Still in ponyville with the girls.

Twilight quickly turned her attention away from the monster. Whatever that thing was it could wait. She ran over and hugged pinkie pie."pinky! Are you ok? Did that monster hurt you?" She quickly looked over her freind who was just smiling.

"Oh no im fine! The big thing guy saved me from a giant metal robot! Then he saved the cakes! It was so cool! He ran through the fire like it was nothing!" She waved her hooves around as she spoke attempting to give visuals to her explanation." But then you came in and uh well you kinda blasted him."

Twilights eyes along with the others opened wide. The realization they attacked the wrong pony filled them with a sense of guilt. "Ah ok our bad. We might have judged to quickly. We saw you and the cakes and just reacted."

Pinkie giggled abit hugging her friend."Its ok twilight! Well just apologize next time we see him." The mares natural joy eased the feeling of guilt. But then rainbow dash spoke up.

"Wait a second were did that giant guy go anyway?"

Somewhere in the whitetail woods.

The form of four arms leaned against a tree. He was out of breath. The fight mixed his jumps had really taken it out of him."Weird I can't remember the last time I got winded as Four Arms. Well either way better lay low. Even if I haven't seen any humans Its still less noticeable then a huge hulking red guy." He slamed the symbol on his chest an was engulfed in a flash of green light.

But ben didn't revert to human. Instead his form became slender. A black an white body with a blue striped tail. His head morphed into a almost reptilian creature. His feet became more like wheels. "Huh what? Why did I turn into Xlr8? I wanna be me not a speed demon! Omnitrix what just happened!"

The symbol on his chest glow as a strange robotic version of ben voice spoke." Warning! Dimensional interference! This universe prevents origin form transformation. Scaning DNA library for an appropriate form."

Ben gasped as he looked at his chest in disbelief."Wait are you saying Im In another dimension! And im stuck as my alien! This blows!" He sighs before taking off. Thanks to xlr8s incredible speed he moved faster then the eyes could see. He found himself in a deeper part of the woods next to a large tree. He sat down resting against it. "Well I guess for now all I can do is rest." He closed his eyes. Drifting into slumber.

10 years ago/cycles

A man was driving an old RV down the road. The man was and older guy around his 60s. Despite his age he looked great if not slightly cubby. Next to him a young girl yawned. Her hair was a brilliant orange and she wore a blue shirt. A small cat symbol faintly was on the front.

The pulled up in front of a house were a young ben stood awkwardly rubbing his head. As the door opened the older gentleman spoke. "Heya ben! Ready for our winter break road trip!" The excitement was audible in his voice.

Ben quietly stepped into the van. But as he did the two notice the look on ben face."hey grampa Max I know this is gonna sound weird but do you mind if I bring a freind? She got no were to stay right now and uh well..."

Grampa max looked at his grandson with curiosity. "Huh well ya know im always up for more company ben but why do I have the feeling your not telling me something?" Ben gulped nervously.

The girl got up from her seat and approached ben."yeah dweeb your sweating alot even for you." Ben sighed knowing he couldn't put off showing them. He hoped for the best.

"Gwen Grampa meet twi." He moved out of the way to reveal the small pony. She nervously waved her hoof as gwens jaw dropped.

"Uh hello Its nice to meet you. Bens told me alot about you guys." Gwen couldn't believe what she saw. But Max just smiled.

"Welcome to earth kiddo hope your hungry!" Twilight couldn't help but smile.

present day next morning.

Twilight screamed as she awoke."Im not hungry!" She breathed heavily unsure of why the dreams mention of food made her nauseous. As she stood up the dream became harder to recall. Some details were there but the boys face. She rubbed her forehead as a slight migraine formed.

A mystery for another time she supposed as she made her way down stairs. Unknown to her ben had also awoken from his sleep. The same proposition making his own stomach want to evacuate its contents.

in whitetail woods
Ben slowly got up holding his stomach. He was still Xlr8. He made his way slowly back to town. It was only a matter of time before another techdon or alien showed up. If one did more would soon.

He watched the ponies from afar using the woods as cover. He had to admit despite the equines the town looked rather peacefull. Every single pony seemed to be enjoying themselves at the moment. Even in places that the techodone lazers hit were being repaired. He even saw the now awake cakes taking the babies out for a day. That made smile. Sometimes its just to have a reminder why he fights.

His thoughts were interupted by a rustling in the bushes. Out came three small ponies. One yellow one white an one orange. The young fillys were unaware of his presence. All three of them were breathing heavily.

"Do ya rekon we lost it?" The yellow filly looked to her freinds as she spoke. Before either of them could respond a large creature smashed the bushes from behind them. It looked like a gigantic wolf made of wood an leaves. It growled at the fillys an lunged at them. But instead of pony flesh it got a mouthfull of empty air.

"Nice try Fido but they aren't on the menu!" Xlr8 yelled now holding the ponies. The timberwolf gave chase as xlr8 ran holding the three ponies in his arms. The young mares screem with both excitement an terror as xlr8 dodged another swipe from the monster."What the hells going on I should have left this things in the dust! Why am I so slow!"

The orange foal gasped as she realized this creature wasn't even at top speed. Meanwhile the omnitrix began to glow as he ran towards the town. The foals for some reason felt like they were getting heavier. While his legs kept moving every motion felt like a struggle. Ben realized what was happening as the omnitix A.I spoke.

"Warning due to unknow energy interference any prolonged use of any single form may cuased extreme exhausted and or nausea. Recommend switching transformation soon as possible. " Ben sighed know it was right. He needed to find a place to put the kids so they wouldn't get hurt. He forced himself to move even faster despite the pain and managed to get to the town first.

His speed gradually slows down to a crawling pace. He opened his visor to take a breathe of air as he started having trouble obtaining air."Mr are you ok? You look sick." The white foal asked conerned.

"Hey don't worry kids im fine lets get you home bef-" Ben was unable to finish his sentence as a blue blur tackled him. He drop the fillys as he was slammed into a wall by a furious looking mare.

"Don't you dare touch them monster! No one hurts the Crusaders while rainbow dash is around!" The blue pegasus from the pervious night stood before him with a hoof on his chest. It took ben everything he had to stay awake.

"Rainbow wait! He didn't hurt us!" The orange filly yelled. "Yeah Scootaloos right rainbow! That fella saves our lives. If he hadn't shown up me Scoots an Sweetie Belle would've been eaten!" The yellow mare yells out as the young mares surounded rainbow an xlr8. Rainbow took a second to look at the alien.

She saw how tired it was an as it spit out some blue blood onto the ground she finally backed up. Ben took another breath as he wondered why the fail safes haven't kicked in. Likely more issues caused by whatever was causing the interference. Then another pegasus showed the other fron last night. Behind her were her other friends. The six starred at the alien.

Rairty gasped at the horrible sight."what is this thing? Its so hideous!" Sweetie bell then gave her sister a glare. While the mares started talking about what to do fluttershy shy got closer. She was terrified but the poor thing was hurt. She examined him before he tried to say something. "R-run its coming run!"

A terrifying howel echoed across the town.

Author's Note

Whenever i do a flashback its a dream. Also hope yall enjoy my story

Also whats going on with this timberwolf?