Equestrian Omni-Hero: Omni-kix Adventure

by Blaze-saber

Rating: everyone
Tags: Original Character, Comedy, Adventure, Crossover, Flash Sentry, Main 6, Ben 10, My Little Pony: Friendship is Magic, Alternate Universe, Young Six, Other, Drama
Length: 122734

Get ready everyone, because this new summer vacation is going to be filled with much new power-ups, new aliens, new villains, new friends, and a new... Antitrix?!

A new summer vacation has begun in Equestria as it comes with a new adventure. Now Helix Watch and his team, known as Alien Force, already for the next level as a Omni-Key unlocks a hidden power up within his Omnitrix. With this power up Helix now has new armor, new aliens, new villains, a new world that is literally below Equestria, and a new... Antitrix?!

Looks like Hero Time is about to get even wilder with an old bully from Helix's past around.

Published 2024-05-12 22:20:01 UTC
Last updated 2024-12-08 19:09:05 UTC

Chapter 1: Omni-kix Part 1

A year ago in Equestria during the first day of summer, as the pod that contained the Omnitrix entered the atmosphere, something knocked it off its intended course and headed straight for Helix Watch. The moment it impacted the ground, something small and glowing green fell out of the pod and landed somewhere on the ground.

A year later at the crash site, Twilight and her friends seem to be looking around the area for something. "Remind me again what we're looking for?” Rainbow questioned with an impatient tone.

“Don’t know. I forgot we have been looking for something since we arrived here.” Pinkie said with a shrug.

Twilight sighed. “Azmuth, Zenith, and Myaxx send us to where Helix’s Omnitrix first crashed because something else came with it.” She explained to her friends. “And judging by the crash rate, it must’ve broken off when it crashed into our planet.”

"I thought it was odd when you didn't have the item with the Omnitrix.” Xylene mentioned as she walked up to them. "Any luck finding it?"

“It would be much easier if you told us what it looks like.” Applejack told her. “Weren’t you the Omnitrix’s guardian? Didn’t you know something else with it when you sent it to Equestria?”

“I told you before it’s a simple alien device like a key.” Xylene said to them. “I had it put in the Omnitrix when it first launched here. Didn’t you notice?”

"Well no, considering it crashed in the middle of the Everfree Forest, far outside of Ponyville." Twilight mentioned.

"I'm just surprised you're putting off your coronation for the summer." A familiar voice mentioned before they saw Shadow Tempest walking up to them. "I thought you'd be thrilled to be the new ruler of Equestria by now."

“Well, Fizzlepop, I'd rather spend one last summer with my friends before I take the crown.” Twilight said with a smile as she turned to her friends, who smiled as well. “Because after defeating Equestria’s worst enemies and from how damaged the Canterlot Palace is, it gives me enough time to spend with my friends.”

"She's got a point." Flash mentioned after flying down. "Plus it gives us another chance to bring your new student on a little trip you planned for all of us."

"Flash, it's supposed to be a surprise for everyone." Twilight told him before she realized something. "Speaking of which, where are the students, Helix, and Misty?"

“Well, they went out further into the forest to see if the key landed a bit far from where Helix’s Omnitrix crashed.” Delta said as he and Dust walked up to them. “From what you told us, it was a pretty big crash.”

“And knowing them, they probably already found it by now.” Azmuth said as he, Zenith, and Myaxx were searching through bushes near the crash site.

Somewhere else in the Everfree Forest, Helix, Misty, Cozy, and the Young Six were looking in the different parts of the forest as Misty was carefully levitating a rock. “Careful, careful with nature, carefully.” Misty said as she then lifted up a leaf and saw a bug. “Not here.” She said as the bug moved around. “Sorry, little bugo.” She said as she gently placed the rock down.

“Misty, can’t you go any faster?” Gallus questioned with a brow while looking under a rock. “We need to search for this key thing soon. Because we can’t just be gentle with nature.”

"I know you guys said that there's this thing about your friends that's very interesting, but I was hoping to see it in action." A female Abyssinian, with royal clothing as she had black and white fur, mentioned.

“Trust us, Princess Ruby, usually the action finds us when we try to search for something related to the Omnitrix.” Ocellus said to her.

"You know you don't have to call me princess since we're friends." Ruby reminded her.

"Uh huh…" Helix said as he walked past them while waving a stick through the leaves.

This brought his friends’ attention by his not excited expression. “Uh, Helix? What’s wrong? Aren’t you curious to find out what this key does to the Omnitrix?” Silverstream asked him in concern.

“What else do we need to know about?” Helix questioned as he swung the stick around again to move some leaves. “It has a self-destruct feature, an appearance disguise setting, transforms me into different aliens, scans DNA, and it sometimes has a mind of its own. I don't think I need to know more about it."

"But aren't you excited to see another level of the watch?” Misty asked her cousin. “This device is only compatible with yours anyway, at least that's what Azmuth and Zenith told us."

Helix stopped as he turned around to face his friends. “To be honest, I’m a bit curious, but also afraid. Everytime we discover something about the Omnitrix, bad things always happen to us.”

“Really? Name one?” Smolder asked with a brow.

“The self-destruct feature, got me stuck in alien forms, downloaded us inside it, and transformed my parents and Zenith into ravaged aliens.” Helix listed out.

"Okay, I said name one." Smolder told him before she lifted up a small rock. “But whatever happened next, we'll help you out with it."

"Maybe, but what if you guys get hurt?” Helix asked with a concerned tone as something was creeping up behind him. “I don’t want to see any of you get hurt because--"

"Surprise!" Familiar voices shouted, which really scared him as he quickly transformed into Heatblast and quickly shot flames behind him. The five familiar figures quickly ducked out of the way as a few trees were caught on fire.

"Oh no, I'm not going through another forest fire!" Heatblast said as he quickly absorbed the flames.

“Whoa!” A female voice yelped out. “Easy there, candle head, it’s us!” She called as Heatblast shook his head and got a clear sight of who he saw. It was Manny, Helen, Attea, Zs’spoocy and Lolaxx. “We didn’t mean to scare you.” Lolaxx said with a chuckle.

“Yeah, that’s my thing.” Zs’spoocy said with an amusing tone.

“I'm guessing we should have known better than to sneak up on an old friend with a watch that can crush us in an instant." Helen mentioned with a sheepish look.

“Helen, Manny, Attea, Zs’spoocy, Lolaxx?!” Heatblast said with a smile as he hit his Omnitrix and he transformed back. “You guys! I nearly fried you!” Helix said with a smile. “But, it’s great to see you again!” He called as he rushed towards them as he was brought into a group hug by them.

“We told you we’d be back by next summer.” Manny said with a smile as he rubbed Helix’s mane in a noogie, which made the colt chuckled.

“And you think we wouldn’t meet up with you?” Attea asked with a brow before he noticed Manny and Helen were wearing new clothes.

"Wow, where did you get the new duds?" He asked them.

"Yeah, we got them at the academy.” Helen mentioned as she gestured to her clothes. "It fits really nice too."

"Wow, that transformation you just did was cooler in person." Ruby mentioned with an amazed smile before she looked at the aliens. "And you guys really are aliens?"

“We see you guys have a new friend.” Lolaxx said with a smile. “And she’s royalty? That’s rare.”

“Oh, this is Princess Ruby, but just call her Ruby as she prefers it.” Misty said with a smile.

“Ruby, these are my alien friends I made last summer. This is Manny, and my girlfriends, Helen, Attea, Zs’spoocy, and Lolaxx.” Helix introduced his girlfriends’ as they blushed with smiles from his words.

"Wow, four girlfriends huh?" Ruby asked with a brow. "So, I guess you guys are here to help us find this little item for his Omnitrix too?"

"Well, his parents did catch us up to speed so yeah, also we got you a little late birthday present while we are on a mission up in space." Helen mentioned while she looked at Helix.

“A gift? What kind?” Helix asked in excitement as the girls and Manny stepped aside before coming out from behind them was a dark blue creature that appeared to be a cross between a dog and a dinosaur. It has red eyes, blue-gray spike-like hair running down from its collar to the tip of its tail, and black lines on its neck and legs. “Whoa! An alien dog?!”

“It’s an Anubian Baskurr.” Lolaxx said with a smile as she petted the alien dog. “We rescued it from a bunch of alien poachers."

"Awesome, I meant the dog, not the whole poacher thing." Helix said as he was petting the dog.

"Oh, so there's dogs in space?" Ruby asked with an uneasy tone.

"You got something against dogs?" Manny asked her before she pointed to herself. "Oh right, you're a cat." Before anything could be said, a large vine burst out of the ground as they quickly moved out of the way when it tried to swat them.

“Whoa! What was that?!” Ruby asked when they avoided another strike from the vine.

“A vine just sprouted from the ground! That’s what!” Gallus called out in shock.

"Yeah, we see that, but where did it come from?!" Misty asked before quickly dodging another vine that sprouted out of the ground.

"Well, let's see if these vines can handle a cold freeze from Big Chill!" Helix declared as he activated his Omnitrix and slammed it down. But instead of Big Chill, he transformed into Swampfire. "Or Swampfire…" He muttered as he sighed.

“Still gave you the wrong alien, pal?” Manny asked.

“You have no idea.” Swampfire said before he gave a smirk. “But Swampfire can control plants. I can use this!” He said as he raised his arm up to the vine. “I command you to stop!” He called as the vine kept moving as it glared at Swampfire, which made him nervous. “Uh, stop?” He asked nervously as the vine then swatted him, which made Swampfire crash into a tree. “Ouch…”

“He can’t control it.” Cozy said in shock.

“Uh, we’re in the Everfree Forest.” Misty spoke up. “The plants here aren’t natural and can’t be control.”

"Uh guys, there are some trees missing over here!" Silverstream called out from behind a rock as she saw a few trees missing from a large area. "Do you think the forest is fighting back because of it?!"

“Okay, the Everfree Forest is a strange place, but nobody is crazy enough to chop down the trees here.” Sandbar mentioned with a confused look.

"Uh guys, I could use some help here!" Swampfire called out as he was doing his best to avoid the large vines.

“Oh, right, sorry, cous!” Misty called as she activated her Omnitrix and transformed into her version of Heatblast. “Let’s burn this weed!” She called as she fired a beam at the vine, which caused it to shriek and burn into ash. “Well, that takes care of the vine.” She said.

“But what happened to the trees?” Swampfire questioned with a confused look. “And who’d be dumb enough to cut down trees in the Everfree Forest?”

"Stop it!" They heard a young male voice call out before they saw a young deer come out of the shadows.

“Aw, look at you. Such a cute deer.” Silverstream said in a cute tone.

"You're hurting the forest with your flames, I feel its pain." The deer said before he took the small barrel around his neck and poured water on a small plant.

“What?” Misty asked with a confused look. “The forest attacked us first! It was self defense!”

"Yeah, you totally attacked us first!" Swampfire told the deer.

“Well, whatever the case, you creatures must leave the Everfree Forest, you shouldn’t be here.” The deer said to them.

“Hey, we don’t tend to stay long. We’re looking for something.” Manny said to the deer.

"Can you at least tell us what happened here?” Helen asked the deer. "Maybe Princess Twilight and her friends can help out."

“Princess Twilight?” The deer asked while giving a thoughtful look. “I have heard of her and her being crowned as the new Princess of Equestria. Maybe she will help us.” He said. “But I wouldn’t expect much. He won’t be happy to see ponies right now.”

"What, have you been living under a rock or something?" Gallus asked him just as Misty and Helix timed out. "And who has something against ponies?"

“Yes. I have been living in the forest.” The deer said with a look. “My name is Bramble. And I’m talking about the Heart of the Forest. And I know he won’t allow it, but he might meet Princess Twilight.”

"I'll go get them." Helen said as she was about to take off before she realized something. "Um, where exactly is the heart of the forest and who exactly are we meeting?"

“The Heart of the Forest is a creature. Just follow the trail to a cliff with a vine bridge up north. You can’t miss it. We’ll meet you there.” Bramble explained with a brow.

“Right, got it.” Helen said as she sped off, leaving the others behind.

“Everyone else, follow me.” Bramble said as he walked off with the others following.

They followed Bramble to the heart of the forest as they were amazed to see the trees having built homes around them as well as multiple deers that can grow trees with their own type of magic. "You know, I bet Venus would love this place." Helix mentioned after looking around

“A friend of yours?” Bramble questioned.

“He’s an Earth Pony friend of ours who can grow plants and control them.” Ocellus explained to him.

“A pony with a gift from the forest. Interesting.” Bramble said.

“You would be amaze of the things we’ve seen in Equestria.” Attea said while looking around in amazement. “And we’ve seen the Everfree Forest before, but never this side of it.”

"I don't think even Twilight knew about this." Misty mentioned.

“You sure Helen would bring them here? Because I don’t think she might find us here.” Manny said in concern.

“Unless I’m tracking your badge and the Omnitrixes signal.” Helen’s voice spoke up as she brought the adults as they walked in while showing her Plumber badge. “I love Plumber badges.”

"When did you get that?" Helix asked as Twilight looked around in amazement.

“It's a standard Plumber issue.” Manny said as he and the rest of the alien girls have brought out their badges. “We all have one.”

“Amazing. A civilization in the Everfree Forest.” Twilight said in awed. “I don't think Celestia or Luna ever talked about this.”

“You must be Princess Twilight.” Bramble said as he gave Twilight a bow.

"Oh, hello there." Twilight greeted him with a smile. "Helen told us what happened to a part of the forest. But what exactly happened there?"

“My papa would explain that.” Bramble said with a smile.

“Papa?” Applejack asked before coming through the forest was an adult deer, whose fur is white and a bit tinted with its hooves wearing wooden boots while wearing a golden necklace with a heart shape on the center.

“Papa, these are the creatures that were spotted in the forest.” Bramble said to his father.

"I guess he's the king around here?" Smolder asked him.

“Might be respectful.” Misty said as they all gave him a bow.

“You’re the Heart of the Forest?” Twilight asked politely.

“Princess Twilight Sparkle, I presume? I’ve heard mention of you from Celestia. My name is King Aspen.” King Aspen greeted.

“Oh, you have?” Twilight asked in surprise.

“...And I do not wish to be rude, but you all must leave. Ponies are no longer welcome in this forest.” King Aspen said to them.

"Is that why you had a bunch of vines attack us for no reason?" Helix asked before Misty elbowed him in the side. "What? They did do that."

“Behave.” Misty said through her teeth.

“No! Please! We have to ask you about the vines and trees that are spilling out of the forest! They attacked us on the way here while we were searching for something!” Twilight pleaded to King Aspen.

"Does it have something to do with those torn down trees we were told about?" Tempest questioned him with a brow. "Who did that?"

“Perhaps you don’t know? Mmm.” King Aspen said while thinking a bit.

“Papa? I think we should hear them out.” Bramble suggested. “Just for a minute… then you can oust them from the forest.”

“Very well, we’ll have a talk. Follow me.” King Aspen said as they then started climbing up the stairs of a tall tree. “I have something for you to see.” He said as they started climbing as he started exclaiming. “You see, the Everfree Forest is a very delicate ecosystem. We that live here… not just the deer, but every creature from the tiniest grasshopper to the largest hydra, need the land that we have to survive. We cannot afford to lose any more of our homeland. Lately, the forest has been disappearing at a pace that has alarmed us all. Resources are thinning and creatures are panicking.”

“And vines and plants are attacking as well?” Myaxx questioned with her arms crossed as well.

"Or is that just your way of saying hello?" Manny added while crossing all four of his arms.

“My appologise, but it was self defense.” King Aspen said. “The deer have taken it upon ourselves to replenish the forest. We normally use our magics to heal the woods and help things grow… but we’ve had to take more aggressive hoof. The forest is looking for us to help.”

“What is happening? How are you losing your land?” Azmuth asked King Aspen.

“This is happening.” King Aspen said as he gestured down the railing, which made the group gasp. What they saw was a large part of the forest missing a few trees.

"What the hay happened there?" Flash asked him.

"Hey, I see some smoke coming from the other side!" Cozy called out after pointing out some smoke clouds in a different part of the forest. "It can't be a forest fire, right?"

“We had those before last year.” King Aspen said, which made Helix flinch as he kept quiet. “But since then, the Forest grew back. But this is no accident.”

“He’s right. These trees appeared to have been pulled right off their roots.” Fluttershy spoke up with a frown. “Somepony been hurting the forest!”

"Or maybe it's not a pony, could be something else." Misty theorized.

"Well, I'm not sticking around here while we think about it." Helix said as he activated his Omnitrix. "I'm going to go check it out." He then switched his Omnitrix to the XLR8 icon as he slammed it down and transformed. “I’ll be back when I can!” He said as he rushed off.

“Helix! Wait!” Flash called out while Bramble and King Aspen looked in shock.

“Was he a changeling?” Bramble asked in confusion.

“Not exactly.” Ocellus said with a sheepish look.

“I’ll go after him.” Helen said as she rushed off after Helix.

XLR8 zoomed through the forest as he was heading towards where the smoke was coming from until he stopped right in front of what looked to be a construction site. "What even is this about?" He questioned after seeing it.

Helen then stopped next to Helix as she saw this. “A construction sight? Close to the Everfree Forest?” She asked in surprise before she saw a sign that says ‘Coming Soon! Fun Fun Land Amusement Park and Equestria’s Largest Parking Lot! Brought to you by Mighty Minotaur Construction. A Well-to-Do Company.’

“Okay, I got a small amusement park, but why does Equestria even need a parking lot?! There’s not even proper vehicles!” XLR8 exclaimed. "Besides, there's only one amusement park in all of Equestria that can't compete, Adrena-World!"

"Huh, I think I heard about that but never been there before." Helen mentioned before she shook her head. "We're getting off track. Let's find out who's in charge and talk to them."

“Well, if anything, the boss should be in that building over there.” XLR8 said while gesturing to the complete office building close by. “It’s the only building that’s complete here.”

"Okay, but let's be discreet about it." Helen suggested as they casually walked into the building. But the moment they did, they could hear talking that did not sound like a nice talking.

"What do you mean you haven't found it yet?!" They quickly hid behind a filing cabinet as they saw a couple of ponies and a griffin talking to a minotaur. “We gave you the technology to find it and our boss is being impatient!" The stallion told him.

“We’re searching as fast as we can. Finding this item isn’t easy in the Everfree Forest you know.” The minotaur said with his arms crossed. “And for some reason, the trees kept growing back and vines are sprouting like crazy!"

"Sounds like this has been going on longer than we thought.” Helen whispered before they noticed the stallion pulling out a high-tech alien blaster.

"We came by to give you a last warning from our boss, if you don't find that device by the end of the day, you're gonna pay." The stallion told the Minotaur.

“Okay, okay. I’ll search harder. Even if I had to tear down the whole forest to do that.” The Minotaur said with a determined look.

This made Helen and XLR8 nervous from this detail. “If that happened, the creatures that lived in it and their homes would be goners!” XLR8 said in shock before they noticed some sort of tablet device on the desk. "Hey, I bet anything that could give us some more details." Just as he raced over to grab that device, the Omnitrix timed out and he transformed back into Helix in front of the four. "Uh, this isn't what it looks like?"

“Who is that kid?!” The griffin questioned but there was some sort of chicken clucking when he spoke. “Ah, forget it! Give us back the tablet kid, you don’t know what you’re doing!”

"Yeah, I don't think so." Helix said before he quickly jumped out of an open window and ran with the tablet.

“Who left the window open?!” The mare questioned as they saw Helix and Helen rushing off with the tablet. “Whoa, they’re fast.”

“After them!” The stallion yelled.

“Whoohoo!” Helix cheered while Helen was holding him as she ran. “Just like old times huh, Helen?!”

“It sure does, Helix!” Helen cheered with giggles. “Now, let’s get back to the others and tell them what we found--Whoa!” She then yelped as a mechanized claw nearly came down on them if they hadn't jumped out of the way. "Hey, watch it!"

"Uh we got company!" Helix called out as a bunch of construction workers were coming at them. "Helen! Take this to the others, I'll hold them off!" He called out before tossing the tablet over to her.

“But what about you?!” Helen called in concern as she caught the tablet.

“Don’t worry. I’ve been through this thousands of times!” Helix assured as he activated the Omnitrix and slammed the core down as he transformed into Humungausur. “Time to teach these guys a lesson for messing with nature!” He called as he slammed his tail down, which sent a shockwave that caused some of the construction workers down. “Go Helen! Now!”

Helen nodded before rushing off. "Alright kid, give it up!" The stallion from before called out as he stood with the griffin and the mare.

"Or what?" Humungousaur challenged with a brow.

"Or…this!" The stallion said as all three of them took off ID masks to reveal themselves as aliens. The stallion is really a white humanoid plant-like species with black hands and feet, a purple face with red eyes, along with eyes on his chest. Above his black hands and feet are grayish splotches that temper off his elbows and knees while having three eyes. The mare was really some sort of one eyed alien squid with claws on the legs and black and orange skin with tentacles on her chest. The griffon is a chicken-like alien with feathers and a beak. He also wears silver arm guards and two bandoleers connecting together on his chest. His upper half is beige, the lower half is brown, he has orange feet-like hands and sticking out of his head on the top as well as his bottom are red feathers.

Humungousaur looked shocked by this. “Oh, that’s so creepy.” He said with a cringed look.

Meanwhile, Twilight seems to be negotiating with King Aspen. “Please, just try and have faith. Helix and Helen will find the solution and the forest will remain safe.” She told him.

"If they ever come back with a solution.” He said with disbelief.

“Hey, I know my cousin, and when he finds a problem, he solves it.” Misty said with a look. “And we’ve been handling a lot of bad stuff over the last summer."

“So with all do respect, watch what you say pal.” Manny said with a look.

Just then, Helen came rushing back as she panted while holding the tablet. “Guys! Wait until you all see what Helix and I found!” She called.

“Helen?” Attea asked in surprise. “What have you two found?”

“And where is Helix?” Zenith asked in concern, seeing that Helix wasn’t with her. Just before she could answer, they felt a large rumbling underneath them before the big smoke cloud coming from the spot where Helen just came from. "Never mind." Just then, the tablet started beeping as it was picking up a signal.

“What’s that thing doing?” Flash asked in confusion.

“I don’t know. They were using it and Helix thought it was important.” Helen said as she checked the tablet before her eyes widened. “Oh, boy. It seems like they are tracking alien tech signals.”

“Alien tech?” Delta asked in surprise. “They’re looking for some alien tech?”

"Hang on, I know this energy signature." Zenith told them after inspecting the signal. "It's the device that's supposed to be with the Omnitrix."

"You mean they're after the same device we're looking for?" Rainbow questioned with a brow. "But how the hay do they know about it?"

“I don’t know. But something tells me they’re tearing down the forest just to look for it.” Myaxx said with a serious look.

"And judging by the dust that's being kicked up, I think Helix may need some help." Attea mentioned before Ruby quickly grabbed the tablet.

"Then you guys go help him, the rest of us will find the device using this thing." She told them with a grin.

“Let’s go!” Manny called as he, Misty, the Young Six, the alien dog, and the alien girls rushed off to where Helix is to help him.

Meanwhile, Humungousaur swung his fist and pounded the ground as one of the aliens quickly dodged his attack. “Okay, you guys are fast. But can you out paste this!” He then jumped up and tried to give a body slam, but the first alien stallion surprisingly kicked him down as Humungousaur landed on his back before he felt his right arm get trapped with some kind of slime from the alien mare. “I can’t believe you just did that.” He said as he used his strength and got the ground off the floor as he gave a roar.

“You will not stand in our way, boy!” The alien stallion exclaimed.

“All this trouble just to find a device?! It’s not what destroying the Everfree Forest is worth!” Humungousaur exclaimed as he knocked a few more workers off him.

"You don't know our boss!" The chicken alien told him as he started firing at Humungousaur.

Humungousaur blocked them with his thick skins as he gave a roar, but then he was shot to the shoulder as he got to his knees. “Ow! That hurts!” He called.

"Then you're not gonna like this!" The female alien exclaimed as she spat some sort of acid from her mouth.

“Ow! Hey! Cut that out!” Humungousaur called with a look after feeling the burns.

"Then give it up!" The alien stallion demanded as they kept pouring on Humungousaur, who tried to fight the pain as he grunted and then he fell to his knees while using his arms to support him.

“I will never give up!” Humungousaur grunted with a firm and strong look.

Just before any of the aliens could do anything else, Helen quickly ran by and knocked the female alien back a few feet. “Nobody hurts our man!” Helen yelled with a glare as she and the others ran up to her while in front of Humungousaur.

"Hey yo, chicken little!” Manny called out before punching the chicken alien in the face.

Then jumping up high was Attea, who delivered a double kick from the alien stallion, knocking him back as the others regrouped with Humungousaur. “And no one messes with the forest!” She exclaimed.

"Hey, they have plumber badges!" The chicken alien pointed out with a few clucking.

“The Plumbers?! They’re back?!” The alien mare exclaimed.

"We're not gonna let a bunch of red spots bring us in!” The alien stallion shouted before he started rapid-firing.

“Take cover!” Lolaxx called as they all find some cover in some rocks or construction equipment while Humungousaur tried to block it with his scales.

“Helix?! Who are these guys?! I didn’t see them with us earlier?!” Helen exclaimed.

“Yeah, those are the ponies and griffon we saw earlier, except those were just disguises in ID masks!” Humungousaur called while still trying to block their shots. “And apparently, they're tougher than they look!”

"Let's hope Ruby found that device and fast!" Manny called out.

“I’m more worried about what will happen to us!” Gallus exclaimed while avoiding a laser shot. “Whoa! I wanted us to relive the glory days, but this is a bit extreme!” He exclaimed.

Back with the adults, Ruby was looking through the tablet while the others were following. “Are we any closer to the thing?” Rainbow complained. “It feels like we’re going around in circles.”

"I think so, it should be right…here?" Ruby said with confusion as they stopped and saw that they were back at the crash site. "It's been here the whole time?"

“Are you kidding me?!” Rainbow exclaimed.

“I guess the key was just too hidden that even the Omnitrix hid it well from its pod.” Xylene said with giggles as Zenith jumped down and walked up to the crater.

“So if it’s still here, then that would make it…” Zenith started as she dug through some dirt before she saw something glowing green, which she smiled as she picked it up a green glowing item. “It is here.” She smiled.

Back at the construction site, Humungousaur was knocked back by one of the aliens before he transformed back into Helix. “Okay, I met a lot of baddies before, but these guys are tough.” Helix groaned.

Soon, the others were then tossed next to him as they groaned. “Okay, I seriously hate these guys.” Smolder muttered.

Misty in her Fourarms form was knocked right next to them before she timed out as well. "Now would be a good time for them to come back with that device!" She exclaimed with a worried tone.

“If they get it!” Manny called out. “The forest is big!”

“Now, it’s time to take care of you Plumbers once and for all.” The alien stallion said as he and his team advanced towards them before the adults appeared from behind.

"Helix, we found it!" Flash called out as Ruby held up a white and black colored key with a grey end.

“The device!” The alien mare exclaimed.

“Get your filth off it!” The alien stallion demanded as the three aliens rushed towards them.

The alien dog quickly took the key from Ruby and ran away from the aliens and dodged them pretty well. The chicken alien tried to cut the alien dog off by standing in front of it, but it only leaped over with one jump and made it over to Helix. "Wow, that's a good girl or boy… Whatever you are." He said as the alien dog dropped the key into his hoof when it barked.

"Hand it over, now!" The alien stallion demanded.

"Haven't you heard about finders keepers?" Helix asked rhetorically as he stood up with a determined look. But then the Omnitrix started beeping as it got his attention.

"Omni-Key detected. Standing by for insertion." The Omnitrix beeped before the faceplate was pushed back to reveal a slot for the key.

"Whoa, so this is the key Zenith from Dimension 22 was talking about!" Helix said with realization.

“Don’t let him insert the key!” The chicken alien yelled with a cluck.

“Son! Hurry!” Delta yelled out.

“Right! Here goes!” Helix called as he inserted the key into his Omnitrix, which made the Omnitrix glow as it began to beep faster.

Then a bright green from the Omnitrix glowed from it as the watch then started shifting and changing appearances from his hoof. The face plate cover is now more squared with the hourglass green in the middle and the arrows black, it is more squared with three glowing lights with two buttons on the top and bottom part of the Omnitrix.

Then all of the sudden, he transformed into Fourarms but with the Omnitrix symbol on his chest and his clothes were green and black in the shape of the Omnitrix symbol. The Omnitrix soon had the hourglass and arrows switch colors as it turned onto its side while it let out some sort of humming.

“Whoa!” Fourarms called as he then felt some kind of armor formed in him as Fourarms’s helmet is red and has black protrusions resembling the head stripes on his normal counterpart as well as two green visors, with the mandible area being further reinforced by darker red plating. His shoulders, forearms and hands are covered by white plating, with his wrists having additional red plating. His torso and legs are encased primarily in black armor, with a red plate running across his chest, red thigh holsters, kneecaps and toe coverings and grey shin guards.

“Omni-key insertion and Omnitrix recalibration complete. Omni-kix armor now available.” The Omnitrix spoke up.

“Whoa! Helix is armored up!” Pinkie exclaimed in awed.

"So that key unlocked some sort of hidden power up within the Omnitrix!" Attea called out after seeing what happened.

"The armor itself is made from a very special material I created that I like to call Omni-kix." Zenith explained proudly.

"Real nice!" Spike called out.

“Talk about the next level!” Rainbow called.

"Just because you got fancy new armor, doesn't mean you're going to win!" The alien mare shouted before spitting acid right at Fourarms, but it didn't seem to pierce the armor. "What the?!"

“You guys are in so much trouble.” Fourarms said through the helmet with a smirk underneath it as he then charged at the alien mare, punching her gut as she was sent flying and fell to the ground.

“Hand over that device to me!” The alien chicken exclaimed as he then brought out a blaster and aimed it at the others. “Or your friends get it!” He added with a cluck.

“No!” Fourarms called with his left arms raised, but then one of his hands ejected as it rocketed out and smacked the alien’s chicken’s blaster out of his hand. “I have rocket fists?! Awesome!” He cheered before he gave a smirk. “Time to test this baby out!” He called as he shot more rocket fists.

The alien chicken was the first to get hit by one of the rocket fists as he tried to make a run for it but only got punched right in the beak. “Baaaa….” He groaned as the alien stallion turned and glared at him.

“You will not defeat me!” The alien stallion yelled as he charged at Fourarms, but two of the rocket hands grabbed him as the other half went back to Fourarms.

“Time for a double armored punch!” Fourarms called as he delivered a powerful punch, which sent the alien stallion flying as he flew up and crashed into a bush with a groan. “I’m starting to think this upgrade isn’t so bad after all.”

The alien stallion got up as he growled at Fourarms, “You won't win!" He shouted with rage before he was knocked out with just one punch. As he crossed all four of his arms, he noticed the Minotaur trying to sneak away before he walked up and grabbed him by the horns.

“And where do you think you're going, buddy? I think we need to talk about your deforestation.” Fourarms said with a firm glare.

“Uh, could we make a deal out of it?” Minotaur asked nervously as the others glared at him.

“Not after we have a discussion about your so-called carnival.” Twilight said with a glare.

A bit later, the Minotaur was handcuffed and was dragged away into a security wagon with the three aliens taken by an alien spaceship as King Asen, Bramble, and Twilight watches with a smile. “Well, it would appear you’ve gotten your forest back.” Twilight said with a smile.

"Yes, and I thank you for your help Princess Twilight." King Asen replied with a warm smile. "You and your friends."

“And we’ll make sure to pull back the vines and plants that’s been attacking others in the Everfree Forest and help regrow.” Bramble said with a smile.

“I’m looking forward to meeting you all again in the future.” Twilight said with a smile as the three gave a bow.

The others are surrounding Helix as they look at his recalibrated Omnitrix. “I can’t believe I got myself an Omni-kix armor! And I like the new designs of my watch, talk about an upgrade.” Helix said with a smile.

“Impressive, isn’t it?” Azmuth asked with a smile. “But there is a downside when you, how you say, armor up, is that it drains a bit of energy from the Omnitrix, which might make you time out a bit faster.”

"Who cares?! I, HAVE, ROCKET-PUNCHES!!!" Helix shouted with excitement before throwing some air punches.

Dust gave a chuckle. “I think we should give him a few minutes. He’s pretty excited about this new feature.” She said to the others.

“And to think he was afraid of finding the key.” Silverstream said with giggles.

“Okay, now I’m just jealous he got that upgrade.” Misty said with a chuckle.

Helix then stood tall as he looked at his Omnitrix. “Now that the Omnitrix has been Omni-kix, there’s no villain out there that will stand a chance.” He said with a determined smile.

"Looks like he's not scared anymore." Cozy said before they saw the ship coming down and the three aliens quickly jumped out.

"Hey, where do you think you're going?!" Helix called out before the three aliens started running from them. The group started to chase them down as they followed them into some sort of hole.

“What the?! They’re going underground!” Applejack called.

“In a pile of dirt?! Dreadful!” Rarity exclaimed with a look.

"Well, they're not getting away that easy!" Helix called out as he and the alien dog chased them down the hole.

“Helix, hang on!” Helen called as she and the others followed after him through the hole.

They travel down some sort of cave before Helix and his dog come to a stop as he looks ahead in awe. "What the what…?" He gasped in shock as he saw a very large city up ahead.

Just then, the others rushed up to him as the Mane and Young Six, Delta, Flash, Tempest, Cozy, Spike, Ruby, and Dust looked in shock. “What the?!” Flash exclaimed.

“An underground city?!” Spike exclaimed in shock.

"How, when, where?!" Twilight questioned in confusion at the site of an underground city.

“This… is… awesome!” Rainbow exclaimed in pure excitement as Manny and the girls rushed in.

“Well, what are you waiting for?! Let’s go!” Manny exclaimed to them.

“W-Wait?! H-How is there--” Tempest tried to questioned.

“We’ll explain everything later! Right now, we gotta go after the escapees!” Attea called as they ran off as Helix and the others regained their composers and followed after them.

Whoever they’re dealing with and what they discovered, their summer just got more interesting than the last one.

Author's Note

Here is a better look at what the key looks like:

And here is what his recalibrated Omnitrix looks like now:

And this Omnitrix design was made by the Ink Tank gang. Here's a link to the information of what their design of the Omnitrix can do if you like to know about it: https://5yl.fandom.com/wiki/Omnimatrix_Devices

And he now has ten new aliens: NRG, Amphibian, Armadrillo, Clockwork, Fast Track, Chamelalien, Terraspin, Wildvine (both classic and Rebooted, you know like how object has two forms), Astrodactyl, and finally Buzzshock.

Chapter 2: Omni-kix Part 2

In the underground city, the three aliens Helix and his team faced are running through the underground city that is filled with aliens while Helix and his friends are chasing after them while the Equestrians looked in shock at what they saw. “There’s a whole city of aliens down here!” Helix called in complete shock.

"Yeah, we found that out ourselves when we were heading towards the ship to the Plumber Academy last year!" Helen called out.

"How come you two didn't know about this?!" Cozy asked Delta and Dust as they started jumping across rooftops.

“We're just as surprised as you all!” Delta called. “But we heard rumors of alien settlements here in Equestria!”

“But we didn’t realize it would expand into a city!” Dust called out.

"How about we focus on capturing the escapees before they get away?!" Attea called out as one of the escaped aliens quickly jumped over a gap onto another rooftop.

They kept chasing them as the group scattered to catch at least one of them. They ran across all over the city until the three aliens regrouped and went down the tunnel as Helix chased after them as he entered. “Quillspeed should catch these guys!” He said as he activated his Omnitrix and turned the dial as he went to a familiar icon. "It's hero time!" He declared before he slammed the core down, but instead of Quillspeed, he was a plant-like humanoid who has two arms with four fingers on each hand. His hands are covered with leaves. Wildvine has spikes on his hands and elbows. His hands and feet are dark green, and his body, arms, legs, and head are lime green. He has vines on his arms, and wrinkles on his stomach, neck, and a portion of his legs.

He has a large dark green leaf connected to his back and torso and has dark green lips. He has one blue eye, and a lime green leaf acting as a collar around his neck. He also has large, dark green seeds on his back. He also wears the Omnitrix symbol on his chest. "Whoa, now this is new." He said to himself when he stopped in his tracks and sounded like somepony from Manehatten.

"Is that a new alien?" Ruby asked when she and the others caught up to him.

"And why is it disturbingly familiar?" Smolder asked when they saw him in his new form.

“Eh, upgrade Omnitrix. I think I need some time to figure out the new controls and what new aliens this thing unlocked.” Helix said to them.

"Well, can it do anything to catch the chicken that's up ahead?" Flash asked his cousin.

"Worth a try." Helix said with a shrug before he extended some vines from his back and they went into the ground. “Viney said what? This alien can extend and grow some vines? Cool sauce.” He said with a smile before the vines caught the chicken alien and got tangled on the tracks as it kept clucking. “That was wild. Hey, that’s a great name for this alien. ‘Wildvine’.” He said with a smirk.

"Awesome name, now how about we interrogate Chicken Little over there?" Spike suggested as they walked up to the captured chicken alien.

"Alright Chicky, how about you tell us who your boss is and we might just go easy on you." Wildvine said as the eyes of the alien chicken widened when he saw something behind them.

"B-B-B-Behind you!" He called out.

"Do you really think we're going to fall for that old trick?" Rainbow questioned with a brow. "How dumb do you think we look?"

Applejack turned and her eyes widened. “Uh, Rainbow, he’s telling the truth.” She said as an alien truck was heading its way.

“Quick! Move him!” Misty yelled as Manny grabbed the chicken alien and he threw him aside before they got hit with the alien truck.

"Hey, you took out my breaks!" The alien driver yelled at them.

"You're the one who hit us, dude!" Wildvine shouted back. "Were your lights off or something?!" He then quickly used his vines to grab hold of some pipes that were up on the underground ceiling while Manny dug his feet into the ground to slow down the truck.

They then exited the tunnel while crashing into some stands as the truck then stopped as the Equestrians and their alien friends were sent flying as they crashed into the ground. The alien driver brought out his speaker. “Part of Undertown market, connected to the sewer line, ground field tunnels and the ferry’s suction tanks.” He spoke up as the truck revealed to be a bus as the aliens inside quickly exited it.

"Undertown, is that the name of this underground city?" Twilight asked as they looked around and saw a few aliens around some market stands.

“Next stop, gasket gardens.” The alien driver said as the bus took off, leaving the group in the dust as they coughed.

“Oh, that’s rude!” Rarity called as she coughed.

“Hey wait, you don’t have brakes!” Delta called out.

"I'm sure it'll come to him." Wildvine said with a shrug before they started to walk around. "This is wild, man. So many aliens down here, right underneath Ponyville."

"And you think that some of the aliens down here came out to Ponyville disguised as ponies?" Pinkie asked as she picked up a bubble helmet and put it on her head.

"It's not just here." Ocellus said as she stood in front of a map that had different locations. “Apparently there's a bunch of alien cities across the globe."

“What now?” Fluttershy asked in surprise as the group looked at the map.

“She’s right. There’s a whole world of aliens right underneath our own!” Gallus said in shock.

“That… is… so awesome!” Rainbow squealed like a fanmare.

"Hey, who's up for some sightseeing?!" Wildvine suggested.

“I won’t mind!” Twilight said in pure excitement. “This is a fascinating discovery of a new land that is right below our feet of alien lifeforms!”

“Yeah, we were surprised ourselves. Since we didn’t know that more aliens actually lived in Equestria that much.” Helen said with a chuckle as Helix’s alien dog barked. “What is it, girl?”

“Wait, that alien dog is a girl?” Sandbar asked in surprise.

"You never pay attention in health class, did you?"

"Uh, well what exactly does she want?" Gallus asked as the alien dog barked again.

“I think she’s picking up something.” Azmuth said with a curious look. “Let her lead the way.”

They followed the dog just as Helix timed out and they looked around the place while they followed her. “Tube socks. Group in pairs. Group in threes. Group in five. Guaranteed to fit any tube.” An alien vendor announced to a crowd around his stand.

“That’s weird.” Rainbow commented.

"Mommy, I got a bloody nose." A young female XLR8 said before she held up a bag.

“Well, did you expect me to cook it for you here?” The mother XLR8 questioned as she held the bag.

“That’s just gross and disturbing.” Spike said with a grossed out look.

"Eh, different aliens have different food cravings." Dust mentioned before the alien dog went up to a stand with a bunch of tentacles on sticks.

“Tentacles on a stick. So fresh, they grab you.” The alien vendor said as he held up a couple of tentacles while they were still moving while the others, san Delta, Dust, Manny, Xylene, Myaxx, Azmuth, the alien girls, and Zenith, gave grossed out expressions while the alien dog licked her lips while panting.

"I’m guessing you're hungry, huh?" Helix asked the dog before they heard Smolder's stomach growling, which caught their attention as she blushed with embarrassment.

"Don't judge me, I skipped breakfast.” She told them before she looked at the tentacles. "And it looks like I'm that hungry."

“Well, in that case. Give us a couple of those.” Delta spoke up, which surprised half the group.

“With suckers or without suckers?” The vendor asked.

“With.” Delta and Smolder said as the alien dog barked with a nod, saying she wanted suckers as well.

"Uh, since when are you guys…" Helix trailed off when Manny and his girlfriends took the tentacles.

“Thanks for the offer.” Attea spoke up.

“Maybe you should help us.” Manny said as he and Helix’s girlfriends showed them their Plumber badges. “We’re Plumbers working a case.”

“Did you see a group alien bi-peddle low-lives run through here?” Lolaxx asked the vendor.

“What? No. I don’t know nothing, I don’t see nothing.” The alien vendor said as he closed shop and went to the driver era and took off.

“What was that all about?” Misty questioned with a brow.

“I have no idea.” Helix said with a shrug.

“It seems that some of these aliens are afraid of them down here.” Zenith noted.

"Well maybe whoever the bad guy is will end up coming to us." Helix said with a shrug.

"What do you mean by that?" Ruby asked him.

"Well how it usually goes is when they go back to their boss, he'll up saying 'Helix and his little friends, come to ruin my plan.'" Helix started explaining. "Then he'll probably send some big lackey to come after us and then we'll end up finding him."

"That does feel like it happens to us more than once." Helen mentioned with a shrug.

“True that.” Flash said with a shrug.

“Well, we need to find their boss and find out whoever or whatever it is and find those alien runaways before they do any more damage.” Twilight said to them.

“Not to worry.” Dust spoke as she walked up to them. “While we were searching around, an alien talked to me and explained a spot where we got a lead.” She explained with a smile.

“Since when?” Smolder asked in surprise while eating a tentacle stick.

“Since you were distracted by the tentacles.” Dust said with a smirk.

“Of course you did.” Helix said with a sigh.

They soon came to some sort of bar that has a sign on top that reads 'GasTown.' "Huh, didn't know aliens down here had a sense of humor." Spike commented as Cozy went up to the window and looked through.

"And for good reason why it's called GasTown, it's filled with a bunch of gas." She told him as she saw some blue gas inside.

“I was told that one of the alien culprits' co-workers is inside.” Dust explained.

“But most of you might want to wait outside.” Xylene said to them. “That’s poison gas in there.”

"Huh, I probably got an alien that can clear the room." Helix said before you press the button on his Omnitrix and the core popped up. He then cycled through the different forms before slamming it down. He then transformed into a green turtle-like alien with large flipper-like arms, green eyes, and stumpy legs. The tips of his arms also have three holes each, which can extend finger-like claws to use as fingers. He also has six holes in his shell, brown spots on his upper legs, toes, and shoulders, and a hexagonal and slightly larger body shape. The black stripes under his eyes are thicker, his legs are shorter, and his feet have each gained three toes and the Omnitrix symbol on his chest. “Cool. But what am I going to do with a big turtle?” He asked with a smirk.

“Well, you look like a giant terrapin turtle.” Fluttershy noted.

“That spins.” Misty added with a smirk. “So how about…”

“Terraspin!” Both Terraspin and Misty said at the same time with a smirk. “Eh!”

"Okay, let's see what he can do." Terraspin said before he walked up to the door and opened it up. This caught the tension of some of the aliens inside before Terraspin retracted his head into a shell before his legs combined into a fin and he spun around in the air. He started to move like a fan as he started to suck up all the poison gas in the room.

“Whoa! The dude can create or retract strong gusts of wind!” Gallus exclaimed in awed.

“Despite him hiding in his shell, he sure is a spinner.” Sandbar commented.

"But I think we may be suffocating some of the aliens in the room." Twilight pointed out as some of the aliens were coughing from the lack of poison gas. Dust then saw one of them making a break for one of the helmets on the wall and her eyes widened.

"That's him!" She called out before Helen quickly grabbed the helmet the alien was about to grab and quickly pulled it away from him.

“Nice hangout. Great atmosphere.” Helen joked as the helmet alien started gasping as the others surrounded him.

“So, who’s behind deforesting the Everfree Forest for the Omni-key?” Lolaxx questioned him with a firm look as they were passing the helmet around away from him.

“I tell you… as soon as I can breathe.” The helmet alien said as he was having trouble breathing.

"Sounds like a fair trade to me.” Ruby mentioned as she grabbed the helmet and was about to place it back on him.

"No wait!" The other's called out but it was too late as she put it back on and his suit filled up with poison gas while he smirked.

The alien then took off in his jetpack as he flew out the door. “You seriously thought that he would talk if we do as he said?!” Rainbow questioned Ruby with a look.

“I was being polite!” Ruby said in defense. "I never dealt with bad guys before."

"Well let's follow him and see if he leaves us right to his boss!" Terraspin suggested before he started hovering in the air when his fins started moving around.

“He can fly?!” Pinkie asked in excitement.

“No time to be awed, time to go!” Myaxx exclaimed as they all rushed out of the building and followed the alien helmet down the tunnel as they followed the blue trail.

“At least he leaves a trail for us to follow!” Applejack called. “This rodient will lead us back to the nest!”

“Better armor up.” Ocellus said as she put on her techno armor as they kept following the trail.

Meanwhile, a bunch of aliens were unloading some cargo out of some high-tech alien trains while one of them with a head on top and a face in the center of a stomach was up on a higher platform. “You will take these new shakedown machines to the surface. And fan out into the entire land.” A voice spoke up.

“But boss, we might accidentally crush your artifact you're looking for.” The alien said before his boss clenched his face and smacked him in the face.

“Don’t you see, fear is my currency.” The boss said as he walked up to the alien. “The artifact has survived the crash and it will survive this. My reputation will be made once the whole land of Equinn fears the name…”

“Helix Watch!" A voice called out fearfully as the alien from GasTown was flying in. "Helix Watch!" Soon the group followed behind before Manny jumped right on top of the alien and knocked him down.

“We have a deal! But this time, you’re gonna talk!” Manny yelled while holding the alien down.

“Manny! Heads up!” Zs’spoocy yelled before Manny looked up and saw many aliens in front of him as the others came to him as Helix timed out.

“Oh. Rats.” Manny muttered as he raised his hands while the others did their form of surrender.

“Nice.” Attea muttered as the aliens aimed their blasters at them as the alien Manny was on got up and rushed up to the alien group.

“Look. Those are shaking machines.” Zenith said with a worried look. “That is bad news.”

“How bad are we talking about?” Rarity asked nervously.

“Bad enough that at least one would blow up an entire building, but with so many, it will be enough to take out a city.” Azmuth explained.

“Helix Watch and his little friends!” A familiar voice spoke up as the alien boss walked up from the second floor. “Here to ruin my plan? I think not.” He said as his face revealed a familiar alien they haven’t seen in a while.

“Psyphon!?” Helix and the young group that knows him asked in shock.

“You kids know him?” Twilight asked in surprise.

“A friend of yours?” Ruby asked in wonder.

"He was an intern for Vilgax." Helix answered before he glared at Psyphon. "But we haven't seen him since me and Misty threw both of them into space."

"Aw yes, and after you finally destroyed my master, I guess you could say I had an epiphany and a little modification to myself." Pysphon told them before he stepped out of the shadows and they saw he had a completely new look.

His overall body shape is much slimmer and even more skeletal. Overall, he is taller and much more nightmarish. His fin has become rounded, like a horn, with the black accents now covering half of it from the tip down, a large black stripe creating the illusion of a pattern with the whites, and two other stripes on his forehead that curve down towards each other and point to where his corrugator muscles meet. His blood red eyes now contain snake-like slits for pupils and matching sharp black lines that extend from the bottoms of the black spots that outline his eyes. He no longer has a visible nose, he has tan jagged-rock teeth, he has an underbite, and his fingers are now long and pointy, like claws.

His robe is now more of a form-fitting armored suit that covers his arms and legs with the drapery only reaching to his knees, resembling a long coat. His armor has become bulkier in his shoulders and hips, the armor that circulates his jaw is equipped with two sharp curves on the chin (resembling a goatee), and the keypad thing on his chest now extends in length from the top of his sternum to his stomach. The drapery of his robe is equipped with a long loincloth-looking strip of red fabric decorated with black markings and three metal shell plates on each side. He has red markings on his shoulders, large horn-like spikes on the backs of his hands and tips of his toes, and 3 bolts on each side of his arms and legs, 2 on each side of his neck, and 2 on his clavicle.

"Wow, you definitely got uglier, that's for sure." Attea commented before Psyphon looked at the alien Manny knocked down.

"You brought both Helix and his friends right to my doorstep, and by the looks of his Omnitrix, I see you found the artifact I've been searching for." Pysphon said, which made the alien flinch. "I don't know whether to thank you for bringing them here, or vaporize you for foolishly leaving them right to our operation."

“Uh, thank me?” The alien asked hopefully before Psyphon fired a beam at him, shocking him as he yelled in pain before he fell to the ground out cold.

“Thank you.” Psyphon said with a sinister smirk as he rubbed his wrist. “You must be wondering whatever became of me, Helix Watch.”

“Uh, yeah. Because after my friends and I fried Vilgax into burnt toast, we haven’t seen or heard from you since then.” Helix said with a serious look. “Too busy trying to be powerful to be his second in command?”

“On the contrary, I'm actually most grateful that you destroyed my master." Psyphon told them with a smirk. “It gave me a chance to finally grow and be my own master. No longer am I what you say an intern for others. Now I am the master and I will have that artifact. And since I now know it is completely useless without your Omnitrix, I will take the utmost pleasure of saying this: Get them boys!"

The aliens then started firing at them as the group scattered around to avoid the shots while Helix, Misty, and Helix’s alien dog went into an abandoned cart. “I think Psyphon is enjoying being a master too much!” Misty exclaimed.

"You think?!" Helix shouted as he rapidly hit his Omnitrix as it was still in the red. “Come on, time back in!"

“I’ll take point!” Misty called as she activated her Omnitrix and picked an alien as she slammed the core down and transformed into her version of Wildvine, only she looked completely different from what Helix transformed into before. “Huh, looks like I’m my own Wildvine this time.”

“But why is your Wildvine different from mine?” Helix questioned since he noticed that Misty’s Wildvine appearance is more female but with tendals for legs, her head inside a mousetrap, her body is shaped like a dress. Her fly trap is much larger, and she has bulb-like hair with a ponytail, along with dark green lips. She has a skirt-like structure on her waist which covers the top of her leg tendrils. She has one glowing pink eye and she wears the Omnitrix symbol on her stomach.

"This is weird. Must be a similar species but different appearance. Remind me of the Wildvines from Zinon.” Misty said, seeing her form is almost similar to the ones when they were searching for Zenith.

"Huh, I did feel like Wildvine looked familiar." Helix said with a shrug before he quickly dodged a blast from one of the aliens.

"First one to bring Helix Watch to me alive, so I can tear that Omnitrix from his tiny little hoof, will get a very big bonus!" Psyphon declared with an evil grin.

“Well, time to show them what this Flowerfern can do.” Misty said with a smirk as she went out and brought out some pods from her back and tossed them, which exploded on impact that knocked the aliens away. “Huh, no wonder those alien plants love doing that.”

"Just do me a favor and keep your distance!” Helen called out after knocking a few enemies down with her tail. "I'm still having nightmares about those things!"

“Ditto!” Zs’spoocy and Attea spoke up, all having uneasy feelings while knocking some aliens away.

“Right, sorry.” Flowerfern said as she used her vines to grab some aliens and toss them away.

Delta and Dust quickly check out some blasters and start firing back while Manny punches a few aliens back. Ocellus was in her armor as she flew around and started blasting the aliens away while the Mane and the rest of the Young Six and Flash were fighting them with their own skills while Xylene used her powers to lift a couple up and tossed them away.

Helix then saw one of the aliens charging at him as he continued to beat down on his uni tricks before his alien dog quickly launched forward and bit the arm of the alien. "Good girl!" He called out before the Omnitrix finally turned green. “Now it’s hero time with a kix!” He called with a smirk as he activated his Omnitrix and selected an alien before he slammed the core down as he transformed into a new alien.

He is a yellow ten-foot-tall alien with an armored, robotic-like body. His head is similar to a Greek Corinthian helmet with two ears on it, giving him the appearance of an armadillo. He has a gray tail and jackhammer parts on his elbows, wrists and hands, creating the impression that he is a digging robot. Despite his mechanical appearance, all of these aspects are, in fact, biological and natural to his race. He also has blood that is grey and partially translucent with the Omnitrix on his chest.

Helix then turned his Omnitrix clockwise as it glowed and armor started forming. Yellow and white armor formed around him as a couple of spikes formed on his back. His left hand became a triple drill while his right hand is more claw-like while drill-like spikes formed on his back and his helmet has more of a face with a metal jaw.

“Whoa! Now that's what I call double armored!” Helix commented while also looking at his triple drill.

"Very impressive, so that is what the artifact and the Omnitrix can do as one." Pysphon said with interest before Helix slammed the ground with his drills and it began to shake like crazy.

“Whoa! Who’s rocking the house!?” Pinkie called as the entire area was shaking like an earthquake. “Earthquake!”

Then the tunnel began to collapse. “It’s collapsing!” Twilight called.

“Helix! Go easy with that alien before you get us all in a cave in!” Flash exclaimed.

“Give me a break! This alien is new!” Helix said in defense as he stopped the shaking. He then saw one of the aliens try to pounce on him before he reeled back and sent the alien flying with just one punch. "And it's awesome too! I think I will call this guy, Armadrillo!" He was then blasted from behind by Pysphon as he floated in the air.

“Another alien won’t do you any good.” Pysphon said before he charged at Armadrillo and flew through the wall.

“Helix!” Flowerfern called.

After smashing through the walls, Armadrillo and Psyphon flew across Undertown before they landed on a couple of stands. “Whoa. You’re a lot stronger then last time.” Armadrillo commented in surprise. "I better wrap this up quick before I time out."

“You think I wouldn’t be prepared?” Psyphon questioned as he fired a beam that appeared from his arm at Armadrillo, but it somehow bounced off the armor. “What? That should’ve overloaded your nervous system from my Psyphorbeam.”

"Yeah, I'm not sure how it works either." Armadrillo replied with a shrug. "Zenith was the one who made this Omni-kix stuff." Psyphon glared before he started firing lasers right at him. Armadrillo did his best to dodge the blast before he saw one blast hitting a pillar and was about to fall on top of a bunch of young XLR8s. He quickly ran in front of them before using his drills to take out the pillar with just one strike. “Go! Get out of here!” He called as the young XLR8s nodded and rushed off. “Huh, this armor makes me as strong as Gax or Humungosaur.”

However he did not have time to think about that as Psyphon blasted him a few feet back before the Omnitrix timed out. “Oh boy.” Helix muttered.

“It appears that your armor drained most of your Omnitrix’s power, which caused you to timed out faster.” Psyphon said with a smirk as he raised his arm as he armed another blaster. “But I have so many other sensations left to show you.”

"Uh don't suppose it wouldn't have to be a tickle machine, would it?" Helix asked nervously.

“Hardly.” Psyphon said as he was about to fire his blaster, but then they heard barking as they turned and saw Helix’s alien dog rushing towards them as she barked, jumped and bit on Pysphon’s arm, taking out the blaster with her jaws. "Give it back, you mangy mutt!" He ordered as the alien dog growled and ran up to Helix and gave him the blaster with a growl.

“Good girl.” Helix said as he gave a smirk to Psyphon. “Let’s see if this baby actually works on living skin.” He said as he aimed the blaster at Psyphon.

“Do you really think you can--” Psyphon was cut off when Helix blasted him on his legs, which caused them to puff up as his veins appeared as Psyphon stopped floating and fell to the floor while howling in pain.

“One thing about bad guys, they always talk too much.” Helix commented with a smirk as his alien dog barked softly and nuzzled her owner. “Aw, you did good.” He said with a smirk before he thought of something. “You know, I should really give you a name. How about I call you… Zed! You like that?” He asked as the dog barked happily in response. "Okay, Zed it is."

"Helix!" The others called out as they ran over to him.

“Are you okay?” Fluttershy asked in concern before they heard Psyphon howling as they turned to him as he clutched his leg in pain. “Oh, I guess that answers our question.”

“Well, it would’ve been me if Zed hadn't saved my flank.” Helix said as he rubbed Zed’s head, who purred at the touch.

“Ah, so you finally gave her a name.” Helen said as she and the other alien girls gave Helix a smirk. “Seems fitting and cute.”

"Yeah, but now what are we going to do about him?" Ruby asked before she pointed at Psyphon.

“Well take him into Plumber’s custody.” Xylene said to them. “They’ll take care of him and he’ll stand trial.”

"But seriously, this Omni-kix is awesome!" Helix shouted excitedly before a crowd of aliens cheered for them. “And it looks like they're thankful for us for taking down Psyphon."

“Looks like we’re heroes down here as well as the surface.” Manny said with a smirk.

“Heh, like the old days.” Delta commented with a smirk.

A bit later, they are back at the surface with Psyphon and his lackeys being taken away by the Plumbers while being escorted to the transporter. “This won’t be the last you will see of me, Helix Watch! I will be back!” Psyphon yelled with a glare. “Just you wait!”

“Yeah, I heard that before.” Helix said with a smug look as Psyphon was taken away.

“Now that was one crazy adventure.” Rainbow commented. “First we discover new aliens, find a whole underground city of them, and meet up with an old enemy. Just like the old days.”

“Well, it was fun. But now, we must return to Galvan Prime. We have much work to be done.” Azmuth said with a smile.

“You really have to leave so soon?” Silverstream asked. “It would be fun if you stick around for a while.”

“We would love to, but work is never done.” Myaxx said with a smile.

“Besides, after seeing the Omni-kix armor activated and the Omni-key safe, we are needed elsewhere.” Zenith said with a smile. “Besides, we have another project we have to work on.”

“Really?” Flash asked in surprise. “What kind?”

“It’s a surprise Twilight asked us for. But when the time is right, we’ll let you know.” Zenith said before she tapped her bracelet. “See you around.” She said as she, Azmuth, and Myaxx teleported away.

“Something tells us that this summer will be more exciting than the last one.” Spike said to them.

“It most certainly." Rarity said with a nod.

"What kind of surprise did you ask them?" Helix asked Twilight.

"Don't worry, with them, I'm sure that they'll be finished with it soon." Twilight assured them. "For now, why don't we do a little sightseeing around Undertown since we didn't have much time last time."

The others looked on for a moment before they smiled. “Alien town road trip!” Helix and his friends cheered as the adults laughed at their excitement, seeing that their summer is about to be more exciting.

Author's Note

This is what a Omni-kix Armadrillo looks like with the abilities:

POWERS AND ABILITIES

● Omni Kix Armodrillo shares the same abilities as its default form, excavation that can make earthquakes and fissures

● Can dig deep with in seconds

● Can create Huge earthquakes and shockwaves

● Now he has 8 drills

● He can use his jackhammer arms to launch objects

● Improved strength

● Improved armour

● Has visor ability for eye protection

● The earthquakes use his tremor creation ability as a catalyst

● Can turn himself as a giant spike ball

● It can make sandstorms through its holes just like tremors

Chapter 3: The Antitrix?!

It's been a few days and Helix was pacing around in Twilight's castle in the map room as he looked a little impatient. "When is the surprise coming?" He asked the others who were in the room with him.

“Have patience, Helix.” Twilight said with giggles. “It only be a few days, and knowing Azmuth, Zenith, and Myaxx, they might be putting the finishing touches to them.”

"But you told us that it would be done soon, and we really want to know what kind of surprise it is." Manny mentioned. "You can at least give us a hint as to what it is."

“Trust me, with something like this, it’s gonna be worth the wait.” Twilight assured them.

“Well, we have been practicing and waiting patiently in the Plumbers’ academy, but it’s a bit hard to figure out what it is.” Attea said.

"Is that why you asked Apple Bloom, Scootaloo, and Sweetie Belle to join us and they can bring anyone they want to?" Rainbow asked Twilight while she was flying in the air.

"Celestia, Luna, and Discord will be joining us and this one is going to knock your feathers off, Rainbow." Twilight replied with a smirk.

“Well, it better be. Because I seriously need to get flying then wait around.” Rainbow said impatiently.

“Well, it won’t be long.” Delta said while looking through his badge.

“What makes you say that?” Gallus asked.

“Because according to our scanners, something is entering the atmosphere.” Delta informed, which got the group's attention.

“An alien invasion, again?” Misty asked tiredly.

“Unknown. It’s an unknown craft that I can’t identify.” Delta said before looking at the id code. “But it appears to be galvan tech.”

"That means they're done and they brought it here." Twilight said with a bright smile before Tempest and Spike entered with some bags packed.

“Bags are all ready and packed, Twilight!” Spike called out with a smile.

“So, are we ready to go or what?” Tempest asked.

“Oh, we’re ready.” Twilight said with a smirk. “First, get the CMC and their friends ready. Because the request I made is here and ready.”

"But what the hay is it?!" Applejack asked as they followed her outside.

Once they made it outside, the group had their jaws dropped at what they were seeing while Twilight kept her smirk. Right between the Castle of Friendship and the School of Friendship, a large twin-bladed tilt-rotor aircraft with three blades on each wing. The nose cone and some framework are navy blue, and the cockpit roof is cyan. Dull blue is used on the prop turbines and twin pylons around the sides of the cockpit, plus the rooftop hatch. The tailfin assembly, side pylons, and patchwork up top are silver, and the vehicle is covered in olive and green stripes and panels. The turbines have orange lights and black three-bladed props.

It lowered down as it latched itself onto the mobile base. “Sweet Celestia…” Fluttershy muttered.

The back of the shuttle opened up as Azmuth, Zenith, and Myaxx walked down a ramp that lowered down. “Hello, my Equestrian friends.” Azmuth said with a smile.

“Were you all surprised?” Myaxx asked with a smirk. “Because from your reactions, you were.”

“This is… top ten level 100000 AWESOME!!!” Rainbow called out with a wide smile. “What is this?! Some kind of spacecraft?!”

"Wait, did it just eat the mobile base?!" Pinkie questioned.

“Pinkie Pie, don’t be ridiculous!” Rarity scolded while smacking Pinkie with a newspaper as the cheerful earth pony gave a dopey smile.

“Aw, but I’m so good at it!” Pinkie complained.

"I just thought if I'm going to be the next ruler of Equestria, I should get to know the world and help read the magic of friendship around.” Twilight explained before gesturing to the shuttle. "So I contacted Azmuth and Zenith for a little favor and this is it."

"That's so cool!" They heard a colt called out before they saw the CMCs with Button Mash, Rumble, and Tender Taps run up to them. "I'm really glad we agreed to this!" Rumble said excitedly

“We are going to travel the world flying in that?!” Scootaloo asked in pure excitement. “It will be like flying! WHOOHOO!”

"So, this little road trip is going to be going around the world?" Helen asked Twilight.

“Yes. It’s time we go further and see more sights.” Twilight said with a smile. “I even ask them to make a latch for the mobile base to be attached to. I was thinking of calling it the Omni-Copter.” This only made the others let out groans from that name as it didn't seem fit for them. “What? It’s a good name.”

"I see you've been busy, Twilight.” Celestia mentioned as they saw her, Luna, and Discord walking up to them.

“Oh, my. You certainly have a new ride. Better than that old hot air balloon.” Discord commented before he snapped his fingers to make luggage appear next to him. "It's a good thing I prepared for a big trip."

"Now before you get on, we must make some adjustments as well as some a few modifications." Zenith told them.

“So, you flew this copter all the way here, and yet you wanted to make the final adjustments?” Helix asked with a brow. “I thought it was already finished.”

“Oh, it is. But you can’t be too careful with these things.” Myaxx said to them. “We just need to make a final check up before it’s ready to fly. We teleported from orbit just to get it here.”

"Besides, we still have to wait for Starlight, Sunburst, and Trixie, and we also need to bring some essential items for the occasion." Twilight added.

“Well, we better get started then.” Applejack said while holding up a list. “It’s a good thing you made a list of items we need, Twilight. Especially for a group this big.”

“Well, where are we gonna get so many items at once?” Gallus questioned. “Because last I checked, there’s too many stands in Ponyville to even get around at once.”

"You're forgetting something." Silverstream mentioned before she pointed down to the ground.

Gallus looked down in confusion before his eyes widened as he gave a dull look. “Of course.” He muttered, mentally smacking himself.

“Well, looks like we’re going back to Undertown.” Sandbar said with a smile, which made the CMCs, their friends, and the royal sisters and Discord give confused looks.

"Under-what?" Luna asked them.

"The kids will show you while you get the items on the list while the rest of us get the items up here." Twilight told them.

“Is this Undertown too far?” Discord asked.

"It's actually closer than you think." Azmuth told him before he looked over at Helix. "But do you mind leaving your dog here? We have a little gift for her."

“Really, you got something for Zed?” Helix asked in surprise as Zed braked in excitement as she wagged her tail.

“Yes. Don’t worry. It’s only short. But you’ll see what we gave her once you get back.” Zenith assured him with a smile.

“Well, okay.” Helix said as he then petted Zed. “Now you stay here and behave. I’ll be back.” He said as Zed barked and licked his cheeks. “Heheh, good girl.” He said as he turned to the group coming to him. “Well, time to go underground.”

A bit later, Helix and his friends went down the tunnel as they entered the stand side of Undertown as Celestia, Luna, Discord, the CMCs and their friends looked on in shock. "Wh-When did… how long…?" Celestia stuttered as she was shocked to see an entire underground city filled with aliens.

“H-How long has this city been under Equestria?” Luna muttered in complete shock.

“You know, I have no idea.” Helix said as he turned to them. “Didn’t you guys know about this?”

"N-No, I had no knowledge of any of this." Celestia admitted before she looked at Discord. "Did you know about this?"

"Um I…uh…this…" Discord stuttered with much disbelief.

"I think this place broke Discord." Ocellus mentioned before she noticed an uneasy look on Helix's face. "Are you feeling okay?"

“Y-Yeah. I just… I have this strange feeling that I can’t shake out.” Helix said while rubbing his hoof nervously. “Something I hope I shouldn’t feel.”

"What kind of feeling?" Tender Taps asked in confusion before they heard a laughter, which made Helix stiff even more.

“No way.” Helix said as he turned to the source and rushed towards it.

“Hey, Helix, wait up!” Manny called as they rushed after him, but then stopped when Helix poke his head to a corner. “What up, man?”

“Yeah, why so jumpy?” Sweetie Belle asked in confusion before they turned a corner and saw a dark red unicorn colt, with a black and red mane while wearing a jacket walking up to some stacked cans. The colt then kicked one of the cans on the bottom to make the whole thing fall over before he laughed and walked away. "Hey, why did that colt--"

“That’s no colt, that’s Chrono Clock.” Helix said with a serious tone.

“You know him?” Zs’spoocy asked in surprise as Helix turned to them.

“Chrono Clock was the first bully before Cash and J.T. and he moved a long time ago” Helix started while rubbing his hoof. “And compared to those two, they are better than Chrono Clock, they would even steer clear of him. He’s the reason why I didn’t eat lunch in the cafeteria for three months. He’s the reason for my rational fear of public bathrooms. He was always in the grade ahead of me and he never missed a chance to humiliate me. Like in the hallways, in the lunchroom, in the library, and even in the bathroom.” He then shivered in fear at the bad times he was remembering.

“Wow, compare to him, Cash and J.T. are like good colts.” Misty commented.

“That’s awful.” Helen said as she and the others gave Helix a sympathetic look. “But, what are the odds of him doing down here?”

"I think the real question is how he knows about this place in the first place." Manny mentioned.

"Who knows, but maybe it's time for a little payback now that the tables have turned." Helix said as he pointed towards his Omnitrix.

“I don’t think you should--” Celestia tried to say.

“Celestia, my worst rival and bully is here and I finally have a chance to get even. You think I’m passing that up?” Helix questioned as he walked off to find a place to transform.

“You really don’t know when Helix wants payback, he won’t stop until he does, do you?” Sandbar asked the princess of the sun.

"Trust us, we sort of know how you feel when he gets like this." Attea mentioned before Discord snapped his fingers and he was in a chair with some popcorn.

"Well, this is going to be great entertainment.” He mentioned as Helix followed Chrono and saw Chrono messing with a mannequin. Chrono used his magic to move the mannequin hoof to make it look like it was picking its nose.

"Sometimes it's just the little things in life." He said to himself before he walked away.

"I think it's high time this stinker gets a taste of his own medicine." Helix said before he activated his Omnitrix and programmed Stinkfly. Once he slammed it down, he transformed into his stinky bug alien and flew off after Chrono as he was checking some pillows. “Hey, Chrono, look who's got the power now. Let’s see if you think this is funny.” He said as he shot slime out from his tendril eyes which Chrono blocked with a pillow as he jumped away. "Huh, I'll admit that's a good block."

Chrono landed on his hooves as he gave a smirk. “Well, well, well, how are you doing, old buddy? It’s been a while.” He said while he looked up at Stinkfly. "I saw you a few days ago, and I know it's you, Helix."

"So what if you know who I am? I’ve got more power now than you do now!" Stinkfly told him.

"Yeah, but I got to say that I like your watch." Chrono mentioned before he had a sinister grin. "But the design could be a lot cooler, like mine for example." He added before he pulled up his left sleeve to reveal a familiar watch in the color red and black, with an X symbol.

“Another Omnitrix?!” Stinkfly questioned as Chrono quickly slammed down on the core and he transformed into a different version of Gravattack. The rocks that formed his body were black and red with a purple corn in the center while his eyes glowed red. He had sharp horns on the top of his head while his pants were black and red.

“Cool. This thing was made for fun. Let’s dance, dweeb!” Chrono called while his normal voice was still the same as he charged at Stinkfly, who flew away to dodge him. “Oh, come on, you big chicken! Or whatever you are.”

“The name’s Stinkfly!” Stinkfly called, which amused Chrono.

“What? Seriously? Stinkfly?” Chrono asked as he laughed in amusement. “Only you, man!” He laughed before Stinkfly gave him a look as he fired another slime from his tendrils, which landed in Chrono’s mouth as he felt like he was gonna puke.

"Maybe I should have called myself barf-fly instead." Stinkfly said in amusement before Chrono spit out the goop.

“Okay I'll admit, you got me good on that one.” He mentioned before he looked up at Stinkfly. “My turn!” He called as he formed himself into a ball and flew at Stinkfly.

“Whoa! Easy with--” Stinkfly tried to say before he moved to avoid Chrono’s attack, but Chrono hit a couple of pipes before he landed on a stand with a painful groan as he got out of his ball form. “Seriously? How long have you got that Omnitrix? Because it seems like you’re out of practice with it.” He noted that seeing Chrono’s Gravattack form and how he controls it is like it’s his first time.

“Okay, I admit I haven’t had it long.” Chrono admitted as he got up. “A few nights ago before the summer started, I had this crazy dream that was so real. I have to draw down on what it showed me. And when I did, I realized that they were plans, blueprints for a device. At first, I didn’t want to make it since I had no idea what it was for. But then saw you fighting an alien creep in Undertown and noticed your watch.” He said while pointing to Helix’s Omnitrix. “That’s when I compare my blueprints with your watch. That’s when I realized what I did and then I started making my own. Luckily for me, this little alien town had a few of the components I needed to build it and with a few minor modifications of my own, I’ve got something pretty awesome. The Antitrix.” He explained while showing his Antitrix symbol on his forehead.

"So you built your own Omnitrix and called it the Antitrix?" Stinkfly questioned. "And what do you mean by a few minor modifications?"

“Here, let me show you!” Chrono called as he levitated a large pipe right at him before he jumped up and tackled Stinkfly.

The others then rushed in and saw Stinkfly fighting Chrono. “Is that Helix?!” Discord asked in shock.

“Yeah! But who pony friend fighting?” Yona asked as Chrono and Stinkfly kept flying through some stands.

“That alien looks almost like Gravattack, but different.” Misty noted.

“I thought he was after Chrono.” Smolder said in confusion.

"Uh, I think we should get some civilians to safety and then worry about that." Helen mentioned before they saw Chrono pick up a big pipe before he tripped and he was hit in the head by the pipe by his own gravity power.

"You know, your modifications seem a little bit glitchy." Stinkfly mentioned as he flew up.

“Whatever. I know better than some stupid dream.” Chrono said as he got up and lifted up the pipe. “I just need time to get used to the upgrades.” He said before he levitated the pipe and tossed at Stinkfly, which he dodged before his Omnitrix started beeping.

“Oh, boy. Gotta fly!” Stinkfly called out as he flew off to another part of the vendor stands. “Dang it!” He shouted before his Omnitrix timed out and he fell to the ground. He got up and glared at his Omnitrix. “For a watch, you have a lousy sense of timing. You might be overdue for a little modification yourself.” He said before Chrono ran over at the other end.

"Aw what's wrong, did your powers go bye-bye?" He taunted before Helix started running and he chased after him. Then Helix turned a corner as Chrono tried to turn, but he slipped and slid to the otherside before he got up and ran after Helix.

Helix kept running before Helen rushed in and grabbed him as she and the others were there. “Helix. What’s going on? Who is that?” Helen questioned.

“That’s Chrono! He has a knock-off Omnitrix of his own that he calls an Antitrix!” Helix quickly explained.

"Where'd he get one?" Apple Bloom asked.

"He said he got it from some dream and now I'm waiting for my Omnitrix to recharge so I can take care of him." Helix replied.

“But first you need to figure out how to lure him away from innocent lives.” Celestia said before Chrono smashed through a couple of stands and managed to regain his balance as he turned to Helix and his friends.

“Ah ha! There you are, Watch. Now let’s have some real fun!” Chrono called.

“Lure him out, that’s easy considering he's after me.” Helix commented before he rushed off as Chrono ran after him while smashing some stands as he called in pain.

“Wow, he’s lousy with that Omnitrix.” Button Mash commented. "What exactly is an Omnitrix?"

“Long story.” Ocellus said to them.

“He must’ve just got it if he’s having trouble controlling it.” Lolaxx stated.

Helix continued running and knew he couldn't run for long. "I have to find some place to hide for a bit until my watch recharges." He said to himself before he stopped when he saw something and noticed a few balls laying around. "That should work." He said as he got an idea.

Chrono ran up to where Helix is after nearly tripping, but then he turned and saw a food stand, mixed with normal or alien food as he raised a brow before he continued on before the grape revealed to be Helix with a bunch of balls disguised as a grape before he rushed off.

Helix then ran to a stand and stopped as he leaned on it. “Phew. I lost him.” He said in relief before he saw a young Stinkfly looking at him. There was a bit of Silence before he decided to break it. "Now there's a reason why I'm--" He was cut short when the Omnitrix recharged and the core popped up on its own to show him a different alien icon. "Hey, that's a new one."

Helix then slammed the core down as he transformed into a humanoid alien, a physical being constantly emitting pure, red, radioactive energy. He wears a heavy, dark green-teal oven-like containment suit, with three slits capable of letting out some of his radioactive energy. He has a handle on the head and the shoulders have bolts. There are three more bolts on each hand, and two on the chest while the Omnitrix symbol is on his chest.

"Whoa, this is incredible!" He spoke with a Russian accent. "I never felt so much power before! I think I'll call this guy Power-Oven. No, that's not right. Oh, Impower Suit! That's weak. Energy Thing! Nah, not good enough! How about Mega Power Guy?!"

"NRG." The Stinkfly kid said.

NRG thought for a moment before shrugging. “Works for me. Thanks, kid.” He said as he then rushed off while trying to balance his suit. “Okay, this suit is not good for running. It’s a bit tiring.” He said while panting before he stopped and leaned on his knees. “This is gonna take some getting used to.”

"Hey there you are, Watch!" He heard Chrono called out before he turned to see him up ahead. He came flying right at him before NRG grabbed him and released a laser from the holes in the suit's helmet, which sent Chrono flying back.

"Okay, the suit can stay." He said to himself before he chased after Chrono. "How far did I blast him?" He asked after seeing some crash areas before he stopped when the trial ended. “Alright, Chrono, where are you at, buddy?!”

"Comin' atcha, Watch!" Chrono called out as he was in his ball form and flew right at NRG. The two aliens then wrestled each other in strength before Chrono tossed NRG into another stand. “Are you ready to go again, kid?!” He challenged NRG before he then spit out some lava on the ground, which Chrono stepped on as he yelled in pain. “Ow! That's hot!”

"What, can't handle the heat?" NRG asked with a smug tone. "Then stay out of the kitchen!" He then blasted Chrono through the roof as Chrono used his Gravity Power to pull NRG with him.

The others then ran up to the hole. “Helix!” Misty cried out.

“They’re heading for the surface! Come on!” Luna called as they rushed to the exit.

“Oh, this is an amazing show.” Discord commented while still eating popcorn before floating after the others.

They then resurfaced as both NRG and Chrono were tussling before they rolled down a hill and jumped over a cliff. NRG quickly grabbed hold of the edge on the other side before Chrono grabbed hold of his leg before he could pull himself up. “If I’m going down, you’re coming with me!” Chrono yelled out.

“You and every other bad guy I’ve met said that before!” NRG called as his friends went to the side of the cliff.

“Oh, no!” Apple Bloom cried out as NRG tried to climb up.

“Not so fast, freak!” Chrono called as he pulled NRG harder, which made him slip as he clutched the edge.

Just then, the Omnitrix started beeping. “Oh, not now! I need the power!” He called as he struggled to get Chrono off him. “Let go! I’m about to time out and--” He stopped as he realized what he was thinking. “I’m about to time out. That might work.”

“Come on, loser, I was just getting started having fun with you!” Chrono taunted.

"Well I'm done having fun with you!" NRG replied before his only tricks timed out any chance formed back into Helix. Thanks to that, his leg was short enough for Chrono not to have a good grip as he started to fall down to the river.

“Not cool, Watch!” Chrono yelled as he fell into the water as Helix climbed back up and looked down as Chrono tried to swim. “This isn’t over! I’ll be back! I’ll be back!” He cried out as he was pushed away by the current.

Helix took a breather in relief before he turned to his friends on the other side. Who are all smiling proudly at him as Helix gave a smile with a nod at them. "That was smart, letting his Omnitrix time out to win." Ruby commented.

“My cousin has always figured out a plan.” Misty said with a smile. “He really became a bit more mature when going hero.”

"It does feel like he has his moments." Cozy mentioned with a smile. "Do you think the others are done?"

“Possibly. We have been gone for a bit.” Manny said with a shrug.

Soon, they returned back to the castle with a few things they got from Undertown. “Ah, you’re all back.” Flash said with a smile. “Got everything you need?”

“Yeah. We did.” Ocellus said with a smile.

“And we also discovered a few other things in Undertown.” Zs’spoocy said.

“We were just as shocked that there’s a whole town of aliens right below us.” Celestia said with a smile. “And to think, we know every corner of Equestria.” She then gave an exciting smile. “I know what I’m gonna do when we retire!” She cheered.

“Yes. It is a place we would like to explore next time.” Luna said with a chuckle at her sister’s excitement. “It was an interesting place.”

"Even I'll admit, I did not expect a whole town filled with aliens." Discord mentioned.

"So, you think that chopper ship thing is ready yet?" Smolder asked with a smile.

“Lucky for you, it is ready for launch.” Azmuth said with a smile. “We did our final check and your new ride is ready to take flight.”

"What about Zed, what did you need her for?" Helix asked them before Zen came up to them with some sort of green and white dog collar with the Omnitrix symbol on the front. "Cool collar."

"It's actually one of the earlier prototypes of the Omnitrix." Zenith told him. “Of course, it had no means to be use up until now. And with a few modifications Azmuth, Myaxx and I did with it after hearing about your dog, we finished it and thought you should have it.”

"Cool, but what does it do?" Helix asked them. "I mean I know it turns the wearer into aliens, but what does it do to a pet like Zed?"

“Oh, we know a way.” Myaxx said with a smile. “Go into one of your aliens and whistle to Zed in that form.”

“Uh, okay?” Helix asked as he activated his Omnitrix and slammed it down as he transformed into Heatblast. “Okay, Zed.” Heatblast said as he gave a whistle.

Zed heard the whistle as her ears perked up and the Omnitrix symbol on her collar beeps as it switched to the same Heatblast icon, and then her body began to morph into a pterodactyl like alien that had the same lava rocks as Heatblast all over her body. She even had a saddle on her back as she let out a mighty screech. "Whoa, that's awesome!" Heatblast, Button Mash, Scootaloo, and Rainbow Dash cheered.

“Zed now has her own Omnitrix, which we like to call it: the Omni-Collar.” Azmuth revealed. “When you go alien, all you have to do is call Zed, and if you're in one of your alien forms, she will react and transform into the same species to either give you a ride or help you in battle.”

"Oh man, I'm not going to lie, I'm kind of jealous right now.” Misty admitted with a smile just as Starlight, Trixie, and Sunburst walked up to them.

“Hey, guys. We’re here!” Starlight called out.

“Sorry we took so long. But it took us a while to even get our things ready and closed the school up for the summer.” Sunburst said.

“And the Great and Powerful Trixie usually don’t go anywhere without her things and--” Trixie was cut off as she and her two friends looked and saw the Omni-Copter, Zed, who is in her Heatblast form with Helix and the others as they looked in shock. “Uh, since when did you get a new pet?”

"Heck yeah I did!" Heatblast replied before he timed out with Zed. "Oh and before I forget, is it possible for any creature here in Equestria to make his or her own Omnitrix?"

This brought Azmuth, Zenith, and Myaxx’s attention, as well as everypony else. “What?!” They all exclaimed in shock.

“How is it possible to make a level 20 alien tech here in Equestria?!” Delta asked in shock. “Even with the alien tech out there and in Undertown, it’s impossible!”

“Uh, yeah, we have much to tell you. Especially an old bully of mine, Chrono Clock.” Helix said with a grim tone.

Meanwhile, Chrono climbed out of the water after being swept up by the river as he pulled himself up onto dry land. He panted heavily before he laid on his back just as his Antitrix timed out and he transformed back. “I gotta have to practice my powers before facing Watch again.” He muttered tiredly.

Somewhere in an unknown location, a red monitor was zoomed in on Chrono as a claw pressed a button on a console. "Phase one of the end of the coming storm is in effect." A dark sinister voice said. "The Antitrix has been created, now it is only a matter of time." He then pulled up a familiar blueprints of the Omnitrix as electric red sparks were feeling the room. "And we have the destroyer of worlds to thank for this." He then let out a sinister chuckle as a video image of both Helix and Chrono was shown on two monitors.

Whoever this figure is, he seemed to have interest in both Helix and Chrono, but more specifically, Helix, as the heroes will face a few new enemies this summer.

Author's Note

This is what the Antitrix looks like in the story and it is my own design:

And if you all are wondering what aliens Chrono will have, it will be the same list as Helix. The only problem is what kind of names Chrono will give his aliens.

Chapter 4: Bug Brothers

In a desert warehouse in the middle of the desert, a truck was titled as the pony that was driving it was tied up and gagged. A giant stallion wearing a hazmat suit is carrying a barrel and opened it up as toxic liquid was bubbling before he dipped his gloved hoof in and took a sniff through his mask. He cringed in disgust and then carried it to a machine as he poured it in.

Then a pony with light tin fur and black mane came up and looked at the machine as he turned to his partner. “Is that all of it?” He questioned as his partner removed his mask, which revealed to be a cockroach’s in a pony’s body as it gave him a grunt as the fuel meter reached almost to full. “More. We need more!”

The stallion with the Cockroach body then noticed the cockroach headed pony was sniffing his hoof fiercely. "Are you seriously sniffing your own hoof again, Roach?!" The stallion questioned disturbingly as the Cockroach responded with its own noise. "Well it's a gross habit, so knock it off! Right now, we need to find more waste, or the very least, more power." The stallion then got a sniff in the air which made him cringe. "Whoa, do you smell that?!"

At the Omni-Copter, it and the mobile base are parked at the side of the road as the entire group was cleaning the inside. "Seriously, how did this place get so dirty when we have only been traveling for like a week?!" Manny questioned as he was carrying a few garbage bags while cringing at the stench.

“Because a couple of ponies with an ego and cheerful attitudes had a party here last night.” Applejack said while gesturing to Pinkie and Rainbow.

“What?! We have to have our first party inside the Omni-Copter!” Pinkie said cheerfully.

“And it was a fun party! Don’t judge us!” Rainbow said with her hooves crossed.

"Yeah, but thanks to that, you got the new copter all dirty." Twilight scolded the two. "It'll take us days to clean it up."

"I don't see what the problem is." Button spoke up as he helped Sweetie Belle sweep up some confetti. “Couldn't Helix and Misty turn into their fast aliens to do this faster with Helen?"

“That's what we ask before we’ve gotten started.” Helix said with a sigh. “But Mom and Dad, and the rest of the adults said that we shouldn’t rely on our aliens for shortcuts.”

“Or to use our powers to cheat and stuff.” Helen said with a sigh.

“That’s right, kids.” Delta said to them with a nod. “Even though it would get the job down quickly, you still need to learn the important lesson in responsibility and cleaning.”

"But I am responsible and cleaning stuff, I basically do that every day with a watch.” Helix mentioned as he was referring to his hero work.

“Then this should be easy for you.” Dust joked to her son with a chuckle.

“Yeah, I saw that coming.” Misty said with a chuckle as the rest of the young group sighed.

“Oh, I hate cleaning.” Gallus complained.

“You said it.” Smolder said in agreement.

“But we have tons of activities planned for our trip to the famous local backwando caves.” Twilight mentioned as Rarity did a double take at what you just said. "But now we're short on supplies and we're going to have to go into town to get more."

"Backwando what?" She questioned her.

“Yeah, but I don’t think those supplies matter if we don’t clean this place up.” Xylene said while gesturing to the mess.

“Yeah, we just got a new ride and flew across the lands in style, yet, this place smells worse than Stinkfly.” Attea said while clutching her nose as Zed barked in agreement.

"How about y'all go get the supplies while we clean the rest of it up?” Apple Bloom mentioned while gesturing to the young group before she leaned over to Helix. "And maybe it'll be done faster, hint hint." She whispered with a wink as Helix gave a confused look before looking at his Omnitrix before he smirked.

“Yeah. With us together, we might get this done sooner.” Helix said with a smirk.

Outside the Omni-Copter, the two body switched creatures were spying on them as the pony in the cockroach body looked through the binoculars. “Yes! That flying thing is bursting with waste!" The stallion said with an evil grin. "Execute phase one: Stomp the chumps! Uh, you got a pen on you right?” He asked as he looked at his partner who held up a pen.

“Come on, ponies. We don’t want to miss the cave of wonders after we get back with the supplies and the kids.” Twilight said as the adults walked off while Rarity groaned in disgust at the idea.

"Yeah, a cave filled with bat poop, can't wait!" Rumble called out before the young group quickly went back inside. "Okay they're gone. Go for it!"

"Way ahead of you." Helix before he slammed down on the core of his Omnitrix and transformed into one of his new aliens. He is a feline-like alien with a black suit-like color scheme, and his hands, legs, chest, and part of his head are colored blue. He has black mask-like fins around his green eyes, a triangle-shaped nose, a thunderbolt-like design down his chest, and a triangle one down his back. He also has spike-like blades on his arms and legs while the Omnitrix symbol is on his chest. “Whoa, this is a new one. I was going for Quillspeed or XLR8.”

"Hey, has anyone seen my bow?" Apple Bloom asked. "I could have sworn it was on me a moment ago."

"I'll check." Helix said before he started moving around inside of the counter which surprised the others as he was moving so fast.

“Whoa! He’s fast!” Spike commented before Helix stopped and held up Apple Bloom’s bow.

“Found it! It was on the table.” Helix said while the others looked at him in surprise. “What?”

“Helix, you just ran as fast as XLR8.” Lolaxx said to him. “You got a new speed alien.”

"Didn't you notice how fast you were going?" Misty questioned her cousin.

“Actually. Not really.” Helix said while tapping his Omnitrix. “Everyone just stood still around me while I was searching for Apple Bloom’s bow for the past few minutes.”

“Uh, dude, you just found it after 3 seconds.” Sandbar said in shock.

"Are you guys being serious right now?!" Helix asked excitedly. "Oh yeah, that means Fasttrack can get this done in no time."

"Fasttrack?" Attea repeated with a brow.

“Hey, he’s fast like a train on tracks.” Fasttrack said with a shrug. “It’s the best I could come up with for the new speed alien.”

“Well, since you're faster than me and Misty, how about you get started on cleaning this place up?” Helen asked with a smile.

“Sure thing!” Fasttrack said as he looked at the list on the table. “Huh, Twilight left us a chore list. ‘Kids clean bumper and windows now!’.” He read as it read just as Fasttrack said. “Huh, Twilight must really want that bumper and windows clean. Even call us kids.” He said while rubbing his chin.

"Huh, but why is there a sticky note on the list and why is it in red pen ink?” Misty questioned before Fasttrack took them all outside.

“Well, can’t argue with the future Princess of Equestria.” Fasttrack said with a smile as he prepared some brushes with some buckets.

“True enough.” Ocellus said, but before they could get started, they saw something wrong. “Hold on, the windows are spotless.”

“Yeah, you're right!” Fasttrack said while looking at the bumper. “And this thing is cleaner than clean!”

"What's that supposed to be, cleaning gear?” A stallion asked before they saw the stallion with the bug body. "What happened to that green ugly colt with that watch?"

“Ugly?!” Fasttrack questioned in an offensive before he and his friends realize who they’re talking to.

“Wait, how did you get--” Manny tried to ask before Helen realized something.

“Hold on a second.” Helen said before she sped off to the entrance of the desert to a sign. "'Devastation Flats, #1 in nuclear testing. Protection barrier is always up.' Yeah, should’ve figured that and it totally explains a lot." She then raced back before looking at the stallion headed bug. “Mad scientist, bug, head swapped, mutated, close?" She questioned him.

The stallion headed bug gave a smirk and clapped his bug’s hands. “Give the lady a pat on the cone and a hoof-full of peanuts with her friends.” He said with a smirk.

"Wait, if he's the mad scientist with the bug body, does that mean--?" Fasttrack was going to ask before each of them was punched back by the bug on the stallion body.

“Yep. Someone got that big pony fist.” Scootaloo moaned as they were on the ground next to some rocks.

The two bug/stallion swapped duos walked up to the mobile base. “Phase Two: Jack this ride!” He called out as the mobile base then drove with the Omni-Copter in tow on top.

"Hey, they're stealing our ride!" Zs'spoocy called out before Misty quickly transformed into her version of Quillspeed. She, Fasttrack, and Helen then raced over below the Omni-copter before they looked up.

"Hey fellas, I think we got off the wrong foot here!" Fasttrack called out. "So why don't you pull over and get out so we can put the right foot upside your heads?!"

The bug in the stallion’s body then poke his head out of the driver’s window as he spoke in its own tongue, which disgusted the three speedsters. “Okay, that’s completely nasty in many ways.” Misty said with a disgusted look.

"How is that even a thing?" Helen questioned in disgust before the cockroach unleashed some sort of goo onto their faces from his mouth.

"Grossgrossgrossgross!!!" All three of them shouted as they tried to wipe the goop off of their faces and ended up slamming into cacti.

After a few painful grunts, the three got their faces free from the cactus, but had a few needles and still got some slime on them. “Puked by a roach head on a stallion’s body?” Helen questioned in disgust as she plucked some needles off her face as she cringed.

“That’s so disgusting!” Misty yelled out.

“They do realize, this means war.” Fasttrack said with a serious tone.

“Oh, it’s so on.” Helen said as she and Misty have the same expression as Fasttrack.

The three of them then got ahead of the copter as they quickly spun around and created a cyclone right in front of it. “What?” The stallion in the bug's body asked in surprise as they drove up to the cyclone while the three speedsters stopped from behind.

“Now that’s what I call a cyclone.” Misty commented.

“They won’t be able to get through that.” Fasttrack said as the copter flew around in the cyclone before being tossed away and over a giant canyon.

“Wowzers! Someone loves us bugs.” The stallion on the bug’s body said with a smile. “We would’ve driven straight into that chasm if it wasn’t for that random cyclone.”

"OH COME ON!!" All three of them complained before they were swept up into their own cyclone. They yelled out before they were flung to a rock as they slammed on it before the three fell to the ground.

“Didn't see that coming.” Helen muttered.

"Are you guys okay?!" Ruby called out as the others caught up to them.

"Where's the copter?" Cozy asked them.

“Apparently, it went over a chasm thanks to our own cyclone.” Misty muttered while rubbing her head.

"How does that even make any sense?" Tender Tap questioned.

"Just help us up, I got a Plan B." Fasttrack told them.

A bit later, they were on a cliff where the mobile base and the copter are driving by as Helix was now Fourarms as he rubbed his hands together with giggles. “Manny, help me push this boulder down. It will stop them in their path.” He said.

"Okay!" Manny said before they both pushed the boulder as it seemed like it was going to hit the copter.

"Wait, stop this thing!" The stallion told his partner which caused him to stop as the boulder rolled past them. “According to this map, we're going in the wrong direction!" He called before his partner babbled to him. “Upside down?” He asked before he realized the map was upside down. “Oh, so it is.” He said as he got it right side up. “Keep going.” He said as they continued on.

The boulder kept rolling before it rolled up and ramp and back to the others. “Oh, man.” Fourarms groaned as he and Manny were crushed by the boulder as the others cringed.

"Is it me or are those two lucky?!" Manny groaned.

"Anyone got a Plan C?" Fourarms asked the others.

The mobile base and the copter kept going before Cannonbolt appeared with Misty’s version of Shock Rock with the others behind them. “Time for Cannonbolt to charge up and knock this train off its tracks!” Cannonbolt declared.

"Let me give you a shocking boost!" Misty added as she rubbed her hands together to build up a charge. Cannonbolt nodded as he then got into rolling position and started spinning. Misty then charged him up before Cannonbolt took off, fully charged as he rolled closer to the copter and mobile base.

The bug in the stallion’s body then spoke up. “Why are you so jittery?” The stallion in the bug’s body asked his partner as he spoke up. “I told you not to drink all that soda!” He scolded with a slap to his partner’s face. “Fine. Make it quick.” He said as his partner stopped the vehicle, which Cannonbolt tried to hit but missed as he crashed into a stone pillar as rocks fell on him.

The others cringed from the crash as they rushed up to where Cannonbolt is before Misty timed out and a green flash was shown in the boulders. Helix climbed out as the mobile base and the copter drove off. "Okay, what the heck do they want with the copter and the base for anyway?" Scootaloo asked when they went over and helped Helix up.

"Only one way to find out." Helix said before he slammed down on his Omnitrix, but saw that it was in the red. "Misty?"

“Sorry, timed out too.” Misty said while showing her watch was red as well.

“Well, guess the rest of us are walking since none of us have superspeed.” Ruby said with a shrug.

“Hey, cheap shot.” Helen said with a look as they stood up and started following the tracks on the road.

The Young Ones were calling out to the copter like it was a dog as they were heading to some sort of waste power plant. They got in through a big hole in the wall as they kept looking around for the base before Button Mash cringed his nose at a horrible smell. “Do you guys smell that?" He asked the others.

“It smelled like expired cupcakes Pinkie accidentally baked one time.” Siverstream said in disgust. “Mixed with seaweed.”

"Why would those guys bring our ride here?" Smolder asked in disgust.

“Don’t know, but we found our ride!” Sandbar cheered as he pointed to the mobile base and copter next to them.

"Yeah, but why does it look so clean?" Helix asked as Zed was sniffing the mobile base and the copter. She let out a happy bark before they went inside to see the rest of it had been cleaned out from any litter.

“So they took our ride just to clean it up for us?” Ocellus asked in surprise.

“If they wanted to help clean, there were other ways for them to do it instead of stealing our rides.” Silverstream commented.

“Well, whatever they did, it saved us the trouble!” Smolder cheered with huge relief. “Hey, anyone for a snack?”

“I don’t think it’s that simple, Smolder.” Cozy spoke up. “Why go through all this trouble just to clean our rides?”

"What do you mean it's stuck, butt-for-brains?!” They heard the stallion question before they went outside and saw him standing in front of some sort of machine as the cockroach with the stallion body replied. "Well if it's jammed, get in there and stop on it!” He ordered as the roach in the stallion’s body climbed up and started stomping on what appears to be the trash that was from the Mobile Base and copter as the bug lost his balance and fell as the fuel meter was then at full. “It’s fully functional, Roach!” He called as Roach rushed up to him as the machine fired a red beam. “My most ingenious invention yet is now completed! The Magg-O-Net!" He declared as a giant magnet was seen in the red beam.

"Uh, does anyone else make any sense of what's going on right now?" Ruby asked the others in confusion.

"Nope, but this is probably our cue to start punching things.” Helix mentioned before he activated his Omnitrix and transformed into Humungousaur. He then let out a whistle towards Zed as it activated her Omni-Collar and she transformed into her version of a Vaxasurian as she grew huge into Humungousaur’s size with a very long neck like a Brachiosaurus and a saddle appeared on her back. “Zed, sick the bug face stallion!” He called as Zed roared and charged at Roach and tackled him down to some barrels.

“Roach?” The stallion on the bug’s body asked in shock before Manny grabbed him as he and the others looked down at him. “First those speedy twitties and now this! Do I have a sign on my back that says ‘Please ruin my plans with weird alien heroes’?!” He questioned.

“Well, you made us chase you all over the desert!” Attea said with a look. “Because you wanted to use our trash from a party that went on for a week to power a giant magnet?”

"You haven't cleaned that thing in a week?" The stallion questioned them with disgust before he pulled himself out of Manny's grasp and went over to the magnet. "Thanks to all your disgusting habits, I've reached the Final Phase of my master plan! Now prepare to witness the genius that is Naiv Mind! That's me." He told them before he pressed a button on a remote and the magnet lit up.

Then suddenly, some tiny specks flew past them, which confused the group before Ocellus saw something. “Are those maggots?” She asked as they looked closely and realized they were maggots as Naiv Mind laughed as the maggots flew up to the magnet and then started forming arms and limbs.

“Yes!” Naiv Mind cheered as the maggots finished forming as they turned into a big giant maggot monster with the magnet in its chest as it gave a roar and started eating towers.

“Ew, gross!” Yona exclaimed in disgust.

“There’s something you don’t see everyday.” Rumble said.

“No you haven’t.” Scootaloo said in agreement.

“Now now for the coup-de-grace.” Naiv Mind said as he climbed up his monster’s head. “You see Las Pegasus over there?” He asked as he gestured to Las Pegasus that is closed by. “I want you to eat everything there! Except for the money.”

"So wait, the dude stole our ride so he can use the trash to create a giant magnet that attracts maggots to eat Las Pegasus?!" Sandbar summed it all up in confusion. "That makes no sense at all!"

"Whatever, it's hero time!” Humungousaur declared before he grabbed a nearby barrel and threw it at the giant maggot monster.

The monster yelled after feeling the pain as Naiv Mind fell and dropped his remote as Manny picked it up. “You won’t be eating anything without your remote!” Manny called as he crushed the remote with a laugh. “Problem solved.

“Manny!” Humungousaur yelled, which made Manny flinch. “You didn’t have to destroy the remote!”

“Why?” Manny asked before the maggot monster started roaring in rage.

“Your giant friend is right!” Naiv Mind called out as they looked down at him. “If you would have just hit the off button, it would’ve shut down!” He yelled, which made Manny realize his mistake.

“Uh, oops.” Manny said with a sheepish tone.

“Now there’s no way to stop it! It’s going to eat Las Pegasus, and then it’s going to eat everything else!” Naiv Mind yelled.

"Not a chance, even without your remote, we'll still find a way to beat that thing!” Humongous told him.

"Eh, it's your funeral pal." Naiv Mind shrugged before he screamed when he went over to Roach, who was still stuck in a barrel. “On your hooves, Roach, mush!” He called as Roach got up and ran off as the heroes turned to the maggot monster as it roared at them.

“We are really not looking forward to this.” Tender Tap said in disgust as Ocellus armored up.

"What are you complaining about?" Lolaxx questions him with a brow before she gestures to the superpowered team. "We're the ones who are going to have to fight that thing."

"And I'm going to be washing my hooves for a week after this." Misty mentioned as she transformed into her version of Overflow.

"Let's just do it." Humungousaur said as he turned the watch sideways and he activated his Omni-kix armor.

Humungousaur’s face, lower jaw, torso, arms, and knees are covered in white and orange plating, his neck is covered in grey and white plating, the inside of his mouth and shoulders are green, and the mace on the end of his tail is now cylindrical with grey spines running from his neck and back.

“Awesome armor. And another thing about the Omni-kix’s armor, I don’t have to feel to punch something.” Humungousaur said with a bit of relief.

“Again, I’m jealous.” Misty said with her arms crossed.

“Mind taking point first, Helix?” Helen asked him.

“Sure thing.” Humungousaur said as he charged at the giant maggot monster. “Time to test what this armor could do as this alien.” He charged at the maggot monster before swinging his tail right at its leg, but it quickly reformed its leg after it was struck. "Mega gross!" He called before he quickly dodged to avoid its stomp as he punched again, but then it caught him. “Ah, so mega extreme gross to the extreme!” He exclaimed before his helmet visor glowed green before he fired a beam at its face, which made the maggot monster let go of him as it stepped back. “Hey! I have laser beams! So cool!” He cheered.

Helen raced around the Giant maggot monster and fired lasers on it but it seemed to be unaffected by her blast. Same goes for Attea, Ocellus, and Lolaxx while Zs'spoocy used her ghostly telekinesis to throw barrels at it. “There’s no way to even stop this thing! It’s completely made of maggots!” Zs’spoocy exclaimed.

Misty then rushed up and shot some water beams from her wrist, which caused some of the maggots to wash off as they were on the ground before the maggot monster reformed its limbs and knocked the heroes back. “Okay, well, we know that water is effective, but it just keeps growing back.” She groaned.

“Well, how are you guys suppose to take that thing down?” Smolder asked while using her magic to keep the maggot from escaping before Humungousaur saw something in its chest.

“The Magg-o-net! That’s what keeps those maggots together!” Humungousaur realizes before he just found out what he said as he chuckled. “Oh wait, Magg-o-net. Like maggot magnet.” He said with a laugh as the others chuckled in agreement.

"Oh man, I just got that too!” Manny said with a chuckle. "That's actually pretty clever. Let's find something to throw right at it!"

“With what?! That thing already ate everything worth throwing!” Gallus exclaimed while gesturing to the area that was already eaten by the maggot monster.

“Well, there is one thing that might be worth throwing, but you’re not gonna like it.” Sweetie Belle said with a nervous look as the others turned to her as she gestured to the mobile base and the copter.

"Oh man…" They all groaned in frustration.

The maggot monster burst through Smolder’s shield as Humungosaur carried the two vehicles before throwing it at the monster as he frowned. “They were so clean.” He said as the copter and mobile base went through the maggot monster and removed the magnet as the monster desivoled and the magg-o-net fell to the ground, shattered into pieces as the maggots crawled away.

The young group looked at the maggot covered mobile base and copter. “Well, we did it. Hurry.” Humungosaur said unhappy as the others frowned.

“It’s gonna take a lot of time to clean these things again.” Ruby spoke up with a frown. “Longer if any got into the inside.”

“Well, we better get started and get back to the spot before Twilight and the others get back.” Misty said with a sigh as they all walked up to their vehicles.

Later, the adult ponies were walking back from town with a few bags. “Do you think the kids only told us to go on ahead so they can use their powers to clean?” Tempest asked rhetorically to the others.

“If they did, they’re in for a lecture.” Dust said to them.

“But what’s strange is that usually when they’re done with their powers, they would’ve come to us way sooner.” Fluttershy noted.

"Whoa, check that out." Rainbow told the others as they saw that the mobile base and the copter was clean from top to bottom.

They soon entered as they saw the kids doing the finishing touches on the mobile base with some cleaning equipment. “Kids?” Twilight asked in surprise as the young group turned to them as they had tired expressions from cleaning up the mobile base and the copter.

“Ta-da. All clean.” Silverstream said tiredly.

“And we did it all without our powers.” Helix said with a tired smile.

“Wow this place is spotless on the inside and out.” Rarity said with a smile.

"And to do this without any powers or abilities shows that you are all responsible." Celestia added with a smile.

"But why do you all look so exhausted?" Flash asked them.

“Trust us, we have to clean both the mobile base and the copter from top to bottom to even get it this spotless.” Manny said with his arms slug.

“Are my parties really that messy?” Pinkie asked in confusion before she saw a tiny little maggot on the ground. “And how did this maggot get in here?"

This made the kids' eyes widened before they turned and saw a maggot. “It’s a long story.” Scootaloo said tiredly.

“And trust us, we’ll clean it out.” Apple Bloom said with a yawn.

“As soon as we take a quick nap.” Sweetie Belle finished as she and the other young group fell to the ground and they started snoring in exhaustion as the adults looked down at them.

“Aw, they work themselves to the bone.” Twilight said with a small smile.

"But honestly, how do they get themselves tired just from cleaning?” Luna questioned as the adults were oblivious as to what happened when they were out.

Chapter 5: Unusual Weather

In a cornfield, a farmer was doing some crops as he wiped his brow from the heat of the sun, but then he saw fire flying over the cornfield at high speed while a couple of police chariots were being pulled by magic. He quickly ducked down when the fire went by as it flew overhead as two Aybssians wearing police uniforms ran through the crops.

“There he goes!” A grey Aybssian called inside the police chariot.

His partner, who is an orange Aybssian, then took out a radio. “Suspect is heading west in the back 40s of the Catglas farm." She radioed in.

“Copy that.” A voice in the radio spoke up.

“You got that barrel ready?” The Aybssian asked.

"It'll be ready before he gets here, Sheriff Purrson." Soon another police Chariot was following the fire as it made a few turns to try and get away from it.

And then as it flew, it then hit a scarecrow as it fell to the ground, revealing to be an alien similar to Heatblast while having an Omnitrix symbol on his chest, only he had cat ears and tail. “Ugh. I’m the worst flyer ever.” He moaned as he rubbed his head.

“There he is!” A voice called as the Heatblast cat alien turned and saw some Aybssian with a hose and many barrels of water as he raised his paw.

“Look, I don’t want to hurt you guys.” He told them. "Just leave me alone and I'll be on my way!"

"Lucky us, unlucky you." Sheriff Purrson replied before she nodded to her men. "Let 'er rip!" She ordered as her men fired the hose as water hit the Heatblast-like alien as some steam are showing.

He got up as he formed a fire in his chest. “Cut it out!” He called as he blasted the barrels to pieces.

“Sheesh. Lighten up.” An Abyssian told him.

"Maybe I would if you just leave me alone!" The Heatblast cat alien shouted back before the police Carriage from before was coming right at him. It soon crashed right into him which sent him flying and he crashed into a wall of a farm as he fell to the ground. He groaned before transforming into his previous form, revealing to be a young brown Abyssinian with red stripes on his body while still wearing his Omnitrix symbol on his chest before he lost consciousness.

This Abyssinian soon came to as he found himself in some sort of ice Locker with handcuffs on his paws. “Ice room is the only place where you can’t hardly use your powers. So we can have a talk, Blitz.” Sheriff Purrson said to him as Bliz stood quiet. “The only question is how long it will take for you to talk.” She said as he continued to keep quiet. “Okay, I’ll start. You can join in if you want. Because for the past weeks, the kingdom has had a series of fires all over and some even suggested strange weather patterns before they're happening."

"I didn't burn anything!" Blitz shouted with a look.

"Ah, I knew you weren't deaf, now if you could just come up with something smarter to say." Sheriff Pursson said with a brow. “You're the only freak around here who's able to be on fire without burning up."

"What's the point of even talking to you?" Blitz asked. "You won't even believe anything I say anyway."

“Fires all over the kingdom, weird past burned through the fields, Mrs. Tavi's oldest son turns out to be some kind of fire-breathing mutant." She listed out. "What's not to believe anymore?" Blitz didn't reply as he looked down with a look. "Oh, so we're going back to the silent treatment huh?" The sheriff then reached over and took the badge from Blitz.

“Give it back! My father gave it to me!” Blitz demanded as Purrson looked at the badge.

“Ah, so you wouldn’t mind if you explain to me what it is.” She said while showing the badge.

“It’s mine!” Blitzu exclaimed with a look. "It's really important to me!"

“Not unless you're an arsonist and a thief, freak!" Purrson accused with a look before she and her partner left him alone. "Keep an eye on him until I get word from the king and queen to know what to do with him." Her partner nodded as Purrson put the badge down on the counter before she walked out as the badge then started beeping.

In the sky, the Omni-Copter is flying over the clouds at night while everyone is relaxing while looking out. “My, the night stars are even more beautiful when you’re up close to them.” Luna said with a smile.

"I'm so glad you guys decided to go to my home kingdom, because there's a special event that only takes place in the summer." Ruby mentioned with a smile. "You guys are gonna love it when we get there."

“What kind of event are we talking about?” Spike asked in wonder.

"Sorry, but that's a surprise." Ruby replied with a smile. "All I can tell you is that it involves going fast."

"Wow, I'm really interested in what it is." Cozy mentioned before she noticed the CMCs giving her a suspicious look. "Do you three really still think I'm still bad?"

“Well, you did use us to help you try to pass an entrance exam.” Scootaloo started.

“Which you failed on purpose and made Twilight banned us from school because we tried to help you when she thought we wanted you to fail.” Apple Bloom added.

“And let’s not forget it was an act to try and get close to Twilight and drain Equestria of its magic and nearly turn Friendship into a weapon.” Sweetie Belle finished with a glare. “So, yeah, we still think so.”

"Oh come on…" Cozy groaned with annoyance.

“Now you know how we feel when Twilight doesn't let go that we ditched her during the Canterlot Wedding." Rainbow mentioned.

“Yeah.” Twilight nodded before turning to the CMC. “And she and I said we were sorry.”

“Sorry doesn’t count that you hardly even let us explain or even trust us enough to even help tutor the other students before you actually listen to us, Princess.” Scootaloo said with her hooves crossed. “Or being used for nothing more than an evil plan.”

"Wow, who knew that manipulating friendship could lead to holding grudges." Helix mentioned.

“Yeah, I sorta learned that the hard way as well.” Starlight said in agreement while giving a sheepish tone. “Especially after my own evil incidents, Twilight hardly trusts me to even do my own Friendship Quest on my own back then.”

Celestia then turned to Twilight with a disappointed look. “Twilight, is that true?” She questioned her former student.

"Not that, it was more like I thought she couldn't handle it and needed my advice." Twilight replied sheepishly. "And technically I wasn't there. It was a spell I used."

“Twilight, you kept pressuring me and won’t let me solve things on my own and kept thinking of every worst case scenario.” Starlight said dully. “Which really stressed me out to the point of having a nightmare about it!”

"Hey, you were the one who switched their cutie marks which made me really on edge." Twilight told her.

“And you're the monkey wrench who made me go under pressure to even go through with that idea!” Starlight retorted.

"I didn't even tell you to do that!" Twilight retorted back.

"Who's up for a game?!” Trixie called out before things could escalate.

Twilight and Starlight looked at her with brows as Sunburst whispered to her. “Nice save, Trixie.” He whispered.

"Okay who's up for a game of--" Pinkie was going to suggest before they heard multiple ringing coming from inside the copter. "Guess the sound?"

“Is that a phone call from your brother, Helen?” Manny asked.

“I don’t think that’s Pierce calling.” Helen said in confusion. “And there are more than one ringing.” She said as she, Lolaxx, Manny, and Attea, as well as Dust, Delta, and Xylene picked up and saw their Plumber badges. “Our Plumber badges?”

“What are they doing beeping all at once?” Smolder asked in confusion.

“That’s the plumber’s alarm.” Delta said as he pressed a button on his badge, which made the other badges stop beeping as a holomap appeared.

“Whoa! What is that feature?” Misty asked them.

"It's a homing beacon, kind of like a GPS for plumber badges." Dust explained. "Right now, those red dots are us."

“But the one that is blinking is another badge sending a distress signal.” Xylene explained. “A Plumber must be in trouble.”

“You think?” Flash asked in wonder.

"But, I thought there weren't any other plumbers around." Ocellus mentioned in confusion.

“Some remain active after Undertown was rediscovered and during recent events after we took Vilgax out of the picture last year.” Delta explained to them. “Some Plumbers either retired or remain active to keep an eye on the bigger dangerous things.”

“Well, what are we waiting for. He or she might need our help.” Helix said as Delta turned the copter around to the location of the other badge.

In the freezer, Blitz tried to break free as he tried to turn into his Heatblast form, but he quickly reverted back as he looked at his cuffs and saw his hands trembling from the cold. “Too cold…” He muttered before he gave a lava spit and melted the chains of his cuffs before he exited the freezer while the officer was sleeping in a chair at the front desk. He carefully closed the door behind him before he exhaled on his paws to heat them up.

He then concentrated before he burst into his Heatblast form, which woke up the guard. He quickly melted the wall and took off into the field as the guard watched in shock. “I am so fired when the sheriff finds out.”

A bit later, the heroes are all at the freezer place where Blitz was. “The Plumber is here?” Fluttershy asked in confusion.

“The coordinates check out.” Delta informed as he put his badge away. “We’ll find out the rest of the way once we check inside.”

“Then let’s go check it out, he or she could be in trouble inside the building.” Helix said seriously as they all walked up to the freezer before Misty spotted something.

“Hey, guys! Check this out!” Misty called while they went up to her and saw the hole on the wall.

“A big hole.” Manny said.

“Helpful.” Misty said with a brow.

"Maybe whatever the plumber was chasing made the hole." Helix said before he noticed that the hole looked a little melted. "Must be extreme heat." He noted before he then saw the badge on the desk that it beeps as he walked up to it and picked it up as he turned off the beeping. “Found what we were tracking.”

“That’s a Plumber’s badge.” Dust said to them.

“You think it belongs to the Plumber that escaped?” Spike asked.

"Or it was put here for us to find and to help find whatever made that hole.” Tempest theorized.

"So now what?" Rumble asked.

“We’ll search around and see if we could find any sight of the Plumber or the creature that made this hole.” Twilight spoke up. “Judging by how it was melted, it couldn’t have gotten far.”

"Let's see if Zed can pick up the scent." Helix said before he held out the badge out to his alien dog.

Meanwhile, Blitz was running through the cornfield as he was trying to get as much distance away from the police as possible. He looked around as he hid under a tractor when he spotted some lights flashing in on the other side as on the other end of the cornfield are the sheriff and her men. “The trail ends here. He couldn't have gotten far.” She said as they searched around.

Blitz saw the lights as he got up from the tractor and tried to get away, but one of the officers spotted him. “Found him!” He yelled as Blitz gasped before Purrson and the rest of her men came up the otherside.

“Why can’t you just leave me alone for like ten minutes!?” Blitz questioned in frustration.

“Doesn’t work that way, son.” Purrson said to him. “Why don’t you just come along quie--” She was cut off when Blitz fired a fireball at her flashlight, destroying it but making her flinch. “That’s it! Take him down!” She ordered as her men armed their weapons.

"Stay away from me!!" Blitz shouted as he burst his flames to send them flying back. When it died down, he saw what he did and had a concerned look on his face before he ran up to the sheriff. “I'm sorry, I didn't mean to--" He was going to reach out to help her up before a barrier suddenly blocked him.

Blitz turned when he saw Smolder holding her glowing claw up with the others beside her. “A pyronite?” Xylene asked in surprise.

“He almost looks like Heatblast, but as a cat.” Gallus commented.

"Yeah, and it looks like he could use some water!" Helix declared before he activated his Omnitrix and slammed down on the core. He transformed into Overflow before he turned the Omnitrix symbol on his chest to activate his Omni-kix armor.

Overflow’s armor is basically his body wrapped in metal armor and a large chest plate with white tubes coming out of the Omnitrix at the front of his chest. The water blasters on his arms overlapped his hands as two big water tanks were attached to his back.

“Time to cool him down!” Overflow called out while readying his water blaster.

“Stay away from me!” Blitz cried as he fired a beam at them before Smolder and the Unicorns/Alicorn put up a shield around them to block the fire beam.

Overflow then blasted himself up and tackled Blitz down, but Blitz turned him around as he pinned Overflow to the ground. “Hey! Get off me!” He called as Blitz got off and flew off. “Hey, get back here!” Overflow called as he used his water blasters to follow him. He looked down at the field where Blitz was flying before he turned and took off into the sky, passing Overflow with a yell. “Watch it!” He called as he flew after him.

Blitz took off high before he turned and blasted down as he fired beams at Overflow, who dodged them as Overflow blasted one of his water blasters at his legs, which caused his flames to go out as he started falling. Overflow saw this as he flew down to catch him. But Blitz got his flames going as he took off again as Overflow followed. Overflow and Blitz fired beams at each other, but Overflow’s blast overcame him as he put out the flames on Blitz as he fell to the ground with an exploding crash.

“Ugh. I don’t feel so good.” Blitz groaned while laying on his back before Overflow flew down just as the Omnitrix timed out.

“Had enough?” Helix questioned him.

“Uh-huh.” Blitz nodded as he got up as his flames were lit again as Helix walked up to him.

“There’s a Plumber that is chasing you. Where is he or she?” Helix questioned.

“Wait, you know the Plumbers?” Blitz asked in surprise.

“Yeah. Now tell me where he or she is. He or she sent a distress signal to my friends and parents.” Helix said to him before a light shined on them.

“Freeze!” A voice yelled as they turned and saw Purrson and her men.

"Uh, hi?" Helix asked as Purrson walked up to them with a glare.

"I should have known you couldn't start those fires on your own, Blitz." She said with a stern tone. "But now I got you, you and your accomplice."

"What fires?" Helix asked with confusion.

“Hooves and paws where I can see them!” Purrson ordered.

“Run!” Helix called as he and Blitz ran through the cornfield.

“What are you all waiting for?! Go after them!” Purrson ordered as she and her men followed them through the field.

Helix and Blitz ran through the cornfield before he turned and saw Blitz following him as they stopped. “Would you stop following me?! How am I supposed to hide with you around?! You glow in the dark!” Helix pointed out.

“But, I don’t know where to go.” Blitz said frightfully.

"I'll tell you where--" Helix was about to scold him before they heard something coming towards them. “Shh. Somebody’s coming.” He whispered as something was coming closer to them.

Purrson and her men went into the field before her partner saw something. “Hey, I think I see something.” He said as the two walked closer before they saw a carriage driving right towards them without anyone pulling it. They quickly jumped out of the way before it turned and went in a different direction.

The carriage drove through the field as Purrson and her partner were in their carriage as they chased after the runaway carriage before they saw a tracker blocking their path as Purrson exited and went to the side. “Alright, Blitz, you and your friend get out of the carriage, right now!” She demanded.

Then lowering the window of the carriage was none other than Flash and Twilight. "Is there something wrong, ma'am?" Twilight asked with an innocent smile. Purrson and her partner looked in and saw both Cozy Glow and Scootaloo in the back as the two fillies waved to them.

In a barn that was cut in half, Helix and Blitz rushed in as Helix looked out the outside to make sure they weren’t followed. “Why’d you help me?” Blitz asked in wonder as Helix turned to him.

“I don’t know. You remind me of myself.” Helix said to him.

“Yeah, I guess you're a monster too.” Blitz guessed.

“Well, technically, I’m a whole bunch of monsters and I have friends who are as well. But that’s the cool part.” Helix said with a smile.

“There’s nothing cool about this.” Blitz said as he looked at his paws as a spark of fire fell down and got some leaves burning.

"What's not cool about it?" Helix asked as Blitz kicked some dirt to put out the fire. “The super strength, the pyrokinesis, the flying?"

"I really hate flying."

"Yeah, well you kind of stink at it." Helix mentioned with a smile.

“Yeah, my powers just showed up a couple weeks ago.” Blitz told him.

“So you’re an alien or part alien like my friends?” Helix asked him.

"Part alien." Blitz replied as he went back to his Aybssian form. "My mom is Aybssian, so are my siblings, and I thought I was too until I woke up one morning and my bed was on fire. My dad quickly put it out and they explained it all to me and my siblings. He's a Plumber." He explained as he went over and sat down on a tire.

“Welcome to the club. My parents are Plumbers as well.” Helix said with a smile. “And I take it your dad gave you his badge?” He asked.

“Yeah, he explained to me what it was. It was all I have left of him after he…” Blitz trailed off with a sad look. “But then Sheriff Purrson took it from me and accused me of stealing it."

"Yeah well, I kind of stole it back." Helix mentioned before he tossed Blitz his badge. Blitz gave a grateful smile to Helix.

Back with Twilight, Flash Cozy, and Scootaloo, Purrson and her partner went off as Flash was looking at the ticket. “A 700 bit ticket. Nice.” He sarcastically said. “At least we got them away from Helix.”

“Don’t worry, Flash, I’ll make sure Princess Celestia, Luna, and I pay for the ticket.” Twilight assured as she drove the carriage off. “Okay, let's meet up with the others. They're probably with Helix and the Heatblast cat right now.”

“So, that badge didn’t belong to a full time Plumber, did it?” Cozy asked.

“Nope, feels that way.” Flash shook his head.

“So, that badge must’ve been that cat Heatblast.” Scootaloo stated. “But where did he get it? Is he like Helen and Manny?”

“He doesn’t act like a Plumber like the others. He’s probably just a Plumber’s kid.” Flash said with a serious tone. "Delta sort of explained it to me. He said the Plumber's kid it's sort of half alien half other creature. The reason why he has a badge is to keep real Plumbers from arresting them for interplanetary trespass. It’s like a passport so they don’t arrest them or take them off-world since they were born on certain planets. So that means Heatblast kitty is part Abyssinian.”

"So why are the Abyssinian authorities after him?” Cozy questioned.

“The Abyssinian or other places don’t even know about the Plumber’s kid.” Flash continued. “Usually, they don’t know some creatures have alien ancestors. Most of them have superpowers since they’re part aliens. Their powers lay dormant until they are suddenly awakened. It’s pretty common for special superpowered creatures.”

“Common?” Twilight asked in interest. “What do you mean by that?”

“Have you ever wondered how Smolder got her powers?” Flash asked them.

“Because she reads a spellbook?” Scootaloo guessed.

“The spellbook is just to help her learn the right spells. I’ve been wondering that since Delta told me about the Plumber’s kid.” Flash said to them. “But when Cursed and her switched bodies last year, Cursed mentioned that Smolder’s body has a magic spark within her that allows her to use magic spells. She probably got her powers after her family. Like Spike.” He said as Twilight raised a brow at him. “What? I thought you knew?”

“Spike never even showed signs of any other special abilities other than sending objects with his fire breath.” Twilight pointed out.

“Give it time.” Flash said as they kept going. “You will be surprised on how Equestria will reveal these days.”

Meanwhile Helix and Blitz were having a conversation and Helix told everything about his powers. "And then after my friends found the key, it sort of unlocked a power up within my watch and now I can armor up my aliens." He finished telling him.

“You somehow get the good stuff.” Blitz said with a chuckle. “All I can do is control fire and lousy at flying. And Sheriff Purrson thinks I set all the fires around the cornfield.” He said sadly.

“I don’t believe it.” Helix said to him as he looked at the line on the barn. “For starters, no fire could have caused this building in half. And Heatblast is an awesome alien, I can show you a few tricks I can do with him.” He pointed out before the carriage and the mobile base parked up next to them. “That’s my friends and family.” He said with a smile.

"Hey Helix." Helen called out before they noticed Blitz. “And who's your new friend?" Blitz walked forward and revealed his pyronite form. “Oh, it’s him.” He said as she walked up to him. “Name’s Helen. And you’re just like me and Manny.” She said with a smile.

“So, you’re like me?” Blitz asked.

“Yeah, we’re both alien hybrids from Equestria, like my brother Pierce, who’s in space right now.” Helen said with a smile. “What’s your name?”

"Blitz-ow!" He grunted when Helix chipped a piece of his rock-like body off.

"Oh come on, that didn't hurt that much.” He told him before he looked at the others. "There's something you should know, I saw something when I was flying over the cornfields after Blitz. He then used the small piece of rock to start drawing something on the ground. "It's not exactly the same, but it kind of looks something like this. Those aren’t roads that burn through the cornfields, they’re crop circles.” He said while showing a formation of the crop circles.

“Like those things aliens leave to find their way around?” Button Mash guessed.

"More like those things farmers leave to trick city folk.” Applejack mentioned as Xylene got a closer look at the drawing.

“Applejack, you are literally surrounded by aliens.” Dust said with a brow. “You think you would start believing them after last year and we’ve encountered tons of aliens as well.”

"I'm just saying, sometimes farmers like to play tricks." Applejack said it with a shrug.

"I don't believe it's either of those things.” Xylene spoke up. "They're not crop circles at all, they look more like circuit boards.” She said as they all looked at the drawing.

A bit later, they are then walking up high on platforms Smolder is making while Blitz gives a nervous look. “How are we doing this again?” Blitz asked nervously.

“Magic. Simple.” Smolder said to him.

“It’s not magic, Smolder.” Flash said to her.

"Flash, there's no way she has powers because she's part alien too." Twilight said with denial.

"I'm what?" Smolder asked with confusion after hearing that last part.

“Could you guys concentrate on what’s important?” Blitz asked nervously.

“You don’t think what we’re standing on is important?” Spike asked while gesturing to the platform.

“Okay, enough teasing Blitz. We’re high enough to see.” Xylene said as they looked out to the field, which they then noticed the crop circles have silver platforms. “Like I said, these aren’t crop circles, they’re circuit boards. I think this whole valley is some kind of giant machine.”

"Yeah, but who exactly did this?" Gallus asked before they saw one of the circuit boards was emitting some sort of white sparks at one end.

"See, I told you I didn't do it." Blitz told them.

"Yeah, but it's not enough to prove your innocence.” Manny mentioned. “We're going to have to go down there and see who's really behind it."

“Yeah, down is good.” Blitz said while holding himself as Ruby came up to him.

“Don’t worry. It will be quick and we’ll prove you innocent.” Ruby assured him. “No one messes with our land’s crops.”

“Sure, princess.” Blitz said with a small smile.

A bit later, the group are walking through the corn field as they then see three Abyssinians wearing business suits using some devices that are making the platform. "Despite our ability to suppress emotions, I must admit I grow impatient." One of them said, sounding a bit dull.

“Correct. With the lack of engineering, we must do the heavy lifting to proceed our plans. Which is, as one emotion will be, tiring.” A second one said with the same tone.

"I grow impatient too, that is if I feel anything, which I don't." The last one said with the same tone as the other two.

“What do you think they’re talking about?” Blitz asked as the others then shushed him to stay quiet. “Sorry.” He whispered as they kept watching them work until one of them stopped.

“The device is ready. Activate the tower.” The first one ordered.

“With pleasure if I could feel it.” The second one said as he lifted a remote, which caused the circuit boards on the field to glow bright. The others looked in surprise as they felt a bit wind blowing before a tower machine appeared a bit away from them as the group looked in shock before the tower gave an electric spark and clouds were forming in the sky and then it started snowing, shocking the group.

They soon walked out of the cornfield as they looked around as they began to inspect snow. Blitz kneeled down and with his heat, he found that the snow was real as it melted. He then felt a couple of hands hovering above him before he saw Manny and Attea holding their hands over his head. “Would you both cut that out?" He told them.

“Sorry, man, it’s cold out here.” Manny said while rubbing himself.

“And my species are frogs, which are a bit cold blooded.” Attea said with a shiver.

“What did they even build?” Starlight asked in wonder. “I've never seen anything like it.”

“The tower is some kind of weather machine.” Celestia theorizes with a serious tone.

“And those three Abyssinians were using alien technology to build it." Delta added with the same tone.

“B-But that’s impossible.” Ruby said in shock. “My kind hardly even have such technologies. Let alone the rest of Equestria.”

"So that would mean that they're not from here.” Dust said before they heard police sirens wailing. They turned to see Sheriff Purrson and her men driving up before stopping in front of them and aiming their weapons right at them.

“Alright, freeze!” Purrson called.

“Already on it, chief.” Silverstream joked while using her wings to block the cold.

"You know, I took it easy on you Blitz, because I respected your folks, but I should have known you would stoop this low." Purrson accused. “You build this machine just to feed your own power, your father would be disappointed in you."

“It’s not like that! I didn’t build this thing! And it’s making snow, not stealing heat!” Blitz tried to explain when he went up to her before Purrson’s partner came to him.

"Stay away from her!" He warned as he and his shotgun at him before Attea used her tongue to grab it and pull it away from him. “Hey!”

“Take your own word of advice.” Attea said before she tossed the shotgun away and removed her ID Mask.

“She’s one of them! They’re all freaks!” Purrson exclaimed.

“Slow down! They’re with me!” Ruby yelled as she stepped forward, shocking Purrson and her men.

“Princess Ruby?” Purrson asked in shock. “Stay away from these monsters! They’re dangerous!”

"They're not monsters, they're my friends and they're trying to help.” Ruby told her. "We saw three Abyssinians earlier and they're the ones who are behind this."

"The female feline is correct.” They heard a voice call out from the cornfield before they saw the three Abyssinians from earlier stepping out. "You all are trespassing. If I had emotions, I would be very furious and would shout at you to leave immediately."

“Sorry, but we’re the officers of the law. We don’t take orders from you. And you three are under arrest.” Purrson said firmly.

“Then you have made your choice.” The second Abyssinian said as he and his third partner fired their blasters at a couple of officers, freezing them in place and shocking the others.

“What did you do to my men?!” Purrson questioned in shock as she and her partner backed away.

“We have put them into suspended animation. And you will be joining them.” The lead Abyssinian said as they then fired their beams at the group, but Twilight and Smolder quickly created a shield in front of them to block the blasts.

“We can’t hold them off! They’re weapons are strong!” Twilight exclaimed as the shield began to crack.

"It seems that we have drawn the attention of the Plumbers." The second one said to the other two.

"This would be something that would cause fear, if I felt anything, which I don't." The third one said.

"Instead, we will dispose of these Plumbers before they ruin our operation." The first one said as each of them pressed something on their suits. All three of them then began to change as their limbs became robotic while showing off skeletal features of the hands and their heads transformed into robotic skulls while keeping a dull look on them. "Now, you will fear the power of the Weatherheads."

“Uh, I think I figured out how they got alien tech, Ruby.” Gallus said in shock.

“Yeah, because they’re robotic aliens.” Ocellus said as she got into her Techno Armor.

“Then it’s time we stop them.” Helix said as he turned to Misty, who nodded as the two activated their Omnitrixes and selected an alien as they slammed their cores down. Helix transformed into NRG while Misty transformed into her version of Fasttrack. “Time to turn up the heat!” He called as he fired a beam at the robots, which forced them back.

“This is an unexpected event.” The lead Weather Head said as Misty rushed in and knocked them back with her speed as Smolder lifted another up as she tossed him away while Blitz used his powers to avoid being hit and then he blasted them back while Purrson did her best to help them.

Manny and Rainbow came in and punched another in the head. “Okay, fellas, who are you, really? We know it’s the Weatherheads, but what are your names, if you have one?” Manny questioned.

“I am Gust-O, the leader of the Weatherheads. And my comrades Hail-O and Shock-O will destroy you all by controlling your weather.” Gust-O said naturally.

“Yeah, whatever.” Rainbow said before she bucked Gust-O down.

"And if we felt any emotions, we would be very furious at your resistance." Hail-O mentioned before he held up his hand and blasted Rainbow Dash back with a burst of water.

“Water? What are you trying to do, give me a cold?” Rainbow questioned.

“A fine choice.” Hail-O said as he then fired an ice beam, which he shot Rainbow as she was now frozen solid.

“Rainbow!” Scootaloo cried out before she suddenly got shocked by Shock-O.

"Not cool, dude!" NRG shouted before Hail-O blasted him with water, allowing Hail-O to blast him with the device and freeze them solid.

“Helix!” Misty called before she was then shocked by Shock-O and was knocked out. One by one, the others are then being knocked out or frozen by the Weatherheads as Gust-O blows the flying heroes away before Hail-O freezes them.

“No!” Blitz cried as he and Ruby were the only ones left while Blitz stood in front of Ruby in a protective manner as the Weatherheads walked up towards them.

“It would be wise if we deal with these two.” Hail-O said to his comrades.

"Yes, as it stands our plan is coming into alignment." Shock-O said before Hail-O let out a laugh. This caused the other two to look at him before he finally spoke.

"That was my impression if I felt emotions, which I do not." Hail-O said as he fired a water beam at Blitz, but it evaporated on contact. “Strange. Maybe at full blast.” He said as he combined his ice and water beams as he tried to freeze Blitz, but he was unaffected.

“Blitz, your power is making you immune to their freezing process.” Ruby said in realization.

Blitz smiled at that as he gave a proud look. “Guess I’m too hot to handle.” He said with a smirk.

"That may be so, but you forgot that all three of us carry the same device and even your temperature cannot withstand all three blasts." Gust-O pointed out as all three Weatherheads aimed the devices at Blitz.

This made Ruby and Blitz backed away. “Whoa, wait a minute guys.” Blitz said.

“Couldn’t we talk this out?” Ruby asked nervously.

With NRG, his helmet gave off a red flame as he used his heat to melt the ice trapping him. “May have frozen my armor, but not the inside.” He said before he turned to Blitz and Ruby, “You two kitties need some help?” He quipped.

"Yeah, and make it fast!" Ruby called out as the Weatherheads were about to fire.

NRG then fired his beam at the three Weatherheads, which melted the ground they were on as they were pulled down and got stuck to it.

“Error. We appear to be stuck.” Hail-O said as he and his comrades struggled to break free.

“You stopped them!” Blitz cheered.

“But there’s still one more job to do.” NRG said as he gestured to the Weather Machine.

"If you think you can destroy our weather machine just because we are stuck, you are sadly mistaken." Gust-O told them.

"Yes, for we can execute Phase 2 ahead of schedule from here." Shock-O added. "Initiating the Cosmic Cyclone."

“Wait, Cosmic Cyclone?” NRG asked before the Weather Machine gave off some lightning and created a twister around it. “Whoa. Didn’t see that plot twister.”

“You did not just say that.” Ruby said with a brow.

"Said it." NRG replied before the Omnitrix timed out and transformed back. “Oh come on, it wasn't that bad of a pun."

“Uh, Helix, how are we supposed to stop that thing now?! Because it will take us and most of the field out!” Blitz exclaimed in panic.

"You can't." All three Weatherheads told them before all three of them used their powers to get out of the ground. They then flew over through the cyclone and on top of the weather tower.

"Man, what is your problem with emotions anyway?!" Helix questioned them.

“Emotions are inefficient and weak.” Hail-O said to him.

“And they are unpredictable.” Shock-O added.

“They are, aren’t they?” Helix questioned while remembering when the CMCs are still having a grudge with Cozy while Starlight had some issues with Twilight overprotective side and for not trusting her. “And just like the weather as well. Blitz, I think I found a way we can beat those Weatherheads and take down their weather tower. We're both going to fly up there and mess with their emotions.”

“I don’t know if I could do it.” Blitz said in concern. “I’m really bad at flying.”

“Yeah. I had trouble at first when I first became Heatblast.” Helix said with a chuckle. “Let me show you a trick I learned.” He told him before he activated his Omnitrix with a smirk on his face.

Later, the Weatherheads were looking up on their Weather Tower before a fireball came right at them. “Where did that come from?” Gust-O asked in confusion.

"Hey Weather-dudes!" They looked up to see Blitz riding on a piece of ground as it was on fire like a board. "Why don't you guys take a hike?" He questioned as he fired a beam at them, which the Weatherheads dodged by flying up.

“If we have emotions, we would be irritated.” Shock-O said.

"Aw, are you sure you don't have emotions?!" Another voice called out before Heatblast, in his Omni-kix armor, flew up. "Because I think you guys are under the weather of them!"

This got them confused by that. “You know. Under the weather, since we’re literally under it?” Blitz questioned with a shrug. "It weather humor." He then blasted Shock-O with a fireball before flying up.

The Weatherheads then started firing at them, but the two aliens dodged them before Heatblast fired a fireball from his arm-cannon at Gust-O, who used his wind to put it out as Heatblast avoided it, but his wind hit Shock-O.

“Gust-O, focus!” Hail-O called out.

"You focus, Hail-O!" Gust-O shouted, sounding a bit angry.

"Aw, it looks like someone is showing emotion!" Heatblast called out before dodging a lightning bolt from Shock-O. "Ha, you mist me!" He called out as Shock-O gave a confused look. “You know, mist like fog? It’s another weather humor.”

"Whoa, Helix look up!" Blitz called out when he noticed something about the cyclone. "This thing goes up into space!"

“That explains why they said Cosmic Cyclone!” Heatblast exclaimed in shock before he looked down at the weather tower below. “We gotta take this thing down now!”

"We can not let you leave now that you've seen too much!" Shock-O shouted as each of the Weatherheads shot at them.

"Inefficient!" Heatblast shouted as he dodged a lightning strike.

"Weak!" Blitz called out as he evaporated a water blast.

“Unpredictable!” They both called out as they flew down past the Weatherheads as they spun around.

"You two let them pass!" Gust-O told the other two.

"Hey, you're the one who was supposed to be aiming for the armored one!" Shock-O shouted back as Blitz noticed the red beacon on top of their Weather Tower.

“Helix, there's some kind of beacon placed on the top of the tower.” Blitz said to them. “I think they’re trying to signal something, or someone.”

"Well then, why don't we use their little out of emotion check against them?" Heatblast suggested as Blitz nodded in agreement.

"I told the council that you were too moody for this assignment!" Gust-O shouted as they were arguing with each other.

“Moody?! Me?! You’re the one who was like ‘Initiate Phase 2’ earlier, like a baby!” Hail-O countered.

“Gee, it really stinks if some annoyingly logical robots tried to end us right now before we have had a chance to touch this signal beacon!” Heatblast called out with a smirk under his helmet.

"Annoying?!" Gust-O shouted as he sounded annoyed.

"We are not annoying!" Hail-O shouted with the same tone.

"You two are annoying!" Shock-O shouted at Heatblast and Blitz with the same tone as the other two.

“Sorry, we can’t hear anything you are saying!” Blitz taunted.

“But it sounded annoying!” Heatblast finished as the Weatherheads growled as they raised their arms together and fired a combined blast of their elements together. “Now!” He called as he and Blitz flew off as the beam hit the Weather Machine, which made the Weatherheads gasp.

“Haha! Eat it you bucket heads!” Blitz called as the weather machine short circuited and released a shockwave and a red beam into the sky as it created a vortex.

“Oops! Didn’t see that one coming.” Hail-O said.

“I am regretting every second of my existence!” Shock-O called.

“I would say I love you guys, if I have emotions, which I do not!” Gust-O yelled as he and the Weatherheads were being pulled up to the vortex. “We will meet again one day, Plumbers!”

“You have not heard the last of the Weatherheads!” Hail-O yelled.

“Yeah! What they said!” Gust-O yelled as they were being pulled up to the vortex. Meanwhile, Heatblast and Blitz flew as hard as they could to try and escape the vortex and not get pulled in. Soon they managed to hold out long enough as the Weather Machine crumbled apart and entered the vortex as it closed and the night sky was clear again.

“Did that do it, we did it?” Blitz asked in shock at what happened.

“Yeah, we did.” Heatblast said with a smirk under his helmet. “Those robo jerks are now gone.” He said as Ruby rushed towards them.

“That was amazing!” Ruby cheered with a smile. “You guys send those robotic cats out into, who knows where!"

“Yeah, but I have a feeling that they’ll be back someday. But it will be a while until then.” Heatblast said before he timed out and transformed back into Helix. “One thing about bad guys, they always come back. Trust me.”

"Okay, but maybe we should unfreeze everyone else." Blitz mentioned while gesturing to the others.

“Good idea. You better use your powers on them, Blitz.” Helix said as Blitz nodded.

A bit later, Blitz unfreeze the others as Sheriff Purrson was the last one as the ice melted as she regained her bearings. “What just happened?” She asked as she saw the others.

“Blitz defeated the alien robots, destroyed their weather machine and used his heat powers to free everyone from suspended animation.” Ruby exclaimed as Blitz gave her a grateful smile.

"We helped!" Rainbow spoke up.

"But not much." Twilight quickly added.

Blitz then returned to his normal form as Helix walked up to him. “You know, we were wondering if you would join our team on the road trip. We could always use a power house like you. A lot of bad guys to find out there."

“He can’t.” Purrson said as she placed a paw on his shoulder. “He’s gonna be too busy helping me round up any other aliens in disguise that might still be hiding in town.”

“Even so, anytime you might need me, either to fight aliens or hang out, just call.” Blitz said with a smile.

"But you can at least join us for the special event that's happening at the end of the week.” Ruby asked with a small smile. "It would be nice for you to come."

“Yeah. After being chased around and nearly getting arrested for the past week, I think I would like to join the event.” Blitz said with a smile.

"Well, it looks like we got a new teammate, even though he's not joining us on our trip." Manny mentioned with a shrug before Lolaxx noticed Helix looking up at the sky.

"What's up?" She asked him.

"Well, I was thinking about those weather heads and how their Cosmic Cyclone was growing up into space." He mentioned. "It just got me wondering, what if the real storm is on its way?" He asked as the others gave concerned looks, wondering what if the real storm was about from what the Weatherheads were doing, having a feeling that the worse had yet to come.

Author's Note

This both Overflow and Heatblast in Omni-kix armor with the powers:

POWERS AND ABILITIES

• Omni-Kix Overflow can shoot huge amounts of water to such a degree that it can cut through

• Metal armor gives Overflow superior durability

• It can also create huge swirls of water

POWERS AND ABILITIES

• Omni-Kix Armor Heatblast makes his flares 3 times more powerful than his normal fire, and also provides him with rocket-propelled boots that give him the added power of flying he needs to cut through all kinds of danger.

• Omni-Kix Heatblast can also shoot fire bullets through the barrel of its left arm. This cannon also serves to defend against energy attacks, because they are refracted in it.

• Omni-Kix Heatblast can fire a moderated fire laser from the palm of its right hand. Such a fire laser can be used to solidify metals quickly.

Chapter 6: Drive Safely or Not at All

Sometime after the weather machine and the Weather Boys incident and clearing Blitz’s innocents, the heroes are all in the Abyssinia’s Kingdom as the mobile base was driving down the road. "I got to say, I did not expect this place to be bigger on the inside." Blitz mentioned as he looked around the place.

“We get that alot.” Delta said with chuckles.

“We’re just glad you can make time with us, Blitz.” Ruby said with a smile.

“Well, after facing robotic weather creatures, I thought a little fun would do me some good.” Blitz said with a shrug.

"Okay, now can you tell us what this special event is?" Helix questioned with impatience. “Because I can't take it anymore!"

“We’re almost there, son.” Dust said with a smile. “Just try and be patient a little longer.”

“Yeah, we don’t want a Rainbow Dashed to you.” Twilight joked with giggles, which made Rainbow’s eyes widened.

“Wait, you made me into a verb?” Rainbow questioned with a brow.

“You girls made one for me, so I made up for each of you.” Twilight said with a smirk.

“Oh, she gotcha there.” Spike said with chuckles.

"Oh come on, I'm not that-WHOA!!" Rainbow shouted as everyone inside held onto something when they got cut off on the road by three speed-demons that sped by them. “Road hogs!” She exclaimed while waving her hoof while sticking her head out the window as the base came to a sudden stop. “What’s their problem?!”

“Don’t know, but they are so gonna get it!” Manny said while smashing his fists. “Let’s get them.”

“Hang on, kids.” Delta said as he tried to start up the mobile base. “Looks like the Mobile Base needs a little fix up from that crash.” He said as he managed to start up and drove off. “I need to find a spot to make repairs.”

"Oh, my aunt has a garage that can help.” Ruby spoke up excitedly. “There, I can tell you about the special event."

"Oh boy, this is going to be good." Silverstream said with a bright smile.

“How far is it to your aunt’s?” Lolaxx asked Ruby.

“Just a bit further down the corner.” Ruby said while pointing at the direction as Helix groaned.

“Oh man.” Helix complained as Helen went up to him and placed a hand on his shoulder.

“Don’t worry, Helix. It will be quick. Besides, at least Ruby will tell us when we get there.” Helen said with an assuring smile.

"Plus, it gives us a chance to see what kind of event this is." Attea added before they came to a stop and saw some sort of vehicle that looked literally out of this world when they came out of the Mobile Base. "Whoa, now that is cool. But what is a high-tech alien vehicle doing here at an old rundown garage?"

"Hey now, that's my little garage you're talking about." A female voice said before a female yellow Aybssian came out from under the vehicle with some grease on her face and a wrench.

“Oh, uh, sorry.” Attea apologized before Xylene spoke up.

“You have to excuse our friend. She’s just a bit surprised.” Xylene mentioned.

“That's all right, creatures from outside are surprised when they see sweet rides like these." The Aybssian said as she got up and wiped her face with a rag. “And I see my niece has brought you here."

"Hey Aunt Rivet." Ruby greeted with a smile.

“That’s your Aunt?” Misty asked in surprise. “But, you’re Royal and she’s… well…”

“Ah, we get that alot.” Rivet said with a smile. “We may be royalty, but sometimes I like a little normal. Which is why I set up my shop.” She said as she gestured to her shop, which looked a little rundown as a letter fell from the sign. "We're still a little behind on our maintenance…"

"Oh well, it's nice to meet someone from Ruby's family.” Twilight mentioned with a smile. “She told us that you might be able to help with our--"

"Say no more, your highness, I'll get my crew right on it.” Rivet mentioned before she whistled as a few Abyssinians came out with tools and made their way over to the mobile base.

“How’d you know?” Cozy asked in surprise, as were the young part of the group.

“Are you a mind-reader?” Gallus questioned.

“A pit chief always knows.” Rivet said with her arms crossed with a smirk.

“You’re a pit chief?!” Helix asked in surprise.

"Like a race pit chief?!" Rainbow asked next before she realized something. “Wait, is the special event a race?!"

"Yup, surprise!" Ruby told them with a smile. "You see, our ancestors found some alien vehicles and they looked ancient. Not so ancient that they were beyond repairs, but still. After removing some things that look dangerous, we decided to make a little something cool out of them and made this special race." She explained before gesturing to some other shops that had alien vehicles.

“Wait, so you guys know about aliens?” Scootaloo asked in awed.

“That’s right.” Rivet said with a smile. “And it doesn’t surprise me that a group this size can fit inside a small carriage.” She said while gesturing to the mobile base being fixed. “If I had to guess, it’s some kind of mobile vehicle that is bigger on the inside, correct?”

"Wow, you're right on the mark.” Dust said with a surprised tone.

“I’ve spent years reverse engineering alien tech when I was a little kitten.” Rivet said while gesturing to her ride. “And this little beauty has won more races than I can count. I was just working on a few tweaks to get her ready for the big race today, The Fel-9 1000.”

“The Fel-9 1000?” The others except Ruby and Blitz spoke up.

“It’s one of my favorite races.” Blitz said with a smile. “Every year, Equestria’s finest racers gather here to compete in the Fel-9 1000.” He said while gesturing to the other racers driving by.

“How did we miss that?” Trixie asked in surprise.

"And how come I wasn't told about this?!" Rainbow spoke up with a frustrated tone. "I could have been dominating this race this whole time!"

"Uh, Rainbow, it's a vehicle race, not a winged one." Applejack pointed out with a smirk. Rainbow realizes that Applejack is right as she crosses her hooves with a scowl.

“But, what’s there 1000 off?” Helix asked in wonder.

“You know, we never really asked that before?” Ruby asked while she, Rivet, and Blitz gave wondering looks about that themselves.

"But I really need that win today.” Rivet mentioned with a determined look. "That prize money could really help get my shop back in order."

Then they heard tire screeches before the three vehicles from earlier showed up in front of them. The red one in the middle then had its windows rolled down as it revealed a male white Abyssinian inside while he was wearing a black and red racer suit as he let out a chuckle. "That's the guy who cut us off the road earlier!” Manny pointed out.

“Ahahaha. You really thought you had a chance of winning? Come on.” The male white Abyssinian said in a french tone while Blitz, Ruby, and Rivet glared at him.

“Lucien LaGrance.” The three Abyssinians sneered.

“You three know him?” Starlight asked the three in surprise.

“He’s one of the more reckless and cheating racers in the entire kingdom.” Ruby said with a glare.

"Yeah, he did so by blowing up each vehicle in the race!” Blitz added with a glare.

"And that's why he was banned from racing here a long time ago!" Rivet finished with a glare at LaGrance.

“Aw, come on.” LaGrance said before he did a ‘tssk’ sound. “Nothing can stop me from claiming the prize after taking out every car in the race. Allow me to start with yours.” He said as he pushed a button on his vehicle and a cannon came out from the engine block. They all quickly jumped out of the way when it fired missiles right at Rivet’s car and destroyed it. “Uh, oh. Looks like you’re going to need a tune up.” He mocked before he gave a laugh as he and his crew drove off.

“Why that no good--!” Blitz growled before they turned and saw Rivet’s car trashed.

“Oh, no. I don’t believe it. I’m ruined!” Rivet cried out as she tried to stand up, but she quickly clutched her left leg. “Ow!” She cried out as the others turned to her as Ruby rushed up to her aunt. “That's all I need. I’m out of the race and now I have a broken ankle. I’m worse than when I started.”

"It's a shame you don't have another vehicle.” Rarity mentioned as Fluttershy tried to comfort her.

"Well… there is another…" Rivet mentioned with a sheepish look before she opened the garage and they saw another alien vehicle, but it looked just as run down as the shop. “She’s a bit of a fixer upper.” She told them.

“More like a fixer forever.” Smolder complained.

“All that alien tech and it couldn’t even make a rundown vehicle better?” Spike asked rhetorically.

"All it needs is an Upgrade and it will be ready to race." Helix mentioned as he held up his watch with a smirk before he looked at Rivet. "What do you think?"

"An upgrade? What are we talking here, headers, cams, turbo?" Rivet listed out.

"All of the above, just get this thing to the race and we'll teach that cheating cat he can't mess with us." Helix replied with a grin.

“Trust us, Aunty.” Ruby said with a smile. “What Helix Watch is about to offer is about to put LaGrance in his place.”

“Well, if it’s a new alien tech to make it raceable, I agree.” Rivet said with a smile.

At the starting line, the banner that says the Fel-9 1000 was packed with racers and audience as LaGrance was among them before the heroes are at the starting line with Rivet’s run down car, while Rivet herself is on crutches, saw it. “Well, here you go.” Rivet said to them. “Not sure how useful it’s gonna be and I’m in no condition to race with this ankle.” She said as she had a casket on her leg while she used crutches.

"I got everything I need right here.” Helix said as he gestured to his Omnitrix.

"Your friend is a little weird, Ruby, but I like him." Rivet mentioned before Helix went up to the vehicle.

"All racers, start your engines!" The announcer spoke up.

“We better get a move on.” Lolaxx said as she, Attea, Manny, Helen, Blitz, Zs’Spooky, Zed, Ruby, Misty, and Helix went up to the run down car.

“It’s time to Upgrade.” Helix said as he activated his Omnitrix and turned the dial as its holographic icon of Upgrade appeared before he slammed the core down and transformed into Upgrade, much to Rivet's surprise.

“What? Uh, what?” Rivet asked as she turned to the others in surprise, trying to process what she’s seeing.

“Just watch.” Dust said with a small smile. “Our son is gonna try something.” She added as Upgrade merged with the race car and upgraded it better. "What do you think?"

"Uh perhaps we should have warned her before this.” Luna mentioned before she waved her in front of Rivet's shocked yet frozen face.

“I think she’s broken with excitement!” Pinkie cheered.

“I don’t think it’s that, Pinkie.” Celestia said with an amusing smile.

“Luckies.” The CMC complained.

"Hey yo man, wait for us!" Manny called out as he and the others jumped in the vehicle.

“Time to make tracks!” Upgrade said as he and his friends drove off as the others watched just as the racers drove past the starting line as they followed. They soon raced out into the desert as it was filled with some boosters or ramps for the racers to get a boost.

With LaGrance and his crew, they were among the other racers as he gave a smirk at each of them. “Alright, gang, it’s time to thin the herd.” He declared. The other two racers gave a thumbs up in their bigger blue and black vehicles before one of them knocked a racer out of the race by smashing into them.

“I think that man hit me on purpose!” The elder mare said to her husband.

“Okay, you had your fun. Can we go to the buffet now?” He asked, unfazed by what happened.

Then two more racers went up to one of LaGrance’s racers, but when he pushed a button, two nets were released and the two racers crashed to the side. “Nicely done.” LaGrance said with a smirk. “But we need to step it up.” He said as he pressed a button, but he saw the windshield wipers activated. “Ugh, wrong button.” He said in embarrassment before he pressed another button, which released three mines from behind that exploded, creating a crater that got a handful of racers to crash into it.

"Whoa, looks like they didn't bother removing any dangerous tech on their vehicles." Helen mentioned as they drove around the crater.

"Now you see why he was banned from raising here from the beginning." Ruby mentioned as they were catching up.

"Beep beep! Coming through!" Upgrade called out as he drove by the other racers.

“Guys, we need to stop LaGrance before he really hurts someone.” Lolaxx said to them. “So far, we’re just lucky that no one is hurt.”

“We’re working on it.” Manny said to her. “Since half of us can’t even keep up with these guys while inside this car, it’s a bit complicated.”

“For now, let’s just get ahead!” Upgrade called as they drove up close to LaGrance and his crew, which noticed them.

“We got visitors.” One of the crews said to them.

“I love surprise guests.” The second said with a smirk as the two were about to crush them between, but Upgrade quickly backed up to avoid the collision.

“Um, let’s not do that again.” Misty said with a nervous look.

"Agree." Zs'spoocy replied.

"Ha ha ha! I think you need to give them a warm welcome!" The first crew member told the other with a grin.

“Warm, or cold?” The second one quipped before he pressed a button, which released ice as it hit Upgrade.

“Ah! I can’t see anything!” Upgrade exclaimed.

“Relax, Helix. I got it.” Blitz said as he fired up and went up as he used his powers to melt the ice.

“How about some black ice?” The second crew said as he release some oil, which released on the ground.

“Uh oh.” Upgrade gasp as he slipped on the oil. "Whoa! Whoa whoa! Ah! Hang on, I got an idea!" He soon changed the tires to skis as it made it easier to drive on the oil before he put the pedal to the metal and sped up. He soon drove past the two goons, as they were shocked to see what happened, as they drove right next to LaGrance.

“Impossbly!” LaGrance exclaimed

“Mr. LaGrance!” Ruby called with a smirk. “We were wondering if you kindly drop out of the race.”

"It is Monsieur LaGrance, and the answer is no!” He replied before he grinned. "Now, be a good little princess loser and go away!"

“Oh no he didn’t!” Helen called as LaGrance tried to hit them, but Upgrade moved away.

“Nope. I’ve seen that one before.” Upgrade said with a look.

"So, finally, a worthy comparator." LaGrance said with a laugh before he looked at his rear view mirror towards his own men. "Those fools! Your services are no longer required!"

“Think he’s going to be sore at us for letting that car through?” The second crew asked before LeGrance fired missiles a them, disabling their rides.

“Aye, a little sore.” The first crew said.

“He’s destroying everything! Even his own racers!” Attea exclaimed.

“It’s just us, now.” Misty said to them.

"I got a way to stop him, pull up next to him!" Ruby told upgrade as he slowed down to let LaGrance catch up to them.

"We meet again, little princess!" He greeted them with a grin. "I enjoyed our little soirée, but alas, ze finish line awaits!"

"You sound pretty sure of yourself, care to up the states a bit?" Ruby asked with a brow and grin.

"What are you doing?" Lolaxx asked her.

"Just watch." Ruby replied before looking at LaGrance. "If you win, not only will you get this vehicle, but you also become the new king of the Kingdom! But if we win, you agree to never raise ever again, ever!"

"Oh please, tell your father to polish my crown when I win!" LaGrance bragged as he gave a salute. “Armbra!” He called as he drove off.

“Ruby, why did you made a deal like that?!” Misty questioned while Zed barked in agreement.

“Don’t worry. He won’t win.” Ruby promised with a smirk as she turned to Helix. “Okay, Helix, let’s make LaGrance eat our dust!” She declared with a smirk, but as she said that, Helix’s Omnitrix symbol started beeping.

“Oh no.” Upgrade muttered as the others gave dreadful expressions.

“Don’t tell us…” Misty muttered as a red light flashes as Helix transforms back to normal as the rundown racer stopped in the middle of the road.

“I hate this watch.” Helix muttered as LaGrance saw them going far because of the speed.

“Aw, what a pity. I didn’t get the chance to cheat.” LaGrance complained.

“Of all the times for the Omnitrix to time out, it has to be now.” Helen complained.

“Seriously, can’t that thing be more useful?” Blitz questioned.

"Uh hello? You're forgetting I have one too." Misty pointed out before she activated her Omnitrix. "Let's get back in this race." She said before slamming it down and turning into her version of Graymatter. "Oh man… I was going for Quillspeed."

"Come on watch, turn green!" Helix demanded as he waved his hoof around.

“Let’s just give up. We lost.” Ruby said with a sad look. “My Aunt’s shop is done for, and thanks to my big mouth, so is the kingdom.”

Blitz looked at Ruby in sympathy before he gave a determined look and started climbing up the roof and put Helix inside. “Hey, Blitz, what’s up?” Helix asked.

“I’m gonna see if I can give you guys a boost.” Blitz said as he then fired up and went into his Pyronite form. “So you guys better hang on tight and make sure the seatbelts are secured.”

"Good thinking." Helix complemented before his Omnitrix turned green, which surprised him. “That worked?! Azmuth and Zenith seriously need to make an instruction manual for this thing. Let me help you give this thing a boost." He told Blitz before he activated his Omnitrix and slammed down on the core.

Once Helix slammed the core down, he transformed into a new kind of alien. He resembles a cross between a Pterodactyl and a glider. He has a large yellow beak-like mouth, green eyes, red skin, black and green clothing on his shoulders and waist, green braces around his wrists and ankles, and small, yellow, retractable wings that resemble a glider in appearance which are connected to a 'jetpack'-like structure on his back. The Omnitrix symbol is on his left shoulder.

“Whoa, that’s a new one.” Misty commented.

“Never been this alien before.” Helix said while looking at his new form. “But let’s hope he’ll give us the extra kick.” He said as he then suddenly flew up with the help of the jetpack, which surprised him. “Cool, jetpacks!” He said as he then flew up behind the car and got into a ready position. “You ready to go fast, Blitz?”

“Yep, all set.” Blitz said as he raised his hands up. “Are you sure that form will help?”

“Let’s find out. Here goes nothing.” Helix said as he then activated his jetpack at the same time Blitz released a fire beam from his hands, which made them take off at high speed as their friends cheered while their faces are being pushed back by the wind while Zed sticked her head out the window with her tongue flapping from the wind. “Oh yeah! Now this is fast! I feel like an astropony, who look like a pterodactyl!” He exclaimed in excitement before he had a thought. “I should call this alien Astrodactyl!”

"We're catching up to LaGraaaaaaance!" Misty called out as she was doing her best to not get splattered with her size as Greymatter.

“Then it would seem I would have to cheat afterall.” LaGrance said with a smile before he pressed some buttons and a couple of missiles were released.

“Helix! Blitz! We got incoming!” Attea exclaimed as Blitz turned around and blasted some fireballs at the missiles and then spiked bombs.

"On it!" Astrodactyl called as he flew up with a squawk and suddenly took a deep breath and fired an energy beam at the incoming missiles, which exploded. “Whoa! Energy beams! Nice!”

“Guys! We’re losing him without your afterburners!” Lolaxx exclaimed as they saw LaGrance getting farther away since they’re slowing down.

"Then how about we cut this race short then?!" Blitz asked before he threw a fireball right at the tailpipe of LaGrance's vehicle.

LaGrance looked at his engine and saw it smoking after sniffing some smoke before his engine exploded, causing him to tilt from the side, which angers him. “You think this race is over?! Now, my coup de gras!” He growled before he pressed a button that said Heat Seeking as a monitor of the heroes in the car appeared on target before he pressed a button and a missile eject from behind and headed straight to the heroes.

"Another missile coming at us!" Astrodactyl called out before he flew back down to the others. "Hold on, we're putting in another extra boost!"

“Ready wherever you are!” Manny called as Blitz and Astrodactyl took off at high speed, but the missile was still following them. “Why is it still following us?!”

“It gotta be a heat seeking missile!” Misty guessed.

"Quick, LaGrance is up ahead!" Lolaxx called out.

“Blitz, I think that’s your cue!” Astrodactyl said to him.

“You got it!” Blitz said as he then formed a fireball. “Alright, LaGrance, time for a taste of your own medicine!” He called as he sent a tiny fire on LaGrance’s car when they zoomed past, which made the missile turn course and heading straight towards the down racer.

"Ah, plus tard." LaGrance cursed before he pressed a button to eject a small buggy from the back of his vehicle and drove off before the missile hit his ride as it exploded.

With the heroes, with Astrodactyl and Blitz inside, have just crossed the finish line as they each gave fistbumps before Helix and Misty’s Omnitrixes timed out and they transformed back as Blitz got out of his Pyronite form.

“We did it! We saved my Aunty’s shop!” Ruby cheered before she hugged Blitz. “Blitz, you were amazing out there with Helix!”

"Hey, it's what heroes do." Blitz replied with a small blush.

“You know, if you change your mind, you can come with us.” Zs’Spooky told him.

"Thanks, but I'm going to have to stay here to make sure cheaters like LaGrance don't try to ruin stuff like this." Blitz said with a smile. "But if I have some free time, I can swing by now and again.”

“In that case, here buddy.” Manny said as he tossed a small device towards Blitz, who caught it.

“What is it?” Blitz asked as he looked at the device.

“Level 12 alien tech, a teleporter key.” Manny said with a smile. “Got a few before we left the academy.”

“Just press the button and it will teleport you to where our mobile base.” Helen said with a smile. “You might need it if we ever need your help or you in return.”

"Cool, thanks." Blitz sent before putting the device in his pocket. “Now there's just one more thing to do, and it's something that we can all enjoy together."

Soon the group was at a mini go-kart track as each of them had their own go-kart. "Prepare to eat my dust!" Helix told his friends with a confident look.

“Psst, you’re going down.” Misty said with a smirk.

“Yeah, man!” Manny said with a challenge look as the others gave determined expressions before the lights turned green and they all drove off while the adults watched the young kids drive down the tracks.

“How come I can’t join them?” Rainbow complained with her hooves crossed. “I drove karts before.”

“Last time you, Rarity, and Applejack did that, you three got competitive and caused a huge mess at the Ponyville tracks when you took control of your sisters and Scootaloo’s go karts just to win a race.” Twilight said while giving the three mares a dull look while the others gave similar expressions.

“Yeah, and we’re trying to avoid that.” Celestia said with a disappointed look, which made the three giggles. “And at least they’re having fun.” She said as she looked at the young group cheered in excitement.

"Hey wait up!" Yona called out as she was getting left behind from the others. "Yona got a bad kart." She said while looking down at her kart.

“As my dad said, it’s not the vehicle that matters, it’s the driver.” Helix said with a smirk after coming up next to Yona and drove off, which made Yona pouted as the adults looked to Delta, who gave a sheepish look.

“You said that?” Flash asked with a chuckle.

“Taught him about a few lessons on driving, huh?” Dust asked with a smirk.

“I gotta stop saying stuff like that to Helix.” Delta said sheepishly as they all laughed, they saved Rivet’s shop and stopped LaGrance from hurting anyone and cheating at the race as they all watched the young group enjoy theirs, except for Yona of course.

Author's Note

If there's any episode you would like to see turned into a chapter for the story, please put it down in the comments down below. Whether it is Ben 10 Alien Force, Ultimate Alien, Omniverse, or reboot, just put it down in the comments of which episode you like to see or if you want to see an original like saying having Looma come and challenge Helix after being told about him from her aunt, let me know.

Chapter 7: Four Armed Love Chase

The group was seen in an alien undertown underneath the Abyssinian Kingdom as this town was filled with mostly speed aliens like XLR8, Quillspeed, and Fast Track species. There was another species that almost looked like bunnies as they ran, they seemed to be multiplying themselves in different colors of light.

“Sweet mother of speed.” Helix said in amazement. “There’s a speed aliens festival going on down here!”

“Wow, another alien undertown.” Flash commented.

“And this place is like a speed town since there’s many speeds like aliens down here.” Spike commented.

“Fascinating.” Twilight said as she wrote it down on a scroll paper. "I knew copying that map from Undertown would be a good idea." She complimented.

“I wonder what types of aliens live in each one?” Luna asked.

“That’s why we’re exploring! It’s exciting!” Celestia said with an exciting smile.

“I know, isn’t it great?!” Helen said in pure excitement. “I’ve always wondered if there were other speed aliens out there, but this place is totally my kind of town!”

“Even we’re surprised by this.” Delta said on behalf of him and Dust before they turned to Ruby. “Did you know about this?”

“How did you think we found so much alien tech?” Ruby asked with a chuckle. “But before that, even I was surprised there was an alien town underneath my kingdom.”

“The speedy aliens I get, but what’s with the bunny-like aliens?” Scootaloo asked, gesturing to the bunny-like aliens, which Fluttershy gasped in pure excitement.

“They are so adorable to look at!” Fluttershy squealed with sparkles in her eyes as she was about to fly towards one of them, but Rainbow held her back by grabbing her tail.

“Whoa! Easy, Fluttershy! They’re not normal bunnies, remember?” Rainbow reminded her.

“Aw, but they look so cute!” Fluttershy complained as she slouched in defeat.

“Sorry, Fluttershy, but they're not your pet bunnies.” Manny said with a chuckle.

“And for what they are, they’re Genus Lepus.” Lolaxx said with a smile.

“They’re as fast as any speed alien and they can jump as high then that of an average rabbit.” Attea explained.

“Even faster than XLR8, Quillspeed or Fast Track?” Misty asked.

“Wow, they gotta be fast.” Cozy commented.

“Now it makes sense why they’re here.” Flash said with a shrug.

"But what are those bunny aliens even wearing?" Tender Taps asked as he noticed the bunny-like aliens were wearing some sort of device on their backs.

"Those are to keep their quartz energy in check so they don't age us into dust." Lolaxx answered, which concerned the others.

“Uh, mind explaining why?” Button Mash asked with a concerned frown.

“Well, Genus Lepus may run fast, but the faster they go, the faster things around them age, until they finally run out of time.” Lolaxx explained.

"Uh okay, good to know." Sweetie Belle said nervously before Helix quickly transformed into XLR8.

"Well the best way to check this place out, is to do it on their level of speed." He said as he was doing a few stretches.

“Oh, you know I’m way ahead of your speed by nature, Helix.” Helen said with a smirk as she did a few stretches herself. “Been doing this all the time.”

“Hey, speed is also my thing.” Rainbow said with a bragging smirk. “I can clear the sky in 10 seconds flat.”

"Guess if you can't beat them, join them.” Misty said before she transformed into her version of Fast Track. "So, what's first on the agenda?"

“I heard that there’s a speed museum at the other end of town.” Ruby spoke up. “I think it might be worth checking out.”

“Lame!” XLR8 exclaimed. “It’s summer. Can’t we not go to a museum? Especially the last time we went to one, a psycho pony reanimated the dead animals and controlled them.” He reminded them. "Besides, I am so gonna check out those guys over there playing a cool game! I may not know what it is, but it looks fun!" He then sped up to the park where a bunch of fast aliens were playing some sort of game with their speed.

"Hey, wait for me!" Helen called out before she raced off after him.

“Those two are definitely made for speed.” Starlight commented with a chuckle, which made Sunburst snorted in amusement.

“Well, can’t let them have all the fun.” Misty said as she sped after the two.

“Don’t forget about me!” Rainbow added as she took off at high speed.

“Okay, how is it we are stuck with four speedy ponies?” Xylene asked with an amusing look.

Pinkie then sniffed the air before her eyes widened. “Oooh! I smell cookies!” She called before she took off in a blurr and came back with a tray of chocolate chip cookies that she’s munching on.

“I think you mean five, darling.” Rarity corrected with a slight chuckle while Zed barked in agreement.

"Well, you might as well do some sightseeing." Twilight said with a shrug. "Why don't we go out and see what this place has on our own before we meet back here around 12:00?"

“Sounds fair.” Applejack said.

“I’m down. But if there’s any sign of trouble, contact the others, cool?” Flash asked as they all nodded as they split off to do some sight seeing in a speed alien town.

Meanwhile in the atmosphere of the planet, something entered it as a ship was seen flying down after exiting the hyper jump. Inside the ship, it was being steered by Glna as she pressed a few buttons on the console before a holographic screen appeared. The holographic screen itself appeared to be tracking the Omnitrix signal. “Ah, there you are, Helix Watch.” Glna said with a smile. “It’s time for you to finally meet the princess.”

Back in the Speed Alien Undertown, XLR8, Misty, Helen, and Rainbow are speeding up as fast as they could while playing with a few speedster aliens. Misty had the ball as she ran through a sports field. “Oh yeah! Which way am I gonna go?! Which way am I gonna go?!” Misty taunted as she ran as fast as she could with the ball.

“Oh, no you don’t cus!” XLR8 called as he elbowed his cousin, knocking her down as he caught the ball and ran in an opposite direction of the sports field.

“Hey! No fair!” Misty called as she got up and rushed after him as she was right behind him.

“Rainbow, go long!” XLR8 called as he tossed the ball to Rainbow.

“I got it! I got it!” Rainbow called as she raised her hooves out, but then another blurr sped by as Rainbow’s expressions dimmed. “I don’t got it.”

“Too slow!” Helen cheered while holding the ball as she ran up to the other end and she slammed the ball down. “I win!” She cheered with a wide smile as the other competitors, XLR8 and Rainbow, groaned. “I told ya, I’m a natural!”

“Okay, she’s good.” Rainbow complimented with a proud smile. “Should’ve used her as a teammate for the games in the past.”

"That's why I joined her." Misty mentioned before picking up the ball. "Who's up for another round?"

Just then, the Omnitrixies then beeped as both Helix and Misty turned back to normal in a red flash. “Uh, as soon as the watches recharges, Cous.” Helix said with a down look at the poor timing.

“I guess that means we're watching from the sidelines." Misty said with a shrug before they went over and sat down on a bench. "You know, I'm really curious as to what other aliens in these different undertones there are. Like maybe there's an undertown where there's only fire type aliens like Heatblast."

“Uh, yeah. That is one town I would be careful off.” Helix said with a cringe look. “Because if we ever go there, I think we might be roasted the second we set a hoof there. And I think the others would be cooked if that happened.”

“Good point.” Misty said in agreement.

Helix then looked at the Genus Lepus as he had an interest. “I wonder if the watches can scan these bunny aliens. They might be really useful to our playlists arsenal.”

“I’d be careful, cous. Because like Lolaxx said, if they run too fast, they age fast. So, I think we should be careful and learn more before scanning.” Misty advised.

"Relax, they got those devices to make sure that I don't.” Helix reminded her. "The only problem is to get close enough or have them slowed down for me to scan one of them."

“That would be a challenge.” Misty said with a chuckle.

"Yeah, need to think this over and-Whoa, did you see that awesome pass one of them made?!" He asked Misty after seeing one of the fast aliens in action.

“I hardly caught that one.” Misty admitted. “Man, it’s hard to tell since how fast these aliens are. And Rainbow and Helen are having a blast.” She said as Rainbow and Helen tried to take the ball from each other. "I'm just surprised Rainbow hasn't run out of steam yet."

“She’s Rainbow Dash, the first to make a Sonic Rainboom, fastest Pony in Equestria, and a Wonderbolt.” Helix reminded her. “Of course she hasn’t run out of steam yet.”

"Oh boy, but I don't think she's about to." Misty mentioned as she noticed Rainbow Dash was looking a bit tired. "Even the fastest ponies in Equestria need some rest now and again."

“Good point.” Helix said with a shrug before Helen went off to her goal.

“I win again!” Helen cheered as her team cheered while their competitors groaned as Rainbow tiredly flew up to Helix and Misty as she flopped onto the bench as Helen ran up to them. “Tired already, Dash?” She asked.

“I… had my… fair share of speed… but this is a bit much…” Rainbow said while panting for breath before Misty tossed her a water bottle, which she caught and took a sip out of it. “Never had someone keep up to me that fast before.”

“And how do you keep winning, Helen?” Helix asked his girlfriend. “That’s like, 5 wins in a row!”

“Eh, natural talents with speed.” Helen said with a smirk and a shrug. “And I’m a natural with them.”

"Yeah…well, all I need is to refuel and I'll be able to take you on another round!" Rainbow said before her stomach growled. “Um, is there a food vendor close by with almost normal food?”

“I think I saw one close by.” Helen said with a smile. “Let’s go grab some.”

“Though let’s be quick, because knowing our luck, something might happen.” Misty said with a concerned look.

“What makes you say that?” Helix asked, but at that moment, a ship was hovering above them before it fired lasers right at them. They quickly jumped out of the way as an explosion happened when the lasers hit the ground. "Nevermind…"

“Okay, that came out of nowhere.” Helen said as the speed aliens screamed and quickly sped off and away from the laser shots. “Let’s get out of here!”

"Why is it attacking us?!" Rainbow complained as they started running away from the ship while it followed them. "We didn't even do anything but play a game!"

“Isn’t there anything that wouldn’t try and shoot us!?” Misty questioned.

“Point taken!” Rainbow called.

“Come on, Omnitrix!” Helix called as he tried to activate his Omnitrix, but it was still recharging. “Oh, of all the times to time out, why now?!” He questioned before he dodged another laser fire. “Whoa!”

“Rainbow, take Misty! I got Helix!” Helen instructed as she then grabbed Helix while Rainbow grabbed Misty.

"Thanks, now let's split up so that thing won't get us!" Helix called out before Helen went one way while Rainbow and Misty went another. But both Misty and Rainbow Dash noticed the ship was going after Helix and Helen.

“Okay, that thing is going after Helix and Helen!” Misty called out.

“You’re cousin really got a target for everything.” Rainbow commented as Misty nodded in agreement.

With Helen and Helix, they were going fast before they turned and noticed the ship following them. “Every single time! Why do things always go after me?!” Helix questioned in annoyance. “My cousin also has an Omnitrix!”

"Let's complain more about it when we lose the ship that's after us!" Helen called out before dodging a laser blast from the ship. “And those guys in that ship are gonna get it for trying to attack a Plumber!”

“They clearly are!” Helix said in agreement before he saw another laser coming at them. “Look out!” He yelled as the laser nearly hit them, but it made Helen tumble and lose her balance as she and Helix fell to the ground. “Apparently, they have good aim.” He groaned before his Omnitrix beeped as it was fully recharged. “I guess it's time to meet them on their level." He activated his Omnitrix and transformed into Jetray. “Time to return the favor!”

Jetray then flew up as his eyes glowed green and avoided the laser shots before firing laser beams from his eyes, which hit one of the ship’s blasters, causing it to tilt from impact. “Try and blast us, will ya?!” He questioned in anger as he flew around and shot at the engine’s, causing it to smoke up and fall to the ground as it landed perfectly. “Now you can’t fire or chase us!”

Helen walked up as she showed her Plumber’s badge. “Plumber. Exit the vehicle and state your business! Now!” She ordered as Jetray landed next to her.

“Or do you want us to blast you out?” Jetray warned as his eyes glowed green. Soon, the top of the ship was punched off and nearly hit Jetray before a figure jumped out and tackled him to the ground.

“Helix!” Helen called out while aiming her blaster at the figure. “You get off of him!”

The figure stood up and revealed to be a female Tetraman, but she was shown to dress in the golden and black armor but was shown to be shorter and thinner than Manny while her mid-section was shown. She also had a war-hammer in a holder that is attached to her top while she glared at Helen.

“I am Princess Looma Red Wind. And I am here to claim my future husband, Helix Watch.” Looma said while holding Jetray down.

“Future husband?!” Both Jetray and Helen exclaimed in complete shock by what she just said.

"Uh lady, I never met you before today!" Jetray pointed out. "So I think you have me confused with someone else!" He then used his laser eyes to push her off before trying to fly away, but Looma grabbed him by the tail and started to beat him down like a rag doll before throwing him across town. “Ow…” He muttered before Looma jumped over to him.

“Hands off!” Helen called as she blasted Looma back, which she rushed up to Jetray. “Helix, are you okay?!” She asked in concern as Jetray got up with a dazed look.

"Define okay…" He groaned before he timed out and transformed back to Helix. “And things just got worse.” He muttered before Helen picked him up.

“Let's just get some distance between her as possible." She said before she raced off, only she didn't get very far as she was grabbed by the tail by Looma. "Uh oh…"

“No one takes him!” Looma yelled before she then hoisted the two up and tossed them to another stand as they crashed, leaving them dazed.

“You’re right… she would give Manny a competition.” Helen groaned in pain.

"Please watch… now would be a really good time to time in." Helix pleaded while looking at the Omnitrix before Looma jumped over and walked to them.

"I was told you are the champion of this planet, worthy of me, but I do not see it." Looma complained before she cracked all four of her knuckles.

“Just you wait until my watch recharges.” Helix groaned as he stood up and cracked his back. “And tell that to Vilgax, who is burnt to a crisp by now.”

"You defeated Vilgax the Conqueror?!" Looma questioned before letting out a laugh. "As if something so weak could defeat someone like him."

Helen and Helix gave Looma a dull look from her mockery before Helen brought out her blaster and set it to wide blast mode. “Uh-huh. We get that a lot.” Helen said as she then blasted Looma back, which sent her crashing into another stand. “Time to go.” She said as she quickly grabbed Helix and sped off away from Looma, who got up and saw them escape as she growled.

They soon came to a stop in a sewer tunnel as Helen looked behind her before letting out a sigh of relief. "I think we lost her…" she said before placing Helix down. "What is her problem with you and what's with the whole future husband deal?"

“I’m as stumped as you are.” Helix said while sitting down and rubbing his head. “But apparently, she thinks I am or somehow I got her heart when I have just met her today. And apparently, I have no idea how or why.” He added while cringing.

"Hopefully your parents might sort this all out when Rainbow and Misty tell them what's going on.” Helen said before leaning against a wall. "And she said she's a princess, what kind of princess acts like that?"

“One that needs to punch instead of explaining.” Helix said before he cringed and held his hoof. “And hits like a runaway train. Seriously, it's like she hits harder than… than Glna…” He then thought for a moment before he remembered something when he and the others were abducted into that space ship coliseum. "Oh man…"

“What is it?” Helen asked her boyfriend in concern.

“I think I have a feeling why this Princess is here.” Helix said in concern.

“You mean they’re what?!” Dust yelled out to Rainbow and Misty, who they and the others flinched back at her outburst.

“Uh, did you say that because you didn’t hear us or that you're in complete shock?” Rainbow asked nervously.

“The second one!” Dust yelled in rage.

“Hey! It wasn’t by choice! It was Helen’s idea!” Misty called in defense.

"But you didn't bother going after them!" Dust shouted.

“Hey, you try keeping up with Helen! She's so fast that not even I could keep up with her!” Rainbow called in defense.

“That is true. Helen is as fast as she comes.” Manny said with a shrug.

"But why is it after only them?” Twilight asked with a thought.

“Have you even kept track, Twilight?” Flash asked with a brow. “With Helix, anything is after him since he first got the Omnitrix.”

"But I also got an Omnitrix.” Misty pointed out while showing off her watch. “So why didn't it go after me?"

"Maybe there's something else that we're not seeing." Tempest mentioned. "Do you think you can describe the ship? Maybe there's a clue on which alien species is after them."

“Well, it was black with gold details and a red window screen in the cockpit.” Rainbow said while describing the ship they saw. “But that’s about it.”

Xylene rubbed her chin. “Mmm…” She hummed as the others turned to her.

“Is there something you like to tell us, Xylene?” Zs’Spooky asked.

“Those color schemes are detailed to the Tetraman’s race.” Xylene said, which earned confused looks, except for Dust, Delta, Lolaxx, Zs’Spooky, and Attea, before she pointed to Manny. “The alien race like Manny and Fourarms?”

“Oh…” They all said in unison.

“Wait, so that ship was a Fourarms’ ship?” Gallus asked in surprise. “Gotta say, they got good taste.” He said with a smirk.

“Well, Tetramans are known to fight with brute force wherever they go.” Delta spoke up. "Plus they make the most impressive engine blocks in the universe, that they're so indestructible not even a missile can take it out."

“But why would a Tetraman come down on us and attack and chase only Helix and Helen?” Fluttershy asked.

“Yeah, I'm even confused as to why.” Xylene said with her arms crossed.

Back with Helix and Helen, Helix had just finished explaining who Looma might be and why she is here. "So you think Glna sent her niece here after telling her about you?” Helen asked with a surprised tone.

“That’s the only explanation on how she heard of me and why she wants me.” Helix said as he sighs. “Though, she didn’t say anything about her niece being a tough fighter and a princess. A simple talk would’ve been nice, instead of trying to blast me to bits.”

"Maybe they have a different way of communicating on their planet?" Helen guessed with a shrug.

“Funny way of doing it.” Helix said with an annoyed look. “She easily beat me down as Jetray without breaking a sweat. And I think that blast you gave her might have ticked her off even more. And why can’t we just have a simple hello to new faces?” He questioned as he groaned and held his head. “My luck isn’t as lucky as a charm.” He muttered.

Helen gave a sympathetic look as she scoot closer to Helix. “Hey, at least it shows how famous you are in the galaxy.” She said with a small smile as she placed a hand on his shoulder. “Even if they have a funny way of doing it, at least you are known across the galaxy after we rescued her aunt.”

“Yeah, I guess you’re right.” Helix said with a small smile. “But she could have just sent a postcard or something? And the fact that I’m a bit too young for marriage?"

"No way you're getting married, not as long as I'm around, or if your parents have anything to say about it.” Helen mentioned as they started walking. "Hopefully Rainbow Dash and Misty told the others about what's happening."

“Knowing them, they already have. I hope this Princess Looma character doesn’t find us too soon.” Helix hoped. “Because after wrecking her ride and you blasting her to a stand, I think she might be ticked off. Let’s hope we find the others before she finds us.”

"Oh just relax, I ran us away from town." Helen pointed out. "There's no way she could follow us all the way out here." The moment she said that, a wall next to them punched through by a fist before they were pushed back. When the smoke cleared, they saw Looma walking out of the hole she made. "That's the first time I've ever been wrong about things like this…"

“I will fight for your love, Helix! Even if I must break every bone in your tiny pony body!” Looma declared while she clenched her fists.

“Okay, I’m touched but not seeing it!” Helix shouted as Helen got up and started running in a circle around Looma and started punching her repeatedly.

Looma then raised her fist before punching the ground, which sent a shockwave everywhere and hit Helen. Helix quickly rapidly hit his Omnitrix before it timed back in before he transformed into NRG. "Okay, let's try a little NRG!" He declared.

"'NRG', did you just make that up?!" Helen asked with a brow.

"A Stinkfly kid made it up." NRG shrugged. “But I think it’s catchy.” He added before he then fired an energy beam at Looma, knocking her back just slightly. “Okay, how strong is she?” He questioned as he sent off another beam, which she used her hands to block his blast.

"Clever to use a Prypiatosian-B to withstand my strength.” Looma said as she blocked another blast. “But it will take more to keep me away.”

"Is that what I am?" NRG asked as Helen shrugged in response. "Whatever, you're so going down!"

“That’s a challenge.” Looma said with a smirk before she jumped up and slammed her fist down, making NRG to fall on his back while vibrating a bit.

“Wwwwhhhooooaaaa….” NRG moaned in the vibration before it stopped. “Okay, heavy armor, plus strong hits, equals strong painful vibrations.” He muttered while holding his head.

Looma was about to throw another punch, but Helen came in and started blasting her again. “What part of ‘hands off’ don't you get?!” She questioned as she kept firing at Looma.

"Stay out of this, Kineceleran!” Looma called before she sent a thunderclap, which sent Helen back as she hit the wall.

“Ah!” Helen grunted as she sat down and rubbed her head. “Okay, she is definitely one warrior princess. Maybe even more than Celestia and Luna.” She muttered.

"Then it's time to turn up the juice!" NRG declared before he started to charge up some power while Looma charged at him. He then unleashed a powerful beam that nearly pushed Looma, if she had not blocked the beam with her arms. NRG poured more power in as the beam got stronger and brighter, which made Looma skid back before she lost her footing and crash into a wall as NRG panted and ceased the beam before he timed out.

“Whoa. That was, a bit much.” Helix muttered as Helen rushed up to him and placed a hand on his shoulder. “Do you think she’s down this time?”

“I wouldn’t bet on it.” Helen said in slight fear as she saw Looma getting up again. “If she’s a princess, I imagine she will be a strong queen one day.”

“You said it.” Helix said a bit nervously. "Can't we talk about this? Maybe we got off on the wrong hoof earlier…"

"I think our encounter with you was rather well, you managed to hold your own against me despite being a lowly equine creature." Looma said as she warmed up her fists. "You managed to shoot down my ship as well as holding your own. But in the end, you are no match for me." She was about to throw a punch before a familiar magic shield appeared in front of Helix and blocked the attack.

“Hey, back off there, girl!” Smolder’s voice spoke up as they all turned and saw her and the others at the end of the tunnel while Smolder had her left arm glowing. “He had enough punches from you. Literally.”

"Are you okay?" Dust asked Helix when she and Delta went up to him.

"I'm okay too, no need to check on me." Helen said sarcastically while crossing her arms.

“Ease up, Helen, you know how Helix’s parents are.” Manny said to her before turning to Looma. “So this is the Tetraman that’s been chasing you two?”

“She said her name Princess Looma Red Wind, and apparently, the niece of Glna we told you about and have been chasing after me.” Helix told them. "Oh and she also thinks we're engaged."

"What?!" The others except for Helen gasped from that last bit of info.

"Bro, you both just met!" Manny pointed out. "How can you both be engaged to each oth-Gah!" He grunted when another female Tetraman came down out of nowhere and landed on top of him. This one seemed to look as tall as Looma, but she was wearing red and black shorts that look torn while her top had a golden line across her chest and her Center was exposed. She also wore a headband made of gold that seemed to show off her dark black hair that was let down.

“Another one?!” Helix asked in shock.

“Okay, where do these gals even come from?!” Applejack questioned.

"You shall not interrupt my cousin's combat with this world's champion!" The other Tetraman girl declared as many tried to get her off him. "I will make sure of that!"

"Wait, if you're Looma's cousin and you drop down from the sky, does that mean that…" Helix was going to ask before a familiar voice interrupted him.

“That’s right, Helix Watch.” Glna’s voice spoke up as they looked up from the hole to see a giant ship above them to the surface. “I’m here.”

“Glna!” Helix and the others that knew her called out as Glna used a device to levitate them up to the ship.

“Finally, a familiar face!” Attea said with a smile.

“That’s Glna you told us about?” Spike asked.

“Yep. We helped her and a bunch of other prisoners escape a gladiator ship and return to their homeworld.” Manny explained. “But we haven’t heard from her since last year.”

“I take it my nieces were having a fun time with you?” Glna asked with a smile.

“Fun? More like non stop fighting.” Helix said while rubbing his head.

“We knew that she would be your niece, but you didn’t mention she would be a tough fighter princess.” Helen said to her.

"All Tetraman on Kros 5 are warriors!" Glna declared with a firm tone. “As for this fight, I will not interfere. If you wish to survive, you must win this on your own!"

“Um, do we have to fight?” Fluttershy asked nervously.

“I don’t want to ruin my mane.” Rarity added.

“Cool!” The CMC and the young colts called in excitement.

“I said he must win, you all must stay out of this." Glna told them before looking back at Helix and Looma. "Now, you may resume your battle."

“And what if we don’t? You and what army?” Rainbow challenged, which Glna smirked as multiple ships behind her appeared.

“That would be my personal fleet from my brother. In position to fire with a word.” Glna said with a smirk.

“Aunty!” Looma cheered happily as the Equestrian’s jaws dropped.

“Not gonna happen!” Celestia exclaimed as she and Luna gave a firm look.

“We’ll go through with your words, for now.” Luna added.

“But know this, that if Helix doesn’t survive, you’ll have to answer to me!” Dust yelled out in rage.

“And the rest of us!” Flash added while gesturing to the others while Zed growled.

"Now if we're done talking, I will finish this!" Looma declared as she was about to throw a punch right at Helix. Helix quickly slammed down on his watch and transformed into Crashhopper to dodge the hit as he jumped out of the way.

“Hey! I wasn’t ready!” Crashhopper retorted.

“Hang on, dear. Let me put in a perfect battlefield for you.” Glna said as she raised her arms. “Now, commence!” She called out as the area around them then turned into a battlefield as a ship was towered over them while the others got pushed up from the pillar while Looma and Crashhoper were on the ground.

“Whoa!” Misty said in shock as the others looked surprised.

“They don’t waste time, don’t they?” Ruby asked in surprise.

"You can say that again…" Zs'spoocy said.

"No, but get off!" Manny shouted as he pushed Looma's cousin off of him.

"Oh, do you wish to challenge me?" She questioned him with a smirk. "Just so you, I never lost in combat before."

"Neither have I, or Helix." Manny replied as he cracked his knuckles.

“Okay, go!” Glna yelled as Crashhopper was then grab by the head by Looma before he was punched by her, which sends him flying and dodged another punched as he try to hop away, but he was grabbed by the neck by her as the others cringed and watches in both concern and worry as Glna watches with her arms crossed. “Did Helix lose some skills the last time I saw him? Because I don’t recall him getting pummeled.” She stated.

Crashhopper was in a neckhold by Looma. “More like I'm out match by strength to this girl!” He called out before Looma punched him in the face repeatedly.

"A little…" Spike muttered before they saw Crashhoper hitting his Omnitrix and transforming into a new alien. This one seemed to me made out of gold armor with black outlines with a green center that seemed to have gears inside. “That’s a new one.”

"Aw man, I was going for Cannonbolt, not a walking cuckoo clock!" Helix complained with a German accent before Looma flipped him over her shoulder and he went crashing into a wall.

Glna gave a laugh, which Looma noticed. “What’s wrong, Aunty?” She asked.

“Nothing. It’s just that… It’s just how my brother met your mother.” Glna said with a fond smile.

“Come on, Helix! Let’s see some hustle out there! New alien!” Rainbow cheered on. "That goes for you too, Manny!" She called out as Manny was knocked back by Looma's cousin.

“Are you seriously cheering right now?” Ocellus questioned with a brow.

“What? Gotta give them a cheer to encourage them.” Rainbow said as Helix transformed into Shocksquash as he grabbed Looma and electrocuted her, causing her to scream before she used two of her arms to pull herself and used the other pair to punch Shocksquash repeatedly to get free.

Looma then punched Shocksquash in the face before she poured on, which Shocksquash barely blocked before Looma jumped up and was about to elbow him, but Shocksquash caught it and delivered a shock that sent her back as she landed on the ground. Shocksquash charged at her as he tried to throw a punch, but she dodged them before she caught his two fists and punched him the gut before she grabbed him.

“Yield, equis!” Looma called before she lifted Shocksquash up and tossed him to a wall, which he hit and the debris fell with him as he was covered in a cloud of dust.

Meanwhile, Looma's cousin punched Manny right in the face multiple times before he finally caught all four of her arms. "Didn't get your name before by the way!" He mentioned as they came face to face with each other. “Names Manny. Yours?”

"Vera, Vera Strongfist!" She replied before kicking him in the gut.

Manny grunted when he felt the wind knocked out of him. “Good name.” He groaned before he was then lifted up and tossed to where Helix was as he crashed into the wall. “Ow. Women are strong.” He moaned as he slid down.

Looma and Vera smiled as the others cringed. “Well, that’s that.” Glna said with a smile as she placed her four arms around the others. “I thought your friends might put up more of a fight.” She added before they heard Helix spoke up.

"We are not done yet! You want to know why we always win?!” He asked rhetorically before a familiar green flash was seen in the rubble before Fourarms stood tall before he activated his Omni-kix armor. “Because we don't give up until the bad guy is down!"

“We keep trying until the fight is done!” Manny groaned as he bravely stood up next to Fourarms as Glna looked surprised by Helix’s new upgrade as the others smiled.

“Fourarms! Omn-kix style!” Pinkie cheered while having flags of Fourarms in her hooves.

"He better finish this quick before he times out, because while he is armored up he'll just end up timing out faster." Twilight said with concern before each Tetraman charged at each other. Looma and Vera glared before they charged forward and the two pairs delivered a fist, but Looma and Vera were sent back farther after a shock wave as they crashed into the pillar.

"At least it's a fair fight now." Flash mentioned.

“Actually, the two princesses still have the advantage because the female Tetraman are traditionally stronger." Xylene told them with a concerned tone.

“You really know how to be a downer, right, Xylene?” Applejack questioned with a brow.

“Could you at least see the bright side?” Helen asked her.

Fourarms and Manny walked up to Looma and Vera as the two princesses glared as they stood up as they then started exchanging blows, Manny was pushed back slightly, but Fourarms had the upper hand against Looma as they punched and kicked each other before Fourarms did a spin kick, that slice off a piece of Looma’s horn from the helmet as she tried to delivered an elbow to the gut, but shockingly, she hurt her elbow.

“Ah!” Looma called as she rubbed her elbow.

“Omni-kix armor. Tough to break.” Fourarms said while tapping his armor. “Even for you.”

"Nice one!" Manny called out before dodging a punch from Vera and throwing an uppercut.

“They seemed to be doing okay so far.” Rarity said.

"Hurry up before you time out!" Twilight called out just as Looma and Vera knocked both Fourarms and Manny back.

Fourarms turned and saw the pillar behind them as he had an idea before he rocket punched both Looma and Vera back. “Manny, help me with this!” He called as he retracted his fists and then started pulling on the pillar.

“On it man!” Manny called as he helped Fourarms remove the pillar from its foundation as the two then gave mighty yells and slammed it on both princesses, creating a dust cloud as everyone watched anxiously. But soon, both Fourarms and Manny walked out of the smoke with Looma over Fourarms' shoulder and Vera over Manny's as they were defeated before they gently put the two princesses down and stepped forward to the others.

The entire group cheered as they won their fights while Glna smiled at the two as they high-fived each other. "Oh yeah, we're the best!" Manny exclaimed.

"Yeah we are!" Fourarms agreed.

"See, I told you that Helix Watch was the perfect champion to marry you, Looma." Glna spoke up, which made the others stop celebrating and look at her. "Plus my daughter finally has a champion of her own, and he's even a Tetraman too."

“Wait, what?” Manny asked as Fourarms froze stiff before the Omnitrix timed out and Helix transformed back with a shocked expression.

“Wait, you mean to tell us that when a male goes up against a female Fourarms, they’re engaged if the male wins?!” Helix asked in complete shock.

"Of course, female are devoted to the male who defeats them in combat." Xylene spoke up with realization. "That's why Looma started fighting you, to see if you were worthy to be her husband."

“And you’re telling us this now?!” Tempest asked with a shocked look.

“That’s one weird marriage.” Pinkie commented.

“But an interesting one.” Twilight said with a shrug. “That’s your style, Tempest.” She commented. "It's kind of like how an Amazonian mare gets their husband."

Then suddenly, Looma pulled Helix in for a warm hug just as Vera did with Manny. "You have no idea how long I waited to lose to someone who is stronger~." Looma said with pure joy. "No matter who I fought against on my home planet, I always end up beating the male in combat."

“Okay, this is a little weird.” Manny muttered with a weirded out look.

“Okay, hang on a second.” Helix said as he stepped forward to Glna. “Glna, don’t you think it might be a bit too early for either of us to get married? And not to mention, we’re too young!”

"That's why we have an engagement clock for these sorts of things~." Looma mentioned with a smile. "We'll have plenty of time to get to know each other before we're married. Now what would you like as an engagement gift? My daddy is loaded."

"Wait, uh…" Helix said nervously as Helen, Attea, Zs'spoocy, and Lolaxx looked a little ticked off.

"I believe we have something that could be a perfect little engagement gift." Glna said with a grin. "Remember those two Galvans that came by a few days ago?"

"Oh yes, they asked us to help build the copter we made, along with that little something for Helix Watch and his team." Vera mentioned, which surprised the group.

“Wait, you mean you’re the ones who created the Omni-Copter?!” Delta asked in complete shock.

“That’s what you’re calling it?” Glna asked with a smile. “Not bad.”

“I named it!” Twilight said with her hooves raised.

“That’s a shock.” Flash muttered.

“So you’re the ones who’s responsible for making our transportation?” Celestia asked.

"Like I said, they do make indestructible engine blocks.” Delta repeated with a grin. “But what's the other thing you made with Azmuth and Zenith?"

"Oh, it's just something I believe your son might find interesting." Glna said before she snapped her fingers to make a light shine down in front of them. Soon a cool looking car that looked like it was made out of Upgrade goop as it had the circuitry all over it while it had green lights on it.

“Whoa!” Helix called as he looked in awed as he walked up to the car. “This thing is for me?! It’s like a cart mixed with Upgrade’s tech!”

"It's something that those two Galvans helped build after we helped them with the counter." Glna explained. "They used a bit of Mechamorph with their own technology to help build it, but we made sure to make the engine block very special for you, if you won against Looma of course."

“Whoa! Now that’s a gift!” Manny said as he walked up and inspected it. “You certainly hit the jackpot, Helix.”

“But he’s too young to even drive a chariot.” Dust pointed out. “And ain’t it a bit unsafe to lend a colt an alien vehicle?”

“That's why it has a very special AI to drive for him." Glna told her before looking at Looma. "Now, I just want to make sure that you are certain of staying with them for the duration of the time, Looma."

“Spend time with my engager and explore his planet on an adventure?” Looma listed out with a smile. “I’ll manage, aunty. Be sure to give my regards to my father.”

“Can do, dear.” Glna said with a node.

“Wait, you’re staying?” Sandbar asked in surprise, as well as the others but it only made Helen, Attea, Zs'spoocy, and Lolaxx growled in a bit of jealousy.

“Oh, good thing the Omni-Copter can give more room.” Spike muttered a bit optimistically.

"You can say that again." Smolder whispered just as Vera let Manny go and went to stand by her mother.

“Farewell, Helix Watch, friends and heroes. Until we meet again! And Princess Looma, have fun with your lover!” Glna called out with a smile.

“And take care of my husband for me, cous!” Vera called while eyeing Manny with a sly smile. "And good battle, love~!"

"Good battle, auntie and cousin!" Looma waved just as they beamed off the ship and back on the ground next to the hole to Undertown as they watched Glna’s ship and fleet take off back into space as she turned to the group. “So, what should we do next?” She asked with a smile.

The group just looked at Looma in disbelief while the four alien girls just glared at her. "Uh, how about we give my new ride a test drive?" Helix asked while pointing towards the gift he was given.

“Good idea!” Looma said with a cheerful tone while the others gave awkward looks.

“Uh, I liked her better when she was fighting us.” Helen muttered with a look.

“She is a bit, cheery when she’s not in a fighting mood.” Ruby noted.

Helix then walked up to his new ride as he sat in the driver seat where he saw the wheel and buttons with a screen on it as he rubbed his head. “Uh, how do you work this thing?” He asked as he then pressed a button.

Then suddenly, the entire car glowed green as a symbol icon that looked like Upgrade’s face appeared. “Hello, Helix Watch. A pleasure to meet you.” It said in a voice a bit similar to Helix, which surprised them.

"This thing can talk?!" Helix asked in shock.

“That’s the AI for the car.” Looma said with a smile as she walked up and leaned to the side next to Helix with one of her hands on her hip. “It sounds like you but he’s more of a driver partner assistant than an AI. He goes by the name Glitch.”

"Cool. So Glitch, how do I start you up?" Helix asked as he looked around the vehicle.

“Oh, allow me.” Glitch said as he started up himself, which made Helix startled before he gave a small smile. “Would you like to go around the area, Helix?” He asked.

"Why not?" He asked rhetorically before Looma hopped in.

"This will be exciting, beloved~." Looma said as she leaned in closer to him before Helen quickly got between the two. "Do you mind?"

“Not without me you’re not.” Helen said with a firm look. “You just got here and beat me and Helix to a pulp in Undertown. You owe the both of us for that sudden attack.”

“Seems fair. I do apologize for that, but it was tradition.” Looma said in defense as she sat next to Helen.

"Hey, mind if we join?!" Button Mash asked excitedly with the other young ones.

“It would be really cool to ride in an alien vehicle!” Scootaloo added in excitement as Looma giggled.

“Okay, but only this once. Glitch isn’t built for many passengers after all.” Looma stated.

“Yay!” The young ones cheered as they hopped onto Glitch.

"Okay Glitch, let's roll out!" Helix declared with excitement.

“As you wish.” Glitch said as he then drove off at high speed, which made the passengers in him cheered in excitement as the others watched them.

“Looks like we got new additions to the team.” Ocellus commented.

“Yeah, and something tells me that there's gonna be some adjustments too.” Flash added while Lolaxx, Attea, and Zs’Spooky kept their glare on Looma, having a feeling that it will be a long summer for them now she joined the group and ‘engaged’ with Helix after that fight.

Delta and Dust looked at each other in great concern. “Are we really gonna let this slide by?” Dust questioned her husband.

"You saw how Looma fights and how strong Tetraman is. Let's just hope that this little trip would be great for her." Delta replied.

“If she even tries anything with our son, no matter how strong or skilled she is, she’ll be hearing from me.” Dust said with a firm look.

“Not unless you want to start a war with the Tetramans dear.” Delta said as Dust growled before she nodded her head in understanding. “I’m sure Looma will come around to learn the customs of Equestria. But let’s make sure she won’t try anything in the meantime.”

"I hope so…" Dust muttered with concern as Delta placed a hoof on her back in comfort, which she smiled softly as they watched Helix and his friends ride around Glitch in the area, having a feeling that their summer just got more and more interesting.

Author's Note

Here is a bit of information about the speedster aliens that are in this chapter, all brought to you by the Ink Tank:

Chapter 8: The Steamers

After the fighting with Looma and her joining the group while also having Glitch, the group felt a bit tension since her arrival while Helen, Attea, Lolaxx and Zs’Spoocy kept giving her cold looks while also keeping an eye on her after beaten Helix up and her getting ‘engaged’ with him because of their fight along with Manny and Vera.

The Omni-Copter was flying in the air before grunting and shouting sounds could be heard inside. Helix and his friends were suddenly in a large city as Manny was thrown back through a building. "You okay?!" Ocellus called out before dodging a familiar laser.

“Grr, I forgot how hard he hits.” Manny groaned before he managed to quickly roll out of the way to avoid a boulder that was gonna hit him. In front of him was Vilgax, but he looked like how he used to be before his enhancements.

"Huh so that's what Vilgax looked like before." Helix said as he knows how he looks completely different from his modified form. "Still as ugly though."

“You will not stop me!” Vilgax called out as he lifted up another boulder and threw it towards them, but it was stopped by magic as Smolder was using her magic to hold it in place.

“Tell that to the other times, squid head!” Smolder mocked as she tossed the boulder back at Vilgax, which sent him flying as he crashed with a thud. “Even without his enhancements, he’s tough.” She commented before she was suddenly smacked back, which was Vilgax again, but this time with his enhancements. “Me and my big mouth.”

"Do not falter!" Looma declared as she gripped tightly on her warhammer. "Show me how a group such as yourself was able to defeat Vilgax!"

"You ask and we will deliver!" Helix replied before he activated his Omnitrix and transformed into Xlr8 before he turned the dial to activate the Omni-kix armor. “Time to go fast!” He exclaimed as he then sped at Vilgax, but he was way faster than he was usually do as he used his speed and durability to smack Vilgax many times, which makes him hard to keep up as he kept trying to hit him, but was quickly overwhelmed as he covered his head while being hit. “Looma, give him the hammer!”

"Of course, beloved!" Looma shouted before she swung her hammer but was caught by the future version of Vilgax. “What is this?!” She asked in shock of seeing the future version of Vilgax.

“You wouldn’t hit my former self!” Future Vilgax exclaimed as he lifted Looma up and smashed her to the ground and hit her a couple of times as a crater was being formed.

Soon, Looma was tossed to the others as XLR8 went towards them as they saw three Vilgaxes, from past, present, and future, together as they glared at the heroes. “Wow! Three Vilgaxes at the same time!” Silverstream exclaimed in shock. "This is both amazing and frightening at the same time!"

"This just means a beat down three times as awesome!" Helen called out before they charged at the three Vilgaxes.

Misty activated her Omnitrix and slammed down as she transformed into her version of Humungasuar as she tackled the first Vilgax down with Smolder, Gallus, Lolaxx, and Sandbar. Looma, Manny, Zs’Spooky, and Yona attacked the present Vilgax, while XLR8, Helen, Ocellus, Silverstream, and Attea attacked the future Vilgax.

XLR8 and Helen ran around future Vilgax to keep him occupied, while the others swooped in to attack him a few times. Future Vilgax gave a mighty yell, but then Ocellus and Attea flew in while they aimed their blasters and fired a powerful blast that hit Future Vilgax.

Looma and Manny were delivering mighty punches at present Vilgax while the female tetraman princess swung her hammer at present’s Vilgax’s face, causing him to stumble back before Manny delivered a mighty punch while Zs’Spooky flew up to his head and plug her hands into his head, causing him to scream in pain before Yona charged in and knocked present Vilgax away, sending him flying to a building, which crumbled down.

With the rest facing the past Vilgax, Smolder chanted a spell to create a few magic circles that released fireballs right at him. Vilgax covered his face to block out the shots as Gallus flew in and kicked him to the face, which caused him to stumble before Sandbar rushed in and jump up and deliver a hind hoof kick to the chin while Lolaxx charged and punched him back as Misty then swung her tail and knocked Vilgax away, knocking him to the ground.

“Past Vilgax is out!” Misty exclaimed, and then suddenly, one by one, the Vilgaxes all vanished in a stray line before they vanished before the surrounding suddenly vanished as well, revealing a large empty room.

“Not bad, for holograms.” Gallus said with a shrug as Misty and XLR8 then timed out and transformed back.

“That was impressive, guys.” Flash said with a smile as he and the others, except for Dust and Delta, were looking through a window after watching the fight. “Three Vilgaxes taken down for the price of one.” He commented.

"Even I am impressed, beloved~." Looma said with her cheerful tone as she gave Helix a warm embrace. "But I certainly wasn't expecting three of them."

"Yeah, that third Vilgax was the one we faced when we traveled to the future." Helen told her before she quickly got Helix out of Looma's hug. "By the way, it was surprising when he said to think about fighting Vilgax and it brought all three versions of him here."

“Well, if Vilgax said he was as tough as he was, from when my parents time, our time, and the future, I figure if we wanted to get stronger, so why not have all three for a challenge?” Helix questioned with a shrug. “Because let’s be honest, the dude has a habit of fighting with power.”

“I’m surprised you got the details right.” Twilight said with a surprised look while looking at a projection of Future Vilgax. “Because seeing Vilgax that power and combat all your aliens in the future, that scares me quite a bit.”

“That was me.” Ocellus said with her hoof raised as they exited the hologram room. “I managed to memorize Vilgax’s attack.”

“And solid holograms rock!” Rainbow cheered with a smile.

“It’s like you can actually fight them!” Scootaloo exclaimed in excitement. “So awesome!”

"Yeah, it was." Misty said before her Omnitrix timed out and she transformed back. "So what do you think we're going anyway?"

“Don’t know.” Ruby said with a shrug. “Delta and Dust wouldn’t tell us.”

“But they said it was a request from Celestia.” Xylene said to them. “So wherever they’re taking us, she seems more eager to go.”

"I think I saw her put on a t-shirt with a squid on it, so maybe that's a clue or something." Attea said with a shrug, which caused Misty to do a double take. "Oh and Looma, be sure to put on your ID mask so we don't freak out the natives around when we land."

“And try and not say the word beloved to Helix, please.” Helen pleaded. “It will just be awkward for someone to say it at this age.” She added with a look.

“Don’t worry. I will follow your custom.” Looma said before she took out an ID mask.

Then suddenly, Delta spoke up through the speakers. “Alright everyone, we are arriving at our destination, preparing for landing.” He announced before they heard a squealing sound that came from a little filly as they all cringed while some covered their eyes.

“Sister! Please! Calm down!” Luna spoke up through the speakers before it was cut off as they all shared awkward silences.

“Who knew Celestia can squeal like a filly.” Fluttershy commented as they shared a small chuckle in amusement.

Soon the group was out of the copter and walking down some run-down Pier with a few squids printed on a few buildings. Looma had a ID mask on as she was disguised as a earth pony filly with red fur and a black mane. “Ah, Squidcity. This place is my special part of my fillyhood.” Celestia said with a nostalgic smile.

“Uh, how long was that, a thousand years ago?” Cozy asked with a brow. “Because this place looked a bit run down.”

“Well, it has been lacking in fame lately.” Celestia said with a shrug. “This could be the last chance for any of you to see it. Pretty soon they’re gonna tear this whole place down and put in one of those shiny new megaplexus.”

"Well, can't stop the barge of progress.” Tempest said with a shrug.

"But at least we can let them experience the local delicacies one last time." Luna mentioned with a small smile. "I remember how many times you went on the squid themed zipline, and then you could barely move your legs."

“I just love that ride!” Celestia said with a smile as the others snickered before she realized something. “Wait, where’s Misty?” She asked, seeing Misty wasn’t with them.

"Oh there she is, by the entrance.” Helen pointed out as Misty seemed a bit distracted.

“Misty? Equestria to Misty?” Sweetie Belle asked, while Misty looked at the squid related signs in terror as she walked up to them.

“Squids. Squids. Everywhere.” Misty muttered as she slowly walked up to them.

“Hurry, Misty! You’re gonna miss out!” Pinkie cheered as Misty went up to them.

“What are we exactly having?” Starlight asked with a brow.

“It’s Ice Cream, Squidcity style.” Celestia said with a smile.

“I like ice cream.” Misty said, feeling a bit calm. “What’s Squidcity style about it?”

“It's basically black ice cream that's made with a little bit of squid ink." Luna explained, which made Misty worry again.

"D-Did you just say…squid ink…?" She questioned as her Imagination got the better of her and the stallion behind the counter looked like a squid to her. “Ice… creeeeeaaaaammmm. Not hungry!” She said as she lowered herself from the counter while the others looked at her in surprise.

“What’s her problem?” Button Mash asked with a brow.

"No idea, but if she's too scared to get some ice cream, I'll show her how a brave hero does it. Helix said before he looked at the stallion behind the counter. "Yo, squid-tender, I'll have a large one please!"

Misty gave her cousin a look before she raised her hoof. “W-Well, I’ll have extra large!” She called before she realized what she did. “Oh, no. What have I done?!” She muttered with a fearful look.

"I'll have a triple quadruple large!" Pinkie exclaimed.

“We’ll all have squidink cones.” Luna said to the stallion.

“Coming right up,” The stallion said as he took a cone and started pulling some ice cream in.

“Not the weirdest we ate.” Gallus said with a shrug before a green flash was shined as Misty transformed into her version of Fast Track and sped away. The young group followed the blur and found her standing behind one of the booths.

"Really, Fast Track?" Attea asked Misty.

“Lay down your money pal, or keep moving!" She replied as she acted like one of the workers.

“What’s your deal, cous?” Helix questioned with a brow. “I don’t think I’ve seen you this jumpy.”

“What do you mean you’re out?” Celestia asked as the young group turned to them. “It’s Squidcity’s pier signature dish!” She pointed out to the stallion.

“Not anymore.” The stallion said dully. “The Squid stands are closing down to make way for the new megaplexus. Looks like they got the last ones.” He said as he saw a group of ponies taking pictures of their squid ink ice creams before tossing them away.

“Okay, that’s just a waste of perfectly good ice cream!” Pinkie exclaimed with a look.

"Sorry, the pier is changing." The stallion said before he took off his squid head and walked away.

A bit later, after Misty timed out, the group saw the sign of the new Multiplex that is coming soon. “Look at that. Not a single squid could be found anywhere on it.” Celestia said with a look.

“You know, I agree with progress, but why would anybody be so anxious to forget that past?” Twilight asked in wonder. “The past is great.”

"We could not agree more, your highness!" A stallion's voice declared.

“Huh? Who was that?” Rarity asked in surprise as the group turned to the explosion.

“Finally, something not squid related.” Misty said in relief before she rushed off, but some creatures ran off before a giant squid robot appeared from the water.

“Flee before our mighty beast!” Another Stallion’s voice called out as one of the tentacles hit the docks.

“Your hideous megaplexus will never be built! For we are here to insure Squidcity will stand forever!” A third stallion’s voice called as Misty looked at the giant squidbot in terror.

"Huh, a giant robo squid, that's a new one." Manny mentioned with a bit of confusion. “And what's with the old school steampunk look?"

“I have no idea.” Applejack said with a shrug. “But you have to admit, that is a fine mighty skill there.”

A couple of construction ponies were looking at the blueprints. “Looks like we will start building the laser tag park.” The mare said to her partner before the squid bot shadowed over them.

“You are obliterating the pier’s historic history for ‘laser tag’?!” One of the stallions questioned.

"Where would the children crush their pennies, stretch their taffies?!" The second stallion question.

One of the tentacles grabbed the mare. “Carol!” Her partner yelled as another tentacle smashed the blueprints.

“Jade! Help!” Carol cried out before she was brought back down.

“Good day, young miss.” The third stallion said. “Now, run home before you get hurt.” He warned.

Rarity then gasped while the others looked surprised by this. “Showverizum!” She said in shock.

“Okay, what’s this squid problem?” Tender Taps asked in confusion.

“Our deal is the future!” The second stallion exclaimed.

"And our solution is the past!" The third scallion added as Misty looked at the robo squid with a traumatized look while a flashback happened in her head.

Back when Misty was just a little filly before she found the Omnitrix, she was wearing a sailors suit while giving a proud look. “Are you sure you got this, Misty?” A mare asked. “It’s the most important part of the play after all.”

“I think I can handle it.” Misty assured as she walked out to the stage before the light shined on her as the crowd cheered.

“Misty! Look out!” Attea yelled as she pushed the traumatized Misty away to avoid being crushed by a metal pillar.

"Misty, step out of it!" Flash called out as she still had the traumatized look on her face.

"Come on, cus, it's hero time!" Helix called as he was shaking her rapidly.

“Hero time?” Misty asked before she got back and out of her traumatized state as she activated her Omnitrix. “Right.” She said as she then changed into Jetray while Helix activated his watch and transformed into Heatblast.

“Let’s go, cous! That squid won’t know what hit him!” Heatblast declared as they charged at the robo squid.

"Wait did you just say…squid?" Misty asked fearfully as she flew in the air. "Oh boy…"

The squidbot then turned towards them as Heatblast then started blasting at the tentacles, hardly doing any damage while Misty was cringing in disgust while she dodged the tentacles before she and Heatblast stopped at the otherside.

“Oh, you’re pretty fasts, scoundrels!” The third stallion commented.

“We want to know, are you two powerful enough to escape the power of the past?!” The first stallion questioned while a hatchet opened up to reveal three different stallions inside, each of them wearing steampunk clothing. One was a dark orange unicorn stallion with a dark orange coat and a dark red mane and a beard on his face while he had a top hat on his head.

The second one is a pegasus who has a red fur coat and orange mane with a mustache and a monocle on his right eye. Finally, the third stallion is a dark green earth pony with a dark yellow mane while he was wearing glasses. The Unicorn stallion then pulled down a microphone and started to speak into it. “We doubt it! Because how could any fancy pantsy modern technology match for the time tested talents of the Steamers!”

"Whoa, wait, there's a bunch of dudes inside that robo squid?!" Heatblast questioned with confusion.

“We are gentlestallions, not 'dudes'!” The pegasus stallion exclaimed in offensive.

“And this is no squid! This is…” The Earth Pony Stallion started.

“A Clocktopus!” The Steamers yelled before they used a tentacle to whack the two Omnitrix users aside as they screamed and landed in a dump tank.

"Very well done, Steam Wrench and Steam Screw." The earth pony stallion said to the other two.

“Thank you, Steam Wall.” Steam Wrench said with a smile as the Clocktopus then went to the crowd with laughs. “You will all begin to share our appreciation of the past!”

“Watch with shock and awe, as we, with a simple pull of a lever…” Steam Wrench started as he tried to pull a lever, which didn’t budge. “A simple pull of--”

"Did one of you forget to oil this one?" Steam Wall whispered harshly to the other two.

"Come on now, everyone is watching us!" Steam Screw whispered to Steam Wrench.

“I got it! I got it!” Steam Watch said as he got the lever going. “Yes!” He cheered as one of the tentacles lifted up. “We will lay low this hideous shopping mall!” He called as the tentacle crushed the sign and the crowd ran away in fear.

“That good peeper was just a small demonstration of our restoration efforts.” Steam Wall added before he and his brothers were hit by squid popsicles. “Dagh!”

"Uh Sandbar, you really think that's going to help?" Rainbow questioned as Sandbar was throwing the popsicles.

"I got a 'dagh' out of one of them, so that's a start!" Sandbar pointed out before he continued to throw the popsicles.

“He got a point there!” Pinkie added as she joined in with Sandbar at throwing popsicles at the Steamers, which got them annoyed.

“Enough!” The Steamers yelled as the tentacles surrounded the group and caught them by one of the tentacles.

“We will just as well crush you neophytes.” Steam Wrench said.

"Yes, but a gentlecolt would never strike a lady, young one, or even a senior citizen.” Steam Watch said.

“Neophytes?” Applejack questioned.

“Senori citizen?” Delta questioned.

“A lady and gentlecolt?” Rarity asked with a smirk at the compliment. “Ah. A true gentlecolt would provide aggress when he de-slighted another.”

"You dear question our manners, mama?" Steam Wall questioned her as the others caught on to what she was saying.

“Oh, we gotcha, Rarity.” Spike said with a wink. “Yes. You three have offended us, sirs.”

“If we demand satisfaction, we challenge you three to a duel.” Manny said with a smirk.

“We already vanquish all of you. Why would we do it again?” Steam Screw questioned.

"Ture, what the laws of etiquette allow us to choose a champion!" Twilight mentioned with a smirk. "Since there are three of you, we get to choose three champions, and we choose Looma Red Wind, Helix Watch, and Misty!"

"Wait, huh?!" Misty questioned when she overheard her as she and Heatblast were getting out of the dunk tank. But the moment they timed out, she screamed as she fell back in while Looma helped Helix out.

“A duel, ay?” Steam Wrench questioned. “A battle to the greats of yesterday and the business of tomorrow?”

“We accept.” Steam Screw said as he lowered the group down.

"Here are our terms: if we are victorious, you will have to admit that we are the cat's pajamas!" Steam Wall told them, which only confused them.

"The what now?" Helen questioned.

“Secondly, your champions have until noon to prepare.” Steam Wrench added.

“Done.” Delta said as the Steamers went back into the Clocktopus as they waited until noon.

“I’m in a nightmare.” Misy muttered. “I’m in a nightmare.” She repeated as she fell out of the dunk tank while giving a terrified expression while sweating nervously. "Worse, a squid-mare…"

"So, your second real fight on our planet." Helix mentioned to Looma. "You're ready?"

“Ready as I’ll ever be Be--” Looma was cut off when Helen rushed up in front of her and her eyes lit up in flames with a glare to her. “Uh, Helix?” She said sheepishly as Helen retracted.

“Okay, we gotta evacuate the pier before the duel.” Flash spoke up to them.

"Okay everyone, clear out now!" Rainbow demanded but none of the ponies were moving as they were excited to see the fight. “Okay, it’s like the Crystal Empire all over again.” She muttered in annoyance.

"I'M NOT FIGHTING THAT SQUID!!!" Misty shouted fearfully, which almost startled the others.

"It's a Clocktopus." Lolaxx corrected her.

Misty then groaned in frustration. “Whatever!” She called as she walked off as the others were now concern.

“What got you so scared?” Ruby asked.

“Indeed, you’ve been like this ever since we arrived in Squidcity.” Delta said in concern.

"That day…when I was little…in the past…" Misty started as she remembered back to that play.

Back when Misty was in the play, she was doing pretty well so far until it was up to the point where a squid was attacking the boat as two colts lowered fake tentacles down. “Don’t worry, captain! I’ll save us from the Squ--” She trailed off before she yelped when one of the squid tentacles got closed and she grabbed it, but lost her balance as she backed up and crashed the background play with the tentacle on her.

The crowd then all laughed at Misty as she gave a shameful look.

"All the laughter, all the humiliation, I ruined the school play and I've been scared of squids ever since…" Misty finished as Helix was doing his best to hold back his laughter.

Attea elbowed Helix with a brow. “What? It’s a little funny and I was trying to hold it back.” Helix said in defense.

“Misty, we know that day was a little traumatic for you.” Celestia spoke up. “But if I’ve learned anything today is that if you hold onto the past too tightly, it will hold you back.” She said while looking at the Clocktopus, which made her realize that she has to let go of the past to move on. “What you… We need to do, is to make sure those lessons we carry with us help us move forward.” She finished with a smile.

"Dead wrong!" The Steamers said as the Clocktopus rose up.

“The defenders of a foolish future vs the heroes of the past!” Steam Wall exclaimed as they all coughed from the steam.

"Come on Misty, we're going to need your help to beat them." Helix told her as Misty looked at the giant Clocktopus in front of her.

“Let's say, heroes. Shall we rumble?!” Steam Wrench questioned.

Helix ready his Omnitrix while Looma ready her ‘hooves’ but then Misty turned her back to them. “Nope.” She said, which shocked them. “Fights off for me!” She called as she rushed off.

"Wait, what?!" Helix exclaimed as the group of ponies groaned in disappointment before they walked away.

The Steamers laughed in amusement. “How will you handle three Steamers against two champions!?” Star Wall questioned with a smirk.

"Once we are done with you, no one will stand to defend your hideous megaplex!" Steam Wall declared before he got sprayed in the face with a stream of water. "Dagh!"He called out as the group turned and saw Pinkie with a water squirter.

“That is the last ‘Dagh’ you will get out of any of us, pony!” Steam Screw said with a glare.

“You need to cool it, Steamers!” Rainbow yelled out.

“As we already stated, gentlecolts can’t hit ma– Dagh!” Steam Wrench exclaimed but was cut off when he got squirted next.

“Listen here, we're not just any mares! We’re the Council of Harmony, and that’s three ‘Daghs’ from each of you!” Applejack exclaimed.

"As you wish…" Steam Wall growled before they reeled back one of the mechanical tentacles.

Helix and Looma were about to step forward, but then Misty, who transformed into her version of Diamondhead, grabbed the tentacle and held it back. “Misty! You came back!” Fluttershy said with a smile.

“How else would I get those creatures to leave?” Misty questioned.

"Oh, that explains it.” Helix said before he transformed into Humungousaur while Looma removed her ID mask.

Misty then moved the tentacle away as she, Humungousaur and Looma charged at the Steamers, who laughed. “Champions indeed.” Steam Screw taunted as the brothers chased after the three.

“Okay, creatures are saved! Time to run!” Misty exclaimed before she was caught in one of the tentacles.

“Running is not our way!” Looma called before she was grabbed next and then Humungusaur was struggling to hold a few of the tentacles back as Misty looked at the Steamers nervously.

“Don’t look so scared, my girl.” Steam Wrench taunted with a smirk. “We’re merely in brewing you for less respect with a greater age.” He said as Misty had another flashback.

All she could do was hear the ponies laughing as the tentacles were on top of her. "D-Don't worry, captain, I sh-shall save you from th…the squid…" She said as her phobia began to form. “The squid…” She squeaked nervously.

“I can’t do it!” Misty cried out.

“Of course you can’t.” Steam Screw said with a smirk. “Our generation created titanics, hidden bergs! What have you made, fast food and mini malls?” He questioned while Misty started to tear up in fear. "You have nothing worth fighting for!"

"Oh come on, Misty, that play was like five years ago!" Humungousaur called out as he was holding on to one of the tentacles. “Those are memories!”

“It’s time you stop holding onto the past and start looking through the future!” Celestia exclaimed.

“Blasphemy!” The Steamers yelled.

“It’s time to start making new memories! Good ones!” Dust yelled out. Misty shook her head as she clenched her fists.

"Good ones…" She repeated before she had a determined look on her face. "They're right… we have plenty to fight for!" She called as she gave herself determination before she then broke out of the tentacles by making shards. “Like family!”

“That’s the spirit!” Looma called as she easily used her strength to break the tentacles she was caught on before Humungasuar yanked the tentacle he was holding off and tossed it to the ocean.

"Egads! You three may have brawn, brutes, but we have a hide of iron and steel!" Steam Screw told them.

“And seven arms!” Steam Wall yelled as the tentacles latch on them, but Loom grabbed three while Misty and Humungasuar caught two each.

“Six arms vs seven arms?” Humungausuar questioned with a smirk. “That’s not very gentlecolts.” He mocked them before they yanked seven tentacles off, which shocked them.

"There we go!" Misty said before forming a sword with her right arm.

“You cads! With one simple pull of this lever we’ll show--” Steam Screw called as he pulled on the lever, but nothing happened. “W-We’ll show you… Come on!” He exclaimed in annoyance.

“Oh, use oil next time!” Steam Wrench exclaimed as Screw managed to get it going.

“Steam!” The Steamers exclaimed as the Clocktopus managed to regain control as it’s remaining tentacles then attacked as the three dodged them.

“Do you finally understand, fools?!” Steam Wall exclaimed. “The past is coming! And us along with it!”

"Where'd they go?" Steam Wrench asked as they couldn't find them anywhere.

"Children these days, they have absolutely no attention span whatsoever." Steam Screw complained.

Thena beam was tossed, causing the Clocktopus’ head to spin as they gave a yell. “Nice try our little friends! But with one…” Steam Wall called as he pulled a stop lever, but was having trouble. “Simpler… Simple…” He grunted as he and his brother gave yells before they finally stopped while looking a bit dizzy before they growled at the three heroes.

"This is supposed to be a duel, right?" Humungousaur asked as he held a steel beam like a sword. "En garde!"

"En garde, indeed!" The Steamers declared as their Clocktopus grabbed a steel beam and started fencing against Humungousaur.

The two fought a bit before Humungousaur called. “You hit like a squid!” He called as he knocked them back. “Since you're all hot under the collar, you need to chill out!"

Looma then jumped up and delivered a mighty punch, which caused the Clocktopus to fall into the water as the Steamers looked in horror. “Nononono! The exhaust pipes are overflowing with water!” Steam Screw called.

The three heroes jumped down to them, but the three brothers flew up into old classic flying bikes. “How can we be so careless?!” Steam Wall questioned.

"You may have won today…" Steam Wrench called out while panting. "But the war has yet to be won!"

"Next time…you will not be so lucky!" Steam Wall declared before they started to fly away.

"Leg cramp!” Steam Screw complained as Misty and Helix transformed back while they and Looma were in the water.

“Ah, drats. Just when I was making good memories.” Misty sighed as she and her cousin and princess Tetraman climbed back up to the pier with the others.

"Nice job, you three." Twilight praised them with a smile.

“You three put the Steamers in their place, the past.” Celestia added.

“But they’re getting away.” Looma stated to them.

“Let them go, Looma.” Helix said to her. “We’ll get them another day. One thing about bad guys, they always come back.”

"Plus it's more about doing the right thing and stopping the bad guys from doing their evil plot." Helen mentioned as she just turned to the construction site. "They were going to destroy all of this and who knows what else."

“But the most important thing is that Misty stood up to her fear, and she faced it." Delta added. "The Steamers might have gone away this time, but we'll get them another day."

“Yeah, I guess facing the future is a whole lot easier.” Misty said as they watched the Steamers fly off. “Celestia, can I try that ice cream now?” She asked, which made them all smile while they may have not caught the Streamers, but Misty has faced her fears from her past.

Author's Note

This is what the Omni-kix armor XLR8 looks like and it's abilities:

APPEARANCE
Omni-Kix XLR8 is enveloped from head to toe in Omni-Kix armor. His head, back fins, arms, knees, and shins are covered in blue plating, while his arms and shins have green downward curves in them. His thighs, chest, and tail are covered in gray plating and his abdomen is covered in black and white plating.
The Omnitrix symbol is on his chest connected by four gray tubes.

POWERS AND ABILITIES
● Omni-Kix XLR8 shares the same abilities as his default form namely his enhanced speed
● Omni-Kix XLR8 is more durable due to his Omni-Kix armor
● Omni-Kix XLR8 seems to have the ability to boost his speed temporarily, coating his body in green energy, referring to it as "Hypersonic". This can also happen while he is in the air, allowing him to air dash into opponents and hit them with devastating force
● Omni-Kix XLR8 has the ability to run at high speeds underground, basically tunneling through it

Chapter 9: Temporal Crisis

At an unknown part of Equestria, Lightning Bolt and her Washouts, Short Fuse and Rolling Thunder, are setting up their gear to perform in front of a crowd. “Alright, Washouts, let’s hurry and get our gear ready for today’s performance!” Lightning called out to her two Washouts. “We don’t want to leave them hanging!”

“YEAH! LET’S NOT KEEP THEM WAITING, OR I’M GONNA GO CRAZY!” Short Fuse yelled out.

"It's gonna rock, especially with the new equipment we just got." Rolling mentioned with a grin. "The buzz saws will definitely take our performance off the chain."

“And this time, there will be no Rainbow Dash or her little friends to disturb us.” Lightning added with a look, still holding a grudge against her rival the last time she saw her when she was shot into the sky by her own rocket.

"Still a little sore about the rocket thing?" Rolling asked her rhetorically. "But you got to admit that little stunt was epic."

“IT WOULD’VE BEEN BETTER IF THAT RAINBOW CRASH DIDN’T RUINED IT!” Short Fuse yelled.

“You said it, Fusey.” Lighting said with a growl before she recomposed herself. “But forget about her, let’s just set up our…” She was cut off when she saw something that made her eyes widened. “What the?!” She asked in shock when she saw the ramps all withered and a bit old, like aged into dust old. “What happened to the ramps?!”

"The buzz saws!" Rolling called out when she saw that the new buzz saws they got had become old and rusted. "I just got those things!"

“WHO RUINED THE FIRE RINGS?!” Short Fuse yelled as he saw the fire wrings all rusted up and a bit twisted.

“I-I don’t get it!” Lighting called as she looked at their gear. “All this stuff is still brand new! How did they become old so fast?!”

"Hey, Lightning, I found a trail over here!" Rolling called out as she was standing in front of a trail that looked like it was made by some sort of creature, when they had never seen before. "They look like it's going down to the desert."

“That is weird.” Lightning said with a brow. “And apparently, it’s like it burned through the ground. Whoever it was, it certainly heated up to the bone.” She said as she looked out to the desert.

“So what do we do?” Rolling asked.

“We are gonna follow it and kicked their flanks for ruining our gear!” Lightning declared with a look.

“YEAH WE ARE!” Short Fuse yelled out.

"Washouts, move out!" Lightning shouted before they flew off into the sky and followed the trail. They followed it for a good miles until they spotted some sort of old town with a wall made out of bricks and a barrier around it for miles. "The hay is that?"

"Don't know, but look what else is here!" Rolling called out as she noticed Alien Force and the others just outside of the town.

“Rainbow Crash and her foolish friends?!” Lightning asked in shock before she glared and growled. “Oh, of all the places, why here?!”

With Alien Force, they are looking at the wall barrier with a look of wonder. “Uh, why are we here, again?” Cozy asked with a brow.

“Yeah, because I don’t see anything cool or fun about this place." Button mentioned.

"I just thought I'd come by and see this place one last time." Celestia mentioned with her ears dropped back.

“It sounds like you have an attachment to this place like Squidcity.” Rainbow said with a brow. “Just, what is this place exactly?”

"It used to be an old facility where an old friend of mine got lost." Celestia replied with a sad tone. "An experiment she was conducting went wrong and she hasn't been seen since."

“Ah, now I get it.” Flash said with a nod. “But what kind of experiment was your friend working on?”

“Celestia told me that this facility used to be a research facility.” Luna said to them. “But I don’t know what they were researching. And I have yet to be told.” She said as she gave a brow to her sister.

“Well, whatever it was, it must’ve been a very serious one.” Manny said while tapping the break wall. “Centuries old and from the looks of things, they’re still no way in, unless you’re an alien.” He said with a smirk as he cracked his knuckles.

“Hold on, Manny. Look.” Zs’Spooky said as she pointed to the side, seeing two big holes on the walls, which surprised them, but most of all, Celestia.

"That's… that's impossible, these weren't here before.” Celestia said with shock before she carefully checked each hole. “What exactly made these things?"

"That's what we want to know!" Lightning called out before they saw her and the rest of the Washouts fly down.

“Lightning Dust?!” Both Rainbow and Scootaloo called out before they gave her a glare.

“You three know each other?” Delta asked with a surprised look.

"Meet the Washouts, perfectly named because they washed out in the Wonderbolts tryouts." Rainbow mentioned while she marched up to Lightning Dust. "Reason behind it, they're psychopaths!"

“We were only trying to show ourselves worthy, and then you ruined it!” Lightning countered as she marched up to Rainbow as the two were inches away from their faces. “And of all the places to get away from you, you showed up here!”

“Like I would purposely run into you since you nearly blew Scootaloo up with a rocket?!” Rainbow countered. “What are you and your lackeys doing here?! Trying to show a town your dangerous stunts?” She mocked.

"Whatever, not my fault she was too chicken to do the stunt." Lightning said before she looked past Rainbow Dash. "Right now, I've got bigger fish to fry. Something that came from here, totaled our equipment we were going to do for our show."

“Eh, apparently they did us a favor from what you show.” Rainbow mocked before Dust nudged her.

“Enough, Rainbow.” Dust said with a look as Rainbow looked at her in surprise. “We take it that this someone might be here?”

“Well, the trail leads to this city through that hole.” Lightning said while gesturing to the hole on the brick wall. “When I find them, they're gonna get it!”

"Well, even I'm curious as to what it is because these holes are barely pony shaped." Luna mentioned after examining the holes. "Is there something in here that we should know about, sister?"

“Well, it has been a while, but uh, how should I put this?” Celestia said while rubbing her chin. “Well, it was basically a research facility for collection quarts in the mine. Saying it has the potential to create something greater. The friend I was telling you about was conducting an experiment with these crystals when something bad happened. After that, I had this place shut down and the barrier put up that way no one would get in again and no one would get hurt.”

“Well, we’re not gonna figure out who broke in just by standing here.” Helix said with a suspicious look. “We should go in and see what’s up.”

"Everyone, in the base." Delta called out before looking at the Washouts. “That goes for you three too."

“What?! They’re coming?!” Rainbow asked in disbelief. “No way are they--”

“Rainbow.” Delta said with a firm look that made Rainbow flinched.

"Uh, how are we going to fit in such a tiny little carriage?” Rolling questioned after seeing the disguised mobile base.

"I AM NOT GETTING CRAMMED INTO THAT THING!" Short Fuse shouted before Rainbow started pushing all three of them.

"Just get in!" She told them as Trixie and Twilight looked at both her and Lightning Dust.

"Wow, their grudge against each other is almost as dangerous as ours was, Twilight." Trixie commented as Twilight nodded in agreement.

“Lightning’s first time meeting Rainbow nearly caused my friends and I to fall from the sky and the second time nearly blew Scootaloo from a rocket, so yeah.” Twilight said with a sigh. “It’s a rival thing.”

“Yikes.” Sunburst said with a cringe. “Now I get why they don’t see eye to eye.”

"Yup." Starlight mentioned before they heard the gasps and shouting of shock from the Washouts when they got into the mobile base.

Soon they drove into the facility as the place looked very abandoned. The mobile base stopped as the group exited it as they looked around at the abandoned buildings that are surprisingly intact except for boarded up doors and shattered glass.

“For a century old facility, this place is surprisingly intact.” Flash commented. “Well, mostly but still stable.”

“So how come something that came from here if no one has been here for years?” Helen asked with a brow as Helix looked down at the ground with a serious look.

“Weird. Maybe something, I’m not sure, burns through the wall after it just woke up from one of the experiments.” Helix suggested.

“Look at these.” Misty said as Fluttershy gasped at what she saw as the others gathered around her.

“This is a bird.” Fluttershy said a bit pale as they saw a skeleton of a bird before she saw another of a lizard as she carefully picked it. “And these are lizard bones. They’re fossilized.”

"And it's not just them, look at this." Looma told the others as she walked up to a booth that looked like it had been aged for decades. "That trail you were following goes here and it looks like it was for some sort of writing a letter."

"To me, just in case something went wrong here." Celestia mentioned before Luna noticed the trail was going away from the booth and over to a building.

"It seems like it went to a police station and then… I suppose there are apartments?" Luna added before she saw the spot in the booth. “And it’s like something turned slay into sand just by standing on it.”

“He was probably on hold.” Pinkie joked with a chuckle as the others groaned.

“Just to view, someone stood here a million years ago and then walked into those buildings centuries ago?” Spike asked with a brow.

“Yeah, because that’s just crazy talk.” Lightning added with a brow.

"We have seen plenty of crazy things, and may I remind you what your world is called?" Xylene mentioned with a brow.

Sweetie Belle then saw something that made her nervous. “Uh, guys, I think I found the creature who caused this!” She called as she pointed ahead.

They saw something that was glowing bright blue and looked almost like a skeleton as it was heading straight towards them, while a trail of echoes of itself all behind it. "What the hay is that?!" Rolling questioned before the disguised aliens took off their ID masks.

"Whatever it is, it's got to be more interesting than just standing here." Manny said as Smolder readied her magic while Helix and Misty transformed with their Omnitrixes. Helix had transformed into Bloxx while Misty transformed into her version of Chromastone.

“Let’s get it!” Ruby called as the heroes charged at the creature while the Washouts looked in shock at what they saw. The team was about to charge right at the creature, but it only made a turn as it seemed to be running away from them. The creature moved around them as it then hit the side of a building, causing it to tumble.

“Look out!” Button Mash called as the building came down on them, but the group got out of the way just in time as Bloxx turned to where the creature went, only seeing its trail.

“Gone.” Bloxx muttered as he and Misty transformed back.

“At least the building it destroyed wasn’t the library.” Twilight said optimistically.

“You really loved books that much, huh, Twi?” Applejack asked with a brow.

"I'm saying we need to know what that thing is and a library filled with information on the experiments here might be what we need." Twilight explained before she looked at Celestia. "Do you mind leading the way?"

"After you explain to us what the hay are they!" Lightning exclaimed while pointing at the aliens.

“Oh, boy.” Attea muttered with a sigh. “We’ll explain on the way. Right now, we need info.”

“And what we know so far, it’s looking for something right here on the base.” Lolaxx said with a serious tone.

A bit later, after explaining about the aliens and the Omnitrixies to the Washouts, which they were shocked for a bit before they got their heads together, they were inside the library, with many books gone while Twilight looked at the still working computer.

“Anything, Twilight?” Dust asked her.

“Not much. The films are corroded from time, but it looks like this base was built for a time experiment called Project Temporal.” Twilight mentioned after reading one of the files. “Is that on the experiment that got this place shut down, Celestia?"

“Now I remember.” Celestia said with a thoughtful look. “This was inspired by the time travel spell Starswirl made to travel through time. This base here was built because of the huge quartz deposits that were studied to be used for time travel.”

"Well, what else happened?" Zs'spoocy asked.

"I…I don't fully remember…" Celestia replied with confusion. “I just remember an experiment happening and… strangely enough, nothing else after that."

“Ugh, another time travel mishap.” Starlight said, still having some issues after her meddling with time back when she was a bad mare. "Well, do you at least remember the name of who was in charge of it?"

“I'm afraid not, and her name has been censored." Celestial replied after seeing the file of a unicorn mare.

“Maybe she was trying to build the world's biggest watch." Manny said jokingly, earning him a look from the others.

“Well, whoever she was, her temporal theory was the basis of an experimental tunnel through time.” Misty said while looking at the files. "Luckily for us, the building she was working in is not far from here. Maybe we can go there and it'll jog your memories." She said to Celestia.

A bit later, they entered the room where they saw a giant quartz shape like portal where the lights and machines were stretched out in an impossible angle while only one trail was in the room. “Looks like my place after I threw that party last weekend.” Rolling commented before Applejack noticed the trail.

"Anything yet?" Sunburst asked Celestia as she looked around the place.

"I… I vaguely remember something rising up from the middle of the floor when one of the scientists got sucked into that gate." Celestia mentioned with a worried look. "It just showed up out of nowhere."

"Well, that thing was here and there's only one trail." Applejack mentioned after looking at the trail. "So either that thing came in here and vanished…"

"Or it was born here." Dust finished before they heard a noise coming from the room next to them. Helix quickly activated his omnitrix and transformed into Chromastone.

"Who ever's there, you're going to get chroma all over your stones!" He called out before he rushed into the other room and grabbed something in there. "Got you!" But soon as he pulled whatever he grabbed up, he got a better look as he was holding onto a unicorn mirror wearing a cloak around her body. Her coat was a light orange while her mane was dark brown with blue lines in it while it looked all wavy and she almost looked as tall as Celestia.

"Ah Chromastone, that really takes me back." She said with a smile before she had a confused look on her face. "Or was that forward? It's so hard to tell these days, Helix. Have we met?"

"How do you know who I am?" Chromastone asked as he let her go.

“Have we met, yet, I supposed the question was.” The unicorn mare said with a smile.

“Hey, that’s the unicorn from the photo, that temporal mare.” Spike said in surprise as the group walked up to them.

“You haven’t changed at all. In centuries.” Rarity said in surprise.

"I don't believe it…" Celestia spoke with disbelief.

"Oh it was certainly more than that." The Unicorn mentioned before she pulled out a bag and used her magic to levitate a few gumballs out. "Gumball anyone?"

“No thanks.” Chromastone said to her before Pinkie snatched one.

“I’ll take some!” Pinkie cheered as she ate some gumballs.

“Who are you? What’s your name?” Twilight asked in curiosity.

“You just read my files. I was rather hoping you could tell me.” The Unicorn said with a smile. “It slipped my mind several billion years ago.”

“Did she just several billion years?” Gallus asked in shock.

"Yeah, why would-What the…?" Chromastone was going to ask the unicorn, but when he looked back, she was suddenly gone.

"Where'd she go?" Helen asked as they all wondered where she went.

"By the way, have any of you seen a creature that could be a spacetime anomaly around here?" They heard the Unicorn asked, which startled them before they turned around and saw her by the door. "About yay big, incredibly destructive and virtually unstoppable?” She asked as the group saw her in shock. “No? I must’ve been thinking of another moment. Ta-da for now!” She said as she walked off.

Lightning rushed after her, but saw that she was gone. “Where did she--?”

"Look, she's outside now!" Trixie called out as she saw the Unicorn outside through one of the windows. "How did she get out there without teleporting? We would have seen her use her magic."

“Perhaps she has some sort of connection to that creature, which must be why she's looking for it." Luna theorized. "We must talk to her and see what she knows."

“Yeah, talk to her.” Manny said before he charged through the wall and went straight towards the Unicorn. “Right after the pounding!” He called as the Unicorn leaned against the pole with a calm look before she walked to the pole, but when Manny got there, she was gone. He turned and saw her in a building waving to him before she shut the door. Manny punched through the building and started wrecking the place, trying to find her.

The Unicorn then walked in front of the group before she looked back at them with a smile. "Was I in there?" She asked before she started to run away. She soon went past a building before a fire blast burst open the door as Misty jumped out as Heatblast. The others soon followed behind before they heard her from behind them. "That was public property you almost burnt down." They turned around to see her standing next to the hole.

"How is she moving so fast?" Discord questioned as they wondered the same thing. “She even has me baffled and I'm the Lord of Chaos…"

"I believe you mean how am I moving so quickly." The Unicorn corrected as they saw her from across the street all of the sudden. "It's called walking." She told them before she walked behind a building and suddenly appeared next to both Rainbow Dash and Lightning Dust. "Strolling is more like it."

“That’s better!” Rainbow called as she grabbed the Unicorn.

“Easy on the fur coat. I had it right for 1,200 years.” The Unicorn said before she removed her cloak and they were shocked to see she was really an alicorn with wings on her back and royal armor on her hooves and around her neck. "By the way, thank you very much."

"Okay…one: how are you an alicorn, and two: thanks for what?" Twilight questioned her.

“One: I’ve been an Alicorn for a melinia since the accident. And two: I have a feeling if you make enough noise, he’d show up.” The Unicorn said with a smile before they heard a familiar noise.

"That thing is back!" Attea called out as they saw the creature heading towards them.

"Finally, some payback for my equipment!" Lightning said as she cracked her hooves.

"Oh I don't think that's a good idea, just take a look at the ground." The Unicorn told them as they noticed something happening to the ground by the creature.

“The trails! They’re not burn marks, they’re… aged!” Starlight said in shock. “That creature excelurates time!”

The Unicorn gave an approval smile as Lightning rushed towards the creature with Rainbow following behind. “Very good observation.” She complimented.

“Time for some payback, creep!” Lightning yelled out.

“And time for you to get pummeled!” Rainbow yelled.

“Rainbow, Lightning, wait!” Misty yelled out. But it was too late that when the two Pegasi punched the creature with their hooves, their hooves began to age before the two of them started to feel weak. They both soon fell onto the ground as their bodies were becoming wrinkled.

The rest of the Washouts and the others rush up to them while Misty and Chromastone watch the Unicorn chase after the creature before they rush to the down Pegasi. “Rainbow! Lightning!” Chromastone said as he moved the two Pegasi around, which showed them to be two elderly Pegasi with gray mane and tail, wrinkles and lost some tooth.

"Oh my goodness, they aged into elderly ponies!" Rarity gasps as Helix and Misty timed out before Applejack and Rolling Thunder picked up the two elderly pegasi.

“Just touching that thing made them aged 60, or I don’t know, 80 years?” Helix asked in shock.

“We gotta get them to a hospital!” Sunburst told the others just as Rainbow and Lightning opened their eyes.

“What are you doing?” Lightning questioned as she pushed Roller off her as Rainbow did the same to Applejack.

“Get your hooves off us.” Rainbow added.

“Come on, Rainbow.” Scootaloo said to her idol in concern. “We’re gonna get you and Lightning some help.”

“What do you mean help?” Rainbow questioned. “I’m gonna kick that thing’s flank!” She did an airkick before some cracks could be heard as she grunted and held her back.

“Are you okay?” Looma asked in concern.

“My back is aching, my legs feel like they're going to snap, and what the hay is with these horseshoes?!" Lightning Dust questioned after she noticed something off about herself.

“Is it too much to ask for a little support?!” Rainbow questioned while shaking her hooves.

“They’re like Granny Smith when she asks about herself from time to time.” Applejack noted in surprise.

“Why are you whispering?!” Rainbow asked a bit loud with a hoof over her ear.

“Speak up! I can’t hear you!” Lightning asked loudly.

"Besides the wrinkles and the gray manes, they're pretty much the same as always.” Helix said with a shrug.

The group soon made it back to the mobile base as both Rainbow Dash and Lightning Dust were looking in the fridge. "Do we have any prune juice?" Rainbow asked the others. "I suddenly have a craving for some."

"What is with old ponies and prune juice?" Helix quietly asked.

“You’ll understand when you’re older, Helix.” Applejack said with a small smile.

“We should’ve been famous to all of Equestria when I was young and beautiful.” Lightning complained.

"Maybe because you were being too immature about it.” Starlight mentioned.

“What about now?” Lightning asked, gesturing to herself.

“Too old and cranky.” Starlight joked with a smirk.

“Delta then starts up the mobile base. “Okay, now let’s get out of here before…” He was cut off when the time creature came from a building and drove at them.

“Backup! Backup! Backup!” Dust frantically exclaimed as Delta backed up the mobile base in reverse at high speed. But then Ruby looked towards the back and saw the creature coming up from behind.

“Delta! On the right!” Ruby called as Delta turned to the view mirror and saw the creature behind them.

“Slow down you hooligan!" Lightning complained.

“Sorry, not happening at the moment!” Delta called as he turned the mobile base around and turned a corner as he drove at high speed to get away from the creature, but it was still on their tail as the creature went up to them and with a simple touched, the creature aged the mobile base as it began to lose its cloaking tech as it then rusted up, windows cracked, and engine started sputtering. "Oh no, not good!"

"Dad, ramp up ahead!" Helix called out while pointing towards a ramp just ahead of them.

“Hang on!” Delta called as the group held on as he drove up to the ramp as the rusted mobile base landed on the roof and served around as they came to a stop as the group looked surprised by what just happened.

They soon exited the mobile base as Lightning Dust was glaring at Delta. "I am never riding with you if you're going to drive it like that!" She complained before they jumped when the base fell apart.

"Well at least not in that thing anymore." Helix said jokingly.

"Where have you been?" They heard a familiar voice ask before they turn to see the Alicorn from before. "You were supposed to be here six seconds ago, or is this thing running fast?" She wondered as she looked at an old pocket watch.

"Who are you, and what thing that was chasing us?!" Twilight questioned her with a look.

“Can you fix our mobile base?” Xylene asked.

"Can you also fix our equipment?" Lightning asked the Alicorn.

Celestia looked at the Alicorn, feeling something coming back to her as the Alicorn walked up to the elder Rainbow and Lightning. “There’s something different about you two. Is it your mane?” She asked casually.

"Yeah, they turned gray when that thing turned us real old!" Rainbow complained.

“Don’t talk to me about old.” The Alicorn said with a look. “I walk in eternity.” She added.

“Well, you better start running in eternity, smart mare!” Lightning exclaimed while shaking her hoof.

“Mmm, you both might slow us down.” The Alicorn said in thought. “I need to fix that. We’ll come back right over there.” She then pointed to the side as the group turned left.

They then saw the Alicorn coming around the corner before they were shocked to see both Rainbow Dash and Lightning Dust behind her as they were back to the rightful age. They then saw that the two elderly pegasi they were holding were gone as they were surprised by this. "How did she do that?” Short Fuse asked before Pinkie Pie rushed up to Rainbow Dash and hugged her.

“Dashie! You’re okay! You’re good as new!” Pinkie cheered as she hugged Rainbow tight, which made her cringed.

“Well, my back might hurt again if you keep doing that.” Rainbow said with a cringing.

“Okay, sorry.” Pinkie said cheerfully as she hopped away while Rainbow rubbed her back.

"So, princess whatever, if you wouldn't mind fixing up our equipment like you did to us." Lightning told the Alicorn.

"How do you expect me to do that?!" The Alicorn asked as if she was insulted. "I'm a time traveling princess, not a body shop. Regressing equipment such as yours will end up breaking all the chrono laws of space-time and--"

"Okay, enough already!" Helix interrupted with impatience. "We need answers, now!"

"Same old Helix Watch." The Alicorn said with a smile. "You're even more like yourself now than you were in the future. Which, for obvious reasons, I cannot tell you about."

“You want me to hurt her?” Manny asked as he ready his knuckles before Celestia stepped forward.

“No fighting.” Celestia said firmly as she walked up to the Alicorn. "It's you, isn't it. The lead scientist on the Temporal Project."

"Right on time, old friend." The Alicorn said with a smile. “I was wondering when the temporal flux in your mind was going to wear off."

“Wait, Celestia, that’s your friend from that Temporal Project she was working on?” Smolder asked in surprise.

"But how are you here and an alicorn, Miss… Tempora?" Ocellus asked the Alicorn.

"Tempora, yes that will do very nicely.” She said with a smile before taking out her pocket watch. "As for my story, I will tell you it in a way you can understand the beginning, middle, and end. We'll start somewhere in the middle. She said as her horn glowed as did her pocket watch before they were suddenly back in the place where the gate was, only everything was normal as two unicorns were working. "Remember this, Celestia?"

“The day… this is the day when we were at the lab together to see if the project would work.” Celestia said in surprise.

"Precisely." Tempora replied before they saw a different version of her without her wings working on the gate. "You see, this facility was made because of my ingenious theory about time travel. You see, I discovered this when I discovered the quartz crystal in a mine not far from here. Which allowed us to create a time tunnel, allowing us to access past and future events.”

“Well, for a genius, it looks like you blew it.” Lightning commented before Luna gave her a glare, which made her flinch back.

“You don’t know half of it.” Tempora said with a brow.

“You sure this is gonna work? Your time machine has cost the pony’s a pretty penny, Dr.” The stallion in the lab next to the controls spoke up while Celestia and Tempora were working on final adjustments.

“The Chronologer is hardly a time machine. In a sense of a device and not like Starswirl’s spell, but in a subatomic drill designed to burrow a tunnel in the fabric of spacetime. As to the cost, I think the pony’s suffering throughout history is ample justification, General.” Past Tempora said.

"I always trust you, my friend." Past Celestia said with a warm smile. "But to answer the General's first question, there's only one way to find out."

"I couldn't agree more." Past Tempora said as she put up some goggles on her eyes.

Past Celestia pulled the lever, which powered up the portal as it opened a tunnel, which Past Tempora was standing a bit close while the other unicorn felt a bit nervous.

“But uh, are you certain we’re safe?” the unicorn mare asked in concern.

“I’m not certain anything, Fluffy!” Past Tempora called out. “But the chronic magnetic field we generate should protect us from the suction of the !” She assured her as the portal got stronger.

"Doctor, I'm… I'm frightened!" Fluffy called out nervously before past Tempora held up the bag with gumballs.

"Have a gumball, it'll calm your nerves!" Past Tempora said to her as Fluffy backed away.

“Seriously, even back then you have a thing with gumballs?” Attea questioned with a brow.

“They are my favorite treats.” Tempora said with a smile before she frowned. “But some tiny miscalculation on my part destablized the experiment and rip a hole in the fabric of reality.” She explained.

Past Tempora felt the sucktion becoming stronger as the equipment in the lab began to stretched and either get sucked into he portal or remained stretched as Tempora’s book went in and Past Tempora was about to get away, but was caught by the portal as she was shucked in.

“No!” Past Celestia cried out as she saw her friend got sucked into the portal, but then suddenly a blue flash appeared that knocked her out to a wall before the portal deactivated.

“And a sudden temporal wave hit Celestia, causing her memories of that accident to be in flux and forgotten when she came to.” Tempora explained.

"That explains why I barely remember that day, but what happened to you?" Celestia asked before they saw past Tempora being hurled into a vortex.

“As for me, I was hurled into the eventorizon.” Tempora said as they saw her past self falling into an abyss of clocks. “I must’ve spent 100,000 years there. I didn’t age or need to sleep or eat, just exist.” She stated before they saw a multitude of colors.

"Boy, it must’ve been pretty boring." Rolling mentioned before they saw past Tempora began to change as her back solely started to form wings that looked mechanical while a bunch of dust and sand started to cover her.

"You don't know the half of it." Tempora said before a temple with a giant hourglass on it appeared in front of her past self. “Of course, I went mad, but got bored with that after a few melliena too and went sane, very sane. But I landed in an area that exists outside of time, and suddenly I became an Alicorn when I first landed there. And that's when I became the princess of time and began to live alone until the six of you came to visit.” She mentioned before a different versions of the Mane Six entered the temple.

"Wait an apple picking minute, I don't remember that happening to us." Applejack mentioned.

"I didn't say you you, these are different versions of you from a different time." Tempora said as she gestured to the different versions of the Mane Six. "You see, these versions of you have come here for my help because of something that was happening throughout time. However I wasn't bored with my insanity and I banished the six of you to a temporal pocket where you slept for many decades, all because I cannot accept your friendship. But then I felt the fabric of time unraveling in Equestria and that's when another version of the six of you came to me for help after a learning me from a different Star Swirl the Bearded, one where he lived in a tree so long ago and wasn't stuck in a limbo."

“I lived in a tree!” Twilight said in excitement. “I bet my other self was bursting in excitement to meet our hero!”

"Well, in that timeline he was more of a cranky old unicorn and I still wasn't over my insanity while also not accepting your friendship." Tempora mentioned as her past self started to attack them. "I blamed you for what was happening to the timeline as my body began to lose its form.”

“Sounds like you were having a rough time with your job.” Rainbow joked with a chuckle. “But that was uncool for attacking the other self like that!”

"After the temple began to fall apart and as did my body, all of time did as well and your past enemies began to enter through that timeline." Tempora replied as her past self began to lose form while the temple fell apart. “To survive and fix all of time, I had to put my consciousness into that version of Rarity before that version of Fluttershy convinced the different versions of Discord to help fix all of time before it collapsed and we would all perish.”

“Oh, that is so me.” Discord said with a smirk. “Some versions of me that would never change.”

"After that, I suddenly felt my body became repaired and that's when my Insanity was gone and I regained my sanity." Tempora told them as they saw her being reformed right in front of them. "And after that, I finally understood the magic of friendship and restored those versions of you back to the original timeline before my temple was repaired. That's when I truly began to learn after discovering others like me." Soon her magic canceled out as they were back on top of the roof. "After that, I began to learn and now I finally understand the spacetime continuum, allowing me to travel anywhere and any when I want. Within reason."

“So where Alicorn’s time machine?” Yona questioned with a brow.

“She doesn’t have a time machine. She has a map in her head.” Twilight said in realization.

"Precisely." Tempora replied. "I know where all the shortcuts are. I spent a dozen lifetimes crisscrossing the time stream, making it a better place.”

“And how does that pay?” Tempest questioned.

“At the moment, not even job satisfaction.” Tempora said as she walked forward, that the group were suddenly in a teaching room, which shocked them as Tempora walked up to the board. “You see, I recently discovered that some kind of extra-dimensional creature is going to wreak havoc across the universe.”

"So? The way you've been talking, you probably face monsters all the time." Helix said with a shrug. "How is this one any different?"

"Because like the thousands of foes I faced before,” Tempora started as she then drew a circle with an arrow in it. “This extra-dimensional creature came into our reality the moment my experiment went array.” She explained.

“Oh, so just to be clear, it’s your fault.” Gallus said with a smirk before Silverstream elbowed him. “Ow, what?”

"In a way, it is…" Tempora admitted before Princess Luna walked up to her.

"But this creature hasn't been around that long we would have known about it.” Luna mentioned before Tempora started to draw a river on the board before she drew a tree next to it.

"You see, time is like a river." She told them. "It moves, flows, and bends. And sometimes, time can be like a tree. Think of the trunk of the tree as the main timeline while the branches are the many different choices that could be made as they create alternate timelines from different ones. Such as Starlight and Twilight's time travel fiasco once before.”

“So that explains why Spike and I kept jumping to different futures everytime Starlight changed the past.” Twilight said in realization. “We weren’t jumping in the same time period, we were jumping between realities.”

"And that's the reason why I gave you your map every time you needed to jump back." Tempora mentioned, which surprised the three.

"You're the reason why the map was still in the same spot every time we returned to the present?” Spike asked her with a surprised tone.

“Yes. I made it so every time you traveled back in time, the map will follow.” Tempora said before turning to Starlight. “Which is why time shouldn’t have been messed with in the first place. Been making me have a headache everytime you time jump and change the past nonstop.” She said with a bored look. "Which is why I took the spell from you when you returned back to your main timeline."

"Yeah, okay, now I'm starting to get a headache from all of this.” Starlight mentioned before she wondered something. “But what does this have to do with the creature?"

“Many years ago, I accidentally put a depth charge in that river. The creature I released was blasted from my old timeline to your present.” Tempora said before she drew a swirly line on the river. “Doing this to your future.”

"But all that it's doing is running around an old facility." Helen spoke up. "Why is that a problem at all? Why not just leave it alone.”

“That’s a better question for the mare on the moon.” Tempora said with a smirk.

"What? Who's the mare on the moon?" Manny asked her before they were suddenly on the moon.

"I am!" Tempora replied as they got a look around the place.

"We're…on the moon…" Tempest said with disbelief.

“Not again.” Luna groaned, feeling deja vu of being on the moon again.

"Correction, we're on the moon in your distant future." Tempora told them with a smile.

"What?!" Short Fuse shouted. “How are we not suffocating with no oxygen on the moon?!"

“Good question, not remotely the point though.” Tempora said with a smile. “Imagine what Equis will look like in 200 years say, with that time monster wandering around all over it, aging everything that crosses its past to dust.” She stated as they got concerned. “For those of you who have no imagination, Equis is up there.” She said as she turned and looked up as the others looked up next, and what they saw shocked them.

What the group was seeing was Equis, but it was red with the continents brown with clouds around it, looking as if there is no life at all on the planet and no water or plantation. The group looked in shock and horror at what became of their home. “You’ve brought us to the worst possible version of the future.” Flash breathed in shock.

"No, should I fail to stop that creature, this is your best possible future." Tempora corrected the group, which shocked them to the core.

"Not a beautiful sight, is it?" They heard a familiar voice ask before they looked in front of them to see another Princess Tempora looking at the planet.

“What are you doing here?” Tempora asked her otherself.

“I’m allowing myself to feel the full impact of my failure.” The other Tempora said without turning.

“Okay, who’s she? How can there be two Tempora?” Attea questioned.

“She’s a parallel Tempora.” Helix realizes. "Another version of her, and it sounds like she's a future version of where she failed."

"Young Helix has every innate sense of trans temporal physics which will serve him well in his future or should I say past.” The other Tempora mentioned when she turned to them.

“And I became wiser too.” Helix bragged with a smirk.

“We can breathe on the moon in the future but you can’t fix our equipment?” Lightning questioned, but both Temporas ignored her as Celestia walked up to the other Tempora.

“Tempora, how can we prevent this?” Celestia asked her old friend.

“Certainly not what I did, old friend.” The other Tempora said while looking at the lifeless Equis. “But whatever you do, you better do it quickly.” She said as she took out her pocket watch as it glowed. “Time is running out.”

The sooner came back to the present as something came to Looma. "Why return here?" She asked Tempora. "Why not go back in time and stop the experiment from ever happening?"

“To think like a strong warrior princess to think outside temporal conventions.” Tempora said with a smirk.

“You did not just…” Looma tried to say with a glare but was cut off.

“The experiment that releases the creature also unstuck me in time.” Tempora said to them. “And that must happen because, in all modesty…”

"You saved the world dozens of times." Helix said with realization.

"Hundreds actually, in fact on one occasion all of us teamed up with all your foes to stop the invasion of the-Nevermind." Tempora stopped herself from revealing too much before she took out her pocket watch. “It should be here any--” She stopped when they heard a familiar tone as they turned to the direction of it in concern while Tempora smirked. “You can set your watch by it.”

"Okay, so how do we deal with that thing without touching it?" Applejack asked before Twilight flew up in the air and started to fire magic beams at the creature. However, her magic seemed to have no effect on the creature before Tempora took out some gumballs and threw them at the creature. To the others' surprise, the gumballs managed to hit the creature without aging to dust as it seemed to stop for a moment.

“They hit it?” Misty said in surprise. “Doesn’t everything age into dust as soon as they touch it?” She asked Tempora.

"Gumballs last for a very long time." Tempora told them before she looked at Helix. "I suggest using Clockwork for this."

“Uh, what?” Helix asked in confusion.

“The clock looking alien you turned into when you were fighting Looma. He has the power to control time.” Tempora said with a small smile.

Helix’s eyes widened before he smiled as he set his Omnitrix and slammed it down as he transformed into Clockwork. “Sweet! I have the power of time now!” He said in excitement. "But uh…how do I use them?!"

"Just trust your instincts and the rest of you, get back!" Tempora called out as the creature started to move again. The others all moved out of the way as it headed towards Celestia, but Tempora quickly grabbed hold of the creature and stopped it in its path.

“Tempora! Let go! It’ll age you into dust!” Celestia called out in concern for her friend.

“I exist outside of time, Celestia!” Tempora reminded her as she struggled to push the creature back. “But I can still feel the eons pasting!”

Clockwork then rushed up to her. “Tempora! Take us back to the accident! Now!”

"But just told you--"

"Just do it, I have an idea!" Clockwork told her as Tempora then used her power to send them, including the creature, back to the past to the moment the accident happened. “Guys, the lap! Now!” He told them as they rushed to the lap before turning to Tempora. “You just keep that time creature busy!” He instructed as he rushed after the others as fast as he could.

“Keep it busy!? I’m a time traveling princess!” Tempora exclaimed in disbelief. “I don’t keep things busy!" She remarked before she was dragged along with the creature.

They soon reached the building where the experiment was happening as Twilight used a cloaking spell to hide them as they snuck in. "Are you sure this is going to work?" The general asked past Tempora as she, Past Celestia, and Fluffy were making last minute adjustments to the gate.

“At the cost, I think the suffering of ponies throughout history is ample justifications, General.” Past Tempora said.

“Why would it try to send a letter to Celestia?” Clockwork asked, thankful that the cloak spell is soundproof.

“What are you talking about?” Ruby asked with a brow.

“The Creature. It tried to use the letter booth to try and call Celestia.” Clockwork stated. “Then it went to the police station and the dorms. It didn’t act like a trans-dimensional creature, it did everything a normal creature would do.” He added.

“If they suddenly found themselves in an abandoned facility.” Misty finished in realization.

"One who was probably confused by an empty facility, it was trying to find help." Twilight said with realization just when the machine got turned on.

They then turned to Fluffy as she backed away to a control panel and accidentally elbowed it, which caused the controls to explode. “Look, Fluffy!” Celestia called in shock, now realizing why the experiment failed in the first place as Fluffy backed away from the explosion.

That's when the gate started to malfunction and the past Tempora got sucked into the portal while Past Celestia got hit by a temporal wave, which knocked her out as they then saw Fluffy being pulled in as she screamed before she grabbed hold of the stretched out machine to prevent herself from going into the portal, but was losing her grip.

Clockwork saw that she was in danger as he carefully moved closer towards Fluffy. "Beloved, you'll get sucked in along with her!" Looma called out.

"I'm trusting my instincts, like Tempora said!" Clockwork shouted as he was getting closer to Fluffy. But the closer he got to her, the cloaking spell that was on him soon wore off. Fluffy then yelled before she let go with a scream, but Clockwork then used his dial as it spun around, freezing time as it slowed down, which surprised him as he saw Fluffy slowing going towards the portal. “Cool.” He said as he then rushed up and grabbed Fluffy by the leg as time resumed, which Fluffy noticed him. “Trust me, this beats the alternative!” He said as he then tossed Fluffy to Celestia, who caught her.

“Here goes nothing!” Clockwork said as he then turned his dial on his own again before the green gears on his chest with the Omnitrix was at glowed brightly before he fired a beam at the portal, which collided with its own energy as green and blue mixed into the portal as the others watches in awed as Clockwork kept pouring more energy into it as the portal then started breaking apart and crumbled into the pieces as it sucked the quartz into the portal before it closes in a flash.

Meanwhile, Tempora still held on to the creature as it smashed her through a few buildings. It was about to smash her into another one before it only stopped and she saw she was holding onto Fluffy in her hooves.

“Fluffy! Of course!” Tempora said in realization with a wide smile, not realizing it was her old assistant to begin with. “As if it was a snake, it would’ve bit me on the flank!” She said as she placed a wing over her head as the others walked up to her as Helix timed out and gave a smug at her. “Don’t look so smug. I would’ve figured it out eventually.”

“You had over billions of years!” Helix retorted as the group vanished in a flash, leaving the confused Fluffy behind as she looked around.

They soon came back to the present, with the tracks and rumble gone now that Fluffy wasn’t a time creature anymore and prevented her from traveling to the future, as Tempora had a smile on her face. “Although I have to admit it, I’m impressed. All those centuries in the eventorizon, and it never occurred to me that the accident wasn’t my fault.” She said to the group before she looked at Helix. “You’re much smarter than you were when I met you later.”

“Thanks, I guess.” Helix said with a confused look.

“But, Tempora, whatever happened to Fluffy?” Celestia said, in concern for her old friend. “I know that she vanished in the accidented up to that point. But now that it never happened, what has become of her?"

"That's because I lived my life, your highness." A familiar voice replied as an older Fluffy walked up to them.

“Fluffy!” Tempora cheered as she and Celestia walked up to her.

“How are you my old friend? And how are you still alive after so many years?” Celestia asked in surprise and joy at seeing her old friend again.

“Well, it was thanks to a little spell that I learned that had my aging process slowed down, to spend more time in Equestria as my old friends would’ve wanted it.” Fluffy explained with a smile before turning to Tempora. “And you looked the same, and an Alicorn. And I haven’t seen you in over a thousand years.”

“Well, I haven’t seen you in a billion years.” Tempora said with a smile. “But you don’t look that bad. How was your life?”

"A good, a good life… but uh, I'm sorry for everything…" Fluffy said with a sad look. “I've ruined the experiment, all because I was scared. I’ve never got to time travel."

“Would you still want to?” Tempora asked her old friend.

Fluffy gave a smile. “Yes. I’m not afraid anymore.” She said.

“Glad to hear it.” Tempora said with a smile as the two then turned to Celestia. “If you would like to join us, Celesita? It would be great to have the original trio together again.”

Celestia looked between her old friends and to her sisters and the others before she smiled. “As tempting as it may seem, but I think I prefer to spend more time with my friends then see any other timelines. I would prefer this one.” She said, which caused her sister and her friends to smile as she turned to her old friends as she gave her old friends a hug, which they returned. “But it was wonderful seeing you two again. I hope we can meet each other again in the future.” She added as she broke the hug.

"Or sooner than later." Tempora said with a slight chuckle before she took out her pocket watch. "Now then, how about I give you a behind the scenes look at eternity and our new time home, Fluffy?” She asked as her watch glowed and a portal opened up.

Tempora placed a wing over Fluffy, making her smile as they turned to Celestia and the others, which Celestia smiled warmly at her old friends as they nodded as Tempora and Fluffy entered the portal as they vanished before it closed.

“See ya, later or soon, my old friends.” Celestia said with a small smile as she wiped a tear of joy from her eyes as Luna walked up to her sister and placed a wing over her in comfort as the others huddled around her.

“At least Tempora and Fluffy are together, sister.” Luna said with a smile.

"Oh and thanks for straining us in the middle of nowhere!" Lighting shouted sarcastically.

“For once, I agree with Lightning here!” Rainbow called out. “Thanks so much, Tempora!”

“Come on. We've got a long walk to the train station.” Twilight said as they began to walk, but when they turned to the corner, they saw the mobile base and the Washout’s equipments as they all looked good as new.

"Oh ho ho, that sneak!" Rolling said with excitement when they saw them.

“The mobile base!” Delta called as he, Dust, and Xylene rushed up to it.

“They look like new!” Silverstreem said with a smile as they inspected it.

"They just don't look new, they are new!" Lightning told them. "These equipment was factored over like 50 years ago! Tempora, I take back everything I was going to say about you!!” She called out, knowing the Tempora is always watching.

“Sweet! That means we’re back in business!” Short Fused called out with determination.

“Alright, Washouts, let’s go to the nearest town and start performing our stunts!” Lightning declared as they began to grab their gear.

"And what about the mobile base?" Flash asked his aunt and uncle.

"This is also new, it was made by the plumbers about 60 years ago!" Delta said excitedly.

"Tempora definitely has some taste!" Dust complimented as the others climbed aboard before Helix noticed a note that was left by Tempora.

"'To the Washouts and to both Delta and Dust, keep in mind if either this mobile base or the equipment comes in contact with anything else from 50 or 60 years ago, it'll explode like antimatter. Enjoy, Princess Tempora.'" He read the note out loud before he went into the mobile base.

But the Washouts, Dust, and Delta looked concerned by this before Lightning gave a chuckle. “She’s kidding right? Some kind of time travel joke, right?” She asked. "Isn't it? Guy?!” She asked her team while Dust and Delta got inside and drove off.

“Let’s make sure the mobile base stays clear of anything from 60 years ago.” Delta said while driving the mobile base.

“Agreed.” Dust said as the Washout then flew off away from the facility, making a mental note to keep their gear away from anything 50 years ago.

Author's Note

Princess Tempora is an oc made by Light262 from his fan-made comic series Timey-Whiny: https://www.deviantart.com/light262/gallery/51693913/mlp-timey-wimey

Chapter 10: Hero or Villain

The group was near an open lake as Helix was sitting at the end of a dock with a fishing rod. He soon felt it being tugged before he struggled to pull it out of the water. “Whoa! This is a fighter!” He said as he pulled harder before he managed to pull the fish up. “This one is huge! I caught a real monster!” He cheered.

“Yeah, almost 12 inches long." Twilight mentioned after measuring the fish.

“You’re getting good at fishing, cous.” Flash said with a smile. “Your parents and Grandpa must’ve given you some pointers.”

"Well, when you lived with him most of your life, you pick up a thing or two." Helix mentioned before Looma, wearing her pony disguise, leaped out of the water carrying multiple fishes that seemed bigger than the one he caught.

“Hello, beloved.” Looma said casually with a smile as Twilight, Flash, and Helix’s jaws dropped at the amount of fish before Looma saw the fish Helix caught. “That’s an impressive memo.”

“Okay, you just jumped into the lake and caught many fishes while I used a classic rod?” Helix questioned in surprise as he unhooked his fish and tossed it back into the water.

"Yes, I was taught how to fish like this back on my home planet." Looma explained with a proud tone. "It's something a Tetraman princess must learn, although I was advised to do this with my disguise because of the way I do it." She added with a slight blush, which confused the three.

“Uh, what do you mean the way you do it, Looma?” Flash questioned with a brow.

“What kind of thing do you do when doing that kind of trick?” Twilight asked in wonder.

"Well actually…"

"Um Looma, why are your clothes scattered on this rock?” Rarity called out as she walked up with Looma's clothes levitating in her magic.

"Oh, nevermind…I see why." Twilight mentioned as she was told about this kind of experience when she was in the human world.

"Yes. That’s why I am wearing my disguises.” Looma said as she rubbed her hooves sheepishly with a slight blush.

"Hey Helix, you feeling okay?" Flash asked when he noticed Helix looking a little blue.

“Well, it’s just that, all this hero stuff is great, but no one even awarded me for my heroism when most of Equestria and some aliens found out about my identity.” Helix said sadly. “I mean, Twilight and the girls are the Council of Harmony, saved Equestria everytime, the guys from their school saved magic, and well, Celestia and Luna are practically legends and celebrities, but no one even noticed about me. Like I’m a blankslate to this since I found the Omnitrix.”

"Well just think about how the future is going to be.” Helen mentioned after overhearing what he was saying. "I mean, we did see a giant statue of you when we first arrived."

“Yeah, but that’s many years from now.” Helix reminded. “And we still don’t know what happened between those timelines of the battles and missions we have, we don’t even know when they became noticed in all of Equestria. I mean, Twilight and her friends became famous after Nightmare Moon in just one night.”

"Don't worry, you'll get noticed soon and the reason why we were able to be famous is because we've earned it after perseverance and working hard.” Twilight told him while patting his head. "But you always use your powers to do good, not for glory. Am I right?"

“Well, maybe a bit of glory for all the times we--” Rainbow was cut off when Attea used her tongue and licked her ear inside as she yelped. “Ew! Hey!” She called as she rubbed her ear and glared at Attea, who shook her head with a look.

“Not helpful, Rainbow.” Applejack said with a brow before looking at Helix. “I'm sure one day you're going to get appreciated for all the good ya done."

“I guess so.” Helix said with a small shrug before they heard an explosion and screaming. “Speaking of which…” He added as the group got up, but Looma remained behind.

“Uh, I’ll be right back.” Looma said with a slight blush as she rushed behind a rock with her clothes.

The group soon found the source as they saw a bunch of ponies in a boat as it was suddenly caught on fire in the middle of the lake. "Hero time, for a little H2 Overflow!" Helix declared as he activated his Omnitrix, only for him to transform into Bloxx instead. "Oh come on! How do you put out fire with a walking pile of building blocks?" He questioned before he remembered the boat was on fire surrounded by water. "Oh right, water."

Bloxx then formed a water blaster with his arms before he stretched over to the boat and started pumping some of the water into his water blaster. He soon started to put out the fire as the ponies on board the boat were relieved to be saved before they cheered for him. "Thank you giant multi-colored gorilla man!" A mare called out.

“No problem. Not a gorilla man.” Bloxx said with a dull look. “Eh, no matter. I even impressed myself today. A very heroic effort, monumental some might say."

“Tail Hero Tale, to the rescue!” A voice yelled out as Bloxx turned and saw a big fat yellow earth pony stallion with an adventurer set up, black mane and a 5:00 shadow on his face as he gilded to the boat and landed on the boat as he looked at the tiny flame before he stomped it out.

“Rescue?” Bloxx asked with a confused look. “Uh, a little late for that one, pal.” He stated.

“Save your insibib slang for the judge, evil-dooer!” Tail called with a heroic tone.

“Evil? I’m a good guy.” Bloxx stated.

"Then why was this tour boat a flame, you fiend?!"

"I don't know, and I put fires out, I don't start them." Bloxx told him before he thought for a moment. “I mean, unless I'm Heatblast, Swampfire, or NRG." He admitted with a shrug.

“I have no time for answers!” Tail called. “Taste panamanian poison frog blow dart!” He called out as he put some darts into his blow dart and started shooting at Bloxx, who avoided a couple.

“Hey! Seriously, I’m not the bad guy!” Bloxx called before he used his blocked arm to swatted another dart away, which hit Tail’s muzzle as he casually took it out, but his muzzle then bloated.

“Ah!” Tail cried as he panted and search his bag. “Anti-venom!” He cried before he got the anti venom and cracked open the veil as he drank it quickly as he sighs in relief as his muzzle is returned to normal as the swelling went down and opened up his glider. “I’ve got my eye on you, master of evil! Both of them! Chow!” He called as he took off.

“What’s up with him?” Bloxx questioned in wonder. “You don’t just dart someone and fly away like it’s not a thing. I better go after him and get some answers.” He said before he then stretched out his arms and hopped over some boats before he got up to Tail and tackled him down right before the Omnitrix timed out. “Okay, pal, what’s going on? Who are you and why attack me all of sudden?” Helix questioned.

"All right, you really have stoked my curiosity." Tail said as he stood up. "The name is Tail Hero Tale, now it's my turn to ask the questions. You're a colt who turns into what exactly?"

"Helix Watch is the name, and going alien is my game." Helix replied with a smug tone.

“Intriguing.” Tail said while rubbing his chin. “Could you be an alien less in my way? I’ve got meaningful heroin to attend to!”

“Seriously?!” Helix questioned with a growl as he glared at Tail.

"Boys, boys, you're both heroes!" Sweetie Belle spoke up when she stepped in between them. “All right?”

“This imposter! A hero?!” Tail asked in amusement as he gave a laugh. “Nice try.”

Helix growled with a glare, feeling his pride struck from that. “Well, your face is a nice try!” He countered with a glare while pointing a hoof at him.

"Oh come on, if you're both heroes, then shake on it.” Helen told the two as she was trying to get them to shake hooves. “Shake on it.” She said firmly as she pulled their hooves together as they shook before they separated.

“To be fair, in all of my travels, I’ve never met somepony with your powers before.” Tail said while rubbing his chin. “I’m almost impressed.”

“And I have to admit, your pouches of serums and other things are a bit cool.” Helix said to him. “I guess?”

"You really mean that?!" Tail asked with wide eyes and a smile.

“Well, yeah. Maybe you could be a partner or have someone’s sidekick.” Helix said with a shrug.

“The only side I’ll be kicking is yours.” Tail said with a twitching eye.

"You have got to be kidding." Zs'Spoocy said before she and the others were pulled over by Discord who made a few lounge chairs appear.

"Let's just sit back and enjoy the show, it is a hero thing after all." He said before he made popcorn appear with a pair of 3D glasses.

“You really enjoying this, don’t ya, Discord?” Starlight asked with a brow as Discord just shrug.

“You really think you can join the barking with the big dogs?” Helix questioned with a look. “I’ve faced much more than you would think. So why not show me what you got, Tail Zero Tail.” He taunted as he pounded his hooves together.

"This is going to be good." Trixie said with interest.

Tail then took out a stick with faces. “Behold my Hypnototem! You’re paralyzed!” He called, but Helix simply pressed the Omnitrix down and turned into Swampfire, who grabbed the totem and used his flames to burn it to ash, which Tail let go as it fell to the ground while giving Swampfire a look.

"You can't possibly compete with my ninja smoke vial!" Tail challenged before he threw a vial on the ground that let out a smoke screen that covered him.

Helix then transformed into Big Chill, as he then turned invisible. “I may not see you, but I can feel the chills. It feels like failure!” Tail exclaimed.

Tail then pulled some rope from his belt buckle and wrapped it around himself and a rock as he was about to lift it. “Lever amplification of strength through leverage…” He groaned as he barely lifted the boulder off the ground, but Four Arms rushed in and lifted both him and the boulder up, but lost his balance and the two fell down just as the Omnitrix timed out.

Later both of them were panting heavily from exhaustion after a few rounds of trying to best each other. “Look, you may have got skills, but I have a whole year and a half a summer worth of experience!" Helix told Tail. “I mean, I literally have been to space!"

"Yeah, well I've clawed through jungles all my life collecting artifacts and vials to become a hero!" Tail told him.

“Play hero all you want, but it only a matter of time to see who out heroes who to others.” Helix said while looking at his timed out Omnitrix.

“Well, what a coincidence. That time is now.” Tail said as he looked at his watch just as an explosion at the dam went off, which shocked Helix. “How weird is that?”

"It's hero time!" Helix declared after seeing the explosion.

“Yeah! It’s hero time!” Tail called as he brought out his glider. “Ciao!”

“Hey, you’re stealing my line! So not cool!” Helix called with a glare as he was about to follow, but Tail dropped a vial that trapped Helix’s hooves to the ground like glue. “Is this glue?!”

"Good luck, getting out of my Tasmanian tar pit slime!" Tail called out before he flew away.

“That’s not fair!” Pinkie exclaimed. “That’s not even heroic!”

"And just a little bit strange too." Twilight added with suspicion.

“Hang on, Helix!” Lolaxx called as they rushed up to Helix.

“No time to get me free! Helen, Misty, Zs’Spoocy, Ocellus, Smolder, go to the dam and stop the trouble!” Helix called while he struggled to break free, unable to use his Omnitrix since his hooves are stuck.

“Okay, but you better hurry.” Misty said as she activated her Omnitrix and transformed into her version of Jetray before taking off. Ocellus armored up as she carried Smolder on her back before flying away as Helen and Zs'spoocy followed behind. Manny, Lolaxx, and Looma stayed behind to help Helix get out of the sticky situation he's in.

“Great, we’re stuck too!” Manny complained as they struggled to break free.

“This stuff is stronger than my standards!” Looma called as she struggled to break free.

Helix grunted as he looked at the Omnitrix. “If I could just reach the Omnitrix…” He muttered. “Uh, you think you guys can reach my watch for me to go alien?”

"I'm on it!" Cozy called out just before she pressed the button to make the core pop up and slammed it down to transform Helix into Jet Stream.

"Just the alien I needed!" Jet Stream said as he then used his water powers to dissolve the tar pit, freeing him and the others as the tar washed off them. “Thanks, Cozy. Now let’s catch up with the others.” He said as he then shot water down and took off into the air.

Just then, Glitch showed up before stopping in front of Manny, Lolaxx, and Looma. "Need a lift?" He casually asked.

“Man, Glitch, you are a sight for sore eyes.” Manny said as he, Lolaxx and Looma jumped on him.

“Take us to the dam now, Glitch.” Looma instructed as Glitch revved up and took off.

“You gotta admit, they’re good at teamwork.” Fluttershy commented while Twilight gave a suspicious look at where Tail flew off to before she picked up the broken vial that's on the ground.

The heroes all drove, ran, or flew towards the dam, but when they got there, they saw Tail putting up a net over the broken generator, which managed to keep the electricity under control. "You're…You're actually doing a job saving the day." Jet Stream said with a surprised tone.

“The webbing of the somatring king spider insulates electricity! Shocking, isn’t it?” Tail quipped as he gave a historical crazed laughter while the others just gave him a dull look before he finally finished.

"It wasn't that funny, dude." Manny said while crossing his arms.

"Where do you even get all this stuff?" Misty asked before Tail jumped down.

“Wherever the winds of adventure take me! Wherever the screams of those in danger roar like lions!” Tails announced.

“Okay, dude. I’ll admit, maybe you might be a real hero.” Jet Stream said with annoyance before they heard a hatch open up and they looked down and saw a construction pony coming out.

"You just saved the dam!" The construction stallion said with amazement. “Who are you, brave soul?”

“Well, sir, uh…” Smolder tried to say, but Tail cut her off.

“I have many names. Guardian. Protector. But you, citizen, can call me Tail Hero Tale!” Tail declared with a proud look.

“I’m gonna recommend we build a statue in your honor.” The construction pony said, which made Jet Stream shocked by this.

“Are you kidding me?!” Jet Stream yelled, which made his friends flinch from that, knowing that struck a nerve for him.

"Yeah, skedaddle, kiddo." Tail shoo them off. "It's hero time!" He called as Jet Stream gave a sad looked as the crowd cheered him on as Jet Stream walked off a bit before he timed out at the same time Misty did.

“But, I’m the hero.” Helix said sadly, feeling hurt as his hero pride just got shattered.

“Helix…” Misty said in sympathy, never seeing her cousin like this as the others looked at him in sympathy.

"Something is very fishy here!" Twilight called out when Discord opened a portal to them. "Don't you think it was a bit weird that he knew the dam was in trouble before it happened? If that's not enough, then there's this!" She said before pulling out one of his vials with her magic.

“Yeah, that is a bit weird. Like he set his watch through it.” Lolaxx said in suspicious.

"Well Twilight had her suspicions and after y'all went after Tail, we went and did a little investigation." Applejack told them.

“We noticed the vial Tail’s tar bomb had left and decided to check out the scenes of the other accidents.” Delta said with a serious tone. "There was only one other accident, the boat fire."

“It took some digging, but it was just as we expected.” Celestia said with a serious tone before pulling out a vial that looked similar to what Twilight was holding. "Tail uses the exact same vial, so that means he was behind the boat fire."

"And I bet you my wings that there's another one on top of that generator." Rainbow said before Discord snapped his fingers to make a portal appear on top of the generator before he reached in and grabbed a broken vial that was on top of it.

“And apparently, he did the exact same thing to the damn when it exploded.” Discord finished.

Helix then gasped. “Tail’s not a hero, he’s a hero knockoff if he's creating his own disasters!” He exclaimed with a glare at Tail.

“And he’s doing it without any risks, except for everyone else.” Manny growled while cracking his knuckles.

“If I was a betting mare, I would bet my hat he’s not done yet." Applejack said with a firm tone.

"Well guess what, he's so done now." Helix said firmly before activating his Omnitrix and transforming into Krimzon.

Tail turned in surprise as Krimzon and his friends walked forward as they glared at him. “Uh who are they?” The construction pony questioned.

Tail gave a smirk. “Say hello to the super villains behind today’s sabotage!” He accused while pointing at the others as the crowd gasped.

“Super Villains?!” Smolder questioned in hate.

“Super villains?! That’s the worst kind!” The construction pony called in fright before he went back into the hatch.

"Excuse us, we're the villains here?!" Krimzon questions before pointing at Tail. “Maybe you should look in the mirror once in a while, or maybe you forgot these!" He said before he pulled out three of Tail's vials, which made him flinch while the crowd gasped in surprise.

“Hey, hey, hey, now kids.” Tail said a bit nervously as he walked up to them. “There’s a very understandable explanation for all this. I just wanted to be a hero is all. A few minor mishaps and epic lives saved and boom, yeah?” He asked as he tossed the vials Krimzon had away. “Nothing but hero club.”

Krizmo then harshly pushed Tail away. “There's only one club for guys like you, and it meets behind bars.” He told Tail as he had a look on his face before he pulled out another vial from his pouch.

“Oh, yeah? Will I hope you all like a taste of bermuda serpent saliva!” Tail called as he tossed his vial at the heroes, who ducked as it flew over them and hit the edge of the dam, which caused it to melt and caused a huge part of it to dissolved.

“You threw that on a dam?!” Twilight questioned in rage. “Terrible idea! Even for a villain like you!”

"Aha, that was an accident!" Tail said in his defense with a shrug. “I can fix that, no problem! The folks will see a little trickle of water, and I'll swoop right in to--" He then got really nervous when the crack grew bigger as more water started coming out. “Ha, that’s a big crack.” He said nervously.

"Okay, stay cool." Krimzon said as he looked at the situation. "What we need to do here is--"

"RUN!!!" Tail screamed as he ran off.

“Real heroes always keep calm under pressure!” Misty yelled out as Krimzon tried to seal up the crack, but it broke through as the dam rumbled and Tail fell over.

Tail just gave a chuckle. “Exactly why I’m flying away so--” He was cut off when his glider opened and rocks poke through them as Tail then screamed again as he fell into the water.

“Oh for the love of…!” Krimzon cursed before he looked at the others. "You guys get the others to safety, I'll get Tail."

“You got it, couz!” Misty said as she transformed into her version of Heatblast.

“Becareful, Helix.” Helen said in concern.

“Always.” Krimzon said as his friends went off to get the ponies and other creatures to safety as he jumped down and created crystal platforms to move around and provide cover for the workers below as he jumped into the water and saw Trail sinking down to the depths before he swam down and unhooked his glider, which made Tail to start swimming up while Krimzon was sinking down since he’s made of crystal.

Soon Tail resurfaced as he gasped for air while the others looked on in concern. “Where’s Helix?!” Dust asked in concern as Tail was about to escape, but a crystal pillar sprouted from below him as he was launched into the air and Krimzon appeared from the water from his pillar as he caught Tail and glared at him.

“No more playing the hero, Tail. It’s for real this time! Got it!?” Krizmo questioned with a glare as Tail nodded nervously before they went up, which made Tail screamed in fear as they went up to the crack. “It’s hero time, Tail!”

"What…What do I do?!" Tail question fearfully.

"Your tar bombs, now!" Krimzon shouted, which made Tail quickly pull out a couple of his tar bomb vials before throwing them at the crack., causing the water to flow in the crack instead of flowing out, which gave Krimzon an idea. “Keep going! I have an idea!” He called out as they continued up to go up the crack as Tail threw more tar bombs before they made it to the top.

Tail made a girly scream. “Don’t drop me! Don’t drop me!” He cried before they fell down as Krimzon caught him.

“I gotcha, you big baby.” Krimzon said as he then sealed the crack completely while Tail screamed before they made it to the bottom as Krimzon tossed Tail to the water as he stood proudly as Tail resurfaced and gasped for air.

Tail then glared at Krimzon. “Ha, a childish insult! Everyone knows I was the one who saved the day!” He called out.

“Yeah, after you wreck it in the first place.” Krimzon said with a glare. “Here’s the thing about being a hero: It’s about putting up for what’s first and making sure to protect those in need instead of causing it or just doing it for the glory. It’s about courage and doing the right thing, and having friends by your side to help you through it. That’s what being a true hero is all about. And you were never one to begin with.”

Just then, the police boat came in, having been told by Princess Twilight about the situation as they launched a net around Tail and hoisted him up as the Earth Pony glared at Krimzon. “When we meet again, Helix Watch, it’s villain time.” He growled before he was dropped into the boat.

"There you go, now you have your very own catch phrase!" Krimzon called out as they took Tail away.

A bit later back at the fishing spot, Helix was sitting by the docks in thought while his friends were close to him. "You feeling okay, beloved?" Looma asked while hugging him from behind.

"Yeah, I'm good." Helix simply replied before a stallion holding a big fish trophy walked up to them.

"Excuse me, which one of you is Looma Red Wind?" The stallion asked. “I wanted to give her this trophy for having the most fish she caught!” He called as Looma smiled widely at her trophy.

“Okay, do they have a trophy for everything?” Spike questioned with a brow.

“And that’s a big trophy Looma just got.” Rainbow added as Helix sighed. “Oh, uh, sorry, Helix.”

“Forget it.” Helix muttered while looking out to the lake. “I just saw the very ugly side of pride, and its name is Tail Hero Tale." He said while Looma looked at her trophy.

“Well, I guess you don’t want your reward.” Dust said with a smirk.

“A reward? What award?” Helix asked in confusion as he turned to his parents.

"Just a little something we all made to help get your spirits up." Delta replied before they looked at Pinkie, who brought out a perfectly wooden sculpture trophy of Helix with wings and holding a ball that was supposed to be their home planet.

“A betty?” Helix asked in surprise as Pinkie gave him the betty. “Y-You guys made this for me?”

"Well, I like to call it a Helixy and just think of this as like the first of many that might come in the future for all the good you've done." Pinkie told him.

Helix looked at his betty for a bit before he smiled and hugged his parents as his friends gathered around in a group hug. “Thanks, guys. That means a lot.” He said with a joyful smile.

“What are friends and family are for, cous?” Flash asked with a smile as the group kept the group hug around Helix together, while Helix isn’t popular to all of Equestria because of his heroic deeds, he at least had his friends and family to help him through and stopped a hero knock-off from hurting others.

Author's Note

Hey everyone, I was thinking about replacing Blueage and Dreba with a female brainstorm and a male Galvan that is part of the plumbers. However I don't know what names to give them, so I'm wondering if any of you have any ideas for them. Please leave your name ideas in the comments below.

Chapter 11: Cursed Spirit

The Omni-Coptor was seen flying through the sky as it was moving across the ocean. "I can't believe we're going to a whole new land that isn't Equestria." Button mentioned as he looked out the window.

"I can't believe that Celestia and Luna have relatives outside of Equestria." Helix mentioned. "And I'm not surprised that they're also royalty."

"Although they're not alicorns, it would be so cool to see another castle." Misty said excitedly.

“What about you, Helix?” Looma asked before Helix gave a frown.

“Last time I went to a castle, a group of Forever Knights tried to dissect me and strapped me down to a dream machine to remove the Omnitrix.” Helix said with a dull look. "So if I'm not all that excited to see another castle, you know why now."

"Yeah, but I am surprised that we haven't run into any Forever Knights yet." Helen mentioned before Zs'spoocy quickly covered her mouth.

"Please don't jinx it." She begged with a look.

“I am so excited to see our old cousin again, sister.” Celestia said with a smile.

“Who is your cousin exactly?” Rainbow asked with curiosity.

"Lady Glide Wing of Castle Diamond Blade." Luna simply answered. "She's very open to newcomers that come to the castle.”

“Oooh, she sounds like a nice mare.” Rarity said with a smile.

"And how exactly is she still around?" Manny asked them with curiosity.

"The thing is, the stones that made up the castle are sort of cursed and turned her immortal." Celestia explained. "Surprised us too when we received a letter from her."

“Cursed?” Helix asked a bit frighteningly.

“Oh, come on, Helix. I’m sure there’s a reasonable explanation to this story.” Twilight said.

“Yeah, like everything in Equestria has a curse.” Helix countered. “And they used to say Nightmare Moon and the Pony of Shadows were only stories.”

"He's got a point." Tempest with a shrug. "There's a lot of artifacts that have curses on them."

"Oh please, those are just superstitions and the difference between both Nightmare Moon and the Pony of Shadows is that they're real." Twilight told them with a look. “There's no solid evidence of curses and jinxes being real."

“Careful, Twilight. Because you used to say the same thing about my Pinkie Senses.” Pinkie advised.

"Don't even start with me on that." Twilight said firmly. "Besides, your Pinkie Senses are completely different from what we were talking about."

“You want proof?! I’ll find it like every other time we get into something!” Helix retorted as he pushed Twilight out of the way and rushed to the cockpit. “How long until we get there?!"

"Just a couple of more miles." Delta answered with a small smile. "And you know, the Plumbers had faced a few cursed things ourselves."

“Oh, please. I’m sure there’s always logical explanations.” Twilight waved off, but then noticed her friends giving her unamused looks. “What?”

“Twilight, you may find ways for logic and research by reading a book, but you have to consider there are some things that have no rational explanation.” Starlight reminded her. “Heck, our lives have no logical explanation.”

"Well I have been through enough studies to know that everything has an explanation." Twilight simply replied with a brow.

“Saids the alien team and vehicle we have with their own unique abilities.” Xylene reminded.

"I asked Azmuth about the vehicle and he said it's all technology.” Twilight told them. “And it was kind of obvious that we're not the only species in the universe, so it is only a matter of time until we see some other aliens."

“Twi, you’re impossible sometimes.” Flash said dully as his friends turned away from her and walked back to their seats.

“What? Just telling the truth and the facts.” Twilight said with a shrug, but got no response. “Uh, hello? Anyone?” She asked.

Soon the copter landed in front of a big castle with a few big gems invented into the walls. “My word, what an impressive and beautiful castle!” Rarity said in awed.

"Yes, and do you see those gems that are in the walls?" Celestia pointed out. "That is what is keeping our cousin young for so many moons."

“So, we can’t eat them?” Smolder asked as she and Spike were drooling on the sight of the gems.

“No.” Luna answered, which made the two dragons pout in defeat.

“Dang it.” Spike muttered.

"I'm still wondering how a few of my furniture got bite marks, along with the walls in my castle." Twilight mentioned with a brow.

“Wasn’t me!” Spike quickly said with his paws raised.

"I know, but I was referring to the time where Ember and Smolder were invited to the castle." Twilight mentioned before Helix ran past her.

“And there he goes to prove his point earlier.” Helen said with an unamused as Helix rushed in and opened the castle door as the others followed as Helix stopped in surprise as he looked around.

“Uh, okay. I didn’t think this through.” Helix said with a shrug as he looked around at the shining room they were in.

“Wow, it’s more impressive on the inside.” Manny commented.

"Although it looks a little dusty." Applejack mentioned after chasing her hoof along an empty suit of armor and picked up a little dust.

“Our cousin has trouble dusting this castle with only her alone.” Celestia said while looking around. “It is tough for one pony after all.”

"I'll get you out!" They heard an eerie voice shouting, nearly frightening them before they saw a light coming from upstairs. Soon a unicorn mare with a light blue coat, purple and red mane, came through an archway while levitating a rug with a stain on it. "Oh that's the last time I throw a wild tea party. Strawberry jam is very tough to get out." She commented before she looked down at her guests. “Now, what do we have here? Oh! Cousins Luna and Celestia!” She cheered as she placed her rug down and rushed up to the two Alicorns and hugged them tightly, which caused the two sisters to laugh.

"It's good to see you again, Glide." Celestia said with a smile before gesturing to the others. “These are our friends. Twilight, Rainbow Dash, Applejack, Fluttershy, Rarity, Pinkie Pie, Flash, Manny, Xylene, Dust, Delta, Helen, Attea, Zs’Spoocy, Lolaxx, Ruby, Helix Watch, Misty, Looma, Sweetie Belle, Applebloom, Scootaloo, Tender Taps, Button Mash, Rumble, and Tempest.”

“It’s an honor to meet you.” Twilight said as she and most of the group gave a bow.

"So, is it true that you're cursed to be immortal because of this castle?” Rainbow asked before Twilight elbowed her in the side.

“Rainbow…” Twilight muttered.

“Why yes.” Glider said with a smile. “You see, this castle gave me immortality when it was first created, and it made me live longer than my little cousins. Sometimes it can throw surprises at ya.”

"Ha!" Helix shouted before they heard some cracks forming before the chandelier above them started to fall. Helix quickly transformed into Humungousaur and caught the chandelier before it could crushed them. “I got it!”

“Nice catch, cous!” Misty called as they all turned to Glider.

“Uh, Glider, Humungousaur.” Luna said with a sheepish look.

But Glider was unfazed by it. “Oh, these kids and their fancy watches. PLease, put the light fixer away.” She said with a bow.

"She took that very well." Manny said with a surprise tone.

“Well, not a lot of surprises for Cousin Glider anymore.” Celestia said with a shrug as Humungousaur put the chandelier down before he transformed back.

"Okay, you guys saw that too?!" Helix exclaimed. "The chandelier almost crushed us for some reason! No way that's a coincidence, it had to be a curse!"

"It's an old castle, it was only a matter of time until that chandelier fell." Twilight mentioned.

“You are both right.” Glider said while holding a broom. “There are always things happening with no reasonable explanation, especially in a place where a castle cursed you to live longer.”

“Told ya.” Helix said while giving Twilight a look.

“But, some things can be explained that this castle has seen better days over the centuries.” Glider added.

“Well, is there anything we can do?” Rarity asked as the young group and some of the adults walked off.

"Oh I wouldn't want to bother you with that kind of thing." Glider told Rarity with a smile.

“No, no. I insist. I would help you put this place in shape in no time.” Rarity said with a proud look.

"Well, if you insist." Glider said before she unraveled a very, very, very long list. “Let’s see, what shall we tackle first?” She asked, while Rarity was surprised by the long list.

“Wow, and I thought Twilight make longer lists.” Rarity muttered in shock.

Meanwhile, Helix and the others were walking it through the halls of the castle. "Do you think we should have stayed behind and helped Rarity?" Sweetie Belle asked the others.

“Nah, I’m sure she’ll handle this.” Rainbow said with a shrug. “She did a bigger room than this castle threw at her before.”

“And I don’t want to handle that cleanup.” Manny said with his arms crossed. “Too big to clean, might lose my mind.”

"Although, it would be nice to see more of the castle if the lights were on." Attea mentioned before Helix transformed into Heatblast. He then threw a fireball at the torches to light up the hallway.

“Now that’s better.” Heatblast said with a smile as they were about to continue on, but suddenly, the flames went out, even Heatblast’s flame head, much to their surprise. “My flame!” He called before he focused and lit his flames back up. “Okay, no way that wasn’t a curse.”

“These old hallways are probably wind tunnels.” Twilight said with a shrug.

“A wind strong enough to put out strong flames like Heatblast so quickly?” Heatblast questioned Twilight with a look.

"Even I didn't feel any wind in here.” Rainbow mentioned as they continued on as a shadow figure at the end of the hallway watched them before it rushed off.

With Rarity, she was mopping the floor while Glider was sipping some tea while Celestia and Luna were helping Rarity. “My, she was right. This place is filthy.” Rarity said with a cringing.

"Yes, perhaps Glider should look into hiring some workers." Luna mentioned.

“Um, darlings, you miss a spot.” Glider said with a smile as the three chuckled.

Heatblast and the group were in another room. “Wow. For a grand castle, it sure has more dust than others. More than the Castle of the Two Sisters.” Fluttershy said.

“Way more than others we’ve seen.” Dust added while looking around.

“Well, here’s something classic.” Gallus said while looking at a couple of tarps. “A bear playing a harp. Funny.”

“This might be the family crest.” Misty guessed with a smile. “At least some things in this castle haven't fallen apart yet.”

“Well, the details worked fine.” Twilight said before Heatblast saw the tarp move a bit.

“Whoa! Look out! Moving tarp!” Heatblast called as he fired some fireballs at the tarp, which lit in flames.

“Are you trying to burn the place down?!” Twilight questioned Heatblast with a look.

"Hey, you saw that tapestry coming down on its own, and it was a reflex!" Heatblast told her in his defense before he absorbed the flames.

"Even you must admit, it was very strange when it moved on its own." Looma mentioned.

“It probably just wasn’t adjusted or the wind blew on it.” Twilight said as she walked off as Heatblast growled as he timed out.

“I swear, I am this close to exploding right into her face.” Helix said with a look to where Twilight went.

"Yeah, she really can't accept that curses might be real." Helen agreed before she saw a figure outside through the window. "Hey, did you guys see that?"

“I didn’t see anything?” Cozy asked with a shrug.

“Me neither.” Scootaloo added.

“That’s strange.” Helen said as she looked around. “I must be seeing things.”

“Let’s go catch up with Twilight. We can check more rooms.” Lolaxx said while pointing to the door.

"Okay, but I swear, if she starts babbling about explanations, I'm going to lose it." Helix complained.

“I hope she doesn’t.” Flash muttered.

“Brace yourselves. Because she will.” Spike said dully as they walked down the hallway.

“Um… it’s a bit scary now than before.” Fluttershy said a bit nervously.

"Twilight! Where are you?!" Tempest called out but got no response. "That's really odd, we saw her walk down this way."

“Y-You think the curse got her?” Silverstream asked nervously.

"If she was, how would we even get her back?" Smolder questioned nervously.

“You can’t.” An eerie voice spoke up as they all flinched and turned when they saw a ghost with smoke coming out from the bottom laughing at them as they all screamed as they ran up to the tower, but was blocked when they saw only three windows.

“Dead end!” Attea exclaimed as the ghost went up to them before Looma jumped in and punched the ghost hard, sending it back to the wall.

“Ow!” A familiar voice called as they all turned to the ghost, which was a sheet as it removed the sheets to reveal Twilight. “Should’ve thought that one through.” She muttered while rubbing her cheeks.

"Twilight, what the hay?!" Rainbow questioned.

“You scared us!” Applejack yelled with a glare.

“Wait, how did you make that smoke?” Delta asked as Twilight levitated two vials of smoke screams.

“Science.” Twilight said with a proud look before rubbing her cheeks. “But apparently, I didn’t account on alien punches.”

“Oh, for the love of Twilight!” Helix yelled, which made her flinch. “Was this just to prove your point that everything has an explanation?!”

"Mostly, but was also trying to calm you guys down." Twilight told them as she let out a little chuckle.

“By scaring us to death?!” Misty questioned as Twilight leaned back a bit. “Not the best way to calm us down in a spooky cursed old castle, Twilight!”

"Look, it's one thing to believe in curses, it's another thing to think that this place is haunted.” Twilight mentioned as none of them noticed some tentacles coming out of the wall that seemed very familiar. "I mean, why would ghosts also be here? And I'm talking about the ones that aren't aliens, Zs'spoocy."

“Okay, I had it.” Helix said with a look. “Twilight, I just can’t stand you right now.”

“What are you talking about?” Twilight asked in confusion before her pupils shrink when she saw the tentacles reaching for Helix.

“Well, speaking the one who seen crazy then you with aliens, and also we traveled to the future and space, let me break it to ya, not everything can have explanations!” Helix ranted with a glare as the tentacles moved closer to him. “And I am getting sick and tired of your logic when we’ve seen plenty of crazy, that it’s getting on my nerves that you can’t seem to admit that you’re not always right!”

"Uh…H-Helix…" Twilight whimpered out.

“No, I’m not finish!” Helix interrupted as the tentacles got closer. “Because clearly, you need to at least listen to others and stop being such a smarty pony when others say something, that you think there’s some explanations, and half of the time, they’re not! So quit being a stubborn princess and start listening to what others say before you make an assumption!”

"Helix…" Twilight said, sounding a bit scared as one of the tentacles was about to wrap around his back hoof.

“And another thing, you scared us to prove a point! Which is so uncalled for! And Looma have the right to punch you after that scared!” Helix continued ranted. “Because you can’t just force others to do what you say! Or else it will either cost them your friendship with them or make them hate you! Because in case you forgot, Equestria is full of surprises and curses! So quit thinking they have explanations!”

"Helix!" Twilight shouted as another tentacle was about to wrap around his other back hoof.

“WHAT?!” Helix shouted, a bit irritated as the tentacles wrapped around his other hoof completely. "Oh…" He muttered as he finally felt the tentacles before he screamed as he was pulled back into the wall.

“HELIX!” The others all screamed in panicked when they saw Helix got pulled away.

"Outside, it must have pulled him into the hedge maze garden!" Twilight called out before they started to race to the garden.

"You got an explanation for what just happened?!" Pinkie asked as they ran.

“Now’s not the time for that!” Twilight shouted as they ran up to the door where the Rarity, the two sisters, and Glider were at.

“Oh, darlings.” Rarity spoke up with a smile. “Do you mind to help--”

“No time, Rarity! Gotta save Helix!” Flash called out as they ran out the door.

“Wait, Helix is in trouble!?” Celestia asked in shock, as did her sister and Rarity.

"Keep working, we'll save him!" Manny called out as they ran outside.

Meanwhile, Helix was pulled into the hedge maze as he struggled to get free from the tangles before they let him go. "Okay… after this, Twilight is not allowed to make any more explanations!" He said as he got up and looked around. “Now, how do I get out of here?” He questioned as he looked round the maze.

“Never get out. Only dead ends.” A familiar voice to Helix spoke up as it echoed around the maze.

“Twilight, is that you again?” Helix questioned, thinking it was Twilight's prank.

“Dead ends.” The voice repeated.

"Knock off already!" He shouted before a tentacle grabbed him by the back hoof and started to drag him along the ground. “Whoa! Whoa!” He called before he grabbed a branch and broke it as he used it to swat the tentacles away as he rolled across the ground. “Okay, not Twilight!” He called as he got up before a shadow loomed over him. He looked up and yelled when he saw some sort of dark purple ghost with red chains on his body and a red glowing eye. He also had long claws before Helix noticed a familiar symbol on his chest, the Antitrix. "Wait a minute, Chrono?! What are you doing here as Ghostfreak?!"

"That's Phantomstalk to you, loser." He told Helix with an eerie tone.

“Ugh! I hate it when you rip off my aliens.” Helix said with a glare.

“Finder keepers.” Phantomstalk said with his arms crossed.

“Ghostfreak is supposed to be a hero! Not a haunting jerk!” Helix retorted.

"I'll show that Phatomstalk is way cooler!" Phantomstalk declared before his claws glowed an eerie blue color before a bunch of boulders were levitated up.

“That’s different.” Helix muttered as he got buried by a bunch of boulders, but then a green flash was made as he transformed into Gax. "Okay, if you want to throw down, come on let's throw down!" He called as his arm glowed and grab Phantomstalk.

“What?! You can’t touch me!” Phantomstalk exclaimed in shock before Gax punched him over a grass wall, which he screamed before a red flash was seen.

“Ha!” Gax called as he pushed the grass wall a bit for an opening, but then he was hit by a sonic blast that made him yell and hit the wall as he looked at what he knew it was. “Echo Echo?!” He gasped as he saw a version of Echo Echo, only he was pitch black with red zigzag lines going down his arms and legs with a metal bar attached to his head.

"The name's Screecher!" He corrected it before he made ten extra copies of himself.

“Wait a second, how’d you get from one alien to another so fast without tapping your watch?!” Gax asked in shock, seeing that Chrono changed aliens faster than he could.

“Because I don't need to wait." Each Screecher answered before they did a sonic scream right at Gax. Gax howled in pain as he held his head.

"Now I know how that feels!" Gax yelled before he hit the Omnitrix symbol on his chest to switch to Shocksquach. "Let's turn it down a bit, okay?!" He quipped as he used his electricity to zap each Screecher.

“AAAAHHH!!” Sreecher and his clones screamed as each clone got destroyed as the original was flung back before he landed on his feet. “Well, then, let’s see if your brawns go against my brain!” He challenged as he moved to a corner as Shocksquach followed.

Another red flash revealed a tall alien with a cat head as Shocksquash turned and saw Chrono in a new alien he can’t tell, but he recognized the eyes even when they’re glowing red as he chuckled. “Grey Matter, eh? Good try, Chrono.” He said in amusement as he cracked his knuckles. “If you’re gonna copy me, at least pick a better alien then….G-Grey Matter?” He asked in fright as he saw Chrono’s version of Grey Matter, who is much taller and has long limbs and having red skin and his cheekbones are a bit thin as he stood up in a creepy way.

“Dark Matter.” Chrono corrected.

"How did you make him so tall?" Shocksquach asked before he shook his head. "Whatever, he's still pretty weak!" He charged right at Dark Matter, but when he threw a punch, Dark Matter easily dodged it before taking him in the face as he was a bit more flexible than Grey Matter.

Shocksquach then got kicked to the face with his head through a bush as Dark Matter ran up in front of him with a smug look. “How did you alter my alien’s psychology?!” He questioned.

"Aw, what's wrong? A little bummed out that your aliens are a bunch of losers the way they are?!" Dark Matter asked with a grin before Shocksquach switched to Brainstorm.

“We'll shall see who’s a loser, my amphibious dark counterpart!” Brainstorm called as he sent a brian blast to Dark Matter, who jumped up before he glowed his fist in red energy. “That’s new.” He muttered before he was covered in red energy, but he looked at himself and nothing happened. “Why, it appears your enhancements are…” He stopped when he saw red crystals forming around him, trapping him in place. “Dark matter?!”

"Helix!" He heard his friends calling out before they turned a corner.

“My fellow comrades! A little assistance would be nice!” Brainstorm yelled out, which they saw him trap in dark matter crystal with Dark Matter close by.

"What is that stuff and who is that?!" Rainbow questioned before they saw Dark Matter coming at them.

“That’s my old bully Chrono! Don’t let him tag you!” Brainstorm exclaimed to him. "There's a reason he calls that version of Graymatter 'Dark Matter'!"

"Aw, he just had to spoil the surprise!" Dark Matter teased before he shot Dark Matter at the ground, and almost trapped the entire group.

“Okay, now we see it.” Manny said in surprise.

“Man, I thought you guys would be more of a challenge.” Dark Matter said as he circled the group. “Face it, Watch. I’m a wiz at this alien biz. You and your lousy friends can’t even compete with me.” He bragged, not seeing his Anti-trix symbol buzzing red.

Brainstorm realizes that the Anti-trix was timing out like the Omnitrix, which made him smirk. “Oh really? Then perhaps you would like to elaborate on how you managed to mutate the alien DNA while also taking your time destroying us." He suggested as he was trying to get more time.

“Or maybe I could make this quick.” Dark Matter said with a smirk as he formed a dark matter ball, but before he could hit Brainstorm with it, he transformed back to normal with a yelp as he fell to the floor. "What the heck?!" Chrono questioned as he looked at his watch.

Brainstorm gave a smirk at this. “You should really pay more attention to your surroundings.” He started as Chrono looked at Brainstorm nervously. “Like when your watch is about to timeout due to so many quick transformations of over using its energy.” he then quickly switched to For Arms to break free from the dark matter as Chrono got up and ran away.

“Clever of draining him down, Helix.” Applebloom said as For Arms then broke the rest of them free from dark matter.

“Wasn’t planning on it. But glad it did.” Four Arms said with a smile. “Now, let’s go get him.”

Chrono ran as he was at the statue with the bear and the harp as a red flash appeared behind him as he looked at his Anti-trix. “Oh, come on, man! What gives?!” He questioned his watch.

"Okay Chrono, we have questions and you have the answers, so start talking!” Helix demanded as he and the others went up to him.

"You really think I'm going to be intimidated by all of you?" Chrono asked before he walked up to Helix, who had a nervous look on his face. “And in case you forgot, I'm bigger than you, stronger than you, smarter than you, and braver!" He declared before he pushed Helix to the ground. "I mean seriously, I can't believe you thought I was a ghost or a curse, and everyone knows curses aren't real!”

“I know, right?!” Twilight asked with a smile. “Finally somepony gets--”

“TWILIGHT!” Her friends yelled, which made Twilight flinch when she saw that they were giving heated glares at her, which made her flinch and looked a bit nervous.

“Um… nevermind.” Twilight said a bit timidly.

"Now, do you really think I'm going to spill the beans?" Chrono questioned before a shadow loomed over them. They then looked up to see the statue before it let out a roar at them, which made them all scream as they ran off in frights as Chrono broke off from the group.

Chrono climbed out of the hedges as he grunted while stumbling through them. "Dumb bushes!” He muttered with a look before a shadow loomed over him.

“I saw you in action. You show promise.” A voice said as Chrono looked up and saw a stallion with what looked to be brainstorms head with a gem on his forehead.

“What? Do you like work here?” Chrono questioned.

“No. But you and I shared a purpose.” The stallion said with a smirk. “Together, we can crush the wielder of the Omnitrix and achieve true peace.”

“No thanks. Don’t need help from a pony that looks like a crab with a brain.” Chrono said from the entrance of the green maze. “What a creep.” He said as he walked off as the stallion watched him go with a frown before he smirked before a red portal opened up behind him as two figures were inside said portal.

"Do you need me to receive him?" One of the figures asked the stallion with a female voice.

“No, Swift.” The stallion said with a smirk. “I’m sure he’ll join us eventually. Give it time.”

Later, the team regrouped outside of the castle as Glide had a smile on her face. “Oooh! It is so sad to have you all leave already. I appreciate the help from you, Rarity, Celestia, and Luna. And your friends were absolute delight.” She said with a smile.

"We're glad we came." Rarity said with a smile.

“And it was nice seeing you as well, cousin.” Luna said with a smile.

"Um, do you think you can explain about the bear statue moving in your garden?" Twilight asked nervously while pointing towards the hedge maze.

"Oh, that's just Mortimer.” Glide explained. "He came to life the moment my castle was cursed and he doesn't like it when there are rude ponies around."

“Mmm, I like him already.” Helix said with a smile while the others gave Twilight smugs looks.

"Okay, I'll admit, curses are real." Twilight admitted with a frown.

“That’s what we thought.” Rainbow said with a smirk.

"Of course, I can't just send you off without a few gifts first." Glide mentioned before levitating a few books over to Twilight. "These books are filled with many knowledge of curses and jinxes, now that you believe that they are real, they are sure to be coming in handy in the future. They also hold a few interesting facts you might be interested in."

“Wow! A knowledge about curses!” Twilight said with sparkles in her eyes. “Thank you!”

"For Rainbow Dash, I was told that you have an interest in flying at such tremendous speed." Glide mentioned before giving Rainbow Dash fancy wing armor that had a Wonderbolt color pattern on it. "These will make your aerial performances a bit more colorful since they were made for Wonderbolts back in the day."

“Sweet! Classic and stylish.” Rainow said with a smirk at the wing armor.

"For the children, you will receive my forgiveness.” Glide said.

“What?” Lolaxx questioned with a brow.

“Well, either my forgiveness or accept that you all caused thousands of pounds of damage to our tapestry and garden.” Glide said with a sweet smile.

“Eh, that’s fair.” Helix said with a shrug.

"For Rarity, how's things for helping me clean up the castle, you receive the finest fabric that was made for royalty back in the day." Gilde offered as she levitated some rolled up fabric to Rarity.

“Oh my, thank you, dearest! Finest fabric indeed!” Rarity said while looking at her new fabric.

“Uh, cousin Glide, who are they?” Celestia asked while seeing a bunch of ponies walking up to the castle.

"Oh those are my contractors, they started working today." Glide explained which shocked both Celestia and Luna.

“If you hired them, why did we do all that work?” Celestia asked in shock.

“You two and Rarity insisted on working, darlings.” Glide said with a smile. “I didn’t want to be rude. Besides, it never hurts to start early.”

This caused both Celestia and Luna to chuckle with fake smiles before Luna spoke through her teeth. "Everyone, we must leave…"

"But I still don't understand how Chrono got here in the first place when last we saw him it was back in Equestria." Misty mentioned with a thoughtful look.

“Or how he knows where to find us for that matter.” Cozy added while rubbing her chin.

“You think he must’ve followed us since Undertown?” Ruby asked.

"No way, it's impossible because he floated down the river before we left." Helix mentioned. “But I'm wondering how he was able to modify his aliens…" He muttered while rubbing his head, wondering how Chrono managed to modify his alien forms and give them some new abilities.

"Even I'm wondering how he made his Glavan form taller and gave himself the ability to control dark matter." Lolaxx mentioned. "Kind of wish Azmuth and Zenith were here."

“Well, I have a feeling this won’t be the last we see of Chrono Clock.” Flash said with a serious look. “I have a feeling we might see him again sooner than we think.” He added as they all gave a concerned look, knowing that Chrono is still out there, and they’ll run into him again one day, and they’ll be ready for him.

Chapter 12: A in Life with Venus and Hope

Hope is sleeping soundly in her bed before her alarm clock on her nightstand went off. Her hoof hit the snooze button as she groaned before sitting up from her slumber. She let out a yawn before she climbed out of bed while her magic sparked to put some toothpaste on a toothbrush when she went to the bathroom.

While inside, Hope had a quick shower as she washed herself before drying with the towel, combed her hair and brushed her teeth clean before she gave a smile before she went to her closet and took out her signature clothing.

She then went to the living area of her place and went to the kitchen to get herself breakfast. She had some cereal before putting her bowl in the sick and gave it a quick wash. After the dishes were done, she walked up to a mirror before casting a spell on it. Once she was done chanting, the mirror suddenly changed as Smolder was seen on it.

“Hey, Hope.” Smolder said with a smile.

“Hi, Smolder.” Hope said with a smile. “How’s my favorite student going on her summer trip with Helix and the others?”

“Well, other than finding a piece of the Omnitrix from where it crashed, finding a four armed princess that had it for Helix and ending up getting engaged with him after he beat her, and fighting old and new enemies around, nothing special.” Smolder said with a shrug. "Other than that, I'm good." She mentioned before an explosion happened behind her and a familiar voice shouted.

"Oh for the love of… Get rid of them, Roach!" Naiv Mind shouted in the background as hope could see Helix as Lodestar with Helen and Looma fighting Roach.

"Is that a stallion with a cockroach head?" Hope questioned after seeing what was happening in the background.

"Oh yeah, we ran into those Bug Brothers before when they stole the mobile base and used our garbage to make a magnet that attracts maggots." Smolder mentioned with a dull look. "And btw, I think those two may be the dumbest things on the face of this planet."

“From what we’ve seen, no surprise.” Hope said with rolled eyes. “Wish I could come along, but I promised Twilight and her friends to look after Ponyville while they’re away with Venus.”

"Oh yeah, and how is Venus by the way?" Smolder asked as Lodestar used his magnet powers to lift up a few poles before throwing them at Roach.

“Well, he’s doing fine.” Hope said with a small smile. “We hang out and he has been great for the plant community with his plant powers. Really bring the whole plant life to a whole new level.”

"You both should totally check out Undertown, I did send you the map there, right?" Smolder asked as Looma got Roach in a head-lock just as Hope noticed a building floating above them.

“Uh, yeah, I have a map. And also, watch out for that floating building.” Hope said while pointing behind Smolder.

“Don’t worry about that.” Smolder said casualty before the building came falling down before Misty as her version of Humungausur jumped up and grabbed the building as she then slammed it a bit far. "Apparently their plan was to steal things using helium liquid so they can make an offshore count out in the ocean. Like I said, the dumbest on the face of this planet."

"Wow… completely dumb, especially that's not how banking works." Hope mentioned with a slight chuckle.

“Yeah. Anyway, make sure to check out Undertown when you can, the place is so loaded with aliens.” Smolder said before an explosion was made. “Anyway, gotta go. The others could use my help.”

"See you later." Hope waved goodbye before she clapped her hooves to cancel out the spell. "Better see how Venus is doing." She said as she then walked off and out the door to find her friend.

Meanwhile in town, Venus was helping Rose Luck with some of her flowers as she was putting them on display at her booth. “Thank you so much for helping me with my flowers, Venus.” Rose said with a smile.

“Yeah, especially after the last few times you wanted the flowers to go perfectly when there’s a leaf out of place.” Venus said a bit tiredly, having used his powers to grow the plants perfectly compared to what Rose and her friends kept overreacting about. "Other than that, I really do enjoy helping you out."

"So, are you finally going to tell Hope how you feel?" Rose asked with a brow and a smirk.

This made Venus flinch as he gave a slight blush. “Uh, I mean.. Uh… I-I don’t know what you're talking about.” He stammered.

“Venus, almost everypony knows how much you love Hope.” Rose said with a smirk. “You should go on ahead and tell her how you feel.”

"I uh… I don't know." Venus said with a nervous tone as he rubbed his hoof. “I mean, when I first saw her, I guess I kinda had feelings for her, especially with our adventures together since last summer, but I just, don’t know if I could.”

"Well if you ask me, I say you two are a perfect match." Rose told him. "Plus, I would bet all my flowers that Princess Cadance would agree.”

“Yeah, if she was here, I suppose.” Venus said with a small smile. “I just need to find the perfect moment, is all. Maybe I should go talk to her.”

“Well, don’t look now, because I think she’s coming your way.” Rose said with a smirk while pointing behind Venus.

“Whoa!” Venus yelped as he turned and saw Hope walking up to them with a small smile. “Uh, h-hey, Hope. How are you?” He asked a bit nervously.

“Well, I just got done talking to Smolder as she and the others were fighting a couple of bugs who had their heads swapped from stealing Banks." Hope mentioned, which confused both Venus and Rose. "Other than that, I'm doing fine so far. So, you wanna check out Undertown?"

“You mean that alien underground establishment where the aliens are living in?” Venus asked as Hope nodded. “Sure. I’m interested in seeing it anyway. Still can’t believe there’s been more aliens then before here in Equestria. And to that matter, I’m surprised there’s even a town underground.” He said as he walked up next to Hope.

“Still shocked me the first time.” Hope added as she turned to Rose. “You wanna come along, Rose?”

“No thanks. Have to run my business. And also, no offense, but seeing all those aliens kinda freaks me out a bit.” Rose said with a sheepish look.

“None taken.” Venus said with a shrug.

“Well, let’s go.” Hope said with a smile as she gestured to Venus to come as she walked off. “The entrance should be close to the Everfree Forest.” She said while Venus watched her go as he sighed with a smile as he looked at Rose, who gave a wink as he gave a slight chuckle before he followed after Hope.

A bit later, Venus and Hope are now in Undertown, the first one Helix and his friends found, as they walked around and saw many aliens and vendor stands around while selling either alien food, items, or alien tech. "Gotta say, it really makes you wonder how long this place has been here." Hope mentioned as they looked around. "Because it looks like it was here for a long time."

“From how long it took to build these buildings, structors, and given the fact that they’re underground, I say a few decades or so.” Venus said while rubbing his head. “And also, I think the Diamond Dogs would get a kick and be jealous out of this style, given that they live underground.”

“That is true.” Hope said with a shuckle before she saw a stand with tentacles on a stick, which made her cringed. “But, let’s avoid the stands that have the weirdest and disgusting food, agreed?”

"Gemstones, get your gemstones here!" A rock-like alien called out as her booth had multiple gems on it.

“Huh, now there’s something.” Venus said in surprise as he looked at the gemstones. “Heh, these are interesting gems. Rarity would have a field day with these.”

"Huh, some of these are giving off very high magical energy." Hope mentioned before she looked at the vendor. "So where did you get these?"

“Some of these gems are either from this planet or from the far side corner of the galaxy.” The rock-like alien said with a smile. “I’ve searched far and wide to collect them and sell them for anyone who is interested. Some even have special properties.”

"Like what?" Venus asked with curiosity.

“Hard to say with so many I have.” The rock-like alien said before she picked up one of the gemstones. “But some have special magical properties like levitation.” She said as her gemstone glowed and she floated up, much to the two amazement. “See?”

"Neat." Hope mentioned before looking at the other gemstones. "What else do you got?" Venus smiled at her interest before he noticed some sort of strange individual coming from up ahead.

“Wait, have I seen that person before?” Venus asked as he looked closer at the strange individual that was coming as he squinted his eyes. He saw the stranger go around the corner before he decided to follow the stranger.

“Wow, this gem can let you change colors, now that’s cool.” Hope said while she was distracted by the gemstones to notice Venus left.

Venus kept following the stranger as he kept turning corners and walking by some aliens. “I think… I think I know that figure.” He said to himself as he kept following before walking right into a wall with a strange symbol on it. "Where did he go?" He wondered as there was no sign of the stranger he was following. “He couldn’t have just disappeared. Unless he’s one of Zs’Spoocy’s aliens.” He said while scratching his head as he leaned on the symbol. “Maybe I should go find Hope and see if she’s--WHOA!” He called out when the symbol glowed and opened a secret entrance that he fell in.

Hope was looking around the place as she was looking to where Venus went. "Where did he go?" She wondered before she checked the time and saw a mirror at one of the booths. "Hey, mind if I borrow one of those mirrors?"

“Sure thing, mam.” The alien said as he gave a mirror to her.

Hope then took the mirror and then started chanting her magic on it, which then showed Smolder looking a bit exhausted. "Hope…?! Seriously a bad time!" Smolder painted from exhaustion. "We're a little busy with something!" Hope then heard what sounded like a cartoon explosion having the background before both Manny and Ocellus, in her Upgrade armor, was seen flying across the background before they crash landed.

“Uh, is this something from a cartoon?” Hope questioned before she shook her head. “Nevermind. Smolder, I have a problem, I kinda lost Venus. I lost him somewhere in Undertown and I haven’t seen him since.”

"That doesn't sound anything like him to just wander off." Smolder mentioned before Hope saw what looked to be a purple cartoon fox with a red sweater running with a cartoon goose and a cartoon rhino in the background. She then saw XLR8 and Helen covered in mouse traps as they were chasing them. "Grr, those animals are bonkers!"

“Okay, normally I would question that, but I think that I should wait for Venus’s case.” Hope said in concern. “Undertown is big and there are many different aliens down here, I can’t seem to find where he went. Got any ideas?”

"Try checking the map or asking anyone else if they have seen him!" Smolder shouted before the cartoon fox ran up to her and it suddenly gave her a wet kiss on the lips before letting out a laugh and ran off. "Gah! I'm gonna get you Xingo! Call you back, Hope!" She said as she ended the call while Hope gave a confused and disturbed look.

“Now I’m glad I skipped the trip.” Hope said as she gave the mirror back to the vendor. “Okay, if I were Venus, where would I be?” She asked herself while thinking where Venus would go. She thought for a moment. “Well, for a walking plant pony, where would he go specifically.”

“You’re talking about a plant growing pony that just walked by here?” An Heatblast alien asked as Hope turned to him.

“Why, yes. Did you see where he went?” Hope asked hopefully.

“I saw him enter the alleyway but never came out.” The Heatblast alien said while gesturing to the alleyway just around the corner. “Perhaps he’s still there.”

"Thank you!" She thanked the alien before giving the mirror back and heading off into the direction.

Once Hope got there, she saw nothing but a trashcan and the symbol that is on the wall as she went further in. “Venus!? Are you here?!” She called out, searching for any signs of Venus as she stopped in front of the symbol. “I don’t get it. If he was here, then where did he go? He couldn’t have just disappeared.” Hope then got a good look at the symbol before her eyes widened with fear. "No… no it can't be…" She muttered as she slowly reached out to the symbol, as soon as her hoof touched it, it glowed and the secret entrance opened up. “It is…” She muttered in horror. “Venus, I hope you’re not in there.” She said as she then walked into the entrance before it closed.

Hope walked down the stairs in a dark tunnel with torches lit up for lighting as the flames were in a pink color. "Never thought I'd be back here in a long time…" She muttered with a worried tone as she continued on.

Soon, Hope entered a hidden chamber with a couple of book shelves, candles and weird ingredients to make a spell of some kind. She took a deep breath and ventured further in, trying to see where Venus is while having flashbacks of her past that she wished to forget.

She remembered herself as just a young filly with her twin sister looking at a few books as they were practicing their magic in this very place. They sometimes cause pranks to each other or on their uncle, which they both shared an amusing laugh as Hope smiled at the memory before she frowned when she remembered she had lost her friends and family at such a young age. She took a deep breath before continuing on until she reached a big pair of doors.

She opened it before she gasped at what she saw, she saw Venus tied up to a chair while gagged from his muzzle as he struggled to break free. "Venus!" She called out with a worried tone.

"Hope." She heard a very familiar voice call up from above before she looked up and saw her twin sister looking down with a smile.

“Cursed.” Hope said with a glare. “It’s been a while since Mount Alicorn, huh?” She questioned with a look.

“After you and your blasted friends got me and a few of those boneheads into custody and ruined our plans after you trapped us in that force field!” Cursed yelled with a glare. “And of all the places, you decided to come down here!”

"You mean, you didn't lure me here?" Hope questioned with confusion. "You're not the one who left that symbol to our old home in undertown?"

"Under-what?" Cursed asked with a brow before she let out a chuckle. "And here I thought you sent your little boy toy here to capture me when he came here."

“I was looking for him after we got separated.” Hope said with a glare. “And he’s not my boy toy.”

Venus struggled to break free before he got his gagged lowered as he could speak. “I saw a familiar figure that I thought I knew from somewhere, found a symbol, but when I touched it, it opened up an entrance and dropped me inside.” He said before turning to Cursed with a glare. “And apparently, your evil twin decided to tie me up once she saw me.”

"I did that in self-defense." Cursed mentioned before she levitated herself down. "So, do you have any idea why we're back here at our old place? Because I'm stumped."

"'Old place'?" Venus repeated before he looked at Hope. "Did you live here once?"

"With our parents…" Hope said sadly, which made Venus surprised before he felt bad.

“Sorry. I-I guess I shouldn’t…” Venus said before Hope untied him.

“It’s okay. It was a long time ago, and well, we move past that.” Hope said with an assuring smile while Cursed had a sad look of her own before she shook her head. "But I never thought we'd be back here in a long time."

“Considering all that our uncle did to get us out of here." Cursed added before she chuckled. “It’s a good thing he’s taken a nap.”

“Nap?” Hope asked in confusion. “Did he sleep in old age?”

“Actually, he’s a… it’s a long story.” Cursed said with a chuckle. “Anyway, why are we here?”

“Well, whatever this place is, I want out.” Venus said as he looked around. “And for that matter, are we even in Undertown anymore?”

"There's only one way out, and it's a very dangerous and long walk from here." Cursed told him with a look. "Besides, we're no longer in your realm anymore."

“Then where are we exactly?” Venus asked as Hope walked up to the door and opened it, revealing to be a pink abyss with curved up rocks and platforms around as stone-like bats flew around. “Whoa.” He muttered.

“Welcome to Legerdomain, Venus.” Hope said to him as the three walked out. “It’s the source of all magic in the universe and our birth home.”

"Is…Is this really where you're from?" Venus asked as he looked around the place.

“None of your business.” Cursed said with a look before they heard shrieks. “Come on, we must hurry.” She said as she took the lead.

“You really think we should trust her?” Venus asked Hope.

“Trust me, Venus. Cursed doesn’t want to be here anymore then you do.” Hope said as she walked off as Venus followed after.

After wondering what seemed like hours, the three of them went into a cave to rest before traveling again later. "So where exactly are we going?" Venus asked the two twins.

“There’s only one place to leave Legerdomain.” Cursed said with her hooves crossed. “We have to find the portal gate to leave this place.”

"Okay…" Venus said before there was a bit of silence. "Unless you like awkward pauses, you don't mind explaining about this place and why you left in the first place?"

"I guess you deserve to know what happened to our families and our old friends here." Hope mentioned before she looked down with a sad look. "This place used to be beautiful… Legerdomain was like most areas, while granted it may be where the magic comes from, but those that inhabited, we often used our magic on a regular basis. And the item to it was the Alpharune, the true name of magic, whoever controls the rune, controls all magic itself.”

“Heh, I think Twilight would have a field day with this info.” Venus said with a chuckle. “Even Starlight for that matter.”

"Yeah, but they're magic would have been amplified about a hundred fold…" Cursed mentioned before she looked out of the cave. “Besides, it was way before he came and ruined it all…"

Venus gave a concern look. “Okay, I’ll bite, who’s he?” He questioned in wonder.

"Addwaitya…" Both Hope and Cursed answered at the same time.

“Addwait-who?” Venus asked in confusion.

“He’s the most powerful mystic who has ever lived.” Hope said with a frown. “He took control of the Alpharune and took control of Legerdomain. Our father led a resistance with our people, us and uncle Hex included, to try and stop him.”

"I take it that it didn't end well?" Venus said with a worried tone.

"Good guess…" Cursed replied with some sort of sad tone in her voice.

“Our father tried to stop him, but he used the last of his magic for us and Uncle Hex to escape to Equestria when we were kids.” Hope said sadly. “Addwaitya got to him and…” She stopped as she tried to hold back her tears.

"That's when our uncle swore revenge on him and was going to collect enough magic to take him out, no matter the cost." Cursed finished with a look.

"So that's why he was willing to put others in danger for more power, to take back your home." Venus theorized before he started to comfort Hope. "I'm so sorry about your loss."

“It’s okay.” Hope said to him with a small smile. “You have nothing to do with it.”

“But now you know why our uncle was trying to get more magic.” Cursed said with a glare. “But instead, you and your friends ruined our plans and turned my sister against us.”

“Your uncle tried to smash half of Equestria when getting a spell book of the old Amulets of Dezal, and try to restore them before trying to attack us many times.” Venus retorted with a look. “What do you expect the others to do?”

"Even I'll admit, our dad taught us to cherish life, including the lives of others." Hope reminded her sister. "I don't think he'll approve of what uncle was doing…"

“But we would’ve taken back our home, instead of just abandoning it.” Cursed said with a sad look as she hit the wall of the cave in frustration.

“And you should have never returned.” A voice spoke up from outside the cave as the three turned and saw a projection of a giant turtle with a flaming head, which Cursed and Hope looked in horror.

“Addwaitya.” They said in a whispered tone as Venus looked up.

“That’s Addwaitya?” Venus asked in surprise. “He’s like a giant turtle with a flaming head.”

“You dare to insult the ruler of Legerdomain?” Addwaitya questioned with a glare.

"In his defense, he's new here…" Hope mentioned nervously as she gestured to her sister to get them out of there. "So…heh…how's it going…?"

“I see the two daughters of my sworn enemy have returned.” Addwaitya said with a glare while Cursed quickly search through her bag. “You will not take mana from me. The Alpharune is mine.” He said as he rubbed the Alpharune on his chest.

"Oh trust us, we never plan to do that at all!" Hope told him with a bit of sweat running down her head. "If anything, we were just planning on leaving…"

“You will not escape from me again.” Addwaitya said as he raised his hand up, which caused some stones to sprout from the ground and grow over the heroes to trap them.

“I hate this guy even more, and it hasn't even been five minutes!” Venus called as he struggled to break free.

“Well, be ready for our quick escape!” Cursed called as her flower petals opened up. “Afarabow!” She called as the flowers turned into saw blades as they broke their stone bindings and released a giant magic wave.

“Whoa. Now I see why this place makes magic users powerful.” Venus said in shock.

"Now run!!" Hope shouted as the three of them started to run as fast as they could. Soon the bats that were hanging off of the platform of rocks came down and let out a screech as they began to follow them.

“There’s no escape.” Addwaitya said with a smirk before he gave an evil laugh.

A bit later, the three were walking after getting a great distance from where Addwaitya was. “That thing around his neck, was it…” Venus tried to asked.

“Yes. The Alpharune, the secret true name of all magic.” Hope answered. “We told you he’s mad and powerful.”

"Right now, we need to put as much distance between us and him as possible!" Cursed called out before she fired a magic blast at the bats following them.

“What the heck?!” Venus called as Hope quickly put up a shield. “What are these things?!”

“Scurions. They’re Addwaitya’s eyes and ears.” Cursed said grimly.

“Where are the ears?!” Venus questioned as more magic blasts started firing at them as Hope struggled to keep her shield up.

“Can’t hold them off!” Hope called.

"Just take them out!" Cursed called out as she took out a few more. “He can't follow us if he doesn't see us!"

“I hope there’s plants here!” Venus called as he tried to use his powers, but nothing happened as he groaned. “Don’t tell me, no plants.” He muttered.

"Well, there are some… but they don't grow here." Hope told him before multiple magic blasts were coming from above and took out the rest of the Scurions. "Uh, did you do that, Cursed?"

"I was gonna ask you that." Cursed mentioned with confusion before a secret pathway opened up next to them. “Where did that come from?”

“Don’t know, but it’s better than being out here!” Venus called as the three then rushed into the pathway as it closed and the stone bats flew off. “Okay, I think we lost them.” He said in relief.

“But where are we?” Hope asked with a brow.

“You are safe now.” A gruff voice spoke up as they turned and saw what looked like a stone golem. “They won’t return, for a while at any rate.”

"Whoa, that… that stone golem just talked…" Venus pointed out with a surprised tone.

"I guess we owe him thanks for saving us." Hope said with a shrug.

“You are most welcome. I am Ignaceous, a Scribe. At least I was a Scribe long ago.” Ignacuous said with a solemn look. “We should keep moving.” He said as they walked off into a clearing with dead plants.

“You’re one of the few people who haven't been enslaved by Addwaitya?” Cursed asked in surprise. “We thought there wouldn’t be any left?”

“Addwaitya enslaved everyone and everything. Only a few of us dare to fight back.” Ignaceous said. “I am part of the Freedom Fighters against him.”

“Wait, you are part of a resistance against Addwaiya?” Venus asked in surprised.

“Yes. Since the take over, we hid and ran from Addwaitya while saving a few of our people from slavery.” Ignaceous said. “We are barely holding out.”

"How…How many are left?" Hope asked hopefully.

“Only a few pocket cells remain.” Ignaceous said sadly. “Addwaitya has been hunting us down for many years.”

"So just take away the source of his power." Venus suggested. "This Alpharune you all have been talking about seems like all he cares about and gives him unlimited power. Take that away and he'll be helpless against you."

“Don’t you think we’ve tried that, you overgrown weed?” Cursed questioned with a glare. “Many tried to get the Alpharune away from Addwaitya, but failed and fell before his power.”

"Well, have you tried to outsmart him?" Venus asked with a thought. "He said that all mana, whatever that is, belongs to him. And it has something to do with magic, right? So, what if we say we have something that could easily drain him of his magic in just a few mere moments?"

“And how are we supposed to do that?” Cursed asked with a brow. “If there’s even a slight magic trick to drain him, it would be easier.”

Hope rubbed her chin before she had an idea. “Maybe we don’t have to drain him. What if we distract him, and while he’s busy or down, we take the Alpharun off his neck while he’s busy.” She suggested. “Addwaitya usually is more prideful with magic, so he would be too blind to notice a sneak attack.”

"And just saying we have that kind of power to drain him somewhere in this realm would be the perfect diversion." Ignaceous said with realization. "It's perfect."

“Then we need someone to get that rune off his neck.” Venus said with a seriousness. “And I should be the one to do it.”

“What? No, Venus, it’s too dangerous.” Hope said in concern.

“Hope, I’m basically useless since my powers don’t work here. And Addwaitya won’t expect a powerless being like me to get that rune off him.” Venus told her. “I’m the best shot to grab it while he’s busy.”

"He's right, we're going to be the ones to set up the diversion and everything.” Cursed mentioned while gesturing to herself, Ignaceous, and her sister. "I say we give him a shot."

Hope looked conflicted before she sighs. “Okay, but please be careful, I lost my father to that monster, I don’t wanna lose you.” She said to Venus in worry.

“Hey, don’t worry, you won’t get rid of me that easily.” Venus assured with a warm smile as Hope gave a small one in return before he turned to Ignaceous. “Ignaceous, you think you can rally the resistance and lead the way to his citadel or lair or something?”

“I can try. For this could be our final fight.” Ignaceous said with determination.

Meanwhile at a very large temple where Addwaitya was sitting on a throne, he had his magic in use as his creatures were at work. “So, the daughters of my enemies have returned.” Addwaitya said with a glare before he smirked. “I can finally put an end to Spell Binder’s offspring.”

He then growled in frustration as he clenched his fists. "But now I want to know where they are!" He demanded before he sensed one of his spies had found something.

Seeing through its eyes, he saw Hope, Cursed, Ignaceous, and a few resistance fighters stomping towards them. “Addwaitya! Your time is over!” Cursed yelled out with a glare.

"That's right, because now thanks to me and my sister, we finally completed the secret weapon!" Hope called out.

Adwaitya gave glare before he summoned his army to where the resistance were while appearing in front of them as as projection. “So, my enemies have finally come to seal their fates.” He said with a glare.

"If there's any fate to be sealed, it's going to be yours!" Cursed called out with a grin. "Because even as we speak, there's a very special spell that's going to drain you of your magic and you're not going to know when it's going to hit."

“Impossible!” Addwaityra yelled in rage. “There hasn’t been a spell that could drain the power of the Alpharune!”

"That's what you think." Hope told him with a look. "But me and my sister have been to another realm and we've been practicing magic all our lives. Not only that, but something like this would take time to do and prepare! So, it would only be a matter of time until the special spell that we have prepared will drain you of your magic, making the Alpharune magic useless for you to use."

“No! I will not let that happen!” Addwaitya yelled out with a glare. “I will destroy you two like how I took care of your father, so that my rein will continue to rule!”

“You’re welcome to try, Addwaitya.” Ignaceous said with a glare. “We will put an end to your rule and free our home.”

"And like we said before, it's somewhere here in this realm and you're never going to know when it's going to go off." Cursed told him with a grin. "But it would be fun just to see you try."

“Gladly.” Addwaitya said with a glare before he turned to his army. “Get them! Destroy them!” He called as his slaves roared and charged at the Resistance.

“Let’s go!” Hope called as the Freedom Fighters all charged into battle with Addwaitya’s army. “Take this!” She called as she fired magic blasts at a stone golems while Cursed did the same as the Freedom Fighters each attack their enemies, either breaking them or pushing them back as the battlefield ignites like a candle.

Meanwhile inside the castle, Venus was carefully making his way through the corridors as he was trying to find Addwaitya. "Maybe I should have asked for a map before coming in…" He muttered to himself.

Venus walked around as he kept moving around the hallways before he saw something glowing in a corridor as he rush to it and then made it to the throne room, where there’s some banners and a viewing mirror while seeing some items in stain glass like statues, having guessed these are Addwaityra’s ‘trophies’ from his battles as he looked around.

“Okay, gotta give it to the turtle dude, he got a vision.” Venus commented as he looked around. “Okay, if I was Addwaitya, where would I keep the Alpharune? Or if Addwaitya is… wait, if this is the throne room, where is Addwaitya?” He asked with a confused look. “He wouldn’t expose himself to the rebels in a fight for his rune. Would he?”

He then looked again at the viewing mirrors as he looked closer and noticed some flow of magic going up. He followed the flow until he spotted his target floating high near the ceiling. "Geez, and here I thought this was going to be easy…" He muttered to himself with annoyance.

Back on the battlefield, the resistance are still fighting Addwaitya’s forces while they are still holding ground as explosions and magic blasts were sent all over the area as Cursed and Hope stood side to side with each other while delivering magic blasts. “Just like old times, huh, sis?” Hope asked as she blast a stone warrior.

"Yeah, only the difference between back then and everything else is that it was all playful when we were young." Cursed pointed out before they saw Addwaitya marching towards them. "What's he doing out here without the Alpharune?"

“Don’t know. But I think Venus might have an edge.” Hope said as she gave a concerned look. “Wait, he never leaves the Alpharune alone. What is he pulling?”

Back with Venus, he looked up and saw the Alpharune as he looked at it and its platform with a conflicted look while the pink beam kept shooting up. “Okay, all I have to do is grab it and get out. How hard could it be?” He said to himself.

Venus then started climbing up the platforms to where the Alpharune is as he jumped and nearly slipped as he grab hold of the edge as he yelped before he quickly pulled himself up as he groaned. “I wish I had my powers. I could use vines to get up there.” He muttered before he continued climbing.

Back on the battlefield, Addwaitya then went up to Cursed and Hope with a glare as the two sisters glared at their old enemy. “Oh, how I’ve waited so long for this.” He said with a smirk.

“You’re not the only one, turtle face!” Cursed called as she fired a magic blast at Addwaitya, which hit his arm as he yelled in pain as he saw a slight scratch on his arm.

“Ignorant fools!” Addwaitya said before firing laser eyes at them, which knocked them back. “Why return when your entire thieving race couldn’t stop me?”

“Because Addwaitya, every single creature you’ve enslaved wants their freedom.” Hope said with a glare as she and Cursed got up.

“And you’ll never control us all!” Cursed called as the two sisters looked at each other as they nodded and held each other's hooves as they charged up their magic.

Addwaitya however held up his hand once they fired and blocked it with ease. "What the…how'd he…?" Hope stuttered with confusion.

“Fools. All magic is mine.” Addwaitya said as he powered up and fired more lasers at them and the resistance, knocking them back with ease as some were having trouble with his troops as he advanced toward them.

Back inside the castle, Venus was looking around the room and trying to find a way to get the Alpharune down. "Come on, I tried everything, including even the open sesame thing!" He complained with frustration. "What does it take to get you down from there?!" He then noticed a big flow of magic coming from the door and entering some of the mirrors before going up into the rune. After seeing that, a big idea had hit his mind as he grinned. "I should have figured…" He then picked up a few stones before taking a deep breath. “I'm going to get so many years of bad luck for this…" He said as he was ready to throw.

Addwaitya went up to the two sisters and fired a magic beam at them, knocking them back. “Fools, Legerdomain is mine.” He said as he fired more magic beams at the resistance, causing them to be frozen solid. “And now you shall remain for eternity. A living testament of those who dare to defy my will.”

"No, you won't win!" Hope shouted as she barely was able to stand up.

“Oh, but I already have.” Addwaitya said with a smirk. “And now, it’s time to finish you, once and for all.” He said as he ready his arm again to fire another blast, but then he was blasted from behind as he gave a yell before falling to the ground.

Behind Addwaitya, Venus was behind him while aiming the Alpharune that he used to fire at Addwaitya. “No one touches my mare!” Venus yelled with a glare.

“Venus?” Hope asked in shock as Venus then used the Alpharune to free the resistance from their prison.

“Okay, now I see why Addwaitya loves this thing. It’s pretty powerful.” Venus said with a smile. "Plus it turns out he was using the rune to absorb all the damage he takes, that's why no one was able to beat him before."

“So that explains why he hardly took damage from past events.” Ignaceous said in realization.

“Yeah, and he kept it in his palace to make sure no one gets near it.” Venus said while holding the rune.

“VENUS!” Hope called as Venus turned and saw Hope rushed towards him and gave him a tight surprising hug. “I’m so glad you’re okay! I thought you might’ve been hurt!”

“Gha! I’m okay, Hope.” Venus said with a slight smile and a blush. “I did promise after all.”

“You took the Alpharune?” Cursed asked in complete shock.

"Return that back to me!" Addwaitya demanded with a glare. "It is rightfully mine!” He yelled out as his troops then got up as the Resistance stood ready, but then the ground started shaking as everyone looked at the palace and saw the entire structure coming down.

“What’s happening?” Venus asked in panic while holding the Alpharune. “Why is this place coming down?”

“The Alpharune was holding this place together!” Cursed called out. “With it out of Addwaitya’s clutches, this whole place is coming down!”

“Then it’s time for us to retreat!” Ignaceous called as they all ran to the bridge.

“Get them!” Addwaitya yelled but the floor below him collapsed as he and his troops fell down as his entire citadel exploded as the resistance then ran across the collapsing bridge as they ran as fast as they could before they made it to the otherside just as the bridge and Addwaitya’s palace collapsed.

“Whoa, I hope he got insurance.” Venus said while holding the Alpharune before giving it to Ignaceous. “Here, I believe this belongs to your people.”

“Thank you my friend, but I believe our fight isn’t over yet.” Ignaceous told them as Addwaitya was knocking back his enemies. "We will hold them off while you get away with the rune! We cannot allow it to be back in his clutches!"

"He's right!" Cursed agreed before pointing towards a walkway. "The Gateway out of here is that way!" The three started to run away just as Addwaitya noticed them running with the Alpharune. He soon made a magic pulse that pushed his enemies back before he started to chase after them.

“You think you can take this away from me! Nothing can stop me!” Addwaitya yelled out as he flew after them.

“He’s gaining on us!” Venus called out to the others when he saw Addwaitya flying closer to them.

“Go! We’ll hold them off!” One of the Freedom Fighters called out as they tried throwing him down by creating some walls that he kept bursting through.

Soon, with Addwaitya briefly delayed, Cursed, Hope, Venus, and Ignaceous stopped at a stone door. “Is this the way out?” Venus asked hopefully.

“Yes. All you have to do is say the place on where you wanna go and the door can take you there.” Ignaceous explained. “But you have to know the true name of the place.”

“Well, uh, Ponyville Equestria!” Venus called out, which made some markings on the door appear as it opened the door to reveal Ponyville just in front of Twilight’s castle. “There’s home! We can get out of here!”

“Then good luck, my friends.” Ignaceous said to them, which shocked them.

“Wait, you’re not coming with us?” Hope asked in shock.

“Legerdomain is my home.” Ignaceous said with a determined expression. “With Addwaitya weakened and the Alpharune in our hands, we can finally defeat him and take back our home and free our people.”

"Then I'm staying too." Cursed told him with a determined look of her own. “That guy stole my father, I want vengeance." He then looked at both Hope and Venus with a small smile. “Good luck, you two. And you better take care of my sister, plant colt." She then pushed them both through the gate just as it disappeared before Addwaitya caught up to them.

You will rue the day you ever return here!" Addwaitya declared, only to receive a slight chuckle from Cursed as she slowly turned around.

"No…" She said before she placed the Alpharune on her chest, shocking both Ignaceous and Addwaitya. "You will rue the day you killed my father, starting now." She replied before she held up her as her eyes glowed a hot pink color before unleashing her magic.

After getting pushed out from the gate, Hope turned to the portal as she rushed towards it. “Cursed!” She cried out as she rushed towards the door but it closed completely as she placed her hooves on it before it vanished.

“The doorway to Legerdomain is gone!” Venus called as he looked at the symbol he took from the wall he found in the alley, which has no symbol. “All of them!”

“She knew this would happen.” Hope muttered sadly.

“What happened?” Venus asked.

“With the Alpharune out of Addwaitya’s grasp, there’s no way to get back to Legerdomain.” Hope said sadly while looking at the spot the door was at. “Cursed stayed on purpose to try and help free our people and liberated from Addwaitya’s rule.”

"Well, at least we don't have to worry about him getting the--" Venus was going to say before he stopped when he felt something was wrong. He checked around at himself before he looked back at where the door was. "She took the rune when she pushed us out, didn't she?"

Hope groaned. “That’s my sister for ya.” She muttered. “No surprise that she’s using its power to get back at Addwaitya. I wouldn’t want to be that guy.”

“Me neither.” Venus agreed. "So, now what?"

"I'm gonna check on Smolder, and maybe tomorrow we can get a good look at Undertown without any interruptions." Hope answered with a small smile.

“I like that.” Venus said with a smile. “Well, see ya tomorrow.” He said as he was about to walk off, but then Hope grabbed him.

“And Venus…” Hope started before she gave a small smile with a light blush before she gave Venus a kiss on the cheeks, which made his eyes widened and blushed a bit as she separated. “Thanks for saving me back there.” She said before she rushed off with a slight giggle as Venus stood there stiff.

“Uh… you’re welcome…” Venus said before he gave a small smile while placing a hoof on his cheek where Hope kissed him at. “No problem at all.”

Hope soon returned to her home as something that was on her mind. "How did we end up in Legerdomain in the first place?" She asked herself. "The only ones who know that are me, my sister and our uncle." She wondered, rubbing her chin. “And for that matter, why would the symbol to Legerdomain be in Underdown in the first placed?” She added as she then went up to her mirror and then started chanting her spell to call Smolder again.

The mirror soon showed Smolder as she stood in front of a movie set as Helix and Misty were as their own versions of Feedback while fighting some sort of golden energy being that looks to be siphoning the energy from his worshipers. "Oh hey, what's new?!" Smolder asked while dodging energy blasts. "Before you ask, we're fighting some movie star called Morning Star, who is some sort of energy Vampire who's been siphoning the energy of his worshipers and also a dork! Ocellus wanted to come here and she was the first to figure it out when she used to worship him but now hates him because he's nothing like her favorite character from her favorite book!"

Hope looked surprised by this as she shook her head. “Okay, at least Venus and I weren't the only ones having a weird time.” She said with a cringed look. “Uh, should I call back later?”

“No! You can go ahead and tell me what you and Venus did today!” Smolder called as she avoided another gold blast as she hid behind a crate. “The others got this.” She added before they heard a familiar humming, singling that Helix had just activated his Omni-kix armor for Feedback. "So, how have you been?"

“Well, it all started this morning…” Hope then started explaining her day with Venus and how their adventure just happened.

After a while, Hope finished her story just as Morning Star was defeated and Smolder entered the Mobile Base with the others. “And that’s pretty much how it happened.” She finished.

"Wow, and I thought we were having crazy adventures." Smolder mentioned with a surprised tone.

“Heh, happens to others.” Hope said with a smile before she frowned. “I hope my sister won’t go crazy with the Alpharune."

“Uh, Hope, this is Cursed we’re talking about.” Smolder reminded her with a dull look.

“Oh, right.” Hope said with a shrug before she gave a determined expression. “Well, one day we’ll go back to Legerdomain and if she gone crazy with power, we’ll stop her.”

"You mean when she's crazy with power, I give it five minutes." Smolder mentioned with a shrug. "No offense."

“None taken.” Hope said with a small chuckle. “But, one day, we’ll stop her. But until then, I think I better turn in for tonight. Been a rough day.”

"Yeah, I gotta rest too." Smolder replied as she walked into the girls side of the mobile base where the girls were getting ready to rest up. "Twilight said she wants to take us to this famous Museum next to some Renaissance fair. It could be interesting, don't know which one would it be but it clearly is the Renaissance fair."

“Hehe, knowing Twilight, gotta be a traditional or historical event.” Hope said with a chuckle. “Well, see ya, Smolder.” She said with a smile.

“See ya, Hope.” Smolder said as she faded from the mirror.

Hope then walked up to her bed as she sighs and laid down as she looked at her ceiling. “Goodnight, dad…" She muttered before she closed her eyes and drifted off to sleep. Her sister may have the rune and possibly crazy with power in their home, but she knows that they’ll go back one day and stop her if she does.

Chapter 13: The Kingdom of Hypnolot

On the Omni-Copter, Delta was flying the copter while the rest of the group were either relaxing or just doing some things like Helix messing with his Omnitrix as Twilight was hopping up and down. “Geeze, Twilight, will you take it easy?” Flash asked his marefriend. “We won’t be arriving to the museum so soon even at this speed.”

"It's not that, Flash, it's the whole ruling Equestria." Twilight replied nervously. "I know that I'm ready to rule it and everything, but will I be ready for the responsibilities that are going to come with it?" She then looked over at Helix who was still messing with his Omnitrix. "And I don't think that's a good idea to mess with the Omnitrix."

"I can't help it, when I'm bored I fiddle with things." Helix explained.

“Last time you fiddled with something, you ended up removing the faceplate and accidentally unlocking the master control, and some other things.” Misty said with a bored look.

“Hey, you try passing the time.” Helix countered while still fiddling with the Omnitrix. “And ever since this watch got upgraded, I wonder what else this thing could do.”

"It would be very interesting to see what you can do with that Omnitrix, beloved." Looma mentioned with a small smile.

"Do you have to keep calling him that?" Helen asked Looma with an annoyed tone.

“Well, he is.” Looma said with a shrug.

“Which is a bit weird, to be honest.” Ruby commented.

“How much longer until we reach the museum before the girls start fighting over Helix again?” Manny asked, wanting to get out before another argument or roughhouse starts.

“We’re almost there.” Delta said with a smile. “We’re just about to arrive.”

“I know this museum will take my mind out of being a ruler.” Twilight said with a hopeful look.

"You will do fine, Twilight." Celestia told her before looking over at Discord. “Even though you proved more than once, without using former foes to do so."

"You are never going to let me live that down, are you?" Discord asked with a brow just as the copter landed and the base started to move.

“Well, let’s get this trip started before Twilight has another Twilighting.” Rainbow said as the mobile base kept moving before they stopped in front of the museum.

“Can we stop with the Twilighting please?” Twilight questioned with a look. “It’s really getting on my nerves.”

"Yeah, even I'm annoyed by it.” Tempest mentioned just as they stepped out of the base before she noticed something up ahead. "Hey, who is that?"

"Who's who?" Helix asked without looking up from his Omnitrix.

“That pony over there.” Tempest said as she pointed ahead, which they saw a familiar small looking unicorn with a red coat and purple glasses and a hood covering his head. “He seemed to be one short adult unicorn.”

The others who knew that pony gasped as their eyes widened. “Uh, Tempest, that’s--" Smolder tried to tell her before a familiar yellow light flashed right in front of them.

The moon shone down on the forest as four Ponies were running away just as a familiar Yak wearing a wolf pelt leaped towards them before letting out a howl. The four ponies yelled as they ran as fast as they could before entering some sort of Village. They run while looking behind them but end up bumping into four familiar figures. They got up and saw that they ran into Ruby, Smolder, Looma, without her helmet to reveal her long black hair, and Attea, each of them wearing princess clothing as they looked at the four ponies. "How dare thee show three noble ladies of the court such disrespect!" Smolder huffed with a fancy accent.

"Now my fellow princess, this lot seemed to be lost and frightened by the looks of it." Looma pointed out with a low tone in her voice.

“Indeed.” Ruby said in a fancy and a bit gentle tone. “The poor thing. It must’ve just been defending itself.” She said as she slowly walked up to the yak, but it gave a growl as she flinched back before raising her hoof and revealing herself to be Yona. “It’s okay. There’s no need to fret, little one.”

"Uh th-thanks but we're good!" One of the ponies said before they ran just as Yona tried to pounce them. "These Ren-fair creatures are way too extra!"

“Let’s get out of here!” The second pony yelled as they ran off as Yona gave another howl.

Then a pig walked by them as Yona caught eyes on it. “PIG!” She howled as she jumped over Smolder, Ruby, Attea, and Looma.

“Such impropriety!” Attea complained. “Servants!” She yelled as Ocellus and Silverstream rushed to them as they were wearing royal servant clothing.

"Your highnesses, what seems to be the problem?" Ocellus asked with a bow and a fancy accent.

“To think, such ruffians can so easily cust a lady.” Attea complained as Ocellus and Silverstream helped them up.

“The king will hear about this!” Looma yelled out to the four ponies who ran off as the six walked off.

Soon, they then entered a throne room where a figure was sitting on the throne. “Your highness. We have the most distressing encounter with the group of strange vagrances.” Ruby said to the figure.

"Oh my, strange vagrances you say?" A familiar voice said as it was revealed Mind Melder was sitting on the throne wearing a real king outfit with Spike as his royal advisor standing next to him. "Must it always be something with you?"

"But my lord, we fear the safety of the kingdom may be compromised." Smolder mentioned before Gallus, Sandbar, Helen, Manny, Blizwolfer, and Misty's version of Blizwolfer came in while wearing knight armor with the four ponies that they encountered.

"Fear not, princess, for security is fine.” Manny said while holding one of them.

“Uh, h-hi?” The unicorn mare said as the knights dropped them and went up to Mind Melder as Blitzwolfer and Misty laid next to his throne like pets.

“Twas them, milord!” Attea called out.

"Don't you worry, the kingdom is plenty safe with security such as these knights and I didn't even have to call my Black Knight to help them." Mind mentioned while gesturing to a black armored figure standing alone with his Hooves crossed.

"How shall we deal with these intruders, milord?" Gallus asked Mind respectfully.

“Come on, Knight Gallus, you know how we greet new guests in this kingdom.” Mind said with a smirk.

“Oh, yes, the magic trick.” Helen said to them with a smirk.

“Magic trick?” The ponies said nervously.

"You are in for a treat, for the magic trick helps those remember." Looma mentioned excitedly.

“And it helps clear your… ‘memories’.” Mind said with a smirk as he walked up to the ponies with a strange staff in his hoof and pressed a button on his watch and swung it around, which got the ponies in a trance. “Don’t you remember? You’re my royal subjects and I am the just and noble King Mind Melder, lord of everything the light touches here in the Kingdom of Hypnolot." He then turned to the Black Knight. “What do you think, Black Knight, is it true?”

“So true, my lord.” The Black Knight said to the king with a bow as his voice sounded familiar.

“Oi, me lord.” One of the ponies said in an ancient tone. “What is the order to march, so to speak?”

“Mmm…” Mind hummed as he rubbed his chin before he went back up to his throne. “Oh! I got it, we will make you my new personal attendants!”

“But my king, they should be our new attendants!” Ruby complained.

"Oh sorry, but you're forgetting who's the King around here?" Mind mentioned while pointing towards his crown.

"Oh the injustice of it all!" Smolder exclaimed before she covered her eyes while crying as she ran out. The others followed behind as well as Gallus and Sandbar followed her, while Helen, Blizwolfer, Manny, and Misty stayed behind.

"Don't worry milord, our knights will retrieve them." Helen assured Mind.

Smolder had run into the forest before sitting down by the river just as the others caught up. "Princess, tiss not safe here." Sandbar told her.

“But it’s the riches of unfairness!” Smolder cried. “Expected for a lady to maintain her standard with so few servants!” She cried as she laid on the side of the water. “Can no one understand my hard ship?” She questioned as she tipped her finger on the river, which she saw her reflection before her eyes widened as she raised a brow. “Uh, what? What am I wearing?” She asked in her normal voice, now out of Mind’s trance before she turned and saw Looma, Ruby, Attea, Ocellus, Silverstream, Gallus, and Sandbar and noticed their uniforms. “And what are you guys wearing? And why are we in a forest?”

"What are you talking about, princess?" Silverstream asked with confusion.

“Princess?” Smolder asked in confusion. “What are you talking about? We were just in the mobile base and were about to enter the museum when…” She then stopped. “Wait, where are the others?”

"What is a mobile base and Museum?" Ruby asked Smolder.

"And of the manor you speaking of?" Looma asked with a gentle tone.

"Hmmm, you're acting quite odd the moment you look in the river." Gallus mentioned with a brow.

"The river?" Smolder asked before she got an idea. "Oh yeah, I think there might be something inside the river. See for yourself, and that's an order from your princess."

“Okay?” Attea said as they all then looked at their reflections, which made their eyes blink before they widened as they shook their heads. “W-Wha? What happened?”

"Gah, why am I wearing these clothes?" Looma questioned before she ripped through the dress to make the skirt shorter and her center exposed while also revealing her arm muscles. "That's better."

"Why am I wearing a suit of armor?" Gallus asked with confusion.

“Huh, this is weird, but pretty cool.” Sandbar said.

“I kinda like it.” Ruby said as she looked at her dress. "Maybe because I wear these when I'm doing my royal duties as a princess back home."

“Smolder, what’s going on?” Ocellus asked.

“And by the way, great dress.” Silverstream commented to Smolder. "Isn't that the same one you use to throw your tea parties?"

"Look, I have no idea what's going on either but we can figure this out not that we're back in our right minds, somehow." Smolder mentioned just as Attea started to rip off the ruffles on her dress.

"But I can't think with all these ruffles on!" Attea complained before they heard Yona howling as she was chasing a pig towards them.

“Yona?!” Sandbar asked in shock as the others were surprised as Yona caught the pig, but it scurried out of her grasp and ran off as Yona growled and towered over the group.

"Yonaimus want eat pig! Pony make pig get away!" Yona shouted at Sandbar with a hungry look in her eyes. "Maybe Yonaimus eat pony!"

The others were uneasy while Sandbar looked nervous. “I think Yona lost her noodle.” Smolder muttered as they nodded in agreement.

“Uh, okay, funny game, Yona.” Sandbar said uneasy while Yona glared at him with predatory eyes.

“Princesses, servants, royal knights!” A voice spoke up as the group turned and saw Helix, who is now Wildvine, riding Zed as a big plant-based creature with Manny, Helen, and Misty as Diamondhead walking beside him. "The King has sent for all of you. You all must return at once. Finish your business with this savage yak."

“Helix? Guys?” Silverstream asked in surprise.

“The who now?” Gallus questioned before Yona gave a howl.

“Forest belongs to Yonamius!” Yona yelled as she charged at the group with her horns up and a club.

"Very well." Misty said before she and the other three pulled out medieval weapons. "Prepare thyself for a trouncing!"

Yona charged at them as they put up shields and swords to push Yona back while the others watched before Manny tripped Yona down. “Do you accept defeat, dog?" Manny taunted.

“Forest belongs to Yonamius!” Yona yelled as she tackled Manny down, but Wildvine then got her and pushed her back with his vines.

“We have had enough of your games, Savage!” Wildvine snapped as he picked up Yona in his vines. “Away with you!” He yelled as he tossed Yona to the river.

Yona groaned before she looked at her reflection before her eyes widened. “Why is Yona wearing a wolf pelt?” She asked before turning to her friends. “Friends? What’s going on?”

"The reflection, that's how we must have broken the spell on us." Ocellus said with realization.

"The what?" Yona asked before she ducked under a big diamond shard from Misty. “Misty?! What is pony friend doing?!” She questioned fearfully as she was dodging attacks from all four of them.

“Yona, you have to get Misty and the others to look at their reflections!” Ocellus called out.

"Yona is trying to stay in one piece!” Yona called as she ran around to avoid the attacks from her four hypnotized friends. “Uh, friends?!”

“You should’ve run off with your tail between your legs while you still have the chance.” Helen said as she aimed her weapon at Yona.

"Wait, stop!" Ruby called out as she and the others stood in front of them. "Thou shalt not harm the, uh… Savage yak, by order of the princesses. They said that we were princesses, right?" She whispered to the others.

"But why are me and Silverstream servants?" Ocellus asked.

“No clue.” Attea whispered with a shrug.

“You all side with the wildling with the king’s guards?!” Manny questioned with disbelief and a glare.

“Traitors! So be it!” Misty called as they lowered their weapons. “The great one shall judge this betrayal personally!”

Helen then sped around the group and got them to Zed, who used her vines to tie them just as Misty created a diamond cage for them to be put in. "Come on guys, we're friends!" Sandbar called out just as Wildvine mounted Zed.

"Ha, thou art no friend of mine, traitor." He said before he, Misty and Zed timed out. "We trust there will be no further resistance?" Helix said as they then walked off.

“What’s going on here?! What’s wrong with them?!” Gallus questioned.

“Last thing I remember was us exiting the mobile base to a museum, but then Mind Melder then…” Silverstream stopped as all their eyes widened. “Mind Melder hypnotized us, didn’t he?”

"Whoever this Mind Melder is, I will crush his head like an egg from making my beloved treat us this way!" Looma declared with a glare.

“Well, looks like you’ll get your chance, Looma.” Smolder said as they entered the palace before they were tossed to the ground.

“What’s this?” Mind questioned when he realizes that the group was out of his trance and took out his wand. “Looks like someone figured out how to break my spell. But where did you all find a reflection? I made sure to get rid of anything reflective." He then gasped with realization before he gripped his staff tightly in frustration. "The river across the street, I knew I should have drained that."

“It’s been a while, Mind.” Attea glared at him. “So, how was prison after our last encounter?”

“Please, don’t ignore our special guest of honor.” Mind said with a smirk as he gestured to three black figures up on a balcony, which the others turned and felt a bit scared.

“Okay, that’s scary.” Gallus commented a bit in fright.

"Okay, what have you done with Twilight and--" Ocellus tried to question him before she was interrupted.

"Silence, don't talk to the king without permission!" Helix ordered before he, Misty, Helen and Manny bow to Mind. "We have done your bidding yet again, milord, how do you wish to handle these traitors?"

Mind walked down as he gave a smirk. “Oh, I have a couple of ideas.” He said.

“Why do you even want to be king?” Smolder questioned them.

“Isn’t it obvious? I wanted to be ruler of Equestria, of course.” Mind said with a smirk. "As for Twilight and her friends, I have them locked up in the dungeon until the time comes for her coronation. Once that happens, I'll hypnotize her into giving her crown to me."

"Oh that's so evil." Sandbar mentioned before he noticed someone was missing. "Hey, you think Zs'spoocy is okay? Cuz I don't see her anywhere." He whispered to the others.

"Let's hope she's working on helping the others." Silverstream whispered.

"Oh, I have just the thing in mind.” Mind mentioned before he looked at Helix. "Since you're my captain of my royal guard and you've done such a great job keeping my kingdom safe, why don't you decide what we do with them." Helix grin before he activated his Omnitrix and transformed into Humungousaur. “Oh, he went Humungousaur. This is gonna be good. He’s my favorite.” He said as Humungousaur reached them.

A bit later, the tied up group had sacks on their heads as the sacks were removed and they saw Humungousaur open up a hatch to reveal a giant hole. “Huh, it’s just a hole.” Silverstream commented.

“I guess being hypnotized made Helix less creative.” Gallus commented with a smirk.

"Something tells me that there's more to it than just a hole." Ocellus mentioned before they were pushed into the hole.

"Uh, what's in that big sack above us?" Sandbar asked when they noticed the sack had something moving inside.

“It’s two dozen rabbit badgers that are about to join you.” Humungousaur said as he tightened the rope and Helen gave him a touch. “As soon as this rope burns through.” He said as he heated up the rope.

“Okay, I’m wrong. Helix still has his creativity.” Gallus said in a nervous tone.

"Any ideas before we become rabbit badger chow?" Smolder asked the others nervously.

"Oh brave knights, I couldn't help but notice that you all are very good at your job." Looma called out to the hypnotized four. "Especially you, head guard, with how you are so strong and mighty."

"Flattery will not stop the badgers, girl." Humungousaur said firmly.

"I only wanted to say, well, you all worked so hard to protect the kingdom." Looma mentioned as the others realized what she was trying to do.

"Oh yeah, totally." Attea agreed with a nod. "Much harder than the so-called king, at least."

"What game do you play at?" Misty questioned with a brow.

“What game indeed?” One of the black figures asked.

“Look, what’s the king doing now?” Smolder asked them.

"I bet he's just having fun bossing others around while sitting on his flank all day." Gallus mentioned as the hypnotized four looked towards Mind Melder, who was doing just that while stuffing his face.

“Uh, our king is a busy pony.” Helen said with a weird look. “He’s…”

“He hasn’t done anything.” Gallus spoke up.

“It’s true.” Manny said with a sigh. “He has been partaking in much merriment today.”

“If you asked us, Helix would be a way better king.” Looma said with a smirk.

"What you speak of sounds like treason, girl." Humungousaur mentioned with his arms crossed.

"Oh come on, just think how much better it would be for the kingdom, a big strong Warrior like you running the show." Silverstream told him. “Plus there were some friends of ours we had but they seem to be missing. Plus, who's to say that our friends weren't the ritual rulers of this land before Mind Melder took it."

Helen, Misty, Manny, Zed, and Humungousaur looked ahead and saw Mind still stuffing his face. “Yes. We believe we see what you mean.” Misty said with a glare.

"And I believe those friends you mentioned must be the prisoners the king has in his dungeon, but he did not explain what crimes they committed to earn them their place there." Manny mentioned with a glare. “Plus every time that I deliver food to them, they seem to be talking to someone but they look like they were talking to each other while looking at the center of their cell."

"Zs'spoocy." The tied up group in the hole mentioned with a smile.

"Very well, I shall deal with the king while the rest of you free the prisoners." Humungousaur ordered.

“Yes, sir.” Manny, Misty, and Helen said as Zed gave a bark.

“Mind Melder!” Humungousaur yelled out, which made Mind turned and saw Humungousaur pointing at him. “A true king does more than sit on his throne and stuff his face!”

"What was that?!" Mind questioned with a look.

"Consider this a coup!" Humungousaur then threw the torch right at Mind Melder as Mind quickly moved aside as his table lit in flames.

“Watch it, you big dino!” Mind snapped.

“Your move, knock-off.” Humungousaur said as he drew his big sword, which made the crowd gasp.

"Oh, so that's how it's gonna be." Mind said before he looked towards the black knight. "Oh Black Knight, it seems we have a traitor here."

“As you wish, my lord.” The Black Knight said as he then reached his left hoof to reveal a familiar watch, which the tied up group noticed.

“The Antitrix, Chrono Clock?!” The others called out just as Chrono slammed down on his core and transformed into a familiar Dino-like alien that almost looks similar to Humungousaur but as a T-Rex.

“Oooh, Humungoraptor. I love this guy.” Mind said with a smirk as Humungogecko jumped down and drew his giant sword at Humungousaur. Both dino aliens roared as they charged at each other and clashed weapons.

Meanwhile, Misty and the others made their way towards the dungeon where Twilight and the others are locked up in a cell. “Manny? Misy? Helen? Zed?” Applejack asked in surprise.

“What’s happening now?” Rainbow groaned as she laid on a prison bed as their cell opened up.

“We’re staging a coup.” Manny said to them. “Let us get you all to freedom.”

“Freedom!” Pinkie cheered loudly as she got out from the hole in their cell that she was digging.

"Hey, I found some mirrors!" They heard Zs'spoocy say, which caused the four to turn around just as she faced through the wall with four mirrors wrapped in her own tentacles. They were about to be freaked out but they saw their own Reflections as they blinked and shook their heads.

“Huh? What’s going on?” Misty asked as she looked at herself. “And why am I in a knight's armor suit?”

“Why are the rest of us wearing them?” Helen asked as she and Manny looked at themselves while Zed barked in confusion while shaking her head.

"Why are we in a basement?" Manny questioned the others as he rubbed his head.

"It's more of a dungeon and you were hypnotized." Luna told them.

“What?!” Manny asked in shock.

Helen then realizes who hypnotized them. “Mind Melder.” She growled.

“That freak again?!” Misty questioned. “Oh, he’s so gonna get it!”

"But how come Zs'spoocy or any of you weren't hypnotized?" Misty questioned with confusion.

"Oh, he did hypnotized us, only for him to use a mirror to break his own hypnosis when he put us in here." Twilight mentioned with a look. "He only comes down here to hypnotize Celestia or Luna to raise and lower the sun and moon."

"And I was in the back of the mobile base taking a nap before I heard noise coming from outside." Zs'spoocy mentioned. "Once I saw how he was able to break his own spell, I've been spending the last three days looking for any reflective surface."

“Three days?!” Manny, Helen, and Misty asked in shock.

“We were his lackeys for three days?!” Misty asked in disbelief.

"Yeah, let's not dwell on that right now." Trixie mentioned before the whole place shook. "What's going on?!"

“Sounds like a fight is going on over ground.” Flash said with a serious look, “Come on! Let’s go!” He called as they all rushed out of the cell and back to the surface.

Humungosaur and Humungoraptor still clashed with each other as they pushed one back and avoided swipes before Humungoraptor kicked Humungosaur back as he crashed into a wall before Humungosaur uses his tail to whack Humungoraptor to the table as he crashed into it. "Hey watch it, that was very expensive!" Mind complained before he moved out of the way just as Humungousaur leaped over to Humungogecko.

Humungogecko dodged the attack before he then used his tail and slammed it on the ground, creating a red energy wave that knocked Humungosaur back. “What tricky is this?!” Humungosaur questioned.

"Ture power trickery." Humungoraptor replied before he started to expand his body to grow bigger. Humungousaur did the same as the two of them glared at each other and roared.

“Yikes, Helix and Chrono are really going at it.” Attea commented while Sandbar looked at the shack of badgers.

“But uh, he should be a bit faster!” Sandbar said nervously.

“Just overthrow them all ready, Helix!” Smolder yelled out.

“You’re done taking orders, Mind!” Humungosaur yelled at Mind.

“I don’t think so.” Mind said with a smirk. “Black Knight, destroy him!” He ordered Chrono.

"Of course, milord!" Humungoraptor replied before kicking Humungousaur in the face to push him back.

Humungousaur then got up as he gave another roar as he got his sword out again and charged at Humungoraptor, which the two then clashed blades as they swung and blocked each one before they got into a bladelock. But as they glared at each other, they looked at their own reflections from each other swords, which made their eyes widened as they shook their heads.

“Huh?” The two transformed aliens said in unison before they lowered their swords while Mind got nervous.

“What the heck is going on?” Humongusaur asked in confusion as they then noticed the mess they made around the throne room.

“And why are we in some kind of throne room that looked like a party crashed here?” Humungoraptor questioned before he realizes he was in his alien form. “Wait, I don’t remember transforming into Humungoraptor.”

“And when did you get here, Chrono? And why do you look like a T-Rex version of Humungousaur?” Humungosaur questioned before he turned to his friends tied up at the hole. “Guys? Why are you in a hole?”

"And why are you dressed like a total dweeb?" Humungoraptor questioned Humungousaur.

"You know you're wearing the same thing I am, right?" Humungousaur pointed out.

"What?!" Humungoraptor gasped as Mind Melder looked nervous as he realized what happened.

"They must have seen the reflections in each other's swords." He said to himself before he tried to sneak away before the two dino aliens saw him.

“Mind Melder?!” Humungosaur questioned with a glare.

“So you’re the one who made me wear this dweeb suit?!” Humungogecko questioned as he used his tail and send a energy wave at Mind, knocking him back.

“Ugh. That hurt.” Mind moaned as the rope burned through and the tied up group screamed as the badger sack nearly fell in, but Humungosaur quickly grabbed the rope and started pulling the sack up. Humungousaur then spun around with the sack in his hands before hitting Mind Melder and throwing them both towards the wall next to the three shadow figures.

As he fell, the sack was torn to shreds by the badgers before they fell right on top of him as he screamed in agony.

A bit later, Mind Melder was then being taken away by the authorities as the mind controlled crowd were snapped out of their hypnotism. “How did we end up in these gross red fair clothes?” A stallion questioned. “This isn’t what I meant when I wanted more vintage stuff in my wardrobe. Let’s get out of here.”

"Yeah, I totally want to head to the beach now." A mare mentioned as they walked past the group.

"Mind Melder had you guys as his knights, and apparently he did the same to Chrono.” Smolder told the others with a smile. "He even made Ocellus and Silverstream servants while he made Yona a savage barbarian."

“Which is kinda rude.” Silverstream said.

“Yona is no savage beast.” Yona said with a frown.

"He even had me, Smolder, Attea, and Looma as princesses." Ruby added. "Which is kind of ironic since three out of four of us are princesses."

“I may be a princess, but I don’t like being that formal.” Looma said with her arms crossed.

“You said it, sister.” Attea said with a nod.

"Not to mention that you guys had us in a hole and were about to sick rabbit badgers on us." Gallus told Helix and the others.

“Hehe, guess I was clever and creative at the same time.” Helix said with a chuckle before he groaned at the armor he was still wearing. “This is really uncomfortable and a little heavy. How did you handle this all the time, Flash?”

“Years of practice.” Flash said with a chuckle before he noticed Chrono walking away. “Don't you have anything to say to him for helping take down Mind Melder?"

“No way. While thanks for the save, I would rather go back to fighting him on my own way.” Chrono said before he continued to walk away. “When I figure out a plan and not team up with a hypnotizing freak, I’ll take care of you myself.”

"I still can't believe he made me his royal advisor.” Spike mentioned with disbelief.

“You were already a royal advisor, Spike.” Twilight said with a slight chuckle.

"Well, at least he didn't make you wear some princess dress." Attea mentioned with a look.

“I don’t know. I kinda like it.” Ruby said as she spun around. “Kinda reminds me of back home.”

“Glad you enjoyed it, Ruby.” Celestia said with a chuckle.

“No! Get your hooves off of me!” Mind yelled out while being placed in a police carriage. “I was a king! A king!” He cried out before he was taken away, all while the three figures looked down from on top of the castle.

"Don't fool yourself." One of them said before the third one had his hoof glowing red as he melted the crown. "You were never a king."

“Let’s go and continue our plans and search for allies.” The second figure said as they then walked off as a red portal opened up and they vanished.

Author's Note

I forgot to show this information video in the last chapter, so here it is now:

Also, here is two images for Chronos aliens:

Dark Matter

POWERS AND SKILLS

● Dark Matter is agile enough to dodge and counteract attacks

● It is also extremely strong

● Dark Matter is capable of producing an energy attack on your hands, which can enclose your targets in reddish crystals

And Humungoraptor

POWERS AND ABILITIES

▪ Humungoraptor tail is capable of creating red energy when it hits the ground.

▪ Humungoraptor has a thick armored skin with a gold coating on its arms, which makes it very resistant

▪ Humungoraptor can release a powerful beam of red energy from its mouth

Chapter 14: What's Wrong with Misty?

It seemed like a peaceful night in the middle of an open field close to train tracks, but then suddenly an engine train drove by in the tracks at high speed while the passengers inside were screaming while the conductor was trying to get control. “Can’t we slow down!?” One of them yelled to his partner.

"I'm trying, but the brakes aren't working!” The conductor yelled out. "We can't stop!" He yelled as the train went on the tracks very fast as they passed a train station.

At that train station, Misty was looking at the train route as she and the others decided to have a nice little break from traveling while the mobile base was under repairs again. "Huh, I wonder if there's a place where both griffons and dragons live." She mentioned before she saw the train coming up.

The train then went up but went past the station as the creators on it felt the wind nearly pushed them back while others were complaining about it passing by. “Hey! You missed the station, conductor!” Misty yelled out, but then saw the passengers screaming on the train as they took off, making Misty realize something. "That's not a mistake." She said before she went behind a wall and activated her Omnitrix.

Misty then turned into her version of Big Chill as she took to the air and flew ahead to the out of control train as the passengers kept screaming. But then Misty got in front of the train and then used her ice powers to freeze the wheels as the train then started screeching on the tracks while Misty flew in front and used her strength to stop the train as it slowed down before it came to a complete stop. She then intangible the phase right through the train and put out the engine by freezing the coal burning engine that ran it.

Once it was safe, every pony on board got off as the conductor and co-conductor went up to Misty. "What is that thing?" The conductor asked after seeing her.

“Who cares? She saved all of our lives.” The co-conductor said with a smile as he went up to Misty. “Thank you.”

Misty said nothing as her wings folded back into a cloak before she started taking bites out of the engine. "Hey, what are you doing?!" The conductor questioned before packing up when she managed to trip off a piece of the engine and ate it. She then looked at the group of ponies and gave out a frightening hiss at them.

The next day in the mobile base parked near a river, Misty was in the bathroom while Delta and Dust were making repairs to the mobile base while everyone else was outside. Misty then rinses her teeth out, but then she feels something sharp in her teeth. She gently digs into her mouth before taking out a piece of metal.

“Where did this come from?” Misty asked in confusion as she tapped the metal onto the tap of the sink, which made her even more confused. “Metal? How did a piece of metal get between my teeth?” She questioned. "How…How did…?" She tried to remember how a piece of metal got between her teeth but everything was blank after she transformed last night.

Helix was playing a video game with Button Mash and Gallus as they didn't see Sweetie Belle, Silverstream, or the alien girls walking up behind them. “Okay, ssshh. Let’s get the jump on them.” Sweetie Belle whispered with a smirk.

“Oooh, this is gonna be so exciting!” Silverstreem muttered while trying not to make a sound.

“Three, two, one.” Helen counted before the alien girls, Silverstrem, and Sweetie Belle tackled Button Mash, Helix, and Gallus down, the alien girls with Helix, Sweetie Belle with Button Mash, and Silverstream with Gallus, as the three boys yelped and gave startled screams as they were tackled down as the video game said ‘Game Over’.

This let the boys let out a frustrating groan before they looked at the girls. "Why did you do that?!" Button yelped before Sweetie Belle levitated a flier over to them.

"The town is having a midsummer dance and both Apple Bloom and Scootaloo asked Tender Taps and Rumble to go." She mentioned with a small smile.

“Wait, you want us to take you girls to the dance?” Gallus questioned in shock.

“Great! You agree, Gallus!” Silverstream said cheerfully. “You’re dancing with me!” She added as she flew off.

“What?!” Gallus questioned with a huge blush on his cheeks. “Wait!”

"That means you're going with me, Button." Sweetie Belle mentioned before walking away as Button Mash did a double take.

"See you there, beloved~." Looma said with a cheerful smile.

“Remember the lessons I gave you last summer~.” Helen said with a smirk as Attea, Lolaxx, and Zs'spoocy gave a wink as they walked off.

Helix gave a sigh as he turned to Button and Gallus a smirk. “Sorry, guys. But it’s best to just take the girls.” He said with a smirk.

“How can you be so calm, Helix?!” Gallus questioned.

“When you have so many alien girls as girlfriends, you tend to be prepared for certain events.” Helix said with a chuckle. “Trust me, learn that the hard way.”

“Dude, you are so lucky.” Button complained as Misty then walked up to the three boys.

“Okay, Helix. I cannot stress enough the importance of flossing.” Misty said to her cousin.

“Yeah, so what, cous?” Helix questioned with a brow.

“I found this piece of metal in my teeth.” Misty said as he lifted up a piece of metal.

“What?” Gallus questioned with a brow. “How can you get a piece of metal in your teeth?”

“I don’t know.” Misty said in wonder. “I think something’s wrong with my powers.”

"What makes you say that?" Helix asked with his head tilted.

"Well, last night I kind of blacked out when I transformed and I don't remember what happened after that." Misty mentioned with a worried tone. “Did you experience anything like that before when you first had your Omnitrix, cous?”

“Actually, not really.” Helix said with a brow. “Aside from the mistransformations, I never experienced something like that.”

“Uh, Helix? What do you know about girls?” Gallus questioned as he and Button gave nervous expressions.

“Seriously?” Helix questioned.

“What? We’re not good at taking mares to dances.” Button said to him nervously. “What if we mess up?”

“What if they want us to waltz?” Gallus questioned. "What if we use improper soup spoons?!"

“If they want you two to dance, you dance.” Helix said to them. “I had the same experience when I went to my uncle’s wedding.”

"And there's no such thing as a soup spoon for eating." Misty mentioned.

“See. If we were pros at fancy dancing, we know stuff like that!” Gallus stated.

“Gallus, you saved Equestria’s magic from Cozy Glow two years ago with your friends, you encouraged Silverstream to face her fears. And Button, you have known Sweetie Belle since you were little.” Helix said with a smirk. “I’m sure you guys can handle the midsummer formal.”

“Maybe we should watch a DVD on dancing. Or take lessons from Rarity and Fluttershy.” Gallus said while rubbing his chin. "And maybe we can ask Sandbar for advice considering he asked Yona out before."

“And maybe learn about fancy utensils. Just to be sure.” Button said as he and Gallus walked off with nervous expressions.

"It makes you wonder if Smolder is going to ask Spike out." Helix mentioned before he noticed the worried look on his cousin's face. “Look, obviously we're going to be too busy. So why don't you ask Twilight or the others to help out?"

“I-I’ll try.” Misty said with a nod.

“Good luck. Now if you excuse me, I have to prepare myself with my alien girlfriends before they try and fight me over them, again.” Helix said as he walked off as Misty raised a brow.

“If I ever find love, I’m sticking with one guy.” Misty commented.

Twilight, Flash, and Tempest were seen walking through town as they were doing a little sightseeing. “You know, it’s nice to actually take time to relax and not have any enhanced psycho villain or aliens attack us from out of nowhere.” Flash commented with a smile.

“And the kids are going to have that dance that they were talking about.” Twilight said before she giggled. “I think Smolder might be nervous to ask Spike out.”

“You ponies and your fun.” Tempest said with a fond sigh. “But, it is nice to actually relax every once and a while.”

And then Misty came walking up to them. “Hey, Flash, Twilight, Tempest.” She spoke up as the three adults turned to her.

“Misty?” Flash asked with a surprised smile. “What got you to come to us? Don’t one of the guys want to ask you out on the dance?”

“Not many guys in this group and most of the girls were asking the boys out.” Misty said with a slight chuckle before she frowned. “But, I want to talk to you three about something.”

“Is it something serious?” Twilight asked in concern.

“Not sure. Last time I used my powers, I had a blackout.” Misty said as she showed them her Omnitrix.

“That’s strange. You don’t remember anything?” Tempest questioned with a brow.

“Well, I remember slapping the Omnitrix down, but that’s about it.” Misty said as she looked at her Omnitrix. “I tried asking Helix about it, but he never experienced something like this before.”

"Well, how about we try again tonight?" Flash suggested. "You can transform again and we'll follow you. Twilight is really good at taking notes, so she'll be able to write down what's happening if you block out again."

“Sounds like a plan.” Misty said with a smile before she frowned. “Are you sure you three can keep up?”

“We handled a lot of things. Don’t worry.” Twilight assured with a smile.

Later that night, they all were in the park as they were prepared for anything that might happen. “Ready?” Twilight asked Misty.

"Okay, which one do you think I should turn into?" Misty asked as she activated her Omnitrix.

“Surprise us.” Tempest told her. “It doesn't matter who you transform.”

"And if you want something really simple, try Graymatter." Flash suggested.

“Good idea.” Misty said as she switched to Greymatter. “Well, here goes.” She said as she slammed the core down and transformed into Greymatter. But then shockingly, she suddenly switched into Big Chill.

"Okay, that was definitely out of the ordinary.” Twilight mentioned before Misty flew off.

“Well, let’s get after her.” Tempest said as Twilight got her into her magic as she and Flash took to the air after Misty.

A few minutes later, Misty landed at an outdoor hay burger joint as Twilight, Flash, and Tempest landed behind her. Twilight then started writing down her notes. “Followed Big Chill to a hay burger joint.” She said while writing it down.

They noticed that she went up to a buzzer and started hitting it. “It looks like she's hungry.” Flash mentioned as Twilight wrote it down.

“Nothing weird here.” Twilight said with a brow.

"So far…" Tempest mentioned as they continued to watch. Just then, a mare held a metal tray of a drink and hay burger, but then the mare screamed and tossed the tray up when she saw Big Chill. She then ran off screaming as Big Chill then ate the metal tray.

They were surprised that she ate an entire tray and none of the food that was on it in one gulp. “She's very hungry…" Twilight mentioned before writing it down.

“Uh, that’s a weird diet.” Flash said weirdly.

Misty then started eating the buzzer before she walked up to a stallion with headphones listening to music before he looked at her reflection from his drink before he turned and saw Big Chill. “Scram.” Misty said with a hissed as the stallion ran off as Misty began to eat the pillar before releasing some ice and started freezing them before they shattered and she started eating them.

“Support beams, metal roof…” Tempest listed out as Twilight wrote it down. “We definitely have a problem here."

Misty flew up to the metal statue and started eating the hay burger part before eating the statue itself. “Well, whatever is wrong with Misty, it looks like she’s only interested in eating metal.” Flash noted as Misty gave a belch. “Ugh, that’s not right.”

“No it is not. And a bit disturbing.” Twilight said as she kept writing her note down.

“More.” Misty hissed as she flew off while the others then followed after her.

“Big Chill! Misty!” Flash called out.

“Wait up! We just wanted to talk to you!” Twilight added, but Misty either ignores them or thinks they’re not there.

“I don’t think she’s listening to us.” Tempest said as they turned a corner to an alley as Misty went through the building as the three ponies stopped.

“See ya.” Misty said as she went through the wall.

"And…we lost her." Flash mentioned with a worried tone. "What do you think is happening to her?"

The sun rose as Misty was in the middle of the desert next to a large crater with a mountain of chunks of metal inside of it. She laid on the ground before she opened her eyes and held her head. “Where am I…?" She asked herself in confusion as she doesn't remember what happened last night, like the night before.

Soon, Misty was back in the mobile base as she was looking through the fridge. “They gotta be here somewhere.” She said to herself before she spotted a jar of pickles. “Gotcha.” She said as she took the jar out and started eating some pickles with a smile.

Just then, Helix then walked up to his cousin with Gallus and Button Mash, who gave a startled yelp. “Where have you been, cous? You’ve been gone all night.” Helix told her.

Misty finished her piece of pickle and handed out the jar to the three boys. “You want a pickle?” She asked with a smile, which made them raise a brow.

“Uh, no thanks.” Button said in awkwardness.

“More for me.” Misty said as she ate more pickles.

“Will you forget about the pickles?” Gallus questioned her. “We’ve got a major problem.”

"I know, it's my powers." Misty mentioned while eating a pickle. "Something happened when I was with Twilight, Flash, and--"

"Misty!" Smolder called out as she had a frustrated look on her face. "I've been looking all over you! The dance is tonight and I don't have anything to wear or how to ask him out!"

“Knew it.” Helix said with a chuckle.

“Smolder’s been going at it all night in breakdowns.” Gallus said before he chuckled. “She really had it out for Spike.”

A bit later, Misty was searching through her old clothes while Smolder was with her as she ate more pickles. “You sure it’s going to work, Misty?” Smolder asked nervously.

“Trust me, Smolder. It’s one of my grandma’s dresses.” Misty assured as she kept searching.

“We don’t even know your grandma.” Smolder pointed out with a brow as Misty took out a purple dress with pink highlights.

“It’s one of the few things my Grandpa kept from his time with her when they were younger.” MIsty said as she gave the dress to Smolder. “You’re the same size, or close enough since you’re a dragon.”

"Wow, this actually looks nice.” Smolder mentioned with a surprise tone.

“Kept it in perfect condition since he gave it to me.” Misty said with a smile.

After a few minutes, Smolder got into the dress as she looked herself in the mirror while Misty was having herself another pickle. "Wow, this looks really great on me." Smolder mentioned with a smile.

“You look great, Smolder. Like the other dresses you wore before.” Misty said as she took another bite of her pickle.

“Oh, haha, very funny.” Smolder said with a brow as Gallus and Button were having trouble with their suits that Rarity made them.

“Don't ties like these supposed to be on clips or something?!" Gallus asked while trying to tie his tie into a bow tie.

“Not if you're older than twelve.” Misty said as Smolder chuckled as Button got his hoof caught.

“My hoof is caught!” Button panicked as Helix then came in, wearing a suit.

“Okay, I can hear you two panicking from the other side of the base.” Helix said with a chuckle as Misty then started fixing up Gallus and Button’s ties. “It takes practice I had with my parents."

"Plus it doesn't hurt to ask.” Misty mentioned as she finished tying their ties for them. "There we are, don't you all look dapper." Gallus and Button smiled as Misty ate the last of her pickles and then drank the pickle juice as well, which made the others give a brow.

“You sure do like pickles.” Gallus said with a smile.

“Yeah. I wonder if we got any more of these.” Misty said while looking at her jar.

“You okay, cous?” Helix questioned with a brow. “Because normally you don’t drink pickle juice. Let alone eat an entire jar.”

"Yeah, I'm fine." Misty simply replied. “But if you need some advice, get Helen those blue roses that she saw last week and enjoyed. Looma seemed to be into those orange daffodils when we saw a meadow when we drove by some. Attea likes blue tulips, Lolaxx likes purple daffodils, Zs'spoocy likes yellow roses, Silverstream loves the special rainbow colored roses that are in one of the shops in town, and Sweetie Belle likes the special pink sunflowers." She then looked towards Smolder with a smile. "And just be yourself when you ask Spike out and make sure you boys give the girls nice corsages." She finished as she walked out.

The three boys and Smolder watched her go as Smolder looked at her reflection with a smile as she adjusted her dress. “Care to dance with me?” She asked in a fancy tone with her paw in a fancy manner while Gallus was scratching his head.

“What’s a corsage?” Gallus questioned.

“I have no idea.” Button said as Helix sighed while shaking his head.

A bit later at night, Twilight was with Flash and Tempest as they were going over the notes that she wrote down the other night. "Can't believe she ate all that last night." She said with disbelief.

"I'm surprised she didn't look full." Flash mentioned with a surprise tone.

“Do Misty and Helix’s alien forms allow them to feel and eat the foods they have after they transform?” Tempest questioned.

“Well, most of the time, but metal isn’t one of their tastes.” Flash said while rubbing his head. “This is very strange, even for Big Chill standards.”

"Hey guys!" They heard Helen called out as they saw her with the other alien girls in their equine disguises walking up to them.

“Hey girls.” Twilight said with a smile. “Are you all ready for the dance?”

“We sure are.” Zs’Spoocy said with a smile before Flash steps in.

“Have you girls seen Misty lately?” Flash asked in concern.

“No. Haven’t seen her all day. What’s wrong?” Attea asked.

“We don’t know. We haven’t seen her since yesterday.” Tempest said while rubbing her chin. “She turned into Big Chill and then disappeared.”

“That’s a big strange.” Lolaxx said with a brow. “Usually Helix does that sometimes.”

"Sometimes to have fun, like when beloved froze a bench before Spike and Rainbow sat down." Looma mentioned with a small giggle.

“Heheh, yeah, they really had frostbites on their rumps.” Zs’Spoocy said with a smirk.

"It was funnier than when he used Stinkfly, although I can't believe Pinkie Pie actually ate her sandwich with that stuff on it." Helen mentioned with a slight shiver at the thought.

"Yeah, please don't remind us." Tempest asked with a disgusted look.

"Besides, we're sure that Misty will show up." Attea said with a shrug.

“Speaking of which, there she is.” Helen said as they saw Misty walking up to them. "Hey Misty." She greeted. “We’ll catch up with you guys later. Gonna go see if the boys are ready.” She said as she and the rest of the alien girls walked off.

Flash and the two mares went up to Misty as Flash gave her a relief hug. “We were so worried about you, Misty.” Flash said in relief.

“I’m a little worried too.” Misty said in great concern.

“Where did you go yesterday?” Twilight questioned her.

“I don’t remember.” Misty said in concern. “What happened?” She asked as Twilight brought out her notes.

“Let’s see, 6:30 p.m, you transformed into Big Chill.” Twilight started.

“Are you sure? I programmed Greymatter.” Misty said in surprise.

“You did. But for some reason, you transformed into Big Chill after you just turned into Greymatter.” Twilight stated. “At 6:32, ate stalls, 6:35, ate giant metal burger, 6:36, ate giant metal statue eating giant metal burger, 6:38, ate a metal lamp post, 6:41, ate a wagon washing sign, 6:42, ate the wagon wash, 6:43…”

“Wow, you take great notes, Twilight.” Tempest commented.

“No wonder she’s well organized.” Flash said with a smile.

"So, the entire time I was eating?" Misty asked with an unsure tone.

"You really don't remember any of this?" Twilight asked her.

“I just remember waking up in a ditch this morning before finding my way back.” Misty said in complete concern as she walked up a bit. “What’s happening to me?”

“Maybe there must be a malfunction with your Omnitrix.” Flash suggested while rubbing his chin. “I mean, we never saw Helix had that problem, but you, I think it’s because you got the prototype Zennith made, there would bound to be a few bugs.”

"But still, what if something happens and I end up hurting my family?” Misty asked with a concerned tone.

“Don’t worry, Misty.” Twilight told her. “We’ll get the others. They can help and we’ll solve this problem.” She assured Misty with a smile.

Misty gave a smile to them, but then her eyes widened as her face turned blank as she looked off in the distance. “Misty?” Flash asked as Misty unconsciously activated her Omnitrix and slammed it down as she transformed into Big Chill again. “Oh no.” He muttered as Big Chill flew off.

"Let's go before she gets too far!" Tempest called out as they started to chase after her.

They followed Misty to some sort of secret base as she was already eating a bunch of metal. Twilight quickly noticed the old gears around as well as the steam powered equipment. “Wait, I know these details.” She said before she groaned. “Oh no.”

“What? What is it?” Flash asked his marefriend.

“This must be the Steamers base.” Twilight muttered. “I think Misty found an all you can eat buffet.”

"What is this intrusion?!" They heard Steam Wrench questioned before they saw the Steamers up on a balcony.

“Uh, it’s a long story.” Twilight said with a sheepish look.

“Well, your friend is about to be history for coming here and…eating our equipment?!” Steam Wall shouted with a bit of confusion as Misty turned to them.

“Stay out of my way.” Misty hissed.

“Oh, is that a challenge?” Steam Wrench questioned. “Then come our Mechanoids!” Soon a bunch of steam powered robots came out in marched towards.

“I warned you.” Misty said as she then released an ice breath to freeze some of the Mechanoids before she pounced on some of them and started taking bites out of them.

The Steamers looked in shock as Twilight, Flash, and Tempest gave sheepish looks. “Well, at least she’s eating the bad guys’ army.” Flash said optimistically while Twilight, Tempest, and the Steamers gave him a look. “Too soon?” He questioned with a shrug as Misty continued to munch on the Mechanoids.

"Do you have any idea how much they cost to build?!" Steam Screw shouted with anger.

Meanwhile, the boys were getting ready for the dance at the mobile base as each of them were wearing a tuxedo. “Well, I hope we’re ready.” Gallus said nervously.

“Yeah, it’s just a dance, right?” Button asked nervously. “Nothing to worry about. We look pretty good.”

Gallus then breathed out as he smelled his own breath as he cringed. “Ugh, I should've brought some gum.” He muttered.

“You guys chill.” Helix spoke up to them with a smile. “There’s nothing to worry about. It’s just a dance.”

“Yeah, there’s no need to be scared.” Sandbar said with a smile. “Trust me, Yona had similar problems but everything turned out okay.”

“Though, I’m surprised Smolder asked me out.” Spike said with a small smile while rubbing his arm. “That is so unlike her.”

“Try being asked by Applebloom.” Tender Taps said with a small smile. “We danced before, so I had no problem.”

“Well, to be honest, I think dancing with Scootaloo might be a bit extreme, knowing her personality.” Rumble commented.

“Heh, at least you guys have someone to dance with.” Manny said with his arms crossed. “Because I got nothing.”

"Let's just hope things will go smoothly." Helix mentioned before the girls came out of their side of the mobile base as each of them were wearing beautiful dresses, including Scootaloo.

The boys were stunned by the girls’ beauty. “Wow.” They all muttered.

"I must admit, this does look great on us." Looma mentioned as she looked over her black dress. "That design pony knows her stuff. What do you think, beloved?"

“Uh, um… uh…” Helix stammered while having a huge blush on his cheeks.

"I think he loves how we look." Zs'spoocy mentioned with a slight giggle.

“He is always speechless when he sees us in something that is attractive.” Helen said with a smirk.

“Wow, Scootaloo…” Rumble said while looking at Scootaloo, who gave a grin at his expression. “You look…”

“Awesome? Yeah, I know.” Scootaloo said with a smile.

“You know, I never took you as a dress kinda pony.” Rumble commented while still looking at Scootaloo. “Because you’re more into stunts.” That compliment made Scootaloo blush a little.

"Hey, I'm…I'm still a filly." She mentioned as Tender Taps walked up to Apple Bloom.

“Wow, Apple Bloom, you look amazing.” Tender Taps said with a smile.

“Thanks. I got the same expression from my sister.” Apple Bloom said with giggles. “Her jaw completely dropped because of how I look in this dress.”

"Ya better treat my little sister, fella." Applejack mentioned as she walked by.

“I promised!” Tender Taps quickly said with a nervous smile as Applebloom giggled from that.

Gallus then went stunt silent as he saw Silverstream walking up to him with a cheerful smile. “So, what do you think of this dress, Gallus?” Silverstream asked cheerfully as Gallus just stammered as she giggled. “I guess I got your tongue, huh?”

Gallus quickly shook his head before he handed her a corsage in a clear box. “Here you go, it's a corsage." He said with a blush on his cheeks.

"Wow, it looks pretty." Silverstream said as she accepted the corsage.

Soon, the boys then gave the girls their own corsage, while Helix being the most because of his girlfriends, as they all smiled and looked at the corsage. “These are amazing.” Sweetie Belle said with a smile.

“These are amazing.” Smolder added as the boys smiled.

Back at the Steamers’ base, Misty continued to eat the Mechadroids. “Some creatures just don’t listen.” Misty said naturally as she ate another droid. “But they do give you the proper meal.”

"You dear treat our creations like this?!" Steam Screw shouted with an irritated look. Each of the Steamers then had an arm cannon on their hooves as they started firing at Misty. Misty however turned intangible as each cannibal phased right through her.

“Don’t hurt them!” Flash called out.

“They won’t feel a thing.” Misty said as she then used her ice breath and froze the Steamers’ body, except for their heads as they struggled to break free as Misty continued to eat the base before a large vat of magma. She flew up to it before she made it tilt and poured right into her mouth as she drank some of it. She then let out a belch before she took off into the air.

Twilight, Tempest, and Flash rushed after her as Misty looked down and saw the three following her. “Stay away.” She hissed as she created an ice dome around the three, trapping them inside as they watched Misty flying away.

“Misty!” Twilight called out, but Misty was already far away as the three looked out in concern.

Back at the crater, Misty returned to the spot as she then started regurgitating the metal and magma, which is now molted, onto the crater as she started filling it up.

Soon, the young group were now walking up down to a building where the dance is being held as the alien girls had their disguises on while they still had their dresses on. “So, you guys are ready for this?” Helix asked the boys.

"I can't believe you got us each our favorite flowers." Attea mentioned as each of the girls were holding their favorite flowers. "How did you know?"

“You can thank Misty for that.” Gallus spoke up. “She really knows our colors and is pretty thorough.”

"Misty helped you?" Silverstream asked with a bit of a surprised tone.

“Well, only a couple of us.” Button said to them. “Mostly me, Smolder, and Gallus. She even did Gallus and I our ties. And gave Smolder a dress.”

"Really? She gave you dating tips and helped you tie your ties?" Helen asked before she remembered what Twilight, Flash, and Tempest told them earlier as she had a thought on her mind. “We have to go find Misty.”

“Why did you say that?” Button questioned with a brow.

"Are you just saying because you think that we did something wrong?" Gallus asked with a nervous tone. "Because we totally learned the proper spoons and everything. Outside to inside, right? Or was that little too big? Oh man!”

The other alien girls have the same feeling. “We think Misty might be in some kind of trouble.” Lolaxx said.

“What makes you say that?” Sweetie Belle questioned before Manny’s plumber’s badge went off as he answered it.

“Kids, Misty as Big Chill is on a rampage!” Flash called out through the badge.

“Does that answer your questions?” Manny questioned with a brow. “Flash, where are you?”

"We're trapped in a frozen dome when we tried to go after Misty." Twilight spoke through the badge. “Delta and Dust are here getting us out now but we don't know where Misty went."

“The Plumber badges and my Omnitrix have a lock on Misty’s Omnitrix coordinates.” Helix said as he activated his Omnitrix as a holographic tracker was revealed to show a spot where Misty is. “She’s just out of town a mile west in the middle of the desert in a clearing.”

"We'll meet you all there!" Delta spoke through. “I'm sending Glitch to pick you all up."

“Okay, we’ll meet you there.” Helix said as Tender Taps sighed.

“Well, so much for a dance.” Tender Taps said in disappointment.

Soon the group made it out into the desert and they saw a crater where Misty seemed to be resting on top of a big pile of metal. "Yeah, that definitely looks weird, even for Misty." Helix mentioned before they carefully made their way down the crater. “Misty!” He called out as Misty turned to them. “It’s us, your friends, we can help you.” He spoke up.

Misty stood up and spread her wings. “Go away!” She growled at them.

"Misty, calm down, we're just here to help you.” Dust mentioned with a calm tone before Misty flew up and started to breathe her freeze breath right at them. They quickly ducked out of the way before Helix activated his Omnitrix and transformed into NRG.

“Time to turn up the heat a bit!” NRG said as he charged at Misty, but she tackled NRG down as she started eating his suit. “Hey! Stop eating the suit! Why are you eating my suit?!” He exclaimed before he quickly reached his Omnitrix and slammed the core down as he transformed into Swampfire, which made Misty bite his plant arm as she hissed back in disgust.

Swampfire then blasted her with a fireball to knock her off before standing up. "Something is definitely off about her." Fluttershy mentioned with a worried tone.

“You think?!” Manny questioned as Smolder then launched a magical claw at the pile, which Misty quickly grabbed and then sent an ice breath at her, but Smolder blocked it with her magic shield.

“Misty! Stop! We’re here to help!” Delta yelled out.

“I don’t want any help!” Misty hissed as she flew towards them, but Twilight and Smolder then created a magic bubble and trapped her inside as she struggled to break out. “Let me out!”

"Let's see what that three thing is." Applejack mentioned as she walked up to the mountain of metal, which caused Misty to be very concerned.

"Stay away from that!" She called out with a very concerned tone before she phased right through the shield and flew right towards Applejack. Looma quickly stood in the way as she swung her hammer and knocked her back.

“Careful! You hurt her!” Flash exclaimed.

“Not for long.” Swampfire said as he walked up to them. “I know my aliens. They can take the worst hits. Misty will be fine.”

"She seems very protective of that thing." Attea mentioned as she pointed towards the pile. "Maybe that's what's controlling her."

"Then let's break it." Manny said before he jumped up and slammed his fists right on the pile, only to get a gush of green goo all over him. "Oh gross! Why is this thing filled with goo?!"

Then the goo startled bubbling. “Maggot goo?” Applejack said in disgust.

“That’s just gross!” Rainbow called.

“Wait, I’ve seen this before.” Xylene said in realization as icy blue bubbles appeared all around them as they all looked on in curiosity. Attea poked one of the bubbles as nothing happened, didn't even pop. Then suddenly, one of the bubbles morphed into a miniature version of Big Chill as most of the girls found the little one adorable, especially Fluttershy.

"This is a joke, right?" Gallus asked before the baby Big Chill flew over to Misty. Then one by one, each bubble turned into a baby Big Chill before they flew over to misty, including a very tiny one.

“They are so cute!” Fluttershy squeaked with sparkles in her eyes.

“Baby Big Chills?” Swampfire asked in surprise.

Soon, the rest of the baby Big Chills flew up to Misty as they flew around giving cute sounds before they flew off. But Misty looked down and saw the tiny baby Big Chill looking at her as she carefully held it. “Go on. Fly.” Misty said as the tiny baby then flew off into the night sky with its siblings as Misty watched with the others behind her.

“Okay, that was weird.” Manny said with a brow as Misty and Helix then timed out as Misty looked around in confusion before she turned and looked at the others.

“W-What just happened?” Misty asked in confusion.

“Uh, you might want to sit down for this, Misty.” Twilight said with a sheepish look while Misty gave a confused look.

Soon they were out of the crater as Delta held a device in front of Misty that showed her the baby Big Chills. "So yeah, those are the kids you just had." Delta told her as she looked on with disbelief.

“How?!” Misty asked in complete shock. “H-How is that even possible.”

“It says here that Necrofriggians, Big Chill’s species, lays eggs once every 80 years or so.” Dust explained while looking at the details.

“They’ll live in space where it’s cold. And they feed on solar plasma.” Xylene added. “You won’t be seeing them again anytime soon.”

"Oh well, I guess we can't expect a big family reunion from them, Mommy." Helix teased Misty.

"Shut up…" Misty grunted as she blushed with embarrassment.

“That explains the metal and pickle cravings.” Button said.

"Necrofriggians do prefer eating metal." Dust mentioned with a smile.

"And why she gave us advice." Smolder added.

“I can give advices way before and better than Helix.” Misty said with a smirk.

“Hey!” Helix said in an offended voice.

“It can happen.” Manny said with a smirk.

“But still, this is embarrassing.” Misty said while feeling embarrassed.

“I think you would’ve made a great mother.” Fluttershy said with a smile.

"Yeah, try explaining that to my parents." Misty mentioned before she went into the mobile base.

“Well, this didn’t turn out to be a good night after all. We missed the dance.” Sweetie Belle said sadly as were the other girls.

“I was so looking forward to it.” Looma mentioned with a sad tone before Delta went into the mobile base and turned on some slow music for them to hear.

“Dad? What are you doing?” Helix asked as he and the young group turned to him in surprise.

"You all deserve to have a little fun now and again." Delta mentioned with a smile.

“So go along, children. Have your fun. We’ll give you some space.” Dust added as she and the rest of the adults stepped aside to give them room.

The children looked surprised by the boys smirking as they turned to their respective dancers/lovers as they offered their hands/hooves to them. The girls smirked as they accepted their hooves/paws as they each started slow dancing while they smiled to one another while Helix kept switching his girlfriends a short bit so they could take turns as the adults watched as fireflies flew around them as the music kept playing.

The night might have been a weird one, but it was a night that neither of them will ever forget.

Author's Note

Here are some information about Big Chill's species and Home Planet:

Chapter 15: An Alien Swarm is Coming pt. 1

Somewhere in a town, creatures were going about their day as Helix was walking with Looma, in her equestrian disguise, out of a building. "So, your home planet is literally a dangerous place and the reason why you make Vehicles is to escape the creatures that are in the red sand?" He asked her with a brow and interest.

“That’s kinda the reason.” Looma said with a sheepish look. “Before our cities were built, we had to use boulders to keep off red sand and used vehicles to get away from the predator creatures." She mentioned as they turned a corner while not noticing a strange shadowy figure following them. "And it's the reason why my species fight."

“Yeah, I still feel the bruises you gave me when you came.” Helix said while rubbing his chin, still feeling the pain when he first met Looma. “Seriously, a quick detail would’ve been nice before the pounding.”

"Apologies, beloved, but I had to see for myself if you were strong enough." Looma replied before she stopped and looked behind them, but saw nothing.

“What’s wrong?” Helix asked Looma in confusion.

“I thought I sensed someone following us.” Looma said in a suspicious tone.

"What makes you say that?" Helix asked before they both heard buzzing coming from his Omnitrix before they looked and saw it wigging out as green sparks came off it. "Okay, that's different and a bit weird. It better not be broken again."

“Again?” Looma asked in confusion.

“Long story. But this is new. I didn’t screw around with the Omnitrix that much lately, but now it’s doing this?” Helix asked as he turned the dial a bit as the hourglass frizzled before it stopped frizzing out. “Weird. Maybe it’s a bit of a bug or something.”

“Perhaps we should keep going, beloved.” Looma suggested with a suspicious look. “We better regroup with the others.”

“Um, well, okay.” Helix said with a shrug. "I'll have Lolaxx look at it when we get back." They soon continued walking as a strange hoof came around the corner before a pure white eye appeared behind the wall as someone or something was looking at them. The hoof suddenly then turned into a large claw as it scratched along the brick wall before the figure walked away.

At the mobile base, Delta was at a hologram computer as he had a look on his face that shows that he is determined. "Are you sure that this deal involves alien tech?" Xylene asked him as sheet set a cup of coffee next to him.

“Pretty sure.” Delta said while looking at the hologram without turning to Xylene. “From what I can gather, these deals have been shipping across Equestria for a while. Plumber Intel thinks they might be selling alien tech. But they're not sure what. What will my father do in a situation like this?”

“If I knew Max, he would investigate face to face to see what he’s up against.” Xylene said with a smile. “Why not go and try and make a deal to find out what kind of tech they have and we report it to the Plumbers to stop it.”

"Well if I do, I'm going to need some backup." Delta mentioned before looking at her. "Remember the undercover mission on Grono 10?"

“How can I forget?” Xylene asked with a smirk. “You and Dust pulled off the trap that allowed me to catch them.”

“Good. Because I have a feeling we’re gonna do it again, with a few help.” Delta said with a smirk.

A bit later, Manny, in his disguise, was waiting in the warehouse tapping his hoof before he saw a nervous Earth Pony stallion coming. “What do you got for me this time, Fisk?” He questioned, dropping his disguise as he met him, having had a connection with him by Powers back in Manehatten.

“I knew you’d be the guy to call in this, Manny.” Fisk said with a nervous smile. “I’m a bit shocked that Helen and Powers aren’t here.”

"Powers ain't around and Helen is out on another errand." Manny mentioned with his arms crossed. "But word on the street is that you started to hook up with some strange devices to others, some alien technology? Where is it?"

Fisk then took out a dial and quickly sent a message. Which got three ponies rolling in vehicles with suitcases, which Manny raised a brow at Fisk. “I’m just a middle pony.” He said in defense as the three ponies stopped with a skid as two of them while the third one remained in his vehicle while they took off their helmets.

“You the buyer?” The brown unicorn stallion asked with a brow as he looked Manny over. “It's the first time that we're doing business with an actual alien."

"Just show me what'cha got." Manny told the stallion firmly. "What kind of alien tech you got?"

“The good stuff.” The brown unicorn said with a smirk as he and his partner put the suitcases down and opened them to show a series of alien chips inside glass containers as Manny picked one up and inspected it.

“This is an interesting piece.” Manny said with a brow. “But what is it?”

“You don’t know?” The brown unicorn questioned.

“You don’t know what this does, do you?” Manny guessed with a brow. “Is it some kind of weapon or some sort of equipment? This is important information for tech like this.”

“It’s alien technology, man. It gotta be worth some money.” The brown unicorn insisted. “Are you interested or not?”

“Okay, cool, man.” Manny said with his hands raised to calm him down before he gave a serious look. “Let me talk to my partners.”

“Partners?” Fisk asked in shock with a nervous smile. “You didn’t say anything about partners?”

“Neither did you.” Manny said with a smirk as coming out from the support beams, Helix, Lolaxx, Smolder, Zed, Misty, Attea, Delta, and Dust walked towards Manny as they looked at the sellers.

“You’re working with him?” Fisk asked while pointing to Helix.

“Actually, we’re working with my parents.” Helix said while gesturing to his parents while petting Zed. “Manny doesn't usually work, unless it involves punching things."

"Funny, man." Manny replied with a smirk.

“Who are these jokers?” The pegasus stallion questioned Fisk.

“I can't tell you. I’m just a middle pony, I only set up the meeting.” Fisk said with a nervous shrug.

"We're asking the questions around here." Delta said firmly before looking at the third vehicle. "But we pretty much like it if your friend there would step out of the vehicle and answer some questions with you." Soon the Third vehicle opened up as a stallion wearing a trench coat and a hat to cover his face came out of it. “Good, now where did you get this alien technology?” He questioned while pointing to the chips Manny was holding as Dust inspected them.

"More importantly, are any of you sure you have no idea what they are and what they can do?” Dust questions them.

“Attea? Lolaxx?” Helix asked his two girlfriends.

“We have never seen anything like it, Helix.” Attea said in thought.

“But judging by how complex they look, they might be… grade 9 tech at least.” Lolaxx said while inspecting a jar. Then both Omnitrixes started buzzing as both Helix and Misty looked at their watches.

"Well whatever they are, our watches are not liking them." Misty mentioned with confusion.

"Hey, this happened before last night when I was with Looma…" Helix mentioned. "You're walking back before my watch started doing this."

"I'm just surprised that you don't know about it, considering you're with the Plumbers." The stallion in the trench coat spoke up, which surprised the group that he knows.

“You mean they’re gonna pay for this stuff by fixing my toilet?” The brown stallion question with a brow.

"Let's just say the Plumbers are a code name for someone else." The stallion mentioned.

"And how exactly do you know about it?" Delta questioned the stallion in the trench coat before he walked up to him and his wife. The stallion then lifted up his head as they saw he was a light brown earth pony, one they were surprised to see.

"Because I worked with your father when I was with them, Delta." The stallion said with a straight look.

"Chip?” Delta muttered in shock.

“No way.” Dust muttered in complete shock.

“Oh, you still remember me.” Chip said with a smirk. “I’m touched.”

“Uh, can someone please explain what’s going on?” Misty questioned.

"Yeah, how come you know this guy?" Attea asked while pointing at Chip.

"Chip Micro, he was a plumber that worked with my father when I was still just a rookie." Delta explained. "He was one of the best there ever was.”

“Still the best.” Chip said with a firm look. “Until your father kicked me out just for doing something for my daughter."

"Wait, we were told that you quit and moved away with your daughter.” Dust mentioned with a confused look.

“Is that what Max told you? That I quit?” Chip questioned with a hurt glare at his two former friends. “Considering you’re son and niece have more power then all the Plumbers combined, you two sure don’t know much about what truly happened to me and my daughter when I was kicked off.”

"Uh, you want to keep talking like we know what's going on or acting like three ponies that aren't plumbers are here?" Manny pointed out as none of them saw a strange figure up on the support beams.

“What were you doing with these chips, Chip?” Delta questioned.

“I’m here to find you two.” Chip revealed to Dust and Delta, which shocked them. “I knew the Plumbers don’t exactly have adversities or go easy when they find out I'm involved in this, so I sort of set this up just to talk to you both. It's about my daughter, Rose Shine, she’s been abducted.” Helix did a double take when he mentioned that name.

“Call the cops.” Attea mentioned with a shrug. "Don't know why you went to all this trouble for that."

"That's because the cops can't help this kind of situation, it involves those chips and the Plumbers won't believe me if I told them." Chip explained while looking at the chips. "Those Nanochips are alive, and they took my daughter."

“We’ll help you find her, Chip. You’re a Plumber and a friend.” Delta said to him.

“Am I, Delta? Really?” Chip questioned with a look. “Because things have been pretty hard for the last couple years and I don’t recall either you or Dust even looking us up. Let alone even visit us.” He said as the figure raised a hoof as the chips then started moving around in a glow in their jars, which caught their attention while Zed started growling.

“What is that?” Smolder questioned Chip.

"Oh no, they're activating…" Chip said with a worried tone. "She's here…"

"Who's here?" Misty asked as Zed started barking at the chips.

“It’s a double cross.” Manny said as the other chips started to move more rapidly in the jars.

“A trap.” Lolaxx concluded.

“No. I swear I just wanted your help!” Chip pleaded before he looked at the three stallions. "You three need to get out of here now!"

“Uh, I’m with him on that, so…” Fisk said as he ran out as the chips then broke the glass and they started flyin around as they all yelped and tried to swat them away as the figure looked down at this.

“Bring him to us.” The figure said in a feminine tone as Misty and Helix tried to use the Omnitrixes, but were having trouble as they started glitching again.

"Come on, what's wrong with these things?!" Helix questioned with frustration as Attea pulled out her dual blasters and started shipping at the Nanochips.

"Helix, Misty, now might be a good time to go hero!" Attea called out.

“You don’t think we’re trying?!” Misty questioned as the Omnitrixes kept frizzing. “I think our watches are having a meltdown or something!”

“Don’t worry, I got your backs!” Smolder called as she then sent magic blasts at the chips as they then scattered around as Manny then jumped up and did a spin kick from a pillar that smashed some of the chips as some fell to the ground.

“Let’s get out of here!” The brown unicorn exclaimed to his partner as they got onto their vehicles and drove around as the chips then broke down some pillars, crashing the place as the two ponies then drove through the window and took off as Lolaxx took a piece of the chip on the ground and inspected it with the others.

“They’re not just chips. They’re some sort of alien nano technology.” Lolaxx summarized as the chip frizzed a bit before it stopped. "I've never seen anything like it now that I'm looking at it."

"Didn't Chip say that they're alive?" Helix mentioned before they saw the other chips started to fly up to the support beams where they saw the figure. The figure itself looked like it had a pitch black body with light blue lines marked. Her face was light blue with pure white eyes and no pupils as well as multiple horns on the sides of her head. "Who or what is that?!"

“Chip?” Dust questioned.

“I don’t know. I saw her the night my daughter was taken.” Chip said as Misty and Helix got into determined expressions.

“Read or not.” Helix said as he and Misty rushed in and finally got their watches activated. “Come on, Spider-monkey.” He said as he switched to an icon and transformed into Arctiguana while Misty transformed into Big Chill. “Arctiguana and Big Chill? This could work.”

"Just hope I don't lose control again." Misty mentioned before she flew up to the figure while Arctiguana used his freeze breath to slide up to it.

“I gotcha covered!” Smolder called as she fired a magic blast at the chips, but they created a hole to avoid them.

“Hold on, Smolder! We got this!” Misty called out as she was about to use her ice breath, but the chips smacked her away as she and Arctiguana avoided the other attacks. The chips then started grabbing at Arctiguana before he quickly recovered and dodged them.

"Are…are they trying to grab me?!" He questioned before he freezed some of the chips with his ice breath. "Not cool!"

“No one touches my cousin!” Misty allied as she and Arctiguana then combined their ice abilities and freezed the swarm completely in ice as they then shattered into pieces as she turned to Helix. “Are you alright?”

"I'm fine, but it looks like whoever that is is controlling the chips!" He mentioned as they saw the figure started to fly up as a bunch of chips started to swarm around her like a tornado. "Why don't we get some answers from her or him or…you know what I mean!" He called as he charged at the figure as he avoided the chips before he started firing an ice beam at the figure. The figure then got out of the tornado and shot another chip swarm at the others. “No!” He called as he charged in front of them and fired another ice beam that shattered them as he and Misty transformed back. “Are you guys okay?”

“We’re fine.” Attea said with a nod.

“Who is that mare?” Manny questioned before they looked up and saw the figure. "Or stallion… whoever that was, they're gone."

"And so is Chip." Dust mentioned as she noticed he was gone as well. "He said that creature was there the night they took his daughter, he must be going after whoever that is."

“Or he set this up as a trap to lure us in.” Lolaxx said before Helix spoke up.

“Did he?” Helix questioned with a look, which made the others a bit surprise. “Rose is missing and you think he caused this trouble just to kill us?” He questioned as they looked at the mess. “I’m not so sure. We gotta take some of these chips back and figure out what’s going on.” He declared.

They soon returned back to the mobile base as the Omni-Coptor took off into the air and they explained what happened during the mission. "So you knew Rose before you got the Omnitrix and everything?" Ocellus asked Helix after hearing how he knew Rose.

“I was 6 when we met.” Helix said with a serious tone. “I was actually the first friend she made before I met you guys. We used to hang out and do everything together before she moved away. For some reason, I don’t know. We haven’t written or even visited since then.”

"That's kind of sad to hear." Twilight mentioned before she noticed that they were going across the ocean. "Delta, where are we going?"

"To a Plumber base that's close by." Delta quickly replied. “We need to find out more about these chips if it's got Chip so scared. Unfortunately, we don't have the equipment here to properly study the chips we got."

"But luckily tech support might help out with this." Dust mentioned.

“Tech support for alien tech?” Gallus asked with a brow.

“Heh, there’s something new.” Rainbow commented as they then arrived at a secret location as the Omni-Copter landed in a main hangar as they exited the copter.

“I still don’t get it.” Xylene said with a brow. “Why sell alien tech on the blackmarket to find the Plumbers when he used to be one?”

“Because something happened to his daughter back when they used to live in our hometown and we weren’t told the truth about it.” Delta said firmly. “At any case, my father has some serious explanation to do when we meet him.”

"Wait a moment, this is near a historical landmark.” Luna mentioned as she recognized the landscape. "Do the Plumbers always hide their secret bases near these places or in them?”

“Some of them.” Dust said with a chuckle. “Other places are either stores or old warehouses that nobody would bother to look at. Keep the bases secret and secure unless you know them.”

“Huh, that explains a lot.” Celestia commented with a surprise look.

"And the construction back at Mount Alicmore should be done in about a couple of weeks by now." Delta whispered to Twilight.

Twilight nodded with a sheepish smile. “So, are these tech supports close by?” She asked, wanting to change the topic.

“We’re here.” A voice spoke up as the group turned and saw a female brainstorm and a male galvan walking up to them. “Sorry for the wait, Galvo was having trouble adjusting the quantum field to secure the base.” The female Brainstorming said while pointing at the Glavan.

"I did not, you did and it took you twice as long for a cerebralcrustacean." Galvo mentioned with his arms crossed.

“Hello, Galvo, Synapse.” Dust said with a smile. “I see you two are still keeping the base together and keeping the tech fixed up.”

"Well, for a Galvan such as him, he is remarkably good at it." Synapse mentioned.

"And for a Cerebralcrustacean, she was remarkably okay." Galvo replied before he looked at Delta. "By the way, your father arrived not too long ago. Would you like us to inform him?"

“Yes. And make sure to take a look at this.” Delta said as he held up a piece of the chip while Chip was hiding in the cargo bay as he watched the scene. “I want these chips scanned and to know what they are. And see if you can find a match in the Plumber’s database.”

Synapse picks up the chip while looking at it. “Intriguing. I’ll scan this at the Plumber’s scanners. Galvo, you go inform Max while we check this piece of alien tech out.” She instructed.

“Why do I have to do it when you get to have all the fun?” Galvo questioned with his arms crossed.

“Galvo?” Dust asked with a firm look.

“Okay fine.” Galvo said before he rushed off to get Max.

“Come with me. We have much research to be done.” Synapse said as she crawled off.

“Those two have some tension with each other.” Pinkie commented as the others nodded in agreement as they followed Synapse while Chip watched them go.

Soon, they were in a research center as they saw Synapse work while scanning the chips they gave her. “Engaging comprehensive interior and exterior scan. Biological and inorganic matter detective. Molecular density is inert.” The computer spoke up.

“Mmm, these appear to have both organic and inorganic materials within this.” Synapse said while the others watched in wonder.

“I have no idea what’s she’s saying half the time.” Ruby commented.

“I have never seen anything like this.” Lolaxx said while looking at a computer screen of the chips. “I mean, it’s alien tech, but it’s also a carbon silk combase lifeform.”

"What's even stranger is that this particular chip has vital signs." Synapse mentioned as she pressed up on the console to pull up a holographic screen that showed brain wings and vinyl signs. "It's almost as if it's alive, like one of those silicon based life forms.”

“So they’re alive.” Helix said with a serious tone. “Man, I’m liking this less and less.”

“Well, they were alive. But based on these readings, they lost their lifesigns not too long ago.” Synapse said while looking at the monitor.

“After a beaten they received.” Applejack said with a serious tone.

"Or maybe whoever was controlling them back at that warehouse turned it off so we can't track it?" Manny guessed with a shrug.

"Well those things were messing with our watches." Misty mentioned with a look. "Just what kind of chips are those if they're alive?"

“Not so certain.” Synapse said with an interesting look. “But I will figure it out. Perhaps if I can jump start an energy surge from this tiny chip to track their signature, but it will take some time to do.”

“Or we can find Chip and ask him where they came from.” Helix suggested.

"If we knew where he is, and if he still had his plumber badge." Delta mentioned with a look. "Can't believe my dad lied and said that he quit."

“He could’ve set us up.” Manny pointed out.

“He’s one of us.” Delta said firmly.

“He was one of us.” Xylene spoke up softly. “We don’t know who he is now. It has been a long time. We can’t trust him.”

Delta didn't look pleased. “At this point forward, I can’t trust anyone. I can’t even trust my father!” He retorted.

"Trust me with what?" Max asked, which nearly made the group jump in surprise as he came up with a bowl of soup.

“Hey, Grandpa.” Misty said with a nervous look. “We can’t trust you to make soup without putting baked moths or lizard gizzards in it.” She said with a nervous look.

Max looked at his soup with a smile. “Mmm. That sounds like a pretty good combo.” He commented, while Sweetie Belle gagged at that. “So, what is it for you all to meet here?”

"Oh you know dad, just wanted to show the kids some of the plumber bases that are around." Delta lied.

“Commencing scan.” The computer said as it brought out an image of the Nanochip.

"What's that?" Max asked as the chip was shown on the monitor. "Haven't seen that in a long time…"

"You know what it is?" Celestia asked him.

“Grandpa, there’s something you need to know.” Helix said, but then the alarm went off.

“Unidentified intruder in entrance bay 3.” The computer spoke up.

“We have an intruder in the base.” Synapse said in shock. “I’ll punch up a tracker on the compless to find the intruder.” She said as she then started up the cameras while Starlight used her magic to sense the intruder.

“No need. I got them.” Starlight said with seriousness.

They soon started running through a hallway with Galvo on top of Synapse's head. "They're in some lab up ahead!" Starlight called out.

"That's our lab!" Galvo called out. "They better not touch our new hydrogen atom generator!"

“We just finished the powercore!” Synapse added as they ran into the lap as they looked around for the intruder as Starlight turned to a table.

“Over here, guys.” Starlight said as they got into ready stances while Max raised his blaster.

“Whoever you are, you picked the wrong place to break into.” Looma said as she smashed her fists together. “You’re gonna be one punchable, fragile and baked…” She was cut off when Chip appeared in front of them, shocking them. “Stallion?” She asked in surprise.

Delta then lowered his father’s blaster. “It’s okay, Dad. You probably don’t recognize him.” He said.

"No, I recognize him very well." Max said with a tone as he raised his blaster at Chip. "What are you doing here, how did you find this place, and how did you get in?"

“One thing, I snuck in through the cargo bay of your son’s copter, really is roomy by the way. And snuck in while these two tech supports had the security field down for a bit.” Chip listed out while looking at Galvo and Synapse.

“I told ya to hurry.” Synapse said with a look.

“Oh stop it, it's not the time for that.” Galvo said with a look.

“We should really check the copter before taking off.” Button commented.

“It’s been a long time, Max.” Chip said with a look.

“You shouldn’t have come here, Chip.” Max said with a similar expression.

"Look, Grandpa, I'm pretty sure Chip snuck in here for a reason and it's probably to get some search for his daughter." Helix stood up for Chip.

“Of course. I knew I had seen those before.” Max said with a glare. “It’s time for you to go!”

“Max, I had to do that.” Chip said to him. “I need the help and the only way to get the Plumbers is by doing that blackmarket to get your attention.”

“You know the rules.” Max said to him.

“It’s my daughter!” Chip snapped. “She’s been kidnapped by whoever or whatever made those chips! I need the Plumbers to help to save her!”

"Come on, Max, he's desperately needing our help." Dust spoke up sincerely. "Plus we saw the one who is controlling those chips and I have a bad feeling about them."

"I can't trust him." Max said with a tone. “Get him out of here!”

“You’re not serious! He needs help to save Rose!” Helix said to his Grandpa in shock.

“That’s an order!” Max yelled firmly. "I know you and Rose were old friends, but you can't trust her father, no matter what he says."

“Then I’ll tell you what’s going on then and how I got fired.” Chip said as he glared at Max. “Max turned his back on me five years ago just for taking some chips that the Plumbers confiscated. The very same chips that attacked us, all because I wanted to study them and I discovered that they are alive." He said as they all turned to Max. “But he didn't believe me and thought I was lying. Then he threw us out in the street when we needed his help, and lied to cover his tracks! And my daughter is in danger and Max still won’t help us or even bother saving my daughter for that matter!”

"Mr. Max, you can't just ignore a little filly in danger from some alien technology that's alive." Twilight mentioned sincerely.

“No, your highness.” Max said. “Anything he said would be a lie.” He added firmly as he turned to the two tech supporters. “Galvo, Synapse, take him to the teleporter and send him back.”

“Dad!” Delta called in shock as were the others.

“Thanks for the help. You guys are real heroes.” Chip said sarcastically. “And Delta, Dust, thanks for being real friends. And Helix, I can already tell that you're nothing like your grandfather or your parents.” He added with a look as he walked out with the two tech supporters following to lead him out.

“What is wrong with you!?” Dust questioned with a look.

“There’s nothing wrong with me.” Max said firmly. “He’s a traitor. There’s something wrong with him.”

“Grandpa! There’s something wrong with you and don’t try to deny it!” Helix said angrily. “Chip is desperate to find Rose and you’re just turning that away and not even gonna help him find her!?” He questioned in rage.

"Helix, you don't understand, you're just a child." Max told him firmly. "You are forbidden to go anywhere near him."

"Sorry dad, but we're the ones who decide who he's allowed to go near or not, and Chip isn't one of them." Delta told him with a look.

“You lied to us when Chip left the Plumbers.” Dust said with a look. “He was a friend of ours and Rose was our son’s first friend. So why did you lie to us?!”

“I once trusted him until he betrayed me when he stole alien technology from our vaults and became a dishonorable discharge. A traitor.” Max said firmly. "He was the best plumber I've ever trained with and he betrayed us."

“That’s it. I’m out of here.” Helix said as he walked off.

"Helix Watch, don't even think about going after him!” Max ordered firmly as Helix just kept on walking.

Helix then stopped before he turned at his Grandpa. “You’re mad at Chip. But you’re thinking that Rose is just like her father. But guess what, I hardly knew my parents when I first met them and look how that turned out. And Rose is my first friend I ever met and now she’s in trouble and you won’t even bother to save her, not even for me.” He said as Max listened. “You may be a Plumber, Grandpa, and I also wished to become one someday. But after seeing how they act, especially you towards others, I would rather be a hero than a Plumber to help those in need, regardless of their past. Because if you want to walk out on one of my friend’s Dad, I’m walking out on you.” He said as Max felt hurt by his grandson’s words.

"You're not going anywhere without me." Helen spoke up before she went over to him. "Sounds like this is more than just a two pony job."

"Count me in." Looma said as she joined the two.

“You know I’m joining in.” Manny said as he stepped forward.

“I’ll tag along.” Twilight said.

“I’m always in.” Zs’Spooky said.

“I’m coming too.” Ocellus said as she came forward.

“So am I.” Lolaxx said.

“Wait for me.” Attea said as she came forward next as Zed came up to Helix and barked at him with a smile.

“I think Zed wants to come as well.” Helix said with a smile at his friend’s support.

“You kids should stay away from them.” Max said firmly. “Chip’s family is blacklisted. There can be no interaction between them and the Plumbers.”

“That’s the way you see it, dad.” Delta said with a look. “The way we see it, a friend is in trouble. And Chip’s the best link we have against the freak controlling them! A whole lot more creatures will end up in trouble. Besides Chip and his daughter!”

“That’s why we are going to analyze those chips and take care of this crisis by the book!” Max said firmly as the others watches. “I am not gonna bootleg this whole operation on that word of that one pony! That is my decision.”

“Well it’s the wrong decision!” Helix snapped with rage that his grandpa never saw.

"We're going with our son, and against your orders." Dust told Max firmly before she and her husband went to join her son as they all walked out.

Xylene was shocked. “Delta, Dust, you can’t break Plumber ranks.” She said in shock.

“Sorry, Xylene. But after what just happened, I don’t even trust my father for keeping this from us.” Delta said while giving a glare to Max. “We felt bad for keeping a secret from Helix and not seeing him grow up for years. So we’re going against the rules to help a friend and rescue his daughter, with or without any of you helping us, Dad. We’re gonna help Chip, and there’s nothing you can do to stop us from doing that. Since your rules are more important to you than your family.” He added.

"I'm telling you, you can't trust him.” Max repeated firmly.

“And we can’t trust you.” Delta retorted, which made Max hurt. “We’re leaving.” He said as he turned to the rest of the group. “If you all can find any info on the chips here, make sure you report back to us. We’re going to find Chip and help him find Rose.”

"So unless you give us more than a reason not to trust him other because of what happened, Grandpa, we're out of here." Helix told his grandfather before he and the others started to leave as the group watched them go as Starlight gave a glare at Max.

“I don’t know why Helix speaks highly of you until that behavior, Mr. Max.” Starlight said with a firm tone. “But one thing you want to know is that there’s more than just jumping to conclusions and more to the picture than it looks. Clearly you’re too blinded to see that.” She said as she walked off.

"Hey wait for me!" Trixie called out before she, Sunburst, and Twilight went after her.

The rest of the group looked at Max as they all glared at him for what he did as they all walked away from him while Max gave a complex look as he gave a heavy sigh, thinking about his choices if he made the right call or not.

Soon, Chip was walking around with a glum look at not getting help, but then he looked up and saw Helix, his parents, his alien friends, Ocellus, and Zed coming up on Glitch as they stopped next to each other. “What do you want?” Chip questioned with a look.

“Same thing as you.” Delta spoke up.

“We’re gonna help you find your daughter, Chip.” Dust added.

“What about Max?” Chip questioned with a brow.

“He’s not too thrill about it.” Manny answered.

“And you all are helping me anyway?” Chip questioned again as they smiled before he looked at Glitch. “Nice ride.”

"It's an engagement gift." Looma mentioned while hugging Helix.

"Don't ask." Delta quickly told Chip. "Now, how about you take us to your place where you've been researching the chips."

"I call them Nanochips." Chip said with a smirk. “Let’s roll.” He said as they nodded as they revved up and drove out of town.

Meanwhile, back at the Plumber’s base, Xylene was with Glavo and Synapse as they both were on a computer trying to hack into its mainframe with a determined look as the other half of the group walked up to her. “Xylene, what are you doing with the brainiac twins?” Flash asked her.

Xylene sighs. “Even I questioned Max’s motivations. And from how Helix, Delta, and Dust tried to talk him out. I want more info on those chips. If Chip took them from the vault, they should be in the system. But the files are sealed.” She said.

“So, why not ask Ma--” Fluttershy tried to suggest.

“I tried that.” Xylene said to them. “He wasn’t open for discussion.”

"Not only that, but these chips have piqued both our interests." Galvo mentioned.

“Because there’s more to them than we thought then just being nanoliving beings.” Synapse said while rubbing her head. “Step aside, we’re breaking the code.” She said as she and Galvo then started hacking into the mainframe while breaking the code while the others watched.

“I love these guys now.” Rainbow said with a smile.

At nighttime, the mysterious figure from the warehouse was seen walking through a bad part of town as she seemed to be talking to herself. "We have almost everything ready, soon we will have everything ready and everything will be ours." She said as a couple of thugs stallions noticed her. "Most importantly, he will be ours forever and they will never take him away from us.

“Oh, yeah, little lady. He’ll be yours forever. Forever give us your money.” The bearded thug said with a smirk as they all laughed.

“Hey!” The second thug said while waving his hoof. “We’re talking to you kid! Don’t you know this is the bad part of town?” He questioned as he gave a chuckle. “You shouldn’t be out here all alone.”

"We were alone before, but now we are never alone…" She said, which confused the two thugs.

“You’re money, kid!” The bearded thug said with a chuckle as he grabbed her by the shoulder, but she grabbed his hoof and twisted it in pain with intense strength.

“We can give you so much more than money! We are building a new life! A new world where no one will be alone again!” The filly said as she pushed the thug back as the two looked at her in fear as she gave a sinister smile. “Join us. Help us. Rule with us.” She said as she released a swarm of chips from her body with an evil laugh.

The two thugs screamed as the chips started to swarm around them. They felt the chips crawling over their bodies like a creepy crawly bug before they each felt one near their necks. The chips then glowed as they entered their necks, which made the two tugs clutch them in pain before they had dazed and emotionless expressions on their faces as the chips swarmed back into the filly as she walked up with the two controlled thugs behind her.

On the road, Chip and his group drove up the road and into a city as they drove across the street and right next to an apartment. “Well, this is my place. My daughter started acting weird a couple of months ago. So my chips and research are here. I sometimes saw her come by but I couldn’t figure out why.” He said as Delta, Dust, and the heroes looked around. "I should also tell you that a couple of years back, I found this strange artifact that helped me power the chips for my research."

“Well, hanging out around here is certainly classified as weird.” Helix commented.

“You try finding a good place to do research after the Plumbers kicked you out.” Chip countered with a look. “We had no other place to go after we were tossed aside. This is the only place where I could do my research.”

"You really are a genius." Twilight complimented. "Show us where your daughter was taken and maybe we can find some clues."

“Follow me.” Chip said as they got off their rides.

“Glitch, be ready for an escape just in case.” Dust said to the mechamorph.

“Certainly.” Glitch said as they walked off, not noticing that the filly was watching them from a window.

“Yes. That’s it. Bring him to us. The others won’t help you now.” The filly said as she turned to her mind controlled minions with a nod as they walked off as the heroes entered the apartment and saw the place was a mess.

“What were you doing, raising cockroaches?” Helen questioned Chip.

“I had a laboratory set up here.” Chip said to them. “I didn’t want my daughter to be involved in this. But she kept following and she stopped coming off and on. Let’s go.” He said as they ventured forward.

At the back door, the minions are carrying equipment, blueprints, and supplies as the filly looked around with a look before they continued on with crates before a wagon stopped in front of them and they started loading the equipment. “Take it to the final staging area. Take care of our guests. But bring our future to us.” She instructed his minions as she entered the wagon.

Soon, Chip guided the group to his lab, which was a messy place and some equipment. “What did you do in here?” Attea asked in surprise.

“I was setting the chips.” Chip said as he looked around, noticing something off by his lab as the others looked around while Zed sniffed the ground.

“Wow, Chip. And you get a hobby, you don’t mess around.” Delta commented as Dust nodded in agreement.

“Someone’s been here.” Chip said to them as he looked at his supplies. “They must've taken my equipment. All the data I had on those chips, gone. The only thing left is my research on the artifact I found.” He mentioned as he showed them a drawing of some sort of round artifact that looked like it was a piece of something. "It's almost as if they didn't care about it and only the chips."

“Or looking for them.” Twilight said as she looked at some notes.

“Chip, these notes, you weren’t studying the chips, you were upgrading, developing.” Dust said while noticing some notes. “Why would you upgrade these chips if you said they were dangerous?”

"Okay, look, I was studying them at first but then my daughter got sick.” Chip explained with a sincere look. "The kind of sickness that doesn't get better. I was desperate and then one day, one particular chip that looked very different from the others spoke to me after it went inside of my head."

"Say what now?" Manny asked after hearing that last part.

"Yeah, it really scared me as well." Chip mentioned as he felt a chill up his spine from the memory. "But it only did that to only talk to me as it told me that she and the other chips could help my daughter, but to do that they needed more power. That artifact I told you about, when I found it I felt so much power coming off of it that it nearly corrupted me. I figured it was ancient alien tech but I didn't know for sure, I like to know that it might give the chips enough power to save my daughter."

“So you injected your own daughter with the chips?” Zs’Spooky asked in shock.

“I had no other choice.” Chip said in defense with a solemn look. “I couldn’t count on the Plumbers or anyone’s help. So I did what I had to do to save her. After the treatment, Rose Shine got better. And we lived a normal life together, at least, for a while before she was kidnapped.” He said with a sad look as he looked down. “At first, I thought it was a thug who took her when I went to the cops, but it wasn’t. Then I heard some alien technology was being sold on the black market and I found out it was the chips. I’ve been going crazy and needed the Plumbers to help, but I knew I was blacklisted, so I was selling some of my tech in the blackmarket to get their attention to find her.”

"Yeah well, I think someone has been here since you left." Sunburst mentioned that he found some notes that weren't in Chip's writing.

“Those aren’t my hoove writing.” Chip said in shock as he looked at the notes. “Someone has been here. Which explains why this place was cleaned out. There were more chips and storage canisters all over the place. But now they’re gone.” He said while looking around.

Helix then saw something and looked at the note of a delivery company. “Looks like somepony was using the Equestrian’s Delivery Express. You think they might have sent the chips somewhere?” He asked as the others were more concerned. “Whoever has Rose wants these chips.” He said as he put the note away in his saddle pocket. “But that stranger from the drop. Do you know who that was?”

"I told you, I don't know who it was, all I know it was the same one that took my daughter." Chip repeated.

"Perhaps it was the same one who originally created the chips?" Looma assumed before they heard steps coming towards them. They looked towards the entrance and saw a bunch of creatures with blank looks on their faces walking in.

“Uh, who are you? And why are you here?” Ocellus asked nervously while Zed started growling at them.

“We want to help you.” A yak said to them in a natural tone.

"With what?" Delta asked as he slowly reached for his blaster.

“Whoa, look at their eyes.” Helen said as she saw their eyes flickered in red lights before Twilight lit up her horn.

“Not just their eyes. Look, the chips are in their necks!” Twilight whispered before they looked at their necks and saw the chips crawling inside.

“They’re infected. They’re being controlled.” Lolaxx said in shock.

"They couldn't do that before." Chip whispered with a bit of sweat running down his head.

"Our queen has sent for you, Helix Watch, bearer of the Omnitrix." A dragon said with a neutral tone.

"Yeah, that's ain't right." Attea whispered.

"Uh thanks…but I'm kind of busy helping solving a mystery here…" Helix told the group of creatures as he repeatedly hit his watch, but it kept on buzzing while sparks flew off it. "Not again…" He siad before he slammed his watch down to stop the frizzing.

“There’s too many of them. Like they were expecting us. Like a trap.” Dust said.

“No. I swear!” Chip said in defense before he look at the exit. “Fire escape! Run!” he called as he opened the door, but a minion was in front of him as Manny punched him away as he fell down as they all ran down the fire escape.

“Glitch! Start the engine!” Looma called out before they were surrounded. “We’re surrounded!”

“What do we do!? We can’t hurt them!” Ocellus cried out while Zed growled at them.

“I might have something.” Lolaxx said as she took Helix's Omnitrix and started to fiddle with it. “So if these chips are alive like some sort of techno organic interface, then the Omnitrix, both Helix and Misty’s might be on overdrive to scan them. You know, considering the chips are basically a whole new species that's inside different species that are already in the database.”

“Can we have this pop quiz another time, Lolaxx?!” Helix questioned as the minions got closer to them.

“Perhaps I can redirect the scan back at the chips if I boost the power to speed it up.” Lolaxx said as she kept fiddling with Helix’s Omnitrix as it started glowing bright. “I got it!” She called as she aimed the Omnitrix at the mind controlled minions as it sent a shockwave at them, sending them flying as they were pushed back.

"Okay, that was awesome!" Helix mentioned just as Glitch pulled up to them.

“Come on! Hurry!” Glitch called out to them as they then piled on him as Chip was about to drive his bike, but he fell off as it skid across before Glitch came up next to him.

“Chip! Get on!” Delta called as Chip got on and Glitch revved up and took off before Chip delivered a punch to a minion as they escaped.

A bit later, Glitch kept driving up the road as they parked once the area was clear as they all took a breather. “Thanks.” Chip said to them. “You all are an amazing team.”

"Yeah, but the heck was that about?" Helix asked as they looked back to where they were. "Why would a queen want to see me?"

“We’re just as clueless as you are.” Helen said with a brow.

“But it goes to show another alien lady likes you man.” Manny said with a smirk.

“Of course.” Helix muttered.

“Let’s get to Equestria's express and find out what the one who stole the chips was up to.” Dust said. “Maybe we can find Rose.”

“Whatever they sent is long gone now.” Chip said with a hopeless expression while holding the artifact. “This was all that was left in my lab.”

“Are you sure about that?” Helix questioned before he took out the note of the express delivery and showed it to them. “This was dated today. Didn’t you say your lab was stocked up with the chips?”

“Yeah.” Chip said with a concerned look. “You guys believe me, don’t you.”

“We believe we’ll find something at the express.” Twilight said with a smile as did the others as Chip smiled gratefully at them.

“Glitch, take us there.” Delta instructed.

“Right away.” Glitch said as they then took off to Equestria’s express for clues to find where the chips were sent and to find Rose.

Back at the Plumber base with the others, the tech support aliens managed to hack the system and pull up some files about the chips that were gathered in the past. As of right now, they are watching some video footage of Chip and Max in an interrogation room. “Who were you gonna sell the chips to, Chip?” Max questioned Chip.

“I keep telling you I had to take them. It was for research.” Chip said in the video while the other watches. “Those chips, they’re a threat. They’re planning something.”

“THAT IS A LIE! They’re dead!” Max snapped at him. “The labboys said they’re nothing but alien tech. No threat at all. Who’s your buyer?” He questioned.

“The hive, they want us! They’re coming for us, Max! They’re coming for us all! I’m telling you the truth, Max!” Chip pleaded.

“You’re gonna have to do better than that, Chip. I know you.” Max said with a sneer.

“Okay, enough!” Applejack snapped as she smashed the screen with her hoof, which startled the others.

“Whoa! Applejack! Easy!” Fluttershy said while easing the Earth Pony mare down.

“You know, that was Plumber’s property there.” Galvo stated.

“Like you think I care?” Applejack questioned. “Chip was desperate to tell Max, but apparently, he wouldn’t listen and just tossed him aside! I could even tell he’s telling the truth!”

“He definitely doesn't have a great bedside manner there.” Fluttershy commented.

“Chip was like his prize pupil and a friend of Delta and Dust.” Xylene said with a frown. “I think he really felt his betrayal. But I think Max getting betrayed is keeping him from seeing straight. Maybe the others are right.”

“So, what if this looney wasn’t so looney, what if the chips weren’t dead.” Rarity said while rubbing her chin.

Fluttershy then spoke up. “Like a species of insects that can remain dormant for decades.” She said in thought, which surprised the others.

“Perhaps that is exactly what we need." Synapse said before she looked at Fluttershy. "Very clever, for a non Cerebralcrustacean."

"Or a non Galvan." Galvo quickly added as they started to type something in. Soon the large screen in front of them was pulled up with a large map of the world as some locations were marked. "You see, we noticed that these chips were giving off a unique energy signature and you were right. These Nanochips as Chip would call them were turned off for a very long time, because they were ordered to do so."

“So that means that back then, the chips were playing possum to fool ya!” Applejack exclaimed.

“Yes, something like that.” Galvo nodded as he and Synapse continued to type something in. "But it would seem they have been reactivated about six years ago, but at the same time Chip was fired from his job."

“Now commencing thermal and spacly analyze of all targets.” The computer spoke up.

“Now let’s get the targets.” Synapse said as she pressed entered as targets of the chips location then appeared on the holomap.

“There. Now the chips are showing up at a 100 mile radius.” Galvo said as the holomap then showed a location of the most chips activities.

"Okay, that doesn't make any sense." Flash mentioned. "That's just an Equestria's Delivery Express Center.”

“But it says here that it has the most concentration of the chips.” Synapse said while rubbing her chin. “Perhaps it’s worth investigating. But Magister Max wouldn’t allow it.”

“Why would we need grumpy grandpa’s permission?” Rainbow questioned the two. “Let’s just go out there and check it out and see if there’s any chips fighting.” She declared. “Besides, most of us aren't plumbers. So technically speaking, he can't boss us around."

“Seems logical to me.” Galvo nodded.

“I agree.” Applebloom said with a smile. “Let’s go investigate.”

“We’ll set up the teleporter to the coordinates. You take the mobile base in case something goes wrong.” Synapse instructed.

“Alright team, let’s move.” Flash said as they walked off to the mobile base to investigate the Equestria’s Delivery Express Center to see what the chips were doing there.

Chapter 16: An Alien Swarm is Coming pt. 2

Meanwhile at the Equestria’s Delivery Express, the back door was punched open as it was knocked down as it showed Flash’s group with Misty as Four Arms. “There’s our way in.” Misty said while cracking her knuckles.

“Thanks, Misty.” Flash said to his cousin as the group entered the building as they saw nothing but an empty parking lot. "Now, what exactly should we be looking for?"

"Probably something out of the ordinary." Xylene replied as those with magic used them to light up the room and looked around.

Smolder then used her powers to scan the area but for nothing. “They were here. But we’re too late.” She told the others before she went forward. Gallus then stepped forward as he held his hand up like Smolder did.

“Yeah, I think we got that.” Gallus said with a brow as they continued on. They soon found their way to the office as they were looking through some files but the adult ponies were looking a bit concerned.

“I heard of Equestria’s Delivery being more crowded, even at night.” Rainbow mentioned as they looked around. "But I don't see anyone here."

"It was really weird that no guards came for us when we knocked down the door." Scootaloo said with a concerned look. “And at night, this place is kind of creepy."

“Guys, check this out.” Ruby said as she was looking through some files. “These are the shipping orders for the delivery. Mount Aris, Yakastan, the Crystal Empire… These orders all originate from this location and are heading all over the world, literally. Either by air or sea transportations they have.”

“There must be thousands of orders, possibly a hundred thousand.” Flash said with a serious look.

“Flash, what do you think it means?” Fluttershy asked in concern.

“I think it means we’re one step behind something big, really big.” Flash said in grim.

"In other words, we could be either on the right track or the wrong track." Rumble said with a worried tone.

"Excuse me." They heard someone talk as they jumped and saw an earth pony mare looking at them with a smile on her face. "Can I help you?"

“Uh, hi!” Silverstream said nervously. “We just had a few questions.”

“Equestria’s Delivery Express is closed right now. Please return during regular business hours.” The mare said while still having the same expression.

“Then what are you doing, in the dark?” Applejack questioned with a brow.

“We are workers. We live to obey.” The mare said.

“Well, you must be employee of the month then.” Rainbow commented dully.

"And a very calm one if you're not freaking out about the alien lizard that's standing here.” Sweetie Belle added as they saw the eyes of the mare flicker with a strange light. "Uh… any chance who authorizes these shipping orders?"

“Sorry. Can’t tell you. But you will remain and join us to know more.” The mare said before Xylene caught her in her powers.

“We’re gonna have to decline that offer.” Xylene said with a glare.

“Your desire is revalent. The queen will super seed all.” The mare said, her expression not changing.

“Well you tell her to super seed this.” Xylene growled as she tossed the mare through the window. “Let’s leave.”

Soon, the heroes then entered the mobile base as Xylene sat in the driver’s seat and started it up. But then they turned and saw the mare again waving her hooves up. “What is she doing?” Button asked as they were confused by it.

"No idea, but let's not stick around to find out." Sandbar said.

Then, Misty’s Omnitrix then started frizzing up again, which got her worried, “Uh, guys…” She started before they looked at the front and saw the chips swarming around.

“Okay, these chips are seriously an issue.” Rarity commented before they saw the swarm forming solid hard balls.

“That’s new. They couldn’t form solid shapes before.” Xylene said in concern. “Could the chips be learning?”

"Um… I'm more worried about what they're going to do like that." Fluttershy said with a worried tone before the Nanochips started hitting the base. The impact was enough to deactivate the holographic disguise field on the base as well as damage some of the windows.

"Hold on!" Xylene called out to the others as she hit the gas pedal and the mobile base took off.

“Thank you for using Equestria’s Delievery.” The mare said as she watches the mobile base drive off as the chips followed behind them and formed a soolid ball.

“Uh, guys… we got company!” Yona exclaimed as the chips were behind them as Xylene drove faster, but the chips were still on their tail and then it split up into two more.

“I think the chips are getting smarter.” Pinkie said nervously.

“And so will we.” Xylene declared before she did a donut with the mobile base, causing the others to yelp as one of the chips crashed into a wall as it shattered before Xylene drove down a tunnel as a second chip ball shattered.

But then the chips reformed but they turned into spike balls as they were still behind them. “Okay, so we gotta get smarter and faster.” Xylene said as she pressed a few buttons and got the mobile base on overdrive as it drove faster.

“Now we’re kicking up speed!” Rainbow cheered.

“Misty, not to be rude, darling, but now would be a good time to go alien!” Rarity cried out while clutching her seat tightly.

“I’m trying! I think being too close to the chips is messing with my Omnitrix!” Misty called as she tried to use her watch again, but it was still glitching out. "We're on our own!"

“I was afraid you were going to say that!" Apple Bloom said it with a nervous tone before she saw one of the spike balls about to hit them. "Hard right!"

Xylene turned as she did a hard right with a skid as the chips were still following them.

With the other half of the group, they stopped on the road as Delta looked through his gps. “Equestria’s Delivery Express office should be right over here.” Delta said to the group before they heard the sounds of engines roaring.

“What was that?” Chip questioned in confusion as the others realized what the sound was.

“The sound of the most advanced mobile base in the world.” Lolaxx said in concern.

"Xylene must be driving if it sounds like it's going that fast." Dust mentioned with a worried tone. "Let's see what's following them."

“They might be in trouble.” Helix said to them. “Come on, we’re taking a detour.” He said as they all got back onto Glitch.

Back at the mobile base, Xylene turned a corner before she saw the chips still on their tail, and no matter how fast or skilled she is, she can’t seem to outran them. “I can’t lose them!” She called out in desperation as she kept turning a corner as a couple of the chips shattered before turning to a clearing as the chips got between the two front wheels.

“Xylene! No!” Flash cried out as the chips took out the tires.

"Hold on tight and keep your heads down!" Rainbow shouted to the others as the chips took out the other tires.

Soon, the mobile base was sent flying as they rolled in the air before crashing onto the ground before it flipped straight up as the group inside groaned. Applejack and Yona kicked the door open as they all exited the mobile base while moaning in pain.

“Is everyone okay?” Flash asked as he rubbed his arm.

“Define okay.” Applejack questioned with a groan. "You kids okay? Apple Bloom?"

"We're okay…" Apple Bloom replied before she winced in pain when she felt it coming from her left back hoof. Applejack and Tender Tap quickly went over to her to see what was wrong as Xylene cringed when she saw the mobile base.

"Delta will not be happy about this." Xylene mentioned after seeing the damage done to the mobile base.

"I may not know who's behind this, but they're going to pay for hurting my little sister!" Applejack called out.

"Applejack, I'm fine…" Apple Bloom sighed.

“Do you think the chips gave up?” Sandbar asked in concern.

“I don’t know.” Misty said to them. “Maybe they just wanted to scare us?”

"Well… they succeeded…" Fluttershy told them fearfully when she looked up.

Then a signle chip sphere came up from a hill above them as it formed its spikes and rolled down as it slowly advanced towards them as Smolder then started firing her magic attacks on it, but it didn’t make a dent on them.

Very close, Glitch and the others were close by as Helix then activated his Omnitrix to Humungosaur as he turned to the others. “Get the others to safety!” He said to them.

“Are you crazy?!” Chip asked as Helix slammed his Omnitrix down as he jumped off as Glitch turned to the other half of the group as Helix transformed into Humungosaur and landed between the chips and the others as he gave it a challenging roar.

"You're in big trouble now." He growled as the others smiled at the sight of him.

“Perfect timing.” Sandbar commented as they saw Humungosaur expanded and growing spikes and armor as he and the chips charged at each other as Humungosaur started smashing it apart as the others took cover and saw the chips flying around and formed into wheel spikes.

“That’s kinda a whateves.” Gallus said as the chips swarmed around Humungosaur.

“It’s kinda a nightmare!” Ruby cried out as the chips then started firing at Humungousaur, who snorted as he deflected the shots and started smashing each chips one by one as the others watched.

Soon, the chips formed together in formation and fired their chips at Humungousaur, which also nearly hit the others in the crossfire. “Get down!” Twilight called as they all duck and cover to avoid the projectiles.

Humungosaur blocked each shots with his armor scales as best he could as he gave a roar, but one of them managed to hit him on the shoulder. “Helix!” Dust cried out in concern.

Humungosaur shrug off the pain and threw the shot away as the chips then started forming around him and started trapping him in a sphere as he tried to smash them away. “It got Humungousaur!” Chip exclaimed in worry.

“I wouldn’t count on it!” Humungosaur called out before he smashed through the chips and landed on the ground as the chips then formed a spike twister and advanced towards him. "Dad, I'm sorry in advance for this."

Humungosaur then grabbed the wrecked mobile base. “Oh no.” Delta muttered as Humungosaur lifted the mobile base up. “Don’t do what I think you’re gonna do, son.” He pleaded.

Hunungosaur then tossed the mobile base into the chips, wrecking it to pieces but it destroyed the chips as he gave a victorious roar as the others looked in amazement as Helix then timed out as he took a breath and walked up to the others. “That was amazing.” Chip said to Helix.

“You okay?” Helen asked Helix in concern.

“Clever tactics son, but the mobile base now needs a proper fix up.” Delta said to him gently.

“It was already a wreck before you arrived.” Flash said to his uncle.

“What are you guys doing here?” Helix asked the other half of the group.

“We were in the Equestria’s Delivery Express looking for clues and then suddenly we were attacked by a bunch of those chips and we just found out that they either evolved or learned." Xylene told them. “We're just lucky you arrived here on time, even if you had to destroy the mobile base to stop them."

“I gotta be honest, those chips are getting tougher.” Helix said as he took a breather. “Even as Humungosaur, I barely managed to defeat them.”

“That might be because they're adapting." Chip spoke up to get their attention. “I was afraid of this. In my studies, I learned the chips can adapt and evolve to become stronger and counteract their enemies when attacked on sight on command.”

“Well, thanks for the update with your chips, pal.” Rainbow sarcastically said. “Too late for that.”

“Those chips aren’t mine! I warned you all about them.” Chip told them. "I told you that someone stole them from me."

"It's true, we found some of his notes stolen and new ones that were made by someone else back at his laboratory." Twilight mentioned.

“That’s not all.” Misty said to them. “They’re more than just organic tech. We found a hive of them in the Express office and they affected the clerk, absorbing her.”

“Yeah, we just ran into her extended family and they wanted to adopt us, mostly wanted me.” Helix said, which got them concerned. “Yeah, no surprise.”

“No kidding. They must’ve analyzed the threat and evolved.” Dust told them. "And now, they're taking control of anyone who's a threat to their plan or maybe they're collecting other creatures for something else."

“They’re clearly a highly adaptive species.” Lolaxx said while rubbing her chin.

“And it looks like they still have life back in them.” Attea said in concern. “We gotta get these active chips back to the lab right away.” She said as she pick up a few active chips and placed them in containers

“Hopefully they’ll give us a clue on what happened to my daughter.” Chip added.

“We’ll find her, Chip.” Celestia said to him in comfort.

"But we have to get this data we found about the chips to both Galvo and Synapse so they can figure out what’s going on.” Xylene said.

“How do we get there with the mobile base trashed?” Rumble questioned before Xylene gave a smirk before pressing the button as they were beaming away. “Oh, right.” He muttered before they vanished.

Back at the plumber base, Max was with Galvo and Synapse in the monitor room as many plumbers from all over the planet were reporting on s.o.s and alien sightings. “Oh, this is bad.” Galvo said.

“You said it,” Synapse said in agreement as the heroes came in.

“Where in the sandhill has everybody been?! We've been getting reports of alien activity from installed Plumbers all over the globe!” Max exclaimed.

"Dad…" Delta tried to explain.

"We will talk later." Max told Delta before he pointed at Chip with a look. "And he stays in a cell."

“Max, will you shut up and listen!” Applejack snapped as she pushed Max back. “He’s not going into a cell because of your grudge.”

“And we have problems. It’s the chips. Chip’s chips.” Dust added with a firm look.

“He told you that?” Max questioned.

“It’s true. The chips have become active.” Misty said.

“Very active.” Spike commented.

"And they're both adapting and evolving." Twilight added.

“You’re gonna have to see for yourself.” Luna said as Attea gave Max the active chips.

They were soon in a science lab as Galvo was scanning the chip that they brought and saw it was active. Not only that, but the other two chips were also active as they were moving around in a containment unit. "Just like they said, sir." He told Max with a concerned tone. “But unlike before, they're more active."

“These things were nothing more then extra terrasdrial hardware. This is impossible.” Max said in shock.

“They also have a nasty habit of burrowing into creatures and taken over their minds.” Spike commented as Galvo put the chip back in, but one of them got lose and crawl on the desk without them knowing.

“But they are giving an unusual energy signature.” Synapse noted as she turned to Galvo. “Galvo, can we track it?”

“Of course we can.” Galvo said as he typed on the keyboard as he pressed enter, which showed a map of the globe as it showed the areas infected by the chips and growing, which shocked the entire group. “Uh, those aren’t 100 mile radius.” He said nervously.

"All of those locations are nothing more than just Equestria's Express Delivery centers. Celestia mentioned as they realized something. "That's how the chips are getting around."

“So in other words, they are a threat.” Chip said before giving a glare to Max. “Just like I told you, Max.”

“Those things were not alive six years ago.” Max countered with a look. “Your tinkering must’ve activated them somehow. Now they’re a threat to the entire world.”

“Dad!” Delta snapped as he glared at his father. “Will you stop blaming Chip for this! This is not on him!”

“And if anyones to blame it’s you!” Applejack added.

“Me! How am I to blame for this?!” Max questioned.

“We hacked into your old files to learn more about those chips, especially a video of you and Chip before you kicked him out when you were too stubborn and idiotic to even listen to him when all he said was true!” Applejack yelled.

“You hack my files?!” Max questioned with a glare.

“So, Chip tried to warn you, but you chose to ignore it and kicked him out when he tried to help?” Dust questioned with a glare.

"Enough!" Twilight spoke up with a firm tone. “Now is not the time to be arguing with each other. Chip may have stolen those chips, but he did so to save his own daughter. And now, they're active and trying to take over our world. And pretty soon, they might take over the entire universe so we need to find a way to stop them." She then looked at the monitors closely as she thought it over. "Some of these facilities have hundreds of chips working, but we just need to focus on one."

"And in one of those facilities, that's where we'll find the queen." Helix told them.

"What are you talking about?" Synapse asked him.

“That’s right, the infected creatures.” Chip said in realization. “They all went on about their queen.”

“A queen? Like an insect colony?” Max questioned with a brow.

“In a beehive or ant hill, or like the Changelings, they’re only one queen. She lays all the eggs, produces all the offspring, and tells them what to do.” Ocellus explained.

“It’s true. That’s how it goes for an insect colony.” Fluttershy nodded.

“How do you destroy a hive then?” Looma asked.

“If we remove the queen, the bees disband or remove Chrysalis, the Changelings change their ways, if the queen dies, the hive dies.” Ocellus said as they all got the same idea.

“We have to find the queen!” Helix declared with a serious tone. “If we find the queen, then that’s gotta be where Rose is at!”

"Then let's not waste any more time.” Max ordered. “I'll notify all the other Plumbers to stay away from those chips and start scanning the area for a large number of Nanochips."

“Okay, nobody sleeps tonight.” Delta said with a serious tone. “Galvo, Synapse, try to dissect the chips to figure out what they are made of. Chip will help since he has more experience with them.” He instructed as the two tech supporters nodded and took the chips with them.

“You’re really gonna let him go freely around the base?” Max questioned his son.

“Sorry, Dad, but we’re doing things our way.” Delta said firmly as he got into his father’s face. “Chip tried to warn us earlier about those chips, and yet you pushed him away when all this could've been avoided. So for now, you follow our lead. And if you try to take Chip to a cell or kick him out when he’s trying to help, you’re going to regret it and it will cost us our home or the entire universe.”

"Okay everyone, let's get to work." Dust declared as they each went to their station to find the queen of the Nanochips. But what they didn’t see is the escaped chip crawling up Max’s hoof as he walked off.

A few hours later of searching, most of the kids were asleep in bed Discord had conjured up as he was snuggled up with Celestia in another bed.

Delta then turned to his wife. “Hey, dear. You should get some sleep. Need those brains and strength in shape if things go bad.” He said as Dust yawned.

“Just for a few minutes. But you better wake me up.” Dust warned as she went to sleep as Delta nodded as he sat next to Chip.

“You should rest up as well, Chip.” Delta said.

“Not a chance. I’ll sleep when my daughter is home safe and sound.” Chip said while keeping his eyes on the monitor.

“Okay.” Delta sai as he went back to work before Chip stopped and turned to his old friend.

“Thanks, Delta.” Chip said as Delta turned to him. “For your son and his friends to take the risk to help me. You went behind the Plumbers rules to help me.”

“Just like old times, right?” Delta asked with a smile. “The cadets wouldn’t want me on their shooting range teams and you chose me to join. You always had my back when training me in the Plumber’s Academy along with Dust.”

"Yeah, I remember those days." Chip mentioned with a small grin. "You barely manage to hit a target and you always argued with Dust in those days."

“True.” Delta said with a chuckle before he continued. “But we’re also doing it because Dust and I know what it’s like. Especially Helix. When we left him for my dad to watch over him, a part of us wanted to retire and go see him grow up. But with things going on in space and Equestria, we couldn’t back down from duty. And I think Helix would know that as well since Rose is missing. His first friend since they were foals, he feels like he should’ve been there.” He said with a frown before he looked at his sleeping son. “He didn’t ask to get the Omnitrix stuck in his hoof, but it just happened.”

"Well, that's just the universe way I guess." Chip mentioned with a shrug.

“But I guess things are turning out better.” Delta said as Chip smiled as the two went back to work.

A bit later, Delta was walking up to his dad’s office. “Dad, we need help with those map analyze.” He called out, but saw that his father wasn’t around as he turned on the lights and looked a bit creeped out. “Dad?” He asked before he turned and saw his father behind him with a creepy smile while carrying a monitor he intended to smash Delta with, but he grabbed his father and tossed the monitor away. “Dad! Snap out of it! It’s your son!”

"Dad! Grandpa! What's going on here?!" Helix called out as he and the others came in.

"It's the chips, they must have gotten to him!" Delta called out as he struggled with his own father.

“We have to restrain him! But be careful not to--” Twilight tried to say before Manny punched Max in the head as he fell to the ground. “Hurt him.” She finished while giving Manny a look.

“What? He’s restrained. It’s either me or Looma to do it. And me was the best choice considering she's stronger than me.” Manny said with a shrug.

They then gently picked up Max and put him on a chair. “Grandpa, are you okay?” Misty asked as Max gave a creepy smile.

“We’re fine. Never better.” Max said, which creeped the heroes out. “Why are you all looking at us like that? We’re great. We’re happy. We’re going to colonize Equiss.”

"That's definitely the chips talking." Galvo said nervously.

"Come on Grandpa, you gotta fight it." Helix called out and hoped Max would hear him.

“You can’t stop what’s coming. The Plumbers are finished. Equestria is finish.” Max said as he pressed a button under his desk as a smokescreen appeared as the group all coughed.

“Dad!” Delta called out as the smoke cleared as they saw Max was gone.

“Where did he go?” Luna asked as they looked around.

“Nopony knows these tunnels better than Max. He’s long gone.” Dust said to them.

“Now what?” Fluttershy asked in concern.

“Like it or not, he usually tells us what to do back in the academy when he visits.” Attea spoke up. “We need him.”

“No we don’t. He needs us.” Helix spoke up as they turned to him. “We have to find the queen and stop her or helping Grandpa will be the least of our problems.” He said as he turned to Chip. “Whoever the alien queen is, that’s where we’ll find Rose and Grandpa. We stop her, we stop the spread of these chips.”

“And how do we do that?” Rainbow asked as Helix then had an idea.

Back in the monitor room, Synapse pressed a button of the current infections of the map. “Does any of this seem weird to any of you guys?” Helix asked the others.

“Well, the color choices are a bit drap. Why not pink?” Pinkie suggested as Rarity rolled her eyes.

“No, Helix is onto something.” Dust said as she rubbed her chin. “Look at the concentrations of the chips. Manehatten, Saddles Acres, and the Badlands?” She questioned.

“Well, there are closet villages in the area, but the Badlands is basically the middle of nowhere.” Celestia stated.

"To do that, they need to use the main Center of all the shipping centers.” Twilight mentioned as they all realized something.

Helix then realizes that. “Right. Those shipping from the local hub would’ve been the first wave of sentry soldiers. Now we’re talking about total emergence.” He said.

“And they need a big enough base to spread those many chips across the entire planet.” Chip told them.

“Come on, they’re taking over the world by 24 hour shipping?” Misty questioned.

“That seems far-fetched and lame.” Scootaloo commented.

"But also pretty smart for a non-Galvan if they're doing it in plain sight while also remaining hidden from others." Galvo mentioned.

“So technically, a shipping company is the best way to ship out an army without drawing suspicion.” Synapse said to them as she got the exact coordinates. “This is the spot where the chips should be manufactured and shipped out.”

"Okay, so that's where we're going to find the queen?" Sweetie Belle asked before she realized something. "How are we going to get there without the mobile base?”

“The mobile base may be out of commission, but the Omni-Copter is still available.” Xylene said to them.

"Although, we do have something that might draw less attention." Galvo mentioned as he and Synapse gave each other a grin and nodded.

They soon followed the two to the vehicle storage of the base as they all wondered what they had to show them. "What's this about?" Luna questioned the two.

"Just a little something we have been working on in our off time." Synapse explained before they stopped in front of a vehicle that was covered in a very large tarp. She then used her telekinesis to remove the tarp and reveal a very large tank that almost looks similar to the mobile base, only with its paint detailed green with circuitry shown on the bottom of it. Each of the wheels had the Omnitrix symbol on it while the front of it has green shield windows.

The group looked at the new mobile base in awed. “Wow, Galvo, Synapse, it’s beautiful.” Dust said in awed while Delta inspected it.

“We know that your old mobile base needed a new look if it ever got destroyed, so we have a way to make a new one with better defensive, cloaking tech, and weapons with some other added features.” Galvo told them. "We even made it an altering vehicle as it's able to go on land and in the water."

“This is… awesome!” Rainbow exclaimed in awed as were the others.

“I-I don’t know what to say. I can’t wait to test her out.” Delta said with a wide smile.

"Although we had intended to add an onboard AI system, but we couldn't find a processing power that could handle it." Galvo mentioned before Helix quickly got an idea about it.

"Hey Dad, remember when Juryrigg wanted to install that drone head to the base?” He asked as they all looked at him with a smile as to what he had in mind.

Soon, the new mobile base was driving off on the desert road while at the top of it, the drone Helix kept when they first met Xylene was installed as it gave a beep and Delta was driving the new mobile base with Dust in the passenger seat while the others are in the back.

“I like it.” Delta said with a smile. “And great use of that drone, son.”

"Thanks, I knew keeping it was a good idea." Helix bragged as the Drone head beeped green.

"The estimated time for arrival is 2 hours." The drone informed them. "Would you like to go faster?"

"You just said the magic words." Delta said with a grin. “Yes.” He said as the mobile base then went into turbo mode as they went faster as the others held on tight.

“Galvo and Synapse really outdone themselves for once.” Xylene commented as they drove faster on the road.

Soon they arrived just outside of the center as they parked the new base just a couple of feet outside of it. “The badlands in summer. It was supposed to be a vacacton, but even hotter and low humidity.” Rarity complained before they stopped and saw the shipping company as many waggons, airships, creatures, and crates were being moved around.

“Let me get a closer look.” Helen said as she sped to the base for a moment before she came back. “It’s like a small army down there. But not so small. We’ll be fighting some serious odds down there.”

"Yeah, it almost looks like they got every creature from all over the world." Dust mentioned after looking through some binoculars. "Oh no, they even got Max there.”

Soon, Manny was looking through his own binoculars as he saw a mind controlled changeling drop a crate full of chips. “Oops. That’s coming out of your zombie paycheck.” He joked with an amusing smile.

“All those crates are filled with chips.” Zs’Spooky said in worry.

“There must be millions, or possibly six billion.” Chip said in concern. “With how many creatures are in Equestria.”

"We just need to take care of the queen and it'll be over." Twilight reminded them. "The question is, how are we going to get in?"

“You’re joking, right?” Luna asked while gesturing to her horn. “We can teleport inside.”

“Except we might trigger the security system." Galvo told her. "Remember, the chips are adapting and evolving, so they would be smart enough to have magic sensors."

“Then we better go in with stealth.” Applejack said before giving a look at Rarity and Pinkie. “And yes, that means you both.” She added as the two ponies gave a sheepish look.

“Okay, let’s go.” Helix said as they all stealthy went into the shipping company base while keeping out of sight of the mind controlled minions before they entered the entrance where the ships were being loaded.

Once they were inside, they walked on the railing as they looked ahead and looked in shock at what they were seeing. What they saw were a lot of creatures packing some chips into containers while there is a filly in the middle with tubes on her that is having chips being extracted out of her, a filly that Helix and Chip know well. The filly herself is a unicorn with a light red coat and a black and blue mane, but her body seems to be shifting as her legs keep on growing longer and shorter while four other horns grew on the sides of her head. Her body also switched between red to black with the lines and her face became light blue and back again.

“It’s like a creature assembly line.” Misty muttered as they looked around.

“No sign of our royal highness the queen.” Rainbow muttered.

“But there’s someone we know.” Discord said as he pointed ahead to the filly in the center.

“It’s the creep from back at the warehouse.” Manny muttered.

"But, why is she shifting from that to a filly?" Button asked in confusion.

"That Rose…that's her but…" Helix whispered before he looked at Chip. "You said you didn't know her."

"That's because I don't." Chip whispered as he looked at her daughter with confusion and concern. “I never seen her like this before. Whoever that is, that’s not my daughter. The night she was taken, a bunch of chips were swarming in her room before I saw that thing and they took off.”

"This it's only raising more questions than answers." Looma whispered.

“Well, at least we found out who’s making those chips.” Ruby whispered.

“No.” Chip said in dread at seeing his daughter, like this as Helix saw a couple of creatures walking by.

“Come on, we need a better place to hide.” Helix whispered as they went off to find a proper place to hide.

Soon, they found a hiding spot behind some lockers in front of the assembly line. Manny then approached Chip with an angry look. “You’re both in it together. It’s a trap…” He said as he was about to punch before Delta stopped him.

“Manny! Back off! It’s not on him!” Delta said firmly.

"I just told you that's not my daughter, I am just as confused as you are about what's happening here." Chip told them. "All I know is that I heard a noise coming from my daughter's room the night she was taken and I saw that thing in her room before she flew off with the chips.”

Helix then had a thought before he looked at Rose and her reproducing the chips. “Wait, so that’s what those plans were.” He said, which made the others turned to him.

“What are you talking about, Helix?” Flash asked.

“Back in Chip’s labs, there were notes that not even Chip wrote down.” Helix explained. “It must’ve been Rose, or whoever that is that has taken over her. Those chips control right, so what if the person who took Rose was actually Rose herself being controlled.”

"Chip…when you injected her with the chips, was one of the chips the same one who told you that they can help your daughter?” Twilight asked with a theory coursing through her head. “The one you said that looked different from the others?”

“Y-Yeah.” Chip said while trying to remember. "It said they would help her. I hesitated but I couldn’t lose her.”

“And the way Rose is reproducing the chips, she was conducting experiments on herself while being controlled. She’s the hive.” Helix said, which made their eyes widened. “Her body is reproducing them by thousands every minute and her body keeps changing forms because her own body is now made of those chips. That's why they were after me, because I was her first and only friend."

"So that means…" Ocellus said with concern as they all came up with the same conclusion.

“The chip I injected her with was the queen herself, who’s now inside my own daughter.” Chip said as tears of guilt started falling, seeing that it really was his fault.

"Bro, this just got a hundred times more difficult." Manny told Helix.

“Helix, we have to do something. We destroy her, we destroy the queen.” Discord said.

“No! You can’t!” Chip pleaded.

“Discord!” Fluttershy exclaimed.

“I’m sorry. But Discord may be right.” Celestia said to them. “It’s between one pony and the entire world--”

“We’re not doing it!” Helix exclaimed, which made them flinch. “You don’t expect me to destroy my first friend. I don’t destroy victims, I save them! There has to be another."

"Well, maybe there is and it's on both your hooves." Synapse told him while gesturing to the two Omnitrixes.

“Our aliens won’t even make a dent and we can’t risk hurting Rose.” Misty told them as Helix looked on and looked at the chips.

“Well, it seems the chips are dormant for shipping. If we can stop the queen before she could activate them, we might still have a shot.” Galvo said as he was starting to put an idea in their heads. “And the only way to stop the queen might be to do it from the inside out, on her turf."

“I agree.” Helix said as he was about to activate his Omnitrix.

“Helix, wait, how are you and Misty going to get inside her?” Helen questioned. “What will we do if Humungosaur or Way Big gets absorbed by the hive? It will be all over.”

“Yeah, cous. I don’t think our aliens would help much.” Misty said doubtfully.

“Both of you will end up being turbo recharged, killer weapons, slaves." Smolder added.

"But if you transform into their species, you might be able to stop the queen inside of Rose." Lolaxx said as she got what both Galvo and Synapse were saying. "Both Omnitrixes happen scanning the chips for a reason. Maybe they both knew the threat that was coming and was trying to get a DNA sample to fight them off."

"First thinker Azmuth always plans ahead in these kinds of situations." Galvo mentioned.

“I managed to get a complete scan when Lolaxx boosted the power back at Chip’s lab.” Helix told them. “I could be the only one to save Rose. And it’s time to get the queen out of her.”

"And I might be able to send the data of that DNA sample to Misty's Omnitrix so it can complete its scan." Lolaxx said before she took Misty's hoof and started to twist the ring of her Omnitrix. "Although, I can't guarantee what you'll both end up turning into if you transformed into those chips. They're a completely different species which we have never seen."

“I don’t care if I lose myself to the chips. If I have to risk my freewill to save Rose, then I don’t care what will happen.” Helix said as he was about to activate his Omnitrix before his dad stopped him.

“Son, if you fail, all will be lost. I know you have your heart set on saving Rose, but you have to at least consider the risks you've taken.” Delta said.

"Not if you weaken the queen by getting the artifact that's inside my daughter.” Chip spoke up with a thought. "The night she was taken, they also took the artifact and it could be inside of her with the queen. It's now powering her up with more energy as we speak, so if one of you takes it out while the other fights the queen…"

"It might also weaken her hold on Rose, allowing her to try and fight back against the queen." Celestia concluded. "This is a big risk we're taking here."

“Well, you guys better decide, because soon…” Dust tried to say before Chip was grabbed by a minion. “Chip!” She called as Chip punched and kicked a slave back, which got the rest attention as the alarms went off and they walked towards them.

“Uh, guys…” Fluttershy said nervously as Helix and Misty activate their Omnitrixes. “What do we do?!”

“Keep them busy while we go for the artifact and the queen!” Helix told them before he looked at Misty. "Are you ready for this cousin?"

"Not like we have any other choice.” She mentioned before they both activated their Omnitrixes and cycled through the different forms. Soon the lights on their Omnitrixes turned an orange-yellow color as they stopped on an icon that was completely different from the others. "On ten… One…"

"Two…" Helix said next as they both raised their hooves.

"Ten!" They both shouted as they slammed down on their Omnitrixes and covered in a bright light. When it died down, they were both confused as they were still themselves but felt something was off.

They looked up and saw their friends looking down with confused looks. “We’re small?” Misty asked before suddenly, both her and Helix’s body started changing as wires and metal skins started forming while green lights were on Helix while pink lights were on Misty while the Omnitrixes symbols were on their chests. They both had one eye on their faces as mechanical wings were on their backs.

“What are those things?” Sandbar asked.

“They turned into some sort of nanomechanical organism.” Synapses said.

“Nanomech.” Helix, who is now named Nanomech, said as he looked at himself. “I like it.”

"Me too." Misty said with interest.

“Just like the chips.” Flash said as both Helix and Misty then spread wings and took off straight towards Rose.

“Helix, we gotta get much smaller.” Misty said as Helix nodded as they focused and got a bit smaller as they flew closer to Rose.

“Maybe even smaller!” Nanomech said as both of them got even smaller to micro size as they flew threw straight up Rose’s nose, which they gagged. “Uhh! This is gross.”

"It was better than going through any other hole." Misty told him as they saw that the inside of Rose looked like a cluster of those chips. “Let's just find the queen and the artifact.” She said as they flew around.

“Listen to my voice.” A female voice spoke up in their heads as Misty and Nanomech clutched their heads. “You both must obey.” She said as both Nanomech aliens looked up and saw a figure ahead of them standing on what looked to be a circular object that glowed green with a black pattern.

Right in front of them was the Nanochip queen. She largely resembles a wingless mechanical mosquito with yellow orange eyes. “You’re one of us now, Helix Watch and Misty. Especially you, my beloved Helix.” She said as both Nanomechs kept clutching their heads, trying to resist.

Back outside, Rose screamed in pain while the others faced the mind controlled minions. “Run!” Twilight called as they all ran round while knocking the slaves aside while Rose started moaning in pain.

“How can you both care about the Equiss when the universe is both yours?” The queen questioned Helix and Misty.

“Will you shut up, queeny!” Misty yelled as she fired a pink energy field at the queen, which hit the artifact as it sparked up. The queen acted quickly and used her tail and sent an energy beam at the two, shocking them back as she followed them.

Rose then moaned in pain as her eyes then started frizzing from her normal eyes or her chip form while the others kept fighting off the chip minions while using their powers and skills to knock them back before Starlight saw something.

“Guys! Rose’s eyes just frizz out!” Starlight exclaimed.

“That means Helix and Misty are fighting the Queen and taking out the artifact!” Chip called as he used his Plumber skills and knocked a few away as they kept the minions at bay as Rose shook her head in anxiety at the pain.

Back inside of Rose, Nanomech and Misty manage to break free from the queen’s attack as all three of them are flying inside of Rose. “You both are different from my other drones.” The queen noted as Nanomech fired his own green beam, but the queen avoided them. “Stronger.” She added as she fired a laser right at them, which they quickly dodged. "Together, we can rule everything! Not only, but we can fulfill any wish you desire! Just as we fulfill Rose's wish of reuniting with you, Helix Watch!”

“Sorry, we’re not ready for a serious commit! And I wanted to reunite with Rose, but not like this!” Nanomech exclaimed as he fired another beam, which hit the artifact again.

"So we're gonna have to respectfully decline your offer!" Misty added as she fired another Bbam at the queen.

The queen growled as she then spread some wires on her back full of energy. “Then you’ll both die! With the creatures of this planet!” She called before she sent a powerful energy beam at the two Omnitrix users, sending them falling.

Rose yelled in pain as she moved her head as she felt her mind starting to break free while feeling intense pain. While the others fought, they noticed Rose’s expression. “What’s Helix and Misty doing in there?” Ruby asked.

“Whatever are doing, they better hurry up!” Rainbow called before they saw the chips glowing.

“The chips are activating!” Chip called as they are running out of time.

Back inside of Rose, the queen got close to Nanomech and Misty before they started wrestling each other as they flew inside Rose. “You both were fools to transform into drones! I can easily defeat a puny drone!” The Queen said.

Rose continued to scream in pain as the chips around them glowed and ready to activate. "H-Helix…h-help me…" She whispered desperately as tears ran down her face.

Nanomech heard her voice as he knew that Rose was suffering, but no longer as he managed to get on top of the queen. "We didn't just turn into any ordinary drones of yours! Thanks to the Omnitrix, we're both half drone, half equines!" He told the queen before he punched the queen in the head. She then zapped Nanomech off before he landed on the artifact. The moment he touched it, he felt power coursing through him as his body glowed bright. "Drones can adapt." He said before he turned his Omnitrix sideways to activate the Omni-kix armor.

Soon dark green armor covered his body with silver outlines while wires made out of energy emerged from the edges of the armor. The queen was shot by this before Misty kicked her back and created energy wires out of her body herself. "And us equestrians never give up!" Misty added as they both unleashed a powerful energy wave right at the queen.

“AAAAAAHHHHHHHH!!!” The queen screamed in agony before she exploded into oblivion as a shockwave was released, sending both Nanomechs and the artifact flying.

Back out of Rose, she screamed before she was surrounded by orange energy as it started leaving her body and creating a swirl in the ceiling. The mind controlled creatures felt a single energy leave them as the chips were now exploding out of existence as the others watched in awe before a simple flash shined, which darkened the room. The lights soon turned back on as the sun shined out through the doors as every creature looked around in confusion once freed from the mind control of the chips.

Rose fell onto her knees as both Nanomechs came out through her nose with the artifact as they both grew back to normal size as their Omnitrixes timed out. Rose's body soon disintegrated as it became nothing but a pile of chips.

“They did it.” Xylene said to them in awed.

Chip quickly cut through the crowd of creatures and over to the pile with a very concerned look. “Rose…” Chip said as he looked down at the pile of chips, hoping that his daughter was okay as he dug through the pile. Soon, after digging through the pile of chips, he felt some fur in them as he quickly grabbed a filly body as he looked and saw his daughter, now in her normal pony form again. “Rose!” He cried as he held his daughter’s head carefully.

Rose squinted her eyes before she slowly opened them as she looked at her father. “Dad?” She muttered with a weak smile. Chip started to cry as he held his daughter close with a warm smile on his face. Helix and Misty soon joined the others as Helix was holding on to the artifact in his hoof, but Galvo had his eyes widened when he saw the artifact but kept quiet.

“Rose?” Helix asked in concern.

“She’s alright, Helix.” Dust assured with a smile as their friends were about to hug him and Misty, but they stopped them.

“Uh, might not hug us. We flew in through a lot of snot.” Misty said as they backed away a bit with a nod as they shared a laugh.

Delta then realizes something. “Dad.” He said as he rushed off away from the group as the doors opened as every creature walked out with confused looks while trying to figure out where they are and see if there’s a way back. “Max! Max, where are you!?” He called out to his father. “Dad!” He called before he felt a hoof as he turned and saw Max beside him with a firm look.

“You got a lot of goals. Disobeying orders, defying my authority…” Max started.

“Dad, I--” Delta tried to say, thinking his dad is still mad from before.

“You know what kind of behavior gets you?” Max questioned before he got his son into a hug as he gave a laugh as he and Delta smiled at each other as they walked out with the others into the lot as Max gave a guilty look to Chip. “I’m sorry, Chip. None of this has ever happened if I trusted you.” He said to his old friend, who is carrying his daughter on his back.

“No Max. It wasn’t right to go in alone.” Chip said before Rose turned to Helix.

“Helix… thank you.” Rose said as she and Helix touched hooves. “You came for me like I know you would. I’m forever grateful.” She said with a smile before they both hugged each other. "I guess when I saw you with that filly, I guess I was afraid that you had forgotten me."

“I would never forget you, Rose. You’re my bff.” Helix said with a smile. “I spent every day wondering if you were okay since you were gone. And if something had happened to you, I would never live with myself.”

"So…are you back to your old self or are you still made of chips?” Spike questioned Rose. "Because we saw you as a big pile of it before you turned back into that."

“I--I don’t know.” Rose said uncertainty with concern. “I don’t remember what else the queen did to me. It was like, I was watching myself do terrible things.”

“It’s alright, sweetie. We’ll solve this.” Chip assured her with a warm smile.

“We can resign you back to the Plumbers, Chip.” Dust said with a smile. “And check out your daughter to see if she’s part alien with the chips now or not. And maybe get her into the Plumbers Academy if she’s interested.”

"That would be nice…" Rose said with a smile. “But can I have a bit of rest? All that chip producing sort of made me exhausted."

“Sure, take all the time you need. But the offer still stands.” Xylene said with a smile.

“If it wasn’t for Chip, we wouldn’t be here.” Delta said with a smile. “We make a pretty good team.”

“We’re more than that. We’re Plumbers.” Misty said as she turned to Helix and Delta. “And the Plumbers have very great leaders.”

“Indeed they do.” Max said with a proud smile at his son and grandson. “Helix, maybe someday you might lead the Plumbers when you're older. But Delta, what would you say if I ask you to step in as you are now promoted to Magister?”

“What?” Delta asked in surprise.

“Well, I’m not getting any younger. And believe me, I’ve been waiting for this moment long enough.” Max said with a smile.

“But, Dad, I couldn’t take over.” Delta started.

“You already have in a way.” Max said as he looked at his son and grandson, “The Omnitrix and your leadership wouldn’t be with anyone. We should count ourselves lucky the Omnitrix found your hoof, Helix and your leadership and determined, Delta.”

“I hate to say it, Dad. But, Grandpa is right.” Helix said with a smile as the others all turned to Delta with a smile.

“Can you at least get a 30 day trial period?” Pinkie joked as they all laughed as Delta turned to his Grandpa.

“I… I am honored, Dad.” Delta said to his father. “I guess that means even more exciting adventures for us."

“Whatever you say, Magister Delta." Dust teased.

“Just Delta to the family, dear.” Delta said as he turned to Max. “I promise I won’t let you down, Dad. I’ll make you proud.”

“You already have, son.” Max said with a smile as he then looked around. “Now, what did that zombie me do with my ride?”

"You can ride with us, Max." Celestia told him with a smile. Helix looked at the artifact he was holding as he could still feel the power coming off of it but just shrugged as they continued on.

Once they got onto the mobile base, they took off into the road as the sun shined at them, they saved Equestria, the whole universe from the nanochips and saved Helix’s old friend and brought her and her father back into the Plumbers as their summer just got more interesting. Helix soon put the artifact in his box of souvenirs before putting the box away. Little did he know that the artifact was still glowing and there could be more to it than meets the eye.

Chapter 17: The Rath of Peace

Most of the group was waiting outside of the new mobile base while Rarity had on some swimwear. She was tapping her left hoof frantically and impatiently while she had an impatient look on her face. "Come on Rarity, didn't you once tell me that patience is a virtue?” Sweetie Belle asked her older sister.

“Not if we’re losing our light!” Rarity said impatiently as Manny walked out.

“We’re not losing the light. It’s eight in the morning.” Manny pointed out.

“He’s right. The beach will be open all day.” Celestia assured. “We have plenty of lights. I should know.”

“You’re right.” Rarity said calmly before she snapped. “Get a move on!” She exclaimed as the others flinched at her outburst as Delta drove the mobile base right next to them.

“Geeze, take it easy, Rarity.” Delta said with a brow. “The new mobile base takes time to get used to. She got these new details I haven’t figured out yet.”

“Yeah, and we’re just five minutes behind. You’re being more like Twilight when she’s behind schedule.” Spike commented while Twilight raised a brow.

"He's not wrong." Starlight told Twilight.

"Hey, I'm just as excited to go to the Crystal Water Beach as much as the next pony, but aren't you being a little impatient?" Trixie asked Rarity with a brow.

"Look, I just want to get there before something happens.” Rarity explained.

"Like what, what could happen on such a fine day like this?" Blitz asked when he walked out of the mobile base.

“Hi, Blitz.” Ruby said with a wave, which Blitz smiled sheepishly and waved back.

“Incase you forgot what we told you about our last summer vacation, whenever we go somewhere, something always happens to us.” Rarity said to them. “Monster on the loose, old enemies returning, meeting new enemies, alien invasion…”

“Sometimes it rains.” Pinkie commented.

"I'm serious about this!" Rarity snapped at Pinkie. "I just want one, one, normal summer day where we can just relax for a change! No aliens, no monsters, no fighting! Just a nice quiet time at the beach so I can relax."

"I'm afraid that's not going to happen." Delta side of when he walked out with a hologram tablet. “I just got a message from the Plumbers that we're going to be expecting some company."

“Oh, dear.” Rarity muttered with her ears dropped.

“Now?” Helix asked in surprise. “What kind of visitors are we expecting, Dad?”

"Well, the first one is going to be Pierce and his team as they've been assigned a very special assignment.” Delta told them which got Helen excited.

“My brother is coming?!” Helen asked excitedly as she ran around Delta. “He’s coming here! Oh! That’s great! I can’t wait to introduce him to all of you! Especially you, Helix!” She said as she rushed up and gave Helix a tight hug.

“Good to know.” Helix grunted with a strained smile from Helen’s tight hug.

“So who is the other part of the group?” Manny asked while Fluttershy petted Zed.

“Well, judging from what the message just said, I think we’re about to see both groups right about--” Delta said as a blue flash appeared in front of them, revealing Pierce, his team which is two aliens in Plumber gear, and two white aliens with blue clothing, a female and a male, while the female is holding the pod. “Now.” He said in surprise.

“Wow, that was fast.” Dust commented.

"It is a very important assignment." Xylene mentioned.

“Pierce!” Helen cheered as she rushed up to her brother and gave him a surprise hug, which he caught with a smile.

“Good to see you too, sis.” Pierce said with a chuckle. “Still as fast as I remember.” He commented before seeing Manny. “Manny, what’s up bro?” He asked as he and Manny shared a fistbump.

“Doing fine man.” Manny said with a smile.

“And how are you girls doing?” Pierce asked Lolaxx, Zs’Spooky, and Attea.

“You know, doing fine and all, going on adventures and kicking bad guys butts.” Attea bragged.

“Of course.” Pierce said before seeing Helix and the rest of the group. “And you must be Helix and his friends they’ve talked about so much.” He said as he walked up to him. "They talked a lot about you."

"Nice to meet you too." Helix said with a smile. “Helen mentioned you a lot and really missed you." Celestia then approached the two aliens in blue robes with a smile.

"It's a pleasure to meet you both, welcome to Equestria." She greeted with a bow.

“Greetings.” The male blue robe alien said with a bow. “I am ambassador Zaw-Veenull, and this is Cicely, from the planet Lewoda.” He introduced her with a smile while he gestured to the female. “We are seeking Helix Watch, the protector of this planet, bearer of the Omnitrix and the one who defeated Vilgax the Conqueror."

"Present." Helix called out as he raised his hoof.

“We hope you will undertake a delicate mission with the Plumbers on our behalf.” Zaw-Veenull said to him. “Only the legendary Helix Watch has the reputation and skills to accomplish it.”

“Really? Wow, I didn't know I was a legend.” Helix said in awed.

“Looks like words spread out to the galaxy after we took Vilgax down.” Rainbow commented.

"You said it." One of the Plumber Cadets spoke with a female voice.

“You must help the Plumbers deliver this treasure so that peace may rain between the Lewodans and our foes, the Pantophage.” Zaw-Veenull said while gesturing to the container sphere Cicely was holding with a frown.

“Treasure?” Spike asked.

"What kind of treasure is it?" Sunburst asked them with interest as he pushed up his glasses. "Some sort of intergalactic space crystal?"

"Oh no, something much more valuable." Zaw-Veenull replied before Cicely pressed up on the pod and it opened up.

It is revealed to be a baby Lewodan that is floating in the air giving a cute sound with a cute smile. The group looked surprised while the girls cooed at its cuteness. “Aw! It so cute!” Fluttershy cheered with sparkles in her eyes.

“It’s so adorable!” Twilight added with a wide smile.

“Allow me to present, the Tiffin, our crown prince if you will.” Zaw-Veenull introduced as Tiffin floated towards them.

“Crown prince?” Applejack said in surprise.

“Now there’s a surprise.” Blitz said.

"You wished us to deliver your son?" Luna asked Cicely in surprise with a brow.

“I wish to not to, but I had no choice.” Cicely said sadly.

“Is this a hostage exchange?” Starlight questioned with a brow.

“Hostage? Oh, no, nonono!” Zaw-Veenull told her. “It is simply a show of trust. To demonstrate our sincere desire for peace with the Pantophage.” He said as Tiffin floated towards Misty and Helix as their Omnitrixes started frizzing out with sparks, which shocked them. “Isn’t that right, Cicely?”

“Yes, of course ambassador.” Cicely said sadly before they noticed Helix and Misty looked at their watches.

“Is anything wrong, Helix Watch?” Zaw-Veenull asked as they turned to them.

“Uh, no. We’re good.” Helix said as he looked at his watch and shook it a bit.

“Excellent.” Zaw-Veenull said as he put out a small yellow cube. “This credit cube is for your expenses.”

“How would a cube help us out?” Apple Bloom asked before Lolaxx walked forward and inspected it as she smiled.

“This is a gold cube!” Lolaxx said with a smile. “I heard about it but I have never seen one before! These are very rare, they don’t have any spending limit. Pay anything you want in the entire galaxy!”

“You mean we can buy any treats in the galaxy?!” Pinkie asked excitedly. “Amazing!”

“Well, we are honored to help, but how are we supposed to take the Tiffin where he needs to go?” Twilight asked them as Fluttershy held the Tiffin in her hooves.

“Yeah, the Omni-Copter is great to fly around the world, but it’s not built for space travel.” Looma said to them. “I knew I should’ve had my dad install a hyperdrive.”

"That's where we come in." Pierce spoke up. “We got transportation already covered." He said as he pressed a button on his gauntlet, which revealed a giant transportation ship in front of them as the door opened.

"We're supposed to fly in that thing?" Scootaloo asked as Looma looked it over.

"Huh, a Tachyon 9-30. One of the best ships. Ugly on the outside, but all great and engine on the inside.” Looma inspected. “The outside is to keep unexpected visitors from noticing an important cargo from being transported.”

“Whoo! Space trip!” Pinkie cheered as she entered the ship.

"Just one day…" Rarity groaned in frustration. "Can we not have just one day?"

“Sorry, Rarity. But you can’t have it all.” Applejack said with a smirk as they all went into the ship.

“Don’t worry, ambassador. We’ll get the Tiffin to his destination. You have my word.” Helix promised as they all started entering the ship, but then both Omnitrixe’s started sparking up again as they entered the ship with Pierce and the two Plumbers.

Soon, the ship was flying across space while the Tiffin was cooing and flying around. “I have never been in space before! This is so amazing!” Twilight said in awed while looking out the window.

"Yeah, I fly high, but not this high!" Rainbow mentioned with a very excited grin.

"Okay, it should take us a bit to get to where we're going." Pierce informed the others. "So we can just sit back and relax until we get there."

"I really don't get why they asked for so much protection just for a prince." Manny mentioned as the Tiffin floated around.

“The ambassador didn’t tell us the whole story.” The second plumber with a male voice said to them.

“Wait, you mean he didn’t tell you anything?” Dust asked in shock.

“Nope.” The female Plumber said.

“And you think it’s right to use a baby as a peace treaty?” Starlight questioned with a brow.

“Cicely surely was sad to see her baby being taken away.” Luna noted.

"She did look very worried about her son." Celestia mentioned as the Tiffin flew around Helix and Misty.

“Hey, kid, we can’t play right now.” Misty said gently as their Omnitrixes sparked up again.

“What is up with these things now?” Helix asked as he tapped his Omnitrix as the Tiffin flew close to him as he felt a shock. “Ow!”

“You okay?” Misty asked before she felt the shock from her watch as well. “Hey! What gives?!”

Just then, both Omnitrixes glowed as the two were caught in a flash of lights. Helix resembles an orange and white bipedal tiger with one black claw coming out of each wrist and no tail. He is also muscular and has green eyes and black stripes on his shoulders, head, legs, and upper body as well as a white jaw, neck, chest, stomach, hands, and feet. His Omnitrix is on his chest.

Misty had an alien similar to Helix’s, hers have a more feminine appearance and breastbone showing with her body in a slight curve while her Omnitrix symbol was on her chest while her fur was white.

Both of them shook their heads before they both growled. “Rath!” Helix exclaimed as he grabbed his chair and tossed it away as it smashed into a corner.

"Fury!” Misty called as she stabbed the chair she was sitting on with her claws.

“Helix?!” Button asked as they turned and saw Misty and Helix transformed. “Misty?!” Tiffin floated above the two cat aliens as it gave a whimper before Rath gave a mighty roar at him. This caused Tiffin to hide in the shelves while whimpering in fear.

“You dare scare a baby?!” Fury yelled as she then tackled Rath.

“You wanna fight me, cous?! Let’s go!” Rath yelled as he tossed Fury across the room right at the control console.

Fury got up and glared as she growled. “It’s time for payback!” She yelled as she and Rath charged at each other. "Fury pile driver!" She called out as she piledrived Rath to the ground.

He quickly got up and grabbed her from behind. "Tedraman suplex!" Rath shouted as he jumped up and slammed her right into the ground, damaging the ship more.

“Okay, you two need a time out!” Flash called as he turned to Twilight. “Twilight, knock them out!”

“I’m on it!” Twilight cried as she focused her magic and shot at the two alien cats’ heads, trapping them in a bubble as the two struggled to get it off.

“Time out?!” Fury questioned. “No one can stop us!”

“We’ll show you that nothing can beat us at-- Did we just use up all our air?” Rath asked with a frown, feeling light headed.

"We did…" Fury told them before their tongues hang out of their mouths when they lost consciousness.

Soon, Fury and Rath regain consciousness as Tiffin floated above them. But when he saw them come to, Tiffin screamed before flying off behind Fluttershy. “Helix? Misty? Can you understand us?” Smolder asked them casually, which caused the two to growl at her.

"Let me tell you something, Smolder the Dragon, one of the many students of the school of friendship and pupil of Hope, we completely understand you! Do you think we're idiots?!" Rath shouted at her as he was struggling to move his arms.

“Yup. Thick as a brick.” Gallus smirked.

“You wanna fight?! You wanna fight?!” Both Fury and Rath yelled as they roared at Gallus, who kept his smirk as the two cat aliens turned and saw them tied up in magical ropes.

“Not helping here, Gallus.” Silverstream said with a look at her as Dust and Delta walked forward.

“Calm down, kids. We need you both to listen.” Dust said calmly to them.

“You both had just transformed into Appolexians.” Delta said to them. “We researched them on the A.L.D.B.”

“Huh?” Both Fury and Rath asked while some others gave confused looks.

“The Alien Lifeform Data Base.” Xylene translated. "The Appolexians are powerful, argumentative, extremely aggressive and believe that any problem can be solved through violence."

"Not true, sometimes punches!" Fury shouted.

“A lot of punches!” Rath added. "Sometimes you have to hit things a lot!"

“And sometimes they’re not too bright.” Pierce said as Fury and Rath growled at him. “And sometimes their cat-like nature kicks in like growls.”

“But wait, when they transform, they still act like their own personalities.” Ruby said with a confused look.

“Yeah, how come these forms made them have the personalities as giant cat wrestlers?” Blitz asked with a confused look.

"It might be their DNA that's causing their personalities to be like this." Lolaxx said with a thought. "I'm going to have to contact Azmuth and Zenith about this, but what really bugs me is that they should have timed out by now."

“What are you talking about, Lolaxx, sister of Myaxx and my girlfriend?!” Rath questioned.

“Uh, it’s been over 20 minutes. Usually the Omnitrixes would’ve timed out by now.” Lolaxx said to them.

“Weird.” Smolder said with a brow.

“Okay, we’re going to let you two go, but you have to stay calm. Control your anger. No stomping or fighting.” Twilight said firmly as Rath and Fury nodded as she released them.

“Perhaps if you two reboot the Omnitrixes, it might transform you back.” Helen suggested.

“Okay, but not because you told us too!” Fury told her.

"Okay, reboot." Rath said as they both hit the Omnitrixes but nothing happened. "Reboot!" They hit them again as they were starting to get furious.

“They’re busted! Come off us!” Fury yelled as she and Rath both started tugging their Omnitrixes from their chests.

“Helix! Misty! Stop!” Manny yelled as Fury and Rath flung themselves up and fell down as they all looked down before the two cat aliens got up.

“Anybody hungry?” Rath asked with a smile.

"I'm starving!" Fury shouted with a grin.

Soon, they parked at a space station that was closed by as they entered and saw many aliens eating what appears to be a bar of some kind while Tiffin was hiding in his pod while Xylene carried him. “Wow, that’s a lot of aliens.” Pinkie commented.

“An alien hangout?! Awesome!” Rainbow cheered in excitement.

“Remember, we’re on a schedule.” Twilight said firmly as she contained her excitement as they entered the bar.

“What for?” Rath asked.

"The delivery, the peace treaty to stop a war, remember?” Tempest told him with a brow.

“Whatever.” Fury said as a butler robot was passing by. “Hey, food robot.” She said as she and Rath walked after the butler robot.

"They're heads are in their stomachs at the moment right now." Pierce mentioned. "Let's just get some food and then head back to the ship. And whatever any of you do, do not mention the Tiffany to any of them."

“Don’t worry, brother. We’re keeping it low.” Helen assured her brother with a smile.

“But still, these guys would definitely kill us if they knew we had the Tiffin." Delta whispered to them as an alien walked up to them.

"Delta, long time no see." The alien said as they saw him as some sort of lizard-like alien with six arms and a sharp tail at the end.

“Hey, Valdor, how have you been?" Delta greeted with a small smile.

“Oh, you know. Here and there.” Valdor said with a shrug. “I also have rumors that you were promoted to Magister. Congrats.” He said with a smile.

“Yeah, well, being a Plumber is important.” Delta said with a shrug before Valdor turned and saw Dust and the rest of the group.

“Dust. Xylene.” Valdor said simply.

“Valdor.” Dust and Xylene both said in the same expression.

“Awkward.” Sandbar commented to the others, who nodded in agreement.

"So, what do I owe the sudden visit?" Valdor asked with a brow. “Just so you know I didn't do anything wrong, lately."

"It's a little Mission we're doing, top secret.” Dust told him with a firm look.

“Something that you shouldn’t know about.” Xylene said.

“Okay, I’ll bite. What is going on?” Twilight asked in confusion.

“And how did you three know this guy?” Flash asked in confusion while gesturing to Valdor.

“Valdor was once a friend I knew back in the day before we became Plumbers.” Delta said to them. “We used to chat and come up with ideas together.”

“But when we joined the Plumbers, we found out that he was smuggling alien tech to either gain money or for his own personal need from across the galaxy.” Dust said while giving Valdor a glare.

“We caught him every now and then, but clearly he still has business to run.” Xylene added with her arms crossed.

"Oh come on, it's about your little present you got for your birthday?" Valdor asked with a shrug. “Because I was planning on giving you a better gift."

"Just back off." Xylene told him with a look.

"Okay, okay, message received." Valdor said as he started to walk away but only went around the counter. He then lowered himself so they couldn't see him before his tail started to extend it out and he could hear what they were saying through his tail.

“Wow, that guy was a little intense.” Ruby commented.

“We were lucky that he didn't know of our precious cargo.” Tempest said.

“You mean Prince Tiffin of Lewdons that we have to deliver to stop a war to go into a peace treaty?” Pinkie asked all of a sudden as Valdor widened his eyes when he heard what she said.

“Pinkie!” They all whispered harshly to the pink earth pony

“Can’t you even whisper that part?!” Pierce questioned.

"The Tiffin is very valuable, like very, very, valuable and this place is filled with alien thugs." Pierce whispered to her. "Last thing we need is them at our throats just to get it."

“Oooh, whoopsie.” Pinkie said with a sheepish tone.

Valdor gave a smirk as he reached up his communicator on his wrist. “Hey, it’s Valdor. I know I owe ya and you’re looking for me. But I got a tip that will make you square again.” He said with a smirk.

"What's taking our food so long?" Rainbow asked impatiently.

“Yeah. I don’t want to be here any longer.” Applejack said with a suspicious look while keeping his sister close to her.

"Oh come sis, we're just getting food at a bar." Apple Bloom pointed out. "What could happen?"

Then suddenly, two aliens with blasters came out from the front door. “Okay, if y'all wanna stay alive, don’t any of you move.” One of them said with a look as the aliens around the canteen gasped.

"Wait, that's the Veetle Brothers?" Delta mentioned with confusion.

“Veetle who now?” Scootaloo asked in confusion.

“That’s right. I’m Octagon and this here is my brother Rhomboid.” Octagon said.

"Sup?" Rhomboid. "People call me Boid."

"But you two are like the worst criminals in the universe, like you're very bad at your job.” Dust mentioned. “Like for example, the last time we saw you, you ended up blowing up your own ship with you both inside."

“Wait, they blew themselves up?” Sweetie Belle asked in surprise.

“How are they alive if they did that?!” Tender Taps asked.

“The explosions happened on a fairly regular basis.” Octagon said to them. “We are might what you call clones.”

"Clones, that's a thing?" Twilight asked them.

“Mmm-hmm.” Boid said with a nod. “Our folks used a home kit to make us.”

“Boid.” Octagon started.

“They bought a lot.” Boid continued.

“Boid.” Octagon said a bit loudly.

“It was on sale, what would pass the ‘the best if used by’ date. Spoiled I guess is what you called…” Boid said before Octagon stopped him.

"And it's a trade secret that we don’t talk to strangers or the Plumbers, Boid." Octagon reminded him with a brow.

“Oh, that’s right.” Boid said with a nervous chuckle as he scratched his head. “I forgot.”

“Now hand over the Tiffin so we can hold him for ransom.” Octagon said firmly, which shocked the group.

“How did he…” Delta started before he growled. “Valdor.”

"You do know it's not going to happen." Celestia told them as some of the young ones stood behind the grown ups while the others ready their weapons.

"Then we got ourselves a little disagreement." Octagon said as he and his brother ready their blasters.

“Um, maybe we should give them the Tiffin.” Blitz said nervously before Ruby elbowed him. “Ow!”

“Not right.” Ruby said firmly.

“Let me tell you something, Blitz!” Rath spoke up as he and Fury came in with their trays of food. “Nobody is giving nobody nothing!”

"Yeah, and no one interrupts us eating!" Fury shouted at the brothers.

“Are those Appoplexians?” Boid asked his brother in surprise.

“Yep. And they're even stupider and meaner than we are.” Octagon told his brother. “We’re gonna need what you might call an edge.” He added as he turned to the crowd. “Listen up! 1,000 credits for anyone who might join up with us!” He declared as the aliens around the ball stood up and ready their weapons as they looked at the heroes.

“Oh dear.” Celestia muttered.

Now they’re making this interesting.” Discord said while eating some popcorn.

"Kids, stay down." Applejack told her sister and the other six. "Things are about to get ugly."

“Aw, but we can help.” Cozy said to them as Fury grabbed a robot and tossed it at Boid, knocking him down as Fury and Rath charged at the other aliens coming at them.

“Finally, some action!” Rainbow cheered as they all started fighting the aliens.

“Protect the Tiffin!” Pierce called out as he and the two Plumbers armed their blasters and started firing.

"Don't let them have the Tiffin!" Delta called out as Looma slammed to alien heads together before throwing them at a bunch of them.

“Oh, I’ve been waiting to fight someone!” Looma said with a cheered before she grabbed two more aliens and spun them around over her.

"It did feel like we were getting sluggish!" Attea called out as she flipped over a couple of aliens before blasting them in the back.

“Well, compared to Equestria, this is an upgrade!” Helen called as she used her speed to knock some aliens away.

“But we obviously never lost our touch.” Zs’Spooky said as she used her arms to shock a few and put them out cold while Zed started attacking the aliens and knocking them down.

"Heads up!" Tempest held the Tiffin before tossing him to Twilight, who caught it before she was grabbed hold of.

“Hey! Put me down!” Twilight called before she was thrown from the counter and across the room, which made Flash angry.

“No one messes with my mare!” Flash yelled before he flew in at high speed and tackled the alien across.

Twilight got up as she groaned before she saw aliens charging up at her. “Dust! Catch!” She called before throwing Tiffin to Dust before she flew up as the aliens crashed into one another.

"Manny, the Tiffin!" Dust called out as she tossed the Tiffin over to him.

“I got him!” Manny called as he caught the Tiffin before seeing Octagon pointing a blaster at Fury and Rath. “Helix! Misty! Behind you!” He called out.

But when the two Appoplexians turned, Octagon blasted at them, which he smirked before he gasped in shock when he saw that other than making a crater and burning the food to a crisp, Rath and Fury were unfazed. They both looked at their food as they growled in anger. "Let me tell you something, Octagon Veetral, you've gone too far!" Fury shouted.

“A man’s food is his castle!” Rath added.

“I believe what you’ve done there is mixing you’re what you might call metaphors.” Octagon corrected before Fury and Rath tackled him down. Boid saw his brother in trouble as he was about to kick them off, but Fury pounced him down while Rath held up Octagon. “This gonna hurt I suspect.” He said a bit nervously.

Soon, the Veedle Brothers were then tossed from an airlock and into the void of space. “Well, that didn’t work out so good.” Boid said before he and his brother froze in the vacuum of space.

The group soon went to the door as they saw both Rath and Fury still fighting. "Misty, Helix, we're leaving!" Ocellus called out.

“Come on! We were just getting warmed up!” Rath called before they were dragged off while the fighting continued while Valdor watched them go.

Soon, they were back in the ship while Fury opened up the Tiffin’s pod. “You’re a lot of trouble, you know that?” Rath questioned as Tiffin whimpered sadly as Fury elbowed him. “Hey!”

“He’s just a baby! Don’t upset him!” Fury snapped before she closed Tiffin’s pod as the other watched as the two Appolpexians started eating some food that was caught on their fur during the fight.

"Wow, it's like when they were little all over again.” Dust whispered to the others.

"Now thanks to Valdor, they know about the Tiffin and will be gunning for us.” Delta complained.

“Guys, this is serious. What if Misty and Helix are stuck like this forever.” Xylene stated.

“This is so not like the time when Helix went as Greymatter for a whole day.” Helen said in concern.

“This has happened before?” Pierce asked his sister in surprise.

“Long story.” Zs’Spooky said before their ship shook. “Oh, now what?!”

Soon, some laser shots were being fired as a ship came up from the side. “Greetings, Equestrian forms…” Soon the monitor showed an Incursion. “This is Commander Zanfroid.”

“You’re my species! An Incursion!” Attea said in shock and a bit of anger.

"They related?" Button asked with a worried tone.

"None…" Attea growled, “Here’s the thing, some of us Incrusions like to be peacekeepers while some of us love war. Either on other planets or each other to an endless meaningless fight.”

“It’s true. We just can’t get enough of this stuff. It’s what we live for.” Zanfroid said with a smile.

“And I guess you know about the Tiffin!" Attea shouted at him. "You know we're not going to give it to you!"

“Sounds about right. So prepare to be boarded then killed. Nothing personal, I'll let your father know that you fought well.” Zanfroid said with a smirk before the transmission was cut.

“Geeze, that’s reassuring.” Attea growled.

"I'll handle this!" Rath shouted before he started walking to the door. "I'm coming over to them!"

"You're going to need a space suit!" Twilight called out.

"I got one!" Rath shouted before he turned the dial on his Omnitrix to activate the Omni-kix armor. His armor resembles an armored/robotic version of Rath with white, black, and dark orange armor designed to resemble tiger stripes, green details, and three white claws on each of his wrists. His face is covered by an orange helmet with green eyes.

“No fair! I want to fight!” Fury yelled.

“Yeah, well one of us has a space suit, so I’m gonna fight!” Rath snapped as he exited the airlock.

“The Omnitrixes won’t let them time out but Helix can still use his armor?” Fluttershy asked in surprise.

“That’s a bit strange.” Spike commented.

“Very strange.” Yona said while scratching her head.

Onboard, Zanfroid’s ship, he heard crashing and smashing sounds and grunts going on in the hallway from his throne room as he walked up and peaked through the window and saw some debris flying around with his troops floating around lifelessly as well.

This shocked him before giant claws were piercing the doors, cutting it open before Rath kicked it down as the sucktion of space was heard as he walked towards the commander. “Okay Incursion Commander Zanfroid, I’ve beaten everybody on this ship but you! We can fight or you can go!” He warned.

“Frigbit.” Zanfroid said with a nervous look.

Soon Rath returned back to the ship before he turned the dial on his chest to deactivate the armor. "So how did it go?" Tender asked him when he returned to the bridge.

“I talked to him. He said we can go.” Rath said naturally as Tiffin cooed with a smile. “Okay, don’t get all emotional.” He said before the ship started firing at them again. "Incursion Commander Zanfroid lied!"

"Let me at the controls!" Attea shouted as she took the controls and started steering the ship. "I'm putting us in high gear!" She said as she made the ship go faster, which made those who didn’t took a seat were pushed back by the force.

“Engines full!” Zanfroid ordered as his ship went turbo fast after them as they started firing on their ship.

Attea then noticed a swirling vortex. “A black hole! Sweet!” She said with a smirk.

“No, not sweet!” Twilight exclaimed. “As much as I want to see a black hole, this isn’t what I have in mind!”

“We’ll be sucked in, Attea!” Ruby exclaimed.

“No we won’t, but they will.” Attea said as she picked up the speed again, but she quickly moved the ship around as they took off at high speed while they felt their bodies being pushed back by the force.

Zanfroid and his ship weren't lucky as they were being sucked in. “I really hate her. Just like her father.” He said before he and his entire ship was sucked into the black hole completely.

A bit later, Fury and Raph were sound asleep after escaping the Black Hole as Tiffin was using his tip to tickle their noses. After a few moments, they got annoyed. “What is it, Tiffin?!” Fury questioned as the Tiffin gave a cooed.

She then pulled on the bottom of the Tiffin, which made the Tiffin jiggled when she let go. Fury did again with a chuckle. “I guess you are--” She started before she noticed the others' amusing looks before Fury grabbed Tiffin and hid him behind her back. “What?”

“We got good news and bad news." Delta told them. "The bad news is that the engines blew when Attea did that little stunt back there." He said as Attea gave a sheepish shrug.

"The good news is that we have just enough energy to get to the nearest planet to make some repairs." Dust added with a smile. “And it's a tourist trap, so we can relax for a bit."

“Finally, a place where something won’t kill us.” Rarity said in relief.

“What kind of tourist trap is it?” Twilight asked.

They soon landed on a planet where a bunch of different aliens were having a good time, and there were some aliens that looked very familiar to one alien in particular. “Oh, I remember this planet.” Looma said in surprise with a smile.

“You know this place, Looma?” Smolder asked in surprise.

“My aunt took me and my cousin to this planet because she said that sometimes a warrior needs to relax now and again." Looma said with a warm smile. “Very unique, and very fun place here."

"Why do those aliens look similar to Arctiguana?" Cozy asked while pointing at a couple of aliens in different colors that looked similar to Arctiguana.

"That's because we're on his home planet." Delta told her.

“Really?” Rumble asked in surprise.

“Oh, yes. This is their homeplanet after all.” Looma said with a smile.

“But they’re cold like aliens. I thought they would live somewhere that is more chilly.” Scootaloo said with a brow.

“Hey, I don’t mind. I’m a living heatsource after all.” Blitz said with a smile.

“Oh, they have the polar peaks from the north and south of the planet.” Looma said with a smile. “We’re just in different elements of the planet.”

“So basically, the elements of the nature of this planet?” Flash asked with a brow. “Interesting.”

"And while the repairs are being made, we can relax here and have fun.” Pierce mentioned. “Like having a good time at the beach."

“Finally! We can have fun at the beach!” Rarity said with a huge smile as if her prayers were heard.

“Ah! Water! I hate water!” Rath complained.

"Me too!" Fury shouted with her arms crossed.

"Oh yeah, Appoplexians can't swim." Xylene mentioned.

“They are part cats, so it makes sense.” Fluttershy said.

“Oh, don’t worry. There are other things than the beach here.” Looma said with a smile. “You two can check them out.”

“Sure! Come on, cous, let’s go explore!” Rath said as he and Fury walked off.

"Some of us better go with them and make sure they don't wreck anything." Twilight mentioned with a concerned look.

“We’ll go!” The CMC, Button Mash, Cozy, Tender Taps, and Rumble said with their hooves raised.

“Absolutely not!” Both Applejack and Rarity told them.

"And the reason why is because they're big alien, easily triggered, tigers." Rainbow pointed out.

"I'll go with them just to make sure." Looma volunteered. "It would be nice to see how this planet is doing."

"So, shall we enjoy the beach now?" Rarity asked as she was already in her swimwear.

“Where did she even…” Looma tried to asked.

“Don’t question it.” Rainbow advised as they then spread out.

Soon, the group were now at the beach with their swim wear while most of them are either at the water while the rest are relaxing on the sand. “Now this is better.” Luna said with a relaxed smile as she took a sip of her drink.

“Indeed, Luna. It was what I asked for.” Rarity said while trying to get a tan while wearing sunglasses.

"May I offer a drink, mama?" An alien offered Rarity.

“Just water, please.” Rarity said with a smile.

“Right away.” The alien nodded as he gave Rarity a cup of water.

"You guys have got to try the local delicacies here, they're good!" Pinkie told them with a mouth full of food.

“Uh, no thanks. I prefer normal food for our standards.” Twilight said with a cringed look.

“But you have to admit, this place is the nicest planet we ever came to. And the first.” Flash said with a smile.

“Yeah, I guess that’s true.” Twilight said with a smile as she scooted close to her coltfriend.

"Hey guys, check out all these awesome souvenirs!" Rainbow called out with some souvenirs.

“Where did you get those?” Applejack questioned with a brow.

“I had them from the gift shop over by the snack bar.” Rainbow said while gesturing to the two stands. “Seriously, this place is great!”

“Remember, this is only a stop while the ship is undergoing repairs.” Delta said to them. “Best to enjoy while you can because we still have a mission to complete.”

“Yeah, yeah, Delta. We get it.” Manny said while doing some stretches. “But please, this is the best one we had so far. What the worse that could--”

“Don’t!” Spike exclaimed, startling Manny. “Just don’t say it.”

"Yeah dude, every time one of us says that sentence, something bad happens." Gallus told him. "Just think it, don't say it."

“Um, if you say so.” Manny said with a weirded out look. “I wonder how Looma and her group are doing with Helix and Misty.”

As it turns out, they were in some sort of big mushroom part of the planet as they were looking at a few paintings that were drawn on some trees. The aliens were making the paintings with their own unique little fluids. “Okay, that’s just gross.” Sweetie Belle said with a cringed look.

"But the artwork is pretty nice." Button Mash mentioned.

“This is where they take the unique landscape of the plant and paint them with their own fluids.” Looma said with a smile. “And yes, it’s a bit disturbing, but the artwork is beautiful to the right details. Just don't breathe too much of the fumes in.”

“Why?” Scootaloo asked before some of the fumes squirted on her face as she coughed. Before she knew it, the fumes got to her head and the images on the wall started moving in her own head. "Whoa…the pictures are moving…"

“That’s why.” Looma said as they continued forward as Fury and Rath got bored.

“Oh, there’s nothing to punch here.” Rath complained.

"Or even fight…" Fury added with her hands on her hips.

“Which is a good thing for us.” Rumble said to them. “Better than nearly getting blasted into space.”

"Helix Watch, is that you?!" They heard a familiar voice called out before they turned and saw Volcanus.

“Oh no.” Apple Bloom muttered as Flury growled with a glare.

“Yeah, so?” Rath questioned with a look.

“So what happened? You set the Omnitrix to ugly?” Volcanus joked as he gave a laugh. “You set the Omnitrix to ugly….” He laughed as Rath and Fury extended their claws.

“You know him?” Looma asked in surprise.

"Volcanus tried to blow up our planet with Sixsix by using element X, and failed!" Fury growled.

"What is he even doing here?" Cozy asked.

“Let me tell you something, Volcanus!” Rath yelled as he ready his claws, but Looma stopped him.

“Easy, Helix. Don’t do anything rash.” Looma said gently to him.

"Look, I'm just here for a nice little vacation." Volcanus told them as an alien approached him.

“Mr. Volcanus, I got that crate of element x you asked for.” The alien told him, which made him flinch a bit.

“Really? On vacation?” Fury questioned as her claws were kept as she clenched her fists.

“Uh, a little, um… side job I’m uh…” Volcanus stammered as he saw their glares. “Um, I mean, uh…”

"Can I beat his butt again?!" Rath asked as he cracked his knuckles.

“Yes. Go nuts.” Looma said with her arms crossed.

“I like to see him get beaten up.” Scootaloo said excitedly.

“This could be good.” Button said with a chuckle.

“Fine by me! Let’s get him, cous!” Rath called with a grin.

“With pleasure!” Fury yelled as she and Rath charged at Volcanus and they started fighting him.

“This is just like one of those dreams I had where everypony you know was in it and they all wanna hurt you.” Cozy commented.

"Wish there was popcorn." Apple Bloom mentioned as they watched.

Soon, Fury and Rath slammed their claws down, creating a shockwave that sent Volcanus flying before crashing into the ground before they held him up. “You’ve ruined my whole operation!” Volcanus roared.

“True, but we actually had a bit of fun for once.” Fury said with a smirk.

“And kicked some butt.” Rath added. "And now, we're going to destroy that creative element X stuff." He then looked at the alien Volcanus was working with.

“Uh, it is just over there.” The alien said nervously while pointing to the crates full of Element X.

“Thank you.” Looma said with a smirk.

Soon, Rath, Fury, Looma and the children all walked out back to the others by the beach. “Oh, there you all are.” Delta said with a smile. “We were wondering where you all went. We haven’t seen you for a while.”

“Oh, we had a little fun in the painting mushroom area, but ran into an old friend of yours.” Looma said with a natural smile.

“Who was it?” Xylene asked.

“It was Volcanus. Try to get more Element X, but we kicked his butt.” Rath said with a smirk as he smashed his fists together.

“Volcanus was here?!” The group who knows Volcanus all exclaimed in shock.

"We took care of him." Fury told them with a smirk.

“Okay, are there any other villains that are around?!” Applejack questioned as Sixsix was closed by, but when he heard what Applejack just said, he backed away and hid out of sight. “And you kids were near Volcanus?!”

"We just watched, and a word of advice, don't breathe in the painting's fumes." Scootaloo replied. “Trust me.”

This made them confused before Looma spoke. “Long story.” She said before Delta’s watch beep.

“Well, I just got word that the repairs are done. So we better get going.” Delta told them.

“Aw, can’t we stay a little longer?” Rarity complained.

“Rarity.” Dust said firmly.

"We still have a peace treaty to make for another planet.” Twilight reminded her. "Maybe we can come back here on the way back."

“I’m okay with it.” Rarity said as she then stood up.

A bit later, the ship exited hyperspace as they orbited around an orange planet. “Well, there's the Pantophage home planet.” Pierce said to them with a smile. “Our final destination.”

“Now this has been a long trip.” Helen commented to her brother before she noticed the Tiffin looked a bit worried. “Hey, what’s wrong little guy? Don’t worry. You’ll be okay.” She assured him with a smile.

“I have an incoming signal. From the planet Lewoda.” Dust said in surprise as she pressed a button before Cicely appeared on hologram.

"My dear Tiffin, I just wanted to tell you how proud I am. Of what you're doing for our planet and our people." She told her son before she looked towards the others."Please, I beg of you, do not give my son to the Pantophage."

"Hang on, you came to us, okay!" Rath shouted at Cicely. "We didn't ask for this job, but like it or not, we're going to finish this job!"

"You didn't need to be so harsh about it." Trixie told Rath.

“No. He is right. It is as it must be.” Cicely said sadly as they entered the planet before making a landing in front of a palace as most of the buildings look like baked goods.

"Wow, this place looks sweet." Pinkie commented.

“Don’t even think about it, Pinkie.” Twilight warned as they walked up to the palace gates, which opened to reveal a giant bloated red alien with chiefs making something as they walked in front of him.

“I am Jerit. King of the Pantophage.” Jerit said to them.

“That is one fat alien.” Rainbow whispered in surprise.

"We have brought you the Tiffin, in sign of its species in hopes of peace for both species." Delta told Jarit.

"Let's just get this over with." Rath said as he took the pod from Dust and approached the king. "And here it is!"

"And I thank you for your trouble." Jerit said with a smile as he reached down and picked up the pod. The Tiffin got one last look at Rath as he cood with a pleading look.

“Sorry little guy.” Rath said as Jerit took Tiffin away.

Jerit then placed the Tiffin on top of what looked to be a cake when one of his chefs came over. "There, isn't that lovely? He asked before he quickly took the cake and quickly ate both it and the Tiffin. The others had their mouths opened with shock as Rainbow Dash, Tempest, and Luna felt light-headed before they fainted and fell to the ground.

"D-Did you just eat him?!" Fluttershy questioned him in shock.

Jerit licked his fingers. “Yes, I did.” He said with a glee.

“We thought you were gonna keep it!” Rath shouted.

“We thought he was a peace offering!” Fury shouted next.

“Yes. Well, he was all that, plus a rare delicacy. That’s what piece offering is here, on my planet.” Jerit said with a smirk.

"Rath, Fury…" Fluttershy spoke with a bit of anger in her tone. “Sick him…"

"Good, because eating babies is not cool!!" Rath shouted before he activated his Omni-kix armor just as he and Fury jumped onto Jerit's face.

They forced his mouth open. “Hang on, Tiffin! We’re coming!” Fury yelled as she and Rath dived down into his throat. Jerit was shocked before he bulged his cheeks as his stomach moved around before Rath and Fury smashed through the teeth as they landed on the ground with Tiffin with them, who is covered in saliva while giving cooing sounds. “Yeah we know. We felt the same.”

Jerit licked his broken teeth before he glared at them. "How dare you! Certainly you realize that this means war!" He threatened as Rath glared at him through the suit.

"One sec." He told the others before he jumped right onto Jerit's face again. "Let me tell you something, Jerit of Pantophage, me and my cousin just jumped on your throat! If you start a war with Lowdens, I'm going to do it again, only this time I will knit your intestines into a sweater!" Rath roared before he jumped down to the others as Fury rubbed Tiffin before Rath gave Jerit a growl, which made him flinch in fear.

Soon, the heroes exited the palace as they walked towards their ship before a pod similar to Tiffin’s appeared before Cicely and Zaw-Veenull came out as Tiffin squeaked happily and floated to his mother. “My son, alive!” Cicely cheered happily as her son flew around her. “It’s a miracle!” She cheered in joy.

"We're happy to help." Twilight mentioned before she frowned. "Although a little warning of what he was going to do with the kid would have been nice."

“What do you mean?” Zaw-Veenull asked in confusion.

“Did you know that Jerit was going to eat the Tiffin?” Fluttershy asked with a glare.

This made Zaw-Veenull a little nervous. “Well, I wasn’t sure exactly, but…” He started.

“You weren’t into the full details and just going to give Cicely’s son away without even knowing the consequences?” Luna questioned with a glare.

"Well I--" He was going to say before Rath pulled him in by the collar.

"Never, talk to us, again." Rath growled with a threatening tone.

Zaw-Veenull nodded nervously as Rath put him down before Cicely walked up to him with her baby. “Thank you, Helix Watch. Thank you all.” She said with a smile as Tiffin cooed happily as the three went into their pod and they took off.

Soon as they left, the two Omnitrixes started sparking before Helix and Misty finally timed out after a few sparks. “Helix! Misty! You’re back!” Flash said as he hugged his cousins with his wings.

“Yeah. As soon as the Tiffin left, we went back to normal.” Helix said with a smile.

"Looks like he was interfering with our watches somehow.” Misty said with a shrug. "Gotta say, those aliens were so… so angry."

“Good guess.” Discord said as they all turned to him.

“You mean you knew?!” Celestia asked with a glare.

“Well, I wasn’t sure exactly, but it was a hunch because well, Lord of Chaos.” Discord said with a shrug as they all gave him a look.

“Helix, I believe he would like to have a word with Rath on the way back." Celestia said as Helix already activated his Omnitrix.

"Already on it." Helix growled as he programmed Rath and slammed down on the core. “Let me tell you something, Discord the Lord of Chaos!" Rath roared.

“Please don’t.” Discord whimpered, seeing that he’s in for a long talk and beaten all the way home.

Author's Note

Here's some information from the ink tank about both Rath and Arctiguana's home planets:

And here is what the Omni-kix armor for Rath looks like and the abilities that come with it:

POWERS AND ABILITIES
● Omni-Kix Rath retains all of his regular counterpart's powers but enhanced to greater levels
● Instead of the single claw of his regular counterpart, Omni-Kix Rath has three retractable claws on each wrist, with each claw being incredibly sharp

Chapter 18: It's too Hot!

It is a nice sunny day in Equestria, and a bit of the hottest day in the summer as if a heat wave hit Equestria like a bomb. “Geeze, it’s the hottest summer day of the year. With an extra sun with the heatwave.” Manny said while wiping his brow.

"Who exactly is in charge of this heat wave?" Twilight complained as she was using her wings to fan herself.

“Don’t know, but if the Pegasi are taking a vacation, it’s a long one.” Rainbow said with a look as she chugged some cider to cool herself.

"Hey, take it easy with the cider!" Applejack told Rainbow as she quickly took her mug away. "Only brought a few of those."

“Hey, if you guys wanted to cool down, how about asking Helix or Misty to turn into one of those ice aliens to cool us off?” Cozy Glow suggested.

“One, that is irresponsible, and two…” Misty tried to say.

“Sometimes our watches have a mind of their own and it didn’t go well either.” Helios added with a dull look. “Last time when I tried to fix my parent’s old AC at the old mobile base, I turned into Greymatter and ended up blowing a fuse into it."

"Well why not any other aliens like Big Chill or Overflow?" Button suggested.

“Like I said, mind of its own.” Helix said as he looked at his Omnitrix. “Ever since this watch was upgraded, I can barely predict what aliens it gives me when it’s not the one I need. And unless I risk turning into NRG or Heatblast, you guys like an extra heat close to the sun?”

"Yeah, plus there are some other aliens on there you haven't turned into yet.” Helen mentioned as she was sitting on a big block of ice. "Like that one that looks like a chicken mixed with a hawk or something."

“Mmm, haven’t tried it yet. But eh, if I find time when there’s trouble, I’ll go for it.” Helix said with a shrug. “And the other aliens, well, from experience, I just sorta roll with it.”

"By the way, where did you get the block of ice?" Zs'spoocy asked Helen.

"The north…" Helen said with a shrug while others raised her a brow.

“North?” Rose questioned with a brow.

“Super speed to the Frozen North, Helen?” Delta asked with a brow.

"Can you blame me? It's like the sun got closer or something.” She pointed out before looking at Celestia. "Can't you turn this heatwave down or something?"

"I can raise and lower the Sun, I can't control how hot it can be." Celestia mentioned said with a brow.

“Though sometimes I wish we could.” Luna said while having a fan levitated close to her. “It’s so hot, not even I could stand it.”

“That’s not all.” Xylene said as she looked at a high tech heat meter. “The meter can’t even keep track of how hot it is.”

"Really, I barely even noticed." Looma said sarcastically before the meter suddenly spiked. "Did I insult it or something?"

"No, it's not you or this heat wave, it's detecting radiation heat." Xylene told her with a worried tone.

“Wait, radiation?” Flash asked in concern as they all got up. “You mean something nuclear is causing this heat?”

"Yes, but strangely enough it's on the move." She mentioned with a confused tone.

“Wait, it’s alive?” Fluttershy asked. “Are we having a nuclear alien close by?”

“Allow me to check on something.” Dust said as she typed on her computer before detecting a red spot that was moving. “I’m detecting high nuclear readings that are close by. And it’s moving fast.”

"How?" Gallus asked before they heard a loud thud on top of the base and heard the sounds of hooves moving on top of it. "Never mind, I think we figured it out."

Then coming out from the top of the mobile base, the group saw a some sort of earth pony filly wearing a dark pink fur coat while there was a containment unit she was carrying on her back. She turned to see the group coming out and they saw she was wearing some sort of visor over her eyes. "Is she wearing a fur coat? Who wears a fur coat in a heatwave?" Smolder questioned.

“Saids the dragons who can handle the heat of lava level.” Helix said with a brow as he stepped forward. “And whatever she is, she is definitely up to no good.”

“How can you tell?” Misty questioned her cousin before they saw some pony police chasing after the escaping pony.

“Call it a hunch." Helix said with a brow as Misty growled in irritation at being proven wrong.

"Hey, you don't know if they're chasing me." The filly said with a smug tone before, and this surprised the group, her front legs suddenly stretched and she flung herself onto a rooftop.

“Okay, I know an Earth Pony cannot do that.” Applejack said in shock.

“But that was so cool!” Scootaloo said in pure excitement.

“You think she’s an alien or part alien?” Rose asked.

“Well, whoever she is, she’s clearly stole something if the police are chasing her.” Helix said as he activated his Omnitrix. “Helen, you’re the fastest, catch up to her.” Helen nodded as she sped off. “Zs’Spoocy, Misty, you girls with me and Zed. Everyone else, follow us.” He said as he slammed his Omnitrix down and transformed into Spidermonkey.

“Okay, right by ya.” Misty said as she slammed her Omnitrix down and transformed into her version of Big Chill. “Now we stay cool.” She quipped as Spidermonkey got on Zed.

“Okay, Zed, time to start webbing.” Spidermonkey as Zed’s collar glowed as she turned into her version of Spidermonkey as she gave a roar and shot webs to where the escape stretchy pony went off to. “Whoo-hoo!”

“Okay, Azmuth really should’ve stuck to a normal collar.” Zs’Spoocy commented with a chuckle as she and Misty flew off while the others followed in the mobile base.

With the stretchy pony, Helen sped up next to her. “Whatever you are or who? And whatever you stole, might wanna give it back.” Helen said with her arms crossed.

"It's not exactly stealing if I just walked in and grabbed this fusion core!" The filly replied before she grinned at Helen. "And you might want to watch where you're going or you'll miss this next turn!" She then stretched her hoof to make a quick turn as Helen just kept on going straight.

“Hey!” Helen said in shock. “I can’t believe I fell for it.” She said as she sped back to where she made the wrong turn.

The filly then saw Big Chill, Spidermonkey, Zed, and Zs’Spoocy chasing after as they tried to to grab her, but she dodged each attempts as she used her stretchy powers to get herself more distance and more defense before she at the edge of a building as the three heroes went up to her.

“At the end of your rope, huh?” Spidermonkey quipped with a smirk as Zed growled at her. The filly then looked below her before looking back at the heroes approaching her.

"Not exactly ever." She said before she taunted them to come at her. They then quickly charged at her as Spidermonkey tried to shoot a web, but she quickly flipped out of the way as his web quickly got Misty before the visor fell off and they saw that she had deep purple eyes with some sort of headband on her head.

They looked at her in shock as the filly stretched her hooves to the top as Misty yelped and tried to get the webbing off. “Seriously? Why me?” She questioned as she tried to get the web off her while Spidermonkey and Zs’Spoocy looked up at the filly, still holding the container strapped around her.

“You heroes might hold the power, especially you and your cousin Misty, Helix Watch, but I got the reach.” The filly said with a smirk before the container unleashed a red sphere as it then dropped onto the pavement, which Helen sped up next to it.

“Huh, must be our lucky day.” Helen said as she was about to touch the sphere.

“Helen, wait!” Xylene yelled out as the mobile base came up behind her. “Don't touch it!” She exclaimed as the red sphere then started melting the pavement as Helen backed away, but what shocked them even more is that the filly stretched down and touched the sphere with her bare hooves as she put it back in her container.

"How did she touch that without burning off her hoof?" Dust questioned before the filly continued on.

“Where is she going?!” Looma questioned while looking around.

Delta took out a device as he read radiation levels on his Plumber badge. “She went this way.” He said as he pointed to a direction as they continued on while Spidermonkey, Zed, Zs’Spooky, and Misty followed before they stopped at a cave. “Now she must’ve entered that cave. The radiation in there is spiking like crazy.” He said as his badge gave off intense levels.

"What's down there?" Luna questioned before Helix, Misty, and Zed timed out and transformed back.

"Hey wait, I think I might know where this leads." Twilight mentioned before she pulled out a map. "Remember I made a map of the different Undertowns before, and this one lines up to an Undertown right here in the city."

“Huh, so she’s an alien.” Rainbow said with a shrug. “Great, another alien thief from an underground town we need to catch. On a hot day.” She complained as she wiped her brow. “Could we at least get some refreshments?”

“Quit complaining and let’s go, sally girl.” Applejack said as they all entered the tunnel and jumped off to an Undertown where they are in a convenient store as they looked around as Delta kept getting radiation readings.

“It said that she is close by.” Delta said while looking at his badge. “The signal’s getting stronger.”

"Okay… maybe we should get something to drink.” Applejack mentioned as she wiped a lot of sweat off of her brow. “Somehow it's even hotter down here than it is up there…" She said as Dust nodded and paid for some water as they all drank some and poured some on themselves, which released some steams.

“You’re right. Much hotter than on the surface.” Twilight said while waving her wings to fan herself faster.

“Even I can’t stand it.” Discord muttered while sweating like a pig.

"And the thing that's giving up the radiation is this old thermal generator.” Delta mentioned as he looked at the alien device in front of them. "Old space junk."

“Not junk. A bargain. Twelve tanians.” The alien vender said with a smile.

“Not what we were looking for.” Delta said as he turned off his plumber’s badge as he inspected it. “Maybe if I recalibrate the settings to a specific fusion core…” He muttered.

“Uh, Delta, don’t bother because we found her.” Flash said as he pointed up and saw the alien filly running on some pipes on the ceiling as they grappling hook up and chased after her until she stopped at a sign that says dead end.

"I got her!" Looma declared before she jumped up and landed in front of the filly.

“Sorry, no touches.” The filly said as she stepped aside and stretched down over to another pipe before Helix and Manny stood in front of her. "Oooh, you turned equine. She complimented Helix with interest.

"Okay, just drop the nuclear device and come with us." Manny told her.

“What if I tell you that I can't do that and I won't come with you?" The filly questioned with a smirk.

"It's not even a matter if you could, you're outnumbered." Helix pointed out.

“You sure you won’t just trust me on this?” The filly questioned with a smirk as she stepp;ed back. “No?” She then went over the edge of the pipe as Manny and Helix rushed after her as they landed on another pipe as Delta and Dust fired at the next pipe blocking the filly as she jumped into the next one and continued on.

"It's hero time!" Helix declared before he slammed down on his Omnitrix and transformed into a new alien. Helix’s new alien resembles a humanoid combination of a rooster and a hawk. He has sharp black claws on his toes and talons on his hands, as well as two larger talons protruding from his arms. He has green eyes and a short yellow beak and is covered in brown feathers. He also has a white-brown mohawk and belly. He wears a green mask, a green belt with a white stripe, and black briefs. He wears a strap vest with the Omnitrix symbol on the vest hooker.

“Oh, the new alien Helen mentioned.” Helix said as he looked at his new form. “Huh, I do resemble a chicken.” He commented as he saw the filly running off, which he rushed after as he was a bit faster than an average creature. “But he’s a bit fast.” He said with a smile.

He seems to be catching up with the filly as she continues to stretch away from him. “Oh no you don’t.” Helix said as he then jumped in front of her, which surprised both of them. “Ooh, I’m loving this.” He said as the filly then started getting into close combat as she swung her hooves around, which Helix blocked them and counter her fists as he then did a few punches and a kick, which send her back a bit as the two exchange blows before the filly stretched her hoof at him, which Helix quickly grabbed. “Oooh, and this guy is a good fighter.” He said with a smirk before he held onto the filly’s hoof and tossed her up and onto the pipe as it cracked a bit. “I think I’m calling this guy Kickin’ Hawk!” He said with a smirk. "Now I got you!"

"You sure?" The filly asked with a brow before the others jumped down and the pipe they were on suddenly broke apart. They all fell down as a smokescreen appeared as they landed on the floor. “Ow.” She said while rubbing her head as she saw Kickin’ Hawk holding the container.

“Pretty sure.” Kickin’ Hawk said.

“Get off her!” A voice called out as the group turned and saw a bunch of humanoid-like aliens with fur coats, similar to the filly's, only they were colored dark blue and their skins were in a shade of purple. “Off!” The one in the dark purple coat yelled as some of them aimed their weapons at them, which they backed away from as the filly got up with a smirk. “Give us the fusion engine.”

“Who are you?” Pinkie asked in wonders.

“We are the Kraaho. I’m Seebik.” The leader said.

“Can you do this quickly, Seebik. I can see my breath.” One of his men said to him while seeing his ice breath.

“You’re cold? What’s your problem?” Manny questioned with a brow.

“You’re the one with the problem.” Seebik said with a look. “The fusion engine.”

“You are not getting it.” Dust said with a look.

“Not without a fight.” Kickin’ Hawk said right before the Omnitrix timed out, leaving the group feeling embarrassed while the filly gave a smirk as she took the fusion engine back and tossed it to Seebik, who used his stretchy arm to catch it as he gave a smirk. “Okay, is every creature around here made of rubber?” Helix questioned.

The filly gave a smirk as she walked up to the Kraaho as she removed her ID Mask, revealing her full appearance as she is a humanoid alien like the other Kraaho as she wears a purple jacket, with white fur collars and cuffs, pink stockings, and purple snow boots. She has pinkish-red hair and a tiara with a diamond-shape at the top. She also has purple eyes and light pink skin, with two purple markings on her cheeks, and large whitish protuberances where a human's eyebrows would be.

“Only the winners.” She said with a smirk and a hand on her hip.

"Great, but we're warning you." Attea told the alien with a look.

"Yea?" She asked with a brow.

Helix tried to activate his Omnitrix, but it was still timed out as he turned to the others. “Uh, Misty, guys, a little help here because I got nothing.” He said.

"Why don't we do this again sometime later?" The alien said with a grin. "This or anything else that's fun."

“Huh?” Helix asked with a brow before his girlfriends realizes that she was hitting on him.

“C-C-Can we get going, S-S-Seebik. I’m freezing.” The Kraaho said to the leader.

“Ester, stop talking to that equine cold cut.” Seebik said as Ester frowned as she turn back to Helix with a smirk as she walked off.

“Okay, what’s her deal? And how are they freezing?” Gallus questioned.

“Yeah, because it must be a milling degrees down here.” Sandbar added.

"Yeah, but Kraaho need extreme temperatures, like magma hot temperatures." Lolaxx mentioned. "This heat is like a blizzard to them."

“Huh, opposite temperature aliens, make sense.” Attea said with a shrug.

"In other words, they're tungsten based life forms." Delta summarize.

“Seebik, two more minutes and I’m an ice sculpture.” The Kraaho complained.

“Alright, Lacno.” Seebik said in annoyance. “But first, finish them off.” He said as he pointed to Helix and his group.

"Seebik, that’s Helix Watch and his team!” Ester exclaimed to the leader. "He defeated Vilgax the Conqueror."

"Don't forget about Twilight!" Pinkie pointed out. "She's also the future ruler of Equestria!"

“Back to the hotspot.” Seebik ordered Ester with a look.

“But, you never said you…” Ester said with a look at the leader. “This isn’t the Kraaho way!”

"The Kraaho way is what I say it is!" Seebik shouted at her. “Go! Now!” He ordered as Ester sighed as Seebik and his troops stomped hands and latch onto each other as steam began to come off of them as the group started to sweat while giving confused look.

"What are they doing?" Rainbow asked with confusion.

"Let's not let them finish to find out." Misty mentioned before she activated her Omnitrix and transformed into her version of Gravattack. "Let's make them take off!" She then used her power to make the Kraaho levitate in the air. "First I make you weightless, and then--" Before she could do anything else, her Omnitrix suddenly timed out and she transformed back while the Kraaho fell to the ground. “Then, I timed out.” She said as she looked at her Omnitrix.

“That thing timed out quickly then Helix’s!” Ocellus said in worry.

“It’s a prototype!” Lolaxx exclaimed in defense. “There’s bound to be some bugs.”

"Wish it wasn't that kind of bug." Misty said with a nervous look.

The Kraabo stood up, but then they saw Ester turn a vial as some water washed over a couple as Seebik looked up and saw Ester doing it. “Sorry, I can’t let you do this.” She said as the Kraabo give out frost ice as they groaned as some ice steam gave off as she jumped off as the heroes were at the tunnel. “Come on!” She said as she grabbed Helix and lead him and the others out as Seebik growled as he saw one of his troops stuck to a pipe similar to a tounge stuck to an icicle.

They all rushed through the tunnels before they stopped in the middle of a sewer. “Hurry!” Ester said as she held Helix’s hoof as he yank it away.

“Wait I can’t run away.” Helix said firmly. “We can't just run away and let them have that fusion thing, no matter if they're made of tungsten whatever." He told her with a look. "I'm a hero. We need to stop them."

“They already got what they want.” Ester assured them with a smile. “They won’t be anymore trouble.”

“Everything about this is trouble.” Twilight said with a look.

“Yeah, so we’re--” Helix was cut off when Ester grabbed him and they followed her.

On the surface in a village, Ester opened up a hatch from underground. “The Kraaho can’t follow us up here, too cold for them.” She said as everyone walked out of the hatch and into a clearing in the forest.

“Sure, because it’s only a hundred degrees. In the shade.” Rainbow said rhetorically.

“The Kraaho need extreme heat, yet you seem fine without it.” Attea noted while looking at Ester.

“I’m only half Kraaho. To me, it’s just nippy out.” Ester said with a smile as she did a stretch.

“And the fusion engine?” Xylene questioned.

“They needed that to keep warm.” Ester answered.

“And now they have what they need. So the problem is solved?” Gallus asked.

"Basically, yeah." Ester simply replied. "Exactly. At least one of you gets it, some of you are just overthinking it."

“Hey, we don’t--” Misty tried to say.

“It’s Ester!” A voice spoke up as the group turn and saw a group of XLR8 aliens playing a game.

“Hey, Ester!” A little girl XLR8 called out.

“Ester!” They all cheered in happiness.

“Friends of mine.” Ester said to the group with a smile.

“Come play with us.” A boy said as Ester rushed up to them. “Yeah!”

"Sure, as long as you don't mind my new friends joining in!" Ester replied before she looked at the others. "Unless some of you are too slow to play."

"Too slow?" Helen repeated with a brow. "Pass me a stick." She said as Ester tossed a stick and Helen caught it.

“Well, come on, player.” Ester said with a smirk.

“Wagon!” One of them said as they moved out of the way as they all cheered as they and Helen played hockey around while Helen moved faster as Ester caught the puck with her stick before swinging it as the XLR8 group moved aside before Helen caught it with her stick with a smirk.

“Impressive.” Ester said with a smirk.

"Thanks." Helen replied with a smirk.

“Wagon!” The boy said again as they moved aside as they got back into the street before they got back in.

“Let me show you rookies how real speed goes.” Helen said as she took off at high speed with the puck, leaving a trail of dust behind as Ester stood ready, but Helen hit the puck as it hit the bucket as it was sent flying as the gang cheered as Helen gave a smirk with a hand on her hips. “That's real speed.”

"I don't get it, we were chasing a thief yet she doesn't seem all that bad." Manny whispered to the others.

"She stole a fusion device, radioactive, very dangerous." Twilight whispered harshly.

“Not what these kids think.” Looma said with her arms crossed.

“They do appear to like her.” Celestia added while rubbing her chin.

"She said she only took it to help her people, and they did seem like they were freezing." Luna mentioned with a brow. "But I get this feeling that this leader of the Kraaho has another agenda."

“And is it Yona or is it hotter than before?” Yona asked as she wiped her brow as she had a ton of sweat falling off as the other alien kids felt the same way.

“So, who wants to cool off?” Helix asked as he activated his Omnitrix and turned into Overflow and shot water out of his hands, causing a sprinkler to fall on them as the kids all cheered as a rainbow was made as Ester gave a smile. “Hey, Helen, Ester, girls.” He said as the Aliens girls turned and saw Overflow aiming his hands at them.

“No, no.” Ester giggled as she and Helen backed up.

"Helix, don't you even dare!" Helen told him with a smile.

“Try it and you’ll regret it.” Looma warned.

“Even if it’s hot out here.” Attea added.

“I can’t feel anything, so?” Zs’Spoocy said with a shrug.

“Don’t even think about it.” Lolaxx said.

"You mean this!" Overflow soon lasted them with his water attack and got them soaking wet while they giggled in amusement.

“Well, that is refreshing.” Helen joked as the others watched while Helix timed out and brought out some towels to the girls while Ester shivered and blew on Helix’s face, causing him to chuckle as the water on him turned to snow as he looked at Ester with a smile, who gave a light blush.

Ester gave a laugh as she rushed off while the girls gave jealous looks as the other half of the group walked up to them. “She likes you, darling.” Rarity said with a smile to Helix.

"Well yeah, she's fun." Helix mentioned, as if he didn't know what Rarity meant. "And it seems she likes the others too."

“Yes, but she's not innocent.” Twilight said with a firm look at Ester. “The party’s over.”

“Aw, but it just began.” Pinkie complained.

“Aren’t you being a bit harsh, Twilight?” Spike questioned with a brow.

"Yona…need…a drink…" Yona huffed as she was sweating more than the others before Pinkie Pie pulled out a large beaker of lemonade.

Back in the Hot Spot, the Kraaho seem to be building a large device as they placed the fusion core on top of it with a large crane. Which powered up as Seebik watches before his partner came in. “It’s ready.” He said.

“Fire the laser!” Seebik exclaimed as the drill laser powered on and drilled beneath.

“How long will this take? I’ve been cold for so long, I’ve got frostbites on my…” He tried to say.

"Enough with the whole how cold it is jokes!" Seebik shouted with an annoyed tone.

"...my frostbite…" His partner said to himself.

A moment later, tow Kraaho looked at the monitors. “Seebik, the lasers struck magma!” He called.

“Here we go.” Seebik said with a smile. “Men, up now!” He called as magma bursted through the floor. “Ah. Finally.” He said in relief.

“Yeah. Yeah. I was so cold that…” His partner stopped as he saw Seebik giving him a look as he cleared his throat. “Nevermind.”

“Now let’s clear some room for… what do they call it? Topside?” Seebik asked.

“Equestria.” His partner corrected as more lava burst out as Seebik smirk.

“Make way for new Equestria.” Seebik said with a smirk.

Up topside, Yona was chugging down the entire pitch of lemonade as Smolder let out a small chuckle. "Might want to slow down or you're going to give yourself pucker lips." She jokingly mentioned.

“Good thing us dragons have scales and can take the heat.” Spike said with a smirk as he and Smolder high five each other.

“Good for you two.” Flash said with a brow before they all felt the ground shaking.

“Whoa! Earthquake!” Rainbow called out.

"I think it's much worse than that!" Tender Taps shouted as he saw a river of magma coming towards them.

“Lava?!” Sandbar called out in shock.

“Oh, that’s not good.” Rose muttered.

“I swear, I didn’t know!” Ester called out in shock..

“That the Kraaho would use the fusion engine to do this?!” Twilight questioned with a look. “This is their work, isn’t it?!” She added as Ester gave a guilt look.

“Twilight, now’s not the time to blame games!” Delta said firmly.

“Well, it’s hero time!” Helix said as he stepped forward and faced the magma as he activated his Omnitrix and turned into Arctiguana. "Time to freeze this lava in its tracks!" He soon Unleashed a powerful ice breath that froze the lava, which left a few crystals in its bedrock.

“Ester! You’re okay!” The little XLR8 girl said as she hugged Ester in relief as Helix timed out.

“For now.” Helix said.

“Look, the lava is still coming!” Sweetie Belle called out while seeing the lava still flowing.

“What will happen if it flows down to the Undertowns?” Cozy asked as the little XLR8 girl got worried.

“My parents!” She said in worried.

"If this continues, all of Equestria will be covered in lava." Celestia mentioned with a firm look.

"And unless every creature is a dragon, they're toast." Smolder added.

"Ester, we definitely going to need that fusion engine back, the Kraaho used you just do this." Delta told her.

“They said they wanted to make it warmer, down there.” Ester said.

“Down where? The place they told you to go to, right?” Helix asked. “The hotspot?”

“You’re asking me to betray my people.” Ester said.

“Asking? We're begging you.” Helix said as Ester looked down in thought.

At the hotspot, more lava was flowing down as the Kraaho took off thier coats and power up their weapons. “It’s a miracle, Seebik! You turn this frozen wasteland into an oasis.” He said to the leader.

“As soon as Old Equestria fell and the stragglers are dealt with, how does the New Equestria strike you?” Seebik asked his troops.

"Seebik!" He heard Ester called out before he saw her marching up to him with an angry look. "You lied to me! You used me!" She called him out.

“How long can we stay in this cavern? A generation? Two maybe?” Seebik questioned her. “We need a world, Ester.”

“This world doesn’t belong to you. You can’t roast it!” Ester yelled out.

“It’s not up to debate! My word is law!” Seebik yelled as Ester glared at him.

Little did he or the rest of the Kraaho know, she had brought Helix and the others down as they were at the entrance of the Hotspot. "Look at that." Delta whispered to the others. "That drill must be what's causing the lava to flow out."

“So we need to take it out.” Dust said as Helix activated his Omnitrix and turned into NRG.

“Create a distraction, I’ll get the fusion device.” NRG told the group.

"Uh, where'd Yona go?" Sandbar asked before they saw her going over to a large rock and jumping on top of it. "What is she doing?"

"Kraaho, look at Yona!!" She called out to get their attention. “We play game of tag!" She soon jumped down from the rock and went over to one of them before tapping one of them on the chest. "You are it!!" She then started making weird sounds as she ran away from them while they began to chase her.

"Yep, it's official, the heat has gotten to her head." Cozy mentioned with a shake of her head.

“Eh, I taught her that.” Sandbar said with a shrug and a smile.

“I think Pinkie is way better at distractions.” NRG said as he walked off to the fusion core while the Seebik and Ester watched Yona get chased.

"You brought her here?!" He questioned Ester. "Your father would be ashamed of you."

Yona keep running as she avoided the laser fire before she found herself sweating from the intense heat as she was then surrounded. “Um, good!” She said with a nervous smile. “Who wants to learn the electric slide?” She said as the Kraaho aimed her weapons at her. “Yona scared.” She whimpered.

Soon, the others jumped in and started fighting off the Kraaho as they fought them with their powers and skills as Misty transformed into her version of Four Arms as Seedik rushed up and faced them ad Delta growled and rushed towards him as the two exchange blows, but Seebik grabbed his hand with a smirk before stretching his arm, smashing Delta into a wall. Ester soon joined the fight as she used her stretch powers to keep the Kraaho back.

Seebik soon saw NRG climbing up the drill and realized what they were doing. "Keep that cold cut away from the drill!" He called out to his men while pointing at NRG.

“Get off me!” NRG yelled as he was pinned down as the Kraaho then started pulling on his armor.

“No! Please! Whatever you do, keep the suit closed! Don’t open him up! That would end NRG!” Dust pleaded, but kept a grin on our face as there was an alternative motive.

The Kraaho liked the idea as they pulled harder, which opened up the suit as a bright flash appeared as a red energy beam with green straps and green pants with shoulder and knee pads on as the Omnitrix symbol was on his belt buckle. “Suckers, haha!” NRG said as he then flew towards the Fusion Core and shot a beam of radiation that sliced it in half as he picked up the core as Seebik saw this as he pushed Ester away.

“Warriors! Do not let him--” Seebik was cut off when he saw NRG actually eat the core. “Do that…” He muttered in shock as NRG gave a mighty burp, which they all looked in shock before he finished.

“That is good fusion engine.” He said before he then fired at the driller, destroying it while on the surface, the lava flow stopped flowing as NRG went back into the armor before the Omnitrix timed out.

"Dude, that was awesome!" Gallus told him with a fist bump with Helix.

"Did you know that part about NRG?" Rainbow asked Dust.

"Well yeah, the reason why he has that suit is because he's literally a walking radioactive alien." Dust mentioned with a grin. "The entire species has that whenever they go off world."

“Well, now that was another part of NRG that I like! No wonder he kept in a suit of armor.” Helix commented with a grin.

“Well, you won. Happy?” Seebik questioned the heroes with a look.

“You haven’t exactly lost. We’ll do just fine here in the hotspot.” Ester told him.

"Yeah, you guys even have your own personal hot spring of lava to keep you warm." Delta mentioned while pointing at a few pools of lava. "Although Seebik, you're going to have to be under arrest for what you try to do, by authority of the Plumbers."

Seebik was silent for a moment. “Coexisted, living next to a city of cold cuts? That is not the Kraaho way.” He said.

"Us ponies used to be the same way, but that only hurt our kind by keeping to ourselves." Twilight spoke up. "Only by changing our ways can only make things better for all."

“And it’s my father’s way as well.” Ester added.

“Yeah.” Helix nodded before something caught the group for what she said. “Wait, who is your father?”

"The old leader of the Kraaho, before Seebik.” Ester said before Seebik and the other Kraaho bowed.

“What are ya’ll doing?” Applejack questioned with a brow.

“Anything she wants. She defeated me.” Seebik answered while looking at Ester.

“And…” Ester asked in confusion.

“And the Kraaho way is whatever you say it is.” Seebik added.

Ester looked at the others before she smiled and stood tall to her people. “Coexistence.”

“You allow it?” Seebik’s partner asked.

“As long as you don’t step out of line.” Twilight said with a firm look.

“And if you do, well…” Helix added as he gestured to his Omnitrix.

"Yeah, I don't think it needs to be said." Manny mentioned with a grin and his arms crossed.

Ester then raised her hands up. “As leader of the Kraaho, I swear to this day…” She called out before she turn to Helix. “That I will always be a good neighbor to Helix Watch.” She said as she stretched her arms around Helix and hugged him as Helix felt squeezed from it as the other alien girls gave Ester a jealous look.

“Um, yeah. Well, easy now.” Helix said as they broke the hug. “I think the others might need to leave because this is getting too toasty in here. Right guys?” He asked as he noticed some of the group feeling really sweaty and dehydrated.

“Water.” Rarity pleaded while raising her hoof.

"Yona…need…water…" Yona breathed out.

Back on the surface, Pinkie Pie humped over to the group with a few jugs of lemonade. Yona quickly grabbed one of them and started chugging the whole thing. The others followed as Helix watched in surprise as they chugged their jugs of lemonade down really quickly as they took steady breathes.

“Thanks, Pinkie.” Cozy said in relief.

“Man, that was getting toasty down there, even for us.” Smolder said while gesturing to herself and Spike. “I think our scales were starting to sweat.”

"Twilight, I think you should make a little note in your little dragon book that there are some things even a dragon can't handle." Spike mentioned with a wipe from his brow.

“Noted.” Twilight nodded before the XLR8 group went past them.

“Hey, Ester’s boyfriend.” They all said to Helix as they went past them, much to his embarrassment and his girlfriends' irritation.

“Where’s Ester?” The Girl XLR8 asked.

“Still at large.” Dust lied.

“Not her fault the fusion engine was never recovered.” Helix added with a shrug as the others gave him a brow. “She’s not my girlfriend! We’re just… friends… just…”

"Yeah, just friends." Helen said with a look.

“How come every girl Helix meets started hitting on him?” Gallus questioned with a brow.

“We asked ourselves the same question.” Manny said with a shrug.

"Not all girls." Silverstream mentioned as she nudged Gallus a bit while the XLR8 kids were having fun on the frozen magma.

Chapter 19: Swap Out of Control

After a bit of flying, the heroes are then walking into an entrance of a Swap Meet at Rainbow Falls where they saw tons of stands and items ready to trade or sell from certain creatures around them. "Wow, this place looks amazing." Looma complimented.

"Yeah, this year's theme for a swap meet here is the 90s." Twilight mentioned as a bunch of creatures were offering multiple things from a lifetime ago, the 1999. "Nothing else but 90s stuff. I thought you all would like to see it before we head to Ponyville to pick up Zecora and then to her homeland.”

“And try not to swap Fluttershy again, Rainbow.” Applejack said with a teasing smirk.

"Wow, one time, I did that one time and suddenly I am on the hook." Rainbow complained.

“Well, this place certainly more crowded then I remember.” Fluttershy noted.

“With Equestria together, this place is more popular with creatures from all over.” Flash said with a smile.

“Hey, they even have the Daring Do collection.” Manny said with a smile at the collection.

“And plenty of collectors share their items and their own personal items.” Xylene said with a smile.

"Yeah, and this bizarre is very bizarre.” Helix mentioned as he picked up a small statue of some small creature. "Who knew that the 90s had such cool yet weird stuff."

"Now remember to have some self control." Celestia spoke up to the younger group.

“And yes, Pinkie, that part is for you too.” Luna added as Pinkie gave an innocent smile.

“And spend your bits wisely.” Delta said as he and some of the other adult ponies gave some bits to each of them.

"Okay, da-Oh, what's that?!" Helix asked excitedly when something caught his eye before he rushed off.

“And there he goes.” Helen said in amusement.

“Meet us at the food court when you’re done, son!” Dust called out when Helix rushed off.

"Okay!" Helix called out as Looma, Attea, and Helen followed him.

"Helix, so easily distracted by-Oh my Celestia!" Misty gasped when she saw a booth filled with something she admired. "Mint vintage Lucky Filly!

“Heh, runs in the family.” Scootaloo commented with a smirk as the others shared amusing chuckles.

With Helix, Helen, Looma, and Attea, they were walking around the stand. “Wow, who knew the 90s were so awesome!” Helen said with a smile.

“Sweet retro hairdo, dude.” A mare said while skating by.

“Thanks.” Helix said as he look around. “Flame shirt, gaint foam, and--Whoa!” He said as he rushed off.

“What got him so cheery?” Looma asked in amusement.

Attea look ahead and saw something that made her smirk. “Something that Helix loves very much.” She said as Helix stepped in front of a set of Celestial Knight cards.

“Mint vintage Celestial Knight cards!” Helix said in excitement before an Earth Pony stallion wearing a flame t-shirt took them. “Are you getting all those cards?”

“Huh? Who said that? It’s funny, I thought I heard a little voice just now but nothing made Y-2-K exist in this swap meet.” The stallion said rudely with a smirk.

“But, I was made after the year 2000.” Helix said with a frown.

“Exactly.” The stallion said as he lowered his sunglasses with a smirk.

"Wow, that was very un-cool." Helen mentioned with her arms crossed.

"Aw, whatever, they were all blue cards anyway.” Helix mentioned with a look before he spotted something that made his eyes widened. “Wait, what is that?!” He excitedly asked as they saw a gold Celestial Knights action figure.

“A vintage mint condition solid gold 97 Celestial Knight’s all star figure!” Both the stallion and Helix squeal in excitement.

"It's mine!" The stallion exclaimed before he charged for the action figure.

“Not this time!” Helix shouted as he slammed his Omnitrix down and turned into Shock Rock. “You wanted to collect them all? Collect this!" He shouted as he used his powers to make sumo figures, which the stallion shocked back from.

“Ugh! Loser!” The stallion groaned as he walked off.

“That guy seriously had it coming.” Attea said with a frown.

"Sorry not sorry, pal!" Shock Rock exclaimed before he grinned at the action figure.

"Helix, I know the guy deserved it, but you should have had more self control.” Helen mentioned.

“Hey, give me a break. You know how I be with the Celestial Knights.” Shock Rock said with a shrug. “And that guy had it coming.”

“Well, well, well.” A familiar voice spoke up, which made the four flinched as they turned and saw it was none other then Chrono, wearing a 90s gear as he took off his helmet.

“Whoa, that stuff is not just cool. It’s 90’s cool.” Looma commented before they shook out of their stupidor.

“Wait, Chrono?!” Shock Rock asked in shock. “What are you doing here?!”

“Same thing as you and your friends.” Chrono said with a smirk. “Looking for cool 90s stuff. Hahah. Are those Celestial Knight cards you’re fighting over?” He asked in amusement.

"Oh no you don't!" Shock Rock exclaimed as he stood in front of the action figure. "I'm not letting you take this, I earned it!"

Chrono raised a brow at him before a smirk appeared on his face. "Wow Watch, maybe I should start collecting some baby toys if you're willing to go bad for them." He teased with his hooves crossed.

"Hey, last I checked that you're the only bad guy around here." Attea told him.

“Didn’t you know, Attea?” Chronos asked with a smirk. “In the 90’s, it’s cool to be bad? See?” He gestured to his shirt.

“Mama said you got dunked on to the max?” Helen asked in surprise at what the shirt said. “Whoa, that is cool, to be honest.”

"And it was easy to get the action figure with my powers.” Shock Rock mentioned before he realized what he said and shook his head. "No! No, I have to have self control." He said as he turned to the others. “If that’s what the 90's was about, it’s not as cool as I thought.” He said as he looked at Chronos. “And with that rude dude tude, you’ll be left in the dust with the rest of this decade.”

"You'll be the ones left in the dust once I show you my real wheels." Chrono replied before he activated his Antitrix and slammed down on the core. He then transformed into XLR8, only he was covered in dark green armor with his eyes glowing red and sharp fins on his back. "Let's Rush!" He then ran past the four and quickly snatched up the action figure. "I'll take this!"

“You don’t even like Celestial Knights!” Shock Rock shouted with a glare as he quickly switched to XLR8 and rushed after him.

“Oh boy. Here we go.” Helen said as she rushed after them as Attea and Looma followed after.

XLR8 and Rush rushed past the people and the stallion from earlier. “Hey wait! My Celestial Knight!” The stallion shouted as Helen rushed past them.

“Excuse me!” Helen called out.

"Coming through!" Attea called out as she leaped over him.

“Pardon!” Looma called as she tossed him away.

“Chronos, that’s mine!” XLR8 shouted as he kept chasing after Rush.

"Oh Helix, nice for you to stop by! More like next to me to let you catch up!" Rush started before he started to fling a bunch of booths right at XLR8. "Catch these!" XLR8 quickly dodged each Booth as he tried to keep up with Rush.

"Bad, throwing booths is bad!" He exclaimed.

"Your face is bad, dweeb!" Rush counter as he threw another booth at him. XLR8 quickly dodged but didn't see another booth coming as it crashed into him.

"Now you're asking for it!" XLR8 shouted before he switched to Shocksquach. “Time for a shock!” He called as he charged up some electricity.

“Helix, wait!” Helen cried out before Shocksquach yelped and caused him to yelp and crashed into a booth. "Oops."

"Face it, Watch." Rush said as he suddenly came up to the two. "You just can't hang with the big dogs."

“Okay, that’s it!” Shocksquach yelled as he stood up. “You wanna take me on for real?! Let’s go!” He shouted as he charged up his powers as Rush sped off as the stallion from earlier came in front of him.

“Where’s the Knight!” The stallion shouted with a look, which made Shocksquach yelled.

“Seriously?! You again?!” Helen questioned as Attea and Looma came to them.

“Will you just stay out of my way!” Shockquach yelled as he released a charge, which hit a few action figures.

“You fools! You have any idea what you’ve unleashed?!” The stallion questioned as the action figures came crawling towards them.

"Nope, but good luck with that." Looma said as they rushed off as the action figures attacked him as he screamed in pain.

With the others, they were searching around. “Hey, guys, you think I can get this giant cannon?” Pinkie asked with a cheerful smile.

“Pinkie Pie, don’t be weird.” Fizzlepop said with a brow.

“Aw, but I’m so good at it.” Pinkie whined.

"Hey guys, you think this big hat that carries sodas looks good on me?” Flash asked as he was wearing a soda guzzler.

“Hey, that is cool. I have one of those.” Rainbow said with a smile.

“Same here.” Scootaloo said with a smile.

"Hey, look at this--" Gallus was going to say before Rush suddenly zipped by.

“What the?! Was that Chrono Clock?!” Cozy questioned in shock as the others were surprised.

“What is he doing here?!” Manny questioned with his arms crossed as Zed growled.

“I think I lost them!” The stallion from earlier shouted as he looked a bit draft as he got an action figure of his tail. “Those monsters are ruining the 90’s!”

"Monsters? You mean more than one?" Silverstream asked.

“I think the three girls exposed themselves when Chrono showed up.” Zs’Spooky said to them.

"If Chrono is here, that means he's going to tick off Helix." Misty mentioned.

“Oh dear.” Celestia said with a cringed look.

Meanwhile, Shocksquach and the girls continued to look for Rush as they rushed through the bazaar. "Where'd he go?" Helen asked. "He really made his version of XLR8 faster than me and original."

“I think he was here.” Attea said as they looked at a poorly drawing sign wih Helix’s face on it that said ‘Chronos was here, Helix is a loser’.

“Helix is a loser?” Looma questioned as Shocksquach growled.

“Yep. He definitely went this way.” Shocksquach growled in annoyance. "Just gotta follow the trail of jerkiness."

“Sheesh, you are really tense, are you, Helix?” Looma asked in concern.

“It’s just that Chrono really pushed my buttons when he did that.” Shockrauch shouted before his Omnitrix beeped and he timed out, which made him groan and look at his watch. “And so does this watch!” Helix groaned in annoyance.

"He really does not like Chrono at all." Attea muttered.

Rush ran until he stopped and looked around. "Looks like I lost the dweeb and his little pow wow." He said to himself before he sniffed the air and saw the food court up ahead. "Huh, I could use a bite to eat. First I need a quick change." He then transformed into his version of Stinkfly, but with golden armor and bat-like wings. “Incoming Skunkmoth!” He shouted as he grabbed some food. “Hahah! Thank you!” He cheered as he accidentally dropped the box down while eating some food.

Helix and the girls managed to make it to the food court as his eyes caught sight of the dropped box. "Hah! Way to leave the box unguarded dummy!" He called out before he started to charge for the box.

“Helix, wait”! Helen called out before Skunkmoth spun around and shot some stink acid at it, causing Helix to stop before Shunkmoth grabbed him and tossed him to a roof.

“Nice try, shrimp.” Skunkmoth mocked as Helix quickly got up as Helen got him down from the roof and rushed to the box.

“Please be okay. Please be okay.” Helix pleaded before he saw the box was ruined. “No! Not again…” He cried out as he had a flashback.

A younger Helix was sitting at a lunch table as he was playing a card game with his Celestial Knight cards against another colt. “I think you might actually beat me and join our crew at Celestial con.” The colt said with a smirk.

“Oh, come on. I haven’t won yet.” Helix said with a smile as they didn’t notice Chronos was walking towards them. ‘Even still, I’ve been training my whole existence for this moment. I’m gonna be the champ and I’ll finally have something that I’m good at school. I can’t lose.’ He thought to himself.

"Hey." He heard Chrono's voice before he smelled a bad smell as he realized Chrono farted in his face.

“Chrono, gross!” Helix exclaimed while fanning in disgust.

“Seriously? Are you even taking this game seriously?” The colt questioned Helix.

"I am, but it's Chrono who's ruining our game." Helix accused.

“But Helix, you know what they say about a bad deck of cards, you smelt it, you dealt it.” Chrono taunted with a laugh.

“Nice try, Helix. I’m gonna go play with somepony who isn’t full of hot air.” The colt said as he walked off.

"But… but…!" Helix called out as Chrono laughed some more.

"You said butt!" Chrono laughed.

Helix heard those words as he gave a hateful glare from that memory while Skunkmoth laughed hard as he activated his Omnitrix and slammed the core down, turning into Gax. "You know what you and farts have in common, you both stink!” He yelled in anger as the girls saw his rage expression.

“Oh boy, Chrono is in for it.” Attea muttered with a cringe look.

"Dude, it was just a joke." Skunkmoth replied. "Chillax."

"Oh yeah, it's a real joke. Maybe you should try something more original, but that seems too hard for you!" Gax shouted before he shot his laser eyes right at Skunkmoth.

Skunkmonth yelled in pain as his wings fell down as he transformed back while rubbing his back. “I was just fooling around man! I thought it was fun!” He retorted.

"Well it wasn't fun for me!" Gax exclaimed as he marched up to Chrono. "Why are you following me around and copying everything I do?! Go find your own group and aliens!"

“Why don’t you go back to your parents, baby!” Chrono countered.

“At least I have ponies to run back to!” Gax countered, which made him realize what he said as Looma, Attea, and Helen gasped in shock. "Oh…oh man, I went too far, didn't I?"

"A little bit…" Helen replied with a cringed look.

Chrono gave a hurtful rageful look before glaring at Gax. “So, that’s how it is.” He growled.

“Now, Chrono, don’t be so hasty.” Attea tried to say as Chrono then activated his Anti-Trix.

“You want original, I’ll give you original!” Chrono yelled as he slammed his Anti-Trix down and transformed into a different alien they had never seen before. He became a wolf-like alien with brown armor on as he gave a wolf-like roar, which shocked them from seeing this.

"What is that thing?!" Gax questioned in shock.

"I…I have never seen something like that before." Looma mentioned.

"Oh this guy? I think I'll call him…" Chrono started before he delivered a powerful punch to the ground and launched himself right at Gax. "BASHMOUTH!!" He roared as he grabbed Gax and sent him flying and hit a pillar.

“Helix!” Helen cried out as Bashmouth then punched the pillar, breaking it completely with his bare hands as the pieces hit another pillar, breaking it.

“Okay, that is uncooooolll!!!!” Gax called out as he was grabbed by Bashmouth.

“Tell me something I don’t know!” Bashmouth shouted as he swung Gax around like a ragdoll and caused him to be tossed back.

“Okay, that’s it!” Looma yelled as she charged forward and was about to hit Bashmouth, but when Bashmouth crossed his arms, armor formed on his wrists so when Looma hit them, she cringed and shook her two hands. “That smarts! It has shield arms?!” She grunted while rubbing her fist.

“I know, right?” Bashmouth asked with a smirk before he punched Looma back as Helen spun around him and punched him multiple times, but Bashmouth grabbed her as she tossed her at Attea, knocking her down.

“Okay, my turn to swing!” Gax yelled as he grabbed a still intact pillar and started swinging it around Bashmouth, who blocked it with his shield arms before he gave a roar and his teeth turned metal as he took a bite of the pillar, breaking it to pieces. “Shield arms and metal teeth?! How can--” He trailed off as the Omnitrix timed out. “Oh boy.” He muttered.

"Beloved!" Looma called out as Bashmouth marched up to Helix.

"H-Hey, uh… how about we take a time out?" Helix asked nervously before Bashmouth growled and swung at Helix. “I guess that means no!” He shouted as he avoided another swing. “Chrono, stop! You’re out of control!”

"WHO CARES!!!!!" Bashmouth shouted as he created a shockwave, which cracked the ground he is on as Helix and his three girlfriends were sent flying as the area cracked as some food was sent flying. “NOW, YOU’RE ALL DOG FOOD!” He then stopped as his ears perked up and sniffed the air. “Food?” He asked before he panted like a dog and rushed off with his tongue out. “Food!” He cheered as Helix and his girls regrouped and hid from Chronos while he was distracted.

"Okay…so he's clearly out of control." Attea mentioned nervously. "I have never seen anything like that before.”

“And from the looks of things, he acts just like Rath but as a dog." Helen pointed out. "A really big dog."

“With different abilities and a nastier attitude.” Looma added. “But has a better personality.”

"Gah, I don't get it!" Helix shouted in frustration. "All he does is copy everything that I do but he gets improved versions of everything I have. And an alien I don’t have like Bashmouth?!” He questioned before he groaned. “Wait, what if he’s the newer improved version of me? How am I any different? Am I the old model nobody cares about anymore? Just like everything in the trade show?” He questioned doubtfully.

"Well, he does have better table manners than you, despite eating off the floor." He heard his cousin Misty saying before they saw the group next to them wearing 90s stuff.

“Guys! You all look pretty rad.” Attea commented.

"I'm glad you all are okay because none of my aliens are good enough." Helix said with a depressed tone. "I'm not good enough."

They all looked at him in concern before Misty. “Helix, of course you’re good enough. Even when you’re pally annoying.” She said before she felt a punch on the shoulder. “Ow!”

“Not helpful, Misty.” Gallus said with a look as Zed growled.

“Sorry.” Misty said with a sheepish look.

"What she means is that just because something is new doesn't mean it's better than the original." Twilight told him with a small smile. "Like these tight threads, as they say which I don't get. What's important is you figure out who you are and don't get caught up about how you compare yourself to others.” She said.

“Besides, you have us to help you become better.” Spike said with a smile.

Helix looked at them for a moment as he gave them a hug as far as his hooves could reach. “Thanks, guys.” He said as they all smiled and return the hug, but then the ceiling began to crumble as Helix and Misty quickly went alien and transformed into Armadrillo as they with both Manny and Looma held up the ceiling.

“You guys need to blast the pillars that are blocking the exit!” Delta called out.

“But we can’t reach it or do anything!” Manny cried out as he struggled to keep it up.

"And the rubble is kind of blocking the ends of our drills!" Misty pointed out.

"Chrono!" Armadrillo called out as Bashmouth was still showing down on the food. "I said some stuff before and I'm sorry, but you gotta help us clean up the mess we made! A bunch of creatures are going to get hurt!" Bashmouth looked over and focused only on Ocellus who had a very concerned look on her face.

He let out a small whimper before he spat out the food in his mouth and rushed over to some Rubble. He then delivered a powerful punch and unblocked the way. "Move it!" He called as a bunch of creatures rushed out while he rushed up to the heroes and helped the pillars stay in place.

“Alright!” Misty called out.

“Just lift before I change my mind!” Bashmount roared.

“This way, everyone!” Flash called out as he and the others guided the creatures away.

“Look at us, we’re like a lift machine team!” Armadrillo cheered.

“I never said I was on your team!” Bashmout called as he yelled and smashed the ceiling as he went through the opening as the rumbles came down to the rest of them.

"Chrono, wait!" Armadrillo called after they dug themselves out and saw Bashmouth heading to the woods. "We got to catch up to him before he loses control again!” He called before his and Misty’s Omnitrixes timed out, leaving them powerless as they watched Bashmouth run off and into the woods until he is out of sight.

"Helix, it's over." Delta told him.

“But we almost had Chrono!” Helix urged.

“He’s long gone, now, son.” Dust said to him. “But in the meantime, we can help everyone with the cleanup.”

"And even if he comes back, we'll take him on together." Lolaxx added.

Meanwhile within the woods, Bashmouth was walking through before he stopped next to a tree and timed out. “What a surprise. Another loss due to lack of control.” A familiar voice spoke up, which Chrono recognized.

“I told you, I can do this on my own.” Chrono said with a look.

“Really?” The voice said again from behind Chrono before he jumped and saw the Brainstorm fusion stallion standing in front of a portal. “It doesn’t look like it. You may have more power, but if you don’t learn to control it, you’ll always lose. But it doesn’t have to be that way.” He then offered his hoof to Chrono. “With my help, you’ll pass him in every way imaginable.”

Chrono thought for a moment before he sighed. “Fine.” He said as he accepted his hoof.

“Excellent, now begins the end of the Coming Storm." The stallion said with an evil smirk. "And you may call me Servantis and welcome to the Rooters.” He added as they entered the portal.

Back at the damage are at the training yard, the stallion that Helix encountered was searching before he found the Celestial Knight figure. “Hey now, what have we got here?” He questioned as he picked it up. “Somebody once told me about finder keepers. I never thought it would happen like this.” He said with a smirk as he kissed the box, but he gagged in disgust as Chrono’s stink was still on it.

Author's Note

Sorry to take so long about this chapter, but I hope you all enjoy it.

Rush:

POWERS AND ABILITIES

• Being a Kineceleran, Rush has a super speed, it has been seen running up to about 1,429.1 km / h. He also possesses improved agility and reflexes.

• Rush is much more robust, thanks to his armor, and has sharp claws, and a long and strong tail.

• Rush has also improved strength by being able to launch a multitude of speed-enhanced attacks, such as punches, in short and rapid succession.

Skunkmoth:

POWERS AND ABILITIES

▪ Skunkmoth's insectoid wings allow for fast and agile flight

▪ Skunkmoth possesses enhanced strength

▪ Skunkmoth has armor that protects even its wings

▪ Skunkmoth can shoot orange acid slime

Bashmouth:

POWERS AND ABILITIES

• Bashmouth's signature ability is his ability to generate strong metal shields on his arms and teeth

• When its teeth are coated by metal, it is capable of producing powerful roars that are generated when Bashmouth barks vibrate in metal

• Bashmouth has improved dexterity as he can run on all fours, just like Rath