Ben age 17 still in his alien force outfit was at a green farm house looking at the wrist that use to hold the utimatrix, now empty as he sighed.

Flashback one year ago.

Ben was on the ground after beating Vilgax who had absorbed Diagon, the utimatrix shattering as he spotted Azmuth and he happily said, "Hay Azmuth here to give me to the Omnitrix?"

Azmuth sighed and took the sword away as he sadly said, "Sorry Ben but This whole thing happened because I made that sword! I feel like I'm cursed I want to see what the universe would be like if my inventions were not in it for a while!" he then vanished leaving Ben shocked.

The utimatrix then finally broke as Ben teared up!

End flashback.

Ben sighed as he walked around the farm house all alone sadly saying, "witness protection to my whole family with out power to keep them and myself safe form the villains, now that Ben10 is gone!" He growled punching the Wall in rage looking at his bear wrist. "Azmuth! YOU IDIOT! YOU WHERE NOT THE REASON FOR IT YOU WHERE THE REASON IT STOPPED! THE REASON SO MANY LIVES WERE SAVED! HOW CAN YOU HAVE WATCHED THE LIVES I SAVED WITH YOUR WATCH AND VIEW IT AS EVIL!? YOU HAVE LOST YOUR MIND!"

He growled in rage before he heard clapping and he turned with a gasp to see a strange creature that looked like it was made form mix and match parts.

The creature laughed happily as he said, "Oh Relax Benny boy I'm not one of animals creatures I'm Discord the son of paradox! Do not ask about my mom! Don't do it and we'll get along fine!"

Ben Blinked in shock as he nodded and said, "What ever Kevin's looked weirder then you and what's up I thought you fourth dimensional guys couldn't get involved in small stuff."

Discord laughed happily as he elbowed Ben happily saying, "My dad lives in the Fourth dimension of time! I'm In the thirteenth Dimension of chaos not only do I out rank my dear old dad I'm way more powerful then him! And as a creature of Chaos with can be a force for good and evil, just like a tool like say a sword or watch!"

Ben Raised and eye brow and Discord magic out a create in the create where Ten baby pony like aliens. The oldest one was wearing a caller that said Celestia, the second oldest one had a name caller saying Luna, the third oldest one's caller said Big Macintosh, The next ones where all the same age with name tags reading twilight sparkle, rainbow dash, Applejack, Rarity, Fluttershy, Pinkie pie, and Braeburn.

Also in the crate was the same sphere the omnitrix came in as Ben's eyes widen and Discord smiled happily and said, "in the crate are Ten infants of a sentient race form a corner of the cosmos that is so filled with magic they have geo centric systems, but there Sun died. And I was only able to save a few with I'm been offering this test to, you can only big one thing Ben With pony do you save? Or will you get your watch with I lovingly put back together by mixing the omnitrix and ultimatrix parts "

Discord smiled elbowed Ben's arm and he said, "You can only pick one thing Ben the others go to someone else. What matters more to you protecting a scared child with no home to go to or your watch?"

Ben looked at the Ten sad babies ponies crying and Ben growled before he looked to the crate and he smirked and happily said, "I pick the crate and as the crate holds all of them I get all of them!" He said with a smirk.

Discord rubbed his beard and looked mad before braking out in a happy smile and hugging Ben who was shocked, "YOU PASSS! You are the first person to think of that take a third option Thing! My dad was right about you Benny boy!"

The Sphere opened and the omnitrix as it use to look when he was Ten appeared on Ben's Wrist now showing a Hologram of one of the ponies as Discord said, "I added there DNA to the thing, and Azmuth has no more control over it! It's not his watch it's yours remember that now byebye welcome to parent hood and be seeing you around Ben!

Discord then vanished as Ben looked to the Ten scared little ponies who all start to cry and Ben in a moment pushed down the Dial becoming a member of there race.

His form was an Alicorn, with Green fur darker green tail and mane that was long flowing and seemed semi-ethereal, his bright Green eyes remained, and the omnitrix was right below his neck. His cutie mark was a double helix with the omnitrix symbol. Ben then called out, "Double Helix!"

the Ponies all stopped crying as ben out of instinct made his horn glow using magic to help the baby ponies out of the crate as he laid down and they trotted over to him and nuzzled him Ben nuzzled back with a smile calming the ten down till they fell a sleep.

Later on in the Living room of the Farm house Ben had the Ten sleeping ponies laying on pillows with blankets over all of them as Ben in human form walked into the Kitchen and he sighed when somekind of sense went off and he whispered out, "Azmuth!"

Azmuth was behind him holding his cane, "How did you fix it!?" he seemed shocked and angry.

Ben turned around crossing his arms, "I didn't Paradox's thirteenth dimensional Son did, and he only gave it back to me because I passed his test!" he was clearly angry but was acting like he was calm.

Before Azmuth could open his mouth bandages wrapped around his mouth and body and Ben was snare-oh growling, "Save me your insane rant! And it is insanity! The omnitrix was saving lives protecting people doing everything you want it do yet you took it away! Dooming millions do the math how many lives are ruined and how mean ended because Ben ten wasn't coming to save the day? How much Blood is on your tiny Grey hands right now! You have either gone crazy or you are truly heartless like Zennith thought!"

Azmuth's eyes widen as Ben hit the dial to becoming Double helix a race Azmuth had never seen before and his freedom form the bandages was short lived as Magic now held Azmuth in place his mouth shut.

Ben's eyes glowing as he spoke in a whisper version of the royal Canterlot speaking voice and said, " I use to think of you as a friend maybe even Family, but that is gone when you doomed millions because you didn't want your tech to be used well this isn't your watch anymore! Yours is at home untouched unused and being useless! This is my watch! The one being used to keep others safe! Now I never want to see you again! Never leave Galvan mark ii again!"

In A Flash Azmuth found himself back on his home planet and form that day forward should he even try to leave he would be teleported back to it by Ben's Spell!

Back on earth.

Ben timed out and walked over to a door when he heard a knock and yawned and cracked it to see two guys in black suits as he sighed and said, "What can I do for you kind G-men?" he said clearly tired.

One of the Men said, "are in investing strange reports we are with the.." before they could reveal what unit they where with Ben opened the door letting them see the Ten sleeping ponies as Ben pulled out a plumbers badge.

Ben smirked and said, "I am a plumber I out rank you! And as you can see this is clearly an alien related event You have no business here! So if you want information go back to your office have them send another Red spot and I'll happily report to that officer. Then that officer if he or she wishes too will fill you in! I didn't make the system I'm just following it's rules guys."

the other G-man nodded and turned saying, "Fair enough Come on partner we need to go request a red spot."

Ben then closed the door looking at the badge blinking as he asked, "where did you come from?" he sounded Confused as he put it down and turned to lay down on his couch In front of the ten baby ponies, where he watched them, "going to need to go get baby stuff, Well I have Clockwork it'll take no time at all! Depending on how look at it!"

A Clockwork showed up with crates of baby stuff and Ben turned into Clock work got up and entered a portal leaving the other Clockwork to return into ben and lay down on the couch with a sigh as he said, "What the is happening in my life!"

The next day Ben was putting the baby ponies in diapers will Not Celestia and she shown she knew how to use the toilet.

Ben Smiled as he watched the ponies move around playing,

Big Mac and Applejack where trying to push the couch.

Twilight was looking at the book shelf with a big smile on her face.

Rainbow dash was hovering an inch off the ground with her wings clapping happily.

Fluttershy was building a pillow ford and went to hide in it with a smile.

Rarity was looking at the tv with was showing a documentary on Gems and she was giggling happily at it.

Celestia was eating some Hay showing she could eat solid food with a smile as she used a front hoof to tickle Luna making her giggle happily.

Braeburn was trotting around with a cowboy hat on giggling happily at it.

Ben smiled before he heard something and got up and walked off not knowing Celestia had followed him, the little Filly was at the door way of the back door looking in the backyard at, where here eyes widen.

She saw Ben facing what looked like Animo.

Animo chuckled as he whistled to call forth a mutant gorilla horse hybrid and he laughed as Animo said, "Oh Ben I finally found you following the strange DNA Signatures my scanners picked up! You are helpless and Boxer smash him so we may find that strange DNA!"

In a moment the mutant charged only for Animo's eyes to widen as Ben became Diamond head and punch the mutant in the face knocking it out and Animo backed away in fear saying, "It's Impossible it was destroyed and Azmuth's old age finally got to him! You are suppose to be helpless! Powerless a normal human for me to crush!"

Ben chuckled as he hit the Dial and became headblast and made a fireball and throw it at Animo making him roll around on the ground to put out the fire as he yelled.

Ben then hit the dial again becoming Teleportal and opening a portal below Animo making him land in a jail cell as the portal closed.

Animo sighed as he sat down and looked over to see Rojo was in the cell with him and he sadly said, "BenTen's back! And he fixed his watch some how! The glory days are over My friend!"

Rojo then growled and cried out, "NOOOOOOOOOOOOOOOOOOOOOOOOOO!"

to be continued.