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Ben 10: Eternal Forms
Season 1, Episode 2
Written by Binkatong
Directed by Binkatong
Episode Guide
Absolute Prison (Part 1)
Nuclear Dropout

Absolute Prison (Part 2) is the second half of the pilot episode of Ben 10: Eternal Forms.


Fade in on a shot looking over a farm, night time. Everything is silent. Suddenly, something bright pink rockets over the field, like a shooting star. The camera focuses in to see that it is Gwen, Anodite form, flying extremely fast. She suddenly winces.

Camera cuts to inside of a boy's bedroom. There is a loud crash and a huge flash of bright light from outside, which wakes him with a jolt. He stares at it in wonder for a second as it fades away, then leaps out of bed and grabs a flashlight. He walks outside to where the smoking crater is, a good distance away from his farm house. The smoke clears a bit, and he sees Gwen standing there calmly, a bit confused, her hand on her side.

The boy drops the flashlight on the ground and approaches her in awe. She lifts her hand from her side, and a cloud of black vapor rises from it. She stares at it, deep in thought.

(Boy): Excuse me?

She doesn't respond.

(Boy): Are you an alien?

(Gwen, still not looking at him): Fortunately for me, yes.

(Boy): What's your name?

She finally looks up, and turns to him.

(Boy): Aliens have names, right?

(Gwen): (pause) Gwen Tennyson. Though I'm trying to decide on a new one.

(Boy): Oooh, I've seen you on TV! You look different though. What are you doing?

(Gwen): Just resting, though I must finish my business and leave the planet soon. (disgusted) It's a marvel how your species can survive with this much negative energy around you, my mana is peeling just flying through your atmosphere.

(Boy): You're leaving? Why?

(Gwen): I don’t belong on this mudball.

(Boy, sad): But we need you!

(Gwen): (pause) Though you may be right, there are other place which need me more.

She begins to hover off the ground.

(Gwen): You are not destined for much, child, but I hope you at least find some happiness in your meaningless life nonetheless.

She blasts off into the sky, leaving the boy on the ground staring up at her, dazed and confused and rather miserable. There is one last shot of her rocketing through the sky to her next target before the scene flashes to black.


The camera fades in on a shot of a closed, wooden, rather grand looking door.

(Ben, offscreen): On three. One, Two… THREE!

A flash of green light appears simultaneously as Kevin rips the door right out off its hinges. Ben had just turned into Fourarms. The two charge in, screaming, only to stop after a few seconds in confusion. The hallway is unusually silent and still. There are two unconscious Forever Knight guards in the corner, who Kevin spots.

(Kevin): She’s been here.

(Ben): Well then let’s hurry!

The two run down the hallway further and burst into the office of Forever King Roland. That room is silent as well. Ben transforms back from Fourarms and walks around the desk. Behind it lies the corpse of the Forever King, covered in strange burn marks.

(Ben, gravely): We’re too late.

Kevin punches the wall in frustration, shaking the whole room. Ben’s shoulders slump as he takes on an expression of defeat, but he quickly lifts himself back up from it.

(Ben): But we can’t give up now. This just knocks a target off the list. The only question now is where she’ll go next.

(Kevin): So now what?

(Ben): We wait until the next alert.

(Kevin): We WAIT? We can’t just sit around, Gwen needs our help!

(Ben): Then what do you propose we do, track her? Not likely since we don’t have any Anodites on the team.

Kevin pauses and looks at Ben.

(Ben): …Kevin?

Kevin lifts his hand up and begins to slowly bring it down on top of Ben’s head. Ben stumbles backwards before he can touch him.

(Kevin): Stand still, doofus, I’m just checking something.

(Ben): Checking what?

(Kevin): If you have the spark.

(Ben): Seriously?

(Kevin): Oh come on, Verdona’s your grandma too! You might have some sort of dormant mana crud deep in your third eye or whatever that we can use or something.

(Ben, begrudgingly): …okay fine, check. And what do you mean, third eye?

(Kevin): I dunno, Gwen says that sometimes. I don’t really get it but I just smile and nod.

Kevin puts his Spidermonkey hand on top of Ben’s head. Kevin closes his eyes for a moment.

(Kevin, disappointed): Nope, you’re clean.

Suddenly, Ben’s Ultimatrix starts beeping. He presses a button on it and a hologram of Grandpa Max comes up.

(Ben): Hey Grandpa!

(Kevin): Did you find Gwen?

(Max): No. But we found the location of who we think she might go after next. And you’re not going to like it.

Ben and Kevin glance at each other, unsurely.

Cut to Ben and Kevin flying through the sky, Ben holding on to Kevin’s back.

(Kevin): Remind me again why you can’t just go Jetray and fly yourself?

(Ben): Because unlike you, I have a limited amount of power juice.

The Ultimatrix beeps twice, and Ben switches his focus to it and turns the faceplate a couple of times. He takes out his cell phone and starts dialing.

(Kevin): Who’re you calling?

(Ben): Zombozo.

(Kevin): How the heck did you get his number?

(Ben): Grandpa.

(Kevin): And how did he…?

(Ben, sudden (rather bad) British accent): Haven’t the foggiest.

Kevin shoots Ben an odd look. Ben finishes dialing and holds the phone up to his ear. Ben pulls the phone away from his mouth quickly and covers the speaker.

(Ben): (to Kevin) He’s still alive. (into phone) Hello, is this Zombozo speaking?

We see Zombozo relining on a rock in what looks like a dusty bedroom decked out in all sorts of old circus memorabilia.

(Zombozo): Yeah yeah, it’s me, what do you want?

(Ben): This is Ben Tennyson speaking…

(Zombozo): …you’re not serious.

(Ben): I just wanted to let you know something.

(Zombozo): About what?

(Ben): Gwen.

Zombozo freezes in fear on the other end.

(Ben): You do remember Gwen, right?

(Zombozo, trying to mask his fear): Wh-what does she want?

(Ben): As far as we know, your head rolling across the floor.

Another shot of Zombozo, panic and terror in his eyes.

(Ben): She’s kind of gone off the deep end, and is going around murdering a bunch of our enemies. We think you might be a possible target.

(Zombozo, panicking): Oh god… Ooooh god… I have to get out of here!

(Ben): Oh no you don’t. You’re going to stay right there, we’re coming over.

(Zombozo): You’re going to protect me?

(Ben): No. We’re going to use you as bait to catch Gwen ourselves and cure her. Right afterwards, we’ll arrest you for what you did to my mom a while back. But it’s better than being dead, right?

Silence on the other end.

(Zombozo): Fine. Just… just don’t let her get me. Anything but that. (hangs up)

Ben and Kevin arrive at Zombozo’s hideout. It’s quiet. No signs of a struggle. Both of them relax in relief at the fact that they made it in time. They go inside the old, decaying house. The walls are lined with old circus posters and pictures of sideshow acts. Zombozo is nowhere is sight.

(Ben, shouting around): Hey, Zombozo! Come on out!

Ben starts going around and opening the doors out of the room, looking for the clown villain. Kevin wanders over to a table with some clown memorabilia. He examines a few items.

(Kevin): Hey, Ben, you were afraid of clowns, right?

(Ben): Were. Why?

Kevin pokes a clown bobblehead, meaning to make it bobble about, but instead the head pops right off. Kevin jumps back in surprise. The head falls off the table and rolls along the floor.

(Kevin): Well, I don’t really blame you.

Suddenly, there’s a loud scream- male, in agony. Both of them jump into action mode, facing one of the doors, which is open slightly. Ben slams down on the Ultimatrix and goes Swampfire.

(Swampfire): SWAMPFIRE!

They charge in- Swampfire goes first, followed by Kevin, who doesn’t bother to phrase through the wall and just bursts right through it. Inside floats Gwen, who is holding something up with one hand. She turns her head to them, grins maniacally, and drops the dark mass to the ground. It’s Zombozo, silent, motionless. Dead.

Ben and Kevin are shock still.

(Gwen): A little late for the party again, I see?

(Swampfire, appalled): Gwen… Gwen, what have you done?!?

(Gwen): A service to your pitiful planet, that’s what I’ve done. Now, if you excuse me, I still have one more piece of business to attend to. Are you two sure you don’t want to assist me?

(Kevin): Gwen, don’t do this, you’re not thinking straight.

(Gwen): Humans are the ones who can’t think straight. They’re blind beings. But look at yourselves, you’re not human. You don’t have to think that way anymore. (to Swampfire) Although, Ben, you could do much better than a mere Methanosian.

(Swampfire): We can’t let you keep killing people.

Swampfire slams the Ultimatrix, transforming into Ultimate Swampfire without a battle cry, then summons a fireball to each hand.. Kevin unsheathes his Rath claw. Gwen sighs, disappointed.

(Gwen): Well, the offer was there.

Gwen raises her arms in front of her, and two of her mana hair tendrils shoot out, at at Ultimate Swampfire, the other at Kevin. They impact each of their foreheads, and they tumble to the ground, Ultimate Swampfire transforming back to Swampfire then Ben in the process.

POV Ben. He is on the ground, looking up at Gwen as she lifts off the blasts through he roof. His eyes flicker shut, blacking out the screen.

Cut to Ben and Kevin, sitting on the porch of Zombozo’s house/hideout. Both are silent; they don’t make eye contact.

(Ben): I can’t believe she just took us out like that.

Kevin says nothing.

(Ben): I mean, I was Ultimate Swampfire. Ultimate Swampfire.

(Kevin): I get it, Ben. We got owned.

Ben sighs.

(Ben): I’m just trying to say… I… I’m starting to think this isn’t possible. (beat) I mean, you saw how easily she did that to us. I don’t see how we could beat her without Alien X, and she has the other key. And even if we did catch her, we don’t have a clue how to cure her. Maybe… maybe we should stop trying to save her and focus on minimizing the damage.

There’s a long silence. Kevin doesn’t look at Ben.

(Kevin): No. We’re not giving up. We’re going to save her.

(Ben): But how?

(Kevin): I don’t know. We will. (sadly) We have to.

Ben opens his mouth, about to say something, but stops himself. He looks away from Kevin, and both of them sit in solemn silence again.

Ben presses a few buttons on the Ultimatrix, activating the communicator function, then brings it up near his face.

(Ben): Hey, Grandpa, any leads?

(Grandpa): Nothing yet. How’s Zombozo?

Ben glances nervously at the house.

(Ben): We were too late.

Grandpa pauses.

(Grandpa): I’ll call you if anything-

As he says this, the line begins to buzz, and eventually all the sound that comes out is crackling static. Confused, Ben taps the faceplate a few times.

(Ben): Grandpa? Grandpa?

The disturbance fades into background noise as a new voice comes out.

(Verdona): Ben? Ben, can you hear me?

(Ben): Grandma? What are you-

(Verdona): No time to waste, Ben. I’ve got a plan.

(Ben): Plan for what?

(Verdona): To save Gwen, of course, what else?

This catches Kevin’s attention. He jumps over next to Ben like an excited puppy, nearly knocking him over.

(Kevin): You do? What is it? Tell me!

(Verdona): I’m coming over, I’ll be there as soon as I can to fill you in.

(Ben): Where should we-

Verdona hangs up.

(Ben, cont.): -meet you? (realizes that Verdona had hung up) Oh, come on! Now how are we supposed to find her?

Both of them leap to their feet, ready for action.

(Kevin): I’ll be able to sniff out that amount of energy the second she enters the atmosphere. Let’s-

Suddenly, there is a flash of bright light behind them. They turn around to see a glowing pink portal, out of which Verdona flies, full Anodite form. The portal closes behind her and she skids to a halt in front of Ben and Kevin.

(Verdona): Oh, sorry it took so long.

(Kevin, demanding): What’s the plan?

(Verdona): My apologies Kyle, I know how much saving Gwen means to you but I’m afraid this plan is for Ben’s ears only. (smiles) Though that doesn’t mean you can’t help!

Kevin is about to argue, but he closes his mouth. A plan’s a plan after all, and Verdona’s was all they had.

Verdona puts her hand on Ben’s back and leads him a ways away from Kevin. She stops, leans in real close, and begins to speak in a hushed voice.

(Verdona, dead serious): Okay Ben, listen carefully. It is of the utmost importance that you answer this question one hundred percent honestly, alright?

Ben nods.

(Ben): Okay.

(Verdona): Exactly what would you be willing to sacrifice to save Gwen’s life?

(Ben): Oh, anything. Everything!

(Verdona): Even…

She leans in to Ben’s ear and whispers something. Ben takes on a look of absolute shock. He jolts back.

(Ben): Hold on, wait a second!

Verdona takes this as a signal that he wouldn’t. Her shoulders droop, and she looks away and sighs.

(Ben): Are… are you sure this is the only way?

(Verdona): Yes, I’m afraid so.

(Ben): …okay. For Gwen.

Verdona shoots him a small smile.

(Verdona, softly): Thanks.

They walk back towards Kevin.

(Verdona, back to her normal, i.e loud and energetically cheery, voice): Well, we best be off. Come along, Curtis, we must hurry if we want to catch her before she kills off someone else!

Verdona lifts off the ground and starts flying. Ben goes Jetray and flies after her. Kevin unfolds his wings, ready for liftoff.

(Kevin, annoyed): My name’s not Curtis.

He flies after them.

Smash cut to a medium shot of Dr. Vincent Animo, running for his life, panting. Back to normal camera, he bursts into his lab and starts hurriedly putting on his mutation helmet, the one with the things that look like beetle antennae. Outside the room, Gwen floats leisurely floating down the hallway, obviously not worried at all about loosing her target.

(Gwen): Come on out, Animo, no use hiding from me…

She comes to the door, slightly open. We get a quick shot of her mana vision, in which she sees Animo’s aura through the door.

Shot of inside the room, facing the door. Animo is off-screen. Mana tendrils wrap around the edges of the door, crushing it and pulling it out of its frame. She enters.

(Gwen): Alright, time to pay-

She freezes, a look of genuine shock crossing her face. The camera turns and we see Animo, holding a remote, his mutation helmet on full blast. Behind him, a frog is steadily growing and transforming into a huge monster amphibian.

(Animo): I’ll pass on that.

From the hallway, we see the wall with that door on it rupture open as the frog tackles Gwen straight through the brick. She’s flung all the way down to the opposite end, and hits the wall with a grunt and a loud crash. The frog’s tongue shoots out right at her face, but she jerks her head to the side just in time to dodge. She grabs the tongue and pulls, yanking the creatures to the floor.

The camera zooms out through one of the windows of the building, and we see Ben, Kevin and Verdona pressed against the outer wall, peering at the fight from the corners of their vision.

(Verdona, whispering): It’s now or never, boys.

Ben takes a deep breath, then slowly pushes up the faceplate on the Ultimatrix as if he’s savoring every moment. He carefully scrolls through the playlist, eyebrows knotted in deep thought. Kevin looks sort of annoyed.

(Kevin, whispering): Just pick one and go already!

(Ben, whispering): Kevin, this is probably the last transformation I’ll ever do, I want to make it count.

Kevin is surprised like this. Verdona looks at Ben apologetically; he gives her a small, forced smile of reassurance. He turns his attention back to the Ultimatrix, finally deciding on something.

(Ben, to himself): Heatblast. That’s how I went in, that’s how I’m going out.

Ben lifts his arm high in the air, ready to slam down on the watch with all of his force.

Cut back inside, where Gwen has the frog on the ground with its tongue wrapped around its own neck. She is almost done sucking the life force out of it (therefore turning it into a withering carcass) when an intense green light flashes outside. She jolts to attention.

The window glass breaks, and in jumps Ben as Heatblast. Gwen smiles a genuine smile.

(Gwen): Ben! I see you’ve changed your mind about helping me.

(Heatblast): I’m not here to help you. I’m here to stop you.

Gwen looks honestly upset by this. She sighs and looks away.

(Gwen): I knew it was too good to be true. And right when you finally turn into a decent species…

Right behind Ben, Kevin phases through the wall. Gwen notices, all her attention goes to him.

(Gwen): Kevin! (realizing something) Oh no, you’re not trying to stop me too, are you?

Kevin takes a fighting stance.

(Kevin): ‘fraid I am.

(Gwen): And let me guess, Grandpa’s coming to try and take me out as well, right?

(Verdona, offscreen): Close, Gwenny-girl, but wrong grandparent.

Gwen goes motionless in horror at the voice. Verdona flies in through the broken window and stops above the two alien boys.

(Verdona): I’m honestly disappointed. After all the talk about how powerful you are, you can’t even see though a simple mana distortion field and sense us outside.

(Gwen, seething): Verdona.

(Verdona): Gwendolyn.

(Gwen, holding in fury): Why did you come? I’m doing fine on my own. I don’t need you.

(Verdona): Maybe not here, but if you go out into the universe at your level of experience, you’ll be turned into a battery in a matter of days.

(Gwen): I can take care of myself!

Having finally exploded, Gwen shoots a stream of mana bullets at her Grandma. Without so much as lifting an arm or separating her mana hair into tendrils, Verdona redirects all the disks to fly directly around her. Verdona then lifts her arm and shoots a white hot beam directly at Gwen, who raises a mana shield to stop it. She holds out for a while, but the beam is too strong, and breaks through. Gwen is knocked to the ground, landed in a crumpled heap. She weakly pushes herself up by her hands and looks to Verdona.

(Verdona): Face it, child, you don’t stand a chance.

(Gwen): I’m not finished yet.

Without rising to her feet, she lifts up one hand and points it at Verdona.

(Gwen, chanting magic words): Quaeso inretiturus famulus!

The ground begins to shake. Ben and Kevin stumble to the sides as two lumps of stone begin to rise from the floor. They grow into two Ledger Domain minions, only with yellow patterns along their bodies instead of purple. They grab at Verdona, and she tries to fly out of reach, but she’s too slow. Each of them grab her by one arm. Verdona, not worried about this little snag at all, begins to charge two mana bolts on each of her hands. The patterns on the rock monsters glow, and Verdona cries out in pain. The bolts disappear, her skin begins to slowly turns grey around the areas where she is being grabbed, and her mana hair shrinks significantly.

(Gwen): See? I can handle myself fine.

(Heatblast): Grandma!

Heatblast charges up a fireball in one hand and leaps at one of the minions. It simply catches him with his free arm and starts sucking his energy out as well, the fires on his body growing smaller and dimmer. Kevin just stares, at a complete loss for what to do.

He looks to Gwen, who is floating up towards him. He doesn’t move.

(Gwen, a bit sadly): The only thing I don’t like about leaving this planet is having to leave you, Kevin.

(Kevin): You don’t have to do this, Gwen. Let us help you! Stay with us!

(Gwen): I’m afraid that isn’t an option. There’s just too much evil in this universe. I must eliminate it. But as long as I’m here…

Gwen is very close to him now. She reaches out her hand towards his face. He doesn’t move.

(Gwen): Let’s make the best of it.

Extreme close up as her hand lands softly on his cheek. Kevin doesn’t retract or move at all. The hand glows, enveloping the entire screen with light.

Gwen and Kevin are floating in a sea of white light, mist floating around them. Ben and Verdona and the minions and the entire building are nowhere in sight; it’s just the two of them. Gwen is a little ways away from him.

(Gwen): It’s just you and me now.

Gwen snaps her finger, and suddenly the mist begins to engulf them completely. When it thins out, both of them are in their human forms. And though the fog obscures the majority of their bodies, it seems that neither of them is wearing anything at all.

(Gwen): We can be whatever you want us to be.

She puts her hands on his shoulders, he doesn’t resist. She leans in for a kiss, and Kevin looks ready and willing to accept it-

His hand shoots up and cups over Gwen’s mouth, stopping her in her tracks. He gently pushes her head back as he turns his to the side, unable to look in her eyes.

(Kevin): I’m… I’m sorry. I can’t be with you. Not like this.

Though her mouth is still covered by his hand, what we can see of her face contorts with uncontrollable fury. The illusion rips apart around them, until all that’s left is them standing in the room, Kevin’s mutant Swampfire hand over Gwen’s Anodite mouth, Heatblast and Verdona’s soft moaning in the background.

Gwen pulls back away from him, her hair breaking up into tendrils. She screams, sending several of these tendrils flying at him. He jumps up into the air a little and, activating Jetray superspeed, dodges all of them. He rockets up, loops around backwards, and lands directly behind the two rock monsters. He slams of the side of their heads, smashing their skulls together. The creatures fall apart in a shower of rubble. Heatblast and Verdona fall as well, but both start to regain their power mid-drop and catch themselves before impact.

(Verdona): Hey, Kevin, think you can keep Gwen’s attention for us?

Gwen hasn’t even noticed that her two captives have escaped, or if she has it just makes her angrier with Kevin. She continues to focus all her firepower on him, screaming furiously with every mana projectile she throws, and he continues to barely dodge each one.

(Kevin): Working on it!

One of the mana disks hits him and he flies across the room. Verdona doesn’t seem to care and turns back to Heatblast.

(Heatblast, worried): Is it time?

(Verdona): No, not until we get her down.

(Heatblast): How long do we have?

(Verdona): Oh, it’s say about… 12 minutes before the poison kicks in.

(Heatblast, shocked): What? No, that can’t be right…

(Verdona): I’m afraid that’s the case.

(Heatblast): We have to work fast. You do some sort of holding spell…

(Verdona): Can’t. I have to focus all my attention on the final ritual, I won’t be able to keep her.

(Heatblast): Then how are we supposed to beat her? Kevin and I, we don’t stand a chance!

(Verdona): Exactly. Which is why I’m going to make you stand a chance.

(Heatblast): What…?

Without further explanation, Verdona takes her hand and puts it on the Ultimatrix. From the base of it, glowing pink vine-like streaks sprawl out in all directions, growing and twisting and branching until it covers his entire body in pink light.

Cut to Kevin, who is being held up against the wall by Gwen, barely conscious. She about to land another blow directly to him-

(Voice; sounds like Heatblast, but deeper and distorted): You know, I’m pretty sure physical abuse isn’t a positive thing in relationships.

Gwen turns, genuinely surprised by what she sees. Heatblast has transformed into Charged Heatblast. He raises his fists, pink-tinted flame swirling around them.

(Charged Heatblast): Let him go, Gwen.

(Gwen, uninterested): I’ll deal with you later.

She turns her attention back to Kevin, preparing to strike once more. But Charged Heatblast isn’t intending on letting this happen. He forms 4 small fireballs in the air in front of him, then shoots them directly at her back. They hit dead on, and she wails in pain, her hold on Kevin breaking completely in her distraction. The attack formed black, sizzling, pink-steaming wounds down her back, though they quickly heal over. She whirls around to face him, absolutely furious. Ben is too preoccupied to notice, examining his own hands in awe.

(Charged Heatblast): Whoa. Cool.

Gwen lifts her hands up high in the air, gathering a huge sphere of mana above her head that very quickly grows to nearly six times her size. Charged Heatblast notices this and his jaw drops; his surprise turns him to a statue, unable to move. She throws her hands forward, and the sphere is transformed into a beam of energy that fires directly at him. The mere shockwave of it when it hits the Pyronite causes the walls and roof to crumble and collapse on top of them.

As the dust cloud settles, we see that both Verdona and Gwen had raised mana shields to protect themselves. Kevin is trapped, being crushed under several large chunks of concrete, seeming to be barely alive. Charged Heatblast is nowhere to be seen.

Suddenly, a huge tornado of white-hot fire erupts from the ruins. It dissipates, revealing Charged Heatblast, with two fireballs in his hands. He claps them together, sending a gigantic pulse of flame right at Gwen. She falls to the ground, barely conscious, her skin burning and smoking.

Verdona helps Kevin get the rubble off and rise to his feet. Charged Heatblast lands in front of Gwen’s nearly motionless body and transforms back into Ben. Verdona and Kevin join him.

(Verdona): Ben.

(Ben): I know. It’s time.

Ben kneels beside Gwen and puts his left hand on her forehead. She twitches in complaint, but is powerless to do anything about it. Verdona grabs both Ben and Gwen’s right hands and put them together in hers.

(Verdona): Trucidus.

Ben and Gwen’s eyes glow blue for a second, and there are some other magical effects, though overall it’s rather anticlimactic. Ben lets go and falls backwards into a seated position, breathless.

(Kevin): What just happened?

He glances at Ben’s wrist. The Ultimatrix is still there.

(Kevin): Wait, Ben, weren’t you about to give up the Ultimatrix or something?

(Ben): Where’d you get that idea?

(Kevin): You said that was your last transformation…

(Ben): It was.

Ben coughs.

POV Gwen. She grunts, her eyes flicker open. Verdona is over her.

(Gwen, weakly, no longer maniacal): …Grandma?

(Verdona): Everything is going to be okay, hon.

Verdona grabs Gwen’s hands comfortingly, but she pulls her hand away, stares at it. It’s an Anodite hand.

Back to scene. Gwen hollers and jumps back, completely gripped by absolute terror. She feels her face, clutches her skull.

(Gwen): Oh my god, oh my god… (screaming) HELP! SOMEBODY HELP ME!

Kevin lumbers over as fast as his battered body will let him, but Verdona moves in his way, motioning for him to step aside. She lifts up her palm, and in it materializes a metal choker, much like the bracelet she wore when she first crashed on Earth in Moon Stuck. She leans over her panicking granddaughter, putting the alien neckpiece on her.

Gwen wails in pain for a second as it activates. Her mana hair reforms back into one blob rather than several tendrils; she altogether looks more relaxed. Weak, even. She looks up at Verdona, confused, barely able to keep her eyes open.

(Gwen): Wha… what just happened?

(Verdona): I’ll explain later, right now you may want to apologize to your friends.

Gwen looks up and sees Kevin. This seems to snap her awake. In fact, she looks close to tears of joy at seeing Kevin alive, and probably would have shed them if she physically could. She leaps to her feet, runs over to him, and throws her arms around him. He hugs her back.

(Gwen): Oh my god, Kevin, are you alright?

(Kevin): I am, thanks to you.

They smile at each other.

(Ben): Hey, what about me?

Pan over to Ben. His skin is going pale, his breathing harsh and shallow, sweat collecting on his brow. He is struggling to keep himself sitting up, and yet he disregards all his pain and is smiling anyway.

(Gwen): Ben? Are you okay?

(Ben): To be honest? No, not really. But that’s okay.

(Gwen, scared): What are you talking about?

Ben tries to get up, but the strain is too much, he collapses onto the ground again.

(Ben): Grandma transferred the insanity and the poison over to me. If I’m right, I’ll be dead before I can destroy anything.

And just like that, Gwen explodes. She whirls around, grabs Verdona by the neck, and shoves her into the wall in pure fury.

(Gwen, hysterical): WHAT THE HECK DID YOU DO TO HIM? Fix it, put it back in me RIGHT NOW!

(Ben): Gwen, stop. Please.

She does. She freezes solid, in complete shock.

(Ben): I offered myself up. I could have said no, but I wanted to do this. The Ultimatrix can always go to someone else, but you’re not nearly as replaceable.

Gwen’s emotions suddenly burst forth, and she runs over to Ben and embraces him tightly. She sobs, but there are no actual tears.

(Gwen): Ben, no… Please don’t go, please… don’t go…

(Ben): I’m sorry Gwen, I had to. I couldn’t have lived knowing that you died and I couldn’t save you. Anyway…

He weakly pushes on her shoulders, not even close to prying her off. Kevin walks over, looking almost about to cry himself.

(Ben, trying to joke): Jeez, Gwen, you’re gonna squeeze me to death before the poison gets me.

She backs off a little, but can’t seem to let go of him completely.

(Gwen): Ben, no…

(Ben): It was a pleasure fighting beside you. Both of you. Don’t be afraid to have some fun without me, alright?

He smiles weakly through the agony. Gwen is too distraught to respond with anything but another hug. Ben coughs a few more times; purplish gas is pushed out.

(Ben, fading fast): Well, bye guys. It looks like my hero time is over…

And with that, Ben dies in his cousin's arms.

(Gwen, faintly): No…

Gwen’s grip on Ben’s body releases as she enters complete shell shock. The corpse falls limply to the ground. Kevin bows his head solemnly.

The Ultimatrix decouples and rolls onto the floor.

Verdona approaches, kneels down, scoops Ben’s upper body off the ground and holds it up with one arm. She puts her free hand over his heart, and her hand begins to glow pink. A circle of radiant green light forms on his chest.

This seems to snap Gwen and Kevin out of their internal worlds; they look up in wonderment.

The light circle rises out of Ben’s chest, forming into a swirling sphere of energy that casts the entire room in an acid green glow. Verdona turns her palm upwards, and the sphere follows, floating just above her hand. She lays Ben on the ground gently, then picks up the Ultimatrix. She moves the sphere so that it’s floating over the faceplate, then pushes it down into it with her hand. Sparks and flashes of green electricity fly as the ball goes down into the device.

Verdona puts it down away from the body, stands and backs away. They all stare at it, Gwen and Kevin desolately, Verdona expectantly.

Suddenly, the faceplate pops up.

Flash of green light fills the screen. It fades; the Ultimatrix has been replaced by a motionless Swampfire.

For a second, nothing happens. Then, suddenly, Swampfire groans. He pushes himself to a seated position, rubbing his head.

(Swampfire): Ugh, what happened…? (looks up) Am I dead?

(Verdona, cheerily): Quite the contrary, Ben.

(Gwen): BEN!

Gwen’s face lights up, and she pounces him, nearly tackling him to the ground again.

(Kevin, happy): Dude, I thought you were gone!

(Swampfire, strained against Gwen’s hug): I did too… Gwen, lighten up will ya, you’re gonna kill me again.

She releases him and looks to Verdona.

(Gwen): How did you…?

(Verdona): I caught his soul and transferred it into the Ultimatrix last second.

(Swampfire): So I’m the Ultimatrix now? Sweet! Can I control it with my mind now?

(Verdona): I assume so, yes.

(Swampfire): Man, if I knew this could happen I would’ve died a long time ago. (To Gwen) I see you’re controlling yourself just fine.

(Gwen): Yeah, I…

She tugs absentmindedly at the chocker around her neck.

(Verdona): It’s a training collar. It keeps your powers just a few levels above what they normally are in human form. You can adjust the power level with the knob, it’s on 2 now, I wouldn’t suggest anything higher than 4 at your training level. 10 pretty much turns it off.

(Gwen): Wow, thank you Grandma!

(Verdona): You sure you don’t want to train on Anodyne with your Grandma that you love so much?

(Gwen): …I’m good.

(Swampfire): Well, we should probably get going.

He slams his chest badge, aiming to turn back into human. But instead, he turns into… the Ultimatrix. Gwen and Kevin look down at him- it?- in shock and worry. The faceplace pops up and slams down on its own, turning him back into Swampfire.

(Swampfire): Well that backfired.

(Gwen): Wait, how is he supposed to turn back to normal now?

(Verdona): I’m afraid he won’t be able too. Especially seeing as his human DNA sample is lying over there.

She points to Ben’s corpse, which is still sprawled on the ground.

(Swampfire): That… is incredibly disturbing.

(Kevin): Wait, so let me get this straight. Ben lost his human form and can only be any of his Ultimatrix guys, Gwen’s stuck as an Anodite until she can make herself a new body, and I’m stuck as this… thing, for who knows how long?

(Swampfire): …I think that about sums it up, yeah.

(Gwen): Oh my god, my parents are gonna freak when they find out.

(Ben): Mine to, but it’s not like we can hide this from them.

(Kevin): Well, there is one thing we can do to waste some time.

Kevin and Swampfire look at each other, smiling a little diabolically.

Cut to Sublimino’s warehouse fortress, from Absolute Prison Part 1. All the hypnotized clones are standing at attention, facing Sublimino on his platform, as he gives a very passionate speech about the plan. The shot is positioned so we can only see his back, and the whole army is in view.

(Sublimino): And then, squadron C-9 will transport the goods to Outpost 54 in Mongolia-

As he talks, we see a glowing white-hot spot forming on the wall opposite of Sublimino. It melts away, and in floats Kevin with Swampfire (who made the hole) on his back, followed by Gwen.

(Sublimino): What the-

They spring into action. Gwen summons a flat plane of mana over the bottom part of the room, separating the hypnotized innocents from the action. Kevin fires a barrage of Diamondhead crystals at the giant clock, making the face of it shatter and freeing the people below. Sublimino watches in horror.

(Sublimino): NOOOOOOO!

(Swampfire, not in shot): Hey, Sublimino!

Sublimino turns around and sees Swampfire standing right behind him. Swampfire picks him up by the shirt collar and raises a fist.

(Swampfire): You’re about to fall into a deeeep sleeeep.

We see a shot of Sublimino looking horrified.

POV Sublimino. Swampfire punches, his fist moving right towards the camera. Soon it fills the screen, and everything goes black.


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