also sealing me away to another dimension where I thought to have remained there…until now.”

Aggregor was interested in the story, but he was also interested in this relic called the Bewitching Bell. From what this ram was saying, it seems as if this relic was a powerful weapon, a weapon…for him to use for himself. “Interesting…”

“But, how did you escape then? And if that was a Millennia ago, how are you still alive?” Albedo asked smugly.

Grogar however gave the pony a glare. “As I said, it was a millennium, and many creatures in this land have long lifespans. Plus, I had a backup bell created, just in case soemthing like that happened” he said, making some of the villains even more surprised.

“Hmm,” I wonder..” Zombozo thought with intrigue, but his thoughts were interrupted by Grogar, who cleared his throat.

“Anyway, during my time in the other dimension, I did whatever I could in order to reclaim the magic that was taken away from me. It was not easy, but I managed to do it and the backup bell sent me back here” Grogar explained. “As I began to train to get my magic back to full strength again, I discovered that a foolish Draconequus decided it would be funny to impersonate me and gather a group of inferior people under him.” He then projected an image of Grogar, or who was supposed to be Grogar, looking at a large group of creatures, one of them was a tall changeling with dark skin, who had a black chitlin, sharp fangs, a pair of insectoid wings, and also had holes in her legs. She also had a twisted, gnarled unicorn horn, her mane and tail were teal colored, she had a green saddle on her back and her pupils were vertical.

The second figure was a centaur whose upper body was all red and muscular, while it appeared that he was wearing a black sleeveless shirt exposing his six-pack, he had a white beard, and a ring on his nose, and his tail was long and white as well. His lower body was all back with his horse legs all gray and his hooves all white as well, and he possessed large horns on his head and his eyes were black with yellow pupils.

The third and final figure is a small Pegasus filly whose coat was all salmon-pink, she had auburn eyes, and her mane and tail were cyan-colored and curly as well. She also had freckles on her cheeks and a cutie mark on her flank in the shape of a Rook chess piece.

The Null Void criminals looked at the images and had some mixed feelings. The first and second figures looked a bit intimidating, but the third one thought….she didn't look that impressive, especially to Aggregor. “The ones you see before you all are known as the Legion of Doom, led by the fool who thought it would be funny to impersonate me.” He then used his magic to make the image of the first figure grow a bit. “The first figure is known as Queen Chrysalis, the former queen of the Changeling species. Her power is shapeshifting and sucking out the emotions of other ponies.”

Zombozo looked at Chrysalis and smirked a bit. “Hmmm, interesting. She could be useful.” He said with a smirk on his clown face.

Grogar then had the image of the centaur grow a bit. “This one is known as Tirek, once the former prince of his homeland. He has the ability to take and absorb powers from other creatures, making him stronger in the process.”

When Aggregor heard about energy absorption, he immediately began to wonder just how powerful the creatures were of this land. If they were powerful, then it would be very useful for him to expand hsi arsenal, especially since he has his other powers thanks to Kevin. Maybe….just maybe….he could absorb this Tirek guy as well….but he would have more time to plan it all out.

“And finally…Cozy Glow.” Grogar explained as the image of the small filly grew a bit.

“Doesn't seem that tough.” Albedo said with a roll of his eyes.

Grogar then sighed a bit. “Not really, but she got powers when she used my bell.” He said as the images then turned to see them all into stone. “But then they got defeated by a certain group of ponies and turned into stone.” He said the criminals saw the stone statues.

“And the ponies who defeated them?” Grogar said as he then projected an image of Twilight Sparkle and her friends. “Twilight Sparkle, the Princess of friendship and the eventual ruler of Equestria, alongside her friends, Rainbow Dash, Applejack, Pinkie Pie, Fluttershy, Starlight Glimmer, and finally, the dragon Spike.”

The criminals were looking at these ponies with some interest and seemed to be strong. “Now you are all wondering why you're here.” Grogar said. “You see, I foresaw something in a vision I had, saying that a hero wearing an alien device was coming to Equestria to stop me.” The image then showed Ben Tennyson smiling, and the Null Void criminals glaring hatefully at the young boy. “I have gathered info on him and your world, and I know you have dealt with him before….that is why I summoned you all here.” Grogar then turned to face them again. “You help me defeat Twilight Sparkle and her friends, and help me conquer all of Equestria, and I will help you get rid of this boy and give you the power to control your world as well.”

Aggregor was thinking it over. Not only would he finally get rid of the boy, but he would also gain the power to control the entire universe. But why stop there? With the Thai world egin full of strange powerful creatures, perhaps he could easily use his powers to absorb them and he could take the powers for his own. Maybe…if he could plan this right, he could eventually overthrow this ram creature, take his powers and this Equestria world will belong to him as well!

But for now, he would have to play his cards right and he smiled at the ram. “I will assist you, anything to get even with that boy.”

Albedo then shrugged his shoulders. “Tennyson has made a mockery of me for the last time! I will have my revenge on him!”

“Move out of the way boy!” Animo said. “I will get dibs on him! And with these creatures…I can perform experiments and see what more they can do!”

Zombozo smirked. “This will be fun. Count me in too.”

Grogar then smiled at them all and chuckled darkly. “But first, we plan out our attacks, we can't just go barging in. We need to play things smart.”

“Perhaps we could try to turn them against each other?” Albedo suggested, but Brogar shook his head.

“I have seen that be done and fail, it will never work.” He said as he then looked around in thought, how were they going to do this? “Hmmm..I wonder.” He thought.

“I have an idea!” Aggregor said to him. “Those three creatures who got turned to stone. Perhaps we could get them out?” He suggested. “And since you are in fact the real deal, you show your power, we show ours. And we prove to them that we are not to be played with.”

Grogar then took Aggregor's words to heart and smirked. “Not a bad idea. The statue they were turned into is located in the Ruins outside of Ponyville, one of you go and get it and bring it back here.” He said to them,

Albedo smirked. “On it,” He said as he then lifted his hoof and intended to activate the new Omnitrix on his wrist but Grogar stopped him.

“There will be no need for you to transform just yet.” He said to him, “Just get to the ruins, find the statue and I will summon you back here.”

“And how will you do that?”

Grogar smirked. “Did you forget about my magic?” He asked. Albedo simply shrugged and he then took off, leaving the others behind.

“As for the rest of you. Zombozo,” Geogar said to the clown. “You feed on fear and happiness, right? Well, let me use my magic to get you your equipment back, and let's see what we can do about getting you the fear you need.” He said.

“Yes, that would be delightful indeed.” Zombozo said with a dark smirk. “But how will I use any of them when I don't have any hands?” He asked.

But Grogar ignored him and turned to Animo. “Ponies are not the only creatures here in Equestria, I will also use my magic to get you your equipment, and I’m sure you can use it to experiment on any creature you like.” He said.

Animo then grinned at this, not only as he was in another world where he would finally defeat Ben Tennyson put in a new world with other creatures that he could control. “Ok then.” He said.

Finally, Grogar turned to Aggregor. “I have read that you can absorb other powers and DNA of other creatures.” The ram then smirked. “How would you feel absorbing the powers of Unicorns, Dragons, and others?” He asked.

Aggregor then smirked. “That would be nice indeed.” He said with a grin. “And I’m assuming we will need to not attack this Twilight or her friends right now then, right?”

“Not yet,” Grogar said to him. “We still need to plan things out more. We need to play things smart.” He said as he and the others started getting down to business.

Aggregor kept on thinking about this world. Just how many creatures could he absorb to get power? He just had to know, and he was wondering…if he were to somehow get Grogar out of the way….No, no it had to wait. Not now, those thoughts will be for later. Now all he had to do was wait and stick to the plan.

(Eyecatch featuring Grogar and Aggregor standing together and smiling evilly.)

(Eyecatch featuring Dr. Animo looking at pictures of the Mane Six, Spike, Starlight Glimmer, and the Cutie Mark Crusaders and smiling with maniacal glee.)

Ruins

Albedo was then transported to a large area, and as he looked around, he guessed that it was the ruins that the ram was talking about, what with the broken pieces of rock and all of that, and broken pillars as well.

“Ok, so if I were a statue…where would I be?” Albedo asked as he trotted along the grass, it still took some getting used to since he was not used to this new form of his. “I swear, once I leave hsi world the better, and hopefully this ram will return me to my Galvan form!” He exclaimed.

As he continued to troll along, his sights came across something, there was a statue, a statue that was carved out to look like three creatures, as he walked up to it he wondered if this was the statue that Grogar was talking about.

“Get to make sure first.” He said as he then remembered the images and looked at the faces of the creatures of the statue very closely, just to make sure his mind was playing tricks on him. After a few minutes, he smirked. “Alright, I got them.” He said with a smirk. But then his smirk turned into a frown. “Now how am I going to get back…”

“*GROWELL*” Albedo then heard something and turned around to see a large set of creatures made entirely of wood coming up to him, growling. But for the villains, these did not look intimidating to him.

“The heck kind of creatures are these?” He asked, but then rolled his eyes. “Well, whatever, I’ll take care of these freaks right now.” He said as he then raised his leg and used his hoof to activate his Omnitrix. “I will thank Grogar for making me a new Omnitrix though when I got summoned here.” He said as he then looked through and spotted the lien he was going to use. “Perfect,” He then glared at the wooden wolves. “Alright doggys, get ready to burn!” He said as he slammed the dial and was engulfed in a red light.

Standing in his place was a humanoid alien with a body covered by dark reddish brown volcano rocks, underneath was a super hot plasma body that was a red-colored fire. His feet were also slightly oval shaped with only two toes and one back toe as well, his face was merely musk-like as the fire underneath it also acted as his head and hair, going in flames with no visible ears or nose. And the Omnitrix dial was at the center of his chest, but rather than green, it was red colored. This was Hearblast, the Omnitirx’s sample of the Pyronite species.

“Hmm, interesting.” He said as he looked at himself, “I don't think I transformed into a Pyronite before.” Heatblast said with a grin. He then turned to the wooden wolves and glared. “Alright, prepare to burn.” He said as he then extended his hands, causing a large torrent of fire to blast out and launch themselves at the wolves.

All of them were immediately turned into nothing more but smoldering ashes. Heatblast smirked and pressed the dial on his chest, turning him back into Albedo. “Heh, if the creatures in this world are as weak as these wooden things, then this is going to suck. Well, anything to do to get rid of Ben Tennyson, that's for sure.” He said, but then he and the statue had up and vanished.

Underground Lair

Albedo and the statue were then summoned back to the lair, and appeared in a puff of smoke. It took Albedo to get used to it, but he couched and shook the dizziness off. “Woah, what a ride..” He said.

“So, you found them.” Grogar said as he and Aggregor were approaching the statue, and when Albedo nodded. Grogar smirked. “Perfect.” He said as his horns grew a bit and had him looking right at the statue.

The others then gathered around, looking a bit confused as to what the ram was doing, but then a light beam shot out of his horns and it hit the statue, and when that happened, something amazing happened. The statue then began to crack a bit, and the creatures that formed the statue were beginning to break out of their prison.

After a few minutes, the three of them immediately fell onto the ground in a thud. These three were Queen Chrysalis, former Changeling queen, Tirek, and Cozy Glow. Together, these three villains attempted to destroy Twilight and rule all of Equestria, but they were stopped, and now…they were broken out.

“W-what happened?” Cozy asked as she rubbed her sore head with her hoof. “Last thing I remember was-”

“Well, what do we have here?” Zombozo asked, his creepy grin on as he got close to the young filly, when she saw him she just stood there for a moment.

“AAAAAAAAAAAAHHH!!” Cozy screamed, she screamed so loudly that it shook the entire cavern. “CREEPY CLOWN!!” She screamed as she then attempted to fly away, but was immediately stopped by Grogar, who used his magic to also encase Tirek and Chrysalis, who had by now begun to stir as well.

“Wh-what is going on?” Tirek began to ask, but-

“SILENCE!!” Grogar roared in a fury, making three villains )even the ones from the Omniverse) jump a bit.

“Wait!” Chrysalis said, beginning to see Grogar for the first time. “You….you-”

“Yes, I am Grogar.” The ram said to them. “And before you try to do anything, I will assure you. That I. Am. The. Real. Deal.” He said those five words with dark tones in his voice, making the three flinch and shiver a bit. “Now, you're going to listen and listen well.” He said as he stopped using his magic, making three villains fall again. “I understand that you had tried to eliminate Twilight Sparkle and her little friends. Even if that pathetic Lord of Chas impersonated me.”

Grogar then smirked at them. “As you see, I brought along some other villains as well.” He pointed his hood over to Aggregor and the others, who smirked at them. “With their help, we will finally be rid of Twilight Sparkle, and Equestria will be ours!” He said.

“Oh, and don't even think of trying to betray any of us.” Aggregor said with a dark smile on his face.

“Do it, and you will regret it.” Zombozo said with a sneer, making Cozy ‘Eep’ and hiding behind Tirek who looked withered from no energy.

Chrysalis, while still shaken by what was going on, took a good look at the others standing before her, she could see that some of them were incredibly powerful, especially the man with long black hair. Maybe they could be the key to getting rid of Twilight. Tirek, and Cozy thought the same.

“Alright!” Cozy said as she jumped in the air, and landed on Albedo's back. “I will take great joy in seeing Twilight fall!”

“GET OFF ME, YOU HORSE CREATURE!” The shapeshifter yelled. Making Cozy glare at him and get off with a 'hmpf'

Tirek, despite being withered, smiled. “Yes, I will do it!”

“As will I!” Chrysalis said. Grogar smirked.

“Good, now listen to all of you!” He said, making the villains gather around him. “From here on out,we are all working together, no backstabbing or anything, because of that does happen….you will regret it, got it?”

“Yes!” They said together.

Grogar smirked. “Good answer. Chrysalis, Tirek, Cozy Glow! Aggregor will update you on everything, everyone else, let's get to work!” He said as every villain left afterward. Grogar then smirked. “Fools, a lot of them.” His mind then flashed to a certain purple-colored Alicorn princess and a human boy with a watch on his wrist. “Twilight Sparkle, Ben Tennyson, you will both fall."

Tour of Ponyville

Author's Note

Hey guys and doll, so I have returned with a new chapter for you guys.

Sorry if it took me longer than before, lots of stuff is happening in my life and it's making me stressed a bit,

So about the shipping. I have been thinking it over and well....sorry to say this but I'm going to go back to the original idea and not ship Ben with anypony here. Since is a human at heart and all that jazz. Sorry everypony

But I am having some ideas for a Ben 10/Equestria Girls crossover at some point, so shipping might happen there.

Ben 10 belongs to Man of Action and Cartoon Network

My Little Pony: Friendship is Magic belongs to Lauren Faust, The Hub, and Hasbro.

Tour of Ponyville

Castle of Friendship

“Woah, that was some party yesterday.” Ben said as he groggily got up. Yesterday was a good time for him, he met some new friends, and even one of them decided to throw him a welcome party. Even though he didn't expect it, it was very nice of Pinkie to do such a thing for him, especially since he is not of this world.

But he was still a bit nervous. He had no idea where Aggregor or the others were in this world and the whole legend was large. They could be anywhere here! He was going to have to ask Twilight about any possible areas.

He trotted a bit downstairs to see Twilight and Spike getting breakfast together, and when the lavender alicorn saw him, she smiled.

“Good morning Ben!” She said to him, “I hope you're hungry.”

Ben smiled. “Great, I'm starving!” He said as he then made his way toward the table and sat down along with Twilight and Spike. “Mmm, pancakes.” He said as he licked his lips as he and the others began to dive in, of course, it was slightly difficult for him to do so since he had hooves and not hands.

“So Ben,” Twilight said to him. “What is your world like?” She asked, trying to get to know him a bit better.

Ben stopped eating and smiled. “Well, there are humans, obviously.” He said, making Twilight giggle and Spike snicker a bit. “But there are a lot of aliens too. Creatures from other planets outside of the galaxy.”

Twilight and Spike both looked very intrigued, they would hope to meet one of these aliens eventually. “So hey,” Spike said to him. “How did you get your watch anyway? I don't think we ever asked.

Ben smirked. “My little dragon friend, that is a story I feel like I should tell everybody present, and it's a long story.” Twilight looked at the device on his wrist and raised an eyebrow.

“Now…your Omnitrix….it lets you take the form of many different of those alien things like yesterday?”

“Yep,” Ben said with a smile.

“Interesting, and do they possess anything special?”

“You mean powers? Well some have super strength, super speed, some have elemental powers, etc.” Ben said with a shrug as Twilight looked even more amazed by the capabilities of his transformations.

“Do some have fire powers?” Spike asked with hopeful eyes, and his answer was given when Ben turned and smiled at him. “Wow, I want to see them!”

“Just calm down dude,” Ben said. “You'll see soon enough.” He said with a smirk. And they all continued to eat their breakfast.

“Twilight,” Ben said to her. “These are the best pancakes I ever ate in my life.” He said with a smile, making Twilight slightly blush a bit.

“Oh stop,” she said to him, making all of them chuckle a bit.

“So Ben, where do you want to go today?” Spike asked him. “You know, since you are here, you need to be given a tour of Ponyville and-” but Spike stopped and made a face as if he was about to puke or something, making Ben look worried.

“Spike, are you ok?” Ben asked with concern, but then...

“*BURP*” Spike then burped out some green flames that turned into a letter, making Ben look amazed.

“Wow, so you can get a letter by burping? Cool, kinda weird, but cool.” Ben said.

“Well,” Spike said with a smile. Twilight rolled her eyes and used her magic to open the letter to read it.

“Good,” Twilight said as he looked at Ben. “Celestia already informed the other kingdoms and towns around Equestria about your enemies, and if any of them are in the area, she will send us a letter detailing what the situation will be.”

“Well, that’s good…I guess.” Ben said, a bit unsure and Twilight noticed. “I mean from looking at the map, it would take up pretty much hours or days to get to where we need to be.” but then his eyes went wide. “Oh wait, I forgot I got some aliens that can go super fast. So we should be good.”

“I can't wait to see more of them,” Twilight said.

“I can't wait to see the fire ones!” Spike said, with Ben and Twilight chuckling at the young dragon's words.

“So, you're a princess huh?” Ben asked Twilight, who nodded her head. “So does that mean your daughter Celestia's daughter?” That made Twilight choke on her pancakes a bit and for Spike to laugh, but Ben looked concerned. “Was it something I said?”

“No, you're good,” Spike said to him. “But you're not the only one who thought of that, but no, Celestia is not Twilight's mother.”

“Oh? But isn't Celestia the Queen of Equestria?”

“Well-”

“She is the ruler, but we use the Princess title and not Queen,” Twilight said, getting her voice back. “I don't know why, but still, we just use princess.”

“Huh, interesting,” Ben said. So they use princess terms and not queen? Kinda weird, but there was no point in arguing… “But still, I guess that means you're going to take up the throne and rule Equestria then?”

“Yea…someday,” Twilight said to him. “I was going to get it done, but we had some…issues with some enemies of ours, so I decided to hold off on the coronation to spend time with the greatest friends in the world.” She said,

Ben smiled. “I guess you, Spike, and the rest of the girls are all close huh?” He asked.

Twilight smiled and nodded her head. “Yep, they are more than just my friends, they are my family. Spike, in particular, I hatched his egg.”

“Really?” Ben asked Spike, she smiled and nodded his head. “So does that technically make you Twilight's son or something?”

Spike shook his head. “Well not really, sure she has the qualities, but she is more like a big sister to me.”

Twilight smiled at Spike and so did Ben. “I hope I get to see more of your friends and family…if we get time for the course,” Ben said with a smile.

After a few minutes, their breakfast was eaten. “Well, that was pretty good,” Ben said, using his hoof to rub his stomach. “So, are you going to take me on this grand tour of yours?”

“Yep, follow me!” Twilight said as she and Spike began to lead Ben out of the Treehouse.

Ponyville

Twilight and Spike Lee were through the town of Ponyville, everyone present was smiling and waving at him. The reason was that they were all at his welcome party last night.

“This is a really nice place, Twilight.” Ben said with a smile as some ponies said hello and waved at him, to where he waved back with a smile.

“Thank you, Ben.” She said with a grin. “I got an idea, let's go to Sugarcube corner,” She suggested. “Pinkie Pie said that she was baking something for you.”

“Really?” Ben asked with a shocked tone. “Man, she is really spoiling me for some reason.”

“Well, that's Pinkie for you.” Spike said to him. “Always happy to meet new faces and make sure they’re happy.” As they kept walking, they came across a sweet shop that almost resembled a gingerbread house, the sight made Ben's mouth water a bit.

“Please tell me that isn't an actual gingerbread house.” He said. “I’m trying to resist the urge to eat it.”

This made Twilight and Spike laugh a bit. “No, it’s not a gingerbread house, c’mon, let's go in.” Twilight said.

The sweet smell of confectionery and other baked goods filled Ben’s nostrils and made his mouth water a bit when they went through the doors.

“Man, I just got done eating breakfast, but the sweet aroma is making me more hungry.” He said as Twilight giggled.

“Oh, hello there.” The three turned to see a female Earth pony with very light cerulean fur, wore a yellow apron with pink wings on the front, and her mane and tail were colored light crimson with pale, light, gray stripes on them. She also had on pink earrings, and her eyes were Brilliant rose-colored. This was Mrs. Cake, the owner of this fine establishment, along with her husband. “Are you that Ben person Pinkie told us about?”

Ben smiled. “Yep, that's me.” He said to her, “I was told that Pinkie was baking something for me?”

“Yes I am!” Pinkie says, coming from…somewhere? Making Ben jump a bit.

“The heck did you come from?” He asked with eyes wide as saucers. But Pinkie giggled.

“I have always been here, silly willy!” She said, ruffling his head. “I wanted to bake you something as my way of saying welcome! And I got lots of other goodies as well, I was thinking of a picnic! What do you think?”

“I think a picnic sounds wonderful Pinkie.” Twilight said with a smile. “I'll go tell the rest of the girls and meet back a little later.”

“Okie-dokie Loki!” Pinkie said with a big grin. “Ben, I’ll make sure to bring your baked goods there.

Ben smiled. “Thanks, Pinkie, and nice to meet you, ma’am.”

“You too.” Mrs. Cake said with a grin. “Come on in any time.” Twilight, Ben, and Spiked waved as they left the shop.

Rarity’s Boutique

Twilight and the two boys were now making their way to a place that looked something similar to a palace. “Next is Rarity’s boutique.” She said as she led Ben inside, and it looked amazing, the place was decked out like a designer's hall, from dresses and fabric to much other stuff.

“So I take it, she works as a seamstress?” Ben asked with a raised eyebrow.

“Well…sorta, she is more like a fashion designer.” She said as Ben looked around the place in awe.

“Wow, she designed all of these?” Ben asked. “I might have to ask her to design something for me then.”

“Hello?” Spoke an elegant, familiar voice. “I’ll be right there!” She called out as then the elegant Rarity then entered the main area, with her wearing glasses, and when she saw who it was she smiled. “Oh, Twilight, Spike, hello. And hello to you Ben.” She said with a smile.

“Hey Rarity.” The three said simultaneously, but then they realized what just happened. “Jinx! Double jinx!”

Rarity giggled. “Well then, how are you all today?”

“Doing great, we were all going to have a picnic later, and we wanted to let you all know about it.” Twilight said with a smile.

“A picnic? Sounds delightful.” Rarity said with a grin. “I will see if I can make it, I will bring some drinks for us all.”

“Great,” Ben said with a smile.

“And Ben,” Rarity said to him. “Since you are new here, if you ever need something fashionable, just let me know and I will be in the house.” Rarity said with a flip of her mane, making Ben smile.

“Thanks, Rarity.” He said.

“Hey, Rarity.” Spike said to her. “Do you need any help with something?”

Rarity smiles down at the young dragon. “Sure, you can help me with some stuff Spikey-Wikey.” She said with a smile.

Fluttershy’s Cottage

“So,” Ben started as he and Twilight walked to the cottage. “I’m guessing Spike has a thing for Rarity huh?”

“Well,” Twilight began. “He used to when we first came here from Canterlot. But for some time now, he has been rather…not so interested. If you ask me, I’m glad he is moving on from her.”

“Yea, he seems a bit too young for her.” Ben said as he and Twilight were approaching the cottage. “So whose palace is this?” He asked.

“Fluttershy’s,” Twilight said as they approached the door, and Twilight used her left hoof to knock on it. “Fluttershy! It’s me and Ben.”

“Come on in!” The meek pony’s voice called from the other side and Twilight used her magic to open the door. When they entered, Ben was greeted by the sight of a nice cozy home that would make anyone jealous.

“Oh, Twilight, Ben, hello.” Fluttershy said with a grin on her face. “Hey Rainbow Dash, Twilight, and Ben are here!” She said, and they were greeted by the blue pegasi who smiled and Twilight but scowled a bit at Ben.

“Well if it ain't Mr. Superhero.” Rainbow Dash said to Ben with sarcasm, making Ben glare at her slightly.

“Well, if it ain’t Skittles.” Ben shot back, making Rainbow Dash glare at him.

“Ok, let's not start you two.” Twilight said, coming between them.

“She started it!” Ben said as he pointed his hoof at her. He looked at it and raised an eyebrow. “I need to get used to not having fingers…” He muttered.

Rainbow Dash stuck her tongue out at him and turned her head away.

“Oh…well…what is it you need?” Fluttershy asked, trying to break some of the tension a bit.

Twilight smiled. “Well, I figured that we should all have a picnic together later. Pinkie Pie, Rarity, and Spike are down for it. What do you say?”

“Oh, that would be nice. I just need to finish feeding my animals first and I will meet you all later.”

“Oh, you have pets huh?” Ben asked. “You want us to help you feed them or something?”

Fluttershy smiled and shook her head. “Thank you for offering, but Rainbow Dash is already going to help me, I don't wish to trouble you.”

“Oh, well, maybe next time then? And hey,” Ben said, getting her attention. “If you need some help with anyone, do not be afraid to ask me, I am a hero after all.” He said with a smile while ignoring Rainbow Dash's eye roll.

“Well thank you, Ben.” Fluttershy said with a faint blush on her face. “I really appreciate that. We will see you all later.” She said with a grin, and with that, Twilight and Ben took their leave.

“Poser,” Rainbow Dash scoffed as Fluttershy turned to her and gave her a disapproving look.

“Rainbow Dash, why are you acting like that towards him?” She asked. “We just met him, and he is so far a really nice pony.”

Rainbow Dash looked at her and sighed, she was right. It wasn't the fact that she hated him, heck so far Been seemed like a cool dude, but there was just something aching that made her a bit uneasy though. “I got my reasons.” She said, not wanting to prove anything, but Fluttershy sighed and shook her head.

Sweet Apple Acres

Twilight then led Ben to Applejack's home and work area, Sweet Apple Acres, where the apples were harvested.

“Woah!” Ben said, hsi eyes wide at all the apple trees in the area. “That is a heck ton of apples!”

“I know, that is where Applejack and her family work to get the harvests in. They have the best apples in all of Equestria.” She said,

“Sweet, I bet they’re really good.” The stallion said with a grin.

BAM

The sound of a beam got the two horse's attention and turned to see Applejack raising her back hooves and kicking one of the trees, making all the apples fall down into wooden baskets.

“Woah! Ben said with awe. “Such strong legs.” He said, but then he immediately closed his mouth and turned to twilight who was looking at him. “Was that weird of me to say?” He asked, nervous that he said something inappropriate.

Twilight however smiled and shook her head no. “You're good, she is pretty good at apple bucking.” Ben looked at her and raised an eyebrow. Booking? What's that?

As Applejack collected the apples, she took notice of Twilight and Ben and smiled. “Howdy Twilight, Ben.”

“Hey Applejack.” Twilight and Ben said in unison. “Are you busy today?” Twilight asked her.

Applejack nodded a bit. “Sorta, I still have to buck some of these trees here, then I need to help Big Mac plow some of the fields.

“Do you need any help?” Ben asked her. “Because I can if you need it.”

Twilight gave him a look as if to say ‘are you serious?’ “You do, you do forget that I’m here too right?” She asked.

Applejack chuckled. “Naw, Big Mac and I can handle the rest, maybe some other time though. Thanks though.” She said with a smile.

“Well ok then, as long as I’m here, I'll help any of you guys out with anything,” Ben assured her.

This made Applejack smile and nod her head. “Ok then, I’ll see y’all later then.” She said, and with that, both Twilight and Ben took their leave.

Ponyville

As Ben and Twilight made their way back, Twilight then realized something. “Oh, I just remembered, I need to go sort some books out at the castle.” She then sent Ben a face that said ‘I’m sorry “Sorry Ben, do you think you will manage on your own for the time being? She asked.

Ben nodded his head. “Sure, not a problem.” He said to her with a grin, and Twilight smiled and began to make her leave.

“I’ll find you later and we can all go for the picnic.” She said to him as she waved Ben did the same and she took off. Leaving Ben behind.

“Ok….so what do I do now?” He asked himself, he looked around and saw that nobody, in particular, was in trouble or anything, so he simply shrugged. “Huh, it's strange, for some reason, I kinda almost feel as if Twilight sounds like me when I was younger…I wonder why.” As he wondered, he shrugged his shoulders.

“Excuse me,” Ben turned around to see an Earth pony approaching him. She had a pale, light grayish amber coat, with her mane being Light cornflower bluish gray with a light streak, she also wore glasses and had Moderate phthalo blue eyes. This was Mayor Mare, the mayor of Ponyville. “Are you Ben Tennyson?”

“Uh, yea, who's asking?” He asked.

Mare smiled. “I’m Mayor Mare, the mayor of this community. I heard of a new pony in these parts and I just wanted to come over and greet you.”

Ben smiled. “Oh, ok. Sorry if I was rude.” He said as he and she shook hooves....somehow/

“No fret. I just wanted to welcome you to Ponyville.” Mare said as she then began to trot away.

Ben smiled as he saw her go. “I could get used to this.” He said. As he began to walk around, he was greeted by some of the ponies there, even some of the females commented on how cute he looked, which made him blush a bit.

“Well, while the rest are getting things together, I should go meet at the spot.” He said as he walked away.

(Eyecatch featuring Heatblast and Spike unleashing a combined fire attack on some Timberwolves

(Eyecatch featuring Twilight and Gwen Tennyson talking about books, with Ben, Kevin, Spike, and Rainbow Dash in the background rolling their eyes.)

Saddle Lake

While he was waiting for the others, he was beginning to try to wonder where in this place his enemies could be at. It was a bit hard to decide.

“Knowing Animo, he would definitely want to experiment on the many creatures of this world, specifically the dragons…Albedo would want to scan the other creatures here, but I doubt it since his Omnitrix was taken from him when he was sent to the Null Void.”

But the two that worried him the most were Aggregor and Zombozo. “Zombozo could absorb all their fears, and it wouldn't be pretty, and Aggregor…well he would be a serious threat if he were to get his hands on the creatures here, but I have no idea how to prevent it since I have no idea where they are.”

Ben sighed a bit. “I’m just going to have to play it by ear…” He said as he sighed. This was going to be very difficult for him to figure out.

“Ben!” The stallion in question lifted his head and turned to see all the girls (including Spike) coming over with baskets of food, and he smiled.

“Hey guys, there's plenty of room!” He jokes, making the girls laugh a bit. After a few minutes of setting everything up, they all began their picnic, and while they were going to talk about themselves, the one thing on everybody's mind was Ben. Like where he got his Omnitrix, and what his story was.

And by some coincidence, Twilight asked him those very questions, and Ben smirked. “Ok, let me explain, it's a very long story.” He said to them, “You see, it all happened around 7 years ago, it was during summer vacation and I went on a road trip with my Grandpa Max and cousin Gwen.” He explained.

“Ooh, traveling? Amazing!” Pinkie said with a grin. “Did you go to lots of places?”

“Yep,” Ben said with a smile. “Anyway, on the first night out, I got into an argument with my cousin, so I went to blow off some steam by taking a walk, but then to my shock, there was a shooting star in the sky.”

“Oh, did you make a wish?” Spike asked as he took a bite from his sandwich.

Ben chuckled a bit. “Well Spie, I really wanted to, because then the shooting star then began to plummet right? So when it landed, I went to go check it out, but it turns out, the star was actually some sort of space pod, and inside was the Omnitrix.”

So fat the group was all intrigued by the story. “And so you just took it?” Applejack asked him.

Well, at first I thought it was a simple watch, and when I reached out to grab it, it immediately jumped and attached itself to my wrist.” He said as he got some perplexed looks from everypony. “I know it sounds weird, but it’s what actually happened. So anyway, the first alien I turned into was Heatblast, he can control fire.”

“You still need to show me that form!” Spike said with excitement, making some of the girls roll their eyes and Ben to smile.

“I will dude, but anyway, yea at first I was freaking out about it but then I got comfortable after realizing it was me…so I tested out my newfound powers and…well…” He said.

“Darling, are you ok?” Rarity asked.

“Yea….it's just…I got so excited with my power I kinda….well….burned the entire forest down.” He said sheepishly.

“THE WHOLE FOREST?!” The ponies yelled loudly, making Ben and Spike wine a bit.

Fluttershy was the most horrific however since she was an animal lover by heart, she began to worry about the poor animals who might have perished in the fire.

“Well yeah,” Ben said, but he then looked at Fluttershy and raised his hoofs. “But no one got hurt, not a single animal was hurt in that fire!” He said.

“N-no one?” Fluttershy asked, a tear going down her eye, not believing him.

“I promise, not one single animal.” He said to her, it made her feel a little bit better, and she stopped crying a bit.

“But yea. But as I said, it was the first time I used it, plus I was a kid, so I was young and stupid.” He said to them, “But it was the beginning of a fun, adventurous, and dangerous summer ever.” He said.

“Hey Ben, I think you explained to me and Spike a bit last night about how you stopped an invasion or something?”

“That's right.”

“Wait, what?” Rainbow Dash asked with a raised eyebrow. “I find that hard to believe.”

“Believe it, Skittles, because it happened,” Ben said. So he went on to explain to him about how he saved his planet from the Highbreed invasion, and how he used his Omnitrix to save them by using the Omnitrix to shuffle their DNA, effectively saving their species.

To say the least, the ponies were just amazed, even Rainbow Dash was just speechless. This young man saved an entire species and saved them too? Just what was he?

“Hey, Ben?” Twilight asked, snapping out of her shock. “When did you say you got your Omnitrix again?”

“Around 7 years ago.” He said.

“And how old are you currently?” She asked him.

“17.” He said, and it shocked everypony there, but when Twilight was thinking about it, she got more shocked.

“Wait….Ben….you were 10 years old when you got that thing?”

“Yep.” Ben nodded, not finding it to be a big deal. “Been dealing with evildoers since then.” He said.

This made everypony present even more shocked, it was hard enough processing that this teenager took on an alien invasion. But to find out that he has been doing Thai since he was 10 years old? They haven't even been protecting Esquestia for that long!

“So…um.” Applejack started. “Can you show us more of those forms of yours?”

Ben nodded. “And since he has been begging me to show him, I’m gonna start with one of my fire aliens for Spike.” Ben said as he activated the Omnitrix.

“Wow!” Pinkie and Spike said as they saw en scrolling through to see which one he can use.

“Here we go!” Ben said with a smile as he slammed on the Omnitrix dial down and flashes in green light. When The light vanished, standing in his place was a humanoid alien with a body covered by dark reddish brown volcano rocks, underneath was a super hot plasma body that was an orange-colored fire. His feet were also slightly oval shaped with only two toes and one back toe as well, his face was merely musk-like as the fire underneath it also acted as his head and hair, going in flames with no visible ears or nose. And the Omnitrix dial was at the center of his chest. This was Hearblast, Omnitirx’s sample of the Pyronite species.

“HEATBLAST!” The Pyronite shouted, everypony there looked at him with shock, but no one was more shocked and surprised than Spike.

“Wow! So amazing!” Spike said as he flew around looking at the figure in front of him. “Does he have fire powers? So cool! You got to show me, please, please?” but his pleas were stopped by Twilight, who used her magic to bring the young dragon back to her.

“Easy Spike,” Twilight said to him, but then the young dragon pouted a bit. Heablast smirked and slammed the dial on, turning him back to Ben.

“Let me explain more.” And he went on about how his crime-fighting had him tangle with the likes of his arch nemesis Vilgax, and many enemies such as Animo, Albedo, the Negative 10, Daigon, Malware, Maltruant, and he even explained to them how he recreated the entire universe from beings that destroyed it as well.

If the Highbreed invasion didn't make them gasp, then the fact that he basically recreated the UNIVERSE just made them even more shocked.

“Ben, darling.” Rarity said with a shocked tone. “I think I speak for everypony here by saying, we are glad that you're on our side.” She said,

“Ben, you are so amazing!” Pinkie Pie and Spike said with stars in their eyes.

“Dang, that is one long list of accomplishments of yours Ben.” Applejack said with amazement in her eyes.

Rainbow Dash, while a bit jealous, couldn't help but be amazed as well. “That's all pretty cool! But I still think I am much faster than any of thso eleins you got on you.” She bragged as she turned her head away. Ben rolled his eyes.

“I’m not even going to comment.” Ben thought. So this was all about jealousy huh? Ben thought that maybe he should sit down with her and talk about it. Since he was going to be in this world for a while, he figured it would be better for them to be friends.

“Well, Ben,” Fluttershy said to him. “From what you have done, you really are a hero.” She said with a smile.

Ben smiled. “I mean sure, I handled lots of villains, but I wouldn't have defeated them without my friends back at home.”

“Tell us more about your friends,” Twilight said to him.

“Well, there’s.-

“HELP!” Ben was interrupted by the sounds of screaming and it made the entire group turn their heads to see that it was coming from nearby.

“Someone needs help!” Twilight said as her wings sprouted. “Ok everypony, let's go!” She said as she and the rest of them took off.

CMC Saved and the Race

Author's Note

Hey, sorry for the log delay everybody, with my grandmother passing, it was really hard, and not only that, we had Christmas and it was just a bit more heartwrenching and stressful for us.

but I'm here now, and I'll do my best with updating, the issue is that I work a 10hr shift, ranging from 5:30 am to 4:00 pm, so if the story has slow updates, its because I'm exhausted and trying to get my energy back. I'm not a fan either, but I need to help support the family you know?

Anyways, let's sit back, relax, and see what our heroes are doing!

Ben 10 belongs to Man of Action and Cartoon Network

My Little Pony: Friendship is Magic belongs to Lauren Faust, The Hub, and Hasbro.

CMC Saved and the Race

Saddle Lake

Ben, Spike, and the girls all made it to where the screaming was coming from, and it was a shock to them as three fillies were surrounded by some weird-looking creature. The first filly was a small earth pony with a pale coat, but with a light grayish olive color, and both her mane and tail were Brilliant Amaranth, her eyes were Brilliant gamboge color, and the bow she wore was colored Light crimson. The Cutie Mark she had on her flank was an Apple on a red, pink, and purple shield. This was Apple Bloom, Applejack's little sister.

The second filly was a Unicorn with a light gray coat, pale eyes, and a light grayish harlequin, and her tail and mane were curly grayish mulberry with pale, light grayish rose streaks. Her Cutie Mark was a star and musical note on a red, pink, and purple shield. This was Sweetie Belle, Rarity’s little sister.

The third and final filly was a Pegasus with a Light brilliant gamboge coat, her eyes were grayish purple, and her mane and tail were moderate cerise color but her name was short as well as her wings. Her Cutie Mark was a lightning bolt inside a red, pink, and purple shield. This was Scootaloo.

Together, these three fillies were known as the Cutie Mark Crusaders, always helping some pony in need of finding their talent, which would grant them a Cutie Mark. At first, these girls formed the group as a way of trying to find their marks, but after many misadventures, these fillies got their marks, but not in the way they expected. Nonetheless, they were happy to help ponies find their own.

Anyways the girls were being cornered by a creature that looked very odd, being that the creature looked like a bear, but it also had a stinger on the bottom and had some insect-like wings as well.

“THE BUGBEAR!!” The girls shouted in unison. Ben however was a tad bit confused, Bugbear? What kind of creature was that? Spike was also thinking the same thing, Twilight told him about taking down a creature called the Bugbear, but he was not expecting it to look like that.

But then Applejack, Rarity, and Rainbow Dash immediately sprinted forward and got in front of the fillies, and stared hard at the beast.

“Stay away from our sisters, you brute!” Rarity shouted at him, but Bubear didn't look intimidated and just snarled at them some more.

“Big sis!” Apple Bloom said with a fearful look.

“Don’t worry girls, we’ll protect you.” Twilight said as the rest of the girls then got into fighting positions. “I don't know who you think you are, but you are going down!” The Bugbear responded by growling at them as his wings sprouted again.

“Hey Ugly!” The bugbear and the others looked at Ben, who stared hard at the beast. “You made two mistakes today. Mistake number one, messing with little kids. Mistake number two, ruining a picnic.” He said as he then raised his left hoof and activated his Omnitrix. “So get ready, because I'm ready to kick some flank!” He said as he then slammed his hoof on the dial and was engulfed in a green light.

When the light vanished, standing in his place was a blue jellyfish-like alien with white swipes on his body that resembled lightning strikes. The main body had three segmented skirt-like parts for its head, chest, and abdomen. He had six long pointed tentacles, his eyes were green, and the Omnitrix dial was on his chest. This was Amphibian, the Omnitirx’s sample of the Amperi race of the planet Tesslos.

“AMPHIBIAN!!” He shouted in a sort of disoriented voice, and Amperi looked at himself for a moment. “Huh, I was kinda going for Stinkfly, but I could work with this.” He said.

The ponies, dragon, and fillies looked with amazement. “Wow!” Spike and Pinkie said with stars in their eyes. The Bugbear glared though and roared and fellow right at it.

Amphibian then used his tentacles to grab hold of the creature and slam him into the ground, causing a small crater. “That's all you got Bug boy?” Amphibian taunted. The Bear however got out of his stupor and growls even more at the creature as he used all his strength to wrestle shi way out of the Amperi's tentacles, but he simply grabbed more of his tentacles and restrained the bear, and despite not having no visible mouth, Amphibian wasn’t amused.

“Wow, you are no match for me…it's pretty boring.” He said as he then shot out a burst of electricity from his tentacles, and it hit the BugBear, making it howl in some pain before finally passing out from the electricity. He didn't die, but the pain was unbearable. Amphibian let go of him and hit the Omnitrix dial on his chest, turning back into Ben.

Everypony there was a bit speechless at what just happened, but the ones more shocked were the Crusaders, but they were immediately star-struck. “Wow!”Apple Bloom said with stars in her eyes as the others approached Ben.

“Ben, that was amazing,” Twilight said with a shocked expression.

“I mean..” Fluttershy said as he looked at the downloaded animal with a solemn look. “Maybe you shouldn't have hurt him that much…”

Ben looked at her. “I was trying to protect the kids, what else was I supposed to do?” He asked.

“Who are you?” Scootaloo asked him.

Ben smiled at them. “Names Ben Tennyson.” He said. “What about you?”

Sweetie Belle smiled as Apple Bloom and Scootaloo stood by her. “I’m Sweetie Belle, the filly to my left is Apple Bloom, and the filly to my right is Scootaloo, and together. We’re the Cutie Mark Crusaders! Ready to find somepony find their talent and their very own Cutie Mark!” She said proudly as the other two stood proud as well.

Ben raised an eyebrow as the other ponies smiled a bit. “Apple Bloom is my little sister,” Applejack said.

“Sweetie Belle is also my little sister.” Rarity said.

“Scootaloo isn’t related to me but I see her as a little sis.” Rainbow Dash said with a smile as he grabbed Scootaloo and noogied her, making the filly laugh a bit.

Ben looked at them and smiled. “That’s cool.” He said with a smile.

“But can we just get back to the actual question?” Apple Bloom asked. “Like how the hay you did that? You turned into that jellyfish thing and took down that Bug Bear with ease!”

Ben looked at Twilight to make sure it was alright and she and the other girls smiled and nodded. “Well girls, you better come back to the picnic….because it's a long story,” Ben said with a smirk on his face.

“Picnic? Yay!” the CMC said in unison, making the boys and older girls laugh a bit and they began to walk.

“So, what were you three doing?” Rarity asked them.

Sweetie Belle looked at her. “We were just relaxing near the pond trying to catch some minnows when all of a sudden the Bug Bear came right out of nowhere and attacked us!” She said,

“Yea, we were just thankful for running into you, otherwise we woulda have been done for!” Apple Bloom said with a frown on her face.

“You don't have to worry, that thing has been knocked out so you girls are safe,” Ben said to them with a smile as they continued to walk back to their picnic.

Unaware though, they were being watched by a certain deranged scientist-turned-pony, Dr. Animo. He witnessed the whole thing and it piqued his interest.

“A Bear with the stinger of a bee? Why didn’t I think of that?” He asked himself as he then waited till the heroes were out of sight before he could go to the bear. When they seemed far enough, Animo finally then went over to the still-downed Bug Bear. “I should bring this thing back with me, the genes of this creature will pique my interest.”

After they got back to their picnic, Ben then began to retell his story to the CMC, and to say they were shocked was an understatement.

“A REAL SUPERHERO!!” They yelled in unison with stars in their eyes. Ben was pretty taken aback by this though.

“Sweetie Belle! Mind your manners!” Rarity scolded her, with the others agreeing.

“We’re sorry sis, but…but…”

“WE HAVE AN ACTUAL SUPERHERO HERE!!” Scootaloo shouted as she then began to scream with joy. This however made most of the others cringe a bit and block their ears with their hooves (or wings in Rainbow Dash and Fluttershy’s case.)

Ben smiled a bit, sure he was used to being famous back in his world, but this felt a bit different for some reason. He then finally placed his hoof on Scootaloo's mouth. “Scootaloo was it? I appreciate the enthusiasm, but stop screaming please.”

Scootaloo then put her hooves to her mouth. “I’m sorry, it's just so exciting!”

“I know!” Apple Bloom said. “I mean sure Twilight, big sis, and the others are famous too, but still.”

“I understand,” Ben said with a grin of his own. “Say Skittles,” He said at Rainbow Dash, who glared at him. “You said you wanted a race, right? Why don't we do it right now?” He said to her, Everybody then looked at the two of them with some nervousness on their faces.

But Rainbow Dash? She simply gave a cocky smirk. “Ha, sure thing, I’ll wipe you in the dirt!” She said to him,

“Oh? How do you know?”

“I know I can easily outrace whatever weird alien thing you got in that fancy watch of yours.” She said to him, but Ben smirked.

“Well then, shall we get started?” He asked.

“WAIT!!” Everybody turned to Pinkie. Who hollered very loudly. “Shouldn't we get more ponies involved? Like watching?” She asked them. “Because it would be so much fun, we can get everypony and they’ll be chanting whoever wins, but then the PEgasi and Wonderolts will be chanting for Rainbow Dash and if she loses, they might give the boot, and then, she will be”

“PINKIE!!” Everypony (sans Ben and RD) shouted at her, which made Pinkie cover her mouth and look sheepish.

“Sorry,” She said with a nervous smile.

This just made Rainbow Dash even more determined to win, was what Pinkie said true? No, she would not let that happen! “Alright, we get everypony here! Even the Wonderbolts! I’ll prove to you all that I am the fastest thing in all of Ponyville!” She said as she then flew away to get ready. This made Twilight sigh a bit.

“Well, so much for our picnic…” She muttered.

(Eyecatch featuring Fluttershy petting an embarrassed Wildmutt)

(Eyecatch featuring Spike walking with the CMC)

Sweet Apple Acres

Everypony has gathered around in a large area in Sweet Apple Acres, many of them anticipating the race between Rainbow Dash and the newest arrival Ben Tennyson.

“This is so exciting!” Said a female unicorn pony with a mint coat, her mane being brilliant cyan with a white streak in it. Her eyes were sunglow, and her cutie mark was a lyre. This was Lyra Heartstrings and she had a look of excitement.

“I know right?” Said an Earth pony next to her. Her coat was a beige color, with her mane and tail being blue with a pink streak in them, her eyes were cerulean, and her cutie mark looked like three pieces of wrapped candy. This was Sweetie Drops, sometimes known as Bon Bon. “Who do you think might win?”

“I don't know, but I'm excited to see what that stallion brings!”

The commentary was held by Spike, who was in a hot air balloon looking down, he was not too far up but not too down either, giving him the perfect view.

“Hello, everypony” Spike's voice came over the microphone. “Today we are here to see the race between Ponyville’s own Rainbow Dash against the newest arrival, Ben Tennyson!” He cheered. “Now the race is going to be very simple, the race will be all around the acres, and the first one to make it back to the finish line is the winner!”

This was met with applause from the others, Rainbow Dash was waving up to them and the other Wonderbolts with a smug look, and Ben was simply looking ahead, wanting to get this over and done with. Ben noticed everypony looking around and cheering for whoever the winner would be.

Now normally Ben would be a bit smug at it, but now…not really. Sure he was smug before, but now, he just wanted to find a way to get on Rainbow Dash’s good side. He was a bit sure as to why she was acting like this.

Flashback/Twilight's Castle

Ben and Twilight were sitting down in the dining room, Spike was someplace else at the time.

“Hey Twilight,” Ben said. “I have a question.”

“Sure, what is it?”

“Rainbow Dash….why does she not like me?” When he asked that, Twilight's face looked into one with a bit of concern. “I mean, I think I can sorta understand, but why?”

Twilight sighed. “Well, it’s not that she hates you, it’s just that…she's always been a bit competitive, and I guess when you mentioned your alien things having speed powers…it’s just…well.”

“I get it now,” Ben said as he sighed a bit. “Well, now I know what I have to do!”

“You mean race her as you said a while ago?”

“Yep!” Ben said with determination. “If I want to get on her good side, and hopefully get her to stop treating me as an inferior, then maybe she will like me.” He sighed again. “I hope.” He said as he then went back to doing his own thing, with Twilight giving him a concerned look.

Present/Sweet Apple Acres

Ben sighed as he then began to think. “Now let me see, I could use XLR8…but then again, if we are flying, I better go with Jetray.” He thought.

DING DING

Ben was interrupted by the bell and he sighed design and went right up to the line, with Rainbow Dash already there. Everypony was all anxious, Twilight and the other girls were the most anxious as well. Ben then looked over at Rainbow Dash.

“Hey,” He said to her, making her face him. “Good luck.”

Rainbow snorted at him. “I won’t need it,” She said smugly at him, making him sigh a bit.

“Alright! Are the racers ready?” Spike asked.

Ben then went through his Omnitrix and slammed the dial, after the green light vanished, standing in his place was Jetray. “Alright, let's do this!” The Aerophibian said.

Everypony in the audience was stunned at seeing hsi transformation, what was this…thing?

“Everypony, do not panic!” Spike said to the ones who were a bit scared. “That is still Ben, and trust us, he is not like any other pony that has been here before.” He said. “I guess you can say that Ben has a few surprises for you all. And this transformation of his? That’s one of them.”

Despite everybody's initial shock, they forgot about it and got back to the race at hand. The PEgasus and Aerophibian got into positions. “Alright everypony!” Spike said. “Ony your mark, get set….GO!”

And just like that, the two flyers took off at super speed, leaving behind some dust that accidentally got onto some of the other pony’s faces.

To call it a race was a bit of a far fetch because the two speedsters were going super fast, all over the acres. They were so fast that some squirrels that were in the trees were hanging onto the branches due to the wind.

Rainbow Dash was glancing over at Jey Ray and glared. “I will not lose!” She thought as she faced on with determination on her face as Jet Ray kept a neutral face on.

“I could easily end this, but I need to remember that I am just doing a clean friendly game.” He said to himself as the two then flew right around all the trees, avoiding the branches and stuff from getting caught up.

“Wow! Both of them are neck in neck!” Spike called out. “But who is going to win as the two are coming back around? After a few minutes, the two were now starting to make their way back and both of them were determined to beat one another. “It’s getting closer! Rainbow and Jetray were both side by side, the finish line was right up at them and the two were going as fast as they could. “Almost there….” So close…so close….so close. And then….

DING DING DING

“BEN TENNYSON IS THE WINNER!!” Spike announced, making everypony gasp a bit, as Rainbow Dash was the fastest thing in Equestria and never expected her to be beaten by a newcomer, but nonetheless. They all cheered for him as the Aerophibian pressed the dial and turned back into Ben, the pony smiling a bit.

“Yea, thanks everybody.” He said with a small smile, he then turned around to see Rainbow Dash, sulking a bit on the ground and he went over to her.

“I hate losing…” she muttered under her breath, feeling ashamed for her loss.

“Hey,” She then looked to see Ben right at her. “Listen, Twilight told me about you, listen, I know you might not be trusting of me, or that you don't like that I am faster than you. But you shouldn't have to worry about what others think about you.” Rainbow looked at him. “Twilight told me about you, she said you are very loyal, and pretty fast like me, and despite that. You care much for your friends and protecting this land.” He then placed his hoof out to her. “Listen, as long as I’m here, we need to work together….what do you say?”

Rainbow looked at his hoof and back at him, seeing the seriousness on his face, she then sighed and used her hoof to shake back. “Ok, and hey…you're a pretty cool dude.”

Ben smiled. “And you're a pretty cool chick.” He said as he and Rainbow smiled and nodded heads, with the others all cheering. But Ben didn't care about winning, he was just happy that he and Rainbow could now get along with each other.

Even though he won, he still couldn't help but feel dread about where his enemies could be….all he could hope for was that they were not far away…

Grogar’s Hideout

All the villains were now all getting ready. With the help of Grogar, Animo got all of his equipment back, plus he was able to get some new stuff as well. Zombozo was now fully supplied with Fear Toxin, all of them strapped around his form and him snickering a bit.

“Ah, it feels good to have this stuff again.” the clown pony said evilly.

Meanwhile, Cozy Glow was admiring Albedo's Omnitrix. “So…do you think you could-”

“If you're asking me to transform for your amusement then the answer is no.” He answered her with annoyance, making the small fill out a bit.

Tirek and Chrysalis were looking around with some intrigue at their fellow villains, but the two they felt a bit intimidated by were Aggregor, Grogar, and Zombozo. Grogar, since he was the real deal and not just Discord in disguise that time, and Aggregor, Tirek, and even Chrysalis could feel the power radiating off of him, trying to backstab him would possibly not work…less they want to be killed themselves, and Zombozo? Did they even need an explanation as to why they felt a bit intimidated by him?

“Everyone, gather around!” Grogar said, making all the villains gather around him. “It’s time for us to strike!” Making everyone in the lair cheer a bit. “Now then, you will be divided into different teams and go off to do your own goals. Tirek and Aggregor! You both are to go into the Dragon Lands, capture as many dragons as you can and bring them back here. I do not care what condition they’re in, but bring them alive!”

Aggregor smirked at that. What type of abilities could he gain from absorbing creatures such as Dragons? It only made him shiver a bit in excitement, and the Osmosian and Centaur nodded their heads.

“Chrysalis and Zombozo! You are to find and gather as many emotions as you can gather for more power, I do not care how you do such things though.” He said to them, Making both villains nod their heads.

“Albedo and Cozy Glow! You are to find and capture the Old Pillars of Equestria, with them here, we shall drain them of all their magic!” He said.

“Oh, I can't wait! I so want to become an Alicorn again!” Cozy said with a grin on her face. Albedo however rolled his eyes.

“Why do I have to get stuck babysitting?” He thought with annoyance. “Especially the horse thing?”

Grogar turned to Animo. “Animo, you do whatever you want to do, but any creatures you find useful, bring them back here! And see what you can do to make them even more ferocious!”

Animo smirked evilly. “My pleasure.

Grogar nodded and smiled at his comrades. “My fellow villains….with our combined power, we shall begin an end to Twilight Sparkle, her friends, Ben Tennyson, and anyone else who gets in our way! And Equestria will be ours, FOREVER!!”

“YEA!!” They all cheered together and gave one big evil laugh.

Dragons, Flim Flam, Star Swirl and Animals. Oh My!

Author's Note

Hey everypony, sorry if you lot were waiting for a long time for a new chapter, I was trying to figure out how to make this an interesting chapter and all that jazz.

Now as the title explains, these is going to be the villains causing some havoc in different parts of Equestria.

Anyway, let's get right into it!

Ben 10 belongs to Man of Action and Cartoon Network.

My Little Pony: Friendship is Magic belongs to Lauren Faust and Hasbro.

Dragons, Flim Flam, Star Swirl and Animals. Oh My!

Grogar’s Hideout

In the hideout, Grogar had the other villains surrounding him. “Albedo, Cozy Glow, I will teleport you to Star Swirl the Bearded.” He said to the two. “You’re not to kill him, but make sure he’s brought back here…I got plans for his magic. And see if he knows the whereabouts of his other Pillars of Old Equestria” He said as he used his magic to teleport both of them out.

Grogar turned to Aggregor and Tirek. “Aggregor, Tirek, you both know where you're going. And Tirek, stand right there.” He said as his horns glowed a bit before hitting the centaur. At first, Tirek screamed in pain, but it stopped after a few minutes because when he was hit, hsi frail body was beginning to change. The one frail body was becoming larger and a bit more muscular, and his skin was becoming a much darker shade of red. His horns were also a bit bigger, but they were too big.

Tirek felt himself at full strength as Gorgar finished and went over to the mirror. “Yes! I feel like me again! I’m at full strength!” He said with happiness in his voice, the escaped Null Void prisoners looked at him with interest.

“Hmm, so that’s what he looks like at full strength.” Aggregor thought, all he had to do was figure out how to take his power for himself… Animo and Albedo secretly felt a bit intimidated, but not that much, and Zombozo…well he just smirked.

Grogar got the centaurs' attention. “I have given you enough strength and magic to carry out your orders, you want more, you get it yourself. And don't think of betraying me..got it?” He asked that last part with a dark tone, a tone that made Tirek gulp.

“Yes sir!” He said.

“Good,” Grogar said. “Now, you all know what to do! Now go!” He said as he then used his magic to send them all to their destinations. Afterward, he was all alone in his lair. “Bunch of fools.” He said as he then peered into the water, seeing an image of Twilight Sparkle and the rest of the Mane Six. “I have seen your exploits, Twilight Sparkle, but it will be a shame once I put you down.” He raised an eyebrow with a look that spoke of second thoughts. “Or perhaps….you could join me somehow.” He said.

Dragon Lands

Aggregor and Tirek arrived at their destination, the Dragon Lands. Which was mostly a volcanic environment of fire, lava, and rock, and pretty hot too.

“I have never been to the Dragon Lands before,” Tirek said as he fanned himself with his hand. “So let’s stay vigilant.

“Yes,” Aggregor said as he took off his cloak and tied it around his waist, exposing his chest his staff was in his hands, and the two villains made their way through, hoping to spot some dragons.

“Now from what I remember, the current Dragon Lord was named Ember, so our best bet is to find her,'' Tirek said. “And if any dragons come along and give us trouble.”

“We make them unable to get in our way,” Aggregor finished for him. “By the way, I was told you can absorb the magic of these pony creatures, can you do the same to dragons?”

“Unfortunately I can’t, I can only take the magical properties of ponies. Dragons don't have magic, nothing but the flying and flames…although it would be cool.” Tirek said with a small smirk.

“Sweet!” Said some voice nearby, this got the two villains' attention and they made their way toward the source. It took them a few minutes, but when they got there, they were greeted by a large dight, the sight of a group of dragons, most of them in their teens roughhousing a bit.

Aggregor took notice and was intrigued. “Hmm, so these are the dragons?”

“Well, most of them anyway, the bigger ones usually hide out in caves,” Tirek said to him. “But it would take us too long to search each one. It's better than nothing.”

“And you said that there is a creature called the Dragon Lord?” Aggregor asked, with Tirek nodding his head. “If there is a Dragon Lord then they could be powerful then.” But he then smirked to himself. “I don't know if this minotaur will last, but as for me, it should be no problem, even if I'm not in Ultimate form.” He thought.

Tirek smirked. “Maybe, but I got some of my strength and magic back, and…well…I don't know much about you, but with you, it should be a cakewalk.”

Meanwhile, most of the dragons were doing their own thing, and the teens, one of them had a skinny figure, with his body coated in red scales, a pale belly, and he had orange dorsal fins on his head and resembled a mohawk. This was Garble, a teenage dragon who lived here in the Dragon Lands. There was a time when he and Spike were enemies, but ever since the defeat of the legion of doom, he and Garble are now on good terms.

“Alright, guys! Here’s the deal!” Garble said to his posse. “Whoever can hold their breath in the magma the longest wins, got it!” Every dragon there cheered. “Alright then, let’s get to”

BOOM

Suddenly a big boom happened and a few dragons were knocked off of their feet. Garble and a few others noticed two figures, one they were not familiar with carrying some sort of weapon, and the other one they recognized the most.

“TIREK!!” A few Dragons shouted in alarm.

The Centaur stood up and grinned evilly. “That’s right! And my partner and I are here to shine!”

Aggregor then smirked as he stood up too. “Now, tell us, where is the Dragon Lord?” He asked.

One of the dragons, despite being a bit scared, took on a brave face and stood up to them. “Listen, we don't know who or what you even are, so why don't you-” But as soon as he got close enough, Aggregor roughly grabbed the dragon by the face, and his hand turned red. As this happened, the dragon was beginning to look a bit frail, and after a few minutes, the once young dragon was nothing more but a husk…dead.

The rest of the dragons gasped in shock as Tirek looked with intrigue. “Sorta like my power!” Tirek said with amazement. Then Aggregor grinned evilly as wings sprouted from his back as his teeth became sharp.

“So, are you still going to resist?” the Osmosion asked, and despite what they all just saw, Garble and the other Dragons were ready to fight to avenge their fallen comrade. “Well then…let’s go!” He exclaimed as he and Tirek got ready for a fight.

Somewhere in Equestria

The unlikely team of Albedo and Cozy Glow were now someplace in Equestria on the hunt for Star Swirl the Bearded, it was hard since Grogar didn't exactly tell them where they were…

‘Now what's the deal with this weirdo anyway?” Albedo asked,

“ Star Swirl The Bearded, a powerful Unicorn.” She then got a bit nervous. “He is also the leader of the Pillars of Old Equestria, a bunch of legendary figures…Wait, why was I placed on this mission? I don't have any alicorn magic!” She said as she got a bit nervous.

Albedo sighed. “Just calm down, I can handle the heavy lifting…unfortunately.” He muttered that last part, not wanting to do most of the work.

Cozy smiled at him. “Thank you!” she said with a cheerful grin, making Albedo roll his eyes. “So…this Ben guy, does he-”

“HE IS BUT AN INFERIOR HUMAN WHO DOESN'T DESERVE THE OMNITRIX!!” Albedo shouted so loud that it shook the area and Czy Glow even got a bit frightened by the pony’s outburst. Albedo noticed and he coughed a bit in his hoof. “Sorry…but yea, he is nothing but inferior.” He said.

Cozy looked at him with confusion. “What do you mean?”

Albedo sighed. “Have you been paying attention to my tales?” He asked with annoyance, but then he noticed a hut nearby, which piques his interest. “Hey, we’re cooking up to that small house…we might find who we’re looking for.”

“Maybe,” Cozy said as she and Albedo then went right to the hut, and of course, they had to be very cautious. As they approached the hut, they took a peek into the window to see who exactly lived there. The occupant in the hut was an older unicorn stallion with a gray coat and blue eyes, he was also wearing a wizard's coat with blue coloring decorated with stars, moons, and bells. And he also wore a wizard's hat with the same decorations, this was Star Swirl the Bearded, one of the most powerful unicorns of Equestria.

“That’s Star Swirl!” Cozy exclaimed as she then narrowed her eyes, Albedo looked at the wizard with awe, so that was the powerful Star Swirl? He didn't look that tough, especially since he had his Omnitirx back, this should be a piece of cake.

But then again…Albedo had to be very cautious as well, having seen the power of Grogar, this Star Swirl could also prove himself to be powerful…so he was trying to figure out how to-

“Hey!” Albedo said to Cozy, as she was about to go right in. “what are you doing?”

Cozy rolled her eyes. “What do you think? I’m going to bust right in there!”

Albedo sighed. “Don't be stupid! We bust right in, who knows what could happen!”

“Really?” Cozy said to him, now in an annoyed tone. “Don't you have some fancy watch that lets you transform? Surely you got something in here that can take him down!”

“I could but I underestimated that blue goat’s power,” Albedo said to her.

“Grogar’s a ram…” Cozy deadpanned.

Albedo rolled his eyes. “Male goats ARE Rams!” He exclaimed to her. “Now listen, I underestimated his power, and from what I heard about this Star Swirl, he could be just as powerful…I’m trying to figure out how to play this without fail!” He said to her,

While Cozy wanted to get that over and done with, the male pony did have a point…just how were they going to do this? Especially since Star Swirl knows who Cozy is…what were they to do?

Everfree Forest

Grogar teleported Animo to Everfree Forest, home to many animals and fearsome creatures. This was the perfect opportunity to find and do some experiments. Equipped with his headgear, he would be able to take full control of any creature who tries to attack him.

“Perfect,” Animo said as he then began to walk around. “Whatever fascinating creature comes near me, I just control them and they will submit to my will! And I go back to the lair and begin my studies, oh, this will be great!” He said with a big grin.

As he began his walk, he heard some growling coming nearby and it made him turn, and to his surprise, he saw a bunch of Timberwolves growling and coming near him. “Wolves, made of wood?” He asked. “Hmmm, interesting…but the wood is one big weak spot.” As the wolves drew a bit closer, he sighed and his headgear shot off a beam and hit the entire pack, and it caused them to have red eyes and bow their heads to Animo. “Well, I guess you will do it for the time being, until I find some other creatures worth my time.” He said. “Now move!” He said.

As Animo and his temporary bodyguards made their way, Animo then heard some noises and his Timberwolves growled as they made their way toward the source. As they made their way they saw another creature that Animo would consider worth his time. For that creature looked like a lion, with his body being a beige color and hsi red mane, but he had wings on his back and a red scorpion-like tail. This creature was called a Manticore.

Animo smirked. “Perfect," he said as he then fired a beam and shot it at the creature, causing it to stop doing what it was doing and come forward to Animo, who was smirking.

“Good,” Animo said as he got what he wanted…for the time being. “Alright, let me get back to the hideout, and then-”

POOF

Animo and his small army were zapped away from the forest.

Somewhere in Equestria.

“Alright brother, this is going to go off great!” Two male unicorns were setting some stuff right up. The two had similar appearances, with the two of them having pale, light grayish olive coats, their eyes were both the color moderate Pistachio green, and their names were short and sorta wavy with the colors being moderate red with white stripes. They were wearing what appeared to be blue shirts with white lines and vaudeville hats. These unicorns were the Flim Flam Brothers, Flam being the one who had a short mustache. These two companies were traveling sellers who were also con artists.

“I know,” Flam said. “All we gotta do is find some ponies as soon our Flim Flam Circus will go off without a hitch! We shall tour all over Equestria, and make lots and lots of bits!”

“Yea, and the best part?” Film said with a grin. “Once we get the bits, we can finally live the sweet life!” He said as the two brothers were looking at the construction going on for their very one circus, they pretty much got almost everything ready, now all they needed was some workers, and lots and lots of acts too.

“Oh, a circus huh?” The brothers and workers turned to see a weird-looking pony dressed as a clown, and right beside him was an elegant pony with a snob look on her face. “Are you hitting by any chance? I’m out of work at the moment.”

The Flim Flam brothers took notice of this clown and his female consort and smiled. “Well then look no further friend!” Flim said as he wrapped his left hoof around the clown. “I’m Flim, and that’s my brother Flam, and together-”

“WE’RE THE FLIM FLAM BROTHERS!!” They said in unison, but the clown and his female consort didn't look excited, just rather unamused. “As you see, we are the newest owners of our very own circus, and you are the very first employees to sign up, you can do clown tricks can you?”

The clown chuckled, albeit a dark one. “Oh yes, I got tricks up my sleeves.” He said with a grin.

Flam noticed the smirk and gulped a bit. “W-well, then, congratulations on being the first employees, now all we gotta do is search for more workers, and we-”

“Oh don’t fret.” The clown said to them. “I bet we can find the perfect employees to begin, just tell me what we need, and I will help you search.” The Flim Flam Brothers explained to him that they were going to need some more clowns, some strong ponies, spoke workers, etc. “My associate and I are delighted to help you and search for some employees, just when do you expect the circus to begin?” He asked.

“Well, once we get the workers, and pay, then we will set up! So far we are planning on having our first show at Ponyville.” Film said.

“Interesting, well, we shall begin the search.” The clown said as he and shi female consort began to walk away.

“Oh, wait!” Flam said to him. “Just who are you?”

The clown turned and smirked. “You can call me. Mr. Bopo.

Hut

Meanwhile, Albedo and Cozy Glow were still trying to figure out how to lure out the wizard and it made the two irritable…mainly the two of them began to argue.

“All I’m saying is that you use one of those alien thingies to capture him!” Cozy said to him.

“And I said that I need to think of which one to USE!” Albedo said with an angry tone. “Some aliens that will be effective!” He said.

But unknown to them both, the arguing they were doing was causing lots of noise, and it caught the attention of a certain pony.

“YOU!” They both turned to see the old wizard himself looking over them, and as soon as he saw Cozy Glow, Star Swirl glared hard at her.

Both villains sighed. “Oh great, he noticed us, nice going to Albedo.” cozy deadpanned as the pony glared at her.

“Shut up!” Albedo said as he and Cozy stood up to face the elderly wizard. “Alright old man, now we can do the easy way or the hard way, we can't do both.”

Star Sqirl was not intimidated as his horn then glowed. “How's this?” He asked as he fired magic beams at the two, making them both jump out of the way, and the two villains glared at the wizard.

“Alright old man,'' Albedo said in an aggressive tone as he then activated his Omnitirx. “You asked for it!” He said as he then pressed on the Omnitirx dial and was engulfed in a red light. When the light vanished standing in his place was a silicone-based alien that was made entirely out of crystal, his body being an indigo color with several black lines and spots. His face and hands were crimson red, with him sporting six crimson red spikes on his back, two spikes on his chest, and one spike on his head that resembled a horn, and he had a mouth and one large red eye in the center, and the Omnitirx dial was at the center of his chest. This was Chromostone, the Omnitirx’s sample of the Crystalsapien species from the planet Petropia. And since Albedo was the one who was in this form, we shall call this version…Negative Chromastone

Cozy looked at the creature with awe and wonder, just what could these things do? Star Swirl was a bit startled, but at the same time, hsi eyes were filled with determination.

“I don't know who or what you are, but you will turn around and leave my hut now!” The wizard said to him.

Negative Chromastone chuckled. “You should have surrendered, but if you wish to fight, then give me your best shot!” He taunted, this led to Star Swirl's horn glowing again and he fired off another magic beam, this time it was a bit more powerful. Negative Chromastone simply stood there and crossed his arms, when the beam made contact, the beam went right into the Crystalsapien, coating him in rainbowish light. He then extended his arms back and pushed them forward, sending back his beam.

Star Swirl was a bit startled to take notice and the beam hit him right in the chest, causing him to go right back and land on the ground with a loud thud. “W-what just happened? That blast should have knocked him backward…” The old wizard thought. “What sort of creature is this?” He asked.

Cozy Glow looked on with amazement. “So cool!” She said with amazement, she would have to see if he could make one for her own….if only he could hope.

Star Swirl then got up and narrowed his eyes, whatever that creature was, it was pretty strong as the blast hit him. “Ok then,” the wizard said as his horn glowed once again. “I don't know what you are, but you're going to go right to Tartarus!” He said.

Negative Chromastpone looked confused, Tartarus? What was that? But either way, he shook his head and got back on track as he then swiftly dodged a large energy attack from Star Swirl and the attack made a large crater in the ground. He then looked at the crater and thought it over. “From what I remember about the Crystalsapien, there is a limit to how much energy they can absorb, I gotta be careful.” He thought.

The two then began to trade attack after attack, and while Negative Chromastone was good, Star Swirl proved to be more of a force to be reckoned with. At one point, the negative Crystalsapein tried to absorb a really big magic beam, but it was too much and it was making the indigo body on him begin to crumble.

“Gotta…end this before I run out of time.” The Crystalsapien grunted before grunting and he then violently pushed his arms outwards to make the bema go right back, Star Swirl saw it and tried to do the same, now the attack was creating some sort of crossbeam with each other, with each loop not seeing who will knock out who first.

“I will admit, you are powerful,” Star Swirl said. “But you are no match for me.”

Negative Chromastone however grinned darkly. “I am far superior to any of your magic tricks.” He then began to put some of his power into the beam, making the full cross go right close to Star Swirl and it made the unicorn go wide-eyed.

BOOM

Star Swirl was knocked back and landed with a thud. He tried to get back up, but all his tracks drained up hsi energy, and with this beast absorbing hsi attacks and launching them back at him, it was making him hurt a bit…he tried to get up…but all he did was struggle a bit.

POW

The old unicorn wizard was knocked out by a hoof to the head by Cozy Glow who smirked as he then went down. “And this is the strength of Star Swirl? Man, you are a pathetic old man!” She said as she then blew a raspberry at him.

Negative Chromastone slammed on the dial and he turned back into Albedo, who trotted up to the downed wizard. “Pathetic…you couldn’t kill my boredom.” He said in an uninterested tone. “I underestimated him a bit, he was tough, but my Omnitirx was far more superior than his magic.

POOF

Both villains and the downed Star Swirl were gone.

Dragon Lands

Aggregor and Tirek took down more dragons, and the search for the Dragon Lord was proving to be in vain.

“This is pointless!” Tirek growled. “We’ve wondered for about half an hour and the Dragon Lord has not shown herself!” He said with anger. Aggregor was also not happy with the result.

“Well, no fret,” Aggregor said while remaining somewhat calm but at the same time a bit peeved. “We at least took down a whole bunch of dragons…maybe they could do it for the time being.” He said as Tirek then put some thought into it.

“Hmm, maybe…yes, the download dragons could work. Should we get back now?” He asked, and Aggregior nodded his head. “Alright then.

POOF

Aggregor and Tirek were soon poofed out of there, along with the dragons they took down, but not before one particular dragon saw the whole thing. The dragon in question was female with a slim body, her body was cyan blue with her underbelly being turquoise, and her wings were moderate indigo with light blue. Her spikes were moderate phthalo blue, her horns were gray, and her eyes were red. This was Ember, the current Dragon Lord, following the footsteps of her father, former Dragon Lord Torch.

Ember had seen the attacks go on, and she wanted to go right down there to fight them off, but many of the other dragons wouldn't let her, especially after seeing the combined strength of both villains. And while Ember was brave, she couldn't help but be a bit terrified at seeing these villains' strengths and powers.

“I need to go get help!” She said as she was then about to take flight, but as she was about to.

ZAP

Ember cried in pain as she was hit right in the back by a powerful beam, she landed right into a rock that hit her head, making her woozy. Due to the blow, her vision was a bit blurry and she felt like she was about to pass out, but before she did she heard someone giving a dark chuckle.

“The only place your going is with me,” He said as Ember then finally lost her vision and fell unconscious.

Future Rewrite

Hey everypony, so if you all read my latest blog (sorry about the blog spam btw.) As you all noticed, I will be canceling the story.

But will it go away forever? Well...no...because I am going to plan out a rewrite of this story for the foreseeable future. I just need to think it over, plan it out, and come up with an idea that might sound a bit better than before.

Anyway, I hope you all can understand and I really do appreciate that you did enjoy this version of the story. I promise you that I wi;l return eventually with a rewrite of this and a plot that will be better.

Thank you very much everypony, and I'll see you all soon :)