Ben 10 Fan Fiction Wiki
Ben 10 Fan Fiction Wiki

A movie created by me where the aliens are upgraded through Azmuth's help and he bands together with teammates against villains such as Vilgax, Aggregor, Techadons, etc. Will Ben survive the battle?


Heroes/Ben's Team[]

  • Ben
  • Gwen
  • Kevin
  • Julie & Ship
  • Max
  • Verdona
  • Michael Morning Star/Darkstar
  • Chamcaster
  • Alan Albright
  • Helen Wheels
  • Pierce Wheels (Revived)
  • Manny Armstrong
  • Tetrax Shard
  • Gluto
  • Bivalan
  • Adreas
  • Galapagus
  • P'andor
  • Ra'ad
  • Cooper Daniels
  • Eunice
  • Ultimos
  • Synaptak
  • Reinrassic III
  • Baz-El
  • Myaxx
  • Xylene
  • The Vreedle Brothers
  • Spellbinder (Revived)
  • Hex
  • Tini

Villains/Vilgax's Team[]

  • Vilgax (Major)
  • Aggregor (Major)
  • Techadons (Major)
  • Zombozo
  • Dr. Animo/D'Void
  • Dr. Animo/D'Void's aliens creatures
  • Psyphon (Major-ish)
  • Kraab
  • Rojo
  • Azul
  • Amirillio
  • Circus Freak Trio
  • Vuklanas
  • Zs'Skayr (Major)
  • King Viktor
  • Eon (Major)
  • Sevenseven
  • Albedo (Major)
  • Clancy
  • Ssserpent


  • Ben's House
  • Kevin's Garage
  • Julie's House
  • The Rustbucket III
  • Plumber's Academy
  • Tetrax's Ship
  • A Techadon Machine
  • Circus
  • Zs'Skayr's Lair
  • King Viktor's Lab
  • The Future
  • Vilgax and Aggregor's Lair


Big Chill/Ultimate Big Chill-The upgraded Big Chill/Ultimate Big Chill is green and purple. He is covered in spikes and his wings are bigger and at the end of his folded wing cloak is a tail shaped part indicating Big Chill can now be underwater for a long time.

Diamondhead-The crystals are now glowing green and he has a circle core and cracks coming out the side of the matrix symbol and energy vine like things wrap around him and he has black crystals up the front of his arms and legs that all grow automatic shields when attacked.

XLR8-He is know in a pattern of red and blue with a devil like wing shaped visor and he has a longer tail with a bigger part at the end, making him look very demon like. The balls on his feet are not longer there, replacing them with little hover pads, making it even easier to travel and faster.

Rath-Rath is now a very dark shade of orange and has even more stripes. He also has a mane, like most lions do, but representing he is superior. He also has 3 claws on each hand and sharp claws on his feet. He is now fast, stronger, and more agile.

Echo Echo/Ultimate Echo Echo- His upgraded form is a humanoid with a black and yellow curcuit board pattern and stereos amps on his arms and legs. He also has an amp that is on his chest, right under the matrix symbol. He also now has wire tendrils on his back that release a giant shockwave and he can use them to lift himself and crawl.

Upgrade- Upgrade now has a more masculine form and the lines on his body light up. Upgrade can also now kind of be like goop and turn into a puddle. His vision was also improved and the inner part of the circle is red. The black part of him is now darker and the green part of him is more neon.

Cannonbolt-Cannonbolt's colors are now dark blue in the circles and he himself is black. Know when he turned into a ball it's like a mix of an armodillo and a porcupine. His pads are now indestructable, making it easier for him to knock things down in thing form. He also has more control over where he goes, even if redirected by a beam or such.

Heatblast-Heatblast can now switch between the forms of regular Heatblast and the Heatblast with a cold. He too is more masculine and he is a bit taller. He can now make big fireballs with the blink of an eye. He also can now control what he sets ablaze, for example if he wanted to, he could pick up a book and it wouldn't set on fire.

Waybig-Waybig is even bigger to start with and his color are more dark, making him maroon and dark grey. He also now has giant chain binding on his wrists which can easily be used as wrecking balls. He can grow even bigger than usual and now his cosmic ray is a dark, navy blue that shoots atomic acid particles, which starts burning or disenegrating, or only destorying one thing, depending on the amount

Clockwork-Clockwork is now covered in little metalwork pieces which can be used like ninja stars. Clockwork is also skinnier and more agile, making it easier for him run away from combat. His hands now have guns above and under his hands. Now Clockwork can just teleport normally.

Alien X-Alien X, pretty much looks the same, bigger horns now a few planets and black holes can be seen in his body. He still has Bellicus and Serena, but they are easier to bargain with. Alien X also has little orbs sitting in the palms of his hands, used to make the chosen option made and unchangable.

Script/Movie Time[]

The screen fades into a white screen. Soon, Paradox walks in with Azmuth.

"Hello, I am Paradox and this is Azmuth." Paradox said and waved.

"Can you just tell them why we're here." said Azmuth.

"Fine, my impaitent ally." Paradox said.

"This is the Omni-Battle, we have been expelled here because we were thought to interfere or help Ben win in the end, so this is the story about when enemies become friends, friends betray eachother, and good always trimuphs in the end.......... usually, I have already been through this and I know what happens so you are welcome to find out what happens yourself, Enjoy." He motioned his hands away from the came and the camera shot jolted to Earth. It closed in on Ben's house and showed his house. It was night time, around maybe 8:00 P.M.. It faded into the house and showed Ben on the couch. Gwen and Kevin entered the room.

"I'm telling you Kevin, I saw him." Gwen said and went over to the couch to sit down.

"No, it's not possible he can't be back." Kevin said and followed her to the couch, then stood in front of her.

"KEVIN! I SAW HIM!" Gwen yelled and she seemed serious.

"Gwen, maybe we should take you to the doctors......" Kevin got cut off.

"KEVIN! LISTEN TO ME, IT WAS HIM!" Gwen yelled in his face.

"Who, exactly?" Ben asked.

"Who do you think sherlock, Vilgax!" Kevin looked over at Ben, then back at Gwen.

"And Gwen thinks she saw it?" Ben asked.

"I know I saw him." Gwen said.

"I believe you, but where exactly?" Ben asked, sounding very concerned.

"Well, yesterday, when we chased Zombozo and the Circus Freak Trio, I saw a giant green flash flying through the sky. Then I saw the body, I thought he was coming for us, but after I saw the green body, Zombozo and the Circus Freak Trio went missing. Don't you get it? He's teaming up with them." Gwen said, all with only two breathes.

"Why would Vilgax need to team up with other people, isn't he llike all powerful of something." Kevin said.

"Well, if he left into the other dimension then came back, wouldn't he be pretty drained?" Ben said.

"I guess so." Gwen said. There was a very small moment with no one talking. Ben had a sudden moment of thought.

"What about Ascalon? What about those gadgets he had before, if he gets those, he's going to regain his former power and kill us." Ben said. They suddenly froze.

"We have to go find them and hide Ascalon." Gwen said and looked down at her hands. The house started shaking violently and pictures fell of shelfs and pots from racks. They all got up and ran down the hallway and out the front door. There was a ship landing in the middle of their yard. The people of Bellwood got used to this after the 500th time an alien tried to destory humans and planet Earth and all. Ben ran out to the ship and stared at it, cautiously followed by both Gwen and Kevin.

"What the........." Ben said and the ship door shot up and smoke errupted from the ship. A shadowed figure stood their and suddenly the shadow got smaller and smaller, then finally the smoke cleared out and...

"Azmuth?" Ben said. After a bunch of coughing, there was an answer.

"Yes, it is me, Tennyson." Azmuth said and coughed more. They walked inside Ben's house and Azmuth sat on the table and Ben and co. on the couch.

"As you can see, I am not in the best condition." Azmuth said. There was a full body shot of Azmuth and he was very pale and his whisker like things were very low.

"I am here about the Ultimatrix." Azmuth said and broke out into a loud cough again.

"I have an upgrade for the Ultimatrix........" Azmuth was cut off by excited Ben.

"UPGRADE, YES!" Ben yelled.

"But......" Azmuth said.

"But what?" Ben said and Kevin giggled a little.

"It is only a prototype and I cannot test it on the Ultimatrix yet because if it has a bug, a virus will take over the Ultimatrix, causing it to become a useless fashion accesory." Azmuth said. Ben's facial expression showed he wasn't as excited as he was before.

"But, I am currently testing it on a the Testmatrix." Azmuth said.

"What's the Testmatrix? Ben asked.

"It is a matrix like the Omnitrix and Ultimatrix, but is just used for testing." Azmuth said.

"If you could provide me shelter in possibly your backyard in somewhere safe, so no one steals my ship, that would be wonderful." Azmuth said trying to smile, but still looked in pain.

"Sure, we have a shack in the......" Ben was cut off.

"Excellent, I shall move it ammediatly." Azmuth said.

"But it's not big enough for that giant ship!" Ben said.

"It can shrink........" Azmuth said. Within five minutes, Azmuth came back, yet through those five minutes, no one talked.

"Azmuth," Ben said.

"Yes, Ben Tennyson?" Azmuth asked, looking at wax fruit and rubbing his invisible beard.

"Two questions, one do you have Ascalon and can you help us locate Vilgax's past weapons." Ben said.

"Well, Ascalon is in a place not even Vilgax could pass and finding that weaponry is easy as finding an super miniscule hydrolic atom in an apple." Azmuth said and Ben sat there, not knowing what he meant.

"So that's a yes?" Ben asked.

"That is a yes, Ben Tennyson." Azmuth said and leaped off the table and onto the ground.

"But, I will have my scanner up tomorrow morning, and we can find that gadgetry, Good Night Ben Tennyson." Azmuth walked out of the house and into the shed.

"So, this is turning out well don't you think?" Kevin said and lounged back in the chair.

"No it isn't Kevin," Gwen said and hit him in the stoumach.

"If Vilgax is out there, and trust me we know Vilgax, he is definetly up to no good." Gwen finished. Ben looked at his the Ultimatrix and scrolled through his playlist.

"I'm going to bed." Ben said and got up, while still scrolling through his playlist. No one questioned him and he went upstairs. The screen fades to when it is later at night and shows Kevin and Gwen asleep on the couch. The T.V. is still on and it's the news.

"Incoming news, there have been reports of a giant green squid man flying through the sky with actual video proof." The anchorman said and a little video played in the top right corner then filled the whole screen. It showed Vilgax flying through the sky with scraps of armor on him.


Ben ran downstairs and Gwen and Kevin were still on the couch, fast alseep. Ben stopped right in the hallway doorway and stood and though. Ben looked down and smiled. He hit the Ultimatrix and turned into Echo Echo. He ran into the backyard and looked through the door. He let out a little scream and both Gwen and Kevin woke with a started. Kevin's face is shown and it turns red.

"YOU'RE GONNA DIE TENNYSON!" Kevin yelled and grabbed a fork from the counter. He absorbed the metal and ran out to the backyard. For a few more seconds, Kevin chased Ben until Azmuth came out of the shed.

"Stop fooling around." He said. "You juvenile humans." Azmuth whispered.

"Did you get the scanner ready?" Ben said and detransformed.

"Yes, I will bring out the ship." Azmuth said and went back into the shed. He pulled out his ship that was now big enough for probably about ten galvans. He pressed a button and the ship then took up almost the whole backyard. Ben, Gwen, Kevin, and Azmuth loaded onto the ship. They scanned over the ocean where the weapons had been lost at.

"Okay, I'm gonna go down there and have a personal look." Ben said and transformed.

"RIPJAWS!" He yelled and the landing boarder/exiter opened. He flopped out and into the ocean. The screen followed Ben into the water and showed him. Ben started swimming and it took the back view of Ben's swimming. Many fish were seen passing Ben and finally he saw a a glint of gold. He dived down and reached the glint to reveal that it was just a dollar coin. Ben picked it up and kept looking around. After a while, Ben came up and frowned. He shook his head at the overhead ship and it lowered. He crawled onto the load/exiter and detransformed as it closed.

"Where could they have gone?" Ben said, spitting up a little water.

"What if...." Gwen said,

"No way." Kevin said.

"Kevin, we don't know the time that he came back.: Gwen said.

"Yeah, Gwen, but from what you saw-" Kevin said, but got cut off.

"Yeah, I know what I saw, but what if he has been keeping them somewhere. Maybe, just maybe, Psyphon took them and has been keeping them away, waiting for Vilgax to return." Gwen said.

"That is a possibility, I just hope you are wrong." Azmuth said as he steered the ship. There was a silence in the ship. Azmuth drove them back to Ben's house. When they came back, they saw Julie at the front door with ship. Azmuth landed in the back yard and Julie saw it landing and Ben waved fromt he loader/exiter. She waved back and waited for someone to come to the door. Gwen opened the door and Julie walked in.

"Where have you been, I've come back 4 times, this is my fifth!" Julie said, directed at Ben.

"Julie, it's Vilgax, he's back." Ben said and Julie's temper went down. She stared at Ben.

"Ben, I'm sorry I didn-" Julie said and Ben stopped her.

"Julie it's fine." Ben sighed. She sat down next to Ben and patted his back. He bent his head forward and put his hand over his face.

"Whenever Vilgax comes along, there is usually a war in the end, I know there will be." Ben said, his voice muffled. Ben was right. Everyone remebered that Vilgax coming along would mean a huge battle would come, maybe not a war, but a battle. Julie stood up.

"If you do get to a battle, good luck Ben, I have to go to my tennis tournament." Julie said and kissed Ben's check. She walked out of the room and you could hear the door gently shutting. Ben unclamped his hands, revealing his face.

"Well we have to start grouping." Ben said.

"Grouping?" Kevin asked.

"Yeah, ya know, like get a team together, to destory Vilgax....... again." Ben said.

"Ohhhhhhhh." Kevin said.