Friendship is Ultimate

by Bronyzilla


Chapter 3: 20% more ultimate.

"Rarity!", Twilight Sparkle had screamed as she burst into her friend's fashion boutiqe. There, the unicorn pony named Rarity was with her little sister Sweetie Belle, they were trying to brainstorm ideas for new outfits to sell before Twilight interupted them.

"Oh, Twilight," said Rarity, "I'm a little busy at the moment, so if you could-"

"It's the others!", screamed the frantic purple unicorn, "They've all disapeared! I don't know what to-"

Rarity had put a hoof on Twilight's mouth to try to calm her so she would give a less frantic explanation, "It's ok, just calm down, now dear, tell me what happened."

Twilight let out a long sigh as Rarity removed her hoof from her mouth. She began to explain, "Ok, Spike, Pinkie Pie, Fluttershy, and Rainbow Dash were helping me arrange some returned books in the library, when a portal of some kind showed up, sucked them all up, and then disapeared."

"A portal you say? You're certain?"

"Yes, I saw it with my own two eyes."

Rarity was a bit skeptic of her friend's story. It was one of the strangest things she's ever heard. But Twilight was no liar. Never before in their friendship has she ever lied to her. Rarity would just have to take Twilight's word on this, no matter how strange this sounded, "Have you tried writing to the princess?"

"I can't, Spike was the only one who could send Princess Celestia letters, the only other way would be by mail, but the only mail mare in town is Ditzy, and you know how she is..."

"Why not just take a trip to Canterlot and tell her in person?"

"Do you know how long that would take? We don't have that kind of time! Who knows what could be happening to them!?"

Twilight started to lose it again. Both Rarity and Sweetie Belle were exchanging worried glances. She she let out another breath as she calmed once more. Then she rememberd something, "Hold on, call me crazy, but I could have sworn I saw something on the other side of that portal."

"What was it? What did you see?", asked a now curious Rarity.

It kind of looked like a monkey, but with less hair. There were three of them, and I think one of them was wearing a jacket..."

"Really? What type of jacket was it?"

"Well, it was green and... wait, why is that important?"

"One of my newest clients wanted a jacket, and I can't seem to think of a design for one, so I'm kinda desperate for an idea..."

"Rarity!", Twilight snapped, "We don't have time for that!"

Rarity was a bit surpriesd at Twilight's outburst, but still said, "Sorry, you're right, don't worry, we'll go get Applejack and head back to your library and find a spell to bring them back. If anypony can do this, I know it's you."

Rarity gave her friend a reassuring smile, she couldn't help but smile back, "Alright, first; we need to find out where they wen't!"

Sweetie Belle then jumped in and suggested, "Maybe they wen't to an alternate deminsion?"

"Sweetie Belle please, that's just absurd! I don't think something like that would ever happen!"

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"I don't think this is any better than a car...", stated Fluttershy as they were all flying in Kevin's ship titled "the Rustbucket." Kevin and Gwen were siting up front driving while Spike kept asking Kevin how the ship was able to stay in the air without any magic. Rainbow Dash was in the back pacing back and forth impatiently. Fluttershy was with her, but she mostly just stared out one of the ship's windows. Pinkie was in the middle, cycling through the Ultimatix's many alien forms, asking a slightly annoyed Ben the names of each one, "And that one?"

"Spidermonkey"

"And that one?"

"Upgrade."

"And that one?"

"Fasttrack."

"And that one?"

"Lodestar."

"And that one? Oh wait, I already saw that one! So, how many aliens can you turn into?"

"Around sixty, last time I checked."

"But... the show's called Ben 10! Not Ben around 60!"

"Yeah well... wait, what does that even-"

"Hey!", Pinkie interupted, "Did you know that your aliens have wierd names like some of the ponies back in ponyville? There's Ditzy Doo (but some ponies like to call her Derpy Hooves, because of how wierd her eyes are, but I try not to call her that, she's supposed to have some kind of medical condition or something, so it's not really something to joke about.). Then there's Lyra (or was her name Heartstrings? I can't remember!), she likes to hang around with another pony named Bon-bon (but I think they hang a little bit to much, if you know what I mean.)."

"Are we there yet!?", asked an impatient Rainbow Dash.

These ponies were getting on Kevin's last nerve. He had considered dropping them in the null void and letting them fend for themselves more than once now, especially Pinkie Pie. Lucky for them they were coming on the Forever Knight's location, "Alright, we're coming up on the coordinates Max sent us, get ready Ben"

Ben nodded and ran to the middle of the room. But then Dash stated, "Hey! Take me with you! I can fight!"

Ben looked at her and grinned, "Oh please, you'd just be getting in my way."

This angered Dash, who flew right up to Ben's face and told him, "I'm going, and that's that!"

"Alright, fine. Have it your way."

Dash then turned to her friends and said, "Pinkie! Fluttershy! Come on!"

"Okie dokie lokie!"

"Oh, um, ok..."

When everyone (or everypony) was together, Ben started to dial through his ultimatrix, "Alright, time to go Jetray!" Ben slammed his hand down on the watch and turned into; "BIG CHILL! Oh, now you give me Big chill..." Ben's new apperance was that of a giant, humanoid moth but with a black body with blue and white spots on his body that resembled ice chunks and green eyes. He also had a pair of massive wings wich had folded over his body to resemble a cloak.

Fluttershy had noticed Ben's form had changed. She "Eeep!"ed started to cower behind Pinkie (who thought Ben's new appearnce was awesome). Dash just looked him up and down and said, "Eh, I've seen better. You're going to have to be at least 20% cooler if you're trying to impress me."

Ben looked over at Fluttershy, who was still cowering behind Pinkie, and asked in Big chill's deep and menacing voice, "Are you ok?"

"Who... me? ...I'm... fine...", She shook with fear as she answered Ben's question.

Gwen then spoke up, "Alright Ben, we'll go ahead and drop you guys while me Kevin and Spike will find somewhere to land the ship and catch up."

"Wait... what do you mean drop us?", asked Fluttershy.

Kevin had punched in some buttons and the floor under them had opened up like a trap door, sending them all falling towards the Earth.

"Ha!", exclamined Rainbow Dash towards Ben, "How can you fly without any wings?"

Ben just glanced at her as he opened up his massive wings. As Ben flew away, Dash let out an angry grunt, and chased off after him.

Fluttershy had finally opened her eyes and noticed the ground was getting closer. She panicked and flapped her wings as hard as she could. She stopped falling and floating, thanks to her wings. She then let out a long sigh of relief, until she noticed Pinkie was still falling. Panic mode had turned back on and she flew as fast as she after her pink friend. She was mere seconds away from connecting with the ground before Fluttershy caught her by the tail with her mouth, "Whoo-hoo! Lets do that again!"

Ben was gliding around before he until he saw them: the Forever Knights. They were located in a desert somewhere outside of Bellwood. They has set up a mini lab where they were examining some of the new weapons they had aquired, testing them to make sure they worked. "Where did they get all these weapons?", asked Ben to himself.

His train of thought was interupted by a bright streak of color had zipped past him towards the Forever knights. "Try to keep up!", yelled Dash.

Ben simply just shrugged as he followed her.

The Forever knights are a society bent on eradicating all aliens on Earth, even if it means trading with them to get some of their weapons to use.

One of the nights stopped what he was doing when he noticed Big chill and Rainbow Dash coming straight for them, "Ben 10 and three unidentified aliens! Get them!"

Dash gave the Knight an angry glare and exclaimed, "I'm so sick of everyone around here calling me an alien!"

She charged forward at him with impressive speed, knocking him right on the ground. He didn't get back up (don't worry, he's not dead, I wouldn't do that in a fic about two cartoons, at least not now). Dash turned to the other nights and asked, "Who's next?"

Ben was flying over head, freezing as many forever knights as he could with Big chill's ice breath. He also seemed to keep an eye out for something. "Didn't Grandpa say that Sevenseven was here too?", Ben thought out loud to himself, "Hmph, maybe he took his money and left. Less work for me."

Fluttershy was doing her best to stay out of danger, but still managed to get cornered by a forever knight. He was holding a lazor gun right at her head. "Don't move!", he comanded.

"O-ok...", she complied with a hint of fear in her voice.

"Hi there!", Pinkie greeted the knight as she appeared seemingly out of nowhere on his shoulder.

"What the...!?", he was so surpriesd by her, he fell right on the ground.

Pinkie turned to Fluttershy and asked, "Isn't this fun?"

"You know I don't like to fight Pinkie, this isn't fun for me at all."

"But they go down so easily! Watch!"

The knight was starting to get back up but was stopped when Pinkie had slammed her hoof right down on his face, knocking him out cold, "See? It's like they're from a cartoon or something."

Before Fluttershy could say anything, she began to fell dizzy. A faint headache had started to develope in the back of her head. The world was spinning around her, and for a split second, she could have sworn that Pinkie was on fire...

"Are you ok Fluttershy?"

She snapped out of her dizzy spell to see a concerned looking Pinkie Pie standing in front of her, "Yeah, sorry, I guess I'm a bit out of it right now..."

"Ok, that's good! For a second there I thought you were going to faint! Well, I'm off to go help Dash and Ben. Oh! That reminds me! I was working on a theme song for Ben! 'cause, you know, every superhero has to have a theme song, wanna here what I got so far?"

"Well I-"

"Great! Here goes!", Pinkie cleared her throat before:
"It started when an alien device did what it did,
And stuck itself upon his rist with secrets that it hid,
Now he's got super powers,
He's no ordinary kid,
He's Ben 10!"

"At least, that's what I got so far. So, what do you think?"

"Uh, Pinkie? Pardon me from saying this, but I don't think now's the time for songs."

"Well, I guess you're right, I mean, we could die! Oh well, see ya later!"

Pinkie then hopped off to look for more Knights while Fluttershy went to go look for someplace to hide.




Ben was still flying around when he heard a voice say, "Twitchy twitch! Twitchy twitch!"

He looked down to see Pinkie Pie shaking all over the place. "What?", he had asked her.

"It's my twitch!", she answered, "I do it when something is about to happen! My tail's twitching, that means something is about to fall!"

"Ok, I've seen some wierd stuff before, but that has to be-", but before Ben could finish, a purple armored humunoid-like creature had descended right out of the sky and landed right on top of himand began punching him.

"Sevenseven!?", Ben exclaimed.

"Told ya so!", proclaimed a now gloating Pinkie.

Sevenseven kept up his attack (which mainly involved him holding Ben down and hitting him in the face over and over again). Ben used Big chill's powers to turn intangble, phasing himself out of the bounty hunter's grasp. Sevenseven stopped his attack when he realized he was punching the ground. He got back up and started looking around for his adversary.

"Over here.", and turned to where the voice came from and saw Ben hoovering a few feet away. He moved in the attack but then realized he couldn't move. He looked down and saw his feet had been frozen.

"No need to get cold feet Sevenseven, I'm not going to hit you that hard, at least, I wasn't until you tackled me."

Ben moved in to finish him off but was stopped when the clever bounty hunter took out a lazer gun and shot out one of Ben's wings, sending him to the ground. Sevenseven aimed the gun at his feet, shooting at the ice, thus seting him free.

Ben was able to recover from the lazor he took to the wing. He turned intangble again and flew right through Sevenseven, freezing his whole body solid. This didn't hold him for long, he was able to easily break free of his icy chamber.

"Now that's just rude, when I freeze you, you're supposed to stay frozen, got it?"

Sevenseven ignored Ben's comment and tackled him once mare, aiming his gun at Ben's face. "Great," Ben said sarcasticly, "now we're back to square one."

He was about to shoot, but then he looked to his left, drew back his gun, and ran in the opposite driection.
"Hmph," Ben said as he got back up, "looks like things are finally looking my way!"

Then he turned around, and saw onr of the Forever knight's transport trucks had been flung in the air and was heading straight for him.

"Oh...", he sighed, "I was right, it is one of those nights..."

The slammed right into Ben, seemingly crushing him.

Just then, Kevin and Gwen had arrived on the scene. Spike had volunteered to stay back on the ship to make sure nothing happened to it (but mostly because he noticed Kevin was getting annoyed by his constant questions). Kevin had absorbed the material the truck was made out of, covering his skin in a metal-like armor, enhancing his strenght.

"Uh oh," stated Kevin, "I think I hit Ben when I threw that truck."

"Kevin!", Gwen scolded, "Why would you do that!?"

"I didn't mean too!"

Just then Ben phased his way out from under the truck that had "crushed" him, "Why the heck did you throw that at me!? What if I hadn't turned intangble!? I could've been killed!"

"Don't get on me Tennyson! I didn't expect Sevenseven to move!"

"I was still pinned under him when you threw that truck dummy!"

Their argument was stopped when they heard a 'clunk!' beneath them. They looked down and saw a small ball. It had bright lights coming out of it and was making a beeping noise. They heard several more 'clunk!'s and turned to see they were surrounded ny the little things. Sevenseven was flying up above, dropping them all around.

"Grenades!", Kevin yelled, "Everyone move!"

There was a loud 'boom!' and everyone scattered, except Pinkie Pie, who was marveling at the sight before her, "Wow! Look at all the pretty colors!"

Rainbow Dash saw Pinkie and swooped and grabbed her just before she was caught in the blast, "Forget falling! I want to do that again!"

"That fool!", proclaimed one of the Forever Knights, "He's destroyed nearly half of our supplies! I knew we couldn't trust an alien bounty hunter, he must die!"

Another fellow night walked up and said, "No! We don't have time. We must report this to the Forever King!"

All the Knights ran as fast as they could to their vehicles and drove off.

Ben was a bit dazed after the blast, but shook himself out of it, only to see Sevenseven aiming his gun at him (again).

"How many times are you going to do that?", asked Ben.

The bounty hunter then felt something push his back and he fell face first on the ground.

He looked up and saw Rainbow Dash hovering above him, "That's for trying to blow up my friends!"

"Thanks for the save", thanked Ben.

"Hey! Can't you see I'm sorta busy right now?."

Sevenseven saw that Dash was distracted by Ben, so he messed around in his utility belt until he found what he was looking for; a tazer gun. He took it and shoot the gun's wire right at Rainbow Dash's neck. She let out a cry of pain as she was getting shocked.

She had to land in order to deal with the pain. Fluttershy noticed this and came out of her hiding spot and ran to her friend's side, "Are you ok?"

"I'm fine...", she answered," I just... I just need to... oh man... that really hurt..."

An overwhelming rage had started boil deep within Fluttershy. Her eye pupils seemed to shrink, and her eyes began to become bloodshot. She glared at Sevenseven with a dark look on her face, "You... big... MEANIE!"

Fluttershy flew right up to his face, looking past his helmet, seemingly deep within his sole. Sevenseven tried to fight back, but something about this pony's stare froze his entire body to it's very core.

"How dare you!? She was just trying to stop you! And what do you do!? You hurt her! How would you like it if I did that to one of your friends!? No, you wouldn't, and besides, I wouldn't do that anyways, because I'm not a big fat meanie like you!"

Ben saw Fluttershy's diversion as a chance to attack. Ben then asked a now recovered Rainbow Dash, "Hey Dash! Remember when you said I needed to be 20% cooler? Well watch this!"

Ben tapped the green hour glass symbol (a.k.a. the Ultimatrix symbol) on his chest and changed Big chill's skin from blue to red, also giving a flame like design on his face and wings, "ULTIMATE BIG CHILL!"

"Giving it a color change and putting ultimate in front of it's name dosen't make it any cooler than it already is.", proclaimed an unamused Rainbow Dash.

Ben turned back to Sevenseven and suggested, "Well, then I guess it's time for fire so cold it burns!"

Ben let loose a huge stream of fire out of Big chill's mouth onto Sevenseven, setting him on fire. When the fire settled down, it turned into ice, freezing him once again. This time, he wasn't getting out.

Fluttershy was still staring at him until Dash spoke up, "Uh, Fluttershy? I think you can calm down now."

She snapped out of her rage induced trance so see her friend had placed a hoof on her shoulder,"Huh? Oh... did I do the stare again? I'm sorry..."

"Sorry? That was awesome!"

"Hey!", Ben said as he changed back to human form, "What about me? I'm the one who frooze him!"

"You? If it weren't for Fluttershy, he would still be aiming a gun at your face!"

"I think I hear wedding bells.", proclaimed Kevin.

"Nah, I don't even think cloppers would go that far and ship those two.", said Pinkie.

"Ok, for one; that was a joke, and two; what?"

"None of that matters now, all we need to be worried about is getting answers.", suggested Gwen, "Where did the knights get all these weapons?"

Kevin bent down and picked up one of the few pieces of tech that survived Sevenseven's explosion, the weapons design looked very familiar to him, "Hey Ben, does this look familiar?"

Ben also found something familiar about it, "They look like Upgrade!"

"A Galvanic Mechamorph to be exact, these weapons were made with their DNA, meaning this is Galvin tech."

"A what?", asked a confused Pinkie pie.

"They're a race of aliens created by the Galvin."

"The what?"

"A race of tiny aliens, they made Ben's Ultimatrix."

"Ultiwhat?"

"You're just going to say 'what' to everything I say, aren't you?"

"... what?"

After facepalming, Kevin walked up to Sevenseven and broke enough of the ice to let his head free, "Alright, it's time for some answers, where did the Forever Knights get those weapons?"

The bounty hunter remained silent.

"Don't make me ask again, where did you-"

"Uh, excuse me?"

They both drew their attention towards Fluttershy, "Would you mind telling them where you got those? I mean, if you don't mind..."

Sevenseven, not wanting the stare again, immediatly started talking. He was talking in some sort of jiberish, this was apparently his language.

"What's he saying?, asked Gwen.

Kevin looked back with a worried expression on his face, "He says an Ectonurite sold it to them."






Next time:Giggle at the Ghostfreaks!