Ben 10 Fan Fiction Wiki
Ben 10 Fan Fiction Wiki
Ben 10: Omnitrix Unlimited
Season 2, Episode 13-14
Air date 16/9/2013
Written by Ultra3000
Directed by Ultra3000
Episode Guide
Ben Quest

Ben 10: Across the 23rd Dimension is the third and fourth episode of Season 2 in Ben 10: Omnitrix Unlimited.


We go to Ben 23's bedroom in Dimension 23. He is sweaty and moves from the one side of his bed to the other.

(Ben 23; dream): What's this?

The Hero Watch latches on his left arm. Ben 23 tries to get it off, to no avail. He pops up the faceplate and transforms into Feedback.

(Feedback): Ah! I'm a monster! I'm a monster!

He runs randomly until he stops and sits to the ground.

(Feedback): I can't go to Grandpa like this. He'll freak out!

(Max, from a distance): Ben! Ben! Where are you?

(Feedback): Oh, no. He's close!

Suddenly, the Hero Watch beeps and Feedback reverts back to Ben.

(Ben 23): Phew! I'm me again!

The ground starts to shake and Ben falls down.

(Ben 23, rubbing his head): What's that?

A giant drone destroys some trees and stands in front of Ben. He activates its scanner and locks-in into the Hero Watch. Max appears next to Ben.

(Max): Ben, get away from there!

The robot shoots several laser blasts, but Granpa Max, pushes Ben away. The latter watches in horror.

(Ben 23): Grandpa! No!

Ben 23 wakes up. The sun had just risen.

(Ben 23): Another nightmare.

He gets up and climbs down the stairs. A blue robot comes close to him.

(Blue Robot): Good morning, sir. Shall I bring you the usual breakfast?

(Ben 23): Good morning, Alfred. Yes, two gyros.

Alfred brings him two gyros, which Ben 23 devours with ease.

(Alfred): I have to inform you, though, that you should consume more nutricious food.

(Ben 23): Don't worry. Now, let's see what's on TV.

He opens his TV and it plays a cartoon. He switches it to a talk show and then to breking news. It shows a house that is on fire.

(News Reporter): The firefighters haven't managed to evacuate all the residents of this building.

(Man): My daughter is in there. Please, somebody help!

Ben 23 closes the TV.

(Ben 23): It's gyro time!

He transforms.

(Speedraptor): Speedraptor!

He runs away and arrives at the burning building in seconds.

(Man): Ben 23! My daughter Madison is in there.

(Speedraptor): I got in under control.

He transforms.

(Barnacle Man): Barnacle Man!

He shoots water at the windows of the building.

(Firefighter): Don't! You will make the building even more unstable!

(Barnacle Man): Agh, fine.

He enters the building and avoids some fallen debris. He soon locates Madison, terrified, in a corner.

(Barnacle Man): I'm here to rescue you.

(Madison): I-I want my daddy!

(Barnacle Man): I'll bring you to him in no time.

He tries to grab her, but she pulls back.

(Barnacle Man): Don't be afraid of me.

He reverts.

(Ben 23): See? I am a human like you.

The floor starts to shake.

(Ben 23): We gotta hurry. Come.

He takes her and runs, while dodging the flames around him. After a lot of effort, he gets her out and coughs repeatedly. Her dad takes her.

(Man): Thank you! How can I ever repay you?

(Ben 23, coughing): I was just doing my job.

Reporters surround him.

(Reporter 1): Tell us. How did you save her?

(Reporter 2): Which alien did you use?

(Ben 23): No comments.

He transforms into Speedraptor and runs away. He arrives at his house and reverts. He enters and he sees Tetrax standing at the hall.

(Tetrax): Azmuth wants to see you.

(Ben 23): No training? Alright!

Tetrax walks away and Ben 23 follows him. The former presses a button behind Ben 23's portrait and a secret door opens. They enter in a white room, with lots of computers and training dolls. Azmuth jumps on a keyboard and faces Ben.

(Ben 23): So, um, why did you call me, exactly?

(Azmuth): I saw the news.

(Ben 23): And?

(Azmuth): I believe you are now ready. Give me the Omnitrix.

(Ben 23): My Hero Watch? Why?

(Azmuth): Trust me, Tennyson.

The Hero Watch decouples from Ben 23 and falls to the ground.

(Ben 23): I still don't understand.

(Azmuth, sighing): Your human intelligence hasn't figured it out yet?

(Ben 23): What?

(Azmuth): For goodness sake, look at your wrist!

Ben looks at his wrist and sees a blue version of the Ultimatrix.

(Ben 23): Wow! A Super Awesome Hero Watch!

(Azmuth): It's called the Ultimatrix and it has several more functions than the original one.

(Ben 23, rotating the faceplate): Looks the same to me.

(Azmuth): I'll let you figure it out by yourself.

He takes the Hero Watch and teleports away. A blue liquid-like substance is left behind, but is unnoticed by either Ben or Tetrax, and slips away. Sevenseven approaches Ben.

(Sevenseven): Fgkjgkj!

(Tetrax): He means 'training time'!

(Ben 23): Oh man!

We go to Ben 10's dimension. Ben as Shocksquatch, Gwen, Kevin and Rook are fighting Trumbipulor.

(Trumbipulor): Mess with Trumbipulor, you get the tusks!

(Kevin): No peatuts for you!

He absorbs the pavement and kicks him. Rook shoots with his Proto-Tool Mark 3 and Shocksquatch punches him.

(Shocksquatch): So, what's exactly your plan? Eating peanuts, growing super large and then what?

(Trumbipulor): Then I'll, I'll...

(Gwen): You don't really have a plan, right?

(Trumbipulor): I don't need a plan!

He charges at her, but she creates a shield in front of her. Shocksquatch grabs him from behind and electrifies him. Rook shoots a net, that covers him.

(Trumbipulor): I will stomp you!

(Shocksquatch): Good luck with that.

He reverts back to Ben.

(Ben): I'll go grab a smoothie, if you don't mind.

(Rook): The nearest Mr. Smoothy is 2 miles away.

(Ben): Well, in that case...Omnitrix 1.5, call the Tenn-Speed.

(Kevin): What's that? Your bi-

The Tenn-Speed arrives on scene and Kevin is shocked.

(Kevin): Where did you find that babe?

(Ben): I built it as Jury Rigg from Rook's truck.

(Kevin): That explains the awesome-err, I mean, it's good.

(Gwen): Kevin!

(Kevin): What is it?

(Gwen): You're supposed to take me to the prom.

(Kevin): Oh yeah, about that. Coming!

They leave. Rook puts Trumbipulor in the Proto-TRUK.

(Ben): See you later.

(Rook): Of course, Ben-Dude.

(Ben): Stop saying that!

He sits on the Tenn-Speed and is engulfed by a motorbike outfit. He starts the engine and rides away, with the song 'Born to be Wild' playing on the background.

(Ben): It feels good to be me!

He accelerates and rides through the desert. He soon reaches a Mr. Smoothy store.

(Ben, sitting on a chair): Things are pretty boring lately.

An employee gives him two lamb favored smoothies.

(Ben): Thanks.

He drinks and burps.

(Ben): Oops. I need to control myself.

Several teenage girls see Ben and pull cameras out of their bags.

(Ben): Hey, hey! What do you think you're doing?

(Fan 1): Taking photos of you of course!

(Fan 2): Liz won't believe me when I upload this pictures to Twitbook!

(Ben): Better get going.

He attempts to transform, but the Omnitrix 1.5 beeps strangely and shuts down.

(Ben): What the-?

He slaps it repeatedly, while the girls take pictures of him.

(Ben): Don't do this too me now! I am going to be humiliated in the entire globe.

(Fan 3): Transform into Echo Echo!

(Fan 4): No! Four Arms!

(Fan 1): I want Upchuck!

(Fan 2): Fasttrack!

(Ben): Relax! My watch is glitching!

He slaps it again and the alien selection screen appears. However, it is missing some icons and has one alien available.

(Ben): No way I'm turning into that one!

(Fans): Show us some aliens now!

(Ben): The sacrifices I make for the greater good.

He transforms.

(Mole-Stache): Mole-Stache! That didn't sound right.

Mole-Stache is engulfed by camera flashes.

(Mole-Stache): Um, bye now!

(Fans): Wait! Don't leave!

Mole-Stache sits on the Tenn-Speed, but it is too big for him. He tries to reach the helmet, to no avail. The girls run towards him.

(Mole-Stache): If I get safe and sound out of this, I will tidy my room every day!

He starts the engine and grabs the helmet the last moment. The song 'Born to be Wild' plays again, as Mole-Stache escapes from the fangirls.

(Mole-Stache): Oh, yeah! Nobody messes with Ben 10!

The Tenn-Speed stops moving. Mole-Stache tries to start the engine again, to no avail.

(Mole-Stache): I hate you, universe!

He transforms.

(Upgrade): Upgrade!

He merges with the Tenn-Speed Cycle, riding far away from the fans.

(Upgrade): I love you, universe!

In the meantime, in Dimension 23, the liquid substance starts absorbing some electrical circuits and becomes more solid-like. The amorphous creature hacks one door and enters. He absorbs one control panel and becomes completely solid, resembling Malware's second form, but being blue. He sees a device at the end of the room and heads towards it. Azmuth enters the room.

(Azmuth, shocked): Who-what are you?

(MAL.W.A.R.E.): I am the Malicious Wrecking Artificial Radioactive Entity and I will destroy all living beings.

(Azmuth): How did you get here?

(MAL.W.A.R.E.): You ask too many questions, inferior being.

(Azmuth): You dare call me, Azmuth, the smartest being in 5 galaxies, inferior?

(MAL.W.A.R.E.): I do.

He creates a cannon and fires Azmuth, who dodges. He jumps and pushes a big red button.

(Building A.I.): Security breach! Security breach!

We go to Ben 23 and Tetrax, who are training. They hear the alarm.

(Ben 23): It's gyro time!

He transforms.

(Plantfire): Plantfire!

He runs down the stairs and reaches the room where Azmuth and MAL.W.A.R.E. are.

(Plantfire): Whoa! Who are you?

(MAL.W.A.R.E.): I will not repeat myself about this matter. Hand over the Ultimatrix.

(Plantfire): I just got that thing! And either way, no.

He shoots a couple of fireballs at him, but MAL.W.A.R.E. is unharmed.

(Plantfire): Oh, man!

(MAL.W.A.R.E.): My turn.

He shoots a blast from his cannon, that makes Plantifre explode to pieces.

(Azmuth): Ben, no!

MAL.W.A.R.E. grabs Azmuth and squeezes him.

(MAL.W.A.R.E.): You will build me another Ultimatrix.

(Azmuth): Never.

(MAL.W.A.R.E.): Goodbye, then.

Suddenly, Tetrax and Sevenseven burst in and shoot some diamond shards and laser blasts respectively.

(Tetrax): Where's Ben?

(Azmuth): He's-

The pieces of Plantfire reassemble back to normal and he reverts.

(Ben 23): That was...weird.

(MAL.W.A.R.E., throwing Azmuth down): I will take the Ultimatrix, even if I have to kill you!

He stretches his arm and starts absorbing the Super Awesome Hero Watch.

(Sevenseven): Gjkkjkiiuoi!

(Tetrax): He says 'Leave him alone'!

Tetrax punches him and MAL.W.A.R.E. steps back to a machine.

(Amzuth): Don't touch the Dimension-inator!

Everyone stares at him.

(Azmuth): Like you could have thought of a better name.

(MAL.W.A.R.E.): Enough!

He kicks Tetrax, who falls at Sevenseven. Ben 23 transforms.

(Eye Guy): Eye Guy!

He shoots energy beams at MAL.W.A.R.E., who smashes the Dimension-inator.

(Azmuth): No!

A big blue portal opens and they get sucked in Ben 10's dimension. In the meantime, Upgrade reaches Kevin's garage. He unmerges.

(Upgrade): What are you doing there?

(Kevin): Tryin' to fix my car. Can't you upgrade it or somehing?

(Upgrade): I only upgrade stuff when I'm merged with them. But I know who can help.

He transforms.

(Grey Matter): Grey Matter!

(Kevin): Will you go Ultimate?

(Grey Matter): Nah, not this time. I can't grab things easily with my Ultimate form anyway.

He jumps at the engine and makes complicated modifications. He jumps out.

(Grey Matter): Test it now.

Kevin enters his car and starts the engine, which make a smooth sound.

(Kevin): Wow! This feels like new! Thanks, Tennyson.

(Grey Matter): No prob-

The earth starts to shake and Grey Matter falls down. He looks out and sees Eye Guy fighting MAL.W.A.R.E.

(Grey Matter): Ben 23? What is he doing here?

(Kevin): Not another Ben!

(Grey Matter): I think he's in trouble.

(Kevin): You don't say.

(Grey Matter, slightly annoyed): You spent too much time on the internet.

He transforms.

(Cannonbolt): Cannonbolt! And this time, I'm going...

He slaps the Omnitrix 1.5. Four spikes emerge from it and his skin becomes cyan, as he grows silver spikes and armor.

(Ultimate Cannonbolt): Ultimate Cannonbolt!

He rolls away.

(Kevin): No way I'm missing action this time!

He calls someone on his phone and puts it in his pocket. He then absorbs his car and runs towards the others. Ultimate Cannonbolt lunges at MAL.W.A.R.E. and Eye Guy shoots some ice blasts. Kevin hits him with his hand in mace form.

(Ultimate Cannonbolt, uncurling from his ball form): Nice to see you again.

(Eye Guy): Oh, it's Ben...What's-His-Name.

(MAL.W.A.R.E.): Another Omnitrix? Give me both! 

(Ultimate Cannonbolt): First off, it's Ben 10, and second, no way, wait...Malware? Is

(MAL.W.A.R.E.): I know not who you are, Arburian Pelarota. I only want power.

Gwen suddenly teleports behind the heroes.

(Gwen): Alternate Malware?

(Ultimate Cannonbolt): Probably.

(Gwen): Wants power?

(Ultimate Cannonbolt): Oh yeah.

Eye Guy shoots lasers at MAL.W.A.R.E, who absorbs it, then grabs him. He shoots a laser right into Eye Guy's biggest eye.

(Eye Guy): Ow! My eye!

(MAL.W.A.R.E): Give me your Ultimatrix, or the damage to your eye will be only the beginning of your burden.

(Ultimate Cannonbolt): Leave him alone!

Gwen creates a mana lasso to bring Eye Guy back to them. MAL.W.A.R.E. runs towards Gwen and grabs her by the neck.

(Kevin): Gwen!

Eye Guy reverts back to Ben 23, with his right eye closed.

(Ben 23): It hurts. O-Ow.

(Ultimate Cannonbolt): You alright?

(Ben 23): A little.

MAL.W.A.R.E chokes Gwen and Kevin tries pulling MAL.W.A.R.E away from Gwen, to no avail.

(MAL.W.A.R.E): You aren't worth.

He tosses her away like a ragdoll. Kevin catches her.

(Kevin): You okay.

(Gwen): Y-Yeah.

(Ultimate Cannonbolt): Enough is enough.

He curls into ball form and shoots spikes at MAL.W.A.R.E., who steps back.

(MAL.W.A.R.E.): Fool.

He shoots a big blast, that blasts Ultimate Cannonbolt to the ground.

(Ultimate Cannonbolt): He's even tougher than the previous one!

(Kevin): Then transform into your plug lizard thing.

(Ben 23): You mean-

He transforms.

(Feedback): Feedback!

(Kevin): Show-off.

(Feedback): Hey, I...can't see anything.

(Gwen, getting up): It must be MAL.W.A.R.E.'s blast, what he did to Eye Guy.

(Feedback): That won't stop me.

He tries shooting electricity at MAL.W.A.R.E., but it hits Kevin instead.

(Kevin): Ow!

He falls to the ground unconscious. MAL.W.A.R.E tampers with Ultimate Cannonbolt's Omnitrix 1.5 symbol.

(Ultimate Cannonbolt): That's it!

He devolves back to Cannonbolt and transforms.

(Echo Echo): Echo Echo!

He emits a sonic blast right into MAL.W.A.R.E's face.

(MAL.W.A.R.E.): You are inferior! Surrender, and I might spare your life!

Feedback shoots an anergy blast at him.

(Feedback): Did I get him?

(Echo Echo): Yeah. Just transform into something that has 2 eyes.

(Feedback): Easy for you to say.

Echo Echo splits into 3 copies and carries MAL.W.A.R.E.

(MAL.W.A.R.E.): What are you trying to do?

(Echo Echoes): Honestly, I have no idea.

Suddenly, Rook, in his Proto-TRUK, drives in front of MAL.W.A.R.E. and stops. He gets out and shifts his Proto-Tool into a net blaster and uses it to shoot a net at MAL.W.A.R.E, trapping him. The Echo Echoes run away just in time and merge back to one.

(MAL.W.A.R.E., absorbing the net): I have enough power for now. The war begins!

He flies off.

(Echo Echo): That guy has issues.

(Gwen): Ben 23, I think you really should get your eye checked. It seems serious.

(Feedback): Okay.

(Rook): May I suggest a place I know?

(Feedback): Whatevs.

(Rook): You should consult an eye doctor.

Echo Echo reverts back to Ben.

(Ben): Ha ha ha ha ha ha!

Feedback reverts back to Ben 23.

(Ben 23): I'll just go back to my timeline.

Later at Dimension 23, Tetrax-23 is examining Ben 23's eye.

(Tetrax-23): This matter is indeed serious. Luckily, your Opticoid form took most of the damage. You wouldn't be able to see if you were in human form.

(Ben 23): What now?

(Tetrax-23): You have to wear this cybernetic lens.

He takes out a blue cybernetic lens.

(Ben 23): Glasses? Nooo!

(Tetrax-23): It's not glasses, and besides, you only need to wear it for a day.

Ben 23 puts it on.

(Tetrax-23): This will repair the damage to your eye and allow you to see.

On Galvan B, MAL.W.A.R.E lands in the middle of a crowd.

(Galvanic Mechamorph): You! You're not welcome here!

MAL.W.A.R.E, ignoring the crowd, smashes the ground. Three spikes rise from it.

(Galvanic Mechamorph 2): Get out of here, menace!

(MAL.W.A.R.E.): Fools! You can't stop me!

He shoots a laser at Mechamorph 2 and disinigrates to dust.

(Galvanic Mechamorph 3): Everyone, attack!

Ten Mechamorphs shoot laser beams from their eye, but MAL.W.A.R.E. simply absorbs it.

(Galvanic Mechamorph): This is not possible!

MAL.W.A.R.E. shoots a blue neuroshock beam from his eye that paralyzes all Mechamorphs. He grabs one and grows an Appoplexian claw in his right hand.

(MAL.W.A.R.E.): Where is the helix?

We go back to Ben 10's dimension, where he and co. are sitting at Ben's house.

(Kevin): What's the name of your new alien again? Portalporter? Telepad?

(Ben): I told you it's Portaler!

(Gwen): Guys, chill out.

(Ben): You mean like this?

He transforms.

(Big Chill, uncloaking himself): Big Chill!

(Kevin): Tennyson, seriously...

(Big Chill): Keep calm and chill, dude.

(Kevin): Hey, what if Big Chill was Big Bill? A big bill...either lots of money or attached to a platypus.

(Big Chill): Grrr. What if Kevin was bad at jokes?

(Kevin): There's no alternate timeline where that's possible.

(Big Chill): Oh, yeah? Your car seems to be otherwise, and the Rust Bucket III? A bad punch line.

(Kevin): Don't you talk about my ba-

Gwen glares angrily at him.

(Kevin): Ba-Baboon. Ye-Yeah, my (gulps) baboon car.

(Rook): Perhaps I should take Ben elsewhere. To the room of living, perhaps.

He grabs Big Chill and dashes for the living room, leaving Gwen and Kevin in awkward silence. Kevin backs away a little, bracing himself for the wrath of Gwen.

(Gwen): You know what? If you want to put your car first in your life, so be it.

(Kevin): I didn't say th-

Gwen runs off, with her hands on her face.

(Kevin): Great. Now I am the bad guy...again.

We go to the living room, where Big Chill is hovering above Rook.

(Rook): Ben-Dude, I suggest you revert to your human form. There is no danger or immediate threat to face.

(Big Chill): How many times have I told you to call me just Ben?

(Rook): 54, Just-Ben.

(Big Chill, sighing): You've been living on this planet for nearly 2 years and you have yet to learn to speak normally.

(Rook): I believe you Earthlings call it 'formal speech'.

(Kevin, his voice heard from outside): Hey, what's going on there?

(Rook): Go speak to Kevin and settle your differences.

(Big Chill):

He phases out of the house. Rook approaches Kevin.

(Kevin): Where's Tennyson?

(Rook): He exited his residence. Where's Ms. Tennyson?

(Kevin): She left as well.

We follow Ben, still as Big Chill, flying above Bellwood.

(Big Chill): If Kevin wants to play tough, it's his problem, not mine.

Suddenly, the Omnitrix 1.5 beeps. Big Chill quickly lands on a rooftop.

(Omnitrix 1.5): You have one missed call from Gwen Tennyson.

(Big Chill): Respond.

(Gwen, through Omnitrix 1.5): Ben, I want to talk to you now. Is Kevin with you?

(Big Chill): No.

(Gwen, through Omnitrix 1.5): Good. Meet me at my house.

(Big Chill, taking off): She will probably complain about Kevin. It will be fun.

He dashes forward, when the Omnitrix 1.5 beeps again.

(Big Chill): Okay...

The Omnitrix 1.5 glows and it shows a hologram of Azmuth.

(Big Chill): Azmuth? It better be important.

(Azmuth): Do you think I would call you for insignificant matters, Ben Tennyson?

(Big Chill): You've got a point.

(Azmuth): A couple of hours ago, I noticed abnormal energy they were 2 Omnitrixes. Did Albedo-

(Big Chill): No. It was Ben 23.

(Azmuth): Ben 23?

(Big Chill): An alternate version of me. Not as cool as me, though...

(Azmuth, irritated): That's not the point! He must go back to his dimension.

(Big Chill): I took care of me. Now, if you'll excuse me, I have to visit Gwen.

(Azmuth): I am coming to Earth to check if everything is okay.

(Big Chill): If you wish. You'll waste your time, though.

He flies away. Soon, he reaches Gwen's house, but a blue portal opens in front of him.

(Big Chill): Not again!

He gets sucked in. Gwen exits through the front door and goes to the yard.

(Gwen): I thought I heard Big Chill. Oh, whatever.

She gets back in. On Dimension 23, the blue portal opens and Big Chill lands with his face. Azmuth falls as well.

(Big Chill, reverting): Ow. I guess I am in Dimension 23 again.

He turns around and sees Azmuth.

(Ben): Azmuth? But how?

(Azmuth): The portal that brought us here must have interfered with my teleportation device.

He tries to get up, but falls.

(Ben): Broken leg.

(Azmuth): Quite possibly.

(Ben, grabbing Azmuth): I'll put you in my pocket.

He does so.

(Azmuth): This is embarrassing.

(Ben): Relax. Let's go find your counterpart.

He walks for a few minutes.

(Ben): Weird...I haven't seen anyone for like 10 minutes. Something's wrong.

(Azmuth): Perhaps you would like to look up.

Ben looks up and sees the Sun and the Moon in the sky, right next to each other.

(Ben): Oh my...What happened?

He activates the Omnitrix 1.5.

(Azmuth): Let me see it.

He jumps with a little effort on Ben's wrist and rotates the faceplate.

(Omnitrix 1.5): Danger Mode Activated.

(Azmuth): You'll thank me later.

He goes back on Ben's pocket, who transforms.

(Fasttrack): Fasttrack!

Azmuth falls down.

(Fasttrack): Oops. No pockets when I'm in alien form.

(Azmuth, rubbing his head): I'm not a toy to throw down.

(Fasttrack): Sorry.

He grabs him and speeds away. He enters a store and sees no one. He exits and super speeds to a house. He exits again and runs to a factory, where he finds nobody once again.

(Fasttrack): Where is everybody?

(Unknown Voice): They have long ceased to exist.

(Ben): Professor-

(Professor Paradox): -Let's leave introductions for later.

(Ben): You mean that everyone is...dead?

(Professor Paradox): Unfortunately, yes.

(Ben): But how?

(Professor Paradox): MAL.W.A.R.E.

(Azmuth): Malware's gone.

(Professor Paradox): Your Malware, yes. But this one enslaved Earth and killed all of its people. Ben 23 was of the first ones to fall.

(Ben): No...this can't be.

(Professor Paradox): Young Benjamin, there is an infinite number of universes. It is very possible.

(Ben): Wait. So we are in an alternate Dimension 23? Oh man, all this dimension travel gives me a headache.

(Professor Paradox): Not exactly. This is Dimension 23's future if you don't stop MAL.W.A.R.E. You too, Azmuth.

(Azmuth): Do I have another choice?

(Ben): Azmuth...

(Azmuth): Okay, okay.

(Professor Paradox): I will teleport you 23 years in the past, one day before MAL.W.A.R.E.'s invasion. I will send Gwen, Kevin and Rook for further assistance.

(Ben): Thanks.

(Azmuth): But if MAL.W.A.R.E. managed to defeat my greatest invention, what chance do we have?

(Professor Paradox): Have a little faith. We will meet again very soon.

He teleports them 23 years in the past. Ben and Azmuth are out of a Mr. Gyro store.

(Ben): Everything looks normal...for Dimension 23 standards.

(Azmuth): Paradox said he will send your partners. Where are they?

(Ben): They must be in another part of the city.

He hears a scream and turns around to see several fan girls. One that has black hair and a blue shirt runs at him and kisses him. Azmuth gets thrown out of Ben's pocket.

(Ben): Wow...Talking about fan love.

(Girl): So, you ditched blue for green? Not bad.

(Ben): Wait, what?

(Azmuth): She thinks you are her Ben.

(Ben): Oh right. Listen-

(Girl): You forgot my name already? I am Jennifer Nocturne, your girlfriend.

(Ben): This dimension is seriously messed up.

(Jennifer): Are you alright, Puddin'? Do you have a fever?

(Ben): Okay, I'm out of here.

Suddenly, Dimension 23 Big Chill lands and reverts back to Ben 23.

(Ben 23): Get your hands off my girl- Ben 10 dude?! What a surprise!

(Ben, noticing the cybernetic lens): Is your eye okay?

(Ben 23): It's only for one day.

(Azmuth): I don't see any difference between you two, to be honest.

(Ben 23): Azmuth?

(Jennifer): Can someone tell me what's going on here? Why are there two Puddin's? Not that I'm complaining...

(Ben): Not at all like my Jennifer. Not even close.

(Ben 23): Honey, get inside Mr. Gyro. My treat.

(Jennifer): Whee!

She happily runs inside Mr. Gyro.

(Ben 23): Get to the point.

(Ben): Wow...

(Ben 23, confused): What?

(Ben): Congrats, man.

(Ben 23): For what?

(Ben): You are a true hero now.

(Ben 23): Thanks...I guess.

(Azmuth): You do realize you are praising yourself, right?

(Ben): That's what makes me awesome.

(Ben 23): Ahem. I am very pleased you came here so soon, but why?

(Ben): Let's sit.

Meanwhile, Gwen and Rook are on a giant mall in the center of the city.

(Rook): I wonder how we got here all of a sudden.

(Gwen): Who cares? Let's shop!

She grabs some bags and visits some stores, buying clothes and shoes.

(Rook): Human females...I will never understand them.

We go to Kevin, who stands outside of a Mr. Gyro store.

(Kevin): Mr. Gyro? It must be new.

He enters and approaches one employee, who turns around and is revealed to be Kevin.

(Kevin-23): How may I help you, sir?

Both Kevins look at each one carefully.

(Kevin and Kevin-23): Ah! You're me! But how? Okay, let's stop talking at the same time.

(Kevin): This must be the Dimension 23 Tennyson was talking about.

(Kevin-23): Mr. Tennyson is a regular client. Do you know him personally?

(Kevin): I need to find him. Where is he?

(Kevin-23): Haven't you seen his tower?

(Kevin): Tower?

(Kevin-23): I see. You are new in this town.

He looks at his watch.

(Kevin-23): Let me show you around for half an hour.

(Kevin): Great...

They get outside and they see a big skyscraper with gold letters that read: Ben 23 Industries.

(Kevin): I did not expect that.

(Kevin-23): Mr. Tennyson is full of surprises.

We switch back to Ben, Ben 23 and Azmuth.

(Ben 23): So, you are telling me the end of the world is tomorrow? Hard to believe.

(Ben): Remember the Galvanic Mechamorph we fought together?

Suddenly, Azmuth-23 teleports in front of them.

(Ben and Ben 23): Azmuth?

(Azmuth and Azmuth-23): Why do humans always state the obvious?

(Ben 23): I am calling that awkward.

(Azmuth): So, that's my counterpart. I am pleased to meet you.

(Azmuth-23): Same.

They shake hands. Azmuth's leg makes a cracking sound.

(Azmuth-23): Have you broken your leg?

(Ben): Now you're the one who is stating the obvious.

(Azmuth and Azmuth-23): Who asked you?

(Ben 23): Anyway, Azmuth, there has to be a reason you came here.

(Azmuth-23): Yes, indeed. But first, I have to help 'me' stand up.

He helps his counterpart stand up.

(Azmuth-23): We need to teleport to my lab. I'll explain everything there. But my teleporter can't handle all of us.

(Ben): Don't worry. 

He transforms.

(Portaler): Telepad! Err...I mean...Portaler! (thinking) Stupid Kevin.

(Ben 23): Meh. I don't like this one.

(Portaler): Whatever.

He opens a green portal and they enter. Portaler reverts back to Ben.

(Ben 23): On second thought, he does come pretty handy.

(Azmuth-23): Leave this discussion for later.

He lies Azmuth down and shoots a blue laser beam from a small gadget.

(Gadget): Damage repaired. Organism is now able to walk.

(Azmuth): Thank you.

(Ben 23): You do realize you are thanking yourself, right?

(Ben): So much deja vú.

(Azmuth-23): MAL.W.A.R.E. is not a Mechamorph.

(Ben): But-

(Azmuth-23): He looks like one, but he is a part of the Omnitrix.

(Ben 23): Part of my former Hero Watch?

(Azmuth-23): I just said that.

(Azmuth): Why did you say former-

He looks Ben 23's wrist and sees the Ultimatrix glowing.

(Azmuth, angry): You gave him the Ultimatrix?!

(Azmuth-23): He has proven himself.

(Ben): Besides, we will need its power for MAL.W.A.R.E.'s invasion.

(Ben 23): Are you sure this is gonna happen?

(Ben): Pretty sure.

(Azmuth-23): I must unlock some new settings on your Ultimatrix, then.

(Azmuth, sighing): I will do the same.

(Azmuth-23 and Azmuth): Access Master Control, Code 10.

(Omnitrix 1.5 and Ultimatrix): Master Control Access Activated.

(Ben): Oh yeah!

(Ben 23): What can I do?

(Azmuth-23): You have access to all 1,000.911 DNA samples stored in Primus.

(Azmuth): Primus? Where have I heard this before?

(Ben): This time I am keeping the Master Control, right?

(Azmuth): No. You didn't figure it out by yourself, so I'll lock it after we stop this threat.

(Ben): Oh.

(Ben 23): Ha ha!

(Azmuth-23): The same goes for you.

(Azmuth): Ben, I want to talk with you in private.

(Ben 23): Alright, but I don't know why you need-

(Azmuth): Not you, fool. My Ben!

(Ben): You've just insulted me.

(Azmuth-23): Enough! Patience has its limits!

Professor Paradox teleports in.

(Professor Paradox): Please, let's not argue here.

(Ben): Professor, where are my friends?

(Professor Paradox): They will meet up with you in 13.456 minutes.

(Azmuth): Ben, come please. It won't take long.

(Professor Paradox): Listen to him.

(Ben): Fine.

He follows Azmuth into a white chamber. The door closes behind him.

(Ben): Alright, Azmuth. What do you wish to tell me?

(Azmuth): Ben Tennyson, I have seen you stop the Highbreed invasion, defeat Vilgax the Conqueror, travel to the Forge of Creation to protect the fate of the universe and save our dimension from Diagon. Despite your arrogance and constant mistakes, you have become a true hero, and for that, I am very proud.

(Ben): Wow...I don't know what to say.

(Azmuth): But this time its different. MAL.W.A.R.E.'s forces are reaching this planet at the very moment. With his ability to travel through dimenions, he is almost unstoppable.

(Ben): That's not very encouraging.

(Azmuth): Yes. So, I will make yet another upgrade on your Omnitrix 1.5.

(Ben): Wait, hold on. Did you just say another upgrade? I don't mean to be ungrateful, but you seem too generous.

(Azmuth): Indeed. But, since I will lock your Master Control access, it is fair. Omnitrix 1.5, recalibrate and unlock Ultimate Mode, Code 10,000.

(Omnitrix 1.5): Omnitrix 1.5 recalibrating. Please standby.

The Omnitrix 1.5 glows green and enlarges itself, growing up to Ben's elbow. Two metallic spikes emerge from its sides and align themselves.

(Omnitrix 1.5): Recalibration complete. Playlists 8, 9 and 10 unlocked. Ultimate Mode activated.

(Azmuth): Well, that's pretty much all of it.

(Ben): Let's go kick some Malware butt!

We go in space, where large spaceships approach Earth. We go to the interior of the main one, where MAL.W.A.R.E. is attached to the helix, that glows blue. The Galvanic Mechamorphs that operate the ship have orange color instead.

(MAL.W.A.R.E.): Soon, I will fully absorb the helix and then no one shall be able to stop me!

(Galvanic Mechamorph): Excuse me sir, but what about the 2 Ben Tennysons you were talking about?

(MAL.W.A.R.E.): Fool. All organic beings are inferior to me. And so is you.

He grows a third arm and absorbs the Mechamoprh, which turns into dust.

(MAL.W.A.R.E.): Such is the fate for those who dare defy me.

We return back to Earth, where Rook and Gwen are walking across a district carrying many bags.

(Rook): Ms Tennyson, are you going to use all of the objects you purchased?

(Gwen): Not really. It's pure collection.

(Rook): Oh Revonnah! Look. Your companion is right there.

(Gwen): Kevin isn't my-

She sees Kevin and Kevin-23 looking at a statue. She throws her bags down and runs towards him.

(Gwen): Kevin!

(Kevin): Gwen? What are you-

She kisses him.

(Rook): Human females...

(Kevin-23): Nice girlfriend you got there.

(Gwen): Kevin and Kevin?

(Kevin): Yeap. He was kinda lame first, but he is actually pretty cool.

(Rook): I apologize for interrupting your crucial conversation, but we have to find Ben's whereabouts.

Ben 23 appears behind them.

(Ben 23): Don't worry. I'm here admiring my beautiful statue.

They all turn around their heads and see a tall statue of Ben 23, doing a Superman flying pose.

(Ben 23): It's exactly 23 meters tall.

(Kevin): You are so full of yourself, other Ben.

(Kevin-23): Mr. Tennyson. I am very glad to meet you in person.

(Rook): I suppose we are in Dimension 23. Ben, do you know where our Ben is?

(Ben 23): Oh, he is signing some autographs posing as me.

(Gwen): Why would Ben do this?

(Ben 23): Because that's what I would do.

We go to Ben, who wears Ben 23's outfit, signing autographs.

(Ben, thinking): I am supposed to battle baddies, not signing autographs. Plus, this shirt is so tight!

(Fan Girl): You are my biggest hero, Ben 23!

(Ben, frowning): Good for you. (thinking) I don't even know why I agreed on this.

(Fan 2): Why is your Hero Watch green?

(Ben): Um...I like testing with other colors for a change.

Suddenly, Ben grabs his head in pain. Ben 23 does so.

(Ben): Sorry. Be right back.

He runs to an alley and grabs his head even more. We go inside Ben's head, where he is continuously running, while the background is black. MAL.W.A.R.E. stands in front of him.

(Ben's consciousness): I thought it was you. It's hero time!

He slaps the Omnitrix 1.5 but nothing happens.

(MAL.W.A.R.E.): Nice try, 'hero'.

(Ben's consciousness): What's happening?

MAL.W.A.R.E. multiplies himself and surrounds Ben.

(MAL.W.A.R.E.): What happens, is that I am taking control!

The screen splits in two and we see both Ben and Ben 23.

(Ben and Ben 23): Never! I will stop you, no matter what!

(MAL.W.A.R.E.): All I have to do is remove your Omnimatrixes. Without them, you are just as insignificant as any organic being.

The Omnitrix 1.5 and Ultimatrix vanish from each Ben's wrist.

(Ben and Ben 23): Impossible.

(MAL.W.A.R.E.): Now, let's get to that painful part.

He grows a wire that impales both Bens, whose physical appearance turns blue with several 0 and 1's on them.

(MAL.W.A.R.E.): Instead of killing you, I will download you and turn you into perfect drones, at my command! Mwahaha!

(Ben and Ben 23, their eyes glowing pink): Get out of my head!

They shoot a powerful beam from their heads that seemingly destroys MAL.W.A.R.E. In the real world, they both scream in pain and fall to the ground, unconscious.

(Gwen and fans): Someone get him to a hospital!

Later, at the Bellwood Hospital, both Bens are lying in a bed. The Azmuths run some calculations.

(Azmuth-23): Their condition has been stabilized.

(Azmuth): They just need some rest.

Ben 23 opens his eyes first.

(Ben 23): What...happened?

(Kevin): You got a really bad headache.

(Gwen): It was more than that. I sensed something or someone inside their heads.

(Azmuth and Azmuth-23): MAL.W.A.R.E.

(Ben 23): This guy again? Is he near Earth?

(Rook): Not from what the normal eye can see.

(Gwen): He is close, though.

(Kevin-23): I'm sorry, but I have to return to work. Go save the world.

(Kevin): You can count on us.

Kevin-23 exits the room. Ben regains consciousness.

(Ben): My head...MAL.W.A.R.E. will pay for that.

(Gwen): It's...weird. I sensed a large amount of mana being used, but it faded seconds later. I don't understand.

(Rook): It is alright, Ms. Tennyson.

We go to MAL.W.A.R.E.'s spaceship, who falls to his knees. A Mechamorph rushes to help him.

(MAL.W.A.R.E.): Don't touch me, inferior being!

He blasts him with a laser from his eye and stands up.

(MAL.W.A.R.E.): The Tennysons were stronger that I anticipated. I merely underestimated them. But not again. They will all bow before my power!

We go back to Earth, where Ben, Ben 23 and co. are walking out of the hospital.

(Ben): We have to alert the Plumbers.

(Azmuth-23): I am afraid only Tetrax, Sevenseven and me are available.

(Ben 23): So, what? We kicked his butt before, we can do it again.

(Kevin): To be honest, he almost killed you.

(Ben): Thanks for the support.

(Rook, putting his hand to Ben's shoulder): Worry not, Ben-Dude. I shall fight alongside you, even if that costs my life.

(Ben 23): Your partner is really awesome. What's your name again?

(Rook): My name is Blonko. Rook Blonko.

(Azmuth): We need to return to our base and make a battle plan. MAL.W.A.R.E.'s army could be millions.

(Gwen): I will teleport us there.

(Kevin): But you know it exhausts you.

(Gwen): I am getting used to it.

Her eyes glow pink. A pink sphere is created above them, but suddenly Gwen stops. She sees MAL.W.A.R.E.

(MAL.W.A.R.E.): Where do you think you are going, young Anodite?

He creates several tentacles that attach to Gwen, that start absorbing her, screaming in pain.

(Ben): Something's wrong.

(Rook): Stay back.

He turns his Proto-Tool Mark 3 into a small device that resembles a remote control. He presses a blue button and Gwen gets thrown to the air far away from the hospital.

(Kevin): Gwen! No!

Ben 23 transforms into Dimension 23 Goop and flies, reaching Gwen before she falls to her death. They land safely. The others reach them in a few seconds.

(Kevin, standing near Gwen): Gwen? Is she okay?

(Dimension 23 Goop): I don't know, but she didn't fall.

(Ben): What were you thinking, Rook?

(Rook, grinning evilly): Killing her.

(Ben): Wha-

He gets blasted by Rook's Proto-Tool.

(Dimension 23 Goop): The heck?

(Azmuth): He's being possessed. Knock him out quickly, before-

He gets blasted by the Proto-Tool.

(Rook): Bow before MAL.W.A.R.E.!

Kevin absorbs the asphalt and punches Rook.

(Kevin): In your dreams!

Rook kicks him and turns his Proto-Tool into a sonic gun, causing Kevin to fall to his knees. Rook kicks him again and again, until he reverts to his human form.

(Rook): You are all beneath me, organic beings. And you will be the first to fall!

He prepares to blast him, but Dimension 23 Goop shoots slime in his face.

(Pile-o'-Goo): Oh yeah! Pile-o'-Goo rocks!

(Rook, cleaning his face): You stupid Polymorph!

He shoots his Anti-Gravity Projector and Pile-o'-Goo turns immobile.

(Pile-o'-Goo): Not cool man!

(Rook): Finally, the Ultimatrix...

He walks towards him, but he gets blasted by a sonic scream. The camera turns and we see Echo Echo.

(Echo Echo): First you try to kill me, then possess my best friend, kill my cousin and my dimension counterpart? Plus destroy Earth? You know something? I miss the original Malware.

(Kevin): He's friend? Fine.

(Rook): He failed to reach his true potential. You could join forces with me and turn this world into paradise.

(Azmuth-23): Ben, don't listen to him.

(Echo Echo): Here's my answer.

He evolves.

(Ultimate Echo Echo): I'm so gonna kick you butt! It's hero time!

(Rook): Then so be it!

They charge at each other. Ultimate Echo Echo detaches a sonic disk and throws it at Rook, who blasts it to pieces. The latter uppercuts Ultimate Echo Echo, who in return throws sonic disks, that emit sonic screams at Rook.

(Ultimate Echo Echo): Rook, snap out of it! Don't let him control you!

(Rook, destroying the sonic disks): Your friend belongs to me now!

He turns the Proto-Tool into a sword and lunges at Ultimate Echo Echo, who puts his arms in front of him to block the attack. Rook continues to push him down.

(Ultimate Echo Echo): Argh! This is harder than I thought!

Rook starts cutting Ultimate Echo Echo's hand, but he gets stopped by a mana shuriken.

(Gwen, losing consciousness): Go...get him.

Ultimate Echo Echo stands up and several disks deattach from him.

(Ultimate Echo Echo): I'm sorry, Rook. This will hurt...a lot.

The sonic disks surround Rook and multiply themselves.

(Ultimate Echo Echo, hesitating): Sonic...Doom!

The sonic disks start firing sonic screams. Rook covers his ears in pain and falls down, unconscious.

(Ultimate Echo Echo): Rook, are you okay? Rook? Rook!

He runs towards him.

(Ultimate Echo Echo): Oh no, what did I do?

(Pile-o'-Goo): A little help here?

(Ultimate Echo Echo): Yeah...

He grabs Pile-o'-Goo's Anti-Gravity Projector and clicks a button, reverting him back to Ben 23.

(Ben 23): Thanks. Is he okay?

(Ultimate Echo Echo): I...I don't know.

Rook opens his eyes slowely.

(Rook): Ben-Dude, I trully apologize.

(Ultimate Echo Echo): Rook!

He helps him stand up.

(Ultimate Echo Echo): That attack could have killed you!

(Rook): Revonnahganders are more durable than they expect us to be.

(Ultimate Echo Echo): Glad to know that. We gotta wake the others.

(Azmuth-23): We don't have much time. Look up.

They do so and see hundreds of spaceships approaching Earth.

(Ben 23): Aw, man. That's a lot of spaceships.

The sky turns greyish-black, becoming darker by the second. The clouds in the sky, along with the spaceships, merge into one big (a little taller than the height Diagon was in The Ultimate Enemy) new-looking MAL.W.A.R.E.

(Ultimate Echo Echo): I think I'm gonna pass ou- No, I have to stay awake as much as I want to avoid this guy. Okay, guys, let's do this. I have a plan.

He attempts to help Kevin stand up, but he refuses.

(Ultimate Echo Echo): Can we talk about this later, please? I'll let you kick butt this time.

(Kevin): Fine.

He grabs Ultimate Echo Echo's hand and absorbs it. Gwen and Azmuth regain consciousness.

(Ben 23): Well, it was about time!

(Gwen): I have a spell that should help us.

She takes out of her pocket a small book that opens.

(Gwen, her eyes glowing pink): Azarath Metrion Zinthos!

A pink wave is unleashed at them, that quickly fades away.

(Ben 23): Wow...I feel strong again!

(Ultimate Echo Echo): Thanks, Gwen.

The ground starts to shake as MAL.W.A.R.E. approaches Bellwood.

(MAL.W.A.R.E.): Ben Tennysons! Come out and face me! I will find you, wherever you are...

(Ultimate Echo Echo): Okay, listen up. Ben 23, contact Tetrax and Sevenseven for backup. Also tell people to lock themselves in their basements. Both Azmuths, try to find out how we revert MAL.W.A.R.E. to his normal size. Gwen, Kevin and Rook, you're with me. Any questions? No? Good.

Ben 23 transforms into Speedraptor and runs to warn the citizens. The Azmuths teleport back to the lab.

(Rook): Ben Dude, MAL.W.A.R.E. seems to be even more powerful than Diagon. How do you expect to defeat him?

(Ultimate Echo Echo): We keep trying.

He flies away, at MAL.W.A.R.E.'s position.

(MAL.W.A.R.E.): The first Ben Tennyson. Is your counterpart too scared to fight me?

(Ultimate Echo Echo): He is evacuating the area. I hope this answer satisfies you.

(MAL.W.A.R.E.): You dare mock me? Me?

(Ultimate Echo Echo, getting pushed by MAL.W.A.R.E.'s hand): Do you know how many-Argh!

He crashes on a nearby building, where people are stil inside.

(Ultimate Echo Echo): *cough*cough* You gotta get out of here. Now!

MAL.W.A.R.E.'s hand tries to grab Ultimate Echo Echo, but a big mana blast interrupts him. People stay still, in shock. Ultimate Echo Echo shoots sonic blasts from his hands on the floor, destroying all the other ones as the building collapses.

(Ultimate Echo Echo): Everyone grab to something!

They do so and when the building collapses, they quickly get out.

(Man): What were you thinking? You could have killed us!

(Ultimate Echo Echo): Oh yeah? You would prefer to get killed by a 1,000 feet monster?

The man doesn't reply and runs away. Speedraptor arrives.

(Speedraptor): Everyone's safe. Tetrax and Sevenseven are on our way.

(Ultimate Echo Echo): Good. Think you can go fast?

(Speedraptor): Oh yeah!

He super speeds at MAL.W.A.R.E. and starts running around him, slowly lifting him. Ultimate Echo Echo detaches all of his sonic disks and throws them at MAL.W.A.R.E. Rook and Gwen blast him and Kevin jumps on his neck.

(Kevin): Woah.

He tries to punch him, but instead gets sucked in.

(Gwen): Kevin! No!

(Ultimate Echo Echo): He's still alive! Keep fighting!

Rook turns his Proto-Tool into dual pistols and shoots lasers.

(MAL.W.A.R.E.): Ha ha ha! Your attacks are nothing to me!

(Speedraptor, still running): Can't...hold...much..longer!

He stops running and vomits. Gwen creates huge mana lassos that tie MAL.W.A.R.E.

(Ultimate Echo Echo): Let's try an old trick. Sonic Doom!

The sonic disks fire sonic blasts that do no apparent damage to MAL.W.A.R.E.

(Ultimate Echo Echo): Great.

Speedraptor climbs on MAL.W.A.R.E. and transforms.

(Brainicrab): Brainy!

(Gwen, shooting a mana shuriken): Really? You named him Brainy?

Brainicrab shoots a powerful electric blast, that makes MAL.W.A.R.E. step back to a building.

(Brainicrab): Dear Gwendolyn, it is just a nickname. The actual name for this alien form is Brainicrab.

(Rook): Ms Tennyson, can you launch me on MAL.W.A.R.E?

(Gwen): Yep.

She creates a mana platform that launches Rook.

(Ultimate Echo Echo): I'm gonna try something crazy.

He flies at Rook and transforms into Upgrade, merging with him. Rook's armor takes on a green color, the Proto-Tool gets bigger and he grows mechanical wings on his back.

(MAL.W.A.R.E.): Impressive. But that will only make your death quicker.

(Upgrade-Rook): I beg to differ.

He turns his Proto-Tool into a canon and shoots a green beam.

(MAL.W.A.R.E.): Argh!

(Brainicrab): My turn.

He turns into Plantfire and shoots fire blasts on MAL.W.A.R.E.'s mouth.

(Plantfire, seeing Upgrade-Rook blasting MAL.W.A.R.E.): Maybe I should try a new trick.

He slaps the Ultimatrix and evolves.

(Super Awesome Plantfire): Super Awesome Plantfire!

He fires a napalm blast directly at MAL.W.A.R.E's eye. He propulses himself above his mouth.

(Super Awesome Plantfire): I'm gonna go find Kevin.

In the meantime, the Azmuths are in the lab, writing multiple calculations on pieces of paper.

(Azmuth): We have to find an answer for this.

(Azmuth-23): Agreed. Our time is little.

Professor Paradox, in his Time War outfit, teleports in.

(Professor Paradox): My apologies for being late. I was fighting E-, oops too many spoilers.

The Azmuths look at him, confused.

(Professor Paradox): Anyway, I know the way to defeat MAL.W.A.R.E.

(Azmuth): Wouldn't this affect the space time continuum?

(Professor Paradox): Under these circumstances, no.

(Azmuth-23): Then procceed.

(Professor Paradox): MAL.W.A.R.E. has absorbed all of the Mechamorphs and the Helix. All you have to do is destroy it.

(Azmuth): The answer was right in front of us!

(Professor Paradox): I am afraid I have to go now. Inform our heroes.

He teleports away. We go outside, where Upgrade-Rook gets slapped by MAL.W.A.R.E. They fall to the ground and unmerge.

(Upgrade): Will nothing stop him?

(Rook): Ben, look!

Tetrax-23 and Sevenseven-23 arrive on a small Plumbers' ship and shoot missiles at him. Inside MAL.W.A.R.E., Super Awesome Plantfire finds Kevin, trying to smash the Helix.

(Kevin): Ben, is that-Oh it's you...

(Super Awesome Plantfire): I will try to ignore that. What are you doing?

(Kevin): Isn't it obvious?

Super Awesome Plantfire looks further and sees several Mechamorphs connected to MAL.W.A.R.E.

(Super Awesome Plantfire): We have to save them!

(Kevin): If we destroy this machine, we will save them.

(Super Awesome Plantfire): Alright then. It's gyro time!

He shoots a fire blast at the helix and Kevin punches it. Outside, Ben, now as Ultimate Big Chill, freezes MAL.W.A.R.E.'s leg.

(Gwen): Ekam siht eof kaew!

A dark purple blast hits MAL.W.A.R.E., who shrinks in size.

(Ultimate Big Chill): It's working. Keep fighting!

The Omnitrix 1.5 beeps.

(Azmuth): Ben, destroy the helix inside MAL.W.A.R.E.!

(Ultimate Big Chill): On my way.

He turns intangible. Tetrax-23 ejects from the spaceship and shoots diamond shards.

(MAL.W.A.R.E.): I will not be defeated!

His eye glows blue and shoots a giant beam at Tetrax-23, who blocks it with a diamond shield, that breaks afterwards. Sevenseven-23 and Rook shoot more lasers. Ultimate Big Chill catches up with Kevin and Super Awesome Plantfire, who try to destroy the helix to no avail.

(Ultimate Big Chill): Any luck with that?

(Kevin, hitting the helix with his hand in mace form): How durable is this thing?

(Super Awesome Plantfire): Let's try together then.

Ultimate Big Chill and Super Awesome Plantfire shoot an ice and fire beam respectively, while Kevin hits it continuously, causing it to crack.

(Ultimate Big Chill, breathing heavily): Who's gonna give the final blow?

(Super Awesome Plantfire): Rock, paper, scissors?

Kevin smashes the helix.

(Ultimate Big Chill): Oh c'mon!

(Kevin): But nothing happened.

Suddenly, MAL.W.A.R.E's body glows blue and his stomach gets enlarged.

(Super Awesome Plantfire): He's gonna blow up!

He blasts MAL.W.A.R.E.'s stomach and they get out.

(MAL.W.A.R.E.): No, no!

(Kevin): Gwen, shield us, now!

She creates a large mana dome.

(MAL.W.A.R.E.): No! ARGH!

He explodes, causing a titanic shockwave, that destroys all the buildings in the area. Gwen's shield cracks.

(Ultimate Big Chill): Hold it!

(Gwen): I am trying!

Finally, the shockwave fades off, as well as Gwen's shield. She falls down, with her clothes a little teared apart.

(Kevin): Gwen, are you okay?

(Gwen): You won't get rid off me that easily.

They kiss.

(Ultimate Big Chill and Super Awesome Plantfire): Seriously?

(Rook): Is it over?

(Tetrax-23): It's a safe assumption.

Some parts of MAL.W.A.R.E. gather together and re-create all the Galvanic Mechamorphs.

(Sevenseven-23): Sfhk da tryiklk!

Ultimate Big Chill and Super Awesome Plantfire revert.

(Ben): I missed being me!

Azmuth and Azmuth-23 teleport.

(Azmuth-23): Excuse me, but I will guide the Mechamorphs back to Galvan B. Thank you for your assistance. Oh by the way, Lock Master Control, Code 23.

(Ben 23, frowning): Fine.

(Kevin): Hey, you don't wear an eyepatch. Must have fallen during battle...

(Ben 23): Yes! I have 2 normal eyes again!

(Ben): Okay...That was weird.

(Azmuth): As for you: Lock Master Control, Code 10.

(Rook): How do we get back to our dimension?

Professor Paradox appears.

(Professor Paradox): I can help you with that.

(Ben, Ben 23, Gwen, Kevin and Rook): Professor-

(Professor Paradox, interrupting them): Don't you think it is kinda overkill that you shout out my name every time?

(Ben 23): He has a point.

(Gwen): What's with the outfit?

(Professor Paradox): Last time, during your adventure on Dimension 99, I warned you that the biggest threat in the multiverse is about to erupt: A Time War.

(Ben): Time War? Awesome!

(Professor Paradox): On the contrary, it is not good at all. I haven't encountered such a threat since our first encounter. Or was it the last?

(Kevin): Time travelling is confusing, we know.

(Ben 23): What does that have to do with us?

(Professor Paradox): We will discuss this another time, Young Benjamin. I need to take Ben and his team back to their dimension.

(Ben 23): Bye, then.

(Ben): See you soon!

We see a blue flash and Ben and co., along with Professor Paradox and Azmuth, are sitting on a Mr. Smoothy store.

(Ben): That's what I'm talking about!

(Azmuth): Ben, focus! Paradox is trying to warn you!

(Professor Paradox): Indeed I do. We have to get prepared for Maltruence's forces.

(Gwen): Who is Maltruence?

(Professor Paradox): He's the one who started the war and plans to conquer all the dimensions in existence.

(Rook): That does not sound positive.

(Professor Paradox): He has partly succeeded. We must stop him at all costs.

(Kevin): You always used to be cryptic. What changed it now?

(Professor Paradox): The situation we face...

He shows his left arm, that has the Chrononavigator.

(Professor Paradox): ...and some sacrifices I have made.

(Ben): What do you want us to do?

(Professor Paradox): Create a special team to prevent Maltruence from invading this universe. This is your first priority. Although, I will need Gwendolyn for some...special help.

(Gwen): Okay, I guess.

(Professor Paradox, standing up): Once again, I have to go. I wish you good luck and we will meet again very soon.

(Ben): Before you leave, can you tell us if MAL.W.A.R.E. is gone for good?

(Professor Paradox): No spoilers.

He teleports away.

(Azmuth): Sometimes, Paradox is very strange, even for my genius.

(Ben): Whatever. It's smoothie time!

We go to a dark dimension, where Eon shoots a time ray at MAL.W.A.R.E.'s remains, who regains his regular form. The shadowy figure simply watches from his throne, which is made out of long dark tendrils that emit a black mist, covering their surroundings. The only sources of light are the shadow's red eyes, Eon's Chrono-navigator, which glows purple and MAL.W.A.R.E.'s pale blue circuit design.

(MAL.W.A.R.E.): I live once more! Now, time to destroy Tennyson and achieve the ultimate power!

(Shadow): I'm afraid that is no longer an option, MAL.W.A.R.E....From this point on, you will serve me in my army.

(MAL.W.A.R.E.): I serve no one!

(Shadow): You actually believe you have a choice in the matter. Allow me to rectify this...misconception.

MAL.W.A.R.E.'s eye glows brighter, clearly intending to blast the shadowy figure, but the latter simply waves his left hand, causing MAL.W.A.R.E. to be encased by a dark purple, almost black, aura. He groans in pain, as the figure slowly closes his hand into a fist. MAL.W.A.R.E. lets out a weak scream, as he falls to his knees.

(Shadow, noticing this): While this was not my intention, I find it very respectful that you decided to kneel before me, even if I had to be a little...persuasive.

MAL.W.A.R.E. forcefully nods. The figure opens his hand and Eon rushes to help MAL.W.A.R.E. stand up.

(Eon): What happens now, Maltruence?

(Maltruence): Now, Eon, we simply wait. This is the end of this chapter, but a new one is about to begin...

Dark tendrils begin creeping towards the camera, covering it and causing the screen to fade to black.


Major Events

  • Ben 23, Tetrax-23, Sevenseven-23 and Azmuth-23 make their first appearances.
  • Feedback, Speedraptor, Barnacle Man, Plantfire, Eye Guy, Moth Man, Pile-o'-Goo, Brainicrab and Super Awesome Plantfire make their first appearances.
  • Portaler makes his first appearance by BTOU Ben.
  • Trumbipulor makes his first appearance.
  • Ben 23 acquires the Ultimatrix (Super Awesome Hero Watch).
  • Mole-Stache makes his first appearance
  • MAL.W.A.R.E. makes his first appearance.
  • Jennifer Nocturne and Kevin Levin of Dimension 23 make their first appearances.
  • Master Control is unlocked on both the Ultimatrix and Omnitrix 1.5
  • The Omnitrix 1.5 recalibrates and unlocks new modes.
  • The shadowy villain is revealed to be Maltruence.
  • Professor Paradox informs Ben and co. about the Time War.


Aliens Used

By Ben 10

By Ben 23



  • This episode is dedicated to Ulti.
  • This episode features the first death in the series (although off-screen).
  • Twitbook is a parody on both Facebook and Twitter.
  • It is revealed Azmuth doesn't remember Primus.
  • This is the longest episode of the series.
  • Two scenes were cut from the final version.
  • Professor Paradox breaks the fourth wall twice.