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Gwen 10

by Chaos Nightmare

First published

A young girl gets a gift from a friend for her birthday and is teleported somwhere (displaced story)

(Displaced story)

I was playing games when all of a sudden, a package was delivered to my home. When I opened the package there was an Ultimatrix which when I put on sent me away.

(Ben 10 crossover)

Pre reader Frost the Wolf
Editor ItisASillyLittleGame

Alien List

Author's Notes:

This is a list of all the aliens Gwen has got per chapter she has gotten them from... this is just so people can know the aliens,names and species.

Chapter 1 aliens
Ghostfreak - Ectonurite
Humungousaur - Vaxasairian
Gray Matter - Galvin
Diamond Head - Petrosapien
Swampfire - Methanosian
Rath -Appoplexian
Cannonbolt - Arburian Pelarota
Stinkfly - Lepidopterran
Wildmutt -Vulpimancer
NRG - Prypiatosian-B
Magnolia - Earth pony


Chapter 2 alien
Namira - Shadow pony

Chapter 8 aliens
Lassie - diamond dog

Chapter 10 aliens
Waybig - To'kustar
Alien X - Celestialsapien
Fourarms - Tetramand
Heatblast - Pyronite
XLR8 - Kineceleran
Ripjaws - Piscciss Volann
Upgrade - Galvanic Mechamorph
Wildvine - Florauna
Blitzwolfer - Loboan
Snare-oh - Thep Khufan
Frankenstrike - Transylian
Upchuck - Gourmand
Ditto - Splixian
Eye Guy - Opticoid
Spliced - Mewtwo
Tuba - Namekian

Chapter 11
Amber - Goat

Chapter 12
Dawnrider - Buffalo

Chapter 17
Athena - Alicorn
Gibor - Centaur
Eris - Draconequus

Pre story villan chapter

Deep within a hidden chamber in the prison of Tartarus, a collection of five statues of monsters from across Equestria’s history stand firmly inside, hidden from the sight of mostly anypony who entered the maximum security prison. Among these five here were a pair of twins, a brother and sister who held strange weaponry that was unfamiliar to the natives of this world, A ninja whom welded the flames of hell, and strangely a Unicorn colt with a knife cutiemark. But the final one, the one in the middle that stood out the most, was a bipedal figure in a suit of armor with his hand sealed off from the rest of him because of the power it bestowed upon the figure. The power to counter and ultimately break harmonic magic. However, unbeknown to all who was there at the time, cracks began to form inside the statue. And those cracks began to glow a golden aura as a menacing laughter began to echo across the halls of the pit.

Chapter 1 edited

I rubbed my head as I woke up from a fall that I’d just had. I looked around, confused as to how I’d ended up from transitioning from a suburban house to the middle of what appeared to be a little forest.

I looked at my wrist, only to see the first of two things that I honestly did not expect to have with me, given my current situation. The Ultimatrix. Yeah, I know. The watch gadget that was used in Ben 10? It seemed to be glued to my wrist now… and even after I’d tried multiple times to get it to loosen or come off of my wrist, it wouldn’t budge. I had gotten that item as a birthday present along with a special Legend of Zelda bag from a dear friend of mine.But now the watch that I’d originally thought of as a prop acted a lot more like the real thing. That also brought my attention to the second thing that I did not expect to see That Zelda bag from before, only this time though the bag I had literally looked like one of the pouches Link would have worn in the games.

I looked around a second time and get up to start walking towards a nearby path. I needed to try to head to the closest town to figure out where I was. As I walked down a track in the forest, I’d thought back to what seemed to have been literally a few minutes ago when this whole thing started.

‘Ding Dong’ the doorbell rang as i put down my game to get a snack. “Yes,” I said at the man behind the door

“Is this the Quinzel residence?” the man said as I looked at him in confusion for a second. I wondered how he knew my name, given he fact that my last name was different to that of the lady who lived there.there.

“Yes and no,” I said, confusing him.

“Is this it or is it not?” he asked in a stern voice.

He was about to ask again when Carolin came up behind him. “Is that package for Gwendolyn Quinzel?” she asked, as he looked at his clipboard before nodding “Well you have got the right house but the wrong name,” she continued. He looked at her in confusion as she explained that they had different names.

She signed for the package and left it with me, which I put on the table to open before dinner.

“So, what's in the bag?” she asked as I put Legend of Zelda bag around my shoulder.

“No clue - comics, I think, but there’s something else there too,” I said as I looked in the box and saw that in contained only anothersmaller box. I opened the smaller box to see an Ultimatrix from Ben 10 ultimate alien. As I put on the Ultimatrix, a green glow suddenly surrounded me and I’d heard the faint sound of Carolin calling my name before nothingness had overtaken me.

I snapped out of my thoughts about events from an hour ago now, as I came across a schoolhouse where some multicolored colts and fillies played like kids. As I went closer to get a better view,one of them screamed at me and they all started to run into the building, except for a pink filly with a purple mane and tail. She grabbed a nearby tree and threw it at me and luckily it missed me by a few feet.

She then rushed at me and head butted me in the gut, sending me flying onto the ground a few feet behind me. While that happened, I guess my hand got too close to some part of her because my Ultimatrix went “Uncatalogued DNA detected,” and when I hit the ground I’d turned into a horse.

“What?” I asked in confusion as I looked at my feet, which were now pink hooves. I looked at my little attacker only to see that she was as confused as I was, until a yellow filly with a red mane shouted about me being something called a ‘changeling’ and started to run. I took that opportunity to fiddle with the Ultimatrix on my chest to either turn me back so I could run, or to turn me into something better so I could fight back.

While I was doing that, the filly snapped out of her thoughts and grabbed the nearby tree. Sheto hit me into the nearby hill and knocked me out.“I don’t understand how that human got here, Spike, or where it got that magic bag OR how it turned into a pony, a voice said.

A younger voice responded. “I know, Twilight. You’ve said that before - five times already,” said the voice, which I guessed was Spike. “Oh, you should probably refresh the knockout spell on the human before she wakes up."

I then jolted up and tried to back away from the winged unicorn’s glowing horn, before I fellunconscious again.

(Twilight Sparkle PoV half an hour ago)

I had been reorganizing my Library when Sweetie Belle burst in and knocked over five stacks of books. I would have snapped at her but I noticed that she was out of breath. “A monster(gasp) at the school(gasp) Cheerily sent me to(gasp) get you,” she said.

I had my doubts but I gave her the benefit of the doubt. If she was faking, she would not have not come to me.

“Spike, I'm heading out but I should be back soon, “ I shouted to him, while I’d lifted Sweetie Belle with my magic. I asked her what the monster looked like but she told me that she hadn’t seen it as she had been busy helping Scootaloo prepare for a test and had only been told that there was a monster by Cheerily. My mind raced over what this monster could be - was it one of the changelings, something from the Everfree forest or a new kind of monster?

As we got to the school my mind raced even more when I saw an unconscious pony with a weird thing on her chest laying on the ground - butno monster “Where’s the monster?” I asked. Before Cheerily could, answer the pony glowed, there was a green flash and then it turned into a human, which added more questions. I told Cheerily that I would take the human back to my library too wait for Celestia to respond to the letter I was going to send her.

Fifteen minutes had passed since Spike sent the letter to Celestia and I’d put the girl under a knockout spell. It had been five minutes since she’d replied that said she was coming to take the Girl to Canterlot to study. While I waited, I studied the bag she had. The bag itself was of interest due to the fact that I was unable to even force the bag open with my magic, which confused me. What confused me even more was how this human had turned into a pony in the first place.

As I talked to Spike, the girl woke up startled us. She tried to back away as I knocked her out with another spell. A few moments after that, Celestia landed in front of my tree house and something gave me the feeling she wasn’t happy.

Chapter 2 edited

Celestia PoV

I entered the Library which my former student called home. I greeted her casually as I trotted into the center of the library. She bowed and called me 'Princess’ My response was a casual giggle as I told her that there was no need to call me that since we are both alicorns and have similar positions, but for different purposes.

This thought, though, was short lived. As I looked at the human that laid in the corner of the room, I told Twilight that I was taking the girl to Canterlot and that she needed to come too for some assistance and to help decide what to do with her. I lifted the human into the air using a levitation spell and loaded her onto the carriage outside to take her to Canterlot. As soon as the girl was safely secured into the carriage along with myself and Twilight, I nodded to the stallion who was waiting. I gave a signal for the flyer to take off, and we ascended into the sky.

In the middle of the flight, my thoughts drifted towards the human. How did it transform into an earth pony without magic? I would not have believed it if it wasn't for the fact that Twilight had seen it transform before her eyes, along with others that had also observed it. I was glad that it turned out not to be a changeling, as that would have created still more problems and questions than it would have solved. It also made me wonder what else could it transform to. I paused for a moment then shuddered at the thought of her transforming into a second Discord - one of him was bad enough.

"Is something wrong, princess?" asked Twilight, snapping me out of my thoughts.

I looked at Twilight with a reassuring look saying "Nothing, Twilight. I was just wondering how this human could turn into a pony," I told her.

"I know, I’m wondering what's in her bag that she has, to be able to protect herself with such powerful magic," Twilight said in a worried voice.
"Well, don't worry. We can figure it out soon," I said, pointing out the fact that we’d landed. I lifted the human with my magic and teleported her to the dungeon to be dealt with later.

Gwen's PoV a few moments later

When I began to wake up again, I noticed that I was locked up in some kind of dungeon. After taking a few minutes to further observe my surroundings, I was able to take into account that the guard probably wouldn't let me out, even if I asked politely. Fortunately, the lack of shackles on my arms meant that I would be able to simply escape by exercising ... other methods.

Quickly, but with caution, I went through my playlist to see what aliens I had. The first was Swampfire. I could burn my way out …but I didn't want to bring attention to myself after the village problem,where ever that was I thought a little more. But not Rath or Humungousaur. And Canonbolt was out of the question, due to them being focused on muscles and therefore not particularly good at sneaking. This left me with two final options. Ghostfreak or Grey Matter.

The choice in my mind was obvious.

Ghostfreak could defend herself, Gray Matter couldn't. Quickly, I rotated the dial selecting Ghostfreak and I slammed my hand on the dial. In a flash of green light I was transformed and shouted "Ghostfreak!" I looked around for a final time before heading through the floor to explore where I had been Imprisoned.

The room I was under was an armory of some kind. There were spears and swords along with some horse armor, but apart from that there was nothing of interest. As I floated there, I wondered why the armory was under one of the cells, and were I was?

There was no way that I was in the town where that school house was. Ii would have seen from there or at least from the forest I’d woken up in. I floated towards the door to see if it was guarded. When I phased my head through the door, I saw it was unprotected. 'Why have an armory unguarded?' I thought as I flew through it and into an empty hallway. 'Where is everybody?' I thought to myself as I flew through the empty hall, before I finally heard that dreaded 'beep beep beep' before falling to the ground. "Great, now I have to walk the rest of this hallway," I said to myself as I got up off the ground. It took a second to see that the hallway was longer than thought, with no windows and barely any doors., I wondered where I was and how long this hallway was?

After half an hour of walking down the hall and occasionally looking through doors to empty cells and a few empty rooms, I finally arrived at the end, which was a door. I looked inside the room to find some kind of alchemist or maybe a wizard's lab. In the middle of the room was a glass case with a red horn along with some tubes attached to some weird devices. I did my best to avoid the container, but when I was passing it to get to the staircase behind it, I tripped on a loose wire, falling and knocking over the horn and knocking me out. The last thing I heard before blacking out was 'uncatalogued DNA detected.'

My mother was dead. I had proof that she was killed during the battle for Canterlot. This lead me to being the new Queen of the changelings officially. This made me feel uncomfortable. On the one hand my Mother was dead, on the other I didn't kill her myself as is tradition, and many will question my reign as Queen.

I sighed and began the climb down from my tower to meet with the goat, that Dr. Animo. He promised me an army and I wanted to see that he delivered. As I entered the lab, I was given a mean look by one of his monstrosities I ignored it since my business was important. "Okay, Goat. How are the new scorpion changelings coming?" I ordered.

"They are coming along well, but you lack imagination on these," he gloated.

"I don't care how imaginative you want me to be, just get the job done. I need my army soon," I demanded

"Perfection takes time ... speaking of perfection, have you chosen the animals you want for yourself?" he asked.

I looked at him for a second before going "Timber wolf,chameleon, wasp and frog."

He smiled a sadistic smile before mumbling "good, good" as he started to prepare his machines for the procedure "Blast it all," he said looking at one of his screens. "Tell the chameleon changelings to secure more thunder clouds from the nearby city," he ordered.

"I will send my changelings to secure the clouds, but order me like that again and I will remove one of your legs," I threatened. He took a step back when Ii said that but he got the message as he immediately apologized and went back to work.

An hour passed as the clouds were quickly delivered to the point on the top of his lightning rod and he started the finishing touches on my procedure. I asked him how long it would take. "With the complexity inherent in your request, this will take a month, perhaps two. Unless we remove the sedation and pain medication then perhaps three weeks at most," he reported. I asked why he sedates his creatures if it's quicker to do it without it. "It's so the creatures don't go berserk and try to kill me."

I told him that I want him to perform his procedures do it without the sedation. Though hesitant at first, he warned me that I would feel pain beyond imagination, but if it works I could be stronger than he originally planned, and he was excited.

I took a deep breath of air, because for the next few weeks Ii wouldn't be in incredible pain. But in the end, both Canterlot and the princesses would be dead by my hooves.

Chapter 3

Celestia PoV 10 minutes ago

We were discussing on what to do with the human and we're sure that she was awake by now. I greeted the two guards and entered the cell room to find it empty. "What?" I said as I looked at the guards that were guarding the door.

They looked at each other before the orange Earth Pony said "We didn't hear anything."

Before I could say anything the Blue Pegasus said "He was napping."

I had to hold myself back from facehoofing "Private Basket and Private Cart you had one job." I said "Which was?" I said hoping they remembered it.

"Never go backwards" Cart said in a serious tone.

"No idiot it was don't let anypony go in." Basket said "You never said anything about leaving though."

I sighed wondering why I chose those two to guard a cell or at least why didn't I choose a third on to guard from within the room. "Did you two hear anything?" I asked.

"Yes" Cart said.

I awaited a response of what he heard but after a minute waiting I simply said "What did you hear?" I asked.

I took a moment before he spoke up "Oh I heard somepony call out Ghostfreak."

Basket said "I didn't hear anything."

"You were asleep the whole time" Cart said before I gave Basket a look of shame.

I was about to dismiss them When Twilight managed to open the cell without unlocking it "It was unlocked?" I didn't even say a word I just looked at them and they left. "Why did i choose them?"

From a few feet away "Because we where the closest guards to you when you got the letter" Basket said trotting away.

We were about to start looking in the cell when I got a magical feeling "I know where the human is." I said as I grabbed Twilight with my magic and teleported to my secret lab. In the middle of the room was a broken glass container with the girl knocked out on the floor with Sombra's horn in her hand surrounded by glass and a wire around her leg. I was about to tell Twilight something when I noticed that she was to busy being distracted by my lab to even notice the human."Twilight" I said.

She jumped as I said her name "Yes Prin-Celestia" she said nervously.

"I'll show you this place later just help me untangle the human while I move the horn from her hand" I said signaling at the human.

"Oh right" she said before levitated the human and placed the Horn from the floor back on to the pedestal for later, when that was done I removed the cord that was tangled between her feet and we both teleported to the throne room placing her on the ground to await her awakening.

Gwen's PoV a few minutes later

I woke up with a pain in my head and a wonder who did I anger to be knocked out so many times today. As I looked around I noticed three things, One I was not in the underground lab, two there were two winged Unicorns looking at me and three was the glass windows telling the accomplishments of the purple one.

I would have started backing up if when I saw the purple one from before but the white one gave me a look of stay. I stood up from the ground and looked at them for a moment before the white one said "Hello can you speak?

I looked at her for a moment before going "Yes I can speak" I said

"Good now can you answer some questions?" She asked as I nodded "First question: What where you doing in Ponyville?" She asked.

'Was that the name of the town I was in?' I thought to myself before answering "I don't know I woke up in a forest close to there."

She looked at the purple before going "And you have no idea why you woke up there"she said as I responded with a no. Her third question was "What happened at the school House?"

I thought about it for a moment before saying "I arrived there some kids screamed at one of them managed to pick up a tree and throw it at me and i got knocked out."

She looked at me before saying "You left out the part where you turned into a pony." I looked at her sheepishly before she asked "how did you turn into a pony?"

I looked down at my wrist saying "Its my watch that lets me change into various... creatures." The purple one looked like she had some questions but the white one stopped her.

her final question was "Are you all alone" that hit closer to home than she thought as tears began to form in my eyes and she got in closer to hold me in her wing before I fell asleep.

Twilight's PoV

I watched as Celestia put the human to sleep before she turned to me "Well now we know how she got out." she said as she placed the human on the floor to sleep. She the trotted to her throne to start writing a letter. "I'm sending a letter to somepony in Ponyville who will watch her for me. They will meet you at your library." She said sending the letter

I looked at her confused for a minute before she explained to me that somepony had to watch her, she could not do it due to all the work she had and i could not do it due to all the stuff I had to learn about being a princess. I sighed before she told me that she was proud on how I acted today.

We loaded the human and me onto a carrage to bring her back to Ponyville to meet with this mystery agent . The flight back was largely uneventful and we landed with no trouble at all.

I brought the human inside to find BonBon the local candy mare "Hello twilight is that the human?" she asked which made me confused.

"Yes? Why?" I asked.

"I'm the agent that Celestia tasked with watching her" she said to my surprise.

I asked for the proof and she showed me the letter. It was Celestia's writing but the name was off "Who's Sweetie drops" i asked.

"Oh that's my code name" she responded.

I could not argue so I placed the human on her back and she trotted out of the library and I went to take a seat of this wild day remembering I still had to reorganize the shelves.

Author's Notes:

Cart and Basket where originally going to be called Caboose and Griff but the refrence would probably be a bit on the nose.

Chapter 4

A week passed as I lived with miss Bonbon and her friend/roommate Lyra, whom was less then happy to live with me. It took a few days to get use to this place but i may have started to get use to being looked after by ponies.

But today was not about that because it was my first day of school and i was interested to see if it was like the school back at home or to see how it was different. I got up from my bed got dressed in my only set of clothing and headed down to the dining table for breakfast. On the table was Apple Pancakes with some apple juice... just like yesterday.

"Why so many apples?" I asked.

Bonbon looked at me before going back to the oven "Oh the Apple family owed me a favor due to Applebloom trying to over sell me apples." I took a bite out of the pancake and Bonbon said "After school I'm going to take you to Carousel Boutique to get more clothing."

I nodded as i finished my plate and grabbed my bag to head out as Bonbon said goodbye to Lyra and got up to lead me to school. Lyra grumbled at me as she was eating her toast as I said goodbye to her.


Later at the School house[/hr]

"Wait out here." Bonbon said as she went inside to tell the Teacher that I was here, I looked around outside as I got a bad idea I looked at my watch selecting Ghostfreak and waited for the teacher to announce my presents. When I heard the teacher say they had a new student I slammed my hand on the watch transforming to Ghostfreak and turned invisible.

As Bonbon went outside too look for me I floated into the class and shouted "HEY KIDS WANA SEE A DEAD BODY!" Everybody started screaming as I turned back into a human laughing "that was fun" the teacher looked at me angrily as Bonbon told her that I was the new student Im guessing she remembered me as the monster from a week ago.

The teacher whom i was told was Ms. Cheerilee calmed down a bit and let me off the hook on the grounds it was my first day here but if I did that again i would be in major trouble. She said to introduce myself "Hello I am Gwendoline Quinzel" I said before asking finding my seat because i realy didn't need to intrudece myself more then i already had.

As the day passed nothing relay happened in class apart from me questioning where the two other teachers where and what homework was. But when I overheard an argument between the pink pony with the tiara and a brown pony with a mark of a bag of money. I don't know what they where arguing about as it was not my business but I did hear the word watch thrown about abit.

As Ms Bonbon came we walked to town to a giant Carousel which confused me a bit. "Welcome to Carousel Boutique where every garment is chic, unique and magnifique" The white pony said as we entered the building. "Ah Bonbon this must be the Human that you where talking about earlier" She said.

"Yes this is the one." She said holding back on making a joke.


An hour later[/hr]

"Your clothes will be ready by tomorrow darlings" The dress pony said as we left the building.

As we where heading back to Bonbon's place I came across some if the kids from school heading to the building made of candy and bake goods "Whats going on over there?" I asked.

Bonbon looked at me for a moment then looked at the building "Oh we will head there later." I nodded as we returned to her home. An hour passed as we ate dinner my mind wandered what that candy building was and what was happening there? Bonbon looked at the near by clock and said "oh look at the time we're going to be late"

'Late? Late for what?' I thought to myself as I placed my plate on the counter and walked out the door.

"You coming Lyra?" Bonbon asked as she was at the door.

"No thanks I might skip this one I have some work to do." She said before heading upstairs.

Bonbon had a weird look on her that something was going on but I could not put my finger on it.

As we got to the candy place the lights turned off and I overheard loud hushed whispers coming from the building. As we entered we where greeted by a "Surprise!" followed by confused murmuring on who they where surprising.

I was suddenly assaulted by an ungodly amount of pink "Haya where you surprised for your party where ya where ya where ya?" the Ungodly amount of pink said.

"AH" I shouted as i fell over by being hit by the pinkness.

"Oh sorry I didn't mean that." The dangerous Pink energy said as I got up off the floor. "Anyway i'm Pinkie Pie and this is your 'Welcome to Ponyville party'." She said as confetti came out of nowhere.

"Ah thanks" I said brushing the back of my head.

As I was walking around speaking to the guests and getting some looks from some of them I noticed Bonbon talking to Lyra I couldn't make out what they where saying due to the noise of the party but I did make out something about Lyra not being in town for the past week. While I did have some questions I wouldn't let them stop me from enjoying the party.


??? PoV just as Gwen left for the party[/hr]

"No thanks I might skip this one I have some work to do." I said before heading upstairs and undisguising myself. I probably only had an hour left before the Real Lyra came back to town and I had to make my way back to the hive to unload the love and report to my higher ups what I had found. The queen may be thrilled with is report of all the creatures the child could transform that might help with the old goats research and turning us into the ultimate hunters.

Chapter 5 Crossover with Jason Hughes

I was walking in town minding my own business saying hello to the ponies who would say it to me. I was lost in thought as I entered Suger Cube Corner to get a snack before heading out the the nearby quarry to train as Rath and NRG.

As I exited the building I was hit in the head by something. It was a Unitrix Core which when I grabbed it a voice came out of it “I am the changer of shape, seeking to understand the many forms of life. Call for the man of many shapes during your hour of need and I will come, a one man army. Activate the cylinder and in a flash I’ll be ready to clash.” and a man appeared out of thin air.

“Okay, I really need to break that thing,” he muttered, glaring at the Unitrix with disdain.

I just stared at him blankly wondering, why the Unitrix was still in my hand among other questions.” Who are you?” I asked confused

“I’m Jason Hughes,” he replied, looking me over, “And you are some type of Gwen.”

“Gwendolin Quinzel at your service” I said bowing for effect “Hey you have an Omnitrix” I said bluntly.

“I do.” he nodded. “As do you.”

I nodded as I asked “You want to help me train?” I asked “There’s a cookie in it for you” I offered.

“That's... one of the oddest first impressions I’ve had but, sure why not,” Jason chuckled, “I’ll have to handicap myself though.”

“I fight in ultimate form?” I offered

“I’ll still wipe the floor with you, but sure, go right ahead.”

“There is a quarry outside of town where I go to train.” I said grabbing his hand “We’ll fight there” I said attempting to drag him.

“Lead the way.”


A short ways away from the quarry [/hr]

“So where did you come from Mr. Hughes? “And what was with the voice coming from the Unitrix?” I asked

“I come from a better version of Equestria and that voice was mine,” he explained, cracking his neck.

“What do you mean a better version?” I asked slightly insulted.

“I have peace between changelings, ponies, griffons and dragons,” he replied, “That's how.”

“Fair point” I responded “Oh we’re here” I stated before finding a place to put my bag down.

“Huh, we don’t have this place back home...” he muttered, rubbing the back of his head.

“So the rules are One alien each and I get to go Ultimate.” I said ”Is that okay?” I asked.

“If that's how you want it,” Jason agreed, cracking his knuckles.

“Okay” I said before grabbing my wrist and choosing the alien I wanted i highlighted the Earth pony and slammed my hand down on the watch shouting “MAGNOLIA!” turning into the pink earth pony with purple hair. I quickly figured with the dial and turned into her ultimate form which was rocky I shouted “ULTIMATE MAGNOLIA!”

“Not bad,” Jason complimented, popping up the dial of his own watch.

I cracked my neck waiting for him to pick his alien so the fight could start. I was wondering what alien would he pick.Heatblast maybe Armadrillo or perhaps a new alien that I haven't seen before.

“Omnitrix, Nightshade,” he commanded, shifting into a Gengar.

“You have a pokemon!” I exclaimed this changed my strategy completely I couldn’t just rush at him.

“I have a lot of things,” he replied, hurling a Shadow Ball at me.

I quickly dodged the shadow ball by jumping to left and tore of a rock from a nearby hill to throw at the Gengar.He grinned, phasing through the ground. I smiled as I stomped my hooves causing two pillars of stone to rise from the ground and launching them in a circle around where the Gengar was.

“Surprise!” he shouted, rising up in front of me, using Lick. I attempted to dodge it but the tongue hit my back leg paralyzing it.

“Danm it” I said hopping into the dirt loosing all the rocks and reforming at the circle I had just made. “Oh by the way I can reform through the dirt” I said mockingly

“And?” he asked, raising his eyebrow.

I looked at him before falling into the dirt “I’m also right behind you “I whispered before sinking back into the dirt “And In front of you.” I said before stomping in front of him bringing a pillar up from the ground.

“Oh good, that’ll just make this worse~” he grinned, using Confuse Ray.

I stumbled around looking for the Gengar when I noticed I was underground upside down. Unable to fight I attempted to stay as still as I could till the Confusion wore off... It wasn’t my brightest plan Due to the fact that the Watch could time out or Nightshade could just find and drag me up without my rocky shell.

“Having trouble?” he asked, floating up to me, using Toxic.

Just as the Toxic could hit me I darted for what i thought was up because I started to hear the watch start to beep. I guess he also heard it because he grabbed me and dragged me in the correct direction before i could time out.

“Good try kid,” Jason said, reverting to normal.

“Thanks” I said looking for my bag I saw ms.Bonbon and ms.Lyra come to us... along with Cheerilee, Twilight, Pinkie Pie and a few others... “Those aren't the ponies from town are they” I asked myself just as Bonbon started to breath green fire.

“I’d say no,” Jason replied, stepping into the way, not seeming to be harmed.

“Mr Hughes” I shouted worried for him as I grabbed a nearby rock and throw It at the Ms.Cheerilee dopleganger.

“Relax, I’m fine, it’d take a lot more than that to hurt me,” Jason laughed cracking his knuckles.

“Okay” I said before noticing that the Cheerilee double she throw a rock at was gone replaced by a lizard looking bug pony “You wouldn't happen to know what these are would you?” I asked backing away from them.

“Changelings. Insect like ponies that feed off love and can shapeshift. Most not exactly look like that, but then, that the multiverse for ya.”

“I kinda wish that we didn’t fight right now because i could use an alien.” I said as one of them breathed fire in my direction.

“We are Salamanderlings a mold between the chameleon salamander and us changeling.” The leader said. “You can thank that old Goat Animo for our new perfect forms.” It gloated

“Oh hey, you have Animo to,” Jason sighed, pinching his nose, “I hate that guy so much.”

“I have no idea, what's next I have a Vilgax too?” I asked hoping that the universe doesn’t spite me by actually having a Vilgax here.

“”Enough talk now we kill him and bring you back to queen Attea” The head Salamanderling said.

“Kill me?” Jason threw his head back, laughing his ass off. “Please, I killed over two thousand changelings in an afternoon, what the hell are you idiots gonna do?”

They looked at each other before going “We are no meer changeling we are superior to them and we will kill...” It was cut off by Jason, who lifted the changeling up, starting to squeeze his neck, easily cracking his shell. The others Salamanderlings looked at each other before charging at him.

He snorted, freezing them solid with a wave of his hand.

I was about to ask him what that was but he quickly shattered the salamanderling making me take a step back.

“Ass hats.” he snorted, turning back to me. “You okay?”

“Y-yeah I was just shocked that you were able to kill them all so fast.” I said stunded “What was that?” I asked

“What was what?”

“The Ice blast” I said shocked that he wouldn't “Are you Ultimate Jason?” I asked looking for the ultimatrix node on his chest.


“I’m a jotun, you know ice giant? I’m descend from Loki,” he explained, crossing his arms, “His daughter, Hel, is my grandmother.”

“Well that all make...”I started to say before going “WHAT!” I exclaimed out of confusion.

“You heard me.”

“Okay Does that mean other pantheons are real too?” I asked confused I mean there were Pegasus's here are the greek gods real too?

“It’s an infinite multiverse, everything and anything is real, for the big G to the Flying Spaghetti Monster.”

I was going to ask more questions but I remembered that I owed him a cookie. “Oh I almost forgot” I said as I went to my bag and pulled out the cookie I offered him “Here is your cookie.” I said.

“I... didn’t actually think you were serious...” he blinked, taking it from me.

“So what happens now” I asked wondering how he was supposed to get him back to his home.

“I have time on my hands, I could stick around and whip your ass into shape,” he offered, sitting on a rock.

“Well when you are done how do I send you back?” I asked.

“I’ll take care of that,” he assured me, patting my head.

“Okay so what other aliens do you have?” I asked curiously.

“All of them.”

“Well not all of them some of them” I said

“No, all of them.”

“Okay all of them” I said

“I take it you only have a few?”

“Not counting the two ponies I have 10” I said

“Wow, you got the short end of the stick ya?” he asked, patting my head.

“Well Ben started out with 10 and he is fine.” I stated

“I bought mine and got all of them.” Jason held his Omnitrix up. “Plus, trust me, he’s an idiot.”

“Mine was a Gift from a friend” I said.

“Ah, I see.” he nodded, raising to his feet.

“So are you going to tell me what aliens you have?” I asked

“I just said, all of them.”

I stood there any ones in specific you want to show me?” I asked

“Not that I can think of,” he shrugged.

“Okay I guess I should go home now” I said grabbing my bag and walking away.


Dr Animo PoV A few days ago [/hr]

I was finishing the final parts of Queen Attea's as one of the Chaleonlings came into my lab "Chamaleonling number 452 reporting in"

I looked away atending to the ending of my project "The queen will be ready soon you can bring this up with her" I said

"Sir this information involves you Sir" it said

This raised my intreage slightly "What is it" I asked

"In Ponyville there has been sighting of a new creature that can shapeshift using DnA" It said which made me turn

"What?" i asked angrily

"I spied on it a few times heading to a quarry to train and I caught a few forms such as a creature made of rocks, a Plant that controls flames and a eyeless beast that nearly caught me." It said angering me more.

"BRING THIS CREATURE TO ME!" I showted as the chameleonling fled my lab.

I was not about to be undone by some mystery creature not when my master peace was just about done."So you heard all that did you?" I asked The queen whom was behind me

"Yes" She said "And you think you can add to my new perfection with this creature?" She said I simply nodded as she smiled a sadistic smile "Then bring it here I wan to drain it of all its love as you experiment on it." She said

"Yes your majesty" I responded as I got my lab ready. This was going to be fun.

Villain chapter: Hanzo (warning minor gore)

I took a breath as I had finally made it to the old ruins of the village I once guarded. As I walked through the old villa memories of old swept through me like a torrent of flame. The flames as the village burned, the solders slaughtering the innocent villagers and my inability to save them. I knelt down to meditate as the memories consumed me.


750 years ago [/hr]

I was returning from hunting a dire wolf that had been attacking the local livestock. As I got close to the town I saw smoke coming from the village I dropped the corps of the wolf and run to see the village on fire. I jumped down from the hill I was on and as I was sliding down it I put my hood mask on. As I got to the village I saw ponies in golden armor burning the town and killing the inhabitant. I ran towards the guards before stopping in front of them. They looked at me for a moment before trying to attack me I dodged there attack and cut the first one with my blade then kill the second on with a fireball.

I stopped for a moment as I found a filly looked at her dead parents "Now is not the time to cry little one."I say grabbing her back "Find others and escape this town" I tell her as she looks up to me with tears in her eyes. She quickly ran as I saw another group of guards coming from the opposite direction I jump in the air launching a fire ball at the head of the group taking her out instantly the other two guards called me a demon and ran towards me I slice the first one through the head exposing the brain and the other one I burn alive.

After searching for more survivors I find the commander of this attack and I overhear his plan for the town "Make sure no cultist escape the town slaughter them." He said as I was confused till I saw a pile of corpses contained the filly I had found earlier was in said which made my blood boil as I immediately figured out what he meant by Cultist was just a cover up to slaughter the town.

I shouted "GET OVER HERE!" to the commander as my rope spear impaling his head I jerk my arms back bring his head past me and throw a knife over my shoulder planting his head to a near by door. The tow ponies that where with him charge at me but I easily take them out.

I spent the next hour trying to get the villagers out out of the town but as I would soon discover they had a second line which killed off the survivors I was left as the only survivor off the Sunnytown massacre. I vowed to kill the pony who was responsible for this. In the rubble I found a wounded solder who told me that this massacre was ordered by Princess Celestia.

I spent three weeks hunting down this Celestia I finally found her in the city known as Canterlot where I found her in a garden giving a bad look to a strange statue. I jumped down from the fence surrounding the castle and approached her. She turned her head towards me before turning towards me. I said "I am the vengeance of Sunnytown" She gave me a confused look but was quickly removed by my knee to her face.

I back flipped off her and looked at her wondering if this realy was the ruler whom I had heard about. But before any more doubts came she grabbed her jaw and put it back in place before hitting me with a powerfull spell.

The fight lasted three hours she matched me blow for blow though I now wonder if she was holding back on me or where we rely was as strong as me.Jus as I had gotten the upper hand she cast a spell petrifying me.


Now [/hr]

I had gotten out of my thoughts and gotten up from my meditation to see the gem that my lord has given me was glowing and I was needed somewhere. I jumped throgh a flaming hole in to the netherrelm to see what he wants of me.

Chapter 6

A week passed as I sent my Salamanderlings to weaken the shapeshifter to bring back here for Animos' experiments yet they haven’t returned. My thoughts were interrupted when the Chameleonling that I had sent with the Salamanderlings returned without them or the shapeshifter “Speak” I ordered.

“Your majesty the salamanderlings are all dead.” It said

I turned my head to it before saying “Explain”

“There was a second shapeshifter with the powers of a windigo it crushed the leaders thought and froze the rest before shattering them” It explained I was shocked “I thought you said there was only one shapeshifter when did this second one appeared” I ordered.

“I don’t know your majesty.” it stammered before I dealt its swift end. I turned to the other changeling that was in the room with me.

“Send a message to the others I want eyes on this mystery ‘windigo’ shapeshifter do not pursue till I have confirmation that it is gone so we may take the young one” I ordered.


One month later[/hr]

I returned back to Ponyville after a month of training with Mr.Jason in the woods far from here. He taught me of to use magic like In final Fantasy as well as how to read ki energy and the Kaio ken. He also tried to teach me a few fighting styles such as the school of the undefeated of the east, a kicking style known as 'pugilist', A polearm style known as 'Lancer' and a Sword and shield style known as 'Gladiator'.

As I walked back into town I was hoping that today was the weekend so I could sleep the rest of the day away "Hello Lyra" I said walking into the house exhausted from bought the training and the hike back to town due to the fact that Jason had to leave early due to somebody named Eclipse had done something that need him to go back to his home.

"Morning" Ms. Bonbon said before I heading up the stairs and entered my room "No time for sleep you remember the promise." she said as I thought to myself before realizing that it must have been a week day.

"What day is it?" I asked in a tired voice.

"Monday" she said in a as mater of fact voice.

"Oh great" I say to myself as took out a pair of cloths and got dressed for school as per our agreement.

An hour passed as I got atlest half an hour of sleep before eating breakfast and heading out by changing into Stinkfly and flying off to the schoolhouse.

I landed in front of the schoolhouse and changed back into Gwen and i ran into the building. "Sorry I'm late" I said to the empty classroom with on Ms.Cheerily sitting at her desk.

She looked up from her paperwork asking "Gwen what are you doing here?" she asked scratching her head "you have the week off." she said

"I do?" I asked "Ms.Bonbon never said anything about it." I said

"I knew I forgot to tell somepony" she said facehoofing I rolled my eyes as i headed out the door but before I was gone Ms.Cheerily said "Don't forget you still have a lot of homework that you missed."

I noded to here and turned away walking back to ponyville I didn't want to simply fly back there due to the adrenaline I had would make it hard for me to fall asleep.

As I walked through town I passed some ponies who gave me a weird stare before continuing to walk off in what ever direction they where going.

I entered back the house where Ms.Bonbon was sitting down at the table giving me a look "Why aren't you at school" She said.

I retorted with "Because its closed for the week." She simply nodded as I went back up the stairs to sleep for a few hours.


A few moments ago Twins PoV [/hr]

"I'm telling you the plan will work" My sister said as we approached the edge of the town.

"And I'm telling you we should just take part 2 of your plan and make it the full one" I argue back

"Getting a Dragon to part with that much of its horde is crazy" She retorts back "At lest my amount seems fair" she said. I rolled my eyes as we managed to get to the edge of the town, we pulled out our amulets and changed from humans to a Pegasus and a unicorn ponies before we continued our walk into the town.

As we walked through the town my sister turned to me and asked me if I had the deed "Yeah I have it in my front pocket" I said patting my front pocket.

"Good" she said before we stopped noticing a girl walking past us as we stared for a few moments to long before walking awkwardly off from the encounter, It wasn't long before we got to Sweet Apple Acres. We walked up to the door and knocked on it.

"Hello" The mare said opening the door looking at us.

"Hello we are business ponies looking to do business with the owner of the far..."I said before she started to close the door on us.

I quickly put my hoof in front of the closing door as she almost got it closed "Can we atleast talk before you slam the door on us?"My sister asked as the mare opened the door again.

"What do yah want?" the mare asked letting us in.

"Well for starters to know who we are addressing" my sister said as we took a seat at her kitchen table.

The mare went "Well mah name is Applejack and whom might you be?" she asked

"Well I'm Blarny Stone and this is my sister Shamrock" I said introducing us.

She looked at us with curious eyes before going "So what are you here for"

I cleared my throat before saying "We have an old family deed that claims that a large portion of your land belongs to our family."

She immediately jumped on that "And ah will be guessing you want to claim that land for yourselves"

I looked to my sister "not exactly" I tell her.

Applejack looked at us "Then what do yeh want?" she said.

"Like we said business" I said as my sister facehoofed

"What my brother is trying to say is that we want do work with you in the Cider industry." My sister said before going "Listen we know you may not want to loss your land so how about this we tell you want we want with you and if you don't like it we leave simple as that.

Applejack went to the kitchen to fetch a small casket of Sweet apple acres cider. She pored us two glasses of her cider before we took a swig of it as she had a look of pride on her face but I noticed a few things wrong with the cider "There are some things wrong here" I said having her face turn from pride to confusion.

"What problems" She said with confusion

I point to the mug and say "Well first problem is the fizzle coming the mug from tasting the cider its non alcoholic which could cause problems for us if we sold it." I straiten out my suit before telling her the second problem "The second problem may come from how you brew it may we see where the cider is brewed?" I asked. She looked at me before saying that she didn't have a brewery for it which confused us but we pressed on. Half an hour of discussion that went and we where kicked out of the house thanks to my sister saying the cider was terrible 'which it was' "Well that went well" I say sarcastically picking myself of from the ground.

"Don't say it" My sister said as she picked herself from the ground.

"I guess its time for my plan now"I said as we left the property as quick as we could due to the angry mare we had left back inside deiced to attack us or if any of her family decided to.

"Yeah sure" My sister said as we got to the edge of the farm "which way to the Dragon forest?" She asked me as she looked around.

"I think its back through the town" I said pointing to the towards the town. As we walked throgh the town we saw a building made of sweets and thought 'I could go fo a snack' I turned to my sister "You wana get a bite to eat"

She turned to me and then turned to the building "No thanks I'm not in the mood for sweets" she said walking ahead of me


At the Everfree forest [/hr]

As we got the the Everfree forest we changed back from our pony forms back into our human "Are you sure the dragon is here" My sister asked unsure of the tracker we placed on was still working properly.

I looked at the magic compass and it pointed in the direction of the forest "Pretty sure that this is the way." I say handing the compass over to her and pulling out my pistol.

"Alright then lets go" She said pulling out her shotgun and cocking it.

We walked through the forest following the compass till we arrived at a cave "Well lets head in" I say before getting grab by the collar by my sister.

"Hold your horses hotshot we need a battle plan if this dragon doesn't want to play ball with us." she said letting go of me.

"Why?" I asked "We had a deal with this dragon years ago and were here to collect our payment they honor there deals." I say.

"Don't say it like I don't know what happened, I was there." she says "I just want to go in there if there is a chance the dragon is not the same one we made a deel with or if it has forgotten us." She says

"Fair point" I say pulling out a gem from one of my pockets "Shall I call the boss and ask for help?" I asked showing her the gem.

She weighed her options and decided to call it in. I handed her the gem and she went "Hey boss we may need Hanzo for a job" As soon as she said that a fire emerged from the ground and out popped Hanzo.

He held his arm over his chest and bowed "What do you need of me?" He asked

My sister was about to say something as I interrupted her "We are unsure if the dragon we made a deal with all those years ago is the same dragon as in this cave or that it will remember us if it is so we called you here as back up if things turned violent." I tell him he nodded as my sister mumbled something under her breath and we went into the cave.

Inside after a short walk inside the caves we found a mountain of treasure but no dragon "Where's the dragon" my sister asked as our questions where answered as the dragon raised up from the mountain of treasure. My sister looked at the compass again wondering if it was not broken. "Wasn't the dragon we made a deal with red?" she asked.

As soon as she started to back away from the mountain of treasure the dragon slammed its tail down blocking the entrance to its lair "Why are you intruding in my cave?" it asked in a menacing tone.

"My sister took a deep breath before saying "We are looking for a red dragon with blue spikes he owes us stuff"

"The dragon you are talking about might be one of the whelps I ate" he said laughing. He stopped after a few moments and simply went "Now DIE" he said as he breathed fire on us.

"Scatter"I shout as Hanzo jumped back into Hell to dodge the flames as my sister and myself both ran in separate directions. The dragons breath created a fire preventing us from leaving the cave.

Hanzo teleported in front of the dragon with rope-dart and shouted "GET OVER HERE" as the dart flew thew the air hitting the dragon in the front left leg but before he could do anything with it the dragon ripped it out of its leg. I circled around the dragon bumping into my sister.

"So you have a plan?" I asked my sister

"Well I did find the gun we where following its rusted beyond repair but the powder should still be good" She said as I relized the plan already.

"So we're going the throw the gun in the dragons mouth and have it exploade" I say as she nods and Hanzo teleports right next to us. "Hanzo we need you to distract the dragon so we can throw this in its mouth" I say holding the rusty gun as he simply noods as he runs off in the opposite direction then we ran, Hanzo jumped ifront of the dragon hurling a fire ball at it the get its attention as I remembered that he could do that. As soon as the dragon breathed its fire we got to action running into its line of sight and I shouted "Hey Ugly" as it turned to face me with its mouth open my sister threw the rusty gun into its mouth and as it tried to breath fire the gunpowder in the gun went off exploading in its mouth.

As the dragon grabbed its mouth to stop the bleeding Hanzo teleported beside it and shouted "Get over here" as a rope spear sinks into its eye. The dragon shouts as Hanzo rips out its eye and cuts it out with his blade as my sister runs up to throw a grenade into the dragons skull finishing it off as it roared a final time.

As the dragon fell to the ground I breathed a sigh of relief as the dragon was dead . That relief was quickly drowned out by the fear of the nearby town heared the dragons dying roar "We need to hurry" I say to my sister and Hanzo. They looked at me before my asked me why. "The nearby town probably heard the roar and they will probably come to check it out."

Again they look at me like I'm a madman "Nobody is going to come check it out Its a Dragons cave they probably will think its just angry." My sister says grabbing loot from the treasure mountains.

I sigh "Okay maybe I am being Paranoid but we do need to work fast due to the boss will want this treasure soon as well as the dragon will be worth some gold as well as some meat."

Hanzo stepped up "I will bring this treasure to him through the Nether relm." he said as Flames surrounded us as well as the dragon and its treasure.

Chapter 7

I was woken up by the sound of a roar. I rushed downstairs to see Bonbon sitting in a chair reading a newspaper uninterested by the sound that happened. "What was that?" I asked in distress.

Bonbon simply looked up and said "Dragon roar" before going back to her newspaper.

"What?" I asked again

She looked up from her newspaper again and said "Oh yeah, there is a Dragon living near town in the Everfree forest. Something must have just entered its lair. No worries." She said in the same calm voice as before.

My attitude changed from startled to confused "What?" I repeated.

Not even bothering to bring down the news paper this time she simply said "Just go out and play with your friends"

I had no idea where that came from so I went back upstairs and changed into a different set of clothing and left the house to see If I could find somebody to do something with. As I walked through town I tried to think whom I was friends with. "Hey Lily" I say as i walked I passed her pulling a cart full of goods by herself I stopped from asking if she wanted to do something with me due to how busy she looked. I decided to head to the near-by farm to see if the trio would do something.

As I got to the farm an orange pony whom was kicking near-by trees stopped me "Welcome to Sweet Apple Acres what can..." she started to ask before stopping "you're that dare shapeshifter Twilight talked about aren't ya?" she asked

I scratched my head "Thats me I guess..." I answered before asking "Is Applebloom around?"

She looked at me weird for a moment before saying "She's in the tree house out back" before returning to kicking the trees with her back legs. As I was walking through the apple orchard to the tree house I saw a red pony draging a large bucket of apples to a barn and a old green pony napping on the porch.

When I finally made it to the club house I knocked on the door. "Yes" the yellow earth pony said opening the door before saying "Oh hello"

"Hi" I say in a cheery voice "I was wondering if we could hang out?"

They looked at each other before huddling in a group before all saying "No"

My smile turned into a confused look "What? Why?" I asked

Sweetie Belle answered ""Well were going to be doing stuff to get our Cutie Marks and you can't get one, so we all agreed no.""

I sighed and left not wanting to argue with them mostly because I didn't want to interrupt their club meeting and ruin their day. So I returned to town to see if the spike was available. As I walked through town I passed a silver furred and pink furred ponies "Hey look silver its the monkey" The pink one said as the grey one laughed I simply walked passed them ignoring them "Oh whats the matter monkey lose your banana's?" she asked as I simply walked passed.

As I walked out of earshot I over heard them saying something about me that would have made me turn around to insult them but when I turned around they where already out of sight I just roll my eyes as I made it to the Library. I walk in and look at the books as I've only been here a few times now and haven't relay gotten a good look at the books she has. "Oh hello" Twilight says as she walks down the stairs "Anything I can help you with."

I put down the book I was reading and look at her "I was just looking for Spike." I tell her

She thinks for a moment "Oh Spike is helping Rairty pick gems in the quarry he wont be back for a while. she tells me as I look down "Anything else I can help with?" she asks.

I look at her before saying "No thanks I was just looking for spike." I then leave to wander the town and after a quick stop at Sugercube Corner to pick up a quick snack and wander off in a random direction.

A half hour later I was at the edge of a forest but before I could turn around a yellow Pegasus flew at me shouting "Don't go in there" I jumped when I heard that.

"What? Why?" I asked as she suddenly hid in her front hooves.

"I thought you were an animal." she whispered

"What?" I asked not hearing her.

"I thought you were an animal" she repeats this time louder.

I scratched my head when she said that but I ignored it and simply asked "Why didn't you want me to head in there?"

She just looked at me before whispering "Its the Everfree forest. Its a dangerous place."

I had heard that name earlier 'Oh yeah there is a Dragon living near town in the Everfree forest something must have just entered its lair no worries' the memory of Bonbon echoed. "Wasn't there a dragon roar coming from here earlier?" I asked She looked at me like she was going to cry then she nodded before running up to the near by cottage. "Good enough for me" I said pulling the Ultimatrix and selecting Wildmutt.

I slam my hand down on the dial and was turned into Wildmutt I roared as the transformation ended and smells flooded me there was one that i followed threw the forest arriving at what I smelled was a cave. There was the smell of fire and something else. I changed into Swampfire to see what was around. I saw pools of blood and an eyeball. I grabbed the eyeball and placed it with in my magic bag before heading back to town to show Bonbon what I had found.

Fourty five minutes passed as I made it back to town just in time for dinner. As I entered the house Bonbon said "How was your day?"'

I didn't answer I just pulled the dragon eye out of my back and said "I found this."

She neerly dropped the food she was carring "Where did you find that"

Without missing a beat i said "On the floor of a bloody cave"

"What where... why...what?" she stammered.

"The cave was empty" I said throwing in the little tidbit

She sighed, figuring out what I had. "Either that wasn't a dragons lair you were in or somepony killed and stole its treasure." She said before trotting over to me "Hand me the eye and wash up. I got an errand to do now." She said.


Bonbon pov [/hr]

I took the eye and placed it in a bag before heading out to see Princess Twilight. While I was walking I began to wonder whom could take out a dragon easily enough that the nearby town would not notice it apart from the roar from earlier. My thoughts also went on as why Gwen was in the Everfree forest in the first place as I know she didn't know where it was. My thoughts where Interrupted by arriving at Twilight's place. I knocked on the door before entering "Princess Twilight I have something I must discus with you." I said entering the Library.

As I entered Twilight came out of the kitchen levitating a sandwich "Hello Bonbon do you need something?" She asked taking a bite out of her sandwich.

I put down my bag "You may not want to eat while I show you this." I said pulling the dragon eye out from my bag. She looked at me funny before I explained to her that It was a Dragon's eye.

"Why do you have that?" She asked in a paniced voice.

"Gwen found it while exploring a cave in the everfree forest " I told her as she asked the obvious question of what Gwen was doing in the Everfree forest "I don't know but there is more to this then just the eye apparently the dragons treasure was gone and there were small pools of blood in the cave." I explain

"So something attacked the dragon and stole its treasure" she summarized "I'll have spike send something to the Princesses in Canterlot." she said as I prepared to leave "leave the eye." she said as she levitated the eye from my hooves. I walked out of the library as I passed spike entering the library followed by a scream.

Author's Notes:

I will be taking a short break from writing these to both give my pre reader some time off and catch up with the show abit. I'll return writing august 15

Villain chapter: The Twins remembrance

I was sitting on the dry dock of the airship that we had just purchased. "Hey what are you doing up here?" My sister asked.

I looked up to look at her and said "Jut remembering the old speakeasy."

She sat down next to me and said" Oh yeah what did we call it?"

I thought for a moment before we both answered "The drunken Pony" and we began to laugh.

"Oh remember what was her name the one that came in everyday what was her nam... Sunny Smiles" I answered

My sis looked at me with a smile "oh yeah she worked as a scribe for Celestia or something"

I took a sip out of my drink as I thought of who else was was a regular of our drinkery. "Who else I know we knew some of our regulars." I said.

I passed her the flask and we looked as the ship we bought was getting loaded up with supplies trying to remeber some of the other regulars we had. My train of thought was stopped when my sister asked me a question "Hey brother when we get back to earth assuming we get back and its not like the 2900s you wana head back to Ireland to open a pub?"

I though about it for a small while heading back home would be better for us "sure" I said getting the flask back from her

"What where those songs we used to sing in the speakeasy?" My sister asked as I drank my drink and remembering better days while humming a little tune.

Chapter 8

A week passed sense I gave Bon-bon the dragon eye and she still looks worried about it. I tried to ask her what was going on but every time I asked she dodged the question so eventually I stopped asking. I decided to head to the quarry to train sense Bon-bon didn't want to talk about I decided to take my frustration of not knowing what happened out on some rocks as Diamondhead and blast some rocks.

"Stupid Bon-bon not telling whats going on" I say cutting a large rock in half with my sword arm before lunching my darts at the boulder behind me and almost hitting it with all of my darts. "Drat" I say as I change back to Gwen I turn to my bag to grab the snack I had in my bag.

Off in the distance a few diamond dogs where hiding behind a few rock talking about grabbing the little human and bringing it back to there lair. Once they all agreed on the plan they dug underground to grab the girl.

I was finishing my snack just as four arms popped out of the ground to grab me and before I could do the logical thing of turning into Humungousaur I was dragged under by the hands and knocked out.


Later (Diamond Dog POV )[/hr]

We had brought the creature down to the lair to the boss "Boss were back" I called carrying the creature to the bosses lair. The boss came out of the gem room with one of his mates.

"You bring the creature?" the boss asked as he looked down at the unconscious creature "Good she will be a good worker. He noticed the weird device on her wrist and reached down to grab it. When he tried to grab the watch it shocked him with an audible 'Uncatalogued DNA detected'. "Get this creature out of here" He shouted holding his hand.

I dragged the creature to the cages and put it in on of the empty cages before I returned to the boss to get my reward for bringing the creature here.


Later (Gwen's pov )[/HR]

I woke up in what seemed to be a cell 'not again' I thought to myself as I took a look around the cell I noticed that I was underground from all the dirt and the lack of sunlight. I realized I wasn't chained up to anything and I checked to see if my door was locked which it was. I decided to use the Ultimtrix to get me out of this cell "Give me Ghostfreek" I said slamming my hand on the Ultimatrix.

"Aroo" I shouted as the transformation was complete I took a look at myself I was a yellow bipedal dog with big hands. "What am I?" I asked as a guard coming.

"Were Prisoner?" the dog asked as I took a quick glance at it before I realised I was the same species as it.

"Prisoner escaped placed me in here" I tell him as he opened the door as I think up of a name for this form.

"What is name?" he asked

"My name Is Lassie" I tell him as I walk out of the cell.

He looked at me thinking "Boss wants to see you" he said before leading me to the boss I nodded and followed him to the 'Boss' room "Boss I bring dog" He said as I walked in. I took a look around seeing the room could be big enough for Humongosaur, Ultimate Humoingosaur or maybe NRG.

"Good" He said before seeing me "Who is this?" he asked realizing I wasn't the dog he wanted. He walked up to me sniffing me "You are not one of my dogs" He said before I sucker punched him in the gut.

"The names Lassie and I'm here to kick butt" I said only to realized that was a stupid one liner.

He just grunted as I took a fighting stance. The dog behind me was getting ready to attack me "No I'll take her out by myself" He said tackling me to the ground. I retaliated by biting him in the neck getting him to get off of me before I punched him in the face. He looked at his hand to see if he was bleeding when hew saw that I didn't bite hard enough to draw blood he proceeded to rush me but I managed to dodge him before he hit me.He then got his barring together and swiped at me I dodge and put my paws together and hit him in the face. As soon as he recovered he gave me a good punch in the gut followed by a hit on the head knocking me back and out of Lassie.

I was backed into a corner where magic could not save me and the boost from the Kaioken would not be enough to get me through this. So I did the most logical thing and screamed. The boss dog reeled back at the sound of my loud voice so I stopped screaming "Why did you kidnap me?" I ordered "Talk or I'm going back to screaming" I said.

The dog looked at me before before saying "We found weird gems in quarry above us after we see you leave we wanted you to find us more of those gems." He quickly grabbed his ears anticipating my screaming.

I looked at him thinking to myself 'I can't show them how I make the stuff because they may just keep me here to make it for them.' I had no idea what to do "Take me outside" I ordered

H e looked at me for a second "What about the gems?" he asked before cowering back at the thought of me screaming again

I thought about it for a second about what I could trade them for but then I remembered that they kidnapped me and trading with them was off the table "I could have traded the gems to you but you kidnapped me so no take me outside" I ordered as a bunch of dogs came in

"Boss prisoner gone" One of them said before realizing I was there.

The boss dog realized that I was outnumbered while all i could think was 'aw crap I wish I had Blitzwolfer or Echo-Echo in my watch.'

The Boss got up from the floor and chuckled "So you want to rethink not giving use the gems?" he said

I was backed into a wall and where I might not have the chance to get the alien I needed. So I took a deep breath before I started to scream before opening my Ultimatrix and slammed down on the dial. I looked at myself before shouting "Rath!" I then punched the closest dog before saying "LET ME TELL YOU SOMETHING BOSS DOG RATH AIN'T ABOUT TO BE CAPTURED BY A BUNCH OF DOGS!" Rath shouted as she grabbed the dog she punched and threw him at the group of Diamond Dogs.

"What are you waiting for?" Boss dog asked "get her!" he comanded as he stood back to watch

Rath punched a few more Dogs before shouting "LET ME TELL YOU SOMETHING BOSS DOG IF YOU THINK YOU CAN BEAT RATH WITH YOUR LITTLE ARMY YOU'RE WRONG! She shouted as she rammed herself to the boss dog. Before she could get to him she was literally dog piled by a bunch of dogs "OKAY YOU ASKED FOR THIS" Rath shouted she readied herself "KAIOKEN!"she shouted as a red aura surrounded her. Rath easily threw off the dogs and ran towards the boss dog "RATH WILL ONLY SAY THIS ONCE TAKE RATH BACK TO THE SURFACE!" Rath shouted holding the Boss dog by the throat.

"Daddy?" a small voice said came from left of me I turned to see a group of pups next to a female dog when I saw them I had loosened my grip and placed him down.

"Surface now" Rath said as the dog just complied.

The dog took his options and decided to listen to the large glowing cat "Take her to the surface." He ordered grabbing his neck and took deep breaths

I changed back into Gwen and was lead back to a tunnel which lead me back to the surface "Thanks" I said as I started to climb the tunnel.


An hour later [/hr]

It took me a while to navigate the tunnels and find my bag before i returned to town "I'm back" I said as I entered the house where I was given the stink eye by Bon-bon "what?" I asked

She looked at me "What? WHAT!" she screamed "Where were you? Your covered in bruises and dirt." she said in an angry voice I explained to her that I was kidnapped by large dogs. "What are Diamond Dogs doing out here?" she asked before "Okay get clean Princess Celestia will be here soon" She said as I got up the stairs and changed.

Soon after I got cleaned and changed we meet with Princess Celestia "Hello Bon-bon, Gwen" she said Bon-bon said hello as I simply waved as I was reading one of the comics that where in my bag. "Gwen I need to ask you to take us to the dragons den that you found" she said as I put my comic away.

"Okay but somebody is going to need to take me to the forest because I have no clue where it is" I said she nodded and we where off.


Dragons cave (Celestia PoV )[/hr]

After leading Gwen to the entrance of the Everfree forest Gwen used her watch device to transformed into a Diamond dog named Lassie whom led us to the dragons cave "Thank you" I said as I entered the cave having my guards block the entrance

"Sorry Princesses orders" one of them said as I entered the dragons lair.

Looking around anything of value wold have been gone by now so I cast an old sight seeing spell to see what exactly happened last week. As I began to cast the spell the air around me started to turn into colors and I saw what had happened here a week ago. I saw three figures I didn't think I would see walk again. The warrior whom tried to kill me 750 years ago and the two weapon dealers from over 900 years ago. They where supposed to be locked up in Tartarus If they where out that could mean the other two where also out which would terrible. Just the thought of Him returning made my blood freeze.

i exsited my trance and quickly existed the cave "Princess are you alright" Sweetie Drops asked as I shook of the feeling I had.

"Yes I'm fine" I lied "As for whom killed the dragon It is no longer your concern Gwen we'll handle it from here" I told them as I took the guards and left. As soon as we got out of Ponyville I told the guards that we needed to make a detour at Tartarus.

"Your majesty are you sure" one of my guards asked.

"Yes I'm sure" I said as we flew off towards Tartarus.


Later at Tartarus[/hr]

I greeted Cerberus before entering Tartarus the darkness was as unsettling ever I went straight for the hidden vault where they where suppost to be kept in. After a few minutes of walking I had arrived at what looked untouched vault I said the magic words and opened it and what I found was what my worst fear. They where gone the weapon dealing twins, the assassin, the body changing murdering child and worst of all 'HE' was gone. I would have turned white If I wasn't already. "I need to inform Luna and Cadence now" I said as I ran out of the vault back to the chariot that was outside.

Author's Notes:

DNA acquired Name Lassie species Diamond dog

Current Aliens in Playlist
Ghostfreak
Humungousaur
Gray Matter
Diamond Head
Swampfire
Rath
Cannonbolt
Stinkfly
Wildmutt
NRG
Magnolia
Namira
Lassie

Chapter 9 crossover Jace

Author's Notes:

This is a crossover with hunter of ash and cinder

I was walking through town when I was hit in the head by a small bell “Ow” I said grabbing the bell

If you are in need of assistance, ring the bell and say your issue, if I deemed it worthy I will come’ the bell said.

I rubbed my head as the bell began to glow “What the… kid what the hell?!” the voice said

I looked at the tall man with the clawed gauntlet on his right arm “Hello sir?” I said walking around him looking at him I noticed that his hair was the same blue as his eyes “Are you another Displaced?” I asked

“Let’s see, you got my token and for some odd reason it pulled me from my world without a rift so yeah.” He snapped at me. He looked away and sighed. “Dang that sounded rude.”

“So are you a hunter?” I asked looking at him digging in my bag for another cookie.

“Somewhat, who are you or is your name nosey kid?” he asked.

“Gwendolyn Quinzell is the name” I said making a ‘we can do it pose’ from those old ww2 womens posters showing the ultimatrix.

He stared at it for a bit. “Right… so I give it five seconds.”

“For what also what’s your name?” I asked

“Jace, and for a certain pink mare to pop out of nowhere and yell ‘You’re new here!’.” he said as he counted


Meanwhile in Sugarcube Corner


“My pinkie sense is telling me I’m needed somewhere.” She said looking at Pound and Pumpkin “But I can’t leave them” she said in a panicked voice “...I’m sure whatever i’m feeling isn’t important” she said getting back to watching the twins


back at the plot


“I don’t think she’s coming” I said looking around.

“I guess she’s busy, so what do you want?” Jace asked.

“Now or just in general?” I asked him. He sighed at that.

“I’m getting too old for this, I’m here so you have something you need help with.” he explained.

“Well I could use a training partner” I explained as we neared the edge of town. “Can you handle aliens?” I asked

“Kid, you have no idea what I can handle.” he said.

“Okay follow me” I said directing him to the quarry. As we got there I saw him walk forward and pulled the two swords and set them down. He then raised his hand and a third sword appeared.

“So what are the rules?” he asked as he did some test swings.

“Well no killing first of all, second we both need a surrender word and third we stop if anything gets on the field. Sound fair?” I ask scratching

“I can get behind that but there’s one thing.” He pointed the sword at me. “I may not try to kill you but don’t go the same with me, go all out.” I nodded as I went to change form.

I looked at the aliens I had and decided to go for “DiamondHead” I shouted as I turned my arm into a sword

Jace didn’t say anything, he just stood there waiting. I circled him dragging my sword arm through the dirt waiting for him to attack I had learned my lesson with Jason when it came to these thing don’t act react.

“I see that you know how to fight, don’t act against someone you don’t know.” he said with a smile. “But know this, don’t trust your eyes.”

That time it came from behind me, I turned to parry his slash. He smiled as he pushed off. “Come on now, is that it?” I blocked his slash and changed my hand into the dart launcher before shooting at him with some shards. He darted forward and turned into mist for a second and saw that he came up under me, he swung at me but was from the left. I blocked it but got hit in the face by his fist. I jumped away and saw that he had a shard in his shoulder. He looked at it and pulled it out.

“I got give you props, never thought you would hit me.” he opened his left and and a weird cane appeared. “Now let’s up the ante.”

I blinked and saw that he was in front of me. I blocked the first few hits but he turned into mist and kicked me in the back. I lauch forward a but then felt something wrap around me. I got pulled back and got slammed into the ground. He jumped back as I saw the came retraced.

“Hmm maybe I should've hold a bit more back…” he said to himself as I placed my sword arm to his chest

I looked at him and wondered “Do I win?” I asked wondering

“Not even close.” he said as he turned into mist. I looked around until I got blasted by something from behind and got sent to a wall of the quarry knocking me upside down and changing me back into Gwen.

“Okay you win.” I said trying to get right side up. I saw him picking his two swords back up.

“I had to admit I never thought I would fight a shapechanger but it did give me new insight on fighting one, as a lesson for you always think ahead, try to be a few steps ahead of whoever you are fighting and sometimes think on the fly.” he said as he walked up to me. “Your diamond form did though me for a loop and I had to rethink everything before hand and you got me a some points, so keep training.”

I chuckled as he helped me up from being upside down and I shook his hand “Well I would have probably changed the fight a little more but the fight was so fast I didn’t have time.” I said with a chuckle before looking into my back “I have an extra cookie If you want it?” I offered

“Sure, can’t say no to a cookie.” he puts his hand up. “Never say no the great cookie.” I pulled my hand out of my bag and handed him the last of my cookies. He smiles and happily started muching.

Before long I heard a crunch that wasn’t from the cookie he was eating but the nearby trees “Something is here” I said

“Took you long enough.” he said with a smile.

Out stood a small Pack of Diamond dogs lead by a greyhound like dog “You there give us the gem maker or we hurt you” the leader said as the dogs surrounded us.

“Really… that’s it? You sound as scary as a kitten.” Jace said as he made a loud whistle. “Stripe! Chow time!”

The dogs didn’t know what was going on until something jumped into the quarry, it was big, mean and on fire. It roared and went after the Diamond dogs and… started to eat them.

“Oi leave one of them alive!” Jace yelled out. He looked at me. “You ok? You look a little green.”

“Yeah just didn’t expect to see a whatever that is eat a group of Dogs today.” I said holding my hand to my mouth. He shrugged.

“Well that’s what life back home is like for me, kill or be killed or be somethings food.” he said as the hound walked over with the leader in it’s mouth. “So unless you want to be Stripes dog chow you will tell us everything.”

“Okay okay Our boss heard that the group here had some kind of gem maker and we wanted it please don’t kill me” he wailed. Jace looked at me and raised an eyebrow.

“Up to you.” he said.

I gave it a moment before “Let him go he will probably be punished by his group so we might as well let him go.”

“Stripe, let him go.” he said. The hound dropped the dog and watched it run, it started to whine. “Oh no, you had enough to eat. Anymore and you’ll get a stomach ache.” the hound snorted and walked over to lay down.

“Don’t mind him, he’s a big softy when you get to know him” Jace said to me.

“Okay” I said looking at the giant whatever that is and slowly backing away

“So what’s the plan know?” he asked me.

“I was going to head back to town... How to I return you back to your world?” I asked. He started at me for a minute.

“What. Got sick of me already? Oh woe is me.”

“No I just don’t want to have Bon-bon go on the same rant she went with as Jason.” I said

“I see, well I hoped to look around for a bit, not everyday that you get dragged into a new world but hey that’s life.” he said. “To send me back just say ‘Your hunt is finished, good hunter’ and I’ll be on my way.”

“Okay Your hunt is finished, good hunter.” I said as he started to disappeared.

“See you around, call me for anything.” he said before he disappeared. 'Well that was interesting' I thought to myself as I walked back home trying to forget what had happened to those dogs

Chapter 10 crossover with Dillan

Author's Notes:

Crossover with the ultimate surprise
Current Aliens in Playlist
Ghostfreak
Humungousaur
Gray Matter
Diamond Head
Swampfire
Rath
Cannonbolt
Stinkfly
Wildmutt
NRG
Magnolia
Namira
Lassie
Waybig
Alien X
Fourarms
Heatblast
XLR8
Ripjaws
Upgrade
Wildvine
Blitzwolfer
Snare-oh
Frankenstrike
Upchuck
Ditto
Eye Guy
Unnamed Mewtwo
Unnamed Nemekian


Dillan's POV [/hr]

It was a nice normal day (for once) I was relaxing on my bed with my horde, we were watching the pokemon movie Giratina and the sky warrior. When I started to fall asleep a little coin with the symbol of the omnitrix hit me on the nose.

“What's that da?” Tora asked me.

“No clue tora.” I said, as a bright light came shining through the coin and a girl appeared

“So that's what that feels like” the Girl said stretching as she looked around noticing: Me, Screwball, Tora, Itazura-sha, Scootaloo… And everyone else. “Which one of you summoned me?” She asked

“Um, I guess I did.” I said waving, noticing her Ultimatrix. “Hey you have an ultimatrix too, I thought i was the only one with an Ultimatrix.”

“Yeah got it as a birthday gift” the girl said “So what's your name?” the girl asked.

“Dillan, Prince of equestria, and god of harmony.” I said getting up and bowing slightly. “And you?”

“Gwendolin Quinzell at your service.” She said.

“How many scans do you have?” I asked.

“A few” she said looking at her hands.

“Want some more?” I asked holding up my blue ultimatrix.

“What do you have?” She asked

“What don't I have now?” I laughed. “Tell you what, how about we spar and i'll show you some.”

“Okay is there a quarry near-by?” she asked

“We can go to my training room.” I said waving to have her follow me. I led her down stairs and to my training room, which I upgraded to look like the time space chamber from Dragon ball z.

“This is nice” she said looking around “so shall we go for the ground rules?” she asked.

“Nah, transform into whatever you like, i'll fight like this at first.” I said removing my jacket and wedding rings.

“Okay I was just going to suggest the three form rules” She said shrugging and choosing her form “Humongasaur” she shouted turning into NRG “Or I guess NRG is good too...” she said looking at herself.

“Ok.” I said increasing my ki energy slightly.

“Well then let's go” She said holding her ground waiting for me to make the first move.

“Ok.” I said using super speed to backhand her from the back, sending her rolling on the ground.

“Okay good move” She said getting up as she reached for her Ultimatrix and changed into “RATH!” she shouted as she rushed for me tackling me to the ground “LET ME TELL YOU SOMETHING DILLAN GOD OF HARMONY PRINCE OF EQUESTRIA RATH IS THE BEST AT WHAT SHE DOES AND WHAT SHE DOES IS KICK BUTT!” she shouted as she grabbed me to do a suplex onto the ground.

“To slow.” I said teleporting away letting her land on the ground. “Now then, what next?” I asked thinking. “I know, Ultimatrix Doomsday.” I said transforming into my shiny houndoom form.

“LET ME TELL YOU SOMETHING DOOMSDAY RATH IS TO KICK YOU BUTT.” she shouted before going. “KIOKEN!” and glowed with red energy.

“Too, easy.” I said transforming back. “If it's a ki battle you want then you'll die.” I said becoming a super saiyan. “I'd rethink that if i were you.”

“IT DOESN’T MATTER WHAT YOU DO RATH IS...” she started yelling before I threw her into a wall changing her back to normal “okay good fight” she said before getting knocked out. I sighed before walked over to her, opening her mouth and dropping a senzu bean into it.

“You ok kiddo?” I asked kneeling down.

“Yeah you were just stronger than I thought” She said

“That wasn't even my full power, it wasn't even a third of it.” I smirked. “Ok, what scans you wanna see?”

“What do you have?” She asked

“Well.” I said. “I have the entire ginyu force, a namekian, an airocrasian Or frieza's species if you want to call it, a saiyan, beerus, Whis, All the legendary pokemon, all the mythical pokemon, and all the pokemon that can mega evolve.” I said. “And those are just off the top of my head.”

She looked at me for a second pondering what form to take but in the end she said “Thanks but no thanks” and declined my offer.

“How come?” I asked. “If you can't pick one I can give you all of them and teach you how to use them.”

“I want to get them on my own not being handed to me on a silver platter.” she said

“So you want to earn them?” I asked.

“Pretty much yeah” she said

“Ok.” I said smirking. “Ill tell you what, I'll give you the opportunity to earn them.”

“Okay how?” she asked

I thought for a moment before coming to an idea. “Let's spar again, my normal form is my most powerful, so if you beat any of my other forms you get the scan. It's kinda like the time ben and gwen got sucked into that video game in the original show.”

She thought about it for a second before going “what other forms do you have?”

“The ones I have are… A jotun or jason's species, his daughter Freya whose half changeling half jotun, a changeling, and...um… Cell… six two six from lilo and stitch, two ghouls from tokyo ghoul, an umbreon, a sylveon, a couple of fan made pokemon, and… superman.” I said scratching my head. “And more but I can't remember.”

She thought about it for a minute before going “no thanks”

“Seriously? You do realize that most of the scans aren't from displaced. I got them from the original dimensions.”

“I’m aware I just want to work for them.” she said

“I said you can earn them.” I deadpanned.

“Yeah but you would still be giving them to me it's the same story as with Jason he offered me aliens and I turned him down because even your thing is still a handout” She said

“Just because someone wants to give you something doesn't make it a handout.” I smiled. “I give displaced sets of dragon balls all the time it my way of showing them that we're friends now.” I said kneeling down again. “But if that's the case I can still help you get them, without giving them to you.”
“Do you have Omnitrix codes?” she asked

“I have a couple, but what i meant was that i can take you to the original worlds to get them.” I said grabbing her ultimatix arm and putting in three codes. “Those are three of the codes I know.” I said as the images of Waybig, Alien x, and fourarms.

“Thanks” she said as she looked at her bag “I always offer my opponents cookies after the duel do you want one?

“Gott any peanut butter, and some chocolate ones?” I asked.

She dug into her bag to the point where I had to hold her incase she fell in but after a few minutes she came out with a peanut butter chocolate cookie. “Here you go” she said handing it to me

“Thanks.’ I smiled eating it. “Oh, before i forget.” I said pulling the upgrade out of my ultimatrix. “This is an upgrade the guy who sent me here gave me, It'll let you access new… anything pretty much.” I said cloning it and handing it to her.

She looked at it confused before saying “thank you” in a confused voice as she was unsure what the thing fully did.

I chuckled, grabbing her ultimatrix and put it in. Her ultimatrix beeped. “Upgrade accepted, new functions include: self awareness, fusion, storage of tokens, and transdimensional communication.” It beeped.

“Fusion?” she asked

“Ultimatrix, geneticule.” I said transforming into my fusion form of cell and mewtwo. “As in combining dna.”

“I know what fusion is I was just confused... wait Self awareness does that mean my ultimatrix is an A.I now?”

“Affirmative wilder.” her ultimatrix beeped.

“Over time your ultimatrix will obtain more functions.” My ultimatrix beeped.

“Okay this day went from okay to weird fast.” she said

“Oh trust me, this isn't anything compared to when I met itazura.” I chuckled. “Also, I remembered one other code, can you take your ultimatrix off and hand it to me, my backs starting to hurt.”
She looked at her ultimatrix “Mine can’t come off” she said

“You try pressing the button?” I asked.

She looked at the ultimatrix and pressed the button that was underneath the watch and the thing grew. “Here you go” she said handing over to me

“Thanks.” I said putting another code in, her ultimatrix beeping again.

“Code accepted, all transformations unlocked.”

“Here, go crazy.” He said handing it back to me. “All of the aliens from the show are unlocked now.”

“Thanks” she said as she looked through her playlist of aliens noticing one that was not from the show “Mewtwo?” she asked

“As thanks for the spar and the cookie.” I said smirking. “When you go ultimate it'll mega evolve, and by rotating the ultimatrix when the symbol pops out you can pick either mega x or y.”

“Great” she said before “well I better get going I have homework to do” she said in a defeated tone.

“Want help with it?” I asked. “I never get to just hang out with another displaced without something happening.”

“No i’m not supposed to get help from somebody else..not even allowed to use Greymatter or I get points docked and I have to do it again”

“How about a loophole then?” I asked. “What if the cheerilee from my world helped you? In all technicalities it's the same teacher.”

“That might just be confusing enough to work” she said

I teleported us both to the school house, just as cheerilee walked out. “Hello cheerilee.”

“Oh, Prince dillan” She said bowing.

“ Please don't.” I said facepalming. ‘Anyway my friend here needs help with some homework from her world.”

“Oh, of course how may I help you?” Cheerilee asked Gwen.

“It's just some math and Equish problems” she said showing Cheerilee the books

“Oh, of course come in.” She said opening the door. We followed her in, and they got to working. “So what don't you understand?”

“Well the spelling of this word is different that how Humans spell it and this math problem has me confused.” she said, Cheerilee and Gwen worked for and hour or two before cheerilee clapped.

“You got it!” She said as they finished a math problem.

She smiled as they moved on to the equish homework. This one only taking an hour to do. “Is there anything else?” Cheerilee asked.

She looked at her books and said “No. Thank you for the help.” she said.

“Wanna spar again?” I asked as we left. “I'm all cramped up from sitting in that tiny ass desk, and I can send you back to the point in time you left your world if you want.”

“No I need to head home and turn the homework in” she said

“Has anypony in your world ever seen another human besides you?” I asked getting an idea.

“Well apart from me, jason and Jace. I don’t think so.” she said unsure

“Wanna pull a prank on your twilight?” I asked. “All I ever do now is work and could use some fun.” I said handing her my sharpless diamond head crystal. “That's my token.”

She thought about it for a minute “I don’t want to disturb her just in case she Is doing something important

“Fair point…” I sighed depressed. “Can we prank Cheerilee?”

She immediately responded “And give me an instant F are you mad?”

I thought for a minute before doing a little bit thing with my fingers. “What about… Pinkie pie? She loves pranks.”

“I don’t think she’s doing anything important today so that might be fun.” She said

“Yes!” I said excitedly. “I'll send you back, and you summon me ok?”

“Okay” she said
“Gwen our contract is complete.” I said as she vanished.


Gwen's pov [/hr]

I arrived back in my world back in my room I headed downstairs to head to Sugarcube corner I pulled out Dillan’s token and summoned him.

“So this is your world.” Dillan said as he walked through the portal.

“Yeah this is my world.” I said

“So, I was thinking we transform into ghostfreak and possess whatever she's baking.” He chuckled.

“Sure” I said grabbing his hand and heading into the nearby alleyway to transform into ghostfreak.

“Ultimatrix ghostfreak.” He said shifting into the spirit.

“Ghostfreak” I shouted as I transformed into ghostfreak.

“Come on.” he said passing through a wall into sugarcube corner.

We passed pound and pumpkin cake as we floated in, they tried to warn Pinkie about us mistook their babbling for wanting food and brought them cookies but we floated them away before she could give them to the babies “Hey stop floating cookies? Okay who's doing this Dashie is that you?” she asked catching on quick.

“No~” Dillan said in a ghostly voice. “We are the ghosts of the former owners of this building.”

“Oh really MISS CAKE THERE ARE GHOST OF THE FORMER OWNERS HER FOR YOU” She shouted not buying it.

“Pinkie what are you talking about?” Ms cake said entering the room before noticing the floating cookies “Okay who's doing that Rainbow dash I thought we told you not to prank Pinkie on business hours?” Miss Cake said

“We are not Rainbow Dash~” Dillan said again making ms cake and making pinkie float. “We will never leave!~”

Miss cake had a sirius face on her “Okay If you're not Rainbow dash who are you” she asked.

“My name is none of your business!” He yelled making the room shake and everything float. “I will destroy you all!” He said making thunder crash

“Hmm yeah okay who ever you really are cut it out I know you're pranking me there where no previous owner because we had the place built so you can stop now because Pinkie is close to figuring out who you are and when she does you’re getting kicked out for a week.” She said as I cracked

“I’m out of here” I said fleeing the building pranking Pinkie is one thing but messing with miss cake was a whole different mountain. I heard a splatter, and Dillan coming out laughing.

“You should have seen miss’ cake’s face, I had everything fly at her she was covered from head to toe in baked goods!” He laughed historically.

“Good for you but she wasn’t buying the whole haunted thing and I didn’t want to be kicked out of there” I said changing back to Gwen

“Fair enough.” He said returning to normal. “Did you turn in your homework?” He asked like a parent.

“No I summoned you as soon as I got back” I said

“Then let's have a race.” He smirked. “First one to the school house wins, and you can turn in your homework.”

“XLR8 only race?” I asked transforming to XLR8

“Ultimatrix ultimate XLR8!” He said transforming into a Kineceleran with big spikes going down his back. “Ready?” he asked before he realized I was already gone. He ran at top speed, catching up to me. “Hi.”He said to me as I ran beside him trying to overtake him

“You can go ultimate.” He smirked before pulling ahead of me and getting to the school house first as I reach him a close second changing back to Gwen.

“Oh gwen hello what can I do for you?” Cheerily asked as I pulled out my homework “You don’t need to turn this in till monday” she said taking it and looking at it “Did somepony help you with this you know I have to dock points for that only I can help you with this work and you have to schedule that with me a week in advance” she monologue

“But you did help me... technically” I said as she gave me a look

“Explain please” she said

“The cheerilee from my world helped her.” Dillan said transforming back.

She gave him a bad look as she said “I’m only going to let this happen once do it again and you will have points docked” putting the homework in her saddlebag

“Why?” Dillan asked smirking. “In all technicalities she followed your rules, and the cheerilee from my world only taught her how to do it.”. He said.

“I know it's a technicality that's why I’m letting her do this ONCE because I did technically help but do this again and I will dock points due to it's not me ME helping her.” she said “I could get in a lot of trouble doing this.” she said trying to head back home

“By who?” Dillan asked. “The school board? You really think you'd still have a job if you told them that your trans dimensional counterpart help your students?” Dillan said deadpanning. “If you weren't used to it what would you think if somepony told you that?”

She thought about it for a minute before realising this argument was pointless and walked off.

“Thought so.” Dillan smirked.

“I’m blaming you if she gives me a hard time in class now” I said giving him a glare before I realised the time. “I have to go now” I said.

“You don't need to use the token to send me back.” He said. “Also if she does just call me back and I'll go talk to Celestia and Luna, I'm basically a visiting dignitary so.”

I sighed “Dillan our contract is complete” I said sending him back to his world

“Later, it's been fun.” He smiled as he vanished a new scan popping up from my ultimatrix. “That's for dealing with me, and as an apology if cheerilee Does give you a hard time, it's a namekian.” He said as he vanished completely.

I looked at my Ultimatrix and wondered what to call this one the name fife came to mind as Piccolo was another woodwind instrument. But I would think on that later as I had to head home for dinner.

After dinner I was preparing to head to bed when I heard a noise coming from my closet when I turned to check what the noise was but when I opened my closet it was empty 'what?' I thought to myself as the noise I heard came from behind me. Before I could react I was knocked out.

Chapter 11

I was woken up by a voice mumbled "Oh good your awake" the voice now reveled to be a goat "I am Dr Animo" he introduced himself as he got up to my height "Now how about you tell me how you shapeshift before I have to take drastic measures."he said as he reached for the Ultimatrix "perhaps I should" he started as he got shocked. "AH" he shouted as he snapped at me as I flinched "Oh don't be such a child"He took a moment before realizing " oh great a child I wasn't told I would be experimenting on a child" he said in annoyance.

"Does that mean your letting me go?" I asked already knowing the answer.

"No I'm not I have just to deal with it we all have to do stuff we don't like" he said as he prepared a needle to draw her blood to obtain samples.

I struggled as the needle got close to me I realized I could distract him long enough for a plan to come to me "Why are you doing this?" I asked as the needle went into my skin and blood started to drain.

"So you want to know why... well Its very simple I wasn't let into any institute of learning and so I turned to evil if they woulnd let me help the world I would conquer it." he said in a calm voice before looking at me and saying "Don't think I don't know your plan" I gave him a funny look as he said "your not going to talk me out of being evil not even a golden letter allowing me to go to any institute of my choosing given to me by Celestia herself wouldn't stop me." I would have sighed but that would have him to discover that I had a different plan. Fifteen minutes passed as he removed the needle from my arm and sent the blood somewhere.

I looked around to see if there was anything I could use to escape, from what I could see the room was nothing but instruments of various uses from medical to torture. 'think there has got to be a way out' I thought to myself as I looked to my Ultimatrix 'Jason and Dillan had voice commands on theirs maybe I do too now' I thought to myself as I whispered "ultimatrix fourarms"

"Unable to comply voice activation unavailable" The Ultimatrix replied as I rolled my eyes.

A few minutes later Dr Animo "Well we don't have all day so this is your last chance to tell me how you shapeshift before the torturer comes in and that's fifteen hours of on again of again screaming" He said as my plan came to me.

I looked around at the instruments again as I sweat abit as I say "I'll show you how I shapeshift"

Dr Animo looked at me with a creepy smile before he went up to me and said "Tell me!"

I tried to back up from him but couldn't due to being bound up "dude breath" I said as he backed up to smell his breath "I'll show you if you undo my hand binds." I tell him hoping it will work.

"You think that I am an idiot?" You think I will simply undo your hand restraints just because you ask? You must take me for a fool!" he rambled.

I rolled my eyes saying "I guess you don't want to see how I transform" I said hoping it would work

"Like I said do you think of me as an Idiot, I know what your going to do, your going to fake me out then when I'm confused undo your bonds and escape." he said not getting most of my plan right "Now ether tell me or I will get the torturer." he threaten I would have told him but I remembered that I know thunder magic thanks to Jason so I stayed silent "very well I'll give you a few moments to think about your actions before the torturer comes in to...well you know" he said menacingly as he left the room

As soon as he left I cast thunder a little off the table just to see how big the attack would be before I tried to do it on my arm. I fired the second third spells at the binds holding my hand down the second shot hit its mark freeing my Ultimatrix hand but the third miss my a few inchies still freeing me but also socking me in the process I gave a little yelp before realizing that they might have heard my yelp or the thunder crack I quickly turned into Greymatter to hide. As I hid behind one of the instruments a large pony with holes in her came in with the Doctor " Where did the little brat go?" the large horse asked.

"I don't know my queen she was just here." He said as he looked around, he noticed the burn mark from the lightning on the ground "She must have a form that can shoot lightning" he said looking at the queen.

The queen looked at him for a second before shouting "Well FIND HER!" she ordered. Dr Animo quickly ran out of the room to do something I wasn't paying attention to him as my focus was at the queen something was off about her. As she left the room I changed into GhostFreak to follow her.

After a short while of following the queen i passed a large room with a lot of different creatures coming out off eggs being laid by large insect like creatures hooked up to machines, a few moments later that we came to a large empty room "You can stop hiding now" she said turning to me. I floated there invisible and frozen hoping she wasn't talking to me "I know you're in here Shapeshifter" before I could act a shot was fired next to me startling me and making me visible.

I floated there staring at her for a second before turning into Fourarms before the queen had flames surround her changing her shape from a horse bug to a bipedal creature "What do you think of my true form Shapeshifter?" she asked before she rushed at me, I barely dodge her attack as I attempt a counter attack, she avoids my counter attack by jumping over me I grabbed her arms in an attempt to break them but blades came out of the tops of her wrists I pull my two free hands away from her arms and grabbed the blades and brake her arms.

"Give up your arms are..." I say before her frog like tongue grabbed me and pulled me to the floor.

"Give up?" she chuckled as she just snapped her arms back in place before jumping in the air and using her wings to float there "Now why would I give up?" she taunts before conjuring fireballs. I attempt to dodge the fireballs but the last one hits me right in the leg, I let out a grunt as I fell to the ground "Whats the matter shapeshifter?" she mocked as she lunched more fireballs at me.

I rolled to dodge them as I reached for the Ultimatirx dial to get "Upchuck!" I shouted as I launched out my tongue to grab some of the fireballs to launch right back at her.

After a few shots hit the queen flew down and tried to ram me with her large horn I run away from here leaving the room and change into Namira to turn into smoke to escape "Whats the matter Shapeshifter afraid to fight?" she taunted as I hid in the nearby dark corridor waiting for her to pass me. After she passed me I went the other way to see where the exist was but before I could make a move the queen turned around and started to chase me.

I ran passing the hatchery from a earlier I stopped to take my breath as I could not see the queen anymore so I changed from Namira back to me to think of a strategy but before I could think of anything I saw guards flying towards me "aw man" I say running away from the guards. I pull my ultimtrix out looking for an alien to change into but as the guards got closer I had to chose the first alien that I chose "Give me a good one" I said slamming my hand on the Ultimatrix dial getting "Frankenstrike" I shout as I stop and turn around charging an electric attack. "Shocking isn't it?" I quip as I electrocute the bug horses before taking a breather and take a good look at the hatchery realizing that there was a lot of solders down there, "what are they planning?" I ask myself a voice from behind me says

"To burn Canterlot to the ground of course" the voice said as I turned to see the queen and Dr animo standing behind me before I could react the queen tackled me through the window down to the hatchery.

As I fell I quickly changed to Cannonbolt to survive the fall as I landed I saw hundreds of thousands of eyes staring at me before they all started to rush at me before I could think of a plan I swapped to Rath to fight them "LET ME TELL YOU SOMETHING HORSE BUGS RATH IS NOT GOING DOWN WITH OUT A FIGHT!" Rath shouts as she grabs the closest horse bug and throwing it to the closest think I could find which was another horse bug " RATH WILL TAKE YOU ALL ON!" she shouted as more horse bugs rushed her.

After a short while of fighting the Queen finally jumped down to join the fight. As she landed she cracked her neck before pulling out her blades from her arms jumped at me biting my shoulder causing me to scream in pain pushing her off me "Whats the mater shapeshifter my bite worse then my bark?" she asked.

At this point I was already starting to get mad but that pun for some reason drove me over the edge maybe it was the fact I was also Rath but I grabbed the queens arm and ripped it clean out, I used said arm to stab the queen in the chest and used the hole to tear her clean in half and threw the bottom half into the machines with the hatchery which must have hit something because it caused it to start exploding but I was to focused on the other horse bugs to notice "COME ON RATH WILL TAKE YOU ALL..." Rath started before an explosion knocked me away "WHAT?" Rath shouted as another explosion boomed I realized I had to get out of here but as I changed into Cannonbolt an explosion launched me out of where ever I was into a desert.


an unknown amount of hours later [/hr]

I walked through the desert all bruised and bloody from the fight with the bug horses I was on the verge of passing out but I couldn't If I did now there would be no telling If I would ever get back up. It was hard for me to think as thirst had gotten to me but as I took my next step I fell to the ground the wait of the world colapsing on me as I went unconscious.


meanwhile back at the hive PoV ??? [/hr]

"What happened to me?" I asked myself as I saw bubbles float past my head

"You're awake" the voice of Dr.Animo said as he did something "I recovered you from the ruins of the hive... Or what I could find which lucaly included your head" he said mumbling something about not needing to clone my head.

"Where are we?" I asked weakly

"We are in my second lab where I keep my samples" he said with a proud voice

"Even the shapeshifters?" I asked to his confusion

"Yes why?" he asked

"Enhance my remaining solders with is dna" I ordered he looked at the blood trying to figure out what I had meant but he would ask questions later as he got to work fixing me.

Author's Notes:

DNA acquired Names unknown species Goat

Current Aliens in Playlist
Ghostfreak
Humungousaur
Gray Matter
Diamond Head
Swampfire
Rath
Cannonbolt
Stinkfly
Wildmutt
NRG
Magnolia
Namira
Lassie
Waybig
Alien X
Fourarms
Heatblast
XLR8
Ripjaws
Upgrade
Wildvine
Blitzwolfer
Snare-oh
Frankenstrike
Upchuck
Ditto
Eye Guy
Unnamed Mewtwo
Unnamed Nemekian
Unnamed Goat

Queen Attea mutant form by GIGA-XISBASS

Villain chapter the child

Captains Log number 432 Date 11/11/956
Captain Iron Sword reporting the only thing of note today was that on our patrol we had found a lone filly in the forest today we brought the little thing back to town so we can figure out what happened to her.

Captain Iron Sword signing off

Captains Log number 436 Date 16/11/956
Captain Iron Sword reporting We found a stallion in the same woods he was wounded and severely dehydrated babbling about some monster that destroyed his village, we brought him to our infirmary where upon seeing the filly freaked out claiming that it was the monster that killed his family and tried to use a knife to kill it, we quickly knocked him out and threw him in the local jail for him to cool down.

Captain Iron Sword signing off

Captains Log number 437 Date 17/11/956
Captain Iron Sword reporting the child finally woke up today the look its its eyes creeped me out as if there was some truth to what the stallion said. We returned to the stallions cell to find that he was dead a deep cut to the chest must have killed him, There are to many suspects to blame as a lot of guards wanted to hang him for trying to kill the child. We'll get to the bottom of this tomorrow

Captain Iron Sword signing off

Captains Log number 445 Date 25/11/956
Captain Iron Sword reporting there have been a string of deaths similar to the stallion whom claimed the child killed his village, one of those deaths was the child we had found killed in the same way so it would rule him out. It does raise questions on who or what killed them thoe as these only started after the child had woken up perhaps there is a demon here but we cannot be certain and I have ordered that no letters be sent to Canterlot encase this is just wild animal.

Captain Iron Sword signing off

Last log date who cares
Captain Iron Sword reporting its the children they are possessed by something it just jumps from child to child we don't know which child is possessed anymore I may be the last pony alive here, I sent word to the capital but it may arrive to late and with out the crucial information that the children are________________________________________________________

Chapter 12

PoV ???

"Braeburn over here" I said pointing to the unconscious creature

He quickly ran over to me before asking "What is that?"

I looked at her before looking back at the creature "I don't know but Its hurt and we need to take it back to the Appleloosa" I said placing it on my back before the creature shocked me "ah" I said jumping back dropping the creature onto the ground.

Braeburn ran up to me "Are you okay?" he asked

I rubbed my head "Yeah I'm fine It just shocked me" I said picking up the creature up again.

He looked at me before asking "Are you sure that safe?"

I looked at him before continuing to put the creature on my back "I'll just have to deal with the pain now come on" I said as I got next to him and asked "could you tie it to my back so it wont fall off?"

He rolled his eyes as he pulled the rope off his side and tied me to the creature as we took off towards Appleloosa.


A few hours later Gwens PoV [/hr]

I woke up in a jail cell which was strange ,not as strange as the last room I woke up in but still strange. I got out of the bed before quickly returning to the bed when I saw that my clothing where gone "Hello?" I shouted as a pony came up the stairs.

"Oh you're awake." the pony said before looking outside "I need to tell the Sheriff" the pony said before running out off the building .

"Oh great" I said to myself as I laid back into the bed waiting for this Sheriff to come to me.

A few minutes passed as the Sheriff came into the jail "So you're awake" he said looking at me

I took a moment before asking " Where are my clothes?"

The Sheriff took a moment to think before answering "You have been unconscious for a few days now we had to remove your bloody clothing off to clean you up." He said before pointing to some clothing on the desk near the door "The cells not locked" he said before leaving his office. As soon as he left I got up and ran to the door of the cell so I could get dressed the clothing was not my clothing but I put it on anyway. As soon as I was dressed and met the Sheriff whom was waiting for me outside "Yeah all good?" he asked.

As we walked through the town I asked him an important question "Where am I?" the Sheriff Looked at me for a moment before we got to a train stop.

"Braeburn The creature you saved Is up" The Sheriff said as a yellow pony whom was quick to get up to my face.

"WELCOME TO APPLELOOSA!" he shouted as I took a step back to take what he was doing in. He then took a second to look at me before asking "Well how was your tour of the town?"

I thought for a second before answering "there wasn't one" I said looking at the ground not relay caring for the conversation

He looked at me before signaling the sheriff to leave "Well I guess I'll show you the town." He said.


An hour later [/hr]

"And Finally this is where you will be staying" He said pointing to a shack which I guess was better then sleeping In a jail cell. "Is there any questions?" he asked

I thought for a second before asking " Where did you found me?"

His mood sort-of changed when I asked the question before going back to his Happy-go-lucky mood "I was out with Little StrongHeart ,my buffalo friend that you may meet later, for a run due to the fact there was a loud boom that came from the area earlier that day, we went out and found you laying in a pool of blood." he explained I wondered how did I get in the desert in the first place. "How did you get in the desert anyway?" he asked.

I thought about it for a moment as it was fuzzy I remember going to bed back In Ponyville then waking up in a laboratory with a goat trying to experiment on me, I remembered escaping the lab and wandering something I can't remember where I was the somehow I ended up In the desert. "Why are you giving me this shack again?" I asked trying to distract myself form the questions that where coming to me from the holes in my memories.

Breaburn took a second to remember the reason before explaining it to me again "Well we wouldn't want you to sleep outside in the cold so I gave you the shack behind my home for you to sleep in, You can repay me by helping out in the orchards or in town." The rest of day went by with nothing uneventful going on apart from me looking at the small one room shack, night came quickly as I fell asleep. As I dreamed I was In a catacomb like place staring at a large bug like creature I began to run away from it as my Ultimtrix was missing from my arm as I ran I came across a white room where I saw a shadowy figure trying to say something to me but I could not make it out but as soon as It was done I woke up in a cold sweat.


Some time later in the Minotaur islands PoV ??? [/hr]

A light began to shine as I entered the arena, crowds where cheering for the king's champion, I healed Excalibur tightly as I walked to into the Center of the Arena I was greeted by the champion whom smiled at me "Lets make this a good show" he said as we clanged weapons together and took ten steps back to start the match. The fight began with the champ rushing at me with his mace slamming down in front of me I dodged the attack and countered with my holy blade cutting him in half with one slash surprising everyone in the Arena including me.

As soon as the shock wore off the Announcer announced "And the winner of the fight and champion of our new king Steel Nerves, may the king you fight for be a Just ruler" He said as the crowd cheered at my victory.

I quickly headed to the champions quarters where I was approached by the new king "Very well knight you have made the Forever Knights proud."he said as I simply bowed before him.

Author's Notes:

DNA acquired Names unknown species Buffalo

Current Aliens in Playlist
Ghostfreak
Humungousaur
Gray Matter
Diamond Head
Swampfire
Rath
Cannonbolt
Stinkfly
Wildmutt
NRG
Magnolia
Namira
Lassie
Waybig
Alien X
Fourarms
Heatblast
XLR8
Ripjaws
Upgrade
Wildvine
Blitzwolfer
Snare-oh
Frankenstrike
Upchuck
Ditto
Eye Guy
Unnamed Mewtwo
Tooba
Unnamed Goat
Unnamed Buffalo

I may be taking a break from writing due to a trip I'm going on for the next month I may have an opportunity to write but I doubt it.

Chapter 13

A week passed as I helped Breaburn with harvesting apples from the trees and helped where ever I could. I thought of using the Ultimatrix when ever I could to help with some jobs but as I attempted I decided agent it due to a weird feeling I had in the back of my head telling me that it was a bad idea to use the Ultimatrix at this time as the townsfolk might see me as ether a monster or one of those bug creatures and chase me off before I could make enough bits to buy a trip back to Ponyville.

"Hey Gwen." Breaburn called as I walked towards the apple orchard. I waved to him as he picked up a bucket to head towards the orchard.

"So how much work needs to be done today?" I asked as we entered the orchards.

"Well we don't have much work to do today as we are almost done with the harvest this year." He said as we started to pick up the apple baskets while the rest of the workers went on with there business picking apples.

After an hour of work we where almost done "Wow I know you said we where almost done with the harvest, I didn't think we where this close to done. " I said as we where taking the last of the apples to the barn for them to be stored till they could be delivered to other areas of Equestria for sale. As our job was done we decided to head back to the town we heard screaming coming from the town "Whats going on?"
I asked as we ran towards the screaming.

As we got closer we saw a small group causing trouble "Its the Red Bush gang!" Breaburn shouted as he tried to push me into a hiding spot.

As we got behind a building I asked the important question "Who are the Red Bush gang?"

Breaburn looked out behind the building to look at the Red Bush gang again before going back to look at me " I don't know much about them other then the fact that they came from Red Bush canyon and are very dangerous" he explained as I took a look at the them. There was a tall Minotaur probably the leader, a few unicorns in masks and a few diamond dogs.

'I can take them.' I thought to myself as a tried to move past Breaburn to confront them.

"Are you crazy?" He asked as he stopped me from going to confront them "They will kill you if you go out there best wait for the Sheriff to take care of it." He said.

"How often does the Sheriff chase them off?' I asked wanting to know If I should help.

"The only time I can think he chased them off is when one of there gang interrupted the deal to warn them about something going on at there camp...or something I don't know all I know is that they ran before the usual deal could be made for our apples and salt." he said as I walked passed him looking through my Ultimatrix to see who to chose.

As I made my choice Breaburn grabbed the back of my shirt trying to pull me back saying something about saving me from getting myself hurt or dead but I Ignored it as I slammed the Ultimatrix changing into Mewtwo left a stunned Breaburn behind and tried to shouted to the Red Bush Gang "Hey ugly" but none of them turned instead ignoring me 'they probably didn't hear me' I thought to myself as I walked closer towards them using confusion I grab one of the dogs and throwing it into a nearby wall knocking it unconscious.

They turned around to see one of there group unconscious near a wall and a large cat like creature floating a few inches off the ground, The Minotaur looked at me and muttered something before asking "Who and what do you think you are messing with my men."

I took a heroic pose before saying "I am Spliced and I'm hear to stop you"

I got out of my pose as they where laughing at me "open fire." the Minotaur ordered as the Unicorns lined up with there horns where lighting up to fire I panicked for a bit as the shots where getting closer before throwing up a 'Light screen' at the last second to block the magic shots "hehe..." he laughed before the cloud of dust dispersed and there was nothing there "What!?" he shouted.

"Over here" I shouted from the sky before launching stars from 'Swift' down hitting some of the dogs and one of the unicorns "Down to twenty dogs and three unicorns of the thirty five dogs and four Unicorns he brought" I said to myself as I flew down and used 'Thunder Punch' on one of the dogs knocking it into a nearby building "Alright, whose next?" I asked. The dogs and unicorns all looked at each other before the Minotaur stepped up to fight me feeling overconfident I chuckle a bit as some of the townsponies came out of there hiding spots to watch the weird cat creature fight "alright big bull just for stepping up I'll give you the first punch." I said as he punched me in the stomach I reeled back abit to deal with the blow before using 'Psychic' to send him back and into the air before using 'Aura sphere' to hit him.

"How?"he asked "My amulet should block magic use on?" He said as I hold him in the air.

"It is simple its not magic." I say as i start turning him upside down "Now are you and your gang going to leave this town alone or do i need to be ruff with you?" I asked as he dropped his amulet.

"YES!" He shouts before pleading "now put me down please"

I twirled him around abit before saying "Say 'We're going to leave this town alone' and I will put you down."

"OKAY OKAY!" he cried "We're going to leave this town alone" he said so I let go letting him fall, He quickly got up and ran away not even grabbing his amulet before he fled. The others just fled after I gave them a look of 'want some more?'

"Oh well" I said to myself as I floated over to the amulet to pick it up with my mind and floated over to my hand before slamming the dial on my chest to change me back into Gwen. I looked around at the confused townsfolk before putting the amulet in my pocket and simply walking back to Breaburn as they where talking about what just happened "come on we still need to pick up our payment for today." but when I turned he was still a few steps behind me standing where he was when I began to talk to him. I walked back to him saying "Earth...or what ever then name of this planet is to Breaburn? Hello?" as I waved my hand in front of his face.

"Wha what was that?" he asked in a confused tone as began to push him towards the office of the one who owns the orchard but was stopped by two guards.

"Are you Gwen Quinzel?" one of them asked

"Umm yes that's me?" I said confused as to why guards where here

"You need to come with us." the other guards said as he started to walk close to me.

"Do I need to come with you know or can I grab some stuff first" I asked leaning towards the direction of the shack I have been staying in.

The guards looked at each other "We will come with you just make it quick." as we left a ball of flame disappeared into the ground.


An hour later Red Bush Canyon PoV Hanzo[/hr]

I awaited the return of the bandits back at Red Bush canyon so that I could talk to them. "How did such a coward become leader of a gang?" I asked myself as they came into the tent.

"Who are you?" the Minotaur asked as he backed up when he noticed my rope kunai.

"You had one chance to impress my master and you blew it now..." I said as I charged a fireball and launched it into his chest.

"Brutality" Terry said as he got out of his hiding spot to address the now scared gang. "Alright listen up you will be working for me now anybody that has a problem with that can take it up with my friend here." he said pointing to me.

They all mubbled at each other wondering what to do now till one of the unicorns walked up to Terry "So what do we do now..." he hesitated with the last part "boss?"

Terry simply smiled as he explained what was going on.

Chapter 14

As I was packing up my little hut, I only needed to take a few things I considered as essentials. This included my clothes, the bits I currently have on me and also the amulet I had won from the Minotaur I just beat up. While I was packing up, I turned at the sound of hearing hoofsteps from one of the guards as I overheard him speak to me. "Are you almost done packing?"

"Just about" I said as I placed the last thing in my rug sack and left the shack, taking one last look at it before going with the guard to the chariot.

"Hold on" the pegasus out front said as we took off. During the entirety of the flight,I held on to the handle bar of the chariot as to not fall off while being terrified of the whole trip. Due to the open ended part of the chariot in the back and how easy it would have been to fall off, that was what I would call a safety hazard. To put it in perspective, it was like riding in a car with no doors and only flying... but more terrible. However, after an hour and a half of being scared later, we arrived in Canterlot. Not where I expected to land honestly, but I couldn't argue.

When we landed, I was greeted by a blue alicorn with a flowing mane and tail of stars."Human, we are glad to see you unharmed," I tipped my head wondering who she was "Oh, we haven't met yet. I am Princess Luna, younger sister to Princesses Celestia. But anyways, Celestia was supposed to meet you, but due to a new Minotaur king being crowned recently, she had to go there and make sure our peace treaties were still valid and to make new trade agreements. But I digress... Shall I show you around the castle before your caretaker arrives?" she asked as she started to lead me towards the castle, I decided to follow her out of the fact I had nothing better to do... Wait, what did she mean by Caretaker?


The Minotaur islands PoV Celestia [/hr]

Once my chariot landed in the Minotaur islands, I remember that it has been a while since I had last been hereAs I trotted towards the castle, I had honestly hoped that this new king wasn't that of a blood thirsty tyrant. "Halt," an armored minotaur called out, stopping me at the gate. "State your name and business at the castle."I had to say... not the brightest guard, but at least he Is determined.

"I am Princess Celestia of the kingdom of Equestria," I told him, just as I noticed his gaze focused more on a fly that was in his face rather then listening to me. "And I am here to meet your king."

"Shouldn't your ruler be doing this instead of the daughter?" he asked rather rudely.

"I am the ruler." I said in a 'as a mater of fact' tone.

He looked at me for a second before asking "Then shouldn't it be called a Principality?" I simply tipped my head confused.

"Private, are you bugging the delegate?" A captain said approaching the guard.

"Sir no sir, I was just making sure that this pony was who she said she was sir." the guard said.

The captain didn't buy his lie. "Alright, you are dismissed solder. Report to the barracks after I have escorted the Princess." He ordered at the guard before turning to me. "Sorry about that. We weren't expecting you for a few more days." The captain said as he escorted me to the throne room.

In the throne room, I saw a large minotaur talking to a smaller minotaur. I didn't catch what there where saying, but as I fully entered the room, they ended their conversation and the smaller minotaur soon left as I was greeted by who I assumed was the king. "You must be Princess Celestia," The large minotaur spoke. As I walked towards him, he soon introduced himself, "Ah, where are my manners? I am King Adamantium Hammer."

I nodded, acknowledging his response. "And you already know my name, so I believe we should get down to business." I replied back, pulling out some scrolls from my saddle bag. Adamantium though, was surprised at what exactly I was pulling out as he walked over to where I was standing.

"To be honest, I expected for you to have more of those-." He told me..

"What, oh these? Why these are just lists of what we need to go over. The treaties have yet to be written up." I said as I used my levitation magic to lift the first list over to him for the new king to examine personally. I could see his eyes widen a little upon seeing list that was almost just as tall as he was.

"I'll get my scribes to bring the old treaties to the library and we shall get to work." He told me, sounding quite surprised about what we needed to discuss.


Meanwhile back in Equestria Bonbon PoV [/hr]

"Thank you" Gwen said to the chef as he brought her something to eat that wasn't apple related for the first time in a week.

Gwendolyn Quinzel, where have you been?" I said as I walked up to her, pulling her away from the food. She tried to push me back but I kept pushing her off the table. Just as she pushed me off, Princess Luna came in and I bowed while Gwen was stuffing her face.

"Bonbon, I need to have a word with you before you take Gwen home," I listened and followed her outside she explained to me "Gwen has been having terrible nightmares for the past week and I have no idea what causing them. Your going to need to go easy on Gwen for a while so I can help sort it out." she explained I sighed and nodded my head.

"I understand." I said as we walked back to the dinning room to see Gwen arguing with a random guard that was trying to get her to leave.
"Is there a problem here?" The princess asked startling the guard
.
The guard looked up in startled. "No mam, I was just getting this intruder out of the castle."

Luna looked at the guard before asking "so my guest is an intruder?" The guard looked worried when she said that.

"Your guest?" The guard said before turning to Gwen "I'm sorry mam" and quickly left as Gwen returned to eating and got up a few minutes later finished.

"I'm done" she said standing up from her seat and saying "So shall we head home?

I turned to Luna giving her a worried look before she nodded to me "Okay let head back to Ponyville."

Chapter 15

A month passed sense I returned to Ponyville. Today was a big day for the town as Princess Celestia was coming over for a visit and Twilight was scrambling to get the town ready for her visit. "Hurry up with that banner girls," he told the two ponies lifting the banner before she turned to me. "Gwen turn into something and help them." I looked at her for a moment then walked away due to the fact she was in crazy mode.

I honestly wasn't interested In Celestia's coming right now I had to deal with the nightmares where getting worse and I haven't told anybody about them yet. As I headed back home to my room as I something told me that I needed a nap right now. As I fell asleep I entered my dream where I was chased by a large black creature, the monster was a little more clear then the last few times but I still couldn't make it out. As I was running I ended up in a dead end with the monster catching up to me I couldn't use the Ultimatrix or my magic to defend myself so all I could was try to hide and hope the the monster would not find me. As I tried to find hiding spot a glowing door which was my only choice I decided to go thru it. "Hello Gwen." a voice said followed by a sip of a drink. I looked up to see Luna drinking tea.

"Princess Luna?" I asked before realizing that I forgot to close the door "Oh crud."I say as I head to close the door.

Luna floated down from her chair and said "Do not worry the monster could not get to you in here." I let go of the door as she asked "Do you know where you are?".

I looked around a star lit road leading to many doors. "Am I dreaming?" I asked

She looked at me smiling before saying "Good job guessing." I turned to her before realizing that I was still holding the door "Good, now lets talk."

"Princess Luna what's going on?" I asked before her hoof went on my mouth.

"Please call me Luna in here," she said "as for whats going on you are having a recurring nightmare." she explained.

"And where Is here?" I asked looking at the starry road.

"This is the dream nexus a place where all the dreams of the world come to be. It also happens to be the relm where I am at my most powerful." she explained "Now Gwen your dream Is something quite rare it is a memory dream." she said

"Whats a memory dream I mean it sounds like its a dream about my memories but I don't remember being chased by some kind of monster in a catacomb?" I said

"Well a memory dream is as you said a dream based off memories, but memories can be lost and sometimes they want or need to be found. This is just the way the mind tries to repair itself, now shall we journey into your mind to see what is causing your nightmares." she said opening the door I had no choice but to follower her into the catacombs due to the fact I wanted to sleep well at night. I followed her into the tunnels as her horn lit up reveling the green goo on the walls "This almost looks like a changelings hive" Luna said which made me wonder what a changeling was. "Oh right you may not know what a changeling is even if you've seen one, A changeling is a creature that imitates ponies to feed off of them." she explained.

"So what was I doing in a changeling hive?" I asked Luna

She looked back at me "You did go missing a month ago perhaps you where kidnapped." she said.

"I do remember being in a weird lab with a talking goat named Dr. Animo so maybe he's working for changelings?" I said confused

"I will need to talk to my sister about this Dr Animo because I never heard of him and If he is working for the changelings it may pose a problem..." she said before we encountered an orange monster "Umm we should probably run." she said she started to back up.

Confused I asked "Shouldn't we be fine I mean we can't get hurt in a dream,"

She looked at me for a second "I never said that. In fact its quite the opposite." she said as Luna ran past me I tried to keep up I heard the monster scream something I couldn't make it out but it felt familiar.

"Wait for me!" I shouted as little monsters started coming out of the walls which I was guessing that If this was actually a changeling hive would make them changelings. As I was running I slammed into Luna who stopped in the middle of the tunnel "Why did you..." I started asking as I saw the original monster I was running from standing in front of us "oh... crud" I say as the original monster starts walking towards us as we walk backwards into the swarm of smaller monsters. "I'll wake up soon right?" I asked to which Luna looked at me with a worried look on her face "Right?" I ask.

"Yes but we would have gotten next to nowhere on what causing these nightmares" she said as we bumped into the small monsters "'gulp' I think we are cornered" she said

"Well can you create one of those doors that took me to the star room?" I asked

"Its not that..." she was stopped by a small changeling monster flying above her "Whaa?" she asked as we turned around to see the orange monster that we where running from attacking the smaller monsters.

We looked in aw as the orange monster shouted something familiar "LET ME TELL YOU SOMETHING!"

I knew as soon as she said that it was Rath "That's Rath I mean me" I said as Luna looked at me confused "Rath is one of the forms I transform into" I explained as she looked more confused "How much do you even know about me?" I asked

"Other then your species and that my sister wants to do something with you not much to be honest." she said

"Wait what does your sister want with me?" I asked before being stopped by a speeding Rath running towards the monster that I was originally running from at the start of this dream. She attacked with such furiosity that the monster was almost beaten in a few moments this was probably dream logic because what ever I fought couldn't have been this easy if it causing me nightmares then something happened Rath roared a with a good backhanded punch ripped the monster in a quarter leaving only the head and a left arm. "I killed it" I said in a depressed voice

"Well I think I figured out what caused your nightmare's..." she said before she was interrupted by Rath throwing the bottom half of the body at something explosive causing the whole caver to shake and collapse "Through here" she shouted as she opened a magic door to the dream highway. As we where safely in the dream world Luna said "and how you lost your memory"

I was simply looking at the floor depressed "Yes?" I asked

"You must have hit your head in the explosion causing you to lose your memories and the nightmares was you trying to remember" she explained

"Okay that explains it" I said trying to wake up

"Here use this to wake up you shouldn't have the nightmares anymore and if you do have Spike send a letter to Celestia and Ill get help." she said as she was about to disappear I stopped her

"Wait who is Spike?" I asked as she looked at me

"Just give the letter to Twilight she will know" she said as she disappeared.

I woke up to see that only an hour passed sense I went to sleep I decided to sneak into the party to get some food before returning to my room to be alone. As I left my room to head downstairs I was stopped by a royal guard "Are you Gwen?" he asked as I nodded "Good I need you to come with me" he said as he lead me to Sugar Cube Corner where Princess Celestia was waiting in an empty building

"Where Is everyone?" I asked looking around seeing only Princess Celestia and the food trays filled with food I was planing to take a some food as soon what ever the Princess wanted from me

"I asked them to leave as I wanted to ask you this question In private" she said

"And that question is?" I asked opening the warping of a cupcake to eat

"Would you like to be my student?" she said as I dropped the cupcake at the surprise of the offer.

Chapter 16

"Would you like to be my student?" I said as she dropped the cupcake at the surprise of the offer.

"What?" She asked as she picked up the cupcake she dropped.

"I want you to be my Personal Student" I said with a certainty.

"Why me?" She asked scratching my head "I'm not a pony" she said.

"Simple I've had earth ponies, unicorns and Pegasi under my belt this is a rare experience for the both of us" I said.

"Can I have some time to think" She asked.

"Sure take your time" I said as she walked out of the building.

"Twilight you may bring the ponies in now" I said as Twilight came out from her hiding spot.

"How did you know I was here" she asked as I took a sip of tea.

"I saw your hoof sticking out from behind the podium." I said as took another sip of tea.

"Are you sure you want to take an older umm... person as your student I mean I was 6 when I became your student and I think she's 11." Twilight said.

"Age is but a number there are things she has to learn if she's going to risk her life." I said standing up to let the guard know to let ponies in now.

"Iron Saber you may start letting ponies in now" I said.

"Hold up we still need to talk about this" Twilight said.

"We will but you did go through the trouble of getting this party ready for me." I said as ponies started to flood in.

The party lasted a few hours with ponies coming up to me to give thanks and one couple even asked if my sister and I would come to there wedding but as time went on I had to leave to return to my duties as Princess of Equestria. As I was preparing to leave Twilight came to me "We weren't done our talk" she said as I scooched over making room for her on the chariot.

"Then come along we'll finish it in Canterlot" I said as she looked at the chariot.

"I think I'll fly" She said before I signaled the guards to take off, The flight to Canterlot was peaceful even Twilight agreed but as we landed Twilight requested a place to talk alone.

We headed to the royal library where nopony was "Okay Twilight we are alone shall we resume our conversation?" I asked.

"Yes I was going to ask why do you want her as your student?" Twilight asked.

"Well you see her device gives her great potential, I want to mold that potential into something better just like I did with you" I said as twilight looked impressed but as we where about to discus it further Luna barged in with something to say.

"Sister we need to talk before you speak to the human" Luna said.

"I already spoken to Gwen." I said as Luna looked at me.

"Sister you don't know the pressure you've just pushed on her" Luna said.

"I just gave her the choice to be my student she Is free to say no" I said

"Yes but add tot he stress of her realizing she killed something" Luna said

"What did she kill?" Twilight asked.

"A monster within a changeling Hive" Luna said

"The changelings have monsters?" Twilight asked confused.

"Well we think its a monster it may have been something else but dreams don't lie" Luna said.

"What was her reaction to learning she did it?" I asked having a feeling.

"She looked devastated" Luna said.

"Just as I had thought" I said as they looked at me.

"What's just as you thought?" Twilight asked.

"Her guilt towards the action shows me that my intuition was right" I said they both looked at me "What?" I asked.

"Nothing we where just thinking about what you said." Twilight said.

"Sister what do you know of Dr. Animo?" Luna asked.

"Who?" I asked.

"He was goat who tried to experiment on Gwen and worked for the changelings" Luna said.

"That could be worse then it sounds I'll have some ponies looking into that." I said.

"In the mean time what should we do" Twilight asked.

"We wait to see what the results of our findings are then we decide what to do" I said as I took a sip of tea.


Meanwhile at the Minotaur isles Adamantium Hammer High King of the Forever Knights PoV

I took my seat as the head of the table where I oversaw the other lesser kings To my right was King Iron Fist, King Steel Hooves and King Titanium Forge. to my left was King Golden Visage King Ebony blade and King Ivory Bow.

"King Fist you and your faction will head to the griffin lands and find a way to have them join our cause while King Forge will scout out the Diamond dog burrows nearby see if we can't form a something out of it, King Bow will have scouts scouting the Changeling lands to see what kind of threat they are." I said as we heard A knocking on the door "Excuse me Gentlebulls" I said as I opened the door to see Steel Nerves standing there with a Maid behind him.

"Sorry for the intrusion your majesty but this maid wants to clean up your area and you said that nobull disturb you shall I send her away?" Steel Nerves asked.

"We where about to get some food anyway let her clean" I said as the bulls got up and walked to the dinning area.

Author's Notes:

Last chapter for a few months marry Christmas or what ever you celebrate

Chapter 17

A few days passed since we landed in the Griffon lands and we were studying the culture to see if there was a quick way to annex them into our cause. We started our search in Griffonstone, which is a dump to put it bluntly. I've heard of its wonder and its culture... but seeing it like this was heart breaking. "King Iron Fist, we have finished questioning the natives and have determined that the easiest way to get this area, under the High Kings control, is to find the Lost Idol of Boreas and kill the Arimaspi that stole it." A Knight told me upon entering my tent.

I took a sip of my wine as I pondered this. 'What is the Arimaspi... and how do we kill it?' I asked myself as I put my glass down to read the books my knights brought me. I had requested him to bring me these books so I could study the history of the town, which was once the capital of this nation.

After an hour of reading, I placed the final book down and walked outside of my tent. I turned to the soldier that was standing guard at my tent. "Summon the mages." I ordered as he nodded and ran off.

Half an hour later, the mages gathered in front of my tent. Kneeling before me the Arch mage looked up and asked "What can we do for you, oh King?"

"I need you and your bulls to use your magic to scan the cravas where the Idol of boreas is along with its guardian the Arimaspi" I ordered as he nodded and left with his mages.

Another hour later, the arch mage returned... Hopefully with some good news... "My king, we have found the Idol and the Arimaspi, but we have bad news." The arch mage said. Instantly when I heard this, I placed down what I was reading and thought of the worse case scenario.
"The Idol is damaged isn't it?" I asked as he shook his head

"Its the Arimaspi. Its well dead already... It's been dead for I'd guess a hundred years at least" The mage said as I sighed in relief. I was curious as to what might've slayed such a beast as the books I have been reading described. But that could be for another time. Right now, I had more pressing things to ask.

"Can the Idol be recovered?" I asked

"Yes?" the arch mage said in confusion.

"Good, as long as the Idol can be recovered, then we can annex this land into the empire." I said as he understood what I meant.

"Ah yes, my king it shall be done" he said as I returned to my book.
**

I had a weird feeling that something bad was happening but I didn't know what, but as I was thinking about what ever that an anouncent was made over the trains PA system "We will be arriving In Canterlot in a few minutes" which was my cue to put the book I was reading away and get ready to get off the train.

As the train stopped and I got off I saw a guard with a sign that read 'Gwen' I walked up to him as he asked "Are you Gwen?" as I nodded "Good follow me" he said as he lead me to the palace

We entered the Palace where I was met with Princess Celestia "Ah Gwen it is nice to see you" she said as I came into her study "Have you decided on weather or not you want to be my student" She asked as I smiled

"I have come to tell you yes I will become your student" I said as she smiled

"Thats good to hear" she said as she trotted over to me "I'm sorry to say that does mean your going to have to leave Poniville and live here in canterlot"

I was fine with that as I didn't rely have any friends there "I'm okay with that" I said

She looked kind of shocked when I said that "Don't you have friends in ponyville?" She asked.

I looked at her thinking before saying" Not rely I had acquaintances but not any friends" I said as she looked kinda sad when I said that.

She took a minute to process that before saying "Okay It will take a good month for you to get settled into Canterlot before I start training you" I nodded my head agreeing with that. She smiled at me "Then shall I give you the tour of the palace My student?" she asked as I nodded and the tour was on.

**

A month passed as I had made my preparations to move to Canterlot I said my good byes to Bon-Bon and Lyra as well the rest of my class at ponyville and was ready for the train "Have a safe trip" Lyra said as she waved goodbye to me

"See you in a few months" Bon-Bon said as she waved goodbye to me as well

As the train whistled signaling the final boarding call I placed my backpack and zelda bag on my back and over my shoulder respectively as I boarded the train I gave one final wave to Lyra and Bon-Bon before the train went off.

The train ride was interesting to say the least, while the ride was calm and peaceful at first but around half way to Canterlot atleast an hour in when the train stopped "Hmm?" I asked myself as I looked out the window to see that Canterlot was still aways away and we where over a cliff. "Whats going on?" I asked myself as I put the book I was reading and opened the door to ask one of the train workers what was going on.

As I got to a different cart I overheard a Minotaur give orders "I want that pony found" he ordered as I wondered who the pony in question was that was before a grunt spoke up.

"Are we sure that the Princesses student is even on this train?" The grunt asked.

The minotaur looked at the grunt before shouting "Yes" as he hit the grunt I gasped as I realized they where looking for me "Go find that source of that gasp" the minotaur ordered as I quickly went to my Ultimatrix to select an alien

"Come on give me a good one that wont destroy the train" I said as the grunt grabbed me

"Boss I found this thing maybe we could sell it with the student?" the grunt said as the boss smiled

"Good, now lets find that brat" The Minotaur said I rolled my eyes as they where trying to find me when they already had me "And what is so important that you roll your eyes at me?"

I giggled as I said "simple you already have 'the brat' " I said as I slammed my hand down on the Ultimatrix getting "Tuba!" I shouted as I kneed the pony grunt in the face before stretching my arms to the Minotaur shoulders and pulling him down to the floor before retracting my arms back.

The Minotaur quickly got up as more mooks came through the other carts before they could say something about not finding me the Minotaur ordered "get the green thing that's the one we are looking for" and before I could react I was hit by a magical bolt in the shoulder.

"Ah" I shouted as I took a step back before launching a Ki blast at the unicorn that shot the magic bolt at me knocking him into another grunt "how many of you are there?" I asked as I ran towards the second grunt and after five minites of fighting I changed into Snare-oh and rapped up all the mooks. After a while The train started moving again as one last grunt came to see what the problem was and why he hadn't gotten ordered yet only to be snared up by me.

**

After the train had arrived at the train station the royal guards came into the train as I had kept the bad guys wrapped "here you go officers they guys that tried to take the train and steal me" I said as they pointed there spears at me and the ones who tried to take the train and me

"Let them go monster"

"Monster?" I asked "I'm Celestia's new student" I said as he laughted

"Yeah right why would Celestia ever have a monster like you as her student" He said as I changed back into Gwen

"Its true" I said as he used his magic to grab me.

"You will be lucky if you see Celestia at all" He said as I slamed my hand down on the ultimatrix and chose

"Ghostfreak!" I shouted as I flue past the pony to head to the cart with my stuff, The guard pony chased me through the changing carts till he cornered me in my compartment "Here is proof I'm the Princesses Student" I said pulling out the medallion she gave me to show the guard that I was the student of Celestia

"Put that back where you found that bag thief that belongs to the Student of Celestia" the guard said as I doubted his IQ I simply grabbed my bags and floated out of the train as he tried to follow me.

After a short flight I met up with Celestia who was waiting for me in front of her castle "Hello my student, why are in that form?" She asked as I turned back into gwen as the guard that was chasing me .

"Stop her" he said as he came to stop when he realized that I was hiding behind Celestia "Princess I was about to arrest this creature" the guard said as Celestia looked at me

"What did my student do?" Celestia asked

"Well your student claimed to be your student and she... she your student" the guard said as he mubbled "I let those guys get away" he said as he ran off trying tho get the guards that he ordered to let the Minotaur and the other ponies go when he just learnd that they where guilty

"Well I hope he gets those guys they where hard to catch" I said as Celestia looked at me

"Well Gwen you've had an interesting trip I'll bet" She said as we walked into the castle

**
She showed me my room, the room where we would be learning, and the room where she would train me in the abilities of my aliens as well as expanding my magic abilities. Days turned into weeks and weeks turned into months I didn't step out of canterlot for a while it wasn't till Tirek threatened Equestria that I was sent to be with Twilight for a short while.

After a few days Tirek came to Ponyville looking for Twilight and Twilight fought back destroying her treehouse in the prosses "I'll give you an ultimatum Princess Twilight ether give me the magic or have your friends die" He said and I pulled out my Ultimatrix to try to blind side him but Twilight didn't see me so she didn't try to stall for time ether that or she didn't want to risk it, after letting her go Tirek just sormed off destroying the rest of Ponyville. I threw a rock at him to get his attention "Whats this an Insect wanting to die?"

"I'm warning you Tirek give back the magic or else" I shouted as he just laughed

"I have the magic of all of Equestria what can you do little one" he taunted

I just smiled "This I can do this" I said as I slammed my hand on the Ultimatrix turning into "Alien X" I shouted "Seconded Giving Gwen full control motion carried" I said as I took a step, then another one and a few more as I made sure I was in full control

"Hmm Impressive I guess I'll take your magic as well" He said as he moved towards me and before he could open his moth to steal the magic I didn't have I knocked him back with an energy blast "That's not magic" he said

"You have no Idea the power I wield" I said in my multiple voices as he fired his energy beam which I blocked with one hand. "You can't beat me, with every step a planet is destroyed,every breath could wipe out universes Pray you never know this power" I said as Tirek took a step back when I said this nervous as I raised my hand and moved it in a circle motion "Your power is gone" I said as he began to shrink back to his weakened form as his magic began to form into a ball in my hands Twilight and the others flue out of the crater they where in saying something before they realized that Tirek was defeated

"Aw man and we where going to save the day too" Pinkie said disapointed

"Well you could use your rainbow power to send this magic back to its home with everybody" I said as beams of energy flue out of them and into the ball of magic and cause the girls to fly off around Equestria and back to ponyville where the box that the powers came from transformed into a castle for Twilight.

Chapter 18

A few had weeks passed since I’d defeated Tirek and the welders of the rainbow powers. I was staying at Twilight's new castle, since Celestia was in no condition with all the ponies that were seeing her and all the work she had she was in no condition to train me properly so she dumped me on Twilight. "I'm bored," I said to Twilight.

"Then do something! I'm busy," she said, reading a book

"No you're not, you're just reading a book," I said, as a delivery pony entered the room with a box of books. One of the books started to glow and vibrate. "Umm, I think that kind of book isn't for kids," I said, as Twilight went to pick up the book and quickly read it.

"It’s from Sunset," she said

"Who?" I asked.

"The Princess's former student, before me," she said, as she placed the book down and called "Spike!"

Spike came into the room at speeds that would make XLR8 look slow. "Yes, Twilight?" he asked.

"We need to head to the other world. Sunset needs our help," Twilight said, as I followed her to a room with a mirror.

"Where are we going?" I asked as she turned to me.

"We are going nowhere. You are staying here, while Spike and I are going to the other world," she said, as I rolled my eyes. I was totally going in that portal.

I turned around and turned into ghostfreak and stalked her until she’d gotten to the portal. As soon as she was about to take a step in, I flew past her saying "see you on the other side " the look on her face was priceless.

"Was that..." Spike asked.

"Gwen," Twilight said angrily.

**

On the other side, Sunset and her friends waited for Twilight. To their surprise, what came out of the portal first was not Twilight or her talking dog, but a laughing girl. "Man, she looked so angry," I said, as she looked up. "I take it you're Sunset, miss bacon hair," I said, getting up from the floor.

"Hey, my hair does not look like bacon … does it?" Sunset asked, as Rarity and Fluttershy shook her head ‘no’, Rainbow Dash shrugged ‘kinda’ and Pinky nodded her head ‘yes’. As soon as I got up, Twilight and spike and Twilight looked angry.

"Gwendolin Quinzel, I can't believe you would do that even when I told you not, she said furiously, as I just kept laughing. "And what's so funny?" she asked.

"You look funny as a human," I said laughing.

Before Twilight could respond, Sunset asked "Twilight, who's this?"

Twilight took a moment to cool down before she answered. "This is Gwen. Sshe's Celestia's new personal student, though not for long if she keeps it up," Twilight said as I got up from the ground.

"Why is spike a dog?" I asked.

The human versions of Twilight's friends looked at me. "You mean he's not normally a talking dog?" one of them asked.

"No, normally he's a pretty lazy dragon," I said as they gasped and Fluttershy went behind Rainbow dash.

"He's a d-d-d-dragon?" she said, obviously scared.

"Great, I guess this world's Fluttershy is afraid of dragons too?" Twilight said, as she looked at me. "As for you, you'reyour going back through that portal and we'll talk when I get back," she said as I looked at her.

"No," I said firmly, as Twilight looked at me.

"What?" she asked angrily.

"I'm not going through that portal yet," I said firmly.

"And why is that?" she asked, gritting her teeth.

"Simple! It's a different world to Equestria and I want to see the sights and get some human food," I said as she looked at me.

"Out of the question! What if the princess comes and you're not there?" Twilight asked

"What if the princess came and you're not there?" I retorted, as she conceded defeat.

"Fine, we can see some sights after we solve whatever it is that Sunset called us for," Twilight said as I smiled.

"Twilight, are you sure your having her here is a good idea?" Sunset asked. "I mean, how old is she, 12?"

"Yeah, she is," Twilight said as Sunset looked confused. "She is also a shapeshifter," she said, which confused Sunset even more. "Show them," Twilight said as I pulled out the Ultimatrix.

'Hmm, which one should I choose' I thought to myself as I decided on the alicorn. I slammed down on the dial, turning myself into ‘Athena’ I looked at myself, and I wasn't an Alicorn - I was a tall woman resembling Celestia.

"Okay, she transformed into principal Celestia, what …" Sunset said, as I interrupted her.

"Hold on, let me try something else, " I said, turning the dial on my chest and slamming on it transforming myself into ‘Fourarms’ as Sunset and her friends were shocked.

"What kind of magic is that?" one of them asked.

"Try alien Technology, Baby," I said, as I hit the Ultimatrix changing back into Gwen as Sunset just satired In awe

"Wait, what do you mean ‘alien technology’?" she asked, as they headed into the school.

"Well, see you ..." I began as I walked off, but Twilight stopped me
.
"Where do you think you're going?" Twilight asked.

"Into town," I said as I started to walk out.

"Hold on, you might be useful here," Twilight said as she dragged me into the school. We got into the school's library and sat at a table, where Twilight pulled out a book. "So from what you've told me, we may need a magical melody to reverse the spell," Twilight said.

"What if we just destroyed the gems giving the sirens their magic?" I asked.

"I don't know. There is a chance it will cause the spell to be permanent," Twilight replied, as they looked at her "What if I said the positive one first? She would have just run off before I could say the negative," Twilight continued as I nodded.

"Okay, so we can't just destroy the gems..." Sunset started.

"Without removing the spell,” finished Twilight. “Because if we remove the spell the gems will break on their own."

"How do you know this?" I asked.

"I like to read, plus what is Celestia teaching you?" Twilight asked
.
"Combat magic," I replied as Sunset and Twilight looked at me.

"Combat magic with a kid?" Sunset said, as somebody went 'Shhh'.

"What? That's what Celestia has been teaching you?" she asked.

"Well, there's not much she can teach a displaced human," I said.

"Whats a ‘displaced’?" Sunset asked.

"A human who's been displaced from other dimensions," I answered.

"Wait, you're human in Equestria?"Sunset asked.

"Don't ask me how, but yes she's a human In Equestria," Twilight said as I walked off. "Wait, where are you going?" she asked.

"Out," I said as I tried to leave the library.

"We'll meet in front of the school after it ends," Twilight said as I left the library and then exited the school.

"Now let's find an ATM," I said as I walked to town.

In town I found an ATM that wasn't being watched by a security camera. I changed into Upgrade and withdrew three hundred dollars from the machine"That should be enough," I said as turned back into Gwen and placed the money in my bag. I headed into a nearby pizza place, but before I went in I decided to turn into Magnolia so that people wouldn’t ask what a kid was doing out of school or call somebody to pick me up because they thought I was skipping classes.

As I walked up to the clerk, some men with guns burst through the door shouting "GET DOWN ON THE GROUND!" We all got on the floor feeling scared. I tried to operate the Ultimatrix but it was underneath me and having abnormal strength wasn't going to be enough to block bullets. Then I had an idea.

"Ultimatrix, NRG," I whispered, but it didn't work. One of the thugs grabbed me.

"You wanna repeat that lady?" the thug said.

"Yeah, Ultimatrix NRG" I said as I turned into NRG, which scared both the robbers and the hostages.

"What?" the head thug said as he tried to open fire on me.

"I wouldn't do that if I were you," I said getting close to him and grabbing his gun. "Yoink," I said, while breaking the gun and looking at the other's firearm. "Anybody else?" I asked as they all dropped their guns to the floor. I picked them up and broke each of them. "Somebody call the cops" I said as I turned back into Magnolia and walked up to the counter. "Can I get a slice of meat lovers?" I asked, and the lady behind the counter just looked at me.

"We were just part of an attempted robbery and you turned into a monster..." she started.

"Alien," I corrected her.

"Alien, of course, You turned into an Alien and you want pizza?" she asked.

"Well, this is a pizza place, right?" I asked as she sighed.

"One slice of meat lovers for the woman who just saved our lives," she yelled. After a short while my pizza slice was ready, just as the cops arrived on the scene.
"Everybody freeze," the cops said as they looked around to see five men tied up and people eating pizza. "Okay, so where is the trouble?" the officer asked.

"Yeah, those men in the corner tried to rob us," the lady behind the counter said.

"Aand how did you subdue them?" the officer asked.

"You wouldn't believe me if I told you," she said as I got up and walked out.

"Well, that was fun," I said to myself as I walked to the next point in my day. It was two hours until four. "I have time for a movie," I said to myself as I walked to the movie theater.

**

Two hours later in front of the school, Twilight and company were waiting for me ."Where Is she?" Twilight asked as she stamped her foot.

"Relax, Twilight, maybe she just got lost," Rainbow dash said as I came into view

"Sorry I took so long. That garbage movie took a little longer that I thought," I said as they looked at me. "What?" I asked before looking down and realizing I was still Margret. "Oh, right," I said, pushing the Ultimatrix and turning back into Gwen.

"Okay, now that we're here, let's head over to pinkies place" Sunset said as we left.

I'm remaking this story

I'm going to make this quick I don't like how this story went and I plan on remaking it. I will still be doing the updates of the edited chapters but those are just to finish something.

Final message

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