Ben 10: Protector of the Omniverse
Season 1, Episode 3
Written by UltiVerse
Directed by UltiVerse
Episode Guide
Rising From the Ashes




[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.

[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]: Behold the Infinimatrix.

[Infinimatrix]: Host DNA detected.

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

[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.

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

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

[Kevin]: I'll tell you later, I promise.


91st Street (IRT Broadway–Seventh Avenue Line), Manhattan
March 3, 2006, 1:34 AM EDT

We see an 11-year old Kevin lying on a bench inside an abandoned underground subway station, his arms behind his head. His eyes are half-closed, as if he is about to sleep. His worn-out bike is leaning against the bench, and stairs leading down to the floor he's on is a few feet away from him. He hears a few voices accompanied by footsteps clanking against the metal of the stairs, getting louder by the second.

[Male Voice 1]: Come on, who'd come to this rat hole of a place? It stinks, it's dusty...

Young Kevin's eyes widen in shock. The camera pans to the stairs, where five young boys come down from it.

[Boy 2]: It smells worse down here than it does up there!

[Boy 3, pointing to Young Kevin's bike]: Shh! Look at that!

[Boy 4]: Just a bike, dude.

[Boy 3]: There's no dust on it, which means somebody must've been here.

Boy 1 walks up to the bench and looks down to see Young Kevin, eyes widened. He rolls off the bench in surprise and rises to his feet, backing off.

[Boy 5]: What's a kid like you doin' in a place like this?

[Boy 2]: Scram.

[Young Kevin]: Leave me alone!

[Boy 1, mocking him]: What are you gonna do about it?

Looking around, Young Kevin notices a street lamp at the other end of the room, by the train tracks. He sprints towards it and climbs up the pole, touching the lamp. The bulb blows, making the room dimmer. Young Kevin jumps back on to the ground and walks towards the boys, his hands glowing blue with electricity. Boys 2, 3, 4 and 5 come closer to each other and back off in fear.

[Kevin]: Leave me alone or I'll make you.

[Boy 2, to Boy 1]: Dude's a freak, Jeremy! We should get outta here!

[Boy 1]: That changes nothing.

[Young Kevin, shooting electricity at the ground near Boy 1/Teen Jeremy]: That was a warning shot.

[Teen Jeremy]: Tell you what, you calm down, and we'll help you find a place to live, with us.

[Young Kevin]: You're just trying to use me 'cause of my powers. I'll be nothing but a puppet for you to steal whatever it is you guys want.

[Teen Jeremy]: You're smarter than you look, kid, but even if your assumption is true, you still need help either way. Look at you, you're all bark and no bite. When did you last get clean water to drink, hm? We both benefit from this.

[Young Kevin]: 'This'?

[Teen Jeremy]: Join us. We can teach you how to survive and you can help us-

[Young Kevin]: -I've been survivin' just fine on my own, I just need time. Plus, I don't really trust you. (pauses) Or anyone.

[Teen Jeremy]: Alright, look.

He takes out a knife from his pocket and slowly lays it on the ground.

[Boy 3, whispering]': What are you doing?!

[Teen Jeremy, to Boy 3]: Shut up. (to Kevin) Gotta come clean, I was gonna kill you, but-

[Young Kevin]: (scoffs) As if you could.

[Teen Jeremy]: But that thing you did with that lamp over there made me reconsider. You're special. Join us and we'll help you. We'll protect you.

Young Kevin shows Teen Jeremy his hands, glowing with electricity.

[Young Kevin]: Do I look like I need protection?

[Teen Jeremy]: I was just like you, you know. Acting tough, thinking I could make it alone. I was wrong. You get desperate, you do things to survive. Sooner or later, you'll become a fugitive. But if you're still alive, that doesn't matter. ...

Magnolia Terrace
February 2, 2014, 3:42 PM EDT

We see Kevin's car driving down Gwen's neighborhood, Magnolia Terrace, approaching her house. The camera zooms into the car to reveal Kevin finishing his story to Gwen, who is in the passenger seat with her school bag on her back.

[Kevin]: ...and I stayed with them for about two months. Did some stupid stuff. (shakes his head): It really brings back bad memories.

[Gwen, putting a hand on his shoulder]: You're past that.

Kevin turns to her and smiles before pulling up outside Gwen's house. She unbuckles her seatbelt and opens the passenger door.

[Gwen]: Wanna come in for a while?

[Kevin]: Nah, I gotta get some things in order before college tomorrow.

[Gwen]: I almost forgot.

She reaches over to him and kisses him on the cheek.

[Gwen]: Good luck.

Kevin blushes.

[Kevin]: Bye.

Gwen climbs out of the car and closes the door behind her, walking towards her front door.

Pratt's Coffee
February 2, 2014, 3:45 PM EDT

We see the interior of a cafe, with brown walls and a cabin-style design. Ben, Charlie and Jonesy are sitting in a booth by the window near the entrance. Ben and Charlie are sitting opposite Jonesy.

[Charlie, to Ben]: So, what's it like to have that watch again?

[Ben]: Well, this actually isn't the same watch. This is a new one.

[Charlie]: Oh.

[Ben]: But I get what you mean. It brings back lots of memories and it's fun to turn into aliens and all, but I'm just afraid I'll get overwhelmed by everything. I haven't been going for soccer practice lately because I've been so tired.

[Jonesy]: Why don't you just quit the team?

[Ben]: I was considering it. I don't know, we'll see how it goes.

[Male Voice on TV, offscreen]: Following the resignation of... (continues in background)

Ben turns his attention to the flat-screen TV attached on a wall above the counter. The Will Harangue Nation is playing.

[Will]: ...mayoral nominations will be running from today until March 2nd.

[Ben]: (loudly): WHAT? A MONTH?

A few customers look at Ben, annoyed.

[Jonesy] Didn't know you were into politics.

[Ben]: I'm not, but that time frame is absurd!

[Charlie]: The Deputy Mayor declined being mayor, so I guess they're desperate for a new mayor.

[Will]: As of yet, there has only been one candidate, a businessman who recently moved to Bellwood, Justin Case. Mr. Case owns CaseCorp, a tech company in Rapid City. With a new branch opening in Bellwood, Mr. Case will be overseeing its development until he becomes mayor, or should I say if. (continues in background)

[Jonesy]: Justin Case? What kind of name is that?

The doorbell rings as the door opens. A few girls walk into the cafe, though Ben is focused on a pale-skinned, dark-clothed girl.

[Charlie, teasingly grinning]: You're looking at Crystal, aren't you?

[Jonesy, to Charlie]: She was his first crush in elementary school. (to Ben) Isn't that right, Ben?

Ben continues to stare at Crystal as she and her friends line up at the counter.

[Jonesy]: Dude?


Madison Elementary School
April 10, 2004, 7:12 AM EDT

We see eight-year old Ben walking down the busy hallway of the school with Young J.T. next to him.

[Young J.T.]: I don't think it'd be a good idea for me to come and play today, Ben. My mom wants me to-

Another boy with dark hair nudges his way through the two boys, pushing them aside. He continues walking without bothering to look at who he nudged.

[Young Ben]: Hey!

The boy immediately turns around and shoves Young Ben towards a locker. We get a clear shot of his face, revealing him to be Young Cash.

[Young Cash]: Listen, punk. Stay out of my way, or the next time we meet, your money's mine.

Young Ben grunts as he struggles to escape Young Cash's grasp. A few students observe the scene from afar. Young J.T., not knowing what to do, merely looks in pity at Young Ben.

[Female Voice, offscreen]: Let him go!

Young Cash turns his head slightly to see Young Crystal running towards him. More and more students pay attention to what's happening.

[Young Crystal]: Let him go or I'll tell a teacher!

[Young Cash]: Like you're brave enough.

Young Crystal crosses her arms, her expression remaining serious. Young Cash grunts and releases Young Ben, grabbing Young J.T.. Young Ben rubs his shoulders as Young Crystal looks at him

[Young Cash, to Young Ben]: This isn't over. (to Young J.T.) You're coming with me.

Young Ben opens his mouth to say something, but decides not to, watching in defeat as Young Cash walks away. Young Ben turns to face Young Crystal.

[Young Ben]: Thanks for the help back there. I'm Ben.

He extends his hand for her to shake, smiling awkwardly. Young Crystal shakes Young Ben's hand.

[Young Crystal]: Crystal. I just moved here from Tesla Elementary School. I'm actually pretty lost.

Noteworthy EventsEdit

Major EventsEdit

  • Crystal makes her debut.
  • J.T. and Cash make their Protector of the Omniverse debuts.

Minor EventsEdit

  • It is revealed that Ben's first crush was a girl named Crystal, who he met in elementary school during the second grade.


  • Ben Tennyson (18-year old and 8-year old selves (flashback))
  • Gwen Tennyson
  • Kevin Levin (19-year old and 11-year old selves (flashback))
  • Charlie Grant
  • Jonesy
  • Crystal Phoenix (first appearance; 18-year old and 8-year old selves (flashback))
  • J.T. (first reappearance; 8-year old self (flashback))
  • Cash Murray (first reappearance; 8-year old self (flashback))


  • Will Harangue (on TV)

Aliens UsedEdit


  • Pratt's Coffee is named after the actor Chris Pratt, who voices Cooper Daniels in this series.
  • Tesla Elementary School is named after the inventor Nikola Tesla.


  • UltiVerse researched abandoned New York subway stations in order to have Kevin be in one of them.
    • Originally, the 18th Street IRT Lexington Avenue Line was chosen but it was switched to the 91st Street IRT Broadway–Seventh Avenue Line for plot convenience.

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