Ben 10 Ultimate Pony!

by Kaliann25

Rating: everyone
Tags: Science Fiction, Adventure, Pinkie Pie, Crossover, Discord, Ben 10, My Little Pony: Friendship is Magic, Alternate Universe
Length: 13318

Professor Paradox shows up before Pinkie Pie bringing a sleeping Ben Tennyson with him and he asks the pony to watch over him as he finishes an important mission in Equestria.

Translation from one of my first crossovers. This story is placed before (and during) the Return of Harmony.

Professor Paradox brings Ben to Equestria as he is asleep and is placed under care of Pinkie Pie to befriend him and help him with an important mission in Equestria. When Ben wakes up he realizes he have turned into a pony and that now he is under the especial care of ‘Aunt Pinkie Pie’.

Published 2023-05-02 13:30:00 UTC
Last updated 2023-05-12 02:41:07 UTC

Call me Aunt Pinkie Pie!

Call me Aunt Pinkie Pie!

Twilight was about to enter to Sugar Cube Corner to buy a muffin or a croissant to eat with her morning coffee, when out of nowhere Pinkie Pie galloped through the door almost crashing into Twilight.

“Pinkie!!” shouted Twilight as she lost her balance. “Why do you have to be so hyperactive this early in the morning!”

Pinkie Pie stopped and started to bounce on the same place as she smiled to Twilight more excited than usual.

“Uh, uh! Sorry Twilight! But my Pinkie-Sense is telling me that today would be the start of an adventure! And not any adventure, but a great adventure! But I have to hurry because is about to start in only ten minutes just at the entrance of Ponyville! See’ ya!”

Said that she disappeared behind a cloud of dust as Twilight rolled her eyes and went inside the bakery to buy her breakfast.

In the meantime, guided by her Pinkie-Sense, Pinkie arrived right at the entrance of Ponyville. Her whole body was trembling and then she felt a shiver running down her spine. She knew it was time.

A green flash of light blinded Pinkie for a few moments, but then she saw that two strange ponies were right before her. The first one was about forty years old or maybe more, with white fur and short black mane with some silver hairs spread around it. He was wearing a lab coat and protective glasses hanging from his neck, and he also had a pocket watch that he was looking carefully.

The other pony was around fifteen, with emerald green fur and brown mane. He was wearing a strange-looking watch on his forehoof with a green and black circle in the center. Pinkie also noticed that he was asleep.

The mature stallion smiled at her. “Good morning Miss Pinkie Pie! It is always a pleasure to meet you!”

“Hiya! Do we know each other from somewhere Mister?!” asked Pinkie with a huge smile.

The strange pony giggled.

“Yes and no. Let’s just say I know everything and everyone.”

Pinkie Pie’s eyes widened in awe. “Uuuuuh! That’s very interesting Mister!”

“Well thank you, but enough about me.” said the pony aiming a hoof to the sleeping teenage pony. “This fine young pony is Ben Tennyson, and your new mission Pinkie Pie would be watching over him and become his new friend. Do you think you are up to the challenge?”

Pinkie Pie nodded firmly. “Of course! you can never have enough friends!”

The old pony smiled satisfied. “Good, now listen well: Ben is more special than you imagine, and he has an important mission to accomplish here in Equestria. I need you to take good care of me!”

Pinkie Pie saluted as she smiled. “Of course! Whatever you say Mister who knows everything!”

“I’m so glad I found you! So now, Ben has no idea I brought him here, and would be really confused when he wakes up since we come from a different dimension where we’re not ponies but humans.”

Pinkie blinked, confused. “And what’s a human Mister?”

“That’s not important right now! What I need you to do is explain life here in Equestria. Easy, right?”

Pinkie nodded enthusiastically.

“Very easy Mister!”

“Is all set then!” said the old pony peeking at his pocket watch one more time. “Just one more thing, Ben is smart and he would realize that it was I who brought him here so please ask him to keep the fact we came from another dimension a secret. Everything is going to be revealed at the right time. He would also tell you the secret about his watch, so you keep it between the two of you. Am I clear, Miss Pinkie Pie?”

“Yes Mister, you can trust me!”

The strange pony smiled one last time and he disappeared in another green flash of light. Pinkie just trembled excitedly. This would be so much fun!

A few minutes later, Ben slowly woke up and the first thing he saw was Pinkie’s eyes staring right at him. Ben screamed and jumped backwards as Pinkie happily bounced from left to right and right to left over and over.

“Hey there! How are you? my name is Pinkie Pie, and I am your new friend and your guide around Equestria. It’s a pleasure to meet you, Ben Tennyson!”

Ben looked around really scared and then he took a good look at his own body. He screamed again, as Pinkie giggled at his reaction.

“It’s okay! I was told that you were a human, whatever that is, but now you are a pony because we are in the land of ponies! Or should I say dimension? The Mister who brought you here said lots of funny stuff!”

Ben blinked a few times as all the information finally sunk in. He finally stood and looked at Pinkie Pie shaking his head. “Hey! You said someone brought me here from another dimension? It was a mature man who didn’t stop looking at his pocket watch?”

“That’s riiiigh!” said Pinkie happily.

Ben nodded groaning a little.

“So, it was all Professor Paradox doing! Hey, did he told you why he brought me here?”

Pinkie shook her head. “Nope! He just said I have to take good care of you because you have an important mission here in Equestria but he didn’t say more. So I am your new official caretaker! So, wanna come with me to Ponyville? Have you had breakfast yet? I can’t wait to introduce you to my friends!”

Ben rolled his eyes annoyed, as Paradox was being as cryptic as usual, but ended up smiling to Pinkie Pie knowing that he could trust her. If Paradox trusted her, he knew he could trust her too. “No, I haven’t had breakfast. Thanks for the offer!”

“Let’s go then!” said Pinkie Pie leading the way to Ponyville. “Oh, by the way, do not mention that you are from another dimension! Mister Paradox told me it would have to be a secret between the two of us!”

“Sure, if Paradox say so…”

“Then make the Pinkie-promise! Cross my heart and hope to fly, stick a cupcake on my eye!”

“What?” asked Ben.

“Come on, say it!” urged Pinkie Pie.

“Okay, okay!” said Ben, lightly annoyed. “I, Ben Tennyson, promise to keep that I am from another dimension a secret. Cross my heart and hope to fly, stick a cupcake on my eye!”

Pinkie nodded satisfied and took Ben to Sugar Cube Corner to her apartment, and five minutes later she brought him some breakfast. Mostly bakery items and some coffee. Ben thanked the gesture and started to eat with her.

“So, what can you tell me about you, Ben?”

He though about what to say for a second, but Pinkie encouraged him with a smile.

“Come on, you know you can trust me. I promised Paradox I would take good care of you!”

Ben smiled. “Okay, okay. Where do I start? I live in a town called Bellwood, I go to school and also have a part-time job as a superhero.”

Pinkie’s eyes widened in awe. “Ooooh! A superhero? Like a real superhero?”

Ben gave her a smug smile. “Well yeah, I don’t like to brag but I am a famous hero in my world. I’m known as Ben 10!”

“Oh! Really? Have you saved the world ten times or something? How do you do it? Can I see?”

Ben smiled and showed Pinkie his green watch.

“This device is called the Ultimatrix. It has the DNA of over a million alien species, but I only have access to a few at the time. All I need to do is to select the alien I need and transform, beat the bad guys, and then go back to normal.”

“Oh wow! Can I see? Please?” asked Pinkie Pie. “Pleeeeeeeease?”

Ben obeyed and searched an option in the Ultimatrix. He selected an alien that he thought it would be perfect for Pinkie’s apartment. After a green flash of light he turned into a blue 4-armed monkey with four green eyes and two legs. The Ultimatrix emblem was right in the center of his chest.

“Spidermonkey!” said Ben.

Pinkie started to jump around Ben excitedly. “Woo-hoo! This is so great, my new friend is an actual super hero! My Pinkie-Sense is never wrong! This is reaaaaaaly cool!”

Ben enjoyed being the center of attention and just stood on the room posing until Pinkie finally calmed down.

“Oh! That reminds me, Mister Paradox told me that the secret of your watch should stay between us too so no telling anypony, okay Ben?”

Ben just nodded as he turned back to normal as somepony was knocking at the door.

“Come on in!” invited Pinkie Pie.

Missis Cake came in. “Pinkie, can you please keep it down? I don’t want to bother you but you just woke up the twins!”

“Whoops! Sorry Missis Cake, is just that my nephew came to visit, and I got really excited and…”

“Nephew?” asked Missis Cake turning to Ben.

Ben just waved shyly at Missis Cake, and before he could introduce himself Pinkie rushed to do it first. “Missis Cake, this is Benjamin Tennyson Pie, my nephew. My sister asked me to take care of him for a few days during vacation and I told her it was okay! Sorry about the noise is just that he arrived earlier than usual.”

“Oh, I see! But Pinkie you could tell us beforehoof! It’s a pleasure to meet you Ben, I hope you enjoy your stay in Ponyville!”

“Thank you, Missis Cake!” said Ben.

Then the mature mare took a look around at Pinkie’s room. “Pinkie, but where is he going to sleep? Have you thought about that?”

Pinkie aimed a hoof to a corner. “There! My friend Applejack has a cot she doesn’t use I can borrow! I was about to get it before he arrived but as you see he is earlier than I expected. Is that okay Missis Cake?”

“Sure! Just make sure to tell us in advance next time!” smiled the mare. “Now if you excuse me, I must take care of the store as Carrot finishes to calm down the twins!”

Missis Cake simply left the apartment leaving Ben and Pinkie alone.

“So, my name is Ben Tennyson ‘Pie’?” asked Ben looking at Pinkie.

Pinkie simply nodded. “Well duh! Mister Paradox told me I have to keep a secret that you come from another dimension and about your watch. And since my friends are going to ask me where you came from we just got ourselves an alibi! If they ask, you just call me Auntie Pinkie Pie!”

Ben sighed but nodded with a chuckle. What kind of world did Paradox got him into?

Author's Note

And here it is, you know how much I love crossovers, and this time I decided to translate one of my first crossovers with MLP. MLP and Ben 10 Ultimate Aliens.

So just to clarify, only Ben’s base form is a pony. His aliens would remain the same. Also, he has the Ultimatrix, the Omnitrix version with a evolved version for some of the aliens.

Hope you liked it and, read ya’ later!!

My favorite nephew came to visit, so it is time to have lots of fun!

Applejack was happily bucking trees when out of sudden Pinkie Pie jumped over her with her characteristic smile.

“Applejack! Applejack! Applejack, I need a super-duper-ultra-mega favor please, pretty please! I will give you anything, anything!

Applejack pushed her off as she stood back and put her hat back on. “Fine, what ya’ need Pinkie Pie?”

Pinkie Pie smiled and waved at Ben to approach. The teenage colt sighed and approached to shake Applejack’s hoof as Pinkie Pie proceeded to introduce him.

“Applejack, this is my nephew, Ben. Benjamin Tennyson Pie. He is spending a few days with me, but he came earlier than expected and I couldn’t prepare properly. Anyway, I just remembered that you have a cot you don’t use and wanted to borrow it.”

Applejack smiled to her friend and at the young colt. “Of course, Pinkie Pie! A’ still have a few trees to buck before A’ could take a break. But sure, ya’ can borrow ma’ old cot.”

Pinkie Pie gave Applejack a quick hug and turned to Ben. “We’ll help you! right Ben?”

Ben nodded and was about to prepare the Ultimatrix but Pinkie glared at him and he had to resign himself to do things by hoof.

“And what’s that thin’ partner?” asked Applejack staring at the Ultimatrix.

“Oh, is just my watch. You know, one of those fancy things that has night light, alarm clock, etc.” lied Ben.

“That little watch of yers’ really looks fancy.” said Applejack with a shrug as she resumed her work.

Pinkie and Ben joined her and between the three of them managed to get all the threes bucked in less than half an hour. After they finished, Applejack offered them some fresh apple juice and guided them to a shed behind the main house to get her cot and a mattress for Ben to sleep.

“There ya’ go parner’. Is a bit old but still comfy! Hope you enjoy your stay at Ponyville!” said Applejack winking an eye to the colt.

Ben smiled and between the three of them, they took the cot to Pinkie Pie’s apartment on top of Sugar Cube Corner and put the cot in a corner, so Ben had proper sleeping accommodations. In the end Pinkie offered a soda to her old friends for their hard work.

“Now is all set, thanks a lot Applejack! By the way, Applejack, I am organizing a welcome party for Ben. I hope you can come!” said Pinkie Pie very excited. “Oh, and tell Apple Bloom to come too! Ben needs to interact with some kids, it’s a shame we do not have anpyone at his age range. Everypony is too young or too old!”

Applejack glared at Pinkie pretending to be angry. “Hey, who the heck are ya’ callin’ old Pinkie Pie?”

Pinkie gulped and shrank under her friend’s glare but then the both of them laughed happily. With that Applejack walked to the door.

“Anyway, we’ll be here and enjoy yer’ stay at Ponyville Ben! Yer’ aunt is more especial than ya’ think so A’m sure ya’ll have tons of fun!”

Pinkie Pie smiled and proceeded to make the bed for Ben before going downstairs to start her shift.

“Great! Now you have a place to stay! Now if you excuse me I have to go to work, if you need me I’ll be at the kitchen. Feel free to go look around Ponyville if you’re bored. But if anypony asks, you’re Ben Tennyson Pie. See you around!”

When Pinkie left, Ben looked around looking for something to do. But much to his annoyance he found out that there was no TV or videogames. And, without further to do he decided to look around the town.

He wandered around as the ponies around greeted him. And much to his surprise, he realized that what Pinkie and Applejack mentioned before was truth. There were no other teenagers in town. Just young tweens and grownups.

Annoyed he recharged against a tree. The tree trembled under his weight.

“Hey watch it!” called somepony from on top of the tree.

Ben looked up and realized that there was a pegasus mare sleeping over the tree. She had cyan fur and a rainbow-colored mane.

“Oh, sorry!” said Ben walking away from the tree. “I didn’t see you!”

The mare jumped from the tree as she shrugged. “That’s okay! Sorry if I startled you, is just that this tree is so comfy and the perfect spot for napping when you have to wake up early. The name is Rainbow Dash, are you new in town?”

Ben smiled shyly. “Yes and no… I am just staying with a relative for a few days. The name is Ben Tennsyon.”

Rainbow Dash scratched her head. “Tennyson? Tennyson… sorry I don’t know anypony with such a weird last name.”

“Ben Tennyson… Pie!” sighed Ben.

Rainbow smiled. “I see, you’re Pinkie Pie’s relative! Okay Ben Pie, I hope you enjoy your stay at Ponyville. Also, good luck. Pinkie is a bit strange. I know, she is too energetic and, she is a bit crazy, but she is a good girl.”

Ben forced a smile. This was the second reference that she got about his new ‘aunt’, and honestly, he was starting to worry. In the end he decided to keep his cool and don’t think bad of the person who was taking care of him while he was staying at the land of ponies.

As he was wondering around, he realized that there were three types of ponies. Earth ponies like Applejack, Aunt Pinkie Pie and himself; pegasi like Rainbow Dash who could fly; and unicorns who he hasn’t figured what they did but he would figure out soon.

And as he was wandering, he stumbled across a white unicorn accompanied by a purple bipedal reptile who was pulling a cart full of gems, as he was eating one happily.

Ben raised an eyebrow at this. “Hey, that looks heavy. Need a hoof, pal?”

The bipedal reptile smiled.

“Thanks! That would be a great help!”

Ben nodded and positioned himself behind the cart to push it.

“Where to?” asked the colt.

“Carrousel boutique, darling!” said Rarity. “We’ll be there in no time!”

Ben nodded, and between him and the reptile they moved the cart around Ponyville guided by the unicorn who Ben learned her name was Rarity. They arrived to her home/business.

The dragon patted Ben’s back. “Thank you pal! You were a life saver!”

Rarity agreed. “Yes darling, we took less than expected thanks to your help! Let me give you a little something as a thank you!”

Said that, Rarity used her magic to hand over an emerald to Ben, who just took it and smiled thankful. “Here! It matches with your eyes!”

Ben smiled. “Thanks!”

Then, Rarity levitated a bigger emerald towards the reptile who thanked her quickly and gave the gem a huge bite. Curious, Ben imitated the purple creature and tried to bite the gem. He ended up groaning in pan as he kneaded his chin.

“What the hell?”

Rarity and Spike exchanged a confused look, but soon enough they burst into laughter.

“For God’s sake! How can you eat these?!” complained Ben to Spike.

Rarity smiled sympathetically. “Darling, only dragons can eat gems. Yours is for you to keep it, give it away, or anything you want. But eat it? That’s a new one!”

Spike just rolled his eyes. “You’re not around here, aren’t you?”

Ben shook his head. “No, I came to visit my aunt during holiday. The name is Ben… Pie.”

Rarity and Spike exchanged a look.

“Oh wow!” said the small dragon. “You look normal, considering how Spike is.”

Rarity agreed examining the colt from top to bottom.

“Is true, darling! I never thought some straight-forward colt like you would be relatives with our Pinkie!” said Rarity as she looked straight to the Ultimatrix. “Oh! Ben, darling, what kind of device are you wearing? I didn’t know teens fashion these days were so… bizarre. Don’t you want something to replace it with something less… juvenile. A full makeover is clearly urgent!”

“No! Don’t worry about it Miss Rarity! I don’t have any money. Besides…”

Rarity shook her head firmly. “You can count on me darling! I’m a fashionista and I know what I’m doing! Besides do not worry about payment! I owe Pinkie a few favors so I would be more than happy to help her nephew!”

Spike agreed. “Go on buddy! Is not an offer you get every day!”

Then the door opened letting pass three energetic fillies. Ben looked at them and noticed one of them obviously Rarity’s younger sister. There were two other fillies with her, a yellow earth pony with red mane and an orange pegasus with magenta mane.

The one who looked like Rarity smiled. “Hey sist! Today Miss Cheerilee released us early! And who are you scaring off today?”

Rarity frowned at this but smiled. “Girls, this is Ben, Pinkie Pie’s nephew! He kindly helped Spike and me to carry over this cart full of gems that I needed, and I was not trying to scare him away. I was simply trying to convince him to upgrade that tacky watch for something more sophisticated.”

The trio of fillies looked at Ben and the Ultimatrix. Sweetie Belle simply shook her head and shrugged.

“I like it! It matches with his Cutie Mark!”

Ben was about to ask what she was talking about when he noticed the three of them were staring at his rump so he looked at it too. Much to his surprise, he had a strange tattoo that looked like the Ultimatrix symbol.

“What does yer’ Cutie Mark mean?” asked Apple Bloom.

“Is my plumber badge.” explained Ben.

“Your what now? So, do you need a badge to repair the plumbing?” asked Scootaloo with a chuckle.

“No, no girls! You get it wrong. Plumbers are an intergalactic police force” explained Ben.

The girls exchanged a look, but then giggled as it was a fun game.

“Sounds like fun!” said Scootaloo. “We can be Cutie Mark Crusaders plumbers!”

She then took a broom and started to pretend it was an alien gun. “Pew, pew, pew, pew!”

The other two giggled and joined the action. Ben looked at them with a smile, when Rarity called his attention.

“Now Ben, about your change of accessory…”

Ben simply started to walk toward the door. “Ehem, you must have an exquisite taste for fashion but that’s not really my thing. I like my watch just the way it is.”

Said that, Ben escaped. All things considered; he had the feeling this dimension was more annoying than the null void, dimension 12 or even that time he met his friend Rex Salazar. At least on those occasions at least he had an idea of what his mission was. Here at Ponyland everything was too peaceful, and he seriously had no clue of why Paradox decided to bring him there.

As he was walking around, he noticed that everypony was greeting him and calling him ‘Ben Pie’. In small towns like that news spread like wildfire and now everypony knew that Pinkie Pie’s nephew had come to visit.

“Looking at the bright side, I am still a celebrity!” said Ben with a sigh.

And after getting more warming welcomes than he had on his entire life, he went back to Sugar Cube Corner, to Pinkie’s apartment only to realize it was dark. Somepony had shut the curtains and turned off all the lights.

“Hello? Aunt Pinkie Pie?” called Ben.

Suddenly somepony turned on the lights revealing Pinkie and all her friends. Applejack, Rainbow Dash and Rarity and other two he hasn’t met yet. A lavender unicorn and a yellow pegasus; the dragon who was helping Rarity before and the three fillies.

“SURPRISE!” shouted Pinkie Pie, shooting her confetti canon as the lavender unicorn used her magic to turn the music on, and the others removed the curtains.

Before Ben realized what was going on, Pinkie made appear a huge cake, ice cream, a bowl of fruit punch (where a lizard with no teeth was trying to get inside to go for a swim), a disco ball and a dance floor; everything showed up apparently from thin air.

“You like my surprise?! Come on, let’s dance!”

And with that, Pinkie pulled Ben to the dance floor, and started her energetic crazy dance full of movement and lots of turns and flips which by the end of it, both fell dizzy on the floor.

“This Is the first time I have made that many turns! Even as Cannonbolt!” complained Ben as he was getting up.

Pinkie recovered instantly and then she ran to introduce her friends to her nephew. “Welcome to Ponyville dear nephew! I wanted to give you the best welcome ever with my best friends in the whoooole world! You already know Rarity, Applejack and Rainbow Dash; oh and the Cutie Mark Crusaders and Spike! So you only have to meet Twilight and Fluttershy! What are you waiting for? Let’s say hi!”

The two ponies approached to Ben. Twilight even offered a hoof to help him get up.

“Thank you!”

“You’re welcome. I am Twilight, Twilight Sparkle. Is a pleasure to meet you Ben!”

Ben smiled. “The pleasure is mine.”

Fluttershy also gave Ben a gentle smile. She was usually very shy when meeting new ponies but she was okay with foals and teenagers.

“I hope you enjoy your time in Ponyville!” said Fluttershy.

Ben nodded now that he was fully recovered and then he joined the party. Mostly snacking some cake as he still had to recover from Pinkie Pie’s crazy dance.

In the meantime the Cutie Mark Crusaders surrounded Spike and showed him three plumber badges they have made while the were at Rarity’s place. Sweetie’s badge had a musical note in the center; Apple Bloom’s an apple; and Scootaloo’s a wing with a lighting.

“Attention alien life form! You do not have the right to stay on this planet! You are under arrest by the authority of the plumbers!”

And with that they started to chase Spike around the place. Ben chuckled at this, and soon enough he joined the game.

“Attention plumbers! This is Magister Tennyson. This species, the Vasaxaurian, has an incredible strength. Keep your distance or it can smash you with its fists!”

“Roger, Magister Tennyson!” said the girls in unison.

Spike roared and started to chase them instead as Ben shouted instructions to the girls so they could fight him by keeping their distance.

Pinkie giggled at this and joined the game too pretending it was the Vasaxaurian’s backup.

The others just watched them play and giggled as they snacked, enjoying the baked goods. They were having so much fun that before they realized, the sun was going down and it was time to go home.

As the guests were going back home, Rarity winked an eye to Ben. “You are good with kids Ben; would you like to watch them for me one of these days? I’m sure they would like to play ‘cops and aliens’ with you again!”

Ben raised an eyebrow. “Huh… sure! I’ve never worked as a babysitter before but I don’t see why not! It won’t be ”

Sweetie Belle agreed enthusiastically. “Yeah, I cannot wait to get my intergalactic police officer Cutie Mark!”

Ben nodded. “Keep working hard and you may get a real badge some day!”

With that Ben said goodbye and laid on his cot.

“Are you ready to the afterparty?” asked Pinkie Pie energetically as usual.

“Afterparty? What are you talking about?!” asked Ben.

“Come on! The night is just starting! We’ll have a slumber party and we’ll have tons of fun! This is the first time my nephew is staying with me so it is time to have fun! Fun, fun, fun!!”

“I am not your nephew!” Protested Ben.

“Still, we have to have fun!”

Ben sighed and just went along with it. He just wanted to end this mission as soon as possible so he could go home. What was Paradox thinking by sending him to this strange world anyway?

Author's Note

So here it is, a transitional chapter. Ben just hanging around in Ponyville. Just a slice-of-life chapter before jumping to action with Ben using the Ultimatrix. Hope you liked it and as usual,

Read ya’ later!

Aliens kick the God of Chaos’ butt!

Aliens kick the God of Chaos’ butt!

It was Wednesday morning, the time when young colts and fillies are taken to school. Some accompanied by their parents, other by their older siblings. Apple Bloom joined her friends Sweetie Belle, Scootaloo and Twist. The four friends were about to get into the school when suddenly a scandal caught their attention. Both from them and from Miss Cheerilee.

“For God’s sake auntie, first of all I go to high school! And second, I am on vacation! Why the hell I have to go to school?” complained Ben as Pinkie pushed him to the schoolhouse.

Everypony just stared at the scene in silence, and they burst into laughter. Ben suddenly stopped struggling as his face went red. Paradox would pay for this, one way or the other.

Pinkie Pie smiled apologetically to Ben. “You have to understand Ben! I have to take care of you, but I can’t just leave my job. And what kind of aunt I would be if I let you sleep the whole day? What would my dear sister say? But no worries! I know you are a teenager and go to high school and everything, but I am sure Cheerilee can think on something to keep you busy all day!”

Ben groaned in annoyance as the pink pony went to speak with the teacher.

“Cheerilee! Sorry to bother but I need to keep Ben busy as I work! Do you have something he can do while he’s here? Because he is right, he goes to high school, and he may not feel comfortable but I can’t just let him stay in bed all morning!”

Cheerilee considered the situation for about half of a minute and then smiled brightly. “I know! Ben would you like to be my assistant for the day?”

“That doesn’t sound too bad, does it Ben?” asked Pinkie Pie.

“Yeah, I guess so!” sighed Ben.

“Thanks a lot, Cheerilee!” jumped Pinkie Pie. “I’ll be waiting for you at home. Happy school!”

Ben could feel how every ounce of his dignity was ripped from him as the ponies who witnessed the whole scene still chuckled at Pinkie Pie’s latest comment. And to make things worse he barely had any sleep thanks to Pinkie’s insistence in having a sleepover. Somehow, she managed to sleep only for three hours and managed to wake up without a problem. With her unlimited energy and the ability to materialize a mini party out of thin air made Ben consider the possibility of having the Ultimatrix scan her DNA.

“Ben!” called Cheerilee snapping him out of his daydream.

“Yes?”

“As I told your aunt, I would gladly appreciate if you can keep an eye on the kids when I have to exit the classroom to get materials, and such. Or you can get the materials for me! Don’t worry, I will try to make you feel as comfortable as possible!”

Ben thanked her happily. “I really appreciate it!”

Then the teacher turned to her students. “Okay kids you heard us! I’m your everypony have already heard about Pinkie Pie’s nephew, Ben. He would be my right-hoof during the time he is with us. He’ll make sure everypony behaves, understood?”

“Yes Miss Cheerilee!” said the kids in unison.

Resigning to his fate, Ben followed the young ponies when school started. As the day passed, he helped Cheerilee around like keeping an eye for the foals cheating during a test, going to the shed at the other side of the playground to get some materials for Cheerilee.

In the end it wasn’t so bad of a day.

At recess, the teacher called Ben.

“Hey Ben, can you do me a favor?” asked the teacher.

“What is it boss?” asked Ben in a good mood.

“I wouldn’t bother you if it wasn’t urgent. I have to do a quick errand at the bank and would not have time to do it after class, I was planning to send the kids home early again, but now that you’re here… you know how it is. Can you watch them during recess, please?”

“Of course!”

The teacher sighed relieved and galloped to the bank, but stopped before she made it out of the playground, she turned to Ben. “Oh by the way, if this errand takes longer than usual we have P.E. after recess, so have them do a physical activity please!”

“Sure thing, Miss Cheerilee!”

“You’re a life saver Ben!”

Ben watched her disappear at distance and he sat on a bench and opened the lunchbox his aunt made for him. He sighed, he had cupcakes for lunch.

“Great!” he complained.

“Hey what is it! You don’t like cupcakes?” asked Scootaloo approaching to him.

Ben rolled his eyes. “Is not that I don’t like it! But I’ve been staying at aunt Pinkie’s for two days already and I am already sick of cupcakes! Want some?”

Scootaloo cheered at the offer and accepted the cupcakes. She then opened her own lunchbox and offered her sandwich to Ben. “Here, you can have my lunch! I hope you like lilies!”

Ben happily accepted the sandwich and began to eat it happily. A lily sandwich may sound weird but after spending an entire summer at Grandpa Max’s camper he got used to try almost anything. And lilies weren’t so bad on his new form.

Recess went as normal as expected. He had to intervene a couple of times to break a fight between foals but nothing out of the ordinary. And, as expected from a bank errand, Cheerilee was not able to make it in time before the bell rang announcing the end of recess.

“Hey everyopony!” called Ben.

The kids approached as he raised a hoof. “Miss Cheerilee is busy right now, but she asked me to take over for P.E.! So, we’re going to have a soccer match!”

“What’s soccer?” asked Feather Weight.

Ben explained the basic rules, and after dividing the teams, they started to play soccer having a really good time. Cheerilee arrived right before P.E. ended and Rumble scored the winning goal against Scootaloo’s team.

“Great job Ben! Thank you for doing this for me!”

“It was my pleasure, Miss Cheerilee!” said Ben. “I just happen to love soccer. I am the goalkeeper at my school team.”

“I mean during the whole day Ben! You are good with kids, and I would really appreciate it if you can make it tomorrow as well.”

Ben shrugged. “I wouldn’t mind. I just hope my aunt was more discreet when she dragged me here!”

Cheerilee nodded in understanding. “I know what you mean. She is special at her own way, but she is a very nice pony. Besides she is family. Right?”

“Right!” agreed Ben as he was laughing on the inside.

“By the way, do you think you would be around on Friday?” asked Cheerilee.

“Huh… I think I will, why?”

“That’s great news! You see, we have a field trip programmed this Friday, and I always have some problems watching over the kids whenever we go out. We’re going to Canterlot’s statue garden. Do you think your aunt would give you permission?”

“I don’t see why not! Anyway, I would be happy to help. I had a pretty good time despite everything!”

Miss Cheerilee smiled. “I’m glad! See you tomorrow, Ben Pie!”

Ben sighed at the name the teacher gave him and went back home. A few ponies chuckled at him, apparently the story of how Pinkie Pie literally dragged him to school had spread like wildfire, annoying Ben. This is not the type of fame I am used to!

He arrived to Sugar Cuber Corner. where he was received by a very happy Pinkie Pie.

“Hey Ben, glad you’re back! How was your day?”

“Not as bad as I thought it would.” admitted Ben. “Miss Cheerilee is nice and I had a pretty good time being her assistant. She even asked me to give her a hoof during her field trip next Friday.”

“Oh really? That’s great! I’m so proud of you Ben!”

Ben nodded and yawned. “Thank you! now if you excuse me, I really need a nap!”

“Sweet dreams Ben!” said Pinkie waving a hoof at him as he went upstairs to her apartment.

…

Thursday was just like Wednesday, with Ben working as Cheerilee’s assistant during the whole day. And then, on Friday, Ben went to the train station instead of the schoolhouse. Pulling a cart full of cupcakes since his ‘aunt’ have insisted in giving him enough cupcakes to share with the children of Ponyville as they arrived to the world-famous statue garden at Canterlot. Ben happily gave away all the cupcakes, and he also managed to trade some for regular sandwiches.

The field trip was regular. They were just looking at the several representations of the creatures of Equestria and Ben had to admit it was some valuable information. Maybe Paradox’s mission was to get the DNA from at least one of them?

And then he noticed one of the weirdest creatures he had ever seen. It was a creature who looked like a mixture of several creatures in the land. It had a goat head, a pegasus wing, a bat wing, a lion paw and all kinds of things.

Ben was taken aback by the strange creature. He was so fascinated about the creaturehe die not noticed that Sweetie Belle, Apple Bloom and Scootaloo were having a heated discussion about what that thing was. A fight that he had to break and then Cheerilee punished the girls with writing an essay about what disharmony means.

The whole group was about to leave when out of sudden, the Ultimatrix started beeping.

“Hey Ben, what’s happening with your watch?” asked Sweetie Belle.

Ben examined the Ultimatrix and frowned. “I don’t know… I think it is an alarm clock I forgot I programmed. Nothing to worry about.”

Then out of sudden, the watch spoke. “Unknown DNA detected.”

“Did that thing spoke?” asked a gray filly called Silver Spoon.

“Yeah, sometimes it does that. I have to have it fixed as soon as I’m back home.” said Ben urging the foals to hurry as he glanced at the statue. Why did it caused a reaction from the Ultimatrix?

When the group of foals and their two chaperons finally walked away, the statue decided it was time to stretch out. Several cracks appeared all over until the monster got free from its prison and looked around. He groaned, after thousands of years his muscles were extremely rigid and numb.

“Look at that castle! Uf, even after so many years the Princesses’ taste never changes!”

He created a notebook out of thin air and started to check. “Let’s see. Breaking free, check; take the damn elements and put them away, uncheck; cause chaos, uncheck! Okay let’s get this party started.”

At the next day Ben woke up because a strange, sweet smell floating on the air. He groaned as he went to the bathroom to wash his face.

“Hey auntie, what are you baking?”

Pinkie was jumping in front of the of the window.

“Ben, Ben! I’m glad you’re up! Look, it is a miracle! The world have turned into the sweets paradise! Let’s go outside, it’s raining chocolate milk!”

“What?” asked Ben.

Pinkie Pie had run downstairs already. Still confused, Ben looked through the window. There were several pink clouds pouring a brown liquid all over town. He pulled a hoof out of the window to catch some of the liquid. He tasted the liquid and realized it was chocolate milk, just as Pinkie Pie have said.

“This is not right.” said Ben with a frown.

Now fully alert, Ben started to walk around the town trying to find out what was going on. But all he could see were more clouds, or ponies acting crazy. Ponies who were acting like chickens, some of them walking on their heads, etc. He even noticed that some buildings floating around.

“So, this is when the real mission starts!” said Ben with a grin.

He was about to activate the Ultimatrix when he saw his ‘aunt’ and he friends running to a chariot pulled by pegasi in a golden armor.

“Aunt Pinkie Pie, what’s going on?” asked Ben.

“Ben!” cheered Pinkie. “It seems that something really bad is going on and Princess Celestia herself invited us over to the castle to help!”

“I’m going with you!” said Ben.

Twilight Sparkle, he lavender unicorn, stopped him. “Ben, no! This can be dangerous. I need you to stay with the girls and take care of them. Can you do that, please?”

“What? But…”

He noticed the three girls he played with at the party, Apple Bloom, Sweetie Belle and Scootaloo.

“So, stay with them?”

Twilight nodded. “You’re good with children, please keep them safe. We would be back in no time, but we don’t know what we are against. So please hide on the library with Spike!”

With that the girls jumped on the chariot and flew over to Canterlot. Ben watched them go and then took the girls to the library where they were greeted by Spike.

“I’m glad you four are okay! Come on, let’s hide from chaos here!”

“Spike, what’s going on?” asked Apple Bloom.

He shook his head. “I don’t know, girls. But Twilight said she would take care of this so we have to trust her!”

The dragon smiled; he trusted his big sister. Ben had to admit it was cute Spike had so much faith in Twilight. But they may need something an extra hoof. Or claw, or fin, or whatever appendixes his aliens had.

The boy was frowning thoughtful.

“Ben?” asked Scootaloo.

He looked at the three fillies and the dragon. “I’m sorry girls, but I don’t think Aunt Pinkie Pie and the others can handle this on their own. I have to intervene before things go wrong.”

“Take it easy, Ben! There’s nothing that Twilight and the others can’t handle!” assured Spike.

But the teenage colt had made up his mind. he turned to the dragon as he looked for the right alien on the Ultimatrix. “Spike you and the girls stay here. It’s hero time!”

“Hey, why don’t we play ‘cops and aliens’ again?” suggested Sweetie Belle. “I know you’re worried but is like Spike said. You can trust my sister and the others!”

“I am sorry girls, but this is no game, it’s hero time!” said Ben as he pressed the button on the Ultimatrix.

A green flash of light blinded everypony, and when they vision cleared they saw that Ben was replaced by a red stingray with black and yellow fins with green eyes. The Ultimatrix logo was right on its chest.

“Ben?” asked Apple Bloom.

The being nodded. “Yes, but in this form my name is, JET-RAY! Now open the door!”

Spike obeyed, and Ben flew across Ponyville to the direction he saw the chariot went to.

After staring in awe along with the fillies, Spike shook his head and went to the pantry.

“What are you doing?” asked Scootaloo,

“Making popcorn! I have a feeling this is going to get good!”

…

It had been a very strange day for the six friends. The day started of really weird, and then they were summoned to Canterlot where they found out the culprit was an old enemy of Princess Celestia. Discord, spirit of Disharmony and Chaos. The ancient creature had come back to take over Equestria. And to make it worse he have hidden the Elements of Harmony so they couldn’t defeat him, and hidden them inside a maze he have created with his power. He even took their horns and wings, so they have no choice but go through the maze by hoof.

But Twilight was confident they would be victorious.

“Okay girls! Let’s do this and we will save the day! Remember that we can do everything as long as we stick together!”

Discord smirked at the girls’ stupidity, when out of sudden a shadow flew over them. They all looked up and gasped in horror.

A giant red stingray had come out nowhere and was flying in circles above them.

“What kind of trick is this, Discord?” demanded to know Twilight.

But Discord was surprised as they were. Then, the monster landed right before Discord staring at him with its green eyes.

“Hey ugly! I bet you’re the one causing all this trouble!” said the stingray with a high-pitched voice.

Discord shook his head in confusion. “Ehem, yeah. Discord spirit of Chaos. Who are you supposed to be?”

“I’m the one who is going to kick your ass!”

“Oh my! And how do you plan to do it?”

The stingray smirked and aimed its tail toward Discord. Before the creature could ask what was going on, it started to shoot green lasers to him, forcing Discord to start dodging the attacks.

The six ponies looked at the fight in disbelief, but they knew they had to take their chance now that they could.

“Come on girls! Let’s get our elements now that he is distracted!”

The six ponies then ran into the maze making Discord groan in frustration. He was supposed to trick them into forgetting their friendship and weaken the Elements of Harmony. But now he had to defend himself from this monster.

Suddenly, the strange creature landed before them.

“What are you doing? Aren’t you suppose to fight that creature too?”

“What if we do?” asked Rainbow Dash. “We don’t need your help, leave us alone!”

“Yes Rainbow Dash, you tell him!” said Discord from above.

The girls looked up to Discord and then back to Jet-Ray. But then Pinkie Pie recognized the Ultimatrix logo on his chest.

“It’s okay girls, we can trust him!” assured the pink pony. “We’re looking for the Elements of Harmony! Discord have hidden them inside this maze so we can’t use them against him because they are our only hope!”

“Pinkie Pie, do ya’ know that thin’?” asked Applejack.

“Yes, I do! And believe me, it’s on our side!” assured Pinkie turning back to the creature. “So please, can you help us?”

“Of course!” said the stingray pressing the strange symbol of his chest.

Much to everypony’s surprise, he transformed into a bipedal with white, black, and aquamarine green features. A long tail and aerodynamic proportions.

“XRL8!” shouted the creature.

“Accelerate?” asked Twilight, confused.

Before they could ask more questions, the thing ran all over through the maze at hyper speed and returned in less than a second. “I found them! But we have to get them separately. I need you to come with me one by one!”

Discord grinded his teeth and floated toward the creature.

“Don’t give me that! We both know there’s nothing there, and…!”

“I know, and now they know too!” grinned the creature.

Discord’s eye twitched. “You know what? I hate you!”

XLR8 simply grinned back.

Discord simply looked at his lions paw where he had a small watch. “Thanks a lot! I came all the way here to play with these girl scouts but now it’s all ruined! Great… luckily for you I have to keep creating chaos in Ponyville. But I’ll remember this!”

And then Discord look at a watch at his lion paw. “Not only that but you managed to make me waste my precious time! I was supposed to ruin their friendship by now, and then go to make some chaos in Ponyville. Oh well, I have places to be. Ponyville to be more specific. Thanks for ruining everything kid, I will remember this. See you!”

With that, Discord disappeared.

“You heard that?” asked Fluttershy. “We have to go to Ponyville now!”

“But what about the Elements?” asked Applejack.

Pinkie Pie rolled her eyes. “Didn’t you hear that Appleajack? The Elements were never here.”

“Pinkie Pie is right!” agreed Twilight. “Even without the Elements we have to figure a way to stop Discord no matter what. We must get to Ponyville and get there fast!”

“What about this… thing?” asked Rarity. “We don’t know we can trust it.”

“Well, it did help us against Discord. I think it’s an okay guy, or girl or whatever this thing is!” said Rainbow Dash.

Pinkie Pie smiled proud and turned to Ben. “Do you have any ideas of how to get to Ponyville?”

XLR8 looked around until it finally noticed a hot air balloon in one of the nearby gardens.

“We can use that!” said the alien.

“Good idea but we kinda need to get there fast! A balloon is too slow!” argued Rainbow Dash.

“We just need an upgrade!”

“What now?”

XLR8 touched the symbol on its chest transforming into a black and green bipedal creature with giant hands and a tiny head with a small circle on its center. And just like the other forms of this shapeshifters, it had the Ultimatrix symbol on its chest.

The strange creature started to walk towards the balloon followed by the others.

When it arrived at the balloon, it touched it becoming one with it. The balloon turned completely black with green patterns. Two giant turbines appeared on its back, along with two missile launchers. The basket open its door inviting the ponies in.

“I have a baaaaad feeling about this!” said Fluttershy walking shyly inside of the machine.

The others agreed as they entered to the balloon one by one. When Pinkie closed the door, Upgrade made sure to strap everpony with safety belts, and then it took off at space-travel speed.

“HEEEEEEEEEEEEEEELP!” shouted everypony holding to the balloon the best they could.

Discord was lazily floating over Ponyville, enjoying the chaos he spread, thinking what his next move would be. Thanks to that shapeshifting monster all his plans were foiled, and the Bearers of Harmony’s friendship was as strong as ever. He knew he delayed them for at least a few hours but he had to think on something, and do it fast.

When suddenly he heard the cries for help coming closer and closer.

He turned around to see what was going on, only to see the balloon-turned-war-machine approaching to him at full speed. An as soon as it was close enough it shot its missiles against Discord. The creature screamed in pain and fell on his back, burned and humiliated.

The balloon landed right in front of Discord, and it opened its door. The six Bearers of Harmony came out of the balloon stumbling and holding back their urge to puke.

Finally Upgrade separated from the hot air balloon and walked toward Discord.

“Let me guess, you are the one from the maze.”

Upgrade nodded.

“Okay, you wanted attention? You got it! I don’t know if I should congratulate you or feel sorry for you.”

Upgrade chuckled.

“Who feels sorry for who, creature? You have no chance against me.”

“Is that so?” mocked Discord.

A green flash of light transformed the black and green monster into a green teenage colt with a strange device on his right forehoof.

“See this? It’s called the Ultimatrix, it has the DNA of over a million alien species. And as long as I, Ben Tennyson Pie I’m wearing it, you have no chance to win.

I’m going to call this guy… Confusion!

I’m going to call this guy… Confusion!

The six Bearers of Harmony could not believe their eyes. The strange entity who came to their rescue was actually Ben? It couldn’t be, right?

But there he was, standing before Discord with a confident smirk and the Ultimatrix raised right in front of the creature.

Ben turned to the Bearers and gave them a small nod. “What are you waiting for? Go get those ‘Elements of Harmony’. I’ll keep him busy!”

Rainbow Dash, Fluttershy, Applejack, Rarity and Twilight Sparkle could just stare at him in awe, but no Pinkie Pie. The pink pony nodded energetically and ran to the library. Her Pinkie-Sense told her that the key to get their Elements back was there. The others exchanged a look, confused, but soon enough they joined her.

“Pinkie! Did you know it was Ben from the very beginning?” asked Fluttershy.

“Of course she knew!” argued Rainbow Dash. “This is why she told us we could trust that thing. Right Pinkie?”

Pinkie playfully rolled her eyes. “Well, duh! I’ve only seen one of his transformations but I recognized the symbol on his chest!”

Applejack frowned. “We’ll have a very serious talk when this is over Pinkie Pie! A’ have mah’ doubts that he’s actually yer’ nephew!”

“So, this is why he was so eager to keep that ugly watch of his despite offering him so many more suitable options.” said Rarity thoughtful.

Twilight turned to the girls. “Hey, we’ll talk about Ben later. For now, let’s be thankful for the time he bought us and let’s get a clue on how to get the Elements back! Maybe my book would give us a clue where to start finding.”

When they arrived to the library they found the Cutie Mark Crusaders and Spike in the front yard, eating popcorn and watching at the confrontation.

“Girls, what are you doing here?!” asked Rarity. “We’ve told you to hide and stay safe! Don’t you see that one of the most dangerous enemies we ever faced is on the loose, turning Ponyville in the world capital of chaos?!”

“We have nothing to worry about, sist!” said Sweetie Belle. “Ben would save us! Do you know that he can transform into a powerful monster with his watch? Is something out of this world!”

The others just pushed the kids inside before something bad happened. In the meantime, Discord’s gaze was looking straight to Ben, then to the Ultimatrix, and the back to Ben.

“So the Ultimatrix… do you say it has alien DNA?”

Ben smirked. “Yes! All I have to do is select the one I want and then transform. So, would you like a Necrofrigian or a Vasauxarian?”

Discord frowned. “Hmmmm… give me the Necrofrigian, it sounds cooler!”

“You have no idea!” said Ben pressing the button of the Ultimatrix.

A green flash of light covered Ben, transforming him into a giant anthropomorphic black and blue dragon-fly, with blue wings and green eyes.

“Big Chill!” said the creature, with a voice which sounded like an amplified voice.

Discord smirked. “Interesting!”

The creature folded its wings, making them like a hood, and started to walk toward Discord releasing its freezing breath against Discord, trapping him into a block of ice.

“Brrrrrrrr… th-th-that-sss… cold…” said Discord trembling. “L-l-luu-uckily f-f-oorr meeee…” Discord transformed into a giant fireball melting the ice. “I’m the hottest guy in town!”

At the library, the girls noticed that it stopped raining chocolate milk and started snowing chocolate ice-cream.

“What the hell?” asked Rainbow Dash looking through the window and shaking her head at the sight of the giant dragonfly shooting its freezing breath toward Discord. “Seriously, how many transformations does Ben have?”

“He says that back home he is a famous superhero called Ben 10, so at least 5!” said Pinkie Pie jumping in excitement looking through another window.

In the meantime, Twilight was frantically looking for her book for a clue where Discord could hide the Elements of Harmony. But much to her surprise the Elements were inside the book.

“Unbelievable… I found them! They’re all here! Okay let’s put them on and finish with Discord’s nonsense!”

“If Ben doesn’t finish Discord first.” said Fluttershy as she was watching the fight too.

…

Discord have had enough for the game. He created several copies of himself who started to dance and spin around his opponent attacking with magic beams against the creature. It wasn’t his style to attack him directly, but this was desperate. He could feel that the Bearers have found their Elements and he could not face them fully powered and the shapeshifter at the same time.

Big Chill couldn’t keep dodging the attacks anymore, so he ended up becoming intangible and hided underground.

The Discords laughed. “Hahahaha! What’s the matter Ben Tennyson Pie? You can’t take it anymore?!”

Suddenly a ponyhole on the middle of the street opened from the inside, and a small anthropomorphic white creature with green eyes came out of the sewers. And of course, it had the Ultimatrix logo on its chest.

“Sorry about that! I wasn’t the right guy to defeat you. But now I am, Echo-Echo!”

The small creature multiplied in five copies, one for each of Discord’s copies. Each one of the copies opened their mouths and started to shout, sending powerful soundwaves against Discord who covered his ears in pain. His duplicates disappeared, making him the only target receiving Echo-Echo’s combined attacks.

The sound attack was more powerful than Ben expected, making Discord shrink and scream in pain, and it also shattered every single glass in Ponyville.

Finally the shouting stopped, and the five creatures became one.

Discord looked at Ben with anger on his eyes. “I should have chosen the Vasauxarian.”

“As you wish!” said Echo-Echo pressing the Ultimatrix logo and transformed once again. This time they transformed into an orange bipedal reptile-kinda-thing as big as a house. “Hummungosaur!”

The monster raised its two fists and tried to smash Discord, but he was able to roll away just in time, smirking. Hummungosaur roared and kept trying to get Discord with his fists or tail but this time he calmly floated away from Ben’s attacks. In his desperation Hummungusaur uprooted a nearby post and started to swing it against Discord but he only looked silly.

…

Aunt Pinkie Pie and the others just looked at the scene and exchanged a worried look.

“So far he was doing great but now, he looks kinda pathetic.” said Rainbow Dash.

“Maybe it was the wrong alien from his selection?” suggested Fluttershy.

…

Discord finally felt that it was time to end this. He summoned more of his cotton-candy clouds to pour more chocolate rain on the ground turning into mud and Hummungosaur ended up slipping and falling on his butt.

Groaning more in humiliation than pain, Ben went back to normal. “Ouch! Okay, that could go better!”

Discord clapped as he walked toward him. “That was fun kid, you made me laugh! But it’s time to end this! Give me that thing right now!”

With that Discord tried to put his hands on the Ultimatrix and started pulling it to take it away from Ben, but he couldn’t. The Ultimatrix was attached to Ben, and he would not be able to take it off no matter how he tried. Discord tried to use his magic to take it off, but the only thing he achieved was to activate the Ultimatrix’s defense system and he was pushed away by a powerful green beam coming from the watch.

Discord groaned in pain. “Seriously?! What other surprises does that thing can do?”

The Ultimatrix itself answered his question when a mechanical voice came from it. “Unidentified DNA detected.”

“Hey, what’s that supposed to mean?!” asked Discord.

Ben smirked. “You’ll see soon enough. Ultimatrix, scan!”

A green flash of light came from the watch and surrounded Discord, who covered his eyes. But then, much to everypony’s surprise the watch was projecting an image of Discord. “New DNA sample added to the database.”

Discord took half of a second to process what have just happened.

“No, no, no, NO!”

But it was already too late. Ben have already pressed the button and a green flash of light transformed him into an exact copy of Discord, except that his eyes were green and he had the Ultimatrix logo on his chest.

The new version of Discord started to look at his new appendixes with a mixture of awe and confusion. “Seriously, what are you? A weird mixture of everything I guess… Oh well, I am going to call this guy… Confusion!”

Discord was pissed, but Twilight and the others dropped their jaws to the floor.

“You have to be kidding me!” said Twilight with a shiver.

Confusion smiled at Discord. “There is something I’ve wanted to try the very second I met you!”

“And what is it?” asked Discord.

Confusion snapped his fingers creating a green cotton candy cloud which started to pour an orange-colored liquid. He smiled and opened his mouth happy to taste the delicious liquid.

“Oh, you have no idea how much I missed the smoothies from my hometown!”

“What about me? What about me?” protested Pinkie Pie.

“Sorry, my bad!” said Confusion snapping his fingers a second time.

A second smoothie cloud materialized from thin air and started pouring its sweet content all over Pinkie Pie.

Discord grinded his teeth in exasperation. “Listen to me and listen well, kid! There can only be one Discord!”

But much to his irritation, Confusion was ignoring him as he was happily drinking from the smoothie cloud. “Sorry, what were you saying? I was in smoothie heaven!”

Rainbow Dash facehoofed at this. “I don’t know you guys, but he just convinced me he is related to Pinkie Pie!”

“Eeeyup!” agreed Applejack without knowing what to think of this situation.

The others could only nod without saying a word, this whole thing was getting weirder and weirder.

As for Ben simply shrugged at Discord’s allegations and simply created a smoothie cloud just for him.

“Come on pal, chill. Drink one of these and you’ll see how it cheers you up!” said Confusion with a relaxed smile. “Besides, do you think this is it? Unlike the Omnitrix, the Ultimatrix has an evolution function. Just get ready!”

Ben pressed the Ultimatrix symbol, and a green flash of light covered him. Confusion’s lion paw suddenly grew long and sharp claws, his wings got larger and stronger, his horns went sharper and longer. His dragon tail spikes grew more menacing. And finally, a second fang grew on his mouth.

“Ultimate Confusion!”

Discord started to move backwards feeling that the power of chaos was greater on Confusion than him.

“No… can’t we talk about this?”

Smirking, Confusion snapped his fingers. A green aura surrounded Discord making him raise a claw that he turned into a fist and then hit his own nose.

“Stop punching yourself!”

Discord began to hit his own face over and over as Ultimate Confusion laughed at this and continued to say ‘Stop punching yourself’ over and over again.
Discord screamed in anger and used all his power to stop his self-mutilation, but it kept going over and over.

Rainbow Dash was rolling over the floor, laughing. “Ahahahahahaa! Classic!”

“STOP IT!” cried Discord.

“As you wish!” said Ultimate Confusion releasing Discord.

Once on the ground, Discord noticed he was surrounded by five of his main targets. Pinkie Pie was still under the smoothie cloud drinking happily.

“Pinkie!” called the others.

“Don’t worry auntie, I can make more now that I have his powers!” assured Ultimate Confusion.

Pinkie Pie nodded enthusiastically and joined his friends. Discord was surrounded, how could he get away from this? Even trying to teleport away was out of the question, since Ultimate Confusion could easily track him down and bring him to his demise. But he had to try.

Discord was about to snap his fingers and run away but Ultimate Confusion landed and hold him tight.

“Do it, I’ll grab him!”

“But what about you, Ben?” asked Pinkie Pie.

Ultimate Confusion smiled to her. “Don’t worry auntie, I trust you would think on something. Now do it!”

The others exchanged a worried look but nodded. They summoned the power of Harmony to use it against Discord. The Ultimatrix started to beep as the green light surrounded Ben at the same time the rainbow-colored light hit Discord.
When it was over, they found Ben lying aside of Discord’s petrified body as everything around them turned back to normal.

“We did it!” said Rarity as she recovered her horn, along with the others.

Pinkie Pie ran to hug Ben. “You did it nephew! You defeated the evil Discord using the Ultimatrix! I’m so proud of you! I’ll throw you a party with balloons, cake and my ultra-mega-secret recipe of fruit punch! Oh and not to mention some of those smoothies you love so much!”

Ben accepted the hug and checked at the Ultimatrix.

“This was one of the strangest villains I’ve ever faced, really. But at least he gave me a very interesting and powerful transformation. This dude is great, is like having all the powers of Alien X without its problems. This is definitely going to my favorite list!”

“Yes, yes, we all enjoyed the show darling!” said Rarity approaching to Ben and staring at the Ultimatrix. “Now I understand why you were so adamant on keeping this thing. My watches are beautiful but not as interesting as yours!”

“I really want to know what the hay just happened!” said Rainbow Dash. “Hey, don’t take it the wrong way, it was cool seeing you kicking Discord’s butt but I really want to know what’s going on.”

Ben noticed that all his friends were looking at him, so he smiled and showed them his watch. “As I have told Discord, the Ultimatrix has a database for of over a million alien species. All I need to do is to select the alien I need, and then start kicking box. I am a famous superhero known as Ben 10!”

“So how many transformations you have. You have ten, or a million?” asked Twilight.

“Well, back when I got the Ultimatrix for the first time, I used to have access to ten only. Now I have access to like seventy or something.”

“I am so proud of you Ben!” said Pinkie cheerful. “Now that everypony knows let’s focus on planning the celebration party!”

Fluttershy looked at the watch, worried. “Pinkie is not that I like to pop your bubble, but this is very concerning. Ben is just a colt, and I don’t feel right that such a colt like him haves such a powerful weapon. And I think Princess Celestia would agree!”

“Hey, the Ultimtrix is not a weapon!” said Ben.

“How ya’ call a thin’ that can turn ya’ into ten or more aliens then?” asked Applejack.

Ben shook his head.

“You don’t understand! The Ultimatrix is a tool created to study all life in the universe. In fact, several species that went extinct were brought back to life thanks to the power of this device. It even repaired the genetic damage of a whole race because of this!”

Twilight frowned. “This is the first time I hear about something like this. This must be alien technology, right?”

“Yes. It was created by Azmuth, the most brilliant mind in four, maybe five galaxies. At least according to him!” joked Ben.

Twilight nodded, thoughtful.

“I see, and this Ultimatrix of yours not only storages DNA, it collects it as well!”

Ben nodded.

“Yes, and thanks to that I was able to get Discord’s powers and use them against him!”

Spike and the girls came out of the library to admire the watch.

“That was amazing Ben! Can we see which other transformations you have, please?” asked the Crusadres.

Ben shook his head.

“I’m sorry girls, but the Ultimatrix need to recharge after that many changes. Maybe later!”

“Awww, okay!” said the girls.

Ben nodded as he simply relaxed against a wall, when a shadow flew over their heads and landed right in front of them. It was a tall, majestic pony with both beautiful wings and a beautiful horn. With a mane that looked like the Aurora Borealis.

“Princess Celestia!” said the girls, bowing before the pony.

Ben shook his head, and he bowed too.

Celestia nodded and smiled at them.

“A great job my little ponies. Especially you Ben Tennyson Pie. This was the most interesting spectacle I’ve ever seen in my long life. But I must admit I was ready to intervene when you turned into Discord’s doppelganger but I’m glad everything went well in the end.”

“Thank you!” said Ben.

Twilight just looked at Princess Celestia. “Princess, since when you’ve been watching?”

“Since I felt a strange presence at my garden, looked at the window only to see a shapeshifter creature that turned from a flying monster to a super-fast monster, and then a black thing that turned my personal balloon into a war machine. How are those things called, Ben?”

“Galvanic Mechamorphs. Bio-tech creatures who have the ability to join and upgrade any type of technology.”

Princess Celestia nodded and then looked at the petrified Discord.

“You’ve done an excellent work, Ben Tennyson Pie. But I am afraid Fluttershy is right. I cannot allow that a colt such as yourself carries a dangerous device just like that. Even if it is not a weapon, you cannot deny that it can become a real menace on the wrong hooves. Especially now that you have added Discord to its many, many transformations.”

“What do you mean?” asked Ben, fearing the worse.

Princess Celestia put her hoof on Ben’s shoulder. It was a maternal tranquilizing gesture, but Ben knew that she had some bad news for him.

“Ben, I need to confiscate the Ultimatrix.”

Author's Note

So here it is, the climax chapter but not to worry. We still have one more chapter to go. I hope you liked it and,

Read ya’ later!

Hey, this isn't goodbye. Is just farewell!

Hey, this isn’t goodbye. Is just farewell!

“Ben, I need to confiscate the Ultimatrix!”

Ben walked backwards.

“No, you can’t!” said Ben.

“I can and I will, Ben Tennyson Pie.” said Princess Celestia, patiently. “Is just as Fluttershy said, I cannot allow that such a young foal carries around something as dangerous as the Ultimatrix. There are thousands of Equestrian warriors more qualified than you to bear it, but I won’t give it to them either. This dangerous device must keep sealed forever, out of reach for anypony so it won’t fell on the wrong hooves.”

“But Princess, the universe counts with me! I am Ben 10, the greatest hero in the world. Without the Ultimatrix I’m just Ben.”

Twilight patted his back. “Ben, please try to understand. Princess Celestia wouldn’t do this if she didn’t know it’s the best! You have to understand…”

“Azmuth trusted the Ultimatrix to me!” insisted Ben. “And there’s no one better to judge who is most worthy of bearing it than the creator himself! Besides, I’ve been using it since I was ten. And I’ve demonstrated over and over that I am the only one worthy of wearing it.”

Celestia frowned. “If I knew that something as dangerous as the Ultimatrix was on the hooves of such a young colt, I would have taken it a long time ago. I will personally speak with this ‘Azmuth’ so you don’t have to worry about him, and I’ll give the Ultimatrix back to him under the condition he would never give his little device to any of y little ponies ever again. Now, stop arguing with me Ben Tennyson Pie. You’re only making things more difficult for you, and, in the bottom of your heart you know that’s the right thing to do.”

Ben shook his head and looked at the Princess, defiant.

“Princess, you are not the first and won’t be the last who try to take the Ultimatrix away from me. Vilgax, Weaponmasters of Tehadon, and believe me; never with good intentions. Is not that I don’t trust you, but experience have taught me that having someone who tries to take both the Omnitrix or the Ultimatrix away is never a good sign. Besides the Ultimatrix is joined to me! The only way to take it off from me is to chop off my hoof!”

“You are not going to chop his hoof off, aren’t you Princess?” asked Fluttershy.

“Of course not!” said Celestia frowning. “Now listen, Ben Tennyson Pie, do not speak to me on that tone ever again. You are nothing but a colt and I forgive you, but there is a line of rudeness you shouldn’t cross and one day you would find somepony who is not as patient as I am, and it wouldn’t end well for you.”

Ben lowered his head, he got it.

“Good, now extend your hoof so I can take the Ultimatrix.”

Ben did as he was told, resigned to what was about to come. Princess Celestia started to pull the Utimatrix with her magi. Nothing happened. She raised an eyebrow, confused, but she just used more power to keep pulling. But it didn’t work. Celestia frowned and increased the power of her telekinesis, but all she did was to drag Ben around.

“Are you okay, Princess Celestia?” asked Twilight, concerned.

“Yes, I’m okay Twilight Sparkle! Is just that I’m surprised the device could resist one of my powerful spells. Anyway, I just have to try a different spell, there would not be a problem.”

She charged her horn and tried to use a different spell, trying to separate organic from inorganic matter so she can take the Ultimatrix, but it failed. This was starting to annoy her, and it was clear for everypony. She tried a third spell, which was as ineffective as the other two only managing to drag Ben from left to right.

Celestia’s eye twitched and she started to charge all of her power on her horn and then use a powerful traction spell on the Ultimatrix as she started to walk backwards.

The watch started beeping.

“Ben, stop please!” warned Ben. “You are about to activate the defense mechanism!”

She kept going, too focused on her spell to pay attention to Ben. But then a green energy blast came out of the watch, sending Celestia through a wall. She groaned in pain as the others ran to help her.

Rainbow Dash flew towards Ben glaring at him. “Hey, what do you think you’re doing to Princess Celestia!”

“Hey, I tried to warn her! The Ultimatrix uses that whenever it feels a menace.

Princess Celestia went back on her hooves rubbing her head. “Ben is right, Rainbow Dash. This wasn’t his fault. But it seems that we have to go to Canterlot to try other ways.”

…

Several hours later; Ben, along with his aunt and her friends were sleeping peacefully around a table as a famous scientist tried to remove the watch. He was like the hundredth pony who tried and failed miserably. Both magicians and scientists tried one after another and every single one of them failed. And when Celestia and Luna tried to do it at the same time, the energy blast sent them both flying.

“Dear sister, I quit!” said Luna walking away.

Celestia couldn’t blame her. In fact, she was about to quit herself. So much time an effort were wasted on trying to remove a toy from a foal.

And finally, the last pony threw the towel.

“I am sorry Princess Celestia. Modest apart I am one of the best scientists in Equestria and this device is way out of my possibilities!”

Said that, the scientist went away with his tail between his legs. Celestia watched him leave and she sighed, defeated.

“Huh? Are we done?” asked Ben waking up at Celestia’s sudden movement.

“Yes! Keep that thing! There is nothing we can do to take it off!” said Celestia admitting defeat.

“That’s because primitive minds such as yours would never be able to even start understanding the complexity of my best creation!” said a voice right behind them.

The sudden voice made everypony to wake up and turn where the voice was coming from. It was a small creature about 25 centimeters of height with green skin and round green eyes; he was wearing a green and black robe.

“Azmuth!” greeted Ben.

“The most brilliant mind in four, maybe five galaxies.” said the small being with a smirk. “I’ve just came here to pick up Ben.”

Ben smiled. “Oh Azmuth, you shouldn’t have to. So, my mission was to kick that Discord’s guy butt?”

“Not exactly, Ben.” said a second voice joining in. Ben smiled when he recognized Paradox in his pony form. “You see, in an alternate timeline where you had nothing to do these girls were able to stop the God of Chaos on their own, even if it represented a huge challenge to their friendship.”

Pinkie Pie ran to greet Paradox with a huge hug. “Oh wow! Is so nice to see you! Thank you so much for bringing me a new member of my family, even if he is from another dimension! And tell me, did I do a good job taking care of Ben? Did I? Did I?”

“You did a great job, Pinkie Pie! You see, Ben’s mission was more than just defeating Discord. He had to earn your trust and friendship. In a near future, that friendship would help you save the universe.”

Everypony exchanged a look and smiled happily, since they were amazed how the power of friendship could cross borders even across alternate dimensions or timelines. Ben rolled his eyes but smiled as well.

Azmuth cleared his throat. “Also, I needed Ben to collect the DNA of the Draconequus. His powers would help him to save the universe soon. It would be handy to have a creature as powerful as a Celestial without all its restrictions.”

Celestia sighed. “I see, well I guess we owe you one for saving us form Discord. But I wish we had the opportunity to take care of Discord on our own.”

“You did, and it was an astonishing work as usual!” assured Paradox.

Pinkie Pie finally separated from Paradox and looked at Ben with sad puppy eyes. “So is this goodbye, Ben?” asked Pinkie Pie.

Ben smiled at Pinkie and hugged her. “Come on aunt Pinkie Pie, this is not goodbye. Is just farewell. Remember what Paradox said, making bonds of friendship with you six would help me save the universe soon! We just have to wait a little bit!”

Pinkie hugged Ben back. “Yes, yes! I’ll be looking forward for it!”

Ben joined Paradox and Azmuth as the time and dimension traveler made the preparations to leave.

“Wait, wait, wait!” said Pinkie Pie. “We agreed we’ll have a party when this was over! You owe me a party Ben!”

Paradox winked an eye to Pinkie Pie. “Don’t worry! You’ll see each other soon enough, and when it happens, we’ll have an even bigger party!”

Pinkie Pie took his words to heart and waved a hoof at the group as they disappeared.

“Are you okay Pinkie Pie?” asked Twilight.

The pink pony cleared a tear coming from her eye.

“It’s okay! I know he would come some day! We just have to wait!”

Author's Note

And here it is, the last chapter. A bit loose but I just wanted to give it a sappy ending and get ready to translate the sequel. I hope you liked it and,

Read ya’ later!!

SEQUEL PREVIEW

SEQUEL PREVIEW:

“Aunt Pinkie Pie,” said the green projection of Ben. “Vilgax’s army is too big and sooner or later he would capture me despite Rex, Gwen and Kevin are on my side. This is why I told Rex to go to Equestria. Vilgax cannot put his hands on the Ultimatrix. This is why I need you to keep it safe. No matter what, keep the Ultimatrix away from him.”

Rex when he heard that, just as the rest of the ponies. Princess Celestia and Twilight tried to stop the container to go to Pinkie Pie but it was already too late. The device have attached itself to Pinkie Pie’s hoof.

And they knew nothing they could do would be able to ever remove it from there.

Pinkie Pie, Ben 10, Generator Rex; Heroes United!