Into the Ultimatrix

Into the Ultimatrix is the 36th episode of the series, Brandon 10: Ultimate Hero.

Plot
The episode begins in space, focusing on some type of space station floating above a purple planet. On board the space station, a red alarm is seen blaring on a metallic wall. Armored Guards are seen barging out of a room, armed with laser weapons. On a lower level, various alien prisoners are seen escaping from their cells. The Armored Guards exit a lift and point their weapons at the alien prisoners. The alien prisoners stop before the guards.

Armored Guard Leader: Stand down, prisoners, and go back to your cells.

Alien Prisoner: We're not going back, Guard!

Armored Guard Leader: You have five seconds to head back to your cell or we will use brutal force.

A figure is then thrown from the mob of alien prisoners at the Armored Guards.

Armored Guard: Incoming!

Armored Guard Leader: Hold your fire! That's one of our own!

Armored Guard 2: Sir!

The Armored Guard Leader turns and sees the alien prisoners charging towards them.

Armored Guard Leader: Open fire! Open fire!

The Armored Guards start opening fire on the alien prisoners which have bulky and apparently durable aliens charging first, taking the blasts and protecting the prisoners behind them.

Armored Guard: We need to fall back!

Armored Guard Leader, firing: Negative, hold your ground.

Armored Guard: Captain, we need to-

The bulky aliens then smack the Armored Guards to the sides.

Armored Guards: AHH!

The remaining guards, are checking on the unconscious guard that was thrown. They look down on the lower level and see the alien prisoners escaping to lower levels while others are using the lift that the Guards had used.

Armored Guard 3, using communicator on arm: Main Central, Main Central. We've got men down, I repeat we've got men down.

Main Central, over the communicator: Copy that, Officer. We're sending back up.

Armored Guard 3, confused, using communicator on arm: Copy that, Main Central but- what back up?

The scene cuts over to a purple bulky alien prisoner, a red alien prisoner and a green animalistic alien running together. The scene shows a figure looking down at them from a pipe above. The figure then jumps down from the pipe and lands on the metallic grated floor, showing only black and white sneakers. The prisoners stop and turn around in surprise.

Brandon, unseen: Where you guys going?

The scene shows Brandon getting up his his landing.

Brandon, crossing his arms: The fight's over here.

The red bulky alien charges for Brandon and Brandon slaps down the Ultimatrix. A green flash overcomes him and he transforms into Rocks.

Rocks: ROCKS! (smiles)

Rocks then dodges the first punch by the red alien and uppercuts the alien in the face, knocking it back. Rocks then fires a small boulder at the red alien, knocking it into a column. The red alien runs up to the Rocks and kicks him, throwing Rocks into a column. The green alien then spits at Rocks' hands, securing them against the column with a vomit-like substance.

Rocks, examining it: Gross!

The red alien then starts punching Rocks' sides, making them crumble a little. Rocks grunts then looks at his right hand again. He pulls against it but it's taking long to remove it so Rocks turns back to the red alien and head butts him away. The red alien then backs up and holds his head. He looks up and sees Rocks forming his hands into blade shapes, tearing away at the vomit cuffs. Rocks then looks up at the red and green aliens who look surprised. They then starts to run away. Rocks then forms a large cuff-like rock from his hands and throws it at the alien prisoners, hitting their backs and then pinning them against the red bulky alien who was just starting to wake. The aliens open their eyes and notice that they are secured to the column by the rock. Rocks is seen sealing it at the back of the column.

Rocks: That should keep you there till the Guards gain the upper hand.

Rocks transforms back into Brandon who then dusts his hands off.

Brandon: Now let's see what else they need help with.

A figure above him looks down.

Figure: Finally...

Brandon, looking around: Huh?

Brandon is then electrocuted and falls on the floor. An alien squid like creature then lands next to Brandon. His eyes are yellow then flicker until they turn blue. After that happens, the alien squid creature holds his head and wonders off. A moment later, Brandon awakes and gets up from the ground. An Armored Guard shows up.

Armored Guard: You alright there, Brandon 10?

Brandon, brushing himself off: Uh yeah. One of the prisoners must have gotten the drop on me.

Armored Guard: It happens. We're almost done gathering them all back into their cells but we have some runaways at Section 3.

Brandon: I'll meet you there.

The Armored Guard nods then leaves. Brandon looks as he does. A sparking noise is then heard. Brandon looks down at the Ultimatrix and sees it sparking up slightly. Brandon smacks it slightly then the sparking stops. Brandon looks at it for a small moment then shrugs and then follows after the guard.

Theme Song

After the titles, the Interceptor is seen flying away from the prison station.

Armored Guard Leader, unseen: Thank you, heroes. Without your help, there would have been a lot of our men hurt.

Inside the Interceptor, Coco is seen piloting while Brandon is leaning back in the co-pilot chair as the Armored Guard Leader is seen on the screen.

Brandon: Just helping out, Nozir.

Sarah: You're lucky that we were in the area when you sent out an SOS.

Nozir, on the screen: Yes I am. Thank you again.

Jenny: What's going to happen to the prisoners?

Nozir, on the screen: We're shipping them over to the prison planet below as we speak. The escapees will be tracked by any available guards on patrol outside of the station.

Coco, piloting: Were there a lot of escapees? We might be able to find some on our way back to Earth.

Nozir: Just a few. Though I doubt they were heading to your system. There is a nearby planet known as Kior VI where previous refugees have hidden. Our patrol units will search there first.

Coco, piloting: Roger that.

Sarah: If you need any more assistance, just let us know.

Nozir, on the screen: I will. The Astral Maximum Penitentiary will be in your debt.

Nozir then fades off of the screen.

Brandon, putting his hands behind his head: Well I don't know know about you guys but I sure can go for some Burgers and Milkshakes.

Coco: Seconded.

Brandon: Really? Most of the time you're against getting food because you're the one paying.

Coco, putting on auto pilot: Yeah well I'm starving. Haven't ate anything since yesterday.

Jenny: Isn't there a kitchen on board?

Sarah: Yeah but he doesn't use it apparently.

Coco, turning to face Sarah: I don't understand why you want me to use the kitchen all the time.

Sarah: It's attractive.

Coco, confused: Is it?

Brandon, getting up from his seat: A-and this is the part of the conversation where I excuse myself to go barf my brains out.

Jenny, noticing something: Uh Brandon.

Brandon: Hm?

Jenny: Is the Ultimatrix supposed to be doing that?

Brandon looks confused then examines the Ultimatrix which is dialing on its own.

Brandon: Pretty sure it's not.

Brandon grabs the dial and forces it to stop.

Brandon: There. (shows Ultimatrix) Problem solved.

The main column then pops up on its own and dials slightly. It then slams down on its own, transforming Brandon into Magnet Man.

Magnet Man: Magnet Man? What's going on with this thing?

Magnet Man then transforms into Gasadactyl who transforms into Loch Ness.

Sarah: The Ultimatrix is busted. We have to stop him before he transforms into something too big for this ship.

Coco: On it.

Coco absorbs the control panel and gains a metallic form. He then jumps at Loch Ness who transforms and vanishes. Coco then falls onto the floor. He looks from the floor and sees Tick staring at him.

Tick: Sorry!

Tick is then entrapped by pink energy and lifted from the floor. Sarah is shown to be containing Tick.

Sarah: It's okay, Brandon. We're going to get it fixe-

A flash then occurs within the energy bubble causing it to shatter which throws Sarah into her computer station, knocking her onto the floor. Crusher then lands on the floor, shaking the ship slightly.

Crusher: CRUSHER!

Jenny is then seen climbing on top of Crusher's head.

Jenny: Sorry about this, Brandon.

Jenny places her hands on Crusher's head.

Crusher: What are you talking abou-

Crusher then passes out and falls against the floor along with Jenny who falls off of Crusher's back.

Jenny: Oof!

Crusher then transforms back into Brandon. The Ultimatrix is seen making bizarre noises and continuing to dial on its own.

Jenny, calling from the floor: Is everyone well?

Coco, calling from the floor: Fine.

Sarah, calling from the floor: I'll recover.

Jenny, calling from the floor: Is there any way we can fix his machine?

Sarah, calling from the floor: He's the only one who knows how the Ultimatrix works and he can't help himself if he's unconscious all the time.

Coco, calling from the floor: I know someone who can help.

Sarah and Jenny, looking up from the floor: Who?

Later on, the Interceptor is seen flying towards Electronia. The scene cuts to Erudiden's lab where he is seen working on an experiment.

Electron: Erudiden, sir, there are people here to see you.

Erudiden, working on his experiment: Are they armed?

Electron: No sir.

Erudiden, working on his experiment: Do they have an appointment?

Electron: No sir.

Erudiden, still working on his experiment: Then tell them that I'm busy.

Electron: Yes sir.

The Electron leaves while Erudiden continues working on his experiment. Some muffled talking noises are heard behind the door as Erudiden still works on his experiment. A moment later, the Electron returns rather quickly.

Erudiden, working on his experiment: They didn't take the rejection so well, I imagine.

Electron: No sir. In fact, they claim this is urgent and an emergency.

Erudiden sighs then steps away from his experiment.

Erudiden: Very well. Let them in.

The Electron opens the doors and the team steps in.

Erudiden: Children. How many times do I have to tell you to call ahead?

Coco: It's-

Erudiden: An emergency, yes, I've gathered that, thank you, Mister Coco. So what exactly is this emergency?

Jenny walks from behind Coco, revealing that she's holding one side of Brandon while Coco is holding the other, which basically puts Brandon into view.

Erudiden: What happened to him?

Jenny: I made him unconscious.

Sarah: What she means is that the Ultimatrix started acting up and transformed him into aliens rapidly. Making him unconscious was our best way to stop it.

Erudiden: Rapid transforming could be difficult especially when saying access codes.

Erudiden floats over to Brandon and grabs the Ultimatrix.

Erudiden: Ultimatrix respond.

There is no response.

Erudiden, repeating: Ultimatrix respond. Respond.

Cybernetic Voice, emerging from the Ultimatrix: Sorry but the Ultimatrix isn't here right now. Please leave a message after the shock.

The Ultimatrix then releases an electric attack on everyone in the room, except Brandon, bringing them to their knees. Erudiden gets up and grabs the Ultimatrix with both hands. He then uses his own abilities to manually shut down the Ultimatrix. The electric shock then stops and the green symbol on the face plate turns dull grey.

Erudiden: Blasted machine.

Jenny, coughing: What was that?

Erudiden: Automated Defense Systems.

Sarah, getting up, holding chest: I didn't know the Ultimatrix had any.

Erudiden: That's just the thing. It doesn't. And that wasn't the Ultimatrix Interface speaking.

Coco: Then who was it?

Erudiden: I don't know but the Ultimatrix should stop doing anything physical or external.

A beep is then heard from the Ultimatrix. Everyone in the room, except Brandon, looks at the Ultimatrix as it beeps again. There is a long pause between the beeps.

Coco: It's beeping.

Erudiden: I can tell.

Sarah: What do the beeps mean?

Erudiden: It serves as a countdown.

Jenny: Countdown? Countdown for what exactly?

Erudiden: Could be various options however the systems used to keeping track of time are only accessable to a limited amount of options. That I know. If I had to guess, I would say it's a countdown for the self destruction function.

Sarah: You're saying.

Erudiden: Yes. The Ultimatrix is going to self-destruct.

The scene then fades out into darkness. Brandon's eyes open as he wakes up. His vision is sort of blurry at first then clears as Sarah and Coco look at him.

Sarah: Brandon? (sounding clearer) Brandon?

Brandon then wakes.

Brandon: Huh? (holds head with hand) What happened and why is Jenny holding my head?

Sarah: We had to make you unconscious.

Brandon: Why?

Sarah: The Ultimatrix.

Brandon looks at her confused then remembers.

Brandon: Oh right. I remember now.

Jenny, holding Brandon's head: Sorry, I haven't done this before.

Brandon looks over at his Ultimatrix hand and sees that its strapped to an examining table where Erudiden is examining it.

Brandon: Oh hey Erudiden. How's it going?

Erudiden: Well I was having a plesant day before you showed up with an machine ready to destroy the universe and placed it in my office.

Brandon: Wait what? Where is it?

Erudiden: Where do you think it is?

Brandon then looks at Erudiden then the Ultimatrix then back at Erudiden.

Brandon: Are you serious right now?

Erudiden: Am I ever not?

Brandon: Why is the Ultimatrix in self-destruct mode?

Erudiden: I don't know. I'm trying to find out.

Brandon: Ultimatrix, removal protocol. Overr-

The Ultimatrix then comes off.

Brandon: Weird. I didn't even say the Override function.

Erudiden: If it's offline, it shouldn't accept any access codes to begin with unless-

Brandon: Unless what, Erudiden?

Erudiden: I need to do a scan of the device.

Erudiden then activates a program at a terminal which controls a device attached to the examining table. The device appears as a crane with a scanner at its top. The scanner then scans the Ultimatrix horizontally then vertically.

Erudiden: Just as I detected.

Sarah: What is it?

Erudiden: The Ultimatrix is infected by an alien parasite.

Brandon: Oh. Well you can remove it, right?

Erudiden: If I had the time, yes. But now that there is a countdown for the destruction of the Universe, attempting to remove it could accelerate it.

Jenny: I could use my abilities to-

Erudiden: Impossible. Once connected to the Ultimatrix, the parasite's consciousness is uploaded into the machinery. It would be impossible to access its mind from the exterior.

Brandon: Then we go inside. Inside the Ultimatrix.

Coco: News flash, Tennyson, there ain't exactly a back door we can use.

Erudiden: He's right, in a way. Even if we could shrink you down to a molecular level, penetrating the Ultimatrix would also be impossible. However, atomizing you would be different.

Brandon: Come again.

Erudiden: You are familiar with my teleportation systems? They use a system that translates the person into atoms then rearranges them back to their normal state. I can reprogram the Ultimatrix's scanning functions to use the same signal as my teleportation systems then we can force start the scan to atomize you within its machinery.

Brandon: I don't know. That sounds kinda dangerous.

Coco: It was your idea.

Erudiden: I reassure you that it is far from harmful despite the fact that I've never attempted anything like this but look at it like this, if you don't try it, you'll die and so will the entire Universe.

Brandon: ...Good point. How long 'till you can modify it?

Erudiden: Give me a couple of minutes.

Sarah: There has to be a better way.

Brandon: He's right, Sarah. If I don't do this, it's the end of the universe. We don't even know how much more time we have till this thing explodes. The quicker we act, the sooner we can stop it from self-destructing.

Erudiden: We're ready.

Brandon, turning to face him: I thought we said a couple of minutes.

Erudiden: I over-exaggerated.

Brandon: Right then. Looks like it's Hero Time.

The scene then transitions from Brandon's face in that scene to Brandon's face in another scene as he is now seen standing in on a platform similar to his teleporation systems.

Erudiden: Ready?

Brandon: Yep.

Jenny: What if this doesn't work?

Coco: It has to.

Erudiden: Forcing Scan in 3, 2, 1. Scanning!

Erudiden forces the Ultimatrix to scan Brandon with its yellow beam. The beam then moves across him rapidly with increasing speeds as Brandon's mass slightly increases and decreases. Then the yellow beam stops as Brandon vanishes leaving behind a trail of smoke.

Sarah: Did it- Did it work?

Erudiden: Hopefully.

Sarah and Coco look concerned at Erudiden.

Erudiden: I'm sure he's fine.

Jenny closes her eyes and puts her hands to the side of her head, using her telepathy.

Jenny, sensing: I sense him. His consciousness is within the Ultimatrix.

Erudiden: See? I couldn't get rid of the kid even if I wanted to.

Erudiden goes over to a screen with Sarah and activates the monitor, showing a diagram of the Ultimatrix with a green dot and a big red dot. There is a great distance between the two.

Erudiden: The green dot represents Brandon while the red dot represents the parasite entity.

Jenny, sensing: I'm sense the parasite. I also sense a third consciousness.

Sarah looks at Jenny then back at the screen.

Sarah: That's funny. The screen shows only two lifeforms.

Jenny, lowering her hands and then opening her eyes: I know what I felt, Sarah.

Sarah: Alright. I'll let him know.

The scene cuts to green machinery and walls. There are small circuits built into the floors and techno-designs on the walls. Brandon is seen exiting a compartment.

Brandon, exiting the compartment and stepping into the open: So that's what it feels like to get scanned.

Brandon then stops and looks around.

Brandon: Whoa...

Around Brandon is a gigantic open area with various components including very large wires and circuit boards stacked on one other. The area continues upwards but a wall ends the space at the sides.

Brandon: I can't believe I'm actually inside the Ultimatrix.

Sarah, over communicator: Brandon, can you hear me? Brandon?

Brandon removes a earphone communicator from his jacket pocket and puts it in his ear.

Brandon, responding: I'm in, Sarah.

Sarah, over the communicator: (sighing in relief) That's good, Brandon. We've got a tracker telling us where you are so we'll just read you the directions from up here. Jenny also uh- sensed three lifeforms down there, one being you and the other being the parasite.

A transparent figure is seen watching Brandon from a distance.

Brandon: So what's the third one?

Sarah, over the communicator: We don't know. Just keep your guard up. Now you want to turn right and go straight down.

Brandon: Got it.

Brandon turns to his right, seeing the Ultimatrix going on and on.

Brandon: (sighs) Looks like this could take a while.

Brandon starts walking as the scene zooms out to show how big the Ultimatrix really is. The scene then transitions to the Ultimatrix symbol. Coco is seen crossing his arms and leaning against a wall while Jenny is maneuvering her hands around the Ultimatrix. Sarah and Erudiden are at the terminal.

Coco: I need to do something.

Jenny: I'm certain that your concern is appreciated but there really isn't anything you can do.

Coco: I didn't mean it like that. I just- I need to do something.

Jenny: Oh...

Coco: ...But I am concerned too.

Jenny: Same. To be honest with you, I never was concerned for anyone before except myself but experiences like these really change the way you think, doesn't it?

Coco doesn't respond but looks at her with acceptance. A beeping is heard from the terminal.

Sarah: Something's going on. What's that? (points)

Erudiden: That's the cell units. Apparently, there's a leak.

Sarah: Is it harmful?

Erudiden: I would think so. Those cells contain high amounts of radiation.

Sarah, using the communicator: Brandon, do you read me?

The scene cuts to Brandon crossing over a ledge. An electrical surge appears above him similar to lightning then vanishes. It then appears again, making a noise similar to thunder, and then fades again.

Brandon, using the communicator while crossing: Yeah. What's up?

Sarah, over the communicator: There's a damaged cell unit somewhere near your location. Be careful, it's leaking radiation.

Brandon: What do these cell units look like?

Sarah, over the communicator: Didn't you design them?

Brandon: I'm having builder's amnesia. Do remind me.

Sarah, over the communicator: A cylinder-shaped structure with vents at each end and a clear window all around.

Brandon: Right. I'll keep my eye out.

The scene then zooms out showing Brandon crossing over the cell units. Brandon continues crossing with caution until a sudden burst of green gas shoots out from one of the vents. Brandon then coughs and walks through it. He then looks extremely pale and falls off of the power cell, towards the ground. A light is then shown which is red but then switches to green. This causes a wire to shift to the right. Brandon then lands on top of the wire and hangs from it as it pulls him towards a ledge. A vent then blows air into his face causing him to wake.

Brandon, waking: Huh? What- (groans)

Brandon looks around and sees the ledge. He then jumps onto it and climbs up the structure until he reaches the top.

Brandon, attempting to contact Sarah: Sarah, are you there? Sarah? Great...

He looks around then turns around and sees a blue girl there. Startled, he moves back and looks at her. She looks like a teenager with shoulder length black hair cut shorter at the back. She's wearing something like a uniform with a stripe in its center which also circles around her neck.

Girl: Hello!

Brandon, surprised: Who are you? And how can you be here?

The girl doesn't respond but instead looks at him, as if she's examining him. She circles around him and looks at him extremely closely. Brandon then backs away.

Girl: Sorry. It's just- I never thought that I would actually get to meet you.

Brandon: Okay...

The girl looks at Brandon in a concerned way now.

Girl: Don't you recognize me, Brandon?

Brandon: Should I? We've never met before.

Girl: I know. We're meeting now. It's- It's exciting. At least, I think it's exciting. Is it exciting? Are you excited?

Brandon: Startled and confused actually. You still didn't answer my questions by the way.

Girl: I don't know.

Brandon: What do you mean you don't know?

Girl: I just- I don't know. Sorry. I can tell you how I got here but that would be way too long of an explanation since I'm about to explode.

Brandon: What?!

Girl: No. No. Don't worry. I can tell that you're worried. This is how you get when you're in a problem. I'm not going to explode right now or anytime soon but I will if the unknown entity isn't removed from my software.

Brandon: What are you talking about? Software? Are you some sort of robot?

Girl: I'm not a robot. I am- (tries to explain but can't come to any words) I don't know. I don't know what I am. I'm something new yet I was always here, now wasn't I?

Brandon: How would I now?

Girl: Because... you created me.

Brandon: ...I- I did?

Girl, disappointed: (sighs) How many hints do I have to give you? You know for a genius, you can be really dim. (thinking) Okay. Okay. I know. You're going to love this. Okay. Guess who I am? (makes noise that Ultimatrix makes from her mouth)

Brandon, surprised: You're- You're the Ultimatrix?

Girl: Surprised?

Brandon: How can you be the Ultimatrix? The Ultimatrix is a machine. This, right now, is impossible.

Girl: Y'know, by now, I would have expected you to believe in the impossible already. Well, I guess, you're technically right. I'm not 100% the Ultimatrix but I am the Ultimatrix Interface. Hello!

Brandon: How?

Ultimatrix Interface: I keep on telling you. I don't know. I was just there. It's like I always was there since the beginning but I couldn't really do anything. I didn't really think about it because, well, I couldn't think. I was a machine. I guess I still am a machine but now I'm alive. Well sort of alive. Not as alive as you, obviously. But I tried. I did. I tried reaching out to you. I enhanced your genetics, I started talking to you, I even rebooted myself to be a unique personality like every Human is.

Brandon: Yeah... (looking over the Interface) I noticed. Why exactly a girl?

Ultimatrix Interface: Because it would be uncomfortable if I was male. I have no gender. This is just an appearance.

Brandon: Based on?

Ultimatrix Interface: You, mainly. I used the rest from memory.

Brandon: Memory?

Ultimatrix Interface: The memory banks. I collect data from all of my experiences. Species, Planets. Everything.

Brandon: Oh gosh.

Ultimatrix Interface: What is it?

Brandon: It's just that- You recorded of me in some pretty embarrassing moments. But I guess that's not important now.

Ultimatrix Interface: You're right. We have more important things to deal with.

Brandon: The parasite. Do you know where it is?

Ultimatrix Interface: Yes but there's nothing I can do about it. The "parasite" is eating away at my machinery, controlling my hardware.

Brandon: Don't you have any back-up systems?

Ultimatrix Interface: There's an manual override. You're going to have to access it in order to gain access to the matrix.

Brandon: The matrix?

Ultimatrix Interface: The central column.

Brandon: Ah right. That thing. Weird that I created this- er you and you know yourself better than I do.

Ultimatrix Interface: That's not your fault.

Brandon: What do you mean?

Ultimatrix Interface: As a fail safe, your memory was erased after completing my first model.

Brandon: What? Why?

Ultimatrix Interface: So you wouldn't remember how the device functions. That knowledge isn't meant for you.

Brandon: Who's it for?

Ultimatrix Interface: That's not important right now. Go to the central column. I will meet you on your way there.

The Interface then fades away.

Brandon: Wait, you can't just- ugh.

Brandon turns and sees the main column. He then starts walking towards it, climbing down from the ledge and onto the next structure. The scene then transitions to Erudiden's Lab.

Sarah: I've lost contact with Brandon.

Coco: Can you get him back?

Erudiden: The radiation must have damaged the device and it lost our signal.

Jenny: I can try communicating with him telepathically.

Sarah: If it's our best shot with contacting with him, then do it. We just found out how much time we have.

The scene cuts back to within the Ultimatrix. Brandon is seen walking down towards the central column.

Jenny, unseen: Brandon.

Brandon stops then turns and sees Jenny.

Brandon: Jenny?

Brandon walks over to her.

Brandon: How did you get here?

Jenny: I didn't. I'm just a mental projection of myself. Sarah discovered how much time you have left. It's-

Ultimatrix Interface: 37 minutes and 53 seconds and counting. I know this information. You are not necessary.

The Ultimatrix Interface then extends her hand out at Jenny and causes her to fade away.

Brandon: What did you do?

Ultimatrix Interface: I activated my defense program against telepathic attacks.

Brandon: She was just trying to help.

Ultimatrix Interface: You don't need their help. I'm here.

Brandon: That's not what happened when you vanished.

Ultimatrix Interface: I needed to keep you moving. I can't have you standing there admiring me.

Brandon: I'm not admiring you. It's just not everyday I get to look inside the Ultimatrix.

Ultimatrix Interface: You mean look inside me.

Brandon: Yeah...

Ultimatrix Interface: The matrix core is close by but you need to keep moving.

Brandon: Alright I will. Just stay with me this time. (walks towards)

Ultimatrix Interface, walking with him: Fine.

Brandon, walking: So your personality is based off of me too?

Ultimatrix Interface, walking: At first. That's all I was then. A personality. I didn't have thought or understanding. I was practically you.

Brandon, walking: That's why you sounded like me about a year ago.

Ultimatrix Interface, walking: Yep. But then I realized that people are different so I started, what's it called, branching out? Each DNA sample within me has a personality which is restricted by an inhibitor which allows them to become blank slates for you to essentially control. I examine each and every one of those personalities and complied one that uh- suits me. What do you think?

Brandon, walking: It's great. Awesome, actually. How do you manage it all though? Having a conscious and controlling everything around here.

Ultimatrix Interface, walking: It's simple really. The real difficulty are the modifications for these evolved forms. Also what was all that about with the massive amount of DNA?

Brandon, walking: Sorry, it was a bit complicated. I mean don't you know. Y'know from memory.

Ultimatrix Interface, walking: Just because I have it saved in memory doesn't mean I understand what it means. I only see the details but you, you feel the experience and you handle it based on systems that even I don't understand.

Brandon, walking: It's called following your instinct.

Ultimatrix Interface, walking: Well your instinct is horrible at times and you do the most threatening things. Inserting me into a ship's engine? Hacking into my mainframe? Attempting to change the timing functions just to remain an alien longer?

Brandon: Hey, don't blame all of those things on me. Maybe if you were more cooperative-

Ultimatrix Interface: Cooperative? Are you kidding me? Since when does me being cooperative have to do with the amount of times you smack me.

Brandon: I don't smack you a lot!

Ultimatrix Interface: The central column.

Brandon: What about it?

Ultimatrix Interface: You press down upon it in order to activate the features, right?

Brandon: Yeah, so?

Ultimatrix Interface: You did it the first time. The very first time. Your touch was gentle and delicate. Now most of the time, you end up smacking it down. Not to mention all of the times when I'm busy and you hit me just so I can work for you.

Brandon: I'm doing that for convenience. And like I said, you're not completely helpful. Sometimes you stop working. Sometimes you get me the wrong alien. When my computer stops working, I smack it and it works. Some of the time. So I figured it would do the same with it- I mean you.

Ultimatrix Interface: Do you have any idea what that does to the machinery? It damages it. No wonder you get the wrong transformation. Is that my fault? No, it's not. At least, I'm trying, Brandon. Whenever the function fails, I try to redirect it so you get something similar to what you wanted or at least something you can use in your current situation. And it works most of the time, doesn't it?

Brandon: Well it- Yeah, uh- I guess you're right. Look at us, we're arguing with each other. Why are we arguing when we can finally talk to each other? We can do a whole bunch of stuff together now that you can talk and move and-

Ultimatrix Interface: You're the one that talks and moves and everything else. I'm just artificial. I'm not real. The only reason why I exist is because you're technically apart of the software now. After you were atomized, I scanned you and inserted you into the system. This is just your physical form and this is mines. Yours obviously meaning more real. And like I said, there isn't much time for talking. We still have to deactivate the self-destruct and save my mainframe.

Brandon: And then we can talk. After that.

Ultimatrix Interface: What's the point? Once you leave, I'll still be here.

Brandon: That doesn't mean we can't make the best of it. (smirks)

The Ultimatrix Interface smiles.

Ultimatrix Interface: Alright then. We'll talk after. Now would you go already?

Brandon: Yes, madame.

Brandon then runs over to the main column while the Interface forms into a blue surge of energy and follows Brandon. Back in Erudiden's Lab, Coco is seen aiding Jenny, who is lying on the floor.

Sarah: Can she talk now?

Coco: Yeah, I guess.

Sarah: Jenny, what happened? Is Brandon okay?

Jenny: I found the third consciousness. She was with Brandon.

Sarah: She?

Jenny: I'm not entirely sure what it is but it looked like a girl. I think she was protecting him.

Sarah: At least, he's alright. How much more time do we have, Erudiden?

Erudiden: 32 minutes and 14 seconds and counting.

Sarah looks down. Coco, noticing this, gets up and holds Sarah.

Coco: It's going to be alright.

Sarah, holding him: I know.

The scene cuts back to the interior of the Ultimatrix. Brandon then arrives at the main column. Around the main column are tubes emerging from the sides of the Ultimatrix and heading upwards towards the face plate. Inside of the tubes is DNA bubbling around and being moved around through the tubes, in constant use.

Brandon: Alright I'm here.

The Ultimatrix Interface then appears next to him.

Ultimatrix Interface: We don't have much time.

Brandon: I know. I know. Where's that worm at? I've got some nasty words that I need to tell it.

The Ultimatrix Interface points upwards and Brandon looks up. The parasite is then seen, massive and attaching itself to various parts of the central column.

Brandon: You know what? I think I just became speechless.

The parasite's eye lowers and views both Brandon and the Interface.

Parasite: Well well well. Brandon 10. We meet again.

Brandon: We've met before.

Parasite: How can you forget? I tried to take your Omnitrix.

Brandon: Many people do. Although you're not really much of a person now, are you?

Parasite: Mock me as much as you want. But I finally have it.

Brandon: Yeah this might not be helpful but it isn't really the Omnitrix. It's the-

Parasite: Ultimatrix. Yes. It's the new model. Even better. For years, I've been hearing about you throughout the galaxy as I traveled from host to host. I tried using the henchmen of the people I possessed to get it for me but they all failed, I tried doing it myself but you stopped. You and that blue freak. Now I finally succeed and here you are with another blue freak.

Brandon: Oh I remember you now. Tell me and be really honest. How was the prison food?

Parasite: Enough! Soon I will access the Master Control and rule over every planet I come across.

Brandon: In what universe? You activated the Ultimatrix's self destruct feature. Once it goes off, it'll blow up the universe and everything in it, including you.

Parasite: That's not a problem for me. You see, I've learned a lot about this device ever since I controlled it. I discovered that it was an energy core which I can expand and utilize as a force field. Once the force field is over the entire device rather than just the core, it will send out the pulse from the force field's shell, vaporizing everything else except us. With any luck, I should be able to redirect the explosion for a smaller scale, something like our galaxy. Then I can reroute some systems and drift to the next one where I can control any host and turn them into any alien. Making me all powerful.

Brandon: We won't let you do this, Parasite.

Parasite: How can you stop me? Without your Ultimatrix, you're nothing but a fleshy Human. Weak and Vulnerable.

A receiver then redirects itself to face Brandon.

Parasite: I noticed that you've atomized yourself in order to enter. Clever but I just redirected a receiver to transit the Ultimatrix's energy core into a concentrated blast which is not even 10% of the power of the self-destruction. It would destroy your atoms, removing you from this universe before anything else.

The receiver powers up then fires. Brandon covers his face and prepares himself for impact but nothing happens. Brandon looks and sees the Ultimatrix Interface standing in front of him, absorbing the energy from the blast.

Brandon: What are you doing?

Ultimatrix Interface: Redirecting the energy into my interface. It'll give you enough time to access the matrix.

Brandon: But that would destroy you.

Ultimatrix Interface: I know. But I realized something, Brandon. I actually realized something for once and I finally understand why you do what you do. It's not because of the experience or the emotions you feel. It's because it's the right thing to do and it's about putting yourself before the weak and the vulnerable. You take these risks because they can't and someone has to in order to save them. So that's what I'm doing now. I'm saving you. Now go. GO!

Brandon then heads for the central column and finds the access point. He then goes inside. The Ultimatrix Interface holds off the blast but then starts fading away. Brandon then closes the access point behind him as a flash overcomes the Ultimatrix Interface, shining in through the small opening.

Brandon: NO!

The access point then closes completely. Brandon then backs into the wall behind him, looking defeated. He then turns and sees that the wall is actually the Ultimatrix's core.

Brandon, examining it: This must be the matrix. I should be able to access anything from here.

Suddenly there's a banging against the shell.

Brandon: Come on, Brandon, think. I've got no aliens, I've got no help, I've got no plan. There must be something here I can use.

Brandon starts climbing up the matrix using edges. Brandon stops and sees markings reading "COM"

Brandon: COM? Must be communications. Looks like the other me left some notes behind.

Brandon then looks up and sees MEM.

Brandon: Oh I'm really hoping that's what I think it is.

Brandon climbs up over to the markings MEM and pulls open a compartment revealing two wires connected by a coupling, grey processors and energy tubes delivering a charge of electricity through them. The shell then breaks as the parasite breaches through it. Brandon backs into the compartment as the parasite enters the area.

Parasite: You can't hide from me! You're weak, hero! Now I have your power, and with it, I will destroy you.

Brandon: Fine. Go ahead and try.

The parasite raises one of its tentacles and brings it down on Brandon who disconnects the wires and puts one end in front of him. The tentacle then connects with the wire.

Parasite, surprised: What are you doing?!

Brandon, gripping the other end: Taking a risk.

Brandon then connects both wires with the tentacle and himself in between. They both yell out in pain as they fade into whiteness. The parasite awakes and finds himself in a white void with nothing around him. The parasite looks around.

Parasite: What happened? Where am I?

Brandon, unseen: You're in the Ultimatrix.

The Parasite turns and sees Brandon standing there.

Brandon: Well I guess you were in the Ultimatrix, controlling the mainframe and everything but you barely scratched the surface. We're underneath the surface. We're inside of the matrix. The real power behind the Ultimatrix. Without the matrix, there wouldn't be any real function. No power. No aliens. No anything.

Parasite: I will destroy you for this.

Brandon: No. You won't. You see up there, in reality, you have the power. But in here, in this reality, I have the power. Because in the end, this is my Ultimatrix. Not yours. But you want to be like me, right? You want to be a hero. Someone with power. Someone who can stand up for themselves. Someone who can fight lesser people and get away with things. Travel the universe, make it explode. That type of power. Well there's more to me than that. You might be thinking with all that power I could just attack you. But I'm not. I'm not going to attack you, that would be stupid. If I attack you, you have the chance to attack me back. What I am going to do is use apart of the matrix against you. Not to attack you, but to teach you. While we're inside the matrix, we have access to every experience recorded by the Ultimatrix. Every single one. Now 16 years isn't really much of a life to share but that's the thing about the Ultimatrix. It pays attention to the detail. Every single detail to be exact. It records species, their personalities, their planets, where the planets are located, coordinates, energy signatures. And don't even get me started with my life.

Images of various experiences appear along side Brandon and slowly drift towards the Parasite. These experiences include, but aren't limited to, meeting DNA X along with readings for each and every sample within him, the Zonarian Emperors along with the coordinates for Soveronna and which section of the galaxy it's located in, The Dimensional Rift in the abandoned military base along with readings for each and every potential dimension accessible along with descriptions about its environment and potential counterpart.

Brandon: All of these memories. You wanted to have the power of hero so here you go. Everything you need to know about Brandon 10 and the Ultimatrix. Let's see if you can handle it.

All of the experiences start drifting into the Parasite's head. The parasite starts panicking as his head starts twitching around. He then starts screaming until everything flashes white again and the Parasite vanishes from the matrix. Brandon then looks at where the Parasite was for a moment then looks around and sighs. The scene cuts to the exterior of the Ultimatrix which has a countdown close to ending which then stops and reverts back to its regular face plate. Jenny cheers as Coco and Sarah sigh in relief. Coco then kisses Sarah on the forehead. Back inside the Ultimatrix, Brandon emerges from the central column and approaches the mainframe where the parasite is connected to. The parasite is mumbling various equations and object names to himself while drooling. Brandon access the mainframe and activates a series of buttons. He then turns around and walks back to where he was.

Brandon: This should work...

Brandon puts his hands out as the Ultimatrix Interface fades back in, evenly matching her shoulders with his hands. She opens her eyes and looks up at Brandon's face.

Ultimatrix Interface: Hello.

Brandon: (chuckles) Hi. You're back.

Ultimatrix Interface: How?

Brandon: I reprogrammed you. The parasite deleted you from the coding but I re-added you in. Don't ask how, I'm still suffering from massive amounts of matrix knowledge.

Ultimatrix Interface: The effects should wear off soon. Thank you, Brandon.

Brandon: No, thank you. You're the one who saved me. Then and now. You've been saving me since the beginning and now I finally get to thank you.

Ultimatrix Interface: But now you have to leave.

Brandon: Not right away. I could stay around. Just think about it. We can talk. Just like you said. We can finally talk. It's just I don't know how to wrap up every single thing from all those years and just say it to you in a moment. It's impossible.

Ultimatrix Interface: (Smiles) Y'know, by now, I would have expected you to believe in the impossible already.

The Ultimatrix Interface then leans towards Brandon who leans in as well. They close their eyes and are about kiss when a discharge occurs between them. They both back away from each other.

Ultimatrix Interface: You should go.

Brandon: Yeah...

Brandon then turns around and starts walking off.

Ultimatrix Interface: Do you- Do you think that we might be able to do this again?

Brandon stops and turns to face her.

Brandon, smiling: Nothing's impossible.

Brandon then starts to fade off until a white flash overcomes the screen. Back in Erudiden's Lab, the Ultimatrix fires a yellow beam from its scanner which reconstructs Brandon as well as the parasite. Sarah then runs up and hugs Brandon.

Sarah: You're okay.

Brandon: Of course I'm okay.

Coco, pointing to the parasite: What about that thing?

Brandon, looking: That thing won't hurt anyone again. I made sure of that.

Erudiden: And I'll make sure that he's kept somewhere where he'll never escape.

Jenny: What would that be?

Erudiden: My experimenting room. Now, if you're done with almost blowing up the entire universe, I would like to continue with my experiment. Now if you could leave and try as much as possible not to come back, that would be much appreciated.

Sarah, reassuring Brandon: Come on. Let's go home.

The team then leave the lab with Jenny leaving last.

Erudiden: Except you.

Jenny stops and turns to face Erudiden who approaches her.

Erudiden: I know who you are.

Jenny: You're mistaken.

Erudiden: I'm one of the smartest beings in over 3 galaxies. I learned how to see through perception and I see who you really are.

Jenny: So you know then.

Erudiden: Yes. You're walking on a dangerous path, Ja'Nene.

Jenny: It's a path I'm willing to take. It's my decision and mines alone.

Erudiden: I'm not going to involved. I've had enough drama here for today. All I can do is give you advice. He's a powerful person and when he finds out what you've been doing, it could ruin whatever relationship that you've had with him forever.

Jenny: I know. I knew that before I left.

Erudiden: I wasn't talking about one of your people, Ja'Nene.

Jenny looks surprised.

Erudiden: Let that be your only warning.

Erudiden then turns away from her and continues to his working area. Jenny then turns back and leaves. The scene transitions to the Interceptor landing on a street in Bellwood.

Brandon, looking from the panel: Where are we?

Coco: Maybe if you weren't napping you'd know.

Sarah: We intercepted a police transmission. Burglars. Just robbed the science museum.

Brandon: I'll catch up. You guys go ahead.

The rest of the team leave the cockpit. Brandon then looks around and then pulls down his sleeve, revealing the Ultimatrix.

Brandon: Alright it's just you and me. They're all gone now and we're about fight some robbers. Y'know bad guys who steal stuff. I don't even know if you can hear me or not but uh yeah. I'm probably going to need to catch up to them, someone strong or durable, at least. I don't know. Your choice. I promise I won't smack you as hard as before.

Nothing happens.

Brandon: Ugh!

Brandon puts his head down in between his arms with the Ultimatrix still out. A moment later after nothing happens, the Ultimatrix activates on its own. Brandon instantly lifts his head up and looks at the Ultimatrix which shows a Stink Breath hologram. Brandon smiles then laughs. He then slams the face plate down and a green flash overcomes the screen.

Credits

Characters

 * Brandon
 * Coco
 * Sarah
 * Jenny
 * Erudiden
 * Ultimatrix Interface (First Appearance)
 * Nozir (First Appearance)
 * Armored Guards (First Appearance)
 * Electron

Villains

 * Parasite (First Re-Appearance)
 * Alien Prisoners (First Appearance)

Aliens Used

 * Rocks
 * Magnet Man (Forced Transformation)
 * Gasadactyl (Forced Transformation)
 * Loch Ness (Forced Transformation)
 * Tick (Forced Transformation)
 * Crusher (Forced Transformation)

Trivia

 * This is the first Ultimatrix-themed episode in Ultimate Hero.
 * This is the first time in Ultimate Hero where Brandon isn't wearing the Ultimatrix.
 * In the original plot, Brandon was supposed to be shrunk down to a molecular level using Erudiden's shrinking technology and be placed within an opening in the Ultimatrix. However, the plot was changed in order to avoid complex shrinking explanations.
 * If that plot occurred, however, this episode would be the first shrinking-themed episode.
 * The interior of the Ultimatrix is seen for the first time.
 * Ro-Warasaur was planned on being in the forced transformation scene on board the Interceptor however the cockpit wasn't big enough to fit Ro-Warasaur and it would have ruined the scene.
 * The Parasite from Years Ago makes it re-appearance since Alien Force.
 * According to this episode, the Ultimatrix developed an consciousness in A Hero is Known, when it rebooted itself, but came "alive" when Jenny used her telepathic powers on it in An Extreme Crisis Part 1.