My little Omniverse

by Time Agent pony

The Fall of an Empire

Twilight and her friends were all on the train heading for the Crystal Empire,

"We should be arriving shortly" Rarity said, looking through the window,

The train arrived at their destination. Twilight, her friends, Spike, Ben and Rook all departed the train.

They all gasped at the sight that met their eyes. The once blue sky, now shrouded in dark cloud, the once shining crystal buildings, now tainted shadow black, the once joyful Crystal Ponies, now reduced to mindless zombies wondering the streets.

"This looks messed up" Ben said, breaking the horrible silence.

"I had no idea one person could create all of this darkness" Twilight said, in a hushed whisper,

"We'd better get moving before anyone spots us" Rook said,

The party began to slowly walk through the dark streets trying to avoid being seen.

As they approached the center of the city where the Crystal Heart was located they saw Michael Morningstar draining the last bit of energy out of the heart shaped crystal; he noticed Ben and his friends.

"It's been a while Ben" he smirked, "what you been up to?"

"Bringing you down!" Ben growled,

"What did you do with Princess Cadance and my brother?!" Twilight demanded,

"They are the play things of Sombra now" Micheal answered,

"You're insane" Rainbow Dash joined in,

"Really Miss Dash, must we resort to name calling?" Micheal laughed,

"Do you even care about who your hurting, Micheal?" Ben asked, horrified.

"Not is the slightest" Micheal retorted, "I've almost drained the Crystal Heart of all of its energy, it tastes so sweet",

Finally Ben had had enough. He glanced at the Omnitrix, the dial flashed green, "It's hero time!" Ben cried, he slapped the dial and it a flash Ben transformed into the radioactive alien NRG.

"It's crunch time!" NRG said, then he saw what he had changed into, "Arr, NRG, really!?" he groaned, he spat.

NRG looked across at Twilight and her friends to see what they had turned into,

Twilight had become a ponyified version of the crab alien Brainstorm,

Rainbow Dash had become a ponyified version of the crystal alien Chromastone,

Applejack had turned into a ponyified version of the rage filled alien Rath,

Fluttershy had turned into a ponyified version of the mummy based alien Snare-Oh, formally known as Benmummy

Rarity had transformed into a ponyified version of the diamond alien Diamondhead,

Pinkie Pie had transformed into a ponyified version of the living metal alien Upgrade, only instead of Upgrade's usual green and black lines all over his body, were now coloured pink,

And finally Spike, he had transformed into a dragon version of the fire alien Heatblast, "Now this is more like it" Spikeblast said, checking himself out,

"I always knew Twilight was an egghead" Rainbowstone giggled, at the sight of Twilight's new look,

"Let me tell you something, Rainbow Dash!" Applerath yelled, "have you seen yourself at all today!?"

"You don't have to yell!" Rainbowstone retorted,

"My dear Pinkie, it seems that your DNA has been combined with that of a Galvanic Mechamorph" Brainlight said, turning to Pinkie,

"I have no idea what that is" Pinkgrade replied,

"It means that you can merge with technology and upgrade it beyond its original design" Brainlight continued,

"So... I DON'T get the alien I want, but they DO?!" NRG fumed, "I so hate you, new Omnitrix" he sighed,

"Ben, can we focus?" Rook interrupted,

"Oh, right" NRG said, snapping back to the danger at hand,

"I will leave you to my back up" Micheal said. He had drained all the energy out of the Crystal Heart, "I have to deliver this energy to Equestria's future king",

As Micheal turned to leave, five figures, three ponies and a griffin appeared, Brainlight recognized one the ponies

"Trixie?!" she gasped,

"What's wrong Twilight, one of your spells backfired?" Trixie mocked,

"Lighting Dust and Gilda?!" Rainbowstone gasped, just as shocked as Brainlight,

"Me and Lighting got beef with you, Rainbow" Gilda growled, cracking her knuckles,

NRG and Rook recognized the five figures, "Sixsix, Sevenseven, Eighteight and Kraab" Rook gasped,

"Already forgotten about me, Tennyson" Albedo snared, "I'm insulted",

"Albedo" NRG said, glaring at his evil lookalike,

"Like you say Tennyson - It's hero time" Albedo smirked, he turned to Trixie,

"If you wouldn't lending me some magic, if you please" he said,

"Trixie would be more than happy" Trixie replied, as she touched her horn to Albedo's Omnitrix

"And while I'm at it, I constructed these devices for you, Lightning and Gilda" Albedo continued. He handed Trixie, Lighting and Gilda some amulets that looked like the Omnitrix, but in different colours.

"You made some knock off Omnitrixes?!" NRG sputtered,

"The're called the Megatrixes" Albedo snapped, "Anyway" he pressed the dial on his Omnitrix, and in a flash of red Albedo transformed into a negative version of the fire shooting swamp alien Swampfire.

In a flash of blue light, Trixie transformed into a ponyified version of the moth-like, ice breathing alien Big Chill,

In a flash of turquoise light, Lighting Dust transformed into a ponyified version of the manta ray like, supersonic alien Jetray,

And in a flash of crimson light, Gilda changed into the rock based alien Crabdozer, the national predator of Heatblast in the wild,

"You and your friends are about to became pancakes" Gildozer growled,

"There is just one thing missing" Trixie Chill said, she and Albedo slapped their Megatrix and Omnitrix symbols on their chests and in another flash Negative Swampfire and Trixie Chill transformed into Ultimate Trixie Chill and Ultimate Negative Swampfire.

Instead of Trixie Chill's body being dark blue it was now crimson, instead of Ultimate Negative Swampfire's gooey shells being light blue, they were now red.

"You never told us that your aliens had ultimate forms!?" Rainbowstone said,

"I forgot, I haven't done it in a while" NRG replied,

"Either way, you freaks are going down" Spikeblast said, he rocketed towards the villains on a fire surfboard,

"Bring it on, you ruffians" Diamondity said, following up on Spikeblast's lead, she morphed one of her front hooves into a blade and charged after Spikeblast,

"Ah yeah, let's cause some pain!" Applerath yelled, she dashed after Diamondity, her wrist blades ready,

"I'm with you, AJ" Rainbowstone said, dashing after her friend,

"Let's party!" Pinkgrade said, from out of nowhere she pulled out her party cannon, merged with it and rushed after her friends,

"We can beat them if we work together" NRG said,

NRG, Rook, the ponies and Spike engaged the villains,

Brainlight fired raspberry coloured lighting from her over sized open brain at Ultimate Trixie Chill, who simply dodged the blasts and fired a hail of fiery ice at Brainlight, "Is that all you got Sparkle?" Ultimate Trixie Chill mocked,

"My dear Trixie, I have more then a enough to stop you" Brainlight replied, shielding herself from the blasts,

Lightingray flew circles around Rainbowstone firing powerful blasts from her eyes, Rainbowstone just absorbed the blast and fired ultraviolet beams back at her, "It's going feel good to get back at you, for getting me kicked out of the Wonderbolts academy" Lightingray snarled,

"Oh yeah, well maybe you should try caring for somepony other then yourself" Rainbowstone replied,

Spikeblast was having no such luck dealing with Gildozer, his fiery blasts didn't even scorch her,

"You're nothing but a bug for me to crush" Gildozer growled, raising one of her crab like legs.

But before Gildozer could attack she was hit by a hail of Diamond shards from Diamondity, "Fighting's not really my thing, I'm more into fashion, but I'll rip you to pieces if you touch one scale on his cute little head!" she threatened,

"And who's going to stop me, you?" Gildozer laughed,

Diamondity stomped her front hooves into the ground causing a chain reaction of large diamonds to erupt from the ground right under Gildozer flipping her into her back, with her legs waving helplessly in the air.

NRG's battle with the three bounty hunters, Sixsix, Sevenseven and Eighteight was going badly. The hero was losing the fight because of the heavy containment suit he was wearing which decreases his speed and agility and the eye holes in the suit were quite small, which limited his vision.

The three alien bounty hunters were attacking him with laser pistols, grenades and buzz saws.

"Looks like I'm going to have to lose some weight" NRG thought, realizing he was losing the fight,

And in a flash of orange NRG ejected from his containment suit and hovered in the air above the three bounty hunters, "Suckers, Ha Ha" NRG laughed,

The three bounty hunters rocketed after him with their jet packs.

---

Meanwhile in the palace of the Crystal princess Twilight's brother Shining Armour stood face to face with King Sombra, trying his best to protect his wife Princess Cadance, "I'll never let you touch her" Shining said defiantly,

"Your wife, like the other crystal ponies in this empire, belongs to me" Sombra said, "accept your end". He motioned to Micheal, who blasted Shining Armour with his energy, "My...sister...will...stop...you" Shining struggled to get the words out, growing weaker as his life energy was drained away by Micheal.

"And now for you" Sombra continued, as he and Micheal turned to the now unprotected Cadence, who was shaking, "This is such a touching moment, after this not even Princess Celestica can stop me" Sombra said, his voice filled with both a sense of victory and awe.

"You monster! I can't believe you'd do this" Cadance snapped out of her terror,

"I'm the monster, here?" Sombra replied, shocked at Cadance's sudden rise in courage, "I'm not the monster, you are, Crystal princess. If it wasn't for you and that pathetic unicorn Twilight, I would have reclaimed the empire I once ruled! If you will not follow me then you will share your husband's fate" he thundered.

He motioned again to Micheal,

"I'm going to enjoy this" Micheal smirked, as his energy snaked its way towards Cadance. But before it could touch her, Micheal was hit by blast of rainbow coloured laser bolts,

"You will not harm her!" Twilight defiantly said, as she, her friends, Spike, NRG and Rook entered. Twilight and her friends were still in their alien forms and NRG who was now back in his containment suit. They were bruised and battered, but they had won the fight outside and where not willing to give up.

"You will pay dearly for that!" Sombra growled, his grayish green eyes lighting up in rage

"Tennyson" Micheal fumed, he looked as angry as Sombra,

NRG pressed his Omnitrix symbol on his chest and changed back to Ben, "I didn't want to do this Micheal, but the gloves come off this time" Ben said, his voice full of anger. He slapped the Omnitirx dial and in a flash, Ben transformed into the atomic powered alien Atomix.

Twilight, Rainbow, Pinkie and Applejack pressed their Omnitirix's and they transformed too.

Twilight changed into a ponyified version of the electric jelly fish alien AmpFibian,

Rainbow dash changed into a ponyified version of the building blocks alien Bloxx,

Pinkie changed into a ponyified version of the phantom alien Ghostfreak,

Applejack changed into a ponyified version of the armoured, jackhammer armed alien Armodrillo,

After they had transformed, Twilight and her friends rejoined Atomix and the others,

"If you won't listen to reason, Micheal" Atomix said, standing his ground, "then I'll have to beat some scene into you"

"All right, break it up everypony!" Appledrillo got ready to fight. When nothing happen she sighed, "Better yet, let me break in up for you." She smashed one of her jackhammer front hooves into the ground, sending a shock wave rippling though the ground. The castle shook, both Sombra and Micheal were knocked off their feet.

"Applejack you really need to work on your timing" Rainbloxx replied, slapping her hoof to her head,

"Girls can we focus" Twifibian interrupted, she was still trying to control her extra limbs,

"I am ghost oooo" Ghostpie said, as she glided around the room,

"What are you waiting for? Use your powers!" Sombra barked,

"I can't, my powers won't work on ghosts, they don't any life force to drain" Micheal snapped,

"Maybe this might do something" Twifibian said, shooting some blasts of electricity at Micheal,

"Thanks for the power up, you stupid life form" Micheal smirked, he fired a blast of his energy at Twifibian knocking her out of alien form,

"Nopony hurts Twilight Sparkle and gets away with it" Rainbloxx said, stamping her front hooves on the ground. She merged one of her front hooves into a gun, the Bloxx-lobber, and started firing blocks at both Sombra and Micheal. But they both smashed their way though them, Micheal with a powerful blast knocked Rainbow out of her alien form and her Omnitrix symbol vanished.

"Alright that's enough!" Atomix cried, before either Sombra or Micheal could react they were hit by one of Atomix's atomic punches, Sombra was sent flying backwards, whereas Micheal absorbed some the atomic energy from the punch, "Is that all you got, Tennyson?" he growled,

"I have to agree with Ben on this one" Appledrillo said, as she prepared another shock wave. But Micheal somehow guessed what she about to do. Before Applejack could do anything she was hit by a blast of Micheal's energy. She, like Rainbow and Twilight, was knocked out of her alien form, her Omnitrix symbol, like Rainbow's, vanished.

"You've hurt enough innocent lives" Rook said, pointing his Proto tool at Micheal, but before he could fire he was knocked unconscious by a blast of dark magic from Sombra,

"Rook!" Atomix cried, he fired a powerful ball of atomic energy at Micheal in his frustration, only for Micheal to absorb it. Atomix changed back to Ben and slapped the Omnitrix dial, and in a flash Ben transformed into an alicorn, it looked Princess Luna, but instead of a moon cutie mark was the Omnitrix symbol, his mane, instead of being sapphire blue was alien green.

"Wow, this one new" alicorn Ben said, inspecting himself, "I think I'll call this one Omnicorn",

Twilight got back to her feet, looked around at her fallen friends then joined Ben, "I'll fight Sombra till my last breath" she said, she slapped her Omnitrix symbol and transformed into an alicorn version of universe warping alien, Alien X.

"Wow, Twilight you look awesome" Rainbow dash said, as she and the others got back to their feet.

Twilight didn't answer, "Hello, anypony in there?" Rainbow dash asked, waving a hoof in front of Alicorn X's face,

"What's wrong with you, girl?" asked Applejack,

"I think I might know" Omnicorn answered,

---

Deep within the Alicorn X things were very different from the motionless alien outside.

Twilight Sparkle found herself drifting in a dark void, "Where am I?" she asked,

"Look Serena, if it isn't Twilight Sparkle" a sneering voice answered,

Twilight found her self floating in front of two faces, one frowning and grumpy while the other kind and understanding,

"Why Bellicus, I propose that it is Twilight Sparkle. Seconded?" the kind face said, turning to the grumpy face

"Who are you and where am I?" Twilight asked,

"I am Serena, the voice of love and compassion" the kind face replied,

"I am Bellicus, the voice of rage and aggression" the grumpy face replied,

"And to answer your other question, your inside Alicorn X" Serena continued,

Twilight remembered what Ben had told her on the train to Ponyville about his Alien X form: you had to get both Bellicus and Serena to agree on something and once they agree Alien X's universe warping powers could be used.

"I need to use this alien's powers to free the Crystal Empire from Sombra's evil" Twilight began,

"All in favor of the your land being covered in evil?" Bellicus said,

"I say no" Serena cut in,

"You have to help us" Twilight pleaded,

"All in favor of helping you?" Serena asked,

"Denied" Bellicus spat,

"If you two don't do what I say the Crystal Empire is going to be destroyed, with Ben in it!" Twilight was shouting now,

"And your point would be?" Bellicus asked indignantly,

"We can't allow Ben to be harmed" Serena replied,

"If Ben and the Omnitrix are destroyed, you two will be destroyed with it" Twilight explained,

"All you have to do is let me use Alien X's powers" she continued,

"Seconded", both Bellicus and Serena replied together.

Twilight breathed a sigh of relief.

---

Outside, Omnicorn and Sombra were locked in a fierce fight. Fluttershy and Spike had tried to help, but ended up having her Omnitrix energy drained from them by Micheal,

"Fluttershy, Spike!" Omnicorn cried as he turned to rush over to them, but Sombra was too quick and hit him in the face with a blast of dark magic. Omnicorn stopped in his tracks, rubbing his eyes, which now glowed toxic green.

"Bellwood? how did I..." he broke off, "No no It can't be" for what he saw was Bellwood city reduced to rubble by the Computron and his forces from Dimension 12. They now roamed the destroyed city uttering the same phrase, "Destroy all flesh and the works of flesh"

Ben reach for the Omnitrix, "What happened to the Omnitrix? I had it a while ago in the Crystal Emp..." Omnicorn stared at his wrist, "The Omnitrix it's gone!" he said,

"Ben! Sombra's using your worst fears to throw you off!" Rainbow Dash cried,

Omnicorn heard what Rainbow said and summoned up a surge of magic which released him from Sombra's spell,

"Only one pony is capable of resisting my magic" Sombra growled, he fired a blast of dark magic again, Omnicorn fired a blast of green magic at the same time, the two energies met in the middle,

"You, like Princess Amore before you, will fall, hero" Sombra declared, his beam got stronger, eventually the beam enveloped Omnicorn. He fell to the ground and changed back to Ben.

"It's all over" Rarity said,

Micheal walked towards the fallen hero, "Time to end this" he said.

But he was interrupted my a voice that sounded like Twilight's voice but two other voices spoke with it in unison, "Motion...denied! This world will not be destroyed!"

The source of the voice came from Alicorn X who was now standing her ground, ready to fight,

"I'll deal with you first" Micheal said, he fired his energy at Alicorn X. But before energy got close, Alicorn X used her horn to draw a circle in midair. After doing that she hit the circle, and the space in front of it rippled like water.

Micheal's energy rebounded back towards its owner. It began to drain Micheal instead of Alicorn X,

"Cheap trick" Micheal growled,

Ben, seeing his chance, checked the Omnitrix. The duel flashed green, "Now to finish this" he said, he slapped the duel and in a flash he transformed into Feedback. He pressed the plug-like attachments on the end of his fingers to Micheal's body,

"I think I'll borrow some energy" Feedback said,

"This isn't over, Tennyson" Micheal said, defiantly as he was drained,

"Sorry dude, it kinda of is" Feedback replied, he fired the energy he had drained out through the wall, in a concentrated blast aiming for the Crystal Heart.

There was a flash of light blue and then a wave of magic that erupted out of the Crystal Heart,

"Noooo!" Sombra yelled, as he was banished back to his prison, leaving nothing but his horn,

Micheal fell to the ground, too weak to go on,

"It's all over" Feedback said, as he turned back to Ben,

"It's finally over" Rarity said, breathing a sigh of relief,

The others turned to Alicorn X, "Seconded! motion carried" it said, as it changed back to Twilight, "I really don't want to do that again" she panted, her Omnitrix symbol vanished,

"Nooo!" cried a voice, they all turned to look at Micheal, Rarity let out a scream for Micheal's face had became an awful zombie-like face.
"Look what you've done to me!" Micheal thundered, almost out of energy, "someday you will all pay!"

Micheal tried run but was hit with a taser shot from Rook, "Micheal Morningstar, you're under arrest" Rook said as he took out a pair of energy cuffs and placed them on him.

Comments

[Wildcard25]

This was neat. And I liked the including of some MLP alien fanart

[Time Agent pony]

6069601 thanks your support has been noted

[DL2]

"You never told us that your aliens had ultimate forms!?" Rainbowstone said,

Didn't Ben talk about the Ultramatrix and the fact he can evolve his aliens to their ultimate forms a chapter or two ago? I'm pretty sure he did. Sounds more like Rainbow forgot about it.