Welcome to the newest installment of Ben 10: Hero of Equestria! We move on to the final three Elements of Harmony, plus an epic fight scene between Ben and Nightmare Moon! Although, I think you'll all be surprised by what happens to Nightmare Moon in the end! Trust me when I say that this is gonna be good! Also, here's a few more aliens that Ben is gonna get back.

Swampfire, Echo Echo, Whampire, and Astrodactyl.

Now, here are a few more that Ben is also gonna get in this story.

Stardust Dragon, Gargoyle, Phoenix, and Draconequus.

If anyone has any ideas as to what Ben's Draconequus form should look like, drop me a line! I want it to look different from what Discord looks like! Enjoy the chapter!

Disclaimer: I still don't own Ben 10, or My Little Pony Friendship Is Magic!

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"Normal Speech"

'Thoughts'

Songs

"Yelling"

Infinitrix Alien Database

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Feedback vs. Nightmare Moon!

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***On Galvan Mark II***

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In a technologically advanced laboratory, we find someone working without as much passion for his work as he used to. The one in question was a small alien about six inches tall. He had wrinkled grey skin, bulbous green eyes, and he seemed to resemble an anthropomorphic frog. He also had two growths dangling from his upper lip that resembled a mustache. This is Azmuth, the creator of the Omnitrix and co-creator of the Ultimatrix.

But right now he was stewing over the guilt he felt for giving the Ultimatrix to Gwen. Had he known that she would become so arrogant after receiving it, he would never have taken it from Gwen.

"What was I thinking?!" Azmuth asked himself as he banged his head on the desk.

Azmuth had gotten word of Ben's disappearance a few hours after it happened. He knew that this wasn't the work of Professor Paradox. That guy controls time, not dimensions. Azmuth just hoped that wherever Ben was, he was okay.

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***With Ben and the Others***

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As Ben and the girls continued on their way to find the Elements, Ben was explaining how he came to Equestria in the first place.

"...So, that's my story girls." said Ben.

All of the girls had different reactions to Ben's story. Rarity was in shock from Ben's cousin having such uncouth behavioral patterns, Applejack and Rainbow Dash looked ready to punch something they were so mad, Twilight looked like she didn't want to believe what she had heard, and Fluttershy and Pinkie Pie grabbed Ben in a fierce hug while crying their eyes out. Ben was surprised by the hug, but that was short lived as he rubbed Pinkie and Fluttershy's backs in an effort to calm them down.

"Ben, what yer cousin did with that Ultimatrix thingamajig... Well it... It just ain't right!" said Applejack as she tried to control her anger.

"Those nogood Plumbers, when I get my hands on them..." growled Rainbow.

"Why would they do something so cruel?" asked Twilight.

Ben didn't have the answer to that question, he was too busy trying to calm down Pinkie Pie and Fluttershy. His method seemed to work, as the two distraught girls began to stop crying. Their sobs soon gave way to just little sniffles.

"Fighting's not really my thing. I'm more into fashion," said Rarity. "BUT IF THOSE PLUMBERS EVER COME TO EQUESTRIA, I'LL RIP THEM TO PIECES IF THEY HURT SO MUCH AS ONE HAIR ON BEN'S HANDSOME HEAD!"

Ben was surprised that Rarity had made such a proclamation, but for some reason he felt a warm feeling in his heart from hearing it. Once everyone had calmed down enough, they continued on towards the castle. After about a half hour of walking, they finally found it!

"There it is! The Castle of the Royal Pony Sisters!" exclaimed Twilight as she started to run across an old rope bridge. "Hurry! We can cross this bridge to get to-WAAAUUUGH!"

Just as Twilight started to cross the bridge, the rope on the other side snapped causing the whole thing to fall while Twilight was still on it! Fortunately, Rainbow Dash reacted fast enough to catch Twilight by flying before the mage could fall too far into the chasm.

"What is it with you and falling off cliffs today?" asked Rainbow Dash.

"I don't know…" whined Twilight pathetically.

Our hero and heroines saw that their only way across was now gone. Ben's brain was kicking it into overdrive to try and get them across. He could probably use BlitzWing, but Ben would only be able to take one at a time. And time is currently the one thing that can't be spared at the moment,

"Great! NOW how are we supposed to get across?!" asked Pinkie.

Rainbow Dash took to the air, and cleared her throat to get everyone's attention. She did a loop-de-loop, and took off to the other side of the chasm.

"Oh yeah!" said Pinkie.

Using her natural power of flight, Rainbow Dash managed to get to the other side in no time at all. But before that, she flew down into the gorge, and pulled up the bridge. She tied it back to the post on the other side that was supposed to hold it up, and landed for a minute.

That's when things began to take a strange turn. A thick mist creeped in from nowhere obscuring Rainbow's vision. She looked around to try and find the source of the fog, but her efforts were in vain. Suddenly, voices began to ring through the air.

"Rainbow…" whispered a voice.

"Who said that?" asked Rainbow.

"Rainbow…" whispered another voice.

"Who's there?! Show yourself!" demanded Rainbow Dash.

"We are the fastest… The most agile… The greatest team of flyers in all of Equestria! THE SHADOWBOLTS!"

The fog finally parted to reveal three anthropomorphic Pegasus ponies that looked eerily similar to the Wonderbolts, only with some major differences. All three of them had light grey coats, blue manes and tails, and were wearing dark purple flight suits complete with dark blue goggles. But there was this eerie feeling coming off of them that Rainbow didn't like very much.

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(The rest of this event went the same as in the show. I'm tired of typing every bit of every Element of Harmony since it seems redundant.)

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With everyone now across the gorge, our harmonic entourage found themselves in the main room of the castle. And what they saw astounded them. It was a huge podium in the center of the room. And resting on it were six stones that appeared to be none other than the Elements of Harmony!

"It's the Elements of Harmony! We've found them!" cheered Twilight.

Rainbow Dash and Fluttershy began to use their flight abilities to get the stones off of the podium, and set them gently on the floor. Pinkie meanwhile, was doing a headcount of the elements.

"Four, five… There's only six!" said an alarmed Pinkie Pie.

"Where's the seventh?!" asked Applejack.

"The book said that the seventh element will only reveal itself when a spark activates the other six. Maybe…" said Twilight as her horn lit up with a pinkish purple aura.

Ben had a feeling that something really bad was about to happen. And his suspicions were confirmed when a dark blue tornado of pure magic formed around Twilight and the Elements of Harmony! The girls went into a state of panic, but Ben ran at the twister, and pushed Twilight out of it!

"BEN!" cried the girls.

In a bright flash of light, Ben was no longer in the room. And neither were the Elements of Harmony! The question now is 'where'd they go'?

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***With Ben***

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After a bright flash of light, Ben suddenly found himself in what appeared to be a throne room. There were two chairs sitting side by side, almost as if the place was made for more than one person.

"What the? I knew I shouldn't have taken that left turn at albuquerque!" said Ben.

That was when something really got Ben's attention. It was the fact that there was someone already sitting in one of those thrones.

It was a woman who was a good foot and a half taller than Ben. She had skin as black as the midnight sky, and long hair that flowed as if wind was blowing that looked to be made of the night sky. Her tail was the same way. Her eyes were dark blue with cat-like slits for pupils, and she was wearing armor that looked like it belonged on a knight. But unlike Twilight and the others, this woman had both wings AND a horn!

"Well, well, well. It's been far too long since a full blood human found their way to Equestria." said the mystery woman.

"Who are you? And how do you know that I'm a human?" asked Ben as he activated the Infinitrix.

The woman stood from one of the thrones, and began to slowly walk down the steps. The way she walked made it evident that she was of royal lineage, and she had the posture to back it up.

"My name is Nightmare Moon," said the armored Alicorn. "And I have always known much about humans. The signs were not that hard to miss. I will admit, you have noble qualities for a human commoner, but I am afraid that I must destroy you along with the Elements of Harmony!"

Not wanting to be killed before he reached college age, Ben slapped the Infinitrix dial and was engulfed in a flash of pinkish purple light. This time, Ben's body still retained its humanoid look, but his skin turned totally black with a green abdominal area and golden battery bolts grew out of his shoulders, arms, and hips. He also has a single white eye on his face, he became more muscular, and he grew two long antennae and a long tail that all had small plugs at the tips. His feet had only two front toes, and he had four fingers with similar plugs to those of his antennae on his hands. The Infinitrix mark was in the center of his chest.

"Feedback?! AWESOME! I haven't used Feedback since Malware destroyed him!" Feedback said to himself.

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Infinitrix Alien Database Entry

Species Name: Conductoid

Given Name: Feedback

Feedback is a species known as a Conductoid. This species is well known for their Electrokinetic abilities. Mainly being able to absorb and redirect electrical currents. In addition to this, Feedback is capable of propelling himself through the air using electricity to do so, and can use his Electrokinesis to levitate objects with electrical currents flowing through them!

However, Feedback is not by any means invincible. If he does not absorb electricity in a battle from time to time, Feedback's own electrical energy will be quickly depleted.

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Nightmare Moon was astounded by the fact that a human was capable of such a transformation. It should be impossible for an ordinary human to do so! But she did not dwell on this fact for long, as her horn lit up with a dark blue aura and she shot an electrical magic blast from her hands. This proved to be a big mistake however, as Feedback stuck his hands out in front of him and used the plugs on his hands to absorb the electrical magic!

Nightmare Moon had only a few seconds to be shocked by this development, as Feedback shot an even more powerful blast of electricity at the armored Alicorn. Her armor acted as a conductor to the electrical currents since it was made of metal, and made the pain worse for her. Nightmare Moon screamed in pain from the powerful electricity flowing through her system

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***During That Time***

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"Where's Ben?!" asked Pinkie Pie.

The girls were absolutely hysterical about the fact that both Ben, and the Elements of Harmony had just disappeared without a trace. All of them hoped that nothing bad had happened to him. However, Twilight seemed to know a little bit of what had just happened.

"I felt strong magical power coming from that tornado that tried to engulf me. I think Nightmare Moon teleported Ben to wherever she is along with the Elements of Harmony!" theorized Twilight.

That seemed to make sense to the others. All of them knew enough about teleportation spells to know that they come in a wide variety of forms. But that still left just one question.

"But if Ben and the elements were teleported, then where are they?!" asked Fluttershy.

Suddenly, there was a glowing pulse of power coming from one of the other towers. Twilight and the others saw it, and started to run in the general direction of the light.

"Over there! Hurry!" urged Applejack.

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***Back With Ben***

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With Nightmare Moon out cold, Feedback rushed over to the Elements of Harmony. He stood in the middle of the stone elements, and began thinking of possible ways to awaken them. Then it hit him like a runaway locomotive!

"Twilight said that a 'spark' was needed to awaken the Elements of Harmony. Maybe... Just maybe..." murmured Feedback.

He began to focus miniscule amounts of electrical energy into the tips of his fingers, and moved to stand in the middle of the elements. Once he gathered enough, Feedback sent it out to the elements in small discharges thinking that this would be the 'spark' that Twilight was talking about. Sure enough, something did happen. The Elements of Harmony began to glow and rise into the air just as Feedback stopped sending out the electricity he was using. The light woke Nightmare Moon who gasped in horror at what she was seeing.

"NO!" cried Nightmare.

But just as quickly as things began to go right, things went horribly wrong. The Elements of Harmony stopped glowing, and dropped to the floor. Ben just stood there shocked as he changed back to normal.

"Wait, shouldn't something have happened by now?" asked Ben in panic. "Where are the elements?!"

He was broken from his musings as Nightmare Moon punched him in the face sending him across the room. She laughed cruelly as she used her magic to destroy the element stones, and gloated at our seemingly defeated hero.

"FOOL! Your precious Elements of Harmony didn't work! Now you'll never see your precious sun again, and the night shall last FOREVER!" declared Nightmare Moon.

Ben was in pain, but he managed to push himself up onto one knee. He glared defiantly at the armored anthropomorphic alicorn before him, but he suddenly began to hear the voices of the girls. They ran in, and Fluttershy and Rarity helped Ben to his feet.

"Is it over?! Did we win?!" asked Rainbow Dash.

"IT'S ALL OVER!" yelled Nightmare Moon. "Now eternal night shall reign supreme! And Equestria shall forever be under my control!"

Twilight and the others looked like all hope had left them. With the elements destroyed, they had no chance of defeating Nightmare Moon. But suddenly, Ben felt something in his heart. That's when the broken shards of the Elements of Harmony began to glow, and started circling around the girls. Nightmare Moon was horrified by this new development.

"What?! This can't be! I DESTROYED THE ELEMENTS OF HARMONY!" cried a defiant Nightmare Moon.

Ben and Twilight gained smug looks as they stood with the others. The element shards began to glow even brighter as they began to fully awaken.

"You're wrong, Nightmare Moon! You didn't destroy them!" said Twilight.

"Twilight's right! Because the spirits of the Elements of Harmony… Are right here!" declared Ben.

"Applejack, who reassured me when I was in doubt represents the Element of… HONESTY!" explained Twilight as she began to list off the different elemental bearers. "Fluttershy, who tamed a Manticore with her gentle ways represents the Element of… KINDNESS! Pinkie Pie, who giggled in the face of danger represents the Element of… LAUGHTER! Rarity, who calmed a sorrowful soul with a meaningful gift represents the Element of… GENEROSITY! Rainbow Dash, who would not abandon her friends for her own hearts desire represents the Element of… LOYALTY!"

As Twilight listed off the first five elements, the shards fused to form golden necklaces around the girls necks. That was when Ben decided to take over.

"And when those elements come together, they form one of the most powerful elements of them all! The Element of… MAGIC!" said Ben as the last of the shards formed a golden tiara on Twilight's head.

"But you still don't have the seventh element! The spark didn't work!" Nightmare Moon said in denial.

Ben only smirked as a mint green light began to shine on his chest area. The hourglass of his Infinitrix began to glow the same color as more DNA samples began to be unlocked and regained. Ben chose this time to burst the evil woman's bubble.

"Oh, but it DID work! It was a different kind of spark! I felt it when I realized how much you six mean to me. How relieved I was to see you unharmed. To hear your voices! When I finally realized that you girls… Are my friends!" declared Ben as a glowing crown that looked fit for a king manifested on his head.

"When all six Elements of Harmony are united, they awaken the seventh element that Ben represents! He put himself in harm's way to protect all of us because Ben is… The Element...of COURAGE!" declared Twilight.

The Elements of Harmony began to power up as stripes of red, orange, purplish pink, bright pink, royal purple, cyan, and mint green fused into a rainbow that shot up into the air, and engulfed Nightmare Moon in a hurricane of rainbow energy.

"NOOOOOOOOO!" cried Nightmare Moon as she felt her power slipping away.

With a bright explosion of light, Ben and the girls were back on the ground, and Nightmare Moon was nowhere to be seen. It took a few seconds for everyone to get back to their feet.

"Everyone okay?" asked Applejack.

Rarity let out a shriek of joy as she saw that her tail was now back to its full length. And she could've sworn that it looked even more beautiful than ever.

"Oh Rarity, it's beautiful!" said Fluttershy.

"I know! I'll never part with it again!" declared Rarity.

"No, I mean your necklace. It looks just like your Cutie Mark!" clarified Fluttershy.

Rarity looked, and sure enough she saw that Fluttershy was right! In the center of her golden necklace was a royal purple gemstone in the shape of one of the diamonds on her mark. The girls all noticed that they were in the same boat. Ben saw that on the crown he had, there was a mint green gem that looked just like the hourglass mark of his Infinitrix.

"Well SHOOT, guys! Ah thought you were just spoutin' a load a' hooey! But I guess you were right!" said Applejack. "We really do represent the elements of friendship!"

"Indeed you do!" said a melodic voice.

Everyone looked out the window to see the sun rising up over the horizon, and a ball of white light flew into the room. The light transformed to reveal another anthropomorphic Alicorn mare, only she looked different from Nightmare Moon. Instead of her skin being a deep black color, it was an ivory white. Her horn and wings were also the same color, and she had a very impressive wingspan. She was wearing a golden crown on her head, and a flowing gold dress that stopped halfway down her shins. She also wore gold highheeled shoes. Her hair and tail seemed to flow as if the wind was blowing even though it wasn't, and was colored pink, fuchsia, cyan, and seafoam green. Finally, her eyes were a beautiful magenta color. The other girls bowed as low as possible, but Twilight gasped and ran up to the woman.

"Princess Celestia!" cried a happy Twilight.

"Twilight Sparkle, my most faithful student!" said Celestia as she hugged her student. "I knew you could do it!"

"But you told me it was just an old pony tale." Twilight said, severely confused by this.

"I told you that you had to make some friends. Nothing more." said Celestia. "I saw the signs of Nightmare Moon's return, and knew that you had the magic needed to defeat her. But you could not unleash it, unless you let true friendship into your heart!"

She would've continued on, but the others soon heard a very strange sound coming from the area where Nightmare Moon was defeated. They saw another anthropomorphic Alicorn woman kneeling next to Ben. This one had hair and a tail that were a pale cyan color, and skin that was a very pale fuchsia. Her eyes were dark blue, and she was wearing a simple blue dress that fell to her knees, and a pair of blue high heels. Ben however, had undergone an even more drastic change.

He now was an anthropomorphic pony! And not just any species! He was an Alicorn! His skin was now a mint green color, and his hair had gotten a bit longer now reaching his shoulders. He also had a brown tail, and the Infinitrix mark had become his Cutie Mark which was on his shoulders. But his wings looked like those of an angel, and looked like they were made of the very galaxy! They were sixteen feet long from tip to tip giving Ben an even greater wingspan than Celestia's own. His horn looked like it was made of a very sharp shard of pink crystal, and it looked like the rainbow spectrum was constantly shining inside of it.

The two of them seemed to be kneeling over something. Something very small. Ben looked up at Celestia and the other Element Bearers, and beckoned them over. They walked over to them, and gasped at what they saw!

It was a baby cradled gently in Ben's arms! She was crying for some reason, and the others could see that it was obviously a girl, but there was something eerily familiar about this baby. For one thing, she had black skin, starry looking hair and a tail that was the same, and tiny wings and a horn. But the strange thing was that she already had her cutie mark. However, the others instantly knew who this baby was, and looked horrified.

"Nightmare Moon…?!" asked Celestia in disbelief.

The baby stopped crying, and looked up at Ben. Her expression instantly changed from sad to fascinated. She giggled at Ben, and for some reason, he felt compelled to raise her. Celestia's horn lit up with a golden aura, and she touched it to Nightmare's little horn. When the spell was done, Celestia looked slightly relieved.

"It appears that she has no memory of her past life." said Celestia.

"So then what do we do with her?" asked Rarity.

Ben looked at the baby that was now sleeping in his arms, and he made his decision right then and there.

"I'll adopt her! I'll raise her with all of the love and care that she needs." said Ben.

While surprised by this proclamation, Celestia smiled at the dedication she could see from this new Alicorn. Before anything else could be said, she was grabbed in a fierce hug by the other Alicorn woman who is known as Luna. They were both crying in both sadness and joy.

"I'm so sorry! I missed you so much, big sister!" cried Luna.

"I've missed you too!" sniffled Celestia.

The moment was ruined, however, when Pinkie Pie suddenly got an idea.

"Hey! You know what this calls for?" she asked.

Everyone suddenly found themselves in Ponyville, and the whole town was decorated in record time. Turns out Pinkie's idea was nothing more than…

"A PARTY!"

All of the citizens were gathered and having a good time. Now that they didn't have to worry about the threat of Nightmare Moon, they could just have fun and enjoy themselves. Well… all except for Twilight.

"What's the matter, Twilight? Aren't you happy that your quest is over, and you can return to your studies in Canterlot?" asked Celestia.

"That's just it. Just when I've finally learned how wonderful it is to have friends I have to leave them." explained Twilight.

The others seemed to finally realize this, and grew sad about this. And Ben looked a bit unsure. Where would he and the baby stay? He didn't have a job, or a home of his own. What could he do? Celestia smiled as she got an idea.

"Spike, take a note please." ordered Celestia.

Spike pulled out a quill and a piece of paper, and got ready to take the note. Celestia started speaking, and Spike wrote down what she said.

"I, princess Celestia of Equestria, hereby decree that the mage known as Twilight Sparkle is to take on a new mission. She is to study the magic of friendship, and report to me every week from her new home… In Ponyville. And the newly made Alicorn going by the name of Ben Tennyson is to be given a home, and will become Ponyville's protector!"

The other girls cheered, and grabbed Ben and Twilight in a group hug. They happily returned it, while Ben stayed careful with the baby.

"Oh, thank you princess Celestia! I'll study harder than I ever have before!" declared Twilight.

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There we go! Now I have a few things to say before I go. I need you to send in name ideas for baby Nightmare Moon. Good luck, and enjoy the chapter!