Ben 10: Equestria Pony

by MLPFan98


Meeting the Sisters and Evil Unites

Canterlot/Royal Castle

ZAP

The entire group were now all inside the royal castle of the two sisters, and Ben and Rook felt a bit dizzy from the teleportation, their eyes swirling a bit.

“Woah, what a ride!” Ben said dizzily. Rook felt the same.

Twilight smirked at them. Don't worry boys, you’ll get used to it.” She said as everypony else was now inside the castle. “Ben, Rook, welcome to the Royal Castle in the city of Canterlot.” She said, “This is where Spike and I grew up together.” she said with a smile. "The city, not the castle."

Ben and Rook looked around and were in awe at the scenery, especially the crystal windows all over the place. This was just…really amazing. “I like the windows.” Rook said with a smile. “And I see all of you are in them.”

“Yea, because everypony knows that they are totally awesome!” Scootaloo said with a big smile on her face, as well as the rest of the CMCs

Then Twilight looked alarmed. “Wait, Apple Bloom, Sweetie Belle, Scootaloo, Derpy, Dinky? Oh gosh, I’m sorry, I didn't know you were zapped by me.”

“I don’t mind!” Apple Bloom. “This just gives us an excuse to explore the palace! So exciting, right girls?” She asked.

“Yay!” The rest of the CMCs as well as Dinky exclaimed with hooves in the air. Derpy smiled at her little sister and at Twilight.

“Oh, I don't mind at all…I always wanted to go inside the castle to see the royal sisters…I mean, if that's alright of course.“ She said with some nervousness.

“It’s fine with me.’ They all turned to see the two sisters themselves, Celestia and Luna approach them all with smiles on their faces. “Twilight, how are you doing?”

Twilight smiled. “I feel fantastic, Princesses.” She said as she and the rest bowed in respect. Ben and Rook got a good look at the both of them and were amazed, so these were the royal sisters? Wow, they looked lovely and elegant.

Luna then turned to Ben and Rook. “And I assume that you are the ones known as Ben Tennyson and Rook Blonko?” She asked.

The two heroes then gulped a bit and bowed respectfully. “Yes, your highness.” They said in unison.

Celestia smiled. “You have no need to bow.” She said to them. “We have heard quite a lot about the both of you already.” She said,

Ben got confused. “You have?” He asked.

Luna nodded. “A certain professor came by yesterday.” She said, as Ben and Rook both went wide-eyed. 

“Wait, Paradox was here?” Rook asked with shock.

“Mmhmm, me and my sister actually know the professor from way back.” Celestia said. “He traveled to Equestria some time ago, and was a real gentleman.” She said with a smile. “Anyways, he visited yesterday to warn us about something going on in your world, right?”

That was when Ben and Rook sighed. “Yea…” Ben said as he turned to the other ponies. “Listen, everypony, there is a crisis going on in our world but you know that…but it is something really dire. It involves one of my enemies named Malware.” He said.

Rook then explains. “Malware is a mutated Galvanic Mechamorph, and is one of my personal enemies.” He said.

“Ben, if I may ask, what is a Galvanic Mechamorph?” Twilight asked.

“A technological alien species that were accidentally created by the Galvans, the smartest creatures in the galaxy.” He said to them, much to their shock. “Anyway, Malware is a failed experiment who was angry at Azmuth, the creator of the Omnitirx, and felt like he was seen as nothing more than a failure and he wished to destroy his other species and steal my Omnitirx to become more powerful.” As Ben spoke, he began to shake a bit. “I fought against him back when I was around the CMC’s age..and it was a really hard battle….he…he..” He said, struggling to speak.

This was when the other ponies went over to him in concern. “Ben?” Rarity said with worry in her voice.

Ben took a deep breath as his eyes narrowed at nothing. “He literally ripped out one of my favorite aliens from the Omnitrix.” He said with anger. This made the group (besides Rook) shocked and horrified, was there was a creature that can actually rip out an alien from Ben’s gizmo? “In anger, I overloaded the Omnitrix and jammed it tight into him, blowing him up. I assumed he was destroyed…but I was wrong.” He said.

The ponies in the room looked at the young hero with concern. What exactly transpired that caused him to bridle in anger like this? 

“Two years later, he returned, and attempted to kill me and Azmuth once more, but somehow I was able to get Feedback back and was able to defeat him with my other form called Way Big. After that, his remains were turned into a cube and placed into the Galvanic Museum…until now.”

“About a day ago before we arrived here, Ben and I heard of a break-in at the museum.” Rook said. “They told us that the one who was responsible took the remains.”

“We don't know how or why they took the remains, but we are nervous.” Ben said with dread.

“Ben, if I may.” Celestia said to him. “This Malware creature..what can he do?”

Ben sighed. “He can absorb any technology into his body to make him stronger the more gizmos he absorbs, the more powerful he gets.” He looked around. “But the thing is, this world doesn't seem to rely on technology..as far as Ponyville is concerned…but I just worry about other places around here.”

“Well unlike your world,” Celestia said. “Mostly everything is done by magic..mostly, other stuff is done by hoof. So even if this Malware does come back, there is nothing for him to absorb.”

“And besides,” Spike said. “We’re all pretty tough, I bet Twilight and the others could take care of this Malware creature.” He said with a smug look.

Twilight nudged him a bit. “Spike, I wouldn't be so sure about that. You remember how hard it was when we fought against Tirek and Chrysalis.” She said.

Ben looked at Spike. “Spike, the enemies in my world are nothing to joke around.” He said grimly. “Seriously, I have been dealing with threats since I was around your age.” He said.

“That is correct.” Everypony turned around to see a human standing behind Celestia and Luna, and Ben and Rook’s eyes widened in shock.

“PARADOX?!” They both shouted in surprise.

Paradox smiled. “Ben, Rook, hello you two.” He said with a smile, and he turned to Celestia and Luna. “Princesses.” He said with a bow.

Celestia smiled. “Hello Paradox.” she said.

The Six, Spike, CMC’s Derpy, and Dinky raised eyebrows and tilted their heads in confusion. “Uh, Ben, who is this feller?” Applejack asked.

Ben looked back at them and smiled. “Oh yea, everypony, thai is Professor Paradox, a time-displaced dimensional traveler.” He said.

“Nice to meet everypony.” Paradox said with a smile and wave, he was instantly met with a pink blur with light blue eyes and a big smile.

“Hi. I’m Pinkie Pie, are you from Benny’s dimension? Do you like parties? Oh I love your hair, oh what are those things on your hooves? They look so funny! Oh do you want to be friends with-”

“PINKIE!!” Everypony (minus Ben, Rook, Celestia, Luna, Derpy, and Dinky) shouted at her.

Pinkie looked at them all and smiled sheepishly. “Sorry everypony.” she said.

Paradox however laughed and ruffled her head. “All is fine, Pinkamena Diane Pie.” He said.

This made the party pony gasp loudly. “How did you know? Are you psychic?” She asked with excitement.

Paradox smirked. “I know a lot of things.” He said as he looked at the rest of the group. “Twilight Sparkle, former unicorn-turned-alicorn. A former student at Celestia's school, the one who hatched the young dragon Spike from his egg, parents are named Twilight Velvet and Light Bright, and have an older brother named Shining Armor.” He said, making the lavender princess gasp. “Also, she is a bookworm.”

Twilight’s gasp turned into a scowl. “Hey!” She said with everypony in the room laughing a bit, and making her blush out of embarrassment. "I happen to take pride in books, hmpf." she pouted with her nose in the air.

Before Paradox could mention the rest of the group, he was stopped by Ben. “Paradox, I’m glad you're here, I want to know is everything alright back home?” He asked with hesitation in his voice.

Paradox nodded. “Fear not, everything in Bellwood is fine at the moment, listen I wanted to come to tell you that I have figured out who took Malware’s remains.” He said. The entire throne now was feeling a bit tense at the moment, it got even more tense when Paradox frowned. “And uh…you aren’t going to like who did it.” He said.

Ben sighed, while he did have a few choices on who it might’ve been… all could do was ask. “Who did it?” 

“Vilgax and Albedo…” Paradox said to him with worry and dread in his voice.

As soon as he said that, both Ben and Rook's eyes widened in shock and horror. Vilgax…Albedo? This was not a good thing at all. Of course, it wasn't the first time the two teamed up, but the revelation made Ben nervous.

“Albedo..and Vilgax?” He asked nervously. “Oh no…” He said with worry in his voice.

The ponies in the room all looked at them with corners on their faces and worry. Who were these people? But whatever they were, Ben’s tone made it seem like these were enemies to him.

“Ben,” Fluttershy said with concern. “Are you ok?” 

“Yeah, who is Vilgax and Albedo?” Rarity asked him.

Ben looked at them and sighed. “Oh yea…I never did explain it that much at the party…” He sighed. “Alright everypony, gather around and let me explain.” He said as everypony gathered around Ben, Rook, and Paradox. “Ok…Vilgax is my archenemy, an intergalactic alien warlord who I had the unfortunate problem of facing many times.” He said with a sigh. “He wants the Omnitirx to create an army of Omnitrix users to help him conquer the galaxy.” He said.

Everypony's eyes widened in horror and fright, an entire army of Ben's transformations? That was not good. “That sounds horrible.” Celestia said in concern.

Ben nodded. “Indeed, I faced him many times before. And each time he always seems to get more vicious and out for my head.” He said with dread.

“Sugarcube,” Applejack said. “How long have you been dealing with this Vilgax feller?” She asked.

“I’ve been dealing with that bastard for as long as I can remember ever since I was around the little one’s age.” He said, pointing at the CMC’s, who shuddered in fright.

“Wait, you have been fighting a warlord ever since you were 10?” Twilight asked in shock, and Ben nodded his head. 

“Twilight,” Ben started. “I don't know what type of enemies you and the others faced here before….but let me warn you…Vilgax is not to be taken lightly. I have had him beat me many times before.” He said as the other gasped in shock.

“Ben,” Luna said to him. “What about this Albedo?”

Ben sighed again. “Albedo…well, he is not as bad as Vilgax, but he is not to be underestimated as well. He was once a Galvan, just like Azmuth.” He said.

“But he was not too fond of Ben wielding the Omnitirx,” Paradox said. “Believing him to be inferior, he made an attempt to take it while destroying young Tennyson.”

“Many of these involved making his own version of the Omnitirx.’ Rook said to them all, shocking them.

“He made his own?” Derpy asked with awe.

“I did say that Galvans are the smartest being in the galaxy.” Ben said to her. “But anyway, he can turn into any alien I got, as well as having access to Ultimate forms as well.” He said, he then got confused looking for the others, and sighed. “Oh right, well, Ultimate forms are basically evolved forms of my aliens. Albedo used a knock-off version of the Omnitrix called the Ultimatrix, which I took from him and used for a while before I got the newest Omnitrix.” He said. “But years later he was able to make a new one.” Ben sighed and rubbed his head with his hoof. “This is not good at all.” He said.

Celestia and Luna saw him and grew determined. “We will send letters to neighboring kingdoms to warn them to keep an eye out for these enemies, what do they look like?” Paradox got out a holograph to show everypony in the room what the two look like. 

Vilgax was a humanoid octopus-like alien wearing a black and red armored suit with fingerless gloves, and he had tentacles on his face that went down to his upper chest area.  

Albedo was a small human boy who had fair skin, white hair, and he was wearing an outfit consisting of a child with white hair, wearing a red shirt with a black line going down the middle, gray pants, and black and white shoes, and there was an Omnitirx on his right wrist.

Everypony got a good look at these figures, Fluttershy, Derpy, and the younger ones looked frightened by the sight of Vilgax, but the others looked a bit determined, not feeling at all intimidated.

Pinkie got up close and looked very closely. “Hmm, he looks like an octopus.” She said with curiosity. “Hey Benny, can he shoot ink out of his hands?”

“Uh…no.” Ben said with a sweatdrop, as the others shook their heads in annoyance, Pinkie hopped back over to the others. Ben sighed as he looked at the images. “Hopefully Kevin and Gwen can take care of them…I just hope that they don't find their way here to Equestria…I can't even imagine what they could do to a place like this.” He thought with worry.

“Hey, Ben.” Spike said to him, getting his attention back. “Why does that Albedo look like a small kid?” He asked.

“Well, he used to look like me. But Azmuth punished him by making him younger..it's a long story.” He said as he turned to face them all. “I pray and hope that they do not find their way here.” He said as he turned to Twilight. “Twilight, as I mentioned to you, Vilgax is very dangerous, and if by chance he does make his way here…do not let your guards down!” He warned them all.

He saw their faces and he inwardly sighed. “No…if Vilgax does make it here…I have to face him, Rook, and I. Vilgax and Albedo will be our burdens, we can't force that on Twilight or the others.

Paradox looked at the two with a sympathetic frown. “I just wanted to let you know, '' he said to Ben, who turned to face him. “I can not stay here long and need to get back. I will return if I have any more information for you.” He said as he was about to vanish.

“Thanks, Paradox.” Ben said as he and the others waved at him, and with that the dimensional traveler disappeared in a bright flash, leaving only the ponies, the human-turned-pony, and the REvonagghander.

“That Paradox is kinda weird.” Apple Bloom said.

“Apple Bloom!” Applejack scolded. “Mind your manners!”

“Nah, she’s good. Paradox is a tad bit weird.” Ben said. “Of course, being time-displaced can do that to you.” He said.

“What do you mean, darling?” Rarity asked.

“Paradox was displaced out of his own time after an accident.” Celestia explained to them all. “And as such he can no longer age.” She said, making the ponies look shocked.

“How do you know him? If I may ask.” Rook asked.

Celestia and Luna smiled. “Oh, Paradox has been here to Equestria before, long before anypony here was born.” She said.

Ben looked at the two sisters and winded his eyes. “Wow, you two must be really old then, huh?” He asked.

POW

That comment was met with a hoof to the head, courtesy of an outraged Twilight. “Don’t insult the princesses like that!” She exclaimed to Ben, who was now sporting a steaming welt.

Celestia and Luna giggled a bit. “Twilight, it's fine.” Luna said with a warm smile. Rook helped Ben up, who looked sheepishly at them.

“Sorry for that.” He said to them. “I was just a bit surprised that you are older and yet you both don't look a day over 100.” He said.

That comment made both princesses blush a bit. “Thank you,” Luna muttered under her breath as her blush remained. Ben sighed and looked at the ceiling.

I seriously hope Vilgax and Albedo aren't here in Equestria, god only knows what sort of destruction they could cause…especially Vilgax.” He thought with dread.


Tatarus

Meanwhile, somewhere in the dungeon called Tartarus., a bright light appeared and two figures came crashing down. One was a humanoid octopus-like alien wearing a black and red armored suit with fingerless gloves, and he had tentacles on his face that went down to his upper chest area. This monster's name is Vilgax.

The second figure was a tiny human boy who had fair skin, and white hair, and he was wearing an outfit consisting of a child with white hair, wearing a red shirt with a black line going down the middle, gray pants, and black and white shoes, and there was an Omnitirx on his right wrist. This is Albedo.

Together these two were enemies of Ben. Vilgax is his primary archenemy who has been after Ben to take the Omnitrix so he could use it to create an army of Omnitrix creatures to help him conquer many galaxies. The two have been going at it ever since Ben was a 10-year-old boy.

Albedo was in fact a Galvan who didn't like Ben because he didn't feel that Ben deserved to wield the Omnitrix, viewing him as a lowly human. Plus he also had an inferiority complex, which made him arrogant and ignorant of others. Ever since then, he has many times attempted to create his own Omnitirx so he could use it to destroy Ben, but the latter always finds a way to beat him. And as punishment, he has been rendered stuck in human form, and he has tried many ways to get his original form back to him.

“What the heck was that?” Albedo asked as the two then got up and looked around, finding themselves in a cave, and this made the boy raise an eyebrow as he didn't remember sending them to…whatever this place was.

“Albedo, where are we?” Vilgax asked in an angry tone of voice.

“I-I don't know, I don't remember-

“*GROWL*” The two villains then turned around to see a large three-headed dog growling at them and pawing at the floor. But the two villains didn't seem to be intimidated in the slightest and glared at the dog, that was when Vilgax walked right over to it and..well…

5 minutes later…

The three-headed dog was injured and weeping in pain. Vilga standing over it in triumph. “Now that that is out of the way, we need to figure out where we are.” He said as he and Albedo began to walk around the area.

“Hey!” They both turned to see a creature locked in some sort of large cage. He had the body of a horse, but the upper body of a human..sora, hsi skin was a reddish gray, with his underbody (minus his scrawny arms covered by a black shirt. His beard was gray and so was his tale…basically his entire body looked pale and weak. This centaur's name is Tirek Tirek once attempted to take over Equestria by stealing the magic of many unicorns, especially Twilight, and Princesses Celestia and Luna, but he was defeated and imprisoned here in Tartarus. “That was interesting, what you did to Cerberus.” He said as both Albedo and Vilgax approached his cage.

Albedo impacted him closely. “What exactly are you?” He asked.

“I am Tirek, a centaur.” He then gave the two a confused look. “You don't look like ponies or any other creatures here in Equestria.”

Vilgax looked at him and pondered. Equestria? He never heard that name before, as he doesn't remember it ever being part of the many galaxies he wanted to conquer. But then he looked at the centaur with interest. “Hmm…so you are a prisoner here?” He asked.

Tirek growled. “Yea, thanks to Twilight Sparkle and her pony cohorts.” He said with anger. “If only I got my strength back, then I would crush them all and the place would be mine to rule!” He exclaimed.

Vilgax looked at the centaur and he gave an evil smirk. “I am Vilgax, the young boy is my associate, Albedo.” He motioned to the Galvan-turned-human. “Tirek was it?” He asked, with the centaur nodding his head. “It seems you and I have something in common.”

Tirk raised an eyebrow. “Oh? And what might that be?” He asked.

Vilgax smirked. “We both have enemies we despise with a burning passion that we wish to eliminate.” He said.

“Hey, I wish to eliminate Tennyson as well!” Albedo complained, but he was ignored.

Tirek raised an eyebrow. “Tennyson?” He asked with confusion. "Who's Tennyson?"

"You will learn soon." Vilgax looked around. “What is this place?” He asked.

“Tartarus, a prison for many dangerous creatures here in Equestria.” Tirek said to the squid-faced menace.

Vilgax looked around with an evil grin. “Dangerous creatures?” He asked with a look that spoke of intrigue on his face. “I wonder…” He thought. “Albedo, I think we found ourselves a chance to strike back at Tennyson.” He said as Albedo looked with confusion. Vilgax turned her attention to Tirek again. “Tirek, tell me more about this world. And in return, I’ll help you.” He said as he extended his hand towards the gate

Tirek looked at him and felt somewhat intimidated, of course, he wanted to get out of there. But he felt like this squid-faced creature was the only way he could get out of this place. With an evil grin, the Centaur shook the Chimera Sui Generis’s hand. Vilgax smirked and he gripped the cage with a mighty tug.

RING

Vilgax effortlessly ripped part of the cage right off, freeing Tirek. The old Centaur stretched a bit, but also hurting himself due to him being so old. “Once I get more ponies, I will regain my strength.” Tirek said to Vilgax who smirked. “Now how do we get out of here?”

Vilgax turned his attention to the other creatures of Equestria. “Actually, I think this might be our new base of operations,” Vilgax said as he turned his attention to Tirek. “Now, explain to me what this place is.” He said

10 minutes later…

“A world of magic?” Albedo said. “Populated by ponies, and other creatures? Why did we have to come to this…place?” He asked with disgust.

Vilgax smirked. “Albedo, this place might prove beneficial for us.” He said as he turned his attention to Tirek. “So you can absorb magic from other ponies to make you stronger?”

“Yes,” Tirek said to him. Vilgax rubbed his tentacled chin in thought.

“Interesting.” He said as he then turned to Albedo. “Albedo, go back to our dimension, find Psyphon, and bring him here.” He said. “We are going to need some help and a lot of my Mechadroids as well.” He said.

Albedo nodded and vanished, spooking Tirek a bit. “So…how are you going to help me?” He asked. Vilgax smirked and dug into his pocket and brought out a cube colored red and black, making Tirek look at the object with interest. “and what is this?” He asked.

“This is the key to our victory.” Vilgax said to him. “Now, let me explain.” He said to the confused Centaur.


Bellwood/Undertown

Albedo made his way to Undertown. “Alright, all I gotta do is find Psyphon, and then rush over to get myself some chili fries!” He thought. After searching for a little while, he finally found an old building in the town and assumed that this is where Psyphon was possibly at. “He better be in here, I’m not going to look everywhere on this planet.” He thought.

When Albedo entered the building, he was quickly surrounded by many robot drones, who pointed lasers and other weapons at him, but the young boy didn't seem intimidated in the slightest.

“Who is it?” Albedo turned to see a figure approaching him. The figure had a skeletal appearance, with a skinny build with skin as white as paper, a shark fin was shown to be on top of his head that was outlined with three stripes, he has a pair of red eyes that are shown to be outlined with black spots that are shown to match his lips. His outfit consists of a black armored suit that is shown to cover his arms and legs, with the drapery reaching only his knees, making it look as if he is wearing a long coat. This figure is Psyphon, an alien of unknown species who formerly served as Vilgax’s minion, but has since formed his own group. Psyphon looked at the young boy with a curious look. “Do I recognize you?”

Albedo smirked. “Vilgax sent me.” He said with a smirk.