Ben 10 Fan Fiction Wiki
Ben 10 Fan Fiction Wiki

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In this sequel to Ben 10/Generator Rex: Heroes United, Ben and Rex must return and team up once more to fight a new enemy that has the power to destroy both universes. They must face Graon, the Destroyer of Worlds as well as his follower Umbra and another enemy familiar to Rex...


JULY 9, 2013 8:10 AM

[New York City. It's a new day as its citizens walk the streets. The sun shining, the rivers crashing on the sides. A plane flies by as the camera moves over to a man walking down 53rd Wall Street. He's wearing a black suit while holding a suitcase containing the words " PROJECT G ". He walks towards a black car and the window opens. Inside is a man wearing a green suit with black sunglasses. ][n 1][n 2]

[Man]: The Sun is very bright today, isn't it?

[Second Man]: Yes, and the sky is always blue.

[The door opens and the first man gets in. He then smiles. ]

[Man]: Agent Six, I presume?

[Agent Six]: Agent Roman. This is the case containing information on Project G?

[Agent Roman]: Yes, indeed. Project G is a very top secret sensitive case. Only the top scientists in Tokyo, the best professors from London, and the top senators and generals from Washington know about this.

[Agent Six]: Yes, and Providence wants to work on this because of its... possible applications.

[Agent Roman]: You can have the case, but I have to warn you about something.

[Agent Six]: That you're planning to kill me at this very moment?

[Agent Roman]: How did you....

[Agent Six]: I'm good like that.

[Agent Six presses a button popping off the top of the car. He jumps up and takes out his dual katanas, blocking the bullets coming from the criminals surrounding the car. The nearby citizens scream as a Providence ship arrives. Rex jumps out of the ship and transforms his hands into the Smack Hands and knocks all the criminals down. Six takes the other side and knocks the guns out of them before kicking the criminals. When they're all down, he sees Rex smiling. ]

[Agent Six]: Happy?

[Rex]: Oh yeah!

[Six grabs Agent Roman by the hand and lifts him up. ]

[Agent Six]: Where were we?

[Suddenly, the skies turn orange as a giant rift appears. Orange lightning appears and starts striking buildings. ] 

[Rex]: This seems kinda familiar...

[The clouds swirl around in a violent fashion as Agent Roman attempts to escape. Agent Six runs after him and slashes his arm, as Roman falls to the ground. Six grabs Roman by the cut arm and lifts him up, dragging him back to the car where Rex looks in awe. ] 

[Agent Six]: You forgot, didn't you?

[Rex]: Forget what?

[Agent Six]: You must have forgotten when you went in your full E.V.O. form when we fighted the Consortium.  About a year ago, a strange event occured in the same location we are right now. A rift, just like this appeared out of nowhere. It was a portal where two people came out. One was the Alpha Nanite, created by Caesar. The other was a boy, just like you. Only he had no nanites. 

[Rex]: You... you were injured, right? 

[Agent Six]: Yes. 

[Rex looks at the rift as it continues to grow. Roman looks in shock as more lightning strikes nearby. Suddenly, Rex winches as he remembers the events of the past. A boy with a green jacket, a brown dinosaur, a red nanite thing, and Rex in a strange, alien like suit. Suddenly, he remembers. ] 

[Rex]: I remember now! But that means... 

[Suddenly, a figure flies out of the portal and looks around. He then shoots lightning in the sky and uses it to fly away from Manhattan. Another figure appears out of the portal and looks around as well. He then finds Rex and Six, and heads down. Agent Six looks concerned, Roman is scared out of his mind, and Rex is in shock as the man transforms back to his normal self. 

[Rex]: It's... you.

[As the rift begins to fade, he steps out of the shadows. ]

[Ben]: Yeah, I'm kinda back. We um... need to talk.

[Special Theme Song]

JULY 9, 2013 8:15 AM

[Rex]: So.... uhhhh... what's up?

[Ben]: We need to talk, Rex. This is about both worlds. 

[Roman]: Can someone please just fill me in?

[Six]: I'll take Roman to Providence prision, along with his goons. Rex, you and... him go to Providence Tower. 

[Ben]: Wait, you got a tower now? Not that trashy dam? 

[Rex]: What? It wasn't trashy. 

[Ben]: Alright, alright. Though I haven't seen anything that good looking lately. 

[It cuts to a view of Providence Tower. It's a giant tower over the streets of New York, next to the MetLife building.  It stretches upwards having a huge base, then stretching to reveal a giant tall tower with a loop around it, a giant hallway to walk around the entire city. Two Providence trucks come out of the gargage and drive by as Ben looks in shock. ] 

[Ben]: Whoa. This is better then Billions Tower!

[Rex]: Billions Tower? Did it cost billions to make? 

[The two laugh for a minute before walking into the tower. A ship enters through the entrance and goes to the underground hangars, as Rex and Ben enter an elevator. They exit after reaching the second floor. As they walk into the halls, they pass by Providence guards. Ben and Rex are walking around as Rex takes out a ball and juggles with it. They enter a lab with multiple scientists in there. Doctor Rhodes and Pete Volkov are conversing with another scientist, a woman wearing a white lab coat, an orange turtle-necked top, a gray skirt, and black knee-high boots. ] 

[Volkov]: This is madness. I've looked at this thing. It's completely beyond anything you realize!

[Rhodes]: I agree with Pete on this one. We work well together, but the United Kingdom is pushing its influence. I have M16 on my back every day wanting to monitor the Project. 

[Volkov]: Besides, I thought Providence was suppost to be shut down?

[Woman]: It was, but we were able to convince the United Nations to keep us open so we could fight groups and people that they couldn't handle. And as for Project G... we got permission from the Sect. General of the United Nations. So please, if you would leave I have work to do. 

[Volkov]: Fine, Holiday. But I'm warning you. I don't like that thing in the tube. It looks... it feels... very ancient. Very powerful. Very... evil. 

[Volkov and Rhodes leave the room as Doctor Holiday looks over. ] 

[Holiday]: Rex, I was just about to look for yo- wait a second. It's you. The alien transforming kid. 

[Ben]: Yep, I'm back and better then ever. 

[Holiday]: This should be fun. 

[Rex]: Look, we need to talk. Where's White Knight? Caesar? Bobo?

[Holiday]: Bobo is being tested on. Caesar is busy at Providence Headquarters and White Knight... 

[A screen comes on and shows the White Knight, clearly not pleased.]

[White Knight]: I'm listening. 

[Rex]: Sure... 

[White Knight]: I'm listening intently. 

JULY 9, 2013 8:15 AM

 [The camera zooms up to the castle in Abysus. In the throne room, Van Kleiss sits down as Biowulf, Breach, I-Bol, and Skalamader look at him in worship. Van Kleiss looks at I-Bol, who is showing Providence's recent fame after the curing of all EVOs. He slams his fist on his throne which makes I-Bol stop. ] 

[Van Kleiss]: How dare they refuse godhood. I could have been a god, had it been not for Rex. 

[Biowulf]: Master, what shall we do now? 

[Van Kleiss]: Nothing, Biowulf. There is nothing left to do. Providence has won, and we're left to pick up the pieces.  This is the end of Abysus and the Pack. 

[Skalamader]: This is great. Just ... great. 

[I-Bol]: Incoming transmission... 

[I-Bol's screen transforms into a screen showing Six, Rex, and Agent Roman during the initial fight scene. I-Bol goes through multiple images, until a picture of a suitcase named " Project: G " shows up. This sparks Van Kleiss's interest. ] 

[Van Kleiss]: This is interesting. Project: G... hmm? 

[Biowulf]: Sir?

[Van Kleiss]: My... friends. I may not have become a god, but that doesn't mean we can work to rule the world? Plus, there may be more then one way to godhood, after all. But first, let us start with this project. With it, we may learn a way to use it and defeat Rex once and for all. 

[I-Bol then cuts to a picture of Rex as Van Kleiss laughs and walks away. ] 

Undertown - BTU
JULY 8TH, 2013 8:10 AM

[The scene cuts to Undertown as alien life goes on. Rook and Ben are walking around a part of the market. ] [n 3]

[Rook]: I do not understand. What is baseball? Is it a ball at the Plumbers base?

[Ben]: No, I'll show it to you sometime.

[They continue to walk around till they reach a group of aliens standing around. They're all chattering as they hear a voice. ] 

[Voice]: Greetings my fellow friends! I have a gift for you today. 

[Alien]: Get down you freak!

[Alien #2]: We don't care! Let us move!

[Ben]: What's going on?

[Ben and Rook go through the crowd till they see a ship blocking the way. Outside the ship is a man in a black and red cloak with red skin. He laughs as he raises his hands. ] 

[Cloaked Man]: My name is Umbra, but you may know me as the one who shall save you all. I preach in the name of the saver of worlds, Graon!

[Rook]: Graon? Do you know this Graon?

[Ben]: Never heard of him. 

[Rook]: We should listen. 

[Umbra]: Graon is a god! He shall return to this world, and bring peace to the universe! No more Incurseans or flithy criminals. We will remove all the darkness and bring about a new world!

[The crowd cheers at this, as Ben looks suspiciously. ] 

[Umbra]: Follow me on this ship, and we'll go and save others. We will preach in the name of Graon until he returns!

[Most of the crowd follows Umbra into the ship before it flies towards another part of Undertown. ] 

[Ben]: Well that was interesting. 

[Rook]: We should investigate. 

Plumbers Headquarters - BTU
JULY 8TH, 2013 9:10 AM

[The camera cuts to Plumbers Headquarters in Bellwood. The elevator opens and the two Plumbers exit. Max is talking to Plumber Jerry. Jerry runs off as Max sees Ben and Rook. ] 

[Max]: Ah Ben, I was looking for you. I've got a mission for you and Rook.

[Ben]: Not now Grandpa. What do you know about Graon?

[Max]: Graon? Actually that's the mission I was going to give you. I want you and Rook to learn about this new cult in Undertown. Cults like the Flame Keepers' Circle and others can be dangerous. Very dangerous. 

[Rook]: Their leader is a man named Umbra. He is a preacher praising Graon. 

[Max turns around and starts typing on the computer while Ben and Rook walk forward. ] 

[Max]: Graon is a mysterious Twilton deity. According to ancient texts, Graon was said to be the son of an ancient king who was called the Creator of the Twilton. Its said that Graon soon destroyed a living star which became a black hole. Instead of the black hole killing him, he absorbed its power and transformed into a powerful figure that could only destroy. 

[Ben]: So this Graon figure. He isn't a saver. He's a destroyer. 

[Rook]: A destroyer of worlds. 

[Max]: But that's so long ago, no one but except the Plumbers, Azmuth, maybe even Paradox might know.  Umbra either knows the truth and is lying, or he's the one who has been lied to. 

[Rook]: What ever happened to this Graon?

[Max]: No one knows. That's the scary part though.  If Umbra intends to free Graon, or claim that he is Graon, he might cause a drastic disturbance. A riot even. 

[Ben]: Then let's get started on our search. 

[It cuts to Ben questioning different people in Undertown as Four Arms, in Bellwood as Heatblast, and other different locations. Finally, Ben detransforms from Diamondhead and Rook sit down next to a table, tired. ] 

Plumbers Headquarters - BTU
JULY 8TH, 2013 10:10 PM

[Ben]: I give up now. Grandpa, we've looked everywhere.

[Ben's stomach growls and Ben looks in hunger.]

[Ben]: And I've barely eaten since that sandwich I ate this morning. 

[Max]: Have some octopus stew. 

[Max slides over a bowl full of hot fresh stew with a tentacle in it. Ben looks at it and moves it over to Rook. ] 

[Ben]: Actually, I'm not hungry anymore. Rook, you have it. 

[Rook]: Thank you, Ben dude. 

[Rook grabs the bowl and lifts it to his mouth where he swallows it whole. Ben gags before Max walks over and sits down. ] 

[Max]: Good grub, right Rook?

[Rook]: Yes, Magister Tennyson. 

[Max]: So what now, Ben?

[Ben]: There's only one thing left to do. 

[It then cuts to Umbra's face, scared.]

Umbra's Ship - BTU
JULY 9TH, 2013 8:00 AM

[Umbra]: I'm innocent, I tell you!

[Ben]: Yeah, Umbra? Well I don't think so. Where's your followers?

[Umbra]: Graon's followers are preaching to the world. They're in the far parts of Undertown as we speak. 

[Rook]: If you are innoccent, then let us look at your ship. 

[Umbra]: I can not. I have rights you know!

[Ben slaps his watch and transforms into Rath. ] 


[Umbra presses a button and the door opens. Rath and Rook enter the ship as a scared Umbra follows. They look around for anything suspicious. Rook types into the computer system and looks at the history while Rath moves stuff around. ] 


[Rook finishes looking at the computer and turns to Ben. ] 

[Rook]: Nothing suspicious was found. 

[Rath trips over a wire and falls to a wall, where it opens up automatically. Rath detransforms back into Ben and Rook helps him up. They find a strange machine in there, and Ben smiles. ] 

[Ben]: Innocent, hmm Umbra?

[Umbra looks at shock, and then his face turns shallow.]

[Umbra]: You've found my universal teleporter. With it, I can open a portal to any location in the universe, or I can turn it to its second mode, and open a portal to another universe or dimension.

[Ben]: Why do you need it?

[Umbra]: I intend to travel to the far reaches of space, where I can find my master, Graon. He speaks to me, telling me that I am near. 

[Rook]: Speaks to you? How?

[Ben]: Nevermind Rook, he's mad. 

[Umbra]: Maybe. But I will find Graon and he will destroy you all for trying to stop me. 

[Umbra presses a button and the machine turns on. He creates fireballs and shoots at Rook and Ben, making them jump. Rook takes out the Proto-Tool while Ben transforms into Crashhopper. ]

[Crashhopper]: You're so going down, Umbra.

[Crashhopper jumps up and hits the roof, before falling down and timing out. Ben gets up, hurt while Rook shoots at Umbra. Umbra blocks the blasts and shoots a fireball at Rook, who dodges. ] 

[Rook]: Ben!

[Ben]: Come on Omnitrix... surprise me.

[Ben slams the Omnitrix, and transforms into Kickin Hawk. Kickin Hawk attacks Umbra with his foot, but Umbra grabs him and throws him to the wall. Umbra clicks a button that sends a loud screeching noise across the ship, and Undertown. Kickin Hawk caws as he covers his ears and Rook gets to his knees. The noise ends and 5 aliens walk onto the ship, and get ready to fight. ]

[Kickin Hawk]: This should be fun. 

[Rook shoots at the aliens while Kickin Hawk knocks one down, and throws another one. Meanwhile, Umbra walks over to the machine and starts putting numbers in it. ] 

[Umbra]: Insert Code. Code 00100010. Access Project REX. Second Code R010E010X. 

[The machine shakes as an orange portal forms. Umbra smiles before hearing a man taken down. He turns around to find Ben as Kickin Hawk and Rook putting cuffs on one of the followers. Umbra, enraged, creates two fireballs. ] 

[Umbra]: I will stop you. In the name of Graon! [Umbra shoots the fireballs at Rook, who dodges and shoots a net at Umbra. Umbra burns it and shoots at the roof, which collapses on Rook. Kickin Hawk runs at Umbra as the two fight each other. Suddenly, Umbra grabs the Omnitrix symbol and transforms him back to Ben. ] 

[Ben]: What the...?

[Umbra]: sih uoy ekam dna thgil eht uoy wohs noarG yaM .kram sih uoy evig I ,noarG fo rewop eht htiW.

[Suddenly a black mark appears on his arm. Ben kicks Umbra into the portal where he disappears. Ben, shocked helps Rook escape the rubble. ] 

[Rook]: Where is Umbra?

[Ben]: He went into the portal. You alright?

[Rook]: Yes, Ben dude. Go after him. I will follow if I can. 

[Ben]: Alright. 

[Ben runs into the portal, before it closes. It then cuts to Ben in the present, with Rex, Holiday, White Knight (on a screen) as well as Bobo Haha who joined in the middle of Ben's story. ] 

JULY 9, 2013 9:30 AM

[Ben]: And That's the story of how I got here. 

[Bobo Haha]: Sounds like so much fun. 

[White Knight]: So you followed Umbra to this universe, and he wants to unleash this Graon from your universe. 

[Ben]: Exactly. It just so happens that this is the universe with Rex in it. 

[Rex]: Is that a good thing, or a bad thing?

[White Knight]: We'll help you find this Umbra but afterwards, its up to you to head back to your own world. 

[Holiday]: Well it seems that'll be easier then you think. 

[Rex]: Why's that?

[Holiday clicks a button and shows the news. Diane Farrah is on the news. ] 

[Diane]: I'm Diane Farrah, reporting live in Washington D.C. Outside the White House, protesters are demanding the United States make a new religion based on a god named Graon to become the offical religion for the country. One of these members is their preacher and leader, Umbra who has a strange skin disease that discolors his skin. There is no cure or treatment. 

[It then cuts to Umbra, shouting. ] 

[Umbra]: We have a destiny! A destiny with Graon - the Saver of Worlds!

[Diane]: One can only hope this group does not prove to be violent. 

[Rex]: Wow, that was easy. 

[Ben]: I'm going after him. 

[Rex]: Whoa Whoa Whoa. I'm coming with you, amigo. 

[Ben]: Alright. It'll be like old times, right?

[Rex]: Yep. 

[Rex and Ben run down the hall towards the exit. Rex builds the Boogie Pack and flies away while Ben slams the Omnitrix and transforms into Astrodactyl. He flies upwards and the two heroes head towards Washington D.C.]

JULY 9, 2013 1:30 PM

[An angry group of people is shouting outside of the White House. They lift posters and are shouting at people. ] 

[Man]: Graon! Graon! Graon!

[Umbra]: Long live Graon! He is our savior! He shall bring peace to the universe, he shall calm all your minds, he shall save the entire Earth from all its evils!

[Suddenly, Astrodactyl lands in front of Umbra and detransforms. ] 

[Ben]: I found you Umbra. You're coming with me. 

[Umbra]: Ben Tennyson. I followed me here. No matter. Graon will rise. 

[Rex also arrives and creates the Funchucks. ] 

[Umbra]: Oh and there's yet another hero. Great. 

[Ben slaps the Omnitrix and transforms into Shocksquatch. He claps his hands and smiles. Shocksquatch shoots an electic beam at Umbra, who jumps up and shoots lightning at him. Supporters attack Rex, who fights with his funchucks, knocking them down. 6 of them jump up, dressed like ninjas and having swords. They fight Rex as he knocks them all down. Meanwhile, the two lightning users are fighting when Umbra jumps up and shoots fireballs at him. Suddenly, a providence ship appears and Six jumps down. He takes out his dual katanas and starts to fight the ninjas with Rex. ] 

[Agent Six]: Busy?

[Rex]: Six, what are you doing here?

[Agent Six]: Holiday brought me up to speed. I got a data chip containing the infomation from the project. Project: G stands for Project: Graon. 

[Rex]: They're connected. 

[Suddenly, Rex is punched by a ninja before he knocks the ninja down. Meanwhile, Umbra shoots fireballs at Shocksquatch and kicks him down. Then, he detransforms back into Ben and is kicked to the gate boarding the White House. ] 

[Ben]: Seriously Omnitrix? Seriously?

[Umbra smiles when all of a sudden, Ben runs up and punches Umbra in the face, knocking him to the ground. ] 

[Ben]: For good measure. 

[The Keep appears in the skies, and Providence soldiers arrive, making the group leave the area. Ben falls to the ground, his vision blurly. Suddenly, his vision clouds into a dark realm, where there are two red eyes looking at him.] 

[Voice]: I am Graon. Destroyer of All Worlds. 

[Ben]: Where am I?

[Graon]: You are in your mind. I'm merely contacting you.

[Ben]: That mark. It brought you to me. 

[Graon]: Yes, and I want you to free me. Free me Benjamin... 

[Ben]: Never...

[Graon]: So be it. 

[Ben's vision returns to normal as he gets up and drags Umbra towards Rex and Six, where the fighting has stopped.] 

[Umbra]: My master wants you, Ben Tennyson. You'd be wise to listen to him. 

[Ben]: In his dreams. 

[Rex]: Now that we got Umbra, we need to figure out what Project: G is doing...

[Suddenly, a red portal open and dirt shoots out, spreading everywhere. After a while, it stops. As everyone opens their eyes, they realize what it is as Rex looks in horror. ]

[Rex]: Oh no... not him...

[Suddenly, a man, a wolf, and a lizard step out of the portal. The Man has a gold glove on one of his arms, black and white hair and is smiling. ] 

[Van Kleiss]: Good to see you Rex. 

[Commerical Break]

[Van Kleiss]: It's a long time, eh Rex. 

[Rex]: Van Kleiss. 

[Ben]: Rex uh.. who's that?

[Rex]: Someone I was hoping you'd never meet. 

[Ben then sees Biowulf and Skalamader looking at them.] 

[Ben]: Wait, I remember those two! From when they tried to take the Promethium! [n 4]

[Van Kleiss]: It appears you have a friend Rex.

[Biowulf]: Master, this is the same hero we told you about from that other dimension.

[Van Kleiss]: Clearly. Providence, you have two choices. You can give us the chip Agent Six has on Project G, or you can die trying.

[Rex]: How'd you know? Six just told me.

[Van Kleiss]: Actually, I guessed he did. Now you've confirmed to me that he indeed does one have one. Boys, go get it for me.

[Biowulf and Skalamander charge at the heroes. Ben transforms into Diamondhead and attacks Skalamander. The two fight, moving around as they shoot crystals at each other. Ben jumps at Skalamander and pushes him for an edge, before moving his head in disgust. ] 

[Diamondhead]: Seriously, get a napkin and clean up your face. Oh and have a mint. Your breath stinks really bad. 

[Skalamander pushes Diamondhead backwards, knocking him to a pole while Six and Biowulf clash. Biowulf's razor claws clash with Six's swords, as Six jumps upwards and nearly strikes Biowulf. Biowulf however dodges and roundhouse kicks Six to the ground, laughing. The chip falls from Agent Six's pocket and lands near Van Kleiss. Rex transforms his hand into the Big Fat Sword and uses it to slash at Van Kleiss, who walks slowly away while dodging the hits. ] 

[Van Kleiss]: Poor, poor Rex. After all this time, not any better in fighting. 

[Rex]: Van Kleiss, I'ma kick your butt. 

[Rex transforms the Sword into the Blast Caster and strikes his giant whip in front of Van Kleiss. Van Kleiss smiles at this, and jumps up, before landing behind Rex. Rex turns around as Van Kleiss punches him hard, before noticing the chip. He grabs the chip as Rex charges with the Battle Saw, but he grabs Rex's arm and smiles. ] 

[Van Kleiss]: You will never learn, will you?

[Rex looks down his jacket to see a small bomb on it. Rex gets scared, trying to lift the bomb off when he takes it off and transforms his arms to Slam Cannon. He throws the jacket to the ground as the Slam Cannon grabs it and shoots it towards the Potomac River. The Jacket lands, just as the bomb goes off. ] 

[Rex]: That ... was... my jacket!

[Van Kleiss]: Boys, let's leave. We have what we want. 

[Biowulf walks over as Skalamander knocks Diamondhead to the side and runs to his master. Rex looks as Breach appears and pulls the 3 of them into the portal. The portal then disappears as Diamondhead transforms back to normal. ]

[Rex]: Great. Now Van Kleiss has the chip. 

[Agent Six, getting back up]: And Project G is related to Graon. 

[Ben]: Look guys. Umbra's gone. Most lilkely fled doing our fight. 

[Rex]: And I lost my jacket!

[Agent Six]: I'll get you a new one. Let's head to Providence Headquarters. White Knight will want to know in person. 

[The three of them start heading back towards the Keep, which landed nearby next to the Washington Monument, when all of a sudden, an explosion rocks 1600 Pennyslvania Avenue. They turn around to see a huge explosion hit the White house, before multiple explosions rock the White House. As it goes down in smoke, it collaspes killing anyone who might have been in there. The Ash goes up into the sky as Rex, Ben, and Six look in horror. ] 

[Rex]: Was..

[Agent Six]: No. He's in London right now. And the Vice President is at Embassy Row. 

[Rex]: Oh my gosh...

JULY 9, 2013 7:30 PM

[It cuts to White Knight, Agent Six, Ben, Rex, and Holiday. ]  [White Knight]: So Umbra has a riot occur outside the White House, then Van Kleiss and his dogs come in and take the chip, before Umbra blows the White House up?

[Agent Six]: Yes. That's exactly what happeneed. 

[Ben]: The Chip is um.. what's his name again?

[Rex and White Knight]: Van Kleiss. 

[Ben]: The chip is his, but you guys got the file you told me about, right?

[Rex]: Yeah. We still have that right?

[Holiday]: I've been studying the files and there was a code. I'm decrypting it right now as we speak.  [White Knight]: In the meanwhile,  we need to find where Umbra is and where Project G is. 

[Voice]: But you'll be wanting to know more about Graon, won't you?

[Everyone looks around to see a man with black hair and a white coat on. He smiles and sees Ben. ] 

[Voice]: Hello, Benjamin. 

[Ben]: Paradox?

[Rex]: Who is this?

[Agent Six]: How'd he get-

[Paradox]: Here?

[Paradox is suddenly behind White Knight, shocking all but Ben. ] 

[Holiday]: How'd you... that fast?

[Paradox]: I'm a time traveler! That's how. Gumballs anyone? 

[Agent Six]: Uh... no thanks. 

[Suddenly, a grey alien jumps out of Paradox's pocket and another portal opens up. An alien walks out with blue armor and lavender-colored fur, black and white markings on his face, and pointed ears. ] 

[Rook]: Ben, who are all these people? Have you captured Umbra? 

[Ben]: Rook? Azmuth? 

[Azmuth]: Gotten in any trouble, recently?


[Ben]: Friends, allies, etc. Too hard to explain. 

[Paradox]: Azmuth, would you like a gumball?

[Azmuth]: For the 100th time Paradox, I do not! We just need to tell them the story. 

[Rex]: What story?

[Azmuth]: The Story of Graon of course. 

[Holiday]: I think we all have time to listen. 

[Azmuth]: Good. Now listen well, for this may be very important to stopping him. Thousands of years ago, in my universe, there was a planet full of aliens named the Twilton. According to ancient texts, Graon was a powerful deity. Very mysterious, very unknown. He was the son of an ancient king. His name was Umbra - just like the follower. Umbra was said to be the Creator of the Twilton. When Graon was young, he lived a normal life. However, he accidently destroyed a living star, a star that became a black hole. The black hole, instead of killing him gave him strength, most likely because of his blood, and body structure. Graon absorbed the power and transformed  into a powerful figure that could only destroy. 

[Paradox]: He returned to Twilton, and fought againest his father. He cut up Umbra into pieces and destroyed the homeworld. But his thrist for power could not stop. He destroyed another planet. Another and another planet. It was not till a mysterious hero defeated and imprisioned Graon. Graon was imprisioned in a small tube of alien origin, and was sent off into an empty realm, where he could be imprisioned. However, the realm soon grew life and took Graon. This realm became this universe. 

[Azmuth]: Graon was imprisioned by a hero who had the power of gravity, matter and anti-matter, space-time, energy and mechanics. The Hero apparently claimed to have a 6th power. No one knows to this day what that power was. 

[Paradox]: But now Graon wants out! He's contacted Umbra , the follower of course to make him his slave, and is using him to get free. With Van Kleiss in the picture and Project: G... Graon might be able to succeed. If he does, you can kiss this universe and the next goodbye. 

[Rex]: Whoa... that sounds... like an aweosme action film. 

[Ben]: I know right. 

[Agent Six]: Rex, this is serious. We need to stop Umbra, Van Kleiss, and Graon. 

[Holiday is looking at a tablet when he jumps up in shock.]

[Holiday]: Six, I got it. We know where to go. 

[She turns the tablet around and shows the location on the map. It says HOOVER DAM as the camera cuts to Providence ships surrounding the Hoover Dam. ] 

JULY 9, 2013 7:30 PM

[The Keep flies above Hoover Dam as it cuts to Rex, Ben, Holiday, and Rook Blonko are all walking down the hall. A federal agent is waiting for them, before joining them down the hall. ] 

[Federal Agent]: Welcome Providence. We expected a more... humble appearence. However, due to the recent activites in Washington and the urgency in your message, I understand why you are here. Follow me please. 

[They continue down the hall as Scientists run down the hall with guards, carrying boxes. ]

[Holiday]: Scared? 

[Federal Agent]: After explaining your message, we issued a level one alert. All personal save for the ones extremely important to the condition of the dam and the safety of people are required to leave at this moment. 

[Rex]: I'm assuming you're one of those " extremely important " people. 

[Federal Agent]: We're almost there. 

[They reach a door sealed with the words OFF LIMIT on it. The Federal Agent presses a code into the room, and opens it. The room opens and a sudden chill hits them. ] 

[Ben]: That's one Big Chill. Wow. Big Chill... hahahaa...

[Rook]: I must admit. It is very cold in here. 

[Federal Agent]: That's the point. Look at what you want. Look at Project: G. 

[Holiday walks forward to see a tube with a black substance surrounded by ice, snow, and freezing air. ] 

[Holiday]: That's Graon?

[Ben]: How the heck did he fit into that? 

[Rook]: Are you asking me, Ben?

[Ben]: No Rook. I'm not. 

[Paradox then appears in the room. ] 

[Paradox]: Now you see Graon, the Destroyer of Worlds. 

[Voice]: Yes, I do. 

[Ben is thrown towards the wall and hits the ground. Rex looks as Umbra appears, having knocked down 2 guards. The Federal Agent takes out his pistol and shoots at him, but Umbra jumps up, lands on his head and kicks the Federal agent to the ground. ] 

[Umbra]: Master, I shall free you at last. 

[Rex]: Oh no, muchacho. You aren't going anywhere. 

[Rex builts the Punk Busters while jumping up and attempting to land on Umbra, only for him to dodge. The ground is crushed, as Umbra shoots fireballs at Holiday. Holiday gets back a crate and shoots at Umbra with a Providence Pistol, who continues to dodge. Rex attempts again only to fail once more, shaking the entire dam. The Federal Agent gets up and walks over to Holiday. ] 

[Federal Agent]: We must shut this down... I'll get the computers, you get everyone out of here. 

[Holiday]: Agreed. 

[Meanwhile, Paradox watches Rex fight Umbra and Holiday get Ben off the ground. ] 

[Paradox]: This wasn't suppost to happen at all. 

[Suddenly, a red portal appears. Van Kleiss, Biowulf, Skalamander, and Breach all appear out of a portal. ] 

[Van Kleiss]: Actually, this is suppost to happen. 

[Paradox]: Van Kleiss, remember what happened the last time you attempted Godhood. [n 5]

[Van Kleiss]: Yes, I do remember. I nearly succeeded. Now, I will succeed. 

[The Pack jumps towards the group as Paradox comes face to face with Van Kleiss. Paradox takes out a cane while Van Kleiss charges. Paradox's cane strikes Kleiss's gold hand while he kicks Paradox. Paradox disappears behind a pole and appears behind Van Kleiss. He knocks the villian down with his cane, before Kleiss jumps back up and punches Paradox. Meanwhile, Rook takes out his PROTO-Tool and shoots blasts at Biowulf, who continues to dodge. Rook then makes it a sword, and uses it to fight Biowulf, defending himself with his claws. Ben transforms into Upgrade. Upgrade shoots a green energy blast from his eye, hitting Skalamander while Holiday also shoots at Skalamander. Skalamander shoots his diamonds at Ben, only for him to transform into Chromastone. ] 

[Chromastone]: You got any energy? 

[Holiday]: I don't know.... wait. The lights, the freezing system... they got energy. 

[Chromastone]: Alright, here we go!

[Chromastone starts to absorb the nearby energy, lowering the brightness of the lights and conducting energy towards him. Suddenly, after some go off, he shoots an energy blast at Skalamander, knocking him to the ground. Rook continues to fight Biowulf before he is kicked to the wall and falls down. Chromastone hits his Omnitrix symbol and transforms into Four Arms. He grabs Biowulf, who screams. ] 

[Biowulf]: Let go of me you freak!

[Biowulf digs his claws on Four Arms, as Four Arms screams.]

[Four Arms]: I can not believe you just did that. 

[Four Arms throws Biowulf at Skalamander, knocking them both forward. Rex attacks Umbra with his Smack Hands who strikes back with his lighting while Paradox knocks Van Kleiss down. Suddenly, Breach appears, creating portals around Paradox, who looks around. ] 

[Paradox]: You know, I could travel across the mutliverse faster then you could travel from the Empire State Building to the Statue of Liberty. 

[Breach jumps out at Paradox only for Paradox to knock her down with the cane. Four Arms goes over to Paradox, before transforming back to normal. ] 

[Ben]: Paradox, what the heck!

[Paradox]: I would explain later but it appears you have other issues to attend to. 

[Suddenly, Ben hears a cry as Rex is knocked down, loosing his machine. Umbra smiles as he stops the lighting. Ben slaps the Omnitrix and becomes Heatblast, shooting at Umbra. Umbra jumps up and kicks Ben down. Meanwhile, Van Kleiss slowly gets up and grabs Paradox. ] 

[Paradox]: What the..

[Van Kleiss]: Timewalker, you won't get in my way like last time. 

[Van Kleiss kicks Paradox in the groin before taking his cane and knocking him to the wall. ] 

[Van Kleiss]: All in a day's work. 

[Van Kleiss walks over towards Holiday, who aims the gun at him, but his arm reaches out and knocks it out of her hand. She stands by as he walks over towards Umbra, Heatblast, and the tube. ] 

[Van Kleiss]: Now if you excuse me, I have a tube to take. 

[Umbra]: No, master will return. You will not stop him. 

[Heatblast]: No one is freeing Graon or taking the tube!

[Van Kleiss's arm streches toward the tube while Umbra creates a hand of lighting. Ben sees this and shoots fire at Van Kleiss's arm and Umbra, burning the two. Meanwhile, Holiday reaches for her gun, turns around and aims at Umbra. She shoots as Van Kleiss's arm is set in flames, and Umbra is sent back. The Lighting, the fireball, the hand and the bullet fire at the tube, striking it. A sudden explosion occurs, sending back everyone. Everyone except the federal agent gets up. A dark smoke appears from the tube, with a dark laugh echocing in the room. Heatblast transforms back into Ben. Suddenly, the mark on him begins to burn badly as the black smoke rises. Suddenly, two red eyes appear with some lips, and smiles. ] 

[Graon]: At last, I have returned...

[Commerical Break]

[Graon]: I have returned, and now I will fufill my destiny...

[Umbra]: Master! You have returned at last! How greatful I am. 

[Graon looks around in his dark smoky form and sees Umbra. ] 

[Graon]: What is your name, my servant?

[Umbra]: Umbra... master. 

[Graon]: Umbra.... just like my father.

[Umbra]: Yes, I took the name Umbra for you!

[Graon]: And what is it you want?

[Umbra]: Kill all I love, all I know, destroy everyone, everything in your way. But spare me and a group of people, along with some land so I may rule over them as king. And you, King of them and me as well. 

[Graon smiles at Umbra, and thinks. ] 

[Umbra]: Master?

[Graon]: You should have chose a better name...

[Graon stirkes towards Umbra, his black smoke twisting around Umbra's neck and squeezing it. ] 

[Umbra]: don't ... kil .. .me....

[Graon]: I'm sorry, but Graon answers to no demands. He will destroy everything in sight.  Espically those who take the name of my father. 

[Umbra is then shocked by an electrolectric pulse, before turning to stone and becoming ashes that fall to the ground. Graon looks around, as Van Kleiss gives a dark glare at Graon. Ben, angry starts running towards Graon while transforming into Humungosaur. ] 

[Humungosaur]: You're going to be so sorry!

[Holiday]: Ben, no!

[Rook]: Stop!

[Humungosaur hits Graon, but the smoke surrounds his arm and creeps toward the Omnitrix symbol. The black smoke hits it and turns Ben back to normal. Graon's face smiles. ] 

[Graon]: If anything, this is the one good thing Umbra did. 

[The Mark on Ben's arm glows purple as Ben gasps. Suddenly Graon lunges at Ben, and disappears. Ben shakes for a few moments before stopping, only shaking his head. Rook, Holiday, and Rex look in shock as Rook takes a step closer. ] 

[Rook]: Ben...

[Suddenly Ben turns around, glowing purple and black aura around him has his eyes become purple, and he laughs a dark laugh. Only, his shirt is now grey and black, not green and black, the green on his shoes have become black, and a darker expression is on his face. He is a Dark Ben. ] 

[Dark Ben]: I am no longer Ben Tennyson of another universe. I am now Graon, the Destroyer of Worlds! I have possessed your little hero, and now... I will find power. Power to feed me, before I take my full form. Beware.

[Dark Ben transforms into Dark Astrodactyl, shoots upwards destroying the roof before flying away from the Hoover Dam and the Keep. Meanwhile, Van Kleiss glares as Breach opens a portal. ] 

[Van Kleiss]: It appears we failed. Time to return to Abyuss. 

[Rex]: Not a chance, Kleiss!

[Rex forms the Battle Saw and Van Kleiss smiles as Breach pulls him and the Pack into the portal and closes it. Rex hits the floor, and forms the Smack Hands, before smashing the ground. ] 

[Holiday]: Rex, stop! Rex! Rex Salazar stop!!!

[Rex smashes part of the wall and stops. He then turns to Holiday, angry. ] 

[Rex]: That's just great. Umbra is dead, Graon is loose, Van Kleiss escaped... oh and yeah. A freaking dude who can transform into thousands of aliens is being possessed! 

[Rook]: We can not fight. We must confront Graon and stop him, as well as save Ben. 

[Holiday]: Rex.. you alright? 

[Rex sighs and walks towards them. ] 

[Rex]: I guess. But this means that we'll have to fight... and it might come down to stopping Ben, no matter the cost.

[At that moment, Paradox gets up, grabs his cane and smiles. ] 

[Paradox]: I know this is all doom and gloom, but are you sure none of you want a gumball?

JULY 10, 2013 04:23 AM

[n 6][The Keep travels forward across the pacific ocean, heading towards the Continental USA. Rex stands with Holiday, Agent Six, Rook, Bobo Haha and a bruised Federal Agent who has a cast around his arm. ] 

[Agent Six]: He just.... got possessed?

[Rex]: Yep. That's exactly what happened. 

[Agent Six]: And Umbra is dead?

[Rex]: Yep. 

[Agent Six]: How did this happen?

[Rook]: If I may. Ben was in a rage the moment Umbra was killed. I've never seen anything like it. I believe if we stop him, then there may be a way to stop him. 

[Federal Agent]: Ah... goo goo ga ga...

[Agent Six]: Is he on Medicine still?

[Holiday]: I gave him really strong painkillers. 

[Bobo Haha]: Really? I hadn't noticed. 

[Suddenly, a screen shows up. It's White Knight. ] 

[White Knight]: The Alien Boy went Rogue?

[Holiday]: Umbra freed Graon, then got killed by him, then Graon possessed Ben and fled the scene. 

[White Knight]: If he gets too dangerous, then you know what we'll have to do. 

[Agent Six]: Understood.  [The screen disappears and everyone looks around in an erriely silence. ] 

[Agent Six]: Set a course for Providence Tower. 

JULY 10, 2013 09:15 AM

[The Keep flies above New York City, heading towards Providence Tower. Holiday walks up to Agent Six with a tablet. ]

[Holiday]: We got a report from one of our other ships. They've looked all across the western United States, the Ocean, Canada and are heading down south. So far, he isn't there.

[Agent Six]: We'll keep looking.

[Holiday walks away while Six looks down. It then cuts to Rex in a room, throwing a ball at the wall. Bobo Haha walks in with a tray covered in cupcakes. ]

[Bobo Haha]: I got cupcakes if you want any.

[Rex]: No thanks, Bobo.

[Bobo Haha]: Suit yourself.

[He goes and eats 3 of them in one bite, smiling. Suddenly, there's a loud explosion heard. Rex jumps up as he starts running down the hall, almost knocking down Bobo. ]

[Bobo Haha]: Watch out! You don't want to kill the cupcakes!

[Rex runs into a room with Six and Holiday]

[Agent Six]: It came from Providence Tower. He's here. [Rex looks outside to see smoke coming from Providence Tower. A video feed appears on a screen showing the guards shooting. ]

[Guard #1]: Fall Back! Fall Back!

[Guard #2]: Grendade!

[The second guard throws one, and an explosion is only heard. Then, the second guard is shot by a blast followed by the first guard. Dark Jetray appears, turns towards the camera and his eyes glow as he blasts the cameraman, knocking the camera down and turning it to static. ]

[Rex]: What happe-

[Suddenly the static disappears and Ben appears, grining. He taps on the camera and starts talking. ] 

[Dark Ben]: Ladies and Gentlemen. I regret to inform you that I have taken Providence Tower. Leave now or be killed. I warned the humans and the Revonnahgander to beware of me. Since you have decided to ignore my warning, I give this one. Last. Chance. If you wish to keep all your precious scientists and guards alive, then you will leave. I will gain my power, and I will enter my true full form. Do not attempt to stop me. 

[The Static reappears, and Six shuts the screen off. ] 

[Rex]: We have to fight!

[Agent Six]: Negative. We keep away, and have Graon and us make an agreement. He gives the hostages, we won't interfere. 

[Rex]: What? That's crazy, Six. 

[Agent Six]: Rex, we don't have a choice. 

[Voice]: Actually, I agree with the teenager. 

[Six turns around to see Azmuth standing on one of the tables, and Paradox and Rook appear as well. ] 

[Agent Six]: You've got to be joking. 

[Paradox]: He never jokes. 

[Azmuth]: Graon is the destroyer of worlds! Even if you back off, he'll gain his full form, and then kill them all before destroying this universe and mine. 

[Rex]: Thank you!

[Azmuth]: The Teenager can go with the Monkey and free the hostages, while the doctor and I go, turn on the security and upload a program to shut off all the power in New York City. While that might anger a few folks, it'll keep Graon from going to full power. The tall thin man who thinks I'm joking can also free the hostages, as well as get backup. If you find Ben, do not harm him or the Omnitrix. It will only makes things worse. 

[Holiday]: Do you know how to make such a program?

[Azmuth]: What, you think I can't? I am Azmuth, creator of the Omnitrix, sculptor of worlds, smartest being in five galaxies, of course I can make such a program. 

[Agent Six]: Then that's our plan. Rook and ... the time traveler can stay here and make sure we get backup. Rex, go to the ... Rex?

[Rex is already gone as it cuts to a door opening. Rex jumps out of the Keep and creates the Boogie Pack, flying towards the giant hole. He lands on the floor, and starts running thru the halls. Meanwhile, a smaller ship from the Keep flies towards the hole. Holiday, Azmuth, Agent Six and Bobo Haha jump out of the ship. ]

[Agent Six]: Always rushing into things.

[Agent Six runs down into one hall while Bobo runs into another and Holiday and Azmuth run into a third hallway. Meanwhile, Rex creates the Funchucks and runs down the hall. He sees 3 Providence Guards standing there for no reason. They all have glowing purple eyes.]

[Rex]: You guys alright?

[Guard #1]: All hail Graon. 

[Guard #2]: Destroyer of Worlds. 

[Rex]: Oh great. Mind control. 

[Rex takes the funchucks and knocks the guards down, turning around and kicking them to the ground. Meanwhile, in another hall Bobo shoots his blasters at the guards, knocking them down. One guard jumps up and shoots a net from a blaster at Bobo, capturing him. ] 

[Bobo Haha]: Look's like the monkey is in the cage now. 

[It cuts to Azmuth and Holiday running down the hall. They're running when two controlled Providence guards show up and shoot at Holiday. Holiday takes a blaster and shoots at them, knocking two down. Azmuth hops over to a ledge where he grabs a panel and opens it. Flipping a few switches, machines come from the walls and shock the guards. They fall down, and Azmuth hops onto Holiday's hand. ] 

[Azmuth]: Let's get moving!

[Meanwhile, Rex is running down the halls knocking the guard down when there's a quick laugh. Ben appears in the opposite end of the hall, as Dark Feedback shocking a man with his powers. He turns to Rex and smiles. ]

[Rex]: Ben! 

[Dark Feedback]: You still won't listen. Fine. I've had enough of your interference, Nanite Boy. Do not expect to survive. 

[Dark Feedback shoots an Electric Energy Blast at Rex, who creates the Block Party and blocks the blast. He is pushed back as Dark Feedback walks forward. Suddenly, Agent Six appears and jumps upwards, over Rex. He runs next to the electrical blast as he takes out his dual katanas. Dark Feedback stops the blast and switches to Dark Kickin Hawk. He fights Six, jumping up and nearly kicking him. He kicks his leg upwards and slashes at Six, only to be cut in the leg and kicked to the ground. Dark Kickin Hawk then starts running as Six follows him. ] 

[Rex]: Six, stop!

[Dark Kickin Hawk runs thru the hall onto the 360 degree Observation Deck. Six runs behind him as the two reach the windows. Kickin Hawk slashes at Six, who attempts to cut Kickin Hawk, only to shatter the window. As the wind sucks them towards the Window, Dark Kickin Hawk kicks Six to the ground, sending one of his swords out into Manhattan. ] 

[Dark Kickin Hawk]: I don't have time for this. I have to get to my full form!

[He then uses his claws to cut Six in the chest before leaving. A while later, Rex appears ready to fight with the Block Party only to see Six. ] 

[Rex]: Six!

[Agent Six]: Rex... he headed for the stairwell... leading to the power... battery... 

[Rex]: But Six...

[Agent Six]: I'm fine... just go on. 

[Rex creates the Sky Slyder and flies on towards the battery. Meanwhile, Holiday and Azmuth reach a room. Azmuth reaches a few buttons, and turns on the security. All the rogue guards in Providence get shocked by electocutors while the non-rogue guards knock them down. Meanwhile, Azmuth starts typing a couple of buttons and Holiday looks in shock. ] 

[Holiday]: The Security is up... what the heck is that? I've never seen a programming language like that...

[Azmuth]: It's an evolved version of your programming languages. The Galvans first made one over a thousand years ago. This is really really old school. 

[Holiday]: Huh. Frog Aliens being smarter then me. 

[Azmuth]: I am not a frog. You're probably thinking of the Incurseans. 

[Meanwhile, Dark Kickin Hawk kicks down a door on the roof, and walks towards the central power battery. He smiles as he transforms back into Ben. Rex arrives at the same time, and transforms back to normal. ] 

[Rex]: Wait, stop Graon!

[Dark Ben]: What business do you want with me? You are too late. 

[Graon leaves Ben's mouth, making him transform back to normal. The Dark Smoke cloud touches the power battery, as electricity sparks thru out it. Suddenly, it begins to grow. And Grow. Ben moves his eyes, and opens them. ] 

[Ben]: What.. happened?

[Rex]: Oh no..

[Ben looks up with Rex as Graon grows and grows. Suddenly, he reaches the size of the Brookyln Bridge, a giant dark smoke cloud with a giant skeleton upperbody appearing. Graon's red eyes glow as a thunder of evil echoes across the city. Azmuth finishes typing but looks at a screen. ] 

[Azmuth]: We're too late... he's here.

[Graon laughs as he gets bigger and bigger. The people of Manhattan, Brookyln, Queens, and even Long Island begin to notice the dark deity. The black smoke jumps downwards, onto the streets of Manhattan. People start fleeing as they get out of cabs and head away from the smoke. As it bends down, giant lines of Graon, forming the shape of snakes appear, with mouths full of teeth spinning around. They break thru the windows of the buildings and attack the employees, who flee. One Employee is grabbed by the leg and thrown outside. Another is struck by the line, consuming him till he becomes a skeleton, and falls down dead. As the people begin to flee, secretly another piece of Graon is hurrying on the side. It then makes a sharp turn, appearing and showing itself to the people. As both sides attack the people, mayhem breaks loose in New York City. ] 

[Graon]: I have achieved my true form! And now, I will cover this city, and this world into eternal darkness! Then, once it is covered I will continue its destruction, eating away the planet atom by atom till it is no more then a memory of my life. Then I will return to my universe, where I will destroy them all!

[Under Graon, Ben and Rex stand there. ] 

[Ben]: There is no way we can stop him, is there?

[Rex]: But we got to. Its our only hope. 

[Holiday and Azmuth appear with an injured Six and Bobo. ] 

[Bobo Haha]: Don't you run off like that. You had me in a cage. 

[Rex]: Six...

[Agent Six]: Rex, I'm fine. I just needed the strength to move. I got it under control.

[Rex]: You sure...

[Agent Six]: Yes, though I miss my sword...

[Azmuth]: It appears Graon has returned. We have lost. 

[Suddenly, a voice appears from Rex's ear. ] 

[Rook]: Providence to Rex. 

[Rex]: What's up... werid alien dude who's Ben's friend/ally...

[Ben]: Rook. 

[Rex]: Yeah, Rook. 

[Rook]: I have called backup. All squads are immediatly heading your way as we speak. In fact, the person you call White Knight himself is coming to fight Graon as well. 

[Rex]: Got it. 

[Suddenly, Paradox appears behind Ben. ] 

[Agent Six]: Oh god you again. 

[Paradox]: What, does my time powers disturb you? I'm sorry Agent Six, have a gumball. You too Azmuth. You look nervous. 

[Azmuth]: For the last time Paradox, I do not need a gumball! What so ever!

[Paradox]: Alright, Alright. Take it easy. I thought I'd bring in some extra help as well. 

[Ben]: Like who?

[Suddenly a portal opens and a male and a female walk out. The portal closes and Ben smiles. ] 

[Gwen]: Like Us, Ben. 

[Kevin]: You can't save the world without us. 

[Ben runs up to them and hugs them both while smiling. ] 

[Rex]: It just occured to me. How can you open a portal without those giant rift things?

[Paradox]: A good time traveler never shares his secrets. 

[Ben]: Alright. We go fight. We keep Graon away from the citizens. Keep him away from the rivers or we're both dead. We fight till our last breath. Two universes are counting on us, and maybe even more. 

[Kevin looks upwards, and sees Graon. ] 

[Kevin]: That's one big bad guy...

[Gwen]: You don't say..

[Rex]: Let's do this thing!

[Rex creates the Sky Slyder and flies into the city. Gwen creates a bubble surrounding her and Kevin and floats towards another direction. Azmuth jumps onto Paradox's hand and teleports away. Six, Holiday, and Bobo head back into the tower while Ben slaps the Omnitrix. ] 

[Stinkfly]: Stinkfly! Ew... I smell disgusting. 

[Stinkfly heads towards Wall Street while Rex charges at Graon. He forms the Slam Cannon and grabs material from the roof he's flying above. He then shoots at Graon's face. The material moves thru Graon's face, as he laughs. ] 

[Graon]: Fool. You can not stop me with mere physical attacks. 

[Graon jumps at Rex, who falls onto a roof of a building and creates the Block Party. Graon's black smoke surround Rex, who uses the Block Party to create a dome. As Graon surrounds the dome, bashing at it in his attempt to claim Rex's life, Gwen and Kevin appear in the distance. ] 

[Gwen]: Interdamoto Laborator Maximus!

[A giant heat ray strikes Graon, injuring him while Kevin jumps upwards and absorbs iron. Suddenly he jumps up and attacks the smoke only to go right thru it. The smoke begins to grab him but Rex pushes the dome up, knocking Graon away and letting Kevin go under the dome with Rex as Graon begins to flee. ] 

[Rex]: I don't think I can hold this that much longer... 

[The Smoke flees from Rex and Kevin, allowing Rex to stop the Block Party. ] 

[Rex]: Thanks, but Physical strikes don't do any damage. 

[Kevin]: Obviously. 

[Gwen walks over with her mana powered steps, reaching Kevin and Rex. ] 

[Gwen]: You alright?

[Kevin]: Yeah. 

[Rex]: Thanks a lot. You saved our skin. 

[Gwen]: No problem. All in a days w- look!

[The three look upwards to see the Keep, along with other multiple ships from Providence arriving in Manhattan. On one of the ships is White Knight, in his Nanite-proof battle suit. ] 

[White Knight]: Fire when ready. 

[The fighter jets open fire on Graon, shooting at him. Graon cries in anger as he is forced deeper into Manhattan. White Knight then opens video conferences with Rook and Agent Six. ] 

[Rook]: We are ready to attack when you are. 

[Agent Six]: Sir?

[White Knight]: Six, I need you to go to my office in the tower. Put in the code 122705.[n 7] Enter the room with a flashdrive and hook it up to my computer. Download everything onto it before destroying it. 

[Agent Six]: Why?

[White Knight]: Then take a ship and head up to the Keep. Insert the code into the mainframe, and there should be a choice. Click the Fire Button. Then quickly aim at Graon and shoot it. 

[Agent Six]: Understood.  

[Agent Six shuts off the screen and starts fast walking towards the office. Holiday and Bobo watch on the screens as Stinkfly shoots acid at the Skeleton part of Graon. ] 

[Graon]: Ahhw..

[Stinkfly]: Why are you so un-dead? 

[Graon]: I will destroy you, Lepidopterran. 

[Graon opens his mouth as a red orb of energy forms. He shoots it out of his mouth, Stinkfly barely dodging it. The orb strikes the edge of Providence Tower, shaking the lab. Holiday nearly falls down as the orb hits the street. ] 

[Holiday]: That was too close. 

[The Providence ships shoot at Graon, enraging him. Six arrives at White Knight's office and presses the code into the pad. The room opens and he runs into the office. Taking a flashdrive he had in his pocket, he plugs it in and begins the process of downloading all files. ] 

[Agent Six]: This is going to be a while. 

[Rex flies on the Rex Ride flying across the city while forming the Blast Caster. He slashes his whip at Graon's skeleteon form, shocking him. Graon shakes as the smoke grabs Rex and forces his Nanites to stop forming the machines. ]

[Graon]: I warned you. Now, you will die. 

[Suddenly, the Keep opens up and reveals a particle laser. It glows for a second before firing at Graon. Other Providence ships fire as well, all striking him. Graon releases Rex, who falls down and lands on a cab, crushing the roof of it as Graon rages. Six stands on the Keep, looking as the attack appears to work. It cuts to Azmuth and Paradox shooting bazookas at Graon as well. ] 

[Azmuth]: Exactly how did you get these, timewalker?

[Paradox]: Oh don't worry, Colonel Rozum won't need these. 

[Stinkfly continues to shoot Acid at Graon as he picks up Rex and flies towards a rooftop. They both land as the blasts stop. Angry, Graon shouts. ] 

[Graon]: No... more!

[While the main body stays where he is, the rest of him jumps upwards, charging at the ships. One part consumes a ship while another crashes thru the window, and throws it into another ship, blowing both up. White Knight grabs the controls to his ship and flies away as Graon charges forward, covering terrority he had before. He then shoots a red orb at Rex and Ben, destroying the building. As they fall towards their death, Ben transforms into Cannonbolt and covers Rex. They land on the ground, then roll onto the street away from the rest of the building almost falling on them, and stops. Rex gets up, bruised. ]

[Rex]: Thanks.

[Ben transforms back to normal, and falls down. He looks around, seeing Gwen and Kevin helping citizens in the distance, the Keep fleeing from Graon's attack, and buildings being destroyed. ] 

[Ben]: We can't keep this up. We can't keep fighting this way.

[Rex]: You're right amigo. You're right. 

[Ben]: Physical attacks won't do that much damage unless you get close, and that's dangerous. 

[Rex]: We need something else. Someone else. 

[Suddenly a red portal appears and Van Kleiss steps out. ] 

[Van Kleiss]: So... how do we stop this Graon?


[Rex]: No... No No No. Not him. 

[Van Kleiss]: Is there a problem, Rex? Cause it appears you need all the help you can get. 

[Ben]: He's right, Rex. 

[Rex]: Ugh, Fine. But so help me....

[Rex marches up to Van Kleiss with his fist raised.]

[Rex]: If you double cross us or do anything else, I will personally destroy you. 

[Van Kleiss]: And I look forward to that. 

[Ben]: Okay... so we need a battle plan. 

[Van Kleiss]: Have you noticed that the beast known as Graon has been manipulating space-time? He's two forms of matter, he's solid and gas. He's messing with time, disturbting it so that Chaos can fill the universe. 

[Ben]: So...

[Van Kleiss]: He's disturbing the very power of gravity, matter and anti-matter, space-time, energy and mechanics. He's an opposite. If he is not put down soon, then the Universe will begin to pull him down till it pops and is destroyed. 

[Rex]: Oh...

[Ben]: So what do you Propose?

[Van Kleiss]: If we were to force him into one form of matter, or a form of anit-matter, it would give us an advantage. It'd be best if he was Anti-matter so when the two forms collided, it'd destroy him. 

[Ben]: By that logic, it'd also destroy 1/2 of Manhattan. 

[Van Kleiss]: True, but a few thousand dead is better then a few billion dead, now isn't it?

[Rex]: How do we do that?

[Van Kleiss]: Simple. With Nanites. Connect your warship, The Keep is what I think you call it ... with the nanites and hit him. The Meta-Nanites inside you should still help to reverse his matter, and should destroy him. 

[Ben transforms into Chromastone and lifts the two upwards towards the Keep. A door opens and the three are brought in. Six arrives and sees Van Kleiss, before taking out his sword. ] 

[Rex]: Six, no. He's actually, and I can not believe these words are coming out of my mouth... helping us. 

[Agent Six]: Is he?

[Van Kleiss]: We need to connect to your particle laser battery box.

[Six, Van Kleiss, and the two heroes run down the hall. They go down a series of steps till they reach a room full of computers and wires. They walk over to a box, labeled " DO NOT TOUCH. DANGEROUS IF OPENED. PARTICLE LASER BATTERY BOX. " ] 

[Van Kleiss]: There we go. 

[Meanwhile, Holiday and Bobo are in Providence Tower when all of a sudden, giant parts of Graon burst thru the walls. Holiday screams as she and Bobo run down the Hall. The Darkness follows them, destroying everything in sight. They reach the hole where they stare down to their deaths. Looking around, she sees a Parachute. She puts it on her, and grabs Bobo. As the part of Graon races towards them, she looks down. ] 

[Holiday]: I'm going to jump. 

[Bobo Haha]: You're going to what?

[Holiday]: 1, 2... 3!

[Holiday jumps out, falling down and holding Bobo as Graon consumes the building. She throws a little object known as a pilot chute  into the air. That jerk releases the safety catch and opens up the parachute. They float over buildings, and land on the street. Providence Tower falls down, destroyed. ] 

[Bobo Haha]: Whoa, Providence Tower just went Boom Boom. 

[It then cuts to the Keep. Six gets a message and looks hollow. ] 

[Agent Six]: Providence Tower is down. But Holiday and Bobo survived. 

[Van Kleiss]: Good for you. Anyways, with Rex and my Nanites... we should be able to stop Graon. 

[Ben]: Good. 

[Agent Six, talking on his bluetooth]: Rook, fire. 

[Rook presses a button, and shoots the beam. The Keep shoots it, aiming at Graon. Graon turns around to see the attack, and jumps to the side. The attack misses Graon, and instead hits a building. The Inital explosion expands to a giant explosion, sending raditatoin at Graon, knocking him over towards the Queensboro Bridge. He begins to head towards the Water. The ship containing White Knight shoots at Graon near the edge, keeping him from the bridge and the river. ] 

[White Knight]: Not on my watch. 

[Graon retreats back into the city, where he focuses on the Keep. It cuts to Rook, who sees Six, Rex, Ben, and Van Kleiss arrive in the control room. ] 

[Rook]: Ben, Graon dodged the attack but the explosion knocked him to a bridge. He's retreating back towards the city. 

[Ben]: Great. 

[Rex]: Wait... is he looking at us?

[Graon starts rushing towards the Keep. ] 

[Rook]: Preparing defensive measures. 

[The Keep prepares to fire when Graon speaks. ] 

[Graon]: You know... I'm sure the timewalker told you that there was one hero who faced me. That's a lie. There was not one hero, but two. The Two both could control the powers as told in my legend, but they shared a 6th power. One could not use this power without the other. It was this that defeated me. However, the second hero died in giving me the final blow to trap me. Now that you know this, you may die. 

[Graon opens his mouth and shoots out mutliple red orbs, hitting multiple buildings. One orb hits the Keep. The Keep starts falling towards New York as a giant hole has Rex grab onto a pipe and hang for dear life. Ben, Six, and Van Kleiss hang onto something else. The Keep falls to the ground, crushing multiple buildings as it crashes. Rex drops to the ground while the rest exit. The Keep in flames, Graon in the distance, Six, Ben, and Rex meet up with Azmuth, Paradox, Holiday, Bobo, Gwen, and Kevin. ] 

[Gwen]: Everyone alright?

[Ben]: I think so. 

[They look upwards and see Graon growing as it cuts to scenes across Manhattan. Smoke from the Empire State Building, damage at Grand Central Station, and fire across the bridges. Helicopters fly into the city, picking up people as tanks arrive from crossing the bridges. The National Guard shoots at Graon only to be consumed. It cuts to a view from an airplane, showing Graon's darkness reaching all the way to Wall Street. Two air force planes drop bombs on the streets, blowing up part of Graon. Two Copters fly towards Manhattan, passing by the fallen Statue of Liberty, burning in the water. On White Knight's ship, a man appears on a screen. ] 

[Man]: It is I, the Sect. General of the United Nations. As much as hate to say this, you need to destroy Graon. Which means nuking the city. 

[White Knight]: No, I won't do it. 

[Sect. General]: You were fine with destroying New York when there was the Zombie plague. 

[White Knight]: I was a different man back then. I won't do it. 

[Sect. General]: Fine. But the second Graon crosses one of the rivers, we nuke Manhattan. 

[It cuts back to the group. ]  [Rex]: What do we do now? 

[Ben]: I ... I.. I don't know. 

[Rex]: Where's Van Kleiss?

[Ben]: He left. 

[Rex]: Wait a second... Van Kleiss!

[Ben]: Huh?

[Rex]: He gave us the answer. Gravity, matter and anti-matter, space-time, energy and mechanics. The Little Grey Alien...

[Azmuth]: My name is Azmuth!

[Rex]: Azmuth said the hero had those powers. But Graon said there were two heroes and that they had a 6th power. 

[Paradox]: I see where this is going. I was hoping Rex would figure it out...

[Ben]: What?

[Rex]: I have these things called Meta-Nanites. They have all these powers and techinally make me a god. Well, did make me a god. But I shut them down so no one in my universe could use them. But I didn't say anyone from a DIFFERENT universe couldn't use them. 

[Agent Six]: But the Meta-Nanites only work for you. 

[Rex]: Exactly. Which leads to suspect that while I'm the hero of this universe, Ben is the hero of that universe. Which means, techinally it should work for him. 

[Holiday]: It might just work...

[Paradox]: Good job Rex. You've figured it out. 

[Azmuth]: If I could open up the Omnitrix, I could insert the machine into its systems and have it attach. Then, it would work. Which reminds me of something... something Paradox said a long time ago... 

[Paradox]: When Azmuth was making this Omnitrix, I told him into insert a species into the Omnitrix that could only be activated by the Meta-Nanites. 

[Azmuth]: It's a very powerful alien, but it might help us defeat Graon. 

[Ben]: Let's do this. 

[Holiday takes some blood from Rex, puts it in a tube and then takes a syringe and prepares to put the blood into Ben. ] 

[Holiday]: This blood should have the Meta-Nanites. Can it go into the Omnitrix?

[Azmuth]: The Omnitrix will disolve the Blood into particles and absorb it as power, while the machine will attach. Omnitrix. Code Alpha-Omega. Voice: Azmuth. Code 42310122705. Voice: Azmuth. Begin. 

[A small hole in the Omnitrix appears and Holiday puts the syringe into it. Suddenly, the Omnitrix glows red before it speaks and glows Green again. ] 

[Omnitrix]: New Transformation unlocked.  [Paradox]: Oh and Rex, could you make this?

[Rex looks at a document Paradox takes out. He grins. ] 

[Rex]: Oh yeah! The Hand Beamer. 

[Rex creates a giant machine, digging into the ground. He creates a box with a seat on top and sits on it as he creates a giant blaster. Two wires hook up from the machine into a power box, sucking any energy left in the city. Then, Ben slaps on the Omnitrix, and transforms. His body transforms into 4 fingers and a thumb, with an eye in the middle and legs. He is colored gold as he flies upwards and lands on the top of the blaster. ] 

[Ben]: Handra!

[The Blaster grabs onto Handra and begins glowing. Meanwhile, Graon notices them and grins. ] 

[Graon]: I see you... Handrasapien. I will destroy you. 

[Graon begins heading towards them as Handra and Rex's machine glows. Handra's eye begins to glow brighter and brighter. Then, Rex shouts. ] 

[Rex]: NOW! 

[He presses a button, and a giant gold beam shoots from Handra's eye. It strikes Graon, as he screams. Graon cries as the light vanquishes the smoke. The beam destroys the ripcage before cracking the face. Graon glows as he explodes, a huge explosion going over the city, and sending the heroes back. Graon disappears, dead as the city celebrates. White Knight smiles as a piece of Graon falls to the ground. Van Kleiss appears out of the shadows, takes a tube and scoops up Graon into the tube before leaving. Gwen and Kevin hug while Rook, Holiday, Rex, and Ben cheer. Six and Azmuth watch them, and both give a faint smile.  ]  [Paradox walks over to Azmuth, as the galvan turns to Paradox. ] 

[Azmuth]: Paradox... I'll have that gumball now. 

JULY 10, 2013 04:30 PM

[Ben, Rex, Six, Rook, Holiday, and White Knight are all in White Knight's office. ] 

[White Knight]: The Girl and her boyfriend, along with the alien genius and the timetravler have all returned to your world, which leaves you and Rook. 

[Ben]: Correct. 

[White Knight]: Well, I'm sure that Casear will be more then happy to help give a portal back to your world. That said, the United Nations is satisfyied with how we handeled the situation, and while the damage will cost, other countries have othered to help pay for the damages. All in all, this is a sucess. 

[As he is saying this, it cuts to another room in the Headquarters. ] 

JULY 10, 2013 04:35 PM

[In the lab, Caesar Salazar is typing on a computer. ] 

[Caesar]: X squared to the power of pi with the diamater of the moon divided by the area of Pluto... I've done it! I have finished my program. The Universal teleporter is complete. 

[He presses a button and a machine nearby pops out an object. Its a bracelet like object made of steel with gold lines around it and a red button. Suddenly, a red portal appears. Caesar turns around in shock as Van Kleiss steps out, walking slowly to Caesar. ] 

[Caesar]: Van... Kleiss!

[Caesar grabs a gun and points it at him. It cuts to Rex and Ben walking with Rook down the hall]

[Rex]: You remember my bro, right?

[Ben]: Yeah. 

[Rex]: He should be able to help. 

[Suddenly a gun shot is heard followed by a cry. Rex, Ben, and Rook run down the hall till Rex stops. ] 

[Rex]: This is his lab. 

[Rex opens the door to see Caesar on the ground, knocked out while Van Kleiss puts on the braclet like object. He smiles as Rex becomes enraged. ] 

[Rex]: Van Kleiss!

[Van Kleiss presses the button and a blue portal appears. He takes two steps backwards before he disappears in the portal, closing it. Rex walks over to Caesar, who wakes up. ] 

[Caesar]: Ugh... Rex?

[Rex]: Bro, what did he take?

[Caesar]: The... universal... teleporter...

[Rex looks up at Ben, who is in shock. ] 

JULY 10, 2013 07:35 PM

[Caesar, Rex, Rook, and Ben are outside when Caesar takes the Dimensional distruptor and opens a portal. ] 

[Rook]: Thank you for your help. 

[Caesar]: No problem. 

[Rex]: Hey, dude. Fist pump?

[Ben]: Totally. 

[Rex and Ben fist pump before the two Plumbers jump into the portal and disappear. The portal closes as Rex and Caesar walk back into the Headquarters. Six stands there, waiting for Rex. ] 

[Agent Six]: So what now?

[Rex]: Now? We go fight the bad guys. And we find out Van Kleiss's next move. 

[It then cuts to the Null Void. ] 

JULY 11, 2013 5:13 PM

[An Ancient temple with no roof floats in the distance. In the temple, a blue portal appears as Van Kleiss steps out. He walks by as a strange white colored alien in a dark cloak and a plumber look onward. Van Kleiss walks towards the edge, as he stands behind a red enity wearing battle armor. The entity turns around to reveal itself as the Alpha Nanite, now wearing battle armor including solid gloves. Van Kleiss holds up the tube containing the piece of Graon, and Alpha smiles. The two have a firm handshake, as Van Kleiss grins. ] [n 8]

[Van Kleiss]: Buisness as Usual. [n 9]


Main Characters[]

Main Villians[]

  • Graon
  • Umbra (follower)
  • Van Kleiss
  • The Pack

Minor Villains[]

  • Agent Roman
  • Umbra (father)

Other Characters[]

Aliens Transformed into by Ben[]

Aliens Transformed into by Dark Ben[]

Machines Made by Rex[]

  • Smack Hands (x2)
  • Boogie Pack (x2)
  • Funchucks
  • Big Fat Sword
  • Battle Saw (x2)
  • Slam Cannon
  • Punk Busters (x2)
  • Block Party (x2)
  • Sky Slyder (x2)
  • Rex Ride
  • Hand Beamer




  1. Date is in 8:10 because of Ben 10 reference. The Location is also a reference to the beginning of Heroes United.
  2. GRU means " Generator Rex Universe ".
  3. BTU means " Ben 10 Universe ".
  4. This is a reference to the Cartoon Network: Action Packs comic, " Hero Times Two " where Ben and Rex team up and fight the Pack.
  5. This is referencing to the events of Endgame, Part 2. This hints that Paradox is aware of events in multiple universes, inlcuding the Generator Rex universe.
  6. Date is in 04:23 because Generator Rex first aired on April 23rd. Ironically, while the 10 in July 10th represents Ben 10, it's also a reference to the year Generator Rex aired, in 2010.
  7. This is a reference to the premiere of Ben 10.
  8. Alpha is confirmed to have been released as seen in the end of Heroes United
  9. Reference to the end of YJ.