Spike 10

by MasterZero

Rating: everyone
Tags: Original Character, Spike, Comedy, Cutie Mark Crusaders, Adventure, Crossover, Owlowiscious, Main 6, My Little Pony: Friendship is Magic
Length: 13184

A crossover between Ben 10 and My Little Pony in which Spike obtains the Omnitrix.

One of the most powerful weapons in the universe ends up in the Everfree Forest and is discovered by a certain purple dragon. With it, Spike is able to turn into all sorts of different creatures! But he'll soon discover that the Omnitrix is something many aliens want. Something that warriors are willing to die, and kill for.

A Ben 10 crossover, without any of the Ben 10 characters.

Published 2011-12-31 03:10:30 UTC
Last updated 2012-11-30 23:21:05 UTC

If The Watch Fits

It had been several years since the defeat of Discord and the Return of Harmony, as the newspapers called it. As Spike grew, so did the responsibilities that Twilight Sparkle entrusted him with. Today he found himself on his first walk through the Everfree Forest without any of his pony friends. Well, the first one approved by Twilight. She wanted to pick up her favorite tea from Zecora’s and her number one assistant offered to fetch it for her.

Of course, the lavender pony was reluctant, remembering a certain incident with a cockatrice, but allowed Spike to go on two conditions. He was to go during the sunrise, when the more dangerous animals of the Everfree were beginning to sleep, and he would walk with Owlowiscious, who would help keep an eye on him.

The two easily acquired the tea and were on their way home with the tea leaves stuffed in Spike’s backpack that Twilight had packed just in case of emergencies. The two were on their way home as the young dragon brought his head to the sky. He glanced at Owlowiscious, who flew above him quietly.

I wonder what he’s thinking. Maybe he’s thinking about how he can replace me as Twilight’s number one assistant! No, wait! Stop it, Spike. Remember what Twilight said. Owlowiscious is your friend. He’s not going to try replacing. He’s here to help. But still, I wonder what he’s thinking right now…

As Spike’s mind continued to roam free, he ignored his surroundings. He suddenly tripped on the root of a nearby tree and fell to the ground. As luck would have it, a mud pie was in the perfect spot to soften the impact his face met with the ground.
“Aw! Gross,” he groaned, spitting out and wiping the mud from his face. Spike looked at his feathered compatriot and said, “I remember passing a lake not too far back. Let’s go back so I can clean myself off.” The bird nodded his head in agreement and the two found themselves retracing their steps, leading back to a large pool of water.

The prepubescent dragon splashed water onto his face as he cleaned himself of the mud, Owlowiscious waiting quietly and patiently on a branch behind him. Eventually Spike smiled at his reflection and turned to give a thumbs-up to the bird.

“Hoo. Hoo! Hoo!”

“Huh?” Spike saw the owl pointing to the sky and spun around again, facing the lake. His eyes widened as he saw a bright star in the sky, but soon realized something was wrong. It was getting closer and fast! “Holy guacamole!” He gasped, before running into the bushes as the star crashed into the lake, causing much of the water to splash onto the ground as steam was created.

The two assistants popped their heads out from their hiding places and were shocked to see that the lake was nearly completely evaporated, with steam rising up from the now empty hole in the ground. Spike left his bush and walked closer to it, peeking down to see a silver sphere on the ground, about as big as a basketball.

“What is it?” He wondered aloud, sliding down into the empty lake as Owlowiscious flew above him.

“Hoo!”

“I’ll be careful. I just want a closer look, that’s all!” Spike replied, before slowly moving closer to the sphere. “Wow….Ah!” The child leapt back as he saw the ball open with a loud, stinging hiss. The top part split in half, before sliding back into the rest of the ball, revealing its contents. “Is that a watch?”

Owlowiscious cocked his head to the side, seeing the same thing. The device looked like a large, black bracelet, with small, white tubes on it, leading to the dial on top. The dial was black, save for a large, green hourglass figure on it; there was a green button next to the dial.

“What was a watch doing in outer space? And how does it tell time?” He wondered, reaching down to pick the device up, only for it to leap up, like a toad, and latch onto his left wrist. “AHH! Owlowiscious, help!”

“Hoo!” The owl flew down and quickly began trying to pull the watch off as the dragon tried the same. Unknowingly, one of his talons pressed the green button, causing the dial to spring up and a small, green hologram to appear on it. The dial knocked Owlowiscious back, and Spike fell on his back, making the dial return into the watch, pushed in by the ground.

There was a bright green light as ice flooded out of the watch an ontod the young dragon’s scales. The ice began to cover Spike’s entire body in a thin layer, before it grew, soon creating an egg made of frozen water. The egg cracked and shattered as a figure rose out of it.

“Whoa. What happened?” Spike wondered, rubbing his head, only to hear a new, far creepier voice and feel something that was most certainly not his scales.” My voice! My hands! My everything!” He screamed, gazing upon his four fingered, black hands before looking down at Owlowiscious who was stunned.

He ran on his new, black legs and feet, and found a puddle to look at himself with, just now realizing his eyes were like a bug’s, with him seeing through hundreds of lens. From the bottom of his new eyes, the not-a-dragon saw he was wearing clothes now. A purple, sleeveless shirt that had a light green X on the front and dark green pants going down his new legs. He was also wearing a dark green belt, which had the dial from the watch on it.

“Ahhh!” He screamed, before turning his head to see he had a pair of large, black and blue, butterfly wings on his back. “AHH!” He continued to scream as he saw the cyan spots on his shoulders, going down until they stopped at his elbows. “AHHHH!” Suddenly a white mist shot out of his mouth and hit a tree, encasing part of it in ice. “AHHHH-OOF!” Spike was eventually silenced by Owlowiscious, who flew down and smacked the poor not-a-dragon’s head with a talon.

“Thanks Owlowiscious. I needed that. What happened to me?! I’m taller! And I have wings! And only three toes! And I just turned a tree into an ice cube!”

“Hoo!”

“I know, I know, I shouldn’t have touched it. Oh man. Do you think Twilight has a book on whatever it is that I am?”

“Hoo.”

“Twilight! Do you think Twilight knows what I am?! Ah, you are no help!” As he screamed out the last words, another gust of white mist shot out of his mouth, freezing the branch Owlowiscious was perched on. The owl barely dodged it in time and Spike covered his mouth. “Sorry!”

“Hoo.”

“Okay. Let’s calm down, and let’s go talk to Twilight.” The tall bug picked up the backpack that was too small for him now, before taking a step forward. He stopped suddenly and looked at his wings. “Hey, think I can fly?”

“Hoo.”

“I’m gonna give it a try. It’ll only take a second, and if I can, we can reach Ponyville faster!” He yelled, jumping up and flapping his new wings rapidly, flying right into another tree, getting caught in the branches. “I flew! I can fly! Um, can you help me out Owlowiscious?” All of a sudden, the blue and black alien turned navy blue and transparent, and he fell through the branches before turning back to normal just in time to kiss the ground. “Holy guacamole! Did you see that?! I’m like a ghost! I wonder what else I can do.”

“Hoo! Hoo!”

“Me. Spike. Wait…Oh no,” he whispered, staring off into the direction of Ponyville. Columns of smoke rose as the destructive fire was seen. “Come on, Owlowiscious!” The moth creature took flight, and while he struggled, he was determined to reach his home and do everything he could to help it.

“Oh my goodness, oh my goodness, oh my goodness!” Fluttershy whispered as she, Rainbow Dash, and several other Pegasus worked to bring clouds full of water over various fires. They stomped and bucked the clouds as the burning parts of the town were evacuated.

“Come on, everypony!” Scootaloo, Rainbow Dash’s unofficial deputy, directed everypony to the safer parts of town. She rode upon her scooter, yelling at the terrified ponies, as Apple Bloom ran over to her.

“Scootaloo! Mr. and Mrs. Cake are trapped inside Sugarcube Corner! They need help!”

“I’ll tell Rainbow Dash!” The orange Pegasus replied and was about to yell out to her role model, but instead screamed in terror as a giant monster swooped down upon the two, crashing in front of them.

“Ow.”

“Monster!” Scootaloo screamed, before getting off of her scooter and wielding it as a weapon, smacking the insectoid’s head with it.

“Ow! Scootaloo, stop! It’s me!”

“Huh?” Fluttershy gasped as she saw the towering monster attacking the two fillies and flew down between the three. “Girls, get back!” She glared at the green eyed beast, putting on her toughest brave face. “I won’t let you hurt these young fillies! Do you hear me?!”

“Fluttershy, it’s me! Spike!”

“Spike? How stupid do you think we are! Spike’s a dragon! You’re…some kind of freak, bug monster!” Rainbow Dash replied, flying down and glaring at the creature.

“Hoo!”

“Owlowiscious?” The four ponies stared at the owl as he hooted and perched himself on Spike’s shoulder, being careful not to hurt the boy as he nodded his head.

“Then…That means it is you? Spike?” Rainbow realized. “How? I mean…What the hay happened to you?!”

“Long story. I found a watch thing from outer space and turned me into a bug thing!”

“That wasn’t very long,” Scootaloo commented.

“…What happened?”

“Some monster thing strolled into town and started blastin’ the place! Twilight and the others tried talkin’ to it, but it just growled at them! It’s got these big ol’ bat ears and eyes all over its arms and back!” Apple Bloom explained. “Twilight and Applejack are trying to herd him out of town over there!”

“I’m coming, Twi!” Spike leapt into the air and took flight again, nearly crashing into a tree again.

“Spike, wait, it’s dangerous!” Fluttershy warned. “Give us a minute and we’ll come with you!”

“I don’t have a minute! I have to go help her!”

“Spike! The Cakes are trapped in Sugarcube Corner!”

“I’ll save them too!” The giant bug shouted as he was already flying through the air.

“Fluttershy, let’s go make sure everyone is okay and go help him!”

“R-right! Scootaloo, Apple Bloom, go somewhere safe,” the yellow pony ordered, before the two took off.

“Hoo?”

“Yes, I have a plan.”

“Hoo?”

“I’m going to save the Cakes, then I’m going to save Twilight.”

“Hoo?”

“No, I don’t know how.”

“Hoo!”

“That still counts as a plan!”

The blue and black creature landed in front of Sugarcube Corner as his feathered compatriot flew off somewhere else. He could already hear the faint screams of Mr. and Mrs. Cake and began to try and save them. He started by tackling the door, which did absolutely nothing but give him a jolt of pain. “Ow. Oh, wait!” Spike then attempted to close his eyes, before he remembered bug eyes couldn’t blink, and attempted to become intangible again. The plan worked, and he walked right
through the door and into the burning building.

He saw that a wooden rafter had fallen, and counter and part of the ground were engulfed in flames. The giant bug thought back to the Everfree Forest and took a deep breath, before he blew a cold vapor out of his mouth. Anything the vapor touched lowered in temperature, and much of the fire was easily dealt with.

Spike ran up the stairs, his wings folding into a robe like structure, and he continued to exhale the vapor onto any fire he saw. He soon found the source of the screams behind the door to their room. He walked through it and found Mr. Cake standing over his unconscious wife, holding a wooden beam from crushing her, though it was obvious he was struggling.

He nearly lost balance from shock as he saw the monster. “G-get back!” He ordered.

“Don’t worry, I’m here to help,” Spike explained, before running over and crouching down. He placed the wooden beam on his shoulder and ordered the stallion to drag his wife to the door. The pony did so, and the not-a-dragon had to hold the beam up all by himself as Carrot Cake dragged his unconscious wife to the door. “Come on! Ow!” He hissed, feeling the hot hiss of the metal doorknob. “Stand back!” The not-a-dragon took a deep breath and blew the icy vapor over the door, encasing it in ice. He then took a few steps back, before charging forward and shattering the frozen door. He quickly picked up the unconscious blue pony and he and Mr. Cake ran out of the burning building.

When they made it outside, Spike placed Mrs. Cake onto her husband’s back and pointed in the direction he had came, telling him to get somewhere safe. The yellow stallion thanked the creature and ran off as Spike’s wings unfolded and he flew into the air. He circled Sugarcube Corner and covered it in his cyan vapor, killing the fires and causing part of the bakery to be covered in ice.

“There. That’s better, right?” Spike asked Owlowiscious as the owl returned.

“Hoo! Hoo!”

“Huh? You found Twilight?”

“Hoo!” The bird flew off and Spike followed, flying into the air.

Applejack bucked several apples at the creature, but the fruits never even touched the monster as a beam of light shot out of its shoulder and reduced the fine, red delicacies to ash. The orange pony growled as the two legged monster slowly turned to face her. It had large bat-like ears where the eyes should have been, and its chest was a light shade of yellow, while its back was a darker shade. The only clothing it wore were a pair of shiny, chrome colored pants.

Still, the most unnerving part of this creature was the fact that its back and arms were covered in large, green reptile eyes.

The eyes turned to look at the cowpony before they all closed, and a single, giant eye formed on its chest. It fired a yellow beam, but Applejack was teleported away in a purple light.

“Thanks Twi,” the pony said as the two hid behind a cart, watching the monster. “Any ideas on how to get rid of that thing?”

“I don’t know! I’ve never seen it before! None of my books even mentioned anything resembling this animal.”

“Well, we better come up with something lickety split, or that thing’s gonna burn down the entire town…Oh my Celestia, what is that?” Applejack pointed to the air with her foreleg and the unicorn turned her head to see a giant moth like creature fly down from the sky towards them.

“Twilight! It’s me, Spike!”

“…Spike?!” The two repeated, looking him over.

“What the hay happened to you?” AJ wondered.

Before Spike could explain, the eye monster turned and saw him and called out to know. “The Omnitrix!”

“Huh? Omni what?”

“Give it to me!” The monster roared, opening its mouth to reveal its fangs as it ran at the group. Spike became intangible though and the monster ran right through him.

“Spike, how did you do that?” Twilight gasped.

“Pretty cool, huh? I’m like a superhero!” Spike smiled, before he heard a loud, beeping noise. “Hey, you guys hear that?” In a red flash of light, the young dragon appeared before the two, back to normal. “Uh oh.”

“Give me the Omnitrix! Now!”

“Ya mean this thing?”

“Yes! I am its owner, Tayauk! Give it to me, thief!”

“Hey! I didn’t steal it, I found it! And besides, just because you’re its owner doesn’t mean you have the right to destroy this town or hurt my fri-ACK!” Spike was suddenly lifted up by the tall creature by his neck and coughed as it hissed at him.
“Dude, breath mint.”

“Get away from him!” Twilight Sparkle commanded, and her horn glowed as Spike was pulled out of the monster’s grasp and over to the two of them. “Spike, you can understand that thing?”

“Yeah, can’t you?” The dragon inquired.

“Sounds like just a bunch of hisses and chirps to me,” Applejack commented on, bucking Tayauk back from the three.

“Spike, go run and hide.”

“But Twilight-”

“Now!”

The dragon obeyed as the two ponies fought against the monster, trying to run him out of town. Spike didn’t look back as he ran off and hid behind a store. He looked at his new watch, the Omnitrix, and saw that the green hourglass was now red. He looked around the corner and saw the three fighting and ran back to the scene.

“Wait!” All eyes, or ears in Tayauk’s case, turned to the young dragon. “If I give you the watch, then you have to leave my friends alone and leave Ponyville!”

Tayauk walked pass the two girls and crouched down on his knee to examine the watch. He looked it over and placed a hand on it, quietly examining it.

"So...uh...what does this thing do, exactly?"

"The Omnitrix is no simple thing. It is a biological game changer. It changes the wearer's entire body to match the selected species."

“What?”

"For your small mind, it would turn you into an alien."

"Whoa. Really? Aliens exist? That's so c-" Spike's moment of fanboyish stopped as the eyes all over Tayauk's body closed, save for the one on his chest, which glared at the young dragon.

“The Omnitrix has bonded to you. There is only one way I can remove it now.”

“How’s that?”

Tayauk grabbed Spike’s arm with one hand. “I kill you.” The eye on the monster’s chest glowed before he fired a powerful, hot laser from it. Twilight’s eyes widened as the bright, orange light encased her oldest friend. When the laser finally stopped she saw that Spike had been completely unaffected. “What the-?! You should have been burned to a crisp!”

“You don’t know much about dragons, do you? We’re naturally resistant to heat. Look, I’m trying to be a nice guy about this, but you making it hard. You wanna talk this out, or is this going to have get messy?” Spike growled, putting on his tough guy face. “Whoa!” The dragon was lifted into the air as Tayauk stood at his full height, squeezing Spike’s arm.

“What can you do against me? Ah!” He was suddenly pulled away from Spike, dropping him onto the ground as Twilight dragged him over, anger in her eyes.

“Spike, are you okay?”

“I’m fine, Twi!” The dragon smiled at his unicorn friend before looking at Tayauk. “Leave Ponyville peacefully. We’ll work on getting the watch off and find you then.”

“I am not negotiating with lower life forms!” A beam of intense light shot out of his back and nearly burned Twilight. The shock made her release the large eared abomination and he charged at Spike yet again.

The dragon heard a beep and saw the Omnitrix was back to green. He activated it and slammed his hand on the dial before he could be attack. A yellow substance shot out of the watch and all over his scales, covering his entire body before it grew, turning him into a yellow egg. The egg quickly grew in size though, becoming more like a sphere as black lines traveled around it, forming a pattern.

Tayauk stopped and took a step back as the yellow and black ball rolled forward, running him over, before it opened, and a hulking alien fell before Applejack and Twilight.

“…Spike?” The unicorn whispered, looking down at him.

“Yeah?”

The three looked over Spike’s new form. His entire body, save for his forehead, which was black, was now white. Black stripes went from his forehead to between his eyes and from his shoulders to his hands. Each foot had three, small black claws, and each hand had four of the same. The eye catcher of this form was that there yellow armor plating all over his back, his arms, and his legs, with black stripes between the plates. The dial was now on his forehead, and the only clothes he wore were a pair of dark green pants.

“Whoa…Whoa!” Spike fell over suddenly and landed on his back. “Help me, I can’t stand up!” The green eyed hulk groaned.
Tayauk hissed loudly as he stood up from the Tayauk-shaped crater in the ground and fired several lasers from his eyes on his back at the three. Spike’s eyes widened and he, on instinct, rolled into a ball like a pill bug. The lasers did nothing to affect the yellow and black sphere.

“Applejack! Give me a buck!” Spike’s new, muffled voice ordered. The two ponies looked at one another, before the southern belle turned and did so, launching the ball forward and slamming the attacker into Quills and Sofas. The not-a-dragon unrolled and stood on his new two feet and smiled at the hole he had made, with Tayauk laying on a pink sofa.

“Spike…That was unbelievable! You were like a cannonball!” Twilight commented as she and Applejack ran over.

“More like a Cannonbolt! Am I right?”

The crickets could be heard loud and clear. As the three were distracted, Tayauk’s injured body moved. He reached into his pocket and pulled out a remote. He pressed on a button, and in a bright, white light, he vanished.

“Consarnit! Where’d he run off to?” AJ sighed.

“Spike, how are you able to do this?”

“Well…”

“And that pretty much brings us to right now,” Spike finished. The Mane 6 stared at him as Owlowiscious slept in the corner.

The group was now in Twilight’s library, which had gone through the attack relatively untouched. The rest of the town was at work repairing all of the damage. Thankfully, no lives were lost. At worst, some ponies, like Mrs. Cake, came out of it with some burns and bruises.

“So, what else can you turn into?” Rainbow Dash asked.

“You know, I don’t know. Let’s find out!” The purple dragon pressed the button on the Omnitrix and green holograms came out of the watch, showing Cannonbolt, and the moth alien he had nicknamed, Big Chill. He moved the dial, going through the holograms of different forms he could obtain. “There looks like there are ten of them. I wonder what it’s like being…this one!”
Before Spike could transform though, Twilight Sparkle stopped his hand with her magic. “Spike, this could be detrimental to your health!”

“…What do dentists have to do with anything?”

“No, Spike, detrimental. Bad for you. I don’t want you using the Omnitrix unless it’s an emergency.”

“But Twilight, the town was destroyed because of me! If I hadn’t taken the watch, maybe Tayauk wouldn’t have attacked Ponyville…Besides, you heard him. This thing belongs to him. I stole it.”

“Even if it was his, that didn’t give him any right to start blasting the place. The jerk wants his watch back so bad, he should ask for it nicely,” Rainbow responded.

“Spike, what happened outside wasn’t your fault. We’ll figure out what we’re going to do with the Omnitrix, and about Tayauk. You’re not in this alone.”

The young dragon smiled at his friend and embraced her in a hug. “Thanks, Twi. You’re the best. All of you, I mean.”

“No problem-woblem, Spike! I mean, thanks to you, Sugarcube Corner is okay!” Pinkie Pie grinned.

“Considering it was half frozen when you found it, okay may be a stretch,” Rainbow Dash teased. The group laughed at the joke as they walked out to start helping the process of rebuilding the town.

Spike closed the door, but stopped as he looked at the Omnitrix, which was still waiting to be pressed. “Hmm…” The dragon quickly looked around before running off to somewhere more secluded. As soon as he was out of anypony’s sight, he pressed down on the dial, and a bright green light flashed.

Twilight stopped and turned around as she heard a loud, monstrous roar. The Mane 6 followed suit and their eyes widened as they saw a twelve foot tall, brown reptile walk out on two large, clawed feet. The hulking creature looked at them and smiled sheepishly, waving a clawed, muscular arm.

"Heh. Hi, Twilight."

END

Wow. You really can cross Ponies with anything.

Tell me in the comments whether or not you liked the story, and if you see any problems, please, tell me. It is possible my proofreader missed some errors. Also, if you want, tell me your opinion about the Ben 10 show if you watch/watched it, and if you would want this story to be an adventure, or a monster-a-week sort of deal. Thank you for your time.

Also, if you’re curious, and I doubt you are, I liked the first series of Ben 10, but after that, it lost quality quickly.

War Hounds

"Word has it you've been looking for a bounty hunter." Tayauk turned his head to see a red skinned behemoth walking towards him.

The being was a tetramand. A species that had four, bulky, red arms, each ending in three fingers, as opposed to his feet, which had only two toes. Four yellow, shimmering eyes glared at his large, green ones all over Tayauk's body. Black stripes covered the tetramand's face and chest. The only clothes he wore were a black bandoleer, filled with ammo for his guns, and black pants.

"Oeon, the Four Hands of Death. You're famous in the Hexen Nebula for your actions during the Third Galactic War. That's where you acquired your pet vulpinmancer, isn't it?" Tayauk inquired, sitting in the bar.

"He prefers the term partner."

"Your pet has preferences?"

"Partner, and yes, he does. What about yourself, Tayauk? Half the galaxy is laughing at you for losing the Omnitrix. Which, I'm guessing is why you asked for a bounty hunter," the tetramand chuckled, ordering a drink as he sat beside the multieyed alien.

"You are smarter than most of your race, dear Oeon. Yes. I need it back. I already tried to acquire myself, and I was met with resistance. I'd rather an expert do this work than myself."

"Resistance? Ha! The planet barely has Level 3 Tech, and you were thrown off of it like an Arachnichimp with its tail between its legs."

"One of the locals acquired the Omnitrix and bonded to it. He shows a surprising amount of talent for fighting as an Arburian Pelarota. Besides, I still had a few injuries from the attack that made me lose the Omnitrix in the first place."

"Awww. Poor widdle Opticoid had a boo boo."

"You're making me regret asking you here, Oeon," Tayauk growled.

The fourarmed giant grinned, showing off his teeth before he continued. "If you want me going to some primitive planet for a piece of Level 20 tech, then I'm going to need a lot of money."

"Name your price."

"Fifty trillion now. The other fifty when I'm done."

"What?! That's absurd!"

"You want the best? You got to pay for it."

"...Fine. I'll upload the credits to your account, along with the coordinates."

"Excellent. Pleasure doing business with you, Tayauk," Omen grinned, downing four drinks in rapid succession, before standing up and leaving.

"Robbing, bounty hunters," Tayauk mumbled, as his next drink was slid over to him. He reached for it, only for the green content inside to leap out of the cup and bounce around in front of him. He fell out of his seat in shock as the green slime leaped into the body of the being behind him.

"Careful with what some folks might put in your drink, Tay. A lot of folks don't take kindly to Opticoids in their bars," a high pitched voice giggled. Tayauk turned and saw the being who had played the joke on him.

Trieena of Viscosia, or as others had known her by, during the Third Galactic War, the Beautiful Acid. A polymorph, a being of living slime, she was a lovely shade of dark blue, her eyes being a few shades lighter. She had taken the morph a basic form of two long legs, two arms, a head, and a feminine body to help show her true gender. Above her head was a small, silver UFO-like object.

"The infamous Trieena. What do I owe the pleasure?" Tayauk motioned for yet another drink as the living slime stretched over, stroking his shoulders.

"I heard you were looking for a bounty hunter."

"Already gave it away."

"I know. I saw. I don't like Oeon after a certain incident on Encephalonus 2. Why don't you let me take of your little Omnitrix problem?

"Oh?"

"At half the price, if you let me hurt him a little, and his little pet."

"My dear, Trieena, you have a deal," Tayauk smiled.

"Um...T-thanks, Spike!" Mr. Cake shouted, watching the giant reptile helping to fix their roof.

The alien, titled Humongousaur, by Rainbow Dash, wore a pair of purple trunks on his body, with a green belt. In the center of the belt was the symbol of the Omnitrix. He looked down at the stallion and smiled. "No problem, Mr. Cake! Happy to help," he said.

"What did you say?!" RD roared.

Humongousaur turned his head and saw the mare scolding some ponies, interrupting their work efforts. The group of ponies moved back as one of them, Rose, tried to talk to the pegasus.

"W-we're just saying! He looks...scary, and just a tad dangerous."

"Reminds me of when he nearly destroyed Ponyville," another pony added.

"Spike is still Spike! He's not going to hurt anypony!"

The group of ponies simply nodded, before they returned to work. Rainbow Dash gave a groan of annoyance as she heard the booming steps and turned to see the brown, giant reptile behind her.

"Hey, Spike. You okay?"

"Yeah. Still trying to get used to the new body," he replied, looking down at his clawed feet. "I should turn back to my old self in a few minutes. Thanks, Rainbow, for what you said," he added, smiling at her gently.

The pegasus smiled back, before waving her hoof nonchalantly. "Whatever, Spike. Anypony who knows you would have said the same thing."

"You're not anypony," he added, before a loud beeping was heard. In a red flash of light, Spike stood on the ground, back to normal, with the Omnitrix glowing red.

"What does that feel like? Being a big, reptile dinosaur thing?" The pegasus and dragon began to walk down the rebuilding streets of Ponyville as they both took a break.

"Its hard to describe. I feel like I'm myself, but a little different. I wish I could describe it better," the dragon replied, apologizing for it.

"Its cool, Spike. Still, you get all these cool powers for free. You're a regular superhero now! Almost as awesome as me," Rainbow smiled, poking her friend's shoulder. "Why don't we see what other aliens are in that fancy little watch of yours?"

"I don't know, Rainbow Dash. Twilight already scolded me over using it," Spike replied, scratching the back of his head as he looked said watch.

"Oh, come on! All of my first flights were dangerous, but now look at me! I say go for it! Besides, I'll be here to watch your back if everything goes south," the blue pony grinned, placing a hoof on his shoulders.

The Omnitrix beeped and turned green, as if in agreement with the Element of Loyalty. The purple dragon looked between it and RD, before smiling cheek to cheek. "Alright! Let's go!"

There was a bright green flash in the middle of town as a green slime leaked out of the Omnitrix and covered the scaly body of Spike. It covered him until it turned into a light green egg for him. It then shattered as a pair of matching insectoid wings shot out, along with a long, black pincer tail. Four brownish green, bug-like legs stabbed the grass as two arms stretched out, each ending in three clawed fingers. A strangely shaped head now belonged to Spike, which had four eyestalks on it, which bent in different directions.

"Whoa! I'm like a chameleon! I can see in all sorts of different directions! Ooh, nice duds," he added, looking at himself with one eye to see he was wearing a purple and green striped jumpsuit. He stopped and noticed something and looked at his own mouth, seeing he now had a set of mandibles, along with the normal tooth filled mouth.

"Whoa! A fly?" RD gasped, poking the Omnitrix symbol on Spike's head. She suddenly sniffed the air and gagged, covering her mouth with a hoof. "Gross! A stinky fly!"

"Stinkfly...I like it," the bug alien smiled. "Race ya!" He laughed, taking off with his new wings. "Whoooo!"

"Hey! No fair," Rainbow growled, before smiling as she quickly flew after him, the two laughing as they raced against one another.

A week's time had passed and Spike entered the library to find a very upset Twilight Sparkle that night. He scratched the back of his head as she walked over to him, scolding him.

"Spike, its late! Where have you been all day?"

"Well, Applejack said she was shorthanded at the farm because Big Mac had to go visit a relative that was having trouble, so I offered to help her. I found this new alien that is sort of like a monkey, but shoots webs and has four arms! How cool is that? I'm thinking of calling him Spidermonkey," he smiled, before taking a step back as Twilight yelled.

"Spike! I explicitly told you to not use that thing! But you've been using that watch all week!"

"Oh, come on! Asking me not to use the Omnitrix is like asking you not to use your horn!" Spike argued, pointing at his best friend with an accusing finger.

"That's different! We know nothing about that thing! Not even the Princesses know!"

Spike glared at the unicorn as he crossed his arms. "So what, you just want me to just sit back and be useless Spike again? No way, Twilight!"

"Spike, you were never useless!"

"Yes, I was! Whenever there was some great evil attacking Equestria, I couldn't do anything! When there was a dragon sleeping by Ponyville, I chose to stay behind because I knew I wouldn't be any help! The only time I've made an impact on this town is when I nearly destroyed it!" He shouted, glaring at Twilight. "I'm done being useless! I will never be like that again!"

The unicorn was left silent as Spike turned and began to stomp his way out of the library. She wanted to go after him, but part of her argued that it was best to let Spike cool down and confront him later. He was growing up. He had a right to live his life....

"Spike...I'm just worried," she whispered, sighing as she looked up to Luna's moon for guidance.

That night Spike slept at Rarity's, and Twilight Sparkle was alone with Owliscious. Neither of the dragon nor the pony had a very good night of rest.

Oeon opened his eyes, groaning in pain as he tried to remember what had happened. He and his partner, Troi, were on their way to the coordinates, only for their ship to suddenly be fired upon. The ship was sent crashing down, and Oeon was barely able to land the ship without killing them.

The result being his ship was now in the middle of a forest, with a long trench made behind it. He rubbed his head with one of his four arms and looked down, seeing a monstrous animal on the ground beside him, unconscious.

The beast lacked eyes, that was the most noticeable thing about it. Besides that, it had an orange coat on it, and two large, four finger arms, with two smaller, three toed legs behind it. The creature looked like some sort of disturbing cross between a gorilla and a dog, with three slits on each side of its neck.

Oeon patted his partner's head, before he stood, holding his side as he began walking to a first aid kit.

"About time you awoke. I've been waiting," Trieena smiled, slithering out from her hiding place.

"Trieena. Didn't I leave you on some planet?"

"Yes. You did. Take this as karma," the slime replied, before leaping at the tetramand. She wrapped around him and he screamed in pain as her body became acidic, burning his flesh as he struggled to remove her. "Oh, don't worry, I won't kill you. You left me on Encephalonus 2, I'm going to do the same to you. I'm even going to give you a little gift." Oeon screamed in pain as a blade pierced his side, and he began to pant as the world around him faded in and out. "Your tetramand body will no doubt expel this poison in a few hours. Until then though, you're going to do a great job luring in the Omnitrix wielder."

"Thanks for letting me stay over last night, Rarity." Spike was working in the kitchen, putting down a plate with a piece of toast on it onto the the table.

"It was my pleasure, Spike, but you still haven't told me why you couldn't sleep at home."

"Twilight and I...had an argument."

The white unicorn covered her hoof in shock, before placing it on the dragon's shoulder. "I'm so sorry! Do you want to talk about it, Spike-Wikey?"

"Not really. Is it okay if we just eat breakfast right now?" He replied, looking out the window.

"Of course, I understand. It does look simply divine," she smiled, looking at the spread of delicious food that was on the table.

The unicorn brought over a chest of gem stones and placed several of Spike's plate, and the two quietly ate breakfast together. The only sounds they made were idle chit chat and the eating of the spectacular breakfast. As they ate, Spike stared at the pony before he, enthralled by her beauty.

Look at her. The most beautiful creature in Ponyville. No, Equestria. No, the whole universe! Not to mention she's so nice. She is the Element of Generosity after all. Plus, she doesn't bag on me for using the watch. Unlike Twilight. She's supportive! Loving! Perfect! I wonder what our kids will look like? Huh...Okay, that thought was a little creepy.

"Spike? Spike, are you listening?" Rarity repeated, waving her hoof in his face.

"Huh? What? What happened?" He shook his head, clearing it as he looked at the unicorn.

"I said, did you hear that? It sounds like screaming." Rarity was already walking out of the kitchen. The dragon grabbed one last gem stone and followed, stuffing it into his mouth, as he followed. The two ran outside, and saw a four armed monster tearing apart the town, ponies screaming in terror as the beast was destroying their already damaged town.

It roared and charged, plowing right through a cart, before tumbling on the ground. It stood back up and roared, pounding his chest as the populace ran. There seemed to be a thick layer of sweat all over its body, with all of his clothes being damp from perspiration.

"What in Celestia's name is that?!" Rarity screamed.

"I got it," Spike yelled, before slamming his hand on the Omnitrix. A bright green light flashed as green diamonds covered his body, covering him in an egg made out of diamonds, before it shattered open, revealing a much taller, bulky being. The seven feet tall being seemed to be made out of green diamonds, and seemed to resemble Spike's basic shape. An outfit covered his entire body, save for his arms, which ended in five digits, and his pointy head. Four crystals came out of his back, pointing up as Spike felt his new body.

"This is awesome! I'm gonna call this guy, Diamondhead!" The hero ran over to the rampaging monster only to be slapped by one of the four hands, his head breaking through the wall of Sugarcube Corner.

"Hi, Spike! What's up?" Pinkie Pie smiled, as the green skinned alien looked at her.

"Hi, Pinkie. Sorry about the wall, tell Mr. Cake I'll fix it later! There's a four armed monster destroying Ponyville!"

"Righty-o! Bye, Spike!" The earth pony waved goodbye to her friend as she looked at her customer.

"Does that happen a lot?" The grey pegasus asked.

"Only on Tuesdays. Here are your muffins!"

"Okay, let's try that again," Diamondhead groaned, rubbing his head before he saw the rampaging four armed monster. "Okay, tough guy. Eat laser...! Goop! Um...Fire? Ice? Come on! What am I supposed to do, poke him with my head?!" He growled, waving his arms in the air as he tried to do something.

As he struggled with the alien form, Rarity threw a box of apples at the monster, saving a young colt as the beast roared at her. It charged at her and raised a fist, but she barely dodged it in time, avoiding an earth cracking fist.

"Rarity!" Diamondhead screamed. His eyes glowed a bright green as his arms morphed, growing more crystals until each armed ended in a sharp blade. "Whoa! COOL!" He grinned, before charging forward, throwing a punch with his new, crude weapon. The attack hit, and the red monster stumbled back, away from the white unicorn, before being headbutt by a skull made out of diamonds. "Stay away from her!"

Diamondhead held up his hands and his arms began to rapidly fire small, sharp, projectile diamonds at the beast, forcing it back. "Cool! I can shoot diamonds!"

"You can shoot diamonds!" Rarity repeated, looking the new alien over like a work of art. "Sweet, Celestia, the dresses I could make with an unlimited supply of diamonds..."

"What'd you say, Rarity?"

"N-nothing! Excellent job, Spike!"

"Heh, thanks. Its not as easy as I make it look th-Whoa!" The distracted hero failed to notice the monster suddenly charging at him, and soon he was picked up and carried by the behemoth. Next thing Diamondhead knew, he was spun around and around, before slammed head first into the ground. A swift kick to the gut sent him flying out, before crashing painfully on the ground. "Okay...Ow...Least it can't get any worst."

The red skinned giant then picked up the alien by his hands and began squeezing them, making our hero scream in pain. To his horror, Diamondhead's hands were crushed, and their pieces fell to the ground in tiny bits.

"M-my hands!" He gasped, before becoming relieved as his body healed itself, growing back to normal. "Oh. Well, that's a neat trick," he smiled, wiggling his fingers around, before his head was grabbed and brought down to kiss the monster's knee. "Ow." Diamondhead's head was brought back up, before brought back down to hit the knee, but fortunately he was able to break out of the hold. Both of his hands morphed to resemble hammers, and the rookie hero began to unleash a can of awesome onto the villain's face.

A left, a right, a punch to the gut, before one to the left cheek, before ending with a double uppercut to finish the red giant. His body hit the ground, making it shake, as the hero struggled to regain his breath from the wild flurry of attacks he had just thrown.

"Spike, that was tremendous! You did spectacular, darling!" Rarity cheered, running over to her friend as his symbol beeped and flashed red. In a flash of red light, the green golem was replaced with a purple dragon child.

"Whoa, still getting used to that."

Rarity embraced her hero and rubbed her cheek against his. "You saved Ponyville, Spike!" At this point, Spike could have found out all of this was a dream, and he still would have been happy as the townponies ran over to congratulate the young hero for his latest good deed. They lifted him into the air in celebration, before a roar was heard from the outskirts of town.

As the center of town bustled with curiosity over the strange, unconcious monster, and cheers for the mighty hero, Fluttershy's cottage was in anarchy. Fluttershy was flying around, struggling to calm down her furry friends.

"Angel, what's wrong?" The pegasus saw the bunny hiding behind a small crowd of other animals. She tried to calm them down, but her attempts were a fruitless endeavor. She bit her lips in frustration, before she heard the rustle of a bush. The yellow pony cracked open her door, peeking outside. She only had time to give a small "Eep!" before the orange, eyeless monster faced her.

New Dogs and Old Tricks

"Fluttershy!? Darling, are you okay?!" Rarity screamed, Spike on her back as she banged on the door. The speed the fashionista had arrived at the cottage was startling, to say the least. She had grabbed the young dragon and pulled him away from his adoring fans after the yellow pegasus had screamed.

"Rarity? Spike? Over here! You guys have to see this!" Rainbow Dash shouted from behind the house.

"Rainbow Dash? Did you hear Fluttershy scream too? What hap...What is that?"

A monster of orange fluff was pinning Fluttershy to the ground, licking her face madly. The mare was giggling at the ticklish sensation, before placing her hooves on the eyeless dog's face, petting him. Rainbow Dash was standing on the side, simply shrugging at the sight when Rarity looked at her for answers.

"F-Fluttershy. Darling. An explanation, please?"

"Oh! I'm sorry, Rarity. I'm sorry, Spike." The mare gently pushed the orange pup off of her and smiled at the two. "I found this little puppy in my garden and he just started to lick me."

"...LITTLE?!"

"Darling, do you even know what that thing is?!"

"No, but..."

"Rarity, wait...Do you think this dog thing has something to do with that monster back in town?"

"Monster?" Rainbow repeated.

"What monster?"

"This big, four armed red monster thing in town! It was tearing up the place before-"

"That I stopped!" Spike interrupted, puffing out his chest.

"Whoa! Really? No kidding! Come on, Shy! I wanna see this-WHOA!" Rainbow was suddenly pushed to the ground as the large, orange dog ran off. The eyeless beast was almost out of sight as the pegasus stood up. "Hey! What was that for?!"

"He's headed into town!" Fluttershy gasped.

"Guess that answers that question."

"Come on, girls! We have to make sure he doesn't hurt anyone!"

"Thank you, Twilight Sparkle. The staff feels much better knowing you're hear to protect them with your magic."

"I'm happy to help, Nurse Redheart. Have you learned anything from your...uh...patient?"

"Not much. We've never seen anything like him before. We even asked the local vet if she has any advice. Nothing. As far as we can tell, he seems to be secreting some sort of poison from his glands. He also seems to be calming down, thankfully."

"That's good, at least..." Twilight examined the red giant, trapped in one of her spells, laying down in a large bubble on the ground. The creature was sleeping, sweating pouring down its body as it rested. "Nurse Redheart, may I try examining him myself later? Maybe I can find something out."

"You're free to try, Twilight. Just-"

"GANG WAY!"

"Huh?" The two ponies turned their heads and saw a large, orange, beast charging at them.

Twilight tackled the nurse out of the way as the monster leapt into the air and landed on the forcefield, shaking it. The beast let out a anguished cry as it attacked the bubble, before turning its head. It saw Twilight's glowing horn and growled at her, slowly moving forward.

"Nurse Redheart."

"Y-yes?"

"RUN!" Twilight jumped back, dodging the slobbering beast's claws, and it chased after her as ponies screamed and scattered about.

The monster leapt at Twilight once more, only to be knocked out of the air by, ironically enough, the sphere holding his master. The dog fell on a nearby cart, breaking and snapping the wood beneath its weight. When it shook the dizziness from its head, the purple unicorn was gone, and his master with it.

Think Twilight. What have you read about this thing?

Absolutely nothing! I've never seen it before!

Keep it together! Just keep it together...What can you theorize?

No visible eyes...Which means its hearing and sense of smell must be-

An orange furred fist punched a hole in the tree, right above Twilight, missing her head by just a few inches. The two hands then forced the tree to split in two, revealing the lavender unicorn. The eyeless dog growled at her, before picking her up by her neck.

"W-wait!"

The beast seemed to understand her, cocking its head to the side as she spoke.

"This is what you want, right?"

Twilight lifted the captured monster with her horn, revealing it from behind her home. The bubble popped, and the body fell to the ground. The dog dropped the mare and ran towards its master, as Twilight panted for air.

The behemoth gently touched the red giant's body, before suddenly turning its head. A couple of earth ponies had yet to find shelter, and as luck would have it, the two were just close enough to be deemed a threat.

"Grr...."

"Hey! Mutt! Get away from them!"

Twilight had used her magic to bring a large metal pot from inside her home, and a large piece of 2x4 she pulled from the destroyed cart. The wood bashed against the metal, making a loud ringing noise. The dog whimpered in pain, holding his ears as the ringing got louder.

"RUN!" Twilight commanded, and the two foals ran off as the monster fell to the ground, rolling in pain.

"Twilight!"

The unicorn turned her head, not stopping the loud banging, as Spike, Rarity, Fluttershy, and Rainbow Dash arrived on the scene.

"Twilight, there's this big scary, orange, dog monster coming this way! He's got these big teeth, and he slobbers and he doesn't have any eyes! Can you believe that?! And...he looks just like that...dog...monster....right there. Huh."

"Wow, egghead. You beat that thing all by yourself? That's awesome!"

Twilight felt a touch of embarrassment at the compliment, before looking at Spike with a straight face. "What is that thing?"

"We don't know! It just appeared at Fluttershy's house! We think it has something to do with tall, red, and scary back there."

"That would make sense..." Twilight placed a hoof to her lower lip and nodded. "It tried freeing him from my forcefield earlier. Don't worry though, as long as we can hurt it with loud noise, it shouldn't cause any trou-"

CRUNCH!

"Uh oh."

"Should have seen that coming," Twilight sighed, closing her eyes, before she turned around to find the red giant holding a crushed pot in hand.

"I got thi-WHOA!"

"Hey!"

"Ah!"

"Unhand me, ruffian!"

"Eep!"

With shocking speed, the red alien grabbed Rarity, Spike, Fluttershy, and Rainbow in each of his hands, while Twilight was pinned down by his foot.

"Yoto heeja boja!"

"...What did he say?!" Rainbow replied.

"Wait...You guys didn't understand that?" Spike inquired.

"The Omnitrix has a galactic translator installed in it. You are the only one who can understand me. Listen closely, Trieena is nearby."

"...Pardon?"

"Trieena. The one who made me attack your village."

"Whoa, wait, what? You looked like you were making you attack P-!"

"Keep your voice down. I have no doubt she is somewhere close. I am injured. I will lose if I fight her. So you will fight her."

"And why would I do that?"

"Because I'll crush your friends if you don't, and because she'll kill you and your friends anyways after she gets the Omnitrix. If you help me, I'll help you, Wielder of the Omnitrix."

"Spike. My name is Spike. And even if I did agree, how are you supposed to find her exactly, Fourarms?"

"My name is Oeon. As for finding her, let Wyz deal with that." The four armed titan let out a whistle and his partner jumped up and sniffed the air. It only took a few seconds for the dog to turn and point at a nearby drain pipe. "Trieena. I know you're in there. Come out."

"..."

"..."

A small flying saucer floated out of the pipe, making the purple dragon giggle. "That's Trieena? Oooh! I'm so scared. Maybe after I beat it, I can give it to Pumpkin and Pound Cake! I bet they'd love a new toy."

A blue slime followed the UFO and formed a physical, feminine body. The slime creature's eyes narrowed at the sight of Oeon and spikes covered her body. Her hands turned into large hammers as she took a fighting stance.

"I see my poison's warn off. But do you think you can beat me in your condition?"

"I'm not the one you need to worry about. Wielder, deal with her, and I'll release your friends."

"Fine. Put me down an-WHOA!" Spike was quickly thrown at the problem, forcing him to transform midflight.

"...?"

Oeon looked at his partner and shrugged in response to the 'look.' "Payback for hitting me earlier."

Spike felt an orange, hard substance covering his body like an egg. It then exploded, and a new alien fell before the polymorph. The alien had six, small legs, ending in sharp points, and a pair of arms ending in pincers. The mos noticeable feature of the alien was the enormous head it had

"...Is that...a giant crab?" Twilight slowly said.

"...Seriously?" Rainbow added.

"I do say, that landing was far more abominable than I would have preferred. Quite the abrupt arrival, would you not agree, love?"

"Twilight, why does Spike sound like he's a gentlecolt from Trottingham?"

"I really hate to say this, Rarity, but I have no idea."

"Yes, well then. Prepare yourself, jezebel, for a rip snorting battle of fisticuffs! Yes, jolly good, I do say!" Spike released a smug, stereotypical Canterlot/Trottingham laugh before stopping. "How peculiar. My metamorphosis seems to have granted me a higher intelligence and a more varied vocabulary. As well as a distinct accent. Jolly good! Jolly good, indeed, governor! I believe I shall name this intellectual and bumptious form, Brain-!"

A swift kick sent the wordy crab high into the air, before crashing into Sugarcube Corner.

"Hi, Spike!"

"Good evening, Pinkie. Pardon me, there is a ruffian in town that demands a comeuppance immediately!"

"Okai-dokei-loki! Nice British accent by the way!"

The door to Sugarcube Corner opened to reveal a cake covered crab. He walked forward with his tiny legs, glaring at the alien woman with his green eyes. He placed a claw on his neck/chest, which was covered by a purple and green striped neck brace, before speaking.

"Right then. I have deduced that my habit of sesquipedalian loquaciousness had left me open to an attack. Well, I shall not allow myself to be distracted by my clever wordplay nor my hyper intelligent mind....Before we start though, allow me to look up something....Ah, so that's how you spell: precipices. Twilight! Remind me to turn into this next time you want a letter written!"

"...THIS is the wielder of the Omnitrix? You're a child with a toy!"

"A wise warlord of the planet Khoros once stated that the only difference between a man and a boy is the size of their toys. I do believe my toy is quite large, indeed. Now, behold my my testosterone inspired strength!"

"...What?"

The crab's head suddenly opened up, revealing a gigantic, green brain. The brain crackled with electricity before it unleashed a bolt of lightning, hitting Trieena and sending her flying back down a street.

"Whoa! He can shoot lightning!? That's awesome!" Rainbow laughed.

"Now, as I was saying before I was so rudely interrupted. I shall name this form, BRAINSTORM! Heheh, yes, jolly good. Twilight, once I am done with this malevolent matriarch, what saw we all go for a round of tea and crumpets, yes?" Spike stopped for a moment and held his head. "Whoa...What am I saying?"

"Arrogant little cerebrocrustacean!" Trieena screamed, rising up. She swung a hammer at the hero, stretching it at him.

"Bollocks!" Brainstorm leapt out of the way of the attack, only to be smacked by the leg of the polymorph, sending him through a nearby house. "Ah...Bugger. Huh? Bugger!" The crab quickly ran off as Trieena gave chase, attacking with spiked feet.

"Hey! Fourarms!" Twilight shouted. "Let us go help him!" The alien looked at her, and she recognized the look in his eyes as one of confusion. "Let us." She emphasized by pointing at her and her friends. "Help. HIM!" She pointed at Spike several times..

"Um...Please?" Fluttshy added.

"..." Oeon let out a whistle and his partner nodded.

"Ah! Bollocks! Bollocks! Boll-WHOA!" Brainstorm fell on the ground and groaned in pain as he rubbed his ginormous cranium.

"I'm going to enjoy killing you!" Trieena screamed as she stretched up and fired a blast of blue slime out of her arm.

Brainstorm's head opened once more and a yellow, electric dome covered his body, blocking the acid. He dropped the shield and unleashed another lightning bolt, shocking the bounty hunter. Before she could gain her second wind, a tree was flung at her from behind, taking her by surprise and knocking her down to the ground.

"Huh? Ah! Thank you. Quite the helpful vulpinmancer, aren't you?" Brainstorm scratched the head of Wyz, as he stood by his side. The dog woofed and panted in response, before the two looked at Trieena melting the tree with acid. "Right then. Time to get serious. How do we beat her? Can't risk a physical fight with her able to turn acidic...Wait...Quickly, come with me!"

The two ran off, with Brainstorm suddenly being picked up and soon riding the wild vulpinmancer. Trieena was hot on their trail, stretching her legs to take giant steps after the two. The two raced through town, dodging torrents of acid that burned the grassy ground around them.

"Run, run, run! I can keep this up all day!" Trieena suddenly realized something. The fight had gone in a complete circle, with the three back to where the fight began. She looked at the cerebrocrustacean, confused, just like Oeon and the mares. "What exactly is your plan, you overgrown space lobster? All you've done is made it easier for me to destroy your friends once I'm done with you!"

"And that, you arrogant polymorphic moron, is where you are wrong. For I have something in my possession that you do not."

"And what is that?"

"An electromagnet." Brainstorm's head opened up once more and fired an electric blast, but not at Trieena. He hit the crushed metal pot Twilight had used earlier and it crackled with electricity. The piece of metal was then picked up by the alien and directed it at the polymorph.

"What are-?" The UFO over her head suddenly flew away from her and became stuck to the piece of metal. That started a chain reaction, and Trieena fell to the ground, reduced to a puddle of blue slime. "I-I can't move!"

"Of course not. Without your personal gravity distributor, you are affected by Equestria's gravity, and, as we all know, Equestria's gravity is stronger than Viscosia's!"

The watch beeped and with a flash of red, the giant crab was turned back into Spike. The dragon rubbed his head for a moment, before looking at the puddle, then his friends. "I sounded like somepony from Trottingham for a while there."

"Spike!" Twilight's horn glowed and suddenly she and the others were teleported away from Oeon, and around the purple dragon and embraced him. "You're okay!"

The celebration was cut short as Oeon spoke. "Wielder. You defeated my enemy, and for that, I thank you. In return, I will not attempt to take the Omnitrix from you."

"Omnitrix...So that's what this thing is called?" Spike asked.

"How can you understand him? It sounds like a gibberish to me," Rainbow commented.

"If I may..."

Oeon got down on one knee and Spike slowly nodded. He held out his arm and the red alien twisted the symbol, pressing certain buttons every now and again, before pushing the dial down.

"There, that should have activated the Master Translator pro-"

"I understood him!" Twilight gasped.

"As did I," Rarity added.

"Wow...Hey, do you know how to do anything else with this thing?" Spike inquired.

"Only very few programs. Unless you want me to make it self destruct and wipe out the universe, then I suggest you forget about me trying anything else."

"How do you know so much about this thing?" Twilight questioned.

"Allow your town doctors to help my friend and I, and I will tell you all I know about the Omnitrix..."

Origins

"The Omnitrix was made after a time of war to be an object of peace. It was made so that other races could see how the other lived. A way to say that we were all the same in the end. It was also made to be used as a storage on DNA. If any species were to go extinct, the Omnitrix would be their chance to be reborn.

In the end though, it was just another excuse to fight. Scientists, bounty hunters, misguided heroes, and planetary conquerors all fought for the device. They killed and killed for just a chance to acquire the Omnitrix. The device's creator, the greatest mind of Galvan Prime, Azmuth, was horrified. He blamed himself for the death, and in his grief, ordered for the Omnitrix to be returned to him so he could destroy it.

The ship transporting it was attacked, and in an attempt to preserve the Omnitrix, the device was fired to the closest planet. Yours. You discovered it, and now the Omnitrix has bonded to your DNA. It cannot be removed without removing your entire arm. Or killing you."

"Well...That's...nice," Spike mumbled, rubbing his left arm in fear.

The ponies and Spike sat by the bedside of Oeon. The giant red alien had to be set down on multiple beds, due to his sheer size. His partner, Wyz, sitting on the ground beside the group, whimpering as his friend laid on the bed.

"Are there any negative effects from using the Omnitrix?"

"Not that I know of. It was meant to be used. Azmuth wouldn't have allowed it to be known without it being tested for any damaging side effects."

"Ha! See? Told ya," Spike gloated.

"So, there's nothing you can do to help Spike?" Twilight asked, ignoring her friend with a soft glare.

"Once I am properly healed, I will be happy to ward off unwanted attention. But as I am now, I cannot."

"Wait...Unwanted attention? Whatever do you mean?" Rarity inquired.

"As I said, many sought it before. Many will again. They will come with armies, and monsters, and weapons of mass destruction, all for that device. For it controls the fate of the universe."

"That tears it. Spike, I'm telling Celestia."

"What? Twilight!"

The purple pony was walking to the door, only to be stopped when Spike pulled on her tail. The unicorn turned her head to the boy, and angrily said, "Spike, you heard him! I refuse to let you become the epicenter of a war! Maybe the princesses can get that thing off of you, or Oeon can talk to this Azmuth guy!"

"B-but I like being able to turn into different aliens! Twilight, please!"

"No, Spike. I am not negotiating this. The watch is coming off."

Twilight pulled her tail out of his grasp, and he was left staring at her as she left. His eyes then narrowed as he yelled. "You're just jealous! You want me to be your sidekick again!" He ran into the hall as Twilight tried not to listen, running back home. "I'll show you! I'll do just find being my own hero! You hear me?!"

"Spike..." The dragon turned to the voice and saw Rarity, Fluttershy, and Rainbow Dash looking at him. Rarity spoke again. "Maybe you should go and apologize, dear."

"What?! Me? Apologize to her?! She should apologize to me!"

"Yeah! Spike is doing awesome! Twilight's just being a buzzkill!" Rainbow argued, placing a hoof on the little dragon's shoulder.

"I...I don't think either of you are being that unreasonable." Everyone turned to the source of the soft voice. Fluttershy was looking between the floor, and the three. "Spike, I can really really REALLY understand you not liking being in the background all the time, but all Twilight wants to do is protect you and Equestria. Afterall, if all those bad people do come for the Omnitrix, they may hurt a lot of innocent ponies..."

"I...I hadn't thought about that..." The little dragon scratched the back of his head as he sighed. He tilted his head down, before looking down the hall. "Maybe I should go apologize...She's just looking out for me, like she always does."

"What about him?" Rainbow asked, pointing to Oeon.

"I can hear you. Your doctors have done all they can for me. Your 'magic' does not seem to agree with my alien physiology. My ship has a healing pod. If you can help me to it, I can heal there. There is a catch though..."

"Great. What now?" The cyan pony sighed, rolling her eyes.

"I will be left in a comatose state once inside the pod, and I will not awaken until all of my injuries are fully healed. I do not know how long that may take."

"What about Wyz?" Fluttershy asked, hugging the large, orange alien dog.

"He seems to have taken a liking to you. You'll find his food in my ship. Feed him until I reawaken, if you do not mind."

"Oh, it would be my pleasure!" Fluttershy beamed, petting the orange mutt, making it smile and pant in joy.

"Alright, we'll help you out. Spike, go talk to Twilight. We'll take care of this," Rainbow smiled, patting her friend's back, before flying over to the red alien.

"Right...Thanks, guys! We'll see you soon!" Spike smiled, running down the hall. As he did, he pressed down on the Omnitrix, turning into Stinkfly.

There was a red flash in front of Twilight's door as Stinkfly landed. The purple dragon opened the bottom half of their door and walked in. "Twilight? I came to apologize! I'm really sorry for what I said..."

No response. Owlowiscious didn't even seem home. Spike walked up the stairs, and finally found his lavender friend on her bed, staring out the window.

"Twilight?"

"Why are you here, Spike?" She didn't even look at him as she spoke.

"I came to apologize. I really am sorry, Twi-"

"I don't want to hear it!"

"Wh-what?"

"Didn't I make it clear that I never wanted to see you again? That I hate you?" Those words...She wasn't joking, she hadn't sound this angry....ever! The Changeling Queen didn't make her this upset! Spike's eyes began to water as she continued. "You're selfish, stupid, and every day I see you is another day I regret meeting you! I never want to see you again!"

"Twilight...Wh-what are you saying?!"

"I'm saying, I HATE YOU!" She turned around, her purple eyes burning with hate, her black pupils matching the strange black cracks on her face. But Spike was too far in despair to notice any of that. He cried. Tears fell to the ground as he ran out of the house, transforming again mid run into a blue skinned alien, with wheels for feet, wearing a purple and green suit. He ran off so fast that there was only a trail of dust left behind him.

He ran, as a grey skinned alien floated out of Twilight. He ran, as her crying body hit the floor. He ran, as the ghostly alien flew after him.

Zs'Skayr'ed Yet?

Spike ran. He ran and ran, until the Omnitrix timed out. Then he fell to the ground, the momentum throwing him into a tree. He was crying, no, bellowing. Tears streamed down his face as he struggled to breathe.

He rested himself against the tree as he wiped his tears, hugging his legs close to him. How could she say that? Why would she say that? As Celestia's sun began to set, the dragon was left with his tears and broken heart.

"Peekaboo. I see you. Hiding under the tree. Are you scared me?"

Spike's tear filled eyes shot open as purple eye floated before him. A boy formed around it, grey skin, with black lines all over its body, long, frail arms, and a long, thin tail. The poltergeist let out a disorienting cackle as it floated around Spike.

"W-what are you?"

"Zs'skayr, High Ecto-Lord of Anur Phateos, homeworld of the Ectonurites. I think you know why I'm here."

Spike rubbed his running nose and used his other hand to wipe his tears. He stood up and glared at the ghost. "Oh, let me guess. You want the Omnitrix? Look, I'm not in the mood for any trouble, so...LEAVE!" Spike ordered.

Zs'skayr was unfazed. "Oh, I saw! Your little spat with the purple four footer. You know, I heard she hates you."

Spike glared at him, the tears threatening to come back. "I don't care what you heard! GO AWAY!"

Zs'skayr only laughed as Spike pickd up a rock on the ground and threw it at the grey ghost. It went right through him as his purpl eye stared to the now gone sun. "Ahhh...Sun's gone. Which means I can take off my 'coat.'" A ghastly laughed filled Spike ears as the ghost's eye widened.

Claws ripped out of his fingertips. Spikes along his spine tore at his back. His skin ripped like paper as he tore it off of him, revealing an upside down, white skull for a head. A single eye laid on the skull, as Spike looked at the creature. The grey skin was gone now, left on the ground. Zs'skayr now had purple skin which still had black lines over it, with black claws and spikes on his body.

The single eye looked down at Spike and grinned. "Boo."

"...Okay, now I'm a little afraid...But still! Leave, or I'll kick your butt!"

"As much as I'd like to see you try...." Zs'skayr grabbed Spike and held him up in the air with one hand. He then pressed his claws into Spike's chest, slowly pushing them in. They did not draw blood, but rather they began to enter his body. "Give me control. Let me possess your flesh and bone!"

"Ahhh!" Spike screamed in pain as the ghost began to force its way into him. Despite the pain, the dragon was able to raise his arm up just enough for him to hit it with his hand. There was a bright green flash as Zs'shayr was thrown back. He opened his lone eye to the sight of a large, brown reptile.

"You just made a HUMONGOUSAUR mistake! Get it?" Spike smiled, cracking his knuckles as he looked down at the little (relative) ghost. "Yeah. You get it."

"I can't possess you when you're like this...But I have two advantages that you don't have."

"Oh? What's that?" Humongousaur grinned, raising a fist in the air and bringing it down like a hammer onto the alien. It hit the ground, cracking it...and did absolutely nothing against the poltergeist.

"Intangibility." Zs'skayr then aimed a finger at the Omnitrix symbol. "And time."

"Oh...Oh crud."

"Oh, and these." Zs'skayr ripped open his stomach, and dozens of black and white striped tentacles shot out of him, grabbing the giant dinosaur and throwing him into a bunch of trees. "I love hurting children!" He laughed.

Spike had left an obvious trail behind him. The grass had been crushed by the wheeled footed alien, making it that much easier for Twilight to follow him. Usually the lavender pony would try pacing herself for going down such a long path, but the mare was too grief stricken to be slowed down by anything.

Save for a certain pink pony.

"Hi, Twilight! Ooh. You look serious. What's up?" Pinkie asked, hopping beside the running unicorn.

"Pinkie, please, not now. I have to find Spike!"

"Why?"

"Because I was just possessed by a ghost!"

"Why?"

"Because he wanted to hurt Spike!"

"Why?"

"I DON'T KNOW!"

"Mmm...Kay! Can I help?"

"Pinkie...." Twilight let out a forced sigh and gave a similar smile. "Sure, Pinkie."

"Okay! Get on!" Pinkie smiled, grabbing the purple pony and placing her on her pink back. Pinkie then grabbed her fluffy tail and yanked on it, revving up her engine. Her legs spun, and she ran off, following the trail left by Spike. "WHEEE!"

"Whoa!"

The pink blur ran outside of the city, and quickly saw the brown dinosaur towering over the trees. The giant seemed to be fighting something, but the mares couldn't see anything. What they did see was the giant behemoth was knocked to the ground, badly cut and bruised.

"Spike!" Twilight teleported the two closer, appearing beside the alien. "Spike, are you okay?!"

"Huh? Twilight? Pinkie?" Humongousaur did not have much time to ask what the two were doing here, before he was picked up by an invisible force and slammed into the ground.

"AHAHAHA!" Zs'skayr appeared before the two. "I haven't had this much fun since I died. Tossing around your scaly hide is so much fun, I may just let you keep you pathetically fighting back... Hm? Well, look who it is."

"You! You made me hurt my best friend!" Twilight roared.

"Did I now? Or did I just make you say what you've always been thinking?"

"HEY!" Pinkie screamed. Everyone stopped and looked at the pink pony, hanging on what she said. "You're mean!"

"Oh, little mammal, you have no idea what mean is. I've seen monter that make me look like a scolding parent. In fact, you should thank me. I'll make sure you never meet them, or anyone else," he laughed, his claws gleaming in the moonlight. "Ever again."

A red flash illuminated the three as Humongousaur turned back into a beaten and injured Spike. The ghost moved towards the defeated drake, only to find Twilight standing between them.

"What are you going to do? Flail your legs wildly in anger?" He chuckled. "I'm intangible. You can't touch me. But I can do far more than touch you," he cackled, showing off his black claws.

But his words rang empty. To Twilight Sparkle, all she heard was the beating of her own heart and Spike's panting. He was hurt, and this ghost was the one who had hurt him. That thought echoed through her skull as her horn glowed purple. Her pupils vanished, her eyes went white, and hot tears stung her face. A beam shot from her horn and consumed the alien, making his purple eye widen as he felt his body begin to heat up.

Zs'Skayr bellowed in pain, scratching at his arms as body burned. He fell to the ground as he clawed at his flesh, The grass he rolled on burned into ashes as the ghost howled. His voice echoed throughout the forest and into the distance. But none would come to the villain's rescue.

He looked into Twilight's eyes. All he saw was anger. She didn't care what she saw.

Eternity to Zs'Skayr, seconds to Twilight, either way the spell ended, and the ectonurite went limp. Twilight's wide eyes returned to normal as she looked down at her victim. She wiped away her tears as she looked at him. "I-I'm sorry. I....I didn't...I...It wasn't supposed to..."

She was interrupted by the ghost shooting up, claws out. His playing space possum tactic a success. He swung his claws down upon Twilight....only to be met with a hoof shattering his jaw. He fell on the ground once more, holding his face in pain and letting out a muffled scream.

"Don't even try it, you big, dumb, meanie pants!" Pinkie Pie growled.

Zs'Skayr could only do one thing at the face of the two ponies. Flee. He fell through the ground, leaving the three to themselves.

"Twi? I...What...What was...I..." Spike was suddenly embraced by the purple pony, wet tears on his shoulder.

"Thank Celestia, you're okay! I'm sorry, Spike! I tried fighting him, but he...I never meant any of that! You know I didn't! I'm sorry!"

"You...He..."

"He controlled my body, somehow. He possessed me. He made me say those things. Spike, I would never-" Twilight found her hug being returned, as wet tears fell upon her. She became quiet, with a gentle smile on her tearful face.

"Awww," Pinkie grinned, joining in the hug. "I love group hugs! We should have a party! A 'We're All Still Best Friends' Celebration! We can invite Rarity, and Rainbow Dash, and Applejack, and Fluttershy, and Mr. and Mrs. Cake, and Cranky Doodle Donkey, and Apple Bloom, and Sweetie Belle, and-"

"Pinkie."

"Yes, Twilight?"

"We'd be happy to have a party, and you can invite whoever you want, but can we head back to Ponyville first? Spike is hurt."

"Okai-dokei-loki! Come on, you two can ride on my back!" Pinkie threw the two into the air, not even shaking as they landed, belly down, on her back. She began to trot back to Ponyville, as the two looked at one another.

"Twilight...I wanted to apologize about back at the hospital."

"Spike..."

"You can tell Celestia to come down and try and get it off if you want..."

"Spike, whatever happens, whether she and Luna can or can't, I want you to know that I'm proud of you. You've used this thing better than most unicorns use their magic! You've helped a lot of ponies. But I-"

"I know." Spike smiled. "Its cool, Twi. Whatever happens, I'll be okay."

"Thank you for understanding, Spike. Friends?"

"The best," Spike smiled, bumping his fist against her hoof.

Beaten...by mammals. This is so...humiliating. But with humiliation, comes humility. With humility, a plan. I will see that lizard and his mammal friends dead, and I will have the Omnitrix. Whether I deal the fatal blow or not.

"This message is going out on all frequencies. The Omnitrix has been found! Follow energy frequency, 122705 to find it. Happy hunting."

The war for the Omnitrix had only just begun.