The ultimate surprise in Equestria girls

by shadowshild612


A cold snowy night

Dark storm clouds flew across the skies of canterlot high, a mid winter wind blowing through the area. Fluttershy a young yellow skin teenager with pink hair bundled herself up in her light pink fluffy coat. She shuddered at the waft of air that blew her hood off as she slowly walked down the street towards her animal sanctuary.  “Oh I hope all my little friends are ok in this chilly weather.”

“Their fine Flutters they have fur.” A light blue teenage girl with Rainbow hair commented on catching up with her friend, making Fluttershy jump a bit.  

“Oh rainbow dash, you startled me!” Fluttershy said, staring at her friend.

Rainbow Dash rolled her eyes at her friend, shaking her head. “You get scared at everything still, after everything we've been through I thought you'd be less afraid of everything.” 

"I didn't say I was afraid, I said I was startled, as if you surprised me!" She said blushing in embarrassment and anger at Rainbow.

Rainbow dash shrugs with a smirk as they continue to walk.

"Rainbow, have you noticed anything strange about that new student at school?" Fluttershy asked.

She scoffs a little in a casual manner. “Well, yeah. They’re new after all.” Rainbow says, turning around and walking backward while keeping a slight lead on the other girl. “Everyone’s awkward on their first day. Well, except me of course.” She twirls back to face forward with a little jump, expending some of that energy.

Fluttershy nods slowly. "I was mainly referring to that weird watch he has on his hand. I mean who wears watches on their hands?" 

Rainbow just gives a shrug. “Eh, who cares? Everyone has their…’Vokca-go’, or whatever Rarity calls it.” She skips ahead again. “It's just a watch. Even if it looks pretty darn dorky.” 

Fluttershy nods slowly, glancing upwards. "It looks like it might snow." 

Rainbow blinks before glancing and seeing the darking clouds. “Awesome~” Clearly in a better mood her pace starts to quicken. “Think we’ll have another snowball match?”

Fluttershy Chuckles. "Maybe we can get our friends to have one with us tomorrow."

“Right. Hopefully not a repeat with the exchange students from last year.” Rainbow jokes while raising a palm in a gesture. “Who knew Short Girls can be so scary.”

Fluttershy laughs a little, noticing the new student they had been talking about laying on a bench.

Rainbow also notices. “Think he’s napping?” She says.

Fluttershy shrugs, noticing the new student shivering a bit as he rolls over trying to sleep. "I think he's spending the night here… oh my you don't think he's homeless do you?" 

Checking her own watch, she grimaces at the time. “...I mean, he could be?” Rainbow says, both concerned and seemingly hesitant. 

The boy shivers wrapping himself up in his jacket as some snowflakes begin to fall. "Oh what should we do?" Fluttershy asked Rainbow.

“Well, we can’t really just leave him…” 

"Y-you think we should bring him home?" Fluttershy asked a deep blush formed on her face from the idea of bringing a boy to their house. 

“Flutter’s, don’t let you mind flutter to the gutter…” Rainbow says with a raise of her eyebrow. “I guess it would work. He is definitely taking the couch though.”

Fluttershy glares at her a little, but nods.

 Her friend just smirks a bit at the look. “So, how are we going to move em?” 

Fluttershy thinks for a moment. "We could call Applejack." 

“That could work…” Rainbow says, reaching for her pocket… before finding it empty. “Thats right, left at home.”

"I have mine." Fluttershy said calling Applejack. "Hello Applejack, me and Rainbow need your help. Can you come to fortieth street?" Fluttershy stayed silent for a few minutes as Applejack spoke on the phone. "Ok thank you." She said closing her flip phone. "She'll be here in a bit." 

"That's good, this dude is shaking like a kicked puppy." Rainbow said with a frown as she looked at him closer, taking notice of his black pants and orange shirt. "Jeez he must have been on the streets for a while, his clothes are ragged." 

"Oh no, I hope Applejack hurries up." Fluttershy said with a frown. 

"Maybe we should call Rarity too, get him some new clothes." Rainbow said before she sniffed the air and covered her nose. “And a bath.”

"Alright I'll call Rarity." Fluttershy said as she noticed the boy was balling himself up as tears fell from his eyes. "Oh dear, Rarity are you there? Can you come to fortieth street? Me and Rainbow found our new classmate sleeping on a bench and he's freezing and needs new clothes." 

Rainbow looked away from him and to Fluttershy as she talked on the phone. Fluttershy smiled and sighed softly, nodding a little. "Ok, thank you. Applejack is on her way too… ok… ok. Thank you." She said, hanging up the phone. "She's on her way." 

“That’s good, with the two of them we will be able to help this guy out.” Rainbow said before looking back at the sleeping boy.

The boy shivered more as he slowly sat up with a groan. "What's going on?"

“Don’t worry dude, we got some friends coming to help you out.” Rainbow told him.

"Huh?" The boy asked, looking at them in confusion. "What do you mean?" 

"Y-you're sleeping on a bench… y-you looked like you needed help…" Fluttershy said with a slight frown, hiding behind her hair. 

“Yeah dude, like…are you homeless or something?” Rainbow asked him with a frown of her own.

The boy frowned a bit as he looked away. "I appreciate the concern but I'm fine." 

“Dude, you are sleeping on a bench, wearing ragged clothes, and you smell like you haven’t showered in weeks.” Rainbow said bluntly.

“Rainbow!” Fluttershy admonished as she weekly slapped Rainbow’s arm.

"What? It's True!" Rainbow said as the boy stood up and put his hands in his pockets. 

"Yeah well, that kinda happens when you're a run away." He said, putting his hood up as snowflakes began falling. 

“A run away? Geez, what would make you want to run away?” Rainbow asked him.

The boy frowned a bit as Fluttershy smacked Rainbow's arm again. "Rainbow that's private!" 

“Ok ok geez.” Rainbow said, holding her hands up. “Look, we already called our friends, at least let us get you some new clothes and a bath.”

"Not like it'll change much." The boy said with a slight shrug as an old pickup truck pulled up. 

"Howdy girls." A western voice said as a girl with Yellow hair and a straw hat stepped out along with a girl with white skin and purple hair. 

“Hey AJ, Rares, this is the guy we told you about.” Rainbow said while pointing at the guy with her thumb.

"You are really rude." The boy said with a frown. "You just jab a finger at me and say dude, you could have asked my name."

"O-oh, we're sorry. What is your name?" Fluttershy asked him, hiding behind her hair a little.

The boy glanced at her for a moment before sighing softly and looking away. "Just call me Benjamin." 

“Benjamin? What a fascinating name.” The white skinned girl said as she smiled at him. “Well Benjamin, I would be more than happy to help you, if you want it that is.”

Benjamin crossed his arms a bit as he frowned slightly. "What's the catch?" 

“Catch?” The girl asked.

“I think he wants ta know what you want in return Rarity.” The farm girl said.

Rarity giggled softly. “I don’t want anything, but if you want to repay me I could use a male model for my whitmer line showcase.” She said with a smile.

Benjamin frowned slightly as he looked away. "So basically you want to help me for free labor." 

“Well not completely free, just a few pictures at first, and if you want to do more than that I can pay you, how does thirty dollars for the whole night sound?” Rarity asked him with a smile.

Benjamin snorted a bit. "Thanks but I don't trust people anymore, everyone has an ulterior motive." 

“Are ya calling mah friend a lier?” The farm girl, Applejack, asked with a frown.

"Everyone lies to get what they want." Benjamin said staring at the ground as Fluttershy frowned a bit. 

"Someone hurt you, didn't they?" She asked him softly, making him look away. 

"I'd rather not talk about it." He mumbled. 

Applejack grabbed his shoulder. “Now listen here partner, Rarity is honest when she said ya wouldn’t have ta do much, so ya can believe her.”

Benjamin glared at Applejack as he forced his shoulder out of her grip. "First off, touch me again and I'll call the police for assault. Second of all, how the hell do I know I can trust any of you? I don't know you, I was asleep and the next thing I know I'm surrounded by four girls. I've been on the streets and on my own for nearly six years in total now, I can tell the signs of when someone is trying to take advantage of me. And saying that she is honest while she's trying to make me work for the clothes that she just said she didn't want anything in return for doesn't sound very honest to me."

“What are you talking about?” Rarity asked with a confused face. “I told you all I want in return for the clothes are a few pictures, anything after that I would pay you for.”

"Before that you said you didn't want anything and then immediately went and said I could work for them." Benjamin said with a deadpan frow

“Well…perhaps I misspoke, the clothes and bath are yours for free, I just ask for a little bit of help in return, that doesn’t mean you have to help me in exchange for the clothes, you'll still get them regardless.” Rarity told him.

Benjamin frowned slightly as he looked away, thinking about it as Fluttershy nudged Rarity with a frown. "Rarity, he's obviously uncomfortable. Someone hurt him and it seems like it's hard for him to trust people." Fluttershy whispered to her friend.

Rarity nodded her head and whispered back. “Yes, which is why I am offering him a paying job if he wants it.”

"Fine… but on three conditions." Benjamin said with a frown. "First is since I don't know what you want the pictures for, no underwear shots or anything like that. Second, my watch stays on at all times. And three you blur it out of any pictures." 

“Well…” Rarity said as she looked at the watch. “I supposed that can work, and I wasn’t planning on any underwear shoots, I was thinking casual clothing and a suit.”

“Yean man, do you think this prude is gonna take pictures of you in just your underwear?”  Rainbow said with a laugh.

"I don't know. I don't know any of you. I only know her name because of this one." Benjamin said pointing at Rarity before jabbing a thumb at Applejack. 

Applejack frowned at him and crossed her arms. “Ya are a bit rude when all we are tryin ta do is help ya.” 

"Yeah? Well it is the middle of the night, and you know normally when people meet they introduce each other. I told you my name and none of you told me yours." Benjamin said with a slight shrug. 

"He… has a point." Rainbow said with a slight chuckle. 

“Oh dear, I am sorry.” Rarity said before introducing herself and her friends. “My name is Rarity Belle, these are my friends Applejack, Rainbow Dash, and Fluttershy.”

Benjamin nodded slightly. "Benjamin. But you can call me Ben I guess. So… where to?" 

Applejack thumbed at her truck. “Get in, up ta ya if ya want ta sit inside or in the back.” 

"I'm ok with the back, I like the cold." Ben said as he hopped into the back of the truck, leaning his head on the front of it as he looked up at the stars. 

Fluttershy frowned a bit but got into the truck along with the rest of the girls, then Applejack started it up and headed off.

"W-we can go to my animal shelter, he can shower and stay in the apartment above it…" Fluttershy said with a small blush. 

“Are ya sure Shy? We don’t know anythin about this fella.” Applejack said as she drove.

"H-he's trusting us to help him… even though he was obviously hurt." Fluttershy said with a small frown. "S-so it's only fair we trust him some." 

“Alright Shy, but if he does somethin ta ya.” Applejack said before crushing a soda can she had in the truck.

"U-um, I'm still living with my parents. The apartment was for me but I'm not ready for that…" Fluttershy said softly. 

“Ah know Shy, I mean if he does somethin to ya that ya don't want.” Applejack said with a soft smile.

Fluttershy blushed red as Benjamin spoke up. "You know I can hear you. Also firstly, I'm not like that, secondly I doubt you'd be able to do anything. I've taken karate since I was five." 

“Just like ya don’t know us, we don’t you. And ah am stronger then ah look.” Applejack said to him.

"Eh." Benjamin said with a shrug as they pulled up to a building with a large dog on it. 

“I will stick with you guys just in case.” Rainbow said as they got out. 

“I will need to get the clothes so me and Applejack will be back soon.” Rarity said.

"Alright, t-thank you girls." Fluttershy said as Benjamin got out of the back, looking around a little. 

"Nice place…" He mumbled almost as quietly as Fluttershy. 

Fluttershy smiled softly. “Thank you, this is my animal shelter, upstairs is an apartment, if you’d like you can use it.” 

"Why?" He as softly as he turned his head away. 

“So you have a roof over your head.” Fluttershy said with a gentle smile. “At least take a look at it before you device.” She walked to the door and unlocked it.

Benjamin stayed silent still as he followed her inside. "You're a real buzz kill, you know that?" Rainbow said to him. 

Fluttershy frowned softly at Rainbow. “Please don’t bully him.” 

"I'm not! It's true! He's being even more of a downer than-" Rainbow started to say as Fluttershy gave her a look. "Ok, ok fine. So Ben, what's your story?" 

"Private." He said as the three made it to the apartment. 

“There is a bedroom, living room, kitchen/dining room and a full bath.” Fluttershy explained as she showed him around. “Fully furnished and stocked with food. I normally use this as a place to take a break from my work.” 

"Are you sure? Where will you relax when you're not working?" Ben asked her as he looked around a little. 

“I can set up a chair downstairs.” Fluttershy said with a smile. 

Benjamin stared at her for a moment before rubbing the back of his neck and looking away. "Thank you, but if I'm not here you can relax up here. It is your apartment after all." 

“That is very kind of you, I promise I won’t go anywhere but the living room and the bathroom.” She told him, smiling and a bit glad she is earning his trust.

Benjamin shrugged slightly as Rainbow looked between the two of them in confusion. "I don't really care, everything I own is on my body. So it's not like you'll find anything embarrassing." 

“Still, it's about respecting your space.” Fluttershy said as Rainbow rolled her eyes and walked over to sit on the couch and turn the tv on.

“Up next, it's hero time with Sten and his hero phone!” The tv said. 

Benjamin raised an eyebrow at the TV, before shaking his head a little. "Is it ok if I relax in the shower a bit?" 

“Sure, while you are in there I can make you something to eat, do you have any requests?” Fluttershy asked him.

“Why make something when we can use that new app, Grub-something.” Rainbow said with a wave of her hand.

"That's such a waste of money." Benjamin mumbled a bit, before he looked at Fluttershy. "And uh, thanks for the offer. But I can cook for myself."

“Are you sure?” Fluttershy asked with a sad frown.

Benjamin frowned slightly as he looked away. "Yeah, I don't want to burden you guys anymore than I already have." 

“You aren't a burden.” Fluttershy said, reaching for his shoulder but stopped and pulled her hand away. “We want to help you because it is the right thing to do.” 

Rainbow stared at him for a minute before asking. “Are you from Equestria?”

Benjamin glanced at her for a moment before shaking his head. "No." He said, walking into the bathroom as Fluttershy stared at him for a moment. 

Rainbow frowned a moment. “If he isn’t from there why did he say no instead of where?” She whispered to Fluttershy.

Fluttershy shrugged slightly as she looked at the bathroom door. "He said he was running away, maybe it's painful for him to remember."

Rainbow sighed and leaned her head back. “Fine, maybe Sunset can check if the portal is open.” 

Fluttershy nodded a little as she pulled out her phone and texted everyone in the group chat. "Hey girls, just letting everyone else who doesn't know, know. Me, Rainbow, Applejack and Rarity found the new student sleeping on a bench. And we're helping him, Sunset is the portal open? Could he be from Equestria?" 

It wasn’t long before she got a reply from Sunset. “I will check it out but I don’t think so, it only opens every thirty moons.”

"Alright, thanks anyway. And I'm letting you all know he's staying in the apartment above my animal shelter. So if anyone shows up, knock first." Fluttershy texted with a small sigh. 

“What did she say?” Rainbow asked her.

"She said the portal shouldn't be open, it only opens once every thirty moons." Fluttershy sighed as someone knocked on the door, before Rarity and Applejack walked in. 

"Is everything alright?" Rarity asked the two with a smile. 

“The heck does that mean? Every thirty moons.” Rainbow said with a confused face.

“Things are ok, we are just letting Benjamin relax in the bath.” Fluttershy answered, Rarity's question.

"Ah, I think it means every thirty months or something. Ya know, like every thirty full moons or something." 

“That’s a stupid way to track time.” Rainbow said with a roll of her eyes.

"Well they are ponies, so they probably don't have normal clocks and stuff." Applejack said as they heard the water shut off in the bathroom. Fluttershy smiled softly as she got up and took the new clothes from Rarity, going over to the door and knocking. 

"Yeah?" Benjamin's voice asked from the other side. 

“Rarity brought the new clothes, if you want i could set them in front of the door or pass them to you.” Fluttershy said softly.

"It's unlocked. But either way is fine." He said softly as Fluttershy slowly opened the door into the steam filled bathroom. Her eyes widened at the sight of Benjamin, a towel wrapped around his waist as he dried his now light brown hair that hung down to his shoulders. Her eyes wandered down slightly at his svelt body and slightly muscular midsection, a large scar draped across his stomach with multiple smaller ones along his body as her face began to turn red at the sight. 

“H-here a-are y-your c-clothes.” Fluttershy said shyly as she lifted the clothes to him.

"Thanks…" He said softly, taking the clothes as Fluttershy quickly left the bathroom with her face beat red. 

"Shy? Ya ok?" Applejack asked. "He didn't do anything obscene did he?" 

Fluttershy just shook her head before sitting down and staring off into space. The three girls frowned at her reaction as they waited for Benjamin to come out of the bathroom, however after a few moments Benjamin came out wearing a fresh pair of red jeans with an orange shirt and black jacket as his hair was brushed back now revealing his hazelnut eyes to everyone. "What's with her?" He asked, gesturing to Fluttershy. 

“We don’t know.” Rainbow said while looking Benjamin over. “Did you do or say anything to her?”

Benjamin shook his head. "No, she gave me the new clothes and that's it. I made sure I had a towel around my waist." 

Rainbow started to smirk. “Just your waist?” Applejack smacked her head.

“Cut that out, Flutters knows not ta stare.” 

Benjamin frowned slightly as he glanced down and away. "Um… sorry about what you saw." He said to Fluttershy. 

“I…um no I am sorry for staring.” Fluttershy said shyly as she hid behind her hair.

"It's not your fault." Benjamin said with a slight shrug and a frown as the other three looked confused. "Anyway, what now?" 

“Well if ya are hungry one of us can make somethin for ya with what's in the kitchen.” Applejack suggested.

"I do know how to cook." Benjamin said, chuckling softly for the first time. "I guess as a thanks I can cook for all of you." He said going into the kitchen as Rainbow looked at Fluttershy. 

"So what did you see?" Rainbow asked with a smirk. "Is he ripped?"

Fluttershy blushed more but looked down. “He…has a lot of scars.” She said softly.

"Scars?" Applejack asked with a frown as the three looked over at Benjamin. 

"He must have had a hard life already…" Rarity said with a frown as they smelled sausage cooking. 

Fluttershy nodded slowly. “Yes, I feel so sorry for him.”

Rainbow noticed Benjamin's head turn slightly back at them as Fluttershy said that, before he turned back to the food as she elbowed her friend. "I think he heard you." 

Fluttershy frowned softly and looked down, worried he would be upset with her.

"If you ask me I don't think the dude wants to be pitied." Rainbow said with a shrug as Benjamin came over reith bowls of spaghetti and sausage. 

"Here." He said, slightly coldly before sitting at the dining room table able to eat. 

“Th-thank you…a-and sorry.” Fluttershy softly as she stared at the food.

Benjamin paused for a moment before he turned his head slightly. "I don't need to be pitied, I chose to run away because of what was going on at home." He said turning his head back to his food as Fluttershy hung her head more. "But you also don't need to be sorry, you don't know my story and I'm planning on keeping it that way." He said before eating. 

“O-ok.” She said softly. 

“Geez, want some black hair dye and nail polish mister edge lord?” Rainbow asked with a raise of her eyebrow, only to get smacked by Applejack.

“Knock it off RD.”

"What? It's true!" Rainbow said as Rarity sighed. 

"Rainbow darling, learn some tactics." Rarity said, shaking her head as their phones went off giving them all a heavy snow advisory as snow began piling up outside. 

Fluttershy gasped as she ran over to a window and looked outside. “Oh no, AJ, if you don’t get home soon you’ll be stuck here.”

Everyone looked outside from different windows, shaking their heads in shock. "Whoa Nelly, it might be too late. It rained like heck yesterday. All that water must be frozen." 

“Man this is nuts, why didn’t the news warn us about this storm?” Rainbow said as she looked at the clouds.

"It could be a freak storm caused by the sudden drop in temperature and the combination of all the rain and moisture in the atmosphere." Benjamin said, looking outside from a window near him, however he had a worried frown on his face. 

“Maybe, but still the weather station should have been able to protect this.” Rainbow said with a frown. “Girls, call your families, I don’t think we can leave in this condition,”

"So… we're stuck here all night with a strange man…" Rarity said slowly as the four looked at Benjamin slowly. 

"Oh calm down, you four take the bedroom. I'm sure it has a lock. I'll sleep on the couch." Benjamin said, rolling his eyes. 

“Um…i-it does b-but will you be comfortable on the couch?” Fluttershy asked.

Benjamin shrugged a bit. "I was sleeping on a bench, a couch will be way more comfortable." 

“I guess so…” Fluttershy said softly. “You don’t mind us staying though?” 

"Why would I?" Benjamin asked, arching an eyebrow. "After all, this is your apartment." 

Fluttershy looked down a little. “Ok, if you are sure.”

Benjamin frowned slightly at her reaction as he glanced at the others before sighing. "But um… thanks for the concern." 

The others get their phones out, except for Rainbow who had forgotten hers, and start calling their families. Benjamin glanced at Rainbow for a moment, before tossing her a black and orange phone. "I don't have a whole lot of data, but you can use it to call your family." 

“Huh?” She caught the phone and looked at it. “Um…ok.” She started to call her family.

Benjamin sat down near a window and looked out into the night sky, frowning slightly while the others finished up their phone calls. As he was looking out the window he saw a suspicious looking man walking down the street in the snow, they stopped and looked around before heading for a closed electronics store.

Ben frowned a bit as he got up and started walking out the door. "I'll be right back." 

“Where the heck are you going?” Rainbow asked with a confused frown.

"Just checking on something." Ben said walking out the door. 

Fluttershy had a worried frown on her face as he left. “You don’t think he left to run away again do you girls?”

"Let's go get him!" Rainbow said, as they all rushed out of the building. They stopped as they saw him standing across the street from the electronics store, his hands in his pockets as someone walked out of the store. 

"Whatever you took put it back." Benjamin said to the man casually. 

The man looked at Benjamin before he screeched and dropped what he was holding.

Ben sighed a bit as the group hid behind a building, while Benjamin put two fingers up to his watch as an orange circle formed over his watch. The man ran at Benjamin, ready to beat him up while screeching loudly.

Benjamin smirked a bit as he pushed the watch down, a bright orange flash erupting from him revealing a blue cat-like creature with orange spikes on his shoulders and ankles. "I warned ya." It said.

“What the fuck.” Rainbow said in shock before Applejack covered her mouth,

In an instant the cat-like creature rushed at the man, knocking him back as the man's face seemingly came off revealing a large creature with a yellow body and purple midsection and head with a single eye. 

“Ahh!” The creature said as he stood back up. “You will not interfire!” He then grabbed a light pole and ripped it out of the ground to use as a bat.

"Wanna bet?" The creature asked, rushing at it again.

The yellow creature yelled as it swung the light pole. “Filthy alien scum!”

The cat creature suddenly dashed to the side and knocked the yellow being into a wall, knocking the pole out of its hands. "Your masters are the scum, they're invading planets and freezing them!" 

The creature screeched again but then it started to swell up before hacking up a large glob of something at Benjamin.

Benjamin rushed forward before sliding against the ground, avoiding the goop and jumping up and kicking the creature into the wall by odhw6 again. "That's it!" It yelled, it's chest opening up into a large bundle of tentacles that wrapped Benjamin up, and threw him into the air. 

"What the heck is going on?" Rarity asked in shock. 

“I..I d-don’t know but I’m s-scared.” Fluttershy said as she shook in fear.

The large yellow creature uses its tentacles to slam Benjamin into the wall closest to them in one swift moment, completely different than the first transformation; the hourglass on the creature's chest glowed orange. In an instant the orange energy washed over it like a wave as the blue fur was replaced with an orange shirt, then black pants and a red jacket revealing Benjamin as he rubbed his head. "Damn DNAliens…" 

“Rainbow, think we should step in and help him?” Applejack whispered as she clenched her fists.

"What can we do?" Rainbow asked in shock as Benjamin slowly got up and shook his head, while the monster walked closer to him. 

"The Highbreed will destroy this world, you cannot win." The creature said as Benjamin shook his head and looked at the creature.

"Yeah? Well…" Benjamin said, sighing softly as he cracked his knuckles. "I can at least fix you." 

“I don’t need fixing, human.” The creature said before lifting up a mailbox to crush him with.

"You'd be surprised!" Benjamin said, running as t the creature before sliding underneath it as it dropped the mailbox before he quickly grabbed the creature's wrist. "Omnitrix repair corrupted DNA!" The watch on Benjamin's wrist beeped and shocked the creature with orange energy before it knocked Benjamin away. 

"What did you do!?" The creature yelled as it's wrist glowed orange and spreading before it's body turned black and began flaking away.

"I fixed your DNA." Benjamin said, with a smirk as he sat against a wall. 

“Fix its DNA?” Applejack asked confused, then they all saw the black parts of the creature fall off to reveal a normal human, who then fell to the ground.

Benjamin sighed as he slowly got up, helping the man into a bench as he heard police sirens. "Great…" he sighed as he began making his way back to the apartment. 

“Come on girls, we gotta get back inside before he sees us.” Rarity said as she started running,

The four of them rushed back inside the apartment and looked out the window as Benjamin walked back in. Fluttershy looked at him with worry. “Are you ok?”

"Yeah I'm fine." Benjamin said, shrugging a little. "Just had to check on something." 

“O-oh, ok.” Fluttershy said softly.

“Ya sure ya didn't get hurt? Ah could've sworn ah heard the sound of a scuffle.” Applejack said with a raised eyebrow.

Benjamin raised an eyebrow at her as she looked nervously at everything but him, before he sighed and rubbed his eyes. "You saw everything didn't you?" 

“What do you mean darling?” Rarity asked with a nervous smile.

Benjamin frowned a bit as he looked at them all, each one with nervous looks as he deadpanned. "You all suck at lying." 

"Ok we saw everything! What the heck was all that!" Rainbow Dash yelled. 

Fluttershy held up a hand. “We don’t understand what we saw but it seemed like you helped that man.”

"Yea, I did. He was possessed by a Xenocite, an alien parasite that takes control of its host and overtakes them." Benjamin said, putting his new jacket on a coat rack while he sat down. "They work for an alien race called the Highbreed." 

“Aliens? Do you think we are stupid?” Rainbow asked.

Benjamin raised an eyebrow. "And what exactly would you call what I turned into and what I was fighting?" 

“I don’t know…” Rainbow said with a frown.

“Well…it and you could have come from another world through a portal.” Rarity suggested.

Benjamin raised an eyebrow. "Anyway, any other questions?" 

“Um…h-how did you turn into…those other things?” Fluttershy asked him.

Benjamin held up his watch. "This, it's called an Omnitrix." 

“Omni-what?” Rainbow asked while scratching her head.

“Um…I am sorry but how does a watch change someone into…those?” Rarity asked, pointing out the window when referring to his alien transformations.

Benjamin smirked a bit. "Because it was built by the smartest being in three arguably five galaxies." 

The girls looked at eachother confused. “But…aliens ain’t real…at least they ain’t supposed ta be.” Applejack said with a confused frown.

Benjamin blinked a bit as he sighed. "You really think the universe with how big it is only has one planet with life on it? Humanity is just… lacking in technological advances." 

Applejack rubbed her head. “Well if there is another life out there why haven’t they come to us?” 

"They have, you'd be surprised how much of earth's history is made thanks to aliens." Benjamin said with a shrug. "Heck, from what I've seen there's even some half human half alien hybrids."

“That…is kinda hard to believe.” Rainbow said before she looked over at Fluttershy. “Have you ever met an alien?”

Fluttershy shook her head slowly. "You may not have realized it." Benjamin said with a shrug. "At times until a certain point in their lives they are basically humans, and then… poof powers." 

“Yeah right.” Rainbow said before shaking her head. “This has to be a prank you are pulling on us.”

“Ah don’t know Rainbow, it feels like he is tellin the truth.” Applejack said to her.

"Believe it if you want to, or not. Up to you." Benjamin said with a shrug. 

Fluttershy walked up to Benjamin. “Have you been fighting aliens and getting hurt?”

Benjamin shrugged slightly. "No one else can."

Fluttershy started to tear up. “B-but why not? No one should have to do something that dangerous alone.”

Benjamin shrugged slightly again. "Not that big of a deal, I'm the only one with an Omnitrix. I'm the only one that can turn into thousands of aliens to fight them." 

“But…your scars…you have been doing this for a long time.” Fluttershy said softly.

"Huh?" Benjamin asked in confusion, before blinking a little. "Oh, no. Those are from… before, I got the Omnitrix." 

“H-huh? B-but how?” Fluttershy asked, shocked he would have scars like that from before he got the omnitrix and started fighting aliens.

Benjamin looked at the floor a bit, before turning his head away. "That one is too personal for me to talk about…" 

“O-oh I’m sorry.” Fluttershy as she looked away. “Um…can we help?”

"It's too dangerous." Benjamin said softly, sitting on the couch. 

“I can help you though, I can bandage you up.” Fluttershy told him.

The other young girls looked at each other before looking at Fluttershy and Benjamin again. "Why are you so worried about me?" Benjamin asked her in confusion as he crossed his arms. "I'm a complete stranger to you." 

“Why would you fight those aliens for us?” Fluttershy asked back with a soft smile.

Benjamin blinked a bit as he looked away. "Because it's cool? And better than what was going on before." 

“And maybe…because it is the right thing to do?” Fluttershy suggested as she reached for his hand.

Benjamin suddenly pulled his hand back, surprising everyone as he looked away. "It doesn't matter if it's the right thing to do… if I don't they'll destroy not only this world but all of the worlds in the entire universe." 

Fluttershy sighed a bit and looked at the ground. “We…we helped our school from someone dangerous, we can help you…if you’d let us.”

Benjamin clenched his fist a bit, before sighing. "Let's just go to bed, it's late."

“Um…yeah, let’s get some rest.” Rainbow said as she placed her hand on Fluttershy’s shoulder. 

Benjamin looked away a little as the four girls made their way into the bedroom, Fluttershy stealing a glance at him as he laid down on the couch. Fluttershy sighed sadly and closed the door. “Girls…we need to help him, if he is fighting to keep our world safe then we should too.” 

“Geez Shy, it isn’t like you to be for fighting.” Rainbow said as she sat on the bed.

"I must agree darling, what is it about Benjamin that has you so… passionate about helping him?" Rarity asked. 

"Yeah, ah mean. Ahm all fer helping the guy, he just stopped a monster from robbing a store. But you seem… obsessed with helping him." Applejack said, removing her boots and socks while putting on some perfume to block the smell. 

“I don’t know…it's like…” Fluttershy started to say before she looked at the door. “I am supposed to help him. I feel drawn to him and want to help him, not just patch him up but…I want to see him smile.”

Rarity gasped slightly as Applejack and Rainbow Dash looked at each other. "Fluttershy dear, I believe you are developing a crush." 

“What?!” Fluttershy looked at her friends with a blush. “N-no…I mean…we just met.”

"Fluttershy, how long you've known each other doesn't change… well… physical attraction." Rarity said with a small giggle. 

Fluttershy blushed more and looked down at the ground. “I don’t…I mean…he is cute…but…”

"That's all it takes to begin the spark." Rarity said with a smile.

"Jeez Shy, didn't think you had it in ya." Applejack said with a chuckle.

She sat down and sighed. “M-maybe I do have a crush but, I think wanting to help him isn't connected.”

"Then what do you think it is?" Rainbow asked, as she removed her hoody. 

“I don’t know…” Fluttershy said before sighing. “But, whatever it is, it is still the right thing to do. He can fight and we can help heal and talk to the aliens…the ones that will listen anyway.”

"So are we really gonna believe that all that was aliens?" Applejack asked, arching an eyebrow while setting her hat off to the side. 

“Well we dealt with magical ponies from another world, why not aliens?” Rainbow said with a small shrug.

"Well, we won't have any luck figuring it out tonight. We'd all better get some sleep as best as we can." Rarity said as all four girls got into the unusually large bed. 

"Hey shy, why do ya have a bed this size?" Applejack asked. 

"Oh, um. Whenever I spend the night here, I uh… tend to let the animals sleep up here with me so they're not alone. But I do wash them every morning." Fluttershy said softly, staring at the door to the main appointment before getting up and going to the closet. 

Her friends watched in confusion as she pulled out a pair of blankets and an extra pillow, each of them smiled a little as she slowly made her way to the main apartment. "Same old Shy, always being kind." 

"You really think she has a crush on that guy?" Rainbow asked softly. 

“Of course she does.” Rarity said with a soft giggle.

"How do we know that guy isn't one of those aliens? Remember how that big one was disguised as a normal human?" Rainbow asked. "What if he's trying to lul us into a false sense of security?" 

“Well…” Applejack said before she hummed in thought. “He said that watch thing turns him into aliens so ah guess he is alien.”

"Then should we even trust him?!" Rainbow asked in shock. 

“Maybe.” Applejack said with a shrug. “We just don’t know him well enough.” 

"What if he's manipulating Fluttershy somehow!" Rainbow said with a frown. 

“Then we get her away from him, but until we have proof we don’t mess with him.” Applejack told her with a shrug.

Rainbow bit her lip a little as Fluttershy came back with a frown. "Benjamin is gone!" 

“What!?” All the girls shout.

"I-i thought he was just in the bathroom so I laid out the pillow and blankets for him, but the bathroom door was open when I turned around!" Fluttershy said, fear and worry filling her voice. "What if he's fighting something again!?" 

“Then he will be back when he is done.” Rainbow said with a small shrug.

"But what if he gets hurt or killed!?" Fluttershy asked in horror. 

Rainbow frowned a bit. “I don’t know…I mean we can’t exactly go looking for him.”

"Rainbow is right darling, and with the weather, I'm sure he'll return soon." Rarity said with a gentle smile. 

Fluttershy sat down and looked between her friends and the door. “But…what if he decided to run away from us because we saw him fighting?”

Applejack frowned a bit before patting her shoulder. "Then there's nothing we can do, if he decides to leave that's his choice." 

“Yeah, I say we just forget about him.” Rainbow said as she laid down.

Fluttershy hung her head slightly as she looked out the window to the cold snowy night, wondering where Benjamin ran off too.