> Equestrian Omni-hero
>  by Blaze-saber
> --------------------------------------------------------------------------

> Chapter 1: Along Came Ten
> --------------------------------------------------------------------------

Space. They say it's the final frontier. In fact, there is so much of the universe that we don't know yet that we question whether or not there might be any other living beings out there.

One day is all it will take for that question to finally be answered.

Flying through space were two spaceships that are currently engaged in firing at each other. Neither one seemed to be letting up on the ammo. The smaller spaceship took a hit on its wing before it fired a blast back at the bigger one.

Inside the bigger ship are a few robots that are black and orange while an alien with a tentacle squid head felt the rumbling as one of the robots checked the readings on the monitors. "Hall damage 20%, but Weapons Systems are still operational." The robot told the alien in the chair.

"I've come too far to be denied!" The alien spoke in a deep voice that would send shivers down your spine. "The Omnitrix will be mine, and there's not a being in the universe that dares stand in my way!" He slammed his fist on the arm of his chair as his ship continued to chase down the smaller one for this 'Omnitrix'.





In the magical land of Equestria on a train, a colt with a green coat, light green eyes, and a light brown mane and tail with a saddlebag sitting next to him on the seat was looking out the window and saw Ponyville coming into view. "So that's where cousin Flash was transferred?" The colt asked himself as the train was coming to Ponyville station.

The ponies who wanted to come to Ponyville got off the train, including the colt who looked around for somepony. He soon spotted a yellow pegasus with dark blue mane, tail, and eyes. "Hey Helix Watch!" The pegasus called out to colt before he walked over and gave him a hug. "How's my favorite cousin doing?"

"I'm your only cousin, Flash." Helix corrected. "So, how have you been since coming here?"

"It's great here." Flash answered. "It's much more exciting here than in the Crystal Empire. Plus me and Twilight have been going out and she's awesome. She and her friends had started a school to help spread friendship around more. Speaking of which, six of their students signed up for this summer activity they came up with."

"Cool, can't wait to meet them." Helix said before they started to walked to Twilight's Castle. As they did, Helix noticed a look on Flash's face that tells him he knows something. "I guess you know what happened after school?"

"It was kind of you to do something like that, but you could have just gotten somepony instead of trying to fight them yourself." Flash told him. "I know it's been rough when your parents disappeared."

"I know, but I was only trying to help." Helix explained. "JT and Cash were picking on somepony and I only told them to back off. I didn't expect them to tie up both of our tails and left us hanging upside down."

"I get it, but if you want to play hero you got to make sure you back it up." Flash told him just as they arrived at the castle. Twilight and her friends had just walked out through the front door and saw the two. "Hey girls, hey Twilight."

"Hey Flash." Twilight said before she saw Helix. "And this must be your cousin you told us about."

"Nice to meet you, your highness." Helix said just as the Young Six came over. "Are those the students you told me about?"

"Yeah." Flash told him. "Helix, meet Gallus, Sandbar, Ocellus, Yona, Smolder, and Sliverstream."

"Sup?" Gallus said as he shook Helix's hoof.

"So, are you all almost ready for our road trip?" Twilight asked.

"Almost." Sliverstream told her. "This is so exciting to travel around Equestria and everything!"

"Okay, y'all finish packing and tomorrow we'll head out." Applejack told before she turn to Helix. "And you're more than welcome to join us."

"I was going to ask if I could anyway." Helix said. "Hope this will more exciting than summer school."





Back in space, as the two spaceships were coming close to planet where Equestria is, the larger ship managed to destroy the back part of the smaller ship. "The repulsion systems have been destroyed." The robot told the alien.

"Prepare to board!" The alien commanded. "I want the Omnitrix now." The smaller ship had given one last blast towards the bridge of the ship and severely injured the alien. The larger ship then gave a powerful blast that destroyed the entire scholarship as the head of it was launched forward. Something from the ship then came out and it looked like a missile before it broke apart and a round pod was heading straight towards Equestria.





It has already became night as each of the Young Six were almost done packing for their road trip across Equestria with the Mane Six, Flash, and his cousin Helix. Helix was feeling a bit uneasy as each of the Young Six had asked about his parents and he told them that the disappeared when he was young and his grandfather was looking after him.

Helix used to spend his time with Flash when ever they visit each other, but now Flash is spending most of his time with Twilight. He told Flash that he is going out for a walk to help clear his mind and let out some steam. He was so deep and lost in his own thoughts that he wandered into the Everfree Forest. Helix kicked a pebble depressed. "This was supposed to be me and Flash, but instead if was everyone else." He said. He had nothing against other species, but he was hoping it would just be him and Flash. As he found a spot to sit he noticed something coming at him from the sky.

He then looked up and saw something enter the atmosphere. "Whoa, a shooting star." Helix said when he saw it. The the object then made a sharp right turn and coming straight towards him. He looked at the object with wide eyes before he ran away before the object could crush him as said object crashed into the ground.

Helix gave out a cough from the smoke before he got up and walked over to the crater where he saw something inside of it. "What is that, a meteorite or something?" He said as the object stop glowing from falling from the atmosphere and revealed to be the pod that was coming down. The ground beneath Helix then fell apart, causing him to fall into the crater.

Once he got up and dusted himself off, but then split open and something inside glowed green. And look to be a green watch with a square black faceplate and two glowing buns in the shape of arrows causing it to look like an hourglass symbol. "A watch? What's a watch doing it outer space?" He asked before he thought that the watch looked kind of cool before he reached in with his left hoof to grab it.

The center of the watch then opened up before it became liquid and jumped right onto his hoof and latched on to his hoof which freaked him out. "Get off me! Get off, get off!" Helix shouted as he was waving his hoof around to get the watch off before he started to pull on it with little to no effect. He then climbed out of the crater and ran off to find something to pry the watch off him.





"Helix been gone awhile." Flash said with a worried look on his face. "I wonder what's taking him so long."

"I'm sure he can't get into too much trouble around here." Twilight assured him. "And if he's not back for another hour, we'll go out and look for him."





Helix had a stick in his mouth as he was trying to pry the watch off his hoof, only for it to break in half. He spit out the stick and groan in annoyance as he couldn't get it off. He then looked at the watch again and wondered if the two buttons on the watch will make it come off. He pressed the two buttons and instead of making the watch come off, a hologram ring popped up and surprised him.

The top of the ring split open and it showed a few faces of unfamiliar creatures while one was in the center of a highlighted square where it looked to be a flaming head. "Cool." Helix commented before pressing the buttons again and the faceplate of the watch moved back and a ring with an hourglass symbol popped up.

He then placed a hook on top of the ring before slowly pushing it down. A bright green light then covered his body as he watched in horror as the watch sank into jis forehoof, which was being coated in dark red rocks which quickly spread across his entire body. The rocks on his forehooves shifted into what seemed to be claws, or possibly fingers. His hind legs shifted as well, becoming longer legs and feet which had two pointy ends on the front. His mane and tail were engulfed in flames, magma flowing between the cracks of the rocks that covered his body. His muzzle caved in, nose seemingly vanishing, before his eyes were filled with fire.

The green light surrounding Helix vanished, leaving the formally colt to look at what had happened to his body. He quickly noticed a rather interesting factor which caused him to scream. "AAAHH!! I'M ON FIRE!! I'M ON FIRE!!" He shouted in completely different voice as he stopped, drop, and rolled to try and put himself out, only to leave scorch marks on the ground.

Helix quickly got up and looked himself over again before realizing he didn't feel any pain from the fire all over him. "Hey, I'm on fire and I'm okay." He said to himself. "Check it out. I'm totally hot." He gave a chuckle at his own joke before he turned his attention to a tree behind him. "Okay. Alright, here it goes." He pointed his newly finger at the tree in a small fireball shot out and destroyed a piece of it. "Now that's what I'm talking about." He said as he was amazed by what he just did. He then put his hands together and created a larger fireball in the palms of them. "Liking it."

Helix Unleashed a huge fire that struck a tree and flames started to spread. "Wait, stop!" He shouted as it started to become a forest fire. He started to Stomp the ground with his foot as a means to put out the flames, only to make them grow bigger. "Oh no, I'm going to be in so much trouble for this."





Meanwhile, the Young Six had meet the Mane Six and Flash to help go look for Helix before they saw smoke coming from the Everfree Forest. "What's going on there?" Smolder asked when they the smoke.

"A forest fire!" Flash exclaim before he looked towards Rainbow Dash. "Rainbow, go and find a rain cloud while the rest of us heads in there with fire extinguishers."

"On it!" Rainbow shouted before she flew off to find one while the others grabbed a few fire extinguishers and headed off to put out as much of the flames as they can. They had to split up as to cover more ground as Ocellus and Smolder were working together to put out a few of the flames.

So far was going great before they heard someone talk when Smolder used her fire extinguisher around. "Hey!" They saw will look to be a creature mean a fire turn and looked at them before they both let out a scream of terror. "Look I know I look weird, but there's no reason for you to scream--" Smolder then swung her fire extinguisher in the face of the fire creature and knocked him back a few feet.

Ocellus then sprayed the creature with her fire extinguisher as its flings on its head died down before it lit up again. "Whatever you are, we suggest you stay down." She told the fire creature as she and smolder pointed their fire extinguishers at it.

"I bet that thing is what did this!" Smolder said as the fire creature stood up.

"Hey, I didn't mean to cause this!" The creature told the two. "Besides, I don't think my cousin Flash would appreciate you hitting me with those things." When he mentioned Flash as his cousin, the two realized who this fire creature really is.

"Helix, is that you?" Ocellus asked in shock.

"What the heck happened to you?" Smolder added.

"Well, when I was walking a meteor fell from the sky and almost crushed me." Helix started to explain. "Only it wasn't a meteor, more like a strange pod thing. But this cool watch thing jumped onto my hoof, and when I trying to get it off, I was suddenly on fire! Only didn't hurt and I accidentally started this forest fire!"

"Smolder! Ocellus!" Twilight called out as she and the others ran to them. "We heard you both screaming!"

"Are you two alrigh--" Flash was going to ask before he noticed the fiery creature in front of them. "What in Equestria?"

"What is that thing?!" Gallus asked when they saw it.

"Not thing, somepony." Ocellus corrected.

"It's me Flash!" Helix told him.

"Helix?!" Flash asked in shock. "What happened to you?!"

"Well, when I was walking a meteor--"

"Hey to cut this short, but y'all remember there's a forest fire burning out of control?!" Applejack reminded them.

"What do we do?" Sandbar asked as Twilight looked around and an idea came to her before she looked at Helix.

"Backfire." She said. "Start a new fire and let it burn into the old fire. They'll snuff each other out. Think you can do it Helix?"

"Shooting flames? I can definitely do." Helix said with a smile on his face before he went off deeper into the forest while the others ran out. Once he was far enough from the old fire, he concentrated and unleashed another wave of flames to start a new fire just as Twilight told him to. After some time, both flames snuff each other out and the Everfree Forest was saved from the wildfire.





Back in outer space as the larger ship orbits the planet, a droid stood in front of a large cylinder before the alien that was severely injured was pulled up into it and most of his body have been destroyed. Both his legs and his left arm were completely gone while a breathing mask was on his face. "What do you mean it's not there?!" The alien wheezed out to the droid. "This battle nearly cost me my life... and you say the Omnitrix is no longer on both a transport?!"

"Sensors indicate that a probe was just lunched from the transport just before boarding." The droid told him. "Landed on the planet below."

"No one will have the Omnitrix but me..." The alien wheezed before he looked at a large shadowy figure. "Go... retrieve it for me..."





Meanwhile, the group decided to set up little camp outside of town as to not draw attention to Helix the way he is now. "So after this watch fell from the sky, you decided to put it on?" Twilight asked as Gallus tossed him a marshmallow.

"No, it jumped onto my hoof." Helix corrected her as he was roasting the marshmallow just by holding it. "I swear, I didn't mean to do any of this." He said before eating the marshmallow.

"It's okay, I believe you Helix." Flash told him as Rainbow was hovering above them with the cloud she brought to put out the fire.

"So do you think his going stay a monster forever?" Rainbow asked.

"I don't he's monster." Twilight remarked. "To be honest, I have no idea what he is right now. I never seen anything like this any of the books I've read."

"Well whatever I am, I don't want to be like this forever." Helix told them. "How am I supposed to play little league this fall if I charcoal the ball and they catch a pop fly?"

"Don't worry Helix, we'll figure something out." Flash assured him before they all heard beeping coming from Helix. Helix stood up and looked down at his chest where the hourglass symbol sits and sees it beeping and it turned from green to red. The group was then blinded by a bright red light that covered Helix and when it died down, he was back to his normal self.

"Ah, I'm me again!" Helix said when he looked at himself.

"I kinda like him cooking our marshmallows to perfection." Pinkie whisper to Rarity as Helix tried to get the watch off his hoof again.

"I still can't get this thing off." He grunted before Flash stopped him.

"Best not to fool around it until you know what it is." He told Helix.

"He's right. Right me, Flash, and the girls will check out that crash site." Twilight told her students and Helix. "The rest of you stay at the school and wait for us to come back."





As they waited for them to get back, Helix was in the library and was checking out the watch on his hook. "I wonder what this does." He said to himself before he looked around to see if anyone was there before Smolder grab him by the shoulder from behind and startled him.

"Caught you!" Smolder exclaim as the others came in.

"Don't sneak up on me like that." Helix told her before he went back to pressing the buttons on the watch.

"Didn't Flash tell you not to mess with that thing?" Ocellus asked him.

"I'm just curious about what else this thing can do." Helix told them.

"Still, isn't green pony worry about turning back into that fire monster?" Yona asked.

"Well, maybe a little." Helix admitted as he continued to fool around with the watch.

"But I'm curious as to what it felt like while you were that thing." Sandbar spoke up.

"It freaked me out at first." Helix told them. "It was like I was still me, but it was also like I was someone else at the same time." He pressed the two buttons on the faceplate again before the hologram ring popped up again. "Hey I think I figured out how I did it before." He then placed his hoof on the faceplate and started to swipe it to make the dial move to a different face after a couple of swipes.

"Wait, you're not gonna--" Gallus was going to ask before Helix pressed the two buttons again and as the hourglass symbol popped up when the faceplate went back, he quickly slammed it down and he was covered in a bright green light. The watch seemed to go into his hoof as it mutated before it traveled up his arm and went up to his eyes as three fingers formed on the tips of his hooves. He closed them before he quickly opened them and they glowed green before another set of eyes formed underneath the first pair. His green coat turned dark blue as his pony tail turned into a monkey tail while his face turned into a monkey face with the hourglass symbol on his chest. Once the light died down, the young six got a good look at Helix as what he is now.

"You're...a monkey with four eyes and arms?" Sandbar asked as Helix started to make some monkey sounds.

"I know....eek...eek...I know. It's cool!" Helix said in a bit of a high-pitched voice before he started to jump on the bookshelves. "And it looks like I some spring in my steps!"

"Better Change back before your cousin and the others return." Gallus said.

''Why so worried?" Asked Sandbar.

''Cause not only will he get busted but chances are we will too for letting it happen.'' Smolder pointed out.

''Good point.'' Sandbar comment.

"Oh come on!" Helix shouted as he flipped over to another bookshelf. "I'm just starting to have fun with this! And besides, I don't even know how to change back." As he leaned forward on the bookshelf, it started to tip over. He quickly jumped off it and stick to the wall before shooting a string of web towards the bookshelf keeping it from falling.

"Whoa, you just shoot webs from your tail and you're sticking to the wall!" Silverstream pointing it out in amazement.

"Yeah! Ah! Ah! I'm like a Spidermonkey!" Helix exclaimed before he jumped to a window and open it up. "I want to see what else I can do!"

"Wait!" Ocellus called out as Helix already was on his way to the Everfree Forest. "Okay, this is officially the weirdest day of our lives."





Helix was swing through the trees of the forest as he was having fun with this form and everything. He grabbed hold of a branch of a tree and flipped over to land on top of it. "This is awesome!" He exclaimed. "I bet this watch can turn me into something--" His sentence was cut off when a blast nearly hit him and destroyed the branch. He looked to see a drone in the shape of a flying disc like towards him shooting lasers from its arms.

"Whoa, what is that?!" He asked as he continued to swing through the trees and dodged the laser blast coming at him. Helix then managed to shoot a web from his tail and block the drone's vision and get on top of it to make it fly out of control. He then spotted a large boulder nearby and got an idea as he shot another string a web towards the boulder and made the drone fly into it before he jumped off and the drone was destroyed.

"Ha! Not so tough!" He said before the hourglass symbol on his chest started beeping and turned red before his body was enveloped in a bright red light and he transformed back. "Huh, guess I will just walk back then." Just when he was about to leave, another robot drone was in front of him and was ready to shoot him. "Oh no, not good."

Just before the drone could even shoot him, Smolder shot flames at the robot as Yona through a large boulder at it and crushed it. "Are you okay?" Ocellus asked as she and the others went up to him.

"Yeah, luckily you guys showed up before that thing could do anything to me." He told them.





They soon came back to the school where Flash was a little disappointed he disobeyed him. Plus all they could find of the pod from the crash site was a small shard of it, like something destroyed it. "I was worried he might get popular with that thing on your hoof." Flash told Helix. "That's why I told you not to mess with that thing until we know what the heck it is."

"I'm sorry Flash, but I think I finally figured out how to make it work." Helix told them. "All you do is press the two buttons on the top and when the hologram ring pops up, just scroll through the different faces of the guy you want to be. Push the buttons again to make the faceplate go back and when the ring underneath pops up, you slam it down and you transform into ten different powerful aliens."

"How do you know they're even aliens you turn into?" Fluttershy asked.

"It was a feeling I had." Helix answered. "I mean, have any of you seen a walking fire guy and a literal spider monkey around here. And I just wanted to figure out how it works so I can help others, I mean really help them."

"Well, if powerful device like that is stuck on your hoof, I guess we have no choice to help you learn how to use those alien powers." Twilight suggested just as Spike came in with a worried look on his face.

"Guys, we got trouble!" Spike shouted. "The whole town is being attacked by some sort of giant robot! Starlight and Trixie are already evacuating everypony, but that thing is destroying everything!"

"That sounds just like those things that attacked me in the forest." Helix spoke up before he looked at the watch. "They must be after this. Everypony is in trouble because of me! But maybe I can help them."

"What are you going to do?" Smolder asked before he gestured to the watch. "Oh right." Helix then pressed the two buttons on the faceplate and the hologram ring popped up again.

"Okay." He said as he started to scroll through the different forms. "Eenie, meenie, miney..." He then stopped when he spotted the alien he wanted to turn into. After he pressed the two buttons again and the faceplate went back and the ring popped up, he slammed it down and he was enveloped in a bright green light. Diamonds started to form from the watch and treble up his hoof as his hoof transformed into a claw. The diamonds then formed on his head and his eyes turned yellow while he stood on two legs and he is wearing a black suit with a yellow V stripe in the center and the hourglass symbol on his chest. Once the light died down, they all saw his new alien form he transformed into.

"Uh... if Ponyville isn't being attacked by a giant robot, I say that was the weirdest thing I've ever seen." Spike commented.

"I must say, after you stop that thing outside, you must let me look you over." Rarity said as she was bedazzled by this alien form.

"But what exactly can this guy do?" Rainbow asked.

"I don't know." Helix said when he looked at his new form. "But whatever it is, I bet it's going to be cool." He then clenched his fist before they all headed outside to see how big this robot is.





Outside, everypony in town was running for their lives from a giant 40-ft tall robot with red eyes, sharp claws with blasters on the end, and three legs. When the group saw the giant robot wrecking the place, they were shocked to see how big it is. "Wow Spike, when you giant robot, you meant it." Smolder commented.

"Yeah, it looks like mama robot is here to play." Helix said. "I'll get gearheads attention, the rest of you helped Starlight and Trixie get everypony to safety."

"You be careful, Helix." Flash told him before he and the others went to go help everypony in town. The robot noticed Mr.Rich getting his family out of danger before it picked him up.

"Put him down!" Helix shouted to get the robot's attention. "You want someone to pick on, try me on." In its eyes, it scanned him and highlighted the hourglass symbol on his chest. The robot dropped Mr.Rich as Rainbow quickly caught him before he could hit the ground and the robot blasted Helix back. Helix crashed into a construction site and the robot blasted again. From underneath the wreckage, a diamond might blade pierced through and Helix without unscathed. "Cool." He said when he saw his right arm turned into a blade.

He then charged at the robot and try to swipe at its legs, only for it to jump high in the air and dodge the attack before coming down and landing on top of them. "Uh oh, I think I'm in trouble." The robot picked him up after getting off him before throwing him into a fruit cart. He got up and saw the robot coming towards him. "Hey back up buddy!" He shouted as he thrusted his fist forward and projectile diamonds shot out and hit the robot's chest. "Awesome!"

He continued to fire diamond projectiles at the robot until it fired a laser beam at him and he tuck and roll to dodge it. After he dodged another blast from the robot, a third blast hit a tree and it was coming down and looked to be like it was going to fall on Smolder and Yona. He saw it coming down on them before he ran over and grew a sharp diamond that sliced the tree in the middle and saved them both. "So, we even?" He asked the two.

"Even." They both said in unison before the robot picked up Helix and grabbed his left arm. Helix could feel the robot trying to rip off his arm, so he decided to destroy the robots arm by slicing and dicing it. After having its claw destroyed, it hold out the one it is holding Helix in and blasted him towards another building. Helix got up from that blast and turned his arms into diamond blades and charged at the robot. The robot fired a laser beam at him before he quickly put up his arms and the laser beam got reflected off of it for a bit before he got pushed back.

After what just happened, it gave him an idea of how to beat it. He stood back up and glared up at the giant robot. "Come on big guy, give me everything you got!" He demanded as he pointed to his chest while the robot powered up for another blast.

"Get out of there!!" Flash called out before the robot fired a laser beam right at Helix. Helix quickly put up his hands and hold his ground as the laser beam was being hold by him.

"What comes around, goes around." Helix commented as he started to move his arms a bit. "Let's see if you like the taste of your own medicine, you oversized tin can!" The beam was then reflected off his diamond-like hands and he reflected it back at the robot which destroyed the top half before the bottom half fell down and exploded.

Everypony cheered for their savior and the destruction of the giant robot. "Way to go Hel--" Flash was about to praise before Twilight quickly covered his mouth as to not blow his secret.

"He was going to say...uh..." Twilight said as she tried to think of a name for what Helix is now.

"Diamondhead!!" Pinkie quickly shouted.

"Yeah, that's me! Diamondhead!" Helix called himself. "Now, I think I should be on my way." He quickly run somewhere so no one can seem transform back when the watch times out.





Back in outer space, as many robot drones were fixing the outside of the ship the Inland inside the tube heard about his 40 ft tall robot being defeated and destroyed. "Failure?! Unbelievable!" The alien wheezed out. "Whoever is possessing the Omnitrix and keeping me from my destiny...will soon hang on my trophy what."





The next morning thanks to Diamondhead, Ponyville will be able to rebuild anything that was destroyed when the giant robot attacked. Twilight, her friends, the Young Six, and Flash had all their things packed and ready to head out as they gathered around a special wagon Twilight made herself. She enchanted so that it may look small on the outside, but it's bigger on the inside so if it all of them and they can sleep in it. It's even able to move on its own by Twilight's command.

They were all helping one another get everything on board until Flash notices Helix wasn't around. "Hey, has anyone seen Helix?" He asked the others.

"I haven't seen him since breakfast." Spike told him before they heard a boom from the distance and they saw something coming their way. It soon came to a halt and when the dust cleared they saw it has black orbs on his feet, a black tail with five blue stripes, and bulky claws on his three fingers that can only open and close. He wears a black cone-like helmet with a protective visor over its face and has a green hourglass symbol on his chest.

"Helix?" Flash asked before the visor is lifted and they can see his blue face, green eyes, black lips, and stripes running under and in between his eyes.

"Yup." He answered. "Check this out you guys." The visor went back down before move so fast that he vanished before reappearing to grabbing one of the suitcases and and bring it into the wagon. They also how fast he was going as he was putting all their things inside the wagon in no time flat, it even impressed Rainbow Dash. "Pretty fast, huh?" He asked when he stopped right in front of them before the hourglass symbol beeped and turned red before he was enveloped in a red light and transformed back into Helix. "I think this is going to be one awesome summer."

"It's definitely going to be interesting." Twilight remarked as the others agreed as well.

"So, where did you go anyway?" Gallus asked him.

"I just had to take care of a couple of things before our road trip really got rolling." Helix told them before they wagon. Flash stopped Helix before raising a brow with a smirk.

"You went back to your own town and hang the two bullies upside down by their tails the way they did to you, didn't you?" Flash asked.

"Maybe." Helix remarked before Flash gave him a small noogie on the head and the two headed inside with the others to begin their road trip across Equestria.
> Chapter 2: A Hero of its Own Reward
> --------------------------------------------------------------------------

Many ponies have gathered outside of a burning building as they look on in worry. Inside the building, a young colt and his mother were trapped in a room with no way out. She kept her son away from the flames before a piece of wood nearly fell on them. They looked up and saw the ceiling was about to collapse. It soon came down as she hugged her son tight, only for them not to feel the impact of the following ceiling. They opened their eyes and saw a red metallic figure with an hourglass symbol on his chest holding up the ceiling. He has two containers filled with water on his head and has black mask-like markings around his green eyes. He has two tubes of water reaching from a respirator where his mouth should be to his back, and his forearms are filled with water. He has black three-fingered hands and two black toes on each foot.

"Who and what are you?" The colt asked the red figure in awe.

"I'm here to help." He replied before he tossed the ceiling away and aimed his arms right at the fire. Water was then blasted at the ends of his wrist as he began to put out the fire in the room. He then looked back at the colt and his mother for a gesture to follow him. They reluctantly did so as they followed him out of the room while he put out more flames along the way. "Quick, this way!" He called out while going to the stairs but they collapsed before they could even go down them. "Uh… on second thought, that way!"

They turned to the window as the metallic figure fired a water blast, busting the window open as a water tornado spinner as the crowd watched as the red figure, the mother, and the colt appeared around them as they looked in awed. “I’m sure you all want to thank me personally but really it’s all in a day's work for Overflow, your friendly neighborhood alien her--” He trailed off when he saw something the colt was holding. “No way, is that a gold Celestial Knight trading card?! Where'd you get it?! I've been searching all over for one of those!"

“Something I managed to save in the fire,” The colt answered as he turned and showed it to him. “It was a prize I got from Celestial Knight cereal."

"Overflow!" Twilight called out as she and the others were in the carriage. "The fire was only just a diversion to cover up a bank robbery! The bad guys are getting away!"

Overflow looked around as he looked at the colt with the cards before turning back to Twilight. “Uh, I knew that,” He said as he quickly got onto the carriage.





On the road, some stallions wearing ski masks were riding on their own carriage at high speed before they saw a carriage behind them. Twilight is still steering the carriage before she turns to Overflow. “Good thing you’re not Heatblast, or you would’ve burned the carriage down.” She mentioned.

"Well, not exactly my fault he's hot, although Heatblast is what I was going for." Overflow complained. “Sometimes this watch is hard to figure out.”

“You think the thing called fighting fire with fire isn’t always better." Flash told his cousin. "But Overflow is a better choice to put out the fire."

"Yeah, you got ten alien heroes in that watch of yours and you would rather be the one with a flaming butt?" Smolder questioned him.

"Jealous." Overflow muttered, causing Smolder to let out a grunt before she breathed flames on the seat he was sitting in.

“Hey! No fighting!” Twilight scolded as Overflow quickly put out the flames of his seat. They continued to chase after ther obbers as Overflow quickly aimed his water blasters and shot straight at them, causing the carriage to slid and trip.

“Strike!” Overflow exclaimed as the carriage steered out of control as the robbers screamed and crashed into the wall as they groaned before Overflow came up to them. “Unless you punks want to get completely drowned or soaked so much you’ll drip for weeks, hooves against the wall.” He ordered as the robbers nodded as they got out of their carriage and put their hooves against the walls as the watch symbol started beeping red. “You punks picked the wrong day to be bad…” He said before a bright flash appeared. “Stallions.”

One of the stallions was confused as to why the alien suddenly sounded young before he turned around and saw Helix in its place. "Hey, it's just a colt! Get the bits!" He told his partner before Helix noticed he was back to normal and saw that the watch had timed out.

“Wow. Time sure flies when you’re having fun.” Helix said with a nervous smile. “I-I’ve decided to let you guys off with a warning this time.” He said as he was about to walk off, but some officers came in front of them. “Whoa!”

“Freeze!” A unicorn officer exclaimed while aiming his horn at the two thugs.

“They’re all yours, officers,” Helix said as the robbers looked nervous. “Now, I know y’all want to thank me, but--”

“Step aside, son. This isn’t playtime,” The officer said firmly as he grabbed one of the thugs.

"Play time? But I'm the one who captured them." Helix told the officers as they dragged the thugs away. "No fair, I'm the hero! Aw man…"

"Hey, at least you caught the bad guys." Sandbar mentioned while patting Helix's back. "That's a win at least."

"And we all agreed to keep your powers a secret.” Applejack reminded him.

"Plus, I've been working on a little superhero costume for you just in case you time out in the middle of a crowd." Rarity mentioned.

“I know, but sometimes I wish to get some recognition.” Helix said sadly. “I mean, you ponies are heroes in public. It’s just not fair,” He muttered.

“Hey, come on, Helix,” Flash said while placing a hoof on his shoulder. “Give it time. We agree to keep your hero thing a secret so that nothing bad happens to you. So be glad you did some good here.” He said before Helix looked down in thought.





In a rundown apartment, a landlord knocked on the door. “Yo, Test! I know you’re in there! Open up!” He demanded but got no response. The stallion then used his pass key to open the door and enter the place and saw many critters and animals in cages as he walked around and smell the air as he cringed in disgust. “Phew. Smells like a zoo in here,” He muttered as a shadow figure appeared behind him as he looked at a frog hopped in its cage before he turned and screamed as he took a breath, revealing just Test, who is a pale unicorn stallion with gray mane and tail while wearing rags.

“How did you get in?!” Test questioned.

“Pass key,” The landlord answered while fixing his tie. “I am still your landlord, remember? Maybe since your rent is months past due."

"All of my funds go into all of my research." Test told his landlord before gesturing to the door. "Now get out! You're disturbing me and my research!"

"Heh, looks like you were disturbed long before I got here, pal." The landlord said before he looked at Test. "Now listen here, you and all of your animal friends will be out in the street if you don't pony up the bits."

“Pony up,” Test said with an amusing smirk before he picked up the frog. “Interesting choice of phrases. You must be an animal lover like that pony of the Element of Kindness. Then you’re gonna love this.” He started as he put the frog down and picked up a helmet with two horns sticking out.

The landlord then laughed when he saw it. “What’s that? Are you a member of the moose lodge or something? Ha-ha!” He laughed.

“This is my transmodulator." Test told him. “Phase number one, it can mutate animals at the genetic level to evolve them to their fullest potential. Observe." He turned the knob on his chest before the horns on the helmet lit up red and zapped the frog on the floor.

The frog then grew bigger and had multiple eyes all over it’s body with two horns as the landlord screamed in fright before the mutated frog ate him and the landlord moved around in it’s mouth as Test watched in amusement.

“I’m sorry. I can’t hear you. Sounds like you have a frog in your throat,” Test mocked with a smirk. “Or is that the other way around!?” He laughed in amusement before the mutated frog spits out the landlord, which covered him in frog mucus before he lost consciousness. Test then held up a small piece of paper with a glare. "I'm so close to having what is rightfully mine, and for those to finally see my potential. All I need is a few lousy components to finish my work to bring it up to phase two!"

“So whatever your needs are, from manespray to state-of-the-art electronics you’ll find them under one roof at the grand opening of the district’s new Megamart!” A TV program got his attention which gave him a menacing grin.

"Ah, just what the doctor ordered.” He said to himself before looking at the mutated frog. “Looks like we're going shopping, my pet."





At the Megamart, the group decided to stock up on supplies as they were going through the aisles to get everything on the list. Helix stopped and found the cereal aisle before raising down and saw the box he was looking for. "The Celestial Knight cereal, with free Celestial Knight cards inside." He said to himself before a grin appeared on his face with an idea.

Meanwhile, Twilight levitated a few cans of beans into the shopping cart before checking it off the list. "Okay, next up is some marshmallows for camping, a few lanterns just in case we go spelunking in caves… am I forgetting anything?" She asked the others.

“Un, no offense, Twilight, but can you at least not go overboard with trying to make this the best road trip by planning or scheduling for once?” Rainbow questioned with a brow.

"It never hurts to be prepared for anything, Dash." Applejack told her as she came with a cart with some apples and other vegetables. "Now where do y'all think they have them fancy honey around here? Because my cousin said she came up with a very delicious recipe for apple fritters and it needs honey."

As the group continued on, Gallus noticed that Helix wasn't with them. "Hey guys, have you seen Helix around?" He asked his friends before they heard a familiar noise, a noise that can only be made by a certain watch.

“I think we know where he might be,” Sandbar said as they all went into the cereal aisle and saw many cereals either titled or opened as they gasped in surprise.

"Whoa, what do you think he's doing here?" Ocellus asked as they went down the aisle before they noticed a cereal box moving around.

"Oh man, not another black card." They heard a high-pitched voice complaint inside the box.

Smolder gave a brow before he reached into the box and grabbed something. “Got you.” She said as he pulled out Helix, who is a small alien-like amphibian frog with a green suit and a black line down the middle of it. “What are you doing as Greymatter? And why are you searching through these boxes?” She questioned firmly.

“Uh, looking for the gold Celestial Knight card. Duh!” Greymatter responded.

"What's a Celestial Knight?" Yona asked as she tilted her head.

"Only the greatest show ever to be shown on TV!" Greymatter told her. "I don't want to get into details about it, but I have almost all the trading cards except for the gold one. I got a tip from the kid I saved from that burning building that I can get one out of one of these cereal boxes."

"But you're supposed to be using your power to help others, not to be looking for some trading card." Silverstream reminded him as Greymatter rusted his head on his hand while giving a bored look.

Just then, a employee came in with a firm look as he cleared his throat, which made the Young Six turned to them as Smolder quickly hid Greymatter behind her back. “Just what do you all think you’re doing, children?” He questioned.

“Before you go ahead and say anything, we have nothing to do with this,” Gallus quickly said in defense about the messy aisle.

“Yeah, it was like this when we got here!” Smolder added.

“Well, somecreature is gong to have to pay for all this,” The employer said with a firm look, which made the Young Six frowned and growled.

Back with the Mane Six and Flash, they saw a cart full of cereal as Flash raised a brow. “So, why are we buying all this cereal?” He questioned the Young Six.

“Well, we would have only had to buy the one that I found the gold Celestal Knight card in if these guys hadn’t butted inwith their big noses!” Helix retorted while giving a glare at the Young Six.

"Uh hello, you're trashing the whole cereal aisle just to look for a stupid piece of cardboard." Smolder retorted.

"Look Helix, we get how much this card means to you but don't you think you're becoming a little obsessed with it?"” Twilight asked in concern.

"Okay, maybe I don't deserve a gold Celestial Knight card. I mean it's not like I rescued a bunch of ponies from a burning building or something like that!" Helix reminded them.

“Playing the superhero guilt?” Smolder asked with a brow. "That's pretty low."

"Hey, whatever it takes." He said with a shrug.

“On the bright side, we got all the cereal for the whole summer!" Pinkie Pie cheered as they continued on.

“Way to find the brightside, Pinkie.” Rarity said dully as they walked off before Helix saw something behind his eye.

“Whoa!” He called with wide eyes as he saw a Celestial Knight card stand. “Celestial Knight cards. A complete set!” He said in excitement as he walked up to the stand and saw the Celestial Knight cards, including one that he wants so badly.

"Um, do you mind if we go to the pet department?" Fluttershy asked the others. "I need to pick up some food for my animal friends in my Animal Sanctuary to send back."

"Of course, Fluttershy." Twilight replied with a smile before she looked at Ocellus. "Keep an eye on Helix just in case."

“Okay, but with that watch of his, it will be hard,” Ocellus said to them.

“He timed out, so he won’t be trouble.” Flash assured as they walked off. “Just make sure he doesn’t wreck anything else in the store.”

“Okay.” Ocellus said as she then walked up to Helix, who is still looking at the golden card.

“Someday, you’ll be all mine,” Helix said while still looking at the card.

“You’re that obsessed with that card, aren’t you?” Ocellus asked in wonder.

“Hey, I’m a huge Celestial Knight fan, Ocellus. I can’t help it I love these things,” Helix said in defense before the entire room shook and they turned and saw the television fritzing out and people are screaming.

“Uh, Helix, what’s going on?” Ocellus asked nervously.

“I don’t know.” Helix honestly said before they quickly duck behind a counter as the TV stand broke off, making the two look and see the mutant frog with Test riding it. “Whoa!”

"What is that?" Ocellus asked before Test got off the mutant frog with a large saddle bag before he went over to electronics to put them in. Helix had a determined look before he got up and glared at Test.

"Hey, what do you think you're doing?!" He called out to get his attention.

The mutant frog saw him as it sticked it tounge out. “Helix, look out!” Ocellus yelled as she pushed Helix aside as the tounge hit the boxes and it fell over them as they got out as Test walked up to them.

“Don’t be heroes, kids,” Test warned. “Just run along and play.” He added as Helix looked at his watch, but saw that it was still timed out from his cereal search.

"You're so lucky I can't go hero." He muttered before Test got back on his mutant frog.

“You’re regretting on using your watch earlier?” Ocellus muttered quietly.

“Yep. Should’ve thought this through.” Helix added as the security of the store came rushing by.

“Freeze!” One them yelled as the muntatn frog turned to them, which startled them.

“Get down off that giant… frog…” The second security stuttered as Test smirked down at them. “Put your hooves up!" The mutant frog then leaped over them and started going through the mall. "Uh, we got a grab and dash in electronics! Male, unicorn, gray, riding on a giant frog… or a toad! The second security guard spoke in his walkie-talkie. "Trust me you can't miss him!"

“He's heading for the Pet Department!" Ocellus called out before she and Helix chased after him.





At the Pet Department, the Mane Six, the rest of the Young Six, and Flash are looking around the pet section while Fluttershy looked at a hamster in a cage. “Oh, aren’t you the cutest thing,” She said with a cute tone.

“Fluttershy, you and your animal loving instincts.” Rainbow said in amusement, but then Test and the mutant frog came from behind them as they all gasped. “What in the name of Celestia!?” Test then fired up his machine and fired a red laser at the hamster when Rainbow pushed Fluttershy out of the way. They all then washed in horror as the hamster was getting mutated with three extra eyes and sharp teeth while it was growing out of its cage. “Okay, that’s just wrong!” She yelled.

Test wasn't done as he used his machine again and mutated a parakeet in a cage. It grew to giant size as it let out an ear piercing screech. "Arise to your full potential, my pets!" Test declared.

"Wh-What have you done to them?!" Fluttershy question in concern for the animals he mutated.

“I have made them better, my dear mare!” Test exclaimed with a maniacal laugh. "And know you'll try and stop me, so get them my pets!"

As Helix and Ocellus rushed up to them and saw the chaos when the Mane Six, the rest of the young six and Flash ran out of the department with the new hamster on their tail. “Oh man. What kind of pet food are they selling around here?” Helix asked in shock as they regrouped with the others.

“Behold the genius of Dr. Test!” Test exclaimed as his mutant animals came to his side. “Nothing can stop me from getting what I deserve. Mark my words! Today, I will make history… or should I say… prehistory?” He taunted.

"If you didn't go cereal diving, one of those aliens would be saving us from being hamster chow by now!" Smolder whispered harshly to Helix as the watch was still recharging.

“Can we not argue about it now?” Applejack questioned as she and the Mane Six and Flash stood in front of the younger group. “Because right now, we have a hideous varment to deal with.” She stated as the muntant hamster screech at them.

“I think you made him angrier.” Fluttershy said nervously as they all screamed and ran offas the mutant hamster followed them. They screamed before Helix duck and cover and saw his friends cornered as he looked and saw the watch still recharging before he saw something close by as he got an idea.

“I don’t need to go hero to stop an overgrown fur ball,” Helix said with a smile as he saw a scooter and puts on a helmet before throwing a ball at the hamster, gaining his attention as he took off with the hamster following him.

“Helix!” Flash cried out in concern for his cousin.

Helix zoomed across the store with the mutant hamster following as he dodge a strike from it, which the creature hits a shelf as it is titled. Helix jumped over it while avoiding a bite as he titled another shelve, causing the mutant hamster to get trapped.

"Hilex!” The others called out before they saw the hamster trapped under the shelves.

"Oh yeah, that's right, not even mutant hamsters can mess with Helix Watch!" He bragged before they felt rumbling and saw Test riding on his new frog behind them.

"Young fool, you cannot stop me!" Test declared. "Soon I will bring the Dark Ages back into the New Age!" He then jumped off of the frog and onto the mutant bird as it flew through the ceiling with the frog leaping behind it.

The employer and two security guards came to them. “You saved the store,” The employer said to Helix with a smile. “If there’s anything I can do to repay you… Anything you want, it's free with no charge!” After hearing that last part, he looked over at the Celestial Knight cards and gave a grin at what he had in mind.

"Well… now that you've mentioned it." Helix started before Flash picked him up and started to walk out. "Flash, I was finally going to score the gold Celestial Knight card!"

Flash put him down. “No time for that now, Helix. We have a giant parrot and a giant frog to follow.” He said as he walked off as the others followed as Smolder chuckled at Helix from that as he frowned.

“Yeah. When the world isn’t endangered, I can’t even get at least one good prize,” Helix grumbled with a frown as he followed the others.





The group went back to the carriage as Rainbow Dash was in the sky following the parrot Test was riding on. "Okay, now remember Dash, don't follow too close to it or you might get hurt! Twilight called out from the carriage.

“I know, I know.” Rainbow answered. “I may like a fight, but I’m not that crazy,” She stated.

"You know, this is way more exciting than I thought I was going to be.” Flash mentioned as he smiled at Twilight.

“Not exactly how I planned our trip, but, this is pretty interesting,” Twilight admitted before they turned and saw Helix leaning on his hoof while looking out the side. “Helix, what’s wrong?” She asked.

“I’ve saved an entire Megamart from being a giant hamster’s chew toy,” Helix reminded them with a frown. “And what do I get? Nothing. It’s not fair.”

"Look kiddo, being a hero isn't about others knowing you did something good, it's about you knowing you did something good.” Flash told him. "Being a hero is its own reward."

“Did you read the greeting cards at the Megamart?” Helix questioned his cousin with a brow.

Flash gave a sheepish look from that. “Well, uh, yes?” He said slowly as Helix groaned.

Ocellus then read a book as she found what she was looking for. “Hey, listen to this. I found a newspaper article about this Dr. Test guy. Five years ago, Dr. Test was a promising researcher in veterinary science. But it turns out he was doing all these genetic experiments where he was mutating animals. And when he didn't win some big prize called 'the Verities award' he flipped out and hasn't been seen since.” She read.

“Anything about this sound familiar, Helix?” Smolder asked with a smirk as Helix frowned.

“Don’t even compare me to that creep, Smolder,” Helix retorted before they heard the parrot shrieking. "I'm not the one who mutated a bunch of innocent pet animals."

“Hey, guys,” Rainbow called out. “Looks like the parrot is making a turn,” She said as it flew out of sight.

“Our Chairot can’t follow it in the sky.” Twilight said. “He could be going anywhere.”

“And he’ll turn the Dark Ages into a New Ages,” Rarity said dreadfully.

"Wait, that's it!” Helix spoke up with realization. "I think I know where he's heading!"





“The Natural History Museum.” He said as they arrived at the Museum and saw one of the mutant parrot's feathers on the ground.

"Looks like we're on the right track partners." Applejack said as she tilted her hat.

"Okay, everyone, they close and stay together." Twilight instructed. "We don't know what he's capable of." They soon went into the museum and followed the trail of Destruction to prehistoric animals and fossils. Smolder than noticed one of the electronic boxes Test stole from the mall and saw it was some sort of component box. They then heard the sounds of something being tuned in before they saw Test standing next to a mastodon.

He stopped whatever he was doing and let out an annoyed sigh. "I see you all are the persistent type, I hate the persistent type." He said as he turned his head to them.

"We all know about you and your freakazoid experiments, Dr. Test!" Flash called out. "Stand down now, it's over!"

"Oh, but it's only just begun." Test replied as he turned around to look at them. "See, I only needed a few components to push my work into phase two: The reanimation of dormant cells."

"Does this guy come with subtitles or something, because I have no idea what he just said." Rainbow whispered to the others.

"Breathing life back into that which has been long since lifeless!” Test continued before he took a few steps back from the mastodon. “Observe!" He then fired his invention onto the mastodon, which made the others gasp as its eyes glowed red and made a roar sound as it started moving. “Behold the genius that is Dr. Test!” He called as he rushed off.

"Now is a good time to go hero, Helix." Silverstream said nervously.

"I know that." He replied as he activated the watch. "I'll handle jumbo while you guys go after Test!" After picking the alien he wanted, the ring popped up before he slammed it down. A green light covered his body as the watch dug into a skin as it mutated his hoof into a hand before crawling up and onto his face where he closed his eyes for a second before opening them revealing they have changed to yellow with no pupils at all. His transformation wasn't done as a pair of extra arms emerged underneath his upper ones and his skin was turning red. Soon he was wearing a white shirt with a black line down the center, a black line on his head in between his four eyes while he had very large muscles. Helix had transformed into Fourarms as the group looked at him in shock. "Let's wrestle!" He spoke in a deep voice before charging right at the mastodon.

The others ran towards another hallway before they saw the muntant parrot in front of them as it shrieked. “Okay, does anyone have a giant birdseed?” Pinkie asked nervously as Flash took a staff from a warrior statue and twirl it around and whacked the parrot and swatted it’s head as it shrieked in pain and ran off.

“My cousin isn’t the only one with skills, you know,” Flash said to the others with a smirk. They soon went ahead before they found Test standing in front of a T-Rex skeleton. He looked back with a smirk before he fired a ray at the skeleton. Soon flesh started to form on the skeleton as the eyes formed and glowed red.

The T-Rex came to life, while most of it’s body is unfinished as it roared at the heroes, who went wide eyes by this. “If we weren’t in trouble, I would be amaze at how his device works really well,” Twilight muttered.

“Same,” Ocellus said fearfully.

“Great. Let’s hope you be amaze at seeing the inside!” Gallus yelled as the T-Rex roared at them,





Back with Fourarms, he was flung into a wall as he crashed before he saw the mastodon charging aat him. He quickly got up and punched him as he grabbed his tusk, but the mastodon tossed him up and crashed into another skeleton as he glared. “You are so going down, peanut!” Fourarms yelled as he stood up as the mastodon charged at him, but he quickly grabbed its snout and twirl it around very fast before he threw him into a wall as Fourarms groaned. “Oh, I think I’m gonna hurl.” He moaned as he tried to keep his lunch down.





Back with the others, they quickly duck down under the dinosaur tail as Test rides on the back of the T-Rex. "I like to stay and chat for a while, but I need to claim the award that I so richly deserve in the first place." He told them with a growl before the T-Rex burst through the wall and out into the streets.

They then heard the mutant parrot screech before it flew by and grabbed Yona. Yona screamed as she was taken off. “Yona!” Sandbar cried in worry.

“Helix!” Flash called out as Helix came rushing by. He then did a super jump after the parrot, Rarity looked down and saw the paper Test dropped while humming in thought.

Fourarms jumped high enough as he grabbed onto the muntant parrot’s back, making it shriek in pain as it turned and saw him. “No bye-bye for you.” He said as the watch started beeping while the parrot moved around, causing Fourarms to loose his grip and started falling as he hit the pavement before he timed out as he managed to get back up before he saw the muntant parrot flying away with Yona. “Yona!” He cried out before the Chariot came to his side.

“Somepony call for a taxi?” Pinkie quipped as Helix quickly got onto the Chariot and took off.

Yona gave a frightful look at how high she is. “Yona scared of hights. Yona would’ve spend fun with friends in summer.” She whimpered as the muntant parrot took off at a highest tower.

On the ground, Test is still riding his T-Rex as the creatures are screaming in fear as the T-Rex roared as Test sigh. “Ah, I do love my work.” He said as on the T-Rex’s foot was a Celestial Knight card stand, and one of the golden Celestial Knight card got stuck on one of it’s toes before continuing on.





At one of the tallest tower in the city, Yona clutched hard as she looked down at seeing how far she was to the ground before she quickly took out a jar filled with Spike’s dragon breath and a note paper. “Yona’s friend Spike said only use in emergency. This one is one.” She said as she quickly wrote down her letter and place it on the jar as it disappeared.





In the Chariot, Twilight is steering it as fast as she could while the others looked around. “No sign of Yona or the mutant parrot.” Sandbar said in concern.

“There can’t be that many places for a parrot the size of an elephant to roost.” Fluttershy noted.

"I think it's more than that." Rarity spoke up before showing them a piece of a newspaper article. "I believe the good doctor left this behind."

"'Dr. Vet Heart accepts verities award.'" Helix read the paper as it showed a unicorn mare with a white coat and blue mane accepting the award with Dr.Test in the background having an angry look on his face. "He's going to steal that award! We have to stop him!"

"But we gotta find where Yona is." Applejack said before Spike gave a belch and burped out a scroll.

Spike quickly grabbed the scroll and unraveled it to see it was from Yona. "Yona told where she is, turn left!" He instructed as Twilight made the carriage turn.





The mutant parrot was circling on the tallest building in the city while Yona was holding onto the spire on the top as tight as she could. "Yona can't hold on!" She cried out before she accidentally dropped the jar and it fell. The others soon arrived to see the jar smashed into pieces and saw Yona on top of the building.

"Oh no, Yona will be next if we don't do something!" Sandbar gasped when they looked up.

"That's going to be easier said than done with mutant poly circling her!" Spike pointed out before Helix looked at his watch and it was in the green.

"Not if I can help! It's hero time!" Helix declared before he activated the watch and slammed it down. A green light then developed as his hoof was being mutated into a claw with three fingers before horns formed on his head. His whole body became bigger as a black line formed on the top of his body. He had transformed into a red, humanoid manta ray-like alien with green eyes, black outlines on his face, yellow horns extending from his nose, gills underneath his arms, yellow patagia, and two black lightning bolt-like stripes coming down from his shoulders to the hourglass symbol on his chest. The others looked in awe at his transformation before he flapped his arms and quickly flew up into the sky.

Yona soon lost her grip and began to fall right before something caught her. "I got you!" A familiar voice said before she opened her eyes and saw who saved her.

"Manta ray!"

"Jetray!" He corrected her.

“Yeah. Okay.” Yona nodded. “Anyway, thanks for saving Yona.” She thanked him before she turned and saw the parrot flying behind them. “Incoming!”

“Hang on, Yona!” Jetway called as he flew around while dodging the mutant parrot as the others looked down and rushed into the building as Jetway dodged a talon. “Hey! Watch the talons there, Polly!” He retorted as he flew faster before shooting a laser from his tail. The mutant parrot dodged the laser as Yona felt dizzy from the rough flying.

“Oh, Yona’s gonna hurl,” Yona moaned.

“You spew on me, and you’d better have wings under that fur, Yona,” Jetray warned as he flew faster as he made a u-turn back to the building as Yona screamed.





The rest of the group came out of an elevator and over to a nearby window. Jetray saw both Applejack and Flash waving their hooves to them. "I can't shake cracker breath!" He told Yona before he looked at her. "You're going to have to trust me!"

"With what?!" Yoan questioned before Jetray quickly did a loop de loop to catch her with his bottom feet and fly over to where the others were.

“That’s it, Yona,” Sandbar said as he and Applejack stood there before Jetray flew by and they caught Yona before Jetray flew off. The mutant parrot was about to get them, but Jetray then shot green lasers from his eyes and tail, stunning the mutant parrot as it flew down to the floor with a painful shriek.

"Go, stop Dr. Test!" Twilight told Jetray. "We'll be alright!" Jetray nodded in response before he took off high in the air and did a sonic boom in the direction of where Test was heading.





At a building, Dr. Vet Heart is giving two stallions a tour of his trophies. “And here is my verities award. Of course, it was an honor just to be nominated with a distinguished group of scientists.” He said with a smile before the entire room shook as Test and the T-Rex came busting through the wall with a roar as the two stallions rushed off, leaving Dr. Vet Heart alone.

“Vet!” Test yelled ragefully. “I believe you have something of mine!” He then jumped down and picked up the trophy. “I like to thank the committee for this honor!” He said before the T-Rex walked closer to Dr. Vet Heart with a roar before Jetray came flying by and smacked his head.

The T-Rex retilated and whacked Jetray with its tail, smacking him down as Jetray rubbed his head. But when he turned his head, he saw the golden Celestial Knight card that came off from the T-Rex’s foot. "Whoa, I struck Celestial Knight gold!" He exclaimed with excitement.

"Someone help!" He heard Vet called out before he saw Test back on the T-Rex while it picked her up in its mouth by her tail. Jetray looked back at the card before he let out a frustrated groan.

"Aw man, why isn't this hero thing easy?!” He asked himself before he flew off to rescue her as the card got buried under some rubble. Vet was then tossed up as she screamed, but just before she was about to get eaten, Jetray flew in and caught her as he flew off.

“What are you, you little pest?” Test questioned as Jetray put Vet down to safety.

“I’m Jetray! And I’m here to kick some tail!” Jetray called as Test then used his helmet and started zapping Jetray, who flew away to avoid the beam. Jetray flew close and shot lasers from his eyes and hit the trophy right out of Test's hooves.

"No!" He exclaimed as he tried to catch it but it fell and smashed on the ground. He trembled with anger before Jetray grabbed hold of his device and pulled it right off. "My transmodulator!!" Jetray then threw the device on the ground before zapping it with his lasers. This caused an energy pulse that was shot out everywhere and caused the dinosaur to become a fossil once again. “NOOOOOOOO!!” He cried as the fossil collapsed.

Then the transmodulator energy sends a shock wave throughout the whole city.





At the building, the Mane Six, Young Six, and Flash faced the mutant parrot as it shrieked at them. But then the shockwave hit it as it reverted back to it’s normal self as it flew around and perched on Fluttershy’s shoulder with a happy chitter. “Oh, it’s great to see you normal again.” She said to it with a smile.

“Helix must’ve destroyed the device. He did it!” Twilight cheered with a smile.





When morning hits, the others regrouped with Helix, who timed out, as they see Test being taken to police custody. “Let me go! I deserve that award! I’ve got it coming to me! I want it!” He yelled as he was being pushed to the police chariot as he glared out and looked at Helix as he glared.

“For some reason, that sounds kind of familiar,” Helix said as Smolder was about to say something, but Helix stopped her. “And don’t even say it. I’m nothing like him with the animal mutation thing!” He quickly said as Smolder lowered her claw in surprised.

“He’s catching up to you, Smolder.” Rainbow said with a chuckle.

“Guess I gotta work harder.” Smolder said with a chuckle as well.





Back on the road, the Chariot is now leaving town while Helix puts a piece of Test's transmodulator in a box for a souvenir. "I mean haven’t gotten that gold Celestial Knight card, but at least I snagged the trophy from Test." He mentioned with a smile. "Plus, I guess saving the city from the wack doctor is its own reward too."

"And pony saved Yona!" Yona added.

“Yeah, well, that’s what we heroes do best,” Helix said with a proudful smile. “Rescue friends.”

“Try not to get full of yourself there, pal,” Gallus said with a mocking smirk.

“Hey, let me have it, okay.” Helix said as they all laughed as they drove off to their next destination.
> Chapter 3: Who's the Moster: The One in The Lake or The Poachers?
> --------------------------------------------------------------------------

It looked like a beautiful peaceful night near a lake as there weren't any loud sounds disturbing the peace. "Cannonball!" Helix, Gallus, and Sandbar were shouting when all three of them jumped into the lake with a big splash.

“Judges scores…” Sandbar started. 

“Yes! A perfect ten!” Helix exclaimed.

“Yeah! Hah! The crowd loves them!” Gallus cheered as they saw the rest of the Young Six watching from the docks.

“Perfect dweebs is more like it,” Smolder muttered with a roll of her eyes.

“Come on, guys! Dive in!” Helix called with a smile.

“We would, but it’s a little late for swimming,” Ocellus pointed out.

“And who knows what nasty, slimy things are swimming around in there." Silverstream added.

"Didn't you live in the ocean half of your life?" Smolder reminded her.

Silverstream thought for a moment before her eyes widened in realization. “Oh, right. I did.” She said before she chuckled.

“What’s the point in camping by a lake if you’re afraid to get wet?” Helix questioned before he splashed the water onto the four girls on the docks.

"Knock it off, dude!" Smolder hissed before she walked away. Helix then whispered something to both Sandbar and Gallus the two nodded in agreement. Then suddenly the three of them were being pulled under the water but couldn't tell what it was. The three of them cried out before they were pulled under the water. “Very funny, you three. We’re not falling for it.”

The girls looked down and saw only bubbles where the three were and getting concerned. "Guys?" Ocellus called out with worry.

"Uh…friends not coming up…" Yona mentioned, sounding just as worried.

“You don’t think they were serious, right?” Silverstream asked in concern before a giant seaweed-like creature with eight eyes came out of the water and gave a mighty roar, which caused the girls to scream as they fell down before the flashlight dropped to reveal its true form.

It was just Gallus, Sandbar, and Helix, who is now Fourarms, covered in seaweed. "Guy?!" All four of them exclaimed in shock.

"You should have seen the look on your faces, it was priceless!" Fourarms said with a chuckle.

"We're sorry about that, it was Helix's idea!" Sandbar told them through his laugh.

“But it was worth it! Hahah!” Gallus exclaimed through his laughter.

“Not funny!” Ocellus exclaimed.

“You guys are so busted when we tell the others.” Smolder sneered as the girls walked off in a huff as the boys laughed.

“I can’t believe they fell for it,” Fourarms laughed while Sandbar and Gallus got on the docks.

“Yeah. And I can’t believe Silverstream fell for that even more,” Gallus added with a chuckle. “A monster in a lake. Come on. She used to live in the ocean!”

"Yeah, who is dumb enough to believe there will be a monster in the lake?" Sandbar asked as they removed the seaweed off of them. But then they noticed bubbles bubbling in the lake before something emerged from it. All three of them looked at what they were seeing with wide eyes as an actual giant monster, with tentacles on both sides of its head, emerged from the lake.

“Okay, I think there is such a thing,” Gallus muttered before one of the tentacles grabbed Fourarms and tossed him away. “Helix!”

Fourarms hit the water as he swam back up and caught his breath, but then he was pulled back down by the tentacles as he was in eye contact with the monster, causing him to open his mouth and lose air as he managed to break free and swam back up as he swam to the surface where Sandbar and Gallus were with him.

“You alright, Helix?!” Sandbar asked in concern.

“I’m fine! But we might have to warn the others!” Fourarms called as he got up and rushed to the Chariot. Once they made it back, they found the others sleeping in bed as they were breathing heavily from the run. "I was just attacked by a giant lake monster!" He told them before a pillow was thrown at his head.

“Hello. Current events.” Smolder spoke up. “You already got us with that one.” She stated as she turned back to her bed.

“But we’re not kidding this time!” Gallus exclaimed.

“Yeah, we were there!” Sandbar called.

“Come on y'all. Joke’s over.” Applejack said in her sleep. 

“But, we--” Fourarms tried to say.

“Ah, get some sleep. Mm.” Flash mumbled as Helix’s watch started beeping. “Remember, we have an early day tomorrow for our fishing trip.” He said as the watch timed out as the three boys looked down in defeat since they wouldn’t believe them.





The next morning, the group are walking down the docks as Helix, Gallus, and Sandbar kept talking about last night. “No, really. It was humongous with these red glowing eyes.” Helix said to them.

"And it had tentacles on the side of its head, or was it in its mouth?!" Sandbar added.

“I’m sure it was jsut some kind of big fish, is all.” Fluttershy assured him.

"Yeah, so would you three cut it out with a fish story already?" Smolder asked with an annoyed tone.

Helix glared at her before he walked ahead as Flash looked at Smolder. “Why this tone, Smolder?” He questioned.

"Hey, he's the one who pranked me and the others last night by pretending to be a giant lake monster." Smolder mentioned with a glare. "And now they won't cut it out with the whole lake monster thing. It's just so-ah!" She gasped when he held out a hoof full of worms towards her.

“You might need these,” Helix said with a smirk.

“Ugh, Helix, gross!” Smolder yelled while Rarity cringed.

“What’s with the bucket full of worms?” Rarity asked.

“They’re bait for fishing.” Flash answered as Helix put the bait back into the bucket.

"Yeah well, I think I'll skip out on the whole fishing thing." Smolder said with her arms crossed. "I'll just stay here and catch some sun instead."

"I think I will stay and supervise." Rarity added.

“Okay. But ya’ll don’t know what you’re missing,” Applejack said to them.

“We’re pretty sure we do,” Smolder said.

“Yes, indeed.” Rarity added as the two walked off.

“Well, their loss.” Rainbow said with a shrug as they turned to the owner of a boat.

“Captain Salt-Hoof." Twilight spoke to a dark brown earth pony stallion with a gray beard while wearing a hat on the boat.

“Who wants to know?” Salt-Hook questioned with a look.

"I'm Twilight Sparkle, this is my coltfriend Flash, some of my friends, my students and Flash's cousin Helix." She introduced herself and the others. "We charted your boat for the day for some fishing."

“Well, what are you waiting for? An engraved invitation?” Salt-Hoof questioned. “Get aboard. I ain’t got all day.” The adult ponies were surprised by his attitude while the young group smiled as they went aboard the ship and took off into the water.

The group looked out into the water while the captain was driving the boat. "Anything interesting to catch out there today?" Applejack asked the captain.

"Um, catch and release, right?" Fluttershy asked with a worried tone for the fish.

“More than either of you can imagine. Looks like your boys using their breakfast as chum.” Salt Hoof said as they turned to see Helix, Sandbar and Gallus looking closer to the water.

“Hey, you three feeling okay?” Rainbow asked as the three got their heads up.

“Yeah, we’re fine. Not sick or anything.” Sandbar assured.

“We’re just keeping our eyes out for the lake monster.” Gallus explained.

“That thing’s not taking us by surprise this time.” Helix said seriously while looking back down at the lake. The others raised a brow before Gallus let out a gasp when he saw something up ahead.

“There it is!” Gallus yelled as they all looked and saw just a branch with a transcan shape like a monster as the others looked at the three boys in amusement. “Oh, my bad.” He said sheepishly.

“Guys, this is a fishing trip, not a monster hunt.” Flash said in amusement. 

“Really guys, it wasn't funny when you pranked us last night, it's not funny now." Silverstream told them.

"It's called the Kraken." Salt Hoof mentioned as he got their attention.

“Whoa wait, you know about it.” Helix said in surprise.

“It’s my business to know about it.“ Salt Hoof said as he gave Helix a picture that was what looked to be a fin. “I’ve been on its tail for years. Folks say my rudders’ not right.”

“Why doesn’t that surprise us?” Applejack questioned with a brow.

“Sightings go back hundreds of years on this very lake.” Salt Hoof continued. “Some say it’s a myth. Not me. I could take you to a spot where I personally laid eyes upon the beast. That is, if you got the stomach for some real adventure,” He said with a smile.

The young group turned to the adult ponies as they gave pleadfull smiles with puppy eyes as they sighed. “We guess so.” Twilight coincide.

“Alright!” The young group exclaimed in excitement as Salt Hoof continued on and checked his equipment.

“Sonar. Hi-def video setup. Ultrasound…” He listed out. “I got it all… and I will find it.” He said with determination. “Mark my words. It can’t hide forever.” He said as the young group listened before they were dragged off.

"Look kids, we don't want you to put too much stock into what Salt Hoof says." Applejack whispered to them.

“Yeah, because we don’t think he has both oars in the water, if you know what we mean,” Pinkie added.

“Why? Just because he saw the Krakken too?” Helix questioned with a glare as he walked up, which surprised the group.

"Yeah, not very cool that you guys didn't believe us, but at least there's somepony else who also saw it." Sandbar added before the boat suddenly came to a stop when the captain saw a few buoys up ahead with caution tape connected to them. "Hey, what's up?"

“Doo not enter tapes. And it looks official.” Fluttershy noted. “Maybe we should turn back.” She suggested.

“Nonsense.” Salt Hoof said to her. “This is my lake and I’ll go wherever I--” He was cut off when another boat came to them.

“Fishing boat, stop where you are,” A stallion with a brown mane and light brown fur said as they moved next to them. “I am Hoof Sinker, founder of Friends of Fish, and we have closed this section of the leg for environmental study! You'll have to turn your boat around!"

“Suppose you make me, fish hugger,” Salt Hoof threatened.

“Well, since I chartered the boat for the day, I believe I’m in charge.” Twilight said with a smug look. “Isn’t that right, captain?”

“Ah, I suppose.” Salt Hoof said as he then walked up to the wheel.

“But, what about the Kraken?” Helix asked which made Sinker and his coworkers laugh.

"The Kraken? Not that old fish story." Sinker laughed before he looked at Helix. “Look kid, I'm a marine biologist, and any creature who tells you they've seen a monster in this lake is obviously casting without a hook on its pole." Helix and the other young ones grumbled as they followed the other boat back to shore.





A few minutes later, they are all sailing back to shore before Salt Hoof saw something beeping on his monitor. “The sonar! We found something!” He called with wide eyes.

Then coming out from behind them was a pointed-headed fin from the water. “Or something found us! Look!” Ocellus yelled as they all looked.

“The Krakken!” Salt Hoof yelled as the fin went under and they all looked underneath the water as a shadowy figure appeared around the ship, bigger like a mile or two as it swam off, making its way to where the ship was at. “It’s heading for the docks!”

"Rarity and Smolder!" The group gasped when they realized two of their friends were in trouble.

At the docks, Rarity and Smolder are sitting by the docks as they relax. “Finally. A little sun,” Rarity said with a relaxing tone. "Feels a little rejuvenating."

“And with no big-mout pony nowhere in sight, we could just lay back and relax.” Smolder said as the Krakken was heading closer to them as Salt Hoof hunk the horn to warn them as Smolder sighed. “Seriously? How many times does Helix think I’m gonna fall for that trick?” She groaned.

But then a huge beast that looked bigger than a whale with a large tentacle in its mouth, a sharpened fin head, and webbed claws emerged from the water and roared before it slammed into the docks. This has caused everyone who was on the docks to fall into the water before they all swam up and Smolder looked at the Beast with fear. "That's not Helix…"

“You think?” Rarity questioned with her mane soaked.

With the others, Salt Hoof looked through his binoculars. “I told you. It’s real! The Krakken lives!” He exclaimed. 

“Sail now, gloat later.” Twilight said firmly as Salt Hoof did just that.

Flash then turned to Helix. “Somepony’s got to rescue those creatures.” He said with a knowing look as Helix nodded and jumped off the boat and into the water as he set his watch to a familiar alien.

“Overflow to the rescue!” He called out before he dived under and a flash of green light was shown. But once he resurfaced, he was XLR8, much to his displeasure. “Hey, I said Overflow, not XLR8! Dumb watch!" He then saw the innocent creatures swimming away from the monster and knew it wasn't time to complain. "Here goes nothing!" His visor went down and started to speed up in the water. But since it was his first time running on water, he slipped a little bit from one side to the other before he finally got his balance and continued running. He managed to grab Smolder and Rarity as he quickly got them to shore. “You two okay?”

“We think so.” Rarity said.

“Thanks for the save.” Smolder said as XLR8 sped off, leaving some mud on Smolder. “Hey, you did that on purpose!” XLR8 quickly grabbed every pony else in the water and out of danger from the Krakken before getting them to shore.

"Don't just stand there, get us out of here before he sees us!" Sinker told his coworker before the engines on his boat started up and it was sailing away from the Krakken. The beast however noticed them and let out a screech before tossing away another boat and swimming after it. It was right on their tail but was XLR8 as across the water before the Krakken emerged from the front of their boat. It let out a roar while the driver tried to make a u-turn away from it. And then used its tail to knock it back while the passengers held on tight.

As it swam closer to them, XLR8 quickly ran in front and created a tornado to block it from getting any closer. The Krakken let out a screech before it dove into the water while XLR8 quickly jumped onto the boat. They looked down as they thought it was scared away before they heard it coming up from the other side of the boat and ripped off a tarp with its tentacles to reveal some sort of crate.

Sinker quickly ran over and held on to the crate as the Krakken was pulling it off the boat. "No you don't!" He grunted out before XLR8 quickly raced over and grabbed one of its tentacles while trying to run backwards. The friction he made caused the beast to let go of the crate as XLR8, Sinker and the crate were flown back a bit. The beast then let out a roar before XLR8 raised over and went under it before moving his feet at a super fast pace underneath its chin. The rabbit speed was too much for the beast to bear as it roared and dive back down into the lake. "Thanks for the save, and the weird wheel feet thing." Sinker thanked XLR8.

"No problem, but what exactly is in that crate that's so important you would risk your own life for?" XLR8 asked after his visor went up.

"Uh, our lunch."

"You almost became a monster food for a few sandwiches?!" He questioned before the Krakken's tentacle quickly shot up from the water and grabbed the crate before pulling it into the water. XLR8 was about to go after it before he heard beeping coming from The Hourglass symbol and knew he didn't have much time. "Uh oh, sorry but I got to run!" He told them before he raced off. He was making his way back to the boat where the others were as fast as he could before he time out. "Almost there. I think I'm gonna--" just when he What's halfway to the boat, he timed out as he screamed and skipped across the water before splashing into it. Helix then popped his head out of the water as he let out a gasp for air. "...make it."

"Pony overboard!" Silverstream called out.

“Salt, Helix is overboard!” Flash called as Salt Hoof aimed his harpoon. “Bring the boat around!”

Salt Hoof turned to them as he turned to the Krakken one last time. “Next time you’re in my sights, you won’t be so lucky.” He muttered as he turned to the others to bring Helix on board.





At night, the visitors of the lake took off at high speed to get away from the Krakken as Helix explained what happened. “See? We told you so,” He said to the group.

“That was the same thing that tried to munch us last night!” Gallus added.

“Looks like Captain Salt hoof and us were right.” Sandbar added.

“Just because he was right about the Krakken doesn’t mean we were wrong about him.” Twilight said firmly as she turned to the rest of the group. “I want you all to stay away from that stallion. He’s trouble.”

“You’re just being stubborn,” Helix muttered.

“Yeah. Don’t you just hate creatures like that?” Smolder questioned with a brow.

“Hey!” Yona and Applejack exclaimed at Smolder, who winced back.

“Uh, no offense you two.” Smolder quickly said sheepishly.

“We’ll leave this to the experts, Helix.” Flash said to him. “Like those Friends Of Fish ponies.”

“Experts?” Helix questioned with a brow. “Who better to snag a lake monster than the guy with the monster buster on his hoof?” He questioned while gesturing to his watch.

"I don't know, I think there's more to it than that." Fluttershy spoke up as she looked towards the lake. "She sounded very worried, almost as if she was looking for something."

"How the hay do that thing's a she?!" Rainbow questioned Fluttershy.

“It’s pretty obvious, don’t you think?” Fluttershy asked as they looked at her in surprise.

“How does she do that?” Gallus asked in wonder.

“It’s Fluttershy, she knows her animals.” Applejack answered.

“Either way, I’m afraid this is just gonna have to be the one that got away.” Twilight told them.

"And let that thing attack more ponies?! No way!” Rainbow declared.

“Lowdown, no-good fish kissers,” Salt Hoof muttered as he walked by.

“Captain Salt Hoof? What is it?” Sandbar asked.

“The nerve of those enviro punks.” Salt Hoof muttered. “They shut down the entire lake. Nopony tells me where to sail. And nopony’s gonna keep me away from reeling in the catch of the century. Nopony.” He determinedly said as he walked off.

"That guy is stubborn as a mule." Ocellus whispered to her friends, who nodded in agreement.





Later that night as Captain Salt Hoof took off in his boat, the group was getting ready for bed as Smolder was waiting by the bathroom door. “Come on, Helix! What did you do, fall in or something?” She questioned impatiently as Flash walked up to the bathroom door.

“That’s strange. It’s a bit too quiet in there.” Flash muttered before he opened the bathroom door, only to realize that Helix isn’t there as his eyes widened in shock.





On Salt Hoof’s ship, he sailed across the lake before he heard rattling sounds and turned to see one of his covers moved. “Hey, no stowaways on my boat even if you are only a filthy rat.” He said as he grabbed a paddle before lifting up the sheets, revealing only Helix with a timed-out watch.

"Uh, first mate Helix Watch reporting for duty sir?” He said with a sheepish smile.

Salt Hoof glared before he softened his expression, seeing that Helix was willing to help him find the Krakken. A short bit later, Salt Hoof and Helix searched the lake before the boat stopped in the middle of it. “She’s probably been chased deep by our fishy friends.” Salt Hoof theorizes as he puts on his scuba gear. “Only one way to flush her out. With a little live bait.”

“Maybe I should go with you,” Helix offered. “You know, just in case,”

“No need.” Salt Hoof said to him. “I’ve got my dive-buddy right here.” He said as he brought out his harpoon before walking to the edge of the boat. “Wish me luck.” He soon dived into the water before Helix noticed a spare diving suit and knew what he was going to do next.





Salt Hoof swam through the waters as he searched for the Krakken. A few fish scattered when he swam by before he gasped when he saw something move in front of him, only to see it was only seaweed. He took a breath before he continued swimming before he landed on some wreckage of a boat that seemed to be created to look like a nest of some kind before he saw a giant sea egg in front of him. 

And then something started swimming towards him as he fired his harpoon at him, which the shadow figure dodged as it revealed to be just Helix in a diving suit as Salt Hoof sighs and gestured his hoof to the egg as Helix watched as Salt Hoof swam back up. Helix saw the egg and realized that Fluttershy was right about the Krakken, but why?





Salt Hoof resurfaced from the water and saw another boat parked next to his. He was about to climb up, but someone caught his suit and threw him onboard. “Don’t you know that night diving is dangerous, old-timer?” The pony in the suit questioned as there were two more behind him. “Unless, of course, you went with a friend.”

“I work alone. I ain’t got no friends,” Salt Hoof said firmly while making sure not to mention Helix.

“And with a sparkling personality like yours?” The pony in the suit questioned as Helix resurfaced and watched as Salt Hoof was held down.

“I haven’t anything worth stealing either,” Salt Hoof added as he tried to break free.

“Ah, but you have us all wrong,” The pony in the suit said. "All we want is some information, like what did you see down there?"

"Nothing, same as always." Salt Hoof lie before the suited pony punched him in the face and knocked him out.

“Well, I have to be sure.” The pony said as he took off his mask to reveal himself to be Sinker, which shocked Helix. He then looked down at his watch, seeing that it was still timed out when he snuck on.

“Come on, work.” He whispered as he tried to go hero while Sinker's men carried Salt Hoof to his boat.

“Take Ahah here with us. Find out if he knows anything back at the cannery.” Stinker ordered as he then pressed on a tracker. “We’ll come back later with a mini-sub to snag the rest of the eggs.” He said as he tossed the tracker into the water as it sank down before he took out a stick of TNT. “In the meantime…” He started as he lit the fuse up. “...I think his boat just got lost at sea.” He finished as he tossed the TNT into the boat as he took off before Salt Hoof’s exploded, which made Helix dived down as he avoided the debris and swam up as he saw the boat sinking before he turned and saw his watch recharged.

"It's hero time." He said with a smirk.





Meanwhile, Sinker and his men continued to make their way back to their hideout before one of them spotted something in the air. "Is that a bird?" He asked the others while he was pointing to what he was seeing in the sky.

"Nah, looks more like one of those fancy airships." Another one guessed before Jetray came into view.

"It's a flying manta ray!" Sinker exclaimed. "Man the harpoons!" He ordered.

“Give it up!” Jetray exclaimed. “You are totally busted!” He yelled as one of Sinker’s men started firing at him, which he flew around to dodge them before he fired his laser eyes at them, which took out on of the blasters and took out one of the ponies as he fell down.

Sinker was in the control room as he then fired a few nets from his ship, which Jetray managed to dodge. But barely as he flew into a tree branch, which caused him to fall into the water while trying to swim. “Aw man, didn't see that coming.” He said to himself before he saw Sinker and his men coming towards him. Luckily for him, he's able to breathe underwater as he died down and started to fly as fast as he did in the air.  He then flew into the tree and hid as Sinker and his men looked around for him, but then they saw the fin of the Krakken, which made him nervous.

“It’s getting too crowded around here.” Sinker said to them while pointing at Salt Hoof. “Dump the trash overboard.” He ordered as they tossed Salt Hoof overboard as they took off before Jetray quickly scooped him up and saw Sinker was gone and he took off.

“Almost there.” Jetray said as he saw the Chariot ahead as he flew as fast as he could before his watch started beeping. “Oh come on, not again!” He moaned, seeing that he’s gonna time out soon.





Back on shore, the group is looking for any signs of Helix and Salt Hoof as they search the area. “Any sign of Helix and Salt Hoof?” Flash asked in concern.

"Not yet…" Smolder replied before they heard a familiar beeping coming their way. They looked up and saw Jetray flying in before he timed out and transformed back into Helix. Both he and the knocked-out Salt Hoof fell from the sky and landed on the perch that the chariot pulled out as Helix groaned.

“I hate it when that happens.” He moaned, really annoyed about the timeout he kept getting at worse times.





A sort bit later, Salt Hoof regains consciousness as Helix explains what happened to the others. “And the Krakken’s nest was full of eggs! No wonder she’s been attacking everything! Sinker must be stealing her eggs!” He exclaimed.

"I knew there was something wrong!" Fluttershy gasps after hearing what Helix found out. "But why is he doing this in the first place? I thought he was a marine biologist."

"I think he may have lied about that and here's the reason why." Ocellus spoke up after she looked up from her computer. "I did a little checking on Friends of Fish and found out it's not listed on any environmental website. The whole thing is fake, but here is something that is real about him. Sinker isn't a friend to any kind of Wildlife.” She turned her laptop around to show pictures of Sinker with endangered animals. "He travels around the world poaching rare animals before he crates them up and sells them to private collectors."

"Crates them up? Oh man!" Helix gasped when he realized something. "The crate the Krakken took off their boat must have had her egg in it and was only getting it back."

"And ya said that he was going to come back to the nest to get the rest of the eggs.” Applejack reminded him. "Which means he already got one of them."

"I guess that means the only question is which one is the real monster: the one in the lake or the poachers?" Twilight spoke up.

"If Sinker steals both eggs, the Krakken will definitely go on a rampage across Equestria just to get them back." Flash mentioned.

“Looks like we were all a little too hardheaded.” Twilight said in guilt. “I should’ve been more open-minded to realize this.”

“Well, we gotta stop them and get the Krakken’s eggs back!” Rainbow declared.

“Agreed. Nopony messes with the sea life!” Silverstream declared as she turned to Helix. “Helix, do you know where they went?”

“No clue. But he said something about going back to a cannery.” Helix recalled to what Sinker said on his boat.

"I think he meant the old abandoned cannery not far from here." Twilight theorized. "If we find that cannery, we'll find both Sinker and the eggs."

“All this talk doesn’t change a thing.” Salt Hoof said as he stood up. “Mommy or not, that beast is mine.” He said as he walked out. "Come on, I have a spare boat down the docks."





The group followed him onto the docks and were on the boat while he was trying to untie it before Spike wrote a letter and breathed flames to send it. "Letter sent to Celestia, I think it might take a while before she can get here with reinforcements." Spike mentioned.

"Then let's take matters into our own claws." Smolder said before she cut the rope with her own claw and they drove off in the boat without Salt Hoof.

“What are you all doing?! Get back here!” He called out.

“Sorry, captain!” Fluttershy apologized as they took off.
apologized.

“You don’t know what you’re doing! A monster’s a monster and I know a monster when I see one!” Salt Hoof called as they drove off as he turned to another boat, which was a row boat as he gave a bored look, realizing that it would be a long night.





At a cannery, a crane lifted up Sinker in a scuba mech as it picked up one of the Krakken’s eggs as the crane moved towards another who had an egg in a tube as he held the egg, which was a bit heavy. “Careful, or you’ll be cleaning up the world’s most expensive omelet!” He scolded as his men put the egg in the tube with the other. “After we sell these babies to the highest bidder, we’ll be kicking back on a beach in the Mareamas.” He said sinisterly.

Below the cannery, the heroes made it to a ladder below the factory as they started climbing while Silverstream and Helix stayed on the boat. “See if you can find the eggs,” Silverstream whispered.

“What about you two and Fluttershy?” Pinkie asked in wonder.

“We’re gonna kick some Phony Friends Fish tail.” Helix answered as he turned to his watch and switched it to Overflow and slammed it down as a bright green light covered him. Soon a pipe emerged from him as his being became water. Then some metallic red armor appeared on his front hoof and transformed it into claws with water guns at the ends of his wrists. Soon armor appeared on his bottom hose turning them into armored feet with two toes before the rest of the armor appeared on his head, completing his transformation to Overflow. “You ready for this, Silverstream?”

"Yup, I'm ready." She replied before she looked at Fluttershy. "Are you sure this is an idea?"

"She's not a monster, she's a mother trying to get her babies back." Fluttershy whispered.

“Well, you heard the animal expert. Time to reunite a mother with her childre--” Overflow was cut off when the Krakken came from below, which sent Silverstream and Overflow into the water as Silverstream transformed into her seapony form and transformed Fluttershy into a merpony. "Whoa, that was almost impossible for it to find this place so fast."

"I think Sinker will try and bag her for a big payday." Silverstream mentioned.

The Krakken broke through the floorboards as she roared and Sinker gave a smirk. “The bigger the Krakken, the bigger the payday,” He said as he went into his mech suit as his men started firing at the Krakken while protecting the egg as she swatted them away and was about to get her eggs, but Sinker swung by and grabbed them as she tried to reach them, but they were firing on her.

Just then, Overflow, Silverstream, and Fluttershy swam in the water as they jumped high and glared at Sinker as they got into his face. “You want to mess with a monster? Try me on for size.” Overflow challenged as Silverstream and Fluttershy went for the eggs.

Sinker was about to zap them before Overflow used his water like a blade to slice the zapper off. “Nopony messes with the sea life!” Silverstream called as she got the eggs unhooked, but they fell as they rolled to the broken board to the edge of the lake.

“Careful! Those eggs are fragile!” Fluttershy called as Overflow started fighting Sinker.





Inside the cannery, the others are sneaking through the building as the fight is going off outside as Flash takes the lead before looking into a room to see a stallion arming up as he did hoof signs to them before a stallion got swatted by the Krakken came back up as they turned to him aiming his horn at them. “Alright, buddy. We can do this the easy way or the hard way?” He suggested with a challenging look.

The stallion smirked as he was about to fight Flash, but then the Krakken’s tentacle smashed through the walls. “Go high!” Rainbow called as they either flew up or held onto cranes as the stallion fell into the water again and they went to the other side before Flash and Twilight kicked the second guard down, knocking him out.

“Is this the easy way or the hard way, darling?” Rarity questioned as Flash gave a sheepish shrug when the others raised a brow at him.





Back outside, Overflow continued to fight off Sinker while Fluttershy and Silverstream were making a break for it with the eggs. The Krakken then managed to use her tail to lift her eggs up. “My eggs!” Sinker yelled as he moved towards them, but the three heroes knocked him away as the eggs fell into the water.

“They aren’t your eggs!” Silvestream yelled as Overflow managed to grab them and dive into the water. Sinker wasn't going to let that happen as he pressed up on and the mini sub dropped on top of Overflow.

"Rescuing fishy babies." He's had it before he started to beat on Overflow. "Very heroic but not very smart of you. I'm not letting anyone get in the way of my payment!" He then knocked him to the bottom of the lake before he quickly swam and grabbed the eggs. Overflow quickly recovered before he used his water guns to give himself a boost to chase after Sinker.

Sinker flew up before Overflow managed to catch up to him and wrestled him as he managed to take back the two eggs. Just then, Fluttershy and Silvestream came swimming by and quickly grabbed the eggs when Overflow managed to pry them off of him. “Overflow! Look out! The mother is coming!” Fluttershy cried as the Krakken was swimming towards them.

"Hold on tight!" Overflow told the two as they grabbed on to him. "Next stop the Krakken's Nest!" He then gave a pulse from his water guns to give themselves a boost as they swam towards the nest with the Krakken on their tail. Once they arrived, Fluttershy and Silverstream carefully placed the eggs back into the nest before they backed away.

The Krakken saw that as she swam towards her eggs and gracefully held them in relief. Sinker came charging up, but the Krakken quickly caught him and used her jaws to break his suit open, which made Sinker hold his breath as he exited his suit. Then when he pulled out a dagger, he tried to stab the Krakken, but his weapon broke, which made him look in fear.

The Krakken then opened its jaws and was about to devour him before Overflow and Fluttershy quickly swam in front of him. "Stop! You're not a monster, you're a mother. She told the Krakken with a soft tone. "We'll make sure no one ever bothers you ever again. After all, and have little ones to look after when they hatch." The Krakken looked at them for a moment before it went back over to its eggs and kept them close. Fluttershy then glared at Sinker as he shrugged his shoulders, wondering why she was glaring at him. "As for you, this is for every animal you hurt around the world!" She declared before she delivered a punch to his face.





Soon a knocked-out Sinker, with a black eye, was being hanged by his suit on a piece of wood Overflow before he crossed his arms. “Hang here for a while until the authorities find a nice dry cell for you." He told him before he saw the authorities arriving on their boat, causing him to sink back down into the water.

The others watched from dry land. “Huh. Good riddance to bad rubbish,” Rarity said with a huff.

“Nice hit you gave him, Fluttershy." Rainbow complimented with an impressed smile. "Didn’t know you have it in you.”

"Um thank you." Fluttershy replied as she rubbed her hoof. "Although I didn't know punches still hurt when you're the one punching."

“You’ll get there.” Rainbow assured her. “It takes practice.

“Hey, look what I got.” Salt Hoof said as he swam up to them. “I think I got one of Sinker’s lackeys. Must’ve got lost in sea during the fight.” He said as he showed them a net, which had Overflow caught in it. “Should I report him to the authorities?” He asked as the watch started beeping.

“Heh, I think your catch of the day isn’t exactly a threat, Salt Hoof.” Gallus said as he pointed to the next as the watch timed out before Salt Hoof turned and saw Helix inside, which he waved sheepishly.

“You were in the suit?” Salt Hoof asked in confusion as the others looked at him in amusement.





Down below the lake, the Krakken is still on her nest, looking at her eggs closely as she’s grateful that her heroes saved her offsprings from that merchant and now they are back safe and sound.
> Chapter 4: Bounty Hunted
> --------------------------------------------------------------------------

As the spaceship still orbited the planet below and under repairs, inside five lights lit up one by one to reveal different figures. One has feet that are hooved in armor. He has purple pads covering his central joints, a belt, and four central lines on his helmet to provide outlines for his face, which are his eyes and mouth. The second one wears a suit of armor that looks similar to that of his brother beside him, albeit colored magenta with a black neck, waist, forearms, and thighs. The third one looked more female as she wore dark purple colored armor, which had a hoop feature at the end of her helmet. Compared to her two brothers, she is smaller in stature and mainly wields laser guns, instead of weaponry attached to her suit.

The fourth one resembled a fiddler crab with a goldish brown-colored armor, a sideways mouth, four scythe-like legs, and a large, powerful pincer for a left hand. Within the pincer was a power blaster combined with a chemical sprayer. And finally, the fifth one wore a shiny gray bodysuit that had a retractable black helmet resembling a pillbug, with a small green triangle visor on the front. Since he never took off the suit, he had no exposed back spikes, and only his head and arms were shown at most. The triangle shape of his visor was also on the center of his utility belt, and there were markings resembling it on either shoulder pad.

"Begin the audition." With that, the three in the similar armor charged forward as two of them flew off in jetpacks while the other showed off acrobatics when drones came down. They each took out blasters from their compartments of their suits and started firing at them. The female one ran across the wall as she took each one out while the other two showed precise aim and accuracy with air blasters as they destroyed each one before they used rocket launchers to destroy some more.

The crab-like alien then jumped down from the platform and used its claw to destroy more drones just showing off amazing strength. Soon a giant drone came down as the final one pulled out a disc which extended out to be a hoverboard he used to fly in front of the big drone. The big drone fired a laser right at the fifth one as it was covered in flames, but when the light died down, he was all right before he flew right at the drone and destroyed it by punching right through it. He then dropped down off his hoverboard before it folded back into a disc just as a projection of the injured alien appeared in front of them. "Impressive. All five of you are hired. Your objective is to achieve the Omnitrix." He told them as he pulled up an image of the watch. "The one who succeeds collects the reward. But be warned, who possesses the Omnitrix now is a formidable foe. Do not disappoint me." Then one by one, each of them were in pods as they were sent to Equestria below.





In the middle of the desert, Flash had finished up an obstacle training course for Helix to train his powers. “You ready?” He asked his cousin as Helix smirked and slammed down the watch as he transformed into Diamondhead.

“Oh yeah.” Diamondhead said with a smirk, sounding confident.

“Remember to think out there, Helix. Don’t just try and muscle it.” Twilight told him as she held onto two levers. “Might isn’t always right.”

“I know. But it’s always fun.” Diamondhead said as he ready his arms as some diamond blades appeared. Flash then pulled a lever as some cans of soda were ossed, which Diamond Head hit perfectly then hit targets as he then hit a cactus that looked like a monster and did a front flip as he hit some more targets. He blew his fingers at his skills while the others watched from the sideline.

“Show off.” Rainbow said with her hooves crossed.

“You’re one to talk to.” Applejack said with a smirk. “Jealous much?”

“No! Just saying!” Rainbow denied as she crossed her hooves.

"Although it is a great show to watch." Pinkie Pie mentioned while she had popcorn out.

“Focus, Helix! Think!” Flash called as Diamondhead looked at his muscles.

“Don’t worry! I know!” Diamondhead told him before he ducked under a tire and shot it down with projectiles. He then talking rolled when a bunch of dummies were put up before he shot them down, but while his back was turned a big tire was coming from behind out of nowhere.

He got hit by the tire as he fell to the floor, but he accidentally released some more diamonds, which caused them to go everywhere as Flash and Twilight duck for cover. “Incoming diamonds!” Sandbar yelled as they all dodged as the dimaonds hit the chariot while the others find cover. Once the incident stopped, they all came out of their hiding place as they looked at Diamondhead, who is giving a sheepish look.

“Uh, oops.” He said sheepishly at his mistake.





A little bit later, they all entered the chariot as they took off on the road. “You rock head, you almost turned us into swiss cheese,” Smolder retorted.

“I said I was sorry. What else do you want?” Helix questioned with his hoof crossed.

"What we want is for you to take that watch on your hoof more seriously." Twilight told him with a serious tone. "It's not a toy you can just play around with all the time."

"She's right, you have to think before you use it." Flash added. "Think of your surroundings then come up with a strategy."

“I know, but come one! You guys seen the action!” Helix pointed out. “I’m the baddest pony in Equestria. I’ve kicked so much alien butt, my hooves hurt.” He added as he crossed his hooves.

"Yeah well, one day you're going screw up and get your own butt kicked and I hope I'm there to see it." Smolder mentioned with a smug smile.

Helix gave a growl at her. “Dream on, orange head.” He taunted, which made Smolder growled at him from that.

“Hey, no fighting.” Applejack said firmly as she pushed the two apart.

"Besides, we're almost to the next destination." Twilight mentioned. "This is going to be a learning one as well."





Back at the obstacle course, one of the alien bounty hunters held up a scanner as he stood in front of it. "This is where the Omnitrix was last activated." He said to himself before he went on ahead, not knowing that the other bounty hunters were following behind.

"For the last of his species, he is very persistent." The tall armor one mentioned before his brother spoke in a language that sounded impossible to translate.

"You can say that again, Sixsix." The female one replied before they jumped down from the ledge.

"This is going to be interesting." The crab-like alien mentioned. "A rock pile like this is better off space dust."

The gray bounty hunter searched through the obstacle as he watched his scanner before looking down to see a can that got stabbed with one of Diamondhead’s shards, which made him stood there in shock as he reached down to grab it, but SixSix used his gear to take it, but the gray bounty hunter grabbed it and snapped it off him as SixSix spoke in his language while the gray bounty hunter ready his blaster.

“Whoa! Big talk for a gearhead,” The crab alien said in amusement.

"Enough!" The female one declared as she got between the two. "We have our objective, perhaps it's best if we stay out of our way. The first one to get the Omnitrix, get the reward."

"I couldn't agree more, Eighteight." The taller one agreed before the big gray Bounty Hunter went up to Sixsix.

"Get in my way again and I'll teach you how to say dismantled." He threatened him before they both put away their weapons. "That goes for the same for you, Sevenseven."

"Then all I can say to you is, see if you can keep up." Sevenseven said before he took off with his jetpack with Sixsix following as the crab drilled underground.

"You're welcome for not wasting your energy on my little brother, Tetrax." Eighteight told the gray bounty hunter, only for him not to respond as he turned to leave. "What, are you still upset about our last job together? You're not the only one who feels guilty about what happened, you know."

“But that still doesn’t change the fact that I lost so much already.” Textrax said as he continued on. “I’m not making that mistake again.” He said as he stepped on a line that caused some more targets to come up, which irritated him as he turned and used his gun and blasted the obsitcal course to bits.

“You didn’t have to do that you know.” Eighteight said with her arms crossed.

"Let's just find the Omnitrix already." Textrax said before he pulled out his hoverboard and flew away.

“Huh, he’s really dense. And not just his head.” Eighteight muttered as she followed after Textrax on her jetpack.





With the heroes, they all exited the chariot as they laid eyes on some sort of ghost town. “Huh, looks like nopony’s home.” Helix said.

“Looks like a ghost town.” Spike commented.

“I’ve read this is Slatterville.” Twilight said. “Incorporated in ancient times after the discovery of silver. Went bust in the late fifties when the mine ran out.” She explained.

"Why does every word that comes out of her mouth sound like a book report? Rainbow whispered to the others.

“I think she’s just trying to educate the students on the road.” Pinkie whispered, which made the group giggled.

"Now, I want each of you to go into town and see if you can learn anything from it." Twilight told the students as she levitated a few papers to them. “This place may not have any silver left, but it still has some history left behind."

“Seriously? Homework?” Helix questioned. “We’re suppose to be on summer vacation.” He complained.

“Yeah. Why did you suggested this?” Gallus questioned as well.

"It's never a wrong time to learn a valuable lesson." Twilight simply replied.

“Yeah, I am not doing that.” Helix said as he tossed the paper away, which Twilight gasped as he walked off. “I’ll just check this place out. Exploring is better than learning.” He said as he walked off.

“Uh, maybe one of us should go and keep an eye on him and make sure he doesn’t blow everything up?” Fash suggested.

“I’ll go.” Sandbar said as he walked off to follow after Helix.

"Wait for me!" Smolder called out as she followed behind him.





Somewhere in an amaband building, Helix entered it as he saw the many objects. “Talk about old school. Look at all this junk.” He said as he looked at the objects around. He picked up what look to be an older wrench before he heard a couple of familiar voices.

“Helix! Helix!” Sandbar’s voice called out.

“Hey dude! Where are you!” Smolder yelled as Helix saw them walking by before he smirked and activated his watch before he transformed, which got the two attention as they turned to the building.





Somewhere in the desert, Sixsix and Sevenseven looked at their tracker as a green light blimp. “Looks like we got something. Let’s go.” Sevenseven said as the two took off.





Sandbar and Smolder then walked up to the building where Helix is in. “Calling all colts!” Smolder yelled out.

“Do you have to be like that, Smolder?” Sandbar asked with a brow.

“What? You know that's just me.” Smolder said in defense as they ventured further into the building. Green slime seem to be falling behind them as they walked deeper into the building. Then a slime got them on their heads as Smolder groaned. “Ugh. Gross.

“What’s the matter, guys?” A pitch voice said as some slime started floating around. “You all looked like you seen a slime of… Goop.” He said as he formed into an alien noid slime with a device on his head as he gave a smile.

“Get over yourself, weirdo. You don’t scare us.” Smolder said with her arms crossed before the ground started shaking. Soon the crab-like bounty hunter burst out of the ground and landed in front of them. "But he kind of does…"

"Where'd he come from?!" Sandbar asked as they stepped back from him.

"Let me handle it." Goop said before his anti-gravity saucer went over to the crab with his goop following behind. "Oh man, you put the 'ug' in ugly."

“Hand over the Omnitrix and I promise you won’t suffer… much.” The crab-like hunter said as he pinched his metal claw.

“Dream on, Claw Boy.” Goop said as he then turned his head to his friends. “What’s he talking about?” He asked in confusion.

"Yeah and, what's an Omnitrix?" Sandbar added.

“I think he’s talking about your watch, Helix.” Smolder answered with a shrug.

"Well, at least we know what the watch is called." Goop said before he looked back at Crab. "Sorry to disappoint you, but the watch and I are kind of attached and won't come off."

"Not for long." Crab replied as his pincers snapped.

"You have no idea who you're dealing with here, pal." Goop mentioned as he took a fighting stance.

“I was just about to say the same thing.” Crab added with a challening stance.

“Oh, yeah? Do you know this one?” Goop asked as he liquidfided and spread out as Smolder and Sandbar gave nervous chuckles as they rushed off.

Crab looked around for any sign of Goop before said alien hero reformed behind him as he was about to strike him, but the Crab turned his head. “You’re as arrogant as you are dimwitted.” He said before his pincher sprayed some liquid at Goop causing him to stay in his morph position.

“What happened?” Goop asked in shock.

“You’re slime is now solidified, making it easier to do this!” Crab called as he realed back and punched Goop, which send him knocking into a wall as he rubbed his head and dodged a leg from the Crab, but then he was wacked and hit the wall as Sandbar and Smolder came to him.

“Oh man. Who is this guy?” Goop moaned while rubbing his head.

“Remember when I said I wanted to be there when you get your butt kicked?" Smolder asked with a nervous tone. "I take it all back."

"Can't you like spread apart and then goop them up or something?!" Sandbar asked him.

"I can't!" Goop replied before he looked at the orange liquid all over him. “Whatever that stuff is, it's keeping me together! I can’t even make a drop of slime!” He said as the Crab walking towards him as he stood up and faced him. “You better keep your claws to yourself!” He called, but then he was blasted back and crashed into the floor as Sandbar and Smolder watches as Crab walked up to him.

“Hardly worth the hunt.” Crab said as Sandbar then saw a lever next to Goop.

“Helix, give him a lift!” Sandbar yelled as Goop turned and saw the lever as he flipped it, causing the Crap to go up and crashed through the ceiling just before the Omnitrix timed out.

"Are you okay?!" Smolder asked in concern for him.

"Yeah, I just didn't see that stuff coming." He said as he shook the slime off of him.

"I say we get out of here before he decides to wake up." Sandbar suggested before all three of them ran out of the building, not knowing that both Textrax and Eighteight observed everything from above.

"It's just an equine youngling." Eighteight mentioned with a scoff.

“Yeah. Wonder how the Omnitrix got on his wrist.” Textrax wondered.





At the Chariot, the three regrouped with the others. “What happened?” Rarity asked when noticing their panicked expressions.

"We ran into some trouble!" Sandbar exclaimed as the three of them took a breather.

"What kind?" Ocellus asked.

"Oh you know, some alien crab thing came out of the ground and attacked Helix.” Smolder told them. “It was after the watch, only it kept calling it the Omnitrix."

“Who called a watch like that?” Fluttershy asked in wonder.

“Well, whatever it is, I at least we know what it is.” Ocellus said.

“Jet let me go Fourarms and I’ll turn him into a seafood special.” Helix said as he tried to get his watch to work, but it was still timed out.

"Uh you just timed out." Smolder reminded him. "And I do not want to be around when he wakes up for payback."

"Looks like we're going to have to cut this studying trip short and get on the road again.” Twilight mentioned before gesturing to the chariot. "Everyone back on, and fast!"

"Well, at least we don't have to study anymore." Gallus mentioned before the all got on and drove off.

Sadbar looked out the window. “No sign of crab guy yet.” He said nervously.

“Well, he better not show up if he knows what’s good for him.” Helix said with a prideful smile as he held up the Omnitrix, but the they looked up the ceiling when they heard a thud and saw a saw cutting through.

“I think we just picked up a hitchhiker!” Fluttershy cried out fearfully as cutting the hole was Sixsix and Sevensven, which made them all scream.

"Hand over the Omnitrix, now!" Sevenseven demanded as his hand transformed into a blaster and aimed right towards them. Twilight stopped athe chariot as they made the two hunters flew off and hit the floor, but then they heard a thud, which caused Twilight to stop as she turned and saw the wheels broke off and saw the two hunters getting up. “Do you really think that could stop us?” He questioned.

“Uh, Yona think we run.” Yona said nervously before Flash noticed a mine next to them.

“In there!” He called as they all rushed up to the mine while Sevenseven and Sixsix felt the ground shook as Crab appeared from the ground.

“Remember me?” Crab questioned tauntingly as the others all went into the mine and hide there as Helix looked at the entrance and saw no enemy coming in as he sighed in relief.





The group soon ran down a mine before Pinkie Pie looked around the corner to see if they were followed. “Whew. The coast is clear.” She said before rumbling sounds can be heard as Crab appeared on the ground beside them.

“Don’t you ever stop saying things like that, Pinkie?” Spike questioned nervously as Crab walked up to them.

“The Omnitrix. Give it to me!” Crab demanded.

Flash then took out a wall and threw at Crab, but hep pinched it to pieces as they all ran away with Crab following while Helix looked at the Omnitrix. “Come on. Do something. Anything!” He pleaded while trying to get it to work.

They then turn a corner as Crab hit a wall as they all ran into an opening as they saw many mines and in a crater. “We’re in the mine shaft!” Ocellus called.

“Now what do we do?!” Applejack questioned.

"I say we get in that Minecart!" Rainbow quickly suggested as she pointed one on a rail line.

They rushed up to the rail line as Rainbow quickly flipped the switch and they jumped on as the rail started moving while the others got onto the rail line as Rainbow flew to them as they were heading towards a tunnel. “What a pathetic excuse for a prey.” Crab said as he was about to cut the line, but he was blasted back by Sixsix and Sevenseven.

They're persistent, I'll give him that!" Flash shouted as all duck down the minecart.

"We need to find a way to get rid of them! We need a plan." Twilight mentioned before Helix noticed the Omnitrix was in the green.

"Yes! Who needs a plan when you have the watch? He asked rhetorically before he stood up and activated it. "I'll take care of these guys!" He then slammed it down and transformed in front of them.

"No, that's what they want you to do!" Applejack tried to warn him as Helix transformed into Diamondhead.

Diamondhead then jumped off the cart as he tackled Sixsix and SevenSeven down as they fall down as the others watched. “Helix!” Flash excliamed as he saw them flying back up as the cart went past them. “Helix, come on!”

“I’ll catch up.” Diamonhead said as he stood up. “First I’ve gotta put some dents on these walking soda machines.” He said as he made daggers. But then he was caught when Crab grabbed his arm and tossed him to a wall as he stood up as the three bountys advanced towards him as they started fighting him, but he was being overwhelmed as Crab tossed him to a wall.

Sevenseven and Sixsix were about to continue, but Crab blocked them. “Back off. That reward’s mine.” He said to them with a determined tone.

"We're the ones who tracked him down and stopped him from escaping, it should go to us!" Sevenseven told him as Sixsix told him in his alien language.

“Well, you two don’t have to get personal.” Crab said before a grenade threw down on them as a smoke appeared and then the three hunters fell to the floor unconscious. Eighteight and Textrax flew in and grabbed Diamondhead as they flew out of the mine. They then entered the abandoned town before Textrax threw Diamondhead to the ground.

"Well, I can honestly say that was embarrassing to watch." Eighteight said with her hands on her hips. "But what do we expect from a youngling?"

“Billions of beings on this planet, most are not of the same species, and the Omnitrix winds up on a fool hardy youth.” Tetrax added.

“Well, like I told your buddies this thing doesn’t come off. I’ve tried.” Diamondhead said as he stood up. “The first time it got to me, I couldn't even get it off with a stick.”

"Of course you couldn't." Eighteight spoke up. “The Omnitrix's power utilizes alien DNA from across the universe, which binds to the host's own genetic structure."

“So it cannot be simply be removed like taking off a hat.” Textrax said as Diamondhead charged at them, but Diamondhead was whacked away. “Your choice of warriors is based solely on brute strength without regard for any strategy.”

"Seriously, do you ever pause to consider your actions at all?" Eighteight questioned as he got up again.

"Hey, I kicked more than my share of alien butt." Diamondhead told them.

“Like what happened in the mine shaft with Crab and my brothers?” Eighteight questioned sarcastically.

“It was three against one!” Diamondhead retorted as he then started fighting them, but Textrax and Eighteight easily blocked him.

“You were moments away from losing your life and the Omnitrix.” Textrax said as he kept blocking his attacks. “Victory should have been swift and effortless.” He added as he knocked Diamondhead back down.

"The Omnitrix is not some toy for your amusement, you know." Eighteight told him as she kneeled down to face him. “It's the most powerful weapon in the universe, with every DNA from every alien that lives in it. It's the key to an epic battle between good and evil."

"Oh yeah, so which side are you two on?” He questioned the two.

“You’re still alive, aren’t you?” Textrax questioned.

“You two are good guys?” Diamondhead asked in surprise.

“Unlike my brothers and Crab, we don’t want the Omnitrix to be used as a weapon.” Eighteight started. "Plus, I was paid triple of who hired me to hunt it down to keep it safe.

“Our mission is to retrieve the Omnitrix at all costs. Since it is attached to you, we will bring you back for it’s removal.” Textrax added.

“Oh, no. I’m not going anywhere.” Diamondhead said firmly.

“It’s not your choice.” Textrax countered.

“It is now.” Diamondhead said as he tackled them to the ground, which made Textrax dropped his board as he grabbed Diamondhead and tossed him aside.

“It’s disturbing how little you know of this alien’s strengths or weaknesses.” Textrax said. “You barely scratched the surface of its potential.”

"And what makes you such an expert?" Diamondhead asked him.

"Show him." Eighteight told Textrax before his helmet went down and revealed himself to be the same species as Diamondhead.

“You’re… me.” Diamondhead said in surprise.

“Wrong. I am a noble warrior. You are an impulsive annoyance.” Textrax said.

“He’s also full of himself.” Eighteight siad in amusement before the Omnitrix deep red and he transformed back into Helix. "Well, we wasted enough time." She then picked up Helix by the tail as he squirmed to get free.

"Let me go!" He demanded before Eighteight noticed something.

"Where's your hoverboard?" Eighteight asked Textrax as he looked around for his board before Crab appeared.

“Looking for this?” Crab questioned as he held up Textrax’s board. “You two are not getting off this planet with the Omnitrix. And just to be sure…”

Sixsix and Sevenseven came around the corner as they held the Mane Six, Young Six, Flash and Spike hostage. "We overheard your little discussion with the Omnitrix Bearer, and we're very disappointed in you sister." Sevenseven told her with a head shake.

“At least I have honor!” Eighteight retorted.

“Well, we followed your example and decided to work together and split the reward.” Crab said as he aimed his pincher at the. “And you two in half.”

"Get down!" Eighteight explained as the three to cover into a building while crab started firing on them. Textrax shielded them with his body as they ran for cover in a building as Eighteight tossed Helix to the floor as the hunters kept firing while Sixsix spoke up.

“Don't blow gasket, metal mouth. I know what I'm doing!" Crab retorted as he continued firing on them.

“By what, shooting blindly?” Sevenseven questioned with annoyance.

Inside the building, Textrax blocked the incoming fire with his body as Helix stood up. "What are we doing?!" He asked the two. "We gotta save them!"

"No we don't." Eighteight told him as she made him sit down. "Right now they're only using them to get to you, which is a bad choice. Besides, you're not strong enough to face them."

"She's right, don't be foolish." Textrax spoke up. "Keeping the Omnitrix secure is the only priority here."

"Not to me, those are my friends out there!" Helix told them.

“You cannot save them.” Textrax said. “You will soon be overpowered and captured. The obvious choice is for us to retrieve my hoverboard so that we may leave the planet.”

“But…”

“Stay here.” Eighteight said firmly to him before she pulled out a purple cube with purple lightlights and a white buttom part. “Time to bring out the heavy artillery.” She said.

“What’s that?” Helix asked in wonder.

“Something to even the odds against them.” Eighteight answered as she turned to Textrax. “Let’s go, partner.”

“Sure thing.” Textrax nodded as the two exited the building as they charged at the three hunters. Eighteight then pressed the button on the cube and suddenly got enveloped in it, slowly moving up her arm like it was merging with her. Sevenseven quickly fired something out of his cannon arm then looked like electromatic shockwaves that hit her and caused whatever substance that was moving up her arm to form back into a cube.

“No!” Eighteight exclaimed as she glared at her brother.

“Sorry, but no way we’re letting you used one of your toy on us.” Sevenseven said as Textrax grabbed Sixsix and smashed on the ground before he took his hoverboard back from Crab as he started flying around and Eighteight used her jetpack as the cube landed near Ocellus.

Textrax then leaped towards Crab as he dodged his claw and quickly grabbed his hoverboard. Ocellus quickly got up and accidentally stepped on the cube, which suddenly activated when it morphed into goo and traveled up her leg. “W-Whoa! What’s happening!?” She cried out as the goo traveled up her body.

“Don’t fight it! Embrace it!” Eighteight exclaimed as she and Textrax flew around as they then started fighting the Hunters.

Ocellus was then slowly confusmed by the goo as she was then have a back color on top with a white underbelly with purple likes on the black spot with a circle spot on her face. “U-Um? What’s this?” She asked while her voice sounds a bit mechanic.

“Hey, Ocellus, you look like one of Helix’s forms!” Sandbar called out.

"A metamorph armor?!" Sevenseven exclaimed before he looked at Eighteight. "Where'd get that?!"

“Let’s say I know someone who llend it to me!” Eighteight called as she blasted Sevenseven away as Textrax grabbed Crab and tossed him into the ground.

Helix watched the fight as he looked down at the Omnitrix as it flashed green. “Alright. Hero time.” He said before he saw that Crab saw him as he ran behind the building as he hid behind a furniture.

“Crab is going to get Helix!” Silverstream yelled in worry.

"And you won't stop him!" Sevenseven exclaimed as he started firing at Ocellus. Ocellus was then surprised as her body bent and stretched many ways to avoid each blast. Inside the house, Carb looked around for Helix as he hid behind a table. Helix then activated the Omnitrix as it was already programmed for Fourarms, but he took a moment to think about what the others had said before.

"Remember to think out there, Helix. Don't try to muscle it. Might isn't always right." He remembered Twilight telling him.

"Think of your surroundings then come up with a strategy." He remembered Flash telling him.

"Your choice of warriors is based solely on brute strength without regard for any strategy." He remembered what Textrax told him earlier.

"Seriously, do you ever pause to consider your actions at all?" He remembered what Eighteight asked him. Helix knew that they were all right as he decided to go for a different approach when he turned the ring for a different alien.

Crab searched before a flash was shown. Which he destroyed the table, but saw Helix wasn’t there. On the ceiling, Helix, who is now Greymatter, climbed up before he landed on Crab’s head, who was trying to get him off. “Get off me you tiny, little…!” He cried as Graymatter then started pulling on the wire.

"There must be a nerve cluster in here somewhere." He said to himself as he fiddled around with the wires. He then grabbed some wires and started pulling, which caused them to tear and made Crab malfunction. Once he pulled out all the wires, Crab's head spinned while smoking and fell to the ground. “One down.” Greymatter said as he hopped away.

With Sevenseven, he kept blasting at the heroes to keep them at bay while Ocellus looked at herself. “Uh, how could Helix control this form?” She asked nervously.

“Focus on your opponent! And then think of a weapon of defense and attack it!” Eighteight exclaimed while she was helping Textrax fight Sixsix. Ocellus looked at herself before she took in a deep breath and focused. Her whole body then began to shift as he became an hourglass figure that looked more like an armor with boots, gauntlets and a helmet.

“Wow! Now that is awesome!” Rainbow exclaimed in excitement.


“Ocellus just hit the armor jackpot!” Gallus exclaimed in awe.

“It’s called Mechamorph armor for a reason! Now use it and fight my brother!” Eighteight exclaimed while still fighting Sixsix.

Ocellus looked uncertain for a sec before her front hooves morphed into hands before they became blaster cannons. “Wow. These are pretty cool.” She said as she then aimed her cannons at Sevenseven, which they sent a shockwave at him. He screamed as he felt the shock coursing through his armor before falling to the ground with electric shocks. “Okay, if this is how Helix felt everyday, I can see why he’s so excited all the time.” She commented.

Sixsix then quickly grabbed Eighteight and Textrax as he flew them up and headbutted them to the ground as Greymatter gasped before Sixsix saw him and brought out his wrist missile to fire on him before Flash grabbed him by the back. “Helix, run!” Flash called before Sixsix flipped him to the ground.

Sixsix then took out a buzz saw and looked ready to finish off Flash. "No!" Twilight called out with so much worry before Greymatter jumped onto his jetpack.

"Guess who!" He exclaimed to get his attention before Sixsix tried to reach for him.

“We told you to stay out of our way.” Textrax said firmly.

“Uh, Textrax, he’s a Galvan, you know that?” Eighteight asked with a knowing tone.

"I wonder what would happen if I did this!" Greymatter then pulled some wires from Sixsix's jetpack and caused to take off uncontrollably. They flew around as Sixsix landed on the ground and slid across the dirt before he stopped next to Crab and Sevenseven as Graymatter turned and saw the water tower falling as he quickly moved out of the way.

“I hate this planet,” Crab muttered.

“Ditto, crabby.” Sevenseven grunted before the water tower fall on them and water spilled out.

“Only one way to beat the desert heat don’t you think?” Graymatter asked as the others walked up to him.

“Pretty smart… for an equine.” Textrax commented as Graymatter nodded. Eighteight then brought out a cube, which then floated towards the three soaked bounty hunters as they were consumed in the cube before it shrank down as Eighteight picked it up as the Omnitrix timed out as Helix returned to normal.

"I think we should go now." Eighteight mentioned.

"What about this?" Helix asked as he held up the Omnitrix on his hoof.

"And how do I get this thing off?" Ocellus asked as she gestured herself in the Mechamorph armor.

“Oh, that’s simple, just press the button on the center of your chest and the armor will retract.” Eighteight said as Ocellus pressed the button on her chest and then the armor retracted and reverted back to cube form. Ocellus then picked up the cube before offering it back to Eighteight. "Eh, you can keep it. With the bounty that's on my brothers’ and on Crab's head, plus the payment I got from who I got it from, I'll be able to buy myself a new one. I have a feeling you're going to need it if you want to help out your friend here."

“As for the Omnitrix, it's in good possession for now." Textrax mentioned before offering Helix his hoverboard. "This could be of some use for you in the meantime."

"Whoa, really?!" Helix asked excitedly as he took the board before he had a confused look on his face. "Wait, I thought you needed this to get off the planet."

“Selective disinformation.” Textrax said with a smirk.

“Huh?” Helix asked in confusion.

“He means he lied.” Fluttershy answered as Textrax and Eighteight walked forward as they turned to the others with a nod before Textrax's helmet was put up. They both then pressed a button as they glowed red and disappeared.

"Looks like you just got yourself a partner." Ocellus mentioned to Helix as she held up the Mechamorph cube.

“How come you two get the cool alien stuff?” Smolder questioned.

“Fits my style.” Helix said pridefully.

“I guess it’s fate?” Ocellus added with a shrug.

“Right." Smolder said with an eye roll. 

“Well, let’s go everyone.” Twilight said as they walked off. “We got a Chariot to repair and a trip to continue.”

“And who knows, maybe something else might appear along the way.” Pinkie said with a cheerful smile.

“With how our trip is going, I think it’s only a matter of time.” Applejack commented as they walked back to their Chariot.

“Although it looks like we're going to be stuck here for a while.” Twilight mentioned as she remembered the damage done to the chariot. “So I guess that means you all will be able to do the assignment after all." They all groaned, except for Ocellus, as they were hoping to get out of doing a bit of homework.

“Oh, now I’m wishing I was taken by those bounty hunters.” Helix moaned as the others giggled at the young’s reaction.





In the space shuttle, the alien squid watches the monitor as a red flash left the planet and took off at lightspeed as he growled. “Betrayed.”

“Sensors indicate the Omnitrix is not with the merchenaries.” The drone informed.

“It would appear the creature who possesses the Omnitrix is as clever as it is fierce.” The alien squid said as he took deep breaths. “But I shall not be denied. How soon will the modifications I requested be complete?"

“Best estimate, about three, maybe four weeks until completion.” The drone answered.

“Make sure it is done. For I will obtain the Omnitrix myself, when the time is right.” The alien squid said as he took more deep breaths with a determined expression to get the Omnitrix, no matter the cost.
> Chapter 5: Mad with Powers
> --------------------------------------------------------------------------

The group had arrived in Manehattan as their Chariot was parked outside of a hotel while they stood in front of the front desk. "I told you that coming here would be the perfect spot to rest." Rarity mentioned with a flip of her mane. "The hotel has everything for us. An indoor swimming pool, a full day spa--"

"Calm down Rarity." Twilight interrupted. "We're only staying the night."

"But still, it is a very fancy hotel." Sandbar mentioned while Helix let out a broad yawn. But then something caught his eye in a different section of the lobby. He saw a banner of his favorite series with a security guard standing in front of the section.

"No way!" He cheered before he raced over there. "The new Celestial Knight video game is in there!" Before he could go any further, a hoof was put in front of him by the security guard.

"Pass?" The security guard asked before Helix checked his saddlebag.

"Uh, must have left it inside." He lied before he looked up at the guard. "I'm one of the game pros testing out the system."

"VIPs only kid." The security guard told him. Helix frowned before he walked back to the group.

"Helix, I know what you're thinking and don't." Flash told him. "You are not sneaking in that room to play that video game."

"I won't, I promise." Helix replied before they all went to the elevator. But he had a grin on his face as he looked down at the Omnitrix. Soon of a familiar green slime was seen moving on the floor. “But he will.” Goop said as he slithered towards the game system. “The ultimate sneak slide, with the alien with the most slime.” He said as he started up the game.





At the elevator, the group is about to enter but stops when they notice one pony is missing. “Where’s Helix?” Twilight questioned as they looked around for any signs of him.





"Yes! New high score!” Helix cheered as he was no longer Goop and was playing it for hours until the security pony grabbed his shoulder to get his attention.

“What do you got to say for yourself, kid?” The security stallion questioned firmly.

“Uh, game over?” Helix asked nervously.





Not long after, the security tossed the suit cased out with the others outside. “And never come back!” He yelled as he enter the hotel.

“I told you not to sneak in there,” Flash said to Helix with a disappointed look.

“Well, if you wanna get all technical about it.” Helix said with a look.

“I never even got a chance to take a shower in a real shower, for the first time all summer!” Rarity yelled. “Plus, they had a spa. A spa! Nice going Helix!” She scolded as Helix glared at her as he walked off.





Back at the Chariot, the others looked at Helix. “How am we supposed to trust you if you keep misusing the watch?” Twilight questioned.

“Exuse me! I used it a hundred times for good. Why can’t I use it just once for me?!” Helix questioned as he looked at the watch.

“It’s not how many times you use it, Helix. It’s how you use it.” Fluttershy said.

“It was no big deal, if they're going to get mad over me just playing a video game.” Helix said with an eye roll.

"To you, and that's all you care about." Flash said with a stern tone. "That's it, you're grounded. No more Celestial Knight stuff for three weeks. No comics. No trading cards. No--"

"Fair!" Helix interrupted with a mad look. 

“Neither is getting booted from a four star hotel that we already paid for!” Rarity yelled.

“Fine, take it out of my allowance!” Helix retorted.

“You don’t get an allowance.” Spike said to him.

“Stay out of this!” Helix and Flash yelled, which made Spike flinched and shrink down.

“This is my vacation, too! You can’t always tell me what to do! You all aren’t my parents.” Helix sneered with narrowed eyes as the Mane Six and Flash flinched by that while the Young Six and Spike were shocked by it. "Not only that, but this vacation was also supposed to be you and me, Flash! But you've been spending all your time with Twilight instead of your own cousin! Plus, I've always been risking my flank to save others, I deserve to have a little fun once in a while!"

“But you ha… Uh, well, um…” Flash stuttered while trying to find the right words.

“Yeah, that’s what I thought.” Helix said bluntly. “You can’t even admit that you have been neglecting me this whole trip.” He said as he stood up and walked to the back of the chariot. “So why bother?!”

"I'm going back to the hotel to see if I can get the money back.” Flash said as he looked away from Helix.

"Don't hurry!" He shouted before he slammed the door behind him.

“He’ll be fine.” Gallus waved off as Flash looked down in a hurt expression as he walked off before they heard trashing noises.

“Not fair! Not fair! Totally not fair!” Helix yelled as the others cringed at him, throwing things.

"Well, at least he's not going alien while doing that." Ocellus mentioned with a small smile.

"I'm gonna talk to Flash." Twilight spoke up before she looked at Applejack. “Do you think you can ask your aunt and uncle if we can spend the night with them?"

“They always welcome my friends and family, Twilight. I’ll try and reach out to them. I’ll be back.” Applejack said as she walked out as Twilight followed.

Helix came out from the back of the chariot with an angry look before he walked to the door. “Where did you think you're going?” Fluttershy asked.

"What does it look like?" Helix asked rhetorically. “Out of here!"

"Maybe you kids should watch over him till he cools off." Rarity suggested to the Young Six.

“Uh, you do know we are lucky that he didn’t go alien after that fit, right?” Silverstream asked nervously.

"I still have my Upgrade armor though." Ocellus recalled as she held up the cube. "But we should still talk to him instead."

“Yeah.” Sandbar said in agreement. “And Smolder, don’t try and insult him further.” He quickly said.

“Hey, since when do I do that?” Smolder questioned before the others raised a brow at her before she groaned. “Okay, fine. I won’t. Let’s go.” She said as she and the Young Six walked off after Helix.

“You think Helix would be okay?” Pinkie asked in concern. “He has been feeling rather down the sugar since this trip before he got the Omnitrix.”

“The squirt is just throwing a fit, Pinkie. He’ll walk it off.” Rainbow waved off.

“If he doens’t be such a ruffian.” Rarity said with a huff.

“I think it’s more than that girls.” Fluttershy said in thought. “I think he just feels neglected by Flash not spending time with him.”

"I kind of felt the same way about Sweetie Belle and my work.” Rarity mentioned as she realized this was kind of similar.





The Young Six followed Helix to a gaming arcade where they found many video games to play. Helix was at a baseball video game as he readied the controller bat, but when the pitcher threw the ball, game over appeared on the screen. "What?! I just started to play!" He complained before an employee walked by. “This game ate my tokens!"

“Read the sign, kid. It saids play at your own risk.” The employee said as he walked off.

“This place is a rip off, you know that?!” Helix retorted with a glare.

“You’re right. The games here stink.” An earth pony colt with a black coat and gray mane said behind Helix as he leaned on one of the games.

“Yeah, but not as bad as his breath.” Helix said while waving his hoof in front of his muzzle. “Major case of sewer muzzle.” He joked as the colt laughed.

“You’re funny.” The colt said before he placed his hoof on a game console. “Here, you owe me one.” He said as his hooves somehow gave an electric charge, which caused the tokens from the machine to fall off.

“Whoa! How did you do that?" Helix asked the colt. "You’re not even a unicorn.” 

“Let's just say I got some skills, and so does my friends." The colt replied before a blur ran past the two and seemed to be playing every game in the arcade before stopping in front of them. She was wearing a hoodie but Helix recognized the legs and tail as they looked like XLR8's but slimmer, almost as if they were younger.

"Played all of the games and got all the tickets.” She spoke in a young female voice.

“Wow. She’s fast.” Helix said in amazement.

"That's Helen for ya." A boy's voice mentioned before Helix turned around to see another hooded figure only he looked taller than the other one and he could tell his face was red as Fourarms. "I see ya got us some extra tokens. The prize counter will be out of prizes once we're done. You going to help me with them, kid?" Helix smiled before they both lean down to pick up the tokens.

The Young Six came in from behind Helix after they saw that. “We can’t take those. They’re not ours.” Ocellus pointed out.

“Well, they are now after getting out of the machine,” Helix said as he helped the hooded boy with the tokens and grabbed some for himself. “Thanks, guys. I’m Helix Watch.” He greeted them.

“Powers.” The black mane colt greeted.

“Name’s Manny.” The hooded figure said.

“And you already know I’m Helen Wheels.” Helen said with a smile under her hood.

“So, you guys wanna play some laser tag?” Helix asked them, but then the three spotted some punk Griffins walking their way.

“Ah, nah man. We’re good. We gotta bail.” Manny said as the three then walked off.

“They’re total trouble,” Smolder said with her arms crossed.

“They seem okay to me.” Helix said as the three griffins pushed past them as the three were blocked.

“Long time no see.” The fourth griffin said to them. “Where you goin’, freaks? Home to recharge your batteries?” He questioned as they grabbed them. Helen tried to run away before a punk minotaur picked her up by the tail.

"You three need help?" Helix asked with a determined look before one of the griffins let out a scoff.

“They’re gonna need a lot more than you.” The griffin said before he pushed Helix away as he fell to the floor. “Now, beat it."

“They are not nice.” Silverstream noted as Helix stood up.

“Well, I’ve got some skills, too.” He said as he looked at the Omnitrix and rushed off.

“Wait! Helix! Don’t!” Sandbar called out as Helix hid behind a vending machine as he activated the Omnitrix and programmed XLR8. After the faceplate pushed back in the ring popped up, he slammed it down and was enveloped in a green light.

"So, how's your hangout?" Powers asked the griffins and the minotaur. "Still trash like we left it?"

"Yeah, and now you three are going to pay." The first griffin growled at them. "Even with those freaky powers of yours, none of you can take this on your own, freaks."

"But I can." They all turned to see XLR8 standing tall while Helen was shocked to see another one of her kind here.

“A relative of yours, speedy?” The Minotaur questioned as he lifted up Helen. XLR8 didn’t even hear that question as he superspeed to one of the griffins, catching him in a cyclone as he screamed before falling and XLR8 whacked him to a wall before running off.

“Where’d he go?” The other griffon asked before one by one, they were all knocked to the otherside of the room as the Minotuar who was still holding Helen was shocked to see them being piled up. He dropped Helen as he stepped back before XLR8 turned him around to face him before his visor went up.

“Nightmare Night, what a fright." He said with a smirk before the Minotaur screamed and ran away. The three of them looked at XLR8 as he waved to them before he rushed off.

"Wait!" Helen called out before she chased after him, but when she got outside, she couldn't find where he went.





Once Helix timed out, he was outside the Young Six. “Can’t believe Helix went alien.” Yona said to Helix.

“They helped me. So, I helped them.” Helix said with his back turned to them. “Didn't your teachers teach you to ever pay it forward?"

"Did you see what that guy did to those losers?” Powers asked Helix excitedly as him and Manny walked up to them.

“Yeah, dude’s name is XLR8.” Helix said with a small smile. “In fact, we’re pretty tight.”

“Sweet man.” Manny said just as Helen ran back to them with a sad look on her face.

"He's gone and I looked all over the city." She said with a sad tone.

“Ah, don’t worry, Helen. At least you know there’s another out there.” Manny assured her. “Who knows, maybe he might be around somewhere. He is as fast as you.”

“I guess you’re right.” Helen said with a down look.

“Wait, what do you mean by ‘another out there’?” Gallus questioned. “Aren’t you guys weirded out by the sudden speedster appearing in an arcade?”

“Let’s just say that we’ve seen weirder things.” Powers said to them. “And trust us, we’re used to it.”

“You too? Join the club.” Smolder muttered.

“Hey, want a tour of Manehattan?” Powers asked them.

“Helix, if you keep our teachers and your cousin waiting any longer, they’re going to pop another gasket.” Ocellus pointed out.

"We need to get back to them now." Silverstream added before Helix glared at them.

"Don't you mean 'you' need to go?" Helix glare at them. “Since the teachers loved you six, you should go while I explore. Besides, nopony asked you to follow me.” He leered.

The Young Six were shocked by his words as Smolder then turned away and walked. “You’re on your own.” She said while the others looked at her in surprise.

"Good, that's the way I want it!" Helix replied before following the three.

The rest of the Young Six watches in shock while feeling hurt. “I think Helix is still steamed.” Silverstream said.

“You think?” Gallus questioned with a brow.





On the streets of Manehatten, Helix was talking to his three new friends. “So, how did you three get your powers?” He asked them in wonder.

“We were born with them.” Helen answered. “We just sorta used them sometimes to get around. For me, you can tell it’s superspeed.”

"Well, I was born with not only super strength…" Manny started before he took off his hood to reveal his extra arms underneath his upper ones. "But also I have four arms."

"Cool." Helix complemented, knowing personally how it feels to have extra limbs and strength before he looked at Powers. "And what about you?"

"Me? I'm like an energy sponge.” Powers told him with a proud smile. “Motors, air conditioners, lights, batteries, whatever. I pretty much absorb anything that has energy. I soak it up and dish it out when I have to… or if I want to."

"Come on, we'll show you where we live." Helen told Helix as she took him by the hoof and guided him forward.





Back at the chariot, Flash, who came back from the hotel to get his money back, was sitting on the table with a sad look as he sighs, feeling sad for what Helix said to him while also seeing that it was somewhat true. “Why couldn’t we just have a fun time?” He muttered as Twilight and the girls watched from behind while giving a sad look.

“I don’t understand.” Twilight said with a confused look. “This trip was supposed to be fun, thrilling, a way to bring us closer. But for Helix, it seems to be the opposite.” She said.

“Twilight, have you even been paying attention to Helix’s expression before he found that watch on his hoof?” Rarity questioned with a brow.

“Um, I was too busy planning our trip and schedule to even notice how Helix is doing.” Twilight said with a sheepish look.

"He's had it pretty hard when his parents disappeared." Flash spoke up. "He didn't really get along with his other cousin and his grandfather watched over him. The only times he had so much fun, is when I'm around.”

“But wasn’t that what you’ve been doing all this time?” Rainbow questioned in confusion. “I mean, since this trip started, you were always around him.”

“I don’t think I’ve been paying attention to him,” Flash said as he sighed. “I guess I was too distracted lately. Especially with helping him with that watch, I guess I never really did gave him at least some fun.”

“He has been pulling his own weight when it comes to saving ponies." Fluttershy mentioned. "Like the time the Krakken attacked the docks and we all saved her eggs."

“Or that time when he faced a evil animal freak scientist, and when we pushed him away to even get a gold card to complete his collection.” Rainbow said with a cringed.

“And most recently from last chapter, he had to face at least three Bounty Hunters who were attacking him.” Pinkie added with a cheerful smile. “Which didn’t turn out well before the end.”

“Oh my. He has been through so much.” Rarity said in realization.

"I guess we have been putting too much pressure on him." Flash said with his ears dropped back. "He's only a colt…"

“With so many responsibitiles on his shoulder. I know how that feels.” Twilight said with her ears dropped as she walked up to Flash and put a wing over him. “I think we should go easy on, Helix. With what happened since the beginning of our trip, it seems fair we should least let him have some fun and to at least feel good about something.”

“Yeah. I guess. He hardly got notice by the public for his hero deeds even though he’s suppose to be kept secret and safe, but in reality, he hardly even get appreciated.” Flash said sadly. “We need to make it up to him.”

“If he comes back that is.” Applejack said with a brow. “He did took off in a huff.”

“I’m sure he’ll be back.” Spike waved off. “The students are with him.” He said before the Young Six came in, but they saw no Helix.

“Where’s Helix?” Flash questioned them as they flinched.

“Uh, yeah. About that…” Sandbar started.





Meanwhile, Helix followed the three into an abandoned Subway tunnel until they came across some sort of makeshift home filled with a few TVs, a video game console, and a poster of two anthro ponies wearing armor with swords in their hands.

“This is where you guys live?” Helix asked in surprise.

“Yeah, by ourselves.” Helen said.

“What about your families?” Helix asked in wonder.

“They’re long gone.” Powers waved off. “Apparently, they weren’t thrilled about having a freak for a son.” But it just means we don’t answer to no one.” Powers said with a smile.

"I don't exactly remember my parents." Manny said it was a shrug as he sat down on an old couch.

"I had a brother, but he left two years ago to look for our parents.” Helen mentioned before she looked down with a sad look. "But, I haven't seen him since."

“I know how you feel.” Helix said, knowing that feeling. “So why were those gangs after you guys?”

“We kinda trashed their hangout by the 39 street bridge by accident.” Helen said sheepishly. “Anyway, what about you, Helix?”

“Yeah. Sounds like your teachers pretty steamed at you, man.” Manny added in wonder.

“Like usual as well as my cousin.” Helix said with a glare. “And all I did was sneak in and played the new Celestial Knight video game that was only meant to be played by VIPs.”

"The new one that won’t come out until Heartswarming Eve?” Powers asked with a surprised tone.

"Yeah, that's the one." Helix replied.

"Dude, not cool that they hogged the coolest game of all time.” Manny spoke up.

“I know, right!” Helix said before he gave a sad look. “I’ve been on the road for a while and to be honest, I hardly got anything cool lately.”

“Wow, that’s sad, Helix.” Helen said in sympathy.

“Yeah. And I wanted to spend time with my cousin, but he barely even payed any attention since his marefriend and her friends and students join the trip.” Helix said while looking away in sadness. “Things just don’t seem to come my way.”

The three looked at each other before Powers got an idea as he smiled. “If it make you feel any better, we know something that will cheer you up.” He said to Helix.





Later that night, the four of them went to the docks as they made their way to a warehouse. "I just got a tip that a new shipment just came in." Powers whispered to them before he went up and put his hoof against the door. He then used his power to absorb power from the lock. “Manny, help me get the door.” He said.

“Sure thing.” Manny said as he cracked his knuckles and punched the door down as they entered, not noticing a silent alarm was beeping as Powers turned the light on.

“Whoa!” Helix said in awed as Helen searched through the warehouse at high speed before finding the Celestial Knight games.

"Found them!" She called out before pulling one of them out of the crate.

"Check it out, Hartswarming just came early dude.” Powers told Helix as Helen tossed him the game.

"Alright!" He exclaimed excitedly before smoke bombs were thrown through the glass windows.

“Rats, it’s the fuss!” Manny exclaimed as they coughed from the smoke.

“What do we do?” Helix asked them.

“Get out of here!” Powers exclaimed as they search for an exit.

“Helen, can’t you get us out of here?!” Manny asked.

"Not all of you!" She replied before Powers spotted an electrical plug and went over to it. Helen and Helix found another way out before a couple of S.W.A.T. ponies bust open the door as Powers absorb some energy.

“Freeze punks!” The swat pony called as Powers went to the forklift and used his powers. 

“Time to rev things up.”" Power quipped as he sped up the vehicle and ram the swat pony as he crashed into some boxes.

"Come on!" Manny called out as the three ran out of the building, but a few police chariots surrounded both ends as they raced back inside the bulding and hid behind some crates. “Great, no way out.”

“And I can’t leave you guys behind.” Helen added.

“Any ideas?” Powers asked.

“Only one.” Helix said while looking at his watch. “But can you guys keep a secret?”

“Sure.” Powers said.

“Dude, have you seen us? We keep secrets,” Manny pointed out. “We have your back so far!" Helix then activated the watch and cycled through the different forms until he grinned at the one he wanted.

"What are you doing with your watch?" Helen questioned before they saw a ring popped up when the faceplate moved back and he slammed it down. He then transformed right in front of them into Jetray.

“Whoa, dude.” Manny said in shock.

“You are…” Helen trailed off.

“A giant manta ray." Powers finished

“I know.” Jetray said before turning to Helen. “Helen, you take Manny and super speed out of here. I’ll take Powers and fly out of here.” Jetray then grabbed Powers with his feet and flew past the SWAT team. Helen then took this opportunity to grab Manny and run out of there while the pegasi SWAT team chased after Jetray.

“Oh, yeah!” Powers cheered as he placed his hooves on the water. “And ponies called us freaks. How’d you do that?”

“Tell you later.” Jetray said as the Pegasi chased after them as Jetray flew around the statue of pony before vanishing.

“Where’d they go?” One of them asked as Jetray hid on the lower part of the statue.

“I’m running out of time. I’ll lose them in the city.” Jetray said as he flew off as the Pegasi saw them as he flew deeper into the city before lowering himself, going through obsitcals as he kept being chase by Pegasi while flying over the Chariot.

“Any sign of him?” Flash asked the others in worry.

“Not yet. He could be anywhere.” Twilight said.

“You think we would see someone who can go alien close by.” Rainbow muttered.

Jetray and Powers kept flying as they hit the screen as he tried to outfly the Pegasi. “I can’t shake’em!” He cried before seeing the traffic of chariots. “I’ve got an idea.” He said as he flew down and quickly hid in a tunnel.

“Get them on te otherside.” The pegasi ordered as they flew to the otherside of the tunnel, but saw no sign of them. “Where’d that thing go?” He questioned as coming out from in a lone chariot was Helix, who timed out, and Powers as they saw that they ecaped the Pegasi.

“Yeah!” Powers cheered.





They soon ran down an alley before catching their brand just as Helen and Manny found them. “So glad you guys made it out okay.” Helen said with relief before she looked at Helix. “Now about that thing you just did."

"Does it have something to do with your watch or something?" Manny asked as he pointed towards the Omnitrix. "Does it let you change into that manta ray thing whenever you want?"

"Not just Jetray." Helix told him before gesturing to the Omnitrix. “It sends out a special energy so I can turn into ten different aliens."

"Ten, so that speed guy in the arcade with you?!" Powers asked in shock.

"And you said aliens, you think that's when I am? You know, considering you changed into what I look like." Helen added.

“Well, yeah.” Helix nodded.

“Dude, you rock!” Manny exclaimed while patting Helix’s back. “But, how is it that you can transform back?"

"It wasn't by choice.” Helix told him. "It's sort of got a mind of its own and it times out. Now I have to wait for it to recharge and be in the green again before I can transform again." Powers looked at the watch with interest before he looked back at Helix.

"Give it to me, maybe I can make it work." He told him.

"I can't, it's stuck on my hoof and won't come off." Helix explained. “Believe me, I’ve tried to take it off.”

“Still, your powers are pretty cool.” Helen said with a small smile. “You know, I never had anyone play tag with me because of my speed. Maybe we should play sometimes?” She suggested.

“Maybe.” Helix said with a small smile.

"I got an idea that's even better, we should be a team." Powers suggested. "I mean think about it, with all of our powers combined we get to do whatever we want whenever we want, totally cash in.”

“Mmm, well, we are trying to survive.” Manny said in thought. “So, I guess we should give it a shot.”

“Well, maybe.” Helen said uncertainly.

“What do you say, Helix? Friends?” Powers asked as he offered his hoof.

Helix looked at Powers’ hoof for a moment before he smiled and accepted it. “Friends.” He said as the two shook hooves.





At the Chariot, the others are searching through the streets for any signs of Helix. “Okay, we know Helix was upset but we didn’t know he was that angry.” Silverstream said in surprise.

"And you said he went with a young Fourarms named Manny, a female XLR8 named Helen Wheels, and a colt called Powers?" Twilight asked strictly.

“Well, that’s what their name was when we saw them.” Gallus said with a shrug.

“To be honest, we were surprise that creatures like Helix’s aliens are here in Equestria.” Sandbar said in surprise.

"I bet they're a bunch of no good darn crooks and roped Helix into somethin' bad!" Applejack theorized.

“We shouldn’t judge them by their looks, Applejack.” Fluttershy said to her.

“Well, Helen and Manny seemed okay to us.” Ocellus said to them. “Though with Powers, he seems a bit off.”

“Well, we just have to keep looking.” Flash declared with a seirous look. “No one poison my cousin’s mind!” He called.





Meanwhile, the four of them went into a subway stop until Powers pointed to the tracks. “Check it out." He told them before he looked at one of the lights. "Give me a boost, Manny, I need to recharge.”

“Sure thing man.” Manny said as he lifted Powers up, who then absorb some powers from the lights as he came down and used his powers to turn a railing on the tracks.

“What are we doing, Powers?” Helen asked.

“A money train loaded with cash comes down this track.” Powers started with a smirk. “So when it crashes into the oncoming passenger train, boom! Instant jackpot! You, Helix, turned into tha XLR8 guy to help Helen carry us and we’re out of here.”

“But hundrends of innocent creatures will be killed!” Helix pointed out.

“Hey, ‘no pain, no gain’.” Powers shrugged.

“Powers, this is not what we agree on!” Helen called.

“Yeah, man! We can’t do this!” Manny added.

“Sure we can. I just switched the tracks.” Powers said.

“We mean, we’re not gonna let you do this.” Helix said seriously.

“We shook. We’re a team.” Powers said to them.

“Sorry, Powers, but this is going way too far.” Helen retorted.

"Yeah, if we're supposed to be a team, we should all agree on something and we don't agree on this." Manny told him as he was about to reach for the track switch. Powers however pushed him back with no problem as electricity flowed through his hooves.

"You forget which one of us took us all in when no one wants us?!" Powers explained before Helix stood in front of both Manny and Helen.

"Back off, just because you have these powers doesn't mean you get to use them however you want just to hurt others!" He shouted at Powers.

"You don't get to tell me how to use my powers, watch colt!" Powers growled.

“You care for no pony but yourself." Helix muttered.

“You talking about me?!” Powers questioned.

“No! I’m talking about me!” Helix exclaimed as he moved towards Powers, but the earth pony grabbed him and tossed him next to Helen and Manny as he charged up his powers.

“Oh-ho-ho, you do not wanna make me mad.” Powers said in amusement.

“Me neight.” Helix said as he saw the Omnitrix is recharged. “We're switching the track back!” He said as he activated the watch and programmed Fourarms. “Time to go Fourarms.” He said as he slammed his watch down in a flash of light as the three watched as Powers glared while Manny and Helen watched in awe as Helix transformed into Heatblast. “Ugh. Dumb watch.” He muttered.

“Not who you were going for, man?” Manny asked.

"Like I said before, it's got a mind of its own." Heatblast repeated before he aimed his hand right at Powers. "But it doesn't matter, now switch the tracks back!"

"Or what, you're going to burn my dinner to ashes?" Powers joked with a brow.

"I suggest you listen to him." Helen told him with a determined tone as she and Manny stood by Heatblast. "You're the one who's outnumbered."

“And believe us, you’re at a disadvantage,” Manny said as he cracked his knuckles. 

Powers then ran towards the junction box as he used his powers on it, casuing all the lights and maps to break and go out as the three saw that Powers was gone. “Where’d he go?” Heatblast questioned.

Then Powers came out from behind as he then jumped onto Heatblast, who he tried to shake off. “Powers, get off! You’re gonna burn yourself!” Manny called.

“Not if I do this!” Powers called as he used his powers on Heatblast as he can feel energy coursing through him, which made him scream and was flung back.

“Powers!” Helen cried out as the three looked in concern before they were blasted back by a fireball.

"What…?" Heatblast questioned before the all were shocked to see what Powers had become. His back hose had changed to look like Heatblast's feat while half of his top hoof was his arm. Half of his body was covered in molten rock while his head resembled closely to Heatblast

“Sic. I absorb energy, remember?” Powers questioned with a smirk. "That includes energy from other creatures."

“Powers, you don’t have to do this.” Heatblast said as they stood up as they tried to attack, but Powers blasted them down using his own fireballs as each of them grunted from the hit.

“It’s time I got what’s coming to me. Nopony’s calling me a freak anymore.” Powers declared as the money train and passenger train were heading their way as Powers smirked. “Pay day.” He said as Helen, Manny, and Heatblast looked in horror.

Heatbleast thought quickly as he turned to Helen and Many. “Helen, Many, on me!” He called as the two nodded before Heatbleast shot a fire beam at the switch, putting the tracks back into their position as the trains turned to another direction. Heatbleast then created a fire wall around high and the two aliens as they vanished. Powers tried to chase after the money train but turned to see that his three enemies were gone.

"Forget the money, time to get some personal revenge!" Powers growled as he clenched his fist.





Meanwhile, Heatblast, Helen, and Manny used the fire tornado to hop on the money train as they held on tight. Both Heatblast and Helen lost their grip as they were about to slide down the train before Manny quickly grabbed them and he winced from the pain of Heatblast's heat.

“You can handle the heat, Manny?” Heatblast asked.

“Trust me, I could!” Manny called. “Thick skin!”





On the Chariot, the others are listening to the radio. “And expect delays on the uptown subway lines near 51 street. There have been reports of fires breaking out all over the tunnels.” The radio said as the others went eye wide at the info.

"Twilight!" The others called out realizing who it was was creating that fire.

“I know!” Twilight said as she turned the chariot around.





Back with Heatblast’s group, the Omnitrix then started beeping, much to Heatbleast’s displeasure. “Oh man. I hate that sound!” He called before he transformed back before Many quickly grabbed him and used his third arm to grab the hole. "I really hate when that happens!"

“Hang on, guys!” Manny called before the Chariot going at high speed is heading towards them.

"Who's that?!” Helen questioned when they saw the chariot.

“That’s my friends!” Helix exclaimed in joy as Flash got out.

“Helix! Hop on!” Flash called before he saw a sign heading towards them. “Hurry! There’s not much time left!”

“What do you…” Manny tried ot say but was cut off as he and his two friends looked and saw the sign heading towards them.

“Oh, that’s gonna hurt, alot.” Helen muttered as Manny managed to stand up while holding Helix and Helen.

“Jump!” Manny called as he jump onto the Chariot pefectly before the sign hit them as Twilight drove the Chariot off.





A little bit later, Twiligh parked the Chariot, Helix had just explained what happened while looking down from the others. “We swear that once we found out that Powers was going to hurt others just to get money, we were completely against it." Helen finished explaining.

“Trust us, before, we were only trying to survive out in the streets.” Manny said with his arms crossed. “If we had known about him hurting others, we would’ve been against it and tried to stop him.”

“If there’s one thing we learned, it’s all about trust.” Fluttershy assured them. “We’re glad that you were against Powers’ plan.” 

“Then trust us that Powers’ probably misuing Heatblast’s power right now.” Helix said in concern.

“He’s right. There’s no telling what he could do now with that kind of power.” Flash said in agreement.

“But where do we find him? He could be anywhere.” Rainbow pointed out.

"Actually, we think we know exactly where he's heading." Helen mentioned with a worried tone.





Underneath the 49th Street bridge, bursts of flames erupted as the gang underneath backed away in fear of Powers. "Come on man, we can talk this out!" The griffin leader said in fear.

Powers just glare at them. “I dn’t think so.” He said as he ready his fire arm.





At the Chariot, it was stuck since there was traffic blocking their path. “Oh come on!" Twilight complained.

"Going Jetray!" Helix declared as he activated the omnitrix. "See you at the 49th Street Bridge!" He then slammed down the watch as he was enveloped in a green light, but when it died down he was Spidermonkey. "Oh man. This one has four arms, but not the ones I wanted before." He complained.

"Let's go!" Helen called out before she raced out of the chariot. Spidermonkey then got on top of it before he shot a web to a nearby building and swung away. Ocellus came out wearing the Upgrade armor and flew after them while Manny super jumped out.

“Helix sure make new friends these days.” Pinkie said in surprise.

“He sure knows how to find them.” Spike commented.





At the bridge, Powers set the hangout to bits while trapping the gang under a big pipe. “Ha! So much for your gang.” He said before he started reverting back to normal, much to his shock. “Huh? What’s going on?”

“Your power’s gone.” Spidermonkey said as he, Helen, Manny, and Ocellus came up behind him.

“Looks like you guys are about to give me some more.” Powers stated.

“Not a chance, pal.” Manny said with his arms crossed.

“Neither of you have choices.” Powers said as he brought out some electricity. “I still got enough juice to fry these guys.” He said with a smirk. But before he could, Manny and Spidermonkey grabbed him, which caused him to shoot the ceiling. But he smirked as that is what he wanted when he then used his powers on both of them, causing him to absorb some energy as he crackles and grew hugged before punching them away as his skin turned red like Fourarms, his left side of his face has two eyes while his right eye is like Spidermonkey before an extra arm grew and punched the two away. A tail that looks like Spidermonkey's then formed behind him as he grabbed Helen by shooting a web at her and pulling her towards him.

She then felt her skin tingle when he started absorbing her power and his bottom Hooves started to look like dinosaur feet with wheels on the bottom. “Guys!” Ocellus yelled as she looked at Prowers, who was cracking his knuckles.

"This is gonna be really fun!" He declared before he threw her and Spidermonkey quickly caught her.

"Tell us about it!" Spidermonkey said as he charged in and grabbed Powers in a armlocked.

“I’m taking all of your powers.” Prowers said before tossing Spidemonkey away.

“You can try!” Helen called as she superspeed around Kevin, punching him on each side, but then Powers acted faster as he got behind Helen and grabbed her tail and spun her around before throwing her at a building.

"Helen!" Manny called out before he growled at Powers and charged at him. He then got Manny into a wrestling fight before Powers managed to grab him by the shirt and tossed him away before Ocellus started firing her cannons at Powers, trying to push him back as he fought the pressure.

The rest of the group soon arrived as they got out of the Chariot and went down under the bridge to help the gang get out of the rubble. “Moving day, get out.” Applejack said firmly as the four heroes were struggling against Powers.

"He's too strong!" Helen called out as she rubbed her head.

"Maybe, but he's not smart." Spidermonkey mentioned before he whispered something in Helen's ear. She had a surprise look on her face before she looked at him and nodded. A visor then covered her eyes before she took off before Manny was slammed into a building.

"That's just like her, running away like the chicken she is!" Powers taunted before Spidermonkey and Ocellus hit him from behind.

"Who said she's running away?" Spidermonkey asked with a smirk. "I just gave her a few tips on speed. I told her to hug the ground when running to gain more, and get a further distance for a much harder impact!" A sonic boom was then heard before they saw Helen charging in at full speed right at Powers.”

“Wait, what?” Powers questioned before a soundwave coming as he turn and saw Helen rushing up to him.

“Peak-a-boo!” Helen called as she went so fast she was hardly a blur.

“Aw crud.” Powers said before he was hit by Helen, which send him flying into the bridge as he crashed through the legs and the rumble falls on him.

Helen stood up while wobbling. “Oh. I’m gonna feel that one tomorrow.” She moaned as she fell to her knees.

“But good shot, Helen.” Ocellus said as they all glared up at Powers as the Omnitrix timed out and Helix turned back just as Powers got out of the rumble.

“Come on, I give, I give, I’m sorry! Please, just lighten up.” Powers pleaded as they all went up to him.

“We just did.” Manny said with his arms crossed.

“And I think I took nine million steps today.” Helen said as she took a breather. “Phew.”

“I guess I went too wild with power.” Powers said with a guilty look. “I don’t have anyone else like you guys to help me.”

"Look, we can still be a team." Helix told him with a sincere tone. "We'll still work together, only will be using our powers for good instead of just for ourselves. You can hang out with all of us."

"But what's in it for me?" Powers asked.

"For starters, creatures will like you better." Helix answered as he held out a hoof to Powers. "What do you say?"

"I say…" Powers started before he quickly grabbed Helix and started pulling on the Omnitrix as the others gasp in shock. "You are so dumb!"

"Helix!” Flash called as he was about to help his cousin, but Powers knocked him away with his tail.

“Did your mommy drop you on your head when you were a  foal? Now give me that watch!” Powers demanded as he kept pulling on the Omnitrix.

“You’re the one who’s dumb, I told you I can’t!” Helix called out before the Omnitrix suddenly flashed green way sooner.

"Security measures engaged." A robotic female voice spoke from the Omnitrix before a giant energy feedback appeared as a bright flash exploded, knocking the two back. Helix was caught by Flash while Powers hit the other end of the bridge as they all ran out before it collapsed.

Once the dust cleared, they saw Powers completely unharmed, and returned to normal as he looked down at his hoof. “NO!” He yelled as he ran out of sight as the others watched.

"What was that?" Helen asked with wonder.

“I have no idea. That was new.” Helix said as he looked at the Omnitrix.

“It said 'security measures engaged.' Maybe it was a failsafe if someone tried to take it?” Twilight guessed with a thoughtful look.

"How about we turn in for the night?" Applejack quickly suggested. "My aunt and uncle are letting us stay over the night."

“Good. Because it’s long night to Yona.” Yona said as she yawned.

"You both can come long, if you like." Twilight offered both Helen and Manny with a smile.

"I guess considering our friendship with Powers is over now." Manny mentioned. “But won't they freak out over this?" He asked while gesturing to himself and Helen.

"Don't worry, I have got an easy fix for that." Twilight assured them.

“Really? Like what?” Helen asked hopefully.

“Just a little transformative spell.” Twilight said as she blasted her magic at the two, causing them to change their appearances as Earth Ponies. Manny is now a a brown fur with black mane and tail with only four hooves while Helen’s is now a tinted fur with blue mane and tail. “Now, you can now blend in with others without freaking them out with your looks.”

"Wow, this is amazing!" Helen said excitedly while she looked herself over.

“Now this is more my look.” Manny said with a smile. “Thank you, Princess.” He said.

“What are friends for?” Twilight asked as they all hopped on the Charlot. "Now those illusion spells make you look like normal ponies, but you two are still you. Now come on, we have a trip to get back to tomorrow."

"Wait, you mean you're really going to let us tag along?" Helen asked in surprise.

“Why of course. You are Helix’s friends, aren’t you?” Twilight asked with a smirk as Manny and Helen smiled as they rushed up to them as the Chariot took off.





At Applejack’s aunt’s place, the others are relaxing in their respective spots while Helix sat far from them while in thought, not wanting to be around them after what happened today as he sat there in silence. "I'm sorry, for everything…" Helix broke the silence.

“We know, Helix.” Fluttershy said to him.

“Ah, don’t blame him.” Manny said to him. “It’s our fault he got into this mess in the first place. But franctly, it was all Powers' fault.”

“Yeah. To be honest, we were just trying to survive.” Helen said. “If we had know that would happen, we would’ve left him a long time ago.”

“We know. You three didn’t mean to.” Flash said to them. "Actually, it's all my fault. You're my cousin and I should have spent more time with you. And you're just a colt, you don't deserve so much pressure we've been putting on you."

“We all are to blame.” Rarity added.

“We’re so sorry, Helix.” Pinkie apologized.

“We’ve been so caught up with our own thing and training you to use your watch, we didn’t considered on how you were feeling.” Twilight said with a guilt look.

“Though, what you did was totally uncool.” Rainbow said before Applejack bucked her to the side as she groaned. “I mean, we should’ve let you have fun on our trip.”

“And we should’ve been better friends and have fun with you.” Sandbar added as the Young Six looked in guilt.

“Yeah, well, I still feel bad for what happened.” Helix said with a sad look. “I think it’s gonna be a while for me to even feel alright again.” He said as they all gave solemn looks at Helix, seeing how broken he is after what he experienced.





At the subway hideout, Powers was alone as he looked at his hoof. “Oh, if they thought I was a freak before… just wait.” He said as he lit up his hoof on fire with a sinister smile as he gave a macanical laughter cracle around the tunnel.
> Chapter 6: Pranks Can be a Real Zap
> --------------------------------------------------------------------------

Helix pressed his face up against the window of the chariot while making a face at another colt, as said colt was making a face back at him. "I'd probably warn you that your face might freeze up like that if you continue, but you're just going to end up continuing it anyway." Ocellus mentioned.

"I think it's kind of, cute." Helen mentioned before they noticed the other colt doing something. He had his back turned from Helix as he was eating something before you looked back at him and opened his mouth to show off his chewed-up lunch.

"Oh dude, he pulled out the seafood special on you!" Manny pointed out with a cringy face.

"Looks like it's time to pull out the secret weapon." Helix muttered before he gestured to the colt for a moment. He then ducked down and the sounds of the Omnitrix being activated were heard before a flash of green light appeared and it quickly died down. Goop then arose with to the window as he let out a roar while he formed a mouth on his face. The colt screamed as the driver did as well as he drove off a bit faster as Goop and Manny laughed on the ground.

“Oh, you got them good, dude!” Manny called with a laugh.

“You know, there is such a thing as taking a joke too far, you know.” Ocellus said.

“Yeah, trust me. Learned that the hard way.” Rainbow mentioned as Goop kept laughing.

“That’s impossible! Funny is funny. Asked Pinkie about that.” Goop said through his laughter.

“Helix, you better get up here.” Twilight said as she stopped the Chariot, but a bit hard as Good was sent sliding to the front as Twilight looked down. “Oh, good, you’re all ready to go.” He said as Goop stood up and the others walked forward.

“What’s going on?” Helen asked.

“Look up ahead.” Flash said as they saw a chariot cargo full of TNT crash and some rocks fell on it, trapping the pony inside. 

“Help!” He called as a light fire started forming.

“The landslide trapped him in the chariot! He can’t get out!” One of the ponies called as the fire started spreading.

“Help!” The stallion cried out.

“If those TNT he’s hauling catches fire, that chariot will be taking off to the moon!” Twilight exclaimed.

“Well, time to help out!” Manny called as they got out as Goop walked up in front of the fire with Ocellus, with her Upgrade Armor, Manny, and Helen as they flinched back from the fire.

“Everypony get back! Give them a chance to work.” Twilight called as she and the others kept the crowd back.

“The fire’s too intense to get close.” Manny said to them.

“Ugh, I wish I was Heatblast.” Goop groaned, he should’ve picked a better alien for the job.

Ocellus looked around before she had an idea. “Wait, Helen, use your speed and try to take out the fire with huge winds.” She instructed before she looked at Goop. "And maybe you can help in a different way. Try using your goop to put off the flames."

"It's worth a try.” Goop mentioned before he used his anti-gravity saucer to fly up and started to shoot goop balls on the flames while Helen superspeed around the the area and put out the flames.

Manny then got on top and punched a hole on the chariot and grabbed the stallion as he jumped away and brought him down to safety. “Speed, slime, brains, and strength saves lives.” Manny commented.

“Aah!” The colt from earlier screamed when he saw Goop. “That’s one of the monsters that ate that kid!”

“Well, look at the time. Gotta go!” Goop called as the four rushed off for Helix to transform back as the others followed.





A bit later, the Chariot continued on the road as Smolder read a sign that they passed. "'You'll have a ball with It'. They could've at least said what it is."

"So are you going to tell us where we're going, Pinkie?" Rainbow questioned while she sounded impatient. "Because it's really annoying not knowing where we're going."

"Because it's a surprise!" Pinkie cheered with excitement. "I was told of this place and I can't wait to see it!"

"Can you at least give us a hint of where we're going?" Helix asked.

"Nope! No hints, I've been planning this all summer!" She mentioned.

“Well, whatever it is, it could be crazy like how Pinkie is.” Rainbow said with a smirk as the others chuckled.

“Where are we going? A cake factory?” Applejack asked with an amusing smirk.





After stopping, Pinkie hopped off the Chariot in excitement as she turned to the others. “Now, all of you, close your eyes!” She said as the others did what they told and got out of the Chariot. “Okay, open them up!” She called before they did exactly that. "Ta-da!! Welcome to Electroville!" She declared while they all saw the sign that said exactly what she said. They had confused looks on their faces before they looked at the town which weird them out.

There was a motel that looked like it was sideways, a giant fish bowl on top of a building, a giant carrot dog statue with a bottle of ketchup on another one, even a giant glass filled with giant toothpicks. “Huh, is this place great or what?” Pinkie asked with a smile as the others kept looking on in confusion.

“Uh, I’ll go with ‘or what’.” Gallus said in confusion.

“Come on, what’s more exciting than the world’s biggest fish bow!?” Pinkie excitedly asked while gesturing to said bowl on a building.

“Um, everything.” Helix said with a brow.

“I thought Pinkie would pick a sweet factory for this trip.” Rarity said in surprise. "This is completely new of you, darling."

“As the mayor of Electroville, I welcome you, seekers of wonder.” An Earth Pony stallion with a straight face said with a dull tone as he walked up to them as they looked at him with a brow.

“Uh, thanks?” Manny said awkwardly.

Pinkie then took out some tickets. “I know you guys are probably excited to see ‘It’. So, we’ll go check us into a motel while you check ‘it’ out!” She joked as she bounced off after giving the young ones tickets.

"Uh, is it just me or is Pinkie Pie way too excited for all of… of…" Flash couldn't find the words to describe after looking at the town again.

“Weirdnessville?” Rainbow offered.

“Yeah, that.” Flash said with a nod. “Is it? Whatever. The point is, it's a bit dull and somewhat a normal level for her.”

"Let's just humor her for now.” Twilight mentioned before she looked at the young ones. "Maybe there will be something interesting here to see."





The Young Six, Spike, Helix, Helen, and Manny stood in front of a building that had a sign that said 'The Jack-A-Lope' on the front before Helix rang the bell on the front counter. “Tickets please." The mayor asked as he walked up to the counter wearing an employee hat.

"Wait, we thought you said you were the mayor of the town." Helen pointed out as they gave him the tickets.

“He who wears the crown is burdened by many hats, young lady.” He told her before they each walked past the counter. "Mind the signs."





Pictures were being taken of their visit as they gave bored looks to a very poor imitation of a jackalope before they took another picture making fun of it. They then took another one in front of the sideways Motel before they took a picture of Helix and Helen in one of those cut out partner pictures. Another picture was taken of them standing in a planetarium before they took another picture of some stallion fixing a poor imitation of the Sun. They then saw a giant stack of cards, and then Helix smelling a carrot dog, then the next picture showed Smolder squirting ketchup and mustard on him, while the next picture showed her running away from Helix as he threw his carrot dog at her. 

They all then took pictures of themselves in front of the gift shop with wacky souvenirs before they took a picture of them blowing up their cheeks in front of the largest fish bowl. The next picture was just them sitting on a bench as they looked bored until another picture was of them standing in front of a sign that said ''It' is this way.'"





They are then at a barn that has a sign that says ‘IT’s here’. “Though these doors lie the weirdest, wildest thing ever to find its way to Electroville.” The mayor said as they opened the door as they entered the dark room.

“Please tell me this is ‘It’ because I can’t stand it anymore.” Spike said as they saw arrow signs glowing while pointing the way.

“‘Do not touch ‘It’.” Gallus said at seeing the signs.

“Do not photograph ‘It’.” Ocellus continued.

“Do not use batteries or electrical equipment anywhere near ‘It’.” They all said as they looked at each other in continues.

“Seriously, if they keep saying it, I’ll pass out.” Smolder said tiredly before they saw a big sign that said ‘This is IT’ as it got up and showed a big giant rubber band ball.

“This is ‘It’?” Helix asked in confusion.

"It's just a giant ball of rubber band." Manny said as the mayor walked up to them.

"And who knows what secrets lie within." He told them.

"Uh, more rubber bands?" Smolder asked rhetorically with a brow.

“Stay as long as you like. Mind the signs.” The mayor said as he walked off.

“Look at this place. These guys are full of ‘It’.” Helix said in annoyance. “We’ve been punked!”

“Yeah. It is pretty lame.” Sandbar said in agreement.

“I thought there would be more excitement.” Silverstream said.

“I can’t believe Pinkie was so excited about this place.” Spike said in surprise.

"To think she was." Sandbar added before Helix went up to the rubber band ball with a grin on his face. "Whoa, dude, we know that look of yours. What are you thinking?" Helix didn't answer as he just ran behind the ball and a flash of green light appeared before Fourarms lifted up the rubber band ball.

“One good prank deserves another?" He asked the others with a brow.

“For once, I agree with you, Helix.” Smolder said with a smirk.

“This should be interesting, dude.” Manny said with a smirk as well. “Got soemthing special in mind?”

“I don’t know. Maybe the world’s biggest booger?” Fourarms asked with a smirk. Which caused his friends to laugh.

“Good one, Helix.” Helen said with a laugh as Helix started tossing the rubber band ball around. “Careful, Helix. Don’t drop it.”

"Oh come on, now you're just being paranoid." Manny told him before he went to the other end of the room. "Yo man, toss it here!" Both him and Fourarms tossed the rubber band ball to each other before Manny held it up. "See? I can even hold this thing with three hands tied behind my--" The moment he put three of his arms behind his back and held the rubber band ball in one hand, he struggled to keep hold as it fell out of his hand and bounced on the ground before the others jumped out of the way and bounced right off of Fourarms and out of the building. "Oops."

“Oops! That’s all you got! Oops!?” Spike yelled as they ran out of the barn and saw the rubber ball smashing a hotdog stand, and a haystack of a chicken as Four Arms tried to catch it, but it pushed him to a wall as it bounced off him, and crashed into a stack of cards as it stopped rolling and the cards fell.

Helen then smacked Manny and Fourarms on the shoulder. “Ow! What was that for?” Fourarms question.

“For turning us into criminals!" She answered as Fourarms.

"Relax, we're not in trouble.” He told her before walking up to the rubber band ball. "We'll just put everything back the way it was and it'll look like nothing happened. No problem." But then the Omnitrix on his left shoulder beeped red before he was enveloped in a red light. When it died down, Helix returned back to normal as he looked at the watch. “Okay, maybe a little problem." He said as he leaned on the rubber band ball, and none of them noticed a surge of electricity went into the ball.





After an half an hour, Manny placed the rubber band ball back into the barn and the others helped stack the cards back into place as they carefully placed it in. “Phew. That’s the last of it.” Sandbar said tiredly.

"But what about the rest of the town?" Silverstream asked in concern. "What are we going to tell our teachers?!"

"Nothing!" Helix told her. "We just play dumb and act like nothing happened."

“Easy for you to say, Helix.” Smolder said. “We have a truth seeker in the group of our teachers.”

“Just play it cool.” Helix said as they all walked off.





The young group walked to the motel to the room they were staying, but what was strange was that the room was right-sided. “Hey, there you are.” Pinkie said as she gestured to the room while the others gave a weird look. “Isn’t this place a riot?” She asked cheerfully.

“How do they even do this?” Rarity questioned with a brow.

“I have no idea.” Twilight said, feeling clueless about this as well. "I mean, how are we supposed to sleep on these when they're literally on the wall?"

"I'm sure that's how it's supposed to be I guess?" Flash guest with a shrug.

“Okay, I lived in the ocean and even I find this weird.” Silverstream said with a brow.

“So anyway, how have you youngster been?” Applejack asked.

“Why? What did you see? We don’t know anything about it.” Ocellus said nervously as the others looked at her from that.

"She means, we had a blast." Helix spoke up as Manny and Gallus pulled Ocellus back. "Totally was not expecting this place to be more exciting than we thought."

"Yeah, she was just surprised to see that 'It' was only just a giant ball of rubber band." Helen added with a smile.

“Really?” Rainbow questioned with a ball. “That was the surprise?” She questioned.

“Wasn’t it great?!” Pinkie exclaimed.

“Pink Teacher has weird taste fun.” Yona commented as the others nodded in agreement.





Back at the barn, the rubber band then gave an electrical shock before it began to travel on the powerline and then around the town before it went to the sign to reveal a cartoon battery-like creature appearing as he gave an electric shock and a laugh before it took off.





The next day, as most of them lay on the floor of their motel room, both Helen and Helix were sleeping in the beds while trying to get comfortable. “What in the name of Celestia happened here?” Flash’s voice said from outside, which made the others wake up from their beds.

“They know everything! We are so busted!” Ocellus cried out as Helen and Helix woke up and fell from their beds as the others did the same. “We have to come clean and tell them everything.”

"Look, we just have to admit nothing about it and we won't get in trouble." Helix whispered as he rubbed his flank in pain. "So see nothing and never admit until we absolutely have to. Got it?"

“Kids, get out here!” Rainbow yelled, which made them flinch.

“We’re doomed.” Gallus said as they gave a nervous look.





Once they got outside, they were surprised to see the whole town was in a wreck, more so than it was before. "What the? What happened out here?" Smolder asked in surprise.

“We don't know." Twilight replied as she inspected some broken glass. "It kind of looks like a tornado blew through here or something. Only the buildings are still intact."

“Good.” Helix said as the others turned to him weirdly. “I mean, yeah. It's just one of those freaky nature things, right, guys?” He asked as the others gave forced smiles and nodded.

The mayor then appeared as he walked over to them. “I think it’s pretty clear who’s responsible for these juvenile acts.” He said.

"'Juvenile acts', huh?" Applejack repeated with a brow. "If I didn't know any better, that sounds like--"

"Oh I'm not talking about these youngsters." The mayor told them before Applejack could finish.

“You’re not?” They all asked in shock as the adults turned to the young group, who gave forced smiles.

“Yeah, well, if they didn’t do it, who did?” Twilight questioned before electricity flew around them and played with them and blew a raspberry at Rarity and pulled her mane over her eyes, appeared around Helix and blew a raspberry at him and took off.

“What was that?” Helix asked in shock.

“Megawatt.” The Mayor answered.

“Mega-what?” Sandbar asked.

“Exactly. Normally wrapped up tight inside of ‘It’.” The mayor said to them. “That is, until last night.” He said as the young group gave nervous looks. “Some say it might be a ball of lightning come alive. Others think it’s static cling run amok. Tough to say.”

“Or maybe it’s alien.” Twilight said.

“Alien? That’s just plain kooky talk.” The mayor said.

“So is everything else Equestria experience pal.” Rainbow pointed out with a look before the Megawatt spotted a vending machine and went into it. "Now what's it doing?"

"It eats electricity." The mayor answered. "The more it gobbles, the stronger it gets."

“Just like Powers.” Manny muttered before the vending machine started shaking and shot out some sodas or snacks.

“It’s also got a dangerous sense of humor.” The mayor said calmly as they all ran for cover as the cans started making things explode.

“You left that thing inside a rubber-band ball all this time?” Flash questioned. “Isn’t that kind of dangerous?”

“Not so long as creatures minded the signs.” The mayor said while looking at the young group.

“Alright, we did it! We’re guilty!” Helix called.

“So much to admit nothing.” Smolder retorted.

"We'll talk later about this, but right now how do we stop this thing?" Twilight asked the mayor.

"What do you mean we?" The mayor asked before he took a piece of hay into his mouth and leaned back. "You're the ones who let it out, you catch it."

"Gee, thanks for the tip." Rainbow said sarcastically before they noticed the soda cans stopped flying. They looked over and saw that the electricity that covered the soda machine was gone and it stopped firing. "Looks like it's on the move."

“Maybe we should lure it out with some batteries or something?" Ocellus suggested as they walked through town looking for it. The Megawatt then appeared on top of a building as it had a grin on its face before it went into a clothes store and grabbed some underwear. Then in a flash, the Megawatt put it on Rainbow Dash and gave her a mega wedgie while it hovered in the air.

"EEEEEEEEEEKKKKKKKKKK!!!" She cried out in pain. “That's so not funny!!"

"Don't worry, I know just the hero to deal with the trouble maker like this." Helix declared as he activated the Omnitrix and slammed it down. His body was then covered in some sort of liquid metal with purple circuitry. Soon a ring formed on his face before his front became arms with hands with the Omnitrix symbol on his chest. He had a black exterior with purple stripes that resemble circuitry all over him. The purple circle on his head is his eye, which glows whenever he talks. His body is made up of billions of small cell-like creatures called nanites.

"Why did you turn into Upgrade?" Smolder asked him.

“It’s complicated. You wouldn’t understand.” Upgrade said while Megawatt dropped Rainbow as she cringed and got the underwear off her flank from the wedgie.

“Watch didn’t let you change into what you wanted it to, did it?” Gallus asked with a smirk.

“Shut up.” Upgrade said as his eye narrowed. The Megawatt then went into a bottle of ketchup and boiled it as the cap broke the chicken head and fell down as he laughed before he saw Upgrade rolling the rubber-band ball to him. “Okay, twinkle toes, time to go home.” But then, the ball snapped as rubber-bands started wrecking the area some more.

“Hey, Helix! Careful with the friendly fire!” Sandbar called.

"Is it just me, or is there much more excitement today than usual?" The mayor asked as he had a bucket of popcorn while he watched the show. Ocellus quickly took out her Upgrade Cube before activating it to put on her armor while Twilight dropped the illusion spell on both Helen and Manny. The four of them tried to catch the megawatt as it zipped around them while taunting them.

Upgrade then suddenly charged up his eye as he was getting annoyed before he fired a beam at the Megawatt, causing him to dodge it as he looked in shock while the others were surprised. “Whoa! That’s new!” Upgrade called.

“Not so funny now, is it?” Manny questioned the Megawatt, which just laughed as it started flying around them in a pattern through electricity. The others tried to follow its movement as they tried to grab him. It blew a raspberry at them before Ocellus and Upgrade then grabbed it, but then it gave an electrical charge that sent her flying.

“Okay.” Ocellus groaned as she stood up. “Do not touch me, electrical changeling wearing a suit that is partially made of living metal.” She noted.

Or when you're made of living metal." Upgrade added as he rubbed his head.

“How are we gonna ground that electric devil?” Rarity questioned.

Twilight then realizes what Rarity said. “Rarity, you’re a genius.” She said as she took off.

“Well, thank you, Twilight. Why?” Rarity asked in confusion as the others followed the Megawatt, but was having trouble.

“That’s it. I’m pulling the plug on this guy’s spark.” Manny said as he took out a manhole cover. “Hey, sparky, catch this!” He called as he tossed the cover, cutting the Megawatt in half. But shocking, each side regenerated and now there were two Megawatts as the two looked at each other and laughed.

“Okay, Manny, that wasn’t the best idea.” Helen muttered before Helix’s watched time out.

“And worse timing as well.” Helix added that the Megawatts fired electricity at them, which they avoided.

Just then, Twilight came flying in while carrying a giant thermometer. “Twilight, what are you doing?!” Ocellus called.

“Giving these sparklers a science lesson they won’t forget!” Twilight called as the Megawatts chased after her. “Be ready to pull the lever!" She instructed as the Megawatts were getting close. "Ready…and…NOW!" Spike quickly pulled the lever as it made the giant thermometer to tip over, which caused the Megawatts to get absorbed and electric currents went through the ground.

“What happened?” Spike asked.

“We just used the biggest thermometer as a lightning rod.” Twilight explained with a smirk. “That should take care of them.”

“Of course, the ground is basically just one big conductor.” The mayor said.

“What does that mean?” Fluttershy asked.

“Oh no.” Twilight said in horror. “It means the Megawatts are just zipping around underground while also multiplying until they find some way to get back to the surface.” She said as every electronics phone line started sparking.

"They're coming up in the underground phone lines!" Flash exclaimed before more Megawatts emerged from the phones. With multiple Megawatts on the loose, they destroy more of the town just for their own fun as the town spoke regrouped in front of City hall.

"Uh oh, now they really did it.” The mare said as Helix gave a smirk to Twilight. 

“Helix Watch, don’t say a word.” Twilight said without looking.

“Hey, we’re just glad we’re not the ones who screwed up this time.” Helix said with a smirk as a building exploded while Twilight looked embarrassed at her mistake. The Megawatts appeared on the giant carrot dog before they then screamed, causing the others to cover their ears, except for the mayor, as the container holding the giant toothpicks broke off.

“Everybody move!” Flash called as they all ran from the toothpicks while the mayor stayed where he was calm as the toothpicks fell.

“There goes the world’s largest toothpicks. Oh, the humanity.” He said naturally as the Megawatts laughed and took off.

"These varmints' idea of fun is going to make us push up daisies soon!" Applejack growled.

"No kidding!" Smolder agreed before she looked at Helix. "Come on, what are you waiting for? We're going to need some more alien help!"

"You don't think I have been trying?!" Helix asked as he tried to use the still recharging Omnitrix. They then saw all the Megawatts gathered in one place while one was chattering on top of one of the fallen statues. After it was done talking, they all vanished in a flash.

"Where'd they go?" Helen questioned with confusion as everything seemed quiet. 

“Don’t know. But I’m afraid it isn’t good.” Fluttershy said nervously as the ground started shaking an a robot of the planetarium started moving away as the mare walked up to them.

“Well, there’s something you don’t see everyday.” The mare comment. “They brought that planetarium exhibit to life.”

“Come on, we’ll head it off in the--” Twilight tried to say but stopped when she saw the Chariot’s wheels were removed and it was grafiti with green paint that had two weird emojis and said ‘U am Lame’ on it. “Oh, my!”

“U am lame? That’s weak.” Smolder chuckled.

"And don't even get us started on the grammar and the spelling." Ocellus added.

"Where are those Megawatts even going?" Flash questioned as the mayor walked up to them.

"I reckon they'll head for the big hydroelectric dam to power up." He told them. "After that they'll just wipe out the next town and so on and so on until all of Equestria is their playground. They think it's funny." Helen looked around as she tried to come up with an idea until she spotted the giant fish bowl that I was still intact. "Yup, Megawatt's got a real twisted sense of humor."

"But I bet they're not very bright." Helen mentioned as she looked at the others with a smirk. "Are you all thinking what I'm thinking?"

“I think we do.” Manny said with a smirk.

“Beat those pranksters at their own game.” Helix added as he showed the Omnitrix, which recharged as it glowed green and clicked up.





At the city dam, the megawatts using the planetarium exhibit beat at the bottom of it as they were trying to break it. Just when it reeled back to deliver another punch, a wave of flames hit it before it stepped back and looked up to see Heatblast standing on top of the dam. "This is your only warning!" He told them. "Knock off this funny business or I'll fry your twinkling butts!" The planetarium slammed on the floor, causing the dam to leak as Heatblast lost his balance and ran down the dam. He soon lost his footing and started sliding down before creating a fire stream he used to ride on, he landed on his feet with a laugh before turning to the hole. “Better seal that up fast.”

The Planetarium started climbing up before Heatblast tried to slide over to them, but he got zapped as his fireblast hit a wall. Heatblast fell to his knees in exhaustion as the megawatts whacked him, causing him to get dizzy and fall down as the Planetarium was about to step on him.

“Hey, Megawhimps!” Helen called out as they looked down at her. “You want to see something really funny? You guys are all wet.” She said as she shot water from the hose at them as the Megawatts tried to stomp on her, but she sped away as they then turned and saw Heatblast forming a huge fireball.

“What’s the matter? Can’t take a joke?” Heatblast quipped as he shot his fireball at it, destroying the planetarium’s robotic body as the Megawatts came out. “You really got burned with that one.” He quipped. “You guys should really quit while you’re behind.”

The megawatts charged at Heatblast, but he made a smokescreen as he vanished as the Megawatts looked around in confusion. “Missed me, shockers.” He said as he was behind them with Helen and a tarp as they blew them a kiss. The Megawatts charged at him as Heatblast and Helen went under the tarp and the Megawatts followed as the others came out from behind the tarp.

“They did it! They took the bait!” Flash called as he removed the tarp to show the Megawatts trapped in the world’s largest fishbowl. Before they could climb out, Heatblast used his fire breath to seal it up as the Megawatts were stuck.

“Nan, nan. Pfft.” Heatblast blew a raspberry at them.

“Nice touch at using the fish bowl, Helen.” Pinkie complimented.

“Yeah, with non-conducted glass sealed up tight, sparky and his pals won’t be going anywhere.” Twilight explained.

“Once again, science saves the day.” Ocellus said as the Omnitrix timed out and Helix transformed back.

“With a little help with science fiction.” Helix added.

“And some speed demon.” Helen added as she ran up towards them as she and Helix shared a fist/hoof bump with each other.





Back in town, they were reconstructing some of their buildings while the group stood in front of the mayor next to a large tarp. “You folks done right by us.” He said to them.

“Hope this adventure wasn’t a big setback for Electroville.” Rarity said in concern.

“More like a giant step forward.” The mayor shrugged. “What with our new attraction, soon we’ll be raking them in.” He said as he removed the tarp as a bright light shined as he others cringed back and saw a big lightbulb. “Biggest light bulb. It will be a humdinger." They looked closer and could see the Megawatts inside of the light bulb. "So long as folks mind the signs."

He then moved out of the way and they saw a sign in front of the biggest light bulb. "'In case of emergency, do not break glass.'" Helen read the sign.

“Who writes these things?” Rainbow questioned as Fluttershy shrugged as they walked back to the Chariot.

“I think I’m pranked out for a while.” Helix said in exhaustion.

“There is a time and a place for a practical joke.” Flash said as Helix shrugged and opened the Chariot door, but then a bucket of water fell on him, soaking him wet as Pinkie giggled.

“But funny is funny…” Pinkie started with a laugh. “...especially when it’s not on you.” She added as Helix sighed and placed the bucket back on as the others laughed at him from the prank they pulled on him.

“Heheh, sorry, Helix, but it’s a little funny.” Helen said with giggles she then gave a smirk. “But, I do know one thing that would make you feel better.” 

“What’s that?” Helix asked.

“Oh, just this.” Helen then superspeed off and the group vanished before she came back with only Helix standing. “There.” She said with a smile.

“What did you do?” Helix asked in wonder.

“You remember what the Megawatt did to Rainbow earlier?” Helen asked with a smirk.

"You didn't…" Helix said with a chuckle.

“Oh, I did.” Helen said as she pointed up. Helix looked up and saw the Mane Six, Spike, the Young Six, Manny, and Flash above them by the powerlines. But they were now wearing underwear, which the waistbands were now tied to the lines as they were in a hanging wedgie, for those who can fly have their wings tied up with some rope. “And those undergarments are really strong, even for Yaks.” She added with chuckles.

“Very funny, Helen!” Manny called out while dangling.

“Not again.” Rainbow moaned as she felt the pain.

“Ooow. This is so humiliating.” Fluttershy moaned.

“And painful!” Flash added.

“Never thought I’d be wedgied.” Twilight said with a painful expression.

“What? I think it’s fun!” Pinkie called with a cheerful smile, unfazed by the pain.

“Of course you would think that, Pinkie.” Applejack muttered.

“Get us down!” Ratity cried while the others were left hanging while Helen and Helix laughed.

“Yeah, funny is funny, guys!” Helix repeated as they kept laughing before the others followed along, finding it funny as well by the prank they just pulled on each other.
> Chapter 7: For Better or For Worse
> --------------------------------------------------------------------------

The planet that orbits Equus opened up the airlock and sent down a couple of drones. "The drones have launched." The robot told the alien that the cylinder he was in was sealed up and only a visor to see through. "Equipped with improved eternal tracking system, they should be able to find and receive the Omnitrix."

"They may find it, but retrieving it will not be easy." The alien wheezed inside of the containment unit. "Whoever possesses the Omnitrix continues to be an opponent of extreme danger and inspiring brilliance. Once my modifications have been completed, I will see to it personally that I will retrieve my Omnitrix."





In a store, Helix is walking around while feeling his stomach growling. “Man, I’m starved.” He said before he saw some stacks of cookies beside him. He grabbed a box before they tumbled down and hit Smolder, who got up as she leared at him.

“Smooth move, Watch.” Smolder muttered as Helix shrugged innocently.





Outside, the group was at a store stacking up for the trip as Flash saw a word that said ‘Wash me’ with a smiling face. “Oh, nice artwork, Helix.” He said to his cousin with a smile as he and Twilight started cleaning.

“You know, makes a statement.” Helix said with a shrug, and then a money wagon blew up beside them.

“No! That’s a statement!” Rainbow exclaimed in shock. When the smoke cleared, they saw three griffins wearing helmets and leather jackets while one of them was holding some sort of high-tech blaster.

"Told you this thing would work, now get the money!" The red one ordered the other ones while its voice sounded disoriented before it noticed the group. "What are you looking at?!"

"Kids, take cover!" Twilight ordered as the red griffin aimed the blaster at them and fired. The adults quickly pushed the kids out of the way as the blast destroyed the a pillar behind them when the grown-ups quickly duck out of the way.

“Gotta get them out of there!” Helix said as he activated the Omnitrix and was covered in a green light as a transformed. As the griffins got the bags of money, Fourarms appeared beside the group and slammed his fists down, causing the three griffins to be lifted up and fall to the ground as he turned to the others. “Go!” He called as they nodded and rushed off as Fourarms saw the driver exiting the wagon. “You okay?” He asked. But once the stallion saw him, he screamed and ran away. 

"Uh, I'll take that as a yes." He said before he got blasted in the back, which caused him to fly into another pillar just as the leader Griffin fired another blast at him. This time he moved out of the way from the laser, only for it to hit the pillar, causing the ceiling to fall on him.

“Helix!” Helen called as a fire spread. But then Fourarms jumped from the rumble as he slammed down, causing the three griffins flying as the leader hit the floor while the other two hit the remains of the wagon as Fourarms picked them up and removed their helmets, revealing that they were female griffins.

“Huh? You’re all girls.” Fourarms said in surprise. “Look. Uh, I don’t wanna hurt you--” He was cut off when he was blasted from behind and fell down as the leader griffin was behind him with her blaster while her helmet was off to reveal she had a black beak and dark black feathers on her head.

“Well, isn’t that sweet.” She said with a smirk as the others watched from behind.

“What are you doing?! Get up and clobber them!” Smolder yelled out as the griffins surrounded him, but then the dragons appeared and started firing as they moved out of the way and blasted the remains of the wagon as bits went flying.

“Hey! This is my heist!” The leader exclaimed as she clutched some bits.

“You can have it!” One of her partners called as the two griffiins ran away as the leader gritted and held her blaster.

“Not these things again!” Gallus exclaimed in annoyance.

“You guys face these machines before?!” Manny asked in shock.

“Yep. And they are not friendly.” Pinkie said.

“They’re after Helix’s watch since day one!” Twilight exclaimed. “They were the first enemies Helix have to fight!”

"You'll get yours, princess!" The griffin growled as she aimed the blaster at Twilight. Just as she fired, Flash quickly pushed Twilight out of the way only for him to get hit instead.

“Flash!” Twilight exclaimed in horror.

“No!” Fourarms yelled as he glared and quickly grabbed the drones with his hands. “Nice try!” He called as he then smashed them and tossed them at the griffin, knocking her out as Fourarms rushed up to the others.

“We need to get him to a hospital!” Ocellus called as Fourarms dug his cousin out of the rumble.

“I’ll send a letter to…” Spike tried to say before Helix grabbed Flash, Applejack, Pinkie, Sandbar, Yona, and Rarity.

“No time! There's a hospital up the street.” Fourarms said firmly as he super-jumped ahead to the hospital. The others soon followed behind as the female griffin rubbed her head as she looked at the drones.

“Who were you freaks?” She questioned as she picked up the head of the drone, but it glowed as one of its cables latched onto her neck. This caused her to scream in pain as she felt something surging through her body. Soon the fur and the feathers turned to metal while her claws became sharper and her wings became blades. Alien blasters soon formed on her shoulders and at the end of her tail while her eyes became dark red with no pupils.

Soon some Pegasi cops came in. “Freeze!” They called, but then they saw her appearance as they flinched back.

“Ha! I already did my time. It’s time you ponies pay.” She said as her shoulders took out some blasters and zapped them away as she grabbed the bag of bits on the floor as laughed gleefully. “This is gonna be a blast! And I mean that literally!”





At the hospital, the others are all in a room with Flash laying on a hospital bed with his head and left wing bandaged while wearing hospital gowns. “Your friend has suffered a severe concussion. He’ll be out for several more hours. He’ll be fine after some rest.” The doctor explains. “Now it says on his admittance form he was hit by a wagon bumper. Did someone back into him?” He asked.

“Actually, the bumper flew through the air after this robot drone blew up the wagon.” Helix said to him as the doctor looked at him.

“Vivid imaginations are good coping mechanisms in situations like these.” The doctor said with a small smile while patting Helix on the shoulder as he gave a small smile before he frowned and looked at his cousin in concern.





Back in space, the Drone walked up to the containment unit as it held a high-tech tablet. "The drones were destroyed, master." He informed the alien inside.

“Send out more now.” The alien ordered.

“We may not need to.” The drone said as he looked at his controller. “It seems the drones have somehow merged with one of the beings on the planet below. I’m receiving one combined signal and that signal is on the move as we speak.”

“Mmm. Perhaps one head is better than two.” The alien said in interest.





In a jewelry store, many ponies ran out in fear as the griffin that merged with the drones was scaring them off. She then walked up to a display case and used the laser that was on her tail to cut it open. But once she grabbed them, some dust fell. “What?!” She opened her arms as she saw that they were turned to dust. “No! They’re worthless now!” She exclaimed angrily as she tossed the dust aside.

She then noticed a unicorn mare was still in the store and decided to take her anger out on her before she felt pain coursing through her head. She clenched her head as the unicorn ran away before she heard a voice. "Whoever you are, listen very closely to what I'm about to tell you."

"Wh-Who are you? Where are you and how did you get in my head?!" The griffin questioned.

"No questions! You are here to serve me and do as you're told."

"Guess again, weirdo!" The griffin growled. "The name's Winvo, and I work for no one but myself!” Just then, she felt some static shocks as she then fell into some kind of void.

“You now possess power you could have never imagined, but unless you find a way to use it, it will be worthless.” The alien said as he appeared in front of her. “Fulfill my command, and I will teach you. Fail me, and I will turn you into dust!” He threatened.

“So what do you want?” Winvo questioned.

“Only one thing. A piece of valuable technology missing from my possession and lucky, you are already programmed to find it.” He said as Winvo was brought back into reality.





At the hospital, the others are sitting beside Flash while Twilight rubs his face carefully in worry while Helix looks on in concern as well. “Guys, relax. You heard the doctor. He’s going to be fine.” Smolder said.

“Yeah. He’s Flash Sentry.” Rainbow said in agreement.

"I'm just… really worried about him." Helix mentioned as his ears dropped back.

"Me too." Twilight said in a sad tone. "He got hurt protecting me…"

“I'm more worried about the fancy weapon that griffin crook had." Applejack mentioned with a confused look. "Where did she even get something like that?"

“I’d worry more about how some girl kicked Fourarms’ butt.” Manny playfully mentioned.

"Hey, heroes don't hurt females, they respect them." Helix retorted.

"Good to know." Smolder said before she punched Helix on the shoulder. He rubbed his shoulder in pain before he punched her back. "Ow! Hey, you said--"

“I'm not in hero mode right now.” Helix said firmly as Smoler was about to punch him back, but stopped when she saw Helix looking away in thought before he then walked out of the room as the others watched in concern.

“You okay? Normally, slugging Smolder in the arm would make you feel much better.” Gallus stated as they entered the hallway.

“You know, maybe if I went Upgrade, I could get in those machines he’s hooked up to and see if I can make him better.” Helix said as he was about to use the watch.

“Helix, that won’t work.” Helen told him solemnly.

"Okay, what if I went Greymatter and upgraded those things to make him heal faster?” He guessed with a shrug. "I don't know, I just want to help him." He pressed the two buttons on the face plate to make the hollow ring appear, not knowing that he sent out a single to Winvo that narrowed down the location of the Omnitrix.

“There you are.” Winvo said with a smirk.





A bit later, Helix and Twilight are still watching Flash rest as they are waiting in the hallway before Helix walks up to a trashcan and kicks it down. “Just relax.” Applejack said. “Everything’s gonna be okay.”

"We're all worried for him.“ Fluttershy added before they heard something coming their way. They then gasped when Winvo crashed through the windows and landed in front of them.

“Give me the Omnitrix or else!” Winvo demanded.

Helix gave a serious look. “You want it? Come and get it!” He called as he and the others rushed down the hall  with the others following. They managed to avoid the laser shots from Winvo as Helix found some stairs. “Stairs!” He said to the others as they all ran down the stairs.

“Who was that?! She looked familiar!” Pinkie exclaimed in shock.

“Guys, that thing is the girl from the armored wagon robber!” Ocellus exclaimed.

“You’re right.” Twilight said in realization. “It’s like she merged with those--”

“Robot drones!" Helix finished with realization before they heard a blast coming from upstairs.

"This way!" Helen called out before they rushed out of the building.

“Okay, radical thought. But right now could be the time to go hero.” Rainbow said as they all hid behind some wagons before Winvo came out after blasting the door as she searched for them.

“We can do this the easy way or the hard way.” Winvo said as she aimed her blasters and shot the top of the mountain as boulders came rolling down as the others gasped. "That should get their attention."

“Time to go Fourarms again.” Helix said as he activated the watch and transformed, but instead of Fourarms, he was heatblast. “Oh, great. I need muscle and I get an alien candle instead.”

“You should really check that thing.” Spike commented as the boulders came down even further.

“If scissors cut paper, fire metals rock, right?” Silverstream asked them as they all shrugged in confusion.

“Well, let’s find out.” Heatblast said as he shot a fire beam at the boulders, but they caught on fire as they kept rolling. “Okay. Definitely not what I had in mine.” He said as Ocellus quickly put on her Upgrade Armor.

"Now what?!" Fluttershy asked with worry.

"I have an idea, get out of the way!" He told them as they moved aside before he used his flames to melt the Chariots. He then quickly got out of the way when the boulders came down and the melted chariots blocked the boulders from hitting the hospital. "Hospital is now safe."

“But there are creatures at the bottom of that canyon!” Spike called as they saw the boulders heading straight towards a bridge that leads to town.

“Oh, man. I hate it when you point out the obvious.” Heatblast muttered as he ran off, but before Winvo was about to tackle him. Manny steps in and punches her back, only for her to use her claws to halt herself from going far.

“Helix, go! We’ll keep her busy!” Manny called as Helen and Ocellus came to his side.

“Okay!” Heatblast called as he jumped down the mountain and saw the rocks coming closer as the creatures on the bridge screamed. Then Heatbleast shot a fire beam at them and destroying the bridge as the boulders fall into the water. But then Winvo came flying by and grabbed him and tossed him into a truck as she fired repeatedly. After a few moments, she stopped as she checked he rsurroundings as Heatblast came out from a hole. “You want me? I’m right here!” He called as he gave a taunting bow.

She then flew at high speed right towards him as both Manny and Helen were getting up from the beatdown they just got. "Helix!" Helen called out in worry before he quickly used the smoke behind him to duck down and let her crash into some oil. He then snapped his fingers to release a spark that traveled to where the oil barrel is as it exploded and send Winvo flying.

“See ya!” Heatblast saluted as he turned to the others. “You guys okay?”

“We’re fine. Just a few bruises from the beatdown.” Manny said while rubbing his arms.

“Come on, we gotta go before the press shows.” Helen said.

“Agreed.” Heatblast said as they walked off.





They then returned to the hospital as the sun was setting and they were with Flash in a new room as he was awake. "When I was messing with the watch, I must have let out a signal that led her straight to us." Helix finished explaining.

“Since they’ve moved me into a new room and you haven’t gone alien since then, we’re safe.” Flash said with a smile.

“Yeah. Just for this second.” Helix said in guilt. “But what about tomorrow? It’s getting way too dangerous for you guys to be around me. If I didn’t have this watch, none of this weird stuff would be happening.”

“Yeah, but since it won’t come off, there’s nothing we can do about it.” Silverstream pointed out.

“Maybe. Maybe not.” Helix said in thought.





Meanwhile, Winvo was getting up from her crash landing as a bunch of ponies ran away in fear of her. Soon her head started hurting yet again before a vision of the alien from before appeared before her. "The Omnitrix, where is it?" He asked her as she glared at him.

"I couldn't get it.” She said with a tone. "And how nice that you didn't tell me I'd be finding a superhero with his own team! I quit." But that made the alien chomped and ate her.

“You’ll get me the Omnitrix, and if you fail again, your meaningless criminal life will be over. Now this time, make him come to you and on his own.” He demanded as Winvo fell into the void with a scream.





Back in the hospital, everyone is alseep except for Helix as he placed a note down on Flash’s bed. “I’m doing this for you, cousin.” He whispered sadly as he rushed out of the hospital.





At the park, Helix is sitting alone on a bench as he saw a colt and a stallion playing ball together. “I’m glad we can spend the summer together, cousin.” The colt said as he and his cousin hugged each other as Helix watched sadly.

“Reports say the armed assailant has incredible firepower and has blown up several police barricades before arriving at the royal guard academy training center just outside of Albuquerque.” A stallion on a radio said as Helix turned to the speaker next to mare. "She had demanded that somepony with, am I reading this right? With a green watch comes to the academy alone or else she'll tear it down with many trainees inside."

Helix gave a serious look as he stood up and walked off.





At night in the hospital, Helen woke up as she rubbed her eyes. “Helix?” She asked before seeing that he’s not there. “Helix?” She then saw a note on the bed as she opened it. “‘Dear cousin and friends, I care about you all too much to keep putting you all in danger. This is for the better or for the worse. Love, Helix Watch.'" She looked at the empty seat with a sad look.

“Helen, what is it?” Flash asked as he woke up while the others did the same thing.

“Where’s Helix?” Fluttershy asked, but before she could answer, the radio went off.

“The siege at the royal guard academy center continues. Early reports say several officers have been injured.”

“Helix’s gone, but I think I know where he went.” Helen said as she showed them the letter. "I'm going after him."

"I'll go too." Flash mentioned as he set up in the bed before Twilight stopped him.

"No, you're still injured. You can't go anywhere." She reminded him.

"But she can't go alone." Flash pointed out before Ocellus got up.

"She won't be." She said as she pulled out her Upgrade Cube.

“I’m going with too.” Manny said before Helen raised her hand.

“No, Manny. You need to stay and protect the others incase they come back here.” Helen said.

“But I can help.” Manny insisted.

“You can, but protecting Flash and our friends is just as important.” Helen said as she grabbed Ocellus. “We’ll help Helix. We’ll make sure he’s safe.”

"Come back safe, y'all." Applejack told the two as they nodded in response before they left as Helen superspeed out of the hospital and to where Helix would be.





At the academy, some chariots were tossed as Winvo started blasting everything in sight before she was hit many times by a blur. She fell to her knees as XLR8 appeared. “Looks like you got this party started without me.” He quipped when his visor went up. Just when it went down, she quickly grabbed his leg and hit him on the ground before kicking him back into a chariot. He got up and shook his head before he looked towards her.

"If he wants the Omnitrix, he can have it." Winvo said when she readied her blasters. "This is getting fun for me."

“Who’s he?” XLR8 questioned as he charged at her and started kicking her at rapid speed. “One good kick deserves another!” He called as he kicked her back and they faced at each other before a tank came up beside them and aimed at them as Helix quickly ran out of the way before the tank fired on Winvo.

And then when the smoke clears, she was gone, but then she lifted the tank from underneath. “Nice try, but speedy’s all mine.” She said as the stallions screamed and got off before Winvo tossed the tank at XLR8, who quickly sped out and went behind her as she tried to punch him, but he dodged again and sent mighty punches at her as she went flying and hit the floor.

She got up as she then fired on him, which sent XLR8 back as he crashed across the floor as Helen and Ocellus came. “Where’s Helix?” Helen asked in concern.

They then saw XLR8 come crashing from the sky before Winvo landed next to him and picked him up by the throat. "Found him." Ocellus said before she activated the armor.

Winvo dropped XLR8 as she saw the two. “I see you brought some backup.” She said as she activated her blasters and walked towards them.

XLR8 got up when he saw his two friends. “Helen? Ocellus?” He asked in shock as he superspeed to them and quickly grabbed them as they hid behind the alley. “What are you two doing here?”

“It’s for better or for worse.” Helen recited. “Sounds familiar?” She asked as the Omnitrix started beeping.

“So does that beeping!” XLR8 called as the Omnitrix timed out as he transformed back. “Ah, just great!”

"Don't worry, we got your--" Ocellus tried to answer before she was blasted back by Winvo while she flew in the air.

“Ocellus!” Helix called as Helen quickly grabbed Helix and speed off with Winvo following as they avoid the shots as they hid in a training area.

“Helix, you can’t just run away from us!” Helen said to him.

“Don’t tell me what I can or can’t do!” Helix retorted. “This is my fight, my weird watch, my responsibility, not yours!” He exclaimed while also gesturing to the Omnitrix on his hoof.

“Yeah, but you’re my weird friend.” Helen said with a small smile. “I mean, I’m weird, Ocellus is weird, as a matter of fact, all of our friends are weird. The point is, you don’t have to do this alone.” She told him as she placed a hand on his shoulder. Then Winvo started firing as they saw her fighting Ocellus as they fired on each other. “Ocellus can’t hold out much longer. Come on, in here!” She called as they entered the gym.

All of a sudden, the Omnitrix started letting out a weird noise, a ringing of some sort as the center of it glowed each time it rang. "Now what's it doing?" Helix questioned as he looked at it when they stopped.

"I don't know, but can you turn it off before she hears it?" Helen asked him as he looked it over and pressed the center.

"About time you picked up." A young female voice spoke through the watch with an Brooklyn accent. "But I guess you don't know how the communication works on the Omnitrix."

“What? Who is this?” Helix asked in confusion. “And this watch has a communication device inside?”

“The name's Attea, and I've got a message for ya." She told him. “They know you ran away from your cousin and your friends and they wanted to let you know that even heroes can't do things on their own. They need to have a plan and to have a team by their side."

"That's good advice, don't know who asked you to send me that message, but I'm dealing with a high-tech power griffin that none of my aliens can take out." Helix told Attea.

"If I learned anything from my training, it is that when an opponent is hard to beat on the outside, it's easier to beat them on the inside."

"Hey, that's it!” Helix said with realization. “Thanks for the tip."

"No problem, and I'll tell them you said hello." Attea replied before the communication ended.

"Looks like you'll always get help no matter where you go, or if you don't even know them." Helen mentioned with a smile. Helix then activated the Omnitrix, which got Winvo’s attention as he turned to the gym and started firing on it.

“Oh no you don’t!” Ocellus called as she tackled her as Helix and Helen ducked for cover as Helix switched the Omnitrix to Upgrade and transformed as Winvo and Ocellus crashed into the room.

“Get off of me!” Winvo called as she tossed Ocellus away to a nearby wall. She then crashed on the floor as Winvo stood tall in front of her and looked ready to end her. Luckily, Upgrade climbed up on the ceiling before landing right on top of her and began to merge onto her body. Winvo grunted as she tried to pull him off of her before they both felt pain in their heads before Upgrade got a vision of himself floating in space with an alien in front of him. The alien himself looked down at Upgrade with a dark look.

“Listen to every word I tell you. Be very afraid. You cannot run. You cannot hide from me. I will find you and when I do, I will retrieve my Omnitrix and destroy you! And then I will conquer your miserable planet!” He declared before Winvo managed to pull Upgrade off her as he hit a support beam with a groan before Winvo started firing at him as Upgrade moved out of the way and possessed a lifting machine.

“Time to work out!” Upgrade called as he grabbed Winvo and slammed her on many times before tossing her to a treadmill, which he possessed and made her crash into the lift. She stood up and started firing at him. Upgrade dodged while Helen and Ocellus watched and saw the support beams being blasted and the ceiling started crumbling before seeing some of the police coming in.

“Get back! The roof is about to collapse!” Ocellus yelled as the police ducked from a laser shot as they started firing on Winvo, but Upgrade quickly jumped at her and tackled her to the ground.

“Now this won’t hurt a bit.” Upgrade said as he then merged with Winvo again as electricity surged over them as everyone watched before Upgrade exited her.

“Get out of me!” Winvo yelled as Upgrade came off her.

“Okay. I lied.” Upgrade said as Winvo got up and ready to attack him, only for all the alien tech to fall apart off of her.

"I'm…I'm normal…" She said in surprise when she was back to her old self.

“Abnormal’s way more like it.” Upgrade corrected.

“Look, I-I don’t know what came over me.” Winvo said to him. “Come on, please. You gotta help me.” She said before she looked and saw her blaster reverted back to normal on the floor. “I’m just a girl.” She said as she quickly picked up her blaster and aimed it at him.

“Guess what?” Ocellus started.

"So are we!" Helen finished as the two of them threw a punch at her that knocked her out. They didn't have time to celebrate however as the ceiling began to crumble without the support beams.

“The fight took out the support beams! This whole place is about to collapse!” Ocellus exclaimed.

“Then it’s time to go!” Upgrade called as he picked up Winvo and they ran out before the gym d as he gave Winvo to the officer. “She’s all yours.” He told them as they waved to them and walked off.





The next day after the three returned to the hospital, the group exited the building with Flash in a wheelchair as he took in a deep breath of fresh air. “Ah, it’s good to get out of here and get back on the road.” He said.

“And it’s great you’re feeling better, Flash.” Twilight said with a joyful smile. “The doctors said to keep off her hooves and wings for a few days. But after that, you’ll fly again.” She explained.

“Which I’m glad to hear.” Flash said as Twilight pushed him to the Chariot while the others followed.

Helen then turned to Helix. “So, Helix, what happened back there in the gym?” She asked.

“Yeah, it looked like you were possessed or something when you froze up.” Ocellus added.

“I-I don’t know.” Helix said with a thoughtful look. “It was like when I went Upgrade, I saw this alien. We were both floating through space, and he was talking to me. He looked kind of like he had this octopus on his head. He said I should be afraid.” He said as he looked at the others.

“That doesn’t sound nice.” Fluttershy said nervously.

"Yeah, and what's freakier is that he said he would conquer our planet after he gets the Omnitrix." Helix added with a worried look. "And it all felt so real."

"You think Attea might know something about it?" Helen asked with curiosity.

"Who's Attea?" Manny asked.

"She's just who called me on the watch and gave me the advice." Helix answered before he held up his hoof with the Omnitrix on it. "Oh yeah, and we just found out that the watch can communicate with someone."

"Okay, but what are we going to do about this alien that wants to conquer Equestria?" Spike questioned.

“Who knows? But whoever this creep is, we’re gonna make sure that never happens.” Twilight said with determination.

“And we’ll make sure no harm will come to you, Helix.” Flash assured while placing a hoof on his cousin’s shoulder. “As long as we stay together.”

“Sounds good to me.” Helix said with a smile as they entered the Chariot.

“Who do you think talked to Helix about being afraid?” Applejack questioned.

“Yeah, and who’s this Attea?” Spike asked.

“Don’t know. But what I do know, is that this is bigger than we thought.” Twilight said as they all looked up in the sky.

In the planet’s orbit in the alien’s ship, his eyes glowed in his tube as he was determined to get the Omnitrix no matter the cost as he was near his healing completion.





In an unknown location, an alien girl that had green skin and some kind of symbol on her forehead was sitting in a chair while looking at some monitors that had Helix and the group on it. She was wearing a purple outfit with a matching cap with goggles on top and silver boots and gloves. "Attea, did he get the message?" A grown-up male voice questioned as she turned around in the chair.

"Yup, and I gotta say he's cute for an Equine." Attea mentioned with a smile.

"That's good." A mare's voice said with relief.

"But there's two things you should know and something I should know." Attea told whoever she was talking to. “One thing is that he got a vision when he merged with this Winvo gal of an alien that told him to be afraid and he's going to conquer the planet once he gets the Omnitrix. And what I want to know is why you wanted me to tell him, when he is your son after all." Two ponies then stepped out of the shadows and over to her. One was an Earth Pony stallion with a light green coat and a blue mane. The other was a unicorn mare with a pure white coat and a brown mane.

"Because…I don't think we're ready to talk to him just yet." The mare mentioned in a sad tone.

"But now we know that he's in more danger than we thought, and so is Equestria, we need to be prepared more than ever." The stallion added with a determined tone. "All right Attea, let's get back to your training."

“Okay.” Attea said as she got up and walked off with the stallion before looking back toward the monitors that had Helix on it. “I hope it won’t be too late.” She said before she went off to continue her training.
> Chapter 8: Why so Serious?
> --------------------------------------------------------------------------

At a fair near the docks, a couple of stallions were climbing down a ladder and into a boat as one of them had a smile on his face. "Knocking over that yacht was a piece of cake." He told his partner before they both shared a laugh. He then noticed bubbles in the water and wondered what was making them before a pair of eyes glowed and a familiar claw came out and grabbed him before pulling him into the water. His partner heard the splash before he looked over the boat and saw his hat floating in the water before something emerged, Overflow.

The stallion panicked as he climbed the ladder and rushed off as overflow followed from the water before he burst out and stood in front of the stallion as he advanced towards him. The stallion then tipped over a carrot dog stand as it was then lit up and fire circled around Overflow.

“Getting toasty in that suit, aren’t you?” The stallion asked with a smirk.

“You do know I’m a watershooter, right?” Overflow asked as he put out the fire around him and then grabbed the stallion and tossed him in a prize booth as he was knocked out. “Seriously, who took out a water shooter with fire?” He asked in amusement.





A bit later, the officers came in and arrested the stallions as they were taken away. “I don’t care what anypony says. You circus freaks are okay by me.” The officer said to Overflow.

“Circus freak?” Overflow asked in confusion. “I’m not a circus freak. I’m a superhero.” He said before he jumped back into the water.

“Hmm. Looked like a freak to me.” The officer commented.





On the road, the Chariot drove off as Silverstream saw a sign. “Zombozo’s Traveling Circus of Laughs? Cool!” She cheered in excitement.

"I haven't been to a circus since I was a little colt, sounds like it might be fun." Flash mentioned with a smile.

"Uh, I don't know, it might sound like it's boring to me." Rainbow mentioned with an uneasy tone after seeing the sign. "I mean, the circus is just for kids."

"Hello, what are we, chopped gems?" Smolder asked with a brow. "Plus I kind of want to go considering I've never been to a circus."

"I think it's kind of lame, plus it's getting kind of late." Helix mentioned before letting out a yawn.

“Helix, it’s only 11 o’clock in the morning.” Twilight pointed out.

“Fine by me. Okay. Alright. You guys want to go see some stupid circus? Fine.” Helix said while leaning on his hoof while the others were surprised by his outburst.

"But don't come crying to either of us when you guys find out it's lame!" Rainbow boasted

“What’s with them?” Manny asked in confusion.

“We have no idea.” Gallus said with a shrug.





They soon arrived at a circus with a few tents put up and a bunch of ponies walking in. "Whoa, there sure are a lot of ponies here." Helen mentioned after looking around. "The whole town must be here to see it."

“Maybe this circus is amazing and so fun!” Pinkie guessed as Rainbow and Helix looked around and saw the clown pictures, which made them very uneasy as Helix spoke.

“It’s probably sold out.” Helix said.

“Yeah. We’re probably just wasting our time.” Rainbow said in agreement before a stallion appeared on a booth holding a cane and wearing a showman suit.

"Step right up, don't be shy and see the fingerless freak of nature whose strength knows no bounds, stronger than hundreds of minotaurs! Thumbskull!" The stallion announced while just during to one of the tents next to him. Coming out of the tent is a buff Earth Pony stallion holding a metal pull before he used his hooves and bent the pole with his neck as the crowd cheered in awe as the others looked in amazement.

“Showoff.” Manny muttered with a look before Thumbskull tossed the pole into the air. Then something caught it right when it went up, which looked like a strand of hair with metal balls connected to it.

“And presenting, Frightwig!” The stallion called while showing a mare pegasus bending the pole further with her mane that seemed to move on their own. “When this beauty lets down her hair, no telling what could happen!” She then bent the pole into a loop before placing the bent up pole on an anvil.

"And last but not least, the freak whose unique skills is this vile as his attitude, Acid Breath!" The stallion announced as a unicorn stallion wearing some sort of mask over his muzzle locked out. He only had tiny strands of hair on his head before he removed the mask to show off his rotten teeth and breathed out green breath as the anvil and the pole melted.

“Disgusting!” Rarity exclaimed.

“That guy needs major breath mints.” Sandbar commented.

“A lot of them.” Flash said as he looked around. “Hey, where’s Helix and Rainbow.” The two of them were wandering around the circus until they noticed a light coming from a tent with a sign that said 'keep out' on the top. They couldn't help themselves as they peed through and their eyes widened to see a unicorn wearing some goofy outfit as he looked himself in the mirror.

“Hahahahah! Howdy, folks! Are you ready to laugh?” The unicorn said as he smiled. “Perfect. That'll gonna knock ‘em dead." They saw in the mirror the unicorn had a pale white coat with a red mane while he had a Sinister smile on his face.

Rainbow and Helix flinched as they walked back. “Hey.” Fluttershy’s voice said as both Helix and Rainbow screamed as they turned and saw Fluttershy and Helen behind them as they sighed in relief.

“Helen, Fluttershy, it’s just you two.” Rainbow said after taking deep breaths.

“Don’t do that.” Helix told the two. "Both nearly gave us a heart attack…"

Are you both all right?" Helen asked. "Ever since we got here, you both have been acting really weird."

“Yes. And this is not like you either, Rainbow.” Fluttershy said in concern. “What are you two scared of?”

“I’m not scared of anything.” Helix denied.

“Same here!” Rainbow called with her hooves crossed before Twilight came to them.

“Come on, Ponies, the show is about to start.” She said to them.

“Let’s go.” Helen said as Rainbow and Helix walked with bored expressions.





After taking their seats in the Big Top, the spotlight shines down on the stallion from before. "Fillies and gentlecolts, ponies of all ages, the circus of laughter is proud to present the Sultan of smiles, the Crown Prince of Chuckles, the rib Tickler himself, Zombozo the Clown!" He announced before a very tiny chariot suddenly was seen driving in before it came to a stop. Then coming out of the chariot is a big hoof before Zombozo appeared from the tiny vehicle as he did a pose while the crowd started cheering and applauding as the others started laughing as well while Rainbow and Helix looked afraid.

The tiny chariot drove off as it faced Zombozo, who challenged it as he pulled up a red tarp like a matador as the chariot chased him. But once it hit the tarp, it turned into confetis as the crowd laughed harder. "If you all love to laugh, then this is the place to be!" He told the crowd as he gestured to some sort of large machine behind him. "You're going to die laughing! That's a Zombozo guarantee!"

"I got to go, get some popcorn." Helix told the others as he quickly made his way out of the big top.

"I think I will get us some cotton candy with that popcorn!" Rainbow quickly added before she flew after him.

"What's with them?" Applejack asked in confusion.

"Don't know, but I'm going to see what's wrong." Helen mentioned as she stood up and followed them. However, her head felt a little light-headed a bit when she stood up before she continued on.

"I was never very good at math when I was little, but I believe I have your undivided attention!" Zombozo declared. "Now how about some volunteers?" He then caught eyes of Pinkie Pie who was laughing harder than anyone in the crowd. "Ah, so full of life… for now." He whispered with a grin.





Rainbow and Helix exited the circus as they panted and took deep breaths. “There is nothing funny about clowns.” Helix said.

“You said it, Helix.” Rainbow agreed. “You have that thing about clowns too?” She asked.

“Yeah. Though, glad that I’m not alone with that thing.” Helix said with a small smile.

“What thing?” Helen asked as she appeared next to them as the two ponies screamed in startled.

“Ah! Helen, can you not sneak up on us all the time?!” Helix asked in startled.

“Sorry. But you two suddenly rushed off all of a sudden.” Helen apologized. “What’s wrong? I’ve never seen you two jump like that before.” She added in concern.

“Nothing! Nothing is wrong!” Rainbow said with her hooves crossed.

“Yeah, we just need to get out of there.” Helix added before the three heard glass shattering. “You guys hear that?”

“Yeah, we did.” Helen nodded as they hid behind the chariot and gasped when they saw the three circus freaks from earlier robbing a jewerly store. “Oh no! The freaks are felons!” She called Thumbslull started taking jewelry, Acid Breath melted some of the chariots and take the belongings, and Frightwig used her mane on an bit machine and took the hold thing out as bits fell.

“It’s payday!” Frightwig joked as she gave an evil laugh.

“This whole circus has been nothing more then a setup! They’re not putting on a show for fun, they’re taking not only their money, but robbing them as well!” Rainbow exclaimed with a glare.

“Well it’s Spidermonkey business.” Helix said as he activated the Omnitrix and switched to Spidermonkey before pressing the two buttons and slamming down the ring. Thumbskull heard the flash as he looked around as he heard monkey sounds as Spidermonkey and jumped over the chariot. “Excuse me, but is this part of the act? Because I'm pretty sure I didn't see thievering in the brochure!" He joked before shooting a string of webs right at Thumbskull.

“Hey! Monkey brains! What are you--” Thumbskull was cut off when Spidermonkey then swung him around and threw him into the ground.

Helen then zipped around and grabbed the things they stole and put them all in a pile. "These don't belong to you, you should really stick with a show act." She told them before she felt light-headed again. "Wh-Whoa…why is everything spinning?" She asked before Frightwig grabbed her with her mane.

Frightwig then pulled her up to her upside down. “You’re fast, but not fast enough!” She called with a smirk before Rainbow Dash came flying by and grabbed her wig, letting Helen go as she was dragged in the air before tossing her to the ground. Spidermonkey then ran to the small chariot and used his webs to get the hood out and take out all the stolen items.

“Hey! That’s our stuff!” Thumbskull yelled.

“These don't belong to you!” Spidermonky told them before letting out an ekk or two. "You guys should really find a new hobby if the circus thing doesn't work for you."

“No monkey, a pegasus, and a speed freak steals my loot. Get them!” Acid Breath yelled as he shot his acid breath at them.

“Watch out!” Rainbow called as she and Spidermonkey dodged the acid, but it hit the chariot as it melted. “Okay, I don’t think a dentis is gonna fix that.” She cringed.

"I got that covered, but I bet their insurance won't! Spidermonkey joked before he shot a web at Acid Breath to cover his mouth. He then jumped when Frightwig tried to use her hair to grab him before he used some web to make it stick to the ground before jumping at her and then releasing a barrage of punches.

Acid Breath then got the webs out of his mouth and turned to Thumbskull. “Don’t just stand there like a sore hoof! Get the boss!” He called as Thumderskull ran off while Helen got up while rubbing her head as Rainbow came to her.

“You okay, Helen?” Rainbow asked in concern.

“Y-Yeah. Just tired is all.” Helen said while shaking her head. “I don’t know why? Usually when I run fast, I hardly get tired.”

"Well you better take a quick power nap, because things are about to wrap up quickly." Rainbow told her as she stood up with confidence and flew right towards one of the freaks.





In the circus, the others and the crowd were still laughing really hard as Zombozo had a huge machine behind him as he gave a sinister laugh. “Laughter truly is the best medicine, for me at least!” He called as the crowd laughed even harder before Thumbskull came up behind him.

“Uh, excuse me, boss,” Thumbskull said as Zombozo didn’t hear him. “Excuse me.” He said again, which got Zombozo’s attatention as he frowned.

“How many times have I told you not to bother me while I’m eating!?” Zombozo questioned firmly as he floated down to Thumbskull. "What is it that's so important that you have to interrupt me?!"

Thumbskull gave a nervous look. “Uh, we ran into a bit of trouble outside.” He said as Zombozo frowned deeply.





Meanwhile outside, Spidermonky had Frightwig tangled in his webs on the ground while Rainbow punched Acid Breath down. "Two freaks down, one to go." He said before he noticed the last one was missing. "Where's the thumb head guy?"

“Wasn’t he just here?” Helen asked before some confettis exploded behind them as the three heroes turned and saw Zombozo and Thumbskull appearing.

"So you're an actual monkey huh?" Zombozo asked as Spidermonkey and Rainbow looked at him with frightened looks. "Let's see if you know how to cut a jig." He then bucked the two and punched them behind a tower as Zombozo walked up towards them.

Helen then ran up in front of them. “Leave them alone!” she told the Clown before she heard scared monkey noises coming from Spidermonkey before she saw him and Rainbow Dash cowering in fear. "Are you o-....o-okay…?" She felt lightheaded again before she stumbled backwards and landed on her bottom.

"These ain't heroes, they're a bunch of zeros!" Zombozo told the circus freaks while they just looked confused as those three put up a fight earlier. "Do us all a favor and bring that curtain down on this little sideshow!"

The circus freaks then used their unique abilities as they pulling on the tower. “Play’s over, heroes.” Acid Breath said as the tower came down on them as Rainbow and Spidermonkey panicked as Helen looked up and groaned as she managed to stay up and rushed towards them as the tower came dowm on them as they watched.

“Heroes gone!” Thumbskull said as he laughed.

“Come on! We got bigger laughs to get!” Zombozo called as he disappeared before the Circus Freaks ran off before a flash of light shone behind the rumble as Helen, Rainbow, and Helix were behind the remains and out of sight as they saw the Circus Freaks returning to the play.

“Phew, that was close.” Rainbow said in relief.

"Too…close…" Helen mentioned before she collapsed on the ground and lost consciousness. She wasn't the only one as Rainbow Dash and Helix looked tired and fell asleep next to her.





Later that night, the three woke up, while Helen still feels a bit tired, as they returned and saw the circus gone with some litter on the ground and ponies walking around looking even more tired than Helen before they saw their friends sitting on some stairs while giving weak laughs. "Guys!" Rainbow called out before she hovered over to them. "You're not going to believe but we just found out!"

“Heheh, Rainbow, Helix, Helen. Where’d you three go?” Fluttershy asked with a weak smile.

“Where’d we go? Where’d the circus go?” Helix asked in confusion.

“Yeah, it was here before we got back.” Helen added.

“Huh? Uh, we-we’re not so sure.” Flash mentioned before they looked back at where the circus was.

"I…I don't remember much…" Rarity spoke up through her weak giggles. "I remember we were laughing…"

"Y-Yeah…it w-was so very…very funny…" Silverstream added before she looked a little woozy.

“Guys? Are you okay?” Rainbow asked in concern.

“Heh. We’re fine. Just a little glum is all.” Applejack said with weak giggles.

“Then, why are you all still smiling?” Helen asked in confusion.

"I…I don't know…" Manny replied with a weak smile. "I-I…guess th-the show was…t-too good…"

"Okay…" Rainbow said with a weird tone before she noticed one pony was missing. "Hey wait a minute, where did Pinkie Pie go?!"





On the road, a chariot of the circus is driving as Zombozo and Thumbskull are riding upfront. “Did you pack me a snack for the road?” Zombozo asked Thumbskull as he smirked and remove the curtin from the back reveal some ponies they captured, one of them is Pinkie Pie as they all still laughed as Zombozo eyed Pinkie before continuing on.





On another part of the road, the group returned to their chariot as they were chasing down the circus after Rainbow Dash, Helix, and Helen told the others about what the circus freaks were doing during the show. "Zombozo must have zonked out the entire town during the show while his freaks robbed everyone blind." Helen theorized. "Maybe that's why they all look so tired?"

"Maybe, but did they take Pinkie?" Helix questioned in confusion.

"M-Maybe it has something to do with this." Ocellus spoke up before she shook her head and showed them something of interest. "I-It turns out that Zombozo supposedly died like three years ago… during an accident during a performance… and what's even creepier is that his grave was right next to some sort of chemical plant or something…"

“Are you saying that Zombozo is a zombie clown?" Helen asked while Rainbow and Helix looked really scared. "Oh wait, Zombozo… his name makes sense now."

“A zombie clown?!” Helix asked in fright while Rainbow looked freaked.

“Great, that’s the last thing we need.” Rainbow muttered.

“Helix, Rainbow, what’s bothering you two?” Flash asked weakly.

“Yea, you two been freaked out after seeing Zombozo during the fight.” Helen said in concern. “What’s got you two so scared?” She asked.

Helix and Rainbow sighed as they know they can’t hide it any longer. “Promise not to laugh, guys.” Rainbow said to them as they nodded.

“We’re afraid of clowns. They just creep us out.” Helix said to them.

“When I was a filly, I used to think clowns were cool. But when I saw how creepy they are, with those smiles and weird make-up with weird clothing, they really gives me goosebumps on my feathers.” Rainbow explained with a shiver.

“Same. I mean, I was so excited to see the circus when I was little, but after seeing my grandpa wearing such creepy clown makeup, I've been afraid since. They really are creeps.” Helix said in agreement as he sighed sadly. “We’re such losers. Aren't we?”

"Hey now, everyone has something they're afraid of." Applejack spoke up with a weak tone. "When I was just a filly, I was scared of heights… I was even scared to climb up the ladder to the roof of the barn… then I had enough…be-before I climbed right to the top…"

“Sometimes..you..go-gotta scare…the f-fear…out…of…you…" Twilight said as her head was becoming lighter than normal and her vision became blurry. She wasn't the only ones as the rest of them except for Helen, Helix, and Rainbow Dash felt the same way before they all just collapsed.

“Guys!” The three yelled in worry as they rushed up and checked on their friends before Helen realized something.

“Wait, if Twilight’s out cold, then who’s driving this Chariot?!” Helen asked in worry.

"Oh boy…" Helix muttered before the chariot began to move out of control and started going down a hill. The three screamed as they went down the hill. “We’ll crash if we don’t stop this thing!”

“Let me try something!” Rainbow yelled as she got onto the front of the Chariot and tried to steer it as she managed to avoid some trees, but then she saw that they were getting close to a cliff. “Guys! We’re running out of hill here!”

“We need an anchor, fast!” Helix exclaimed.

“I’m on it!” Helen called as she then started using the tarp on the chariot. “Come on, come on!” She pleaded but as the chariot went through the threes, the tarp came off. “Well, that didn’t work.”

“Okay, hold on! I’m gonna try this!” Rainbow called as she flew in front of the chariot and used her strength and flight to pushed it as the wheels shrieked before Rainbow got it to stopped before it go over the edge. “Phew. Glad that’s over.”

Helix then turned to his cousin. “Flash, are you okay?” He asked in concern.

“So… sad.” Flash mumbled. “So very, very sad.”

“Flash, what happened inside the big top after we left?” Helix asked. Each of them thought hard for a moment before they remembered something that happened in the big top. They remembered they were laughing at Zombozo's performance and didn't notice the machine was lighting up as they felt their energy being drained. They then remembered him saying something about loving the feeling of positive energy and how it feeds his soul.

"I…I think Zombozo robs creatures of more than just their possessions…" Twilight muttered in a weak tone. “I think h-he also takes th-the happiness o-of others… until there's nothing left…"

"That's why I felt so lightheaded when we first fought him, I was drained a little of my energy.” Helen said with realization. "Maybe it's a good thing I followed Rainbow and Helix out."

“And he's got Pinkie Pie who is a laughter machine!" Rainbow exclaimed with worry.

"An-and what's worse…i-if he takes a-all of Pinkie's energy…sh-she'll die…" Twilight finished before she lost consciousness.

Helen, Rainbow, and Helix looked on in horror as they looked at each other. “We gotta stop that clown! Fast!” Helix called.

“Not a problem for us.” Rainbow called with determination. “Helen, you think you’re still good to carry Helix?” She asked.

“I maybe be drained a bit, but unlike the others, I still got enough gas to go!” Helen called with determination.

“Great, let’s go while the others rest.” Rainbow said as she took off at high speed.

“Hang on, Helix. This is gonna get bumpy.” Helen said as she picked up Helix.

“For Pinkie and the others, it will be worth it!” Helix called as Helen took off at high speed after Rainbow as they followed the trail to Zombozo.





After a bit of running, the three heroes stopped as the circus was being constructed again in an area as they hid behind some crates. “Well, we’re here.” Helen said as she took deep breathes. “Phew. Talk about being drained a bit. I was barely able to keep up with Rainbow.”

“At least you’re still standing unlike the others,” Rainbow said  before they turned looked over and saw the circuit freaks still setting things up for another scam. Rainbow and Helix freaked out and turned and saw the Zombozo poster and gasped as they accidentally made on of the crates fall. “Oops.” She muttered.

The Circust Freaks heard the sound as Frightwing laughed as they put the crates down. “Looks like we got somepony who wants to see the show without buying a ticket.” She said as she removed Acid Breath’s masked.

“Nice going, Rainbow.” Helen said with a brow as Rainbow gave a sheepish look as Helix thens tarted activating the watch as he slammed it down, but the core is stuck as he hit it hard.

“You never make this easy, do you?” Helix questioned his watch before he put the faceplate back up and changed it up. Each of the freaks started attacking the crate one by one until it was nothing but a puddle of acid and broken board.

But then a flash of green light appeared behind another set of crates when they heard some sort of noise. "What was that?!" Thumbskull asked before a slimy fist punched the three of them back. They quickly got their bearings before Goop stood tall in front of them. "I don't know what you are, but I'm gonna tear you apart!" Thumbskull told him before he charged right at him.

"You want to play a game, let's play!" Goop challenged before he turned into a puddle right before Thumbskull was closing in. He then slipped on Goop and was hit in the head with a frying pan by Helen.

“That’s for trying to suck my happiness out.” Helen said before she then started throwing things at Frightwig, who redirected them back to her as Helen dodged.

“That all you got?” Frightwig questioned.

“Just warming up, lady.” Helen said as she stood up and started throwing some baseballs at a high speed towards her. She managed to dodge a few of them before another few more trips before Helen then she tied up Frightwig with her own mane before she knocked her out with a punch.

"Two down, one to go!” Rainbow declared before acid breath jumped on some crates and started breathing acid. The three of them quickly moved out of the way to dodge his breath before hiding behind some crates. "Didn't your mommy ever tell you it's not polite to spit?!"

“Who do you think taught me in the first place?” Acid Breath questioned as he was about to send his breath at her, but Rainbow threw an apple on his mouth, blocking it as she flew at him with multiple punches and knocked him down. 

“Strike three!” She quipped.

"All right, now let's get the clown!" Helen told the two before walking up to the front of the big top. She can tell the two of them were nervous as they were shaking, Goop especially as his body was moving like crazy. "Look, remember why we're here. We have nothing to be afraid of if it means saving one of our friends and stopping this maniac."

"Right, he's just a zombie with a funny outfit… Nothing we can't handle, especially with me as Goop." Goop said nervously before the Omnitrix timed out any transformed back into Helix.

“Seriously, which side is that watch on anyway?!" Rainbow complained.

“You tell me!" Helix responded.

“Hey, powers or no powers, we can still don this.” Helen assured them. “Remember, it’s for our friends and Pinkie. Remember why we’re doing this.” She said to them as the two took deep breaths and nodded as they all entered the the tent as the three flinched back and saw their reflections before they realizes it’s just a mirror.

“Oh, great. Now we’re afraid of our own reflections,” Rainbow saracstically said.

“Let’s just go.” Helix said as the three walked into the tent as somewhere, Zombozo gave a sinister look as the three entered the mirror mazed.

“Hiya, kiddos!” Zombozo called as the three heroes heard his voices as they glared. “Something tells me you’d three barrels full of laughs!" The three of them continued on before they bumped into a mirror that was a dead end. They backed up before their heads turned into Zombozo's and the reflections. "Hey there team frown, why so serious?” He questioned as they backed away and saw many Zombozos as they ran off as he tried to reach them, “What’s your stoires, morning glories? Was that your four armed ape that gave my freaks such frowns?” He questioned as the three ran through a strange area as a headed spring Zomoboz appeared. “What about that weird blob outside? Do they work one of you three or… Are you some kind of freak like your girlfriend, boy?” He questioned as the three were tossed in the air.

"WE'RE NOT FREAKS!" Both Helix and Helen shouted as all three of them started falling into a void before flames lit up and took the form of Zombozo's face. Then while Rainbow Dash was flying, both Helix and Helen were swinging on a trapeze.

“Okay, this is starting to get creepy!” Rainbow called as the trapeze Helen and Helix were swinging on broke as the two fall as they landed on a spiderweb. “Hang on guys, I’ll get you out!”

“Please! This stuff is super sticky!” Helen called as a spider of Zombozo came crawling towards them.

“Come on, kids! You’ve got to learn to loosen up. Laugh a little.” Zomoboz said as he crawled up to their faces. “It’s what keeps me going.” He said before he cut the webs as the two fell while Rainbow followed as Helix and Helen landed on the ground. They got up when a spotlight shined down on the three of them before Zombozo came out of the shadows with a grin on his face. The three of them could see the suit he was wearing had orbs and could see would look to be Souls of the creatures he took happiness from. They then saw Pinkie Pie in the orb of his top hat while laughing hysterically. “Now don't tell me you're afraid of old Zombozo?" He asked as both Helix and Rainbow Dash were trembling in fear.

"We know how you died three years ago during an accident, but why are you doing all of this?!" Helen questioned as she stood in front of the trembling ponies. Zombozo then stomped his hoof before a spotlight shined down on his machine before a cable extended out and attached itself to his back. He was then lifted up in the air by the cable before he let out an evil laugh.

“Only what every clown worth his floopy shoes wants, to make people laugh!” Zombozo said before he then got in front of the three with a cazed expression, which spooked them badly. “Then drain their positive energy like a sponge in a pool party that helps keeps me going and maintain my soul!” He added while spitting out som saliva as their faces before he returned to normal. “Is that so wrong?” He asked innocently.

“Is that the machine you use to suck the happiness out of your audience?” Helix questioned while trying to keep his fear from controlling him.

“I call it the Clyclown. Clever, eh?” Zombozo asked with a smirk as he flew around his machine. “Soon, I'm taking my act to the big cities like Canterlot! Millions of ponies and other creatures will be laughing for me! Feeding me! Making me stronger!"

"I want my friend Pinkie Pie back!" Rainbow demanded when she looked up at look him in the eyes.

"Friend?!" Zombozo repeated as he spat in her face. "Didn't you hear? She ran away with the circus!” He told the three as he gestured to another part of the Ring as a spotlight shined down on a shriveled up Pinkie Pie who laid on the ground and barely let out a chuckle as her mane and tail were deflated. One look at their friend and both Rainbow and Helix's fear turned into anger as they both glared at the clown.

"Oh you're funny." Helix told him as he activated his recharged omnitrix. "But we're the ones who are getting the last laugh!" After choosing which alien he wanted, he pressed the two buttons and slammed down on the core as he transformed into Upgrade right in front of the zombie clown.

Zombozo looked at him for a moment before he shook his head. “Nice try, kid, but I sell the tricks. I don’t buy ‘em.” He said with a smirk.

“We just figured out there’s something we’re even more afraid of than you.” Upgrade said before he then punched Zombozo in the face, which made him spin and got caught in his cable as he glared at them.

“And that's losing our friends to some goofball emotional vampire zombie.” Rainbow said as she flew around Zombozo, punching him many times as he lowered himself to the ground.

“In other words…” Helen added as she sped up to Zombozo with her fist raised, and then she socked him in his clown noise. “You are going down, clown!" Zombozo growled in frustration before Rainbow and Helen had a smirk on their faces. "And another thing, you probably shouldn't have shown us your source of power."

“Because our friend there can control anything like that.” Rainbow added with a smug tone.

“Wait, what?” Zombozo asked before he turned to his Cyclown and saw that Upgrade merging with it. “No! What are you doing!?”

"We’re going to see how tough you are when you're the one being drained of energy!" Upgrade replied before he managed to make it go in reverse. Zombozo then felt all the positive energy he stole things zapped out of him before it was released like an energy pulse. Pinkie's positive energy immediately went back to her, as well as all the others he stole returned to their rightful owners. Then they saw Zombozo fall to the ground as he was becoming all shriveled up. "Boy, you don't look so good. You really should see a doctor."

“I-I’m warning you three to back off.” Zombozo said nervously.

“You wanna see something really scary?” Helen asked as she then quickly brought out a scary zombie mask, which made Zombozo flinch and crashed into his machine as he fell to the floor as he crawled in fear. “I knew having that zombie mask would come in handy.” She said with a chuckle.

“Nice joke, Helen.” Upgrade said as they moved towards Zomoboz.

“Aww. Now, don’t tell us you’re afraid of old us.” Rainbow taunted with a smirk.

“Please… No more!” Zombozo pleaded.

“Boo!” The three called, which made Zombozo expanded and he blew up in confetti as the others flinched back in shock.

“Oh. That kind of even freaked me out.” Rainbow commented as the Omnitrix timed out and Helix transformed back as Rainbow remebered something. “Pinkie!” She cried as she rushed up to Pinkie, who reverted back to normal state as Rainbow placed a hoof on her in concern as Helen and Helix came to them.

“W-What? Guys?” Pinkie asked tiredly as she managed to get up. “Hey, where’s that popcorn and cotton candy?” She asked.

"Yep, she's all right." Rainbow said with a smile.





A bit later, after the rest of their friends regain their positive energies, they managed to catch up with the others as they send a little to the police as they arrested the Circus Freak and the Chariot drove off. “You guys feeling okay?” Helix asked them.

“Happy as a hyped bunny.” Applejack answered with a smile.

"Yona will never trust clowns again." Yona declared with a tone.

"That was pretty smart, you two beating your fears like that." Flash mentioned as he rubbed Helix's head.

“Thanks. And we’re just happy to have beaten that zombie clown.” Rainbow said with a smile. “With him gone, things are just calm and normal laughs.” She said as Smolder appeared with a clown mask between Helix and Rainbow.

“Boo!” Smolder called out with a laugh, but Helix and Rainbow didn’t flinch.

“Oh. Hi, Smolder. Trying out some new makeup?” Helix asked with a smirk.

“Because that fits you really well.” Rainbow said with a smile.

"Aw, you both are no fun anymore!" Smolder complained as she tossed away the mask.

“Guess she can’t take a joke.” Pinkie said with a shrug as they all laughed as they drove off, glad that Zombozo’s energy draining and circus career is now over and that every creature is now happy again.
> Chapter 9: Mis Drago
> --------------------------------------------------------------------------

The group was seen taking a tour at a museum filled with artifacts as Helix, Gallus, Sandbar, and Pinkie stood behind some old masks. "They sure had some funny masks back then." Pinkie mentioned with a giggle.

“And behind this impenetrable glass is the recently discovered and real only existing copy of the Equestrian Arkamada book of spells.” The elderly tour mare instructed as Twilight and Ocellus looked at the book.

“It contains ancient witchcraft and rituals from Ancient Equestrian times.” Both Twilight, Ocellus and the elderly tour mare said as the tour mare gave them both a look.

“Maybe you two should work here, dears.” The elderly mare said as she walked off with a look.

"Don't let her get you both down, she's probably older than that spell book." Helix whispered to the two.

“Though, that is an interesting book.” Smolder said with a brow. “But is it even real or it’s a raud? Because there’s a lot more spell books out there.”

"Because this one contains spells that hold the balance of both dark and light magic.” Twilight answered with a sparkle in her eye. "Only one unicorn was able to find the balance between the two. His name was Dezal, the Almighty."

"There was a unicorn more powerful than Starswirl?" Flash asked in a sarcastic tone.

“Well, not as powerful as Starswirl, if that’s what you’re thinking.” Twilight said with a smirk. “He came after Dezal before he was trapped in Limbo with the other Pillars. Way before Equestria was even founded.”

"So, they're on the same level?" Manny questioned before every pony and the group felt rumbling as they began to levitate up. They all were surprised by this before they all got stuck up on the ceiling. "Yo, what's going on?!"

“Ah, something tells me this isn’t on the tour!” Applejack exclaimed as Flash and those with wings tried to fly but they couldn't use their wings.

"How come we can't move?!" Rainbow questioned before they saw a crystal on a wall glowing red before red smoke emitted from it. The smoke soon landed on the floor before taking the form of a dark gray earth ponies stallion wearing a red cloak holding a staff with a bird skull biting down on a ring on it. This stallion had strange markings up his hooves and a skull tattooed on his face. Around his neck he was wearing at least ten amulets with different symbols on each of them.

“The Equestrian Arkamada book of spells.” The stallion said while looking at the book. “All of its power shall soon be mine and the world will kneel down to me!” He exclaimed as one of his amulets glowed. “Fah-me-doof!” He exclaimed as the glass broke into many pieces.

“That glass was unbreakable! Impossible!” Twilight exclaimed in shock. “No amount of magic or strength could break it!”

"To top it off, he's an Earth Pony!" Flash added with confusion. "How is he able to do magic without a horn?!"

The stallion raised his hoof as the book levitated as Helix then activated the Omnitrix. “Well, whoever he is, now might be a good time to go…” Helix tried to say, but then the stallion turned and aimed his staff at them as it glowed. “Hero-OH!” He called as they all started falling from the ceiling as Helix tried to activate his watch before he slammed it down and turned into XLR8. “Helen! With me!” He called as his visor covered his face.

“On it”! Helen called as they quickly grabbed the edges of the tarps and tied them down as the ponies falling slid down safely on the ground. “Everypony out!” She called out.

After the tourists were safe, Ocellus quickly armored up as Twilight dropped the illusion spell on both Helen and Manny. "Be careful, we don't know what he is capable of!" She warned them.

"Right!" Manny responded before he turned to the stallion. "Dude, if you want to get a book then go to the library instead!"

The stallion stood still as another symbol glowed as he raised his staff. “Dethi-moror-natta!” He called as his staff send a fire stream on the tarp, buring it as Manny duck for cover while Ocellus flew around while XLR8 and Helen superspeed around while avoiding magic shots as XLR8 charged at the stallion, but he sends a bright flash at him, which caused XLR8 to cover his eyes and slid across the floor as he crashed into the wall.

“Helix!” Ocellus called as the stallion summoned a bunch of rocks before they combined it to form a golem that quickly grabbed her. Just before he could command it to do something else, a trash can was seen flying and hit him in the back of his head before he turned to see Smolder and the others there.

“Guess we got his attention.” Smolder said as the others took ready stances.

“Kinda wish we hadn’t.” Fluttershy said nervously as the stallion gave a glare before he stabbed the ground with his staff to create a shockwave everywhere around him, which made them go flying by.

"Back off!" Manny shouted before he delivered a punch that crumbled the golem into pieces. Then both Helen and XLR8 went into full speed as they ran around the stallion and delivered many blows to him. They then went separate ways before Manny and Ocellus ran up and delivered a powerful punch that not only sent him flying back, but also knocked out one of the amulets from his neck.

Then the four heroes then delivered a four-way punch at the stallion as they knocked him down to the ground as he was now out cold. XLR8 turned and saw the amulet before he picked it up.

“Nice job, team.” Rainbow said with a smile. “You four are getting better.”

“Well, just doing what we need to do and keeping it low-key.” Ocellus said to them.

“Yeah, uh, how about we switch it up a bit just for today?” XLR8 asked with a smirk. Later, the four of them stood in front of the museum as a large crowd cheered for them and some creatures were taking pictures of the four. "Who are your heroes?!"

Across the street, the police and medics are pushing the out-cold stallion in a security wagon while the others looked at the four heroes with amusing smiles. “Helix sure wants the attention, huh?” Rarity asked with giggles.

"And it looks like Ocellus doesn't mind the attention either." Gallus mentioned as he pointed towards her with her armor looking less menacing and waving her arms in the air. Smolder however had her arms crossed as she looked away from the four.





A bit later on the road, the Chariot drove by while Helix looked through his collections of his hero souvenirs he collected during the summer. “All I’m saying is that you guys didn’t exactly stop that creep all by yourselves today, okay?” Smolder said with her arms crossed. “I’d also helped save your sorry butts, but does any creature notice me?”

“Hey, easy there, Smoldy.” Manny said to her. “Being a hero is not about getting attention.” He stated.

"Yeah, we only do this for the right thing." Ocellus added.

"'Who are your heroes'?!" She copied what Helix declared earlier. “Hello, you call that 'not getting attention'?"

"We noticed you, Smolder." Fluttershy said with a warm smile.

"You're our teachers and they're my friends, so they don't count.” Smolder replied.

"That's what friends do, so I guess you got a point." Sandbar mentioned as he rubbed his neck.

“Hey, no offense, but you threw a trash can at the guy instead of using your fire breath.” Helix pointed out. “That doesn’t exactly make you a hero, unlike us.”

"Oh, would you wake up already?!" Smolder told him. "Helen and Manny were born like that, and the reason why you and Ocellus are heroes is because of that armor and that watch! If I found either of them instead of you two, I would be getting all the attention and the praise, including the cool souvenirs!"

“Smolder! Enough!” Twilight called firmly, which made Smolder flinch. “For one thing, Helen, Manny, and Helix, they didn’t asked for their powers by choice. And Ocellus got the Upgrade Armor as a gift from Eigtheight and is getting better at being social. But, at least they found a purpose on using their abilities. Besides, if you were born like how Manny and Helen were, would you be on the streets like they were?” She questioned with a look.

Smolder then looked out the window with a sad look as Helix felt bad for her. He then pulled out the amulet from the box before offering it to her. "Here, you can have it." He told her.

Smolder was surprised by this as she turned to him. “Really?” She asked.

“Yeah, I got tons of other stuff.” Helix said with a smile as Smolder as she accepted it and looked at it.

“Wow." She said as she got a good look at the amulet and the engraving on it kind of looked like a dragon head

“Smolder, don’t you have something you wanna say to Helix?” Fluttershy asked with a smile.

"Thanks, you know, for the amulet thing." She told Helix with a smile.

"You're welcome." Helix replied. "And I think it might suit you because of the dragon thing on it."

"Oh wait!" Rarity shouted before she used her magic to take the amulet from Smolder and some string from one of her suitcases. She then concentrated as she weaved together the strings around the amulet before placing it around a Smolder's neck. "There, and I must say it does suit you quite well."

"Yeah, but I can't help but feel like I've seen it somewhere before." Twilight muttered. "I just can't put my hoof on it."





In the emergency chariot, the stallion  is still unconscious while the doctor looks at the monitor of his heartbeat, but then two of his amulets glow before he wakes up. “My destiny shall be fulfilled and no one will stand in my way.” He said as he blasted the door, which caused the chariot to stop as he then walked out and floated down to a spooky forest with a straight look while the driver looked in shock.





Then at a restaurant, the heroes are sitting on a table enjoying their dinner while Smolder and Gallus looked at a plate with one cupcake. “I did the math, Gallus had three cupcakes out of Smolder’s two.” Occlus noted.

“Well, time to make it out of four.” Gallus as Smolder’s amulet glowed before he was about to pick up the cupcake with his fork. But then she swatted it away from him so fast, almost like a blur.

“Oh, I don’t think so, Griffin boy.” Smolder said as Gallus’ fork went flying, stabbing a unicorn waitress, who was levitating a try with an empty cup, on her hoof.

“Yowch!” The waitress explained as the cup went flying and she accidentally flung a glass cup over to a chandelier which spun before it flew right into the kitchen. The cup then flew in and hit a chief, which caused him to bump into a cart, which caused it to roll out of the kitchen with a bowl filled with salad as it hit the table, which sent the bowl flying before it hit Gallus in the head, causing the salad condiment to spill all over him as he gave a dull look.

Smolder took her chance took the last cupcake and ate it with a victorious smile. “Okay, now I’m full.” She said.

“Well, you always wanted to eat healthy, Gallus,” Sandbar commented.

“Not while on me, you know.” Gallus muttered as the group all gave laughter as Smolder’s amulet stopped glowing, which brought Twilight’s attention, as did Smolder, as they looked at the charm in wonder.





At the museum, the stallion is wrecking the place while levitating a security guard as he searches for the book as he turns to the guard he had hovering in the air. “The Arkamada book of spells!” He said. "Where is it?!"

"A-After you broke in the first time, we had to lock it in the vault.” The guard answered before pointing towards a vault on the other side of the room. The stallion walked towards the vault  as he stood in front of it.

“Addah aviv-mona-ratah!” The stallion recited, which got the vault door down as the spell book sat there before he looked at it and levitated towards him. “Yes. Soon my power will know no limits.” He said as he was surrounded by yellow magic, but then it stopped as he looked down and saw one of his amulets was gone. “One amulet is missing. Of course, the battle with those creatures.” He muttered with a look. "This will not stand." He then vanished in a puff of smoke.





After leaving the restaurant, the group is walking down a street market while Pinkie giggles. “You know, I heard of having a salad in you, but not on you.” She chuckled in amusement as the others followed while Gallus did it dully.

“Glad I could make your day, Pinkie.” Gallus said dully.

“Come on, Gallus, can’t you take a joke?” Silverstream asked with a smile.

“Though, that was unexpected. But it sure was funny.” Helix said with a chuckle.

“True that.” Smolder said with giggles before she turned to Helix. “By the way, Helix, thanks again for the charm. I feel like I should get you something in return.” She mentioned with a smile. She then walked up to a food stand. “One please.”

“Help! They stole my purse!” A mare exclaimed as they saw a couple of punk stallions running away with the mare’s purse before Flash stood in front of them.

“That’s far enough.” Flash said firmly to them.

"Oh yeah, who's going to make us?" The leader questioned with a grin. "You?"

"Actually, him and his personal friend Diamondhead." Helix whispered before he got behind the food stand and attempted to activate the Omnitrix. The punk stallions then pulled out either chains or some crowbars as they looked ready to do some damage. “Come on, work.”

“Hey, hey, hey, that’s a nice necklace you got there, dragon.” The leader said as he tried to grab it, but Smolder backed up as Helix still couldn’t seem to activate the Omnitrix.

“Ah, this is not my lucky day.” Helix muttered.

The three punk stallions were about to attack, but then Smolder’s amulet started glowing again as Manny pushed her back. “Let me take care of them!”  Manny said.

“Hey!” Smolder exclaimed as she was pushed back and bumped into a juggler, causing him to trip and his unicycle flew into one of the stallions and the pins to hit the leader as he stumbled back before Applejack held him. Another punk was making a run for it before Smolder sneezed at a potted plant, which strangely enough her flames were light blue, which caused the plant to disappear before it reappeared and it fell right on top of the punk's head, knocking him out. 

They all looked in surprise as Smolder looked at her amulet as it glowed. “Huh. Cool.” She said with a smile as it stopped glowing.

"This little dragon's a hero, officer." The elderly mare said as Smolder handed her purse to her.

“Who, me? Just lucky, I guess.” Smolder said with a shrug before she turned and saw a mask stand as she gave a smirk while Spike looked surprised.

“Did anypony else see that?” Spike asked in surprise. “Smolder just teleported that flower pot with her fire. I didn’t know she could do that as well.”

"I think it wasn't her at all." Twilight muttered as she looked at the amulet around Smolder's neck. "Spike, I'm going to need you to write a letter to Star Swirl and Princess Celestia. Tell them about the stallion who was able to use magic, the book of spells, and amulet. Also, tell him to meet us here tomorrow."

“Okay. I’m on it.” Spike said as he took out a scroll and a quill as he began writing it down.





The next morning, Rainbow Dash was letting out loud snoring with a horse sound in the carriage as the young ones were trying to get some sleep but couldn't because of it. “Sweet Celestia, Ms. Dash’s snores are annoying!” Helen complained as she tried to use her pillows the muffle the snoring.

"Anyone got any ear-plugs?" Ocellus whispered.

“I don’t know if we have one.” Sandbar said while using tissues on his ears.

“Yo, the least she could do is find a better snoozer.” Manny said while using two of his arms to block the sound while using the other pair to cover himself in his blanket.

"Uh guys, where's Smolder?" Helix asked when he noticed she wasn't in her bed before they heard the sounds of a basketball dribbling on the ground. Outside, Smolder was the one dribbling the basketball before she tossed it up in the air and breathed the blue flames again. The basketball then disappeared before reappearing over the basketball hoop and went down it.

The basketball then bounced off of the ground and over some benches before it was launched up to some wires. The basketball then rolled on the wires before falling down through the basketball hoop again. "Nothing but net for the one-hundredth time." She said with a proud tone. The others had walked out and witnessed what she did as Gallus picked up the ball.

“Okay, we are definitely not playing buck-ball.” Gallus commented.

“Give me the ball.” Smolder said as she was about to get her ball back, but Ocellus took it from Gallus.

“Not till you tell us how you did that.” Ocellus said.

“Yeah, Smolder. Especially last night.” Sliverstream added. “You used your fire breath to teleport that flower pot on that punk pony’s head.

“Yona thought Smolder used fire to burn?” Yona asked in confusion.

“That, and only Spike can do that.” Helix pointed out.

“What can I say? I’m charmed.” Smolder said with a smirk before looking at her amulet. “It's like every time it glows, it gives me some sort of magical powers and everything just goes my way. Like that teleportation flame I did, and it makes me wonder what else I can do."

Just then, Rainbow got out as she and the other adult ponies came out of the Chariot. “Nothing like a good night’s sleep.” Rainbow commented with a stretch.

“How did you ponies sleep through the snoring?” Helix asked in wonder.

“We had something to help with that.” Rarity said as she removed some ear-plugs from her ears as the other did the same.

"Oh that's so not fair!" Helen complained after seeing the earplugs.

“You could’ve given us some!” Helix complained. “Rainbow snores more than my grandpa back home!”

“Uh, sorry about that. I guess we didn’t tell you.” Twilight said sheepishly. “Uh, anypony up for breakfast?” She asked before an explosion went off in a construction building as the cable snapped and the two construction ponies were dangling on their lift.

"Looks like it's time for a real here at work." Helix said as he activated the Omnitrix.

"Yeah, and that's me." Smolder muttered as she looked at her amulet before she rushed off. They all wondered where she was going before Helix slammed down the watch and transformed into Spidermonkey. Ocellus geared up with her armor as Manny and Helen revealed their true forms as they rushed toward the construction site.

“Over here! Somepony!” A stallion called as he was stuck in a rumble and a fire was about to explode. But then Smolder appeared behind the group as she was wearing a bright red jumpsuit with a flaming dragon on the back. She wore orange gloves with red ends on the claws while she was wearing a golden yellow and red mask with blue marking flames on the eye holes.

“Smolder?” Spike asked in surprise when they saw her in the get-up.

“It’s Mis Drago, Spike.” Smolder answered as she rushed off to the middle of the chaos. “Stay calm!” She called as she looked around before she saw a way to get the stallion out. Her amulet glowed before she breathed flames on a crane holding a few bars which disappeared and reappeared high above the steel beam keeping the stallion trapped.

Spidermonkey was crawling on the wall to the two stallions dangling before the steel beam appeared above him. “Oh, crud.” He muttered before the beam fell on him as he started falling while screaming.

“Uh-oh.” Smolder muttered.

“Helix!” Flash exclaimed.

“Smolder! I-I mean, Mis Drago, move!” Twilight exclaimed in worry as Smolder quickly dodged the beam and got into the cement cart, which rolled, which caused it to hit a beam as it hit Manny, which caused him to scream and the pipe chute bent as he fell into the cement.

“Slide down the chute!” Rainbow called as the stallions let go and slid down the chute and into safety as Helen rushed up to Spidermonkey and Ocellus got Manny from the cement.

“That was unexpected.” Ocellus commented as she put Manny down.

“More like bad luck if you ask me.” Manny muttered as he shook the wet cement off him.

“How did you pull off this amazing rescue?” A press mare asked Smolder with the crown surrounding her.

“With style, of course.” Mis Drago answered before waving her claw at the others with a smirk. “Who’s your hero?!”

“You heard it here first, live.” The press pony said as the four heroes gave Smolder a look.

“Okay, now she’s just rubbing it in.” Spidermonkey muttered.

"I'm starting to think that her amulet not just gives not just some magic and good luck, but also gives others bad luck.” Helen grumbled.

“Something tells me that’s accurate.” Ocellus muttered in her armor.





On a street, the stallion is floating around, searching for his amulet before he sees a newspaper of Smolder, aka Mis Drago, as he looks at the picture very closely and sees her wearing his amulet. He narrowed his eyes before he floated it away as he concocted a plan to get back his amulet.





Later, Manny was drying himself off after taking a shower to get the cement off him. "Seriously Smolder, that was not cool what you did." He told her with a grumble.

“Hey, don’t blame me. I didn’t expect you guys to be in the middle of that.” Smolder said in defense. “At least those ponies are saved.”

“After a beam hit me and Manny to fall into wet cement!” Helix exclaimed with a look. 

“Seriously, I was lucky this stuff didn’t dry off fast.” Manny said as he kept wiping the cement off.

“And I think you’re right on it,” Twilight said as she held up a scroll. “I just got a letter back from Celestia and she and Starswirl about the Akarmada Book of Spells and the dark magical charms, and they’re part of a set called the Amulets of Dezal.” She informed them.

“Wait, so this charm really is luck?” Smolder asked while looking at her amulet in surprise.

"It's more than that." A familiar voice spoke up before they all saw Princess Celestia and Star Swirl walk in. "The Amulets of Dezal were made from the essence of different creatures across Equestria." Celestia told them before she walked up to Smolder. "When Twilight told us about the amulet and the spellbook, I knew I had to see for myself."

“And it’s not just luck a charm can be made. There’s also charms of fire, levitating, reincarnation, and even harnessing magical energy.” Star Swirl explained with a serious look. “And each one contains different powers from each creature of Equestria. I've heard of Dezal during my travels across the land and I couldn't believe what I heard. A unicorn that even surpasses me managed to find balance between light and dark magic while also creating ten amulets to harness other creatures' powers and magic as well.”

“Whoa, those are the amulets Mr. Freak was wearing at the museum when we kicked his butt!” Helix said in realization.

"I'm sorry but, who?" Celestia asked.

"Just some weird earth pony stallion that was able to use magic." Helen answered. "He was wearing this cloak while holding a staff and he had weird markings up his hooves."

"Did he also have a skull tattooed on his face?" Star Swirl questioned with a brow.

The others were surprised by that. “Uh, yes. He did.” Fluttershy said nervously.

"Wait, how did you know he had a skull tattoo?” Spike questioned him.

“Oh dear. He’s returned.” Star Swirl said dreadfully.

"Who has?" Twilight asked in concern.

"Grimoire Hex, a very powerful and dangerous individual I faced long ago." Star Swirl answered. "He too surprised me at first when he began using magic in front of me. I knew right then and there that he was not from Equestria, but from an entirely different realm. He was stealing magic from others to complete some ritual before I stepped in and interfered. We fought and I barely managed to beat him."

“Wait, so that guy is from a different realm, and he’s as powerful as you, and also, how old is he?!” Rainbow questioned in shock.

"I'm more curious as to why he wants the spell book." Flash mentioned.

"Well we have nothing to fear if you have one of the amulets." Celestia spoke up. “One must possess all ten amulets to access the spell book and its power."

“Well, that’s good. His loss is my gain.” Smolder said with a smirk.

“I’m afraid more like ‘was’, young dragon.” Star Swirl said firmly. “We need to hide and get rid of that charm before Hex recovers it.” He said firmly.

“No fair! Not before I use it again.” Smolder complained.

"And give us more bad luck?!" Helen questioned before she let out a sarcastic laugh. "We don't think so. That amulet may give you magic powers and good luck, but it also gives others bad luck in exchange!"

“When that amulet glows, whatever luck you gain, is bad luck for us in the way of our hero duty!” Manny exclaimed. “We would’ve helped those ponies if you hadn’t gotten in the way!”

"Yeah, and maybe I wouldn't have gotten hit with that salad if it wasn't for that amulet!" Gallus added.

“Oh, you guys are full of it. Equestria needs the power of Mis Drago.” Smolder retorted.

“News flash, we’re the ones with powers!” Helix exclaimed.

"I'm sorry, was that?" Celestia asked in confusion.

"It's a long story." Twilight whispered to her.

“Well, you can make that four a five now.” Smolder countered as she got in front of Helix’s face.

“All that stuff you did, it’s not you. It’s that charm!” Helix exclaimed.

“It’s not you, either. It’s that watch!” Smolder countered.

“I shouldn’t have given you that charm!” Helix yelled straight at Smolder’s face. “Out of everypony in this Chariot, you’re the one who’s always messing with me the most! You’re just like my cousin, Misty!”

"Well sorry if I didn't get any credit for helping you in the past!" Smolder shouted back.

“At least we’re actually we’re happy with what we got! You’re just jealous!” Helix yelled.

“Am not!” Smolder protested.

“Are, too! Times ten!” Helix shouted.

“And in the news of the weird, reports are coming in that the city’s famed ‘Haunted History Mansion has come alive, trapping dozens of visitors inside.” The radio said.

“That’s convenient.” Rarity commented.

"We better go there now!” Twilight said as she took the wheel. “And you all better hope to sort this out when we get there."

"Unless someone doesn’t zap away our good luck to give us bad luck that is.” Helen said with her arms crossed as Smolder growled at her.





Once they made it to the mansion, they stepped out as Helix was about to use the Omnitrix, but then Smolder pushed him aside while in her Mis Drago suit. “Back off! I’ll handle this!” She called as she rushed.

“Smolder, will you just…!” Ocellus called before she groaned. “Oh, that stubborn dragon.”

“We’re the real heroes here!” Helix called as he and the there three rushed off as the others sighed.

“Can’t they ever work things out?” Pinkie asked in confusion.

“Let’s just go after them.” Flash said as they all rushed into the mansion and saw ponies screaming as on a walkway, the floor titled as they held on. On the side behind tattered curtains, Hex is floating there with this cane.

“I knew you couldn’t resist. Mis Drago.” Hex muttered with a smile before he gave a laugh and used his staff to tilt the boardwalk further as the crowd started screaming. "Ah and Star Swirl, my old friend, now I'll get two birds with one stone."

"Everyone remains calm, Mis Drago's in the haunted house!" She declared after pushing Helix aside.

Manny then grabbed Smolder and pushed her aside, “Yeah, with other heroes here.” He retorted.

“Hey!” Smolder yelled.

"Yeah, if anything you're going to put them in more banger by giving them bad luck!" Helen told her before Hex used two of his amulets to make the whole house shake. As Smolder and Manny went up the stairs, it started to rumble before the steps started flying out. The group quickly ducked out of the way just as Helix activated the Omnitrix and transformed into Overflow.

“Dang it, I was going for Fourarms!" He complained before he noticed Celestia and Star Swirl unfazed by his transformation. "This doesn't freak either of you out?" He asked them before they gestured to the whole house. "Yeah, that's a good point."

“Uh, guys! A little help here!” Manny exclaimed as he and Mis Drago held onto the stairs as it flew off and the support star went flying as the crowd screamed as Hex used his staff to move it around before Mis Drago and Manny went flying, but Smolder’s amulet glowed as she landed perfectly on a pillar while Manny crashed into the wall. “We… told you that thing… was bad luck for us.” He moaned as he fell to the floor with a thud.

A mare was screaming as she was about to fall, but Helen came in and grabbed her before she hit the floor and brought her to safety as Manny got his bearings and grabbed hold of the pillar as Overflow came in and blasted debris away. “We got it!” Overflow exclaimed.

“But who’s got them?!” Fluttershy cried while gesturing to the ponies on the beam Manny was holding.

Smolder flew in and got the chandelier as she flew towards them. “Everypony, grab hold!” She exclaimed as the ponies grabbed the chandelier before Manny lost his grip and was sent crashing through a wall. The chandelier then dropped as the ponies screamed, but Smolder’s amulet still glowed as they stopped and the crowd took the chance to run away before the doors closed before Smolder’s paws started glowing and then she was lifted up by Hex and flung her around.

“Hex!” Star Swirl yelled with a glare.

“Hello, Star Swirl. Long time no see.” Hex said with a taunting smirk.

"Let me go!" Smolder demanded as she struggled to get free before Hex threw her.

“Give me my amulet!” Hex demanded as Smolder caught the curtain and ripped it over Hex and titled the armor down as it landed on him.

“You should have said ‘please’.” Smolder taunted.

“Smolder, run!” Star Swirl yelled at her as he came next to her. “Hex is not one to take kindly to jokes!” Smolder ran off as Hex got the curtain and armor off him as he gave a glare before turning to where Smolder ran off to and followed after her.





Smolder kept running until she came to a room with many doors. "Come on, which way?" She asked herself before her amulet lit up when she placed her claw on a bust head statue as she accidentally revealed a button underneath when she pulled the head back. She pressed it and a secret door in the fireplace opened as she entered and walked down the stairs.





Back in the main room, the heroes are searching around before Helen notices the hallway’s door open. “They must’ve gone that way!” She called.

“Let’s hurry! Smolder’s luck is gonna run out!” Celestia called as the heroes ran down the hallway.





Hex entered the same room before he looked down the stairs Smolder and gave a smirk before he followed.





Smolder ran down the catacombs before she stopped to catch her breath. On another hallway beside her between the walls, Hex sensed her as he gave a smir and raised his staff. “Eterna mobilis!” Hecalled. But as Smolder leaned against a stone, she pushed the rock by accident, which caused the ceiling to fall as Smolder hid in one of the death beds where skeletons are, which she now noticed as she screamed and got out before turning and saw Hex shielding himself and gave a smirk at her as she ran off as Hex tried to blast her.

Smolder’s amulet glowed as she duck and the beam hit the wall, creating an opening as she ran off and into the cemetery before hiding beside some trees as she turned and saw Hex following as he walked around for any signs of her.

What Smolder didn’t notice is that some roots came to life and grabbed her leg, which lifted her up as she screamed before more roots wrapped around her muzzle while more started wrapping around her as one of them grabbed her amulet. The root then tossed the amulet to Hex, who grabbed with a smirk as he watched Smolder get tangled completely.





A bit later, the sound of water flowing was heard as Overflow used his power to cut the roots and free her. “Thanks.” Smolder said to him.

“Where is Hex?” Manny asked with a brow before thunder struck.

“I think I know where.” Star Swirl said with a glare as he watched Hex floating above the cemetery while reading the spell book and the charms started glowing.

“Time to turn this city into an old memory.” Hex declared as his eyes glowed and looked up in the sky. “Rava bilatis galametro!” He started as lightning struck and started making chaos around the town while a cyclon formed above them. “Citaor-macola!” He continued before he heard a scream and he turned and saw Manny yelling as he jumped in and smashed on Hex, canceling his spell as the others rushed behind him.

"Not on our watch, pal!" Overflow exclaimed as they knocked him down and interrupted the spell. The others soon arrived before Manny and Overflow held up their hands. "Stay back!"

Hex then glowed his staff and magic flowed around him. “You dare challenge me?” He questioned as he raised his hooves. “Darkela-vortium!” He recited as red smoke was released and entered the tree stone columns around as they came to life.

“Uh, this might be challenging.” Ocellus said nervously as the columns attacked the heroes, which they were fighting back but they were having trouble as they were smacked or punched around while Hex continued his spell. But then a rock was thrown at his hoof as he looked up and saw the others with a smug look while Smolder tossed a rock.

“Luck can only take you so far.” Smolder taunted with a smirk as she threw the rock at Hex’s head, which caused him to get knocked out and fall to the ground as the flying golem shrieked and flew straight at them before Applejack lifted up a broken sign pole with a smirk.

“It's going … It's going…” She started before the flying golem shrieked and she whacked it, causing it to break into pieces. “It's gone!” She called.

“Nice swing, AJ.” Rainbow said with a smirk.

“I love baseball.” Applejack said with a smirk.

Overflow was being held down by a goblin statue as it held his face while it bit down on his arm. "Get off of me, you…you oversized rock!" He grunted before he used his other arm to blast water up and then blasted down as he turned to where the goblin was and smashed it against the ground.

Helen ran at super speed as a goblin was chasing her. She barely managed to dodge it when it swooped in before she turned a corner and went up a wall. She quickly ran down the wall as she aimed right for the goblin and smashed it on impact. Ocellus lifted up a sword and gestured another stone golem to come at her, but she then timed it right as she swiped the sword, causing the golem to break into pieces, but also the sword as well. Manny then wrestled with the last stone goblin as he held onto its head and used all his strength as it crumbled into pieces.

"Man, I'll give that creep this, he may not be a unicorn, but he is really great at this magic thing." He muttered before dusting his hands.

“With how we’ve seen, nothing surprises us.” Overflow commented as Smolder walked up and saw all the amulets Hex dropped from his fall as she picked it up. When Hex woke up, he saw that his amulets were gone before he turned and glared at Smolder, but before he could get it, Star Swirl picked him up with his magic.

“Oh, not this time my old enemy.” Star Swirl said with a look. “I believe you have done your final spell.” He said before he threw Hex into a tomb and the others closed it as they turned to Smolder.

“Smolder, what are you thinking?” Flash questioned her with a brow.

“Well, I can shoot out bolts of electricity, teleport things with my fire like Spike, even bring rocks and trees alive. I’d be unstoppable!” Smolder exclaimed while looking at the amulet before she gave a small smile. “Or I guess I could just be me.” She said as she tossed the charms down and then used her fire to destroy them, which sent out a magical cloud of dust that shot into the sky as they watched the powers of the charms fade.

"Whoa, what was all that?" Overflow asked before he timed out and transformed back into Helix.

"Very powerful and ancient Magic being freed." Celestia answered before she smiled at Smolder. "You made the right choice by doing that."

“Well, no power can be abused like that.” Smolder said with a small smile.





A bit later, some officers came in and arrested Hex as the chariot took off with the others in it after seeing Hex get arrested. “You know, you five make a pretty impressive team.” Rainbow commented.

"You mean made, now that my powers are history." Smolder corrected with a glum look.

“Hey, you did the right thing, destroying those amulets so no one else could use them.” Manny said with a smile.

“I guess.” Smolder glumly said before she gave a smirk. “So, guys, not that you four are back being four heroes, just one favor?”

"And what's that?" Helen asked.

“Maybe just admit I did a good job?” Smolder asked.

Helix stood up in surprise as he sighed. “Smolder, you did a good job.” He said to her a low tone. “There, you happy?”

“Totally.” Smolder said with a smirk.

“Good, ‘cause I’m never saying it again. And don't expect to hear it from the others.” Helix said with a smirk before Smolder held up a tape recorder.

“You don’t have to. I got you instead.” Smolder said as she played the recorder.

“Smolder, you did a good job.” Helix’s voice spoke, which shocked Helix as it was sent into a loop.

“Oh, she got you, Helix.” Gallus said in amusement.

“Oh man.” Helix said as his voice kept playing on the tape as he covered his ears with pillows as the others laughed in amusement.

“Okay, I’ll admit, that is pretty funny, Smolder.” Helen said with chuckles.

“Well, I like a little fun every now and then.” Smolder said as they all laughed while Smolder’s Mis Drago mask is placed on the wall where it will remind Smolder of who she used to be.
> Chapter 10: Small Problems
> --------------------------------------------------------------------------

Helix, Helen, Manny, and the Young Six were all wearing swimwear as they looked up at a very large water slide. "I gotta say, this is the first water park I've ever been to." Helen mentioned with a smile. "Although I wish I could be sliding down a water slide looking like myself and not like this."

"Well, you don't want to freak all these ponies out." Helix reminded her. "But hey, you look great no matter what you look like." That compliment caused Helen to blush a little as the others looked at the big water slide.

"But right now, let's go have some fun on the most extreme yet exciting slide of all time!" Silverstream exclaimed excitedly.

“Yeah! I’ve heard that the Riptide Rapids zone is the most awesome water slide in Equestria!” Smolder exclaimed while gesturing to the waterslide in front of them.

“Um, isn’t that a bit extreme?” Ocellus asked nervously.

“Oh, come on, Ocellus.” Manny said while patting her on the back. “We’ve faced plenty of crazy this summer. This water slide will be just the tip of the iceberg with some thrills and nothing that would kill us.” He assured her.

“Manny’s right. Besides, when has that ever stopped us?” Gallus asked with a smirk.

“You know, he’s got a point there.” Sandbar commented.

“Less talking, let’s go ride that slide!” Helix cheered as they all ran towards the water slide and climbed up to the top as they ran towards the slide. But before Helix could go any further, a hoof stopped him from doing so.

"Sorry kid, but you're too short to go." An employee stallion told him.

“What are you talking about?” Helix questioned as the stallion gestured to the height sign that he was a couple of inchs short to the pole. “But I’m almost…”

“Next!” The stallion cut him off as Smolder walked up to him with a smirk.

“Sorry. I heard the baby banana boats are fun for the smaller set,” Smolder taunted before she was jabbed to the side by a blur. “Ow! What the--?!”

"You know that wasn't cool, and you promised Twilight you would be nicer to him.” Helen told Smolder firmly.

"Since when are you so sensitive about--" Smolder was going to ask before she realized why. "Unless you like him."

Helen’s eyes widen when she said that as she blushed a bit before she jabbed Smolder again. “Let’s just get on the ride, now!” She said firmly as she pushed Smolder to the others while staying with Helix as she sighed. “Sorry, Helix. When it comes being the youngest, things don’t tend to go their way.”

“Yeah. But I’m gonna make them small when Overflow shows up for a dip,” Helix growled as he hid behind the pillar and activated the Omnitrix.

“Wait, Helix. I don’t think you should…” Helen trid to say, but when Helix tried to slam his watch down, the core didn’t go down as he tried again a couple of times. “Uh, or maybe not?"

"Oh come, work you dumb watch.” Helix growled before he slammed it against a wooden pole. That not only slammed down the core, but it also caused a little green electricity to come out from the watch before a bright green light blinded the two. When it died down, Helen looked around for Helix before she heard a very high pitched groan before she looked down and saw Greymatter. "Oh no, anything but the one that's the size of a mouse."

“I don’t know why, but that watch really have a couple of bugs to work out.” Helen said as she leaned down towards Greymatter. “And that’s karma for you for slamming the core down hard.”

“If it’s trying to tell me not to abuse it, it’s working.” Greymatter said before the two heard some exciting screaming as they turned and saw a bunch of foals from different creatures running towards them.

“I think you’re about to get squish, Helix!” Helen said in panic.

“I can see that!” Greymatter muttered as the foals got closer. “Look out!” He called as Helen moved aside while Greymatter dodged the hooves/legs/paws. “Hey, watch it!”

"Are you okay?" She asked in concern as he breathed heavily.

"Y-Yeah…just need to be more careful." He told her before he went on a head.

“Well, look at the bright side, Helix.” Helen said with a small smile. “If those kids didn’t spotted you, that means you could sneak past the guard and join the slide with us.”

Greymatter gave a thoughtful look before he smiled. “Hey, you’re right! Greymatter is more suited than Overflow! At least no one will panic if they saw an overside alien!”

"Although that guy there seems a bit on the suspicious side.” Helen said as she pointed towards some stallion talking to the employee.

“Roughly over fifty moons ago, when this water park was a cornfield, recently declassified documents suggest an alien spacecraft crash-landed right here.” The stallion said to the employee.

“Ah, that’s just a alien theory pony. I’ve seen enough of them around Equestria trying to prove aliens are real.” Greymatter said before looking at himself and Helen. “Which isn’t far off. But, we can just simply walked past him since you’re in disguise and I’m small.”

"Okay, but try and be careful." Helen whispered as she just simply walked past the stallion.

While Greymatter walked between the stallion and the employee, he grab some rope and tided his hooves together. “Time to tie up some loose ends first.” He said with a smirk.

“So, if you could get somepony from upper management down here so I could start checking soil samples…” The stallion continued before the employee looked bored.

“Well, uh, uh, okay. Hold on while I call somepony who cares.” The employee said sarcastically while lifted one of his hooves up. “Ring, ring, ring. Uh-oh. Guess what, dude? No answer. Next in line!” He called as the stallion gave a look before he looked down and saw Greymatter rushing off.

“Did you see that? An alien!” The stallion called while pointing down as Greymatter hid behind a pillar before the employee turned. “Maybe a remnant of that fateful crash who survived.”

“Dud, you’ve been in the sun way too long.” The employee commented as the stallion glared and rushed past the employee. “Hey! No cuts!” He called, but before he could stop him, he fell when his hind hooves were tied together with some ropes. Greymatter smirked and went to the slide where the others were about to go down before he sat next to Helen and Smolder.

"Race you guys to the bottom!" He said before he went down the water slide. At his size, going down was more thrilling than he expected as he flew down the tube and splashed into the water a couple of times. “Now that rocked!” He cheered before a shadow came over him as he screamed and swam away before the others came down before he resurfaced and took deep breaths before he saw the others looking down at him.

"Dude, why are you Greymatter?" Sandbar asked him.

“I was originally going for Overflow to give that employee a piece of my mind, but as you know, the watch isn’t my friend.” Greymatter explained before he smiled. “But on the plus side, I snuck past that pony and joined the ride, and being this size made it even more fun that actual size!”

“You know Twilight and the other teachers, including Flash, are going to lecture you about this." Ocellus pointed out.

“That's why we're not going to tell them.” He quickly replied. “In a few minutes, I'll be back to normal and it'll be like I never did."

"And besides, it was just going on a nice slide into the pool.” Helen mentioned. “No harm no foul."

"Come on, let's dry off." Gallus told the others before he looked at Greymatter. "You need a napkin instead of a towel?"

"Oh ha, ha, very funny." Greymatter replied sarcastically as the others made it out of the pool. As he swam towards the steps of the pool but could go any further, the stallion from earlier resurfaced and grabbed Greymatter in his hoof.

“There you are, my little alien ticket to fame.” The stallion said with a smirk.

“Guys! Guys!” Greymatter yelled, which got the others attentions as they turned and saw Greymatter behind held by the stallion.

“Let tiny friend go!” Yona yelled, but the stallion got out of the pool. He rushed off before putting Greymatter in a lunchbox and closed before running off as he passed Twilight and her friends as Greymatter screamed in the box.

"Twilight, everyone, that guy got Greymatter!" Helen told the adults.

"Well why don't you super speed and get them back?!” Manny questions.

"Because he's an alien enthusiast, if I do, he'll expose us and will be the center of attraction of this park!" Helen replied before they chased after the stallion.

“Guys!” Greymatter yelled in the lunchbox as he was rattled around with the food inside as the stallion turned and saw the group chasing after him as he went into the crowd as they kept chasing while trying to push pass the crowd.

“Why does every chase have so many crowds!?” Rainbow exclaimed in annoyance.





“Let me out!” Greymatter yelled as he was put in the back of the chariot before the stallion got on and drove off as fast as he could as the others watched in shock. 

“He’s getting away!” Spike exclaimed while pointing down.

"No!" Helen called out in worry.

"Don't worry, we're going to find him… somehow." Twilight assured before she realized something. "Why was Helix Greymatter in the first place?"





Then, the stallion returned to his home as a security camera spotted him coming into his garage. He went inside and flipped the lever that turned off all the traps in the house as he walked in while some vacuum cleaners were soaking up the wet hoof prints he was leaving behind. He then turned on the lights in the kitchen as a cat hopped over and rattled the lunchbox before the stallion pushed him away. “No, no. This one is all mine.” He said with a smirk.





“Okay, so if he’s Greymatter now, he’ll just turn back into Helix, then go Fourarms or something and escape.” Rainbow said with an assuring smile as they rode on the Chariot to follow the stallion that took Helix.

"But it's been longer than fifteen minutes." Twilight mentioned. "I noticed that after he transforms into an alien, it takes about that long before the watch times out. So in theory, he should have transformed back before he was taken."

"Which means something is wrong with the watch after he slammed it against the pole back of the water park." Helen said with much worry in her tone.

“Wait, he did what?” Flash questioned as he turned to Helen when he said that.

“The core wasn’t going down, so he got irritated and slammed it!” Helen quickly said in defense.

“Well, at least as Greymatter, Helix’s as smart as Twilight.” Pinkie said cheerfully.

“That’s… one way of putting it, Pinkie.” Twilight said with a brow.





Greymatter ran up and face planted against the glass of a jar as the stallion leaned down to observe him. "Fascinating, truly fascinating!" He said with excitement. "A perfect miniature alien being, and I'm the one who found it!"

"Hey, who are you calling me miniature?!" Greymatter questioned.

“So, which galaxy are you from?” The stallion asked with a smile.

“Actually, I don’t even know myself.” Greymatter admitted while rubbing his head. “And if I did, I wouldn’t tell you!” He yelled straight at his face.

“Oh, feisty little life form, aren’t you?” The stallion asked amusingly. "It's almost cute."

"You want to see feisty and cute? Just wait till I get big." Greymatter growled as he waited for the Omnitrix to time out while the stallion looked at him. "Take a picture, it'll last longer!"

“My thoughts exactly.” The stallion said with a smirk as he took out a camera and took a picture of Greymatter, who gave a sad look from that as he looked down in shame.





In a castle in the middle of the woods, a stallion sits on a throne in front of a desk as he was wearing some sort of old knight armor with a metal mask on his face. He had some sort of hologram screen on his desk as it showed the stallion in his house on it. "How many times have we told you Nova?" He spoke with an accent that sounded like it was from the Medieval Times. "We had enough of your foolish claims and fuzzy pictures of so-called UFOs. I am not one you want to test patients on."

“I-I know that, but this one is different. I promise you.” Nova said with a smile before showing different pictures of Greymatter. “See, he’s only about six inches in size and converses fluently in Ponglish. Perhaps the organization would consider?” He asked hopefully after the knight listens to every word but was mostly focused on the pictures

“I’m sending an escort to pick you both up, you'd better not be wasting our time." The knight told Nova before he ended the chat. He then rotated his throne around and held up a chalice up to a stained glass window of a night with an infinity symbol on his flank. "So says the Forever Knights."





With Greymatter, he was sitting in the jar in shame. “Great. A thousand creatures at the waterpark and the UFO weirdo spots me! I should’ve listened to Helen to be more careful.” He said before he heard meowing as he turned and saw the cat on the floor. “Wait. This could work.” He said with a smile, having an idea on how to escape. “Here, kitty, kitty. I taste just like mice,” He said while tapping on the glass.

It seemed to work as the cat jumped onto the counter and knocked the glass bottle over. It then shattered on the floor as he cheered for victory. "Yes, I'm free!" But that victory was short-lived when the vacuums started vacuuming his way towards the glass. "And I'm in the fire!" He cried as he ran off before hearing the cat meowed from the vacuum before he ran off before the vacuums followed him just as Nova came out of the other room.

“Nova Stargaze, Alien discoverer.” Nova said with a chuckle. “Let fame and fortune begin!” He called as he entered the room before seeing that Greymatter was gone. “No!” He yelled.





Greymatter ran into the kitchen as he climbed up onto the counter to avoid the vacuums. He took this moment to catch his breath before he heard a familiar ringing coming from the Omnitrix on his back. "Hey…is this…" He wondered before he reached over and tapped the Omnitrix to answer. "Hello, Attea, is that you?"

"Looks like you've been spotted." Attea spoke through the communication system. "You're lucky we've been keeping an eye on you."

"That's still a little creepy, you know that?" Greymatter told her. "But anyway, is there any chance you can come get me?"

"Nope, too far to do that." Attea answered as he let out annoyed groan. "But luckily for you, I managed to sneak into your little Chariot home and left you all to get in touch in case you got separated. I'm patching you through now. And if you are curious when that was, it was when your cousin was in the hospital."

Greymatter was surprised by this. “Uh, okay. Thanks?” He told her with an unsure tone.





Back with the others, they suddenly heard ringing coming from within the Chariot as they looked around for the source. “Where is that beeping coming from?” Rarity questioned as Helen superspeed around the Chariot before coming back with a some sort of badge that looked like the Omnitrix symbol.

"Where did that thing come from?" Manny asked as they looked at it.

“I don’t recall ever having this.” Twilight said in confusion. “Do any of you know?” She asked as they all shook their heads.

“It looked similar to the Omnitrix.” Flash said in thought. “The design and symbol looked the same, but I don’t know what it is.”

“Well, let’s see what it is.” Helen said as she pressed the button on the badge. “Uh, hello?” she asked.





“Helen, it’s me!” Greymatter said through his Omnitrix.

“Helix! You’re okay!” Helen cried in relief. “Wait, you’re still Greymatter?”

“Yeah, the watch still won’t time out.” Greymatter explained. "And I'm stuck in some house with the weirdo!"

"You're welcome by the way for leaving you the badge." Attea spoke up.

"You must be Attea they told us about." Twilight spoke next. "We're on our way to get you, Helix, but where are you exactly?"

Greymatter climbed up to a window near the sink as he looked at the outside. “Uh, there appears to be a mountain peak 13.2 miles due west with a vertical angle of 45 degrees.”





“Um, partner, we don’t speak smarties.” Applejack told him as they all had confused looks on their faces.

“How about giving us a street name?" Flash suggested.





"Oh yeah, it's uh…Hoofly--" Greymatter started to tell them before he pressed his hands against the window and an alarm was sounded.

“Helix, what’s going on?” Ocellus asked through the watch as Greymatter looked up and saw a hatch closing the window at high speed. Greymatter screamed before he ducked for cover, but he landed on his back as he stopped the communication on the Omnitrix. 

“Oh boy.” Greymatter muttered. "A bit paranoid much?"





“Helix?” Helen called out as they couldn't hear him anymore.

"Something is blocking the communication, I can't get through!" Attea informed them.





The alarm stopped as Greymatter looked and saw Nova close to him. He rushed up to him, but Greymatter quickly dodged as he jumped to the floor and into the ventilation and was about to run off. But Nova grabbed him before Greymatter bit him, which caused him to scream and let Greymatter go.





Ocellus pulled out a map and found the street with the first name Helix told them. “Hoofly Avenue, Hoofly Main, Hoofly Dive.” She listed out. “There’s too many streets with Hoofly on it.”

“We don’t have time to check them all out.” Gallus said in surprise.

“Do we even have a choice?" Helen questioned with worry. Smolder felt bad for her as she watched Helen hold herself with a worried expression.

“We’ll, we’re coming up to the suburbs. We’ll check every house and see if we can find the Chariot that Helix was taken.” Flash instructed as they drove towards the suburbs.





Greymatter is climbing through the vents while grumbling to himself. “What’s your malfunction, Omnitrix? Probably something stupid like the DNA splicing replicator copying a fragmented amino acid sequence. Not only that, but the impact I did back at the water park on the core must have sent the timeout function to a different random point.” He muttered before he gasped when he realized what he said before he smiled. “So this is what it feels like to be smart. Now I know how Twilight and Ocellus feels.” He commented before continuing climbing.

But once he made it to an access passage, some air started whoosing inside. In the hallway, Nova is cracking up the thermostat with a look. “I’ll teach you to blow me off.” He said. Greymatter was then sent flying as from the air as he hit the corner of the vents and quickly got an access point and opened it as he was left dangling before he looked down and saw Nova holding a broom. “Gotcha!” He called as he was about to hit Greymatter, but he dodged.

“Think again, alien freak!” Greymatter exclaimed as he fell on the counter and dodged the broom before jumping to the sink and entered the drain as he ran down the pipe as Nova watched in worry.

“If he gets away, and the organiziation will come after me!” Nova said in worry. “Come on. Think, Nova, think.” He muttered before he turned to the sink and smirked as he let the water flow.

Greymatter gasped as the water splashed down on him and sent him flying into the pip. He then resurfaced as he sighed with a smile. “Ah, fresh air.” He said, but then he looked at his surroundings as he realized he was still in the house before noticing he’s in the bathroom’s toilet. “This is so gross and officially the worst day of my life. Why would a pip lead water to the toilet?”





The Chariot soon came to a stop in front of a house as the group came out. "Which one should we check first?!" Helen quickly asked.

“Easy, Helen,” Manny said while putting a hand on her shoulder. “We’ll find him. We’ll split up and search every house.” He said.

“And since you and Rainbow are the fastest, you two can search faster than any of us.” Twilight stated. “We’ll search this street to see if Helix is close by.”

"Right!" They all exclaimed before splitting up. They then started searching one house to a another, with Rainbow searching in the air while Helen sped on the ground.

“Hang on, Helix. We’ll find you.” Helen muttered in worry as she picked up her speed.





With Nova, he is looking through his cameras to find any sign of Greymatter. “You can run, but you can’t hide.” He said with a smirk before seeing Greymatter at his junction box. “What?” He asked in surprise before Greymatter turned to the camera with a smirk and turned off the power as Nova growled.





In the living room, Greymatter is hiding in a plant, searching for a way out before he saw a fireplace. “Ah, my ticket out.” He said as he started running towards the fireplace before he duck to avoid a light from Nova’s flashlight as the stallion searched around the room.

“Don’t make this hard on yourself.” Nova warned as he searched around the room. Greymatter then looked up when he moved on before quickly moving over to the fireplace. Greymatter tried to open the hatch, then he saw a lever as he opened it, but it made a loud noise and some dust fell, which caught Nova’s attention as he searched and saw Greymatter climbing up the chimmey. “I’ll smoke you out if I have to!” He exclaimed while bringing out a match and set the fireplace to lit.

Greymatter kept climbing as he then started coughing when the smoke got to him, because of him being an amphibian species, before he looked up and saw the exit. But he couldn’t handle it as he screamed and fell before Nova caught him with a net before he fell into the fire as Nova gave a victorious smirk.





Back on the street, the Chariot rode by while they were looking for any clue as to where Nova is before Helen spotted a familiar thing up ahead. “Guys, I see the chariot Helix was taken in!” She exclaimed.

“Then it’s time to go check!” Spike called as Twilight drove faster.





Nova then placed Greymatter in a glass case as he kept coughing before he saw many alien-like objects around him. “Uh, something tells me you’re the type of pony who has a lot of friends, are you?” Greymatter commented with a cough.

“Who needs friends when you’ll have the fame I’m about to have?” Nova questioned before his door burst open as three stallions wearing trench coats over some armor they wore while they had silver masks on their faces. "Oh my Celestia, they're here!"

"Yeah, to get me out of here." Greymatter muttered as he thought it was his friends.

Nova then turned and smiled at the three stallions. “Oh, you don’t know how long I’ve waited to meet you ponies. It’s truly an honor.” He said as he raised his hoof as Greymatter frowned in concern.





Outside, the Mane Six, Flash, Helen, Manny, and the Young Six ran towards the house when they saw the door. “Should we ring the doorbell?” Fluttershy asked uncertainty.

“Yona knock hard.” Yona said as she then charged at the door with her horns.





"Where is the alien you showed Enoch?" One of the armored stallions questioned. Nova got surprised as he turned to Greymatter behind him before the armored stallion pushed him away and grabbed him.

“Hooves off, bucko!” Greymatter exclaimed as he was placed in the electric cage as the hatched closed as the three armored stallions walked off while Nova watched in surprise.





At the house the others took, they saw a dog and an elderly mare on a wheelchair coming in as the dog growled at them. “Brutus, sic, boy!” The elderly mare called as the dog then pounced on them as it wrestled with Flash.

“Wrong house.” Silverstream said sheepishly before they looked across the street and saw Greymatter in the cage and Nova being pushed into the chariot. Nova dropped his picture and his disk.

"There he is!" Helen called out before Fluttershy quickly did the Stare on the dog. The dog whimpered and ran away back into the house. “Impressive, Fluttershy.”

“You’re Stare never fails.” Rainbow commented.

“Well, that dog was being mean.” Fluttershy said with a shrug as Flash stood up.

“Come on. We need to find out where they went.” Flash said to them.

“While you guys do that, I’ll follow after them on my own.” Helen said as she superspeed after the chariot from behind.

“Helen, wait!” Manny yelled while reaching out to her. “What is up with her?” He asked in confusion.

Smolder then noticed the photo on the ground before she picked it up and saw how upset Greymatter looked. "Whoa, you look so sad." She mentioned.

"I'm more worried about the armored stallions they were with." Applejack spoke up. "Who were they?" Just then, the badge started to ring again as Twilight took it out and answered it.

"You all better get a move on, because both Helen and Helix are in big trouble!" Attea quickly informed them.





In the chariot, Nova sat between the two stallions with Greymatter next to him as he touched the energy field on the cage. “I have a bad feeling about these guys.” Greymatter muttered.

“That’s because you’re the one in the cage, and I’m not.” Nova said tauntingly as they drove up to the castle with Helen hiding in the trees after following them as they exited the chariot. Nova was pushed out as they entered the castle.

"Talk about a masquerade ball.” She whispered to herself, while trying to figure out a way in.





"What are you talking about?!" Manny asked Attea through the badge as they were back in the chariot. "Who were those guys that took him?"

"The Forever Knights, a group of very bad individuals that have something they shouldn't have!" Attea told them.

"What, like ancient artifacts?" Rainbow questioned.

“Alien technology. The kind that you don't want to have around."

“What?!” They all exclaimed in shock.

“Why would they even have something like that?! How did they eve get it!?” Twilight questioned in shock.

“Let’s just say some alien tech crashed landed in Equestria many moons back. There’s no time to explain, you have to rescue Helix before he and Helen are their new additions to their research!” Attea exclaimed.

“But how are we gonna find them?” Spike questioned. “We don’t even know where they went before Helen took off after them.”

“Well, after discovering about the Forever Knights that are behind this, I did a little research on where their headquarters are closest to where you are. They’re like old school knights, they tend to use castles as their base.” Attea explained.

"Then we better step on it!" Smolder exclaimed as Twilight made the Chariot go faster.





Meanwhile, Nova was led into the throne room before one of the knights placed the cage with Greymatter on the desk. Enoch turned his throne around and leaned forward to get a better look at him. "A remarkable specimen indeed." He commented.

Nova gave a laugh. “So how are we doing this?” He asked excitedly. “Join a news conference? Hitting the major talk shows?”

“We prefer to keep our discoveries private.” Enoch said with a firm tone.

"W-What are you talking about?" Nova questioned with a confused tone. "Equestria needs to know about this."

“Acutally, we don’t.” Enoch said as some scientist like ponies in weird suits came in and hooked Graymatter’s cage ontop of a carrier.

“Where, where, where are you talking him?” Nova asked nervously as they wheeled Greymatter away.

“Our scientists have a few tests to run.” Enoch answered.

“Yeah, but honestly, I’ve never been very good at tests or quizzes for that matter.” Greymatter said nervously as he was taken to the hallway before the hatched closed.

“But I found him! He belongs to me!” Nova exclaimed to Enoch.

“He’s ours now. And you just became disposable.” Enoch said sternly as the two stallion guards then grabbed Nova and tossed him down the stairs before he stood up.

“They can’t do this to either of us.” Nova growled as a guard came behind him, but he then slammed the door on him as he ran off.





Helen managed to run at a speed so fast, it seemed like the world around her was moving to a halt as she went up the wall of the castle. She searched around as she saw a couple of guards, who are slowing down since she’s too fast for them to see. “Okay, if I were a small little alien, even though I am an alien, where would I put him in a castle?” She muttered as she sped around the castle to search for Helix.

Outside the castle, the group looked ahead behind the bushes and saw the castle. “Looks like Attea was right. These Forever creeps really went all knighty to have a castle as their headquarters.” Sandbar commented.

"It makes you wonder if they used the castle of the Two Sisters as one of their hideouts." Silverstream whispered.

“If they did, they did a terrible job at keeping it in good condition.” Rarity retorted.

“Let’s not think about that. We have to get in and help Helen save Helix before they, who knows what they’re gonna do.” Flash said in concern for his cousin.

“I wouldn’t worry about Helen.” Manny said with a small smirk. “Because if anything, these knights should be the ones worrying.”

“What makes you say that?” Smolder asked with a brow.

“Let’s just say that when one of her friends is in trouble, she tends to go overprotective mode.” Manny said with a small chuckle.





Meanwhile, Greymatter was taken to a lab where he saw some sort of table as one of the scientists put a wooden doll that looked strangely similar to him on it. They then activated a laser on the machine above it and cut off the wooden doll’s arms and legs, making Greymatter gasped in worry.

“Prepare subject for dissection.” One of the scientists said to his comrades.

"Oh wait, can we talk about this?!" Greymatter pleated.





In the hallways, Helen is still searching around the castle as she growled in frustration. “How am I suppose to find Helix in this place?! It’s too big and there’s too many floors!” She exclaimed in frustration.

“Are you another alien?” Nova’s voice asked as Helen screamed and turned to see Nova behind her.

“You!” Helen yelled with a glare.

“Normally I would be excited to see another alien, but after what just happened, I don’t think now is the right--” Nova was cut off when Helen sped at him and slammed him into a wall. “Wow, you’re fast.” He groaned.

“Where’s my friend?!” Helen questioned sternly. “Where is he?!”

"You mean the little alien?! That's what I'm trying to figure out myself!” Nova quickly told her. “They took him away and said that their scientists have a few tests to run on him!"

“If by tests, you don’t mean the dissection one, right?” Helen asked nervously.

“From what I’ve heard from these guys, I think they are.” Nova said with the same tone.

“Well, if you know about these knights, do you know their layouts on where they dissect aliens?!” Helen questioned.

“W-Well, I, uh…” Nova stammered while trying to think before his eyes widen. “Wait I do know! I can show you the way!” He said to her.

“Then hold on and show me directions! Because we’re going fast!” Helen exclaimed as she grabbed Nova and sped off while the stallion screamed.





At the castle walls, the heroes are on the tree while those that could fly are hiding in the leaves as Flash looked at the others. “You all are ready?” He asked them.

“Not really. But…” Spike said nervously as the others then stood up and jumped onto the balcony and hopped onto a floor of the castle before one of the knights stood in front of them.

“Hi there.” Pinkie said with a cheerful wave as the knight raised it’s staff at them and was about strike, but Flash did a swide kick to knock him down. Dropping his staff as the two fought, but the knight was giving the advantage before Smolder looked down and picked up the staff.

“Hey, metal-head!” Smolder yelled as she whacked the knight outcold with the staff as she gave a smirk.





In the hallway, a scientist was about to enter the lab as he input the code to the door, but then he turned and saw something fast hit him in the face. Later, he opened the door to the lab as Greymatter was strapped to the table and looked very nervous. "Whoa hey, there's no need for the slice and dice!" He said in a panic. "I can tell you that I'm just as grey on the inside as I am on the out! So please don't and let me go!"

“Let us assist you.” The scientist said from behind the one with the laser control as he knocked him out before the scientist took off his mask to reveal Nova.

“What are you doing?!” Greymatter asked in surprise.

“Getting you out of here. Your friend is also here to help.” Nova explains as he uses the lasers to get Greymatter’s arms freed before two more scientists come in and see what is happening as they rush up to Nova. “Back off! Aliens are creatures too!” He called before the two scientists were were then suddenly knocked away by a blur before they were smacked into a wall.

Stopping in front of them is Helen as her visor went up to show her angry face. “No one messes with my friend!” She exclaimed in anger as Nova finally got Greymatter free after unhooking his legs as Helen came up to him. “He-Greymatter, are you okay?!” She asked in concern as she took Greymatter in her hands.

“I am now. I’m surprised that Nova is helping, but I’m glad you’re here, Helen.” Greymatter said in relief.

"Let's go!" Nova called out before one of the scientists regained consciousness and tackled Nova. He then approached the two aliens before Nova quickly grabbed hold of his leg and pulled him down. "Go! Get out of here!" Helen quickly sped out of the lab as she raced down a hallway. She stopped and looked to where she should go next with Greymatter before she bumped into a familiar red figure.

"Helen! Helix!" Manny exclaimed with relief when he saw the two. "Man are we glad that we found you!"

"Let's save the reunion once we're all out of here." Rainbow mentioned. They all nodded as they ran off.





The group ran through the castle while staying out of sight before rushing down the hall before they saw shadows of the armored knights walking by before Flash gestured to the door beside them and entered it before the lights suddenly turned on, revealing a chamber of different alien tech on display glass as they looked in shock by this. “Look at all this alien tech!” Greymatter said in shock.

“These guys really collected so many alien tech.” Twilight said in shock. “There’s so many of them, with this kind of technology, they could do, who knows what.” She said in worry.





In Enochs chamber, a knight rushed up to him as he bowed to Enoch. “Sir, our scientits were found unconscious and the alien is missing. There’s also been a security breach at the northeast perimeter.” He informed.

If Enoch didn’t have his mask on, he would show just how angry he is. “Find me that alien!” He ordered.





In the tech chamber, the group looked at the alien tech as they were all still shocked by this. “Oh my Celestia. These ponies have no clue what they’ve got here.” Twilight said.

“Or maybe they do.” Ocellus muttered.

“Well, whatever they are for, we’ve got to destroy everything.” Flash said firmly.

"Guys, I don't know how or why, but my highly intelligent alien brain knows what the stuff is and what they can do." Greymatter told them as he sounded concerned. "I mean, just one of these could take out a whole army. They could literally overthrow Princess Celestia and take over Equestria with ease. We have to destroy everything to make sure that doesn't happen."

"And how are you going to do that?" Smolder asked before they heard another door open and heard Enoch on the other side of the room.

“Spread out and find them!” Enoch ordered with Nova being held by one of the guards as the other stayed hidden before Greymatter sees the huge machine behind them as he turned to the others.

“Smolder, grab that plus Hyper core. Flash, the Gallinium Capacitor. Manny, the Hyper-Tco Valldor.” Greymatter instructed while the others looked at him strangely. “It’s not Helix talking, it’s Greymatter. Do it!” He told them.

"Do what the mini Brainiac says." Rainbow whispered harshly before the three of them grabbed the items he pointed out. They placed the items next to Greymatter before a laser fire nearly hit them as it hit the wall as they turned to see a knight who spotted them.

“They’re over here!” The knight called before Ocellus quickly armored up and started blasting the knights away.

"Get out, all of you!" Greymatter told them as the other knights started to fire at them.

"What about you?!" Helen asked before he pointed to the alien device behind him.

"All I need to do is hook up both core, capacitor, and the Tco-Valldor to that power grid, causing a massive implosion on the castle and destroying everything inside." He told them. "Which means you guys have to get out before that happens!"

“But we can’t leave you!” Sliverstream exclaimed.

“Don’t worry. This is where small comes in handy. And I’ll be out before it blows.” Greymatter assured them. “Now go! I’ll meet you all outside!” He said as they all nodded and rushed out of the room as Greymatter then started hooking up the three alien items, which caused the alien device to overload and give off an electrical surge.

“That reaction will decimate the mansion and everything in it.” Enoch said seriously. “Everypony out. Except for you, Nova. You and your little alien have been nothing but trouble.” He said firmly before tossing Nova aside in front of the reactor before Enoch and the knights walked out.

Just as Greymatter was about to exit the reactor, his Omnitrix then started beeping as he transformed back into Helix, but he got his hoof stuck in the reactor as he looked at his watch. “Oh, man! Now you decide to time out when I didn't want you to?!” He groaned as Nova came to and saw Helix.

"Where'd you come from?!" He questioned.

"No time to explain, give me a hoof here?!" Helix called out before Nova rushed over and helped get his hoof out of the reactor. Thanks! Look, a little friend told me that we need to get out of here before this place blows! Which means we need to run like a bunch of frightened fillies!"

"That's something I have experience with." Nova mentioned before the two of them ran out of the room and out of the castle. Helen and Manny were back in their disguises while Ocellus was out of her armor just as the entire castle imploded on itself when the reactor went to critical. Nova looked around before turning to the group. “Ah. Anypony see where that little alien and speedy alien girl went?” He asked.

“Nope.” Helix quickly said.

“Not a clue.” Smolder shrugged.

"What alien look like?" Yona asked as she played dumb.

“Well, I am done with anything alien.” Nova declared proudly as he walked off, leaving the group as they watched him go.

"That's actually the smartest decision he's made." Flash whispered to Twilight as she giggled in response.





Back on the road, the others are all relaxing in the Chariot. “Ha. Feels good to be big again.” Helix said in huge relief.

"Hey look, sorry about those small cracks I made back at the water park.” Smolder apologized as she rubbed the back of her head. "I sort of, kind of, maybe know how you feel."

“Hey, after being Greymatter for a while, now I get how being shorty can not always be a good thing. Trust me, I’ve been through obstacles before those knights caught me.” Helix said with a shiver before the Omnitrix gave off an electrical surge, which brought the group’s attention. “I didn’t do anything!” He quickly defended himself.

“I’m no expert, but it looks like the Omnitrix drained more power after a whole day as Greymatter.” Twilight theorizes. “Better not use it again until it’s completely charged with its energy back. I say about two days maybe?”

"Aw man…" Helix groaned as he felt like it is going to be two long days of non-hero work.





Back at the crater where the castle once stood, a high-tech carriage drove up next to it as Enoch road inside it. He pulled up a holographic screen showing security footage of the Mane and Young Six, Flash, Helen, and Manny without their disguises, and Helix transforming from Greymatter. "I want more information on them. Especially the young colt with the watch." He told his men as he sounded angry while focusing on Helix. "There is something irritating familiar about him." He muttered while glaring at Helix through his mask, feeling familiar with his features like he had seen him somewhere before.
> Chapter 11: Bugs are Sick
> --------------------------------------------------------------------------

A wrecking ball is seen being swung at an old abandoned building as a stallion on the controls lets out an amusing laugh. "Getting paid to smash things, I love my job!" He exclaimed with excitement as he swung the wrecking ball around and hit the building again.

Then coming out from the hole of the wreckage is a cloaked figure, which one of the construction stallions on the ground notices. “Look! Look!” He called while getting his partner to stop as they saw a clocked ragged up pony stallion with grey fur, black messy mane, ragged clothing and some bugs on him as he gave a scowling look.

“Get out of our home.” The stallion said with a low tone. "You aren't welcome here."

“Yeah, well, I hate to break it to you, pal but this building is condemned by order of Councilmare Star Shimmer.” The first construction worker said with chuckles.

“Yeah, so move it or lose it.” The second construction stallion said. “This place is coming down, whether you like it or not!” He exclaimed.

The stallion gave a hiss as he raised his hooves, and then multiple flying bugs came shooting out of his coat’s sleeves as the flies started buzzing. This made the second construction stallion run away in fear but his partner got caught in the swarm as he screamed and was lifted up to the stallion. “Uh, get these things off me!” He exclaimed as the stallion in the house gave a smirk.

“Well, if you think we’re bugging you now…” The stallion started with a smirk.





A couple of stallions were seen racing down the road with a wagon full of bags of money inside. "See, what I tell ya?!" The first stallion asked his partner. "Easy money!"

"Yeah, and they'll never catch us." His partner exclaimed as they were getting away with the money.

Far from behind the road, the Mane Six, Flash, Manny, and five of the Young Six, are following in their chariot while they search around before Rainbow turns and saw something in the corner. “There they are!” She exclaimed with a smile.

“Are you sure?” Flash asked.

“Oh, I am.” Rainbow said with a smirk as coming from the side were Helen, Ocellus in her upgrade armor, and Upgrade, who possess a scooter and upgrade it to go turbo as they sped past the others and chase after the robbers while avoiding the other chariots and creatures.

“Look out!” Ocellus called from the air.

“One side!” Helen exclaimed as she and Upgrade sped through the creatures, who moved aside.

“Coming through!” Upgrade called as the three sped closer to the robbers as Upgrade saw a ramp and revved up the upgraded scooter and spe over it as Helen and Ocellus giggled.

“You just love the stunts, huh, Helix?” Helen asked with a smile.

“What can I say, if we’re saving the day, might as well do it with style!” Upgrade exclaimed in excitement.

Ocellus then looked ahead as she saw the robbers past the street light before seeing a bus chariot ahead. “Look out!” She exclaimed as Upgrade and Helen saw this as Ocellus flew over, Helen went to the side, and Upgrade skidded under it as they continued on. “Hey! Stop!” She exclaimed to the robbers.

“Huh?” The rider robber looked behind and saw the three heroes behind them.

“Who are they!?” His partner questioned before Upgrade and Ocellus fired on the back of the wagon, causing some bits and money to fly out. “Our loot!” He exclaimed.

“Some pony just can’t hang on to their cash.” Upgrade quipped as the three heroes sped up and he made his wheels form spikes as he stabbed one of the robbers’ wheels while Ocellus blasted the other as the wagon crashed before Helen quickly tied the two robbers up with some rope as the three stood to the side as the robbers looked at them.

“No way!” The first robber exclaimed.

“You’re a bunch of freaks!” The second one was added before Upgrade revved up the wheel, creating some smoke as the two robbers coughed before the police started coming from the road.

“Okay, let’s get out of here.” Helen said as the three sped to a corner before Upgrade stopped at an ice cream truck.

“Hey, girls! Wait!” Upgrade called as the girls came back towards him. “How about we have a sweet break after the whole chase thing?” He suggested while gesturing to the ice cream truck.

"Oh no, I don't think this is a good idea." Ocellus mentioned as Upgrade walked up to the ice cream truck.

"Oh come, we just caught the bad guys and we totally deserve an award." Upgrade responded before he opened the back to show off a bunch of ice cream.

"Plus it's a very hot day and we could use a little cool-off time." Helen added.

"Well, maybe one ice cream won't hurt." Ocellus said with a shrug.

"Now we're talking." Upgrade said as the circle on his face turned into a smiley face emoji.





"We're telling ya…two of those things were driving on their own!” One of the Crooked stallions told the officers as they were being arrested.

“And the other one looks like a freak dinosaur with wheels on its feet!" The other stallion added as they were being taken away while the others watched from the side of the chariot.

“I could’ve helped them. But I’m not as fast as Helen or fly.” Manny said with his ‘hooves’ crossed.

“Hey, sometimes not every hero can join the party.” Pinkie said cheerfully. “There’s always a next one.”

“Yeah, that’s fair.” Manny said with a shrug.

“By the way, where are they?” Fluttershy asked.

“Yeah, usually Ocellus and Helen are here.” Flash added in wonder. “I’ve expected Helix to be out for a bit longer but not the two girls.” He stated.

“Well, it was a long chase and a hot day.” Rainbow said in thought. “Usually when that happens to me, I just find some play to cool off and have a cold drink or sweet.” She said with a smile.

“You mean like that Ice Cream wagon over there?” Sandbar asked while gesturing to the ice cream wagon in front of them and the scooter Helix possessed when he was Upgrade.

They soon walked up to the ice cream truck before opening the back to find the three of them inside shivering like leaves with ice cream in their grasps. "Are y'all alright?" Applejack asked before the three of them sneezed. "I'll take that as a no then."





After getting back to the chariot, the three of them lay in bed as they had thermometers in their mouths. Fluttershy then took out each thermometer from their mouths and gasped when she saw the temperature. "Oh my, 101°. Sorry, you three caught a summer cold." She told them sincerely.

“Oh drats.” Helen said as she sneezed. “Oh, I hate the cold. Especially when I get one.” She muttered.

“Maybe from now on you three think twice before having ice cream inside an ice cream wagon.” Smolder retorted before Helix looked like he was about to let out a big sneeze.

"Look out!" Rainbow shouted before she quickly grabbed one of Rarity's new blouses and gave it to him.

“No! Not my new blouse, Rainbow Dash!” Rarity shouted dramatically before Helix sneezed into the blouse.

“Hey, it was either that or get a sneeze attack by Helix?” Rainbow questioned as she tossed the blouse away. “Besides, we had enough experience with cold when Twilight was sick and her magic was having weird effects when it hit us.” She added.

“Except both Helix and Helen can't use magic." Applejack pointed out before Ocellus started sneezing a few times as she was shapeshifting uncontrollably into different creatures and other things. "Except for her…"

"This is the first cold… any changeling has ever gotten…" Ocellus groaned.

“Aren’t bugs supposed to be cold-blooded?” Gallus asked in confusion.

"I'm part bug, the other part is pony." She pointed out. "Plus we changelings usually stay indoors during the winter season so none of us caught a cold before."

"Ugh… can't you guys just lock us in some closets somewhere until we're better?" Helen asked before she coughed a few times.

"Don't worry, because you three will be rid of those colds in no time." Twilight assured them as she came in with a book. "Thankfully, Zecora gave me this book on remedies for any illness. We just need to gather some ingredients for a special elixir called 'San ju yen pien' and you three will be feeling better in no time."

"San ju-what?" Spike tried to repeat.

"It's a famous cold remedy down in Chiony on the other side of the world." Twilight explained. "And lucky for us, there's a town just up the street where we can buy the ingredients."

“Well, let’s go.” Helen said as she was about to speed off, but then she hit a wall and fell to the floor as she held her head. “That came out of nowhere.” She muttered.

“I think it would be best not to speed ahead, Helen. You can hardly balance your speed.” Manny suggested as he helped Helen up. “Let’s just walk to town.” He said.

“Fine.” Helen said as the group walked out of the chariot.





They soon arrived at Chiony Town as the crowd was celebrating some sort of Festival. Spike and Smolder were genuinely surprised as they saw some sort of costume dragon going down the street. “Talk about a dragon festival.” Smolder commented.

“Just goes to show how much creatures love us dragons.” Spike said with a smile. “Never thought I would see the day.”

“Same here.” Smolder said in agreement before the others came out of the medicine store.

"Well in Chiony, they sort of worship the dragons as some sort of guardian or something higher than Celestia herself." Twilight mentioned to the two as she levitated a few bottles of green liquid. “Well, they might not have fresh potikadon root, but the freeze-dried would do just fine.” She stated as the three six heroes coughed.

“Can we at least get a milkshake or something? My throat is killing me.” Helix said while rubbing his throat.

"Mine feels like it's on fire." Helen complained.

"Whoa, looks like when someone gets sick, they have a sick attitude and not in a good way." Gallus whispered to Silverstream.

"Don't worry you three, the stinkweed honey in the San ju yen pien mixing with a few drops of black water will coat your entire esophageal areas." Twilight informed as she passed them the jars. They opened the jar as each of them admitted a green mist before they caught a width of the awful smell inside. They cringed before quickly putting the lids back on the jars.

“And that's supposed to be a good thing?" Helen questioned with a brow.

“It was what Zecora says through her recipe.” Twilight said with a shrug. “Even the most extreme can be a remedy.”

“Though sometimes it can be a bit weird.” Applejack stated with a brow. “Zecora’s remedies have weird ingredients at times.”

"Remind me to never get sick.” Manny muttered to the others before a light blue unicorn mare pulled up a bullhorn and spoke through it.

“Mares and gentalcolts, I want to thank all of you for your support of my Downtown Redevelopment program.” The unicorn mare said through the speaker as a wasp landed on it as the crowd watched. “It’s truly a dream come true." Soon multiple swarms of wasps started buzzing and flying around as the crowd got scared. The unicorn mare then gasped when the Italian from the old apartment building flew up to her riding on some bugs with a glare on his face.

“Better make that a nightmare, councilmare.” The ragged stallion said as his eyes started glowing and more wasps appeared.

“Wasp!” Rarity exclaimed in fright as the crowd and themselves then got swarmed as the wasps surrounded the councilmare.

“You’re not tearing down our apartment building. We won’t let you!” The raged stallion said while shaking his hoof, that’s when the councilmare realized who it was.

“You’re the nut job who wouldn’t leave.” The mare said in shock.

“Nice to know we’ve made an impression.” The rag stallion said as his eyes glowed again and the wasps caught the councilmare and lifted her up to her.

“What are you doing?!” The mare asked in fear.

“Just bringing you home for dinner. You’re the main course.” The ragged stallion said with a smirk as the councilmare gasped in fear.

"He must be controlling all these wasps!” Twilight shouted as she put up a barrier to keep the wasps away from the others.

"Well then…" Helix spoke up after wiping the snot from his nose and activating the Omnitrix. "Looks like it's hero…ah…aaahhhh--" Just he could sneeze, he quickly slammed down the court and transformed into Goop, only he looked more mucus green than his usual color. "Chooo! Okay… that was unpleasant…" As he started to move, the slime that made up his body seemed to be dripping all over the place like his anti-gravity disc couldn't keep it together. When he tried to stop himself to face the stallion, he instead slipped and crashed into a booth as splatted all over the booth. "Wha…What just happened?" He questioned as he tried to pull himself together but only came in like a clump of snot.

"Yo, what's with Goop?" Manny questioned after seeing what was happening.

“Helix’s cold must be affecting Goop’s stability.” Twilight theorizes in worry. “With his muzzle all running, his anti-gravity field won't be able to keep a solid form."

“Well, that’s not fair!” Goop said as he tried to keep his form together. “A-AHCHOO!” He exclaimed as he sneezed on another booth. “Okay, this could be a problem.”

“Let me see if I could use the armor and…” Ocellus said as she picked up her cube armor, but then she sneezed and started changing forms until she was a Breezie as she gave a sigh. “Dang it.” She muttered with a squeak.

“Okay, my turn.” Helen said as she sped off.

“Helen, wait!” Flash called as Helen rushed off while trying to keep her balance, but then she slipped and crashed into a crate of fireworks as a large crate fell on top of her. Then one of the wasps cut a line, which made a lantern drop, and set a banner in front of the fireworks to light as it made its way to the fireworks while Helen struggled to break free.

“Help!” Helen cried as she saw the fire coming towards her as she gasped and saw a fuse lit up and make its way to the fireworks. But before the fireworks were about to go boom, Pinkie Pie quickly rushed over with a cart full of dumplings before she knocked it over and put out the fuse while also getting Helen soaking wet. "Thanks…"

"No problem, just hope you don't mind smelling like vegetable dumplings for a while." Pinkie mentioned with a smile.

"And the bug guy got away with the councilmare." Gallus mentioned as the two of them were nowhere in sight.

"Uh, guys?!" Goop called out as he was a puddle on the ground. “A little help here?!"

“Because this is embarrassing!” Ocellus cried before she sneezed again and transformed into many forms before she turned into Helix. “I hate being sick.” She muttered as the others looked at them in concern.





"Ouch…" Helen groaned as they rested on the beds in the chariot.

"And to think this cold couldn't get any worse." Helix complained as an ice pack was placed on Helen's head. "How are you both holding up?"

“Other than me shapeshifting every time I-I-I sneeze?” Ocellus asked as she shifted forms from a sneeze before turning to her own.

“And me can’t even run straight without falling to the floor? The only thing hurt is my pride.” Helen muttered as Twilight came up to them with three jars.

“Here you three, these will help.” Twilight said as the three accepted the jars, but once they smelled them, they cringed back in disgust.

“Aw yuck!” Helix exclaimed in disgust.

“This stuff stinks worse than the ingredients.” Ocellus said while keeping her snout away.

“Don’t worry, Zecora said it smells worse then it tastes.” Twilight said before giving a thoughtful look. “Or is that the other way around?” She asked herself before shaking her head. “It’s not just you three I’m worried about. Not only did your cold mess with your abilities, but you Helix, your bug has spread to all your other aliens as well. There’s no telling how it will affect them.” She stated in concern.

"So that means we transform, better make sure it's an alien then won't be affected as Goop was." Flash added as the three of them looked at the jars with the elixirs. Each of them then took a sip as they cringed at the taste of it. Ocellus nearly threw up before she quickly swallowed it.

"Don't worry, after ten or so doses from Zecora’s note, you'll get used to it." Twilight assured them.

“I don't know what's worse, the cold or the cure…" Helen muttered with a look.

“Hey, guys, check this out.” Manny said as he lifted up some newspapers and old articles. “Since Ocellus is out of commission, I took the liberty of checking her notes. And I found something that might match the creep that took the council mare.”

"Yeah, but how was he able to control all those bugs?” Fluttershy asked in concern.

"I found something about that too!" Silverstream called out as she held up an old newspaper article. It showed an elderly stallion with a young colt that almost looked like the stallion that took the councilmare. "Apparently the same guy who took her is the colt in this picture. His grandfather and he lived in an apartment building and his grandfather was a researcher on bugs. But when Bug Juice, the colt, came down with an illness, his grandfather used his research to cure him but he hasn't been seen since then."

“That’s when I found out a connection between that and the councilmare.” Manny said as he placed the notes down. “You see, I think Bug Juice is the same pony who kidnapped the councilmare, Star Shimmer. He said something about knocking down his apartment building. I did some searching on the construction of this town, the only apartment loft downtown for demolition I could find is at 8610 Chester Street.”

As the others were paying attention to both Manny and Silverstream, Helen quickly used her super speed to grab the three jars and hid them under a drawer. “What Twilight doesn't know, won't hurt us." She whispered to the others.

“I'm usually the one who pulls a stunt like that." Helix muttered.





In the old apartment, Star Shimmer laid on the ground as a bunch of black widow spiders crawled all over her body. "P-Please… don't hurt me…" She begged as Bug Juice walked up to her.

“Black widows. You shouldn’t make any sudden moves.” Bug Juice said lowly. “Our grandfather built this building and saved my life, while also gifting me this power. We grew up here. Just me and my little friends.” He said while gesturing to the run-down apartment before the bugs were crawling around. “They are the only ones who understand me after what I have become. And no one is evicting us, ever.”





Outside the apartment, the Chariot is parked right in front of it. “Well, it’s a nice place to visit, but I wouldn’t live here if it was the last building on Equestria.” Rarity said in disgust.

"Let's find Star Shimmer and hopefully won't run into any bugs along the way." Twilight told the others as they left the Chariot and walked into the building. They walked down the rundown hallway while taking careful steps and seeing some bugs crawling before the group went into a different room while Helix continued down the hallway. Twilight and the others noticed a few lab equipment in the room they were in so some research on a few bugs.

"Ya think this is where Bug Juice's grandpa worked?" Applejack asked the others as Rarity noticed a huge bug nest at the side as she shrieked back in disgust.

“I think we are more closer than we think.” Rarity said in disgust.

Twilight inspects some of the equipment while giving a thoughtful look. “Seems like his grandfather been doing some research on bugs and been experimenting on their biologies.” She said to them.

"So you think that's how Bug Juice got his powers?" Flash questioned before he noticed a certain pony wasn't in the room with them. "Where'd Helix go?" He asked before they saw a big shadowy figure in front of them as Rarity screamed.

“Mega bug!” She screamed before coming out of the shadows was only Fourarms, who looked a bit pale to the skin, as he had his fingers up to look like antennas as the others gave dull looks.

“Aha ha, real funny, Watch.” Smolder said sarcastically.

"Heh, I thought so." Fourarms responded. "Sorry, I couldn't help myself."

"Help!"

"That was Star Shimmer and it sounded like it was above us!" Sandbar exclaimed when they heard her cry.

“We're on it!” Fourarms called as he and Manny quickly grabbed the non-flying members of the group, but once they were under Fourarms’ armpits, they saw green puffs as they cringed away and covered their noses. Rarity took out her perfume and sprayed his armpit as he smelled them himself.

“Dude, that’s just wrong.” Manny said in disgust. "You totally reek."

"It's his hives." Twilight spoke up. "His cold must have turned them into pusfield pockets of--"

"Pure disgustingness." Rarity finished in disgust.

“I can’t help it. I’m sick.” Fourarms said in defense.

“You’re telling us.” Ocellus muttered before Manny and Fourarms jumped up while those with wings flew up to the second floor and saw Star Shimmer curled up with black widows all over her as Flash was about to rush up to her.

“Stop. Black widows.” Star Shimmer whispered to them about her current state while keeping still.

"If we tried to remove any of them, they'd react and bite her." Twilight told the others.

"How can we help her without getting her bit?" Silverstream asked before Fourarms was inhaling like he was about to sneeze.

"Hit the deck!" Rainbow called out just as they quickly ducked down when he sneezed and his snot, disgustingly shot out of his mouth, sprayed all over Star while also taking out the black widows on our body. "Huh, that's one way of doing it."

“Uh, thanks.” Star told him, a bit disgusted about having snot all over her, but relieved that the spiders were off her.

“Don’t mention it.” Fourarms said with a sheepish look.

"You all are trespassing in our home." They heard Bug Juice called out before they looked up to see him on the support beams. His eyes glowed green as some bugs swarmed together and knocked Fourarms to a wall and Bug Juice jumped to another support beam. “We will rule ponykind.” 

"Not on our watch you won't!" Rainbow exclaimed before the bugs quickly pinned her to the floor.

Then underneath Applejack, some termites were eating the floorboards. “Termites!” She called as she fell before grabbing onto the ledge as Star and Fluttershy helped her up.

"There's too many bugs here!" Gallus exclaimed before he and his friends jumped out of the way at the bugs coming towards them.

Fourarms then got up. “You wanted to be King? Get ready to be crowned!” He exclaimed as he charged towards Bug Juice, but said stallion’s eyes glowed again as ants started crawling on both him and Manny as they screamed. 

“Aah! Ants in my pants! Ow!” They both exclaimed while scratching their pants and bodies and doing a silly dance as they crashed into some walls and moved like crazy while taking out some support beams.

“You’re destroying our home!” Bug Juice called, realizing his mistake as Fourarms and Manny knocked the last of the beam and the building started coming down. “NOO!!” He screamed as the bugs then swarmed around him.

"Hey, you're the one who put ants in their pants!" Rainbow called out.

“This whole place is coming down!” Spike exclaimed.

“We have to get out of here!” Star yelled.

"Too late!" Yona cried out as the ceiling was coming down on them. Soon the whole building collapsed as it was reduced to nothing but rubble. Manny and Fourarms lifted some of the rubbles before Fourarms leaned back and fall to the floor as he groaned before the Omnitrix timed out before the others got up.

“Uh, it’s a good thing I can’t feel my head.” Helix muttered while rubbing his head.

"Lucky you…" Manny muttered before they saw Bug Juice climbing out of the debris and a pile of dead bugs.

Bug Juice looked around and picked up some of the dead bugs in horror. “No, no, no!” He cried before he glared at the group. “You will all be sorry. All of you!! We will exterminate the entire city!!” He declared as he large swarm came to him as he took off.

“This has been a really weird day.” Star commented while rubbing her head.

“Welcome to our world.” Smolder said with an amusing smirk.

"At least your hives are gone, Helix." Helen whispered to him as he didn't stink anymore.

"Where did that other smelly Fourarm creature go?" She asked while looking around. "I wanted to thank all of you for your help."

“We’ll let our friend know.” Manny said with a smile while rubbing his head.

“Can you find your way back home?” Flash asked Star as she nodded and walked off.

“So, where did you think bug-brain crawled off to?” Helix asked in wonder as Twilight thought of something before turning to a factory.

“Only one way to exterminate a whole city.” She said with a frown.





On the road, the Chariot drove at high speed while Ocellus, Helen, and Helix were shivering. “Can you turn up the heat, Twilight, it’s freezing in here.” Ocellus said while shivering.

"It's already on full blast, but you both are shivering like you're in a blizzard." She told them before looking back at Fluttershy. "Fluttershy, do you think you can give them more of the cold remedy?!"

"No!" Helen shouted before she put on a sheepish smile. "I…I mean, we already drink it all.”

Yeah! All gone.” Ocellus said with a sheepish smile as well.

“We’re sure it’s gonna start working any minute now.” Helix said with a sheepish look.

“Wow, listen to this.” Silverstream said as she gestured to some notes. “Ants can lift then times their own body weights, grasshoppers can leap 100 times their length, and cockroaches can hold their breath for over an hour.” She said.

“We don’t need their resumes.” Rainbow said with a brow.

“Yeah, need know how to squash bugs.” Yona added in agreement.

"That's what we're trying to do." Twilight explained. "Bug Juice's grandfather did research on these bugs and his research could help us stop him. And since we can't afford another Ice Age or a tank full of pesticide, it looks like we're going to need a bug barbecue to take them out is the only option."

"And I believe I know just the chef for the job." He looked mentioned as he looked at the Omnitrix with a smirk.

"How much do you want to bet that his cold will affect this cook?" Gallus asked Manny.

“Like say, 100% after what we saw.” Manny said with a concerned look.





They made it to the factory as they walked down the hallway, with the lights out as the alarms went off, flashing red. “What’s going on?” Ocellus asked.

"Oh I don't know, maybe a red flashing light inside a place like this means a big rave is going on!" Helen shouted sarcastically.

“Core temperature rising. Aprroaching critical.” A computer said.

“He must be fooling around with the reactor’s controls.” Twilight realized. “Let’s go!” She called as they entered the control room.

“Core temperature critical. Meltdown imminent.” The computer said as they saw the controls in the room were destroyed.

"He smashed the controls, we can't stop it!" Flash exclaimed.

"Maybe not, there might be another way to shut it down manually!" Twilight mentioned as she went over to the window and saw the core. "There's an emergency override system just outside the core!"

"Great, just as long as we don't run into any complications." Rarity mentioned before she flinched when she saw a cockroach on a desk. Then coming out from the entrance is Bug Juice with many bugs behind him.

“Came for a front-row seat?” He asked sarcastically. "It's going to be very bright."

“You can’t do this, Bug Juice! If this place goes boom, you’ll go as well!” Pinkie pointed out.

Bug Juice just gave a smirk. “We don’t think so.” He said as some cockroaches completely covered him up as he also increased in size. “When the reactor goes supercritical, we’ll be snug as bugs in a rug.”

“Uh, what?” Spike asked in confusion. “What does he mean by that?”

“Of course!” Twilight said in realization. “Scientists think cockroaches are the only things that would survive the blast.” She noted.

“So the pony’s gonna wear a bug suit to protect himself from the meltdown?” Smolder asked with a weird look. “That’s gross.”

"Well, let's see how tough he is against a walking torch!" Helix declared as he activated the Omnitrix and programmed a certain alien. Once the core popped up, he slammed it down and transformed into Heatblast before he walked forward and Helen noticed something off about him.

"Uh Helix, are you sure that your cold won't be in the way of this?" She asked as they noticed the lava rocks that covered his body looked frosted while the flames were ice blue.

"There's no time to be thinking about that right now, you guys shut down the reactor!" He told them as a bit of a frost breath came out every time he talked. "I'll handle the bug guy over there!"

“We can’t just let you go alone.” Ocellus said as Bug Juice stepped forward.

“Just go!” Heatblast called as he charged at Bug Juice, but he was whacked away as the others rushed off.

“You can’t escape us.” Bug Juice said as he send some wasps after the others as Heatblast stood up.

"Hey pal, let's see how that bug suit of yours handles this!" He exclaimed as he tried to throw a fireball at Bug Juice before he let out a sneeze. He then looked at him with a shocked look as there wasn't even a scorch mark on him. "What gives?! You should be toasted by now!" He thought for a moment before he realized something. "My cold, it froze my flames!" He exclaimed as Bug Juice then did another punch.



 

The others are running down the hallways before they hear a buzzing sound. “Oh. Uh, guys?” Fluttershy spoke up. “Remember the old expression, ‘Mean as a hornet’?” She asked nervously as they turned and saw the hornets coming after them.

“Oh, I hate bugs! I hate ‘em!” Gallus exclaimed in annoyance.

“Meltdown in five minutes.”

“We’re running out of time!” Silverstream called as they stopped at the end of the hallway as they saw the hornets coming towards them. “And we’re about to get stung!”

Ocellus and Helen turned to a fire hose behind them as they nodded as Helen turned the vail and Ocellus held the hose as they sprayed at the hornets as they fell to the ground. “Nice thinking, you two.” Flash complimented.

“We may be sick…” Ocellus started before she sneezed and shifted forms again.

“But we can still be heroes in other ways.” Helen finished with a smile after a little cough.





Back with Heatblast, he was thrown across the room like a rag doll as he smashed against the console. Bug Juice walked up to him just as he was getting up. "Look man, can we talk about this?" He asked him as he lifted his hand up and a beam of ice blue shot out from his palm which hit Bug Juice and froze his arm. "Whoa…that's new."





The group then enter the core room, which is super hot due to the meltdown. “Core temperature critical. Meltdown in one minute.” The computer informed as the bugs came up behind them.

“What? No evacuation timer for more time?” Rainbow questioned in annoyance.





Back in the control room. Heatblast used his newfound ice powers to freeze Bug Juice’s arm, which broke into pieces but it reformed. He charged at Heatblast and tackled him through the viewing window as they were now falling down to the core floor. "We can't keep this up much longer!" Manny called out as Twilight was trying to shut down the core while the others were trying to keep the bugs away.

Just as the bugs were getting close to the group, Heatblast quickly shot a blast of ice that froze all the bugs as he created an ice tower to slide down on before landing safely in front of the group. "Someone calls for a hero?" He asked with confidence.

"Okay, so you're cold not only turned Goop into a leaking slime ball, Fourarms into a walking stink factory, but also turned Heatblast into a walking ice maker?!" Smolder questioned with a brow. "And it seemed to be useful this time."

"I know right." Heatblast replied.

“Looks like for some aliens, getting a cold isn’t just an expression.” Pinkie joked as Twilight kept looking at the controls.

“I can’t override the meltdown! All the manual controls have overheated!” Twilight called in worry as Bug Juice charged at them.

“Helix, look out!” Flash called as Heatblast charged up an ice ball and fired at Bug Juice, freezing him and his bugs solid.

"An insect on ice? Now that's cold." Manny joked before they saw the reactor core glowing bright.

“Core meltdown in ten…” The computer then counted down.

“Stand clear! I’ve got an idea!” Heatblast called as he then started using his ice powers to freeze the core.

“Nine, eight, seven, six, five, four, three, two…” The countdown started before the core is completely frozen. “Core temperature falling. Returning to below-critical limits.”

“Alright!” Smolder cheered.

“Way to go, Helix!” Helen cheered before she sneezed again.

“Yeah. Thanks. He-heh.” Heatblast said as he got into his knees. “Now, can we please get some hot chocolate or something?”

“I wouldn’t mind having some too.” Ocellus said before she sneezed again, this time into a yak version of herself. “Oh, I hate the cold.”





Then a bit later, the group are leaving the factory while the Chariot drove at the side of the cliff. “Bad guy’s on ice, the reactor’s chillin’, and I think, ah, that steam knocked out the last of our cold.” Helix said as he, Helen, and Ocellus are now feeling better and their cold is now gone as they are relaxing on a chair together.

“What a relief that’s now over.” Helen said with a smile.

“I am never getting sick again.” Ocellus commented with a small smile.

"At least we know how a cold can affect an alien in different ways." Twilight mentioned.

"I for one am glad we don't have to deal with any more bugs." Rarity spoke up as Smolder was getting milk from the fridge before she noticed a cockroach on the floor.

“Sorry little guy. But this is going to hurt you a lot more than it’s gonna hurt me.” Smolder said with a smirk as she was about to step on the roach, but then more bugs came up behind her as she screamed. “Company! Lots of company!” She called as the others noticed and quickly got up and Twilight stopped the Chariot as the door opened and Bug Juice, who is free from the ice, walked in as he glared at them.

“We didn’t appreciate that could shoulder you gave us in the power plant.” Bug Juice told them with a glare as Flash tried to pounce him from behind. However he was quick as Bug Juice grabbed Flash by the throat while the others tried to fend off the bugs.

“I thought you put that bug stallion on ice?!” Gallus exclaimed.

“He must’ve thawed out!” Helix said as he tried to activate the Omnitrix, but it was still in recharge mode. “Oh, man! We’re on our own. Any ideas how to get rid of ‘em?” He asked.

“Not unless Pinkie got a six-foot candy to tempt them with.” Silverstream said nervously while getting the bugs off her.

“No. But I got the next best thing.” Helen said as she sped towards the back of the Chariot, just when Bug Juice was about to hit Flash and the others, Helen brought out three jars of the cold remedy. “Come and get it!” She called as the three jars of remedy’s scents caught the bugs attention as they flew towards them, which also got the bugs off Bug Juice.

"What…what's happening?!" He questioned with confusion before he tried to control the bugs again. "Stop!" Bugs would not listen as Helen through the jars out the window and the bugs followed them off of the cliff and into the water. Bug Juice then looked at the group with nervous chuckles. “Uh, can we like call it a draw?” He asked as they all glared at him.

He was then kicked out of the Chariot and landed on the road. “Now, it’s a draw.” Applejack said.

“You were starting to really bug us.” Manny said with a look.

“I’ll write a letter to the authorities. Be back in a sec.” Spike said as he went to get his quill and paper.

Just then, Manny and Smolder then sneezed, which got their attention. “Oh drats.” Manny muttered.

“You gotta be kidding me.” Smolder said as she and Manny’s noses are stuffed.

"Wow, guess things really did work out for the better." Helix joked before the two of them let out another sneeze.

"Don't worry, I'm sure there's a couple of jars full of redemy around here." Helen assured the two as the rest of them let out a laugh.
> Chapter 12: An Unexpected Reunion
> --------------------------------------------------------------------------

A large carriage was seen moving through the streets as a bunch of police ponies were chasing it down. It seemed that this carriage was going to get away if it weren't for a bunch of diamonds growing out of the ground blocking the path ahead. They were forced to stop as a few stallions came out, along with a minotaur holding a few mares hostage. A stallion then started shooting at the police to keep them back as another one pulled out bags full of money.

It seemed like bad guys were going to get away before Diamondhead appeared behind one of them and sliced the weapon in half when the crook turned around. He then made a diamond pillar to keep the crook from escaping. But when the other stallions were about to attack, a couple of them were knocked away by a sudden blur and then flying over them is Ocellus in her Upgrade armor and blasted a few back. Another stallion tried to get away with the money before a familiar blur took the bags and he was suddenly near the police.

The minotaur tried to run away with the hostages, but Manny came in front of it as he cracked his knuckles. Another stallion took a mare hostage before all four of them: Diamondhead, Helen, Ocellus, and Manny, stood in front of them and gave him a look that said 'you have a choice: the easy way or the hard way.' Realizing he didn't stand a chance, he let out a loud gulp of fear as he let go of his hostage and surrendered. All of this was just footage being projected on multiple screens in the alien ship as the alien inside the containment unit watched it all.

"The Omnitrix being wasted on pointless heroics." The alien growled while sounding better than he did before. "And those creatures, young as they are, are formidable as the bearer of the Omnitrix."

“Shall I dispatch more drones to retrieve it?” The droin asked.

“No.” The alien said as the tube open up and the hatch opened, showing his shadow figure that is more bigger and buffier than his old body. “I will see to this task myself.” He said firmly. "I'm coming for you now."





At night in the Chariot, Helix woke up with a yell as he looked around. “Did you have another nightmare?" Flash asked when they saw him wake up.

"I-It was that alien from my vision when I merged with that crook griffin, only he looked bigger, uglier, and scarier." Helix explained while sounding concerned.

"Sure you weren't just looking in a mirror?” Smolder questioned while sounding very tired. “It's the middle of the night, and you woke us up from a nightmare."

"Yeah, but the alien told him to be afraid and he was going to conquer our world once he got the watch." Helen reminded her.

"I'm sure you're still a little shaken from that vision of yours." Twilight told Helix with a warm smile. “We can talk about it in the morning.”

“But it seemed so real. He looked right at me and said, ‘I’m coming for you now’.” Helix said to them, which made them really nervous.

“Um, Twilight, knowing how we’ve been through all summer, can we hit the road right now?” Fluttershy asked nervously.

“Yeah, I don’t wanna push our luck if what Helix said is true.” Spike said in agreement.

“But it’s only 3:00 in the morning.” Twilight reminded them.

"Are we even sure if this was a dream or just another vision?” Rainbow questioned before they heard a familiar ringing coming from one of the drawers. “Is that badge beeping?”

“Looks like Attea is trying to tell us something.” Flash said as he picked up the badge and pressed it. “Hello?”

“You creatures gotta get going now!” Attea quickly said loudly, which made the others flinch back. "No time to explain, you guys need to meet us at Mount Alicomore now!"

"Whoa, chill will ya?" Manny spoke up. "What's got your wires crossed?"

“I said there’s no time! JUST GO! NOW!” Attea yelled as the others looked in shock.

“Um, maybe we should go before she tries to roast us.” Sandbar suggested.

"How can we get roasted by her if she's not even here?" Gallus questioned with a brow.

"You should listen to her and make sure Helix doesn't go alien for a while until you get here." An unfamiliar male voice spoke through the badge before the call ended. Flash's eyes widened in shock when he heard the voice while the others looked confused.

"Uh, who was that?" Helix questioned as Flash was whispering something into Twilight's ear. She quickly looked at him with shock as he nodded his head in response.

“Well, it’s a great way to beat traffic.” Twilight said as she got to the front of the chariot. “Let’s go.” She said as the chariot took off.





On the road, Twilight drove the chariot through a cow field as fast as she could. “Do they really have to tell us to get there by nightfall?” Rarity asked in annoyance. “I barely had time to do my tail and mane.”

“Well, we do as they say, Rarity. If they’re that serious, we make sure we can’t keep them waiting.” Twilight said as Helix sighed.

“I’m so bored.” Helix said dully. “Hey, how about we play a game?”

“Like what?” Manny asked.

“How about, we play ‘I spy’?” Pinkie asked cheerfully. “It might be something to pass the time.”

Helix then smirked as he then had an idea as he gave a mischief smirk.





In space, the alien is back in his chair as he looks at the monitor as it beeps. “The Omnitrix has been activated. Pinpoint its location!" He ordered his drones before the Omnitrix symbol showed up on screen while it looked like it was on the move. "I have you now. And it will be rightfully mine."





In the Chariot, the others are looking out the window bored as Pinkie speaks. “I spy something… that eats grass.” Pinkie said cheerfully.

“Is it a cow again?” Helen asked with a bored tone.

“Wow! You are good!” Pinkie exclaimed before the cow she had chosen for her little guest was replaced by a statue. "Huh, where'd the cow go?"

"I guess I'll take my turn." Manny said with a doll look before he looked out the window. "I spy something…" he trailed off when he saw something out of the ordinary. "A giant block of ice that looks like us?"

“Yep, that’s one of my finest work.” A familiar voice said as they all turned and saw XLR8 holding some tools. “Got it from far north from the mountains to the Crystal Empire and chipped the block of ice down and made it.”

“Wow, that's impressive, Helix.” Helen said with a smile.

“And I must say, nice sculpture you did there.” Rarity said with a smile as they looked at the statue they passed. “Very detailed.

“Helix, I don’t think it’s the right time to go alien.” Flash said seriously, which got their attention.

“What? I was just trying to give us a bit of fun.” XLR8 said in defense.

“But the stallion told you not to go alien until we get to our destination." Twilight reminded him.

“What kind of attention could I attract here?” XLR8 asked as the Omnitrix timed out and he transformed back.

"Not sure, but we should be more careful." Twilight replied. "It sounded like Attea was scared of something when she called us."





Back on the ship, the signal the drones were tracking went off when the Omnitrix symbol disappeared on the monitor. "We've lost the Omnitrix signal, sir." One of the drones reported to the alien before he stood up.

"No matter." He told his drones as he walked up to the monitors before pulling up images of the different aliens, with the Omnitrix symbol on them, saving the day. "I've narrowed down its location and I know how to draw him out.” He then punched one of the monitors before looking at his drones. “But I require some backup to the deal with the Omnitrix bearer's comrades."





In a dark forest, Queen Chrysalis was standing in a circle of trees. The trees had slime around them, turning it into a nest comfortable enough for her to live in. "One day! One day you'll see! I will defeat Twilight Sparkle and her friends!" Chrysalis said as she cackled, "And they will pay for stealing my kingdom!" She was making this grand declaration to a log that currently had the image of an unreformed changeling carved into it.

She turned to another log and picked it up, using her magic to carve another changeling face into it. But before she could talk to it, a red beam engulfed her and she disappeared while the logs fell to the ground.





Deep in Tartarus, two of its most notorious prisoners, Cozy Glow and Lord Tirek, were still trapped. Inside the bigger cage, Tirek scratched another line into a tally chart, another of hundreds of days that he had been stuck in the accursed prison.

"Psst, Tirek!" Cozy said as Tirek then turned to the filly in the smaller cage.

"It is Lord Tirek," The centaur growled, annoyingly. "And what is it now?"

"I just wanna make sure you can see my best friends rock sculpture from over there!" Cozy Glow said as she smiled. She pointed to a spot between their cages, where a bunch of rocks were stacked together to show Tirek carrying Cozy on his shoulder.

The centaur stared at it, then at the tallies before letting out a groan of frustration since he knew that Cozy Glow was trying to manipulate him every single time over and over again. If he didn't get out of there soon, he would go even more insane.

As if he wished for a miracle, a red beam suddenly engulfed him and he disappeared. Cozy's eyes went wide, only for another red beam to shut down and take her as well, causing the statue to completely fall apart. Cerberus wouldn't notice for hours that its two most notorious prisoners were gone.





And then suddenly, the three of the villains appeared on a platform surrounded by a metallic area before Chrysalis turned to the two as she gasped in shock. “Lord Tirex?!”

“A changeling?” Tirex asked, raising a brow before turning to Cozy. “See? She gets it.” He told her. Cozy rolled her eyes, as Chrysalis marched up with the other two walking up as well.

"Chrysalis, queen of the changelings! Or at least I will be when I'm restored to my rightful place!" Chrysalis said, jumping towards them and landing on the ground they were on. She glows her horn while looking at them menacingly. "Why did you summon me? What do you want?!"

This made Cozy Glow yelp and jump behind Tirek. "Oh, golly! We didn't bring you! I thought you freed us from Tartarus!" Cozy Glow replied as she gave her the cutest look she could as Chrysalis flinched.

"Tartarus? Whoever pulled you from there must have been somepony very powerful indeed," Chrysalis said.

"Silence!" A thundering voice yelled, making the three flinch as they turned and saw the shadowy figure alien above them glaring down. “It is I who summoned you, you pathetic mortals.”

"W-What is that thing?" Cozy question fearfully as the shadowy figure alien walked up to them.

“I did some research on you and your planet, and see the goals you all made to try and rule over your world.” The alien said as he looked down at them. "If you want your freedom and your kingdom back, you will obey me and once I conquer your world, I promise you everything you desire."

“And what if we don’t want your help?” Chrysalis questioned before the alien clenched his fist and smashed a wall, which crumbled down with one punch as she and the other two villains flinched back. “That’s a solid reason.” She muttered.

"Good." The alien said before each of the monitors around them showed the ten different aliens saving the day. "Now, you all may be oblivious to this information but for the past few days, these creatures have been going around your land doing pointless heroics."

"Wait, aliens have already been on this planet before you?" Tirek questioned before Cozy noticed something about each alien.

"And what's with that hourglass symbol? Is it like a symbol for a hit squad or something?" She asked him.

“No. It is a device that causes the wearer to transform into those aliens.” The alien explained firmly as an image of the Omnitrix was shown to them. “I’ve tried to require it, but due to my absence in medical treatment, I was unsuccessful. And his comrades are more challenging. So, I require aid to help me succeed in retrieving it. If you succeed, I will help you rule your lands and beyond."

“Are you certain?” Tirek questioned.

“I am sure.” The alien said as the three villains looked at each other and nodded to him as the alien gave a sinister chuckle, seeing that he had them to his aid to retrieve the Omnitrix. A drone then carried a black cube with red circuitry over before handing it to him. "But before we do, there are certain precautions to be taken care of. The one who has my Omnitrix also has allies to aid him in his battles."

"Okay, but what does that have to do with that cube?" Cozy asked before the alien grabbed her as she yelped in fear. "Wh-What are you doing?!" The alien then pressed the cube against her that it broke before it turned into liquid and spread across her body. The alien dropped her as she was becoming some sort of dark blob with red circuitry all over her body before taking the form of a black and red Upgrade. 

"I'm making sure that the odds are even when we face them." The alien said as Cozy Glow looked herself over. He then turned to Chrysalis and Tirek before walking up to them. "Now what to do for you."





Over the surface of the farmlands close to where the Chariot is passing by, the alien’s ship is above in the sky as some drones and a big wrecking ball came out from the ship below as they landed on the surface and rolled up to a town nearby.





In the Chariot, Helix and the others are relaxing before they see a town beside them with smoke bellowing. “What’s going on over there?!” Helix asked in worry.

“Looks like the city is under attack!” Manny theorizes.

“Maybe the local authorities have this covered?” Fluttershy suggested meekly.





In the city, creatures of different kinds are fleeing for their lives as the drones fire onto the city and the wrecking ball runs over some buildings, causing a massive explosion in the chaos.





Helix and the others saw the explosion as a grin appeared on his face. "Looks like it's hero time!" He declared before activating the Omnitrix.

"Wait Helix, I don't think that's such a good--" Twilight tried to tell him before he spoke again.

"Let's turn up the Heatblast on them!" He declared as he turned the hologram ring to program Heatblast. Once he pressed the two buttons and the core popped up, he slammed it down as he was engulfed in a green light and transformed into Heatblast. The Chariot stopped as he got out and used his fire ability to blast himself off to the town.

“We should go after him.” Ocellus said as she brought out her Upgrade Armor.

“Agreed.” Helen said as she grabbed Manny. “We’ll back him up.” She said as the three took off after Heatblast.





In town, creatures are still fleeing for their lives before some fireballs hit a couple of drones as Heatblast appeared and took out a few before he landed on the streets. Soon Ocellus was seen flying overhead as she blasted a few more down just when Helen and Manny arrived on the scene. “Hey, why don’t you pick on some creatures with real powers?” Heatblast questioned before the four realized that they were surrounded by a bunch of drones.

“Yikes, there’s a lot more drones than last time.” Ocellus muttered in a bit of worry.

“Why do we get the feeling that these tin-heads were expecting us?” Manny asked while cracking his knuckles.

“I think they were, guys.” Helen said as the four then started attacking the drones as Helen used her superspeed to avoid the lasers and smashed them, Manny used his strength to smash every drone he saw while Heatblast and Ocellus fired shots at the drones as they avoided the laser shots before the drones were taken down.

“Well, even with numbers, these guys ain’t so tough.” Manny said with a smirk.

"Guys, I have a feeling this may have been a trap." Helen mentioned while she felt something was wrong.

"What makes you say that?" Ocellus asked before she was tackled by a black and red blur.

“Ocellus!” Heatblast called before an electro net caught him and he was stuck to a wall. The chains on the electro net shocked him before Manny and Helen were blasted by a few feedbacks by something or someone.

Then rolling in front of them was the wrecking ball, with three figures on its side as the ball opened up to reveal a hidden compartment, which opened up to reveal the squid alien, showing his true form as he has a mask covering his mouth, attached to the armor, and new shoulder and leg pads. He also had metallic gloves with small fingers as well as reddish brown cylinder-like objects piercing his arms, giving him much stronger and more muscular limbs. His tentacles were now much longer. He had six tentacles in front and two behind.

Both Manny and Helen got up and rubbed their heads before they saw the large alien creature standing in front of Heatblast. "Who the heck is that?" Manny questioned as Heatblast's eyes widened.

"I-It's you, the alien from vision!" He gasped.

“At last we finally meet. The being that has caused me so much trouble and has stolen my Omnitrix.” The alien said with a glare.

“Who are you?” Ocellus questioned fearfully.

“I am Vilgax, and I have come for the Omnitrix.” Vilgax answered.

"I'm guessing you ain't one of the good guys." Manny said as he cracked his knuckles before two armored figures landed in front of him and Helen. “And who are these clowns? You’re lackeys?”

"More like partners in crime." One of the figures said with a familiar voice that Ocellus recognized.

"C-Chrysalis?!" She exclaimed before a black and red Upgrade appeared in front of her.

"That was a surprise that she knows who you are.” The second armor spoke with a familiar voice that Ocellus quickly recognized.

“Wait, Cozy! Cozy Glow!?” Ocellus asked in shock.

“Ah, you remember me too.” Cozy said in a smug tone.

“Wait! Chrysalis, I heard she was lost in the Everfree Forest, and I thought Cozy Glow was locked away in Tartarus with Tirek!” Heatblast exclaimed in shock. “And how did you two score those armors?!”

"Oh, just a little deal we made with our new friend here." The third armored figure spoke with Tirek's voice. "I wasn't too sure about this alien tech before, but now I'm starting to get used to it."

"Okay, if they're here, then squid head here is not a friend of ours!" Heatblast mentioned before he concentrated and melted the net to break himself free. He then charged at Vilgax before delivering a flurry of blows to him. However, none of his hits seem to be affecting Vilgax as he didn't even budge an inch. Vilgax then grabbed hold of him before throwing him through a building.

"Heatblast!" Helen called out before she raced over to him but was blasted away by Chrysalis when she was halfway there.

“Ah-ah-ah. Let’s not interrupt their playtime.” Chrysalis said mockingly before punching Helen away and blasting her back as the speedster hit the wall. Manny came and was about to punch Chrysalis away before wrestling with Tirek as he was shocked to see him be able to hold his own against Manny.

“Now this, I’ve missed muscles.” Tirek said as he held Manny up and spun him around before tossing him away.

Cozy Glow and Ocellus are fighting in the sky as they start firing at each other. “Look who’s got the armor now, bug! Me!” Cozy yelled as she kept blasting Ocellusing.

“When are you ever gonna let this go, Cozy?! You nearly caused all of the magic in Equestria to vanish!” Ocellus called as she formed a shield and blocked the blasts.

"Oh yeah, can yours do this?!” Cozy then suddenly disappeared in a flash of red light before reappearing behind Ocellus. “Peek-a-boo.” She taunted before blasting a beam at Ocellus, which knocked her in the distance before she teleported away.

The four heroes crashed together in the streets as they got up and rubbed their heads. “Okay, they’re tougher than we thought." Helen groaned.

"It's mostly due to the armor they have!" Manny complained.

"And it's not fair that hers can teleport!" Ocellus added before Vilgax did a single leap a few feet in front of them while the rest just flew over and Cozy Glow teleported next to them.

“We gotta slow those three down!” Helen exclaimed.

“And how do we do that?!” Manny called.

"Like this!" Heatblast declared before he unleashed a big wave of flames on the ground and melted the asphalt. Vilgax and the others soon got stuck in the asphalt as they sank a little before they tripped and fell. "And that's how it's done."

Just then, the chariot drove up next to them as Vilgax nearly got free. “Not so tough when they can’t move.” Manny quipped before the chariot came up to them.

“Guys, get in!” Sandbar exclaimed.

“What are you talking about? We’re just about to kick alien butt.” Heatblast replied before the Omnitrix timed out and he transformed back into Helix. "On the other hoof." All four of them quickly jumped into the carriage before it drove off.

The three villains got free from their trap as they saw the chariot taking off. “They’re getting away!” Chrysalis exclaimed in rage.

“For you maybe, buggy.” Cozy replied before she tried teleporting but it failed. “Hey, what gives?!"





Inside the chariot, the group watched from the back window as they were getting farther away from the bad guys. "So that's Cozy Glow, Tirek, and Chrysalis helping that alien that Helix saw in a vision?!" Smolder questioned in shock.

"Yeah, and there are a lot uglier in person, especially this Cozy Glow gal." Helix joked with a smirk.

"Did you get him?!" The stallion who called last night spoke through the badge.

“Yeah, we got Helix and the others.” Flash answered firmly.

“Good. Because you do not want to pick a fight with Vilgax!"

"Uh, how did you know the alien was named Vilgax?” Helix asked the stallion through the badge but got no response.

"Okay seriously, who are you and why do you want to meet at a National Monument?!" Rainbow questioned the stallion through the badge firmly.

"Look, we'll answer any question you have once you get here and you're safe." A mare's voice spoke through the badge. But just then, an explosion shook the chariot as the group turned and saw some drones flying towards them.

“More robot goons closing in fast!” Silverstream exclaimed.

“Hold on everyone!” Twilight called as he steer the chariot and server around to avoid the laser shots as best he could, but they can’t lose them. “It’s no good! I can’t shake them!”

“Well brace yourselves, because things are about to get a whole lot worse if you all don’t get to Mount Alicornmore!” Attea’s voice called as Twilight dodged another laser fire.

“Why?! What’s at Mount Alicormore?!” Gallus questioned.

“Fellas! This is not the time to explain, ya’ll!” Applejack yelled as Twilight dodged another laser fire.

“Looks like we’re gonna have to trust Attea and the mysterious stallion.” Twilight said as the Omnitrix beeped as it recharged.

“Well, I’m not going down without a fight.” Helix said determinedly as he switched the Omnitrix and transformed into Jetray. “Yes!” He called as he walked to the door.

“Helix, wait!” Helen called as Jetray flew out and dodged the drone’s lasers. He landed on one of them and then he shot lasers from his eyes, taking out one of the drones. It crashed from behind the chariot as it exploded and he used his tail to shoot a beam through the bottom of the second drone as he flew away before it exploded as he floated in the air.

“Fly like a pegasi wing, but sting like Jetray.” Jetray quipped before he was suddenly tackled by Vilgax as the alien villain dangled from the tail of Jetray as he flew into the air.

“Give me the Omnitrix now.” Vilgax demanded as Jetray then fire a laser blast at him, which made Vilgax fall to the ground but he recovered and jumped high as Jetray barely dodged him.

“Who is this guy?” Jetray questioned in disbelief.

Twilight was about to follow Helix, but Chrysalis then jumped in front of them as she glared at them with a smirk. “Sorry, but Vilgax doesn’t want interference.” She said as Twilight then turned the Chariot around before Cozy blocked another path.

“Can’t we play some more, like old times, ‘friends’?” Cozy asked with a sneered tone as Flash turned another direction, but then Tirek blocked their path again.

“Sorry, but I think you could help me regain some muscles to go with the suit.” Tirek snarked with a clenched of his fist.

"Heads up, Twi!" Rainbow called out before they saw some sort of drone that didn't look like any of the others play over to the Chariot at a very fast speed. Soon it attached itself to the bottom of it before tendrils shot out to the wheels and electricity flowed through it. The Chariot then started to move on its own as it just ran over Cozy and Tirek before it hit Chrysalis. "Now that's a nasty bug on the windshield."

"Twilight, darling, could you please slow it down?!” Rarity questioned as they all held on tight to something.

“I can’t! The chariot has a mind of its own! I can’t control it!” Twilight pointed out.

"Stop this crazy thing!" Chrysalis demanded before she was flown right off the Chariot when it made a turn and face-planted onto a wall. "I despise those ponies…"

"Twilight, Helix needs our help, stop!" Flash called out.

"I'm trying, but it's not responding!" Twilight replied as the chariot made its way out of the city with everyone on board.





Jetray flew to dodge each leap from Vilgax before shooting lasers at him to try and shake him off. "Dude, you don't know when to quit, do you?!" He questioned Vilgax after nearly dodging him when he tried to tackle him.

“I won’t quit until I have what rightfully belongs to me!” Vilgax yelled as he grabbed Jetray and they pummeled to the ground, which caused an explosion as he held Jetray by the waist just as Tirek, Cozy, and Chrysalis arrived. “I grow tired of this nonsense.” He said as Jetray tried to break free from Vilgax’s grip, but then Vilgax pressed the tip of his claw on the Omnitrix’s symbol, which turned Jetray back into Helix.

“What the, how’d you do that?!” Helix asked in shock.

"A youngling? The Omnitrix is in the possession of a mere equine youngling?!" Vilgax questioned with fury in his tone.

"Wow, I didn't see that coming." Chrysalis whispered to the others.

“Wait, Helix?!” Cozy asked in shock.

"Hey, how do you know me?!" Helix asked after hearing Cozy say his name.

"Who cares?!" Tirek spoke up as he walked towards him. "Let's just grab that watch and be done with all this!" The moment he tried to reach for the watch, an energy surge spiked as it looked to be building up for a powerful pulse.

"Security measures engaged!" The Omnitrix spoke before a big pulse sent them all flying back.

“What in Equestrian name was that?!” Chrysalis questioned.

“It appears the Omnitrix has already merged with his own DNA.” Vilgax theorizes as he picked up Helix by the tail when he tried to make a run for it.

“I, uh, don’t suppose that means you’re gonna let me go, does it?” Helix asked nervously.

“Hardly.” Vilgax answered before his giant pod rolled over to them. Once it opened, he tossed Helix inside before looking at the others. "Come, I have more than one way to remove the Omnitrix from him."

“After seeing that watch in action, I’m looking forward to seeing how to remove a powerful device like that.” Tirex said with a grin.

“I’m down.” Chrysalis said in agreement.

“I’m looking forward to seeing Helix hurt.” Cozy added as they entered the pod before it rolled off.





At Mount Alicornmore, which has four heads of the four Alicorn Princesses: Celestia, Luna, Twilight, and Cadance, the chariot drove fast as it went past the tour lines. “Uh, I don’t think tourists are allowed on this road.” Fluttershy said nervously.

"I know that, but I'm not steering it." Twilight pointed out before it suddenly came to a stop.

"Why chariot stop?" Yona asked before they felt like they were moving again, only they felt themselves going down instead of forward. They kept going down until they stopped at a platform. They soon exited the chariot and saw they were in a very high-tech base as they looked around in awe at the place.

“Uh, was this part of the tour?” Spike asked in confusion before they heard a familiar voice called out to them.

“Good, you’re all here. Now come along. We don’t have much time.” A familiar voice said before they saw an amphibian like alien wearing purple clothes. "Are you coming or what?"

“Wait, you're Attea?” Sandbar asked in confusion. “What are you and where are we exactly?”

"Well, what I am is an incursion." Attea answered before she pressed a button on her glove to make the drone that attached itself to the chariot come off and fly over to her. "And sorry for dragging you here, but they got really worried that Vilgax would capture you. Never thought I would see him here, or that he's still alive too."

“Wait, you know this Vilgax character?” Rarity asked in surprise.

“We had a history with him.” Attea mentioned in a serious tone. “Well, him and my father. Now come on, we don’t have much time. Space Dust and Ranger Delta are looking for the weapon in the weapons vault."

"So they are here!" Flash exclaimed before he followed Attea.

“Wait, Flash! Wait up!” Twilight called as she and the others followed after the two. 

"Are we seriously following an alien frog girl to a weapons vault?” Manny questioned the others.

"Says the Tetramand who's been on this planet longer than me!" Attea called out. They soon entered a vault full of weapons as they saw two ponies gearing up and searching for the right weapons.

"Where is it?" The stallion questioned as he opened another drawer to look for something.

"I keep telling them that we need to label these things." The mare mentioned after opening another drawer and pulling out some sort of high-tech blaster. “Now this should do for them.” She said as she put on the goggles. "I think it may be over there."

“Space Dust, Ranger Delta, is it really you two?" Flash asked to get their attention.

"Hey Flash, no time for explanations.” Delta told him as he opened a drawer and smirked what's inside. "Found it!"

"You know them, Flash?" Helen asked in surprise.

“I do.” Flash said with wide eyes. “They’re… They’re my aunt and uncle, and Helix’s parents.” He said, which shocked the others.

"They…with the…and they're…" Rainbow stuttered as the couple was digging something out of the drawer.

"Now I have so many questions!!" Twilight shouted. "Like, what is this place?! What is all this?! And how do you know that alien who's after your son?!"

“Yeah, I thought you both were just plumbers." Flash mentioned.

"Well, it's a long story.” Dust said as she put something on her chest.

"So let's just say…" Delta spoke next as the two of them had high tech goggles that were connected to a large blaster which lit up. "We're not exactly your average plumbers." He said as the others looked at them with wide eyes.

“Helix has awesome parents.” Helen said in amazement.

“You said it.” Gallus muttered.

"Now, let's take our ride to Vilgax." Attea spoke up with a smirk.





On Vilgax’s ship, Vilgax is looking at the holographic monitor of Helix’s vitals with Helix tangled up in a circle cage with his hooves stuck in energy chains while the one hoof with the Omnitrix is covered up. “A youngling. I should have suspected as much.” Vilgax muttered before glaringly at Helix. “The Omnitrix being used as a play toy.”

"Hey, I'll have you know I saved a lot of creatures by going hero." Helix told him before looking at Cozy. "And seriously, how do you know me and who are you?"

“You seriously don’t remember, do you?” Cozy asked as her armor helmet retracted to reveal her true face. “Now do you remember me?”

“Wait, Cozy?!” Helix shouted before he gave a dull look. "No, still not ringing a bell. I only heard about you on the news and this is the first time we're meeting."

"Of course it is. Like you wouldn't know it?" Cozy said with an eye roll.

Vilgax then came up to them. “What you hold is a key to a power struggle so ancient, so vast, it is beyond your feeble comprehension." He told Helix before a holographic image of drones appeared in front of them. "These drones are byezoids with blank DNA, but once I link them to the Omnitrix they'll be more than enough for what I have planned. Picture an entire army each in command of an Omnitrix and all at my command. I will be invincible! I will rule the universe! And the only thing standing between me and my destiny is you.” He said as sharp blades appeared below Helix.

"Oh this is going to be too gruesome." Chrysalis spoke up with a grin before she covered her eyes. "I can't watch. Oh wait, yes I can!" She cheered.

“You’ve been in exile too long, have you, Chrysalis?” Tirek asked with a brow as Chrysalis growled at him.





On the surface, a hatch opened up as a very large high-tech tank that seemed to hover off the ground was lifted up before it moved forward. Inside is the group with Helix's parents at the wheel. "So…what exactly does this thing do?" Rainbow asked them as she pointed at the weapon.

“That weapon is keyed into Vilgax’s biosignature.” Delta explained. “Hopefully, it will take him down for good this time.”

“We thought he was gone when we blew him up along with his ship back on Attea's home planet years ago, but this time, we won’t make that mistake again.” Dust said with a determined expression.

"Okay, but how are we gonna find Helix?" Helen asked before Attea took the badge she gave them and pressed it before a holographic map was projected from it. It showed a red dot on it while showing a green one moving.

"This is a tracker that is honing in on the Omnitrix's signal." She told them. "We follow the signal, we find Helix and beat the snot out of Vilgax."

“Okay, you guys are really one step ahead.” Sandbar commented.





“Prepare for take off.” Vilgax ordered his drone while Helix struggled to break free. “Once we’re in orbit, I will finally have the pleasure of destroying this miserable planet once and for all.”

"Hey wait, you promised us the land once you get the watch!" Tirek reminded him. "You didn't say you would destroy it!"

"Plan's changed." Vilgax simply replied.

“You said if we help you get the watch, you would help us rule Equestria! Not destroy it!” Chrysalis yelled. “You tricked us!”

“I do what I must to get what I want.” Vilgax sneered as he held up a remote.

"But that's not--" Cozy was about to complain before Vilgax pressed the button on the remote and the three of them cried out in pain as they felt a surge of electricity coursing through their bodies as they fell to the floor.

“I knew that you three would go against me, so I took the liberty of making a failsafe on your armors.” Vilgax explained. “Now, while you three are taken care of, let’s continue with the procedure. Shall we?” He said to Helix, who looked at him fearfully.





The high-tech tank flew towards Vilgax’s ship as it was about to take off. “There’s spaceship!” Yona called.

“We have to get aboard.” Delta said seriously, which made the others nervous.

“Get aboard?” Pinkie asked in confusion. “How are we gonna do that?”

“Like this.” Dust said as she pressed a button, which caused the tank to bring out some rocks and go up at high speed as the ram opened up with an energy forming as the group all started screaming.





Back with Helix, Vilgax raised up an energy blader as he charged it up, making Helix even more nervous as he struggled to break free. But just as Vilgax was about to cut his hoof off containing the Omnitrix, the side wall crashed into the room and rammed Vilgax to it, causing him to drop his blade and the button as the electrical surge on Tirek, Cozy, and Chrysalis now stopped as the three villains sighed in relief before Vilgax stood up.

“Warning. Hull breach. Power sure.” The computer of the ship’s AI said as Dust, Attea, and Delta exited the tank with their weapons charged up and raised at Vilgax.

“Claws off our son, Vilgax!” Delta warned angrily.

“W-Wait, son?!” Helix asked in shock as Vilgax got up and looked at the three. "Mom?! Dad?!"

“Space Dust and Ranger Delta.” Vilgax said with a sneer before he was blasted by the three as he burst through the wall and dropped their weapons. They then noticed the three villains getting up before Delta tossed a cube at them which expanded until they were trapped inside it.

"H-Hey, what is this thing?!" Cozy questioned before Chrysalis zapped the cube with her magic, but it seemed to absorb it.

"You can blast that Cube all you want, it can absorb any kind of energy." Dust told them before she and Delta went over to Helix.

"Mom, dad, is it really you?" He asked them with disbelief.

"We know you have a lot of questions, and we'll answer them once you're safely out of here." Delta told him before they saw green electricity coming from the sealed Omnitrix container.

"Warning! Warning! Omnitrix overloaded, randomizer function engaged!" The Omnitrix said before Helix felt a surge of energy coursing through him as he suddenly transformed into XLR8.

"Whoa…wh--" He started to ask before he suddenly turned into Diamondhead. "What's going--" He asked before he transformed into Spidermonkey. "On with the watch?!"

“The power surge must have activated the randomizer function, you'll be turning into aliens non-stop!" Dust told him before he transformed into Fourarms. With his strength, he was able to bust out of their strings and break free.

"Incoming drones!" Attea called out as she took out a blaster and started blasting at the drones. Fourarms was about to punch a drone, but he then transformed into Goop and they flew right through him.

“Oh man!” Goop whined as the others came out of the chariot while he then transformed into Greymatter and entered a drone’s circuitry. “Just a little alien genius knows how and this fryer is fried." He then jumped off of that drone and onto another before he suddenly changed into another alien. A few drones took aim at the Young Six before one big drone that had been upgraded by Upgrade flew in front of them. "Why don't you try picking on somepony your own size?!" He called before he turned the drone into a saw as he destroyed them in one swoop as Delta stabbed a drone with his weapon before noticing Vilgax’s ship moving crazy after looking through the hole outside.

“I gotta get this ship under control!” Delta called as he rushed up to a control console.

"Wait, my dad can fly a spaceship?!" Upgrade questioned before he was tackled by a drone.

"You should've seen what we saw at the mountain, it was even more surprising!" Helen called out as Dust and Attea blasted a few drones.

As Delta started using the console, Vilgax appeared beside him, tossing him near the hole, and stepped on him with his foot as Delta tried to push him back. But he was pinned down as the rest of them saw he was in trouble. "Delta!" Dust called out as she tried to help him but was grabbed by the throat by Vilgax.

"Mom! Dad!" Upgrade called out as he struggled with the Drone.

"How are you still alive?!" Delta questioned Vilgax. "The weapon was keyed to your biosignature!"

“That weapon would’ve worked, but I’m much stronger than in our last encounter. And made some adjustments to my biosignature, as you can see.” Vilgax said while gesturing to his muscles.

“NO!” Upgrade yelled as he tossed away the drone and charged at Vilgax. "Leave my parents alone!" He yelled as tackled him and the two were thrown out of the ship.

“HELIX!” The others all yelled as Vilgax and Helix fought in the air before Upgrade let him go as Vilgax fell in the woods near Mount Alicornmore. Upgrade gilded towards Luna’s head, but then he transformed into Overflow, falling as he managed to grab onto Luna’s muzzle.

“Oh come on, sometimes I hate this watch!” Overflow muttered as he struggled to hang on.





Back in the ship, it started to fall from the sky as Delta tried to control it, but couldn’t. “I can’t control the ship! The consol isn’t responding!" He exclaimed.

"We have to get out of here!" Twilight called out before they all looked back at the tank. "I guess we have no choice but to take the rough ride out."

"Wait, you can't just leave us here!" Cozy called out from the cube.

"Are we really going to bring them with us?" Attea asked the others with a brow.

“They may be bad guys, but even they don’t deserve this.” Applejack said as Smolder groaned.

“Why can’t anything ever be easy?” Smolder complained.





Back at Mount Alicornmore, Overflow continued to climb Luna’s head before he made it to the top. “I think I lost Vilgax.” He said while taking a breath, but then a blur flew up high as Overflow turned and saw Vilgax as he landed in front of him. “I spoke too soon. Don't you ever take a break?”

"You are a slippery one, I'll give you that for a child." Vilgax growled as he was about to grab Overflow before he suddenly transformed into XLR8 and zipped past him.

"You're gonna have to be faster than that if you want to catch me!" He told him before he ran off.

“You can’t hide from me forever, child!” Vilgax called as he didn’t see XLR8 coming up from behind him at high speed.

“Who said I was planning that?!” XLR8 yelled as he smashed into Vilgax, which created a dust cloud. But once it cleared, Vilgax was still standing while XLR8 felt dizzy. “Okay, that's going to leave a big mark...” He moaned as he fell to his knees.

“And I’ll leave an even bigger one.” Vilgax said as the tubes on his arm extracted before his muscles grew before he slammed his fists down, creating a shockwave that destroyed Luna’s statue head while XLR8 dodged Vilgax’s strikes. “You can’t escape me!”

"No, but Princess Luna is going to be very furious with you!" XLR8 retorted as he zipped around Vilgax. He was about to strike him right on the head before Vilgax quickly grabbed his arm and beat him like a rag doll on the ground before tossing him right at a nearby boulder. XLR8 then transformed into Greymatter as he held his head. "This is seriously getting frustrating! This malfunction is making me unable to control my transformations! But maybe I can use this randomizer malfunction to my advantage!" He then charged at Vilgax with a determined look. "Get ready squid head because thanks to the randomizer, not even I know when my next transformation will be!" As he jumped into the air, he quickly transformed into Jetray. "Okay, I guess this'll do!" He called as he fired at Vilgax, who got zapped a couple of times as he used his arms to block it.

Jetray transformed into Fourarms and got behind Vilgax. “Fourarms! Each fist with your name on it!” He called as he used his two fists and knocked Vilgax back a distance, which he skied to a stop before Fourarms turned into Diamondhead and shot crystals, which Vilgax blocked.

“Your crystals mean nothing to me!” Vilgax called as he tried to hit Diamondhead, but he dodged his strikes and fired more crystals before transforming into Heatblast.

“It’s not about the crystals octo-face! It’s about the element of surprise!” Heatblast called as he shot a fire stream at Vilgax, which he blocked with his arms before he was sprayed by water when Overflow appeared before transforming into Goop. "You can't keep up with this!" He shouted as he sprayed Vilgax in the face with some slime before he transformed into Diamondhead again and started punching Vilgax before he realized it didn't do much damage and he only damaged his own fists. “Okay, should’ve seen that coming.” He said as he saw his hands cracked before he reformed them back together.

“It appears I’ve underestimated the power of the Omnitrix. Giving a meer child the power to challenge me, Vilgax the Concurer.” Vilgax said as he stood up and rubbed his shoulders. “I think I’ll take it.”

“Come and get it!” Diamondhead called as Vilgax quickly grabbed him and slammed him into the ground. He was about to punch him, but he quickly transformed into Goop which saved his life. "Yes! Sometimes I love those watch!” He then seeped into the cracks to get away from Vilgax and regroup. Vilgax looked around for him before he saw his ship coming down.





In Vilgax’s ship, the group entered the tank as it drove down the hallway once the ship landed on the ground. “Everyone hangs on to something. This is gonna be a little bumpy.” Attea advised as they all held onto something as the tank crashed through the ship and made it outside as they all screamed while Pinkie cheered.





On the side of the mountain, Goop came out of the cracks. “Don’t switch on me now, watch.” He said before he looked ahead and his eyes widened when he saw Vilgax’s ship on the ground. “Oh, no!” He called as he flew towards the crash-site.





Inside the tank, everyone let out a groan as they got up from the impact. "Is everyone okay?" Flash asked the others.

"Sure, as long as you define okay as in we're in excruciating pain!" Chrysalis hissed inside the cube as she was upside down. "Where'd you learn how to drive?!"

“Standard training. The fastest way to get out of danger if things get rough.” Delta said firmly before he realized something. “Son?!”

“Helix!?” The others cried out next as they looked back, not seeing Vilgax’s shadow in front of them as Spike turned around and his eyes widened.

“U-Uh… I think we have a bigger fish here.” Spike said fearfully as they turned and their eyes widened when they saw Vilgax.





With Goop, he was still searching for the others before he heard crashing sounds as he turned to a direction and saw the trashed tank in front of him as he searched the area. “Mom? Dad? Flash? Anypony?!” He called out in concern before he came up from behind the tank and his eyes widened. “No!”

He saw Vilgax and a few drones holding his parents and friends hostage as they were out cold while the three villains were out of the cube. "So nice of you to join us, your parents and I were just getting to know one another." Vilgax said as he held up both Delta and Dust in his claws.

Goop clenched his before he transformed into Spidermonkey and glared at Vilgax. "Let them go, or I'll--"

“Do nothing of the sort, unless you want to save them you will surrender.” Vilgax interrupted with a glare. Spidermonkey looked at him and knew he couldn't save all of them as he just kneeled down and let Vilgax approach him. He dropped both Dust and Delta before he tapped his claw onto the Omnitrix and forced him to time out back into Helix. "You truly are a noble hero." He said before he grabbed onto Helix by the hoof that held the Omnitrix as he walked up to his ship while the drones dropped the rest of them as they came too when the three villains followed Vilgax.

“Vilgax, no! Don’t go back in there!” Dust yelled pleading as Vilgax and the three villains entered the ship as it took off into the air.

“What does she mean by that?” Tirek asked the two armored villains nervously.

“Foolish Equine, why would I…” Vilgax started before an alarm went off and the room flashed red. “The autodestruct launch sequence has been initiated!” He yelled in shock.

“You mean this place is about to blow?!” Chrysalis exclaimed in shock as Vilgax quickly rushed to the console to try and cancel it, but the console short-circuited as he stepped back.

"Those two ponies have been a thorn in my side long enough!” He declared with anger before a blast knocked him into the wall and some Machinery fell on top of him. The other three villains saw Helix holding the blaster his parents used on Vilgax before with a smirk.

"Looks like it runs in the family!" Helix mentioned before he looked at the three villains. "Now we can do this the easy way or the hard way!"

“Or what?” Cozy questioned with a look. “Because there’s three of us and only one of you.” She pointed out.

“And I got ten of these guys.” Helix said as he raised the Omnitrix, but then he saw it was glowing yellow and the arrows on the faceplate were turning before turning green. The hologram ring then popped up on its own before showing a familiar image to him. "Make that eleven!" He pressed the two buttons to make the core pop up before slamming it down. A green light enveloped him as tentacles emerged from the watch and went up his hoof. His muscle spanded then grew as his eyes turned red and shot laser eyes before he gained armor in his suit before he stood up and a bright light flashed as he looked at himself. “Whoa! I’m a Vilgax?!” He called in shock.

“How did he get that?!” Tirek asked in shock. “Did Vilgax know about this form?!”

"Who cares?!" Chrysalis hissed. "Let's just take him down and the Omnitrix for ourselves!"

"You can try!" Helix replied as he stood ready to fight. Chrysalis was the first to charge at him as she used her magic to blast him, but he quickly ducked out of the way and his arms unraveled as they became multiple tentacles before they grabbed her. "Whoa, now this is awesome!"

“Let’s see how you like in strength!” Tirek called as he punched Helix multiple times, but after a few tries, he cringed and held his hands. “OW! I think I need more magic or you have tough muscle tone.” He said in pain before the tentacles grabbed him as well.

“Let’s see how you like this!” Cozy called as she fired a beam at Helix, but then he used his laser eyes on her as their beams interacted with each other, causing an explosion to go burst, which knocked Cozy back a bit before she hit the floor out cold while Helix just stood there unfazed.

“Okay, now I get why Vilgax was so powerful!” Helix exclaimed in excitement. “I think I'll call this guy Gax! Now this is one tough alien!”

"Commencing self-destruct launch." A robotic voice caught their attention.

"Oh yeah, we need to get out of here." Helix, now calling himself Gax, mentioned before he used his tentacles to grab all three of them. "You three are lucky I'm a nice guy." He said as he rushed out the ship as Vilgax watches.

“NOOO!!” Vilgax steamed as Gax and the three villains jumped off the ship as he fell and landed on the ground, which created a crater once landing on impact before Vilgax’s ship exploded.





The Mane and Young Six, Helix's parents, Flash, Attea, Helen, and Manny saw the ship explode and the figure crash landing before they went over and saw the smoke clear to see Helix standing on what's left of the ground when he landed. Next to him was an unconscious Tirek, Cozy Glow, and Chrysalis on the ground before he turned to look at them with a smirk. "Gotta say, he really knows how to make an exit." Attea mentioned with an impressed tone before Helen quickly raced over and gave Helix a hug.

"So glad you're okay!" She cheered before she realized what she was doing as they both turned away with a blush. “Uh… good job…” She said.

“Uh, thanks.” Helix said slowly with a light blush before Helen punched him on the shoulder. “Ow!”

“Don’t scare us like that again!” Helen scolded.

"Ah, young love." Dust said with a smile.

“Like you when you were worried for me?” Delta asked with a teasing smirk before Dust elbowed him with chuckles.

Helix then turned to his parents with a bow. “Mom, Dad, I think we're overdue for a conversation.” He told them.

"Yeah, we figured as much." Delta mentioned. “I think we should start out on how we know Vilgax in the first place."

"But first, we are going to deal with these three." Twilight spoke up as she gestured to the three villains who were regaining consciousness. “I believe it’s time to put you two back into your cells. And you'll have a new cellmate.” She told them.

"Yeah right!" Cozy shouted before they tried to make a run for it, but was caught in an energy cube when Manny quickly threw one.

"Heroes one, bad guys zero." He quipped as he crossed his upper arms.

“Rats.” Tirex muttered.

“I hate heroes.” Chrysalis muttered in annoyance as they all laughed.

"But seriously, how do you know me at all Cozy and why do you hate me?" Helix quickly asked as she crossed her legs.

“Like I’ll ever tell.” Cozy said with her hooves crossed. “But if you must know, I’ve been getting word outside of Tartarus of certain aliens, and during my time at Twilight’s school, I dug up her secret diary to know her secret, which got some details on a royal guard and--"

"Okay!" Twilight quickly spoke up with a massive blush. "Let's just get back to the chariot and we'll talk about this on the road!" She then looked at Cozy Glow with a death stare telling her to keep quiet.

"Uh yeah, about that Chariot of yours, it must be bursting into flames by now because of my drone that brought you to the base." Attea mentioned with a sheepish smile. “I guess that's what you get when you try to a high-tech alien drone on very primitive transportation."

“All of my makeup and dresses were in there!” Rarity exclaimed dramatically as she was running at high speed to the chariot.

“Maybe next time, Attea, used a teleporter, will ya?” Dust asked with a slight chuckle as the others groaned.

"Got ya." Attea responded as they followed Rarity while the villains remain in the cube before Spike turned to them.

“And just so you know, the royal guards are on their way to send you back into your cells. Later!”  Spike quickly said before rushing off to catch up with the others.

"You think they put the blame on us for what happened to the big statue of Luna's head?” Cozy asked the others before a loud stomp was heard behind them. All three of them turned to see a furious Luna standing there. "Oh boy…"

"I suggest that you three never sleep." Luna growled at them. “Because your dreams will be nightmares for a long time.” She added as the three villains flinched in fear.

“Okay, who wants extra caffeine so we don’t sleep?” Tirek asked.

“I do!” Cozy and Chrysalis quickly said with their hooves raised in fear.





Once they arrived at the base, Helix was amazed at the place while Twilight had her jaw dropped to the floor as the chariot she created was nothing but a bonfire. The others managed to get what's left of their stuff from it before it could all burn down. “Well, at least we have some of our stuff that survived the fire.” Pinkie said optimistically.

“Yeah, but the chariot is torched then a campfire in july.” Applejack stated with a look.

"Now how are we going to travel?" Silverstream questioned Dust walked up to them.

"Well, since Attea's training is not yet completed, why not let us join you on your trip for the rest of the summer?” She asked before pulling out some sort of key. "And I believe this will be a good replacement." She pressed the button on the key before they heard something moving as they turned to see a large vehicle on at least ten wheels drive over to them.

“Wow!” Ocellus exclaimed in awed.

“Awesome!” Rainbow cheered in excitement. “What do you call this thing?!”

"It's a mobile base.” Delta answered as he used some sort of device to hover a few crates over with him. "It was used on very special missions back in the day. I don't see why not we can't use it to travel and camp out."

"Just wait till you guys see the inside." Attea told them, before they all did a double take as she looked more like a unicorn filly all of the sudden. ”And before you ask why I look like this now, it's an alien tech called an ID mask that can make me look like any creature from across the galaxy." She told them before she reached up and pulled the mask off her face as she returned to normal. "See?"

"Awesome!" Helix exclaimed before they all walked inside the vehicle and were amazed that it was even bigger on the inside than it was on the out. It had some sort of console with a few doors on the side and even a walk in kitchen. "Even more awesome!"

"How is this even possible?!" Twilight asked with interest and amazement. "Not even magic can do something like this!"

“Oh, it’s called evolution technology.” Dust said with a smile. “This tech is beyond even Equestria’s time. Hundreds, maybe even thousands of years. Mostly because aliens were the ones who discovered it first.”

"But won't a lot of creatures think we're aliens by looking at this thing?" Smolder questioned before Delta pressed a button on the console. They then saw the entire thing glow before he pulled up a hologram image of the outside as it now looked like their chariot before it was burned down. "Huh, that works."

“Okay, I think you three have so much explaining to do about all of this!” Flash exclaimed in awe.

“Oh, we will.” Delta said with a smile before turning to Helix. “And I believe you have questions of your own, son?" He asked.

“More than you think." Helix replied as Dust pulled him in for a hug.

"Okay, we'll tell you everything that has happened and why we had to disappear from your life." She said with a sincere tone as everyone felt like it was going to be an even more interesting summer than it was before.
> Chapter 13: a Plumber or a Con Artist?
> --------------------------------------------------------------------------

On a distant planet, it was mostly Swampy as there was a big building with a few capsules on top. A reddish-orange beam hit each capsule before they were forced open. It was then that a few missiles were being pulled out of their silos as each missile looked like heads of frogs. Inside, a few incursions noticed the alarm going off as they checked to see what was happening. "What's happening?!" One of the incursions asked with confusion. "We weren't given authorization for a launch!"

"That's because they're not being launched, something is pulling them out of their silos!" Another incursion called out as he pulled up a security feed of what was going on outside. They then gasp when they see a familiar ship pulling their missiles out of the silos.





Soon some soldiers were in the missile silos as they aimed their weapons at a door before it exploded. Familiar drones then came out and blasted them back before a familiar alien walked out from the smoke. It was Vilgax, in his original form before his modification as he glared at the two soldiers. “You.” He growled.

“It’s over, Vilgax!” The first soldier, who sounded like a male while holding a blaster yelled. “This has gone on long enough. It’s time to end this!”

“You think you can defeat me alone?” Vilgax questioned with a challenged look. “Those who dare define me always perish.”

"Vilgax!" A deeper voice spoke up before an incursion that was wearing royal clothing steeped up. "So, the disgraced squid head decided to come to our home planet and steal our defenses. Very clever, but you know we will not surrender so easily."

“It’s over, Slime ball!” A second stallion exclaimed.

“It’s time to end this!” A mare yelled.

“Many have tried, none have succeeded.” Vilgax warned with a glare.

“Until now, freak.” The second stallion called as he rushed at Vilgax.

“Striker! Wait!” The first stallion called out as Striker ran up and started firing at vilgax. Vilgax however dodged each blast as he jumped up and kicked the helmet off of Striker. The others saw that he was holding Striker, who was a unicorn stallion with a red coat and black Mane, hostage as he held his blaster to his head.

"Stand down, or King Millius' world will be destroyed!" Vilgax told them as a drone was hacking into one of the missiles and opening the hatch above them. “Put the weapons down, now!” He ordered as he raised their blaster at them, then they dropped the weapon.

“You guys can’t just let him get away!” Striker stated.

"Who said we were?" The stallion asked before he thrust his hoof forward and an arm blaster blasted the weapon out of Vilgax's hand. The mare took the opportunity to charge in and kick Vilgax off of Striker. The Drone finished hacking the missile as it looked like it was about ready to launch.

"You're all too late!" Vilgax declared as he stood next to his drone.

"Wrong, our timing is just perfect." The mare declared before the stallion kicked the Blaster over to her and she fired some sort of goo that stuck Vilgax to the missile. The missile then started launching as Vilgax struggled to get free.

“No!” Vilgax yelled as he went through the hatch.

“What are you doing?!” Striker questioned as the three took off their helmets, revealing a younger version of Space Dust and Ranger Delta while the leader looked up with a grin.

“We're giving Vilgax what he wanted." She mentioned.

“While also sending him off with a bang.” Delta added as the missile flew right towards Vilgax's ship and exploded on impact.





"And then ka-boom, Vilgax was no more." Dust told Hilx, Helen, Manny, Flash, Spike, the Mane and Young Six as they were with her, Delta, and Attea in the mobile base. "Or so we thought, until today when he was coming for the Omnitrix."

"So, you two are like heroes?" Helen asked them.

"We were just a couple of ponies doing our job." Delta replied.

"And what exactly is that job?" Twilight questioned the two.

"You see your highness, we call ourselves the plumbers." Dust told Twilight. "Officially, we didn't exist. Not even Celestia knows about us. We were the guys who fixed the problems no one else could, and I mean out-of-this-world problems like Alien Invaders and stuff. Extraterrestrial, extraordinary, extrasensory."

"And the reason why I'm with them is because I'm training to become a plumber myself." Attea spoke up. "It's sort of a deal they made with my dad and stuff when they saved my home planet."

"But how come you guys just disappeared on me?" Helix asked his parents.

“Because we made so many enemies during our time as plumbers, very dangerous enemies." Delta told his son. "One of them even came after us in our own home when you were just a foal. We did our best to fend them off, but you nearly got hurt. So since my father, your grandfather, was a retired plumber, we asked that he keep an eye on you while we went into hiding. We were only trying to keep you safe, kiddo."

"By the way, Helen, there's something you got to know about your brother, Pierce." Dust told her as she took out some sort of disc with a blue circle in the middle of it. "We found him a couple of years ago and since we knew his parents weren't on this planet, we sent him to the Plumber's Academy."

“You mean, he’s out there, with good people?” Helen asked hopefully with a smile as Dust smiled and nodded.

"He asked us to give this holoviewer to you." Dust handed Helen the holloviewer before pressing the blue circle and a holographic image of Pierce appeared, who looked like an earth pony but with quills coming out of his body.

“Hi, Helen.” Pierce said.

“Pierce! What’s--” Helen tried to speak but the hologram continued.

“If you’re watching this message, then you found Space Dust and Ranger Delta. And they probably told you that I was taken to a Plumber Academy once you met them.” Pierce said with a small frown. “And I know that you would be on the run once our parents didn’t want us around because of our appearances and powers, but, I just want you to know, I’m okay and well. And know that I never stopped thinking about you. I hope that one day we will see each other again, with some new friends along the way. And don’t worry about me, the academy’s been a great place and a safe area for us to do good in Equestria. Say hi to Manny for me. Love ya, sis. Pierce out.” The message ended as Pierce’s hologram vanished.

Helen looked at the holoviewer for a moment before some tears fell from her eyes and a small smile formed as she wiped the tears away. “At least I know he’s okay.” She said tearfully.

"You okay?" Gallus asked her.

"Y-Yeah, I just really miss him." She replied.

"By the way, your brother looked completely different from you." Smolder mentioned. “Are you sure you're related to him or…?" She was elbowed in the side by Ocellus as they all gave her a look. "What?! We were all thinking it!"

"So, you were watching Helix from that base in the mountain and knew about the watch the whole time?" Flash asked his aunt and uncle.

"We were just making sure he was safe, and we didn't know about the Omnitrix at first, we only heard rumors about a powerful device somewhere in the universe.” Delta mentioned. "Although we were quite surprised when it turned up on his hoof."

“What do you mean?” Helix asked while looking at the Omnitrix.

“Well, the Omnitrix may merge to one’s DNA, but it also has a key locked to a specific DNA it needs to be attached to.” Attea said with a thoughtful look. “At least that's one of the rumors."

“Though with how it’s attached to you son is a mystery.” Dust said with a brow.

“Wait, you mean that even if one finds an Omnitrix, it wouldn’t work on any of us?” Rainbow asked in surprise.

"That's a rumor, and sometimes a rumor can be misleading." Twilight mentioned before they heard sirens coming up. The disguised mobile base moved to the side as a few fire stallions carrying their chariots moved past them.

“Alright! Could be a chance for the Plumbers to go back to work!” Helix cheered in excitement.

"And my first field mission!" Attea added as she pressed a button on her cap which transformed into a helmet that looked like a frog head. "I've been itching to get some action!"

“By wearing a frog head?” Applejack questioned with a brow. “Doesn't that a little stand out?”

“Says a group of ponies who have an Alicorn, a griffin, two dragons, a changeling, a hippogriff, a yak, and…well you get my point." Attea pointed out. "And besides, those two stay in their alien forms when they go to action. Why can't I?"

"She's got a point there." Manny mentioned with a shrug.

"And besides, Helix isn't a plumber." Delta spoke up. "And you're not one either Attea, not yet anyway."

"Well, it's about time you give us a chance to be one!" Helix told his dad after he jumped out of the base.

"Helix, wait!" Dust called out as Helix already activated the Omnitrix.

"Let's get some XLR8 up in here!" He declared before he programmed the alien he wanted and slammed down on the core. But when the light died down, he saw that he transformed into Overflow instead. "Oh come on! If this thing is going to give me the wrong alien each time, why does it even have a dial?!" He questioned before Helen, Manny, Ocellus, who armored up, and Attea stepped out.

“Need a lift, Helix?” Helen asked with a smirk.

"Let go!" Manny declared as Ocellus carried him and Attea before blasting off. Helen carried Overflow as she ran at super speed to where the fire stallions were heading.

"Are they always like that?" Dust asked the others.

“Since the beginning of Summer.” Flash muttered while shaking his head.





At a museum, the manager is in front of a fire pony. “There’s some kind of creature inside, tearing up the place.” He said before the five heroes arrived and landed on the ground in front of the museum.

“Don’t worry. We got this.” Manny said while cracking his knuckles.

"Just leave everything to us, sir." Attea added before she pulled out a blaster and kicked down the door. She then sheared ahead as she kept her guard up while the others followed behind. "Nothing yet, but keep on your toes."

"Okay, who here is giving us creatures a bad name in here?!” Overflow called out before they heard growling. They soon saw some sort of alien creature with red and orange skin, sharp teeth that were drooling from its mouth, and two sharp claws. It let out a roar before they noticed it was only like 5-in tall. All five of them looked at it in complete silence before they burst into laughter.

“Ahahaha! This little guy is causing so much trouble?!” Helen asked through laughter. “He’s so cute!”

"Hahahah! Oh no, look out! It's going to cuddle us to death!" Attea joked through her laughter.

“Ah! I bet it can’t even lift weights!” Manny joked.

“And I thought I was the cute and small one!” Ocellus called through her laughter.

“Oh, man! What a shrimp!” Overflow called out before the alien glared at them and lifted a rock before tossing it straight towards Overflow’s head, knocking him to the ground. The others stopped laughing as Overflow stood up and rubbed his head. "Okay, joke time over!" He then tried to blast the small alien with water before it quickly jumped out of the way and climbed up on one of the pillars.

"Whoa, that little guy is fast!” Manny called out as the alien hissed at them.

“And I think we made it angry.” Ocellus said nervously as she try firing at it, but it was fast and avoid the shots as it jumped onto the fountain, which they turned and spit out some water at them, which unfazed Overflow and Attea, but Manny, Helen, and Ocellus were soaked.

“Ah, that’s just a breath of home to me.” Attea said with a grin under her helmet.

"Heh, it's like a second breath of fresh air to me." Overflow added before the alien leaped away from them.

“Yeah, but that alien is so dead.” Helen said with a glare while Manny cracked his knuckles.





Outside, the cloaked mobile home drove as Twilight and the others walked out. “Have anypony happened to see five strange creatures come by here?”

"They went inside to face a small creature that's tearing the hotel up." The stallion answered while gesturing to the building.

"What does this small creature look like?" Delta questioned him as they all listened.





Inside the building, the creature climbed up a building as it hissed as the five heroes searched for them. But what they didn’t know is that a stallion holding a blaster, while wearing a plumber’s suit, walked backward as the heroes did the same as they bumped into each other and gave startled yells. “Who are you?" They asked one another at the same time while pointing at each other. "Who am I/are we? Who are you?” Then the stallion charged his blaster and knocked the five heroes to a counter as they crashed into a wall.

“Looks like today’s my lucky day. Six aliens for the price of one.” The stallion said as he looked at the outcold aliens. “Just sit tight, off-worlders. I’ll be back in a minute.” He said as he searched around before seeing the small alien and started blasting it as he chased after it.

Overflow was the first to regain consciousness as he stood up and rubbed his head. "Not cool blasting someone and leaving them behind." He muttered before he noticed the stallion walking by a bookshelf. Then the bookshelf fell on the stallion when it was pushed by the tiny alien, which caused the tiny alien to cheer in victory, but then Overflow trapped it with a metal box. “Not bad for a walking water tank, huh?” He asked before the Omnitrix timed out.

Helen, Manny, Ocellus, and Attea came around before Helen carried Helix. “Sorry, but we gotta go, man.” Manny said as they rushed out before they came up in front of their friends.

“Are you five alright?” Delta asked in concern.

"Barely, some nut job in there nearly fried us." Helen complained before Attea quickly put ID masks on her and Manny which transformed them into their pony forms. Attea quickly put on her mask as she put on her disguise as well when the stallion climbed himself out of the  bookshelf just as Ocellus removed her armor and hid away the cube.

He rubbed his head before he noticed Dust and Delta by the door. “Delta? Dust?” He asked with a smile, when the two plumbers realized who it was.

“Striker.” Dust said with a smile.

“Our old friend, it's great to see you.” Delta said as the two ponies ran up to him and gave him a hug.

“Wait, you both know this stallion?” Spike asked in surprise.

"You could say that the three of us used to be a team." Striker mentioned with a smile, which surprised them.





Outside the building, they saw Striker’s chariot ride. “Yeah, she’s not much to look at, but it’s better than that old rust bucket you used to have, Delta.” Striker joked.

“Hey, she had character, Striker.” Delta said with a small laugh.

“So, how are you, Striker?” Dust asked with a smile. “We haven’t heard from you in years.”

“Pretty good, considering I just bagged a havoc beast.” Striker said with a small smile. “Seems like old times.”

“You bagged it!?” Helix questioned with a look. “As if. It was Over--” He was cut off as Flash put a hoof on his shoulder to stop him.

“Let him have this.” Flash said to his cousin.

“Havoc beast, huh?” Delta asked in surprise. “We haven’t seen one of those since the one we caught terrorizing Saddle Ranger years ago.”

"Yeah well, good thing I was around." Striker mentioned as he closed the trunk. "You know how it is, once a plumber always a plumber. Ever think about getting back in the game, you two? You know, relive the glory days while traveling around the galaxy?"

"Thanks, but no thanks." Delta replied with a smile before pulling Helix close to her. "We have a son to look after now, so we're staying down on Equestria for the time being and well, we're still plumbers but as mentors for Attea here."

“Yeah, but the Plumbers went off world thanks to you and our old team leader.” Striker said. “Once you two took Vilgax out of the picture, the work here just seemed to dry up.”

“We’re just doin’ our job.” Dust said to him. “Besides, it’s great to teach our skills to the next generation.”

“Yeah, anyway, looks like things are picking back up again.” Striker said with a small smile. “In fact, I’m starting my own freelance Plumber business to start a new with the others off-world.” He said as he then turned to Helix and looked at the Omnitrix. “Wow. Cool watch. Looks so familiar.” He said as he squinted his eyes at it.

“It ought to, it’s the Omni--” Helix tried to answer before Delta pushed his son away.

“Oh, look at the time.” Delta said with a small smile. “Well, we need to go. Nice catching up with you, Striker. Happy plumbing.” He said as the group walked off while Striker watched them go.





On the road, Helix was looking at his parents in confusion. “How come Striker doesn't know about the Omnitrix?" He asked them.

“That’s on a need-to-know basis, son.” Dust said to him. “Less creatures who know, the better.”

"Is then like your answer for everything with the plumbers?" Smolder asked with a brow.

"If more creatures knew about aliens being real, it could put them and the aliens in danger." Delta told them. "There are protocols to be followed."

“Well, why don’t we take the Plumbers to the next level?” Helix asked. “Us, you two, and Striker. We’d be one epic supermega alien butt kickers!"

"Yeah, but we're going to need a better name than that." Manny mentioned. "Something like the Alien Force."

“Mmm, it’s catchy.” Attea said with a thoughtful look.

“And one great name!” Pinkie cheered.

“Everyone, we’re flattered you appreciate what we did, but you can’t bring back the past.” Delta said before beeping sounds can be heard as a monitor stood up to show Striker.

"Delta! Dust! Come in, three arachnidchimps are tearing up a processing plant on highway 55! I need your help!" Striker informed before the communication was cut.

“Arachnidchips…” Delta said seriously as he turned around and drove back.

“Alright! The plumbers are back in business!” Helix cheered excitedly.





In a factory, they parked at a busted down door as they heard monkey sounds chirping inside. “I do not like the sound of that.” Fluttershy said nervously.

"Why does that sound familiar?" Rarity questioned after hearing the sounds before they walked inside. After entering a hallway, they entered the cargo area where they saw Striker on the ground.

“Striker!” Dust called out as they helped him up.

“Dust, Delta, thank goodness you showed up.” Striker said in relief. “Three aliens, nasty and annoying. We’re gonna need a little of that old magic.”

"Don't worry, we'll help anyway we can.” Twilight assured him before they heard something coming towards them. They saw something coming out of the scene before they saw three familiar blue monkey-like aliens coming out of the steam. They each look like Spidermonkey, only they look bigger and more menacing.

"That's why the sounds were familiar…" Rarity mentioned fearfully as the three Arachnidchips came towards them.

"Spidermonkeys, maybe I can talk to them!" Helix thought as he activated the Omnitrix.

“Helix!” Delta called out as Helix slammed down on the core and transformed into Spidermonkey, much to Striker’s shock.

“That’s why I recognized that watch. It’s the Omnitrix.” Striker said in amazement as Spidermonkey stood up and walked up to the three Arachnidchips.

"Yo guys, what's up?" He asked them. "Thought we could talk this out, you know, Spidermonkey to Spidermonkey."

“Oh, really, like we’re gonna talk to a cheap rip-off of our own!” One of them yelled as he slammed and punches Spidermonkey back.

“He was only trying to be nice.” Fluttershy said to them.

“What was that for?” Sandbar asked.

“Arachnidchips were never big on small talk, even with their own kind. Kind of like vulpimancers and they can't even talk.” Attea explained as Spidermonkey jumped back and then he started swinging around with webs.

“Get back here, you big ape!” The second arachnidchip demanded as they chased Spidermonkey.

"Who are you calling a big ape?!" Spidermonkey questioned. "You're the ones who needs to lose a few pounds!" He exclaimed as he started swinging around while trying to lose them. Then he was pinned by one of them as he struggled to break free, but then Striker threw a crate at it, knocking it off Spidermonkey as he landed next to Striker. “Thanks.”

“What are partners for?” Striker asked with a smile as they regrouped with the others.

“Let’s get out of here!” Flash called as they ran towards the exit, but then the Arachnidchips blocked their path.

"You're not going anywhere!" The third one declared as he was about to pounce on them, only for him and the other three held their heads in pain when they heard a very loud sonic pitch. Even Spidermonkey was having the same reaction as Striker held up said device.

“Helix!” Helen called in concern as she held him. “Striker, what is that?!” She questioned.

“Sorry about that. Only way to bring down the arachnidchips.” Striker said as Spidermonkey kept moaning in pain.

"Could have given me a heads up before you did that!" Spidermonkey complained.

“Yeah, lucky for us, you had a sonic pitch whistle with you.” Delta said suspiciously as Spidermonkey kept holding his head in pain, but to his relief, the Omnitrix timed out as he transformed back.

"So, the Omnitrix really does exist." Striker mentioned before he smiled at Helix. “And Helix, pretty good moves out there. You remind me of your parents back in the day.”

“Really?” Helix asked with a small smile before monkey chirpings are heard.

“Striker, look out!” Dust called as an arachnidchip knocked Striker down and smashed the Sonic Pitch device.

“No more of that!” One of them yelled. “Time to finish this!”

“How about we even the odds a bit!” Manny exclaimed as he took off his ID mask and punched one of them back. Helen then superspeed to another one and knocked it back, Ocellus flew up and started firing the other in her armor while Attea assisted her. Striker looked on in shock.

“They’re aliens too?” Striker asked his two old partners.

“It’s a long story.” Dust said as the five heroes kept fighting the Arachnidchips before they knocked them to a storage unit and closed the hatch before they could escape.

“Ah, just like old times, eh?” Striker asked Dust and Delta with a smile. “They remind me of us back in the day. I think this is gonna be the beginning of a new partnership.” He said as he raised his hoof to them while Dust and Delta felt off about this.





They all soon returned to the hotel as Helix, Smolder, Attea, and Pinkie Pie were enjoying the food that was brought to the room they were in. “It’s fate we all met up.” Striker said as he relaxed in his chair.

“My, what a fancy room you have here.” Rarity complimented. “It have to cost so much to afford this.”

“It was just a little thank you I negotiated with the manager for helping him out with his little alien problem." Striker mentioned before he looked at the young ones. "By the way, sorry about blasting you all earlier. But all things considered, you also did pretty well. I think you all would make great plumbers."

“Really?” Ocellus asked in surprise.

“Sure, a real chip off the old block.” Striker said with a smile. “We’d all make a great team. With your powers, Dust and Detla’s experiences, and my instincts, we’d be an unstoppable team. What do you think?”

"I think it's a weird coincidence that a Hyper Weasel and three Archnichips just suddenly turn up on the same day." Delta mentioned with suspicion. 

“Aliens. Go figure.” Striker said with a shrug.

“Yeah.” Dust said susipciosly as she and her husband looked at each other before nodding. “We’ll discuss this with some fresh air.” She said as the two walked out while Striker got nervous a bit and glared before he smiled at the group.

“Hey, everycreature, order whatever you like off the room service menu.” Striker said as he walked off.

“Really? Sweet!” Pinkie cheered excitedly while Flash and Twilight felt off about Striker.

"I think both Delta and Dust know something they aren't telling us”. Twilight mentioned with suspicion.

“Let’s go find out more.” Flash said as they stood up.

“And pass up free room service?” Smolder asked with a brow. “No way, I’m staying here.”

“Ditto. These are great food.” Helix said in agreement as the three kept eating.

“Seriously?” Applejack asked in annoyance. “Now?”

"Maybe they're right, it's probably just some super awesome plumber mission." Attea mentioned with a shrug which really got their attention. "Best to stay out of it since we're not ready." Helix, Smolder, and Pinkie Pie quickly dropped their food as they raced out of the door. "And that's how it's done." She mentioned before tossing up a piece of bread and using her frog tongue to catch it into her mouth.





Not long after, the group rushed out of the hotel and saw no sign of the three plumbers or their rides. “No Dust or Delta.” Rainbow said.

“And no Striker.” Yona said.

“But where would they go?” Spike asked in wonder.

"If they think those aliens are connected in some way, there's only one place to check out around here." Flash mentioned with determination. "The plumber base."

“That’s the only place that they know.” Attea said with a thoughtful look. “But how are we gonna get there? It’s too far to go there on foot or fly.”

“We teleport, obviously.” Twilight said as she lit up her horn. “Everyone huddle up.” She said as they huggled together before Twilight teleported the whole group away.





A bit later, Dust and Delta arrived at their based and looked in a secret vault and noticed that something in the middle was missing as they glared. “It’s gone.” Delta said grimly.

“Looking for this?” Striker’s voice spoke as the two turned and saw him holding up a ray gun device.

“The null-void projector.” Dust said with a serious tone. “Figures all those aliens were familiar.”

“You stole the null-void projector to release the ones we caught back in the old days.” Delta said with a glare.

“You two were too smart for your own good.” Striker said with a smirk. “But not wanting to join up with me was just plain dumb.”

“How did you managed to get the null-void projector? We’ve been monitoring the base for a while before we hit the road with our son and his friends.” Dust said suspiciously.

"I took it years ago, and you want to know the reason why I'm doing this? I'm doing it for the money of course. You know, job security." Striker told them. "I release an alien, then I had somepony such as a mayor, Hotel manager, or whoever is rich enough to pay me to catch it."

"You know we're not going to let you continue with all this right?" Delta told him as he and his wife stood ready to fight him.

"Yeah, I thought you might say that." Striker replied with a disappointed tone. "Too bad, we could have made quite the team again." He then fired the null void projector at them as they quickly duck under the beam. However, the beam created some sort of portal as something came out. The alien itself was green with sharp claws and crab-like legs as it roared at the two.

“Oh boy.” Dust muttered as she and Delta moved back.

“And don’t worry, I’ll be sure to tell Helix two your last words to me, is how you wanted him to following in your hoofsteps as my partner.” Striker said with a smirk as the creature roared at the two plumbers before a blur sped up and they vanished. “What the?!” He called out as he turned and saw XLR8 holding his parents.

XLR8 retracted his visor as he glared at Striker. “You’re no plumber! You’re nothing but a big drip con artist!” He retorted.

“Helix, listen to me.” Striker said to him. “We don’t need your parents. We could start back up the Plumbers again, just you, me, and your team.”

“Forget it! After what you tried to do to my parents when I just got them back, there’s nothing you can do or say to change my mind!” XLR8 yelled firmly.

"Figures, like father like son, stubborn to the end." Striker complained before the alien got its claws free from the ground. "Meet an old friend of ours, a Wigzelian Org Beast.” He said with a smirk as the Org Beast stomped towards them as they turned and saw Striker at the door. “I’d love to stay, but I’ve got lots of work to do.” He said as he rushed off before the door closed as XLR8 moved his parents and started fighting the beast while dodging its attacks.

"He's not going to be able to hold him off much longer." Dust told her husband before they quickly rushed to the drawers. She opened one on the bottom and let out a grunt. "No." She went to another drawer as Delta opened one on the top and pulled out some sort of alien device.

"Not this one." He said before putting it back and moving to another drawer.

“We really gotta organize these things.” Dust said as they kept searching for the thing they needed.

XLR8 kept fighting the Org Beast as he stepped back. “Mom, Dad, can you pick up the pace here?!" He asked as the Omnitrix started beeping before the Org Beast threw the floor at him just as he timed out. “Cause I sure can’t.” Helix moaned.

Delta searched through another drawer and held up a device. “Got it!” He called as he threw the device at the beast, which sent a mist to knock it out cold as Dust rushed up to her son.

“Sweety, are you okay?!” Dust asked in worry as she moved the floor piece off him.

“I’ll live.” Helix assured her as he rubbed his head before he realized something. “Wait, where’s the others?!” He asked in worry, seeing that his friends never caught up with him.





In the bay where the mobile base and Striker's Chariot is, Smolder and Attea walked up to the Chariots and opened the door to see it was another mobile base. "You think Twilight's spell got messed up when we were heading towards the base?" Smolder asked Attea as they looked around.

“No, the base is something held up with Anti-Magic tech.” Attea explained. “It keeps any magic users from teleporting directly in. Sometimes it can make the magic from the user go random. Which is why we’re in the wrong area and the others aren’t here.”

“Well, since we’re here, let’s check Striker’s ride.” Smolder said as they were about to do just that, but then they heard the elevator beeping.

“No time for search, quick, get in!” Attea called as she pushed Smolder into Striker’s chariot as said pony walked out of the elevator and into his ride as he sat the null-void projector next to him as he gave a laugh.

“Ha-ha, and who says crime doesn’t pay?” Striker asked himself in amusement as his ride got out of the base and into the road while Smolder and Attea were hiding in the back with his supplies.





Twilight and the others rushed down the hall after finding each other before they saw Helix and his parents running up to them. "Thanks, Celestia, we found you!" She sighed in relief.

“Sorry about the separation. We forgot to turn off the anti-magic security feature.” Dust apologized. “We were pretty concerned if any magic users ever found the base.”

“It’s okay. At least we’re here now.” Sandbar said with an assuring smile. "Well, almost all of us."

"What in tarnation did you figure out here?" Applejack asked them.

"It was Striker who was behind those alien attacks, he was using some sort of null void thingy to release them and get paid to catch them again." Helix told them.

“Wait, a null void? Like limbo?” Rainbow asked in confusion.

“The Null-Void projector is a device that opens a portal to the Null-Void, a pocket Dimension where we store the most dangerous of alien criminals.” Delta told them. "We can't let Striker continue doing this."

“Well, then, let’s go!” Gallus called as they entered their ride and they exited the base just as Dust activate turbo mode, and they then took off at highspeed.

“Whoo! Now this is what I call speed!” Rainbow cheered while the others are pushed by the force.

“And exciting! Whee!” Pinkie cheered as Flash turned to Detla and Dust.

“So, how many aliens did you store in the Null Void?” Flash asked his uncle and aunt.

“At least a couple of hundred, but it’s a portal to an alternate dimension.” Delta answered.

“In theory, it could have millions inside of it. And if Striker free them all, Equestria is in perial!” Dust exclaimed as they went faster.





Meanwhile, Striker was driving down the road before Smolder and Attea saw the Null Void projector from where they were hiding. With him focusing on the road, they nodded to each other as they carefully moved closer to it. They were about to reach it, but then Striker saw them through a view mirror and quickly put his hooves on them as he raised their hands up.

“Oh, no, you don’t.” Striker growled as they fought for the projector, but then he saw a chariot in front of them as he let go and turned to avoid the collision as Smolder opened up a window.

“Better start thinking about a new line of work because this thing is going bye-bye.” Smolder said as Striker quickly put on the brakes, causing the two girls to drop it on the floor as he pressed a button on the chariot.

“Autopilot mode engaged.” The computer said as Striker turned to the bike and the three wrestled for the projector, but then they accidentally opened a portal as Striker saw the Chariot rushing towards him as he turned to the two girls with a smirk.

“Good idea, we could use a distraction.” Striker said with a smirk as a tentacle-like creature with no eyes and wings flew out of the portal with a roar.

“Something tells me that’s not a squid from the ocean!” Silverstream cried in fear.

"It's a Null-Guardian, they supposedly keep things in the null void in check!" Dust exclaimed before the Null-Guardian flew towards them. It as soon as smashed against the vehicle as they all duck down from its tentacles.

"We're gonna need to fight fire with fire, or in this case, tentacles with tentacles!" Helix declared as he activated the Omnitrix and programmed Gax. "With some extra muscle!" As soon as the core popped up, he slammed it down and was covered in a bright green light. But once it died down, he had transformed into the wrong alien. "Greymatter?! I said muscles and tentacles, not minuscule and brains!"

“Dude, you really need to get that thing fixed.” Manny said as the Null Guardian kept attacking as Greymatter then ran up the tentacle and to the head.

“Trigger the correct sequence of synapses should allow me some rudimentary motor control.” Greymatter muttered before he realized what he said. “Uh, sure wish I knew what I was talking about.” He said before he grabbed the limbs and pulled on them as he started moving the Null-Guardian around in the air.

He soon steered the Null-Guardian into Striker's vehicle before it spun out of control and hung on the edge of a bridge where both him and Greymatter held on the railing when they fell off their rides. "You!" Striker grunted when he saw Greymatter. "Stay back, or I'll release every alien inside this thing!"

"Do that, and you'll be out of the job." Greymatter pointed out. "Not that you'll have one once they'll take your badge away for this!"

"Look Helix, it doesn't have to be this way." Striker told him. "We can start off the plumbers again here on Equestria. We could all work together."

“No way. This is one team who’s not for sale.” Greymatter said firmly. “My parents are true plumbers then you when you just release creatures and lock them up again for money!” He added as Attea saw a view mirror behind them as she grabbed it.

"Well, then you’re all gonna be very busy.” Striker said as he powered up the Null-Void Projector.

“Sorry, but we’re on summer vacation.” Greymatter taunted as Striker was about to fire.

“Helix, heads up!” Attea called as she tossed the mirror to Greymatter just as Striker fired, but it reflected off the mirror as it hit him.

“NO!” Striker yelled as he was blasted to the Null Void.

“See ya.” Smolder said with a smirk as she caught the Null Void Projector.

"And we definitely wouldn't want to be ya." Greymatter added with a grin.

“So, who’s next?” Smolder asked with a smirk.

“How about the Null Guardian?” Attea suggested as the Chariot came up to them.





They soon returned back to the base and blasted the Org Beast back to the null void. "And that's the last of them." Delta said before he looked at his son. "Look, we're sorry we've been away for so long. We were just trying to keep you safe and we can't even manage to do that."

“It’s okay, Dad.” Helix said with a small smile. “I’m just glad you and mom are here now.”

“So are we. And for what it’s worth, son, there’s one thing that Striker was right about.” Dust said with a small smile.

“And what’s that?” Helix asked in wonder as Delta placed a hoof on his shoulder.

"You and your friends would have made great plumbers." Delta answered. "All of you."

"Awesome! Does this mean we get to use some of this awesome alien technology?" Rainbow questioned.

"Don't push it." Dust told her with a smile before she placed the Null Void Projector back on its pedestal.

"But, what's going to happen to Striker now that he's trapped in there?" Fluttershy asked them.

“Let's just say there are some questions that are better left unanswered." Delta told her before they headed back to the mobile base.

"I gotta say, Helix can be really heroic no matter what he is." Attea whispered to Helen.

"Yeah, he can be." Helen replied as she looked towards Helix with a smile and a small blush.

"And he's super cute too." Attea added with a small blush of her own as Helen did a double take at her.

“Wait, what did you just say?” Helen asked in surprise.

“What, I just said he’s kinda cute. I know I'm an incursion and he's an equine, but I can't help but think that way of him.” Attea said with a shrug. “Why?”

“Nothing. No reason.” Helen said with a look before she glared. “Stop looking at him…” She said, which made Attea flinched.

“Uh, okay.” Attea said awkwardly as she walked up to the others while Helen trailed from behind.

“He’s mine.” Helen whispered as she had a feeling that she might have competition between her and Attea over Helix.
> Chapter 14: Understand the Gravity of the Situation
> --------------------------------------------------------------------------

The group traveled to a national park where there was a geyser erupting from not too far, and a nice clean river of water flowing down from a waterfall. Most of the group walked out as Delta took in a deep breath of fresh air. "You know, it's the beauty of nature that reminds you why Equestria is so great sometimes." He said with a sigh.

"I'm happy you like it." Fluttershy said with a smile. "My parents used to take me to this national park when I was a filly. I really enjoyed all the animals that are around here, the breathtaking view of the erupting geyser, and many other things."

"And not only that but both Princess Luna and Princess Celestia are going to be meeting us here because they believe something big is coming." Twilight mentioned.

“I wonder what it is.” Rainbow wondered.

“Let’s just hope it’s not something bad because we got enough of those lately.” Applejack said in annoyance.

“Oh, now, Applejack, don’t be such a worry wart.” Rarity waved her off. “I for one finding enjoyable to find peace and quiet in the great outdoors.”

“Darn it, darn it!” Helix’s voice called as he was wearing some headphones while fiddling with the Omnitrix as he and the rest of the group walked up to him.

“Have you tried pressing the button?” Attea asked.

“That was the first thing I’ve touched.” Helix said.

"Maybe try pressing one then the other?" Manny suggested.

"What are you guys doing?" Flash asked them.

"We're trying to get this dumb watch to work so we can go to the new fast food place in town." Helix explained. "They have this new arcade and everything, but it won't work and we're stuck here."

"My, it seems somepony needs to take in the surroundings and relax." A familiar voice spoke up before they saw Princess Celestia and Princess Luna flying in. "I hope it wasn't too much trouble for us to intrude on your little trip." Celestia said before Twilight ran up and hugged her former mentor.

“No trouble at all princess.” Twilight assured her as she broke the hug. “We got your message,  and arrived here as soon as we could.”

"Good, because I noticed something coming across the night sky last night and it seemed to be heading towards this location." Luna spoke up. "I even sensed a strange energy coming from this meteor, so we must be prepared for whatever comes."

"In the meantime, let's just sit back and relax and enjoy this place.” Helen mentioned before each of the young ones was given some paper by Twilight. “What's this for?"

"While I want you all to relax, I also would like you to write a very detailed report on the landscapes around us.” Twilight instructed as the young ones except Ocellus groaned. "What kind of plant life, animal life, even some--"

"Twilight, this is vacation, not a field trip.” Spike pointed out with a brow. “Can’t you stop with all these reports or assignments?”

“What? It’s never a time to stop learning.” Twilight said with a proud smile. “Besides, it’s great for the brain and--” She was cut off when a crumpled-up paper hit her in the head.

"Okay, let's see if we can help!" Smolder spoke up as she and Helen, with the others, tried to help Helix with the watch.

"Maybe try pressing the sides at the same time?" Silverstream asked as they each fiddled with the watch.

“Why can’t nopony ever want to learn on a trip?” Twilight asked in wonder while her friends gave her looks. “What?”

“Twi, I think you are going overboard with these assignments.” Applejack said dully.

"After all, they are still kids and it is summer vacation, and they just want to have fun without learning things all the time." Dust mentioned with a smile.

"At least my mom gets it." Helix muttered before he pressed the two buttons when Smolder's claw was over the faceplate and the core popped up as it was pushed down by accident by her. Helix was then engulfed in a bright green light as the others stood back and he transformed. They then looked really surprised as he turned into something that was a bit too top-heavy before he lost his balance and fell to the ground. He then opened his eyes and looked at his arms which had become very rocky. "Whoa, guys, what did I turn into?!"

“No idea.” Attea said as Helix struggled to get back up. “But you look like a planet-like alien.” She said as they saw he is a large, bulky, reddish-brown alien with rocky skin, a giant mouth with teeth that are also made of rocks, and a molten lava planet core at the center of his body. His feet are tan with three toes, and he has three fingers and one thumb on each hand. He wears black shorts with green stripes, a green belt with white stripes and the Omnitrix symbol on his forehead.

“Well, a little help please?” Helix asked as they helped him back up. “Can’t believe this is a new alien.”

“And with Gax you got from Vilgax, that makes twelve aliens and who knows. There could be a hundred more.” Delta said with a thoughtful look.

“Just how many aliens are in that watch?” Gallus asked with a brow. “We thought it was only ten.”

“I don't know, but this is new.” Helix said while looking at himself and at the core on his chest. “So, what do you think this guy does anyway?"

"And could someone please explain to me what has happened to him?" Luna spoke up as she was shocked to see Helix transform into an alien.

“Oh, right. Starswirl and I didn’t tell you.” Celestia said to her sister sheepishly. “To summarise, Helix found a space watch that attached itself to his hoof and to his DNA that allowed him to change into different aliens and he’s been fighting evil in his summer trip ever since.” She explained.

“And I wasn’t told because…?” Luna asked her sister with a brow.

“Well, for starters, we figure seeing it would be believable then explaining it, that and you were sleeping after handling the dreams.” Celestia said with a small sheepish smile.

“Right.” Luna said with a dull look.

“Anyway, Mom, Dad, do you know what this alien does?” Helix asked.

"Nope, this is the first time we've ever seen an alien like this." Delta mentioned with a shrug.

"Well, maybe with a red core like that and a big mouth like yours, maybe you can breathe fire?” Smolder suggested.

“Let’s see.” Helix said as he turned to the side and took a huge breath before he blew it out, but nothing came out of him. “Nope. No fire breath.”

“Drats.” Smolder muttered.

“Maybe fire freezes rays from your eyes?” Manny suggested as Helix stared deeply at them and squinted his eyes hard, but nothing. “I guess not.”

“Magnetic blasts?” Yona asked as Helix raised his hand up, but did different positions but so far, nothing.

"Okay, maybe not…" Helix muttered before Attea saw a very large meteor falling right towards them.

"Duck!" She called out as they all quickly ducked out of the way. Helix turned to see the meteor before he fell to the ground when it flew past them and crashed into the forest. "I'm guessing that was the meaning you saw last night, Luna?"

“Yes. But I was surprised it came close to our planet.” Luna said with a thoughtful look. “I was fortunate that it would crash here, but it seems like I was correct.” She stated as they turned to Helix, who was on the ground again.

“Okay, this alien has gotta go, now.” Helix said as he suddenly went into a ball-shaped form with his arms and legs retracted as he formed into a ball and started floating. “W-Whoa! Whoa!” He called as he started floating close to the crash site.

“Don’t you mean, gotta fly?” Pinkie joked with chuckles.

“Look on the bright side. You’re headed in the direction of the meteor.” Flash said as they rushed after Helix, who was still floating towards the crash site before he suddenly got his arms and legs back before he sat on the ground. The others soon arrived as they all looked up at the meteor that looked bigger than it did when it entered the atmosphere.

"Whoa, that thing is ginormous!" Rainbow exclaimed when they saw how big it was.

“That is one giant rock! And I’ve seen bigger ones!” Pinkie exclaimed before the ground shook as Helix fell again as they saw some rocks coming out of the meteor.

“And it’s alive?!” Silverstream asked in shock.

"What's it doing?!" Spike exclaimed before a ginormous insect leg burst out of the meteor and slammed into the ground.

"Whatever it's doing, we better move!" Rarity screamed as they quickly moved out of the way as more giant insect legs emerged from the meteor. The legs then touched down to the ground as the rest of it shell broke apart to reveal a giant tick-like creature as that slapped down its tentacles and started sucking before releasing some puff of smell, which they cringed back in disgust.

“Phew weeh! And quite aromatic.” Applejack commented.

"I just thought that was Manny forgetting to put on deodorant this morning!" Smolder mentioned while glaring at him.

“Hey! You try using deodorant on four armpits!” Manny retorted before they turned and saw a spaceship flying towards them.

“Looks to me we’re gonna have some visitors.” Sandbar commented as coming out of the ship were three aliens wearing robes.

“Rejoice. He’s arrived in all his glorious glowy.” The middle alien said as the three got on hover pads and floated down to them as the small alien went towards the tick.

"I await his proclamation." The alien with six arms said as he leaned his head against the tick.

"Who are three and do you know what this creature is?" Celestia asked the three aliens with a demanding tone.

“Relax. We come in peace.” The middle alien said as the buffier one came next to him.

“That’s what they always say right, before they blow you to bits!” Rainbow exclaimed.

"An equine with an attitude.” The buffer alien said as he hovered around them. "I've heard they exist here in large numbers in the sky, or should I say did?"

"Wh-What does he mean by that?" Fluttershy whispered with a worried tone as the middle alien hovered up to Helix.

“And a Galilean to boot.” The middle alien said, which surprised the group.

“At least we know what species you are now.” Attea whispered to Helix.

"His presence here must be a sign provided by the great one that he is here to negotiate." The middle alien spoke up before gesturing to the giant tick. "Is he not tremendous?"

“Tremendous! All hail the great tremendous one!” The two aliens said as the buffier alien turned to Helix.

"You are a little far from home, aren't you?" The buffier alien asked him.

“Actually, it's more closer than you think.” Helix said.

"Well unfortunately for you, there is no negotiating with the great one once he has begun purifying the planet." The buffier alien said as he gestured to the giant tick.

"What do you mean by purifying?" Twilight questioned with concern.

"Everyone, keep quiet!" The alien with six arms told them before he pressed his head against the tick again. "He's speaking to me."

“Uh, we don’t hear anything.” Helen said in confusion.

“That's because only I speak his language.” The six-armed alien said as he pressed his head against the tick. “The great one says ‘Your planet will be purified before the next moon.’ You all are quite lucky.” He said as the tentacles then started turning the ground grey before it spread all over the landscape.

“I don’t think we are lucky.” Luna said seriously.

"What exactly does he do when he purifies our planet?" Delta questioned the aliens.

"Very well, you have the right to know how your planet will become purified." The middle alien said before he hovered in front of them. “It's actually quite the experience. Let me show you."

"Oh great, not that auto-visual thing again." The buffer alien complained which caused the middle alien to look at him with a brow.

“Just explain to us now please.” Dust said to them as the middle alien pressed his head and showed a projection.

“We followed the great one from planet to planet, galaxy to galaxy after he paid a visit to each and every one of our planets.” The middle alien started as it showed the tick on a planet and started using its arms and tentacles as it ran down the planet’s crest. “Notice his technique, the deep burrowing of the appendages into the core of the planet, rotting it from the inside and then ingesting it.” He said as the planet turned black before he exploded, shocking the Equestrians from that.

“That’s what he’s going to do here?!” Flash questioned in shock. "He's gonna blow our planet up?!"

“Of course. Though, before that, it will have some other effects before that happens.” The middle alien said with a natural look as it then visually showed the effects the tick will do to Equestria. “Your cities and villages will laid to waste, your oceans will dry up, your mountains will crumble.” He explained.

“It will be the end of the world as you know it.” The buffier alien said.

“Rejoice, rejoice, rejoice!” The three aliens chanted.

"Not on my watch, you maniacs!” Helix exclaimed before he flew right towards the middle one. But the buffier alien flew in front of the middle one and used his ax to knock him back as Helen, Attea, and Manny were suddenly pulled back when Helix got knocked into the forest.

“Guys!” Flash yelled as they rushed after them.

“That’s better.” The buffier alien said as they turned back to the tick.





In the forest, the four of them were screaming as Helix was trying to get his balance while still floating in the air. "What's going on?!" Manny exclaimed as they seemed to be orbiting around Helix.

“I think we’re caught in a gravitational pull!” Attea exclaimed.

“How is that possible?!” Helen asked as they flew down the hill with the others following and got caught just before the Omnitrix timed out and they rolled down the hill.

“Dang, this watch gives me a new alien out of the blue and all I can do is levitate things.” Helix complained. “Not what I was going for.”

“You complain about that while there’s a giant planet-sucker about to wipe Equestria off the face of the universe!” Smolder exclaimed with her arms crossed. 

"Those freaks also said something about you being a negotiator." Helen mentioned as she dusted herself off. "Maybe that alien species are negotiators?"

"It doesn't matter right now." Celestia spoke up. "Our world is in mortal danger if that tick continues to pump its poison into it."

"She's right, we have to find a way to remove it and fast." Twilight added before they noticed something happening to the trees.

“The trees are changing.” Ocellus said in horror as the trees became grey and all swelled up.

“I think its first phase is already starting.” Spike said nervously.

“We have to get back up that hill and destroy that thing before it destroys Equestria!” Dust exclaimed as they all started climbing back up.

"But what about every creature on the planet?" Sandbar asked with concern. "Our families, they're not going to survive what's happening."

"Spike, I wish for you to write a letter to Discord and tell him to evacuate every creature on the planet except us until the threat has been neutralized." Celestia informed.

“On it.” Spike nodded as he started writing down the letter before sending it with his fire as they made it when they saw tentacle-like creatures wiggling around.

“Whoa! These things weren’t here when we rolled down the hill, right?” Gallus asked in shock.

“No. We would’ve remembered them.” Ocellus said nervously.

"The tick's poison is mutating the landscape, including the plant life itself!" Delta theorized before one of the tentacles got too close to Rarity.

“Oh, get your slimy tentacles away from me!” Rarity exclaimed while slapping it, but then it lunged at her and grabbed her by the waist as it did the same as the others as they struggled to break free.

“You just have to insult it, Rarity, and they're mad!” Rainbow yelled as Helix reached for the Omnitrix, but it was still timed out.

"Ah! And to make matters worse, we're sinking!" Ocellus exclaimed with fear when the tentacles started pulling them down.

“Guys, now might be a good time to get us out of here!” Smolder yelled.

“You don’t think we’re trying?!” Manny yelled as he struggled to break free. "But these things are tougher than they look!"

“And I might turn into something else that might be useless!” Helix exclaimed as he kept fiddling with the Omnitrix as they were close to the ground. “Come on! Go hero you dumb watch!” He pleaded as he kept fiddling before he snaked to the ground.

“Helix!” Dust and Delta cried out for their son before a green flash shined from the bottom as Jetray flew out and dodged the tentacles.

“Time to cut some weed or tentacles… whatever!” Jetray called as he then started firing at the tentacles, which they hissed and they let go of the others as those who could fly grabbed the others and took off. “Time to fly!” He called while holding Attea and Helen as they all flew away from the tentacles, but then the tentacles then grabbed Attea’s legs.

“Hey!” Attea yelled as she glared down. “Never was much for tug of war! Plus I saw a few private videos to know where this is going!” She yelled as she hit the tentacles as they flew straight close to a waterfall that seemed to be turning purple with chunks of something odd.

"Look out!" Helen called out before Jetray quickly pulled up and flew over the waterfall as the others followed while dodging some more tentacles that shot at them.





With the tick, it grew even bigger while the three aliens were guarding it before they heard a boom. “What was that?” The buffier alien asked as the middle one looked up and saw something pulsing and swelling up.

The middle alien gave a smirk. “It appears part of this planet is about to be liberated.” He said as the six-armed alien leaned close to the tick.

"Yes… yes… I understand." The six-arm alien said. "I will be sure to tell the others."

“What did he tell you?" The buffier alien asked.

“He wishes us to see the effects of his greatness, and go witness his supreme and ultimate power.” The six-arm alien explained as the three aliens went off to do just that.





In the sky, the group kept flying as they could see more of the landscape was mutated. "Oh my…everything is changing…" Fluttershy gasped as one of the places she holds so dear to her heart was becoming tainted.

“Don't worry, Fluttershy, we're going to save it all. We have to stop that tick before our home goes boom!” Twilight exclaimed as a beating swelled pump kept beeping.

“What was noise?” Yona asked.

“Sounds like old hopeful’s ready to blow, and I don’t know what the tick’s poison could do to it when it does.” Celestia said seriously.

"From what we have seen so far, it can't be good!" Attea spoke up. "So is anyone up for a detour before we take out the big tick?"

“Sounds fair.” Pinkie said as they made a u-turn to the swelling puss.





The three aliens are at the giant puss while keeping a natural face. “I have visual recognition on the elderly men and prepubescent females, but what are the two females what are they riding on?” He asked.

“Two tons of laser power!” Jetray yelled as he flew past them as the others followed. “Move or lose it!”

“Not until we witness the eruption of the great one’s power.” The middle alien said with a firm look.

“Sorry, but that’s never gonna happen.” Luna said firmly to them.

"Helix, keep them busy while we seal it up!" Twilight called out.

"You got it! Helen, Attea, hold on tight!" He told the two riding on his back before he flew at high speed. Attea and Helen held on to him as tight as they could before they glared at each other. Jetray then fired lasers at the puff just as Twilight, Celestia, and Luna fired beings of magic at it, sealing it up as he flew around, and he and the others came below as Jetray placed Helen and Attea down as the others landed as well.

“Helix, what are you doing?” Helen asked in concern.

“Letting you off so neither of you gets hurt. This manta ray is flying solo.” Jetray said as he flew up, but then avoided laser slashes as he saw the aliens flying towards him as the buffier alien swung his energy ax as Jetray avoided them. “Two can play at this game!” He called as he fired a laser at the buffier alien, stunning him as he moved down while Jetray avoided the three aliens while the three Alicorns flew beside him.

“Get them!” The buffier alien said as they chased after the four in the sky as they looked around and saw them gone. “Where did they disappear to?”

Little did they know that Jetray and the three alicorns flew above them and dived down for a surprise attack. "Prepare to fire on my mark!" Celestia called out as each of them powered up their horns or eyes to blast the aliens out of the sky. "Ready… and…" just before she could finish, the Omnitrix on Jetray's chest started beeping red and he knew what that meant.

"Oh no, not now!" He shouted before the Omnitrix timed out and transformed back into Helix as he began to fall out of the sky. “HELP!”

“Helix!” Twilight and the others called from the ground as he kept screaming before he landed on the six-arm alien pad as he was pushed off and screamed as he fell into a mutated tree and groaned as the two aliens glared at him as he tried to steady the pad.

“Oh, man! Where’s the instruction manual when you need it?” Helix asked himself as he tried to control the pad but was flying around. "Come on, think of it like that hoverboard you got!" He said as he stood on the pad and slowly got it steady as he smiled before the two aliens came beside him, which he he moved the pad up as they blasted at each other.

“Hey!” The buffier alien called.

“Watch it!” The middle alien said as they looked up and saw Helix flying up as they kept firing at each other as he avoided the zaps as looked down and saw the puff as he gave a smirk.

“Coming in for a landing!” Helix called as zoomed down and got close to the puff.

“What’s Helix doing?” Spike asked as they watched him get close to the puff, but he stopped and zoomed up past the two aliens.

“Beep, beep, coming through!” Helix cheered as the two aliens looked down and saw that they crashed into the puff as it popped and they got stuck in slime.

“Get us out this!” The buffier alien yelled.

“Never seen an intergalactic fender bender like that before.” Delta said as he and the others looked amused by that.

“That’s our son.” Dust said as Helix, Twilight, Celestia, and Luna came to them.

“Anypony needs a lift?” Helix asked with a smirk.





A bit later, the group saw the tick, which was even bigger than before. “It’s getting bigger as it feeds.” Attea said in worry. "There's no way to remove it now."

“Then it’s time it went on a Fourarms diet.” Helix said as he activated the Omnitrix and slammed the core down as he transformed into Fourarms and started punching the tick, but it didn’t make a dent before he was knocked away and transformed back as he groaned while rubbing his head.





After a bit later, the Omnitrix recharged as he came back to the others. "Okay, that's one down, ten to go!" He declared as he programmed the Omnitrix for Heatblast. He then unleashed a stream of flames right at the big tick, but not even a scorch mark was on it when he stopped. After he timed out and waited for it to recharge again, he transformed into Spidermonkey and started attacking it again. When that didn't work, he tried Greymatter and tried to advise a plan to remove it, but couldn’t find the right strategy and was chased away by some space lice it had. Then he went to Diamondhead and tried to shatter it, then Overflow as he tried to soak it off and drown it, then XLR8 while he kept gabbing it.

After that, he went Goop and sprayed the big tick with some acid. And when that didn't work, he went Gax and either used his tentacles or laser eyes to take it down. After he timed out again, Helix was breathing heavily as he had a very worried look on his face. "Okay… let's face it… this thing is indestructible!" He complained.

"So now what do we do?!" Spike questioned the others as the three aliens arrived.

“Reverse beam flow.” The middle alien ordered as the buffier one shot a beam and they were trapped in a force field. Rainbow hit the field, but she got shocked as she held her hoof.

“Seriously, and electrocuting force field?!” Rainbow exclaimed as she rubbed her hoof.

“It’s time for the final purification of your planet, and you all along with it.” The buffier said as the group looked nervous.

"Please tell me there's a plan-b or something…" Rarity questioned fearfully as they saw their planet becoming more grayer by the second as the mutated trees started wilting away.

“The last of our planet’s life force is nearly fading!” Twilight called as they were levitated up and dropped into the ground before they were giving blocks.

“What are we supposed to do with these?” Ocellus questioned.

“Before the great one can cleanse your planet forever, he must be cleansed.” The middle alien said as he gestured to the tick, who was bursting and sweating.

"Nuh uh! I ain't going anywhere near that thing's feet!" Manny shouted as he threw away the brush. Just then, the buffier alien did a swipe with his ax, which Twilight quickly formed a shield to block it as she was pushed back.

"Let's do as they say, for now at least." Delta told them as they picked up the brushes and walked towards the tick.

The six-arm alien then leaned close to the tick. “He says, he missed us.” He said to him. It was not our fault, o great one. Please, forgive us.” He said with a bow.

“Forgiveness, forgiveness, forgiveness.” The three aliens chanted while the others started rubbing the tick’s feet.

"This cannot possibly get any worse. Rarity complained before she pressed her brush against the tick and a bit it's slime got on her, along with a few face lice. This caused her to shriek in terror and quickly shake off the goo and the lice. "I was completely wrong…"

Celestia took notice of the trees as they were almost shriveled up into oblivion. "We are running out of time." She whispered to the others.

"What do you want from me?" Helix questioned. "I'm all out of aliens, I've turned into every single one that I could and they can't take this thing down."

"Not all of them." Helen spoke up. "What about the big--"

"No way, I'm not turning into that hover rock thing again." Helix interrupted as he continued scrubbing. "Plus I don't know if I could, considering the first time was an accident."

"Yeah, but if you don't try and your world's going to end up as a giant tick cesspool." Attea pointed out.

“Well, when you put it that way…” Helix said as the Tick’s shell started to crack as the others looked up in surprise.

“It’s sheddling?” Fluttershy asked in surprise.

“More like transforming into something.” Luna said while seeing some pulses pumping.

“His beauty.” The middle alien said.

“His power.” The buffier alien added.

“His puss.” The six-arm alien finished.

“The end is upon us.” The three aliens chanted.

"Okay dude, it's now or never!" Sandbar called out before Helix activated the Omnitrix and tapped the buttons again to let the core pop up.

"Let's hope for the better." He said before he slammed it down and a bright light covered his body. Soon rocks started traveling up his hoof and covering his entire body as he had his eyes closed. A flash of green light flashes when he opens them before the ball of rocks unfolded its arms and legs. The red core in the center of his chest glowed before he did a pose and his transformation into a Galilean was complete. "Hey, it worked! So, uh, now what?" He asked as the three aliens came to them.

“Destroy them all.” The middle alien said as he fired a beam at them, which they quickly dodged as Twilight and some of the others are close to the tick before they saw some of the beams were deflected.

“The scales will protect us from their beams! Everyone, grab a piece of the scales!” Twilight called as they each grab some scales and used them to deflect the beams as they moved back to protect themselves before they ran around the tick and reflected the beams more, but some of them hit the Tick’s swelling zits as each other burst out acid, which they blocked before rushing to avoid the beams.

Helix then got up as he saw his friends and family blocking the strikes as he gave a determined expression. “Time to lift some weights!” He called as he then started running before he started levitating and formed into a ball.

The others kept blocking the strikes as Attea was about to fall, but Delta grabbed her. “Got you!” He called as the middle alien was about to fire at them, but then Helix came and levitated him off his pod and smashed into him.

“Strike!” Helix called out as he hit the middle alien but he started to float around him before Twilight noticed a pattern to that floating.

"Wait a minute, he doesn't float in the air, he manipulates the gravity around him!" She explained with realization. "He has his own orbit, like a planet!"

Helix then flew towards them and levitated them to and ot them to safet. “And I have some attack moves with gravity!” He said before he was blasted back by the aliens as he then blocked each strike and then his hands glowed green, causing him to somehow move the three aliens back as they crashed into each other before barely controlling their balance and fell to the floor. “Hey, more like Gravattack!” He exclaimed as some acid fell on him and he melted to the ground.

They all looked up and saw the big tick has now a big white shell as more acid continued to come out of it. Soon the ground started to rumble and break apart as the others went for higher ground and the aliens got back on their hover pads. It was clear now that it's the final stage of the planet's destruction by the big tick. "Let the final stage of the digestion begin!" The middle alien praised.

"Digest this, you space psychopath!" Manny shouted before he leaped and whacked the middle alien with a scale piece. Gravattack then flew by as he stood in front of the big tick before he put his arms up and concentrated when his hands glowed.

"Come on! Come on! Get out of the ground!" He grunted as he was trying to pull the big tick out of the planet. He focused his powers, but he was having trouble as the Tick started making a big wind. 

"It's no use, its mass is way too big for you!" Helen called out.

“Okay, if I can’t move it on the outside, then how about I do a little movement from the inside out!” He exclaimed before Attea and Helix realized what he was about to do next.

"Whoa wait, you're not gonna do what we think you're gonna, are you?!" Attea asked.

"A hero's got to do what a hero's got to do!" He replied before he formed his ball form before floating up and charged towards the Tick. “Time for a little gravitational surgery!” He called as he entered the tick.

“No!” The three aliens screamed in horror.

Inside the tick, Gravattack looked around and saw many bones and organs pumping inside. “Let’s see if I can rearrange some things!” He called as he then started using his powers to move organs out of their positions and breaking some bones. The tick outside began to break apart as some goo started flowing from the inside.

The others were being pulled towards the tick, but then it swelled up as it shell broke before it exploded and its goo started flying as the three aliens stood there while the Equestrians lifted up their shields. “Aw! Gross times a million! It’s raining Tick Goo!” Spike exclaimed as they blocked the goo as it splattered everywhere.

At the remains of the Tick, Gravattack stepped up as he was covered in slime. “Okay. I really need a shower after this.” He said as the six-arm alien hugged a shell of the Tick.

“Nothing.” He said sadlly. “The great one has been silenced, forever.”

“You destroyed him.” The middle alien said to Gravattack as they came to him. “Ahil to the new great one!” He exclaimed.

“Hail, hail!” The six-arm alien cheered.

“Whatever.” The buffier alien said as the two aliens except for him bow to Gravattack.

“These guys are not that loyal, are they?” Applejack asked with a brow.

"You said it." Rainbow agreed with a brow.

"I don't know, I could get used to this." Gravattack mentioned before the Omnitrix timed out any transformed back into Helix, causing the two aliens to stop.

“That’s right. I forget. You’re just an underdeveloped equine specimen.” The middle alien said before he was suddenly shot by Twilight, which made him scream as yellow and blue shots hit the other two aliens as they fell to the ground. They then saw the three alicorns glaring at them.

“Well, we maybe underdeveloped, but we have a few words to say to you three!” Celestia yelled firmly.

“First you invaded our planet, tried and got the tick to feed off it, nearly causing our home to die, and now, you think you are special and think you could just leave without being unpunished, well, we don’t think so!” Luna yelled with an angry look.

"Final warning, get off this planet and NEVER return!" Twilight demanded as she rage shifted. “And never find another tick and destroy other planets! Because if one ever comes back here, you’re all gonna regret it!”

The three aliens looked at the three alicorns frighteningly as the middle one spoke. “Um, well. We won’t. We swear!” He quickly said. “Um, come on, fellas. Time to go.” He said as the three got onto their pods and took off to their ship.

“Enjoy the rest of your day.” The six-arm alien said as he entered last and they took off and left the planet.

“Actually, it looks like there will be many days to come.” Flash said with a smile as the landscape returned back to normal as the trees and plant life returned to its original state.

"Looks like things are going back to normal." Ocellus said with a smile as Helix shook the goo off of him.

"Hate to remind you, but nothing is ever normal around here." He pointed out before Celestia and Luna smiled at him. “But at least it’s normal for us.” Helix added as Delta rubbed his mane.

“Nice job, son.” Delta said proudly.

"You truly have earned the title of hero." Celestia mentioned.

"And you are even the boldest of heroes if you are willing to enter a giant tick." Luna added.

“Yeah, but we all did good. We’re the heroes who save the day.” Helix said with a smile. “I think our work here is done.” He said as he lay on the glass and relaxed.

“So, anypony want to write a report on this landscape now?” Twilight asked before her papers were then snatched out of her hooves, surprising her as she turned to Helen, who had the papers in her hands before she ripped them at a fast paste before setting them loose as the rips were blown away to the wind. “Hey! What was that for?!”

“I’m sorry, Princess. But you’ve been doing this report and assignment everytime we go to a new place on the trip.” Helen said with her arms crossed. “I think it’s time that you stop and just have fun instead of having us learn something about it.”

"All in favor of teaching Twilight the importance of summer vacation?" Helix asked as the young ones all raised their hand, hoof, or claw.





Later, all of the young ones were scrubbing all the tick goo off of the mobile base as they grumbled. “Us and our big mouths…" Helix complains as the adults were in Lounge chairs.

"Hey, don't worry, as soon as you get all the goo off of the mobile base without any powers or magic, I will let you teach me the importance of summer." Twilight told them with a smug smile. "By the way, you missed some tick goo over there."

“You know, if you try and keep pushing our buttons, Twilight, you’re gonna see how strong a Fourarm can be.” Manny warned.

“And don’t make me give you another wedgie with your wings tied again.” Helen warned, which made Twilight nervous from that.

“Uh, I mean, keep up the great work!” Twilight quickly said as she turned to the others, who were giving amusing looks at her. “What?”

“No offense, Twilight, but you had that coming.” Rainbow said while sipping her drink.

"Don't get too comfortable, ever had an incursion wet willie?!" Attea called out before aiming and shooting her tongue right into Rainbow Dash's ear.

“Ah! Eww!” Rainbow exclaimed as she felt Attea’s tongue wiggling in her ear before she retracted it as Rainbow rubbed her ear. “Ah, gross! I felt that from the inside!” She exclaimed while trying to get the saliva out of her ear.

“Yeah, watch out for Attea’s long tongue. It can shoot and catch things from a mile.” Dust said with giggles. “Trust us. She’s good at hitting her targets.”

"We should really be more careful with their powers and skills.” Applejack notted.

“Agreed.” They all nodded in agreement as the young group continue cleaning their mobile base and the adults relaxed while making sure they don’t pull their tricks on them as Equestria is healthy and alive once again.
> Chapter 15: The Good, the Bad, and the Powers
> --------------------------------------------------------------------------

In a town with a huge line to a video game store, while the Young and Mane Six, Flash, Dust, Delta, Manny, Helen and Attea are waiting in line. “Ugh, we’ve been in this line for two hours  and it hasn’t budged an inch.” Smolder complained.

“It’s a small price to pay for Celestial Knights 2.1.” Helix said with an exciting smile. “I’d do anything to get this game.”

“You said it dude.” Manny said as he and Helix shared a hoof bump.

“Why are we even here? Don’t you already have a game like that?” Attea asked in confusion.

“Yeah. But this is 2.1!” Helix pointed out. “A new and updated version of the game!”

“Yeah. For example, in this, you can change the fighter’s colors during the match, along with the weapons they use.” Manny explained with a smirk. “Really great updating of the game itself."

“Maybe fun for you two, but it’s hot out here.” Rainbow said while whiping er brow. “I don’t know why so many ponies wanted a game while in a heatwave.”

“You know, there’s a nice air-conditioned bookstore in the corner.” Twilight said while pointing to the bookstore behind them. “How about we wait inside until thai line thins out a bit.” She suggested.

"And lose my spot in line?" Helix questioned. "No thank you, you guys go and I'll wait here."

"I'll stay with him." Attea said as she scooted closer to Helix before Helen got between them.

"Me too!" Helen quickly said before the two alien girls in disguises glared at each other.

“I’ll stay too.” Manny said to them. “Gotta make sure we actually get that game, and also…” He then leaned close to the adults. “To make sure Helix doesn’t get ripped apart by his two crushes fighting over him.” He whispered.

"What?" Helix questioned as the two alien girls blushed.

"Good call." Ocellus mentioned as the group began to walk off.

“Anything to get you all something from the bookstore?” Flash asked.

“It’s summer vacation. Why would I read anything?” Helix questioned with a brow.

“I’m good.” Helen said to them.

“Same.” Attea added.

“Not much of a reader.” Manny said as the others shrugged and walked up to the bookstore.





A few minutes later, the group walked out of the bookstore as Twilight had bought some books as she levitated a few out with her. “I can’t wait to read these! Some of the new editions are so exciting!” She exclaimed with a wide smile.

“Does she ever think of anything other than books?” Gallus asked Applejack with a brow.

“That’s Twilight for ya. Her love of books is as big as her heart.” Applejack said with a chuckle. “We’re still trying to figure her out.”

"Well there was this one time when I couldn't sleep one night and I walked into Twilight's room where I saw both her and Flash--" Spike tried to say before both Flash and Twilight covered his mouth.

"You promised us you would never tell anyone what you saw that night." Flash harshly whispered to him.

“So keep your promise!” Twilight added with the same tone as Spike gave a nervous smile and nodded quickly and zipped his lips.

"What are they talking about?" Smolder questioned with a brow.

"You'll understand when you kids get older." Dust told her. "Anyway, let's see if Helix finally got his game by now."

“I bet he gone stir crazy in the line. Or maybe Manny trying to keep Helen and Attea undercontrol.” Rainbow said with a chuckle.

“The two girls sure do have eyes on Helix lately.” Fluttershy noted. “More so than before Attea joined in.”

“Well, let’s hope they didn’t rip my cousin apart.” Flash said as they walked up to the video game store, but then they heard crashing sounds as they turned to the customers running out of the store and saw Fourarms jumping out, but there was something different about him, he was a bit paler of his color and the Omnitrix symbol isn’t on him.

“Helix?” Ocellus asked in shock as some of the local officers came by in their chariots, but Fourarms lifted up, getting the officers out as they screamed. 

“Why is he going berserk and tossing around police officers?” Silverstream asked nervously

“Good question.” Delta said with a serious look as the officers screamed and ran away before Fourarms threw the Chariot before more came to him as Fourarms started tossing things at them as the group duck in a corner.

“H-He must’ve snapped his cap!” Rainbow exclaimed in shock. “All this for a video game and where the hay is Helen, Attea, and Manny?!”

“I don’t believe it.” Flash said in shock.

“Well, I would be like that if somepony stole the last cupcakes.” Pinkie said with a shrug as they turned to her with a brow. “What? I would.”

"We'll talk later about that, sugarcube!" Applejack told her before they saw Fourarms threw a chariot when some police were coming down from the other end of the street. Then a big tank chariot came out as a buff solider stallion with white fur and yellow mane came out with some troops.

“Lieutenant Iron, Special Alien Containment Team.” Iron said firmly while showing his badge to the officers. “We’ll take it from here. Concussion bazooka.” He ordered as two of his stallions brought out some kind of tricked out bazooka.

“That doesn’t look good.” Rarity muttered.

"Wait, Lieutenant Iron, hold your fire!" Delta called out, sounding a bit like a commander.

"Delta, long time no see." Iron replied.

“Yeah. It has. But listen, you don’t wanna do this. That alien is…” Delta tried to say before Iron raised his hoof.

“Sorry, sir. But I’ve got a job to do. We’ll talk later.” Iron said as his men were about to use the bazooka, but Smolder ran up.

“Helix, what are you doing?!” Smolder yelled as Fourarms turned to her while carrying a chariot, which made her gasped as Iron nodded to his men and they fired at Fourarms, sending him flying to a pizza place.

“Helix!” The group all yelled in concern  as Fourarms came out while holding a woodburning oven and tossed it at a truck, which exploded as Fourarms took the chance and jumped away.

“There must be a logical explanation to this. Right?” Fluttershy asked hopefully.

"How do you know Iron?" Rainbow questioned Delta.

"It's a long story, but right now we have a mystery to solve." He replied as they all headed back to the mobile base.





Back at the mobile base disguised as a Chariot in a parking spot, the group entered as they saw Helix, Helen, Manny, and Attea playing the Celestial Knight game together. "Okay, I'll admit this game really is fun." Attea mentioned as they continued to play.

"Just wait until you see the show." Helix mentioned before he noticed the others coming in. "Oh hey, what's up?"

"Don't 'hey, what's up' us bucko!" Rainbow exclaimed. “Why did you go alien to get a dumb video game?!"

"What are you talking about?" Helix questioned with confusion.

“You going Fourarms freaky in front of the store!” Applejack yelled. “That’s what we’re talking about. And where were you three when he went alien?!” She questioned Manny, Attea and Helen with a look.

“Yo, what’s with the interrogation thing?” Manny questioned with a brow.

"Yeah, we were with Helix the whole time." Helen spoke up. "The line got shorter and eventually we bought the game and came back here."

"And we've been playing it while we waited for you guys to get back." Attea added.

“Seriously?” Smolder questione with a brow.

“Now, I’m sure they got a good explanation.” Flash said while trying to ease the tension. “Don’t you guys?”

“Yeah. Because we seriously don’t know what you’re talking about.” Helix said as he and the three continued their game.

“Oh, sure, just like you never put an empty milk bottle back in the refrigerator or you never leave the shower all gunked up, or you never, ever leave the toilet seat up in the--'' Rainbow ranted before the four got annoyed and frustrated before Manny slapped her. “Ow! Did you just slapped me?!” She questioned in irritation.

“You were getting all in our face! Plus you were getting on our nerves!” Manny retorted.

“Because seriously, I didn’t do anything wrong!” Helix yelled. “I don’t know if some encyclopedia or something fell on your head at the bookstore, but you have no evidence I did anything wrong.” He pointed out.

"Oh yeah?" Smolder spoke up as she turned on the TV which showed new footage of what happened a few moments ago.

The four looked in shock by that. “Wait! That’s not me!” Helix called in shock.

“Oh, no?” Applejack questioned with a brow.

“We’re sure it’s just some other Fourarmed alien going postal in front of a video game store.” Gallus said sarcastically.

"Hey, it's possible." Helix told them. "Remember Tetrax? He was the same species as Diamondhead. Plus, all the species that's in the Omnitrix live in the universe somewhere."

"Plus I think you all are overlooking some crucial details of what happened." Attea spoke up before she rewind and paused the footage. "Take a closer look at this guy, his color is a bit pale and there's a very crucial detail you all overlooked, he doesn't have an Omnitrix on his shoulder. Every time he transforms into an alien, they would have an Omnitrix symbol somewhere on their body." She then points to the shoulder of the Fourarms on screen. "This guy doesn't have one."

They all looked at the Fourarm alien and noticed that Attea was right as their eyes widen. “Oh, how did we not notice that?” Rarity questioned in surprise. “Attea is correct.”

"So this only raises more questions than answers." Twilight mentioned with a brow. "Like why would an alien come to Equestria and start attacking out of the blue for no good reason?"

“Well, he could be a refuge alien or something.” Sandbar suggested. “I mean, remember Vilgax?”

“Don’t remind us.” Delta said with a look. “But still, there’s a rouge alien out there causing havoc.”

“And no ones gonna ruin my aliens’ reputation except me!” Helix declared with determination. “Let’s hunt that alien down!”





They soon arrived at the scene of the crime as they were looking for some sort of clue that would help them find this alien. "So he just burst out of the video game store before causing havoc?" Helen asked the others.

“From what we saw, yes.” Twilight said with a nod as Helix picked up a brick and inspected it.

“Criminals always return to the scene of the crime.” Smolder said sarcastically with her hands on her hips before Manny slapped her on the head. “Ow!” She then glared at Manny.

“Can’t you give it a rest? We already proved that Helix didn’t do it. Attea told you that.” Manny said firmly.

"I was just joking. I mean seriously, criminals don't really return to the scene of the crime they committed." Smolder mentioned with her arms crossed.

“Besides, we’re trying to solve a mystery here.” Attea added.

“Now what do you expect to find that everypony else couldn’t?” Spike questioned with a brow.

 Helix then turned to an alley when he heard a transcan tilted and saw the other Fourarms in a corner before he started running. "There he is!" He called out before he started chasing the alien down.

“Wait!” Delta called as Helen then came up next to Helix and carried him.

“Need a lift to catch him?” Helen asked with a smirk.

“More than you think.” Helix said as they chased after the other Fourarms as they stopped at a street and saw no sign of him. “Where did he go?”

"Look!" Helen pointed towards a rooftop where they saw the imposter Fourarms, it was no ordinary building. "He's heading towards the mint!"

"Let's get him." Helix set it before they headed towards the mint.

The others followed along from behind. “Helen really gotta slow down and catch up.” Manny said with a look.





In the mint, some money were being made and printed as the group entered while searching for signs of Helix and Helen. “Are you sure they came in here?” Flash questioned.

"They had to!" Attea mentioned before they heard an explosion. They soon ran over to the spot where they saw the explosion before they saw Heatblast backing some workers into a corner as he threw flames at them.

“Okay, I was willing to give him one, but two of Helix’s aliens terrorizing the city?” Rainbow questioned firmly. “That can’t be a coincidence, guys! I’m stopping this right now!” She called as she rushed towards Heatblast.

"Rainbow, wait!" Applejack called out.

“Hey, hothead! Back off the fireworks before somebody gets really hurt!” Rainbow yelled as Heatblast turned to her in confusion. “Now, if you take responisbility for all the wacko stuff you’ve been doing lately, I’m sure we can help you.” She said firmly as Helen and Helix rushed up to them.

“Rainbow! Back away from him!” Helix yelled to her.

“Not now, Helix! Can’t you see I’m trying to deal with…” Rainbow trailed off as she realizes who she just spoke to her as she turned and saw Helix with Helen and the others. “Helix?! So who are you?!” She asked in shocked as she backed away from the other Heatblast.

“Me? I’m a hothead.” ‘Heatblast’ said with a smirk as he lit up some fireballs. "Just like you said.” He questioned as he shot a firebeam at Rainbow.

Before the flames could reach her, Helix quickly transformed into Overflow and counteract the firestream with his water. "Now do you believe me?!" He asked before he unleashed a stream of water right at the imposter Heatblast.

"We'll hold this guy off!" Manny declared as he, Helen, and Attea took off their ID masks.

"The rest of you get the workers to safety!" Helen added before dodging a fireball with her super speed. The rest of the group got the workers to safety as Ocellus quickly armored up and helped the rest fight off the alien. They managed to get the workers out of the building before the others duct under a fireball that was shot at them.

They looked around for any sign of the Heatblast imposter. “We don’t know who you are, but your giving aliens a bad name!” Overflow called out.

“So why don’t you cry about it?” ‘Heatblast’ taunted. “Or are you gona go run and tell on me to your cousin, your friends, or your gonna make more of my old friends betray on me?” He questioned before a fireblast hit a container above them, causing the bits to fall on them as the team were buried in it as ‘Heatblast’ came out of hiding. “Well Hallelujah! It’s raining money!” He mocked.

“Who are you?” Ocellus questioned. “You look like one of Helix’s aliens, but you don’t have an Omnitrix symbol.” She noted.

“You guys still haven’t figure it out?” ‘Heatblast’ questioned in amusement. “Maybe this will help jog your memories.” He said as he then concentrated as his head morphs into Jetray’s, then Diamondheaad, then Upgrade as the group watched in shock before the head shapeshifted into each of Helix's aliens before his head turned into somepony they are familiar. It was Powers, who was giving a smug look. “Now do you remember me?”

“Powers?!” Helen, Manny, Ocellus, and Helix asked in shock while Attea looked in disbelief.

“I-I don’t believe it! It’s you?!” Manny exclaimed in shock.

“We don’t get it. We thought you lost all of Helix’s powers and your own back on the bridge in Manehattan!” Ocellus said in shock. “How can you shapeshift into his aliens at full strength!?”

“Oh, that’s where it surprises me too, buggy.” Powers said as the team stood up. “Turns out, during our fight, I absorbed enough of that weird watch energy when it gave that sudden feedback blast, which allows me to turn into any of those aliens inside if I just concentrated hard enough. Similar how Changelings can change forms.” He said with a smirk before he glared. “But the only problem is, I can only stay a pony for a short time before I transform into any alien forms I got again. You all made me into this freak, Helix.” He said with venom in his tone.

"Oh yeah, this is all my fault." Overflow replied sarcastically. "Except you were the one who got a little power hungry and tried to absorb all the powers of my watch!"

"Not only that, but you were going to hurt innocent ponies just to make a quick buck!" Helen added.

"I don't care, because now it's payback time." Powers told them with an evil grin. “Now everything is 50/50, I do the crime and your friend Helix here does the time."

"You won't get away with this." Manny growled.

"You mean Helix won't get away with this." Powers corrected. "I'm not me anymore, I'm him! Remember?" He reminded them as  the windows exploded and they turned and saw some soldier stallions coming before Powers blasted them down. “Heh, keep the change. You can use it to pay your bail, Helix.” He said as he then transformed into Jetray. “Gotta fly.” He said as he took off to the glass ceiling.

“Powers!” Manny yelled angrily.

"Uh, I think we have bigger problems to deal with." Attea mentioned, as the soldiers surrounded them and pointed their weapons at them.

“Sorry, aliens. No unauthorized withdrawals on my watch.” Iron quipped as he adjusted his collar.

“Please, you don’t get it! The true bad alien is getting away!” Ocellus exclaimed while pointing above the ceiling.

"And we're the good aliens who tried to stop him!" Overflow added.

"Sure, just like those alien heroes that've been spreading around Equestria nowadays.” Iron replied as he gestured to his men to move forward. "No dice, to me you look like a walking water pistol, a fourearmed freak, an over-evolved dinosaur, a freaky frog thing, and a walking blob of circuits."

“Hey!” The heroes exclaimed in offenses.

“They’re telling the truth, officer.” Twilight spoke up as the others came back to the room. “There was another alien, who--”

“I don’t try ‘em, your highness. I just catch 'em.” Iron said firmly before he looked at Delta. "You of all ponies should know that. We'll let the boys back at the base decide who's naughty or nice. Fillyadelphia, Mt. Aris, Canterlot, you and your outer space pals have been keeping me real busy. But neither of you are getting away with it this time.”

"This time?" Overflow repeated with confusion before Ocellus turned her right arm into a blaster and fired a smoke bomb to cover their tracks. The soldiers started firing as the five of them quickly moved out of the way.

But then some lasers were shot at them as they were shot back by two stallions, who high-hoof each other before Overflow soaked them down before more started firing at them before Helen sped up quick to make a dust cloud to get out of sight. Iron and his troops search around before they looked up and saw them climbing to the railings as he pointed up and his two troops rushed off to get to the top.

Once the team made it to the top, the Omnitrix was about to timed out. “No, not now!” Overflow cried as they were surrounded with Iron and his troops blocking their way as Iron made a grab for his weapon.

Manny looked down as he got an idea and grab Overflow. “Sorry, dude! But you have to go!” He called as he tossed Overflow down, which he crashed into a copy machine as he turned to Ocellus. “Get us out of here!” He called as Ocellus nodded and grab her friends and flew off through the roof.

“Forget them! Get the alien they tossed!” Iron yelled as they looked down to find Overflow as a red flash shined one of the soldiers turned and saw Helix curled up on the floor.

“Ah! Don’t hurt me, please!” Helix yelled in acting before he opened his eyes. “Oh, is the monster gone?” He asked as the soldier lowered his weapon before he smirked.

Soon the soldier brought Helix to the others before Dust quickly ran up to him. "Oh there you are!" She acted all worried as she hugged him. "We were so worried about you!"

“Sorry, Iron. Helix’s always running away.” Delta said with a sheepish smile.

“We’re considering on getting my cousin a leash.” Flash acted as Iron gave a straight face before facing the Omnitrix.

“Mmm. Nice watch. Never seen anything like it.” Iron said in a suspicious tone.

“Uh, yeah. It’s from, uh…” Helix said while trying to make an excuse. “Japony!"

"It was a birthday gift for him.” Delta added.

“No sign of the aliens, sir.” A solider said to Iron. “It’s like they disappeared into thin air.”

“And I don’t suppose you old friend and the rest of you know anything about them.” Iron questioned.

"Now if we did, we would tell you." Delta told him. "And you know me just as well as I know you."

“Yeah, of course, Delta.” Iron said with a straight face as the group walked out. “Keep an eye on them. I know Delta, and he, his family and his friends know more than they’re saying.” He ordered one of his troops as he nodded.





They all soon regrouped back at the mobile base and told them everything that had happened. "It was Powers that attacked both the video game store and the mint." Helix told them. "They were all setups for me."

"That explains everything." Applejack spoke up. "Now I don't need to tell y'all, but that colt is nuttier than a squirrel in a nut con."

"It's what that alien hunter guy said that got me confused." Helen spoke up as Attea was over by a console typing something in. "He said something about Fillyadelphia, Mt. Aris, and Canterlot, but we have never been to those places yet."

"You might not have, but your friend, Powers, had." Attea spoke up before pulling up a few newspaper articles on a hologram screen that showed some of Helix's aliens, but each of them missing the Omnitrix symbol. "It looks like he's been busy since your last encounter. From what he said, he was using Helix’s aliens to do crimes. Spidermonkey in Fillyadelphia, Overflow in Mt. Airs, Goop in Canterlot.” She listed out.

“I’m gonna get blamed for all of it and I didn’t do any of them!” Helix exclaimed.

"Now that's going to get ironic." Smolder muttered before they heard screams of terror outside. They looked out and saw a trolley rolling down the road as they saw it was possessed by Powers as Upgrade.

“Powers!” Helen, Helix, and Manny grunted when they saw him pass by.

"He turned himself into Upgrade to possess that cable car and put those ponies on board in danger!" Twilight theorized as Helix activated the omnitrix.

"He's just a copycat that can't live up to the original!" Helix exclaimed as he programmed Upgrade. "Let's see how he likes an even playing field!" The core soon popped up before he slammed it down and transformed into Spidermonkey. "Oh you have got to be kidding me."

“Nice choice, monkey brain.” Smolder joked before Spidermonkey shot a web at her mouth.

"Don't blame me, blame the Omnitrix.” He said before he rushed out of the base and web swing to chase down Powers.

“Should we help him?” Manny asked Helen, Attea, and Ocellus with a smirk.

“Do you even have to ask?” Ocellus joked as she armored up and carried Manny while Helen carried Attea as they rushed after Helix as the others watched them go, but not noticing that two soldiers were spying on them.

“Mobile one, a wild blue spider monkey with four arms, a fourarmed creature, a fast dino on wheels, a frog alien, and the armored one just emerged from the Charito.” One of them informed Iron. “Now all of them are heading down the street in Pegasi street.”

“Maintain visuals. I’m on my way.” Iron informed through the comms.





On the cable car, the conductor tried to pull the brakes back before Upgrade's eye circle appeared in front of him. "Now why would you do something like that?" He questioned before a few tendrils wrapped around the brakes and yanked them out. "This is only the start of some fun!" The cable car went faster before Spidermonkey and his team caught up to it as Spidermonkey landed on the cable car.

“Stop this thing now, Powers!” Spidermonkey exclaimed as Power’s Upgrade eye appeared in front of him.

“Sorry, Helix. No pets allowed!” Powers taunted as he then formed spikes on the ceiling, which caused Spidermonkey onkey to move out of the way and stick to the side of the cable car.

"A little overkill much?!" He exclaimed before he saw another cable car coming up as he quickly went inside to not get hit by it. 

Just then, the mobile base behind them took off at high speed as Dust and Delta gave exciting looks. “You know times like these really make you appreciate my ship driving experience!" Delta said with a grin.

“Really feels like the good ol days!” Dust added with a laugh.

In the cable car, Helen, Ocellus, Manny, and Attea joined Spidermonkey inside as the crowd look at them frighteningly. “Everycreature, it’s okay! We’re here to help!” Attea called out as Power’s head appeared next to them.

“Peek-a-boo!” Powers said as they turned to him.

“We’re gonna stop you, P--” Manny was cut off when ‘Upgrade’ formed an fist and whacked Manny up as he crashed into the side.

“Sorry, but not gonna let you say my name.” Powers said as he tossed a bench at them, which Ocellus caught as they were pushed back. “I think I’d over stayed my ride.” He said as he reformed on the roof. “Let’s see. Brakes are out, heroes’ trapped, and everypony’s about to go for a dip in the bay.” He listened as he saw that they were getting close to the docks. “My work’s done.” He said as he transformed back into Jetray again and took off.

Helen looked out in front as her eyes widen. “Uh, guys! We’re about to crash into the bay!” She exclaimed.

“Put in the breaks!” Manny yelled as Attea looked at the controls.

“There is no breaks!” Attea yelled as the mobile base zoomed next to them.

“Kids, attach the line to the bottom of the mobile base!” Delta called as they looked down and saw the cable line on the bottom. Manny quickly grabbed the cable and leaped over to the base before attaching the hook to the bottom of it.

"While you do that, I'm going to try something I saw in a movie!" Spidermonkey exclaimed before he jumped in front of the cable car and started to shoot multiple web lines onto buildings they were crossing.

“What movie is he talking about?” Attea asked.

“We’ll explain later.” Ocellus said as Spidermonkey shot more webs as the mobile chariot hit the breaks as the wheels screech on the floor while Spidermonkey held onto the webs at the front of the cable cart as he strained a bit before Ocellus flew in front of him. “Let me help!” She called as she then pushed the fornt and used her rockets to pushed back the force.

After a few moments, the cable car stopped just as it dangled over the edge of the docks as they all sighed in relief before the crowd all cheered to the heroes for saving them.





At night, the others regrouped at an alley as they went to the hero team, who were hiding behind a dumpster to avoid anyone seeing them just before the Omnitrix timed out, Ocellus removing her armor, and the rest of them putting on their ID masks. “You guys are getting better at the team thing.” Sandbar commented.

"Hey, that's what us heroes do." Helix commented.

"Freeze!" They heard Lieutenant Iron shout before they saw a bunch of his men surrounding them while pointing their weapons at them. "Make any sudden moves and you'll all be swiss cheese!" He told the group.

"Lieutenant Iron, what is the meaning of this?!" Twilight questioned with a demanding tone.

“The jig is up, you’re highness.” Iron said as he walked up to them. “You all have two choices, tell me what you all have to do with these aliens or get measured for your prison uniforms.” He advised as he then grabbed Helix’s hooves that holds the Omnitrix. “It has something to do with this watch, doesn’t it?” He questioned. “Is it some kind of singal to call the aliens?” He demanded before Delta then grabbed Iron’s shoulder and tossed him back, much to everyone’s shock.

“Back off, Iron!” Delta said firmly. “My son has nothing to do with this.”

"And you're the one who needs to stand down!” Twilight added with a look. "You know it's treason to threaten a princess and wrong to make false accusations!"

"I had my men keep an eye on you all and they reported seeing three of the same aliens that were at the mint, including a blue monkey with four arms exiting your chariot." Iron told them. "For all we know you could be harboring these aliens. Princess or not, you're in big trouble along with the rest of them."

"Sir, we're getting reports of a crystal alien rampaging on the city bridge, taking down the supports." One of his men informed him. “If we don’t stop him, he’ll bring down the whole bridge.” He said as Iron stood silent for a moment before taking out a walkie-talkie.

“Falcon one, pick up at my 20.” Iron said as he then turned to the group with a firm look. “We’re not done.”

“Oh, yes we are, Iron.” Delta said firmly. “And you know that even though we share our disagreements, you are still my old leutanent. So you either stop trying to spy on others and focus on the real threat while also paying attention to details. Because if not, you might just end up getting the wrong guy." Iron didn't reply as a hook line came down and he hooked himself up to some pegasi flying in the air.

And then he took off as the others looked in shock at what they just heard. “Wait, dad, You were Leutanent Iron’s boss?!” Helix asked in shock.

"A long time ago before I joined the plumbers, but that doesn't matter right now." Delta said firmly. "We all know he doesn't stand a chance against Powers if he can change into one of your aliens."

"All but two new ones I got after he absorbed the power from the watch." Helix pointed out. "I have to stop him. It's between me and him from the start." The group soon got into the mobile base before it drove off towards the same direction.





Meanwhile, Powers was on top of one of the archways on the fridge as Diamondhead while he was firing diamond shards at the support beams that held it up. Powers grinned as he continued to shoot diamonds, not just at the supports, but at some of the creatures on the bridge as well.

The pegasi flew up as Iron jumped down as the pegasi tried to keep steady, but they were losing balance. "Oh, yeah!” Powers cheere as Iron cut the rope and he fell onto the bridge in front of Powers. “Lieutenant Iron, so nice to see you again.” Powers said tauntly as Iron charged at him.

On the ground, the mobile base went up as the group got out and saw the chaso. “Ugh. Just one more thing I’m gonna get blamed for.” Helix groaned as he walked up to the battle.

“Wait, Helix, it’s too dangerous.” Silverstream said in concern.

“Powers is more dangerous then this.” Helix said with a serious look. “He took my powers and framed me across Equestria! And we’re gonna settle alien to alien!” He called as he continued on and started climbing to the top of the bridge.

At the top, Iron was tossed to the wall as his face is all bruised up and have a blackeye as he struggled to stand up. And then Powers made a blade as he picked up Iron and was about to slice him with a glare.

“Let him go, Powers.” Gax’s voice spoke up as Powers turned and saw Gax across the bridge in battle ready. “This is between you and me.”

“Sounds good to me.” Powers said as he tossed Iron away, who managed to hold onto the railing as he laid there. “Still trying to be a good hero, Helix? Let me guess, you just wanna help me.” He said with chuckles. "By the way, that's a nice new alien you got. Have you been holding it out on me?"

“You had plenty of chances to get help, but you always messed it up.” Gax said seriously. “This time, you're getting what you deserve, Powers.”

“Aw. Does this mean that we’re not best buddies anymore?” Powers mocked as he then fired shards at Gax, but he blocked them with his arms before he jumped down and grabbed Powers and punched him back.

“You risked all those innocent lives just to get even with me?” Gax questioned. "And what about Manny and Helen? They were just trying to help you not go down a bad path!"

"They're the ones who ditched me and no creature is innocent!” Powers exclaimed as he stood up. “They just didn't have the chance to make fun of me yet! But I'll make sure they never do!" He soon charged at Gax before Gax unraveled his arms and wrapped Powers with his tentacles. Meanwhile down below, Iron's men got out the Bazooka and aimed it right towards the two fighting.

“Stop!” Twilight yelled as she got next to them. “You can’t do this! He’s trying to help!” She yelled as she was about to step forward, but the solider aimed their weapons at her before Delta punched the solider away.

“Get that weapon away from them!” Delta yelled as he got in front of the bazooka. “If you even shoot the wrong guy, we all fall!”

Iron thought for a moment as he was thinking about what Delta said before while he was watching the two aliens fight. “Targets are locked on, sir. Permission to fire?" One of his men asked through his walkie-talkie before he took it out and replied.

“Fire on my command only. Repeat, on my command only and nothing else.” Iron told his men.

“We got to blow those alien freaks back into outer space.” One of the stallions said.

“You really want to disobey a direct order from Iron?” The second stallion questioned.

“Trust me when I say, when Iron get a disobey order, his punishment will be harsh.” Delta said with a smirk, which frighten the two stallions.

Meanwhile, Gax has gotten the upper hand as he continued to punch Powers multiple times before using his laser eyes to blast him back. Powers got his bearings just as Gax approached him before he quickly changed from Diamondhead to Overflow as he sprayed Gax in the face with water to push him back. Gax was soaked as Overflow shot more water, which he blocked as he ran to the side and slammed his fist down, which sends Overflow flying before he transformed into Jetray as he started flying around and tackled him and zapped him with laser eyes.

Jetray flew around for another attack, but suddenly, Powers just transformed back to his normal self without warning as he screamed before Gax slammed his chest on him that knocked Helix to the ground. He raised a brow at Powers before approaching him while Iron watched closely. Powers groaned before he saw Gax towering above him as he looked like he was about to finish this. Soon he trusted his fist forward, only to hit the ground next to Powers before turning and walking away from him. "G-Get back here and fight me, Helix!" Powers demanded as he stood up. "I'm not done with you!"

"But I'm done with you, Powers." Gax replied as he looked over his shoulder towards Powers. “You're not worth it, never were from the start." Powers then got really angry as Helix won't even continue fighting him before he felt an unbelievable surge of power coursing through him. Soon his hooves started mutating as he started to grow in size and grunted in pain.

Powers then grew buffier as hooves then formed into Heatblast arm on his left while Diamondhead's formed on his right. Two of Spidermonkey's arms formed below them as Jetray's wings formed under his upper arms. His chest started to form like Goop while Overflow's water tubes formed and connected around his body and up his neck. His back then had Upgrade’s highlights and XLR8's tail as his head then turned red with Overflow’s water tubs on his neck before he gave a roar, which got everyone’s attention.

Powers groaned as he stood up and Gax saw that he was in a form with a mixture of his aliens while his face have fangs, his left eye has two from Fourarms, and his right eye has Greymatter’s while he had Jetray's horns on his head before he looked at himself. Powers then focused as he tried to undo his form, but couldn't as he strained.

“Ah, I-I can’t change back.” Power said in a disoriented voice. “My powers combine your alien forms into one! I’m stuck like this! Look at what you’ve done to me!” He yelled as he charged at Gax.

"Great, is there anything I'm not going to get blamed for today?" Gax asked before Powers delivered a powerful punch that sent him flying back a bit. “Ah!” He cried as he was hit to the wall as Powers then tried to punch him and grab the two, but then Spidermonkey’s arms on Powers’ lower half punched him as he was punched many times before being tossed to the otherside of the bridge before holding onto the ledge.

“Helix!” Both Attea and Helen cried out in concern as Powers walked up to Gax and stepped on his hand.

"You never could have beaten me even if you tried." He told Gax. "You know why? It's because you're one of the good guys, and good guys never have the guts to finish off guys like me."

“But I do.” Iron said as he spoke through his walkie-talkie. “Fire!” He called out, which his two men then fired their bazooka at Powers, who got hit as he was sent over the edge in smoke as he fell into the ocean.

Gax then grabbed the railing as he got up before he saw Iron slipping before he jumped towards him and grabbed him and lifted him back up as the two stared at each other. “Are you still looking for me and the other aliens?” Gax questioned with a straight look.

"Second target is locked, permission to fire?" One of his men asked through the talkie as Iron picked it up.

“We got our alien. Stand down.” Iron said as Gax nodded and jumped away over the bridge before Iron took out his talkie again. “Well, what are you waiting for, a pretty please? Get me down off of here!” He ordered loudly.





On the ground, the others are all in the mobile base disguised as the chariot as they drove down the bridge. “You think Powers is…” Pinkie asked slowly.

“Not even Powers could’ve survived that blast and fall, right?” Spike asked.

"You're asking the wrong group here." Manny replied. “We thought he was gone for good the last time."

"Makes all the more reason to keep our guard up, just in case." Delta mentioned before they stopped when Lieutenant Iron and his men stood in the way. Iron walked up to them as Delta lowered the window. “What is it, Iron?” He questioned.

“Just wanted to know why you all are always around when aliens show up?” Iron questioned as Helix covers the Omnitrix while Manny, Helen, and Attea kept their ID masks in place so they don’t fall.

"Is that a fact?" Rarity questioned as they all acted innocent. “Come to think of it, we haven't really noticed at all. It sort of feels like trouble just follows us around without us even knowing."

"Knowing you six and your past adventures, I say so as well." Iron agreed. “Maybe we’ll cross paths again someday.” He said as he stepped away. “Drive carefully. Lots of weird stuff in Equestria out there.”

“Yeah, you’re telling us.” Helix said in agreement.

“And Delta…” Iron said as Delta turned to him. “Make sure you take care of your family and try to watch out for anything dangerous.” He said with a small smile.

"I always do." Delta responded before the two of them saluted each other before driving off as Iron watched them go. At the bottom of the ocean under the bridge, bubbles were bubbling from in the water. Which is a sign that Powers will return and get payback.
> Chapter 16: Twilight 22 part 1
> --------------------------------------------------------------------------

It seemed like a bright sunny day before a couple of familiar blurs were seen running through the forest at top speed. Helen and XLR8 were racing each other while Rainbow and Twilight were flying overhead and holding a couple of stopwatches. Both of them seemed to be neck and neck as they continued to run through the forest.

“Wow, Helen and Helix are really pushing through speed.” Twilight said in amazement. “They are almost evenly matched that I can barely keep up!” She exclaimed.

“Heh, they’re fast, but not as fast as me.” Rainbow said with a shrug. “But still, not bad for rookies.”

"Well, get ready to hit the stop on the stopwatch because they're about to cross the finish line." Twilight informed her as they could see a finish line tape Pinkie Pie had set up between two trees. As soon as they saw them both break the tape, Twilight, and Rainbow quickly stopped both their stopwatches and checked the time on both of them.

Helen and XLR8 rushed to them as the Omnitrix timed out as Helix transformed back. “So, what’s our record?!” Helix asked excitedly.

“Who’s the fastest one there is?!” Helen asked in the same tone while jumping up and down.

“Well, you two were both incredibly fast, but from our stopwatch and my calculations, I say you both were…” Twilight started while looking at her watch. "Helix, your time is 4.3 seconds."

"Awesome!" Helix shouted.

"But Helen's time is 3.2 seconds." Twilight quickly added.

"Sweet!" Helen cheered before looking over at Helix. “Guess we all know who’s the fastest one on the team.” She said with a smirk.

“Aw, man!” Helix groaned in disappointment. “I could’ve sworn XLR8 was the fastest.” He said.

"Guess it goes to show you that females can be better than males." Smolder bragged as they looked over and saw the others having a picnic while Manny was doing lifts with a large boulder and Attea working on her aim with some targets.

“Yo, just because Helen’s the fastest doesn’t mean that all guys are bad.” Manny said as he ate a sandwich.

“Yeah, even us guys can be surprising.” Gallus added in agreement.

"You know I heard the females of the Tetramand race are traditionally stronger than the males." Attea mentioned after taking out a few targets. "So yeah, a female can be better than male."

“Okay, you guys are really starting to bring us down.” Helix said with a brow as he and the others walked up to them.

“Sorry, son. But sometimes there are things where you can’t always win.” Dust said with giggles.

“Trust me, I’ve dealt with this from your mother and Attea for years.” Delta whispered to Helix before his wife hit him on the shoulder as gave a smirk. “See what I mean?”

“Ah, it feels good to finally rest up for once.” Fluttershy said with a relaxing smile.

“I’ll say.” Applejack said in agreement. “Fighting bad guys, an alien warlord from outer space, and Powers’ crime rampage and him mutating? I say we found a perfect time to relax.”

“We have been fighting more evil than before.” Ocellus said with a thoughtful look. “And for some reason, we’re always at the crossfire of one.”

“I think we’re just that good.” Helix said with a smile. “Besides, if you think about, it’s kinda fun.”

"Well, can you grab some items in the convenience store in town?" Dust asked her son. "I want to make a very special dish for our picnic today and I'm low on items."

"Sure thing." Helix replied before both Helen and Attea quickly stood by his side.

"I'll come with and help out!" They both shouted before they glared at each other while Helix had a confused look on his face.

"I think me and Flash will come too." Twilight spoke up before she leaned over to Flash. "Just so those two don't hurt him." She whispered as he nodded in agreement.

“True.” Both girls said as Flash chuckled.

“Okay, let’s head to the store. We’ll be back before supper.” Flash said as the five walked off while the others watched.

“You think Helen or Attea will ever convince their feelings for Helix?” Pinkie asked in wonder.

"If they do, my son is going to have to make a tough decision." Delta mentioned.





The group soon arrived in town as Twilight was looking at the list Dust gave her with a confused look. "You think spending so much time with aliens gave both Delta and Dust weird food cravings?" She asked Flash with concern.

“Actually, I can hardly know since they always have weird taste.” Flash said with a shrug. “When I was little and Helix was busy, they always made some weird food. And from what we’ve learned, they must’ve learned those from their Plumbers days. Don’t know where they required some, but whoever got these kinds of recipes might be an alien in disguise we know nothing about.”

"So, what's next?" Helen asked as they walked by a few stores.

"Uh, I think I should stand with the list and not tell what's on it." Twilight said with a smile before she pointed to one of the stores. "Let's go in here and see if we can find anything."

"Okay, let's go!" Helix exclaimed as he ran up to the store, but only smack face first into a wall when it suddenly vanished. “What the what?! You all saw that too right?!"

“Did that building just disappear?” Helix asked as Flash and Twilight touched the wall.

“How did that happened?” Flash questioned.

“Clearly this is no ordinary convenience store.” Attea said before the store appeared again, which caused Twilight and Flash to trip inside as the three entered it as well before it vanished again.





Inside the conicent store, the five were looking around as a rainbow swirl is on the door and windows as coming out from the cashier was two small beavers. “Eh, come on!" The brown beaver shouted. "How come this convenience store isn't so convenient with their customers?!

“Daggett, you said it. Let’s get out of here." The yellow beaver said as they walked up to the door, but as they opened it, a portal opened up and they were sucked inside with a yell, which shocked the group.

“What was that?!” Helix asked in shock.

“That was a crossdimensional sunburst aurora!” Attea said in shock.

"I have no idea, but that sort of looked more like a pinwheel aurora." Twilight mentioned before she looked around the store. "What kind of convenience store is this?"

“And more importantly, who were they?” Flash asked while gesturing to the door the beavers were dragged into. “I’ve never seen beavers who could talk before!”

Then coming out from the back was an explosion, which caught their attention as they heard grunting sounds as they looked through the storage room. Not only that, but they also heard a couple of familiar voices coming from the storage room. As soon entered it and found both Flim and Flam with some sort of alien device before Flam hit the device with a wrench.

“Oh, Flim, can’t you get this thing working?!” Flam questioned.

“You don’t think I’m trying, Flam!” Flim yelled as he tossed the wrench on a machine. “I don’t know why we agreed to do this. We can’t even get this thing to work properly during business hours!”

“Fim and Flam!?” Twilight’s voice called as the Flam Brothers turned and saw Twilight, Flash, Helen, Attea, and Helix at the door.

"Oh hello there, didn't know we had customers already." Flim said as the two of them quickly stood in front of the device to try and hide it. "What can we do for you?"

"How about telling us what's going on.” Flash told the brothers with a brow. "Like is that an alien device behind you both?"

“What device?” Flam questioned as his brother facehooved himself.

“You know we can clearly see it, right?” Helen questioned as the brothers sighed in defeat.

“You two cons opened a store that moves from place to place?” Helix asked in surprise.

“Well, not exactly.” Flim said before gesturing to the room around them. “We have created a store that exists in every dimension at once!” He announced.

“Just as soon as we get this warp field genre-whats-it working that is.” Flam said while banging on the machine.

“So it’s a store that moves from place to place.” Helix said with a brow.

"Not exactly, it sounds like we're still in one place while we're moving between dimensions. We’re in a dimension-skipping connivent store!” Twilight theorized. “That is both genius yet very idiotic at the same time. What if this thing blows up and you both end up stranded in who knows where?!"

"Oh please, we have everything under control." Flim assured before sparks flew out of the machine while the whole place started rumbling.

"Under control, huh?" Flash questioned the brothers with a brow before the machine blew a fuse and the lights went out. Before it did however, the bodies of the ponies sort of glowed a little before it died down.

“Well, that’s it for the dimension jump.” Helen commented.

“Well, how about we go check and see which dimension we are stranded in, and hopefully, we have the only convenient stand here.” Flam suggested with a smile while the others looked at him and his brother dully.

“Next time, we’re buying fast food.” Attea muttered.

"Yeah, but does anyone else feel a bit different?” Helix questioned before Twilight used her magic and they all saw they were standing on their back hooves while their front ones had become arms and had hands at the end. Not only that but they were wearing clothing as well as Helix was wearing a green shirt with a black stripe down the middle and green pants as well. "What the?!"

“I don’t know?!” Flash exclaimed while looking at himself as he was wearing a black jacket, blue shirt with his Cutie Mark, and black pants. “Why are we like this?”

“And where did these clothes come from?!” Twilight asked while looking at her clothing that is similar to when she was in CHS. “These look like the clothing I wore when I went to CHS!”

"Well didn't see this coming." Flam mentioned while he and his brother were wearing white pants with blue and white striped shirts.

"Yes, but why aren't those two like us?" Flim questioned as he pointed towards Helen and Attea, who still look like normal ponies, because of their ID masks. “Shouldn’t they change like us?”

Helen and Attea looked at each other nervously as they gave sheepish chuckles. “Uh, I guess the only reason we didn’t change is because… we’re already different?” Helen suggested nervously.

"Look, let's just see where we ended up!" Twilight quickly interjected as she pushed the two brothers out of the storage room while gesturing to both Helen and Attea to adjust their masks.





Once they were outside, they looked around and saw that they were still at the same place they were before. “Well, looks like Equestria.” Flim said with a shrug.

“Uh, this may look like the same Equestria, except for one thing. Look at all the ponies.” Flash said while gesturing to the ponies around them as they too were wearing clothes and walking on two legs. "This is definitely an alternate universe."

"Which we don't belong in." Twilight spoke up with a firm tone. "We need to fix that device and get back home."

"And pass off the chance to check this place out?" Helix asked sarcastically. “No way, you got to admit this is a once-in-a-lifetime opportunity." Twilight was about to set an argument before they all heard an explosion coming from down the street. They then saw two figures flying in before landing in front of the convenience store and Helix immediately recognized the two figures. "Tetrax and Eighteight?!" He was right, except both of their armors were in a different shade of purple.

That’s when Helen and Attea peeked out through the door. “Wait, you mean those alien bounty hunters that you became friends with exists here as well?” Helen asked in surprise.

“Yeah, but, their colors are purple, and not to mention, they’re attacking the city!” Twilight exclaimed.

“But at least in this world, they teamed up like in ours.” Flash said in worry.

“Um, what are you ponies talking about?” Flim asked as he and his brother were confused.

"Well why are they here, I'm gonna find out." Helix said with confidence as he walked out of the store. Tetrax stood tall as his helmet retracted and showed off his diamond skin was also in a shade of purple.

"Twilight 22, come out and face us!" He called out, which really surprised and confused Twilight.

"We know you're around here, so come out!" Eighteight spoke next.

"Hey Tetrax and Eighteight, what gives?!" Helix exclaimed to get their attention as he stood in front of the two. "I thought we were cool before and now you decided to go on a rampage? And why are you after Twilight?"

"What the, who are you?" Tetrax questioned Helix with confusion.

"And how do you know our names?" Eighteight asked next before she noticed the Omnitrix on his wrist. "And is that--"

"Get out of here colt, this isn't playtime!" Twilight's voice called out, but sounded a bit different, a bit more commanding.

"Oh come, I can handle them." Helix mentioned before he was about to activate his Omnitrix. But then he was suddenly engulfed in a magical aura as he was lifted up and onto the roof. “Hey! What gives, Twilight?!” He called before he noticed something different about Twilight.

“Listen, while I appreciate you talking to the aliens, young colt, it’s way too dangerous!” Twilight said as Helix noticed that Twilight’s mane was all spiked and punk up while she was wearing different clothing like a purple leather jacket with a cutie mark on the back and black jeans. “So you alien off-worlders are done trashing the city!” She yelled while glaring down at Tetrax and Eighteight.

"Is…Is that me?" Twilight asked when she saw another version of herself.

"That must be this Twilight 22 they were calling out." Attea theorized before she had a confused look on her face. "But what's with the number?"

"I warned you before what would happen if you came back!" The other Twilight told the two aliens on the ground. "And now you both will face the consequences!" She pulled back on the sleeve of her left arm to reveal a watch that has a similar symbol on it, but it was like a wristwatch with two buttons on the side while the color was purple, which got Helix and his friends' attention when they saw it.

“Another Omnitrix!?” They exclaimed before he saw her activate her Omnitrix as a holographic projection of an alien appeared when the core popped up. She quickly slammed it down as she was engulfed in a purple light.

After the light vanished, Helix saw that Twilight 22 transformed into an alien as she now had mint green skin, with two tentacles on her head and one on her lower back. She has four long fingers, and ankles that bend inward. Her feet have three claw-like toes, two pointing forwards and one pointing backward while the Omnitrix symbol is on her chest.

“It’s time to give you a reminder of why I'm the sole protector of Equestria!” Twilight 22 yelled as she lifted her arms and her eyes glowed in a shade of purple. Just then, some of the chariots and objects around the streets started lifted up in the same aurora. “Last time, I took your hoverboard and armor cube. This time, I’ll…”

Tetrax then started firing shards at Twilight 22, who then flipped back and dodged the blast. Eighteight then flew up and started firing at her before she used the items she lifted up in the air to block the blast. Helix then saw something that really surprised him when she hit the Omnitrix symbol on her chest and transformed into a purple version of Goop with a more female figure. "What the…did you just alien jump?! How did you alien jump?!" He questioned in shock before Twilight 22 quickly wrapped around him and got him off of the building and placed him in front of the store.

“No time to chat, kid. I’ll give you my autograph later. Find your parents and get to safety.” Twilight 22 said as she then charged at Eighteight and Tetrax as they started fighting. Twilight 22 avoided the attacks while the ponies were running off while Helix stood next to the store with the others.

“Are you guys seeing this?! This Twilight has an Omnitrix and she can switch aliens even when already transformed!” Helix said in shock.

"I see it, but I'm having a hard time believing it.” Twilight said as she was completely shocked to see another version of her with an Omnitrix. They then saw the other Twilight flying up before she suddenly transformed into a female Fourarms and punched Eighteight down to the ground.

“And apparently, she’s good.” Flash commented as Twilight 22 than jumped over the building as Tetrax tried to follow, but then she transformed into XLR8 female version and tackled Tetrax off the building as he fell down next Eighteight before she transformed back into the alien she first transformed and placed the water tower on them as she transformed back to normal and stood tall.

"Really good." Helen added before a bunch of ponies gathered around and cheered for her. They then saw a bunch of tanks moving in before a bunch of soldiers that looked like Royal Guards coming out of said tanks. Flash then saw that one of them looked exactly like him as he approached Twilight 22.

"Your highness, apologies for being late." The other Flash said with a bow to Twilight 22.

"It's fine Corporal Sentry, everything has been dealt with." Twilight 22 told the other Flash. "I want these two alien invaders dug up and sent to Tartarus immediately."

“At once, your majesty.” Flash said with a salute as the others looked on in surprise.

“Okay, other world or not, Tetrax and Eighteight don’t deserve this.” Helix said with a firm look.

"Let me see if I talk to her, after all, no pony knows me better than me." Twilight spoke up before she pulled both Helen and Attea in close. "You both keep those ID masks on. I have a feeling they're not too kind to aliens around here." She whispered to them.

“Don’t worry. Though, we need to change the settings first. Because we already stand out to them as it is.” Attea said while gesturing to the ponies out in the crowd.

“Good call. Here.” Flash said as he then pressed the buttons on Helen and Attea’s ID masks, which made them into ponies similar to how the others are while their natural clothing appeared around them while they were wearing clothes as well..“There. Now you both will fit in nicely.”

“Okay, while you're all doing that, we’ll try and fix our machine.” Flim said to them. “Because this is not a world we would be staying in if there's an attack.”

“If you two even bother catching up with the times, you be surprised at how our home is somewhat similar.” Helix said as he and the others walked out of the store and walked up to where Twilight 22 is at.

“This is the fifth attack this week with two of the same aliens.” Twilight 22 said to the other Flash as Helix and his friends watched from behind the crowd. “If we don’t find out who their boss is soon, we will never stop this.”

"You'll stop them, you always do." The other Flash reminded her before the water tower suddenly burst and both Tetrax and Eighteight stood up. Helix's hero instincts kicked in as he activated his own Omnitrix and transformed into XLR8.

“I got em!” XLR8 called as he charged at them, but then Tetrax and Eighteight disappeared in a flash of light as he was surprised. “Dang.”

“Hold it right there, alien!" Twilight 22 called out as she looked like she was preparing to transform again. "Did the Electuari send you as well?"

"Wait, he's with us!" Twilight called out, which really shocked the crowd as Twilight 22 did a double take at her.

"Changelings?! I thought I told you to stay out of Equestria!" Twilight 22 shouted.

"No, I'm not a changeling, I'm you from another dimension." Twilight explained to her doppelganger, which peak Twilight 22's interest.

"Okay, say I did believe you, then was the name of the stuffed toy we had since we were a filly?" Twilight 22 questioned her doppelganger.

“Simple, it’s Smarty Pants." Twilight said with a smirk, which shocked Twilight 22.

“Who was our favorite foalsitter?!” Twilight 22 asked.

“Princess Cadance. The foalsitter in the history of foalsitters.” Twilight added.

“What’s our worst fear?” Twilight 22 asked again.

“It’s…” Twilight started before she turned to the others with a nervous look before she sighed. “It’s ladybugs.”

"Okay, so you are me." Twilight 22 said before pointing at XLR8. “Why are you defending this alien invader?"

"Maybe because you and him have something in common." Flash spoke up with surprise his doppelganger as he pointed towards the Omnitrix symbol on XLR8's chest.

“Yeah.” XLR8 said as the Omnitrix timed out and he showed it to Twilight 22. “I think you and I have the same watch design.” Helix said with a smirk.

“Wait, you’re that kid I saved earlier.” Twilight 22 said in shock.

"Hey wait, that's my cousin, Helix Watch." The other Flash spoke up in shock.

“Yeah, that’s what I’ve been telling you that I could handle myself.” Helix said with a smile.

Twilight 22 and the other Flash looked at Helix then at their doublegangers with Attea and Helen as they were completely stunt like the rest of the crowd. “Okay, am I missing something?” The other Flash asked.

"We'll explain everything…" Twilight assured before her stomach started growling. "Although, we might need a nice meal before we do. We kind of skipped lunch." Twilight 22 looked at them for a moment before she started walking away.

"Come along, I'll take you all to Canterlot and give you something to eat." She told them. "After that, I want to know everything."

"Same with you and your world." Attea mentioned as they followed Twilight 22.





In a warehouse, there’s a high-tech armored-up creature monitoring the computers while Tetrax and Eighteigh appear behind it and bow to it. “Electuari, there’s a second Omnitrix on a pony youngling.” Eighteight informed.

“Unexpected but unforeseeable. We will take care of them both.” Electuari said in a deep robotic voice. "For now, rest up." It then started typing something on the monitor before a shadowy image of a familiar dragon appeared on screen. "Is everything prepared?"

"I have everything set up, and you better keep your word.” The shadowy figure said with her or his voice disguised.





The group was soon in an Airship as they were flying high above Equestria and could see how it was different from their own Equestria. They saw tall buildings and a few technological advancements as well. "Wow, this Equestria is definitely more awesome than our own!" Helix exclaimed excitedly.

"Something tells me your Equestria isn't as advanced as mine." Twilight 22 mentioned with a brow.

“Well, we don’t have all these new advance tech or buildings.” Twilight said to her counterpart. “It must’ve taken some time to build these.”

“Oh, trust me. They have.” Twilight 22 said as they walked around.

“So, Twilight 22, huh?” Flash asked in wonder. “We heard that’s what everypony is calling you that.”

“Yeah. Eversense I got the watch slapped on, I’ve been protecting Equestria from any threats, on or off world.” Twilight 22 said as they are closing in on Equestria. “I’m Equestria’s Protector.

"I'm sort of like that and Princess of Friendship in my dimension.” Twilight explained.

“Yeah, not the same set up in our dimension.” Attea said in surprise.

"Well, I'm technically the ruler of my Equestria.” Twilight 22 told them. "I'll explain more once we get to my castle."

"Why, did Princess Celestia retire or something?" Helen questioned which only made Twilight 22 look away with a sad look. "What? Was it something I said?"

“No. No. It’s okay.” Twilight 22 said while recomposing herself. “It’s just… I haven’t heard Celestia in many moons.”

“Wait, there’s no Celestia here?” Twilight asked in surprise. “Haven’t you kept in touch with her?”

“If by keep in touch, you mean visiting her staute and memorial? Then yes.” Twilight 22 said, which shocked the group from that.

“C-Celestia is… gone?” Flash asked in shock.

“H-How did that happen?” Helix asked.

“I’m sorry, it's just hard for me to explain.” Twilight 22 replied. “But I guess you deserve to know what happened to my Celestia." The Airship soon landed at the Port of Canterlot as they made their way towards the castle. They soon walked down a hall where they saw stained glass windows depicting what happened in Equestria, only they were different from the ones in their Equestria. For starters, they saw one window that had Princess Celestia fighting what look to be a caribou stag before they noticed a large lightning bolt crashing down on her.

"Is…Is this depicting the day she died?" Twilight asked her doppelganger as Twilight 22 nodded in response.

"I was just a filly when the Caribou invaded." Twilight 22 began to explain. "After my entrance exam to her school, they just suddenly attacked and Celestia did all that she could to fend them off. Then their king got a very sly idea as he aimed his magical hammer at me and Celestia took the hit to save me. She didn't survive and my parents had to take me away from the chaos."

"We're so sorry you had to witness that." Flash said with sincerity before he noticed a few more windows that had the enemies of Equestria. "I'm guessing things only got worse from there?"

"The Caribou believed that the male were the superior race and forbade any female of any age to use any magic or to fly." Twilight 22 told them. "And then after that, a bunch of other villains started to invade Equestria before Nightmare Moon freed herself from her seal. My parents did all that they could to hide me away from all of it before they were betrayed and they had no choice but to teleport me away from Canterlot. I…I never saw them again…"

The five looked at Twilight 22 in sympathy when they heard her backstory. “We’re sorry. It must’ve been tough.” Flash said in sympathy.

“Trust me. It really was.” Twilight 22 said before she recomposed herself. “But, let’s just forget it. Let’s go and get you some food. Then explain to me about your world.”

“Sure. We are super hungry.” Helix said as his stomach growled as they continued on.





A bit later, they were all sitting in a huge dining room as Twilight looked around and saw that only the six of them were there. “Hey, we’re the only ones here?” She asked her counterpart.

“Of course. Why?” Twilight 22 asked in confusion.

“Well, we were wondering if you have any friends to eat beside you?” Flash wondered.

"No, but I do have some family and they should be coming by any second." She answered.

"I am curious as to how this universe version of Shining Armor and--" Twilight was going to say before Twilight 22 slammed her hands on the table.

"Do me a favor and never mention him around me.” She told them with sort of an angry tone. They were going to ask why before the doors to the dining room opened up to reveal this universe version of Applejack, Apple Bloom, Big Mac, Granny Smith, and surprisingly both Bright Mac and Buttercup.

"Howdy, sis!" Applejack called out before she noticed there were two Twilights in the room. "Huh, they weren't kidding when they said there'd be two of you here."

“Applejack, Apple Bloom, Big Mac, and Granny Smith?!” Twilight asked in shock before turning to Bright Mac and Buttercup before her eyes widened. “Wait, I know you two from the photos. You’re Bright Mac and Buttercup! The three Apple Siblings parents!”

“Say wha?” Flash asked in shock. “Aren’t they supposed to be…”

"Supposed to be what?" Twilight 22 asked with a brow. "I take it they're not around in your universe."

"Well, Applejack, her siblings and grandmother are, but not their parents." Twilight mentioned as she rubbed the back of her neck.

"Why what happened to them?" Apple Bloom asked before she looked at Helix and his Omnitrix. "And how did he get a Celestial Watch of Hope?"

"Is that what you call the Omnitrix in this universe?" Helix asked them.

"Well, we suppose you should know how we adopted Twilight into our family." Bright Mac spoke up. "You see, when Applejack was just a little filly, she was upset about all that was happening in Equestria and ran away. We managed to track her down and she was stuck on a rickety bridge that was about to fall. We managed to get her off before me and my wife got stuck on it and we thought we were going to meet our end before Twilight saved us using every strength she had to levitate us to safety."

"After that and she sort of lost consciousness, we took her in and she told us what happened to her folks." Buttercup added. "So we took her in and made her part of the family while also hiding her away from anyone who would try to hurt her."

"Okay, but how did you get an Omnitrix?" Helix questions Twilight 22.

"Celestial Watch of Hope." She corrected before she looked at her watch. "As for how I got it, both me and Applejack were taking a walk in the forest as we are both upset about how Equestria ended up as it is. That's when we saw some sort of shooting star entering the atmosphere and I sort of wished for hope."

"That's when the oddest thing happened, the star just sort of made some sort of turn and headed right for us." Applejack added. "We both managed to run out of the way and saw it wasn't a star at all, but some sort of pod before Twilight fell into the crater and it opened up."

"That's when we saw the Watch of Hope and it chose me when it just jumped onto my wrist." Twilight 22 continued. "Only it looked different than it does now."

"How different?" Flash asked before Twilight 22 used her magic to show a projection of her Omnitrix, only looking a bit different. It looked like a large wristwatch with a wide band, primarily black and gray in color. It had a dark gray faceplate in the middle, like a watch dial, that had a purple hourglass shape on it. The faceplate was part of a cylindrical tower, and the hourglass would invert into a diamond and show the aliens' silhouettes. The band had an activation button on the side facing the user if on their left hand. The ring of the faceplate had four symmetrical lights that would glow with the hourglass symbol. Finally, the band had two rings of white tubing that would glow purple.

“Whoa. That is different.” Helen commented.

"Huh, and let me guess, you tried to get it off but ended up turning into a literal walking torch?" Helix asked her. "Because that's sort of how it went for me, and I accidentally started a forest fire."

"Well not me." Twilight 22 replied with a smile. "I didn't start any fire but I did use my abilities to fight back against some punks who were trying to get extra cash from our farm. After that, we sort of left Ponyville and started a rebellion against evil and to save Equestria. And the reason why they call me Twilight 22 is because I was able to turn into 22 aliens."

“22!?” Helix asked in shock. “I only started out with 10 aliens. Now I got 12, but you got ten more than me?!” He asked in shock.

“Eh, you’ll get there one day. I mean, it used to be 22 aliens, but now I can turn into more than 75.” Twilight 22 assured. “So, I take it I can teach you how to control your watch so you'll be able, as you said, alien jump. As for our resistance, it took us many moons before I was able to turn into one alien that stopped all the evil with just a blink of an eye."

"We can tell y'all that that full body star gal she turned into was very surprising. Granny Smith spoke up. "One moment the no good fellas that ruled over Equestria were there one moment, and then they were gone the next. Well all except for Princess Luna who got free from that whole Nightmare Moon fiasco."

"So, Luna is still around?" Flash asked.

"Yeah, but she stepped down as princess and let me rule over Equestria because she felt guilty about what happened.” Twilight 22 mentioned. "She's probably by the statue of Celestia at this moment."

"Okay, but what about Pinkie Pie, Rainbow Dash, Fluttershy, and Rarity?" Twilight questioned her doppelganger.

“Who?” Twilight 22 asked, which made the five surprises.

“Uh, Pinkie Pie, the Party Pony? Rainbow Dash the fastest pony in Equestria? Fluttershy the caretaker? Rarity the design? Ring a bell?” Helix questioned with a brow. “And bearers of the Element of Harmony like you and Applejack?”

“Never heard of them.” Twilight 22 said as she started eating her plate, while the others were shocked by this.

“Wait, in this world? I’m not friends with them?” Twilight asked in shock. “And I didn’t read about the Elements of Harmony?”

"What are they, some sort of powerful stones?" Applejack questioned before the food arrived, as well as this universe version of Flash Sentry.

"I see your lover has arrived." Buttercup said with a smile as both Twilight 22 and this universe Flash blushed when she said love her.

"Mom, he's only a soldier working for me." Twilight 22 told her. "There's nothing between us."

"Right, uh, nothing between us…" This Universe Flash said as he looked down.

The others were surprised by this as they turned to each other before they decided to stay quiet and enjoy their meal, going to ask Twilight 22 more questions later. “So, you think you can teach me more secrets of the watch?” Helix asked slowly.

“Sure thing. Right after lunch.” Twilight 22 nodded as they all enjoyed lunch while the five were feeling off about this world.





In the convient store, the Flim and Flam are still trying to fix the machine that send them and the others there as they stopped. “That might do it. Stand back, brother.” Flim said as he pressed a button, which caused the machine to turn on but it stopped.

“What’s the machine reading?” Flam asked his brother.

“22.” Flim answered with a brow as he looked at the results. “22’nd dimension. 22 on the machine. Store 22. Twilight 22? Somethings going on here.” He said while scratching his head. “It’s like it’s connected to this dimension somehow.”

“Well, I guess we’re stuck here for a while.” Flam said with a shrug. “Might as well get used to it and maybe Princess Twilight and her friends might help when they get back.”

“Well, what are we supposed to do in the meantime?” Flim asked before they heard as the store’s door open as they looked out the door and saw a mare looking around. “A first costume? Sweet!” He cheered.

“Well, at least we’ll be running a business.” Flam said with the same expression. “Let’s make the most of it!”

“Yes, we shall!” Flim said as the two then started grabbing their uniforms.





A little bit later at the Canterlot Palace’s garden, Helix and his friends are outside with Twilight 22. “Okay, as you know, I can manage to change into aliens at will without transforming back, right?” She started.

“Yeah! You changed into aliens faster than XLR8 could run!” Helix exclaimed. “How did you alien jump? I never got to do that!”

“Well, at first, I couldn’t. But overtime of learning the controls of the Celestial Watch of Hope, I manage to find a combination of switching aliens at will. It’s called the Master Control.” Twilight 22 explained. “With it, I can transform into aliens at anytime, and I don’t have to time out while staying alien longer than I want to.”

“Sweet, think you can give me that!?” Helix asked excitedly. “It would make my hero job more easy!”

Twilight 22 gave a sheepish look. “Um. Sorry, it was a long time ago since I last unlocked the master control that I forgot the combination.” She said, which made Helix groaned in disappointment.

"Okay, but what did you call that lizard alien woman, Telezard or Mindshock?" Helix asked her.

“Wait, you give your alien forms hero names?" Twilight 22 questioned with a brow. "You know they're not pets but basically mirror versions of you."

"Oh come on, naming the aliens is basically part of the fun.” Helix replied with a grin before he noticed this Universe version of Luna sitting on a bench in front of a statue of Princess Celestia. He noticed how gloomy she looked and just stared at the statue. "Whoa, Princess Luna looks so sad here."

"You would too if you lost the only family you had." Helen whispered to him.

“She’s been like this when she first found out her sister sacrifice herself to save Equestria.” Twilight 22 said in sympathy. “I tried my best to cheer her up, but she was alone for 1000 years that she feels out of place. And without her sister, she feels incomplete.”

"Man, must be pretty rough." Attea muttered before a royal guard ran up to Twilight 22.

"Your highness, we caught reports of dragons heading towards Ponyville!” The royal guard informed her. "It looks like they're going to burn everything down with the numbers they have."

"Unbelievable, I stopped their dragon lord and yet they still persevere." Twilight 22 complained before she activated her Omnitrix.

“Wait? Dragons flying towards Ponyville?” Twilight asked her counterpart. “Aren’t they supposed to be…” She was cut off when Twilight 22 transformed into a female version of Jetray as she took off into the sky. “Friends?”

“Okay, this Twilight seems to be rushing into fights.” Attea commented before turning to Helix. “Remind you of anyone?”

“Yeah. But maybe she could use some help.” Helix suggested before he activated his Omnitrix and turned into Jetray himself. “We better go and see what’s up with the dragons. They might be here for a reason.” He soon took off into the air and followed Twilight 22 as Twilight used her magic to teleport herself and the others to Ponyville.





In Ponyville, everypony is running for their lives as the dragons flew over them while some landed on the ground as the hooded shadowy dragon landed in the middle of town as he looked around.

“Ah! The dragons are here!” An Earth Pony stallion yelled. “Run for your lives!” He called as the ponies screamed some more.

“Ugh, we just landed here and they’re already panicking.” One of the dragons complained.

"Remember why we're here!" Another Dragon shouted in a familiar armor to all the others. "We wait until Twilight 22 comes, so no--" she was interrupted by a purple laser as Twilight 22 flew in and quickly switched to a large bunny with a female figure and purple fur when she landed on the ground.

"I warned you dragons before to never set one foot in Equestria!" She shouted as the armored dragon she hit stood back up. “And now you'll face the consequences!"

“Listen. If you could just stop and just…” The armored dragon try to say, but then Twilight transformed into an arctic lizard with cold breath.

“I won’t say it the second time!” Twilight warned as ice breath came out of her mouth.

“So be it.” The armor dragon said with a serious tone. “Dragons, teach her a lesson!” He called as the dragons took the chance and breathed fire at her. However she was shielded by a purple Shield of her doppelganger when she appeared behind Twilight 22 before Jetray flew down and shot lasers from his eyes to take a few dragons down.

"Heh, not so tough!" He bragged before a couple of dragons tackled him from above and pinned him to the ground. Twilight and Flash saw some ponies in danger and went to go help give them to safety before Twilight saw a familiar rainbow mane Pegasus cowering in a corner.

"Rainbow?" She asked which startled this universe version of Rainbow Dash.

"P-Princess Twilight?" Rainbow asked and confusion before looking at Twilight 22 and back at Twilight. "H-How are there two of you?"

"Long story, but right now I need you to fly up and see if you can--"

"Oh no, I don't fly!" Rainbow interrupted and shocked Twilight. "Not anymore!"

“What?!” Flash yelled in disbelief. “But you’re the fastest pony in Equestria! And you’re whole passion is to fly!” He pointed out.

“Not anymore, since there have been more attacks lately, Princess Twilight needed enough space if she needed to fight evil and for ponies to be safe!” Rainbow called in slight fear. “Besides, I ain’t fighting something I can’t fight! Especially what happened to that pegasi that tried to fight back against the invaders!”

This surprised them even more and more since they knew their Rainbow Dash never backed down from a fight before or never stopped flying in her life. “S-So, you’re just gonna sit here like a coward?” Helen asked in shock.

“Better to be alive as a coward than being in that death brawl.” Rainbow said as she hid away.

"But you…Look out!" Twilight called out when she quickly grabbed Rainbow with her magic and pulled her out of the way when Twilight 22 came crashing down. "Where's Fluttershy, Rarity, and Pinkie Pie?" Twilight got her answer for one of them when she heard Fluttershy let out a battle cry and saw her wearing royal guard armor as she was taking on some dragons.

“Wait, is that Fluttershy?” Attea asked in shock.

“And she’s, a royal guard?” Twilight asked in shock. “I never imagined Fluttershy to be a royal guard! She’s just so…”

“Shy?” Helen offered.

“Yeah!” Twilight nodded.

 "S-She been like that ever since we were little." Rainbow told them with a smile before they saw Rarity carrying a few foals to safety.

“Hurry, darlings! This way!” Rarity called as she led the foals to safety while entering into a shelter and didn't mind her hooves getting all dirty.

“Rarity?” Flash asked in surprise. “Huh, never thought she would be in action in this world since she prefers to stay clean.”

“S-She’s one of the bravest ponies to get others to safety, no matter the risk.” Rainbow added.

“Okay, if Fluttershy and Rarity are like that, I’m afraid of what Pinkie Pie is in this world.” Helen said in wonder.

“If there’s one pony who will always be cheerful, it’s Pinkie.” Twilight said, having seen a world where Pinkie Pie is the same as her counterpart.

"You mean the greatest rock wrecker expert in Equestria?” Rainbow asked as a giant boulder was tossed over them as it hit a dragon on the head, causing it to grow dizzy before falling to the ground out cold. “That must be her now.”

"Okay, this is getting ridiculous!" Jetray exclaimed as he tried to get the two dragons off of him. "Hey ,Twilight!"

"Yes?!" Both Twilight's replied.

"The 22 one! I could really use that tip on alien jumping right about now!" Jetray cried out as he dodged some fireblasts.

“I told you I forgotten the combination to give you the Master Control!” Twilight 22 yelled before she gave a thoughtful look. “But I know an alternative, just turn the dial of your watch on your chest and slam it down!”

“But won’t that transform me back to normal?!” Jetray called as the dragons were getting closer to him.

“Just do it!” Twilight 22 yelled as Jetray groaned as he then turned his Omnitrix symbol on his chest, which acted like how his watch operates as he was surprised when he saw an alien on his icon before he slammed it down, engulfing himself in a green flash.

Once the flash died out, Jetray was now transformed into Heatblast, which shocked him. “Heatblast?! I went from Jetray to Heatblast?!” Heatblast asked in amazement. “Sweet!” He called as he then turned to the two dragons chasing him. “Let’s see if you two like the taste of your own medicine!” He yelled as he then shot a fire beam at the two and knocked them back and knocked off their helmets as well. Heatblast toward the two before he gasped when he recognized the two dragons. "Spike? Smolder?!"

The two dragons looked up and glared at him. “So, you know our names, so what?!” Smolder yelled with a look. "At least we're going to take back what your princess stole from us!"

"Say what?" Heatblast asked in confusion before he saw Twilight 22 as a different alien, one that is black with a purple stripe down its body and tendrils with plugs at the end of them. The end of her fingers also had plugs while having just one eye.

“You two are in for a shock treatment.” Twilight 22 said as she then went up to a nearby lampost and plugged her ears in as she absorb some electricity and then she shot it out through her finger tips, which hit Spike and Smolder as they yelled in pain as she kept pouring on the pressure.

Heatblast saw this as his eyes widen before he grabbed Twilight 22’s arms. “Twilight, stop!” He yelled as he moved her arms away to redirect the lightning, which caused her to get her ears unplugged and Spike and Smolder to breath in relief as the pain stop. 

“What are you doing?!” Twilight 22 questioned in rage.

“What am I doing?! What are you doing?!” Heatbleast questioned. “You’re attacking two of your dragon friends!”

“Friends?! These dragons aren’t friends!” Twilight 22 yelled firmly.

"Why would ponies and dragons be friends, especially what she did to my father!" The cloaked Dragon shouted before she removed her hood to reveal herself to be Ember.

"Ember?!" Twilight exclaimed in shock. "What did this universe version of me do to you?"

“What else?! You kicked us out of our homes and forced us to stay away from Equestrian borders after she severely injured my father and stole the dragon lord Bloodstone scepter!" Ember shouted with rage as the others looked at Twilight 22 in shock. "And I'm here to get it back, along with our home!"

"I only did that because you dragons were doing just as much damage to our home Equestria!" Twilight 22 argued. "Now I'm giving you one last chance to leave now or else!"

"Actually, you're the one who needs to surrender since our diversion worked like a charm." Ember told her with a smirk. "You see, while we were keeping you busy and away from Canterlot, some of the Dragons went to get back the Bloodstone scepter.”

Twilight 22 eyes widen in realization. “You freaks drove me away here, as a distraction to get your scepter!” She exclaimed.

“Why would you even kept there scepter?!” Flash questioned Twilight 22. “It was their traditional method to crown the new Dragon Lord!”

"I did it to protect Equestria!” She replied before she saw a couple of dragons with the Bloodstone scepter coming their way. She wasn't going to let them have it again as she charged forward and used electricity to boost her up and knocked the scepter out of their grasp. She quickly grabbed it before landing on the ground as she was certainly surrounded by multiple dragons.

"Give it back, or else!" Ember demanded. "Not even your faster to change forms when all of us breathe fire on you!"

“Maybe not one, but let's see who flinches first." Twilight 22 growled as each dragon looked prepared to unleash a stream of flames right at her. Just before anything could happen, a pink Shield bubble suddenly appeared around Twilight 22 as both her and Twilight recognized The Shield spell. They all looked and saw this universe version of Shining Armor, only he had a beard on his face while he looked concerned and his clothes looked a little raggy.

"Shining?" Twilight asked in surprise.

"Armor." Twilight 22 growled at him. "What is the meaning of this?! Is this another backstabbing?!"

"No, Twilight I'm trying to protect you." Shining responded. "J-Just give them what they want and they'll leave us alone."

“You think I do that!? If I do, all of Equestria will fall!” Twilight 22 yelled in rage.

“Twily, please.” Shining pleaded.

“Don’t call me that! You know I hate that!” Twilight 22 yelled as she then transformed into a female version of Diamondhead and started firing shards at him, which Shining quickly blocked with his shield.

“Twily, please! Listen to reason! What you’re doing is wrong!” Shining called before Twilight 22 slammed her hands down as crystal shards popped from the ground, which sends Shining flying.

Heatblast, Helen, Attea, Flash, and Twilight watched in shock. “Twilight, is your counterpart fighting your older brother?” Heatblast asked nervously.

lute shock."I don't know why…" Twilight said with confusion before Heatblast hit the Omnitrix on his chest and switched to Gax. He then used his tentacles to grab the Bloodstone scepter from Twilight 22.

“Helix?! What are you doing?!” Twilight 22 questioned as he walked up to Ember.

"Here, you can have this back as long as you promise to never harm any Pony here in Equestria." He told her as she looked at him with a brow.

“You really mean it?" Ember questioned with a brow.

“Yeah. Because no one should have their tradition and sacred treasure taken from them.” Gax said with a smile as Ember slowly took her scepter back and looked at it longingly before turning to Gax.

“Uh, thanks, man.” Ember said slowly. “You’re better than that princess over there.” She said while gesturing to Twilight 22, who growled as Ember then turned to the other dragons. “Dragons! Retreat! We got what we came for! Go!” She called out as she took to the air while Smolder, Spike, and the other dragons followed as they took off into the horizon.

As soon as the dragons were gone, Shining dropped the shield around Twilight 22 before she glared at him. She then switched to another alien as she now looks like a white tiger with three fingers and sharp claws on the back of her hands with the Omnitrix symbol on her stomach. "Let me tell you something Shining Armor, the one who sold out our parents and got them killed, I told you before that if I ever see you again, I'm gonna--" she shouted with rage as she approached him but was blocked by both Twilight and Gax. "Move out of the way!"

“No way, Twilight! Cool your jets! The dragons have left, the fight is down, but now you’re trying to attack your own brother?!” Gax questioned with a look. “What is wrong with you?! Shining’s your family! And Spike was practically your dragon the day you hatched him in that entrance exam to Celestia’s school!”

“Really?! Let me tell you something, Helix Watch, cousin of Flash Sentry from an alternate universe! Shinings’ not my brother! And I don’t have a dragon by the name Spike!” Twilight 22 yelled while pointing at Gax.

"But in my universe, I hatched Spike from an egg during my entrance exam to Celestia's School." Twilight told her doppelganger. "And since then, I treated him like a brother and like my own son. You can't tell me you lost Spike when it happened. The day you lost Celestia.” That only made Twilight 22 growled as Twilight stood her ground before Gax timed out and transformed back into Helix. "Now you back off right now." Twilight 22 glared at them before she saw this universe version of Cadance, holding her baby girl Flurry Heart as she looked at Twilight 22 with pleading eyes.

She then transformed back as she glared at Helix. "You need to get your priorities straight, kid, or those you care about will end up being gone before you know it because of your compassion." She told him before walking away.

The others watched her go with glares as Helen spoke up. “This world is not my favorite anymore.”

“You said it, sister.” Attea said in agreement.

“This Twilight is so stern and serious.” Flash muttered in disbelief. “It’s like, who you were supposed to be if you haven’t met Celestia.” Twilight then turned to the alternate version of her brother as she walked up to him with a curious look.

"Shining, I think you have some explaining to do." She told him with a sincere look.





In an unknown location, Ember entered a laboratory where the Electuari stood in front of multiple monitors. "I see you managed to recover your scepter." The Electuari mentioned without even looking at her. "Yet there is something that is bothering you."

“It’s this other Omnitrix user, Electuari. His name is Helix Watch.” Ember said in thought. “I mean, he was fighting us alongside Princess Twilight, but for some reason, he’s not like her. He showed compassion, honor, and reasonable.” She said while looking at the Bloodstone scepter. “He was willing to give us a chance once we had the scepter and stopped Twilight from trying to destroy us. It’s like he’s… he’s the opposite of Twilight. Like a true honorable protector and hero than she’s doing.”

Electuari stood quiet for a moment, surprised by the sudden information about Helix and his methods as he spoke. “This… could work in our favor. Go get some rest. You’ve earned it after a long day.” He said as Ember smiled as the Electurai stood there while looking at the monitor as he brought up footage of Helix Watch and his friends during Ember’s attack as he looked at him and his Omnitrix. “You could finally help make things right again. Mmm…” He hummed, having a feeling that there was more to Helix than he knew about as he kept looking at him and his Omnitrix as well as his friends, having a feeling that they might be the key to all this.
> Chapter 17: Twilight 22 part 2
> --------------------------------------------------------------------------

Nighttime falls in Equestria in dimension 22 as the group follows both Shining Armor and Cadance to the Ponyville Library. "Wow, I have to admit that I kind of missed my dimension's Library when it got blown up when I was fighting Tirek." Twilight mentioned after getting a good look around.

"Why did you fight Tirek, the Centaur Sage of the East?" Cadance asked as she was feeding Flurry some milk.

“Well, he was on a rampage stealing all the magic in Equestria, and the princesses feared that he might go after the Alicorn magic, so they, along with you, fused your magic into me to protect it.” Twilight started with a frown. “But, it didn’t last long until he searched for me and we fought. Though it was a tie with how powerful we both are, I didn’t notice that the library was cut in the crossfire. Which exploded by one of Tirek’s blasts.” She said sadly while looking down in shame. “Even when I get a new home, I sure do miss this sometimes.” She said while rubbing the stem walls of the library.

"So, what's a Princess of Love living in a library?" Helix asked with curiosity.

"Oh, I lost that title a long time ago." Cadance told him as her ears dropped back. "And who can blame me for what happened?"

"Yeah, your Twilight said something about Shining being a backstabber or something and said he was the reason why her parents are dead." Flash mentioned before looking over at Shining Armor. "What did you do to make her so mad at you?"

"Well, I was being trained as a royal guard and I still was even with the Caribou rain all those moons ago." Shining started. "Although their king felt like Twilight was going to be a threat because some elder told him a prophecy that a mare with the power of the stars would defeat him and end his rule."

"He must have meant the alien Twilight 22 used to do with it." Helen theorized. "But what does it have to do with you?"

Shining then gave a guilty look. “Well, you see, I kinda… told them where my parents and Twilight were hiding… but only because he threatened to kill Cadance through a slow painful death right in front of me!" He quickly added. "Then after I found out Twilight escaped and my parents suffered the consequences, I felt really guilty about what I did. Then a few moons later when my Twily was leading the resistance and she and I met in the Frozen North, she found out what I did, and well…" He stood up from the chair he was sitting in and took off his shirt to reveal a large burnt marked scar on his back that looked to be spelled out 'traitor'.

"I-I did that to you?" Twilight questioned with shock after seeing the scar.

“Yeah. You were really ticked Twilight. And even though it was an accident, I don’t blame her after what I’ve done.” Shining said as he covered his scar up. “And since then, I was exiled from Equestria while staying hidden from my sister so she doesn’t banish me to the sun.”

"I tried to explain to her why he did it, but she was still angry about it." Cadance added before placing her baby in a cradle. After that, she took away my title as Princess when she became the ruler of Equestria and… I guess you can tell how we're doing by the way Shining looks. But luckily for us, the family that adopted her is kind enough to help provide for us as well."

"Applejack and her family are helping you behind Twilight 22's back?" Attea asked with an impressed tone. "I guess even they think she's going a bit too far."

"It's not that, she's just hurt." Cadance told them. "Just imagine if you were her and you saw the ruler of Equestria who was going to be your mentor die in front of you, and you couldn't do anything about it. How would you feel?"

"I guess, I would try to do my best to help those around me, but I guess those kinds of things can't fill up the void of not being able to help those you care about." Twilight answered.

“But with her just banishing other creatures who are not ponies out of Equestria, that’s not right.” Helen said with a frown. “In our world, they joined in unity and not separated. We’re allies. But the question is, how did she manage to keep them away?”

“You remember the dragon scepter she kept before you returned it to the dragons?” Shining asked before he realized what she just said. "Wait, you're an alien?" Helen and Attea looked at each other for a moment before they took off their ID Masks to show their true forms to them.

"Okay, I guess we should have seen that coming." Cadance mentioned.

"Okay, now back about this Dragon scepter?” Helix spoke up. "What does it have to do with what your Twilight did?"

“Well, when Twilight realizes that other creatures of Equestria might invade, she figured the only way to keep them back is to take their most precious artifacts to keep them away from Equestria boarders. For the dragons, she took their scepter so no new Dragon Lord will be picked.” Shining explained, which shocked the others.

“Wait, you’re serious?” Flash asked in shock. “She just took the cultures most precious artifacts just to keep them away?! That would spark a war for all of Equestria!”

“Like the dragons did ealier.” Attea added with wide eyes.

“Yes. But she was too blinded and not opened up to realizes that.” Shining said with a frown. “She hardly listens to anyone.”

"I think we need to talk about all this." Twilight spoke up with determination. "And I mean all of us. You two, Applejack, her family, the other Flash, and my friends of this universe. We're going to have an intervention to discuss her ideal of justice and try and reason with her."

"And if that doesn't go well?" Helix asked.

"I'll hold her down while you turn into Greymatter to take away her watch.” Twilight quickly answered. "Without her Omnitrix, she won't be able to hurt anyone ever again and maybe then she'll listen to reason."

"You know it's not gonna be easy, right?" Flash pointed out.

“As if anything else in our lives is ever easy?” Helen questioned with a brow and a hand on her hips.

“Good point.” Flash said, seeing her point.

"You all can sleep here for the night." Cadance offered with a warm smile.

"You know, even in a different dimension, you're still the same kind-hearted Cadance I know." Twilight mentioned with a smile.

“Guess it’s universal.” Cadance said with a giggle as Flurry babbled cutely as she held her daughter.

“Okay, let’s get some rest. We have a busy day tomorrow.” Helix said as they all went to bed as Helix looked down at his watch and gave a thoughtful look. “Would I become like Twilight if the others didn’t guide me?” He whispered with a concerned look.





In the laboratory, the Elturai monitored everything they were saying as he seemed to be interested in this. “Mmm. I knew that there would be multiple realities outside of our own, but one where’s the Omnitrix on a young colt’s wrist who doesn’t share the same ideals as Princess Twilight? Fascinating.” Elturai said while seeing more data on Helix and his friends before looking at Attea and Helen. “Mm. But these two, I’m not familiar with. Perhaps it's time for the final phase of the plan." He pressed a button on the console and pulled up a video of three familiar aliens. "It's time. I have the device ready, so be prepared tomorrow. I'll gather the others."





The next day, both Twilight 22 and this universe Flash were making their way towards Sweet Apple Acres. "So, why did your family call you here again?" Flash asked her.

“They say they want to tell me something.” Twilight 22 said with an impatience tone. “I hope it’s quick. Because I can’t be away from the palace for too long.”

“I’m sure it’s just a little talk.” Flash assured her. “I mean, from what you’ve been lately, they might know that you needed it.” He added, as soon as they made it to the barn, they saw not only Twilight 22's counterpart and her friends, but also the Apple family, this Universe version of Rainbow Dash, Fluttershy, Pinkie Pie, and Rarity, along with her brother and Cadance.

"What is this?" Twilight 22 questioned while sounding a bit irritated. "And what is he doing here?"

“We brought him.” Twilight said to her counterpart firmly. “Me and the others brought everypony that you know, especially the ones you haven’t met in this world, together so that we have a talk about your ‘ideals’.” She said with a glare.

"My ideals? My ideals are keeping Equestria safe." Twilight 22 replied as she glared back at her counterpart. “You're not from here so you have no say in this."

"Then maybe the family who took you in does." Applejack spoke up. "Twi, we get that you're trying to keep every pony safe and not end up like Equestria did a long time ago, but you went too far after what you did to your own brother. He regrets what he did and you could have killed him yesterday."

“So what?! Just because he felt bad about it doesn’t mean I forgive him!” Twilight 22 yelled. “It’s because of him, I lost my birth parents when I was a filly!”

“And exiling him and giving that scar that said traitor will ease the pain?” Granny Smith questioned with a look. “That’s even harsher, young lady.”

“He deserves it!” Twilight 22 yelled.

“No, he doesn’t!” Twilight yelled to her counterpart. “He’s your brother! And yet you treat him as an outcast and you gave him that scar! That was uncalled for!”

“He betrayed us!” Twilight 22 retorted. “He gets what he deserves!”

“Twilight, are you even listening to yourself?” Apple Bloom asked in concern. “You haven’t been yourself since you became ruler of Equestria. We know you’ve been dealing with so much over the years, but lately, you’ve been cold and stern to others.”

“Eeeyup.” Big Mac said in agreement.

“Honey, we think that you’ve been tense up that you haven’t been thinking clearly lately.” Buttercup said to Twilight 22 in concern.

“And what is that supposed to mean?” Twilight 22 questioned.

“Well, during the dragon attack, that attack was just because they want their scepter back.” Bright Mac reminded her. “And yet, you attack them without giving a chance to even speak up.”

“They attacked us! They’re vicious creatures who tried to hurt others!” Twilight 22 yelled.

"Look, not all creatures are vicious and threatening.” Helen spoke up. "Back in our universe, our Twilight created a school to teach friendship to all creatures of Equestria. And that goes for aliens as well, there are good aliens out there."

“And what makes you think all aliens are good?” Twilight 22 questioned as Helen and Attea turned to their Twilight and Flash as they nodded and the two girls removed their ID masks to reveal their true form, which shocked everyone in the room. “Y-You’re one of them?!”

“Yeah. And let’s just say we don’t appreciate what you’ve been handling aliens lately with other creatures.” Attea said with her arms crossed.

"Look, I get it that you want to change the past." Rainbow spoke up nervously. "I mean I was able to do a Sonic Rainboom when I was just a filly, b-but after the caribou took control of Equestria and some of the pegasi who rebelled and were sent to their doom, I was afraid to have her fly again. I w-wish it didn't happen, but I d-do what I can nowadays for what I can do on the ground."

"I also want to protect everypony in Equestria, but I don't go overboard with stuff like you do." Fluttershy spoke up with her arms crossed.

“And I may have thrown huge rocks at them to knock them out, but I don’t tend to break their skulls.” Pinkie added with a shake of her head.

"Plus you don't realize that you do as much damage as they do." Rarity added.

“Which is a lot since they didn’t attack yet until you shot first.” Applejack added with a look.

"Look Twilight, we're all just concerned for you and we don't want you going over a line, one that there's no coming back from." Twilight told her counterpart.

“What’s the difference?” Twilight 22 questioned. “That line was crossed when Celestia and my parents were taken from me! So what’s the point if I had to cross that line to protect Equestria. I gave those creatures and aliens a chance to stay away from our lands, but if they keep coming back, I’ll do what I have to do.”

"You just don't get it, do you?" Helix spoke up before Twilight 22 let out a scoff and walked out of the barn. "Hey, we're not done talking!"

"But I am!" She shouted back. "Perhaps you're not worthy of that watch of Hope, my watch chose me and I am going to use it to protect Equestria the way I am doing it!" She continued to walk away before Helix stood in front of her. "Move it."

"No way, just because you have these powers doesn't mean you have to abuse them to hurt others." Helix told her firmly. "I'm pretty sure your parents or Celestia wouldn't want this. Have you ever thought about that?" Twilight 22 was about to say something before she saw something behind him and quickly went for her watch. "Really, if you want to fight, then I'll fight you and--"

"Look out!" She shouted before pulling him behind her and quickly slamming down the watch when a mini-missile came right at them. The missile exploded on impact as everyone inside the barn got worried, but as the smoke cleared, the barn was still intact, but Twilight 22 transformed into Diamondhead and protected Helix. 

"Who did that?" Apple Bloom questioned before Helix saw three familiar bounty hunter aliens but in purple armor.

"Oh great, it's Sixsix, Sevenseven, and Crab!" He exclaimed. "I faced them in my universe and they're not friendly."

"Come quietly, Twilight 22 and we might go easy on you." Crab demanded as he pinched his claw.

“Yeah, like I’m gonna fall for that one.” Twilight 22 said as she then charged at the three bounties, just as Helix activated his Omnitrix and transformed into XLR8. 

“Not without me you’re not!” XLR8 called as he rushed out after Twilight 22. Sixsix and Sevenseven took off with their jetpacks as they started firing at Twilight 22 while XLR8 took on Crab. “You know, I’ve faced you guys in one universe before, so this isn’t new for me.” XLR8 called as he punched Crab many times before knocking him down. “So why are you here? Because usually you three came here for a reason. In my world, you guys tried to kidnap me and take the watch.”

“Well, at least you’re willing to listen other than Twilight.” Crab groaned. “Which is all I could say to her.” He said as he then raised his pincher, which XLR8 dodged.

“Yeah we can tell that she’s not much of letting other creatures talk.” XLR8 commented while avoiding Crab’s attack.

"Stick to the plan, I will get the device ready while you both keep them busy." Sevenseven told the other two as he spoke through a communication between them.

“Busy?! I’m just trying to stay in one piece!” Sixsix retorted while blasts could be heard.

“Hand on, Sixsix. I’m on my way!” Crab said before he turned to XLR8. “Sorry, kid. But one of my own needs backup.” He said as he slammed his claw down to create a shockwave, which sends XLR8 to the ground as Crab rushed off to where Sixsix is fighting Twight 22.

XLR8 looked up as he looked surprise by Crab’s words. “They care for eachother as real partners?” He asked in surprise. "Wow, they are definitely different from the ones I fought."

Crab then shot lasers to get Twilight 22's attention just as Sevenseven pulled out some sort of device that look like a brace and started pushing in a code. As Sevenseven typed in the code, he was about to rushed at Twilight, but then XLR8 came zooming by and started whacking him repeatled before XLR8 kicked him off and knocked Crab away.

“Twilight, now’s your chance!” XLR8 called as Twilight 22 nodded and turned into her own XLR8 form and rushed at Sevenseven, which sends him back as he crashed into some trees as Twilight 22 transformed back while XLR8 took care of the other two Bounties as he sped them sraight towards Sevenseven as well.

Twilight 22 took a breath as she rubbed her mane, but then she saw something on her arm as she saw the device Sevenseven placed on her as she gasped when she saw it on her. XLR8 saw this as well as he sped towards her as it started counting down. “They implanted a bomb on me!” Twilight 22 exclaimed.

“Don’t worry! Just gotta run through all the possible codes!” XLR8 said as he used his hand and type on the device buttons many times to find the right code as it was near the final countdown as both Omnitrix users sweat. But soon XLR8 found the right code as it detached from Twilight 22’s arm as he took it and sped to the three Bounty Hunters at high speed. He then place the bomb in front of them before rushing off. "You might want to cover your ears.” He told her before the bomb went off and it exploded.

"Not bad, kid." Twilight 22 complemented before he timed out and transformed back.

"Why did they try to blow you up?" Helen asked as they all came out of the barn.

"Maybe because it wasn't a bomb, but a transport device…" Attea said nervously when she saw something in the smoke where the explosion went off.

“What are you talking a--” Rainbow was cut off when she and the others turned and saw the smoke. “Oh.” She said nervously.

Coming out of the smoke are the three unharmed bounty hunters, but not only them, but also Tetrax, Eighteight, Ember, Spike, Smolder, and finally, the Eltrurai in front of them. “Princess Twilight.” The Eltruria spoke up.

“Oh, that’s not good.” Applejack muttered in shock.

“Okay, the first eight I’ve know.” Helix said in shock. “But the big dude in a suit, never seen him before.”

"I told you that compassion isn't always the way to beat your enemy.” Twilight 22 told him before glaring at the Eltrurai. "So, you're the one who's been ordering the aliens and helped the dragons. I'm giving one chance to surrender and leave Equestria now!"

“I’m sorry, princess. But I can’t do that.” Eltrurai said while shaking his head.

"Well then…" She said as she transformed into some sort of lizard-like alien with three eyes. "I will make you wish you had chosen to surrender." She spoke with a French accent before she looked at Helix. "What are you waiting for? Transform already!"

"I can't, my watch is still in the red." Helix pointed out before Twilight 22 grabbed hold of his wrist and started fiddling with his watch. "What are you doing?" He asked.

“Giving you a power boost.” Twilight 22 said as the Omnitrix then turned green and she slammed the core down as Helix transformed into Fourarms. “There. Now let’s go!” She called as she then turned invisible, which surprised him.

“Wait, uh, how did she…” Fourarms tried to say before Sevenseven and Eighteight were then getting punched by thin air and they were knocked to the ground. “Wow, an invisible alien. I gotta get me one of those.” He said.

“Uh, Helix, maybe you should help Twilight 22 fight the bad guys?” Flash suggested.

"I guess they're not in the mood to talk." Twilight mentioned before she looked at Rainbow. "Look, I know you're scared, but who isn't a time like this? You need to find the courage deeper than you and help out your friends. That's the Rainbow Dash I know for my universe, and I know that you are the same." She then charged in with Helen, Attea, both Flashs, Fourarms, and Twilight 22 as they fought off their opponents as Rainbow thought for a moment to Twilight’s words.

Helen then started fighting Smolder, Fourarms fought Tetrax and Ember, Attea fought Spike, Flash fought Eighteight, Flash 22 fought Sevenseven, Twilight fought Sixsix, and Twilight 22 was going after the Eltrurai. "What gives, Ember?!" Fourarms questioned as he held her back. "I thought we were good when I gave you back your scepter!"

“It’s not my call, kid!” Ember called as she pushed Fourarms back. “Getting the scepter back was just part one! The Eltrurai’s plans needed to keep going for this to work!”

“What is his plan anyway!?” Fourarms called as he jumped to avoid a fireball as he landed behind Ember and grabbed her. “You all just kept attacking Twilight out of nowhere and just so she can attack you back?!”

"It's nothing personal, kid!" Ember shouted before she kicked him back. Twilight 22 scurried across the ground as she made her way towards the Eltrurai before turning invisible.

Eltrurai looked around before his back was tackled by Twilight 22 as she turned invisible and hopped away. She then transformed into her plug alien again as the Eltrurai started firing beams with his staff at her, which she used the plugs from her tendrils and hands to absorb them. However, the Eltrurai pressed a button on his staff that seemed to let out an energy pulse through the lasers which pushed Twilight 22 back when she absorbed it.

“Ugh! How are you doing this?!” Twilight 22 questioned as she tried to fight the pulse while standing her ground as she kept asborbing it.

“You think you know these aliens better than I do? Clearly you have much more to learn about the Omnitrix.” The Eltrurai said as he kept putting the pressure on Twilight 22. “Just give up, princess, I don’t wanna hurt you.”

Twilight 22 growled as she then gritted her teeth. “Good.” She said as she then transformed into a new alien, which is a serpent like alien while shooting lasers from her eye that is the shape of a star, and her body itself is made out of energy as well. “Because I wanna hurt you.”

"Very well." The Eltrurai was about to shoot her again before a familiar blur was seen flying in and knocked him back. Twilight 22 looked surprised before she saw Rainbow Dash hovering above her.

“Stay away from the princess!” Rainbow yelled out.

“What are you doing?! Get out of here! It’s not safe!” Twilight 22 yelled out.

“Sorry, Twilight, but we can’t let you do this alone?” Rainbow said with a serious look.

“We?” Twilight 22 asked in confusion before a boulder then hit the Eltrurai, sending it further back as it stood up and saw Pinkie with tons of rocks behind her.

“Now” Fluttershy yelled as she, Applejack, and Rarity then rushed out of the barn as Rarity then sends a magic blast at Eltrurai, impacting his chest. Applejack then rushed at him from behidn and bucked him forward as he was sent flying before Fluttershy then held her spear and slashed him on the chest, creating sparks in the process.

The Eltrurai stepped back before firing multiple blasts at them, which were blocked by Shining using his shield magic. "I let you down once, Twily, I won't do it again!" He declared as he kept the shield up.

“Shining?” Twilight 22 said in shock and felt touched by his words as Eltrurai kept the pressure on.

With Helen, she was fighting Smolder as she kept circling her. “You know, the Smolder I knew is kinda annoying somethings, but for you…” She started before she dodged another fireball from Smolder as Helen delivered a hard punch to her face, which sends Smolder flying to an apple tree as some apples fell on her head as she groaned as Helen looked at her with a smirk. “You’re even worse than her. But, that felt good.” She commented.

"Good to know I'm kind of the same!" Smolder groaned before she flew out of the tree.

“The Smolder I knew takes that as a compliment!” Helen called out to her.

With both versions of Flash, they were fighting Eighteight and Sevenseven while clashing it out with their skills while standing side to side with each other in sync while beating them back as Flash 22 turned to his counterpart. “Gotta admit, you are really good.” He said before punching Sevenseven back.

“Well, we are one of the same after all.” Flash said as he did a spin kick to send Eighteight back as he turned to her. “Eighteight, why are you doing this?! You are an honorable hunter! You don’t just attack out of nowhere without a reason!”

“Trust me, I don’t wanna fight as much as you do, but it’s for a good cause!” Eighteight yelled as she was about to punch Flash, but he jumped away from her as he landed on his feet. “A cause that is in the fate of Equestria itself!” Sixsix then stood up and pressed something on his wrist that sent an energy pulse everywhere that sent the rest of them flying back.

With Attea, she was just holding Spike back with her hand while giving a dull look as Spike rushed and tried to hit her. “Spike, can you just give it a rest? You’re just a baby dragon. You can’t really fight much.” She said tiredly.

“Not until this fight ends!” Spike yelled as he kept trying to hit her, but kept flaring his wings and arms as Attea just kept holding him as he kept trying.

“Are you done?” Attea questioned dully.

“Yes.” Spike said in defeat as he sludge and Attea letting him go. “To be honest, we just wanted Princess Twilight to see reason.”

“See reason?” Attea asked in surprise. “What do you mean by that?”

"I think you already know!" He replied before kicking her in the stomach. Meanwhile, Shining took down his shield for a moment so Twilight 22 could shoot a laser from her eye at the Eltrurai that pushed him back abit.

“Why won’t you go down?” Twilight 22 questioned as she kept firing.

“Because I won’t rest until this ends, Princess.” Eltrurai said as he poured more power to the beam while he aimed at her. Just before the beam could hit, Shining quickly pushed her out of the way and took the head right to his chest as it sent him flying back.

“Shining!” Twilight 22 yelled as Shining was flung back and crashed into a couple of trees before he landed on the ground while some smoke came out of his chest as his eyes slowly closed. “No!” She cried as flashbacks of her losing her parents and her future mentor resurfaced as she turned to the Eltrurai with a glare and a growl. “YOU’LL PAY FOR THAT!” She yelled in rage as she then transformed into a female version of Gax as she slammed her fists together and charged at Eltrurai with a rageful cry.

Twilight and Cadance quickly went to check on Shining to see if he was all right. "He…he has to be…" Cadance said with a worried tone while her eyes started to tear up.

"He sacrificed himself to save…" Twilight started before she trailed off as she checked his pulse and he still had one. "He's still alive? He's just stunned." It was then she realized they weren't the enemy as she turned to her counterpart as she was completely destroying Eltrurai, which turned out to be just a suit of armor she was tearing apart. Soon it fell to the ground before the chest area opened up to reveal a female Greymatter wearing a suit that looked very high-tech before Twilight 22 changed back and pulled the alien out.

The female Greymatter yelled in fear as she was behind held up while the others stopped fighting as they turned to the two. “Zenith!” The Eltrurai’s allies cried out in horror while the others turned to them in surrpise.

“Zen-who?” Pinkie asked in confusion while Fourarms looked in shock.

Twilight 22 then grabbed Zenith’s legs and started pulling them apart. “Make a wish, alien freak!” She yelled as Zenith felt dizzy while feeling herself being split apart. “This is for my brother!” 

“Twilight, cool your jets!” Fourarms yelled as he walked up to her. “This alien is a Greymatter! A harmless species!” He exclaimed as he took Zenith away from Twilight 22.

“So what?! She’s an evil alien!” Twilight 22 yelled in rage. “She killed my brother! She shot him!”

"No, she only stunned him.” Twilight quickly pointed out. "He is still alive."

"He is?" Twilight 22 asked with a surprised tone.

"Of course he is, I'm not a monster.” Zenith said as she stood up. "And the correct term for my species is Galvan."

"Okay, but can you at least tell us why you are doing all this?" Flash asked her before Zenith pointed to the watch on Twilight 22.

"That of course."

"I knew it, you only cared more about getting power such as the Watch of Hope!" Twilight 22 spat.

"Twilight!" Buttercup shouted.

"Why would I not care about it, I'm the one who created it in the first place and it's called the Omnitrix." Zenith told them, which really got them by surprise.

"W-Wait, an alien made the watch?" Twilight 22 asked with disbelief as she looked at her Omnitrix before Zenith jumped onto her arm and took it off her wrist. "Hey!"

"You're royalty and you haven't killed any of your own kind, I suggest you stop while you're ahead." Zenith told her.

"Give it back, I was chosen by it!" Twilight 22 demanded before she tried to grab it as Zenith quickly jumped down.

“It was meant for your princess, Celestia." Zenith explained.

"You don't--" Twilight 22 was about to shout before she realized what she said. "You knew Celestia?"

"Yes, you see the Omnitrix was designed by a lover of mine before he passed away." Zenith started explaining. "And when I saw the coming Danger to your homeland, I knew that this device would give your princess the advantage. However, it arrived too late." She said as Fourarms timed out and transformed back into Helix. "And it would seem another dimension has fallen with the same fate, except this one is a colt with the right morals."

“That because unlike your Twilight, we still have our Celestia. And I had my cousin, my parents, and my friends with me.” Helix said with a small smile. “They give me advice, keep me from… from becoming you I guess.” He said as he turned to Twilight 22.

"But that's not fair!" Twilight 22 complained. “I had to fight in a war to save my home!"

“Yes. You may have done the right thing to save your home. But clearly, you haven’t really earn the title of Princess of Friendship or know the true meaning of it.” Zenith said to her as she turned to Twilight. “And it seemed that this Twilight is what would’ve been you if Celestia was still here.”

“Because Celestia gave me advices, taught me so much, help me make new friends, and showed me the magic of friendship by… by meeting my five friends.” Twilight said as she turned to her 22nd dimension counterparts of her friends.

"But I…you can't…" Twilight 22 stuttered before she started to cry. “I just wish I could have saved my parents and Celestia…"

"Yes, no matter how much good you do, it could never fill the void of failing the ones you care most about." Zenith told her.

"No one asked you, alien!" Twilight 22 spat with glare.

"Twilight, remember when I said something about crossing a line there's no coming back from? Well you were about to cross that line." Twilight told her doppelganger.

“Okay, whatever, I get it already. This little alien is not evil.” Twilight 22 said.

“That’s not the only thing.” Flash said as he walked up. “You think all creatures are evil. When clearly there’s been good ones all this time. You never even gave them a chance to even get to know them better and just kicked them out of your lands.” He said firmly.

“Not to mention you’re judging others by how they look.” Twilight added with her arms crossed.

"Says you." Twilight  22 muttered.

"Says her, who is you." Helix pointed out with a smirk.

Twilight 22 looked around for a moment and then to her friends and adoptive family, her brother who is coming too, and her sister-in-law and Flurry Heart as she spoke up again. “Well, how am I gonna know and tell the differences of the good creatures or the bad ones? I don’t have a Celestia. You do.” She said to her counterpart. “Let alone have any friends by my side.” She said sadly while looking down in shame.

“There are other creatures and aliens out there who can help.” Zenith said as her allies stood besie her and so did the rest of the Equestrians.

“You’re not alone, Princess. We’re there for you.” Tetrax said to her.

“We just couldn’t get past that tough skull of yours.” Eigheight said while rubbing her jaw. “Let alone getting you to finally listen to reason.”

"And don't forget, you have them." Twilight spoke up as she pointed towards her 22nd dimension counterpart friends. "Friends are always there to help you, if you give them a chance."

Twilight 22 looked down a bit before she gave a guilty look as turned to Zenith. “Sorry I almost rip you in half.” She said before turning to her Equestrian friends. “And sorry I never really accept you all as my friends or families. I thought if I close myself off by feelings and attachments to others, I don’t have to feel the pain again. But, I guess I nearly lost myself to something I was going to regret.”

“We understand deeply, darling.” Rarity said to her as she placed a hoof on her shoulder. “But you don’t have to do this on your own.”

“It’s not healthy to close yourself off just to avoid the pain again.” Applejack added.

"And we can have fun from time to time." Pinkie mentioned with a smile.

"Just remember to have a kind heart." Fluttershy told her.

"And we'll be like 20% cooler together." Rainbow finished.

"Now this is the Elements of Harmony. Honesty, Generosity, Laughter, Kindness, Loyalty…" Twilight listed out before looking at her counterpart. "And of course, Magic makes it all complete. You know, I'm starting to think we didn't come here by accident."

“I guess fate has brought us here so that we can show that even in different dimensions, the magic of friendship is stronger.” Attea said with a smile.

"And since another Dimension has managed to use the Omnitrix for good, I believe we should exploit that as well." Zenith mentioned before she tossed the Omnitrix over to Twilight.

"Here, I believe this is yours.” She said as she gave the Omnitrix back to Twilight 22.





At the conivent store 22, Flim and Flam are still selling some items to the ponies around as the customers waited in line. “I take back what I said, brother. This world is great.” Flim said with a smile.

“Yes. I could get used to this.” Flam said with a smile. “So what if we can’t fix the machine. At least we can make a living in this dimension.” He said as he counting the bits they’ve collected.

“Perhaps I could be of some assistance.” A female voice said, which brought the two con twins attentions as they turned and saw that Twilight and her friends are back with their 22nd dimenison friends as well, while the ponies around the store were shocked by the sudden appearance of the aliens and dragons in while their princess was unfazed by this as they were about to scream before Twilight 22 raised her hand.

“Everypony, calm down! I can vouch for the aliens and the dragons!” Twilight 22 called out, which shocked the ponies from this.

“Well, she’s not calling us evil or monsters.” Helen said with a smile.

“It’s a start.” Zenith said with a proud smile.

"So, do you think you can fix that doohickey in the back of their room?" Helix asked Zenith.

"I'll have a look and see what I can do." She replied before she noticed a familiar pony watching towards them. "And it would seem the princess of the night has come to greet us as well."

“Luna?” Twilight 22 asked in surprise. “What are you doing here?”

“Well, I got worried when you didn’t come back from Sweet Apple Acres, so I went to check on you and saw the fight while also hearing about there being a dimension where my sister is alive.” Luna said slowly as she raised her head up. “And I heard that you felt a similar pain I felt, since we both lost family members.” She said sadly.

"Well, at least she's out and about." Helen whispered.

"And talking too." Flash 22 added. "She hasn't spoken a word in a long time."





Inside the store, Zenith was inspecting the machine and discovered how it lost power in the first place. "You see, the reason why it didn't work in the first place is because you were, how should I say? Applying the brakes while also pressing down on the gas pedal." She told the brothers.

“You mean the stablizers between dimensions was on that was causing all this to happen, right, Zenith?” Twilight asked.

“That is correct, Princess Twilight.” Zenith said with a smile. “You seemed to know dimension travel more than anyone.”

“Well, in my world, I sorta cracked on how to travel from one world to the next.” Twilight said with a proud smile.

“It’s true. She did.” Flash said with a smile.

“Why, that is most impressive, Twilight.” Zenith said with a smile.

“While I feel silly for not thinking of this.” Flim commented.

“You are quite a genius, little frog alien.” Flam complimented.

“Galvan. And yes. While you two are scientists.” Zenith said, which caused the twins to smile before she continued. “By Equestria’s standards. For a couple of unicorns, you two are remarkably unintelligent.” She finished, which caused the twins to groan.

"So, how do you think it will take to fix it?" Twilight 22 asked when she walked in with a quesadilla in her hand, which made her counterpart flinch when she saw it.

"Well, the amount of damage done to it, I say about three or four months." Zenith answered.

"Great, so we're gonna be stuck here for a while?" Attea complained before they heard small beeping coming from Zenith.

"Mmm, or not." She said as she pulled out a small device. "I'm picking up a strong interdimensional signal, almost as if something or someone is looking for you five."

“Wait, there is?” Helix asked in surprise. “Where is that?” He asked.

“Just outside.” Zenith said as they all rushed out of the shop and saw a rainbow portal opening up as it formed completely as a familiar figure used her hoof to pull the portal apart.

“Please tell me we got the right word?” A familiar voice asked as the light showed to be Celestia with Discord next to her.

"See, I told you we will find them eventually." Discord told her. "Although, I did not expect them to look like this here."

"S-Sister…?" Luna spoke up with tears in her eyes when she saw a different version of her sister.

“Luna?” Celestia asked in surprise with a small smile. “It’s great to see another you in this world.” She said before noticing the two twilights and Flashs with Helix, Helen, and Attea. “And we finally found you all.” She said in huge relief.

“Princess Celesia? Discord?” Twilight asked in surprise at seeing her mentor and the lord of chaos. “What are you two doing?”

"Well, when you didn't come back your friends got worried and contacted us.” Discord explained. “I did feel a little trace of Dimension hopping where you all disappeared, so it was only a matter of following the trailer until we found you."

“It took a while to find the right dimension when you two hopped in between, but from the looks of things, we found the right one.” Celestia said with a smile as she walked through the portal, but then she transformed into her anthro form once she stepped through as she was wearing Royal robes with white and gold outlines. “Huh, interesting form. Like Equestria but a little different.” She said before Luna rushed up to Celestia and gave her a hug, surprising her. “L-Luna?”

"In this dimension, you kind of have died before she was freed and she really missed you.” Twilight told her mentor as her counterpart was still a little shocked to seeing another Celestia.

“I-I heard that you were alive in their dimension but to actually see you, it’s… it’s overwhelming.” Twilight 22 said in shock as she walked up to Celestia and gave her a hug with Luna as well. “I-I’m so happy to know there’s still a Celestia out there.”

“And I’m happy to know my sister is alive in another world.” Luna said as tears started falling from her eyes as Celestia gave them sympathic smiles and wrapped her arms and wings around them in comfort.

“I may not be your, Celesita, but I know that her spirit still lives on.” Celestia said softly to them as the group watched with smiles. “And even though I wasn’t there for you all, just know that I’m always in your hearts.”

"Thank you…" Both Luna and Twilight 22 whispered with a warm tone.

"Speaking of, you should listen to Zenith like you would to Celestia, Twilight." Twilight advised her counterpart.

“Because we don’t have to come back and save your flanks.” Flash added.

“Or kick it for that matter.” Helix added with a brow.

“That’s okay. So far, the only villain I ever had was the Eltrurai and she turned out to be good." Twilight 22 mentioned before taking a bite of her quesadilla.

"Just wait till you meet Vilgax." Helen muttered. 

"I'm just saying what could go wrong?” Twilight 22 questioned. "Nothing, absolutely nothing can go wrong." This made her counterpart and the others let out groaned. "What?"

“Nothing. Nothing’s wrong.” Twiligh said tiredly that her counterpart doesn’t get how many enemies will be coming for her if she’s not careful.

“This is really not the dimension we know.” Flash muttered.

“Which reminds us, we got friends and families to get back to.” Helix said to them.

“Leave now!?” Flim asked in shock. “Can’t we stay a little longer?!”

“Yeah, the store was a success!” Flam exclaimed before Twilight took the two cons in her magic and tossed them through the portal.

"Nope! We overstayed our welcome!" She declared before she looked at her counterpart. "You understand why--"

"No need, I got my own trying to make money off of me.” Twilight 22 mentioned.

“Well, everyone come along! The portal leaving to your Equestria is about to depart!” Discord called while wearing a train hat, which caused them to giggle as they walked up to the portal, but Helix stopped as he turned to Twilight 22 and Zenith.

“Wait! You two haven’t told me the secret of the Omnitrix!” Helix called as he turned to them. “How to alien jump by unlocking the master control and the other combination and features!”

“Trust me, Helix.” Twilight 22 said with Zenith on her shoulder. “You’ll find out eventually. Thanks for helping me find the true reason for the Omnitrix and for showing me the true magic of friendship.” She said with a proud smile.

“You are one worthy Omnitrix wearer, young colt.” Zenith said with a smile. “And if you meet an alternate version of me in your universe or my lover, tell them I said hi.”

“I will.” Helix said with a smile.

“Before you go, Helix, you might need this.” Twilight 22 said as she hold out a scroll and gave it to Helix.

“What’s this?” Helix asked as he unrolls it and saw some combination arrows and features.

“I realized that I wouldn’t have enough time to give you more training for your watch, so I wrote down some combinations of mine and some detailed features to help understand it better.” Twilight 22 explained. “Of course I can’t remember all of them, so it should be at least something for your watch.”

"And I have a feeling that neither of you have found the key to your own Omnitrix, have you?" Zenith asked the two.

"What key?" They both asked.

Zenith gave a small chuckle. “You’ll both find out eventually.” She said.

“Well, if we’re giving out gifts, here this for both you and Luna.” Twilight said to her counterpart as she gave them three picutres, one with Celestia and Luna together, the other is the same but with Twilight in the middle with Cadance, and the last one is Twilight and her family, even though they were pony versions of their own, this still brought the two Alicorns to look at the pictures longly as tears of joy fell from their eyes.

Luna then turned to Twilight. “T-Thank you.” She said with a small smile.

“I almost forgotten what they’re faces look like.” Twilight 22 said softly while turning to her counterpart. “Thank you. Thank you so much.”

“What are friends for?” Twilight said with a smile.

“Hello! Time to go!” Discord called impatient as Celestia giggled and walked back through the portal.

“See ya!” Helen called as she, Atta, and Flash rushed through the portal as Flash returned to normal as Twilight and Helix took one last look of their 22nd dimension friends.

“Remember that friendship is magic.” Twilight said as she entered through the portal.

“And that you are never alone when saving the world and having friends by your side to help you through hard times.” Helix added as he entered the portal as well as the portal closes as the 22nd dimensions crowd watched with smiles before the portal closes.

“Farewell, alternate Twilight and friends.” Twilight 22 said with smiles before she frowned before Flash 22 came up to her and placed a hand on her shoulder.

“Hey, you still got us. And me.” Flash 22 said with a smile. “You always do." Twilight 22 smiled at him before giving him a kiss on the cheek.





Back in their own dimension, the group told the others about their experience in dimension 22. "And it turns out a Galvan, Greymatter's species, was the one who created the watch in the first place." Helix told them.

"And after a little talk to my counterpart, she understood and she now decided to take things differently." Twilight added.

“Gotta say, one trip to a store and you five go galvancing around the mulitverse.” Delta said in amusement. “Can’t seem to catch a normal break, huh?”

“You have no idea, dad.” Helix said.

“I can’t believe that there’s a dimension where Twilight found the Omnitrix.” Rainbow said in amazement. “That’s sounds way cooler!”

“But it seemed sad of the tragedy she went through, losing her family and her Celestia.” Fluttershy said in sadness.

"I'm just as surprised that my parents are alive in that universe." Applejack mentioned with disbelief. "I wish I came with…"

“At least you know that they’re still alive there, Applejack.” Rarity assured her with a smile as Applejack returned the gesture.

"So did you guys really have to wear clothes all the time while you were there?" Manny questioned with curiosity.

“Well, yeah.” Flash said with a shrug. “Feels weird at first, but after a while, it felt natural.”

“Now you know how we feel.” Helen said as Attea and Manny nodded in agreement.

"Well, you must be hungry after your little dimensional trip.” Dust called out as she was bringing a pot over to the picnic table. “Luckily for you, I made one of my specialties.” The others looked very concerned as they already had what Dust made the other day.

"What is it?" Helen asked before Dust removed the lid to reveal worms and octopus tentacles inside.

"Marinated mealworms with a touch of octopus tentacle." She said with a smile. “They're considered a delicacy in some countries."

"And totally gross in most others." Rainbow whispered to the others.

"Wow, if this is a reward for saving another dimension, I hate to see a punishment." Helix muttered before looking at the scroll Twilight 22 gave him with the Omnitrix’s combinations and features. “But, at least it’s not a total loss.” He said with a smile having a feeling that his summer is getting more and more exciting and that there’s more secrets to the Omnitrix then he thought. But he can't help but wonder what Zenith meant when she said something about a key.
> Chapter 18: Fight or Fall
> --------------------------------------------------------------------------

In a metal field, the mobile base was knocked on its side as most of the group was knocked out cold. Outside, both Manny and Gax were thrown back as Helen and Attea check to see if they were all right while Ocellus and her armor crashed next to them. "You all are one sorry site, squared head!" A familiar voice shouted with anger.

"That's Gax to you, and speaking of sorry sites, when's the last time you looked in a mirror Powers?!" He questioned as they all glared at Powers who have come back for payback.

"We knew you managed to survive that fall and that blast, but we didn't think you were dumb enough to actually come after us again." Manny mentioned as he and Ocellus stood up from the crash.

“Diss me all you want, guys.” Powers said as he gave them a glare. “I’m still ten times better than Helix! I got all his powers, plus my own! I’m Powers 11!” HE called as he shot his Diamondhead arm and shards shot out, which Gax caught one of them while some shattered on him on impact while Manny and Ocellus blocked them.

“Too bad each one of those is only a tenth as power as mine!” Gax said while crushing the shard in his hand. Powers then shot some goop right out of his mouth and right onto his face. "Ew! Rarity was right, this stuff is disgusting!" With him blinded by the goop, powers flew in and tackled Gax as he shot lines of web to the other four and pulled them into the air when he flew up.

He then threw them at one of the windmills as they tore it down when they crashed into it. Powers smirked when he thought he got them before he saw both Manny and Gax holding the blades of the windmills before they threw it right at him.

Power got hit as he crashed into the ground as he then glared at Manny, Gax, Helen, Attea, and Ocellus, who glared back as they charged at each other. But before they could fight, a red flash dived over them as the six vanished.

The others got out of their mobile base when they recovered before they saw some smoke. “Helix? Manny? Ocellus? Helen? Attea? Where'd they all go?” Flash asked in concern as they looked for any signs of them and Powers.





The same beam of light that made Gax disappear flashed in some sort of unknown location as he reappeared and was able to move when it vanished. "What the, what just happened?" He asked himself as he looked around. "Manny? Ocellus? Attea? Helen? Where am I?”

“Presenting our newest challenger from planet Equis!” A male voice anounced d as the lights turned on to reveal he is surrounded by walls while the audience started cheering.

“Challenger?” Gax questioned as he looked around before a drone came up behind him as he backed away from it. “Easy now. You look upset.” He said as the drone drew its wrist blades and tried to strike him, but Gax dodged as he grabbed the blades.

The drone then drew two more from its shoulder as Gax stepped back and avoided the strikes as the audience kept cheering, which showed three more arenas with Manny, Ocellus, and Powers in each one fighting the same robot. The robot managed to swing its blade right at Gax before he quickly used his right arm to unravel and used tentacles to grab its blade and rip it right off. He blocked another strike with his arms, which pushed him back.

“Time to play can opener.” Gax said as he charged at the robot and ripped its legs, which tilted to the ground as the crowd started cheering again.





In a monitor room, an alien with multiple eyes is watching Gax’s fight as he gets an interesting look. “This one has spirit.” He said.





"Whoa man, if you wanted to play slice and dice, do it in the kitchen!" Manny shouted at the robot he was fighting before jumping back from one of its blades. He the used his four arms to grab the blades and ripped them out. “That’s it! Smile for me!” He called as he then swung the blades around, which chopped the drone down as it collapsed and the crowd cheered.





“This one has brawns.” The alien said after seeing Manny fight.





Meanwhile, Ocellus hovered above the robot that was swinging its blades at her. "For a very high-tech machine, you're not very bright.” She told it before she transformed both her arms into blasters and started rapid firing at it.





“This one is clever and quick.” The alien said again while seeing Ocellus fight off the robot as it exploded after so many shots.





Helen managed to zip around the robot to avoid its blades before coming up to it and kicking It multiple times before jumping back. “Okay, can’t we just go one day without something snatching us?!” Helen questioned as she kept moving fast while avoiding the blades while using her speed to take out the components and screws as the robot broke into many pieces. She then heard the crowd cheered as she rubbed her head with a small blush.





“This one is quite fast.” The alien said after seeing Helen.





Attea was keeping her distance from the robot attacking her while firing at it. It thrusted its blade right at her before she jumped up to avoid it and landed on top of it. She then showed acrobatics as she continued to fire at the robot. "Just like the training simulation back at the base." She said with a smoke smile before firing at one of its legs. Once it was done on one leg, she took aim right towards its head and blew it right off with one blast as the crowd cheered for her success.





"This one is very agile." The alien said after seeing how Attea fights.





"You want a piece of me?!" Powers challenged the robot he was fighting as he used his Diamondhead arm to block an attack before punching it back. "I eat wimps like you for breakfast!” He called as he opened his jaw, which was Spidermonkey’s teeth as he bite down on the robot’s head and tossed it ot the wall as it kept going. “You want some more?!” He yelled as he used XLR8 speed and ripped one of the armblades off and sliced it and break it down as the robot exploded.

The crowd then cheered to Powers as he smirked and waved to the crowd.





“Sadistic, cruel, merciless… true gladiator material.” The alien said after seeing how powerful Powers is while turning towards Gax.





He was holding the robot up with just one arm that was unraveled into tentacles before the Omnitrix on his chest beeped red any time down. When he transformed back into Helix, the robot fell to the floor as the crowd gasped in shock at what they just saw.

The robot then stood up as it advanced towards Helix as he rushed off. “Did I mention that I didn’t wanna fight!?” He called as he tried to avoid the blades. “Should’ve paid more attention at Twilight 22’s notes to find the combination for instant recharge!” He called as he dodged another blade.





“An equine youngling?” The alien questioned in surprise after seeing Helix transformed.





Helix quickly bobbed and weaved to dodge the blades of the robots before the robot tripped and up and he fell to the ground next to the arm blade he ripped off earlier. Helix then saw the robot about to jump on him before he quickly grabbed the blade and stabbed it right through the chest. The robot short circled as it shut down and the crowd started cheering him again as Helix noticed him after taken some breath.





“Resourceful, and a crowd pleaser.” the alien said while seeing how Helix took down the robot without any abilities. “I’ll make a handsome profit for them.” He said with interest.





Soon the walls of the Arena that surrounded each of them went down before they saw one other. “Helix! Guys!” Helen called as they all regrouped.

“Boy, am I glad to know you all are okay.” Manny said in relief.

“Yeah, but uh, I don’t think we’re alone.” Attea said nervously as they pointed behind them as they turned and saw Powers standing tall behind the flames.

“You!” Helix said with a glare as Powers walked up to them.

“What is up with sending me to this freaky place?” Powers questioned as he slammed his fist down, but the heroes jumped to avoid them.

"Why would you think we brought you here?!" Helix questioned.

“We were just as surprise to be here as well!” Manny added.

“If you losers didn’t, then who did?” Powers questioned as he was about to hit them before the same beam of light covered them and they suddenly vanished.






They appeared in an open room as they dodged Powers’ punched as they felt shiver up their spines. “Okay. I definitely do not like that.” Attea said with shudders.

“What was that?” Ocellus asked before some guards with a staff got between the heroes and Powers. “And who are they?”

"I don't know but-Gah!" Attea grunted when one of them stabbed one end of its staff and placed some sort of broach onto her chest. The same happened to Helen, Helix, Manny, and Powers while the tag was placed on Ocellus’ armor.

"Hey, back off!" Powers shouted as he was about to attack one of the guards before they pressed a button on their wrists as the brooch on him lit up and he felt a surge of electricity course through him.

The others felt the same pain as they groaned and fell to the floor as the guards left. “Where are we?” Helen questioned as they looked out the window and saw their home planet in the distance. “Sorry I asked.”

“We’re in space.” Manny said in shock.

"And these things they placed on us are shock collars." Attea mentioned with a worried tone.

"Whatever is going on, we need to find a way to get out of here and back to our home." Helix told the others.

“This is your home now.” A voice said as the group turned and saw a group of aliens sitting down miserably while wearing the same shock collars. “Escape is impossible.”

“We have all been taken from our native worlds and forced to fight for our lives for the entertainment of the galaxy.” The second alien said sadly.

"How long have you all been here?" Ocellus asked them.

“Long enough to know that we don’t wanna fight anymore.” A third alien said sadly before Powers grabbed Helix and pinned him to a wall.

“This is all your fault!” Powers yelled.

“How can this be my fault?!” Helix questioned as Powers used his Diamondhead arm to form a dagger.

“I don’t know. It just is.” Powers growled before the two were shocked again and were pushed away from each other.

"Well, they obviously don't want any fighting in this cell or whatever this is." Manny mentioned before a pole with a light came down that blinks red. "What does that mean?"

“It means it's Meal Time.” One of the aliens answered as some seats behind Helix extended out before a bunch of trays folded out of the walls. Then coming out from the ceiling are purple slop as the aliens begin eating their respective slop while Helix and his friends feel disgust.

“Ugh. Thanks?” Helen said in disgust.

“But, we already had purple slop for lunch.” Helix added while giving a disgusted look at the food.

"You all should eat before both Teknorg and Glna demand their offerings." One of the aliens advised them.

"Who are they?" Attea asked before they heard loud stomping coming their way. The aliens quickly got out of their seats and kneeled down as the others saw what looked to be a female Fourarms with braided black hair and scars on her arms while she was wearing gold and black armor. The other appeared to be a buffer alien with robotic legs while his left arm is replaced with a robotic one and a mace as the aliens gave a bow.

“The region champions.” The alien whispered to them. “It would be wise to show them respect.” He advised.

Helix and the others bow as well as Glna and Tecknorg then start eating the prisoners' food one by one while tossing their trays away after crushing them. Powers decided to pull a prank as he used his XLR8 tail to pick up Helix's tray before throwing it in both of Glna and Tecknorg faces. "Wow, major disrespect here." Powers said before pointing at Helix. "You both really going to take that from him?"

Technorg then grabbed Helix and brought him up. “You shouldn’t have done that, you little worm.” Glna said to Helix with a venomous tone.

“Look, I don’t wanna…” Helix was cut off when steam came out from his robotic limbs.

“Hey! Put him down!” Helen yelled as she, Ocellus, Manny, and Attea stood in front of them.

“If you got a problem with our friend, you got a problem with us.” Manny said as he cracked his knuckles.

“If you say so.” Technorg said before he tossed Helix, who sent him flying across the table and into a wall as the others then turned before Glna delivered a four-handed punch towards their faces that sent them flying back next to Helix. Powers gave an amusing chuckle at that as the two Champions approached the five.

"Okay, she really knows how to throw a punch." Manny groaned as he rubbed his jaw.

"I did tell the females of your species are traditionally stronger." Attea reminded him.

"So if it's a fight they want, then it's a fight they'll get!” Helix declared as he activated his Omnitrix and transformed into Overflow as he blasted the two with a powerful stream of water.





“These younglings are full of surprises.” The alien said after monitoring them. “Bring them to me.” He ordered as a beam washed over Helix and his team.

And then in another room, the heroes and Powers appeared as the guards then pinned them down with their staffs. “Hey!” Powers yelled.

“What’s going on?!” Ocellus cried out as they turned to a shadowy figure.

"Welcome, I am Slix Vigma." The alien introduced himself behind a glowing wall. "This is the Mega Cruiser. Everything that is on this ship belongs to me, including all of you."

"Yeah right, kind of belong to anyone, you sark!" Powers insulted before one of the guards activated his shock collar.

"Heh, maybe he didn't get it right the first time, shock him again!" Manny asked the guard with an amusing chuckle but got no response. "It was worth a shot."

"I speak, you listen." Slix told them. "You see, these eyes see everything on this ship and these hands control everything on this ship and I decide that each of your relationships will make you all an entertaining team in the arena."

"What does he mean by that?" Helen questioned before they saw some energy shackles as the guards as a pair hooked up one to Attea and Helen’s legs, one onto Manny and Ocellus, and one onto Overflow and Powers. “Oh, that.”

“No! I’m not going around tied to this loser!” Powers yelled as he stood up with Overflow.

"Funny, I was going to see the same thing about you, Mister ugly face!" Overflow yelled back before both of them got shocked.

“What just happened?” Attea asked in shock.

“Each of your fates are now linked.” Slix said to them. “If one of either of you should happen to expire, the shackles will ensure the other does as well.” He explained. “Now, your next opponents awaits.” He said as the group was hit by a flash of beam.





The group appeared in the arena again as the crowd was cheering before they turned and saw Technorg and Glna in front of them. “There’s only room for two champions here. Us.” Glna said firmly as she and Technorg then charged at them.

Helen quickly speeds out of the way as she accidentally dragged Attea across the ground while Ocellus flew up with Manny. Powers and Overflow tried to run in different directions, but forgot about the shackles on their legs before Technorg grabbed both of them and tackled them to the ground. Glna jumped high and grabbed Manny by the leg before throwing both him and Ocellus right at Helen.

“Nice move, morons.” Powers complained.

“Will you stop blaming, Powers?” Manny questioned. “These are all our problems.” He said before each group were grabbed by their shackles and were spun around before crashing into the wall as the Omnitrix timed out and Helix transformed back.

"Helix!" Both Helen and Attea called out before Glna grabbed their shackles and spun them around a few times just before she threw them right at Powers and Helix.

“Great, now I’m stuck with a couple of dead weights.” Powers complained as Ocellus and Manny were tossed at them. “But not for long.” He said with a smirk as he grabbed Helix and held him up, but before he could do anything, Powers got shocked as he and Helix fell to the ground.

“Remember the whole ‘your fates are now linked’ speech?” Helix questioned power with a look. “It was only, like, two minutes ago.”

"By the way, warn me next time you decide to run away!" Attea yelled at Helen.

"Sorry, I panicked." Helen said sheepishly.

“Ocellus, try not to fly since I don’t have rocketboots!” Manny stated as Ocellus nodded.

“Sure.” Ocellus said as Technorg and Glna jumped over them with their fists/mace raised as they quickly ducked out of the way as they were sent flying. “Guys, we are so not trained for this.”

“You think?” Powers questioned as the two champions rushed at them, which made Helen hold Attea and Ocellus to grab Manny as the two pairs took off while Powers ran while dragging Helix from the ground as Helix screamed with the two champions chasing them around the arena until they stopped.

“Powers! You’re hurting Helix!” Attea yelled as she and her friends glared at Powers.

“Oh, gee, I’m sorry.” Powers mocked with a teasing smirk. “Did that hurt?” He stopped when Technorg and Glna faced them. Helix quickly grabbed the tether of the shackles as the two Champions charged at them before running around and tripping them up. This caused the two to fall right on top of Powers as he looked up and glared at Helix. "You did that on purpose!"

"Well, duh." Helix replied with a smug smile before the crowd started to boo.

“Boos? No one boos Technorg and Glna.” Technorg said firmly as he raised his arm and more steam came out. “Technorg and Glna are champions!”

“How about we get some distance between us and them while they’re distracted?” Ocellus suggested nervously.

“Agreed.” Her friends, san Powers, said as they rushed off, but Helix tripped and fell to the floor.

“You guys aren’t the boss of me, puke bags.” Powers said with a smirk.

"Now's not the time to be like this…" Manny growled at him. "One of them is very strong."

"So we're going to need to work out a plan to survive." Ocellus told him.

"Which means we're all going to need to work together." Helix added.

“Why would I want to work with you five?” Powers questioned. “Helix’s useless and you guys can’t even work out the balancing act.” He said as he turned to the two champions. “I’ll take care of these goofs myself.” He said as he stood up and shot out goop from his mouth, which hit the two champions on the back and shot Diamondhead shards at them.

“Was that supposed to be a tickle?” Glna questioned as she and Technorg walked up to them as Powers kept shooting shards at them, but they kept being bounced off. “Keep trying.”

"You were saying?" Attea asked with a brow sarcastically before Powers tried shooting more of his powers at the two but didn't slow them down. Helix then saw something when a bit of Heatblast fire hit a puddle of Goop's slime on the floor.

"Hey, that might work." He muttered before he looked at Powers. "Shoot some Goop slime at them then a few Heatblast fireballs."

"Why would I do that?" He questioned him.

“Just do it! Trust me!” Helix called as Powers turned and shot more Goop slime and then shot a fireball as it hit both champions and the combination made an explosion that sent them flying as the crowd cheered.

“Cool.” Powers said with a smirk.

“Wait, I get it!” Attea said with a smile. “If Powers use his powers in combinations, they make up for not being full strength!” She said.

“Which makes sense since each of his powers is only a tenth of their potential.” Ocellus theorizes.

"Okay, what else you got in mind?" Manny asked Helix.

"Well, let's try some XLR8 speed, plus Fourarms strength, Overflow's strong exoskeleton, plus Diamondhead vulnerability would equal…" Helix listed out as he climbed on top of Powers.

“One mean punch!” Powers said with a smirk as Technorg and Glna stood up as Powers sped at them and combined the abilities Helix listed out as the two champions charged at him. Powers then hit them, which they skid to a stop as they turned to each other as Glna yelled as she held her arm in pain while Technorg’s mace arm fell off.

“Ahh! That really hurts!” Glna yelled in pain while holding her arm.

“It’s about to hurt even more.” Powers said as he charged at them again and delivered another punch that sent them flying as they fell to the ground out cold as the crowd cheered loudly.

"Presenting our newest champions!" An announcer declared as Powers flared his arms up.

“Oh, yeah! That’s right! Who’s bad!” Powers bragged.

“Dude, don’t milk it.” Manny said dully before they turned and saw Slix in his hologram form.

“Now, finish them off.” Slix said while gesturing to Technorg and Glna.

“What?!” Attea yelled in shock.

“Gladly.” Powers said with a smirk.

“Powers, no! Don’t do that!” Helen pleaded as she and the others walked in front of Powers to block his path. “You can’t just kill them!”

"Who asked you?" Powers asked sarcastically before he knocked them all away and was about to finish the two. Helix however was not going to let that happen as he tugged on the shackles to make his foot skid back a bit. "That's it! You're dead, again!” He yelled as he grabbed Helix and tossed him aside as he was about to punch him, but he and Helix were both shocked as the guards grabbed them as Slix appeared again.

“Mercy? What a novel concept.” Slix commented. “Prepare for galactic hyper jump to the next galaxy. I need to recruit some new blood worthy of our champions."





Soon the six of them returned to the cell where the aliens kneeled down to them. "Finally, about time I get some respect around here." Powers bragged before they saw both Technorg and Glna standing in front of them.

"Oh boy…" Ocellus muttered nervously.

"Well nice job letting them live, short stack!" Powers told Helix before the two former Champions kneeled down in front of Helix as Technorg offered a tray of food to him.

“You bested the best, then spared our lives.” Technorg said to them.

“Now, you are our master.” Glna finished as Powers took the tray.

“Actually, it was all my idea.” Powers bragged as he enjoyed the slope.

“We don’t wanna be your masters.” Helix said to Technorg and Glna.

“We were just doing the right thing for all of us to survive.” Helen added.

“And we just wanna get back to Equestria.” Manny added.

Technorg and Glna looked at the guards before turning back to the others. “Even if you all could free yourselves from those collars and escape, you all will be too far away from your home planet.” Glna whispered.

“The ship will soon be traveling to a new galaxy soon.” Technorg stated.

"But all we have to do is get to the controls before that happens." Ocellus whispered.

"Yeah, but first we need to get to the guards' collar controls so they don't shock us." Attea pointed out.

"We have all tried but none of us are powerful enough to overtake them." Glna told them.

"Alone, maybe. But not if we all work together." Helix mentioned. "I think I have an idea that might just work." He said with a smirk.





Later, Helix was sitting next to the robo guards before he looked over at Helen and gave a wink. She then used her tail to tap Glna on the shoulder before she pumped her elbow next to Attea. She then used her tongue and tapped Powers by the back. “Ugh! I can’t take it anymore! I gotta get off this ship now!” He yelled as he then started blasting every corner of the room while nearly shooting some of the guards.

“Stop him! He’s out of control!” The guard yelled as the prisoners then charged at Powers as they all tackled him as the guards pressed the buttons, which caused the collars to short circuited as they fell to the ground and burn out.

“The shock collars. They’re disabled.” One of the aliens said in shock as the guards came to them while coming out one of the guards was Greymatter, who was holding two wires.

“All it takes is a short circuit and a little Greymatter.” Greymatter said with a smirk.

"Great plan, Helix." Helen complimented.

"Don't get all mushy, a monkey could have done what he did." Powers told her.

"Then why didn't you do it?" Greymatter joked as Powers frowned at that while Helen and Attea let out a giggle. With the shock collars not working, Glna took this opportunity to smash two of the guards before she held her fist in the air.

"FREEDOM!!" She declared as all the other prisoners were taking on the guards.Greymatter then turned to Helix as the others huddled close.

“Powers, we gotta go.” Attea said.

“Just when I’m starting to have some fun.” Powers whined as he gave one last punch and they walked out of the cell.





The six then climbed up to Slix quarters as they searched around and saw that he was nowhere in sight as the room is dark. “The controls to the emergency escape pods should be somewhere.” Greymatter said to them.

“Well, let’s start looking before we get too far from home.” Ocellus said as they rushed into the room as the guard fell.

“That Slix guys saids he controls everything on this ship from here.” Greymatter said as they look around.

“But I don’t see any controls or buttons here.” Manny said in confusion. “How can he controls a ship in a room with no controls?”

“Actually, I don’t.” Slix said as projections of him appeared around them. “What I said was these hands control everything on this ship, including them, unlike you, they have no problem finishing off their opponents.” He said as guards surrounded them while aiming their weapons at them, ready to end them. “I told you, these eyes sees everything. And so will everybody else, but your demise will not be the opening act. There’s will.”

He showed them the prisoners as the center of the Arena was the only thing that was standing before the rest of it and certainly went down to show some sort of creatures beneath. “If we’re going down…” Greymatter said seriously as he turned the Omnitrix on his back and slammed it as he transformed into Diamondhead.

“We’re going down fighting.” Powers said in agreement as the six then charged at the guards and started punching and fighting them as they were in sync while being shackled they looked around and saw the guars completely down.

“Hey, nice teawwork, gang.” Attea said with as mile.

“You said it." Helen and Ocellus agreed.

"If any of you try to hug me, you're going to get slugged." Powers threatened as the Omnitrix timed out and Helix transformed back just as more guards arrived.

“Here comes more boggies.” Manny said to them.

"Then let's get Slix and make him take us home!" Attea quickly suggested as they saw that Glna had broken free from her shackles and started to fight off the guards. But then she got shocked multiple times as she dangled from the edge.

Just then, Powers, with Helix and the others on his back, jumped down and grabbed SLix. “What do you think of this!?” He called as he held Slix up.

“Ease up, Powers!” Helen called out. “We still need him to release the escape pods to get home.” She reminded him.

“I am done listening to you guys.” Powers growled as he tossed Slix down, which made the crowd cheered louder.

“This is not part of the show.” Slix said as he starting to spark up. “I command you to stop. Stopppp.” He moaned as his guards were sparking as well as they were all shut down and fell to the ground.

Helix then realizes what Slix meant before. “Wait a minute. That’s it!” He said as Powers jumped down as the others followed as Powers walked up to Slix. “Powers, wait!” He called as Powers was about to toss Slix over, but the Omnitrix recharged quickly as Helix transformed into Upgrade and merged with Slix.

“What? How did you--” Powers asked in shock as he put Upgrade down.

“I said wait.” Upgrade said to him as he removed the clothing to reveal Slix as a drone. “All that stuff he said before, he wasn't saying he operates the control console, he is the control console all along.”

“Slix is more than a living being, he’s a robot!” Ocellus exclaimed in amazement. “He was the ship’s navigational AI.”

“And now I control everything on this ship as well.” Upgrade finished.

“Well goody goody for you.” Powers said as Upgrade then used Slix’s tech to unlock the shackles on their legs. “So long as I’m not tied up to your ugly flank anymore.” He said before he rushed off.

"Helix, Technorg and Glna!" Manny pointed out as they were hanging over the edge. Upgrade understood as he flew the pod below and caught them as they went back up.

“Initiating intergalactic hyperjump launch.” The computer said.

“Helix?! What are you doing?!” Attea called out.

“I didn’t do that!” Upgrade called as he started typing onto the console. “And I can’t override it!” He exclaimed as his hands broke free from Upgrades control as they were peeling off.

“You don’t have as much control over me as you thought.” Slix said as he started peeling Upgrade off, but Technorg hit him as Upgrade regain control.

“We must get to the escape pods before we blast off to the next galaxy.” Technorg said to them.

Upgrade pressed the button and they all teleported out of the arena.





In the escape pod room, Powers was punching on the door to get it open as the other prisoners appeared behind him. “Need some help, Powers?” Ocellus asked in amusement.

"I can give you a hand, or six of them.” Upgrade said as for tendrils came out and went over to the access panel. He then opened each door to each escape pods before he looked at the prisoners. "Quick, take these pods back to your home planet."

The prisoners then entered the escape pods one by one, but Glna and Technorg stopped as each pods were launched and warped away. “Technorg, Glna, you two should go as well.” Attea said to them.

“No. My life belong to you.” Technorg said to them.

“I want to tell you that you are an honorable warrior, Helix.” Glna told him. "I believe you would be a perfect champion for my niece, Looma Red Wind."

"And you can tell your niece that yourself after I give it back, go!" Helix told him as he pushed the two into the two escape pods and sent them back to their home planets. But then the Omnitrix started timing out as he got out of Slix and transformed back. “No! Not yet!” He cried before Slix grabbed him up.

“You little youngling meat bag.” Slix sneered. “Nobody controls Slix Vigma. Nobody!” He yelled, but before any of his friends was about to help him, Powers stabbed Slix with his Diamondhead arm as it short circuited.

“Powers? You saved my life?” Helix asked in surprise.

"Of course, why did you think I wasted my time helping all those other losers?” Powers growled with a dark look. "I just wanted the chance to finish you off myself." Before the others could stop him, Powers quickly used Spidermonkey's web to web them up before he did the same to Helix against the wall. "I'm not gonna let them stop me, and you shouldn't send your lap dogs away!" Helix got his Hooves free from the web and tried to activate the Omnitrix. "Oh, and thanks again for the tip of combining my powers to make them even more powerful.” He added as he turned his Diamondhead arm into a blade.

"Come on, work….please…" Helix told the watch as he tried to remember the combination.

"Don't bother trying to dial up another alien, I know every single one of them, inside and out." Powers told him before he reeled his arm back and was ready to finish Helix off. But the core of the Omnitrix suddenly popped up before Helix quickly slammed it against the wall when Powers launched forward.

"NO!!" The others cried out while Helen and Attea started to tear up, but then they saw Power struggling to stay forward as the dust settled and they saw Gravattack pushing Powers back.

“You sure about that?” Gravattack questioned as his friends smiled while Powers stepped back in shock. "I believe you haven't been personally introduced to my good friend, Gravattack!" He called as he formed a ball and got free from the webs as he started circling around Powers as the others got free as well as Powers was pulled by Gravattack’s powers.

“Hey! Put me down!” Powers demanded,

“New game. It’s called playing catch!” Gravattack called as he levitated Powers and tossed him to Manny, who punched him, then to Helen, who kicked him, to Ocellus, who blasted him, then to Attea, who whacked him in the face as Gravattack pushed Powers towards him and delivered a punch that sends him crashing to a wall as the countdown to the hyperdrive is near. He went into the last Escape pod as it closed behind them and Attea tried to get it to launch.

"Hurry up, girl!" Manny called out as Powers pride the door open. Just as he stuck his head in, a familiar hand grabbed him and threw him back before the door opened up and they saw Technorg.

"But how, I thought we sent you a way." Ocellus mentioned in surprise.

"I told you that my life belongs to you." He reminded them before he pressed the button to send them off.

"I guess this makes us even." Gravattack said before the door closed and the Escape pod went to the planet below.

Powers got up as he looked and saw Technorg glaring at him. “So, I’m a lapdog, am I?” he questioned while pounding his mach and hand together as Powers gave a nervous smile.

“Intergalactic hyperjump launch.” The computer said as the ship took off into deep space far away from Equis with Powers facing the punishment from Technorg.





Meanwhile, the Pod soon landed in the field before a ramp opened up and the team rolled out of it. “Guys! Son!” Delta called as he and the others rushed up to them. “Are you all alright?”

“We’ve been looking all over for you five.” Dust said in concern.

“Where have you five been?” Twilight asked in concern as well.

“Long story.” Helix answered.

“Too long to tell after what we’ve been through.” Manny commented.

“Are you all okay?” Attea asked in concern.

“We’ll live thanks to you guys.” Rainbow said with a smile.

“What happened to Powers?” Smolder asked in wonder.

“Yeah, wasn’t he fighting you five when he attacked us?” Pinkie asked in wonder.

“Well, let’s just say that he found somebody new to play with.” Helix answered.

“And we won’t be seeing him for a while.” Helen said as they looked up in the sky. “And something tells me he will be quite busy out there.” She said as they all stood there while watching the sky, knowing that Powers is out there somewhere in the universe and won't bother them for a long time. "Hey, Attea, what do you think Glna meant when she said Helix would be a champion for her niece?" Helen whispered to her.

"Let's just say if this Looma gal comes here when Glna tells her about him, we're gonna have a very tough competition." Attea whispered back. “And I mean really tough."

Helen's eyes widen from that as she realizes what Attea meant. “If that comes, we’re keeping Helix away from those girls together.” She whispered.

“Agreed.” Attea nodded, knowing that they’ll have to protect Helix from any girls that tried to take him from now on.
> Chapter 19: Heroes Unite
> --------------------------------------------------------------------------

Deep in space, a spaceship just exited hyperspace as it was landing on a satellite invented in a meteorite. A couple of robot drones were about to approach the shuttle before another ship exited hyperspace and shot a laser down at the other ship, causing a hole to be made into the base. A large figure crashed through the hole and revealed himself to be a large alien who wore a red suit with spikes on his shoulders and knees that showed off some of his chest.

The robot drones then started firing, but the large alien charged at them as he started wrecking them to pieces with ease before he cut a hole through a door. There he saw a small containment unit holding some sort of purple crystal inside it. He narrowed his eyes before grabbing the containment unit and heading back. Soon he came out of an exit hatch as a platform raised him up and the ship he arrived in came around to pick him up.

The large alien then entered the control room where a shadowy figure was there as it turned to him. “Element X. It’s no good by itself, you know.” He said as a robotic tentacle grabbed Element X. “Where are we gonna find the Bicenthium we need to make it go boom?” He questioned. Then appearing from the shadows is Sixsix, who pressed a couple of buttons to show a familiar planet he once visited. “Ooh… I should have known.” The large alien said. “One of the cesspools of the universe… Equis.”





In a large high-tech city, a bunch of ponies were running away in terror as a giant robot was on a rampage. “Tremble, insects!” A crazy stallion in a robotic suit yelled. “Bow and kiss the hooves of Lord Dumerkas!” He then used his robot to grab a familiar girl, Helen.

"Someone, please help me!" She cried out before a sonic boom was heard in the sky before a familiar figure landed in front of the giant robot.

Then standing on top of a tripped chariot, Helix, who is in a superhero costume that looks green with a star in the center of his chest while wore a helmet. "Let her go, Dumerkas!" He demanded with a heroic tone.

"Mega Helix?!" Dumerkas asked in shock as Helen smiled widely before Helix flew up and smashed one of his legs. “My destructoids! No!” He cried as his robot began to tilt.

Helen was about to scream as she fell, but then Helix flew in and grabbed her. “Don’t worry, Helen! I gotcha!" He assured her as he gave her a decent look.

"My hero." She said as she held her hand up to his cheek and the two of them were about to share a kiss.

"Hey Helen. Hele?" Mega Helix spoke up before they could kiss which really confused her.





"Helen, wake up!" Helix shouted as Helen was startled when she set up from a bench. The group was in a town at a museum as Helen bought a comic book and accidentally fell asleep while on a bench.

"How long have I been asleep?" She asked before she stretched her arms.

"For a while." Sandbar answered as she got up. “Although I can't blame you, this museum isn't exactly as fun as I hoped."

"It's an art museum, and let's be glad Twilight didn't give us an assignment on all this." Smolder mentioned.

“Doesn’t make it any better.” Manny complained.

“You know, guys. One afternoon of culture won’t kill any of you.” Ocellus said in amusement.

“Unless it bores us to death.” Helix said as he took out some chocolate pieces and ate them.

“Hey, Helix, you think you can share some of those chocolates?” Ocellus asked before he tossed a chocolate bar.

"Sure, I managed to grab some from the gift shop.” He looks mentioned after taking another bite of chocolate.

“I’m surprised you managed to save enough.” Silverstream said with a smile as Ocellus gave them each a piece of chocolate.

"With what his mom cooks, I wouldn't blame them." Gallus mentioned before he looked at Helix. "No offense."

"None taken, the food is pretty gross. Worse than what my grandpa can make." Helix told them.

"So, what were you dreaming about?" Attea asked Helen as she looked away with a small blush.

"Oh uh…nothing, just how we could be even better superheroes if we tried harder.” She lied with a smile before they saw an alien ship flying overhead. "What was that?"

“I guess we’re about to find out.” Helix said with an exciting smile.

“Talk about timing.” Manny mentioned before they went off to see what the alien ship was about.





The ship soon landed in the center of town where a bunch of ponies saw it and gathered around. Helix and the others soon arrived before they saw the large alien step out and land with a thud. “Take me to your Bicenthium alloy.” He demanded as the ponies looked at him in silence before he raised his fist and slammed down on the ground, which created a shockwave that knocked some ponies down while the rest ran off while Helix and his friends hid behind a corner.

“Now, that’s just plain rude.” Sliverstream commented.

“Not to mention, weird words alien said.” Yona said in confusion.

“Well, somepony’s gotta teach ugly there some manners.” Helix said as he activated the Omnirix before turning to his four teammates. “You guys ready?”

"Ready!” His team called out as they prepared their gear.





At the museum, the adult ponies are watching a fountain. “Children?” Twilight called out while looking around to find the children.

“Don’t tell me they wandered off again.” Rainbow groaned in annoyance. “They kept doing this.”

“Something tells me they can get into trouble no matter where they go.” Delta said with a sigh.

“Well, where are they now?” Rarity asked before they saw an explosion down a couple of blocks.

“Uh, how about we check there?” Spike suggested nervously while pointing to an explosion.





On the streets, the large alien is still trashing the street before Fourarms comes down and tackles him. “Okay, tough guy.” Fourarms started with a look.

“A Tetraman?” The large alien asked in surprise. “Hey, this planet really is a dump.” He commented before he flexed and got Fourarms off him before grabbing him by the head and tossing him into a building. 

Just then, Manny came rushing in and punched the large alien in the face, knocking him back. “Yeah, well, there’s two of the four arms here!” Manny called while cracking his knuckles before Ocellus, who is armored up, Helen, and Attea came beside Fourarms as he came out of the building and knocked him back. 

"An Incursion, Glavanicmegmorph, another Tetraman, and a Kineceleran?” The large alien asked in surprise. “Wow, this planet really gone downhill.” He said before Helen whacked him many times and Ocellus blasted him to the ground.

And then, Sixsix appeared from the sky and started blasting at them.

“You!” Fourarms yelled.

“Sixsix!?” Ocellus shouted in shock. “What are you doing back here?!”

“Uh, I don’t think he talks, Ocellus, remember?” Fourarms reminded her as they dodged the lasers and hid behind the building as Sixsix fired missiles at them.

“Incoming!” Attea yelled as they moved out of the way and avoided the missiles as best they could.

Coming out of the corner is the adult ponies as they come up behind the rest of the Young Six. “We take it Helix and the others are fighting another alien?” Applejack asked the young group.

"And that's the alien that went after Helix in the desert." Twilight pointed out. “He must have escaped galactic jail."

“And might be wanting payback after what happened.” Smolder added as Sixsix flew up and fired more missles, but Fourarms and Manny grabbed them and redirected them back at Sixsix, who got blasted which sent him crashing down. Fourarms then went over and picked him up but before he could land another punch, Sixsix chopped some sort of small grenade which started electrocuting Fourarms.

“Helix!” The others yelled, but before Sixsix would fire his missiles at him, three flashes of light shined down in front of the ship as three aliens, one who was a squid with its brain in a jar, the middle one was a blue muscled alien, and the last one is a female Tetraman, while wearing yellow uniforms while the blue alien is wearing a cape.

Just then, Sixsix was surrounded by a blue aura as he was levitated up and was tossed away from Fourarms as he crashed next to the large alien. “No way!” Fourarms said with a wide smile.

“Okay. This is weird.” Fluttershy commented.

“Who are they?” Gallus asked in surprise.

"We know those three…" Delta muttered as he and his wife gave a dull look at the three aliens.

“Rescue formation Alpha 9.” The middle alien said as they charged at Sixsix and the large alien.

“It’s the capes.” The large alien said as he picked up Sixsix. “I hate capes!” He growled as he charged at them while Sixsix started firing his blaster.

The Middle alien dodged the lasers before shooting lasers from his eyes to take out his blaster. The female Tetraman charged in before she delivered a very powerful Thunderclap that sent Sixsix flying back and crashed into a wall. Fourarms then noticed her looking at him before she smiled and gave a wink at him.

“Ah?” Fourarms flinched back while Attea and Helen noticed this.

“Is she, hitting on Helix?” Helen asked in shock.

“Seems that way.” Attea said with a glare.

Meanwhile, the tentacle alien was dodging attacks from the big alien before he used telekinesis to lift him up high into the sky so the middle alien flew in and delivered a punch to send him crushing down on Sixsix. The three aliens then circled the two while Fourarms and the others watched.

“By the provisions set forth in the Galatic Code of Conduct, I order you to surrender.” The middle alien ordered with his arms crossed. “Will you yield?”

"Yield?! Are you serious right now?” Manny questioned them. "These guys try to kill a bunch of ponies, you got to do something before they try and pull something!" And he was right when Sixsix dropped another grenade that let out a red flash of light that blinded them.

And then once they opened their eyes, they saw Sixsix and his partner gone as the ship took off as Sixsix fired at the pillars of a building, which were about to crush Twilight and the others. “Fall in!” Fourarms yelled as he, Manny, and the female Tetraman quickly rushed up and grabbed hold of the pillars with their strength. “Hold it! Hold it!”

“You three may release your grip now.” The tentacle alien told them as he used his psychic powers to place the pillars back up straight before the middle alien used his laser eyes to seal the cracks back up so they wouldn't fall again.

"Nice one." Manny complemented before he and the others noticed the female Tedraman wrapped her arm around Fourarms.

"So, what's a big strong alien like you doing on a planet like this?" She asked as she was flirting with him. "Are you taking care of your little brother while you're here?"

“Little?!” Manny questioned in shock. “I’m taller than him if he wasn’t like this!” He called just as Helen and Attea looked extremely jealous.

"We make a great team, don't we?" She asked before the Omnitrix started beeping red on his shoulder.

“Yes. Saved by the beep.” Helen said in relief as Helix transformed back.

“Hey, where’d the rest of you go?” The female Tetraman asked after seeing Helix.

“Sorry, I’m just a colt.” Helix said to her. “I just get extra hands once in a while.”

"And we're pretty sure he's not your type." Attea mentioned as she and Helen stood next to him.

“So the rumors were true.” The tentacle alien said as he and the blue one came down. “The Omnitrix is in the possession of an equine youngling. We heard you were of somewhat limited mental capacity.” He noted as Helix gave him a look. “No offense.”

"That's our son." Delta spoke up as he and Dust walked up to them and showed off their plumber badges.

“We’re plumbers of this planet. And we have a feeling that you would remember us, right, Ultimos?” Dust said with a smirk on her face to the blue alien.

“Wait, Mom, Dad, you know these guys?” Helix asked in surprise.

"It's an honor to meet you again, Delta and Dust." The Middle alien mentioned before he looked at the others. "I am Ultimos, the specimen prime." He introduced himself before he gestured to the other two. "This is Synaptak and Tini. Together we are the Galactic Enforcers!" He declared as all three of them did a heroic pose.

Delta and Dust looked at them in amusement while the others looked weirded out. “Still the same team we remember.” Delta said in amusement.

Helix was amazed. “Whoa. The uniforms, the moves. You guys rock!” Helix cheered excitedly. 

“I’ll say!” Spike yelled out in excitement. “Finally, some other superheroes that are real other than the Power Ponies!” He called.

“Um, excuse me, but what are the Galactic Enforcers?” Rainbow asked up. “Because this is clearly an out-of-this-world kind of hero thing.”

“Oh, right. You all don’t know.” Dust said as she spoke up. “Everyone, these are the Galatic Enforcers. They are a group of alien superheroes who traveled the galaxy to protect it from threats.” She explained.

“During our plumber days, they were our allies when they helped us apprehend some aliens that were too tough for us to handle.” Delta said with a smile. “They come and go and find any threat the galaxy is facing.”

“As per the Galactic Code of Conduct, we hereby officially request clearance to operate in your quadrant.” Ultimos said to them.

“For you and your team, Ultimos, you’re welcome by us anytime.” Delta said with a smile.

Ultimos gave a smile in return. “Then we have much to discuss.” He said as he pressed a button on his belt, which created a portal beneath the group.

"This is awesome!" Rainbow shouted before they all suddenly got teleported up into space.







Once they were shot up, a spaceship above Equis was orbiting the planet as the Equestrians appeared inside. “Oh, I’ve forgotten how much I hate those transporter discs.” Delta groaned while rubbing his head.

“Way much different than the teleportation spell.” Twilight groaned as the rest of the Galactic Enforcers appeared beside them as they looked at the commissary.

"How cool is this, we really need an awesome ship like this." Helix told the others excitedly.

"Calm down, you're drooling all over the place." Smolder told him with her arms crossed.

"So, what do we owe the pleasure of the bounty hunter that went after my son?" Delta questioned Ultimos.

“Sixsix escaped incarceration and formed an alliance with the cretin Volcanus.” Ultimos informed.

“A Detrabyte.” Synaptak added. “Limited metal capabilities. All brawn, no brains. You know the type.” He said while looking at Helix and the others gave him a look.

“Did he just call us dumb?” Rarity asked while feeling insulted.

"But why are they here?" Dust asked and completely ignored Rarity's question.

"They were hired to steal… Element X." Ultimos answered as they just gave a confused look.

"What's Element X?" Pinkie questioned with her hoof raised.

“Element X can be used to form one half of a devastating explosion compound.” Synaptak explained.

“But why would they come to Equestria?” Twilight asked in wonder.

“Most likely in search of the other ingredient.” Ultimos said while showing a formula structure next to the Element X one. “Bicenthium alloy. It’s very rare. But rumored to be found on your planet. When combined, the alloy and Element X form an explosive powerful enough to destroy an entire solar system.” He said as there was a bright flash.

“So wait, you’re telling us that our entire solar system will go boom by these tiny components!?” Spike asked in shock.

“Just like that?!” Smolder asked as well.

"That makes it all the more reason to stop them.” Flash spoke up. "We better get down there and start--"

"Excuse me, but the galactic code is very clear on our protocol." Ultimos interrupted before he looked at Tini. "Tini, launch observers 1 through 5 and send them to the planet below." He said as Tini went up to the controls and sent out some probes down on Equis. “The observers will scan every inch of the city and locate the perpetrators.” He explained as they watched the observers go down to the planet.

“Okay, you fellars are prepared for anything.” Applejack commented.

“We are. In the meantime, perhaps a tour would be in order.” Ultimos said with a smile. “If that’s okay with you two?” He asked Dust and Delta.

"That's fine." Delta replied.

"It would be an honor to see how an alien ship works." Twilight said with a smile.

“Oh, I’m sorry.” Ultimos said to Twilight. “But the Galatic Code is quite clear. Provision 373-837. No civilian visitors in secure areas of the ship. You and your Equestrian friends must remain here on the bridge.” He instructed.

“Aw, really?” Pinkie complained while the others were shocked by this.

“Helix, Ocellus, Manny, Helen, and Attea, Tini will show you five around.” Ultimos said as Tini grabbed Helix and placed him on her shoulder as he laughed.

“Hey, how come they get to go?” Smolder complained.

“Wearing the Omnitrix and having a team grants them full hero status." Ultimos answered before Helix and Tini went to tour the ship. Helen and Attea got jealous looks on their faces again before they noticed Synaptic having the same look as they walked out.

“Don’t worry about us. We’ll be fine! Super jerks.” Rainbow muttered as Delta and Dust gave them a stern look.

“Sorry, ponies. But the Galatic Enforcers are very strict with their codes.” Delta said to them. “While they find allies like me and Dust to handle the big threats, they know that keeping other civilians safe is the most important part.”

“And when they follow protocols, they follow them hard.” Dust added.





"Whoa, now this place looks more amazing than the plumber base." Attea complimented them as they were in the training room of the ship.

"Kids, come over here, I want to show you want something." Ultimos called out as a gesture for them to come over before he pressed a button on his belt and the floor opened up to lift up a table. Then suddenly a Giant Book fell down as the others looked at it.

"What's this?" Manny asked while pointing at the book.

“This is the Galactic Code of Conduct.” Ultimos answered. “Every Galactic Enforcer must learn the rules so that they may live by the rules.

“Wow. That is one big book.” Ocellus said in surprise. “There must be hundreds of pages in here.”

“Thousands, actually.” Ultimos corrected.

“Oh, man. Superhero homework?” Helix asked.

“Well, the first 12,000 pages are admittedly a bit dry, but after that--” Ultimos admitted before the alarm went off. "The Observers have discovered something!" They all rushed to the bridge where the others were still in before a holographic image showed both Sixsix and Volcanus in a mining area where they were searching around.





Sixsix flew over Volcanus, who was moving some boulders with a claw as he spoke in an alien language to him.

“Yeah, well, it would go faster if you helped, too.” Volcanus complained as the Observer kept spying on them.





“That’s a strip mine.” Twilight stated after seeing the area. “Looks like they’re after iron ore.” She theorizes.

“Is that the missing ingredient?” Delta asked the Galatic Enforcers.

“If it is, we’d better get down there.” Ultimos said with a serious look. “But we could use some help.” He said before he turned to Helix and his team. “Helix, would you and your friends consider a temporary Commission in the Galactic Enforcers?"

"Good idea." Tini told him with a smile.

"Bad idea." Synaptic replied.

Ultimos looked at his two teammates with a brow. “It would seem that I am the deciding vote.” He said as he thought for a moment before smiling. “Let’s get you all in uniforms.” He declared as the group smiled.





A bit later, Helix and his team stepped out while wearing the Galactic Unicorns, while Attea, Helen, and Ocellus wore female versions of the costumes with skirts like Tini, Manny wore an armored version like Tini, but in a male version, and Helix wore a suit similar to Ultimos.

“Presenting Ultra Helix, Galactic Enforcer!” Helix declared as the others watched as Helix walked off, but he tripped and fell to the ground. “I’d meant to do that.” He said.

“Maybe you should’ve ditched the cape, man.” Manny suggested as Helen helped Helix up.

“What? Capes are cool.” Helix said with a shrug.

“Only when their the right sizes.” Helen said as she and Attea adjusted their skirts. “Seriously, these are a little unfitting.”

“You’re telling me sister. They could at least make them more smaller sizes.” Attea said in agreement.

"But what about the rest of us?" Applejack questioned.

"I'm afraid the GCC is quite clear about the participation of non-superpowered beings." Ultimos mentioned. "You all will be safer here." Synaptak then used his power to put up a barrier to keep them in the cockpit.

"Hey, no fair!" Rainbow complained as she beat on the barrier.

"Don't worry, will be back once we kick Sixsix's can back into outer space!" Helix declared before he took a bite of some chocolate. “Hey, you want some?” He asked while offering some chococlate to Ultimos.

“Ah, local cuisine.” Ultimos said with a smile as he took a piece. “I certainly wouldn’t want to offend your planet’s customs.” He said with a smile, which caused Delta and Dust’s eyes to widen in panic when he ate it.

“Wait! Ultimos!” Dust called.

“You can’t--” Delta called, but it was too late as the heroes teleported away. “Eat those.” He finished while giving a worried look.

“Wait, why wouldn’t Ultimos eat chocolate?” Pinkie asked in confusion. “Chocolate is delicous!”

"Only to Ultimos…" Delta muttered with a worried tone.





In the cavern where both Sixsix and Volcanus are mining, Volcanus placed some iron ore into a containment bin as Sixsix hovered above holding the canister with the Element X crystal inside. “Once the ore has been purified, it can be fused with Element X, and then boom! The galaxy will be at our feet.” Volcanus said with a smile as the two continued on.

“Well, at least we know that the iron ore is the right ingredient for that X thing when purified.” Manny said to them.

“Now, we got ‘em.” Helix whispered with determination. “We’ll catch them completely off--” He stopped when he saw something that made him concerned. “Ultimos?” He asked as they turned to him.

When they turned to Ultimos, he lost his muscles and was shriveled up to skin and bones while his color was brownish-grey while he held himself while shivering. “Cold! So c-c-cold.” He shivered as he tripped and was about to fall until Synaptic caught him.

“What’s wrong with him?” Ocellus asked in concern. “He was fine just a second ago.”

“It appears to be synchrolaxonite poisoning.” Synaptic summarizes before noticing something on Ultimos’ cheeks. “Well, what is this?” He asked as he wiped his cheeks, which was the chocolate Helix had given him earlier.

“I just gave him a little.” Helix said in shock. “I was trying to be polite.” He added in defense.

“You did this?” Synaptic questioned before giving Helix a glare. “I suspected you could not be trusted.”

“Hey, leave him alone!” Attea said firmly. “He didn’t know!”

"And besides, chocolate as a weakness is pretty lame." Manny mentioned.

"Don't worry Tini, he'll be fine in a few hours." Synaptic assured her before he gently laid Ultimos down to rest before he glared at Helix. “You'll be dealt with after these rogues are behind bars." Helix flinched back before they saw him fly up out in the open. "Galactic Enforcers, engage!" He called as Sixsix and Volcanus turned to them.

“Why would you do that?!” Helen called out.

“As the temporary leader, I announce our presence with authority.” Synaptic said while clenching his tentacle.

“And let the bad guys know we’re here?” Helix questioned with a look.

“What’s your point?” Synaptic questioned before a chariot was tossed at them, which Manny and Tini tried to block but Synaptic used his powers to levitate it aside from them. “By provisions set forth in the Galactic Code of Conduct, I order you to surrender.” He ordered Sixsix and Volcanus.

The two aliens looked at each other before they split up as Sixsix started firing at them while Volcanus grabbed a crane and tossed it at them while the heroes took cover. “Hey, squid dude, does that ever work?” Manny questioned.

“Because just telling them to surrender is like trying to ask the sun to stop shining!” Attea added in irration.

"Are you ready to become a Tetraman again?" Tini asked Helix.

"Not at this moment, we're going to need some speed." He said as he activated the Omnitrix and programmed the alien he had in mind. Once the core popped up, he slammed it down and transformed into XLR8. "Let's split up. Me, Helen, Attea, and Ocellus will distract Sixsix while the rest of you take on Volcanus."

“Roger that, Helix.” Manny said with a nod as XLR8 and the girls took off and charged at Sixsix while Ocellus returned fire.

“Helix, wanna start making cyclones together?” Helen asked with a smirk.

“You read my mind.” XLR8 said as the two speedsters got below Sixsix and ran really fast together to create tornados that spun Sixsix around in the air as Attea then grabbed him with her tongue and tossed him to a wall and Sixsix fell to the ground.

Sixsix then pressed up on his wrist and send electricity right up her tongue and electrocuted her. “Attea!” Ocellus cried out before she was hit by a missile by Sixsix, which knocked her down.

“Girls!” XLR8 cried as a crane fell right in front of him and Helen.

“Helix, stop!” Helen called as the two speedsters stopped but they fell on their backs as Volcanus raised a machine over them.

“Get away from them!” Manny yelled as he and Tini ran up to Volcanus and delivered a double punch that knocked him down. Tini then came up to XLR8 and Helen as she helped them up.

“What are you doing? You’re supposed to be attacking Sixsix.” XLR8 reminded them.

“Tell that to them. Tini wanted to protect you, man.” Manny said while gesturing to Tini.

"No, I must protect him!" She declared before Volcanus got her by surprise by slamming a large machine on her before knocking her down.

“Tini!” Synaptic yelled as he then used his powers on Volcanus, which knocked him back. What they didn’t see was Sixsix standing back up as he sent a beam at Synaptic, which shocked him as he fell to the ground. The two aliens then walked up to the down heroes.





Back on the ship, the others could see the others weren't doing so well against the two aliens. “They’re getting their butts creamed out there!” Smolder exclaimed.

“We gotta do something or their toast!” Rainbow called.

“Already on it.” Delta said as he typed on the console. “I’m programming in the coordinates from the spaceship. We should be beamed right down into the pit.”

“Should?” Spike asked nervously as Delta pressed the button and they teleported.





Back down, XLR8 and Helen were dodging blasts from Sixsix as they both ran around as fast as they could. “Helix, this isn’t working!” Helen called.

“I know! We need a new plan!” XLR8 called as he ran up a wall and jumped at Sixsix, knocking him down as they continued on just as Twilight and the others teleported.

"Duck!" Rarity shouted as they all ducked down when they nearly got hit from one of the blasts.

“Maybe you could’ve teleported us someplace that is not in the middle of a battle!” Sandbar suggested nervously as he dodged another blast before a machine was falling towards them.

But then XLR8 and Helen sped towards them and moved them out of the way before it fell as they landed with the other heroes. Volcanus turned to Sixsix, who pointed to the crate filled with iron ore as he picked it up and walked off.

“Why didn’t we stay in that nice safe spaceship?” Fluttershy asked nervously as the Omnitrix timed out and XLR8 transformed back into Helix. 

"I think we have bigger problems." Flash mentioned as the two rogues headed back to their ship before Sixsix took aim at the cliff and fired multiple missiles to cause a rock slide.

“Rock slide!” Applejack yelled as he turned to the other heroes, who struggled to break as Helix gave a smirk as he got an idea.

“This looks like a job for Ultra Helix.” Helix said with a smirk as he stepped forward. “Only I can save Tini.” He said, which got Synaptic’s attention as he floated forward and pushed Helix back.

“One side, youngling.” Synaptic said as he used his powers to shield them from the rock slide as he blasted them away, but then floated down to Tini, who gave him a grateful smile.

“You knew to get him into action after saying that, did you?” Attea asked Helix with a smirk.

“It’s a gift.” Helix said with a smile as they turned and saw the two aliens’ ship take off.

“But we still lost Sixsix and Volcanus.” Dust said in worry.

“The Bicenthium ore and the Element X can only be bound together by an enormous amount of heat." Synaptic informed them.

"Like the magma from a forge in a steel mill?" Twilight question with realization.

"Are there any such facilities in this area?"

"Uh hello, we're in Hoofsburgh." Rainbow spoke up. "This is known as Equestria's steeltown."

“Interesting theory,” Ultimos said as he recovered from his poisoning as he walked up to them. “But according to the protocol in the Galactic Code of--”

“Ultimos, just stop.” Delta interrupted firmly. “So far following protocol only lets the villains get away with their crime."

"My dad's right, you're on our planet and that means you do things our way." Helix told them as they all grinned at the idea.





At nightfall, Volcanus and Sixsix are at a factory as they are melting down the ore as Sixsix spoke to Volcanus. “Don’t blow a gasket, partner. Only the purest mixtures are combined with Element X, to give us the explosive we want.” He reminded while gesturing to Element X before he brought his hand out of the lava and gave a laugh. “Perfect.” He said before the building shook as Sixsix ready his weapons.

Coming from the roof is the Galactic Enforcers as they floated down. “You capes never learn.” Volcanus shook his head in amusement.

“Wrong.” Gravattack’s voice called as the two aliens turned to him. “Galactic Enforcers. Formation: Surprise party!” He called as he floated towards Sixsix and pushed him back with his powers.

“Galactic Enforcers, engage!” Ultimos called out as the three heroes charged at them.

Meanwhile, Twilight and the others went up to the control panel and started to use the main controls. "Mixing a forge is just like baking a cake, if we mix up the recipe then Element X won't bond to it and we won't explode!" She told the others as they got to work on stopping the bad guys.

Sixsix got his bearings as he started firing at Gravattack, but he avoided the shots as Helen then sped towards Sixsix in a blur as she started punching him repeatedly before Sixsix smacked her aside, which caused her to fall into a cauldron but she was caught in a green aurora as she turned and saw Gravattack using his powers.

“Don’t worry, Helen. I gotcha.” Gravattack said with a smile, which made Helen smile widely with a light blush since he said the same thing in her dreams.

“You’re my hero.” Helen said fondly.

Attea then swung at Sixsix with her tongue and punched him down while Ultimos was fighting Volcanus while punching him back, but Volcanus punched him down as Manny and Tini tried to hit him, but Volcanus punched them in the guts as Ultimos tried to attack again, but Volcanus flips him on the ground. Soon Helen spun around him a few times to make him dizzy before Manny, Ultimos, and Tini delivered a punch right into his jaw and sent him flying into the forge.

“Now that’s how we fourarms punch.” Manny said with a smile.

With Helen, Gravattack, Attea, Ocellus, and Synaptic, they are facing Sixsix as he brings out an electric whip, which wraps around Synaptic as he groans in pain before Gravattack charges at him and knocks him back, freeing Synaptic as he falls to the floor. “Oh, this is exhilarating, isn’t it?” Ultimos asked Trini and Manny. “No plan. No rules. No…”

“Watch out!” Manny called as he pushed Tini and Ultimos to avoid an incoming fireball that Volcanus threw at them from the forge. “I know you guys are liking our way, but how about staying focused on the missing, okay?” He asked.

Volcanus then noticed the forge starting to move until he saw Twilight and the others using the controls and knew what they were doing. He then tossed another fireball at the control room as he destroyed the console while the others moved out of the way before they were hit.

“The controls are smashed! I can’t control the mix from here!” Twilight exclaimed in worry while Ocellus flew around while firing her shots at Sixsix, who’s returning the blast while avoiding the shots.

But with Sixsix distracted, he didn’t see Gravattack coming up from behind and smacking him down before coming up behind him and using his orbit to catch him and send him flying. They then saw Volcanus about to pour in the Element X into the mix before Tini slammed the ground to make him lose his balance and drop the canister. Helen quickly raced and caught the canister before she quickly dropped it from the intense heat that was on it. "Owowowow! That's hot!" She exclaimed in pain.

Volcanus and Sixsix walked up to her as she tried to run away with the Element X, but Sixsix sent a bola leg trap that was tied around her legs made her trip and dropped the canister as Volcanus picked it up and ran back, but then Synaptic used his powers to drag Sixsix back while Ultimos carried Tini as he toss her to Sixsix as she punched him down and landed behind him as the three Galactic Enforcers surrounded him.

The three charged at Sixsix, but he sent a shockwave that knocked them back as Volcanus climbed back up and ran toward the forge. But then Synaptic used his powers to move a cauldron as Tini ran up to Volcanus and shattered Element X as Ultimos used his super breath as lava was poured down on Sixsix and Volcanus as they were trapped in hardened lava as the heroes huddled together.

“Don’t know if it’s art, but I like it.” Gravattack said with a smile as the others nodded in agreement.





A bit later, the others are outside the factory while Ultimos is carrying the two aliens as he places them down. “Listen. About that, uh, Tetraman thing.” Helix said to Tini uncomfortably.

as Helen and Attea quickly looked surprised at him.

"It is alright, because I found a new partner." Tini told him before Synaptic floated over to her. "Check out the frontal lobes on this guy."

"Huh, guess she has her own unique taste." Rarity whispered as they watched the two walk off together.

"Helix, you and your team with your unorthodox methods are exactly what we need to defeat this new breed of criminals." Ultimos said when he walked up to them before a few badges of their symbol. "We officially extend to you a full commission in the Galactic Enforcers."

Helix smiled as he took the badge. “Thanks, but no, thanks.” He said as he turned to the others. “I’m already part of a super team.”

Ultimos smiled. “Keep it in hopes that we meet again someday.” He said as he walked up to his team. “Galactic Enforcers, away!” He announced as they teleported away as the others smiled.

“You passed down a chacne to hang out with alien heroes just to be with us?” Rainbow asked in surprise.

“Hey, I was already on a team before meeting them.” Helix said with a warm smile. “I’m better off with you guys.” He said as his friends smiled warmly at him for his words, knowing that his friends and family would never be replaced with any other team of hers as they all walked up to their mobile base and continued their summer trip.
> Chapter 20: The Root of the Problem
> --------------------------------------------------------------------------

It was a cold rainy night in Equestria as the mobile base was coming around the mountains while the young ones were having a discussion. "You're kidding, right?!" Manny asked in disbelief.

"I'm serious and you won't change it no matter what!" Helix replied with an annoyed tone while he was scratching his back hoof. "And it was Misty's turn this year!"

"And you're saying she already picked the cake, color-coordinated the balloons, and sent out all the invitations?" Ocellus asked with confusion. "All six months in advance?"

“Yeah! She even gave one out to me!” Helix said while showing the invitation his cousin gave him as he tossed it away and scratched his back hoof harder.

“I’m just gonna say it, your cousin is more organized than Twilight.” Rainbow said while gesturing to Twilight. “And also to Pinkie Pie since she always plans these parties ahead.”

“Yes-siry!” Pinkie said cheerfully.

“Even I’m surprised she’s that organized.” Twilight said with a slight chuckle.

“She really planned out her birthday alright.” Helen commented.

“Well, I’m not going!” Helix said firmly while placing his back hoof on the table. “Mom and Dad are taken my for laser tag for my birthday.” He said while scratching his hoof harder.

“But you shouldn’t miss your cousin’s birthday.” Fluttershy said with a frown.

“I would rather be in Pinkie’s rock farm then to go to Misty’s since we shared the same birthday for ten years.” Helix said with an annoyance.

“Now, now. You two shared the same birthday for years, and if you two don’t stop arguing over things, neither of you will make it to eleven.” Delta said firmly to him. “I know you and Misty don’t see eye to eye, Helix, but you two could learn to get along every once and a while.”

“Easy for you to save to have a cousin who is over organized.” Helix said while rubbing his back hoof harder as he groaned in irritation. “Geeze, my back hoof is really itchy!” He exclaimed as he kept scratching.

Twilight inspected his hoof and cringed. “Yeesh, Helix. I think you might be having a fungus.” She said before Dust pulled out a spritz bottle.

“I might have something for that.” Dust said as she gave Helix the bottle. “Here, son. Try this on your hoof. It can get rid of all kinds of fungus.”

"Athletes hoof powder?" Helix read the label. "Well I am an athlete, so it fits perfectly." He started to spray the powder on his hoof as they continued down the road.

"Where we go next?" Yona asked the adults.

“Don’t know yet. But this storm is really coming down.” Delta said as a colt walked up to the road with one hoof over the other before he noticed the mobile base disguised as a carriage coming down.

"They're coming, you gotta help me!!" The colt called out before Delta noticed him and quickly applied the brakes.

“Whoa!” They all exclaimed as the mobile base skid on the road as the colt screamed and duck, but he slipped and grabbed onto a branch on the edge as Helix rushed out.

“Jetray to the rescue.” He declared as he activated the Omnitrix and slammed it down, but transformed into Gax instead. "Oh come on, can’t this thing ever get it right?!" He questioned as he had no time to change to another alien or complain as he rushed to the cliff. The colt hand’s slipped from the branch as he started screaming as Gax jumped down and grabbed the colt. “Got ya!” He called as he curled up when he place the colt in his chest.

They fell down the hill and knocked a tree down as Gax rolled on his back with the colt ontop of him as the colt shook his head and saw Gax. “You okay?” He asked before the colt shrieked and fainted. “Uh, I’ll take that as a no.” He said.





Later he climbed back up the cliff and took the knocked out colt inside the mobile base as he rested on one of the beds. “A few scrapes and bruises, but he'll be fine.” Fluttershy told the others after inspecting him. "He's just out cold from shock."

“His name’s Wood Chopper.” Twilight said.

“Whoa! How’d you know that?” Rarity asked in surprise. “Mare’s intuition?”

“No. It’s because he’s wearing a nametag.” Twilight said as she moved Chooper’s towel that showed his name on his shirt. "So he must go to the camp that we passed by a couple miles back."

"Ugh! And that is one scary looking rash he has on his hoof." Gallus mentioned as he was poking something on Chooper's left hoof

"It looks more like some sort of fungus, but none that I've seen before." Twilight mentioned after seeing it while Gallus just kept on poking it.

“We should turn back and take him back to his camp. They must have a nurse that could help him.” Flash said as they nodded.





After driving back around, the group entered through the camp’s sign as thunder rumbled and rain kept pouring down as they made it to the camp and quickly entered the mess hall. Once they entered, they saw that the mess hall was a complete mess. "Hello! Anypony here!" Pinkie called out as they saw scattered chairs and a few plates of food on the table while one table was flipped on its side.

"Man, this place looks abandoned." Manny mentioned as they got a good look around the place.

"Yup, it's definitely abandoned." Attea said as Applejack walked up to one of the plates that had spaghetti on it and covered her hoof over it.

"But the food is still warm though." She told them after feeling the heat coming off of it.

“Well, whatever happened, they left in a hurry.” Delta said suspiciously as thunder crackled and the lights turned off.

Twilight and Rarity used their horns for lighting while Delta and Dust brought out some flashlights as they looked around before spotting the door was open and Helix was nowhere to be seen. But they heard odd sounds before they turned to see Helix sitting down and eating the plate of spaghetti. After slipping up some of the noodles, he noticed them giving him an odd look. "What?!" He asked before swallowing the food. "I'm hungry, don't judge me."

“Here, you’ll have to share the flashlight with the others.” Delta said as he gave Helix the flashlight before they heard clanging sounds.

“What was that?” Sliverstream asked nervously. They pointed the light towards the kitchen door before a shadow puppet suddenly appeared in front of it. Gallus was making that shadow puppet as his friends let out a groan but Silverstream giggled at that. Soon light shined through the kitchen window before they cautiously entered the kitchen. They then carefully looked around for the source of what made the noise as they walked in.

“This place is like one of those horror stories.” Spike said nervously as they then saw four eyeballs looking at them as hey screamed and Helix dropped the flashlight as it poiting to the glowing eyebrows to reveal to be a colt with a blue and red coat and a filly with a red mane and blue coat, both wearing the camp uniform.

“Is it safe to come out?” The two foals asked in unison and fear as the group looked at them in surprise.

"Oh my goodness, are you both okay?" Fluttershy asked the two foals as they crawled out of the cabinet.

"For…" The colt started.

"Now…" The filly finished.

"What happened here and where are all the campers?" Flash asked them.

“We heard something outside, but…” The colt started.

“We were too scared to come out.” The filly finished.

“I’m Fire Juice.” The colt greeted.

“And I’m Water Clear.” The filly said next.

“We’re twins.” The two twins said in unison before thunder crackled as they ran in fear and hid behind Twilight and the others.

“Where’s the camp nurse?” Twilight asked the twins in wonder.

“G-Gone.” Fire said nervously.

“With all the others.” Water added.

This made them worried as Dust walked up to a phone and tried to call, but nothing. “The storm must have taken out the land lines.” She said in worry. “Let’s get back to Gilbert. We’ll drive into town to a nearby hospital.”

"Good, because to be honest, this place is giving me the heebie jeebies." Spike mentioned before they all rushed back to the mobile base. The twins were a little amazed about how big it was on the inside and high-tech as well before Twilight hovered a few clean towels over to the wet young ones.

“Here, to help you dry off.” Twilight said while passing some towels around. “Sorry, there’s not enough clean ones.”

“That’s okay.” Fire said with a smile.

“We’ll share.” Water said as the twins wrapped the towel around them.

Ocellus and Silverstream shared one as well, as did Yona and Sandbar, so did Manny and Helix. But those like Gallus and Smolder, as well as Helen and Attea, fought over their pairs as they are tugging on the towels. “Let go!” The two groups exclaimed to each other while the others looked at them oddly.

“A couple of kids we know could learn a thing or two from you guys.” Delta said in amusement as he rubbed Fire’s mane and walked up to the wheel.

“Who?” Gallus, Smolder, Attea, and Helen asked in confusion as Delta tried to start up the engine, but then he heard squeaking sounds, which made him go into the loop.

"What's up?" Manny asked before Delta got out of the vehicle and checked the engine.

"Huh, now that's really strange." He said as Helix walked up next to him.

"What, what is it?" Helix asked before he saw the engine covered in some sort of mold all over it.

"It's some kind of fungus, but it's like the one on Chopper's hoof, a very unknown fungus." He said with a brow. "But how did it get on the engine?"

“Well, whatever the case, it looks like we’re stranded here for a while until we get this fungus off the engine.” Dust said to them. “Let’s head into one of the cabins.” She said as they didn’t notice some living things like mushrooms were spying on them as they entered the cabin as Dust placed Chopper down on a bed.

Helix sat on the bed as he groaned as he kept scratching his back hoof. “Not again.” He muttered as he place some hoof powder, which got the twin’s attention.

“Athlete’s hoof?” Water asked.

“Everypony gets it here.” Fire stated it.

“Now, everyone remains put and keep an eye on Chopper. We're gonna see what we can do.” Twilight told the Young ones. "Me, Flash, and Rainbow will try to fly into town to see if we can find anyone to help. The rest of you stay here and try to make some dinner for later." They then left the young ones behind before they realized that Dust and Delta were in charge of making dinner with the others.

"Your mom and dad making a meal, and knowing what kind of meal it is." Manny said nervously.

“Now there’s a scary thought.” Helix said as he put his hoof powder away.

"There's got to be a care package around here somewhere, parents usually send them to their kids when they feel homesick." Helen mentioned before she and Attea started searching for one until they both found one under a bed and started to fight over it.

“Found it!” The two girls called before they glare at each other and started fighting over it.

“Can’t you guys just just share?” The twins asked while each giving a dull look.

“Actually, I don’t think they can.” Manny said dully. “You two wouldn’t understand.”

“Uh, Manny, they’re twins.” Applejack reminded him. “As in, born on the same day.”

“I knew that.” Manny said in embarrassment as Attea and Helen kept fighting over the care package.

“They’re here! All around us!” Chopper yelled as he woken up, which startled the others as Attea and Helen let go of he care package as the continents fell out.

“Who’s here?” Ocellus asked before they heard Delta and Dust screaming.

“That’s my parents!” Helix called out in concern before they heard screams that belonged to Twilight, Flash, and Rainbow Dash. “And that must’ve been Twilight, Rainbow, and my cousin!” He was about to rush out of the cabin, but Chopper tackled him down before he could exit the door.

“Don’t go out there!” Chopper pleaded as he looked around. “They’ll find you!”

"Relax, I got my own animal instincts." Helix told him as he held up the Omnitrix.





Spidermonkey was seen swinging through the forest as he was looking for any signs of his parents, his cousin, Twilight or Rainbow Dash, not even paying attention to the mushrooms growing on some trees until he spotted some sort of carriage up ahead. "What's that doing up a hill?" He asked himself before he went over and his eyes went widen when he saw.

There was a giant hole on the ground with fugnus roots sprouting while giant mushrooms surrounded the hole as Spidermonkey jumped down and rushed towards the hole. “Wow. The fugnus must’ve grew really fast, because there’s so much here.” Spidermonkey said as he looked down at the hole. But then, some tentacles shot out and bursted up. “Oh boy.” He said as he was about to rushed off, but the tentacles grabbed him as he tried to break free. “Hey! Let me go!” He called as he was dragged into the hole as he fell down as he screamed.

Spidermonkey fell as he then turned and started pulling himself free as he broke a vine, but then he saw his parents, his cousin, Twilight, and Rainbow wrapped in vines. “Helix!” Delta yelled.

"Get out of--" Twilight tried to warn before more Roots started wrapping around them and pulling them deeper into the cave.

"No!" Spidermonkey called out before he got free of the roots and started to chase them down. But then the Omnitrix started beeping as he transformed back to normal as he tripped on the floor. “No! Not now! Guys!” Helix cried out before he saw the large mushrooms moving as they had eyes and two mouths. They all walked towards him before he started to run away from them.

He ran down the tunnel before a sprout grew behind him as it opened up and closed as Helix fell to the ground as the mushrooms tackled him. But Helix managed to get away in time as he rushed out and climbed the hole while avoiding the tentacles before going to the carriage. “How do you work this thing?” He asked as he got it going. “I’m taking you guys out at the root!” Helix then drove the carriage and cut some of the vines and took the mushrooms down, but the tentacles crawled around the carriage as Helix jumped out before the tentacles picked up the carriage . “Okay. So much for that idea.” He said before the tentacles threw the carriage as it collapsed on the ground as he rushed off.

 More tentacles were coming before the trees above reached down and picked him up. "Now what?" He exclaimed before the trees set him down gently any saw a brown stallion earth pony standing in front of him.

“Go! Get out of here!” The stallion called as he then stompped his hooves down as some vines grew and blocked the mushrooms and the tentacles. “It’s not safe here!”

“W-Whoa! Who are you?!” Helix asked in shock.

"Later, now we need to get as much distance away from them as possible!" The stallion told him as they both ran back to camp.





In the cabin, the others waited for Helix to return before he and the brown stallion rushed in and quickly closed the door. “You won’t believe it! There are--”

“Killer mushrooms everywhere!” Chopper exclaimed.

“And they took over the camp!” Applejack finished as Helix looked surprised at them. "Chopper filled us in."

"Right, and they took my parents, Flash, Twilight, and Rainbow!" Helix quickly told them.

“Oh no!” Fluttershy cried out.

“They must be a-a dormant spiecess that came alive when the camp dug in this new area.” Chopper theorizes. “See, that’s what I was trying to tell you when your mobile home almost ran me over. We gotta get out of here!”

"I will get you all out of here." The brown stallion told them.

"And you are…?" Attea asked him.

“Name’s Venus Bloomer.” Venus said to them with a serious look. “I’m the one who got the campers out of here before the mushrooms invaded. But I didn’t account for you three still being here and some unexpected visitors.” He explained. “Now come along! I can get you all out of here.”

“I’m not going without my family or my friends!” Helix said firmly as he walked out of the cabin.

"That makes two of us!” Applejack declared as she followed Helix out.

"Wait for us!" Helen called out as the others followed behind them.

"You don't understand how much danger we're all in right now." Venus told them.

"Oh yeah, does this mean you know what they want?" Manny questioned him.

“Oh, I do. They want…” Venus was cut off when a giant spore sprouted in front of them.

“Ah! They want us for plant food!” Helix called as they ran back to the cabin, but another spore grew inside.

“Everypony, out!” Fluttershy yelled as they all rushed out before the cabin was wrecked as they all looked as more and more spores sprouted around them until they stopped.

"Okay… they stopped. That's good, right?" Pinkie Pie asked.

"Actually, it's worse than before." Chopper spoke up nervously. "Those are puffballs containing billions of mushroom spores."

"Right now the mushroom creatures you all saw are still maturing, and if they fully mature and release those spores, they will spread across the entire world." Venus told them. "No creature will stand against them when that happens."

"All the more reason to stop all of this.” Helix said with determination. "Helen, you come with me to where I saw them last. As XLR8 and with your speed, we'll find them in no time and we'll start chopping them up by the roots."

"That won't work." Venus told them. "Even if you get them by the roots, they'll still grow back."

"H-He's right." Chopper agreed. "The only way to eliminate a mushroom is to destroy its mycelium."

"My-what now?" Helix asked in confusion.

“It’s brain.” Fluttershy translate.

“You guys know way too much about mushrooms.” Sandbar commented.

“We’ll see ya. Come on, Helen.” Helix said as he and Helen walked off.

"Wait, we're coming with you." Attea spoke up as she gestured to the rest of him.

"No, I am." Venus spoke up. "You're going to need my help if you're going to find your friends and parents."

"And besides, the rest of you need to stay here and protect these three campers while we're gone." Helen added. "No telling how many mushrooms are out there."

Attea gave a thoughtful look before she spoke. “Becareful.” She said as they nodded and rushed off.





In the forest, Helix, now as XLR8, Venus on his back, and Helen rushed through the forest as they saw the whole as more mushrooms grew. “It’s worse than we thought. More and more mushrooms are growing at a fast rate.” Venus said in worry.

“This isn’t good.” XLR8 said.

“No it’s not.” Helen said as the three entered the whole as they search the cavern at highspeed. “Guys?” She asked before more mushrooms came to life.

“Keep moving!” Venus called as they rushed off. They soon raced down the tunnels as they searched for Helix's parents, Flash, Twilight, and Rainbow.





Meanwhile at the camp, Applejack and the rest of the girls were keeping the young ones safe as they tried to stay clear of the mushroom spores. “Maybe if we can make it ot the dining hall, we can barricade ourselves in the kitchen.” Ocellus suggested as she got her armor on.

“And fight these things off with that, a spatula?” Fire questioned.

“We’re so dead. I hate it, hate it, hate it here!” Water cried as the ground shook and a giant mushroom sprouted from underneath them and the twins got stuck on top of it. Soon at the top of the mushroom opened up and a bunch of tentacles grab the twins before pulling them inside.

“Okay, that’s not right!” Attea yelled as she looked around to find a weapon.





Underground, Helem. XLR8, and Venus are searching the tunnels as some tentacles grew to them. “Watch out!” Venus yelled as he stomped his hooves down and used some plants that were green to block the tentacles from grabbing them. Helen and XLR8 then started chopping them up as fast as they could until they were gone.

"Keep your roots to yourself!" XLR8 quipped before he looked at Venus. "Which way to go now?!"

Venus placed his hoof to the ground and felt an energy surge through the roots as he pointed to the right. “This way!” He called.

“Wow, you are good with these powers.” Helen commented.

“Why thank you. Eversince I had them, I’ve been more of a guardian plant angel. I can control plants, grow them, and even sense which way they’re connected.” Venus said with a smile.

“Well, you can tell us more once we free the others.” XLR8 said as the three ran down the tunnel to the right.





Back at the camp, Applejack was firing arrows at the large mushroom until it went down. Manny then pull both twins out of the giant mushroom as they coughed from the lack of air. They then run when they saw some more mushrooms grew around them. “Move it!” Manny called as they went upt to the climbing wall.

“We need to get to high ground!” Spike yelled out

“But the rock wall is only for the older campers!” Water pointed out as some mushroom minions came up from behind them.

“Sorry, darling. But right now, some camp rules are meant to be broken.” Rarity said nervously.





Somewhere deep in the caves, Twilight slowly regained consciousness as she noticed she and the others were surrounded by some sort of fungus as some roots had them pinned to the wall. “W-Where are we?” She asked nervously as she tried to use her magic, but then saw that some roots were wrapped around them. “I-I can’t use my magic.”

“These roots must be keeping us from trying to escape, even by magic users.” Delta said as he looked around.

Rainbow struggled to break free as she kept pulling hard. “I can’t break free! They’re like steel cables, with sap!” She exclaimed.

“Eh, I can’t believe we got caught by plants.” Flash said with a look. “Should’ve seen this coming.”

"It's obvious these are no ordinary plants.” Dust mentioned before they saw something cutting away the fungus that blocked the entrance. They then saw XLR8 and Helen coming through with a brown stallion behind them. 

“Guys!” XLR8 called as he and Helen rushed to them as the brown stallion got off of Helix as they started pulling on the vines.

“Helix? Helen?” Twilight asked in surrpise.

“Save your strengths. We’re getting you all out of here in no time.” Helen said as she and Helen kept cutting the vines. But then, the Omnitrix beeped as Helix transformed back. “Oh boy.” She muttered.

“No!” Helix cried out.

“Okay, that’s bad timing.” Venus commented.

“Guys, behind you!” Flash yelled as more tentacles started swarming them as Helen tried to claw them away, but more kept pouring and started wrapping around them. Venus tried to stomp his hoof before they quickly grabbed hold of them and pulled him up in the air. All three of them struggled together free as they were completely wrapped in the roots.





Back at camp, the others managed to climbed the wall. “Come on! We gotta keep moving!” Attea called as she looked down and saw the mess hall across the mushrooms pods around them.

The twins then grabbed a railing holder. “Me first!” Fire yelled.

“No. Me!” Water countered as they fought over it.

“Does it really matter?!” Manny questioned them. “Now, zip it!” Water blew a raspberry at her brother before they each went down the zip line.

"Let's hope Helix and Helen are faring better than us!" Sandbar called out.





They weren't as they were wrapped up against the wall like the others, along with Venus. “Can't you use your magic to get us out?!" Helen asked Twilight.

“I tried but these roots seem to be blocking my magic." Twilight explained.

"Can't you at least reach your watch and try to get us out?!" Rainbow questioned Helix before she looked at Venus. "And who exactly is this guy?!"

“Quick version. Names Venus Bloomer. Have the power to control plants. Help the camp evacuated until I saw you.” Venus quickly explained as his hooves are tied together to keep him from using his powers. “Though with my hooves tied up, I can’t use my abilities.”

“Well, son, can’t you use the Omnitrix?” Delta asked.

“I’m trying.” Helix said as he kept fiddling with it. “Trying to put in the instant recharge combination with my hooves tied up is not easy.” He said as he got the Omnitrix to turn green. “I got it!” He called before the core suddenly popped up and he slammed it down without even selecting an alien as he was engulfed in a flash of green light.

Once the light died down, Helix transformed into a humanoid, plant-like alien that has an overall green and black colored body encrusted with muck, mostly with a red flame-patterned head and root-like feet, seemingly holding black rocks. His eyes are oval-shaped with points at each end with pupils copying the shape but are smaller. And his shoulders and head have red petals and his elbows and legs have green frills sticking out with the Omnitrix symbol on his chest.

“What is that?” Flash asked in shock.

“I don’t know. I never went this guy before.” He spoke with some sort of mucky tone in his voice before the ends of his hands suddenly lit up and ended up burning up the roots to get himself free. "But I already like what he can do." He then threw Flames at the other roots to get the others free before he caught a width of the air. "Ew gross! Was it those roots I just burned?!"

"No, that smell is coming off of you." Helen told him. "You smell like a swamp, literally."

“We can talk about about this later.” Venus said with a serious tone. “Let’s get out of here before these things attack again.”

“Agreed.” Helix said with a nod.

“You’re not going anywhere.” A voice said as Helix and Venus turned their heads around.

“Do you hear that?” Helix asked in worry.

“Hear what?” Twilight asked in confusion.

“Yeah, we didn’t hear anything son.” Dust said in agreement.

“Wait, I heard it.” Venus said seriously before they were dragged down. Helix tried to pull them out before the same tentacles pulled him down and they all came face to face with some sort of giant pink puss.

"I communicate to all vegetation on a telepathic level." Both Helix and Venus heard the voice coming from the pink puss.





Back at the camp, the others are still ziplineing while Chopper screamed, but then a mushroom cut eht line as they fell to the ground while hopping off the mushrooms before they turned and saw a whole legion of them.

“Uh, that’s a lot more shrooms then for a pizza.” Gallus said nervously as Yona looked around and saw a shed.

“There!” She called as they all rushed up to the shed before the tentacles bursted out as they quickly entered the shed. Once they were all inside, Smolder quickly slammed the door as they all took a moment to catch their breath.

"We wouldn't be stuck if you didn't make us hide in the kitchen!” Fire blamed his sister.

“Me?! It was your idea in the first place!” Water pointed out.

“Well, you didn’t have to listen to me!” Fire yelled as Smolder got annoyed.

“Stop it!” Smolder yelled, which startled the twins.

“She/He started it!” The twins yelled while pointing fingers at each other.

“It doesn’t matter who started it or whose fault it is.” Applejack spoke up. “What matters is, you’re family, and you need to stick together. Got it?” She asked firmly as the twins glared at each other.

“Okay.” The twins said.

"Good, cuz right now we're going to need to fight our way out.” Ocellus mentioned as she held up her armor cube.





"Let me guess, you're the brains of the operation." Helix asked the big puss.

“I prefer Mycelium.” The brain said as it opened its jaw.

“Doesn’t make any different.” Venus said with a look.

“Who are you two talking two?” Rainbow asked in confusion.

“Mr. Mushroom head over here.” Helix answered as he gestured to the big pink puss. “It’s like we’re connected or something.”

“He said he communicates with plants on a telepathic level.” Venus reminded. “Maybe since you’re a plant-like creature and I have magical plant abilities, we’re the only ones who can hear him.”

“Oh, why couldn’t you be a vegetarian?” Helix asked nervously.

“Struggle as you may, you cannot stop me. Soon, I will consume every living creature on this planet.” The brain said to the two plant heroes.

“Well, you’re not starting with us!” Helix called as he shot some fire out of his hands and used them to boost himself up while Venus focus his powers to get the others free as some of Helix’s fireballs hit the brain, causing some goo to burst out as the two heroes got their friends to safety on one of its stems.

“Surely as a plant, you must understand the wisdom of sharking a single intelligence.” The brain said to Helix.

“Sorry. But I’m not good at sharing at anything! Just ask my other cousin, Misty!” Helix called as he then somehow started growing some plants around after throwing some seeds and using them to cut the roots. “Wait, I can shoot fire and control plants, while smelling bad like a swamp?” He asked in surprise before he thought of a name. “Maybe I’ll go with Swampfire!” He declared as he formed fireballs and shot them at the brain while using some of the plants to move around. Helen then used her super speed to help cut the roots from the Mycelium.





Meanwhile, the group busted out of the shed and charged with some sports tools and equipment to fight off the mushrooms. They then whack or swipped the mushrooms away or shoot them with paintballs or threw hockeysticks at them. Chopper saw a mushroom about to tackle the twins as he used the baseball launcher to knock it away as the twins turned to him in surprise as he gave giggles.

“Nice shot.” The twins said with smiles before they frowned and dropped their weapons. “Uh-oh!” They cried as they rushed off, confusing Chopper as he turned and saw more mushroom charging towards him as the group ran off to a direction as Chopper screamed and ran to another before he turned back and ran in the right way the others went.

The group then made it the lake as they search around until Pinkie found a boat. “Everypony thinking what I’m thinking?” She asked with a smirk.

They all soon had the kayak on top of them as they used it as a battery to charge through the mushrooms. "Take no prisoners!" Fluttershy called out as they were getting closer to the mess hall. 

They ditch the kayak as they were close to the mess hall, but then a root grab Water as she was lifted up with screams as Fire unzip his bag and saw some skate shoes as Water struggled to break free. But then Fire tied the skates together as he tossed them at the roots which set Water free as she landed on her brother as she stood up and ran off before grabbing Fire as they entered the mess hall before closing the door before the mushrooms could enter.





Meanwhile, Swampfire continued to throw seeds and control plants to take out the roots while he threw Fireballs at them, Helen continued to slice through the roots as fast as she could, and Venus also controlled plants to cut the roots as well. "Even if you can stop me, you cannot possibly stop the billions of spores I'm about to release into your atmosphere soon." The mycelium told Swampfire and Venus.

“We'll worry about them after we're done with you!" Swampfire told it before the Omnitrix timed out and he transformed back into Helix. "Dumb watch, we weren't done yet!"

“We really need to get that thing extra power!” Helen called as she caught Helix and sped up to the others while Venus kept trying to keep the vines back.

“There’s too many of them!” Venus called out. “I don’t know how long I could keep them back!” He called out as the brain opened its mouth while the vines kept trying to grab them. “And this thing really wants to eat us!”





In the mess hall, the other barricade the door as they all turned to the kitchen, but then the mushrooms came from the kitchen as they screamed before the door bust opened as they were all surrounded.





“If I’m going down, I’m at least gonna take the fun out of this fungus!” Rainbow yelled as she swatted a tentacle away.

Helix eyes widened when Rainbow said that. “That’s it!” 

“That’s what?” Dust asked her son.

“You said the hoof powder kills all kinds of fungus, mom.” Helix said as he took out the hoof powder and opened it as he then tossed it at the Mycelium, which caused it to screech in pain as goo started bursting from it as the vines died and let them go before the brain completely exploded.





As the mushrooms were about to close in on them, they quickly noticed one of the mushrooms started to shrivel up before it fell to the floor. The rest soon followed, as did the roots as the home looked at them with curiosity. "What just happened?" Chopper asked.

"Helix just happened." Attea said with a smile.





The group then exited the mess hall now that the mushroom minions are defeated. “This camp rocks!” The twins cheered in excitement.

“Yeah! I can’t wait to come back!” Chopper said in agreement before they turned and sa wHelix and the others covered in slime.

“Oh my! You all are filthy!” Rarity cried in disgust.

“How did you all…” Gallus tried to ask.

“We destroyed the brain.” Venus simply said. “And trust us, it really went boom.”

"So does that mean we did it?" Manny questioned.

"Not yet, we still have to stop those mushroom spores." Helix pointed out before he remembered something and looked towards Fire. "You said everypony gets athlete's hoof, right?" Fire nodded in response. "So that would mean they would have enough powder for the entire camp just in case, like in the nurse's office."





In the nurse’s office, Helix’s group cleaned off the last of the goo off them as Helix opened up a cabinet filled with hoof powder. “Any ideas on how to let this stuff go?” He asked them.

Ocellus then had an idea. “Actually, I might have an idea.” She said with a smirk.





As the sun started rising, Helix transformed into Jetray as he and the other flyers started spreading some hoof powders all over the camp as the mushrooms and spores shriveled up as they all laughed in joy at completing their goal.





Sometime later, after dropping Chopper and the Twins at their home, the others are in a pizza place for lunch with Venus joining them. “Nice work, everypony.” Helix spoke up with a smile. “Couldn’t have done it with you all.”

“Anytime, Helix.” Attea said with a smile.

“And Venus, thank you for helping us fight the fungus.” Twilight said with a grateful smile.

“If it weren’t for your help, we would’ve become plant food.” Delta said with a chuckle.

“Just doing my job.” Venus said with a small smile. “It was a group effort. I’ve been fighting those mushrooms for a week now and now, thanks to you all, they are now defeated.”

"Yeah, and we've been thinking that you should join us on our little vacation trip." Flash spoke up. "We could use somepony like you with your abilities to help out others."

Venus thought for a moment before he smiled. “Well, after that mushroom thing, I have nowhere to go. So, maybe joining you guys on your vacation trip should be fun. And I would like to help others with my powers, so, think you can make room?” He asked with a smile.

“For anyone who helps my family and saves Equestria, you are welcome to join us at anytime.” Delta said as Venus smiled and the others cheered.

“Welcome aboard the team, Venus!” Helix congratulated as he patted Venus on his back as the plant-control chuckled.

“And boy, that was some fungus mushroom thing we have to deal with.” Dust said with a chuckle. “At least it’s now gone.” She added that their pizza was placed on the table, but the toppings were not what they expected.

“Mushroom?!” They all asked in disgust.

“Gross!” Gallus called as Dust, Delta, and Pinkie took a slice.

“Well, almost all.” Delta said in amusement as he, his wife, and Pinkie started eating their slice while their friends gave cringe expressions.

“What? Mushrooms are good.” Pinkie said cheerfully as she ate her slice whole while the others looked away in disgust, after what they’ve experienced, they’ll never see mushrooms the same again, but at least they have a new team member that joined them for helping them save the day.
> Chapter 21: What's More Important?
> --------------------------------------------------------------------------

Out in the desert, some workers were drilling underneath the ground while one of them noticed something off. “Something’s wrong.” The stallion said in concern as the drill created steam. “Run!” He called out to his partners as they all ran as the ground started breaking and the whole area of the tower collapsed as they looked over the edge in shock.

But then, a huge fire shot out from the ground, forming a monster face as it roared before it formed into a mask. Soon they saw the flames take the form of a mask before it landed right in front of them.





Meanwhile, the group was having a nice little lunch with Princess Celestia and Princess Luna. They were all eating a bowl of some sort of green stuff Dust had made. “So what do you all think?" She asked with a smile.

"It's very delightful." Luna complimented with a smile.

“This is very good.” Venus said with a smile.

“I must say, Mrs. Dust. What’s the green stuff in your recipe?” Celestia asked.

“Oh, just some dung beetles for a bit of crunch.” Dust answered, which made them all, san Venus, cringe up in disgust as they turned to one another before spitting them out. “What? Too spicy?”

“Don’t worry. You all will get used to it.” Delta said in amusement.

"Mmm, it needs a bit more salt." Venus mentioned.

“Why did we agree to let Dust make lunch?" Applejack whispered to Twilight harshly.

"I don't know myself!" Twilight replied as Spike felt his stomach grumbling harshly.

"Oh man, I think those dung beetles are coming back up!" He called out before he let out a belch of planes and a scroll appeared. "Or not…" He said in surprise.

“A scroll?” Helix asked in surprise. 

“But who’s it from? Celestia and Luna are right here.” Manny pointed out as Celestia took the scroll and unraveled it. Her eyes widened with realization when she saw who it was from.

"No…it can't be…" she whispered with a serious tone.

“Celestia, what is it?” Twilight asked her former mentor in concern.

“The Mask from Apuk.” Celestia said grimly as she showed them the picture of the mask on the scroll. “It’s the key to the most powerful and destructive weapon ever created. One of my informants alerted me that it had finally arrived.” She then stood up and looked toward the others. "We must retrieve it at once!"

"Sister, why are you being so hesitant about a mask? And what sort of weapon can be so powerful yet devastating?" Luna questioned her.

"I will explain everything once we're on the road, now!" Celestia replied demandingly as she walked into the mobile base.

“Geeze, what’s got her feathers in a bunch?” Rainbow asked in surprise as the others shrugged.





On the road, Delt drove the mobile as fast as he could while Celestia explained why it was important. “The Mask of Apuk is the guide to the Sword of Echtiua.” She started seriously.

“The Sword of Echtiua?” Luna asked in surprise. “I thought it was a myth.”

“Oh, it’s real alright, sister.” Celestia said seriously. “During my years while you were banished, I’ve been searching for it for many moons without any luck.”

“Echtua?” Helix asked in wonder. “What kind of alien is that?”

“It’s not an alien, Helix. It’s Mayan.” Celestia corrected. “Many, many moons before Equestria was ever founded, we believed there were beings that were more powerful than us Alicorns that we call gods. Echtua was the Mayan during the Celestial God War. His sword was rumored to have leveled cities with just one swipe.”

“Ha! Sounds like just the kind of thing Equestria’s heroes should have.” Rainbow said with a smile.

"It's not a toy, Rainbow Dash!" Celestia told her firmly. "Whoever controls the sword can control the destiny of the world and I will not let it fall into the wrong hooves. Now get us there quickly Delta!"

“Yes, your highness." Delta replied as they all looked at Celestia with confused expressions as they had never seen her like this before, not even Luna herself.





In a station in the middle of the desert, the mobile base is parked out while they all looked out through the windows. “Bet they’re keeping it in the basement.” Celestia theorizes as she turns to Helix and Ocellus. “Helix, you go alien and sneak in. Ocellus, transformed into something small and assisted him. And open the side door for us.”

“Sneak in? Can’t we just break in?” Helix suggested. "Or at the very least, ask them for it considering your royalty and all?"

“Helix, I haven’t time to explain how important it is for us to get the mask.” Celestia said while giving a firm look. “Now, can I count on you or not?” She questioned with a firm look.

"Of course you can, your highness." Helix replied with a surprised tone before Celestia went to the back of the mobile base.

"Yo, is it just me or is she more intense than usual?" Manny whispered to the others.

“Let’s cut Celestia a break. She’s trying to save Equestria.” Twilight pointed out.

“Isn’t that what we always do?” Attea questioned.

"Let's just do what she says and hopefully she'll simmer down." Ocellus mentioned before Helix activated the Omnitrix and programmed Greymatter. Once the core popped up and he slammed it down, he transformed exactly into him before Ocellus transformed into a mouse and the two went outside and crawled up a pipe.

Fluttershy then turned to Celestia. “Princess, don’t you think you were a bit--”

“You’re just young ponies. I don’t expect you to understand.” Celestia cut off while the others are surprised by her attitude.





The two of them soon came out of a drainage pipe in the bathroom before Ocellus noticed something on his head. "Uh Helix, you got something right there." She pointed out as he saw a piece of gum stuck to his head.

"Oh gross, gah!" He complained as he pulled it off. "I should have gone Goop and seeped my way in." He said before two dogs started growling at them.

“Well, looks like we got two guard dogs.” Ocellus said nervously as the two screamed and jumped away as they ran to the door and closed it.

“Who’s the big dogs now?” Greymatter quipped with a smile, which made Ocellus giggle.

"Nice one.” Ocellus quipped as the two rushed off.





Outside, the others were waiting at the basement door before the handle turned as Ocellus, who turned back to her normal side, came out with Greymatter on her shoulder. “It’s about time.” Celestia said impatiently as he entered while the two slouch.

“Not even a thank you?” Ocellus questioned as Smolder went up and smelled the two.

“Why are you two smell like dog slobbers?” Smolder asked weirdly.

“Long story.” Greymatter said as they all entered the basement while a chariot came up from behind.





They followed Celestia through the Halls as she kept a serious look on her face. "Hey Twilight, have you ever seen Celestia this serious before?" Rainbow whispered to her.

“Actually, I’ve seen how serious Celestia can get, but I’ve seen anypony this serious. Not even to Celestia herself.” Twilight whispered.

"Neither have I." Luna whispered as they came into a room with a vault inside it.

"It must be here." Celestia said as she looked at the vault.

"I got this." Greymatter spoke up as he jumped onto the vault and pressed his head against it while he turned the knob. Once he found the correct combination, he gave a thumbs up as it was unlocked before Delta opened it and they saw the mask inside.

"Beautiful isn't it?" Celestia asked the others.

"Beautiful isn't the word I would use." Rarity muttered as Celestia picked up the mask in her magic.

“Over many moons of searching, and now, finally you’re…” Celestia started before they all good metal footsteps and turned when they saw Enoch and his Forever Knights.

"A very good afternoon to you, your highness." Enoch said before he looked over at Delta and Dust. “And I must say it's been many moons since I saw the two of you. I almost thought that you both retired from the plumbing business."

"Enoch." Greymatter, Dust, and Delta growled.

"Wait, you know him?" Helen asked Helix's parents.

“We have a history.” Delta said with a glare before he looked at his son. "And I guess you got to know him as well."

“Well, to tell you how we know him, these guys tried to slice and dice me when we first met!” Greymatter yelled.

“How nice of you to remember.” Enoch said in amusement. “And of course, how can I forget the family who left the Forever Knights without a castle?” He questioned with a firm tone. "Your son is just as meddling as the two of you!"

“Whatever happened, you brought it upon yourselves.” Dust said firmly. “And also, trying to cut open our son is crossing the line!” She yelled angrily.

“Aren’t we the feisty sewer rats?” Enoch asked in amusement. “I’d love to chat about old times, but I’m late for holding the world at my mercy. So, I’ll be taking that mask now.” He said while raising his hoof.

“Over my dead body. Celestia replied firmly as she glared at him.

"That can be arranged, your highness." Enoch replied before he looked at the knights behind him. "Gentlecolt?" They both pulled out swords with energy blades as the approached the group while they stood ready to fight.

“Hey, what’s going on here?” A security guard questioned from the door before Greymatter jumped onto Enoch’s face while Manny, Attea, and Helen took out the knights.

“Run!” Luna called as they ran around the knights and Celestia punched the guard away while Enoch got Greymatter off him and tossed him across the table while a paper shredder turned on as the knights were about to follow them.

“Wait.” Enoch said. “This way.” He pointed in another direction as they ran down while Greymantter was having trouble climbing up while some paper fell and got shredded in the shredder.

“No way I’m winding up alien coleslaw!” He called as he jumped away from the shredder and landed on the floor as he used the pipe to escape as the security guard got up and took out his walkie talkie.

"We have intruders, seal the exits!” He informed the others through his walkie-talkie.





In the stairways, the others are rushing up the stairs as the alarm goes off before they see a guard blocking the exit. “Wrong way.” Celestia said as they kept going, but then a cable shot out and grabbed the mask out of her hoof as it went to Enoch.

“You’re loss is my gain.” Enoch said as he and his knights rushed down the hall while the others turned to the exit.

“I can get the mask back quickly and…” Helen was cut off when Celestia grabbed her.

 “No time! Grab on!” Celestia called as they all ran to the exit and slid underneath before it was sealed off.





Outside, Greymatter managed to exit the pip as he fell into the dumpster before the Omnitrix timed out. “Oh, I hate it when this happens.” Helix groaned as the mobile base rushed up to him and Celestia looked out the window.

“We don’t have time to fool around, Helix! Get in!” Celestia ordered.





Enoch looked at the mask in his grasp as the mobile base was catching up in its turbo mode and crashed into the chariot, which caused Enoch and his minions to go flying as he turned on a saw that came out of the back, which forced Delta to slow down a bit.

“Helix, can’t you transform? We might need you out there.” Manny said as he, the girls, and Venus gear up while Helix fiddled with the Omnitrix.

“I’m trying! Stupid watch is still timed out!” Helix said as he tried to put in the instant recharge combination, but couldn’t under the bumpy road they were having.

"This looks like a job for a plumber or two." Dust mentioned as she nodded to her husband. He then put the base on autopilot mode before they went to the back of it.

“Mom? Dad?” Helix asked as he saw his parents enter the back room.

“I guess when they get serious, they get serious.” Flash commented in surprise as the Forever Knights went behind the mobile vehicle and started climbing to the top while Enoch activated the mask as it glowed to the bottom.

“Excellent.” Enoch said with a pleasing tone as his knights started climbing the mobile base.

“We got boogies on top of us!” Venus called out after seeing the two knights climbing their vehicle.

Then coming out of the back were Helix’s parents, in their own plumber suits as they gave a serious look. “Oh my, those are great fashion designs.” Rarity commented.

“What’s with the getup?” Gallus asked in confusion.

“It’s our old plumber suits.” Delta said as he shut the door.

“Been saving them for the right time if they are ever needed again.” Dust said as she looked out the window and saw Enoch’s vehicle. “Like now.” She said as Enoch drove to the side.

"You all stay in the base and keep it safe while we get the mask.” Delta instructed as they opened the door and quickly jumped onto the side of the enemy's chariot. But once on, Enoch drew his energy sword just when they were about to grab the mask as they were thrown to the side.

“Mom! Dad!” Helix cried out as his parents nearly scratched their hooves on the road as they managed to climb back up. But then the ceiling started clanging as one of the knights was smashing it’s mace down on the room while the other flipped inside through the opening door.

"Oh no you don't!" Celestia shouted as he caught him in her magic and glared at the knight. “Out of the way!” The knight then got tossed out of the door and onto the road as he skidded on the road and watched the two vehicles take off.

"Wow…just, wow…" Attea muttered before the other knight was still beating down on the roof.

“Hey, no hitchhikers!” Venus called as he then shot some pollens at the knight, which caused him to cough as he fell off the mobile base and fell into the water with screams.

On Enoch’s vehicle, Dust and Delta dodged more of Enoch’s sword before Delta glared. “Enough of the poke move!” He called as he used on of his magnets to trap the sword as Enoch was having trouble getting off while Dust used her own to get the mask before Enouch noticed as he looked over the roof window and saw Dust and Delta giving smirks as they entered their mobile hom.

“We got it!” Dust called as Enoch slammed his hoof in anger just as a chariot truck was coming in the heroes’ direction as Delta sat in his driving seat.

“Everypony, hold on!” Delta called as they all braced themselves as he activated the turbo and quickly did a turn as he drove straight and pressed a button that released some spikes that took out Enoch’s wheels as he skidded on the side of the road as the heroes drove off.

Enoch then reached out for his walkie-talkie. “Send in the bird!” He ordered.

Delta kept driving off before he got an alarm on his vehicle that was beeping. “Ah, great. We’re gonna have to pull over and make repairs!” He called as he pulled the mobile base to the side of the road and into the desert as he stopped.





"How much longer?!" Celestia questioned impatiently as she paced around.

"Sister, they only just started." Luna pointed out.

"But we must get the sword before they do!" Celestia reminded them. "If they get the sword, Equestria will fall under their rule!"

"Of course, Princess Grumpestia." Rainbow muttered.

Twilight inspects the mask until she picks it up and puts it on as the eyes lit up when she did. "Um, Celestia…" she called out when she saw it glowing.

“Not now, Twilight.” Celestia said as she kept pacing.

“I think you’re gonna have to see this.” Twilight finished as Celestia turned as she and the others saw a temple projection coming out of the mask.

“Whoa. What is that place?” Applejack asked in surprise.

“It’s the map to the ancient Mayan Temple of Echtua.” Celestia said firmly. “We need to beat them to that temple.”

“Well, we’re gonna have to find another way to get there.” Dust said as she and Delta came out from under the mobile home. “Because we haven’t finished the repairs and it will take at least an hour to get it ready again.”

"Then we will just have to fly there ourselves!" Celestia declared before she took off without the others even preparing.

"Don't worry about us, we'll catch up!" Attea called out sarcastically.

“I’m starting to dislike her behavior.” Helen muttered.





A bit later, they are flying through a jungle while Helix transforms into Jetray while the others carry the non-flyable members as they fly as fast as they can. “Can’t you all fly any faster?!” Celestia quesitoned.

“You don’t think we’re trying?!” Rainbow questioned in irritation.

“Most of us are not used to flying with passengers!” Silverstream pointed out as they saw the temple ahead of them.

“Enoch must be close.” Jetray said before his Omnitrix started beeping. “Uh, oh! Hold on!” He cried out as timed out and started falling with his parents as they fell into the trees.

The rest of them flew down to see if they were okay as they all groaned in pain. "Are you all okay?" Twilight asked them as they got up from the ground.

“Barely.” Dust said as Helix rubbed his head.

“Okay, I have got to work on those emergency landings before timing out.” Helix muttered.





A bit later, they are all walking through the forest before they stop in front of the temple as they look through some bushes and see an airship next to it as Enoch’s men place a bomb at the entrance. “Fire in the hole!” He called before an explosion was made but only scorched the entrance.

“Still not open.” Enoch said. “Used a bigger bomb this time, you idiots.” He ordered as Celestia gestured to go around the temple. Once they did, they climbed up as Celestia flared up her wings to cause the others to stop.

“Now, there’s always a secret entrances to these temples.” Celestia said in thought while searching around. Helix then noticed the mask hanging off his dad's belt and grabbed it while Celestia was still searching. "Where is it?" She questioned as Helix put on the mask. “Helix, what are you doing?”

“If this thing could show us how to get this far, maybe it could show us how to get in.” Helix explained as he saw a spot on the wall and pressed it as a secret passage opened up into the temple.

"Great thinking, Helix." Helen praised him before they walked in.

"The sword will most likely be kept at the center of the temple on the lowest floor.” Celestia informed the others as they walked deeper into the temple. "There should be some stairs nearby we can use."

“Stairs?” Manny questioned.

“Where’s the elevator when you need it?” Pinkie questioned as they entered a dark room, which Celestia lit up her horn while Delta and Dust brought out torches as Helix began to trip.

“Whoa!” Helix called out as he lost his balance and began to fall.

“Helix!” The others cried out as Helix began to fall from the edge.

Celestia quickly caught him and pulled him back. “That was too close, we almost lost the mask." She said as she took the mask from him and continued on, while the others just looked at her with disbelief.

"Did she seriously ignore the fact that my son nearly fell to his Doom?" Dust questioned the others.

"Can anyone say obsessed?" Silverstream asked.

"Maybe once she gets that sword, she'll be back to her old self again, right?" Fluttershy asked as Celestia found the stairs.

“Stay sharp! The ancient Mayans were notorious for setting…” Celesta started before Sandbar broke a stick as it snapped apart.

“Booby traps?” Sandbar asked nervously as the ceiling then started coming down.

“Everyone run!” Twilight yelled as they all started rushing down the stairs as rocks began to fall and started jumping from platform to platform while Helix fiddled with the Omnitrix.

“Come on, I need somebody! Anybody!” Helix called as his watch was still timed out as the group was now alone on the platform as they tried to keep balance.

Dust and Delta fired grabbing hooks. “Those who can’t fly, jump on!” They called as the flyers took off while those who couldn’t be held on to Dust or Delta while some grabbed the others as they made it to the other side before the ceiling completely collapsed.

“That was close.” Yona said in relief.

“Are you all coming?” Celestia questioned as she was already ahead as she walked down the stairs.

"Okay, she's definitely changed ever since she found out the mask was real.” Twilight admitted with a sad tone. “I miss the old Celestia.”

“This whole time ever since we found that mask, it’s like she doesn’t even care about us anymore.” Ocellus said sadly.

"Hay, I would even eat a whole bowl full of dung beetle stew if it meant bringing back the old Celestia." Applejack admitted as Celestia ran down the stairs.

They are then met up at an ancient door where it matches the mask they have as there’s a place for it to be inserted. “This is it.” Celestia said as she was about to place the mask in, but then suddenly, the young ones were pulled into the Shadows by something as it caught the adults' attention.

“Kids?!” Delta yelled out as they looked around before a torch lit up as Enoch appeared with a laugh. “Enoch!” He called with a glare.

"Now, now, let's not be too hasty old friends." Enoch said as torches lit up to show his knights holding the young ones hostage. "I believe I should owe you a thank you for showing us the way in. And if your princess is as wise as they say she is, she'll do the right thing and you all will stand down." Celestia looked at the mask for a moment before she lowered her head and gave Enoch the mask as the adults did the same. “Now, I believe it’s time to toss the garbage.” He said seriously.





We now see our heroes having those with wings tied down and having anti-magic rings on their horns as they all stood in front of a large hole behind them. "You know, legend has it that the Eternal pit of despair is bottomless but no one has ever found that out." Enoch told them before he walked up to Helix. "Why don't we test that theory?" He then pushed Helix right into the pit.

“Aaaahhh!” Helix yelled as he fell.

“Helix!” His family and friends called as they glared at Enoch.

“Wouldn’t want the lad to get lonely.” Enoch said in amusement before the knights knocked them all down as they started screaming.

As they all fell into the pit, Helix tried to activate his Omnitrix and try to save everyone. Once inactivated, it was no time to pick an alien as he quickly pressed the two buttons and slammed the core down. He then transformed into Spidermonkey and quickly spun a web with his tail to catch himself and the others from falling any deeper. “Everyone okay?” He asked them as Rarity groaned.

"I really hate adventures." She muttered.

"Quick thinking on the web there, Helix." Twilight commented with relief.

“Gotta find some way to catch you all.” Spidermonkey said as they all started to remove the rings and the ropes tied to their wings.





At the entrance, Enoch placed the mask down as it glowed and the entrance opened up while revealing the sword at the center of the room. “Magnificent.” Enoch said as the group entered the chamber. “Bring it to me.” He ordered his knights before they heard something snarling as they ready their weapons.





Once but Heroes climbed back out of the pit, Manny carried Rarity over his shoulder as Celestia tossed Dust and Delta their gear. “Celestia, I think the others need a second to catch their breath.” Spidermonkey said.

“No can do.” Celestia said firmly. “Enoch may already have the sword.” He said before Luna flew in front of her. “Luna, move!”

"No, sister, we are tired and we all need rest!" Luna shouted at her. "Even if we catch up to Enoch and his men, he won't be able to fight them!"

“There’s no time for rest! We have to--” Celestia tried to say before Dust yelled.

“Celestia! Just for once and your life, think about others instead of the mission!” Dust yelled ragefully, which caused Celestia to turn to her and the other adult ponies. “This has gone on too far!”

“You dare yell at me?!” Celestia yelled firmly.

“Yes, we dare!” Delta yelled. “Ever since you got that scroll, that sword is all you think about!” He shouted.

"You completely ignored the fact that you cared more about the mask instead of a young colt and nearly fell into a pit!" Twilight added.

“You all have to keep the yes on the prize and remember what is important here!” Celestia yelled out.

“We do remember!” Spidermonkey yelled.

“But do you, sister?” Luna questioned with a look. “You may know that Equestria is in danger, but do you even care about those around you? Like how I was banished for over a 1000 years and you’ve been alone for all that time. I just hope that isn’t the Celestia back then, because if not, then you’ll be alone again, sister. I just hope after all this time, you haven’t forgotten about it.” She said firmly as Celestia’s face softened from her sister’s words.

They then heard a loud screech coming from up ahead before they quickly ran to see what was happening. Once they were hiding at the side of the door, they saw the knights being whacked back by a giant creature as it gave a roar. “Why does that thing look familiar?” Spike questioned.

"That must be the guardian of the sword, Apuk the Mayan God of death and the underworld." Celestia theorized. "He swore to protect the sword of Echtua, no matter if the one who comes for it is good or evil."

“Why can’t these places ever be protected by something that isn’t trying to kill us?” Rainbow asked in annoyance. "Is that so much to ask or something?"

“Well, it looks like he’s pounding the bad guys for us.” Manny noticed.

“Helix, Helen, Venus, Manny, Area, and Ocellus, you six keep him occupied while the rest of us get the sword.” Delta instructed.

"Sure, give the ones with powers the difficult job." Attea sarcastically as the rest of the group went into the main chamber.

“Eh, I’m looking forward to some challenge.” Manny said as he cracked his knuckles as Apuk turned and saw the adult ponies before Manny yelled. “Yo, rock puke! Come and get some!"

Apuk then charged at Manny and tackled him to a wall as tthe two broke the wall off while wrestling with each other before Manny was puncued through. “I think Manny needs our help.” Ocellus said as she put her armor back on.

"We got your back!" Spidermonkey called out as he shot a web at Apuk's face before Helen quickly circled around him at top speed. Venus then used his powers to summon some vines around the temple to move a pillar and slammed it on Apuk before Attea swung by her tounge and gave it a kick to the face.

On the top, the others  climbing their way towards the sword before one of Enoch quickly swung his sword at Celestia to keep her away from it. But Celestia kicked him away as he fell to the floor as he looked at them climbing closer to the sword. Thinking fast, he threw a boloa at them, which caught Luna was tied up and fell to the middle of the stairs as Enoch’s knight climbed up to her.

“Sister!” Luna cried out as the others looked down.

“Luna!” Twilight cried out before more knights surrounded them as they did their best to fight them off and avoid their weapons.

Celestia looked back and saw her sister and her friends in danger before turning back to the sword before she made a hard choice and turned to the others and rushed down before she charged and fired her horn at them as she took out the knights single-hoofed as they were all knocked down as she landed to the others and used her magic to set Luna free as the two sisters shared a brief hug.

The nights were about charge at them, but Delta and Dust pulled out some tiny balls and tossed them at them, which created explosions on impact. “Okay, we have got to get a suit like that.” Smolder said as they rushed up back to the sword.

Meanwhile, the group was having a bit of a problem with Apuk as he was able to overpower Manny and throw him at Spidermonkey. He then lashed his tongue around Helen's leg before swinging her around and knocking her into Venus and Attea.

Then a shield was tossed at Celestia as she was knocked down and hit the others as they fell to the middle of the stairs as the shield was brought back to Enoch. As he walked up closer to the stars as the others were still fighting Apuk and were struggling while the other half were fighting Enoch, but they could barely keep up with him before they were smacked to the ground and he raised his sword at them.

"No!" Spidermonkey called out before he shot the full webs and slingshot himself right into Apuk and right into the steps, causing a bit of a quake and making Enoch lose his balance while the others fell right on top of Apuk. They rushed up to him before he gasped whe the Omnitrix started beeping. “I, uh, meant to do that.” He said as he timed out and transformed back. “Not good.” Helix muttered.

“At least you saved our friends, Helix.” Helen assured him as Celestia stood up and rushed up to Enoch before Apuk stood up. “But I don’t think that thing is down!” She called out in fear.

"Celestia!" Twilight called out as she had a choice to make, either get the sword and let the monster kill those she held dear, or stop the monster and let Enoch get the sword.

Celestia made the hard choice as she charged at Apuk and held him by the throat. “How about you ground old beak-face!” She called as the others turned and went to Apuk’s legs before pushing him as he fell down to the ground, taking him out.

"The sword!" Smolder called out as Enoch grabbed hold of the handle of the blade.

"At last…" Enoch spoke before he pulled the sword out and held it up high. "The ultimate weapon! The world shall kneel before me!" Not too long after, the blade of the sword crumbled up into dust and fell to the ground as they all looked confused.

"Uh… what just happened?" Rainbow asked before Celestia let out an amusing laugh.

“I guess that’s what happens when the ultimate weapon is over 5,000 years old!” Celestia called in amusement as Enoch kneeled down to collect the remains before the temple started crumbling.

“Think that sword was booby trapped?!” Fluttershy asked nervously.

“We gotta get out of here! The whole place is coming down!” Venus called as they all rushed to the exit before Delta turned to Enoch.

"Enoch, you have to get out of here too!" He called out but Enoch ignored him as he continued to collect the dust of the sword.

“Honey! You know him! He’s stubborn to get what he wants!” Dust called while pulling Delta back. “It’s time to go!” She added as they rushed out of the temple without Enoch.





Once outside, they saw the temple crumbled down as they all watched until it was completely gone. “You think that’s the last we’ll see of Enoch?” Rarity asked.

“Doubtful.” Dust said with a serious look.

“Enoch is known to be part cat then pony. He has nine lives.” Delta said seriously.

"Well, this has been quite the experience.” Luna mentioned before Celestia walked up to them.

"I feel I should be the one apologizing for the way I've been behaving all along." Celestia told them. "I lost sign of what's important, more important than some silly old sword and I almost lost what's most important to me."

"Hey, we're just glad to have you back." Helix mentioned with a smile.

“But maybe next time, how about keeping your focus and remember that even though the mission is important, the most precious thing is family and friends.” Twilight said with a smile, which Celestia smiled back as they all gave her a comforting hug before they broke apart.

“Well, I sure could go for some dung beetle stew. It’s better reheated.” Dust said with a smile as they all laughed.

“So, how are we gonna get back?” Spike questioned. “We’ve flown a long way and Helix’s watch is still timed out.”

“And there’s no way neither of us are flying on Air-Jetray airlines again.” Smolder added.

"How about that then?” Helen suggested as she pointed to the Forever Knights' helicopter they took.

“Dust, Delta, you two wouldn’t happen to know how to fly a helicopter, right?” Flash asked his uncle and aunt as the two plumbers smirked and they got on the helicopter and they flew off back to their mobile base to continue their trip now that the sword is now gone while also dealing with the Forever Knights.
> Chapter 22: The Return of Mis Drago
> --------------------------------------------------------------------------

In a holding facility, a blast was heard as a security guard was thrown against a wall and was knocked out cold. Multiple explosions knocked back a few guards as those explosions were caused by an earth pony mare with a dark purple coat and white mane with black streaks while she was wearing a dark purple cloak with violet streaks in the shape of broken hearts. "Oh, this is just too much fun." She said with the light before she reached for her bag which looked like a creature's head as the zipper mouth opened up and she pulled out a magical orb before tossing it at the guards, which exploded on impact.

"Can you not go all trigger-happy today, Cursed?" Another earth pony mare with a little purple coat and white mane with pink streaks while wearing a light purple cloak with pink streaks in the shape of Hearts walked up to her. "Remember why we're here."

"You really know how to spoil my fun, don't you Hope?" Cursed asked before continuing down the corridor until they were at a cell as they looked through the cage and saw a familiar face in as the two spoke in a foreign language and burst the door down once they entered, it was none other than Hex.

“Spell Hope, Cursed Spark, I’ve been waiting.” Hex said without turning to them.

“Hmm. Major jailbreaks aren’t exactly easy to pull off, you know.” Cursed told him.

"You will show me respect my dear niece, or both of you will suffer the consequences." Hex replied as his eyes glowed yellow. "Now, my staff."

"I have it uncle, but I think there's something wrong with it." Hope mentioned as she pulled it out of her bag. "The magic must have been drained out or something when we found it, it doesn't work. We promise it's not our fault!" She said before Hex reached out his hoof and his staff suddenly flew over to him.

“Its powers can be brought to life only in the possession of a master magician.” Hex said as he blasted his staff at the two girls, but it split apart and took out the two guards behind them. “Now, to find the keystone. The moment of alignment is nearly upon us.” He said as he then blasted a hole in the wall. “Once I have completed the ritual and gained its powers, I shall take my revenge on the one responsible for imprisoning me in this festering sewer." The three of them step on the door that was blasted down as a guard washed them fly off out of the hole next to a ripped newspaper article of Mis Drago.





Somewhere in a canyon of mountains, a bus chariot filled with elderly creatures was tilting off the edge as they started screaming. But then, they were pulled away from the cliff as Manny and Fourarms helped them up and ripped the back of the bus open. “It’s okay, everyone. Everything’s alright now.” Fourarms said as he was about to walk off, but Manny stopped him.

“Yo, dude, we can't just leave them there." He pointed out.

"Your friend is right, you need to respect your elders and help us off." An elderly stallion told Fourarms.

“Oh, be a dear and carry me, would you?” An elderly mare asked. “My bunions are killing me.”

“You’re bunions, my butt!” Another mare said. “My new hip’s out of whack, I’m first.” She complained as Fourarms and Manny sighed.

“This is gonna be a while.” Fourarms said as he and Manny then started helping the elderlies while the others were in the mobile base.





Inside the mobile base, Smolder was looking through a book filled with magical artifact information as she had her old Mis Drago mask beside her. "She's been looking at that book all day and night." Sandbar whispered to his friends.

"Looks like she really misses being Mis Drago." Silverstream said with a sincere tone.

“Even though the amulet that gave her magic powers also gave bad luck to others." Gallus mentioned as he was still a little ticked about the salad.

“Let it go, man.” Helen said tiredly.

“But still, I’ve never seen Smolder this down before.” Ocellus said in concern. “I mean, usually, she just acted cool and played around, but now, she’s really sad.” She said as Smolder put the book down and looked at her Mis Drago mask.

“Mis Drago…” Smolder said sadly. “I wish you were more than just another Nightmare Night costume."

"Yup, she's totally obsessed with magic." Attea whispered to the others before Helix and Manny walked in.

“Okay, sometimes this hero stuff gets way old way fast.” Helix complained as he sat on the passenger seat.

“You should be proud of yourself, Helix.” Delta said to his son. “Those folks would’ve been in a real pickle without you and Manny.”

“I know, but sometimes I’d just like one regular summer day, where I could just hang out all day long doing nothing or having fun with you guys.” Helix said.

“He's got a point.” Flash said in agreement. “To be honest, everywhere we go, trouble or something bad always seems to follow us somehow.”

"You serious right now?!" Smolder spoke up with a brow. “At first, you were very excited about being a hero, but now you just want to take a break from it?! You should appreciate what you have! Ocellus is Techno Armor whenever she wants, Venus was basically born with his powers, while Attea, Helen, and Manny as they are 24/7! I only got to be Mis Drago for like a day!"

"Seriously?” Gallus asked with a brow. “With all the bragging you did since then, it felt like weeks to us.” He joked before Smolder threw a pillow at his face.

“Though to be fair, Smolder, it was your choice to destroy the charms after stopping Hex.” Twilight said to her. “If you haven’t, he would’ve tried again and abused that power to rule all of Equestria and beyond.”

"Yeah, yeah, I know…" Smolder replied with a sad look.

"Plus, all this heroing doesn't come with much perks, like those nice old mares wanted us to come to some old Magic Convention in Las Pegasus." Manny mentioned which piqued Smolder's interest. "I mean, who would want to go to that?"

“A Magic Convention?” Smolder asked with an interested smile.

“Looks like your friend got her spirit up a bit.” Venus said to them as they all chuckled.





In the middle of the desert, Hex, Cursed, and Hope are standing by the fire as Hex speaks in a foreign language over the fire as it lights up and shows a charm similar to the ones he had before Smolder destroyed them, but it was all red. “The Keystone of Dezal.” Hex said with a smile. “Reveal your location to me!” He called as it showed the location where the keystone was.

“Okay, well, nice seeing you again, uncle.” Hope said nervously. “We’re outta here.”

“Yeah. See ya.” Cursed casually said as she and her sister were going to walk off, but a blast nearly hit them as they stopped and turned to their uncle.

“You two may leave my service only when I say you can!” Hex exclaimed with his eyes glowed and his staff pointed at them.

"Yes, uncle…" Both mares replied as Cursed rolled her eyes while Hope just looked down.





The group soon arrived at Las Pegasus as the mobile base was parked next to a sign that said 'Magic-Con' before the group walked inside. What they saw was not what Smolder had hoped as they saw some unicorns before forming stage magic like making items disappear or a ring magic well some teen unicorns were just playing a game of cards.

“Magician of the Year Expo?” Smolder asked with a small smile. “It’s all cheap junk and gross-out tricks. I thought it was going to be magic magic, not cheese magic.” She complained.

“Not everything can be all exciting, Smolder.” Applejack told her.

“Hey! Check it out!” Helix said as he was at a magic bin with a fake arrow to the head on him while looking through some items. “Fake bugs in ice cubes, fake barf, fake dog poo, fake hooves!” He said while the others just gave him a dull look.

"Okay, we get it Helix." Twilight told him before she looked at Smolder. "Sorry if this wasn't the kind of magic you were expecting."

"Don't be so sure, Twilight Sparkle!" A familiar voice called out before a puff of smoke happened between them. "For magic is sometimes about misdirection, including if it involves the Great and Powerful Trixie!" She declared as she was wearing her stage outfit.

Most of the others all looked at her dully before they spoke up. “Hi, Trixie.” The Mane Six, Spike, and Flash said to her while Trixie raised a brow at them.

“What? No applause?” Trixie questioned.

“We’ve seen you try that trick many times.” Rainbow said dully. “And truthfully, it gets old after the many times you do it.”

"But that was a great trick you did.” Helen complimented. "How'd you do that?"

"Don't get her started." Starlight Glimmer told her as she walked up to the group. "Once you get her started, there's nothing stopping her."

“Starlight!” Twilight said as she rushed up and gave her a hug, which Starlight returned with a smile. “I didn’t know you, or Trixie would be here.”

“Well, with the School of Friendship closed for the summer, Trixie and I decided to travel Equestria while showing off our performance.” Starlight said with a smile. “And it’s been great if you try and block out Trixie’s sleep talking that is.”

"And this year, the Great and Powerful Trixie shall be named the Magician of the year!" Trixie declared with confidence. "We've been perfecting a very breathtaking performance on the way here."

"Well, as long as we're all here, you might as well take a look around before the show starts.” Dust mentioned as Smolder grimaces in disappointment. They all spread out and took a look around the convention as Smolder and Attea walked up to a booth with a sign that said 'Magic Jewels' right above it.

“These look pretty.” Attea said while looking at the jewels as Smolder looked at the mare from the stand.

“We don’t suppose you have any real magical artifacts?” Smolder asked hopefully.

“What you see is what you get, honey.” The mare said to her.

“Smolder, don’t you think you’re pushing it a bit far?” Attea asked in concern.

"I guess I was hoping I be lucky…" Smolder replied until her eyes were drawn to a bracelet with a red stone in it. She picked it up and she couldn't help but feel like she's seen the stone somewhere before she put it on her left wrist. “I’ll take it.”

“Huh, at least something that fits you.” Attea mentioned.

“Find something you like, Smolder?” Rarity asked as she and the others walked up to her and Attea. "Oh my, does that bracelet really suit you." She complimented her after seeing it.

"Thanks, but for some reason, it kind of reminds me of--" Smolder what's going to say before they all heard screaming outside.

“What is going on?” Starlight asked in shock.





“Help! Somepony help me!” A stallion cried out as he was tied up in a stray jacket while hooked up to a copter as it broke down and flew around while the group rushed outside.

“I don’t think that’s part of the act.” Pinkie said to them.

"Definitely not." Spike agreed before they looked at Helix.

"Yeah I know, hero time." He sighed before he went somewhere to transform out of sight.

“What was that about?” Starlight asked in confusion. “And shouldn’t we be doing something?”

“You’ll find out soon enough.” Twilight said to her former pupil as the stallion kept screaming while the helicopter flew around before one of the wires hit his line, bringing it as Spidermonkey web-swing underneath and grabbing the bottom of the copter.

"Don't worry, I got everything under control!" He told both the pilot and the stallion before the blade on the tail came off. "Or not!" The blade cut down some wiring as many quickly grabbed the poles holding up the electric wires while Ocellus and Helen got some civilians out of the way.

Smolder then saw the blade flying towards Fluttershy. “Fluttershy! Look out!” She called out as she ran towards Fluttershy before she did some impressive feat while the stone in her bracelet glowed and then quickly breathed fire, which was in a shade of pink, that caused her to disappear and reappear to push Fluttershy out of the way.

Fluttershy stood up and looked in shock. “Smolder… how’d you do that?” She asked.

Smolder looked at the stone and smiled as she realized what it was. “Just lucky, I guess.” She said before she stood up and rushed off.

On the copter, it kept spinning out of control as Spidermonkey quickly shot webs around the buildings, which trapped the copter in place. “Just hold on a few more seconds longer!” He called before the stallion looked up and saw the line snapped as he began to fall. “No!” He cried out.

Spidermonkey quickly jumped to try and save him while Manny, Helen, Attea, and Ocellus quickly rushed to try and catch him from below before they saw a familiar dragon wearing a bright red costume fly in before she breathed pink flames to disappear. She then reappeared to catch the stallion before breathing flames again to disappear and reappear safely on the ground.

“Mis Drago?” The heroes asked in surprise as the crowd started cheering for them for their heroics.

“Don’t even start with me about cramping your superhero styles.” Mis Drago said in annoyance.

“Uh, no. We weren't going to.” Helen told her in defense.

“We’re just happy to have some more backup.” Manny said in relief.

“But the question is, how’d you get your Mis Drago powers back?” Spidermonkey asked. "I thought they were gone for good when you destroyed those amulets."

"So did I, but I think I may have missed one." Mis Drago said as she held up her wrist to show off her bracelet and the stone in it. 





They all returned back to the mobile base, while Trixie was amazed how bigger and Hi-Tech it was on the inside, Twilight looked closely at the stone in Smolder's bracelet while she held up a book with the same Stone on a page. “It almost looks like one of the Amulets of Dezal." She said.

“But Smolder destroyed them all after we beat Hex a few weeks back.” Flash said in thought.

“We all saw it.” Spike added.

“True, but this is the legendary lost Keystone.” Twilight said while lifting Smolder’s wrist. “It’s rumored to increase ten times the powers and the skills of one of the amulets who possess it.” She explained.

"Not only that, but it also gifts the wearer more magical abilities.” Starlight added. "Such as teleportation, shapeshifting, and even magical auras like shields and beams.”

“You are so lucky, Smolder!” Helix commented.

“It’s not luck. It’s magic.” Smolder said with a smile while looking at the keystone.

“Well, there’s one good thing about that keystone, the only difference is that it didn’t give us any bad luck with your good luck.” Helen said with a small smile.

“Which is good because I do not want to get covered in cement again." Manny said with his arms crossed. "But just to be safe, are you sure there aren't any drawbacks to it? No hiccups, no exchanges of that kind of power?" 

“From what I’ve read and seen, no drawbacks.” Twilight assured them with a smile. “I guess the keystone didn’t want others to have bad luck in exchange for good lucks.”

“That’s a relief.” Attea said with a sigh. “Because I don’t want any bad lucks lurking around us.”

"How is a wagon such as this even exist?!" Trixie exclaimed and didn't even pay attention to what they were saying.

“She’s one of a kind, Trixie.” Dust said with a chuckle.





A bit later, and after explaining the details to Trixie about what they’ve been through since their trip, they are at the magic show where a magician is on stage while the crowd cheers them on. “And remember, the magician of the year will be crowned in just a few hours during the solar eclipse!” A stallion announced through the speaker. “Now, please welcome our next contestant, the Great and Powerful Trixie and her Assistant Starlight Glimmer!” He announced as a puff of smoke appeared as the two mares appeared as the audience cheered again while their friends cheered for them.

"For our first trick, the Great and Powerful Trixie will need a volunteer!" Trixie called out before she was startled when Helix spoke up next to her.

"Helix Watch, at your service!" He declared with a proud smile.

“What’s he up to?” Flash questioned as Trixie levitated Helix in the box.

“And the colt goes in, but what comes out will amaze and surprise you!” Trixie said as she was about to close the box before Helix gave a smirk.

“Yeah, they won’t be the only ones.” Helix whispered as he lowered himself down before Trixie closed and locked the box.

"Now, will Trixie's assistant, Starlight, please assist Trixie with the next part?" Trixie asked.

“Sure thing, Trixie.” Starlight said as she as she glowed her horn before Trixi said the enchantment.

“Abracadabra!” Trixie called as there was a flash of green light within before the two mares stepped back as Gravattack first came out of the box.

"Ta-da! Gravattack in the house!" He declared as the crowd cheered in amazement at what just happened.

"Uh…yes! This is what the Great and Powerful Trixie had planned all along!" Trixie said while looking shocked at what Helix transformed into while Starlight was the same thing while the others looked amused by it before a red mist burned through the ceiling and floated down to them as Gravattack, Trixie, and Starlight were pushed back before Hex appeared on stage as the crowd screamed in fear.

“Hex?!” The heroes all exclaimed in shock.

“Hey! Wait for your turn, pal.” Trixie said to Hex with a glare. “You’re ruining our act.”

"I have no time for amateurs." He responded before he used his magic to push Trixie and Starlight back before Gravattack quickly caught them. "Now give me the Keystone of Dezal!" He called, which made Smolder worried. “If it's magic you want, it’s magic you shall have!” He declared as he used his staff to send explosions around the area as the crowd screamed in panic.

"Looks like Hex is up to his old tricks and he has a couple of assistants with him." Twilight told the others with worry.

"And he's after the keystone." Helen added as she, Attea, and Manny took off their masks.

"Well, he's going to get around two from Mis Drago to get it!" Smolder declared with confidence before she ran off to change.

“Hand over the keystone or I shall destroy you all!” Hex warned.

“You forgot to say ‘Please', Hex!” Mis Drago called as she appeared on stage while Hex noticed the keystone.

"Both the keystone and Mis Drago, how convenient." He said before he blasted a magic beam right at her. Mis Drago quickly folded her wings in front of her as they created a magic barrier to block the attack.

"Okay, so that's how I use the shield." Mis Drago said to herself before jumping back from another blast.

But then Manny jumped in and tackled Hex as he tugged on his staff. “You wanna go another round, skull-face?!” He questioned.

“Spell Hope! Cursed Spark! Do something!” Hex called out to his nieces.

"Y-Yes uncle!" Hope said before she reached into her bag and threw a ring which grew each time it spun and knocked Manny off of Hex.

"They can use magic without a horn, how?!" Starlight questioned with shock.

“We’ll explain later, girl!” Applejack called as Gravattack, Helen, Attea, Techno Armor, and the others charged at them as they started fighting the two magical mares, but they were pushed back as they duck for cover while avoiding magic attacks.

Mis Drago then appeared and kicked them back. “Since you two are palling around with Hex, you two are no friends of mine.” She said with a glare before Hex grabbed her by the arm.

“There are two kinds of luck, little dragon.” Hex told her. “Let me show you the bad kind.”

“Guess what? I’m not just lucky anymore.” Mis Drago said with a smirk as she grabbed Hex’s hoof. “I am totally kick-flank!” She called as she flipped Hex to the side.

“Even with your new powers, you are no match for a master magician!” Hex declared as he raised his staff. “Now give me the keystone!” He demanded before a speaker was pushed down by Gravattack moving its gravity before it was dropped right on top of Hex.

“Haven’t you heard of finders keepers?” Gravattack questioned.

"And losers weepers." Cursed said before tossing three small pellets that looked like creatures at his feat.

"That the best you got?" Gravattack asked before he saw the pellets grow in size to his and came to life. "Oh second thought, that's pretty good." He said nervously before one of the stone golems jumped on him.

Techno Armor then flew over him and attacked Cursed as they tried to push her off. “No one messes with a magic show or my friend!” Ocellus yelled.

“Get off of me, tech geek!” Cursed yelled as her bag opened up and released a stone hammer that knocked Techno Armor away as Cursed stood up. “See you around, blob.” She said as she tossed more stone pellets that exploded on the floor as Ocellus fell through the hole.

Smolder kept fighting the stone golem before it grabbed her arm and another was about to tackle her, but Smolder used her newfound strength to clash the two stones, shattering them.

Venus then used his powers to grab Cursed and Hope in some vines as the two sisters struggled to break free. “Sorry, but this magic act is canceled.” He said before he looked at Hope, feeling attracted to her appearance while Hope stopped struggling and noticed Venus looking at her.

“What are you looking at?” Hope questioned with a brow.

“Uh, nothing!” Venus quickly said while looking away and still keeping a tight grip on them.

“Enough!” Hex yelled out as he waved his staff, which created a shockwave that sent the whole group, san Gravattack and his team, outside to the garden maze outside as they fell to the ground.

“Okay, that guy is so going to pay for ruining my act!” Trixie said with a glare while the others turned to her unamusing. “What?! I was planning this for weeks!”

"Uh, I think we have bigger problems." Twilight mentioned as a few familiar pebbles were thrown down to their hooves. Soon they all started running through the maze as the golems were chasing them down. Mis Drago suddenly was engulfed in pink flames as she was now a small little mouse and quickly ducked into the hedges.

"Shapeshifting, nice." She whispered to resolve as she looked herself over. "Now I know how Ocellus feels when she does this." And then Hex, Cursed, and Hope appeared as the three appeared in a dust of red smoke.

“Circle around, then drive them toward me like lambs to the slaughter.” Hex instructed.

“Yes, Uncle.” The twins said as they split up.





The group soon came to a dead end as the golems were coming close before Gravattack, Techno Armor, Manny, Attea, and Helen quickly rushed in and took on the golems. Gravattack used his power to levitate one before smashing it against the ground while Manny grabbed one in a headlock and crushed its head. Attea took out a couple of blasters and rapidly fired at one of them until it was nothing but a pile of rubble on the ground while Helen used her super speed to chip away at the last one until it was nothing. Soon the Omnitrix timed out and Gravattack transformed back into Helix. "Boy, are we glad you all showed up." Starlight said in relief.

"Are you all okay?" Delta questioned the four.

"Yeah, but where is Venus and Mis Drago?" Helix asked the group.

"We must have gotten split up when we were being chased by those things." Rainbow mentioned.

“Again?” Helen questioned in annoyance. “With Venus, it’s new. But with Smolder, the last time that happened with Hex, she lost her amulet to him when she got caught!” She stated.

“Well, we gotta find them before something worse happens!” Flash called as they all rushed further into the maze to find two of their lost friends.





Mis Drago crawled out of a hedge before shapeshifting back into our dragon form and accidentally bumped into Venus. “Venus?” She asked in surprise.

“Smolder? Didn’t see you there.” Venus said in surprise.

“Yeah. Have you seen the others?” Mis Drago asked.

“No. We must’ve got scattered when those stone creatures chased us through this maze.” Venus said while looking around. “And I think those magical users are searching for us.” he added before they heard rustling coming from the other side of the hedge.

"You thinking what I'm thinking?" Mis Drago asked him with a smirk.

“Oh yeah. Kinda.” Venus said as he readied his hooves as the two jumped over the hedge and Venus quickly used his powers to tie up someone, who happened to be Hope as she was knocked to the ground and lost her bag as Mis Drago picked it up.

“Not so tough without your bag of tricks, are you?" Mis Drago questioned with a smirk,

"No, but she sure is pretty." Venus muttered.

"What was that?" Mis Drago quickly asked.

"Nothing!" Venus quickly replied as Cursed quickly came around the corner and saw them holding Hope down.

"Let her go!" She demanded while sounding angry.

"P-Please, we didn't mean to hurt anyone." Hope spoke up as she looked at them with pleading eyes. "We were only following our uncle's orders."

“Wait? Uncle?” Venus asked in confusion

“She’s talking about Hex.” Mis Drago said to him before turning to the twins. “Why should we believe any of you?”

"My name is Spell Hope, and that's my twin sister, Cursed Sparks." She introduced herself and her sister. "And you already know that we're Hex's nieces. You know what he's like, he won't take no for an answer so we have no choice but to obey him."

"Yeah, and I have plans of my own just so you know." Cursed mentioned before she walked up to them. "You know we can help you. Right now he's after the Keystone of Dezal that's in your bracelet."

"Kind of already knew that since he demanded it on stage." Mis Drago pointed out. "And we know that once he gets a hold of it, it'll magnify his magical abilities."

"That's not all it can do, he doesn't just want the Keystone for that." Hope mentioned as Venus let her up. "You see with the Keystone, you can perform a very special ritual at the highest point in the city during the solar eclipse so he can recreate the Amulets of Dezal, the same ones you destroyed."

“Making new friends, my young nieces?” Hex’s voice spoke up as they turned and saw him appeared through the hedge.

“Okay, you gotta give props, the dude knows how to make an entrance.” Venus commented before Hex lifted his hoof to show the others above them. “Guys!”

"Now hand over the Keystone or watch them all suffer with their lives!" Hex demanded.

"No uncle, this has gone far enough!" Hope exclaimed as she quickly took her bag and took out some pink dust before blowing it to make his hostages disappear and reappear next to them. Before Hex could do anything else, Cursed took out her bag and released a swarm of stone bats that grabbed him.

“Cursed Sparks! Spell Hope! How dare you both betray me!” Hex yelled as he was lifted up and was dragged to the nearest pool as he fell into the water.

“Looks like you are with us.” Mis Drago said in surprise.

“Okay, now that we lost him, let’s go before Hex dries off.” Venus suggested.

"Our uncle is really going to be mad at us." Hope mentioned with a sad tone.

"Then go with our teachers and friends, we'll handle your uncle." Mis Drago told the two before Cursed suddenly pulled her in for a hug.

"Oh thank you so much!" She said so happily. "This is the nicest thing anyone has ever done for us. I will never forget this." She pulled away as Mis Drago had a bit of a disturbed look on her face. She then took off with Helix and the rest of the team to deal with Hex while the others started to head back to the mobile base.

"Uh, is it just me or was that a little weird?" Mis Drago asked the others.

“Welcome to the superhero club.” Manny said.

“Trust us, some creatures act weird around us.” Helix added in agreement.

“Like that sudden hug.” Helen said as the team then ran out of the maze, only to see Hex spouting out of the pool. “Looks like his swimming lesson is over!”

“And my watch is still on red. I need to put in the instant recharge combination.” Helix said as he started fiddling with the Omnitrix.

“No time to wait!” Smolder called as she breathed fire, but for some reason, she hadn’t teleported. “What the--?” She asked in shock before Hex floated down towards them.

“Get him!” Attea called as they charged at Hex, but his eyes glowed as he levitated the heroes in the air to keep them back. “No fair!”

"Give me the Keystone, now!" Hex demanded as he grabbed Mis Drago's wrist but realized something when he noticed something about the bracelet. He then gave a smirk before releasing the heroes. "We will see each other soon and finish our business some other time, children." He then disappeared in a puff of red smoke.

“Okay, what just happened?” Manny asked in confusion while scratching his head.

“He just left all of a sudden.” Ocellus said with a surprised look before Mis Drago looked at the bracelet and gasped when she noticed something.

“The Keystone! It’s gone!” Mis Drago called as she saw the Keystone not on the bracelet anymore.

“What?!” Helen asked in shock. “But you just had it! Where is it?!”

"Cused and Hope." Mis Drago growled as she realized she was tricked.





On a roof of a building, Hex regrouped with his two nieces. “Playing innocent was genius, my dears…” Hex said to them before he came up to them. “...though you both should have informed me first!”

“Yes, uncle, it was wrong not to, but we had to think fast when Mis Drago and her plant friend surprised us.” Cursed said as she gave the Keystone to Hex. "Luckily my sister here was smart enough to act all nice so we can get their trust and I could get close to getting the Keystone."

“No matter.” Hex said with a smirk as he held up the Keystone. “Soon I shall have enough power to destroy all my enemies and rule the world!” He declared as the solar eclipse is drawing near while Hope looked at her twin and uncle in conflict and guilt for what they were doing and for betraying her new friends.





The team soon found the rest of the group near the mobile base on the ground before they helped each of them up. "We were heading back here before we heard Cursed mumble something before we blacked out." Twilight groaned as she held her head. "When we came to, they were both gone."

“That was some trick that not even I was surprised by that.” Starlight said with a groan.

“All that ‘my-uncle-made-me-do-it’ stuff was just an act.” Mis Drago said in betray. “She needed to get close enough to me to steal the Keystone. Some her I turned out to be.” She said in shame as she took off her mask.

“It doesn’t matter. What matters is we should care about how to stop Hex and his nieces before they recreate those other charms.” Delta said to them. “From what you told us, if he regains all his powers, we’re facing another Dezal incident.”

“Hope said that the ritual would be performed at the highest point during the eclipse.” Venus said in thought.

“And the highest point around here is…” Applejack said as they all looked up to the tallest tower in Las Pegasus as their eyes widened.





From the sky, as the moon is close to blocking the son, the twins and Hex float down to the tower as some creatures come in from the elevator before Hex aimed his bow at them, which they quickly shut the elevator as Hex sealed it up. “I do not want to be disturbed.” He said with his voice echoing as he looked up and saw the eclipse forming before he brought out the Keystone, which caused it to glow as he spoke in an ancient foreign language before the Keystone floated up and the eclipse turned red.





The group soon arrived at the base of the Tower as they saw the eclipse turning red and they knew the ritual had begun. "They started!" Pinkie exclaimed in a panic.

"We need to get up there before it's finished!" Twilight declared. "The eclipse is just a few minutes away, so we still have time."

"Guess it's all up to you guys then." Smolder mentioned as she had looked down with a sad look.

“Not just us, Smolder.” Helix said with a small smile. “We’ll need some help.”

“Still feeling luck?” Helen asked.

“What can I do without my powers?” Smolder questioned in sadness.

“Smolder, you never needed magic powers to help you out before.” Spike spoke up as he got in front of Smolder. “Take it from a dragon with the ability to just teleport objects like mail and stuff. But that doesn’t stop me from helping my friends before. I admit that I was scared like almost all the trips, but I’ve seen how Twilight and the girls handle things in their adventures, and some of them are without the elements of harmony. Being a hero means putting up for what’s first, not with special powers.”

Smolder felt touched by Spike’s words as she gave a small smile before they looked and saw the creatures from the elevator coming out with security guards blocking the creatures from going up.

“The elevator is out.” Silverstream said in worry. “While some of us could fly, but the rest of us, how are we gonna get up there?”

“I’ll try to go Jetray.” Helix said as he popped the core up, but when he slammed it down, nothing happened as he saw that it was still timed out. “Oh, man, that stinks! The Omnitrix isn’t working yet!”

“But that window washer platform is." Delta pointed out as he saw one near the ground level.

“While those who can’t fly can use them, the rest of us will fly up with you.” Rainbow said as they rushed off.

“And I have an idea for my own ride.” Helix said as he rushed into the mobile base while the others went to the window washer.





At the top of the tower, Hex is still chanting the enchantment while the Keystone shoots out some magical shots while Hope and Cursed watch. “Did you really think you could ditch me that easily?” Smolder questioned as she got her mask back on. “Now give me back the Keystone or deal with the awesome powers of Mis Drago!”

"You cannot be serious". Curse said with a look. "She doesn't have any powers to fly without our wings, so it's got to be some sort of trick." Hex then used his magic to pull her up and revealed that the others were holding her up on the window washer platform before slamming them down to the ground.

“Well, so much for that idea.” Pinkie muttered.

“Your silly stunt has gained you nothing.” Hex said as he aimed his staff at them.

“You should know like I do that sometimes magic is about misdirection.” Trixie said with a smirk before Hex turned and saw Helix on his hoverboard as he whacked Hex in the face as he cheered.

“I forgot how much fun this thing is!” Helix cheered with a wide smile before she turned to the others with Flash waving to him. “Hey, cousin!”

"Helix, Hex is right behind you!" Flash called out but it was too late as Hex climbed onto his hoverboard and tried to knock Helix off.

“Helix!” Helen and Attea cried out in concern.

“I shall not be denied my destiny as ruler of the world!” Hex yelled.

“That ain’t gonna happen!” Helix called with determination as Hex tried to whack him off, but he missed as the hoverboard wobbled as Hex kept his balance and tried to whack Helix again, but he dodged as they flew around the tower.

Meanwhile, on the tower, Hope watched as her uncle was trying to get Helix off his board with his own staff in hopes he wouldn't succeed. "Hey twinsies, have you heard any good stories lately?!" Smolder called out as the group charged at her and her twin.

Cursed then threw pellets down at them, which knocked them down to the rollercoaster as she then tossed another at the controls as the rollercoasters sent the group moving. “Cursed, what are you doing?!” Hope exclaimed to her sister.

“Making sure they stay out of our way." Cursed replied with a sinister grin.

“But with the controls out, they can’t stop!” Hope called out as her sister waved off as they turned to Hex and Helix.

Helix dodged another strike before he looked and saw the Omnitrix recharged as it put in Fourarms. “Yes! It’s time for Fourarms of fun!” He called but then he was knocked off his board as he quickly switched the Omnitrix to something else as he slammed it down. “Swampfire!” He called as he blasted fire down and boosted up towards Hex and caught his board as the two flew around before they went back to the tower and fell to the floor.

Hex then blasted a beam right at his arm and it fell right off. "Hey!" He called out before a root suddenly extended out from his shoulder and went to attach to his arm before pulling it back in. "Oh man, you're in trouble now." He said with a smirk before he charged at Hex and punched him back, knocking him down.

“Oh no you don’t!” Cursed said as she was about to toss another pellet at him, but Hope grabbed her hoof and move it aside, which flew past Swampfire and hit the tracks of the coaster where Swampfire gasped when he saw the others.

“We’re not gonna make it!” Fluttershy cried in fear as they went over the tracks and started falling from the tower.

“Guys!” Swampfire called as he threw some seeds from his arms, which grew some vines as he then caught them and quickly caught Helen and Attea before they fell. “Gotcha!” he called out before he felt himself slipping. He was about to fall himself before something grabbed his legs. He looked back and saw Hope using her own magic to hold him in place. "You're helping me?!"

“I never wanted this! And I really meant what I said back in the maze!” Hope called as she strained herself to pull the heroes up. “My uncle and sister have completely lost it! This has to stop!”

"That's great to hear it all, but could you pull us up before we all fall?!" Swampfire questioned as the eclipse was completed, and so was the ritual.

“I’ll take it from here, Cursed Spark.” Hex said to his niece. “You’ll handle your traitorous sister.”

“That would be a big no, uncle.” Cursed said with a smirk before she turned to him. “Change in plans. I get the power of the Keystone and the Charms and you get squat.” She said as Hex tried to bring up his staff, but Cursed threw a pellet that knocked him to a vent and fell down. “I just needed a Master Magician to perform the re-creation ritual, and now that’s done…” She said before she walked closer to the Keystone. “Now, where was I?” She asked as she raised her hooves up as dark clouds surrounded the Keystone as the five Amulets were reformed. “The Power of Dezel will soon be mine!” She announced.

"I don't think so, the show is over sister!" Hope called out as she stood by the heroes while Smolder held up Hex's staff.

"Oh, you always wear the three-two shoes of the bunch little sister." Cursed mentioned before she chuckled at Smolder. "By the way, that staff only works in the possession of a master magician." Smolder then aimed it right at her before a beam of magic blasted her at a wall and knocked her out.

"Okay… why did it just do that?” She questioned before they saw the amulets getting to form. Swampfire saw Hex getting up before he quickly threw down some seeds and created some Vines to reach up and start crushing the amulets.

Then suddenly, the Keystone created an explosion as a vortex started sucking the wind in while magic came out of Cursed, from Hex’s staff, and almost Hope before she quickly formed a magical barrier around herself as Hex stood up.

“Do you know what you’ve done?!” Hex questioned the heroes.

“Save the day?” Yona asked in confusion before magic came out of Hex as well as he screamed in pain and fell to the floor before the Keystone flew down to Smolder, who picked it up as the eclipse vanished as the Omnitrix timed out and Helix transformed back.

“What just happened?” Rainbow asked in surprise. “And what happened to Hex and Cursed?”

“I think by interrupting the re-creation spell, it drained Hex, his staff, and Cursed of their magic.” Twilight theorizes as Smolder puts the keystone back into the bracelet to check on something as she sighs.

“And it apparently drained the magic from the Keystone.” Smolder said sadly. “And Mis Dragon along with it.”

“Hey, don’t be upset, Smolder.” Ocellus said while placing a hoof on her shoulder. “You’ve proven that you can be a hero in other ways.”

"Like maybe…" Smolder started before she noticed the hoverboard. "Riding on a hoverboard?" She asked.

“Well, maybe.” Helix said with a shrug. “I mean to take good on these things, it takes a lot of practice.” He said to her as Smolder rushed up to it.

“Then I better get started.” Smolder said as she jumped on the hoverboard and took off.

“Hey! Wait a minute! Smolder!” Helix cried out as they watched Smolder take off in the Hoverboard with laughs.

“Well, that would keep her happy for a while.” Venus said before he noticed Hope walking away. “Hey, wait, Hope, where are you going?”

“I’m going to leave. After what happened to my sister and uncle, I need to go and find my own way.” Hope said to him. “After what just happened, I need to find out there’s more to it than just evil magic.”

“Then maybe you would like to travel with us?" Twilight suggested with a warm smile. "I know some magic myself and I'm willing to teach you if you tell me how you're able to cast magic yourself."

Hope thought for a moment before she turned to them. “Well, I have nowhere else to go. But, are you sure I’m welcome in your little group? After what happened and you all nearly falling off a building, I don’t know if I would fell welcome.”

"Hey, you helped me save my friends and family." Helix pointed out. "I'm pretty sure you're okay in our book."

“And besides, everyone desverse a second chance. I know that feeling.” Starlight said with a small smile while Hope gave them a small smile for their kind words.

“I-I appricated, thank you.” Hope said with a small smile.

“Hey, it what friends do, Hope.” Venus said with a small smile. “Now, as soon as Smolder’s done with her hoverboard ride, we can continue on with our trip.” He said while Smolder is still riding Helix’s hoverboard.

“Plus I've been wondering why my uncle's staff just suddenly reacted when you held it." Hope mentioned as she looked at Smolder. "Maybe there's some magic in you after all. Magic that I can teach you how to use."

“Really?! Awesome!” Smolder cheered as she did a loop. “I could actually do magic! This is exciting!”

“Okay, easy there, Smolder. Take it one step at a time.” Gallus said to them.

“But, it will take practice and discipline, which you’ll have to learn.” Hope said as Smolder slouched in disappointment.

“Aw, but it’s summer vaction.” Smolder said as they all laughed, while they stopped Hex and Cursed for recreating the amulets and Smolder lost the power of the Keystone, they have gained a new friend and a magic teacher to teach Smolder how to use her abilities. "But I get what I paid for. So, when do we start?"

“How about, sometime tomorrow after what happened today.” Hope suggested with a small smile.

“Deal!” Smolder called as they shook claw/hoof, a start of a new friendship.
> Chapter 23: Who are you Gonna call about Alien Ghosts?
> --------------------------------------------------------------------------

At night somewhere in the forest, the others are all sitting around the campfire while the younger part of the group gives frightful looks while Rainbow Dash gives a creepy look. “And so, as the group of ponies entered the haunted house, it was dark and run down as some creaking sounds could be heard, and when they investigated the inside, the door slammed up behind them, locking them in the house.” She said in a low tone.

“They were trapped?” Silverstream asked fearfully.

“Yes.” Rainbow nodded as Silverstream cowered behind her wings. “And then they suddenly hurt a voice whispering through the winds, 'Leave now… Leave now…' The group looked around but couldn't find the source of the voice anywhere." Helix just let out a yawn as he was getting even more bored by the second.

"What happened after they heard the voice?" Helen asked as she and Attea hugged tight on Helix's hooves.

“Then after they heard the voices, they ventured further into the house. But then they noticed one of them was missing. So when they were calling out to him while searching, they saw him with his back towards him at the end of a dark hallway.” Rainbow continued. “They tried to get his attention, but it was like he never heard them. So they walked closer to him."

“Don’t walk to pony!! It's bad sign!!” Yona yelled out.

“Yes, Yona. They walked up to him.” Rainbow continued with a smirk. “But once they got close to him, he slowly turned to them and--" Manny, covered in mud and leaves, suddenly jumped out and gave out a loud roar that scared the group, except for Helix.

“Oh, wow! That was priceless!” Manny exclaimed as he and Rainbow laughed at their screaming.

“You all should’ve seen your faces!” Rainbow exclaimed through her laughs.

The group calmed down as they looked at Rainbow. “Oh yeah, you both were so hilarious." Helix told the two sarcastically.

This caught the group’s attention as they turned to Helix. “Wait, don’t you find that scary, Helix?” Ocellus asked in surprise.

“Because it sure was.” Fluttershy said with a mane on her face.

"Look, I don't know if any of you have noticed, but we've dealt with scarier things the whole summer." Helix pointed out. "Like giant Lake monsters, mutated animals, a mutant of all my aliens except for you know Gax, Gravattack, and Swampfire. Hearing a ghost story is just like hearing a bedtime story to me."

"Okay, then maybe you like to hear a ghost story about where we're heading next?" Rainbow asked with a smirk.

"Ugh, if you're talking about that Prep School my cousin wants to go to, thanks but I'll pass." Helix told her before he looked over at his parents. "Why are we even going there to meet her? And why does she want to go to that fancy school anyway? It's filled with nothing but snobs and posers."

"Because her parents are far too busy at work to be with her doing the tour of the campus.” Delta reminded him. "And since we let them know that we were back, they've asked us to look over her."

"I heard that Bancroft Academy was founded over many moons ago." Twilight spoke up. "It used to be just a castle."

"And you want to know what I heard about that place?" Rainbow asked the group. "That it was haunted with many, many ghosts with one purple eye. And the scariest part is, it's true. Long ago, on a night like tonight, the royal family that used to live in that same castle wanted immortality just as Princess Celestia has. They were so obsessed that they would even resort to dark magic."

"Oh let me guess, they ended up turning themselves into ghosts after sacrificing one of their eyes and the others they had turned purple?” Helix asked with an eye roll.

"No, they ended up opening a portal to an unknown realm." Rainbow said which surprised the group, including Helix. "In fact, the world they opened up was unlike anything they've ever seen and it was the biggest mistake of their lives. Once the portal had opened, multiple ghosts came out. Each ghost was covered in patches of skin and what was underneath will haunt your memories for the rest of your life. These ghosts were led by one who carried a scythe and could turn his head all the way around." She stated as the others shivered and shuddered at the thought, san Helix but he was a bit nervous.

“And then, when the ghosts attacked them, they got control of their bodies! They either put them under their control, or became ghost minions, slaves to their hive mind!” Rainbow called while the others flinched. “And so, they’ve spread from one to the next, until off of them and the world was put under their control!”

"Y-You're joking, right?" Helix asked with a nervous smile.

"No… Equestria could have fallen to these ghosts if it weren't for Star Swirl the Bearded." Rainbow continued. "Using all the magic that he had, he gathered all the ghosts and returned them to the realm from when they came, except for their leader. Their leader was the strongest out of all of them and he let out a very horrifying shriek when he used his sight to anchor himself to our realm and was split apart…" She whispered with a very cryptic tone. "Some say that shriek was a cry for help to his people, others say that it was a promise. A promise to one day restore himself and seek revenge on this realm for what Star Swirl had done, for ruining his plans and making all those closest to him suffer with their lives…"

They all shivered at that story before Helix broke the silence by letting out a nervous laugh. "Good one, Rainbow…" He told her. "B-But everyone knows there's no such thing as ghosts so it was obviously just a rumor. Right guys?" He turned to the others as each of them were hanging their heads down, including Rainbow Dash. "Guys?" He was about to reach out for Helen before her head just shot up and there was a single black line across her face and one purple eye with a black pupil in the center staring at him. They all had black markings on their bodies as they suddenly became white and they all started to creep towards him.

“I want to be whole!” The figure said in a creepy and spooky voice from everywhere.

“Ah!” Helix cried out as a claw formed in front of him. “Leave me alone!” He called.

“You won’t get away from me. Always the hero.” The figure said as his possessed friends surrounded him. “What a waste of potential. If you want to be helpful, help me become whole!” The voice called as Helix then screamed before suddenly falling from his bed as he fell to the ground before noticing he was back in his mobile home as he noticed the others were sleeping before seeing Helen and the others close by as he took a breath.

“It was just a dream. A really bad one.” Helix said while rubbing his head. “I guess Rainbow’s ghost story really got me.”





The next morning, the mobile base drove down the road while Helix was looking out the window while deep in thought. “Helix? Helix?” Delta called out to his son, but he didn’t hear him.

“Hey, Helix.” Flash said as he pushed Helix a bit, which got his attention.

“Huh, what?” Helix asked as he looked at the others.

“You okay, son? You seemed distracted.” Dust asked in concern.

"Yeah… I guess I'm just still a little freaked out over that ghost dream I had…" Helix replied with a shiver. "And it felt so real too."

"Well, that's what you get for wolfing down to spicy meals before bed." Smolder mentioned.

“Oh, you think you’re so smart, huh, Smolder?” Helix questioned with a look. “Maybe you should go to my cousin’s school for snobs and posers!”

"They say that Bancroft Academy is one of the top schools in Equestria." Twilight spoke up with a shrug. "But that's just their opinion."

"Again, I say filled with snobs and posers." Helix repeated before he looked at his parents. "I mean seriously, can't we just keep on driving on and let Misty go in herself?"

“No, Helix, you’re cousin wanted to see us since we haven’t see her like how we left you. And it’s only right as family we go and support her in the school.” Delta said firmly.

“So we expect you to be on your best behavior when we arrive.” Dust added.

"Yeah okay, I'll be on my best behavior.” Helix replied with an eye roll as he crossed his front legs. The mobile base soon arrived at a castle that looked larger than they thought it would as a young unicorn filly with a light blue coat and an orange mane was seen casing around the front entrance. She soon stopped when the mobile base parked in front of her and both Delta and Dust were the first to walk out.

"Hi, Uncle Delta and Aunt Dust!" The filly greeted them with a smile.

"Hey Misty, it's great to see you again." Dust mentioned as she pulled her in for a hug. "You really have grown since the last time we saw you."

"Yeah, and it's great to see you both too." Misty replied before she frowned when she saw Helix step out of the mobile base. "Although it would be even better if he didn't come along."

"Oh, so that's the greeting I get after not seeing you for a while?" Helix questioned. “I see you still look like a total dweeb as always."

"And I see you're still a total doofus as always." Misty replied before she saw Twilight stepping out of the mobile base with the others. "Oh my… is that Princess Twilight?! It's such an honor to meet you, your highness!"

“It is nice to meet you too, Misty.” Twilight said with a small smile. “Flash and Helix’s parents have told us about you. How organized you are, like me.” She said with a chuckle.

"Thanks, I made sure that my whole summer was planned out." Misty mentioned as she pulled something out of her saddle bag. "I also had each activity color coded so I didn't do the same thing two days in a row." She showed Twilight a list of activities that was laminated with a bright smile. "And getting into this school would definitely be crossed off my list of things to do during the summer. Although it would be even better if my geekazod always cousin wasn't here."

"Says the geek who laminates her list and plans her birthday six months in advance!" Helix replied.

“At least I planned my birthday on my actual birthday this year, loser.” Misty said with a glare.

“Dweep.” Helix added with the same glare as the two got each other on a standdown while the others looked at them uneasy.

“Oh boy, here we go again.” Flash sighed.

"And I'm warning you, you better not do anything to embarrass me on the tour of the campus." Misty told him.

"Don't blow a brain gasket, cootie queen, I promised to be on my best behavior." Helix replied.

“Oh, why doesn’t that make me feel better?” Misty questioned.

“Okay, enough!” Delta said firmly to the two. “If we don’t wanna keep the tour guide waiting, we should get going.

“Yes, Dad/Uncle.” Both Misty and Helix said before they glared at each other before they walked off.

“I’m starting to see why those two never got along.” Helen said with a concerned look.

“Yeah, they’re like opposites to each other. And Misty is more like Twilight.” Rainbow said as Twilight sighed as they followed after the others.





As they walked around the campus, they followed a unicorn filly wearing the school uniform as she was talking to them. “And recently, Bancroft Academy was awarded the prestigious solid gold Main Kauf Trophy for top rated prep school on the East Coast." She told them as Misty looked excited while she looked around. "So you can see why we're very picky about who we admit. So many delude themselves into thinking they are Bancroft material. It's so sad really."

"Well, I have a 4.2 GPA." Misty told the tour guide. "I'm president of the science Club, treasurer of the science society, volunteer at several local charities, and I'm a member of my school's Jiu-Jitsu team." She listed out as the tour guide only gave her a look.

"How nice for you." She said with a fake smile before frowning and walking forward. Misty however was not expecting that response as Helix let out a small chuckle.

"Leave…" He heard a young female voice whisper in the air which made him look around as he could have sworn he saw something flying through the air. "Get out now…"

"Do you have a question?" The tour guide asked Helix to get his attention.

"Uh, yeah… why are there so many kids here during the summer?” He asked as he noticed a bunch of ponies around.

“Attending our prestigious summer school session.” The filly said with a mocking smirk as they continued on.

“Summer and school, there’s two words that should never be used together.” Helix commented as Misty glared at him. “What?”

"I guess she just doesn't get the joke of yours." Helen whispered as they continued on.

"And you were right about this place, it is filled with snobs and posers." Attea whispered to him.

"I have a question!" Pinkie exclaimed as she bounced around the tour guide filly. "Rainbow Dash told us this really spooky story about this place and how it was haunted by many ghosts many moons ago. Is that true?"

“Oh, those are all just foal tales. Rumors to just scare others away.” The tour filly waved off as they walked down a building. As they continued to walk past some archways, Helix saw his shadow turned into a ghost for a moment, which made him gasped as he turned back and saw it was normal as he rubbed his eyes just to be sure.

“Maybe mom and dad are right. I just need some sleep.” Helix said while looking at his shadow before continuing on as the group entered a science lab.

“And this is our science lab.” The filly said as Misty and Twilight gasped when they saw a huge piece of equipment.

"Oh my Celestia, is that an electron microscope?" Twilight questioned with amazement.

“These things are so amazing and hard to find!” Misty called as she turned to the filly, who raised a brow at her as Misty frowned and looked away.

“Sheesh, can she lighten up?” Rainbow questioned to the others.

“I’m starting to see why Helix would hate it here.” Hope said with a brow.

“Maybe we shouldn't have come here.” Manny whispered to the others as Helix walked over to one of the beakers. It suddenly started to boil before a purple eye was seen inside of it.

"Get out now!" The same voice he heard before spoke from the beaker and freaked him out.

"Go away!" He shouted as he hit the beaker and it shattered onto the floor in front of the tour guide, who looked at him with a brow.

"Hehe, that's my cousin for you!" Misty said before pulling Helix into a headlock. "Always joking around!" She said before all the flames in the science lab lit up, which shocked them as the beakers then began to burst.

“Helix, what are you doing?” Applejack questioned.

“Hey, I’m not doing this! Honest!” Helix said in defense before the sprinklers went off and soaked the tour filly, who was leering at them.

“This is not going to look good on your application.” The filly said naturally. “Bancroft is a no-freak zone.”

“Hey, don’t blame us for something we didn’t do!” Manny yelled as he got in front of the filly. “And who are you calling freaks?” Helen quickly elbowed him in the side, while the other young ones glared at the tour guide.

"It must be that ghost who tried to take over Equestria!" Pinkie shouted.

“Well, one freak is Pinkie, but you get the point.” Attea said with a firm look as the tour guide offed and looked away.





In a gym, the Circus Freaks that the heroes fought with Zombozo a while back are looking at the trophy display. “See what I mean? Easy money.” Acid Breath said with a smirk as they walked towards the display before a security guard entered and saw them.

“Hey, this room is off-limits without an escort.” The guard said while the Circus Freaks smirked at him.





The tour guide was seen leaving the group behind as she was soaking wet before Misty quickly ran up to her. "I'm so sorry about my cousin!" She apologized. "Actually, we're not really even related. I'm pretty sure his parents found him at a zoo or something, honest!"

"At BA, it is as important to who you are as what you've done." She told Misty with a look before glancing over at Helix. "You know, if you're a pony from a quality family." She added as Flash, Helix’s parents and Helix glared at her from that as she walked off.

Misty gave a growl as she marched up to Helix. “Helix Watch, I’m gonna…” She was trailed off when Helen and Attea got in front of her. “Get out of my way! I’m gonna teach my cousin a lesson!”

“Yeah, we don’t think so.” Attea said firmly.

“Helix didn’t even do anything, yet you’re putting the blame for what happened in the lab on him?” Helen questioned with an angryangry look. “That’s not right and uncalled for."

"But he ruined my chance to--" Misty was going to yell before they heard the sound of glass being broken not too far from where they were.

"I'm gonna go check that out!" Helix quickly said before he rushed off with both Helen and Attea following behind.





They soon arrived at the gym and saw that the display case was broken and one of the trophies was missing. "Okay, who could have done this?" Helen questioned before they heard familiar laughing coming from inside the gymnasium.

Once they entered, they saw the three Circus Freaks have the security guard on top of the curtains. “You again?!” Helix called as the freaks turned to the three as Helen and Attea took off their masks.

“It’s the colt and wheel dino who took down Zombozo.” Thumbskull mentioned when he saw them.

"And it looks like they brought a frog with them." Acid mentioned when he noticed Attea.

"It was a sweet gig working for that clown, and you ruined it!" Frightwig told them with a glare.

"Hey, it's not our fault you were working for a zombie clown who was siphoning the happiness out of his audience.” Helen replied as Helix activated his Omnitrix.

“Well, it’s payback time!” Frightwig exclaimed.

“How about a little Heatblast fire to light a lit under you freaks?” Helix suggested as he slammed the core down, but instead of Heatblast, he transformed into Goop. "Or maybe a rematch with Goop?”

“Nice trick kid,” Acid said as Thumbskull threw the benches at them, which Helen grabbed Attea and rushed out of the way as Goop got hit by the rumble as Acid sprayed acid at them. “But we ain’t scared of no slime.”

"You forgot that I beat you before as slime before." Goop mentioned as he emerged unharmed from the acid wreckage as the others entered the gym.

“It’s those circus freaks!” Flash exclaimed in shock.

“Who?” Misty asked in confusion.

“We’ll explain later! Because I want payback for stealing our happiness!” Manny yelled as he smashed his ‘hooves’ together and took off his mask, which revealed his true form which shocked Misty as Ocellus armored up while they, and Venus charged at them.

The team was about to charge at one of them before something very strange happened. The mat underneath Acid Breath suddenly lifted up and slammed him against the wall. "Uh, Hope, did you do that?" Goop asked in confusion before he was suddenly punched by Thumbskull, only for his hoof to go right through his body. “Dude, I’m literally made of slime.”

“Doesn’t stop me from trying to punch--AAAAHHH!” Thumbskull yelled in pain as he felt a surge of pain coursing through him before he fell to the ground in pain.

“Okay, what is going on?” Ocellus asked before Frightwig swung her mane at her, but then it was caught by something else in mid-air as Frightwig was dragged to the ground and was smacked multiple times.

“Okay, something is not right.” Twilight said in concern. “I don’t know how, but it’s like something else is fighting the Circus Freaks.”

“Yeah, but who?” Applejack questioned as Misty ran up to the heroes.

“You all are trashing the whole gym! Are you all trying to ruin my chances of getting accepted here?!” Misty questioned angrily at them.

“Seriously, dweeb!? That’s what you’re conerned about!?” Goop questioned. “Especially we’re not the ones trashing it!”

"Helix, is that really you?" Misty questioned in surprise before Goop quickly grabbed her when Thumbskull threw a sandbag at them.

“Let’s get out of here!” Frightwig called as Thumbskull picked up Acid Breath and they ran toward the exit.

“Oh, we can’t let them get away!” Manny called as he and his team rushed after them as Misty looked in shock before turning to the others.

“W-What just happened?” Misty questioned her aunt and uncle.

“Uh, yeah. There’s something we should tell you.” Dust said as they had a feeling that Misty wanted explanations.





Outside, the Circus Freaks tried to get away from the heroes as they chased them down. But then suddenly, something was tugging on Goop's anti-gravity disc as he was being pulled over to a building. "Whoa hey, what's going on?!" He questioned as he tried to pull away but couldn't.

"I'm trying to get you out of here before he sees you." He heard the voice from before, only this time it was closer.

“W-Who are you?! And who’s he?” Goop questioned before the Omnitrix then timed out as he transformed back, which got the group’s attention.

“Helix!” They all called as they rushed up to him, now back to normal with the Omnitrix timed out.

“What happened?” Venus asked in concern.

“I don’t know. Something grabbed Goop’s anti-gravity projector and pulled me here.” Helix said while rubbing his head.

"What happened?" Helen asked with concern.

"Something is haunting me, that's what's happening." Helix replied. "I heard a voice just outside the courtyard, and then again in the science lab. Just now when something was pulling on Goop's anti-gravity disk. She was saying she was trying to get me out before he saw me."

“He who?” Manny asked.

“And who is she?” Attea questioned with a brow.

“Oh, that would be me.” The voice said again as the others turned and saw something coming out of the walls as coming in the shadows was a ghost that was grey and had black lines, with one purple eye, two long arms with her razor sharp claws, her hair was like her form while her feature is showed to be a female. “It’s so relieved to finally see you, face to face.” She said while the heroes looked freaked out by her appearance.

“That’s a g-g-g-g-g-g-g-g-g….” Ocellus stammered nervously as her Techno Armor began to shake in fear from seeing the ghost.

“Uh, is she okay?” The ghost asked in concern while the others kept looking at her in fear before she realized why they were looking at her. “Oh, right. You all are freaked out when you see someone like me from out of the blue. Guess I should’ve been more careful before revealing myself.”

"Y-You're a ghost…a real ghost…" Helen spoke up as she pointed towards her. "Th-The Ghost of Bancroft!"

"Th-The same one who tried to take over Equestria!" Manny added in a panic.

“Uh, yeah. I’m surprised that name is still remembered these times.” The ghost said with a shrug.

“W-Why are you so natural?” Manny asked fearfully. “Aren’t you gonna try and possess us and rule Equestria!?”

“Okay first off, I’m not you’re an average ghost.” The ghost said as she waved her arm. “I am known as an Ectoneurite.”

“And Ecto-what’s-it?” Venus asked in confusion.

“She said Ectoneurite.” Attea spoke up. “They are an alien race from another dimension far from any galaxy. They are known to be the most vile and creepiest alien in the universe.”

"You mean, she's not a ghost but an alien and that story about ghosts from another realm was all fake?" Helix asked.

"Well no, it's half true." The ghost told him. "We are ghosts but we're also aliens, and Anathtos holds more than just my kind but I don't have time to explain. We have to get you out of here before Zs'skayr finds out you're here."

“Zs’skayr, who’s Zs’skayr?” Helix asked nervously before coming out of the wall was another Ectoneurite.

“That would be me." They heard a spooky male voice say before they looked up and saw  another ghost with a body that was purple/blue and he had whitish-grey nails. His spine was sticking out of his back, his tail was fully exposed with black and white stripes and he had spikes on his elbows with whiter, less sharp rows of teeth. "At last, the one who bears the Omnitrix, that will make me whole again." He said as he floated over to them while his head rotated a bit on his neck before looking at the young female Ectoneurite. "Very well done bringing him here, my little daughter, Zs'spoocy."

"D-Daughter…?" Helix repeated with fear before looking at Zs'spoocy. "You two are related?!"

"And man, is he uglier in person than Rainbow Dash made him out to be." Manny mentioned.

"W-What do you want?" Helen asked Zs’skayr.

"I need the power of the watch to make me whole again, considering that miserable of split my DNA when he returned my army back to Anathtos." Zs’skayr answered. "You see, once the Omnitrix takes my sample, my Consciousness will still exist. But I can't have myself trapped inside it now can i? So now I'll have to take over your body, young one." He told Helix as he slowly approached him before Attea quickly took out her Blaster and tried to shoot him, but the blast only went right through him and hit the wall.

“Uh, Attea, he’s a ghost, remember?” Helen reminded her nervously.

“Oh, right.” Attea said fearfully as they all backed away from him while she and Helen, as well as Manny, Ocellus, and Venus stood in front of Helix.

“Stay away from him!” Ocellus called out but Zs’skayr just only phased through them as he approached Helix. He was about to reach out and grab Helix before his daughter quickly grabbed Helix first and pulled him into the sunlight where Zs’skayr's hand started smoking and burn while he screamed and pain.

“You can’t go into the sunlight, father!” Zs’spoocy exclaimed as she then used her tail and whacked her father away as he phased through the wall. “Phew, that was close.” She said as she turned to Helix. “You okay?” She asked as Helix watched in shock as he slowly nodded his head.

“Uh, what just happened?” Attea asked weirdly. “Because I don’t remember Ectoneurites burning up in the sun.” She said in confusion.

"Let's just get out of here." Helix said as he was about to walk away before he bumped into something and got startled.

"Whoa, Helix calm down." Applejack told him as it was her he bumped into.

“Oh, Applejack is just you.” Helix said in huge relief as he and his team all calmed down as the others came to them.

“Are you okay, darlings?” Rarity asked in concern.

“You al look like you’ve seen a ghost.” Spike commented before they took notice of Zs'spoocy. “AAAHH! GHOST!” He screamed in fright before he then fainted on the ground.

"I-Is that…" Rainbow was going to ask but was too scared to even finish.

"Guys, you're in for a long story." Helix told them with a fearful look.





Meanwhile, Zs’skayr emerged from a different part of the school as he held his hand in pain. "I am going to claim the Omnitrix and restore myself, I'm going to need some help." He said to himself before he looked outside with the sun still shining. "But first, I'm going to need a temporary vessel if I'm going to find those circus freaks that were here." He said as he looked around and saw a colt playing a tuba, which he then snuck on him as the colt screamed before Zs’skayr possessed him as he walked out and raised his hoof as he wasn’t burning. “These frail bodies are such good way to beat the sun.” He said as he walked around the school.





In another part of the school, Helix and his team are searching every door while the others, who managed to come too and were brief and greeted by Zs’spoocy while searching around. “My father gotta be around here somewhere.” Zs’spoocy told them while going through some walls.

"So you are a ghost, but you're also an alien from a place called Anathtos called?" Twilight questioned her as they continued to look.

"Pretty much." Zs'spoocy replied.

"So that means it was an alien invasion Star Swirl stopped many moons ago." Delta theorized. "But how come you're still around? I thought he gathered them all up and sent them back."

"Well the Lord and Lady that used to own this castle had a child which my father used to hide me in when I was born." Zs'spoocy told them. "And considering my species age very differently, I'm pretty much the same age as your son now."

"I still can't believe that my doofus cousin is all those alien heroes I've heard about on the news." Misty mentioned with disbelief.

“Okay, will you quick calling him names, Misty?” Helen quesstioned in anoyance.

“Because that’s just rude to say.” Fluttershy added in ageement.

“What? He is a doofus.” Misty said with a shrug.

“You know, I’m starting to see why Helix never talked about you, you’re more immature and rude than he is.” Gallus said with a brow.

"Besides, you're still a major dweeb yourself." Helix told her before he looked at Zs'spoocy. "But how come you're helping me and not your own dad? Wasn't your species going to take over our world?"

"Well, I was with my dad's plan at first, but after spending so much time on this planet, I've grown to love it." Zs'spoocy told them. "And I know what you're thinking, why would a monster alien such as myself love a place like this when in my homeworld all of you are considered monsters?"

"Whoa wait, on your home planet we're the monsters?" Rainbow questioned her.

"Yup, anything you consider ugly or horrifying is beautiful and amazing on Anathtos." Zs'spoocy told them. "So anything cute or adorable, basically not like us, is considered ugly and terrifying. Sort of like that marshmallow unicorn." She said while gesturing to Rarity.

“Excuse me?!” Rarity questioned with a ticked off offended expression as her right eye twitched.

"Okay, but why does your dad want the omnitrix?" Dust asked her before Rarity could blow up.

"Well you know the Omnitrix can house many DNA from across the universe. It can even rebuild DNA from the smallest of pieces." Zs'spoocy told them. "And you saw what happened when he tried to reach for you out in the sunlight. His DNA is damaged and now he can't go into the sunlight, he has to stay in the shadows to survive."

"Like a vampire?" Venus questioned. "But you don't have that problem when you're out in the sun."

"So if your dad Zs'skayr possesses me, he'll be whole again?" Helix asked as she nodded in response. "And I don't think that's the worst part. With the power of the watch, he'll be unstoppable and take over the entire world. Which means we got to find him before nightfall."

“Well, we might have something from our plumber days that might help even the odds.” Delta said with a thoughtful look. “Do we still have it in the truck?” He asked Dust.

“I think we do, honey. Gotta be prepare.” Dust said with a smile.





In an abandoned building, the Circus Freak are hiding there while Frightwig gives a sarcastic look. “How tough could it be to rob a school? It’ll be easy money.” She sarcastically said to Acid Breath. "That's the last time we let you come up with any plans." The door to the abandoned building suddenly opened as they saw a shadowy figure at the doorway.

"Great, it's that colt with the watch." Acid assumed. "Let's get out of here before we change into something to beat us up."

“Attention, freaks. You are now my minions.” Zs’Skayr said as he stepped forward. “Obey my commands, or feel my wrath.” But when the Freaks saw him, they all laughed at him hysterically as he glared at them. “I don’t think you realize who you’re dealing with.” He said as he then exited the colt’s body as the Freaks stopped laughing when they saw him.

The colt turned when he saw Zs’Skayr and screamed in fright before he exited the room and out the door. “I am not that colt.” He said as he floated towards them. “But serve me, and I promise you’ll never see him again.”

“What if we don’t want to help you?” Thumbskull questioned.

“I was hoping you’d ask.” Zs’Skayr said with a smirk before he flew into Thumbskull as he groaned and grunted as he fell to his knees before his eye color changed to Zs’Skayr’s.

“What’s happening to me?!” Thumbskull questioned before he was flung around the room before Zs’Skayr exited his body before tossing him to a wall as he fell to the floor as Acid Breath and Frightwig looked at him in horror.

"Any other questions you like to ask?!" He questioned them as they both looked nervous.

"W-When do we start, boss?" Acid asked.

"Tonight, and I promise that you'll have your revenge on the one who destroyed your last boss." Zs'Skayr told them.





Soon night fell as the group was out in the courtyard as Delta was holding up some sort of scanner. "We've been at this for like hours!" Misty complained with concern. "If that ghost guy trashes the campus, he'll never get admitted!" They all stopped and looked at her with a brow. "Not that it's not important as saving all of these innocent ponies." She quickly added with a sheepish smile.

"Nice save." Smolder told her sarcastically as they continued on.

Delta looked at his scanner as he picked up something. “I’m picking up some trace of spectral activity from around that corner.” He said.

“That’s my father.” Zs’Scoopy nodded in confirmation.

“Okay, let's get our game faces on." Helix told the others before he activated the Omnitrix and programmed Gax. The moment he pressed the two buttons and the core popped up, he slammed it down and transformed into the alien he wanted while Ocellus armor up, and the three disguised Young aliens took off their masks. "You guys ready to fight a ghost?"

“You know it, Helix.” Helen said with a smirk as she pulled her visor down, Attea ready her blaster, Venus ready his hoof, Hope ready her magic, Manny cracked his knuckles, and Ocellus armored up.

“Great. Let’s go.” Gax said as he walked forward. “Alright, Z-Freak! Let’s settle this!”

“Because Helix isn’t your’s to take you… Band Geek?” Attea said as they just saw one of the students sitting on a bench. The moment he saw them however, he got startled and rolled back out of the bench.

"Ah, more of them!" He screamed before he ran away from them.

“It’s okay! We’re the good guys!” Venus called out. “We swear!” He assured.

“Maybe we should becareful who we charge to.” Hope suggested with a sheepish look.

“Are you sure that tracker is working, Delta?” Sandbar asked with a brow.

“It should be.” Delta said.

"My dad must have possessed him to survive the daytime." Zs'spoocy theorized. "That's why we thought it was him."

“So if that wasn't Zs'Skayr, where is he now?" Manny questioned before they heard screaming coming from behind them. They saw multiple students running out of the building before they saw the Circuit Freaks holding the tour guide filly hostage in Frightwing's mane.

"We don't have time for you freaks, so the party's over!" Gax told them.

“You got it all wrong, tentacle-head.” Frightwig said with a smikr. “It’s just about to really get rolling!” She declared as Acid Breath steps in, with Zs’Skayr possessing him.

“And it’s a surprise party.” Zs’Skayr said as he exited Acid Breath. “Hello, daughter, made new friends?”

“Father.” Zs’Scoopy said with glared at him while the other half of the group cringed back.

"Whoa, you must have gotten your looks for your mom because that is a horror movie come to life.” Flash told her as he pointed to Zs'Skayr.

"He really puts the ‘ug’ in ugly." Misty groaned in disgust.

"You ain't seen nothing yet." Zs'Skayr told them before he flew straight towards Gax to try and possess him. But the moment he made contact, he ended up as slime all over him as Gax was trying to get him off him.

“Will you get off of me!” Gax called as he got a firm grip on Zs’Skayr and tossed him away as he reformed.

“What just happened?” Pinkie asked in surprise.

“It seems I cannot merge with him while he’s in alien forms.” Zs’Skayr theorizes. “No matter, time is on my side. You will be back to your equine form again soon enough.”

“But we have a surprise of our own.” Dust said as she raised a device and fired a beam at Zs’Skayr, which he barely dodged before his arm got hit as it started smoking.

“Daylight at night?!” Zs’Skayr exclaimed in shock and pain from the beam.

"Say hello to our Sungun, it can project a beam as bright as the sun." Dust told him with a smirk.

"Clever." Zs'Skayr mentioned before dodging another beam. "But not clever enough!" He then flew and started possessing Thumbskull again when the beam was being aimed right at him.

“I hate this!” Thumbskull groaned before Zs’Skayr took over.

“As long as I am in a host body, your weapon has no effect.” Zs’Skayr said as he charged at Gax and punched him back before Gax dodged him as he crushed a statue before Gax grabbed Thumbskull and summer-saulted him over his shoulder before knocking him into more pillars and tossed him to the ground.

Frightwing face-hoof herself before Acid Breath quickly jumped in and started breathing acid spit right at Gax. Gax quickly ran to dodge the acid before taking cover behind a statue which melted from the acid. The possessed Thumbskull soon stood up as Acid Breath jumped on top of them before Gax charged at them. Acid Breath continued to spit acid at him but he kept dodging it side to side until he knocked Acid Breath off of Thumbskull before using his tentacles to throw Thumbskull right the steps. Zs'Skayr quickly emerged from him before he possessed Frightwig and threw with the tour guide filly away. She was about to hit a wall if Misty had not caught her as they both crashed onto the ground.

Misty looked at the tour guide filly with a sheepish look. “Ha-ha. So should I turn in my admissions application to the main office, or just give it to you?” She asked.

Gax rushed in as Possessed Frightwig used her mane to toss Gax after catching him to the legs before he stood up and blocked each strikes before he grabbed her mane and pulled her to him as he glared at her before using her mane to tie her up and tossing her to the ground.

“Go ahead and play musical freaks all you want, Mr. Ghosty.” Gax said with a look. “I’ll just kick their flanks.”

Zs’Skayr then got out of Frightwig. “You’re right, maybe I need a new partner.” He said as he looked around and caught eyes at Helen helping Misty with the tour guide filly. "One who will be more interesting for you to battle against." He then flew straight towards them as Gax realized what he was going to do.

"Misty, Helen, look out, he's going for one of you!” He called out as Misty screamed when she saw Zs'Skayr coming at them. Helen quickly pushed both fillies out of the way before Zs'Skayr went into her and she fell to her knees. "Helen!"

Helen cringed as her eyes turned into Zs’Skayr's color eye as he gave a sinister chuckle as she retracted her visor. “Too late. Let’s have some fun.” Zs’Skayr said before he got up and kicked Gax back, who dodged Possessed Helen’s strikes as she used her superspeed around Gax. He kept blocking them before he grabbed her tail and tossed her to the wall as she fell to the floor.

Helen’s eyes returned as she groaned and rubbed her head before Gax towered her. “Helix? What are you doing?” She asked before Zs’Skayr to control again and sweep his legs with her tail. A vine then shot out of the ground before grabbing the possessed Helen and hanging her up as Venus was using his power.

"Helen, if you can hear me, you gotta fight him!” He called out as Possessed Helen gave a smirk.

“She can’t while I’m in control.” Zs’Skayr said before he used Helen’s hand to speed up and broke free, but a cube suddenly formed around her as Hope was using her magic.

"Then we'll just break that control." Hope said before the possessed Helen started running around from within the cube at a very high speed. Hope was surprised as she tried to hold the cube together, but cracks formed before it break completely, sending Hope back.

“Good luck trying.” Zs’Skayr said as he sped off before Manny got in front of her and punched her down.

“I’m gonna say this once, freak. Get out of my friend’s body!” Manny yelled as he was about to give another punch, but Possessed Helen then sped around him and give multiple quick punches as Manny cried out in pain before he was uppercutted to the chin and fell to the floor before he sped up. “I hate superspeed.” He muttered in pain.

Ocellus flew over head and started firing stun blasts at Possessed Helen, but she kept avoiding her shots as she took out some benches and trees. “She is too fast! I can’t get a shot!” She called before a trashcan was tossed at her, sending her falling.

“Can’t hit a moving target!” Zs’Skayr quipped as he kept moving before Attea got in front of her and delivered a strong punch to the face, which knocked Possessed Helen down a bit as she rubbed her head.

“Not gonna lie, that felt good.” Attea said before Possessed Helen stood up and growled before she grabbed Attea’s arm and spun her around very quickly before letting her go as Attea felt dizzy and fell to the floor. “Okay… bad call.” She said before Possessed Helen then sped up the wall and into the roof of a building.

"Oh no you don't!" Gax called out as he leap towards the building rooftop after the possessed Helen. The others followed by flight or by climbing after the two.

Possessed Helen made it to the top just as Gax came as well as the two stare at each other, but then the Omnitrix started beeping, much to Gax’s horror and Zs’Skayr’s delight. “Ah, music to my ears.” He said just as the Omnitrix timed out as Helix backed away while Possessed Helen marched up to him.

“Helix!” Dust called out as she tossed her son the Sungun, which Helix quickly grabbed and aimed it at Possesed Helen.

“Come on out, so I can fry your pale flank!” Helix challenged.

“I have an even better idea. Drop the weapon, and I’ll possess you and take over the world!” Zs’Skayr declared.

“Fat chance!” Helix said before Possessed Helen quickly ran to the edge of the roof.

"Then you better hope she doesn't fall as fast as she runs!" Zs'Skayr told him as he was threatening Helen's life. “Your choice hero, your friend's life or the Omnitrix."

The others all gasped as Possessed Helen stepped back a bit when they got close to her, but then she groaned as her eyes returned to normal. “Helix? Guys? W-What’s happening?” She asked before the Circus Freaks got their bearings and jumped up to the side before Zs’Skayr regained control. “The next sound you hear, will be your girlfriend’s screams as she takes a big dive!” he declared before giving out a sinister laugh.

Helix looked at her for a moment before he gave a sad look and dropped the Sun Gun to the ground before kicking it to the side. "Now let her go." He told Zs'Skayr before she let out a yell when he released her.

“Wised, choice.” Zs’Skayr said as Rainbow quickly caught Helen and put her down and away from the edge as she groaned and looked at Helix.

“Helix… don’t…” Helen pleaded as Zs’Skayr flew between Helix and the Circus Freaks.

“Eliminate them all!” He ordered the freaks as they charged up them.

“We had a deal, you Nightmare Night reject!” Helix yelled angrily.

“You had a deal with me, not them.” Zs’Skayr countered. "After all, I promised them revenge against you and what better way to get revenge than making you watch as they destroy your friends and family?!" Helix then saw the circus freaks grab hold of his friends and family and was about to crush them before he saw the sun gun he tossed away. He tried to grab for it before Zs'Skayr quickly synced his claws into him. Helix then screamed in pain as he could feel Zs'Skayr trying to take over.

"Helix, no!" Helen cried out before they all saw green lightning shooting up from the Omnitrix. Soon the Omnitrix turned green and the core quickly popped up as Helix tried to reach for it while Zs'Skayr was about to possess him. Zs'spoocy clenched her fist as she quickly flew over and slammed down on the core as they were all blinded by a flash of green light. When the light died down, all they saw was Zs'Skayr holding his daughter by the throat.

"Nice try my dear, but you're too--" he was going to say before he started gagging and something in his body started moving like it was trying to push out. Soon an Ectoneurite with green chains around his wrists and neck emerged from him as he had one green eye and the Omnitrix symbol on his chest.

“Looking for someone, freak?” The Ectoneurite said while tapping to the Omnitrix on his chest. “And by the way, the name’s Ghostfreak! And also, have you showered at all in your time here in Equestria?!”

“Get him, you fools!” Zs’Skayr yelled as they tried to attack Ghostfreak after letting his friends and family go as Frightwig swung her mane around, but it only went right through him and hit Thumbskull instead.

"Nice shot, but try aiming higher next time. That way he'll get more blood to his head." Ghostfreak joked before dodging some acid spit from Acid Breath. But Thumbskull cringed in pain as he fell down, much to Zs’Skayrs frustration as he saw Ghostfreak and Zs'spoocy phasing through the walls. "Hey freak, come and get me!" 

Zs’Skayr was about to follow before turning to the Freaks. “Get them!” He ordered as he pointed to the heroes as they went down stairs and the Freaks followed before Zs’Skayr phased through the wall and saw that he was in the middle of the clock tower. “You can run, but you can’t hide!” He called while searching around for Ghostfreak and Zs’spoocy.





The Circuit Freaks soon arrived in a kitchen as they were looking for the group. "Spread out, they couldn't have gotten far." Acid Breath told the other two as they split up.

Thumbskull searched the fridge as he ate some desert before closing it before he saw a relection of Manny behind him, which he turned and growled as he chased after him. Manny ran to a storage room as he opened it up just as Thumbskull charged at him, but Manny grabbed him and flipped him over as he crashed into the shelves and to the ground.

“That was for draining me and my friends of our happiness.” Manny said with a look before he closed the door.

Misty, Twilight, and Attea looked around just as Acid Breath moved the counter as he looked at them with a smirk. “It’s just you three and me, preciouses.” He said.

“Bring it on, stink-breath!” Misty challenged as Acid was about to breathed out, but Misty quickly grabbed a fire extenguisher and sprayed him directly in his mouth as Acid began coughing to get the taste out before Attea grabbed a frying pan and knocked him out could as he fell to the ground.

“Great thinking, Misty.” Twilight complimented.

"Thanks, that guy needs like a thousand breath mints.” Misty mentioned before Frightwig jump onto the counter and knocked them all down. She then used her mane to squeezed the three girls as they struggled to break free.

But then Helen came in and carried a large jug of cider and dumped it on her as she fell and tripped to the ground as the others regrouped as Helen gave them a thumbs up.





Back in the clocktower room, Zs’Skayr was searching around for his daughter and Ghostfreak as they kept hiding behind some pillars. “It’s not fair that even when you’re invisible, Ectonurites can still see you.” Zs’Scoopy muttered in annoyance.

"No, but that would also mean we can still touch each other." Ghostfreak added before he phased through the floor. Zs'Skayr soon poked his head through a pillar before he was suddenly punched in the face by Ghostfreak when he came up from the floor. "You want my Omnitrix, this one right here?" He taunted as he pointed to the Omnitrix on his chest.

“Sorry, father, but it’s already taken.” Zs’Scooby said as she came up from behind him and whipped her father back as he flew through the walls as each ghosts were punching Zs’Skayr repeatedly as they knocked him to the ground.

“At this rate, we’ll beat him in…” Ghostfreak was cut off when the Omnitrix started beeping. “Oh, poop.” He muttered as Zs’Skayre came to the same conclusion. “Aw, man, not now!” He called out.

"Yes now." Zs'Skayr said with delight. “Just think of it, with the power of the Omnitrix and your DNA, nothing can stop me!" Both Ghostfreak and Zs'spoocy had to think fast before he the Omnitrix time down until Ghostfreak noticed a bit of sunlight on his hand as both of them saw sunlight coming from behind curtains of the tower.

“Well, it’s time for you to see the light, father!” Zs’spoocy said as she and Ghostfreak pulled down the curtains as Zs’Skayr hissed in pain as he tried to escape it, but there was no shade as he screamed in pain and them crumbled into dust in a burst of flame just before the Omnitrix timed out and Helix transformed back as he landed on the railing and sighed in relief.

“So glad it’s finally over.” Helix said in relief before turning to Zs’spoocy. “Hey, thanks for your help. And uh, sorry about your dad.”

“It’s okay. He was already lost in the dark as it is that he couldn’t handle the light.” Zs’spoocy assured as she saw the remains of her father spreading all over the room. “Literally.”





After regrouping and the police arriving, they arrested the circus freaks as the tour guide passed them before looking at Misty. She then gave a huff before walking away as Misty had a sad look on her face. “Something tells me I'm never getting into the school." She muttered.

"Oh come on, you don't need this dumb school to prove you're smart.” Helix told his cousin. “I mean, you saw how they all just ran away from those freaks while you were able to take them on. That's proof enough you're smarter than any of these snobs and posers." Misty looked at him for a moment before pulling him in for a hug.

"That's gotta be the nicest thing you've ever said to me." She mentioned with a smile. “Thanks, Helix.” She said before she broke the hug and walked off.

“Ugh!” Helix criedn ind disgust, but once the others are out of sight, he gave a small smile and chuckled.

“You really meant it to your cousin, huh?” Helen asked, which made Helix startled as he turned and saw her leaning on the wall.

“He-Helen! I-I thought you were with the others.” Helix said nervously.

"Hey, it's okay." Helen said with a smile. “I won't breathe a word of this to anyone."

"Neither will I." They both jumped when they heard Zs'spoocy speak up before they turned to see her. "You won't mind if I come along, will you? I'm kind of getting tired of this place."

"Sure, after the way you handle those freaks back in the gym, we could use someone like you on our team." Helix told her before she quickly hugged him.

"Thank you." She said as Helen could hear a loving tone in her voice. “This is gonna be one wild ride.” She said as she flew off to where the others are going.

“Heheh, that’s another member added to the team.” Helix said as he was about to walk off, but Helen grabbed him by the shoulder. “What?” He asked her in confusion.

She didn't say anything as she leaned in and kissed him on the cheek. “That's for sacrificing yourself to save me." She told him with a warm smile and blush before she went to join the others.

Helix gave a blush in return as he gave a sheepish smile. “U-Uh, you’re welcome, Helen.” He stuttered while holding his cheek where Helen kissed him as he gave a small smile before walking up to the others. They have stopped the Circus Freaks, defeated an alien ghost, got a new member of the team, and now, looks like something more than friendship is growing. Nothing could ruin this until Helix let out a gasp when he saw Misty unpacking her bags in the mobile base. "What are you doing here?!"

"What's it look like?" She asked rhetorically. "I'm coming with you guys. Seems like your summer is much more fun than what I have planned."

"Oh man…" Helix groaned as he felt the fun part of his summer had just ended.
> Chapter 24: Fusion Confusion
> --------------------------------------------------------------------------

In a foggy swamp, the mobile base is parked just next to the creek as Delta came out with a smile. “Looks like we beat the crowd here.” He said as the others came out.

“Yeah…" Rarity said with an uneasy tone. “Only show we can't be anywhere else but here?"

"You kidding?” Attea asked her before they all noticed she was wearing a bathing suit. "This little swamp reminds me a bit of my home. Now if you excuse me, I'm going to have a little dip for tomorrow." She said as she rushed up to the swamp lake and did a flip as she cannonball inside with a splash.

“Did she really just enter a gross swamp water?” Misty asked with a cringed look.

“Oh, let her be. Her species are frog based. So it’s like home to her.” Dust said to her niece. "Plus by morning, this place will be filled with gatorfest fans. You all are going to enjoy it."

“Y-Yeah. If you say so.” Twilight said as they walked out, with Rarity getting some mud on her hooves, which she cringed before they heard rustling in the bushes. “Okay, this place is a bit creepy at night.”

“Hey, have anyone seen Helix?” Flash asked while looking around for his cousin. “I could’ve sworn he was in the mobile base.”

"I think he, Manny, and Zs'spoocy are at the front of the vehicle.” Helen mentioned as they walked around and saw Manny holding a screwdriver while pressing it against the Omnitrix. "What are you doing?"

“After unlocking Gax, Gravattack, Swampfire, and Ghostfreak, who knows how many more aliens are inside the Omnitrix.” Helix said. “I just need to figure out how this thing works. Plus the instructions Twilight 22 gave us isn't much help considering both of our Omnitrixies are completely different from each other.”

“And he wanted us to help him out since he doesn’t have a good grip with the tools.” Manny said while still pressing the screwdriver against the Omnitrix.

“And since we are based on his alien heroes, he figures we should help him out with the abilities if we know any of them.” Zs’scoopy added.

"You really shouldn't mess around with that thing like that, you're just asking for trouble." Misty told them.

"Oh come on, we know what we're doing considering we've done this longer than you have.” Helix told her before Delta walked up to them.

“Misty has a point, kids.” Delta said to them. “I want you all to promise me you’ll take it easy on the Omnitrix.”

“Okay, Delta/Dad.” The three said to him.

“Now don’t stay up too late. Tomorrow’s a big day.” Delta said as he, Misty, and the others walked back in, leaving Helen, Manny, Zs’scoopy, Helix, and Attea outside. “And Attea, try not to swim for too long!"

"Okay!" Attea called out as they went back inside. Helix then did a double take when she stepped out of the water and blushed hard when he saw her bathing suit squeeze tight on her body which accidentally made him move his hoof and the faceplate came off of the watch, making Helen look jealous at her.

“Whoa! Helix!” Manny called out as he turned and the others turned and saw the faceplate landed on the ground as it started sparking green.

“Oops!” Helix cringed as he looked at the Omnitrix as the hourglass symbol moved and the arrows stopped halfway before a bright light flashed on the young heroes. They were on the ground for a bit before they came to and saw the faceplate sparking on the ground and the Omnitrix malfunctioning.

"Oh boy, that doesn't look good." Helen said nervously.

"Okay, that one's all on me for showing off my bathing suit to him." Attea admitted as Helix picked up the faceplate.

"Anyone else feel a bit odd?" Manny asked as he rubbed his head.

“I think I feel a little bit, but aren’t we already odd?” Zs’spoocy asked with a brow.

“She got a point.” Helen said while scratching her head. “Though, that felt different.”

“Oh man. We are so busted if anybody sees this.” Helix said while looking at the faceplate.

“You think?” Attea questioned as she got out of the lake. “Who knows what the faceplate was for if it was inserted into the Omnitrix. It could have an unexpected effect if it’s removed.” She added as she walked up towards them.

"Kids, what was that?" Twilight called out as they flinched when they heard the noise.

Helix quickly hid both the Omnitrix and the faceplate behind his back as they gave a casual smile to them. "What was what?" He asked in response.

"That loud noise we all heard." Applejack responded.

“Uh, lightning?” Manny suggested nervously.

“There’s not even a cloud in the sky for miles.” Rainbow pointed out.

“Uh, lightning got rid of them?” Zs’scoopy suggested again with a nervous expression.

“They’re up to something, guys.” Misty said with a suspicious look.

“Oh, you are so paranoid, Misty.” Helix said with a look. “She’s just trying to get us in trouble.”

"Yeah, just because you heard a loud noise doesn't mean we had something to do with it.” Helen told Misty.

"All right, why don't we all go to bed?" Fluttershy suggested before it could get out of hand. "It has been a long day and we're all pretty tired."

“She’s right. Everyone to bed.” Venus said in agreement as they, minus Helen, Helix, Manny, Zs’scoopy, and Attea went back to the mobile base before Helix looked at the faceplate before continuing off. But they did not see a green light on the ground where the faceplate landed in kept glowing as some worms came out of the ground in it. Not only that, but Attea seemed to be growing a familiar tail on her back side while Manny's hand looked a little slimy.





The next day, the five heroes exited the mobile base as they looked around for anyone watching them. “Okay, we have got to get that faceplate back on the Omnitrix or we’ll get scolded.” Helen said nervously.

"I got this." Manny before he took out the gum he was chewing and stretched it out before taking the faceplate and putting it on the back of it. "All right, hand over the watch." Helix lifted up his hoof before Manny placed the faceplate with a gum on the back on it. "Okay, that's a temporary fix until we can figure out how to fix it for good."

“What’s until you can fix it for good?” Misty questioned as she came up behind them, which startled them.

“Can you not sneak up on us, nosey pony?!” Attea questioned in startled.

"I would say your face, but it's unfixable." Helix joked which made Helen, Attea, and Zs'spoocy giggle a little.

“I think Saddle Arce’s desert fried your brain.” Misty retorted.

“Says the filly getting in on other businesses.” Zs’spoocy countered with her arms crossed, not noticing a bit of rocks forming on them. “I’m a ghost, but even I know not to disturb someone’s conversation.”

"Yo guys, you gotta check this out!" Gallus called out as the others were out and they saw a bunch of ponies, boots, and a few alligator theme games or novelties were set up.

"See, what are we telling you?" Dust asked the others before passing ID Masks to Helen, Attea, Manny, and Zs'spoocy. "Let the gator fest begin." The alien kids put on their masks and shapeshifted into their pony disguises, Zs'spoocy was a gray coated unicorn with her black mane covering the left side of her face, before they all walked towards the fair. Unbeknownst to any of them, a familiar creature was watching them from the swamp water before lowering itself under the water.

When they entered the festival, they were amazed by so many gator related festivals while walking past some fisher ponies. “Hey, Liner. Check out these weird worms I found earlier this morning.” The fisher pony said as he took out some worms, which looked a bit like Gax as they let out tiny shrieks.

“Freaky!” Liner commented in both shock and amazement.

The group soon gathered around a crowd as they were looking at three crocodile eggs sitting on the ground. “You young kids are gonna enjoy this moment. It is a rare event.” Fluttershy said with an exciting look.

“You mean like when Helix takes a shower or brushes his teeth?" Misty asked, causing Helix to glare at her before the eggs hatched and three baby alligators emerged from them. The crowd cheered as the baby alligators crawled to the water. "Aw, they were cute."

"I know, right?" Fluttershy asked before the three baby alligators suddenly crawled back out of water and looked frightened as they hid behind some tall grass.

"What are they sacred of? They're alligators." Rainbow pointed out.

"That's very odd, unless something bigger and more dangerous than them scared them off. Delta mentioned, as Pinkie saw something in the water. "But what could it be?"

"I'll give you a hint, and it goes ribbit!" She shouted as a familiar mutant frog leaped out of the water and landed in front of the crowd.

“What in the name of Celestia is that?!” Misty questioned.

“We know that croaker from anywhere, that’s Dr. Test's frog!" Helix exclaimed before dodging its tongue when it lashed it out to them. However, when Attea moved out of the way, she certainly moved faster than she normally did.

“Whoa!” Attea cried out as she kept running before she smacked into a stand and fell on her rear as she shook her head. “What the?! Did I just…”

"Let me at that thing!" Manny called out as he charged right at the mutant front and was about to deliver a punch, but on impact his fist suddenly went splat. "What the what?!" He called before the frog kicked him away, which caused him to go splat on the ground before he suddenly reformed. “Uh, what just happened?” He asked while feeling a little weirded out.

"Let me try!" Helen called out as she was running but was moving a bit slower than she normally does and threw a punch at the frog, which surprisingly threw it back a bit. "Whoa, and that didn't even hurt!"

"Okay, but can someone please tell me why a bunch of things are floating around me?!" Zs'spoocy questioned as a bunch of small rocks and other small items worth floating around her, almost like a moon around a planet orbit.

“Okay, this is more weird than normal and not my idea for leapfrog either.” Helix said as he didn’t notice the faceplate came off and fell to the ground before he noticed Dr. Test, but he has big gauntlets on his front hooves and goggles on. “Dr. Test! How did you…?”

“I found you?” Dr. Test finished as he circled Helix, who tried to get away from him. “It wasn’t difficult to track your alien exploits when you insist on helping creatures all the time! You thought you were such a big shot after stopping my mutated creations!” He yelled as he got closer to Helix. “But they were merely the beginning. I will not be denied my place in history! Destroy him and his friends!”

His mutant frog leaped over and shot his tongue at Helix, which he quickly tuck and rolled from it as Flash charged at Dr. Test. "You're going back to prison, Test!" He declared with determination.

"Never again!" Test shouted before he lifted up his right gauntlet and fired a beam which blasted Flash back.

“Okay, animal freak pony, party’s over!” Helix called as he activated the Omnitrix, but saw the faceplate was gone and he couldn’t see his aliens when the two arrows were still stopped halfway as it sparked up. 

"Error! Error!" The Omnitrix beeped as he was not sure what he got, but he slammed the core down anyway as he transformed.

“Helix, you’re--” Flash started as the others came to him and they looked at Helix in surprise.

“Jet-Gax?” Spike asked as they saw that Helix has transformed into a combination of Gax and Jetray, with Jetray web winds on his side and a tail on his back while Gax’s body is the same but with Jetray's horns on his head.

“Gax and Jetray fused together?” Gax questioned with Jetray’s voice as the mutant frog leapt towards him, but he managed to dodge before turning and saw the faceplate on the ground. “Maybe this is what happened without the faceplate. Now I can fly and kick butt at the same time! Awesome!" The mutant frog soon leaped at him as Jet-gax quickly caught him but was struggling to hold it up. ”Either you gained weight since last time or I'm not as strong as I used to be!" Soon he fell down and the mutant frog flattened him.

“Okay, that was unexpected.” Venus commented as Jet-Gax moved out of the way before the mutant frog crushed him again as he tried to fly, but he could barely go off ten feet off the gorund.

“I’m too big to fly.” Jet-Gax groaned as he couldn’t get any higher and only hovered above the ground.

“Helix, watch out!” Manny called while trying to keep himself solid as the mutant frog tackled him to the lake where the gators are heading towards him, but he avoided them as he got out of the water while the faceplate kept glowing as a small baby crab walked towards it.

"I got em!” Ocellus called as she armored up and started firing at the mutant frog, pushing it back while a blast nearly hit Test, which send him flying as he landed next to the faceplate.

Dr. Test then saw the baby crab on the faceplate before it mutated into a hybrid with Jetray’s DNA. Test picked it up and inspecting it as it stopped glowing. “Well, well. What do we have here?” He asked as he inspected the crab and compare it to Jet-Gax as his mutant frog landed between them as he hopped on it. “Let’s go!” He called as they hopped away as Jet-Gax tried to follow, but the Omnitrix timed out as Helix landed on his hooves.

"Uh, yeah that's right, you better run or... hop away!" Helix played it cool as the others went up to him.

"So dude, why did you turn into a mixmash of two of your aliens?" Sandbar asked him in confusion.

"More importantly, what was with us back there?" Manny asked as he and the other three took off their ID Masks before the group gasped at what they look like now. "What?"

"Uh… it looks like he's not the only one who got mixmashed…" Smolder mentioned as Manny's entire body was now made out of goop with a familiar anti-gravity disk floating up of him. Attea's body looked almost similar to Helen's except her face was still green and the center of her body was deep purple. Speaking of Helen, she suddenly had an extra pair of arms while her body looked up a bit more muscular and was purple. Lastly, Zs'spoocy's body was covered in grayish brown rocks with a familiar court at the center of her body except in the shade of purple.

“Uh, okay, I’m just gonna ask, what happened to us?!” Zs’scoopy questioned while touching herself. “I’m like a solid rock ghost!”

"And I look like if Fourarms and Goop had a kid!" Manny exclaimed as his voice sounded all goopy.

"I don't know, I think I look good with muscles on." Helen mentioned while she was flexing all four of her arms as her voice sounded a bit deeper.

"At least you were able to do something, I could barely stop myself with these wheels on my feet!" Attea complained. "Maybe it was because of the Omnitrix?"

"What do you mean?" Twilight questioned before they saw the Omnitrix sparking without its faceplate. "What did you do to the watch?!"

“That was my fault!” Manny called out with his goopy hands. “I accidentally took out the faceplate while Helix was distracted!”

"By what?!" Twilight questioned.

"By her when she was showing off her bathing suit after getting out of the water." Helen blamed Attea while using one of our lower arms to point at her.

"Hey!" Attea shouted with a glare at Helen.

"What? You did admit it was your fault last night.” Helen mentioned with a smug smile.

"Look, can we talk about this after we get the faceplate back on it?” Helix questioned before he noticed the faceplate was missing. "Now where did it go?"

“Uh, was it right here a second ago?” Helen asked while looking around.

“Yeah, I saw it before Dr. Test and froggy hopped out of…” Helix trailed off as his eyes then widened in realization. “Oh, no!” He cried out, now remembering that Dr. Test has it.





Soon night fell as in an abandoned observatory, Test what up on a makeshift telescope, that looked modified to be some sort of giant raygun, as he had a smile while looking at the faceplate he stole. "Very fascinating." He said with interest. "A DNA-based, yet with a power source unlike any I've ever imagined!" He then placed the faceplate in a slot as it seemed to power up the giant ray gun when the slot closed.

He then saw a bat hanging from one of the wooden beams. “Eptesicus fuscus, what a perfect guinea pig.” Dr. Test said as he sat on the controls. “You shall be the first in a new world order courtesy of Helix Watch and Dr. Test!” He declared as the faceplate powered up and blasted the bat as Dr. Test gave a laugh. “Yes! Give my creation life!” He called as he gave an evil laugh.





Soon the group was in a boat as they were going down the river and looking for any sign of where Dr. Test went. "Anything yet?" Twilight asked the others after lowering her binoculars.

“Not even a certain giant frog in these woods.” Applejack replied.

“We’ve been at this for hours.” Misty complained.

“We have to keep looking.” Delta said firmly.

“If the good doctor can figure out how to tap into the Omnitrix’s alien DNA, who knows what could happen?” Dust said with great concern.

Soon Attea was seen zipping out of control along the water before she slammed into the boat and fell right in. "Seriously Helen, how do you move with these things on?" She groaned as she rubbed her head and got up.

“Years of practice.” Helen said with a smirk. “It sorta came naturally. I had a hard time controlling my speed, but I got the hang of it.”

“Well, lucky you.” Attea said with a look.

“At least you don’t have to worry about things flying around you.” Zs’scoopy said whil swatting away a rock that floated close to her. “I need my personal space after all.”

“At least you three have solid forms. I can’t even stay together without this thing keeping me in place.” Manny said while pointing to his anti-gravity projector that nearly got hit by a branch before Manny caught it.

"Maybe after we fix the watch, it'll fix all of you?" Helix guessed before he caught a glimpse of Misty looking at him before she quickly looked away. “I saw that. Go and just say it."

“Say what?” Misty asked.

“You know, the big, ‘I told you so’ speech about messing around with something I shouldn’t do and how you were right all along and if I’d listen to you, we wouldn’t in the trouble that we are in right now!” Helix stated.

“I didn’t say a word.” Misty said with a smirk.

“Yeah, but you’re thinking about it!” Helix exclaimed.

"We know you're just doing what you're doing just to annoy him." Smolder told Misty. "So you just get it over with cuz he gets the idea now."

"I have no idea what any of you are talking about." Misty replied with a smile.

"Mom, dad, Misty won't say 'I told you so'!" Helix shouted before they heard a screeching roar in the distance.

“I don’t like the sound of that.” Fluttershy said nervously.

The coming  from the fog of the sky was a bat mutant that looked like Heatblast as it fired a fire blast in front of them. “Whoa! Heatblast gone batty!” Pinkie exclaimed. "A Heatbat!"

The mutant Heat-bat flew past them as they quickly ducked when it nearly hit them with a fireball. "You think Test figured out the power that piece of the watch?" Manny asked the others with concern.

"Say so." Zs'spoocy replied before she looked at Helix. "Now be a really good time to give us tips on how to control these abilities, they are yours after all!"

“Okay, Zs’spoocy, controlling Gravattack’s abilities is similar to how you phase through walls, concentrate and the objects will moved at your command!” Helix quickly instructed.

“Well, okay?" Zs’spoocy said as she raised her arm, which gave off a purple glow as a tree was pulled off from the roots and launched toward Heat-Bat, but he burned it away as it burned to ash. “Well, at least I did it!” She cheered.

"Okay, let me handle this." Helix said as he reached for the watch.

"I don't think going alien is a good idea." Helen mentioned with concern. "You'll have no idea what you'll turn into without the faceplant and who knows what you'll end up becoming." She said before more fire blasts were coming at them.

“Everyone duck!” Twilight called as they duck another fire blast.

“If I don’t try, we’re gonna get roasted, marshmello style!” Helix said as he figgle with the Omnitrix. “Give me something good!” He said before he tripped and the core was slammed down.

Once the bright diminished, he was now a combination of Greymatter and Diamondhead as he has diamondhead’s body, but it shorter in size like Smolder while his head is like Greymatter with his face like him while the Omnitrix is on his chest. “Oh, man! Diamondhead and Greymatter? I’m a razor-sharp hood ornament!” He called out.

“Well, at least it’s better than nothing.” Venus said before seeing Heatbat flying toward them. “He’s circling back!” Heatbat then grabbed Diamondmatter as he was taken off with a scream, but for some reason, Diamondmatter emitted electricity that shocked its talons, making Heatbat let go of Diamondmatter as he fell into the water before he resurface.

“Helix, behind you!” Rainbow called as a gator came up behind Diamondmatter and ate him as it swam down, but then it felt a sharp pain as it spat out Diamondmatter as he screamed before his crystals got stuck to a treebranch.

“Helix!” The others called out in worry.

“This can't get any worse.” Diamondmatter  said before looking up and saw Heatbat flying towards him. “I stand corrected!” He called out as the bat crashed into the branch, breaking it as Diamondmatter got back onto the boat as it flew forward to them.

“Hang on!” Delta called as he server the boat, causing some water to splash on Heatbat as it’s fire went out and flew away in pain.

“Where is that thing going?” Hope questioned.

“Proabably headed back to Test.” Diamondmatter said. “Follow that mutant bat!”

“Can't! Road block up ahead!” Delta called while pointing to the trees in front of them.

“Helix and I will clear the path!” Helen called as Diamondmatter formed shards on his arms as Helen started punch the trees out of the way while Diamondmatter cut some up. “Punch them down is a lot harder than it looks!” She groaned.

“And I wish Diamondmatter was more of a tough guy!” Diamondmatter said before the Omnitrix beeped and timed out as he transformed back into Helix as they saw a tree in front of them. “Dad, hard left!” He called as Delta quickly turned to the left and continued down the path while following Heatbat.

“Where’d did Heatbat go?” Hope wondered.

“Over there!” Misty called out while pointing to the observatory where Heatbat is flying towards to.

“It looks like an old observatory.” Sandbar commented.

"What's a place like this doing in the middle of a swamp?" Silverstream asked.

"Without the lights from any towns or cities, the stars are brighter and can be seen more clearly at night.” Twilight answered. "And it's a pretty good hiding spot to plot something bad."

"Definitely a place where I would hide." Rarity commented. “Although I would pick a place a little more less, stinky. No offense, Attea."

“None taken.” Attea said before they entered through the hole and saw the giant cannon in front of them.

“Test’s been busy.” Dust said before the mutant frog appeared and crashed onto the boat, sending them onto the boardrocks as it roared at them before the cannon started moving.

“You really should’ve knocked.” Dr. Test said as he lowered the ray to face them. “It isn’t polite to sneak up on someone like this.” He taunted while he’s on the cannon.

“You’ve got something that belongs to me, and I want it back!” Helix yelled out.

“Ah, yes.” Dr. Test said with a smirk. “Interesting piece of technology. Its potential power is virtually unlimited. I will put its alien DNA to good use.”

“What do you mean, good use?” Spike questioned.

“With this telescope, I would be able to bounce my transmodulator signal off of a satellite and blanket the planet wiht its power, creating a new more interesting world order.” Dr. Test explained.

“You’re crazy, you know that?! There’s no satellites in Equestria! And you know it!” Rainbow yelled out.

“There is one.” Delta said in dread while he and Dust gave nervous looks.

“What do you mean, Uncle?” Misty asked.

“He’s talking about the Plumbers communication satellite we used to for our communicators. It’s still in Equestria’s orbit!” Dust exclaimed in horror. "But how did you figure out about it?!"

“Oh, I’m a geunius! It took me time to find an anomoly in Equestria’s orbit. And now, I’m gonna use that to bring forth a world order!” Dr. Test exclaimed.

“Okay. Science projects over, Dr. Quack!” Manny yelled out.

“Oh, but it’s just beginning.” Dr. Test said with a smirk as he placed his gauntlets into his machine. “In fact, you should fell privilege… to be the first equis test subjects!” He said as he aimed his cannon at one of them as he gave an evil laugh as it powered up.

He had it aimed right at Helix before he fired and Flash quickly pushed him out of the way and took the hit. When the light died down, they saw Flash had become some sort of alien mutant with four bug eyes and his buddy was a huge slug. “Flash!” Twilight yelled out in shock as she rushed up to her coltfriend turned mutant as he groaned.

“If we’d just listened to you about messing with the Omnitrix, cuz, none of this would’ve happened.” Helix said in guilt.

“Forget about that! Right now, we need a plan.” Misty said to him.

“A successful test, indeed.” Dr. Test said with a smile. “But as a scientist, I must be sure.” He said as Helix activates the Omnitrix again.

“You’re going alien again?” Smolder asked in surprise.

“If I don’t, we're all gonna turn into that.” Helix said as he gestured to his mutant turn cousin before they saw the mutant ray powering up again. They quickly scatter to dodge the blast before Helix and the fusion alien kids are cornered by the mutant frog and the mutant bat. Helix quickly slammed down the core as a flash of green light covered him. Once it died down, he saw that he had Overflow's exosuit armor but his tubes were filled with fire instead of water, and he had both Heatblast's hands and feet. "Overflow and Heatblast? Seriously the worst combo it could have given me."

“Well, well, what do we have here, a walking steamroller?” Dr. Test mocked.

“Turn my cousin back to normal or so help me…” Overblast threatened as he harge up his flames, but they went out as they turned to steam, which shocked him. "Oh man…"

"Yup, definitely the worst combo the watch gave you." Helen commented with concern.

“Ah. Looks like you’re the one who’s going to need help.” Dr. Test taunted as he charged up the machine and blasted Overblast.

“Helix!” The others all yelled out in worry, but once the blast faded, they and Dr. Test looked in shock as Overblast was unchanged, which he noticed.

“Hey, nothing happened to me.” Overblast said in surprise.

“It seems your altered state has made you immune to my ray. That's very pity." Test commented.

"Wait, does that mean we're also safe considering we're also fused aliens?" Manny questioned the others as he gestured to himself and the other three.

“Let us see.” Dr. Test said as he then fired at the altered four heroes, but they had similar effects like Overblast.

“Well, at least one good thing came out of this alien fusion.” Zs’spoocy said with a gleeful tone.

"Well that's such a shame that I can't give you a new life." Test mentioned before he had a sinister grin on his face. "So instead, I'll just have to settle for ending your old ones! Finish them my pets!"

The mutant frog then spat it tounge at Overblast, which hit him as he was send back before Heatbat grabbed him. “Helix!” Helen called before she grabbed a wooden pillar and broke it off and tossed it at Heatbat, which made it drop Overblast as he fell to the floor.

“Okay, time to fight fire with fire!” Overblast called as he turned and fired a fire beam at Heatbat, who was unfazed by it. It returned the blast and sent Overblast flying back before Attea quickly zipped by and saved from the crash as Manny quickly shot the Heatbat with some slime, which exploded when it hit it and sent it flying back.

“Now this goop hybrid is more useful on something that is literally made of fire.” Manny said with a smirk before the frog tried to hit him with it’s tounge, but he avoided it as he flew around. “A little help here!”

“I’m on it!” Zs’spoocy said as she then used her gravitation powers and lifted the frog up and moved it aroiund as it crashed into some pillars before landing it on a pillar. “I’m starting to get the hang of this.”

Test then noticed the others trying to get close to the ray before he aimed his ray at them as he powered it up. "Welcome to my world." He said before he fired a beam at them. Twilight and Hope quickly put up a shield to block the beam before Twilight teleported the group to a different spot of the observatory. Test wasn't going to let them stop him as he looked over at his mutant bat. "Stop them!" He commanded as the flames on the bat reignited and he flew towards the rest of the group.

“Watch out!” Smolder called as they avoided the bat, which it followed after them as Test then saw the monitor with a red dot.

“Aah! The satellite is approaching its position. Who says one pony can’t change the world?!” Test said wtih a wide smile as Misty saw the cannon and jumped towards it.

“Misty, what on Equestria are you doing?!” Dust exclaimed as Misty found a hatch into the cannon.

“Saving the day! You guys distract battys, I’ll get the faceplate!” Misty instructed as she went into the machine.

“Well, she got Helix’s determination." Silverstream mentioned before dodging a fire blast from the Heatbat. Meanwhile, the mutant frog grabbed Overblast with its tongue and started hitting the others with him as it swung him around like a rag doll.

“Okay, this is getting really annoying!” Helen called as she rushed up at the mutant frog as she used her strengh and kncoked it down as she and Overblast went into the water. Overblast took the chance and heat up his arm onto the frog’s neck, causing it to moan in pain before it went stiff and sank into the water.

They then heard screeching as they turned and saw Heatbat flying towards them. “Helen, get above the water!” Overblast called as he then blasted Helen back up and used his heat to heat up the water and splash it at Heatbat, putting out the flames as it fell into the wood pile as Helen was next to it while Overblast resurfaced with the unconscious frog with a tired expression.

“Talk about fighting fire with fire based water.” Helen commented while taking a breather.

Meanwhile inside the ray, Misty was crawling around inside it as she was looking for the faceplate. "Come on, where did he put it?" She questioned before the ray started to move up and she quickly grabbed hold of a pipe so as to not fall down. She then noticed a green light coming towards her as she quickly realized Test was powering the ray up. "Oh no!" She yelled, realizing she went the wrong way.

“The moment has arrived!" Test declared. "Soon my genius will be televised!" Suddenly a blast hit his ray and powered it down before you looked over and saw Overblast up with a look in his eyes.

"Turn my cousin Flash back now, or I'm gonna steam fry your flank!" Overblast threatened.

“And ruin my best work? Forget it!” Test yelled out before he smirked. “But I will give him some company. Like the entire planet!” He declared as he powered up his cannon again, but it shot down on it’s own as it stopped glowing. “My mutant ray! What happened?!” He questioned while looking up and saw Misty coming out of the cannon.

“I borrowed this back.” Misty said while holding up the faceplate with a smirk. “Is that a problem or something?”

“Give it back to me, only my genius can utilize such power to its full potential!” Test yelled as he climbed up the cannon and chased after Misty, but Overblast then fired at him, knocking him over as he screamed and fell into the floorboard.

With Dr. Test down, Overblast quickly went over to the mutated Flash as he kneeled down next to him with a guilty look. Twilight flew down next to him as she had a sad look at her lover. "You know this isn't your fault, right?" She asked him.

"Yeah, but it really feels like it is and I wish we could fix him." Overblast mentioned with a sad tone before he looked up at Misty. "You were right about everything from the start. I just wish I could take it all back and reverse everything that I've done."

"Hey… that's got to be the smartest thing you've said!” Misty told him with realization as she climbed up the mutant ray.

"Uh, what I say?" Overblast questioned as the others shrugged in response.

“Okay, fire it up and get Helen, Attea, Manny, and Zs’scoopy in the blast zone!” Misty called.

"Uh, may I remind you that we're immune to the ray gun and you nuts?!" Attea questioned her. “We don't know what it'll do to him!"

“Trust me! Besides, it can’t be anyworse then what Flash is now!” Misty called while Twilight nodded and looked at Test’s gaunlets.





A short bit later, Twilight sat on the chair of the ray and put the gauntlet she put on into the controls. “Here goes.” She said uneasily as the ray aimed at Flash, Helen, Manny, Attea, and Zs’scoopy. “Three, two…”

“Is it too late for us to change our minds?” Manny asked nerovusly.

“One.” Twilight finished as the ray fired at them, after the light flashes, the four young heroes looked at themselves as they are now reverted back to their old forms while Flash has returned to normal.

“Flash! Guys! You’re back to normal!” Overblast said in huge relief.

“Back to normal?” Flash asked in confusion, having no memories of what happened. “What happened?”

"What exactly did you do in there to fix them?” Smolder questioned Misty.

"I did what Helix said and put the faceplate in backwards in hopes it would reverse the effects of the ray and its fusion effects." Misty answered as she held up the faceplate before she looked over at Overblast. “Too bad we can't say the same about you."

Overblast then looked at the Omnitrix as it began to beep red, which gives him an idea. “Hey, maybe we can.” He said before turning to Misty. “Quick, throw me the faceplate and fast before I time out!” He quickly said as Misty tossed it to him as he quickly caught it and placed it on the Omnitrix before he timed out. Helix looked at himself before seeing the faceplate fully secured back into the Omnitrix as the hourglass symbol was back in its right position. “Yeah, it worked! The Omnitrix is as good as new!” He cheered while showing it to the others.

Twilight quickly flew down to Flash and gave him a loving hug. "I'm so glad you're okay now!" She told him with a warm smile.

"Thanks, but why do I have this sudden craving for rotten eggs and sugar water?” Flash questioned which completely baffled Twilight as well.

“I think that ray might have left a weird side-effect.” Delta said to them.

“Hopefully it will wear off soon.” Gallus said as Misty came down to them.

“Oh, and Helix, I almost forgot.” Misty said as she walked up to him. “Um… I told--” She was cut off when Helen rushed in and placed an apple on her muzzle.

"We already know what you're going to say, so we might as well just skip it.” She told Misty before letting out a sigh of relief. "Man does it feel good to be us again."





The group soon returned back to the mobile base as some of them were watching footage of police taking away Dr. Test. “Is it just me or is this deja vu?" Gallus asked the others.

“You have not seen the last of me!” Dr. Test yelled as he was being taken away before Rainbow turned off the TV.

“We heard that before.” Applejack scoffed.

“I wonder if he learned his lesson.” Delta said with a smirk. “Don’t mess around with the heroes.”

“I’m not sure. But at least Helix and his friends learned something.” Misty said with a smirk. “Right, guys?” She asked as they saw Helix and his friends writing notes on the Omnitrix. “Uh, guys, what are you doing?”

“We’ve been thinking, maybe we could rig the Omnitrix so that I could make even more cool combinations whenever I want.” Helix said while writing down a combination name. “You know, like Diamond-Arms or XLR-Monkey.”

"Yeah, and maybe we'll become better alien fusions as well.” Manny mentioned. "I've always wanted to try Jetray's flight."

“Kids!” They all said to them.

“Hey, easy, we’re not saying now.” Helix said to them. “But still, if I could figure out a way to control the fusion combinations, I could become the right combo alien there is!”

“While we’re just writing down the names of each fusion that is fitting while also making a note of what will happen if the Omnitrix faceplate is removed and how to fix it.” Helen said as she wrote the note down.

“Because after an experience with that sudden fusion fiasco, gotta be prepared if it happens again.” Attea added while writing down her note. “Though, it would be cool to shoot things out of your hands instead of jumping or using your tongue.”

"I like to try using some webs as I phase through things." Zs'spoocy mentioned with a happy tone.

"Kids!" The adults repeated.

"We're just kidding!" Helix told them as he and the other four started laughing.

"Come on, once was enough for us." Manny told them.

"Although, maybe we can make something in the future that can fuse my aliens together." Helix mentioned with interest. “You know, like a fusion Omnitrix, a Biomnitrix."

"Come on, that's just being ridiculous." Twilight told them before she hummed with a thought. "Yet, an interesting idea…" She added as they all drove off through the swamp at night now that Dr. Test is defeated once again and his plan to mutate Equestria is foiled after a crazy fusion incident from the Omnitrix.
> Chapter 25: The First Thinker's Story
> --------------------------------------------------------------------------

A familiar ship is seen flying through space as it flies by some asteroids and a few chunks of ice. It had some searchlights on the bottom of it until one searchlight spotted a chunk of ice that held a familiar large figure within it. A claw shot out and grabbed hold of the trunk of ice before reeling it back inside the ship. Inside the ship, aliens were reeling in the chunk of ice as some of them moved crates while others pressed a few buttons or pulled levers as the chunk of ice was brought in. "Finally, I found you." A familiar voice said before a familiar figure jumped down from a railing and walked up to the chunk of ice. "Wherever I went in the universe, no matter who I beat, one name kept coming up over and over, seeing he was the strongest and most dangerous in the universe." Soon a reflection of Powers was reflected on the chunk of ice before he brought up his Heatblast arm to melt the front of it to reveal a familiar squid headed alien inside. "Vilgax…" the other aliens gasp when they see him and step back out of fear, except for Powers.

“Guess we have a lot in common, you and I.” Powers said to him. “We both got a beef with a little snot colt named Helix Watch. And if you’re as bad as they say you are, then you’re just what I need to take him and his buddies out for good.”





Back in Equestria, the group was on a Airship above a large lake with other passengers as they were near Rainbow Falls. Twilight took in a deep breath and let out a sigh. "Now this is what we need." She mentioned with a smile. “No villains to find, no crooks to capture, just nice scenery to relax."

"You said it, Twi." Hope agreed. "I mean who could ignore the beautiful and raw power of nature?"

"Uh, how about Helix?" Misty spoke up as she gestured to him sitting on a bench while turning the hourglass symbol on the Omnitrix.

“Son, would you please pay attention to something other than the Omnitrix?” Delta questioned.

“I’m just trying to figure out how to control it better. That’s all dad.” Helix explained as he continued to turn the dial.

“Get real, there must be, like a billion command combinations on that thing.” Misty pointed out.

"We know you want to get control of that Master Control Twilight 22 has, but who knows how many combinations she had to go through before she finally got it." Helen told him.

“Yeah, so what? It makes it more interesting to figure out.” Helix said with a look before the Omnitrix beeped and it glowed right before the faceplate went back up and the hollow ring suddenly appeared. It started cycling through the different forms on its own as Helix had a concerned look on his face. "Oh boy, please tell me I didn't break this thing again…"

"Doesn't look like it's broken to me." Manny mentioned.

“You think it’s some kind of upgrade?” Attea asked with a brow.

“If it’s an upgrade…” Helix was cut off when a flash of light blind them, and then Helix was turned into Upgrade. “Whoa! What happened!? I didn’t even touch it.” He said in surprise while the others looked in shock.

“Helix, you must've unlocked the Master Control!” Flash said in shock.

“Wait, so that would mean…” Upgrade said as he rubbed his chin. “Greymatter!” In a flash of light, he transformed into the alien he called out as he was under the raincoat he was wearing. "Spidermonkey!" Once again, he transformed into the alien he called out as he had an excited look on his face. "Awesome, this rocks!" He soon transformed into Diamondhead as he looked himself over. "So this is what it feels like to have Master Control. Now I know how Twilight 22 feels when she uses it!" He then switched to Swampfire as he clenched his fist. "Now I can go alien…" He then switched to Fourarms. "...just by thinking of the one I want." He said before he transformed into Ghostfreak.

Just then, a stallion turned to the others. “Excuse me. Could one of you mind taking a picture of me and my wife?” He asked before he then saw Ghostfreak and freaked out as he screamed and backed away before he fell over the boat and into the water as he struggled to swim as Ghostfreak then turned into Overflow.

“Don’t worry. Overflow is in the house!” Overflow called as he jumped down and grabbed the stallion before jumping back up and turning into Jetray as he flew back to the boat.

“Helix learned how to control the Master Control fast.” Sandbar commented.

“And you say it would take him a billion combinations to know how to use it.” Attea said at Misty with a smirk, who gave a scowl look.

“Okay, okay! I get it.” Misty said in annoyance.

“You got your words eaten, cous!” Jetray called while the stallion felt dizzy.

“I am grateful you saved me, but I’m starting to get sick.” The stallion said.

“Oh, right. Sorry.” Jetray said before he put the stallion back down next to his wife as he flew off.





Back in the space arena, Powers was circling around the frozen Vilgax and looked him over. “So you're the legendary Vilgax I've been hearing so much about?" He questioned before looking at him in the face. "You don't look so tough to me." Suddenly, Vilgax clenched his fist before breaking free of the ice and Punching powers back.

The aliens around him ran off in fear when he stood up. “Underestimating me is a grave mistake.” He said as his muscles expanded. “The last you’ll ever make!” He called as he lifted up a heavy object and tossed it at Powers, who dodged it as it smashed through a window as Powers shot diamond shards at him, but Vilgax waved them aside as he tackled Powers and punched him repeatedly through the window as they fell into the arena. Vilgax then grabbed Powers by the tail as he was swinging him around before throwing him through a wall. Powers then flew up before flying down and kicking Vilgax in the face.

"Hey, I just saved your sorry alien butt, you should be thanking me!" Powers told Vilgax.

"I owe allegiance to no one!" Vilgax declared before his eyes glowed and he shot lasers right at Powers, pushing him back as Powers skid to the ground. “Especially not some misshapen chaotic amalgam of creatures from the Omnitrix…. What do you know of the Omnitrix?” HE questioned as his eyes glowed again.

“If you mean the watch thingy that turns Helix into those alien heroes… plenty.” Powers said as he stepped up. “Now back off!”

"Mmm, perhaps you could be of some use to me after all." Vilgax mentioned with interest.

"You took the words right out of my own mouth, squid head." Powers growled.





Back on Equestria, the group was having a nice ice cream break as Misty brought a bowl over to a table and sat down. Before she could enjoy her ice cream, however, a ball of goop suddenly came down and ruined it for her as she gasped in disgust. "Helix!" She called out as she looked up and saw Goop in the tree laughing at her. Goop then transformed into Jetray and flew around. “You’ve been changing alien forms for hours. Give it a rest, dweeb.” She said with a look.

“No way!” Jetray called as he flew around. “Now that I can stay alien for as long as I want, it’s time to cash in on the fun!” He then held up a big bag before throwing it down on the table. "Check out how much bits I made just by giving rides to tourists!"

"You know I never thought I'd be saying this in my life, but I would rather see your dorky self again." Misty admitted.

"Your cousin is right, my interdimensional counterpart also has the master control, but she didn't stay an alien as long as she wanted." Twilight told Jetray. "After, just because you can stay an alien as long as you want doesn't mean you should stay an alien as long as you want. Plus we don't know if there's any hidden consequences with this."

"Pony should be pony again and have ice cream." Yona spoke up.

“Maybe try and be just you for a bit. Because changing is more of Ocellus thing over here.” Smolder joked.

“Ye--Hey!” Ocellus called out with a brow.

“Well, okay, guys. I’ll take it easy.” Jetray said before he flew off, but then a second later, he came back as XLR8. “...for a millisecond. Time’s up!” He then grabbed Smolder’s Ice Cream. “Hey, Helen, wanna play tag for some ice cream?" He asked with a grin.

“Oh, you are so on, Helix!” Helen called out with a smirk as she stood up as she and XLR8 took off at high speed.

"Well, nice conversation we had.” Rainbow said sarcastically. “He's going to enjoy this way too much, isn't he?"

“It’s Helix, what do you expect?” Delta told her.





In the ship, Powers sat while Vilgax scanned him. “Interesting. Your DNA has clearly merged with the Omnitrix, just like young Watch’s.”

“Yeah. Thanks for the lesson, professor.” Powers sarcastically said. “Now when do I merge my fist with Helix’s face?”

"After the Omnitrix has been removed." Vilgax replied as Powers let out an annoyed grunt.

"Fat chance of that happening, I already tried it and it wouldn't come off him."

"As have I, but together with my expertise and the DNA you share with Watch, we can succeed where we both have failed." Vilgax told him as Powers stood up.

"Listen to me and listen well, I take orders from no one!" He told him. "And I can care less about some dumb watch, all I care about is getting payback on the little twerp who's wearing it."

"Which you stand a far better chance of achieving if he is not wearing the Omnitrix.” Vilgax pointed out.

“So what are we waiting for?” Powers questioned. "Let's head back to Equestria and take him down already!"

"Be patient, we can only track him if the Omnitrix is in use." Vilgax informed him. "And besides, we are going to need a bit more power if we are to wear him down so that we may remove the Omnitrix. That is why I had this ship plot of course to a planet where an alien artifact can be found. Have you heard of the Fulmini?"

“Not exactly. I may have been in space for a while, but not much info or rumors these days.” Powers said.

"They are an energy-based species, and their main goal is to conquer any Planet they come across." Vilgax informed him. "Long ago, a warrior stole a powerful sword in order to combat the Fulmini when they invaded his home planet, but the power of the sword ended up destroying his own home instead. The Fulmini were so intrigued by this sword that they agreed to create a weapon with similar abilities. If we had such an artifact in our possession and used it against Helix Watch, succeeding will be much easier."





Back in Equestria, Helix was having a fun time with the Master Control as he jumped over the dam and used Spidermonkey to keep himself attached as he touched the water before bunging back up before the picture was taken. Sooner a montage of pictures being taken was shown as the next photo showed the group as Helix as he was before another photo was taken of him as Fourarms making bunny ears behind four of the group. Jetray flying above them. Gax up closed. And Greymatter in front of the camera lenses.

And then another picture montage was taken as Misty got some ice cream from a stand, but Heatblast came up behind her and melted the ice cream. And then Helix turned back to normal as he laughed at his cousin before running away from her when she started chasing him.





A bit later, the group were on a treadmill as they were looking down at a creak. “As you look below, you’ll see a steel barge that has been marooned in the upper rapids since ancient times.” A stallion’s voice said through the speaker.

"Fascinating." Twilight said before they heard Diamondhead letting out a spit. "Now what are you doing?"

"Just a little science experiment, I'm trying to see which alien can hock the best and coolest loogie." He replied before he switched to Heatblast and let out a spit down below which caused a small puff of smoke when it hit the water. "That's one for Heatblast." He said before switching it to Goop and letting out another spit which caused a big splash when it hit the water. "And we have a winner."

Just then, a group of ponies saw him in another treadmill passing them with Goop’s face dripping as he retracted it as he gave an embarrassing wave. “I don’t know him.” Misty said to them before something crashed into their treadmill before they looked up and saw the roof was torn out before they saw Powers, with some sort of rock that was letting out some sort of blue energy on his right shoulder.

“But we do!” Powers called before Vilgax, with the same type of rock on his left shoulder but with a sword on his back as its blade was made out of the blue energy as well, came in and pulled Goop’s gravity projector to pull him up and pressed on the Omnitrix.

“And we know all his secrets.” Vilgax said as Helix transformed back as he gasped at his two worst enemies.

“Powers?! Vilgax?!” Helix exclaimed as he let out a gasp of shock at the two. "You both are…"

“Alive.” Powers finished with a smirk. “And about to kick your flank!”

“Never figured you were the type to take on an apprentice, Vilgax.” Delta said with a look.

"And I see you decided to pick up some fashion on the way here by that rock armor." Dust added.

“Silence!” Vilgax yelled. “Once this containment field neutralizes the Omnitrix energy, grab it." He ordered Powers.

"I told you never tell me what to--" Powers was scolding Vilgax before he noticed something off. "Hey wait a minute, where'd Helix go?"

Vilgax noticed he wasn't holding on to him anymore before he looked around and looked down as he saw Greymatter trying to run back to the hole, but Vilgax grabbed him. “You can’t escape me that easily.” He said before the green flash came out of his hands as Greymatter transformed into Diamondhead as he pushed Vilgax back.

“Guess again!” Diamondhead called out as Vilgax was dangling on the treadmill before he started fighting Prowers. Vilgax climbed back up and looked in shock. Neither of them noticed the blue energy from the armor was surging a little into the Omnitrix as they fought. Diamondhead dodged an attack from Powers before punching him in the gut and kicking him back.

“Impossible, the child has gained new control over the Omnitrix?!" Vilgax exclaimed before drawing out the sword.

Diamondhead saw the sword and quickly dodged it with his own blade as he blocked its strike, but sent a shock through him as it went into the Omnitrix again before Powers tripped and grabbed Diamondhead by the leg with his tail as they were sent falling. But Diamondhead then transformed into Jetray and flew up before Powers crashed into the abandoned ship

"Helix!" Zs'spoocy, Helen, and Attea called out with concern before they felt the tram they were on starting to shake.

“Oh, the pattle knocked the support lift.” Twilight said with a nervous look. “We’re about to hit the water soon.” She said before Vilgax jumped down.

Vilgax then tackled Jetray into the boat as it went off the stone before going near the waterfall as the treadmill began to trip before Jetray turned into Gax as he tossed Vilgax onto Powers before he gasped when he looked up and saw that his family and friends were about to fall as he quickly got off the boat and turned into XLR8 and ran over the water as fast as he could.

The treadmill then broke from the line completely as the group all started screaming, but then XLR8 turned into Gravattack as he floated up and caught the others in his gravitational field. “Gotcha!” He called as they flew away before the treadmill fell and Powers and Vilgax saw they were at the waterfall's edge as they screamed and went over.





Soon Gravattack took the group over to the mobile base before sending them down and transforming back into Helix, not even noticing the blue sparks coming off of the Omnitrix. "I'm going after Vilgax and Powers, alone." He told the group with determination.

“Helix, you can’t beat them both.” Dust said to her son.

“She’s right, son. Together, they are too powerful.” Delta said as Helix transformed back into XLR8.

“Oh, yeah? Just watch me.” XLR8 said as his visor lowered and he sped off at high speed.

"He sounds really confident." Helen mentioned with worry. "A bit too confident if he's not letting us help fight them."

"But did any of you guys see that weird energy going into the Omnitrix when he fought them?" Sandbar asked them. "And the Omnitrix was sparking that same energy when he transformed back."

“Y-Yeah. And they were made from the same energy that Vilgax and Powers were wearing.” Spike added with a nervous look. “And uh, where did they score the upgrades?”

“I don’t know, but let’s not wait around and find out.” Delta said with a serious tone. “Everyone back to the mobile base! I have something that might help us!”





Back with Vilgax and Powers, the two stood up as Vilgax looked at the tracker. “We should be right on top of him.” Powers said.

“Or, he’s upon us!” Vilgax called as he looked up and saw Gax jumping down at them as he slammed his fist down, creating a dust of smoke with him in a crater.





Inside at the mobile base, Delta was typing something in as some sort of device was being powered up. "I'm bringing something here that will take care of both Vilgax and Powers." He said before a familiar device was transported to them.

"Isn't that the null void projector?" Attea asked him when they saw it.

“The null what?” Misty asked in confusion.

“Didn’t we left that back in the Plumber’s bunker in Mount Alicorns.” Fluttershy said in confusion.

“We decided it might come in handy again someday.” Dust said seriously. “Unfortunately, we were right.”





Back at the waterfall, Gax was hiding behind some rocks while Powers and Vilgax was searching for him while Powers made a chicken noise and a little dance. “Come on out, Watch, you chicken.” He said.

"Enough of this foolishness!" Vilgax exclaimed as he saw the rest of the group coming out of the mobile phase on a bridge. "His allies and family are the key. If we go after them, the youngling will come after us." Gax overheard that plan as the two villains decided to go after his friends and family.

After a moment, Vilgax and Powers came up next to them. “Guys, we got company!” Manny called out as they turned to them.

“When I have the Omnitrix, I shall enjoy tearing you apart, Delta and Dust!” Vilgax said while clenching his fists.

“Why wait? Come and get us!” Delta called as he aimed the null void projector at them and blasted at them, which created a portal behind them.

"I got them!" Fourarms told them as he raced by them and charged at the two villains.

"Helix, stay away from them!" Dust tried to warn him as the two villains were getting sucked into the portal.

"W-What's happening, what is this?!" Powers questioned before he was pulled into the null void.

“The null void! No!” Vilgax yelled as he was pushed in as well. Fourarms saw this as he tried to stop, but Vilgax reached out and grabbed Fourarms head and pulled him into the portal.

“Helix!” They all yelled before the portal closed.





On the other side of the portal before it closed, both Vilgax and Fourarms came through as they fell on a giant loading rock in a big empty space next to Powers. "Okay… maybe I should have thought that through." Fourarms told himself as Powers stood up and looked around the place.

"Where the hay are we?" He questioned as Vilgax stood up.

“The null void. An alternate dimension where the galaxy’s worst of the worst are banished.” Vilgax explained.

“Well, I’m the badest of the bad!” Powers said with a smile.

“Oh, yeah? Try telling that to those things.” Fourarms said while pointing at Null-Guardians as they flew towards them, which Vilgax and Powers started fighting before Fourarms turned into XLR8 and rushed off.

“No!” Vilgax yelled as he saw XLR8 rush off while wrestling the creature before he got on it and pinched his claws in it, which made it scream in pain as Powers watched and saw Vilgax managed to tame the creature while the others stopped fighting him.

“What was that all about?” Powers questioned in confusion.

“Respect. I command it, even here.” Vilgax answered.

"That's great and all, what about Helix? Powers questioned. "He ran off."

"There's only one way out of this place, and his parents will mount a rescue mission.” Vilgax told him. "We must retrieve the Omnitrix before that happens or we'll be trapped in here forever!"





Meanwhile somewhere deep in the null void, a computer was beeping as a small figure walked up to it and saw a familiar signal the computer was detecting. "It can't be." The figure said with a bit of an elderly voice. "She really did make the Omnitrix while I was here. But it seems to be in danger if it's here." He said before he clenched his fist. “I better retrieve it before it falls into the wrong hands.”





Back in Equestria, the others are waiting for Helix’s parents to prepare something while they all look worried while Attea, Helen, and Zs’spoocy give nervous expressions. “When will they come out?! Helix could be in danger!” Helen cried out.

"You won't have to worry long." Dust told her as she and Delta stepped out with some gear and jetpacks on. "Because we're going in after Helix before Vilgax could get his claws on the Omnitrix."

"You can't!" Attea told them.

“We have to.” Delta replied to her.

“No, I mean, you two are the only ones who really know how to work the null void projector and if you went in there, Vilgax would get his claws on it and leave all three of you in there." Attea explained before she looked at them with a determined look. "I'll go."

"Me too." Helen spoke up with determination.

"Me three." Zs'spoocy spoke next.

“Don’t count me out.” Manny added as he stepped in next.

“I’ll go with them.” Venus added next.

“Helix’s my friend. And I would never abandon my friends.” Ocellus said as she armored up.

“No! It’s too dangerous!” Delta said firmly.

“It’s our best chance of getting Helix out of there and you all know it.” Manny said firmly as the others thought for a moment and nodded in understanding.





Meanwhile, in the null void, XLR8 continued to run over some rocks and jumped over big gaps as he was trying to get as much distance away from Vilgax and Powers as possible. He soon came to a stop as he realized he has no idea where he was going or how to get out of the null void. "I really should have listened to my mom and dad." He said to himself after his visor went up. “This place is like an infinite void of nothing. No wonder it’s called the null void.” He said as he looked around. “How am I supposed to get out of here? Where’s the exit?”

"You won't find a way to your home here." An unfamiliar voice spoke up before he turned to see an eye looking at him before multiple eyes opened up and an alien stepped out of the shadows. XLR8 thought that this alien had eyes all over its body except for its head.

“Ah! What are you, some kind an eye guy?” XLR8 questioned as he got into ready stances.

"Funny, you are a very funny guy." The alien said sarcastically before his eyes caught a glimpse of the Omnitrix symbol on his chest. “You’re the one. The bearer of the Omnitrix the creator made.”

“Creator?” XLR8 questioned, but before he could continue any further, some more aliens, one of the is like a fish alien, one that is like a dog with no eyes and gills, and the last one is like a flying bug. 

“You’re coming with us.” The bug-like alien said.

"I don't think so." XLR8 replied before he quickly switched to Gravattack and used his gravitation powers to lift up some rocks and throw them at his enemies. The aliens quickly dodged them as they charged at Gravattack, who then transformed into Gax as the bug alien shot some sort of Goo at him which made him gag when he caught a width of it. “Peeyu! This stuff is worse than Goop!” He called before Gax was then blasted back by the eye alien.

“Just give up. Don’t make this hard on yourself.” The eye alien said as Gax flew up before he transformed into Fourarms and grabbed the caine alien with no eyes and slammed it down.

“You’re not taking the Omnitrix!” Fourarms called before the eye alien grabbed him and blasted him up before the bug alien flew and swatted him before the fish alien slammed him down as the aliens surrounded him. "We can do this the easy way fellas, or the hard way."

"Enough!” A voice yelled out as they all turned and saw an old male Galvan wearing rags and bandages as he faced down at them.

“Yes, Azmuth.” The three aliens said as Fourarms looked at them in surprise.

“Wait, what?” Fourarms questioned in confusion. “What’s going on? Are we done fighting?”

"We don't want to mess with a planet destroyer like him, and if you're smart you do the same!" The multiple-eyed alien told him before he and the other aliens backed off.

“What you guys are afraid of this little guy?” Fourarms asked before he saw the galvan’s appearance. “Wait, is that Greymatter?”

“Stand down, boy. No need for struggle.” The male galvan said.

“If Vilgax or Powers wants it, they’ll have to take it by my dead body!” Fourarms called as he charged at the galvan, but he calmly stood there until the Omnitrix symbol was in front of him before he simply pressed it and Helix transformed back. “What?! Again like with Vilgax?!”

"An equine youngling?" The Galvan said with a brow. "The Omnitrix chose an equine youngling?"

“Hey, look who’s talking you shriveled Galvan.” Helix said before he then transformed into Heatblast. “And if you want to take the Omnitrix, come and get it!” He called as he ready his fireball before the galvan calmly walked up to him.

“I am impressed that you were able to access the Omnitrix’s Master Control at such a young age.” The galvan said to him before he flicked his finger and he transformed back again.

“Okay seriously, how are you able to do that?!" Helix questioned before the Galvan jumped onto his hoof and pressed a few buttons on the Omnitrix before taking it off his hoof. "Hey, what are you doing?!"

"Now's not the time for explanations." The Galvan told him before jumping off his hoof. “Right now we need to go somewhere before Vilgax and his accomplice, you said his name was Powers, find you. Luckily, my laboratory can isolate the Omnitrix signal so we should be safe there, and after that I would like you to answer a few questions."

“Uh, well, okay.” Helix said in confusion as he followed after the galvan.





Back in Equestria, Helen, Attea, Venus, Manny, and Ocellus were giving plumber suits that fit their sizes while giving some gear and a watch on. “Hey, do these suits look a bit much?” Helen asked while looking at her suit. 

“Plumber standards. More maneuverable and gives more agility.” Attea said while adjusting her suit. “Works for every alien spiece in the galaxy.”

“Remember, your watches are a homing beacon. As soon as you find Helix, you could use it to lead you back to the portal.” Delta explained.

“Well, how much time do we have.” Zs’spoocy asked, while feeling a bit jealous since she’s not suitable for a plumber suit.

“From my calculations, the portal could just be open for about say… about ten minutes tops.” Twilight caculated.

“Once the gauge in the watches hits the red zone, you all need to get out, no matter what.” Dust said firmly before giving Manny, Venus, Attea, and Helen some blasters.

“What’re these for?” Manny asked.

“Anything that’s not Helix.” Dust answered.

"Okay, let's do this." Ocellus said before each of them entered through the portal and entered the null void. However they've entered the null void with no ground beneath them as they fell before those who have jetpacks or just fly naturally started to fly up.

“This place looks like it goes on forever.” Ocellus commented.

“It does. That’s why it is called the null void.” Dust said through the comms.

“Keep your eyes open. We’re not even sure what’s inside in that pocket.” Delta added before they spotted a bunch of small blue aliens with sharp teeth when they flew up next to a rock. These aliens quickly jumped onto them and started to pull them down. “What’s wrong?!” He called out.

“We’re being attack by hyvex beasts!” Attea called out as they started blasting them off them.

“Keep them away from your rocket packs! They’ll chew them to bits!” Dust exclaimed.

"Too late for me!" Manny called out as he saw a few of them on his rocket pack. “Get off!” Manny called as he flew around with the others following before he took out a grenade. “Bite this!” He called as he tossed it away, which the hyvex beasts followed before it went off when there was an explosion as the group continued on.

“Now to find Helix!” Zs’spoocy said as they kept going.





Helix followed the elderly Galvan to a cave where he saw it was filled with many alien technology and a bunch of monitors as well. "Do you live here?" He questioned him as he looked around.

“I do. Gotta be prepare to survive in a place this harsh.” The galvan said as he walked. “Though, with how you managed to survive Vilgax and other aliens for so long is impressive.”

"Well, I do have half a summer of experience of using the watch." Helix bragged before he glanced at the small alien. "Now who exactly are you and why do you care so much about the Omnitrix?"

“Because the Omnitrix is my design. I am it’s creator.” The Galvan answered, which shocked Helix from that.

“Wait, you’re it’s designer? I thought Zenuth was…” Helix tried to say.

“She may have finished it, but I am the official creatore of the Omnitrix.” The Galvan said to him. “My name is Azmuth. The smarted being in three maybe five galaxies.”

“Really? Wow, you are very smart if you are known in that many galaxies.” Helix complimented.

"I might as well be called the destroyer of planets." Azmuth said with a guilty tone. "To understand why I'm here in the first place, I might as well show you the beginning. But first off, close your eyes and wait for me to tell you to open them."

“Uh, okay?” Helix said as he then closed his eyes like how Amzuth told him.

“Okay, now.” Azmuth said as Helix then opened his eyes, he found himself no longer in the null void but on a planet with trees with purple leaves.

"Uh, how did--" He was going to question before he heard an explosion behind him as he looked up and saw a volcano erupting. "Oh no, not good!"

He tried to run, but the lava kept getting close to him, but then when it touched him, he was unharmed as he looked at himself. “Huh? How did…? How is it not burning me? And why can’t I feel it?”

“Relax, youngling.” Azmuth said as Helix turned to him. “It’s not hurting you because we’re not really here.” 

“Uh, what is this place?” Helix asked in wonder.

“It’s Primus. A world I built several thousand years ago. Which is work in progress, where all works in progress.” Azmuth explained. “You are seeing images where I have put you, but you are like ghost, unable to interfere. The concept maybe too much for your young mind to grasp.”

“Not if you seen a Heartswarming Carol.” Helix said.

“I have no idea what you’re talking about.” Azmuth said to him. “So keep quiet and pay attention.”

“Well, okay.” Helix said before Azmuth snapped his fingers and he appeared in a lab. “Well, that was kinda sudden.” He commented before he saw Azmuth looking through a high-tech microscope. "So what exactly is this place?" He asked but got no response. "Hello?"

"I'm over here." Azmuth called out next to him which surprised Helix to see two of him.

“Oh, it’s the ghost of your past.” Helix said in realization as he saw that the other Azmuth is much younger than the other.

“Yes. And you cannot change the past no matter how much one want to.” Azmuth said with a sad look.

“Would you, if you could?” Helix asked him before he then saw a familiar face that he recognized, but much younger.

“Still at work, Azmuth.” Zennith said as she walked up to Azmuth. “If I’ve know you’ve become obsess with it, I’d never have created that subatonic viewer view.”

“It enables us to gaze against the primal forces of the universe, Zennith.” Young Azmuth said as he turned to her. “How can you not want to harness it?”

“We had this discussing.” Zennith said to him before she gave a small smile. “And you’ve promised me an evening away from the lab.”

Young Azmuth sighed as he gave a smile in return. “You’re right, my love.” He said.

"The Zennith I met in dimension 22 said that you passed away, but she never mentioned that you both were lovers.” Helix mentioned to Azmuth. "And it really seems like you both were really close. What happened?"

“Let’s say, there was a bit of… disagreement with each other.” Amzuth said as the scene changed to where he and Zennith were having a picnic over Primus.

“Zennith, I still don’t know why you can’t see the possibility into tapping into the fondamental forces.” Young Azmuth said as he ate some berries.

"I'm just as intrigued as you are, but there are more important things than just tapping into forces that are beyond our control." Zennith replied.

“But we don’t control something, we don’t trully understand it.” Young Azmuth said with a frown.

“I understand you, Azmuth.” Zennith said with a small smile as she lifted Azmuth by the chin. “And I’m sure you’re beyond anyones control.” She added as she gave him a kiss on the cheeks, which made Azmuth smiled as the two  laid on the blanket and watched the stars.

“Alright, Zennith. I’ll try things your way. Promise.” Young Azmuth promised as the two galvans smiled warmly at each other while Helix and Azmuth watches.

"I'm guessing you broke that promise, didn't you?" Helix asked him as Azmuth looked away in shame. "But why?"

"Oh look, those planets are in perfect synergy!" Zennith called out as she pointed to some planets in a straight line in the sky.

"Syner-what?" Helix questioned in confusion.

“It means alinment, all in a row.” Azmuth translated. “And I looked to the heavens, gazing at those glowing planets shimmering in a straight line, and all I could see was…” Then the scene changed back to the lab where there’s a floating sword.

“A sword?” Zennith asked in stunt.

“It’s perfect!” Young Azmuth said with a smile. “It could cleave right through reality, tap into the primal energies!”

"But Azmuth, you said you try things my way." Zennith reminded him. “And something like this is just too dangerous to even be used."

“I am trying things your way, Zennith.” Young Azimuth said. “I have created something that would have change the world for the better. To new point of views.”

“Azmuth, this isn’t what I meant.” Zennith said to him. “In the wrong hands, it could be perial to everyone.”

"Why can't you see the potential of what I saw?" Young Azimuth questioned her as he turned away from her while Zennith gave a sad look as she turned away.

“Well, that was stupid.” Helix commented before he realizes what he said. “Uh, no offense.” He quickly said.

“No. It’s okay, it’s the point to this whole thing. I was young and stupid to this very moment.” Azmuth said as he snapped his fingers to show him working on the sword.

“Zennith, it’s finally finished! Come see!” Young Azmuth said excitedly before he turned and saw that Zennith wasn’t there. “Zennith? Oh, I guess she must’ve left.” He said with a concern look befoe he shrug. “I’m sure she’ll be back.” He said as he went back to the sword.

“She didn’t come back, did she?” Helix asked with a sad look.

“No, she didn’t.” Azmuth said sadly.

“But I don’t get it, so you made a sword that could help others. Couldn’t she see that you were trying to make something to save lives?” Helix asked in confusion.

"I wish I could agree with you, but my invention ended up destroying lives." Azmuth told him. "And it started with the Fulmini."

"What's that, some sort of alien Italian dinner?" Helix questioned.

"The Fulmini are a race of aliens that have one goal in mind, to conquer other planets.” Azmuth told him. "You see, a warrior had learned about my sword and stole it in order to combat the Fulmini when they invaded his home planet. However, there was an unforeseen consequence when this Warrior fought them with my sword and the cosmic power of the sword with the energy of the Fulmini… perhaps it's best if I just show you.” He snapped his fingers and the two of them floated in space in front of two planets, one was bright yellow with tiny spots of green while the other was admitting blue energy.

“Whoa. Two planets side by side this close, Twilight would have a field day with this discovery.” Helix commented.

“Pay attention and watch what happens with the cosmic power of the sword mixed with Fulmini energy.” Azmuth said to him as Helix watches for a moment, but then afer a few minute, one of the plants exploded into million of pieces, which shocked Helix as he saw the sword was flying by ion the debris before it was caught by Young Azmuth in his ship.

“What have I done? How could I have done this?” Young Azmuth said to himself as he place his sword back into the ship.

“Zennith was right all along.” Azmuth said remorsefully. “After what I had witnessed, it only got worse from there. The Fulmini saw the potential of my sword and created weapons similar to it. They then started conquering more planets and it felt like the whole universe was going to come to an end. But I knew I had to do something, so after I turned myself into the plumbers, I gave them a way to stop the Fulmini and halt their conquering of the universe." He then snapped his fingers to show his younger self in front of two plumbers while a portal to the null void was opened.

"For assisting a dangerous race in conquering the universe and destroying an entire planet, Azmuth of the Galvan species, you are hereby sentence to banishment into the null void." One of the two plumbers told young Azmuth as he hung his head down in shame. “Do you have any final requests before your departure?"

"I do." Young Azmuth replied before he reached into his pocket and pulled out a small device. “Please find and give this to a female Galvan who goes by the name Zennith. She'll understand what's on it." Azmuth then snapped his fingers again before the two were back in his laboratory in the null void.

"They were the blueprints for the Omnitrix, weren't they?” Helix asked him as Azmuth went over to his computer and pulled up said blueprints for the Omnitrix, only it looked like the Omnitrix that Twilight 22 showed him before her Omnitrix was recalibrated. “Wait, in another dimenison, another Omnitrix user showed me something similar to how her Omnitrix used to look like? How is it that this one is much different than the others?”

“This was one of my earlier prototypes of the Omnitrix.” Azmuth answered. “What you’re wearing seemed to be a finished version. Looks like my love have done some magic of her own to create it.” He said with a small smile. "I gave her the blueprints in hopes of one day she'll forgive me. For you see, the Omnitrix is meant to bring the universe together, allowing the user to walk a mile in another alien race's shoes. But it would seem that the Universe only sees the Omnitrix as a means of ruling over other planets, such as Vilgax for example."

"Yeah, I kind of saw how he planned to use the Omnitrix when he captured me and tried to literally cut it off my hoof." Helix mentioned before the two of them saw blue sparks coming off the Omnitrix. "What was that?"

“Let me check.” Azmuth said as he inspected the Omnitrix for a brief moment as it gave off another spark, which he recognized as his eyes widen. “This is Fulmini energy. The race I’ve told you about. How did it get on the Omnitrix?”

“I don’t know. The only blue energy I saw was from Prowers and Vilgax when they attacked me.” Helix said in defense. “I think some of that energy must’ve entered the watch.”

“You mean Vilgax and his comrade is using Flumini power to attack you?” Azmuth asked in dread. “That is bad.”

"What do you mean?" Helix asked before the Omnitrix spoke.

"Unknown DNA sample acquired." The holographic ring popped up on its own and showed a new alien icon.

“Wait, I got a new alien?” Helix asked in surprise before he smiled. “That’s awesome!”

“No, it’s not. This is the kinda species I wanted to avoid.” Azmuth said in dread. “This is a Flumini form, the kind I didn’t want to be put in into the Omnitrix.”

“Why not? Oh, right, because of your bad history with them.” Helix said with a cringed look.

"And what's worse, Vilgax has managed to find the artifact they have created." Azmuth added. "That's how you got the DNA sample. If the Fulmini receives the signal from the Omnitrix, your world will be in mortal danger for they can enter through the Omnitrix and invade your planet."

"Well, can't you stop it?" Helix asked him.

"I might be able to go inside Omnitrix and block the signal before it can transmit to the Fulmini home planet." Azmuth told him before the monitors beeped. He quickly went up to it and saw some footage of both Vilgax and Powers riding on the backs of Null-Guardians heading their way. "And it would seem they picked up on the signal as well."

"Okay, you go in the watch and do the whole single block thing while I hold them off." Helix told him. “Uh, two things, one, how do you enter the watch anyway, and two, how can I fight them without the watch?”

“You can still use the Omnitrix to hold them off, I’ll try and block the signal inside.” Azmuth answered before turning to Helix. “And for how am I gonna go in, it’s a simple tap, tap.” He said as he then tapped onto the core twice before he was sucked into the Omnitrix in a flash, which shocked Helix from that. “Well, what are you waiting for? Put on the Omnitrix and defend yourself.” Azmuth spoke through the Omnitrix as it flashes green when he speaks.

"Wow, you seriously need to make a manual for this thing.” Helix mentioned before he quickly put on the watch and stopped for a moment to think. Just then the ceiling of the laboratory was ripped apart as both Vilgax and Powers found him.

“Hah! Found you, you little twerp!” Powers called with a smirk.

"Now surrender the Omnitrix and we might spare your life.” Vilgax told Helix.

“Tempting offer, but I've got a counter proposal for you.” Helix told them as he dialed up the Fulmini icon before pressing the two buttons and slamming down on the corner. As he was transforming, electric blue energy traveled from the Omnitrix and covered his entire body as he felt a surge of power coursing through him. Soon rocks started to form on his arms, legs, and upper body before breaking apart to reveal rock-like armor and a rock-like face helmet. “Whoa! So this is what a Fulmini is like? Neat.” He said.

“Impossible!” Vilgax yelled with a shocked look. “No Fulmini could have its DNA in the Omnitrix!”

“Nah, that’s just the reality of things when you send that energy into the Omnitrix to give it to this new guy.” He said with a smirk before he had an idea. “Maybe I should call this dude, Shockrock!”

"Whatever you're calling yourself, you are still going down!" Powers declared before he leaped off his Null-Guardian and tackled Shockrock. Shockrock clenched his fist before delivering a powerful punch to Powers' face and sent him flying back. “What?!”

“Wow, now that’s a power punch.” Shockrock said as Vilgax glared at him before he drew his sword and charged at him, but Shockrock glared at him as he raised his arm up an created an energy sword, which blocked Vilgax’s. “Yeah, I’ve learned a few things from an old friend.” He said as the two clashed swords with each other before Shockrock punched Vilgax in the gut and sent a few blows that sent him flying as well.

Powers then flew forward and fired diamond shards at Shockrocks, which he deflected with a sword and sent one back at Powers, which hit him in the shoulder as he cried in pain as Shockrock charged at him and sliced his sword at Powers, which electrocuted him before Shockrock then slashed at him a couple of times that send Powers flying.

“I’m starting to see why this alien species tried to rule the universe.” Shockrock said as he then charged at Vilgax and formed a second weapon, which the two arch-enemies clashed Vilgax tried to block, but he kept getting punched back. Vilgax growled as he raised his Fulmini arm and then fired a beam at Shockrock, who absorbed the blast.

Shockrock then noticed some electricity flowing out of him. “Whoa! Too much power!” He called as Vilgax and Powers looked at him with wide eyes. “Here goes nothing!” He called as he then brought his hands close and formed an energy ball. “It’s hero time!” He called as he then shot a big powerful beam at the two enemies.

The two of them got hit with the energy ball as they were sent flying far back. “I'm guessing from the sounds of that explosion, you managed to defeat the two?" Azmuth asked.

"Yeah, and now I'm getting out of here before they have a chance to recover." Shockrock replied. "By the way, when this is all over you're coming with me back to my world."

“I can’t. I belong here for causing so much trouble in the universe.” Azmuth reminded him.

“Look, Azmuth, I don’t care what you did. You were only trying to help others. You didn’t know this could happen.” Shockrock told him as he jumped from one stone to another. “Look, I may be a kid, but I have friends and family who would understand you. I mean, you only wanted to bring peace. And what about Zennith? If you think she doesn’t care about you anymore, she wouldn’t have created the Omnitrix in the first place.”

There was a bit of silence for a moment before Azmuth finally replied. “Perhaps you're right, but before we go, do me a favor and destroy my laboratory. We can't have Vilgax recreate his own Omnitrix. Especially with the DNA samples that are in the null void."

“No problem, little buddy.” Shockrock said before he turned and shot a powerful blast at Azmuth’s lab, which destroyed his research and everything in it as it exploded. “There. Now to find a way out of the null void before these guys…” He was cut off when Powers tried to tackle him, but he quickly transformed into Jetray and flew off. “Well, I spoke too soon! Gotta fly!” He called as he flew off at high speed.





In Equestria, the others are all waiting in by the portal while looking uneasy. “I hope the dears get back safe.” Rarity said in concern.

“I’m more concerned about what they’ll see in there.” Gallus commented.

“Let’s hope they make it back okay with Helix.” Hope said before the null void projector started frizzing out.

“What’s happening?!” Yona asked in shock.

“We don’t know! I think it’s overheating!” Dust called as she and Delta worked on the protector as they spoke through their comms to the others. “Kids! Venus! Something’s gone screwy with the projector!”

"We don't know how much longer we can keep the portal open for now!" Delta added as he was able to stabilize the beam. “You have to get out now!"





"Not without Helix!" Helen told them before they heard a loud boom echoing in the distance.

"Did that sound familiar to you?" Attea asked the others before a familiar red flying manta ray crashed into her, Helen, and Zs'spoocy when flew right at them.

“Whoa!” Manny called as he, Venus, and Ocellus looked surprised by the blur before it came back to them, revealing it to be Jetray.

“Guys?!” Jetray asked with a joyful smile. “Am I glad to see you all!” He said as he hugged the girls in joy, which caused them to blush as they returned the hug.

“We’re glad you’re okay, Helix.” Ocellus said as she, Manny, and Venus got into the group hug before they broke it.

“The portal’s closing!” Zs'spoocy called as he showed him the watch of the portal’s location. “We have to get out of here now!” She called as they saw a creature coming out of a crater as they screamed and quickly flew away from it.

“And fast! Because this place is crazy!” Manny exclaimed before Azmuth came out of the Omnitrix.

"If you avoid the rocks with the craters, you should be fine!" He told the group as they were stunned to see him.

"Uh, Helix, Greymatter just jumped out of the watch and he's like super old now." Attea pointed out.

“Long story, right now, we gotta go!” Jetray called as they flew in the direction of the portal while avoiding the rocks with crater but then appearing from the side was a giant serpent-like alien as they quickly scattered to avoid it.

"And that is why I told you to avoid the ones with the craters!" Azmuth told them.

“Well, don’t worry your little head old timer, we’re almost there!” Manny called as they were closer to the portal that was just ahead of them.

“We’re home free now!” Helen called out.

But then suddenly, Powers appeared and grabbed Helen and Attea while the null guardian grabbed. “Going somewhere without your old pal Powers?” Powers taunted as Helen and Attea grabbed their blasters, but Powers used his Spidermonkey arms to block the shots and crush their weapons, which made the girls scream in pain.





“Kids? Venus? What’s going on?!” Delta called out when they heard the girls scream.

“Kids?! Venus!” Hope called out in concern.





“Let them go!” Jetray threatened as he ready his laser eyes while Manny, Venus, Ocellus, and Zs’spoocy ready themselves. “Or we’ll--”

“Or you’ll what?” Vilgax questioned as he came up behind him.

“Or I’ll take control of you!” Zs’spoocy called as she flew straight towards Vilgax, but when she was about to possess him, she was shockingly bounced off when she tried to. “That shouldn’t happen!”

“Fool, you think I wasn’t prepared for your kind?!” Vilgax taunted as his arm glowed and grabbed Zs’spoocy by the throat when she tried to phase out.

“Hey, you’re not supposed to touch me!” Zs’spoocy cried out in shock.

“I am not intimidated.” Vilgax sneered as he started shocking Zs’spoocy, causing her to scream before he stopped as he turned to Jetray. “Now, what is your next move, Helix?” He questioned.

Jetray looked around for a momente between him and Powers as he knew that they were outnumbered with the Null-Guardians backing them up. Jeray soon landed on a floating rock before he transformed back into Helix. "Let them go and you can have this dumb watch!" He called out as he raised his hoof with the Omnitrix on it.

"What are you doing?!" Azmuth questioned with shock.

"Don't do it!" Helen called out.

"Do we have a deal or not? Helen, Attea, and Zs'spoocy for the Omnitrix!" Helix exclaimed.

“Helix, don’t! They’ll rule the universe with the Omnitrix!” Ocellus exclaimed.

“And you can’t trust them!” Manny yelled before a laser beam nearly shot them as the null guardians surrounded him, Ocellus, and Venus.

“Stay out of this!” Vilgax yelled before he looked Powers and nodded.

"Azmuth, do you think you can lock the Omnitrix on my DNA so it only works for me?" Helix whispered quietly to him.

Azmuth realizes what Helix is saying as he nods. “Why, yes. Of course.” He whispered as he quickly went behind Helix just as Powers and Vilgax landed in front of them as Azmuth fiddled with the Omnitrix very quickly before it flashed a bit before he hid in Helix’s wings before the two bad guys came up to him as Helix reached his hoof out as Vilgax and Powers lowered the girls before Vilgax got his claws on the Omnitrix.

Helix and the girls looked at each other for a moment as they all shared warm smiles, but then Powers tossed Helen and Attea away as he punched Helix to the ground before he stepped on his hoof next to the Omnitrix and took out a device and slammed it on top of the Omnitrix.

“Security measures engaged.” The Omnitrix said as it generated a feedback field that pushed the device back and knocked Powers back a bit, but he fought against the feedback. He then slammed it on the ground above the Omnitrix as Helix screamed in pain as the Omntrix started switching icons frantically.

The device then shot a port onto the Omnitrix, causing Helix to scream in agony while Vilgax watched while Powers smirked as the device then started removing the Omnitrix from his hoof, which bringing some of his fur and skin with it as Helix had tears of pain coming out. He saw the Omnitrix get completely off his hoof before it was sucked into the device and put into a sphere as Power tossed the device away and took the sphere that contains the Omnitrix.

"Man, are you okay?" Manny asked when the Null Guardians finally let them pass.

“Can't believe you sacrificed your powers to save three of us." Venus mentioned with disbelief.

"Well the Omnitrix will be useless to them now that I locked its DNA with its previous wearer." Azmuth told them before he looked towards Vilgax. "Not even you'll be able to crack that code."

“Cracking the code combination is child’s play.” Vilgax said. “But I have a better use for it if I can’t use it for myself.”

“But who says you’re ever getting it?” Powers questioned as he hopped into his Null-Guardian and took off with Vilgax quickly jumping on his and following behind.

"Helix!" Helen and Attea called out as they flew by and picked them up as the group chased the two down.

"Hey Powers, I thought you wanted revenge on me!" Helix called out with a brow.

“I figure leaving you stuck in here with your arch-enemy is still pretty sweet.” Powers said with a smirk as he looked at the Omnitrix. “And if I can absorb this watch’s power to take over Equestria, even sweeter!” He exclaimed.





Back in Equestria, the null void projector then short-circuited as it started shorting out and the portal started shrinking. “The portal is collasping!” Flash exclaimed.

“Kids, Venus, get out before it’s too late!” Applejack yelled out loud through the portal while Delta and Dust tried to keep the portal together, but failed.





Back inside the Null Void, Vilgax managed to catch up with Powers before jumping and tackling him off his Null-Guardian. "I told you before I take orders from no one!” Powers exclaimed as he beat on Vilgax to get him off before Vilgax tossed him away. He tried to reach for the pod containing Omnitrix before the group flew in and Helix quickly grabbed it.

"Got, now let's get out of here!" He exclaimed as the group flew towards the portal that was slowly shrinking.

"Go where?" Vilgax questioned as he and Powers were back on their Null-Guardians as they blocked the way forward. "Back to your miserable dimension? First, the Omnitrix!"

"Guys, I'm going to toss it so he'll go after it." Helix whispered to the others.

"But what about your powers?" Venus questioned.

"It's nowhere near as important as getting us back home, plus he won't be able to do anything if he's stuck here forever. Trust me." Helix told them.

"His instincts and intuition haven't been wrong so far." Azmuth told the others.

"Okay, do it man." Manny told Helix as he nodded in response before he climbed onto Manny's back.

"Okay Vilgeek, you want the Omnitrix? Then go get it!" Helix exclaimed as he tossed the pod far into the null void. As Vilgax chased after it, Helix looked at Powers with a smirk. "And if you want me, come and get me!" He called out as he dropped down onto a floating piece of rock.

“Helix!” The others cried out.

“Trust me! I know what I’m doing!” Helix called out. “Just go!” He called as Powers came up to him with a laugh as the others quickly entered the portal. Powers was about to stab him with a shard dagger, but Helix dodged it and stepped on his face as he quickly jumped from rock to rock while Powers flew after him. Powers used every power he could use to try and hit Helix as he dodged each blast before he flew straight into the portal before it closed. Powers yelled as he tried to follow, but it closed before he could get through.





Soon Helix came through the portal just before it closed as Pinkie Pie pulled them all in for a group hug. “Group hug! Everyone’s back!” She cheered as the others quickly huddled around the young heroes and gave joyful hugs to them.

“You’re all okay!” Twilight cheered in huge relief.

“We’re so glad you’re all back!” Delta added as they then broke the hug.

“Well, mostly back,” Helen said sadly as Helix looked at his hoof where the Omnitrix was.

"What happened to the watch?" Misty asked him.

"He sacrificed to save me and Helen before he threw it deep into the null void." Attea answered before she and Helen gave him a loving hug.

“Oh, Helix…” Flash said as they all looked at him in sympathy.

“It’s okay, guys. I was cocky and abused my powers instead of being responsible.” Helix said in sorrow. “I should’ve been more mature to only use the Omnitrix if things go wrong. But, at least we got something out of being the null void.” He said with a small smile.

“And what’s that?” Spike asked before Helix brought out Azmuth. “A Greymatter who is old?”

“Everyone, meet Azmuth, the true creator design behind the Omnitrix.” Helix introduced, which shocked them, more so to Delta and Dust.

“Wait, Azmuth?” Delta asked in shock.

“Why hello Delta and Dust. It’s been a long time.” Azmuth greeted.

"Yeah, you still need to explain about that." Manny told Helix.

"Yeah, right after I take this back." Helix mentioned as he reached behind Manny and grabbed a familiar pod from his utility belt.

“Wait, the Omnitrix?!” Rainbow asked in shock as the others are shock by this as well.

“But, we saw you threw it away!” Venus said in shock.

“Oh, please. You think I’m that dump to throw the Omnitrix away in the null void where the worst of the worst would try and take it and abuse it?” Helix questioned with a smirk.

“So, what did you throw away in the null void that Vilgax went after?” Attea asked while Helix kept his smirk.





In the null void, Vilgax jumped after the sphere that Helix threw into a crater before he caught it and landed on a rock. “The Omnitrix is finally mine!” He exclaimed victorious before the sphere started beeping, and looked at it before it opened up to reveal one of Manny’s bombs that Helix threw, shocking Vilgax as it exploded, but he was unfazed by the blast as he stood there. “NOOOOOO!!!!” He yelled in rage that he was tricked and was now trapped in the Null Void as he slouched in defeat as Powers flew in above him.

“Nice job, squid-head. You blew it for both of us!” Powers retorted before they looked down and saw a giant alien creature roaring after them as the two made their escape.





Meanwhile, the pod soon opened up as the Omnitrix came out and glowed brightly. Helix lifted up his hoof as the Omnitrix reattached itself to him while images of his aliens flashed as he felt a power surge coursing through him. After the flash, Helix kept his hoof up as the Omnitrix was now back in place as it gave off a small smoke from the reattachment. “Now that’s more like it.” Helix said with a smile.

“Okay, I gotta admit cous, that was pretty clever.” Misty admitted with an impressive smile.

“I’ll admit, youngling, that was quick thinking on using a grenade to lure Vilgax into thinking you threw away the Omnitrix.” Azmuth said with a proud smile.

"Yeah, that's what a hero does.” Helix said with a proud smile of his own before Azmuth jumped on his hoof.

"But I should let you know that I zeroed out the master control when I programmed the Omnitrix to only be used by you, you're not ready for that kind of power just yet." He told him. "But for finally defeating Vilgax and locking him inside the null void, I believe an award is earned." He then pressed a few buttons before the Omnitrix blinked and a holographic image of his aliens appeared above the faceplate before ten more appeared next to them.

“Sweet! New aliens!” Helix said with a smile. “Thank you, Azmuth.” He said to the galvan.

“Anytime, kid.” Azmuth said before looking at the group. “Though, I must say, this is quite a crowd you have here.”

"Mom, Dad, Azmuth told me about everything that happened in his past, and I think if he came up with the idea for the Omnitrix to bring the universe together, I think his sentence has been long enough." Helix mentioned.

Delta and Dust thought for a moment before they nodded their heads and turned to them. “Well, I think Azmuth has already been through enough.” Dust said.

“As long as he joins us for the road, we’ll consider him a free Galvan.” Delta said.

“Yes!” Helix cheered as Azmuth gave a grateful smile before Helix looked down at him. “Welcome to the club, Azmuth!”

“Heh, this will be an interesting new life.” Azmuth said as they all started cheering, not only did they trapped Vilgax and Powers in the Null Void, but they also freed the creator of the Omnitrix as they have a new friend and member of the team as their summer vaction just got more and more interesting.
> Chapter 26: Mall Trance
> --------------------------------------------------------------------------

In a town at night, the heroes are parked by a giant mall bigger than any mall they’ve encountered in Equestria as they walk back to the mobile base. “Five hundred stores. Seventy-two restaurants, forty-eight movie screens, and an indoor roller coaster?!” Helen asked in excitement while looking at a book with the indoor map of the mall.

“We could just spend the whole summer here! This mall has everything!” Helix cheered before an went off as two shadowy figures jumped down from the roof and a bunch of cops came out of the door.

"Halt, in the name of Mall security!” One of the Mall cops called out before they started chasing the two figures.

"And apparently they also have their own police force too." Azmuth mentioned as he stroked his chin.

"Didn't see that coming." Pinkie mentioned.

"Looks to me that the rent-a-cops could use a hoof." Helix said with a grin. "Plus it gives me a chance to try out one of my new aliens. A hero's work is never done." He activated his Omnitrix before scrolling through the different forms and chose one he wanted to try out. After pressing the two buttons and the core popped up, he slammed it back down as he was covered in a green light.

The mall cops continued to chase down the two shadowy figures before they jumped high up and off of a pole and into the parking garage. Then a green blur ran past them and followed the two shadowy figures inside before knocking them down the ground as they dropped the jewelry they stole. Then a mobian green hedgehog green and black shoes with the Omnitrix symbol on his chest stood tall in front of them. "Sorry, but no jew thieves can get away when Quillspeed is on the job!" He declared before he noticed that the two things were elderly ponies. "Oh… Oh man, I didn't mean to--" he suddenly stopped when he saw the two elderly ponies do ninja acrobatics which completely baffled him. "What the what?! Ninja-old-ponies?!"

The elderly mare then rushed up the wall and delivered a kick to the hedgehog heroe back. “Okay, normally I wouldn’t hit the elders, but you’re not that elderly from how I felt.” He said as he rushed up to them, but the two elderly ponies avoided his strikes and kicked the hedgehog down. "This is officially the weirdest fight I've ever been in!" He exclaimed as he was having trouble keeping up as he was flung back far from the parking lot and stood up as he faced the two, who got into ready stances before the police security came up and aimed their weapons at the hedgehog, who saw the two elderly ponies vanished somehow. “Drats. They got away.”

“They let loose some kind of green rat to cover their tracks.” One of the stallions said to his troops.

“Hey, I’m a hedgehog! Can’t you tell?!” Helix questioned with a look. “The name’s Quillspeed by the way!”

"Whatever you are, you're under arrest!" One of them told him before he quickly leaped over and ran away from the mall cops.

“You’ll have to catch me first!” Quillspeed called as he sped away from the stallions, who followed after him as Quillspeed ran as fast as he could to get away from them. “These guys really are determined. Luckily, I have this speedy guy that could give XLR8 a run for his bits.” He said as he then ran faster, leaving a trail of dust behind. He soon came down a ramp where the mobile base quickly pulled up and parked before driving away.

“They must be trying to escape in that carriage! Cut them off!” The chief called as they chased after the mobile base as one of the ponies got down the road, but when the mobile base tried to continue, Delta quickly served, which caused the mobile base to crash into a pole as the police got out and surrounded them.

One of the cops soon entered the mobile base as the inside looked like a normal wagon while the passengers inside just looked at him. "Anything we can help you with, officer?" Twilight asked the cop with a brow.





The next day, the young part of the group walked together while Misty gave her cousin, who was drinking a milkshake, a look. “Nice going last night, hero. Not only did you let the robbers get away, but because they thought your speedy butt was inside the mobile base.” She said with a look.

“Hey, give me a break.” Helix said to his cousin with a look. “Those elderly ponies were ninjas! They caught me even with my new alien speed that I couldn’t keep up with them.”

"Plus, you did say that they were like ninja-old-ponies." Manny added. “And like old ninjas are super fast despite their age, everyone knows that."

"Plus, the mall will be repairing for all the damages they did and it brought us a few more days here while Azmuth and Helix's parents wait for the parts to repair our ride." Attea added in. "At the very least, we should be thanking him for at least having us stay a few more days."

"She's got a point." Smolder agreed with Attea.

“What I can't understand is why a couple of old ponies would even rob a mall in the first place." Helen mentioned.

“Even I’m a bit confused by that.” Zs’spoocy said while being invisible, but they can see her so that she doesn’t spook the creatures. “I mean, a mall this big, it would be impossible to rob something, even with their own police force.”

“Eh, it’s probably nothing.” Misty said before she gasped and looked at a billboard next to them. “The Amazing Mind Melder, Master of Hypnosis, last day?” She read as she gave an exciting smile. “Cool! Let’s check it out!”

"You're seriously excited about a hypnotist?" Gallus questioned her before he looked at Helix. "You're right, your cousin is a geek."

"Eh, but it might be just worth the show to see.” Helix said with a shrug as he ran out of his milkshake and threw away the cup.

They walked out to a mini stadium set up in the mall while some crowds came in. “Ladies and gentlecolts, presenting Mind Melder, the Master of Hypnosis!” A raspy voice called out as purple smoke appeared while coming out of the smoke a short yellow unicorn stallion as he was wearing a red coat and purple glasses while he was coughing from the smoke. "Note to self: less smoke next performance." He said to himself before he walked forward but almost tripped on his own coat. "Behold the power of Mind Melder! I shall take you on a journey through the mysterious realm known as the mind!" He told his audience through a microphone. "First I require three volunteers!"

"Yona think this lame." Yona muttered.

“Yeah, I agree, Yona.” Helix said boredly. “Only somepony with half a brain can be hypnotized.”

Misty looked at her cousin before lifting up his hoof. “Hey, here’s a volunteer for you!” She called.

“Me?!” Helix questioned as he moved his hoof away. “Forget it!”

“What’s the matter? Afraid you don’t have half a brain?” Misty questioned with a smirk as Helix growled as he walked off.

“You are so gonna get it, cous.” Helix muttered as he stood next to two elderly ponies.

"Now, focus your ears on my voice only while you clear your minds." Mind told them before he took out a pocket watch from his coat. "Have your eyes focus only on this pocket watch as it swings back and forth. Your eyelids are getting heavy, you're falling into a deep sleep…" He told them as they watched the pocket watch swinging back and forth, but none of them felt even a little bit tired. Mind then used his magic to stop his watch from swinging before pressing a button on its side to release some sort of yellow energy waves at them. Their pupils then suddenly shrunk before they suddenly fell asleep.

Misty gave a smirk. “Oh, major blackmail time.” She said as she was about to take out her camera, but was quickly pushed down by Helen. "I mean, just something to show him if he doesn't remember what happened.” She said casually before she started recording.

"You are completely under my power." Mind told his three volunteers as he paced around them. "The moment you open your eyes, you'll all become newborn foals." All three of them opened their eyes before they started wailing like foals as the crowd started laughing in amusement. “Now, you are now chickens in a barnyard!” He called as the three then started moving and acting like chickens as the crowd all laughed harder again.

The young group laughed at Helix’s expression. “Okay, that’s funny.” Gallus said with a smirk as the adult ponies came up to them.

“Uh, why is Helix acting like a chicken in a barnyard?” Applejack asked in confusion.

“Helix is hypnotized into acting like a chicken.” Ocellus explained with giggles.

“And it’s my early Heartswarming present.” Misty said with a smirk.

"You're a ballerina." Mind told an old stallion before he started dancing like a ballerina. "You are a ferocious grizzly bear." He told an elderly mare before she started acting like one.

"Okay, even I'll admit this is really funny." Manny mentioned with a smile.

"And finally you my boy, you are an alien." Mind told Helix before Helix pulled up the Omnitrix and activated it.

"And now it's not!" Manny exclaimed as Helix was about to reveal his secret without even knowing it before Helen quickly ran up on stage just as Helix selected an alien form before pressing the two buttons to make the core pop up.

"Helix, don't!" She exclaimed as she pushed him behind the curtains before he could slam down the core and transform. A green light flashed before it died down and Mind peeked behind the curtains.

“You are ruining the performance!” Mind exclaimed through his teeth.

“Sorry. My friend had to… run to the little alien’s room.” Helen said with a sheepish smile before Mind closed the curtain and out of sight as Helen sighed in relief before turning and saw that Helix had transformed into Greymatter.

"Take me to your leader." Greymatter said as he was still hypnotized. "Your will as my command."

Helen chuckled. “Something tells me that the others are gonna have fun with you in this state.” She muttered.





Later that night as the adult ponies with Azmuth were fixing the mobile base, Helix was now out of his hypnotized state as Misty showed him a video of what happened when he was as he didn't remember. "Oh man, I can't believe he made me act like that!" Helix exclaimed as he saw himself act like a foal and a chicken. "This is so embarrassing!"

“Oh, but wiat, here’s my favorite part.” Misty said as she then showed the video of her laying back while Greymatter was feeding her grapes.

“More grapes, Master?” Greymatter asked while feeding Misty some grapes.

“Oh, man!” Helix groaned.

“And here’s the next one.” Gallus said as the next video showed Greymatter doing the Young Six's homework.

“That’s right, buddy. Do our summer homework. You’re down to one last question of mine.” Gallus said before a familiar beep was heard as Helix transformed back.

“What? What just happened?” Helix asked, out of his trance while looking around in confusion while the others gave amusing looks.

"Really guys?!" Helix asked as he looked at the six while they looked away sheepishly.

"Hey, be glad you snapped out of it when the Omnitrix timed out." Sandbar told him. "I'm pretty sure Attea was going to make you give her a massage while she was in the bath."

Helix blushed a bit from that as he took the camera away from Misty. “And it’s another thing they created an erase button for it!”

“Give that back!” Misty yelled as she and Helix started fighting over the camera.

“You guys should’ve at least not recorded that part.” Manny said as the adult ponies walked in.

“Okay, okay, enough!” Flash called as he took the camera. “That’s a rap on the video. It’s been a long day, and we could all use some shut-eye.” He said as he put the camera away. “Time for the bed, kids.”

"Just please keep her away from me." Helix muttered as he and the boys went to their side of the mobile base.

“Doofus.” Misty retorted before Attea stick her tongue out and whack her on the head. “Ow! And ew! Gross!” She called while rubbing her head. “What was that for?!”

"Oh nothing." Attea casually said before Helen nailed her on the shoulder.

"You weren't really going to have him do that, were you?" She questioned with a glare.

“No way!” Attea said with a shake of her head with a huge blush. “I mean, it would be interesting to feel his hands or hooves, but uh…” She stammered before turning to Helen. “What about you?! Were you gonna use him for something?!” She quickly asked.

Helen’s cheeks blushed from the thought. “Um, uh, I mean, time for bed!” She quickly said as she rushed to her bed.

“That’s what I thought.” Attea said with a smirk as she went to bed as well.





The next day, the group entered the mall just as the clock tower chimed but Helix looked a bit drowsy as he let out a loud yawn. "Hey, are you feeling okay?" His father asked him. "You don't seem as peppy as usual."

"I'm…I'm fine…" Helix replied as he rubbed his eye. "Just feeling a little tired, that's all." He assured as they walked up to the dragon ride with some police guards in the way.

“Whoa, what happened?” Spike asked in surprise.

“Somepony stole the motor from the sea dragon ride. Probably a prank by some punk kids.” one of the officers said before one of his partners came up to him.

“What do you make of this?” He asked as he showed them a piece of Diamondhead shard, which made their eyes widened at the piece, especially Helix as the officers walked off while the group looked at Helix.

"What? It wasn't me.” He told them as they continued to look at him. “I swear. You know it's not cool to accuse someone without full basic evidence."

"But how did a Diamondhead shard end up here in the first place?" Twilight questioned with suspicion.

“Well, don’t look at me. Because seriously, if I did do it, you guys would be the first to know.” Helix said as he walked off, while Azmuth had a thoughtful look.





Later that night, as everyone was sound asleep, a familiar yellow wave suddenly washed over the parking lot as the clock chimed. Helix suddenly woke up from his sleep as his pupils were shrunken like during Mind's performance before he jumped out of bed and woke up the other boys.

“Helix?” Sandbar asked tiredly.

“Dude, do you know what time it is?” Manny asked while rubbing his eyes as Helix activated the Omnitrix. “Uh, Helix…” He said in concern before Helix pushed the core down and transformed into Upgrade.

“Wait, dude! You can’t go out like that!” Gallus called as Upgrade squished through the door and exited the mobile home, which the others woke up and saw Upgrade climbing to the roof.

“What is up with Helix?” Fluttershy asked in concern.

“He must be sleepwalking.” Flash said in worry as a security light shined down on Upgrade.

“Stop, in the name of mall security!” The stallion officer called as the unicorns ready their horns and aimed it at Upgrade, who then started running and climbing to the top of the clock tower while trying to avoid the lights.

Upgrade started firing on the mall cops with his lasers as they dodged his blast. “Helix! Wake up!” Helen called out.

“You’re sleepwalking!” Ocellus called out.

“It’s no use. He can’t hear us.” Twilight said to the girls. “He probably has no idea what he’s doing.”

"So what else is new?" Misty asked sarcastically before more cops showed up.

“Besides, it's dangerous to wake someone up when they're sleepwalking." Sandbar mentioned.

“We better get up there.” Manny said as the unicorns then started firing on Upgrade, which made him go splat on the ground as the others looked in concern, but Upgrade reformed and charged at one of the unicorns, surprising him before using his horn to fire at the police and then went towards the clock.

“Look!” One of them yelled as Upgrade then turned the clock into a helicopter as he detached from the clock tower.

“Time sure flies when you go alien.” Pinkie joked as Upgrade flew off into the distance, which the others watched in concern.





Upgrade soon landed in front of a workshop just outside of town before a garage door opened. He came off the clock and landed in front of a familiar figure before reforming. Soon Mind Melder walked up to him with a brow. "Who are you?" He questioned. "What happened to the thing that looked like a walking chandelier? Oh that's right, you can't respond because you're hypnotized. Well, it doesn't matter as long as you do as I say. Now get out of here before the cops see you!" He ordered as Upgrade then possessed a bulldozer and took off while Mind Meloder watches.





The next morning, Helix was sleeping soundly while the Omnitrix was still timed out before he started to wake up with a stretch and a yawn. “Oh, man. Some weird dream.” He said as he then noticed that he was on the bulldozer as he tripped and fell over the mobile base. “Oh boy.” He muttered tiredly.





A bit later when the others found Helix, they explained to him what happened as they were now watching the news. “Despite last night’s bizarre attack and other burglaries, the mall representative had this to say.” The reporter said as they turned to the representative.

“This was an isolated incident, the mall is open for business.” The stallion said. “Shopper safety is our number one priority.” He said.

"So… why exactly would I go alien and steal stuff like a Sea Dragon ride motor and a big clock?" Helix questioned as Azimuth was inspecting the Omnitrix.

"Well, according to this book, Sleepwalkers were in a hyper dream state.” Twilight told him as she levitated a book in front of them. “Nothing really makes sense in a dream, and the only one who can understand them is Princess Luna."

"Yeah, but mostly walkers don't have a watch with alien heroes at their command." Misty pointed out as Helix's head fell face-first onto the table.

"I don't believe it is sleepwalking to begin with." Azmuth mentioned. "If he was sleepwalking, he would have been fully rested and not exhausted. It might be something else completely."

"What makes you say that?" Attea asked with curiosity.

“The Omnitrix is connected to his DNA, which would include his brainwave." Azmuth explained. "I just checked his readings on his brain waves from last night and those readings are confusing as they show he was half asleep yet half awake, almost as if he wasn't in control of himself."

“Isn’t he always insecure?” Misty questioned before Azmuth jumped up and slapped her. “Ow! Hey!”

“Not the point! The point is, there’s something else inside Helix that would take control of him when he tries to sleep!" Azmuth exclaimed.

"So that means we're going to have to keep him awake and away from other creatures until we can figure out what's controlling him and put a stop to it.” Delta explained which caused Misty to smile brightly. She then levitated a glass over before filling it up with mostly ice water before splashing it into Helix's face.

"Hey!" He shouted when he felt the cold hit his face. “What was that for?!"

“Just doing my job.” Misty said with a smirk and an innocent look while Helix glared at her.

“We’ll try and keep her from going overboard, Helix.” Zs’spoocy whispered to him as the others nodded.





A bit later, Helix was feeling tired as he was about to fall asleep, but Gallus came in and plugged his nose, which caused him to get startled awake from that as he breathed. The next one is when Helix tries to lean on the table, but Smolder then holds up an ice tray and pours it down his back, causing Helix to scream from the cold.

And then sometime later, he slouched onto his bed, but then Misty took his sheet and pulled him off the bed as he fell to the floor. “Hey, you and the others are enjoying this, aren’t you?” He questioned before Misty blew an airhorn in front of him.

“Now why would you say that?” Misty asked with a smirk.





Soon it was night time as everyone inside the mobile base felt very drowsy. "Okay Attea…it's your shift…" Misty said before she fell asleep. A couple of minutes later, Helix then fell asleep as he laid on the table as they all fell asleep where they either sat or lay down.





Up on the mixing clock hole, Mind Melder good with a sinister grin on his face. "It's time to wake up my slaves." He said with a mischievous tone. "Awake, and serve your master and his every command." He then pressed the button on his pocket watch as yellow energy waves were sent out.





The energy waves soon hit the mobile base as Helix woke up and his pupils shrunk. He then got up as the sound of the Omnitrix activating was heard before he transformed into an alien. "Can somepony open a window?" Rarity asked as they felt a wave of heat inside the place. "I'm sweating a bit…" But then the sound of the mobile base door being opened and slammed shut instantly woke everyone up.

"Helix!" Dust exclaimed with worry before they all went outside and saw Heatblast standing outside before he took off into the sky. "That's not good."

"No, but luckily I put a tracking system inside the Omnitrix so now we can figure out what's causing this." Azimuth mentioned as he held out a tablet. "And I believe the cause is hypnosis. He's in a hypnotic trance."

“Wait, you mean somepony is hypnotizing him?” Gallus asked in surprise.

“How did that even happen to him?” Rainbow questioned with a brow. “Starlight is not even here for that kind of trick.”

“We’ll figure it out later. Right now, we gotta get Helix before he hurts someone.” Twilight said as they rushed in the direction Heatblast went to.





In a hardware store part of the mall, Heatblast was melting the chains together to form a big metal pole before blasting a hole in the wall, which the hypnotized elderlies to ride out with the metal pole. “Helix, listen to us!” Delta called as he and the others rushed into the shop. “You’ve got to snap out of this!” He said while Heatblast then ready a fireball.

“Watch out!” Rarity called as she and the others moved aside.

“Helix, listen to us! You’re under a hypnotic mind-control spell!” Dust called next while Heatblast ready his fireblast, but then security police came through the roof, which caused Heatblast to release a fireblast at them as they quickly moved aside.

“You all, get away from that thing!” A security stallion called as he guided the group away from Heatblast before smoke bombs fell to the ground, which caused Heatblast to shoot fireballs blind as one of them realized where they were when they saw flammable tanks close by.

“Everybody out. Move! Move! Move!” Another yelled as they rushed out of the hardware store before it exploded in flames.





The next day, in front of the ruins of the hardware store, the news crew was in front of the manager. “This is an isolated incident. The mall is open for business. Shopper safety is our number one priority.” He repeated the same word he said to them last time.





Back inside the mobile base, Azmuth was observing the footage of Mind's performance yesterday as they were waiting for his theory. “I believe that we found our culprit but haven't even noticed him until now." He told the group. "I don't know how just yet, but Mind Melder places post-hypnotic suggestions into his volunteers and turns them into his army of thieves without even them knowing."

"That would explain the elderly ponies Quillspeed fought a few days ago." Helen mentioned.

"But the sound of the Omnitrix timing out snaps Helix out of his trance." Attea added before they noticed Helix was fast asleep.

“Hey, cous, wake up.” Flash said while nudging Helix, which he woke up with a yelp before he yawned and stretched.

“But why would he have me steal all that weird stuff? The clock, the motor, and the chains, why would he need them for?” Helix asked while rubbing his eyes.

"I have a theory but we must find him before it's too late." Azmuth told the group.

"But what if he hypnotizes us the moment we find him to make us forget everything?" Gallus questioned before Azmuth hopped off of the table and went over to a cabinet before pressing the button. It opened up to reveal a few high-tech goggles inside.

"I've already taken precautions in case of such an event." He told them. "We wear these and the hypnotic waves will not be able to reach your brains because they will block them out. Each of you take one and be on the lookout."





Later the group went into the mall to find Mind Melder while Twilight went to the mall's representative and warned him about him. "This was an isolated incident. The mall is open for business. Shopper safety is our number one priority." The representative told her while he was in his chair facing the wall.

"I know, you've said that plenty of times.” She told him. “But I'm seeing your Shoppers are in danger with Mind Melder on the loose."

“This was an isolated incident. The mall is open for business. Shopper safety is our number one priority." The representative repeated.

“Okay, this is getting us nowhere.” Twilight said as she stood up and walked out, but then once she exited the office, Mind Melder came out with a helmet and a camera.

“Well done.” Mind Melder said with a smirk, having hypnotized the representative before his crime spree. “All the preparations are complete. It’s showtime!” He declared as he accidentally knocked a lamp over.





With the others, Helix is getting a drink of water, but he falls asleep while the faucet keeps going while the others watch. “I don’t think Helix could take much more of trying to stay awake.” Hope said in concern.

“He does seem pretty out of it.” Venus said with a concerned look as he walked up to him. “Wake up, Helix.” He said as he shook him before he got him out of the fountain.

“Mom, I’m too tired to go to school.” Helix mumbled tiredly.

“It’s alright, sweety. It’s summer break.” Dust said with a smile.

“Has anyone seen Misty?” Ocellus asked while looking around. “We’ve been waiting for her for some time.”

"There she is!" Pinkie called out as she saw Misty walking over to them with a small bag just as Twilight walked over to the group.

"The mall's representative won't be much help, so we're going to have to find Mind Melder on our own." Twilight told the group. "Any luck finding him?"

"Nope, not even a trace of him.” Flash answered before he looked at Misty. "What's in the bag?"

“The solution to Helix and his hypnotized sleepwalking problem." She replied before she used her magic to pull out a couple of pairs of hoofcuffs. "He can't go alien if he can't touch the Omnitrix."

“"Where did you get those?" Helix questioned.

"Safety-R-Us, they have a very extensive selection." Misty answered before cuffing both his front hooves with each end of the two cuffs before looking at the group. “So, which one of you is going to make sure he stays away from the watch?"

“Misty, I don’t know about this.” Delta said with a frown. “The last time you suggested an idea, you got Helix hypnotized.”

"That was before we knew Mind was a criminal." She replied before she quickly put the other cuff on Helen and the other on Attea. "Besides, this is just to make sure he doesn't use Helix for more crimes. What could go wrong?"

"Oh, you just had to say that." Rainbow complained.

"And why is me and Attea cuffed to him?" Helen questioned while pointing to the Hoofcuff that is connected to Helix's right hoof.

“I figure since you two are always around Helix, I thought I give him something he would feel slight comfortable with.” Misty said with a smirk before a huge clock appeared behind them from the ceiling.

“Greetings, mall rats.” Mind Melder spoke up as his face appeared on multiple screens throughout the mall. “I am Mind Melder, Master of Hypnosis. You are all about to take a journey through that mysterious realm known as… the mind. No need to volunteer. Now all of you will obey me forever!” He declared as the watch started swinging around. "Your eyelids are feeling heavy. You are falling into a deep sleep."

"Wait, he had me steal all that stuff so he can create a giant hypno-watch to hypnotize every creature in the mall?" Helix questioned before he let out a laugh. "There's no way that'll ever work!"

"But just to be on the same side, I'm going to smash that thing up!" Rainbow declared as she put on the goggles Azmuth made and flew right towards the clock.

"Rainbow, wait!" Azmuth tried to warn before Mind pressed the button on his pocket watch and hypno waves soon came out of the giant hypno watch and every creature started to fall asleep when it went by them. The moment it hit Rainbow Dash, she instantly fell out of the air and fell asleep. "I was going to tell her now that it's bigger, the goggles won't work because the hypno waves are stronger."

"So I guess that means we run now." Attea suggested before they started running away from the hypno waves as they were getting closer to the group.

“Don’t look at the clock! Don’t look at the clock!” Helix repeated as he, Attea, and Helen ran behind a pillar as the wave flew past them. But when they turned, they saw the others got hit and were fast asleep. “Oh no.” He said in dread.

"Okay, come get these cuffs off!" Helen mentioned before she and Attea took off their ID Masks and she started to dig around in Misty’s bag. “Misty, wake up! Where are the keys for these things?!" She stopped when she realized something. "She didn't get the keys for these things, did she?"

“Seriously? You’re cousin really didn’t think things through, did she?” Attea questioned Helix with concern.

“She really doesn’t sometimes.” Helix mumbled. "But I'm really tempted to draw a mustache on her face."

“All arise and obey my every command every minute of everyday.” Mind Melder said as the others opened their eyes, with their pupils shrunken, as did the other creatures as they stood up. “Now, bring me all the riches of this place!” He ordered as the creatures and Helix’s friends and family walked off while Misty held up her bag as the creatures started looting the mall for money and expensive things. “Yes, yes! First the mall, then all of Equestria! There will be no stopping me!”

“That's what he thinks!” Helix called with a serious look. “Helen, you think you can reach the Omnitrix?”

"But first we need to get these cuffs off." Helen mentioned before they saw a key sharpener up ahead. They got the same idea as they went in and used the blade to cut the chains of the cuffs.

"Okay, so what's the plan?" Attea asked as Helix activated the Omnitrix.

"You both do what you can to keep everycreature tied down so they don't steal any more stuff." Helix instructed as he scrolled through the different forms. "I'm gonna have a talk with the guy who made me act like a baby and a chicken. He may control every last creature in the mall." He then pressed the two buttons on the Omnitrix to make the core pop up before he slammed it back down. He was then engulfed in a green light as the Omnitrix transformed him. 

His entire body was coated in black material while one eye formed on his head before tendrils with plugs at the end of them came out of the back of his head while another one formed a tail. He then had some gold batteries on his arms up to his shoulders as he gave off an electric charge from his fingers while his chest was green. “But let’s see him handle a Feedback.” He said to them with a serious look.

“Hey, that’s the alien Twilight 22 went as.” Attea commented in surprise.

“Yeah. I’m gonna call him Feedback.” Feedback said with a smirk as he went out the door. “You two try and keep the shoppers from doing any more shoplifting, I’m gonna give that mind freak a charge of his life.” He quipped as he absorbed some power from the sawblades and took off while shooting electricity as he started climbing.

Helen then began to zip around the mall as she grabbed some chains before using them too tight down some of the shoppers. "Sorry!" She called out as she kept doing it. "It's for your own good!"

Meanwhile, Attea charged at some shoppers before kicking them down and used a plumber blaster to fire some sort of goop that kept them on the ground. “Gotta give it to Azmuth, using a highly sticky substance can really keep anyone down.” She said with a smile while Mind Melder saw this through the cameras.

“Hey, Plug guy, speedy, frog girl, stop! Obey me!” Mind Melder said as they looked at the screens they stood in front of them.

"Yeah right." Feedback replied with a glare before he figured out where Mind Melder is at. “If you're able to see me and the girls, that must mean you're in the security room." He used an electric current to give himself a boost as he jumped higher onto another floor.

"I command you three, obey me!" Mind yelled out in frustration.

"Oh go suck on an egg." Helen told him as she continued to tie down some more shoppers.

Mind Melder growled as he turned to the other shoppers. “Don’t just stand there! Stop them!” He ordered as Feedback saw a new bumper car with a yak riding on it rushing towards him as he held onto it before he climbed up to the top before seeing that they were about to crash into a toy store.

“Time to drain the batteries.” Feedback said as he used the plugs on his head and drained the batteries of the bumper car, which stopped the ride as Feedback was sent flying and crashed into the glass window facefirst before he slid down to the ground. “Ow.”

Helen soon zipped up to where he was before checking on him. "Are you okay?" She asked before she got blasted in the back. They both saw Ocellus in her armor as she continued to fire at them. Feedback quickly absorbed each blast before firing back at her as she fell to the ground before Helen chained her up. “I hope Ocellus would forgive us if we hurt her.”

“She’s mind controlled. I don’t think she’ll remember it.” Feedback assured her. “Trust me, I know.”

"Hey guys, I could use a hand here!" Attea called out before the two looked over the railing and saw that she was struggling to fight against Manny, Zs'spoocy, Hope, and Venus.

"I'll give her back-up, you stop Mind Melder." Helen told Feedback before she raced down to help Attea.

“On it.” Feedback said as he kept climbing up to the office. Back on the ground, Helen and Atea are fighting their friends together while making sure they don’t hurt them badly.

“You know, from how things are, I’m sorta glad Misty hoofcuffed us to Helix so we wouldn’t get hypnotize.” Attea said while firing goop at Hope and Venus, which tied their hooves to the ground and prevented them from using their powers.

“Yeah, well, I’m still gonna teach that filly a lesson for not thinking ahead of things or having a second thought.” Helen said as she then used her speed to punch Manny at his weakest point before finding some chains and tying him up. “I think she only got those cuffs to mess with Helix.”

“You know, I agree on that.” Attea said before she pulled out a net and used it to trap Zs’spoocy inside and can’t phase out. “You think we could teach her a lesson together at what happens when she doesn’t listen to us?”

“You read my mind.” Helen said with a smirk as they kept fighting together.





With Feedback, he was close to the office as he saw it in his sight. “Going up.” He quipped as he jumped towards the window and crashed into the office where he saw Mind Melder. “Show’s over.” He said with a glare.

“Unplug that freak.” Mind Melder said as some elderly creatures came out with makeshift weapons, but Feedback slammed his hands down and released a small shockwave, which shocked the elders until they fainted. He then walked up to Mind Melder, who tried to run away but Feedback quickly grabbed him by the tail as he held him over the head close to the clock.

But as luck would have it, the Omnitrix timed out, which caused Helix and Mind Melder to fall before they landed on the arrows of the clock, which Attea and Helen noticed. “Helix!” They called out in concern.

“You!” Mind Melder yelled when he recognized Helix as he brought out his watch. “I will put you in a trance from which you will never recover!”

“Not this time!” Helix called as he grabbed another arrow and spun around before he quickly took Mind Melder’s watch. “I’ll take that!”

“Give that back, you brat!” Mind Melder yelled.

“Helen, Attea, cover your eyes!” Helix called out as the two girls did just that as Helix pressed on the watch, which released another hypno wave. “Everyone! Wake up! You’re all free!” He called out as the shoppers, his friends, and family were then snapped out of their trance.

"Whoa…what just happened?" Zs'spoocy asked as she shook her head.

“And why are we next to a bumper car?” Manny questioned while looking around in confusion.

"Why am I chained up?" Ocellus asked before she removed her armor, which loosened up the chains for her to take off.

Helen and Attea walked up to them with sheepish looks. “Uh, it’s a long story.” Helen said to them.

“We’ll explain later.” Attea said to them as they got free from their restraints and looked towards the giant clock.

“No, no, no!” Mind Melder yelled in anger. “It isn’t fair!” He complained.

“Now, who’s the foal and chicken, pal?” Helix mocked as Mind Melder tried to grab him, but he missed and fell off the clock with a scream before landing in a bounce house before falling to the ground.

Mind Melder stood up as he tried to make a break for it, but Flash elbowed him to the head, causing him to fall down unconscious. “Looks like your time is up.” Flash quipped with a smirk.

"Good one, Flash." Twilight complemented before looking up at the clock where Helix was. "And great work, Helix! Helix?!"

Fluttershy was flying over them as she shushed them to be quiet as she held up Helix, who was sleeping peacefully. “He’s sleeping.” She whispered to them with a smile.

“Guess that rush really tired him out.” Rainbow said with a chuckle as they all smiled at Helix warmly as they watched him sleep.





Soon the mobile base was back on the road as Azmuth was inspecting the Hypno watch. "Just as I thought, this watch is made out of alien tech.” He told the group. “That's how he was able to hypnotize and place hypnotic suggestions into his victims."

"Okay, first that griffin that had that high-tech blaster, the Flim and Flam Brothers with that dimension jumper thing, and now a hypno watch?" Helen listed out. “Where do they get these things?”

“If we had to guess, there must be leftover alien tech lying around in Equestria that was lost during our days in the Plumbers.” Delta said seriously. “We thought we collected them all, but I’m afraid that we’re wrong.”

“So, there could be another alien tech out there that’s waiting to be rediscovered and be used in the wrong hands/hoofs?” Applejack questioned.

"Well, just to be on the safe side, we better keep a lookout." Azmuth suggested before he hopped off the table as Helix picked up the watch. "I will work on something that will help us track all these missing alien tech down."

"Sure, you do that." Misty mentioned while Helix had a mischievous grin on his face. "I think we had enough hypnotism for one day."

"Yeah, I'm glad it's ove--" Smolder was about to comment before a hypnotic wave washed over her, Misty. and the rest of the Young Six, hypnotizing them before they suddenly fell asleep.

"Not before we have a little payback about the grapes and making me do the homework." Helix mentioned.

“Oooh should’ve seen that coming.” Manny said with a smirk.

“Kids, what are you doing back there?” Twilight calls out while looking through the books while the adult ponies are doing their own thing.

“Nothing!” They all said as Twilight went back to her books.

"What are you going to make them do?" Zs'spoocy asked while rubbing her hands.

“Oh, I have a few ideas.” Helix said with a smirk as he took out a marker. “But first." He then used the marker to draw not only a marker on Misty's face, but a unibrow, an extra eye near her horn, and a few other hilarious drawings on her face. "Now, who's up for some ice cream with a nice little show from Smolder and Gallus?”

“We do!” His team called with their hands raised as they all laughed, going to enjoy humiliating the Young Six and Misty until the hypnowave wears off as they drove off down the road.
> Chapter 27: Unpleasant Future
> --------------------------------------------------------------------------

The mobile base was parked in the woods as everyone seemed to be working hard at setting up camp before Twilight came out of the mobile base. She noticed everyone working hard and not arguing, which really confused her. "What's all this?" She questioned with a brow before Flash walked up to her.

“Uh, nothing. They’re just doing some training outside while also setting up the camp.” Flash said with a nervous smile. “Nothing to be concerned about, Twilight.”

"Oh Twilight, darling, you mind coming with me and Applejack to fetch some firewood?" Rarity asked. "Pinkie wants to teach us her very special s'more recipe and she said it'll take a lot of fire."

Twilight rubbed her chin for a bit. “Well, knowing Pinkie, she does have her ways of making things in a fun way.” She said with a smile.

“I sure do! Like a cupcake in my mane.” Pinkie said as she took a cupcake out of her mane and ate it. “Like that!”

"I will never understand that pony." Azmuth mentioned with a brow. "I'll have to study her sometimes."

“Don’t bother. Trust me, I’ve tried and it didn’t work out well.” Twilight said with a small chuckle. “Okay, let’s go get that firewood.” She said as they all walked out of the campsite. Once out of the campsite, the younger part of the group, with Delta, Dust, Hope, Azmuth, Pinkie, and Venus, watched them go.

“Okay, the coast is clear.” Delta told the others before Azmuth took out a small remote and pressed a button on it. Soon the campsite turned into a birthday party zone with a birthday banner saying 'happy birthday Twilight.'

"Okay, time for a check!" Pinkie declared with a serious tone. "Balloons?"

"Check!" Helen and Zs'spoocy called out as they had a bunch of balloons tied to some trees.

“Confettis?” Pinkie asked.

“Check!” Ocellus and Smolder said next while holding some bags of confetti.

“Streamers?” Pinkie added.

“Check!” Silverstream and Gallus said while quickly placing the streamers around the campsite.

"Presents?" Pinkie called out.

"They're mostly books, but it's a check." Helix said as he, Misty, and Manny stood by a table full of presents.

"Good, plus Twilight's family will be here when they get back with the firewood, along with Starlight, Trixie, both Princess Celestia and Princess Luna." Pinkie mentioned before scratching the bottom of her chin. "Am I forgetting anything else?"

Spike looked around before he noticed something. “Wait, where’s Twilight’s cake?” He asked, looking at the table. “Shouldn’t there be one?”

Pinkie Pie then gave a gasp of horror as she realized that. "I COMPLETELY FORGOT ABOUT THE CAKE!!!" She shouted at the top of her lungs before running around in a panic. "AND THERE'S NO TIME TO BAKE ONE BEFORE TWILIGHT GETS BACK!!!"

"Whoa Pinkie, calm down!" Helix told her as Manny picked her up but her legs kept on moving at a very fast pace. "I'll just go XLR8 and get one from town. I'll even grab some frosting and put Happy Birthday Twilight on it."

“Yeah, girl. Chill.” Manny said as Pinkie calmed down a bit, but her legs were still moving despite being on the ground and staying in one place. “Uh, Helix, you better get going before Pinkie blows a gasket.”

“Don’t worry. I’m setting the Omnitrix now.” Helix said as he activated the Omnitrix, but then a portal opened up as a gust of wind blew in front of them as the wind blew from the portal. “Okay, this can’t be good.” He said in shock.

“Hope, is this your doing?” Dust questioned with a surprised look while Hope looked at it in shock.

“T-That’s not me.” Hope said in shock. “It is one of my spells, but I’m not doing it.”

“Well, if that’s not you, then what is it?” Venus asked as a hooded figure flew out of the portal, which they all moved aside as the figure appeared to be a red and orange hooded Dragon. It flew past them and knocked over the decorations. It then did a u-turn before its hand glowed and Magic robe suddenly grabbed the Young six, Helen, Manny, Attea, Zs'spoocy, and Misty.

"Guys!" Helix called out before he activated his Omnitrix and slammed down on the core when it popped up. He transformed into Importal before creating wormholes to chase after his friends being kidnapped by the strange hooded dragon. All of them then went through the same portal it came through before it closed behind them.

“Kids!” Delta called as the four adult ponies looked on in shock where the portal was at, wondering where the children went off to.





At a high-tech place, the portal opened up as the hooded dragon flew out with the children as the ten familiar amulets on its arms glowed. It looked behind her to see if he followed before turning and saw Importal opening a wormhole right in front of it as he punched its lights out. It let out a groan before he looked towards his friends. "You guys okay?" He asked.

"Yeah, we're fine." Ocellus responded as they all dusted themselves off before she saw the amulets the dragon was wearing. "No way, those are the Amulets of Dezal."

“What?!” Smolder asked in shock. “But I destroy those amulets! How did that dragon get them?!”

“Uh, Smolder, the more important question is where are we?” Gallus asked while gesturing to their surroundings and they all saw the entire place being very high-tech. Not only that but there were a bunch of aliens walking with the creatures of Equestria, talking to each other or having fun on hoverboards.

"Where are we?" Yona questioned as they were in awe at where they were.

"Hey, Helix!" They all heard a female voice called out before they looked up and saw a hippogriff riding on a hoverboard. "Looking good as always~!" She complimented before blowing a kiss to him then flying off.

“Wait, she knows who I am?” Importal asked in shock. “And did she just hit on me?”

“Yo, H.W. 10k, keep up the awesome job!” An Earth Pony colt with rocket boots flew by with his alien friend as they waved to Importal.

"Ten what?!" Importal questioned.

“Okay, seriously, where are we?!" Helen questioned before they noticed a large shadow looming over them before they looked up and saw a statue of what looked to be an earth pony stallion and a device on his left hoof. "Whoa, is that…?"

"'Equestrian's hero of heroes: Helix Watch 10,000, our Omni-Hero'?!" Attea read the inscription at the base of the giant statue in both shock and surprise. “I don't think the question is where are we but when are we."

"So where in the future and that's really me?" Importal asked the others as they were just as surprised as he was. But then the statue exploded as they all moved out of the way as it crumbled.

“More like it was you, man." Manny said before they saw two figures emerge from the kicked-up dust.

“Hey, Watch, long time no see.” The big figure said while coming out is a high-tech alien rhino.

“It most certainly has, isn’t darling. Watch sure has been gone for a while.” A female chameleon-like alien said with a fancy accent.

"Do I know either of you?" Importal questioned with confusion.

"How easily you forget Subdora and Exo-Skull.” Subdora told him while gesturing to herself and the high-tech rhino while Exo-Skull kneeled down.

“How about I refresh your memory for a little revenge!” Exo-Skull challenged as he charged up his horn and fired at them, which they dodged each blast while Importal created a few wormholes to charge right at them. Subdora then suddenly appeared in front of him as she kicked him right in the face before landing safely on the ground as he skied to a halt.

"Perhaps that will refresh your memory." She said before Importal created a wormhole under her and she fell through before landing right on top of Exo-Skull.

"Well it's time to refresh your memory of why I'm called a hero of heroes!" He declared as he charged right at them with his wormholes, but just when he was close enough, the Omnitrix timed out any transformed back as he slammed against Exo-Skull's chest. He then rubbed his head before the two aliens loomed over him. "Or maybe we can talk about this?"

"Helix Watch is back to being a colt?!" Exo-Skull questioned with confusion.

"Now that is panache." Subdora mentioned.

"Kemo-cha!" A voice called out before a magic blast hit both aliens back. The group looked over and saw the dragon from earlier was the source of the blast.

“Wait, that dragon knows magic?!” Attea asked in shock as the dragon fired more magic blasts at Exo-Skull and Subdora, pushing them back. Exo-Skull got his bearings and fired a blast at her, which she created a shield that deflected the blast before she flew up, but Subdora threw a device at her, which turned into a net that caught the dragon in it as she was electrocute from it on the ground.

Exo-Skull then turned his attention to the group as he started rapid-firing at them as they ran away from each blast. Suddenly, a very fast blur came zipping by as it punched Exo-Skull in the face before hitting Subdora in the gut. The two villains went down after a powerful punch.

Helix walked up to the two baddies and looked in shock. “Okay, what is going on here!? What was that?!” He called as coming up from behind him was a blur, but once it stopped. It is revealed to be a familiar alien they know very well.

“Is that XLR8?” Misty asked as they saw that the new and old version of XLR8 was taller and he was more black and white than black and blue. The dragon from before managed to get out of the net before placing it on the two aliens on the ground.

"Looks like Test gave Exo-Skull an upgrade, judging by his work." XLR8 said as he scanned both aliens with his visor. "I'll have Helen run a DNA analysis back at headquarters." He told the dragon before noticing the young group as they gave nervous smiles. "And send all of them back, now."

XLR8 was about to rush off, but Helix got in front of him. “Wait, you’re me. I can tell because you have the Omnitrix on your chest.” He said while pointing to his future self’s Omnitrix. “And it looks like my appearance changed when I got older. And I have a headquarters with my team and friends, awesome!” He exclaimed with a wide smile.

"I don't have time for this!" XLR8 complained as he turned away before Helix got in front of him again.

"So, do you think you can catch me up on my other aliens? You know, the 9,990 ones I'm gonna get soon." Helix asked his future version.

"Let's see, how does never sound?!" XLR8 shouted with an attitude before running off.

"Wow, you seriously need to lose that attitude.” Both Smolder and the dragon that brought them here told Helix at the exact same time, causing them to look at each other.

It was then that Smolder realized who this dragon was. "Are you…me?" She asked as the dragon took off her hood and mask to reveal herself to be a future version of Smolder.

“Hey, little dudes and dudettes.” Future Smolder said with a smile.

“Smolder?!” They all asked in shock when they looked at both present and future dragons.

“Wait, you’re me, and I have the Amulet of Dezal?!” Smolder asked in shock.

“Yeah. And I’ve been going as Mis Drago when I was a kid.” F.Smolder said as she kneeled down to her past self.

“Mis Drago is still active?!” Smolder asked with an excited smile. “How did I recover the amulets?! Did Hope show you?!”

“Look, I didn’t bring you or your friends here to find out about your futures.” F.Smolder said seriously before turning to Helix. “I came back to bring Helix.” She explained, which surprised them, especially Helix.

“So, why nabbed us?” Sandbar asked in surprise.

“I remember Helix’s rescuing skills usually kick in while his listening skills kind of stink.” F.Smolder said with a smirk. “Grabbing you all was the only way I knew he’d come without explaining myself in your time.”

"So, time traveling is easy for you now?" Ocellus asked F.Smolder. "Because headmare Twilight said it was kind of dangerous."

"Don't worry, that's only if you travel into the past." F.Smolder replied with a smile. “You just need to learn the right spell to create a powerful enough time portal."

"So I did master magic!" Smolder shouted excitedly. "This is so cool, then I'm so cool!"

"What about the rest of us?" Gallus asked F.Smolder.

“Oh, trust me. You all have bright futures ahead of you.” F.Smolder said with a smirk as Helix groaned.

“Hey, guys! I hate to break this up, but this isn’t about you all, Future Smolder said that she came back for me. And it’s for a reason, right?” Helix asked F.Smolder with a look.

“Nothing gets by you as usual, Helix.” F.Smolder said as she stood up.

"So, why did you bring us here in the first place?" Zs'spoocy asked her.

"Helix Watch 10,000 may have mastered the secrets of the Omnitrix, but that doesn't mean he's able to handle things on his own." F.Smolder told them.

“I don't know, I seem pretty tough from the looks of it.” Helix mentioned. "I mean, did you see how future me was able to handle those two?"

"Yeah, but your future self isn't prepared for everything. There's a crisis that not even you can solve on your own." F.Smolder told him.

“Danger alert! Sector 15-D.” F.Smolder’s belt beeped out.

“Uh, what’s in sector 15-D?” Misty asked.

“Fort DNA-X.” F.Smolder answered. “Equestria’s massive genetic depository with DNA samples from across the galaxy.”


“Dr. Test! My future self said something about him running around.” Helix said with a serious look. “That must be the crisis that I need to help my future self. He upgraded that rhino dude and now he’s doing something else.”

“Maybe we should all go and help him with a double-team douse.” Manny suggested while cracking his knuckles.

"Okay, let's see if I can give us a lift." Helix mentioned that he tried activating the Omnitrix but it was still recharging. “Oh come on, can't this thing charge faster in the future?!"

Then driving by, a familiar horn honked, which caught F.Smolder attention as she gasped as coming up was the mobile base, which was pretty much the same as it did years ago. The younger group smiled at the mobile base while coming out of it were none other than Flash Sentry but with a beard and Twilight Sparkle, only she looked as tall as Princess Celestia with her mane and tail flowing like Celestia's. Along with Helix's parents as they looked a few years older.

“Smolder.” Flash said with a smile. “We thought that was you.”

Then coming out from behind F.Smolder was Helix and his friends. “And us!” Helix said as they gave wide smiles, which the group in the mobile base smiled.

“Well, looks like someone finally figured out how to make a time portal spell.” Twilight said with a proud smile.

"Oh, I forgot how young you looked so long ago." Dust mentioned before Helix ran up to hug his parents.

"Wow, you almost look exactly like Princess Celestia, Headmare Twilight." Ocellus mentioned after getting a good look at Twilight.

“No surprise there, considering I am now the current ruler of Equestria.” Twilight said with a smile, which shocked the others.

“Wait, Celestia and Luna passed on the throne?!” Gallus asked in shock.

“Yes. But don’t tell my past self that when you return.” Twilight said with a chuckle. “I wanted it to be as it is without me knowing. Trust me, I panic at first but over time I managed to get by it. “But this is a great birthday present, seeing all of you together again."

"Do we not see each other anymore?" Sandbar asked with confusion.

"Well, some of you do visit one another sometimes and I do see Smolder a lot." Twilight mentioned as she looked at both Smolders.

"So, why did you bring them all here in the first place?" Delta questioned F.Smolder.

“She said my future self needed help and do you think you can give us a ride?" Helix asked them.

"Sure, but to where?" Flash asked.

"To Fort DNA-X." Both Smolders answered at the same time. Which caused them to look at each other smiles.

“Hop in.” Delta said as they all entered the mobile base, before seeing that the inside has been upgraded.

“Whoa! It’s totally upgraded!” The younger group exclaimed in amazement as Delta pressed a button.

“You ain’t seen nothing yet!” F.Smolder said with a smirk as the mobile base then had some kind of flight feature as it floated up.

“Hit it, Uncle!” Flash said as Delta stepped on it as the mobile base took off into the sky as the younger group screamed in surprise before they looked out as they saw the future city below.

“Okay, I love the future!” Manny exclaimed with a smile.

“By the way, what exactly is this city called?" Silverstream asked the adults.

"Omni-City, it was Helix's idea since he brought the universe together." F.Smolder answered.

"Sweet!" Helix cheered before a thought came to him. "So where do I sleep?"

“In your big fancy headquarters, where else?" F.Smolder answered, which made his parents frowned a little.

"The one where future me is?" Helen asked them. "Because future Helix said that's where I am."

"Along with Empress Attea and Zs'spoocy." Flash told them as he rubbed his right hoof with a sad look. "They're the only ones good enough to stay with him."

“Wait, what?” Both Attea and Zs’spoocy asked in surprise.

“I became Empress?” Attea asked.

"Of your home planet, of course." Dust mentioned with a sad tone. "I guess Helix has other priorities."

The younger group looked in surprise as they turned to each other while Helix was surprised that his future else haven’t met up with his friends or family in a while as the mobile base landed next to a platform. “Well, here we are.” Delta said as F.Smolder and the younger group exited.

“Twilight, Flash, Mom, Dad, you coming?” Helix asked them when he was the last one to exit the mobile base.

"Oh, no." Twilight replied. "You haven't needed any of our help for a very long time. Just make sure you say goodbye before Smolder returns you home." Helix gave a shrug before he left as his parents had a very sad look on their faces. “I know it's going to be tough for him when it happens."

“But he’s just a kid.” Flash said with a sad look. “If he knew about it, he wouldn’t have turned like he is today.”





As the future mobile base took off, Helix had an excited look on his face. “Time to go Humungousaur and remind myself where it all began!" He declared as he activated his Omnitrix and programmed a dinosaur-like alien before pressing the two buttons and slamming down on the core. But when the light died down, he didn't transform into Humungousaur, but Jetray instead.

“Yeah, with you messing up again.” Misty said with a smirk as Jetray eyes glowed as he growled at her.





Inside the vault, there was many pods with alien remains inside as the heroes came inside, with Ocellus armored up, but then the side wall exploded, causing the group to crash into the floor while F.Smolder flipped to her legs as a dinosaur-like alien with a green strap with the Omnitrix on it and black shorts crashed into the ground as he stood up with a look as Jetray flew around him.

“Hey, I was gonna go Humungousaur, too!" He told his future self. "Great minds must think alike, huh."

"I don't think so, now get out of here!" Humungousaur growled before an explosion caused smoke to cook up as they heard loud stomping coming towards them.

Coming out of the hole was Dr. Test, but his head is now in an ape’s body while his head is in a glass jar. “No one is going anywhere!” He exclaimed as he looked at the heroes. “I see you brought help. You’re going to need it. For every one of your alien heroes, I will steal enough DNA to create monstrous minions at my command!” He exclaimed.

“His look looks different, but he will never change in the future, does he?” Smolder asked her future self.

"Nope, but he's not alone." F.Smolder mentioned before she looked behind Dr. Test. "Come out, Cozy! I can sense you and the other two behind him!"

“Oh, you really such a buzzkill as always, Smolder!” A familiar yet old voice called as coming out of the hole was Cozy Glow, who is now a full-grown alicorn mare, and Chrysalis and Tirek, who are unchanged while they looked the same as they were before, only they seem to have pieces of stone on small parts of their bodies. “You just had to spoil the surprise!”

“Cozy, Tirek, and Chrysalis?!” Gallus exclaimed in shock. “They’re still around after all these years?!”

"But even with your strangely familiar group of individuals backing you up, you won't be able to defeat us!" Chrysalis declared.

"Oh yeah?!" Jetray exclaimed as he flew in front of his future self. "We'll see about that!" He then flew straight towards the four villains before Tirek knocked him away with just one hit, which caused him to send him flying back into his future self.

Chrysalis then started firing magic blasts at them, which F.Smolder quickly flew in front of them and blocked the blast with a magic shield, but it was strong enough to send her crashing into the floor. Humungousaur got up and bend one of the pipes onto Jetray’s tail.

“Stay out of my way!” Humungousaur yelled at his past self as he charged at the four villains.

“Oh, hey! You can’t… I mean, I can’t do that to me!” Jetray yelled as he tried to break free, but then he looked down at his tail before using his laser eyes to try and melt it as Humungousaur started fighting the four villains easily.

“Shouldn’t we help him?” Ocellus asked F.Smolder.

“No. He prefers it this way.” F.Smolder said with her arms crossed, which shocked the group.

“Hey, we’re missing out on the action!” Jetray called as he still kept trying to get free from the pipe as Humungasur then transformed into a green alien that spits out green water, which soaked Cozy Glow back as he then transformed into Diamondhead and trapped Chrysalis inside a diamond pillar.

Tirek then took a machine from a wall as he slammed it down on Diamondhead, which he shielded himself before Tirek noticed the machine was sparking up, which Diamondhead is now transformed into a megawatt before he shocked Tirek down. He then flipped back as he transformed into a white alien with wires connected to his head from his back. "Wall-of-SOUND!!!!" He declared as he suddenly made copies of himself and let out a Sonic scream at the villains that sent them flying back into the wall.

“Whoa! I really rock!” Jetray said in shock. “What do you call the water one and the sound one? Spitter and Echo Echo?”

"They're not pets." One of the copies told him. "I stopped naming them a long time ago." He then transformed into Gax before walking up to the villains.

"Aw, but that was half the fun." Jetray complained.

Gax came up to the four villains and then used some cables to tie them up, restraining them as the others watched. The doors to the place then opened before a bunch of aliens and other creatures from Equestria charged in. They were all wearing plumber attire before the group noticed two familiar faces among them. "Is that…me and Manny?!" Gallus questioned as he saw his future self as a plumber.

"And check out future me rocking the bling." Manny mentioned as he noticed the gold armor on his plumber uniform.

"Well, it does come with the perks when you marry royalty." F.Smolder mentioned, which surprised Manny.

"Hey Smolder, long time no see." F.Manny mentioned with a smile before he noticed his past self and his friends looking younger. "Time travel?"

“Yeah. I managed to perfect it.” F.Smolder said with a smile.

“Great work.” F.Gallus said with a smirk. “You are really good at your spells, it just keeps on surprising us.”

"So, I really do become part of the Plumbers?" Gallus asked his future self.

"And do I really marry royalty?" Manny did the same to his future self.

"Whoa, we know you're excited and all, but we can't reveal too much about how all this happened." Manny told the younger group.

"Well, is she at least hot?" Manny asked his future self.

"Crazy hot." His future self replied before looking at the Plumbers. "Secure the area and make sure nothing else escapes." He said as the plumbers nodded and all ran around the area.

“You all are a bit late to the party, you know that?" Gax asked before he transformed into XLR8 and rushed up to both Manny and Gallus.

“Yeah, it’s a big universe, Helix.” F.Gallus reminded him.

“Though, it wouldn’t hurt to save a couple of the bad guys for us you know, man.” F.Manny said with a smile. "You know, like old times."

“What would be the point?” XLR8 questioned. “But since you two and the Plumbers are here, how about bringing Test, Cozy, Tirek, and Chrysalis back to the null void chamber for me. I'll let Helen, Attea, and Zs'spoocy you said hello.” He said as he rushed off. 

“Yeah, sure man.” F.Manny said with a small frown.

“Anything to help for an old friend.” F.Gallus finished with a sigh. As Jetray continued to struggle to get his tail free, the Omnitrix timed out and he transformed back into Helix, which caused him to slip out of the bent pipe.

XLR8 quickly grab his past self, and a couple of the other younger group as he turned to F.Smolder. “Smolder, carry the others and I’ll meet you back at headquarters.” He said as he took off at high speed with F.Smolder, levitating the rest of the group, flew out the door, leaving F.Manny, F.Gallus, and the plumbers behind with the four villains.

“I really missed the old Helix, man.” F.Manny said sadly.

"You said it." F.Gallus agreed before they both pulled out blasters and aimed it towards the four trapped villains.

"I guess you caught us then…" Cozy told the plumbers. "And there's nothing we can do to stop you." She and the other three however gave an evil grin at the pod next to them that saids 
‘VX - 0001’ labeled.





“So, Test, Cozy Glow, Tirek, and Chrysalis’s been around this whole time?” Helix asked his future self as he and his group sped around the city.

“Test escaped a few years back and must’ve freed the three latters from their prison.” XLR8 said to them. “I wasn’t sure if they were going to show their ugly faces again. But now it looks like they won’t be problems anymore.” He said.

“What about Vilgax?” Misty asked.

“Yeah, won’t he be a problem to you?” Helen asked in concnern.

"Last any of us saw of him, I left him into tiny pieces." XLR8 replied. "It wasn't pretty for anyone, enough said."

"Whoa man, you really need to lighten up." Sandbar told Helix.

"Tell me about it." Helix agreed.





Back at Fort DNA-X, the plumbers managed to get the wires off of the four villains before they smirked while they had their heads down. Cozy's horn glowed before gas masks appeared on her, Tirek, and Chrysalis' faces before Test released some sort of gas from event on his chest.

“Ah, sleeping gas!” F.Manny exclaimed as he, F.Gallus and the plumbers fainted as they fell to the ground. As soon as they were knocked out and the gas cleared, the Four villains walked up to the pod next to them before Tirek ripped it open to reveal a familiar torn-up corpse inside.

"All right, do your thing doctor." He told Test as he, Chrysalis, and Cozy stood back. F.Manny and F.Gallus struggled to regain consciousness as they saw Dr Test fire up his mutant ray on his glass cylinder around his head before firing it at the corpse.

"Mr. Vilgax, so glad you can rejoin us." Test said with a grin as F.Manny and F.Gallus saw the corpse regenerating its skin before an eye was glowing red on it.





Soon XLR8 took the group to a tall tower with the Omnitrix symbol built on the very top. Soon they came to a monitor room where he placed them down and those with hair were a bit messed up from the run. "So this is my headquarters?!" Helix asked with excitement. "Awesome!"

"Yeah, I guess it is." They heard a familiar, yet older, voice saying before they saw an older version of Helen walking up to them. "I gotta say, I almost forgot how cute I was back then."

“Whoa! You’re me, but older!” Helen said with excitement as she zipped around her past self. “And I look good!”

F.Helen gave a chuckle. “And I forgot how excited I was back then.” She added with giggles.

“Yes. Yes, you were, H.” Another familiar but older voice said while coming up with a tablet, it is Attea, but older with a purple dress, white boots and scarf while wearing some gold trimming around the top of her dress and white pants. "Although, it's great to see you enthusiastic again. Even if it was brought from the past."

Attea let out an impressed whistle at the sight of her future self. "Wow, we look amazing." She complimented herself.

“That we are.” F.Attea said with a wink. “Especially when we’re ruling our home planet and maintaining peace.”


“Sweet.” Attea said with a wide smile.

“Hah, some things never change with you, Attea.” Another familiar, yet spooky, voice speaking as coming out of the walls was Zs’spoocy, looking the same as she was before, but taller. “Talk about a blast from the past.”

"Wow." Zs'spoocy said after seeing her future self.

"You're one to talk, ghosty." F.Attea mentioned while gesturing to her past self. "You still look like you, just taller."

"So, do we hang out here with our friends a lot?" Helix asked the adults.

"Oh we hang out~." F.Attea said with a smile. "But only the four of us, six if they're ever around."

"Uh, who's they?" Silverstream asked with confusion.

"You'll see after the school year and next summer, probably." F.Z'spoocy told them.

"And as for the hangout part, it's mostly something you're too young to understand or know about." F.Helen added.

“Besides, there's no time.” XLR8 mentioned before he zipped to one of the monitors. “I'm always patrolling the planet, or other planets if they need me. Thus Helix doesn't have time to be hanging out with anyone."

"Dude, your future self did not just say 'thus.'" Manny told Helix.

"I did." Helix replied with a disappointed tone as they fixed their hairs. "Don't I have any fun anymore?"

“You’ll learn soon enough.” XLR8 said as he rushed up to his past self and friends again. “Being me isn’t all about fun. Especially from what me and the others experience that you haven’t been through yet.” He said with a stoic face while the Future girls looked down a bit with sadness. “Now wait here for Smolder, and don’t touch a thing!” He said firmly as he rushed down to the main computer at the center of the room.

"What did he mean by that?" Helen asked her future self.

“T-Trust us. You’re all are best not to know.” F.Helen said.

Helix looked around and saw a hoverboard at a wall. “Hey, look! It must be a new hoverboard than the one I have!” He said as he rushed up to it.

“He said not to touch anything.” Misty said to her cousin as Helix pressed a button that activated the hoverboard.

"And why should I listen to myself? You never do.” He told his cousin before popping on the board and started flying around. “Yeah! Whoo-hoo! Whoa-ho!” He cheered as he flew around while the others watched in amusement.

“He always loves the hoverboards.” F.Attea said with a small smile as F.Smolder came in.

"You said it, and I really miss that side of him." F.Helen mentioned.

“Get off that board now!” XLR8 said sternly.

“What? I don’t even make you smile by doing some hoverboard tricks?” Helix asked his future self. “You’re even worse than I thought! Cool move, huh? Want to race?”

“No!” XLR8 firmly said as he took the board away from Helix, who fell from the floor with a yell. “Those days are over.”

"Well, I'm over is being a hero if this is how I turn out.” Helix said with a glare at his future self. “I am such a jerk!"

XLR8 dropped the board as he and his past self glared at each other, but then the alarm went off. “Danger alert. Sector 1-A centric. Danger alert. Sector 1-A centric.”

“What is it?” Helix asked.

“My business, not yours!” XLR8 firmly said while turning to F.Smolder. “Get the portal open and get them home.” He said as he rushed off.

"Well, I'm not going anywhere." Helix said firmly. “You brought me here for a reason and I bet it's happening at Sector 1-A centric. Is it far from here?"

"Closer than ya think." F.Attea told him. "It's just about 61 stories below us."

"But the only thing down there is…" F.Helen said before she let out a gasp. "The Null Void Chamber."

"The Null Void what?" Manny asked with confusion.

“Ever since the headquarters was first built, the plumbers installed a Null Void Chamber for us to store the worst of the bad in the Null Void.” F.Zs’spoocy explained. “Think of it like a giant Null Void projector from back in the day, but way bigger.”

“So, you’re telling us someone is breaking into this building?!” Ocellus cried out nervously as the four girls nodded.

“We gotta get down there, now!” Helix declared as they all nodded.





Down in the chamber, Dr. Test, Cozy, Tirek, and Chrysalis were messing around with a control console before a large device lowered itself down. Soon XLR8 arrived before he transformed into Diamondhead and turned his arms into blades. "You're not going anywhere near that." He told them with a firm tone. "It ends now!"

"Oh, but it has only just begun." A familiar, sinister dark voice said before a familiar squid-head alien stepped out of the shadows. Not only did he have a squid for a head, but he looked bigger than he did a long time ago while his left arm looked mutated while he had three holes at the end of his right arm.

“Vilgax!” Diamondhead called in shock as Vilgax charged a him, but Helix dodged the first couple of strikes, but he was swatted to the wall before Vilgax charged at him and punched him through the wall.

“Seems like old Villy is cranky.” Cozy Glow said with a smirk.

“And really got the spry.” Tirek added as they turned back to the champer.

“Think you can get this open, Test?” Chrysalis questioned.

“Oh, childs play.” Dr. Test said with a smirk as he walked up to the chamber, but he and the other three were blasted from behind before they turned and saw the old and young heroes when F.Smolder blasted at them.

“They’re trying to open the Null Void Chamber!” F.Smolder exclaimed.

“And free everyone we and my parents ever captured over the years!” Helix added before he turned and saw his future self fighting Vilgax. “Vilgax?!” He exclaimed when he saw Vilgax tossed his future self out. "He's mine, Helen, Attea, Manny, and Zs'spoocy. The rest you stop those four."

"With pleasure." Both Smolders said with a grin before she and the others charged at the four villains.

"And we're going to need backup." Helen mentioned as she looked at her future self. “Still got a sprint in your step?"

"Always, but I'll need to make a quick call before we help out our husband." F.Helen mentioned before she zipped off.

“What she say?" Helix asked as he was too busy dialing up an alien.

“Nothing! Just gotta make a call to bring back-up, Helix!” Helen quickly said before she blushed. “I get to marry Helix one day?” She whispered to herself before she giggled with a smile.

"He's also our husband." F.Attea whispered to Helen as she gestured to herself and F.Z'spoocy. "And that's why I said the six of us before."

“Okay, well, time to go Gax on Vilgax again!” Helix said as he set the Omnitrix to Gax, but when he slammed the core down, he transformed into Jet Stream instead. “Ugh! Oh, man! Can’t Azmuth just fix the wrong alien bug?!”

"You know, I sometimes wonder if the watch is just messing with you sometimes." Attea mentioned.





Meanwhile, Vilgax knocked Diamondhead outside as he was hanging by the edge while Vilgax walked up towards him. But then Vilgax was blasted by the back by a strong water beam. “Take that!” He caleld as he and his team got in front of Diamondhead as F.Helen helped him up.

“What are you all doing?! Get out of here!” Diamondhead ordered.

“When are you gonna get it through your thick skull, me?!” Jet Stream questioned as he landed in front of him. "If this is your fight then it's my fight too."

"That includes us, Helix." F.Helen added as she gestured to herself, her past self, both Atteas and Zs'spoocys and Manny. "And his too." Just then, F.Manny suddenly teleported in as he held four blasters in all four of his hands and started shooting at Vilgax before landing in front of the group.

“Manny, you shouldn’t be here!” Diamondhead called out.

“Dude, did you forget that we’re more than just partners?!” Manny questioned with a look. “We’re your friends! And we’re family! Alien Force, remember? You can’t always do things on your own!”

"So we did end up calling ourselves Alien Force?!" Manny asked excitedly.

"Tell you another time." F.Attea told him before she looked at F.Manny. "Are the others on their way?

“Yes. But it will be some time! We need to stall Vilgax until they get here!” F.Manny explained as he kept blasting Vilgax.

Diamondhead looked at his friends, both past and present, for a bit before he turned to his past self. “Well then, this might help.” He said as he tap into his past self Omnitrix, which turned him into Gravattack.

“Hey, thanks!” Gravattack said with a smile. “I keep forgetting that I can do that.”

“Less talking, more fighting!” Attea called as Diamondhead turned into an adult Spidermonkey and the two teams charge at Vilgax together.





In the Null Void champer, the two Smolders and the Young Six are fighting the Test, Chrysalis, Cozy Glow, and Tirek as the Null Void champer began to open as they attack each villain before some tentacles opened up, which got them to turn and gasped. “The Chamber is opening up!” Ocellus exclaimed.

“You all won’t keep us away from long!” Dr. Test exclaimed.

“Once we open that champer, all of Equestria will bow to us!” Chrysalis yelled out.

“And once we take care of you all and Helix 10,000, nothing can stop us!” Cozy Glow yelled.

“Not if we stop you before that happens!” Smolder yelled as she, her future self and her friends charge at the four villains.





Back outside, the two teams from two different time periods are still fighting Vilgax, but he easily pushed them back, block their strikes, or knocked them back  as he Spidermonkey transformed into Heatblast and fire a beam of fire at him, but Vilgax was left unscratched as he charged at Heatblast and punched him into the air, which he turned into Jet Ray and shot lasers at him, which Vilgax dodged as he then shot a tentacle and grabbed Jetray’s tail.

“You think you can destroy me?” Vilgax questioned as he tossed Jetray to the wall as he transformed into XLR8. “I analyzed everyone of your aliens…” He started as he shot mini bombs from his arms when XLR8 got blasted back. “...and had Test program their moves into my new DNA.” He said as XLR8 turned into Four Arms, but Vilgax grab him by the head and pushed him to the ground. “Nothin you can do will surprise me anymore.”

Gravattack was hovering Manny, both past and future, around before he flung them right towards Vilgax. Vilgax however, swatted them both down right on top of both Helens when they charged right at him before using his laser eyes to blast both Atteas back, right into both Zs'spoocys. He then used his tentacle line to grab Gravattack and pull him in close before the two of them glared at each other.

“Get your claws off our son!” Delta’s voice yelled as Vilgax turned before he was fired back to the wall as the two teams saw the mobile base flying by with Delta holding a blaster with Dust, Twilight, Flash, and an older Ocellus wearing her armor.

“Help the Smolders and the Young Six!” Gravattack said to them. “They’re by the Null Void!”

"We're on it, and I'm pretty sure the others have just arrived." Dust told her son as they flew off. Vilgax recovered and tackled the heroes as they all started falling to the ground while wrestling while the creatures and aliens from the ground moved out of the way before the falling group hit the ground.





In the Null Void Chamber, the Young Six and the Smolders are still fighting the four villains. “You know you all can’t protect the Null Void or yourselves at the same time.” Tirek told them.

"Oh yeah?" F.Smolder questioned with a brow before her claws glowed bright. "Nina-cho!" She called while firing a magic beam at them as Misty rushed in and kicked Test back while Ocellus flew around in her armor and started blasting at them, which they dodged as Chrysalis flew up and tackled Ocellus.

Yona and Gallus tried to fight Tirek, but he was knocking them back while Test and Cozy Glow knocked the rest away as Misty fell to the ground and Test towered her as he was about to slam down at her, but a robotic hoof reached out to her and grabbed her and pulled her away before Test smashed her.

Misty looked up and saw that it was Flash who pulled her as she noticed his entire right front hoof is robotic. “When did you get that?!” She asked in surprise.

“A lot can happen in 20 years, Misty.” Flash said as his right hoof morphed into a a battle staff.

"No pony hurts my past students and gets away with it." Twilight declared as she, the rest of the future Mane Six, future Spike, future Misty, future Venus, future Hope, future Young Six, both Delta and Dust gathered together with the others. "Let's show them what happens when you mess with friends!"

“Just like old times!” Rainbow called as they all charged at the four villains.





Back with Helix’s group, they crawled out of the crater while Fourarms was on his knees looking defeated. “It’s no use." He said with despair. "Vilgax knows all my alien’s skills. I can’t beat him this time.”

"Come on man, since when are you the type to give up?" F.Manny questions with a brow before gesturing to his past self. "What happened to the you that is standing right next to you?"

“That me died, when I failed to protect those I care about.” Fourarms said sadly. “To even keep them from getting hurt, like how Flash lost his hoof.”

"So that's why I’m like this now, and why Vilgax is beating us." Gravattack told his future self. “Look, he may know how old our aliens fight, but does he know what Helix Watch can do? I just hope after all this time, me not able to help Flash, I didn't forget it." Fourarms lifted his head up before looking at his past self with realization as he stood up.

But then, a bomb exploded below them, sending the heroes flying as they crashed into the ground while coming out of the smoke was Vilgax. “You’re finish, all of you!” He called.

They got up, but then a green flash shined behind them as they turned and thought Helix 10,000 transformed into another alien, but what they saw was his true form. F.Helix was a fully grown stallion, wearing clothing that matches the Omnitrix symbol, a goatee on his face, and the Omnitrix on his left hoof looked upgraded as he picked up a hoverboard. “Maybe it's time I did start fighting like me again." He said as his three wives and old friend smiled at the sight of him.

"Whoa, I look awesome." Gravattack commented at his future self.

“Eh, you’re weak equis form? What a novelty!” Vilgax mocked. “Are you finally ready to surrender?”

“Actually, I was ready to settle this the old-fashion way.” F.Helix said as hit his past self Omnitrix and he transformed into Overflow before he got on the Hoverboard. “Alright, team, follow me!” He said as he flew towards Vilgax.

The others followed behind him just as Vilgax swung his claw right at F.Helix, but he did a cool trick by leaping over the attack while he cheered. The others then charged at Vilgax while he’s distracted, but he barely able to avoid them as F.Helix flew in and dodged afist swing while avoiding Vilgax’s attacks while he kept cheering.

“If this is your attempt to stop me, it’s pathetic, and pointless.” Vilgax mocked as he chased after F.Helix.

F.Helix flew across the streets while Vilgax tried to strike him as he smiled widely. “I’ve forgotten what it felt like to be myself.” He said nostalgically as he cheered and swung to a corner as he flew over a water lake, which he swung around as he charged at Vilgax, but he jumped up before Vilgax could get him. While in the air, he quickly changed into Feedback as both him and Overflow blasted Vilgax with both water and electricity.

Vilgax screamed in pain before he fell into the water. Feedback then transformed into an alien that looked like he was wearing a coat before the coat unfolded to reveal a pair of wings on his back before he let out an ice breath, which freezes the water and trapping Vilgax inside when he tried to swim back up.

The others regrouped as Overflow saw his future self as an ice alien. “Hey, what do you call this alien?” He asked.

“I don’t name…” F.Helix said before he stopped and thought for a moment. “Uh, I don’t know. Frost Moth?"

"Lame!" Overflow replied before he thought for a moment. "How about, Big Chill?"

"Cool." Big Chill replied.





Back in the Null Void Chamber, F.Smolder is holding her past self as she chanted a spell, which caused Smolder to glow. "Twsta-compititus!" F.Smolder casted before she was tossed and she kicked Cozy with a powerful kick. 

“Interdamoto-laborator!” F.Smolder and Hope spoke together as they fired a beam at Tirek, blasting him away.

The Young Six are dealing with Chrysalis as she tried to fight them, but she was being overwhelmed before them and their future selves tackled her and kept her down.

Flash’s robotic hoof glowed as the Mane Six took ready stances as Flash charged at Test and whacked him before the Mane Six either fired magic or punched him repeatedly. They knocked Test down, who got his head unscrewed from the ape’s body and tried to crawl away. “Where do you think you’re going?” Misty questioned as she stepped on Test’s robotic tentacles and kept him in place.

Delta and Dust were at the controls as they closed the chamber before the creature could escape as they all sighed in relief as F.Misty walked up to her past self. “If you wanna know, we got our black belt years ago." She told her with a smile. "And it's come in handy many times."

"Awesome!" Misty cheered as the rest of the Young Six talked to their future selves and Twilight went up to the rest of the villains.

"We have a very special place for you three this time." She told them with a grin as the villains groaned at their defeat.





A bit later, the heroes regrouped at the top of the headquarters where birthday supplies are set up around. “Happy Birthday, Twilight!” They all cheered happily as they looked at the Alicorn Princess, who is smiling warmly at them.

“Well, thanks.” Twilight said as she walked up to her friends and family. “Having you all here is the best 357 birthday present I could ever ask for." The alarm sound before a hologram screen flooded over to F.Helix as Ultimos was on it.

“Sorry, Helix. Danger alert. Maneuvo circus freaks are in quadrant 92-J.” Ultimos said as F.Helix looked at his friends and family, who were all frowning at him as he then smiled and placed a hoof around Twilight.

“Hey, can’t you guys see it’s my cousin Twilight's birthday? You guys handle it." He told him before blowing a noise maker.

“Really? I mean, of course!” Ultimos said in huge excitement as he gave a salute. “Ultimos out!” The call then ended as the screen floated away.

Smolder and her friends walked up to F.Smolder with a knowing smile. “The crisis was never Vilgax, Tirek, Cozy Glow, Chrysalis, or Test, wasi it?” Smolder asked her future self.

"Your Helix just needed a reminder of who he is." Helen added while gesturing to F.Helix.

"Yeah, it was." F.Helen confirmed. “But it was a crisis for us because celebrating Twilight's birthday wouldn't be the same without him."

“He needs to know that he’s never alone.” F.Attea said with a warm smile. “That he shouldn’t distant himself to the ones he cared for.”

“Even if we bug him sometimes.” F.Misty said as she kneeled down to her past self. “Look, Misty, I know your Helix can be a major dweeb, but enjoy him while you can. Because even in your time, he always surprises us and became a better hero than any of us.” She said as Misty smiled and nodded in understanding.

F.Smolder then stood up as she and Hope raised their hooves and opened a portal. “Now come on, the portal’s ready, and there’s another birthday party you guys got to get to.” Hope said with a smirk as they all smiled as they walked close to the portal but Helix stopped.

“Wait, you gave me something that would prevent what would happen that made you distance from the others. Maybe tell me the secrets of the Omnitrix.” Helix said to his future self. "You know, the master control so I don't have to go back to Helix."

"Trust me, you want to go Helix." F.Helix told his past self. "Thanks for helping me realize that. But I can't give you master control, because you're not ready for it just yet. But I can give you new aliens that will help you prevent that from happening." He then pulled up his past self's Omnitrix and opened the faceplate as he started twisting The Hourglass symbol inside it. It then beeped before he looked at his past self. "Those new ten aliens will definitely help you out in future battles, plus a couple of them will annoy Azmuth once he finds out. Oh and take this too." He gave his past self a high-tech cube.

"What is it?" Helix asked his future self.

“Something I should’ve gotten Twilight many moons ago.” F.Helix said with a small smile.

“Guys, it’s closing!” F.Smolder called out, which caused the young heroes to go through quickly.

“See ya!” Helen called out as Helix turned since he was the last one as he took one last look at his future friends and family.

“And I guess we’re gonna be ya.” Helix added with a smile as he entered the portal as the future group smiled at one another before the portal closed.





Back in the present, the adults had clean up and put up the decorations for Twilight's party but was still missing the kids and the cake. “Oh, this is bad. One second they were here, and the next, they were drag into a portal.” Venus said with a concern look.

“Can we just have one simple normal day without anything popping up out of nowhere?” Hope questioned tiredly.

“And worse of all, there’s no cake for Twilight’s party!” Pinkie exclaimed in panic.

“I think the more pressing matter is the fact that the kids are missing, Pinkie!” Dust exclaimed in great worry.

"I'm not worried because most of them have superpowers." Pinkie pointed out before she let out a deep gasp when she saw Twilight and the others coming in.

Twilight eyes then widened when she saw the party decorations and then saw the sign. “Guys, is this… is this for me?” She asked slowly.

“Yep!” Rainbow said with a wide smile before Rarity noticing some of them were missing.

“I say, where are the children?” Rarity asked.

“Um, well, you see…” Pinkie nervously asked before the portal opened up behind the Mane Six and Flash.

“Surprise!” The Young Six, Helix, and his team called as they came through before the portal closes as they rushed up to them with laughters.

"Happy Birthday, Twily." Shining Armor told his little sister as he, his wife, and daughter went up to her for a group hug with their parents just as Celestia and Luna flew in.

Twilight all laughed in joy as she enjoy the hug. Helix watched them as he looked at the cube his future self gave him as he pressed the button, which morphed into a birthday cake. By the time the others broke the hug with Twilight, she saw Helix holding the cake with a smile.

“I-I mean we got you a cake.” Helix said with a smile. “Happy birthday, Twilight.” He said with a smile.

“Oh, thank you, everypone.” Twilight said with a smile. “I can’t believe that this whole time, I almost forgot about my own birthday.”

"Yeah!" Pinkie exclaimed with a smile before she pulled Helix in. "Where did you get the cake?"

Helix kept his smile. “Let’s just say that time has been nice to us.” He said as they all laughed together as Twilight walked up to Twilight. “Make a wish, Twilight!” He cheered as they all laughed and enjoyed Twilight’s birthday together. While the trip of the future was shocking and interesting for the young group, they are looking forward to what their future will hold along the way.
> Chapter 28: Identity Crisis
> --------------------------------------------------------------------------

The group are in the middle of town known as Manechusetts while they are waiting outside of a costume shop as most of the girls are wearing costumes that look like something a pilgrim would wear. The only ones that weren't with them were the boys before Twilight looked towards the store door. "All right, enough of this, come out boys!" She called out.

And then, the boys all came out of the store, wearing similar pilgrims like the others. “I feel like a dweeb.” Helix muttered.

“That’s because you are a dweeb.” Misty countered. “Now you’re just a pilgrim dweeb.”

“Okay, that’s it. We’re changing.” Gallus said as he was about to re-enter the store, but Rarity grabbed him and pulled him away.

“None sense, darling. You all look great.” Rarity said with a smile.

“And besides, you can’t visit Maneschusetts without soaking up the local history.” Twilight said to them with a smile. “Now come along.” She said as they all walked off.

"How did we let her talk us into this?" Manny questioned the other boys as they shrugged in response. They soon passed some colts taking pictures of an old statue before they noticed the boys wearing what the statue was wearing. The colts walked up to them and they took pictures of the boys, which caused the girls to giggle at this.

“On the plus side, at least they find us great.” Sandbar said while trying to remain positive as they backed away from the colts.

"Twilight, can we please change now?" Helix asked before they heard a big explosion coming from down the street and they saw a building had lit on fire.

"Okay Helix, you can change now." She responded as she meant a different kind of change. "And that goes for the rest of you."

"Alright!" Helix shouted with excitement before activating the Omnitrix. “Goodbye zero, hello hero!" After pressing the two buttons on the watch and the core popped up, he slammed it down and transformed into Overflow, but still had the hat on. "It feels so good to be cool again!"

“It’s a good thing we kept our suits in these costumes.” Helen said as she and the others took off their ID Masks and their costumes as they rushed towards where the explosion was set off.





At the burning building, Cursed came out of the flames with a smile. “Ahh. I love being a witch.” She said fondly as the others started putting out the flames while Cursed looked around before she noticed them and she threw some more pellets down, creating more flames, which got Overflow’s attention.

“I got it, you guys handled the rest!” Overflow called as he ran towards the flames, not noticing Cursed was in it.

"That's it, come a little closer." Cursed said with an evil grin. "Come into my parlor said the spider to the Overflow."

Meanwhile, the rest of the group was getting ponies out of the burning building while they were putting out the flames. "Smolder, remember the water spell I taught you as a basic?" Hope questioned as she saw an opportunity. "Well, I believe this is the time to use it."

“Sweet!” Smolder said as she raised her hands and moved in motion. “Uh, what was it? Uh, oh, yeah! Aquasit-burst!” She called, which her hands glowed a bit before she shot water from her hand and put out the fire, getting the creatures open as they ran off. “I did it!” However the water did not stop flowing as it was getting bigger. "Okay now how do I stop?!"

"You did practice the cancellation spell in case you can't control it, right? Hope questioned before Smolder took off because of the out-of-control water spell. "I'll take that as a no."

With Overflow, he landed on the ground next to a window as he put out more flames, but then he saw his reflection as he noticed his hat was still there. “Great. Now I look like an alien dweeb.” He muttered before he took off his hat and blasted it to the ground, but then Cursed came out and stepped on it. “Cursed?!” He asked in shock as Cursed then placed herself in a magic bubble.

“Transfora-identica, transora-identica…” Cursed started as Overflow does not want to know what she was about to do as he quickly shot up into the sky with his waterblast. “Transfera-identica!” She finished as she shot a magic bubble at Overflow, who tried to get away, but he was caught in it.

“I feel kind of weird.” Overflow said as he felt the magic sensation in the bubble. Soon the bubbles were being drawn closer to each other before they both heard Smolder screaming as she was out of control with her spell. Soon she slammed right into overflow and knocked him out of the bubble but she was trapped inside it instead. "Okay… that felt weird."

Smolder soon composed herself before she noticed she was in a magic bubble being drawn towards Cursed. "No, not you!" Cursed shouted before the two bubbles merged and a flash of light covered the two. Then in a flash, the two were sent flying in opposite directions of the street just as the team was finishing up putting out the flames.

Cursed got up and saw her reflection. “Aah! Cursed!” She yelled before turning and saw that no one was there, but then she looked at herself. “Wait, what happened to my paws? And why am I standing on all fours?” She asked before she wobbled and fell to the ground. “Oof! Okay, what is going on?” She asked as she managed to stood up, a bit wobbly but she looked at her reflection and then made silly faces and weird moves.

Smolder soon got up and saw Cursed doing silly faces and weird moves down the street before she looked at herself. She then noticed she was a dragon before she fainted with shock. As soon as Cursed was done making silly faces and weird moves, she realized something. "Oh my Draco, it's me!" She exclaimed before she ruffled up her mane. "What's going on?!" She then turned and saw the others coming towards some of the ponies they've saved to make sure they were okay. “Guys! Hope!” She said with a smile. "Headmare Twilight! Hope! Something's wrong!" She called out before she raced to them but was having trouble running on for hooves. "Okay seriously! How are ponies able to run like this?!"

"Oh no you don't." Smolder said when she got up but sounded a bit sinister. "You're not going to ruin my plans, little miss good dragon by ratting me out to my sister." She then flapped her wings and took off to the sky as she followed Cursed. Just when she was about to reach the others, Smolder landed right in front of her and surprised her while Smolder wiggled her finger in a 'no, no' gesture.

Smolder then delivered a mighty punch, which send Cursed crashing into the tree as the others noticed her as the Omnitrix timed out and Helix transformed back before they saw Smolder lying on the ground while rubbing her head as they rushed up to her. “Smolder, what is going on?” Applejack asked.

"It's Hope's twin sister, Cursed Sparks!" Smolder replied just as Cursed got up and overheard her. "She must have been the one behind the fire."

"Hey wait, I'm not--" Cursed was going to protest when she walked closer to them before Smolder delivered a kick right to her side and knocked her out with a punch.

The others looked at Smolder in surprise by that punch. “Uh, don’t want her reciting a spell that’ll turn us all into weasels or something.” Smolder said with an innocent shrug. “No telling what could come out of her mouth.”

"You got a good point." Hope agreed before she glared at her unconscious sister. “If I know my sister, she's got a few tricks up her sleeve. Just to be on the safe side before she wakes up…" Her hoof glowed as wrappings suddenly came out of her bag and wrapped around the muzzle of her sister. Soon the cops arrived just as Cursed regained consciousness and arrested her. "Make sure you keep her bag of tricks far away from her, because she might use something in it to escape." Hope informed the cops.

“We will.” The mare cop said as they put Cursed at the back of the chariot. “Okay, jailbird, your home sweet home is going to be juvenile maximum security.” She said as she slammed the door as Cursed tried to speak, but her mouth was muffled before Smolder walked up to her with a smirk as the chariot took off.

“Don’t worry, Smolder. I’ll take care of your friends.” Smolder said sinisterly, revealing to be Cursed inside Smolder’s body as they took the real Smolder in Cursed's body away before Cursed looked at the Omnitrix in Helix’s hoof. "And mostly that watch." She whispered





Soon as they came back to the mobile base just as the young group walked out of it. "...and after you pick the alien you want, you then press the two buttons on it to let the core pop up and slam it back down before you're ready to kick butt?" ‘Smolder’ recapped how the Omnitrix works.

“Yeah, but, you know that, Smolder.” Helix said with a brow.

“What’s up with you, Smolder?” Gallus questioned in confusion.

“Yeah, when are you interested in the Omnitrix?” Spike questioned while scratching his head.

“Yeah, you’ve been with Hope and learning about magic and spells from her after you lost your Mis Drago powers.” Attea added with a brow.

"Oh, I think I'll take a break from that for today." ‘Smolder’ replied innocently. "Right now, I just want to be interested in what my friend is interested in."

"Uh, did you hit your head or something?" Ocellus asked her. "You never sounded like that before."

“Yeah, because if you’re trying to set me up to get me punk somehow, that’s my cousin’s thing.” Helix said while gesturing to Misty. "And she's sometimes bad at it because I'm smart not to fall for it and she's dumb."

“It’s true.” Misty said with a smile before her eyes widened. “Hey!”

“Sorry, Smolder, but Helix got you there.” Helen said with a shrug. “He’s always one step ahead of you.” She said.

“Yep, sorry, but I’m too smart, freak.” Helix said with a smirk, which caused ‘Smolder’ to growl and grab Helix by the hoof, surprising the group.

“Nobody calls me a freak and gets away with it! Nobody!” ‘Smolder’ yelled as she twisted Helix’s back hoof, which caused him to scream in pain.

"Yo, let him go!" Manny called out as he pulled her off of him. "What's the matter with you, girl?!"

"What in tarnation is going on out here?!" Applejack called out as the grown-up ponies and Azmuth came out.

"Smolder just snapped and attacked Helix." Helen answered.

“What?!” Fluttershy asked in shock.

“Smolder, is that true?” Twilight asked with a look towards the dragon.

“Uh, they’re right.” ‘Smolder’ said with a fake apologetic look. “I'm really sorry, please forgive me."

"Uh Azmuth, can you do a brain scan on her because she's acting really weird." Helix asked with a weirded out tone.

“I’m still learning between your primitive mythical speices, but your friend does seem a bit off. But I’m sure it is nothing.” Azmuth said with an assuring wave.

"I know, I'll make it up to you by making you a very famous dragon dish." 'Smolder' told him with a fake bright smile. "But I'm going to need very special ingredients for it. Because it will change you forever once you get a taste."

The others all looked at her strangely while Hope gave a brow at Smolder’s behavior.





In a prison station, Smolder, who is in Cursed’s body, was shoved into a room. “But I’m innocent.” She said before they closed the door on her. “I'm not even a pony, I'm a dragon! You have the wrong creature!”

“Yeah, that’s what they all say.” An officer mare waved off as she walked down the hallway, leaving ‘Cursed’ to look down sadly before sitting in a table with a bunch of other female creatures. She then felt something up her sleeve as she took some out and saw some stone pellets she have.

“So, what are you in for, princess?” A female griffon questioned as she walked up to 'Cursed'. “Wearing your Nighmare Night costume in the summer?” She taunted as her pony friend next to her gave a laugh.

“Good one, Clawer.” She told her with a laugh.

“Shut up!” Clawer snapped, which caused the pony mare to flinch as Clawer walked up to ‘Cursed. “Only two rules in here: Rule one: I’m in charge, so what I say goes.” She said as she tapped ‘Cursed’ cheeks.

“And rule number two?” ‘Cursed’ questioned nervously.

“Obey rule one or else.” The mare pony said with a smirk as she smashed her hoof together.





Meanwhile, the group was in a Marketplace as 'Smolder' placed a bag full of ingredients on a wagon before walking up to a stand with squids on it. The others came up from behind while Dust is looking at the list. “Oh, well, judging from this list of ingredients, whatever you’re cooking up is going to be very exotic.” Dust said with a smile.

“Translation, it’ll taste like barf.” Rainbow whispered as the others muttered in agreement.

"Yeah, but these ingredients look familiar to me for some reason." Hope mentioned after looking at the list. "I just can't put my hoof on it."

“Sea urchin eggs?” The seller asked in surprise. “What do I look like, Mr. Seafood Gourmet?” He asked while giving a small laugh. “What you see is what I got, girlie.”

'Smolder' glared at the seller before she flared up her wings to block the others from seeing her claw glowing. "Latin acause sorensay." She whispered an enchantment which caused the squids to levitate and quickly attack the seller. "Well look at that, bad things can happen to you when you're not nice."

“What the heck was that?!” Sandbar asked as the others started trying to help the man get the squids off him, but then a couple of stallions smirked and rushed up to the wagon and took off, which they noticed.

“Hey! That’s my wagon!” The seller yelled out.

"My ingredients!" 'Smolder' shouted as her bag full of ingredients was on that wagon.

“Looks like Helen and I are on the job.” Helix said as he activated the Omnitrix and slammed it down, but he transformed into Eye-guy. “Eye-guy? Oh, man, Eye have the need for speed.” He complained.

"Now what?" Manny asked before 'Smolder' noticed a couple of fancy scooters.

"We'll take these!" She shouted as she got on one of them while Eye-guy took the other.

“Drats, no key.” Eye-guy said as ‘Smolder’ paw started glowing. “Gonna have to find another way to…” He was cut off when his scooter took off at high speed. “Whoa!”

“Guess we don’t need them!” ‘Smolder’ said with a smirk as she turned to Helen. “Come on, Helen! We got a wagon to catch!” She called as she took off after Helix.

“Sure thing!” Helen nodded as she sped after the two.





Meanwhile the two stallions continued to run with the wagon as one of them let out a chuckle. "What did I tell you?" He asked his partner. "Easy bits."

“Hey, I think we’re being followed by a dragon and some big eye freak with a speed creature.” His partner said after looking at the view mirrors the three rushed through the road while Eye-guy server around and went up to the park.

“Look out! Coming through!” Oh! Oh! Sorry!” Eye-guy called as he crash into some stands and the creatures move out of the way. “Whoa! Whoa!” He called as he tried to catch up with the two girls, but his scooter broke apart as he went flying and crashed into a dumpster as he poke his head out and gave a look. “Eye did not see that coming.” He muttered.

With Helen and ‘Smolder’ they are still chasing the wagon as Eye-guy ran on the rooftop to chase them down. He tried to jump onto another rooftop but didn't make it as he started plummeting down. He quickly used his powers to give himself a boost by blasting a laser from his chest eye. He then continued to follow them by this means as Helen continued to chase down the wagon. "We almost got them Smo--" She said before she noticed 'Smolder' had vanished. "Smolder?!"
 
“Where’d she go?” The stallion questioned when he noticed ‘Smolder’ was gone too before the two stallions saw that ‘Smolder’ was sitting between them while giving a menacing look.

“You ponies messed with the wrong little dragon.” ‘Smolder said to them. Outside, Eye-guy the wheels, which caused the wagon to tilt and fell as he landed on the ground as Helen rushed up to him.

“Where’s Smolder? Is she alright?” Eye-guy asked Helen.

“She was just here but I don’t know.” Helen said before they heard laughter and saw ‘Smolder’ laughing as they saw the two stallions were being attacked by lobsters.

“We give up! One of them yelled as they were pulling the lobsters off of them.

"Just please get these things off of us!" The other shouted as they kept on getting pinched by the lobsters.

"Shouldn't we help them?" Eye-guy asked.

“Let them suffer.” ‘Smolder’ said with a frown, which got Eye-guy and Helen to look at her in surprise. “That’ll teach them to steal from me.” She added before she shrugged. “Oh, well. I have more shopping to do.” She said as she grabbed her bag and walked off while both Helen and Eye-guy looked at each other, wondering what's gotten into Smolder.







Back where ‘Cursed’ is, it was lunch time as ‘Cursed’ held up her tray and the cafeteria mare gave her a glob of unknown food onto it. “Eh, what an interesting color.” She said, feeling a bit grossed out, even by her standards. “Hey, got anything that is organically grown, right?”

The cafeteria mare frowned before she smirk. “Sure thing. I grew this myself.” She said as she pick her ear to get some ear wax and place it on ‘Cursed’ food as she nearly puked. “Make sure you come back for seconds, sweetie. Plenty more where that came from.” She said as she picked her ear as ‘Cursed’ walked off.

She soon sat at a table before letting out a groan. "If this is how a criminal's life is, I am never committing any crime." She told herself before resting her head on her hooves but felt something in the other sleeve. She sat up and reached into the other sleeve to pull out something she saw before from Hope. "Hey, this is the book of spells their uncle gave them when they were just fillies." She said before she noticed that a page was marked. She opened it and read the spell that had two beings in circles while magical lines were connected to the circles. “A body transference spell? So that’s how she swaps bodies with me. But why would Cursed want to switch bodies with me to begin with?” She asked in confusion.

“Unless it’s not me she wanted to do it to.” 'Cursed' whispered before she remembered that Smolder bumped into Overflow when the real Cursed created that fire. She then pieced it together as her eyes widened with realization and horror. "Helix! She was going to switch bodies with Helix and get control of the Omnitrix. And with both superpowered aliens and her spells combined, there's no stopping her."

“Yo, princess, so what you got there?” The mare and Clawer from earlier came up in front of ‘Cursed’. “You’ve been holding out on us.”

“Seriously, can’t a girl read a book in peace?” 'Cursed' asked sarcastically. "Look, I don't have time for this." She was about to leave before Clawer grabbed hold of her and glared at her.

“No one talk to me! What do you got to say for yourself, princess?” Crawler questioned.

‘Cursed’ glared before looking at her tray before she smirked. “Just this. Food fight!” She called as she threw her tray of food at them, causing the two to crash into each other as a group of mares as one by one, all the girls around the cafeteria started throwing food at each other.

The mare growled and charged at ‘Cursed’, but she moved aside as she crashed into a yak’s mare tray, which got some food on her as the yak growled and roared as she tossed some food. ‘Cursed’ moved side to side to avoid the food projectiles, but she bumped into Clawer as she was grabbed by the shoulders.

"You got guts for a pony, I'll give you that." She said with a glare. "Now quit stalling and give it to me!"

"Uh okay, but I don't know exactly what it is." 'Cursed' mentioned before she pulled out the stone pebbles from her other sleeve. They then hatched into small stone birds before they attacked Clawer.

The other mares came up to her, but the stone birds came to them as they all screamed while they were being chase. ‘Cursed’ then was grabbed by the cafeteria mare and turned to face her. “Troublemaker, huh? Well you’ll be scrummbing pots and pans until those pretty little hooves fall off.” She warned as ‘Cursed’ took out the spell book and quickly flipped through the pages before stopping on one.

“Bellum Ocurror Mazzura!” ‘Cursed’ chanted as the spoon the mare was holding came to life and wrapped around her hoof, which caused her to gasp as she  quickly took it off and backed away. But then she turned and saw the utensils coming to life as they walked up to her, which caused the mare to fall into a trash can with a scream as she rolled around, but the mares in the cafeteria all cheered.

“Cool.” Crawler said with a smile as she looked at ‘Cursed’, who just smiled and rubbed the back of her head.

"It was nothing." She said with a smile before she heard someone clear their throat behind her. She turned around and saw the police officer that threw her behind bars in the first place.

"Let me guess, you're innocent?” The officer asked with a brow as 'Cursed' realized she was in bigger trouble than she was before.





The group were now in anothe fish shop near the docs. “Uh, guys, have you noticed that Smolder has been kinda weird today?” Ocellus asked them in worry. “She’s really been acting strange lately.”

“She definitely was laughing at those criminals when they were being attacked by lobsters and didn't even bother to help." Helen mentioned.

"And I swear I've seen these ingredients before." Hope spoke up.

‘Smolder’ then came out fo the shop. “Got it. The final ingredient.” She said while holding up a small box, which Delta took and took a look inside.

“Ooh, sea urchin eggs?” Delta asked in surprise. “Wow. Those must’ve been expensive, Smolder.”

"Not really." 'Smolder' replied as she took the box back. "I sweet talked them into giving me a deal, it was no biggie.” As they walked away, they didn't realize that Cursed in Smolder's body tied up the employees in the shop and let them hang upside down with their muzzles taped up.





Back in the prison, 'Cursed' was holding a mop as she, Clawer, and the mare was forced to clean up the mess hall. “And when you finish here, somepony gets to buff my bunions.” She said firmly as she walked off.

"Heh, small price to pay to see the old crow's face when she fell into that trash can." Clawer said with a grin before she looked at 'Cursed'. "You're right, princess. If you ever need anything, just let me know."

"Actually, what I really need is a way out of here." 'Cursed' told them as she continued to mop. "A friend of mine is in trouble out there and I need to warn him."

“Armed guards around every exit?” The mare asked, reminding her of the place they are in. “No way you could ever--”

“Hey, I think I found a way out of here.” ‘Crused’ said while looking at the drain the water is going. “But we’ll need a distraction for me to work on this.”

Crawler and the mare looked at each other with smirks. “No problem.” Crawler said as they nodded to each other and Crawler aimed the hose and shoot water at the cafeteria mare while her partner threw a mop at the guards, causing them to fall.

‘Cursed’ dropped a pellet down she pulled out from her sleeve, which caused the drain cover to explode and smashed into the wall as the two mares and griffin jumped into the drain as the guards chased after them.





Somewhere else in the building, a loud scream was heard as a door opened and Cursed's bag was hopping all on its own down the hallway.





Meanwhile, the three escapees were running through the sewer lines until they were stopped by a large set of bars. "This must spill out into the city's main drainage system." Clawer told the other two after inspecting the bars. "If we can get through these, we're home free."

Then coming up from behind them was Cursed’s bag, which ‘Cursed’ caught as it growled and she opened it up to see more pellets. “Step back.” ‘Cursed' told the girls as she tossed a pellet and the bars exploded into pieces, clearing a way for them as she turned to the two girls. “So, I don’t suppose you guys are going to give up crime and turn over a new leaf, are you?”

The two of them looked at each other for a moment before they let out a laugh of amusement. "Yeah right, we gotta make up for lost time." The mare mentioned with a grin.

"Yeah, I thought you were going to say that." 'Cursed' mentioned. "So, I'm sorry in advance for this." She then took out two pebbles from her bag and tossed it in front of them. The two pebbles then grew in size before they became stone golems and frightened the two.

Crawler and her partner ran off, but the two guards caught them as the golems ran after their ‘master’. “If I ever see you again, princess, I’m going to introduce you to all 10 of my friends here!” Crawler yelled out while ‘Crused’ ran down the tunnel and petted the two golems as she kept going.





Back with the others, a large cauldron was out as Smolder was putting in each of the ingredients they bought. Helix came out of the mobile base and caught a whiff of what was cooking. "Ugh, please tell me that smell isn't coming from what she's cooking." He asked the others.

"Unfortunately, it is." Attea replied. "Let's get some distance from that before my eyeballs melt."

"I'm with you on that." Helen spoke up as she followed Attea with Helix and Zs'spoocy following behind.

"Same here." Misty said as she followed the four. They walked for a bit before they heard a familiar voice coming from the top of some stairs.

"Guys!" They looked up and saw Cursed Sparks walking towards them.

“Cursed!” Helix said with a glare. “This time, we’re putting you away in a deeper cage!” HE said as he was about to activate the Omnitrix, but the two golems tackled him and pinned him down.

“Helix!” The girls yelled as they glared at ‘Cursed’.

"Call them off or I'll blast that face of yours!" Attea threatened as she pulled out her blasters and aimed them right at 'Cursed'.

"Sorry, but I can't let him up just yet." She told them. "Once he goes hero, he'll kick my butt without even listening to what I have to say."

“She got a point, cous.” Misty said with a brow. “You usually do that to bad guys.”

“Hey, who side are you on anyway?” Helix questioned his cousin while struggling to get the golems off him.

“Just listen to me.” ‘Cursed’ said to them. “Smolder’s not Smolder. I am! She used a body transferring spell and we ended up switching bodies."

"Okay, I've heard the stupidest things during the summer, but that really tops it." Helen mentioned. "How dumb do you think we are?"

"I'm telling you the truth!" 'Cursed' told them. "Have any of you noticed Smolder acting really strange all day? Like she's not herself?" That question really got their attention. "You have to believe me, if you don't, the real Cursed Sparks will switch bodies with Helix and get control of the Omnitrix."

"What is she doing here?!" They heard Hope questioned before they saw the rest of the group coming towards them as the Golems got off of Helix.

"She says that Smolder isn't Smolder and she isn't her but you're each other!" Helix told them before he had a baffled look on his face. "At least that's what I think she said. Right?"

"I don't know, even I'm confused by all this." Misty said as she scratched her head.

“Wait? What?” Hope questioned with a look.

“Smolder, is that true?” Twilight questioned.

"She's not Smolder!" 'Cursed' exclaimed.

"Seriously, who are you going to believe?" 'Smolder' questioned the group. "This villainous lair, or your own eyes and hearts?"

"There's only one way to know for sure who is the real Smolder." Ocellus spoke up before she looked at both 'Smolder' and 'Cursed'. "Back at school, when Cozy Glow tricked us into going under the school and the tree of Harmony was testing us. I was trapped looking like Chrysalis but you found me and told me your secret and what the Tree of Harmony was testing you about. What was it?"

"Is that I…like cute things…" 'Cursed' muttered quietly.

"What was that?" Attea asked her.

"I like cute things, okay?!" She exclaimed. “Okay, I admit it! I really like cute things such as dressing up in dresses and pretending that I'm a princess while also having tea parties!" The boys almost let out a chuckle at that answer. "Watch it!"

"Yeah, you're definitely not my sister.” Hope said before she glared at 'Smolder'. "Because Cursed never liked any of those things, especially when we were fillies.” She said with a firm tone as ‘Smolder’ look at her paws with a smirk.

“At least I can stop being all nice and sweet. It was making me sick to my stomach.” ‘Smolder’ said with a smirk.

“If you even know Smolder well as I do, she was never all nice and sweet around in public.” Ocellus said with a glare.

“Yeah, I usually show my tough girl side.” ‘Cursed’ said with a glare.

"Well I was lucky enough that your dragon with a powerful magical aura, otherwise none of my spells would have worked." 'Smolder' told her.

"Then have a taste of your own medicine." 'Cursed' replied as she extended her hoof and magical chains came out of her sleeves as they started to wrap around 'Smolder', who had her eyes closed.

"Unsquiera despariot!" She chanted before opening her eyes as they glowed a dark pink color and a magical shockwave destroyed the chains and sent the group flying back. "I'm the real sorceress, remember? Not even my own little sister can stand a chance against me."

“You won’t get away with this, Cursed.” Hope said with a  groan while they were on the ground while the golems went up to ‘Smolder'.

“Oh, but I will, sis. Now I switch bodies with doofus and every spell I cast will be alien super-charged.” ‘Smolder’ said as she turned to the cauldron and some magic came out as ‘Smolder’s waved it in circle formation. “Transfera identica. Transfera identica. Transfera identica!” She chanted as she formed a magic bubble before Helix, ‘Cursed’, Helen, Attea, and Misty got up and charged right at her.

Everyone was then blinded by a bright light before a mist covered the area. Two figures emerged from it as they both held their heads and realized something. "No! This wasn't supposed to happen like this, I'm back to being me!" Cursed exclaimed as she was back in her own body.

"So am I!" Smolder shouted with relief.

"Ha, you screwed up your own spell again!” Helix called out from inside the mist.

"Glad you're you again, Smolder, but why do I feel weird?” Helen questioned from inside the mist.

“I feel strange too.” Attea spoke up in the fog as well.

“Me too. Like, I'm not myself.” Misty finished as the four rushed out of the fog and looked at each other before they looked at one another, Attea and Helen, Misty and Helix.

“Aaah! I’m you! Gross!” All four of them shouted as Attea's voice was coming out Helen, Helen's voice out of Attea, Misty's out of Helix, and Helix's voice was coming out of Misty's.

The others all looked at the four in confusion. “Wait-wait a minute.” Silverstream spoke up. “Now, if you’re Helix, and you’re Misty. And you’re Attea, and you’re Helen, then I’m, uh, really confused.”

“Me too. This is freaky-deaky.” Pinkie said in agreement while scratching her head.

"This is officially the weirdest day ever." Gallus mentioned with a baffled look.

“Wait, uh, Helix…” Smolder spoke up.

“Yes?” Helix, in Misty’s body, spoke up with his own voice.

“Wait a minute hold on, how come their voices switched places when it didn’t happened to me and Cursed?” Smolder asked in confusion. “Our voices were still in our bodies even if we switched places.”

“Apparently, the spell wasn’t meant to change more than two bodies at once!” Cursed yelled out in anger. “You fools! Now I only have enough ingredients to mix up one more transference spell!”

“You’re not gonna get the chance, because I’m going hero!” ‘Misty’ said as she reached for her hoof, only to realizes she don’t have the Omnitrix.

“You’re not wearing the Omnitrix, doofus. I am!” ‘Helix’ reminded her while showing the Omnitrix to her.

“Okay, this is really confusion.” ‘Attea’ said while sticking her tongue out, which she had trouble retracting it back. “Now this is just creepy weird.” She said wiht her tongue out.

"Yeah, and I think I forgot how to use your real things since the fusion accident!" 'Helen' shouted as she struggled to stay up.

The golems then started attacking them, which they dodged. “Let’s get out of here!” Flash called as they all rushed off while Cursed started blasting at them.

“So, what are you waiting for? Go alien andkick her magical flank!” ‘Misty’ yelled at her cousin as ‘Helix’ tried to activate the Omnitrix

“I’m trying! Which way do you turn this thingy?” ‘Helix’ asked.

“You better figure out fast!” Venus called out. “Because I don’t think we can--” He was cut off when a blast exploded near them, creating a flash as they blacked out.





Once the adult group, the Young Six, Manny, Venus, Azmuth, and Hope all woked up and saw that they were all tied to a pole while the magic users have inhibitor rings to block their magic as they saw Cursed brewing another potion. “You won’t get away with this, sis.” Hope said with said with a glare as she struggled to break free.

“Said my little sis and her friends tied up to a pole.” Cursed said in amusement. “By the way, Mrs. Watch, your cooking stinks.” She said with a frown.

“It does?” Dust asked as the others groaned.

“Really, you’re asking that now?” Spike questioned while Cursed went back to work.





Down below deck, the four-body-switched group were in trapped in stools with their front hoofs/hands and head through the holes. “Like being you isn’t punishment enough, cous.” ‘Misty’ said with a groan.

“You think you got it bad?” ‘Attea’ asked while her tongue is still sticking out. “Attea, how do you control your tongue? This feels weird and I don’t know how you can keep something this long in.”

“Hey, I’m just happy that I can stand still without going fast or crashing into something.” ‘Helen’ said with a smile. “But, my tongue you get used to it.”

“How can you three chat normally despite the fact Cursed is gonna switch bodies with Helix’s to get the Omnitrix, and that we’re in the wrong bodies?” ‘Helix’ questioned with a brow.

“Hey, if you been around enough crazy longer than us, you get used to it and find it normal.” ‘Helen’ said as she managed to shrug.

"Wait is that…?" 'Misty' spoke up after tasting her own lips. "Strawberry lip balm?"

“What? You gotta stay fresh.” ‘Helix’ said in defense.

“Okay, this is getting us nowhere.” ‘Helen’ said wiht a frown before she realizes something. “Wait. Helen, think you can use your tongue, I-I mean my tongue, onto Helix’s left hoof?”

“Wait, what?” ‘Helix’ asked while turning to ‘Helen’ with a gross out expression. “That is gross, Attea! You know that, right?!”

“No, Misty. If Helen uses my tongue onto Helix’s right hoof, my slobber will be able to soak up his hoof so you can slip free so you can reach the Omnitrix.” ‘Helen’ explained.

“Great! Gross, but great!” ‘Misty’ said with a smile.

“Gross is more like it.” ‘Helix’ said in disgust.

"Okay, now I just gotta--" 'Attea' struggled to control her own tongue before it smacked her in the face. "Control this thing…"

“Helen, you gotta focus on your reflexes, try and picture something that you’re tongue could be attractive to.” ‘Helen’ explained. “Sorta like how frogs like flies that they used their tongue to catch them, but something that you like.”

"Okay…" 'Attea' said it before she retracted her tongue and breathed in. She then focused as she aimed right for Helix's right hoof just before she shot her tongue right and it wrapped around his hoof. "Ugh, do you ever get used to the taste?" She mouthed.

“What? I’ve tasted weirder things. And besides, you should know who you’re tasting right now.” ‘Helen’ said with a smirk, causing 'Attea' to blush a little.

"Not funny…" She muttered before she managed to get enough saliva on Helix’s hoof before she retracted her tongue and he pulled his hoof free.

"Alright!" 'Misty' cheered before ‘Helix’ reached around and activated the Omnitrix.

"Okay, I can't exactly see the icons, so I'm going to do it randomly." 'Helix' told the others.

"Just make sure you go Humungousaur." 'Misty' told him before he pressed the two buttons and the core popped up. He then pushed it down as they were blinded by a flash of green light and he transformed into an alien that is like multiple building blocks around him while she got free from her trap.

“Whoa! This is kinda cool.” The male alien said in a female voice since Misty’s voice is in it.

“I said Humungousaur, not my new alien Bloxx!” ‘Misty’ retorted.

“Give it a rest, doofus.” Bloxx said to her with a glare. “It’s not like you’re much better working this thing than I am.”

“Enough arguing you two.” ‘Attea’ spoke up to them. “Misty, get us out of these things so we can stop Cursed from finishing the spell.”





Back on deck, Cursed is still finishing the potion. “I think I’ll turn into that fire alien first. With my spells funneled through that alien body, the Crystal Empire is gonna get burned.” She said with a smirk.

"Okay, I hear no evil and see no evil, but she is just evil!" Pinkie shouted before they heard a loud crash coming from below.

Cursed rushed up to the hole below duck and saw that the four switched-body kids were gone. “Watch!” She growled while the others on the pole managed to get free as Hope stood up.

“Hey, big sis!” Hope yelled out as she charged at her sister and delviver a mighty kick to the head, which sends Cursed flying a she rolled across the ground. “That’s for switching places with my apprentice!”

"If you're her master, then she's going to be learning spells for a very long time." Cursed said before she stumped her hoof to make her golems come to life. "Sick them boys!"

The golems then started attacking the group while they tried to fight them off. “You should really respect family, Cursed.” Bloxx spoke up as Cursed turned and saw him and the other three climbing out.

“I don’t respect anybody but me.” Cursed said to them.

"It's over, give up or I'm--" 'Misty' declared before she quickly realized something. "She’s going to swab the deck with your flank!" She said while pointing to Bloxx, since 'Helen' and 'Attea' were having trouble controlling each other’s body while she doesn’t have any abilities.

"Heh, all you've done is save me a trip down to get you.” Cursed pointed out with a grin.

Bloxx charged at Cursed and throw a punch at her, but Cursed simply dodged as Bloxx’s arm got stuck to a pull, which caused him to get pulled as he smashed into it headfirst. “Ow!” He called while rubbing his head. “Gotta give Helix and the others credit. This alien hero stuff is a lot tougher than it looks.”

Cursed then landed on some cannons before her hooves glowed. "Declam Baccura." She chanted as she turned the Cannons around while putting cannonballs into them. "Saduka!" She finished as the cannons then fired.

‘Misty’ flipped over the cannons while ‘Helen’ used her speed to move out of the way while ‘Attea’ juses her tongue to grapple up a pole. “Whoa! Misty’s got some moves.” ‘Misty’ commented in surprise.

'Attea' then latched on to one of the golems with her tongue before she pulled herself in and kicked it back. She then was surprised when she retracted her tongue and leaped high off of it before landing on the top of the pole. “Wow, Attea sure has skills and her tonuge is really useful in combat and escapes.” She commented.

‘Helen’ zoomed around and took out as many golems as she could away from the others. “Whoa! I’m starting to see why Helen likes to run fast. This is pretty impressive.” She said with an impressed tone.

Cursed then went up to her potion and brought the magic out. “Third time the charm.” She said as she aimed it at Bloxx. “Transfera identica. Transfera identica.” She chanted as Bloxx got his bearing and charge at Cursed. “Transfera identica!” She finished as she got herself and Bloxx in a magic bubble.

Bloxx strained as he tried to break free while feeling the magic in the bubble. “Guys! Help!” He called out. 'Misty' saw Bloxx in trouble before she noticed a rope tied down to the deck and got an idea. She held on to it before untying it so that she swung up on the rope before landing on top and grabbing the other rope to swing down.

“Out of the way!” ‘Misty’ yelled as she knocked Cursed out of her bubble and then started closing in onto Bloxx.

Hope sees this as she realizes that they’re gonna change back as she raises her hoof. “Duplexs!” She called, while creating two more magic bubbles and launched them at ‘Attea’ and ‘Helen’ inside, causing the two girls to float towards each other as the two pairs of magical bubbles collided with each other in a flash of light. Once it died down, those who were inside looked at themselves with relief.

"I'm me again!" Misty said as she was back in her own body.

“And I’m Bloxx!” Bloxx cheered with a male tone.

“Now this is more like it!” Helen said with a smile.

“Man, it’s great to be back!” Attea said happily.

“You’re welcome.” Hope said with a smile before giving a teasing smile at her sister. “You think you’re the only one who knows that spell. I can copy it with a duplication spell to make more than one magic transference bubble.”

"I'll just cook up another transference spell then, and I won't let anything stop me!" Cursed declared.

"I wouldn't bet on that." Bloxx told her before he rebuild his arms to become hammers as he charged straight at her and started hammering away.

Cursed tried to dodge the hammering, but Bloxx managed to hit her on her head and then started forming blocks around her. Cursed tried to reach her bag, but it was ripped out and tossed into the ocean. “No!” She yelled out as her bag sank to the bottom while Bloxx secured her with some blocks trapping her.

"Hey, Cursed!" Smolder called out as she marched right up to her. “You want an in and out of body experience? Then try this!" She then delivered a punch right to her face to knock her out before reaching into her sleeve and pulling out her spell book. “And I'll take this, thank you."

"Hey yo, guys!" Manny called as he was struggling with the last two golems. "A little help over here?!"

"Let's build." Bloxx quipped before he went to go help Manny. He charged up and formed two catapults and grabbed the two golems and tossed them away, which they break into pieces as Bloxxs reformed.

“Alright! Way to go, Misty!” Manny cheered, thinking Misty is still in Helix’s body as the Omnirix timed out and Helix transformed back.

“Manny, it's me, Helix." He told him with his own voice.

"Okay, that is it, I'm done!" Manny complained as he rubbed his head.





Back in the mobile base and after taken Cursed into custody, it drove down the street while Smolder looked through Cursed’s spell book while they all relaxed. “Ahh. Nothing like being back in your own hoofshoe.” Helix said in huge relief.

"You said it." Smolder agreed. "I swear, moving on four legs was much harder than walking on two."

“So glad I’m not a creature that goes on all four.” Spike muttered with a small smile.

"I'm just glad I can control my own tongue again." Helen mentioned before she looked at Attea. "How are you able to focus all the time with that sort of tongue?"

"Lots of practice." Attea answered.

“Well, I hope this experience made you appreciate each other a little more.” Twilight said to them with a smile.

They each looked at each other before they gave a shrug. "Nah!" All four of them said at the same time.

"So Smolder, what was prison like?" Ocellus asked her in curiosity.

“Oh, it was terrible and a bit gross, to be honest. And the food is even worse.” Smolder said with a shudder before she smirk. “But, I think Cursed is about to have it worse than it was when I was there.”

“What makes you say that?” Hope asked in wonder.

“Let’s just say that someone has unfinished business with Cursed thanks to me when I escaped.” Smolder said as her smirk is still on her face.





Back in prison, Cursed sat there in the dark hugging each other since she was defeated again as two shadowy figures loomed over her as Crawler and her partner walked up to her as Cursed stood up with a nervous expression. “Welcome back, princess.” Crawler said while cracking her talons and advancing towards Cursed.

Cursed may have lost, but she’s gonna get the worse of it. And without her spellbook and bag, she’s in for a world of pain.
> Chapter 29: Wolfitizer
> --------------------------------------------------------------------------

The group has traveled a bit outside of Equestria as it looked like they were in some sort of Egyptian town as they are all at the market area while Delta and Dust are charting with a stallion looking at the dreamcatcher. “Navajo legend says the web of the dream catcher protects the dreamer by holding the nightmares in the center while good dreams travel down the feathers to bless the creature who is sleeping.” He explains.

"That's very fascinating.” Twilight said as she was riding it down in a book. “I'm so glad we came here."

"And we are honored to have you here, Princess Twilight." The stallion replied with a smile. "Not only that, but it's good to see my oldest friend's son and his wife again."

"Same to you, Tomahawk." Delta replied with a smile.

“It has been a long time since we saw each other.” Dust added.

“It sure has.” Tomahawk said with a smile as they continued on, while the young group followed behind as Helix yawned after looking at the dreamcatcher.

“Speaking of sleeping.” Misty said as she pushed her cousin forward as they continued on.

“Helix, aren’t you glad to have meet a friend of your parents?” Sandbar asked in confusion.

“I am.” Helix said after a yawn. “Look, I know Tomahawk is a friend of my parents and my grandfather's oldest friend, but can this trip get any more--" He stopped when he saw a unicorn filly with a tan orange coat and deep purple mane as it looked like she was dancing by hopping on only two hoofs before quickly switching to the other while she was wearing traditional clothing and dancing to the native music. The sight of her made Helix blush and smile a little. "Cooler?"

"Who's that and what is she doing?" Twilight asked Tomahawk.

"Yeah, it looks like she's got some sort of wedgie if she was wearing underwear.” Rainbow commented before Applejack kicked her in the side.

"That's my granddaughter, River Song." Tomahawk told them.

"You know, last time we saw her she could barely walk." Dust mentioned. "But now look at her, she looks as beautiful as her mother."

“She sure is.” Tomahawk said with a proud smile as River kept dancing to the music. “She’s performing a ceremonial Navajo dance.”

“Oh, so that what that is.” Pinkie said in realization.

“You know, I was hoping to see one of those before the summer ended.” Helix suddenly said, which got the younger group’s attention.

"Since when have you been interested in traditional native dancing?" Misty questioned him with a brow.

"Only since forever, it rocks." Helix replied before the song ended and River took a bow. Helen, Attea, and Zs'spoocy then noticed Helix was doing up his mane before River walked past them and he couldn't take his eyes off of her.

“Don’t tell me…” Zs’spoocy started.

“Yep. Looks like that girl has caught Helix’s eyes.” Attea whispered with a frown.

"You have got to be kidding us.” Helen whispered with a jealous tone before they noticed rain clouds rolling in. "Uh, are you sure you weren't doing a rain dance, River?"

“Positive. Why?” River asked before it started pouring down rain and purple lightning struck a stand.

“That’s why!” Helen cried out.

“Wait a second!? It’s not supposed to rain until next week!” Rainbow exclaimed with a look to the sky. “Or even start raining here! And why the hay is the lightning purple?!” She called before lightning struck her flank. “OW!” She yelped with her mane and tail frizz from the shock.

"Everyone, take cover!" Applejack as they all ran for cover but Helix couldn't stop looking at River to even pay attention. But then a purple lightning struck behind him as it kicked up some dust before they all saw something emerge from the dust.

It looked like some sort of creature as it let out some sort of growl while its eyes glowed purple. It stood up tall right in front of Helix just as Tomahawk saw it. "Does anypony want to ask that thing for an umbrella?" Helix asked nervously.

The creature stood there growling before it rushed off as the ground shook. They turned and saw a flood heading towards them. “Flash flood!” Tomahawk exclaimed.

“Everyone, we gotta get to high ground!” Venus called as some of them climbed on top of the buildings while others started climbing the side of the mobile base. Helix then saw River losing her grip when the flood hit before she got swept away by it.

"Help!" She cried out just as Helix activated his Omnitrix.

"Time for Overflow!" He declared before he pressed the two buttons and the core popped up. But when he slammed it back down, nothing happened.

"That function is not available." The Omnitrix spoke while beeping.

"Why not?"

"Uncataloged DNA detected." The Omnitrix replied which got him confused before he remembered that River was still in trouble.

"Okay, then I guess I'm going by myself!" He declared before he ran and jumped on a barrel floating in the water as he steered it right toward River.

“Help!” River cried out as Helix got closer and raised his hoof to her.

“Grab my hoof!” Helix called out as River reached out and grabbed his hoof as she was pulled onto the barrel with him before they saw they were about to crash into the wall. “Jump!” He called as the two jumped and grabbed hold of a wooden support beam as the barrel broke on impact from the wall as the two ponies looked at each other.

“Thank you.” River said with a relieved smile. “But can I--”

“Repay me? Forget it.” Helix said with a small smile. “I’m one of those leap-first look-second kind of colt.”

“That’s nice.” River said to him. “But what I meant was, can I have my hoof back now.” She said, which made Helix’s eyes widen as he looked down and saw that he was still holding River’s hoof as he blushed and let go as the two used both hooves to hold onto the ceiling until the flood and rain stopped.

What they didn’t notice was that the creature from before climbed up a tower and stole a satellite dish as purple lightning flashed before it suddenly vanished with the dish.






Later that night, after the rain cleared up and the flood passed, the entire group followed Tomahawk and River to the museum where he stared at a piece of art in one of the exhibits. "I never thought I would see one in real life." Tomahawk said with a serious tone.

"See what in real life?" Manny asked before they looked at a painting of would look to be some sort of wolf creature.

“A Yenaldooshi, Navajo werewolf.” Tomahawk revealed. “I thought they only existed in folklore. Their presence is a sign of pure evil.”

“You mean to tell us that a werewolf, and actual werewolf is out there?” Hope asked with a shocked expression. “Every creature in Equestria knows that they only exist in legend.”

“And yet, there’s one that is real.” Tomahawk said with a serious tone as he prepared his crossbow. “I must find it. I’ll tranquilize it, then bag it.”

"I'll come with." Delta told him.

"Same here." Flash spoke up.

"Count me in." Helix volunteered.

"I'm in on that." Manny spoke up.

"Me too, Grandpa." River said with a smile.

"You know only the male can be trackers, River." Tomahawk reminded her.

"Who made up that rule?" Rarity questioned.

“It’s been that way for centuries.” Tomahawk said to them. “Times may change, but traditions don’t. You girls will remain behind.” He instructed as River frowned and walked away.

“Now wait just a gosh darn minute…” Applejack tried to say, but Twilight stopped her.

“Their land, their rules, AJ.” Twilight said with a frown. "We have to respect that."

"But still, that's so not cool." Rainbow complained. "I was all ready to kick some werewolf butt."

"If it makes you feel any better, I'm staying behind too just in case that thing shows up in the village again." Venus mentioned just while Helix was looking over at a disappointed River.

"River really seems bummed out about this." He mentioned to the young group. "Maybe I should try and cheer up before I go."

“Since when do you care about what girls care about?” Misty questioned before she realized what’s up with her cousin as her eyes widened. “Unless you like her!” She said with a smirk as Helix’s eyes opened in shock as the others turned to Helix in surprise.

"W-What?!" Helix exclaimed in surprise while blushing hard.

"Oh man, you do!" Sandbar spoke up. "You like like her."

"No, I totally don't!" Helix denied it.

“Helix got a crush! Helix got a crush!~” Gallus teased with a smirk.

“So not!” Helix denied.

“So do!” Smolder teased.

“So don’t!” Helix said as he turned his head away with a huff.

"Why green pony afraid of feelings?" Yona asked with confusion. "Isn't it okay to like another? And green pony don't have crush."

"No, he loves River." Manny whispered to her. "He's just too proud to admit it."

“I heard that!” Helix called, which made Manny flinch. “But… if you girls are hanging around with River…Uh, can you do me a favor?”

“What?” Silverstream asked in wonder.

“Sort of let it slip how cool I am. You know, like that you’re lucky to have me for a friend or cousin.” Helix said to them.

“So basically, you want us to totally lie?” Misty asked with a brow.

“Okay, one, it’s not a total lie since I am a good friend.” Helix said while gesturing to the others. “You on the other hoof, cous, sure.” He said with a shrug as he walked off.

“Helix is really lovestruck the second he saw that unicorn.” Flash whispered to the others.

“Well, he wouldn’t be the first.” Twilight said while looking at Spike with a smirk. “Because he reminds me of a certain dragon I know who has a crush on another unicorn.

“Hey! I do not!” Spike exclaimed with his arms crossed.

“Yeah, we know, Spike.” Rainbow said with a chuckle before noticing Zs’spoocy, Helen, and Attea glaring at River. “What’s their problem?”

"Nothing." All three of them said with a jealous tone as they just walked away.

"What was that about?" Flash asked with a brow.

"You're a colt, so you wouldn't understand." Twilight told him. "You just go and find that werewolf."

“Uh, okay?” Flash said as he and Manny walked off to the exit.





We soon see the five of them far outside the village as Tomahawk finds some fur on the ground and inspects it. "You know, this kind of reminds me of when you and my father went after the yeti up in the Frozen North when I was starting out." Delta mentioned.

"Wait, you're a Plumber too?" Helix asked Tomahawk in surprise.

“Was.” Tomahawk said as he stood up after inspecting the ground. “It appears the prints lead this way.” He pointed ahead through a cavern.

“Well, we better get hunting." Flash said as they followed the trail.





Back in the village, the rest of the group are sitting on a balcony of a building. “So, I guess Helix saved you.” Helen said with a forced smile.

“Yeah. He seems okay.” River said with a small smile.

"What kind of 'okay'?" Zs'spoocy asked her. "Like 'Okay and cute' or 'Okay and…' I don't know…?"

"Just okay." River replied with a shrug.

“Really?” Attea asked with a surprise tone before they heard howling in the distance.

“You think that was the werewolf?” Fluttershy asked nervously.

“It sure sounds like it.” Venus said with a serious tone as he turned to Hope. “You know, if Tomahawk even saw you and the others how good you really are, they would’ve found the wolf by now.”

“Yeah. You’re right, Venus.” Hope said before she gave a smirk. “How about we prove it to him.”





Back in the desert, the five males are looking below as they see the werewolf tearing apart some machinery and satellite disks he collected. Tomahawk took out the crossbow and aimed right for the werewolf but it heard him about to pull the trigger as it was growling.

When Tomahawk fired his dart, the Werewolf dodged and it then sprinted towards them as it jumped over the five and landed on a pillar as it revealing its true form, his fur was black mixed with blue while his eyes were purple and had spikes from his shoulder and elbow as he growled and charged at the group, causing them to fall.

Helix looked at his Omnitrix and activated it. “Well, time to go pure Jetray!” He called as he slammed the core down, which shocked Tomahawk at what he saw, but it wasn’t Jetray as Helix transformed into Swampfire. “Oh, man!” He called as he threw seeds at the side of the wall below them, which created vines that caught Manny, Flash, Tomahawk, and Delta as he then shot some vines to the top as he lowered the four down to safely on the ground while they looked up and saw Swampfire going back up.

Tomahawk looked in shock as he turned to Flash, Manny, and Delta, who were giving sheepish smiles. “Uh, yeah, we know.” Delta said sheepishly. “We have some explaining to do.”

With Swampfire, he swung back up to the top as he landed on the ground and looked around and saw the Werewolf was gone.





The werewolf was seen climbing up the side of a cliff as it reached the top before vines quickly shot out and wrapped around it. Swampfire then stood in front of it with a smug look. "Tag, you're it fang face." He told it before getting a better look at the werewolf. "Boy, you sure are one ugly werewolf." The werewolf managed to get its muzzle free before biting Swampfire on the arm. "Gah! Okay, so you want to play dirty?" He questioned before he hit his Omnitrix and switched to Jet Stream.

He then grabbed the werewolf by the tail as he flew around and dragged it behind him before throwing him towards the ground. "Going down!" He quipped as the werewolf crashed into some rocks before he landed.

Jet Stream was about to have more fun with it before the Omnitrix started beeping red. “Oh, not now!” He cried as he timed out and transformed back as the werewolf turned to Helix. “Uh, that fangface nickname and saying you are ugly before, I meant it in a nice way.” He said nervously as his Omnitrix beeped again.

“Uncataloged DNA detected.” The Omnitrix said as Helix looked at it in confusion.

“What DNA?” Helix asked, but the werewolf charged at him, which Helix dodged a swipe as he ran off with a scream, but the werewolf rushed up to him. Helix screamed before the werewolf managed to scratch the Omnitrix, which sent Helix flying as he crashed into the ground.

“Helix!” Delta yelled as he, Manny, Flash, and Tomahawk rushed up to him. But saw the werewolf had escaped as Helix stood up. But then he saw that the Omnitrix was glowing yellow and the dial was turning by itself, which he just shrugged it off as he walked up to the others.





Back at the mobile base, the others regroup as the adult ponies and River chat with the locals while Helix looks at River. “So, did River say anything about me?" He asked the group.

"She said you were okay." Helen told him.

"Good okay or bad okay?" Helix asked.

“Helix, she just says you were okay.” Attea said to him. “While she appreciates you saving her life, that’s all she just said.”

“Seriously?” Helix asked again.

"Look, just don't seem overly interested." Ocellus advised him. "Females can totally sniff out desperation a mile away and be you."

"Yo, where are those ponies going?" Manny asked when they saw a group of ponies walking away with their saddlebags packed and a wagon full of their stuff.

“Off the reservation.” Tomahawk said to them. “They fear the Yenaldooshi’s return and with tonight’s full moon, its power would be greater than ever.” He said as he walked towards them.

“Well, after I went Swampfire and Jet Stream on it, I’m sure it’s long gone.” Helix said to them.

"My grandfather told me when you did." River told Helix as she walked up to him before looking at three of the girls. "And you can take off those masks, Manny already told me that you're aliens. By the way, thank you for saving my grandfather, Helix."

"Yeah, it was no big deal." Helix said with a smile. "But I can tell you all about the watch and everything if you like. I can even tell you about the stuff I did over the summer with it."

"That sounds nice." River said with a smile as the two of them went for a walk while Helen, Attea, and Zs'spoocy took off their masks and looked surprised at her.

"Oh sure, now she's interested in him." Zs'spoocy muttered with a jealous tone.

“I think she’s trying to get his attention after learning about the Omnitrix.” Attea said with the same tone and giving a look.

“That’s like taking Helix’s advantage on him.” Helen growled while clenching her fist.

“So, what things have you done, Helix?” River asked as Helix started scratching.

“Pretty much a lot with me and the others, and I mean a lot.” Helix said as he kept scratching. "Like taking down criminals, kicking flanks and taking names, stopping alien invasions, saving all of ponykind…"

"Scratching yourself like a monkey?" Misty asked as she was mocking him by acting like a monkey.

“Seriously, Misty?” Venus questioned with a look, “Can’t you ever stop mocking your cousin?”

“What? It’s part of my charm.” Misty said with a shrug as Heloix kept scratching hard.

“Are you okay, Helix?” Fluttershy asked in concern. “You’re scratching so much.”

“Yeah. I’m fine.” Helix said to her. “Just can’t stop itching for some reason.” He grunted before he walked up to his cousin. “Misty, can you help scratch my back for a sec?"

"My hooves on your back?” Misty questioned with a brow. “I would rather have them be burned off." Helix then got on the ground as he scratched his back hooves before using one of them to scratch behind his ear when his coat turned into a dark blue color.

"Uh Helix, your coat just turned blue." River told him before they all saw him changing again. “And your face looks--"

"Handsome? Yeah, I get that a lot.” He interrupted her without even noticing the changes.

"I was going to tell you it looks really hairy."

"Helix, what's happening to you?” Helen asked with worry as his ears became pointy before he finally noticed the changes.

"I…I don't know!" He exclaimed with a fearful tone.

“So, this isn’t one of your alien heroes?” River asked in wonder.

“No-o-o-o!” Helix howled to the moonlight as he sat on the picnic table as he noticed his front hooves were now claws while his back hooves were now feet and they had sharp nails. “Okay, this is so not one of my aliens!” He exclaimed as Azmuth was inspecting the Omnitrix.

"Helix, did you get bit by the Yenaldooshi when you fought it?" Tomahawk asked him with concern.

"Only when I was Swampfire, but it didn't even break the skin, or should I say the bark." Helix replied with a slight chuckle at that joke.

"This is no joking matter, the Yenaldooshi can create others in its exact image and when it does, those followers will seek to destroy those closest to them." Tomahawk warned him.

"Then it's a good thing we don't like each other, right?" Misty asked nervously.

"But I don't understand." Azmuth spoke up with confusion. "If he is turning into one of them, the Omnitrix should be repairing his DNA. Once the Omnitrix has fused with the DNA of its wearer, it's able to fix any genetic damage to the wearer's species. But something must be wrong because it's not responding."

"So if the Omnitrix can't unwolf him, what can we do to stop it?" Flash asked Tomahawk.

“The only way to reverse its spell is to stop the Yenaldooshi.” Tomahawk said.

“With a silver bullet?” Helix asked nervously while Fluttershy gasped.

“That is so extreme to a creature!” Fluttershy cried out.

“Don’t worry, that trick only works in the movies.” Tomahawk said, which made Fluttershy sigh in relief. “You must dip a silver pendant in the juice of the Arbol el Matrimonio cactus and place it against its heart, and we must do before tonight’s full moon, or you could remain like this forever, Helix.” He finished, which made Helix gulp nervously.

“Forever?” Helix asked dreadfully.

“Okay, I will not have our son be a wolf forever!” Dust exclaimed.

“The Navajo also believe that the Yenaldooshi is a god.” River said optimistically.

“You know, a little extra fur isn't so bad.” Helix said, seeing the bright side of that idea.

“We are changing you back and that’s final, son.” Delta said firmly, which made Helix sighed in disappointment.

“I will get the pendant.” Tomahawk said as he walked off as Helix’s stomach growled.

“Hey, is anypony else hungry?” Helix asked while clutching his stomach before seeing a cow close by.





Inside the mobile base, Fluttershy had stopped Helix from going after that cow but was putting eggs in a bowl before pouring milk on them while Twilight and the others were looking up any information on the cactus. He licked his lips before going headfirst into the bowl as he literally wolfed down the eggs and made a mess.

“Huh, Helix.” Smolder said as Helix looked up and saw that the group either took cover from his messy eating, but River was covered in milk and yoke while giving Helix a brow.

Helix gave a nervous chuckle as he picked a napkin with his mouth. “Uh, napkin?” He asked as River shrugged and accepted it.

“You know, even if it was an accident, that was a funny sight.” Zs’spoocy whispered to Helen and Attea in amusement as the three giggled silently.

"Got it!" Twilight exclaimed as she found the information for the cactus they seek. "The Arbol el Matrimonio."

“Sweet.” Rainbow said as Helix rushed past them and went into the fridge.

“Let’s see what else I can wolf down.” Helix said as he poke his head over to them. “Get it? Get it?” He asked in amusement.

Pinkie and SIiverstream laughed at his joke. “Oh, good one, Helix.” Silverstream said through her laughter.

“Hahah! Glad that your sense of humor hasn’t changed!” Pinkie laughed.

"Less joking and more…" Twilight was about to tell them before she trailed off when they saw him grow in size and started standing on two legs while he looked more wolf-like. "Oh boy…" She muttered as Helix continued to wolf down the food in the fridge.

“You’re looking more and more like the Yenaldooshi.” River said to Helix as he finished eating with a huge gulp.

“Well, I still feel like just me.” Helix said with his voice a bit deeper as he sniffed something and rushed out as he jumped on top of the mobile base before spotting something with his night vision. He saw a rabbit, which he chased after as the rabbit ran down a hole as Helix started digging.

Helix kept digging before he stopped and looked under himself as he saw the River was covered in dirt because of his digging while the others were left unscratched as River gave him a look. “Guess you can teach a new wolf dumb tricks.” Misty said in amusement.

"Oh I wish I had a camera to film that." Attea whispered to Helen and Zs'spoocy.

“Uh, sorry.” Helix said in embarrassment.

"We just got from some guards north of here, they were attacked by some sort of werewolf and it took some satellite equipment." Flash informed the others.

"And now that I think about it, that thing ripped off the receiver the village had here when it showed up." Helen mentioned before placing her hand under her chin. "What do you think it wants with all this stuff?"

“Clearly it’s angry that technology has invaded what it considers its sacred land.” Tomahawk said. “We need to find the Yenaldooshi and find it fast.”

“You won’t be able to look for both that werewolf and the cactus out there.” Rarity said to him.

“Yeah. How about you let us find the cactus while you find the wolf.” Twilight suggested.

“Yes, grandpa. Once we find it, we’ll signal you.” River said as Tomahawk nodded as he, Manny, Flash, and Delta walked off.

“Be careful.” Both River and Helix said, which surprised the group.

“That was weird.” Gallus muttered.

“And I think I’m gonna puke.” Misty said with a bored look.

"And officially the worst night of our life." Helen muttered with a look as Attea and Zs'spoocy agreed with her.





"The station is west of here." Flash informed as he drew an x on the ground before drawing three lines around it. "It's surrounded by lakes to the north, south, and east. So that means the werewolf went west."

"So how do we know for sure?" Manny questioned.

"Let me try something." Helix said before he let out a howl. A second later, that howl was responded to by one that came not too far from them. "He must be this way!"

The group followed Helix further into the canyon as they are at the side of a cave while inspecting it. “The footprint ends here.” Tomahawk said to them.

“But where’s my son?” Delta questioned before Tomahawk looked around.

“I sense its presense.” Tomahawk said as the five stood ready before Flash saw something in a cave.

“There!” Flash called as the werewolf figure came out as Manny tackled it, but what he saw may look like the werewolf, but it has green eyes with a bit of Helix’s features.

“No, it’s me! Helix-Wolf!” Helix howled at them as he spoke.

“Oh, Helix! Sorry, man!” Manny said as he let go of Helix.

“The transformation is complete.” Tomahawk said with a serious look. “We need the catcus.” He said as he kneeled down and took out a flare gun. “We need to warn the others.” He said as he loaded the flare gun.





The other group are searching a cactus field for the cactus they are looking for. “The Canyon de Chelly is a sacred place. It’s where our spirits go.” River explains to them.

"Any signs of that cactus just yet?" Twilight asked the group.

“If by cactus, you mean the tons of cactus that looked the same all around us? Then yes.” Rainbow sarcastically said while gesturing to the cactus field around them.

"We've been searching for hours, and Helix might be a werewolf by now." Helen spoke up with a worried tone.

"Then maybe those spirits can help us find that stupid cactus." Misty said as she looked at the group. "Because I'm about ready to give up." But the moment she sat down to rest, she jumped and cried out in pain before landing face-first on the ground with her flank held high as on it was the thing they were looking for.

“The Arbol del Matrimonio.” River said with a smile as the rest of them tried not to laugh at what they just saw. “I guess the spirits work in strange ways.” 

“And painful ones.” Misty muttered while still on the ground.

"Hey, at least you found the gear for your cousin." Attea told her as a slight chuckle was let out before she quickly took a picture of Misty with cactus on her flank.

“What was that?” Misty questioned as she levitated the cactus out of her flank as she flinches.

“Oh, nothing.” Attea said before a flare was shot up from the sky, which got their attention.

“Over there!” Twilight called out. “They must be sending us a signal!”





Back with Helix and the others, they saw the flare get shot up. “I hope they found the catcus.” Delta said.

“Knowing Twilight and the others, they probably already found it by now.” Flash said before the Werewolf came up from behind them as it growled, which got their attentionas they turned and saw it as it jumped down and faced them.

“Who are you looking at, ugly?” Helix mocked.

“Helix, we need the cactus to destroy it.” Tomahawk reminded as the werewolf charged at them, but Helix quickly grabbed him and tossed him to the side.

“Yeah, but it doesn’t need anything to take us out.” Helix said before the werewolf got up and opened it’s muzzle, which split into four as a purple shockwave came out, which sends the group flying as they crashed into the wall.

“Guess it’s bark is worse than it’s bite, man.” Manny said while rubbing his head.

“Well, let’s fight it then!” Helix called as he and the wolf started fighting as they exchanged blows. But eventually, the wolf managed to pinn Helix down close to the edge as he struggled to break free.

"Get away from my son!" Delta told the werewolf before he swung a piece of wood right at its head. The turned to him with a growl as Delta back away as Helix stood up.

“Going XLRWolf.” Helix said as he was about to touch the Omnitrix, only to see that it was gone. “Wait! It’s not on my wrist! Where did it go?!” He exclaimed in shock as he looked around before he threw a rock at the werewolf, catching his attention as they glared at each other before the two wolves started fighting again.

Soon the girls reached their location before running over to Tomahawk with the cactus. "Here you go, one cactus to take down a big bad wolf." Rainbow quipped as River handed the cactus to her grandfather.

Tomahawk nodded as he took out the pendant and douse the cactus juice in it as he then rushed up to the werewolf, who was being held down by Manny and Helix as he rasied it in front of him. The werewolf’s eys widened before he tossed the three away as the pendant landed on the ground and in front of Hope.

Hope picked it up and gave a determined expression as she rushed up to the werewolf, who Helix held down again as she placed the pendant on its chest. But shockingly to their surprise, nothing happened as the werewolf was unharmed. “Wait, shouldn’t this wolf be toast or something?” Hope asked as she backed away.

Soon the wolf got free from Helix's grasp and started to climb up the cliff. They all watched as it got away before Tomahawk looked at the pendant. "I don't understand, that should have worked." He said with a confused tone. "Why didn't it?"

"Mr. Tomahawk, maybe the pennant didn't work because we're not dealing with a real Yenaldooshi, but something else." Zs'spoocy spoke up.

"But, it bit me.” Helix reminded her. “Isn't that why I'm like this?" But suddenly he felt pain coursing through his body as he got on all fours and let out a howl. Then suddenly, clothing started to materialize on his body as a green collar formed around his neck before the Omnitrix appeared on the front.

"Transformation complete, Lobaon DNA has now been scanned and active on playlist 5.” The Omnitrix said, which shocked the group.

“So, Helix isn’t a normal werewolf but an alien werewolf?!" Smolder questioned in shock.

"And I knew I've seen the Yenaldooshi somewhere before." Zs'spoocy spoke up with realization. "Maybe because it took me a while to remember because I was too little to even remember it. But a Lobaon is from my world, Anathtos."

"'Uncataloged DNA', that's what the watch said every time the wolf was around." Helix mentioned.

"Of course, why didn't I see it sooner." Azmuth said with realization. "Getting a DNA sample from Anathtos is impossible, that's why the Omnitrix was trying to get a DNA scan of it."

"Like how it got my DNA when I touched the watch before my father could possess Helix." Zs'spoocy mentioned.

"But how did I go alien then and how did I get its DNA sample?" Helix questioned.

"The capture mode, it is a mode that allows the Omnitrix to scan DNA that has not been coded into its system." Azmuth explained. "Tell me, did the Lobaon ever touch the Omnitrix?"

“Right, when we were fighting.” Helix said as his eyes widended about his fight with the Lobaon. “Both times he scratched the Omnitrix with its claws and it glowed yellow.”

“And alien werewolf.” Delta said in thought.

“Just when we thought this summer couldn’t get stranger.” Dust added.

"Wait, I just realized that's how I got Gax in the first place." Helix spoke up with realization. "Vilgax grabbed my hoof the Omnitrix on it and it glowed yellow after he let go. Oh man, if I knew that I would become a different alien if I let them touch the Omnitrix, I would let them do it a long time ago. I mean, there was an arena full of aliens and I didn't even think to let them touch the watch. Plus I’d be an awesome Megawatt."

“Well, right now, we’d just worry about you being just Helix.” Sandbar said.

“Not to worry.” Azmuth said to them. “After completing the Lobaon DNA transformation, the Omnitrix should timed out in time so Helix should revert back to normal.” He assured them as the ground then shook.

“Something tells me we may have some other worries, as well.” Tomahawk said to them.

"Let's find out what that werewolf is up to then." Twilight suggested as they followed the trail.





After a bit of walking, the group then found a cave as bats flew out, which caused the girls to scream in fright from the bats as the boys chuckled as they continued further down the cave tunnel before Misty smell something. “Do you smell that?” She asked.

“What? My wolf breath’s not that bad.” Helix said in defense.

“That’s sulfur smell.” Twilight said, recognizing the smell. “It is a sign of lava if the smell is close.”

"Yes, but the volcano around here has been inactive for centuries." Tomahawk mentioned before a light suddenly lit up behind them.

"So that's just fake lava, right?" Gallus questioned as they saw lava flowing towards them.

“No, that’s real!” Twilight exclaimed in horror.

“Run!” Applejack yelled as they all ran down the tunnel.

“It must have reactivated the volcano somehow!” Venus exclaimed as they kept running.

“Maybe it wants us off our land one way or the other.” Tomahawk said.

“Well, it most certainly doing a great job.” Hope said before they reached the end of the tunnel before they saw the bridge was out and lava was flowing below as the path was then blocked off. “We’re trapped!”

“We can fly, but those of us who can’t could be a problem.” Silverstream said to them nervously.

“Then it’s time to see how far this big-bad wolf can jump.” Helix said with a smirk as he grabbed River and Misty. “Who wants a ride?”

With one jump, he made it across the gap before setting the two down and jumping back. He grabbed Sandbar and Yona before jumping over the gap just as Manny followed behind. Then repeated with Applejack and Rarity while Manny carried Pinkie Pie and Dust while Helix then carried Delta and Tomahawk while that could fly flew over to the otherside.

When Helix jumped back for Attea and Helen, but then the path crumbled behind them as there was no room for him to jump high. “I’m gonna take both of you and I’ll need all the help I could get.” Helix said as he opened his muzzle and released a sonic green roar as he was lifted up and flew to the otherside.

Helen and Attea made it, but Helix overshot it as a familiar beep was heard and he fell from the edge as a bright red flashed shined. “Helix!” The two girls cried out as they rushed to the edge, seeing Helix back to normal while also holding onto a platform as the two girls lifted him up.

“Finally, the watch timed out." He said with relief before he pushed the two buttons to make the hollow ring pop up. "And check this out." He showed them the icon of his Lobaon form.

"You really did get its DNA." Zs'spoocy said when she saw the icon.

"Welcome to the team, Blizwolfer." Helix told the icon.

“Great name.” Helen said with a smile.





The group continued down the cave until they found hidden cavern tunnels around the area. “Look, a way out!” Spike called as they walked down the tunnel he saw.

“So, I wonder where all the satellite equipment he took.” Flash wondered.

"We may never know." Rainbow said with a shrug before they heard a familiar growling coming from behind them. They looked and saw the Lobaon, looking ready to attack them. “Really? Again?!”

The wolf then gave a howl as they all moved aside as Helix activated the Omnitrix. “Going hero.” He said as he slammed the core down. Helix transformed into a hulking, broad-shouldered alien covered in natural, yellow armor plating on his back, shoulders, and the backs of his arms. He is mostly white with black on his upper half and has four claws on both of his hands, having a color scheme and claws similar to that of a panda. He is covered in fur across the thickest parts of his body, while every other part except for his elbows and knees is short fur while the Omnitrix was on his forehead. “Whoa, I’m big and rolly.” He said as the wolf then started attacking him, but he was bounced back and fell to the floor. “And strong. I’ll call this, Cannonbolt!”

Cannonbolt then rolled into a ball as he ran over the wolf before bouncing up.  He then crashed into the ceiling and bellyflop ontop of him. The others looked before Cannonbolt was tossed over to them as his rear got stuck into a wall. He struggled for a bit before he managed to get out, but then lava started flowing out, much to their horror.

“We can’t let this lava go down the mountainside and reace the village.” Tomahawk said in terror.

"I'll seal it up, you all just get out of here!" Cannonbolt told them.

"Not without you!" Helen replied.

“There’s no time to argue! Go!” Cannonbolt called before the werewolf tackled him as the others were about to help, but the cave crumpled as it separated the two groups as Cannonbolt got tackled again.

“Helix! No!” The others cried out to him.

“Just go!” Cannonbolt called as the ceiling came down on him and the werewolf as the lava started flowing and the cavern is starting to collapse as they all ran out to the exit. Once they made it out, they turned and saw the entrance has been blocked.

“Helix…” Yona asked sadly before they heard rumbling, and coming out of the ground was Cannonbolt as he burst right through the sealed off entrance and landed right in front of the group.

"Oh yeah, shell power baby!" He declared with a proud tone as the others were relieved to see him all right.





The group soon returned back to the village where Tomahawk was talking to some stallions before he turned to the group. “Good news, it seems a few ponies are returning." He informed the group. "Thank you, very much."

"Eh, it was nothing." Manny bragged as he put two of his hands behind his head.

"But what did that Lobaon wanted anyway?" Zs'spoocy questioned. "And how did it get here in the first place?"

“Who knows? Since we never found any of that satellite equipment or the receiver, we can’t say for sure.” Delta said.

“Well, either way, we kicked its flank.” Helix said as he looked at his Blitzwolf icon. “And now I got a new DNA hero on my side.”

“Come in the museum.” Tomahawk said to them. “I can’t send you on the road without a few souvenirs.” He said with a smile as he and the adult ponies walked into the museum.

“It’s a long summer.” Helix said to River with a small smile. “Maybe we’ll see you again.”

"Look Helix, you're cute and all, but you're just not my type." River told him which really struck him right in the heart.

"W-What do you mean? I thought you liked me."

"Well, that was before you turned back into, well you." River explained.

"What's wrong with being me?" Helix asked her.

"Nothings wrong, and your alien powers are cool and all, but not as cool as you being Blizwolfer." River explained as Helen, Attea, and Zs'spoocy glared at her. "I thought I could train you, tame you, you know." That was the last straw for the three of them.

“Okay, okay! Enough, River!” Helen yelled as she pushed her away from Helix. “Helix’s a pony like you, not a pet!”

"You don't ever talk to him like that!" Attea added as she poked River. ”And his aliens are still him and we like him for him and not his aliens!"

“Not to mention, from the way you see him, he’s nothing but a pet to you, well guess what, sister, what we see with Helix is that we like him being himself!” Zs’spoocy added. “And if you don’t see it, you just blew it big time!”

“Oh well. Whatever.” River said as she began to walk off, but then Helen gave a smirk as she rushed River, then after a few moments, River was hanging by a wooden pull with a pair of underwear on her flank as she was left dangling in a hanging wedgie. “H-Hey! W-What gives?!” She called in pain when she felt the pain in her flank.

“When Rainbow asked if your dance was like you getting a wedgie yesterday, I decided to actually give you one.” Helen said with a smirk and hands on her hips. “That will teach you for saying that Helix is a pet.”

“Grr! You’re gonna regret that one day!” River yelled as she flinched and moaned in pain as she was left dangling by her underwear as Helen walked back to the group.

“You enjoyed that one, didn’t ya?” Manny asked Helen with a smirk.

“Most definitely.” Helen nodded with a smirk before they looked at the heartbroken Helix.

"Hey, you going to be okay?" Gallus asked him in comfort.

"Y-Yeah…" Helix replied with a sad tone.

"You know the thing about a crush, sometimes you're the one getting crushed.” Misty told her cousin.

“Yeah, dude. It can be hurtful.” Smolder added.

“But don’t worry. I think there are a couple of girls you can be you.” Attea said with a small smirk.

"You think so?" Helix asked as Helen held his hoof.

"We know so." She told him with a smile. “Just keep on being you, and maybe you'll realize that."

"But if that doesn't work, how else can I impress them as me without my aliens?"

"Simple, with two secret words.” Misty told him which piqued the boys' interest as the girls walked away from them.

"What words?" Manny asked but got no response.

“Yeah. What are they?” Sandbar asked as the girls kept going while giving smirks.

“Come on! You all got to tell us!” Gallus exclaimed.

“Because it would be really useful for us!” Spike added.

“Helen!? Attea! Zs'spoocy, come on!” Helix pleaded as the girls giggled at them.

"Boys." They said as the boys let out an annoyed sigh.

“Girls.” The boys coutnered while walking off, leaving River dangling in her wedgie.

“Uh, is somepony gonna get me down from here?” River called out, but they ignored her. “Hello? Anypony? This is starting to hurt alot!” She cried out, still feeling the pain.





Back in the caverns where the lava is flowing, in the cave, the equipment the werewolf stole was put together into one big satellite device as it powered on as the bats started flowing. Whatever the werewolf did, it built the device for a reason and maybe a more sinister plot.
> Chapter 30: Omni-Knights
> --------------------------------------------------------------------------

A rainstorm has hit as the mobile base was parked outside of a motel. Inside, the grown-ups were having a bit of rest while the young ones were looking bored as they looked out the window while four of them were playing a video game. "It's official, I've reached a new level of boredom." Smolder complained with a sigh.

“You said it, Smolder.” Gallus said while thunder clashed. “It’s raining cats and dogs out there, so we can’t even go out to explore.”

“At this point, even Helix’s stupid game sounds good.” Misty added.

"Hey, the Celestial Knights aren't stupid." Manny told her as he used a combo to strike down a few enemies in the game.

“Well, you think we could have a turn?” Smolder asked.

“Sorry, already have partners.” Helix told her as he and Helen did a combo move with their avatars. "Lady Blade, Run team!"

"Leader of the Celestial Knights." Helen told them as a large anthro Alicorn wearing gold armor and wielding a sword slashed through a few enemies with one strike. “Slam!” She called out.

“Is the coolest, kick! Celestia Knights, jump! Of all!” Attea added as she did her combo.

“So why would we want to play with you?” Helix questioned.

“To prove you’re not afraid of getting your Celestia flanks kicked by a bunch of newbies." Misty challenged before their game was paused and Attea pressed a button on the console they were playing the game on before a bunch of game controllers popped out.

“You’re lucky we have extra controllers so it allows multiplayers.” Attea muttered as they smirked.





After a bit of game-playing, Misty and the rest of the Young Six had already leveled up to where they were in just about a few minutes. “Oh, yeah! High score for the Misty Warrior!” She cheered.

"We're on the same team, Misty." Ocellus pointed out. "But I have to say, this game is really fun. All the different classes you get to pick for your character and everything."

"But why did you go with a mage instead of a warrior like us?" Gallus asked her.

"Yona like hammer Yona avatar has." Yona mentioned with a smile.

"I can't believe it took you guys only a few minutes to level up to where we are." Helen mentioned with a surprise tone.

"Ah, they must’ve just had beginner's luck.” Helix waved off. “Watch a real Celestial Knight work.” He said as he moved his avatar to a chest, but it exploded and a large dragon wearing dark armor appeared in the spot of the chest.

"Watch what, get his flank kicked by Navero, the Demon Lord shapeshifter?" Misty questioned with an amused tone. "Be careful, your life gauge is low and you only have two lives left." Helix quickly knocked her controller out of her Hooves as her character fell down a pit full of spikes and she lost a life. "Helix!"

“Careful you only have one life left!" Helix said mockingly.

"You kind of walked into that one." Smolder told her.

“Kids please!” Flash called while he and the adult ponies were sleeping. “We’re trying to get some sleep here.” He said with his eyes closed.

“Sorry, Flash.” Silverstream said as Helix then activated the Omnitrix and went Upgrade before he possessed the game console and made Misty’s score paints go down to zero.

“Helix Watch, you are such a cheater!” Misty complained. “You’re gonna get yours one of these days!” She called as she then started shaking Upgrade.

“Hey, put Helix down!” Helen called as she, Attea, Manny, Zs'spoocy, and the Young Six tried to get her to put it down. But then suddenly, a lightning bolt struck the mobile base before a surge of electricity went up to the game console and in a flash of light, all of them just disappeared as the game console was back to normal.

“Oh, finally. Some peace and quiet.” Spike said as he slept soundly while the game console let out some smoke.





Upgrade found himself alone in some sort of Village he didn't recognize before a few magic circles appeared around him. They then went up to reveal his friends and cousin, only his cousin and the Young Six were standing on their back legs as they had arms and hands. Not only that, but they look to be wearing a tire that their game avatars were wearing, along with the weapons their avatars were using. "Guys, what just happened?" Sandbar asked in confusion as they looked around and at themselves. "How did we turn into whatever we are now?"

“That big lightning flash must’ve zapped Upgrade and we round up in the video game.” Attea theorizes.

“We’re inside Celestial Knights: The Knights Rising?!” Upgrade asked before he lay down on the ground. “Awesome!” He called in excitement.

“You said it, Helix!” Manny said while cracking his knuckles. “This is like a dream come true!”

"Although, I thought that my avatar clothing would look much cooler." Attea mentioned as she looked herself over as they were just wearing protective padding over clothing that matched their colors outside of the game.

"And I'm not even a ghost anymore." Zs'spoocy spoke up as she was now a unicorn pony instead of an alien ghost before she noticed something else. "Whoa, and I can see your stats guys. You're all back to level one. Except for Helix, for some reason, he's above 100."

"Maybe when that lightning zapped Upgrade, it reset our avatars." Ocellus theorized as they can see each other's stats. "And the reason why Helix is over 100, it might be because his aliens are very powerful."

"Sweet!" Upgrade commented before they saw a gigantic flying creature hovering above the village.

“Not sweet for long!” Misty exclaimed as the flying creatures flew down and surrounded the group. These flying creatures then released pods as they landed around them before they burst and released would looked to be goblins made of metal.

“Robo goblins?" Manny questioned with a chuckle. "Yup, we are definitely in level 1 territory."

Then a bigger and armored robo gobin charged at them and grabbed hold of Upgrade, but Upgrade quickly possessed it as he then started attacking the robo goblins while the others used their avatars skills to fend them off. One of them tried to get Helen from behind before Upgrade quickly possessed it and shot out its circuits before moving on to the next.

 “This isn’t a challenge, it’s a slaughter fest!” Upgrade quipped in amusement.

"Oh yeah, it's really easy for you when you can control the whole gaming world as Upgrade." Misty pointed out.

"Jealous." Upgrade commented before he possessed another Robo Goblin with just his arm as he turned it into a cannon. "You guys might want to duck!" He called out as the others duck for cover as Upgrade fired at each one of the robo goblins and they all vanished while each showing 500 points. “Oh, yeah, the robo gods just knighted y'all!” He quipped.

"Nice one." Manny cheered before he looked around them. "So how do we get out of here?"

"Maybe since Upgrade can control everything here, he might be able to get us out of here.” Ocellus theorized. "But he better do it fast before he--" Before she could finish, the Omnitrix beeped red before they were blinded by a flash of red light and he transformed back into Helix.

"Uh oh." Helix commented before he noticed he was wearing a green shirt under some protective padding while he was wearing black pants. Not only that, but the Omnitrix had changed as well as it was now silver with green arrows and it was more oval shaped.

“You are such a dweeb!” Misty called before Zs’spoocy slapped her on the back of the head. “Ow! Hey!” She yelled while glaring at her.

“It’s not his fault the Omnitrix kept timing out at unexpected times, Misty!" She told her. "Quit blaming him!”

"She's right, so just chill out and let me go Upgrade again." Helix told his cousin before he pressed his two fingers on the buttons but the hollow ring didn't show up. "Okay, maybe it's not the time to chill."

"Uh, what happened to your alien icons?" Gallus asked they noticed the Omnitrix wasn't working.

“That’s concerning.” Helen said while looking at the Omnitrix. “It’s like the Omnitrix must’ve lost its alien icons when we got zapped into the game.”

Helix slammed down on the Omnitrix. “It doesn’t seem to be working either.”

"Great, now how long are we going to last in here without Up--" Misty tried to say.

"Now don't be blowing a brain gasket.” Helix interrupted his cousin before gesturing around the area. "I played this game like a billion times, so there's nothing that could surprise me here." He spoke too soon when a giant pod suddenly came down and crashed right on top of him.

“Helix!” They all cried out as Helix then appeared next to them when a magic circle went up next to them and he was looking dizzy.

“Oh. Okay, maybe I missed some surprises.” Helix said while rubbing his head before they noticed his avatar icon in his status was next to a number one. They then looked at Misty as her avatar icon had the same number. They then looked at each other as each of them had a number two next to their own icons.

"You and Misty are down to your last lives." Silverstream pointed out with concern.

“And something tells me that if we all loses our lives, it will be for keeps.” Smolder said nervously as they all moved aside before the giant armored goblin came up as they all rushed out of the way and started fighting them with their game combat skills. Robo Goblin then appeared out of the sky as they were preparing to fight yet again.

Helix quickly grabbed a nearby knife and used it as a sword to slash through some robo-goblins. "There's too many, and these items we have won't cut it!” Helix called out. "No pun intended!"

"Then we just need to find a…" Manny was going to say before they noticed a golden glowing chest on top of one of the tall buildings. "A Celestial Chest!"

“There could be some useful items inside!” Helen called as they all double jumped to the chest as Helen touched the chest and multiple items popped out. “Score! This chest has a jackpot of items we can use!”

"I call dibs on the Emerald Blade!" Helix exclaimed as he grabbed the blade and managed to strike down a few robo goblins with just one swipe.

"Then I got the Haven Staff." Ocellus said before she picked up a staff with a jewel in it before raising it up high as lightning bolts came down and struck the robo goblins.

"Then I get the Black Flame Daggers!" Smolder mentioned as she picked up a couple of daggers that looked like they were made out of black metal. She then charged at the robo goblins as they lit on fire before slicing them with one strike from each blade, then each goblin burst into flames until they were nothing but digital ashes.

“Well, let’s not have them have all the fun.” Manny said while cracking his knuckles.

“What? You’re not gonna get a weapon, Manny?” Helen asked with a brow.

“The only weapons I need are leftys and rightys. Two pairs of them!” Manny called as he charged down and slammed his four fists onto the ground, taking out a squad of robo goblins. Misty then noticed a golden piece of paper on the ground before picking it up and hummed with interest.

While the group were fighting, a bit shuriken flew in the air as it sliced the weapons and arms of the Robo Goblins as they looked up and saw Misty jumping towards them while catching the big throwing star in her hands and sliced the big Robo Goblin down and scored a boss bonus of 100,000 points. 

“Whoa! Where did you score the giant throwing star?” Silverstream asked in awed.

Misty sliced through another Robo Goblin. “I just followed the instructions.” She said with a smirk.

"This game came with instructions?" Helix asked as they finished up the last of the robo goblins and the sky suddenly shined bright. "I guess that means we beat the level."

"So, now what?" Zs'spoocy asked before an old stallion walked up to them.

"Oh brave warriors, you have saved our village." He said as the townsfolk suddenly appeared.

"Whoa, where did they come from?" Manny asked in surprise when they saw the villagers.

"They must be NCPs, non-playable characters." Misty pointed out. "I guess we progressed the game until he beat it?"

“Uh, I don’t wanna be in here until we lose all our lives.” Misty said with a look. “We need to get out of here!”

“Uh, yeah, but how?! We need Upgrade to get out of here!” Helix reminded her as he slashed some more Robo Goblins.

"Please help the rest of the realm.” The NCP stallion asked the group as he held out a map. "The rest of the Celestial Knights have all been captured, except for Lady Blade. The Demon Lord will certainly take over if you do not help her. Please take this map so you'll know where you're going."

"Looks like we don't have a choice." Ocellus said as she took the map. "Looks like we're going have to play on. And who knows, maybe we'll get to meet Lady Blade along the way."

“You mean to find Lady Blade?” Helix asked with a smile. “Oh, this is gonna be so awesome to see the leader of the Celestial Knights!”

“You said it, bro!” Manny said as he and Helix shared a high-five while the others gave amusing smirk.





A bit later, the others are following Ocellus as they walk down the path while following the map. “Okay, there are some areas on this map that are covered in some sort of black substance, and the village we just came from is all clear of it.” She told the group.

“I think the map either has a bug or maybe it’s unfinished.” Smolder complained with her arms crossed.

“No, Smolder.” Attea spoke up with rolled eyes. “It means that the map is telling us there are either some enemies that are invading some areas or there unexplored that we haven’t ventured in yet.” She explained.

“Okay. So how do we find this Leader of this so called Celestial Knights?” Misty questioned with a brow. “For all we know, she could be anywhere or captured as well.”

"Maybe she'll find us, after all, Lady Blade is the most powerful Celestial Knight there ever was.” Helix mentioned. "She's so powerful, that the only one who is equally strong as her is the Demon Lord, Navero."

"You said it man!" Manny agreed with him. "So, where do we go first?"

"Maybe we should do like side quests and level ourselves up before we take on any bosses." Ocellus suggested. "We're at a low level and not a match for any higher level enemies."

“Yeah, because we’re already as low to even handle a frog, no offense, Attea.” Helen quickly said while checking her stats. “And right now, I’m at level 6 of my status after fighting those Robo Goblins.”

"Oh yeah, I'm at level 7." Attea pointed out with a smug look.

"Or maybe we all split up in groups and each take a side quest, that we will all level up faster." Silverstream suggested.

“So we beat up more baddies or do some quests to get stronger?” Gallus asked before he smirked. “I call fighting bad guys!”

“Same!” Smolder raised her hand next.

“Yona love to smash!” Yona cheered.

“I call the punches! Quests take too long!” Manny said while punching his knuckles together.

"Hey, doing a quest can help us get more powerful items." Helen pointed out.

"Plus, some quests involve beating up the bad guys." Helix added.

After a moment, the eager group shrug. “Well, when you put it that way.” Smolder said with a shrug. “So, where do we start?”

“If the map is correct, there should be a quest nearby.” Ocellus said while looking at the map again. “It should be up that hill.”

“Well then, let’s go.” Zs’spoocy said as they all walked up the hill further up. However they found out that the hill was much steeper than they thought it'd be as it turned out to be a mountain instead. "Were you reading that map right?!"

“I am!” Ocellus exclaimed. “It saids that we would be arriving at the quest by now!” She said in defense. “It should’ve been over this hill here.” She said before she looked closer and noticed something. “Uh, or should I say, over this mountain?” She said sheepishly.

"You were holding the map up-side down, weren't you?" Manny questioned before they felt rumbling beneath their feet. Soon the ground burst and a bunch of ice goblins emerged from the snowy ground.

“Ice goblins!” Attea exclaimed.

“Ice goblins?! I thought the goblins here are just robotic ones!” Sandbar exclaimed.

"There're many different goblins throughout the realm of Celestial Knights, you would have known that if you paid attention to how I was explaining the series!" Helix exclaimed as they dodged some ice attacks from the enemy. Since these were higher level enemies, they had no choice but to scatter and run away from them as they dodged each blast. They jumped over some gaps or up on some cliffs until Helix spotted a Celestial Chest sitting on a piece of ice up ahead, only this one was more green and white. “A Celestial Chest!”

“Good eye, Helix!” Manny called out as he kept punching a few ice goblins away. “Go for it! We’ll cover you!”

He nodded in response before he jumped over to the chest and opened it with his sword. But instead of items popping out, a familiar green icon hovered above him. “Hey, that looks like Humungousaur.” He said, seeing one of his aliens before looking at his Omnitrix. “I wonder...” He started before he jumped up and touched the icon, which gave a flash as it entered the Omnitrix as he activated it and the Humungousaur icon appeared. “Sweet.” He said with a smirk as he slammed the core down.

Humungousaur looked similar, but now he had silver armor on his shoulders, knees, head, and at the end of his tail that looked like he was holding a spiked ball. He then noticed some ice goblins coming around before swinging his tail to destroy each and every one of them. "Oh yeah, now you're in big trouble!" He said with a smirk.

Just then, another figure jumped down, which Humungousaur recognized as he saw that it was an alicorn golden coat and a bright white mane. She was wearing gold and dark blue armor while she wielded a golden sword. "Lady Blade." He said in awe.

“How do you know my name, giant creature?” Lady Blade questioned with a firm tone.

“I’m your biggest fan!” Humungousaur said, fancolting out at seeing his idol. “I know all your stats! You are the Leader of the Celestial Knights and was adopted by a farmer family when you were just a foal! You have awesome intelligence, agility, and powerful attacks! And you are the most powerful one in all the lands!”

“Enough!” Lady Blade yelled, which made Humungousaur flinch. “Are you or are you not a shapeshifter?”

“Uh, I-I guess I am if I just change forms.” Humungousaur said in confusion.

"Then you can only be the Demon Lord himself, Navero!" She declared before she raised her blade up high. "GOLDEN ANGEL!" Her sword glowed bright before slamming it down on the ground to cause it to give in as Humungousaur started to fall. He yelled before crashing on the ground and rubbing his head.

"I know I should be upset about that, but it looks so cool to see it in person.” Humungousaur mentioned before he saw Lady Blade falling towards him with her blade pointed right at him. “Wait!” He called as he avoided her blade. “I don’t wanna fight you!”

“You cannot trick me, Navero!” Lady Blade called. “I will not rest until you are defeated and my Celestia Knights are rescued!” She declared as Humungousaur dodged an Ice Goblin and punched it away, which nearly hit Lady Blade before she avoided it.

“But I’m not Navero!” Humungousaur stated. “I’m Helix! I’m a good guy!”

“I don’t believe you!” Lady Blade said as she jumped towards her with her sword raised, but Humungousaur quickly used his wave to send out a shock wave, sending her flying as she used her sword to stop herself.

"But it's true, I own every single Celestial Knight comic book, doubles of every trading card, I even eat your cereal for breakfast." Humungousaur told her.

"I shall not be tricked by your double talk, demon!" She declared as she charged at him and started to swing her sword but he dodged each attack. He then noticed some big giant birds that looked like they were made of eyes as they did a nose dive right towards them.

"Look out!" He told her before he quickly pulled her in and used his own body as a shield as each bird crashed right into him.

Lady Blade looked at him in surprise. “You… saved me?” She asked in surprise.

“I’ve been trying to tell you, I am not Navero.” Humungousaur said as he unshielded her. “I just happen to have similar abilities like him.” He added before he saw the others still fighting the Ice Goblins. “And it looks like my friends need my help!”

"Hey, isn't that…?" Sandbar asked when they saw Humungousaur.

“Humungousaur?!” Misty asked in surprise.

“Looks like Helix found one of his aliens.” Helen said with a smile as Humungousaur jumped up and started fighting the Ice Goblins while Misty joined in while fighting off a squad of them while the others fought more and Lady Blade looked in awed.

“Who are those magnificent warriors?” Lady Blade asked.

"Those are my friends, except for Misty, she's my goofy cousin.” Humungousaur answered before the group got in front and aimed their weapons at Lady Blade.

"Back off, he's with us!" Helen told her.

"Hey wait, you're Lady Blade!" Manny pointed out with excitement. "Oh man, this just got a whole lot better!"

"So, you all are indeed friends with this creature?" She questioned them.

“Yes. We are.” Attea said to her. “I’m Attea, this here is Helen, Manny, Zs’spoocy, Smolder, Misty, Silverstream, Gallus, Yona, Ocellus, and Ocellus.” She introduced.

“I am Lady Blade.” Lady Blade said with a bow. “You all fight like champion warriors.” She said before more Ice Goblins and Frozen Birds rushed towards them.

"Just watch what all of us can do as a team." Humungousaur told her before he turned to Manny. "Ready for the old football throw?"

“Dude, you ready my mind.” Manny said as he and Humungousaur charged in and Humungousaur caught one of the Ice Goblins and tossed him to Manny, who caught it as he then used his four arms to lift it up. “Helix, go long!” He called as he threw the goblin into the air.

"Actually, I'm battering up!" Humungousaur quipped as he swung his tail and knocked the Goblin right into the Frozen Birds. "Home run!" He then heard the Omnitrix beeping as he then timed out and turned back into Helix. “Yeah, I should've seen that one coming.” He muttered with his arms crossed.

“That was quite an impressive teamwork you pulled there.” Lady Blade said to the two.

“Thanks. Coming from you it’s quite an honor.” Manny said with a smile.

“So, what are you waiting for, doofus?” Misty questioned her cousin with a brow. “Go Upgrade and zap us out of here!”

“Misty, if you were even paying attention, I can’t!” Helix said as he activated the Omnitrix again and showed him the Humungousaur Icon. “Only the Humungousaur Icon was inside that Celestial Chest.” He said as he turned the dial to show a blank screen and turned back to Humungousaur again as he repeated the process. “My aliens must’ve become power ups when we got zapped out of the watch, so Upgrade could be anywhere on any of the different levels."

"I don't think just anywhere.” Ocellus mentioned as she pulled out the map and pointed to one spot on it. "It looks like it's on level 25, in the Arena of Champions."

"We'll never make it to level 25 at this rate, unless…" Gallus mentioned before he looked at Lady Blade with an idea. "Do you know any cheat codes that can get us there faster?"

"A true knight never cheats!" She told him firmly. "However, I do know a shortcut. But a knight must always complete a quest and never abandon one. You must be prepared for anything, for the journey is long and treacherous."

"So I guess we're finishing this side quest before doing the rest of them." Helix said with a shrug before he looked at Ocellus. "By the way, what exactly is this quest?"

"Well, I originally had planned to do a goblin camp raid but it looks like we're doing the ice dragon's lair which is just up ahead." Ocellus replied.

“Guess we don’t have much of a choice, thank you very much.” Misty asked sarcastically.

“Well then, let go slay a dragon, no offense Smolder.” Gallus said as Smolder growled at him.





A bit later, the group walked up to the cave with Lady Blade taking the lead. “From what land do you all hail, young warriors?” She questioned them.

“It’s a bit complicated and hard to explain.” Helen said uncertainty.

"Man, is it just me or did it just get colder in here?” Many questioned as the air felt colder than it did before.

"We are getting closer to the Ice Dragon, so it's not that much of a surprise if it's getting colder. Ocellus told him before they came to a large chamber filled with many treasures and a sword that was stuck in the ice in the middle. Said sword looks to be made of some sort of white material while a rose was carved into the guard of the sword.

"Ah, the Blue Rose Sword, a powerful yet ancient item." Lady Blade said with a smile when she saw the sword. "It is said that the material that made the blade is a complete mystery, yet it holds very powerful magic within."

“Whoa, cool!” Smolder said in awed. “I call dibs!” She called as she rushed towards it, but a blur ran past her as Helen appeared next to the sword while holding the handle.

“Too slow, Smolder.” Helen said with a smirk and a hand on her hip.

“Grr, speedy freak.” Smolder muttered as Helen pulled the Blue Rose Sword out of its place and held it up while inspecting it. But she found it was harder to pull out when she tried.

“Wow. It's heavier than it looks.” Helen said while looking at the blade before they all felt rumbling beneath their feet again. Soon the walls of the chamber started to break before something emerged from it. They all stepped back as a giant ice dragon came out and let out an earth shaking roar. “And the ice dragon is here.” She muttered a bit scared.

“You think?!” Gallus called before he was squished by the ice dragon’s giant paw.

“Gallus!” Silverscream cried out, but Gallus appeared next to them from the magic rings.

“Oh boy. That felt weird.” Gallus muttered before he saw his light speck go out, leaving him down to one. “Oh drats! I got one life left!”

"Look out!" Manny called out before he pushed him out of the way of an ice breath.

"Smolder, your daggers!" Helix called out.

“Yeah. So?!” Smolder questioned with a look.

“Use them!” Helix yelled while dodging an ice breath. "They have fire magic, and what does fire do to ice?!"

“Oh right! Cool!” Smolder said as she took out her daggers, which burst into flames. “Okay, I am so loving this game.” She said before she then flew straight towards the Ice Dragon and did a few slashes on its face, which made it roar in pain. “Sweet! Ice and Fire don’t mix!”

The ice dragon then glared at her before releasing some spikes from its back. Smolder quickly dodged each spike before they burst and turned into mini versions of the ice dragon. "Radiant Barrier!" Lady Blade called out as her sword glowed and created a barrier between the enemy and the group. "This won't hold for long, we must find something stronger to defeat the ice dragon!"

"Like a fire alien?" Zs'spoocy asked when she spotted something in the cracks of the wall.

"But that sounds like…" Helix said before she pointed towards the wall and he saw another one of his alien icons, one he's all too familiar with. "Heatblast!"

“Now we can get the extra fire power!” Attea added before the ice dragon bang harder on the barrier, which is causing it to crack. “And you better get that icon fast, Helix!”

"Oh three, ready?!" Helix called out as they all nodded in response. “One…” He started as the cracks grew farther, “Two…” He continued as the barrier was about to break. “Three!” They then yelled as they charged right before the barrier collapsed as the others fought the Ice Dragon while Helix ran under it while running towards the Heatblast Icon. “Time to turn up the heat!”

When Helix touched the icon, he slammed the core down quickly and he transformed into Heatblast. Heatblast is now wearing clothing similar with shoulder pads, knee pads, with a black suit. “A Heatblast that is.” Heatblast quipped as he unleashed a barrage of flames right at the mini dragons before he looked at the bigger one. He used his own flames to fly around it while throwing a bunch of fireballs right at its head.

The Ice Dragon roared in pain as it kept being hit by the fire barrage. “That’s it, Helix! Keep up the heat! You’re really smoking it!” Helen called out before ducking under the tail of the ice dragon. They then saw its chest opening up and a bright blue core right in the center of it was shown. It then unleashed a powerful ice beam right at Heatblast as he tried to counter it with his flames. He skidded back a bit as he struggled to hold on before he was being pushed back by the beam. "Helix!" She called out in concern before she raised over to the sword as she made her way to the Dragon and grabbed onto the hilt of the blade. With one single pole, she managed to Unsheathe the blade from the ground and jumped right onto the dragon's back before stabbing it with the blade.

The Ice Dragon roared in agony as it stopped it’s firebreath, which gives Heatblast the chance to finish it off as he shot a powerful fire beam at its core as Helen quickly got out of the way as the ice dragon began to crumble and turned into shards of dust as it faded away.

“Whoa. Now that’s a crazy way to end a dragon.” Smolder muttered in shock by what she just saw.

“That was a wonderful skill and bravery you all did.” Lady Blade said to them. “You all have greater markings for Celestial Knights.”

“Why thanks.” Helen said with a smile. “We do make a pretty good team.” The sword then started to glow before it blinded everyone. When it finally died down, Helen was suddenly wearing light blue armor and there was a sword scabbard on our back. "Wow, this is so cool!"

"And with all this loot around us, we can probably buy and upgrade our armors and weapons so we would be better prepared for this shortcut." Heatblast pointed out.

“Hey, he’s right! We have all the loot we need to get stronger!” Manny called out. “We should get started before continuing on!” He said.

“Well, you all better get started.” Lady Blade said as they all started collecting loot so as much as they could carry.





A bit later, the children have all gathered enough loot and started using them to upgrade their stats by buying skills, weapons, and armor while also leveling up while Helix is still Heatblast. After a couple of minutes, they finished leveling up and they were wearing new sets of armor, including Helix who timed out not too long ago.





Lady Blade soon led the group towards an ancient Temple as they were walking down a hallway. Helix stopped for a moment to look around and had a surprise look on his face. "Wow, I've never been to this part of the game before." He mentioned after stopping and looking into a room before he went to catch up with the others. Little did he knew that something in the shadows was following them.

“Game? This is no game.” Lady Blade said while turning to them. “The fate of the entire world hangs in the balance if we don’t rescue my comrades.”

“I know, I know.” Helix said to her. “I read the back of the box.”

“The back of the box?” Lady Blade asked in confusion before Misty grabbed her cousin and turned him away from Lady Blade.

"Don't you see, she doesn't know she's a program in some sort of game." Misty whispered to him. "This is all real to her and everything."

"So, what are we going to tell her when we find the Upgrade icon and get back home?" Sandbar asked.

"Nothing, I don't even know what would happen if we do.” Ocellus mentioned before Manny saw something right above them.

"A Celestial Chest!" He called out before he jumped up and hit the chest. The moment it was gone, a blade bow came down and Silverstream quickly caught it.

"Thanks for the Celestial bow." She thanked Manny before a hidden room suddenly opened up to them and they saw a bunch of coins with the Omnitrix symbol on them.

“Who needs it? We just hit the Omnitrix jackpot!” Helix said as he rushed towards one of the coins.

“Careful! One may be a trap!” Lady Blade called, but as Helix touched one of the coins, a laser was shot out, which hit Lady Blade as she vanished, which made the group look in shock before she reappeared as one speck disappeared, indicating she lost a life.

"Sorry!" He quickly apologized.

“It doesn’t matter.” Lady Blade assured. “My life is nothing in the quest to rescue the Celestial Knights and stop Navero.” She said as they continued on before they reached a chamber with a statue at the end. “The chamber of the Celestial dragon will grant access to the level of your choosing, but only if you solve the riddle.”

“The key names your weapon, but only by sight. When uttered as vow, a gesture polite.” The statue spoke up with it’s eyes glowing red.

“What do you suppose it means?” Ocellus asked.

"Beats me." Helix said with a shrug before he saw a familiar icon next to one of the pillars. “But I know what that means, good old Chromastone! I'm getting luckier and luckier with my alien icons!" Just before he could reach the icon, the pillar behind it it's only transformed into a giant serpent before it quickly wraps around his friends. "Navero!"

“Tell me about this upgrade icon, colt, or your friends will pay with their lives.” Navero threatened as he squeezed them.

“Tell him nothing!” Lady Blade called out.

“He’s right, Helix!” Attea called out while struggling to break free. “We can’t let Navero loose in Equestria!”

“Equestria!” Navero repeated. “Yet another domain I will rule with an iron fist.”

"Not a chance, because I'm going to show you what a real hero can do!” Helix declared before he ran up to the Chromastone icon and quickly slammed it against the watch. He then transformed into a humanoid silicon-basef alien made of extremely durable crystal. His body is overall indigo, with several dark lines and spots. His hands and face are magenta, and he also sports six magenta shards on his back, two on his chest, and one on the top of his head that resembles a horn. His face consists of a mouth and one large green eye at the center with the Omnitrix symbol on his chest. But while in the game, he has a ponytail on his head while wearing a black suit. “Chromastone style!”

He then fired a beam of energy right at Navero which knocked him back and released the others. “You can fire energy beams even after you transform?” Gallus asked in surprise.

“Chromastone may need to absorb energy to fire back, but he always have a reserve fuel in the tank.” Chromastone said to them.

“I will leave you to my henchmen while I find the Upgrade icon.” Navero said as he slithered off and demon anthro warriors came out from the floor and ceilings.

"Helen, your sword!" Lady Blade called out before Helen quickly drew out her sword. She then gave it one slash as it froze some enemies, letting Yona and Manny to swing their hammers and crush them into pieces. Silverstream used her blade bow to slash through some enemies while also firing a few arrows at them. Chromastone blasted a few while Zs'spoocy and Sandbar got his back.

Lady Blade saw a big warrior in front of her as she ready her weapon and charged straight at him with a yell.





Back in reality, the adult ponies woke up while Delta looked around. “Helix? Kids?” He called out to them as Azmuth walked out of a small door.

“Is something the matter?" He asked the adults.

"The kids are missing and they left the game they were playing on." Twilight told him before she looked at him. "Where are you during all this time?"

"Conducting a few experiments in the lab I set up." Azmuth replied.

“They could have at least turned the gosh darn thing off.” Applejack mentioned before Dust picked up one of the controllers.





Inside the game, the group was ready to deliver another attack before they all suddenly froze up. "I can't move!" Sandbar exclaimed as everything else around them was frozen.

"Yona either!" Yona called out.

"Oh no, guys we're paused!" Chromastone called out with a concerned tone. "Mom, dad, and the others must be awake and messing around with control. If they turn it off now without saving any progress, they'll delete us, along with the game!"





“Twilight! Everypony!” Smolder yelled out.

“No!” Misty yelled next.

“Don’t shut us off!” The young group yelled out from the console so loudly that it brought the adult group attention as they backed away from the console.

"Kids, is that all of you?!" Twilight asked with surprise and shock. “Please tell us this is just another one of your pranks, Rainbow."

"Hey I'm good, but I'm not that good." Rainbow replied before Azmuth jumped onto the table.

"Please explain to us what's going on.” He asked the kids as they started explaining everything.





“And now we need to get the Upgrade icon on level 25, so we can get out of this game.” Chromastone finished while the game is still paused, while Helix is still Chromastone even after an hour of explaining.

"Interesting, the lightning strike must have overloaded the mechamorph DNA and that's how you all got trapped inside of this virtual world." Azmuth said with interest.

"There has to be a way to help them get them out." Twilight spoke up. “Maybe if we push one of these buttons--"

"No!" The kids shouted before she could finish.

“If you try and press any buttons without knowing how they work, there’s no telling what will happen to us!” Ocellus explained.

“And if you try to turn off the game with us in it, we’ll get deleted!” Manny added.

“So just hit resume and don't press anything else, and leave the rest to the game pros, and Helix." Misty said with a smirk.

"Oh, haha, hilarious." Chromastone said sarcastically.

“Okay. Here she goes.” Rainbow said as she pressed a button and the game resumed.





Back in reality, the others gave worried expressions. “How are we supposed to help them if we can’t from this end and we don’t know how this game works?” Venus questioned.

Twilight then noticed the instruction manual Misty was talking about before and picked it up. "'Celestial Knights: The Knights Rising'?" She read the cover before opening up the manual.





Back inside the game, the group was making quick work of the enemy while Lady Blade was about to deliver the final blow against the boss. Both of them charged up their weapons before swinging them right at each other, but she proved to be stronger than him as she was able to smash him right through the ground.

Lady Blade smiled proudly at her work, but then when Chromastone was about to fire an enemy with his energy beam, it dodged its strike and hit Lady Blade, causing her to vanish as Helen took care of the last one. They all looked at where Lady Blade was, but she appeared behind them as she crossed her arm with a disapproving look.

“Uh, my bad.” Chromastone said sheepishly.

“We know it was an accident, Helix.” Attea assured him.

“But now Lady Blade is down to her last life.” Misty added as a speck from Lady Blade faded, leaving her to only one.

“We must still answer the Celestial dragon’s riddle if we are to continue our quest.” Lady Blade said while looking at the dragon statue.

“What did it said again?” Manny asked while scratching his head.

“The key names your weapon, only by sight. When uttered as a vow, a gesture polite.” Zs’spoocy recite as they look at the statue. “But what does that mean?”

“I love riddles! Maybe I could figure it out!” Silverstream called as she flew forward. “Name my weapon? Mmm…” She hummed as she looked at her bow before she gasped. “That’s it! My weapon is a bow. But when uttered as ‘vow’, it becomes bow.” She said as she took a bow.

The dragon statue tilted forward as the mouth of the statue let out some water before it splashed all over her. She was all soaked, but then she glowed as she then became overweight all of the sudden. The others tried to stifle their laughs, but the boys laughed hysterically while Smolder was laughing hard as well.

“Whoa! Looks like you’ve been putting on the old Celestial feedbag.” Smolder said in amusement.

“As much as this is humiliating, I think it’s part of the key.” Silverstream said as she stomped down and created a shockwave that sliced the statue in half as something glowing in the center of it. “I think I found our way to level 25!”

They all quickly jumped onto the platform as it started to rise up while Chromastone had a look on his face. “Oh sure, when I bust something it's all silent stairs, but when she bust something she's all cool and heroic.” He said as Silverstream returned to normal.

After a bit of traveling, the group landed in the arena with many crates and four statues surrounding them. “The Celestial Arena of Champions!” Lady Blade declared with honor.

"Here we'll find the Upgrade icon." Zs'spoocy mentioned before they noticed that there were a bunch of celestial chests everywhere. "If we can find it."

"But this place will become your grave when I'm done with you." They heard Navero's voice told them before they saw one of the statues moved and its eyes glowed, revealing it to be him.

“Not when I’m through with you, Navero!” Chromastone called as he was about to fire at him, but the Omnitrix timed out as he transformed back into Helix. “Huh?” He asked as he looked at the Omnitrix with a glare. “You know, for a watch, you have a lousy sense of timing!” He retorted as the others prepared themselves as they faced Navero.

"Helix!" Helen called out as the rest of the group stood in front of him. "We'll keep him busy, you just find Upgrade!"

“No way!” Helix called out. “Not many of you guys have much lives left! You need me!”

“Helix, it’s important to get the very thing to get us home to prevent Navero from getting it!” Misty exclaimed to him.

Helix looked down for a moment before he nodded with determination as he rushed off to the Celestial Chest as Navero charged at the heroes. Silverstream was firing arrows, but  Navero deflected them as he kicked them back as he landed on the ground in his true form while armored up.

Helix ran up to the rows of chest and started slashing them to find the Upgrade Icon. “No, no, no, no, no!” He called as he kept slashing while the others came to and saw that Navero was gone.

“Where’d he go?” Helen asked as Navero came down as a falcon and picked up Lady Blade and slashed her into a wall as he headed towards the others with a squawk.

They tried to fight him with their weapons, but he destroyed their weapons, except for Helen's, as Misty brought out her throwing star and shot it at Navero’s feathers, causing him to shriek in pain before he morphed into his serpent form and breathed fire at the throwing star to ash. Lady Blade then charged at him and knocked him to a wall before she was swatted to the floor.

Helen then stabbed the ground as a magic circle appeared before thorns made of ice came out and wrapped around Navero. “Helix! Anytime!” She called out.

“I’m searching as fast as I can!” Helix called as he slashed more chests. “These things aren’t label you know!” He added as Navero broke it’s ice prison and grabbed the heroes in his tail.

“I expected more from the great Leader of the Celestial Knights.” Navero mocked.

“The battle is not over so long as one of us still stands!” Lady Blade called out.

“No, no!” Helix called as he kept slashing the chests before he spotted something. “Wait!” He moved back to the chest he saw and saw the Upgrade Icon. “Yes! Found it!” He called as he was about to slash at the chest, but Navero saw him as he came up from behind and whacked Helix away, causing him to drop his sword.

"Your power shall be mine, boy!" Navero declared as he broke the chest and the icon floated up. Just when he was about to grab the icon, Helen threw her sword at his shoulder and pinned him against the wall. As he struggled to pull the sword out of his shoulder, Helix quickly jumped and grabbed the icon as it turned into energy while zipping around before finally returning to the Omnitrix.

"Yes!" He cheered before Navero freed himself and was about to take Helix's last life with the Blue Rose Sword. However, Lady Blade quickly pushed Helix out of the way as she got stabbed in the chest by the sword while they all watched in horror before she became nothing but pixelated dust. "Lady Blade!!"

“No!” The others yelled out in despair.

“You Celestial Leader isn’t here to protect you anymore.” Navero said with a smirk as he raised the sword to slice them, but then a green flash got his attention.

“I can take care of myself, and you, all alone.” Helix said as they turned and saw him transformed into Upgrade as he spoke with venom in his tone as his emoji face gave an angry expression. “Now we play by my rules, Navero.” He said as he then attacked Navero mercilessly while Navero tried to use his powers to fight Upgrade, but he was no match as the dust cleared as Navero was gone. “Come out, come out wherever you are.” He taunted as he looked around.

“Quit fooling around and get us out of here before you timed out again!” Misty called out.

“I’m right here, doofus.” Upgrade taunted as he appeared next to Misty while giving a chuckle while Misty gave a look.

"Funny, now get us out of here!" Smolder shouted.

"You weren't going to leave without saying goodbye now, where are you?" A familiar voice asked before they saw Lady Blade walking up to them.

"Lady Blade?" Manny asked as they were surprised she was still alive.

"But knight pony was…" Yona spoke up with disbelief.

Lady Blade gave a small chuckle as she walked up to them. “It will take more than Navero to finish off my last life. I just wanted to say that you all are superior knights." She told them before she looked at Upgrade. “But you are a true Celestial Knight. I only wish I could visit your world, and find alongside such a noble hero."

"Whoa, really?!" Upgrade asked excitedly. "Well, maybe I can find a way to--" before he could finish, magic rings appeared behind Lady Blade before another Alicorn Celestial night appeared and looked almost like Twilight, only her mane was longer and her armor represented her cutie mark.

"Sorry Blade, but your travel plans are canceled!” Twilight declared before she tackled her into the arena.

"Twilight what are you doing?!" Manny questioned as they were surprised by her action. "She's one of the good guys!"

"No she's not!" Twilight replied before she flew high above the arena and found a secret Celestial chest. She then opened it and grabbed an amulet with both the Sun and the Moon on it before she used her magic to light it up and have it shine down right on Lady Blade. Then in a flash of light, it was revealed Lady Blade was Navero all along as he glared at the group and growled.

"It's Navero!" Misty gasped in shock.

"You were trying to trick me into taking you back to Equestria?!" Upgrade asked in shock. "That's low, even for you."

“Then we better get going before he succeeds or before you timed out!” Misty called out.

“A true Celestia Knight never retreats.” Upgrade said firmly. “I’m going to defeat him honorably.” He declared as he charged at him, but Navero turned to a dark mist as he moved past Upgrade and grabbed Helen.

"Unfortunately for you, I am not bound by such honor." He told them as the platform they took suddenly went down before Upgrade jumped down to face him. "If you destroy me, then your comrade will share the same fate!"

"Sorry pal, but this game is over!” Upgrade declared before he started to stretch over and merged right into Navero. Helen got free as she ran off before Navero suddenly exploded as Helen saw that he was just a tiny little dragon standing right in front of Upgrade with only armor that was way too big for him. He took the chest plate off of him as he tried to fight Upgrade but only knocked himself out when he tried to kick him before the platform went back up.

"You did it, Helix! You beat Navero!" Helen cheered. "You really are a true Celestial Knight."

"Thanks Helen, but…" Upgrade said before he snapped his fingers and made a 1up appear. Then in a flash of light, a familiar figure reappeared before them. "I think it's best if we hear it from her." He said as Helen smiled brightly that he used his power to bring back the real Lady Blade. "So, just out of curiosity, which one of us is true Celestial Knight material?" He asked as the platform returned to the arena.

"Her." Lady Blade answered as she pointed at Twilight.

"Twilight, but why?!" Attea asked as they were confused by her answer.

"Only a true Celestial Knight would know to use the cleansing power of The Amulet of the Celestials to reveal Navero's deception." Lady Blade explained.

“Oh, that was an easy trick.” Twilight waved off with a smile. “I simply just read the instructions.” She said with a shrug.

“Read the instructions?” The young group all asked with a cringed look as the Omnitrix started beeping.

“Whoa! No time for goodbyes!” Upgrade called as he quickly grabbed the others and curled into a ball and shrunk as they vanished.





Back in the real world, the console flashes as Upgrade exited it with the others, who are now back to their normal forms, as they landed on the ground as Helix transformed back, now back into his normal form as well. “Could you cut it a little closer next time?” Gallus questioned,

Helix activates the Omnitrix again as he searches and sees that all of his alien icons are back in their place. “Hopefully there won’t be a next time.” He said.

“So glad you all could made it back.” Dust said with a smile.

“And it seems you all hit a new highscore in this game.” Pinkie said cheerfully while showing the scoreboard of the game they were in.

"Plus it finally stopped raining.” Delta added as they looked outside and saw the sun shining down. "I bet you kids could use some fresh air after being locked up in a video game for a while."

"Why don't Pinkie and Rainbow take you all out for some fun?" Twilight suggested with a smile.

"I could definitely go for some real world action right now." Helix said with a smile.

“Then let’s go explore and have some fun.” Rainbow said as she and Pinkie led the kids outside as they all laughed as they ran out of the mobile base.

“Hehe, I thought they’d never leave.” Twilight said with a smirk.

“Gonna play that game, huh?” Applejack asked with a smirk.

“I gotta admit to Helix, this game is pretty good.” Twilight said with a smile. “No wonder he loves it.”

“Mind if we join you?” Hope asked with a smirk as she, Delta, Flash, Dust, Applejack, Venus, Rarity, Fluttershy, and Spike gave knowing smirks at her.

“Grab a controller and let’s play before the kids get back.” Twilight said as they all grabbed game controllers as they all started playing Celestial Knights together with focused and challenging looks.
> Chapter 31: Super Alien Pals
> --------------------------------------------------------------------------

In a cartoon-like playground, foals are playing around having fun, but then five cartoony villains appear, causing the foals to run off screaming as the five villains surround the playground. “Who will protect us from the nefarious deeds of the league of evil doom fiends?” A narrator called as the five villains are wrecking the playground as they laughed evilly.

But then a flash of light shined as there are five shadowy figures appearing while the first one jumped out to look like a cartoon version of Manny. “Handy Pal!” The narrator spoke first as one of the villains with a jail suit threw balls at Manny, but he quickly caught them with his four arms.

“Ugh. You’ll not be tossing me out of the game anytime soon, Bowling Ball Bandit.” Manny said while speaking in scottish.

Another figure was zipping around before Helen, wearing her clothes that was looking all cartoony, stopped and did a pose. "Speedy Pal!" The narrator declared before the second villain started shooting webs from its many legs on its back before she zipped around.

"I got wheels like a skate, I'm fast and never late, Spider Thief!" Helen declared before quickly grabbing each web and using it like a rope as she tied up the villain.

Then coming out while jumping up high was Attea, who is all cartoony like the others as she did a pose. “Frog Lady!” The narrator declared as she jumped high.

“Time to give them a leap of face with a simple jump!” Attea called as she used her  legs to jump high and used her tongue to catch a bad guy and flung him around until he hit a trashcan.

Then coming out was a cartoon version of Zs’spoocy. “Ghostly Phantom!” The narrator called as a tiger-like villain was charging right at her with its claws out. But she only went through Zs'spoocy and landed face first onto a rock.

"Oh dear, I'm so terribly sorry." She spoke with a fancy accent. "Even though you're a villain, I also must be polite and make sure that you are still okay."

The final figure finally revealed himself as it was Overflow, looking very cartoony. "Water Pal!" The nearer declared before a villain that looked all dirty picked up a trash can and charged towards him.

"Look out, laddie, it's the Foul-Litterer!" Manny warned as the villain tossed the trash can at Overflow.

“Don’t worry, buddy. I will just give this stinky a bath!” Overflow quipped as he splashed water beams at Foul-Litterer, which made him knocked back as all the villains got tossed into the trashcan as the five heroes shook hands with each other.

“The forces of good and fairness uniting to form The Super Alien Pals!” The Narrator declared as the five heroes did a pose together.





Helix, Helen, Attea, and Manny looked at the hologram screen with dropped jaws, except for Zs'spoocy because she doesn't have a job but she was still as shocked as them, while the others looked confused. “Hey, don’t they look familiar?” Silverstream asked in wonder.

"Yeah, they're super lame-o versions of Helen, Manny, Attea, Zs'spoocy, and Overflow." Misty pointed out.

"And they not happy about it." Yona mentioned as she pointed to the five of them.

Manny growled as he punched the hologram, short circuiting as it shut off. “Someone’s paying for that show.” He said ragefully.

“Big time!” Helix and the three girls said in agreement with rageful looks.





The group soon traveled to a famous Studios where they saw a poster of the TV show theme saw. Helen and the other aliens had their ID masks on while they glared at the poster with Helix. "It's bad enough they ripped us off with some stupid cartoon, but do they have to make us look like morons?!" She questioned as she ripped the poster off of the wall.

"At least you're in the show, but I'm not.” Ocellus mentioned. “I help you out all the time with my Upgrade suit, so how come I'm not in it?"

“Be glad you’re not, Ocellus.” Manny said with his arms crossed. “We look like idiots in this. And to be honest, I don’t like being in a cartoon. They could at least get our details right.”

“Still, we thought you all should be appreciated.” Sandbar said in confusion. “They made a show based on your heroic deeds.”

"Yeah, in the most stupidest way possible." Attea growled as she took the poster and crumpled it up. "I mean, do we even act like that in real life? No we don't!"

"And I don't even rap when I talk." Helen mentioned. "When have I ever rap when I talk?!"

“Well, just like we thought.” Delta said as he and the adult ponies walked up to the kids. “It’s the distributor. I might have a spare in the mobile base, but it will take a while to fix.”

"But what about Galaxytary Studios?" Helix asked them.

“You’re right.” Flash said with a smirk. “You’ve been bugging me all summer to take you to see Super Saber."

"How about you kids going without us?" Twilight suggested which made the young ones smile brightly. "Spike will be with you and we'll meet you back here around four o'clock.” This made them even more excited as they look at the entrance.





Inside the studio, they are looking at a cutout board of a stallion wearing a jumpsuit while he had blades on the ends of his front of and on top of his head. “Agh! I still don’t get what the big deals is about some old TV actor jumping around with blades and a jumpsuit.” Misty said as Helix then did a few kicks and punches.

“I wouldn’t expect you to appreciate Super Saber, but I’ve watched his show since I was just a foal.” Helix said with a smile as he did a kick and a few punches. “He made me want to be a superhero in the first place.” He said before he bump into a pony wearing a Manny costume, which made the group looked with wide eyes.

“I’m Handy Pal!” The stallion in the suit said with a scottish accent while moving around. “Watch me go!” He cheered before he fell on his back. "Ow…"

"Okay, now I'm really steamed that they have some pony dressed up as me, walk around all goofy like, and then fall on my butt." Manny whispered to the others. "And why the heck do I sound Scottish, that doesn't even make any sense. Do I sound even a little bit Scottish?"

"And why did they have me sound so fancy while also giving some helpful advice?" Zs'spoocy questioned.

"Hey guys, if you think you're angry about all this, look who was behind it." Smolder called over as they saw another poster with the Super Alien Pals and a red stallion standing in front of them. "'Meet Art Sketcher, creator of Super Alien Pal Adventures.'"

“Have a Super Alien Pals Day!” The stallion called as they turned five heroes glared.

"So, this guy is the reason why we look so stupid in the show?" Attea questioned with an irritated tone.

"Well, I'm going to have a word with this guy." Helix told the others as they went to the autographing booth.





At a booth, a stallion, with a couple of guards behind them, are signing autographs to a bunch of fools in a huge line as he gave one to a colt. “Thanks for watching.” He said dully as the colt took the drawing and got out of line. As he was writing an autograph for the next one in line, Helix quickly ran up to the front and grabbed the drawing before he ripped it in half. "Hey, that's an Art Sketcher original."

"'Original'?!" Helix questioned with a brow. "You totally stole those five aliens from m-uh, from those alien Heroes on the news that's everyday." He quickly saved it before he revealed his and the others' secrets.

“Prove it.” The stallion told him. “Take him away, Speedy Pal and Water Pal."

Helix turned and saw a couple of ponies wearing Helen and Overflow costumes as they drag him away. “Her name’s not Speedy Pal! She’s similar to XLR8! And why is Overflow called Water Pal?! That’s cliche! Even for you!” He yelled before he was tossed in front of the others.

“Something tells us he's not open to constructive criticism.” Spike mentioned as Helix got up.

"Then why don't we try a little de-structive criticism?” He suggested before he got behind a cardboard cutout of Water Pal and formed into Overflow.

"Oh, we're smelling when you're stepping in." Helen said with a smirk before she took off her ID mask. "Let's see how he likes it when the genuine articles think of his show."

“You read my mind.” Zs’spoocy said as she, Attea, and Manny took off their ID masks, but then the ground shook.

“Helix?” Misty questioned with a look.

“What? That wasn’t me.” Overflow said in defense. “And I’m a waterhose, not an exploding guy like Heatblast.”

"Guys, look!" Smolder called out as there was a familiar stallion hanging by just a bar by a burning building.

"That's Super Saber, it looks like he needs help!" Overflow gasped before he used his high power water guns to launch himself over to where the burning building was. The other four soon joined him as they landed in front of the burning building before Helen quickly raced up and grabbed Super Saber just as Overflow started to put out the flames with his water.

"You okay?" Attea asked Super Saber as he just gave all five of them a look.

“Who are you all?” Super Saber questioned.

“Just your all time biggest fan.” Overflow said with an exciting tone.

“Is that why you’re trying top ruin my stunt show?” Super Saber questioned while showing a sign behind him that said ‘Super Saber Stunt Spectacular.’, which made the five heroes look at him sheepishly.

“Uh, sorry.” Manny said with a sheepish look.

“I can fix that.” Attea said as she raised a blaster and aimed it at the stunt obstacle, but it bounced back and nearly hit an enemy if the others haven’t moved them aside. “Oops.” She said before Super Saber then kicked the five a the stools, which send them flying as they crashed.

“Hey, it was an accident!” Helen yelled out with a look.

"What great special effects, huh?" Sandbar asked sheepishly. "They really make it look so real."

"Hey, I think we can get a better view from over there!" Silverstream exclaimed as they all quickly moved out of the way just as Super Saber jumped over and his blade opened up in the center as it let out a fire extinguisher before putting out the fire.

"Who put you all up to this, was it Art Sketcher?" Super Saber questioned them before a grappling hook grabbed their legs and pulled them in close to him. "Wasn't it bad enough he knocked my TV show off the air with that dumb cartoon of his, and now he's trying to steal my live shows?!" He asked angrily before Overflow cut the wire with his water. “Alright. Now we’re giving the publick what they want.” He said with a smile.

“What?” Manny asked before they heard the crowd cheering.

“Oh, now we get it.” Zs’spoocy said in realization. "Show business."

"I guess we can help Super Saber boost his image while also taking down the image of that stupid cartoon." Helen whispered to the others.

“Sounds like a win-win to me,” Overflow said as the two groups jumped over to the rooftop.





Back with Art Sketcher, he was signing another autograph as he sighed. “Thanks for watching.” He said, but then he noticed the crowd was gone before he looked up and saw some fireworks go off and many crowds watching the show.





Back on the show, the five heroes are doing some stunts at Super Saber, trying to impress his show while Super Saber as he landed on the platform and motion his hoof at them in a ‘come at me’ gesture.

Manny was the first out of all of them to jump forward and try to tackle him, only for Super Saver to quickly grab one of his arms and use his own weight against him before throwing him off into the water.

“Oooh. Manny should’ve thought that ahead.” Helen said with a cringe as Overflow’s Omnitrix started flashing.

“Uh, oh. Sorry, but we gotta get this done fast.” Overflow said to them. They then charged at Super Saber at once before using his grapple on his blade to grab them by the legs and throw them all into the drink. The crowd cheered with excitement over that spectacular show that was just put on as he jumped down from the building.

“All in a day’s work for this superhero!” Super Saber called out to the crowd proudly as he gave a bow.

Behind the stadium was a red flashed as Helix and his team, who are now wearing ID masks, came out and went up to the others. “Helix, guys, are you okay?” Ocellus asked in concern.

“Yeah. We’re gonna be Super Saber’s partners!” Helix said in excitement.

“More like his punching bags.” Misty said while giving a look at Super Saber.





Later, a large crowd was at an autographed booth for Super Saber as he wrote his name on a picture of himself and a stallion with a light blue coat and red mane. “Super Saber isn’t so much of a role as a way of life. I do my own stunts. I even build my own gadgets and special effects.” He said to the crowd while giving the autograph photo to a filly before taking a picture with another one and a colt.

"Looks like we really helped boost his image." Helen whispered to the others.

"Hey North!" Art called out as he came around the corner with the mascots and walked up to Super Saber. "That was pretty low of you stealing my heroes to save your pathetic stunt show."

“Me?!” Super Saber questioned as he stood up. “Clearly you sent them to try and intimidate me!”

“Listen, old man, ‘Super Alien Pals’ will bury you.” Art said with a glare. “And I’ll be there kicking in the last mound of dirt.” He added before he walked off.

“We’ll see who’s buried who!” Super Saber called out with a shake of his hoof.

"Uh Mr. Nother, there's something you need to know about Overflow…" Helix tried to say.

"Save it kid." Saber said as he walked away.

"Wow, he's really steamed about Art Sketcher." Gallus mentioned.

“He’s just a busy guy.” Helix waved off before he smiled. “Come on. If we want to go on Super Saber the ride, we should hurry up. The line’s probably like a mile long.”





After getting to the Super Saber’s ride, they spotted no line at all as there was only a couple of creatures as the rollercoaster came up to them. “Looks like no one wants to hop aboard and ride with your hero.” Misty said with teasing smile.

“Well, they just don’t know what they’re missing.” Helix said with a smile as they got onto the ride and they were pulled up and the coaster pulled up.

“Which by the way, Helix, this ride is an interesting one.” Sandbar said with a small smile as they kept going up.

“Well, get ready. Because it’s about to get more awesome!” Helix called as they rode down the rails as they cheered and then entered a cave with a Super Saber stature in and doing a loop before entering another part of the cave with lava pits on the ground.

"Wow, these special effects are amazing!" Ocellus called out as lasers were being fired.

"Yeah, that dumb cartoon couldn't come up with awesome special effects like these!" Helix shouted with excitement.

But then, some boulders started coming down as one of them broke down the path, which caused them to scream and held on tight. “Hello, Helix! Good time to go hero!” Misty called as Helix kept slamming down on the Omnitrix.

“I can’t!” Helix called out as they were about to go over the edge, but something stopped them from falling before they turned and saw a grabbling hook attached to the cart before they looked up and saw Super Saber. “Super Saber! Yes!”

Super Saber tied up his line and jumped over to the group. “Let’s see what we can do about that safety bar.” He said as he took out a blow torch and started cutting the bar open.

"Thanks." Spike told him before they heard a mare screaming as they looked up and they saw one hanging on the railing.

“Fear not! Super Saber is here to save the day!” He called as he used his grabble and launched himself to the mare before the Omnitrix timed in.

“Finally. With a little help from a friend.” Helix said as he turned the dial and slammed the core down.





Outside, Super Saber got the mare to safety as the crowd all clapped at him, but then part of the rollercoaster came falling down towards him, but it was caught before it could crush him and the mare. “Need an extra hand?” A voice spoke up while they looked up and saw think, muscular yeti-like alien slimmer and had yellow and black fur. His fingers and toes were gray, and he has four fingers instead of five. Also, he has two bolts on the side of his wrists instead of the back of his hands. He has green eyes with black pupils and yellow lightning bolt-shaped horns. He wears a green and white belt, which has the Omnitrix symbol on it. “Because I can give a pretty shocking’ strength' for this ‘squatch’, eh.” He quipped while lifting the railing up as the crowd cheered louder.

“Mmm.” Super Saber hummed. “You must be one of those new animatronic devices.”

“Not really.” Helix said. "The name's Shocksquatch and I'm one of those alien heroes that's on the news, the ones that art guy stole."

“Art?” Super Saber asked with a brow before more of the coaster began to crumble while the riders started screaming. “Well, you might wanna stand back! These kids need my help!” He called as he jumped forward with Shocksquatch following as Super Saber grabbed a couple of foals and jumped off as Shocksquatch grabbed a couple of more.

“Thanks, yeti pal.” A filly thanked.

“The name’s Shocksquatch. Not yeti pal.” Shocksquatch said as he jumped off running as the railings started crumbling before he jumped up and threw a balloon of Manny and landed on the ground as the crowd teamed with the heroes. "Those kids seriously called me a pal, when I haven't even been in that show yet. You know, we could team up."

"Did that once with Dagger Dragon, until I caught him putting all my blades in his saddle.” Super Saber mentioned. "I go solo." He soon went over to the wreckage of the ride just as the rest of the team got the civilians to safety.

"Man, those kids really like that dumb show because they call me Handy Pal now." Manny complained.

“But why is Super Saber so upset?” Ocellus asked. “It’s not like this is another stunt show.”

"Something just doesn't seem right with me right now." Misty mentioned with a brow. "I mean, doesn't this whole accident and rescue seem a little convenient to any of you?"

“This was no accident.” Super Saber said as he inspected the crash and picked up a white glove. “Somepony rigged this ride with explosives…” He started as he placed the glove in the bag. “Somepony who wore this ink-stained glove, the kind used by… animators.”

“Art Sketcher.” The six heroes said in unison.

“He just happens to find a glove?” Misty questioned with a brow.

“Because he’s a crime-fighting genius.” Shocksquash said with a look. "And we will be his partners, eh." He said before the Omnitrix started beeping as he timed out.

“Oh, how proud he must be.” Smolder sarcastically said.





“Why would I want to blow up your stupid ride?” Art questioned as Mr. Nother and a few guards surrounded him.

"Because then the studios will tear it down and build your dumb ride! Norther answered as he walked up to some curtains and pulled them back. There were some sketches of a ride on the wall, along with some crates of TNT.

"Those aren't mine!" Art quickly denied. "I mean the sketches are, but not the explosives!"

"Gentlecolts, I believe we caught the culprit red-hoofed." Norther said as the group caught up with him as Art was being taken away. Misty took one last look at the glove inside the bag and noticed something about it.

“Wait!” Misty called out as she quickly snatched glove from Norther. “That glove can’t possibly belong to Art Sketcher.” She said, which got their attention as they all looked at her. “It’s a right hoofed glove. Art did all his sketches left-hoofed.

“Hey, whose side are you on?” Helix questioned his cousin with a look.

“That doesn’t prove anything.” Norther said to him.

“Even those weak villains on your old show could have pulled off a better frame job.” Art retorted.

“Hah, you want to talk about lame-o villains? Bowling Ball Bandit? Foul-Litter?” Helix listed out.

“Yeah, that fur ball doesn’t even meow right!” Manny exclaimed.

“That’s it!” Art yelled as he was about to attack the two boys, but Norther stopped him as he and the guards pushed him back.

“Nice going, Misty.” Attea said with a glare. “We could have put that slimeball animator away for good if you hadn’t opened your big mouth.”

“Didn’t Norther say he handles all of his own special effects, including explosives?” Misty questioned.

“So? No way would Super Saber ever blow up his own ride.” Helix pointed out.

“But he’s not Super Saber.” Misty pointed out while gesturing to the two animators. “He’s an actor who’d do anything to save his show. We need to keep an eye on him.” She said firmly as they all looked at her in surprise.





A bit later, Norther was walking in the park while Jetray with Misty on his back with others who can fly followed him. "Oh come on, this is a total waste of time." Jetray complained. "We should be following the animator guy, because if that's not a crime I don't know what is."

"I'm surprised Misty out of all of us suggested following him." Ocellus mentioned before some big screens showed something that Jetray did not like.

“Hey, folks. Don’t forget, we’ll be premiering a brand-new episode of ‘Super Alien Pal Adventures’! Right here on the big screens at Galaxtary Studios!” The announcer declared.

“I’ve got a premier for you.” Jetray growled as his eyes glowed and he shot lasers at the screens, destroying them before he and the flyers flew off.

“Nice, Helix. Save me the trouble of shorting it out.” Zs’spoocy said with a satisfying tone.

“Real mature.” Misty said before she looked down. “Look! Norther is heading for his dressing room. Take us down.”

“I’ll land when I’m good and ready.” Jetray shot back before the Omnitrix timed out as he transformed back and caused Helix and Misty to start falling as they fell into the water.

“Or when the watch times out.” Gallus commented with a brow.

The two cousins swam quickly up to the stage and find themselves out just as a security guard called out to them from the bleachers. “Hey, you kids, get out of the water!” He yelled out as Misty and Helix rushed to the exit of the stadium and hid in the bushes while the security guard tried to follow as they hid in a stand while taking a breather.

“This has gone too far.” Norther spoke up as the two looked through the window. “It has to stop before someone get hurt.”

“Who’s he talking to?” Helix questioned.

“Himself.” Misty said to him with a brow.

“You don’t tell me what to do.” Norther said as they hid under the window before they were caught by the security guard. They looked at each other and looked down to realize that they were still dripping water, leaving a trail for the guard to find them.

“If I catch you two sneaking around again, you’re out of the park!” The security guard warned as he let them go and walked off before their friends came up to them.

"Okay, something is definitely wrong with him!" Misty pointed out. "He was having an argument with himself and nopony else!"

"Maybe he was just practicing some lines for his show or something." Helix guessed.

“Face it, Helix.” Misty said. “You hero is the villain.”

“What do you know, Misty? You’ve never even watched his show before.” Helix said with a look. “You just find something strange on someone without even knowing them well enough since I know Super Saber from the show.” He said as he then walked off.

“Helix!” Misty called out before Helen stopped her from going towards him.

“Leave him alone, Misty.” Helen said firmly. “He idolizes Super Saber. His inspiration that made him become a hero before he found the Omnitrix. And right now, you’re not helping in this situation.”

"Come on, there has to be an explanation of why he was arguing with himself." Ocellus mentioned before they went to dry the two of them off.





Later after walking around the park for a bit, the big screens lit up again. "Fillies and gentlecolts, Galaxtary Studios is proud to present a world premiere episode of--" Before the announcer could finish, he was cut off as the screens suddenly changed to show Nother all chained up and hanging upside down over a vat of deadly chemicals.

The crowd gasped while Misty leaned back with a bored expression. “How original. Hanging over a flaming vat of deadly chemicals.” Misty sarcastically said.

“Maybe he’s really in trouble.” Helix said as he ran between the stairs and activated the Omnitrix. “Time to Quillspeed.” He said as he slammed the core down, but instead of Quillspeed, he turned into something else. He is a humanoid frog-like alien with three-fingered hands and two-toed feet. He is, however, considerably taller, more muscular and paler-skinned than a typical Incursean and has a more defined jawline with the Omnitrix on his collar chest. “Oh man. I have the need for speed and I get this. I look like the same species as your kind, Attea.”

"Oh, Y-Yeah you are…" Attea muttered with a massive blush on her face.

"Help!" They heard Art call out before they saw him running away. "Someone help me!" See then saw a familiar figure swing in and grab Art before swinging away with him.

"Super Saber?!" Helen exclaimed before looking back at the screens to see Nother was still there.

“Wait a minute, how could Norther be in two places at once?!” Manny questioned.

“Yona is confused.” Yona muttered while scratching her head as they saw Super Saber swinging off with Art.

“We’ve gotta get to the bottom of this!” Ocellus called as they all followed them while Helen superspeed ahead while Attea, Manny, Helix, and Zs’spoocy followed behind while the three formers super jumped while Zs’spoocy followed until they are at stadium 6 as they got the door open and saw the hole place up in flames.

They soon travel farther into the warehouse before someone in the control room pressed a button and a robotic dragon head emerges from the floor. "Okay come on, that is so fake." Helix mentioned before the mouth opened up and it started to breathe fire. The group quickly moved out of the way so as to not get burned as they had shocked looks on their faces. "But that ain't!"

“Seriously, who makes these things?!” Zs’spoocy questioned as they avoided it’s fire breath while dodging them while the crowd saw them through the cameras.





“Whoo! That was awesome! Go Super Alien Pals!” A foal called out from watching it while the heroes are still avoiding the fire.





Just then, Ocellus flew in, wearing her techno armor, as she then blasted the robotic dragon, destroying it as it retracted back into the hole. “I hope I wasn’t late for the party.” She quipped with a chuckle.

“Actually, you were early.” Manny said before they look down and saw Norther dangling from the chains above the chemicals.

“Mr. Norther, hang on!” Helix exclaimed before the chains started moving and Art moved out while also wrapped in chains.

“Please, don’t hurt me! I just do drawings! I’m not even that good!” Art pleaded before he was dangling over the chemicals as well.

“Wait, didn’t you kidnapped Mr. Norther?” Helix questioned in confusion.

“No, you overgrown toad! He kidnapped me!” Art exclaimed.

“Okay, the name’s… uh, Bullfrag.” Bullfrag said with a glare before pointing behind him and his friends. “And you may need to check again.” He said while pointing to Norther, which Art noticed.

“Didn’t he?” Art asked in shock.

“Pity you won’t have time to figure it out and save them both!” A voice that sounds like Norther yelled out as Norther’s chain was being lowered and then Art as they were getting close to the chemicals.

“Helen, Manny, Ocellus, you save Mr. Norther, Attea, Zs’spoocy and I will get Art!” Bullfrag instructed.

“Right!” They all nodded as they rushed to their respective hostages and saved them from a batch of chemicals as they landed on the platforms. The pony in the controls flipped all the switches as the floor burst into flames and the platforms opened up, but Attea and Bullfrag used their tongues as they swung to the others with Zs’spoocy flying towards them.

“Let’s get out of here before…” Manny started before they saw more of the studio collapsing. Helen quickly grabbed all of them and rushed them out just as the whole place exploded. The pony at the controls flipped a few switches before turning on the intercom system.

"Attention all park goers, I regret to inform you of the demise of that has-been Nother, and that talentless animator Art Sketcher!" The same voice spoke up as the group entered a hallway.

"Has-been?" Nother question after hearing that announcement.

"Talentless?" Art asked before he looked at Norther. "How is your voice being called out when you're standing right here?"

"He must have taken over the park's master control system." Nother mentioned before he marched forward. "I told him this has gone too far."

"Wait, told who and who is he?" Misty questioned as they followed him to the control room. They then saw some pony typing on the control system before Bullfrag used his tongue to turn the chair around and they saw would look to be Nother wearing the Super Saber suit body without the mask and he had a mustache.

"Of course, why didn't I see it earlier?" He said with realization. "Episode 10 of the first season of Super Saber, Saber had his brother on that episode. His twin brother, Blitz."

"But why is he doing all this?" Sandbar questioned as Blitz stood up.

"Because I'm the real Super Saber!" He answered with much hate in his tone. "I'm the one who built all the gadgets and special effects, while my own brother took all the credit!"

"So, if this was payback on your own brother, why did you ponynap Art?" Attea questioned him.

“Because he ripped off my idea!” Blitz yelled.

“Can’t anybody come up with anything original in this studio?” Spike questioned while looking at Art, who looked away in shame.

“But now the world will know at last who the real creator of ‘Super Alien Pals Adventures’ really is.” Blitz said as his right eye twitched as he pulled out a smoke bomb and blinded them. They searched around before Art and Nother was tied up and Blitz grabbed the two as he made it out the door as they followed after him.





On the rooftop, Blitz is dragging Nother and Arts on the roof where the heroes are following him as they made it at the edge. “Nothing will stop me from getting my revenge! Nothing!” Blitz declared before Bullfrag quickly used his tongue to pull Art away from him just as Manny charged at Blitz.

“Revenge on this!” Manny called as he gave a four armed punch at Blitz, sending him flying as he crashed near the edge. “Dude, you really need to let it go.” He said before Blitz threw another smoke bomb at his face, causing Manny to be sent flying as Blitz grabbed his twin brother and jumped over to the second roof.

Bullfrag then jumped forward and used his tongue to pull Nother away from his brother before Manny punched him down. Bullfrag landed on top of him as Attea and Helen were helping Nother get free. But then the Omnitrix beeped red before it timed out and he transformed back to Helix, allowing Blitz to push him off of him.

“Looks like I’m not the only one who isn't as quiet as he appears to be.” Blitz taunted as Helix saw the grappling hook and quickly aimed it at Blitz, but he kicked it away. He then lifted Helix up as he struggled to break free while the crowd watched from below.

"Leave the kid alone, Blitz!" Nother shouted as he charged forward and knocked his own brother down, causing him to drop Helix. He then pulled his brother up before delivering a punch to the face and knocked him out.

“Thanks.” Helix said to his idol with a smile.

“Looks like we both can get the job done, with or without our costumes.” Nother said with a smile as the crowd cheered and clapped to the heroes.





A bit later, the police came in and arrested Blitz as they put him into the security wagon and drove off as Nother turned to Art. “Art, those super alien pals of yours aren’t half bad.” Nother complimented.

“You really think so?” Art asked with a small smile. “Because Super Saber has always been a major influence in my work.”

“Hey, what about us?” Helix questioned on behalf of him and his friends.

“Sorry, kid. This is adult work.” Nother said with a small smile. “But we appreciated your heroism. And for that, we’ll try and make your all more accurate and detailed from the news we’ve heard after seeing you all in action.”

“Really? Thanks.” Attea said with a smile as Art and Nother walked off as they smiled.

“All’s well that ends well.” Ocellus said with a smile.

“And a bit weird.” Spike commented while rubbing his head before the adult ponies came up to them.

"Well, thanks to Azmuth, we're all ready to go." Delta told the kids.

"Did you all have fun?" Twilight asked them as the kids looked at one another before smiling at the grown ups.

"We had fun in a heroic kind of way." Helix mentioned with a grin before he noticed his mother holding a bag. "What's that, spare parts for the base?"

"Oh no, there was a store next to the repair shop and I thought the kids might like these toys that I saw in it." Dust explained as she reached into the bag. "The seller even said that these were the hottest characters on TV, in fact they kind of remind me of one of your aliens and four of your friends." She said as she took out an Overflow action figure.

“Ugh! Dust/Mom!” The five exclaimed in disgust as their friends all started laughing.

“Oh man!” Helix called in embarrassment.

“So humiliating.” Helen groaned.

“They don’t even got the details right!” Manny exclaimed.

“Why couldn’t they at least get cooler names?” Attea sighed as she shook her head.

“Even I’m weirded out.” Zs’spoocy said while they saved the two stars from Nother’s twin, their humiliation of them being on a weird TV show still continues, as they might not want to see those action figures or the show again to save their dignitie.
> Chapter 32: So much Work, Mummy
> --------------------------------------------------------------------------

In a farmland, a couple of colts are moving past the fence and into a cow field as they see a couple of cows. “M-Maybe we shouldn’t be here.” A third colt said as the two turned and saw a muddy earth pony colt holding a baby pig.

“I knew we shouldn’t have brought him. He’s nothing but a big baby.” The orange mane colt mocked as the colt moved underneath the fence.

“Come on, Apple. Don’t wimp out now. It’s just a little fun.”  The other colt said to him. “You push over the vow, and it can’t get back up.”

The orange mane colt gave a laugh. “We’ll even let you tip the first one unless… the baby wants to go home so mommy can change his diaper.” He mocked in a baby tone while sucking his hoof.

Apple gave a glare as he stomped past the two boys and went up to the first cow, but he struggled to push it down considering how big he is as his pet pig tried to help. But Apple fell to the ground as mud splashed onto his pet pig as the two boys laughed at him as he and the cow looked at them as they kept laughing.

“Princeless! Haha!” The colt exclaimed.

“Haha! Doof!” The orange mane colt taunted as they kept laughing, but then they saw the cow mooing angrily at them as the two colts ran off in fear while the pig shrieked and ran off as well.

“Hey, where’s everypony going?” Apple asked in confusion before he turned when the cow snorted at him as he pawed his hoof. But Apple stood up as he gave a courageous look. “Back off, cow chip!” He called, but then the cow saw something behind Apple as it ran off in fear as it bellowed, while Apple just smiled. “Huh. Yeah. That’s right. You do not want to mess with Apple Crops.” He said with a smile, not seeing a purple glowing streak figure behind him as he heard it snarl and slowly turned as he flinched in fear as it roared at him. “Mummy!” He screamed as he ran away in fear as the creature stood there as purple lightning flashes behind it.





In the forest, the mobile base is parked up next to a lake as the young group are relaxing while doing their own things while Helix plays some video games. “You got to love summer vacation.” Helix started with a smile.

“You said it man.” Manny said with a relaxing smile. “Nothing to do all day long but sit around and--” He was cut off when he felt a hoof on his shoulder. “Whoa! Hey.” He said in startled as he turned and saw Rarity in her bathrobe while having soap on her mane as she gave a look while the adult ponies were behind her.

“Miss Rarity, what’s wrong?” Silverstream asked.

“What’s wrong is that I ran out of water in the shower, again.” Rarity said with a tone as she wiped the soap off her mane.

“Helix, it’s your job to keep the tank full.” Delta said firmly to his son.

“I will. Just, later.” Helix said to them as he continued to play his game.

Misty gave an amusing smirk. “Sure. The same way you’re going to make your bed or take out the trash?” She questioned while gesturing to Helix’s messy bed and the trash can that is filled to the brim.

"Oh like you're one to talk, you think those dirty dishes are going to wash themselves?" Dust questioned as she looked over at the sink full of dirty dishes. “In fact, all of you have chores you all have been neglecting the entire week."

"Oh come on, it's summer vacation!" Smolder complained.

"Yeah, if we wanted to do chores we could have just stayed at home." Gallus mentioned as they all went back to being lazy around. The adults then went to the back of the base to have a little discussion.

"Okay, you think they're taking this little trip a little too vacationing?" Flash asked the others.

“It appears they are being that which is commonly known as, lazy.” Azmuth said to them.

“Seems like it.” Rainbow said with a sigh. “I think they’re being a bit too lazy for their own good.”

“You’re one to talk to.” Applejack said with a look at her pegasus friend. “You sleep anywhere in Equestria, either at home, the trees, or the clouds.”

“Hey! I may nap, but at least I get things done!” Rainbow said in defense. “But for them, I think they’re overdoing it.” She said while gesturing to the young group.

“If they keep this up, they’ll be too lazy for their own good.” Pinkie said while scratching her mane. “Like rotten cupcakes of baked bads.”

"That's enough!" Twilight interrupted before it could get out of hand. “Obviously, we've all been neglecting our own duties around this mobile base and I believe it's time for drastic measures." She then looked towards Applejack. "Is one of your relatives nearby?"

"Oh why do I have a bad feeling when she asks that?" Rainbow questioned the others with concern.





A bit later, the mobile base drove through the farm fields. “Trust me, y'all. You’re gonna love it. Farming is the best way to work hard labor and learn the value of little hard work.” Applejack said to the group. “It’s just what you youngins need.”

So they parked in front of a barn where an earth pony mare standing next to Apple Crops was waiting. “Howdy, Applejack!” She called with a wave.

“Howdy, Applecrisp!” Applejack called as she walked up to Applecrisp and the two shared a hug. “It’s been so long since our last family reunion. And you, Apple Crops, you’ve gotten so big.” She said to Apple next to his mother.

“Hi, Aunt Applejack!” Apple Crops said with a smile.

“And y'all must be Applejack’s friends.” Applecrisp said with a smile.

“That’s right.” Twilight said with a friendly smile and gesturing to her friends. “And these are our friends.” She said while the young group looked away boredly. “And these children are our students.”

“Hi!” Apple Crops said with a smile.

“Hey.” The younger group said dully as Apple's pet pig snorted.

“Well, enough chitchat.” Applecrisp said to them. “You’re here to work. You can start by unloading that wagon of feed over there.” She pointed to a wagon filled with bags of feed.

"Y'all heard my cousin, line up and prepare to move the feed!” Applejack told the young group.

They all started grabbing some bags of feed, but for some of them, the bags were heavier than they look, but for those like Manny, it was easy to lift. “Oh, man. There’s got to be like 1,000 of these things.” Smolder complained.

“Looks like a job for--” Helix started as he was about to reach the Omnitrix, but Applejack stopped him.

“Helix ‘I’m too lazy to fill a water tank’ Watch, and only him.” Applejack said firmly as she gave a glare. “If ya know what I’m saying.”

"Yes, Applejack." Helix replied with his ears folded back.

"Is it just me, or is the fun part of our summer just ended?" Attea asked the others as they started moving the heavy bags of feed into the barn.







A bit later near sundown, Applejack moved the last of the bag onto the huge pile of them as she sighed. “Whoo-wee! That’s the last of it. Whoo! Nothing like working up a good sweat, right y’all?” She asked as she looked around, only to look down to not only see the children panting in exhaustion, but her adult friends as well, except for Manny since he’s used to heavy weights.

“Y-You call this, good sweat, AJ?” Rainbow questioned while panting.

"And I'm starving…" Manny mentioned. "When's dinner?"

"Come and get it, y'all, suppertime!" Applecrisp called out chiming a triangle.

"I did that with my mind!" Manny called out jokingly.





A bit later, the group are in the farmhouse’s dining room while they are having an apple based dinner. “Mmm. Good grub, Applecrisp.” Dust complimented.

"Yeah, with no actual grubs in it this time." Smolder whispered to the others.

"So you don't have any TV or video games here and there's no mall around for miles?" Helix listed out before he looked at Apple Crop. "What do you guys do around here for fun instead of working?"

"Well you won't believe what I saw last night." Apple Crop mentioned with a smile.

“Now, none of that.” Applecrisp said with her head shook as Apple Crop frowned. “No one’s interested in your tall tales.” She said as she then stood up while carrying her plate. “Let’s get these dishes washed and then hit the hay.”

“What?!” Spike asked in shock as they looked out the window. “But it’s still light out!”

“Trust me, y’all be glad you got the sleep come morning.” Applejack said to them with a smirk.

“Well, we better get ready for bed then.” Fluttershy said to them.





The group are then following Apple Crop through the fields with the younger group walking up to him. "So tell us, what did you see last night?" Helen asked as they walked.

“Ah, nothing. You wouldn’t believe me anyway.” Apple Crop said to them.

“Try us.” Zs’spoocy said to him. “We’ve seen some pretty bizarre stuff this summer.”

“It’s true. We really have.” Ocellus said.

“Well, I was down in an old stallion Appleseed’s pasture when, right in front of me, bigger than life was…” Apple Crop said as the others listened to him. “A mummy! A genuine Equestrian ancient walking-dead mummy!” He exclaimed as he stood on his hind hooves and walked like an undead-pony while getting back on all four.

“Really?” The young group asked in surprise as they looked at each other in interest.





They then entered a shed as they walked upstairs where there were some lamps and rows of bunk beds around. “Here it is, home sweet home for the next week.” Apple Crop said to them.

They then smelled something in the air. “Ew. What’s that smell?” Flash questioned while covering his nose.

“Oh, this is the chicken coop too.” Apple Crop answered before he walked off. “See you in the morning.”

"Why did we come here…?" Rarity questioned after hearing they're sleeping in a chicken coop.

"Hey now, this is one of my family's farms.” Applejack reminded her.

“Uh. Can this day get any worse?” Helix questioned as he laid on a bed, but then a hard cluck was heard under his pillow, which caused him to jump up. “Hey!” He called before he moved his pillow to see a chicken underneath it.

Pinkie gave a giggle. “Well. At least we won’t have to worry about fresh eggs in the morning.” She joked as the chicken fluttered off.

"Sorry, Ms. Chicken." Fluttershy apologized to the chicken.





A bit later in the middle of the night, Helix and Helen carefully snuck out of the guest house where the other young ones were outside waiting. "Where do you think you two are going?" Misty questioned with a brow.

"Same place you are." Helix replied as they all had the same idea in mind.

"Mummy hunt." They all said in unison before they went off to find this mummy.

They walked through the field and a bit later, they entered the farmland Apple Crop told them about as they found a crater with a trail of purple glow on the ground. “Think it’s where Mummy’s tomb was?” Yona asked.

“A tomb in farm lands?” Misty questioned with a brow.

Zs’spoocy then noticed something on the ground before she flew closer to the glowing footprint. “These prints are glowing. A kind of glow I haven’t seen in years.” She said.

Then coming out of the fields ahead were purple glowing mutated cow-like creatures as they growled at the group. “Uh, I know I’m a city girl, but cows aren’t supposed to look like that, right?” Helen questioned nervously.

"No, but that glow is kind of familiar." Zs'spoocy mentioned before the mutated cows started to charge at them. They quickly scattered to avoid the horns before the disguised alien young ones took off their ID Masks.

“Split up!” Helix called as the group scattered  from them as most of them went after Attea and Misty, but Helix, who transformed into XLR8, and Helen quickly grabbed them as they moved them away from the mutant cows.

“Thanks.” Attea said as XLR8 put her down while Helen put Misty down yet before Misty gasped as the mutant cows head towards them.

“Better get to high ground while we distract these guys.” XLR8 said as he and Helen zoomed off to the mutant cows before they stopped behind them. “Ha! Toro, toro!" He called out before the Bulls charged right at them and they quickly zipped behind them again.

"Olé!" Helen shouted before they noticed the glow on the mutated cows became brighter as they sounded angrier. "Okay, that's definitely not what a cow should do right?"

“No, they don’t.” XLR8 said as he quickly zoomed to the back and pulled on a mutant cow’s tail.

“Helix, watch out!” Ocellus called as a mutant cow came out behind him, but then it charged at him as XLR8 flew and crashed into a tree. “Never mind.” She said sheepishly as XLR8 fell to the ground.

“Okay, time to get serious.” XLR8 said as he got up. “Helen, help me grab some wiring.” He told her.

“Right!” Helen said as she and XLR8 sped up with the mutant cows chasing them as they quickly grabbed some wiring from the fences and quickly spun around as they tied the cows down. “That’ll hold them.”

"Yeah, but what happened to them?" Manny asked.

"Only way to find out, and that's to follow the glow trail." Attea said as she gestured to the glowing footprints on the ground. "And judging by those footprints, I say this mummy isn't equestrian at all."

“Then what exactly is it?” Sandbar asked in wonder.

“Only one way to find out.” XLR8 said before gesturing to the glowing prints that seem to be going into a pasture.

“Helen, Helix, don’t you dare leave us here…” Misty tried to say, but the two speedsters already sped off. “Alone.” She finished in slight fear.

“Sometimes they think way too fast.” Manny muttered while rubbing his head.





Helen and XLR8 sped off while following the trail before they looked and saw a tower and a shed before they saw a glowing figure digging a hole, which happens to be the mummy, which its bandages glowing purple on the inside with a pharaoh’s head-dress that is red and gold while it’s bandages moved around while digging on the ground.

“Whoa! Looks like Apple Crop was right!” XLR8 said in surprise.

“But why would a mummy try to get back into the ground?” Helen questioned with a brow before seeing a purple glowing rock. “And what is that stuff?” She asked, but then the mummy turned when it noticed them as they gasped. “Uh, hey, we didn’t mean to disturb you. We were just wondering.” She said nervously.

The mummy then gave a roar as it jumped up high and slashed its bandages at them, but the two speedsters quickly moved aside as they moved next to the shed. The mummy then slashed again, which hit the shed as the front part opened up.

XLR8 saw this as he went into the shed and tossed many sharp tools at the mummy, but it unravels it’s bandages as they went through him and hit a pillar behind him as Helen and XLR8 then gave the mummy a kick to the head, but it was unfazed as it wrapped it’s bandages around them and smacked them to the wall of the tower.

“Okay, that didn’t work.” XLR8 said as he and Helen zoomed up to the tower as they looked around for the mummy with their visors, but no signs of them. “Where did it go?” He asked before he and Helen were smacked down to the ground as the mummy jumped down in front of them with its back turned.

“Found him.” Helen groaned while rubbing her head before she and XLR8 heard the Omnitrix beeping. “Oh, boy.” She muttered before the Omnitrix timed out, which got the Mummy’s attention as he turned to them and saw Helix normal form.

“I hate it when that happens.” Helix groaned while looking at himself.

“Sometimes I wonder if the timeout function has an on or off button.” Helen muttered as they turned and saw the mummy wrapping its bandages around the pillars behind them and pulled it off as the tower was about to come down on them. “Helix!” She called as she quickly grabbed Helix and sped out of the way before the tower collapsed.

The others managed to catch up as they saw the two on the ground, with Helen on top of Helix. "Do you two need a moment?" Gallus asked with a brow as the two blushed and quickly got off of the ground. "So what happened here?"

"The mummy Apple Crop told us about, that's what happened." Helix replied before they noticed the mummy was gone. "Where'd it go?"

"The moment it saw us, it just attacked us after it was digging something out of the ground." Helen told them as she pointed to a hole in the ground. "But it looks like it grabbed it and ran."

"What did it look like, you know, the thing it was digging up?" Attea asked.

"It looks like some sort of purple rock that was glowing the same color as the footprints." Helix answered.

“But it’s gone now.” Helen finished as they all looked at the empty crater where the purple rock was once at.





Back in the shed, the young group went up to their beds and flopped on them in exhaustion. “Oh, man. I’m beat. I could sleep for a week.” Helix said as he slept on the bed, but then Applecrisp came up behind him.

“Rise and shine sleepy heads!” Applecrisp called, which caused Helix to jump out of bed as he fell to the floor while the others got up from their beds.

“You’ve got to be kidding. It’s 5 a.m.” Misty whined.

“And those cows aren’t gonna milk themselves.” Applecrisp said to them while the adult ponies got up with a tired groan while Applejack stretched and felt well rested.

“Now, aren’t y'all glad y’all went to bed early?” Applejack asked with a smile.

"Could get a bit more though…" Rainbow muttered as the young ones had dull looks on their faces as they didn't get any sleep at all.

“Was it really a good idea for Applejack to teach the children about hard work by going to a farm?” Flash questioned his marefriend with a brow as Twilight gave a sheepish chuckle, realizing that her idea to let Applejack teach them may have backfired.





The young ones were in the barn with Apple Crop as he was showing them how to milk a cow. "Just squeeze and pull, squeeze and pull." He told them as a bucket of milk was being filled up.

"Dude, aren't there like machines for this kind of thing or something?” Manny questioned him.

“Ma doesn’t believe in them. Says they spook the cows.” Apple Crop explained.

“Isn’t there something else we could do?” Gallus questioned.

“Well, the manure needs to be shoveled.” Apple Crop said while gesturing to the large amount of manure next to the barn with flies flying around, which made the young group's eyes widened.

“Milking!” They all said in unison as Apple Crop and the adult ponies walked out.

“Okay, this is gonna take forever.” Smolder complained about the amount of cows around them that needs to be milked.

"Unless…we get a little alien help to speed things up." Helix mentioned as he activated the Omnitrix.

"Uh Helix, Applejack told you specifically to not go alien to do farm chores.” Ocellus reminded him as he already picked an alien form and pressed the two buttons to make the core pop up. 

“I guess you’re right.” Helix said with a smirk. “You wouldn’t want to miss out on the experience of milking all these cows?” She questioned while gesturing to the cows as Oellus looked at the amount of cows as one of them let out a moo.

"I vote he changes into an alien!" Silverstream quickly exclaimed as the others raised up a hoof, claw, or arm.

“On second thought, change please.” Ocellus quickly said as Helix smirked and slammed the core down.





A bit later, most of the young group, except for Manny and Helix, are relaxing on a pile of hay. “Oh, yeah. This is working out great.” Gallus said.

“Sure is relaxing.” Silverstream said as Fourarms and Manny are trying to hold the cows to stand still.

“Stand still, will ya?” Manny questioned.

“We don’t like this anymore than you do.” Fourarms added as one of the cows kicked a bucket filled with milk.

“Hey, man, that one was almost filled!” Manny yelled out.

"Don't blame me, the cows won't stay still!" Fourarms called out before the two of them fell back with the cow weight on them.

“How’s it going in there?” Applecrisp asked while knocking in the barn as they all gasped and looked at Fourarms, since he was still transformed as they quickly thought of a plan before Applecrisp entered the barn and saw the young, except for Fourarms, started milking while Manny is back in his ID mask disguise.

“Oh, just milking away.” Misty said with a sheepish smile while she and the others started milking.

“Where’s that Watch pony friend of yours?” Applecrisp asked, seeing that Helix isn’t with them.

“He…went to go get more buckets for the cows.” Attea said with a nervous smile.

“Ah.” Applecrisp nodded. “Well, when you’re down here, find Apple Crop.” She instructed as she walked up to the doors. “And he’ll show you your other chores for the day.” She said before she closed the door as Fourarms popped up from the pile of hay as they all looked at each other with smirks.





Later, Apple Crop was showing them how to slog the hogs as he poured some pig feed into a feeder for some pigs to eat. He then handed Helen the bucket as there were multiple pig pens around them. After he left, they smiled at one another before Helix transformed into Swampfire before throwing seeds next to bags of pig feed. A few vines then grew out from the seeds as he controlled them to fill up every feeding bin within each pig pen.





A bit later, they are at a chicken coup where Apple Crop showed them how to pick the eggs from the chickens while giving one to Helen. Who smirked as she raced into the chicken coup as the door closed. The group then heard all the chickens clucking as Helen rushed out with a bunch of eggs, but one of the chickens was still on the stack as they pecked on her head as she sighed.





A bit later, Apple Crop hooked up a prowl to Sandbar as he walked off. But the group looked at each other as Helix activated the Omnitrix and transformed into XLR8 to grab the prowl and race across the field to plow it.





Then lastly, Apple Crop showed them how to put up the fences as he gave them the tool as he walked off. The group smirked as Helix transformed into Diamondhead and poke a hole into the ground before putting in the fence's support beam as he gave a smile at the work.





Near sundown, the group walked with Apple Crop through the field. “So, do you have to work like this every day?” Helix asked in wonder.

“No. During planting and harvest seasons, we don’t have it so easy.” Apple Crop said with a shrug. “But, to tell you the truth, at least it keeps you busy. It’s usually pretty boring around here.” He said to them. “It’s not like everyday a mummy appears in a flash of purple lightning.” He said as he walked off.

“Purple lightning!?” They all asked in shock as they are familiar with the lightning.





“Purple lightning?" The grown-ups asked after hearing what the young ones were told from Apple Crop.

“Just like when we fought that alien werewolf in the desert." Helix reminded them.

"And last night, we sort of went looking for the mummy and we ended up finding it, along with a couple of mutant cows." Ocellus added. "No way any of those things can be a coincidence."

"I don't like it, but it might be worth checking in on." Twilight mentioned as she had a thoughtful look on her face. "You can fill us on the way while we can see what Azmuth can give us to figure this out."





A bit later, the group are at the mutant cows that were still tied up by Helix and Helen as Azmuth scanned it with his scanner. “Well, this would explain your mutant cows, but I’m afraid we’ve got an even bigger problem to deal with." Azmuth told them.

“Bigger than a rampaging mummy and monster cows?” Misty questioned.

"I’m picking up trace readings of Corrodium.” Azmuth said while looking at the scanner.

"Corrodium?" Zs'spoocy repeated with realization. "No wonder that glow is familiar to me. It's from my solar system. It's a very powerful mineral that you don't usually find in other solar systems. But it's very dangerous as well if you're not from mine."

“Then perhaps a meteor must’ve crashed around here a few thousand years ago, scattering debris all over the area.” Twilight theorizes. “Depending on how deep and how far they’ve scattered from the two locations you’ve shown us.”

“The mummy is a rock collector?” Spike questioned with a brow.

"No Spike, if this mommy is trying to find some corrodium, that means it's not a mummy, it's an alien from my solar system." Zs'spoocy explained. "You see, my species along with other species in my solar system are immune to it, but other species that are exposed to this mineral… well, you can see the results." She told them as she gestured to the two mutated cows.

“Which is why it's impossible to even get a DNA sample from there." Azmuth added. "And you said this mummy dug up two holes. If it finds more of this stuff, it'll be near impossible to defeat. Lucky for us, I can use the mutated cows to trace the corrodium and if we find it, we'll find the mummy."

“But we have to move, because if the mummy gets more corrodium, he could turn every living being in Equestria into one of them.” Zs’spoocy said while gesturing to the cows.





The mobile base followed Azmuth’s scanner as they stopped next to a big building. “Scanner indicates that the corrodium readings are highest right over there.” Azmuth informed while gesturing to the building.

“Digby Dairy? They make my favorite Ice Cream!” Pinkie said with excitement.

“Sweet!” Helix added with a wide smile as the group quietly went past the security guard and into the building.





With Azmuth on top of Twilight's head, they followed him into the building until his scanner went haywire when they came to a large open area of it. "I'm picking up a large amount of corrodium buried right underneath the floor, right here." He informed the others.

"I'm on it!" Helix called out as he activated his Omnitrix and transformed into Shock Rock before jumping down to the lower floor.

"Helix, wait!" Dust called out as Shock Rock morphed his hands into drills and started digging into the floor.

After a bit of digging, Shock Rock found the corrodium. “Found it.” He said.

“Nice work, genius.” Misty said with a look as they walked down to him. “You just did the mummy’s work for him.”

“Oh, yeah. My bad.” Shock Rock said sheepishly as the lights started flickering.

“We’ve got company.” Delta said as they saw the mummy appeared. He came up towards them with each flash as his eyes glowed at them.

“I don’t think he’s here for the chocolate zoomies.” Venus said with a cringed look.

"You think?" Smolder as Ocellus quickly armored up just as the mummy jumped right at them. Shock Rock quickly morphed his right arm into a blade before stabbing the mummy right through its chest.

"Now that's going to leave a mark!" He said before the mummy wrapped its bandages around his arm. ”Hey, let go of me you overgrown toilet paper!" HE called before the mummy tossed him aside and opened up its chest to reveal the other two corrodiums as the bandages grabbed the third one and placed it in its chest.

“It’s got the corrodium!” Hope called as the mummy closed its chest and gave a roar.

“Okay, time to suit up.” Ocellus said as she put on her armor while the alien youngs removed their masks while Venus and Hope ready themselves as did the others. The mummy started to attack, but they dodged its strikes while Shock Rock came out as they fought the mummy as it got its bandages wrapped around Manny’s wrist.

“Oh, no you don’t!” Manny called as he pulled the mummy towards him and smacked him back before Shockrock charged through a wall and tossed him as they all regrouped as the mummy stood up unfazed by their attacks as he opened up his chest to show the corrodiums, which they backed away from.

“He’s trying to expose us to the corrodium!” Delta exclaimed as they all backed away from the mummy, who is advancing towards them as the security guard came up from the door above.

"What's going on in here?! The security guard from outside questioned as he looked down.

"Get away!" Flash tried to warn the security guard before the mummy quickly grabbed him and pulled him closer. The security guard screamed as he was exposed to the corrodium began to mutate right in front of the others.

“It’s terrifying!” Fluttershy cried out as they saw the security guard mutated into a creature similar to the cows from before as Dust and Delta quickly put in devices on everyone's chest as a suit formed around them.

“Uh, is it now fashion time? Because if so, I’m not ready and these aren’t fashionable.” Rarity said.

“They’re level 10 hazmat suits. Not fashion designs.” Delta said to them. “It will protect us from any exposure.”

“We don’t wanna return home all mutated.” Dust added.

"Go thing for me, I'm immune to it." Zs'spoocy mentioned.

“Hey! What about me?!” Shock Rock questioned, since he’s the only one without a suit.
 
"Me too!" Ocellus asked next.

"As long as you're in alien form and have the mechamorph armor on, you both should be okay." Azmuth told them.

"What do you mean by 'should be'?" Shock Rock asked him before the mummy grabbed hold of him and flung him back.

“Well, at least it’s better than nothing!” Manny called as the mutated guard charged at them.

“Run! Now!” Flash called as they rushed off as Hope and Smolder stood in front of the group.

“You ready for a spell run, Smolder?” Hope asked while in ready position.

“You said it.” Smolder said as she ready her arms.

"Let me help you with that." Twilight offered as she readied her horn.

“Mulcha objectia.” The three said in unison, but then their suits inflated as they started bouncing around with screams before they knocked the mutated guard away as their suits deflated and they fell to the ground.

"Okay, quick note: never tried to perform magic well inside a level 10 Hazmat suit." Twilight groaned while rubbing her head.

“But it was pretty funny to see you all bounce around.” Pinkie said with a chuckle.

“But it goes to show we can’t use our magic in these things.” Rarity said while gesturing to her suit. “They could at least look good.”

“Don’t look at me.” Venus said while looking at his hooves. “I need to touch the ground if I need to use my powers. But in this suit and in the building with no plants, I can’t so much grow weed.”

"Look out!" Delta called out as they avoided the mutated security guard. They then ran down the hallway as they thought they lost it before they heard something zip by. They looked around before they saw the security guard in front of them as they scattered and Flash removed a pipe from the wall.

“Alright now. I don’t wanna hurt you.” Flash warned before the security guard sliced it in half with its claws. “So much for that idea.” He muttered while dodging another swipe, dodging each strike as he threw the broken pipe to him, but he deflected them and it knocked Flash over the railing as he yelled.

"Hang on, Flash!" Rainbow called out as she tried to fly by, only for the mutated guard to swing its arms and knocked her right into a wall. The mutated security guard then turned its attention towards Fluttershy as she quickly ran away from it. Chick really jumped into a convenient belt and crawled into a machine as it got on top of it. As Fluttershy crawled around, the mutated security guard stabbed through the vent to try and get her.

“Yeeha!” Manny called as he swung on the crane and smacked the mutated guard and into the machine. “Let’s wrap this up!” He called as Misty pressed on the button that activated the machine as the mutant security was pulled in. Once came out the other end, he was tied up as he struggled to break free.

Then an explosion happened behind them as Shock Rock was still fighting the mummy as he shot an electric beam at him, but the mummy avoided it as it went through him as the Omnitrix timed out. Which made Helix eyes widened as he gave a sheepish smile and ran into a corner as the mummy ran past him.

Helix sighed in relief, but flinched as he felt a hoof on his shoulder, turning to realize it’s just his father as he placed the hazmat suit on him. “Okay. Not exactly my style, but…” He was cut off when the mummy grabbed Delta and tossed him away.

“Scatter!” Attea called out as they spread out with the mummy chasing after Helix.

“Helix, slop the hogs!” Misty called out as Helix went to a barrel and tripped it over as some strawberry ice cream spilled out and the mummy slipped and slid across the floor and into the wall.

“Hey, Applejack was right. This farmwork stuff really does pay off.” Helix said with a smile as Ocellus rushed up to the controls.

“One of these has got to do something.” Ocellus said as she pressed a button that activated something. “There!” She called as Attea held up a hose as the mummy got up and charged at them.

“Eat marshmallow, mummy!” Attea called as she fired melted marshmallow at the mummy, causing him to crash and leaned onto a hole where a tube is above it as Helen rushed up to the controls.

“Or maybe you’d prefer peanuts!” Helen quipped as she pulled the lever as peanuts fell from the tube, which caused the mummy to fall down to the hole where a fan blade was below it as it screamed while the young group cheered before the mummy was shredded, which made them all cringed back in disgust.

“Yikes. That’s disturbing to a mummy.” Zs’spoocy said with a cringed express. “And I’ve seen freaky stuff.”

“Well, at least it’s shredded. Let’s go.” Smolder said as they walked off, but then the bandages shot up and grabbed Helix’s hoof.

“Yikes! Guys!” Helix cried out as they all looked and saw Helix tied up as the mummy got out of the hole and reformed as it dragged Helix closer to him as he struggled to break free. But Helix’s suit ripped up from his right hoof.

“His suit is ripping!” Twilight called in worry. “He’ll be expose to the corrodium!”

Helix struggled to break free before the mummy wrapped around the Omnitrix, which caused it to flash yellow as the hologram ring popped up and switched to many aliens.

“The Omnitrix.” Azmuth said as they looked at it making a mummy’s icon. “It’s sampling the mummy’s alien DNA the second it wraps its bandages around him.” He said as the mummy icon is finished.

"Unknown DNA sample acquired: Thep Khufan now available."

“Helix! Go alien before you begin the mutate!” Dust exclaimed. “It’s your only hope!”

“Time to fight mummy with mummy!” Helix declared as he quickly slammed the core down, but instead of a mummy form, he transformed into Upgrade. “Upgrade?” He asked as he got free from the mummy’s grip. “Well, at least I’m safe.” He said as he reformed behind the mummy, but he was whacked away as he crashed into a machine.

"Helix, be careful near that." Twilight warned him when he hit the machine. "That's filled with liquid nitrogen, it'll freeze you solid within seconds." Upgrade looked at the machine after hearing that information and got an idea before he merged and took control of it.

"Just wanted you all fired up before cooling your way down, permanently!" He told the mummy before blasting it with a beam of liquid nitrogen. The mummy quickly threw its wrappings right at him before it was frozen solid before it could reach him. “Anyone ordered an extra-large of mummy ripple?” He joked as they all smiled.





A bit later, Upgrade got out of a barrel as they saw his friends spreading some cement into the ground where they buried the mummy. “Nice work, Helix.” Flash said with a smile. “By the time the day shift begins, the concrete will be hard and no one will ever know a mummy-sicle is buried under here.” He said just as Upgrade moved himself from the concrete mixer before the Omnitrix timed out.

Misty let out a scream when the red light died down. "The mummy turned Helix into a hideous mutant!" She cried out as Helix just turned back to his normal self. "Oh wait, you always look like that."

"Haha, that's so funny I almost forgot how to laugh." Helix said sarcastically.

"Speaking of which, what about those cows and the security guard?" Helen asked in concern. "What's going to happen to them?"

“Not to worry. They weren't exposed enough to the corrodium for the effects to become permanent.” Azmuth assured them. “It should wear off eventually.”

"But just to be on the safe side, we should probably put the security guard back in this little cubicle." Rainbow suggested.

“Great idea.” Venus said as they carried the tied up mutant guard and out of the factory.





A bit later, the guard woke up, now returned to normal, and saw that his uniform was all shredded as he yelped and tried to cover himself.





The group then walked back to the mobile base. “Guess we’d better head back to the farm. Applecrisp might have more chores for us to do.” Applejack said as she took the lead.

"Yeah…about that…" Attea spoke up to get the grown ups attention while they all looked sheepishly. "We've been talking and well…"

"PLEASE DON'T GO BACK TO THE FARM!!!" All of them pleaded in unison. "WE LEARNED OUR LESSON AND WE'LL DO OUR CHORES FROM NOW ON WITHOUT COMPLAINING!!! PROMISE!!!" They all called.

The adult ponies looked down at them in surprise before Delta sighed. “Oh, thank goodness. I forgot how much I hated farming when I was a foal.” He said.

“Definitely too much farming for us.” Dust added with a giggle.

“It does look like you all finally learned y’all lessons on hard work. So, I guess we could leave.” Applejack said with a small smile as they all smiled in agreement. “I’ll send Applecrisp a letter through Spike to let her know.”

“Sure thing.” Spike said as he quickly took out a quill and paper.

“Now let’s get out of here before we get stuck in manure duty again.” Twilight suggested as they nodded and they rushed up to the mobile base to get back on the road before they did any more farm work.
> Chapter 33: Home Bot
> --------------------------------------------------------------------------

In Fillydelphia, the group made it to a carnival as Helix was at the stand with a ball in hoof. “Bottom of the ninth, two out, full count.” He said to himself as he spun his ball. “Watch winds up and…” The stallion behind the counter waited before Helix threw the ball at a bunch of stacked bottles but none of them knocked over. "Oh come on, this game has got to be rigged! I totally nailed those bottles!"

"Knock over the bottles and you'll win a prize, you knock over squat you'll win squat." The stallion told him before Helix walked away.

"You would think a part of Equestria that focuses on family friendly and brotherly love, wouldn't cheat at a carnival game." He complained.

“Well, that’s the way life is, Helix.” Flash spoke up with a smile. “You win some. You lose some.”

“Let’s go. You can’t visit Fillydelphia without seeing the liberty bell.” Twilight said as she walked off.

"I never understood the importance of an old bell." Rainbow mentioned. "Especially one that has a crack in it."

"You know if I went hero, I could totally win at every single game in this carnival." Helix told his friends.

“Sure, use the most powerful device in the universe to cheat at whack-a mole. Real nice.” Misty said sarcastically as she nudged her cousin.

“Hey, tell that to Manny when he tested his strength on that bell.” Helix said while gesturing to the disguised four-armed alien.

“Hey, it’s not my fault my strength can be a bit uncontrollable.” Manny said in defense as they kept going, but then a wagon came smashing through a stand while heading towards Helix.

“Oh, not good!” Helix exclaimed as the others pushed him out of the way as the wagon took off before they saw something on the back of the wagon.

“They’re getting away with the liberty bell!” Applejack exclaimed.

"Not if Quillspeed has anything to say about it!" Helix declared as he activated the Omnitrix while the others covered him before he transformed. When it died down, he became a different alien and not the one he wanted.

"And of course, he doesn't." Helen mentioned as they saw he had transformed into Greymatter.

"Oh man, what is wrong with this watch?!" He complained before he looked over at the strength bell and got an idea. He quickly ran over and jumped onto the peg at the bottom of it. "Manny, give me a lift!"

“Sure thing bro.” Manny said as he grabbed a hammer and used his strength to shoot Greymatter up to the bell, which made him go flying to the wagon. He crawled to the wheel and detached it, which caused the wagon to serve on the boardwalk before Greymatter went flying and landed on a bell full of jelly beans.

Greymatter got up and licked one of the jelly beans. ”Now this is what I call a sweet landing.” He said before the officers came up to the crashed Carriage before he noticed a sign next to the bell. "'Guess how many Jelly Beans and win a free new music pocket.' Ah, that is so simple with a small alien with a mega brain." He bragged before he dived into the bell. "An average size of a jelly bean is 1.3 cm and the they are all piled in is about the size of two baby dragons. So we're talking about 6,532 jelly beans." He said before he resurfaced and relaxed before eating one of the jelly beans. “Make that 31 jelly beans."





A bit later, they group exited the fair while the young group noticed Helix’s new music pocket. “Nice music pocket, Helix.” Sandbar said in amazement. “How’d you get it anyway?”

"I won it, with a big help from a little friend of mine.” He bragged as he had a smug smile on his face.

"You used Greymatter, but isn't that cheating?" Ocellus asked him.

“It’s not when I just had to guess with a smart brain,” Helix said in defense. “Besides, I don’t see a sign that says ‘No aliens allowed’.” He pointed out. “Besides, I was already transformed by mistake. At least it got some good out of being small.”

"Hey Helix, come look at this." Flash called him over as he was looking at a television in a window shop. "Your hometown, the Beaters, are playing in the finals of the Little League World Series."

"Wait, what?!" Helix exclaimed with disbelief as he saw a few other colts wearing the same baseball uniform on the television. "That's impossible, I was supposed to be on that team!"

“Yeah, if only you could hit, or throw, or run…” Misty listed out.

“Mom, Dad, think we can go?” Helix asked desperately.

“Or catch or sl--” Misty was cut off when someone stepped on her hoof. “OW! What was that for?!”

"Oh, sorry, I thought I saw a spider.” Helen said with a smug smile.

"Well, if you want to find out why they went without you, I don't see any reason why not.” Delta mentioned with a shrug. “Plus I used to be quite the baseball player in my days."

"So I guess we're going to a baseball game then." Twilight mentioned with a small smile.





A bit of driving, they parked up at a baseball station. “Welcome to the first station of little league baseball. That honored institution, where dreams of greatest are first forged in young minds, along with the life lessons of fair play.” Twilight explained.

“Hear that, Helix? Fair play.” Misty said to him while Helix was playing with his music pocket.

“Ha, you’re just jealous ‘cause I won’t let you listen to the music pocket.” Helix said with a smirk.

"Uh, does anyone else notice a bunch of security guards at the front gate?" Sandbar asked as the mobile base stopped to let some security guards do a little inspection on the outside. "What gives?"

"Princess Luna is sort of a baseball fan, so she and Celestia are going to make an appearance in the second running of the game." Twilight explained.

“Seriously? Didn’t know Luna was such a fan.” Spike said in surprise.

“Learn something new everyday.” Dust said with a shrug as they proceed forward before they entered the parking lot.





Soon as they all went out to get a nice little snack before the game before Helix spotted his hometown team practicing catches and throws on the field. "They're the Beaters!" He called out with a bright smile. “I'm going to go say hi to them!" He quickly raced out to the field to greet his teammates from school before a magical aura grabbed him by the tail and suddenly wrapped it around the gate door. As he struggled to get down, he saw two colts looking at him with smug smiles on their faces and he knew who they were the moment he saw them. One of them was a unicorn colt with a light blue coat and black mane while the other was an earth pony colt with a tan red coat and yellow mane. "No way, not you two!"

"Well look who's here, JT, Hangy Watch." The unicorn colt made fun of Helix.

"Good one, Cash." JT complemented with a chuckle.

“Hey, put him down!” Helen ordered with a look as the two bullies turned and saw the young group walking up to them.

"Not cool." Manny mentioned as he untied Helix's tail and he fell to the ground. "Oops, sorry man."

"Well, looks like you found a bunch of your own kind to hang out with, a bunch of nerds." Cash told Helix as he got off of the ground and dusted himself off. “Thought you'd be hiding out from us until school started, shrimp."

"Yeah well, for your information, I've been a little busy saving the world this summer instead." Helix told him with a look.

“Ooh-ooh! Saving the world! Ha!” Cash mocked in amusement.

“Yeah, this pee-wee’s in his own world.” J.T. said while waving his hoof over his head before Manny walked up and gave him a punch to the head. “Ow! Hey!” He exclaimed while holding his head.

“No one talks to our friend like that!” Manny said firmly.

"Besides, what are you two doing here?” Smolder asked the two bullies. "Hiding out from the cops in your hometown because you did something wrong?"

"For your information, smoke breath, the two of us are part of the team." Cash replied.

"'Smoke breath'?!" Smolder growled at that insult.

"Easy girl, don't let him get to you." Attea told her as she glared at the two bullies.

"How'd you two make the team anyway?" Helix questioned them.

“Talent. 100% pure talent.” Cash bragged with a smirk.

“Oh, and four guys got the horseyhives.” J.T. added before Cash elbowed him.

“Aw, man! That means I would have made the team, too.” Helix said to himself.

“Yeah, by default.” Misty said before Attea smacked her again. “Wow! Will you guys stop doing that?!” She questioned in irritation.

“Not until you stop insulting Helix first chance you get.” Attea said with a firm look.

"Duck!" Ocellus shouted as a few baseballs zipped past them and was caught by some colts wearing black and red baseball outfits. "Who are they?"

"The team we're playing against in the game." Cash answered as he and J.T. glared at the opposing team. “Did you come for a preview of what we're going to do to you in the next game?"

“The score in our last game was 28-3.” The opposing colt said with a natural tone. “The next one won’t be that close.”

“Yeah, well, I like to see that!” J.T. countered before Cash elbowed him again.

Just then, the young group turned and saw three colts throwing baseballs in sync, which made them, along with the two bullies, to duck as the other side repeated as they kept dodging them.

“Hey! Are you blind!? We’re not wearing uniforms!” Zs’spoocy exclaimed before a whistle was blown to make them stop.

“Excellent drill.” Their coach said firmly as he walked past the young ones.

"That wasn't a drill, that was almost a shooting range!" Delta complained as the adults saw what happened. "They nearly took their heads off!"

“Then maybe next time they'll stay out of the way." The coach replied as the team marched in an orderly line as they followed their coach. “Good luck, Beaters. You'll need it for the game.”

Cash then picked up a ball. “Ah! You’ve forgotten something!” He called out as he threw the ball at one of them, but one of the players caught it without even looking, making the group gasp in shock with their jaws dropped.

"How he do that?!" Silverstream questioned in shock.





A bit later, the crowd are all sitting in their seats as a security guard watches. “All clear.” One of them said as the group sat near the chairs.

“If the Beaters don’t win this game, the series is over.” Rainbow said to them as they saw the opposing games catching the ball in perfect sync.

“Something’s off about those guys.” Helix said after eating a carrot dog. “They’re too perfect. Even by standard teams.”

"Yeah, it's almost scary.” Misty agreed while she was on a high tech computer Azmuth built for her. Soon the beaters came out onto the field as Cash went up to the pitcher's mountain.

"We want a pitcher, not a hairy, stinky--" Helix shouted before his dad pulled him back into a seat.

“Helix.” Delta said firmly.

“What?” Helix asked innocently.

“Play ball!” The pitcher called as the crowd cheered as a beater hit a ball, which the opposing player jumped high and caught the ball over a huge bush as he landed on his hooves as the Beater gasped and dropped the bat in shock.





Soon the next batter was up as the ball came flying towards him and he was able to hit it, only the catcher behind him quickly ran up the side of the gate behind them to catch the ball. "Was that even allowed?" Ocellus asked the others after seeing what they just saw.





Then Cash is facing an opposing bat-en, but when he hit the ball, it broke the bat as the ball was sent flying and destroyed one of the sports lights as it made an explosion.





Then J.T. was the batter, but when an opposing player threw the ball, it was thrown so hard it caught flames as it went past J.T. as he looked and saw the catcher holding the ball in shock.

“Oh, man. We’re getting destroyed.” Helix groaned.

"I thought you didn't like J.T. and Cash." Smolder reminded him. "But to be fair, I can see the reason why."

"I don't, but I want them to stink, not the whole team!" Helix explained as Misty thought there was something up with the opposing team, the Squires.

“Listen to these stats I pulled up.” Misty spoke up. “The Squires’ team ERA is less than one. Slugging percentages, 986. No one in history, not the majors, minors, college, or little league has ever been this perfect.”

After hearing this, Helix had a look on his face before he looked at both Helen and Zs'spoocy. "Hey, can you both help me with something?" He asked them as he stood up. “It's something very important."

“Sure.” Helen said as she and Zs’spoocy nodded and they walked off while the others looked at them strangely.

Then on the field, a beater was readying his bat as he managed to hit the ball, but just as a Squire was about catch it, time slowed down as XLR8 was moving so fast to move the ball slightly before running off, suddenly went past the catcher, allowing the player to hit first base. The next batter stepped up to the plate as the picture through the ball and the batter was able to hit it in the air. One of the squires was about to catch it, but once again for time to slow down as Helen quickly ran up and threw the ball into the stands before running off, allowing time to resume and a filly caught the ball.

“Wow! Did you see that home run?!” Delta asked in awed.

"Yeah, that was amazing!" Twilight complimented.

“Perhaps too amazing.” Misty said as she brought out her camera. “I think it’s time for a little instant replay.” She said as she started recording.

Cash became the batter next as XLR8 went behind the crowd and opened his visor. “Ready to take one for the team, Cash?” He questioned before he sped off and moved the ball slightly with a laugh as he moved it towards Cash’s hip before he ran off and it hit him.

“First base!” The coach called as Cash yelled out in pain when the ball hit his hip.

“I’ll get you!” Cash called while pointing to the Squire while hopping away in pain.

Both Helen and Zs'spoocy was laughing after seeing what XLR8 did when he came back to them under the bleachers. "Good one, he really deserves that one!" Zs'spoocy told him before they saw J.T. walking up to the plate. "Oh, can I get this one?"

“Be my guest.” XLR8 said with a smirk as Zs’spoocy turned invisible and floated to J.T. and tied his hoof shoes together, which made him trip when he tried to hit the ball.

“Oh, the classes tie-shoelaces.” Zs’spoocy said with a chuckle. “That never gets old.”

"Okay you two, you had your fun, now let's get serious." Helen told them as J.T. untied and fixed his shoes before stood ready. Helen then sped off as she moved at high speed and moved the ball around, which caught the others attention as the ball kept moving around while Cash and J.T. moved to homebase before the ball was caught.

“Safe! Ballgame!” The coach called as the Beaters came out and cheered on for their win while the crowd cheered them on.

“Where’s Helix, Helen, and Zs’spoocy?” Venus questioned.

"Don't know about Helen and Zs'spoocy, but with Helix: he had five chili cheese carrot dogs, one gas and I'm not on bathroom duty." Misty told them.





A bit later, Helix, Helen, and Zs’spoocy are walking around the parking lot/camp as they looked around and followed Cash and J.T. in the woods. “Hey, hey, hey! Who rules?! Let me tell you. The Cash-ster, the Cash-man, sir Cash-a-lot!” Cash bragged.

“Okay, doesn’t he ever think about anyone but himself?” Helen questioned in annoyance. “Rainbow may brag, but not this bad.”

"Oh, you don't know half of it." Helix whispered in annoyance before they saw the squires walking up to the two bullies. "Now this doesn't look good."

“Come with us!” The squire exclaimed firmly.

“Out of my face, weirdo!” Cash called as he was about to swing his bat, but one of the squires took it and bend it, which made J.T. faint in shock while the three heroes looked in shock at what they’re seeing.

“Uh, you guys need to back off those new energy drinks.” Cash said nervously as a squire walked up and its eyes blimp up.

“Ugh, how come doing the right thing sometimes feels so wrong?” Helix questioned as he tried to activate the Omnitrix, but it was still timed out.

“I guess that’s the life of a hero, I guess.” Helen said with a shrug.

"Hungry, then why don't you try a knuckle sandwich?” Cash threatened as he was about to throw a punch before one of the squires grabbed his hoof and knocked him out with it. They then picked up the two bullies and carried them off as Helix, Helen, and Zs'spoocy followed them.





Back at the mobile base, Misty plugged in her camera into the computer and rewind the footage until she caught something on it. "I knew it!" She exclaimed.

“What is it, Misty?” Hope questioned.

“Guys, this is super, super, super slow motion with a bit of heat motion.” Misty said as she placed the ball moving in the field, but Misty rewind it and slow it down until it showed Helen moving the ball around as Misty paused it.

“Helen?” Manny questioned in surprise.

“No surprise Helix asked her or Zs’spoocy to help out with the games.” Smolder said with a shrug.

“They should know better. You don’t cheat in baseball.” Delta said firmly. “They are so grounded for this.”

"Normally I would do backflips as a thought of Helix busted, but I think there's a good reason why he became a hero and he asked them to do it in the first place.” Misty mentioned which caught all of their attention before pulling up a couple of Windows on the computer. "I just found out more about the Squires online and found something really odd about them. When you cross-reference the Squires' roster with a Baseball Hall of Fame database, the Squires have the same names as a bunch of old time famous players. And there's not even proof that any of these kids exist. No report cards, medical records, not even birth certificates, nothing at all."

"If that's odd, look what Squires coach is doing." Yona told them as she pointed outside the window.

They looked out and saw the squire looking at the guards before walking off. “Now why would a coach be checking on the royal guards instead of his own team before a game?” Pinkie asked in wonder.

“Don’t know. But something tells me we’re about to find out.” Hope said with a serious look.





Helix, Helen, and Zs'spoocy followed the Squires to an abandoned Factory where the front entrance automatically opened on its own when they walked up to it. The three of them carefully followed them inside before they saw alien technology all around them as well as a few robots as they strapped both J.T. and Cash to a couple of tables.

“Hey, look!” Zs’spoocy whispered as she pointed to two more tables with robotic heads that are on replicas of the two bullies buddies. “They’re not real players, they’re robots!” She called.

“That’s why they’re so good at the games.” Helix said with a serious look as the coach  entered the door as the three hid while the others tried to follow but the door closed on them before they could enter.

“I don’t know how they took control in that last inning, but we cannot risk it happening again.” The coach said while looking at the two bullies. “Scan them.” He ordered as two machines lowered down to Cash and J.T.

"Oh man…" J.T. groaned as he and Cash regained consciousness. "I just had the weirdest dream, we were both kidnapped by the Squires." The two of them then gasped as the two machines scanned their faces while their copies were being printed.

“This would be so cool, if it wasn't so freaky." Helix whispered to Helen and Zs'spoocy as the two robot copies were completed.

“These players will be our insurance policy. Dispose of the originals.” The coach ordered his team. “And the spies.” He said while gesturing to Helix, Helen, and Zs’spoocy without looking, which made the three heroes' eyes widened. They quickly got out of the floor and made it towards the door just as the squires picked up some baseballs and threw them right at them. They quickly jumped back into the holes in the floor when the balls came at them and it literally went through the door.

"Whoa! Glad they didn't do that when we first saw them!" Helen mentioned after seeing what they did to the door before she ducked back down.

Outside, the others saw the balls and quickly moved aside while trying to find a way inside. The three heroes inside then saw the robot squires throwing bats at them, which caused them to  move aside as they moved across the floor.

“Was that Watch with those two hot fillies?” J.T. questioned, thinking he saw Helix on the ground.

"That big wuss?” Cash questioned with a brow. "Like he'll be ever here, and no way he ever scored hotties like those."

"Remind me to punch him in the face after we save them." Zs'spoocy told the other two after overhearing them before dodging some incoming bats.

"If we can make it out alive!" Helen mentioned.

"Uh, you two are aliens, remember?" Helix whispered before he saw that the Omnitrix was back in the green. “And it’s looks like I’ll be one too!” He called as he activated and slammed the core down as he transformed into Diamondhead and shot shards up, which knock some squire bots away while he, Helen, and Zs’spoocy appeared with a glare.

“Whoa! It’s those alien heroes, like in the news!” Cash called out.

Helen quickly zipped around as she took out a few robots before Zs'spoocy used some ghostly telekinesis to move a big machinery to crush a few more. Diamondhead then grabbed the Casey and J.T.’s bots and smashed them together, which caused their heads to pop out while Diamondhead gave a satisfying smirk.

“Is it just me, or was that thing smiling when it smashed our robots together?” Cash asked nervously.

The three then circled the coach around. “Support units only.” He called as the robots from the ceiling came down on them.

"Boy, they sure got a ugly bots around here." Helen mentioned as she dodged a few of the robots before jabbing at a few of them. The others entered through the broken window and saw the battle.

“We have to free those kids.” Twilight said while gesturing to Cash and J.T. while Helen, Diamondhead and Zs’spoocy kept fighting the battle.

"Can we take our time doing it?" Smolder asked before Twilight gave her a look. They then carefully went over to the two bullies as Twilight and Rarity were working on unhooking them to the tables. Ocellus then noticed a monitor that had digital copies of both Princess Celestia and Princess Luna on them.

“The princesses!” Ocellus called, which made the coach turn to them.

“Team. Move out.” The coach said as he and his team walked out.

“Whoa! These ponies take their baseball way too seriously.” J.T. said before they saw the squires running out the door.

“The squires are getting away!” Applejack exclaimed.

"It's over for you." The coach told them before he pressed a button on his tablet before they heard something behind them powering up as a large generator was shooting out electricity.

"Diamondhead!" Delta called out before Diamondhead, Helen, and Zs'spoocy got in front of them as the robots were closing in on them.

"We can take 'em!" Diamondhead said.

"They're not the problem, that is!" Flash told him as he pointed to the overloading generator behind them. them. “It’s going to explode!” He called as they ran towards the door, but couldn’t open it, but Diamondhead grabbed a wiring and grab the bots before tossing them to the door, busting it open as Diamondhead fought off more robots.

“Go!” Diamondhead called as the group ran off while him, Helen, and Zs’spoocy fought off more bots before Diamondhead created a diamond wall around them just before the generator exploded, taking out the hole factory as the group were sent flying.

“Helix! Helen! Zs’spoocy!” Attea called as a robot was tossed to them with Diamondhead’s shards, signaling them that they were okay.

“Are those robots all gone?” J.T. asked nervously as a red flashed shined behind them as three shadow figures walked through the flames.

"Destroy all living creatures!" The three shadowy figures said, scaring the two bullies into hiding behind the adults before they revealed it was just Helix, with both Helen and Zs'spoocy in their pony disguises. “Destroy all life.” Helix’s voice called out, which made the two bullies scream in fear as they got behind the group as they saw him, Helen, and Zs’spoocy, who were back into their disguises, walked out of the flames with amusing smiles.

“Oh, hardy-har. You three missed all the action, as usual, Watch.” Cash taunted with a look.

“Well, for your information, those guys and us are…” Helix tried to say before Helen spoke up.

“Good friends. They’re old buddies of ours.” Helen said with a forceful smile before shaking her head to Helix to remind him of their secrets.

“Oh, right.” Helix said as he nodded in understanding.

“Guys, they have a copy of the Princesses’ faces!” Ocellus called with a worried look.

“What?! Then that means they might switch places with them like the league!” Twilight exclaimed in panic.

“We gotta stop them!” Venus called with a serious look.

“But we need a way to get on the field to do that.” Rainbow pointed out.

“Well, thanks for all your help and stuff, but we got a game to play.” Cash said rudely as he and J.T. walked off as the group looked at each other with smirks while turning to Helix, who smiled widely, knowing their idea.

“Not so fast!” Delta called, which caused the two bullies to stop.





Soon the next running of the game was in progress as the Squires were out on the field during the ball to one another. "It's game time, and the favored Squires have taken the field." An announcer announced as the coach stood in the Squires' pit with two players behind him.

“Nine innings and our plan shall be complete.” The coach said as the two players saluted before they morphe their bodies to look like Princesses Celestia and Luna.





At the entrance, the Beaters are walking in while at the back was Helix, dressed as his favorite league as he gave a chuckle as he was pretending to be Cash while Manny had readjusted his ID mask to look like J.T.. In the mobile base, the others watched Helix and Manny enter before Delta and Dust pulled out blasters from one of the cupboards. "Ready?" Delta asked.

“You know it.” Smolder nodded as they all walked out of the mobile base as Cash and J.T. walked out.

“Hey! What about us?” Cash questioned.

“Stay here and don’t move.” Twilight said firmly as she slammed the door on them.





“First up to bat for the Cannons, Cash Murray!” The announcer called as Helix stepped forward with his bat ready as he gave a smile.

“Guess hero time can wait for just one pitch.” Helix said with a smirk as a squire threw a ball, but Helix missed it as he twirl around.

“Strike one!” The coach called as the ball tossed back to the pitcher as Helix stood up.

“Or two.” Helix said as he dust himself. “Come on, you can do this.” He said while readying his bat as the pitcher threw it and the ball was caught again.

“Strike two!” The coach called as Helix ready himself while the others watched from the entrance.

“What is Helix waiting for?” Rarity asked in wonder.

“My guess is a fastball, low and away.” Delta said with a smile.

Helix looked at the ball while tightening his bat as the pitcher tossed it, but Helix then hit the ball hard as it flew up, which he took the chance to run as the crowd, as well as his friends and family, all started cheering as he rushed through the bases while the squires caught the ball as Helix then slide to the ground and hit homebase as he transformed into Humungousaur.

“You’re…” 

“Safe, right?” Humungousaur questioned with a look as the stallion nodded fearfully. Humungousaur then grabbed one of the Squires before it kicked him right in the face before landing on the ground opposite before its head turned all the way around. It then morphed out of its disguise to reveal itself as a robot as the entire crowd gasped. Soon the other Squires deactivated their disguises to reveal themselves as robots before they shot lasers at Humungousaur.

"Hero time." Manny said as he took off his ID mask and charged into the field.

The crowd gasped in shock as the robots then started fighting Humungousaur and Manny while targeting Celestia and Luna as they walked towards them. “We gotta go, princesses.” One of the guards said as they guided Celestia and Luna away.

"Hey bro, batter up!" Manny called out as he was holding four baseball bats in each hand. Humungousaur nodded as he grabbed a few robots before crumbling them up into a ball and throwing them right at Manny, which he knocked all the way with a single hit from each bat.

The guards guided the princesses to safety, but they were electrocuted by the robots as the princesses were about to get subdue, but then the robots then shorted out or blasted apart as they saw Dust and Delta using their blasters on the robots while the others are either fighting or blasting them away.

“Twilight and friends?!” Luna asked in surprise.

“Princesses, come with us!” Hope called as they fought more robots as the two royal sisters nodded and rushed out of the area and into the hallway before they were in a chamber with sports equipment around.

“We’ll be okay in here.” Delta said before they saw the coach at the entrance.

"Or not…" Fluttershy whimpered before the coach moved at a very impossible speed that knocked each of them away from the princesses. Soon each of the young ones were placed in cages while the adults were shoved into an oversized baseball mitt.

“Soon, we shall control the kingdom of Equestria.” The coach said as he stomped his hoof as the robotic replicas of Celestia and Luna came in, much to their shock as the robots came behind them. But then the wall crumbled as Humungousaur charged in and crushed the copies.

"Not while we're around!" He declared before he saw the four princesses. "Oh man, please tell me those were the fakes." He asked nervously before the two princesses under the rumble lost their disguises to show that they were the fakes. “Phew.”

The coach stood there as Humungousaur grabbed a giant bat and whacked the robots while Manny came in and punched the ones aiming for the princesses. “Well, that’s all of them.” Manny said before he and Humungousaur were blasted to the wall as they saw the coach with two blasters on his back.

“Think again.” The coach said as he revealed his true form, which they avoided and tried to block the blasts as the others got up and saw the fight as Humungousaur picked up the broken ball statue.

“Welcome to the 7th=inning, stretch.” Humungousuar called as he threw the statue to the robot, causing it to crash into the wall and explode as they watched it shorten out and fall to the ground as the others regrouped just before the Omnitrix timed out.

“Thank you all. You have saved us, again.” Celestia said with a proud smile.

"Any time, your highness." Delta mentioned as Luna gave a frown at the robot coach on the ground.

"How dare they ruin a perfect game such as baseball.” She cursed before it suddenly sat up and surprised her.

"We will not be stopped so easily." It said as it was preparing to fire at Luna.

"Okay, now that's cheating. Helix mentioned as he grabbed a shard and stabbed it through the cannon as they all rushed out to the exit before it exploded as they saw the robot crumble to pieces.

“Y-o-o-u’re out!” Misty called as they looked at her in surprise. “Come on, even I couldn’t resist.” She said with a smile.





A bit later, the princesses are in front of the crowd giving their speeches. “The details of the attack are a matter of Equestrian security!” Celestia announced to the crowd.

“But we are proud to introduce you to the colts who saved our lives.” Luna said with forced smiles as Cash and J.T. stood behind them, while knowing that it was Helix and his friends who saved them, it was the only way to keep their secret.

“Aw, man, they do not deserve that.” Helix said with a frown.

"Kinda like somepony we know who didn't deserve a music pocket, even if it was by accident." Delta mentioned while he looked at his son.

"Yeah, I get it." Helix mentioned with a sigh. "By the way, where is my new--"

"It's like they always say, cheaters never prosper.” Misty mentioned as she was listening to his music pocket. "But sometimes their cousins do."

"Okay, I don't want to be a cheater.” Helix admitted before he smirked at the Omnitrix. "But…"





Cash then looked at the crowd while Celestia and Luna frowned since this was Helix’s moment, not theirs. “Oh, I know some things about courage.” Cash started, but then a blur went past them as Cash and J.T. vanished, surprising the crowd before they looked up and saw them dangling by the sign upside down by their tails. "Not again!" He groaned as something similar happened to them before.

Celestia and Luna were trying to hold back their laughter before they spotted XLR8 behind a statue. “That doesn’t mean I’m not a sore loser!” XLR8 finished in amusement before he waved to the princesses, who waved back in return with smiles.





In the room where the remains of the coach robot was, its head was stomped by an armored hoof as it was revealed to be Enoch and the Forever Knights standing by the hole, “Our entire operation is a failure." He growled as this was their plan all along. "Mark my words, by The Crest of the Forever Knights, that colt, his family, and friends shall pay with their lives.”
> Chapter 34: Weather it's Good or Bad
> --------------------------------------------------------------------------

At a concert near the ocean, creatures from all around Equestria gathered in excitement as rock music begins to play. The Mane 6, Flash, Venus, Hope, and the Young group walked up to the gates once they open, but then they cringed when they saw Delta and Dust walking up to them while wearing hippy uniforms.

“Come on, we’re gonna be late!” Delta called with excitement.

“We don’t want to miss it!” Dust added with the same tone while the group looked at each other.

“For what?” Helix questioned as he took off his headphones from his music pocket. “Like anything exciting gonna happen at this dumb festival anyway.”

“Because our favorite band is playing a reunion concert here!" Dust told them excitedly with a wide grin. "Tornado Alley! I can't wait to hear them play again!"

"If anyone asks, we don't know them." Manny whispered to the others.

The group then turned as they saw a stallion hooking up a machine. “Soon buddy, we’re gonna make every creature that Earth Ponies can also predict the weather and show them that it can be control.” The stallion said.

“Even though there’s no rain in sight, it’s enough to make my cranium rotate.” The robot said as he rotated its head while the stallion gave a smirk.

“Oh, don’t worry, S.A.M. I have a feeling the drought will be over soon.” The stallion said with a smirk. "Once I'm done, I'll show them that not just pegasi can create weather."

"Hey, you're that weatherstallion from the news channel!" Helen called out which startled the stallion.

“Yeah, you have a cool robot!” Helix said as he touched the sphere, which caused his mane and tail to go up because of the electricity as his friends laughed.

“The Sounding Anemometer Metagraph is no robot.” The stallion said firmly with a look. “He’s a sophisticated weather monitoring apparatus created by me, but corrupted by Pegasi controlling the weather, he’s a bit out of place and now stuck with a news station merely after a gimmick.” He said as the young group looked at him with a brow.

"Uh, okay… Whatever dude." Sandbar said as they just walked away from him to catch up with the adults.

The stallion then opened up S.A.M. “Lancer? What are you doing?” He asked in wonder as Lancer started pushing buttons.

“What I should’ve done long ago, reprogramming your circuitry to their original functions.” Lancer revealed as he adjusted the settings. “When you ascend past the troposphere, you’ll release a hydro-oxidized solution, creating a gathering of cumulus clouds, producing rain.” He explained as he took out a remote control as he stood up. “Instead of just reporting the weather or letting the Pegasi do all the hard work, I’ll finally be making it.” He said as he pressed the button as the head part of S.A.M. blasted up to the sky.

S.A.M. blasted up high into the sky and started spinning as it released some gas, which caused the clouds to darken and block the sun as it started raining, much to Lance’s joy as the young part of the group noticed the rain while some of the others were distracted.

“Oh, my mane!” Rarity cried out as she quickly pulled out an umbrella to protect herself from the rain.

“Wait a second, it’s not supposed to rain now! We’re still in a drought for another week!” Rainbow exclaimed in disbelief.

"Is anyone else getting Deja Vu from this?" Helen asked as they didn't notice that S.A.M. got struck by a lightning bolt and started messing with its functions.

"No!" Lancer shouted when he saw his machine get struck by lightning. Soon the water that was coming down from the rain gathered around it as the winds started to blow and howl harder. Then water started forming into tentacles as purple flashed sparked for the cloud as it started to come down from the clouds.

On the ground, the group are still surprised by the rain while Misty, Delta, and Dust are dancing to the music to even care. “Okay, this rain is so sudden.” Twilight said in surprise.

“Oh, man. Could this day get any worse?” Helix questioned before they heard screaming as they looked up and saw a water monster with a purple spot in the middle above the stadium.

“Dude, you gotta stop saying things like that.” Spike muttered tiredly.

“A giant water monster? That’s a new one.” Venus said in surprise.

"Look out!" Hope shouted as one of the water tendrils nearly hit them if they didn't dove out of the way. Those who didn't avoid the water tendrils end up getting sucked up into the water. Helix rubbed his head before he saw his music pocket had been damaged beyond repair.

"No, I just got that music pocket!" He complained as the water monster was gathering more people with its water tendrils.

The group walked around as the water monster kept attacking as it shadowed over the heroes as they moved around it. “This can’t be happening.” Lancer said with a nervous look at this outcome.

"We're back on live in 10 seconds." A camerastallion said as he held up a camera before tossing Lancer a microphone.

“A, uh, giant water sprout has sprung up out of nowhere.” Lance said nervously while gesturing to the water creature. “An entity seemingly with a mind of its own.”

“You’re the plummers you two.” Smolder spoke up. “Don’t either of you have anything to plug up that thing?” She questioned Delta and Dust.

"Don't look at us!" Dust replied. "We never had to deal with something like this before!"

"Okay you overgrown water spout, now it's personal." Helix said as he held up his broken music pocket. "Arctiguana is going to freeze you solid!" He activated the Omnitrix as he cycled through the different icons until he stopped on Arctiguana. He then pressed the two buttons to make the core pop up before slamming it down, but instead of Arctiguana, he transformed into Heatblast. "Oh come on…"

“Last time I looked in the science book, water puts out fire, not the other way around.” Misty said sarcastically.

“But enough heat could evaporate water.” Twilight spoke up. “Helix, try and heat yourself up to a very high temperature so that it'll evaporate that water monster."

"Got it!" Heatblast replied as he stood ready.

"And remember, velocity equals intensity.” Twilight added as he looked at her with a confused look. "The faster you move, the hotter you'll be."

“Oh, right.” Heatblast said as he then moved around in his firestream and heated up as fast as he could as he gave a dizzy look. “Ugh, getting dizzy.” He groaned as the water monster then evaporated as the clouds cleared up before they heard a beeping and the Omnitrix timed out as Helix walked out of the steam. “Oh yeah! H2o to h2-no!” He cheered before sniffing himself. “Well, I can skip the hot shower today and give it to Rarity for extra time.” He said with a shrug.

"So when and how'd that thing get here?" Helen questioned.

"I heard a few instant weather anomalies from my father.” Delta mentioned. "He said that some ETs can represent themselves as elemental beings."

“Well if it was from Outer space, Heatblast just vaporized it out of sight." Helix bragged with a grin. "Which means we can go to that Celestial Knight convention in Manewaukee. I can get a new DIgi Downloader there!"

“We already had that discussion, son.” Delta spoke up to him. “We came here for the music festival.” He reminded his son.

“Oh, that is so not fair.” Helix groaned.

“Fair?” Dust questioned with a brow. “Helix Watch, you do realize that you and your friends nearly went to where you wanted to go this summer?”

"What about going to that Prep School?" Helix questioned. "That wasn't my idea!"

“And you ended up meeting me.” Zs’spoocy reminded him.

“Yeah, after I nearly got ghosted by your father.” Helix added with a brow.

“Oh, right. Sorry, bad example.” Zs’spoocy said with a cringe, seeing that Helix is still having issues from nearly being possessed by her father.

“Helix, you’ve know you and your mother waited a long time to see Tornado Ally.” Delta said as he showed Helix an album, which made him cringed.

“Those weirdos make Swampfire look normal.” Helix cringed with a look. “Besides, who listens to records anymore anyways?”

Both his parents gave a disapproving look at him. "That's not the point." Dust told him.

"No, the point is what's more important, going somewhere fun after dealing with a big water alien trashed my music pocket or staying here just because you say so?!" Helix asked rhetorically.

“Can either of you explain it to him/them?!” The son and parents all asked the group, who were all weirded out by this. “You just don’t get it.” They said, which made them flinch as they realized they all said it at once as they growled and walked away while the group watches weirded and shocked.

“Okay, that's weird.” Yona said while scratching her head.

“Well, now we know where Helix gets it from.” Pinkie said in surprise.

"Yeah, but from who?" Gallus asked in confusion.

“Guess it’s in the genes, I guess.” Flash said with a brow.





With Lance, he picked up the head of his robot and brought it to his wagon with his tools. “I created you. Now it’s time I destroy you.” Lance said with guilt.

“Wait, by readjusting my circuitry, you’ve allowed me to molecularly alter the weather.” S.A.M. spoke up. “I’m not just some gimmick anymore. Now I am everything you always wanted me to be.”

“It’s too late.” Lance said.

“It’s all about image.” S.A.M. stated. “And without me, you’ll just be another pretty face. Now, do you still want to make it rain?” He questioned while Lance gave a conflicted look.





Back in the concert, the crowd returned as they enjoyed their time while the group followed Delta and Dust while Helix still gave a look. “Whoa, look at this place.” Hope said in awed.

“It’s like they have everything here.” Fluttershy said.

“They have Polka, Punk, Rock, Rap, and Reggae. It’s a total world beat.” Rainbow said with a smile.

"How do you know so many music genres when you only listen to the one, which is usually pop music?" Applejack questioned with a brow as Rainbow Dash looked away with a blush.

“Uh, well, it’s not because I’ve been keeping track of each music culture once and a while. That I’ll say.” Rainbow said quickly as she flew faster while Applejack gave Rainbow a teasing smirk from that.

“If you asked me, it’s a total world or bore.” Helix said with a frown before they saw a “Tornado Alley’ sign with a ton of fans waiting in line.

“Hey, hey, the ‘Tornado Alley’ autograph booth.” Delta said with excitement.

"Who's up for getting their autograph?!" Dust asked excitedly.

“I’d rather brush Vilgax’s teeth with my tongue while in the Null Void than wait in line to get those fossil’s autographs.” Helix retorted before Misty pushed him aside.

“We’ll meet you afterwards, okay?” Misty said to her aunt and uncle with a nervous smile.

“Okay, be at the stage for ‘Tornado Alley’ at 3:00.” Delta instructed as he and Dust walked off while the others looked at Helix.

“Could you be any ruder?” Misty questioned her cousin.

“Hey, if Mom and Dad don't care what I wanna do, why should I care about their dumb band?” Helix questioned with a look. “Like how they left me since I was a foal where I had to grow up without them.” He said rudely as he walked off while the others watched him go while Misty shook her head at her cousin.

“Misty, don’t you think Helix is still hurt that his parents never raised him?” Flash questioned with a brow at his cousin.

“Seriously? You think he’s still hurt because of that?” Misty questioned with a brow.

“Have you ever been paying attention to how Helix was before he found the Omnitrix?” Flash asked her rhetorically. "Besides, he's not the only one that's gotten things wrong. His own parents have been a long way so long, they just don't understand him well enough."

“So?” Misty questioned.

“So, he’s hurt.” Twilight said firmly, which made Misty flinch. “If you were even more caring to your own cousin, you would at least understand that he just found out about his parents a month ago. And they’re like strangers to him right now, especially to themselves to their own son.”

“Yeah, Helix just don’t get them yet.” Fluttershy spoke up. “They’re still getting to know each other, which is still a work in progress.” She said with a sheepish look.

"You think one of us should talk to him?" Smolder asked.

“I’ll do it.” Attea said as she walked off to where Helix was. But as she walked off, Lance hooked up S.A.M into the machine again.

“Get ready to go live.” Lance said to S.A.M. while holding up the remote.

“Everypony in Equestria will remember you forever, Lance.” S.A.M. said before he was launched into the sky. “But for all the wrong reasons.” He added with a dark tone as the group saw S.A.M. blasting off into the sky.

“What was that?” Gallus asked in confusion.

"Don't know…" Twilight replied with a worried tone as they saw something forming into a black cloud.





At the stage, a band was set up while wearing their makeup. “Uh, where is Tidal Wave? We’re on in five.” One of them mentioned.

“Probably just tweaking his costume.” The second one said as Helix walked behind the stage. “You know he has to go all out.”

“Who needs parents when I can XLR8 there and back before they can even notice?” Helix said to himself as he activated the Omnitrix and transformed into XLR8.

"Helix, what are you doing?" Attea questioned quietly when she saw him transform.

“I’m going to Manewaukee to the Celestial Knights convention on my own.” XLR8 said firmly. “I’ll speed there and back before the others even notice I’m gone.”

“Helix, you’re gonna get in real trouble once they find out.” Attea pointed out.

“So? It’s not like they could even understand.” XLR8 said as he was about to run, but one of the bands saw him.

“Tidal Wave, I love the new look, mate, now get up here and jam.” The stallion said, thinking XLR8 was one of their bandmates and pulled him up to the drums as the crowd started cheering.

“Okay, that was unexpected.” Attea said with a surprised look. But it even surprised her even more when he was playing really well. "Huh, okay that is really something."

But then the band stopped playing when they noticed a giant storm cloud rolling over before it released a powerful lightning bolt at the stage. “But, that’s not part of the play.” She said nervously as the crowd and band, as well as XLR8 noticed it.

The group saw the lightning cloud as it shot purple lightning around as they were knocked to the ground. “Watch out!” Twilight called as she formed a shield around them to block the lightning as Dust and Delta came to them as XLR8 and Attea rushed to them.

“Guys, up there!” Ocellus called as she pointed to the dark cloud as Lancer rushed up to it while pressing on the controls.

“No! I can’t control it!” Lancer called as he looked up to S.A.M. “It’s over! Do you hear me!?” He called out.

“Actually, it has just begun.” S.A.M said in a distorted voice as lightning flashed at him, but XLR8 rushed towards him and moved him out of the way as he and Helen sped around to get the civilians out of line of fire as they all chatted a ‘thank you’ to them while S.A.M. moved around. “If you thought Equestria fire was bad, you haven’t seen anything yet, Lancer.” He said as he kept shooting lightning at the trees as the fire spread while Lancer chased after him while the others saw this.

"That's so not part of the storm conditions." Helen mentioned with a worried tone.

"Me and Helen will go after it." XLR8 told the others before his visor went down while Helen took off her ID mask. The two of them ran at top speed after the cloud. 

“Most of us could fly to it, but for the rest of you, you’ll lose sight of it before you could make it back to the mobile base.” Twilight said while talking to the non-flyable members in their group.

“Who said we have to go to it?” Delta asked with a smirk as he took out his keys and pressed a button, which made the mobile base move on its own as it parked right next to the surprised group as Azmuth looked out the window.

“Self-driving receiver. Let the vehicle come to you.” Azmuth explained as the group smiled at this.





S.A.M. was flying through town while still shooting lightning as Helen and XLR8 chased after it while the mobile base drove up at high speed while avoiding the lightning. “A water creature and a lightning monster?” Silverstream asked in surprise.

“That’s way too coincidental.” Rarity said while rubbing her chin.

“Agreed. But where did it come from?” Hope questioned as they still chased after S.A.M. while Helen and XLR8 went ahead as they turned a corner when the path was blocked.

They passed a TV stand as an episode of Celestial Knights was playing with a colt watching it before XLR8 stopped behind him. “Cool. New episode?” He asked before he sped off at high speed after S.A.M. before the colt could notice him.





Helen began to race across the rooftops as she was catching up to the storm cloud as she jumped over to it. “Gotcha now!” She called as she went up towards S.A.M.

“I don’t think so.” S.A.M. said as he shot lightning at Helen, shocking her as she began to fall before XLR8 quickly grabbed her bridal style.

“Whoa!” Helen called as she and XLR8 rushed up to the mobile base and entered inside as XLR8 put her down. “Thanks, Helix.” She said with a grateful smile.

"No problem, but how are you going to destroy that thing before it wipes out the city?" XLR8 questioned the others.

“Well, if it’s like a cloud of thunder, we need something to short out its electrical power.” Rainbow said, having been a storm expert since forever.

“The snowiest winter Dust and I ever spent here.” Delta spoke up.

“Yo, we don’t have time for stories.” Manny reminded him.

“The city treated the roads with salt, kept it stored in trucks like those up ahead.” Dust continued while pointing to two trucks of salt.

“Right. And the sodium in the salt could short circuit it!” Twilight said in realization, they finally have a plan.





S.A.M is still flying around the city while shooting lightning. “Ah, the arena and Wrigley Field. Today’s forecast calls for destruction.” He said as he continued to shoot lightning while shooting a billboard of Lancer, which he was in his news wagon and avoided the remains while still following his robot.

“Build yourself a robot partner, Lancer. He’ll be great for the action weather team.’” Lancer sarcastically said. “Sure, boss, whatever you say.” He added before he saw the mobile base beside him before they drove ahead at top speed.

“Helix, Helen, since that cloud monster is not a solid mass, you’ll have to somehow direct it into those trucks.” Ocellus explained the two speedsters.

“We’re on it.” XLR8 nodded as he and Helen sped off and climbed up to the highest point of the city where S.A.M. is flying by.

“Let’s hope our speed funnel is enough.” Helen said.

"Only one way to find out." XLR8 said with confidence.

"Let me give you both a wing then, or two!" Rainbow offered.

“More the merrier.” XLR8 nodded as the three speedsters went into the cloud and spun around very quickly, which created a funnel as S.A.M. flew out of the clouds and crashed into a salt truck. The three stopped spinning, but Helen and Helix got dizzy as they fell into a lake.

The two swam back up as they caught a breather. “Well, at least we know it works.” Helen said optimistically.

“Yeah, though a bit dizzy from spinning too fast.” Helix said with his eyes swirling a bit as Helen giggled. “Now I know what a washer feels.” He added as Helen snickered from that.





The group then looked at the crash site as the dripping Helen and Helix, as well as Rainbow walked up. “Well, that’s it for that fire freak.” Rainbow commented.

“And I guess I don’t need to take a bath for a month or so.” Helix rhetorically said while still dripping wet.

“I got to say, we're having really weird weather today." Helen mentioned as she shook herself dry.

“Weirder than normal you mean.” Gallus corrected with a brow.

"Great work you three." Delta told the three.

"So does this mean we can go to the convention now?" Helix asked hopefully.

"Nope, because one doesn't have to do with the other." Dust told him firmly as the two walked back to the mobile base.

"Oh come on, I went hero and we stopped that cloud!" Helix complained.

“As a matter of fact we were wondering about that, you just happen to be XLR8 when that thing appeared?" Delta questioned with a brow.

“Yeah, why?” Helix questioned.

“Well, just that XLR8 or any other of your fast aliens could have zipped off after that convention without any of us realizing you were gone.” Dust said firmly as they entered the mobile.

“Oh, like you two know everything!” Helix yelled out with a glare. “Like how you know your own son!” He retorted as he entered the mobile base as the others followed before Ocellus saw the news wagon before entering the mobile base as it drew off as Lancer exited the wagon once they were out of sight.





In the mobile base, Delta adjusted the radio with Dust at the passenger seat while the others were in the back while Helix was sitting in the far back. “We know how much you wanted to see ‘Tornado Alley.’” Flash said to his uncle and aunt with a sympathetic look. “Sorry.”

"It's okay, maybe we'll catch them at their next reunion.” Dust mentioned before she frowned.

“Due to popular demand, the ‘Tornado Alley’ concert will go on at the music festival, which has seen its share of destruction today.” The radio announcer spoke up, which perked Delta and Dust up when he said that. “Long live the music!”

“We can still make it!” Dust called with an exciting smile.

“How lucky are we?!” Delta asked in amazement.

“Is that a trick quest--” Helix was cut off when Misty covered his mouth to get him to stop talking before Helix smacked her hoof away with a look as the mobile base took off at high speed.





With S.A.M., Lancer came up while holding a shovel. “Fool me once, shame on you, S.A.M. Fool me twice, shame on me.” Lancer said with a stern look. “It’s time you went offline, for good.” He said as he raised his shovel.

“I can’t let that happen, Lancer.” S.A.M. said, which stopped Lancer. “You started all of this. Now I need to finish it, weather you like it or not.” He said as he charged up and zapped Lancer and lifted him up as the ground started cracking and rocks were floating. Lancer’s mane ripped off his head, revealing to be a wig as he gave a bored look before he looked at S.A.M. with a panicked expression.





Soon night time fell as the music festival lit up while a large crowd gathered in front of the stage. “Right on! Isn’t this just the grooviest!?!” Delta called in excitement while Dust cheered on.

“Grooviest?” Helix questioned with a brow. “I thought my parent’s attire was out of date.” He said before they heard the band playing as they looked up and saw a band playing.

“Oh! It’s the opening to ‘Twister Alley’!” Dust called in excitement.

“Seriously, is this band wind base or something?” Venus asked in wonder before they felt a gust of wind blowing hard as the storm came in and rain came crashing down. “And when they play it, does it always feel like a real tornado blowing in?”

"No…" Dust replied with a worried tone before they all looked up to see a tornado coming towards them but something inside was controlling it. The crowd scattered before the tornado dispersed as a water tendril picked up a few of the crowd.

“Oh, come on, seriously!? Again?!” Manny exclaimed in annoyance before they looked up and saw it was a combination of earth and water as lightning clashed on a tent. “Okay, now it’s a combo of the two monsters, but with earth?!”

“Is there no end to these elements?” Hope questioned.

“You’ve… got to… stop!” Lancer called out as he was stuck on some clay.

“Only when I get my revenge on those who stopped me before.” S.A.M. spoke while looking around before spotting the heroes. “There you are. If you think you can stop me again, you have been greatly misinformed.”

“A massive weather monster with a command of the Ponish language?” Silverstream asked in surprise.

“Now that’s something you don’t see everyday.” Pinkie commenced before the wind became strong as they tried to hold onto the railings, but they were then blasted to the stadium as lightning began to strike them, which they barely dodge as a weird sound can be heard.

“I’ve heard that humming before.” Delta spoke up.

“Same here.” Dust said as the two thought for a moment before their eyes widened.

“It sounds like the beginning of ‘Twister Alley’.” The two said in unison.

"Hero time!" Helix declared as he activated the Omnitrix under the stage and transformed right into Spidermonkey. He then shot a web from his tail and started swinging around the giant weather beast. “Time to start monkeying around with the weather!” He called as he kept shooting webs, but then S.A.M. shined its lights on him as Spidermonkey gasped.





“We saw part of that weather robot shot up into the air earlier.” Ocellus spoke up while the group were looking through some equipment. “And that weatherstallion was at the salt truck when we were there.”

“If that weather robot is its power source, and all along it’s been sending out that humming, all we have to do is create a sound on the opposite end of the frequency spectrum.” Twilight explained as they are flipping through some controls.

"And maybe us and Spidermonkey can get close enough to it to short it out." Helen added while she, Manny, Attea, and Zs'spoocy were holding electric guitars.

“Then let’s rock!” Zs’spoocy called with a smirk tone as they saw Spidermonkey dodging the projectiles the best he could.

“Helix! The feedback frequency you and your team need is programmed into that amplifier!” Delta called out to him. “Get inside of that thing and start strumming away on the guitars!” He tossed a guitar to Spidermonkey.

“And get as close to that robot’s head as possible!” Dust called before lightning nearly hit them.

“And do it fast!” Rainbow called out.

"Got it!" All five of them shouted as they quickly made their way up on top of the giant weather monster. Spidermonkey carried both Attea and Helen after being jumped and web-swinging on the beast while Zs'spoocy flew her way up and Manny was using the wind it was creating to fly up. They started climbing, dodging, and swimming to the top until they made it to the top as Manny pulled on the top part where S.A.M. is exposed as they ready their guitars.

“Of course!” Lancer called out as the heroes looked down and saw him stuck in the rock substance below them. “You all are planning on using a frequency on the opposite end of the spectrum to short S.A.M. out. Brilliant!”

"We are?" Spidermonkey asked in confusion.

“Of course we are!” Attea said with a smile.

“Brains, brawns, and teamwork!” Spidermonkey called as the team then started shredding the guitars so loud, it made the group on the ground to cover their ears while S.A.M. started short circuiting as he roared in pain before a familiar beep was heard as the Omnitrix timed out. “Well, so much for the extra arms.” He muttered before a water tentacle swatted him over.

“Helix!” The others cried out as Helix flew over, but he was swung around by the wind and grabbed hold of a hose as he used it to swing back up to the others and did a shred, which caused the water tentacles to evaporate as the monster roared in pain.

“Shred it!” Zs’spoocy called as they all played their guitars, which made S.A.M. roar in agony when feeling the feedback.

“You all are giving me a headache!”

"Does it feel like your head is going to explode?!" Helix asked as they continued to shred on the guitars. The monster then roared as it then collapsed into go, which made the others slide on the slime before Helix start falling. “On no!” He cried out before Zs’spoocy caught him.

“I gotcha, Helix!” Zs’spoocy said as she floated Helix down as they landed on the ground while seeing that they were all covered in goo.

“Guess I do need a bath after all.” Helix said with a smirk.

“You’re not the only one.” Helen mentioned as they saw the others were covered in goo, along with all the other creatures they saved. They then saw Lancer picking up S.A.M. as it finally powered down for good.

Lancer then tossed away S.A.M. as the heroes walked up to him. “Well, from now on, I’m just reporting the weather, not trying to change it.” He declared with a smile. “Guess there’s nothing that wrong with just being another handsome face, huh?” He asked.

“Yeah, we know what you mean.” Delta and Dust said in unison as the group chuckled at them.

“What?” Delta asked.

“What’s so funny?” Dust asked in amusement.





Later, Tornado Alley started playing yet again as the crowd cheered at their performance. "So, are they as good as you remembered them, Delta and Dust?!"  Twilight asked the two with a smile.

“No, they’re better.” Dust said with a smile.

“Even better.” Delta said before they saw Helix moving to the music with smirks.

“Helix Watch.” Flash said with a smirk as Helix turned to his friends to see them giving him smirks. “Are you really rocking out to ‘Tornado Alley’?” He teased him.

“Actually, they’re pretty awesome for a bunch of fossils.” Helix admitted with a smile before Delta put him on his back and stood up on his back hooves.

“This will give you a better view.” Delta said with a smile at his son.

“Tell you what, sweetie, we’ll head out to that convention once the concert’s done.” Dust suggests with a smile.

“Ah, no rush.” Helix said with a smile. “Hey, think they’ll play an encore?” He asked as they all enjoyed Tornado Alley as the concert played on and the crowd cheered for them.
> Chapter 35: A Blast from the Past
> --------------------------------------------------------------------------

In the Frozen North, a couple of crystal ponies are snowboarding down the mountain while cheering in excitement. But then one of the stallions screamed when he saw a metal pillar in front of him. When he tried to move, he tripped on his board and fell into the snow, but then the ground shook as it crumbled, causing the second boarder to get off his board and looked down at his friend, who was covered in snow as he laughed in amusement while the stallion gave a dull look as the snow fell off him.

The second stallion then noticed something in the snow as he inspected it to see it was some kind of capsule. But when he swiped the snow away, it opened up as the two stallions backed away as coming out was a lizard-like alien as the two stallions rushed off as she had three purple eyes. “The Omnitrix.” She said with a serious tone as her eyes glowed.





A couple months later in the Frozen north of the Crystal Empire, the group was having a nice picnic out in the crystal flower fields. Smolder was flying a kite with both Silverstream and Ocellus. That fun was over when Helix, a small bug-like alien on a ball made of goo was rolling by. "Coming through!" He called out as he went past the three.

“Hey! Watch it, Helix!” Smolder called as Helix is rolling on the ball.

“Sorry, didn’t see you while expanding this ball!” Helix called with a smirk. “Ball Weevil is possibly a cool alien to make a ball bigger and to do this!” He cheered with a smile before he jumped off the ball and launched it as it glowed before it exploded. He then hacked up another ball of Goo before rolling on it.

"Ew!" Silverstream, Ocellus, and Smolder groaned.

"You know that was cool!" Ball Weevil told them as he was rolling past them. "Plus it's good practice!"

"Alright, you want to do some practicing?" Smolder asked quietly as she pulled out her spell book. "Armarus umspecti!" She casted a spell on Ball Weevil that made him sparkle a bit.

“Hey, what was that? A glimmer spell?” Ball Weevil questioned with a smirk. “Seriously, is that the best spell you can do from Hope, Smolder?”

“Oh, it does more than glimmer, Helix.” Smolder said with a smirk as a few dogs suddenly came up to Ball Weevil as they looked mesmerized by him.

"Uh oh!" He gasped before he started rolling away from the dogs that chased him. “Get away! Do I look like a dog to you?!” He cried as he ran past the three girls.

“You put a dog attraction spell on him, didn’t you?” Ocellus asked Smolder with a smirk.

“Yep. I love it when things work out.” Smolder commented with a smile as Ball Weevil rolled the ball higher as it grew bigger while the dogs on the ground surrounded him.

“Smolder! This is not funny!” Ball Weevil exclaimed.

“Hey, you’re the one who always wants more attention.” Smolder said with an innocent shrug.

“But it is kinda funny to watch.” Silverstream said with giggles.

The Omnitrix then timed out as Helix transformed back, but he lost his balance on the ball as he fell to the ground. “Phew. Never thought I’d be so glad to be me again.” Helix said while rubbing his head as he turned to the dogs. “Sorry, Fidos, playtime’s over.” He said before the dogs kept panting at him, realizing they are still mesmerized by him. “Oh, man!” He exclaimed before one of the dogs gave him a big lick.





Later he was seen covered in dog drool back to the picnic before Misty saw him and started laughing hysterically. “Oh, don’t tell me. Smolder used an attractive spell on you?!” She asked in amusement.

Helix gave a dull look. “Too many licks from a few dogs.” He muttered as he shook his hoof. “Never been licked by so many before.”

“Ahahaha! That is so funny!” Pinkie laughed while on her back.

"Looks like you all have been having your fun." Shining Armor said as he, Cadance, and Flurry Heart came up to the group.

“Oh, we sure are.” Rainbow said with a smirk. “Best relaxing time we had in weeks.”

“Especially with how we’ve been dealing this summer.” Applejack said.

“Other than Smolder messing with me, yeah.” Helix said as he shook the rest of the dog drool off him. “You really shouldn’t fool around with your powers like that, Smolder. Honestly, I thought you were more mature than that.”

“Like you’re one to talk to.” Smolder said with a smirk and her arms crossed.

"I was practicing." Helix replied. "How do you think I get a handle on my aliens' powers? It's not like there's an instruction manual for each of them."

“You know, he got a point there.” Hope said with a thoughtful look. “When you first have powers, it takes time to master them.”

"Exactly, which is why I was thinking then maybe Smolder could help me with another practice of my aliens, maybe either Pesky Dust or Arctiguana." Helix said with a smirk at her, as she knew one of those aliens could be really bad for her. "Which do you think?"

"Oh yeah, Celestia told us that you have this watch that turns you into aliens." Cadance mentioned. "But she didn't say that you give them names."

“That’s just the fun of it. It’s hard for anyone to keep track of each one.” Helix said as he kept fiddling with the watch, cycling through the different forms. "Check out this one, Humungousaur! He declared as the core popped up and he slammed it down. But when the light died down, instead of Humungousaur, he transformed into a fairy-like alien that was letting out green dust as he was flying. "Or Pesky Dust…" He groaned with a sound.

"You… I'm trying to keep myself from laughing… because of how girly you look…" Smolder snorted while trying to get back her laughter. Pesky Dust however unleashed a beam of the dust on top of her that made her fall asleep.





Within her dreams, Smolder was wearing her princess dress while she was in a ballroom with Spike dancing, only Spike looked much more muscular and he was wearing clothes like a prince would. "Oh Lord Spike, I'm so happy you've agreed to the ball with me." She spoke with a fancy accent just as Pesky Dust flew by.

“Oh, I wouldn’t miss you for a world of gems, my princess.” Spike said with a tough and deep tone as he spun Smolder around and held her. “You are truly a diamond to me.”

“And you truly are glorious.” Smolder said with a smile as Pesky Dust chuckled at this dream.

“I never knew Smolder had a thing for Spike. And who knew she really liked the fancy and cute stuff that much.” Pesky Dust commented while watching.





"Did you really put her to sleep?" Gallus asked Pesky Dust as the other gathered around the sleeping dragon.

"Not only that, but it looks like I can watch and write her dreams." Pesky Dust added. "Very cool."

“Hey, that’s Princess Luna’s magic.” Twilight said with a smirk. “She’s gonna be jealous when she finds out she has competition.”

"So, where are your parents?" Cadance asked Pesky Dust when she noticed they weren't around. "I would like to meet them."

"Oh, they're in the mobile base making…ugh, lunch." Pesky Dust answered as they know it's going to be disgusting.

“Seriously, I'd rather eat Pinkie Pie’s mountain of rock candy than to eat their food.” Rainbow muttered.

"Oh I'm sure it can be that bad." Cadance mentioned as she hadn't had their kind of food.

"They literally use bugs in their dishes." Spike mentioned.

This made Shining and Cadance to cringe in disgust while Flurry Heart gagged with her tongue out. “Okay, we stand corrected.” Shining said with a disgusted tone.

"NO, NOT THEIR FOOD!" Smolder shouted in horror when she suddenly woke up.

"Oops, my bad." Pesky Dust said as the thought of his parents' food was accidentally put into her dream.

Smolder then shivered. “It’s bad enough I had to eat their food in reality, but in my dreams?” She asked as she shuddered. “It even tasted and smelled real.”

"Sorry." Pesky Dust told her before he was suddenly enveloped in some sort of purple aura when he was suddenly lifted higher up in the air. "Whoa! What's going on?!"

“Who’s doing that?!” Helen questioned while coming out from the field, while crystal ponies were screaming in terror, they saw a mint green skin female lizard alien, with two tentacles on her head and one on her lower back. She has four long fingers, and ankles that bend inward. Her feet have three claw-like toes, two pointing forwards and one pointing backwards while she wears a tight blue jumpsuit.

“Uh, who is that?” Manny questioned in surprise.

"Hey, it's that telepathic alien Twilight 22 can turn into." Pesky Dust told them. "What do you want?"

"The Omnitrix, where did you get it?!” She questioned him. "Answer me now!"

“Long story. Short version…” Pesky Dust said as he slammed on the symbol before hitting it and turned into  Shock Rock. "...it doesn't matter, because you aren't getting it!" He then unleashed a stream of powerful plasma energy right at her. The attack hit as the dust was kicked up but, once it settled, she was gone. “Where’d she go?” He questioned.

Then the crystals around them levitated as they looked up and saw her floating while breaking the crystals into shards and throwing them at Shock Rock, who sent an electric beam at them, which made the shards go flying. They then felt the ground rumble before large streams of water were being pulled out by her telekinesis.

Shock Rock was then hit by the water as he fell to the ground while his electric blue dimmed a bit as the others crowded. “Helix, what are you waiting for?” Rarity questioned.

“Yeah, go shock the bad guy!” Spike exclaimed.

“I can’t! I’m soaked!” Shock Rock exclaimed as he looked at his hand. “I can’t even produce a spark!”

The lizard alien walked towards them, but then a blast nearly hit her as she quickly jumped away to avoid the shots. The ones who fired it was Delta, who was holding a blaster while he and Dust were in their plumber uniforms. “That was your only warning shot.” Delta said firmly.

“Now turn around, slowly.” Dust added while raising her blaster next.

The lizard’s eyes widened when she heard them. “Those voices.” She whispered before getting up and turned to them when she saw their faces. “Delta? Dust?”

“Xylene?” Delta and Dust both asked in unison when they saw her full appearance, knowing her from anywhere.

“Is that really you?” Dust asked in shock as the others gathered around them.

"Uh, am I missing something here?" Rainbow questioned with confusion. "What happened to the kicking butt thing?"

"Are they with you two?" Xylene asked Delta and Dust while gesturing to the group.

"And you both know her?" Twilight asked as she pointed to Xylene.

"Yes." They answered both of them.





A few months back, the two stallions that got scared off by Xylene were heading back to the wrecked capsules with another stallion following behind as they inspected the sight. “Huh. I don’t see any big lizard. All I see is a bunch of junk.” The third stallion said in annoyance.

Then rumbling started on the ground while something came out, which is one of Vilgax’s probe drones as the three stallions screamed and ran off as the probe then took pieces from the wreckage and started assembling them into itself.





At night, the group are next to the mobile base while Xylene, Delta, and Dust smiled at one another. "First she attacked me from out of nowhere, then all the sudden she's all buddy buddy with my parents, and she's been here for like how long and haven't said a word to us. Helix whispered to the others. "It's like we're invisible or something."

"Give her a break, they're just catching up." Ocellus told him before she looked at Xylene. "So, how do you three know each other?"

"We go way back, from our first days as plumbers.” Delta mentioned while he gestured to himself and his wife.

"Me and Delta never really got along in those days, considering we both had ideas of how we do our jobs”. Dust mentioned with a small blush. “But then we met Xylene and, let's just say she helped us work things out."

“And in return, they made me an honorary plumbette.” Xylene said with a smile as the others looked at them in surprise. Xylene looked at her bowl of grubs as she used her tongue and ate some. “Mmm. Delicious.” She said while wiping her lips with a napkin while the others looked grossed out.

"I didn't need to see that." Applejack muttered as she was keeping herself from throwing up while Cadance covered Flurry's eyes.

"Well, it's nice to have someone around here who appreciates our cooking.” Dust mentioned with a bright smile as Xylene was enjoying her meal.

“How could lizard-lady not?” Gallus whispered. “It was crawling on the ground an hour ago.” He muttered.

“Well, she is an alien lizard. So it makes sense she would enjoy it.” Fluttershy said with a shrug.

“So, Xylene, what brings you back to Equestria after all these years?” Delta asked in wonder.

"That." She quickly answered while pointing to the Omnitrix.

"See?! I knew it!" Helix exclaimed as he pulled his hoof away from her. "She's just like all the others, she's only interested in the Omnitrix!"

"Helix, calm down." Dust told him before she looked at Xylene just as Azmuth came out. "Tell him that's not true."

"Well of course I would be interested in the Omnitrix, after all I was the one who sent it here in the first place.” She mentioned which surprised the entire group, especially Azmuth.

“What?! What?!” Sandbar asked in shock.

“You’re the one who sent the Omnitrix to Equestria?” Venus asked in surprise. “Now there’s a shock.”

“I was transporting the Omnitrix when I was attacked by our old friend.” Xylene started with a serious look.

"Vilgax." Dust said with a firm tone.

"Yes, and my ship was taking heavy fire." Xylene continued. “I managed to shoot a beam right at the control center of his ship right before his drones managed to get on board mine. I did all I could to hold them back, but I realized I could know longer protect the Omnitrix for long. So I placed it in a special pod and sent it to the planet below. I managed to get myself into a stasis pod before my ship crashed and my body fell into a hibernating state, until now."

“Since the day the Omnitrix was found? Wow.” Ocellus said in awed.

"So, you transported the Omnitrix here?" Azmuth asked her after he jumped onto the table. "Does that mean you've met Zenith?"

"Of course, but it was a long time ago." Xylene told him. 

“Well, the good news is Vilgax is no longer a problem.” Delta said with a smile.

“Thanks to our son, Helix, he’s cooling off his claws in the Null Void.” Dust finished while gesturing to her son, who was smiling proudly.

"Huh, never imagine you two would have a child together.” Xylene mentioned with a brow and a smile. “And I'm pretty sure you both are just being modest about your roles in all of it."

"So since Vilgax is no longer a problem, I guess that means you're no longer welcome here." Helix told her with a tone.

"Helix Watch, that's hardly polite.” Dust told him before she looked at Xylene with a smile. "And I'm sure that you're still a bit exhausted from your long travel here. You can stay as long as you like."

“Well, considering I have no way off the planet and my receiver beacon is destroyed, I don’t see why I couldn’t stick around.” Xylene said with a smile.

“In the meantime, we’ll catch up.” Delta said with a smile while looking at the others. “So you guys don’t mind cleaning up, do you?” He asked as he, Dust, and Xlyene walked off without getting an answer.

"I don't like her." Helix told the others.

"Are you sure you're not just jealous of her?" Helen asked him.

"Don't you remember what happened with their old friend, Striker?" Helix asked them. "Just to be on the same side, I better do an undercar investigation on her, hero style." He then walked off as he activated the Omnitrix before they noticed Azmuth was lost in his own thoughts on the table.

“What is it, Azmuth?” Yona asked in wonder.

“It’s when Xylene said that she was delivering the Omnitrix from my old lover, Zenith.” Azmuth said while rubbing his chin. “So that means that she’s still out there. But the question is, where?” He wondered.

"I'm sure she's out there, and I'm pretty sure she's really proud of your invention." Twilight assured him before she looked at her brother and step sister. "And you're probably wondering who Zenith is, right?"

"It might be a nice little pastime while we clean up." Shining mentioned with a shrug.





Meanwhile, Delta, Dust, and Xylene were walking together as they had warm Smiles on their faces. "The youngling of yours, I never really thought you both would end up having one together." Xylene mentioned.

"Well, he's one of the best things that ever happened to us.” Delta mentioned before he frowned. "Until some old friends of ours found us and he nearly got hurt. We had to go into hiding while we left him with my father."

"And since then, he and his friends had their fair share of excitement around, especially since you dropped that little present down here.” Dust added with a smug smile. "Kinda reminds me of how you really tricked us at one of those space bars."

“Is it really trickery if I offer both of you a drink and you both can handle it and we end up in a bedroom together?" Xylene asked with a slight chuckle. "But that was a night we really enjoyed."

"Okay…" Ghostfreak muttered as he was invisible while listening in on them. "I so did not need to hear all that."

“Do you two remember that night?” Xylene asked while looking up to the moon.

“How could we forget?” Delta asked as the three looked up at the moon.







Many moons ago, back when Delta, Dust, and Xylene were younger, they were in a desert at night while a ship was behind Xylene with Attea’s father, and Striker standing guard. “Rumors are swirling that there’s some new DNA weapon out there.” Xylene said to them. “Sure you two won’t change your minds and come with me?” She asked with a frown.

“Tempting, Xylene, but until we bring Vilgax down, we have a job to do here with the Plumbers.” Delta said to her.

"But who knows, maybe we'll meet again someday.” Dust mentioned with a smile. "And we’ll always have Lactor 95." Xylene then pulled her in for a loving kiss before doing the same to Delta.

After that, they broke apart as they watched her enter the ship while taking off into Space as Attea’s father walked up to them and placed comforting hooves on them. “She has her duty. We have ours. The galaxy is big, and you two might get your wish someday.” He assured them with a smile, which Delta and Dust returned.







All three of them looked up at the sky as they finished remembering that night. “And it looks like we did end up meeting again." Dust mentioned with a smile.

“And with Vilgax out of the picture, and my mission is complete knowing the Omnitrix is in safe possession, there’s nothing separating us any longer.” Xylene said with a smile. “But I don’t know if I’m needed out there.” She said in concern.

“It’s been a couple of months since you were in hibernation, Xylene. And everything seems fine.” Delta said to her. “I say you might be ready to join us in staying here in Equestria. It would be nice if you stay.”

"No way…" Ghostfreak whispered in shock after hearing all that.





Later, Helix was seen walking back to the campsite where he saw Smolder and Spike cleaning up broken dishes. “Don't ask.” She told him.

“I tried telling her not to use her magic to clean the dishes, but she decided to use a shortcut.” Hope said with a disapproving look. “You can’t always expect magic to help you, Smolder.”

“Yeah, figured.” Smolder muttered.

“So, what’s up with your parents and Xylene?” Misty asked in wonder.

“Should’ve kicked her butt back to outer space when I had the chance.” Helix muttered with a look.

“Helix, Xylene is an old friend of your parents.” Flash pointed out. “Why not just give her a chance at being around us?” He suggested that the drone from earlier, now bigger with the ship’s parts, scanned the area the group were in.

"You don't get it, they were closer than that.” Helix mentioned while he used his hoof with the Omnitrix on it to point to where his parents and Xylene went off, as the big thing was scanning the Omnitrix. "And the next thing you know, she'll want me to call her 'mamma lizard’. Forget it.”

But before the others could respond to that, the drone jumped down behind Helix, which made them gasp as the drone walked towards them and shot wire tentacles at them, which they dodged before it fired missiles at them. “Isn’t that one of Vilgax’s old drones?!” Fluttershy panic as they dodged the missiles.

“It must be after the Omnitrix!” Azmuth exclaimed as the drone glared down at them.

Helix then gave a determined expression and charge at the drone. “You want this?!” He called as he activated the Omnitrix just as the drone fired missiles at him, but Helix already transformed into Gax as he was unfazed by the missiles. “You gotta take it from me!” He called.

Delta, Dust, and Xylene rushed back as they saw Gax fighting the giant drone. “What in the world?!” Dust exclaimed as Xylene flew towards the fight and next to Gax.

“I can handle this! I don’t need your help!” Gax yelled to her before the drone started moving as he gave a yelp. But Xylene then used her powers to form pillars on the ground, causing the drone, as well as Gax to trip to the ground.

Delta and Dust then blasted the robot with their blasters while those who can use magic fired their horns at it while Hope and Smolder got into ready stances. “Elota objectia!” They called as they fired magic beams at the drone.

Gax quickly got up and grabbed one of its legs and squeezed it, but he was caught in purple aura as Xylene lifted them up and tossed them to the mobile base. They then saw the big drone taking apart the mobile base and assembling the parts into itself. “What's it doing?" Sandbar questioned as a solid became bigger as it continued to assimilate the mobile base.

“It’s taking over the mobile base!” Misty exclaimed as the robot charged towards them, but it stood still as they saw Gax was holding it down, but then it aimed a blaster at him.

“Uh, oh,” Gax muttered before the droid blasted him, which wrecked the mobile base even worse since it was behind him.

The droid then fired cannons at them as the others took cover behind the trees. “Okay, this thing is more troubling than the others!” Attea exclaimed in annoyance.

“Xylene!” Delta and Dust called as Xylene nodded and used her powers to levitate an explosive part from the mobile base and lifted it up to the robot as Delta and Dust fired at it, causing an explosion that wrecked it as Gax got up with a groan.

“We make a good team.” Xylene said to Delta and Dust with a smile.

“We always do.” Delta said as Dust nodded in agreement.

Gax growled as he got up and saw the droid getting up again before he tackled it and ripped it apart piece by piece as the others watched until it’s down as Gax held a piece of the mobile base. “Sorry about the mobile base, mom and dad. It was behind me when the robot blasted it.” He apologized while he gave a piece of the mobile base to Delta. "And I think I may have gotten a little carried away when I tore that thing apart."

"Yeah, maybe just a little bit." Delta agreed as he and Dust walked past Gax. Gax then glared at Xylene without saying a word as none of them noticed a piece of the Drone survived and went off to repair itself.





A bit later, the group is putting the mobile base back together while scavenging the missing parts. “Guess that Mechadroid was the same one that fell to Equestria with you, Xylene.” Dust said.

“And it was doing that merge ability like the other one we’ve faced before.” Helen said while picking up a part.

“It would seem that they developed the ability to amalgamate mechanical devices in order to fulfill their programming." Azmuth theorized. “Namely to retrieve the Omnitrix, even though they have no knowledge of their master being trapped in the Null Void."

“Guess the thing was offline and didn’t get an update on that.” Spike said as he lifted up another piece.

"Let's hope it's the last we've seen of it.” Xylene mentioned before she walked up to Helix who had transformed into Diamondhead. "And you are sure the mechadroid was destroyed, right?"

"I'm positive that it's destroyed.” He replied before shaking his head. "Give me a break."





Somewhere else, a pony was walking into his home while its motor vehicle was being torn apart by the droid and merging with it.





Back with the others, Diamondhead was on the ground as he was trying to get two pieces of the mobile base together. “If you wanted to be truly helpful, a Galvanic Mechamorph would’ve been more appropriate.” Xylene told with a brow and hands on her hips.

"A what?" Diamondhead asked in confusion.

"She means Upgrade." Delta told his son.

“Yeah well, you're the boss of what I turn into." Diamondhead told Xylene.

“Mostly because you end up turning into the wrong thing anyway." Misty mentioned.

“Xylene might know a thing or two about the Omnitrix, maybe you should listen to her." Dust told her son.

"Are you both seriously taking her side?!" He questioned both his parents while pointing at Xylene.

“You are so irrational." Xylene told him.

"Well if I'm such a big screw up, why did you send the Omnitrix to me in the first place?!"

"I didn't send you the Omnitrix, you found the Omnitrix before it could reach its intended destination.” Xylene explained while gesturing to his parents.

"What are you talking about?" Diamondhead questioned her.

“I'm saying the pod that contained the Omnitrix veered slightly off its course." Xylene explained which caused the others to look at Diamondhead as he looked down with a sad realization while the Omnitrix was beeping red.

"You mean I got the Omnitrix by accident?" He asked before he transformed back into Helix.

"Of course." Xylene replied. "You didn't really believe I would send the most powerful device in the universe to an equine youngling, did you? I was sending it to Delta and Dust." This caught the two off guard.

“I guess that makes more sense, with Delta and Dust being PLumbers and all.” Flash said with a surprised look as Helix frowned before he glared.

“Oh, well, great! Just take it back, and you three could cruise around either in Equestria or the universe!” Helix yelled as he ran off. “See if I care!” He shouted.

“Helix! Wait!” Dust called out with her hoof raised, but Helix was already out of sight.

Delta then looked down at the group. “Can either of you go to him?” He asked in concern as the young group went to go check up on him.

“Was it something I said?" Xylene asked in confusion.

“Do we really need to answer that?” Twilight questioned with a disappointed look.





Helix was sitting on an edge as the young group walked up to him. “Leave me alone.” He said without looking at them.

“Come on, Helix. Don’t be like that.” Ocellus said to him.

“So the watch wasn’t meant for you.” Gallus said to him. “Who cares?”

“Yeah.” Helen said in agreement. “You’ve done a pretty good job with it so far.”

“It’s not just about the watch.” Helix said with a look. “Don’t either of you get it? She wants my parents all to herself just like before, only this time, they won’t be around for me.” He said sadly as they looked at him and was surprised by that as they looked like they didn't know what to say to him.





Back in the mobile base, the adult group are still repairing it, after an explanation to Xylene how she hurt Helix’s feelings. “You know, you could’ve put it more lightly than being rude to my cousin, lizard lady.” Flash said with a look.

"Well to be fair, I never really understood.” Xylene replied after levitating a bit more of the mobile base roof on top. “I'm really sorry. You see, a youngling offspring really is a mystery to me. On my own planet, once you hatch, you're on your own."

"Oh my, you mean you don't even know your own parents?” Fluttershy asked in concern.

“No. I was self taught and learned how to survive in the galaxy before I met the Plumbers.” Xylene answered. “It wasn’t until I met Dust and Delta that I didn’t feel alone anymore.” She said as she looked at the two Plumbers with a smile.

“Well, here on this planet, we do things differently.” Shining said while Cadance held Flurry. “Once you have kids of your own, you have to teach them, care for them, and raise them while sharing some love with them, and never abandon them.”

"Yeah, and Helix had to grow up without his parents until now.” Twilight added with a sincere tone. "Just imagine how he felt about that." A blast then pushed them all back before they saw the rebuilt Mechadroid coming towards them.

“The Machadroid!” Xylene called as it landed in front of them.

“And bigger than ever.” Pinkie said fearfully as the Mechadroid then tried to attack the three Plumbers, but Xylene pushed them back before she was whacked away and hit a couple of trees before crashing into the ground.

“Xylene!” The two Plumbers yelled, which got the young group’s attention as they rushed back to the others. Xylene struggled to get up before she lost Consciousness and fell to the ground while the others dodged the attacks.

"Look out!" Twilight called out as the Mechadroid used its tendrils to grab both Delta and Dust.

The Mechadroid then fused their Plumbersuits with it as the others turned and saw Dust and Delt stuck in it. “No!” Helix cried out as the droid created a dust of cloud as it vanished. “Mom! Dad!” He cried out while the others looked in horror.

They soon found Xylene and helped her over to the picnic bench as she came to. "You said you trashed that thing!" Misty scolded Helix.

"We all believed that it was destroyed, but that doesn't matter now." Azmuth told them.

“Doesn’t it?!” Helix questioned.

“Wait, if that thing only wants the Omnitrix, why did it kidnapped Delta and Dust?” Spike asked in wonder.

“Because it knows I’ll come rescue them.” Helix said in realization. “It’s a trap.”

“Exactly.” Xylene spoke up as they turned to her. “That’s why-”

“Look, I know you’re gonna give us the whole 'the Omnitrix is more important than any species' lecture and stuff." Helix interrupted her.

“Well, it is.” Xylene and Azmuth said in unison.

“Well, no way are we letting that living junkyard hurt my parents!” Helix continued.

“I agree that--” Xylene tried to explain.

“So help us or get out of our way because…” Helix tried to continue before Xylene used her powers to levitate Helix and smack him into a tree and pinned him there.

“Now be quiet and listen.” Xylene said firmly as she walked up to Helix. “You’re not the only ones who cared about Dust and Delta. If we work together, we can save them and the Omnitrix.” She said as she let go of Helix as they huddled around her. “Truce?” She asked as she had her hand out while the others did the same while Helix was the last one as he placed his hoof on next.

“Truce.” They all said.

“Time is crucial.” Xylene said to them. “As we stand here, it’s collecting more and more items, becoming stronger for its final battle with us.”

"The question is, where would it go to acquire more items?" Azmuth asked.

"There's only one place around here that is holding the most powerful weapons just in case a threat like Tirek ever comes back." Shining mentioned. "And it's not too far from where we are."

"The Ice Caves." Twilight spoke up.





Helix was seen riding on his hoverboard through the caverns of an ice cave before he stopped when he saw the Mechadroid up ahead as it turned and faced his parents to him. “Mom! Dad!” Helix called.

“Helix, go!” Dust called as she and her husband struggled to break free.

“This thing got control of our nanotech in our Plumber suits!” Delta exclaimed as their hooves were forced up as they fired a blaster at Helix, who dodged out of the way as he hid behind a boulder.

“Do whatever it takes to bring this thing down!” Dust called out. “Even if that means taking us with it!”

"Sorry, but that's never an option for me!" Helix shouted before he held up his left hoof. "Is this what you want?! I'll trade you right up, my parents were the Omnitrix!"

"No, don't do it!" Delta called out before the drone tried to grab him with its tendrils. He quickly moved as they missed him.

"Don't worry, we know what we're doing!" Helix told his partners.

“We?” They asked before Xylene flew in and flew around the Mechadroid as she landed on the crate next to Helix.

“Delta, Dust, we must stop meeting like this.” Xylene joked as Smolder came in and drove a forklift, but it forced Dust fired her blaster, which made Smolder serve around and crashed into a crate.

“Smolder!” Helix called out as he tried to rush up to her, but the Mechadroid grabbed him and started electrocuting him. But then, Xylene flew in and used her powers to get Helix free and grabbed him as they flew down to the ground.

Helen quickly ran up to the drone and started jabbing at it before moving so a boulder Manny threw could hit it. Xylene then took the chance and flew towards Dust and Delta and started ripping the cables off, but then she saw a crate right above it. She used her powers and quickly pulled the two off before a crate fell on the Mechadroid while Xylene held Dust and Delta as the group all looked on.

With two remaining cables still connected to them, it forced them to rapid fire everywhere as the group quickly hid behind a large boulder for cover. "We threw everything we had at it and it's still rebuilt itself!" Attea complained.

"We're going tough to destroy the original Mechadroid to defeat it!" Xylene told the group.

"What do you mean by original?" Zs'spoocy asked her.

"All the technology it has gathered is nothing more than an outer shell protecting the original droid within." Xylene explained. "If we can get to that, we can destroy it for good."

"Looks like the perfect job for Upgrade!" Helix declared with confidence before Xylene stopped him from activating the Omnitrix.

"I have a better idea, but you must trust me on this for your parents' lives are at stake." Xylene told him before he nodded in response. The sounds of the different forms being cycled through were heard before a bright green light came from behind the boulder. When it died down, the group saw that Helix had transformed into a gremlin-like alien with skin much smoother and colored crimson-red. He now wears an aviator's outfit which comes with an ascot. His eyes now have black pupils, his ears are now spiked, his sharp teeth jut out of his mouth, and his nose is bigger. He also has a spike on his chin and one near each of his eyes. The Omnitrix symbol is now on his waist.

"What is this thing supposed to go get something like that?!” He questioned her with a high-pitched voice.

“You're going to dismantle it!" Xylene told him which made the group look at her with baffled looks. "Literally, that's your power."

“You're kidding right?" Manny questioned her. "He has an alien that can control technology and you have him turn into a little gremlin whose power is to only dismantle things?!"

"Well maybe it'll be better than you just chucking boulders!" Helix told him before he blew a raspberry.

"And apparently, he also has a bit of an attitude like this." Helen sighed.

Dust and Delta struggled to break free as the cables tangled them around while the others backed away as it fired missiles at Helix, but he jumped high and tackled the Mechadroid and went to its head and started taking apart its mechanical parts. “Fix! Fixfixfixifix! Fixfixfixfix!” He exclaimed as he removed the parts at high speed and quickly pulled the head part of the Mechadroid. “Cool! I know how to take apart machines!" He explained before looking at the vehicle Smolder is still in. "Oooh! Idea! Idea!" He quickly grabbed the parts he dismantled and ran over to the vehicle. "Fixfixfixfixfixfix!" He moved at a high speed and reconfigured the vehicle with the parts. "Ononon!" He shouted as the forklift now looks like a robotic mech.

“Whoa! Dude, how did you do this so fast?!” Smolder asked in shock.

“Just giving this thing a little modification!” Helix declared before it got on top of it. "I've got Juryrigg power!"

“Wow, like he was stubborn or annoying enough.” Misty said in annoyance.

“I’ll get Dust and Delta.” Xylene said as she rushed up to the two tied up Plumbers. “Let go of them!” She yelled as she started pulling them.

“Time to test this puppy out!” Juryrigg called as he started pressing the button. “Ononon!” He called as he moved the robotic mech and started taking apart the Mechadroid one by one.

“Whoa! Okay, I’m starting to like this alien!” Smolder called as she controlled the mech and took apart the Mechadroid one by one before she managed to pull the top cover part of it off. “Helix now!” He called.

“On it!” Juryrigg called as he jumped onto the Mechadroid and saw the core. “Time for a little dismantling!” He called as he jumped into the core. “Fixfixfixfixfix!” He exclaimed as he took apart the core while Xylene got Dust and Delta out as the Mechadroid fell over and collapsed as Juryrigg was rolling on top of the core over to them. "Hey who's up for upgrading the base with this piece of junk?!" He asked with a cackle.

“No thanks, son. But great job.” Dust said with a smile right before the Omnitrix timed out and Helix transformed back as he fell off of the core.

"Thanks, but I was kind of serious about upgrading the base." Helix mentioned as he got up and dusted himself off.





Back at the campsite, with the mobile base finally rebuilt and fixed up, Helix looked up at Xylene with an apologetic look. “I wanted to apologize for being a jerk before.” Helix told her in guilt. “I guess I was just jealous that my parents had your attention. But if you make my parents happy, then I’m happy.” He said with a smile.

"You certainly are their son, aren't you?" Xylene asked with a smile. "You even got your father's looks, probably the reason why you have three mates already." She added while gesturing to Helen, Attea, and Zs'spoocy, which caused all four of them to blush when she said that.

“We aren’t in love!/ So not!/ We’re just friends!/Xylene, no!” Zs’spoocy, Helen, Attea, and Helix exclaimed in unison while looking embarrassed while the others gave them teasing smirks.

"Heh, yup, just like his father." Dust said which made Delta roll his eyes.

“And they certainly act a bit like you.” Delta said in amusement, which made Dust giggled.

“But I becareful, Helix.” Xylene spoke up, which made them all turn to her as she gave a serious look. “Vilgax isn’t the only one interested in it.”

“Yeah, I kinda got that.” Helix said from experience.

"So, does this mean you're staying with us or something?" Rainbow questioned Xylene with a brow.

Xylene looked around before she gave a smile. “It may be a big galaxy out there, but right now, I think I should join you on your trip.” She said, which made them all smile. “This world, it’s so exciting and a lot to learn from. I think I will stay here to learn more about it, and to be close to old friends.” She said while turning to Delta and Dust with a smile.

"Well, that's great to hear." Dust said with a warm smile.

“Very.” Delta said with a warm smile as well. “Welcome to the team, Xylene.” He said as Xylene then pulled both of them into a kiss, which made the young group grossed out while the adults looked on with warm smiles as the three broke the kiss.

“We’ll always have Lactor 95.” Xylene whispered to them warmly.

"Okay, I think I'll head to bed before anything else happens." Gallus said as he used his wing to block what he had seen.

“Don’t be so dense, Gallus.” Silverstream said with a giggle as Helix turned to his parents.

“I thought I was gonna lose you guys like last time.” Helix said to them.

“Nah, you can’t get rid of us that easy, son.” Delta said with a smile.

“We’ve been separated for too long. So now, we stick together, no matter what.” Dust said with a smile, which made Helix smile warmly at them. “Now come along. It’s time to go.” He said as they all walked up to the mobile base with Xylene beside Delta and Dust.

Azmuth stayed behind and looked up to the night sky. “If the two Plumbers can reunite with their love ones, maybe someday you and I will be the same way, Zenith.” He said to the night sky. “Wherever you are.” He finished. The group stopped Vilgax’s old Mechadroid and had a new member of their family, as their adventure just got bigger.