The mane 6 where in a completely white area.

"Where are we?" asked Rarity.

"I don't know," said Twilight.

"What happened to The Embodiment of Loneliness ?" asked Pinkie Pie.

"Oh no, Ben," said a very concerned Twilight.

"I am defeated," said a voice.

The girls then looked to see the Embodiment of Loneliness kneeling as if he was hurt.

"I know when I'm beaten," said the sadden Embodiment. "Take it I could never get to work anyway," he sighed as he pulled the crystal out of his chest and rolled the it to the ponies.

"Ben," Twilight said with concern.

"You've got what you came for please just go," He said as he lifted his claw and opened a portal to Ponyvile. The beast then lied down with his arms crossed and sighed.

"There has to be something we can do to turn him back to into Ben," said Twilight.

"Maybe we can use are elements on him again," suggested Rainbow Dash.

"As good of plan that might sound darling, you saw what they did to him back at the castle," pointed out Rarity.

"If we use them again it could destroy him". said Fluttershy.

The ponies frowned.

"Oo maybe if I did something super duper funny it might cheer him up," said Pinkie Pie.

"Are you sure that's a good idea?" asked Applejack.

But Pinkie had already zipped off.

The embodiment looked at the ponies

"Why are you still here BEGONE!" said the monster. "Wait what in the name of ding-wall is that pony doing !?"

Words can not describe the hilarious and comedic silliness Pinkie Pie had pulled off.

"hehe ahah HAHAH AHHAHAH!" the Embodiment had bust out in laughter.

"I haven't laughed this much in what feels like eons," He said as He trying to stop laughing.

Then suddenly they element of laughter shot off Pinkie Pie and on to the embodiments arm.

"Gahh what was that and why dose it feel good?" said the beast as some of his monstrous features started to disappear. However, he then remembered his sorrow and went back to his depressed state.

Twilight thought for a moment and then knew what they needed to do to help Ben.

The ponies then huddled.

"Girls I think if we show him the elements of harmony in action we might be able to free him from his curse of loneliness." said Twilight

"Say no more," said Applejack has she walked closer to they embodiment of loneliness.

"Howdy partner," said Applejack.

The beast looked up at her.

"What do you want?!" the beast groaned.

"Nothing, except for you to feel happy to be honest," Applejack said in a friendly way.

The beast looked at here, Before sarcastically saying "Yeah right,".

Applejack thought for a minute, trying to figure out something to cheer up the loneliness filled creature.

"Hey I was just wondering ,if you've been in Equestria since we battled Discord how come we haven't seen ya around ?" Applejack said to the embodiment.

"Why do you care ?" the beast grumbled.

"Just tell me sugar," said Applejack in a comforting way.

"Fine," The beast said as he rolled his eyes. "After roaming through countless dimension I some how found myself in yours,"

Flashback to when Discord took over.

A portal opened up in the sky,which Ben in his chameleon form proceeded to fall out off.

"AAAAHHHHHHH!" He screamed as he fell toward the hedge maze and then crashing in the garden.

"Needles to say, I hadn't herd the best things about your world so I was a little nervous when I arrived," Ben then realized where he was, and quickly turned invisible.

"Then I noticed the six of you and that nasty goat head Discord,"

"From what I saw, he had just taken away some horns and wings and what not, I was rather confused with what was going on,"

"I didn't really see what happened in the maze, but I had gotten an idea of what had happened,"

"When I found out what that jerk did to all of you messing with your minds stealing friendship fire burned in me," The beast continued. "So I battled Discord, it was an epic clash of choas indeed, but in the end I was not strong enough and he knocked me out" the Embodiment continued "and when I finally woke up he was but a statue"

end of flashback.

" After that, I have been hiding with in your world ever since and eating any food I could find" said the Embodiment.

"Then you were the one who ate Twilight's cake" said Pinkie Pie.

"I'm sorry I was just so hungry" the Embodiment said.

"But why didn't you just ask for some food ?" asked Applejack.

"I've seen horrible things throughout my resent travels, people acting so mean to there supposed friends and family," The Embodiment snarled as he griped his claw. "Those worlds warped my mind, I guess by the time I had got to your world I just didn't think anyone was trustworthy," he said with a sad look in his glowing white eyes.

"Well Equestria isn't like those other worlds," said Applejack, which caught the embodiment's attention.

"It's true that some folk ain't to nice, but most ponies or what ever kinda of creatures you've met are general nice and trustworthy," said Applejack. "Well at least that's what I believe,".

"Well now that you mention it, you ponies do kinda of seem, trustworthy, maybe?" the Embodiment of Loneliness said. "It almost, like I can feel truth in your voice,".

Then the element of honesty shot on to the creatures other arm.

"Gahhh what again !?" the beast screamed.

Then Rarity walked up to the beast with the crystal.

"You can have the crystal back darling" Rarity said as she rolled the crystal towards the beast.

"What, no you have worked to hard defeat me you earned it". The monster replied.

"Yes but, I think you need it bit more then we do," replied Rarity.

"But won't you fail your quest?" said the beast.

"But you went through so much trouble to get this in the first place I insist that you have it ," Rarity insisted.

"But I should not have stolen it please its yours," he said as he tried to give it back.

"Look darling since we don't really need the crystal all that much," said Rarity in a sweet tone of voice "Also for someone who claims to be so nasty, your actually very generous yourself,".

"Well, maybe, but?" said a confused Embodiment of Loneliness.

"Take it deary, trust me its okay," Rarity said as she put the crystal in the beast's claw.

The Embodiment looked at the crystal and looked at the ponies.

"How are you so-,"

before he could finish, the element of generosity shot off of Rarity and on to the monster's left leg. "Aaahh my leg!" the monster groaned. Also the darkness in the crystal was beginning to fade, and something was beginning to shine with in it.

Fluttershy then walked up to the beast.

"um ," she started.

"What!?" the beast said.

This scared Fluttershy "Meap, I'm so sorry," she nervously said.

"Oh, I'm sorry if I frighten you," The beast apologized while feel very sad about his behavior.

Fluttershy felt bad for him, but then smiled.

"Hey, its okay, it was an honest mistake," she said kindly.

"heheh normally I'm the one who's to scared to talk." The Embodiment said.

"Really, I know just how that feels," said Fluttershy.

"I never meant to hurt anyone that's why when I fought you I used the 1-up mushrooms," The beast said.

"1-up?" asked Fluttershy. "Oh so that's what those green mushrooms are called,".

"Yeah if I gave you one of them then if I beat one of you ponies you would just be sent back home, and wouldn't get hurt by my foolish antics," The Beast said.

"Really?" asked Fluttershy. "Well that was pretty kind of you,"

"Hm, what do you mean ?" The beast looked at her.

"Well, any other monster would just probably just have tried to destroy us,". said Flutershy "But you went out of your way to make sure we didn't get hurt, even know you didn't even know us that well,".

"It's not right for good creatures to get hurt," The beast replied. "Though I must say, its been quite some time since I've seen anyone that was as kind as you ponies, how are you all so nice?"

Then they element of kindness shot on to his right leg.

"Oh why, I don't understand!?". The beast cried.

Then Rainbow Dash flew up to him.

"Y'know, for some one who calls himself the embodiment of loneliness, you sure care a lot about your friends," she said.

"What are you talking about Rainbow, what ever your name," He groaned. "I don't have anymore friends,"

"So the other six heroes aren't the reason you stole the crystal then" Rainbow Dash casually asked.

"That's none of your business". He said as he turned his back on her.

"Ahhh com on, they have to be why you wanted to get the crystal so badly." she persisted.

"Maybe so!" the beast snarled holding is pointing his sharp claw at Rainbow Dash. "But that doesn't matter anymore, their all gone," He said as he tried to hold back the pain.

"Hey, what actually happened back then," Rainbow Dash asked in a more sincere tone.

"When the darkness had returned, we weren't able to win". The beast started. "But it was my fault,all I carried about was getting rid of that demon of a girl. The Embodiment or Loneliness said as a tear slipped done his face. "My anger blinded me and I wasn't able to stop her or save my friends, all I could do was let her destroy me".

"But you lived," said Rainbow Dash.

"I faked my death," he said with much regret. "I would have returned, but the evil was to strong for me, but I thought there might be something that would make me strong enough" he then looked at the crystal before loosing his hope.

"But whats the point they may already be dead," He sighed

"But don't you know the rest of the legend ?" Rainbow Dash asked.

"Hmm what do you mean?" the sadden best asked.

Rainbow Dash then pulled out the book about the seven heroes and turned to the last page.

"They were all able to seal the darkness and escape," Rainbow Dash said.

"T-there alive, t-t-there not gone"? As he stared at the book with astonishment..

"See, your friends are still out there, and I bet they've been looking for you too," Rainbow Dash said.

"Maybe so," The Embodiment of Loneliness said as he started to smile.

Then the element of loyalty shot on to the embodiment's neck.

"HOW is this happening"!? the best said starting to loose balance.

Then Twilight walked up to the beast who was now nearing and breathing heavily .

"Ben, please tell me why did you gave me those dreams ?" asked Twilight in calm sweet tone.

"Out of all my years of traveling I have never seen some one so nice, so caring, and wonderful as you Twilight," said the Embodiment. "It was the only way I knew how I could be close to you" the Beast continued "I'm just not worthy of someone as amazing as you," The beast said like he was about to cry.

"Oh Ben," Twilight said with a smile as she wiped away the tears in the monsters eyes. "You don't have to be perfect for me,".

"I don't?" he asked.

"Of cores Ben, all of us are different, each in are own special way," Twilight said. "it doesn't matter who or what you are, you should always give friendship a chance,".

"Twilight," he said as he stared at her and thought about what she said.

Then the element of magic hovered and then shot on to the Embodiment's head, knocking him back.

"YAAARRRRCH!" he screamed as he flew backwards.

"W-why, why are you all being so nice to me?" the Beast asked.

"Because we want to be your friends!" Twilight answered.

"What, but why ?" he said with confusion "After all I've put you though, all the dangers, all the suffering, why would you ever want to be friends with a evil monster like me?"

"But your not an evil monster Ben, you just need a friend," said Twilight as she extended her hove to him.

"Friend?" the embodiment said slowly.

Then the lonely powered beast slowly with a bit of hesitation reached out his claw to Twilight's hoof. After the dark claw touched the hoof the blank world was filled with a beautiful light that coverd everything.