a week later

The young twilight sat down happily reading her book next to gwen while across from them was ben. He was reading his comic of captain nemesis. She continued scanning the contents of her book as she thought of the last week. Everything was so much fun. Ben turned into Xlr8 an grabbed her a small mountain of books.

As she thought most nights were filled with her reading an ben keeping her company. Of course he told her alot of jokes. Most of which flew right over her head. But she found herself laughing anyway. During the days ben dragged her out into the wilderness.

She perfured reading enjoyed spending time with ben an occasionally gwen when she joined. The best part was when ben turned into stinkfly an took her flying over the rivers.
Once she got past the smell it was an enchanting experience. Soon her eyes left the book an were just on him.

Gwen noticed the look an giggled. She paused her research on charmasters book an pulled out her laptop."hey twilight! Wanna see pics of ben from our road trip over the summer?" Twilight immediately jumped up and sat closer to gwen. Gwen flashed through different pictures. Twilight giggled at most of them. She saw ben at the swim park, him at the mall,one were for some reason he was dressed in a unflattering suit. She signaled for gwen to puase.

The picture had ben covered in a bluish grey fur. He was staring goo goo eyes at a girl. Twilight pouted. "Oh this is when ben was turning into a alien werewolf....and thats kai bens first crush." Ben groaned loudly.

"Please can we not talk about her! She didn't even like me she only like that i was turning into a stupid werewolf. She wanted to keep me an a dang pet!" He grunted angerly. Although his pissed of had nothing on Twilights. Her horn lit up causing several objects around the room to fall over. Gwen quickly had to grab her laptop.

"Bens just fine as he is! Hes the nicest colt ive ever met!" She pouted as ben blushed. Gwen awkwardly laughed as she closed her laptop. Max meanwhile had the laregest girn on his face as they pulled into town. Seeing as the sun was starting to set he decided to pull over at the nearest stop. But as he turned the conner the entire R.V came to a sudden stop.

"Oh not again! Ben we got company!" Ben quickly ran to the front and saw what looked to be a giant mutated horned frog. He groaned disappointed. Of course it was him. He stepped outside slaming his Omnitrix. Ben then was replaced with a glowing figure. He stood tall as his rocky skin erupted a blast of firey hot plasma. Knocking the frog creature away. "Hah looks like froggy has to tangle with Heatblast!"

The frog stood back up shooting its tounge at ben. Ben easily rolled out of the way as the tounge smashed the windshield of the R.V. ben shot more blast of fire as a man ran out from the alley laughing. His skin was a sickly greenish yellow. His hair was white as messy. He wore a device that resemble an ants antennas. "It is I doctor Animo! And I have come for my revenge Ben Tennyson! Now lets ansure you cant run away!."

As max an gwen stepped out the frog mutant jumped high into the air. Ben ready for an attack only for it to land on the R.V. The R.V was particularly crushed under the weight of the mutant. "Twilight! No!" Ben completely ignored Dr animo animo who was still ranting about how he would destroy him.

Ben used a massive blast of fire to launch the frog into a near by truck. The frog seemingly knocked out or killed by the head tramma. Ben frantically tore what remains of the R.Vs doors. "No no no no! Twilight say something please!" Ben started crying tears of fire down his face.

"Whats wrong ben?" The voice caught him off guard as he turned to see twilight next to him. She had apparently ran out with Grampa max an gwen. Heat blast smiled dulling his flames to safely hug her. The mare giggled happily as gwen cooed witnessing the two embrace.

Dr animo realized they weren't listening to his speach. They were understanding him once again."you dare turn your back on doctor animo!" Ben just turned around an shrugged.

"Yeah kinda I mean ive beaten you like 60 times over the summer. Your not exactly the forever kind dude." Animo look even more furious. His eyes moved to the strange purple animal. An evil smile on his face.

"Its seem you have a pet now! Lets seem how you handle fighting it when i mutate her my transmodulator." Twilight Shrieked in fear as a blast from animos device hit her. However nothing happened to her. She just looked at the villians with confusion.

"I guess my natural magic protected me." She looked over herself. She was spotless the blast completely ineffective. Despite twilight being uninjured ben lost his cool. He gave out a firey yell as he charged at animo delivering a blow to his gut. Charing animos shirt as he did.

He then delivered the worlds most firey kick between animos legs who cried out him pain. Ben last grabbed animo by his shirt as the flames on his head burned even brighter. Animo closed his eyes as ben lifted his other face but a pink arua stopped him. It was gwens magic that kept his fist from colliding with animo.

"Ben stop! Your taking it to far! Your scaring twilight!" Max yelled gesturing to the quivering filly. Ben gasped and dropped the good doctor. Twilights terrified expression burned into his head. He looked down in shame as turned to animo.

"Its over animo." It was all he could say was turned back to human. He slowly started to walk away as animo started to laugh. But it wasnt animos voice laughing. Ben turned back around with fear as animo stood up.
His eyes a dark shade of purple.

"Your right boy! It is over for you and that little pony!" As the sun fully set a figure emerged from animo. Its head looked like a unside down and twisted skull. Its body a fading purple with exposed black an white tentacles. It was Ghostfreak.

"N-no it cant be!.....twi! Run!" Ben yelled as he threw a ball of fire at ghostfeak. The alien specter simply dodged him while max ran to the R.V to try an salvage his light protector weapon. Ghost freak flew past ben an went after twilight. She ran as fast as her legs could move. Heading to the nearest building. Ben gave chase flying after them as gwen yelled to him. But her crys landed on depth ears.

Ghostfreak finally caught her. He used his powers to lift her and pinned her to a gas pump. The tubing wrapping around her. Ben as heat blast land before him fire balls in hand. "Now hold on a second Tennyson! You wouldn't wanna roast your little girlfriend now.~" ben froze absorbing the fire into him.
Of all the places they could go of course it was a gas station.

To empathize his point ghost freak poked a small hole in the tubing. Twilight scream as her horn glowed. Suddenly ghostfeak body was hurld at ben who smiled. "Ha twilight your the best!" He took advantage of the situation and sent a firey fist into ghostfeaks face. The alien tried to shift his density but found himself unable to as twilights magic surrounded him.

Ben kept the blows coming sending fire fueled punches into his chest. Meanwhile twilight continued to scream her magic going crazy as the tubes around her untied themselves while wildly spraying more gasoline onto her. As the fight continued twilight saw behind her a rift was forming. A familiar voice called to her. "Twilight are you there my student. It was celestias voice. Twilight calmed herself as her magic stopped going off.

Finally she could go home. But when she turned to tell ben he saw him pinned down. Without her magic ghost freak was able to regain the upper hand. "Ben no!" She cried out.

Her cry sent burst of determination in his causing his flamea to surge sending ghost freak flying away. But as he turned to face her....a single ember landed in the puddle."No!" From bens point of veiw all he saw was a blinding white light. There wasnt even a scream. When the fire settled she was gone. He killed her. Heatblast fell to his knees as he reverted to human form. Tears running down his face as he openly wept. Max an gwen finally caught up but saw no sign of her.

Gwen rushed to her cusions. Her arms wrapped around him as she held him close. Max just stared. "Ben...." The old man ran to his grandson. He placed a hand on his shoulder. "Im sorry. Shes gone."

Unbeknownst to them just as the explosion was about to hit her a yellow arua pulled twilight through the rift. " Wait no! Ben!" Her voice drowned out by the explosion. Then she was no longer with the Tennysons. No ghost freak. No ben. She was in the embrace of her mentor who was smiling at her. But when she looked up her eyes filled with tear. "Send me back! Hes in danger please!" Celestia was taken back.

"Twilight what! Why!? Who? I-" She saw the look in twilights eyes. "Oh my twilight im...im sorry I can't. I could only use that spell because you were there. If I tried opening the portal again you could end up anywhere." Twilights heart sank as she Heard her word. Ben was gone.

She would never see him again.

Author's Note

Next time we head back to equestia. With current ben an twilight.