Omnicorn

by freindlyweirdo

Rating: mature
Tags: Profanity, Ben 10, Violence, Crossover, Twilight Sparkle, Main 6, Princess Luna, My Little Pony: Friendship is Magic, Comedy, Romance
Length: 13441

Ben 10 meets equestia. With freinds new and old and a mystery around everything

Ben Tennyson awakes in equestia in one of his alien forms. For some reason he can't seem to remember how he got here and he can't turn to his normal form. With strange dreams of his past plaguing him will he be still be able to go hero. Even as freind an foe alike start popping up?
Will the power of six ponies an one alien hero be enough?

Published 2025-02-02 07:40:01 UTC
Last updated 2025-02-06 20:48:29 UTC

Secret?

The small family embraced each other the pinkie cooed. She hasn't seen been this happy since sugercube corner released the mango and carrot smoothies. Rainbow couldn't help but smile before turning when she heard leaves rustling. Out stepped applejack rairty and fluttershy who all looked concerned.

"What in tarnation is going on! We just heard ponies yell about how pinkie and ben ran out of town in a panic!" The mares then spotted the group of ponies embracing.

"Whos that mare hugging our darling Benjamin!" He gave gwen a sinkeye as fluttershy quietly epped. Her cute noise what finally drew bens attention.

"Girls! This is my family their here! My cosin gwen my grandpa and my best freind kevin. Oh and these are the girls ive been hanging with. The pink excited one is my favorite party mare pinkie pie."

"Its so good to meet you! Me an bed talk all the time about you guys!" She bounced in place happily.

"The rainbow hair one is the fastest mare in Equestia rainbow dash."

"Sup nice to meet you guys we've been keeping ben out of trouble." Applejack scoffed at rainbow rolling her eyes.

"My freind applejack she the most honest of the bunch! Wouldn't have any other way."

Applejack tilted her hat. "Pleasure to meet yall. If yall are family to ben yer freinds to me."

Ben walked closer to the girls.
"Of course I cant forget the ever generous rairty." He did a silly bow for her making rairty give out a unlady like snort. She couldn't help but laugh.

"Haha oh my darling please stop! Your embarrassing yourself!" She barely held it together giving the Tennysons a wave.

"This here is fluttershy. Shes really nice but shes a bit shy."

Fluttershy continued hiding behind them saying a barely audible. "Hi"

Grampa max looked at the group of mares with a smirk. He saw how comfortable ben looked with them. That classic Tennyson charms still working its magic.

"Pleasure to meet you girls well your all in time for lunch! Who wants to try some good ol meal work stew!" Grampa ask with a smile as everyone gagged.

"We allready ate lunch Grampa but Im sure gwen an kevin are famished." The two gave Ben a death glare as Grampa started a small campfire to cook. The girls all breathed easier. They heard of bens horror storys about the meals from that road trip.

"So kiddo were you've been living? We got lucky when we woke up with the rust bucket."
Ben looked at the old R.V a smile plastered on his face. Good times.

"Im staying with my friend twilight. Shes pretty cool I'm sure she would love to meet you guys. Probably a full on interveiw!"

Grampa max an gwen froze when he said her name the two shared a look. Ben eyebrow raised. "Oh have you allready heard of her? I guess she is kinda famous being a princess."

Max coughed into his arm. "Uh yeah hey gwen can you watch the stew. I uh would like to meet this twilight." Gwen said nothing and started stirring. Ben just shrugged.
"Sure follow me Grampa!"

At the castle
Twilight frantically paced back an forth. She had just just gotten a letter from celestia saying be was on her way. Now here she was. Frantically pacing back an forth. All ready except for the fact that Ben apparently went crazy an ran off. Now all of her freinds were missing.

The worst part is that she cant stop thinking about him. Even with the dreams gone that idiot was living rent free in her head. His smell,his laugh,even the way he eats chilii fries! "What is wrong with me! We barely know each other! Why is this dork all I can think of! Fuck!"

She whined to herself before the sound of the door caught her attention. Their he was was. Her whines quickly turned into excitement as she ran up to him hugging him.
"Uh ok hi twi! Whats - ouch!" Twilight then slapped him. Hard. He rubbed his cheek confused.

"What the buck happened! You ran off! Now celestia is on her way wh- whos that." She now saw a older stallion looking at her. His eyes wide open as if had just seen a ghost.

"This is my grandpa Max! He gwen and kevin someone ended up in equestia. Uh hey grandpa are you ok?"

Max slowly approached her. His face full of shock. He stumbled over his word unsure of what to say. "But how-why its impossible but how? I saw you d-"

"Max its been a long time old friend. " out of thin air celestia appeared. Along side her luna who looked uncomfortable. Maxs face turned from shock to anger.

"You hearless skank! What did you do to them!" He stomped angrily toward the princess. Twilight ,Ben,luna ,and the main 6 who were watching in secret from the door way all gasped. The girls gasped because no one in a thousand year as ever called celestia a skank. Ben gasped because his grandfather just called a woman a skank. Something he would never do. Well normally.

"How dare you speek to my sister that way!" Luna yell in response. She started walking towards max. Celestia extended a wing to block her. "Let him speak luna. This needed to be said for a long time."

Max stared into celestias eyes. His anger building up. "I want you to say it! It been 10 years celestia! Say what me an gwen allready know."

Celestia closed her eyes. Tears ran down her face. "Celestia what is he talking about? Dose this have to do with me an Ben." Twilight shook in place as ben walked over. As if instinct he wrapped the alicorn in his hooves.

Celestias eyes widen seeing him embrace her. Her guilt eating away at her."I-I casted a spell on you twilight. A memory stealer." Twilight eyes watered as ben looked at the mare confused.

"The fuck is that supposed to mean?"

The mare in his arms breathed slowly trying to calm herself. "A forbidden spell."

"It a spell that removes memories. But not just any ordinary memory. A special one. The kind ponies retain in their very souls. Its very dangerous and I was very foolish. I didn't realize the risk untill it was to late. But to truly explain i need to give you back what you lost."

Her horn glowed as two small orbs floated in front of them. One each. "Sport before you do this....everything I do is to protect you."
Ben looked to max who looked guilty as well.

"I know Grampa. Twi you ok?" The mare look at the orb and nodded. "Yeah. I think we need this this."

Both grabbed the org as the memories flow all way back. Back ten years ago. When filly was saved by a boy. Then a ghost tried to kill them both.

Author's Note

The first part of the mystery unfolds. Will ben an twi be allright? How do celestia and max know each other.

Will ben get smashed! Probably those girls love this weird alien ass lol next chapter or two will focus on young twi an ben

Memories and beginnings

Human world 10 cycles/years ago

A young boy wandered through the woods as leaves began to fall. He wore a white shirt with a black stripe down the middle along with green cargo shorts. On his wrist laid a strange watch like device that had a green hourglass symbol.

He looked bored as the first snowfall of the season started to begin. “Ya know this used to excite me back before I got my watch. Why did things have to get so boring!” He openedly whined to himself. He then silently wished for something to happen as he pulled out a candy bar from his pocket. Then as if the universe itself was listening a purple light drew his attention.

The flash was quick but it was enough for the young boy to see. He also heard what sounded like a young girl scream. He found himself running towards the sound. He couldn’t help but smile. This is what he lived for.

He found himself in a small clearing with his hand hovering over his watch. The ground had several broken branches littered across the ground that led to a large bush. The bush itself was shaking. He walked over to it.

“Ok ugly I don’t know who you are but come out slowly! Or things get messy!” Secretly he hoped whatever was in there was dangerous.
The shaking continued as he heard what sounded like a small ‘epp!’ Then a small purple hoof stepped out.

“P-please dont hurt me! I don’t know where I am!” The voice was that of a young girl. There before the boy stood a tiny purple pony with darker purple hair with a pink stripe through it. She quivered in place unsure of what she was looking at. The boy froze for a second slowly lowering his guard.

Standing before him wasn’t a monster. It was some strange girl who was frighten. She looked like she needed help. He knells down on one knee and holds out the candy bar.
“Hey don’t be scared! I’m sorry I thought you were a monster. Please calm I promise your safe. Here have some chocolate.” The filly looked at him for a moment before getting a bit closer. Using her magic she floated the candy to her maw.

She gave out a satisfied noise as the boy smiled. He wasn’t used to aliens being this cute. “Were did you come from little uh pony?”

“I was in class practicing a spell. But I messed up. Now I dont know were I am....and I don’t think I can get home.” The boy thought to himself. Magic wasn’t his speciality that was more his cusions speed. Sadly it would be some time until he saw her.

“Well I know this will sound strange but I might be able to help. My names ben and I’m kinda an expert when it comes to weird stuff I don’t understand! I’ll get you home!” The mare smiled at his statement. Happy tears poured down her face.

“Thank you ben! I really needed to hear that my names twi-”

10 years/cycles later.
Equestia somewhere near ponyville

A large figure suddenly screamed awake. He was red and had both an extra set of eyes and arms. While the form itself was know as Four Arms in reality this was ben. His dream had been interrupted by a incredible amount of pain. He held back in tears as his body pulled itself out of the rubble.

The pain slowly did begin to fade as four arms stood up. He took a look at his surroundings. Besides the crater he had apparently made he seems to be in what appears to be a forest with large healthy trees. A far cry from the Mr Smoothies he was in previously. He slowly started walking in a random direction, as his mind was still catching up with his body.

“Fucking hell that hurt! Huh were am I? Crap I hope rook Is ok. Or was I with kevin an gwen? Gah! My head feels like I fell though orbit!”
As he complaned he saw what seem to be a faint glow on the horizon. At first he thought it might the fun. But as he got closer he saw the smoke. There was a fire.

“Could just be a brush fire I guess....But then again ive never been that lucky.” He groaned some more in annoyance as he jumped high into the air. He soar for a minute before jumping again.

“Hell yeah! Man Humugousaur is great but he can’t hop to it like four arms!” He started smiling to himself. Ben had access to many transformations but four arms was one of his favorites.

He then saw a small town as he landed inside what looked to be a small town. However were he expected to find terrified humans he found what seemed to be terrified ponies. His eyes opened wide as they ran past him. “Huh ponies hun? Must he on another planet I guess. Hope im not to far from earth.”

At this point another pony saw him. The small unicorn pointed a hoof at the hulking figure. “Its a another monster! Everyone run!” Ben rolled his eyes at that. Even his legend only spread so far. He ignored the terrified equines and headed further into town. He eventually found the source of all the chaos.

A large robot stood in the middle of town. It was shaped like a giant grey samurai. It raised it hand to fire a lazer at a pink pony with cotten candy like hair. Luckily the pony manages to dodge just in time. “Im sorry mr robot sir! I thought you would like cupcakes!” The terrified mare pleaded as the robot barely missed her again.

Ben chuckled at the thought of someone trying to give a techodon a cupcake. He then ran tackling the metal monster. There massive size causing the ground to tremble beneath them. “Hey robojerk! The nice pony offered a cupcake! But how about a knuckle sandwich! Take four of em!”

He started to pummel the robot using all four of his muscular arms. Each blow denting or straight up tearing a hole in the techdon. The robot wasn’t going down without a fight. It manages to raise an arm and blast the Tetraman off of itself and into a building.

Four arms left the home in shambles as he stood up. The attack left a scotch mark on his chest. “Ok you bucket of bolts! Im gonna rip your tin rear a new one!” He charged the techodon while grabbing a chunk of the building with him. The combined force of four armed strength an the weight of a chuck of wood an stone manged to tear a massive part of the robot off.

Its left arm was completely gone along with half of it head. It tried making another attack but found itself unable to reach ben. With a final punch using four arms strength he manages to shatter the techdon into pieces.

Four arms smiled before looking at the pink mare. Only her focus was on a burning building. “The cakes! There still in the building!” She cried out as attempted to approach the fire. Only to find the heat to be to intense. Ben was confused why she was so upset about some burnt treats. That was untill he heard the cry of a baby.

“Oh shit cakes are people!” He ran past the crying mare and slamed through the wall an fire. He coughed abit as he used one hand to cover his mouth an noise. He gazed around the room finding two ponies one yellow and one cyan. Both laid unconscious but the yellow one had some rubble on him.

Four arms managed to clear the rubble quickly and picked the two up. One in each arm. He then heard another cry from another room. He smashed through the wall again as the fire raged. He found a crib with a crying pegasus. He then realized next to it was another baby unicorn. “Huh way are you diff- eh don’t matter lets go.” The foals stop crying an start giggling apon seeing the giant red man.

He smile picking them both up and cradled them in each arm. The foals yawns an fall asleep instantly as they felt safe.”ok thats adorable. Now lets get you guys out of here!” He smashed back through another wall landing safely with the cakes. Pinkie gasped in suprise and rushed to the cakes when he sat them down. Luckily they were breathing.

“Omc thank you! For a second I thought the cakes were done for! Thankyouthankyouthankyou!” The pony happily bounced in place. Ben couldn’t resist chuckling. It was definitely a first for him to say the least. Well the part with a talking horse not the gratitude.

“Anytime time ma’am! It what hero do- ah son of a bitch!” He cried out in pain as a blast of Violet light push him down. He just managed to extend his bottom to arms in time before the foals could get hurt. He gently placed them down to face his attackers. “Whoever did that your moms a hoe!”

He turned to face five more mares. Each standing ready to fight. One blue pegasus with a rainbow mane hovered above the rest. Another was orange with blond hair and a cowboy hat. Or would it be a cowcolt? Next her a white mare with a styled purple mane. A horn on her head. Behind her another pegasus with a yellow coat stood shaking. Her face parly hidden by her pink hair. In front of them was the one who attacked.

Her coat was purple with her hair being a darker shade. She had a horn apon her head an wings at her side. The mare from his strange dream. Only older and with changes. He froze as she seemed familiar. “Back away from my freind monster! No one burns down my home!”

He stared at her but proceeded to bend down instead.”Eh its cute ya wanna fight but your not in my league.” He smirked before jumping right over them. He jumped right out of the town much to the shock of the ponies.

“How did he do that!” Twilight yelled.
She had a feeling things were gonna get weird.

Author's Note

In case anyone is curious this ben is currently in his version of the omniverse time line with a few differences. Mostly that hes 20 years old now and is infact single.

If anyone has suggestions for who from his world should show up please let me know. Oh as for ships i know at very least hes gonna like twilight might do a poly thing might not.

Alien time?

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?

LET ME TELL YOU SOMETHING

ponyville same day..... No really same day

The mares quickly turned to face the giant Timberwolf. The beast began to attack anything that moved. Several innocent ponies were slashed an throw to the sides as it began its rampage. "Girls we need to stop that monster! Fluttershy stay with whatever this thing is. If trys anything funny call us!"

Twilight voice carried weight as the girls sprung into action. Twilight rainbow and Applejack all went after the wolf. Twilight shot blast of magic at the beast as rainbow made hit an run strikes against it. Applejacks attempted to use her lasso to tie the beast legs. Only the creature strength proved to be to much as it easily broke through her rope.

Pinkie an rairty started helping those who were injured helping them to their feet.
As this went on flutter continued to examine the alien in front of her. Xlr8 coughed up more blood as his vision became blurry. He tried to move his arms but they felt as if they were made of concrete. He struggled more an managed to get out some words in between coughs.

"Your friends they n-eed help." His voice was barely a whisper. Fluttershy leaned in to hear him as the CMC did so as well. "The symbol on my chest. Please press it! I can help." He coughed more as his head laid back his eyes starting to close.

Applebloom gasp as she shook the hero who saved her. But he was unresponsive. The girls started tearing up unsure of what to do. Fluttershy shy looked at him long an hard. She turned her head and saw her freinds fighting valiantly yet they made very little progress.

Fluttershy swallowed a deep breath before gently tapping the symbol on xlr8s chest. A flash of green light engulfed the area. When it faded no longer was there a raptor like creature. Instead stood a massive bipedal tiger with a single protuding claw on each hand. The tigerman roar yelling a single word.

"Rath!"

He looked down at the ponies. The CMC hiding behind fluttershy as she stood stuned. He growled an lower himself to there level.
"Let me tell you something pony who's name I think is fluttershy! You saved Rath! So Rath is gonna thank you by kicking that monsters ass!" He yelled every word the force of which blew back fluttershys hair.

Then turned around running off towards the monster his energy renewed. Fluttershy continued to stare her eyes focused on him.
"Oh my celestia....He is adorable!" She squealed out with glee. The young mares all looked at her confused.

With the monster the three ponies were getting exhuasted trying in vain to stop the timberwolf. Twilight was concerned. Sure timberwolves were dangerous. One nearly killed applejack jack once yet this one was different. It shrugged off her spells like they were nothing. She even used a fire spell to try an incinerate it but even that didn't do much.
She was about to start panicking when a voice spoke up.

"Let me tell you something giant tree wolf monster! If you wanna fight something! Try fighting Rath!" Rath then proceeded to punch the giant monster. The force sending the wolf back a few feet. The girls were stunned staring at the new monster.

Rath continued striking the beast using his claws. The wolf attempted to snap at him with his jaws. "Lets me tell you something fido! Rath is a meal to big to chew! But if you wanna bite of rath! Then come get rath!"
The wolf then manage to capture rath in its maw. It then swallow the tiger whole.

The girls gasped in terror. Especially fluttershy whos heart practically broke apon seeing the tigerman get eaten. The wolf was about to charge at applejack to make her its next meal when a muffled voice could be heard.

"You think you can eat rath! Rath will turn your intestines into a sweater and wear it to your mothers house you oversized log!" The timberwolfs body shook violently as it slamed its self into the ground. Eventually the beat eyes went wide before exploding into pieces. On the ground stood rath happily flexing his muscles for the crowd that had gathered.

"That how rath gets it on! Let me tell you something weird pony creatures! Your welcome!" He gave out another roar only to fighten some of the ponies off. The main six slowly approached the hero. They awkwardly stared at the giant tiger. Except surprisingly fluttershy. Girls jaw dropped when she started to scratch Raths chin. "Thanks you Mr tiger your a very good kitty aren't you!"

Even more surprisingly rath angry expression softened into a dorky smile. His entire body seemed to relax. "Heh raths a good kitty." He voice was so relax they almost forgot this was the same creature that exploded the timberwolf.

"Uh Mr rath can we talk for a moment?" Twilight asked. He ignored her to instead enjoy the pets an scratches from fluttershy. Twilight coughed into her hoof to get her friends attention. Fluttershy blushed an backed away from Rath." Opps heh sorry twilight I couldn't help it. I love big cats." As she stopped rath spook his head getting out of the pleasure induced trance.

"Mr Rath thank you for your assistance but who are you?" Twilight approached him but when she did she felt a tugging sensation in the back of her mind. Rath felt it as well.

"Huh give rath a second! Raths not great at conversations!" In a fash of light he changed form once more now his body shimmered in the light as he became a man of blue crytasl. He was still larger then the ponies so he got on knee to speak with them."Dimondhead is still more suited to combat but at least I can talk with rational thought."

The girls were in awe as they came to a realization. He was all the monsters. The red muscle guy the raptor it was all him."Are you some sort of changling?" Ben lifted s diamond eyebrow at that. "Huh kinda? I can shapeshift but if your talking about a particular race then no. Im originally human."

Twilights gasps. Shes met humans before but never one who could do this."ok Mr rath well we-" she was cut off by his laughter.

"Oh no thats just the name of that form. Its one of the few that can change my personality. Right now im Dimondhead but please call me Ben." Her vison flickers for a moment. For a second she saw that boy again. He was laughing at something.

Then when she blinked she was looking at the alien once more. He was giving her a smilar look. For him he saw a small filly blushing with a smile. Then back to her. At the same time they asked the same question.

"Have we met before?"

Author's Note

Rath is best kitty!

New form? Pomf!

ponyville castle not long after

The girls along with dimondhead sat around a table. Rairty was taking a deep interest in Dimondheads form. His shining skin being quite the distraction to her. The ideas for dresses popping into her head. Dimondhead tried his best to ignore her stares while the girls asked him questions.

Applejack was first. She closely inspected his body she spoke tapping a hoof on the crystal hard skin."Ok ben so what exactly are you right now? Ive never seen a feller like you." Ben chuckled he was abit hesitant to reveal his secrets. But it wasn't like he had much of a choice.

"Well technically my forms are different aliens. Each one is unique and have their own powers for the most part." Twilight began writing down his awnser while Applejack gave him a nod.

"Ok who's your fastest form! I gotta know!" Rainbow dash said as she flew up next to him. Admittedly now that she knew he wasn't a danger she was excited.

"Uh well on the ground it would be Xlr8 the one you tackled. Normally I would've been faster but I was dealing with some technical issues. Other then that I guess jetray is my fastest flyer but ive only used his top speeds in space." His comment drew Twilights attention as rainbow got more excited.

Before she could get a question in pinkie popped up from nowhere. "Whats your favorite food! Whats your favorite color! Do you like parties! Have you been to another planet! And why do you keep looking at Twilight! "

He leaned away from her as she smiled widely. "Uh my favorite food are smoothies an chili fries, green,yes I do,yes I have, and im not doing it on purpose." Despite his crystal skin a light blush in a dark blue color appears on his skin.

Rairty help pull pinkie back into a seat as twilight finishes writing down more information. "Huh ben why were you hurt when we found you. I didn't see any wounds besides the bruise rainbow gave you." Fluttershy spoke just loud enough for ben to hear.

"Ah something about this dimension is messing with me. Not only is it keeping me from turning human again but it makes staying in one form two long become dangerous for me. But I didn't have a choice i had to get the kids to safety before I switched even at his slower speed xlr8 was the best for that situation."

Fluttershy nodded as rairty placed a hoof onto dimondhead heads shoulder. "Well darling I am incredibly thankful to you for saving my sister sweetie bell." He gave her a crystal smile.

"But the question still stands how do we know each other." Twilight interjects drawing his attention. Ben looked down creating a small crystal in his hands. He started to fiddle with it.

"Honestly I dont know. All i know is I had a strange dream then woke up here as fourarms. I can't even remember how I got here exactly. Last thing I remembered was drinking a seaweed and peppermint smoothie then boom! Nothing."

Rairty actively gagged upon hearing the name of the drink. As they spoke a small purple dragon walked in. He froze apon seeing dimondhead his mouth drooling at the sight. Ben looked at him concerned. "Uh is the little guy ok?"

Twilight laughed for a moment. "Oh right I forgot! That's spike hes a dragon. Dragons are known for eating gems! To him you probably look like a walking talking entrée. " she used her magic to levitate a cloth to clean his mouth.

Ben chuckled tossing the small dragon the crystal. "Well not the first time someone wanted to eat me. At least he didn't just bite me." Spike excitedly nawed on the crystal but the petrosapian material was abit to hard. Still he kept going as the flaver was out of this world.

"This is the best tasting thing ive ever tasted! Thanks dude!" The young dragon sat next to Twilight as the girls giggle at the cute dragon.
Twilight giggle made ben feel nostalgic for some reason.

"I guess the question is what next. If your stuck here for the time being how will you blend in. Ponies are accepting but its still going to be hard to explain you" the girls pondered to themselves. Twilight had the space to give him a room but if he was constantly changing form that might prove to be difficult to accommodate. If he turned into a form to big or made of slim he might ruin a bed.

Then the symbol on ben glowed again."Attention dimensionality appropriate form found. Would you like to set this as default untill origin form becomes avaliable?" The girls all stared as ben smiles.
"huh looks like I'll have a form ill be able to use after all without worry. Yes comfirm code 10 0 10 x."

"Code accepted. Activating omnicorn protocalls." The watch glowed quickly switching to a purple color before returning to green. The watch then activated cuasing another green flash. Ben was no longer dimondhead.

The girls with wings found them doing the iconic 'pomf' as ben got up. Ben had a green mane and tan fur. His piercing green eyes looked around the room. Ben was pony.

"Oh my darling! You clean up real nice."
Rairty flirted as ben shifted his body. He took a look at himself thanks to a mirror that pinkie had somehow gotten into the room. He was an earth pony now to his suprise.

"What? How did I allready have a pony form? I shouldn't have aliens from other dimensions! Huh well at least ill be able to walk outside. " he took a look at his foreleg an found the omnitrix on his arm. However it has reverted to an older design. Specially the one from when he started working along side kevin an gwen.

"Uh hey is something up with your wings?" Ben asked obliviously as the pegasai an alicorn quickly pulled their wings down.
They didn't say a word as the oblivious ben just shrugged.

" I need to contact celestia! Yeah she'll need to know about whats going on. Untill then Ben try to sick around us. We'll help you adjust." Twilight got up and grabbed another scroll. Ben just smiled in return before stretching out his new form. The girl were more then happy to watch.

Twilight began her letter.
dear princess celestia.
Today we met a new freinds from another world. His name is ben ....

She pauses. "Hey ben what name will you be using?"

"Probably just go by Ben Tennyson. It will be easier then another new code name."

Ben Tennyson. Hes a freindly colt with the ability to transform. Hes allready saved the town twice since we've met. He seems to be stuck in our world with no memory of how he got here. Even more then that something is strange. He feels familiar to me as if we've met before. If there is anything you can do to help please let me know.
Your faithful student twilight sparkle.

In canterlot castle.
Celestia read the letter sent by twilight over and over again. Her heart sank. She never thought the day would come. She closed her eyes an rembered all those years ago. When she was forced to do something terrible to twilight. Would she forgive her.

"Oh Max my old friend. I wish you were here. I should never have done what I did! No matter how right I thought I was."

She wept to herself as her sister walked into the room. Princess luna ran up and wrapped her sister in her embrace.

"Sister why are thy crying!" She gently nussles her older siser as the mare of the sun slowly calmed herself.

"Oh lulu I had done something horrible when you were gone. Something to twilight that was cruel. All because I was afraid of losing another student."

Luna look at her with confusion but held her close. She knew as well as anyone what loss can do. What fear can make someone do.

"We will get through this together dear sister. Twilight is young. But she controls herself better then you or I at times. Tell me what happened. "

"Ok well it started-"

One lengthy coversation later.

Luna stood still her mouth hung opened. She stared at her in disbelief.

"Uh so yeah that's what happened. Any thoughts?"

Silence filled the room.

"Sister thy has fucked up. I hope for your sake twilight is more forgiving then you or I. If we were in her place we would as the young ones say 'smacked the bitch out of you.'"

Celestia went pale as her horn glowed grabbing a quill and paper. To my faithful student I am glad to see you've made a new friend. As for your dreams me and luna will come vist you both as soon as we finish up some royal business. Please take some time and enjoy yourself. Sign princess celestia.
P.s if Ben needs anything please let me know. I will personality help make sure his time with us is enjoyable.

"Faust pray for my soul.....and hers."

Author's Note

Sadly not every chapter can be fights lol but we get some drama!

Familiar faces

one month later. One quarter cycle
Its been sometime since ben moved in with twilight. He was thankful to her and her freinds. During this month he started hanging with each of them.

Pinkie was a party girl for sure in bens eyes yet despite how silly she acted ben started becoming more curious. Turns out pinkie was way smarter then he thought. When his party finally came up she went all out. All sorts of different smoothies lined the tables an a massive basket of chilli fries just for him. Well technically they were chilli hay fries. And the chili was 100% meat free. That said it was probably the best thing hes ever tasted.

Applejack and rainbow were also pretty fun. Applejack offered him a part time job on the farm. Provided he didn't use any of his aliens. That was fine by him. He liked having a secret identity again. Plus the work was oddly rewarding. Rainbow dash on the other had would drag him out to practice with his aliens. Well four arms an xlr8 anyway. He didn't wanna break out two many aliens at the moment in case someone started thinking that alien were invading. Mostly as a green pony named lyra keeps trying to snap pics of his forms. Luckily she hasnt figured out he was the aliens.

Still Rainbow was getting a good laugh out of the fact a rumor spread that shes training monsters as part of her wonderbolt training. He wished he was doing nore then just training. Sadly a lack of crime met a lack of hero time.

He had rairty come vist him a few time insisting on making him clothes. He tried denying her but gave in. That mare was determined to say the least. In the end he relented and model several outfits for her.

He didn't want to admit it but he honestly enjoyed trying the outfits. He ended up keeping a jacket that reminded him of his lucky one back home. Green with a number 10 patch on the back. When he wasnt out with one of them he also enjoyed having tea with fluttershy at the castle.

Apparently her roommate was abit messy so she perfured to have tea at Twilights. Since twi didn't mind neither did he. Of course it was also end up with fluttershy asking to see rath. While ben was hesitant he couldn't resist her puppy eyes. Its been awhile since someone weaponized cuteness against him.

Lastly was twilight. He sighed thinking about her. It wasn't that they weren't freinds but the two had a hard time talking to each other. Sure she would sometimes interview him which was fun. He got to tell stories about himself and watch twilight in awe. But others times the two couldn't look each other in the eye. Even though its been a month since the last dream. A feeling of sadness an regret tugged at them.

But ben realized that there was another feeling. When they sat an read in the library. Like butterflies in his chest. Of happiness. But also confusion. He knew she was feeling it to. The way she smiled at him for no reason then looked away in shock. It was clear something was going on.

One morning he made his way downstairs were he saw spike still chewing on dimondheads crystal. Hes Actually managed to chomp his way through half of it now. Plus according to twilight hes never looked better. His purple and green colors were more vibrant then ever. Apparently a single shard of petrosapian crystal could keep a dragon fulled for months. Or two for spike.

He waved his hoof at the dragon who waved back. Ben then made his way outside towards the new an improved suger cube corner. The only change being they added a large list of smoothie flavors thanks to one pinkie pie. Pinkie apparently wrote down every drink hes ever told her. Considering how often he complained about missing Mr Smoothies she was more then happy.

When she showed him he cried tears of joy." Pinkie I could kiss you!" His comment had brought both a smile an a blush to the mare. He Chuckled thinking back at that memory. Once he made his way inside he walked right into one of the booths. Sure he could wait in line an order something but he knew the moment he sat down pinkie would appear allready having gotten his order. One smoothie of any flavor and a blueberry muffin.

"Hi benny! I got your grasshopper smoothie all ready for you!" He laughed taking the drink in hand. Or well hoof. He really tried his best not to think about how hes able to grab stuff.
"So ben how are you enjoying ponyville? It has been a month." Ben chuckled at her question.

"Pinkie you ask me that every time I vist you and my awnser is always the same. Yes but its mostly because of you girls." She pouted at him slightly disappointed but not suprised.

"Ben why? There are so many kind ponies in ponyville! You need more freinds then just us! I don't want you to be lonely." Her lips quiver at the thought of ben being all alone.

He took a sip of his smoothie enjoying the chocolates and grasshoppery goodness. He honestly cant believe only he and griffins ever get this smoothie. "Pinkie I don't need a bunch of friends to not be lonely. The six of you are more then enough for me. Plus me an spike hangout from time to time." Her expression changed looking bashful.

"Well I guess thats ok...but what about you and twilight. Have you guys ya know...talked?" He sighed the awnser was clear. If there was one thing that they never discussed it was him an Twilights feelings. Him an twi avoided that coversation like there lives depends on it.

"We can't right now pinkie its painful for us right now. Once the princesses get here then we will see." Pinkie justed sighed. Looking down. Seeing him an twilight suffer through this has been hard on her."

"Hey would you feel better if I showed you a new alien." He lean in and whisper to her. Her frown disappearing and filling with excitement. He smirk knowing his idea worked plus he knew the perfect alien for Pinkie. But just as he was about to suggest they go.

"Can I have three grasshopper smoothies? Oh that was quick thank you." The voice it couldn't be. He turned walking away was a dark purple unicorn with an orange mane. Her cutie mark a small cat symbol.

Pinkie yipped as ben ran out of the booth. Not knowing what else to do she followed him. Even as he knocked into several ponies she followed. When they reached outside he couldn't spot the mare. He did see rainbow land not far from him.

He ran up to her in a panic with pinkie in tow."Rainbow! A purple mare just left sugercube corner with orange hair. Her cutie mark was a cat faced symbol. Where did she go!" Rainbow wings went pomf again apon seeing ben. An occurrence that happened so often with her fluttershy and twi he barely paid attention to it.

"W-why would I know that!" She yelled out defensively. Ben gave her a good long look.

"Because we both know when your not working or training you come here to check out flanks of passing mares." He said it so bluntly rainbow was taken back. While her eyes drifted to his flank an the omnitrix cutie mark. She sighed relenting.

"Well not just mar-oh uh she was heading towards the everfree that way!" As she pointed in the direction the mare went ben took off. Feeling to embarrassed to stay here she decided to follow along with pinkie. Meanwhile ben kept running looking frantically around him.

"Where are you! Fuck no! I know it was you!" He yelled to himself confusing the mares behind him. He was about to give up when he felt it. A pull. A small spark of magenta light in the woods. He desperately headed towards it even as pinkie and dash called out that it wasn't safe. He didn't care.

He started to slow as he got to a clearing. There she was. The mare. Green eyes looking down at a smoothie. Behind her was a beat up looking R.V. Ben felt his eyes tear up. It was her. "Dweeb?" He called out as he stepped forward.

The mare gasp her own eyes starting to water. Her smoothie falling to the floor."d-doofus?" She called back her voice quivering slightly. Ben felt a smile form onto his face.

"Gwen!"

"Ben!"

The two charged at each other as the mares showed up. At first they thought it might be an attack. Rainbow dash tensing up. But she calm when the two hugged each other openly crying.

"Gwen I thought I would never see you again!" His voice radiated a sense of relief as he hugged her tight. Here she was safe and sound.

"I know I thought the same. I missed you ben. When I woke up an couldn't sense you I-I thought you were dead." Her tears openly flowed as the two slowly started to calm down. The two mares behind him starting to feel a little jealous.

"So ben whos your friend here?" Rainbow asked the distain in her voice poorly hidden.
Ben didn't seem to notice as he slowly pulled from gwens.

"Girls this Is my cousin! The one ive told you all about! Shes here!" Rainbowdash gasped. They had infact heard of her. Ben had mentioned several time of his super powerful cousin.

Pinkie ran right up to her."Omc! Your gwen! Like the super magical hero Gwen! Ben told us all about you!" She practically squealed in excitement. Rainbow awkwardly approached feeling abit more shy. Mostly because she did in fact check out the ass of one of her freinds family. To be fair shes checked his out as well. Several times. A week.

Gwen laughed lightly. "Oh heh not sure what Ben said but. Im just your typical girl just you know half alien." Ben blew a raspberry at her.

"Bullshit! You help saved the wold like a dozen times with me. Your the greatest cousin in 5 galaxies!" Gwen chuckled unuse to getting such praise from ben. As he was about to retort the rv door opened.

"Now what in gods green earth is going on out here?"

"Yeah some of us were trying to fuckin sleep!"

The first one was and older stallion with a tan coat an with graying hair. Yet she was in surprisingly good shape standing around bigmacs height. His cutie mark was a small cartoon ufo. Lastly he had two large wings. Next to him was a shorter stallion. He had messy black hair an a grey coat. A x shaped scare present on his chin. His cutie mark being a wrench.

The two stopped eyes opening wide when they saw ben. Ben eyes started tearing again."kevin? Grampa?" His voice was all the proof they needed as max hugged his grandson. Kevin stood next to them. Attempting to look cool. Ben eached out an forced him into the group hug with him grampa an gwen.

"Its good to see ya sport."

Old times

10 years ago/10 cycles

A young twilight sat in a RV doing her best not to vomit the meal see was given. Grampa Max was surprising calm with having a walking talking pony on board for the ride. Gwen on the other hand was still dumb founded staring at her the small pony and her cosin. "H-how? Why? How did you keep her a secret!"

Ben shrugged as he pulled out a candy bar. He broke it in half and gave twilight a piece. The mare was greatfull for bens treat. "Well we were in the woods an she kinda just was there. She was scared so I brought her home. I mean imagine if anyone else saw her! She wouldn't be safe."

Gwen still gave him an odd look. Meanwhile twilight was happily muching away at her candy."Ok still kinda suprised by that but how did you do this?" Twilight started laughing.

"He used! Xlr8 to get me to his room! It was amazing! Ive never seen anypony move that fast!" Ben blushed from her comment. He smiled smuggly.

"Well yeah no one faster then me! Heh anyway ive basically been hiding her in my room or closet. Using my powers to grab her veggies an stuff. Mom an dad didn't suspect a thing." Twilight giggled. Ben wasn't lying thanks to xlr8s speed she was very well fed. He also always managed to sneak candy as well.

"But what about going to the bathroom or when you weren't home! Were did she sleep!" Gwen question still trying to believe what she was hearing. Ben was good at heart but thinking stuff through wasn't his strong suit.
Twilight blushed.

"Very carefully gwen. Ben had to let me know when it was safe. When he wasn't home i just read his comics. Well at least untill he got me some stuff from the library. Human books are fascinating! " ben laughs a bit. Twilight looked away embarrassed. Her excitement over new book had been a constant thing for the last week or two they've known each other.

"Also she sleeps on my bed. Ive been using my sleeping bag." Unknowst to them grampa max gave out a sigh of relief. He wasn't ready to have that talk with ben for a few more years.

"So you Ben Tennyson willing help a tiny adorable pony despite how girly that sounds." Twilight blushed at being called adorable but ben just shrugged. Taking a big bite out of his candy as he responded.

"Nothing girly about it. She was lost an scared I helped her. Plus Twilights awesome she makes stuff float with her horn an helps me with math homework!" Both gwen an max smiled at how mature ben was about the situation. Twilight rolled her eyes slightly. Ben was awesome but he sucked at algebra.

"Gwen ben says you know about magic. Do you think you can help me find a way to open a portal home? I really need to get back to my family and my teacher princess celestia." Gwen bit her lip. Her heart bled for the small pony before her. The cuteness was killing her.

"Of course I'll help! It will take time however. According to charmcasters book opening a portal like this will take time. Its a very difficult spell to use." Twilight smiled happy to hear it. She would be able to return home. She hoped her family was ok.

"Well until we open the portal twi I'm gonna make sure your time on earth is a blast!" Ben pumped his fist into the air. Twilight then hugged him an he returned the embrace. This show off affection making gwens jaw drop again.

Grampa an gwen kept quiet for a moment as Ben an twilight discussed plans for the weekend. Alot of there idea clashed. Twilight wanted to read every book she could find. Ben on the other hand wanted to go camping and rock climbing. To gwens suprise ben didn't get upset. "Oh lets just do both! Ill grab us book to read while we camp!" Twilight nodded an giggled. She allready knew ben wasn't going to read himself but rather would play video games while she read.

Gwen was at a complete lost of words. But she knew ben was doing what he could to make her happy. She was proud of her cousin. The day went on peacefull untill it came time to sleep.

Ben gave up his usual spot up for twilight. choosing to once again sleep in his sleeping bag. Twilight slept peacefully untill rustling woke her up. Ben was turning his is sleep mumbling. "No please no. No. Please. Let them go." Twilight got up an used her magic to pull ben closer. She laid her head on his shoulder as his mumbling turned into soft snores. She drifted off into the realm of dream sortly after.
Just outside The R.V

A single figure watched. His one purple eye looking at ben. He gave out a quiet ghostly chuckle. "Enjoy your rest Tennyson. Your new freind brings you such calm its seems. It will so beautiful when shes torn to tiny pieces. Night night kiddio. Hahaha." The ghostly from of Zs'Skayr faded from sight.

The next day.

Ben awoke happily. Dispite a nasty nightmare he felt good. He also fur? He looked down to see that twilight has at some point crawled on top of him. Her hooves were wrapped around his neck. Very carefully he unzipped his sleeping bag and picked up the filly. Placing her back in bed. He was glad both her an gwen are asleep. His cheeks were read as he smiled. "Rest abit longer twi....thank you."

As he finished tucking her he looked behind him. Gwen was standing there not sleeping and had the most evil smile hes ever seen. "Oh ben I didn't know you an were so close~" she teased him. Ben narrowed his eyes.

"You saw nothing! Say a word of this to anyone and you'll wake up with sinkfly goop in your hair!" Gwen just laughed.

"Guys your really loud. Also ben thank you. " ben face went red. Twilight also wasn't sleeping apparently. From the front Max laughed.

"Aw man! Dont any of you sleep in!"

Ani-No!

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.

Reunited and torn apart

10 years later/10 cycles in the present.

Ben an twilight fell to there knees. Both openly crying. Max looked away his own tears swelling up. Celestia hung her head low. She stepped up to them. "Thats how you both know each other. In the weeks after twilight spent hours endlessly searching for a way back to you ben. I was afraid of losing another student."

Twilight shoved her face into bens shoulder. He in returned held her close. Ben used a hoof to whipe away his tears as he looked into the princesses eyes. "But how. Why did I forget!."

"Because both of you treasured your time together. The spell took everything an reached over the dimensions to make sure. But while twilight came out unharmed. I do not know how the spell might have effected you. Im ashamed to say back then I didn't care." Max stomped forward getting between them and celestia.

"Ill tell you what happened! He was depressed an in grief! He thought he killed her! Then he couldn't remember who she was but he still felt every bit of Sorrow!" Ben gasped. "I knew something was up! Gwen could sense the magic. But we couldn't do anything." His own voice faltered as ben looked at him.

"You knew Grampa? All this time! W-why! You should have told me!" Ben voice turned to rage. He felt betrayed as he held the mare.
The girls then entered the room having been spying on them. They quickly ran to twilight. Applejack quick took bens place as he looked max in the eye

"I couldn't Ben. I knew if the magic was strong enough to breach dimensions that any attempts to reverse it could be dangerous. I made your cousin promise never to tell you."
Bens tears flew again. Even after all this time his grandpa was still keeping things from him.

He turned away. Moving back to twi an placed his hoof on her gently. Max tried to reach out to ben but he slapped away his hoof. "No just go. Please I can't...we can't be around you two right now. Please. I love you grandpa but this..." He couldn't bring himself to keep talking. But Max got the message. Celestia looked at her student. She knew ben was right. She turned away. The two older ponies left the mares an ben alone.

A part of ben wanted to lash out. He wanted to turn into waybig and throw celestia out of orbit for what she did to him. To twilight. Right now however that wouldn't help anyone. The ponies were quiet for some time. After awhile crys dried up. She was dehydrated from the tears. Rairty used her magic to levitate a glass of water to her.

"Well hun I rekon we should stay here with you an ben for abit. Yall seem like you shouldn't be alone." Applejack said while still holding twilight in her embrace. Twilight slowly nodded while ben didn't react at all. He had been quiet for awhile.

Pinkie ended up pulling out a pile of sleeping bags and other stuff for a sleepover. Where she got it was anyones guess. Before long the girls got twilight comfortable. He kept his distance at first. The girls needed to help their freind first. He could deal with his emotions later he thought. He turned to walk away when he felt a sharp push.

"Ah heck no! Your staying with us alien boy!" Rainbow dash practically tackled him back into the room. Luckily neither of them were harmed. As they landed back with the girls pinkie somehow managed to wrap him in a blanket turning him into a pony burrito.

He was absolutely stunned was the girls set him with twilight who was also in her own burrito. "Your our friend too ben! We wouldn't let you be alone right now!" Pinkie spoke up. Ben found himself blushing brightly. Twilight started to smile as she looked at him. After all these years here he was. One of the oldest freinds shes ever had. An her first crush.

The night went on as twilight explained how ben an her met. The time they spent together an how ben looked after her. "Oh ben you were such a gentlecolt! How very kind of you darling!" Ben blushes only grew as the girls made varying comments about him. It really didn't seem like all that much he was just doing what he thought was right."

"You both seemed very close. Im happy you two were safe back then." Fluttershy told them this with a genuine sweetness that hit them both hard. Like an affectionate bullet. Rainbow also got surprisingly excited hearing about the camping trip. The mood was surprising chearfull. Untill twilight mentioned kai.

"She called him a what!" All the girls yelled loud enough to shake spike down stairs. Each one of them looked ready to hunt her down. Even the shy an adorable fluttershy had murder in her eyes.

"How could that meaninie say something like that to our benny!" Pinkie screamed at her while she pulled the ben burrito into a crushing hug. The girls all seem to agree. Even twilight who was the one recounting the events looked like she wanted to fight her. Ben was just blushing even redder from being called their benny. At this point he was gonna look like big mac.

Twilight continued retailing them with event's. She didn't hide any details. Even when she crawled onto ben. But when twilight brought up bens an animos fight his ears drooped." -Ben retaliated against this Animo guy when he attacked me. His device didn't effect me likely because of my magic. But Ben was brutal. Ive never seen him so angry. I'll admit I was kinda scared."

Ben looked down ashamed of himself. Even if it been 10 years he felt guilty. Sure Animo was an evil bastard not doubts about that. But he wasn't nearly evil enough to be put down. Twilight saw bens face as she spoke stopping a second to crawl out of her blanket cocoon.

She walked right up to him leaning in and placing a peck on his cheek. The girls all collectively gasp. Twilight the socially akward adorkable mare just gave ben a kiss. Ben immediately perked up seemingly forgetting what he was thinking about.

"Ah twilight I think you broke him sugercube." Applejack waved her hoof in front of him to no reaction. But soon enough best face curled into a smile. Twilight giggled before returning to her blanket.

"I just wanted to give him a long overdue thank you for saving my life a long time ago. Also this next part gonna be rough to hear." She continues the story. Leaving no detail out of the fight with ghost freak. All though ben had to chime in to give his perspective of events. By the end all the girls really wished they slapped the princess.

"Ben max said the spell did affect you. How exactly?" Twilight asked. She didn’t even hesitate. It would be hard to hear but she needed to know. Bens smile disappeared once again turning into a frown.

"Even though I couldn't remember I was angry at myself. I didn't know why but I felt like I failed at being a hero. I tryed to act like nothing was wrong I even ended up spending as much time as an alien as I could. I ended up overusing one I called feedback." Ben eyes started to water.

"When I was feedback It was amazing. He would numb the pain an anger. It was.. addicting. But then I lost him to. It felt the same as when I lost you twilight. Like losing a piece of my heart. Only in this case it was literally a villain tearing part of my being away. In the end I couldn't do it anymore. Losing you then losing feedback was to much for me an I took off the watch. I stopped being a hero for 5 years."

The girls all approached him before hugging him tightly. Twilight specific nussled into his chin gently as to not poke him with her horn. He hugged the girls back feeling abit easier. His heart starting to beat faster the longer they held on.

"You'll never lose me again ben. Or any of us." He believed it. These six mares were his world now. Each one a reminder for why he fought. He smiled an closed his eyes. He ended up falling asleep in the embrace of the mares. Twilight giggled. Ben didn't know it yet but these girls were determined to stay with him.

"Psst twilight I have to pee." Pinkie said as she was stuck in the hug pile. Twilight groaned as the girls gently let go an laid him to rest.

Each one of them smiling at their favorite colt.

Author's Note

Sorry I know we all wanna fight sun butt but I just dont think ben would. This is him fully grown hes matured.