In the forest around Bellwood Ben10 was walking around his hoodie up.

Ben's point of view.

I sighed as I made sure my hoodie stayed up I didn't want anyone to see it was me and not just someone wearing that one of my hoodies. I looked to my phone and spotted a text form my girlfriend Jessica Jackson I smiled she is one of the few people that help me keep my head on straight.

I then looked up and noticed a rainbow beam of light and texted Jessica, "I have to go check out a strange event!" She instantly replied back, "Be safe you know Rook is away helping his family with the harvest for the next month!"

I put the phone up and ran off remembering I'm on my own for so long! I sighed What else is new!

I followed to where the light was to see Six girls with odd skin and hair colors they where clearly freaked out form there actions but they where making what sound like horse sounds.

I couldn't understand them, what ever there speaking Azmuth didn't put it in the omnitrix, I removed my hood and they gasped and looked shocked at my face. I looked through my aliens as I said, "I know I have an alien that can help with the langue barrier!"

In a moment I found brainstorm and looked at the six odd girls all looking scared, and I sighed. "At least I'll know why you're scared of me!" in a moment I I hit the dial becoming brainstorm making them all scream I didn't waste time I opened my head and fired off an electric blast to connect all seven of our minds!

Hopefully showing them I'm a good guy will help, and I'll know what happened.

Strange images of a world run by horse filled my head then an image of Eon with his helmet off! No wonder they are scared of me!

point of view change to third

Ben hit the dial returning to human and said, "Look I know you're scared but trust me I'm nothing like Eon!" he said almost beggingly.

the girls all backed away in a group and start talking this time Ben could understand him.

Twilight then rubbed her head, "Ok I really want to know how he did that mental link thing!" She sounded kind of impressed.

Rainbow dash then blinked and looked form her friends and Ben, "This is no different form the good Sombra we meet in that mirror world with the evil princess, if you ask me!"

Fluttershy then shyly added, "But that Sombra still became corrupted." She sound kind of scared of Ben.

Rarity who was finally balanced enough on two leg said, " darlings I know shapeshifters got a bad name back home, but he isn't doing anything bad to us I mean he just did something so we could understand him.

Applejack was looking at her hands and said, "ah's hate to say this hate to say this ah think Rarity's is a right you saw how different he was it wasn't an illusion like the changelings, ah honestly thing someone that use to changing form might be our only way of getting use to this bodies and finding away back to our right bodies!"

Pinkie pie then coughed and added, "I know a way to know for sure!" She then walked over to Ben somehow having just use to being human as twilight and said, "Mr. Ben do you promise you're here as a friend?"

Ben smirked and using some of the image he just saw when they were connected he crossed his heart and said, "Cross my heart hope to fly stick a cupcake in eye, even if that is a waste of a cupcake."

Pinkie then turned to her friends and said, "see if he was evil he wouldn't have just done that!" she said happily.

In the moment the ground was shaking and everyone fell over, well everyone but ben and what looked like metal drills came out and opened and out stepped strange robots.

they looked to be made of clock work parts there one eyed heads having steam coming out of them in place of a right arm they had visible gears there left arm was a claw and they walked with three legs like a tripod all made of rusting copper.

A larger drill came up and form it came steam Smythe who held his cannon head, "Ben Tennyson the biggest thorn in my side to removing this accursed modern age of it's Accursed technology! I had not yet planned on coming face to face with you but when I spotted the light signaling this hideous abomination of women's arrival. clearly a mix of human and horried alien I had to step in and make sure they die!" he yelled!

He to tire on Rainbow dash who only tripped while trying to move but luckily she got picked up and moved out of the way by a blur that was Xlr8 and he put Her down.

the rainbow haired girl blinking seeing the symbol that was on the crab for moments ago and just assuming it was Ben, who was asking, "you ok? Sorry didn't caught my your name!"

Rainbow dash blinked and said, "Rainbow dash, and yeah thanks!"

The robots then moved towards ben as Smythe said, "you and that accursed omnitrix how dear you trade your humanity for it's power!" he yelled in rage!

Ben then hit the dial becoming Diamondhead making Rarity gasp happily in a moment Ben stomped on the ground making crystal spike come up and impale the steam powered robots as he said, "first up I trade nothing! The omnitrix let's me become other species! It was made to allow other being to understand eachother better by living like that do for awhile! It was made to bring peace to the worlds and as long as it's on my wrist that is what it will do! And second of all my grandmother was from another planet So not really that human to start with!"

the mane six how ever where standing back in shock as to them they just saw onepony take down a golem army in one second.

Twilight then remembered the dial touch and how he first changed and said, "that thing on his wrist! Or it was on it's wrist that where his powers come from! Btu wait Eon's thing on that arm looked different could.. how?"

Smythe Then charged his left hand morphing into a drill as he charged to watch, "then allow me to destroy the thing!" he roared in rage and Ben covered the dial with both his arms as the drill dug through his forearms making the ponies turned human's eyes widen in horror.

Ben just headbutted Smythe knocking him back in a moment his arms fell off form the elbow down making the ponies in human fleash's eyes widen in horror.

Only for in a moment the arms to regrow and Ben looked at his regrow arms moving them a few times before morphing one hand in to a sword.

Rarity's eyes gasp, "Made of gems, Makes more gem! Darlings this is the best thing ever!" she said happily.

Smythe covered his face and said, "Why do you defend them! You don't know them! They are not of this world! Why do you care Tennyson!?" he asked.

Ben Timed out and was human again as he said, "because they are lost and scared, they just want to find away home, and I'm a hero it's my job to help and protect others!"

Smythe uncovered his face he wasn't bleeding but it was cracked like it was made of plastic as both his hands became drills and he charged, "YOU CHOULDN'T EVEN PROTECT YOUR OWN MOTHER!"

Ben growled his rage over powering his shock at his face as he yelled," HOW DARE YOU BRING THAT UP!" in a moment he became upgrades and in a moment his hands grabbed and merged with the drills holding Smythe in place.

Rainbow dash was jaw dropped, "I have no words!" she said stunned.

Applejack's knees where shaking as she shivered looking at Smythe's face, "Something tells me humans aren't suppose to do that!?"

Twilight gasped and said, "No no they are not! I don't even thing aliens do that!" she said stunned.

Fluttershy was shaking behind Twilight and crying a little, "I want to go home where they aren't freaky super villains!"

Pinkie pie was in a tree crying, "SCARY SCARY!"

Upgrade's merge traveled up Smythe as he said, "You said I traded humanity, you're a machine! Pure metal!"

Smythe then jumped back making his arms snap off to escape upgrades form where his arms came smaller clawed ones came out as he said, "Flesh is weak boy so while I was old and dying sickened by the machines and way of modern life I knew what I had to do! I start replacing my old decaying parts with eternal metal till I was an eternally strong made to last for ever wonder of the world like all things my generation made!"

Twilight then yelled out, "DID HE JUST SAY HE MADE HIMSELF INTO A GOLEM!?"

Ben then turned to her and said, "yes he did!" he said stunned before turning back to the machine his upgrade eye glowing bright as he said, "all I'm hearing is the real Steam Smythe is gone and you're just a machine made to think and act like him! Your no different form your minions!" he then fired his laser blast hitting Smythe in the stomach.

In a moment the things face plate shattered as the head morphed into a copter drone letting out steam and smoke as he flow away and said, "we will meat again Tennyson and when we do it'll be the end of you and all the other freaks!"

Rainbow dash then yelled, "AS IF YOUR ANYPONY TO TALK!"

Ben then timed out and he pulled out his phone and five of the ponies turned human looked confused, So Twilight said, "that is a phone humans use them for communicating over long distance either by instantly sending message to somepony else phone or using two to talk over long range."

Ben nodded and said, "I'm messaging my girlfriend That what I found are six lost girls who weren't human originally her house is just down the way we should head there." The girls looked confused and he added, "do I hear any other ideas?"

they all shrugged and start to follow ben most of them still a little shaky on there feet.

While Twilight was walking like a normal human, Pinkie pie cart wheeled past her and she asked, "How?"

to be continued

omake.

While riding this jboy44 felt a tap and turned around to see Pinkie pie in pony form and he blinked, "I was afraid of this! What do you want Pinkie?"

Pinkie smiled and said, "Hi hi Mr. Writer man! I want to say I've read some of your works to know what we're in for and I have to say nice! Also I'm a fourth wall breaker and I didn't do that this chapter!"

jboy44 looked at her and flatly said, "You're braking it now!"

pinkie blinked and said, "So I am ok then sorry to bother you! bye bye!" she then left.

end omake.