Fourarms looked around as he leaped, not seeing anything worth-while as he went through the air. Everything around was forest, forest, and more forest, "Where's a town of adoring fans when you need one..."

As he hit the ground, he immediately went into another jump, continuing like this until he heard the inevitable beeping that came from transforming. Unfortunately... He was in the sky when it happened. In a flash of red light, there Ben was, short stature and all, deadpanning at his situation.

"Sometime's I just hate you, Omnitrix."

Screaming a very eloquent "AHHHH!" as he fell, he was fortunate enough to land in a tree. The bad news... He didn't stop falling.

"Ow!" he kept- "Ouch!" falling down- "Gah!" and hitting- "Ow!" one branch- "Unh!" after- "Eeyow!" the other, Thud!

Ben slowly rose up from his landing on the ground, quite a bit bruised and shaken, his vision spinning as he looked up at the offendingly tall tree, "Well, screw you too, tree!" shaking his head, he stood up fully, glaring down at his now red watch, "Come on Omnitrix! You couldn't have given me a couple more seconds to land?! Geez, it wasn't like I was FALLING TO MY DEATH or anything!"

Turning his attention back to the situation at hand, he looked around and tried to remember which direction he was traveling in.

He spun around, trying to find where he had flown in from, but the tree hadn't shaken one way or another to give him a clue, "I think it was... This way? No, wait, it was definitely this way... Maybe?" getting increasingly confused, he screamed out an annoyed, "COME ON!"

Ben took a couple deep breaths, calming down a little. He wasn't going to lose his cool, savior of the universe several times over panicking over a little loss of location? Kevin wouldn't let him live it down.

'Okay Ben, no need to panic, just choose a direction and stick with it. Might want to find shelter before the sun sets too...' The sun was already past the half-way point in the sky, and it was starting to get a lot darker in the already creepy forest, 'Don't want to be stuck with whatever animal creeps might be out here...'

Deciding to just go in the opposite direction of the sunset, he headed off, hopefully going towards somewhere with a phone to call Grandpa Max.

Scootaloo kept twitching in her sleep, her eyes fluttering, orange hooves moving as if she was running from something. Suddenly, her head shot up off her hooves and sleeping bag, "Princess Luna?!"

Scootaloo had been on a camping trip with Rainbow Dash, as well as her two best friends and their older sisters. She had insisted on Rainbow Dash going so that she could get in some bonding time with her, and so that she would hopefully get taken under her wing. However, she got scared by the ghost stories Dash told at night, and continually got spooked by everything around her, leading to her having some terrible, no good nightmares. But she couldn't, no, WOULDN'T let Dash know she was scared! It would ruin her only chance at getting THE Rainbow Dash to be her mentor!

Panting and wide-eyed, Scootaloo looked around and sighed in relief, her purple mane shaking slightly, "Ah... It was just a dream," she heard the sound of water dripping in the cave, and suddenly remembered what her nightmare had been about. With a gasp, she realized, "But the headless horse isn't!" she ran over to the cave entrance, looking out into the dark night, "Rainbow Dash said it lives here, in these very woods!"

Suddenly, from inside the cave, there came a terrible neighing, sounding sick and wheezy, but also, to the frightened filly's mind, HUNGRY, "Gasp! It's the wicked whinny of the Headless Horse!" she startled in a hurry and got out her scooter, jumping on and riding out into the night to escape the horse's echoing whinny's.

Behind her, in the cave, Rainbow Dash continued snoring, turning in her sleep, a sound somewhere between a chainsaw and a chalkboard escaping her snout. But even through that, her ears perked up at a disturbance...

With the noise of Scootaloo leaving so loudly, Rainbow Dash slowly woke up, stretching as she did so, "YAWN... What's all the racket?" she stood up on all four hooves, looking blearily around for the source of the noise, "Hey, Scootaloo, did you hear anything?"

"..."

"Uh... Scootaloo?" looking down at the sleeping bag that was right next to her, she saw a surprising lack of orange pony inside it, "Okay, where are you, Scootaloo?" Rainbow Dash flew around the cave, looking for the filly, but with a building worry she wasn't finding an orange pegasi in there.

With nothing else to go on, she could only look away from their campsite to the opening into the cold night and forest outside.

"Uh-oh... That's not good. I gotta go find her!" she raced out the entrance of the cave, scanning the forest as she looked for the foal, eyes wide and worried, 'Where could that filly be?!'

A short amount of time later, a streak of blue shot through the forest, dashing around tree-trunks faster than the eye could follow, stopping outside a cave.

He'd been looking around as XLR8 for the past few minutes with no signs of any human civilization, nothing concrete anyway, and not the slightest sign of a smoothie shop for miles.

It was well past night-fall when Ben happened upon the cave, thinking about stopping before doing anything else that night so he wouldn't fall over from being an eleven year old without food. He had to take a moment to pause outside though, noticing a burnt out fire-pit, "Huh... So there's people out here. I wonder if they've heard of the spectacular Ben 10! ...Though they might not believe I'm me. Imean, I am a kid again," with little thought, he ran into the cave, stopping in the center, looking around at the layout inside, blinking at the giant tent against the cave wall, opposite the entrance.

"How in the world did they set that up? It's HUGE!"

Staring a few moments longer, he shook his head with a shrug and put that out of his mind, turning to look towards the colorful sleeping bags right next to the tent. Two of them had people inside them, tufts of colorful hair poking out the top, while the other two were flat and empty.

"I wonder what they're doing out here... Well, only one way to find out!" he ran close to them, disappointed to see that neither were awake, "Uh, hello?" still nothing, "HellooOOOooo!" nothing again, "HELLO!" still, the two forms slept, their bodies gently rising and falling under the covers in the same smooth pattern as before.

"Just great... I finally find somebody out here, and they turn out to be deaf," grumpily folding his arms together he muttered a few choice alien words he'd picked up over the years, "Might have to give them a bigger wake-up call..."

What Ben didn't expect to happen was for a hard hit to the head, strong enough to knock him across the cave, slamming a slight imprint of himself onto the dirty walls before he slid to the ground.

"Ow..."

"Hey! Leave my friends alone!" he whipped his head around to the source of the voice... Then quickly rubbed his eyes.

"Okay, there are one hundred and one reasons that shouldn't be possible," flying in front of him was a short winged horse, colored light blue with a rainbow colored mane and tail, "Uh... Nice horse?" this day was getting weirder and weirder all the time...

"Who are you and what are you doing here?!" he frowned at her words. The current Omnitrix didn't have a translator in it, so this horse had to be speaking... And that could mean...

He stood up from where his outline had been embedded in the wall, staring strangely at the winged equine in front of him, "Uh... You wouldn't happen to know Dr. Animo, would you?" what he didn't expect in reply was to be sent flying by another hoof-punch to the face. But, to be fair, it was a legitimate question. I mean, seriously, look at her!

"Answer, the question! Who are you?!" this horse was starting to tick Ben off.

"Yeah, sorry, but I don't like giving my name out to rainbow colored mutants," he quickly stood up and ran forwards, punching the pegasus in the gut. ...Or at least trying too, as she simply flew up a few feet to avoid it.

"I'M the mutant?! Your the blue lizard with balls on his feet!" she quickly flew down in a speedy dash, aiming a hit headfirst into the velociraptor. She went sailing by as he turned into a blur of blue and black, dodging to the side and causing her to fly into the corner of the tent, collapsing it on top of two now very much awake ponies. Shaking her head to get rid of the stars, she flew up to get a birds-eye view of the area.

"And you say that so casually, when you're a FLYING horse!" XLR8 ran up one of the walls, leaping off the side and hitting the horse mid-flight, launching her into the opposite wall as he deftly fell to the ground, landing on both feet, "Soooo original, Animo!"

Flying off of the wall, she glared angrily at the blue lizard, "The name is Rainbow Dash!" 'Rainbow Dash' quickly flew down at super sonic speeds towards the speedy humanoid, intent on ramming him this time as a trail of rainbow followed behind her quick advance.

'This chick doesn't learn... All I gotta do is- before he could even think of dodging, the Omnitrix dial on his chest started beeping and flashing red, leaving him to look down in dismmay, "Uh-oh..." in a flash of light, XLR8 was gone, replaced with a four foo kid, with messy brown hair, a white shirt with a black strip down the middle, and green dargo pants. On his left wrist was a bulky grey watch with a green and black hour-glass dial on the face of it, where the numbers and clock hands would normally go.

Unfortunately, XLR8 was the only being to disappear, as Ben soon found out when a furry blue mass rammed into him, sending him flying against the cave wall. Black spots filled his vision as he stumbled a bit away from the cave walll.

He dizzyingly looked over to the shocked and panting pegasus in the middle of the room, "No, no Rook, you... take the Vulpimancer babies to Gwevin..." was the only thing he muttered before he passed out, tumbling to the ground.

Rarity was a lot more than mad: She was furious! She and Sweetie Bell had been sleeping peacefully in her build-itself luxury tent, when all of a sudden it collapsed from a collision on the corner. Being in beds on the top floor of it... She and Sweetie Bell had a bit more than a rough landing, and quite an entanglement to thrash their way out of.

"Whoever is responsible for this outrage, they are going to pay!" she and Sweetie Bell quickly untangled themselves from the fallen tent, walking away from it's fallen form, "My tent! It had all my dresses in it!"

Enraged, Rarity turned her gaze across the cave floor, flinching from a flash of bright red light, "No, no Rook, you... take the Vulpimancer babies to Gwevin..." were the muttered words she heard before turning her gaze to Rainbow Dash, standing in the center of the cave, panting. Directly in front of her and sprawled on the ground was what looked like a young Minotaur, only... It didn't have horns. In fact, it didn't really have any fur at all, just a scruffy mane on top of it's head, as well as a very interesting fashion choice of clothes. It had a pair of green trousers, 'Of all things Pony-like, why would something have a need for PANTS?!', a pair of white and black... Things, on it's feet, 'It's hooves must be terribly cramped from inside those,' a white shirt with a black stripe down the middle, 'That... Gets a pass,' and lastly, on it's left arm, was... Something grey, red, and black. Whatever it was... It was HIDEOUS!

"Good heavens, what is that ugly thing?!" Rarity yelled out.

"Gah!" Rainbow Dash exclaimed, startled by Rarity's outburst. She quickly tried to salvage her pride, "Uh, I mean... I don't know what it is. I don't even know how it got here! I was fighting something completely different from this... Thing."

"I wasn't talking about the creature, I was talking about that... THING, on it's arm!" she gestured with her hoof towards the unconscious human's left hand, "Look at how hideous it is! It's a crime against fashion!"

Suddenly a voice shot out from the cave entrance, startling both of them, "That... Was... AWESOME! Rainbow Dash was all 'Zoom, bang, pow!' while the lizard guy was all 'Ow, ouch, I'm so weak!' That fight was EPIC!" standing in the entrance of the cave was Scootaloo, her purple mane waving in the small breeze.

Rarity stared at her for a second, eyebrows raised in shock, "Goodness, Scootaloo, whatever were you doing outside this time of night? Especially with something like what Dash here was fighting out and about?!"

Sootaloo blushed and stuttered nervously for a moment, glancing at the ground and scuffing a hoof neevously, "Uh, well, you see, I, uh-"

"Was getting some nighttime flying lessons!" Rainbow quickly interjected, winking at the filly, who looked back at her gratefully, "But that's not important right now. The important thing is finding what the hay this guy was doing here!" she glared again at the unconscious being lying against the wall, "It was a giant lizard one second, and now there's a monkey! What gives?"

"Whatever it is, it sure looks cool!" Sweetie Bell said as she joined the conversation, finally out from under the piles of fabric and poles.

"Yeah, I wonder what kind of animal it is! And how did it get here? And where did that blue guy go?" Scootaloo poured out, looking towards the ponies' captive.

"GOSH DARNIT, NOPONY CAN GET A WINK OF SLEEP WITH ALL THE RACKET Y'ALL ARE MAKING! Now what the hay is going on in here?!" AppleJack yelled as she and AppleBloom got up from their bags with glaring eyes, staring grumpily at the other ponies. It was a quick walk for Applejack to ger over to them from there while Applebloom dragged her hooves behind.

"Well, you see, I was out giving Scootaloo some Night-Flying lessons, and-" Rainbow was suddenly cut off by the orange mares raised hoof.

"Explanations can wait 'till later, fer now you can tell me what in Equestria THAT thing is!" AppleJack raised her hoof, pointing it at the sprawled out biped.

AppleBloom glanced over at what AJ was pointing, and suddenly her attention was fixed on it, "Yeah, and whether anypony can get a cutie mark for taking one down!" AppleBloom started to rush over to it until AppleJack stopped her with a tug on her tail.

"Don't mess with it, AppleBloom! Fer all we know, it could be dangerous as a cockatrice in a hen-house!" she said, spitting Bloom's tail out of her mouth.

Rainbow voiced her doubts about that, "Eh, I don't think so. All it took was one hit, and it went out like a light. But just in case... You may want to tie it up. The lizard thing that was here before was almost as fast as I am!"

Grumbling about ornery pegasi and needing sleep, AppleJack got out her rope and lassoed the unconscious being, flinging it in the air, and then tying it up with a quick twirl of the rope. And just like that, the rope was coiled tightly around it's arms and legs as it fell back to the ground with another thud, and a pained high pitched groan. Though thankfully the creature didn't wake up.

Rainbow looked closely at the ropes, nodding in satisfaction, "Here's hoping we can get some answers out of it once it's awake."

"Like what it's doing with this horrendous accessory!" Rarity stated, putting a hoof on the grey device that was still showing from between the rope coils, "Whatever kind of race this creature comes from, they have no taste in accessorizing- !" unexpectedly the flat face of the wrist device glowed yellow with a beep right after she touched it, making Rarity jump back in surprise, "Gah!"

The fillies were pushed behind the mares as they stared at the strange beings watch, ready for, in their minds, anything.

...Except nothing happened. The yellow glow from the device died down, turning back to the normal green color it was before.

"...Okayyyy, what the hay just happened?" Dash stared intently at the bound being, looking like she was trying her hardest to steal answers by just looking at it, "We didn't imagine that, right?"

"Uh, guys?"

"We saw it alright. No clue what it's doing... You were the one to touch it, Rarity. Did you press some doohicky or whatever on it?" AppleJack said, not noticing AppleBloom trying to get her attention.

"Guys."

"I didn't do anything! I just put my hoof on it, and it turned a garish yellow. Ugh... I'd sooner let Nightmare Moon tuck me in than-" Rarity was cut off by a yell.

"GUYS!" everypony looked over to AppleBloom, Sweetie Bell, and Scootaloo, who were standing next to the weird creature and inspecting it, "Did this thing have a horn before?"

And indeed, as the three looked back at the creature, there was now a small horn poking out from it's fore-head, getting imperceptively longer the more they stared. The rest of its body seemed to be contorting bit by bit, compressing and stretching little by little.

That was the final straw for Rainbow Dash, "What. The. BUCK."

Ta-da! Chapter two, DONE! Tell me what you like about it, what you hate about, how much you've wanted to see Ben turn into a horse, all that stuff. Leave a like if you liked it, leave a review if you wanna comment on how terrible my story is. Come on, I can take it.

Next chapter, I'll try to further Young Ben's(The one in Teen Ben's body(Wow, I'm wishing I came up with a simpler plot...)) story. I wonder what I'll do for when he meets the princess's... Hey, don't look at me like that! I haven't planned that far yet, okay!

(Future Frazzle, maybe this wasn't quite the final act of Avengers level of fight scene, but I hope I did it justice. Seems past me relied a lot on the timeout feature...)