The ultimate surprise in Equestria girls

Benjamin stared at the stage with a slight frown, glancing away as everyone talked about what songs they should sing. “Ah’m gonna sing one of mah favorite songs.” Applejack said with a smile. “Toes in the water.”

“Toes in the water?” Rarity asked with a raised eyebrow while Rainbow Dash snickers a bit.

“It's a country song, figures you'd like that one AJ.” Rainbow Dash said with a grin. “I'm gonna sing Rock You Like A Hurricane!”

“We all kinda figured you would go with a song like that.” Pony Shy said with a small giggle.

Everyone chuckled a bit as Sunset looked at Benjamin. “Do you know what song you're going to sing?”

“Um.” Benjamin paused as he rubbed the back of his neck and looked away. “I don't know if I want to sing.”

“Huh? But why? It might be fun.” Sunset said.

Benjamin frowned a bit more. “Like I told you before, I've only ever sang In front of my niece before the other day, and that wasn't too common.”

“I know but at least give it a shot. You might find it to be really fun if you sang in front of other people.” Sunset said, trying to encourage him.

Benjamin looked away again, rubbing the back of his neck more. “I don't know… just because you liked my singing doesn't mean others will…”

Sunset placed a hand on his shoulder, causing him to look at her while she smiled at him. “Hey, you’ll never know if you don’t try. They might even love your singing.”

Benjamin frowned a bit with a light blush before sighing and nodding his head. “Oh fine.”

“Alright, so me, Ben and Applejack will be singing. Anyone else?” Rainbow Dash asked.

“I think I’ll pass.” Rarity declined.

“I’m not really feeling up for it at the moment. Maybe another time.” Pony Shy said next with Human Shy nodding in agreement.

“S-same.”

“I'm ok with just listening.” Sunset said with a gentle smile.

“Alright, then I guess it’s just us three then.” Rainbow Dash said.

Benjamin sighed softly as he looked up at the stage. “I'm still not sure what to sing though.”

“If you'd like we can play a song for you.” The person near the stage said with a smile.

“Really? Uh, thanks I guess.” Benjamin said and the person nodded as he spoke to someone else while they prepared the stage. Benjamin sighed a bit as he took the locket with a picture of his niece out of his coat pocket, looking at it with a sad smile as the carnies looked at him with a slight grin.

Sunset, who was unaware of the way the other carnies were looking at him along with their friends, places a hand on his shoulder and gives him a small comforting smile. He looked at them and smiled a little. “Thanks for the support, I'll be ok.” He said, as the kids and Pinkie ran over.

“That was awesome!” Scootaloo said with a smile.

“Yeah! I didn’t think I’d have so much fun just bumping into others but I did!” Kipo said.

“Well that’s how bumper cars are! They may not look fun at first glance but when you finally do go on them, it’s so much fun!” Applebloom said.

“Yeah! I wish we could have gone on again.” Sweetie Belle said, looking at everyone else. “What are you doing?”

“We’re just waiting for when we get to sing.” Rainbow Dash said.

“Sing? We can sing at the carnival?” Kipo asked excitedly.

Rarity giggled a little and nodded, pointing at the stage. “Yes, there's a singing competition. Applejack, Rainbow Dash and Benjamin have signed up.”

“Cool! What songs are you three going to sing?” Kipo asked them.

“Rock You Like A Hurricane is what I'm gonna sing.” Rainbow said with a smirk.

“Ah’m singing one of mah favorites, Toes In The Water.” Applejack said next.

“I’m just gonna sing a random song they put on.” Benjamin said last.

“Rock You Like A Hurricane? Toes In The Water? Those are weird naming songs.” Kipo commented.

Benjamin chuckled a bit. “Rock You Like A Hurricane is a rock song, and Toes In The Water is a country song about enjoying life. I had them in my human world as well.”

“Oh. Still weird names though.” Kipo said.

“Yeah well, humans are weird.” Benjamin said with a chuckle.

“Hey, we may be weird, but we’re pretty darn cool.” Rainbow Dash said.

“That depends on who you ask.” Benjamin said with a grin.

“So any of you girls want to join in and sing or do you want to go on another game or do you want to watch us?” Rainbow Dash asked them.

“I think I’ll just watch. It’ll give me a chance to learn new songs me and my friends can play for our band.” Kipo said.

“You have a band?” Benjamin asked.

Kipo nodded her head. “Yeah, though we kinda just started. It was originally meant to get Cutie Marks but then it kinda became something we might do more often.”

“That's cool.” Benjamin said with a smile.

“Applejack, you're up first.” The announcer said.

“Alright, Ah’m coming.” Applejack said as she stepped onto the stage. Everyone clapped for her as she slowly started strumming a guitar she grabbed from the side of the stage, singing with a smile.

When she was done singing, everyone started to clap, making the farmgirl smile. As she was putting the guitar back and make her way back to the group, Sweetie Belle, Applebloom and Scootaloo were giggling a little. “That line of the song was pretty funny, the one after I got my toes in the water.” Scootaloo said, still giggling.

“I didn’t know songs can have swear words in them.” Kipo commented.

“Ah tried ta sensor myself as best as Ah could.” Applejack said to Pony Shy with a slight frown. “Ahm sorry Ah kinda got caught up in the music.”

“It’s ok. Kipo knows that she’s not allowed to say those words. But please maybe give us a little bit of a heads up for any future songs that might have swear words in them?” Pony Shy asked.

“Uh mine has some.” Rainbow Dash said with a sheepish smile.

“Oh, uh, maybe I should bring Kipo somewhere else then?” Pony Shy suggested which made Kipo gain an upset look on her face.

“I can censor it easily. There's only one or two swears in it.” Rainbow Dash offered.

“Oh, well, I guess we can stay then if you are going to censor it.” Pony Shy said.

“Yay! I get to hear another human song.” Kipo said happily.

Rainbow Dash chuckled a bit as she walked up on stage, grabbing an electric guitar as Benjamin looked around. “Guess we were the only ones who signed up.”

“You are?” Human Shy asked and Benjamin nodded.

“I don't see anyone else getting ready.” Benjamin said with a sigh.

Everyone looked around and saw that, just like he said, nobody else seemed to have signed up as well. “Wow, that’s super weird.” Pinkie said.

“Yeah no kidding.” Scootaloo said.

“Maybe they don’t feel like singing or something?” Kipo asked.

“Maybe…” Benjamin said, frowning a little more as he noticed most of the crowd glancing at him. “But I've got a bad feeling…”

Soon their attention was brought back to Rainbow Dash who grinned as she started playing on her guitar, tapping her foot while opening her mouth and singing at the top of her lungs while making sure to censor herself whenever the swearing part of the song came up.

Once she was done, everyone started to clap and cheer, though Pinkie was probably the loudest, and Rainbow Dash just smiles and chuckles. “Alright Ben! You're up!” Benjamin smiled a little as he slowly made his way to the announcer, looking at his locket of his niece the whole time.

“Do you think Mr. Ben is going to be ok? He looked pretty upset going up there.” Kipo said.

“I'm sure he'll be ok, why would singing make him sad?” Pinkie asked with a wide smile.

“Well there are several reasons why.” Rarity said.

“Maybe he's a bad singer?” Sweetie Belle asked innocently, while Sunset shook her head.

“No, I overheard him singing the other day. He's pretty good.”

“Then why is he upset?” Scootaloo asked, growing concerned for Benjamin.

Sunset bit her lip a little before sighing. “He told me that… he only ever sang for his niece until today. So he may just be nervous.”

“Oh.” Scootaloo said though she still looked concerned.

Benjamin sighed a bit as he put his pendant on around his neck, holding it while walking up on the stage. He gripped the pendant with a small smile as he looked over at the pianist, who slowly began to play a song. Benjamin raised an eyebrow as the music grew louder, looking at the carnie with a fearful and worried expression. “Wait! Can't I sing something else!?”

“I'm sorry sir, but all the other songs have been sung already. We can't let you sing another song until this one is done.” The carnie said with a shrug.

Everyone looked at each other in confusion and worry as the pianist began to play again. “Did y’all notice how… afraid he seemed?” Applejack asked.

Sunset nodded her head, growing concerned. “Yeah, I did. Maybe this wasn’t such a good idea.”

Benjamin gulped a bit as he shakily took a breath before he started to sing.

“♪I'm so tired of being here, suppressed by all my childish fears.
And if you have to leave, I wish that you would just leave.
'Cause your presence still lingers here, and it won't leave me alone!♪” he sang, holding the pendant more while his voice cracked a little.

These wounds won't seem to heal, this pain is just too real.
There's just too much that time cannot erase!
When you cried, I'd wipe away all of your tears.♪”

As he sang, the crowd, including his friends, could see tears starting to fall down his face. “♪When you'd scream, I'd fight away all of your fears!
And I held your hand through all of these years,
But you still have all of me!♪”

Sunset covered her mouth in horror and sadness, her heart aching as she watched him open and looked at the pendant. In fact, everyone was tearing up as Benjamin sang with the younger ones openly crying. She shook her head slightly in surprise as standing next to Benjamin on the stage was a familiar little girl, who held his hand while looking at Sunset with a sad frown.

“♪You used to captivate me by your resonating light.
Now, I'm bound by the life you left behind.
Your face haunts my once pleasant dreams.

Your voice chased away all the sanity in me!
These wounds won't seem to heal, this pain is just too real!
There's just too much that time cannot erase!

When you cried, I'd wipe away all of your tears!♪”

Benjamin shook more while the others watched on in horror and sadness, tears flowing down all of their faces while the carnies grinned and smiled wickedly. Sunset watched as Amanda pointed at Benjamin, and then slowly at the carnies while an opaque barely visible energy flowed out of Benjamin and over to the carnies.

“What's happening to him!?” Scootaloo yelled, shaking a little as she watched Benjamin's hair, once a light brown, was now a sickly brown. His face pale as he sobbed harder like a baby, putting all of his emotions into the song.

“The Carnies… they're doing something to him!” Sunset yelled. “We have to get him off the stage!”

Everyone quickly rushed onto the stage and the moment they did, Sunset saw that the opaque energy stopped flowing out of him. “Come on dude, let’s get you off.” Rainbow Dash said to him. However Benjamin continued to sing, his eyes dull and unfocused as he stared at the pendant that held the picture of his niece.

“♪When you'd scream, I'd fight away all of your fears!
And I held your hand through all of these years, and you still have all of me!
I've tried so hard to tell myself that you're gone!
But though you're still with me, I've been alone, I'm alone!♪”

Benjamin sang out, his pain and sorrow echoing throughout the festival.

“♪When you cried, I'd wipe away all of your tears. When you'd scream, I'd fight away all of your fears! I held your hand through all of these years…You still have all of me ah, me ah, me ah…”

Benjamin slowly fell to the ground, passing out and falling over the edge of the stage making everyone gasp in shock and fear. “Benjamin!!” Fluttershy and Sunset yelled, running over to him.

“Is he ok?!” Scootaloo questioned, her voice laced with fear, worry and concern.

“He’s ok but we need to bring him home now.” Pony Shy said which made everyone confused on how she could know that.

Sunset shook her head and picked Benjamin up as best as she could. “Rainbow, you can drive right?”

“Sure can!” Rainbow Dash nodded, helping Sunset carry Benjamin and they all made their way out of the carnival and towards Benjamin's car. When they got to it, they quickly got in with Rainbow Dash getting in the drivers seat.

“Step on it Dash!” Applejack said to her friend.

“Wait… I can't turn it on! Benjamin used his thumbprint!” Rainbow Dash said with worry.

“Hold on!” Sunset said, grabbing Benjamin's hand to press his thumb against the fingerprint scanner, causing the car to start up. “Go! Now!”

Rainbow drove off as fast as she could, nearly running into a moving truck as she sped down the road.

“Rainbow Dash be careful! You’re going to cause us to crash with your driving!” Rarity said.

“Do you want to get Benjamin home fast or not!?” Rainbow yelled, as Sunset had Benjamin's head in her lap.

“Rainbow Dash slow down! He’s not in any danger! At least, I don’t think he is.” Pony Shy said, rather sternly which sort of surprised everyone.

“Wow.” Human Shy said as Rainbow slowed down a little. “Y-you're so bold…”

Pony Shy sighs a bit. “I know I am. Probably because I’m really different compared to other Fluttershy’s at least as far as I can tell based on my interaction with you.”

“T-thats… nice?” Human shy said in confusion while Sunset glanced at the girl that was still beside Benjamin. However, she wasn’t the only one who saw her as Kipo was staring at Amanda but was silent so no one noticed. They soon arrived back at the apartment.

“Let's get him inside.” Sunset said, as she and Applejack picked Benjamin up again and took him inside, his niece following behind them the whole time.

“Put him on the couch.” Pony Shy said and Sunset and Applejack nodded and placed Benjamin on the couch.

“Do you know what happened to him?” Scootaloo asked Pony Shy with a frown.

“Sort of. I’ve seen something similar to what happened to him but that is different compared to this.” Pony Shy said.

“What do you mean?” Sweetie Belle asked with a frown, as Benjamin's niece sat next to him on the couch.

“It’s….difficult to explain.” Pony Shy said, nervously rubbing her arm.

“They were Changelings.” Benjamin's niece said, looking at Sunset, while Kipo's ears wiggle a little at the sound of her voice. “Here they're an alien race, they siphoned away his emotions and energy. He'll be ok after a few days.”

“Changelings?” Sunset muttered.

“Did you say something darling?” Rarity asked Sunset.

“Oh, uh, no I didn’t.” Sunset said, not wanting to tell her friends to avoid freaking them out.

“You can see me right?” Amanda asked, appearing in front of Kipo.

Kipo nodded her head. “Yeah, I can. Am I not supposed to?” she asked which got everyone’s attention.

“Huh? Who are you talking to?” Scootaloo asked.

“It's not often that two people can see me.”Amanda smiled a little while looking over at Sunset.

Sunset sighed a bit and rubbed her eyes. “I was trying to wait a little bit to not freak everyone out.”

“Um, what do you mean? Who is Kipo seeing?” Sweetie Belle asked.

Sunset sighed softly, before rubbing the back of her head. “Um… the ghost of Benjamin's niece.”

“What!?” Everyone shouted in shock.

“Wait, I’m seeing a ghost right now?” Kipo asked, looking back at Amanda. Not looking freaked out at all, in fact, it looked like she was both curious and excited at the same time.

Amanda nodded with a sad smile. “Yep, I died five years ago… My uncle still blames himself. Which is why the Changelings targeted him, for his sorrow, anger, depression… and love.”

Both Sunset and Kipo frowned at that. “They targeted him? Is that why they made him sing that song?”

“That’s so mean and cruel.” Kipo said while the others were both concerned and confused.

“What? What is it?” Applejack asked.

“The Carnies were some kind of alien, they're called Changelings similar to a species in Equestria. They targeted Benjamin for his emotions. His sadness, anger, depression, and love.” Sunset said with a deep frown.

“Those basta-” Pony Shy clears her throat, stopping Rainbow Dash from swearing. “Uh, I mean, those dirtbags. Targeting Benjamin like that. I should go back there and kick their butts for that! Benjamin looks like a zombie because of them!”

“Dash we have no idea what they’re capable of. You go and challenge them, they might do something worse to ya.” Applejack said.

“She's right, those Changelings have a hypnotic ability. They use it to force their prey or those with it to forget everything.” Amanda said with Sunset mimicking her.

“Make us forget? But we still remember it.” Scootaloo said.

“They only do it when they're caught to be Changelings.” Amanda said with Sunset repeating her. “Normally people think the singers get overwhelmed and simply pass out.”

“Is there a way to tell if someone is a C-Changeling? I-I don’t think I would like to run into them again.” Human Shy said.

“Not really, unless you have a genetic scanner.” Amanda said as Sunset looked at her, after repeating what she said.

“How do you know all this?”

Amanda hummed a bit. “That's… a secret I can't tell you yet.”

“A secret?” Sunset asked with a frown.

Amanda smiled a little. “Well… technically speaking I'm not supposed to be talking to you. It's against the rules for spirits to speak to the living, but my uncle is more important to me than the rules.”

Sunset nodded. “Understandable. I’d break the rules too if it involved someone important to me.”

“Wait, break the rules?” Human Shy asked, with a frown. “But would that cause problems?”

“It will eventually yes.” Amanda said with a sad smile, while Sunset copied what she was saying again. “But by then I'm hoping I can reincarnate, once I know for sure my uncle will be happy.”

“Reincarnate? What does that mean?” Kipo asked her.

“To be born again in a new life.” Sunset said looking at Kipo.

“Yeah… but I'd lose my memory of my uncle…” Amanda said sadly.

Kipo lets out a small gasp. “That’s terrible!”

“What's terrible darling?” Rarity asked, raising an eyebrow.

“If Amanda reincarnates she'll lose all her memories of this life. Including Benjamin.” Sunset said with a sad frown.

“What?!” Rainbow Dash exclaimed in shock.

“That’s horrible!” Sweetie Belle exclaimed next.

“You lose your memories of everyone you cared about if you’re reborn? That’s just plain awful!” Applebloom said as she and everyone else felt pity for the girl.

Sunset looked at Amanda as she spoke, while repeating what she said. “It's what has to be done, when I'm reborn I'll be a completely different person. A new life and family, everything.”

“But it’s still terrible.” Kipo said.

Amanda sighed and smiled softly. “I've heard if the bond is strong enough then I may remember him. But I don't know…”

Kipo went to hug Amanda but just passed right through her. “Oh, I forgot you can’t touch ghosts.” she said before shaking her head a little and looked at Amanda. “Well, I have faith that you will remember him. He seems to care about you a lot and you care about him a lot too. It would be upsetting if you don’t remember him.”

Amanda smiled and giggled a little along with everyone. “Thank you… this is a secret from everyone but Sunset. But my uncle's real name is Dillan. He changed it when he arrived here. I thought you'd like to know.”

“Huh… ok!” Kipo said with a smile. “Thanks for telling me I guess but I don't see why?”

Amanda shrugged a bit. “He told Stanley, so I figured he'd want all the Displaced to know.”

“Oh, ok.” Kipo said with a nod.

“Know what?” Scootaloo asked.

Sunset smiled a little as she got up, walking over to the box on the coffee table. “Just a secret between Displaced. But hey, since we don't know how long Benjamin will be knocked out. How about we watch these?”

“It would be a good idea to take our minds off of what happened at the carnival.” Applejack said.

“Plus it’ll give us a chance to see what Ben can turn into.” Scootaloo said.

“Let's do it!” Pinkie said with a smile, putting the first DVD into the DVD player. Everyone smiled a bit as they watched the kids and Pinkie sit in front of the tv, seemingly forgetting, or at least putting the events of the carnival aside.

Sunset smiled a little as she sat next to Benjamin, absentmindedly rubbing and brushing his hair with her fingers as the theme song for the first Ben 10 show began.

Benjamin lets out a groan as he starts to wake up, his ears picking up the sound of the familiar theme of Ben 10 Ultimate Alien. He slowly opened his eyes, to see Sunset sitting next to him with a wet cloth on his forehead as he slowly turned his head to see everyone else watching the TV. “What happened?”

Sunset turned to him with wide eyes before smiling. “You’re awake!” she then hugged him.

Benjamin blushed red as everyone turned to look at them, the kids laughing hard as Pinkie giggled. “Sunny your chest is in his face.”

“Huh?” Sunset asked, looking at Pinkie before looking down and she saw that, like Pinkie said, her chest was in Benjamin’s face. Her eyes went wide as her face quickly turned beet red in embarrassment before she quickly got off him. “S-sorry!!”

Everyone laughed a little more as Benjamin slowly sat up, his face red as well while rubbing the back of his neck. “I-it's ok… what happened to me?”

“Some aliens called Changelings were draining you of emotions. You were out for a few days because of it.” Pony Shy said while Kipo sniffed the air, picking up a familiar scent.

“I smell hormones again.” she said, causing both Benjamin and Sunset to turn even redder at that.

“I'm gonna take a shower!” Benjamin said running into the bedroom.

“That’s weird. The first thing he wants to do after waking is take a shower?” Kipo commented.

“It is a little weird. Wonder why he suddenly wants to take a shower?” Scootaloo asked.

“Maybe he smelt bad or something?” Sweetie Belle suggested with a shrug. Sunset's face was red while Rainbow Dash and Pinkie were on the ground laughing and holding their stomachs.

The kids just looked at the two laughing teens in confusion. “Why are they laughing? Was it something we said?” Applebloom asked.

“No sugar cube. It's why Benjamin went to take a shower.” Applejack said with a chuckle. “Do ya remember what ya saw during the last mating season?”

Applebloom looked confused before blinking and gagging. “Oh ew! That!?”

“Eh? What are you talking about?” Kipo asked but Pony Shy quickly stepped in.

“Nothing you need to worry about dear.” Pony Shy said while shooting a look at Applejack.

“Yeah, just farm stuff.” Applejack said with a small chuckle. “Let's just say a cold shower will help Benjamin recover.”

Kipo was still a little confused but just shrugged. “Ok.”

Sunset groaned a bit and covered her face while Human Shy frowned more. “I can't believe I did that…”

“Hey, it’s ok. It was an accident and you were just excited to see him awake after he’s been unconscious for days.” Human Shy said, walking over and patting Sunset on the shoulder.

Sunset nodded a little with a sigh. “Yeah… but still.”

“Sunset, there’s no need to be upset about it. It could have happened to anyone.” Rarity said. Sunset nodded a little as they heard the shower running, making her blush a little as she remembered the pictures of Benjamin in hospital beds and shirtless.

“What ya thinking about Sunset?” Rainbow Dash asked her, after she finally calmed down, with a teasing smirk on her face when she saw the blush on Sunset’s face.

“Something… sad…” She said softly, glancing away.

Rainbow Dash raised an eyebrow at that. “Something sad is making you blush?”

Sunset sighed a bit, grabbing a photo off the side table and showed it to them. “It was this.” She said as everyone looked at a picture of Benjamin with his shirt off in a hospital bed, a large scar across his chest. ML

“Yikes. That’s a pretty nasty scar.” Rainbow Dash said with a grimace.

“What happened?” Kipo asked.

“Kipo, it’s not really nice to ask about how someone got a scar as it could be related to a bad memory.” Pony Shy said.

“Oh, sorry.” apologized Kipo.

“It's actually a good memory.” Benjamin said, startling them all as he walked back out of the shower with a new set of clothes on. “That was the day I was slammed into a glass window by a car, and got a huge scar.”

“How is that a good thing?” Kipo asked in confusion, tilting her head a little.

Benjamin smiled softly as he looked at all the photos on the nightstand and held up another one, one where Amanda was crying on him while he held her. “Because it was the day I saved my niece from getting hit by a car.”

“Oh.” was all Kipo said.

“Dude… you got a scar down your chest from a window.” Rainbow Dash said in surprise. “How the heck did you live?”

Benjamin opened his mouth to speak before blinking and rubbing his head a little. “Huh… you know… I'm not honestly sure.”

“Hmm, now that’s a bit odd. But maybe you were just lucky?” Pony Shy suggested.

“Yeah, really lucky!” Pinkie said.

Benjamin nodded slowly, while rubbing his chest a little. “Yeah, lucky…”

“Maybe we should talk about something else?” Applejack suggested, thinking it would be wise to change the topic.

“Yeah, how many seasons of the show have you seen?” Benjamin asked them all with a smile.

“We just finished Ultimate Alien and it was awesome! The Omnitrix was cool by itself but that Ultimate feature was even cooler!” Scootaloo exclaimed, a huge excited grin on her face.

“Though Ah think a couple of the Ultimates were a bit disappointing. Like Ultimate Big Chill and Ultimate Wildmutt.” Applebloom said.

“Yeah but at least the other Ultimates were cool.” Sweetie Belle said.

Benjamin chuckled a bit. “Just wait until omniverse, there's some goofy aliens but also some really cool ones.”

“Really? Let’s start watching Omniverse then!” Scootaloo exclaimed as she got the disc for Omniverse out and got ready to put the disc in before Sweetie Belle spoke up.

“Actually, let’s take a break from watching more Ben 10. I kinda want to do something else.” Scootaloo pouted a bit at that.

“Aw man. Ok.” she said, putting the disc back then asked, “Then what should we do then?”

“How about a game?” Applebloom suggested. “Like tag, or hide and seek?”

Kipo immediately perked up upon hearing hide and seek and a huge smile formed on her face. “Ooh! Hide and seek! I’m the best at that game!”

Pony Shy chuckled a bit as the kids looked at each other with smiles. “Ok, but we can't really play all that well in here.” Scootaloo said.

“Let's go outside.” Applebloom said with a smile.

“But outside isn’t really safe to play either since, you know, busy road and stuff and not that many places to hide.” Applebloom pointed out.

“That's true.” Scootaloo said with a frown.

“We can still have a fun game in here.” Sweetie Belle said with a smile.

“Well, we can try. But I’m not all that great at hide and seek while inside. I usually play it outside since that’s where I can play it best.” Kipo said. “But I’m willing to try playing it inside.”

“Who's first?” Applebloom asked.

“How about Kipo since she says she’s the best at it.” Scootaloo suggested.

“That's ok with us.” Sweetie Belle and Applebloom said, smiling at Kipo.

Kipo nodded. “Alright, should I start counting? If so, what number should I count up to?”

“How about ten?” Scootaloo said with a smile, as she, Applebloom, and Sweetie Belle stood up to hide.

“Ok, ten sounds good.” Kipo then covered her eyes with her hands and started to count.

The three other girls ran around the apartment, hiding in different spots while the older kids watched with smiles. “This is cute.” Benjamin said.

“Yeah, it’s nice to see them getting along so well.” Sunset said just as Kipo finished counting.

Benjamin smiled a little as Kipo started looking for the others. They watched a she slowly walked around, sniffing the air as she did before she perked up a bit and ran over to the kitchen and opened a cupboard where Applebloom was hiding. “Found you.”

“Aww man!” Applebloom groaned.

“Shouldn't using her powers be against the rules?” Benjamin whispered to Sunset who shrugged as Kipo continued to look for Scootaloo and Sweetie Belle.

“It’s how she plays, or rather, how she was taught. The game is used as a way to train her on using her senses to detect others should there be danger nearby. And thanks to this game and her already enhanced senses like hearing and smell, hiding from her or sneaking up on her is pretty much impossible.” Pony Shy explained after she heard them.

“Huh, cleaver.” Benjamin said as Kipo found Sweetie Belle under the kitchen table.

“Darn it!” Sweetie said.

Kipo giggles a bit at Sweetie Belle’s reaction to being found. “Now that just leaves Scoots.”

“Man, y’all are pretty good at finding people.” Applebloom commented as Kipo walked around the apartment.

“Yeah, you've got skills.” Sweetie Belle said with a smile.

“Thanks but I doubt I would have been this good if Mr. Moon hadn’t taught me how to be good at this game.” Kipo said as she glanced around the room.

“Mr. Moon?” The two girls asked in confusion.

“Momma’s coltfriend.” Kipo said, making Pony Shy tense up a bit while her cheeks gained a faint pink tint.

“You've got a boyfriend?” Human Shy asked with a blush.

“Y-yes. He’s been my coltfriend for a few years.” Pony Shy said, still blushing a bit while Kipo continued to look for Scootaloo though she knew where she was, she just didn’t want to end the game too early.

“Y-you really are braver than me…” Fluttershy said softly.

“More like really different.” Rainbow Dash said. “I mean, it’s not a bad thing. It’s just really surprising. You have not stuttered or acted all shy since you’ve been here and now you’re telling us you got a boyfriend?”

Benjamin raised an eyebrow. “I'm not all that surprised, considering the multiverse is literally made up of everything that can and has happened. There had to be a bold and brave Fluttershy out there.”

“Well, true. I wonder what other Fluttershy’s, or even, what other versions of us are like?” Rainbow Dash wondered just as Kipo found Scootaloo in the closet.

“Found you Scoots.” Kipo said.

“Shoot.” Scootaloo said with a frown. “Well that game ended pretty quickly.”

“Yeah, sorry. I tried not to find you three so fast but it was a bit difficult since we’re in a small place.” Kipo said.

“So what now?” Scootaloo asked before getting an idea and whispering to the other kids. “What if we ask Benjamin to let us try his watch?”

“But didn’t he say there were dangerous transformations? Like Alien X?” Sweetie Belle whispered back.

“And Way Big?” Applebloom whispered next.

“Maybe he can make it so we don't transform into those?” Scootaloo suggested with another whisper.

“It wouldn’t hurt to ask.” Kipo whispered.

“Hey um… Ben?” Scootaloo asked, smiling nervously. “Could we uh… try your watch?”

“You want to try using my Omnitrix?” Benjamin asked, arching an eyebrow.

“Yeah, you see, after watching the show, we kinda got curious on what it’s like turning into an alien and were wondering what it's like being one.” Scootaloo said with the others nodding their heads.

Benjamin hummed a little as he rubbed his chin. “Sure. Omnitrix disengage form lock code ten ten.” He said, before Pony Shy reverted back to her normal form.

Pony Shy blinks a bit in surprise from the sudden change. “Please give me a little warning before doing something like that.” she said to Benjamin while the kids started to grow excited.

“I thought you'd say no!” Scootaloo said with a wide smile, as Benjamin took his Omnitrix back.

“Normally I would, but since none of you have seen Omniverse yet. This will be funny.” Benjamin said with a smirk, fiddling with his Omnitrix. “Ok, I've locked all my scans except for four. One for each of you.”

Scootaloo excitedly walked up to him. “Me first!” this made Benjamin chuckle before he gave her his Omnitrix.

“What alien are you going to turn into first Scoots?” Applebloom asked as Scootaloo propped up the dial, knowing how to after seeing Ben do it so many times.

“I’m going to turn into Heatblast!” Scootaloo exclaimed as she scrolled through the list. Benjamin smirked a little as he sat down, watching as Scootaloo’s face slowly fell. “Hey… I don't recognize these guys except for Grey Matter.”

“Those are all aliens that are revealed in Omniverse, the next show.” Benjamin explained with a grin. “Go ahead and try one of the new ones.”

“New aliens? Sweet! We can see them before watching Omniverse!” Scootaloo said as the icon switched to one she thought looked interesting. When she selected the alien, she pressed down on the dial and in a flash, she had become a small mole-like creature that only came up to everyone’s knees. It had brown fur covering its body with darker brown spots in different parts of its body and had long, yellow hair that was wild and unkempt with long thin ears sticking out. And to top off its appearance was the fact that it had a bit of a potbelly. The outfit consisted of a suit with short sleeves, boots, gloves with the Omnitrix becoming a belt around its waist. Scootaloo blinked and looked at herself.

“That's the new alien?” Sweetie Belle asked as Scootaloo looked herself over.

“Doesn’t seem all that impressive.” Applebloom commented.

“I say, why am I so short?” Scootaloo asked, blinking in confusion as she touched her neck after hearing herself speak with a British accent. “What's happened to my voice?”

“Some aliens have specific speech patterns.” Benjamin said with a grin as the teenagers looked at Scootaloo a little closer. “Meet Mole-Stache.”

“What can this alien do?” Kipo asked.

“Maybe it can control earth or something and dig really fast?” Applebloom asked. “After all, we’ve seen that even the small aliens are pretty powerful. Like Upchuck.”

Benjamin laughed a little as Scootaloo's hair suddenly went up and shaped into balls. “This alien can manipulate its hair to do all sorts of stuff.”

“Is that all this form can do? Manipulate its hair?” Scootaloo asked as she made the hair turn from balls into giant hands. “I must say, I’m not terribly too keen on that power as it can be easily dealt with by simply cutting the hair.”

Rainbow Dash covered her mouth to not laugh while Benjamin chuckled. “Did you really think I'd let you turn into a dangerous alien in the apartment? Or at all?”

“Well I suppose not. But not all of them are dangerous.” Scootaloo said before pressing the Omnitrix symbol, changing back to her human form.

“Not all of them.” Benjamin chuckled a little, taking the Omnitrix and giving it to Sweetie Belle and she put it on. “Scootaloo turned into the first one in the list, turn into the second one.”

“Ok.” Sweetie Belle said before she switched the icon to another alien before pressing down and in a flash, she had become an alien that looked like a poor example of a shark with legs. It was smaller than Mole-Stache with a blue almost round body, small scrawny legs, a shark's tail and fins and the Omnitrix wrapped around its body like a collar. Sweetie Belle looked at herself. “Um, can this one bite through metal? Or grow really big in the water?” she asked him hopefully.

Benjamin grinned a little. “Nope, he just… walks and can breathe underwater. Its name is Walkatrout.”

“Oh.” Sweetie Belle said, a little upset by that.

“And I’m going to guess the third one isn’t all that great either?” Applebloom asked him.

“That depends.” Benjamin said with a grin. “Do you like Greymatter from the original show?”

“He’s ok Ah guess.” Applebloom said.

“Well he's the third transformation.” Benjamin said with a shrug and a smirk. “Honestly if we were in an open field or something I'd be fine with letting you turn into more dangerous aliens. But after everything that's happened I'm sure Kipo and her mom want to go home soon.”

“Aw, but I don’t wanna go yet.” Kipo said dejectedly.

Pony Shy giggled a little. “We can stay for a little longer.”

“Oh, ok. But I'm still not letting you guys turn into anything dangerous… sorry.” Benjamin said to the kids with a small smile.

“That means you’ll let us turn into other aliens?” Scootaloo asked.

Benjamin rubbed his chin before smirking. “Not aliens per-say. How about ponies?”

“Ponies? You mean like her?” Sweetie Belle asked, pointing at Pony Shy while Kipo gained a curious look on her face.

“Well I do have a scan thanks to her. But I was thinking more of anthro ponies from Stanley's world.” Benjamin said with a small smile.

“Anthro ponies?” Applebloom asked. “So we’ll look like a human with pony features?”

“Well, yeah?” Benjamin said with a chuckle. “Basically you'd look more pony than these girls than when they pony up.” He gestured to the human six then to Pony Shy. “But more human than Kipos mom.”

“Well I guess we can give those transformations a shot.” Scootaloo said with a shrug.

Benjamin nodded with a grin. “Omnitrix unlock all DNA, section Equestrian.” He said before his watch beeped.

”Equestrian DNA unlocked.” the watch’s AI said.

“Ok, since you two already used it. Let's let Applebloom use it next.” Benjamin said with a small smile, as Sweetie belle returned to normal.

“Ok, here you go Applebloom.” She said, giving her friend the watch.

“Thanks. Wonder what I should turn into first?” Applebloom wondered as she scrolled through the list of pony transformation.

“Try the unicorn one. You can perform all kinds of spells.” Kipo suggested.

Benjamin smirked a little as he grabbed Applebloom's wrist, dialing up a pony form. “Try this one.” He said pushing it down, as in a flash Applebloom turned into the spitting image of her anthro pony self, red hair and a yellow coat with her signature bow. However, everyone stared in surprise at the wings and horn she had now. “Your Majesty.”

“An alicorn? You let her become an alicorn?” Sunset asked.

“You mean like Ms. Celestia and Ms. Luna?” Kipo asked.

“Why not?” Benjamin asked with a grin as Applebloom flapped her new wings in awe. “I figured it'd be neat.”

“Well there is the fact that alicorns, even at a young age, are capable of great feats of magic. The slightest sneeze can cause-” Sunset was interrupted when Applebloom sneezed, causing a large beam of magic to shoot out of her horn and through the roof, leaving a massive hole in it.

“Oops.”

“A large beam of pure magical energy that is capable of doing that.” Sunset finished as everyone stared in shock, or awe in the kids case, at the hole.

Benjamin blinked a little as he looked up at the roof. “Huh, how did that slip my mind?” He said, before going over to Applebloom and turning her back to normal. “Omnitrix, lock alicorn DNA.”

“Alicorn DNA locked.” It beeped.

“Aw man. That was the only cool form we could turn into.” Scootaloo siad with a pout.

“So you're saying flying and using magic isn't cool?” Benjamin asked, raising an eyebrow. “Or becoming a hippogriff, or a griffon, or a…” he paused for a moment, his eyes widening. “Crap.”

“What's wrong?” Sunset asked him worriedly.

“Omnitrix lock Dragon DNA!” He shouted just as Applebloom was about to push the pad down.

“Dragon DNA locked.”

“Aw what?! There was a dragon in that?!” Scootaloo exclaimed.

Benjamin covered his chest. “I can't believe I forgot to lock Dragon DNA, I don't think any of us would like the building burning down.”

Several of the others shuddered at that. “Yeah, let’s not let them turn into anything that can do that. Or that.” Rainbow Dash said, pointing at the hole.

Benjamin hummed a little. “Should I lock unicorn DNA so they don't accidentally teleport away?”

“But that’ll just leave us with the regular pony and the Pegasus.” Applebloom said.

“Hey, I’m sure it’s not that bad. We’ll still get a chance to turn into a whole different species.” Kipo said.

“Not to mention fly and have super strength.” Benjamin said with a grin.

“I guess those are ok abilities.” Scootaloo said, frowning a bit.

Benjamin glanced at them and smiled a little. “Tell you what? How about in a few days we go somewhere hidden and you can try out some other aliens?”

That immediately perked them all up. “Really? You’re going to let us turn into other aliens?” Applebloom asked.

“You’re not gonna have us turn into ones like Mole-Stache and Walkatrout are you?” Scootaloo asked him.

Benjamin rubbed his chin. “Nah, so long as we're somewhere no one will get hurt.”

“Awesome! We’re gonna turn into cool aliens!” Scootaloo exclaimed excitedly.

“Well most of us anyways because wouldn’t Kipo be gone by then?” Sweetie Belle asked and the other two girls looked at her.

“It’s fine. There’s always next time.” Kipo said with a smile.

Benjamin hummed before smiling a little. “Here, how about this?” He asked with a small smile, taking the Omnitrix from Applebloom and giving it to Kipo. “Omnitrix, unlock Splixson DNA.”

“Splixson DNA unlocked.”

“Seeing as I forgot about this alien before, you can turn into Ditto.” Benjamin said with a smile.

“Ditto? Isn’t he the one where you can multiply yourself?” Kipo asked.

“Yeah, it's a pretty cool power while being relatively harmless.” Benjamin said with a smile, looking at the other Crusaders. “Sorry I forgot about him and a couple of others, but in my defense… a lot of aliens are dangerous and there's thousands of them.”

“It’s fine, we kinda understand. I mean, we did just watch the show.” Sweetie Belle said just as Kipo selected the alien and pressed down on the dial. In a flash she had become…exactly the same? This sort of confused everyone when they realized she hadn’t changed into an alien.

“Huh? How come I didn’t change?” Kipo asked.

“Did the Omnitrix break?” Sunset asked, raising an eyebrow.

Benjamin blinked a little before a look of realization came across his face, as he laughed he held his stomach. “Y-you didn't take off the ID mask at all did you?”

“The ID mask?” Kipo asked in confusion before realizing what he was talking about. “Oh! No I didn’t! I was, um, a bit distracted by the show that I kinda forgot.” she then reached up to her face and took off the ID Mask, causing the disguise to shut off and reveal her new form. She had become an alien that was around the same height as Mole-Stache but a little bigger, possibly around the size of a kid that was younger than Kipo and the other Crusaders. The alien had a mostly black and white coloration with the arms, neck and most of the lower part of its face being white while the rest of it was black. It also had these two green bulbs on its shoulders and three metal bits on its waist. Its hands were pretty big and had only four digits while its feet had three. To finish its appearance was three fin-like growths on its head with the Omnitrix symbol on its forehead. “How do I look?”

“Whoa, you look like the original Ditto.” Benjamin said with a small smile.

“Yeah, you look cool!” Scootaloo said with a smile.

“How come she doesn’t have her jaguar features anymore? I would have thought she’d keep them when transformed.” Sweetie Belle said and Kipo looked herself over and like Sweetie Belle said, she no longer had her jaguar features anymore.

Benjamin laughed a little. “That's because it's a part of her DNA and when she changed to become a Splixson, her DNA changed to that of a Splixson as well.”

“Oh, that makes sense.” Sweetie Belle said.

“Too bad. Ah bet she would have looked cool as an alien and jaguar hybrid.” Applebloom said.

“Yeah but it’s fine. Becoming an alien is cool enough.” Kipo said, though she seem to have a nervous look in her eye that nobody seemed to notice. “Especially if the alien can do this.” after she said that, she split into two and then the two copies split into two more copies.

“Whoa.” The girls said as Sunset smiled.

“Be careful, you don't want to make too many copies.” She said.

“Don’t worry, I’m not gonna split into more.” the original Kipo said.

“Yeah, we may be excited at the fact we’re now an alien, but we’re not gonna go overboard and make a whole bunch of, well, us.” the second copy of Kipo said.

“Though I do wonder how many copies we can make.” a third copy wondered.

“As far as I know an infinite amount.” Benjamin said, scratching his cheek. “But remember all copies feel the same pain.”

“Yeah we know.” the fourth copy said.

“You know, that kinda sucks. Like, let’s say you step on something sharp that means every copy you make feels it as well even though they aren’t the ones stepping on it.” Rainbow Dash said.

“Yeah, luckily Echo Echo doesn't have that problem.” Benjamin said, scratching his cheek.

“Yeah but his copies disappear after one hit.” Scootaloo said then looked at Kipo, or rather, at one of the Kipo’s. “But anyways, how’s it feel to become an alien?”

“Pretty neat and interesting.” the copy said.

“How so?” Sweetie Belle asked while tilting her head in confusion.

All of them just shrugged a bit. “Not really sure how to explain it.”

“So should we try more transformations?” one of the copies asked.

“Or do something else?” another asked.

Benjamin laughed a little. “Let me guess, it feels like you're still you but different at the same time?”

They all nodded. “Yeah, that’s it.”

Benjamin chuckled a little as the CMC looked at each other. “That's how it felt when ah transformed.” Applebloom said.

“Yeah same. Like we were ourselves but at the same time we were not ourselves.” Scootaloo said.

“It’s a pretty weird feeling.” Sweetie Belle said next.

Benjamin laughed a little. “That's because in a sense you were yourselves. The Omnitrix simply… shifts your DNA to that of another species. Basically it just turns you into what you'd be as that species, a different creature but still you.”

“That dohicky can do all that?” Applejack asked, scratching her head under her hat.

“Oh it can do way more than that.” Benjamin said with a smirk. “It has the capability to let whoever is using it survive the entire universe from being erased.”

“REALLY?!” nearly everyone shouted in shock after hearing that.

“Yup, not only that. But using Alien X if the universe is erased I could theoretically remake it.” Benjamin said with a slight shrug.

“Wait… you're basically a god then?” Sunset asked in surprise.

“No, I'm just… me.” Benjamin replied, smiling a little.

A loud beeping noise was heard and everyone turned to look at Kipo, seeing the Omnitrix symbol flashing red before all the clones merged into one and in a flash of red, she was back to normal. “Huh? Oh man, it timed out?” Kipo said with a small frown.

“Well with so many transformations I'm not surprised.” Benjamin chuckled, taking the Omnitrix back. “You guys wanna finish watching the TV show?”

“Maybe later. For now I kinda want to do something else.” Scootaloo said.

“Yeah, same. I kinda want to get out of the house for a bit. We've kinda been cooped up in here watching the show.” Sweetie Belle said and her friends nodded in agreement.

Benjamin rubbed his chin before grinning. “How about we all go to the park? Uh once my Omnitrix recharges so Kipo’s mom can use it again.”

“Sure. Maybe while we’re there we can have a snowball fight.” Applebloom suggested which got the others a little excited.

“Yeah! We can build snow forts and everything!” Scootaloo said and soon the room was filled with excited chatter as Scootaloo, Sweetie Belle, Appleblom and Kipo talked about what they can do at the park.

“Another snowball fight?” Applejack asked with a chuckle. “Y'all sure do like playing in the snow.”

“I mean can you blame them? It is pretty fun.” Rainbow Dash said followed by a chuckle.

“That's true, as a kid I loved playing in the snow and pretending I was in Narnia. A fictional magical world full of talking animals, fauns, and unicorns and magic.” Benjamin said with a chuckle.

“Talking animals?” Human Shy asked, an excited look on her face.

“It sounds like a fun place to go to!” Kipo said, an equally excited look on her face.

“Maybe it's real… I wonder if we could go somehow…” Benjamin laughed a little, rubbing his chin. “But if I remember right, in the books and movies it was supposed to represent heaven or something.”

“Now that’s pretty interesting.” Sunset said.

“I wonder if-” Benjamin started to say, before a flash of light emanated from the table gaining everyone's attention. Looking over they saw three DVDs and a book set on the coffee table next to the ben 10 franchise, the first DVD having a picture of a lion. “Ok so I'm not gonna question why an all powerful time walker is just giving me these things but… Paradox I fricken love you right now!” Benjamin said with an excited smile.

“Wait, isn’t Paradox that scientist who is able to walk through time or something like that?” Pony Shy asked.

“Yep.” Benjamin said with a grin. “He kinda watches over all the Ben Tennyson's in the multiverse… which I guess includes me now.”

“Well that’s pretty neat. You basically have a guardian angel watching over you.” joked Rainbow Dash.

Benjamin rolled his eyes. “Nah, he's technically not allowed to interfere. But I suppose teaching you all about my world and movies from it doesn't count…? Unless it's not him and someone's messing up the timeline.”

“How would us knowing those be messing with the timeline?” Applejack asked.

“Maybe we weren’t supposed to know?” Rarity suggested.

“That and the smallest change can have big ramifications.” Benjamin said with a hum. “For example, say if I got into a fight and one of you rushed into help. You could get hurt, potentially forever and always have the injury.”

“But now that we've seen the show, if we see you fighting something from it we won't run in.” Sunset finished getting a nod from Benjamin.

“Yeah, especially if it’s Vilgax.” Rainbow Dash said and that earned a shudder from everyone while Kipo shook a little in fear.

“H-he’s pretty scary. I don’t want to meet him ever.” Kipo said and Pony Shy hugged her daughter.

Benjamin laughed a little. “Yeah, but I'm pretty sure I can kick his butt. Heck Ben did it as a ten year old.”

“But barely and he had help.” Rarity pointed out.

“Yeah that's true, but I do know how Vilgax fights thanks to the show so that does give me an advantage.” Benjamin said.

“I still think you should be cautious. Even if you know how someone fights, the difference in strength, speed or even experience would mean the end for you if you’re not careful.” Pony Shy said before muttering to herself, “I learned that the hard way.”

Benjamin hummed a little but nodded. “Yeah… you're right about that.”

They all then heard the Omnitrix beep as it finished recharging. “Hey, the Omnitrix is done charging.” Scootaloo said as she grinned. “That means we can go to the park now!”

Benjamin smiled a little as he passed the Omnitrix to Pony Shy and she changed into the human form while Kipo puts the ID Mask back on. “Then let's get going.”

“Wait, are you sure you should go?” Sunset asked him with a slight frown. “You just woke up after having your emotions sucked out!”

“S-she does make a good point. Maybe y-you should wait a bit and rest some more.” Human Shy said.

Benjamin frowned a little as he looked at them. “Maybe… but I'm not just gonna sit on my butt indoors.”

“So you’re gonna sit on your butt outside instead?” joked Rainbow Dash.

“Sure am, at least out there I can still throw snowballs.” Benjamin said with a laugh.

That caused everyone to laugh a little though Sunset and Human Shy still had some concerned looks on their faces. “I don’t know Ben, maybe we should wait a little longer to see if you’re fully ok.”

Benjamin sighed a little but smiled. “Ok how about I just make the snowballs and not throw any?”

Sunset felt a little bad but knew that if Benjamin was still feeling unwell and that if he played, he might end up hurting himself. “Alright, I guess that can work.”

Benjamin smiled a little as the group left the apartment and made their way to the park. “Benjamin, I have been looking for you everywhere.” A voice said, as Rook walked up to them. “We have a mission.”

“Who’s that?” Kipo asked.

“That's Rook, my partner for my job.” Benjamin said before looking at Rook. “What's the mission?”

“We have received reports of Changelings in the area after a high value target.” Rook said, glancing at Benjamin.

“He can't go then!” Sunset shouted, making everyone nod.

“Yeah, they just sucked out his emotions the other day!” Pinkie said.

“Wait, you mean you are the target?” Rook asked, eyes a bit wide in surprise.

Benjamin blinked a little. “Uh…”

“He might be.” Rarity said with a small frown. “They went out of their way to make him cry and break down in front of a large crowd.”

“If he is the target then he would need to be brought in for safety as we have no idea when the Changelings might strike again.” Rook said.

Benjamin groaned. “Oh come on.”

“I am sorry Benjamin but like I had said, we do not know when the Changelings may strike again due to their ability to shapeshift. For all we know, they might be around right now.”

Benjamin growled a little. “And how exactly do we know you're not a Changeling in disguise?”

“Maybe ask her something only the two of you know?” Pony Shy suggested.

Benjamin rolled his eyes. “Ok, why did I become a plumber?”

Rook raised an eyebrow. “To protect others.” Benjamin paused for a moment as he glanced at Rook.

“Was that the right answer?” Kipo asked.

Benjamin frowned more as he uncrossed his arms. “No. It wasn't.” That caused ‘Rook’ and the others to widen their eyes in shock before they stepped back while Pony Shy stepped in front of her daughter, eyes narrowed at the imposter.

‘Rook’ chuckled softly as a sickly green slime covered her, before it melded into a tall black creature with two insectoid wings and long black claws coming from its hands. Its face is completely covered by a visor that flipped up to reveal a humanoid shaped face with two short fangs protruding from its mouth. “Damn, so you had another reason to join the Plumbers?”

Benjamin shrugged a little. “I'm a greedy dude, now what do you want?”

The Changeling chuckled a little as multiple Changelings came out from the alleyway. “You.”

“Y-you want Ben?” Human Shy asked fearfully.

Sunset looked worried as well as the Changelings stepped forward. “Of course we do, we haven't been able to return to this form for hundreds of years! A single song from him made us strong enough to turn back to normal! Imagine what we can do with more of his emotions!”

Benjamin scoffed a little as he held up a little gadget that he pulled out of his pocket. “Yeah? Well thanks for the explanation, the Plumbers are already on their way.”

That made the first Changeling laugh. “Oh please. By the time they get here it’ll already be too late.”

“Is that so?” A familiar voice asked as the real Rook walked out of an alleyway, pointing a blaster at the Changelings. “We keep a tab on all of the new recruits. Benjamin is no different, when you assaulted him we took notice. I have been watching his apartment for the last few days, just in the likely case you would try to capture him once again.”

That made the Changelings hiss at the Plumber while the first Changeling scowls. “It doesn’t matter. You are still no match for us.”

“Miss Shy, could I have my Omnitrix back please?” Benjamin asked Pony Shy, stepping forward between the Changelings and his friends. “Also, Rook. We have a code of ten twenty six.”

“Understood.” Rook said, getting between Benjamin's friends and the Changelings as well.

Pony Shy pressed down on the dial, changing back to her pony form before giving the Omnitrix back to Benjamin while the Changelings continue to glare at them.

“You all get somewhere safe.” Benjamin said, putting the watch back on before it beeped.

“Uncataloged DNA detected, will be unable to transform until scanning is completed.”

“Well shit.” Benjamin muttered as a Changeling rushed at him before Rook used her blaster to shoot it with a stun blast, causing it to fall to the ground. The other Changelings hiss and they were once again covered in that same goop before they started to change. Two of them became Pyronites, one became an Appolexian, two turned into Tetramands while the first Changeling, who was most likely the leader, became a Vaxasaurian and towered over them.

“I believe we may be in trouble.” Rook said while she and Benjamin backed up a bit while the lead Changeling chuckles.

“Indeed you are.” it said.

“Stupid watch.” Benjamin muttered as one of the Tetramands rushed forward and grabbed him by the neck. Only for a yellow blur to hit it in the chest, making it let go and send it flying across the street. Everyone stared in shock as Pony Shy stood in front of Benjamin, her eyes narrowed and were now blood red.

“Are you ok Ben?” Pony Shy asked him.

“Y-yeah.” Benjamin said in surprise. “Didn't think you'd be a fighter.”

“Yeah, I get that a lot.” she said as she continues to glare at the transformed Changelings while the Tetramand she knocked back started to get up. “How soon can your watch turn back on?”

“I'm not sure, it's scanning some DNA not in its database.” Benjamin said with a slight frown as he looked down at his Omnitrix, before looking up as a shadow fell over them. The Vaxasaurian changed Changeling tried to grab Benjamin as well, before he backflipped out of the way. “Rook, I need a weapon!”

Rook nodded as the three fighters moved away from the Changelings, passing Benjamin the weapon she had been using while pulling out another blaster herself. “This shall not be easy.”

“No it will not. Even if I go all out, I’m not sure I can take on Humongosaurs species. The others maybe.” Pony Shy said before shaking her head and looked at Ben. “But that’s if I don’t have to worry about my daughter and the others. Which means you need to get them to safety because without your watch, you might just get in the way.”

Benjamin raised an eyebrow at her but smirked a little. “Maybe, but the farther away from the DNA sample I go the longer it'll take. Until eventually I'll be locked out of the Omnitrix completely.” He said, before looking back at the others. “Go back to the apartment, we'll handle this!”

The Pyronites blasted the three with flames, as Benjamin twirled the weapon Rook gave him. Everyone watched as it shifted into a shield that he used to block the flames. “Let's go!” Scootaloo said, running back to the apartment.

“Wait what about them?!” Kipo asked, looking back at Rook, Benjamin and her mother, concern on her face.

“Do not worry, we will be fine.” Rook said with a small smile.

“B-but-”

“Kipo, we’ll be fine. I promise.” Pony Shy said, giving her daughter a reassuring smile. “But we need you all to get to safety.”

Kipo nodded a little as the group ran inside while Benjamin blocked a punch from a Tetramand, his eyes widening a little in surprise before he jumped away. “So that's it…”

A roar was heard as the Appoplexian Changeling charges at the group only for Pony Shy to come in and tackle it before kicking it away. “What’s it?” she asked before flying out of the way of a Pyronites flames.

Benjamin chuckled a little. “This isn't the first time I've fought a Tetramand.” He said blocking another punch from the same changeling, before in one fell swoop shifting the shield into a bow staff and smacking it away. “They are way weaker, I'm betting they can't copy the aliens' abilities fully!”

“We can copy their abilities just fine.” the lead Changeling said as she used the Vaxasaurion’s ability to increase their size, now fully towering over everyone.

“I believe now would be a good time for the Omnitrix to work right about now.” Rook said as she, Pony Shy and Benjamin stepped back as the lead Changeling stomped over to them.

Benjamin frowned as he glanced at the Omnitrix, tapping it as nothing happened. “Looks like it's still off…” he frowned before spinning the bow staff. “I'll handle the Vaxasaurian.”

“Do you really think you can take that thing on?” Pony Shy asked, pointing at the huge dinosaur-like alien.

Benjamin grinned a little more. “Trust me, I've been one. I know its weaknesses.”

“But you’re just a human and that thing is almost as big as a dragon!” Pony Shy said before the lead CHangeling roars and slams its fist where the trio were but they quickly got out of the way with Rook firing as many stun beams as possible from her blaster only for one of the Tetramands to attack her.

“Exactly.” Benjamin said with a smirk, rushing at the Vaxasaurian at a great speed. Using the bow staff to hit away the big palukas hands as he slid on the ice, using the staff to turn by jabbing it into the ground and using the momentum all at once to fling himself up into the air. Benjamin smirked as the Vaxasaurian looked around on the ground for him, spinning the bow staff again as it converted into a bow.

“Boss above you!” One of the Changelings yelled as Benjamin fired multiple arrows of energy at the dinosaur-like alien, striking the back of its neck and head causing it to stumble as he flipped around in the air landing on its arm before jumping down to the ground and sliding along the ice again while using the bow to fire an arrow with a string attached to it around the monsters legs, restricting its movements and making it trip, causing it to fall and slam its head onto the ground.

“Why you no good-” he turned to see both the Pyronite and Appoplexian Changelings rushing at him with the Pyronite chucking fireballs at him.

Benjamin winced a little as he gripped his right shoulder, grumbling as the Vaxasaurian changeling shifted back to its normal form to escape the rope. “DNA scan completes all functions available.”

“Ben!” Rook yelled, grabbing the bow from Benjamin and using it to block the on coming attacks. She managed to block the fireballs but when the Appoplexian Changeling struck the shield, she was knocked back by the blow but before she could crash into anything, Pony Shy came and caught her.

Benjamin groaned as he smirked up at the Appoplexian Changeling, touching his Omnitrix before shifting into a tall humanoid pony with a red mane and light orange coat. A spiked pad on his shoulder as he unfurled his wings and lit his horn with magic. “Let's see how you deal with Sun Strike!”

“What the hell is that?” the lead Changeling questioned.

Benjamin smirked a little as he levitated all the Changelings into the air, as Rook and Pony Shy watched from a little bit away. “An Alicorn.” He said before spinning the Changelings around at high speeds.

“What?! Release us at once!” the lead Changeling demanded angrily.

“No.” Benjamin said, slamming them into the ground hard before spinning them again. That knocked out the two Pyronite Changelings immediately while dazing the rest. Benjamin clutched his fists in anger as he slammed them down onto the concrete more. “You think you can just suck the emotions out of others!? You think you can force me to remember the death of my niece as if it's nothing!?”

He was about to slam them down again but two voices called out, “Ben stop!” he felt two hands on his shoulders, making him look back to see both Sunset and Human Shy. “They had enough.”

Benjamin clenched his teeth in anger as he shook a lot, dropping the changelings from his magic as he turned back to normal, holding his arm a little. Rook looked at the Changelings, seeing that all of them had returned to normal while Benjamin was slamming them down into the ground. They all had broken or cracked shells with blood leaking from said wounds and each one of them were unconscious.

Rook looked back at Benjamin with a sad frown, pulling out a communicator. “This is Rook, we will need medical aid… and Magister Tennyson.”

Chapter end.

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