Ben 10: Equestria Pony

by MLPFan98

Rating: teen
Tags: Spike, Science Fiction, Cutie Mark Crusaders, Adventure, Derpy Hooves, Crossover, Main 6, Ben 10, My Little Pony: Friendship is Magic, Alternate Universe, Romance, Tirek
Length: 51466

After Ben Tennyson and Rook Blonko are accidentally summoned by Twilight Sparkle. The two heroes will make new friends and get used to this newest world as famlair enemies plan to strike back.

Twilight was trying to use a spell that could open a portal for her to visit the human world without using the mirror. But rather than a portal, she accidentally summons Ben Tennyson and his partner Rook Blonko instead. it couldn't be a worse time because they're facing a crisis. Until they can get home, Ben and Rook will make new friends and explore this new world as three familiar enemies plan to strike back at them, (This takes place in between Seasons 6 and 7 and during Season 8 of Omniverse.

Romance will happen at one point so Ben will be aged two years older than he was in the original show.

Published 2023-07-13 08:00:01 UTC
Last updated 2024-09-12 00:30:48 UTC

Spell Mishap

Author's Note

Hey everypony! How are you? I have returned with a new story and I promise it will be better than the last one!

So remember how I was going to do a rewrite of my Ben 10 story? Well, I looked at the rules and saw that I can't write the same story…if I remember correctly it says such. So this time, it will be a much different story.

So here’s the lingo of the story. Ben Tennyson and Rook Blonko find themselves in Equestria after Twilight is practicing some magic. And the two heroes decide to make their dues and stay till Twilight can figure out a way for them to get home, but unknown to them, two familiar enemies end up joining forces to strike back.

This will take place during season 8 of Omniverse, think of it as an altered version of the episode ‘Malgax Attacks’ And during season 6 of MLP.

Anyway, let's get down to it!

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

Ben 10 belongs to Man of Action and Cartoon Network

Spell Mishap

Castle of Friendship

"Here's the book, Twilight!" Spike said as he came with a rather large book in his hands. Today, Twilight Sparkle was going to look through the book to look at some spells for her to try.

"Great, thanks Spike." Twilight said with a smile as she used her horn to get the book from him. She then looked through the book to see, because there was one particular spell she wanted to try out…just one.

“So…uh…Twilight?” Spike asked with a raised eyebrow. “What exactly are you looking for?”

“Well, remember that mirror? The one that lets us go to the other world?” Twilight asked.

“Yea….why?”

Twilight smiled. “Well, I am looking in here to see if there is any possible way for us to go into here without using the mirror.” She said as she read over the pages. “I mean we know the mirror doesn't always work, and plus I want to see more of Sunset and make sure she is doing alright.”

Spike nodded his head. “Sounds fair enough, if anyone can open a portal it;s you Twilight.” He said with a smile. “Although there is also Celestia and Luna too.” He said.

Twilight rolled her eyes at him and smirked, she then went back to her book as she read it over and over. “Ok, all I need to do is concentrate really hard.” She said as she then closed her eyes and her horn began to glow. “Concentrate…concentrate…” She thought as the light on her horn grew lighter and brighter than ever!

Bellwood

Ben Tennyson, the wielder of the Omnitrix and his partner, Rook Blonko were both sitting down at Mr. Smoothie, and they were not too happy. You see about a whip ago, they were told about someone breaking into the Galvan Historical Museum and stealing some of the remains of the mutated Galvanic Mechamorph Malware. They don't know who did it, but whoever it was…it was not good.

They worried the two completely because whoever stole the remains of Malware, would obviously use them for evil purposes…and Malware was not easy to beat. Ben remembered that too well…the mutant stole one of his favorite aliens when he was younger.

“I don't know what we’re going to do.” Ben said as he drank his smoothie. “All Azmuth said was that whoever stole the remains knocked out all the guards…this isn't good." He said.

Rook nodded. "And whoever did it the cameras were all messed up, so we do not even know who did it." He took a sip of his smoothie and pondered. "Who would steal Malware's remains?"

This left the two in thought…who would steal his remains?

Ben sighed "Maybe we should figure-"

POOF

In a light purple flash, Ben and Rook instantly disappeared from their spots, drinks left behind.

Castle of Friendship

Twilight's horn stopped flashing…and nothing happened really, much to her disappointment. "But…I don't get it." She said with solemness. "I could have sworn that the spell would work."

Spike went up and placed a comforting claw on her arm. "Maybe you should try again later. I mean you have been trying other spells today."

Twilight looked over at him and smiled. "Yeah, I guess you're right-”

POOF

A bright purple flash had spawned in the first area and Ben and Rook both popped right out of it. When the light vanished, the two heroes had to take a moment or two to realize the situation they were just in.

“Uh…Rook?” Ben said.

“Yes, Ben.”

“Weren’t we just at Mr. Smoothies just now?”

“Yea, but where-” but when Rook saw Ben his eyes widened and gasped in shock.

Ben looked at him with confusion. “Rook? What's goi-'' But then he felt a bit weird. “Woah, what's going on? And why do my hands feel…like I have no fingers?” He asked.

“Ben….look at your hands…or where your hands should be.” Rook said, trying to remain calm as possible.

Ben raised an eyebrow and raised up his arms to see something that spooked him. His hands were not there anymore…instead in his hands there were…hooves! He then went right over to a mirror (it was a tad bit hard due to him being on all fours) He then saw his reflection. His whole body was turned into that of a pony stallion with green fur, his hair turning into a mane and he had a tail that was the same color. His shirt was still on him but no pants, and he still had the Omnitirx on his left wrist. At the sight of his appearance, he was shocked.

“GAHHH OH MY GOD I’VE BEEN TURNED INTO A HORSE!” Ok…so maybe the term shocked was an understatement. But Ben was very shocked at this transformation..but wait…was the Omnitrix activated? Ben used his right hoof to press the Omnitrix, and it activated just like that. So that means that the Omnitirx didn't transform him…he was transformed of his own accord.

“Ok, Ben?” rook asked the bewildered teen. “Let's just remain calm, ok.” He said. “Freaking out about this won't help.”

Ben looked at him as if he was crazy. “Are you nuts?” Ben said to him. “I’ve been turned into some sort of horse! And we have no idea where we are!” He said as he then activated his Omnitrix to get in contact with someone. “Rook, get your badge and see if you can contact someone.”

Rook got out his Plumbers badge and tried to contact someone and Ben did the same…and it didn't work at all. “Shoot, it’s not working…” He said as he put his badge away. “Wherever we are, we have no way to contact any of our friends.”

As they were talking, Twilight and Spike saw them and were stunned, did it work? But wait..one of these creatures was a pony, and the other one? Just…what was he?

"U-uh, excuse me." Twilight said, getting the two's attention. "Uh…hello." She said with a smile.

Ben and Rook both looked at her and Spike, at each other and then back at them again. "Uh…hi," Ben said. "Do you know where we are?” And that led to some awkwardness.

Twilight, still surprised by the sudden new arrivals in her castle, regained her senses. “R-right, sorry. I’m Twilight Sparkle, my friend Spike.”

“Sup,” The young dragon said to them. Ben and Rook looked at him with curious eyes.

“And you're in my castle…in Equestria,” Twilight said with a sheepish grin.

Ben and Rook looked at her and began to process everything. “Ok, Twilight, Spike, castle, Equestria.” Ben said as Twilight nodded. “Wait…did you bring us here?” He asked her.

Twilight frowned. “I’m sorry, but I didn't mean to, I was trying to pen up a portal that could take me and Spike to the human world and-”

“Wait, what do you mean to open a portal?” Rook asked.

Ben winded his eyes. "Equestria, I never heard of it befo-wait a minute." He thought. "Are we in another dimension? Becasue this is pretty cool!" He then frowned. "Of course...it would be better if I wasn't a horse..."

Twilight looked at them. “So…uh…how much do you guys want to know?”

“Everything, please,” Rook said. “We just wish to know why we are here because we are facing a crisis right now.” He said.

Twilight then used her horn to bring over some chairs for them to sit on, the sight itself was surprising to them both. Ben immediately thought of Gwen, was this horse a magic user? But he decided to save the question for later.

Ben and Rook took their seats and faced Twilight. “Ok, so where to begin…” Twilight said as she sighed. “This place is named Equestria, home to many creatures such as ponies, griffons, yaks, and many others.” She said to them.

“And the area we are currently at is known as the Castle of Friendship in Ponyville.” Spike said as he munched on a gem. The sight made Ben and Rook raise eyebrows. Spike saw and smirked. “Never seen a dragon eat gems before?” He asked.

“Wait, dragon?” Ben asked. “You're a dragon?” He asked, with Spike nodding his head a bit nervously as well. Ben then smiled big. “That’s so cool!” He said with excitement.

Spike then raises his own eyebrow. “Wait, you think I’m cool?” He was naked.

“Duh! I never seen a dragon up close before!” Ben said with a smile.

Spike turned to Twilight. “Well, well.” He said smugly.

"Well," Ben said. "not a baby dragon at least." He said.

When he said that, this made Spike go wide-eyed. "Wait, you met an actual dragon before? Where you're from?" He asked with excitement.

Ben nodded. "Yep, it's a bit of a long story that I'll explain to you later though." He said, with Spike being all giddy.

Twilight rolled her eyes and turned to Ben and Rook. “Again, I’m so sorry for dragging you both here by accident.

Ben sighed. “It's fine, like Rook said, back in our dimension, there is a bit of a crisis going on and we need to get back home as quickly as possible.” He said. “Do you think you can do that spell and send us back?”

Twilight then looked to the ground and was a bit sheepish. “Uh…well…here's the problem.” she said as she dragged her left hoof to the ground. “That spell was…well…it only works once a month…so…”

“So what you're saying is that we are stuck here then.” Ben said. “Just great….” He said as he then put up his hoof to reveal the Omnitrix. “And I can't even get in contact with the others.” He said.

Twilight still continued to look down with a shameful look on her face. “I’m sorry…” She said to him,

Ben looked at her. “Hey, it's fine.”

“But this crisis you mentioned..” Twilight said.

Rook then gave her a gentle nod. “I’m sure our friends will handle the situation when the time calls for it.” He said to her,

Twilight looked at them both. “You sure you guys aren't mad at me?” She asked, with the two nodding heads. “Thank you…” She said to them, but then looked confused. "you both seem to be taking this well-being in another dimension of course..."

Ben smirked at her. "Well, this isn't the first time I traveled to another dimension before." He said, much to her shock.

"Wait, you went to another world too?" She asked, with Ben nodding. "you need to tell me everything!"

Spike looked at the Omnitrix with wonder. “Hey, Ben, what's that thing on your wrist?” He asked.

Ben looked at the Omnitrix and smiled. “Well, since we’re going to be here for a while…I hope you two like long stories.” He said to them as they all began to sit down and Ben and Rook began to tell their stories.

BOOM

Then the place shook for a bit, spooking the others.

“What the hell was that?” Ben asked with surprise. Twilight immediately got off of the chair and turned to the door.

“I don't know but I’m going to go check it out.” she said as she then began to run for the door with Spike in toe.

“C'mon, Rook. If we’re here, we might as well help.” He said as Rook agreed and the two began to follow Twilight and Spike out of the castle.

Ponyville Rumble

Author's Note

Well, here we are everypony, the second chapter.

This will be when the citizens of Ponyville will see the two heroes in action. so stay tuned for it

So you saw me put the romance tag on there and you know what? I decided that I will do the romance.

I guess I was just a bit nervous because I was new at it and I didn't know how it would feel having Ben be with a pony since he is a human...of course, if you've seen my favorites page then...heh ':twilightblush:

so what should I do? Pair Ben with one of them? Or should do a harem? If I am to do a harem my pick so far would be the Mane Six and Derpy...maybe one more if I feel like it. but what do you think?

anyway, let's get right into it!

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

Ben 10 belongs to Man of Action and Cartoon Network

Ponyville Rumble

Ponyville

Twilight, Spike, Ben, and Rook both ran out to see what the commotion was. Ben looked around to see ponies of many different colors and appearances run away. And when they got to the center of town, they saw what the issue was.

To Ben, it was a rather bizarre creature, because it was a bear…but it also had traits similar to an insect? The bear has the coloring scheme of a panda, but in addition, there are two additional arms, an insectoid antenna, wings, and a stinger. This creature was known as a Bugbear.

Twilight was shocked. “The Bugbear is back? Again?” she asked. Making Ben And Rook look at the creature with confusion.

"Jeez, and I thought Animo's experiments looked weird…” Ben muttered under his breath. But he saw every one of the pony citizens run in terror, and he then glared at the monster.

“Twilight!” They all turned to see five ponies running up to her to join them, much to her and Spike’s relief. These five mares are named Applejack, Fluttershy, Rarity, Rainbow Dash, and Pinkie Pie. Together, along with Twilight they were the representations of the elements of Harmony, powerful relics. Together these mares have tangled with the likes of the chaotic entity known as Discord, and fought against the vicious centaur, Tirek, and recently fought the wicked Queen of the Changelings, Chrysalis.

“Girls, thank Celestia you're here.” Twilight said as she faced the bugbear, "It seems as if the Bugbear got loose again.” she said.

Rainbow Dash grinned. “Right, so all we gotta do is kick his butt right? I want payback for biting me right on the flank!” she said as she pounded her hoofs together.

Ben saw them all and wanted to introduce himself, but he felt like he could do that later. “Hang on a sec,” He said, getting their attention. “Rook and I got this, you all make sure the citizens are alright.” He said as he turned to Rook. “Ready?”

Rook got out his Proto-Tool. “Yes,” he said as they were about ready to leave, but Twilight stopped him for a minute.

“But Ben, you-” But she was interrupted.

“Don't worry, I got this, and besides, you get to see us both in action.” Ben said with a smirk as he ran to join Rook. Twilight looked concerned, but the others were confused as to what he is.

“Uh, Twilight,” Applejack said. “Who're those fellers?” She asked, while they were confused as to who Ben was, they were even more confused about Rook.

Twilight turned to the girls, "I will explain later, for now…all we can do is make sure everypony is safe…and make sure Ben and Rook are safe too.” She said as the others went to see if the residents were alright.

The Bugbear roared ferociously as in his hands was the pegasus by the name of Derpy Hooves, who was terrified. “Somepony help me, please!” she called out as the bugbear roared again.

“HEY!” The Bugbear then turned around to see Ben and Rook glaring hard at it. “Why don't you pick on somebody your own size!” Ben called out. The Bugbear growled at Ben and roared again. Ben smirked and activated his Omnitrix. “Alright fuzzy, get ready to meet my good friend, Humungosaur!” He said as he slammed on the dial and was engulfed in green light. 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.

“FOUR ARMS!” He shouted as he then got a good look at himself and governed. “Really? Four Arms?” He asked in annoyance. “Well…this could work, and hey! I still retain my normal alien forms in this world…interesting.” He said with interest. The Bugbear looked a bit startled by the new creature, but after a second he didn't care as he then tossed Derpy away, making the pegasus scream in fright. Four Arms then gave a mighty jump in the air and caught her. He then landed with a mighty thud and looked at the frightened Derpy. “Hey, are you alright?” He asked her.

Derpy was a bit startled by the creature, but at the same time, she was very grateful and smiled. “Yes, thank you Mr. Monster.” She said with a smile as Four Arms put her down, and she took off.

“Uh, I’m an alien..” Tetramand muttered, but then the Bugbear roared again and Four Arms turned back to face it and punched his fists into his palms. “Alright Yogi, let’s wrestle!” He shouted as the Bugbear then charged at him with its stinger, but Four Arms grabbed the stinger at the very last second and slammed the beast right into the ground.

The Bugbear was not deterred however as it got up and roared again as it charged. But Four Arms raised his arms back and slammed his hands together, creating a large shockwave that launched the Bugbear backward into the ground.

The Bugbear then got up and turned its sights to Rook, the creatures roared and charged right at him, but Rook managed to narrowly dodge the stinger and he then used his Proto-Tool to fire a shackle to try to restrain the beast. But he was able to break free and attempt to strike Rook, but he delivered a roundhouse kick right to the Bugbear's face.

The ponies were watching this all happen and were simply shocked. Who was this weird creature? And where did he come from? But at the same time, they were grateful. Rainbow Dash was simply smiling. "Woo hoo!" She cheered, with Spike on her back and cheering alongside her. "Kick its butt, red guy!"

Pinkie was smiling wide. "I don't know him, but I want him to be my friend and throw him a 'Thank you for defeating the Bugbear, and welcome to Ponyville' Party! Him and that other guy!" She said,

The Bugbear attempted to slash at the Tetramand, but he swiftly dodged and delivered an uppercut right to the jaw, and then he grabbed the bear's arms and slammed it right in the ground once again many times while saying. "Heads I win, tails you lose," He said as he then slammed it right on the ground with a mighty thud.

The Bugbear attempted to her up again…but it was no use as he then fell unconscious. Four Arms smiled and placed his hands on his hips. "Heh, you ain't so tough." He said as he pressed the dial and turned back into Ben, well not really since he was still a pony.

Ben then looked at his Omnitrix and wondered why he retained his alien forms even as a pony. Until he thought. "Since the aliens I got are from other planets…they might not be affected. But this begs the question…why am I transformed though?"

As he was wondering if all the ponies were coming right out of hiding and taking these two new figures in awe and shock, who were they? Rook noticed and got nervous. "Uh…Ben, we got company." He said

Ben looked at the jaw-dropped ponies and nervously smiled. "Uh….hey." He said to them all. "I know you might be nervous, but no reason to be alarmed. Me and my partner here come in peace." He said with a smile. But there was still some silence though and Ben got a bit nervous "Uh…" He said.

*CHEERS*

Much to their shock, the ponies of this town began cheering for Ben and Rook, clapping their hooves or just cheering, making the two feel relieved. But then.

"How did you do that?"

"Are you a Changeling?"

"So you have a marefriend?"

All of these questions were making the town feel slightly overwhelmed but luckily…

"Everypony please," Salvation in the form of a lavender alicorn! Twilight and her friends trotted over to the two. “I know you all have major questions for our new visitors, and I promise they will answer your questions when everypony calms down.” With that said, almost everypony in the area calmed down a bit, but were still wondering about the two newcomers and saviors.

Ben smiled at Twilight for helping them out and turned his attention toward the citizens. “Ok, let me just say my name, everyone. I’m Ben Tennyson, and the guy next to me is my partner, Rook Blonko. I promise any questions you have for us will be answered.” He said as he raised a hoof in the air. “Question though…how much do you all love stories? Because it's a very long one.” He said.

“Yay, story time!” Pinkie Pie said as she somehow got a chair from somewhere, and everypony in the area sat down to hear Ben and Rook's story.

“So here's the scoop. Me and Rook…we are not from this place…in fact, we aren't from this dimension at all.” He said as he ponies in the audience gasped in surprise. “How many of you heard of a species called humans?” He asked, many ponies looked a bit confused. “Ok, fair enough. And I promise to explain human stuff to you all later. But basically, I am actually a human, and since this palace is different species, I was changed into a pony…which I still need to get used to because I’m still trying my best to walk on all fours.” He said sheepishly, making some of them giggle a bit.

“A human? Here?” Said a particular unicorn with an aquamarine coat, cyan mane and tail, and gold eyes; Lyra Heartstrings. “Oh my Celestia, this is so exciting!” she said with a big smile and squealing with delight.

Ben smirked. “I guess someone here heard of a human.”

“I got one!” Rainbow Dash asked, looking suspicious. “How did you turn into that big red guy? She asked.

Ben smirked and raised his hoof. “You see the thing on my wrist?” He asked, with everypony nodding. “This is what's known as an Omnitirx. A device that allows me to transform into different aliens.” He said, making everypony gasp.

“Uh, what are aliens?” Derpy asked.

“Think of them as beings from other planets not native to your own, Rook here is one.”

Rook smiled. “True, I am a Revonnghander from the planet Revonnah.” He said, making everypony gasp even more.

Ben then smirked. “And you're going to ask me how I got this…well…I did ask if you liked long stories, and trust me…this is going to be a big one.” He said with a smile.

“*GASPS*” Pinkie did a loud gasp as she then used her front hooves to drag everypony (sans Twilight and the other girls and Spike) and dragged them all to parts unknown, leaving the others behind.

Ben and Rook were a bit bewildered by the action though. Why did that pink one just drag every citizen away?

"Don't worry about Pinkie Pie." Twilight said with a smile. "Oh, let me introduce you to the other girls." She said as the grisly then trotted over.

Applejack smiled at them and tipped her hat. "Howdy, name Applejack." She said as she stuck the roof out and Ben And Rook shook it.

"Country girl huh?" Ben asked with a smirk.

"Mmhmm," AJ said with a wink.

Rarity was next. "Charmed, darlings, I'm Rarity." She said with a voice of elegance. "Ben, that is a magnificent shirt you're wearing. And Rook was it? I do admire the body suit.”

"Oh, uh, thanks…" Ben said with some uncertainty. Rook doing the same thing.

“Hey, that was pretty cool, what you did there.” Rainbow Dash said to them both. “I mean, I bet I could have done a better job but whatevs. Names Rainbow Dash, the fastest flier in all of Equestria.” she boasted proudly.

Ben looked at her and smirked. “Fastest huh?” He thought. “I wonder how fast she is against XLR8, Jetray, or Fasttrack.” He thought with some amusement, he would have to get with the Thai girl and challenge her to a race..or at least a speed contest to see just how fast they can be.

Fluttershy went up to them and looked a bit nervous. “Uh…I’m Fluttershy…” she said nervously as her mane covered her face. Ben looked at her with some concern.

“Hey, no need to be afraid, We’re not going to hurt you.” Ben said with a reassuring smile at her

Rook then got on one knee and looked at her.” That's right. Ben and I are the good guys…no need to be nervous of us.” He said.

Fluttershy peeked out of the corner of her mane to see the reassuring smiles on their faces, and this made her smile a bit as her mane parted. “Sorry…I’m not used to meeting new ponies…” She said.

Ben smiled. “Hey, I understand, meeting new strangers can be a bit challenging. No need to be ashamed of it. Never be too careful, right?” He said with a smile. A smile that made Fluttershy smile a little bit.

Twilight smiled at them, feeling relieved that they are not intimidated at all by the newcomers. “So Ben, I was wondering-”

“As I said,” Ben said, interrupting her. “I know you want to know how you did that…and I said this is a very long story, and since everyone here saw me…I feel as if I should explain to everybody in this town rather than just you guys.” He said to them,

“Awe, but why not now?” Spike asked. “I want to know about snow.” He complained.

Ben smiled and used his left off to palace it on his scaly head. “All in due time my dragon friend..all in due time. Plus I want to know where that pink one took the others…Pinkie, was it?” He asked them, with them nodding their heads yes. “The only question is…where did they all go?” He asked.

“Oh! They must be at Sugarcube Corner, just follow us.” Twilight said as her entourage led both Ben and Rook to their destination. As they walked, the ponies were wondering more about the newest arrivals, especially Rook.

“So..uh...Rook was it?” Twilight asked. “Not trying to be rude…but what exactly are you?” She asked.

Rook smiled. “I am a Revonnagander on the planet Revonnah.” He said, making the ponies gasp a bit.

“Wait, planet?” Rarity asked.

“Yea….have you ever heard of aliens before?” Rook asked, making the ponies shake their heads. “Well, aliens, like me. Come from other plants far in space.” He said.

This made the ponies even gasp more, an alien among them? This was a lot to take in, Twilight would report to the princesses and do some notes as well.

“And what about you darling?” Rarity asked Ben.

“Well, I’m actually a human, but for some reason, I was transformed into a pony when Twilight accidentally summoned me here..”

“Wait, you brought them both here?” Rainbow asked.

Twilight sheepishly blushed. “It’s kind of a long story…” She said, not knowing where to start. “Oh look! We’re here already!” She exclaimed with relief.

Sugarcube Corner

Ben and Rook were awed by the sight in front of them, for it looked like a very large gingerbread house. Ben's mouth began to water a bit and Spike noticed.

“Dude, it's not a real gingerbread house.” He said with a small chuckle. But then it turned sheepish. “Trust me…I made that mistake too.” He said, with the girls rolling their eyes a bit and for Ben to laugh.

“Don’t feel bad about it, little buddy.” Ben said. “I’m sure it's happened to all of us at one point.” He said as he then approached the door and opened it. “So anyway, what’s-”

“SURPRISE!!” Ben was startled and fell back onto his flank for a moment, breathing heavily.

“Ben!” Rook said as he then knelt and helped Ben up. “Are you alright?” He asked.

Ben was still panting a bit. “I think I just saw my life flash before my eyes.” He said, before regaining his composure and smirking. “Despite the danger I have been in, it was pretty awesome.” He and Rook then entered to see all the ponies of Ponyville smiling at them both, and they saw a banner that was hanging on the wall that read. “Welcome-To-Our-Town-and-thanks-For-Saving-Us” Ben and Rook were pretty surprised.

“Wait…is this…for us?” Rook asked.

“Yeppers!” The Revonaggander jumped back to see Pinkie on his shoulders with that big grin of hers. “So do you both like it? Do you? Do you? Do you?” She asked.

“Pinkie!” Twilight and the others exclaimed. Twilight used her magic to get Pinkie down. “They just got here, don't start bombarding them with questions!”

“Sorry Twilight, but I’m just so excited! We got two aliens with us, and they saved Ponyville! They deserve the best welcome party ever!” Pinkie said with a big enormous grin on her face.

Ben was amused by her antics, and he turned his attention over to Applejack. “Does she have a sugar problem?” He asked her.

Applejack snickered. “Sometimes, we don't even know, sugarcube.” She said to him,

“Sugarcube?” Ben thought as he was then interrupted by Pinkie standing on the table.

“Everypony, listen up!” She said, getting their attention. “I am holding this welcome party for our newest friends, Ben and Rook! Who if you all know, just saved this town not that long ago! So let's make them feel welcome!” She said as everypony cheered. Ben and Rook smiled at Thai affection, of course, they were used to it, but something about this was rather..different.

“I think we might like this place.” Ben thought as he then waved his hoof. “Hey, every…pony?” He asked that last part, getting their attention. “Listen, me and Rook appreciate all of this, but you don't have to act like we're superior, just treat us just like any other pony in this place, no need to put us on a pedestal.” He said with a smile.

All the ponies there smiled at his assumption, of course, they wouldn't worship him, but they were amazed by his humbleness. And the thesis brought some other cheers as well. Ben then got their attention again. “So, you're all wondering how we beat that huge bear thing in the town right? And how did I turn into that bug red guy?”

Everypony nodded their heads eagerly. “Well then,” Ben said with a smirk. “Pop a squat somewhere, because it's a really long story.” He said as everypony in the place sat on their flanks. “Ok, first of all, let me introduce ourselves in case some of you didn't hear in the town earlier. My name is Ben Tennyson, and the guy next to me is my partner, Rook Blonko.”

The rook smiled at them all and waved. “It's a pleasure. Now you're all wondering what I am and where I came from, well you see, me and Ben are actually from another dimension different from this one.” He said. Making everypony in the place gasp with awe.

“So…you're not from Equestria then or beyond the borders?” Asked Derpy.

“Nope,” Ben said. “In our dimension, there are creatures called humans and aliens. I am actually a human but got turned into a pony upon being summoned here, and Rook here is an alien.

“In case you don't know, aliens are different species not native to their own planet." Rook explained. "In our dimension, I am a Revonnghander from the planet of Revonnah." He said, making many ponies look awed.

"OK, but can we address the big question," Spike started. "How did you take down the Bugbear?" He asked.

"Spike!" Twilight scolded.

Ben chuckled. "It's fine Twilight." He said as he then held out his hoof. "I used this, the Omnitrix." He said as the ponies went up and inspected it closely. “Now I know it looks like an ordinary watch, but it's not. This device allows me to transform into many different super cool alien heroes, like what you saw today.” He said as he heard some oohs and ahhs. “I’ll show you all another one so you get the idea.” He said as he then scrolled through the aliens and he smirked. “Alright, stay back everyone, and Spike…you're going to love this one!” He said as he slammed the dial down and was engulfed in green light.

When the light vanished, standing in his place was a plasma-based life form with a body that is composed of super-hot plasma, that was covered up by dark reddish brown volcanic rocks. His hands are the only ones not covered as well as his feet, which were shown to be slightly oval-shaped with only two toes and one back toe. His collarbone resembles a volcano that is shown to generate a hair-type fire that covers his entire face, leaving no nose or ears. This is Heatrblas, the Omnitirx’s sample of a Pyronite front eh planet Pyros, and one of the many first aliens Ben turned into.

“HEATBLAST!” He shouted. The ponies in the room all looked at the new creature with looks of shock, awe, and amazement.

“Wow! So cool!” Spike said with stars in his eyes as he went right up to him. “I've never seen that before in my life!”

Heatblast knelt down and smiled. “Told ya, you would like it.” He said.

“So amazing!” Pinkie said. “You could bake over many different pies with it, or maybe bake many cakes, or cookies, or- '' but she was stopped by Rarity.

“Darling, please.” she said. Twilight was shown writing this information down with a quil, using her magic.

Heatblast then pressed the dial and turned back into Ben. “Heatblast is one of the many aliens I have in my Omnitrix, but I got more.”

“Uh, question.” Asked a cerise-colored pony with a pink mane and a tail with a white stripe on them and her cutie mark was shown to be three smiling flowers. This is Cheerilee, the teacher of the Ponyville Schoolhouse. “But how many of those…aliens…do you have in there?” She asked

Ben smirked. “Well, so far, I have about 70 of them unlocked.” He said, making everypony widen their eyes. “And once I unlock more, then I will get access to over 1 million aliens.” He said.

SPIT TAKE

Everypony that had a drink in their hooves spit it out in shock. Over 1 million? What was this pony? And how did it go?

“Over 1 million...” Twilight said with her eye twitching. Spike saw this and sighed.

“Oh boy, here we go.” He muttered.

Ben smiled. “Now, let me tell you all about how I got the Omnitrix. You see, it was about 8 years ago, my grandpa Max, cousin Gwen, and I were going on a road trip for the summer vacation. We stopped at a campsite and I went for a walk, and during my walk, I looked up in the sky to see what I thought was a shooting star.” He said.

“Oh, did you make a wish?” Asked a young filly.

Ben shook his head. “Well no, because I saw that the supposed shooting star was actually crashing to the ground, and when it did, I didn't want to go check it out.” He then took a breath. “But then when I got there, it turns out it wasn't a shooting star, it was actually a pod carrying the Omnitrix…well the first version at least.” He said.

“What do you mean, sugarcube?” Applejack asked.

Ben raised his hoof again. “The Omnitrix I currently have is an advanced one. The one I had was actually a prototype.” He said. “But anyway, as I got close to it, the thing jumped and latched onto my wrist, and no matter how hard I tried, I couldn't get it off.” The ponies gasped in surprise. “Anyway that was the first time I activated it and Heatblast, the guy you just saw was the first alien I turned into.”

“And you have had that thing since?” Twilight asked, with Ben nodding. “Wait…you said 8 years ago…how old are you Ben?”

“I’m 18.” He said, and this brought a shock to Twilight.

“So that means you had that thing on since…you were TEN YEARS OLD??”

“Yeppers, dealing with evil threats from Earth and Outer Space, ever since I was around these little kids' ages.” He said with a smile as he motioned to all the fillies and colts sitting in front of him, and brought shock to everypony in the room. A kid at that age? This was nuts. “And I've been using this thing to be a superhero, saving the world and all that jazz ... .how many of you want to hear the story of how I recreated the Universe?” He asked, with Rook sighing and rolling his eyes, there Ben goes with his ego again…

“W-what?” Twilight asked, her eyes twitching again, and Ben smirked.

“Well, It was around two years ago. A device known as the Annihilargh was activated and it proceeded to destroy the entire universe.” He said, as many ponies gasped in horror. “But I turned into one of my aliens known as Alien X, and I was able to recreate the universe.” He said with a smile.

This story then brought many ponies to be shocked in total silence. Just…how powerful is this pony? Twilight herself was wondering this…not even Celestia or Luna could recreate a universe…could they? Twilight began to scribble everything done as her eyes began twitching.

“I got many more stories to tell, but I’ll save those for another time.” He then raised his hoof. “But for now...LET’S PARTY UP IN THIS JOINT!!” He hollered. And that made everypony in the room cheer happily. Ben and Rook smiled at all these faces. "I am still worried about Malware's remains being in possession of somebody...but hopefully Kevin and Gwen can handle the situation...or maybe Professor Paradox can come let me know? I don't know..." He thought.

Meanwhile, Derpy was looking at Ben with her disjointed eyes. "He saved my life when that big Bugbear dropped me." She thought, with a blush forming on her face. "And cute as well.." She then went back to drinking her drink as her mind was still on Ben.

Tour of Ponyville #1

Author's Note

Hey everypony, back with a new update, now last time we got to see Ben and Rook in action and see them take down the Bugbear. now this chapter tey will get to know some of the locals first, which will continue in the next chapter.

So after doing some consideration..this is going to be a harem story (or is it a herd?) And here are the ones who is going to be apart of Ben's herd.

The Mane 6
Derpy
DJ-Pon-3 (Maybe)
Octavia Melody (Maybe)
Marble Pie (Maybe)
Limestone Pie (Maybe)
Coco Pommel (Maybe)

and these are the choices, the ones labeled as maybe are possible, I need some more time to think them over. But I do know that so far, the harem will consist of the Mane 6 and Derpy..if I decide the toehrs, then I will do it. Let me know, but remember, who I include will be my final decision.

Anyways, lets get right into it :twilightsmile:

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

Ben 10 belongs to Man of Action and Cartoon Network

Tour of Ponyville #1

Twilight's Castle

“GROANS”* Ben was not a very good morning person, especially not with a big headache. Last night's party took a lot out of him, nothing but stuffing his face with many confectionaries and drinking lots of stuff. “Jeeze,” Ben said as he rubbed his head with his left hoof. “I haven't eaten that much since…well, I can't remember.” He said as he then took a glance at his hoof and gasped a second before remembering that he was in pony form. “This is going to get some getting used to.” He muttered.

Twilight offered them both a place to stay in the castle, even though they both sorta protested a bit, but there was no arguing with her, as Spike stated. Ben then yawned a bit before getting off of the bed and going to go to the dining room, where Twilight, Spike, and Rook were already sitting down.

“Wow, Rook!” Spike said with a smile. “This Harvest Festival sounds interesting. I bet Applejack would love to take part in it.” He said, with Twilight nodding her head in agreement.

Rook smiled. “Being as how she has a farm here. I have no doubt that she would wish to take part.” Rook said as he then glanced at Ben. “Hey, Ben.” He said.

Ben groggily waved and took his seat. “Too much soda and candy…” He mumbled as he put his head down.

Twilight and Spike both giggled a bit. “Well, that's what you get when you have Pinkie Pie coerce you into doing stuff.” She said,

Spike smiled as well. “So, what are your plans for today?” He asked. This made Ben and Rook look confused…what were they going to do? It wasn't like there was anything to do.

“Maybe you guys could go and explore Ponyville.” Twilight said to them. “After all, I got all I needed from talking to you last night about your world.” she smiled. “I just need to contact Princess Celestia and Princess Luna to tell them about your arrival.” She said,

“Oh yea, you mentioned that this world was ruled by princesses, right?” Ben asked, making Twilight smile

“Mhmm, maybe you will be able to meet them both at one point.” She said. “Anyway, I don't want to keep you both in check, so go out and explore.” She said with a smile. Ben and Rook smiled and got up.

“We’ll be back a bit later.” Ben said as he and Rook took off, leaving Spike and Twilight behind

Ponyville

Ben and Rook then looked all around, seeing the smiling faces of everypony in the place. As they were pondering what to do, they heard something.

“BENNY, ROOKIE!" They both turned to see Pinkie Pie immediately zoom in from nowhere. "So how did you like my welcome party last night? Did you love it, did you? Did you?"

Ben and Rook chuckled. "Yes, it was very nice." Rook said.

"Best party I've ever been to." Ben said with a smile.

Pinkie Pie then gasped. "R-really? Best? I threw you the best party?" She asked, making the two smile. "Yayy, I'm so happy!" She then grabbed her hooves and wrapped the two in a big bear hug. And her hug was so strong that it made it hard for the both of them to breathe.

"So what are you doing today?" She asked them with that big smile.

"Well, we were going to explore the town a bit, maybe get to know some ponies better than we did last night at the party." Rook said to her.

Pinkie smiled. "Oh, goody! Everyone here in Ponyville is so nice. And I bet everypony will be happy to be your friend, especially after last night." She said.

Ben chuckled. "Hopefully,"

Pinkie frowned though. "Sorry guys, I would love to join you, but I'm going to be a bit busy today at Sugarcube Corner."

Ben waved his hoof. "No need to worry." He said. "I think me and Rook can manage." He said with a smile. "But we'll see you later."

Pinkie smiled. "Okie dokie, loki." She said happily as they all began to take off, but not before Ben said something.

"Hey, Pinkie." Ben called out to her, making her turn her head back 180 degrees. And despite Bem being sorta weirded out, he smiled. "That really was the best party ever. You're amazing!" He said as he and Rook took off.

Pinkie stood right in her spot as Ben's words began to get processed in her mind. Amazing? Her? Pinkie's face began to blush red. "A hero, a nice guy, likes my parties…and he called me amazing!" She thought. “I think I’m feeling something here! or is the author moving it a bit too fast?”

(PINKIE!!)

Pinkie giggled as she was now in la la land over the compliment that Ben said to her, her blush not leaving.

After they left Pinkie, the two heroes were now wondering what to do now. “So…what should we do now?” Ben asked Rook, who shrugged his shoulders. “Nice help.” He deadpanned.

“Hey!” The two then turned around to see three little fillies approaching them. Ben recognized them as Apple Bloom, Sweetie Belle, and Scootaloo; the Cutie Mark Crusaders were their name, and helping others find their special talents was their game.

Ben smiled. “Well if it ain’t the Cutie Mark Crusaders,” He said as the three fillies smiled up at him. “How are you doing girls?” He asked them.

“We’re fantastic!” Sweetie Belle said with a smile. “We wanted to know what you two are doing today?”

Ben shrugged. “Well, we figured that we could go around town and get to know some of the locals a bit better. Sure we all met yesterday at that party, but never got a chance to properly introduce ourselves.” He said.

Apple Bloom smiled. “Nice…uhh..can I ask you a question?”

Ben raised an eyebrow. “What is it?” He asked.

Sweetie Belle shuffled her left hoof for a moment. “Would you…be willing to come to our school?” She asked, making the two heroes look at her. “You see, during the party, many of the fillies and colts of our class want to meet you and see more of your alien things.”

Scootaloo grinned. “I know I do!” She said. “So can you come? Can you? Can you?”

Ben and Rook looked at eachother. Why not? After that, maybe they can meet some others along the way. Rook smiled at the three. “Sure thing.” He said. This made the three fillies smile widely.

“Yayyy!” They said in unison, making Ben and Rook smile at their antics. “School doesn't start for another hour, so you have time to explore some more.” Apple Bloom said.

“Do you want us to give you a map of the town?” Sweetie Bell asked. “We did it ourselves.”

“A map would be helpful, yes.” Rook said as Scootaloo handed him the map of Ponyville. “Ok, so the school is not far from here. “I am sure we can find it.”

“Alright, see you all soon.” Apple Bloom said as she and the other two took off, laughing.

Ben and Rook smiled at the three yung fillies, they were so innocent, and downright adorable as well. Ben then took a glance over at the map to see where the tie should go.

“Hey Rook, why don’t we head over to that boutique Rarity mentioned.” He suggested. “She mentioned something about making something for us, free of charge of course.” He then smirked. “And I love free things, free.”

“Of course you do.” rook said. “Alright, let's go then.” He said as the two took off

Carousel Boutique

The two finally made their way toward the boutique, and they were surprised by the design. It looked similar to a merry-go-round..a bit of an odd design for a boutique, but who were they to judge? “Huh, first time I've ever been to one of these.” Ben said. “Rook, does Revonnah have a boutique?”

“Not that I recall.” Rook said as he too marveled at the sight of the building.

“Excuse me.” The two turned 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. “You are both the heroes from the other world, right? The human-turned-pony and the Revonnhagander? I hope I said that right."

Rook nodded. “Yep, is there something we can do for you?”

The mayor smiled and shook her head. “No, I’m Mayor Mare, the mayor of Ponyville, and I didn't get you to say it last night but I am honored to have both of you here in Ponyville. Please let me know if there's anything I can do to make your stay a bit more welcoming.”

Ben smiled. “We;re good for now, but thanks ma’am.” He then snickered. “Wait, Mayor Mare?”

“Yes? Why?” she asked.

Ben snickers a bit. “It’s just a bit funny how your name is Mare, and you have the title of Mayor…which one is your first name and last name?” He asked.

Mayor Mare thought it over, and she too giggled a bit. “I guess you're right, it is kinda funny. But it's my full name, not just the title.” She said as she and Ben laughed a bit, with Rook chuckling.

“But in all seriousness though.” Ben said. “We’re good for now. Thank you though.” He smiled at her.

“My pleasure.” Mayor Mare said as she then took her leave, leaving Ben and Rook to begin.

“I swear, everypony here is nice.” Ben said.

Rook raised an eyebrow. “Everypony?” He asked.

Ben nodded. “Yea, apparently Twilight said to me that that’s what everyone here says..it’s a bit weird, but I’ll manage.” He said. “Now come on, let's get our new duds.” He said.

Rook raised an eyebrow. “Duds? Why would we need faulty ammunition?” He asked.

Ben sighed. “Two years on Earth and you still have a hard time grasping Earth terms…” He sighed as the two went inside.

When they got inside, they were essentially blown away by the many different clothing around the place, dresses to suit, and it smelled of perfume. “Wow…” Ben said in awe.

“I agree,” Rook said in awe. He has been in many different stores in Bellwood, but never in a palace such as this!

“I’ll be right with you!” They heard Rarity call out. “I just need to finish something.”

“ we can wait.” Rook called back to her.

“Ben, Rook?” Rarity called in surprise. “Be right there, darlings!” She said. Ben and Rook looked at eachother weirdly, why did she call them darlings? After a few seconds, Rarity came to greet them at the front desk. “Ah, hello you two.” She said with a smile.

“Hey, Rarity.” Ben said. “I gotta say, thai place is amazing! I've been to a few clothing stores in my dimension..most of the time against my will.” He shuddered at being sent to some clothing stores by force as a younger kid. “But nothing compares to this!”

Rarity giggled. “Why thank you dear.” she said. “But I am curious as to the boutiques of your world though.” She said.

Ben sighed. “As I said, nothing in my world compares to this one, believe me on that.” He said to her. “So we were told by your sister that you had some new clothes for us both?”

Rarity nodded. “Mmhmm, just wait right here.” She said as she then trotted away to another part of the room. “I just need to get them ready."

As they wanted for her, they still took the time to look around the lace and marvel at how elegant and fancy it looked. “Gwen might like this place.” Ben said as he then chuckled. “Good thing she and Kevin ain't here or else she would want to do some shopping and force Kevin to come with her.”

Rook smiled and nodded, but then he frowned a bit. “Hey Ben,” Ben looked at him with a raised eyebrow. “Are you sure you are comfortable with being in this world for a month?” He asked. “I mean so far my impression of the world is positive, but what about Malware?”

Ben sighed. “I know, Rook. I am worried myself…but there's nothing we can do to get back home…I mean Alien X could possibly make a portal, but I told you about Bellicus and Serena.” He sighed at the mention of those names. “And god help me if I get stuck in their conflict again.” He said with annoyance

Rook nodded. “I understand, I am just-”

“Rook,” Ben said to him. “I know you're worried and so am I. But remember, Gwen and Kevin are back in our world and if anything in Bellwood goes wrong, they are sure to help, and plus they got the Plumbers as well.” He said.

Rook sighed a bit. “I hope so…” He said.

“Ok, you two, come on back!” Rarity called as the two then followed her to the back. When they got back there, they were treated to a surprise. “Voila!” Rarity said dramatically. “For you Ben, I took the liberty of looking at your shirt and your Omnitrix thing and designed this.” She then presente Ben an emerald green T-shirt with the Omnitrix design on it, with the Omnitirx being bedazzled by many different rubies and emeralds.

The sight of it made Ben go wide-eyed. “Wow…Rarity…this is…” He didnt even know how to describe it because it was just so amazing.

Rarity smiled. “I know, darling.” She then looked at Rook. “Rook, I designed this nice body suit for you, I hope you enjoy it.'' She then showed him a nice-looking bodysuit that looked similar to his one, but it was also bedazzled by many gems.

Rokk looked wide-eyed. “Wow…this is amazing!” He then smiled down at the unicorn. “Thank you very much, I don't know how we can repay you.”

“It's fine, dear.” Rarity said. “Since you are both new, these are free.” She said with a smile on her face. “But it's best if you take these when you go back to your own world…don't want them to get dirty now.”

Ben was at first a bit disappointed that he didn't get it now…but it did make some sense. “Yea..good point.” He said.

Rarity smiled and looked at them again. “So if you don't mind me asking, what are your plans for today?” She asked.

“Well, we're going to walk around town to get to know the locals well. If we’re stuck here for a month..it only makes sense for us to know everypony as much as possible.” Ben said. “Plus, your sister and her two cohorts want us to come to their school.”

Rarity giggled a bit. “Yea, after the party last night, Sweetie Belle told me about how much the fillies and colts wanted to see more of your alien things.” She said with a giggle. “Well, don't let me keep you both.”

“Nah, it's all good in the hood.” Ben said. He then saw Rarity raise an eyebrow and told her head a little bit. “It’s a human expression.” He said. “Well, we’ll get going now. If you need any help, don't be afraid to ask.” Ben said.

“I won’t.” Rarity said as the two began to make their leave, but not before Ben turned one last time.

“I know you might hear this from everypony around…but you look gorgeous.” Ben said with a smile as he and Rook made their leave. As soon as they left, Rarity began to blush red.

“Oh my…I didn't know a human could be a flirt.” She thought as her face still kept on blushing. “And he is such a cute stallion..”

Outside the boutique, Rook and Ben began to wonder where to go next, since they still got an hour before they had to go to the schoolhouse. “Hmm, where to go now.” Ben said as Rook got out the map and took a look.

“Hmm, maybe we could go to-”

“LOOK OUT!” They both looked up to see something come right at them and they quickly moved out of the way for the figure to crash land right in front of them. Ben and Rook realized that there was actually Derpy, who was wearing a mail delivery uniform.

“Derpy?” Ben asked in surprise.

The mailpony looked up and smiled. “Oh, hi Ben, hi Rook!” She said as the two then began to help her up. “How are you both today?”

“We’re…fine.” Ben said, a bit cornered for her. “Are you ok?” He asked her.

Derpy smiled and nodded. “Yea, just me being clumsy…again.” She said that last part with some sadness, but it quickly went away. “I was just going over to deliver these until I made my crash.”

Ben looked at her bag and thought of something. “Hmm, hey Derpy, how about I take care of them for you?” He asked.

This made the lazy-eyed pegasus look at him with shock. “What? I don't want to burden you with-”

“It’s totally fine, and plus Twilight gave me a map over all of Equestria, so I will know where to go.” He said with a grin, and while Derpy was actually happy for him offering, she was still unsure. And Ben could see it. “Derpy, it's fine, I can handle it.” He said with a grin.

Derpy looked to see that he was serious, and her blush was beginning to form again. “Well…ok then..” She said as she then took the bag off of her neck and placed it around Ben’s neck. “But how are you going to get to all of them?” She asked.

Ben smirked and activated the Omnitrix and looked through his aliens, with Deroy actually taking a peek. After he selected it, the core came popping out and Ben slammed his hoof on it and was engulfed in green light. When The light vanished, standing in his place was a tall, sei-armored Velociraptor-like alien with large black orbs on his feet, a black tail with four blue stripes, and bulky claws on his three fingers on each hand. He was also wearing a black, cone-like helmet that showed his blue face with green eyes, black lips, and stripes under his eyes. He was also wearing a black bodysuit with a green shirt covering his chest and going all the way to his neck. This is XLR8, the Omnitrix’s sample of the Kineceleran species.

“XLR8!” He shouted as Derpy looked at him with awe. He then looked down at her and smiled. “Be back in a flash.” He said as he then put his visor down and dashed right off. The force from the dash actually made Derpy's mane go backwards a bit like wind.

“Wow…” Derpy said in awe and wonder…just what was that stallion? Rook saw her and looked concerned. “He’s so amazing..”

“Derpy, are you alright?” He asked, but Derpy was still lost as her mind was still on Ben, her blush not going away.

After only 5 minutes, XLR8 was finally back in Ponyville, with an empty mail bag around his neck. He then pressed the dial and was turned back to Ben. “Here you go, Derpy.” He said as he handed her the bag, which she exposed.

“Ben..I don't know what to say.” She said with a grateful smile. “Is there anything I can-”

“Nope.” Ben said. “I am a hero after all, and heroes help others. Even if I am not kicking some serious bad guy butt, I am always willing to help out a friend.” He said with a smile. “Anyway, we need to get going.”

“Oh yea!” Rook said. “We got to get down to the school!” He said as the two were about to make their leave.

“Wait at the schoolhouse?” Derpy asked, with the two nodding their heads. “My little sister goes there, her name is Dinky…say hi to her for me, please?”

Ben and Rook both smiled. “Don't worry, we will.” Ben said as they made their leave. When they left, Derpy could feel her heartbeat go fast.

“Sweet Celestia!” She said as her blush was beginning to emerge. “Am I falling-No, no,” She shook her head. “It’s nothing but just a silly crush I will get over…besides.” She then said as she looked down in sadness. “Who would ever want to be with a clutz like me…”

Ponyville Schoolhouse

Ben and Rook finally made their way to the Ponyville Schoolhouse, where they spotted Cheerilee and many students out and about. “Well, here we are.” Rook said.

“Mmhmm,” Ben said. “I wonder what sort of questions they will ask, besides the obvious ones of course.” Ben said as they began to walk towards Cheerilee. “Ms. Cheerilee!” Ben called out.

The mare in question turned around and smiled. “Ben, Rook!” She said as she went up to them. “What are you doing here?”

“Apple Bloom, Sweetie Belle, and Scootaloo told us to come do0wn here, said something about the fillies and colts wanting to know more about us.” Rook said.

Cheerilee sighed. “Those three I swear. I’m sorry boys.”

Ben smiled. “Eh, don't worry about it. We already agreed to it so no point getting out of it now, right?” He asked.

Cherrilee sighed. “I guess, you two get in the class, and I’ll round up the kids.” She said, The two nodded and made their way inside the school.

5 minutes later…

Well Ben was able to enter normally, but Rook had to duck a bit, it was a bit hard for him since he was a tad bit taller. At that point the class begna t pile in and when they did, they were amazed at seeing the two heroes in their classroom, and they all immediately began to ask many questions, which was a bit overwhelming.

“Kids!” Cheerilee called to them, getting their attention. “I know you have any questions for these two, but please return to your seats and they will answer whatever questions you have for them.” She said, making them all groan and return to their seats. The sight made Ben snicker a bit, he remembered when he had to do school.

“Ok everypony.” Ben said with a smile. “If you didn't already know, I’m Ben Tennyson, the guy next to me who is squashed like sardines in a can is Rook Blonko.

“Ha-ha, I forgot to laugh..” Rook sniped at him as the younger ones giggled a bit.

Ben smirked. “At least he is better at understanding sarcasm.” He said as he turned his attention to the younger ones. “Now, Apple Bloom, Sweetie Belle, and Scootaloo said that you had some questions for us, and we’ll answer the best we can.” He said. Many of them all raised their hooves, some more anxious than others, making Ben chuckle a bit. “Ok…let me see ... .you,” He said.

The filly he pointed to has a pale magenta coat with a light violet mane and tail with white streaks, blue eyes, and her cutie mark was shown to be a tiara on her flank. This young filly is named Diamond Tiara, the daughter of Filthy Rich and Spoiled Rich, the richest ponies in town. There was a time where she used to bully the Cutie Mark Crusaders, but has since then become their friends, and much nicer as well.

“Is it true that you have over 70 of those alien things in that cool gizmo of yours?” She asked, with Ben nodding. “Can we see one? Pretty please?” and this made the other students plead to him, with the Cutie Mark Crusaders being the most vocal.

Ben smiled. “Alright, alright, just hold your horses everypony.” He said as they all giggled at what he said, and he chuckled as well. “That was a bit ironic..” He said as he then activated his Omnitrix to see what kind of alien to pick out. “Some of my aliens are large, so let me keep things a bit more on the downscale, shall we?” He then smiled as he chose his alien and pressed on the dial and was engulfed in green light.

Standing in Ben's place was a rodentoid alien wearing a green and black jumpsuit in which his ears were shown sticking out and he also wears a pair of white gloves. He is shown to have a big, blond mustache, beaver-like teeth, and a potbelly with the Omnitrix is shown on his green and white belt. This is Mole-Stache.

“Mole-Stache!” He announced, with the entire class looking awed.

“Uh, Mr. Ben?” A young colt asked, he was a young Earth pony with a white coat and brown spots, a dark brown mane and short tail with streaks, and his eyes were a deep, reddish brown color. This young colt’s name is Pipsqueak, a colt who moved from Trottingham. “What kind of..alien is that?”

Mole-Stache chuckled. “Oh little one, even I do not know.” The small alien said. “But let me show you what I am capable of, shall I?” He asked as he then used his mustache to grab hold of Cheerilee’s desk and lift it with no effort, making the class awe in wonder. “I would do more but I don’t wish to damage your teacher's classroom.” He said as he then twirled the desk on his left mustache’s hand fingers, making the class awe even more.

After a few minutes he placed the desk back in its original spot, and pressed the dial to turn back into Ben. “So, does anyone else have a question for me?” He asked. And a few hooves were raised. “Hmm…let me see….you.” He said pointing at a filly.

She was an adorable unicorn with a light violet coat, a blond mane and tail with light, goldish, gray streaks, and her cutie mark on her flank was shown to be a bubble, similar to Derpy. This little one was named Dinky Hooves, Derpy’s little sister.

“My big sister said that you saved her from the Bugbear, is that true?” She asked.

Ben looked at her. “Are you Derpy’s little sister?” He asked, with her smiling and nodding her head. “Yeppers. Saved her and gave that large bear thing a good but whooping.” He said.

“Too bad we couldn't see it!” Said a small unicorn with a grayish opal coat, moderate orange mane and tail, and buck teeth, and a cutie mark being scissors on his flank. This is Snips. “Next time a creature wreaks havoc, I need to see it.”

Ben smirked. “Sure, but keep away from it, so you don't get caught in the crossfire.” He said. “Now, any other questions? Maybe one for Rook over here?” He asked.

“I got one!” A fillie said, she has a bluish gray coat, a light gray mane and tail that was braided and the mane ended tied with a pink ribbon, and had on a pair of blue glasses and a pearl necklace. This is Silver Spoon, like Diamond Tiara, she was once a bully to the Cutie Mark Crusaders, but has since become their friend. “Rook, right?” She asked. “Do you have a girlfriend?” she asked

Rook looked surprised and Ben snorted. “Oh, wow, that was a bit surprising.” Rook said but he then smiled. “But yes I do, her name is Rayona, and she lives on my home planet rather than Earth.” He said. Making the fillies in the room go ‘AWemE’

Ben snickered a berth as Apple Bloom raised her hoof. “Your planet..what is it like?”

“Revonnah?” Rook asked as he then smiled. “It is a beautiful place, filled with the terrain of many farms and silos.” He said. “And I know you all think it might be boring, but we also have multiple suns.”

This made the young ones gasp in surprise. Multiple suns? How do they sleep? Dink raised her hoof again.

“Mr. Rook, you said that you and Ben are plumbers…does that mean you guys fix people's plumbing outside of benign heroes?” She asked.

Ben and Rook snickered a bit. “Not really Dinky.” Rook said. “You see, in our dimension, Plumbers are an intergalactic law enforcement, dedicated to protecting the universe from galactic threats.” He said as this made the colts and fillies awe in wonder.

“Well, technically,” Ben started. “I’m more of a superhero than a Plumber but-”

"Ben..” Rook started with a short glare, making Ben roll his eyes. Making the class giggle a bit.

“Hey Ben,” Scootaloo said, raising her hoof. “You told us all about how you recreated the Universe, can you tell us more about your adventures?” She asked.

Ben smirked at her. “Sure, let me explain to you all about how I stopped an invasion.” He said to them as they all went silent and listened closely. “So this was three years ago, me and my cousin Gwen and my best friend Kevin were facing a group of alien species known as the Higbreed, a race of aliens from another planet, from destroying the Earth.” He said.

“Why did they want to destroy your planet?” Diamond Tiara asked.

Ben sighed. “Because they were dying.” He said, making the young ones gasp. “You see, the Highbreed believed that their blood was the purist of any other species, and the result of it was inbreeding. And after so much of it, they were starting to die off. And they figured that if they were dying, then they thought many other species from other planets deserved to go out with them.

This made the young stupidest and Cheerilee gasp in horror. How could they do such a thing? “How horrible!” Cheerilee said with shock in her voice.

“Yes, but I was able to stop it…by saving them.” He said, making some colts and fillies raise eyebrows. “I used the Omnitrix to reconstruct the Highbreed DNA, using the DNA of the many aliens in the Codon Stream; which is a liquid database for the Omnitrix..well the prototype at least.” He said.

The students' jaws dropped upon hearing this story…this was a lot to take in, not even the many heroics of the Mane 6 was in comparison to this.

Cheerilee smiled. “Well Ben, you certainly are the hero that everypony here would look up to.” She said with a smile.

Ben smiled back. “Right, so listen everypony, it was a good time, but me and Rook gotta get going now.” But that was met by many of the students voicing their protests. “Now, now, now. I know you want us to stay a little while, but we indeed want to go explore more of this place, since we are in this world for about a month…we need to get used to our surroundings. But hey we will still be around…maybe see if we can get some jobs.” He said as Ben and Rook began to take their leave, but not before turning back. “Oh, Dinky, your sister says to her by the way.” He said with a smile as he and Rook took their leave as the fillies and colts waved goodbye to them both.

“Ben and Rook are so awesome!” Scootaloo exclaimed with a big smile on her face.

“I agree! Ben saving the world from an alien invasion? Just awesome!” Said Snips.

“Too bad we didn't meet him sooner he could have helped Twilight beat that awful Lord Tirek.” Silver Spoon said.

The only one who didn't talk was Dinky, who looked at where Ben stood and smiled. “Big sis was right, he is nice.” she thought with a smile on her face.

Outside the schoolhouse, Ben and Rook weee now wondering where to go next. “Hmm, how about Sweet Apple Acres?” Rook suggested. “Applejack mentioned that her apples are amazing.”

Ben smiled. “Sure, and let's see if we can help them with anything as well. We gotta earn our keep since everypony here has so far been so nice to us.”

“Yea,” Rook said as they began to make their way to Sweet Apple Acres.

Tour of Ponyville #2

Author's Note

Hey everypony, sorry for the long delay, life has it out for me.

Are you alright Fanny?

Yea, Pinkie...just got a lot of crap going on at the moment no need to worry about me.

Awe, but I don't want to see you sad! I do get a question, how much longer still we are officially Ben's herd?

Well, we need to have you guys develop further feelings for him and I need to get him to begin falling for you. Sure you guys are blushing when he is near, but it doesn't prove anything as of yet.

Well..ok then. And by the way everypony, if you saw his blog he has finally decided on who should be part of the herd! so go check it out!

*chuckles* Thanks Pinks, so anyway, look forward to this next chapter as Ben and Rook explore more of Ponyville and we see the Royal Sisters and an old friend of Tennyson :)

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

Ben 10 belongs to Man of Action and Cartoon Network

Tour of Ponyville #2

Sweet Apple Acres

It didn't take Ben and Rook that long to find Sweet Apple Acres, all they had to do was to spot some apple trees, and they found them. As soon as they got there, they were greeted by a sight of many apple trees and a large red barn.

“Wow!” Ben exclaimed in awe.

“I agree!” Rook said. “Now I hate to say this, but this beats many of the farms on Revonnah.” He said as they continued to make their way to the farm.

BAM

They both heard some banging and went to go investigate. After a few minutes, they saw Applejack using her hind legs to kick an apple tree, getting some apples down, and putting them in two barrels. The sight made the two heroes raise eyebrows.

“What is she doing?” Rook asked.

“Don't know, but we better go see if she needs some help.” Ben said as he and Rook began to make their way towards her. “Hey, AJ!” Ben greeted me.

When Applejack saw them she smiled at them. “Howdy Ben, Rook. What are y’all doing here?” She asked.

“Well,” Rook said. “We just want to explore the town to get to know everypony a bit better. We just came from the Schoolhouse, where your sisters go.”

Applejack sighed. “Sorry about that. I told her that you two wanted some time before being hassled, but she is just so stubborn.” she chuckled. “Sometimes I think she takes more from me.”

Ben smiled. “No need, it was nice meeting the young fillies and colts there. So..what exactly are you doing?” He asked.

“Oh, I’m apple bucking.” she said. “It's when me and my big breather Big Mac buck down the apples and we inspect them and take them to the market for selling.” She said,

Ben and Rook Were both impressed. Kicking down apples? Sounded like hard work and fun as well. “Well, would you like some help?” Ben asked her. “I mean, we got nothing to do.” He said.

Applejack saw them and frowned a bit. “Are you sure? I mean if you wish to help then fine, but I don't want to burden the both of you.”

Rook smiled. “We want to make sure we have a good reputation in this world, and it starts by helping ponies and any other creatures around so we get to know them better.” He said.

Applejack saw the smiles on their faces and sighed a bit. “Well..if you're sure, then fine. But how are you going to- '' Then Ben smirked and raised his hoof, which showed the Omnitrix, and Applejack sighed. “Oh right, that face doohickey of yours.” She said, “Well you guys can start by bucking some apples over there if you’d like.” She pointed her hoof over at some nearby trees. “Big Mac went to take a break so you can use those barrels under there.

“Got it!” Rook said as he and Ben made their way to the trees.

“Oh and another thing.” applejack said. “There’s a certain spot on the trunk that you need to kick to get the apples out.” she said to them, making them both nod and head over to the trees.

When Ben and Rook got the trees, they knew what to do, Ben took one tree, and Rook took the other tree. Rook, with his martial arts training, kicked the tree and in an instant apple fell off the branches and landed into the barrels with ease, making him surprised. Ben had transformed into Four Arms and punched the tree, rather than kicked, and apples fell and landed in the barrels.

10 minutes later…

Rook and Four Arms were able to buck nearly all the trees that were needed. And the two were panting a bit, this was some pretty hard work indeed. How Applejack and Big Mac do this is beyond them.

"I do not remember this being so tiring, not even the farming on Revonnah is like this." Rook said as he wiped some sweat from his forehead.

Four Arms nodded. "I agree with you, partner." He said as the two then took a breath.

*DING DING DING*

"Ben, Rook!" Applejack called. "Come get some lunch!" She called them. Ben and Rook felt their stomachs rumble and thought the same thing…they needed some food. Four Arms then got the barrels and brought them over to the barn, and then transformed back.

Inside the farm was a dining room that had apple-related food on the table. Apple pie, Apple fritters, you name it. The sight of all that amazing food made Ben and Rook’s mouths water in delight.

“Oh my!” Rook said.

“I agree!” Ben said as the smell of it was going right through his nostrils. “I mean, I would love some chili fries...but I think I can live off Apple-related products for a month.”

“So, you like what you see, boys?” They both turned to see Applejack standing behind them with a smirk on her face, This made the two blush a bit out of embarrassment. “Well don't just stand there, we got to eat!” She said as she made her way to the table, and soon following was a red stallion with a red coat, white freckles, and a mane and tail that were both colored dirty orange. His hooves are shown to be light yellowish gray and he was wearing some sort of horse show around his neck and his cutie mark is a green sliced apple. This is bg McIntosh, commonly known as Big Mac, the older brother of Applejack and Applebloom.

Another pony was actually already sitting down at the table, she was a frail elderly pony with a lime green coat, and wearing an apple handkerchief around her neck. Her mane is shown to be light gray and tied in a bun as well as her tail. Her cutie mark is shown to be an Apple Pie. This is Granny Smith, the grandmother of Big Mac, Applejack, and Apple Bloom.

Granny Smith saw the two heroes and smiled. “Well, if it ain’t the young heroes from the other world!” She said with a smile. “Names Granny Smith, this here’s Big McIntosh.”

“Eeyup!” Big Mac said with a smile as they all began to sit down and prepare to eat, everything looked so good that it almost made Ben and Rook feel bad about eating it all up.

Applejack sliced two pieces of Apple Pie and handed them over to Ben and Rook. “Dig in, boys.” She said with a smile.

“Don’t mind if I do.” Ben said as he and Rook both took a piece of pie and placed it into their mouths and when they did, it seemed as if fireworks went off in their mouth. Their taste buds danced a bit. “This ... .this is the best thing I've ever eaten!” Ben exclaimed with winged eyes.

“It is so good!” Rook said as he happily ate another slice. Ben just savored the taste inside his mouth. Sure he had lots of apples in his life and some pie, but this? This was something else entirely.

Applejack smiled. “Well, you ain't gonna find ourselves any better apples than here in Equestria.” She said as they all began to dig in. “So what are y’all gonna do afterward?” she asked.

“Possibly explore a bit more.” Rook said to her as he then took a bite of his apple fritter. “We might go and visit Fluttershy as well, maybe see if there is something we can do to help her with something.” He said.

Granny Smith looked at them. “I hear you youngins’ have quite the life.” She said, 'Battling against interglacial threats?’ She asked, with the two nodding their heads. “By the way sonny, your name is Ben Tennyson, right?” She asked, Ben, nodding his head. “Do you know someone by the name of Max?”

Ben spit out his fritter in shock. “Y-yea, he is my grandfather….how do you know my grandpa?” He asked.

Granny Smith smiled. “Oh, I was but a young mare back then, I remember your grandfather and a few other of his Plumber buddies coming to this world to chase after some weird creature…can’t remember the name.” Granny Smith wondered. “But yea…he was cute as well.” She said,

Applejack and Big Mac looked at her with shock. “Granny, you never told us this.” AJ said.

Granny Smith shrugged her hooves. “You never asked.” She said as she turned her attention to Ben again. “What is he up to nowadays?” She asked.

Ben smiled. “Oh well at first he was retired, but then he got out of retirement and…well…it's a bit of a long story, but he is now the Magister of Earth.” He said with a prude smile.

Granny Smith smiled as well. “Good for him. If you ever go back, tell him I said hello.”

“I will,” Ben said as he then looked at the Big Mac. “So, Big Mac, right?”

“Eeyup.” He simply said. Ben was told by Applejack at the party that her brother didn't talk much…and Ben decided to have some fun with him.

“So, you like bucking apples?” Ben asked.

“Eeyup.”

“Is it a good workout?”

“Eeypup.”

Ben snickered. “And do you see yourself bucking apples for the rest of your life?”

“Eeyup.”

Ben laughed a bit. “Classing. I could do this all day.” He said as the others laughed a bit as well.

20 minutes later….

After that delicious meal, Ben and Rook were ready to go back out to explore. They did offer to help out Applejack some more with the bucking, but she politely declined, saying how they did enough.

“Hey Big Mac,” Ben said. “If you ever need help hauling stuff, I’m your guy.”

“Thank you, Ben.” He said with a smile.

Ben was shocked. “Oh, my god! He actually spoke more than one word!” He said dramatically. “The world must be coming to an end!” He said, making Rook, AJ, Big Mac, and Ben laugh a bit. “Ok, so Aj, I’ll see you later!”

“So long boys.” Applejack said as the two heroes then departed from the farm. As they left, Applejack couldn't stop but think about Ben selflessly helping her buck some apples. Once a time she would normally refuse and do it herself, but she has since come to accept help from her friends.

The very thought of Ben's smile… made her blush a bit. "Ben…what a guy." She thought as her blush stayed on her face.

Big Mac saw her face and chuckled to himself. "Looks like sis has herself a crush." He thought with a cheeky grin.

Fluttershy's Cottage

It didn't take Ben and Rook long to find Fluttershy's cottage, it being outside of Ponyville a little bit. They took to the cottage with interest, being in the woods and all that.

"What a nice house." Rook said.

"I agree," Ben said. "I wonder why she lives outside Ponyville though.." He did wonder why that would be…but whatever, who was he to judge?

As they got closer to the door. Ben couldn't help but remember the faces of each Mare he met so far, Twilight, Rarity, Pinkie Pie, Derpy, and the others. Their kindness to him and Rook, and helping them out even though they're total strangers in a new land… made Ben feel nice.

He also couldn't help but blush at the image of them..he never felt like this since…since…Julie…Ben then quickly shook his head, not wanting to think of it now and come back to it later. But something else came to mind as well.

Granny Smith mentioned that Max and a few other plumbers came to this world before…why has Ben never even heard of that till just now? It just didn't make any sense. Did Max forget? Or did he not tell Ben for reasons unknown? Ben wanted to know and if he was to see his grandfather again…then he would know.

Now the two were at Fluttershy's door and he gave a knock on it. They heard some hoof beats from the otherwise. "Who is it?" Fluttershy's soft, sweet-spoken voice said.

"It's Ben and Rook." Ben said to her. Then the door opened to see Fluttershy looking at them both with a smile on her face.

"Ben, Rook." She said with a smile. "What are you doing here? If you don't mind me asking."

"We are exploring more of Ponyville," Rook said. "And we figured that we should come and visit, see if there is anything you might need help with."

Ben nodded. "If not, we can come back some-"

"No!" Fluttershy exclaimed. She then coughed and blushed out of embarrassment. "I-I mean, it's fine…I'm glad you both are here…would you like to come in?" Ben and Rook smiled and nodded and followed her inside.

The two were in awe at the sight of the inside of the treehouse, it looked like any normal living room, but it looked so neat and tidy, the perfect place to live if you needed a place to keep quiet.

“Fluttershy, this place is nice.” Ben said with a smile as he looked aorund.

“I agree,” Rook said. “This is the perfect place you need if you wish to have some quiet time.”

Fluttershy blushed a bit at their compliments. “T-thank you both.” She said with a small smile. “Please, make yourselves comfortable.” She said as she motioned for Ben and Rook to sit, and they did just that. “May I offer you both some tea?” She asked with a smile.

Ben shook his head. “No thanks, not much of a tea drinker.” He said, making Fluttershy shrink a bit.

“Oh, I-I’m sorry.” she timidly said, making Ben raise an eyebrow.

“Hey, no need to get nervous.” Ben said as he rubbed his head sheepishly. “Sorry, I must have been a bit too blunt..still pops up from time to time.” He said to her, “Would water be alright?”

Fluttershy smiled and nodded. “Mmhmm, be right back.” She said as he then went right to the kitchen area to get the water. After doing it she came back with three cups, one for each of them. “Here you go...I hope it’s alright.” She said,

“It will be fine, thank you.” Rook said with a smile as he took a sip of his water. “So, Fluttershy…Ben and I are wondering if there is something you might need help with?” He asked.

Fluttershy looked at them with surprise. “Me? I-I don't want to be a burden to-”

“You won’t be.” Ben said to her with a smile on his face. “Me and Rook are heroes, and we help people…well ponies…you get what I mean.”

Fluttershy gave a small giggle. “Well, I do need to feed some of my animals…” Her face blushed a bit. “Would you both be willing to help? If you want to of course. Ben and Rook nodded, and this made the timid Pegasus smile. “Thank you both so much!” She said as she then began to go get ready and for Ben and Rook to look at eachother.

“So, helping feed some animals, not too bad, right?” Ben asked.

Rook nodded. “If we are going to get into the graces of everypony here, then we need to do what we need to do.”

Ben sighed. "Yea, I know…and besides, how many animals could she possibly have?”

10 minutes later….

“Oh…My….God…” Ben and Rook both had their jaws dropped when they were in Fluttershy’s backyard, which was teaming with as many animals as you could possibly imagine! There was a rabbit, some raccoons, and…was that a bear? How did-what the?

"OK my friends, you'll be fed soon enough, I bought some new friends for help." Fluttershy said to them all as she looked over at Ben and Rook. "Come and meet my animals." She said with a smile. And departed being a bit nervous, the two heroes swallowed it up and went over.

Fluttershy smiled. "Everyone, this is Ben and Rook. They're new to Equestria, so please treat them well.” She said Ben looked at the animals, not wanting to be seen as scary he simply knelt down and gave a short wave.

"Hey…animals." He said sheepishly, and some. of the animals backed up from him, making him nervous. "Yea…I don't think they like me."

"No, no. They haven’t seen you before…so they are nervous, you just need some patience and time." Fluttershy said to him.

"Yea…I guess." Ben said as he looked around. "So, where's the food?" He asked. As Fluttershy pointed her hoof right over there to see some bags. "Cool, thanks." He said to her and went over to get the bags as well as Rook.

The two noticed that there were a lot of them, and they couldn't just let Fluttershy take them all, so Ben smiled and activated his Omnitrix and pressed on the dial, and was engulfed in green light.

Standing in his place was a small white, humanoid alien with a body resembling a robot, but not really. He is shown to have a square appendage that resembled an MP3 player on his back with a port on, which was decorated with a 10 symbol and there were what looked like cassette tapes on his lower legs. There were some sound holes on the backs of his hands and on the side of his mouth was green and his lips were black lines that looked like an amplifier. And he was shown wearing headphones that were attached to a backpack. This is Echo Echo, the Omnitirx’s sample of the Sonorosian species.

“Echo Echo!” He said as he then duplicated himself into many different other copies, five to be exact. “Alright, guys!” Echo Echo #1 (Main One) “Let's help Fluttershy bring food for her animals.” He said.

“Got it boss!” They all said in unison as they then went over to grab as many bags of food as they could, and Rook also helped them as well. They all brought bags of food over and opened them up to feed the creatures.

“Well,” Echo Echo #1 said as he wiped the sweat from his head. “That should do-YIPE '' but he was swooped on by a yellow blur, who held him in her hives.

“Ben, I’m sorry...but you are the most adorable creature I’ve ever seen!” she squeals as she hugged Echo Echo #1, making the other Echo Echoes laugh a bit, and even Rokk got a few laughs.

Echo Echo #1 struggled to break free of her grasp though. “Uh, Fluttershy.” He said. “I understand if you think I'm cute and I’m flattered, but could you please let me go?” He asked.

Fluttershy then snapped out of her animal-loving phase and looked at him sheepishly. "Right..sorry." she said as she put him down. And he pressed the dial and he turned back into Ben, with the other Echo Echo's vanishing in green light. Fluttershy smiled at him. "You and Rook didn't have to-"

"It is fine, we wanted to." Rook said to her with a smile.

"Anything to earn our place in this world," Ben said to her with a smile. Afterward, they helped her feed the animals. Well…Fluttershy did, because the animals were still a bit nervous around Ben and Rook, since they had never seen them before.

“Sorry about not feeding them, '' Ben said as he sheepishly rubbed his head with his hoof. “Is there anything we could possibly help you with, Flutters?” He asked.

The timid Pegasus actually developed a small blush when he called her that. "W-well...no, it's fine. R-really." She said, turning her head away.``

Ben looked at her and smiled. "Well, ok then." He said as the animals began to dig into the bags, with him watching. "I take it you love animals, huh?"

Fluttershy nodded. "Very much." She said to him with a smile

Ben looked at her and back at her animals and frowned. "Hopefully, Animo doesn't find his way in this world…" he thought with dread, if Dr. Animo found his way here…and if he were to see all these animals, there's no telling what he would do. And Fluttershy seems to care about her animal a lot….no…he won't let that happen...if Animo finds his way here…then Ben would stop him.

“Ben?” His thoughts were stopped by Fluttershy who looked at him with a concerned frown on her face. “Are you ok?” She asked him.

Ben looked at her and saw the innocence in her eyes, those eyes of turquoise..something about them made his face heat up a bit. “Uh, yea..I’m good.” Ben said as he coughed a bit into his hoof a bit nervously.

But Fluttershy wasn't so sure. “Are you sure?” She asked him. “And please don’t lie to me. I won't be mad if it's something, I promise.” She said to him,

Ben sighed. “Sorry, it's just…with your animal friends here…I worry about one of my enemies coming here.” He said to her, making her wonder, but at the same time nervous too. “His name is Dr. Animo…a mad scientist who does experiments on animals to use as an army.” He said.

Fluttershy gasped in shock. Why would any pony do such cruel, inhuman things to animals? The very thought made her shake with a mixture of sadness and anger. “How dare he?” she whispered in an angry tone.

Ben then placed his hooves on her shoulders, making her flinch a bit. “Fluttershy, I know we just met…but believe me. I will not let anything happen to you or your animals ... .and if Animo does find a way here, I will make sure he doesn’t lay one finger on your animal friends.” He said to her, “Right Rook?” He asked, with the Revonoghander nodding in agreement.

Fluttershy saw the determination in Ben’s voice, and it made her heart beat a bit fast as well as blush appearing on her face. “T-thank you Ben.” She said as she then quickly gave him a hug, a hug that he returned.

“Now,” He said as the hug ended. “Is there anything else we can help you with?” He asked.

Fluttershy shook her head. “No, you and Rook helped me more than enough.” she said with a smile. “And I don't want to keep you both from exploring more of Ponyville.” She said as she turned to the other animals.

Ben and Rook looked at each other and nodded. “Well, ok then.” Rook said. “But do not fear asking us for help if you need it.” He said.

“I won’t.” Fluttershy said as Ben and Rook then took their leave, with Fluttershy watching. As she watched them she had many thoughts in her head. “They are both so nice…I just hope whatever crisis in their world is resolved soon.” She smiled and thought of Rook. “Rook…I may not know much, but he is a very nice guy…that Rayona girl is very lucky to have him.” Then her mind went to Ben, and when he did think of him, her face started to blush. “Ben…what a nice, sweet guy…he helped me even though we didn't have to..I wonder if maybe…” Her face then turned as red as a tomato and mumbled something as her animals watched, many of them with smirks on their faces.

Ponyville

Meanwhile, Rainbow Dash was cruising through the air, taking the wind into her face and smelling those clean clouds, until she spotted a familiar gray pegasus on the ground eating a sandwich and we flew down to greet her. “Sup, Derpy.” She said.

Depry turned her attention to Dash and smiled. “Oh, hi Rainbow Dash.” she said with a smile. “Would you like to sit with me for some lunch?” She asked.

But the blue pegasus shook her head. “Nah, I grabbed a bite to eat at Hay Burger.” She said as she then trotted over and sat with her. “So, how's the mail going today?”

Derpy smiled. “Oh, very great…especially after Ben helped me this morning.” She said as he took a bite of her sandwich.

Dash smirked. “Yeah, I hear that the green boy and his tal partner are already starting to get a reputation in town.” She then smiled and put her hooves to the back of her head. “They’re awesome, but nowhere near as awesome as me!”

Derpy laughed a bit. “I don't know Dashie.” Derpy said. “Ben is pretty great.” she said as her ace began to heat up again with a blush. “Especially after he helped deliver some of the mail for me today.

Dash looked at the disjointed-eyed mail mare and raised an eyebrow. “What do you mean?” she asked suspiciously.

Derpy smile. “Oh, Ben turned into one of his aliens, I think he called it…uh…” She then got confused. “XLR8? If I remember…but anyway, he turned into it and he delivered all the mail that was going to go to Canterlot, Manehattan, and other places…and he came back in 5 minutes.” she said with a smile, not noticing the cyan pegasus’s eye twitching a bit. “Oh, he is so nice and amazing. I wonder if-'' She then saw Rainbow Dash giving an annoyed glare and got concerned. “Rainbow Dash? Is something-

ZIP

Just like that, Rainbow Dash took off, flying to parts unknown, leaving Derpy behind with her mane looking razzled. She saw the pegasus take off and looked confused. “Was it something I said?”

Meanwhile, Ben was now speaking with Lyra Heartstrings and another mare. She is an Earth pony with a beige coat, a pigment mane and tail with a rose pink streak, a pair of cerulean eyes, and her cutie mark is three pieces of candy on her flank. This is Bon Bon, Lyra’s best friend. Rook felt a bit tired so he headed back to Twilight's Castle for some rest. The two mares wanted to know a bit more about Ben and his world..well mainly Lyra.

“Being a human sounds so fun.” Lyra said with a smile.

Ben smiled. “Well, it can be a bit hard, but I try to make due, you know.” He said as he shrugged his shoulders.

Bon Bon shook her head. “And to think that you had to deal with that horrible brute Vilgax ever since you were a small colt.” She said. “I hope he never finds his way here in Equestria.”

Ben then looked at them both firmly. “If he ever does come here. Then he is going to get his ass whooped.” He said, pounding his hooves together. “I did it many times before and I will do it again.” He said. Lyra and Bon Bon both smiled at him.

“Well, I have full faith in you.” Lyra said, and then her eyes turned to stars. “Now could you turn into one of your alien things? I want to feel those…those..what do you call your hooves?”

Ben raised an eyebrow. “You mean hands?” He asked, with Lyra nodding her head. Ben turned and raised an eyebrow to Bon Bon, who shrugged her shoulders. “Well I guess I can-”

“TENNYSON!” The three ponies all looked to see Rainbow Dash flying over right to them, and that made them a bit nervous. Why was she suddenly flying fast? Whatever the reason, she was going to crash right into them!

But thankfully, Rainbow skidded a bit before stopping and landing right in front of Ben, who was a bit confused and at the same time, a bit nervous. “Uh…hey Dash,” Ben said. “Is there something-”

“Is it true?” she asked, interrupting him. “Did you seriously turn into a fast alien to help Derpy earlier today?” She asked, with Ben nodding.

“Yea, I turned into XLR8 and delivered her mail, figured I could help her ease some-”

“You and me! Race!” She said to him, making him, and the two mares looked at her with confusion.

“Wait, what?” Ben asked.

Rainbow Dash pressed her muzzle into his, making him a bit spooked. “You heard me, hero boy! You and me, a race! We’ll see who the fastest thing in Equestria is!” She said to him.

Lyra and Bon Bon looked a bit nervous, but Ben? He lost his nervousness and it was replaced with a smirk. “So, you finally asked me for a race huh?” He asked, with Rainbow Dash nodding. “Good, in fact, when you told me about you being fast…I wanted to see if it was true.” Ben said as his smirk turned into a confident smile. “The only question is.” He then pressed his muzzle into hers, green eyes straight right into magenta eyes. “Do you think you can catch up, Skittles?”

This made Rainbow Dash smile bigger as she felt her ego go upwards. “Oh, I know I can, Green Bean!” She said, If one could look, a spark of lightning sparked between the two as they glared and grinned dangerously at each other, making Lyra and Bon Bon nervous a bit.

Ben still had his smirk. “Name the time and place.” He said.

Rainbow Dash grinned at him. “Tomorrow, Cloudsdale, sometime in the morning…because I need to report to Wonderbolt HQ afterward as well.” She said as she then turned to make her leave. “You better not chicken out.”

Ben snorted. “Skittles, I never turned down a challenge.” He said as Rainbow Dash then took off to parts unknown, leaving behind Ben and the other two mares, who looked at him nervously.

“Ben, are you sure?” Bon Bon asked him. “Rainbow Dash can be quite competitive.” She said,

Ben smiled at her. “I’m not nervous.” He said. “And even though I don't want to brag, I have some aliens in my Omnitrix that can possibly go even faster than her.” He then sighed. “She reminds me of myself when I was a bit younger.” He said to them, making them confused. “But anyway, now Lyra, you wanted to feel some hands right?” Lyra nodded her head with a smile.

Ben smiled and activated the Omnitrix, selected Four Arms, and was engulfed in green light. Four Arms stood in his place and he knelt down. “It might not be human hands, but they’re hands nonetheless.” He said as he held them out for Lyra to feel.

When she did, her smile winded. “Oh wow! These feel so nice.” She said as Bon Bon felt them as well.

Four Arms then smirked. “You want to know what else I can do with these?” He asked, with the two mares shaking their heads. “This.” He then very easily lifted the two right off the ground and held them very tight, this made them gasp a bit, and get a bit worried. But after a few minutes, they calmed down. “Sorry, I guess it was a bit unexpected wasn't it?” the Tetramand asked sheepishly.

Both mares nodded their heads as Four Arms apologized, and was about to put them down, but Lyra stopped him. “Wait, don’t let me go, please.” She said to him, “Please keep carrying me.” She pleaded, making Bon Bons and Four Arms to raise eyebrows a bit.

Bon Bon, even though she was a bit confused, she nodded in agreement. “Yea, keep carrying us, this feels actually quite nice.” She said with a smile, a smile that Lyra returned, and Four Arms sighed a bit.

“Well ok, but soon though, my watch has a time limit, so when you hear a buzzing noise, you need to get off alright?” He asked.

“Fine…” Lyra mumbled, with Bon Bon giggling a bit and for the Tetramand to chuckle.

Canterlot

Canterlot is the royal capital of Equestria and the former residence of Twilight and Spike. In the capital was the royal castle where the two princesses resided. One of them 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 her cutie mark was a sun on her flank. This is Celestia, one of the princesses of Equestria.

The second princess is another Alicorn with a dark navy blue coat and wings 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. This is Princess Luna, the other princess who watches over many Pony's dreams.

Together these two are responsible for both raising the moon and sun and even though they are benevolent rulers. Due to them being sisters, they can still bicker with each other from time to time. But not today, as they had a visitor there for them, a human nonetheless.

The human is a male who 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 dimensional traveler who serves as one of Ben's many allies.

“It’s been a long time since we last talked and seen each other, Paradox.” Celestia said with a smile as they were all drinking some tea.

“Indeed, Princess.” Paradox said as he drank some of his tea. “It feels good to be in this world again…still it is a bit weird as to why I am not transforming.” He said with confusion.

“It is rather odd.” Luna said. “But now, you are the one who brought the ones named Ben Tennyson and Rook Blonko here?” She asked.

Paradox nodded. “Yes, you see, two of Ben's enemies have stolen the remains of another enemy.” He put his cup down. “I have reason to believe that they are somewhere here in Equestria. That is why I have sent them here.” He said to them both. Celestia and Luna nodded and looked a bit worried. What type of enemies did this boy have?

“And what of these enemies you speak of?” Celestia asked him.

Paradox sighed. “I would tell you, but I feel like young Tennyson should explain better than me.” He said as he then heard a beep. “Darn, it's time for me to go.” He said as he then stood up and bowed respectfully. “Celestia, Luna, it has been an honor catching up again. I will try to reach out to you again at some point. Maybe in the next chapter.” He muttered that last part. "And Luna, I am happy to see you back in Equestria and that you had vanquished Nightmare Moon from you."

Celestia and Luna smiled. “Thank you, and I'm happy to be back as well.” Luna said as Paradox then vanished in a flash of light leaving the sisters to themselves. “Sister,” Luna said to Celestia with worry. “If what Paradox said is true, then we need more information as soon as possible. Who knows who these creatures are that are after this boy.”

“I understand, but we need to believe in Paradox.” Celestia said. “If this Ben really is that string, we need to know more.” She then got out a paper and quail and began to write in it. “I’m sending Twilight a letter, telling her to bring forth Ben Tennyson and Rook Blonko to Canterlot tomorrow. We have a lot to talk about…” she said as she then sent the letter.

The Race

Twilight's Castle

“And that is pretty much all there is to know about Equestria.” Twilight proudly said with a smile. After one heck of a day, Ben and Rook had turned in for the night at the castle, and that is when the lavender alicorn was teaching them all about Equestria. And while they did listen, Ben was getting a tad bit bored of course and he did understand a majority of her talk…it just went on, and on, and on.

Rook however was mesmerized and began to take notes for him and Ben to read over if they needed some help remembering things. Now while Rook was still awake, Ben was…well…asleep.

“Huh?” Ben groggily asks as his eyes begin to get heavy as he opens them a bit. “Oh, uh, yea…go team.” He said as he raised his hoof in the air, making Twilight glare at him.

“Were you even listening to a word I said?” She asked him with annoyance. Ben rolled his eyes.

“Of course I was.” He said. “You were telling me about the Princesses, the many cultures of Equestria, and all that other good stuff.” He said. “I just began dozing off around the egghead stuff.” He said with a smirk, making the princess glare a bit at him.

“I swear, you're just like Rainbow Dash.” She said with a sigh, making Ben chuckle a bit, then her eyes winded. “Oh yea, I heard about today…are you going to race her?”

Ben nodded. “I heard alot about how fast she is, and I want to see it for myself. Plus I got some fast aliens in here that I could work with…I just need to wonder which one to use since they are a bit different.”

Twilight tilted her head. “What do you mean?” she asked.

“Well, one fast alien I have is Fasttrack, but the issue is that I have a bit of trouble stopping him.” He said, making Twilight look a bit more confused. “Ok, if I am Fasttrack and I go a bit too quickly, I have a bit of trouble stopping…even after a few years, I still have some issues stopping him. I can always use XLR8 or Jetray, depending on how Skittles wants to do this."

Twilight still looked confused. "Skittles?" Ben nodded.

"Yea, because her mane is a rainbow color…and Skittles is a colorful candy." He said. Twilight was still a tad bit confused though, making Ben sigh. "Nevermind…So I guess the Princesses want to meet tomorrow?" He asked.

Twilight nodded. "Yea, we can go after the race. I would go right away but then Rainbow Dash would possibly freak out." She said with a sigh.

"I wonder what the princesses want with us." Rook pondered.

Ben smiled at him. "What do you think, partner? They might have heard about us and want to meet us to be amazed." He said. This made Rook sigh.

"Sometimes I forget that even with your maturity, you still have traces of that ego of yours." Rook said with a smirk, with Ben glaring at him.

Twilight giggled a bit. "Just like Rainbow Dash, she matured as well but she still has a travesty of brashness." She said as she and Rook both laughed a bit.

"Woah, woah, no need to gang up on me here." Ben said with a cheeky smile and raising his hooves defensively, making the room fill with more laughter.

As Twilight calmed down, she looked at Bem with some hesitation on her face. "Ben, are you sure you want to race Rainbow Dash? She isn't one to be underestimated."

Ben gave her a cheeky grin. "Neither am I." He said. "Don't worry, Twi-Spri, I have nothing to fear." He said as Twilight raised an eyebrow.

"Did he just call me Twi-Spri?" She thought as she turned her attention back to Rook. "So Rook, if you wish to tell at me more about your planet, I would be very appreciative." She said

"Of course." Rook said with a smile.

Ben chuckled a bit as he then looked down at the table. Of course, so far he loved this place, the ponies here were welcoming, and he and Rook didn't feel like outsiders…this was nice. He was just really concerned about the incident with Malware, all he could do was hope that the spell would work…who knows who has Malwars’s remains. And even worse…what if they end up in this place? All he could do now is just take a breath and hope for the best.

Cloudsdale

“Wow!” Ben and Rook both looked in awe as they finally arrived at the place where the race would be held at, Cloudsdale, home to the Pegasi, and as the name suggested, it consisted of nothing but clouds. Ben and Rook arrived with the help of Twilight, who placed a spell that would prevent them from falling through. Now they were here with the rest of the girls (minus Rainbow Dash and Fluttershy), as well as Spike and the CMCs.

“I can not believe we are standing on clouds.” Rook said with amazement in his voice.

“Well, you better believe it, Rookie!” Pinkie said while hanging on his shoulder. “Because you are!” she said with a big grin.

Ben looked around to see many Pegasi looking at him and Rook weirdly and it made him a bit nervous. “I take it they haven't heard of us yet?” Ben asked.

Twilight shook her head. “Not every Pegasi lives in Ponyville, Ben.” She said. “Don’t worry, they will get used to you both.”

Ben smirked. “Well, after today, everypony will know the names Ben Tennyson and Rook Blonko.” He said, with Rook rolling his eyes and some of the girls giggling to themselves. “So where is this race happening?” He asked.

“The Cloudeseum,” Scootaloo said, excitement filling her voice. “Seeing Rainbow Dash race against the superhero from another world..this is the best day ever!” She said with a big grin on her face, and the other CMCs shared her enthusiasm. “Sorry, Ben, but Rainbow Dash is my idol and I need to cheer for her.” She said,

Ben smiled. “No worries Scoots.” He said to her. “I’m pretty excited myself.”

Spike then raised an eyebrow to him. “Uh, Ben, are you sure you aren't nervous?” He asked. “I mean Rainbow Dash is pretty fast, and no slouch.”

Ben waved his hoof. “No need to fret little buddy.” Ben said. “I’m not nervous at all.” He said as he then began to think over what alien to use. “Sinc Fasttrack is hard to control, my only choices are either XLR8 or Jetray. I mean…I could use Astrodactyl, but I’m sure not feeling him at the moment.”

As they made their way, they passed by the weather factory, where Twilight explained that the pegasi are responsible for manufacturing snowflakes, rainbows, and clouds. This was very interesting for both Ben and Rook, a factory that can produce rain clouds. Just…wow.

Ben saw the rainbow liquid, and being the curious sort, he stuck a part of his left hoof into it and licked it a bit to get the flavor and…well…

“GAHHH!!” Ben's face turned red as steam came out of his ears. “SO SPICY!!” He yelled loudly as he ran around in circles and fell on the cloud floor and rolled around as if he was on fire. Luckily, some pegasi nearby brought over a cloud and kicked it, spilling out lots of water that landed on Ben, who got some in his mouth, but also got drenched.

Ben panted a bit as the others laughed a little at his predicament, making him glare at them. “Oh yea, I'm glad my suffering served as a source of entertainment for you.” He muttered.

Pinkie wrapped her hoof around him. “Don't worry Ben, I did the same thing once.” She said with a smile. “But how was it regardless?”

Ben thought it over for a moment. “Spicy but…rather interesting taste.” He said as Pinkie smiled wide.

Cloudsdeum

Meanwhile, inside the Cloudsdeum, Rainbow was staring at herself in a mirror, getting ready for the match. “Alright Rainbow Dash, you got this!” She then jabbed her hoofs in front of the mirror, shadowboxing. “You're going to show Greeny who the real fastest thing in Equestria is!”

Fluttershy, who had accompanied her, was a bit nervous to see her act like this. Sure Rainbow Dash was usually the egotistical type, but wasn't the kidney taking this a bit too personal? “Um...Rainbow Dash?” Fluttershy asked. “Don’t you think you're taking this ain't too personal?”

Rainbow looked at her. “I got a reputation to think of you know?” She said, “Plus what would the rest of the Wondebolts think if they found out that I lost to somepony from another world?” She then turned her back to the mirror.

Fluttershy frowned a bit. “Rainbow, you should know that winning isn't everything.” she said.

Rainbow rolled her eyes. “I know that, but I am not backing down!” She then pounded her hoofs together. “Green Bean is going down!”

Fluttershy sighed as she began to make her way out.

5 minutes later…

Everypony was finally at the stadium, and Ben was also in the locker room getting ready, Rook went to sit with the others and Ben was all alone. He looked into the mirror and sighed. “Ok, it's a normal race.” He said as he looked out the window. “And then I need to meet the two princesses, I wonder what they’re like.” He said.

“Hi, Ben!” Ben turned and much to his surprise, he saw Derpy and Dinky Hooves standing by the door. “Derpy, Dinky? What are you two doing here?” He asked.

“We wanted to come by and wish you good luck!” Dinky said with a big smile on her face. “I’m so excited to see this.” She said. “Are you nervous?”

Ben shook his head. “Not really, I’m looking forward to this.” He said with a smile.

Derpy frowned a bit. “Are you sure? Rainbow Dash is no slouch in flying, me and her used to take part in competitive racing when we were fillies, and she began winning a lot of them…while I.” Derpy then looked down, feeling a bit shameful.

Ben noticed this and got cornered. “Derpy, are you alright?” He asked.

Derpy then smiled a bit. “Yea, don't worry.” she said to him but then turned away again.

Ben frowned, he knew something was up, but he didn't want to push her, so he let it go for one. “But still, I am not afraid. Besides, with all the boasting I heard from the party, I want to see just how fast she can keep up.” He said with a grin.

Dinky smiled up at him. “Wow, you are brave.” she said to him. “I’ll be cheering for you.”

Ben smiled at Dinky. “Dinky, you don't have to cheer for me out of obligation. If you want to cheer for me, awesome, but if you want to cheer for Skittles, then go right ahead.”

“Skittles?”

“That's my nickname for Rainbow Dash…in my world, Skittles is a rainbow candy.” He said, and they made the two sisters giggle.

“I like it.” Derpy said with a smile, but then turned into a surprised tone. “Oh, we gotta go get to our seats, Dinky, let’s go.” She said and the two began to head on out. But then Derpy stopped for one second before turning to Ben. “good luck.” she said with a smile on her face.

“Thanks, Derps.” Ben said with a smile, Derpy turned her head back as her face began to blush again and her heartbeat quickly took off before Ben could see.

Ben looked in the mirror. “Alright Ben…let's do this!” He said.

10 minutes later….

The entire Cloudeseum was filled with many pegasi, all of them cheering and having sighs out. Rook was the only odd one out as he towered over them all, but was able to sit down fine.

“Oh dear,” Rarity said with a frown. “I don't know who to root for, I mean both Rainbow Dash and Ben are dear friends of mine…I don't want to make either of them feel bad.” She said.

Rook turned and smiled. “I do not think Ben will mind who you root for, if you want to root for him, good, but if you wish to root for Rainbow Dash then go for it.” He said.

The girls and dragon began to ponder rooks words, would either Ben or Rainbow be offended if they were not rooted for? Rainbow Dash is mostly likely, but what about Ben? Twilight turned to Rook.

“Hey, rook?” Twilight said. “Are you sure Ben won't mind? Because Rainbow Dash was talking to me about how he seemed cocky yesterday.”

Rook sighed. “That was possible because he is confident in himself.” He said. “Even if he does not act like it still at certain points…Ben has matured a lot in years.” He said.

“What do you mean?” Sweetie Belle asked.

Rook sighed. “Well, back when we first joined as partners, Ben wasn't too fond of working with me.” He said, making the other gasp. “It was not about anything to do with the fact that I am an alien, but he preferred to work alone.” He sighed. “But I believe that recreating the universe changed him for the better.” He then looked up in the sky with a smile. “And even though he can slip up at certain points, I know for a fact that when the time calls for it, he will get serious and will stop at nothing to save the day…as do I.” He said.

The ponies and dragon smiled at hearing Rook's words. Ben was something else entirely, and they were glad to have him as an ally…even if his stay here is only for a short while of course.

*BELL RINGING*

“It’s starting!” Spike said with anticipation as he was shaking with excitement, and everypony was cheering loud.

Then a pegasus stepped right out and had a microphone in his hands. “Good morning ladies and gentlecolts, welcome to the Cloud Resume!” He said as the pegasi cheered. “Now today, we have two racers competing against each other, no prize or anything, just a simple race. The first racer is one pegasi we all know, she is the winner of the young fliers competitive race. The Wonderbolt you all know and love…RAINBOW DASH!!”

Every Pegasi (especially Scootaloo) cheered when Rainbow Dash entered the arena, her giving a cocky smile and waving and doing some tricks in the air, showboating a bit for them all.

“Awe yea!” Rainbow said with a grin. “I'm here to win!” She said as she then went next to the announcer.

“And next,” The announcer said. “This pony is a rather interesting case, for many talks have said that he is from another world. A rather odd choice, but let's hear it for the newest arrival in Equestria…BEN TENNYSON!!” Some Pegasi cheered for Ben when he stepped out, the ones who were cheering the loudest were Derpy and Dinky, which made Ben smile and give a wave as he stepped up to the announcer alongside Rainbow Dash. “Alright both of you, this race will determine who can go the fastest. There will be some obstacles along the way, so you will have to use whatever tricks you can use to get over them and win the race. Now are you both ready?” He asked, with the two ponies nodding their heads and going right to the starting line.

Eveypony in the stands cheered as both Rainbow Dash and Ben both went to the starting line. Ben then activated hsi Omnitrix, selected the alien, and hit the dial. When the light vanished, 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, two black stripes that resembled lightning bolts coming from his shoulders right to the Omnitrix symbol that was on his chest. This alien is Jetray, the Omnitirx’s sample of the Aerophibian species.

“JETRAY!! He shouted in the air. Everypony in the stands looked surprised at the new arrival. Where was Ben? And who was this…creature?

The Mane 5, Spike, the CMCs, Depy, and Dinky were pretty shocked at this. “W-who is that?” Rarity asked.

“Jetray, the Omnitirx’s sample of the Aerophibian species from the planet Aeropel.” Rook explained. “Aerophibian are known for firing neuro shock blasts that can shut down an organic nervous system. And they can fly at speeds several times the speed of sound.” the other ponies were flabbergasted by this and turned to the starting line, Can Rainbow Dash win this?

Rainbow Dash and Jetray began to float off the ground as they got ready. But not before the Aerophibian turned to the Pegasus. “Hey, good luck.” He said to her,

Rainbow Dash smirked. “Believe me, I won't need it.” She said as they both got ready.

“Alright, on your marks.” The two speedsters got ready. “Get set….GO!

WHOOSH

The two speedsters then took off like lightning, making the announcer spin around all dizzily. Both Rainbow Dash and Jetray both took to the sky, and both of them avoided one game of the many different obstacles in the way, one obstacle involved a large cloudy wall, which the two both flew right out of the way before they could get hit.

Jetray was beginning to get the upper speed, however, and Rainbow Dash noticed and gritted her teeth. “Oh no you don’t!” She exclaimed as she then flew as fast as her wings could carry her, to get neck to neck with him. The two then flew right to toast a cloud, the impact so big that it caused the cloud to take the shape of an ice cream cone.

The group was all amazed to see such speed for the both of them, although they were more shocked at how Ben-Jetray was keeping up with her, and from what it looked like…he looked to be winning as well.

“Jee, I've never seen Rainbow Dash push this hard since she and I had that competition at the farm a while back.” Applejack said with shock.

“You think Ben might beat her?” Spike asked with wonder.

“Heck no!” Scootaloo exclaimed to him. “Rainbow Dash will win!” She said with enthusiasm. But they didn't know, from what Rook and Ben said about the capabilities of many alien species on his watch…they didn't know. Of course, they supported Rainbow Dash through and through…but still.

Meanwhile, Rainbow Dash and Jetray were still neck in neck. “I gotta admit, you ain't too bad, Green Bean.” Rainbow said smugly.

Jetray snorted. “I can say the same about you, Skittles.” He said as they continued to fly around many obstacles, avoiding the clouds and other stuff as well. But the more they continued to race, the more it seemed Jetray was getting even faster and faster, and Rainbow Dash was starting to falter a bit.

She noticed this and was doing everything in her power to ensure that she could as fast as possible, but the more she tried…she just couldn't seem to catch up to him and this was making her worried. “No, no, no!” she exclaimed with worry, her reputation was on the line, and she couldn't afford to lose!

They were nearly at the finish line…who was going to win? Almost there…almost there..everypony in the stands was anxious, and some were biting their hooves in anticipation. Rook remained calm during the entire thing but the rest of the Mane 5 hugged each other nervously, and the CMCs and Spike did the same thing to each other. As well as Derpy and Dinky.

3…

2…

1…

DONE

A snapshot took a pic of the winner and brought it over to the announcer, and when he saw it he was shocked. Rainbow Dash and Jetray (who had turned back into Ben) were now done and standing beside each other as the announcer came over. “Well, that was a good race you two, nice work.” He then coughed in his hoof. “And the winner was surprising to me, and I bet everypony else will be…the winner of this race is…BEN TENNYSON!!” He shouted.

Despite many Pegasi being shocked by this, they all cheered for him, giving loud rounds of applause. The Mane 5 were shown to be a bit shocked, but they cheered for him as well. Derpy and Dinky were the most cheerful for him though.

Rainbow Dash looked at Ben with shock. How could he lose? She was the fastest thing in Equestria! How could this be? Rainbow Dash scowled and flew right off, making her friends look on with worry.

Scootaloo was shocked, how could Rainbow Dash lose? Of course Ben was pretty cool, but how could he win against her? It didn't seem to make sense at all.

Ben saw where Rainbow Dash was heading off to and got concerned. Not caring about winning, he then took off after her.

10 minutes later…

Ben had gone inside the locker room, hoping to find Rainbow Dash there, and he heard some deep breathing from nearby, he turned to see Rainbow Dash sitting on the benches, a scowl on her face.

Ben looked down, feeling a bit bad and he approached her. “Hey.” He said.

Rainbow looked up and glared at him. “If you're here to boast, I get it, you won against me. Just leave me alone!” She said as she turned away. Ben, not wanting to leave her alone, sat down beside her, but the blue Pegasus didn't acknowledge him.

“I didn't come here to boast…I just wanted to come here to tell you that you did great.” He said to her, She didn't respond. “You know, winning isn't everything you know? And besides, this was just a simple race, it isn't like we were taking part in some sort of tournament or something.” He said.

Rainbow Dash looked at him with a frown. “I hate losing…” she said to him.

Ben sighed. “You know..so do I.” He said, making her raise an eyebrow. “But I have lost a lot of times, and yet I have always come back from it.” He said to her, “Listen, I might have beaten you. But from what I saw today, you're pretty fast, and a damn good flier as well.” He said to her,

Rainbow Dash looked at him to see how honest he was, and some of her snark came back. “Well, I am pretty awesome.” She said,

“Yea, you are.” Ben said as he and Rainbow Dash laughed a bit. “Hey, Rainbow, I know I said it just a few minutes ago…but you are pretty fast, and I am not boasting about beating you, you did one hell of a job. I bet some of the other lying aliens back in my dimension would love to see you.”

Rainbow Dash raised an eyebrow. “You sure?” she asked, with Ben nodding his head. “Thanks.”

Ben smiled and held out his hoof to her, Rainbow looked and smiled as they both hoof-bumped each other. When Rainbow saw his smile, she didn't understand but she felt her face heating a bit as her heart went fast….why?

They were not alone, as the rest of the girls all looked in and smiled at the scene, but when they saw Rainbow Dash’s blush, they couldn't help but feel a bit envious and glare, Derpy being the most prominent. but why though? why did they feel that way?

The CMCs, Spike, Dinky, and Rook were hanging outside, waiting for the grown-ups to come back. By now the Pagasi who came to watch the race had all up and left, including the announcer, now it was just them and the grown-up still there. Scootaloo was a bit shocked to discover that her idol was beaten. “I still can’t believe it.” She exclaimed with shock.

"It's hard to believe, but we can't deny that Rainbow Dash lost." Apple Bloom said.

"Ben was so fast!" Dinky said with glee. "How he turned into that red creature and went super, duper fast."

Scootaloo shot her a glare, and Rook noticed. "Scootaloo, there is nothing wrong with losing a race." He said to her.

"But still! Rainbow Dash is the fastest pegasus in all of Equestria, there's just no way that Ben could beat her."

"Scootaloo, there are some creatures in Ben's dimension and beyond that can go even faster, some even faster than the speed of light itself." Rook said.

"He's right." They all turned to see Ben and the rest of the girls approach them. "Trust me, I have seen other creatures that can go super fast. The kind of fast that could steal from you and you wouldn't notice even by blinking."

Rainbow Dash went over to Scootaloo. "Scoots, I was a bit angry…well still am, but I'll get over it. But me losing doesn't make me any less awesome." She said,

Scootaloo looked up at her idol and Ben and sighed. "Well...I guess…" She

"And besides," Rainbow said. "Ben here might be awesome…but I'm awesomer." She said with a smug look.

"That's not even a word…" Twilight thought.

Ben rolled his eyes and smiled. "But still," Scootaloo said to the green pony. "You were pretty great, not as good as Rainbow Dash but good."

"You were awesome!" Apple Bloom, Sweetie Belle, and Dinky said in unison, making Ben blush a bit out of embarrassment.

“Thanks, girls, but still, Rainbow Dash did just as awesome.” He said with a smile, Rainbow Dash gulped and turned her head around, blushing a bit at being complimented.

“Don’t think flirting will work on me…” she thought, but when she saw him again..she couldn't help but keep blushing. “Damn, I’m getting sappy…” She then snapped out of her blush when he remembered something. “Crap, I just remembered I need to report back to Wonderbolt HQ. We are going over a new routine.” She said as she then began to take off. “I’ll be back next week,” she said as everypony nodded their heads at her. “Hey Ben, you were great.”

Ben smiled. “So were you Skittles.” He said as Rainbow Dash smiled and then took off, leaving Cloudsdale.

As she left, he went back to Ben. “Dang it, why am I feeling like this towards that guy?” She asked. “I mean sure he is cute, but still…” She then gasped as she processed what she just said. “Did I just call him cute? Sweet Celestia…what is wrong with me?” She thought.

Back on the ground, Ben clapped his hoofs together. “Alright, that race made me quite famished, can we go get something to eat?” He asked.

“I second that request!” Pinkie said. Raising her hoof in the air.

Twilight shook her head. “Sorry guys, but we still need to go and see Princesses Celestia and Luna, remember?”

Ben sighed “Oh…right…well, are we going back to Ponyville to catch a train or-

ZAP

But the group was all engulfed in purple light, courtesy of Twilight.

Author's Note

I hope you all enjoyed this chchapter, it was a bit difficult, but I hope I did good.

Next time we are going to see the group g meet Celesta and Luna. I was going to have them meet in this chapter but I felt it would be better separate.

Also sorry if it took long...I am going through some crap at the moment, so please forgive me for not updating.

Anyways don't forget to read and comment. I'm happy to hear from you and happy to answer any questions you ugot for me.

See you all next time :twilightsmile:

Meeting the Sisters and Evil Unites

Canterlot/Royal Castle

ZAP

The entire group were now all inside the royal castle of the two sisters, and Ben and Rook felt a bit dizzy from the teleportation, their eyes swirling a bit.

“Woah, what a ride!” Ben said dizzily. Rook felt the same.

Twilight smirked at them. Don't worry boys, you’ll get used to it.” She said as everypony else was now inside the castle. “Ben, Rook, welcome to the Royal Castle in the city of Canterlot.” She said, “This is where Spike and I grew up together.” she said with a smile. "The city, not the castle."

Ben and Rook looked around and were in awe at the scenery, especially the crystal windows all over the place. This was just…really amazing. “I like the windows.” Rook said with a smile. “And I see all of you are in them.”

“Yea, because everypony knows that they are totally awesome!” Scootaloo said with a big smile on her face, as well as the rest of the CMCs

Then Twilight looked alarmed. “Wait, Apple Bloom, Sweetie Belle, Scootaloo, Derpy, Dinky? Oh gosh, I’m sorry, I didn't know you were zapped by me.”

“I don’t mind!” Apple Bloom. “This just gives us an excuse to explore the palace! So exciting, right girls?” She asked.

“Yay!” The rest of the CMCs as well as Dinky exclaimed with hooves in the air. Derpy smiled at her little sister and at Twilight.

“Oh, I don't mind at all…I always wanted to go inside the castle to see the royal sisters…I mean, if that's alright of course.“ She said with some nervousness.

“It’s fine with me.’ They all turned to see the two sisters themselves, Celestia and Luna approach them all with smiles on their faces. “Twilight, how are you doing?”

Twilight smiled. “I feel fantastic, Princesses.” She said as she and the rest bowed in respect. Ben and Rook got a good look at the both of them and were amazed, so these were the royal sisters? Wow, they looked lovely and elegant.

Luna then turned to Ben and Rook. “And I assume that you are the ones known as Ben Tennyson and Rook Blonko?” She asked.

The two heroes then gulped a bit and bowed respectfully. “Yes, your highness.” They said in unison.

Celestia smiled. “You have no need to bow.” She said to them. “We have heard quite a lot about the both of you already.” She said,

Ben got confused. “You have?” He asked.

Luna nodded. “A certain professor came by yesterday.” She said, as Ben and Rook both went wide-eyed.

“Wait, Paradox was here?” Rook asked with shock.

“Mmhmm, me and my sister actually know the professor from way back.” Celestia said. “He traveled to Equestria some time ago, and was a real gentleman.” She said with a smile. “Anyways, he visited yesterday to warn us about something going on in your world, right?”

That was when Ben and Rook sighed. “Yea…” Ben said as he turned to the other ponies. “Listen, everypony, there is a crisis going on in our world but you know that…but it is something really dire. It involves one of my enemies named Malware.” He said.

Rook then explains. “Malware is a mutated Galvanic Mechamorph, and is one of my personal enemies.” He said.

“Ben, if I may ask, what is a Galvanic Mechamorph?” Twilight asked.

“A technological alien species that were accidentally created by the Galvans, the smartest creatures in the galaxy.” He said to them, much to their shock. “Anyway, Malware is a failed experiment who was angry at Azmuth, the creator of the Omnitirx, and felt like he was seen as nothing more than a failure and he wished to destroy his other species and steal my Omnitirx to become more powerful.” As Ben spoke, he began to shake a bit. “I fought against him back when I was around the CMC’s age..and it was a really hard battle….he…he..” He said, struggling to speak.

This was when the other ponies went over to him in concern. “Ben?” Rarity said with worry in her voice.

Ben took a deep breath as his eyes narrowed at nothing. “He literally ripped out one of my favorite aliens from the Omnitrix.” He said with anger. This made the group (besides Rook) shocked and horrified, was there was a creature that can actually rip out an alien from Ben’s gizmo? “In anger, I overloaded the Omnitrix and jammed it tight into him, blowing him up. I assumed he was destroyed…but I was wrong.” He said.

The ponies in the room looked at the young hero with concern. What exactly transpired that caused him to bridle in anger like this?

“Two years later, he returned, and attempted to kill me and Azmuth once more, but somehow I was able to get Feedback back and was able to defeat him with my other form called Way Big. After that, his remains were turned into a cube and placed into the Galvanic Museum…until now.”

“About a day ago before we arrived here, Ben and I heard of a break-in at the museum.” Rook said. “They told us that the one who was responsible took the remains.”

“We don't know how or why they took the remains, but we are nervous.” Ben said with dread.

“Ben, if I may.” Celestia said to him. “This Malware creature..what can he do?”

Ben sighed. “He can absorb any technology into his body to make him stronger the more gizmos he absorbs, the more powerful he gets.” He looked around. “But the thing is, this world doesn't seem to rely on technology..as far as Ponyville is concerned…but I just worry about other places around here.”

“Well unlike your world,” Celestia said. “Mostly everything is done by magic..mostly, other stuff is done by hoof. So even if this Malware does come back, there is nothing for him to absorb.”

“And besides,” Spike said. “We’re all pretty tough, I bet Twilight and the others could take care of this Malware creature.” He said with a smug look.

Twilight nudged him a bit. “Spike, I wouldn't be so sure about that. You remember how hard it was when we fought against Tirek and Chrysalis.” She said.

Ben looked at Spike. “Spike, the enemies in my world are nothing to joke around.” He said grimly. “Seriously, I have been dealing with threats since I was around your age.” He said.

“That is correct.” Everypony turned around to see a human standing behind Celestia and Luna, and Ben and Rook’s eyes widened in shock.

“PARADOX?!” They both shouted in surprise.

Paradox smiled. “Ben, Rook, hello you two.” He said with a smile, and he turned to Celestia and Luna. “Princesses.” He said with a bow.

Celestia smiled. “Hello Paradox.” she said.

The Six, Spike, CMC’s Derpy, and Dinky raised eyebrows and tilted their heads in confusion. “Uh, Ben, who is this feller?” Applejack asked.

Ben looked back at them and smiled. “Oh yea, everypony, thai is Professor Paradox, a time-displaced dimensional traveler.” He said.

“Nice to meet everypony.” Paradox said with a smile and wave, he was instantly met with a pink blur with light blue eyes and a big smile.

“Hi. I’m Pinkie Pie, are you from Benny’s dimension? Do you like parties? Oh I love your hair, oh what are those things on your hooves? They look so funny! Oh do you want to be friends with-”

“PINKIE!!” Everypony (minus Ben, Rook, Celestia, Luna, Derpy, and Dinky) shouted at her.

Pinkie looked at them all and smiled sheepishly. “Sorry everypony.” she said.

Paradox however laughed and ruffled her head. “All is fine, Pinkamena Diane Pie.” He said.

This made the party pony gasp loudly. “How did you know? Are you psychic?” She asked with excitement.

Paradox smirked. “I know a lot of things.” He said as he looked at the rest of the group. “Twilight Sparkle, former unicorn-turned-alicorn. A former student at Celestia's school, the one who hatched the young dragon Spike from his egg, parents are named Twilight Velvet and Light Bright, and have an older brother named Shining Armor.” He said, making the lavender princess gasp. “Also, she is a bookworm.”

Twilight’s gasp turned into a scowl. “Hey!” She said with everypony in the room laughing a bit, and making her blush out of embarrassment. "I happen to take pride in books, hmpf." she pouted with her nose in the air.

Before Paradox could mention the rest of the group, he was stopped by Ben. “Paradox, I’m glad you're here, I want to know is everything alright back home?” He asked with hesitation in his voice.

Paradox nodded. “Fear not, everything in Bellwood is fine at the moment, listen I wanted to come to tell you that I have figured out who took Malware’s remains.” He said. The entire throne now was feeling a bit tense at the moment, it got even more tense when Paradox frowned. “And uh…you aren’t going to like who did it.” He said.

Ben sighed, while he did have a few choices on who it might’ve been… all could do was ask. “Who did it?”

“Vilgax and Albedo…” Paradox said to him with worry and dread in his voice.

As soon as he said that, both Ben and Rook's eyes widened in shock and horror. Vilgax…Albedo? This was not a good thing at all. Of course, it wasn't the first time the two teamed up, but the revelation made Ben nervous.

“Albedo..and Vilgax?” He asked nervously. “Oh no…” He said with worry in his voice.

The ponies in the room all looked at them with corners on their faces and worry. Who were these people? But whatever they were, Ben’s tone made it seem like these were enemies to him.

“Ben,” Fluttershy said with concern. “Are you ok?”

“Yeah, who is Vilgax and Albedo?” Rarity asked him.

Ben looked at them and sighed. “Oh yea…I never did explain it that much at the party…” He sighed. “Alright everypony, gather around and let me explain.” He said as everypony gathered around Ben, Rook, and Paradox. “Ok…Vilgax is my archenemy, an intergalactic alien warlord who I had the unfortunate problem of facing many times.” He said with a sigh. “He wants the Omnitirx to create an army of Omnitrix users to help him conquer the galaxy.” He said.

Everypony's eyes widened in horror and fright, an entire army of Ben's transformations? That was not good. “That sounds horrible.” Celestia said in concern.

Ben nodded. “Indeed, I faced him many times before. And each time he always seems to get more vicious and out for my head.” He said with dread.

“Sugarcube,” Applejack said. “How long have you been dealing with this Vilgax feller?” She asked.

“I’ve been dealing with that bastard for as long as I can remember ever since I was around the little one’s age.” He said, pointing at the CMC’s, who shuddered in fright.

“Wait, you have been fighting a warlord ever since you were 10?” Twilight asked in shock, and Ben nodded his head.

“Twilight,” Ben started. “I don't know what type of enemies you and the others faced here before….but let me warn you…Vilgax is not to be taken lightly. I have had him beat me many times before.” He said as the other gasped in shock.

“Ben,” Luna said to him. “What about this Albedo?”

Ben sighed again. “Albedo…well, he is not as bad as Vilgax, but he is not to be underestimated as well. He was once a Galvan, just like Azmuth.” He said.

“But he was not too fond of Ben wielding the Omnitirx,” Paradox said. “Believing him to be inferior, he made an attempt to take it while destroying young Tennyson.”

“Many of these involved making his own version of the Omnitirx.’ Rook said to them all, shocking them.

“He made his own?” Derpy asked with awe.

“I did say that Galvans are the smartest being in the galaxy.” Ben said to her. “But anyway, he can turn into any alien I got, as well as having access to Ultimate forms as well.” He said, he then got confused looking for the others, and sighed. “Oh right, well, Ultimate forms are basically evolved forms of my aliens. Albedo used a knock-off version of the Omnitrix called the Ultimatrix, which I took from him and used for a while before I got the newest Omnitrix.” He said. “But years later he was able to make a new one.” Ben sighed and rubbed his head with his hoof. “This is not good at all.” He said.

Celestia and Luna saw him and grew determined. “We will send letters to neighboring kingdoms to warn them to keep an eye out for these enemies, what do they look like?” Paradox got out a holograph to show everypony in the room what the two look like.

Vilgax was a humanoid octopus-like alien wearing a black and red armored suit with fingerless gloves, and he had tentacles on his face that went down to his upper chest area.

Albedo was a small human boy who had fair skin, white hair, and he was wearing an outfit consisting of a child with white hair, wearing a red shirt with a black line going down the middle, gray pants, and black and white shoes, and there was an Omnitirx on his right wrist.

Everypony got a good look at these figures, Fluttershy, Derpy, and the younger ones looked frightened by the sight of Vilgax, but the others looked a bit determined, not feeling at all intimidated.

Pinkie got up close and looked very closely. “Hmm, he looks like an octopus.” She said with curiosity. “Hey Benny, can he shoot ink out of his hands?”

“Uh…no.” Ben said with a sweatdrop, as the others shook their heads in annoyance, Pinkie hopped back over to the others. Ben sighed as he looked at the images. “Hopefully Kevin and Gwen can take care of them…I just hope that they don't find their way here to Equestria…I can't even imagine what they could do to a place like this.” He thought with worry.

“Hey, Ben.” Spike said to him, getting his attention back. “Why does that Albedo look like a small kid?” He asked.

“Well, he used to look like me. But Azmuth punished him by making him younger..it's a long story.” He said as he turned to face them all. “I pray and hope that they do not find their way here.” He said as he turned to Twilight. “Twilight, as I mentioned to you, Vilgax is very dangerous, and if by chance he does make his way here…do not let your guards down!” He warned them all.

He saw their faces and he inwardly sighed. “No…if Vilgax does make it here…I have to face him, Rook, and I. Vilgax and Albedo will be our burdens, we can't force that on Twilight or the others.”

Paradox looked at the two with a sympathetic frown. “I just wanted to let you know, '' he said to Ben, who turned to face him. “I can not stay here long and need to get back. I will return if I have any more information for you.” He said as he was about to vanish.

“Thanks, Paradox.” Ben said as he and the others waved at him, and with that the dimensional traveler disappeared in a bright flash, leaving only the ponies, the human-turned-pony, and the REvonagghander.

“That Paradox is kinda weird.” Apple Bloom said.

“Apple Bloom!” Applejack scolded. “Mind your manners!”

“Nah, she’s good. Paradox is a tad bit weird.” Ben said. “Of course, being time-displaced can do that to you.” He said.

“What do you mean, darling?” Rarity asked.

“Paradox was displaced out of his own time after an accident.” Celestia explained to them all. “And as such he can no longer age.” She said, making the ponies look shocked.

“How do you know him? If I may ask.” Rook asked.

Celestia and Luna smiled. “Oh, Paradox has been here to Equestria before, long before anypony here was born.” She said.

Ben looked at the two sisters and winded his eyes. “Wow, you two must be really old then, huh?” He asked.

POW

That comment was met with a hoof to the head, courtesy of an outraged Twilight. “Don’t insult the princesses like that!” She exclaimed to Ben, who was now sporting a steaming welt.

Celestia and Luna giggled a bit. “Twilight, it's fine.” Luna said with a warm smile. Rook helped Ben up, who looked sheepishly at them.

“Sorry for that.” He said to them. “I was just a bit surprised that you are older and yet you both don't look a day over 100.” He said.

That comment made both princesses blush a bit. “Thank you,” Luna muttered under her breath as her blush remained. Ben sighed and looked at the ceiling.

“I seriously hope Vilgax and Albedo aren't here in Equestria, god only knows what sort of destruction they could cause…especially Vilgax.” He thought with dread.

Tatarus

Meanwhile, somewhere in the dungeon called Tartarus., a bright light appeared and two figures came crashing down. One was a humanoid octopus-like alien wearing a black and red armored suit with fingerless gloves, and he had tentacles on his face that went down to his upper chest area. This monster's name is Vilgax.

The second figure was a tiny human boy who had fair skin, and white hair, and he was wearing an outfit consisting of a child with white hair, wearing a red shirt with a black line going down the middle, gray pants, and black and white shoes, and there was an Omnitirx on his right wrist. This is Albedo.

Together these two were enemies of Ben. Vilgax is his primary archenemy who has been after Ben to take the Omnitrix so he could use it to create an army of Omnitrix creatures to help him conquer many galaxies. The two have been going at it ever since Ben was a 10-year-old boy.

Albedo was in fact a Galvan who didn't like Ben because he didn't feel that Ben deserved to wield the Omnitrix, viewing him as a lowly human. Plus he also had an inferiority complex, which made him arrogant and ignorant of others. Ever since then, he has many times attempted to create his own Omnitirx so he could use it to destroy Ben, but the latter always finds a way to beat him. And as punishment, he has been rendered stuck in human form, and he has tried many ways to get his original form back to him.

“What the heck was that?” Albedo asked as the two then got up and looked around, finding themselves in a cave, and this made the boy raise an eyebrow as he didn't remember sending them to…whatever this place was.

“Albedo, where are we?” Vilgax asked in an angry tone of voice.

“I-I don't know, I don't remember-

“*GROWL*” The two villains then turned around to see a large three-headed dog growling at them and pawing at the floor. But the two villains didn't seem to be intimidated in the slightest and glared at the dog, that was when Vilgax walked right over to it and..well…

5 minutes later…

The three-headed dog was injured and weeping in pain. Vilga standing over it in triumph. “Now that that is out of the way, we need to figure out where we are.” He said as he and Albedo began to walk around the area.

“Hey!” They both turned to see a creature locked in some sort of large cage. He had the body of a horse, but the upper body of a human..sora, hsi skin was a reddish gray, with his underbody (minus his scrawny arms covered by a black shirt. His beard was gray and so was his tale…basically his entire body looked pale and weak. This centaur's name is Tirek Tirek once attempted to take over Equestria by stealing the magic of many unicorns, especially Twilight, and Princesses Celestia and Luna, but he was defeated and imprisoned here in Tartarus. “That was interesting, what you did to Cerberus.” He said as both Albedo and Vilgax approached his cage.

Albedo impacted him closely. “What exactly are you?” He asked.

“I am Tirek, a centaur.” He then gave the two a confused look. “You don't look like ponies or any other creatures here in Equestria.”

Vilgax looked at him and pondered. Equestria? He never heard that name before, as he doesn't remember it ever being part of the many galaxies he wanted to conquer. But then he looked at the centaur with interest. “Hmm…so you are a prisoner here?” He asked.

Tirek growled. “Yea, thanks to Twilight Sparkle and her pony cohorts.” He said with anger. “If only I got my strength back, then I would crush them all and the place would be mine to rule!” He exclaimed.

Vilgax looked at the centaur and he gave an evil smirk. “I am Vilgax, the young boy is my associate, Albedo.” He motioned to the Galvan-turned-human. “Tirek was it?” He asked, with the centaur nodding his head. “It seems you and I have something in common.”

Tirk raised an eyebrow. “Oh? And what might that be?” He asked.

Vilgax smirked. “We both have enemies we despise with a burning passion that we wish to eliminate.” He said.

“Hey, I wish to eliminate Tennyson as well!” Albedo complained, but he was ignored.

Tirek raised an eyebrow. “Tennyson?” He asked with confusion. "Who's Tennyson?"

"You will learn soon." Vilgax looked around. “What is this place?” He asked.

“Tartarus, a prison for many dangerous creatures here in Equestria.” Tirek said to the squid-faced menace.

Vilgax looked around with an evil grin. “Dangerous creatures?” He asked with a look that spoke of intrigue on his face. “I wonder…” He thought. “Albedo, I think we found ourselves a chance to strike back at Tennyson.” He said as Albedo looked with confusion. Vilgax turned her attention to Tirek again. “Tirek, tell me more about this world. And in return, I’ll help you.” He said as he extended his hand towards the gate

Tirek looked at him and felt somewhat intimidated, of course, he wanted to get out of there. But he felt like this squid-faced creature was the only way he could get out of this place. With an evil grin, the Centaur shook the Chimera Sui Generis’s hand. Vilgax smirked and he gripped the cage with a mighty tug.

RING

Vilgax effortlessly ripped part of the cage right off, freeing Tirek. The old Centaur stretched a bit, but also hurting himself due to him being so old. “Once I get more ponies, I will regain my strength.” Tirek said to Vilgax who smirked. “Now how do we get out of here?”

Vilgax turned his attention to the other creatures of Equestria. “Actually, I think this might be our new base of operations,” Vilgax said as he turned his attention to Tirek. “Now, explain to me what this place is.” He said

10 minutes later…

“A world of magic?” Albedo said. “Populated by ponies, and other creatures? Why did we have to come to this…place?” He asked with disgust.

Vilgax smirked. “Albedo, this place might prove beneficial for us.” He said as he turned his attention to Tirek. “So you can absorb magic from other ponies to make you stronger?”

“Yes,” Tirek said to him. Vilgax rubbed his tentacled chin in thought.

“Interesting.” He said as he then turned to Albedo. “Albedo, go back to our dimension, find Psyphon, and bring him here.” He said. “We are going to need some help and a lot of my Mechadroids as well.” He said.

Albedo nodded and vanished, spooking Tirek a bit. “So…how are you going to help me?” He asked. Vilgax smirked and dug into his pocket and brought out a cube colored red and black, making Tirek look at the object with interest. “and what is this?” He asked.

“This is the key to our victory.” Vilgax said to him. “Now, let me explain.” He said to the confused Centaur.

Bellwood/Undertown

Albedo made his way to Undertown. “Alright, all I gotta do is find Psyphon, and then rush over to get myself some chili fries!” He thought. After searching for a little while, he finally found an old building in the town and assumed that this is where Psyphon was possibly at. “He better be in here, I’m not going to look everywhere on this planet.” He thought.

When Albedo entered the building, he was quickly surrounded by many robot drones, who pointed lasers and other weapons at him, but the young boy didn't seem intimidated in the slightest.

“Who is it?” Albedo turned to see a figure approaching him. The figure had a skeletal appearance, with a skinny build with skin as white as paper, a shark fin was shown to be on top of his head that was outlined with three stripes, he has a pair of red eyes that are shown to be outlined with black spots that are shown to match his lips. His outfit consists of a black armored suit that is shown to cover his arms and legs, with the drapery reaching only his knees, making it look as if he is wearing a long coat. This figure is Psyphon, an alien of unknown species who formerly served as Vilgax’s minion, but has since formed his own group. Psyphon looked at the young boy with a curious look. “Do I recognize you?”

Albedo smirked. “Vilgax sent me.” He said with a smirk.

Author's Note

Here we go with another chapter everypony, hope you all enjoyed it :)

The next chapter will be another slice-of-life type chapter, with Ben and Rook interacting with more of Ponyville.

Don't worry, they will not be in Ponyville forever, I get plans for them to go to other places such as the Crystal Empire, Manehatten, and even the Pie rock farm,

anyways don't forget to read and review, I'm always happy to her from you guys and happy to answer any question you got for me.

See you all soon :twilightsmile:

Evil Gathering

Tartarus

Vilgax and Tirek were still talking amongst themselves, Tirek was told everything about this squid creature's enemy and he was intrigued. “A human boy, in the possession of a powerful device..what are the odds.” He said.

“But soon he will be no more, once the Omnitrix is in my hands.” He said as he held up the red cube. “And this cube here is going to be the key to our prayers.” He said.

“Hey,” Tirek said, getting Vilgax’s attention. “What do I get out of this deal?” He asked with his arms crossed.

Vilgax rolled his eyes. “Right…you help me? And in return, I will give you access to my robotic army, that will allow you to conquer this world.” He said, making Tirek raise an eyebrow. “I have no intention of ruling the world, as much as I would enjoy the idea…everything is too…girly.” He said.

“No argument there…” Tirek mumbled, he then took a glance at Malware's remains. “So, how exactly are you going to use this? From what you told me about your world, Equestria doesn't have anything technological here.” He said.

Vilgax chuckled. “That's where you're wrong.” He said.

ZAP

The two villains turned to see Albedo emerging from the front of he vortex with Psyphon by his side. As soon as Psychopn saw Vilgax he smiled. “Master,” He said as he then bowed towards him. “I am honored to be in our service once again.

“Yes…”Vilgax said to him. “Psyphon, you and I need to plan some things with our newest associate.”

Psyphon looked at Tirek and raised an eyebrow. “Master, what is that?”

“His name is Lord Tirek. now Psyphon, I have a job for you. Do you still have access to my mechadroid technology?” He asked, with Psyphon nodding his head. “Good, now I need you to go back, we are going to need a lot of them.”

“Does that all involve Tennyson?” Psyphon asked.

Vilgax looked at him with annoyance. “Who else am I talking about?” He asked, which made Psypohn nod his head. “Now, I need to learn more about the creatures here in Equestria…Tirek, do you have any knowledge on who could be of use to us?” He asked.

Tirek thought it over for a minute. “I think so…during my early days, me and my father encountered a group of penguins who are led by an Emperor Penguin by the name of King Charlatan.” He said with a smirk. “And the good thing is, Celestia and Luna, are not aware of his existence.”

“They aren't?” Albedo asked.

Tirek, shook his head. “Charlatan’s kingdom is somewhere on Mount Everhoof. They have made their kingdom a secret from the outside world, nobody knows about him.

Vilgax rubbed his tentacled chin in thought. A penguin with ice magic… could prove beneficial for him. “Interesting…Albedo, you are to go to Mount Everhoof and find this Charlatan. Psyphon, you are to head back to our world and gather many of my mechadroid army and blueprints.”

“Yes, master.” He said as he then vanished into a vortex.

“Tirek, you and I will remain here and go over the plan.” He said with a grin as he took out the cube containing Malware’s remains. “I got a pretty good feeling about this.” He said as the two villains gave each other evil grins.

Mount Everhoof

Mount Everhoof, a large mountain located near the Crystal Empire, is the highest mountain in all of Equestria…and also the home of the mysterious King Charlatan.

FWOOSH

A humanoid alien appeared right at the base of the mountain. The alien is shown to be feline-like, with a black suit-like color scheme, the only exceptions are his hands, legs, chest, and parts of his head, which were all blue. Around hsi red eyes were black mask-like fins, a nose shaped like a triangle, and a thunderbolt-like down his chest, also there is a red Omnitirx symbol on his chest. This Is Negative Fastrrack, an off-shoot of Benes Fasttrack, and Omnitirx’s sample of the Citrakayah species.

“Ok, so this is Mount Everhoof.” The Citrakayah mused before pressing the dial and turning back into Albedo…who then instantly shivered a bit as he covered his arms. “D-damn. S-so fre-freakin c-c-cold!” He said through chartered teeth, he then brought out a paper he got from Tirek detailing how to get into the hidden kingdom.

‘To get into King Charlatan's Kingdom, you need to find a cave somewhere on the mountain, the cave will lead you to a secret door that will lead you into the kingdom of King Charlatan, the door will have a snowflake insignia on it. Also, the cave will be guarded by a large Yeti, who serves as a guardian to the kingdom so you will have to deal with him’

Albedo looked at the mountain and shrugged his shoulders. “Sounds simple enough," he said as he activated his Omnitrix and pressed on the dial, and was engulfed in red light. When the light vanished, standing in his place was a humanoid moth-like alien with four wings on its back, his body was black with cyan patches on his arms, legs, shoulders, and the back of his wings, with the patches having thick blue outlines except for the ones in his wings. He had three plates on his torso, one of them resembling a chest, the second one underneath the chest, and the third one that resembled a stomach. He also had a blue cheek and an underjaw that showed his teeth, which were blueish-white teeth. His eyes were red with dark green spots, and he had a Y-shaped marking that went over his scalp, he also had three pointed fingers and thumbs on each hand and had two toes on each foot with a third toe extension on his ankles, he also had the Omnitrix dial on his chest. This is Big Chill, the Omnitirx’s sample of the Necrofriggian species.

“Now to find that cave.” He said in a chilly voice as he then took flight. When he was flying, he was wondering why they should deal with this palace anyway..surely there was nothing here that could prove beneficial in their plan to destroy Ben Tennyson. This place seems rather primitive. All he could hope for was that this King Charlatan creature would help.

After a few minutes, he finally found the supposed cave that Tirek was talking about, and he landed right in front of it. "Ok…here's the cave." He said she looked around. "But where's the yeti he mentioned?"

*GROWL*

Albedo sighed. "I spoke too soon.." He said she turned to see a large white creature standing right behind him, growing with viciousness. But Albedo was not intimidated in the slightest.

"Alright you ugly gorilla primate," Albedo said as he activated the Omnitrix and slammed on the dial, getting engulfed in light once again. When the light vanished, standing in his place was a 12 ft tall humanoid dinosaur with brown, hard skin on the outer side and beige on the inner side, red eyes, brown fingernails, and the Omnitrix dial on the center of a red sash around his chest, and he also wore black pants. This is Negative Humungosaur, the Omnitirx’s sample of the Vaxasaurian species from the planet Terradino. “Let’s go.” He said as he grew bigger.

The Yeti roared and charged right at the Vaxasaurian, planning to ram him with his head, but Negative Humugosaur managed to grab the head with a mighty grasp and tossed it to the ground with a mighty thud. The Yeti growled a bit as it got up and stared at the creature, after a mighty roar, the Yeti attempted to deliver a punch, but Negative Humungousaur grabbed the fist with minimal effort and delivered a punch of his own right in the Yeti’s gut.

The blow made the Yeti gasp and cough some saliva out due to the pain he felt. Negative Humungosaur then grabbed the Yeti's arms and began to twirl him around, and around, and around. And then after a few wings, he raised the Yeti up and with a mighty swing.

BAM

He slammed the Yeti down onto the snow with a mighty thud, knocking it out cold.

The Vaxasaurian smirked and pressed the dia, turning back into Albedo. “And stay down.” He smugly said as he then looked towards the cave and smirked. “This world is pathetic.” He thought as he then entered the entrance to the cave.

After going inside, he then began to think about what Tirek said to him. “He said something about a door with a snowflake on it. Sounds simple.” He thought as he made his way into the cave.

20 minutes….

It's been around 20 minutes and Albedo was not having that much luck, and he was getting frustrated. “I swear,” He growled. “If I have to trek in this cave much longer I’m going to destroy it!” He said.

However, either by dumb luck or whatever, he was finally able to find the door. It was large and it did in fact have a white snowflake on it…but how was he going to get it though?

BOOM

Negative Humungosaur punched the door down with ease and he turned back into Albedo, who stepped right in, and when he did he was taken aback by the sight. For inside this door was a pure ice-snow kingdom, many buildings, houses, everything was either made of ice, snow, or anything else. And there were a lot of anthropomorphic penguins walking around, going about their business.

Albedo was taken aback when he was told about penguins living here…he was expecting a bunch of mindless animals walking about…but to see a bunch of penguins acting like humans… was rather unique for him to discover.

Wow…” He said with awe in his voice, but then he got confused. “Alright, now all I need to do is to find this Charlatan creature and-”

“HALT!” Albedo turned to see a bunch of penguin guards approaching him, all of them armed with lances and swords, and pointed them tight at Albedo. “Who goes there? And how did you find our hidden kingdom?”

Albedo was not intimidated and sighed. “Listen, I am looking for your king. Charlatan if I am correct?” He asked.

The guards looked at this new creature with curiosity, never have they seen such a creature before in their lives. Of course, them being guards they had to be careful so that way their king and their people could not be harmed. “Well…” the lead guard said. “If it is the glorious King Charlatan you seek..then follow us, but no funny business.” Albedo nodded and proceeded to follow them.

As they made their way, the many penguins stopped what they were doing to take notice of this new stranger in their land, many of them were in awe, but at the same time, they were a bit nervous, as they had never seen another creature before, especially one such as Albedo.

Albedo had to give them some credit, living just like normal humans even though they were penguins…it was something else entirely.

Charlatans Castle

The guards finally led Albedo to a large Ice Castle, where just inside, they were greeted by a large ice throne and a penguin sitting on it. The Penguin was shown to have a muscular build, with black fur on his arms and legs, blue flippers, and a baby-blue colored beak, he also wore a blue cape and yellow crown on his head, and he was shown to carry a staff with a clear crystal on it. This is King Charlatan, the ruler of the kingdom.

The Penguin king glared at Albedo. “Who is the trespasser?” He asked in a low-yet calm tone of voice as his grip on his staff tightened a bit.

The guards bowed to him. “We found this trespasser at the cave doors, apparently he busted it down.” the lead guard said. “We don't know how he managed to find the cave or managed to take down our Yeti guard, but I am sure that he is to explain.” He said.

Albedo walked right up, and while he was not the one to bow to anybody, he felt as if to get this Charlatan at his side, he would have to oblige. “King Charlatan.” the Galva-turned-human said. “My name is Albedo, and I have come here to make a request.” He said.

Charlatan looked at the boy with some suspicion in his eye. “What sort of request is this?” He asked him.

Albedo looked up and smirked. “A few allies of mine are in the process of eliminating some enemies of ours, and we require your help. Your mastery over ice is impressive and we think you will prove to be a good ally to us.” He said.

Charlatan looked at the boy and sighed. “If it has anything to do with ruling Equestria, you can count me out.” He said as he got up from his throne and looked out the window. “I have no ambition of taking it over, I am content with staying here in my castle, not interacting with those ponies.” He said.

Albedo noticed the tone in his voice was something of sameness and was curious about it. “I see, but still, with your ice, you could still prove to be of some use. Maybe perhaps some payment? You're a king, right? Maybe some gold would help?” He asked.

Charlatan turned to him and glared. “What would I need treasure for?” He asked. “Me and my people do not need treasure, with the ice around us, we get along just fine.” He said as he then sighed. “How did you even find this place?”

“A centaur by the name of Tirek sai-

ZAP

Abedo quickly dodged out of the way from an icy blast, courtesy of an angry penguin king. “Centaur..Tirek?” He asked in anger as his body was shaking. “You are in cahoots with that…that…beast?” He asked.

Albedo saw his look and despite not usually being intimidated he shook his head. “Well no, you see it's a bit of a-”

“Guards!” Charlatan said to them. “Get this thing and take it back to where it belongs!” He said as the guards then grabbed Albedo and began to drag him out of the throne. “And fix up the door!” He said as the guards took the pleading Albedo away.

With him gone, Charlatan turned to the window with an angry glare. "Tirek…" he thought with anger. In his head sounds of screaming were heard as flames were shown in the penguin's eyes. His grip on the staff tightened so much that rather than cracking, part of the staff was beginning to freeze up. He continued to look out the window in silent fury. “Well, maybe my mind has changed…I need to gather my snow monster army...and once I have conquered Equestria, then Tirek will be finished.” He thought. He wasn't too interested in ruling, but if ruling Equestria means Tirek and hsi newest comrades will be out of the picture..then so be it.

Tartarus

"I tried, honest!" Albedo had gone back to Tartarus to inform the others of his failure, and Vilgx was not amused. Given how his large foot was pressed to the boy's chest

"I sent you there to bring that penguin back…only to fail." He said with anger as he pressed harder, causing pain to Albedo.

"I'm sorry.." Albedo wheezed.

Tirek sighed and rubbed his face. "So Charlatan is still holding a grudge huh?" He asked as he chuckled a bit. "Just dandy.." He said. Vilgax looked at him with curiosity and asked what he meant. "About back when I was younger, in an effort to please my father. I had some soldiers help me try to raid his entire country…I had hoped that he would have forgotten about it…but I guess I was wrong.” He said as he wiped his face with his hand. Tirek looked at Vilgax. “Once I am back at full strength, you want me to go over there and force his hand?”

Vilgax shook his head. “No, let that penguin be for the time being ... .lets's see him deal with these pony creatures for now. I need to know their strengths and weaknesses first before I try anything against them.”

“Good,” Tirek said to him. “Because they are not to be underestimated, especially Twilight Sparkle.” He said.

Just then Psyphon appeared with some blueprints on his hands. “Master, I have got the blueprints and have a bunch of mechadroid ready to come here.” He said.

Vilgax turned to his lackey and smirked. “Perfect.” He said as he Tirek. “You know a bit of this magic stuff, you know a spell that can replicate things?” He asked.

Tirek had to think it over for a bit. “I am not sure…but surely we can just simply cut it in half?” He asked.

“Wait, master!” Psyphon said. “I have something that might help.” He then got out a gun-like object. “It’s something I invented called a replicator, shoot it and you can replicate many objects, this could prove useful.” He said.

Vilgax looked at the invention with some intrigue and he then pointed it at the cube and fired it, engulfing it in purple aura. After a few minutes, a second cube of Malware’s remains was appraised right next to it. When he saw it, Vilgax smirked. “Psyphon, you did good.” He said as his lackey bowed respectfully. “Now Tirek, with this armor, we will get stronger and be able to absorb many weapons from my world which I will show to you. And with your magic stealing you might prove a bigger force to be dealt with as well.

Tirke looked at the cube and smiled. “Anything to get revenge on Twilight Sparkle and her merry band of misfits…” He said.

Vilgax smirked evilly. “Ben Tennyson…tour end is near.” He thought.

King Charlatan’s Kingdom

“What do you need my king?” Said three large breasts with bodies made entirely of snow.

Charlatan glared at them. “I need to gather as much snow off the mountain as you can. We are about to launch Equestria into a large Ice Age.” He said to his men, making some of them confused.

“But we have plenty of snow here-”

“Are you defying your king?” the penguin asked with a stern look.

“N-no sir!”

“Then move your icy hides NOW!” He shouted, this made the three beasts dash off quickly, to avoid invoking their king's rath. Charlatan then rubbed his face with his flipper. “I swear I need some better help.”

“Dad!” He turned to see a younger penguin wearing a crown approaching him, that is his son Edgar, and he looked a bit surprised.

“Edgar, my son, what are you doing here?” Charlatan asked. “You know you are not allowed in the throne room unless it is necessary.” He said to him.

“I know, I just wanted to see you though. You hardly ever leave the throne that much anymore.” He said with a sad tone.

Charlatan looked at his son and sighed. “Sorry son, it’s just…a lot of things are going on right now.” He saw the look on his son's face and his grip on his staff signed a bit. “Look, you just head back to your room and as soon as I’m done then we will spend some time together. I’ll even bake you some of those delicious smoked salmon you enjoy.” He said with a hopeful smile.

Edgar smiled at him. “That sounds great, dad.” He said with a smile as he turned to walk away,

Charlatan looked at his son and sighed as he looked out the window. “I will not lose you the same way I lost my parents.” He thought with worry. His mind went back to Tirek…that centaur who raised his kingdom back when he was-

Charlatan clenched his eyes shut as the grip on his staff tightened. Not wanting to be reminded of that horrible night. He looked out the window again as an icy aura surrounded his body. “Tirek…you're gonna pay.” He thought.

Author's Note

I guess you guys didn't expect me to use a villain from Gen 1 right? Well, I did! :twilightsmile:

Sorry if it took me longer, a lot of stuff going on at the moment, and trying to come up with ideas for future stories. I already got some ideas planned but won't do them until after this.

Anyways don't forget to read and review. I am happy to hear from you and happy to answer any questions.

See you all later :)

Conflicting Thoughts

Ponyville

“These Power Ponies are so cool!”

“I know right?” Ben and Spike were both in the park reading the comic issue of Power Ponies, Spike's favorite comic series. Twilight was reorganizing the library and Rook offered to help her, and this gave Twilight the opportunity to give the little dragon the day off, and as such Ben decided that today would be a good day for him and Spike. “Hey, if you go back to your world, you think you can lend me one of those Sumo Slammers you talk about?”

Ben smiled and ruffled the dragon's head. “You bet buddy.” He said with a smile as the two kept on reading the book. As they read, Ben noticed that Spike started to frown a bit. “Spike you ok?” He asked.

Spike looked up and smiled. “Huh? Me? Sure am dude, never better.” He said with a smile, but Ben knew otherwise.

“Spike…” Ben said. “I have dealt with stubbornness before, and I know there's something wrong with you.” He said to the young dragon, who looked away. “C'mon, it's just us, I won't tell anyo-anypony, promise.” He said, correcting his speech.

Spike looked at Ben and sighed as they put the comic down. “Ben…have you ever felt…useless?” He asked, making Ben look confused. “I mean…without your watch…have you ever felt that way?” He asked.

Ben was a bit surprised at the question, but he let out a sigh. “To be honest with you, yes.” He said. “Why do you ask?”

Spike sighed. “Sometimes, I feel…useless and not needed. Around Twilight and the others.” He said.

Ben frowned at this. Why would he say such a thing? “What do you mean?” He asked. “From what Twilight tells me, you're a big help, you help her organize, you send messages, and Rarity often mentions how helpful you are in designing her outfits.”

“That's the point!” Spike exclaimed to him. “I feel like that's all I am good at…menial labor.” He then looked up. “Whenever Twilight and the others go off on awesome adventures…I usually always get left behind, either to look after the castle or other stuff.” He sighed as he got off the bench. “I mean it makes sense, they all got magic! Strength! And what about me? I’m just a short dragon who can't do anything to help!”

Spike then shook a bit as he felt tears go down his face. “I always get in the way…and let's not even mention how I went overboard helping Applejack that one time…am I just useless?” He asked as he began to weep silently, lost in astate of sadness. But then he felt a forearm wrap around and bring him into a hug.

“Spike,” Ben said to him. “I might not know much about your past adventures, but I doubt the girls think that about you.” He said to him with a small smile. “Is there a time you recall her asking you to stay home for any reason other than what you said to me?” He asked.

Spike sniffled. “Well, there was her birthday party…but I was sick and couldn't go, even though I wanted to, Twilight instead I stayed home to get better…but why couldn't she have had the birthday some other time?” He asked. “And then there was the time where the others met Pinkie’s sister Maud.”

“Maud…” Ben said. “Oh yea, Pinkie mentioned something about having sisters.” He said.

Spike nodded. “Everypony got to meet Maud but me, I didn't get a chance to…now why was that? Was it because Twilight was embarrassed to see me? A small baby dragon?”

Ben frowned a t him. “Spike, you know that's not true. You know how some people tend to forget things without meaning to hurt them” He said, but then frowned. “Ok, maybe that was a bad thing to say, but you know what I mean.” He said.

Spike looked at him and then down. “I just…why doesn't she let me come? I might be small, but I can fight, and I can breathe fire…I can be helpful too.” He said as he gave a deep breath. “I wish she could see that.” He said, but then he looked at Ben, the Omnitirx, and his eyes winded. “Ben, may-”

“No,” Ben simply said, making Spike look at him with confusion.

“You don't even know how to ask.”

“You were going to ask me if I can turn into one of my aliens and pretend to attack the place so you could get some recognition and the answer is no.” Ben said to him. “Look, you're already the hero of the Crystal Empire right?” Spike nodded. “Spike, you don't need to prove anything to anypony here. You are helpful and kind, and if anypony has an issue with it, it's their loss, not yours.” He said to him, Spike looked at him and frowned again, looking down. “Hey, why don't we go get ourselves some Ice Cream, I’ll pay.”

Spike looked up and gave a small smile. “I’d like that, Ben.” He said as he hopped on Ben's back and the two made off for some delicious treats.

10 minutes later….

Ben and Spike were walking together with ice creams. “So, feeling better yet?” Ben asked him.

“A little,” Spike said as he took a big lick of his frozen treat.

“Hey Ben, hey Spike!” They both turned to see Sweetie Belle trotting up to them and smiling. The two boys smiled and said hi back to her. “Whatcha doin?”

“We were stopping for some ice cream, what about you? Off on another crusade?” Ben asked.

Sweetie Belle sighed. “No, Rarity needs help with her designs, and Apple Bloom has to help with chores at the orchard, Scootaloo is hanging with Dinky…so no crusadin’ today unfortunately.” She said with a sigh.

Spike took a glance at Sweetie Belle and he had a faint blush on his face, now why was that? “D-Do you need any help with the design?” Spike asked. “I could help hold things.” He said.

Sweetie Belle frowned. “No, I don’t want you to be sued as a pincushion again.” she said to him, making Ben raise an eyebrow.

“Pincushion?” He asked.

“Long story…” Sweetie Belle said to him with a roll of her eyes.

Spike snorted. “Sweetie, did you forget about my thick-”

“Still, I don't like seeing you get hurt!” She said, “I have seen it before and I don’t want it to happen again.” She said to him, if one could tell there was some pink dusting on her face. Ben noticed the blush on both faces and he smirked to himself.

“Seems like these two are crushing on each other.” He thought with a grin as he finished up his ice cream.

Spike looked away. “Well..ok then.” He said.

Sweetie Belle smiled. “Good, now I gotta get going otherwise Rarity will go into drama mode.”

Spike chuckled. “Seems to be her specialty.” He said as the two kids shared a laugh, and then they stopped they just looked at eachother.

“Ok…well…see ya.” Sweetie Belle said as she began to trot away. “See you later, Ben!” She said

Ben smiled and waved as she took off, he then turned to Spiek to see the dragon blushing still. “So…Sweetie Belle huh?” He asked.

Spike shook out of his daze and looked up at Ben. “What? What are you talking about?”

“Now, don't lie to me bro, I saw you blushing at talking to her, and she was doing the same. You both like eachother don't you?” He asked.

Spike looked at him for a moment before sighing. “Well…sorta.” He said. “Now I don’t know if you were told…but Inused to have a crush on Rarity.”

Ben nodded. “Yea, Twilight told me something about that, what does this have to do with things?”

Spike sighed. “Well it was sometime after Cadence and Shining Armors Wedding. Me and Sweetie Belle shared a dance together, and during that time, I felt a bit different, almost as if I felt about Rarity…and after a while…my crush for her had lessened. And sometime as I hung out more with Sweetie Belle and the other Crusaders…I felt myself developing feelings for her.”

“Well, why don't you ask her out then?” He asked.

“Are you nuts? After just getting over Rarity? Wouldn't that make me look weird? I just got over Rarity and now I’m crushing on her sister…like isn’t that weird?”

Ben pondered that thought. “Well…uh…” He then shrugged his shoulders. “I don't know what to say in that regard.”

“Gee, thanks.” Spike muttered. “So…what should we do now?” He asked.

Ben thought it over. “Maybe we should go see if anypony needs help with something. Maybe go see if Derpy needs help with mail delivery again.” He said as the two made their walk.

“So Ben, can I ask you another question?” Spike asked with Ben nodding his head. “Have you…well…ever been in a relationship?”

Ben snorted. “Jeez Spike, you really know how to ask them huh?” He asked with a slight laugh. “Well…yes, I was.” Ben sighed. “Her name is Julie…and we were good to each other….until we ended it.” He said, with a spike raising an eyebrow. “You see, during the years of herp work, it as harder and harder to get to hang with Julie *sigh* so we both thought it would be wise to just end it on mutual terms.” Ben then frowned as he looked to the ground. Even years later he missed Julie.

Spike frowned too. “Sorry buddy.” He said. But Ben smiled and grabbed Spike in a headlock and gave him a playful noogie.

“No sweat, dude.” Ben said. “But I…I don’t know, I mean I would like to start a relationship, but how though? I’m so busy with hero work. Of course ever since I recreated the universe, things have slowed a bit, but it still pops up from time to time. And now that Vilgax and Albedo are in the picture” He gave hooves himself. “I don't know ... .besides who would give me the time of day?” He sighed a bit. Who would give him the time of day?

“Well,” Spike said to him. “Maybe…somepony here? In this world?” He asked.

Ben looked at him as if he was crazy. “Spike, seriously?” He asked.

“What?” the dragon asked with confusion. “I’m just saying, many mares around here don't have any special pony…and well you are pretty nice too.”

Ben sighed. “Sorry Spie, I didn't mean to sound offended. But at heart I'm still a human though, I mean, a human dating a pony? It just doesn't seem right.”

“Well sure, but ponies are a separate species entirely, not like the ones back in your world.” Spike countered. Ben had to give him credit for that one, and it was true, the ponies here acted like any other human…even if they were different. “Dude, don’t say that there is not at least one or two mares you wouldn't mind dating.” He said.

Ben looked away and blushed a bit. “Well..I mean..there are a few…” He said, with Spike smirking at him.

“C’mon dude I can keep a secret, who is it?” He asked.

Ben sighed. “Well…ok….Derpy is one of them.” He said. “And it's not because her eyes are crossed, but she is really nice, sweet, doesn't let her eyes get her down, and she is very caring for Dinky.” He said.

Spike nodded. “Ok, good start, and who else?” He asked.

“Oh no! You already got me to admit one of them, I ain't telling anymore.” Ben huffed as he turned back around. His attention turned to Twilight and the other Mane 6, he won't deny that he found all of them attractive in their one way. Twilight for being a kind bookworm, Applejack for being a hard worker, Rainbow Dash for being fast and begin simply awesome, Fluttershy for her kindness despite her shyness, Rarity for being generous enough to give him and Rook clothes free of charge and Pinkie Pie for throwing both of them a great party.

Ben thought they were all nice and attractive, but he was not about to admit it though. Was Spike right? Could he find love here? Of course he is a human at heart…but still. He then took a deep breath, he wanted to make sure if thai attractiveness for these mares would last, was it a small rash on all of them, Derpy included? Or was it not?

“BEN!” The hero snapped out of his thoughts to turn to Spiek who was looking annoyed. “I tried calling you a few times and you zoned out on me.”

Ben blushed a bit and rubbed the back of his head. “Sorry buddy, what were you saying?” He asked.

Spike sighed. “I thought we were going to head over to the post office to help out Derpy.” He said, and that made Ben winded his eyes in relation and blush a bit.

“Oh right, we were going to do that huh?” Ben asked. “Alright then, let us make haste for the post office!” He said as he and the small dragon began to walk. “You know, spike.” Ben said to him. “If you really feel that way about Twilight and the girls…maybe you should talk to her about it, her and the others as well.”

Spike looked up at him. “You think so?” He asked, with Ben nodding his head. This made Spike look down in thought. “Should I really talk to her about this?” He asked himself.

Ponyville Post Office

Ben and Spice made their way to the post office and walked inside to see Derpy at the desk and she was smiling at them. “Ben, Spike, hi!”

“Hey Derps.” Ben said with a wave of his hoof, making Derpy look away and blush at him calling her that. “Spike and I were wondering if there was anything you need help with. We’re both bored out of our minds.”

“So bored.” Spike agreed, making Derpy giggle at.

“Well, I do need some help with mail deliveries, would you both be interested in helping me?” Derpy asked, and she smiled bigger when Ben and Spike nodded their heads. “I need some mail delivered to Canterlot, and Manehatten, do you think you can take the mail to Manehatten and I can take it to Canterlot?”

Ben and Spike both saluted. “Yes, ma’am.” They said din unison. “Jinx!”

Derpy giggled again and she handed Spike the mail for Manehatten. “And that should be fine, I don't want you both to work too hard.

Ben waved a hoof. “Bah, we dont mind.”

“Besides we’re both bored, remember?” Spike said as he looked at Ben. “So I suppose you just turn into that Jetray guy and fly us to Manehatten?” He asked.

Ben smirked and he activated the Omnitrix, and when the light vanished, he was now XLR8. “Alright little buddy, get on my back.” the Kineceleran said to the dragon, who looked very spooked but nonetheless nodded and got on his back. He then turned to Derpy. “Be back soon.” He said with a wink as he then dashed right out of the office, with Spike screaming.

Derpy could feel her blush going up again. “Oh, Celestia.” She thought as she smiled and went off in la la land at the thought of her and Ben being together.

Castle of Friendship

Twilight was reshelving some books and luckily Rook was there to help her, and she appreciated it very much.

“Hey Rook,” Twilight said to him. “What did you think of Earth when you got there? And your opinions on humans?”

Rook smiled. “Well Earth is very different and I am still learning new things even to this very day.” He then put a book onto the shelf. “And with Ben, I could not be any more gracious.” He said.

Twilight looked at him. “You and Ben are close huh?” She asked.

Rook gave a small smile. “Yea, remember I did say that at first he was not too thrilled with me as his partner, but he got used to it over time, and now we are like brothers.” Rook said. “I couldn't ask for a better partner than him.” He said. “I could say the same thing about you and the others.”

Twilight smiled as well. “You know, when I was young, I didn't know a thing about friendship, it was always me, my big brother and Spike. I used to think that friendship was a distraction.” Twilight then stopped shelving and thought of the many times that her and the other girls were together. “But when I moved here...I realized how much of a silly fool I was. Spike, Applejack, Fluttershy, Rainbow Dash, Pinkie Pie, and Rarity changed my life, there is nopony else I could trade them with. They are my best friends...my family.” She said as a lone tear came out of her eye.

Rook smiled at her for saying this, these girls and dragon seemed to care for each other quite a lot, especially if Twilight is saying something like that. But then he frowned. “I wonder where Ben and Spike are at, they should be back by now.”

Twilight shook her head. “I’m sure Ben is fine, and Spike is with him so I know Ben will make sure he stays out of trouble.” She said with a giggle, with a rook smiling.

“I guess so.” He said with a grin of his own.

Twilight then looked over at Rook. “Hey, Rook, I have a question, how come you don't use contractions?” She asked him.

Rook then sighed. “On my planet, Contractions are considered bad language to us Revonaganders.” He said, making Twilight raise an eyebrow. “Do not ask me, Ben is just as confused as well.”

Twilight did feel her eye twitch a bit as hearing at how a planet doesn't use contraction, but she took an inward breath, not wanting to start a scene. “Another question, does Ben…well…have a girlfriend?”

Rook then raised an eyebrow at that as well. “Uh…why are you asking that?”

Twilight then turned away, a blush forming on her face. “Just wondering…” she said, still avoiding Rook's glaze due to her face turning red.

“Well, he did. Her name was Julie if I remember correctly.” He said. “They apparently ended their relationship on mutual terms, Ben was busy with hero work and it made things difficult for them. They broke up, but they are still friends ... .but sometimes I catch Ben looking at couples and I can see him frown a bit at the sight.”

Twilight looked away from Rook and down to a loan book. “Poor Ben.” She thought. “Well, maybe he can find somepony else...maybe I can help him too!” She thought with a smile. “I know there's plenty of mares around here lonely for some companionship, like m-” but she then stopped as soon as he was about to say that. Was she going to desrbir herself?

The very thought of her and Ben together was…well..he wa s human, very different form ponies, but a part of her was kinda feeling soe butterflies in her stomach at the thought of her and Ben together. “Is it posible?” She asked herself, feeling a bit confused. "Of course, maybe if we hang out more and get to know each other a little better."

Ponyville

Ben and Spike had just gotten back from delivering the mail and were now back to walking around aimlessly.

“Since I’m here, maybe I should get a temporary job.” Ben mused. “Maybe the post office? So Derpy doesn't feel overwhelmed.”

“Sure,” Spike said. “I already got a job of course.” He said with a smirk, a smirk that Ben returned. “Maybe we can go to Rarity's boutique to see if she needs help?”

“Oh, help? Or just so you can see Sweetie Belle?” Ben asked with a teasing look.

“Shut up.” Spike muttered, with Ben laughing a bit.

“Calm down bud, I'm just messing with you." Ben said. "But if you want to go to the boutique, we can go.” He said with a smile, and with that, Spike smiled back and the two made their way to the boutique

Rarity’s Boutique

Ben and Spike finally arrived and opened up the door. “Be right there!” Rarity's voice called from somewhere as Sweetie Belle then popped her head to see who entered.

“Ben, Spike!” the filly said with a smile as she went up to them. And then if by some coincidence, Rarity then entered the room in a dash.

“Ben, Spike, what a pleasant surprise!” She said with a smile. “What are you both doing here?”

Spike looked over at Sweetie Belle and blushed a bit. “Well, we..uh…well.”

Ben sighed. “We were wondering if you needed any help with something, like maybe needing help holding onto a piece of fabric while you stitched it in or something?” He asked.

Rarity thought about it. “Well, I am good for now darling, but there is one problem.” She then frowned. “I am out of green sapphires that I was going to use for my newest design. Now what will I do?” She cried dramatically as she then pulled a couch from somewhere. “Oh, how could I run out? Why?” She cried.

Ben sweatdropped at this and turned to the two younger ones. “Is she always this dramatic over something small?”

“Yep,” Spike and Sweetie Belle said in unison, without hesitation. Ben thought about what she said, and he had an idea.

"Rarity, you said you needed gens right?" He asked. Rarity sniffled and nodded. "I don't have sapphires but I think I got the next best thing." He said as he activated his Omnitrix and scrolled through, with Spike and Sweetie Belle peering over to look.

"What are you looking for?" Spike asked him.

Ben smirked. "You'll see." He said as he found the alien and the core popped out. "Everypony and the dragon stand back." He said as they did and he hit the dial, engulfing him in bright green light.

When the light vanished, standing in his place was a large humanoid crystal creature whose lower body, torso, and top of his head consisted of indigo crystal with black lines on it. There were six shards on his back, two shards on his chest, and had the Omnitrix symbol on his chest. This is Diamondhead, the Omnitirx’s sample of the Petrosapien species from the planet Petropia.

"Diamondhead!" He examined in a deep voice. Spike and Sweetie Belle looked at him with awe and stars in their eyes.

Rarity however. "Sweet Celestia...SO MAGNIFIQUE!" She squealed as she looked around him. Admiring all of the gemstones on his body. "Darling, this new form of yours is so Divine! The Gems and the indigo that compliments you!"

"Well," The Petrosapien said with a smirk. "Anyway, you need gems right? Well." He then extended his amr and fired off some shards into the nearby wall, getting stuck there. “One order of gems, coming right up!” He said with a grin as he pressed on the dial and turned back into Ben. “Hopefully that can give you some ideas.” He said to her,

Rarity looked at the crystals and smiled widely even if they were stuck to the wall..she had some gems. “Ben, you're wonderful!” Rarity said as she went over and gave him a quick kiss on the cheek, making the green stallion blush a dark crimson red as Rarity smiled widely at the gems in the wall. “I got some new ideas!”

As she went over to the diamonds, Spike saw them and lickd his lips. “I wonder how they taste.” He said with a hungry look.

Ben looked down at him and smiled. “Well I’m sure Rarity can spare a few of them for you, buddy.” He said. “So you're going to stay here?” He asked, with Spike nodding his head in agreement. "Kay, then." He said as he was about to head out the door, but not before he looked back to see Spike and Sweetie Belle going over to help out Rarity and he smiled.

"Spike and Sweetie Belle sitting in a tree." He thought with a snicker, but then he thought about the small kiss Rarity gave him on the cheek and he blushed a bit.

Outside, Ben took a breather and he slumped down a bit. "Could Spike be true? I mean the mares I met are attractive, but at heart I'm still a human..wouldn't it be weird?" He asked himself. "And plus I just met these girls…maybe if we hang out more we c-Gah what am I thinking?" He asked with frustration. "Jeeze, I'm so confused.” He said with a sigh as he slumped down a bit.

Meanwhile, inside the boutique, Rarity was already brainstorming some new ideas, and thanks to those shard Ben gav her, she counts any better ideas. As she was brainstorming, Spike and Sweetie Belle were sitting together as Spike ate a piece of Diamondhead shard.

“Well?” the filly asked him with curiosity.

Spike gave it a few more matches as he thought of the taste. “Hmm, a bit crunchy, and kinda has a distinct flavoring to it, kinda like a blue raspberry flavor.” He said as he gulped it. “But dang that's delicious.” He said as he patted his stomach.

Sweetie Belle giggled a bit. “I bet.” She said as she saw Spike’s smile and a part of her began to blush a bit. “So, Spike…how have you been recently?”

Spike looked at her and shrugged. “Eh, same old stuff, helping Twilight, making sure she doesn't go overboard with her usual bookish stuff.” He said, making Sweetie Belle giggle a bit.

“She does have a tendency to do that.” she said, with Spike nodding.

“You have no idea.” he said as the two laughed about it. Spike saw Sweetie Belle and asked a question of his own. “So how are your parents?” He asked.

Sweetie Belle looked at him and down. “Oh..good I guess…I haven't really heard from them for a while now…” she said with a sad tone of voice, making Spike look with concern. “I hope they haven't forgotten about me.”

“Hey now, don't talk like that.” Spike said to her. “I’m sure they haven't, maybe wherever they are, they can't find a mailbox or a post office.”

Sweetie Belle frowned though. “I guess…” She said with a small sigh, but then she felt something touch her hoof and she looked like it belonged to a certain purple dragon and she looked at ihm, in which he gave her a smile.

“Sweetie, don’t worry I'm sure you will see them again.” He said to her, Sweetie Belle was just…well…he was touching her hoof and he was smiling at her…her face was beginning to heat up.

“T-thank you..!” She said, gulping a bit. And Spike himself felt his face heat up.

Author's Note

And that's that, sorry if it took long, dealing with personal issues.

So that's my explantion of why Ben and Julie broke up. I just wasn't a big fan of how that relationship ended in the show...just my opinion

Quick question, how would you feel for a Nightmare Night or Hearts Warming chapter? If so which one should I do?

Also don't forget to comment I enjoy hearing from you guys. And answering any questions you have for me :moustache:

More Thoughts and Trouble in Manehattan

Author's Note

Sorry for the delay, it's been pretty busy, and I had just gotten myself a new job and had to do lots and lots of onboarding stuff just to get in. My first official day starts tomorrow. Again, sorry for the delay, just trying to settle into the new job.

Also, if you didn't see. I did two new fics that I worked on this weekend, I hope you all enjoyed them :moustache:

More Thoughts and Trouble in Manehattan

Ponyville/Candy Shop

“Ok, here we go!” Four Arms said as he was lifting boxes in the candy shop. Today he decided to help out Bon Bon by carrying some stuff for her and being the helper he was, he felt it was necessary to do so. And Bon Bon could not be any happier.

“Thanks Ben,” She said with a smile. “That should be all the boxes I need stacking.” She said with a smile.

Four Arms smiled and pressed the dial, turning back into Ben. “My pleasure Bon.” He said with a smile. “So anything else you need help with?” He asked.

Bon Bon shook her head. “Nope, I need to be in one for today.” She said as Lyra used her magic to bring in more boxes, and Bon Bon looked. “Well…you think you can help stock some of the candy on the shelves?” She asked him, with Ben nodding his head.

“Sure, just tell me which goes where.” He said as Bon Bon brought him over to a cart of candies, the very sight was starting to make hsi mouth water up a bit.

“These candies go on the perspective shelves, I put sticky notes explaining what goes where.” She said to him with a smile. “Can you handle it?”

“Ben is on the job, Bon Bon!” Ben said with a salute as he then used his hooves to push the cart over to the shelves. He took a glance at them and began to put the candy right in the proper order of where they were. “Huh, so far so good.” He thought with amusement. “Maybe when I get back, I should get a job as a stocker.” He joked.

As he continued to stock, in his mind, he still couldn't help but feel dread. Paradox has not told him yet about Vilgax and Albedo, of course, Ben should see that as a good thing, as if he hasn’t heard of them, then they are under the radar for now…but that was the issue. What were Vilgax and Albedo doing hiding out? It didn't make any sense at all.

Ben sighed and looked up. “Soon.” He thought as he then wondered about his home. “I wonder how Grandpa, Mom, Dad, Gwen, and Kevin are doing…”

“Ben,” His thoughts were stopped at the sound of voices and he turned to see Bon Bon and Lyra giving him confused looks. “Are you alright?” Lyra asked.

Ben saw the look of concern on their faces and he smiled. “Yeah, sorry, just got some stuff to think about.” He said.

Bon Bon shook her head. “Ben, why don't I take care of the rest, alright?” She said to him, She saw his looks of dread and she didn't feel like wasting his time or giving him any stress.

“What, no it's fine. I can do-”

“Ben, I can see you are feeling stressed about something.” Lyra said. “It’s fine, me and Bonny can handle the rest…ok?” she said with concern.

Ben looked at them and back at the shelves. “Ok…I understand. Thanks girls.” He said as he then backed up from the cart.

Bon Bon and Lyra looked at eachother with concern on their faces and thought of something. “Hey, why don't we all take a break and get something to eat.” Bon Bon suggested. “Ben, have you been to the Hay burger yet?”

Ben looked at her and thought about it. “I…don't think I have.” He said. “Is it good?” He asked.

Lyra smiled and nodded. “It is delicious, let's all go together, my treat!” she said with a smile, with bon Bon nodding her head. Ben shrugged his shoulders, anything to get his mind off of Vilgax and Albedo.

Café Hay

Rook was sitting at a cafe drinking some coffee. He took the time to look around to see the many ponies just going about their lives. This world was peaceful, and the creatures were very welcoming to both him and Ben, and he could not be happier.

“While I do wish to go back home,” Rook said. “I can not deny that this place is very peaceful.” He smiled as he took another sip of his coffee. But in his mind, similar to Ben, he still couldn't stop but felt dread at the thought of Vilgax and Albedo wandering somewhere, what sort of destruction could they cause? It filled him with dread, because these creatures did not deserve whatever Vilgax and Albedo had in store.

"Excuse me," Rook snapped out of his thoughts to look around, wondering.who called him. "Down here, Mr. Rook." He looked down to see the young colt, Pipsqueak. "Pipsqueak at your service." The young colt said.

Rook smiled and nodded. "Hello Pipsqueak, how are you today?" He asked.

"I'm good, I was wondering if I can ask you some questions." He said. "About those Plumbers."

Rook motioned the colt to come to the table and he got on the other chair facing Rook, who smiled. "So, what do you want to know?”

Pipsqueak smiled. “How do you and Ben first meet?”

Rook chuckled a bit. “Well, it was after I graduated from the Plumber Academy and joined the ranks, where I heard of his exploits. His grandfather sent me to Earth as his new partner after his old team disbanded.”

Wow, what was it like working with him for the first time?” Pipsqueak asked.

Rook smiled again. “Well, we did not exactly get along right away, as we were more like colleagues.” But he then sighed as he took a sip of his drink. “But the more and more assignments we went on, the closer we became.”

Pipsqueak smiled. “That’s so cool. Can you tell me more about your adventures?” He asked as Rook spent the rest of his time discussing things with Pipsqueak.

Hay Burger

The three ponies finally arrived at their destination. To Ben, it didn't seem any different from Burger Shack, excpt there was no meat, so he was curious to try it. “Ben, since you helped us, we can pay for you.” Lyra said.

“Are you sure? I don't want-”

“We insist.” Bon Bon said with a smile. “Only thing we can do to make up for your help.” She said, “So what do you want?”

Ben then looked over the menu to think it over. He figured that these burgers didn't have meat, but hay instead, like what regular horses back in his world eat. Since he was a pony, he wondered if he could somehow get a taste of hay…he hoped.

“I guess get me two Hay burgers, Horseshoe fries, and a large soda, please.” He said to the counter clerk, who smiled and nodded his head, and Lyra and Bon Bon put their orders in as well.

5 minutes later…

Like a normal fast food join, they got their food super quick. Ben looked at the burger in front of him to inspect it, and he was right, there was definitely hay in place of a meat patty. Now all he had to do was try to figure out how to pick it up. He didn’t want to use the Omnitrix for something as simple as this. He then noticed Lyra and Bon Bon simply pressing their faces into the burgers and eating them like that.

Ben looked back at his food and shrugged. “Well, when in Rome.” He said as he then pressed his face and took a bite of his burger. After taking a few chews, his eyes widened to find that it was actually not that bad. The hay was seasoned perfectly, and the ketchup and lettuce and tomato complimented everything as well. “Ok…I could actually get used to this.” He thought as he then took some bites of his fries too, which tasted like any normal french fry, only horseshoe-shaped.

Lyra and Bon Bon looked up to see Ben really digging in there, with ketchup getting on his cheeks, and the two giggled. “Enjoying the food?” Bon Bon asked.

Ben then looked up at them, and turned to see some other ponies somewhat gawking at him and he blushed embarrassingly. “Um…well.” He then got a napkin to wipe his face clean. “It’s pretty good, thanks girls.” He said with a smile.

Lyra then looked at Ben. “Hey Ben, you know these Plumbers you speak a lot about kinda sound like Bon Bon-” but her mouth was soon closed by a hoof, belonging to a nervous-looking Bon Bon, who looked around.

“Lyra, not so loud!” Bon Bon whispered urgently.

Ben looked at her with a raised eyebrow. “What?” He asked.

Bon Bon looked around to see if anyone was listening in, and they weren't. But she didn't feel safe. “I’ll tell you later. Let's just eat.” she said, while giving Lyra an angry glare, the unicorn blushing nervously.

King Charlatan’s Kingdom

Edgar was in his room, bored out of his mind. Because his father was the king, he was often left alone by the other penguin children. Many of them teased him for being the king's son..so he didn't really have any friends at all.

And for that very reason, Edgar wanted to do nothing more but to have friends. But how was he going to get a friend if he was stuck here in the kingdom? That was often the main thing with him…he often wondered what lies beyond the kingdom. What sort of creatures were there in Equestria? What were their customs?

Edgar had been warned by his father to never leave, as Equestria wasn't that good of a place. But Edgar, being as young as he was, was just oh so curious…so today he thought of something to snap him out of his boredom. “I wonder if maybe...just maybe, I can get out and see Equestria for myself.” He thought as he thought it over.

Yea! Why not? Of course, he wouldn't be gone long…and his father would never even know. All he had to do was figure out how though…how could he get out of here? As he pondered how to get out, he saw a small little crack in his ice wall and he went over to inspect it. “Huh, I should get the guards to come get the crack fixed.” Edgar said as he then went back to ponder on how to-wait a minute! Edgar then looked at the crack once again and smirked to himself. “I know how to get out of here! He said as he then began to make plans to get himself some tools for the job.

Ponyville

“Man, I don't think I can eat another bite.” Ben complained as he was walking alongside Lyra and Bon Bon, who were gigging at him.

“Hay Burger can be pretty filling.” Lyra said, with Bon Bon nodding her head in agreement. “Hey Ben,” He turned to her and she gave a smile. “Thank you for the help today…we appreciate it.” She ended with a slight blush on her face.

“Yeah, you didn't have to help us.” Bon Bon said with a familiar blush on her face as well.

Ben smiled. “Well, I wanted to, anything to earn my keep around here. And besides, anything to help pretty mares such as yourselves.” He said, with a slight blush as well.

Those words made Lyra and Bon Bon blush even more and turn their heads away. “T-thank you.” Bon Bon said. “Say, we need to get back now..going to try a new candy recipe.” She said as she then began to trot away, with Lyra following close suit.

“Are you sure you don't need any more help?” Ben asked them.

“We’re all good.” Lyra shouted to him as the two mares left, and as they did, their faces were red as the same thoughts rang in their heads. “He is such a perfect stallion!” They thought in unison as their faces still had their blush.

Ben watched them leave with a smile on his face. “I really need to hang out with more of the townsfolk here rather than Twilight and the other girls, and build some friendships.” He said. And as his mind went to Lyra and Bon Bon, his face began blushing. “Oh jeez, here I go again.” He said as he rubbed his face with his left hoof. “I seriously need to figure out these feelings and other thoughts.” As Ben was left to ponder, he heard someone call his name.

“BEN, BEN!” He turned around to see Spike running up to him with a scroll in his hands, as Spike painted a bit, Ben looked worried.

“Spike, you alright dude?” He asked.

Spike nodded as he took some more breaths. “Sorry, just Princess Celestia sent a scroll for you.” He said as he opened up the scroll to take a read-through,

‘Ben, there is some trouble going on in Manehattan, something about a bunch of snow creatures running around. I would normally call for Twilight, but I was hoping you could figure out this situation if you can. Thank you.

Princess Celestia.’

After he read through it, Ben was at first confused at the mention of snow creatures, but even so, he adopted a determined look. “Snow monsters? Nothing too tough for me to deal with.” Ben said with a smirk, and then he looked at Spike. “Hey Spike, I feel like helping me take care of a snow situation?” He asked.

Spike's eyes gleamed with joy. “You bet I do!” He said as the two then made plans. Now they didn't want to worry Twilight about it, so they came up with a lie. “Spike, you get to the castle and tell Twilight that you and I Are going to hang out today, I’m going to let Rook know.” He said.

“Aye, sir!” Spike said with a salute as he took off for the castle, and Ben went to go find Rook. As he continued to trot, he began to think about what sort of snow creatures Celestia was talking about, what were these monsters? Yetis? He would possibly know it all once he got there.

5 Minutes Later….

It took Ben five minutes to find Rook, who was talking to Pipsqueak but luckily he found him just in time. “Rook!” Calling him caused the Revonnahgander to stop drinking his coffee and look over at him with concern.

“Ben, what is wrong?” He asked.

“Something about a snow monster attack in Manehattan!” He said. “We gotta go!” He said as Rook put his coffee down and tuned to Pipsqueak.

"Pipsqueak, we will talk some more some other time, but me and Ben have to get going now." He said as Pipsqueak saluted them both as the two began to run for it.

Ben faced Rook with a determined look. “We gotta wait for Spike, he is going to help us with the issue.”

Rook looked at his partner with some confusion. Are you sure that is wise?“ He asked. “I mean, will Twilight approve?”

Ben snorted. “The little dragon can handle himself, and plus, we are both there so if anything happens to him, then we can protect him.” He said, but Rook was still a bit unsure. But Ben gave him a determined look. “Rook, Spike will be fine, believe me.” He said to him,

Castle of Friendship

“Are you sure?” Twilight asked Spike who was telling her that Ben told him.

“Yeah, I mean I know we hung out earlier, but would it be alright if I went with him to Manehatten?” He asked. But twilight was still a bit unsure of it, but then he tried to give her the puppy dog eyes. “Pretty please?” He asked, his eyes quivering.

But Twilight smirked at him. “Spike, you know the puppy dog eyes don't work on me.” She said with a smug look.

“Dang..” Spike said with his arms crossed.

“But-” Spike then looked at her with eagerness, and she sighed and gave a small smile. “Alright then, but you better not give Ben any trouble, you got it?” She said to him,

“No problem at all Twi.” Spike said as he happily ran off. “Alright, time to go kick some snow monster butt!” He thought with eagerness as Twilight saw him off.

“I wonder why he still wishes to go through…well, no matter.” She said as she went to the bookshelf, back to reorganization.” She said happily.

When Spike got outside, he saw Ben and Rook coming up to him. “Guys! Are you ready?”

Ben smirked. “As ready as I’ll ever be.” He said as he then slammed on the Omnitrix dial and in a green flash, he instantly transformed into XLR8 and motioned for Rook and Spike to get on him. “Alright, you guys, off to Manehattan we go!” He said as in great speed, he took off, with Rook and Spike with him.

King Charlatan’s Kingdom

King Charlatan was on his throne as his guard was talking to him. “So the first monsters are in Manehattan?” He asked as the guard nodded his head. Charlatan gave a smirk. “Good, and that is just the start-up.” He said as he slammed his staff to the ground.

Edgar, who was looking around the castle for tools, peeked into his father's throne room and was wondering what he was talking about. but then he saw a hologram image up top and looked interested.

"Edgar, come in here my boy." Charlatan exclaimed with a smile on his face. Edgar like da a bit confused, was his father happy? This was rare because his father was never that happy..sorta, so wah was the occasion?

"What's going on, Pop?" He asked as he walked right tup to sit alongside him. Charlatan patted his son on the head and looked at the screen with a grin.

"Our victory.

Manehattan

Meanwhile, in the city of Manehattan, there was a female unicorn with a light pale grayish pink coat with her mane and tail being moderately purple-colored with lighter purple and pale grayish aquamarine highlights. Her Cutie Mark was a purple and white star with two two-toned blue glimmering streams. This is Starlight Glimmer, and she was walking amongst the streets with a smile.

There was once a time when Starlight was an enemy to Twilight Sparkle and the other girls, her goal was to try to create a utopia where all ponies could be equal without the use of their cutie marks. But after Twilight defeated her the first time, she grew bitter and attempted to destroy her as well as her friendship with the other girls. But she was thwarted again.

But Twilight and the others had forgiven her, and now she was considered their close friend as well. Starlight has been trying to atone for her crimes and learn more about friendship, going under Twilight’s tutelage. Now she was coming back from her old village after meeting her childhood friend Sunburst.

“Can’t wait till I get back to Ponyville.” She said as she got excited. “I can’t wait to meet these Ben Tennyosn and Rook Blonko fellows I have been hearing from.” Twilight has been sending Starlight letters about Ben and Rook, and she couldn't be any more excited at the prospect of meeting visitors from other worlds.

Starlight was even more excited to see the transformations of Ben, but a part of her was a bit nervous, since she was once an enemy of Twilight, what if Ben and Rook didn't like her at all? What if they tried to do something?

But she knew that if it came to that, Twilight and Spike could step in and explain…she hoped.

*SCREAMING*

Starlight then turned her head to see many ponies running away from something, much to her surprise. “What the?” She said as her eyes winded at why the ponies were trotting away, for there were a bunch of large snow monsters roaring loudly and trudging all over the place.

A part of her was a bit nervous, but she wasn't about to back down out of a fight, especially when these townsfolk didn't deserve this at all. She glared at the snow monsters and was about ready to fight until..

BAM

A light shot from the left side and fired at one of the snow monsters, firing off some of its head, and causing it to roar loudly in pain, Starlight looked confused. “What was that?” She asked.

“Starlight!” She turned to see Spike and two figures she didn’t recognize, and she smiled.

“Spike!” She said as the three males ran up to her, and Spike and Starlight gave each other a big hug. “What are you doing here?” She asked.

Spike smiled. “Well, Celestia asked us to come to solve the Snow Monster issue here, and I brought along Ben and Rook too.” He said.

Starlight then eyes the two heroes and her eye winded. “Wait…this is Ben and Rook? The Ben and Rook Twilight has been messaging me about?” She asked in shock and excitement, and Spike nodded. “Wow…!” She said.

XLR8 smiled pressed on the dial, and turned back to Ben. “So you heard about us huh? I know, we’re pretty awesome.” He said with a smirk, “Names Ben Tennyson.” He said as he extended his hoof and she pounded it.

“Rook Blonko, nice to meet you.” Rook said as he held out his hand, and while Starlight was confused, she smiled and her hoof went into Rooks as he grabbed it and shook it. “So who are you?”

Starlight smiled. “I’m Starlight Glimmer and-”

ROAR

They all turned to see more snow monsters glaring hard at them, and gave mighty roars, their icy roars blowing right at them. The icy breath gave the heroes the chills.

“Woo,” Ben said as he waved his hoof in front of him. “Hey snowheads, two words for ya. Breath Mints!”

“Yea, really badly.” Spike said with a cocky smirk. “So Starlight, you want to help us get rid of these creeps?” He asked.

Starlight smirked. “Oh yea!” she said with excitement as the heroes all face the large snow monsters together and got ready to rumble.

Manehattan Battle

Author's Note

Sorry if this chapter was a bit short everyone, I'm dealing with also of stuff at the moment, and my stress level has not been doing kind things for me... I was sick over the weekend so I had to deal with that....yay...

so in case you are wondering. King Charlatan is going to be the first threat the heroes will deal with, and then we will focus on Vilgax, Albedo, and Tirek.

Manehattan Battle

Manehattan

Ben, Rook, Spike, and Starlight were now standing against a group of large snow monsters, all of whom were growling and glaring hard at them all with intense fury on their faces, but were these heroes going to give up? No!

“Alright, what’s the plan?” Spike asked as he was now on Starlight's back.

Ben smirked at him. “The plan, my little buddy is the one I usually go for.” He said as he slammed his hooves together. “Kick the hell out of anything till it stops moving!” He said, but all that did was have everyone in the group look at him funny.

“Well, that might work for Rainbow Dash…” Starlight muttered under her breath, but she still had a smile, seemingly going along with this plan of action.

Rook sighed a bit, but he did give a small smile already used to Bens's antics right at this point. One of the large monsters raised its giant fist and prepared to deliver a devastating blow, but the heroes were able to dodge out of the way in time.

Ben smirked and activated his Omnitrix. “Alright, snowmen! Get ready to feel the heat with Heatblast!” He said as he slammed the dial and was engulfed in a green light. When the lash ended, standing in Ben's place was a humanoid plant creature with light green skin, his face was yellow, orange, and red colored, with his eyes showing no pupils. He had black hands with four yellow claws and yellow holes on the palms. He is shown to have six red horns with yellow spots; two of them were on each forearm, and one on each shoulder, as well as one green horn on each foot, knee, and elbow. It is also shown sporting a large collar raised around his neck, which is yellow on the inside, and the Omnitrix Symbol is on his chest. This is Swampfire, the Omnitirx’s sample of the Methansonian species from the planet, Methanos.

“Swampfire!” He shouted in a booming voice. Spike and Starlight are shown to be shocked and amazed by the new alien next to them.

“Alright! Ne-” but when Spike took a whiff, he immediately covered his nose. “Yuck! What's that smell?” Starlight took a whiff and her face turned green as she covered her nose with her hooves.

“It’s nasty!” She complained.

Swampfire turned to them and smiled bashfully. “Sorry, it’s methane.” He said as he turned to the snow monsters. “I was going for Heatblast, but this could work too.” He said as he then extended his hands and shot out a torrent of flames right at the snow monsters, but when the fire hit them, much to the shock of the others, the fire didn't do anything to them. “What?” Methansonian exclaimed.

King Charlatans Kingdom

King Charlatan, the guards, and Edgar were watching the fight on their screen, but some were surprised and confused by the sight of two unfamiliar creatures.

“Papa, who are those creatures?” He asked as he pointed at Rook and Swampfire.

Charlatan was just as confused. “I’m not sure…but either way, fire won't work against them, not when they have a piece of my ice crystal in them, as long as that crystal stands, they will not melt!” He said with a cocky grin.

Manehattan

Swampfire had to dodge another attack as he kept on firing flame after flame, but these snow monsters just wouldn't melt! “Why won't these stupid things melt?” He asked.

Rook looked at them closely. “If this world is run by magic…these could be enchanted by something…the only question is, what is it that's making them invulnerable to flames?”

Starlight then teleported to a rooftop and fired many blasts of magic at them, causing the snow to get fire right off, but instantly regenerated. Starlight gritted her teeth as she fired more blasts, but the snow kept on regenerating. “Ok, snow is not supposed to regenerate, what is going on?” she asked herself.

Spike then blew some of his dragon breath at the snow beasts, but like Swampfire, his fire proved ineffective, making him confused. “Ok..what is going on?” He asked, but then he was instantly grabbed by one of them, and he yelled out. “Guys!” He cried as the snow monster smirked and was about to eat him, but then was blasted away, making him drop the young drake, who was saved in time by Starlight, who glared at the beast.

“Don’t you mess with my friend!” She exclaimed with fury. Rook glared at the beast as he then used his Proto-Tool to fire many more blasters at them, and while the snow was going away, they were still regenerating.

“There must be something keeping them all together!” Rook said. “Even with Spike and Ben using fire, they won't melt.” He said.

Swampfire looked at his partner and up at the snow monsters and he was right, even with flames they were not going down ...there was something else to this. “Guys, let's see if we can try to get as many pieces of snow off of them as possible! There must be something in them that is keeping them together.”

“You mean like some sort of magic item?” Spike asked, with the Methansonian nodding his head. Spike looked up and sighed. “Ok, Starlight, Rook, let’s see if you can blast some of the stomachs off, I’ll be with Ben.” He said as he hopped off Starlight's back and ran towards Swampfire.

“Please, be careful, Spike!” Starlight said to him as she and Rook looked at eachother. “So, can you show me how that thing works?” She asked with some excitement.

Rook smiled and nodded. “Of course.” He said as he then had his Proto-Tool and turned into it's bow and arrow form and he began to fire arrows at the snow monsters. Starlight, while being amazed by such a weapon, still focused her attention on the enemies. If they were being protected by something, it had to come from inside the bodies…but what could they be?

Ben and Spike were together, trying to find an opening. “What are we doing Ben?” Spike asked.

“Rook and Starlight are going to distract them while we try to attack from behind. If we can attack from the back, we might be able to find an opening and see just what we are dealing with.” He said as he spotted a torrent of fire from his hands onto the backside of the snow monster, as the snow melted, he began to take notice of something at the very center.

Spike himself noticed this as well and he assisted Swampfire in burning the back down, and when they did they got a good glimpse of what was on the inside, it looked like a piece of a blue gem of some sort. Spike smiled. "I think we found the answer to our snow monster issue.” He said as all of a sudden a blast fired out of nowhere and hit the gem right in the center, causing the monster before them to start shaking a bit before stopping and all the snow dissolved onto the ground.

Ben and Spike were surprised, but then they saw Rook, who had his Proto-tool out and smoke coming from it. “So I can assume it was that weird gem?” He asked, with Spike nodding.

“I don't know what that gem is, but all we gotta do is either remove or destroy it and we should be able to take these guys down!” Spike said,

Starlight then looked determined and had her horn glow bright as she fired a large magical ball at the snow beast's stomach, exposing the crystal longed it Rook used his grappling hook to fire at the crystal and pull it right out, causing the Snow Monster to shake once again, and that gave Spie the change to fire a fire breath at it, causing it to melt in an instant.

When Rook pulled the crystal out, Starlight used her magic to levitate it toward her and she inspected it. “I better show this to Twilight as soon as we get back to Ponyville.” She said with keen interest.

BAM

But unfortunately, she was not paying attention and she got squished by a giant snow fist, which buried her a bit.

“Starlight!” Spike called out in worry as she glared at the snow monster. “You ugly snowman!” He exclaimed as he then unleashed another torrent of fire at the beast, this time aiming for the head and the fire caused the head to melt right off, but it then regenerated in an instant.

Swampfiue then formed a massive fireball in his hands and threw it right at the snowman's abdomen, causing it to melt and partially reveal the crystal that looked right in. With one mighty arm thrust, a torrent of flame sprouted out and it hit the crystal, causing it to shatter, and for the snow monster to immediately melt into a big pile of slush.

And with that. The snow monsters were defeated.

King Charlatans Kingdom

King Charlatan, his son, and his soldiers were shocked at what had just happened….his snow monsters were beaten…just like that! He was not too happy about it either.

“WHAT??” He shouted loudly, so loud that it shook the entire throne room. “Just who were they? And what were those things? More importantly...WHO IN THE NAME OF CELESTIA WAS THAT PLANT CREATURE??” He shouted loudly.

Manehatten

The monsters were beaten and the heroes emerged victorious, with Starlight shivering a bit as she emerged from the snow. “Alright team!” Ben said as the others smiled. “We’ve taken care of the enemies.” He said as he and Spike gave each other a hoof/fist bump. Rook went over to grab a piece of the blue shard to inspect it.

“I wonder what sort of shard this is to make those snowmen move and take on all of our attacks without melting…” He said. That was when Starlight took the crystal out of his hand with her horn and she inspected it.

“I feel like I have seen this crystal somewhere before.” She said as she closely inspected it more thoroughly. “Guys, we should get the shard back to Twilight, maybe she might know about it.” She said and the others nodded their heads in agreement.

King Charlatans Kingdom

“RAAAGGHHHH!!” Charlatan was throwing a nasty tantrum. How dare those ponies take down his snow beasts, how dare they? The guards were doing everything they could to calm him down.

“Now ki-”

“Don’t you even say it.” Charlatan growled angrily, making the soldier step back a bit and whimper. “Just what were those two creatures? The one who can shoot flames and the one who had that weird weapon?” He asked. “I want to know who they are and see them taken care of, you hear me?” He asked in anger. “Before they tear my hopes and dreams apart!”

Edgar, who had been watching the whole time, was actually amazed by such power, but he too was wondering, who were those two creatures that helped that unicorn and dragon?

“Send my snow sparkles, and follow that group!” He ordered. “I want to know where they are going and how to track them down, now!” Charlatan ordered.

Edgar, who was watching in awe, had retreated back to his room and there was only one thing on his mind: how did those creatures fight off his father's snow army? He had to know what they were! And how to do it? Follow the snow sparkles and sneak out of the castle!

Planning Ahead

Author's Note

Hey, sorry for the delay everyone, I was going through a tough spot, and with Thanksgiving coming up and doing other fanfics...it's been difficult for me.

anyways, I hope you all enjoy this one and I know its a day early, but Happy Thanksgiving :)

Planning Ahead

Castle of Friendship

“Giant Snow monsters?” Twilight asked with shock. Ben and his group arrived back at the castle and explained what had happened to Twilight. And while she was not too happy with the fact that Spike was involved in this, she was very happy that everypony was alright.

“Yea, and no matter how many times we attacked our attacks wouldn't keep them down.” Ben said. “Even with fire attacks from Spike and I, they wouldn't stay down.”

“We think it might have something to do with this gem.” Rook said as he placed the shard right on the table, making Twilight use her horn to pick it up and inspect it.

"Hmm," She said with interest, and for everypony to look at her. Then her eyes widened a bit. "I know what this is."

"Well," Ben started. "Don't keep us in the dark Twi-Spri, tell us!"

Twilight gave the hero a small glare before sighing. "This is a piece to an Ice Gem, basically if you attach this gem to any object it can never melt, even dragon fire can't melt it away." She said as everyone in the room looked at the gem in awe.

“I need to get one of those.” Ben mused a bit.

Twilight gave him a short glare though, not amused. “This is not funny Ben!” She said to him. “Whoever did this probably has more, and we need to figure out who does! But the question is where would all the snow come from? It’s not even Winter yet.” asked with confusion, and that was something everypony else was wondering as well.

Twilight then sighed. “Well, let's think about it later, we need to get ready for the Grand Galloping Gala.” She said to them all, making Spike nod his head in agreement.

Ben, Rook, and Starlight looked confused. “Grand Galloping Gala?” They asked in unison, but then turned to each other. “Jinx!” they said before laughing a bit.

Twilight smiled. “Oh right, I didn't tell you guys about it. Well, the Grand Galloping Gala is a social event that celebrates the completion of Canterlot after Equestria was founded.” She said, making Ben raise an eyebrow. “In human terms, think of it like a ball or as what do you call it…a dance of some sort.”

“So kinda like the Prom then.” Ben said. “Ok, sounds cool.” He said. “Well, I guess you can all go and me and Rook can look after the place while you-”

“Actually, you are invited.” Twilight said, much to Ben's shock. Twilight smiled as she used her magic to levitate eleven tickets over. “I have to give these to the other girls, but I got tickets for Spike, Starlight, you, and Rook.” She said as she then handed them their tickets, making Ben, Rook, and Starlight look at them with awe.

“Wow…” They said in unison.

Twilight however looked at the other ticket with confusion. “I don't know about this other ticket though.” Twilight said as she held another ticket and looked at it weirdly. “Maybe the princess and it by mistake or something.

Ben looked at that ticket and wondered. “Hey Twilight, if you are bringing a guest, do they need a ticket as well?”

Twilight shook her head. “No, but why?” She asked.

“I think I might know how to give the ticket to you.” He said as he took the ticket out of his hand and trotted off, leaving some of hsi group bewildered. “

“What was that all about?” Spike asked.

“I have no idea.” Twilight said. “As I said, let's focus on the Gala for now and we can figure out the snow monster issue later.” She said. “I gotta go talk to Rarity and get us all dresses and suits.” As she went to leave. She imagines what the gala would be like with Ben and Rook there. Sure the upper class might find him…well…who knows, but she was looking forward to it, with all her friends there and Ben and Rook as well. Maybe… she and Ben could share a dance? The very thought made her blush a bit.

spike was in the same predicament, he could imagine himself and Sweetie Belle at the dance, sharing drinks or two. the very thought made him blush as well. "Hopefully it will go better than the first time I was there....hopefully, Sweetie Bell won't abandon me like the others did..." He thought with hope and dread

Meanwhile, Ben went out into Ponyville to see if he could find Derpy. “I can give this to Derpy and then we can all hang out together at this Gala.” He thought with an excited smile on his face.

He then imagined what the Gala would be like, of course in his mind images of prom were there, but it would be of the many ponies rather than humans there. He, Rook, Spike, and the girls. Spike would be dancing with Sweetie Belle, and Ben himself would be dancing with Twilight and the others, all of them looking so classy, elegant..beautiful.

Ben then shook his head and sighed. "Why do I keep thinking about this?' He asked himself. "I gotta figure this out somehow." He said with a sigh. "Maybe I should talk to someone or somepony..whatever comes first."

"INCOMING"

Ben looked up for a moment before…

POW

Ben collided with a familiar mare, the two then fell to the ground and landed with a thud. Ben shook the dizziness off and looked to see that Derpoy had collided with him. “Hey, Derps.” He said.

The mare in question looked at who she hit and smiled. “Oh, hi Ben. sorry about that.” she said sheepishly.

Ben scoffed. “No problem,” He said as he helped her up. “Doing your usual mail duty?” He asked.

Depry nodded. “Yeah, and then after that, I'm going to be done for the day.” Derpy said with a smile. “So what have you been up to?”

Ben shrugged his shoulders. “Well, I just got back from Manehattan, and fought a bunch of snow monsters.” He said, making Derpy gasp.

“Snow Monsters?”

“Mmhm, but I handled them all with ease.” Ben said with a cocky grin. “Well I did have help but still.” He said with a grin. “And I heard that the Grand Galloping Gala is coming up.”

Deroys eyed winded. “Really? Wow! That’s so cool.” she said with a smile, a smile then faltered a bit, something Ben noticed.

“Are you alright, Derps?” He asked.

Derpy nodded a bit. “Yea…I’m fine.” she said. “It’s just…I always wished to go to the Gala.” She said, “I could just imagine it. The ponies gathered around, socializing.” But then she sighed. “But who would want to go with a clutz like me?” She asked with a sigh.

Ben looked at her, and then he remembered the extra ticket in his shirt pocket and he thought of something. “Hey, Derps.” He said to get her attention. “I got an extra ticket in my pocket, we all did, me, Twilight, the girls, and Spike.”

“Oh wow…but why are you telling me?” Derpy asked with a tilt of her head.

Ben chuckled a bit. “Well, do you want to go too?” He asked her.

When he asked that, it made Depy stammer a bit as a pink tinge was forming. “W-what do you mean?”

“I am asking if you want to go to the Grand Galloping Gala with me?” He asked her with a warm smile on his face.

As soon as he asked that, Derpy’s face immediately turned red as a cherry as a stem appeared to be coming out from her head. Was…was he asking her on a date? No, he could be…it was just to hang out right? Right? Depy gulped a bit as she was trying to get all of it through.

“A-are you sure?” Derpy asked him. “I-I don't w-want to embarrass you or-something.” She stammered.

Ben laughed a bit. “Derps, you wouldn't believe how many times I have been embarrassed, and that was mostly all my fault.” He said as he then used his hoof to pat her shoulder. “You’ll be fine.” He said with a smile on his face.

“O-ok.” She said with a bit of hesitation, but she gave him a smile, a smile that he returned.

“Hey, why don't you and I hang out for a while?” He said. “You are off duty right? after your last mail delivery” He asked.

Derpy nodded rapidly. “I would love to.” She said to him. "Let me get done this delivery and I will be all done." She said with a smile, but inwardly she was sharing with joy at spending time with the stallion she liked very much

However, unknown to them, a small flurry had flown right by them and into the air…

King Charlatans Kingdom

Charlatan was in his throne room, sitting on his icy throne with a glare on his face, his right flipper tapping the armrest with impatience. “Who were those creatures?” He growled in anger. Who were they? He needed to know, and he needed to know right now!

*TINKLE TINKLE*

Charlatan then looked over to see a snow flurry come over and circle around his scepter. “Did you follow them?” He asked as the flurry tinkled again. “Good, and now tell me what you know.” He said.

Meanwhile, Edgar was in his bedroom pondering on the vents that had just transpired. Who was the pony? And how did he turn into that green plant creature? These were just one too many questions the young penguin asked. But truth be told he found the creature to be rather intriguing.

“A pony that turned into a plant creature that can control fire…” Edgar thought with intrigue in his voice. “I wonder how such a creature can do that…magic?” This was one of the many questions he had in his mind…and he knew that there was only one thing he could do to solve them....to leave. But the question was, how can he leave? What with the many guards around his and his father's castle.

Meanwhile, back in the throne room, the flurry was done telling King Charlatan what it had discovered and he was intrigued. “A creature from another world, who has access to a device that allows him to turn into that plant creature and other creatures?” He asked, with the flurry twinkling in response. “And he is in Ponyville? And they are talking about a Grand Galloping Gala?” He asked. When the flurry twinkled again, he looked intrigued. “Go back and find out anything else.” He said.

Meanwhile, Edgar was speaking to a flurry right in his room. He had been telling it about his plan, but the flurry was not too happy about it.

“Just for at least an hour or two?” Edgar asked him. “I promise if anything happens, I will take the heat. Please.” He begged. “I want to see more of the world outside the kingdom.”

*TWINKLE TWINKLE*

“Well yeah, but I also wish to see that plant creature who took on papa’s snowmen. Papa might get mad at me for saying this, but that creature was pretty cool as well.” He said. He could notice teh flurry still not so sure about this and he sighed. “Please, all I am saying is just one hour or two, and after that, we will be home and no one will notice.” He said.

After what seemed to be a few minutes the flurry then decided to swirl around Edgar, with him forming into snow and he smiled. “Alright!” He said with a grin as he was turning into small flurries. “Outside world, here we come!” He said happily as he then turned into a bunch of flurries as he and his personal flurry floated out of the room and out the castle window.

Edgar in Ponyville

Author's Note

Hey everypony, I apologize for waiting so long, my life is just one big crap show, so I hope you can forgive me. Sorry if this chapter is not good, I did the best I could, I have been out of the game for months.

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

Ben 10 belongs to Man of Action and Cartoon Network

Edgar in Ponyville

Ponyville

“C’mon Crusaders!” Apple Bloom said as Scootaloo, Sweetie Belle, and herself were walking through Ponyville. “We gotta go get Dinky.” She said as they all took off. But one had a question.

“Hey Apple Bloom.” Scootaloo said to her. “As much as I like Dinky, why do we need to get her?” She asked.

“Because I was thinking of having her join our club.” She said with a smile, making the other two crusaders confused a bit.

“But why?” Sweetie Belle asked. “I mean don't get me wrong, Dinky is nice and cool, but why do you want her to join?”

Apple Bloom then smiled. “Well not only because she is nice, but because of something else.” She then turned to her friends. “But I won't tell you till we get her, alright.” She said as he began to tear off, Sweet eBelle and Scotaloo were still confused,but figured that Apple Bloom will tell them more when they get Dinky and head to their clubhouse.

Sweet Apple Acres/Cutie Mark Crusaders Clubhouse

A bunch of snow had circled around the clubhouse and dropped to the ground, and then materialized into Edgar.

“What a ride.” He said with a smile as he looked at the small snow flurry that was next to him. “Thanks for bringing me here.’ He said with a smile, but he then looked around and raised an eyebrow. “Where exactly is ‘here’?” He wondered. He then noticed a small ladder and looked up to see a tree in a house. “A house in a tree?” He asked. “How particular..” He never really saw one of these before…to be honest..he never even seen a real-life treehouse before either! All he knew about the outside was from his father, so this was a new experience for him.

But then all of a sudden, he heard some noises coming from nearby and he panicked a bit. “Oh, crap.” He said as he looked around. “What should I do? Should I wait? Should I hide?” He asked as he then wondered what to do… maybe he should have thought of Thai more carefully. He then noticed a tree nearby and he nodded and pointed. “Definitely hide.” He said as he then quickly ran over and hid behind a tree. Once he got into his hiding spot he peered his head out to see fillies approaching with smiles on their faces.

“Alright, everypony, we need to have a meeting.” Apple Bloom said as she, Sweetie Belle, Scootaloo, and Dinky all smiled and went up the treehouse and entered inside. Edgar peered out of his hiding spot and looked up with wonder.

“So those were ponies?” He asked himself. “They look so adorable!” He thought with a smile on his face, but then his face morphed into one of confusion. “Should I go in and introduce myself? Or should I listen in?” He wondered

Meanwhile, inside Apple Bloom made an announcement. “Ok everypony, I have called you all in here for a specific reason.” She said, “Everypony here is fond of those newcomers from the other dimension, right?”

“Heck yea!” Scootaloo said with a smile. “Ben and Rook are so awesome! I mean not as awesome as Rainbow Dash, but awesome nonetheless.” She said,

Sweetie Belle and Dinky nodded in agreement. “Did you see the way they took out the bugbear over two weeks ago?” She asked. “It was amazing!”

“Derpy told me how he turned into some seed alien to help deliver her mail.” Dinky said with a smile. “And you obviously saw how he beat Rainbow Dash at the race.” That made Scootaloo tense up a bit, but she quickly shook it off.

Apple Bloom nodded. “Yea, but now we are facing something.” She said to them all. “Have any of you heard anything from your sisters about Ben?” She asked. “Because every night, I overhear Applejack talk about how Ben is amazing and stuff, and I keep seeing her blush.”

This made the other three fillies ponder about it, and then it made them realize something. “Now that you mention it.” Sweetie Belle said. “Last night, while Rarity was tucking me in. She told me how Ben is such a kind gentlecolt…and almost prince-like. And she blushed a bit.”

“Rainbow Dash told me how awesome she thinks Ben is, and she told me not to tell anypony, but she thinks he is kind of cute.” Scootaloo said to them all.

Dinky then thought of something. “Come to think of it…” She began. “Derpy does have a crush on Ben. She told me herself.”

“What?” The three fillies said in unison and Dinky nodded her head in agreement.

“She told me herself that she feels it’s love at first sight, after he rescued her from the bugbear. Plus he helped her out with the mail as well. She thinks he is kind and very cute, but at the same time she feels a bit nervous.” She then frowned. “She told me that maybe he won't like her back due to her being, as she called herself ‘a dumb clumsy pony’”

The CMC frowned at those words. Sure Derpy was a clutz, but she very much tried her very best to ensure that everypony got their mail…even if there is the occasional slip up once or twice that is…but either way, she should call herself that.

Edgar was listening in and he was figuring out who this…Ben creature was, but at the same time, he could not help but overhear these small children discussing many things. To him, it was very similar to the many issues that happened in the Ice Kingdom at one point.

“So these ponies have the same relationship issues that some of Papa’s subjects go through…interesting.” He thought with interest as he then got out a notepad and began to scribble down some notes…what more could he learn from these ponies? As he was wondering…maybe…could he..

“Hey!”

But then, Edgars' train of thought stopped as his eyes winded and he slowly turned his gaze to see the four little fillies, now looking right at him with looks that ranged from shock to surprise. Edgar and the fillies all looked at each other for a bit, not knowing what to say…until one of them broke the silence.

“Uh…hi?” Edgar said nervously to them.

“Woah!” Dinky said as she got up close to him. “A-are you a Penguin?”

Edgar looked confused. “Well, of course, I'm a penguin, what else would I be?” He asked with a raised eyebrow.

The other fillies looked at him curiously. “Well…we have never seen a talking penguin before.” Apple Bloom said to him as she looked at him. “We never saw a penguin dressed up either.” She said to him as they all inspected him.

“You haven't?” He asked. “Wow…” He said with awe. The CMC's and Dinky looked a bit confused however, where did the penguin come from? Well, it was a bit impolite to not introduce themselves.

Sweetie Belle smiled. “Well, I’m Sweetie Belle, these three are Apple Bloom, Scotaloo, and Dinky Hooves. And together, we are-”

“The Cutie Mark Crusaders!” The three said in unison, Dinky sort of looked away a bit.

Edgar looked at them all with interest. “Cutie Mark? What are those?” He asked, making the fillies gasp a bit.

“Wait, you don't know what cutie marks are?” Scotallo asked him.

Edgar thought it over. “Hmm…not really, I mean I think my father once told me they were some sort of fancy tattoo on your butts…but I don't know, it's been a long time since he told me anything about ponies….” He said.

Dinky and the CMC’s looked at each other with confusion. “You aren't from around here aren't you?” Dinky asked.

“Nope, I am from the Ice Kingdom.” Egar said to them. “I am Prince Edgar, son of King Charlatan, ruler of the Ice Kingdom.” He said with a proud smile, but the fillies..well…they didn't seem impressed they seemed a bit confused. Edgar noticed and just looked awkward. “Ok then…” He said.

“Sorry buddy,” Scotaloo said. “We just never heard of you, or of this Charlatan guy either.” She said. “But still, you a prince? That’s so cool!”

“Yeah, we actually have a princess living here in Ponyville actually.” Diny said.

Edgar’s eyes winded. “Wait, a princess? Here? In this kingdom?”

The fillies giggled. “Well, Ponyville ain't exactly a kingdom persay.” Sweetie Belle said.

“But it is a nice town.” Dinky said to him, and then she gasped. “Wait! Why don't we give you a tour?” She asked him

Edgar looked at them with a raised eyebrow. “Are you sure? I mean…we just met and all.” He said to them.

Apple Bloom laughed. “So? Everypony here in Ponyville enjoys meeting new faces and making new friends.” She said with a smile as she and the CMC’s began to lead him to town. “So come one!”

“Uh, wait, can we talk about this?” Edgar asked but he was escorted. The small flurry that traveled with him shook a bit with worry and flew right back to the Ice Kingdom.

Ponyville

“And so, Spike and I unleashed a large torrent of flames, and Starlight and Rook both shot the crystals, eliminating them.” Ben was currently telling Deroy about the events that transpired in Manehattan, and the mailpony was listening with awe.

“That sounds frightening.” Deoy said with a surprised look on her face.

Ben however scoffed a bit. “Meh, nothing that we couldn't handle.” He said with a smile. “So anyway, Derpy…I was wondering.” He said, with the mailpony looking at him. “About the gala, do you maybe want to do dinner first and then go? Or should we get something there?” He asked her.

When he asked, once again her face turned red a bit. “Well…uh…I..um…I guess you choose. I don't mind.” She said, feeling a bit flustered a bit. Ben could notice her nervousness and he inwardly chuckled a bit, finding it cute.

“Well, I guess we can wait and see what happens.” He said with a smile. “You know this isn't exactly the first time I went To another dimension, you know.”

“Really?” Derpy asked with awe.

“Mmhmm.”

Meanwhile, The CMC’S and Dinky were leading Edgar around Ponyville. Many of the townsfolk were a bit surprised to see a penguin in their midst, but they paid him no mind and went around their business.

“You girls have such a nice town.” Edgar said with a smile, he then turned to see a mare who looked surprised and he frowned a bit. “But something tells me they don't have penguins that can talk…”

Apple Bloom looked at him. “Some ponies in town are a bit wary of new faces, but they will quickly warm up to you.” She said with a smile.

“Did sompony say new face?” They all turned to see a familiar pink mare zip right over to them. “Where are they? Wh-GASPS!” As soon as she saw Edgar, she gasped super loud and zoomed over to him, making the young penguin recoil back in fright.

“Uh….hi?” He said feebly. But then he was then quickly snatched up by the pink mare.

“You are the cutest thing ever!” She said with a smile as she hugged him…rather tightly. Her hug was so tight that it was making the penguin prince turn blue a bit.

“T-thank you!” He wheezed. “Choking ... .can’t breathe!”

Pinkie saw the penguin's condition and she meekly stopped hugging him. “Oopsie, sorry.” She said with a smile. “Who are you? What are you?’

Edgar coughed a bit as he brushed hsi feathers a bit. “Well, I am Edgar….from the Penguin Kingdom.” He said proudly. But like the little fillies, his boast only made Pinkie tilt her head in confusion. “Ok then…you never heard of it either."

“Nope, never heard.” Pinkie said with a smile. “GAH!” She shouted. “What am I doing? I got something to do!” She said as she zipped right away.

Edgar watched her go and he tued to the fillies. “Uh…”

“Don;t worry, she is always like this.” Dinky said to him.

“Ok then….

Meanwhile, Ben was talking to Deroy about the time he was sent to another dimension where he met and befriended Rex Salazar, a boy that can turn his hands into weapons, and the mail mare was very amazed at the story.

“A boy who can turn his body into weapons? That sounds so cool.” Deroy said with awe in her voice.

Ben nodded. “Yea…me and him didn't exactly get along right away, but we soon hit it off and I helped him take down that large EVO.” He said with a smile. “Anyway we also-”

“BEN, DERPY!” The two’s eyes winded at the sound of a familiar hyper pony yelling as she zoomed over and grabbed both of their tails with her teeth without stopping and dragged them on the ground.

“P-Pinkie!” Ben exclaimed. “W-where are we going?”

“No time! Sugarcube corner! NOW!” She shouted as she made haste

Sugarcube Corner

The Quartet of fillies finally led Edgar to an area he had yet to see yet. “And this is Sugarcube Corner. Where we can get many delicious pastries like donuts.” Apple Bloom said with a smile as she looked at Edgar. “Do you have pastries in your kingdom?”

Edgar shook his head. “Not really, well since we are penguins, we mostly only eat fish. Fish tacos, fish casseroles, fish something.” He said to them, making the fillies shake their heads..disgustingly.

“Well, wait till you try a pastry from here you will love it.” Dinky said with a smile as they got to the door and opened it up to-

POP

“SURPRISE!”

Edgar let out a shriek of fright as she saw numerous ponies in the place, all of them slinging widely as many balloons, streamers,s and many other party things were all over the place. He then looked up to see a banner that said ‘WELCOME TO PONYVILLE’ “I-Is this…for me?” He asked with shock in his voice.

“Yesiree!” Pinkie Pie said as she came over and looked at the young penguin right in the face, making him look surprised. “Do you like it? Doyadoyadoyadoya?” Edgar, not used to Pinkie's hyperactiveness, was a bit dumbfounded and nervous.

“Pinkie, don;t frighten the poor dear.” Pinkie turned to see the rest of the girls come over to her, and the pink mare sheepishly smiled.

“Sorry.” She said to Edgar as she backed off.

“Uh…your wel-Oof!” He was then scooped up by Fluttershy, who squealed.

“Aren't you the most adorable penguin I ever met?” She cooed at him.

“Adorable?” He asked. “Uh..well..uh..

Fluttershy gasped. “Oh my, you can talk! I never met a talking penguin before!”

“Huh…well..first time for everything, right?” He asked nervously.

Twilight then motioned for Fluttershy to let him go and she did…albeit reluctantly. “Sorry about that. But still, I’m surprised to see a talking penguin here.” She said to him, “I’m Twilight Sparkle, that’s AppleJack, Rainbow Dash, Rarity, Fluttershy, and Pinkie Pie.” She said with a smile.

“Hey!” They all turned to see Spike, Ben, Rook, and Starlight Glimmer approach them. “What are we? Chopped liver?”

Twilight gave a small giggle. “Oh, and this is Spike, Ben, Rook, and Starlight.” She then looked back at him. “Who are you?”

Edgar coughed a bit and stood proudly. “I’m Prince Edgar of the Ice Kingdom, son of the great King Charlatan!” He said with a smile and looked around, hoping that at least some of these ponies would react to the name…but nopony reacted at all. “Ok…I guess no one here has heard of him.”

“Not really.” Twilight said to him. “I never really heard of an Ice Kingdom before…would you mind telling me about it?” She asked.

“Now wait, Twi-Spri.” Ben said to her. “He just got here, the least we can do is party, and eat food till we puke, and then we get some answers.”

“I’m down for that!” Spike cheered as he and Ben gave a hoof/claw bump.

Rarity cringed. “Ben, darling, no need to be crude.” Ben sorta shrugged his shoulders at that.

“Everypony!” Sweetie Belle said, getting their attention. “Edgar here hasn't had any confectionaries before! We need to get him something right now!”

“I got it!” Pinkie said as she zoomed to the kitchen and came back a few seconds later with a strawberry frosted donut. “Here you go!” She said with a smile.

Edgar looked at the pastry in front of him and he looked at everypony else and took a breath. He used his left flipper to grab the donut and gave a small sniff. “Well..it doesn't smell nasty, it smells rather sweet.” He thought, as with some gestation, he opened his beak and took a big bite of the donut. And once he did, his eyes winded and fireworks went off in his mind.

“YUMMY!!” He shouted with joy, with everypony else smiling widely.

Ice Kingdom

“EDGAR!” Charlatan shouted. He has been looking around for his son for a while now, and he hasn't heard or seen him, and he was getting annoyed. “Edgar! Get your royal, furry bottom out here!” He shouted, but still no reply, making him Goran a bit. “Where is that boy?”

*Twinkle Twinkle*

Charlatan turned to see the small snowflake coming over to him. “You! Where is Edgar?” He asked as the flake then went over to his ear and he leaned in. “Mmmhmm, yes.” He said, and after a few minutes, his eyes winded. “HE DID WHAT?” He shouted.

Edgar and the CMC's Quest & Letters

Author's Note

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

Ben 10 belongs to Man of Action and Cartoon Network

Edgar and the CMC's Quest & Letters

Tartarus

With the combined might of Vilgax, Albedo, and Psyphon, they brought some technology over from their world into Tartarus, and rather than a giant prison, the place was now looking more like some sort of workshop.

Tirek was sitting idly looking bored with the waiting, he wanted to do nothing more than to go out and take magic form unsuspecting ponies to bring him back to full strength so he can defeat Twilight and her friends. He was looking at Albedo and Psyphon tinkering with some objects that were unfamiliar to the centaur, but he sighed a bit.

He then looked to his right to see the many dangerous creatures that were locked up in Tartarus, all of them looking terrified of what was going on. Tirek then smirked at seeing them tremble. “Good, you should all be afraid.” He thought wickedly. But he was still a bit anxious about getting his full strength back though.

“Tirek!” The voice of Albedo shouted. “Come here!” The centaur growled a bit as he got up and went over to the Galvan-turned-Human, who alongside Psyphon were standing next to a large chamber, which he looked at with a mix of confusion and awe.

“What is this….thing?” Tirek asked with a raised eyebrow.

Psyphon smiled. “We can not expose ourselves just yet to our enemies, that is why my master has taken the liberty to instruct us both to create this chamber, that will allow you to regain all of the strength you once lost.” He said to the now interested centaur. “I have been gathering information about this world and have seen what you are capable of.”

Tirek then looked at the machine with some piqued interest. “So once I step in…will I be at full strength again?” He asked the two, who nodded.

“It took trial and error, but we managed to do such a thing.” Albedo said as he pushed a button and the hatch to the machine opened up. “All you have to do is enter.” Tirek looked at the machine with some piqued interest, and despite feeling a tiny bit nervous, nothing would distract him from getting revenge on Twilight, so he stepped right in the machine.

Albedo then pushed some buttons on the console and lights began to light up as the machine started. “Hey!” Tireks voice said from the inside. “I’m not gonna get hurt or anything am I?”

Albedo and Psyphon just looked at each other and shrugged. “Maybe a pinch.” Albedo said as he pushed another button and the machine started up. There was some noise going as the machine shook a bit, and also Tirek screamed…for a little while at best.

While in the machine Tirek felt a bit of pain that made him scream a bit, but then he noticed his left arm getting more muscular, and then the other arm…and then his whole body. This was it….he was becoming muscular again! He could feel it! At this moment hsi screaming turned into chuckles…and the chuckles turned into outright laughter. “Yes…Yes….YES!!” He shouted as the machine then began to rattle and shake, making both Psyphon and Albedo back up a bit. Bolts started flying off the machine as cracks formed around it.

BOOM

The machine exploded and out came Tirek, no longer a withered old Centaur, but now more muscular and menacing looking, with color coming back to him.

Vilgax, meanwhile, was looking on as he approached the centaur and gave an evil grin. “How do you feel, Tirke?” He asked.

The Centaur laughed as he flexed his muscles. “I feel alot better!” He then eyed hsi ally and smiled. “I owe you for this Vilgax.” He said to him,

Vilgax nodded. “Indeed you do.” He then walked over to a small chamber to show the cube containing Malware’s remains. “All we need to do is replicate this, and we can use it to strike at Ben Tennyson.”

“And Twilight Sparkle.” Tirek growled in fury, but then he thought about King Charlatan. “But what about Charlatan?” He asked, Vilgax shook his head.

“That creature deals with Tennyson for now. We need to keep out of sight till we are ready to unveil our plans.” He said as he then looked at all the Tartarus creatures. “Now…I do think it’s time we prepare our army.” He said as he and Tirek went over to the creatures, who were all now terrified.

Ponyville

Edgar was now hanging out with the CMC’s. Oh, he had such a great first day at the schoolhouse! He learned more about Pony culture, he made all sorts of new friends, and he was amazed by the many different talents the students had. Now they were all at the Hayburger munching on some burgers, which Edgar found pretty delicious.

“Dang Edgar.” Apple Bloom said with a giggle. “It ain't gonna go nowhere!” She said as the other two smiled at him.

“Hey, cut me some slack!” Edgar said to her. “This beats eating fish every single day.” He said as he then continued to munch down, much to the CMC’s delight. “So, what's in the pan for today?”

“Well, we were just gonna go back to the clubhouse and figure something out.” Sweetie Belle said.

“Oh? And what is that?” Edgar asked.

“Well, you see.” Scootaloo said to him. “We believe that some of the ponies around here have developed crushes on Ben. And we are gonna see who does!”

“Yea,” Sweetie Belle said, eating her hay fries. “We already know that Deroy does, and we believe that our sisters do as well! We just need to confirm it for ourselves!’

Edgar swallowed his food and smiled. “Ohhh, like a detective story, can I help?” He asked, with the fillies smiling and nodding their heads. “Sweet! Let;s do it!”

30 minutes later…

Now standing in the middle of the square, the CMC’s and Edgar were together, all of them dressed in brown trench coats and fedoras, wearing black sunglasses.

“Alright,” EEdgar said as he had a notepad and a pencil in his flippers. “Detectives Edgar, Sweetie Belle, Scootaloo, and Apple Bloom have begun their first mystery. The mystery of the secret love, our job to solve who loves the resident hero from another dimension, Ben Tennyson!”

“Yea!” The CMC’s said in unison. Edgar said to them to split up and they'lll meet back up in a little while and off they went.

Sweet Apple Acres

Detective Apple Bloom was watching as Applejack and Big Mac were both working on the farm doing their usual chores, bucking trees and tending to the hay. Thankfully she chose to hide near a tree that was already bucks so she didn’t have to worry about any apple falling on her and giving away her hiding spot.

“Hey Big Mac,” the country mare said. “Can I ask you a question?”

“Eeyup.” Big Mac said to her.

Applejack sighed. “Do you think it's weird for a mare to have a crush?” When she asked, Big Mac looked at her like she was crazy.

“Well-”

“Because.” Applejack interrupted, making the stallion glare. “I feel like I'm developing feelings for Ben.” She said with a sigh. “I know. it sounds silly, but I can't deny it.”

Big Mac gave it some thought. “Well, you did just meet him.” He said to her, “Maybe you need to spend some more time with him.”

Applejack thought it over. It was true, she did just meet him…and she was already having feelings for him? Big Mac was right. “Yea, you're right bro. I need to hang out with Him more before I figure out my feelings.” She smiled. “But he is a great friend to have though, right?”

“Eeyup!”

Apple Bloom rubbed her chin with her hoof and thought it over. “Hmmm.”

Rarity's Boutique

Sweetie Belle took the opportunity to spy on her sister…why is that not surprising? She hid behind a wall to observe Rarity, who alongside Spike, was working on a new design.

“Hey Spike, may I ask a question?” Rarity asked as she grabbed a pin off of the red ball and put it on. “You know how I have always found myself falling in love in an instant with stallions?”

“Like with Blueblood and that Trenderhoof guy?” Spike asked with a roll of his eyes. Ever since he and Twilight came to Ponyville he always had his eyes for Rarity, so her bringing up her love for other stallions from the past often made him feel a bit annoyed.

“Yes. Well…I think…well…I find myself falling for Ben.” She said, taking Spike by surprise. “I mean, I know it seems silly. But…will you have seen him right? He is always helping everypony here in Ponyville, and he is such a darling to have around.”

Spike didn't seem to deny it, Ben was a pretty cool dude, he and Rook were both pretty cool to hang out with. “Well…he did just arrive here.” Spike said. “Maybe you need to hang out with him more before you decide if you genuinely like him or not.” Spike said, getting the fashionista's attention. “After all, you saw what happened when you tried to get with Blueblood, he turned out to be a phony. And Trederhoof only had eyes for Applejack.”

Ratiy sighed. “I guess so, maybe if I hang with him more, maybe I can see if I can get feelings for him. But I hope he doesn't mind us being friends.”

“I’m sure he won't mind at all.” Spike said to her.

Sweetie Belle thought it over as she wrote it down in her pad, but when he looked at Spike, she couldn't help but blush a bit and smile. “Spike is so nice and caring.” She thought.

Sugarcube Corner

Scootaloo and Edgar both spied on Pinkie Pie and Rainbow Dash, who were both sitting down and laughing together.

“Did you see how that pie got right into that one guy's face?” Pinkie asked with a big smile.

“Ha! Totally priceless!” Rainbow said with a big smile on her face as the two laughed their hearts out.

Edgar frowned a bit, he knew about them being pranksters from every filly and colt in the schoolhouse, and while he did not know much about pranking, he did know that some pranks can go a bit too far. He had some experience with that back in the kingdom.

“I hope they aren’t taking things too far…” He thought with some worry.

“Hey Dashie,” Pinkie said. “I hear the Gala is coming up soon, are you thinking of taking anyone?” she asked with a wiggle of her eyebrow.

Rainbow looked at her and then turned away with her nose in the air. “Yea, right, many stallions around here can't handle my awesomeness, you know.”

Pinkie grinned. “I don't know..I thought maybe Benny would want to take you.” As soon as Pinkie mentioned Ben's name, Rainbow's face blushed a bit.

“Y-yea right!” Rainbow said with a slight blush. “Why would I go with him? Sure he's cool, but I’m cooler. Maybe he would go with you.” Now it was Pinkie's turn to blush a bit.

“Well…maybe.” Pinkie Pie muttered. Now it was a bit of an awkward silence towards the both of them. Just the very thought of both of them going to the Gala with Ben made the two of them blush a bit.

Edgar and Scootaloo looked at each other and nodded as they both jotted some notes down.

5 minutes later….

All of them met back up to tell the results of their progress.

“Well, it appears that our sisters are indeed developing crushes on Ben!” Apple Bloom said with a smile.

“MMhmm,” Sweetie Belle said. “But it appears that they need to be with him a bit more before their feelings can be genuine a bit.”

“True,” Edgar said. “Every relationship is built on trust and communication. My dad told me the story of how he and mom met and it had the same results.”

The fillies nodded and Scootaloo looked at them with a raised eyebrow. “We aren’t..well…gonna do like what we did to Big Mac and Miss Cheerilee, right?”

“Oh, absolutely not!” Apple Bloom said to her, with Sweetie Belle nodding her head in agreement. Edgar looked confused however, Apple Bloom looked at him and said. “Long story, explain later.”

Castle of Friendship

“I’m so bored…” Ben groaned as he sprawled across the floor with a frown.

Twilight, who was sitting nearby with a book in her hooves rolled her eyes a bit. “Ben, you really should be reading more into Equestrian History.”

Ben scoffed. “If I wanted to do that, I would be in school.” He said. “And I don't even go to school anymore.” He said.

Twilight stopped reading and looked at him with wide eyes. “You. Don’t. Go. To. School?’ Twilight asked with a twitch in her eyes.

Ben shrugged. “Not that much. My hero's life gets in the way, so I dropped out and got a G.E.D.” He said as he looked up at the ceiling. “I mean in all honesty, ever since my secret got out to the world. It ain't like I was able to get much of a school life anyway.” He then peered over to Twilight, who still had that shocked look on her face. “Uh…Twi-Spri?” He asked with concern.

CRASH

Twilight got out of ehr shocked expression and adopted a terrified one as she and Ben both looked to see that Derpy had crashed into the castle through the door. The mail pony was on the ground with her eyes spinning.

“Derpy!” Ben exclaimed as he and Twilight went over to her. “Are you ok?”

“Muffins~” Deroy slurred with a goofy smile. Ben and Twilight then helped her up, and she then got back to her senses. “Thank you Twilight, Ben.” She said his name with a hint of embarrassment. “Anyway, I came because you got something.” She dug inside her bag and brought out a letter with her teeth, and she gave it to Twilight.

“Thank you, Derpy.” Twilight said with a smile. The mail pony smiled and nodded.

“Try to be careful next time, Derps.” Ben said as he gently rubbed her head with his left hoof. The sudden touch of his hoof caused her to stiffen a bit as her face turned red like a tomato.

“Y-yes Ben…” Derpy said as she then took off for the window, but not before inwardly thinking. “He touched me!” She squealed inwardly.

Twilight then grabbed the note and she used her magic to open it to read the contents.

Dear Twilight,

We are asking for you to come to the Crystal Empire sometime tomorrow. We heard about a new visitor and we wish to meet him. Make sure to bring all of your friends as well.

Love, Princess Cadence and Shining Armor

Twilight squealed loudly as Ben reeled back a bit. “Oh, I get to go see Cadence and Shining Armor! Yayyy!” She happily said as she trotted all over the room. But she then remembered that she was in the presence of Ben and blushed a bit. “Uh, sorry Ben. Got a bit excited”

Ben smiled. “No worries, but who are those ponies you mentioned?”

“Princess Cadance is the ruler of the Crystal Empire, a region just north of here. She is also my former foalsitter.” Twilight said to him with a smile.

“Foalsitter?” He asked.

Twilight then nodded. “Kinda like how humans have…what do they call them? Babysitters?” she asked, with Ben nodding his head. “Well anyway, Shining Armor is her husband and my BBBF. Best Big Brother Forever!” She said to him. “And it appears that they have heard of you.” She said to Ben with a smile.

Ben smiled. "Well, I am pretty well known so…” He said smugly, leaving Twilight to roll her eyes.

“And they are interested in meeting you. So tomorrow we get the others and we all head on over there.” She said with a smile as she trotted out of the room. Leaving Ben behind.

“Crystal Empire…sounds interesting.” He said to himself with a smile.

A Penguin's Ponyville Stay

Author's Note

Hey everyone, I know I have been gone for a very, very, very long time. And I apologize...summer time is usually the most busiest and stressful time for me as my job often does mandatory overtime for the employees.

But luckily with the Fall here, they will cut the hours back, I will be in a much more calmer mood and get back to posting daily.

Good to be back everyone :)

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

Ben 10 belongs to Man of Action and Cartoon Network

A Penguin's Ponyville Stay

Ice Kingdom

King Charlatan was pacing all around his throne room with annoyance and anger on his face. How dare his son go outside the kingdom! After he wanted him several times. “That foolish child!” He said. “How dare he leave the castle!”

As he was pacing, many of his penguin and snow guards watched him with concern on their faces. “My king!” Said a guard. “Should we go and launch an attack to get him?” He asked.

Charlatan then thought about it. Sure he didn't want his son to interact with those ponies…but he was fully aware of the powers of Celestia and Luna…as well as their protege Twilight Sparkle…he didn’t want to make any moves ... at least not yet. “No.” He said. “At least not yet…we still need to figure out where that plant monster came from that took out my snowmen.” He then snapped his flippers and a bunch of snow flurries came over to him. “Go and keep an eye on my son, and if you get any information on that plant thing, you go to report back to me at once.” He said as the flurries shook a bit before vanishing into thin air.

Charlatan then took a deep sigh as he looked out the window. “Edgar, my son…” He thought with worry.

Ponyville/Sugarcube Corner

The party had been going on for a little while now, and Edgar was having the time of his life, while many of the ponies here were a bit wary of him, they began chatting with him more benign friendly with him, at one point, he was surrounded by a bunch of fillies and colts who wanted to know more about his kingdom.

“So a kingdom hidden on Mount Everhoof? That’s so cool!”

Edgar, while not really being the kind to brag, couldn't help but feel proud of the attention he was receiving. The Mane Six, Ben, Spike, and Rook were all sitting down together and watching the scene.

“Edgar is so adorable, isn't he?” Pinkie asked with a squeal.

“He certainly is.” Fluttershy said as she looked at the young penguin being surrounded by the many fillies and colts, she then took a glance at Ben, who was looking at the young penguin with some slight suspicion. “Ben,” She said, getting the hero's attention. “Are you ok?”

“Y-yea…just thinking.” Ben said as he still stared at Edgar a bit, he then got right up. “Rook, I need to talk to you privately.” He said the Revonaggander was a bit confused, but he shrugged and got up and the two heroes went outside, leaving the others behind.

“What’s up with them?” Spike asked.

Twilight started with confusion and suspicion. “I don’t know, Spike…but I want to find out.” She said as she got up and went to follow them.”

After they got outside, Ben and Rook began to talk to each other. “Rook, remember when we fought those snow monsters in Manehattan?” He asked, with his partner nodding. “With Edgar saying he comes from some Ice Kingdom hidden in the mountains, I just..well…”

Rook’s eyes widened. “Wait, are you assuming that there is some sort of connection?” He asked.

Ben sighed. “Maybe…I don't know, but he seems friendly so I don't think he could’ve been the one to send them…I guess a part of me is just acting suspiciously…I don't know, I got alot on my mind right now.” He said as he rubbed his head with his left hoof.

Rook sighed. “Maybe there might be a connection, but the point is, we should not act right now…” He then pondered something. “Perhaps we can keep an eye on him, just to make sure he does not try something.”

“Guys!” The two heroes then turned to see Twilight, giving them both a look of shock and disappointment. “Are you two nuts? There's no way that Edgar could call that attack on Manehattan.”

Ben sighed. “Twilight, I know that, but he mentioned him coming from an Ice Kingdom, and I didn't say he launched the attack per se, all I am saying is that there must be some sort of connection. That doesn't mean he did it.” He said.

Twilight gave him a small glare, but then it turned into a small frown. “I guess you're right.” She said with a sigh. “I better go report this to Celestia and Luna, they might have some idea about this Ice Kingdom.” She said as she then began to take off, leaving the heroes behind.

“You think I made her mad?” Ben asked.

But Rook shook his head. “No…but she does have a point, we can not judge the young penguin over the attack.”

“I know, I know.” Ben then gave a small sigh. “As I said, I am just a bit on edge, with Vilgax and Albedo on the loose, Malware’s remains being stolen, and now snow monsters…I am just…I don’t know…” He said.

Rook then leaned down to give him a reassuring pat on the head. “Everything will be fine.” Rook said. “For now let us go and enjoy the festivities, we can figure something out later.” He said as he then went back inside to enjoy himself, leaving Ben outside to collect his one thoughts.

Ben looked at where the party was going on and he looked up into the sky and he gave a small sigh. “I know what Rook is saying, and as much as I love this new world...the more we stay here, the more worried I get about my home.” He thought as he then gave a small sigh. “Maybe a good flight will help me take my mind off of things.” He said as he activated the Omnitrix and pressed on the dial and was engulfed in a green light, when the light ended he was now Jet Ray, and he then extended his wings and took off into the air.

Meanwhile, back in Sugarcube Corner, the party was beginning to dwindle a bit and everypony was starting to go home, and only the Elements, Spike, and Edgar remained.

“That is rather strange.” Twilight said as Edgar was telling her all about the Ice Kingdom. “I never heard of a kingdom hidden in Mount Everhoof before.” She said,

“From what I remember, Papa told me that the old location was attacked and they had to relocate…he didn't give me the full story though.” He said, and he was saying this, spike was writing everything down on a scroll.

“And your dad is the king?” Rainbow Dash asked, with Edgar nodding. “That’s so awesome!” She said to him,

Edgar gave a small smile. “Yea…I guess.” He said glumly, with the ponies looking at him. “I mean, I love my papa, but he is usually so busy with running the kingdom and all of that, he doesn't spend as much time with me as he used to.”

“What about your mom, darling?” Rarity asked him.

Edgar looked down a bit. “My mom is dead.” He said simply. That revelation struck Rarity like a train, she didn't know…she didn’t

“Oh sweetie, I didn't know.” Rarity then hugged the penguin. “I’m so sorry.”

Edgar sighed and hugged back. “It's not your fault, you didn't know.” He said as he then let go of the hug. “Ever since then, he has been so busy running the kingdom that we haven't spent time with each other. I mean the last thing we did was play a game of Ice Hockey and that was about two months ago…”

“Umm…Edgar?” Fluttershy said, getting his attention. “If you don't mind me asking…but do you have any friends in the kingdom?” She asked.

Edgar shook his head. “Everybody is jealous, mainly because I am the king's son, they all ignore me. Often teasing me…so I just stay in the castle in my room…all by myself.”

The Elements all gasped at that. Why would anyone ignore and tease a kind, gentle being like this penguin? It just wasn't right at all!

“Well, now you have lots and lots of new friends here!” Pinkie said with a smile. Edgar looked at her and he looked around at some of the ponies smiling and talking and he gave a short smile.

“Yea…I guess I do.” He said, but inwardly he thought of something. “Why did Papa not want me to see outside ponies?” He thought.

Castle of Friendship

After the party, Twilight, Spike, Starlight, Ben, and Rook all went back to the castle, with Edgar following them. Now they were all sitting down together at the main table.

“So Edgar,” Twilight said to him. “What did you think of the party?”

Edgar smiled. “It was so much fun!” He said. “I never knew how much you ponies like to party.” He said with a small laugh. “I wish Papa could be here, he would have loved it as well.”

Ben looked at the young penguin with some slight suspicion. “Hey Edgar, can I ask you a question?” He asked, making the penguin look at him with a raised eyebrow. “Your father, Thai King Charlatan…has he ever been outside his home?” He asked.

Edgar shook his head. “No, not really. Most of the time he stays in the castle.”

Ben eyed the young penguin and nodded his head. He didn't like this, of course, he didn't want to be suspicious of Edgar, being so young and all. But since he just arrived after the Ice monster attack in Manehattan..it just bothered Ben a tad bit.

Twilight could see the suspicion on Ben's face and looked at Edgar. “Well Edgar, it was an eventful party, but it looks like you're tired.”

Edgar frowned a bit and was about to protest, but a sudden yawn came from his beak, and it made him blush a bit. “I guess I am a bit tired.” He said.

Twilight giggled. “Spike, you don't mind sharing your room do you?” the young dragon shook his head no. “Good, Edgar, Spike will show you to bed. “I need to talk to Ben for a while.

“Ok, Miss Sparkle.” Edgar said.

“Please, Twilight is just fine.” The Alicron said to him as the penguin bid everyone a good night as he and Spike took off, leaving only her, Ben., Rook, and Starlight. When the two younger ones left the room, twilight turned to Ben and frowned at him. “Ben, why did you ask him that?”

Ben sighed. “Twilight, I don't want to be suspicious since he is just a young penguin, but I just can't help it.”

“Ben-”

But Ben interrupted Twilight. “Twi, he showed up right after the snow incident in Manehattan. He said that his father rules an ice kingdom hidden in the mountains…are you getting what I’m saying?”

Twilight wanted to argue with him, but he did make a pretty good point. But still, it wouldn't be possible that a penguin that small could be behind that attack…could he? No! No, he couldn’t! But she sighed a bit. “You make a good point, but I don’t think he would do such a thing.”

“How about if we keep an eye on him,” Rook suggested. “That way we will know.” He said to her, “I too am a bit wary of him, but so far he does not strike me as the attacking type.”

“I agree.” Starlight said to her. Twilight looked at them all and sighed.

“Fine, we will keep an eye on him, but don't do anything that will scare him.

“Got it.” Ben said as he yawned. “Well, that party got me all tuckered out, I’m gonna go hit the sack, night everyone.” He said as he trotted off to his room, with Rook following close behind. Leaving only Twilight and Starlight, the latter herself looked a bit suspicious.

“Twilight, you gotta take that into consideration.” She said. “I mean Edgar said that he comes from an ice kingdom, and he shows up a day after the attack in Manehattan.”

“I know that!” Twilight said. “I just don't see a young child doing that, penguin or not!” She then looked to where Edgar left and looked at her pupil. “Look, if it makes everybody feel better, we will keep an eye on him, but nothing else until we are certain.”

Ponyville Schoolhouse

“Quiet down everypony!” Miss Cheerilee said as all the foals and fillies stopped their roughhousing and got into their seats. “Now in class, I want to introduce you to our new student.” She then motioned to Edgar, who looked a bit nervous. “Come on up honey.” Edgar gulped a bit as he used his flippers to gently tap the desk a bit as he got up and walked over to the front.

“Can you tell us your name please?” She asked him.

Edgar was a bit nervous. He never did well with large crowds, especially with him being ostracized by the other penguins in the Ice Kingdom. But if the ponies were as nice to him as they were to him at last night's party…maybe he felt alright? “E-Edgar.” He said in a bit of a nervous voice.

“And where do you come from?” Cheerilee asked.

“T-The Ice Kingdom…underneath Mt. Everhoof.” He said to the class, who go ‘oooh’ and ‘awwwe’. To Edgar, that was a rather unexpected answer he received, were they…really that interested in what he had to say?

Miss Cheerilee smiled. “Thank you, Edgar, you may go and take your seat now.” She gestured as the young penguin then went to sit down next to Scootaloo, who smiled widely. “Alright class.” She said to them all. “Let’s begin the lesson!”