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Ben 10 Fan Fiction Wiki

Omniverse Award Winner!

Ben 10: Fall of the Omniverse won Best Fanon Movie at 2014's Omniverse Awards!

Ben 10: Protector of the Omniverse
Season 0, Episode O-26
Fall of the Omniverse.png
Air date Canceled
Written by UltiVerse
Directed by UltiVerse
Episode Guide
Play It Back Again
Surprise Visit


Khyber's ship
Unknown date and time EDT

Flashback to a while before Showdown: Part 1. Past Malware is in a secret room in Khyber's ship. He steps into a chamber corresponding to another chamber.

(Past Malware): Perfect. A replica of myself, all ready to destroy Azmuth when the time comes.

A bright light glows through the other chamber, and a clone of Past Malware is created. The original Malware steps out of the chamber.

(Past Malware): Welcome to the world, M-2.

He presses a button on the control panel of the machine, freezing Past M-2. Past Malware arrives at the cockpit, where Past Khyber and Past Dr. Psychobos are waiting. An alarm goes off.

(Alarm): Warning. Approaching Galvan System.

(Past Khyber): I thought you said you took care of planetary defenses.

(Past Dr. Psychobos): That's what you get for trusting goo-for-brains! Ha!

(Past Malware): I did.

The alarm shuts down.

(Past Malware): Simple.

(Past Dr. Psychobos, angry): Ooh, I...

(Past Malware): Silence. Today, the Faction finally eliminates its greatest threats, Ben Tennyson and Azmuth!

Khyber's ship
Unknown Date and Time EDT

Past Khyber is doing some spring cleaning in his ship. Behind a load of boxes, he finds Past Malware's cloning chamber.

(Past Khyber): Eh? Another Malware? I do not want him getting in my way. I shall dispose of him.

Void of space
Unknown date and time EDT

Past M-2 is seen in his pod, hurling nowhere in the endless void of space.

Unknown Alley
July 23, 2014, 3:03 PM EDT

Ben is fighting a Sotoraggian.

(Ben): Who are you, anyway? Sixsix's brother?

The Sotoraggian growls and runs towards Ben, holding the Infinimatrix tightly.

(Infinimatrix): Sotoraggian DNA unlocked.

(Ben): Sweet!

He transforms.

(AssassinTen): AssassinTen! Hey, I can speak English! What's your name?

(Sotoraggian): Kshdo skmdep iofwont.

(AssassinTen): Eightsix? What's with your family and numbers?

AssassinTen shifts his hands into cannons, shooting missiles at Eightsix, who dodges and hits AssassinTen to the ground.

(AssassinTen): I'm...still getting the hang of this.

He shoots missiles right in Eightsix's face.

(Eightsix): Diwtgdo wihfl ryg! Ryg!

(AssassinTen): That all you got?

His Infinimatrix symbol beeps. He turns around.

(Max, through AssassinTen's Infinimatrix symbol): Ben, Galvan Mark II is under attack.

(AssassinTen): Who is it?

(Max, through AssassinTen's Infinimatrix symbol): It's...Malware.

(AssassinTen): How?

(Max, through AssassinTen's Infinimatrix symbol): We don't know, but hurry up. We can't hold our own against him and Rook's on Kinet answering a distress call from Helen.

(AssassinTen): I'll be there as soon as I can.

His Infinimatrix beeps, signalling the end of the conversation.

(AssassinTen): Let me beat Eightsix up fir-

As he turns back to face Eightsix, he is nowhere to be seen.

(AssassinTen): Great.

He reverts back to Ben.

(Ben): How am I gonna get to Galvan Mark II?

Professor Paradox teleports in.

(Ben): You've been visiting me a lot recently, Professor.

(Professor Paradox): I am aware of that, but this time, it's because we have an extremely dire situation.

(Ben): Oh, really?

(Professor Paradox): Ben, today, you will face a threat like never before. Cities will crumble. Many will rise, one will die. I believe you will do what is right when the time comes. Prepare yourself.

(Ben): Okay. Um, how am I supposed to get to Galvan Mark II?

(Professor Paradox): I believe you have an alien with the ability to teleport. Two, in fact.

(Ben): Oh, yeah.

He transforms.

(Yocualt): Yocualt! Bye, Paradox!

He teleports out.

(Professor): Good to have seen you! Time travel and verb tenses do not mix well.

Streets of Galvan Mark II
July 23, 2014, 3:11 PM EDT

Yocualt teleports in to see 'Malware' holding his own against Gwen, Kevin (in the form of an unknown material) and Max.

(Yocualt): Stop right there, Malware!

('Malware'): I am not Malware. I am M-2! A superior clone, who will doom you all!

(Kevin): That explains it, but how did he come to be?

(Gwen): Can we ask questions later and bash M-2 first?

(Kevin): And they call you the peaceful one.

(Yocualt): Atomix would be really useful right now!

He transforms.

(Reptalien): Reptalien! Sure, Infinimatrix. Nice going.

He charges at M-2, who grabs him by the waist and throws him to the ground. As Reptalien gets up, Kevin shifts his hands into anvils and jumps at M-2, using his anvil hands to hit M-2, who shoots laser at him. Kevin slides against the ground behind Gwen. Max pulls out a nuclear fusion grenade and throws it at M-2.

(Max): Catch!

The grenade explodes, making M-2 dissolve into puddles, which are splattered across the area.

(Kevin, getting up): Did we just win?

(Gwen): No. He can't be defeated that easily.

M-2's remains regenerate, puddle by puddle.

(Reptalien): Why do you always have to be right?

(M-2): You haven't won. In fact, you all have lost without knowing it.

(Kevin): Been there, done that.

Reptalien runs towards M-2 and smacks his tail against his waist. M-2 grabs his tail and swings it, throwing Reptalien on a small house.

(Reptalien): I need to step my game up.

(Gwen): You think?

She creates mana bars, which she uses to wedge M-2. He smashes the bars, making them disappear.

(Reptalien, getting up): He's not getting a scratch. That's it. I'm gonna wing it.

He runs and jumps towards M-2. As he's about to hit his arm, he reverts back to Ben and falls to the ground.

(Ben): Ow! What's up, Infininimatrix?

(Infinimatrix, glowing blue): Receiving Software Update 1.1.

(Ben): Software update? Another new feature Azmuth never told me about.

(M-2): Ha ha ha ha ha!

He grabs Ben by the wrist, fiddling with the Infinimatrix.

(Ben): Hey!

Gwen creates a mana lasso, which she uses to grab Ben and pull him towards them. The Infinimatrix turns green.

(Infinimatrix): Software update disrupted. Playlists reset.

(Ben): What?

He twists the dial on the Infinimatrix, and a hologram of an unknown alien pops up. Ben scrolls through his playlist of new and unnamed aliens. M-2 smashes the ground, making Gwen, Kevin and Max be thrown back.

(Max): Ben, we need your help.

(Ben): I don't recognize any of these guys.

(Gwen): Just pick one. How bad could it be?

(Ben, sighing): Here goes.

He transforms.

(Proto-Batallion): Proto-Batallion!

He looks at his hands.

(Proto-Batallion): Oh, my. This cannot be. I am...a...a...

(Kevin): A Revonnahgander. Whatever, get over it and fight.

(Gwen): Kalecky Erupt!

Rock spikes emerge from the ground below M-2, who is thrown up into the air. Proto-Batallion jumps towards him and kicks him in the face, before getting grabbed and slammed against the wall.

(Proto-Batallion, as he and M-2 touch the ground): My, my. That caused great pain to me.

(M-2): I grow weary of your feeble attempts to stop me.

Two Galvans soldiers arrive.

(Soldier): Stop in the name of the law!

(Kevin): Took you long enough.

M-2 absorbs two jetpacks, making the Galvan soldiers fall to the ground. A small jetpack grows on M-2's back. He flies off.

(Proto-Batallion): We must not let him escape! Cousin, boost me!

(Gwen): Saphirius Expectorium Perpetua!

A tornado rises from the ground under Proto-Batallion, pushing him up into the air. As he nears M-2, he jumps on his back.

(Proto-Batallion): Yield, M-2!

(M-2): Rah!

He shoots laser at Proto-Batallion, making him fall back into the tornado, which descends to the ground. Gwen, Kevin and Max run after M-2, leaving Proto-Batallion.

(Proto-Batallion): Hey!

He runs after them. Gwen shoots mana at M-2, who dodges without turning back. He flies even faster.

(Proto-Batallion): If only I had access to Jetray. Though, I could transform into another alien form. Any alien must be more useful than this one.

(Kevin): Stop yappin' and start transforming!

Proto-Batallion transforms.

(Glitch): Glitch!

He flies on M-2's back and merges with his jetpack. He unmerges with it seconds later, and the jetpack disintegrates, making M-2 fall down.

(M-2): I might as well finish you off, but I don't want to waste any time.

(Gwen): Yeah? Well, too bad.

(Glitch): I'm about to kick your-

He unintentionally reverts back to Ben.

(Ben): -butt. Really? Really, Infinimatrix? Now?

(Max): Gwen and Kevin, you're the only ones that can stop M-2. Ben's watch is in recharge mode and my blaster surely won't hurt him.

M-2 runs off.

(Kevin): No you don't!

He shifts his hands into giant fists and jumps in front of M-2, squashing him with his hands.

(Kevin): I'm feelin' somethin' in there.

A blast is created in Kevin's hands.

(Ben): He has a Tachyon Cannon! Kev, let go!

Kevin shifts his hands back to normal and runs off.

(M-2): Cowards.

His Tachyon Cannon lights up. Gwen creates a mana shield to protect herself, Ben, Kevin and Max. M-2 shoots a blast at the shield, creating a large amount of smoke. M-2 runs off.

Azmuth's lab
July 23, 2014, 3:23 PM EDT

M-2 reaches Azmuth's lab. Galvan soldiers are guarding the entrance.

(Galvan Soldier 1): Halt!

(M-2): Imbeciles.

He breaks through the lab.

(M-2): Where is it? Where is it?

He knocks down the shelves with different devices. Azmuth enters the room.

(Azmuth): What's all that noi- Who are you, Galvanic Mechamorph?

(M-2): For the smartest being in three galaxies, you are clueless.

He uses his Tachyon Cannon to shoot the ceiling above him, jumping onto the second floor.

(M-2): I will find it!

Gwen and Kevin, their clothes torn in various places, rush in.

(Gwen): Hi, Azmuth.

(Azmuth): What on Galvan Prime is going on?

(Kevin): Ask Ben!

Gwen creates a mana platform for the two of them to jump up and chase after M-2.

(Azmuth, as the mana platform fades): Don't damage my lab!

Gwen shoots a big mana blast at M-2, who dodges and shoots laser at a shelf, scattering its contents across the ground.

(Kevin): This guy's really ticking me off.

He pulls out a shard of Taydenite from his pocket and clutches it tightly, absorbing the material. Kevin, now in Taydenite form, shifts his hands into giant cannons. He locks them into the ground and loads up some of the debris as ammo. He fires the debris at M-2, who shoots laser at Kevin. He is unhurt.

(Kevin): Taydenite, dude. Taydenite.

M-2 finds a black cube with blue lines patterned on it.

(M-2): This, this is what will destroy you all!

(Gwen): That's the Mechamorph Armor from years ago! Don't let him get away with it!

M-2 absorbs the Mechamorph Armor. His body shape changes to become slimmer, and his lines become thinner and straighten out. As this process happens, Gwen shoots mana at M-2, only to have it dissipate. Kevin cringes and lunges at M-2, who grabs him by the neck, choking him. Kevin shifts his hands into giant cylindrical nunchucks and hits M-2 in the face.

(M-2): Foolish boy.

He tightens his grip on Kevin's neck.

(Gwen): Leave him alone!

She creates mana whips, which she uses to hit M-2. He catches a whip and pulls it, which causes Gwen to be thrown across the room. She creates a shield to protect herself as she hits the wall. M-2 releases Kevin and flies off. Kevin inhales deeply. Gwen's shield dissipates, and she runs towards Kevin. She holds his chest. He shifts his hands back to normal and reverts back to human. With the help of Gwen, he gets up and dusts himself. The elevator dings, and Ben, Max and Azmuth emerge from it. Ben and Max's clothes are somewhat torn as well.

(Ben): What did he take?

(Kevin): The Mechamorph Armor.

(Gwen): My clothes are torn.

(Ben and Kevin): Pfft. Girls.

(Azmuth): I may have something which can help Ben and Gwen. Wait here.

(Kevin): Aw, come on! What about me?

(Azmuth, shaking his head): Humans and their greed. Let me look for your 'gifts', if you will.

An airport on Kinet
July 23, 2014, 3:33 PM EDT

Rook walks around, looking for Helen. Kinecelerans are running around rapidly in front of and behind him.

(Rook): I am not used to having Kinecelerans running around me. Now, where is Miss Wheels?

Someone taps him on the shoulder. Rook, startled, turns around, only to see Helen.

(Rook): Greetings, Miss Wheels.

(Helen): Hey.

(Rook): You sent a distress call?

(Helen): Yeah. We need to discuss this somewhere private, though.

(Rook): Agreed.

Kinet Plumbers' base
July 23, 2014, 4:04 PM EDT

Rook and Helen enter a private room. Rook closes the door and sits down.

(Rook): Tell me, Miss Wheels, who is causing trouble?

(Helen): He had a connection with one of old rulers of this planet. He's pretty good at fighting. Even our Plumbers couldn't take him on.

(Rook): Do you know his name?

(Helen): Yeah. It's Disease.

At that moment, Rook freezes as his mouth goes agape.

(Helen): Rook? Rook, are you okay?

(Rook): F-Forgive me, Miss Wheels.

(Helen): What happened? You spazzed out.

(Rook): Disease... He is lethal.

(Helen): You know of him?

(Rook): He caused the destruction of many planets. I was on Revonnah when....

He slams his fist against the table.

(Rook): He is a danger to mankind! I will not rest until he is imprisoned!

(Helen): Calm down, Rook.

(Rook, exhaling deeply): You are right. Forgive me. It is just that Disease had almost destroyed Revonnah, and caused us two years of having to get back what he had taken from us.

(Helen): We'll get him.

(Rook, clearing his throat): Now, what exactly did Disease do?

(Helen): He stole this planet's weapons. Funny thing is, no one really noticed.

(Rook): Disease can appear and disappear in the blink of an eye. Wait, Miss Wheels, did you say he stole weapons?

Helen nods.

(Rook): That is strange. Disease was more of the stealthy destruction type. However, with Kinet's advanced technology in his hands, who knows what he could do?

(Helen): Our forces are looking for him. No luck.

(Rook): We must find him.

A green smoke engulfs the room. Rook and Helen violently cough.

(Helen): Is (coughs) that...Disease?

(Rook): Yes.

Helen closes her eyes and stands up, spinning around in a circle, making the smoke disappear. She stops spinning and opens her eyes. A light green alien with scales and spikes all over him stands before her, smirking. Rook regains composure and stands up.

(Rook): Disease, yield!

He coughs.

(Disease): I heard that you wanted to find me. Here I am.

(Helen): And here you are.

Major Events

  • Malware makes his first reappearance.
  • M-2, Eightsix and Disease make their first appearances.
  • AssassinTen, Proto-Batallion and Glitch make their first appearances.
  • The Galvan soldiers make their first reappearance.
  • The Mechamorph Armor make its first reappearance.
  • One of the Plumbers' bases on Kinet makes its first appearance.



  • The Faction
    • Malware (first reappearance, past self (flashback))
    • Khyber (past self (flashback))
    • Dr. Psychobos (past self (flashback))
  • M-2 (first appearance, past (flashback) and present selves)
  • Eightsix (first appearance)
  • Disease (first appearance)

Aliens Used


  • The giant cannon and cylindrical nunchucks which Kevin uses in this episode are a reference to the Slam Cannon and Funchucks from Generator Rex.


  • Credits to the amazing Sci100 and Lego Master for ideas for the main build-up of the movie.
    • Credit to Sci for making the movie's logo as well.
Ben 10: Protector of the Omniverse
Ben Tennyson - Gwen Tennyson - Kevin Levin
Azmuth - Bellicus - Carl Tennyson - Cash Murray - Charlie Grant - Crystal Phoenix - Emily - Frank Tennyson - Galvan Soldiers - Gluto - Jimmy Jones - Jonesy - J.T. - Julie Yamamoto - Kenneth Tennyson - Max Tennyson - Myaxx - Mr. Baumann - Natalie Tennyson - Pakmar - Plumbers (Bromeba - Chortle - Elliot - Fistina - Jerry - Magister Patelliday - Magister Prior Gilhil - Maryana Autumn - Morty - Plumbers' Helpers (Alan Albright - Cooper Daniels - Helen Wheels - Manny Armstrong - Pierce Wheels)) - Professor Paradox - Sandra Tennyson - Serena - Ship - Tetrax Shard - Zed
Regular Aliens
Alien X - Ampfibian - Antigravitesla - Arctiguana - Armodrillo - Astrodactyl - Atomix - Ball Weevil - Big Chill - Bob the Blob - Braindrain - Brainstorm - Brute Fource - Bullfrag - Bungee Sponge - Buzzshock - Cannonbolt - Chamalien - Chromastone - Clockwork - Construx - Crashhopper - Diamondhead - Ditto - Domino - Eatle - Echo Echo - Embiggensect - Evomania - Eye Guy - Fasttrack - Four Arms - Frankenstrike - Funguy - Ghostfreak - Glitch - Goop - Gravattack - Grey Matter - Gurge - Gutrot - Heatblast - Heavysplitter - Hippopotamass - Humungousaur - Jetray - Juryrigg - Kickin Hawk - Lodestar - Mealymouth - Mimisthetic - Mind Games - Mole-Stache - Nanomech - NRG - Octolord - Overflow - Pesky Dust - Plantapocalypse - Porquillpine - Porturtle - Purebred - Rath - Retouch - Ripjaws - Rock Bottom - Sandbox - Shocksquatch - Slow Hands - Snakepit - Snare-oh - Snark Tanque - Soulcatcher - Sparkhenge - Spidermonkey - Spitter - Squidstrictor - Stinkfly - Swampfire - Terraspin - Terrorsaur - Thriller Whale - Timbrewolf - Toepick - Upchuck - Upgrade - Venomsnake - Vine-al Warning - Water Hazard - Way Big - Whampire - Wildmutt - Wildvine - Wolf Calendar DS - XLR8
Ultimate Forms
Ultimate Arctiguana - Ultimate Big Chill - Ultimate Cannonbolt - Ultimate Echo Echo - Ultimate Goop - Ultimate Gravattack - Ultimate Humungousaur - Ultimate Rath - Ultimate Spidermonkey - Ultimate Swampfire - Ultimate Way Big - Ultimate Wildmutt
Season 1

Season 2

Season 3

Season 4

Season 5

Season 0
Azmuth's Invention - Wrath of the Xenocytes - The Trouble With Doubles - Escape From the Infinimatrix - Bait - Fusing Some Enemy Butt - Factorial Doom - Wrath of Vilgax - A Trip To...Nowhere - To The Past - Clown Catastrophe - Forever Stealing - Rumors and Lies - Summer Again - Truce - Ultimate Escape - Hero's Challenge - Controlled - Ben-Blank: Protectors of the Omnigizer - Prom Not To Be - Doom Date - Behind the Mask - Quest to Conquer - When Things Are Altered - Play It Back Again - Ben 10: Fall of the Omniverse - Surprise Visit - The Chronian Invasion - Aggression

Related Pages
Anur System - Earth-50