> Through it all and Beyond
>  by ParaNomaly
> --------------------------------------------------------------------------

> Definitely not on Earth anymore
> --------------------------------------------------------------------------

Far above the skies of a vast desert, a beast floated.

Its appearance resembled that of a gigantic octopus, with tentacles easily longer than its main body idly moving up and down.

This was Diagon, an extra-dimensional demonic entity. It is said to possess power beyond understanding and could be easily mistaken for a godly being by anyone unaware of its true identity.

The massive demon was currently howling with laughter at the being that laid beneath it, barely conscious, in a gigantic crater filled with water.

Said being was the one and only Ben Tennyson, wielder of the Ultimatrix, the most powerful device in the entire universe.

Yet it still wasn't enough to stop him.

Just before Ben slipped into unconsciousness, he heard Diagon speak.

“Now to get rid of you once and for all,” It rumbled, shaking the ground for miles in all directions.

Ben felt his body begin to tingle with the all too familiar feeling of teleportation before he completely blacked out from his exhaustion.





His eyes shot open.

Ben immediately began to cough up the water he had collected in his lungs from landing face first into the river as he pushed himself up to a sitting position, using his left hand to support himself as he coughed violently.

As his coughing subsided, the memories of the events prior to his blackout began to flood his mind. His eyes went wide as he struggled to get to his feet, only to end up falling down again, a sharp pain shooting through his shoulder as he did so.

“What the…” He grunted as he brought his hand up to his face and rubbed his temple, a headache creeping in.

Half a minute passed before he finally regained his bearings, his mind beginning to fill with worry as he recalled what had transpired previously.

“Diagon!” He shouted as his head snapped from side to side frantically. He didn't spot the giant space octopus, however. He spotted something else entirely.

As he took in his surroundings, he found himself near a small, peaceful river. The moon hung high in the air as crickets played their music, and frogs ribbited from across the creek, filling the air with a mixture of soothing night sounds.

Ben blinked a couple of times as he brought his hand up to the side of his head, scratching his brunette colored hair. This certainly wasn't the reservoir he had fallen unconscious in. Did Gwen teleport him out of there before Diagon finished him off?

A sharp pain shot through his head, making him clutch it with both of his hands and grimace in pain. He vaguely remembered the last words spoken by the demon. Something about dealing with him.

Could Diagon be responsible for him ending up here? Why not just kill him?

“Maybe he did… Is this heaven?” Ben asked himself as he lowered his hands slowly, the pain having subsided quickly afterwards.

Hopefully not. If it was, that would mean he really did die... Which is never good for your health.

He sighed and leaned forward, putting his hands in front of him as he got on all fours and brought a knee forward, using it to push himself up and onto his feet.

He wobbled for a second or so, struggling to maintain his balance.

He held his arms out to act as a balancer as he stayed still for a second, his mind spinning as if he was dizzy.

After regaining his senses, his arms returned to his sides as he looked around, observing the area.

Off to the distance, there appeared to be a small, lit up town. He couldn't make out the finer details, but the houses looked a bit more on the medieval side, with figures moving about between the buildings.

He could see no cars on the roads, nor parked anywhere. Either this was a very remote little village, he had been sent back in time, or this was an entirely different world.

Ben wasn't any stranger to traveling to other worlds, but he definitely hoped it was the just a remote village. And he definitely hoped it wasn't time travel. His experiences with that one weren't very pleasant.

He rubbed his temple once more and let out a frustrated sigh. First order of business dictated that he found out where in God's green earth he had been sent to, hopefully not getting involved in any conflicts along the way. Given his track record, however, that might be a bit hard to accomplish.

He lifted his left arm up and looked down at it, his sleeve pulling back slightly to further reveal what was probably the most powerful device on this planet, the Ultimatrix.

His right hand lingered up and activated the dial, causing it to pop up and reveal a holographic projection of an alien. He turned the dial back and forth a few times before settling on a particular one that brought a small smile to his face.

“This seems like a good time to bring up an old favorite,” he said to himself as he pressed the dial down, resulting in the area being covered in a green flash.

It settled shortly after to reveal a tall, semi-armored velociraptor with a long, prehensile black tail. Four blue stripes formed rings around the tail all the way to its tip. His entire body was covered with black skin, the front and back of his torso being an exception, which was a bright green and had the Ultimatrix symbol in the middle.

Beneath his two-toed feet lied silver colored spheres, one under each foot. On each hand, he had three sharp black claws that looked like they could easily slice through numerous tough materials.

To top it all off, his entire head was encompassed by a pitch black elongated helmet, and his blue face possessed green eyes with a black line running from one side of his head to the other.

“XLR8!” he exclaimed in a gravelly voice, a visor falling down from his helmet and covering his face.

Without another word, he sped off into the distance, leaving a blue trail in his wake.





XLR8 came to a sudden stop behind a fairly large building, a small cloud of dust and dirt forming at his feet as he did so.

He blinked a few times at the scene in front of him. His expectations of what he would find had ranged far and wide, but he certainly wasn't expecting… This.

All around the town, there were small ponies walking about, dressed in all sorts of what he assumed to be costumes. The smaller ones, which he quickly concluded were children, carried bags of various shapes and sizes.

“Did I just stumble into a horse town celebrating Halloween early?” he thought as his eyes lingered from building to building, taking note of the Halloween-style decorations that dotted the surfaces.

As he watched on, he came to the conclusion that this was definitely not Earth. Not his Earth, anyway. Everything from the plants to the occasional animal he’d seen had pointed to Earth flora and fauna, but he was fairly sure there were no brightly colored pony towns anywhere.

“Of all the planets I could have been sent to, why did it have to be the one with the girly ponies?” he groaned as he stopped peeking the corner and leaned his back against the wall.

“Either way, I need to find out more about this place… Maybe they know what aliens are? They don't look all that advanced,” he thought to himself as he peeked around the corner again, observing the ponies going about their business.

“I need to scan one of those guys so I don't attract unwanted attention, but how would I go about doing that…” XLR8 wondered as he thought. Then, a sudden idea came to him.

He'd seen one of those ponies near the outskirts of the town while he was making his way to where he currently was. Perhaps he could go back and let the Ultimatrix scan one of them? He didn't want to scare any of them, but it wasn't going to harm them.

He made up his mind shortly afterwards when he couldn’t think of anything better. He shook his head and closed his visor before speeding off the way he came, leaving a trail of dust in his wake.





What would have normally taken him easily fifteen minutes to walk as a human, XLR8 did in under eight seconds. He now stood outside of a small cottage that seemed far enough away from the village to not draw any attention. Now all he had to do was knock and hope someone was home.

He tapped the Ultimatrix symbol on his chest, and in a flash of green light, he transformed back to Ben.

Ben knocked on the wooden door a few times. He hoped whoever was behind that door didn't freak out, it would just complicate things.

“O-Oh! I d-didn't expect visitors so soon. Coming!” He heard a soft female voice come through the door, along with the sound of hooves hitting wood. It confused him for a second before he remembered that they were basically miniature horses, it would make sense for them to have hooves.

He waited a few seconds and braced himself as the door opened rather suddenly, revealing a small, yellow pony that barely made it up to his chest. She had a light pink mane and tail, along with teal eyes, and what looked like three butterflies tattooed on her hip.

She stared up at him with wide eyes and a bag of candy in her mouth, completely taken aback by his sudden appearance. Before either of them could say anything, however, the Ultimatrix interrupted them.

“Uncatalogued DNA detected.” A synthesized female voice came from the Ultimatrix. The device itself turned yellow as an equally yellow beam shot from it, scanning over the pony a few times before it stopped and returned to normal.

“Unknown DNA sample acquired, scan complete.” Ben looked down at the Ultimatrix for a second before looking back at the pony, who had backpedaled away from him as she visibly trembled.

Before he could say anything, the door was slammed shut on him, leaving him alone with his thoughts.

The pony was clearly scared of him. Not that he would do harm, but he still felt a tad bad about it.

“At least I got myself a new alien,” Ben said out loud as a smile formed on his face. He took a few steps away from the door before turning around and beginning to walk away, his left arm raised as he messed with the Ultimatrix to find the newly unlocked alien.

He finally found the green silhouette of the alien he has just scanned after a few more seconds of tinkering. With a grin, he slapped the dial down with his right hand, engulfing the area in a green flash.

It faded quickly to reveal a tall stallion, easily twice the size of the yellow pony. He had a green coat, with a jet black mane and tail. The former made it all the way to his shoulders and seemed to flow nicely with the wind. The tail was no different. It was long enough to the point where it almost touched the ground.

He had brown eyes to complement the hair, along with a pair of tall wings that rested neatly on his back. The hourglass-shaped intergalactic peace sign symbol rested on his flanks for the last touch. The Ultimatrix itself was on his chest.

“Whoa… This feels cool!” He looked back at his wings and extended them with a smirk. “Another flier? Let's see if it can beat Jetray!” With that, he crouched down and thrust himself upward, taking him into the air.

The Ultimatrix, along with allowing its user to transform into different sapient species, also turned said transformations into the prime example of each of their respective species, along with giving its user what can be summed up as an instant manual of the transformation, which let them learn the controls of each one within seconds. It was quite a handy thing to have when changing into a completely new alien, and Ben didn't think he had thanked Azmuth for adding such a feature.

As he flew back towards the town, he couldn't help but think about the new name for this guy. Skyfire? Nah, too unoriginal. Pegafast maybe? If it lived up to the name, it could be an option.

He shook his head and focused back on flying. He could name the new aliens he unlocked here later. First, he had to find out some info before he did anything else. He'd learned the hard way that rushing in without knowing what you're getting into ended up with him getting into sticky situations.

Snapping out of his thoughts, he noticed that he was already near the town. It surprised him a bit at how fast he had gotten there. It almost rivaled XLR8, and he wasn't pushing it that much. This could definitely be one of his go-to speedsters from now on.

He slowed himself down and landed right in the middle of a road. There were a few ponies minding their own business around him, they didn't seem to suspect him at all, which was a good thing.

He may not be in a costume, but he doubted it mattered as he began walking down the road. It got bigger and bigger as he walked and he started getting a few stares from nearby mares, but he mostly ignored them. He got stared at by dozens of people every day, he was used to it.

He reached what he assumed to be a town center in under a minute of walking. The place was filled with numerous games with dozens of ponies walking around, either mingling or participating in the activities.

“Is there a library around here or something?” He looked around a few times to see if he could spot any buildings that might be identified as a library. The only building he saw worth visiting was right in the middle of the place, and there was a sea of ponies between him and it.

He settled on asking a random bystander for directions instead. Less of a hassle that way.

He glanced to the side and spotted a mare near a few stalls that seemed to be selling fruits, of all things. He frowned a bit. Who sells fruits on the local equivalent of Halloween? Such a crime surely does not go unpunished.

Without a second thought, he turned his full attention to the pony he had spotted and went over to her. She didn't seem to notice him until the last moment when she turned around and walked forward, almost colliding with Ben.

“Oh! Pardon me. I didn't see you there,” the mare said sheepishly. She had a lavender coat, along with a mane that seemed to have various shades of purple and pink running down its length in stripes. The same could be said for her tail. He couldn't see if she had the same mark the other ponies seemed to have on their butts, though. It was hidden by a ridiculous looking costume. Was she supposed to be a wizard or something?

“Uh, yeah. Actually, I was wondering if there was a library nearby. I'm sort of… ‘new’ to this place,” Ben asked, unintentionally putting a slight emphasis on the word new.

At this, the pony seemed to brighten up. “Oh, of course! In fact, I run and live in the Ponyville library! I can lead you there if you’d like!” She seemed a bit too enthusiastic about a library. And… Wait.

“Ponyville? That's… so stupid, and funny at the same time.” He had to stop himself from snickering, so he did so with a forced smile. “Er… sure. That sounds great.” The mare smiled and clapped her hooves together.

“Follow me!” She gestured for him to follow her as she turned the opposite direction, away from the large crowd of ponies.

Just as she did so, he noticed a small, reptile-like creature riding on her back. It seemed to be asleep, and it was clutching a large bag of candy in its talons.

Ben decided to question it later as he followed the lavender pony through a few streets for a minute or so. The town seemed pretty lively, too. There was not one street where he didn't see one or more ponies doing whatever horsie stuff they did when he wasn't looking.

The trio arrived at the library soon after, with the mare turning around to face him as they slowed to a stop in front of a large, hollowed out tree. Before she could speak, however, Ben interrupted her.

“Sorry, I didn't get your name,” he started.

“Oh! Sorry. My name is Twilight Sparkle, and the little dragon on my back is Spike. Speaking of which…” she trailed off as she glanced at the being on her back. She rolled her eyes as the now identified Spike was surrounded by a purple aura, which startled him into waking up.

“Ugh… Uh... Huh? I'm up! I'm up!” he yelled as he scrambled to his feet after being put down. Ben did a double take at this. Where did that purple glow around him go? And where did it come from? It looked like mana. Could it have been Twilight? His current form couldn't do that, as far as he was aware. Then again, he did notice the distinct lack of wings on her sides. Was there a subspecies thing going on here? And did she call Spike a dragon?

Before he could speculate any further, Twilight interrupted his train of thought.

“What's your name?” she asked innocently with a smile as she turned her head back to look at him.

“Oh shit, uh… Quick Ben, think of something!” He forced a smile yet again as a small bead of sweat ran down his forehead.

He glanced around a few times, spotting a pony with a black suit on pushing a dark cloud around.

“Um… Clou..” He did another glance, this time managing to spot nothing that catches his eye.

“My name is… Clouden Dark?” Ben finally answered.

Twilight only smiled and nodded.

“Well, Clouden, follow me in and help yourself to any book you like, we're open until three!” She didn't seem to mind his terrible made-up name, which he was thankful for, as she opened the door with her hoof and stepped inside, Ben and Spike following in shortly after.

“We need to be going, but try not to make a mess. I don't think Spike will be in the cleaning mood any time soon with all the candy he's eaten.” Twilight giggled as she looked down at Spike, who was groaning and rubbing his stomach in pain.

“Ugh… Actually Twilight, I'll just… stay here for a while,” Spike mumbled as he made his way up the stairs, clutching his stomach with one hand and the candy bag with the other.

“Suit yourself. I'll be back by two,” Twilight called out to Spike as she stepped outside and closed the door behind her, leaving Ben alone in the library.

Ben looked towards both the front door and the stairs for a moment, before shrugging and turning to face the shelves full of books.

“I was never one for reading, but Brainstorm is!” Ben brought his hoof to the symbol on his chest but stopped just shy of hitting it. He took a quick glance to the upstairs before turning his attention back to the books.

“I hope he doesn't decide to come down anytime soon…” he whispered as he hit the Ultimatrix symbol, resulting in a bright green flash.

It faded soon after to reveal a giant, crab-like being with pincers at the end of each arm and six legs. Its head was considerably larger than most of its body, which was orange-red in color.

It wore a grey and black belt near its midsection, around where its neck might be, with the Ultimatrix in the middle.

“Brain…!” He stopped himself after he quickly remembered that he wasn't alone in the library.

“Ahem… Brainstorm,” he whispered as his pincers opened and closed, producing the iconic ‘clack’ sound most crabs were famous for.

Brainstorm wasted no time in getting to work. Two plates on his skull opened up as his entire brain seemed to glow yellow. Dozens of books from the shelves levitated over to him and began circling him as they all opened and he began to read through all of them.

“Hm. Another written language despite the striking similarities to English? Most peculiar. However, this is of no hindrance to me. I shall have this solved in no time,” Brainstorm stated as his hyper-intelligent mind began to quickly translate the text.

His eyes scanned the pages in milliseconds as the books flew by. By human standards, it was almost impossible to keep track of everything at once, let alone translate and understand all of it. But of course, Brainstorm was no human, he was a Cerebrocrustacean, debatably the most intelligent species in the universe. But don't let a Galvan hear you say that.

Meanwhile, Spike was having a not so good time upstairs. He had even forgotten they had a visitor as he laid in his bed and clutched his stomach in pain, groaning every minute or so.

“Why… why me…” He grimaced as he rolled to the side, regretting the day he ever decided to go out on Nightmare Night.





No less than five minutes later, Brainstorm had finished reading the entirety of the library after translating the text at roughly the two-minute mark.

“Hm. Beings that could move celestial objects? Unlikely. But not impossible. Several species have shown such prowess. Anodites and Celestialsapiens do come to mind. This planet has shown remarkable mana potential as well if such tales are to be believed. However, the functions of such a system would make other planetary orbits…” Brainstorm continued to ramble as he scanned over the books he had previously written, completely disregarding the possibility of being caught.

As the Cerebrocrustacean continued to talk to himself, Spike’s stomach ache had largely subsided after a rather painful trip to the bathroom. He opened the door to Twilight’s room and stepped outside, closing the door behind him. He had gotten rid of his costume before going to the bathroom, he was definitely calling it quits for the night. And no more candy either, lest he suffers further.

He scratched the base of his tail lazily as he headed towards the stairs and began to walk down to the first floor, expecting to either find the stallion reading a book or nopony at all.

What he did not expect, however, was the gigantic crab in the middle of the room.

Spike blinked once.


Twice.


Then he let out a very girlish scream and ran back up the stairs, almost tripping over as he clawed at the wood after the near fall experience and bolting away from the monstrosity he had just seen.

Brainstorm quickly glanced at the direction of the dragon as soon as he heard the scream, sighing as he levitated all the books back in place before tapping the hourglass symbol on his belt, transforming back to Ben.

“I think the cat's out of the bag now.” He shook his head at his recklessness and folded his arms across his chest. “Better go talk to him and try to settle this before things just get worse,” he stated as he walked over to the flight of wooden stairs. It amazed him that this tree seemed to be in such good condition after being carved from the inside out, but he didn't know much about how they worked, so he shrugged it off.

“Hey, are you okay? I just want to talk, promise!” Ben called out for him as he took a few steps up the stairs, stopping halfway up.

Spike peeked around the corner and looked his direction, his expression of fear quickly changing to one of confusion.

“Wha… Who are you?! And how did you… Is that crab thing still down there?!” he yelled as he shook slightly. Seeing Brainstorm really must have startled him. God knows what might happen if he was Ghostfreak.

“My name's Ben. Ben Tennyson. And the ‘crab thing’ you just saw was me, technically.” Ben responded as he puffed his chest out slightly in pride. He had only saved the Universe like, five times already.

“Ben? That's… and did you say that was you? But… how?” Spike grew even more confused as he stepped out into the open, still a bit nervous.

“Come down and I'll show you. It's… A bit complicated,” he replied as he backtracked down the stairs and walked over to the center, waiting for Spike to come down, which he did after a minute or so.

Spike carefully walked down the stairs as his eyes locked on the being in the room. He had never really seen anything like him, except maybe those weird test dummies that seemed to have a similar shape to him.

“So, uh… Ben. You said you were the crab,” Spike began as he nervously rubbed his hands together. He didn't want to be alone here with a potentially dangerous pony... Or whatever he was. Not that he couldn't take him, it's just that… he really didn't want to clean up the mess afterwards.

Ben nodded. “Yep. It's one of my more intelligent transformations. I used it to read the books.” He pointed behind him at the bookshelves.

“Transformations? You can do magic? And what about that stallion that was here a few minutes ago?” Spike had finally reached the bottom of the stairs, but he still maintained a good distance away from Ben.

“I can't do magic, although that'd be awesome if I could. And that ‘stallion’ was me if you didn't guess already,” he explained as he looked around and took a seat on the floor.

“You can't do magic? But how the hay did you transform then?” Spike was getting even more confused by this point. How could anypony transform into something completely different without using magic?

Ben looked down at his left arm before lifting it up, revealing the Ultimatrix to Spike as his sleeve was pulled back a tad.

“This is how. Don't question me about how it does it, because I have no idea. All I know is that it has samples of DNA inside of it, I think, that allows me to transform into all sorts of cool aliens. It's pretty neat,” he explained as he leaned back and used his right hand to keep himself from falling back.

“Whoa… did you say, aliens?! And I don't know what Dee and A is, but that's so cool! Twilight told me they didn't exist, but who's laughing now? I sure am!” Spike fist-pumped as he did a little victory dance. It got a chuckle out of Ben as the watched the little dragon transition from suspicion and fear to laughter.

“I know right? I'm kind of this big celebrity back home because I use it to save the world, and sometimes the universe. And that's only half of it. This one time I-” Ben began as he raised his finger before he was rudely interrupted by loud thunder that seemed to suddenly settle over the town.

He waited a couple of seconds for it to go away before he resumed his tale. “Er… this one time I saved the universe from a bunch of genocidal aliens by curing then with the Ultimatrix, which is the thing on my wrist.”

Spike drew closer in and sat down a few feet away from him. “Really? That's just like in my comic book! There's a bunch of giant genocidal robots that want to kill everyone and Commander Lightning has to gather everyone in the galaxy to fight them!”

Before they could continue talking, a soft-spoken female voice interrupted them.

“Uncatalogued DNA detected.” A beam of yellow light shot from the Ultimatrix and scanned over Spike a few times, startling him.

“Unknown DNA sample acquired, scan complete.” The beam stopped a second before the Ultimatrix itself changed from yellow back to green.

Ben lifted his left arm up and grinned. “I got a dragon transformation now? Swe-e-et!” He activated the dial and began turning it to the side a few times, looking for the new alien.

Spike, having snapped out of it, looked at him in wonder. “You can transform into a dragon? That is… So cool! Is it full grown one too?!”

“Probably. Are they big?” Ben asked, not taking his eyes away from the Ultimatrix.

“Pfft. They're really big! Like, a three-story house big! Size varies a lot of the time though,” Ben was just about to slam the dial down before he heard Spike’s comment, making him lower his arm.

“Maybe that wouldn't be a good idea if they're that big. But if they are, it could wrestle with Humungosaur over the goto strongest alien, if it's the heavy hitter I think it is,” Ben thought to himself as he deactivated the Ultimatrix.

Spike was about to say something before the door suddenly flew open and two ponies, one which was Twilight and the other one was…

Really cool looking, actually. Her mane and tail looked like the night sky as they floated around as if there was a constant breeze. Her coat was a midnight blue, and she had a stunning pair of teal eyes.

On her flank was what looked like a crescent moon, with a pair of large folded wings further up, along with a long, sharp looking horn resting on her head.

She wore a crown, a chest piece, and what looked like silver shoes for her hooves. Ben guessed she was someone important, maybe royalty?

“Spike, I'm..!” Twilight began, but as soon as she spotted the two of them, the words died in her mouth.

“Uh oh,” was all that came to Ben’s mind as he reached for the Ultimatrix, not wanting to take any chances with the suddenly scary looking horse lady that seemed to be glaring at him with a mixture of curiosity and caution.

“Oh, hey Twilight! This is Ben. He says he's a superhero that's saved the world like, a dozen times already! And he's an alien too! I told you they were real!” Spike said as he jumped to his feet and pointed at Ben, who was starting to get nervous.

Meanwhile, as for Ben, he was an inch away from activating the Ultimatrix and getting the fuck out of dodge. But instead, he decided to try and use words first. Shocking isn't it.

“Uh… Hi?”
> Appoplexians and Ponies Don't Mix
> --------------------------------------------------------------------------

Silence fell upon the room after Ben's insightful comment, resulting in the aforementioned to begin sweating nervously, unsure of how to continue from there.

As the silence continued, Ben's mind began to race with battle plans in case he needed to protect himself or escape, the latter of which was looking quite appealing at that moment. The awkwardness was making him curl up and die a little inside with each passing moment.

Finally, after what felt like an eternity, but was actually five seconds, the dark blue one decided the best course of action was to shatter poor old Ben's eardrums.

“GREETINGS, MONKEY! WE ART GLAD TO MEET A NEW SPECIES THAT HAS SURFACED AFTER OUR BANISHMENT!” she exclaimed as she took a step towards him and raised her hoof up to point at him, the force of her voice pushing Ben back quite literally and sliding him into a shelf full of very heavy looking books.

He let out a startled yell and a number of curse words that held no meaning to the three other beings in the room as the books fell on his head. Out of instinct, he lifted his arms up and covered his head with them with the Ultimatrix still active.

One of the heavier and bulkier looking books finally lost its grip on the wood it was put in after the sudden shaking, sending it careening into the alien device, hitting the dial with enough force to cause the metal underpart of it to hit Ben in the head. 

Before he could curse the Gods themselves for making him suffer so, he was cut short by the all too familiar flash of green light that bathed the room in its glow, causing the two ponies and the baby dragon to shield their eyes.

Once the light faded, the three were greeted with a sight to behold. In front of them stood a ten-foot tall bipedal tiger, with one sharp black claw protruding from both of its wrists. It also looked incredibly muscular.

The two ponies stared in awe at the now transformed Ben as the blue one took a step back and lowered her hoof, staring at him with wide eyes. 

Rath, on the other hand, looked down at the smaller creatures and scowled, raising his arms into the air and letting out a roar.

“LEMME TELL YA SOMETHIN MYSTERIOUS BLUE, YET SOMEWHAT PRETTY LOOKING HORSE LADY, NO ONE SHOUTS AT RATH AND GETS AWAY WITH IT! NO ONE!” Rath roared as he pointed a finger at the mare in question, who in return gained an expression of confidence and stood tall in the face of assured defeat in at the hands of Rath.

“We interpret thy threat as a challenge that we gratefully accept! Let us see-!” Rath stopped paying attention by that point as he let out another roar and charged forward suddenly, grabbing the mare with one hand and proceeding to throw her through the wall, leaving a pony-sized hole in it.

“NO ONE CHALLENGES RATH AND LIVES TO TELL THE TALE, HORSE LADY! BECAUSE YOU JUST BIT OFF AN EYEFUL BIGGER THAN YOUR STOMACH CAN CHEW! If Twilight wasn't in a state of utter shock, she would have questioned the absurdly ridiculous comment he had just made. Instead, she was focused on the fact that he just threw the princess through her wall. The thought alone made her poor brain short circuit.

“SIRIUS BUTT-KICKING!” Rath shouted as he dove straight through the new hole in the wall, easily making it five times bigger than it previously was. The sudden force causing the entire library to shake slightly, making even more books fall from their shelves. Spike shuddered when he saw the aftermath.

“Great, more work…” he mumbled.

Outside, Rath had just finished diving through the wall and doing a sick roll afterward. He looked around frantically, trying to spot his latest victim.

“SHOW YOURSELF HORSE LADY! RATH WILL DESTROY YOU!” Rath shouted for the fourth time in under a minute as he punched the palm of his hand, using the gesture to get the point across.

Before Rath could continue, he felt himself being surrounded by a force unknown to him, restraining him completely.

“LEMME GO AND FIGHT ME FACE TO FACE! RATH WILL-!” He didn't get to finish that sentence as he was forced to the ground by the force surrounding him, making him grunt in pain as he put both of his hands on the ground and struggled to keep his face from meeting it.

Out of the corner of his eye, he saw the purple pony, Twilight if he remembered correctly, straining herself as her horn shined brightly, her head leaning slightly down as she struggled to move it down further. 

He didn't know where she had come from, but even Rath could figure out she was the one responsible. Determined to not lose against a small, colorful horse, the Appoplexian summoned forth a burst of strength as he lifted himself up to his knees, a loud roar exiting his mouth as he did so.

“RATH WILL NOT BE DEFEATED BY YOU, TWILIGHT SPARTICLE!” he exclaimed as he finally managed to get on his feet, much to Twilight’s shock.

It was short-lived, however. As soon as he got to his feet, another wave of force washed over him, sending him to the ground in an instant.

Rath groaned as he was forced to the ground, his breath leaving him due to the immense force. “Lemme t-tell ya somethin… Gravity, give up… Y-you can't… beat… Rath…” With those final words, he fell limp, the aura around him fading soon after.

The area was engulfed in another green flash, and in Rath’s place now stood Ben, who groaned as he weakly rolled over and sat up in the Appoplexian sized imprint on the ground.

He rubbed his head and looked up, only to be face to face with two very angry looking ponies. 

Twilight was looking at him with narrowed eyes as her horn glowed, ready to take action if he were to try anything again. The other one, on the other hand, didn't seem as mad, though. She barely had a scratch on her apart from some dirt on her coat. She looked down at him with the same mixture of slight caution and curiosity as before. He could almost see some disappointment.

“Okay, I have no idea what the Tartarus just happened, but we want answers. Now,” Twilight said with gritted teeth, to which Ben responded with a weak chuckle as his hand rubbed the back of his head.

“Well… that was Rath. I'm really sorry, he's a bit of a brute sometimes.” Ben nervously chuckled as he glanced in between the two, who looked at each other with uncertainty.

“Wait! Hold on!” the three heard Spike call out as he ran towards them. He stopped and put his hands on his knees as he panted slightly. 

“Might want to start working out more…” he muttered before he lifted his head up to face Twilight.

“Like I was telling you, he can transform into aliens! I saw him as a giant crab thing with a huge glowing brain! He doesn't seem that bad.” Spike finished. Ben smiled slightly, grateful for him coming to his defense.

“Doesn't seem that bad?! Spike he literally threw Princess Luna through the wall!” she argued as she turned her head to look at him, her hoof now pointing in Ben's direction.

Spike opened his mouth to reply but was silenced as the now named Princess Luna spoke up first.

“We agree with the dragon,” she stated as she stared at Ben with analyzing eyes, making him a bit uncomfortable. 

“Wha-?! But..!” Twilight babbled as she looked at Luna in shock, who took Twilight’s confusion as a sign to continue. 

“We mistakenly used our Royal Canterlot voice on him, resulting in him getting injured. Although, we think him throwing us through a wall makes us even. Doesn't thou agree?” she finished with a smile as she looked back at Ben.

Ben blinked a few times and nodded slowly. Twilight had called her a princess, and that meant she was royalty around these parts. He was glad she forgave him so quickly, otherwise, things could have gotten a lot more complicated and difficult with an entire nation after him. It wouldn't be the first time though.

“Uh… yeah, I guess?” he croaked as he attempted to stand up, grimacing and rubbing the side of his head as he did so.

Twilight turned to face him almost immediately after he moved as her horn glowed brighter. Suddenly, he felt himself being pushed to the ground once again.

At fault or not, he wasn't about to get pushed around by a small horse, so he grunted as he activated the Ultimatrix once again while he lay on his knees and was about to press down, but he stopped himself as he felt the pressure rapidly fade away. 

Confused, he glanced up and saw Luna scowling at Twilight as her own horn glowed. A small, transparent blue shield surrounded him, which he quickly concluded was the reason for the sudden relief.

“Twilight Sparkle, we forgave him. Couldst thou not do the same? We art sure thy wall can be easily fixed with magic. There is no need to provoke further conflict,” she lectured as she shook her head at Twilight, whose horn had abandoned the purple aura and now stood dormant. She lowered her head and sighed.

“I know, I just… reacted when I saw him move. Sorry.” She looked back up at Ben, hoping for an acknowledgment of her words.

Ben glanced down at the Ultimatrix for a quick second and sighed inwardly in relief. The holographic display had Way Big on it. He was somewhat glad Luna had interrupted when she did, or they would have been royally screwed. Quite literally.

“Don't worry about it. I'm used to it,” he joked as he tried to lighten up the mood.

“You're used to throwing princesses through walls?” Spike questioned.

“Er… Not what I had in mind,” he replied as he stood up once again, finally showing his height compared to the ponies. 

He was almost as tall as Luna, excluding her horn. And he easily towered over Twilight, with her head barely reaching his chest.

“I don't think I've introduced myself yet. My name's Ben. Ben Tennyson,” he said as he rubbed his arm, which was still a bit sore from the previous activity.

Twilight smiled slightly and spoke up first. “My name is Twilight Sparkle, but I have a feeling you already know that,” Ben responded with a nod.

“And our name is Luna. Thou may call us Princess Luna,” Luna said as she smiled at him. “Ben Tennyson, what a… unique name.” She giggled under her breath. Ben responded with a roll of his eyes as he remembered to deactivate the Ultimatrix before he accidentally turned into Alien X, given his luck.

“My name's not that weird! I'm sure you people have some ridiculous names if they're meant to represent your appearance,” Ben retorted as he crossed his arms.

“Guys, maybe we should head back inside before anypony sees us out here,” Spike said as he glanced around, glad that there wasn't anyone around to witness what had just gone down.

Twilight responded with a nod as she turned towards the library and began trotting towards it. “Spike’s right. Let's head back inside before anypony decides to come around for candy.” Ben glanced over at Luna for a brief second before following Twilight.

Luna followed closely behind him along with Spike as they stepped through the giant Rath-sized hole in the wall. Ben shook his head as he turned to look at it and lifted up his left arm, activating the Ultimatrix. 

“Don't worry, I'll have this fixed in no time!” With that, he slammed the dial down.
> Not every Clock is created equal
> --------------------------------------------------------------------------

Luna, Twilight, and Spike averted their eyes from the blaze of green light that illuminated the library. It grew dimmer rapidly before it completely vanished, revealing a large, robot-like alien right where Ben had been standing.

Its outer layer seemed to be made out of copper, and its body possessed numerous black lines that ran through its torso and arms. In the middle laid a piece of transparent glass with the Ultimatrix symbol on it. One could even see gears inside turning as it moved.

On its flat head, a key of sorts protruded from it, with holes in each side.

“Clockwork!” the now identified Chronosapien said in a German accent, the key on his head spinning slightly as he did so.

“Whoa… Did you turn into a clock?” Spike asked as he stepped closer and knocked on Clockwork’s metal shell, which made a resounding clunk every time.

“I'm not a clock!” Clockwork responded as he looked down at Spike with his best attempt at a scowl, to which Spike rolled his eyes.

“You even make clock sounds.” He held a hand up to his mouth as he attempted to hold back his laughter.

“Those are unintentional!” the Chronosapien shot back.

Twilight watched on in curiosity and disbelief. She didn't detect any magic coming from Ben when he ‘transformed’ the first time. And now that she had seen him do the same under more calmer circumstances, she noticed that he didn't output any sort of magical essence when he hit that watch of his and transformed, apart from the very faint magical signature he emitted when he was in base form.

She couldn't understand how such a thing was possible. How can he just perform such an advanced spell and not use magic?

While Twilight’s brain continued to have a meltdown, Luna looked on in surprise once more at the walking clock in the library. While it was less of a shock the second time around, it still piqued her interest. Such strange things had surfaced since her banishment, she wondered how it worked.

“Enough of this. Just let me do what I was going to do.” Clockwork dismissed the baby Dragon and turned his attention towards the hole. “Let me show you how I fix things.”

He spread his arms open as his centrepiece began to glow green for a split second, causing Spike to take a step back in caution.

“Uh, wha-” He didn't get to finish as a bright emerald beam shot out of Clockwork’s chest, impacting the few dangling pieces of wood that remained on the edges of the hole.

Instead of passing through them and making the hole even bigger, it seemed to stop as the area around it began to be illuminated by an enchanting green hue, and slowly but surely, the hole seemed to be repairing itself in a rather odd way.

The little bits and pieces of wood flew back into the hole rapidly, almost like time itself was going backwards, to everyone's continued surprise.

Clockwork stopped a second or so later and tapped the Ultimatrix symbol, reverting him back to Ben.

He turned around with his arms still folded and smirked at the three. “Sorry for the hole, by the way. Rath can be a bit of a brute sometimes,” he apologized as his gaze shifted towards Twilight, which responded with only a slow nod.

“Did you… How did-... How did you fix that?” she stammered as she looked over his shoulder at the now fixed wall with a look of confusion on her face. It looked just as it was before it had been destroyed.

“I went Clockwork and fixed it,” he stated as if he was telling the evening weather, which resulted in getting Twilight more agitated.

“But I couldn't sense any magic! Everything uses magic!” Her horn glowed as a book suddenly materialized above her head, and right next to Lunas, startling her slightly.

If Twilight did notice, she paid no mind as she held the book in her aura and opened it, the pages flipping wildly as her eyes scanned the contents.

“See?! It says right here that-” She was cut off by Spike, who tapped her muzzle and cleared his throat.

“Maybe you should let him explain, Twilight.” He said as he shook his head at her antics, to which she responded by looking back up at him with a sheepish smile.

“Er… right, sorry,” she murmured as she put the book back in its place.

Ben responded with a shrug as the spotlight was turned to him. “The Ultimatrix–” he lifted his left arm up, “–doesn't use ‘magic’. I honestly don't know what runs it or the details. But I do know that it basically changes my DNA into one of a different species and transforms me into them. I've used it to fight all kinds of evil forces throughout my world and beyond. It's pretty handy,” he told her.

“Thou said thy world, correct? Art thou implying that thou art... not from our planet?” Luna inquired as she stepped forward.

Before Ben could answer her, he was cut off by the Ultimatrix as the dial and the tube-like structures on it turned yellow and scanned Luna, much to her sudden surprise.

“Uncatalogued DNA Detected,” it spoke as it scanned her numerous times before stopping and turning back to its original color.

“Unknown DNA sample acquired, scan complete.” It beeped before the dial popped back down into place, leaving the two ponies, save for Spike, stunned.

“...What did thou just do?” Luna regained her composure and glared at Ben, taking another step towards him.

He responded by taking a step back and holding up his arms in defense. “Hey, don't look at me. Sometimes this thing just does it automatically.”

“That doesn't answer her question though,” Spike added from beside Twilight, who chose to remain silent and hear his answer.

Ben glanced at Spike with a ‘Come on, bro’ look on his face before his gaze shifted back to the blue horse advancing on him.

“Uh… The Ultimatrix scanned you and added your DNA to its storage… thingy.” was the best he could come up with given the circumstances.

“Here, I'll show you!” Ben quickly added afterwards as he activated the dial and slammed it down.

Luma turned her gaze away from Ben and shielded her eyes with her foreleg during the brief period of light. Once it had faded away, she lowered the foreleg and her eyes widened in shock as she looked over to where Ben had previously been standing.

In his place was a tall, white alicorn mare that stood as tall as Princess Celestia with a long, white horn and a pair of large, equally white wings. Along with them was an ethereal mane that seemed to contain various shades of green in a rainbow-like pattern. Her eyes were a bright emerald, and on her flank rested a green hourglass figure. The Ultimatrix symbol stood proudly on her chest, just like all of Ben's previous transformations.

“See?” she said, then immediately covered her mouth with a hoof, surprise clear on her face.

“Oh. This, uh… am I a girl now? Strange… the Ultimatrix has never given me the opposite gender, I think.” Ben shrugged and looked back at Luna, who looked up at him, or in this case, her with wide eyes.

“Anyways. See? It was just a scan, I swear!” Ben tried to reason as she raised her foreleg to tap the Ultimatrix symbol but stopped just shy of it as a smirk formed on her face.

“You know what? This is the second new alien I've gotten in under half an hour. And if this one has magic, that means…” she trailed off as she looked over at the bookshelves with a smirk.

Her horn began to glow in a light green aura as several books shot forth from their places and levitated in front of her, resulting in a triumphant hoof pump.

“Hell yeah, I can do magic now! In your face Gwen!”

She continued to seemingly be entertained by the books in front of her for the next minute or so, before eventually becoming bored of it and tapping her chest, reverting back to Ben.

He turned his attention back to Luna, who had been staring at him for the duration of his transformation. He stepped closer and waved a hand in his face.

“Uh, hello? Is anybody in there?” Luna snapped out of her shocked state and focused back on Ben with a surprised expression.

“Did… Did thou transform into an alicorn?” she slowly started with a hint of caution in her voice.

“I mean, if that's what you call yourselves, I guess so?” Ben shrugged as his arms return back to his sides.

“Anyways, do you believe me now?” He folded his arms across his chest.

Luna blinked a few times and backed down, taking a step back and returning to her previous position. She brought up her left hoof and rubbed her forehead.

“We… We suppose so. Sorry for our sudden aggression, we art still… adapting to this new society we found ourselves in,” she finished as she lowered her foreleg back to the ground and looked down at Ben.

Now that he was somewhat up close to Luna, he noticed how tall she was. Granted, he wasn't very tall himself, but she still held about two inches on him. So she was… five foot eight, if his math was correct.

He mentally shuddered at the thought of math, easily one of his most hated subjects in school. Ironically, Grey Matter adored math no matter how much Ben hated it.

“Adapting?” He asked, not sure of what she meant by that.

“It's been two months since we came back from our banishment, we thought it had spread all across Equestria by this point,” she stated as she looked at him with a confused expression, to which he responded with a shake of his head.

“To answer your question about me not being from this planet, no, I'm not. I'm from Earth. Although none of you probably know about it,” he clarified, which earnt him even more confused faces.

Spike scratched the top of his head as he stepped forward. “This is Earth. Well, our Earth anyways,” he said, eliciting a raised eyebrow from Ben.

“Well, I'm from a different Earth. It's a bit complicated on how I got here, I barely know myself. But I'm betting on it being Diagon’s fault.” Ben glanced around the room at the mention of the name, a look of unease overtaking his face.

“Diagon?” Twilight questioned. As she adjusted her wizard hat with her magic, Ben reminded himself to question her about her ridiculous choice of costumes.

“I doubt you know who he is, but to sum it up: He's an extra-dimensional being of pure energy if I was listening correctly. I was in a battle with him and I got knocked out, heard him saying something along the lines of, 'Deal with you’ before I blacked out though,” he answered as he looked towards Twilight.

“Hey, my comics have somepony similar to that! She's called Ciredan, and she's this cool space squid monster that-” Spike was cut off by Twilight, who put a hoof to his mouth.

“Spike, I don't think it's time to talk about your comics.” She shook her head disappointedly, to which he responded with a pout.

“This… Diagon, is he a threat to our nation?” Luna spoke up, her face adopting a dark and serious look.

“Honestly? I don't know. He may choose to follow me here and try to finish what he started, or he'll just leave me stranded here forever.” Ben resisted the urge to take a step back, this lady could be really intimidating whenever she wanted to be.

“But I wouldn't worry about him, I have something special for him the next time around.” He smirked and cracked his knuckles. Ultimate Way Big may not have worked on him, but he still had one final alien up his sleeve. If he ever even got to face him again, that is.

Luna didn't seem to relax very much at Ben's reassurance, as she still looked unsure. But slowly nodded as she calmed down. “We hope thou art correct. We take threats to our subjects very seriously,” she declared.

Ben nodded as a small smile found its way to his face. It was nice to see the leader of a nation that genuinely cares about their people, something he saw less and less frequently on both television and on a galactic scale nowadays.

“I understand. But don't worry, I have a knack for saving the world, it's sort of a usual occurrence nowadays,” he boasted with a prideful smirk.

Luna rolled her eyes at him and smiled slightly. While she may not express it openly, she was happy he was treating her so casually, unlike most of the ponies in Ponyville.

That last thought erased her smile and brought a small frown to her face. Thankfully, no one else seemed to notice it.

“Twilight, shouldn't you have been over at Fluttershy’s by now? You promised.” Spike turned to the lavender mare and crossed his arms, to which the latter responded with a nod.

“Princess, we should get going.” She glanced towards Ben. “You'll be coming along with us too.”

“What? Why?” His smirk fell as he looked over at her, confused as to why she wants him to come with her.

“You’re new to Equestria, so I thought I could introduce you to my friends and give you a tour while we walk! Unless you plan to say all night in here reading.”

Ben sighed and shook his head. “I guess not, I've already read all the books in here.” Twilight’s eyes nearly bulged out of her skull at that.

“Y-You… You read the entire library already? How?!”

“With Brainstorm, of course,” he replied casually, which caused Twilight's eye to twitch.

“Hehe… Right. Let's just get going.” The door to the library was suddenly surrounded by a purple aura as it opened. She picked Spike up and placed him on her back before walking out of the building.

Ben glanced over at Luna, who returned the favor before she followed after Twilight, leaving him alone.

“Well, I guess I better follow too.” He lifted his arm up and activated the Ultimatrix dial, turning it a few times as he looked for the right alien, he didn't want to spook the populace, after all.

“Come on, please give me the alien I want…” he uttered before he slammed the dial down.
> A Way Big Problem
> --------------------------------------------------------------------------

Twilight closed the door behind her and sighed. Her night was not going the way she expected it to go at all.

“Something wrong, Twi?” Spike asked from her back as he looked over his shoulder, expecting the other two inside the library to follow them out at any second.

She turned her head slightly and glanced at him. “This night has not been going as planned, at all! First, the entire town seems to get scared at the mere sight of the Princess, and now we have an alien in our home?” She let out another frustrated sigh as she shook her head and began walking.

“Could this night get any worse?” Twilight muttered as she walked further away from the library at a slow pace, waiting on the other two.

“You shouldn't say that, Twi.” Spike sounded concerned as he looked around nervously as if waiting on something to happen.

She rolled her eyes at his antics and stopped ten meters or so from the library. “Don't be silly, Spike. Just because you say that doesn't mean something bad will happen, it's all a coincidence.” She turned around and looked back. Luna was walking towards them with a smile on her face, but Twilight couldn't see Ben. Perhaps he was transforming into his Pegasus form? It did make sense, they didn't want to startle the town any more than they already are. If such a thing was even possible.

“But it does! Just… don't say it, please?” Spike reasoned as he nervously fidgeted on her back, to which she responded with another eye roll.

Luna stopped in front of Twilight and glanced back at the library for a brief second before turning her attention to her.

“Pray tell, Twilight Sparkle. Who is this… Fluttershy the dragon mentioned?” she asked with a small tilt of her head, and Twilight smiled brightly in response.

“Fluttershy’s one of my friends. She can be a bit, well… shy, but hopefully I can convince her to…-” She was interrupted by a huge flash of green light that forced her to suddenly close her eyes and turn her head away from the source.

Luna, who was facing away from the library, wasn't nearly as affected by the light. She squinted her eyes ever so slightly as she looked behind her.

“Ugh, what the hay was that?” Spike asked as he rubbed his eyes.

“Spike, language!” Twilight lectured him with a glare as she briefly glanced at him, to which he responded by raising his arms in surrender.

“Geez, it's just… a....” The words seemed to die in his mouth as his now wide eyes seemed to slowly inch upwards, his jaw dropping.

Twilight blinked and looked back at the library, trying to find what he was looking at.

“What? I don't…” Her mouth ran dry as her eyes finally lingered upwards.

Luna looked at the two with confusion evident on her face, unsure as to what had caused them to react like that.

Before she could turn around and follow their gaze, her answer came in the form of a large shadow that quickly covered the entire area and even the distant hills that could be observed from her position.

Slowly, she swivelled her head to try and spot what had caused the colossal shadow that had blocked her moon's light.

When she spotted the culprit, her jaw hit the floor.





Far away from Ponyville, inside a tall, spiral tower that stretched high above a large castle, Princess Celestia laid on her queen-sized bed.

She couldn't get any sleep, no matter how hard she tried. Her mind always wandered back to her sister, and how the small town was receiving her.

She always knew that they were easy to scare. Too easy, in fact. Easy enough to the point that Luna's presence could cause them to treat her with fear, leaving her baby sister to feel rejected once more.

Celestia wanted to practically fly down there herself to see how everything was going. The only thing stopping her was the hope that Twilight could make her sister feel welcomed and loved by her subjects.

She let out an un-princess-like groan as she twisted and turned beneath her covers for a few more seconds, before she sat up and rubbed her eyes gently, letting out a sigh. “Maybe I should have gone with her…” she quietly told herself, trying to calm her nerves.

“Oh, don't be silly, Celestia. Twilight can handle it… right?” She looked around the room, almost expecting someone to answer her.

She sighed once more and shook her head, laying back down on her bed and pulling the covers back up.

“I'm sure it'll be-” She stopped herself as she noticed the light coming from her balcony fade away, as if something was blocking it.

“Strange, the skies above Canterlot should be clear tonight…” the princess thought to herself.

She slowly sat back up on the bed and looked towards the empty balcony, spotting nothing that could have caused the sudden blockage of light.

“Hm, interesting…” Her horn glowed as she pulled her covers off and swung herself to the side, stretching her wings a bit as she yawned.

With a clop, her hooves met the marble floor as she got up and put on her white fluffy bunny slippers. She pushed herself up and trotted over to the double doors that separated her room from the balcony.

The door was enveloped in a yellow aura as it was pulled open, allowing Celestia to step outside and glance around.

She didn't spot anything out of the ordinary in the skyline of the city, nor was there any clouds in the sky that could have blocked the moon's light.

“Must have been a-” Celestia almost choked on her own words as her eyes finally found their target.

Right on top of Ponyville, a truly colossal creature towered over everything within eyesight, even the mountain Canterlot itself rested on.

The entire body of the creature was a pure white color, with numerous exceptions, such as the upper chest and neck area. The former possessed a crimson colored pattern that stretched all the way to its waist area. A strange hourglass symbol sat in the middle of the aforementioned pattern. The latter was completely black and seemed to extend to the back of its head.

Near the feet of the being, which were thankfully spread apart enough so that it didn't crush the town underneath it, it possessed the same crimson color that it had on its chest, with a very faint white line near the bottom.

Celestia’s mind screeched to a halt as she tried to comprehend the sudden appearance of something bigger than even an Ursa Major. The footsteps alone from a creature of that size would feel like earthquakes, even all the way in Canterlot.

Before she could dwell on it any further, it spoke.

Its voice thundered for miles in all directions, almost as if God himself was speaking. She could feel the tower beneath her shake ever so slightly at the sheer volume. Her ears even folded to the sides of her head out of instinct.


"WAY BIG!"
> Trouble In Pony Town
> --------------------------------------------------------------------------

Way Big raised his hands and looked at them, then down at the tiny town below, mentally cursing at the Ultimatrix for giving him the worst alien he could have gotten at that moment.

”Oh, come on! Unbelievable…” Way Big scowled as he lowered his arms.

He lifted his gaze away from the town below him and glanced around, his immense size allowing him to see miles in all directions with relative ease. His huge green eyes scanned the distance, taking notes of any noticeable landmarks and locations of possible interest.

The first thing, and most obvious thing he spotted was the vast city that seemed to hang off the side of the tallest mountain in the area. A cascade of water fell down from its side and was collected by a sizable lake below. The city itself looked rather fancy and exotic, with many of the buildings colored white, with a hint of gold surrounding them.

Any further detail would require him to move closer, but his rational side told him that moving at that moment wouldn't have been the best of ideas, considering the town of what he presumed to be scared and currently freaking out ponies in-between his feet.

Turning his eyes away from the hanging city, he looked at the vast, dark forest to his east. He couldn't see the end of it, and that's saying something.

Apart from its size, he couldn't spot anything noteworthy about it. He could, however, see a sizeable purple-ish lump in the far distance. He could barely make out the subtle up and down movements it made, almost as if it was breathing.

Turning his attention again, now to his north, he could see many large clouds clustered together. Tall, skyscraper-like formations protruded from its base and reached higher into the sky. The form of the cloud seemed artificial to him, but he would need to get closer to confirm his suspicions.

He wanted to investigate, but he quickly reminded himself of the situation. He had spent long enough as Way Big and had probably scared the ponies to death. Reaching up to his chest with his left arm, he tapped the Ultimatrix dial.

The valley was once again encompassed by a blaze of green light as Way Big transformed back into Ben, who had miraculously not broken anything within the library, much to his surprise.

He wasn't aware of any further damage outside of the town, but he hoped he hadn't accidentally stepped on someone, or worse.

With a shake of his head, he lifted his left arm up once more and began cycling through his selections of aliens. Once he found his previously intended target, he pushed the dial down instead of slamming it down. Purely out of caution, but it seemed to work this time around.

Following a blinding light, Ben had transformed into his previous pegasus form. He let out a sigh he didn't know he was holding as he looked down at his forelegs.

“That is so going to come back and bite me in the ass…” he uttered as he trotted over to the library door and pulled it open, stepping outside and closing it behind him.

He turned his head to face forward and was greeted by a pair of shocked ponies and one dragon. The three of which were staring at him with eyes as wide as dinner plates.

Forcing a smile, he cautiously trotted towards them and stopped a meter or so from away them. Ben lifted one of his forelegs and rubbed the back of his head as his gaze shifted between the three of them.

“So… I'm ready for that tour?” His forced smile became a nervous one as he set his hoof back down.

He could see the gears turning in Twilight's head as he glanced at her as she tried to find something to say. Eventually, she blinked and shook her head as her shocked expression turned into a glare.

“What… what the hay was that?!” Twilight half yelled her eyes switched from Ben to the now empty space that Way Big once occupied.

Ben heard Spike mutter something under his breath as he folded his arms and gazed away from Twilight, towards the now panicking town.

“That, well… that was Way Big.” He sheepishly answered as he glanced over at Luna, who had managed to wipe the shocked expression away from her face and was now staring at Ben, a mixture of disbelief and curiosity now taking over.

Twilight's right eye twitched as she put a hoof on top of her muzzle and closed her eyes with a shake of her head. “Okay, so that was you as… 'Way Big’, but why did you transform into that thing?! You've probably scared everypony within a dozen miles to death!”

“It wasn't intentional! The Ultimatrix usually gives me the right alien!” Ben tried to defend himself as he glanced over at Luna again, hoping that, by a small miracle, she would help him.

As if blessed by the gods themselves, his miracle came to life.

Luna looked at Twilight as she stepped closer to both of them, clearing her throat while doing so. This caught both of their attention, as Twilight and Ben shifted their gaze towards the     Princess.

“While what ‘Ben Tennyson’ did was quite idiotic and foolish, he claims he did not do it on purpose. And from what We can see, he did not cause any damage nor harmed anypony,” Luna started as she glanced towards Ben with a smile.

Ben was caught off guard by the sudden expression and quickly responded with an awkward smile of his own. ‘Hokay, this is getting a bit awkward,’ he thought to himself, wishing that the stupid watch hadn't chosen that moment to screw with him.

“B-but… Princess, everypony will be even more jumpy and scared now! It isn't every day that a ten thousand hoof tall creature just appears above them!” Twilight argued, to which Luna responded with a shake of her head.

“Let them, maybe ‘tis time for them to stop being so skittish,” she retorted as she looked away and huffed. While Ben was thankful for the save, he could understand Twilight's reasoning. If he were on the receiving end and didn't know about Way Big, he would probably scream like a little girl at the sight.

Twilight looked like she wanted to argue further, but seemed to admit defeat with a sigh. “I… I guess. Let's just go and see how much damage control we need to do.” Twilight murmured the last part as she turned around and began to walk deeper into the town, leaving Ben and Luna alone.

They both stayed quiet for a few seconds before Ben decided to break the ice.

“Thanks for having my back there, Princess,” Ben started cautiously, making sure to pick his words carefully.

Luna looked back at Ben and nodded, her smile returning.

“'Twas was no problem. We art both strangers to a new land and culture, thus We felt like We should help thee,” she responded, her small smile never leaving her face.

“Come, let us catch up with Twilight Sparkle,” she said, not giving Ben time to respond to her previous comment as she turned tail and trotted after Twilight, leaving him alone with his thoughts.

He blinked a few times as he watched them trot away.

“Okay, well… I guess I should follow then.” He shook his head and did just that, hoping that the rest of the night would go along smoother.








To say that the town was in utter chaos was a big understatement.

Ponies were screaming and running around, trying to desperately hide either inside buildings or behind objects. The entire ordeal was downright comical to Ben. Twilight didn't seem to share his sense of humor, unfortunately.

A part of him still couldn't help but feel bad for all the chaos he had caused. These ponies were trying to enjoy some good old Halloween, and he ahead and probably scared them half to death. Not that it was his fault directly, he blamed Azmuth for not making the watch work right.

‘Or was it Albedo?’ he thought as he paused for a moment before mentally shrugging. He didn't really think about it much. All he could vaguely remember is that Abledo had stolen something and used it to finish the Ultimatrix. If his memory was serving him correctly anyways.

Ben shook his head as he focused back on the scene in front of him. It hadn't gotten any better. Twilight was trying to calm the crowd down with the help of Luna. But Luna's presence only seemed to agitate them further for some reason.

Ben glanced around the area, hoping to spot something that required him to do something. He hated just sitting back and watching. Hell, he was tempted to discard his 'secret identity’ and change into something more useful. Unfortunately, he didn't have any aliens that specialized in gentle crowd control. Big Chill definitely didn't count.

Had Ben not been so distracted by trying to figure out how to help, he would have noticed the pink mare dressed as a chicken suddenly slam into him, sending them both tumbling to the ground.

“What the f-” Ben didn't get to finish his sentence as he slammed his head face first into a large gathering of wild watermelons. Startled, the melons assaulted Ben's face vigorously, sending seeds and juice directly into his eyes.

Gasping for air, he quickly put his forelegs under him and pulled himself out of the watermelons, and took deep breaths.

“Oh, I'm BAWK sorry!” Ben looked over to his right and saw a pink mare in a chicken costume, but before he could respond, she pecked his nose and made various chicken noises before retreating, leaving him with a scrunched nose and a world full of confusion.

“...Okay?” he muttered as he sat upright and tried to wipe his face. It turned out that juice and fur don't mix very well, as he immediately found out.

“Great..” He sighed and stood up, trying to look in the direction the mare went. He couldn't spot her anywhere though.

He blinked. Where did she-

“There you are!” he heard Twilight call from behind him, which prompted him to look over his shoulder, and then to turn around.

“Oh, hey Twilight. Did you see a pink mare run by you? Chicken costume, making chicken noises?” He questioned, glancing around.

Twilight looked at him with confusion before realization seemed to dawn on her face. “Oh, you met Pinkie? What did she…” She sighed and shook her head. “Nevermind that, I need your help calming everypony down!” She had to shout the last part as a mare ran by, screaming something about horrors at the top of her lungs.

Ben waited until the screams faded before answering.  “I'm not very good at calming people down, but if there's nothing else I could do, well…” He shrugged.

“Great, now follow me!” she said as she galloped back into the fray, prompting a sigh from him as he followed along.







As it turned out, calming ponies was very hard.

It took them nearly an hour to finally get things down to a manageable level, and an extra one to get things as close to normal as they could get.

Ben couldn't count the times he had to go ahead and hide before timed out in front of everyone, which served well in irritating him.

Now, ponies were hesitantly mingling and resuming their prior activities, and the four of them were now walking down a small dirt path leading to the outskirts of the town.

He had remembered passing by this area as XLR8, it was supposed to lead to a small cottage somewhere along the line.

His suspicion proved correct, as they soon arrived in the very same cottage he had knocked on and gotten his pegasus transformation from a yellow mare. He might have to apologize for scaring her later on, but at the moment he had no idea why Twilight had dragged them here of all places. Luna seemed to share his thoughts as she glanced at him briefly.

Twilight knocked on the door a few times as Spike hopped off her back and stood beside her. “Fluttershy! Are you in there? Come out, I want you to meet somepony!” She called out.

A few seconds passed before the door opened ever so slightly, revealing a pair of scared teal eyes.

“T-Twilight, what are-” The door opened a bit more, but as soon as the pony behind it spotted him and Luna, she quickly slammed the door shut, shouting something about ‘Nightmare Moon’, whatever that meant. It seemed to upset Luna.

Ben vaguely remembered something about that. He had basically read an entire library, but not a lot of things stuck when he transformed back to human form. He had already forgotten most of the history, only remembering things like magic spells and other noteworthy events.

Snapping back to reality, he noticed that Twilight had dragged out the yellow mare, now identified as Fluttershy, into the open and had introduced her to Luna, who seemed to be a little more considerate of her introductions. Their first time meeting having most likely been the critical point where she realized that shouting wasn't exactly a perfect welcoming tone.

“Uh... uhm… h-hi, m-miss Nigh-... uh... Luna…” Fluttershy managed to get out as Twilight held her in place, most likely to prevent her from dashing back into her house.

Luna seemed to reach deep into her smile reserves and pull out one of her more calming ones as she bent down to look Fluttershy in the eyes.

“‘Tis a pleasure to meet thee, Fluttershy. If thou art a friend of Twilight Sparkle, thou art a friend of ours!” Her smile widened as she stood back up and took a step back, likely to give the smaller mare some space.

Fluttershy seemed to relax the tiniest bit at that, now managing a shaky nod. “U-Uh, yeah, f-friends! C-can I go n-now? I kind of… uh… forgot to f-feed Angel!” She stammered, still trembling ever so slightly.

It sounded like an excuse to Ben, and probably Twilight too, who merely rolled her eyes and let her magical aura disperse around the yellow pegasus. It took her a few seconds to realize that she was now free to move, but as soon as she did, she quickly retreated back into her cottage. A small frown promptly flowed back into Luna, barely noticeable, but Ben picked up on it. He was used to reading expressions, especially considering the fact that he dealt with inhuman ones all too often.

Twilight seemed to huff and motioned for the rest to follow, which they did, but Ben's mind had already wandered off elsewhere, his body on autopilot.

He paid no attention to what was being said as his thoughts were clouded with worry. With the initial surprise of it all worn off, he began to remember the gravity of the situation back on Earth. If he had suddenly disappeared, Gwen and Kevin would likely assume that Diagon had killed him. He didn't want to imagine how they would take it initially, but the thought of Gwen turning into her anodite form and going ham on that oversized floating cluster of spaghetti brought a small smile to his lips, even though it probably wouldn't work.

Regardless, he still needed to find a way back to his Earth, and he had no idea how to do so.

He thought of turning into Alien X and convincing Bellicus and Serena to send him back, but he doubted that would work. Those two had caused him enough headaches already, but if there were no other options… was there really any harm in trying?

…

...


Probably, everything always seemed to go wrong if it involved him.

He could only hope that he found a way back before everything went to hell in a handbasket, assuming it hadn't done so already. In the meantime, he should likely get acquainted with this place, even if it was only temporary.

Maybe Paradox will come for him? He always seemed to be there whenever something real ugly had happened or was going down. He wouldn't let him be stuck here forever, right? He had to eventually find a way back. Hell, didn't he already meet his future self? He seemed fine.

‘I think…’ Ben thought to himself. He had technically met his future self more than once, and there were two of him that were drastically different.

“Ben!” he heard someone call out, instantly snapping him out of his thoughts.

“Huh?” He obliviously asked as he blinked, glancing around.

He must have really gotten caught up there, they were already back in the festival area, and Twilight was looking at him with a semi-concerned expression.

“Are you okay? You seemed out of it,” she asked.

“Uh… Yeah, I was just thinking.” He nodded and waved her off. He technically hadn't lied, but he hadn't disclosed the scope of it yet.

“Right. Well, I was asking if you wanted to join us in some of the games! Princess Luna seems to be enjoying herself!” she exclaimed as she gestured over to the aforementioned Princess, who seemed to be playing some kind of pumpkin launching game.

'Huh? How long was I just standing there?' he thought to himself incredulously.

“Er… no thanks, I'm good. Is there a bathroom nearby by any chance?” He quickly blurted the last part out, suddenly remembering the fact that the Ultimatrix could go into recharge mode any second now.

She tilted her head for a second before nodding and pointing to a nearby outhouse. “Well, there's that, but it's kind of uns- hey!” Ben was already gone when she had pointed the small wooden outhouse, quickly opening it and slamming it closed behind him. Just in time too, he heard the all too familiar beeps before he transformed back into a human, a flash of red light following in his wake and shining through the cracks of the outhouse.

He let out a sigh of relief as he locked the door and leaned against it. “Whew, that was a close one.” He went in to take a breath, and it turned out to be one of the greatest mistakes he'd ever make.

Almost instantly, the foul odor that accompanied an outhouse assaulted his nostrils, making his hands shoot up from his sides and quickly cover his mouth and nose in disgust.

He took his hands away from his mouth and quickly looked down at the Ultimatrix, the hourglass symbol flashing red. Ben cursed under his breath as he went over his options.

He could try and tolerate the smell long enough for recharge mode to be over but given the stench, that might be harder said than done. On the other hand, he could leave the outhouse and hope that he wasn't spotted in the process, but if he was it could cause even more panic.

‘Well... they do have Spike walking around, right? Maybe I can pass off as just someone out of town?’ he mused to himself. But then again, with the stunt he pulled off earlier, they might be a lot more prone to go into a panic than before.

‘Screw it, I can take this.’ He held up his jacket to his nose and put his hand over it for an extra layer, hoping that it would be enough to make the smell at least somewhat tolerable.

It seemed to work for the most part, he couldn't quite filter it all out, but it was enough to not be as big of a bother. It was a bit difficult to breathe, however.

‘Why did Azumith have this stupid recharge mode again?’ he thought with a groan. Ben remembered him telling him that it was necessary it wouldn't damage his normal DNA or whatnot, but would it kill him to at least give Ben the option to take it out of recharge mode in case of emergencies? True, being stuck in an outhouse wasn't exactly an emergency, but it was close enough!

It usually only took around a few minutes for him to be able to transform again, so he had that going in his favor at least. From what he had seen, everything was going well outside, he doubted he was needed at the moment. So now all he needed to do was wait.










Well, that didn't take long.

A minute or so after he had concluded that he wasn't needed, he had begun to hear sounds of panic coming from outside, followed shortly by lightning and very loud yelling, which he guessed was caused by Princess Luna. He had had a first class seat to experiencing her amazingly strong vocal cords, after all.

With a grimace, he looked down at the Ultimatrix and tapped his foot against the wooden floor, any second now...

Ben let out a sigh of relief as the red hourglass symbol turned green following a few more excruciating seconds.

"Alright, what'll it be..." He muttered as he took his right hand away from his nose and quickly began to cycle through his available aliens, all while he held his breath.

"Come on, where is it?!" He began to turn the dial at a faster pace, passing by an alien he hadn't quite seen before, but he filed that away for another time. It was probably his new dragon transformation, but he didn't exactly need a heavy hitter at the moment.

He sighed in relief when he finally found his pegasus form and quickly pressed the dial down, the iconic glow of green light illuminating the outhouse for a short second. Wasting no time, he rapidly exited the poor excuse of a bathroom and shut the door behind him, taking a deep breath of air once he was outside.

"Ah, fresh air how I've missed... you?" His gaze found itself landing on the scene in front of him. Things were scattered about, with kids crying and being comforted by their parents. He looked around the place as he tried to spot Twilight, but to no avail. How could things have gone south in less than two minutes without him being involved somehow?

As a matter of fact, he hadn't seen Princess Luna around either. He was positive that the shouting had come from her, but he couldn't see her anywhere. Finding both her and Twilight was likely his chance of finding out the details of what had gone down a minute prior.

"Time to really test this guy out, then." He opened his wings and crouched down before taking to the sky. He stopped just above the town hall, squinting his eyes and holding up a hoof just above them as he scanned the surrounding area for his target. Soon enough, he spotted Twilight and Luna across a small bridge near the edge of the town, conversing. He couldn't hear what was being said, but Luna didn't look so happy if her expression was anything to go by.

With the pair located, he spared another glance towards the gathered ponies below before speeding off towards the two, closing the distance in less than a second.

His arrival startled the two, with the Princess taking a noticeable step back as her horn began to glow in preparation to defend herself. Seeing this, Ben quickly tapped the Ultimatrix Symbol on his chest and reverted back to human form.

"Relax, it's me," he calmly stated as he took a good look around. They were in a place hidden behind some houses and vegetation, with a small river separating them and the rest of the town. It was actually quite the calming place, as the sound of frogs, crickets, and other nighttime critters filled the air and cast a pleasant aura over the area.

"Ah, Ben Tennyson." Luna seemed to relax, her horn's glow dying out. Twilight looked over to him with a slightly annoyed look on her face.

"Why did you run off so suddenly? You've done it a few times already," Twilight asked with a slight tilt of her head.

"Oh, I just needed to hide before I was reverted back to my human form in front of everyone. This thing has a timer on it and it takes a few minutes for it to let me transform again." He shrugged. "Trust me, I didn't exactly want to be in that wooden coffin at all, even for a few seconds." His nose scrunched up slightly when he remembered the foul odor he had to endure.

"But enough about me, what happened back there? I heard shouting and when I come out, everything was a mess and all the kids were crying about something." At that, Luna's ears lowered slightly as she cast her gaze elsewhere.

"Yes, that. Well... We just couldn't stand everypony running away from us as if we were some sort of monster!" Luna scowled, but it quickly gave way to a sigh. "But we do regret resorting to such drastic measures. We're afraid we've only made them even more scared of us."

Something about seeing these ponies almost broke Ben's heart and made him want to go pick them up and tell them everything was going to be alright. Not that he could do that to Luna without breaking his back, but the thought was there. He turned to look at Twilight, who seemed equally as sad.

‘Jeez, puppies don't hold a cradle to these guys in that department.’ he thought as a small frown formed on his face. Was this a universal trait they all possessed?

"I don't understand why all the children are so afraid of her, hence why we were just going over a plan to get to the bottom of it." Twilight suddenly regained a confident look as she looked over to Ben.

"I'm sorry to get you involved in this, but could you do me a favor?" Twilight's horn shined and a bag of candy was levitated over to him.

Ben raised his eyebrow, what could that she possibly want him to do with candy?










"And... done!" ChamAlien exclaimed as he dropped his camouflage and finished laying down the final piece of candy. Twilight had tasked him with laying down a trail of candy from the center of the town into a nearby alleyway. She hadn't told him what for yet, but he guessed it was to lure someone in.

"Great! I didn't know you had a transformation that could turn you invisible," Twilight spoke up as she walked up beside him, inspecting the trail.

"It's technically just very good camouflage, not invisibility," Ben corrected as he took a few steps back and admired his work.

"We can talk about your abilities later, for now just go hide with Luna and wait for my signal." Twilight nodded her head over to a darker corner of the alley, where Luna currently was. Ben had to surprisingly squint his eyes slightly to see her, but he shrugged it off as having something to do with magic.

"You're the boss." He gave a mock salute as he activated his camo again and dropped down on all fours, quickly making his way to Luna and taking the spot beside her. He assumed she knew he was already there, as he saw her track him almost perfectly even when he should have been invisible to the naked eye. Once more, he chalked it up to magic. It didn't take him long to guess that both Twilight and Luna relied on magic for a lot of their abilities.

"So, what's she planning?" ChamAlien asked as he stood up, now towering slightly above the Alicorn.

"She is going to attempt to draw in the leader of the group that kept running away at the sight of us." She huffed slightly at the last part. Ben nodded as he watched Twilight disappear in a flash of purple light, most likely off to hide and wait just like them.

He wasn't quite sure how they were supposed to lure in someone with candy, but he wasn't going to question it. Twilight knew much more about the town than he did, and probably knew the pony she was attempting to draw in.

"What did you say that had them all so upset out there?" he said slowly, unsure if he should bring it up.

"We... may have told them we canceled Nightmare Night." She sighed and looked over at him, the slightest bits of regret starting to show on her face.

‘She canceled their version of Halloween? I can see why they're upset then.’ He stared at her for a couple of seconds before shifting his gaze back towards the entrance of the alley.

"Can't say I agree with that, but shhh. I think someone took the bait," he whispered as he remained still, with Luna only replying with a nod and doing the same.

The moment he spotted their target, he resisted the urge to facepalm. The pink chicken pony that had caused him to fall face first into a bunch of fruits was now pecking at the candy on the ground as she followed the trail. It took her a new seconds before she had reached the end, but Twilight wasted no time in teleporting behind her and tackling her and pinning her against the wall.

"No! No shrieking! No squealing or screaming either, okay?" Twilight began as she held a hoof to the pink pony's mouth, preventing her from saying much other than a muffled 'okay!'.

Twilight's glare softened as she took a step back, her hoof still covering the costumed mare's mouth.

"There's something I want you to see. I promise that it's safe, but you really really really can't shriek. Can you promise not to shriek?" The mare responded with a nod. Once she did so, Twilight's face took on a relieved expression as she took a few more steps back and removed her hoof, giving the mare some space. She then glanced their way and gave Luna a nod.

Luna looked over at him one last time before turning her attention to the two ponies and walking out of the shadows, revealing herself to the pink one. To her credit, she covered her mouth just as she was in the beginnings of a cross between making chicken sounds and screaming.

"Pinkie Pie, you remember Princess Luna, right?" Twilight gestured over to Luna, who took this as an initiative to walk closer.

"Ah, the ringleader of the frightened children." She stopped once she was in front of the now Identified Pinkie Pie.

"Hast thou come to make... peace?" She smiled gently and extended her hoof towards Pinkie, whose face had begun to form a smile of her own as she began to meet her halfway.

If ChamAlien hadn't been paying careful attention to their surroundings in case someone decided to randomly walk into the alley, he would have missed the storm cloud that had been slowly sneaking up behind Luna.

'The hell?' He squinted his eyes and slowly reached down to grab a rock, he had seen a dressed up pegasus running around with a storm cloud on occasion when they were dealing with the panic, they had been using the cloud to make miniature lighting to scare even more as they tried to calm them down. He wasn't about to let them mess up this one up though.

With great precision, he put a decent amount of force into his arm and threw the rock directly into the dark cloud, with elicited a yelp from someone on top of it. The sound was almost immediately noticed by all three ponies, who turned their heads to look at the source of the noise.

"Rainbow?" Twilight spoke up first, then followed it up with a huff of annoyance. "I see what you were planning, can't you tell we're in the middle of something?"

A cyan colored pegasus mare peeked over the edge of the cloud as she rubbed her shoulder with her other hoof, a confused expression on her face.

"Who threw...? Ah, forget it. You're no fun to prank anyways." She waved Twilight off and sped off, cloud in tow.

‘Whew, possible disaster avoided.’ ChamAlien smiled to himself as he crossed his arms over his chest. Score one for him yet again.

Luna shook off the events that had unfolded and turned back to look at Pinkie Pie, who also seemed to have shrugged it off and just ended up shaking Luna's hoof before the latter could get a word off.

"Hiya Princess! I hope you're liking the games we have, I helped set them up! Well, I did most of the work, but hey, even if it's only a little help it always counts!" She smiled happily and set her hoof back down. Twilight let out a sigh and wiped some sweat from her forehead.

"Yes, well... We were wondering why thou hath been running away scared of us for the better part of our entire stay. " Luna began, her expression taking on a more serious tone as she looked over to the exit, where the mess that had been created previously were still visible.

"Isn't it obvious? We love getting scared! It's so fun!" Pinkie giggled before she locked eyes with ChamAlien, startling him.

‘How did she...’

"Speaking of fun, who's that over there? Is he new?!" She gasped as she quickly put her hooves to her head in an overdramatic way.

"Oh no! I don't have my party throwing equipment ready! It's been ages since–" She was quickly interrupted by Twilight, who used magic to force her muzzle shut.

"Calm down, Pinkie. He's our friend, Ben. And... Did you say you love getting scared?" Twilight asked curiously.

ChamAlien shook his head in disbelief and tapped the Ultimatrix symbol, reverting back to his normal form and crossing his arms across his chest. He had a few questions for the hyperactive mare himself, but whatever Twilight was planning took priority.

"Yeah, why?"








‘I have to give Twilight credit, she knows what she's doing.’ Ben had, once again, been told to sit by the sidelines as Twilight put her plan together. He didn't particularly like to be excluded so much, but he could understand it, considering that he himself couldn't find much of a way for him to do any good given the situation.

He watched from the tree line as a group of kids had deposited a bunch of candy near the base of a Nightmare Moon statue, which was actually just Luna, but using magic they'd made it so it appeared differently for anyone viewing it from the outside. He really needed to learn how to do that stuff with his alicorn transformation. Both because he just wanted to show off to Gwen and because it could prove to be really useful in a fight.

The plan went off without a hitch, the kids got scared when the disguised Luna began speaking and ran off screaming once she revealed herself in a completely different form than usual. He didn't recognize it, but it looked cool in his opinion. The armor really added to the overall look.

Ben had been a bit worried about being back at square one with the group of kids, but it faded away when one of the smaller ones had come up to Luna after a few seconds and conversed with her. He couldn't hear what was being said, but he definitely heard Luna start shouting in her incredibly loud voice, which forced him to cover his ears once again and gave him minor flashbacks to when he was thrown against a bookshelf by the very same force.

In the end, they returned to the town with Ben in tow in his pegasus form. The festivities resumed and went on for the better part of another hour before eventually dying down. He, Luna, Twilight, and Spike returned to the library afterward once everyone had begun to turn in for the night, and they were now currently in the main room, with Ben now back in his human form.

"Man, what a night," Ben said to himself out loud as he leaned against one of the bookshelves, reflecting on everything. His mind was still lingering on Diagon and the possible ongoing events back on Earth. He hoped they had somehow managed to beat the demon, but he was unsure if they could alone. The situation was dire even before he had tried to fight them, he didn't dare to think how bad things could be doing now, hours later.

"Ugh... Tell me about it, I think I ate too much candy again," Spike grunted from his chair as he held his stomach.

"I told you not to, but I recall you saying, and I quote 'That's future me's problem! Present me wants candy.' end quote," Twilight replied with a smug look on her face as she read over a scroll she had in her magic, to which Spike just replied with a glare.

Luna seemed to be doing... something, as she had her eyes closed and her horn was glowing in her gentle blue aura. Ben was about to ask before she suddenly opened them and glanced around the room, her eyes eventually landing on Ben.

"Ben Tennyson, we–" He held up his arm and shook his head.

"Just Ben," he casually said, which earned a slightly irritated glare from Twilight.

"...Ben, we'd like for thee to accompany us back to Canterlot," she finished. If she was bothered by him interrupting her, she didn't show it.

Ben blinked. Canterlot? That name sounded somewhat familiar. He guessed it was the capital of this place since the princess originally came to this town from there, but he still had a lot on his mind. Hell, he was actually considering going Alien X and begging Serena and Bellicus to send him back to Earth.

Twilight perked up at this and decided to throw her two cents in before Ben could formulate a proper response.

"Are you sure, Princess? I mean, there's just so much knowledge that he's bound to have! He claims to be an alien, and from what I've seen I'm inclined to believe him! So much that could be learned! Like their culture, their way of thinking, or their science! So many new things to learn and–" She was cut off by Spike, who had reached over and bonked her horn with a book, causing her to drop the scroll she had in her magic out of surprise.

"No, you don't! Last time you went on one of your sessions you ended up talking for hours!" He shivered and shook his head, his arms returning to his stomach.

Twilight shot him a glare as she picked the scroll back up and grumbled something Ben couldn't quite pick up.

Luna rolled her eyes as she turned her attention back to Ben. "As we were saying, we'd like for thee to accompany us so we can figure out thy situation. Thou art stranded here, correct? Perhaps we could help thee." Ben caught the slightest twitch of her right eye as she finished. While he was good at picking those kinds of things up, he was never good at deciphering what they meant. He still decided to proceed with a bit of caution. It never hurt to do so, right?

"Well..." He held up a hand to his chin and scratched it. On one hand, he'd barely met these ponies and he was already being taken to their leaders, Quite literally as he was currently talking with one. But on the other, he didn't really know how to get back to his Earth and having a bit of help never hurt.

"I guess I can come along, it's not like I have much to do here anyway." Ben nodded as he stood upright and straightened his jacket. Truth be told, there were likely things he could do to help around town, but right now his mind was focused on finding a way back to Earth.

"Splendid! Our chariot will be here at any moment now. If thou hath any belongings, thou should pack them now." Luna smiled. She seemed strangely enthusiastic that Ben decided to come along, but he decided to brush it off for now and replied with a shake of his head.

"All I got is the Ultimatrix and the clothes on my back, nothing more." He was sure he had a stick of gum in one of his pockets, but that probably wasn't very noteworthy to begin with.

"Hm. Follow us, we should wait for them outside. Farewell, Twilight Sparkle." Luna then nodded to Spike. "And farewell to thee too, Spike. We hope to hear from the two of ye soon."

Twilight smiled and gave a small wave. Spike replied with a wave of his own, but his arm quickly returned to his stomach once more.

"Oh man, this is gonna suck..." He grimaced as he held his stomach. It looked like the little guy was probably not doing to be feeling so well in the coming hours.

"I'll be sure to send letters! I'm eager to learn more about both you and Ben!" She nodded over to Ben, who responded with a thumbs up as he walked over to the Princess.

"If I can find a way back, I'll make sure to keep in contact and send you some stuff from my world." Twilight's expression brightened at that, which resulted in a small smile forming on Ben's face. Did these ponies learn how to weaponize cuteness? Because could they easily take over the universe if they did.

With that, Luna began to trot towards the door with Ben in tow. He could only hope that they knew how to help him because he didn't have a lot of options on the table. And if he was stuck here for the foreseeable future...


He wasn't sure what would become of his home universe.