Ben 10 Fan Fiction Wiki
Ben 10 Fan Fiction Wiki

Dusk is the thirty-sixth episode of Back in Action: Alien Universe.


Wikitext Issues
Hey, thanks for reading! Copy-pasting directly from Word leads to weird formatting errors in the editor, so I use a custom script to convert Word's styling to Wikitext! Sometimes this doesn't come out perfectly and Visual Editor bugs cause lines to disappear, so if you see text that seems out of place, or is unformatted or not formatted properly, please give me a heads-up! <3 Enjoy

Part I

[Max’s Plumbing: Ben and Mercedes enter the storefront.

Azmuth greets them from the register, wearing his stout, wide human disguise.]

Welcome to the- Oh, Ben, it’s you. How is your grandfather’s recovery proceeding?

Ben merely walks past, slightly sneering at him on the way.

Well, feel free to enter. She, however, must stay up here. Magister Blonko’s orders.

Ben rolls his eyes.

Ben (to Mercedes)
I’ll be quick.
Take your time!
Isn’t she so nice, Azmuth? You could learn a thing or two from her.
Azmuth (sighing)
Try not to call me that while I’m in this disguise.
Ben (staring out into the empty aisles)
Oh, right, don’t want to let any one of the thousands of customers here know you’re an alien – or that aliens exist!

Ben jumps into the bathroom and closes the door after himself. The loud flush can be heard.

Mercedes looks to Azmuth, who steps up to the exit door.

Just locking the door. I may be here to help a friend, but I’m more here because I knew you were here. And we didn’t get to finish our talk.
Mercedes (an open palm headed for her face)
It’ll be quick. We don’t have much to talk about.

She rips off her ID Mask – again revealing herself as Dawn – and rushes him, yanking the Any Cloak disguise off him, and gripping his entire Galvan body. To hide them from public view, she rushes into one of the center aisles away from the windows and holds him against the ground.

Dawn/Mercedes (voice masked)
You are going to help me.
Oh, stop with the theatrics. And turn off that modulator.

Mercedes holds out a fist in front of him. He flinches as she punches, leading her armored hand to make a hole in the ground.

She taps a button on her suit that opens up the face of her helmet, revealing the cracked and corrupted face her Mask has been hiding.

So this is what it did to you.
Dawn (in her normal voice)
YES. And you’re going to pay if you don’t do anything.
Well, what do you want me to do?
Reverse this curse! Not only did Ben enable the self-destruct thing, but this atrocity of a gauntlet is KILLING me. Ever since I got it, I’ve been drained by it. I have spent every waking moment I’ve been in Bellwood trying to make the money to buy a ship and get to you. And finally, you’re here! So fix it. Fix me. Now!
I’m sorry for the pain I’ve caused you. I would do anything to make it up to you. Riches, food, any destination you want to go to in the galaxy – the universe, even. I’ll take you.

Dawn slams a fist down again.

I want one thing, Azmuth.
I- I can’t do it. I’m sorry.
Why not?
Alphaline, disable Self-Destruct Mode.

Her Omnitrix beeps in a low tone.

You are… tethered. I never did get to finish the Alphaline, but the power source behind it will suck you dry. I can do my best to make this end a good one, but… if I remove it now, you will die right here. My apologies, but if you keep it on, you at least get to pick your resting place.
Dawn (crazed)

Her body contracts as she is wrapped in a lengths of wood, transforming into the mouth-covered Vertigo. She presses into his face.

Do you know what I can do when I just sense a car speeding outside?

One races by the window of the shop.


A number of papers hit the ground down the aisle. Dawn looks up to see Ben. His eyes are wide open and his mouth gaping. He holds his hands out still like the folder of papers in his hands hadn’t already ended up all over the floor.

They simply eye each other.

Dawn swallows, in the hope that Ben didn’t see her transform and that he just arrived.

Vertigo (faking a deeper voice)

He begins to walk to her, as if in a daze, with his hands still out.

Stay away, Tennyson.

He keeps going. When he reaches her, he simply kneels down to their level.

Ben (eyebrows curled in complete bewilderment)
Alphaline, disable Self-Destruct Mode.

Her Omnitrix clicks.

He needs to be punished!
Stop this! Tell me why, Mercedes!

She gulps again, reverting to her human form and backpedaling to the wall.

Ben (teardrops building, mouth quivering)
Dawn (genuinely)
I’m sorry, I’m sorry, I’m so sorry.

She turns and runs for the exit, smacking into the door. Becoming Streak, she cuts a portal and goes right through. It closes behind her. Ben raises the Omnitrix up to his face, intending to relay a message, but instead speaks to Azmuth first.

Ben (still crying)
You knew!
Benjamin, there are many things I’ve known, but this, I swear to you, I only just found out.
Then explain you two talking at Inf-1!
Well, I- that was when I found out.
And you said NOTHING! I-

He shakes as he speaks.

I walked in with her! I invited her here! I spoke with her like a friend!
She is your friend. And right now, your friend needs you.
Is she really? She seems capable of helping herself, too.

[Dawn’s headquarters, outside Bellwood: Starhavoc bounces into the room through the sewers. Landing in the room, she reverts to human and tosses her helmet off, showing her broken skin to Dr. Animo and Darkstar. Darkstar instantly rushes to her side as she paces through the room.]

What happened? I know it’s bad.
Dawn (voice still masked)
We’re on plan B. Animo?

She turns to the doctor, who sits there in plain awe.

Dr. Animo
You’re but a girl…

Dawn walks over and punches Animo’s face into the grates below.

Get up. Now. Darkstar-
Don’t we need him?
Dr. Animo (picking himself off of the floor, cupping the back of his own head)
You do.
You’ll be fine, you baby. Darkstar, you’re up.
Up for what? You’ve never explained plan B. You just said plan A – which I can only imagine stood for Azmuth because that’s the only thing that mattered. It was never much of a plan.

Dawn eyes him, bunching up her lips in anticipation of a tirade exiting her mouth.

You’re right.
I just don’t think- what?
Plan A never was a plan. It was get Azmuth, Azmuth saves me. And he can’t. He’s useless, as always. You, however, are plan B. I thought this one through a little bit more as the fallback. Your DNA is going to save me, and Animo’s going to be the one to help.
Dr. Animo
And what if I-?

Dawn revs up her fist.

Dr. Animo
-happily help you with that!
Then we’re in business.
What? I won’t let you do that. My DNA will corrupt you. You’ll need to feed – to feast on *people* and mana to simply subsist. Do you know how long it took me to get into even decently good shape again?

He tosses off his helmet. His face is rusted, but the “perfect” face he used to have is only a little less broken than Dawn’s own.

It is feast. Or die.

Her Alpha Omnitrix clicks again, signaling the home stretch of the Self-Destruct Mode.

I have *hours*.

Darkstar says nothing, crossing his arms.

Animo, prep him.

Animo walks over to a table and begins lining his tools up.

I don’t like this.
You like me, don’t you?

His face, revealed, blushes a bit.

I- Yes, we make good friends!
Then, help me-

She disables her voice masking.

Dawn (in her natural voice, quite raspily)
As my only friend.
Dr. Animo
I’m right here…
Dawn (emphasizing)
As my only friend.
I don’t see how this will save you from the explosion.
I’ll absorb the energy from it. Your powers are somewhat similar to Kevin Levin’s – I’m hoping this is something they’ll be capable of.
I really think you should just go to Tennyson and have him shut that thing off.
He knows.
She looks down.
One of the only people who still treated me like that girl back home… and now he knows.
That’s good, right? Maybe he won't kill you.
I don't know what he'll do. You should've seen his face… At the very least I'm going to end up in a Plumber prison.
Better than being dead.
Dr. Animo (fiddling with an empty syringe)
I'm ready.

He decouples a piece of his armor and slides off a glove. The same texture of his face is matched on his hand. He rolls up a sleeve. Patches of healed skin feature budding hair.

Are you sure you want to deal with the consequences here?
Dawn (as Animo approaches Darkstar)
It's my last hope. Even if he saved me, Azmuth said himself that I don't have much time anyways.

Darkstar inhales as Animo pinches some of his blood out. Dawn and the doctor observe a strange structure to the blood, mixing an array of colors with a human's healthy maroon.

Dr. Amino
Marvelous… Your mutation even shows in your blood. This will be fascinating to use.
On me.
Dr. Animo (half-hearted)
Yes, yes…
Mutation is… not the right word.

Animo pulls out the needle and brings it over to a microscope and a table of other tools. He extracts a drop onto a pad for close-up analysis.

If not a mutation, then what?
Dr. Animo

The doctor sighs as Dawn approaches her.

Dr. Animo
Mr. Star-
Darkstar (pinching his eyes in annoyance)
Do you think my first name is Dark? And can I get bandage or something for this?
Dr. Animo
We can’t use this.
Dr. Animo
Darkstar is my name.
Dr. Animo
Fine. Darkstar, what did you say you were? An alien?
Partly. Some part. I don’t know; that’s all I have.
I didn’t know that.
Dr. Animo
I have decades in genetics and have never yet worked with something like this.
Will that be a problem? Because I jumped through hoops, ruined a Senator’s life and all, to get you –knowing you’ve crossed DNA straight from out of an Omnitrix.
Dr. Animo
How flattering. But I knew exactly what DNA I was dealing with then, though. And you can’t compare that marvel of engineering the same as this broken set of molecules. Boy, I have no idea how you’ve made it this far.
Determination? Rugged good looks?

Dawn bumps her the back of her fist into a pipe.

Stop joking around! Animo, can you do it or not?
Dr. Animo
Possibly. I’m going to need time to splice things apart.
Dawn (showing her Omnitrix arm)
I don’t have time.
Dr. Animo
It could help if I knew what you were.
I told you; I don’t know anything.
Are you serious? What about your parents? You said you used to live in a mansion.

Darkstar swallows.

I’d rather not go back there.

The powerful caw of an eagle echoes through the sewers surrounding this underground hidey-hole.

What was-?

A sizeable eagle, coated in a fiery red color scheme and wrapped in its 6-foot tall wings, shoots through a sewer tunnel, covered in dirty water. It unfolds mid-air, prominently revealing an Omnitrix badge on its forehead.

Bird Alien (squawking)

He flaps his wings heavily, and out from within them extends a long chain link that seeks Darkstar. He stands there, stunned, pulled away from the attack at the last moment into a portal that shuts afterward.

The bird alien lands and looks at Animo.

Bird Alien (accidentally cooing mid-sentence)
Where’d they go?

[The Morningstar Manor: Around the side of the mansion, Dawn’s Streak pulls Darkstar through a rift that shuts behind him.]

Darkstar (panicked)
No, no, no. I can’t be here. What about P and R?

The heavy metal step of one of the androids is heard. One walks up to Darkstar, having previously been hidden in a local bush.

P, good! Where’s R?

P looks to Dawn.

Where’s R?
Dawn Streak
I could only grab you guys so quickly. Now-

She transforms into the fox-like alien, Slyt, a Spartisan based on a member of Omega Squad. They don a simple gray button-up with its collar pointed up. She spawns a single ink soldier, who stands by this side wall, then grabs Darkstar’s hand and plunges it through the soldier, covering much of his hand in ink. She then puts his hand against the wall, pointing out her index finger.

Dawn Slyt
Draw out the layout of the building so I know where to teleport to.
This is ridiculous.
Dawn Slyt
You know I waste more time whenever I transform, right?

Darkstar rolls his eyes, beginning to sloppily box in the floors of the building. Meanwhile, Dawn gets into cover to look around the corner of the building, spotting multiple Plumbers guarding the front entrance.

Dawn Slyt
Why is there heat here?
The Plumbers own this place.
Dawn Slyt
I thought you said your parents owned it.

Darkstar glances away, refusing to meet her eyes. He dips his hand back into the ink soldier to wet his dry hand.

Android P
What have you been saying about this place, Michael?
Dawn Slyt
He prefers-
It’s fine. And nothing, P. I’ve said nothing. Here, Dawn, look.

She reverts to human and glances the layout.

Excellent. I’ll-
Darkstar (gripping her arm)
I really don’t think you’re going to find anything in here.

Dawn twists her Omnitrix into Scan Mode, denoted by the yellow coloration of the once-purple black hole badge. A beam shoots from the device and tracks Darkstar from head-to-toe. Her Alphaline Omnitrix beeps.

An actual error message would be nice, but from what I can gather, this thing can’t even tell what you are. I need to know; it might be my only key.
And what happens after you know? The only person we knew who could maybe do this in time probably just got captured by Tennyson.
What time is it?
Excuse me?

She continues to look at him. He rolls his eyes before pulling out an old flip phone.

About 2 in the afternoon.
P, what time is it?
Android P
It’s 2:13pm.
And when did I get back to our little hideaway?
Android P
So Tennyson got from his grandpa’s shop in Bellwood to us in less than ten minutes. You know what tells me? He didn’t skip a beat – he didn’t tell anyone about what’s going on. He and Azmuth bickered for a minute, for some reason he got a new alien, and then Azmuth probably provided my location which he got from my pulses.
Wait, you knew he had our location and didn’t tell us?
Oh, pipe down. We were safe.
Not all of us!

The rattling of guns is heard behind them. Darkstar looks around to the Plumbers previously gathered about 100 feet away now standing right there. Dawn, however, refuses to reveal her face to them.

Plumber 36A (holding a two-handed aim of a Ulam K83)
Put your hands where we can see them.
Plumber 36B (aiming a small Ulam taser)
And no funny business, Morningstar.

Dawn transforms into Streak.

Plumber 36B
Oh, Ben, we’re so sorry!

The third Plumber in the group fires a blast. The K83 shot goes through Streak and into a portal opened in front of her. The exit point is right behind that Plumber, nailing them in the back, immobilizing them.

Plumber 36A
It’s Daw-

Dawn’s Streak turns around and grabs them by the throat, clutching them tightly. They briefly stare into the soulless, pupil-less eyes of the Vigitelican, as Plumber 36B unleashes a taser blast on them that deals no damage. Instead, the volts transfer to Plumber 36A, knocking them out. Dawn throws that body at the hair-brained 36B.

Darkstar walks over and drains them dry.

Dawn Streak (to 36B, the last one breathing)
His name is Darkstar.

Part II

[Inside the Manor, at a basement level, is an expanse of tech – featuring walls of screens and a number of pieces of tech. Pods to contain androids are empty. The muffled sound of people grunting is heard. It gets louder and louder until an entryway opens, letting in the last grunt from Plumber 36D being punted by Android P.]

Darkstar (stepping in behind P)
I don’t see why we didn’t just teleport in.

They step in the room single-file, with Dawn at the tail.

Your map wasn’t to scale.
My bad for not having the exact square footage of this place.
Android P

Dawn looks to P.

Why didn’t I ask you?

P shrugs.

Dawn proceeds into the room and begins messing with the array of buttons littered around the many displays.

Darkstar, in the meantime, look to P.

Any message from R?

P shakes their head.

If the Plumbers get him back-
Darkstar. Robot. Get over here.
Darkstar (stepping over)
Remember that we’re doing you a favor.
So far I’m having to do a lot more work than I thought because you don’t know what you are.
And how is that my fault?!
Android P
Yes, it ought to be your parents’.

Dawn gasps, her eyes widening.

Dawn (to Darkstar)
Your parents! Where are they? Did the Plumbers capture them before taking this place?
I don’t know where my parents are. I haven’t seen them since I was a kid.
That’s… I’m sorry.
Whatever they did, it got them ripped away. They didn’t deserve to be parents. The androids were all I needed.
Android P
Aw, thank you, Michael!
Dawn (pressing P)
So, you raised him, then? What is he?
Android P
When the Plumbers put us with him, they did not deem us privy to that information. All we needed to know was that this child needed people like us.
So neither of you knows anything?
Android P
Dexter and Lola. We know their names.

Dawn turns around to the displays, paying mind to the combined image they make of “Access Denied.”

That may be enough. Can you log into this thing?

P reveals a panel on his chest with a classic red-circle Plumber badge in the center.

Android P (stepping up to the computer)
I’ll try.

At the desk, a visual scan commences. A low double beep denies their access. P turns around to Dawn, who’s looking the other way.

Android P
No good, I’m sorry.

Dawn ignores this, stepping over to the Plumber body in the doorway. She turns it over and grabs a modern Plumber’s badge off their chest, then kicks the body out into the hallway so the automatic door can close properly.

At the desk, the scan completes properly.

A menagerie of different windows pop open on the screen, with many dedicated to images of DNA sequences. One partially hidden window has an image of Dexter and Lola Morningstar with Michael as a newborn. Dexter’s hair is a zany, bright orange that contorts in every direction. His thick glasses are a heavy prescription, and he wears a lab coat with brown pants. Lola also wears a lab coat, but she misses the glasses and wears black pants. Her deep black hair is more tame, up in a bun behind a long face.

Darkstar looks away from the screen.

There’s too much to parse in here.

She whips out the badge and taps it. A holographic map shows a distant blip on its way.

And I can’t verify it’s Tennyson, but someone’s coming.
Android P (chest panel still open)
Allow me to try something.

Several prehensile wires escape from underneath the panel. The android’s eyes glow yellow as the wires mash through buttons on the keyboard, quickly scanning through all of the data available on the screen.

The wires zip back into the chest panel.

Android P
My word… No wonder they were taken away.

Dawn becomes Streak, affixing the Plumber’s badge to just below their own black hole-Alphaline Omnitrix symbol. She cuts a rift into the air and pushes Darkstar and P through. Before she goes, with her sharp fingers, she cuts through all the displays in the room and the central computer, then escapes into the rift.

[The interior of a massive Plumber vessel: This ship that carried at least a dozen Plumbers is empty, save a knocked-out pilot. Dawn's rift in the cockpit spits her out in front of Darkstar and P, who hover over a holographic region map.]

Dawn, did you just put us in a ship that's right in the mansions backyard? If this blip is Tennyson, he's on us already!
Yes, because our friend here is going to fly.

P raises his hands.

Android P
And what makes you think I can fly?
Dawn (approaching the controls)
Fine, I’ll figure it out. Tell me where they’re keeping Dexter and Lola Morningstar.
Android P

P looks to Darkstar, then looks over and says something to him. Whatever P says, Darkstar shakes his head and shoos the android off in response.

Android P
We're not going with you.

Dawn steams.

Android P
I'll give you the coordinates, but that's as far as we take it.
You don't want to see your parents, Darkstar?
Not slightly interested.

P steps up to Dawn, taking her stolen Plumber badge then copying the destination onto the navigation.

Android P
Get a move on.

Dawn looks at the coordinates.

I don't have a grasp on traveling through space. I’ve still only ever left the planet unintentionally.

Dawn’s eyes plead with Darkstar’s.

That’s not our problem. Let us out.
Darkstar, what happened between you and them?

He looks her in the eyes. In the reflection of her irises, he sees his own dark memories flow, so he shuts his own eyes.

Darkstar (reopening his eyes)
I should ask what happened between you and your family that you don’t even want to see them when you might die today.
Dawn (no longer making eye contact)
They don’t want a monster like me.
You’re not a monster.

His hands glow black.

You don’t know what that word means. You don’t know what that word comes with.
Android P
Hey, hey, guys, we don’t need to gatekeep being monsters-
Dawn and Darkstar (in unison)
Shut up!

The ship shakes with the weight of something dropping on top. The loud cry of Ben’s eagle transformation Fetterwing enters the air.

P runs over to the controls.

Android P
Everybody, strap in!
Dawn (running to a seat)
I thought you said you don’t know how to fly!
Android P (pressing random buttons)
I don’t!

The ship powers on. A heads-up display covers the front windshield, including such information as the presence of Ben on the roof. Rolling their hand over an orb and then smacking it, P locks in a destination. As the engine whirs up and the landing gear can be heard folding inward, footsteps along the roof culminate in a burst of green light and Frisbit hugging the windshield.

He tosses his frisbee through the window, cracking the middle. It latches onto P, who is remotely disabled by Frisbit thanks to his Vena Contra Plug add-on. P shakes and cries out as they are shut down.

Mercedes, end this!

He leaps into the hole in the windshield, slightly cracking it open more. He recalls his frisbee to himself.

Darkstar (looking to the disabled P)
Did you do the same to the other bot that was with Animo?

Ben’s Frisbit merely glares at him before tossing his disc at Mercedes, using its homing feature to hurl his body at the frisbee and by extension, Mercedes. She transforms into Brawnoceros, who in her use takes on a slightly bulkier body than Ben’s alongside two extra fixed horns on either side of her jaw. She braces, then fires her horn straight at Frisbit’s disc with intent to destroy it, but he stops his homing so that he falls to the floor instead. He pulls his disc in as well.

Darkstar interjects, blasting Ben.

I asked you a question, Tennyson.

Frisbit reverts to Fetterwing, who sends out two dueling chain links from either wing, each directed at Dawn and Darkstar. He struggles to reel Dawn’s Brawnoceros in, but can easily lock her arms while grabbing Darkstar and flinging him at her.

End this!
Dawn Brawnoceros
With pleasure.

Dawn, mirroring Ben’s previous form, becomes Frisbit. Tossing her frisbee at the ship’s controls, she’s able to maneuver the hatch to open beneath the back of the spacious cockpit. Now easier to trap between his chains, Dawn’s Frisbit is immobilized, so she becomes Vertigo.

Nothing close by is moving enough for that to be useful!

Vertigo chuckles, looking out of the windshield as the group coasts through the atmosphere into space. With one quick shift, she throws all the forces of the ship’s movement into Fetterwing, launching him out of the ship’s hatch and back down to Earth while bringing the ship to a sudden halt. On the way out, Fetterwing loses his grip on Darkstar.

As he is flung down to Earth and heat picks up, he switches to Combustiball, attempting to counteract all the forces Dawn’s Vertigo had applied to him by combusting in bursts to reverse direction. This is nearly ineffective, as he continues to hurtle towards the ground. Just before reaching it however, he comes up with a daring plan.

His Omnitrix glows.

[Sploosh. A massive explosion of an impact into a river. A capsized boat loses its two navigators, who have fallen into the depths of this body of water. In those same depths, something squid-like detaches its limbs, and as it does this, the old ones explode, bursting him upward while new ones regenerate. He grabs the two men from the ship and repeats this sea combustion method to get back up.

This clearly alien squid flips the boat back over and replaces them in the boat, patting them down as though that will somehow dry their clothing. Ben, reverting to human, nervously rubs the back of his head as he apologizes.]

[Back on the stolen Plumber ship: Acting in the moment to save Darkstar – already knocked out from the lack of oxygen – from dying, she becomes Frisbit, closes the hatch again, and then becomes Wildvine with which she is able to cover the gap in the windshield for the time being. She holds tightly onto him while generating oxygen for him to breathe.

Dawn Wildvine (feeling the air forces impact her face)
Next stop-

She feels the ship picking up speed yet again as she eyes the orb-based controls.

The Morningstars.

[Plumber Academy 2814, Deep Space: Magister Hulka stands in front of an array of displays. A lower-level Plumber points to a blip approaching the academy – the blip itself shows as an Omnitrix symbol.]

What in the-?

The station rattles, and an alarm begins to blare.

[Upstairs, where the impact occurred: The hijacked Plumber ship, or what’s left of it, is in fiery pieces. It crashed through a giant window pane, which has already been sealed. We pan down to the floor, where black goo follows a trail of small pieces of metal and tech that run down a hallway and through a completely destroyed doorway. Down the hallway, the lights are out but growls and screams can be heard down the way.]

Lock it down, now!

Students walking through the massive room watch as hard shells replace the windows of the space academy.

Cadets, to your rooms!

Hulka looks to the Appoplexian teacher that brought the students along.

Get me Ben Tennyson.
Teacher 36A (apoplectic)

[Into the darkened hallway, the dim gleam of Dawn’s Omnitrix badge is just enough to illuminate her upper body as well as the length of papery skin that wraps Android P onto her back.]


Growls and shrieks are heard alongside destruction farther down the pitch black hallway.

Dawnmummy (to herself)
What have you turned into?

Ports of light shine through glass on a pair of doorways.

Smash, right through them, revealing the messy form Darkstar has adopted. Pitch-black, thick tendrils, talons, and sharp protrusions make up his ten feet mass of a ball, rolling around. The room they have entered, where he wreaks more havoc, is filled with defenseless researchers. It is massive, but at the very center, the focus of all the research hovers inside of strong protection: a pentagonal purple gem housed in a silver border.

The monster that was once Darkstar charges it and bangs on it. Unable to destroy it, he keeps trying with no visible progress to be made.

Okay then…

She turns to a researcher then grabs them.

Where are Dexter and Lola Morningstar?
Alien Researcher 36A
We can’t- we need them safe.
Oh, we’re negotiating now?

She opens up her stomach, revealing a rough around the edges, corrosive gem at her core. The energy it radiates quickly weakens the researcher and makes their flesh burn.

Alien Researcher 36A
Okay! OKAY! They’re in there!

Dawn raises a brow, only to see a single doorway the researcher points to towards the left. She closes up her stomach, dropping the researcher, and races towards there, where a gray-skinned humanoid alien in futuristic lab wear chooses to block her.

Whatever the cost.

She pushes through the doorway, only to find some transparent material – something significantly stronger and more advanced than glass – housing two humans in an E-shaped museum exhibit. One’s shiny white head turns its face up, broken glasses visible on his long, sharp-chinned face.

Dawn (reverted to human)
Dexter Morningstar, tell me what you did to your son.

Part III

[The roar of the transformed Darkstar erupts in the other room, joined by screams from researchers cowering behind desks.]

Dexter (in a sharp, sinister, shrill voice)
I don’t have any sons.

Dawn races up to the glass, where the light shines keenly on her deteriorating face.

Dexter (pressing up against the glass)

Dangling upside-down from a faux-tree in one of the prongs of the E is Lola Morningstar, with scraggly redhead and a tattered black-and-white vertically striped jumpsuit. One eye remains shut as she opens the other.

Come take a look at this one.

She swings to the top of her tree then drops off in a snowflake-formation into the fake leaves below. She crawls her way to the center adjacent Dexter, keeping a half-meter’s distance from him.

Lola (similarly unhinged to her counterpart)
Small. Broken.

Dawn punches the glass.

Do you like it? It’s well built to keep us in and everything else out. All shaped like a little museum exhibit, too.
Yeah, because you’re relics. And like relics, you will tell me about the past. Tell me what you did.
What are you? His mate? Come to deal with the “trauma”? We made him perfect.
I could give a damn about him personally.
Lola (each eye opening and closing independently)
Lies to herself.

Dawn steps back. She becomes Dawnmummy again, using her sheets to remove Android P from her back, laying him on the ground gently. When she looks back up to Dexter and Lola, with the intent of transforming again, they are intently pressed against the glass.

How have you done that?!
The power. Transforms.
Oh, you like that?

She becomes Dreadsense, and with her otherworldly arachnid legs, she tears through the protective glass – which, like most walls of invincibility in the galaxy, is designed by Azmuth, with the one caveat of being vulnerable to beings from other galaxies, such as Dreadsense.

She stabs one leg each into the shoulders of each Morningstar, pressing them up against the back wall of their chamber.

Dawn Dreadsense
Tell me what you did to him!
Dexter (cupping what part of his shoulder is not impacted by the blade-like Dreadsense leg)
To whom?
Dawn Dreadsense
Android P (writhing on the ground, struggling to raise a hand)
Lola (almost completely unfazed by the pain)
Dexter (tightly)
Lucky number 19… Android, you know, don’t you?

P’s arms drop to its side again, but they nod along.

Dawn Dreadsense
Stop talking to the droid, talk to me!

Dexter lets out one dry “hah.”

Are you here to save him?
Dawn Dreadsense
I couldn’t care less about him. I just want whatever you did to him done to me.
You should care more. If he destroys that gem, he’ll never be able to turn back to normal.

Dawn quickly turns her head to face the direction of Darkstar’s screams.

Or who knows? We haven’t destroyed it before. But I did make you look.

Dawn presses her Feermodnum legs deeper into each Morningstar’s shoulder. Dexter grunts, but Lola is still unfazed.

Android, what’s your name?
Android P
P… 16. I take it there were more of you.

A distant roar is heard in the opposite direction of Darkstar.

Oh, it’s angry.
Dawn Dreadsense (looking down)
Tennyson… no.

Dawn looks to the couple.

Dawn Dreadsense
Tell me what you did to him!
Did to him? We gave him the gift of life!
Dawn Dreadsense
I get it; you’re his parents! Tell me how he has powers.
Oh, you don’t even know the basics! No, no, we did not give birth to him. We made him.
Test tube.
We tried and failed 18 times… he was our lucky success. Others might find it funny, but it was an accident on our journey that we discovered how perfect hybrids.
Dawn Dreadsense
On your journey to what?

The room shakes and the roar of an alien of Ben’s is heard again.

Half of the Anur System is gone, extinct, from infighting. The Plumbers didn’t care – don’t care – because the System didn’t kowtow to the Plumbers’ demands. We don’t care about them either, but that DNA is useful.
Don’t be rude. You didn’t have to help if you didn’t want to.
We turned years of wonder about what one could do with the powers of the hallowed - the mythical - Lord Transyl and turned them into reality. Our success story, lucky number 19, is a blend of all of the extinct beings in the Anur System. Look at what a gift we gave the galaxy: perfect hybrids. And all thanks to some old bones the rest of the Plumbers told us wouldn’t be sanctioned as a part of our research. Isn’t it funny they put us in a little museum?

Just outside the door of this room, the burst of an Omnitrix transformation. In response, Dawn pulls away from the exhibit-esque holding cell and becomes a lanky gray humanoid alien, with no defining features. The Omnitrix beeps as their speech is filtered through it.

Gray Alien (through Omnitrix, somewhat muffled, in a voice deeper than Mercedes)
What is this…? I don’t have time. Dexter, tell me how to get myself those powers.

Dexter, wrapping his shoulder in a piece of cloth torn off of his pants, merely chuckles.

You’re created with it, or born without. If we could’ve just given ourselves the powers, we would have. Our guinea pigs-
Plumbers or not, they were guinea pigs. They didn’t make it. We almost died just building 19’s controls into our bodies.
Gray Alien
His controls?

A green shard shoots through the door. Dawn’s gray alien instantly throws her arms up to protect her face in an X-shape. Regardless, the shard shoots right through. Dexter, pressing against the glass to observe what follows, steps back. The shard merely bounces off of the glass, though.

More shots come into the room, as Dawn’s gray alien collpses onto the floor. Her Omnitrix badge, and its black hole icon, gradually loses its luster. Bursting through the doorway is Diamondhead. In the background, researchers run away to the other area of the Academy, as Darkstar’s howls can still be heard.

Dawn’s alien rises back up to its feet, grinning. A rock-hard pair of thick cuffs, running from the alien’s wrist down their forearm, adorns the alien on its second coming.

Gray Alien (admiring her stone-black cuffs)
This thing… can’t die?

Their Omnitrix badge lights back up, as Diamondhead shoots another set of crystals. This time, when Dawn blocks with her wrists, however, the diamonds are reflected directly back at Diamondhead, who’s caught off guard and hit right in the arm with it.

Diamondhead (stopping his tracks, pulling the returned crystal out and dropping it)
Cool trick, Wonder Woman, but the jig is up.

He establishes a wall of diamond around the exit door, trapping both of them in the room.

Gray Alien
I’ve got nothing to live for, Ben.
Alphaline, disable Self-Destruct Mode!

Her Omnitrix whirs. Instantly, it clicks, appending an extra concentric orange ring. Self-destruct is still coming. Diamondhead gasps.

Gray Alien
You did this.
That, in particular? Yeah. Everything that led up to it? No. Mercedes-
Gray Alien (running up to him, reflecting oncoming shards)
Don’t call me that!
Lola (eyes wide, ignoring her bleeding shoulder)
Diamondhead and Gray Alien (in unison)
Diamondhead (blasting Dawn)
How strong is that alien?
Gray Alien (closing the gap)
The weakest. But hardened by battle. She’s a blank slate till then.

Diamondhead extends a thick, strong, spiked diamond arm straight through the alien’s stomach. Dawn is stopped in her tracks, staring down. Diamondhead holds her up to the ceiling.

Blankslate would be a pretty good name for that.

She falls in two pieces to the floor. Her Omnitrix again powers down. He walks over to the gray alien’s – Blankslate’s – lifeless body, at which point, her two pieces join back together, this time with diamond-proof armor at her stomach.

What the-?

She leaps up and slams her similarly diamond-proof wrist cuffs into his head, chipping a piece of the diamond body off.

I can save you!
Blankslate/Gray Alien (hitting him again)

She hits his chin, cracking his jaw off. He tries to speak but merely mumbles.

Dexter, tell me what the gem does!

She turns around to him.

Or you’re next.
His name is Michael!
Is that the name the Plumbers gave it when they took our work away? Fine.

Diamondhead transforms into Alkamine, who initially starts with a window in his jaw peering into his mouth and throat, but he regenerates it quickly.

“Michael” can’t keep a human form without that. If it destroys the gem, we don’t know what’ll happen. We had changed it to human before they took him from us – that’s why it was stuck like that.
Stop calling him an “it.”
Dexter (sighing)
We tried to change *him* into this form, but we were too far away. Only we were able to control the gem – but they ripped out the controls we built into our bodies. There’s no way to safely change him back now.
No way to save me. And no way to save him. You’re truly useless.
Dexter (pointing to Blankslate’s back)
But at least I’m safe.

Dawn’s Blankslate finds herself contained in a neutralized gel sac from Alkamine.

You don’t want to toy with acid.

Dawn becomes Streak. Alkamine quickly begins to turn up the heat, acidifying his bubble. Streak struggles to drag her fingers to open her portal, so after just barely cutting some open, she becomes Starhavoc, creating tiny explosions that produce gaps in the acid. Unable to close up the holes from outside of the bubble, Alkamine is left with no choice but to run inside. In this sliver of time while he slithers over, Dawn becomes Streak once more and teleports out of the room.

[Back in the main room of the research lab, the amalgam Darkstar continues to claw at the pod containing the gem. Streak arrives behind him, a good enough distance away that his wild tentacles don’t knock him away.]

Dawn Streak

He howls.

Dawn Streak
Howl twice if you can hear me!

He lets one howl then one much louder.

Dawn Streak
I’m going to get you help.

He unleashes one furious blow at the pod with the gem.

Dawn starts to cut a portal open but keeps pulling upward, levitating up, to create one large enough for Darkstar’s new form.

Diamondhead comes bursting right through the doors, hands aimed at Dawn and Darkstar.

This has to stop!

He becomes Dreadsense.

I’m sorry.

His eyes glow, as Darkstar and Dawn each stop in their places. He begins to approach them, but Dawn’s Streak is quick to recuperate. Dreadsense stops in his tracks, again gasping.

Dawn Streak (still building a sizeable rift)
One small thing about an alien built on fearmongering-

She puts a hand on Darkstar to pull him.

Dawn Streak
It’s not too useful when your reality’s already hell.

She starts tugging on Darkstar, only to realize he’s too heavy. Dreadsense grins.

I’m sorry, Dawn. But it looks like there’s still a worse future for him.

Streak lowers to the floor.

Are you ready to listen to me?
Dawn Streak
You really are here to help me?
Yes. Azmuth and I finally cracked it.

Dawn chuckles.

Dawn Streak
He couldn’t figure it out in all this time, and you expect me to believe he suddenly did?

She throws open a portal in front of Ben’s Dreadsense, putting him on edge. Afterward, she becomes Vertigo.

You almost had me.

Her latent portal closes.

No more moving ships out here for you to abuse your way out of here, Dawn. Please.

She backs up to Darkstar and leans against him.

None? Your count is off by one.

Dreadsense’s eyes curve like brows depressing one and raising the other. His eyes gape.

Wait, no!

[We pan to outside of the Academy, where several large jet boosters are planted at the base, keeping it in a constant cycle akin to a planet. The boosters all flicker off for a moment as the station goes into free float in space.

From this perspective, we can see the small blip of Vertigo and Darkstar’s amalgam form blasting at mach speeds back out through the hole they entered.

Less than fifty miles away from the station, with the Academy still fully in view, Darkstar gradually reverts back to human. Only shards of his armor are still present, leaving him completely unprotected in the absolute zero cold of space. He gradually loses speed, with Vertigo hanging out tightly to him. When he’s nearly stopped, she reverts to human. Protected head-to-toe by her armor, she just holds his hand as they coast.]

Dawn (eyeing Michael’s freezing face, chuckling)
You didn’t tell me those androids were your brothers and sisters. Would’ve been nice to know.


I’m sorry. You didn’t ask for this.

She taps her Omnitrix. It beeps.

Dawn (putting the back of her hand gently to Darkstar’s cheek)
Please. Give him this suit. I’m going to die anyways, but we can save him. We can do something good, for once.

The Omnitrix clicks, invoking the final concentric circle indicating imminent self-destruct.


She taps her helmet, collapsing it into her suit.

Then we both go. I’ve died enough times anyways…

The Omnitrix beeps – almost as if it was speaking, in a panic. Suddenly, bits and pieces of her armor from her arm and leg are reformed to cover Darkstar’s torso and head.

Dawn (already dozing from the lack of oxygen, unable to summon her helmet)
First time you’ve listened…

As she knocks out, she is yanked by a chain. From a windowsill outside the Academy, Fetterwing – in a Plumber suit as he can’t breathe in space – reels the two back in. He lays them flat, as the last puff of a breath exits Dawn. Fetterwing sighs.

I hope this works.

He becomes Frisbit, whose frisbee latches onto Dawn herself. It tinkers directly inside of her body, and very quickly, her skin begins to boil. The Alphaline Omnitrix, hissing, leaps off of her body. He pulls the frisbee off and becomes Healding, reviving Dawn and Darkstar. Then, using Alkamine, he puts bubbles over their heads to keep in whatever oxygen they have. He watches as the Omnitrix attempts to reattach to Dawn, but he quickly puts a bubble around all of her to keep her safe. It then goes for Darkstar but fails there as well.

It stops in the air.

You can give it up. Alpha.

The Omnitrix badge on the Alphaline loses its luster as a red, ghostly transparent humanoid jumps out.

It’s been a while, hasn’t it?
Yeah, he told me.

Dawn groans, her eyes flittering open to view Alpha’s spirit-esque presence.

You made her life hell.
I need a host. You know this. You could solve the problem.

A whip-like hand from the creature latches onto the Omnitrix. Like a wire, energy flows through it. But very quickly, Alpha is electrocuted.

Oh, yeah, Azmuth’s made some improvements. Even gave me some new aliens just to take care of you.
Alpha (gripping his withered, disabled arm)
I hate him…
Join the club.

He reverts to Frisbit. He tosses his frisbee, affixing it to Alpha.

Please. That child Rex had all the power, he could not even stop me. I’ll be back.
No, I don’t think you will.

Frisbit’s frisbee pricks into Alpha’s body, tapping into every last nanite powering him.

Good night, Alpha.

Frying every nanite, Alpha is reduced to disconnected dust. Frisbit looks down to Dawn.

I told you we had a plan.

They catch each other’s eyes, revealing Dawn’s have changed – one is golden and the other violet.

Well, that’s new.

Dawn weakly reaches her hands out to the Alphaline, empty and floating. Frisbit grabs it.

Azmuth’s going to work on it. If we’re lucky, you’ll be back to using it soon. If you’re down.

Dawn grins, passing out again.

[Null Void Incarcecon: A staff-only backroom. The Warden has every Baron tasked with patrolling the halls of the prison in a lineup, their helmets in hand to reveal their various species faces.]

I’ve had enough of the self-sabotage. Our little break-in last week couldn’t have been done without a little assistance.

Holographic footage plays behind him of a Baron assisting the cowboy spider-resembling bounty hunter Spitshine safely exit the premises the day before.

This same Baron has been spotted several other times having asides with some of our highest-profile prisoners.

The footage shifts to the same Baron chatting with Vilgax through his bars.

I know your name. Step up right now. Show your friends here what kind of lily-liver slime you are. I’m giving you the boot either way.

All of the Barons look left and right to each other.


He reaches into the crowd and pulls a Baron out.

You’re going to be discharged, kid.
Baron 36A
What, no- I never did any of that.

The footage shifts to this precise Baron – in plain clothes – knocking out another, dragging them into a supply closet, and coming out with their armor. They go onto notice the camera and blast it off.

The viewers all gasp, except the Baron in question.

Baron 36A
That’s not me, I swear! I didn’t do that!
Let me guess, it’s one of the prisoners, right? The ones we put inhibitor collars on?
Baron 36A
I- I don’t know!

The warden chuckles, then snaps his fingers. Two high-ranked Barons, helmets on and wearing all-black, grab the accused out of the room.

The rest of you are dismissed, unless another one of you would like to share with the class.

Everyone shakes their head and straightens up. The warden walks out. We pan to one guard in particular, a woman of a blue whale-like species. She puts her helmet back on.

[V32: The very same whale Baron stops on her patrol at Vilgax’s cell.]

Baron 36B
It’s getting dangerous.
Do I know you?
Baron 36B
I had to switch bodies, Vilgax. C’mon. What’s the progress? Is Scarogus ready?
You must be mistaken, Baron.

The Baron turns fully to the cell and slides her weapon along the bars, drawing everyone’s attention. A couple of Barons across the room begin to make their way over.

Baron 36C (shouting from afar)
What’s going on over there?
Baron 36B (whispering to Vilgax)
It’s me. It’s Ben.
Ah, the meddling Tennyson from the future. Fine. Yes. He just informed me. He’s on his way.

The Baron nods, as the two others come over.

Baron 36C
Is everything alright?
Baron 36B
Oh, absolutely. You know those signs at the zoo that say “don’t touch the glass?” I always used to ignore those.

Baron 36B chuckles nervously. After a moment of questionable staring, Baron 36C joins the laughter.

Baron 36C
Yeah. A powerless Vilgax is kinda fun to play with.

This Baron begins to also make noise dragging his weapon along the prison bars, as Baron 36B – the future Ben using Ghostfreak to possess them – waves to Vilgax.



Dawn finally gets their wish - and outs their identity in the process. Now they must race against the clock to save themselves from certain demise.

Major Events

  • Ben learns Dawn is Mercedes.
  • Alpha is revealed as the power source and namesake of the Alphaline Omnitrix, which is destroyed.
  • Ben saves Dawn from her nanite-inflicted disease.
  • Darkstar's parents and background are revealed.

Assault Omnitrix Alien Debuts

Alphaline Omnitrix Alien Debuts


Aliens Used (by Ben)

Aliens Used (by Dawn)

Aliens Used (by Future Ben)

  • Ghostfreak (overwhelming Baron 37B)


  • Vertigo is not supposed to be able to speak, yet did early on when intimidating Azmuth.


  • This episode was originally titled Unmasked.
  • The preview for this episode, unlike past previews, is the combination of two separate excerpts (like a trailer) rather than one contiguous scene.
  • In the preview, Brawnoceros was used by Dawn to intimidate Azmuth. She was swapped in the final cut of the episode to Vertigo.
  • Originally, Ben was going to use Vertigo to save himself from crash-landing on the ground. This was changed last-minute to Suctionrupt and him maneuvering toward water, mostly to maintain Vertigo as a Dawn-exclusive alien.
  • This episode had the quickest release cycle of any second run episodes of the series so far, and excluding the time between the previous episode and this one, the shortest release cycle of the series at-large since Infernosphere.
Created by COLOR
Alien Universe (BTAU - BiA - SiC) - Clad in Darkness - Benjection - DC's Hero of Heroes
Episodes and Shorts of Back in Action: Alien Universe
Season 1 Infernosphere - Limited - Magikfest - No Strings Attached - The Sea's the Limit - Hit and Miss - Dial Z for Zombified - Ten Plus Twenty - Happily Never Happened - Missing Link - New Girl - Revelation - Man in the Stone Mirror - Threat or Menace - The Alternative - Why Am I Here? - Love Stuck - Ultimate Solution - Overcoming Adversaries - Ledger Recon - Welcome to Chronospect - Prelude of the Unleashed - Ben 10: Alien Universe Unleashed
Season 2 Meet the Replacements - Hooking Up With the K's - The Armaggedroid - Fate of the Helpers - Madame Regle - Leaked - Shades of Dawn - Foreverlasting - Can't Trust the Weather, Man - Plight of Pinocchio - Maximum Slumber - Dusk - Escalation - Malevolence - Never Set in Stone
Season 3 Adrift - Marooned - Hall of Mirrors - Benjamin's Island - Skeletons - ...Enjoy Such Liberty - Welcome to Omnitropolis - Time is of the Essence
Shorts Meet the Fans - Operation Pyros - Moira's Presents - Clock Worked - Unity Broker - Why Did the Chicken Cross the Road? - Azmuth's Plumbing - Zennith, Creator of the Omnitrix - The Great Tram Robbery
Unique Aliens in Back in Action: Alien Universe
First used by Super Ben (Assault Omnitrix) Obsorber - Nigester - Plastikitee - Anos - Streak - Bugbite - Muckslide - Autosassin - Ultimate Upchuck - Clinger - Healding - Alkamine - Brawnoceros - Combustiball - Cardstruct - Dreadsense - Frisbit - Koldiak - Plasmodic - Seismix - Wavelength - Warrock - Fetterwing - Suctionrupt
Majestic Forms TBD
First used by Dawn (Alphaline Omnitrix) Vertigo - Starhavoc - Slyt - Blankslate
First used by Future Ben Atomhammer - Ultimate Brainstorm
Characters in Back in Action: Alien Universe
10 Squad Ben Tennyson - Gwen Tennyson - Kevin Levin - Julie Yamamoto - Chelsey Tennyson - Max Tennyson - Cooper Daniels - Ken
Villains Future Ben - Thep Khufan Commander - Scarogus - Dawn - Vilgax - Albedo - Malevolence - Darkstar - Sii - Elena Validus - Dr. Animo - Cyanne - Mistress - Hurricane Vance - Project Inferno - Nightcaster II - Clancy - Metalink
Supporting Characters Professor Paradox - Azmuth - Charmcaster - Eunice - Verdona - Rex - Sir George
Other Timelines/Possible Futures Gwen 20 - Upgrade Ben - Altrazon - Jennifer-Mercedes Tennyson
Groups Second Gynurans (Eli Griswold - Aion) - Omega Squad - Plumbers (Karin Frikton - Io) - Thep Khufan Armada - Board of Galvan
Others Chili - Moira Yourouguaduan