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Ben 10: Ultimate Hero
Season 2, Episode 11
Written by Revan100
Directed by Revan100
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Unforgettable Thoughts

Plot[]

(In outer space, the Incursean Armada strides across the vastness of space. Inside the Incursean Dreadnought, Milleous, the Emperor. Rana, an Incursean commander, wearing golden add-ons, and several Incursean Soldiers walk through the ships halls.)

RANA: Did you get a chance to look over my proposal?

MILLEOUS: I did.

RANA: And?

MILLEOUS: Have you forgotten? I have a planet to conquer, and that rock isn't part of it.

RANA: You saw the data! This planet could be a safe haven for us. We can establish our presence there and make it our own. A millennia ago, our home world was destroyed during the civil war. We haven't found a new one since.

MILLEOUS: Are you questioning my authority, Commander?

RANA: Of course not. My only concern is saving the Empire.

MILLEOUS: Your concerns are unnecessary. The Empire does not need saving. If I am to conquer Earth, I must first take a few elements out.

RANA: With all due respect, you're making a mistake.

MILLEOUS: You could either return to the command deck, or I could have you obliterated right now. You've moved through the ranks and earned your loyalty to me this far. It would be unfortunate for you to let it all go to waste. I'm sure Commander Raff would appreciate being at my side again. Which do you prefer?


(On Earth, at a local mini-golf course, Ben, Gwen, and Kevin just finished a game of miniature golf. They head towards their respective vehicles.)

BEN: Anyone hungry?

KEVIN: I'm up for something.

GWEN: I'll have to skip out on this one. Sorry guys.

KEVIN: Why?

GWEN: I need some extra sleep. I'm tired enough as it is.

KEVIN: Suit yourself.

(Kevin opens the door to his car and turns towards Ben.)

KEVIN: So uh, where are we going again?

BEN: I was thinking we could go to-

(Suddenly, the gang is beamed out of the area and find themselves transported to Milleous' throne room, surrounded by nearly a dozen Incursean Officers. The Emperor sits on his golden throne, glaring at his guests.)

BEN: Milleous? What are we doing here?

MILLEOUS: I brought you here so I could conquer your puny planet without your interference.

BEN: You've got to be kidding me. We helped you regain control and you left Earth alone. Now you're planning to invade it?

MILLEOUS: I do what is best for the Empire.

BEN: I'll show you what is best.

(Ben transforms into Swampfire, launching methane from his palms, forcing the Incursean Soliders stay back from the Methanosian as they are about to fire their weapons at the group.)

GWEN: Ben! Kevin! I need you guys to stay close to me. I'm gonna try to stop the Incurseans!

SWAMPFIRE: How?

GWEN: Just stay close to me!

(Swampfire and Kevin do so, and Gwen raises her hands in the air.)

GWEN: Statuea!

(A pulse of mana emerges from Gwen's hands, flowing across the room. The spell immobilizes the Incurseans, except for Milleous.)

KEVIN: Wow! When did you learn that?

GWEN: I started working with it almost a week ago. I'm just glad it worked.

(Everyone turns their attention towards Milleous.)

MILLEOUS: I was going to make your capture a painless one. But I see you're more trouble than I thought you would be.

(Milleous presses a trigger on his chair, creating a electric burst on the surface, shocking the gang until they are unconscious.)


(Ben wakes up to see himself in a brig, inside a secure containment cell. Gwen and Kevin are beside him, inside their own cells. Milleous, along with a bodyguard, enter the room. The Emperor approaches his prisoners.)

BEN: Are you willing to plunge Earth into chaos to satisfy your own personal demons?

MILLEOUS: I've overseen the destruction of dozens of worlds. Yours is no different.

BEN: How many people is it going to take before you realize you won't achieve your goal.

MILLEOUS: Taking over the universe?

BEN: Is that what you want?

MILLEOUS: It's what I strive to accomplish.

BEN: Let me make something clear. You have an impressive fleet as your disposal. But your just an overgrown frog who turns his back on those who saved you from your own people. If your Empire was as impressive as you say it is. You would of conquered the a fraction of the galaxy by now. A galaxy is vast. A universe is massive. Space is infinite. No matter how hard you try, you will never reach your goal. Because the universe is beyond your reach.

(Ben transforms into Big Chill and uses his intangible abilities to try and pass through the force field, but instead is shocked by the force field, and transforms back Ben.)

MILLEOUS: Not for long.

(Milleous, with his bodyguard, exit the brig and head towards the entrance to the command deck. All of a sudden, a couple of Incursean soldiers appear from behind, who shoot the Bodyguard. Milleous reaches for his weapon but Rana and several of his followers come from the front and disarm him.)

RANA: That's far enough.

MILLEOUS: You'll suffer for this.

(Rana kicks Milleous in the gut, forcing the Emperor stumble and fall on the ground, wheezing.)

RANA: The only reason I'm letting you live, is to show you how to maintain an Empire without endless bloodshed.

(The commander turns his attention towards his followers.)

RANA: Lock him in the confinement chamber. If he tries to escape, stun him.

INCURSEAN SOLIDER: Yes sir.

(Rana, along with two of his soldiers. Head inside the command deck, full of officers at their stations. Raff sits down in the command chair, noticing Rana enter.)

RANA: Stand aside, Commander.

RAFF: Where's Emperor Milleous?

RANA: I won't repeat myself.

(Raff slowly gets up from the chair, allowing Rana to sit down. The Incursean presses a button on the side of the chair, activating a loud speaker system throughout the armada.)

RANA: This is Commander Rana. Due to unruly circumstances, I have relieved Emperor Milleous, and assumed myself as the leader of the Empire. I know this may seen off to you, considering how long Milleous has led us. But his ongoing actions have led me to conclude that he is no longer fit to the rule the Empire. As my first act as Emperor, I shall lead us to a planet where we can established our presence there without wasting valuable men, resources, and time for violence. It save us from our corrupt ambition. I know I can count on each of you to perform your duty to the best of your ability. Nothing will stop us from achieve our goal. Long live the Empire!

(Everyone in the room stands, directing their attention towards their new Emperor, and render the Incursean salute.)

INCURSEAN CREW: Long live the Empire!

RANA: As you were.

(Rana motions Raff to come next to him.)

RANA: Before we attend to our mission, I need to ask you something. Can I trust you?

RAFF: You're the Emperor of the Empire. I see no problem with that.

RANA: I'm glad we could agree on something.

RAFF: Where is Milleous?

RANA: He's in confinement. Safe and sound.

RAFF: I want to talk to him.

RANA: Not now. As long as you don't cause any trouble, he'll be fine. Right now, I need you.

RAFF: What kind of planet are we heading towards?

RANA: It's in the Lunteares Sector. The planet itself is the ideal spot for my people, similar to the one we had before.

RAFF: The Lunteares Sector is at the border of Highbreed territory. How is that an ideal spot?

RANA: The Highbreed have layed off for quite some time. I doubt they will bother with us.

RAFF: Is there anything else?

RANA: No. You're dismissed.

(After Raff leaves the command deck. Rana presses the communications button on the chair.)

INCURSEAN SECURITY: "This is security. Go ahead."

RANA: This is Emperor Rana. I would like to have status on the prisoners we recived.

INCURSEAN SECURITY: "Of course, My Lord Emperor. The three prisoners are from the planet Earth. One of them is the well known Ben Tennyson. There other two we have little data on. However, they did help the former emperor regain control from his daughter."

RANA: You said they were all from Earth?

INCURSEAN: "Precisely, My Lord Emperor."

RANA: Have two soldiers meet me in the brig.

INCURSEAN: "As you wish."

(Rana approaches the Incursean handling the navigational station.)

RANA: If this mission is going to work, I need to ensure the Armada stays on course.


(Rana and his soldiers head inside the brig, and approaches the command console, opening the cells Ben, Gwen, and Kevin are occupying.)

BEN: What are you doing?

RANA: I'm getting you out of here.

GWEN: Hold on. Are you the one who overthrew Milleous?

RANA: I am. My goal is to save our Empire from themselves. A change of goals is required. My soldiers and I will escort you to our long range transporter, it will allow you to return to the exact point where you left on your planet.

KEVIN: How can we trust you?

RANA: I risked my life to stop Milleous and save your planet from being invaded. All I want is to stop the bloodshed.

KEVIN: Alright. But if you try anything...

RANA: I can assure you, you can trust me.

(Ben, Gwen and Kevin follow the Rana and his troops to the transporter Room. Several moments later, Raff approaches the single confident chamber, next to the brig. A single Incursean guards the entrance.)

RAFF: I'm here to see the former Emperor.

INCURSEAN GUARD: Of course, Commander.

(After the Guard opens the door, Raff uses his personal weapon to stun the guard and enters the room, freeing Milleous from his imprisonment.)

MILLEOUS: I wondered what was keeping you.

RAFF: I needed time to disable the security systems. What do you suggest we do, My Lord Emperor?

MILLEOUS: We'll head to the Command deck.

(Milleous and Raff enter the Command Deck, the crew notices the two.)

MILLEOUS: I'm reclaiming my position as Emperor! Any of you who wish to object shall die.

(The Incursean officers look at each other, as if they are waiting for someone to do something. One of them grabs a weapon from his holster, aiming it at Milleous, but is instantly vaporized by Raff.)

MILLEOUS: Anyone else?

(The rest of the crew render the salute towards Milleous.)

MILLEOUS: Very good.

(Raff approaches the navigational station and accesses the controls.)

MILLEOUS: Bring us back on course.

RAFF: I can't alter our position.

MILLEOUS: Why not?

RAFF: The autopilot is activated. It's been encrypted.

MILLEOUS: Of course, Rana would of made sure we arrived at his destination. Can you override the encryption?

RAFF: It could take an hour or so.

MILLEOUS: We'll be at the planet long before then. Locate Commander Rana.

RAFF: He's approaching the long range transporter. Ben Tennyson and his companions are following him.


GWEN: How much further?

RANA: Just right over here.

(The gang approach the transporter pad when they see Milleous and half a dozen of his troops with him, blocking their path.)

MILLEOUS: I'm sorry, this is a dead end, Commander.

RANA: How did you escape?

MILLEOUS: Did you really think everyone would accept you taking my place? You are going to bring us back on course to Earth.

RANA: I can't. The autopilot was configured to-

RAFF: "Lord Emperor Milleous. We've reached the coordinates. The Audopilot has stopped. However, he have a problem.

MILLEOUS: I do not have the time for petty concerns! Order our ships to plot a course out of here!

RAFF: "We can't engage our engines. Some kind of dampening field is preventing our ships from moving."

MILLEOUS: Where is the dampening field located?

RAFF: "It's on the planet sir. I believe it is sending out a signal."

(Suddenly, a massive armada of Highbreed ships warp into the system, surrounding the smaller Incursean fleet.)

RAFF: "My Lord Emperor! We're reading a large amount of Highbreed warships surrounding our fleet!"

MILLEOUS: Open Fire!

(The Incursean ships begin to fire on the Highbreed ships. In return, the Highbreed use their ships weapons to break apart the Inucrsean ships one by one. One of the Highbreed beams rip apart the Incursean Dreadnoughts command deck, blowing Raff and the Incurseans in that area into space, killing them. The destructive blast caused by the Highbreed beams forces everyone on the Dreadnought to stumble, Ben uses this opportunity to transform into Jetray, using his blasts to knock down some of the Incurseans, Gwen uses a mana shield to cover Kevin as he absorbs the material from the ship and charges towards Milleous, dodging his laser fire. Rana takes cover behind the transporter console and inputs the coordinates for the gangs last position on Earth.

RANA: Almost there. Come on!

(Kevin is able to punch several blows against Milleous face, but is then knocked against the wall by the Overweight Emperor. Jetray grabs Milleous by the shoulders, however, the Aerophibian is scorched by the weapons fire, and transforms back into Ben. Gwen raises her hands in the air just about to use the same spell she did earlier, but alas, she too is knocked down by Milleous. Rana completes the sequence, and the transporter activates a portal back to Earth. Rana is then shot in the side by Milleous, collapsing against the panel. The Commander watches as Milleous looms over him, aiming the weapon towards his head.) MILLEOUS: So much effort, so little accomplished.

(Milleous screams in pain as a long, sharp, pointed rod stabs him against the back, and out of his chest. The rod is pushed out of Milleous, and the Emperor slams against the ground, dead. Kevin reforms his weapon back into his arm as Gwen and Ben approach him. Ben kneels in front of the injured Rana, noticing the wound from the weapon.)

BEN: You're hurt.

RANA: That...dosen't matter now. You must...head inside the portal! N-Now!

BEN: We're not leaving you. Let me help you up!

RANA: N-no! I...I only wanted to save my people. It seems fate as a cruel sense of irony. I only...wish...to die here...with my them. That is all...I ask. At least I...can die with...the satisfaction that...I...saved....

(Rana slumps against the console. With his dying breath, he leaves a small smile on his face.)

GWEN: Ben! We have to get out of here! If we wait too long, this ship is going to blow!

(The three race towards the portal. Gwen and Kevin enter the rift, back to Earth. While Ben stops for a moment, turns around, looks at the body of Rana one more time, then enters the portal.)


(At the end of the conflict, the Highbreed ships warp out of the system. Debris from the Incursean armada are all that is left from the once mighty Empire. Soldiers that were trained for combat met their end in the vacuum of space. Ships that were created for thrusting terror among countless worlds were brushed aside. The very planet that could of given the Empire a chance of changing their ways, was their resting place. The Incurseans were no more.)

Noteworthy Events[]

Major Events[]

  • Milleous, Rana, Raff, The Incurseans, and The Highbreed make their debuts.
  • Raff, Milleous, and Rana are killed.
  • The Incursean Empire is no more.

Characters[]

  • Ben Tennyson
  • Gwen Tennyson
  • Kevin Levin
  • Rana
  • Incurseans (Rana Loyalists)

Villains[]

  • Milleous
  • Raff
  • Incurseans

Neutral[]

  • Highbreed

Aliens Used[]

  • Swampfire
  • Big Chill
  • Jetray
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