And Then There Were 10...Er...67

by Grey Ghost


We're Off To See The Dwarves, The Wonderful Dwarves Of Nidavellir

“So, this is where you live, hm?” Megan asked, looking around the hive. She had spent the last few days getting used to being around ponies again and Jason had decided she should move into his castle for now.

“Of course, it’s a little... alien but you get used to it,” Jason said with a smile, “The drones will take any request you give them, within reason of course,” he said, showing her to her room, “I didn’t unpack your things yet,” he added, tossing her the hypercube.

“Thank you,” Megan said, reaching into it and trying to pull out her things. “What is that?” she asked, her hand tapping Ben’s badge, “I can’t tell what it is...” she said, tapping it a few more times in an effort to determine what exactly it was. “Ah here it is!” she proclaimed as she pulled it out, accidentally activating it.

Not too far away, yet a good ways above, a portal opened and a young man tumbled out.

“Gah! Oof! Ow! Ouch! Ack! Son of a--Ow!” he shouted, tumbling down the walls and roofs of the houses below. He landed roughly on the concrete ground, groaning slightly in pain. “I’m okay!” Unfortunately for him, a perky purple princess and a frightened fazed filly fell right on top of him. “Ow. Less okay!”

“Well, that was different,” the princess said, blinking her eyes to get used to the sudden sunlight. “What just happened?”

“We fell through a portal,” the human moaned. “And you fell on me.”

“Sorry Mr. Ten,” the filly apologized.

“It’s cool, just in a lot of pain.”

The buzzing of many wings caught their attention. All around them, changelings fluttered about, carrying materials to various places. A very large swath of the Everfree had been cleared around the Castle of the Two Sisters, with groups of ponies setting up the frameworks of houses.

“Ah, there you are Princess,” a slightly distorted voice called. Pupa fluttered over, landing in front of them, her muzzle buried in a clipboard, “Maud is requesting to see you, and Fluttershy has voiced some concerns over animal displacement due to the construction and she would like the matter settled as soon as possible.”

Twilight stared at the large changeling with wide-eyed fear, keeping her filly close. And then, she screamed. “CHANGELING!!” She teleported, putting a now standing Ben in front of her and Nyx. “Ben! That’s a changeling! Kill it before it kills us!”

“Wait, what?! You know I don’t kill!”

“Then protect us or I won’t ever let you near the dessert cupboard again!”

Ben paled at the very thought. “At your service!” He got into a ready stance with his hand positioned right above the Omnitrix. “Make one more move lady and I’m taking you down.”

“Er... Princess I think you may need to practice your pranking skills,” Pupa said, giving her a disturbed look. “Because this is highly offensive.” She shook her head. “I have other duties I must attend to, please see to Maud’s request.” With that, she bowed, taking to the skies again.

“What was that about?” Ben asked as Twilight, Nyx on her back, trotted up to his side. “It’s like she knew you.”

“I don’t know, and I don’t like it.” She sighed and looked at Ben. “Any chance we can get back?”

“No clue. I don’t even know where we are exactly. Looks familiar, I’ll admit, but something’s off about it.”

“It looks like the Castle of the Two Sisters, but that can’t be right. We haven’t gotten around to rebuilding it in months.”

“Princess,” Maud ‘called’, slowly waving a hoof at them. Beside her was Fluttershy, who was talking with someone else, though who was obscured by a tent. Ben quickly transformed into a pegasus before they saw him.

“Just play along for now,” he whispered into Twilight’s ear, taking Nyx on to his back for appearances. “Let’s see if we can’t find out where we are and what’s going on.” She nodded back and smiled at the two ponies.

“Maud! Fluttershy! It’s good to see you both! I was told you were, uh, looking for me?”

“Oh my yes,” Fluttershy said with a smile, “Moony and I were just talking to Maud about the construction. All those trees they cut down left so many animals homeless.”

“I made sure to place all the trees we remove into the forest, so they can still provide shelter to animals, but they still have their concerns,” Maud explained dully.

“Oh well, um...” Twilight was having a small problem trying to figure out exactly what she should say. Then an idea sparked into her head. She looked at Ben with a smile. “Any ideas... Streak?”

“Hmm?” Ben asked, taken by surprise. It took a moment, but he figured out that she was looking more to him due to his experience. “Oh, right. Well, I would advise that we get a proper record of all the complaints and address each accordingly.”

“That sounds like an excellent idea, Streak.” She turned back to Maud and Fluttershy, only one of which seemed confused. “Would that be acceptable for the moment?”

“I think that’s a wonderful idea, Your Majesty,” Nightmare Moon said with a smile, coming into view.

“Um... thank you... Moon?” Twilight said unsurely.

“Oh, I didn’t see your friend,” Moon said, deflating slightly and moving closer to Fluttershy, who gave her a nuzzle.

“Moony is still working on her shyness,” Fluttershy clarified, “But she’s making really good progress.”

“Ookay then, well, if you don’t need me for anything else, my associate and I will just be leaving.”

“Oh! That reminds me, Chrysalis and Rarity wanted to see you about the wedding,” Fluttershy spoke up, “If um... that’s ok with you...”

Twilight’s eye began to subtly twitch. “Rarity and Ch–Chr–Chrysalis, eh? S-sure. M-m-mind taking us there?”

“Ok, this way please,” Fluttershy said, starting to walk off.

“I’ll stay here with Maud,” Nightmare said, adjusting her wings a little. “Tell Chrissy I said hi,” she called.

As they got closer, Chrysalis’ voice came into earshot, “Eh... thats not something I see either of us dancing to.”

“Well how about this one?” Rarity asked before music filled the air, “It says here this one is called “Safety Dance”.

“Here we are,” Fluttershy said, stopping at the entrance of a small building, “They should be in here.”

Ben, Twilight, and Nyx walked in to see Rarity and Chrysalis sitting at a table, listening to a stereo, with piles of CDs stacked between them . Ben stared at the sight of the changeling queen, being that it was his first time getting a proper view of such a creature. Unbeknownst to him, Twilight’s rage was slowly building, but the only sign was her constantly twitching eye.

“Ah there you are, Twilight dear,” Rarity said with a smile, “We were hoping you could help us decide on some music. All these ‘CDs’ have so much on them, it’ll take days with just the two of us.”

“The classic choice is a good pop song,” Ben said, making his presence known to the two mares. “Personally I go for a nice down home vibe, or a nice rock ballad for the proper dancing vibe.”

“True, true,” Chrysalis said with a nod. “You’re more than welcome to join us,” she said, giving him a smile.

“Thank you. I’m Emerald Streak. Princess Twilight’s... advisor. It’s a pleasure, your highness.” He gave small bow, doing his best to keep Nyx hidden.

“Oh please, there is no need to bow, I’m only empress of the changelings,” Chrysalis said with a mild dose of modesty.

“You are marrying an Equestrian Prince dear,” Rarity reminded her.

“Well until then he has no reason to bow to me,” Chrysalis retorted, adjusting her wings.

“So...” Twilight said with an unnerving smile and a twitching eye. “You’re marrying that pain in the flank?”

“Well he can be a pain but the man tries,” Chrysalis said, looking at her, “Besides, you’ve known we’re getting married for months.”

Twilight’s anger just couldn’t be held back anymore. “Oh, I can’t put up this blasted charade anymore! Get away from that ‘mare’!” she declared, teleporting Ben and Nyx right back to her. “She’s evil! Evil, evil, evil, evil!”

“Evil!” Nyx declared.

“Evil!” Ben shouted, getting swept up in the moment. “Wait, why are we shouting ‘evil’?”

“Um... Twilight dear are you alright?” Rarity asked, looking rather concerned.

“Is this some pony culture thing I don’t know about?” Chrysalis asked, blinking in confusion.

“Why are you even helping her, Rarity?!” Twilight practically shrieked. “After everything she did to us at the wedding, why on Equis would you help that... that... that witch?!”

Rarity’s jaw dropped under her friends outburst.

“Twilight...” Chrysalis said, looking at her, tears starting to form in her ears, “You know I pay for that mistake with every passing day,”

Twilight’s glare only intensified. “I don’t know what you’re talking about. All I know is that I was hoping you and your kind had learned to stay out of Equestria. You haven’t been seen in three years and I was hoping, no, praying that I would never have to see you again!”

“Twilight I think you hit your head,” Rarity said getting off her seat, moving closer to Twilight, a look of concern on her muzzle.

“Okay!” Ben shouted, getting everypony’s attention. “I know where this story’s going. This! Is an alternate world. And I have one thing to say, and screw copyrights, I’m saying it. We’re boned!”

“Wait... thats an Omnitrix!” Rarity exclaimed, spotting it on Ben’s chest, “You’re that witch Eclipse aren’t you!? Release my friend you fiend!” Rarity commanded, chucking the stereo at him.

“Gak!” He ducked, letting it smash against the wall behind him. “Oi! Watch it! There’s a foal on my back!”

“Taking hostages? You truly are evil!”

“I’m not evil! I’m a borderline pacifist!” He pushed Twilight in front of her. “Twilight, do your Harmony magic transforming thingy!”

“ME?!”

“Yeah! If I do anything, I’m pretty sure I’m gonna get in trouble with someone or something. You’re expendable!”

“You blasted coward!”

“What did I say my code was?”

“You won’t be a live coward when I’m done with you!”

“Twilight dear, don’t make me hurt you,” Rarity said, giving her friend a slight glare.

“I think that’s my line.” Twilight’s body began to glow as her mane and tail lengthened and her wings grew to twice their size. Her cutie mark appeared to grow past her flank and appear elsewhere on her body. Though it seemed ridiculous in appearance, her entire body radiated intense magical energy. “One move, and I vaporize you and everything else for a three mile radius.”

Before either could react, Zed barreled into the room, pouncing on Twilight. The Baskurr snarled, its jaws dangerously close to her neck.

“What the heck?! An anubian baskurr?! How in the world?” Ben shouted in surprise.

“MOMMY!” Nyx cried from Ben’s back, silencing the room as Rarity and Chrysalis stared in shock at the filly.

Zed growled and snorted. She didn’t take the kill, though she made it clear to Twilight that she would if the pony made a move. Her eyes moved to Ben, snarling at him, almost like she was daring him to try something, her Nemetrix flashing quickly.

“Okay, calm down, girl. We’re not here to cause any trouble. Just don’t harm my friend. We won’t hurt anypony, will we Twilight?” Ben said, trying to make himself look less threatening. Twilight was in no position to answer though, so Ben continued. “Just let her go and we’ll leave. No harm done.”

“Zed, heel,” Jason called. Zed immediately dropped all aggression, bounding over to Jason. “I leave for all of half an hour and Zed’s ready to tear someone’s throat out,” he just shook his head, “Explain, now.”

“JASON?!” Ben and Twilight shouted in unison.

“Well that explains a lot,” Ben commented with a deadpan.

“How so?” Jason asked, raising an eyebrow.

“Well, we have met before, dingbat,” Ben said with a slight smirk.

“Says the guy with voices in his head,” Jason retorted. “So why was Zed ready to tear Twilight’s throat out?”

“She called the bug chick evil,” Ben said with a shrug. “I’m writing it off with bad experiences.”

“She threatened to vaporize everything in a three mile radius,” Rarity clarified.

“Yeah that’s on you, Twi,” Jason said, “You made yourself a threat.”

Twilight growled lightly. “I’m just protecting my own from a vile creature.”

“I’ll have you know Chrysalis personally surrendered to Celestia, in order to make things right. Not only that she also housed and protected the entirety of Ponyville during the rebellion, and united the hives under Equestria, so don’t you dare call her vile,” Jason said, poking her chest with a glare.

Twilight glared back, but powered down anyways. “Forgive me if I find that utterly impossible to believe.”

“Now, now,” Ben said as he stepped between them. “It seems different experiences were had, so let’s not judge anypony here. Let’s not upset things too much.”

“I suppose you're right,” Jason said with a shrug. Taking a seat with Chrysalis, he put his arm around her. She sighed, snuggling into his body.

“So... you’ve been busy these past six weeks, eh?” Ben pointed out, trying to move the conversation along.

“It’s been months here, Ben,” Jason said. “Things got crazy here; The Forever Knights rebelled, I have my own version of Albedo, and just last month the Incurseans showed up.”

Ben blinked. “Huh... I’ve just been cooped up in the castle with my stalker and new fan filly.”

“Good, stay there, you didn’t want to be a part of any of it. Also, Twilight, if you ever see Trenderhoof, kick him in the nuts for me.”

“Trenderhoof?” she asked. “Rarity’s old crush who, in turn, had a crush on Applejack? Why would I do that? He’s just a harmless journalist pony. A little eccentric maybe, but certainly not worth something like that.”

“He committed mass genocide for three whole days,” Jason replied, his eyes flashing red.

They all blinked at that. “Uh, wow. That’s quite the stretch, don’t ya think?”’

“I highly doubt Trender is capable of such things. He’s not exactly violent. I mean, Spike almost lit him on fire and all he did was run around screaming like a little filly.”

“Oh no, Twilight,” Rarity said shaking her head, “It’s very true. That monster had thousands killed. He had complete control of Equestria for days.”

“Forgetting something already?” Ben pointed out. “Different worlds, different events. I doubt anything like that is going to happen.”

“Ben does have a point. The last time in the past thousand years anything... genocidal happened was... well,” she glared fiercely at Chrysalis, who got the message.

“Oh get over yourself, you racist bitch,” Chrysalis hissed.

“How can I?!” Twilight nearly shrieked. “You–” Twilight was cut off by Ben sticking his hoof in her mouth.

“That’s enough of that,” he said sternly. “I know you feel strongly about this, Twi, but this is a diplomatic situation right now. We can’t go around insulting the local officials, and this isn’t even the same Chrysalis. And to you!” Ben quickly turned on Chrysalis. “You use that kind of language around young ears again and I will shut your mouth. Do I make myself clear?”

She just hissed, Zed doing the same.

“How about you stop telling us how to speak?” Jason asked.

“Jason, as a fellow Omnitrix wielder, I fully respect you. But, when young ears are present, one must show a little more tact,” Ben said in the most calming voice he could. “I get that tensions are high right now, but we must take the children into account.”

“Yeah, no,” Jason said bluntly.

Ben stuttered slightly, his mouth gaping open and closed several times. After a moment, he steadied himself. “Ok, so my opinion of you hasn’t changed then. What I told your teacher was right on the head.”

“Ben... look I’m not having the best time adjusting to some changes right now, take what I say a grain of salt,” Jason said with a sigh, “God, I feel like its puberty all over again. At least I’m not causing blizzards...”

“That doesn’t excuse language, Jason. I kept myself clear almost immediately after going to Equestria, and that was after decimating a town. I know this kind of thing differs from person to person, but just this once, please? Nyx doesn’t need to hear that kind of language.”

“Ben, I’m an ice giant that can fly off into bloodlust, worrying about foul language is the least of my concerns.”Jason just gave him a flat stare.

Ben sighed, shaking his head. “Then you leave me no choice. Omnitrix, code 010420.” Jason’s watch lit up suddenly. “Activate authorization code 1032.”

“Code accepted,” Jason’s watch said aloud.

“You traitor,” Jason glared at it.

“Not a traitor, Jason,” Ben corrected. “A failsafe. Remember those codes Voiceless typed into your watch. Well, one of them was an override code, just in case. Don’t worry, I didn’t do anything malicious. Just... a temporary fix. Try and swear.”

Buy some apples!” Apple Bloom’s voice erupted from the Omnitrix as Jason tried to speak, his eye starting to twitch.

Ben’s head turned. “Well... that was unexpected. Normally it just comes out as a censor beep. Huh, interesting.”

Jason’s Omnitrix went off, shifting him into another man, this one a blonde with long hair and a nice looking suit. He got up and punched Ben across the muzzle hard enough to make his nose bleed. “Fuck you, you fucking pretentious prick.”

“OW!! Ugh! Okay, I don’t know what that form is, but that was NOT COOL!! You’ve forced my hand... er, hoof! Omnitrix! Code 1111, l-o-c-k dash 40!” Jason’s symbol beeped out in acceptance, switching back to Jason.

“Ok... not gonna lie, that felt really good,” Jason said, letting out a sigh.

“Jerk! I’m just trying to keep this poor, traumatized filly pure! Is that so much to ask?!” Ben kept a hoof to his nose, trying to keep it from bleeding on the floor.

“Hey, I didn’t hit ya, Hughes did,” Jason said, putting his hands up.

“What was that about Hughes?” Chrysalis asked, looking concerned.

“Well it appears that Hughes has control of my human form. Gee, thanks for that Benny Boy,” Jason said with a glare.

“Don’t you DARE call me that! That is a reserved nickname for only three ponies!”

“What was that about having self-control, Ben?” the other Twilight asked, with a slightly raised eyebrow.

“You know Ben, when I said cursing wasn’t a top priority, I didn’t say I wasn’t going to say no. Now we’ve given Hughes a form, Buy some apples! wonderful,” Jason said with a groan.

“Sorry Jason, but I can’t take any chances. I mean come on, do you kiss your mother with that mouth? ...oh my gods, I really just dated myself there.” Ben sat down with a wide-eyed look. “That is not a saying I should be using; why am I using that saying?! Dang it, I was born in ‘03, I shouldn’t be using something that dated!”

“I was born in ‘93, what's your point? Actually, you know what Ben, since you caused all this trouble, you're going to help me out.”

“Help you out? With what; the wedding? Imma warn you right now, weddings are not my specialty. Trust me.” A certain memory flashed through Ben’s mind along with the screaming that followed it. “It’s not pretty,” he said with a shudder.

“No, I have a trip planned and you’re coming with me, all three of you.”

“Oh gods,” Ben cursed, Twilight and Nyx looking at him with blame. “I’ve said it a lot, I’ll say it again: Just my luck.”

“Ugh,” Twilight said as she trotted into the room, “I’m sorry I took so long, Dash just had to show off to the school ponies,” she huffed, not having noticed the others yet.

“Whoa,” Nyx gasped, getting the other Twilight’s attention. “Two mommies. Not many ponies can say that.”

“You’d be surprised, girl,” Ben commented with a deadpan.

“Let me guess, Displaced?” Twilight asked, looking at her double.

“That’d be me,” the pegasus answered while waving. “Hi.”

“Let’s just go,” Jason said, heading out of the building, “Come, Zed,” he commanded, the Baskurr following after him.

“Hey, wait up!” Ben called, dragging his Twilight and Nyx along. Jason’s Twilight was content to just follow calmly.

“Took you guys long enough,” Dash said, currently inspecting her talons for any nicks. “Ready to go?” she asked, spreading her wings.

“Go where?” Ben asked. “We takin’ a train or something?”

“Show ‘em, Dash,” Jason said with a smirk. She started to glow and darted around them, wrapping them up in her contrail. She took off, pulling them along with her. She quickly soared over a mountain range before opening a portal, then circled back around and flew through it.


“Ok... can everypony get off me?” Twilight asked, nearly at the bottom of the pile of bodies.

“Only after you get off of me!” Ben said, actually being completely under every single one of them.

“Just get up!” she shouted. It took a few minutes, but eventually Twilight and Ben were freed from the pile.

“Just my luck,” Ben moaned.

“Everyone ok?” Jason asked, seemingly unaffected by the blizzard around them.

“I’ve been better,” Ben groaned.

“That was fun!” Nyx giggled.

“Welcome to the realm of Nidavellir, home of the dwarves,” Jason said, looking at the map again. “This way,” he said, starting to move off.

“What’s a dwarve?” asked Nyx as she climbed on her mother’s back.

“Dwarf,” Ben corrected. “Tiny person. If I remember my stories right, they were known to be amazing miners. If Disney is to be believed anyway.”

“Who?” they asked.

“Nevermind.”

“They’re the greatest craftsmen in the universe,” Jason explained, “They made not only actual growing hair out of gold but an actual living golden boar, and that’s only the small stuff.”

“And why are we here?” Ben asked, keeping close to Twilight and Nyx. “What do dwarves have to do with anything?”

“I’m going to have them make me armor,” Jason said, completely ignoring the cold.

“Well that’s a little selfish. Hope you pay them first.”

“Faust, this is so cold,” Twilight complained, wrapping her wings around herself.

[Note: For simplicity, from this point on, Ben’s Twilight will be referred to as just ‘Twi’.]

“You’re telling me,” Twi agreed. She put Nyx inside a little insulated bubble on her back. The young filly let out a yawn as she snuggled into her mother’s fur, going to sleep in a snap.

“I don’t feel it,” Jason said with a shrug, looking around.

“You may not, for whatever reason, but I’m not gonna put up with this.” Ben slapped his necklace, turning into a humanoid figure with volcanic lines running over his body. “Heatblast! Yeah, now we’re talkin’!”

“That’s a new one,” Twi commented, writing down the new form in her Displaced book under Ben’s section.

“Is that a Displaced book?” Twilight asked, looking at it curiously.

“Mm hmm,” Twi nodded. “I use it to keep track of Ben’s forms as well as any other Displaced that comes roaming in. Like Gilgamesh, Domon, and Umbra too, though Ben told me about Umbra instead of letting me meet him. Jason’s got a small little section, too.”

“I could tell you about the ones I’ve met,” Jason said, looking around. “Omnitrix, Armodrillo,” he commanded, shifting into a large yellow-armored creature.

“Lemme guess,” Ben groaned. “The dwarves are underground, aren’t they?”

“Yup.” He placed a hand on the ground and closed his eyes, leaving the only sound that of the blizzard.

“Do something already!” Dash shouted, “I’m freezing my flank off over here!” A moment later Jason rushed at a cliff face, slamming a fist into it, causing the very mountain to start shaking.

“Down the rabbit hole, eh?” Ben joked as he flew behind him.

“Nope... time to blow it open,” Jason said, reverting back to normal, having revealed a massive metal door, “Ben, you’re going to want to back up... a lot.”

Ben got the hint and practically flash-stepped back over to the others. “This good enough?” he yelled out while Dash just stared at him in shock.

“Twice that,” he called. This time Ben just flew back with the others, only stopping almost a mile away.

Jason gathered his magic, aiming at the door. “Ultima,” he whispered, releasing the spell. It slammed into the ground, the force rocking the mountain range and causing several large scale avalanches. Once everything calmed down, the door came back into view, completely intact.

“Did it work?” Twi called out, as she and the others approached.

“No,” Jason said with a sigh, brushing some snow off himself.

“Did you try knocking?” Nyx asked, having been woken up from her nap by his attack.

“Pretty sure that counts as a knock,” Jason said, walking up to the door. It creaked open, showing nothing but blackness.

“It’s polite to announce yourself,” Nyx said helpfully as the others moved closer to Jason.

“I don’t honestly think dwarves care,” he said, taking out Laevateinn. The sword glowed and the blade burst into flame. “Well, let’s get going.” He walked into the tunnel, lighting the way with the sword.

“Let’s let them take the lead,” Twilight said to Twi as they entered the tunnel, “Jason’s an expert on this stuff.”

“Apparently not an expert on character judgement, though,” Twi muttered just loud enough to be heard.

“I would appreciate it if you stopped bad mouthing my friends,” Twilight said with a small glare.

Twi glared at her counterpart. “Nyx, sweetie, go spend some time with Ben. Mommy needs a minute.” Nyx looked unsure, but relented and ran off, jumping on to Ben’s back. Twi sneered at Twilight. “How could you possibly be friends with those monsters?! After everything they’ve done!”

“Twilight, I don’t know what happened on your world, but here nopony was really hurt during the invasion. Chrysalis, however, lost hundreds of her children when they were blown from Canterlot and she felt every single one of them die.”

“Nopony hurt?” Twilight asked, practically shaking in anger. “Nopony hurt?! I’ll have you know that ponies were more than hurt when they came! Do you know what happened after the wedding? A funeral! For the nearly two hundred lives those monsters took!“

“And do you know how many we lost when Trenderhoof decided to purge all non-ponies from Equestria? Thousands,” Twilight hissed, glaring back at her. “And you know what Chrysalis did? She helped us rebuild. Because of her and Jason, ponies and changelings are coming together as one people. So don’t come here and tell me that she’s a monster. She’s paid dearly for her mistake and has proven time and time again that she is worthy of our trust and friendship.”

Twi’s glare only increased. “You want to know what else is because of her? Do you see this necklace?” Twi asked, pointing out the jewelry to Twilight. “I don’t wear it for a fashion statement.” She pulled it down slightly, just enough for Twilight to see a long scar across the mare’s neck. “This is what she did. She slit my throat!” Twi huffed, turning away from her counterpart. “I think I’m starting to understand why Ben doesn’t care about other worlds. Any world where ponies and changelings could be friends is not a world I want any part of. As far as the changelings are concerned, I hope, heck I’ll even pray, that they all died in the Badlands.”

“You disgust me,” Twilight said with pure honesty, “You sound just like Trenderhoof.”

“Same to you, sister,” Twi sneered. “Word of warning, stay away from my daughter. I don’t want your ridiculous beliefs rubbing off on her.”

Twilight’s eyes went white, slamming her counterpart into the wall, “Ponies like you make me sick,” she snarled, “Do you want to know what Trenderhoof did to me? Do you?” she asked, pinning Twi to the wall.

Twi glared back, letting her Harmony powers flow, blasting Twilight off of her. “I couldn’t care less. So all I have to say to you, Twilight, is something I never thought I would say - Not my world, not my problem!” Twi huffed, powering down and trotting off to catch up with Ben. She brushed by him, taking Nyx on to her back.

“Whoa, what’s with the anger steams, Twi?” Ben asked, noticing the tips of Twilight’s mane and tail were ablaze.

“You were right, Ben. These worlds should fend for themselves. The sooner we leave the better.” She went silent after, content with just glaring at the ground.

“Please Ben, give the changelings a chance,” Twilight said, trotting up to him, “They’re not all bad. Even if they are monsters on your world, they aren’t in every world. When we were experimenting with Dash’s powers we found a world where ponykind had enslaved the rest of the world because they thought they were beneath them. That’s where attitudes like that lead, please don’t let that happen.”

“Um, well I, uh...” Ben caught Twi’s burning glare and Twilight’s glare in turn. He gulped loudly, looking out with a thousand yard stare. “Just my luck. Well, if it ever comes up in the future, we’ll see where it leads. I know for a fact that ponies don’t think they’re better than other species. I don’t know anypony who thinks like that. ‘Specially not with that zebra living in the Everfree. But hey, if any species is willing to make peace, I’ll listen... within reason,” he amended after getting another glare from Twi.

“Thank you Ben,” Twilight said softly, giving him a hug before pulling away.

“Yeah, well, I don’t like ya,” Dash said with a huff, glaring at Twi, “You’re too much like Trenderhoof.”

“You wouldn’t be saying that if you were grounded for six months like my Dash was after the Invasion,” Twi muttered, barely heard. “But I don’t care whether you like me or not. Let’s just get this over with before... Ben are you alright?”

Ben had stopped for a moment, gasping for breath against the stone wall. “Yeah... yeah... I’m good, just a little out of breath is all.”

“Twi, Trenderhoof cut my legs off and almost took Gilda from me so don’t tell me what I would or wouldn’t be saying,” Dash said, flipping her off with a talon. Thankfully, Twi covered Nyx’s eyes before she did.

“Just because I hate changelings doesn’t make me like your mass murderer. They were monsters who caused nothing but pain. They deserve whatever happened to them. I’m sure Kat would agree!”

“Whoa there!” Ben said, still a little out of breath. “Let’s not bring her into this.”

“Actually,” Jason cut in, “She gladly helped unite the hives under Chrysalis,” Jason said, holding up her token to prove his point, “Buy some apples! you can even ask Maud, that mare was all over her.”

Ben’s eyes widened. “Y-you met her?!” He used what little energy he had left to rush over to Jason. “Is she alright? Do you know where she is? Please, tell me anything!”

“I have no idea where she is,” Jason said, looking at him, “She took one look at Fluttershy and started crying her eyes out though. She left to go help bring peace between ponies and changelings to other worlds.”

Even though Twi huffed, Ben looked a little mixed. “B-but, is she alright?”

“Yeah, seemed fine to me... did some stuff she probably doesn’t want me sharing...” he said his mind going back to that game of strip poker.

Ben, however, understood that differently, glaring at Jason. “What did you do to her?” he growled.

“Nothing, we went around getting the queens to come to a meeting. Maud was all over her though, like lost puppy kinda stuff.”

He wasn’t sure whether to be relieved or mad. “...I’m really not sure how I feel about that,” Ben said honestly.

Twi put a hoof on his shoulder. “You’ll meet her one day, Ben. Have some faith.”

“Yeah,” Ben sighed.

“You know I could just summon her...” Jason waved the token around.

Ben shook his head. “It wouldn’t be right. I can’t summon her, she wouldn’t believe me.”

“Ok... whatever that means...” Jason said, shaking his head.

“Well, what am I supposed to do, Jason?” Ben asked, miming picking up a phone. “Just go, ‘Hello, Kat Shifter? Yeah, hi, this is Ben Ten, your long lost brother you thought died. Yeah, I’ve been alive the entire time. Funny story, right?’ Yeah, that’d go over real swell.”

“My birth mother showed up last time Gilgamesh was here, I didn’t even know I was adopted,” Jason said, looking back at him.

“That doesn’t help in the slightest,” Ben deadpanned. “Plus, in case you forgot, I’m a wanted criminal! Don’t exactly have a gleaming resume here.”

“‘Neither of us do,” Jason said, moving further into the tunnel. He stopped, looking around.

“So,” Ben prompted. “When were gonna let them know we know we’re surrounded? ...you did pick up on that, right?”

“Yeah I did,” Jason said with a nod, “Girls... I suggest you stop moving...”

“Huh? What’s up?” Dash asked, stopping in her tracks.

“Oh nothing. We’re just surrounded by what is no doubt about a hundred angry dwarves with the greatest weapons unknown to most the universe, ready to attack and kill us with a simple command.”

“Thank you for summing up our doom, Ben,” Twi deadpanned at the pegasus.

Suddenly several walls slid into the floor, revealing dozens of armored angry dwarves that looked to be right out of Lord of the Rings.

“What business have you here?” one demanded of them, brandishing a wicked battle axe.

“We surrender!” Ben shouted, raising his wings and hooves.

“You’re an idiot.” Jason rolled his eyes. “We come from Asgard, I request to see your king.”

“Asgard huh? I thought the Aesir were dead?”

“They are,” Jason said, looking at the dwarf, showing no fear.

“Very well,” he said, gesturing with his head, “Follow us. Any of you try anything and the crows will never get to taste your flesh,” he warned, starting to walk.

“Come on,” Jason said as he followed, Zed at his side, “Best not make them angry.” He looked back, seeing Ben leaning on the wall again, his breathing getting ragged.

“Ben?” Twilight asked, looking concerned.

“Ben,” Twi put a hoof on his back, feeling a sense of dread.

“I’m... I’m fine... just... just tired. All that time with Scootaloo wears a guy out, ya know?” He laughed a little, wheezing as he did so. “You guys go on ahead, I’ll... I’ll catch up in a minute.”

“Ben...” Jason said, looking at him, “Seriously, what's up?”

“It’s nothing,” Ben smiled as he waved off their concern. “Just been a while since I’ve gotten some rest. Go on ahead, I’ll be fine.”

“The others will stay with him,” the dwarf said, gesturing for them to follow.

“Be safe,” Jason said as he and the others went ahead.

Twi stayed behind for a second. She whispered to Ben, “It’s happening again, isn’t it?”

Ben nodded solemnly. “Everything will be fine. Keep them safe, Twi. Their safety is more important than mine.”

“B-but,” Twi tried to say, but Ben put his hoof on her lips.

“Just go, and don’t say anything. For their sakes.”

Twi looked saddened, but agreed. Nyx gave Ben a quick hug before they rushed to catch up with Jason. Ben watched them go, leaning on the cave wall. He let out a shuddering breath, his eyes catching sight of the cold whisper that was released.

“Just my luck,” he commented to himself.


The dwarven city was truly a sight to behold, carved out of the mountain’s innards. Various people moved about, doing any number of tasks. They were led into the palace, which had lava waterfalls built into its walls.

“Welp, thats amazing,” Jason said, looking up at it in awe.

“Okay, I see the appeal of other worlds now,” Twi said in amazement. Nyx was content with oohing and ahhing from her mother’s back.

“This way, the king is waiting for you,” their guide said, ushering them inside. They were quickly taken before the king, who greeted them from his throne. He wore shimmering golden armor and his crown was encrusted with all kinds of gemstones.

“Hail travellers, we’ve not seen visitors since the time of the Aesir,” the king spoke.

“We have come from Asgard to seek audience with you,” Jason said, getting down on one knee, “I, Corypheus, kin of Loki, have come to make a request of you.” He gestured for the others to bow as well.

Dash rolled her eyes, doing so, as did Twilight. Twi bowed as well, Nyx bowing as much as she could.

“Loki’s kin hmm?” the king asked, running his fingers through his rather glorious beard.

“I was sent here by my Uncle Fenrir, in hopes that you would craft me armor,” Jason said, looking up at him.

“Hel let the beast free of her realm?” the king asked with a frown.

“Well, actually, no, someone decided it would be a good idea to turn him into a zombie.” Hel rose out of the ground, giving Jason a smile. “Hello Corypheus, I thought to lend you aid, the dwarves are a stubborn people after all.” She turned to Twi, her eyes locking on Nyx. “Well this is a surprise, seems you have escaped death more than once, young one.”

Nyx eeped, hiding behind her mother’s mane. Twi put on a look of defiance. “If you try anything like Hades...” she let the threat hang in the air. “I already lost her once, I won’t let anyone or anything take her from me again.”

Hel laughed, shaking her head. “You misunderstand, I applaud her.”

“You what?” Twi and Nyx asked simultaneously, utterly surprised based off what happened with Hades.

“So you’re not going to take her away to your underworld because she used to be Nightmare Moon?” Twi prompted.

“My dear, escaping death is quite the feat and to do it more than once demands respect. Never yield, even in death,” Hel said with a smile. “With your permission, I would like to give her a blessing.”

“What kind of blessing?” Twi asked, suspicious. “You’re being a little too nice. What’s your game? Come on, out with it. Did Hades put you up to this?”

“Oh no, I hate that man,” Hel said with a slight glare, “I would like to give your daughter some of what made my brother Sleipnir special.”

“What’s that?” Nyx asked, her curiosity getting the better of her.

“The ability to move to and from the afterlife. Runes of power would be placed into your hooves so that the dead and their lord could not touch you.”

Nyx looked to to Twi, who seemed unsure. On the one hoof, Nyx would be safe from Hades forever. But on the other, she was scared of losing Nyx in the underworld. With the one pro outweighing the cons, Twi nodded.

“Alright. If it keeps her safe from Hades.”

As Hel smiled, darkness encircled each of Nyx’s hooves briefly before fading away, leaving behind strange runes that hummed with power. She leaned forward, whispering so low that none could hear her save for herself and the one to whom she spoke, “I know you're in there.” Nothing came in return. She just smiled, moving to Twi, holding out a tablet of runes. “You’re smart, it shouldn’t be too hard to figure this out.

“Thank you, miss. Thank you for protecting my filly,” Twi said with a gracious bow.

“You are more than welcome. Though if Hades asks, feel free to tell him those are courtesy of me, just be sure to get me a picture of his reaction. Ta ta,” she said, melting away into the shadows.

“That’s your grandma?” Dash asked, shivering a little, “Lady gives me the creeps.”

“She’s supposed to, she’s the goddess of death,” Jason said with a roll of his eyes. “Though Twilight, that tablet has to be important,” he said, looking to Twi.

“Hmm,” she said as she looked over the stone. “I might have to consult some of the older texts Celestia gifted me. Might have to call in a rune expert too. Hopefully my new library has everything I’ll need otherwise.”

“Well, it seems Hel has spoken for you,” the king said, getting their attention. “While her father was a snake she herself is a good enough sort. I shall see to your request personally.”

“I have brought materials,” Jason said removing them from his cube, “The teeth of Fenrir and the scales of Jormungandr.”

“You certainly have a mind for quality, from these the smiths will forge glorious armor, like the days of old. Pray tell, with the amount you’ve brought, armor could be made for all of you,” he said, looking at the gathered group, “Is that something you wish?”

“We’ll pass, but thank you,” Twi said, dismissing their offer politely for her and Nyx.

“I was hoping to have armor forged for my friends. While they are not here, I could assume their forms,” Jason said with a nod.

“A shapeshifter, hm? Must run in the family. Please follow my servants, they shall take you to the blacksmiths.” He nodded, sending his servants to pick up the materials.

“Well, that was easy,” Dash said as their group followed, having no idea how idiotic her comment was.


Far off, Ben wandered through a side cave. He had snuck off from his dwarven supervisors, for their own safety. He could feel the pain in his head growing with every step, cold sweat pouring down from his forehead. As he reached another side cave, his Omnitrix timed out of his locked form, returning him to human form.

“Crap,” he cursed. “It’s almost time.” He shuddered as the cold pierced his skin. Now matter how hard he tried, Ben couldn’t stay warm. That was the first sign of who was slowly making his way forward. Ben’s breathing was still ragged and he could see every breath as it flowed out of him. He reached the end of the offshoot cave, praying to any god who would listen that no one found him. Apparently he did not pray hard enough.

“Honored guest,” a dwarf said as he and his partner stood at the entrance to the offshoot cave. “Your presence is requested to join your compatriots. Now.”

Ben slumped against the wall, looking at them pleadingly. “Please. You have to go. Stay away from me.”

“If there is something wrong we can have one of our healers look ya over,” the other said, looking at him.

“You have to run! Please, I don’t want to hurt you!” Ben pleaded with them. “Just run!” A sudden spike in his head caused him to grip it tightly and choke back a scream. “He’s coming.”

“Just calm down,” he said, moving closer to Ben, putting his hands up.

“It’s too late!” Ben shouted as the Omnitrix activated. He screamed in pain as he transformed. In his place, crouched a tall, blue-cloaked, bug-like creature. It stood up, much taller than Ben was, its green bug-eyes looking down on the dwarves. It let out a deep breath, coming out as cold wind.

“Big... Chill,” it breathed out. “What do you want?” it asked of the dwarves.

“Please come with us,” one said, looking rather uneasy.

“I don’t think so, shorty,” Big Chill answered back. He went stiff for a moment, sniffing the air. “Hmm, I smell... gold, silver, jewels... there’s treasure here. Treasure... for the taking.”

“You will go nowhere near them,” the other said, drawing his weapon.

“So you stand in my way?” it asked. In response, the dwarves got into a ready stance. It chuckled darkly, walking towards them. It phased right through the dwarves, their bodies freezing solid. Big Chill chuckled again, putting his three-digit claws on both of their heads. He gripped tightly, crushing them into nothingness. He walked away from the busted ‘ice sculptures’, heading deeper into dwarven home. “This... is going to be fun.”


“That should be the last of them,” Jason said, currently in Chrysalis’s form as blacksmiths took measurements. He had gone through the rest of the Elements, plus the princess and finally Chrysalis. Zed was behaving herself and getting her own measurements taken. Jason looked over and saw Twi staring out into the caves.

“He had an episode didn’t he...?” Jason asked with a sigh.

Twi hung her head, knowing it was true. “I don’t know who is next. But, I just got a feeling that it’s free, whatever it is.”

“Lovely,” he said, shifting back to his default changeling form and then back to normal, “I’m going to go look for him.” He nodded to the dwarves, who were already busy forging the armor sets. “Any ideas on what he would shift into?”

“There’s only ten options,” Twi said, looking back through her book as Twilight and Rainbow gathered around.

“Which are?”

“There’s Humungousaur, Cannonbolt, Alien X, Brainstorm, Echo Echo, Goop,” Twi shuddered on that one. “Rath too. And those are just the ones that have been seen at the moment.”

“You don’t know the rest?” Twilight asked with a frown. “There are over a million things he could have turned into.”

Twi shook her head. “No, there isn’t. Only ten choices... they don’t know, do they?” She directed the question to Jason.

“Wasn’t my business to tell,” Jason said, shaking his head.

Suddenly, they saw a small troop of dwarves heading off into the caves. One stopped in front of them. “You should all take shelter. We shall deal with the threat.” He ran off after his brethren.

“Oh no,” Twi gulped. “I was right. One of the Voices is loose.”

“Twilight, relax, I got this,” Jason said, starting to run after the dwarves, determination on his face.

“Just don’t hurt him!” Twi called after Jason. “He’s not in control of himself!” She sighed as Jason disappeared, leaving her with a confused Twilight and Rainbow Dash.

Jason kept moving, soon coming across the dwarves, all frozen solid or crushed. “Ok that leaves two possibilities... Articguana or Big Chill...” he said, inspecting them. He heard panting coming from behind him, he turned to see Twi racing after him. “Why aren’t you with the others?”

She stopped in front of him, getting her breath back. “I... I promised... I promised to keep you safe from him.” She looked around at all of the damage, her face paling slightly. “Oh no, Big Chill. This has to be him.”

“Twilight, he can’t hurt me,” Jason said with a roll of his eyes, “And no thats not me bragging about how strong I am, Big Chill literally can’t actually hurt me.”

“Look,” she said firmly. “I made a promise to Ben and I’m gonna keep it. I hope you don’t expect a fight. Big Chill is the voice of Apathy. You’ll be hard pressed to even get his attention.”

“Watch me,” Jason said, his eyes glowing red. He touched the frozen dwarves, pulling the cold out of them. “You all should get out of here,” he told them. “Go get as much fire as you can.”

They nodded, hurrying off.

“Ah, I got it,” Jason said with a smirk. He whistled, Zed quickly running up to him, “I almost forgot our ace in the hole,” he grinned, patting her head. “Twilight, did Ben ever tell you about the Nemetrix?”

“Ben never talks about Earth unless we specifically ask, so no.”

“The Nemetrix is from the same place that the Omnitrix is from. See the Omnitrix is full of intelligent creatures, the Nemetrix however is full of animals. Specifically predators of what’s in the Omnitrix. One of those is Big Chill’s predator.”

“Are you sure that will work?” Twi asked, not sounding so sure. “The Voices are a tricky bunch.”

“Oh I’m sure, we just can’t show our hand too early,” he said, shaking his head. “Hey Big Chill, I got some tasty titanium for ya! Yeah... I didn’t think that would work. Ideas?”

Twi shook her head. “This one hasn’t been seen by us yet. I don’t know anything about him other than he’s selfish and tactless.”

“Gee,” he said rather loudly, “I hope no one finds out about the cube that stores all my valuables.It would be a shame if they tried to take it woudn’t it Twilight?” he asked, gesturing for her to play along.

“Oh, oh yes! We certainly don’t want all those treasure items to be absconded with!” Twilight said in an equally loud tone.

True to his nature, a blue bug ghosted through the wall. “Did someone say treasure?” it breathed out.

“Oh hi, Big Chill,” Jason said with a wave, “we were just talking about my treasure cube.” He flashed the hypercube, placing it back in his pocket.

“Treasure cube? How nice. Hand it over.” He put out his claw, waiting for it to be handed over.

“Nah, I’m just gonna keep it,” Jason said shaking his head.

“Whatever,” Big Chill replied with a shrug, turning around to phase through the wall again.

Twi gave Jason a look. “Apathy, remember? He doesn’t care.”

“Oh he wouldn’t want the treasure cube Twilight, now Zed’s collar on the other hand, thats the real treasure. That thing has diamonds up the wazoo!” he smirked, winking at her.

Big Chill sighed. “If you’re not going to just hand it over, then I don’t care. That’s work. I don’t do work.”

“By all means just take it,” he said, “I’m rich enough as it is.” Jason gestured for him to take it. Big Chill was suspicious, but free stuff was free stuff. He moved over to Zed, grasping for the collar.

“Zed, Hypnotick.” Zed shifted from, now a very large, twin fanged insect. It hovered in front of Big Chill, staring into his eyes, and began releasing a red mist.

“Twilight, behold the Psycholeopterran, predator of the Necrofriggians, Big Chill’s species. Don’t look into the mist or it’ll hypnotize you.” Jason warned. They watched as Big Chill just stared at Hypnotick, their plan apparently succeeding... until Big Chill slammed his fist into the giant bug’s face.

“Did you honestly think your pathetic hypnotism would work on me?” it asked, glaring at a dumbstruck Jason. “Not only do you hold back your treasure, but then you try to control me. That calls for a little revenge.” Big Chill phased through the floor, disappearing.

“Well, Buy some apples!. I should have seen that coming.” Jason looked around. “Stay alert Twi, if he shows up, dive behind me.” They gathered around each other, waiting for anything.

“JASON!!” they heard Rainbow Dash cry out from the dwarven city.

“Move!” Jason shouted as the trio raced back toward the city. Arriving at the source of the screaming, they saw Big Chill standing there, with Twilight frozen solid and Rainbow Dash, half frozen, held high in his grip.

“I told you there would be revenge,” he said simply, putting a claw on Twilight’s statue.

Jason narrowed his eyes, and the next thing anyone saw, he was suddenly in front of Big Chill. With a single punch, Jason sent him flying into the wall, then caught Dash before she hit the floor. “You are totally outclassed in the cold department,” Jason said. Touching Twilight’s statue, he absorbed the cold from both mares.

“H-he was going to k-kill us!” Twilight stumbled back, shivering.

“Blame your friend,” Big Chill said, picking himself up and brushing off the debris. “He shouldn’t have ticked me off. Whatever, though, I’m gonna go get my treasure now.”

“Oh no you’re not,” Jason said, putting down Rainbow Dash. “Omnitrix, Nightshade,” Jason said, shifting into his Gengar form.

Big Chill let out a massive groan. “Why do you keep getting in my way? I don’t want to work.”

“The word of the day is job. J-O-B.” Jason said with an inhumanly massive grin.

All of sudden, a loud beeping noise emanated from Big Chill’s chest. They all looked towards the sound, to see the Omnitrix was powering down. Big Chill slumped over a bit and sighed. “Whatev–” and he transformed back into Ben, who immediately crumpled to the floor.

“Ben!” Twi rushed over to him, quickly checking that he was alright.

“Is he alright?” Jason asked, reverting to normal. He moved over to Ben, kneeling down to check his pulse.

“I think so. The Voices usually drain him quite a bit. With the way he was acting earlier, this particular one must have taken a lot out of him.”

“You three should get out of here before the dwarves get back.” Jason stood up, looking around. “Nyx, you should stay close to your mother,” Jason instructed.

“Finland,” Ben moaned, still semi-conscious. Nyx did as instructed, getting on Twi’s back.

“Just... please don’t blame him for this,” Twi pleaded to Jason, as well as Twilight and Rainbow Dash to a lesser extent. “He can’t control it. They aren’t him.”

“I don’t,” Jason said shaking his head, “Ben Ten, our contract is complete.”

A portal opened beneath the three otherworlders, causing them to fall through. Jason swore he heard Ben yell as they fell, “Just my luck!” It closed right after them.

“Well... that was something...” Twilight said, looking at the portal. “I wish we had gotten along better.” She sighed, shaking her head.

“Not everyone can be friends Twi, not everyone can be friends...” Jason said, standing up. ‘Ben, I know you can help her get over it,’ he thought to himself. “Ah fuck! He didn’t undo the curse... wait... when did it stop working? Huh... not gonna question it.” Jason didn’t see his Omnitrix flash, nor did he notice that it was working by itself.