"I'm so glad to be with all of you again," said a very happy Twilight.

"Same here Twi," said Applejack.

"So where are?" asked Rainbow Dash.

"I'm not 100% sure, But I think it's alternate dimension were Discord had taken over," said Twilight.

"But this doesn't seem like anything Discord would do," said Fluttershy.

"Other then the cotton candy clouds, everything seems very dull and boring," added Pinkie Pie.

"It dose seem very unlike him," added Applejack.

"One things for sure, this one is way more powerful and dangerous then the one we know," Twilight stated. "We have to stop him before he causes anymore trouble,".

"Wait what about the thief?" said Pinkie Pie.

"Yeah we haven't seen that varmint seance we got hear," said Applejack.

"What if he's actually working for this world's Discord and is going to use the crystal to help him conquer other worlds ?!" said

"if I ever see that lizard again I'll wallop him!" said Rainbow Dash.

"We don't know if that's the case". said Twilight. "For now we need to stop this world's Discord and with the elements of harmony we should be able to stop him".

"Right !" said everypony.

"Come on lets go," said Twilight.

The Main 6 then went to go find Discord.

However, unknowing to the ponies, Ben was in the distances and he had herd what they all said.

"I guess I was wrong," he said as he looked at the darkened crystal in his hand and shed a tear.

Then Ben felt a horrible feeling. "Neerggaarrgg, That blasted goat-headed Discord!" A dark blue aura had surrounded Ben and his eyes glowed white. The sky darkened, something big was about to happen.

"You better believe it," said Ben.

The Main 6 had just arrived at the place where Twilight first met OD Discord.

It was just Twilight had left it, dull ,gray, and felt dead.

"Are you s-s-sure this is the place," asked Fluttershy.

"We know your here, Discord!" Twilight shouted.

Then Other Dimension Discord appeared.

OD Discord starred at them.

"So you managed to recreate your friendship" Discord said sarcasticly.

"Yes and we are not going to let you ruin this world any more !" Twilight shouted.

"Or any other world!" added Rainbow Dash.

"I hadn't thought of conquering other worlds," Discord thought. "Thanks for the idea, I'll have to try it after I dispose of you!".

"That's not going to happen you meanie!" shouted Fluttershy.

"Ready girls!" said Twilight.

The others nodded and took there stances.

They then tried used the elements of harmony on Discord. But for some reason they didn't work and Discord was still there laughing at them.

"What I don't understand ?" Twilight said confused "Did you really think that was going to work?" Discord mocked. "I stole there power ages ago, as long I'm still alive those trinkets are powerless!"

The main six were shocked and slowly stepped back.

"This time I'm going take away personality for good!" he then laughed and lunged his claw at them.

But suddenly it was garbed by a dark blue shadow hand.

"What, how dare you!" Discord said.

The hand was coming from BEN who was behind him and had a dark aura around him.

"Ben!" Twilight said.

"YOU HAVE BEEN ALIVE FOR TO LONG DONKY NECK !" Ben shouted with a fierce rage.

"Ben?" Twilight asked nervously.

The other hid behind Twilight.

"I SHALL NOT ALOAW YOU TO BURDEN ANYONE ELS WITH THE CURES OF LONELYNESS !" Ben then shot a dark blue laser from his other hand at the chimera.

"What, this can't be!" he said as the laser started to encase him in dark sapphire. But as this all happened, Ben's cloak come of and revealed the chameleon Twilight and her friends had been chasing, Only he was becoming darker and more monstrous.

"I may have not been able to defeat the you before in there true dimension but now I WILL END YOU!" Ben shouted.

"no, NOOOOOOHHHHHH," was Other Dimension Discord's last words. Then Discord was now nothing but a sapphire stature. It fell to the ground and shattered.

Ben let out a loud scream and was surrounded in a dark blue light. When the light disappeared Ben had become a terrifying monster.

The ponies were horrified.

"BEN you're the one that stole the-," Twilight was cut off by a monstrous roar from the beast.

"I have become THE EMBODYMENT OF LONLEYNESS!" the monster said with a roar. Then where Chantorlot once was, a dark blue castle of evil and darkness formed . The embodiment turned around and then cut open a portal with one swipe of his claw.

"You want the crystal so bad, well then come and get it, I'd like to see you try heheh!" the embodiment said with his monstrous evil voice and the crystal in his claw. He then jumped though the portal.

"Ben," said Twilight.

"What just happened!?" shouted a freak outed Rarity.

"He just destroyed Discord," said Applejack just as surprised as the others.

"M-m-maybe we should let him keep that crystal," Fluttershy said nervously.

"We have to defeat him some how," said Pinkie Pie.

"Maybe he has a secret weak spot that can destroy him?" said Rainbow Dash.

"NO!" Twilight said.

Everypony starred at her.

"We have to go help him!" Twilight said.

"WHAAAT ?!" all but Twilight shouted.

"Did you not just see how dangerous the thing is!" said Rainbow dash.

"That thing just destroyed Discord with one blast!" Rarity said.

"What if he blast us or worse he makes live forever and sends all of us to the bottom of a well, I CAN'T BE AT THE BOTTOM OF A WELL FOREVER ! Pinkie Pie said.

"But girls, he is the reason where not under Other Dimension Discord's spell anymore," Twilight pleaded.

"All he carers about is that crystal !" Applejack said.

"I know it doesn't seem like but Ben would not have saved us from that Green slime monster or helped us defeat Other Dimension Discord if he did only want that crystal !" Twilight said.

"B-b-b-but he so scary," Fluttershy said cowering.

"Please girls I just know that deep inside that monster is someone who really needs a friend and if I have to, I'll save him by-myself," Twilight said.

There was a moment of silence and Twilight started walking to the portal but was stop be her friends

"Wait," said Fluttershy.

Twilight turned around.

"He dose look scary but if you think he's good inside ,then I'll go with you," said Fluttershy

"Me to," said Pinkie Pie.

"Same here,". Said Rainbow Dash.

"Well I if your all going darling then I'm going to," Rarity said

"He may seem evil but if you think we can reform him then were right behind you Twi!" said Applejack.

"Everypony, my friends, thank you, thank you all so much". Twilight said with tears in her eyes. "Now lets go get Ben and show him that friendship is magic !" shouted Twilight. They then all jumped into the portal.

The ponies appeared in the castle.

The castle was dark blue like they embodiment , there were no windows, only dark halls, and the place seemed close to being a wreck.

"Boy this place sure is creepy," said Applejack.

"Its even worse then where we fought nightmare moon," added Rainbow Dash.

"And with even stranger decor," said Rarity.

The halls were filled with banners that showed a spiky dark blue crystal and the on the walls many paintings. One showed Ben loosing a battle with Discord. While anther Twiligh t's dream with Ben watching her from a far.

"It was Ben, he was the one in my dreams," Twilight said as she put her hove on the picture. "But why?"

As the ponies continued they saw many more pictures that depicted strange creatures.

One looked like a metal ball with a light blue eye, another resembled a kangaroo in a top hat, others resembled some sort of ninja turtles, one looked like a robot the resembled some sort of animal, and the last two looked like some soft of plant creature and a young cosmic person. All these pictures were very worn out and impossible to tell just who they were of.

"That gecko sure knows some strange creatures," said Pinkie Pie.

"ROOOAAAAARRRRR!" a loud roar came from up a head.

"Please don't push it darling," said Rarity.

"He must be this way, hurry!" said Twilight before she and her friends ran towards the roar.

After traversing the castle, The main six arrived in the evil throne room. It resembled the place they had fought Nightmare moon, but much darker .

"Well well my little ponies I see you have come heheh," a dark monstrous bone-chilling voice said.

Siting on the throne was the Embodiment of loneliness. He resembled Ben's chameleon form but he had mutated into a beast, his skin was a dark blue sapphire , his eyes glowed like full moons, he looked like the beast out from megaman battle network 6 gregar, his feet looked like panther claws only bigger, his head had resembled the metal overlord from sonic heroes, He had a sharp claw on one hand, arm cannon for his other, a long sharp tail shaped like a knife, he had sharp claws for feat and wore a brown torn cape that covered most of the back of his body.

"I see you have come for this," The beast said as he pointed to his chest.

"What happened to the crystal ?!" asked Rainbow Dash.

The crystal had become dark blue like the embodiment, had curved spikes on the top facing up and one sharp spike on the bottom pointing down.

"Where not here for the crystal Rainbow Dash!" grumbled Twilight to Rainbow Dash.

"LIES!" shouted the Embodiment. " The crystal is the only reason you've all chasing!"

"Ben please let us help you," said Twilight.

"help, ha I know you just want this crystal back" the beast accused. "The blue one just proved it!" he said as he pointed his claw at Rainbow Dash. Twilight gave a annoyed look at Rainbow Dash. Rainbow Dash replied with a face that said oops.

"And I was really starting to think you could have helped me and that there were still good creatures in these worlds," said the Embodiment. "But all you care about is getting the crystal, ending me, and fulfilling your own selfish goals!"

"That's not true Ben," pleaded Twilight.

"I am the Embodiment of loneliness !" He shouted has he stood up, his voice sounding like thunder. "I am only meant to be lonely!"

"But why, why are you so lonely ?" said Fluttershy.

"Why am I lonely you ask !?" He was getting angrier.

"I've never been able to have a true friend," the Embodiment said. "When ever I thought I had friends they would all leave me eventuality," he began to sound sad. "And even when I finally found true friends They were taken from me all 6 of them".

"Wait a minuet, all 6 ?" Twilight pondered. "It all makes senses now, you the leader of the 7 heroes". Twilight said. "Heheh,so you finally put it to getter". said the embodiment. "My blundering coasted them there lives and now I have no one !" he said with a tear in his eye.

"But Ben we could be your fri-" Twilight began.

"Enough talk," the beast spoke. "the final battle begins now *ROAR*!"

Creature of sorrow

Embodiment of Loneliness

The Embodiment of Loneliness began by creating a force filed around him. He then started rapidly blasting crystal ball like orbs out of his arm cannon.

The ponies scattered to evade the blast.

"Please listen!" Twilight pleaded.

"No, I will not be devised !" The Embodiment of Loneliness shouted, struggling to block Twilight's kind words out. He then stomped the ground and sent shock waves that sent the ponies flying.

"I don't think he can hear you in this state," said Fluttershy.

"Maybe if we can weaken him enough, we might be able to use the elements," said Applejack.

"I think you might be on to something Applejack, but as long as he keeps attacking us we won't be able to get a clear shot," said Rarity.

"Hows this for a clear shot!" Rainbow Dash then tried to charge him, but was knocked back by the force field.

The Embodiment of Loneliness laughed at her failure.

"Why you!" said Rainbow Dash.

"Wait look at the force field," said Twilight.

There were crystals floating around in the force-field that appeared to be powering it.

"If we destroy those crystals, it might lower the force filed," said Twilight

"On it darling!" said Rarity as she fired a magic shot at one of the crystals. The crystal shattered causing the field to weaken.

"How dare you!" The Embodiment of Loneliness shouted.

Pinkie Pie then presided to blast another crystal with her party cannon, shattering it as well.

"Stop it you irritating pest!" The Embodiment of Loneliness shouted. This time firing some more shots at the ponies, causing many explosions and debris to fall in the proses.

Applejack then bucked one of the falling debris into the last crystal, which finally shattered the shield.

"Curse you!" The embodiment of loneliness fired a dark blue beam from is blaster. The ponies dodged it.

Then Rainbow Dash charged him , knocking him back.

"Nnaaarrrhh!" the Beast groaned after recovering from the charge. He tried to ponce Rainbow Dash, but missed her just barley.

Fluttershy then snuck up to him and gave a small punch.

"uffhhh" she said as she softly hit him. The beast turned around and roared it her.

"Eip !" she said nervously.

He tried to slash her but Rainbow Dash swooped in and saved her. The embodiment then rapidly fired dark blue orbs at Rainbow Dash. The Pegasus was able to evade. Rarity fired some magic bast at the beast. "YARRRGGGG"! He said slowly in pain. He then jumped high and slashed his claws multiple times and made sword err claw beams.

The ponies evaded. Applejack ran up and gave the embodiment a powerful kick that sent him backwards.

"Geerrr"! said the embodiment as he slid back. The Embodiment spread his arms out and summoned thorns from behind him that shot towards the ponies after he pointed. The ponies quickly evaded them. Applejack then lassoed his tail but the Embodiment just grunted and whipped her aside.

"I'd say nice try, but it wasn't"

He then got on all fours, and rapidly shot spear like thorns from his tail. Some had pinned down Rarity by the tail. "Oh no, not the tail!" she screamed. The embodiment then shot a lonely beam at her. But Applejack tackled her out of the way just in time.

"Thank you Applejack," said Rarity.

"No problem," replied Applejack. " Sorry about your tail,"

"Wait what?" but before Rarity could check her tail. The Embodiment of Loneliness shot more blast at them.

But just before the ponies were annihilated by the blast. Rainbow Dash swooped in and saved them.

The beast snarled, then stomped the ground, causing many pieces of the ground to come up as if he was earth bending. He then pointed at the ponies and made the projectiles fly towards them. The projectiles hit knocked the ponies back with great force.

"Haha, now TAKE THIS!" The Embodiment of Loneliness then slashed two claw beams creating a X shape, he then blasted it with his shots, sending toward the ponies at tremendous speed.

Twilight quickly used a teleport spell on everypony to evade the attack. However, the ponies were beginning to get exhausted for the Embodiment of Loneliness's attacks .

"That all you got," said Rainbow Dash trying to sound confident but was getting really exhausted.

"Shut-up fools !" he shouted before blasting more shots at them.

the ponies beryl dodged.

"Where, not, giving in, yet!" Twilight said, panting from exhaustion.

"Graarr, feel my wrath !" The Beast then went berserk in a fury of rapid blast and dark claw beams

The ponies tried there best to dodge, but could not escape the lonely monsters barrage. They were all knock down, struggling to get up.

The beast then lunged towards Twilight and grabbed her by the neck.

"Twilight !" shouted everypony

"I will not be stopped, not even, by you!" The Embodiment of Loneliness.

"You don't have to do this Ben!" Twilight pleaded. "You don't have to be a monster, you don't have to be lonely.

The beast just starred at her, with what seemed almost sorrow, as if he was starting to believe her.

"It's to, lat- aAAARRRGGGGHH!" he felt a pain coming from his heart, this caused him to drop Twilight and stumble back.

The others ran to Twilight's side.

"Don't worry girls I'm fine," she said as her friends helped her up

the embodiment looked at this and then beast snarled and roared with anger.

The beast began to grow larger.

"Whats happening to him?" asked Fluttershy.

"Don't you see!" the monster said as he towered over the ponies. "Your friendship only mocks me and remind me of what I can never have!" he then stomped the ground causing the dark blue pillars to trap the ponies. The beast then shot a giant dark blue beam of loneliness in-golfing the ponies in its fury.

"Perish fools!" the Embodiment of Loneliness shouted with all his rage.

But then the beam stated glowing with a rainbow colored light.

"Huh, w-whats this?" the monster said. The light began began to fight against the loneliness. "What, what is this power ?!" shouted the embodiment.

The ponies where okay and were using the elements of harmony to fight the beam of loneliness.

"It's the magic of friendship!" said Twilight. The power of friendship was able to completely overpower the darkens of the lonely laser beam.

"Friendship?" the beast muttered before his let a final scream . "Gaaaaaaaaaaaaaaaaahhh !"

Then the everything faded to white in flash.