Ben 10: Equestria Pony

by MLPFan98

The Race

Twilight's Castle

“And that is pretty much all there is to know about Equestria.” Twilight proudly said with a smile. After one heck of a day, Ben and Rook had turned in for the night at the castle, and that is when the lavender alicorn was teaching them all about Equestria. And while they did listen, Ben was getting a tad bit bored of course and he did understand a majority of her talk…it just went on, and on, and on.

Rook however was mesmerized and began to take notes for him and Ben to read over if they needed some help remembering things. Now while Rook was still awake, Ben was…well…asleep.

“Huh?” Ben groggily asks as his eyes begin to get heavy as he opens them a bit. “Oh, uh, yea…go team.” He said as he raised his hoof in the air, making Twilight glare at him.

“Were you even listening to a word I said?” She asked him with annoyance. Ben rolled his eyes.

“Of course I was.” He said. “You were telling me about the Princesses, the many cultures of Equestria, and all that other good stuff.” He said. “I just began dozing off around the egghead stuff.” He said with a smirk, making the princess glare a bit at him.

“I swear, you're just like Rainbow Dash.” She said with a sigh, making Ben chuckle a bit, then her eyes winded. “Oh yea, I heard about today…are you going to race her?”

Ben nodded. “I heard alot about how fast she is, and I want to see it for myself. Plus I got some fast aliens in here that I could work with…I just need to wonder which one to use since they are a bit different.”

Twilight tilted her head. “What do you mean?” she asked.

“Well, one fast alien I have is Fasttrack, but the issue is that I have a bit of trouble stopping him.” He said, making Twilight look a bit more confused. “Ok, if I am Fasttrack and I go a bit too quickly, I have a bit of trouble stopping…even after a few years, I still have some issues stopping him. I can always use XLR8 or Jetray, depending on how Skittles wants to do this."

Twilight still looked confused. "Skittles?" Ben nodded.

"Yea, because her mane is a rainbow color…and Skittles is a colorful candy." He said. Twilight was still a tad bit confused though, making Ben sigh. "Nevermind…So I guess the Princesses want to meet tomorrow?" He asked.

Twilight nodded. "Yea, we can go after the race. I would go right away but then Rainbow Dash would possibly freak out." She said with a sigh.

"I wonder what the princesses want with us." Rook pondered.

Ben smiled at him. "What do you think, partner? They might have heard about us and want to meet us to be amazed." He said. This made Rook sigh.

"Sometimes I forget that even with your maturity, you still have traces of that ego of yours." Rook said with a smirk, with Ben glaring at him.

Twilight giggled a bit. "Just like Rainbow Dash, she matured as well but she still has a travesty of brashness." She said as she and Rook both laughed a bit.

"Woah, woah, no need to gang up on me here." Ben said with a cheeky smile and raising his hooves defensively, making the room fill with more laughter.

As Twilight calmed down, she looked at Bem with some hesitation on her face. "Ben, are you sure you want to race Rainbow Dash? She isn't one to be underestimated."

Ben gave her a cheeky grin. "Neither am I." He said. "Don't worry, Twi-Spri, I have nothing to fear." He said as Twilight raised an eyebrow.

"Did he just call me Twi-Spri?" She thought as she turned her attention back to Rook. "So Rook, if you wish to tell at me more about your planet, I would be very appreciative." She said

"Of course." Rook said with a smile.

Ben chuckled a bit as he then looked down at the table. Of course, so far he loved this place, the ponies here were welcoming, and he and Rook didn't feel like outsiders…this was nice. He was just really concerned about the incident with Malware, all he could do was hope that the spell would work…who knows who has Malwars’s remains. And even worse…what if they end up in this place? All he could do now is just take a breath and hope for the best.

---

Cloudsdale

“Wow!” Ben and Rook both looked in awe as they finally arrived at the place where the race would be held at, Cloudsdale, home to the Pegasi, and as the name suggested, it consisted of nothing but clouds. Ben and Rook arrived with the help of Twilight, who placed a spell that would prevent them from falling through. Now they were here with the rest of the girls (minus Rainbow Dash and Fluttershy), as well as Spike and the CMCs.

“I can not believe we are standing on clouds.” Rook said with amazement in his voice.

“Well, you better believe it, Rookie!” Pinkie said while hanging on his shoulder. “Because you are!” she said with a big grin.

Ben looked around to see many Pegasi looking at him and Rook weirdly and it made him a bit nervous. “I take it they haven't heard of us yet?” Ben asked.

Twilight shook her head. “Not every Pegasi lives in Ponyville, Ben.” She said. “Don’t worry, they will get used to you both.”

Ben smirked. “Well, after today, everypony will know the names Ben Tennyson and Rook Blonko.” He said, with Rook rolling his eyes and some of the girls giggling to themselves. “So where is this race happening?” He asked.

“The Cloudeseum,” Scootaloo said, excitement filling her voice. “Seeing Rainbow Dash race against the superhero from another world..this is the best day ever!” She said with a big grin on her face, and the other CMCs shared her enthusiasm. “Sorry, Ben, but Rainbow Dash is my idol and I need to cheer for her.” She said,

Ben smiled. “No worries Scoots.” He said to her. “I’m pretty excited myself.”

Spike then raised an eyebrow to him. “Uh, Ben, are you sure you aren't nervous?” He asked. “I mean Rainbow Dash is pretty fast, and no slouch.”

Ben waved his hoof. “No need to fret little buddy.” Ben said. “I’m not nervous at all.” He said as he then began to think over what alien to use. “Sinc Fasttrack is hard to control, my only choices are either XLR8 or Jetray. I mean…I could use Astrodactyl, but I’m sure not feeling him at the moment.”

As they made their way, they passed by the weather factory, where Twilight explained that the pegasi are responsible for manufacturing snowflakes, rainbows, and clouds. This was very interesting for both Ben and Rook, a factory that can produce rain clouds. Just…wow.

Ben saw the rainbow liquid, and being the curious sort, he stuck a part of his left hoof into it and licked it a bit to get the flavor and…well…

“GAHHH!!” Ben's face turned red as steam came out of his ears. “SO SPICY!!” He yelled loudly as he ran around in circles and fell on the cloud floor and rolled around as if he was on fire. Luckily, some pegasi nearby brought over a cloud and kicked it, spilling out lots of water that landed on Ben, who got some in his mouth, but also got drenched.

Ben panted a bit as the others laughed a little at his predicament, making him glare at them. “Oh yea, I'm glad my suffering served as a source of entertainment for you.” He muttered.

Pinkie wrapped her hoof around him. “Don't worry Ben, I did the same thing once.” She said with a smile. “But how was it regardless?”

Ben thought it over for a moment. “Spicy but…rather interesting taste.” He said as Pinkie smiled wide.

---

Cloudsdeum

Meanwhile, inside the Cloudsdeum, Rainbow was staring at herself in a mirror, getting ready for the match. “Alright Rainbow Dash, you got this!” She then jabbed her hoofs in front of the mirror, shadowboxing. “You're going to show Greeny who the real fastest thing in Equestria is!”

Fluttershy, who had accompanied her, was a bit nervous to see her act like this. Sure Rainbow Dash was usually the egotistical type, but wasn't the kidney taking this a bit too personal? “Um...Rainbow Dash?” Fluttershy asked. “Don’t you think you're taking this ain't too personal?”

Rainbow looked at her. “I got a reputation to think of you know?” She said, “Plus what would the rest of the Wondebolts think if they found out that I lost to somepony from another world?” She then turned her back to the mirror.

Fluttershy frowned a bit. “Rainbow, you should know that winning isn't everything.” she said.

Rainbow rolled her eyes. “I know that, but I am not backing down!” She then pounded her hoofs together. “Green Bean is going down!”

Fluttershy sighed as she began to make her way out.

5 minutes later…

Everypony was finally at the stadium, and Ben was also in the locker room getting ready, Rook went to sit with the others and Ben was all alone. He looked into the mirror and sighed. “Ok, it's a normal race.” He said as he looked out the window. “And then I need to meet the two princesses, I wonder what they’re like.” He said.

“Hi, Ben!” Ben turned and much to his surprise, he saw Derpy and Dinky Hooves standing by the door. “Derpy, Dinky? What are you two doing here?” He asked.

“We wanted to come by and wish you good luck!” Dinky said with a big smile on her face. “I’m so excited to see this.” She said. “Are you nervous?”

Ben shook his head. “Not really, I’m looking forward to this.” He said with a smile.

Derpy frowned a bit. “Are you sure? Rainbow Dash is no slouch in flying, me and her used to take part in competitive racing when we were fillies, and she began winning a lot of them…while I.” Derpy then looked down, feeling a bit shameful.

Ben noticed this and got cornered. “Derpy, are you alright?” He asked.

Derpy then smiled a bit. “Yea, don't worry.” she said to him but then turned away again.

Ben frowned, he knew something was up, but he didn't want to push her, so he let it go for one. “But still, I am not afraid. Besides, with all the boasting I heard from the party, I want to see just how fast she can keep up.” He said with a grin.

Dinky smiled up at him. “Wow, you are brave.” she said to him. “I’ll be cheering for you.”

Ben smiled at Dinky. “Dinky, you don't have to cheer for me out of obligation. If you want to cheer for me, awesome, but if you want to cheer for Skittles, then go right ahead.”

“Skittles?”

“That's my nickname for Rainbow Dash…in my world, Skittles is a rainbow candy.” He said, and they made the two sisters giggle.

“I like it.” Derpy said with a smile, but then turned into a surprised tone. “Oh, we gotta go get to our seats, Dinky, let’s go.” She said and the two began to head on out. But then Derpy stopped for one second before turning to Ben. “good luck.” she said with a smile on her face.

“Thanks, Derps.” Ben said with a smile, Derpy turned her head back as her face began to blush again and her heartbeat quickly took off before Ben could see.

Ben looked in the mirror. “Alright Ben…let's do this!” He said.

10 minutes later….

The entire Cloudeseum was filled with many pegasi, all of them cheering and having sighs out. Rook was the only odd one out as he towered over them all, but was able to sit down fine.

“Oh dear,” Rarity said with a frown. “I don't know who to root for, I mean both Rainbow Dash and Ben are dear friends of mine…I don't want to make either of them feel bad.” She said.

Rook turned and smiled. “I do not think Ben will mind who you root for, if you want to root for him, good, but if you wish to root for Rainbow Dash then go for it.” He said.

The girls and dragon began to ponder rooks words, would either Ben or Rainbow be offended if they were not rooted for? Rainbow Dash is mostly likely, but what about Ben? Twilight turned to Rook.

“Hey, rook?” Twilight said. “Are you sure Ben won't mind? Because Rainbow Dash was talking to me about how he seemed cocky yesterday.”

Rook sighed. “That was possible because he is confident in himself.” He said. “Even if he does not act like it still at certain points…Ben has matured a lot in years.” He said.

“What do you mean?” Sweetie Belle asked.

Rook sighed. “Well, back when we first joined as partners, Ben wasn't too fond of working with me.” He said, making the other gasp. “It was not about anything to do with the fact that I am an alien, but he preferred to work alone.” He sighed. “But I believe that recreating the universe changed him for the better.” He then looked up in the sky with a smile. “And even though he can slip up at certain points, I know for a fact that when the time calls for it, he will get serious and will stop at nothing to save the day…as do I.” He said.

The ponies and dragon smiled at hearing Rook's words. Ben was something else entirely, and they were glad to have him as an ally…even if his stay here is only for a short while of course.

*BELL RINGING*

“It’s starting!” Spike said with anticipation as he was shaking with excitement, and everypony was cheering loud.

Then a pegasus stepped right out and had a microphone in his hands. “Good morning ladies and gentlecolts, welcome to the Cloud Resume!” He said as the pegasi cheered. “Now today, we have two racers competing against each other, no prize or anything, just a simple race. The first racer is one pegasi we all know, she is the winner of the young fliers competitive race. The Wonderbolt you all know and love…RAINBOW DASH!!”

Every Pegasi (especially Scootaloo) cheered when Rainbow Dash entered the arena, her giving a cocky smile and waving and doing some tricks in the air, showboating a bit for them all.

“Awe yea!” Rainbow said with a grin. “I'm here to win!” She said as she then went next to the announcer.

“And next,” The announcer said. “This pony is a rather interesting case, for many talks have said that he is from another world. A rather odd choice, but let's hear it for the newest arrival in Equestria…BEN TENNYSON!!” Some Pegasi cheered for Ben when he stepped out, the ones who were cheering the loudest were Derpy and Dinky, which made Ben smile and give a wave as he stepped up to the announcer alongside Rainbow Dash. “Alright both of you, this race will determine who can go the fastest. There will be some obstacles along the way, so you will have to use whatever tricks you can use to get over them and win the race. Now are you both ready?” He asked, with the two ponies nodding their heads and going right to the starting line.

Eveypony in the stands cheered as both Rainbow Dash and Ben both went to the starting line. Ben then activated hsi Omnitrix, selected the alien, and hit the dial. When the light vanished, standing in Ben’s place was a red, humanoid, manta ray-like alien with yellow-colored horns coming from his nose, he had gills under his arms, yellow patagia, two black stripes that resembled lightning bolts coming from his shoulders right to the Omnitrix symbol that was on his chest. This alien is Jetray, the Omnitirx’s sample of the Aerophibian species.

“JETRAY!! He shouted in the air. Everypony in the stands looked surprised at the new arrival. Where was Ben? And who was this…creature?

The Mane 5, Spike, the CMCs, Depy, and Dinky were pretty shocked at this. “W-who is that?” Rarity asked.

“Jetray, the Omnitirx’s sample of the Aerophibian species from the planet Aeropel.” Rook explained. “Aerophibian are known for firing neuro shock blasts that can shut down an organic nervous system. And they can fly at speeds several times the speed of sound.” the other ponies were flabbergasted by this and turned to the starting line, Can Rainbow Dash win this?

Rainbow Dash and Jetray began to float off the ground as they got ready. But not before the Aerophibian turned to the Pegasus. “Hey, good luck.” He said to her,

Rainbow Dash smirked. “Believe me, I won't need it.” She said as they both got ready.

“Alright, on your marks.” The two speedsters got ready. “Get set….GO!

WHOOSH

The two speedsters then took off like lightning, making the announcer spin around all dizzily. Both Rainbow Dash and Jetray both took to the sky, and both of them avoided one game of the many different obstacles in the way, one obstacle involved a large cloudy wall, which the two both flew right out of the way before they could get hit.

Jetray was beginning to get the upper speed, however, and Rainbow Dash noticed and gritted her teeth. “Oh no you don’t!” She exclaimed as she then flew as fast as her wings could carry her, to get neck to neck with him. The two then flew right to toast a cloud, the impact so big that it caused the cloud to take the shape of an ice cream cone.

The group was all amazed to see such speed for the both of them, although they were more shocked at how Ben-Jetray was keeping up with her, and from what it looked like…he looked to be winning as well.

“Jee, I've never seen Rainbow Dash push this hard since she and I had that competition at the farm a while back.” Applejack said with shock.

“You think Ben might beat her?” Spike asked with wonder.

“Heck no!” Scootaloo exclaimed to him. “Rainbow Dash will win!” She said with enthusiasm. But they didn't know, from what Rook and Ben said about the capabilities of many alien species on his watch…they didn't know. Of course, they supported Rainbow Dash through and through…but still.

Meanwhile, Rainbow Dash and Jetray were still neck in neck. “I gotta admit, you ain't too bad, Green Bean.” Rainbow said smugly.

Jetray snorted. “I can say the same about you, Skittles.” He said as they continued to fly around many obstacles, avoiding the clouds and other stuff as well. But the more they continued to race, the more it seemed Jetray was getting even faster and faster, and Rainbow Dash was starting to falter a bit.

She noticed this and was doing everything in her power to ensure that she could as fast as possible, but the more she tried…she just couldn't seem to catch up to him and this was making her worried. “No, no, no!” she exclaimed with worry, her reputation was on the line, and she couldn't afford to lose!

They were nearly at the finish line…who was going to win? Almost there…almost there..everypony in the stands was anxious, and some were biting their hooves in anticipation. Rook remained calm during the entire thing but the rest of the Mane 5 hugged each other nervously, and the CMCs and Spike did the same thing to each other. As well as Derpy and Dinky.

3…

2…

1…

DONE

A snapshot took a pic of the winner and brought it over to the announcer, and when he saw it he was shocked. Rainbow Dash and Jetray (who had turned back into Ben) were now done and standing beside each other as the announcer came over. “Well, that was a good race you two, nice work.” He then coughed in his hoof. “And the winner was surprising to me, and I bet everypony else will be…the winner of this race is…BEN TENNYSON!!” He shouted.

Despite many Pegasi being shocked by this, they all cheered for him, giving loud rounds of applause. The Mane 5 were shown to be a bit shocked, but they cheered for him as well. Derpy and Dinky were the most cheerful for him though.

Rainbow Dash looked at Ben with shock. How could he lose? She was the fastest thing in Equestria! How could this be? Rainbow Dash scowled and flew right off, making her friends look on with worry.

Scootaloo was shocked, how could Rainbow Dash lose? Of course Ben was pretty cool, but how could he win against her? It didn't seem to make sense at all.

Ben saw where Rainbow Dash was heading off to and got concerned. Not caring about winning, he then took off after her.

10 minutes later…

Ben had gone inside the locker room, hoping to find Rainbow Dash there, and he heard some deep breathing from nearby, he turned to see Rainbow Dash sitting on the benches, a scowl on her face.

Ben looked down, feeling a bit bad and he approached her. “Hey.” He said.

Rainbow looked up and glared at him. “If you're here to boast, I get it, you won against me. Just leave me alone!” She said as she turned away. Ben, not wanting to leave her alone, sat down beside her, but the blue Pegasus didn't acknowledge him.

“I didn't come here to boast…I just wanted to come here to tell you that you did great.” He said to her, She didn't respond. “You know, winning isn't everything you know? And besides, this was just a simple race, it isn't like we were taking part in some sort of tournament or something.” He said.

Rainbow Dash looked at him with a frown. “I hate losing…” she said to him.

Ben sighed. “You know..so do I.” He said, making her raise an eyebrow. “But I have lost a lot of times, and yet I have always come back from it.” He said to her, “Listen, I might have beaten you. But from what I saw today, you're pretty fast, and a damn good flier as well.” He said to her,

Rainbow Dash looked at him to see how honest he was, and some of her snark came back. “Well, I am pretty awesome.” She said,

“Yea, you are.” Ben said as he and Rainbow Dash laughed a bit. “Hey, Rainbow, I know I said it just a few minutes ago…but you are pretty fast, and I am not boasting about beating you, you did one hell of a job. I bet some of the other lying aliens back in my dimension would love to see you.”

Rainbow Dash raised an eyebrow. “You sure?” she asked, with Ben nodding his head. “Thanks.”

Ben smiled and held out his hoof to her, Rainbow looked and smiled as they both hoof-bumped each other. When Rainbow saw his smile, she didn't understand but she felt her face heating a bit as her heart went fast….why?

They were not alone, as the rest of the girls all looked in and smiled at the scene, but when they saw Rainbow Dash’s blush, they couldn't help but feel a bit envious and glare, Derpy being the most prominent. but why though? why did they feel that way?

The CMCs, Spike, Dinky, and Rook were hanging outside, waiting for the grown-ups to come back. By now the Pagasi who came to watch the race had all up and left, including the announcer, now it was just them and the grown-up still there. Scootaloo was a bit shocked to discover that her idol was beaten. “I still can’t believe it.” She exclaimed with shock.

"It's hard to believe, but we can't deny that Rainbow Dash lost." Apple Bloom said.

"Ben was so fast!" Dinky said with glee. "How he turned into that red creature and went super, duper fast."

Scootaloo shot her a glare, and Rook noticed. "Scootaloo, there is nothing wrong with losing a race." He said to her.

"But still! Rainbow Dash is the fastest pegasus in all of Equestria, there's just no way that Ben could beat her."

"Scootaloo, there are some creatures in Ben's dimension and beyond that can go even faster, some even faster than the speed of light itself." Rook said.

"He's right." They all turned to see Ben and the rest of the girls approach them. "Trust me, I have seen other creatures that can go super fast. The kind of fast that could steal from you and you wouldn't notice even by blinking."

Rainbow Dash went over to Scootaloo. "Scoots, I was a bit angry…well still am, but I'll get over it. But me losing doesn't make me any less awesome." She said,

Scootaloo looked up at her idol and Ben and sighed. "Well...I guess…" She

"And besides," Rainbow said. "Ben here might be awesome…but I'm awesomer." She said with a smug look.

"That's not even a word…" Twilight thought.

Ben rolled his eyes and smiled. "But still," Scootaloo said to the green pony. "You were pretty great, not as good as Rainbow Dash but good."

"You were awesome!" Apple Bloom, Sweetie Belle, and Dinky said in unison, making Ben blush a bit out of embarrassment.

“Thanks, girls, but still, Rainbow Dash did just as awesome.” He said with a smile, Rainbow Dash gulped and turned her head around, blushing a bit at being complimented.

“Don’t think flirting will work on me…” she thought, but when she saw him again..she couldn't help but keep blushing. “Damn, I’m getting sappy…” She then snapped out of her blush when he remembered something. “Crap, I just remembered I need to report back to Wonderbolt HQ. We are going over a new routine.” She said as she then began to take off. “I’ll be back next week,” she said as everypony nodded their heads at her. “Hey Ben, you were great.”

Ben smiled. “So were you Skittles.” He said as Rainbow Dash smiled and then took off, leaving Cloudsdale.

As she left, he went back to Ben. “Dang it, why am I feeling like this towards that guy?” She asked. “I mean sure he is cute, but still…” She then gasped as she processed what she just said. “Did I just call him cute? Sweet Celestia…what is wrong with me?” She thought.

Back on the ground, Ben clapped his hoofs together. “Alright, that race made me quite famished, can we go get something to eat?” He asked.

“I second that request!” Pinkie said. Raising her hoof in the air.

Twilight shook her head. “Sorry guys, but we still need to go and see Princesses Celestia and Luna, remember?”

Ben sighed “Oh…right…well, are we going back to Ponyville to catch a train or-

ZAP

But the group was all engulfed in purple light, courtesy of Twilight.

Author's Note:

I hope you all enjoyed this chchapter, it was a bit difficult, but I hope I did good.

Next time we are going to see the group g meet Celesta and Luna. I was going to have them meet in this chapter but I felt it would be better separate.

Also sorry if it took long...I am going through some crap at the moment, so please forgive me for not updating.

Anyways don't forget to read and comment. I'm happy to hear from you and happy to answer any questions you ugot for me.

See you all next time

Comments

[Haver]

More good

[Fun1901]

Hope things get better, great chapter, also just curious what Twi-Spri base off on.

[ggg-2]

"And besides," Rainbow said. "Ben here might be awesome…but I'm pretty awesome."

" That's not even a word… " Twilight thought.

Am i missing something?

[MLPFan98]

11656119
Thanks.

11656242
Just something I came up with, also, it was inspired by the nickname for Twilight Sparkle from Equestria Girls, who is often nicknamed Sci-Twi.

11656253
Fixed it. Sorry about that

[Mango1233]

Will we see Ben in Aricorn form because the omnitrix is ​​scanning for DNA that is not in the database