Saddle Lake
Ben, Spike, and the girls all made it to where the screaming was coming from, and it was a shock to them as three fillies were surrounded by some weird-looking creature. The first filly was a small earth pony with a pale coat, but with a light grayish olive color, and both her mane and tail were Brilliant Amaranth, her eyes were Brilliant gamboge color, and the bow she wore was colored Light crimson. The Cutie Mark she had on her flank was an Apple on a red, pink, and purple shield. This was Apple Bloom, Applejack's little sister.
The second filly was a Unicorn with a light gray coat, pale eyes, and a light grayish harlequin, and her tail and mane were curly grayish mulberry with pale, light grayish rose streaks. Her Cutie Mark was a star and musical note on a red, pink, and purple shield. This was Sweetie Belle, Rarity’s little sister.
The third and final filly was a Pegasus with a Light brilliant gamboge coat, her eyes were grayish purple, and her mane and tail were moderate cerise color but her name was short as well as her wings. Her Cutie Mark was a lightning bolt inside a red, pink, and purple shield. This was Scootaloo.
Together, these three fillies were known as the Cutie Mark Crusaders, always helping some pony in need of finding their talent, which would grant them a Cutie Mark. At first, these girls formed the group as a way of trying to find their marks, but after many misadventures, these fillies got their marks, but not in the way they expected. Nonetheless, they were happy to help ponies find their own.
Anyways the girls were being cornered by a creature that looked very odd, being that the creature looked like a bear, but it also had a stinger on the bottom and had some insect-like wings as well.
“THE BUGBEAR!!” The girls shouted in unison. Ben however was a tad bit confused, Bugbear? What kind of creature was that? Spike was also thinking the same thing, Twilight told him about taking down a creature called the Bugbear, but he was not expecting it to look like that.
But then Applejack, Rarity, and Rainbow Dash immediately sprinted forward and got in front of the fillies, and stared hard at the beast.
“Stay away from our sisters, you brute!” Rarity shouted at him, but Bubear didn't look intimidated and just snarled at them some more.
“Big sis!” Apple Bloom said with a fearful look.
“Don’t worry girls, we’ll protect you.” Twilight said as the rest of the girls then got into fighting positions. “I don't know who you think you are, but you are going down!” The Bugbear responded by growling at them as his wings sprouted again.
“Hey Ugly!” The bugbear and the others looked at Ben, who stared hard at the beast. “You made two mistakes today. Mistake number one, messing with little kids. Mistake number two, ruining a picnic.” He said as he then raised his left hoof and activated his Omnitrix. “So get ready, because I'm ready to kick some flank!” He said as he then slammed his hoof on the dial and was engulfed in a green light.
When the light vanished, standing in his place was a blue jellyfish-like alien with white swipes on his body that resembled lightning strikes. The main body had three segmented skirt-like parts for its head, chest, and abdomen. He had six long pointed tentacles, his eyes were green, and the Omnitrix dial was on his chest. This was Amphibian, the Omnitirx’s sample of the Amperi race of the planet Tesslos.
“AMPHIBIAN!!” He shouted in a sort of disoriented voice, and Amperi looked at himself for a moment. “Huh, I was kinda going for Stinkfly, but I could work with this.” He said.
The ponies, dragon, and fillies looked with amazement. “Wow!” Spike and Pinkie said with stars in their eyes. The Bugbear glared though and roared and fellow right at it.
Amphibian then used his tentacles to grab hold of the creature and slam him into the ground, causing a small crater. “That's all you got Bug boy?” Amphibian taunted. The Bear however got out of his stupor and growls even more at the creature as he used all his strength to wrestle shi way out of the Amperi's tentacles, but he simply grabbed more of his tentacles and restrained the bear, and despite not having no visible mouth, Amphibian wasn’t amused.
“Wow, you are no match for me…it's pretty boring.” He said as he then shot out a burst of electricity from his tentacles, and it hit the BugBear, making it howl in some pain before finally passing out from the electricity. He didn't die, but the pain was unbearable. Amphibian let go of him and hit the Omnitrix dial on his chest, turning back into Ben.
Everypony there was a bit speechless at what just happened, but the ones more shocked were the Crusaders, but they were immediately star-struck. “Wow!”Apple Bloom said with stars in her eyes as the others approached Ben.
“Ben, that was amazing,” Twilight said with a shocked expression.
“I mean..” Fluttershy said as he looked at the downloaded animal with a solemn look. “Maybe you shouldn't have hurt him that much…”
Ben looked at her. “I was trying to protect the kids, what else was I supposed to do?” He asked.
“Who are you?” Scootaloo asked him.
Ben smiled at them. “Names Ben Tennyson.” He said. “What about you?”
Sweetie Belle smiled as Apple Bloom and Scootaloo stood by her. “I’m Sweetie Belle, the filly to my left is Apple Bloom, and the filly to my right is Scootaloo, and together. We’re the Cutie Mark Crusaders! Ready to find somepony find their talent and their very own Cutie Mark!” She said proudly as the other two stood proud as well.
Ben raised an eyebrow as the other ponies smiled a bit. “Apple Bloom is my little sister,” Applejack said.
“Sweetie Belle is also my little sister.” Rarity said.
“Scootaloo isn’t related to me but I see her as a little sis.” Rainbow Dash said with a smile as he grabbed Scootaloo and noogied her, making the filly laugh a bit.
Ben looked at them and smiled. “That’s cool.” He said with a smile.
“But can we just get back to the actual question?” Apple Bloom asked. “Like how the hay you did that? You turned into that jellyfish thing and took down that Bug Bear with ease!”
Ben looked at Twilight to make sure it was alright and she and the other girls smiled and nodded. “Well girls, you better come back to the picnic….because it's a long story,” Ben said with a smirk on his face.
“Picnic? Yay!” the CMC said in unison, making the boys and older girls laugh a bit and they began to walk.
“So, what were you three doing?” Rarity asked them.
Sweetie Belle looked at her. “We were just relaxing near the pond trying to catch some minnows when all of a sudden the Bug Bear came right out of nowhere and attacked us!” She said,
“Yea, we were just thankful for running into you, otherwise we woulda have been done for!” Apple Bloom said with a frown on her face.
“You don't have to worry, that thing has been knocked out so you girls are safe,” Ben said to them with a smile as they continued to walk back to their picnic.
Unaware though, they were being watched by a certain deranged scientist-turned-pony, Dr. Animo. He witnessed the whole thing and it piqued his interest.
“A Bear with the stinger of a bee? Why didn’t I think of that?” He asked himself as he then waited till the heroes were out of sight before he could go to the bear. When they seemed far enough, Animo finally then went over to the still-downed Bug Bear. “I should bring this thing back with me, the genes of this creature will pique my interest.”
After they got back to their picnic, Ben then began to retell his story to the CMC, and to say they were shocked was an understatement.
“A REAL SUPERHERO!!” They yelled in unison with stars in their eyes. Ben was pretty taken aback by this though.
“Sweetie Belle! Mind your manners!” Rarity scolded her, with the others agreeing.
“We’re sorry sis, but…but…”
“WE HAVE AN ACTUAL SUPERHERO HERE!!” Scootaloo shouted as she then began to scream with joy. This however made most of the others cringe a bit and block their ears with their hooves (or wings in Rainbow Dash and Fluttershy’s case.)
Ben smiled a bit, sure he was used to being famous back in his world, but this felt a bit different for some reason. He then finally placed his hoof on Scootaloo's mouth. “Scootaloo was it? I appreciate the enthusiasm, but stop screaming please.”
Scootaloo then put her hooves to her mouth. “I’m sorry, it's just so exciting!”
“I know!” Apple Bloom said. “I mean sure Twilight, big sis, and the others are famous too, but still.”
“I understand,” Ben said with a grin of his own. “Say Skittles,” He said at Rainbow Dash, who glared at him. “You said you wanted a race, right? Why don't we do it right now?” He said to her, Everybody then looked at the two of them with some nervousness on their faces.
But Rainbow Dash? She simply gave a cocky smirk. “Ha, sure thing, I’ll wipe you in the dirt!” She said to him,
“Oh? How do you know?”
“I know I can easily outrace whatever weird alien thing you got in that fancy watch of yours.” She said to him, but Ben smirked.
“Well then, shall we get started?” He asked.
“WAIT!!” Everybody turned to Pinkie. Who hollered very loudly. “Shouldn't we get more ponies involved? Like watching?” She asked them. “Because it would be so much fun, we can get everypony and they’ll be chanting whoever wins, but then the PEgasi and Wonderolts will be chanting for Rainbow Dash and if she loses, they might give the boot, and then, she will be”
“PINKIE!!” Everypony (sans Ben and RD) shouted at her, which made Pinkie cover her mouth and look sheepish.
“Sorry,” She said with a nervous smile.
This just made Rainbow Dash even more determined to win, was what Pinkie said true? No, she would not let that happen! “Alright, we get everypony here! Even the Wonderbolts! I’ll prove to you all that I am the fastest thing in all of Ponyville!” She said as she then flew away to get ready. This made Twilight sigh a bit.
“Well, so much for our picnic…” She muttered.
(Eyecatch featuring Fluttershy petting an embarrassed Wildmutt)
(Eyecatch featuring Spike walking with the CMC)
Sweet Apple Acres
Everypony has gathered around in a large area in Sweet Apple Acres, many of them anticipating the race between Rainbow Dash and the newest arrival Ben Tennyson.
“This is so exciting!” Said a female unicorn pony with a mint coat, her mane being brilliant cyan with a white streak in it. Her eyes were sunglow, and her cutie mark was a lyre. This was Lyra Heartstrings and she had a look of excitement.
“I know right?” Said an Earth pony next to her. Her coat was a beige color, with her mane and tail being blue with a pink streak in them, her eyes were cerulean, and her cutie mark looked like three pieces of wrapped candy. This was Sweetie Drops, sometimes known as Bon Bon. “Who do you think might win?”
“I don't know, but I'm excited to see what that stallion brings!”
The commentary was held by Spike, who was in a hot air balloon looking down, he was not too far up but not too down either, giving him the perfect view.
“Hello, everypony” Spike's voice came over the microphone. “Today we are here to see the race between Ponyville’s own Rainbow Dash against the newest arrival, Ben Tennyson!” He cheered. “Now the race is going to be very simple, the race will be all around the acres, and the first one to make it back to the finish line is the winner!”
This was met with applause from the others, Rainbow Dash was waving up to them and the other Wonderbolts with a smug look, and Ben was simply looking ahead, wanting to get this over and done with. Ben noticed everypony looking around and cheering for whoever the winner would be.
Now normally Ben would be a bit smug at it, but now…not really. Sure he was smug before, but now, he just wanted to find a way to get on Rainbow Dash’s good side. He was a bit sure as to why she was acting like this.
Flashback/Twilight's Castle
Ben and Twilight were sitting down in the dining room, Spike was someplace else at the time.
“Hey Twilight,” Ben said. “I have a question.”
“Sure, what is it?”
“Rainbow Dash….why does she not like me?” When he asked that, Twilight's face looked into one with a bit of concern. “I mean, I think I can sorta understand, but why?”
Twilight sighed. “Well, it’s not that she hates you, it’s just that…she's always been a bit competitive, and I guess when you mentioned your alien things having speed powers…it’s just…well.”
“I get it now,” Ben said as he sighed a bit. “Well, now I know what I have to do!”
“You mean race her as you said a while ago?”
“Yep!” Ben said with determination. “If I want to get on her good side, and hopefully get her to stop treating me as an inferior, then maybe she will like me.” He sighed again. “I hope.” He said as he then went back to doing his own thing, with Twilight giving him a concerned look.
Present/Sweet Apple Acres
Ben sighed as he then began to think. “Now let me see, I could use XLR8…but then again, if we are flying, I better go with Jetray.” He thought.
DING DING
Ben was interrupted by the bell and he sighed design and went right up to the line, with Rainbow Dash already there. Everypony was all anxious, Twilight and the other girls were the most anxious as well. Ben then looked over at Rainbow Dash.
“Hey,” He said to her, making her face him. “Good luck.”
Rainbow snorted at him. “I won’t need it,” She said smugly at him, making him sigh a bit.
“Alright! Are the racers ready?” Spike asked.
Ben then went through his Omnitrix and slammed the dial, after the green light vanished, standing in his place was Jetray. “Alright, let's do this!” The Aerophibian said.
Everypony in the audience was stunned at seeing hsi transformation, what was this…thing?
“Everypony, do not panic!” Spike said to the ones who were a bit scared. “That is still Ben, and trust us, he is not like any other pony that has been here before.” He said. “I guess you can say that Ben has a few surprises for you all. And this transformation of his? That’s one of them.”
Despite everybody's initial shock, they forgot about it and got back to the race at hand. The PEgasus and Aerophibian got into positions. “Alright everypony!” Spike said. “Ony your mark, get set….GO!”
And just like that, the two flyers took off at super speed, leaving behind some dust that accidentally got onto some of the other pony’s faces.
To call it a race was a bit of a far fetch because the two speedsters were going super fast, all over the acres. They were so fast that some squirrels that were in the trees were hanging onto the branches due to the wind.
Rainbow Dash was glancing over at Jey Ray and glared. “I will not lose!” She thought as she faced on with determination on her face as Jet Ray kept a neutral face on.
“I could easily end this, but I need to remember that I am just doing a clean friendly game.” He said to himself as the two then flew right around all the trees, avoiding the branches and stuff from getting caught up.
“Wow! Both of them are neck in neck!” Spike called out. “But who is going to win as the two are coming back around? After a few minutes, the two were now starting to make their way back and both of them were determined to beat one another. “It’s getting closer! Rainbow and Jetray were both side by side, the finish line was right up at them and the two were going as fast as they could. “Almost there….” So close…so close….so close. And then….
DING DING DING
“BEN TENNYSON IS THE WINNER!!” Spike announced, making everypony gasp a bit, as Rainbow Dash was the fastest thing in Equestria and never expected her to be beaten by a newcomer, but nonetheless. They all cheered for him as the Aerophibian pressed the dial and turned back into Ben, the pony smiling a bit.
“Yea, thanks everybody.” He said with a small smile, he then turned around to see Rainbow Dash, sulking a bit on the ground and he went over to her.
“I hate losing…” she muttered under her breath, feeling ashamed for her loss.
“Hey,” She then looked to see Ben right at her. “Listen, Twilight told me about you, listen, I know you might not be trusting of me, or that you don't like that I am faster than you. But you shouldn't have to worry about what others think about you.” Rainbow looked at him. “Twilight told me about you, she said you are very loyal, and pretty fast like me, and despite that. You care much for your friends and protecting this land.” He then placed his hoof out to her. “Listen, as long as I’m here, we need to work together….what do you say?”
Rainbow looked at his hoof and back at him, seeing the seriousness on his face, she then sighed and used her hoof to shake back. “Ok, and hey…you're a pretty cool dude.”
Ben smiled. “And you're a pretty cool chick.” He said as he and Rainbow smiled and nodded heads, with the others all cheering. But Ben didn't care about winning, he was just happy that he and Rainbow could now get along with each other.
Even though he won, he still couldn't help but feel dread about where his enemies could be….all he could hope for was that they were not far away…
Grogar’s Hideout
All the villains were now all getting ready. With the help of Grogar, Animo got all of his equipment back, plus he was able to get some new stuff as well. Zombozo was now fully supplied with Fear Toxin, all of them strapped around his form and him snickering a bit.
“Ah, it feels good to have this stuff again.” the clown pony said evilly.
Meanwhile, Cozy Glow was admiring Albedo's Omnitrix. “So…do you think you could-”
“If you're asking me to transform for your amusement then the answer is no.” He answered her with annoyance, making the small fill out a bit.
Tirek and Chrysalis were looking around with some intrigue at their fellow villains, but the two they felt a bit intimidated by were Aggregor, Grogar, and Zombozo. Grogar, since he was the real deal and not just Discord in disguise that time, and Aggregor, Tirek, and even Chrysalis could feel the power radiating off of him, trying to backstab him would possibly not work…less they want to be killed themselves, and Zombozo? Did they even need an explanation as to why they felt a bit intimidated by him?
“Everyone, gather around!” Grogar said, making all the villains gather around him. “It’s time for us to strike!” Making everyone in the lair cheer a bit. “Now then, you will be divided into different teams and go off to do your own goals. Tirek and Aggregor! You both are to go into the Dragon Lands, capture as many dragons as you can and bring them back here. I do not care what condition they’re in, but bring them alive!”
Aggregor smirked at that. What type of abilities could he gain from absorbing creatures such as Dragons? It only made him shiver a bit in excitement, and the Osmosian and Centaur nodded their heads.
“Chrysalis and Zombozo! You are to find and gather as many emotions as you can gather for more power, I do not care how you do such things though.” He said to them, Making both villains nod their heads.
“Albedo and Cozy Glow! You are to find and capture the Old Pillars of Equestria, with them here, we shall drain them of all their magic!” He said.
“Oh, I can't wait! I so want to become an Alicorn again!” Cozy said with a grin on her face. Albedo however rolled his eyes.
“Why do I have to get stuck babysitting?” He thought with annoyance. “Especially the horse thing?”
Grogar turned to Animo. “Animo, you do whatever you want to do, but any creatures you find useful, bring them back here! And see what you can do to make them even more ferocious!”
Animo smirked evilly. “My pleasure.
Grogar nodded and smiled at his comrades. “My fellow villains….with our combined power, we shall begin an end to Twilight Sparkle, her friends, Ben Tennyson, and anyone else who gets in our way! And Equestria will be ours, FOREVER!!”
“YEA!!” They all cheered together and gave one big evil laugh.