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This is the Second Episode of Ben 10: Ultra Force.

Ben 10: Ultra Force
Season 1, Episode 2
Air date May 29, 2012
Written by DyloxX
Directed by DyloxX
Episode Guide
What IF?
The Bigger Story


Outside Bellwood - Highway
Night - 10:00 P.M.

The scene is black then it fades in with Ben and Kevin chasing someone in their own cars and that someone is Sevenseven Flying with his jetpack. He’s going so fast that is impossible to keep up with him. Kevin is shooting at Sevenseven with a standard issue plumber hand gun, but he is missing every shot, and Ben is trying to transform but the Ultimatrix is in charged mode.

(Kevin picks up plumber badge): How long till you can transform, Tennyson!?!

(Ben): I’m trying, but I really drained it out badly this time.

Sevenseven hits a boost and starts to get further away from Ben and Kevin.

(Kevin): No!! We’re going to lose him!

Then a black blur passes Ben’s and Kevin’s cars and its reveal to be Diego in a high tech motorcycle . As Diego starts to get close to Sevenseven, he hits a button which propels the motorcycle into the air, while he is in the air Diego shoots a lightning bolt to Sevenseven’s jetpack. Sevenseven starts to fall in zigzag. Kevin arrives to where Sevenseven crash, and Sevenseven is about to standup when Kevin tackles him to the ground, wrestles with him, and after a while Kevin works his way around Sevenseven to put him plumber handcuffs. Diego then descends on his motorcycle to where Kevin and Ben are.

(Ben suspicious tone): nice ride.

(Kevin suspicious tone): that’s no alien tech, where did you got it from?

(Diego somewhat nervous): oh, you know help from someone here, and someone there, is not important, (gets on motorcycle) anyways aren’t we supposed to meet Gwen at this “Mr. Smoothy” place? let’s go.

Diego takes off and the camera changes to Kevin and Ben, they have a very serious expression in their face, then the screen goes black and the THEME SONG plays.

Mr. Smoothie
Evening - 11:00 P.M.

The scene opens with Diego, Gwen, Kevin and Ben drinking smoothies in one of the tables, Ben and Kevin are looking at Diego very suspiciously, but Diego is just looking with a blank stare at the sky, then Gwen finally breaks the silence.

(Gwen): so…how was the Sevenseven persecution.

(Ben): it went great, thanks to Diego’s ride.

(Kevin to Diego): when you said you knew people, who were you referring to?

(Diego): well you know people who I know and that—

A cell phone begins to ring, and it happens to be Diego’s, he pulls it out of his pocket. The cell phone has the same structure design as the motorcycle. Diego answers the phone and his passive expression changes to a more serious one.

(Diego): hello?...yeah…yeah…alright, I’m going over there now (hangs up) hey…guys I hate to leave but I have a situation that I need to take care of.

And before anybody could ask him questions he took off in his motorcycle.

(Ben): Gwen can you track him.

(Gwen confused): wait…why?

(Kevin): he is being acting somewhat suspicious the last 2 weeks.

(Gwen): what’s that supposed to mean?

(Kevin) open your eyes, Gwen. Isn’t a little weird that a guy from another dimensionthat came without money or identity has a high tech motorcycle, phone, and a utility belt all of sudden.

(Ben): and ever since he decided to stay here, he hasn’t told where he is living, or what he is doing to pay his rent, he says he knows people, not to mention that his behavior it’s been a little off since we met him.

(Gwen trying to ignore them): Maybe, he is one of those people that make friends really easy, and maybe people are kind enough to hand him a hand.

(Ben): Gwen, come on!! No one is that lucky, what if he is stealing? Or what about if he is not who he say he is?

(Gwen annoyed): That is a very grave accusation, since when do you guys make accusations without evidence.

(Kevin) and since when did you become so naïve? Look at the facts, and piece it together, something fishy is going on.

(Gwen): count me out, I’m not taking any part of this.

(Ben): fine! (Goes to his car) let’s go Kevin.

Kevin looks at Gwen with a serious face for a moment then joins Ben in his car.

(Kevin): now what? How are we going to find him without Gwen?

(Ben): we don’t need her. I put a tracking device in his motorcycle just in case.

(Kevin): although Gwen is right, we need some evidence before we incriminate someone.

(Ben): I know we’ll just keep an eye on him for now.

They follow the tracking device with the holo-map, but when they got there they only found the motorcycle in the parking lot, but no sign of Diego.

Suddenly they spot Diego going into an alley. They follow him as discretely as possible, Diego stop in the middle of the alley and pulled his cell phone again.

(Diego on phone):…Yeah don’t worry they don’t suspect anything….…yep, it was easier than I thought…..…well, lets get this over with before bad sportsmanship builds up………yeah, and it will be all yours to dominate with!

And hangs up.

Kevin and Ben were hidden hearing the whole thing, they were about to engage but Diego teleport himself away.

(Ben): OK, that’s it he is defenely up to something!

(Kevin): No time to get Gwen, Let’s see if we can find something in his motorcycle that might lead to where he is now.

Night - 12:00 A.M.

The camera changes to Diego talking to a group of rich people, while he was holding what it look like an engine of a racing car.

(Diego): this is the best workman-ship you’ll ever see gentleman. The fastest, strongest, and efficient piece of machinery ever created made of a—

He stops because he sees a massive green flash in the distance through the window; he then closes his eyes and uses his super hearing to listen.

(Man’s voice 1): HELP HELP HELP!!


(Female’s voice) NO, PLEASE N—(GRR)

(Diego): fellows, we will need to postpone this meeting, and re-schedule it for tomorrow.

He gets out of the building and goes to the source of the light, by doing super jumps, he arrives to a military facility, then he approaches with caution and from behind a corner he sees an ampere but he knew it was Ben for the Ultimatrix faceplate in the chest.

(AmpFibian): where is the molecular disintegrator?!

(Soldier): wh-why are you doing this?

(AmpFibian): last chance, tell me, now!

(Soldier) forget it!

(AmpFibian): if you insist.

Then as he is about to electrocute the soldier, Diego punches ampere making him stumble and realizing the soldier.

(Diego): what do you think you are doing?!

(AmpFibian): Out of my way boy!

Shoots a lighting to Diego but it has no effect on him.

(Diego): thanks for the boost.

Diego proceeds to take a nearby desk and throws it at AmpFibian, but he counters attacks with an electric wave, which launches the desk and Diego across the room. Then Diego shoots a ball made out of Voltage to AmpFibian but it has no effect on him.

(AmpFibian): I’m done here anyways, what I want isn’t here.

He slams the Ultimatrix and transforms into Bigchill.

(Bigchill): I could fight you, but I just don’t have the time.

He goes intangible and escapes, Diego angry slams the floor and causes cracks to form. Then he walks to the semiconscious soldier.

(Diego): tell me what you know, why he attacked you for?

(Soldier): he...kept demanding…for our…prototype weapon.

(Diego): which is…?

But he passes out before he could say anything else. (Diego): great.

Military Facility
Night - 1:00 A.M.

Then the scene fades in with Kevin and Ben in their cars arriving to the military facility that was just attacked, but is one hour later after Diego and the ampere fought. Kevin and Ben see the cops, fireman, destruction, and some smoke coming from the building, they stop 15 yards away and get out of their cars.

(Kevin): According to Bio-sync tracker system, which I uploaded to my car from Diego’s ride, it says that the last high lecture of him using his powers was here.

(Ben): A military facility? I will not be surprise if he wasn’t looking for weapons.

They close-in, into the scene.

(Kevin): what happened here?

(Police Officer): something attacked the facility, we are not sure what. We interrogated the victims and they said that something that seem to create electricity at will attack them, but that sound like none sense I mean, electric creatures?

(Ben): what was so important, that will make anyone attack a military facility.

(Police officer): yeah, like I’ll tell you that, please keep moving.

Kevin and Ben pretended to go away but as soon as nobody was looking Ben went Bigchill and entered the crime scene. He saw scorched walls and a room were a fight obviously took place. Ben though, Diego fighting the soldiers and the soldiers trying to protect themselves, then he went to some computers and transform into brainstorm.

(Brainstorm): Brainstorm!!

And with his super intelligence, he accessed some top classified files, and saw schematics, data, and information on a new prototype weapon in development which was under the name of “Molecular Disintegrator Mark II.”

Bigchill enter Kevin’s car and detransforms.

(Ben): we need to find him and stop him, but we may need Gwen’s help, lets call her and then show her the evidence.

Kevin tries to call Gwen through the cell phone but the intercepting message always says, “I'm sorry; the number you have reached is not in service, or temporarily disconnected” he tried 7 times but the same happened each time.

(Kevin): I have a bad feeling about this and if Diego is responsible, he’ll wish he was never born.

Bellwood - Gwen's House
Night - 12:55 A.M

The scene changes to Gwen in her bed with her laptop doing homework and Diego is right outside of her window, this is before Kevin makes the call. Diego seems like he is ready to attack but then stops and thinks.

(Diego in his thoughts): Wait, what am I doing? Think this through, I can either A) fight her for a while and then try to interrogate her to find out If she knows what Ben is up to, because I’m assuming she is a accomplice OR B) just read her mind from where I am, without alert her about my presence and make this, way more easy and faster....yeah lets go with option B.

And as he read her thoughts he notices that she knows nothing about Ben attacking innocents, as a matter of fact she only knows and beliefs that Ben is a good person that only helps people. Without hesitating he breaks into the room through the window.

(Gwen): AHH!!! (Eyes and hands glow with mana) what are you doing?

(Diego): I’m sorry for entering your room like that, but I think Ben has lost his mind really bad. Where is Kevin?

(Gwen confused): Kevin is with Ben, but what are you talking about?

(Diego): man! this is not good.

(Gwen): Diego tell me what’s happening, now! That an order!

(Diego): I can tell you OR I can show you.

And he pushes a button is his belt and a video recording projects from his belt’s buckle into the wall, and the video is where Ben was attacking the soldier and Diego fought him for a moment. After Gwen saw the whole thing she seems to be shocked.

(Diego): I don’t know what is happening, nor why Ben is doing this but we need to do something about it, do you know anything that could tell me why Ben is doing this?

Gwen started to remember the last conversation she had with Ben and Kevin.

(Gwen): well Kevin and Ben say something about spying you, because you seem suspicious, but the way they put it wasn’t really what they were trying to mean.

(Diego): alright, they are looking for me, and Ben just attacked a military facility…could he have been looking for weapons…? But his watch is a weapon? Maybe I should go back to the facility.

(Gwen): I'll go with you, there is something that doesn’t fit and I’m going to find out what it is.

(Diego): that’s two of us.

(Gwen): I’ll turn off my phone and badge just in case.

(Diego): ok, grab my shoulder and hold on to your stomach. I’m going to teleport us to the facility but the teleport effect could be a little jumpy.

Gwen grabs Diego’s shoulder and in an instant they are teleported to the facility.

Military Facility
Night - 1:15 A.M.

(Diego): stay here. now there are cops, and detectives around the place, I’ll sneak inside and I’ll find out what was in this place, ok?

(Gwen): ok. And I will try to find anything out of the ordinary around here

Diego makes his body vibrates, goes invisible and enters the facility, he goes to one of the computers and with his electric powers he is able to pass the fire walls, and security systems. He finds out that the facility was holding an experimental weapon called “Molecular Disintegrator Mark II.” No description of what it does. (but by the name it should be assume what it does) but due to recent break-ins, the weapon was move to a holding facility well guard…well guard against humans. Gwen is standing in the middle of the road and suddenly Diego appears.

(Diego): ok, they move the weapon all the way across the country, if Ben is looking for it, then we need to go there now.

(Gwen) we should be able to ambush him, if he hasn’t got there yet.

Diego teleport himself and Gwen directly to the safe where the weapon was being hold, but a brainstorm was there already, just few inches from reaching the weapon.

(Diego): OH NO!

(Gwen): Ben! What are you doing?!

(Brainstorm): you again? And I see you are being accompanied by Gwen.

Next brainstorm begins to absorb Diego’s electricity leaving him in his regular human form.

(Gwen): stop that!

Gwen grabs brainstorm with mana and launches him to another room through a metallic wall causing some dust to form around the area.

(Gwen): I’m going after him!

(Diego in his knees, and holding his chest with his right hand): No, Gwen wait!

Then Gwen disappears in the dust while going after brainstorm. The camera focus on Gwen coughing in the middle of the dust and out of nowhere a yellow lighting struck her sending her out the window and she is falling from 25th floor.

Holding Facility
Night - 1:05 A.M.

The scene changes to Ben and Kevin 10 minutes prior Diego and Gwen teleporting to the holding facility.

(Kevin): so now what, Tennyson? We have no idea where he is now, the bio tracking systems hasn’t show any readings, Gwen is missing, and we have no clue of where to go next.

(Ben): don’t be so sure, when I was checking the facility’s main computer, I find out that the prototype weapon was move to a holding facility, which means that Diego didn’t got it the first time he attacked. so now he will try to attack on the other facility.

(Kevin): where is it at, then?

The scene changes to the outside of the rust bucket 3 disappearing from the cameras visual field. Then reappearing closing in to the holding facility. Then the camera changes to the inside of the rust bucket showing Kevin close to some computers flashing red all of sudden.

(Kevin): wow…I just got a high reading of Diego using his powers (Kevin points) and its coming from that building.

(Ben): that’s not good.

They land and get out sprinting towards the building then they see the explosion on floor 25th, seconds later they see Gwen being push out from the dust and now she is falling towards the concrete.

(Kevin): Gwen!

He runs towards Gwen and cashes her before she hits the ground.

(Gwen): Diego…… (and passes out)

(Kevin whispering): Gwen.

Ben transform into Jetray.

(Jetray): Jetray! Stay here with Gwen, Diego is mine.

He flies into the 25th floor and transforms into brainstorm.

(Brainstorm): Brainstorm!

The camera changes to Diego very weak trying to hold the Molecular Disintegrator, Brainstorm comes from behind and he is about to shot a lighting when Diego turns around and aims at Ben.

(Brainstorm): Put the gun down!

(Diego): You detransform first!

Then an Armodrillo breaks through the wall and stands between Diego and Brainstorm.

(Armodrillo): I had enough of these distractions!

Then Armodrillo punches the ground starts to pump his Jackhammer and break the floor and everyone falls two floors down. Diego is in supine position on the floor then he sits, he is still holding the weapon. Armodrillo is walking towards him; Diego tries to fire the weapon at Armodrillo but is doesn’t fire.

(Diego): Ben shoots me with a lighting!

(Brainstorm in the ground weak): what…?

(Diego): do it!

And Ben shoots a lighting ray to Diego then he runs towards Armodrillo with super speed, slides between his legs, grabs brainstorm and jumps off the building through the opening, and very forcedly he lands in the ground.

(Kevin): YOU!!!

(Diego): Kevin, there no time, let’s get in the plane and get out of here, before—

But then Armodrillo emerges from the ground beneath them.

(Armodrillo to Diego): give me the weapon!!

(Diego): no, who are you?!

(Kevin): what happening?!

Armodrillo send a shockwave through the ground and it hits both Diego and Ben. Kevin absorbs some concrete and hit Armodrillo in the back of his head and he stumbles forward and turns around, Diego then shoots him with lighting, then Cannonbolt hits him in the side, Gwen semiconscious of the situation hit him with mana right in the face (Gwen finally passes out). Armodrillo find himself surrounded.

(Diego to Armodrillo): you are obviously not Ben, who are you?

(Kevin): Albedo, a Galvan trapped in a duplicate of Ben’s body, and he is constantly seeking revenge on us.

(Armodrillo): *laughs* not even close Levin.

Slams Ultimatrix plate and detransforms, and it is reveal to be a dark looking version of Gwen with a grey Ultimatrix.

This dark version of Gwen named Gabrielle shoots lighting to Kevin, then mana to Ben, Diego charges against her, but she absorbs concrete and punches Diego back.

(Gabrielle to Diego):mi nombre es Gabrielle, por cierto. Déjame decirte algo, si te cruzas en mi camino de nuevo, ten voy a terminar...permanentemente.

Then she teleports herself the same way Diego does. And before anything else happens, Diego destroys the weapon. One hour later they are all in Kevin’s garage barely waking up. Diego walks towards Ben.

(Diego): Hey Ben I think I own you an apology, I though you attacked that military facility because that girlwas using you Amperi form. Sorry”

(Ben): she used AmpFibian to attack the facility, huh? Well I own you an apology as well, not only I though you attacked the facility but I thought you were stealing other stuff as well.

(Diego): it ok, a little of mistrust doesn’t kill anybody.

(Kevin): ok, you didn’t attack the facility, but that doesn’t explain where you get the motorcycle from or how you have all these gadgets all of sudden.

(Ben): yeah, and that misleading conversation you had in the alley.

(Diego narrator): *sigh* ok! You see (FLASKBACK STARTS) few hours after I decided to stay, Zak my friend contact me again.

Bellwood - Cyber Cafe
Morning - 9:00 A.M.

A portal opens in front of Flashback Diego.

(Diego Narrator):Zak knew that I defenely will need a place to stay on my own, but without an identity or money that will be impossible to achieve in my current state.

(Flashback Zak): ok, I’ll hack into the government main data base, and I will create fake social security, fake medical records, fakes school information and so on.

(Flashback Diego): But I still don’t have money, and really don’t want you to open a bank account out of the blue and just put in money in it, that’s illegal…well the creating identity is illegal as well…but…that’s…Understandable.

(Flashback Zak): hmm…

(Diego Narrator):then I came up with the idea to get some of my stuff from my home earth and sell it here.

(Flashback Diego): Zak, I got it. Send me ten of my best sport cars, the ones that don’t have the high tech integrated in them.

(Flashback Zak): But you won’t be able to sell them, because when you sell a car. people expect car papers coming with it, and those papers are not legit cause they were never processed in that dimension company.

(Flashback Diego): That’s why I will sell them peace by peace.


(Diego Narrator): I knew that people were not going care for papers or even a receipt in a single peace or metal, so I started to hold these Biddings with professional racing business men and women after I did some promotion and demonstrations inside the industry, And about the conversation in the alley…


Bellwood - Random Alley
Evening - 11:20 P.M.

The same scene when Diego have the conversation in the alley through the phone.

(Racing Business Man): so are we good? Do you think my racing rivals knows about this meeting

(Flashback Diego): Yeah, don’t worry, they don’t suspect anything.

(Racing Business Man): so you were able to postpone their meeting.

(Flashback Diego): yep, it was easier than I thought.

(Racing Business Man): But for some reason I think he suspects that we are holding a private session.

(Flashback Diego): well, let’s get this over with before bad sportsmanship builds up.

(Racing Business Man): I can’t wait to integrate that sweet engine in my car.

(Flashback Diego): yeah in it will be all yours to dominate with!


(Kevin): well, we are sorry we mistrust you.

(Diego): don’t worry about it. Well I’ll better get some rest, its being a long day.

Diego exits the garage.

(Ben): but one question still remains, who was that girl that we encounter in the holding facility?

(Kevin): one thing is for sure, she looked like she possessed all of our powers

(Ben): yeah?

Ben’s phone begins to ring, and he answers.

(Ben): hello?

(Diego’s voice through the speaker): umm…Ben…by causality, do you know why my ride has a massive hole in the main control panel? It looks like someone just ripped the data unit with his bare hands.

Ben turns to Kevin

(Ben): Kevin?

(Kevin): hey when I said that I uploaded Diego’s Bio-sync Tracker from the motorcycle to my car, I didn’t say it was easy.

Scene changes a very dark office looking room, and there is a figure sit in on a chair in the shadows, and the figure is holding 4 files with Diego, Gwen, Kevin, and Ben names in them.




Recurring Characters[]

  • Zak (Flash back voice only)


Aliens Used[]


  • Chromastone
  • Brainstorm (2X)
  • Bigchill
  • Jetray
  • Canonnbolt


  • AmpFibian
  • Bigchill
  • Brainstorm
  • Armodrillo

Major Events[]

  • Gabrielle is introduced


There is spanish in the Episode

Writers Notes[]

  • I really though I could have done better on this one

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