Brandon 10: Ultimate Hero
Season 2, Episode 4
Written by Brandon
Directed by Brandon
Episode Guide
The Spy Who Evolved Me
Australian Force

Across the Planes is the 14th episode of the series, Brandon 10: Ultimate Hero.


This episode begins at a facility. It is night. Inside the facility, there are many scientists working and examining machines and computers. A man, not dressed in the usual lab coat, is seen watching them from a window. A man approaches him.

Man: We're ready to start, Professor. Are you alright?

Unknown Professor: I don't know we should do this. I don't think this is going to work out, Dwayne.

Dwayne/Man: What do you mean, Professor?

Unknown Professor: It's just that- never mind. You're right. Let's just do this. (walks away)

Dwayne: Ha yeah. You almost got me there for a second, Professor.

The Professor looks back at Dwayne but then turns back after that short moment and continues to walk away. Meanwhile, in the lower levels of the facility, sparks appear from nowhere as a wrinkle starts to appear in the area.

Unknown Professor: Start the energy phasing process!

Two scientists nod and start to activate the energy machine through a series of computer. The machine then activates and starts to glow. Once the machine activates, it releases energy waves towards the lower levels which causes particles forming to move downwards from its original position. When the particles finally form, the rift appears however now half submerged in the ground. The rift then glows and sparks almost as if it is re-calibrating itself. When the re-calibration finishes, the rift then glows bright and releases something from within itself. A shift in the ground then emerges from the rift almost as if that area of the ground was moving on its own. The shift then approaches a generator attached to various pipes and wires leading to the upper levels of the facility. Back to the upper levels, the machine then powers off.

Unknown Professor: I knew it. I knew it!

Dwayne: Is something wrong, Professor McKellen?

Professor McKellen: Yes. This project is never going to work. The energy hasn't been able to become harvested until now but all of sudden the machine stops working. I'm telling you Dwayne, with the funding we're getting, we're never getting out of this place.

Dwayne: Lighten up, Professor. We'll figure it out from here. Maybe I can reassure you by having Paula go down and check it out, right?

Professor McKellen, sounding defeated: Fine... Send for Paula if you want.

Later on, a scientist, to be assumed as Paula, is seen checking out the lower levels with his flashlight. Paula looks around with her flashlight until she approaches the main generator which looks sabotaged. Paula then hears a hissing noise.

Paula: Hello?

She points her flashlight over the ground in which she notices a shifting thing. Paula then points her flashlight back at the ground which looks fine. Paula then scratches her head while, by her feet, a shift in the ground approaches her from behind. Paula pulls out her radio and radios in.

Paula: Yeah, this is Paula. I'm at the main generator. Looks like its been tampered with. In fact, it doesn't look- (is dragged into the ground) AHHH!

Paula's radio drops on the ground right by the shift in the ground which goes away.

Dwayne, over the radio: Paula? Paula! Do you copy? PAULA!

A hissing noise is heard as the scene cuts to black.

Theme Song

The Interceptor is seen close to the atmosphere almost as if circling the Earth however it starts to head towards the ground, more specifically the United States.

Brandon, leaning his head in his hand, looking out of a window: Bored...

Coco: What do you want me to do about it, Tennyson?

Brandon: I dunno. Nothing, I guess. Unless you're going to let me fly her.

Coco, piloting: Ha ha. Nice try.

Brandon: Thought so...

Brandon gets up, turns and sits in the chair so he can lean on the back of the chair. He then sighs. Brandon then notices Sarah's absence from the room.

Brandon: Where's Sarah?

Coco, piloting: Little girls room. Why?

Brandon: Nothing. It's just that she's been zoned out lately. I'm sure its nothing.

James runs in with Cable wrapped around him.

James: Guys! Guys!

Brandon: What'd you find, James?

James: There's been a major energy burst.

Coco: So what? Energy bursts happen all the time in space. Stars being born, planets getting blown up. It's a natural process.

James: Not that type of energy. It's spatial and possibly cosmic but it's not in space. It's on Earth.

Brandon: Hm. A cosmic energy vortex on Earth? Looks like the universe finally answered my wishes.

Coco: Gah! Fine. We'll check it out. Where's the location, twerp?

James: Um... Bellwood.

Brandon and Coco look at James. The scene then cuts to the Interceptor landing close to facility shown earlier. There's a series of letters put at the top of the facility spelling out the words "FRACTURE CORE". The cargo bay door then opens and the team walk out including Sarah this time. They then approach the facility.

Sarah, not up to date with the plan due to her absence: So is anyone going to patch me in or do I need to bring my notepad along and study really hard tonight.

Brandon: Oh sorry, Sarah. There's a big space vortex in that factory.

Sarah: Well, I wouldn't call it a "big space vortex". More like a breach in reality sort of like-

Sarah: The rift. It's back?

Coco: What?! The power stealing jerk better not be here.

Brandon: We have no way of knowing for sure but still we should prepare for him anyways.

Sarah: Or anything else that's comes through.

The team then gets to the doors of the facility which are apparently locked after Brandon checked.

Brandon: Doors are locked.

James: Not a problem. I can easily hack it using my tablet's super advanced-

Coco breaks lock with his, already absorbed, stone pickax hand.

James: I said I got it!

Sarah: Trust me. You'll get used to it.

They then enter while not noticing the security camera built on the facility wall, watching them enter. The team then make their way to a room made specifically for viewing the energy machine that was shown earlier. James starts to scan the machine while the others start talking.

Brandon: Whoa. What's that?

Coco: I dunno. Looks like an energy whatchamacallit.

Brandon: Or a thingy.

Coco: No just... No.

Brandon: Well what's this place even for then?

Sarah: It produces something. I'm not entirely sure. I'll know more if I can get a closer look at their systems.

Voice: Halt!

The team turn and face a security team who point their weapons at the team.

Security Team Captain: You're coming with us.

Brandon: Looks like the Universe is looking out for you too, Sarah.

Later on, in the main security room, Professor McKellen, Dwayne and a woman await for them. The Security team then brings them in roughly.

Brandon: Hey! No pushing.

Coco: Watch it!

Professor McKellen: Who do you think you are? You think you can just barge into factories? You think you have the right to do that?

Brandon: This is the first thing somebody said we couldn't actually.

Dwayne: Hang on a second. I've seen you before.

Brandon: Well of course you have. I'm Brandon.

Dwayne: Right! Professor, this is Brandon 10. He's all over the news.

Woman: Yeah I've heard about you on the radio. You transform into aliens, right?

A woman, grabbing onto a man, then enter the room.

Woman 2: Look who I found slacking off again, Boss?

Professor McKellen: Oh, Jessica, what did Duncan do this time?

Duncan/Man: I didn't do anything, sir.

Jessica/Woman 2: Exactly my point, boss. I order him to organize some cargo and when I go and check on him, he's just eating pizza in his office. Why does he even deserve an office? He doesn't do anything.

Professor McKellen: You just need to give him time, Jessica.

Duncan: Yeah, Jess. Get off by back.

Professor McKellen: As for you, Duncan, I expect you to show more respect to your supervising officers.

Duncan: No but, sir, she's really grabbing onto my back.

Jessica then lets go and pushes him into the open causing him to fall over.

James: Well that didn't seem very nice.

Jessica looks at James and the team.

Jessica: Who are these guys, Boss?

Dwayne: How do you not recognize them? It's Brandon 10. The alien transformer from the news.

Jessica: What a load of cheese balls.

Duncan: No. It's true. (gets up and shakes Brandon's hand) Hi there, Brandon. It's so good to finally meet you in person. I'm a big fan.

James: Yeah, well, I'm a bigger fan.

Brandon: Heh. Sorry about James. He gets personal with geeking out.

The power then goes out.

Coco: Um... What just happened?

Brandon: Must be a power outage.

Woman: Impossible. We have back up generators. Are they online?

Dwayne: I can't check right now. Systems are offline.

A hissing noise is then heard.

Sarah: Anyone else hear that?

Jessica: What is that?

Professor McKellen: It's obviously the pipes settling. You are overreacting in a situation like this. The back up generators will kick in any second now.

Duncan: I have to admit. I'm a little scared right now. So look, I'll improve my work, okay? In case its the other thing, at least we have Brandon 10 by our sid- (vanishes) AHHH!

Brandon: D-Duncan?

The power then cuts back on and Duncan is not present in the group.

Jessica: Wh-Where'd Duncan go? It was you, wasn't it?

Brandon: Whoa whoa whoa. I didn't do anything.

Sarah, noticing the monitors: Security cameras! We can use them to know what happened if the systems are up and functional.

Professor McKellen: Do you really think we'll let you use our systems? Duncan probably ran away into the facility.

Dwayne: But sir what about-

Professor McKellen: They don't need to know about that. (looks at the team) Alright. You can use it but for security camera footage only. I better not loose my job after all this.

Sarah: Thank you. (going into the systems) Let's check surveillance with optimized lightning effects and night vision overlays which I happened to learn from Photography Club.

Sarah pulls up footage from the incident. She adds in night vision and optimized lightning effects, like she said, which makes the image clearer to see but not as clear. A shift in the ground approaches Duncan and he sinks into the ground.

Jessica: What just happened?

Sarah: There was a shift. Let me go back a bit and zoom in on that area.

Sarah rewinds the footage and zooms in on the shift.

Sarah: Now to optimized the image and sharpen.

Sarah does so which makes the pixelated image but clearer revealing a wrinkly and flat creatures moving across the floor.

Coco: What is that?!

Sarah: I-I don't know.

Brandon: Whatever that is. We need to find it in order to get Duncan back.

Professor McKellen: Now hang on a minute. You might be well known out there but we hardly know you. We've been locked up in this facility, working for months. So you don't have your fame as your advantage. Why should we put you in charge?

Brandon looks at the room and everyone is looking at him. Some are in doubt. Brandon then clears his throat.

Brandon: I'm Brandon. Brandon Tennyson. I might seem like an average kid to you but I assure you I'm anything but that. And you know why? It's because I save countless people and countless lives. It's not just because of the fame and because of the power. It's because I want to. It's not just a job. It's a responsibility. Not just to the Earth or to any of the worlds out there. But its a responsibility to you. So if anyone feels like running away, it might seem like a good idea but I still need your help. And that's all I'm asking for.

Professor McKellen: Well in that case you might need to know who we are. I'm Professor Steven McKellen. (points to Dwayne) This is Dwayne Anderson, the main executive here. (points to the woman) That's Ashley Williams, Project Manager. And you of course met Jessica Pham, Supervising Officer.

Sarah: I'm Sarah. And this is (points to Coco) Coco and (points to James) James.

Jessica: Well this is sweet but are we going to exchange numbers or hit those things with a shovel already?

Jessica leaves the room after grabbing a flashlight from the desk behind her.

Coco: I like it.

Sarah glares at him.

Coco: What? Not like that.

The group then goes into the lite hallway.

Sarah: I was able to get a closer look at what you do around here, Professor. This is a mining facility?

Professor McKellen: Not exactly, young lady. We mine for energy.

Coco: You dig for energy?

Dwayne: Heh. Not that type of mining. We use our scientific equipment to collect energy from this localized area. That's why we built the facility in this location.

Coco: Right. I was starting to wonder why you built a nuclear plant so close to a town.

Ashley: It's not a nuclear plant. It's an energy plant.

Coco: Aren't they the same thing?

Ashley: Not really. Nuclear plants contain nuclear energy. We mine up background energy. Particles that don't seem to be noticeable but once collected it can acquired into large portions of energy which can be used to power cities. That's what we're paid for at least.

Sarah: Amazing. With facilities like this, we can solve drastic energy problems all over the globe.

Professor McKellen: That's what we're trying to do at least but the facility isn't getting the proper funding it needs. We were hoping for this breakthrough to come through months of research. Now it finally happens and the machine is kaput. The energy signatures are still here though.

James: Energy signatures? So my calculations were correct then.

Professor McKellen: But this is an energy facility. I'm afraid your trip was just wasted.

The power cuts off again.

Brandon: Have you seen that creature? Something tells me our trip is just starting.

Jessica: AH!

Ashley: What is it, Jess?

Jessica: I just saw something in the ground. It-It moved.

Coco: I don't see anything.

Brandon, looking into the darkness: What do you do when something is close by... but you don't see it.

James: We make it visible.

James pulls out some chalk from his back pocket and hands it to Brandon and the rest of the team.

James: Here. Use it wisely.

Brandon, looking at the chalk: What am I supposed to do with this? Draw pictures?

James: We can mark it the shift. Once the chalk is on it, we can be able to see it.

Another hissing noise is heard.

Brandon: Something tells me that isn't the pipes cooling down. (pulls down sleeve)

The flat creature is then seen approaching Jessica from behind by her feet. Jessica's arm then gets tired and she lowers her flashlight causing it to beam light onto the creature causing it to hiss loudly. Jessica then lets out a scream and steps back.

Jessica: AHH!

Brandon then turns and slaps down the face plate of the Ultimatrix simultaneously. He transforms into Drillbit.

Drillbit, completing the turn: DRILLBIT! (slams drill hand into the ground)

Jessica is thrown into the air slightly from the smash as Coco, already in stone form, uses the chalk to mark the creature however, upon touch, Coco's hand becomes shaped strangely. Drillbit then catches Jessica and the creature retreats.

Jessica, seeing Drillbit: AH! GET AWAY!

Drillbit: Easy. Easy. It's me. Y'know Brandon 10. The guy who can turn into aliens.

Jessica: Oh thanks... Mind putting me down now?

Drillbit: Opps. My bad.

Drillbit puts Jessica down. Coco then looks at his hand.

Drillbit, noticing his flattened hand: Whoa, dude! What happened to your hand? Did that thing eat it or something?

Coco: I'm not sure. Usually I feel it at least just a little bit unless its pressure. Anyways looks like that chalk idea is a no go. (concentrates on hand and causes it to return to its original state)

Dwayne: Whoa.

James: And I could have sworn that would have worked.

Drillbit hits the Ultimatrix symbol and transforms back into Brandon.

Brandon: Which way did the alien go?

Sarah: It took off that way. (points)

Brandon: Come on.

The group then heads over to that area and they find a stairwell and steps leading to a slight upper level.

Coco: Where'd it go?

James: Looks like it got away if only my tracking thing worked.

Professor McKellen: Why would they even want to take us? What ever for?

Brandon: I don't know. There isn't enough details to make any assumptions.

Ashley: Honestly, I think we should sorting other issues like the power fluctuations.

Brandon: Where does this staircase lead to?

Dwayne: Nowhere really. Just the lower levels. We only keep cargo there.

Brandon: And where is the main and back up generators?

Dwayne is about to say something but then goes silent. Brandon gives him the "go on" expression.

Dwayne: In the um... lower levels. Guess that explains what happened to Paula.

Sarah: Happened to who?

Professor McKellen: Shush up about that, Dwayne.

Dwayne: They need to know, sir. (to the rest) Paula was one of our scientists but worked close with the running of this place however she was more into the work. I sent her to check out the machine failure but all we found was her radio and flashlight.

Coco: And let me guess, she was in the lower levels.

Dwayne nods.

Brandon: Then that's probably where we'll find them.

Dwayne: But nobody really goes down there.

Coco: Exactly. Creepy things hide out in creepy places.

Sarah: Especially when creepy places counts as warehouses, facilities, bases and caves.

Ashley: I should escort the scientists out. I'm Project Manager. I know them the most.

Professor McKellen: Just be careful, Ashley.

Ashley: You too. All of you.

Ashley then heads up to the half steps while the team head to the dark stairwell.

Brandon: Where's an elevator when you need one?

Later, the group is seen working through the corridors of the dark lower levels guided only by flashlights.

Dwayne: Are you sure we should be down here?

Jessica: Yeah. Why are we chasing them again? They're the monsters.

Sarah: They took Duncan and Paula so they probably have them somewhere.

Jessica: Probably?

Hissing noises are heard close by.

Dwayne: Are you absolutely positive this is the right way to do things? Going straight into danger?

Brandon: Sometimes life takes things from you so you have to just go and get them.

Dwayne, noticing something: Let's at least take a better approach. (goes off to the side)

Brandon turns his attention to Dwayne who found a cargo lift to a upper area of the lower levels.

Jessica: Seriously? That's your stupid plan, Dwayne? A cargo lift?

Sarah: It's not a bad plan. It offers us a view over the area and gives us the advantage of not being spotted.

Professor McKellen: But this lift hasn't worked in years. The metal is too heavy to even lift.

Brandon: I think I know a guy who's into heavy metal. Everyone hop on.

They get on the lift. Brandon activates the Ultimatrix and slaps down the face plate, already showing a green hologram. Brandon then transforms into Magnet Man.

Magnet Man: MAGNET MAN!

Magnet Man steps on the platform and extends his arms out. He then lifts the service lift up with his magnetism which elevates until they reach the top. The group then hop off including Magnet Man. They all make their way over to the railing and see the rift in the ground.

Coco: There it is.

Magnet Man: The Rift...

Another creature emerges from the rift.

Professor McKellen: They're coming over from that side to the other.

James: Huh. So that's what a Rift looks like.

Sarah: Not exactly. This one seems to be submerged in the ground actually.

Magnet Man: Something tells me it's not supposed to do that.

Coco: What's the big deal if its grounded or not?

Sarah: Grounded? Oh Coco, you're a genius.

Coco: I am? I mean of course I am.

Sarah: Well you sort of are. The rift is contracting due to the zero-point energy supplied the ground's main structure.

Magnet Man: Sarah, in English, please.

Sarah: Basically, the ground contains the lowest amount of energy which the rift is made out of. Since the rift was formed in the ground, I suppose that half of it was affected and became dysfunctional. Well approximately half anyways.

Coco: So what? Only half of this thing is working functionally?

James: Approximately half. Although I'm starting to think its less than that even.

Professor McKellen: Incredible. A passageway between dimensions made of energy. Outstanding. Truly Outstanding.

James: Wait wait wait. Dimensions. Oh I think I'm starting to understand this. Two worlds. Three dimensions.

Magnet Man: What?

James: Alright. I have a theory. Usually we're meant to think that dimensions are alternate worlds or that sort of thing but we fail to understand the basic theory of dimensions which we learn in like third grade.

Sarah: Basic theory? You mean polygons?

James: Exactly. Two-Dimensional figures.

Coco: Hang on. Are you telling us that these things are actually from the second dimension? Like as in cartoon characters?

James: What? No. Don't be ridiculous. My theory is that within each dimension there is a series of dimensions as in two dimensions and three dimensions. Of course, I believe that all dimensions are set in the third dimension because having them in the second dimension would alter the physical properties of tat whole dimension which seemingly offsets the theory of alternate dimensions and introduces alternate universes.

Magnet Man: Which we do not need a whole one hour lecture on.

James: By point is, these creatures live on a two dimensional plane but perhaps in a another universe? The rift here surely doesn't have enough power to travel between dimensions and most certainly not enough energy to head into another universe.

Dwayne: What about pocket universes or something? I'm new at this.

James: So am I but that might actually work. Maybe the rift um... adjusted or-

Magnet Man transforms back into Brandon.

Brandon, after looking at the Ultimatrix: Recalibrated?

James: Yeah that. Maybe the rift recalibrated and focused on pocket dimensions rather than full length dimensions.

Sarah: A pocket dimension set in a two dimensional plane.

Dwayne: So these things aren't aliens?

Jessica: What? The Flat Ones?

Brandon: Oh I like that. "The Flat Ones". Totally better than creatures.

Coco: But there's something I don't understand in all this space babble. What happens to the people that get taken? I mean, I don't see any nests or holding cells. Just the rift.

James: Well... I can assume that they're linked to the rift in order to retain in physical properties in the second dimension and according to the footage that we all saw... (clears throat)

Jessica: ...Well?

James: They sent over to the flat universe... or dimension or whatever it is. (leans against the railing)

Jessica: And what does that mean?

James: I really don't want to explain it.

Coco, sounding strict: Now.

James, after taking a deep breath: Look, we're three dimensional, okay? For us to become two dimensional would mean for us to loose like a lot of our physical properties. It's like having a steam roller run over you countless times until you are one hundred and ten percent flat. I'm sorry. I really am sorry. But they're dead.

Jessica then starts to cry.

Sarah: I'm sorry. I'm so sorry. (tries to confront Jessica)

Professor McKellen: Well, there goes your good alien theory, Brandon.

Brandon: We still don't have enough details to assume anything, Professor.

Professor McKellen: Are you kidding me right now? They're killing people.

Brandon: And they're from another world. A pocket universe even. I've been to space, Professor McKellen, and sometimes there are some bad aliens out there but sometimes they're misunderstood even after doing something wrong. I think that we just need to try and communicate with them.

Dwayne: Do you really think that's such a good idea?

Brandon: Well you try walking out of an energy hole in reality, that just appeared in your house, and try asking for help around the strange looking locals. They understand how to shut off your power but maybe they don't understand how things work here. We have to give it a shot otherwise they'll just keep killing more people aimlessly especially when there was something we could have tried.

The scene then cuts to the group approaching the rift. The flat creatures then turn towards the horizontally. They then hiss loudly.

Brandon: Greetings. I am Brandon. We're Human Beings. You were sent through an energy (their hissing intensifies slightly in a tone of agreement) tear or rift. (to the group) I think they understand from the hissing. Erm... (to the flat ones) However, your people are killing ours by touching them er- making contact. So we need you to go- erm (makes a pushing expression with his hands) to go back to where you came from.

The hissing now sounds enraged.

Professor McKellen: Looks like they didn't like your offer.

Brandon: You can give the "I told you so"s later. RUN!

The team is then seen running down the corridor.

Coco: We need to get off the ground.

Dwayne: Up there! The ropes. We can use that and swing to the platforms.

James: I don't think you realized but we're on the ground and that's all the way up there.

Sarah: Everyone hang on. I'm going to make a platform.

They stop.

Jessica: What? No. I'm not getting taken by those things.

Jessica runs for it.

Brandon: Jessica, wait!

Brandon follows her.

Sarah: Brandon!

Coco: Sarah, whatever you're going to do. You have to do it now.

Sarah then looks downwards and closes her eyes. When her eyes open, they are now pink. She then lifts them in an energy platform while the creatures go after the other two. Jessica hides in a small and dark area with cargo. Brandon confronts Jessica.

Brandon: Why'd you run away?

Jessica: Because I'm scared! Okay? (sobs) I am terrified and I don't know want to go out like them.

Brandon, shocked: Whoa. Whoa. Hang on there. You're not going anywhere, alright?

Jessica: I'm sorry, okay? I'm sorry I was so mean. It's just that they don't take anyone nice seriously anymore. I liked Duncan, alright? I really actually liked him. I wanted to tell him but I just- (Sobs) I couldn't.

Brandon: Look, I'm a nice guy, I guess, and yeah sometimes people don't take you seriously but still look at me now. I'm an international super hero but I'm still the same nice guy. Heh... I'm going to get you out of this, alright?

Jessica, sobbing: You promise?

Brandon hesitates for a moment and looks at her crying face.

Brandon: I... I promise.

Jessica, still sobbing, smiles. Hissing noises are then heard approaching them.

Brandon: SH!

The hissing then stops after a while but the ground shattering movement that they make is still heard in the area, very close to them.

Brandon, quietly: Whatever you do... Don't... let them... touch you.

Jessica looks terrified as ever but then the noise stops.

Jessica, gaining confidence: Heh... I think they're go- (is pulled into the ground) AHHH!

Brandon: NO!

The flat ones then leave almost satisfied with what they got. Brandon then gets on his knees and looks at the ground. Sarah and Coco are seen walking along a platform. Sarah looks down and sees Brandon.

Sarah: There he is.

Sarah reaches her arm out and grabs Brandon with her energy and pulls him towards them. Sarah then places Brandon on the platform.

Sarah: Brandon, are you alright?

Brandon: They just killed her. They killed her right in front of me. They knew it would kill her and they just did it.

Sarah: Brandon... Take it easy.

Brandon then gets up and walks away from the two.

Brandon, walking off: I made her a promise...

Coco: Tennyson!

Sarah: Brandon! Brandon, get back here.

Brandon then goes to the railing and looks out. He sees the flat ones shifting all over the ground. He then grips the railing and looks at them, angry. Brandon then leaps from the railing and slaps down the face plate of the Ultimatrix. He then transforms into Ro-Warasaur.

Ro-Warasaur: RO-WARASAUR!

Ro-Warasaur then smashes into the ground which causes the whole place to shake. Ro-Warasaur then strikes against the ground several times

Ro-Warasaur: RAAAH!

The flat ones, however, seem to be not affected by this and start to advance towards him.

Ro-Warasaur: You want some more?!

Ro-Warasaur then activates his shoulder cannons and fires them at the ground directly under him. He then opens up his fists and fires lasers at the ground.

Ro-Warasaur: RAAAAHHH!

Sarah and Coco just watch him from the platform.

Coco: Get him out of there!

Sarah extends her arms out and contains Ro-Warasaur in an energy bubble right before the flat ones get to him.

Ro-Warasaur, hitting against the bubble: GET ME OUT OF HERE!

She then lifts him up and, struggling in the process, drops him close to them on the platform.

Ro-Warasaur: What did you do that for?!

Sarah: Brandon Lewis Tennyson, what the heck is wrong with you?!

Ro-Warasaur: What?

Coco: Don't you what us. You almost got yourself killed back there and I've never seen you act this way before. Imagine if she never got you out of there in time. I know you're upset because I've been through rougher times and you know that but sometimes life throws bad things in your way and you're supposed to get past them instead of letting them get to you. We need you, alright? All of us. Imagine if you went out just like Jessica or Duncan or even Paula or any others that fell before this. Then where would the rest of us be? If you're going to be a leader and, most importantly, person that stops the bad guys then you need to get past your mistakes and make sure they don't happen again. So... are you good now?

Ro-Warasaur, calming: Yeah...

Ro-Warasaur transforms back into Brandon.

Brandon: We're good.

The other team and James make it over to team.

James: What's going on?

Coco: Nothing. Why? What's up?

Sarah: Wait. Didn't I-

Dwayne: Leave us swinging on a rope. Like I said earlier, we can swing to the platform.

Professor McKellen: Where's Jessica?

Brandon: I'm sorry, Professor. I tried my best but they took her anyways.

Professor McKellen: You failed her...

Brandon: ...Yes. I did. But now is not the time to discuss my mistakes. Now is the time to stop it from happening again. These guys mean no good and we gotta take them down. Any ideas?

James: Um, Brandon? They're um... evolving?

Sarah: What?

Brandon: Ultimate Flat Ones?

James: Not exactly. Look. (points downwards)

The group looks downwards and sees the flat ones absorbing energy from the wire frame of the energy device in the upper levels. One of the flat ones start to develop into a three dimensional being.

Sarah: Well now that they're three dimensional, they would be easier to defeat, right?

James: Look again.

Sarah turns her head back to them and sees the 3-D Flat one touch a crate causing it to become two dimensional.

Sarah: Okay. Not such a good idea.

Dwayne: We have to stop them before they convert the whole facility or the whole town next over.

Coco: Or the planet.

James: If only it was possible to fight them on the second dimensional plane. Y'know to become like them.

Brandon: James, you're a genius.

James: Why thank you, Brandon. What for though?

Brandon: The Ultimatrix can scan for all types of DNA. If I can get a scan of one of those guys, I might be able to unlock a new two dimensional alien to fight them.

Sarah: Brandon's that is super risky. I know that there's an unlimited universe out there where anything is possible but they aren't from this universe.

Brandon: It's a risk I'm willing to take. At least I'll be risking my life on something that can get us somewhere. Now all I need right now is a distraction.

James: Got it. (pulls out some batteries and a cord)

Coco: What are you doing?

James, works with the batteries: Making an explosion.

James then throws the small device he made to the right causing a small explosion upon impact with the ground. The Flat Ones then go and investigate.

Brandon: Right. Now, Sarah.

Sarah then creates an energy platform connecting the platform to the floor. Brandon uses the platform to run down. Brandon then pulls out his Ultimatrix.

Brandon: Ultimatrix, Scan.

Ultimatrix, in cybernetic, female voice: Running Scan now.

The Ultimatrix scans one of the flat ones with a yellow beam fired from its front. Once finished scanning, the beam retreats back into the Ultimatrix.

Ultimatrix, in cybernetic, female voice: DNA Scan Complete. Scanned DNA was unable to be acquired.

Brandon: Aw what?

Brandon then sees the 3-D Flat One.

Brandon: What about the big guy over there? Ultimatrix, Scan again.

Ultimatrix, in cybernetic, female voice: Running Scan now.

The Ultimatrix fires a yellow beam at the 3-D Flat one who starts to turn around and notices Brandon.

Brandon: Uh oh.

The 3-D Flat one then fires a 2-D beam at Brandon who closes his eyes and embraces for impact however nothing happens. He then looks and sees that it was counteracted by the scan beam. The 3-D Flat One tilts its head-like appendage. Holograms rapidly scroll by on the Ultimatrix face plate until it stops at the hologram of a new alien.

Ultimatrix, in cybernetic, female voice: DNA Scan Complete. Sources of DNA are unknown however Alternative DNA is now Unlocked.

Brandon then quickly slaps down the face plate and undergoes a transformation sequence. He spins around DNA and curls up due to the changes. His skeleton then starts to get wiggly and then it droops downwards and plops onto the ground into a mush or a fleshy puddle however his skeleton then stretches upwards and spins around until it forms back into a humanoid shape which then leads to the flash. Within a flash, Brandon transformed into a New Alien.

New Alien: FLEX! Hang on a second, this guy doesn't look like those guys. Oh right. Duh. "Alternative DNA" (face palms self causing face to droop downwards as his hand moves downwards) (face then reels back to its original state when hand it removed) Right then. Let's see what you can do.

The 3-D Flat One then fires a 2-D Beam at Flex who bends over backwards to dodge the blast.

Flex: Whoa! This guy is super flexible. I wonder if I can finally touch my nose with my toe.

The 3-D Flat One then fires more 2-D Beams but Flex avoids them all by stretching to avoid them all.

Flex, reverting back to original form: Ha. You call that a blast? I think aiming is a little out of your reach. (flexes)

Flex then gets hit with a 2-D Blast and becomes flat.

Sarah: Brandon!

Sarah then puts up an energy wall between the flat ones and the platform. They all use the energy platform to reach the bottom where they see an extremely detailed stick figure version of Flex on the floor.

Dwayne: Is he... alive?

Sarah: Brandon?

Flex then moves which causes everyone else to flinch.

Flex: Coco, you totally flinched.

Coco: Did not.

Flex: Whatever. I know you flinched, Dude.

Professor McKellen: How is he still alive? That arrogant boy-

Flex: Who's still in the room.

Professor McKellen: -should be flattened right now.

James: Maybe he is flattened but, since he can stretch without limit, it wouldn't hurt him to actually stretch into the second dimension.

Flex: And I can just change back at will.

James: Theoretically.

Flex: Well a chance is better than no chance, I guess.

Sarah: What's it like down there?

Flex: Well...

Now in the realm of the second dimension, Flex appears three dimensional and is in a white plane on one side while the other side is a blown up view of what's occurring in the third dimension.

Flex: All of you are all big and glitchy. It's like the TV used in a football stadium got bad reception. Not much space here either.

James: You should be able to interact with them while in the plane.

Flex: So what do I do? Just knock them all out?

Coco: Sounds like my type of plan anyways.

Back in the third plane, the flat ones are managing to make their way around Sarah's wall.

Sarah: Is there a way to close down the portal, James?

James: I don't know.

Coco: Come on, twerp, think of something.

James: Um, well, if the energy harvested by the collector in the upper levels managed to collect some of the particles from the rift before it had gathered then we can use it to feed the rift its own particles which would be considered as it closing in on itself which would close it for good.

Flex: I'll try to get them into the rift then you can shut it down.

Flex then runs through the second plane until he makes it to Sarah's wall which they are already going under.

Flex: Whoa... These guys are bigger than they looked.

The Flat Ones approach Flex. The hissing sound now becomes a loud gargling noise of a non-understandable language.

Flex: I don't know what you said but this plane is sending you a one way flight back to your world.

Flex then strikes one of them with an enlarged fist. He then smacks another with a large backhand. A third one manages to headbutt him. They then go away him. Flex turns around and sees the remaining bits of the rift. He then turns back.

Flex: Oh I've got an idea.

Flex then heads over to the rift until he's standing right in front of it. He then looks back at the oncoming flat ones.

Flex: Come on then. Come and get me!

The flat ones then charge for Flex who doesn't move until the very last second where he flattens himself into a point causing the flat ones to run into the rift on their own. Flex then becomes two dimensional again.

Flex: I guess their plane fare didn't reach the first dimension. Luckily for me, I managed to get to the point.

Flex then stretches out of the ground and reforms from his stick figure mode to his normal mode in the third dimension.

Flex: Flat Ones in the 2-D are taken care of.

Dwayne: One of them is 3-D.

The 3D Flat One goes berserk.

Coco: How do we get that energy thing into the rift?

Professor McKellen: All of my hard work? (sighs) We can remove it from the bottom but the floor structure is too thick.

Flex: Now I don't think you've been paying attention, Professor.

Flex stretches upwards until he reaches the ceiling of the lower levels.

Flex: This the spot?

The 3D Flat One looks up at Flex who sticks his tongue out at him. The 3D Flat One fires a 2D Beam at Flex who dodges causing it to impact with the ceiling, flattening it. Flex then enlarges his fist and breaks the ceiling causing the energy collector machine to fall from the upper levels and into the lower levels. Flex, however, forms into a net and catches it from impacting with the ground. Flex then forms into a sling shot, grabbing onto two pipes on each side of the corridor and stepping backwards, to reel it up, while the energy collector rests on his stomach.

Flex: Fire!

Flex then lifts his feet up which causes him to fling forwards and launch the energy collector into the 3-D Flat One. Both of which then go into the Rift causing it to react.

James: It's working.

Coco: We should probably get out of here as fast as possible.

Dwayne: We'll never make it in time.

Flex: Not a problem. Everyone hang on.

Flex grabs onto all of them and stretches his arm into the hole he had made earlier. He then reels himself into it. They are all then lifted into the upper level in which they make a run for it. Now outside, the group looks at the facility which blows up. Flex turns around and transforms back into Brandon.

Brandon: Aw man. I didn't see it in time because cool guys don't look at explosions. Guess it shouldn't count for me since I'm awesome.

Later on, the paramedics are on the site now.

Sarah: Sorry about your work, Professor. Is there anything we can do to help?

Professor McKellen: No. No. Maybe it's time to move on. Start doing something else.

Dwayne: At least I can finally pursue my passion of standup comedy.

Ashley: Heh. You in standup comedy? Now isn't that just a laugh?

Brandon: How are the scientists holding up, Ashley?

Ashley: Oh they're alright. I managed to get them out in time before the explosion. So what really happened down there?

Professor McKellen: It's probably not best to think about it. We made some mistakes but we're not here to judge.

Brandon: Just to be clear, the chances of this happening again are slim, right?

James: Probably won't ever again.

Brandon: Good.

Sarah: But still this just opens up the possibilities that there are other dimensions out there and other things aside from dimensions.

Coco: Yeah I don't like to think about that stuff. It gives me a headache.

Coco heads for the Interceptor followed Sarah.

James: So where to now, Brandon?

Brandon: Well I just got a new alien so let's try somewhere awesome.



  • Brandon
  • Coco
  • Sarah
  • James
  • Professor McKellen (First Appearance)
  • Dwayne Anderson (First Appearance)
  • Ashley Williams (First Appearance)
  • Jessica Pham (First Appearance) (Deceased)
  • Duncan (First Appearance) (Deceased)
  • Paula the Scientist (First Appearance) (Deceased)
  • Fracture Core Security Team (First Appearance)
  • Fracture Core Scientists (First Appearance)


  • The Flat Ones (First Appearance)

Aliens Used


  • Flex and The Flat Ones make their debuts.
  • Magnet Man makes his first reappearance.
  • Aside from Welcome to Atlantis, this is the first episode set in Bellwood during this season.
  • This is first episode of the to involve causalities.
  • Due to the original version of the episode being accidentally deleted, the episode, itself, was delayed by two days.
  • This episode was meant to appear later on but, due to a late submission of episodes for Season 2, it remained in the order as it was originally thought of or last organized.
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