Author's Note

Hello! This is a crossover with my friends story. Here's the link to his prime Paige. https://www.fimfiction.net/user/335706/OPTIMUSPRIMEG1

And the link to the story itself.

https://www.fimfiction.net/story/506521/equestria-and-the-wonderbeasts

I hope you all enjoy this three part crossover!

Benjamin meets Kipo part 1

The group of girls stared at Benjamin and Scootaloo in shock, while processing what they just heard. Rainbow Dash in particular stared in shock, shaking her head a little as she fell backwards on her butt. “T-that can't be…”

Benjamin sighed and crossed his arms. “She told me herself.”

Scootaloo whimpered a little as she rubbed her arm, looking away sadly as Fluttershy slowly knelt down in front of her. “S-so it's true…?”

The young woman nodded sadly as she looked away. “Y-yes… three years ago my dad left for work… and my mom died when I was born…”

“Wait work? Where does he work?” Applejack asked with a frown.

Scootaloo shook a little, tears filling her eyes as she slowly pointed at Benjamin. “H-he's a plumber… b-but before Benjamin showed up i thought he was a normal one…”

Benjamin's eyes widened in shock, his fist clenching a little. “What…?”

The young girl nodded again with a whimper. “I-I don't even know if he's alive.”

“That ain’t right.” Applejack said with a frown before she looked at Benjamin. “Do ya have any way to look for him?”

“Maybe, I'd need his name.” Benjamin said, crossing his arms with a frown as Rainbow Dash shook her head a little.

“I-I'm a horrible friend and sister…” She whispered, tears starting to form in the corners of her eyes.

Fluttershy hugged her gently. “No you aren’t Rainbow.”

“Yes I am!” Rainbow Dash exclaimed, now fully tearing up. “All the signs were right in front of my face! All the times she acted nervous when I asked if she wanted a ride home! All the time she was excited to simply sleep over! Hell, now that I think about it she's been wearing the same outfit the entire time I've known her!”

“Dash calm down. Please. Anyone couldn’t have noticed either. None of us did so you don’t have to beat yourself up about it.” Applejack said, trying to calm down her friend.

“But you guys aren't her sister!” Rainbow Dash shouted as her whole body shook. “I-i'm so sorry Scootaloo…”

Scootaloo frowned as she went over and hugged Rainbow Dash. “No I'm sorry, I should have told you… I was afraid you wouldn't think I was cool or wouldn't want to be around me anymore…”

Rainbow Dash was shocked to hear that. “Scoots, I would never think that! Being cool has nothing to do with me caring about you!”

Scootaloo started sobbing as she shook more. “Before I met you guys, I've been alone for two years so I've gotten used to it and didn't want someone's pity. Even after meeting you guys I didn't want your pity."

“Scoots” Benjamin said, kneeling down next to her to place a hand on her shoulder, making her look at him. “It’s ok to take pity from others. Especially after going through something like you did.”

Scootaloo shook her head as she sobbed. “N-no…I-I…”

Benjamin frowned more as he gently pulled her into a hug. “Now I know why you were so scared about me becoming a Plumber.”

Scootaloo just sobs into his chest, staining his clothes with her tears but he didn’t care as all he cared about was comforting the poor girl.

Everyone frowned a little bit more, each one slowly hugging Scootaloo to show her that they were there for her. Benjamin in particular gently rubbed her head, resting his on hers while humming a soft tune. This caused Scootaloo’s sobs to slowly die down until they were mere whimpers and sniffles so Benjamin continued to rub her head and hum.

Applebloom and Sweetie Belle hugged their friend closer while Benjamin sighed a bit. “I'm sorry Scootaloo, no one should have gone through what you did. But I promise I'll try and find your father.”

“O-ok Ben.” Scootaloo quietly said followed by a sniffle.

Benjamin smiled softly as he rubbed her head some more. “How about you sit on the couch and I'll make some hot coco.”

She slowly nodded her head. “I-I would like that.”

Benjamin smiled a little while picking Scootaloo up and settling her on the couch, slowly making his way to the kitchen to make the coco while Applebloom and Sweetie Belle hugged their friend again. “Y-you're very good with kids.” Fluttershy said softly, following Benjamin.

“Yeah… like i said before, I helped raise my niece before she…” He said, before sighing softly.

Applejack places a comforting hand on his shoulder. “Ah know what yer goin through, Ah lost mah parents a few years back. But Ah gotta say, it's a really good thing yer doing fer Scootaloo.”

“Yeah, thanks dude.” Rainbow Dash said, frowning as she looked back at Scootaloo sitting on the couch. “I just wish I had known sooner…”

“Darling, there was no way you could have known she was going through this. You do not need to beat yourself up like this.” Rarity told the rainbow haired girl.

“Yeah Dashy, the important thing is now we know. So whenever Benjamin is off being a space cop, we can help her!” Pinkie said with a smile.

“But we could’ve helped her a lot sooner. You heard her, she said she spent two years alone before meeting us.” Rainbow Dash said, tears starting to form in her eyes once again.

Benjamin frowned a bit before going over to Rainbow and smacking her. “Snap out of it.” He said, shocking everyone. “I know you care for Scootaloo like a sister, and I know you feel terrible for what's happened. But that's the past, and right now. She just needs us all to be there for her. Not to pity her and make ourselves feel bad. The big question now is, now that you know, what will you do?”

Rainbow Dash was silent due to the shock that Benjamin had slapped her before she shook her head to snap out of it and gained a determined look in her eyes. “I’m gonna be there for her when she needs me to be.”

He smirked a bit and nodded. “Good, because right now all she needs is to be treated the same. And not seen as different because of her circumstances.”

“It’s gonna be hard after knowing what she's been through.” Rainbow Dash said and the others nodded their heads.

“Yeah, but the thing about that is. The hardest things are the most rewarding.” Benjamin said with a grin, as he put some whipped cream on top of three hot cocoa mugs, before putting shredded chocolate on top with a wafer stick sticking out and adding a little more whipped cream to the top of that before putting marshmallows on the stick and toasting it.

“Oooh! Those look good!” Pinkie commented, eyeing the three mugs.

“I know right? I saw these in a movie.” Benjamin said with a grin, picking up the tray and moving it before making more mugs of the same hot chocolate. The girls watched him in confusion while he worked on the extra mugs, raising eyebrows once he had finished nine mugs of cocoa.

“Ah don't think our sisters should drink that much cocoa.” Applejack said with a small frown.

“They're only getting one each.” Benjamin said with a chuckle, picking up the tray of cocoa and walking into the living room.

Scootaloo looked up after smelling the scent of coco and was a bit surprised to see the mugs. “W-whoa, those look pretty good.”

Benjamin smiled a little as he gave each of the girls a mug. “I wish I could take the credit for it, but I copied it from a movie.”

“That’s fine Ben. As long as it’s tasty and would help Scoots feel a little better it don’t matter if ya copied it from a movie.” Applebloom said as she and her friends accepted the coco.

Benjamin chuckled a bit as he took his own mug, while looking at the older girls. “Are you guys gonna have some or what?”

They all nodded their heads and took a mug before drinking some of the coca, except Pinkie who just chugged the whole mug until their was nothing left. She licked her lips clean of any whipped cream and coco that remained while making a satisfied sound. “That was good!”

“Y-yeah, it is pretty good Ben.” Scootaloo said, sporting a small smile on her face.

Benjamin smiled a little as he gently rubbed her head. “Glad you like it. Are you feeling any better?”

“A little bit.” she said before taking another sip of her coco.

Rainbow Dash grinned a little as she walked over to Scootaloo. “You know Scoots, I've got some spare time later. Wanna hit up the soccer field and I can teach you some moves?”

“I guess.” Scootaloo said.

Rainbow Dash frowned a bit as she glanced at her friends, who also had frowns while Benjamin smiled a little. “If you're not up for that we can do something you want to do.”

Scootaloo shook her head. “No, it’s fine. We can go practice.”

Rainbow Dash grinned a bit. “Alright, let's go. And you know, Benjamin still owes me a sparring match. Wanna watch me kick his butt?”

Scootaloo covered her mouth to suppress a laugh while Benjamin grinned. “Try it Skittles.”

Everyone watching smiled a little as they see Scootaloo cheering up a little after what happened earlier. “Well let's get going!” Pinkie said with a wide smile. “We can all play a game of soccer before seeing someone's butt get kicked!”

That caused everyone to laugh a little. “Alright, Ah guess Ah can play one game.”

“I um, I think I’ll just watch if that’s ok with everyone.” Fluttershy said.

“Of course it is Shy, we know yer not into sports.” Applejack said with a smile.

Fluttershy smiles a bit in appreciation before Rainbow Dash spoke up. “Let’s finish up our coco so we can get that game started. The sooner we do, the sooner I can whoop Ben’s butt.”

Benjamin grinned a bit when Scootaloo covered her mouth to suppress another laugh. “Don't get too cocky, I'm a good fighter myself.”

“We’ll just see about that.” Rainbow Dash said, cracking her knuckles a bit.

Benjamin rolled his eyes with a grin. “If that's the case, how about we spar before the soccer match? That way neither of us can complain about being tired.”

“Well that depends if the squirt wants to do that instead of playing a game first.” she then looked at Scootaloo. “What do you say Scoots? Want to see which of us can kick the others butt first or after the soccer game?”

Scootaloo grinned a bit as she tapped her chin. “Before. Benjamin is right, if you wait for after the game you'd be tired. And I wanna know who's cooler.”

“Well I guess we’re sparring first then.” Benjamin said though he was still grinning.

“But may I ask where you two are going to spar? It is snowing outside in case you’ve all forgotten.” Rarity piped up.

“Oh right, we were supposed to spar at the gym in school.” Rainbow Dash said with a small frown, before grinning. “How about we go to the local dojo and see if they're open?”

Benjamin nods his head. “Alright, it’s worth a shot.”

Everyone smiled a little while getting their coats on, except for Scootaloo, who stood by the door in her old ragged coat. “Hey kid.” Benjamin called to her, before throwing a brand new coat over her head. “That's for you.”

“Wait really?” Scootaloo asked and Benjamin nodded, making her smile as she took off her old coat and put on the new one. “Thanks Ben.”

“Course, if you're staying with me I'm not about to let you freeze.” Benjamin said with a grin, before holding out a bag to her. “Here's a hat and some gloves as well if you want them.”

“Thanks.” she took the hat and gloves out of the bag and put them on. “I think I’m ready now.”

“Let's go then.” Benjamin said with a grin, putting his hands in his pockets while everyone walked ahead of him out the door. He paused for a moment in confusion as he pulled out a necklace out of his pocket, raising an eyebrow in confusion. “Where'd this come from?”

"Hello, my n-name is Kipo Shy, daughter of Fluttershy, i-if you wish to summon me then j-just call out purple jaguar and I’ll come t-to help. Just please don’t be a bad guy."

Benjamin blinked in confusion for a moment, humming to himself. ’Maybe meeting another cool Displaced person could help cheer Scootaloo up.’

“You coming Ben?” Scootaloo asked, looking at him from the door.

“Huh? Oh, uh yeah.” Benjamin said with a smile, slipping the necklace into his pocket again and following her. ’I'll summon her tomorrow or something.’

He exited the building with the girls all waiting for him outside. “Did you have to do something before you came out?” Rarity asked him.

“No, just found something weird is all. But it's all good.” He said with a smile.

“Oh, ok.” Rarity said before Benjamin spoke up.

“Come on, let’s get in my car so that way we’re not all freezing while searching for that dojo.” Benjamin said.

“Sweet, we get to ride in the super cool car again!” Scootaloo said with a smile, running over to Benjamin's Ferrari.

“You know, people are gonna question how you managed to get one of these.” Applebloom said.

“I'll just tell them I bought it out of town.” Benjamin said with a small shrug as he opened the door to the car for everyone. Once everyone was inside, he got into the driver's seat.

“Alright, now let’s find ourselves a dojo!” Rainbow Dash declared.

Benjamin grinned a bit as he drove off, typing something into a computer on the dashboard. “We should be there in a few minutes.”

“Did you already find a dojo?” Sweetie Belle asked.

“Yeah, when I made this car with Jury Rigg I made sure to add a GPS.” Benjamin said with a smile, turning the heat on for everyone.

“Does it show if this dojo is open or not?” Scootaloo asked.

“Unfortunately no, it says it should be open..but the weather may have changed it.” Benjamin said with a small sigh, shaking his head a little. “We'll just have to hope it's open.”

“Oh, ok. Well hopefully it is.” Scootaloo said.

Benjamin smiled a little as he glanced at her in the mirror. “Hey, is there anything you want? Like something you've always wanted but couldn't get before?”

“Something I’ve always wanted?” Scootaloo asked and Benjamin nodded. “Oh, I uh, I don’t know.”

“Really? No, video games, or toys or something?” Benjamin asked, smiling softly once Scootaloo shook her head. “Then in that case, once we're done today. How about we go to the store and you can pick something?”

“Really?” she asked before smiling a bit and nodding. “Ok, I guess we can do that.”

Fluttershy smiled a little as she looked at Benjamin with a light blush. “That's very sweet of you.”

Benjamin smiled a bit more. “Well… I just want her to be happy.”

“And there’s nothing wrong with that. It’s really nice that you are doing your best to make her happy.” Fluttershy said.

Benjamin smiled with a nod as he pulled over to the side of the road in front of a dojo. “Well the sign says open.”

“Awesome! Let’s get in there right now!” Rainbow Dash excitedly said, causing everyone to chuckle a bit before they all got out of the car.

“Excited to get your butt kicked?” Benjamin asked with a smirk, locking the car before heading inside.

Rainbow Dash just smirks back. “Nah, I’m excited to kick yours.”

Scootaloo watched excitedly as the two teens walked over to a mat reserved for guests. “This is gonna be awesome!”

“Hello, I'm the owner here. What can I do for you?” A tanned muscular man with brown hair and eyes asked while walking over to them.

“We'd like to use this mat for a short sparring match.” Benjamin explained with a smile.

The man nodded his head, “Alright. You can use the mat.”

“Thank you.” Benjamin said as he and Rainbow Dash got on opposite sides of the mat. “Ladies first.”

“How gentleman-like of you.” Rainbow Dash said before she threw a punch aimed for his head but before he could block it, she pulled her fist back and hit him in the chest with the other.

Benjamin stumbled back a little and smirked before rushing at her to throw a low punch, before quickly flipping into the air to try and hit her with a roundhouse kick.

She raised an arm to block the kick, wincing a little from the force of the kick, before she threw his leg to the side, causing him to lose balance before kicking him square in the chest. “Gonna have to try harder than that Ben.”

Benjamin smirked slightly, falling to the ground before in one swift move he spun around and knocked her legs out from under her before landing on his feet upright. Rainbow Dash fell to the ground, landing on her back with a grunt as the wind was nearly knocked out of her. She shook her head a bit and grinned at Benjamin, clearly enjoying the fight. “Now that’s what I’m talking about.”

He smirked again before holding out a hand to her to help her up. “Good thing he's a good sport.” Applejack said with a chuckle.

“Indeed.” Rarity said in agreement.

“Thanks man.” Rainbow Dash said to Benjamin.

“Course, my sensei always told us to make sure to be proper martial artists.” Benjamin said with a grin, before getting into another fighting stance.

Rainbow Dash did the same and the two circled each other, waiting for the other to make a move against the other.

Rainbow Dash noticed Benjamin's eyes darting around, most likely trying to find an opening in her defenses before he rushed forward. “Got ya!” He said, suddenly dropping to the ground to knock out her legs again.

She quickly jumped up a bit, her eyes widening in surprise as Benjamin in a split second used his own momentum to whip around and push the palm of his hand onto her stomach, sending her back a little.

She fell back down to the ground with another grunt. “Whoa, that was so cool!” Scootaloo said in awe.

Benjamin smiled a little as he helped Rainbow Dash up. “Thanks, it took me years to master it.”

“What do you mean? All it looked like you had to do was make her jump with a sweeping kick and just hit her while she’s in the air.” Applejack asked.

“Yeah that's what it looks like, but to be able to not only turn your body on a dime but as well as put enough force into a hit to send someone back takes a lot of strain.” Benjamin explained.

“Yeah, even I know a move like that takes a lot of work to pull off.” Rainbow Dash said as she rubbed the spot where Benjamin struck her. “Man that hurt a little not gonna lie.”

“I'd be surprised if it didn't, it had all my weight and part of my full strength behind it.” Benjamin said with a smirk.

“Are you two gonna keep going?” Rarity asked them.

Benjamin shrugged a bit. “That's up to Skittles over here.”

The rainbow haired girl just grins and cracks her knuckles. “You better believe I’m up for more. No way I’m quitting now when things are just getting good.”

Benjamin smirked a bit as he removed his coat, and Omnitrix from his wrist. “Omnitrix engage lock, voice override Benjamin.”

“Lock engaged.” The watch beeped, before he set his coat and Omnitrix on a chair next to Scootaloo.

“Why’d you take that off?” Rainbow Dash asked with a raised eyebrow.

“To make sure neither of us accidentally activate it. I have a few transformations that could easily destroy this building just by transforming.” Benjamin said, walking back over. “And I locked it so the girls can't use it.” He said with a smirk, as the older teens saw Scootaloo, Applebloom, and Sweetie Belle trying to use the watch.

“Aw man.” Scootaloo said as she and her friend pout a little, making the others laugh or giggle a bit.

Benjamin chuckled softly, as he blocked a punch from Rainbow. “Trying to blindside me huh?”

“Maybe a little bit.” she said with a smirk before pulling back and attempting to hit him with a low kick.

He grinned a bit, copying her as they both hit each other's shins. “You gotta do better Skittles.” He said, jumping away while thinking. ’Though I am gonna be feeling that tomorrow.’

“Oh I’m just getting started!” she declared as she spun around and hit him in the side with a roundhouse kick, making him wince from the blow before she pulled back and threw a punch.

Benjamin grinned a bit as he threw his own punch at her causing their fists to hit each other’s faces before they stumbled back. “This is getting good!” Benjamin said once he recovered.

“No kidding!” Rainbow Dash said in agreement before she rushed at him.

Benjamin smirked a bit as he dived forward and rolled out of the way, using a foot to trip Rainbow Dash and send her tumbling. She quickly stopped herself by rolling until she was back on her feet before she whirled around to face him.

Her eyes widened a bit as Benjamin rushed at her, giving her barely any time to raise her arms to block a punch he threw at her. She grits her teeth a bit and uses one of her legs to pull one of his from out, tripping him and making fall to his back.

“This is so cool!” Scootaloo said with a smile as Benjamin did a backflip to get up while cracking his back.

“I have to agree.” Benjamin said with a slight smirk.

“Those two are certainly quite skilled.” Rarity commented as both Rainbow Dash and Benjamin rushed at each other.

“No kidding. But it also seems like neither of them are going to be giving up anytime soon so we might be here a while.” Applejack said as Rainbow Dash threw a kick at Benjamin but he raised his leg to block it.

The two continued throwing blow after blow on each other for nearly a half an hour, before pausing for air. “You know… it seems like we're pretty evenly matched…” Benjamin said, panting.

“Ye…yeah.” Rainbow Dash said, out of breath as well. “If we keep this up, we might just pass out from exhaustion and end in a tie.”

“Well… that wouldn't exactly be a good thing. Draw?” He asked with a grin, raising a hand for a handshake.

Rainbow Dash just sighs and shakes his hand. “Yeah, it’s a draw. For now at least. Next time I’ll win for sure.”

Benjamin smirks a little. “Yeah ok, next time I'm gonna have militaristic training.”

“Militaristic training?” Sweetie Belle asked.

Benjamin nodded. “The Plumbers are a military Police force group that defends the universe, so I'll need to pass training to work for them.”

“Oh, ok.” Sweetie Belle said with a nod.

“So now what?” Applebloom asked.

“Um, not sure. What does everyone want to do?” Benjamin asked, grabbing his coat and Omnitrix.

Everyone thought about or talked amongst themselves but so far, no one knew what they wanted to do. “Maybe we can g-go back and relax?” Fluttershy suggested.

Benjamin chuckled a bit putting his coat on before remembering the necklace. “Oh hey, I could summon another Displaced.”

“Oh? Who?” Rainbow Dash asked, raising an eyebrow a bit.

“Someone named Kipo.” Benjamin said, before reaching into his pocket and pulling out the necklace. “Her message said she's the adopted daughter of her world's Fluttershy.”

“Really?” Fluttershy asked.

Benjamin nodded a little. “Yep, she sounds pretty shy herself as well. What do you say Scootaloo? Wanna meet another Displaced?”

“Sure! She might be fun to meet!” Scootaloo excitedly said.

Benjamin smiled and nodded, looking around a little. “Let's head back to the apartment in case she brings someone with her.”

“Yeah! Like a super big pony or something!” Pinkie said, making her friends look at her in confusion.

“Let's just go.” Benjamin raised an eyebrow before shrugging and going to his car. The others all followed him and got in before he started driving back to his apartment.

“What do you think this Kipo girl is gonna be like?” Applebloom asked.

“I'm assuming she'll be able to shapeshift like me, if her name is anything to go by.” Benjamin said, stopping at a red light. “But only into animals, and she won't have an Omnitrix.”

“Really? That’s pretty cool if you think about it.” Rainbow Dash said.

“Not as cool as aliens though.” Scootaloo piped up, making everyone chuckle.

Benjamin smiled a little. “Yeah, I gotta agree with you there. But if I remember right, she can change different parts of her body into different animal parts. For example a cheetah with a rhino horn. That is if it's who I'm thinking of.”

“Really? Cool!” Scootaloo exclaimed, even more excited to meet Kipo.

Benjamin laughed a little. “Don't get too discouraged if it's not who I'm thinking of… either that or I'm not remembering their abilities right. It has been a few years since I saw that show.”

“Eh, it doesn’t really matter what powers she has or not so it’s fine if you’re not remembering it right.” Rainbow Dash said.

Benjamin chuckled softly as he pulled up to the animal shelter/apartment. “Alright, let's do this.”

Everyone got out of the car and entered the animal shelter/apartment. “Should we close the blinds so no one can peek inside?” Fluttershy asked.

“Yeah, I'll get them.” Benjamin said as they walked up the stairs, noticing a box on the coffee table. “Huh?” He said in confusion, grabbing the note and reading it with a chuckle. “Wow, ok then.”

“What is it Benny?” Pinkie asked him.

“The entire DVD set of the Ben 10 franchise, with these I can show you guys everything I'm able to transform into.” Benjamin said walking over to the curtains and closing them. “They're from my reality, a guy named Professor Paradox gave them to me.”

“Wait, so these can show us what you can transform into? Sweet!” Rainbow Dash exclaimed. “We should watch these as soon as possible!”

“Maybe once we're done talking to Kipo.” Benjamin said with a chuckle.

“S-should we get some snacks ready for her just in case she’s hungry?” Fluttershy asked.

Benjamin hummed a bit. “Maybe, but we don't know what she eats.”

“We could just place some random things out, like fruits, veggies and other stuff. That way she can choose what she wants to eat so we don’t have to guess.” Applejack suggested.

“Alright.” Benjamin said with a small shrug, going over to the kitchen. After a few minutes, he came back out with a couple of plates with different kinds of food and placed them on the coffee table. “Alright, I got the food ready. Now, who’s ready to meet Kipo?”

“Me!” The three crusaders yelled.

Benjamin just chuckles a little as he pulls the necklace out again while everyone backs up a bit to make some room just in case Kipo brought someone with her. “Ok. Purple jaguar.” Benjamin said and not a second after he said that, a purple mist appeared in the center of the room before it spread and filled the entire area, making it difficult to see.

“What in the world?” Benjamin asked in confusion, looking around a bit through the mist. “Uh hello?”

The mist then started to clear up, however, when it did, a girl with pearly purple skin with spiky pink lavender hair was in his face, her magenta eyes full of curiosity and excitement. “Hi!”

“Whoa!” Benjamin yelled, backing up a little. “Hi… I take it you're Kipo?”

Benjamin looked her over to take in her appearance. She was pretty close to his height if her being able to look him in the eyes was any indication, though she does seem to be an inch shorter than him. She was wearing a simple white shirt and baggy shorts with a pair of goggles around her neck that looked to be a bit too big for her. However, the most striking thing about her was the fact that certain parts of her body were more animalistic. Her arms had spots covering them and from her knees down were covered in fur and ended in paws. Her ears were replaced by cat-like ones and she had a spotted tail that lazily swished behind her. Overall, she looked like some sort of combination of human and animal.

Kipo nodded her head, grinning at him, and also showing off a set of sharp fangs. “Yep! My names Kipo! What’s yours?”

“Benjamin.” He said with a smile. “You look cool as hell.”

Kipo tilts her head a bit. “Hell?”

“Please do not teach my daughter bad language, I don’t want her to say those words.” another voice, this one sounding like Fluttershy said from the still departing mist. Everyone turned and went wide eyed when they see a pony who was as tall as a grown adult. She had butter yellow fur and a pink mane and tail that was styled similar to Fluttershy’s with blue eyes and three pink butterflies on her flanks.

“Whoa.” Human Shy said softly, looking at her counterpart.

“Dang, I didn't expect to see a pony so big.” Benjamin said, looking up at the mare.

“Uncataloged DNA detected.”

“Who said that?” Kipo asked, looking around the room.

Benjamin chuckled a bit as he held up his Omnitrix. “This did, it scanned and sampled your mom's DNA. Now I can transform into a pony.”

“You can?” Pony Shy asked and Rainbow Dash piped up.

“Yeah, though I wonder what he’ll look like as a pony.” the rainbow haired girl said and it looked like Pony Fluttershy and Kipo took notice of the other people in the room.

Kipo lets out a gasp. “More humans?!” she exclaimed, more like shouted, her voice just full of excitement as the biggest smile spread across her face.

“I take it you haven't seen many humans since being Displaced?” Benjamin asked with a grin.

“She’s only met three before meeting you.” Pony Shy said as Kipo rushed over to the group, still smiling.

“Hey momma, these girls kinda look like aunties.” Kipo said, making Pony Shy look over and tilt her head a bit.

“Actually, they kinda do.” her and Kipo then look at her human counterpart, making Human Shy fidget a little.

“You look just like momma, except a human.” Kipo said.

“Because they are.” Benjamin said with a smile, walking over to his friends. “Meet Applejack and Applebloom, Rainbow Dash, Scootaloo, Rarity, Sweetie Belle, Pinkie Pie, and finally Fluttershy. But as you can see they're humans in this world.”

“Hi! It’s nice to meet other versions of my aunts and friends.” Kipo said with a friendly wave.

“Hi, do you have cool animal powers? Benjamin said you might have cool animal powers!” Applebloom said with a smile.

“Well I wouldn’t exactly call them cool. I mean, they are helpful at times.” Kipo said with a shrug. “But yeah, I do have powers. Why?”

“Can we see?” Sweetie Belle asked with a smile.

“Um, you kinda are.” Kipo then gestures to the animal parts on her. “I kinda used my powers to give me jaguar features. I don’t know why I just feel more comfortable like this.”

“Oh…” The three said with blinks of confusion, as Benjamin rolled his eyes.

“We have snacks as well if you guys are hungry.” Benjamin said to the two while gesturing to the coffee table.

“Ooh! What kind of snacks?” Kipo asked as she rushed over to the table.

“Fruits, chips, cookies, we weren't sure what you'd like.” Benjamin said with a smile.

“That’s ok. I’m fine with this.” Kipo said as she ate a couple of cookies while Pony Fluttershy sits down and looks at Benjamin.

“So, is there a reason you have summoned my daughter? Just to let you know, she isn’t a fighter so don’t expect that from her.” she said.

“Oh, um. Not really, mostly to talk. See the last few days here have been…” Benjamin said before pausing for a moment.

“Hectic.” Scootaloo said, looking down a little.

“How so?” Kipo asked through a mouth full of cookies.

“Kipo, it’s rude to speak with your mouth full.” Pony Shy lightly scolded.

“Sorry.”

“Well let's see… within about three days or so, I met these girls, met a Minecraft Displaced, fought the Forever Knights, and an alien that destroyed most of the city, joined a military group, and took Scootaloo in, oh and earlier today…” Benjamin paused, looking at Scootaloo with a worried frown.

“It's ok… you can tell them.” She said with a sad smile.

“Tell us what?” Pony Shy asked while Kipo stopped eating, both of them giving them concerned looks.

Benjamin frowned a bit more as his friends nodded a little, while Rainbow Dash set her hands on Scootaloo's shoulders. “We… found out Scootaloo had been homeless for the last three years or so.” Rainbow said.

Both Kipo and Pony Shy let out a gasp. “Oh no! That’s terrible!”

Scootaloo smiled sadly. “My dad left for work, and… I don't know what happened. But thanks to Benjamin I have a place to stay now!”

Benjamin smiled softly as he rubbed her head gently. “Yeah, like we said the last few days have been hectic. So we wanted to relax a bit and make a new friend.”

Kipo then hugs Scootaloo, surprising the girl. “I’m so sorry that you were homeless for so long! No one should have to go through that!”

Scootaloo smiled slightly as she hugged her back. “Thank you, but it's ok now. Benjamin took me in.”

Human Shy walked forward with a gentle smile. “He even got her some new clothes and a coat, he's a very sweet person.”

“Yeah, he is.” Scootaloo said.

“Well, I’m glad that someone like him took you in.” Pony Shy said.

Benjamin chuckled a bit with a small smile. “I was on the streets for a few years as well, so I understand how it feels.” He said, ruffling Scootaloo's hair. “But getting away from the sad topics, would you two like to see this world?”

Pony Shy and Kipo, after letting go of Scootaloo, nodded their heads. “Yes please.” Kipo said.

“Alright, you'll need ID masks to blend in then.” Benjamin said, walking over to a black chest with blue trims.

“ID masks? What are those? And why do we need them?” Kipo asked.

“Humans here aren't… used to ponies all that much.” Benjamin said, looking at her while opening the chest. “And I don't want to cause a panic or draw the attention of the government. And ID masks are special masks you can wear to make you both look like humans.”

“Oh, I don’t really need one since I can do this.” suddenly, the jaguar features on Kipo disappeared, leaving her looking like a full human though she got an uncomfortable look on her face the moment they disappeared. “I can bring out my jaguar features whenever and even put them away but I like to keep them out. Feels more comfortable that way. Don’t know why.”

“Huh, that's neat.” Benjamin said with a smile. “But if it's more comfortable for you, you can still use the ID mask to keep the spots and look human.”

“Ok.” Kipo said and her jaguar features quickly popped back, making her sigh a bit in relief.

“Quick question though.” Pony Shy said, making Benjamin look at her. “You said these masks would make us look like humans. Is it like a type of illusion? If so, wouldn’t that mean if someone were to bump into me, they wouldn’t feel a human body but a pony body instead?”

“Uh… you know I'm not honestly sure.” Benjamin blinked a bit, looking confused. “I'm not sure if anyone other than a bipedal has used it.”

“Then what do we do if what Pony Shy is saying is true? If those things are just holograms then that means the slightest bump would make people suspicious.” Rainbow Dash said.

“Ah’m sure there’s something we can figure out.” Applejack said.

Benjamin hummed slightly before smiling, and going over to Pony Shy. “Can I see your hoof?”

“My hoof? Um, ok?” Pony Fluttershy said as she held out her hoof to him.

“What are you gonna do Mr. Ben?” Kipo asked him.

“I'm letting her borrow this.” Benjamin said, removing his Omnitrix and slipping it onto Pony Shy’s hoof. He grinned a bit as he touched the watch, making it turn yellow for a moment as a new silhouette appeared. “And now.” He muttered, pushing the dial pad down shifting her into a human that looked exactly like Human Shy except she was wearing a bodysuit.

“Whoa! That’s so cool!” Kipo excitedly exclaimed as she ran all around her mother, examining her new human form while Pony Shy looked shocked.

“I’m a human now?” she asked.

“It's only temporary.” Benjamin said with a smile. “That watch lets whoever is wearing it to transform into different species, so now you can blend in and we can say you and our Fluttershy are twins.”

“Any species? You mean it can turn you into anything?!” Kipo asked, a huge grin forming on her face.

“Well… anything with the ability or affinity to talk.” Benjamin said with a smile, before looking at Pony Shy. “Omnitrix, engage form lock. Code ten ten.”

“Form lock engaged.”

“Form lock?” Pony Shy asked.

“My transformations have a time limit, that code makes it so you won't turn back in the middle of something.” Benjamin said with a smile.

“Oh, ok.” Pony Shy said in understanding.

“Can I try transforming into something? Please?” Kipo asked, giving him the biggest set of puppy dog eyes ever that it made everyone, aside from Pony Shy, clutch their chests were their hearts were due to nearly suffering from cuteness induced heart attacks.

Benjamin’s eyes widened at the sight, clutching his own chest as well but frowned a bit. “S-sorry b-but no.”

Kipo pouts a bit. “Aw, why not?”

“Because there are a lot of dangerous transformations in it.” Benjamin said with a slight frown.

That seemed to make both Kipo and Pony Shy a little worried. “H-how dangerous?”

Benjamin shrugged a bit. “One made out of fire, another made out of crystals, one that can alter all of reality but to do anything you need to convince two polar opposite personalities to agree.”

“Yeah, I think it’s best if Kipo doesn’t use it.” Pony Shy said while Kipo looks down, clearly upset but understanding the reason why.

“Then again… there are some that are harmless. Like The Worst or Walkatrout.” Benjamin said with a small shrug.

“Wait, you got an alien that’s called The Worst?” Rainbow Dash asked with a small snicker.

“Wait, aliens?” Kipo asked. “They’re aliens?”

“Yeah, and yeah.” Benjamin said to both Rainbow and Kipo. “The Worst is a yellow blob with arms and legs who's basically indestructible but you feel all the pain. And yes they're aliens, I'm a Ben 10 Displaced.” He just got a blank look in response, making him chuckle as he shook his head. “How about we all go around town a little and when we get back we can watch the TV show.”

“Ok!” Kipo said while Pony Shy just smiles.

“Cool… um… where should we go?” He asked his friends, his book bag glowing a little from the inside out.

Pinkie noticed this and pointed at it. “Your bags glowing Benny!”

Benjamin raised an eyebrow as he looked at his bag, grabbing the book Sunset had given him out of it. “Oh, it's Sunset's book.”

“Is she or Twilight sending a message?” Rainbow Dash asked.

Benjamin opened the book and read the page that was glowing. “Sunset says she's coming back through. Twilight did a scan and said Sunset isn't in heat.”

“Heat?” Kipo asked and Pony Shy quickly spoke up.

“It’s nothing you need to worry about dear.” Pony Shy then shot a look towards Benjamin before saying in a sweet tone that hid her annoyance. “Please watch what you say around her. Ok?”

“Oh sorry, I figured she knew. She doesn't seem much younger than us.” Benjamin said with a small frown.

“She’s thirteen. And no, she didn’t know.” Pony Shy said.

“I'm fifteen.” Benjamin said with a slight shrug.

Pony Shy just sighs. “Just watch what you say please? I don’t want her to be curious about something she isn’t ready to learn about yet.”

“Fair enough.” Benjamin said with a shrug as he went over to the door. “So, first we're gonna pick up Sunset. And head out, we can go to the carnival.”

“What’s a carnival?” Kipo asked him.

Pinkie Pie lets out a gasp. “You don’t know what a carnival is?!”

Kipo shook her head as Scootaloo smiled. “It's a fun place where we can play games and win prizes, plus eat really yummy food… I haven't been to one in years.”

“Then let's get going.” Benjamin said with a small chuckle, holding the door open for everyone.

“There’s just one problem.” Rarity said, making everyone look at her. She then points at Kipo. “She isn’t exactly dressed properly for the cold.”

“The cold?” Pony Shy asked.

“It’s snowing here.” Rarity explained.

“Oh, right.” Benjamin said, shaking his head, walking over to a closet and grabbing an extra pair of pants and coat before grabbing the mask he had pulled out of the chest earlier. “Here, she can use these.”

“Thank you.” Kipo said as she took the items. “But um, what about my feet?” she gestures to her paw-like feet.

Benjamin hummed a bit. “I'm not sure if I have extra shoes… with the ID mask I can make it look like you have shoes if you wanna make them have fur and such.”

“Oh, ok.” Kipo said.

“But wait, wouldn’t her feet freeze?” Scootaloo asked.

Benjamin chuckled a bit. “Scootaloo, animals with fur on their feet don't freeze.”

“Wait, really?” she asked.

“Well, sort of. It all depends on the animal. Some species can’t really tolerate the cold while others are great at tolerating it.” Kipo explained. “But the jaguar is one of those animals that can tolerate the cold.”

“Or she could probably make her feet look like a polar bear if she wants to.” Benjamin said with a chuckle as he fiddled with the mask.

“Um, I can’t do that.” Kipo said, making everyone look at her in confusion.

“You can't?” Benjamin asked, raising an eyebrow with a hum. “Guess I was wrong about your powers.”

“The only animal I can shift into is a jaguar.” Kipo said then sheepishly rubbed her arm. “Well, kinda. I can shift different parts into a jaguar limb, like my feet, ears, eyes and stuff but that’s pretty much it. Momma did say I can shift into a full jaguar one day though.”

“Oh… maybe I somehow confused your powers with Beast Boys…” Benjamin mumbled a bit as he shook his head. “If you want shoes we can stop at a store.”

Kipo nodded her head. “Sure.”

Benjamin nodded a little as he passed her the ID mask. “Ok, just put it to your face and it should simply make you look like a human.”

Kipo nodded and puts the mask on and immediately her jaguar features disappeared, leaving her with human ones while the maks changed to look exactly like hers. “That mask can change too?” Pony Shy asked, surprised to see such a change while Kipo looked at herself in awe.

“Wow, it looks like my jaguar features are gone but I can still feel them!” she said as she touches her ears.

“You were right.” Benjamin said, looking at Pony Shy. “It's more of an illusion than a full transformation, it's very useful for visiting aliens or dimensional guests.”

Pony Shy nodded before looking at Kipo. “Go and get ready so we can head out.”

“Ok momma.” Kipo said then left the room for a bit before coming back, wearing the coat and pants. “I’m ready.”

“Cool, let's go.” Benjamin said with a smile, the group heading out to the streets and up to his car.

“What’s that thing?” Kipo asked, stepping up to the car to look it over.

“My car.” Benjamin said with a slight grin. “It's… a chariot that moves by itself, that's bigger on the inside than the outside.”

“It can?” Pony Shy asked while Kipo had a look of awe on her face.

“Get in.” Benjamin said with a grin, opening the car door for the two while putting the seat forward.

The two nodded their heads before they, and everyone else, got into the car. Kipo looked around frantically at just how much larger the inside of the car was compared to the outside, the outside having made the vehicle only able to hold five people at Max, while the inside sat everyone comfortably. “Cool huh?” Benjamin asked with a grin as he got into the driver's seat.

“Yeah it is! How is this even possible?! I never seen anything like this before!” Kipo excitedly exclaimed.

Benjamin chuckled a bit. “Alien technology, I used it and a bunch of other scrap to build this.”

“You built this?” Pony Shy asked.

“Yeah, one of the transformations I have is really good with machines and technology.” Benjamin said, turning the car on.

The loud rumble of the cars engine made both Kipo and Pony Shy jump with Kipo clenching her fists a bit, her eyes wide open while her teeth were slightly bared. It honestly looked like she was ready to fight before she shook her head. “T-that kinda startled me a bit.”

“Sorry, I should have warned you.” Benjamin said with a smile, driving away from the animal shelter.

“I-it’s fine. Really.” Kipo said though Benjamin could see Pony Shy giving Kipo a concerned look but remained quiet.

Benjamin frowned slightly as he slowly drove down the street. “If you're uncomfortable we can walk.”

“No, I’m fine. All it did was startle me a bit but I’m good now.” Kipo said again.

Benjamin nodded slowly but still glanced at Pony shy in the rearview mirror, who looked worried still. “If you say so.”

They kept driving in silence for a while, with Kipo looking at the buildings as they drove past. “Wow, human buildings look kind of a lot like the ones from Manehatten.”

Benjamin chuckled a bit. “You don't say?”

Kipo nodded. “Yeah. Well, I only seem them in Aunt Rarity’s pictures of the city when she visited there once so I might be wrong.”

“Well from what I know you're not too far off.” Benjamin chuckled, pulling up to the school building. “Welcome to Canterlot high school.”

“Canterlot?” both Kipo and her mother asked.

“Canterlot is a school here?” Pony Shy asked.

“Yep.” Everyone said together, as Benjamin opened the doors for everyone.

“Huh, weird. Canterlot is a huge city on a mountain in my world.” Kipo said as they all got out. “It’s also where Princess Celestia lives. Princess Luna used to live there but decided to move to Ponyville which is cool since me and my friends can hang out with her all the time!”

Everyone chuckled a bit. “They're the principal and vice principal here, and there's something else as well.” Benjamin said, pointing to a statue as a young girl with hair that resembled Bacon walked out of it. “That statue is linked to another Equestria, not the one you two are from though.”

“Wait really?!” not a second later, Kipo was at the statue, startling the girl next to it, looking like she wants to go in but is staying put and instead is just quickly walking all around it. “This statue actually brings you to Equestria?!”

“What the…” The girl said, looking confused while the group walked up her cheeks turning pink a little when she saw Benjamin.

“Yes it can, it's a magic portal.” Benjamin chuckled a bit, looking at the girl and gesturing to Kipo and Pony Shy. “Hey Sunset, meet Kipo, a Displaced, and her mom Fluttershy.”

“Wait, that kid is a Displaced?” Sunset asked, pointing at Kipo who was now standing in front of the statue. “Aren’t they usually, I don’t know, adults or closer to maturity or something?”

“You realize I'm only fifteen right? And she's apparently thirteen.” Benjamin said with a small chuckle. “But I have no idea, Stanley was the first Displaced I met just like y'all.”

“Well, you got a point there.” Sunset said with a chuckle just as Kipo’s curiosity took over and she stuck a hand through and in the polished stone they could see a hoof matching her colors on the other side.

“Whoa! My arm just turned into a hoof!” Kipo exclaimed as she made her arm wiggle a bit, making the hoof match her movements.

“Careful, don't want to get pulled through.” Benjamin said, pulling Kipo back a little just before a ripple washed over the portal. “Or have your arm cut off when it closes.”

“O-oh, my bad.” Kipo said, holding her arm with a nervous look on her face.

“You didn't know, the Twilight that lives in that Equestria can open or close the portal whenever she wants.” Benjamin said smiling.

“Are you ok Kipo?” Pony Shy asked as she checked on Kipo’s arm.

Kipo nodded her head. “Yeah, I’m fine momma.”

“I'm sorry, I should have warned you.” Sunset said to the two with a frown.

“It’s ok. Kipo wasn’t hurt so you don’t need to apologize.” Pony Shy said with a small smile.

“Still, if Benjamin hadn't stopped her she could have lost her arm.” Sunset said with a frown.

“Hey everything is fine now, and we have some plans to go to the carnival.” Benjamin said with a grin.

“The carnival?” Sunset asked and Benjamin nodded. “I didn’t know there was one right now.”

“I saw one earlier when driving around, so I'm assuming they just put one up.” Benjamin said, shrugging slightly.

“Wow, how convenient. You summon a Displaced and there just so happens to be a carnival in town.” Sunset joked.

Benjamin smirked a bit and laughed softly. “Yeah I suppose so.”

Kipo meanwhile, was sniffing the air, smelling something strange. “Huh, that’s weird.”

“What?” Sunset asked, looking confused as the group began walking back to Benjamin's car.

“I’m not sure.” Kipo said, still sniffing the air before she started to step closer to Sunset and Benjamin. “It’s coming from you two.”

The group all looked confused, Benjamin and Sunset the most as they looked at each other before looking back at Kipo. “What do you mean?”

“I mean I think I’m smelling…” she stepped back with a confused look on her face. “Hormones I think they’re called? And you two practically reek of them.”

The two blushed red along with Pony Shy, while the rest of the group chuckled a bit. “We're teenagers, that's kinda how things are with us.” Rainbow Dash said with a grin.

“But there’s a lot coming from them.” Kipo said and Pony Shy pulled her daughter back from the two of them.

“Ok! U-um, let’s not go around smelling people anymore ok?” Pony Shy said and Kipo nodded her head.

Benjamin and Sunset's faces were beat red as they looked away. “H-how about we get going?” Benjamin asked.

“Y-yeah! Let’s do that!” Sunset said before they quickly got into the car while the others, save for Kipo and Pony Shy, laughed then got in as well.

Benjamin got in the car as well, not looking at Sunset as he drove off once everyone was inside. “Can I have a corn dog at the carnival?” Scootaloo asked.

“What’s a corn dog?” Kipo asked. “Is it some human world animal or something?”

“No, it's a kind of food.” Benjamin said, his cheeks still pink. “It's basically a hot dog wrapped in corn bread. Also humans are omniverse so you know. also yes Scootaloo you can.”

“Awesome!” Scootaloo cheered.

“I know humans are omnivores. Momma told me so. Also, why is a corn dog called that? It sounds weird and makes it sound like you’re eating a dog.” Kipo said.

“You know… I'm not sure. Considering the hot dogs themselves are made of pigs and chickens.” Benjamin said with a shrug.

“Is there any other weirdly named human food?” Kipo asked.

“Um… not sure, to us it's normal.” Benjamin said with a shrug.

“I guess you’ll just have to find out.” Scootaloo said.

“Um… Pizza?” Benjamin asked the two as he stopped at a red light. “Or mozzarella sticks?”

“Huh?” Kipo asked. “Pizza or mozzarella sticks?”

“Why are you asking about that?” Applejack questioned.

“I'm trying to find out if those are weird sounding names, kinda like a guessing game.” Benjamin said with a chuckle.

“Oh, um, no they aren’t.” Kipo said and Sunset chuckles a bit. “They sound pretty normal to me.”

Sunset then chuckles a bit. “Probably because they don’t count as a ‘human food’ since those exist in Equestria so that might be why they sound normal to her.”

“Oh… ok then… obviously steak and ribs are out of the question… we've had hay burgers which are close in name to hamburgers… uh… french fries?” Benjamin asked.

“French fries? That sounds like a renamed version of hay fries.” Kipo said.

“Hay fries? Like, fries made of hay?” Sweetie Belle asked, a grimace on her face.

Kipo nodded her head. “Yeah but I don’t eat them. Momma says they’re not good for me.”

“Probably because you don't have a pony's anatomy.” Benjamin said with a grin. “You should be able to eat French fries though. They're potatoes that are cut up deep fried in oil, and have salt in them. But you can get them without salt.”

“Really? It doesn’t sound that good but I’ll give them a try.” Kipo said.

“You'd be surprised, unless you don't like oily foods.” Benjamin said with a small shrug, pulling into a carnival just outside of town. “And if your mom is ok with it.”

“I don’t mind her trying new things as long as they aren’t dangerous. Well, dangerous to the point she’s can risk getting seriously hurt.” Pony Shy said then paused. “Ok, nothing dangerous that can possibly put her life in dang-actually that already happens enough times when she’s out Cutie Mark hunting with the Crusaders.”

Kipo lets out a sheepish laugh. “Our adventure’s aren’t that dangerous.”

“Wait, what kind of adventures?” Applebloom asked, raising an eyebrow.

“Yeah, how bad could it be?” Scootaloo asked, also raising an eyebrow.

“One of their adventures involved trying to tame a manticore. If it weren’t for Kipo managing to talk them out of it, it might have ended badly and I even remember being told about our Scootaloo building a ramp out of some random junk that was so unstable that it was already falling apart.”

Scootaloo's eyes widened a bit as she chuckled nervously. “O-oh… that happened in your world too?”

“Yeah it did. But luckily Aunt Rainbow Dash managed to get her off of it before it could fully collapse.” Kipo said then frowned a bit as she thought of something. “Aw man, if only my friends were with me before I was summoned, they would have loved coming here.”

“We would have loved meeting them, we didn't get a lot of time to spend with the versions of us in Stanley's world.” Applebloom said with a smile.

“Yeah, we played a soccer game with them but that's about it.” Sweetie Belle said.

“Yeah, it was neat but they weren't like you. They were um.” Scootaloo started to say as everyone got out of the car. “Antonipamorphic.”

“Anthropomorphic.” Benjamin corrected as he locked his car.

“Yeah, that!” Scootaloo smiled.

“Anthropomorphic?” Kipo asked.

“Like you, they walked on two legs but had animal parts.” Benjamin explained. “Such as wings, horns and pony ears.”

“Really?” Kipo asked, picturing it in her head. “That honestly sounds pretty neat.”

Benjamin grinned a bit. “I can show you later when your mom isn't using my Omnitrix. I have a scan of each race from that world.”

“Ok!” Kipo happily said, with that said, everyone started to make their way to the carnival entrance with the kids all growing more excited by the second, especially Kipo as this would be her first carnival and so far, she was clearly in awe at the sight of it.

Benjamin chuckled softly, shaking his head as he paid for the tickets. “So what first?”

“Let's go to the dunk booth!” Scootaloo said with a wide smile.

“But won’t that be closed since, you know, it’s snowing?” Sweetie Belle asked, gesturing to the snow around them.

“Aww… right…” Scootaloo said with a frown, as Benjamin grinned a bit.

“How about we play a carnie game and get some souvenirs?”

“Then what are we waiting for? Let’s start getting us some souvenirs!” Rainbow Dash declared, causing the kids to cheer and making the others just smile.

Benjamin chuckled a bit as they walked over to a booth, noticing Sunset was still wearing the necklace he had given her. A light blush formed on his face as he looked away, a powerful and familiar scent filling Kipo's senses against.

“I’m smell hormones again.” Kipo said, making Benjamin’s blush grow brighter.

Everyone looked at her confused as Sunset noticed Benjamin's blush, her own blush forming on her face as Rarity giggled. “Oh, I believe I know what's going on.”

“Not again…” Benjamin muttered, covering his face with one hand.

“How come you and Ms. Sunset keep smelling like that? Especially when you look at each other?” Kipo asked them, clearly confused.

Benjamin and Sunset blushed redder as Rarity laughed a bit. “Well you see darling, hormones are complicated. They're both just really embarrassed… because they're technically engaged.”

Kipo gasped a bit when she heard that. “They are?”

Pony Shy looked at the two teenagers in surprise as well, while Benjamin groaned a bit behind his hand. “No, we're not!” Sunset said with a deep blush. “Look in the Equestria where I'm from, necklaces like this are considered engagement rings and when we were in Stanley's world he saw me looking at it and got it for me not knowing what it was. That's all!”

“Oh. Ok.” Kipo said.

Sunset sighed a bit as Benjamin looked away and at the prizes. “Ok, can we continue with the game now?” He asked.

“We haven’t chosen a game yet though.” Applebloom said.

“How about the ring toss then?” Benjamin asked, still avoiding eye contact with Sunset who frowned a bit at his reaction.

“Yeah! Let’s start with that!” Pinkie excitedly exclaimed.

The group laughed a little as they made their way to the ring toss booth, while Benjamin and Sunset kept quiet. “Can I play?” Kipo asked with a wide smile.

“Sure, you and the other little ones play first.” Applejack said.

Benjamin smiled a little as he gave them each some money to play the game. “Here, knock yourselves out.”

“Alright! Thank Ben!” Scootaloo said.

“Yeah, thanks!” Applebloom said next however, Ben noticed that Kipo was looking at the money strangely.

“It's what we use as currency here.” Benjamin said with a smile. “I think the equivalent to this in Equestria would be a bit.”

“Ah, ok. I was a little confused on why you gave us paper.” Kipo said before she and the other girls went to the ring toss to play.

“So what shall the rest of us do?” Rainbow Dash asked.

Everyone looked at each other for a moment, even though Benjamin and Sunset avoided eye contact still. “Not sure. I mainly suggested the carnival to cheer up Scootaloo and to make sure Kipo has a good time.” Benjamin said.

“M-maybe we can just talk a little?” Human Shy suggested.

“Yes, I'd personally like to know how you adopted Kipo.” Rarity said to Pony Shy with a smile. “She's such a sweet girl, so I can understand why. But how?”

“Oh, well, you see, I found her in the Everfree one night during a bit of a rainstorm. She was just hidden away in a hole under a tree where the rain couldn’t really get to her.” Pony Shy said, making them go wide eyed in shock.

“Jeez poor kid, how long was she there?” Rainbow asked with a frown.

Pony Shy frowns a bit. “I don’t know. I didn’t really put too much thought into that and just focused on bringing her home. When I did, I made sure she wasn’t sick or anything and when she was fine, we both just fell asleep, exhausted.”

“Huh, you know that kinda reminds me of a story from back home. One about Twilight.” Benjamin said with a slight frown.

“What story?” Sunset asked.

“It's called Past Sins, the basic premise of it is that Twilight found a filly in the Everfree, during a storm. And took her in, and ended up adopting her.” Benjamin said with a slight shrug.

“Huh, that does sound similar to what she’s telling us.” Rainbow Dash said.

Benjamin nodded as he looked over at Kipo. “The main differences are that the filly Twilight found was Nightmare Moon reborn.”

“N-Nightmare Moon?” Pony Shy asked, her fist clenching a bit which surprised and confused everyone who saw her do it.

“Who?” The humans asked while Benjamin chuckled.

“An evil alternative personality of Luna's that was created by magic.” Benjamin said before looking at Pony Shy. “You ok?”

“Y-yes. Just.” she took a deep breath to calm herself. “I’m still a little upset over what she did.”

“What happened?” Applejack asked with a small frown as the older kids sat down.

“She took Kipo when she returned after Kipo said that her plans for eternal night was dumb.” Pony Shy said, frowning.

Benjamin frowned more. “That's awful… I'm sorry about that.”

“It’s fine. Kipo told me she didn’t do anything to her. All she did was talk about her past when Kipo asked. In fact, it was Kipo who helped us save restore Luna.” Pony Shy said, a small smile on her face.

“That's amazing.” Benjamin said with a smile. “The thing I liked about Past Sins- sorry I just wanna finish this- the spell that made the reincarnation of Nightmare Moon wasn't complete. So she didn't remember anything, and Twilight didn't want a filly to be sent to the moon.”

“Well I’m glad she didn’t. You’d have to be seriously messed up to want to send a filly to the moon. I mean, there’s no air there!” Rainbow Dash said.

“Yeah, well. As busted as it is… magic.” Benjamin said with a slight shrug, as Scootaloo and Kipo ran over with two toys.

“Look what we just won!” Scootaloo said, showing off her toy.

“That's great.” Benjamin said with a smile, rubbing her head while the other two Crusaders walked over.

“What game should we play next?” Sweetie Belle asked.

“You two don't want to try and get toys?” Rarity asked Sweetie Belle and Applebloom.

“Nah, it's ok. We wanna play more games.” Applebloom said with a smile.

“Alright.” Rainbow Dash said then noticed a game that made her grin and pointed at it. “How about that one?” everyone looked to where she was pointing and saw a high striker game.

“The strength game?” Benjamin asked.

“Yeah. Let’s try that game out. Could be fun.” the rainbow haired girl said.

“Y’all just wanna show off don't you?” Applejack asked her with a smirk. Rainbow Dash just chuckles and rubs the back of her head.

“Yeah I do.”

Benjamin smirked a bit. “We'll see about that.” the group then walked over to the high striker just as the person playing it walked away. Rainbow Dash picked up the hammer, still grinning a bit.

“So, who’s ready to see just how strong I am?” she asked her friends.

“Get on with it.” Benjamin said with a smirk, while Pinkie watched Rainbow Dash while her cheeks were a darker shade of pink.

Rainbow Dash raised the hammer up before swinging it down with all her might, causing the puck to shoot straight up, just barely hitting the bell before falling back down. “Yeah!” Rainbow Dash said with a grin.

“Ok, my turn.” Benjamin said with a smile, taking the hammer before hitting the machine as the puck went up to just barely below Rainbow's.

Benjamin frowns a bit while Rainbow Dash snickers a bit. “Good try dude.”

Benjamin frowned a bit as Kipo bounced up a little. “Can I try!?”

Benjamin smiles and nods. “Sure, just hit it as hard as you can.” he said as he gave her the hammer though she titled her head a bit.

“As hard as I can?”

“Yep.” Benjamin said with a small smile.

“Ok.” she said as she stepped up to the game. Before she raised the hammer, everyone raised an eyebrow when they see cracks forming in the hammer's handle which confused them a bit. She raised the hammer up and brought it down. This caused both the hammer to snap right off its handle and for the puck to instantly shoot straight up, striking the bell and knocking it off as it soared high into the sky. Everyone was slacked jawed when they witnessed Kipo basically show off insane levels of strength for a kid her age while Pony Shy had a concerned look and Kipo had a sheepish one as she stared at the broken handle and high striker. “Um, oops?”

Benjamin blinked in surprise before laughing. “Whoa! That's awesome!”

“It is? But I broke the game.” Kipo said, frowning a bit.

“Ah don't worry about it.” Benjamin said, waving it off as a carnie came over looking angry. “I'll pay for it.”

“You better! Those things aren’t cheap!” the carnie angrily said,

Benjamin raised an eyebrow at him, looking him up and down a little. “Chill man, I said I'd pay for it.”

“And how will you? As I said, those things aren’t cheap!”

Benjamin rolled his eyes as he reached into his back pocket, pulling out a bag before dumping a single large uncut diamond into the carnies hand. “Is that good enough?”

The carnie’s jaw just dropped as he stared at the diamond before stuttering a response. “Y-yeah…that s-should be enough…”

“Good, now shut up and get.” Benjamin said with a glare, jabbing a finger in a direction as the carnie ran away.

“I’m sorry.” Kipo apologized.

Benjamin smiled a little as he gently rubbed her head. “Hey, it's cool. I have hundreds of those.”

“But I broke the game and got us in trouble.” Kipo said, looking down.

“That's more of my fault, I told you to use your full strength.” Benjamin said with a grin, before pointing to the sign. “But you do technically win the grand prize of a hundred dollars… that I can take and give you a gold bar instead to convert into bits back home.”

Kipo’s eyes widened a bit as a smile spread across her face. “Really?!”

“Oh, um, I’m not too sure about that. That seems to be quite a lot.” Pony Shy said.

Benjamin raised an eyebrow. “Well… maybe. But you can tell the truth about how you got it. It was a gift from a new friend you met on a mini vacation. But if it's too much I could give you gold nuggets instead.”

“Gold nuggets?” Kipo asked. “I’m not sure how much those would be.”

“Well… in the world I got the gold from, it takes nine gold nuggets to make a single gold ingot. So… however much a gold bar is worth divided by whatever number I give you.” Benjamin said with a smile. “Or to make it simpler, iron nuggets. If I'm right they should be worth… eleven bits each? I could give her three?”

“Those aren't worth a lot on Equestria.” Sunset said with a gentle smile, walking over to Kipo and pulling out a small bag. “Here, I'll give you the bits.”

“Thank you Ms. Sunset.” Kipo said with a smile.

“Of course.” Sunset said with a gentle smile, giving Kipo the bits.

“Then you should take the money.” Benjamin said, pointing to another Carnie that had a check for them.

“You sure?” Sunset asked as she gave Kipo some more bits.

“Well yeah? You're the one giving her your own money.” Benjamin said with a shrug.

“Well, I guess that’s true.” Sunset said, smiling a little at him as she took the check, both of their faces turning a slight pink.

“So what game should we play next?” Pinkie asked everyone.

“Maybe one where I don’t break it?” Kipo suggested and Pony Shy pats her shoulder.

“How about bumper cars?” Benjamin chuckled softly, pointing to a small bumper car area. They see kids of various ages and sizes driving small cars all around the area, bumping into each other as they did and causing them to laugh.

“Well, it doesn’t seem dangerous so I guess it can work.” Pony Shy said. With that said, the group slowly walked over to the game. Once they reached it, they all start to discuss who would go on and who wouldn’t.

“Ok, so the youngsters would obviously be going on, anyone else doing the bumper cars?” Applejack asked and Pinkie Pie excitedly jumped into the air while waving her hand.

“Ooh! Ooh! Me! Mememememememe! I wanna go on the bumper cars!” the overly excitable girl said, making everyone chuckle or giggle.

“Go for it.” Benjamin said with a laugh as Pinkie and the kids went on the ride. “So what should the rest of us do?” He asked with a smile, while Sunset noticed a singing competition stage.

“How about that?” Sunset pointed at the stage.

The group looked over at the stage, some of them smiled while others nodded in agreement. Benjamin however, frowned slightly, looking down and off to the side with an uneasy look on his face.

Chapter end.

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