Ben 10 Ultimate Pony!

by Kaliann25


Aliens kick the God of Chaos’ butt!

Aliens kick the God of Chaos’ butt!

It was Wednesday morning, the time when young colts and fillies are taken to school. Some accompanied by their parents, other by their older siblings. Apple Bloom joined her friends Sweetie Belle, Scootaloo and Twist. The four friends were about to get into the school when suddenly a scandal caught their attention. Both from them and from Miss Cheerilee.

“For God’s sake auntie, first of all I go to high school! And second, I am on vacation! Why the hell I have to go to school?” complained Ben as Pinkie pushed him to the schoolhouse.

Everypony just stared at the scene in silence, and they burst into laughter. Ben suddenly stopped struggling as his face went red. Paradox would pay for this, one way or the other.

Pinkie Pie smiled apologetically to Ben. “You have to understand Ben! I have to take care of you, but I can’t just leave my job. And what kind of aunt I would be if I let you sleep the whole day? What would my dear sister say? But no worries! I know you are a teenager and go to high school and everything, but I am sure Cheerilee can think on something to keep you busy all day!”

Ben groaned in annoyance as the pink pony went to speak with the teacher.

“Cheerilee! Sorry to bother but I need to keep Ben busy as I work! Do you have something he can do while he’s here? Because he is right, he goes to high school, and he may not feel comfortable but I can’t just let him stay in bed all morning!”

Cheerilee considered the situation for about half of a minute and then smiled brightly. “I know! Ben would you like to be my assistant for the day?”

“That doesn’t sound too bad, does it Ben?” asked Pinkie Pie.

“Yeah, I guess so!” sighed Ben.

“Thanks a lot, Cheerilee!” jumped Pinkie Pie. “I’ll be waiting for you at home. Happy school!”

Ben could feel how every ounce of his dignity was ripped from him as the ponies who witnessed the whole scene still chuckled at Pinkie Pie’s latest comment. And to make things worse he barely had any sleep thanks to Pinkie’s insistence in having a sleepover. Somehow, she managed to sleep only for three hours and managed to wake up without a problem. With her unlimited energy and the ability to materialize a mini party out of thin air made Ben consider the possibility of having the Ultimatrix scan her DNA.

“Ben!” called Cheerilee snapping him out of his daydream.

“Yes?”

“As I told your aunt, I would gladly appreciate if you can keep an eye on the kids when I have to exit the classroom to get materials, and such. Or you can get the materials for me! Don’t worry, I will try to make you feel as comfortable as possible!”

Ben thanked her happily. “I really appreciate it!”

Then the teacher turned to her students. “Okay kids you heard us! I’m your everypony have already heard about Pinkie Pie’s nephew, Ben. He would be my right-hoof during the time he is with us. He’ll make sure everypony behaves, understood?”

“Yes Miss Cheerilee!” said the kids in unison.

Resigning to his fate, Ben followed the young ponies when school started. As the day passed, he helped Cheerilee around like keeping an eye for the foals cheating during a test, going to the shed at the other side of the playground to get some materials for Cheerilee.

In the end it wasn’t so bad of a day.

At recess, the teacher called Ben.

“Hey Ben, can you do me a favor?” asked the teacher.

“What is it boss?” asked Ben in a good mood.

“I wouldn’t bother you if it wasn’t urgent. I have to do a quick errand at the bank and would not have time to do it after class, I was planning to send the kids home early again, but now that you’re here… you know how it is. Can you watch them during recess, please?”

“Of course!”

The teacher sighed relieved and galloped to the bank, but stopped before she made it out of the playground, she turned to Ben. “Oh by the way, if this errand takes longer than usual we have P.E. after recess, so have them do a physical activity please!”

“Sure thing, Miss Cheerilee!”

“You’re a life saver Ben!”

Ben watched her disappear at distance and he sat on a bench and opened the lunchbox his aunt made for him. He sighed, he had cupcakes for lunch.

“Great!” he complained.

“Hey what is it! You don’t like cupcakes?” asked Scootaloo approaching to him.

Ben rolled his eyes. “Is not that I don’t like it! But I’ve been staying at aunt Pinkie’s for two days already and I am already sick of cupcakes! Want some?”

Scootaloo cheered at the offer and accepted the cupcakes. She then opened her own lunchbox and offered her sandwich to Ben. “Here, you can have my lunch! I hope you like lilies!”

Ben happily accepted the sandwich and began to eat it happily. A lily sandwich may sound weird but after spending an entire summer at Grandpa Max’s camper he got used to try almost anything. And lilies weren’t so bad on his new form.

Recess went as normal as expected. He had to intervene a couple of times to break a fight between foals but nothing out of the ordinary. And, as expected from a bank errand, Cheerilee was not able to make it in time before the bell rang announcing the end of recess.

“Hey everyopony!” called Ben.

The kids approached as he raised a hoof. “Miss Cheerilee is busy right now, but she asked me to take over for P.E.! So, we’re going to have a soccer match!”

“What’s soccer?” asked Feather Weight.

Ben explained the basic rules, and after dividing the teams, they started to play soccer having a really good time. Cheerilee arrived right before P.E. ended and Rumble scored the winning goal against Scootaloo’s team.

“Great job Ben! Thank you for doing this for me!”

“It was my pleasure, Miss Cheerilee!” said Ben. “I just happen to love soccer. I am the goalkeeper at my school team.”

“I mean during the whole day Ben! You are good with kids, and I would really appreciate it if you can make it tomorrow as well.”

Ben shrugged. “I wouldn’t mind. I just hope my aunt was more discreet when she dragged me here!”

Cheerilee nodded in understanding. “I know what you mean. She is special at her own way, but she is a very nice pony. Besides she is family. Right?”

“Right!” agreed Ben as he was laughing on the inside.

“By the way, do you think you would be around on Friday?” asked Cheerilee.

“Huh… I think I will, why?”

“That’s great news! You see, we have a field trip programmed this Friday, and I always have some problems watching over the kids whenever we go out. We’re going to Canterlot’s statue garden. Do you think your aunt would give you permission?”

“I don’t see why not! Anyway, I would be happy to help. I had a pretty good time despite everything!”

Miss Cheerilee smiled. “I’m glad! See you tomorrow, Ben Pie!”

Ben sighed at the name the teacher gave him and went back home. A few ponies chuckled at him, apparently the story of how Pinkie Pie literally dragged him to school had spread like wildfire, annoying Ben. This is not the type of fame I am used to!

He arrived to Sugar Cuber Corner. where he was received by a very happy Pinkie Pie.

“Hey Ben, glad you’re back! How was your day?”

“Not as bad as I thought it would.” admitted Ben. “Miss Cheerilee is nice and I had a pretty good time being her assistant. She even asked me to give her a hoof during her field trip next Friday.”

“Oh really? That’s great! I’m so proud of you Ben!”

Ben nodded and yawned. “Thank you! now if you excuse me, I really need a nap!”

“Sweet dreams Ben!” said Pinkie waving a hoof at him as he went upstairs to her apartment.

Thursday was just like Wednesday, with Ben working as Cheerilee’s assistant during the whole day. And then, on Friday, Ben went to the train station instead of the schoolhouse. Pulling a cart full of cupcakes since his ‘aunt’ have insisted in giving him enough cupcakes to share with the children of Ponyville as they arrived to the world-famous statue garden at Canterlot. Ben happily gave away all the cupcakes, and he also managed to trade some for regular sandwiches.

The field trip was regular. They were just looking at the several representations of the creatures of Equestria and Ben had to admit it was some valuable information. Maybe Paradox’s mission was to get the DNA from at least one of them?

And then he noticed one of the weirdest creatures he had ever seen. It was a creature who looked like a mixture of several creatures in the land. It had a goat head, a pegasus wing, a bat wing, a lion paw and all kinds of things.

Ben was taken aback by the strange creature. He was so fascinated about the creaturehe die not noticed that Sweetie Belle, Apple Bloom and Scootaloo were having a heated discussion about what that thing was. A fight that he had to break and then Cheerilee punished the girls with writing an essay about what disharmony means.

The whole group was about to leave when out of sudden, the Ultimatrix started beeping.

“Hey Ben, what’s happening with your watch?” asked Sweetie Belle.

Ben examined the Ultimatrix and frowned. “I don’t know… I think it is an alarm clock I forgot I programmed. Nothing to worry about.”

Then out of sudden, the watch spoke. “Unknown DNA detected.”

“Did that thing spoke?” asked a gray filly called Silver Spoon.

“Yeah, sometimes it does that. I have to have it fixed as soon as I’m back home.” said Ben urging the foals to hurry as he glanced at the statue. Why did it caused a reaction from the Ultimatrix?


When the group of foals and their two chaperons finally walked away, the statue decided it was time to stretch out. Several cracks appeared all over until the monster got free from its prison and looked around. He groaned, after thousands of years his muscles were extremely rigid and numb.

“Look at that castle! Uf, even after so many years the Princesses’ taste never changes!”

He created a notebook out of thin air and started to check. “Let’s see. Breaking free, check; take the damn elements and put them away, uncheck; cause chaos, uncheck! Okay let’s get this party started.”


At the next day Ben woke up because a strange, sweet smell floating on the air. He groaned as he went to the bathroom to wash his face.

“Hey auntie, what are you baking?”

Pinkie was jumping in front of the of the window.

“Ben, Ben! I’m glad you’re up! Look, it is a miracle! The world have turned into the sweets paradise! Let’s go outside, it’s raining chocolate milk!”

“What?” asked Ben.

Pinkie Pie had run downstairs already. Still confused, Ben looked through the window. There were several pink clouds pouring a brown liquid all over town. He pulled a hoof out of the window to catch some of the liquid. He tasted the liquid and realized it was chocolate milk, just as Pinkie Pie have said.

“This is not right.” said Ben with a frown.

Now fully alert, Ben started to walk around the town trying to find out what was going on. But all he could see were more clouds, or ponies acting crazy. Ponies who were acting like chickens, some of them walking on their heads, etc. He even noticed that some buildings floating around.

“So, this is when the real mission starts!” said Ben with a grin.

He was about to activate the Ultimatrix when he saw his ‘aunt’ and he friends running to a chariot pulled by pegasi in a golden armor.

“Aunt Pinkie Pie, what’s going on?” asked Ben.

“Ben!” cheered Pinkie. “It seems that something really bad is going on and Princess Celestia herself invited us over to the castle to help!”

“I’m going with you!” said Ben.

Twilight Sparkle, he lavender unicorn, stopped him. “Ben, no! This can be dangerous. I need you to stay with the girls and take care of them. Can you do that, please?”

“What? But…”

He noticed the three girls he played with at the party, Apple Bloom, Sweetie Belle and Scootaloo.

“So, stay with them?”

Twilight nodded. “You’re good with children, please keep them safe. We would be back in no time, but we don’t know what we are against. So please hide on the library with Spike!”

With that the girls jumped on the chariot and flew over to Canterlot. Ben watched them go and then took the girls to the library where they were greeted by Spike.

“I’m glad you four are okay! Come on, let’s hide from chaos here!”

“Spike, what’s going on?” asked Apple Bloom.

He shook his head. “I don’t know, girls. But Twilight said she would take care of this so we have to trust her!”

The dragon smiled; he trusted his big sister. Ben had to admit it was cute Spike had so much faith in Twilight. But they may need something an extra hoof. Or claw, or fin, or whatever appendixes his aliens had.

The boy was frowning thoughtful.

“Ben?” asked Scootaloo.

He looked at the three fillies and the dragon. “I’m sorry girls, but I don’t think Aunt Pinkie Pie and the others can handle this on their own. I have to intervene before things go wrong.”

“Take it easy, Ben! There’s nothing that Twilight and the others can’t handle!” assured Spike.

But the teenage colt had made up his mind. he turned to the dragon as he looked for the right alien on the Ultimatrix. “Spike you and the girls stay here. It’s hero time!”

“Hey, why don’t we play ‘cops and aliens’ again?” suggested Sweetie Belle. “I know you’re worried but is like Spike said. You can trust my sister and the others!”

“I am sorry girls, but this is no game, it’s hero time!” said Ben as he pressed the button on the Ultimatrix.

A green flash of light blinded everypony, and when they vision cleared they saw that Ben was replaced by a red stingray with black and yellow fins with green eyes. The Ultimatrix logo was right on its chest.

“Ben?” asked Apple Bloom.

The being nodded. “Yes, but in this form my name is, JET-RAY! Now open the door!”

Spike obeyed, and Ben flew across Ponyville to the direction he saw the chariot went to.

After staring in awe along with the fillies, Spike shook his head and went to the pantry.

“What are you doing?” asked Scootaloo,

“Making popcorn! I have a feeling this is going to get good!”

It had been a very strange day for the six friends. The day started of really weird, and then they were summoned to Canterlot where they found out the culprit was an old enemy of Princess Celestia. Discord, spirit of Disharmony and Chaos. The ancient creature had come back to take over Equestria. And to make it worse he have hidden the Elements of Harmony so they couldn’t defeat him, and hidden them inside a maze he have created with his power. He even took their horns and wings, so they have no choice but go through the maze by hoof.

But Twilight was confident they would be victorious.

“Okay girls! Let’s do this and we will save the day! Remember that we can do everything as long as we stick together!”

Discord smirked at the girls’ stupidity, when out of sudden a shadow flew over them. They all looked up and gasped in horror.

A giant red stingray had come out nowhere and was flying in circles above them.

“What kind of trick is this, Discord?” demanded to know Twilight.

But Discord was surprised as they were. Then, the monster landed right before Discord staring at him with its green eyes.

“Hey ugly! I bet you’re the one causing all this trouble!” said the stingray with a high-pitched voice.

Discord shook his head in confusion. “Ehem, yeah. Discord spirit of Chaos. Who are you supposed to be?”

“I’m the one who is going to kick your ass!”

“Oh my! And how do you plan to do it?”

The stingray smirked and aimed its tail toward Discord. Before the creature could ask what was going on, it started to shoot green lasers to him, forcing Discord to start dodging the attacks.

The six ponies looked at the fight in disbelief, but they knew they had to take their chance now that they could.

“Come on girls! Let’s get our elements now that he is distracted!”

The six ponies then ran into the maze making Discord groan in frustration. He was supposed to trick them into forgetting their friendship and weaken the Elements of Harmony. But now he had to defend himself from this monster.

Suddenly, the strange creature landed before them.

“What are you doing? Aren’t you suppose to fight that creature too?”

“What if we do?” asked Rainbow Dash. “We don’t need your help, leave us alone!”

“Yes Rainbow Dash, you tell him!” said Discord from above.

The girls looked up to Discord and then back to Jet-Ray. But then Pinkie Pie recognized the Ultimatrix logo on his chest.

“It’s okay girls, we can trust him!” assured the pink pony. “We’re looking for the Elements of Harmony! Discord have hidden them inside this maze so we can’t use them against him because they are our only hope!”

“Pinkie Pie, do ya’ know that thin’?” asked Applejack.

“Yes, I do! And believe me, it’s on our side!” assured Pinkie turning back to the creature. “So please, can you help us?”

“Of course!” said the stingray pressing the strange symbol of his chest.

Much to everypony’s surprise, he transformed into a bipedal with white, black, and aquamarine green features. A long tail and aerodynamic proportions.

“XRL8!” shouted the creature.

“Accelerate?” asked Twilight, confused.

Before they could ask more questions, the thing ran all over through the maze at hyper speed and returned in less than a second. “I found them! But we have to get them separately. I need you to come with me one by one!”

Discord grinded his teeth and floated toward the creature.

“Don’t give me that! We both know there’s nothing there, and…!”

“I know, and now they know too!” grinned the creature.

Discord’s eye twitched. “You know what? I hate you!”

XLR8 simply grinned back.

Discord simply looked at his lions paw where he had a small watch. “Thanks a lot! I came all the way here to play with these girl scouts but now it’s all ruined! Great… luckily for you I have to keep creating chaos in Ponyville. But I’ll remember this!”

And then Discord look at a watch at his lion paw. “Not only that but you managed to make me waste my precious time! I was supposed to ruin their friendship by now, and then go to make some chaos in Ponyville. Oh well, I have places to be. Ponyville to be more specific. Thanks for ruining everything kid, I will remember this. See you!”

With that, Discord disappeared.

“You heard that?” asked Fluttershy. “We have to go to Ponyville now!”

“But what about the Elements?” asked Applejack.

Pinkie Pie rolled her eyes. “Didn’t you hear that Appleajack? The Elements were never here.”

“Pinkie Pie is right!” agreed Twilight. “Even without the Elements we have to figure a way to stop Discord no matter what. We must get to Ponyville and get there fast!”

“What about this… thing?” asked Rarity. “We don’t know we can trust it.”

“Well, it did help us against Discord. I think it’s an okay guy, or girl or whatever this thing is!” said Rainbow Dash.

Pinkie Pie smiled proud and turned to Ben. “Do you have any ideas of how to get to Ponyville?”

XLR8 looked around until it finally noticed a hot air balloon in one of the nearby gardens.

“We can use that!” said the alien.

“Good idea but we kinda need to get there fast! A balloon is too slow!” argued Rainbow Dash.

“We just need an upgrade!”

“What now?”

XLR8 touched the symbol on its chest transforming into a black and green bipedal creature with giant hands and a tiny head with a small circle on its center. And just like the other forms of this shapeshifters, it had the Ultimatrix symbol on its chest.

The strange creature started to walk towards the balloon followed by the others.

When it arrived at the balloon, it touched it becoming one with it. The balloon turned completely black with green patterns. Two giant turbines appeared on its back, along with two missile launchers. The basket open its door inviting the ponies in.

“I have a baaaaad feeling about this!” said Fluttershy walking shyly inside of the machine.

The others agreed as they entered to the balloon one by one. When Pinkie closed the door, Upgrade made sure to strap everpony with safety belts, and then it took off at space-travel speed.

“HEEEEEEEEEEEEEEELP!” shouted everypony holding to the balloon the best they could.

Discord was lazily floating over Ponyville, enjoying the chaos he spread, thinking what his next move would be. Thanks to that shapeshifting monster all his plans were foiled, and the Bearers of Harmony’s friendship was as strong as ever. He knew he delayed them for at least a few hours but he had to think on something, and do it fast.

When suddenly he heard the cries for help coming closer and closer.

He turned around to see what was going on, only to see the balloon-turned-war-machine approaching to him at full speed. An as soon as it was close enough it shot its missiles against Discord. The creature screamed in pain and fell on his back, burned and humiliated.

The balloon landed right in front of Discord, and it opened its door. The six Bearers of Harmony came out of the balloon stumbling and holding back their urge to puke.

Finally Upgrade separated from the hot air balloon and walked toward Discord.

“Let me guess, you are the one from the maze.”

Upgrade nodded.

“Okay, you wanted attention? You got it! I don’t know if I should congratulate you or feel sorry for you.”

Upgrade chuckled.

“Who feels sorry for who, creature? You have no chance against me.”

“Is that so?” mocked Discord.

A green flash of light transformed the black and green monster into a green teenage colt with a strange device on his right forehoof.

“See this? It’s called the Ultimatrix, it has the DNA of over a million alien species. And as long as I, Ben Tennyson Pie I’m wearing it, you have no chance to win.