Ben 10 and the Planet of the Ponies

by ngrey651

A Crack in the Mirror

Elsewhere, Ben was on the edge of the infamous “Everfree”, Rainbow Dash cracking her neck a bit as she turned to face him with a big grin. “You sure you wanna do this?”

Ben smiled. He was sure. He had a feeling he knew just how to lower Dash’s defenses and get her to reveal more of what he wanted: appealing to her ego. After all, it worked on him all the t-

He groaned inwardly, realizing he’d just insulted himself but pointed at his watch. “I bet you I can find an alien in here just as fast as you to get through this “Everfree”. I mean, there’s a straightforward path to follow, nothing hard about it.”

“I’ve never even been all the way through the Everfree. But still, if you’re fine with a slight disadvantage-” The Pegasus admitted with a shrug of her shoulders.

“Anything worth doing is hard.” Ben just said with a smirk, raising his hand up in the air before slamming it down on the watch…

Yep. He lucked out. His form seemed to elongate and streeeeetch, his skull giving out slight cracking noises as his cranium turned bullet-like, his fingers merging together, turning into thick claws, his feet now growing natural “balls” beneath them, as if skates had been built into his new body. His new form was limber and blue, with green eyes that had piercing black pupils and a black, torpedo-esque helmet he wore atop his head. He wasn’t so much Ben was he was “XLR8”, one of the fastest aliens in the galaxy.

“Well I’m ready to roll. How about you?” He asked Rainbow Dash with a slightly cocky grin, Dash whistling, obviously impressed.

“I’m ready for anything. On three! One! Two!”

Ben’s tail whipped slightly at the air as he grinned. Oooh, this would be fun.

“Three!”

With that, they took off, the air whipping around them, Ben’s arms moving fluidly along with his legs as he barreled forward. He was a speeding bullet, though Dash was giving him a run for his money, her wings propelling her forth through the dark expanse of the Everfree like a locomotive. The skies above were almost utterly obscured by a canopy that seemed to only want to block out all light that could shine in from above, the ground covered in ugly greenish-brown moss that seeped off the trees, and even the trees seemed to have mocking, grinning faces that were smirking at him.

Ben tried to ignore all of this, keeping to the path, Rainbow Dash to his left as they continued to hurtle down it, sending leaves flying left and right as Ben’s helmet visor raised up, allowing his face to look over at Dash and give her a cheeky smile. “Ready to give up?”

“HA! I don’t lose! I NEVER lose!” Dash growled, though Ben noticed a sudden edge to her tone.

“Then how come you didn’t defeat that outsider? She isn’t in a jail cell or anything, she’s out there, free.” Ben reasoned, Dash’s eyes turning dark as she gripped her hooves tightly into fists, her tone becoming low, a mixture of shame and fury seeping in.

“I thought she was so cool until she tried to blow up the Elements. She got the best of me! She got me riled up! Said I was an insult to the Elements! I don’t know why! I’d never, ever abandon my friends! I LOVE my friends!”

Her voice was getting almost demonic in how furious she sounded. Ben was now seriously worried Dash was going to break her teeth, because she was gritting them and grinding them hard, a cold fury slowly turning red-hot. “And she hurt them! So when I see her again, I swear I’m gonna-”

Then she saw something up ahead, quickly trying to turn. A tree had fallen into the pathway, and Dash swerved away, skidding to a halt.

Ben, however, had been focusing too much on Dash. He struck the tree, his legs feeling as though a poker had slammed into both his knees as he went flying through the air, gasping in surprise. Tree limbs smacked him in the face, clawing at him as his form shifted back. The Omnitrix had timed out, and now normal human Ben Tennyson was tumbling down a nearby hill, bouncing up and down like a rubber ball, gasping in pain before, at last, smacking into a rock at the bottom…

Remembering nothing more.

…

…

…

…Gwen was slightly nervous about all this. But Princess Celestia was celebrating her birthday tonight and she’d invited her, Kevin, Rook and Ben. Ben was still out with that Pegasus Rainbow Dash at the moment, but Celestia didn’t mind him nor Dash being slightly late. She was, as Twilight insisted as they made their way through the town hall’s luxurious new trimmings, just glad to see all her little ponies there.

“Of course, its mandatory to attend, but why shouldn’t it be?” Pinkie Pie asked with a shrug. “I mean, she is the princess! And besides, all parties should be attended no matter where they are!” She added with a wave of her hoof, the rest of the Element Bearers all serving each other and various ponies at large, long tables loaded up with delicious food and drink. Pinkie Pie held up a kazoo, letting out a note, as a few ponies nearby took off their party hats and placed it over their hearts. “Now! All together! The Special Birthday Song!”

“It’s your birthday dear Celestia, happy birthday to you!
We wish it was our birthday so that we could party too!
Oh happy, happy birthday! Happy Birthday to you!
So let’s all together and just loo-loo-loo-loo-loo!”

“…loo-loo?” Gwen asked, blinking in surprise. “Uh, what’s loo-loo?” She wanted to know, scratching her head as Kevin munched on a cupcake, Rook sipping some punch and looking over at the disk jockey for the party. The purple-haired unicorn had snazzy purple sunglases on and was waving her hoof in the air, the other on a record she was spinning as neon lights crisscrossed over her stereo stand, her tongue lagging out as she headbanged to the record.

“Party party party! Drink drink drink!”

“Oh, well, you see-” Rarity began to explain, adjusting a monocle she had over one eye, wearing an elaborate, deep indigo evening dress which brought out the color of her eyes so dazzlingly, “It involves several willing ponies, a delightful sampler of several wines, exquisitely intimate contact-”

“It’s a “funny kiss”.” Fluttershy interjected with a nervous smile, approaching Rook and looking him over. Hmm. He was remarkably similar to a cat, she realized, stroking his back in juuuuust the right way as his body shivered, his eyes going wide. “Ooh, you like that?”

“Oh! Uh…um…” Rook blushed a bit. His body did like being petted, but this was very uncomfortable for him, he thought inwardly as he rubbed the back of his neck whilst Celestia strode into the town hall, moving past the stereo system. Gwen approached her, seeing Celestia was now wearing…surprisingly little. She had on minimalist armor now, really only a pair of golden boots, a very slim example armor covering her lower region, and her tiara, with an odd air about her that seemed different than what Gwen had noticed in her before. It bothered Gwen that the royal high regent of the land was basically only wearing a circlet and “ass armor”.

“I so enjoy being able to lower my defenses. Lower myself to walk among the common pony folk. Let them see how much I’m like them!” Princess Celestia remarked, Gwen inwardly flinching. As much as Celestia may have been trying to sound down-to-Earth, the phrase “lowering myself” and “common pony folk” had that unmistakable elitist ring to it. “It means I get to wear this fantastic set. Though…ooogh.”

Celestia groaned a bit, scratching at herself. “Sorry, kind of…pinchy. Now then! Vinyl Scratch! The Party Princes demands you turn it up immediately!” She proclaimed dramatically, pointing a hoof in the DJ’s correction.

“With all due respect, Princess, I have to ask. Turn up…for what?” Vinyl asked before suddenly switching to a sudden high-energy EDM track, everyone in the room seeming to smack the air with their crotch, almost folding in half as they flailed their hooves about in the air, Celestia letting out a “whoop-whoop” as Vinyl cackled madly before switching to a new song, flipping a new record onto the controls and pulling the microphone next to her large stack of records closer to her lips with her hoof, white fur glistening with sweat. “Hey, hey, hey! Grab a honey and hold her tight, lets get the party started!”

“I, er-perhaps, um…you could, ah…stop?” Rook finally managed to ask Fluttershy at long last. He had to change the subject and get her to stop petting him like a housecat. Something, anything besides petting! So his mind went to the first thing he could think of. “So, er…what is this…funny kiss, exactly? How does it work?”

“Here, I’ll show you.” Fluttershy said, leading him over to the wine table nearby with a wave of her hoof. “First, a drink, and then I can demonstrate it!”

“May I have this dance?” Celestia asked, putting a hoof out, extending it to Gwen as she nervously blushed, looking over at Kevin, who was now surrounded by other mares, a clearly worried, disturbed expression on his forehead at the way they were looking at him.

Something was very wrong here.

Very wrong.

So Gwen tried to stall, rubbing the back of her neck, nervously tracing a circle in the ground. “I, er…well, I really shouldn’t, I mean, Kevin’s my boyfriend-” Gwen began to say before suddenly taking notice of Rook, who was now sitting in a chair, and it all finally sank in when she saw Fluttershy rubbing up and down his chest, his face obviously flustered, and his clothes slightly torn and unusually wrinkled, almost as if someone had ripped-

“There was nothing funny about that at ALL!” He gasped out.

Gwen suddenly realized what was going on, and what Celestia was implying she really, truly wanted. “My dear, I know how fascinated you are by my culture. And what’s not to love? Come now. For one night, forget your old life and let this wonderful new one entrance you!” Celestia laughed out loud, draping herself over Gwen, making her nervously gulp. Her breath was so hot, Gwen almost felt sweat break out on her face on the spot as Celestia swung her and herself over to the center of the dance floor.

Celestia was now standing up on her back hooves, her other hooves held up high behind her head as she shook her ass, giving Gwen a seductive look. “Let me tell you.” She said before reaching down to her lower armor. “Ooh! One moment. These pants are so good on me, but they do so chaaaaafe!” She admitted, tossing the golden armor to the side as several other ponies instantly jumped to stand alongside her. They were now in perfect imitation position, a well-oiled machine trying to do one thing and one thing alone as Kevin and Gwen looked at each other, then at the ponies moving like snakes across the grass towards them.

I hear your heaaaart beat to the beat of the drums!
Oh what a shame that you came here with someooooone,
So while you’re here in my arms!
Let’s make the most of the night like we’re gonna die young!
We’re gonna die young!
We’re gonna die young!

They stomped on the floor in perfect synchronicity to the song, twirling about, Celestia at the front as she playfully gave Gwen a wink before stretching her body wide, laughing uproariously as the music swelled around them all.

Let’s make the most of the night like we’re gonna die young!

The lights flashed across the dance floor, the ponies twirling about, manes flopping left and right, Celestia’s own mane seeming to wrap around Celestia like a robe as she stopped in front of Gwen, draping one arm over the redhead. Gwen tried not to shudder at this, Celestia moving closer, slowly turning her and Gwen around, moving the girl slightly onto the dance floor as she did.

“Young hearts, out our minds
Running 'til we outta time!
Wild child's lookin' good
Living hard just like we should!
Don't care who's watching when we tearing it up!”

“I know!” Gwen remarked nervously with a shaky smile, Celestia touching her cheek with a hoof.

“That magic that you got nobody can touch!”

“For sure!” Gwen added. “Oh please don’t hurt me!”

Celestia leaned in closer, whispering in Gwen’s ear, the ponies now moving in an almost perfect circle around Kevin as he looked over at Gwen, trying to move for her, only to be cut off by more ponies, Kevin cringing as he stepped back. “Look, y-you gotta stop!”

“Ohhhh?” Rarity asked, waving her hoof in the air as she approached him, giving him a playful poke in the center of his chest. “You ought to be honored I want to spend time with you!”

“You really don’t have to.” He said darkly.

“I know! That’s what makes me so nice!” Rarity admitted with a small, high laugh, throwing her head back, wrapping her hooves around him as he shuddered and cringed, almost sticking his tongue out. And he’d thought the four-armed Amazonian lunatic that was Princess Looma was the Girlfriend from Hell!

“I know who you are! I know you’re type!
Looking for some trouble tonight!
Pretend it’s the last night of our lives!
We'll keep dancing 'til we die!” Rarity seductively crooned.

Gwen wasn’t doing too well either. Celestia was practically on top of her, tracing a hoof down her chest, licking her lips slightly.

I hear your heaaaart beat to the beat of the drums!” She whispered, tapping Gwen’s heart. Thump-thump.

“I-look, I’m-I’M not comfortable with this!” Gwen began to say. “I’ve GOT a boyfriend, I’m not interested in girls-”

Oh what a shame that you came here with someooooone… Celestia crooned with a chuckle, her mane slinking over Gwen’s shoulder as if trying to wrap around her like a snake encircling prey. So while you’re here in my arms!
Let’s make the most of the night like we’re gonna die young!
We’re gonna die young!
We’re gonna die young!
Let’s make the most of our night like we’re gonna die young!

And then, salvation. The door to the hall burst open, Ben holding Rainbow Dash in his arms, cuts and bruises all over his own body as twigs stuck out of his hair. All of the ponies instantly turned, gazing with shock at the sight before them as Ben held Dash slightly up, panting a bit.

“She!...needs help!” He gasped out. “And I do too! So is there a doctor in the house?!”

“What happened?” Fluttershy asked, immediately bolting over to her, the Element Bearers racing to their friend, clear and obvious looks of concern on their faces as Princess Celestia blinked before dusting herself off, letting go of Gwen and making her own way over along with the rest of the ponies in the town hall. Vinyl Scratch halted the music, putting her sunglasses away and blinking stupidly, Gwen noticing that the pony with dark grey fur who’d approached them before to talk about the Outsider was in the back, staying far away. Stranger still, he was scribbling something down on a notepad, looking from Dash to the Main Element Bearers and Celestia.

“We were having this race at the Everfree.” Ben murmured. “I had tripped, I fell down a hill and knocked myself out. When I woke up, though?”

He cringed. “Something tall, dark and ugly was staring me in the face.”

---

Ben moaned as he rubbed his head, trying to get to his feet only to see he was now surrounded on all sides by very unpleasant, smirking faces that, most definitely, were not normal ponies. No, these things appeared to be the horrific love children between a disgusting black beetle and a pony, with holes in their frames, bug-like wings, compound eyes and sharp, ravenous fangs. They stared at him, looking amused by his surprised expression as he immediately glanced down at his wrist.

Crap, crap, crap. The Omnitrix was still timed out! He had to stall, he thought to himself, a cold wind beginning to build up around him as the moon scarcely filtered down through the thick brush above him. He laughed nervously, looking about at these insectoid creatures. “So, er…come here often?”

“Oh, quite often.” One rather thin one remarked, its voice unnaturally softspoken as it giggled a bit. “You caught us just in time for an early lunch, as it were.”

“Yeah. Heeheeheeheehee! You!” A slightly scrawny one laughed, yellow eyes alit with glee as he covered his face with one hoof before a thicker-bodied one with a scar over its eyes gave it a whack over the head and silenced him from whining with a glare.

“Hey! None of that. We do things with class here in the Everfree. And that means me first!”

“Er, uh, wait! I mean, I don’t even know your names.” Ben said quickly, holding his hands up, chuckling a bit, sweat popping up on his brow. Just a little longer, he thought to himself. “You from Ponyville?”

“PONYVILLE?!” All of the creatures asked, heads thrown back, laughing uproariously as the one with the scar over his eyes laughed, wiping tears away with an arm. “Oh, oh that’s a good one. Those pathetic sissies? No, no. We’re Changelings, not ponies.”

“What’s the difference? Besides the appearance you could easily pass for ponies.” Ben asked, genuinely confused.

“Oh, but you see…” The leader tapped the side of his head, Ben seeing his body being covered briefly in a blaze of greenish fire as a now perfect imitation of Rainbow Dash herself appeared. “That’s the idea, bucko!” He laughed, his friends all clasping their hooves together, rising up on their back hooves and standing alongside “Scar” as he bowed deeply. “For first you see us!”

With a THWOOM, all of them suddenly vanished, disappearing before Ben’s eyes, their voice lingering on in the chilly night air as Ben glanced about, head twisting around as his eyes futilely scanned for any sight of them. “Now you don’t!”

“Okay. Um, neat trick?” Ben quietly muttered, looking down at his wrist. Nope. The black and green alien “watch” was still timed out and he waved it in the air angrily. “C’mon, c’mooonnnnn!”

“Now you hear us…now you won’t.”

Suddenly their voices, which had sounded far closer, now seemed to be scarcely whispers, flittering away into nothingness as Ben stood up, turning left and right. Where on Earth were-

And then they were all around him, Scar draping one arm over Ben’s shoulder as he leered into the human’s face.

It’s our secret of survival in a very nasty world!

Ben leapt up in the air, the Changelings catching him as he fell, all getting up close and personal with his face, smirking darkly at him. “Now you feel us!”

Thwoop! Suddenly they were gone and Ben flopped to the ground, coughing slightly as the Changelings laughed sadistically. “Now you can’t!”

“You got a freaky sense of humor!” Ben yelled out, the Changelings popping back into sight before him, all of them twisting about, dancing mockingly before him, spinning slightly as Scar smirked.

It’s our secret of survival in a very nasty world!
It’s our secret of survival in a very nasty world!

“Is it really such a nasty world here?” Ben asked, looking down at his Omnitrix, slashes and cuts over his wrists from trying to tear through the woods and from the Changeling’s sinister clutches. He didn’t know how much longer he could last, but the watch wasn’t-

Damn it, turn back to normal! Activate! Anytime now?!

“Oh yes. A Very. Nasty. World.” Scar sneered, clapping his hooves together, now even more changelings popping up right beside Ben, screeching right in his ears.

“Nastier than you could ever dream of!”

Ben took off running, panting slightly as he tore through the forest, only to reel back as a Changeling swung down from a tree branch, hanging upside down with a big, dark grin on its toothy face. “From up above!”

“And from beneath!” One cried out, leaping from a pit right in front of Ben as he leapt back, right into the arms of another Changeling that licked his cheek, Ben shuddering in disgust.

“Eyes and jaws…” It whispered, Ben shoving it away, panting heavily, sweat dripping down his forehead before he wheeled about, a Changeling now imitating him, in a sense, but deformed, foul, mouth hanging slightly open, fingers turned to clawed digits, towering above him and glaring downward.

“Claws and teeth!” it roared, Ben ducking underneath it’s legs, barreling away as fast as he could, the Changelings continuing their mocking, sadistic song, clear glee in every little word they sang. It was like they were all around him, their singing came in every direction and he couldn’t seem to get-

“Ready to attack you, you’re a snack, you’d better run!”

“The next time I am in these woods, I’m gonna bring a gun!” Ben remarked aloud, wheeling about to see if they were still following him, slamming into a tree with a loud “OOMPH” as he groaned, clutching his head. The Changelings began to giggle and hiss in delight as he growled back at them, the Omnitrix still not reactivated. “You guys are seriously, seriously messed up!” He yelled.

“Every creature for survival has to look out for itself.” The thinnest one remarked with a shrug.

“Got no nannies here nor grannies here to look out for your health!” Scar laughed.

“For you’re in wild woods! And any child could tell you that you’ve got no business being here!” They all sang out, arms spreading wide before laughing maniacally, then vanishing anew, clearly enjoying how frightened they were making the young lad. First you see us! Then you don’t! Now you hear us! Now you won’t! It’s our secret for survival in a very nasty world!”

“Keep away from me! I’m warning you!” Ben yelled out, looking back at the watch. Damn it! Damn it, it was still not reactivated! Was it broken?! How? Why was it taking so-

“Now you feel us! Now you can’t! Are we real? Perhaps we aren’t!” The Changelings all said as one, now popping back into visibility, getting closer. Closer! It’s our secret of survival,
It’s our secret of survival, It’s our secret of survival in a very! Nasty WORLD!

But then…salvation. Rainbow Dash came bolting through the forest with a thunderclap, striking like lightning, one hoof catching Scar, the leader, squarely on the back of the head. He went flying through the air, stuck into a tree hollow as she wheeled around, now thrusting both hooves into the chest of another Changeling. He collided with his comrade and they went sailing into shrubberies nearby, Dash’s face practically purple with rage, veins almost popping up on her forehead.

“You wanna talk nasty?! You’re about to see real nastiness! Because nobody but nobody hurts my friends and gets away with it!” She roared out, every word instilled with pure, raw, undiluted righteous rage as she launched herself at the Changelings, Ben’s Omnitrix beeping as it finally turned back on.

But now Ben didn’t need it. Rainbow Dash was cleaning house. She grabbed one Changeling by the leg, sweeping him around and using him like a giganctic club, smacking the skinniest one there into the ground and up to his neck like he was a nail and she was wielding a mighty hammer. She struck hard, then whirled about, catching a changeling that had dived at her on the side of its head. His neck practically snapped as he flew into another tree, Rainbow Dash grabbing hold of one Changeling and pounding him into the forest floor.

“Dash, I-I think they’re good, you can stop now…” Ben tried to say.

But Dash wasn’t having any of it. She turned on another that was trying to sneak away, shooting forward and grabbing him by the neck, whirling him around and punching him squarely in the face with her hoof, making him collapse to the floor. She turned on another, grabbing him around his sides, tugging him close.

“Going somewhere?” She growled. “I don’t like people picking on my friends. So you’re not going anywhere until I’m done with you!” Dash snarled, launching him through a tree, then grabbing him by his leg. The Changeling “eeped”, Dash yanking him out of the tree and then slamming the poor schmuck into the ground again and again, treating him like a rag she was trying to get all the dust out of. She finally tossed him through the air and he hit a rock with a loud KRA-KRAK as she grabbed hold of another rock, holding it high. She launched it through the air, the rock bashing into the head of another Changeling, knocking him to the ground as she leaped on top of him, holding her hoof up high, bringing it down on him. Again and again she struck-

And then Ben grabbed her arm. “WHAT?!” She roared out, wheeling on him, mouth practically full of spittle as her eyes were as red pinpricks. She hissed in his face before Ben shook his head.

“Dash.” He said quietly as Dash blinked slowly, mouth slightly agape before she looked down at the Changeling, its lip split, one eye blackened, teeth slightly shattered as it skittishly quivered beneath her.

“He’s done. You cross that line, there is no. going. back.” He told her.

Dash slowly looked over at Ben as he looked her squarely in her eyes, speaking as carefully as he could.

“And heroes don’t cross that line.”

“I-I just…I didn’t mean to.” Dash managed to stammer out, rising off the Changeling as it bolted away through the forest to join the rest of his friends, her eyes beginning to brim with tears. “I’m-I’m just…I just wanted to protect you. I’m supposed to look out for my friends. I’m supposed to.”

“But you can’t go that far. You have to know when to stop.” Ben insisted. “Dash, does this have anything to do with your Element of Loyalty? Is it making you do this?!” He wanted to know.

“With power magic, the truth concealed, I don’t wanna say it, but these lips are sealed.” Dash murmured in a disturbing monotone, her eyelids beginning to flutter. “We’re broken. Cracked…I want to be put together right…”

And with that she passed out on the spot, flopping into Ben’s arms. And she remembered…nothing more.

Comments

[RandomPerson65]

Wow.

[Baraka Obama]

this... is getting rather creepy

[ngrey651]

5978639

Yeah. It's like, "Wow".

[ngrey651]

5979444

I should HOPE so! I wanted to really establish something clearly wasn't right and build up to just how wrong everything truly is. To show things...and people...are not whom they're meant to be...

[Baraka Obama]

5980583 I like creepy..... its fun to be creepy

[SpyketheRAWRCat]

HOLY HECK ARE THE ELEMENTS SENTIENT BEINGS?!?!

[Thegameaholic]

“He’s done. You cross that line, there is no. going. back. ” He told her.

Ironically coming from the guy who does actually have a Kill count and has killed on screen before and wanted to put Kevin in the dirt during his Ultimate Arc

He literally wiped out the rest of the Lymaxx who are infact sentient and was capable of speech and independent thought and he Merced them without a second though hell 10 yr old Ben was really about thay life bro was mercing people left and right then they did directly kill sone DNA aliens in AF as well soooo yeah Ben is willing to kill