• Published 2nd May 2023
  • 834 Views, 17 Comments

Ben 10 Ultimate Pony! - Kaliann25



Professor Paradox shows up before Pinkie Pie bringing a sleeping Ben Tennyson with him and he asks the pony to watch over him as he finishes an important mission in Equestria.

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I’m going to call this guy… Confusion!

I’m going to call this guy… Confusion!

The six Bearers of Harmony could not believe their eyes. The strange entity who came to their rescue was actually Ben? It couldn’t be, right?

But there he was, standing before Discord with a confident smirk and the Ultimatrix raised right in front of the creature.

Ben turned to the Bearers and gave them a small nod. “What are you waiting for? Go get those ‘Elements of Harmony’. I’ll keep him busy!”

Rainbow Dash, Fluttershy, Applejack, Rarity and Twilight Sparkle could just stare at him in awe, but no Pinkie Pie. The pink pony nodded energetically and ran to the library. Her Pinkie-Sense told her that the key to get their Elements back was there. The others exchanged a look, confused, but soon enough they joined her.

“Pinkie! Did you know it was Ben from the very beginning?” asked Fluttershy.

“Of course she knew!” argued Rainbow Dash. “This is why she told us we could trust that thing. Right Pinkie?”

Pinkie playfully rolled her eyes. “Well, duh! I’ve only seen one of his transformations but I recognized the symbol on his chest!”

Applejack frowned. “We’ll have a very serious talk when this is over Pinkie Pie! A’ have mah’ doubts that he’s actually yer’ nephew!”

“So, this is why he was so eager to keep that ugly watch of his despite offering him so many more suitable options.” said Rarity thoughtful.

Twilight turned to the girls. “Hey, we’ll talk about Ben later. For now, let’s be thankful for the time he bought us and let’s get a clue on how to get the Elements back! Maybe my book would give us a clue where to start finding.”

When they arrived to the library they found the Cutie Mark Crusaders and Spike in the front yard, eating popcorn and watching at the confrontation.

“Girls, what are you doing here?!” asked Rarity. “We’ve told you to hide and stay safe! Don’t you see that one of the most dangerous enemies we ever faced is on the loose, turning Ponyville in the world capital of chaos?!”

“We have nothing to worry about, sist!” said Sweetie Belle. “Ben would save us! Do you know that he can transform into a powerful monster with his watch? Is something out of this world!”

The others just pushed the kids inside before something bad happened. In the meantime, Discord’s gaze was looking straight to Ben, then to the Ultimatrix, and the back to Ben.

“So the Ultimatrix… do you say it has alien DNA?”

Ben smirked. “Yes! All I have to do is select the one I want and then transform. So, would you like a Necrofrigian or a Vasauxarian?”

Discord frowned. “Hmmmm… give me the Necrofrigian, it sounds cooler!”

“You have no idea!” said Ben pressing the button of the Ultimatrix.

A green flash of light covered Ben, transforming him into a giant anthropomorphic black and blue dragon-fly, with blue wings and green eyes.

“Big Chill!” said the creature, with a voice which sounded like an amplified voice.

Discord smirked. “Interesting!”

The creature folded its wings, making them like a hood, and started to walk toward Discord releasing its freezing breath against Discord, trapping him into a block of ice.

“Brrrrrrrr… th-th-that-sss… cold…” said Discord trembling. “L-l-luu-uckily f-f-oorr meeee…” Discord transformed into a giant fireball melting the ice. “I’m the hottest guy in town!”

At the library, the girls noticed that it stopped raining chocolate milk and started snowing chocolate ice-cream.

“What the hell?” asked Rainbow Dash looking through the window and shaking her head at the sight of the giant dragonfly shooting its freezing breath toward Discord. “Seriously, how many transformations does Ben have?”

“He says that back home he is a famous superhero called Ben 10, so at least 5!” said Pinkie Pie jumping in excitement looking through another window.

In the meantime, Twilight was frantically looking for her book for a clue where Discord could hide the Elements of Harmony. But much to her surprise the Elements were inside the book.

“Unbelievable… I found them! They’re all here! Okay let’s put them on and finish with Discord’s nonsense!”

“If Ben doesn’t finish Discord first.” said Fluttershy as she was watching the fight too.

Discord have had enough for the game. He created several copies of himself who started to dance and spin around his opponent attacking with magic beams against the creature. It wasn’t his style to attack him directly, but this was desperate. He could feel that the Bearers have found their Elements and he could not face them fully powered and the shapeshifter at the same time.

Big Chill couldn’t keep dodging the attacks anymore, so he ended up becoming intangible and hided underground.

The Discords laughed. “Hahahaha! What’s the matter Ben Tennyson Pie? You can’t take it anymore?!”

Suddenly a ponyhole on the middle of the street opened from the inside, and a small anthropomorphic white creature with green eyes came out of the sewers. And of course, it had the Ultimatrix logo on its chest.

“Sorry about that! I wasn’t the right guy to defeat you. But now I am, Echo-Echo!”

The small creature multiplied in five copies, one for each of Discord’s copies. Each one of the copies opened their mouths and started to shout, sending powerful soundwaves against Discord who covered his ears in pain. His duplicates disappeared, making him the only target receiving Echo-Echo’s combined attacks.

The sound attack was more powerful than Ben expected, making Discord shrink and scream in pain, and it also shattered every single glass in Ponyville.

Finally the shouting stopped, and the five creatures became one.

Discord looked at Ben with anger on his eyes. “I should have chosen the Vasauxarian.”

“As you wish!” said Echo-Echo pressing the Ultimatrix logo and transformed once again. This time they transformed into an orange bipedal reptile-kinda-thing as big as a house. “Hummungosaur!”

The monster raised its two fists and tried to smash Discord, but he was able to roll away just in time, smirking. Hummungosaur roared and kept trying to get Discord with his fists or tail but this time he calmly floated away from Ben’s attacks. In his desperation Hummungusaur uprooted a nearby post and started to swing it against Discord but he only looked silly.

Aunt Pinkie Pie and the others just looked at the scene and exchanged a worried look.

“So far he was doing great but now, he looks kinda pathetic.” said Rainbow Dash.

“Maybe it was the wrong alien from his selection?” suggested Fluttershy.

Discord finally felt that it was time to end this. He summoned more of his cotton-candy clouds to pour more chocolate rain on the ground turning into mud and Hummungosaur ended up slipping and falling on his butt.

Groaning more in humiliation than pain, Ben went back to normal. “Ouch! Okay, that could go better!”

Discord clapped as he walked toward him. “That was fun kid, you made me laugh! But it’s time to end this! Give me that thing right now!”

With that Discord tried to put his hands on the Ultimatrix and started pulling it to take it away from Ben, but he couldn’t. The Ultimatrix was attached to Ben, and he would not be able to take it off no matter how he tried. Discord tried to use his magic to take it off, but the only thing he achieved was to activate the Ultimatrix’s defense system and he was pushed away by a powerful green beam coming from the watch.

Discord groaned in pain. “Seriously?! What other surprises does that thing can do?”

The Ultimatrix itself answered his question when a mechanical voice came from it. “Unidentified DNA detected.”

“Hey, what’s that supposed to mean?!” asked Discord.

Ben smirked. “You’ll see soon enough. Ultimatrix, scan!”

A green flash of light came from the watch and surrounded Discord, who covered his eyes. But then, much to everypony’s surprise the watch was projecting an image of Discord. “New DNA sample added to the database.”

Discord took half of a second to process what have just happened.

“No, no, no, NO!”

But it was already too late. Ben have already pressed the button and a green flash of light transformed him into an exact copy of Discord, except that his eyes were green and he had the Ultimatrix logo on his chest.

The new version of Discord started to look at his new appendixes with a mixture of awe and confusion. “Seriously, what are you? A weird mixture of everything I guess… Oh well, I am going to call this guy… Confusion!”

Discord was pissed, but Twilight and the others dropped their jaws to the floor.

“You have to be kidding me!” said Twilight with a shiver.

Confusion smiled at Discord. “There is something I’ve wanted to try the very second I met you!”

“And what is it?” asked Discord.

Confusion snapped his fingers creating a green cotton candy cloud which started to pour an orange-colored liquid. He smiled and opened his mouth happy to taste the delicious liquid.

“Oh, you have no idea how much I missed the smoothies from my hometown!”

“What about me? What about me?” protested Pinkie Pie.

“Sorry, my bad!” said Confusion snapping his fingers a second time.

A second smoothie cloud materialized from thin air and started pouring its sweet content all over Pinkie Pie.

Discord grinded his teeth in exasperation. “Listen to me and listen well, kid! There can only be one Discord!”

But much to his irritation, Confusion was ignoring him as he was happily drinking from the smoothie cloud. “Sorry, what were you saying? I was in smoothie heaven!”

Rainbow Dash facehoofed at this. “I don’t know you guys, but he just convinced me he is related to Pinkie Pie!”

“Eeeyup!” agreed Applejack without knowing what to think of this situation.

The others could only nod without saying a word, this whole thing was getting weirder and weirder.

As for Ben simply shrugged at Discord’s allegations and simply created a smoothie cloud just for him.

“Come on pal, chill. Drink one of these and you’ll see how it cheers you up!” said Confusion with a relaxed smile. “Besides, do you think this is it? Unlike the Omnitrix, the Ultimatrix has an evolution function. Just get ready!”

Ben pressed the Ultimatrix symbol, and a green flash of light covered him. Confusion’s lion paw suddenly grew long and sharp claws, his wings got larger and stronger, his horns went sharper and longer. His dragon tail spikes grew more menacing. And finally, a second fang grew on his mouth.

“Ultimate Confusion!”

Discord started to move backwards feeling that the power of chaos was greater on Confusion than him.

“No… can’t we talk about this?”

Smirking, Confusion snapped his fingers. A green aura surrounded Discord making him raise a claw that he turned into a fist and then hit his own nose.

“Stop punching yourself!”

Discord began to hit his own face over and over as Ultimate Confusion laughed at this and continued to say ‘Stop punching yourself’ over and over again.
Discord screamed in anger and used all his power to stop his self-mutilation, but it kept going over and over.

Rainbow Dash was rolling over the floor, laughing. “Ahahahahahaa! Classic!”

“STOP IT!” cried Discord.

“As you wish!” said Ultimate Confusion releasing Discord.

Once on the ground, Discord noticed he was surrounded by five of his main targets. Pinkie Pie was still under the smoothie cloud drinking happily.

“Pinkie!” called the others.

“Don’t worry auntie, I can make more now that I have his powers!” assured Ultimate Confusion.

Pinkie Pie nodded enthusiastically and joined his friends. Discord was surrounded, how could he get away from this? Even trying to teleport away was out of the question, since Ultimate Confusion could easily track him down and bring him to his demise. But he had to try.

Discord was about to snap his fingers and run away but Ultimate Confusion landed and hold him tight.

“Do it, I’ll grab him!”

“But what about you, Ben?” asked Pinkie Pie.

Ultimate Confusion smiled to her. “Don’t worry auntie, I trust you would think on something. Now do it!”

The others exchanged a worried look but nodded. They summoned the power of Harmony to use it against Discord. The Ultimatrix started to beep as the green light surrounded Ben at the same time the rainbow-colored light hit Discord.
When it was over, they found Ben lying aside of Discord’s petrified body as everything around them turned back to normal.

“We did it!” said Rarity as she recovered her horn, along with the others.

Pinkie Pie ran to hug Ben. “You did it nephew! You defeated the evil Discord using the Ultimatrix! I’m so proud of you! I’ll throw you a party with balloons, cake and my ultra-mega-secret recipe of fruit punch! Oh and not to mention some of those smoothies you love so much!”

Ben accepted the hug and checked at the Ultimatrix.

“This was one of the strangest villains I’ve ever faced, really. But at least he gave me a very interesting and powerful transformation. This dude is great, is like having all the powers of Alien X without its problems. This is definitely going to my favorite list!”

“Yes, yes, we all enjoyed the show darling!” said Rarity approaching to Ben and staring at the Ultimatrix. “Now I understand why you were so adamant on keeping this thing. My watches are beautiful but not as interesting as yours!”

“I really want to know what the hay just happened!” said Rainbow Dash. “Hey, don’t take it the wrong way, it was cool seeing you kicking Discord’s butt but I really want to know what’s going on.”

Ben noticed that all his friends were looking at him, so he smiled and showed them his watch. “As I have told Discord, the Ultimatrix has a database for of over a million alien species. All I need to do is to select the alien I need, and then start kicking box. I am a famous superhero known as Ben 10!”

“So how many transformations you have. You have ten, or a million?” asked Twilight.

“Well, back when I got the Ultimatrix for the first time, I used to have access to ten only. Now I have access to like seventy or something.”

“I am so proud of you Ben!” said Pinkie cheerful. “Now that everypony knows let’s focus on planning the celebration party!”

Fluttershy looked at the watch, worried. “Pinkie is not that I like to pop your bubble, but this is very concerning. Ben is just a colt, and I don’t feel right that such a colt like him haves such a powerful weapon. And I think Princess Celestia would agree!”

“Hey, the Ultimtrix is not a weapon!” said Ben.

“How ya’ call a thin’ that can turn ya’ into ten or more aliens then?” asked Applejack.

Ben shook his head.

“You don’t understand! The Ultimatrix is a tool created to study all life in the universe. In fact, several species that went extinct were brought back to life thanks to the power of this device. It even repaired the genetic damage of a whole race because of this!”

Twilight frowned. “This is the first time I hear about something like this. This must be alien technology, right?”

“Yes. It was created by Azmuth, the most brilliant mind in four, maybe five galaxies. At least according to him!” joked Ben.

Twilight nodded, thoughtful.

“I see, and this Ultimatrix of yours not only storages DNA, it collects it as well!”

Ben nodded.

“Yes, and thanks to that I was able to get Discord’s powers and use them against him!”

Spike and the girls came out of the library to admire the watch.

“That was amazing Ben! Can we see which other transformations you have, please?” asked the Crusadres.

Ben shook his head.

“I’m sorry girls, but the Ultimatrix need to recharge after that many changes. Maybe later!”

“Awww, okay!” said the girls.

Ben nodded as he simply relaxed against a wall, when a shadow flew over their heads and landed right in front of them. It was a tall, majestic pony with both beautiful wings and a beautiful horn. With a mane that looked like the Aurora Borealis.

“Princess Celestia!” said the girls, bowing before the pony.

Ben shook his head, and he bowed too.

Celestia nodded and smiled at them.

“A great job my little ponies. Especially you Ben Tennyson Pie. This was the most interesting spectacle I’ve ever seen in my long life. But I must admit I was ready to intervene when you turned into Discord’s doppelganger but I’m glad everything went well in the end.”

“Thank you!” said Ben.

Twilight just looked at Princess Celestia. “Princess, since when you’ve been watching?”

“Since I felt a strange presence at my garden, looked at the window only to see a shapeshifter creature that turned from a flying monster to a super-fast monster, and then a black thing that turned my personal balloon into a war machine. How are those things called, Ben?”

“Galvanic Mechamorphs. Bio-tech creatures who have the ability to join and upgrade any type of technology.”

Princess Celestia nodded and then looked at the petrified Discord.

“You’ve done an excellent work, Ben Tennyson Pie. But I am afraid Fluttershy is right. I cannot allow that a colt such as yourself carries a dangerous device just like that. Even if it is not a weapon, you cannot deny that it can become a real menace on the wrong hooves. Especially now that you have added Discord to its many, many transformations.”

“What do you mean?” asked Ben, fearing the worse.

Princess Celestia put her hoof on Ben’s shoulder. It was a maternal tranquilizing gesture, but Ben knew that she had some bad news for him.

“Ben, I need to confiscate the Ultimatrix.”

Author's Note:

So here it is, the climax chapter but not to worry. We still have one more chapter to go. I hope you liked it and,

Read ya’ later!