My Little Pony Mystic Season 4

by Shadow Master


Crossover Special: Unsung Heroes

Since the attack on 'Olde Bellwood Day' event, things have become different and uneasy. Gwen and Kevin have returned to Friedkin University. Team Ben continued patrolling and hunting down for Malware and his accomplices while saving the day from villains, without Julie and Ship. They both were resting and recovering from the psychopathic Mechamorph's attack and almost kidnapped, though often summoned to assist their teammates. However, there was no sign of Malware and his accomplice.

Three weeks have passed, there's been a robbery at the university, involving of two certain individuals stolen Gwen's personal item. She called her friends to help her out to find and capture the thieves, and also retrieve hers back. Eventually, they have located the thieves and the stolen item.

Nearby the Friedkin University, Team Ben was battling and engaging with some thugs and also two familiar enemies at the warehouse. Billy, in his Billion Armor, is engaging and battling Ben in his Mecha Bloxx form and Armorstrike. Rook and Tetrax faced off Mazuma. The team also were fighting off the thugs as well. Though outnumbered by the enemies, Team Ben managed to defeat most of the thugs at ease while swiftly and fiercely defeat Billy and Mazuma, who struggled to fight back.

Inside the warehouse, Darkstar was looking through the spell book as he was about to use and activate the spell on the Teleporter Pod. Sensing someone or two behind him, he sighed in annoyance while cracked up his neck a bit.

"Kevin Levin. And Lovely Gwen..." Darkstar said calmly yet amusingly. He slowly turned to his back, found Lucky Girl and Kevin in his Ground Mode. Zed was snarling and glaring at him. He smirked within his mask, "I shouldn't have expected that you two would be able to-!"

Kevin thrust the punch at Darkstar's mask to the ground. He scoffed, "Dude. Just shut up for once."

"And also, even if you're able to access to Ledgerdomain, Charmcaster is still pretty mad at you for lying and breaking her heart," Lucky Girl said firmly and calmly. She levitated and moving the spell book towards her, "And also, I would like to have my book back now."

Darkstar grunted in anger. He quickly blasted his Dark Energy Blast, knocking out Lucky Girl, Kevin and Zed out. He quickly grabbed the book at once.

"No! I won't be denied! I deserve it!" Darkstar exclaimed in frustration. He turned and glared at Teleporter Pod. He began chanting, "It belongs to me! I must have the power!"

"Dude! Would you get over your stupid obsession with magic powers?!" Kevin asked in annoyance, "It's only get you killed more than turning you into ugly mug!"

Lucky Girl groaned as she summoned her magic powers to hold Darkstar's down, "Give it up, Michael! Now!"

Darkstar screamed in anger, "Never! I almost there!"

Finishing up his chanting, Darkstar's body glowed in dark purple colored glow. He fired his beam at the Teleporter Pod, causing it activated and revealed the entrance to Ledgerdomain.

Darkstar exclaimed in relief, "Yes! Now I can finally enter that domain!"

BOOM! Darkstar, Lucky Girl, Kevin and Zed turned to their back. They found Rook and Tetrax held and grounded both Billy and Mazuma down. Ben, as Spidermonkey, and Armorstrike charged straight at Darkstar. They were about to attack him at once.

Darkstar broke himself freed from the energy prison. He then fired his dark energy beams in electrocuting and trapping all of Team Ben. Billy and Mazuma got up from the ground. They began gave some serious beating on the team.

Billy chuckled happily and crazily as he gave some punches at Spidermonkey, "How do you like it now, Ben?! How does it feel to be a loser?!"

Spidermonkey groaned, "Just shut up, Monkey!"

Billy screamed in anger as he continued punching at Spidermonkey's face, "Stop giving me the wrong name!"

"You will not stop me this time!" Darkstar said proudly, "I am almost there now!"

Armorstrike grunted in pain as she armed and aimed at Darkstar, "Think again, freak!"

And just before Armorstrike could fire, she saw something behind of Darkstar. She saw 'Malware' snarling and readying to grab her. She gasped in fear before screamed out while firing her blaster crazily and fearfully at everything. This shocked and scared everyone to move away and dodge the attacks at once. Spidermonkey quickly punched at Billy's face, knocking him out. Tetrax and Rook grabbed and slammed Mazuma to the ground hard. Lucky Girl fired her magical blast at Darkstar, knocking him down, allowing Kevin to punch and hold him down

Unfortunately, during her guns in blaze, one of her blast has hit the Teleporter Pod's top core. This caused it to go shocking and haywire like it's about to explode. The portal to Ledgerdomain disappeared before forming into a black hole-like, sucking everything and everyone in it.

"You fool! Look at what have you done?!" Darkstar exclaimed in anger, "You are sending us to oblivion!"

"Sorry!" Armorstrike apologized in fear.

Spidermonkey howled, "Everyone, hang on!"

Everyone screamed in fear as they all tried to grab and hold on something heavy and strong objects. But instead, most of them got pulled and dragged straight into the portal. Tetrax fired his shard at Teleporter Pod's wire to cutting off the power. But he was too late as the rest of Team Ben, Darkstar and Billy got sucked into the portal before shutting it down.

"Master Billy?" Mazuma asked in concern yet damaged.

Tetrax was in shock and concern, "No... I'm too late..."


Arriving to the strange yet dark forest; Ben, Gwen and Armorstrike descended and slammed on the ground, knocking out unconsciously. They all got separated from Kevin, Rook, Zed, Darkstar and Billy.

"Hey, are you alright? Wake up, please," Timid voice asked in concern.

Ben grunted, "I'm okay. Just a headache. Thanks for asking. So, who-?!"

Ben was interrupted upon looking at the cyan colored insect-like pony called Ocellus and a young lighter brown Pegasus with brown-blonde long mane and tail, and her cutie mark is duel card deck - Bella Anime. Both of them were worried yet curious upon looking at him. To Ben however, he screamed in fear, scaring them both off. He quickly moved away from the creatures before got his head bumped on tree trunk.

"Ow! That really hurt!" Ben grunted and grumbled while rubbing his head, "Okay! I hit my head hard. I would like to wake up now! Hopefully, I'm in Kansas, not in Oz!"

"What's with this guy?" Bella asked in confusion.

"I have no idea," Ocellus admitted in concern, "Though I don't know about these places either."

"Must be Human's cities or something," Bella suggested. She then noticed Ocellus is approaching to worried Ben. She yelped while holding her back, "Ocellus, are you crazy?! Don't you know what that thing is?!"

"Of course, I know. It's a human. I just want to help him."

"Ocellus, come on, everyone knows how dangerous the human can be. And it's best not to go near him. Or maybe, we should kill him."

"Bella! That is cruel and brutal! We're not supposed to do that to defenseless creature like her."

"Aw come! You're not seriously gonna fall for his tricks. Trust me, Ocellus. Humans like him are very dangerous, deceptive and manipulative Dreathis. And it's best that we get out of here and leave him and his friends to die."

"No. I'm gonna help him." Ocellus said firmly. She turned and approached to Ben, who looked nervous and worried. She shushed a bit while raising her hoof up, "It's okay. We're just trying to help."

Though Ben was uncertain and uneasy about it, he nevertheless grabbed and held the pony's. He stood up gently while dusted off his shirt. He spoke, "Thanks for the help, horsies."

"Actually I'm a Changeling while she is Mystic Pony, not horsey. There's the different," Ocellus corrected calmly, "I'm Ocellus. And that's Bella."

Bella waved and greeted uneasily, "Hiya..."

"Where am I?" Ben asked in concern while looking around of his surroundings.

"Well, you at the most dangerous and unnatural area called Everfree Forest." Ocellus explained, "And this place is called Equestria."

"Wait!? Did you say 'Equestria'?" Ben asked in surprise. Ocellus nodded in confirmation. He continued in surprise tone, "It can't be..."

Interrupted by someone's moaning like waking up from their unconsciousness, Ben turned and found his friends slowly getting up. He approached and checked on them, making sure they're alright.

"Gwen! Julie! You guys alright?" Ben asked in concern.

"Yeah, I'm alright," Julie said calmly. She then noticed behind of Ben. She found Ocellus and Bella standing and waiting. She squealed happily, scaring them a bit. She then grabbed and hugged both of them happily and wildly while exclaimed out loud, "Oh my gosh! Who are these cutie smoochie animals? I'd never have seen them before in my life!"

Ship groaned and snared angrily yet annoying at seven creatures, who were nervous and uneasy. Ben laughed uneasily to see him get mad. He patted the Mechamorph Pup, making it meowed calmly.

"Please tell me that the Dreathis did not call me 'cutie'," Bella asked in annoyance.

"Bella, stop it," Ocellus scolded Bella, "She's being nice. And we should be helping and comforting, not against them."

Bella scoffed, "Whatever..."

"Ben, I hate to ask. Where are we?" Gwen asked in concern.

Ben smiled uneasily, "Would you believe the 'Land of Magical Ponies'?"

Gwen was in shock and surprised, "N-No way... We're in Equestria?"

"Yeah," Ben nodded in confirmation. He turned and looked at Student Seven. He asked, "Hey, think you can help us? We need someone's help. Someone I think you know of."


Kevin, Rook and Zed groaned in pain as they slowly getting up from the ground while recovering from the fall. Three of them got separated from Team Ben during entering and falling into new dimension.

"Man, that really hurt." Kevin grunted while patting Zed's head gently. He looked around of his surroundings an isolated downtown with no one around, "Where the heck are we? I have the feeling that we're not on Earth."

Checking on his gauntlet's scanner identifying the world, Rook yelped in concern and fear, "I-I'm not sure. My scanner is unable to identify the planet or city. I believe we've been transported to another dimension."

Kevin sighed in annoyance, "At least, it's not Ledgedomain again. We've gotta find them now. Just hope things couldn't get any worse!"

"Stop where you are, intruders!"

Kevin and Rook yelped in shock and concern. They then looked around and found themselves to be surrounded by the large army of purple colored armored ponies and large hairy brutes, aiming their swords, spears, pikes and blasters at them. Zed yelped and whined as she hid behind Kevin's back. They both raised their hands up in gesture of surrender.

"The situation has become much dire..." Rook said in concern, "And of course, I believe this is phrase I should use - 'You jinx it'."

Kevin groaned, "Terrific..."


In an unknown yet strange realm, both Billy and Darkstar got themselves trapped at the advanced golden decorated and futuristic metropolitan capital city-like, filled with cloudy clouds surrounded the street. Billy was sleeping yet lying down on the ground. Someone approached and gave a hard kick against his guts, making him yelped and woke up.

"What was that about?!" Billy demanded in annoyance.

"Get up now, idiot. This is not the time to sleep," Darkstar snarled a bit. He then looked around of his surroundings. He hummed in concern, "We have to move now."

Billy grunted as he slowly get up, "Why? Isn't this Ledgerdomain?"

"No, it is not. We're on another dimension, thanks to Tennyson and his friends' interference!" Darkstar groaned. He screamed in anger before firing his Dark Energy Blasts at the sky, "Damn it! My plan is ruined again! I'll never gain my true power again!"

Billy groaned, "Damn those losers. So, any idea where are we going?"

"Unfortunately, I have no idea," Darkstar answered in uncertain yet frustrating tone. He then looked at the city carefully, "If this is metropolitan city, then that means there should be science laboratory. They might have the teleporter pod to help us get off this realm."

Billy scoffed, "Then, let's move it now!"

"You're not going anywhere, intruder..."

Billy and Darkstar got alerted as they turned to their back, where they found golden armored ponies armed and aimed their blasters at them. They even found couple of steel armored elite pony-like warriors, and one of them has a long crimson spiky mane and short tail worn a yellowish Chinese Emperor's robe around his greenish armor and has metallic wings.


Ocellus and reluctant Bella helped guiding and leading their human friends to Ponyville Town. Before they could march and enter the town, they gave Team Ben some hooded cloak for cover their faces and bodies.

"So, why are we using the hooded cloak for?" Ben asked while putting the cloak around him.

"Well, let's just say that ponies and many creatures have never seen humans before," Ocellus explained before nervously continued, "And of course, Mystic Ponies got issue with them. It might scared them, Mr. Tennyson."

"Drop the 'mister'. It makes me like an old man. Just call me 'Ben'. " Ben commented annoyingly. He sighed, "Alright, let's do this. Just hope Twilight's in the castle."

Gwen nodded, "Me too, Ben. Hopefully, she has the spell that can teleport and transport us back home."

"Speaking of 'she', how did you know Headmare Twilight?" Bella asked suspiciously.

"It's a long story," Ben answered uneasily with a soft laugh.

While Bella and Ocellus led Team Ben to the Castle of Friendship, Ben and Gwen narrated the story of how they met and teamed up with Twilight against Hex and Charmcaster. Both of them were amazed and impressed by the story especially Ben able to turn into various aliens, though they were skeptical about him turned into aliens or saving the universe billion times.

"I don't know. That sounds stretchy..." Bella remarked sarcastically, "Comparing you to Mystic Ponies, you are no close strong or powerful as us."

Ocellus nodded, "I have to agree with her. I don't believe that you actually have saved the universe 'billion times'. It's kinda exaggerating."

"Aw come on!" Ben protested in annoyance. He then shown his disappointed and upset looks with tears in anime style, "That is very cruel of you to say that. How can Mystic Ponies be better than me?"

Gwen giggled, "Wow. Looks like you've been roasted, Ben."

"Eeyup." Julie agreed calmly, "That will teach you a lesson for not being modest."

Ben groaned in defeat, "Thanks a lot..."

"Well, you have to find a way to prove us that you're real deal. Too bad, there isn't one, Dreathis," Bella remarked sarcastically, which annoyed Ocellus. Suddenly, an explosion has occurred ahead of them. He groaned, "Oh great..."

Ben smirked, "You want demonstration? It's Hero Time!"


Tech laughed evilly and sinisterly as he was leading the army of new and improved silver armored Techbots with strong claws and powerful arsenal of blasters and missiles. They were attacking and destroying some parts of Ponyville Town's city and residents; causing the ponies to scream, panic and run in fear from the battlefield.

"Oh yeah! You all better run! You all better hide. Coz Tech's coming after you now!" Tech screamed happily and wildly. He then laughed amusingly, "Tech, Emperor of all Evil and Best Demon Generals of all!" He then shrunk himself down with worried looks, "Just hope my boss doesn't hear that part, otherwise, I'd be in big trouble."

"Oh yes, you are, buddy." Ben said confidently, scaring and alerting Tech a bit. He turned and found him and his team stood before him. He smirked, "We're gonna kick your ass. So, why don't you give up now, and we won't hurt you."

Instead of showing scared of worried, Tech laughed out loud in amusement and wildly. This shocked and confused Ben and his team while annoyed Ocellus and Bella.

"Oh yeah. That really scares him, hero..." Bella said sarcastically.

Ocellus sighed, "Because humans aren't truly a threat to Mystic Ponies because they considered them to be the lowest and weakest specimen of all."

"Thanks a lot, pals..." Ben commented sarcastically and annoyingly.

Tech sighed, "Yeah. You really think you can beat me? Think again, loser. You're just some stupid and weak humans, who thinks they can beat the gods. Yeah. I'd like to see you try and kick my ass, losers!"

Students Seven were worried and scared for their new Human Friends, who seem remained confident and calm, despite Tech make the threat and insults to him.

"Dude. If you think you're the first 'god' I have to fight, think again," Ben said proudly and confidently, with a smirk, "And trust me, pal, you don't scare me easily. You're nothing but mama's whiny little boy."

Tech snarled, "Who the hell do you think are?!"

Ben smirked, "Why don't you try and find out, Mama's Boy?!"

Tech screamed in anger as he activated his backpack, revealing blasters and missile launchers. He fired them out, heading straight at Ben. Ocellus and Bella panicked and hid behind the crates to avoid the blasts.

Ben smirked as he readied and activated his Omnitrix before engulfed into black explosive smokes. Ocellus and Bella yelped in concern and fear for their new friends.

Tech scoffed proudly and amusingly. And just before he could do anything, something blasted out and almost hit him by face. He barely dodged the attack. He looked back and found something shocking and scary for him to see. He found Eye-Guy, Lucky Girl and Armorstrike stood before him. Ocellus and Bella were surprised as well.

Techbots blasted off and charged straight at Team Ben at once. Some armed with swords, spears and shields. Others readied and blasted their blasters at them. Team Ben smirked a bit as they charged and engaged them at once. Eye-Guy used all of his eyes in shooting out his lasers at them from all direction. Lucky Girl and Armorstrike fired and blasted their magical orbs and blasters at the Techbots from distance. And at the same time, they also combated and defeated the Techbot Warriors, though they did cause some damages to properties and items.

After a fearsome fight between Team Ben and Techbots, most of the mechanical drones were defeated and destroyed. This shocked the world of what they saw, and still they couldn't believe it either.

"No way... He really turned into monsters. Those girls turned into some kind of magical and mechanical beings?! They defeated Tech and his Techbots?!" Bella asked in shock and surprise.

"No... It couldn't be..." Ocellus said in shock and surprise yet realization.

"Still think I'm loser?" Eye-Guy asked cockily. Tech quivered and shivered in fear before launched his arsenal at him. Eye-Guy hit his Omnitrix, turning him into Chromastone. He managed to absorbed the blasts into him before firing it back at the missiles. Tech was about to fly away but he managed to shoot him down. He approached and stomped his left foot on his chest, "Gotcha, loser!"

Tech screamed, "Please, don't hurt me! I bruised easily!"

"Is it me or does he sounds like Billy?" Julie asked curiously.

Gwen shrugged a bit, "He sure sound like one, but he doesn't act like Billy. This guy's too cocky and whiny like mama's boy."

"Well, it doesn't matter. We win," Chromastone said confidently.

Suddenly, everyone heard the alarm blaring out loud. Some ponies hid inside their residents while others were hiding behind the walls and damaged properties to see the event. Ocellus and Bella remained at the same area.

Team Ben looked around of their surroundings, spotting couple of armored ponies charging to the battlefield, followed by the armored tanks, armored walkers and flying armored gunships arriving to the scene. They all armed and readied their weapons, surrounding both Team Ben and Tech.

"Friendship Guards!" Ocellus exclaimed in relief and surprise.

The hedgehog emerged out from the armored tank. He approached to the scene, "This is Lieutenant Grubber! What's causing the ruckus here?!"

"Caught the bad guy for you, chief," Chromastone said calmly while pointed at defeated Tech. Grubber gestured the soldiers to apprehend Dark Mystic Pony. He smirked, "No need to thank me. Just doing a hero job."

"Hero's Job?! You kidding me, blockhead?!" Grubber asked in annoyance. He pointed at Chromastone, "You and your buddies are under arrest too!"

Chromastone and his friends gasped in shock and concern. Both Ocellus and Bella also have the same reaction as well. They've been arrested?!

"What are you talking about?!" Gwen asked in concern, "Why arrest us?! We've helped beaten and caught the bad guys for you, you know!"

Armorstrike nodded, "Yeah! We didn't do anything wrong!"

"I wouldn't be sure of that, humanoids!" Grubber said firmly while pointed at the damaged properties, "Look at the mess you make! You guys did worse than the Mama's Boy! Arrest them now!"

Chromastone grunted as he armed and readied himself for a fight, "Wait! I don't wanna fight you! Let us explain first!"

"Well, you can explain this when you Humanoids get into the prison!" Grubber snapped firmly, "Get them now!"

Friendship Guards approached and readied to apprehend Team Ben. Chromastone hits his Omnitrix as he transformed into XLR8. Using his high speed ability, he charged and disarmed most of the guards' weapons and blasters, and even shutting down the military transports. He brought all of weapons and keys in front of Grubber.

The hedgehog yelped in fear and shock. And just before he could do anything, XLR8 grabbed and held Grubber up.

"I could have easily taken you and your buddies out. But instead, I removed all of your weapons and keys," XLR8 said firmly, "Now, you're gonna help me find someone I need to see."

"Put my lieutenant down, Humanoid Lizard," The calm yet angry voice spoke.

XLR8 turned and found magenta scarred pony has entered the scene, along with metallic armored ponies holding and bringing the strange armored cages of Kevin, Rook and Zed.

"Tempest!" Grubber called.

Spotted Kevin and Rook trapped inside the prison cages, XLR8 groaned, "Let them go now, so I'll let him go. I don't want to fight."

"No..." Tempest said firmly yet calmly, shocking XLR8. She readied with her electrical powers within her broken horn, "We don't negotiate with enemies like you. But I have ways to make you stand down."

And just before XLR8 could do anything, Tempest fired her electrical magic at the cages, causing powerful shocks to Kevin, Rook and Zed. This alerted and shocked him and his team!

"NO! Stop it!" XLR8 snapped in anger.

"Kevin, use your power!" Lucky Girl shouted in concern.

Kevin groaned and screamed in pain, "I CAN'T! This stupid cage did something to me! It somehow stopped me using my powers!"

"Agreed!" Rook exclaimed in pain, "I couldn't penetrate it out too!"

Tempest smirked, "These are Obsidian Cages. They immune to your powers and prevented them to be used against it, unless powerful force could pierce through it. I doubt you have the power to free them." Team Ben grunted in anger. She continued with sincere, "I will let them go if you stand down and surrender to me now. Or else, my power will continued to destroy them for good."

XLR8 groaned in anger and fury. And just before he could do anything, he was halted by Lucky Girl and Armorstrike. They shook their heads, gesturing him that its not worth the risk. He hated losing but knew what they meant. He put down Grubber, who ran and hid behind Tempest's back. They all stand down at once, powering down their powers. They revealed their true species to the ponies.

"What the-?!" Grubber asked in shock.

"More humans..." Tempest snarled a bit, "I don't know what you all doing here, but I can assure you that none of you are welcome to this realm. Not after what you have done to us from the past! Arrest them now! They shall be judged by Mystic Council!"

Team Ben yelped in shock and concern. Friendship Guards were about to arrest Ben, Gwen and Julie. Bella and Ocellus were in concern and scared as they have to do something to stop the fight. The quickly moved to protest and defend their newfound friends. Suddenly, a familiar lavender Alicorn and five colorful ponies have arrived at the scene.

"What is going on around here?!" Twilight demanded firmly.

Grubber yelped in surprise, "Princess Twilight!"

"Twilight?!" Ben and Gwen asked in surprise.

"Princess Twilight, what are you doing here?" Tempest asked seriously, "I told you that I have the situation under control."

"I know," Twilight said calmly, "But when you reported me about the humans are here in this realm, I have to come and see it with my own eyes."

"Hoowee! This town must've got hit by the tornado," Applejack commented calmly, "Think the humans did it?"

"I certainly hope they're not dread off as the history claimed them to be." Rarity said in fear and concern.

Fluttershy sighed, "Rarity, that is very rude to jump into conclusion without even asking and understanding the situation."

"Yeah! Thanks for not trying to think me did it!" Ben agreed firmly.

Twilight and her friends turned and looked at him curiously. She asked, "Do I know you? You kinda look familiar..."

"You mean you don't remember?" Ben asked in shock, "It's me, Ben. You know, Ben Tennyson? And this is Gwen."

"You know them?" Rainbow asked curiously yet suspiciously.

Pinkie nodded, "Yeah. They seem to know you a lot.

Twilight hummed in concern, "I'm still not convinced."

Ben grunted a bit of disappointment. He gave some thinking of how he can convinced Twilight that he was her friend. When he looked at his Omnitrix, he gasped in realization.

"Maybe this'll jog your memory." Ben scrolled the Omnitrix's dial until he lands on Magnus Magic. He smiled, "Hope you remember this guy."

With the slam on his Omnitrix, Ben transformed into Magnus Magic, in front of everyone. Most of ponies were in shocked by the transformation. However, Twilight was surprised by the appearance as she realized of who he really is.

"Oh my gosh! It is you!" Twilight exclaimed in surprise as she trotted and gave Magnus Magic a hug.

Magnus Magic smiled, "You bet!"

As they both departed from hugging, Magnus Magic transformed back into Ben, who is smiling at her. Gwen also smiled happily as well.

"Look how big you've both gotten!" Twilight commented.

Gwen smiled, "It's great to see you too, Twi."

Twilight turned and looked at Julie, "Julie? Is that you?"

"Excuse me? Do you know me?" Julie asked in surprise.

Ben and Gwen yelped in concern as they have forgotten that Twilight and Nyx did meet her when they were 12. And just before Twilight could explain, Kevin grunted while trying break down the cage.

"Hello! Do you mind?!" Kevin demanded angrily, "Seriously, what's going on? And who are these horsies?!"

"I beg of your pardon?! Horsies?!" Rarity demanded angrily.

"Dude. We're ponies, not horses. Seriously, can't you tell the difference?" Rainbow asked in annoyance.

Pinkie sighed, "Beast Boy, you really need to work with your animal power skills, otherwise, you'll never get to turn into any animals."

"Huh?" Kevin asked in confusion.

Ben chuckled a bit, "We've got a lot to discuss."

Twilight giggled, "Yeah, we sure do. So much things to tell you all."

Tempest narrowed her suspicious eyes before muttered in concern, "Humans..."


At the scientific laboratory within Golden Jade Palace, both Darkstar and Billy got cuffed and trapped to the metallic beds. Surprisingly, Darkstar's metallic mask was removed. They were hanging upside down, making them dizzy and sick. Couple of scientists and technicians were studying and analyzing them and their anatomies while working and recording on their computers, getting more data and information about them.

Nezha was glaring at both Darkstar and Billy, filled with rage and hatred as he has never forgotten or forgiven them for what their kind has done to him. Suddenly, Death Tactic has arrived and entered the laboratory.

"Grand Admiral Death Tactic..." Nezha said calmly yet coldly.

"Your majesty..." Death Tactic greeted warmly. He turned and looked at two humans, "How curious and intriguing. I look forward to study them again. Clearly, they're far different from the Human War."

Nezha scoffed, "Do as you pleased, Grand Admiral. I want the information that will help us exterminate all of its kind and the greatest enemy to Mystic Realm, and to secure my rule over the Mystic and Equestria."

Death Tactic bowed a bit, "As you command, my lord."

Billy whined, "They're gonna kill us! They're gonna kill us!"

"Shut up, idiot! You're going to get us killed!" Darkstar snapped in anger at Billy. He then saw Death Tactic slowly and calmly approaching them. He spoke, "Wait! Wait! Don't interrogate us! Don't kill us! I'll give you the information willingly for our lives!"

Intrigued by Darkstar's statement, Death Tactic raised his left eyebrow in both curious and suspicious, "How odd yet curious. So, you are willing to surrender the information of your kind and civilization to us? Why would you do that?"

"I don't care of what happen to my world or even my own kind at all," Darkstar said darkly and calmly, "All I want is go to another dimension, where I can get more power and revenge against my enemies. And I promise you that we won't bother you and your land! You have my word!"

Death Tactic hummed calmly, "You surprise me. So, you have no loyalty at all to anyone but yourself. And more, you're quite an ambitious too..."

"I am not convinced, nor do I accept your surrender," Nezha said dryly and darkly, surprising both Darkstar and Billy. He continued, "I rather have a duel with the opponent and earn his surrender than accepting it. There is no honor. But there is one thing I hate more than opponent's betrayal and refused to fight is the filthy and worthless Dreathis like you!"

"What is Dreathis?" Billy asked fearfully.

"Obviously, it's very racism insult. And I believed these ponies hate us a lot," Darkstar said suspiciously yet fearfully. Nezha summoned his Whirlwind Spear, scaring him off. He shouted at once, "Wait! Wait! Please! We're not working for them! Honest! You have to believe in me! I'm willing to give you anything you want! Please, I'm already ugly enough to get beaten and killed!"

"Your majesty," A golden decorated yet demonic armored Elite Guard called out. Nezha and Death Tactic turned to their back. He spoke, "Sir, Grand Commander of Stealth is contacting you. She said that she has the report to make."

"Bring her here," Death Tactic said firmly. The Elite Guard nodded as he placed down the small metallic disk on the floor, activating the hologram of Tempest Shadow. He continued, "Grand Commander Tempest Shadow. Good to see you."

Tempest nodded and bowed humbly, "As to you, sir."

"What do you have to report," Nezha demanded calmly.

"Sir, we have the situation. There're more humans at the Equestria," Tempest reported seriously and calmly. This increased Nezha's anger and hatred of it. She continued, "These five creatures claimed to be the friends of Princess Twilight. They're consisting of a human possessing a watch that turn him into demons, magical female, technological being, mutant and Abyssinian Warrior."

"Human with watch? Magical Female?" Darkstar asked in surprise, "Ben Tennyson and Lovely Gwen."

Billy screamed, "I hate that guy!"

"You know them?" Death Tactic asked curiously and suspiciously.

"Yes." Darkstar said calmly, "And I know all of the aliens as well including one that possessed the ultimate power that controls time, space and reality."

The statement peeked his interest, Nezha narrowed his eyes, "Tell me... Everything, Human. You shall be rewarded..."

Darkstar smirked, "With pleasure..."


After a surprise reunion between humans and ponies, Mane Six guided and led Team Ben across the Ponyville Town for a tour and chatted. They were accompanied by Student Seven, Tempest and squadron of ten Friendship Guards. Ben and Gwen explained the story about their adventure from 12 years old (leaving out the details about Julie being part of it) and 15 - 17 years old adventure.

Twilight and her friends were surprised and amazed by it. Twilight then told her friends about what she and her friends have been through since their last adventure at Ben 10 Universe. This shocked and surprise Ben and Gwen.

"So let me get this straight. The Changelings are all good now and Chrysalis isn't the queen anymore?" Ben asked in surprise.

Twilight nodded happily, "That's right, and it's all thanks to Starlight."

Gwen turned and looked at Ocellus, "You know. I thought there was something familiar about you, even though you're not in black color."

"So do I," Ocellus added, "My father told me about his encounter with human with a watch. He was once part of Queen Chrysalis's squadron to your world before he retired and became the artist."

"That's kinda cool." Ben commented.

Rook nodded, "I agreed, though I actually find difficult to believe that your kind has advanced technological as we are. No offense."

"None taken," Applejack shrugged, "Besides, the technology is done by Mystic Ponies. They're pretty good with it."

Rarity giggled, "Trust me, darling. My boyfriend is the technician and genius behind these kind of technologies. You'll love it."

Pinkie nodded, "Yeah! You'd be surprise and crazy to see their technologies are based on Star Wars and Transformers, and not to mention, most of them are based on video game characters. You'll love them! Trust me, it'll be fun and crazy. But not as crazy and wild as my party!"

"I don't know what is the worse. Couple of crazy talking ponies or them befriending with Ben and Gwen," Kevin grumbled, "I still think these horsies are talking garbage. There is no way that they actually built machines like Star Wars."

"Believe it or not. It's real deal, buddy," Rainbow scoffed at Kevin. She then smacked on his head, "And by the way, we're ponies, not horse! That's the difference."

Fluttershy nodded while said softly, "Yes. Our legs aren't tall as Princess Celestia and Princess Luna."

"Did she say something?" Kevin asked in annoyance.

"Clearly, Fluttershy's quite shy." Rook said calmly, "The trait does fit her name well."

"I'm kinda surprised that you're married now," Gwen said in surprise to Twilight, "Congratulation."

"Aw man. We missed it," Ben said in disappointment, "Wish you could sent us the invitation, so we could come and visit you here."

"Really? I thought you hated it," Gwen commented amusingly.

Ben scoffed, "I outgrow that problem. Like how I did with Mr. Smoothie."

Twilight giggled playfully, "I would have but I don't have a way to get to your world. Sorry. Either way, I'm so happy that you two are here, especially Julie."

"That reminds me. How did you know me?" Julie asked curiously while holding Ship. Twilight turned and looked at her. She continued, "I'd never met you before."

Ben and Gwen yelped in concern. Kevin looked uneasy and nervous while Rook is confused. Twilight looked confuse and worried about Julie's statement. Most of her friends are confused as well.

And just before the princess could explain, Ben gasped in surprise as he pointed at both Castle of Friendship on left and School of Friendship on right.

"Wow. What is that?" Ben asked out loud, with nervous tone.

"Yeah. They're beautiful!" Gwen agreed in surprise yet nervous.

"On the left is Headmare Twilight's Castle of Friendship," Ocellus explained calmly and happily, "While on the right is the School of Friendship."

"Wait? What?" Kevin asked in confusion and shock.

"No way! A friendship school?" Ben asked in surprise.

Rook looked surprise and amazement, "I didn't know there's such a school."

Twilight nodded happily, "You betcha!"

"And you're teaching friendship to other creatures?" Gwen asked curiously.

Rainbow scoffed with a laugh, "Well, that is the point."

"But not just friendship, we teach them tons of other activities and games," Applejack added.

"And it's great and fun for every creature to enjoy and learn," Fluttershy added gently and calmly, "You will love it."

"Lame..." Kevin remarked dryly.

"Interesting..." Rook said calmly, "I could learn something about 'friendship'. It could help the home to befriend with the off-worlders, and also lessened their concerns and fears of them."

"I see someone's started liking the Friendship of School!" Twilight exclaimed happily. She squealed happily, "this is first time to have some humans in my school!"

"So, what are you again?" Bella asked curiously, "You definitely don't look like a human. Definitely, not an Abyssinian."

Rook blushed a bit, "I'm neithr. I'm a Revonnahgander. That means I'm a proud alien farmer and warrior."

"Ooh!" Ocellus said in interest.

Julie sighed, "Sorry for interrupting. But please, Princess Twilight, can you-?!"

Ben interrupted, "Show us around the school? I would love to learn and know more about friendship."

Gwen agreed, "I agreed. It'd be great for us to make more friends."

"BEN! GWEN!" Julie scolded angrily.

"Awesome!" Ocellus commented happily.

Bella groaned, "For Dreathis? Great..."

"Why certainly, darling! We'd be happy to give you the tour. You'll love it here," Rarity commented happily.

Julie groaned while glaring at Ben and Gwen, who whistled innocently and nervously. She then gave a facepalm while Ship and Zed were confused.

Pinkie giggled, "But, what is tour without a little music?"

"Well. This is ought to be good..." Tempest remarked dryly.

"Music?!" Kevin asked in shock and annoyance, "Are you kidding me?! I hate singing, you know!"

Pinkie scoffed as she flicked her fingers at his head, "Relax. Enjoy the music. After all, this is first time for Ben 10 x My Little Pony: Mystic Series Musical!"

Kevin looked shock and confuse, "How did she do that?! Hers is hoof, not fingers!"


The School of Friendship's door was opened, allowing Twilight and her friends to march inside the school. As Twilight began singing harmonically and calmly, she was joined by the rest of her friends. The ponies warmly and happily greeted Team Ben to their school. This surprised and amazed them, though Kevin was extremely annoyed about it.

Twilight: This brand new school of friendship
Is home to everyone

Fluttershy: Everyone's learning how to trust

Pinkie: Everyone's here to all have fun

Rarity then levitated and brought out couple of beautiful and fashionable clothes, and also jewels and accessories for Gwen and Julie to look and try out. Applejack brought out the cups of Apple Cider for Kevin and Rook to try, which shock and surprised them. Rainbow took their drinks away before drinking it. This annoyed Kevin and Rook to chase after her. Fluttershy approached and treated both Zed's and Ship's injuries, as well as giving them to feed and drink. The alienated animals happily pounced and licked on her face happily, making her to giggle.

Ben whistled in amazement of what he saw seeing. He then found Ocellus and Bella joined up with their own team. They placed their hooves and claws in friendship circle, joined by Twilight. Ben smirked proudly and amusingly as he joined in as well. All of them are happy to have him part of friendship circle.

Rarity: With friendship ties that bind us

Applejack: Tighter than the strongest bonds

Rainbow: We're hoof-in-hoof

All: In hand in hoof in wing or even claw


Mane Six continued guiding and leading Team Ben across the School of Friendship. Ben and his friends are witnessing so many ponies were not just learning about friendship lessons, but also befriending and helping each other with problems they're having. And to their surprise, they also found more creatures, other than Student Student, also part of the school.

Twilight: This school is not just for the ponies

Applejack: Also other creatures from far and wide

Fluttershy: And the door will be open
To everyone great and small

Pinkie performed ten instruments in front of Team Ben, joined by chorus of ponies and creatures. They all sang out loud happily and wildly. Rainbow held and hugged both Fluttershy and Applejack close to her. Rarity levitated and placed the friendship bracelet on Team Ben's, though Kevin was disgusted and annoyed.

Pinkie Pie: This school is not just for learning

Students: Also having fun and great time

Rainbow: It's awesome to make and have some buddies

Rarity: Making our friendship magical


Mane Six shown Team Ben to various friendship lessons, activities, events, and even performed how important teamwork and friendship to them such as their Dragon Strike Force teaching and training the students. Starlight helped consulting the students about their problems. Sunset helped students get comfortable in new places. Spike went around the school, checking and making sure everything's alright

All: This school of friendship is for all of us
A place where we belong
Where we all learn to share and trust
The only rule here is to find your way
And friendship always wins at the end of the day


Inside the magical classroom with library, Twilight was standing on the stage that has chalkboard, where many students were gathered and listening to her lecture. Mane Five, Team Ben, Bella and Ocellus were among them.

Twilight: Some things you just can't teach with books
Some things you only know
So trust your heart and let us lead
And your friendship's sure to grow

Called to the stage, Bella and Ocellus eventually performed their friendship and teamwork admirably to everyone. This Rook hugged his friends happily and warmly. Gwen and Julie find it cute while Ben and Kevin were embarrassed and nervous.

Students: And once we master kindness
We will spread it 'cross this land

All: And give the gift that's ours to share
So others understand


Mane Six and their friends guided and led Team Ben to the balcony, where they all were looking at the beautiful land of Ponyville Town, and even found many ponies were befriending and helping each other out. Zed and Ship barked out wildly yet happily and excitably.

During the tour in the School of Friendship, Team Ben met with more warm and friendly greeting and reception from more students, who also shown them what they can do with their talents, teamwork and friendship lessons. They were impressed by it, wishing their world could do the same as this world.

They were gathered at lobby, where Mane Six, Ocellus and Bella were having group photo together with them. As soon as the photo printed out, Twilight passed them to Team Ben.

All: This school of friendship is for all of us
A place where we belong
Where we all learn to share and trust
The only rule here is to find your way
And friendship always wins at the end of the day!

"So, what do you think? Do you like it?" Pinkie asked happily.

"Lame..." Kevin commented bluntly, annoying the ponies and students. Gwen nudged Kevin's chest, "What?"

"That was rude," Gwen said dryly.

"Either way, that was amazing," Rook commented, "Are singing and dancing part of your culture?"

"Yes, siree!" Pinkie cheered happily.

"I'm glad that everything's over. Can we get back to our discussion? Like how did you know who I am?" Julie asked impatiently. Ben was about to interrupt, but she placed a finger on his mouth, silencing him, "Don't you even try to make another excuse, Benjamin-Kun! I want to listen to her explanation."

Twilight raised her right eyebrow in suspicious and concern, "Okay. I'm kinda surprise that she doesn't remember me."

"Can you explain, please?" Julie pleaded.

And just before Twilight could explain, Team Ben and their friends heard a school bell ringing out loud, surprising them a lot.

"Oh no! We forgot about our class!" Ocellus exclaimed in realization, "We're gonna be late again!"

"Shit! No kidding! The Fighting Club!" Bella exclaimed in concern.

"What is this about?" Ben asked in surprise.

"Martial Art Lesson. We'd better go before Shadow Dragon throw the fit at me," Ocellus said in concern.

"Mostly at the Dreathis." Bella said with a scoff, annoyed Ocellus.

Bella and Ocellus rushed off at once to their class. This reaction surprised and shocked Team Ben.

"Fighting Club?" Ben and Kevin asked in surprise.

"Martial Art," Gwen and Rook corrected.

"Who cares?! I've gotta see it!" Ben exclaimed happily.

And just before Julie could protest, Ben grabbed and dragged her along with him, following after Bella and Ocellus to Martial Art Club. Mane Six and the rest of Team Ben followed them as well.


Back at the Golden Jade Palace's throne chamber, Darkstar and Bill have agreed to cooperate and provide the information of Ben 10's Alien Powers to Nezha and Death Tactic. And in-return, they will be freed and gain some interesting powers and technology. To Darkstar, his facial was restored to handsome looks and gained more powerful dark energy.

"Yes... Yes... Yes!" Darkstar exclaimed happily as he was looking at the mirror's reflection of his handsome face. He even looked at his hand, energized with dark powers. He sighed, "Incredible. I feel so much powerful and stronger as before! And also, got my good looks. This feels almost like I'm back at Ledgerdomain's! Thank you, sir."

Billy groaned in disgust while tinkering and weaponizing his armor, "Who thinks like that?"

"Don't get use to it, human. I only work with you because you have provided me the information I need for my ambition," Nezha said firmly and seriously, "Rest assure. If I find out this is a deception-!"

Darkstar spoke up firmly, "I assure you, your majesty. Alien X is the alien you can use to change the world, but be careful of their powers. From what I heard, it has three minds to debate the course of action that could change everything. Beware of it."

"Your warning is not necessary, Human," Nezha said firmly and calmly, "I can handle it. I've fought and defeated powerful and strong opponents. This is nothing..."

"That makes me wonder..." Darkstar said calmly, "Why do you hate humans? What did they to you?"

Nezha turned and glared at Darkstar and Billy, who were nervous and worried of what he will do next. He then narrated the story behind his hatred on Humans. He has never forgotten of that fateful day, which turned him into hateful yet powerful warrior today.

Nezha: The humans are the reason what make me today
The humans destroyed the lives
I was a boy who escape the cruel fate of death but no one got away

Nezha recalled how he was captured, tortured and experimented by humans for conquest on Equestria. He was scared and worried to fight back, despite him being Mystic Pony. His father stood up and face the oppressors while defending his family.

Nezha: I was among the victims as the humans cornered all
I'm nothing but a frightened little boy
My father standing up to the oppressors on that fateful day
He shown no fear till his end

Nezha gritted his teeth in anger, remembering his father was defeated by them. But nevertheless, he remembered that he must not fear the humans, and must fight back with everything he has to avenge his family and protect his kind.

Nezha: Fear No Humans
Fight them with fire
And soon my pride will be victor
I'll have my revenge
Their kind will fall
A retaliation is a simple thing

"I heard the slaughter. I heard the screams." Nezha said dryly, scaring Billy while amused Darkstar. He continued, "But its the silence after I remember most."

Nezha hasn't forgotten of what the humans have done to both his parents and himself. They indeed have tortured and experimented him, cost his body. Despite the heavy losses and pain, his parents advised him to be strong and brave, not let the fear stop him. Though they died, Nezha managed to escape and lived for his revenge.

Nezha: The world stopped breathing
And I was no longer a flesh
My father shook his head and told me to be brave
My mother said I must live and win
And they died for me, but I will keep my promise to them
To honor my family's name

After the escape, Nezha remembered the very day he returned home safely. The Mystic Ponies did everything they can to save his life by turning him into a powerful armored yet mechanical warrior. He then led his army to slaughter and kill every last of human kind, causing most of them retreat and return home safely before they get slaughtered.

Nezha: Fear No Humans
Fight them with fire
And soon my pride will be victor
I'll have my revenge
Their kind will fall

Nezha sighed as he turned and looked at Darkstar and Billy. He gave his angry and serious yet ambitious looks that he will find and kill all of humanity.

Nezha: I will do whatever necessary to fulfill my destiny
I'll destroy all of the Dreathis filth.
Retaliation is a simple thing

"Tragic, isn't it..." Death Tactic said sadly.

Billy hissed, "Man. That is sad story if I actually cry at all..."

Darkstar smiled, "Rest assure. I will help you take revenge against them. As I've said before, I have no loyalty to them at all."

Nezha hummed suspiciously, "We shall see, Darkstar. Is there anyway we can make Ben 10 bow and serve under me?"

Darkstar smirked sinisterly, "If there's a hero, there's a damsel, which will weaken and forced him to obey you, sire."

"Just like Shadow Dragon and Twilight?" Nezha asked curiously. He scoffed, "How amusing..."


Upon arriving to their dojo, Bella and Ocellus entered the classroom at once. They then found most of the students firmly and seriously practicing and engaging wooden man posts. They all sighed in relief that they have made it in time.

"Good thing that Shadow Dragon Sensei's always good at coming late," Bella commented in relief.

Suddenly, Ocellus and Bella heard a loud thud, making them very nervous and worried, fearing that someone was indeed waiting for them. They turned back and found a familiar pale Earth Pony with spiky mane and tail stood before them. He gave them a stern glare.

Bella gulped nervously, "I'm guessing you were waiting from the ceiling, sensei?"

"Your awareness is getting sharper than before," Shadow Dragon commented humbly. He sighed in annoyance, "But I am still disappointed in you two. You're always punctual for my class. Looks like, you have detention class later."

Ocellus and Bella groaned in disappointment. They hated going to Lockdown's detention as it is worst punishment for them to face.

"Lighten up, Shadow Dragon, it wasn't their fault," The soft gentle voice spoke, attracting Shadow Dragon's attention. He turned and found Twilight and her friends standing before him. She approached to him, "It was mine. I asked them to do special assignment to do. So, no need to send them to detention. How about it?"

"Fine..." Shadow Dragon said dryly with a sigh. Ocellus and Bella sighed in relief before approached to wooden man posts for practice. He approached and smiled at her, "Good to see you here, Beautiful Blossom..."

Twilight giggled, "To you as well, Handsome Warrior."

Shadow Dragon and Twilight gave each other a gentle nuzzle before giving a passionate kiss. Mane Five laughed a bit to see them being lovely birds. Gwen and Julie awed a bit. Ben, Kevin and Rook were a bit of annoyed by the scene. Zed and Ship were confused.

"That would be..." Ben asked curiously.

"Shadow Dragon. Twilight's lover and husband. He's a Mystic Pony, and also the Master of Dragon and Serpent Martial Arts." Applejack answered, "Aw. Look at them. They looked so adorable and cute together. They make a quite the couple."

Rainbow groaned a bit, "Yeah. If they hadn't make me a bit too sick."

"It sure is," Gwen agreed, "Kinda reminds me of Ben and Julie."

"You're sure you're not talking about us," Kevin asked curiously.

Gwen nodded, "I am certain."

Departing from kissing, Shadow Dragon noticed Ben and his friends were standing in front of his dojo's entrance, "These are?"

"These are my Human Friends that I've told you about from another adventure in another universe," Twilight said calmly, "Ben Tennyson, his cousin Gwen, his girlfriend Julie, and these two are new - Kevin and Rook."

Shadow Dragon smiled and bowed humbly, "It is an honor to meet you all, Humans."

Ben and his friends bowed. He spoke, "An honor to meet you too, Master Shadow Dragon."

"Just call me 'Shadow Dragon', only my students are allow to call me 'Master', 'Sifu', 'Senpai' and 'Sensei'," Shadow Dragon said humbly and calmly. He continued while looking at Ben, "Twilight told me a lot about you, Ben."

"She did?" Ben asked in surprise. He then cleared his throat, "I mean she did. I did save the universe billion times. It's no big deal. After all, I'm the best and greatest hero the Earth has ever had. Not to mention, I'm good looking guy."

Team Ben groaned in annoyance to hear his bragging again. Mane Five especially Twilight was surprised, though uneasy about Ben being arrogant. Students chatted and muttered in surprise by his claim. Student Seven were a bit of concern and annoyed by the claim.

"Really? You honestly think I would believe that? Shadow Dragon asked in annoyance, shocking and surprising Ben. He continued, "'Saving the universe billion times' to my hoof! There's no way people can achieve that."

"Hold up! Are you saying I'm a liar?!" Ben asked dryly and angrily. He shown his Omnitrix to Shadow Dragon, "Not sure if Twilight told you, but I've got an Omnitrix. Got the tons of aliens in it. It helped me use them and their powers to beat the bad guys and save the day. Think I make that up?"

"Really? So, your watch allowed you stealing and using alien powers to save the world?"

"I wouldn't say 'stealing' and 'using'. It's just part of the watch. That's all."

"Right. Unlike you, I'd never steal and use alien powers. I've gained and earned the skills through training and experience to fight ans save the day. In fact, I worked together with my wife, my friends and family to save the day! I bet you don't well with your team!"

"Hey! Of course, I do. I am what the team needs! Without me, there won't be an earth."

"Right. You're indeed an arrogant, selfish and stupid kid, who just want to be famous." Shadow Dragon remarked dryly, annoyed and angered Ben a lot. He scoffed, "For me, I used my powers carefully and take the matters seriously."

Ben groaned, "Oh yeah? You think you can do a better job, Mystic Pony?"

Shadow Dragon scoffed, "In fact, I do. As protector and heroes, we do our job, not showing off and become famous. And of course, we depend on and help each other to save the day. But for you, Ben; without the Omnitrix, you're nothing but hopeless and pathetic human."

Ben groaned, "Okay, that's it! I'm gonna-!"

"Enough!" Twilight shouted firmly, silencing everyone. She continued calmly and firmly, "You two need to knock it off. In fact, I don't care who is better. You two are heroes. So, why don't we just calm down and settle the situation calmly."

"She's not wrong," Gwen agreed calmly, "This argument is pointless, you know. Plus, we're guests and visitors here."

Ben and Shadow Dragon gave some thinking of what Twilight has said. They both smirked amusingly yet slyly as they have the idea.

"You're right, Gwen. It is pointless," Ben agreed calmly, pleasing Gwen. He then raised his Omnitrix up, "So, why don't we settle this in a fight? Time to show the world of who's the real hero? How about it?"

Everyone was shocked by Ben's proposal. Twilight hissed, "You know that is not what I mean, guys. When I said 'settle the situation', I mean to say-!"

Shadow Dragon scoffed, interrupting Twilight's concerns, "If this helps me to shut you up, fine by me. Believe me, Ben, I am one Mystic Pony that you don't stand a chance against me."

"Whatever. You're not the first guy I have to fight. I won't go down easily," Ben said proudly as he activated and slammed his Omnitrix, turning him into Karate Hawk, "It's Hero Time!"

"Seriously? 'Hero Time'?" Shadow Dragon asked in annoyance. He stood up in two hind hooves while his left hoof place on the front and right hoof on back. He declared, "Blazing Dragoon-Serpent Master - Shadow Dragon! Battle Station!"

Karate Hawk scoffed, "Lame. Let's kicking it!"

Karate Hawk charged and engaged Shadow Dragon, who swiftly and quickly in blocking and deflecting the punches for few times. The hawk-like alien got distracted in punching at him, Mystic Pony dodged down before stroke four times of punches on chest before kicked him off. Recovered from the surprise attack, Karate Hawk squawked, thrust another punch at him. Shadow Dragon grabbed and held his arm down before thrust his hoof at him. Karate Hawk blocked the attack. Shadow Dragon smirked as he quickly grabbed on his left leg, flipping Karate Hawk over before dropped to the ground.

Karate Hawk groaned in frustration, getting up and fiercely engaged Shadow Dragon, who swiftly used his elbows and hoof to block and deflect the attacks, and used his hind hooves in kicking on both his legs and chest. Everyone was in shock and amazed by duel.

"There is no way that Dreathis could beat Sensei," Bella remarked amusingly, "There's no one can beat him. He's invincible."

Tempest scoffed, "Not quite. Some of Dark Mystic Ponies including Demon Generals, Maul and Dark Curse have beaten him before. And of course, I also fought him once. I would have won if that stupid fox hadn't interrupt my fight."

"Either way, Ben shouldn't have challenge him. He'll be defeated..." Ocellus said in concern.

Bella scoffed, "It's his loss. Stupid Dreathis."

Ocellus grumbled, "I hate that word..."

"Wait a minute. That move? Is that Wing Chun?!" Gwen asked in surprise.

"Wing Chun? What's a Wing Chun?" Everyone sans Gwen, Rook and Julie asked.

"It's one of Kung Fu Self-Defense Martial Arts for quick arm movements and strong legs to defeat opponents. It's also flexible and relaxed techniques to use." Gwen explained, "I've always wanted to learn that move."

"I see." Twilight nodded in understanding, "Shadow Dragon favored and used 'Blazing Dragoon-Serpent' Style in battle because his father, cousin and Grandmaster Zhao Long taught him that style."

"Think he can teach me?"

Twilight hummed in concern, "That depends if Ben doesn't crush my husband too hard."

Watching Karate Hawk struggled to fend off Shadow Dragon's attacks, Gwen hissed in concern, "I don't think that'd be a problem for your husband. On other hand, Ben's not really good at martial arts."

Karate Hawk yelled as he tried to launch another counterattack but easily blocked and deflected in three times by Shadow Dragon. Mystic Pony grabbed and pulled him down, tripping him off. He yelped as he was about to fall on the trophy shelf. Shadow Dragon quickly grabbed Karate Hawk's right leg, preventing him falling down.

"Watch the trophies!" Shadow Dragon scolded, "They belonged to my family's and master's trophies!"

"What about yours?" Karate Hawk asked curiously.

Shadow Dragon scoffed, "I don't need to show mine because I'm not important. But they are. They are the ones, who helped and trained me at the best. I can bet that you don't care about yours when they helped and trained you."

Offended by Shadow Dragon's insults, Karate Hawk squawked out loud as he spun himself around. He began struck out his punches at him, but easily and firmly blocked yet again for three times. Using his elbows, Shadow Dragon hit his opponent by face, followed by chest before going around his back before strike back.

Karate Hawk yelped in pain as he turned back and engaged the Mystic Pony, who firmly and fiercely launched multiple punches against the chest, weakening and wounding him a lot. He then tripped his left leg before knocking and pushing two legs aside, pushing him down hard. Shadow Dragon then gave a furious punch on his face.

"Had enough?!" Shadow Dragon demanded firmly.

Karate Hawk grunted, struggling to get up, "Buddy, I'm just warming up!" He hit his Omnitrix, turning him into Rath. He roared out loud, scared most of the ponies, "RATH! Let me tell you something, Shadow Dragon Sensei! You think you can win this fight?! Think again! Rath's gonna show why I'm the greatest hero in the world! Rath's gonna tear your apart!"

Shadow Dragon scoffed, "Once again, you have proved me right. You have no skill at all, Ben. You're nothing without Omnitrix. Are you afraid to admit losing to me? Is your pride that important to you?"

"Dude, is he crazy?!" Kevin asked in concern.

Rook nodded in fear, "Rath's power is pure rage and will fight on until he killed his opponent. Shadow Dragon has no chance against him!"

Offended by insults, Rath roared in anger, "SHUT UP! I'M GONNA SHRED YOU TO PIECES, YELLOW PALE JERK!"

Hurt by insults, Julie gasped, "Ben!"

"Ben, that was horrible!" Gwen scolded Ben angrily, "No! That is racism! Shame on you!"

Rath roared in anger, "Who cares! I wanna win! I wanna prove that I'm the greatest hero of all time! No one will ever best that, ass!"

Rath charged straight at Shadow Dragon. And just before Mystic Pony could do anything, the wild tiger alien slammed him straight against the wall. He rammed him against the wall before launched powerful and fierce multiple punches against his chest and face until he got bruised and bleed out a lot.

Everyone got worried and scared of what they just saw. Most of the students chatted and muttered in concern of what they just saw. Bella was disgusted and angered while Ocellus was in shock and scared of the battle. Tempest remained silent and firm.

"Ben, stop! You're killing him!" Twilight shouted in concern.

Gwen nodded fearfully as she and her friends moved out to stop Ben from hurting and killing Shadow Dragon. Gwen used her magical bubble around his head, Kevin and Rook held his hands back and Julie held him back around his neck. Twilight and her friends also tired to pull him away.

"Ben, stop it!" Gwen demanded.

"It's over now!" Julie exclaimed in concern, "Stop it!"

"No, I'm not!" Rath roared in anger before slammed both Kevin and Rook at each other. He then grabbed and thrown Julie at Gwen to the ground. He snarled, "Let me tell you something, buddies and ponies. My fight with this jerk is not over! When I said it's over, then it's over! I'm gonna kill this yellow pale pony for good." He then grabbed and held Shadow Dragon's face up high, "Rath's gonna prove him that I'm the greatest hero, unless he give up! Ready?!"

Shadow Dragon grunted in pain, "You're... No... HERO!"

And just Rath could do anything, Shadow Dragon raised his right leg up before struck down on his head, making him dizzy. The Mystic Pony gave a loud battle cry as he began the barrage of punches and kicks against the Appolexian, who struggled and tried to grab and attack him but missed it and being pushed back.

With him being dizzy, Shadow Dragon quickly kicked him three times until the hero got rammed against the wooden man post. He then fiercely and swiftly launched the barrage of punches, karate chops, elbow strike and kicks at Appolexian's head, neck, chest, back, limbs, hands and legs. Receiving a lot of bruises and injuries around his body, Rath groaned and moaned in defeat and exhaustion. Shadow Dragon ceased his attack while glaring at injured Rath, who growled and snarled weakly and painfully, desired to fight on.

"L-L-Let me... T-Tell you... I'm... not down..." Rath grumbled painfully, "Rath's... Rath's... The best hero! You're... You're... Loser... Big... Loser..."

Annoyed and frustrated by Rath's insult, Shadow Dragon armed with his hoof, readying to finish him off. Rath closed his eyes, ready for his defeat. He launched the punch out, aiming his punch straight at the throat. Everyone shouted and pleaded him not to do it.

Luckily, Shadow Dragon halted his punch in time while glaring at Rath. The Appolexian opened his eyes while looked at him in shock and surprise. He lowered down his hoof while glaring at him.

"W-What are you waiting for?! Finish me!" Rath asked in annoyance.

"No. This fight is over, Ben." Shadow Dragon said dryly before spitted some blood out. His statement shocked Rath. He sighed, "In fact, we both lose. No one wins."

Surprised and confused as Rath turned back into Ben to ask, "What do you mean?! I don't get it."

"We weren't sparring. We were trying to kill each other. All this for the sake to see who is a better hero. I'm ashamed of myself." Shadow Dragon snarled a bit of pain. He turned and glared at Ben, "But you should be ashamed of yourself too for going too far..."

While confused of what Shadow Dragon has said, Ben turned and looked at Team Ben. They were all disappointed and disgusted while Julie was hurt and upset. And just before he could do say anything, she turned and ran off at once. Ship went after her. Ben quickly followed her as he has to make up for what he has done to her.

And just before Gwen, Kevin and Rook could move out; Belle cried out angrily, "Dreathis! Dreathis freak! Shadow Dragon wins! You're sore loser, Dreathis!"

Mane Six and Shadow Dragon were alerted by her shouts. And soon, the students also joined to shouts and called out 'Dreathis' at Team Ben. They were confused yet worried and uneasy about it. However, Ocellus was furious and angered by it.

"Will you shut up, Bella?! Do you even know what you have done?!" Ocellus shouted angrily, shocking the class and even. She continued with tears of anger and pain, "You should be ashamed of yourself! Calling out names to some species you don't like! Thinking that you're better than them! Well, you are not! You're worse!"

Bella was in shock and stunned by her friend's words, "Ocellus, h-how could you say that?! You saw what he did! You know what he's capable of! He could have killed Shadow Dragon! He's no better than anyone else at all! Like my brother has said, humans are filthy dangerous monsters! He deserved to be called 'Dreathis'!"

"What about me?! Do I look like monster?! Don't I deserved to be called that because how monstrous and terrible I am for what I've done before?!"

"What! No! You don't! Why would you think that?!"

"Because that kind of word hurts me a lot," Ocellus exclaimed angrily yet tearfully. It shocked and worried Bella. She continued, "That word's maybe for humans, but it still hurts me. Because it related to what we were before. And it's very hard for me to forget and move on. I hate that word a lot..."

"Ocellus... I..." Bella said in shock. She looked down while hissed in shame and anger for the moment. She looked up and approached Ocellus. She gave the Changeling a comfort hug, "I'm so sorry, Ocellus. I really am. I didn't mean to."

Ocellus cried tearfully, "I know... I know... It still hurts..."

Both Bella and Ocellus continued hugging warmly and comfortably. The students remained silent while showing worried and upset looks. Mane Six and Shadow Dragon sighed in concern.

"This 'Dreathis'..." Rook asked in concern, "Does it related to racism?"

"Wait? How'd you know?" Kevin asked suspiciously.

Rook sighed, "I've encountered some ponies. And I presumed them to be Mystic Ponies, call me 'Dreathis'. I can't shake the feeling that I felt insulted and offended by the word, despite never heard of it before."

"That's because it was designed with a curse, hitting and breaking both human's spirit and heart until he is at the lowest point where they can no longer fight back and become slaves," Twilight explained seriously yet angrily. She sighed, "Oh for Celestia's sake, this racism nonsense gotta stop. In fact, someone need to dethrone and replace that asshole! He's gone too far."

"Who is this asshole?" Kevin demanded.

"Nezha Vengito," Shadow Dragon explained seriously, "That guy hates the humanity a lot since the beginning of Human War. They hunted, tortured and even experimented him and his parents, causing almost their lives but he survived. Now he is more machine than pony, filled with anger and hatred to both humans and demons. He will find and kill them."

"From what I heard, he eats their meats. Who does that?" Pinkie asked in confusion.

"Oh my god..." Gwen said in concern and worried.

"Damn. Worse than my childhood," Kevin commented.

Twilight nodded, "Worse than anyone's else. Nezha's showing no mercy to anyone especially the Humans. And believe me it's not good either. Best that none of you go to Mystic Realm. My buddies from another realm almost got killed if not for Tempest."

Rook looked shock and worry, "Damn it. What kind of the world is this..."


After what happen from the fight; Julie continued running away in both angry and upset, along with Ship followed her. Ben was chasing after them both across the school. They both arrived at the lobby, where he managed to catch up with her.

"Julie, wait!" Ben called in concern.

"Get away form me," Julie scolded angrily. Ben quickly grabbed and turned her to him. She slapped his face hard, "Do you have any idea what you just did?! You think you're talking bad at him, but how you said to him affects me. It got me mad."

Ben hissed while rubbing his slap marks before sighed in shame, "I know. And I'm so sorry. I didn't mean it. You know that."

"That's not the only thing got me mad. You're hiding something from me. Billy. Malware. And now Twilight. They all know who I am but I don't. It's like something or someone erased my memory! I tried to find answers from computer, but found nothing about our relationship and why you ended your hero in that time. And every time I asked Twilight about this, you purposely make her to elude my question! You know something. And I want to know what and why! Tell me now, Ben."

"Julie, I-!"

"Tell me now! I want the truth now! Please..." Julie demanded angrily yet upset, scaring Ben off. Though wanted to tell her the truth, he looked down in shame and guilt over what happen 5 years ago. She sighed in upset, "I shouldn't have known. Shadow Dragon was right about. You're always selfish and arrogant. I thought I knew you better. See you later, hero..."

Julie pushed Ben aside. She turned and walked towards the entrance door, exiting it. He sighed in shame before looked away from it. Unknown to any of them, Tempest has seen everything from the balcony. She then activated her com-link.

"My lord, just as we planned..."


After running away from Ben, Julie was sitting alone on large rock, looking and glaring tearfully and angrily at the lake. Though she was extremely upset and angry at Ben's refusing to tell her the truth, she can't help but feel guilty and hurt like she did wrong, which she couldn't understand what and why. Nevertheless, she cried in tears. Ship stayed close to her for comfort.

"Julie? Is that really you?" The childish voice asked in surprise, alerting Julie. She turned and found Nyx stood before her. While she was confused and uncertain, the black filly gasped happily as she jumped and hugged her, "It is you! I knew there's something familiar about you! Welcome to Equestria."

"W-Who are you?" Julie asked in confusion.

"Y-You don't remember me? It's me - Nyx! You hugged me too tight because I was cute."

"Oh... Uh... I'm sorry. I don't remember."

"What?! How?!"

"I wish I knew. I wish I knew. I... I just can't get them back now..."

"Maybe... Maybe I can help," Nyx said calmly. Julie turned and looked at her. She continued, "I have a spell that could restore the memories, though it might sting a bit."

"Really?!" Julie asked hopefully, Then, do so now! I need to know. I have to remember now!"

Though reluctant and worried about decision, Nyx sighed in defeat as her horn lighted up. Julie lowered down before her, the black Alicorn placed her horn on forehead, creating a spark on it. It gave a powerful electrical shock on her, making Julie yelped in pain and fell on the ground hard.

Julie groaned in pain while slowly getting up from the ground. And at the same time, she began to have some vision of her lost past including the very day that she gave Ben a kiss before her mind wiped out. She gasped in shock before pouring more tears out.

"Oh, Ben... W-What have I done? How could I?! I-I thought... I'm so sorry, Ben for everything I said about you..." Julie asked tearfully and shamefully. She sighed before looked at Nyx, "Nyx, thank you, my little pony."

"Glad to help," Nyx commented in relief.

Found shadow looming over her and Julie, Nyx gasped with fear and worried looks. Julie noticed the look. She whistled to Ship to jump and merge together with her. She turned into Armorstrike. She turned and tried to punch but instead, she was held down by powerful Darkstar, who smiled at her.

"I've been looking for you, Yamamoto. And the Emperor wish to see you now."


Ben was alone, sitting down on the balcony's bars. He looked upset and disappointed due to him has hurt Julie. He then looked at some couple ponies were dating, chatting, laughing, playing and so on. He began singing sadly about his cowardice and weak to tell her about his history with her and others.

Ben: Am I a hero?
Would they understand that
If they know my struggles
Still, I can't run from my past
It's enough
Gotta tell the truth, I can't ignore
Even if it means our love will end
Even if she walks away from me

"Where have I heard that sad story before?" A familiar voice asked calmly. Ben was surprise as he turned and found Shadow Dragon arrived and entered the scene. He continued, "Relax. I'm not here for a fight or a lecture. Just want to tell you that I know how you feel."

"Really?" Ben asked in surprise, "You have relationship and heroic problems in this world?"

"Obviously. No one's perfect like a fairytale. Twilight and I, and even our own friends aren't perfect; but we both loved and cared each other so much, and do anything to help and protect, no matter the cost."

"Wow. That's something. Still you were right about me, SD. I'm such a jerk, all because I want to prove that I'm the best hero. But instead, I lost her because of my ego and attitude when I said bad things that hurt Julie. I'm such a racist jackass."

"That's true. But I don't believe you're racist. You just lost your temper because you hate losing. I'm sure you'll make it up."

"You think she'll forgive me for hiding the truth?"

"I don't know why you did it. But I'm sure that you want to protect her from danger or the things you could never forgive yourself."

"Wow. You sounded like you know me a lot."

"Would you believe that you and I aren't different?" Shadow Dragon asked calmly. Ben turned and looked at him. He continued, "I was like you. Arrogant and proud hero, who thinks he's the best the team and world need. However, I've made some mistakes and done some terrible things. So, I have to face my consequence. Eventually, I'm trying to make amends and helped ponies. And in the end, I reunite with my friends, my family and found my love and gain a new family. That's my reward."

"Wow... I guess you're not wrong," Ben said in surprise. He sighed, "You're right. It's time to make the right decision."

"That's the spirit," Twilight said calmly. Ben and Shadow Dragon turned and found Mane Six and Team Ben stood before them. She smiled, "We'll be there for you. After all, we're friends."

Gwen nodded, "She's right. I'm sure Julie will understand why you did it."

"Thanks guys..." Ben said in relief.

"Mummy! Daddy!" Nyx's voice cried tearfully. Everyone turned to their back, found Nyx and Ship have arrived at the balcony. They were bit of bruised. Twilight and Shadow Dragon got alerted and asked her if she was alright and what happen. She hissed, "I'm fine! But Julie's been kidnapped by some creepy guy called 'Darkstar'."

Team Ben gasped in concern. Kevin groaned, "Darkstar!"

"Why would he go after her, not me? I'm his real target," Gwen asked in concern, "Why her?"

Nyx groaned as she shown the damaged recorder disk. It revealed the hologram of Nezha in front of everyone. Team Ben was confused while Mane Six and Shadow Dragon grunted a bit to see him.

"Nezha..." Shadow Dragon said dryly.

"Greetings, Shadow Dragon and Twilight. I know you're harboring the Humans in your city. I want Ben Tennyson to surrender Alien X to me," Nezha said dryly and darkly, "Come to my palace if you do accept the agreement. If you refused, I shall execute the Human for trespassing our realm. Rest assured. I show no mercy to Dreathis like you."

Everyone looked worry and scared of the latest situation. Team Ben looked shock and surprise to see that Nezha able to find out about Alien X. Mane Six and Shadow Dragon looked worry and uneasy as they do not like where would it lead them to.

"It's a trap..." Shadow Dragon said in concern, "And something tells me that Alien X is the most powerful alien you have."

Ben nodded fearfully, "Yeah. It is. There's no telling he wants to do with him. But what choice do I have?"

"You're not alone," Twilight said firmly, "We're in this together."


At the Golden Jade Palace's dungeon, Julie was beaten up badly and was locked up by cuffs inside the prison cells. Nezha, Death Tactic, mysterious masked warrior, Darkstar and Bill were glaring at her. She grunted in pain before glared at them.

"If you think that threatening me will force Ben to give Alien X to you, think again," Julie snarled angrily, "Once he entered that form, he will crush you!"

"I'm counting on it. I look forward to destroy Dreathis especially eating their flesh." Nezha said cruelly and darkly, scaring Julie. He turned to his companions, "Prepare for their arrival. I will have that power to control and change the realities. Commander, keep your eye on her."

"As you command," Masked Commander bowed humbly.

"And we get what we want?" Billy asked hopefully. Nezha turned and glared at him. He yelped, "I'm sure we can do it!"

"We will help you and you'll give us what we want." Darkstar said calmly.

Nezha smirked slyly, "Indeed, you will..."

Nezha and his companion turned and moved out at once, leaving both masked commander and Julie to stay behind. Julie hissed angrily while crying tearfully, feared that Ben would be walking into a trap and get killed because of her. She began singing tearfully and shamefully.

Julie: Had I've known my forgotten past,
Not letting anger and hurt blinding me
Now the enemy used me against my friends,
Leading him to his cruel fate
But now, I've gotta find and save them
So come on and try
Try to stop me from protecting him

Thinking of what would Nezha to her friends, Ship and Ben; Julie gave the scream, shocking and surprising masked commander and her soldiers. She then sang out loud.

Julie: I won't stand down, I'm not afraid of you
Won't tremble when you threaten me
I'm not the type of damsel you know of
I won't stand down!

Julie turned and glared at the guard ponies, she continued singing firmly and determinedly as she refused to bow and stand down. She'll find a way to get out and saved her frieds.

Julie: Try to lock me in this cage
I won't watch my friends lay down and die
I will breakthrough this prison
And will fight till the end of the line
Hear the echoes saying I
Won't be standing down
'Cause I'll keep on fighting to protect my friends
Don't you underestimate me
'Cause I know that I won't go quietly
You'll know that I won't stand down
I won't stand down!

"Impressive," The masked commander said calmly and firmly. She then quickly knocked the guards out. She then removed her mask, "You remind me of someone I know of. Despite the defeat she suffered, she refused to surrender."

Julie gasped, "Y-You?!"


Using the Mystic Portal; Shadow Dragon, Twilight and Ben have arrived at the Golden Jade Palace. They then marched straight into the palace. They were heading straight to the throne chamber, where Nezha was sitting down his throne chair, accompanied by Death Tactic.

"So, this is great Ben Tennyson?" Nezha asked curiously. He scoffed, "Look like another Dreathis to me. I could have taken them at ease."

"My lord, do not underestimate the opponent," Death Tactic said firmly.

"Where is she?!" Ben demanded in anger.

"Do you have what I want first?" Nezha asked firmly.

"Why do you want with Alien X? Do you even realize how powerful and dangerous he can be?" Ben asked angrily.

Twilight nodded, "Based on what I understand, Alien X is like the god of the universe. If you use or abused its power wrongly, it could bring unspeakable destruction to the multiverse. Please, reconsider about it. You'll destroy everything."

"Believe me. No one can control that power, not even me," Ben added.

"I'm not asking your opinion," Nezha said dryly and darkly, "I am demanding it."

"Nezha, don't do this. Revenge won't bring your family back or even restore your body," Shadow Dragon said firmly, "Are you willing to use that kind of power for revenge?"

Nezha scoffed, "I am willing to exterminate my hated enemies for peace, justice and security to my kingdom. If you will not hand that power to me, then that filthy Dreathis Woe will die because of your arrogance and selfishness, 'hero'."

Angered by insult, Ben hit his Omnitrix, turning him into Humongousaur. He then grabbed and slammed Nezha against the chair, alerting everyone by his attack.

"BEN!" Twilight and Shadow Dragon exclaimed in concern.

Humongousaur snarled at Nezha, "I'll kill you for this, Nezha!"

Nezha smirked, "We shall see, weakling..."

Nezha screamed in anger as he unleashed his powerful Death Beam in blasting off Humongousaur. Armed with his Whirlwind Spear, he swung his, striking down and injuring the giant dinosaur-like alien, who missed and struggled to take him down. He hits his Omnitrix, turned him into XLR8, which allowed him to keep up the pace and attacked Nezha, who firmly and strongly repelled and fight back against him.

Shadow Dragon and Twilight were about to assist them, but instead, they got blasted by dark energy blasts. They both dropped to the floor hard. As they were about to get up, they got hit again. This time, their energy and powers have been drained down and absorbed by Darkstar. He was accompanied by Billy in his armor suit.

"So, these are the ponies posing threat to Nezha?" Darkstar asked amusingly. He scoffed, "How pathetic."

Billy nodded, "Yeah. We could have taken them down at ease. You two are alone to finish us off."

Twilight scoffed weakly, "Whoever said we're alone?"

And just before Billy could asked, something or someone dashed in to knock him and Darkstar away from Twilight and Shadow Dragon. As they recovered from the surprise attack, they both looked up and found Mane Six and the rest of Team Ben stood besides with Twilight and Shadow Dragon. They then helped them up at once.

"We have friends helping us," Shadow Dragon said firmly.

Twilight nodded, "We're on this together."

"Please. You're not seriously thinking that your 'magic of friendship' actually can defeat us?" Darkstar scoffed with amusement, "Pathetic. I have gained the power of Mystic Magic. You don't-!"

POW! Rainbow charged and punched at Darkstar's face, knocking him straight to the walls hard. Billy panicked in fear and worry. And just he could attack, Pinkie fired her Party Bazooka at him, throwing him off as well.

"Always the same. Talk too much," Rainbow said confidently.

"Eeyup. They need to learn to shut up," Applejack said firmly. She turned and found Nezha was fighting fiercely against Ben as Four Arms, who struggled to fight back. She hissed, "Twi. Shadow Dragon. You both better help them. Don't think he can handle him. We'll take care of these jokers."

Twilight and Shadow Dragon nodded firmly. They both turned and headed to assist Ben to fight off Nezha. The rest of Mane Six and Team Ben turned and engaged Death Tactic, Darkstar and Billy. Gwen teamed with Fluttershy and Rarity to fight off Darkstar. Kevin joined with Rainbow and Pinkie against Billy. Rook and Applejack cornered Death Tactic.

Darkstar scoffed amusingly as he unleashed Dark Energy Blasts at Gwen, Rarity and Fluttershy. Both ponies yelped in fear as they both ran behind the Lucky Girl, who summoned and used her Magical Barrier to block and deflect the blasts, and also fired the magic blasts at him. He easily blocked and absorbed the magical blasts. And at the same time, he glowed brightly as he has grown stronger and powerful. He got distracted due to Lucky Girl jumped and kicked at him by head and then cchest to the ground. She then engaged and fought off Darkstar, who swiftly dodged and evaded the attacks while fighting back with his Golden Energy Power. As soon as he reached into full power, Darkstar launched and fired golden beam in hitting and knocking the girls off.

Darkstar laughed amusingly, "Wow. These ponies are supposed to be heroes? How pathetic." He then levitated and brought Lucky Girl towards him. She was in restrained. He touched her cheek as he smirked amusingly at her, "I pity you that you have to look after them like some lost puppies. But now you're mine."

Lucky Girl grunted in frustration as she gave some thoughts of how to defeat him. She gasped of the idea. She smirked, "You know what's your problem, Darkstar? You keep underestimating girl powers. For example, did you know that you killed animals for your survival? And not to mention, the worst thing is that you used, cheated and hurt her heart all because you can't stand on the girl's drama and fashion sense."

"So, what? I don't care about them. They hardly matters to me," Darkstar said amusingly, "After all, they're weak and pathetic like your stupid pony friends." He noticed Lucky Girl's sly smile at him. He looked surprise, "Why are you smiling?"

"Like I said. Never underestimating the girl powers," Lucky Girl joked, "You just make two ponies angry and annoyed."

"You hurt and kill animals?!" Fluttershy demanded in anger.

Rarity made angry and annoyed face, "You cheated on your girlfriends for Gwen because of their drama and sense of fashion?!"

"Yeah, so what?!" Darkstar asked in annoyance.

Fluttershy and Rarity roared in anger as they activated and used their Animal Ruby and Diamond Bracelet, scaring Darkstar. And just before he could do anything, Fluttershy charged via using Animal Ruby's Cheetah Speed before slammed him to the ground, with Bear Strength and Bat Screech at his face. She then gave him 'The Stare', trapping and holding him down. Rarity used her Diamond Bracelet in summoning a large megaton hammer in slamming and whacking Darkstar down for few times. Darkstar got weakened and turned into zombie state. Aftermath, she redesign and changed his wardrobe into more beautiful yet girly dress.

Upon looking at his new dress, Darkstar screamed and panicked in fear of what he just worn. Lucky Girl gave a powerful punch at his face. She then kicked at his bottom, making him screamed and yelled in pain.

"That's for screwing up all girls including mine and Charmcaster, jackass," Gwen snapped firmly. She turned and looked at Rarity and Fluttershy, "Nice work, girls."

"Not a problem, Gwen. And good thinking. When we return home, I would like to make new best dress for you and Julie," Rarity commented.

Fluttershy smiled, "Yay. And thank you so much for trusting us too."

Lucky Girl smiled, "Like I said, don't underestimate the girl power."

Kevin, Rainbow and Pinkie were facing off at Billy in his Billion Armor. All of them were glaring and snarling at each other. And just before he could fire his weapons, Pinkie began dancing and singing 'One Small Thing', which shocked and surprised Billy and Kevin. She even used the Party Bazooka at him, making him dodge and blasts at the attacks.

"W-What the hell are you doing?!" Billy demanded angrily and annoyingly, "Do I look like Elvis Presley to you?! I don't frigging dance and sing, you stupid horse!"

"Aw. Don't be such a party popper! Just relax and enjoy. And also, I'm a pony, not horse! Geez. Can't any you guys tell the difference?" Pinkie danced happily and wildly before pointing on her right, "And besides, Rainbow got surprise for you."

Billy was confused of what the pink pony has said. When he looked at his right, he found Rainbow in her Sonic Rainboom Mode, heading and ramming him off, causing a powerful explosion. With his armor destroyed, Billy survived the explosion yet he was dizzy. Kevin approached and gave him a punch. He turned and looked at Rainbow and Pinkie.

"I take back everything I said. You guys are cool," Kevin commented, "So, think you can give the schematic for H.A.M. Walker and materials?"

Rainbow smirked, "Sure. Why not? Just need to talk with Coach and Shorty about it. But is why that rich brat sounded like Tech?"

"Hard to tell?" Kevin shrugged, "I don't get parallel world."

"Well, that's because they'e voiced by Danny Cocksey! Duh! Shall we do the 'Teen Titans' Song?! Loving it?!" Pinkie cheered happily, "Beast Boy, you do the dance and singing! I wanna hear it!"

Pinkie began singing 'Teen Titans Song' while dancing happily and wildly, confusing Kevin and Rainbow to look at each other. They both shrugged a bit.

Rook and Applejack approached while readying to fight off Death Tactic, who remained still and in his Chameleon Stealth Style. Rook charged as he tried to launch some punches at the Grand General, who swiftly yet stealthily dodge and evade the attacks for few times. As soon as Rook launched his Stone Cutter at Death Tactic, the latter immediately grabbed the punch firmly. While grabbing his hand, he moved to the back of Plumber Cadet, twisting and holding his while kicking and tripping him to the ground. Death Tactic began cracking and injuring Rook's hand while slowly twisting and snapping his neck.

Applejack charged and launched his punches at Death Tactic, who easily and firmly blocked and deflect the attacks. He then kicked her off. She tried to punch at him but he used Rook as his human shield to block and deflect the attacks, and used him to kick and headbutt against her for few times. Grabbing and flipping Rook over, Death Tactic jumped and kicked him straight at Applejack to the ground. He then activated and used his telekinesis powers in trapping and holding them to the ground.

"You have underestimated me so easily," Death Tactic commented bluntly, "I expected more from you both especially one is related to so-called detective."

"Partner. Insulting Saber means trouble like making a bull to chase after the red," Applejack said dryly, "No one's gonna get away with this."

"Even here, I don't understand the expression," Rook said in concern. He looked at Death Tactic's appearance carefully. He hummed thoughtfully, "Grand Admiral, before you could finish us, I would like to present you a gifted knowledge. I was told that you have great interest of our worlds's history, culture, custom and even arts. My world Revonnah Kai is the most interesting world for you to learn and even get to do peacefully and quietly, with no wars."

"Hmm. How intriguing..." Death Tactic said amusingly.

As Death Tactic and Rook were discussing about Revonnah Kai, Applejack was confused by his doing. She was about to argue, but she gave some thoughts of why he did it. She quickly use and lassoed around Death Tactic, who easily dodged it before grabbed and brought her to him. And just before he could do anything, Rook threw a strange orange colored fruit at him, causing some stickiness.

"What is this?!" Death Tactic demanded calmly yet angrily while struggling to remove the stickiness, "This is no ordinary fruit."

Rook smirked, "No, it wasn't. Good thing I've got some spares. That is Amber Ogio. The fruit is quite multitask source for food, clothing, construction and even fuel. And also, quite stickiness. I hope you enjoy the delicacy." He whistled, "I did it. My first Earth Expression! That is fun!"

"Way to go, partner. That was quite clever of you," Applejack commented.

Rook smiled, "Thank you. I owe this strategy to Ben and Kevin for lending me watch 'Star Wars' and its various media, but mostly books. Death Tactic does remind me of 'Grand Admiral Thrawn'. He's my favorite character."

XLR8 yelped in pain, knocking straight to the wall due to Nezha managed to catch up and launched multiple punches at him. He quickly hit his Omnitrix, turning him into Four Arms. He began swinging his punches at Nezha, who quickly and firmly dodged the attacks while punching and kicking him on limbs, hands and even punched at him from head. Hitting his Omnitrix again, he transformed into Spidermonkey. Both of them began the fierce and wild brawl while climbing and jumping on the wall and pillars. As Spidermonkey launched his webs at Nezha's face, the latter grunted in anger as he grabbed the web, pulling the former towards him to punch his enemy. He jumped and slammed Spidermonkey to the ground. As timed out, Spidermonkey reverted back to Ben, allowing Nezha to punch and attack him violently.

Twilight levitated and thrown Shadow Dragon at his arch-rival, knocking and kicking him off. Both of them began the fierce fight with each other while rolling around wildly and crazily. Twilight approached and healed Ben's injuries. Nezha held and slammed Shadow Dragon against the floor.

"Why are you helping Dreathis like him?! He and his kind are the enemies to ponies!" Nezha snapped in anger.

Shadow Dragon grunted as he held Nezha back, "No, they're not. Dark Mystic Ponies are. In fact, they have nothing to do with you or your family. They're not even from here!"

"That makes no different. They're filthy barbaric animals!"

"What do you want with Alien X?!"

"Changing the rules. Bringing my enemies to their extinction!"

Nezha grabbed and thrown Shadow Dragon aside. He readied with Blazing Dragoon-Serpent Style, and Shadow Dragon did the same. They both charged and engaged with each other fiercely and firmly for few times by punching, elbowing and kicking at each other's body and limbs. Launching the punches twice on head, Mystic Pony of Darkness quickly thrust his punch against Mystic Emperor's guts before launched the barrage of punches on chest before knocked and tripped him to the ground, allowing him to attack again. He then dodged down before grabbed and thrown him over. Shadow Dragon got up, but kicked off a bit. Both of them began launched the barrage of punches, kicks, elbowing and karate chops while blocking and deflected the attacks for few times.

As soon as Ben got recovered, he hit his Omnitrix, turning into Karate Hawk. Bot Nezha and Shadow Dragon are almost at equal of fighting. He charged to assist his ally. Seeing him coming in, the Mystic Emperor quickly grabbed and used Mystic Pony of Darkness as shield for Karate Hawk to punch and kick for few times. He even used him to attack him for few times, annoying and irritating him.

"Hey, that's cheating! Using pony as shield is not cool!" Karate Hawk complained angrily, "Stop hiding behind him and fight me like a warrior, coward!"

Nezha scoffed, "Hypocrite. You dare call me 'coward' when you and your kind are! And you believe that you are better than me? Don't make me laugh!"

"I wasn't joking. So, come and fight me now, coward!"

"No. You make the move, coward. Or do you need something pathetic to defeat me."

Karate Hawk groaned as he hit his Omnitrix, turning him into Goop, "You asked for this, jackass Emperor!"

Goop flew towards at Nezha, who held up Shadow Dragon while readying to attack. Unknown to him, Twilight jumped and launched a punch on his head, freeing her husband. She quickly grabbed and moved him to safety, allowing Goop to jump, wrapped and coiled him tightly, melting his armor. Nezha groaned and snarled in pain and anger as he quickly unleashed Death Beam, damaging the gravity flying disk which immobile Goop to the ground. He then unleashed Dragon Flames on him, weakening and wounding him.

Twilight fired her Unicorn Burst at Nezha's back. Shadow Dragon grabbed and thrown the Mystic Emperor aside. Both of them positioned themselves in Blazing Dragoon-Serpent style as they fought and engaged Nezha, who blocked and deflect the attacks by head, neck and limbs for few times. When the princess tried to perform swipe kick at him, he grabbed and swung her at Shadow Dragon, who was forced to moved and dodged from attacking her for the moment. He then unleashed and fired his Death Beam, wounding Shadow Dragon. He then threw Twilight at him to the ground. Armed with Whirlwind Spear, he approached and readying to finish them both. Luckily, both Shadow Dragon and Twilight quickly fired Sparkling Star Blast and Chaos Hyper Blast at him off. They then quickly and firmly attacked him at once, but he blocked and deflect the attacks for few times.

Goop groaned in pain as he reached and hit his Omnitrix, transforming back to his human self. He then witnessed Shadow Dragon and Twilight struggled to fight Nezha, who was strong and powerful to strike back. They're both slowly weakening and losing to him.

Ben gave some thinking of how to defeat Nezha while looking at his Omnitrix, "There's no option. Even if I use Way Big, I'll be an easy target for Mystic Pony to attack. And not to mention, I could make more ponies hate humans. I have to use Alien X. He's close enough to beat him."

Ben activated his Omnitrix, turning him into Alien X. He readied for the serious and dangerous fight. He turned and found Nezha unleashed his powerful Mega Rage Power and Destructive Explosion at Twilight and Shadow Dragon, who both fire Darkness Oblivion Beam and Shinning Light Beam pushing the attack back. Due to them being exhausted and lost so much of powers, Nezha's raging and destructive power pushed and knocked them both back.

And just before Nezha could finish them, Alien X teleported and stood before him. He swiftly and easily defeated the Mystic Emperor by punching and kicking three times. He then grabbed him by collar He then glared at him.

"You have been defeated," Alien X declared firmly, "Submit to your defeat and return Yamamoto Julie to us now!"

"I knew you couldn't resist using the godlike power. You did exactly what I have planned." Nezha said with a scoff of arrogance, confusing Alien X. And just before he could do anything, he slammed and held on the Omnitrix Symbol, giving it some electrical static, "Now... The power of time, space and reality is mine! I can finally have my revenge on those filthy humans!"

With the scream of his anger and determination, Nezha held tightly on the Omnitrix Symbol, causing a powerful yet destructive purple colored electrical shocks. It not only damaged the device, but also surging, spreading and injuring Alien X. He screamed in pain, feeling his powers siphoning and going out of control. He tried to move or use his powers, but instead, he's been restrained by Mystic Emperor's powers.

Nezha: My destiny, my revenge
For too long, I've been waited
The time to act is now!
For Mystic, my kingdom
They shall paid for their crimes
This is where your end is, Dreathis

Ensemble: Fear No Humans
Fight them with fire

Nezha and Ensemble: And soon my pride will be victor
I'll have my revenge
Your kind will fall

Nezha: I'll destroy all of the Dreathis filth.
Retaliation is a simple thing

The Golden Jade Palace's throne chamber began unusual and dramatic changes into more unstable, random and out of control state. Everyone got affected by the changes as well. Feeling their bodies crippling, damaging and suffocating; they all screamed in pain and agony from the attack.

"What's going on?!" Shadow Dragon asked.

"Alien X! The Emperor's hurting Ben!" Gwen exclaimed in concern, "He must have done something to him!"

"That's not the worst part," Twilight said in concern and feared, "If Nezha continued abusing Alien X's powers, he not only gets his revenge but also destroying the multiverse including us in it. Time, Space and Reality will become unstable and out of control. We won't able to restore it."

"Aw man! That's not good," Kevin said in concern.

Shadow Dragon groaned, "Damn it! Nezha, stop it now! You're killing all of us!"

"That's the price I'm willing to pay..." Nezha said cruelly, continued unleashing his control powers over Alien X, "Revenge is mine!"


Within Alien X's mind, dark purple lightning strike down everywhere. The blackish space began shattering and breaking apart as if the universe is meeting its end. Ben, Bellicus and Serena were screaming in pain and agony, feeling the effects on them.

"W-What is happening?!" Ben asked in pain.

Bellicus groaned in pain, "So much hate. So much rage. So much powerful. I have never seen anything like this before. This Mystic Pony's trying to control our body and power to fulfill his destiny. The destruction of all humanity is inevitable!"

"Without even making the debating?" Ben asked in shock and concern, "Is that even possible?! I thought Alien X can be controlled when they were born."

"That is true. But only the most powerful creatures or gods are capable to do so. This Mystic Pony is truly powerful and dangerous for able to defeat and control us at ease!" Serena exclaimed in pain and agony with tears, "And it's hurting me! I can't bear it!"

"Neither can I," Bellicus said in defeat, "We're getting weaker and losing our powers and mind. Once we reach at the end, I'm afraid we'll be destroyed forever."

"No... There must be something we can do," Ben pleaded, "He must have some weak spot to exploit."

Serena sighed in defeat, "I am sorry, Ben. I do not know much but..."

"There is one such powerful alien species that can help you defeat him," Bellicus said firmly, "If we can access the Omnitrix-!"

"Then, do it! We don't have much time!" Ben exclaimed in concern.

"Ben, listen to us. Once we used our last remaining of powers to turn into that alien we can recommend, Alien X's DNA will be forever locked down," Serena said sadly.

Ben was in shock and concern. Bellicus nodded, "The Mystic Pony's power has damaged our body and our power is almost depleting. We all will be in devastated state, easy preyed and defeated by anyone."

"How long will you able to recover?" Ben asked.

"I do not know..." Serena admitted in concern, "But for the sake of us, our home and for you; you must lock us out for protection and safety."

"It's the only way. You have to save the universe, without us," Bellicus said firmly.

Ben said in concern, "Still..."

"You can do it, Ben," Serena said calmly.

Bellicus nodded, "Indeed. You have faced the worse opponents than this, without our help. You can do it again. Be strong and confident, Ben Tennyson."

Though felt guilty and shame to see them sacrificed their powers to help him, Ben groaned in anger and defeat as he knew that he has to stop Nezha from exterminating the humanity. He nodded firmly with tears as he has to do it. Both Bellicus and Serena's eyes glowed brightly as they're using their last remaining of powers to stop Nezha and turn into new alien to stop him.


Nezha laughed out happily and proudly as he almost there. Suddenly, he noticed something on the Omnitrix as it is glowing in green. Alien X's eyes glowed in green as well. This alerted everyone to see it as they wondered of what is going on.

"Second it! Accessing the Omnitrix to turn into new powerful alien, and lock down Alien X DNA forever motion carried!" Alien X declared.

Just before anyone could react, Alien X engulfed in bright green glowing light, blinding everyone's sights for the moment. He transformed into new alien - whitish muscular armored alien that has a Omnitrix-like Jar filled with radiation and an Omnitrix Symbol, smaller greenish orb-like on shoulder pads with sharped spikes, glowing radiation-like hands, blackish pants, whitish pair boots with radiation jars-like, large blackish jetpack on his back and he has blackish-greenish colored rounded head with white metal plate and radiation jar as face.

Everyone was in shock and surprise as they're looking at the new alien. Angered and furious, Nezha screamed in frustration that his chance to fulfill his destiny is ruined.

"Wow. That's something..." New alien commented, "I feel powerful in this one. Must be Bellicus and Serena were talking about..."

"Wow! New alien!" Kevin exclaimed in surprise, "Why would he do that?"

"Seeing Alien X is badly injured, they have to turn into new alien," Lucky Girl said thoughtfully, "Hopefully, he's powerful enough to defeat Nezha."

"Think he can beat Nezha?" Twilight asked.

Shadow Dragon sighed, "If it's not, then we'll be finished for good..."

"It doesn't what alien you used. I still can defeat you at ease," Nezha said arrogantly and calmly. He readied with his Whirlwind Spear, "I will have that Alien X's power!"

New alien groaned as he readied in battle position, "Try if you want to, jackass!"

Nezha screamed in anger as he charged and swung his Whirlwind Spear at the new alien, who swiftly dodge and evade the attacks for ten times. As the Mystic Emperor thrust his spear at him, he quickly grabbed it before slammed his hand at the pony off. He charged and swung some punches at him. He groaned in anger as he fired his Death Beam at him. The radioactive warrior summoned and fired his Radiation Beam in blocking and pushing the beam off. He charged and slammed a powerful punch at Nezha straight to the throne chair, destroying it.

Everyone was in shock and surprise of what they just saw. They couldn't believe it that he was able to fight and defeat Nezha.

"Wow! Incredible! I did not expect this alien be so powerful!" New alien exclaimed in surprise, "Still, I must name him. He's gotta be incredibly amazing and powerful name. Something to do with his powers. I have no clue of what I'm made of, though."

Twilight hummed thoughtfully and then gasped, "Atomix!" Everyone looked at her. She continued, "Based on my analysis and understanding on your alien's appearance and powers, they're consisted of radiation and atomic molecules as well. Though they're incredible and effectively powerful source, theirs are truly dangerous that could pose dangerous side effects and nuclear meltdown."

"That does sound right for him," Shadow Dragon agreed.

Applejack smiled, "Woo whee! Sounds like a perfect name for new alien."

"Atomix, huh? Cool name," Rainbow commented.

Everyone chatted and commented happily as they agreed to call new alien 'Atomix'.

Atomix smiled, "Alright, then. Atomix, it is!" He turned and glared at Nezha, "Are you ready to give up, your majesty? You do not stand a chance against me and my powers. I could cause dangerous nuclear meltdown on your home."

Nezha snarled, "I'd take my chance. No creatures can defeat the Ultimate Warriors of Vengeance!"

Nezha screamed in anger as he fiercely charged and attacked Atomix, who activated his jetpack to fly off. The emperor chased after him. Both of them began the fierce brawl with each other through punching, elbowing and kicking through the use of Blazing Dragoon-Serpent Style for few times.

Both Nezha and Atomix have the brief launching the punches by attacking and blocking. As Mystic Pony launched two punches from both hooves, the armored radioactive alien dodge and evade the attacks before gave the Karate Chop on the neck, shocking him down hard. He groaned in anger as he quickly and fiercely gave some kicks at the alien, who firmly and quickly evade and dodge the attacks until he got blocked against the walls. Nezha quickly launched some punches and kicks at all of his body. However, Atomix did not feel the pain, though he does have some cracks on radioactive jars, alerting to dodge and block the attacks for few times. When the Mystic Emperor launched his punch and kick from right side, the armored alien quickly grabbed his on right before struck a slam on guts, followed by the kick on the thigh and then gave a headbutt against him off.

Angered and furious of defeat, Nezha charged and slammed his punch at Atomix by face before kicked at the thigh three times, followed by slamming him to the ground for five times. The mechanical armored alien quickly nudged him off. Activating his radioactive powers, he fiercely and swiftly launched the barrage of serious punches and kicks, injuring and wounding the Mystic Emperor's limbs, just as Shadow Dragon did to him. As soon as he wounded his enemy, Atomix readied his powerful energy punch.

"Big Bang Nuclear Punch!" Atomix exclaimed as swung his powerful energy punch at Nezha's face, blasting him off. He then hummed calmly and firmly, channeling energy into him, "Everyone, shelter yourself now! I am about to unleash the nuclear meltdown! Radioactive Explosive Bomb!"

Alerted by Atomix's warning, Twilight levitated the rest of her friends and even three defeated enemies into one location before teleported off to another area. Atomix gave the loud battle cry as he unleashed his Radioactive Explosive Bomb, which caused powerful explosion in destroying the whole throne chamber.

The throne chamber was destroyed and in ruins. Nezha grunted in pain as he fell to the ground hard, with most of his robotic parts are damaged and destroyed. Atomix stood before him. He transformed back into his human form. Twilight and her friends reappeared again.

"Wow. That's some explosion..." Pinkie commented. She squealed, "Can we do it again?"

"No. It's too scary," Fluttersy protested.

Rarity nodded, "I agreed. I don't want nuclear meltdown on my boutique."

"That's an awesome alien, Ben!" Kevin commented.

"Yeah. I owe it to Bellicus and Serena. They helped me out. They deserve the break," Ben commented while looking at his watch. He turned and glared at Nezha, "Where's Julie?!"

Nezha snarled, "I will not lose to Dreathis like you!"

And just everyone could react, Nezha armed and thrust his Whirlwind Spear at Ben's throat. Suddenly, someone jumped and slammed on his body, furthering damage his body and shutting them down. Nezha screamed in pain and anger as he's unable to move.

Everyone looked up and found Julie stood before them. They cried out in relief. They all chatted and commented to see her alive. Ben gave her a warm hug.

Ben sighed, "Julie, I'm sorry for everything. I'll tell you everything! I'll tell you about-!"

"I know, Ben. I already know about my true past," Julie said calmly, surprising the group. She smiled, "Don't worry, Ben. I'm not mad. In fact, I understand why you keep this a secret and being protective of me from joining the team. I appreciate it."

"Julie..." Ben said in surprise. Julie gave him a passionate kiss. He sighed, "Thanks."

Ben: You Are My Destiny.

Julie: You Are My World

Ben and Julie: We'll always be together...

Ben and Julie gave each other a passionate kiss. Mane Six, Shadow Dragon and Team Ben laughed amusingly and playfully.

"Sounds familiar?" Shadow Dragon asked.

Twilight giggled, "Eeyup. That song's never get out of my head. It's one of the best."

"So, what do we do with these jerks?" Kevin asked while pointed at Nezha and Death Tactic. He held both Darkstar and Billy, "We've got the bad guys."

"Leave them be." Shadow Dragon commented, "We've already make a report to the council. They'll take care of him. Be glad the Jade Emperor's not in same room as they are. My father's looking after him now."

Twilight glared at Nezha, "If you ever pull this stunt again, I assure you that we won't be playing nice. And the council aren't very forgiving either. Stay the hell away from my school and my human friends."

Nezha grunted in defeat but admitted that he will not bother them again. Shadow Dragon summoned the Mystic Portal, leading the rest of his friends to enter and returned home safely. Just before Julie could enter, she glanced at mysterious commander enter the scene. She smiled briefly before entered it.

The mysterious commander removed the mask and revealed to be Tempest Shadow. She turned and looked at both Mystic Emperor and Grand General.

"I assumed that everything didn't go well," Tempest asked calmly.

Nezha snarled a bit before scoffed with a smirk, "Despite the defeat I have suffered, we have what we need for Project: Abomination. Dr. Wong can begin soon." He then shown the small device that is containing most of Ben 10's Alien DNAs. He smirked, "My revenge will be complete."

Death Tactic sighed, "Pity that you corrupted and damaged the Alien X DNA."

"That matters nothing, old friend," Nezha said calmly, "Both Mystic and Equestria Realm will be under my control."


Twilight and her friends managed to return home safely. All of them are now inside Castle of Friendship's Library. She tinkered the Magic Mirror Portal mechanism, that would helped her to send Team Ben home. She managed to locate their home. And of course, both Darkstar and Billy are in cuffs. Ocellus and Bella were there as well. It is time for them to say goodbye now.

"Do they have to go?" Pinkie asked in disappointed, "I haven't even started the party! It's so unfair."

Nyx nodded, "Yeah. And we just meet again. It's not fair!"

"Sorry, Nyx. But our home need some heroes to be there for them." Julie said calmly. Nyx looked down in shame and guilt. She smiled as she patted the black filly's head, "No worries. When we're free, we'll come to your place."

Nyx smiled as she jumped and hugged Julie, "Thanks! I wanna show you and meet my friends. They're the best girls for helping you find your talents and cutie marks!"

Julie smiled, "Can't wait to find out."

Rarity presented beautiful bluish western gown with shinny patterns for Gwen and Japanese pinkish-whitish kimono with flower patterns for Julie. She smiled, "I hope you'll like them. They fit for your size."

"Thanks, Rarity. You sure you've got our size right?" Gwen asked.

Rarity smiled, "Absolutely, darlings."

Fluttershy nodded, "Rarity's very good at fashion. She hardly make any mistakes." She turned and glared at Darkstar and Billy, "If you two ever think about hurting animals, you'd better hope that I don't get my husband and Draconequus to use the portal to find and hunt you down!"

Darkstar and Billy yelped as they hugged each other fearfully, "Yes, ma'am!"

Rainbow passed the blueprints of 'H.A.M. Walker' and others to Kevin, "As promised, got them for you to build and use."

"Thanks. Can't wait to try them again. No more anyone tried to stop me again," Kevin commented amusingly, "But seriously, dude. Thanks. You're kinda awesome pony."

Rainbow laughed a bit, "Obviously. And you're not bad too for an alien guy."

Applejack sighed, "Sure wish I could invite you to Apple Family Reunion. You'll love them especially Saber. You and him love the detective works."

"Indeed. I felt the same as well," Rook said in disappointment. He smiled, "Nevertheless, I am honored that we work together as a team, even if it's temporary."

Applejack smiled, "Eeyup."

"Guess this is goodbye..." Ben commented.

"Yes. It's good to see you again, Ben." Twilight said in relief, "Until the situation between Mystic and Equestria calm down, best that you guys stay at your world for now. Will let you know about it."

"Thanks, Twi. Look forward to see your school for fun again," Ben commented playfully.

"Very funny." Twilight scoffed with a scoff. She then passed the large elixir bottle to Ben, "This is Magic Healing Elixir. Its magic is very powerful and effective to heal the wounds and restore the powers as well. Hopefully, it works on Alien X."

"I'm sure they appreciate it, Twi. Thanks." Ben said calmly. He turned and looked at Shadow Dragon, "Thanks for helping me out. And sorry for trashing your dojo and talking bad about you."

Shadow Dragon smirked, "No worries. I'm used to it when I was young. But just make sure that you're humble and modest to everyone, and take things serious too."

"Hey. I am serious," Ben protested, "Well, even though our fight hasn't been settle, I was wondering if we ever get the rematch. And this time, it's just for sparring and no more killing each other to show off about being hero."

Shadow Dragon smiled, "That'd be great. I would love to. Promised me not to boast your arrogance again."

"Got it," Ben nodded playfully. He turned and looked at Ocellus and Bella, "Thanks for the help, girls."

"No problem," Ocellus said calmly.

"Yeah. And sorry about the racism. It wasn't very nice of me especially how much I've hurt my own best friend," Bella said in guilt. She then shown the T-Shirt with Pony and Human standing together with 'Stop Bullying Humans' tagline, surprised Team Ben. She smiled, "Ocellus and I are gonna build the campaign to fight for humans' rights and freedom. Wanna show them that ponies and humans can be friends."

Ocellus nodded, "Yeah. It is time to end some stupid racism for good, with the help of our friends."

"That's awesome," Ben commented, "So, see ya guys. Hopefully, we'll have some time together, without some problems."

Twilight smiled, "Hopefully. See ya, Ben!"

Both Team Ben and ponies said each other goodbyes. Team Ben entered the Magic Mirror Portal, which led them straight back to home. And they'll be ready to face the danger including Malware and his faction but will Julie be ready to face them when she's still traumatized?

END...

Review and Suggest...

Main Cast:
Johnny Yong Bosh: Ben Tennyson, Albedo
Kelly Hu: Julie Yamamoto/Armorstrike, Ship
Bumper Robinson: Rook Blonko
Ashley Johnson: Gwen Tennyson/Lucky Girl
Greg Cipes: Kevin Levin
Tara Strong: Twilight Sparkle, Mazuma, Serena
Matt Lanter: Shadow Dragon
Sean Schemmel: Nezha Vengito
Ashleigh Ball: Applejack, Rainbow Dash
Andrea Libman: Fluttershy, Pinkie Pie
Tabitha St. Germain: Rarity

Minor Casts:
Devyn Dalton: Ocellus
Myrna Velasco: Bella Anime
Wil Wheaton: Darkstar
Danny Cocksey: Billy Billions, Tech
Lars Mikkelsen: Death Tactic
Emily Blunt: Tempest Shadow
Michael Pena: Grubber
Kira Tozer: Nyx
Dee Bradley Baker: Spidermonkey, Eye Guy, Chromastone
Yuri Lowenthall: Karate Hawk
John DiMaggio: Rath
Fred Tatesciore: Humongousaur
Jim Ward: XLR8
Richard McGonagle: Four Arms
Christopher Sabat: Bellicus, Atomix
Paul Eiding: Zed

Cameo:
Dave Fennoy: Tetrax Shard
Rebecca Shoichet: Twilight Sparkle's Singing Voice
Kazumi Evans: Rarity's Singing Voice
Shannon Chan-Kent: Pinkie Pie's Singing Voice