Death of Ben 10
Act 3, Chapter 3
Logo by CaT
Air Date 10/18/2016
Written by Aaronbill3
Director Aaronbill3
General Information
Planet(s) Earth
Dimension(s) Dimension 10
Episode Guide
Chapter 12
Chapter 14

Death of Ben 10 is a story designed to continue on from where Ben 10: Omniverse left off. It takes place before Ben's galactic road trip.


Scene 1

Eon: “So it seems you survived after all, Ben Tennyson...”

Seeing his old foe stand before him Ben Prime instinctively reaches for his omnitrix, slamming down its core with great force. His hands turn to a scaly yellow colour, and his fingers become elongated claws. His mouth and nose merge into a single long beak, as a light beige crest of feathers forms atop his head. His eyes become a bright green and his skin becomes covered with brown feathers. His clothes reform into a solid harness, with the omnitrix appearing in the center of his chest. The screech of an eagle can be heard as he talks.

Kickin Hawk: “KICKIN HAWK!”

Ben Prime charges towards Eon, who immediately raises his arms to defend himself. However, both are caught off guard as Prime is knocked off his feet by a black and blue blur. Ben rapidly returns to his feet, looking back on where he had come from and seeing a strange mixture between XLR8 and Fasttrack.

Ben 23 follows Ben Prime’s example, slamming his omnitrix and emerging as an enormous reptilian humanoid: Dino-Mighty! He roars as he charges towards their familiar enemy, only to be lifted off of his feet by an invisible force. Behind him he sees Ultimate Ben 10’000 projecting the force. with the ultimatrix symbol planted upon his chest. Ultimate Ben 10’000 turns to see a mass of vines clamber rapidly towards Eon, and he holds his other hand out to lift this alien aloft as well.

Wildvine (Ultimate Ben 10): “Let me down!”

Gwen follows suit, activating her omnitrix and becoming a pale humanoid with eyes of all shape and size adorning her body. They disappear into her skin, as one massive eyeball emerges from her chest and unleashes a mighty beam of pure energy towards Eon. But Eon watches on as a rubbery humanoid with golden fingers jumps between him and the blast, absorbing it with ease.

Mad Ben: “The hell do you want, Eon? Last time we met I distinctly remember ceasing to exist!”

Eon: “Actually if any of you would bother to listen, I’m here to help.”

Ben Prime, Ultimate Ben 10, Gwen 10, Ben 23, and Mad Ben in sync: “What?!”

With many green, blue, and pink flashes, everyone returns to their human forms.

Professor Paradox walks over to Eon’s side, with a smug smile upon his face.

Paradox: “Oh yes. I recruited Eon to help me gather the future versions of yourselves.”

He turns to Eon.

Paradox: “Sorry for not telling them about you sooner, I thought they would be more understanding.”

Eon: “You thought they’d understand that I was on your side? I barely understand it myself. Silver lining: It was fun watching you all get shut down by your older selves.”

Gwen 10: “Hey! Where’s the future me?”

Ben 10’000: “She didn’t trust Eon enough to join us.”

Gwen 10: “But she should remember today? If I’m supposed to trust him, why doesn’t she?”

Ultimate Ben 10: “That must mean he’s going to betray us!”

Paradox: “Today is in flux. Before we showed up, Ben Prime was supposed to have died. And yet, Eon was still able to go into his future and grab Ben 10’000 here to help. Think of the way light refracts around a black hole, timelines are bending around today in unpredictable ways because of Apollo. He should not be here at this time, and should not be as powerful as he is.”

Ultimate Ben 10’000: “And speaking of timelines, hey Eon! Did you find out where Apollo went?”

Eon: “Unfortunately, no. He’s shrouding himself. Nothing so brute force as jumping into his timeline will work. The only thing I can tell you is that he is somewhere in North America.”

Ben 10’000: “How’d he get past us?”

Eon: “He’s using Ascalon to elude us. And he’s quite skillful at it, it seems.”

Ben 23’000: “So we can’t just see where he is?”

Ben Prime: “Wait wait wait… Are we just going to brush off the fact that the guy who has, on numerous occasions, tried to kill and or enslave us is now on our side?”

Ben 23: “I’m not sure if you’re talking about Mad Ben or Eon anymore...”

Ben Prime: “Honestly I want answers about both.”

Ben 10’000: “Look: You die, I die. Since those two have met me before, they die too. This isn’t even about saving you, to be completely honest. I am the most pivotal version of you here. Before you ask: Yes, those two are only here out of self preservation...”

Mad Ben: “And my watch.”

Ben 10’000: “Everyone else is here out of a sincere desire to save you, even though most of them need me to survive as well.”

Gwen turns to the future Ben Prime.

Gwen 10: “Except for you. No matter how you phrase it, you being here is still self preservation.”

Ben 10’000 turns and points to Gwen, with a scowl across his face.

Ben 10’000: “Shut.”

Gwen’s eyes widen at the realisation of his expression.

Gwen 10: “Right. Serious time. Got’ya.”

Ben 10’000 turns his gaze back to Eon.

Ben 10’000: “Apollo’s shrouding himself. So no matter what, we can’t observe him from outside of time?”

Eon: “With traditional methods: no.”

Ben 10’000: “Well that rules out 4D2.”

Ultimate Ben 10’000: “And Clockwork.”

Ben 23’000: “Yeah. Looks like we’re gonna need a time travel alien more powerful than Clockwork and Windy Hindy combined. Too bad there’s no way to just make our aliens stronger.”

Ben Prime looks at Ben 23 in shock, and Ben 23 returns the look but with confusion.

Ben Prime: “It has only just occurred to me now that you wouldn’t know what an ultimatrix was before today.”

Ben 23: “A whatimatrix?”

Ultimate Ben 10: “An ultimatrix is a version of your omnitrix that allows the user to evolve his aliens. For example: I have an ultimatrix right here!”

Mad Ben: “Then what a’ya waiting for?”

Ultimate Ben 10: “Well I’ve never used Ultimate Clockwork before, I was hoping my future self would be better suited for this.”

Ultimate Ben 10’000: “sigh, fine.”

Ultimate Ben 10’000 slams the ultimatrix symbol upon his chest, and a large green avatar of a strange mechanical being appears above him.

Ultimate Ben 10’000 (Ultimate Clockwork): “Ultimate Clockwork!”

Gwen 10: “Wait so why can Clockwork not see into Apollo’s timestream, but Ultimate Clockwork somehow can? Or does the answer lie in the fact I don’t have a Chronosapien form yet?”

Ultimate Ben 10’000 (Ultimate Clockwork): “One of Clockwork’s main powers is the ability to generate holograms showing the past or future based either around his immediate environment, or someone nearby. He needs something to anchor his holograms around. Ultimate Clockwork, however, can jump the focus of his holograms between people.”

Gwen 10: “So we can follow the past of one of us back to our fight with Apollo, then jump views onto his timestream, allowing us to follow it along naturally to find out where he went without him stopping us?”

Ultimate Ben 10’000 (Ultimate Clockwork): “Hey, you’re good at this!”

Ben 23: “Okay, now I have a question: If future me doesn’t know what an ultimatrix is, because I only just learnt of it and he doesn’t remember today, how did he know some of us can evolve our aliens?”

Ben 10’000: “He didn’t. He was guessing.”

Ben 23’000: “Was not.”

Ben 10’000 turns to him in disbelief.

Ben 23’000: “I was actually implying you should use Atomic-X.”

Paradox: “With time being in flux, the sheer force of using omnipotent powers to break through Apollo’s guard directly could damage the space-time around the Earth forever. Doing that would be arguably worse than doing nothing at all.”

Ben 10’000: “Of course. I was just about to say the same thing...”

Ultimate Ben 10’000 (Ultimate Clockwork): “Then without further ado!”

Ultimate Ben 10’000 raised his arms up high, and a green hologram materialised around the group to the sound of a grandfather clock chiming. The hologram depicted the group as they were a minute ago, then two, then five. The hologram of Ben Prime collapsed downwards as the alternate Bens conversed, before being picked up by a female Cerebrocrustacean and pulled backwards through a time portal. As the hologram focusses upon Ben Prime’s past it now displays him unconscious aboard Apollo’s ship, the volcanic structure rendered around them in translucent detail. Numerous aliens appear and disappear briefly as Apollo appears within the hologram, his grand exit unseen behind Ultimate Humungousaur’s smokescreen.

Suddenly the focus of the green hologram shifts as the bell chimes become slower and deeper. Apollo’s hologram is moved to the center of the field, before time begins to move forwards. As the missiles detonate around him, Apollo snatches Ascalon from his console and slashes through the air behind him- opening up a rift in space and time. He dashes through, unnoticed by the Bens and Gwen of past but Ultimate Ben’s hologram follows him.

He emerges aboard another Pyronite ship, addressing his subjects.

Ultimate Ben 10: “Well, at least we know how he got away...”

Mad Ben: “Could’ya speed it up a bit? I ‘aven’t got all day.”

Ultimate Ben 10’000 (Ultimate Clockwork): “If you have a better idea, I’d love to hear it.”

Ben Prime: “No I think he has a point, we don’t need to know what Apollo did before he arrived on Earth. We’re running out of time as it is, so we probably shouldn’t be watching him talk to his second-in-commands in real time.”

Ultimate Ben 10’000 (Ultimate Clockwork): “Man you guys are finicky.”

The hologram accelerates, depicting Apollo now moving a small amount of his soldiers through a portal and into a steelworks factory somewhere on Earth.

Gwen 10: “Okay, so we know he’s in a steelworks factory… How does this help us find him?”

The hologram pauses.

Ultimate Ben 10’000 (Ultimate Clockwork): “...”

Ultimate Ben 10: “I don’t think we thought that far through...”

The group thinks silently for a second, before Ben 23 turns to Paradox and Eon.

Ben 23: “Little help?”

Paradox: “Sorry, we need you to figure this one out on your own.”

Ben 23: “Any particular reason?”

Eon: “Apathy.”

Ben 23: “Fair enough.”

Ben Prime: “Wait! I’ve got it! Apollo brought an army with him, right? That means he’s planning something big, and needs guards. All we need to do is follow the guards to the entrance, look at the sign telling us where they are, and then go there ourselves!”

Ben 10’000: “Hey, I remember saying that now!”

Paradox: “Perhaps the flux of the timestream is nearing it’s end!”

Ultimate Ben 10’000 turns his focus back onto the hologram, which begins moving once more. Jumping focus from target to target, eventually they find two Pyronites standing in amongst a group of trucks as many workers flee the scene. The sign at the front of the building reads “San Diego Ironworks”. One of the humans trips over his lab coat as he runs, falling to the floor. He desperately claws at the ground to get away, but one of the Pyronite soldiers pins him to the ground with his foot before inhaling deeply. The hologram dissipates as the soldier exhales a stream of fire onto his screaming victim. Ultimate Ben 10’000 reverts to his standard human form with a faint glow.

Mad Ben: “So how far away from here is San Die-go?”

Ben Prime: “That’s on the other side of the country!”

Ben 23’000: “Well Apollo’s only expecting us to attack directly, right? Jump into his time stream? Why don’t we just get Paradox and Eon to move us close to the ironworks, then sneak in past the guards?”

Ben 10’000: “That could work… Hey Paradox! Could that work?”

Paradox: “It might do!”

Ben Prime: “That’s about as certain as he’s ever been!”

Gwen 10: “My only problem is that stealth would require Ben 23 here to be subtle. And Ben 23’000, thinking about it.”

Ultimate Ben 10: “We’ll cross that bridge when we get to it!”


Noteworthy Events

Major Events

  • The young Bens and Gwen meet Eon
  • The heroes learn of where Apollo has gone.



Aliens Used

Ben Prime

Ben 23

Ultimate Ben 10

Gwen 10

Ben 10'000

Ben 23'000

Ultimate Ben 10'000


  • XLRtrack's name was originally FastR8, but this was changed at the last second to avoid a rather unfortunate pun.
  • Though not stated in the episode, the alien used by Ultimate Ben 10'000 to restrain Ben 23 and Ultimate Ben 10 was actually MindMatter.
  • Mad Ben is the only omnitrix wielder present to not transform in this chapter.
  • It is revealed that Ben 10'000 has access to 4D2.
Death of Ben 10
Aaronbill3 Ben 10: Reboot Revolution
Act 1

Prologue - Chapter 2 - Chapter 3 - Chapter 4 - Chapter 5 - Chapter 6

Act 2

Chapter 7 - Chapter 8 - Chapter 9 - Chapter 10

Act 3

Chapter 11 - Chapter 12 - Chapter 13 - Chapter 14 - Chapter 15
Chapter 16: Part 1 - Chapter 16: Part 2 - Chapter 17 - Epilogue

Introduced in Act 1

Alien X - Buzzshock - ChamAlien - Chromastone - Clockwork - Diamondhead - Way Big - XLR8

Introduced in Act 2

Atomix - Armodrillo - Big Chill - Fasttrack - Goop - Gravattack - Lodestar - NRG - Snare-oh - Swampfire

Introduced in Act 3

AmpFibian - Arctiguana - Barrier Reef - Bloxx - Brainstorm - Cannonbolt - Ditto - Echo Echo - Eye Guy - Feedback
Geothermite - Ghostfreak - Gutrot - Heatblast - Hightide - Humungousaur - Jetray - Kickin Hawk - MindMatter - Sandbox
Spidermonkey - Stinkfly - Rath - Upchuck - Upgrade - Water Hazard - Wildvine

Ultimate Aliens

Ultimate Ben - Ultimate Big Chill - Ultimate Clockwork - Ultimate Echo Echo - Ultimate Fasttrack - Ultimate Gravattack
Ultimate Humungousaur - Ultimate Spidermonkey - Ultimate Upgrade

Fusion Aliens

Arctomix - Atomisaur - Big X - Camomech - Charmedge - Diamondactyl - Ectograde - Feedback Attack - Gecko Gecko
Gravattomix - Jawful - Snare-Chill - Tickin' Clock - XLRay - XLRtrack

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