“Turn the circuit at a 45 degree angle and adjust the artificial cerebral cortex and then connect that to the primary power source.” Nick as Graymatter stated, he was currently teaching Twilight. Making a small handheld device that was currently laying on the table, resembling that of a flip phone, Twilight had her tongue extended from her mouth as she worked. Her magic holding onto her tools as she meticulously worked.

“And with that, you close the device, and allow it to boot up.” Graymatter explained, looking at Twilight with his arms behind him.

With that, Twilight took a deep breath. Triple checking the device, she closed it cautiously. It took a moment, opening the device up as a bright green screen formed.

“P.A.I version 1.5 activated. How might I help you today?” The device spoke, Graymatter smiling as he hopped down, reverting to Nick. Crossing his arms over his chest, he smiled as Twilight actively gasped.

“It worked! This, this is a breakthrough in Equestrian technology! An artificial intelligence!? Nick, how did you come up with such a thing?” She asked, P.A.I simply sitting on the counter confined to the small cellular like device. Nick rubbed the back of his head laughing at the unicorns excitement. “Well..meh. It’s something we have back home on Earth, but this model, P.A.I, or Pai, the Personal Artificial Intelligence is one of a kind.”

That was when Pai spoke up, her voice stating. “And due to the fact that weather in Equestria is moved by magic, a weather report on my end is unnecessary.”

A curious Nick rubbed his chin, “well. Not particularly per say. I’m gonna need you to investigate Erebus’ lair in the Everfree forest to learn what exactly he was up to aside from murdering us.” That was when Twilight spoke up herself, “but doesn’t the princess have that under constant surveillance by the guards? Even with Erebus and his crew in prison waiting for their banishment to the sun, we could only assume his home base he booby trapped.”

Nick smirked widely, “which is why I’m bringing a royal escort!” Nick stated, “besides by all accounts, I’m a hero of Equestria. So I’m sure I could MAYBE go in by myself, but I thought you’d be interested in seeing what that psychopathic dick had.”

Twilight rubbed a hoof against her chin, thinking it over and having a mental conflict before giving in. “Very well, I’ll go with you seeing while he is insane, what he was capable of doing was astonishing.”

Nick gave her a thumbs and smirked. “Trust me, it’ll be worth it since you know, if anyone ever decides to use it again, we’ll be aware of what they’re using. And I kinda wanna dismantle and use his tech to make more advancements for Equestria.”

“This has a 95% chance of no external conflict.” Pai stated as Nick clipped the AI device to his belt, that might be some of the best odds I’ve seen ever.” He stated with a smirk, Twilight nodding in agreement before the two disappeared in a bright flash of purple light, reappearing at the edge of the Everfree Forest, Nick rubbed his hands together with a grin on his face. “Ah shit, here we go again!”

Nick was the first to begin the trek forward, Twilight trotted close to his side.

“Scanning area...recording structure...memorizing...scan complete.” Pai stated, her screen flashing as Nick unclipped her from his belt, placing her on the ground, she showed a large map of the Everfree Forest and its layout. Nick rubbing his chin as he scrolled through the holographic layout with his finger. “Alright, the base of Erebus isn’t to far off from the Tree of Harmony, thankfully he didn’t get the brain to use it to power his stuff.”

Twilight piped up, “I’m sure he tried, but I’m also sure the Tree of Harmony wouldn’t allow such a disgusting display of villainy use it’s power.”

“Agreed.” Nick answered as he stood up, swiping the projection away and clipping Pai back to his belt.

“Alright, let’s continue the journey to the home of this monster?” Nick asked, Twilight nodding quickly. “Let’s!”

“Hey! We are number one! Hey hey!”

After a few minutes of a treacherous walk through the forest, Nick soon began to sing the We Are Number One song, unfortunately unaware of what had recently happened on Earth. Upon until Nick’s eyes landing upon a large rock blocking what appeared to be a cavern entrance, along with the two royal guards. “Huh, well. I’m surprised the princesses managed to find this place, surprisingly enough there are a lot of spaces like this in the forest. Who would’ve guessed it would be so...unoriginal with caves?”

“Most likely due to the types of species that moved in.” Pai stated as Nick nodded his head in agreement.

“Princess Twilight? An honor to be in your presence.” One of the guards piped up, to which Twilight smiled. “You two noble guards are relieved of your duties for now. Me and my guest Nicholas Taylor are here to examine the innards of Erebus’ base.”

The guards nodded, “very well. We shall return to Ponyville to grab some early lunch. Stay safe.” One stated before trotting off.

“Well, thankfully that wasn’t difficult.” He clicked the faceplate of his Omnitrix, scrolling through his list of aliens and pushing down on the dial. His body changing to that of Humongousaur. Casually picking up, and placing it down before reverting back to his human form. “Stay close behind me Twilight, I know Erebus has SOME type of booby traps in here...”

Twilight heeded his advice, following behind Nick closely as the two entered the rather normal looking cave, up until they made a right turn.

What was before them was a massive opening full of equipment, along with a table stained with immense amount of blood, a metallic wing to the left of it, and numerous amounts of blueprints on the walls. Along with a wall of targeted displaced.

Nick raised an eyebrow was he walked forward, “well. It’s certainly...homey...” He stated, looking at the wall of targeted and eliminated displaced. Seeing himself in the middle with a massive circle around him, even with a picture of his original mentor Jason. “Huh, the note says next to Jason that he’s an unmanageable displaced. Probably because he’s stupidly powerful.”

Twilight began to look around for herself, using her magic to raise up the disembodied cyborg wing. Turning it around and examining it, she looked inside it and saw the inner...workings, flesh and blood underneath the wires and metal as she nearly vomited, throwing the wing aside as she kept her composure. “That is horrifying! We were told of a sort of...machine Pegasus, but in the official final battle report, no such thing was mentioned which was bizarre.” Twilight’s attention turned back to Nick, who was looking over at the blueprints, his eyes widened as he looked intently. There where a few torn, but the one that was notable, was also the one that scared him, being something he hadn’t seen in a while...

“Nick? What’s wrong?” Twilight asked him as Nick grabbed the blueprints, “Twilight. Had we not stopped Erebus when we did, he was working on big finale for us...”

Twilight walked forward, hovering beside Nick to see what was on the table. “Like?”

“Twilight, you won’t know what this is...but I do, it’s a-“

That was when a massive roar erupted from just outside the lab, Nick looking back as his eyes narrowed. “Twilight! Take the blueprints and go!” Nick exclaimed as Twilight then said, “but, won’t yo-“

“JUST GO! GET OUT OF HERE WITH THEM! And take Pai with you!” Nick stated as he unclipped the AI from his belt and handed Pai and the blueprint to Twilight. The mare promptly ran out with the two devices in her magical grasp. Nick having his fists clenched as a bead of sweat ran down his forehead. “The one time I didn’t bring my sword...although I don’t even need it!” And it was then, when the wall was busted down.

The large mass of a...Chimera!? Silhouetted in shadow, Nick smirked as his Omnitrix casually scanned the beast. Keeping a positive exterior. “Well now! Isn’t this not a surprise! I wondered how long it was gonna take before I ran into a Chimera!”

That was when the beast took a swipe at him with a tiger claw, Nick ducking underneath it and running around the lab. Jumping up onto the bloody table, the Chimera went in with a snake strike, only for Nick to leap forward toward it. Actually evading the snake strike and grabbing the reptile by the throat. With one hand, and the other hand holding onto its head to keep its mouth closed. Yanking back on the snake tail, Nick actually made the tiger and goat yelp from the pain, only for the Chimera to go ballistic. Running around the lab trying to shake Nick off, the human actively holding onto the tail for dear life as he was being thrown around by the rampaging beast.

Nick finally letting go, he was launched forward and landed on the beasts back, hopping off it and landing on the ground. He grinned and motioned for it to come at him. “Olay.”

The Chimera was very aggravated and frustrated, leaping at Nick full on. He rolled to the side and stated, “you may have the rage and aggression down to a tee! But you lack the common sense!” He stated as he kicked the snake tail’s head. Upon it recovering, it went in to strike at Nick again, only for him to grab the metallic wing off the ground and use it as a shield, blocking the strike and tearing out some wires from its interior to wrap around its dazed head and deliver a good punch directly to the nose. Effectively KOing one part.

The goat and tiger were all that was left now. The tiger portion of the Chimera roaring as it and the goat charged Nick yet again.

“Aaaaand... wait for it...” He waited for it to come closer before pulling a nice maneuver, leaping between the two and karate chopping the back of both their necks, the beast landed on the ground unconscious.

Nick smirking as he rubbed his hands, “and that. Is that.” He said, his smile soon fading as he looked down at his Omnitrix. “XLR-8, I need to get back to Twilight, NOW.”

The Omnitrix quickly responding to its wearers command, transforming Nick into his chosen XLR-8 form as he dashed out of the lab in a hurry and out of the forest.

Twilight was casually waiting at the edge, XLR-8 approaching as he skidded to a stop, reverting back to his human form. Nick approached Twilight as the mare looking up at Nick seeing as she had been studying the blueprint briefly. “Nick...what is this..?” She asked.

Nick clenching his fists as he looked at Twilight, “Erebus’ goodbye present. One last thing. That Twilight...in terms of Ben 10? Is one of the most dangerous pieces of technology in existence. The Anihilaarg...”

Author's Notes:

Sorry this took so long to get out! My schedule has been all over the place! But my writers block is hopefully over! I’m so happy to know people can still enjoy my story even after this long hiatus, so I won’t let you down! I WILL finish this!

https://ben10.fandom.com/wiki/Grey_Matter_(Classic)

https://ben10.fandom.com/wiki/XLR8_(Classic)