Far above the skies of a vast desert, a beast floated.
Its appearance resembled that of a gigantic octopus, with tentacles easily longer than its main body idly moving up and down.
This was Diagon, an extra-dimensional demonic entity. It is said to possess power beyond understanding and could be easily mistaken for a godly being by anyone unaware of its true identity.
The massive demon was currently howling with laughter at the being that laid beneath it, barely conscious, in a gigantic crater filled with water.
Said being was the one and only Ben Tennyson, wielder of the Ultimatrix, the most powerful device in the entire universe.
Yet it still wasn't enough to stop him.
Just before Ben slipped into unconsciousness, he heard Diagon speak.
“Now to get rid of you once and for all,” It rumbled, shaking the ground for miles in all directions.
Ben felt his body begin to tingle with the all too familiar feeling of teleportation before he completely blacked out from his exhaustion.
His eyes shot open.
Ben immediately began to cough up the water he had collected in his lungs from landing face first into the river as he pushed himself up to a sitting position, using his left hand to support himself as he coughed violently.
As his coughing subsided, the memories of the events prior to his blackout began to flood his mind. His eyes went wide as he struggled to get to his feet, only to end up falling down again, a sharp pain shooting through his shoulder as he did so.
“What the…” He grunted as he brought his hand up to his face and rubbed his temple, a headache creeping in.
Half a minute passed before he finally regained his bearings, his mind beginning to fill with worry as he recalled what had transpired previously.
“Diagon!” He shouted as his head snapped from side to side frantically. He didn't spot the giant space octopus, however. He spotted something else entirely.
As he took in his surroundings, he found himself near a small, peaceful river. The moon hung high in the air as crickets played their music, and frogs ribbited from across the creek, filling the air with a mixture of soothing night sounds.
Ben blinked a couple of times as he brought his hand up to the side of his head, scratching his brunette colored hair. This certainly wasn't the reservoir he had fallen unconscious in. Did Gwen teleport him out of there before Diagon finished him off?
A sharp pain shot through his head, making him clutch it with both of his hands and grimace in pain. He vaguely remembered the last words spoken by the demon. Something about dealing with him.
Could Diagon be responsible for him ending up here? Why not just kill him?
“Maybe he did… Is this heaven?” Ben asked himself as he lowered his hands slowly, the pain having subsided quickly afterwards.
Hopefully not. If it was, that would mean he really did die... Which is never good for your health.
He sighed and leaned forward, putting his hands in front of him as he got on all fours and brought a knee forward, using it to push himself up and onto his feet.
He wobbled for a second or so, struggling to maintain his balance.
He held his arms out to act as a balancer as he stayed still for a second, his mind spinning as if he was dizzy.
After regaining his senses, his arms returned to his sides as he looked around, observing the area.
Off to the distance, there appeared to be a small, lit up town. He couldn't make out the finer details, but the houses looked a bit more on the medieval side, with figures moving about between the buildings.
He could see no cars on the roads, nor parked anywhere. Either this was a very remote little village, he had been sent back in time, or this was an entirely different world.
Ben wasn't any stranger to traveling to other worlds, but he definitely hoped it was the just a remote village. And he definitely hoped it wasn't time travel. His experiences with that one weren't very pleasant.
He rubbed his temple once more and let out a frustrated sigh. First order of business dictated that he found out where in God's green earth he had been sent to, hopefully not getting involved in any conflicts along the way. Given his track record, however, that might be a bit hard to accomplish.
He lifted his left arm up and looked down at it, his sleeve pulling back slightly to further reveal what was probably the most powerful device on this planet, the Ultimatrix.
His right hand lingered up and activated the dial, causing it to pop up and reveal a holographic projection of an alien. He turned the dial back and forth a few times before settling on a particular one that brought a small smile to his face.
“This seems like a good time to bring up an old favorite,” he said to himself as he pressed the dial down, resulting in the area being covered in a green flash.
It settled shortly after to reveal a tall, semi-armored velociraptor with a long, prehensile black tail. Four blue stripes formed rings around the tail all the way to its tip. His entire body was covered with black skin, the front and back of his torso being an exception, which was a bright green and had the Ultimatrix symbol in the middle.
Beneath his two-toed feet lied silver colored spheres, one under each foot. On each hand, he had three sharp black claws that looked like they could easily slice through numerous tough materials.
To top it all off, his entire head was encompassed by a pitch black elongated helmet, and his blue face possessed green eyes with a black line running from one side of his head to the other.
“XLR8!” he exclaimed in a gravelly voice, a visor falling down from his helmet and covering his face.
Without another word, he sped off into the distance, leaving a blue trail in his wake.
XLR8 came to a sudden stop behind a fairly large building, a small cloud of dust and dirt forming at his feet as he did so.
He blinked a few times at the scene in front of him. His expectations of what he would find had ranged far and wide, but he certainly wasn't expecting… This.
All around the town, there were small ponies walking about, dressed in all sorts of what he assumed to be costumes. The smaller ones, which he quickly concluded were children, carried bags of various shapes and sizes.
“Did I just stumble into a horse town celebrating Halloween early?” he thought as his eyes lingered from building to building, taking note of the Halloween-style decorations that dotted the surfaces.
As he watched on, he came to the conclusion that this was definitely not Earth. Not his Earth, anyway. Everything from the plants to the occasional animal he’d seen had pointed to Earth flora and fauna, but he was fairly sure there were no brightly colored pony towns anywhere.
“Of all the planets I could have been sent to, why did it have to be the one with the girly ponies?” he groaned as he stopped peeking the corner and leaned his back against the wall.
“Either way, I need to find out more about this place… Maybe they know what aliens are? They don't look all that advanced,” he thought to himself as he peeked around the corner again, observing the ponies going about their business.
“I need to scan one of those guys so I don't attract unwanted attention, but how would I go about doing that…” XLR8 wondered as he thought. Then, a sudden idea came to him.
He'd seen one of those ponies near the outskirts of the town while he was making his way to where he currently was. Perhaps he could go back and let the Ultimatrix scan one of them? He didn't want to scare any of them, but it wasn't going to harm them.
He made up his mind shortly afterwards when he couldn’t think of anything better. He shook his head and closed his visor before speeding off the way he came, leaving a trail of dust in his wake.
What would have normally taken him easily fifteen minutes to walk as a human, XLR8 did in under eight seconds. He now stood outside of a small cottage that seemed far enough away from the village to not draw any attention. Now all he had to do was knock and hope someone was home.
He tapped the Ultimatrix symbol on his chest, and in a flash of green light, he transformed back to Ben.
Ben knocked on the wooden door a few times. He hoped whoever was behind that door didn't freak out, it would just complicate things.
“O-Oh! I d-didn't expect visitors so soon. Coming!” He heard a soft female voice come through the door, along with the sound of hooves hitting wood. It confused him for a second before he remembered that they were basically miniature horses, it would make sense for them to have hooves.
He waited a few seconds and braced himself as the door opened rather suddenly, revealing a small, yellow pony that barely made it up to his chest. She had a light pink mane and tail, along with teal eyes, and what looked like three butterflies tattooed on her hip.
She stared up at him with wide eyes and a bag of candy in her mouth, completely taken aback by his sudden appearance. Before either of them could say anything, however, the Ultimatrix interrupted them.
“Uncatalogued DNA detected.” A synthesized female voice came from the Ultimatrix. The device itself turned yellow as an equally yellow beam shot from it, scanning over the pony a few times before it stopped and returned to normal.
“Unknown DNA sample acquired, scan complete.” Ben looked down at the Ultimatrix for a second before looking back at the pony, who had backpedaled away from him as she visibly trembled.
Before he could say anything, the door was slammed shut on him, leaving him alone with his thoughts.
The pony was clearly scared of him. Not that he would do harm, but he still felt a tad bad about it.
“At least I got myself a new alien,” Ben said out loud as a smile formed on his face. He took a few steps away from the door before turning around and beginning to walk away, his left arm raised as he messed with the Ultimatrix to find the newly unlocked alien.
He finally found the green silhouette of the alien he has just scanned after a few more seconds of tinkering. With a grin, he slapped the dial down with his right hand, engulfing the area in a green flash.
It faded quickly to reveal a tall stallion, easily twice the size of the yellow pony. He had a green coat, with a jet black mane and tail. The former made it all the way to his shoulders and seemed to flow nicely with the wind. The tail was no different. It was long enough to the point where it almost touched the ground.
He had brown eyes to complement the hair, along with a pair of tall wings that rested neatly on his back. The hourglass-shaped intergalactic peace sign symbol rested on his flanks for the last touch. The Ultimatrix itself was on his chest.
“Whoa… This feels cool!” He looked back at his wings and extended them with a smirk. “Another flier? Let's see if it can beat Jetray!” With that, he crouched down and thrust himself upward, taking him into the air.
The Ultimatrix, along with allowing its user to transform into different sapient species, also turned said transformations into the prime example of each of their respective species, along with giving its user what can be summed up as an instant manual of the transformation, which let them learn the controls of each one within seconds. It was quite a handy thing to have when changing into a completely new alien, and Ben didn't think he had thanked Azmuth for adding such a feature.
As he flew back towards the town, he couldn't help but think about the new name for this guy. Skyfire? Nah, too unoriginal. Pegafast maybe? If it lived up to the name, it could be an option.
He shook his head and focused back on flying. He could name the new aliens he unlocked here later. First, he had to find out some info before he did anything else. He'd learned the hard way that rushing in without knowing what you're getting into ended up with him getting into sticky situations.
Snapping out of his thoughts, he noticed that he was already near the town. It surprised him a bit at how fast he had gotten there. It almost rivaled XLR8, and he wasn't pushing it that much. This could definitely be one of his go-to speedsters from now on.
He slowed himself down and landed right in the middle of a road. There were a few ponies minding their own business around him, they didn't seem to suspect him at all, which was a good thing.
He may not be in a costume, but he doubted it mattered as he began walking down the road. It got bigger and bigger as he walked and he started getting a few stares from nearby mares, but he mostly ignored them. He got stared at by dozens of people every day, he was used to it.
He reached what he assumed to be a town center in under a minute of walking. The place was filled with numerous games with dozens of ponies walking around, either mingling or participating in the activities.
“Is there a library around here or something?” He looked around a few times to see if he could spot any buildings that might be identified as a library. The only building he saw worth visiting was right in the middle of the place, and there was a sea of ponies between him and it.
He settled on asking a random bystander for directions instead. Less of a hassle that way.
He glanced to the side and spotted a mare near a few stalls that seemed to be selling fruits, of all things. He frowned a bit. Who sells fruits on the local equivalent of Halloween? Such a crime surely does not go unpunished.
Without a second thought, he turned his full attention to the pony he had spotted and went over to her. She didn't seem to notice him until the last moment when she turned around and walked forward, almost colliding with Ben.
“Oh! Pardon me. I didn't see you there,” the mare said sheepishly. She had a lavender coat, along with a mane that seemed to have various shades of purple and pink running down its length in stripes. The same could be said for her tail. He couldn't see if she had the same mark the other ponies seemed to have on their butts, though. It was hidden by a ridiculous looking costume. Was she supposed to be a wizard or something?
“Uh, yeah. Actually, I was wondering if there was a library nearby. I'm sort of… ‘new’ to this place,” Ben asked, unintentionally putting a slight emphasis on the word new.
At this, the pony seemed to brighten up. “Oh, of course! In fact, I run and live in the Ponyville library! I can lead you there if you’d like!” She seemed a bit too enthusiastic about a library. And… Wait.
“Ponyville? That's… so stupid, and funny at the same time.” He had to stop himself from snickering, so he did so with a forced smile. “Er… sure. That sounds great.” The mare smiled and clapped her hooves together.
“Follow me!” She gestured for him to follow her as she turned the opposite direction, away from the large crowd of ponies.
Just as she did so, he noticed a small, reptile-like creature riding on her back. It seemed to be asleep, and it was clutching a large bag of candy in its talons.
Ben decided to question it later as he followed the lavender pony through a few streets for a minute or so. The town seemed pretty lively, too. There was not one street where he didn't see one or more ponies doing whatever horsie stuff they did when he wasn't looking.
The trio arrived at the library soon after, with the mare turning around to face him as they slowed to a stop in front of a large, hollowed out tree. Before she could speak, however, Ben interrupted her.
“Sorry, I didn't get your name,” he started.
“Oh! Sorry. My name is Twilight Sparkle, and the little dragon on my back is Spike. Speaking of which…” she trailed off as she glanced at the being on her back. She rolled her eyes as the now identified Spike was surrounded by a purple aura, which startled him into waking up.
“Ugh… Uh... Huh? I'm up! I'm up!” he yelled as he scrambled to his feet after being put down. Ben did a double take at this. Where did that purple glow around him go? And where did it come from? It looked like mana. Could it have been Twilight? His current form couldn't do that, as far as he was aware. Then again, he did notice the distinct lack of wings on her sides. Was there a subspecies thing going on here? And did she call Spike a dragon?
Before he could speculate any further, Twilight interrupted his train of thought.
“What's your name?” she asked innocently with a smile as she turned her head back to look at him.
“Oh shit, uh… Quick Ben, think of something!” He forced a smile yet again as a small bead of sweat ran down his forehead.
He glanced around a few times, spotting a pony with a black suit on pushing a dark cloud around.
“Um… Clou..” He did another glance, this time managing to spot nothing that catches his eye.
“My name is… Clouden Dark?” Ben finally answered.
Twilight only smiled and nodded.
“Well, Clouden, follow me in and help yourself to any book you like, we're open until three!” She didn't seem to mind his terrible made-up name, which he was thankful for, as she opened the door with her hoof and stepped inside, Ben and Spike following in shortly after.
“We need to be going, but try not to make a mess. I don't think Spike will be in the cleaning mood any time soon with all the candy he's eaten.” Twilight giggled as she looked down at Spike, who was groaning and rubbing his stomach in pain.
“Ugh… Actually Twilight, I'll just… stay here for a while,” Spike mumbled as he made his way up the stairs, clutching his stomach with one hand and the candy bag with the other.
“Suit yourself. I'll be back by two,” Twilight called out to Spike as she stepped outside and closed the door behind her, leaving Ben alone in the library.
Ben looked towards both the front door and the stairs for a moment, before shrugging and turning to face the shelves full of books.
“I was never one for reading, but Brainstorm is!” Ben brought his hoof to the symbol on his chest but stopped just shy of hitting it. He took a quick glance to the upstairs before turning his attention back to the books.
“I hope he doesn't decide to come down anytime soon…” he whispered as he hit the Ultimatrix symbol, resulting in a bright green flash.
It faded soon after to reveal a giant, crab-like being with pincers at the end of each arm and six legs. Its head was considerably larger than most of its body, which was orange-red in color.
It wore a grey and black belt near its midsection, around where its neck might be, with the Ultimatrix in the middle.
“Brain…!” He stopped himself after he quickly remembered that he wasn't alone in the library.
“Ahem… Brainstorm,” he whispered as his pincers opened and closed, producing the iconic ‘clack’ sound most crabs were famous for.
Brainstorm wasted no time in getting to work. Two plates on his skull opened up as his entire brain seemed to glow yellow. Dozens of books from the shelves levitated over to him and began circling him as they all opened and he began to read through all of them.
“Hm. Another written language despite the striking similarities to English? Most peculiar. However, this is of no hindrance to me. I shall have this solved in no time,” Brainstorm stated as his hyper-intelligent mind began to quickly translate the text.
His eyes scanned the pages in milliseconds as the books flew by. By human standards, it was almost impossible to keep track of everything at once, let alone translate and understand all of it. But of course, Brainstorm was no human, he was a Cerebrocrustacean, debatably the most intelligent species in the universe. But don't let a Galvan hear you say that.
Meanwhile, Spike was having a not so good time upstairs. He had even forgotten they had a visitor as he laid in his bed and clutched his stomach in pain, groaning every minute or so.
“Why… why me…” He grimaced as he rolled to the side, regretting the day he ever decided to go out on Nightmare Night.
No less than five minutes later, Brainstorm had finished reading the entirety of the library after translating the text at roughly the two-minute mark.
“Hm. Beings that could move celestial objects? Unlikely. But not impossible. Several species have shown such prowess. Anodites and Celestialsapiens do come to mind. This planet has shown remarkable mana potential as well if such tales are to be believed. However, the functions of such a system would make other planetary orbits…” Brainstorm continued to ramble as he scanned over the books he had previously written, completely disregarding the possibility of being caught.
As the Cerebrocrustacean continued to talk to himself, Spike’s stomach ache had largely subsided after a rather painful trip to the bathroom. He opened the door to Twilight’s room and stepped outside, closing the door behind him. He had gotten rid of his costume before going to the bathroom, he was definitely calling it quits for the night. And no more candy either, lest he suffers further.
He scratched the base of his tail lazily as he headed towards the stairs and began to walk down to the first floor, expecting to either find the stallion reading a book or nopony at all.
What he did not expect, however, was the gigantic crab in the middle of the room.
Spike blinked once.
Twice.
Then he let out a very girlish scream and ran back up the stairs, almost tripping over as he clawed at the wood after the near fall experience and bolting away from the monstrosity he had just seen.
Brainstorm quickly glanced at the direction of the dragon as soon as he heard the scream, sighing as he levitated all the books back in place before tapping the hourglass symbol on his belt, transforming back to Ben.
“I think the cat's out of the bag now.” He shook his head at his recklessness and folded his arms across his chest. “Better go talk to him and try to settle this before things just get worse,” he stated as he walked over to the flight of wooden stairs. It amazed him that this tree seemed to be in such good condition after being carved from the inside out, but he didn't know much about how they worked, so he shrugged it off.
“Hey, are you okay? I just want to talk, promise!” Ben called out for him as he took a few steps up the stairs, stopping halfway up.
Spike peeked around the corner and looked his direction, his expression of fear quickly changing to one of confusion.
“Wha… Who are you?! And how did you… Is that crab thing still down there?!” he yelled as he shook slightly. Seeing Brainstorm really must have startled him. God knows what might happen if he was Ghostfreak.
“My name's Ben. Ben Tennyson. And the ‘crab thing’ you just saw was me, technically.” Ben responded as he puffed his chest out slightly in pride. He had only saved the Universe like, five times already.
“Ben? That's… and did you say that was you? But… how?” Spike grew even more confused as he stepped out into the open, still a bit nervous.
“Come down and I'll show you. It's… A bit complicated,” he replied as he backtracked down the stairs and walked over to the center, waiting for Spike to come down, which he did after a minute or so.
Spike carefully walked down the stairs as his eyes locked on the being in the room. He had never really seen anything like him, except maybe those weird test dummies that seemed to have a similar shape to him.
“So, uh… Ben. You said you were the crab,” Spike began as he nervously rubbed his hands together. He didn't want to be alone here with a potentially dangerous pony... Or whatever he was. Not that he couldn't take him, it's just that… he really didn't want to clean up the mess afterwards.
Ben nodded. “Yep. It's one of my more intelligent transformations. I used it to read the books.” He pointed behind him at the bookshelves.
“Transformations? You can do magic? And what about that stallion that was here a few minutes ago?” Spike had finally reached the bottom of the stairs, but he still maintained a good distance away from Ben.
“I can't do magic, although that'd be awesome if I could. And that ‘stallion’ was me if you didn't guess already,” he explained as he looked around and took a seat on the floor.
“You can't do magic? But how the hay did you transform then?” Spike was getting even more confused by this point. How could anypony transform into something completely different without using magic?
Ben looked down at his left arm before lifting it up, revealing the Ultimatrix to Spike as his sleeve was pulled back a tad.
“This is how. Don't question me about how it does it, because I have no idea. All I know is that it has samples of DNA inside of it, I think, that allows me to transform into all sorts of cool aliens. It's pretty neat,” he explained as he leaned back and used his right hand to keep himself from falling back.
“Whoa… did you say, aliens?! And I don't know what Dee and A is, but that's so cool! Twilight told me they didn't exist, but who's laughing now? I sure am!” Spike fist-pumped as he did a little victory dance. It got a chuckle out of Ben as the watched the little dragon transition from suspicion and fear to laughter.
“I know right? I'm kind of this big celebrity back home because I use it to save the world, and sometimes the universe. And that's only half of it. This one time I-” Ben began as he raised his finger before he was rudely interrupted by loud thunder that seemed to suddenly settle over the town.
He waited a couple of seconds for it to go away before he resumed his tale. “Er… this one time I saved the universe from a bunch of genocidal aliens by curing then with the Ultimatrix, which is the thing on my wrist.”
Spike drew closer in and sat down a few feet away from him. “Really? That's just like in my comic book! There's a bunch of giant genocidal robots that want to kill everyone and Commander Lightning has to gather everyone in the galaxy to fight them!”
Before they could continue talking, a soft-spoken female voice interrupted them.
“Uncatalogued DNA detected.” A beam of yellow light shot from the Ultimatrix and scanned over Spike a few times, startling him.
“Unknown DNA sample acquired, scan complete.” The beam stopped a second before the Ultimatrix itself changed from yellow back to green.
Ben lifted his left arm up and grinned. “I got a dragon transformation now? Swe-e-et!” He activated the dial and began turning it to the side a few times, looking for the new alien.
Spike, having snapped out of it, looked at him in wonder. “You can transform into a dragon? That is… So cool! Is it full grown one too?!”
“Probably. Are they big?” Ben asked, not taking his eyes away from the Ultimatrix.
“Pfft. They're really big! Like, a three-story house big! Size varies a lot of the time though,” Ben was just about to slam the dial down before he heard Spike’s comment, making him lower his arm.
“Maybe that wouldn't be a good idea if they're that big. But if they are, it could wrestle with Humungosaur over the goto strongest alien, if it's the heavy hitter I think it is,” Ben thought to himself as he deactivated the Ultimatrix.
Spike was about to say something before the door suddenly flew open and two ponies, one which was Twilight and the other one was…
Really cool looking, actually. Her mane and tail looked like the night sky as they floated around as if there was a constant breeze. Her coat was a midnight blue, and she had a stunning pair of teal eyes.
On her flank was what looked like a crescent moon, with a pair of large folded wings further up, along with a long, sharp looking horn resting on her head.
She wore a crown, a chest piece, and what looked like silver shoes for her hooves. Ben guessed she was someone important, maybe royalty?
“Spike, I'm..!” Twilight began, but as soon as she spotted the two of them, the words died in her mouth.
“Uh oh,” was all that came to Ben’s mind as he reached for the Ultimatrix, not wanting to take any chances with the suddenly scary looking horse lady that seemed to be glaring at him with a mixture of curiosity and caution.
“Oh, hey Twilight! This is Ben. He says he's a superhero that's saved the world like, a dozen times already! And he's an alien too! I told you they were real!” Spike said as he jumped to his feet and pointed at Ben, who was starting to get nervous.
Meanwhile, as for Ben, he was an inch away from activating the Ultimatrix and getting the fuck out of dodge. But instead, he decided to try and use words first. Shocking isn't it.
“Uh… Hi?”