Ben 10: Protector of the Omniverse
Season 1, Episode 2
Written by UltiVerse
Directed by UltiVerse
Episode Guide
The Serpent's Temptation




[Ben]: (sighs) Look, cuz', my hero days are over. I made that choice. Plus, I don't have the Omnitrix and people never really liked me anyway. I'm better off this way, Gwen. I'm where I wanna be.

[Gwen]: Don't you realize you were meant to do greater things? You're throwing away your potential. I'm not asking you to stop an invasion or anything, you should go back to your roots. You know, bank robberies. You don't have to save the world.

[Jeremy]: It's time for you to come home.

[Kevin]: I left years ago, I said I wasn't comin' back.

[Jeremy]: Oh, you will come back, one way or another.

Kevin rushes to Collin's side. There are bruises on his face and arms.

[Jeremy]: We'll give you time to pack your things and say your goodbyes.

Kevin looks at him for a second then turns back to Collin, pulling out his phone and dialing 911. He puts his phone to his ear.

[Kevin]: Hello?! 911? I have a friend who needs immediate help!

[Blue Galvanic Mechamorph]: The Infinimatrix. Now.

[Galvan]: Mechamorph armor. Nice one, Azmuth.

The armor-clad Galvanic Mechamorph's head lowers to reveal Azmuth's.

[Azmuth]: Who are you?

[Galvan]: My name... is Zargon.

The helmet of the suit unveils itself, as Azmuth is ejected from the suit.

[Azmuth]: NO!

Zargon watches as Azmuth holds his breath, but then suffocates. Through Azmuth's point of view, he gasps, each moment getting sharper and sharper. He holds out his hand to Zargon as his eyes flicker, and life escapes him.

[Myaxx]: We need your help. You need to come to Galvan Mark II as soon as possible. We just had an attack a few hours ago. Someone broke into the lab and a fight broke out between him and Azmuth.

Gwen walks towards Ben and Max while Kevin looks after the thugs.

[Myaxx]: They went to space, Max. I sent guards to look for him but they still haven't found him. I think something happened to him.

[Ben]: P-Please tell me...

Myaxx looks away. The three of them look at each other before walking towards the coffin. They look at it and find what they were expecting; Azmuth in the coffin, eyes closed.

[Myaxx]: I know you said you weren't going to put on another Omnitrix, but-

[Ben]: I'll do it.

Gwen, Kevin and Myaxx raise their eyebrows, shocked.

[Ben]: For Azmuth. I really wasn't expecting to come back to the hero business. (looks at Gwen and Kevin) Especially after what happened. (looks at the sphere) But I guess destiny calls.

[Myaxx]: Behold the Infinimatrix.

[Infinimatrix]: Host DNA detected.

It latches onto Ben's wrist as it tightens around it.

[Ben, turning to face Gwen and Kevin]: It's hero time.

He extends a hand at the two.

[Ben]: For Azmuth.

Galvan Mark II
Eraitla 15, 200016, 1:00 PM Galvan Time

The scene starts with a screen being displayed on a skyscraper in the middle of the Capital City. A crowd of beings of different species, the majority of them Galvan, is looking at the screen. No sound is heard from anyone, as all stand together to watch above. Ben's face is revealed on the screen, as it zooms out to show him on a pedestal below the screen. The crowd is divided in two, as Azmuth's coffin is placed in the very middle, guarded by Galvan soldiers.

[Ben]: Today, we stand together as one.

Plumber's Academy
January 27, 2014, 9:00 AM EDT

We cut to Plumber's Academy, as the cadets stand in formation, saluting Azmuth while observing a large hologram of Ben on a pedestal. Magister Hulka is in front of them all.

[Ben]: We stand together because of the achievements Azmuth made for the benefit of infinite worlds. His inventions, his deeds, his life.

Incarcecon, Null Void
January 27, 2014, 9:03 AM EDT

We cut to the Null Void Incarcecon, in the cafeteria, as alien criminals of different kinds eat their food. Ben's voice is heard over the intercom, as some criminals cheer, and others remain dead silent.

[Ben]: Because Azmuth gave us all a chance to redeem ourselves.

At the very back of the cafeteria, we see Albedo eating. As he hears Ben's words, his eyes widen in shock.

Unknown Realm
Date, hour Timezone

We cut to Professor Paradox's realm, as he peers into a portal to Galvan Mark II, watching the funeral.

[Ben]: Because Azmuth saw greatness in the galaxy.

Professor Paradox sighs.

Plumber Headquarters
January 27, 2014, 9:04 AM EDT

We cut to the Plumber Headquarters in Bellwood. A large monitor with a keyboard underneath displays the funeral, as they all sit together and watch.

[Ben]: Without Azmuth, we wouldn't have something to defend ourselves with.

Galvan Mark II
Eraitla 15, 200016, 1:05 PM Galvan Time

We cut back to Galvan Mark II, as Ben continues his speech. No one has moved an inch.

[Ben]: We stand together because I'm here to tell you...

He scans the crowd as he sees Max with Gwen, Kevin, Tetrax, Gluto and Myaxx. Max gives Ben a reassuring smile.

[Ben]: ...I'm going to continue Azmuth's legacy.

Ben lifts up his arm, to reveal the Infinimatrix.

[Ben]: We stand together to remember Azmuth. Small in size, but with the brains and spirit of a giant. I will personally remember him as a mentor, leader, and most of all, a friend. Thank you.

Ben steps off the pedestal, in silence.


We cut ahead a while later to the newly-built Azmuth Memorial Park, where a hole is dug in the ground. Azmuth's tombstone is there, which reads "Rest in Peace, Azmuth the First Thinker." Immediately surrounding it are a few Galvans, including Blukic, Driba, Zennith and Azmuth's father. Galvan soldiers arrive, carrying Azmuth's coffin. They gently set it down into the hole and land on the ground. They salute him.

[Zennith]: (sobs) I'm sorry for- for inhibiting your brilliance. (sniffs) You truly were ahead of our time.

She kneels and cries even more as the soldiers begin filling the hole with dirt using shovels.

[Retaliator]: Goodbye, my son. (tears up) I will never, ever forgive myself for neglecting you.

The camera pans out a bit to reveal a large (even by human standards) statue of Azmuth towering over the entire park. Everyone stares at the grave for a while, before dispersing. Ben turns and walks towards Azmuth's statue, looking up at it in deep thought, sighing. As he hangs his head, he is interrupted by footsteps. He raises his head slightly and turns to the right to see Myaxx.

[Myaxx]: Didn't expect the day to come, huh?

[Ben]: Did you?

[Myaxx]: He was always too stubborn to die. Didn't even think it was possible. It all happened so... fast.

[Ben]: Any idea who the killer is?

[Myaxx]: He's not registered on any Galvan databases. For all we know, he could be a time traveler.

[Ben]: That seems a little far-fetched.

[Myaxx]: So did Azmuth's death.

Ben hangs his head once more, sighing.

[Ben]: Do you, y'know, miss him?

[Myaxx]: I don't know. I didn't even know much about him until I met you. He was just a faceless jerk, but as time went on, as I spent more time working for him, the real Galvan him, he was like a father I never had.

[Ben]: Whoa, I thought you Vilgaxians were heartless.

[Myaxx]: To be fair, that's why I left the planet in the first place.

Ben smirks.

[Myaxx]: We're called Chimera Sui Generi. Also, this conversation never happened.

Ben moves his finger across his lips, making a zip motion.

[Ben]: So, with Azmuth gone, who's gonna govern the planet?

[Myaxx]: There have been rumors that oligarchy will take over.

[Gwen, offscreen]: Speaking of fathers...

Startled, Ben and Myaxx turn around to see Gwen a few feet behind them, with Azmuth's father walking past her.

[Ben]: Retaliator.

[Retaliator]: That's not my real name, you know.

He walks towards Ben.

[Retaliator]: It's Trigonaube.

He walks past Ben and looks up at his son's statue.

[Trigonaube, turning around]: Ben, I know I'll never be able to replace the brilliance that was Azmuth, but if you ever need help with your Omnitrix-

[Ben, correcting him]: -Infinimatrix.

[Trigonaube]: You know where to find me.

[Myaxx]: Same goes for me.

[Tetrax, walking towards the group]: And me.

[Ben]: Hey, Tetrax.

[Tetrax]: That was a good speech, Ben. I'm sure Azmuth would agree.

[Ben, solemnly]: Thanks.

An awkward silence falls over the group, interrupted by Ben clearing his throat.

[Ben]: So, what are you guys gonna do now?

[Myaxx]: I dunno, I'll probably have to leave sometime, but for the time being I'm staying here to make sure the Azmuth Museum is done right.

[Tetrax]: Me too.

Myaxx looks at him in confusion.

[Tetrax]: I don't have anything better to do, anyway.

[Myaxx]: Okay, then.

Kevin and Max walk towards the large group. Kevin stands next to Gwen.

[Kevin]: Can we leave now? This whole funeral really weighed me down.

Gwen elbows him.

[Max]: No, he's right. We shouldn't be sad for Azmuth's death, we should be happy for what he accomplished in life.

[Ben]: Wow, talk about inspirational.

Azmuth's Lab
Eraitla 15, 200016, 1:30 PM Galvan Time

Cut to the exterior of Azmuth's lab, where the Rust Bucket 3 is there, ramp down, indicating the ship is turned on. Ben is outside the ship, indicating Gwen, Kevin and Max are already in the ship.

[Myaxx]: How's the Infinimatrix?

[Ben]: I haven't used it yet. Been waiting for the right time, I guess.

[Myaxx]: You're gonna like it, I'm sure of it. Azmuth tailored it for you.

Max peeks through the opening of the ship.

[Max]: Ready to go, sport?

Ben nods.

[Trigonaube]: Well, I suppose I should get to work now.

[Ben]: Yeah, I guess I better head home too.

He walks up the ramp.

[Tetrax]: Take care of yourself, Ben.

[Ben]: Thanks.

He waves goodbye at the three as Ben walks into the ship and the ramp folds back. The Rust Bucket 3's support beams retract and the ship gets ready for take off, zooming off.

Outer Space
Date, hour Timezone

We cut ahead to the Rust Bucket 3 in outer space. Ben is sitting at a back passenger seat, head rested against the window, looking out. Kevin is piloting the ship with Gwen at the front passenger seat. Max is at the other back passenger seat. Ben sighs.

[Ben]: Do you think I could've stopped it?

[Kevin]: Hm?

[Ben]: I just feel like all this is my fault. If I never took off the Omnitrix-

[Gwen]: -But you wanted to take it off, didn't you? You wanted to have a normal life. That wasn't your fault. You needed a break.

[Ben]: I just wanted to enjoy life without worrying about alien invasions or how to survive on three hours of sleep, but if I didn't take it off, I could've saved him.

[Max]: You can't change the past, Ben.

[Ben]: Well, I can, but I shouldn't.

[Kevin]: Dude, just get over it. You got your time off, Azmuth died, you can't do nothin' about it. End of story.

Ben sighs in frustration.


Ben's House
September 18, 2012, 1:23 AM EDT

We see a shot of Ben's room from two years ago. It is late at night and the door is closed. All we can make out is an unmade bed and a floor littered with smoothie cups and action figures. The door opens, letting a bit of light into the room. We then see 16-year old Ben from what would have been Omniverse, entering the room and closing the door. He plops onto the bed with his head buried in the pillow. Suddenly, a flash of blue light illuminates the room, coming from the end table next to Past Ben. Past Ben sits up and turns the lamp on. As it fades, Past Azmuth stands in its place.

[Past Ben]: What are you doing here so late... or early. What are you doing here?

[Past Azmuth]: I believe I have a right to check on my creation, Benjamin. I trust you're satisfied, yes?

[Past Ben]: Don't you already know? You monitor me through the watch, right?

[Past Azmuth, smiling]: Humor me.

[Past Ben]: It keeps turning me into the wrong aliens, all the time! The Ultimatrix did it too, sure, but only a few times once in a while.

Past Azmuth shakes his head in disappointment.

[Past Azmuth]: Why must you humans be so impatient? Using the Omnitrix properly requires patience, Ben.

[Past Ben]: Not so easy when I'm about to be pummeled. I need to turn into who I want, when I need them.

[Past Azmuth]: You'll get used to it.

[Past Ben]: But-

[Past Azmuth]: (chuckles) I believe you're already on the path to your glorious future.

He winks at Past Ben.

[Past Ben]: Glorious fu-

Past Azmuth teleports out in a flash of blue light/

[Past Ben]: -ture? (groans) I hate it when he does that.

He lies down and looks at the ceiling, then at the Omnitrix, then smiles.


Plumber Headquarters
January 27, 2014, 12:43 PM EDT

We skip ahead a few hours. We see the entrance of the parking bay open, making way for the Rust Bucket 3. Plumbers walking around look at the ship in awe. The ship lands at the side, towering over the smaller ships. It powers down and the support beams come down, followed by the ramp. Ben, Gwen, Kevin and Max walk out of the ship. Kevin takes out his keys and presses a red button. The ramp retracts and the ship makes a clicking sound, locking.

[Ben, to Gwen and Kevin]: So, how different are the Plumbers since Grandpa and I retired?

[Gwen]: Let me show you.

We cut ahead to see Ben, Gwen, Kevin and Max in the elevator, which stops in the main hub of the headquarters. They walk out of the elevator. Surrounding Plumbers look at Ben and Max. Magister Patelliday walks up to them.

[Magister Patelliday]: It's been a while since you've been here, Ben. Good to have you back!

[Ben, smiling]: Good to be back, Magister.

[Magister Patelliday]: Anything I can help you with?

[Gwen]: Any idea where Zack is?

He points to the large screen in the middle of the hub, where a brownish-blonde man in a Plumber suit is checking the criminal database.

[Gwen, as the group walks in that direction]: Thanks.

As they reach Zack, he turns around.

[Zack]: Gwen, Kevin, what's- Magister Tennyson? (notices Ben) And Ben Tennyson? Didn't expect to see you guys here.

Ben shakes his hand.

[Ben]: Nice to meet you.

[Zack]: Heard you were back in business.

[Ben]: Yeah, I am. I think I've seen you a few times, back when I had the Omnitrix.

[Kevin]: Dude, he's a Magister now. He's in-charge of Bellwood's Plumbers.

[Ben]: Wha- Whoa! I had no idea!

He bows awkwardly.

[Ben]: Nice to meet you, Magister.

[Zack]: Oh, don't worry. Zack's fine.

[Max]: Zack is the youngest person to be in-charge of a group of Plumbers in a sector. He's only 22, too.

He pats him on the shoulder.

[Ben]: What's it like being in-charge of... (looks at the Plumbers in the hub, doing their thing) all this?

[Zack]: It's a lot of pressure, but I feel honored.

[Ben]: I guess with me around, that'll change. The pressure, I mean.

[Zack]: Hopefully.

[Ben]: Wait, Grandpa, if you're retired, who's the new Magister of Earth?

[Max]: He operates the Mount Rushmore base.

[Gwen]: Hey, Grandpa, Kevin and I are gonna go train. Are you gonna stick around?

[Max]: I think I'm gonna take a bit of a break. Diner's closed 'til tomorrow.

[Gwen]: Alright. See you later.

Gwen and Kevin walk off. Ben looks at them, then at Max, before following them.

[Ben]: Wait up!

Pete Za's Pizza
January 27, 2014, 1:03 PM EDT

We focus on an alley with large trash bins next to a restaurant with a stylized sign saying 'Pete Za's Pizza'. The backdoor of the restaurant opens, leading out to the alley. A thin busboy in a white apron comes out, carrying a black bag of trash. He walks towards a bin and opens the lid. We see through his eyes as a swarm of wasps fly right at him.

[Busboy, dropping the bag of trash and falling to the ground]: Aaaaah!

We return to normal view as the camera focuses on the bin. Clancy jumps out from within the bin, insects crawling all over him. He takes a deep breath and walks past the busboy as he stops screaming. Walking out into the open, he raises his arms as insects start to fly and crawl towards him on all fronts. The camera focuses behind him as the door of the restaurant opens. A middle-aged man with a semi-bald head in dark clothes comes out, presumably the manager.

[Manager]: What's taking so-

He looks down at the ground and notices his body covered in wasps. Scared stiff, he then looks at Clancy, who doesn't look back, before running back in, closing the door behind him.

Plumber Headquarters
January 27, 2014, 1:29 PM EDT

We see Ben and Kevin from the back. They are in a small room with blue walls, by a control panel below a window looking into a large white room; the simulation room, where Gwen, with some sort of headset on, is fighting something with her mana. We zoom into the simulation room as the scene changes to the exterior of Hex and Charmcaster's tower, where Gwen is on the ground, looking above as Charmcaster (or rather, a simulation of her) hovers in the air. Gwen's headset seems to have disappeared.

[Charmcaster]: Turbo!

Large swirls of magenta-colored wind come out of her hands, lifting Gwen into the air, the same height as Charmcaster.

[Gwen]: (grunts) Adfishio Potentia!

Struggling, she aims her hands at Charmcaster as multiple blasts of mana hit her, sending her falling to the ground with a thud. The swirls of wind holding Gwen up disappear in an instant. Gwen creates mana steps as she walks on the air, gradually landing on the ground, in front of Charmcaster. Charmcaster tries to get up, to no avail.

[Charmcaster]: What gives? That really-

[Gwen]: Stingu Invisibus!

She raises her arms as three large chunks of rock from the ground around her hover around Charmcaster, having a fuchsia glow.

[Charmcaster]: What are you doing?

The rocks are about to crush her, when the simulation suddenly fades. Gwen's headset reappears as we are brought back to the real world.

[Ben]: Whoa, Gwen!

[Gwen, removing the headset from her head]: (slightly annoyed) I was almost finished.

We zoom out to show Ben and Kevin in the frame, looking through the window.

[Ben]: Yeah, almost finished killing her! That was brutal, Gwen. You okay?

[Gwen]: I'm fine, Ben. That was just a simulation. I'd never actually do that in real life. I'm training for the worst case scenario.

[Kevin, to Ben]: She almost took down Albedo once.

Ben's eyes widen in shock.

[Ben]: Wow, your powers are really getting good! You need to step up your game, Kev.

[Kevin]: Pfft, as if you could do any better than Gwen.

[Ben]: Just watch me.

The Infinimatrix beeps.

[Infinimatrix]: Incoming voice call from Max Tennyson.

[Ben]: How'd this thing sync to Plumber badges so quickly? I've only had it for a few days.

The Infinimatrix continues beeping.

[Ben]: Uh, accept call.

Max's voice comes through the phone.

[Max]: Ben, you there?

[Ben]: Yeah. You do realize I have a smartphone, right?

[Max]: Of course I do. That's how I called you in the first place.

Ben looks at Kevin, who shrugs.

[Max]: Clancy was just spotted outside Pete Za's Pizza.

[Kevin]: Ya sure? He's been layin' low for a few years.

[Max]: It's all over the news.

Gwen walks out from the door next to the control panel.

[Ben]: Any idea where he's heading?

[Max]: News says east, towards City Hall, based on his sightings. Police have tried to take him down, no luck.

[Ben]: Alright, we'll take him down.

[Max]: I know you will. Max out.

The Infinimatrix beeps, signalling the end of the call.

[Gwen]: Who's it this time?

Bellwood City Hall
January 27, 2014, 1:48 PM EDT

We see Clancy walking towards City Hall, a large white building with a nicely-decorated front garden. The American flag hangs at the very top of the building. Two male guards in armor are standing by the door, holding guns. Citizens around the place begin running away in fear. The camera focuses on the two guards as they recognize him.

[Guard 1]: It's that bug guy all over the news!

They both open fire at him. The scene changes to slow motion as we focus on Clancy. He holds his hands out. A large swarm of insects collects in front of Clancy, getting hit by the guns' bullets. We return to normal speed as the guards are shocked.

[Guard 2]: No wonder the cops couldn't handle this guy!

Clancy smirks as his clothes rip off. His skin becomes darker and hard brownish-green armor (similar to that of a cockroach's exoskeleton) grows on his chest and spreads to his arms and torso. His fingers become longer and sharper and his ring and pinky fingers both disappear. The camera zooms into his face as his hair disappears, being replaced by the same armor as his chest. His eyes turn yellow and his pupils shrink as his eye stalks grow longer. Two antennae grow from his head and two small legs pop out from the sides of his abdomen. Large insect-like wings emerge from his back, completing the transformation. Clancy, now in his insect form, opens his mouth wide, firing a large blast of insects at the guards. The blast divides into two, attacking each guard individually. Clancy walks past the guards, smirking.

[Clancy]: Do me proud, my brethren.

He walks through the sliding doors of the hall. We focus on the guards as their screams are muffled by the insects. They get louder and shorter, before stopping gradually. We skip ahead a few minutes later, where Kevin's car pulls up in front of the building. Ben, Gwen and Kevin get out of the car. Kevin grabs his keys and presses a button to lock the car, while Ben and Gwen slowly walk towards the guards, covered in stings. Only a few insects are left, crawling around the guards. Ben inspects Guard 1. Gwen stands at a distance, wincing in disgust.

[Ben]: Think they're still alive?

[Kevin]: You've got more important things to deal with. Go in and take Clancy down. Gwen and I'll stick around to see if we can help the victims.

Ben nods and gets up before running through the sliding doors of the hall.

[Kevin]: Think you can heal 'em?

[Gwen]: I can try, but from the looks of it, they're as good as gone.

She kneels down, closes her eyes and holds the guard's hand.

[Gwen]: Erotres Lae!

She opens her eyes, which are now glowing fuchsia. She tightens her grip on the guard's hand, but nothing seems to be happening. She tries to concentrate even more, grunting.

[Kevin]: Whoa, Gwen!

He pulls her away from the guard. Her eyes return to normal.

[Gwen, shaking her head]: He was gone before we got here. (gets up and looks at the other guard) Him too. I'm sorry, I... I can't bring back the dead.

She hangs her head.

[Kevin]: There are still lots of other people inside. Maybe they're still saveable.

[Gwen]: You think so?

[Kevin]: Worth a shot, right? I'll stay here and call the cops. You go in.

Gwen runs into the hall as the camera pans upwards, showing Ben running in the third floor, down the hall. The camera is positioned in front of him to show city staff and a few guards lying on the floor behind him, unconscious. The camera rotates behind him to show him finally reaching the office, where guards are on the floor, with insects crawling around the room and around Clancy, who is holding Mayor Clint, a middle-aged man with balding black hair in brown formal clothes. Ben rushes into the room.

[Ben]: Hey, freak!

[Clancy]: You!

[Ben]: We can do this the easy way or the hard way, man. Let the mayor go and I'll tell the police to reduce your sentence.

[Clancy, mocking Ben]: No can do, "man".

Ben hurriedly twists the dial of the Infinimatrix. Its tower pops up, showing a green 3-D hologram of a never-before-seen alien form, about eight feet tall. On impulse, Ben slams his palm down on the core and is engulfed in green light. Ben hovers in a dark green background, with light green bubbles pulsating rapidly behind him, as he crouches. Bulky red and blue armor begins to envelop him, as the index and middle finger on each hand merges, with them turning into purple sharp claws. A multi-colored wheel appears on his chest, with the area surrounding it being various shades of purple. The armor extends to his legs, mainly red except for the knees and ankles, which are blue. A red helmet forms around his head, with the lower part being blue, as his eyes glow green and merge to form a visor-like shape. The Infinimatrix symbol pops out of his chest in the middle of the wheel, as it begins to rapidly spin, completing the transformation. Ben lunges at Clancy, tackling him to the ground, making him let go of Mayor Clint, who runs off, screaming. The wheel on Ben's chest stops spinning as the needle stops at yellow.

[Clancy]: No!

Ben tries to punch Clancy, but the latter grabs his arm. Clancy opens his mouth, firing a blast of insects at Ben, blinding him. He wipes off the insects from his face. Clancy headbutts him with great force, making him hit the wall. Ben holds on to the wall, in pain. Clancy gets up and wipes dust off him. He takes a deep breath and then exhales, his mouth opening much wider than before, releasing a swarm of wasps which hit him. Ben bursts through the wall, landing on the garden with great force, causing some dirt to fly into the air. Nearby, Kevin, surrounded by a few city council people, notices Ben, and runs towards him.

[Ben]: Help t-the mayor.

[Kevin]: You sure you don't need any-

[Ben]: He's the priority. I got this.

Kevin runs off as Ben slowly gets up, shaking his head.

[Ben]: Infinimatrix, what can this thing do?

[Infinimatrix]: Species: Ettelasian. Capable of choosing sets of powers based on their type; mental, physical, manipulations and enhancements.

Clancy flies through the hole in the wall of the building and lands on the ground, facing Ben.

[Infinimatrix]: Represented by red, blue, green and yellow. This is due to-

[Ben]: It's okay, Pick-a-Power's got this! (looks at his chest) Uh, yellow's for manipulations, right?

[Clancy, smirking]: I never did get my revenge for what you did to me all those years ago.

Pick-a-Power closes his eyes, concentrating.

[Pick-a-Power]: Here we go.

He emits yellow gas at the sky above him. The gas spreads and the insects around Clancy start flying in the direction of the gas. Clancy reverts to his human form as the last of the insects leave him.

[Clancy]: No, no, no! How did you do that?!

[Pick-a-Power]: Pheromones. Bugs like 'em way more than your B.O.

A brunette female police officer in her 30's arrives and quickly cuffs Clancy.

[Police Officer, dragging him away]: You are under arrest for destruction of public property and assault. You have the right to remain silent. Anything you say or do will be used against you in-

[Clancy]: -This isn't over, boy. We will avenge my grandfather!

[Police Officer]: Move it.

Clancy is dragged away from the scene, as Pick-a-Power reverts back to human form in a flash of green light. He runs towards the city hall's entrance, joining Gwen, who carries people safely out the building on mana platforms and Kevin, who puts the phone inside his pocket.

[Ben]: That knocked some of my rust off.

[Kevin]: Good to hear that, Tennyson. I was afraid I'll have to do all the dirty work now.

[Gwen, glaring at Kevin]: Kevin, Ben, a little help?

Ben and Kevin sigh and tend to some people who are lightly injured. A short montage is shown as ambulance sirens are heard, with two of them arriving on the scene, paramedics immediately exiting the vehicles, telling bystanders to step aside. They pull out stretchers and carefully put injured civilians on them, putting breathing masks on some of them, while others do a check-up on some visibly shaken victims, including Mayor Clint. The montage ends.

[Ben, watching]: This went too far. I should have been here earlier, stop Clancy before he harmed anyone. First Azmuth, now this...who knows what's gonna happen next and I'm too late to stop it.

[Gwen, putting her hand on Ben's shoulder]: Look, Ben, blaming yourself for what you couldn't have done won't help. I wish those guards back there were still alive and breathing, but...What I mean is, you can't be anywhere all at once, you realize that, right? People all around the world get hurt and this isn't gonna stop anytime soon. But we can do our very best to ensure that while we are around, it won't happen.

[Kevin]: What she said, Tennyson. Plus, we have your back.

[Ben, rubbing the bridge of his nose]: Yeah, you're right. It's just, all these things going on lately, I'm thrown out of the loop. Thanks, guys, really. You're the best friends anyone could ask for.

[Kevin, patting Ben's back]: Anytime, Tennyson.

Ben notices a crowd surrounding them, mostly teenagers. Ben, feeling uneasy, steps back.

[Ben]: Uh...

The crowd starts to clap and cheer for Ben and his team.

[Boy 1]: Great job, dude!

[Girl 1]: Welcome back, Ben 10!

Ben shyly smiles.

[Ben, looking at the damaged City Hall]: So, how are we gonna fix the damage?

[Gwen]: Oh, I got that covered.

She jumps in the air, forming a mana platform below her. Her eyes glow fuchsia as she stretches her hands out, glowing fuchsia as well. Debris starts hovering in the air, glowing fuchsia. With a grunt, she jerks her hands forward, as the debris readjusts, fitting back into their original place, the most obvious one being the wall of the mayor's office, which fixes itself into place perfectly. The crowd cheers once again. Gwen lowers herself to the ground as the glow in her eyes and on her hands disappears.

[Ben]: This is the second time you've surprised me today. I didn't know you were this good.

Max's Diner
January 27, 2014, 3:35 PM EDT

We pan down from above to show the Rust Bucket 2 opposite the diner. The DX Mark 10 and Kevin's car are parked nearby. We zoom in to show Ben, Gwen and Kevin talking to Max by the door.

[Gwen]: Grandpa, how long will you be gone? You sure you don't need us to come with you?

[Ben]: Yeah, Grandpa. If you want, I can come with you.

[Max]: Guys, I'll be fine. I'll just be taking care of Vera. If I need help, I'll call. Besides, Bellwood needs you.

[Ben]: What about the diner?

[Max]: It'll be closed 'til I get back.

[Ben]: Okay. Call us if there are any updates, okay?

[Max]: Bet on it.

Max walks into the Rust Bucket 2 and waves at the three, closing the door. They step back as the RV's engine starts. Max drives off, picking up speed, until he's out of sight. The three look on for a few seconds.

[Gwen]: So, smoothies? (looks at Ben) You did just come out of retirement.

[Ben]: Actually, and I really can't believe I'm saying this, I have to pass. I have homework to catch up on. Guess that's what I get for missing school.

He backs up a little.

[Ben]: You guys can go by yourselves, though.

Gwen frowns as Ben approaches his car. Gwen faces Kevin.

[Gwen]: Guess it's just you and me, then.

[Kevin]: (chuckles) Yeah, about that...

They walk towards Kevin's car, parked by a fire hydrant. Kevin opens the passenger door and Gwen slips in, buckling her seatbelt.

[Kevin]: I'm not feelin' too well.

He closes the passenger door and walks towards the driver's door, opening it and getting in.

[Kevin]: I'll just take you home.

Gwen nods and turns to face the window, looking out. Kevin raises an eyebrow before closing the door. We cut a few minutes ahead, Kevin's car is at a red traffic light. We zoom in and see that Gwen is still actively avoiding eye contact with Kevin.

[Kevin]: Hey, Gwen, is somethin' bothering you? I know you really wanted to get smoothies, but-

Gwen turns to face him, giving him a cold glare.

[Kevin]: Oh, no. You're giving me the look. Did I do somethin' wrong? 'Cause I'm totally clueless here.

The traffic light turns green and Kevin speeds up a little, constantly shifting between looking in front of him and looking at Gwen.

[Gwen]: (sighs loudly) Remember the day we met up with Ben at Grandpa's diner? The day Azmuth... you know.

[Kevin]: Yeah. (clears throat) Go on.

[Gwen]: I sensed someone else's mana on you. Someone I don't know. And what's even more suspicious is that you didn't pick me up from school that day. I didn't wanna bring it up then, but I know there's something you aren't telling me.

Kevin's expression tenses.

[Kevin]: It's personal.

[Gwen]: Personal?! We've been together for more than two years and you still don't trust me enough?

[Kevin]: It's not about trust!

We see the car entering Gwen's neighborhood before getting back to the conversation.

[Gwen]: Then what? Are you dealing again? On some secret mission?

[Kevin]: Look, I'd tell you what happened and where I'm going, but a man's gotta have secrets.

[Gwen]: So you were dealing.

[Kevin]: No, I- Ugh! I was playing basketball with a few friends and... things went out of control. Collin got hurt... I'm going to go visit him.

[Gwen]: There, was it that hard?

The car pulls up at Gwen's house. She unbuckles her seatbelt.

[Gwen]: I know you're really secretive about certain things, but sooner or later you're gonna have to face your fears. You need to trust me.

She opens the door and gets out, walking towards the front door.

[Kevin, rolling his eyes]: Wait.

Gwen stops in her tracks and turns her head slightly.

[Kevin]: We were attacked that day, by people I've been tryin' to forget, my... my old gang.

Gwen turns around fully and crosses her arms.

[Gwen]: Mhm.

[Kevin]: (sighs) Get in, Collin'll prove it to you.

Gwen walks towards the car and gets in, closing the door.

[Gwen]: Your old gang, how did you meet them?

[Kevin]: I'll tell you later, I promise. Right now, I have more important things to deal with.

Ben's House
January 27, 2014, 4:08 PM EDT

We see Ben at his desk in his room doing homework. A stack of books is next to him. Ben's head rests on the surface of the desk, clearly bored.

[Ben, in his head]: I'll never get this done.

He looks at his wrist and realizes he has the Infinimatrix. Straightening his posture, he smiles and twists the dial. He scrolls through a few holograms, namely Four Arms, Eye Guy and AmpFibian, before XLR8's hologram appears. He slams his palm on the dial and is engulfed in green light.


Ben slams down the Infinimatrix dial and is engulfed in a green light. Ben hovers in a dark green background with light green bubbles pulsating rapidly behind him. INSERT TRANSFORMATION SEQUENCE HERE.

[XLR8]: XLR8!

He notices the spikes on his back.

[XLR8]: Spikes? Cool.

In seconds, he flips through the stack of books, writing on them, one after the other.

[XLR8, putting his pen down]: Done!

He runs towards his bed and plops down on it, reverting back to Ben in a flash of green light. He grabs the TV remote from the end table and presses it, turning on the TV. Harangue Nation is playing. A small picture of Pick-a-Power is on the top right of the screen next to Will.

[Will]: ...when he saved Mayor Clint from being killed by what the public has dubbed the "Bug Guy".

[Ben, sarcastically]: Oh, boy. Just in time.

[Will]: Ben Tennyson, or as people call him, Ben 10, was responsible for countless offenses about two years ago, when his identity was revealed to the world. He retired a while ago, leaving his co-conspirators to continue his (makes air quotes) "legacy". But now, now he's come back! Why? For all we know, he sent this Bug Guy to kill the mayor, then showed up, just to get glory for saving his life! In any case, the world is better off without Ben 10.

Will's phone rings.

[Will]: (softly) Uh, sorry. Just one sec...

He awkwardly pulls out his phone and answers it.

[Will, gritting his teeth]: (softly) I'm in the middle of a show. (eyes widen) What? No, that's impossible. O-Okay.

He hangs up.

[Will]: We've just received intel that Mayor Clint has chosen to step down from his position of Mayor. We are unable to give you the full story at this time, but it's undeniable that Ben 10 had something to do with this.

Ben shakes his head in annoyance.

Bellwood General Hospital
January 27, 2014, 4:30 PM EDT

Gwen and Kevin are walking down the hallway, with nurses and doctors walking up and down it as well. Gwen and Kevin walks towards Room 536. Kevin opens the door and Gwen walks through before him. The room is rather small, with one bed with Collin (mostly covered in bandages) on it and an end table next to it. A TV is attached to the wall. There is another door in the room, leading to the bathroom, presumably. There is a needle in Collin's hand, attached to a bag of liquid above him.

[Collin]: Kevin?

[Kevin, closing the door]: Hey, how're you feelin'?

[Collin]: Pretty good. The doctor says I'll be able to go home tomorrow.

[Kevin]: Awesome.

Collin looks at Gwen, who looks startled.

[Collin]: You okay?

[Gwen]: (blinks a few times) No, I- I'm fine. Who did this to you? You look terrible.

[Collin, sarcastically]: Gee, thanks.

[Gwen]: No offense.

[Kevin, to Gwen]: Told ya.

[Gwen]: So, you wanna tell me what happened or am I gonna have to ask?

Kevin looks at Collin, who sighs.

[Collin]: Alright, here's how it went down.

Mr. Smoothy Store 12
January 27, 2014, 4:37 PM EDT

We see a Mr. Smoothy outlet by the street, with a small shack-like interior and tables outside, dotted by a few people. Suddenly, a flash of blue light appears in the middle of the street, attracting the attention of the customers. As it disappears, we see Ben in a green T-shirt and black pants, confused as he looks around. Judging by the fact that he is wearing the Omnitrix and not the Infinimatrix, we can assume he is an alternate Ben.

[Man 1]: Hey, isn't that Ben 10?

A honking sound is heard.

[Girl 1]: Watch out!

The alternate Ben spins around to see a car coming his way, horning, and taps the lid of the Omnitrix. The faceplate retracts and the core pops up. He slams it down without looking at the display. A flash of green light engulfs him. It disappears, and Four Arms stands in his place, standing still as the car hits him. Four Arms is unharmed, but the front bumper of the car gets dented. The onlookers cheer for Four Arms. The driver of the car comes out of it, revealing it to be a middle-aged blonde woman.

[Woman]: Hey, I don't care who you are, buddy, you need to pay for this.

Four Arms raises his eyebrows.

[Girl 2]: Leave him alone! He probably saved your life more times than you've had dates!

[Boy 1, next to her]: Ooooooh, burn!

[Four Arms, smirking]: I'm sorry, I think you have me mistaken. I'm not the Ben Tennyson you think I am.

He grabs the woman by the collar, lifting her up.

[Four Arms]: You should really be more respectful to your Supreme Overlord.

He throws her at one of the empty tables of the restaurant. The surrounding customers start screaming.

[Four Arms]: Now for the real fun.

Bellwood General Hospital
January 27, 2014, 4:46 PM EDT

We are back in Room 536, where Gwen and Kevin are still talking to Collin. The former two are now sitting on chairs near the bed.

[Kevin]: I had to get him checked in and stuff. That's why I couldn't pick you up from school.

Gwen's cheeks turn red in embarassment.

[Gwen]: I'm sorry I doubted you. I should've known.

[Kevin, touching her hand]: It's okay. I can see why you did.

[Collin]: (coughs awkwardly) You guys wanna watch some TV?

[Gwen]: Sure.

Collin grabs the remote from the end table and turns the TV on. A news broadcast comes up, showing low-quality footage, most likely taken by one of the customers on their phone, of Four Arms trashing Mr. Smoothy Store 12 by toppling tables and scaring customers. A female news anchor is hosting the show.

[News Anchor]: This just in, Ben Tennyson has been spotted at a Mr. Smoothy outlet by Manthei Street. (continues in the background)

[Collin]: What's wrong with him?

[Gwen]: That isn't Ben. Not our Ben, anyway.

[Collin]: What does that even mean?

[Gwen]: Ben would never trash a Mr. Smoothy.

She pulls out her phone.

Ben's House
January 27, 2014, 4:49 PM EDT

Ben is watching TV, with a bowl of popcorn in his hands. His phone rings. He picks it up from the end table and answers the call, putting it near his right ear.

[Gwen, through the phone]: Ben, have you seen the news?

[Ben]: Yeah, Harangue's on my case again, I know. The mayor resigned, too.

[Gwen]: No, not that. There's a Tetramand attacking a Mr. Smoothy, and he has an Omnitrix symbol.

[Ben]: Which store?

[Gwen]: The one at Manthei Street.

[Ben]: Alright, I'm on my way. Meet you there.

Plumber Headquarters
January 27, 2014, 4:50 PM EDT

Elliot is manning the computer in the main hub of the headquarters. Zack is speaking to an unidentified bulbous alien. The computer is displaying a map of Bellwood. A small part at the northeast of the map flashes red beeps. Elliot clicks the area and the map zooms in to show Four Arms trashing Mr. Smoothy Store 12.

[Elliot]: Computer, locate Ben Tennyson.

The map zooms out to show a green dot moving rapidly towards the red area from the west.

[Elliot]: Uh, Magister?

Zack, hearing this, signals an 'Excuse me' to the alien he was talking to, before walking over to Elliot.

[Zack]: What is it?

[Elliot, pointing at the green dot]: The map says Ben Tennyson is here, but...

Elliot clicks the red area to show Four Arms in Mr. Smoothy Store 12 again.

[Zack]: It's an alternate Ben. Get Beta Squad ready, ASAP. I'll man the computer.

Elliot gets up and salutes Zack, nodding before running off.

Mr. Smoothy Store 12
January 27, 2014, 4:53 PM EDT

Most of the tables and chairs have been smashed to pieces or cut in half, and most of the people have run off, save for the cashier, a young black-haired Caucasian man, who is hiding behind the shack. Four Arms lifts the shack and throws it aside.

[Four Arms]: Were you actually trying to hide from me?

[Cashier]: Please... don't hurt me. I have a wife and-

A blue blur appears, bringing the waiter away. The blur returns behind Four Arms, revealing itself to be Ben as XLR8.

[XLR8]: Who are you?

[Four Arms, turning around]: Who are you?

[XLR8]: I'd say you're an evil me considering you trashed a Mr. Smoothy.

[Four Arms]: And I'd say I'm not in my cesspool of a world since Mr. Smoothy still exists. Oh, well, couldn't hurt to conquer another world.

[XLR8]: Not happening.

[Four Arms]: Who's gonna stop me?

A flash of green light covers XLR8. When it disappears, Four Arms stands in his place.

[Four Arms]: Four Arms!

[Alternate Four Arms]: Trying to fight fire with fire? You should know...

He runs towards Four Arms and tackles him to the ground. As he falls, Alternate Four Arms uppercuts him in the chest, then tackles him once more.

[Alternate Four Arms]: ...I've fought a Ben once and won.

Four Arms wrestles on the ground with Alternate Four Arms. Alternate Four Arms, on top, pins him to the ground as he holds his doppelganger's arms down. As Four Arms begins to give in, the Infinimatrix symbol begins to blink.

[Infinimatrix]: High level threat recognized. Ultimate form available.

[Four Arms]: Ultimate form? Yeah, yeah, do that!

[Alternate Four Arms]: What?

Four Arms smirks as he presses the Infinimatrix symbol, engulfed in green light. Four Arms hovers in a dark green background, with light green bubbles pulsating rapidly behind him. Four spikes emerge from his Infinimatrix symbol as his skeletal structure increases greatly. His skin becomes darker and harder, gaining a purple tint. His veins become more noticeable. Gold and black gladiator-like armor begins to encase him from the neck down. Ultimate Four Arms flexes his muscles, completing the transformation. Ultimate Four Arms sends Four Arms flying off of him and into a wall on the opposite side of the street. The wall collapses on to Four Arms as smoke emerges. Ultimate Four Arms stands up.

[Ultimate Four Arms]: (loudly) ULTIMATE FOUR ARMS!

From the impact of his voice, an earthquake is created, dividing the ground with a crack that splits in different directions. Several pieces of the wall are blown away, uncovering Four Arms on all fours, breathing heavily from the attack.

[Ultimate Four Arms]: See, you may have fought some of my other doppelgangers, but there's one thing I don't think you realize.

Four Arms turns his head to face his Ultimate form.

[Ultimate Four Arms]: There's only one Ben in this multiverse like me!

Another earthquake is created, as his voice grows louder. The building trembles, as another wall begins crumbling down. However, this time, Four Arms rolls out of the way, dodging it. Four Arms gets up and is engulfed in green light. When it fades, Humungousaur stands in his place. Humungousaur charges at Ultimate Four Arms, with his arm bracing the impact. Ultimate Four Arms quickly slides between his legs, appearing behind him, and uses his leg strength to knock Humungousaur down on his knees. As Ultimate Four Arms goes for a punch from behind, Humungousaur turns around and smacks him down. Spikes and armor plating grow on Humungousaur as he grows to 60 feet. Ultimate Four Arms gets up quickly, as Humungousaur does the same. Ultimate Four Arms tries running towards Humungousaur again, but this time, the Vaxasaurian picks Ultimate Four Arms up by the waist with one hand as if he were a toy. Humungosaur strangles Ultimate Four Arms, squeezing him tightly.

[Ultimate Four Arms]:!

His voice, louder than the previous times, creates an earthquake big enough to trap Humungousaur. The cracks grow larger as a few oncoming cars fall into the holes in the ground. Humungousaur's leg falls through one of the cracks, dropping Ultimate Four Arms on the ground. As Humungousaur struggles to remove his leg from the crack, Ultimate Four Arms takes this to his advantage by running right up to him and giving him a hard and powerful blow right in the face, and then an uppercut in the jaw. Ultimate Four Arms prepares for another punch, when suddenly, a flash of green light appears in the spot of Humungousaur, and Wildvine emerges. Tendrils wrap around Ultimate Four Arms by surprise, holding his four arms together. Ultimate Four Arms pushes against the vines as they slowly cover his body.

[Wildvine]: You're more competent than I thought.

A flash of green light covers Ultimate Four Arms as he devolves into Four Arms, then another flash as he transforms into Snare-oh.

[Snare-oh]: Snare-oh!

We cut to the left far end of the road, where three police officers are setting up orange cones and police tape to block the area. Another one is waving a flag, signalling oncoming cars to take a detour to the other lanes. Cut once again to Gwen and Kevin driving towards the now destroyed Mr. Smoothy Store 12 on a straight road. Gwen notices a male police officer waving at them, signalling them to stop.

[Gwen, pointing ahead]: Stop!

Kevin quickly pulls the brakes and steps on the pedal, bringing the car to a halt. The two unbuckle their seatbelts and open the doors, getting out. Kevin grabs his car keys as they close the doors, locking the car.

[Male Police Officer 1]: You can't go past us, you'll get killed!

[Female Police Officer 1]: Don't you know who these guys are? They're Ben 10's partners!

[Male Police Officer 2]: Ignore him, go right through.

Gwen smiles as she creates a mana platform beneath her and Kevin, hovering into the sky and heading further into the road, until they are out of sight. The officers then turn their attention to the view in front of them, noticing Kevin's car in the middle of the road.

[Male Police Officer 2]: Hey, wait! You didn't park your car!

[Female Police Officer 2]: (sighs) Get more tape.

'Meanwhile, up in the sky, Gwen and Kevin look below, and start to notice cracks in the ground, which get larger and larger as they approach Snare-oh, who slips through Wildvine's vines.

[Kevin, to Snare-oh]: Nice move! I think. (to Gwen) Please tell me our Ben is Snare-Oh.

Wildvine turns his head in his surprise.

[Snare-oh]: Yep.

[Wildvine]: You brought help? There really is no other Ben like you. At least every other doppelganger I've fought against had the courage to fight alone.

[Snare-oh]: Guess that explains why they lost!

[Kevin]: BURN!

[Wildvine]: My thoughts exactly.

Wildvine transforms into Heatblast in a flash of green light, catching Snare-oh off guard. Heatblast blasts flames at Snare-oh, burning his paper-like texture.

[Gwen]: Ben!

Snare-oh pats the flames in a panic, blowing on them, as Heatblast prepares to punch him with a flaming fist. The mana platform brings Gwen and Kevin to the ground as it disappears. Acting quickly, Gwen uses a mana lasso to pull back Heatblast's arm. Kevin touches the ground, absorbing the material. Now covered in asphalt, Kevin jumps over the cracks in the ground and leaps onto Heatblast, knocking him to the ground. A flash of green light engulfs Snare-oh. When it disappears, Water Hazard stands in his place.

[Water Hazard]: Water Hazard!

A Plumber ship flies over them, catching everyone's attention. It lands behind Heatblast and the ramp comes down. A team of four Plumbers runs out of the ship one by one, blasters aimed at Heatblast. Among those Plumbers are Bryk, Fistina, Jerry and Morty.

[Bryk]: Whoever you are, you are arrested in the name of the Plumbers.

With a grunt, Heatblast kicks Kevin off him. With a clear aim, Water Hazard sends a blast of water at Heatblast, putting out his flames. Heatblast coughs as smoke rises from his body, putting his hands on his knees as he stands weakly.

[Heatblast]: Nice move, (coughs) but I can do this all day.

In an instant, Heatblast changes to Big Chill in a flash of green light, hovering in the air as his wings unfold. Water Hazard tries blasting him with another jet of water, but Big Chill flies upwards and dodges it, freezing the blasts mid-air with icy cold breath and causing them to fall to the ground. Kevin catches one in icicle form, shaped as a spear. The Plumbers (save for Jerry, who walks back into the ship) start shooting at Big Chill and Water Hazard continues shooting water blasts, but he swiftly dodges each of them by turning intangible. Moving close enough to him, Big Chill exhales deeply, freezing Water Hazard mid-action.

[Big Chill]: Now, I'm going to smash you into-

[Kevin]: Hey, Big Chill! You dropped something!

Kevin throws the icicle spear at Big Chill, striking him right in the back as it breaks into pieces of ice.

[Big Chill]: Agh!

Jerry hurriedly runs out of the ship, carrying a Mark 12 Techadorian Multiblaster, trying not to drop it. Jerry grunts in pain from carrying the device. Fistina, standing next to him, grabs the multiblaster and aims it at Big Chill, shooting him with a powerful red blast. Big Chill involuntarily turns tangible and falls to the ground. While he is stunned, Kevin charges at Big Chill with another icicle in hand. However, Big Chill quickly becomes aware of his move, getting up, turning around, and grabbing Kevin by the arm and breathing frost to encase it in a giant block of ice. With one arm free, Kevin punches Big Chill in the face, making him let go of his frozen arm. Kevin rubs his frozen arm in pain as Gwen takes out her spellbook and randomly flips through it.

[Gwen, aiming her hand at Water Hazard and Kevin]: Eci Tlem!

Big Chill stumbles backwards into Water Hazard, as the ice coating his body begins to melt. Gwen closes her spell book as the bottom half of the ice melts on Water Hazard. Kevin's frozen arm starts to heat up as the ice encasing it melts.

[Water Hazard and Kevin]: Thanks.

[Gwen]: Thank magic.

As everyone corners Big Chill, he quickly changes form once more into Atomix, green light blinding everyone. Atomix emits a wave of energy to knock them all back, sending them flying in different directions, falling to the ground. Gwen falls into a large crack in the ground created earlier by Ultimate Four Arms. She creates a mana platform below her to hover above the crack and into the air. Kevin tries to attack Atomix by leaping from above, but Atomix quickly rejects the attempt by sending him to the ground with a beam of energy. Gwen is the next one to try and hold him down by using mana lassos to wrap around Atomix, but with the power of his atomic energy, Atomix uses a nuclear blast to break free from the energy grip, knocking Gwen unconscious as she falls off her mana platform. Water Hazard then catches Gwen, laying her softly to the ground. Distracted, Water Hazard is shot with a ray of energy. He is sent flying backwards into a parked yellow car (and damaging it in the process), Atomix uses his speed to follow Water Hazard through the air, delivering several hard punches. Atomix then uses one more to punch, slowing down in speed to gather his strength, as he smacks Water Hazard straight through a row of buildings away from Mr. Smoothy Store 12.

Plumber Headquarters
January 27, 2014, 5:18 PM EDT

Elliot is watching the fight through the computer with Zack and a few other Plumbers, including Magister Patelliday.

[Zack]: Call for backup.

[Magister Patelliday]: Arnux just sent a squad to help. (sighs) And out of all days for the Alphas to go on a mission off-world...

[Zack]: What does he have to gain from all this?

The camera zooms into the screen as we return to the fight. Atomix breaks through the walls after Water Hazard, flying over to him, laying on the ground in the middle of the street. To secure his win, Atomix blasts one more ray of energy at Water Hazard, but he rolls out of the way, transforming into his own Atomix.

[Alternate Atomix]: No!

Alternate Atomix tries blasting him with another energy blast, but Atomix sends one back his way. As the two energy blasts clash together, waves of energy emerge, knocking over nearby cars and street objects. Atomix uses all the strength he has to overpower the energy blast coming from the other end, but he eventually loses energy, as the Alternate Atomix gets the upper hand. Alternate Atomix's ray eventually forces its way to Atomix, knocking him to the ground, as he soon after falls to the ground.

[Alternate Atomix, flying towards Atomix]: Weakling.

A sphere of green energy starts to form in his hands.

[Alternate Atomix]: HAA-MEE-NA, HAA-MEE-NA, HAA-ME-

All of a sudden, a flash of blue light engulfs him, making him disappear. We see through Atomix's point of view as he breathes heavily, eyes closing weakly. The screen fades to black.

Plumber Headquarters
January 27, 2014, 7:23 PM EDT

Ben opens his eyes to an unfamiliar face standing over him, a pale-skinned brunette girl about his age in a blue Plumber suit. We return to normal view as Ben sits up. He is in the Plumber Headquarters infirmary, on a bed which is surrounded by a blue curtain.

[Ben]: Where am I?

[Girl]: Plumber infirmary. You guys got knocked out pretty hard, but you took the biggest blow. I need to do some tests on you to be safe.

[Ben]: Alright, thanks for your help... uh...

[Girl, smiling]: Maryana.

[Ben]: Thanks, Maryana. I'll be going now.

He walks over to the curtain, about to pull it.

[Maryana]: Where do you think you're going? I have tests to run on you.

[Ben]: What, you mean like now?

[Maryana]: Duh, unless you want to die of cancer or something.

[Ben, holding up his wrist and pointing to the Infinimatrix]: Pretty sure this thing protects me from radiation.

[Maryana]: Better safe than sorry.

Ben turns around, groaning.

[Ben]: Alright, alright.

Unknown Location
January 27, 2014, 7:27 PM EDT

From the back, we see two S.A.C.T pushing a stretcher with an unidentified person on it down a dull-walled hall of doors. The camera shifts to the front, revealing the identity of the person on the stretcher, an unconscious Clancy. We return to the previous point of view as the agents turn left at an intersection at the end of the hall and stop at the first room. The door is open. A sign that reads 'Experimentation Room 1' is on it. The agents bring the stretcher inside. The room is medium-sized, with a large computer in the middle of the room. A few doctors stand by the computer, carrying clipboards. A blonde man is sitting on a swivel chair facing the computer, his back facing the camera.

[S.A.C.T Agent 1]: Sir, the subject is ready.

The blonde man turns his chair around, revealing himself to be Lt. Steel.

[Lt. Steel]: Let's get to work.

Mr. Smoothy Store 4
January 27, 2014, 10:32 PM EDT

We zoom out from the Mr. Smoothy sign to show Mr. Smoothy Store 4, a large compound with a parking lot and a blue building. We zoom into the interior of the store and see Ben sitting opposite Gwen by the window. Kevin is sitting next to her. The three of them are drinking smoothies. Ben puts his cup down and wipes off some orange substance from the smoothie off his lips with his hand. Kevin puts his smoothie cup down after slurping the last of it.

[Kevin]: You guys up for another round?

[Gwen, putting her cup down]: I don't think so. It's a school night and it's getting pretty late.

[Ben]: Hey, guys?

[Gwen]: Yeah, Ben?

[Ben]: I know I only put the watch on to honor Azmuth, but after all that happened today, I think...

[Gwen, grinning]: Say it.

[Ben]: (rolls eyes) I think people need me.

[Gwen]: Ha, see! I told you so!

[Ben]: If I didn't put the watch on, who knows what could have happened to the mayor, or even worse, you guys?

Ben bows his head. Gwen's smile fades.

[Kevin]: Hey, who cares what could have happened? What matters is what happened. You saved the city. I mean, sure, you damaged a whole street, but it's a small price to pay for people's safety, right?

[Ben]: (lifting his head) I guess. I just hope I get to retain some sense of normality after this, you know? That was one of the reasons I retired in the first place.

[Gwen, putting a hand on his hand]: The life of a Tennyson is never normal, Ben.

Ben smiles at her.

[Gwen, pulling back her hand]: You know what? Let's get those extra smoothies.

Ben smile widens.

[Ben]: Lamb for me.

Unknown Location
Unknown Date and Time EDT

We are in an almost pitch-black void outside of space and time. We see three figures, one much smaller than the other two, hidden by the shadows standing on a rock-like formation. The camera zooms in on the rock. A flash of blue light appears out of nowhere. When it fades, we see the alternate Ben from earlier, still as Atomix. He reverts back to his human form in a flash of green light.

[Alternate Ben]: How'd I get here?

He notices the three figures.

[Alternate Ben, pointing at the figures]: You had something to do with this, didn't you? You sent me to fight that other Ben.

Figure 1 raises his hand to stop him from speaking.

[Figure 1]: You should be thanking us. We rescued you from Limbo.

[Alternate Ben, surprised]: How did you know I was there? How did you even manage to free me?

[Figure 2]: You are a valuable asset, Ben Tennyson of Timeline 21.

[Figure 3]: We sent you to fight Ben Tennyson of Timeline 1 to show you how much has changed.

Figure 1 separates his hands. A holographic screen forms in front of Ben-21. Through it, we see a weak Water Hazard lying on the ground in the middle of the street. Atomix looms over him.

[Atomix]: You don't have what it takes to protect this world. Just give up.

[Water Hazard, standing up]: I'll never surrender, not as long as your regime is active. You're a disgrace to the heroes. I'm a true hero.

[Atomix]: No, you aren't.

His left fist glows with green energy and punches Water Hazard in the face, making him fall down and revert back to Ben; our Ben. The holographic screen disappears.

[Ben-21]: That was him? But he used an Ultimate! He was using an Omnitrix when I fought him the first time.

[Figure 3]: What was the first thing you realized when you were trapped in Limbo?

[Ben-21]: I didn't have my Omnitrix.

[Figure 2]: And what do you have on your wrist now?

Ben-21 looks at the Omnitrix on his wrist before looking back up at the figures.

[Ben-21]: You changed the timeline.

[Figure 3]: Took you long enough.

[Figure 1]: By changing Timeline 1, we inadvertently caused a ripple that gave you back your Omnitrix.

[Ben-21]: Wouldn't the Keepers of Time find out about all this? This seems like a pretty big change.

[Figure 2]: The Keepers are no threat to us. They don't understand the bigger picture.

[Ben-21]: And I'm guessing that picture involves me?

[Figure 1]: Correct. We will bring about a change you never thought possible.

[Ben-21]: What's in it for me?

[Figure 3]: Your family, your town, your happiness. We can mould the perfect world for you. Just say the word and your perfect world will come to life.

Ben-21's eyes light up with hope.

[Ben-21]: I'm in.

Figure 3, the shortest one, walks out of the shadows, revealing himself to be Zargon.

[Zargon]: Welcome to the Alliance.


Noteworthy EventsEdit

Major EventsEdit

  • Azmuth's funeral is conducted.
  • Galvan soldiers, Albedo, Magister Hulka, Professor Paradox, Tetrax, Gluto, Myaxx, Blukic, Driba, Zennith, Trigonaube, Magister Patelliday, Clancy, Will, Elliot, Bryk, Fistina, Jerry, Morty, Lt. Steel, and the S.A.C.T make their Protector of the Omniverse debuts.
  • Zack, Mayor Clint, Ben-21, Maryana, and the Alliance make their debuts.
  • Pick-a-Power, Four Arms-21, Ultimate Four Arms, Humungousaur-21, Wildvine-21, Heatblast-21, Big Chill-21, Atomix-21 make their debuts.
  • XLR8, Four Arms, Snare-oh, Water Hazard, and Atomix make their Protector of the Omniverse debuts.
  • It is revealed the timeline was changed at some point by a group known as the Alliance.

Character DebutsEdit

  • Zack Taluno
  • Mayor Clint
  • Maryana Autumn

Infinimatrix Alien DebutsEdit

  • Pick-a-Power
  • XLR8 (Protector of the Omniverse debut)
  • Four Arms (Protector of the Omniverse debut)
  • Ultimate Four Arms
  • Snare-oh (Protector of the Omniverse debut)
  • Water Hazard (Protector of the Omniverse debut)
  • Atomix (Protector of the Omniverse debut)

Minor EventsEdit

  • The Retaliator's real name is revealed to be Trigonaube.


  • Ben Tennyson (18-year old and 16-year old selves (flashback))
  • Gwen Tennyson
  • Kevin Levin
  • Galvan Soldiers (first reappearance)
  • Albedo (cameo)
  • Plumbers
    • Magister Hulka (first reappearance; cameo)
    • Blukic (first reappearance; cameo)
    • Driba (first reappearance; cameo)
    • Magister Patelliday (first reappearance)
    • Magister Zack Taluno (first appearance)
    • Elliot (first appearance)
    • Beta Squad
      • Bryk (first reappearance)
      • Fistina (first reappearance)
      • Jerry (first reappearance)
      • Morty (first reappearance)
    • Maryana Autumn (first appearance)
  • Professor Paradox (first reappearance; cameo)
  • Max Tennyson
  • Tetrax Shard (first reappearance)
  • Gluto (first reappearance; cameo)
  • Myaxx (first reappearance)
  • Zennith (first reappearance)
  • Trigonaube (first reappearance)
  • Azmuth (flashback)
  • Mayor Clint (first appearance)
  • Collin Matthews
  • Lt. Steel (first reappearance)
    • S.A.C.T (first reappearance)


  • Clancy (first reappearance)
  • Charmcaster (simulation only)
  • Ben Tennyson (Timeline 21) (first appearance)
  • Will Harangue (first reappearance; on TV)
  • The Alliance
    • Figure 1 (first appearance)
    • Figure 2 (first appearance)
    • Zargon

Aliens UsedEdit

By BenEdit

  • Pick-a-Power (first appearance)
  • XLR8 (first reappearance; x2)
  • Four Arms (first reappearance)
    • Ultimate Four Arms (first appearance)
  • Snare-oh (first reappearance)
  • Water Hazard (first reappearance; x2; second time flashback)
  • Atomix (first reappearance)

By Ben-21Edit

  • Four Arms (first appearance)
  • Humungousaur (first appearance)
  • Wildvine (first appearance)
  • Heatblast (first appearance)
  • Big Chill (first appearance)
  • Atomix (first appearance; x2; second time flashback)

Spells UsedEdit

By GwenEdit

  • Adfishio Potentia
  • Stingu Invisibus
  • Erotres Lae
  • Eci Tlem

By "Charmcaster"Edit

  • Tur-bo



  • Credits to Migster7 for the title of the episode.
  • The flashback scene is confirmed to take place a week into what would have been Omniverse, placing the start of Omniverse around early September and the end of Ultimate Alien around the end of July to the end of August.
  • Originally:
    • The Plumbers were not involved in the fight between the two Bens.
    • Gwen was supposed to try to fix the damage caused by Ben-21, only to faint afterwards and wake up in the Plumber Headquarters infirmary.
  • The scene between Atomix and Water Hazard as shown on the holographic screen was taken from an episode from the previous reboot of the series, The Chronian Invasion.

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