Ben 10 Fan Fiction Wiki
Ben 10 Fan Fiction Wiki
Ben 10: Omnitrix Unlimited
Season 2, Episode 15
Air date 13/4/2014
Written by Ultra3000
Directed by Ultra3000
Episode Guide
Ben 10: Across the 23rd Dimension
Lights Out


We are in a dark alley. The ground is wet, implying it had rained. We hear footsteps and then a man running down the street, clearly afraid. He turns around and sees Darkstar, who tries to catch him with dark energy lassos, but fails.

(Man, breathing heavily): Wh-What do you want from me?

(Darkstar): Your precious life force. Surrender, or face a painful death.

(Man): You are insane!

He runs again, but this time Darkstar grabs his leg with a lasso and drags him closer to him. The man screams.

(Darkstar): Now, where were we?

He touches him and starts absorbing him. The man's skin turns on a grayish color and his body becomes frail. Suddenly, Darkstar grabs his stomach and falls down in pain, letting the man free. After gaining some of his strength, he quickly runs away.

(Darkstar): No...this too weak for me... I need mana!

Nearly unconscious, he attempts to get hold of something, but falls down. The camera does a close up on his mask, where his eyes slowely begin to close. Out of a blue, he gets struck by an electric blast. A black aura is created around him, that fades afterwards.

(Darkstar, getting up): What the-?

(Unknown Voice): Boid, I told you to put the gun into medium mode.

Two figures step out of the shadows, revealing to be the Vreedle Brothers.

(Rhomboid): But I like to blow things up!

(Darkstar): The so called Vreedle Brothers. What are two scums like you doing on Earth?

(Rhomboid): Octagon, he insulted us!

Octagon slaps Rhomboid.

(Octagon): 'Course he did. We are the baddest bounty hunters in the Galaxy. Lemme do the talking.

(Rhomboid, rubbing his head): Fine.

(Darkstar): What do you want?

(Octagon): Recently, some villains of Ben Tennyson have put their differences aside to form a team.

(Rhomboid): You better join or I will blow you up!

(Octagon): Boid!

(Darkstar): I work alone. You're wasting your time.

He prepares to fly off.

(Octagon): Wait. If yer help us, you can have Tennyson's cousin.

(Darkstar, with dramatic music on the background): I'm listening.

We go to Plumbers' Headquarters, where Ben, Gwen, Kevin and Max are looking at a holographic screen, while Rook is typing on a computer.

(Kevin): What are we looking at exactly?

(Max): This screen shows all active Plumber Kids. It will be easy to contact them.

(Gwen): Ben, Paradox said that I can't be a member of your team. It's not that I don't want to.

(Ben): He also said that he needs you for something special. Rook, how are things going?

(Rook): Most Plumber Kids have answered negative, due to being on duty. I will do another request.

(Ben): No. Tell me which ones are available.

(Rook): Only Alan, Ben-Dude.

(Max): Alan is one of the best Plumbers, Ben.

(Ben): I know. Teleport him here.

Rook presses a green button and Alan, in his Pyronite form, gets teleported in Plumbers' HQ from a telepod.

(Alan): Hi guys! Um, what's the emergency?

(Gwen): Ben wants to know if you could be a part of a new team he is making.

(Alan): Me? Wow! Thanks!

(Ben): Welcome to...we need a name for the team.

(Kevin): How about The Galactic Losers?

(Ben): Cut it out, Kevin.

(Kevin): I hate people telling me what to do.

(Ben): Oh yeah? Well, better get used to it, because I am the leader!

(Alan): Guys...

Ben and Kevin look each other with an angry look.

(Max): That's not team spirit, kids. Focus.

(Rook): Magister Tennyson is correct. If we argue about insignificant matters, we will be officially 'losers'.

(Kevin): I am not working with him.

(Ben): And neither do I.

Gwen grabs the two of them with mana ropes and sticks them to the nearby wall.

(Gwen): Guys, please, solve this out. Your negative energy hurts me.

(Ben): Sorry Gwen, but I won't stay near him for any longer.

He transforms.

(Chromastone): Chromastone!

He absorbs the mana rope and flies away.

(Gwen): Sorry you had to see this, Alan.

(Alan): It was awkward, but I've seen worse.

(Kevin): Will you put me down already?

Gwen makes the mana rope disappear and Kevin falls down with his butt.

(Rook): I believe that was unecessary.

(Max): Ben will come to his senses sooner or later. We should work on finding more available Plumbers.

We go in Undertown, where Ben is in human form and wanders around.

(Ben, thinking): I should have solved the problem with Kevin earlier. Now, it has just gotten worse.

He walks past the Hot Spot. He turns his head and sees Ester for a brief moment, who runs with tears in her face.

(Ben): Great. Now I have no girlfriend either.

He walks for a while longer and notices a building with lockets on all doors.

(Ben): Weird. Let's have a look inside.

He grabs a rock and throws it at the locket. The rock instantly vaporizes.

(Ben): Nasty. But he should be no problem for-

He transforms.

(Electrohacker): -Electrohacker!

He shoots a green beam from his hand, that destroys all lockets. The front door opens.

(Electrohacker): Here we go.

He enters the building. We go to a secret room, where the Vreedle Brothers, Darkstar, Zombozo, Sublimino, Fistrick and Mr. Baumann (!) are sitting around a round table.

(Rhomboid): Ben Tennyson has entered the building. Let's go blow him up!

(Octagon): 'Boid, we don't blow things up yet!

(Darkstar): When you said about a team, Vreedle, I didn't expect those D-listers.

(Sublimino): I am no D-lister. I am the mighty Sublimino!

(Zombozo): Who wants a smile on his face?

Everyone steps away from him.

(Zombozo): I was joking. Ha ha ha!

(Fistrick, to Mr. Baumman): Hey, bro, didn't I try to rob you a couple of weeks ago?

(Mr. Baumann, frowning): Yes, yes you did.

(Unknown): Silence! I called you here for a reason! Destroy Ben Tennyson!

(Darkstar): You might as well show up.

The figure comes out of the shadows and is revealed to be Dr. Animo.

(Rhomboid): Hey, Octagon, it's Dr. Animo!

(Octagon): You don't say, 'Boid. You don't say...

(Fistrick): So what's the deal, bro?

(Dr. Animo): I, Aloysius James Animo, called all of you here to end this so-called hero!

(Sublimino): Let's start already!

(Dr. Animo): Have a little patience, Sublimino.

He takes out a remote control from his pocket and presses a button, which activates the cameras. One of them shows Electrohacker moving some old boxes out of the way.

(Mr. Baumann): What's the point of this? We knew Tennyson was here anyway.

(Dr. Animo): I have installed some traps in this house. We only have to activate them and Tennyson will be history.

(Darkstar, standing up): If I don't have lovely Gwen afterwards, you can count me out.

(Dr. Animo): Don't worry. Now please sit down.

(Zombozo): Pity. I wanted to beat him to death. Mwa ha ha ha!

(Dr. Animo): You can play with his dead body if you wish.

(Sublimino): And what about his watch? I thought you wanted it, Animo.

(Dr. Animo): I do. But, we will have to take him out first.

He throws the remote on the table.

(Dr. Animo): Come on gentlemen. Finish him, once and for all!

They all try to grab the remote, but Fistrick quickly takes it and presses a blue button. In the meantime, Electrohacker cleans the dust from his arms.

(Electrohacker): This place is so boring! Not even one alien tech weapon! I wasted my time for nothing.

He prepares to leave, but the candelier falls from the ceiling and crushes him, smashing the floor (it is wooden). We see a green flash and Spidermonkey climbing out of the pit.

(Spidermonkey): This can't be an accident.

Suddenly, he is blasted by energy to a wall. The Vreedle Brothers arrive, holding big alien guns.

(Octagon, as Spidermonkey falls to the ground: Howdy do, Ben 10.

(Rhomboid): Give us the pleasure of destroyin' you

Spidermonkey gets up.

(Spidermonkey): Don't think so", Vreedledee and Vreedledumb.

(Rhomboid): Don't you call Octagon dumb!

(Octagon): I thinks he was referrin' to you.

(Rhomboid): Let me blow him up good!

He powers up his gun, and Spidermonkey transforms.

(Chromastone, absorbing the energy coming out of Rhomboid's gun): Chromastone!

(Rhomboid): Octagon, he ain't blowin' up!

Chromastone redirects the blast at Rhomboid, who falls down.

(Chromastone): I thought I had conviced you guys to become Plumbers...again.

(Octagon): These clones were killed in battle. We is the current set.

(Rhomboid): And I'll blow you up real good!

(Chromastone): No, you won't.

He shoots an energy blast at both of them, which encases their legs in crystal.

(Chromastone): Piece of cake.

Suddenly, Chromastone gets blasted by a missile, that sends him flying, breaking the ceiling and landing on one of Undertown's streets. Aliens run away terrified.

(Chromastone, getting up): Never...saying...that...again!

Fistrick, in a power armor, jumps out of the building.

(Fistrick): Whazzup, bro?

(Chromastone): You and the Vreedles? Together?

(Fistrick): You ask too many questions, bro.

He shoots an energy beam from his hand, but Chromastone absorbs it and redirects it back to him.

(Chromastone): You ran out of luck. Because Chromastone will-

He reverts back to Ben.

(Ben): C'mon, Omnitrix 1.5!

All of a sudden, someone throws at him explosive balloons. The smoke clears out and is revealed to be Zombozo.

(Ben): Great. Who's next, Psyphon?

(Zombozo): He couldn't attend.

(Ben): Oh, okay.

He starts running away, avoiding several toys and missiles from Zombozo and Fistrick respectively. He quickly turns over a corner and hides in a candy store, which is owned by no other than Pakmar.

(Pakmar): Ben Tennyson! No, no, no! You stay away from Pakmar's business!

(Ben): Relax. Wait until my watch recharges, okay?

(Pakmar): No. You leave now!

(Ben, angry): Wait for just a sec, dude!

There is a moment of awkward silence between them.

(Ben): Um, sorry about that.

(Pakmar, pushing him outside): Okay, okay. Now leave before you ruin my-

A missile hits the store, destroying the upper half or it.

(Pakmar, furious): Argh! Get out, now!

(Ben): No need to repeat yourself.

He runs out and activates the Omnitrix 1.5.

(Ben): Omnitrix 1.5, report battery status.

(Omnitrix 1.5): 45% recharged.

(Ben): Here we go.

He transforms.

(Ditto): Ditto!

He multiplies into 7 copies.

(Ditto 1): Okay, guys, let's split up.

(Ditto 4): Like we can do something else.

(Ditto 6): One of us should hide, so that we won't time out.

The other look at him, shocked.

(Ditto 6): I suppose I am the smart part, right?

(Ditto 7, sarcastically): And the most arrogant part.

(Ditto 3): I'll go hiding. Now hurry!

They run to separate ways. Ditto 3 goes up to Mr. Baumann's store.

(Ditto 3): Sorry Mr. Baumann, I'll leave right now.

(Mr. Baumann, revealing alien tech weapons): On the contrary, stay.

He shoots an energy blast, but Ditto 3 multiplies in time to avoid the attack.

(Ditto 8): I know you hate me, but come on!

(Mr. Baumann): I am sick and tired of your fake apologies. Now, you will suffer!

He throws smoke pellets. Ditto 8 runs away in time, but Ditto 3 coughs repeatedly and loses consciousness.

(Mr. Baumann): Finally, I'll get my revenge!

In the meantime, Ditto 5 is sitting on a bar and drinking a smoothy.

(Ditto 5, burping): Life is good. One more!

(Bartender): You have already drunk 10 of them!

(Ditto 5): I drink 50 for breakfast. Now give me more smoothies!

We go to Ditto 2, who is in the Hot Spot.

(Ditto 2, cleaning the sweat on his face): Whoo, boy, it is scorching hot here!

A Kraaho blocks his path.

(Kraaho): You are not welcomed here.

(Ditto 2): I just want to talk to Ester, okay?

(Kraaho): That's exactly the reason I shouldn't let you in.

(Ditto 2): I believe you don't understand. I-

Seebik, Lackno and a few other Kraahos appear.

(Ditto 2, frowning): Seebik.

(Seebik): Ben Tennyson. I think my guard already warned you.

(Ditto 2): I wish to speak to Ester, and since you're not the leader, I won't listen to you.

(Seebik, laughing): Fool! Young Ester was so hurt by your 'betrayal', that she quit!

(Ditto 2): Oh no. I-I didn't know...

(Seebik): That's right. You didn't.

(Lackno): Seebik, it's still cold in here...

(Ditto 2 and Seebik): We are having a conversation here!

(Ditto 2): Don't make me use force.

Ester walks slowly towards them, with tears in her face.

(Ester): How could you?

(Ditto 2): I only need ten minutes. Ten minutes.

(Ester, sniffing): Fine.

(Ditto 2): Look, I know you hate my guts now, but I wasn't the one who cheated on you. Julie cheated on me. There was a big misunderstanding. Can you forgive me? We don't need to be together if you want it that way.

(Ester): I forgive you. I guess it's partly my fault.

Ditto 2's Omnitrix 1.5 symbol beeps.

(Ditto 2): Uh-oh. See you later, Ester!

He runs past other places, merging with his other clones. He then finds Ditto 1 with Mr. Baumann.

(Ditto 1): Where's the third us?

Ditto 3 emerges from a wall.

(Ditto 3): Peeka-

He is forcibly merged with the other two clones, reverting back to Ben.

(Mr. Baumann): Aha! You're powerless now!

(Ben): Not completely.

He runs to a corner and taps his Omnitrix 1.5, sending an S.O.S. to his teammates.

(Ben): Guys, come to Undertown! Mr. Baumann's attacking me.

At the Plumbers' base, Gwen has just received Ben's S.0.S.

(Gwen): Did I hear right? Mr. Baumann's attacking Ben?

(Kevin): Hmph, that little squirt can't fend for himself.

(Gwen): I'm sure Ben has a good reason. Well, come om. Let's go help Ben.

Gwen and Rook get up and get ready to walk off.

(Gwen): Come on, Kevin.

(Kevin): No.

(Gwen): What? Why? What's up with you?

(Kevin): I said no.

(Gwen): Ugh. Fine. Come on, Rook. Let's go.

They leave. A little later, they reach Undertown and see Ben behind a wall, with Mr. Baumann towering above him.

(Mr. Baumann): Ha ha ha!

(Rook, as they approach them): It appears Ben was correct.

(Ben): Guys! You're here! Where's Kevin?

(Rook): Much to our chagrin, he is absent for this battle.

(Gwen): But don't worry. We have your back.

She creates a mana lasso, which she uses to grab Mr. Baumann's weapons and toss them aside.

(Mr. Baumann): Ergh! You teenagers need to be taught a lesson!

(Rook): We plead, Mr. Baumann. Please do not harm us nor Ben.

Darkstar arrives.

(Darkstar): The girl's mine, Baumann. Take the others.

(Gwen): Stay away from me, Darkstar.

(Darkstar): Come on, lovely Gwen. Pity me.

(Gwen): Why should I? You're a double-dealing energy vampire.

(Darkstar): I tried to be nice.

As he prepares to absorb Gwen's mana, she morphs into her Anodite form.

(Ben): Gwen, no! You have to revert! You'll-

(Gwen): -I got this.

She continuously blasts mana at Darkstar, but instead of absorbing it, he hits a wall. Gwen flies towards him and picks him up, rising to the air and dropping him down.

(Darkstar): Geez.

He gets up and absorbs her mana, but Gwen feels nothing.

(Darkstar): Yes! Yes!

Gwen absorbs all the energy from Darkstar. He falls to the ground. Gwen reverts back to her human form.

(Gwen): That was only a warning.

(Mr. Baumann): Ergh! Enough, Tennyson!

(Ben): Never would I have known that Mr. Baumann had evil in him.

(Mr. Baumann): I'm positively evil. My mission is to teach you a lesson.

(Ben): Whatever.

He transforms into Spitter. He spits goo at Mr. Baumann, pinning him to the ground.

(Mr. Baumann): Ergh! Ugh! Get me out of here!

(Rook): You will be turned over to the Plumbers.

(Mr. Baumann): What are they gonna do? Clog my sink?

(Gwen): Nope.

She takes out her Plumbers' badge and taps it.

(Gwen): Plumbers, come to these coordinates now. You need to arrest two-

She notices Darkstar is gone.

(Gwen): -one 'villain'.

During that time, Darkstar returns to his team's hideout, where Dr. Animo and Sublimino are sitting down.

(Dr. Animo): I take it you failed?

(Darkstar): Baumann failed. He was not much use. I was only beaten by the Anodite. She is powerful.

(Sublimino): That's all you have to tell us?

(Darkstar): The Osmosian isn't with Tennyson.

(Dr. Animo): Hm...Very interesting. Sublimino, you know what to do.

(Sublimino): You got it, boss.

He leaves the room.

(Dr. Animo): Are Fistrick and Zombozo still out there?

(Darkstar): I guess. I think I saw the Vreedles when I flew away.

We return to the streets of Undertown, where Fistrick is walking around. He presses a button in the suit's arm and a small map appears. A green dot keeps beeping.

(Fistrick, grinning): There you are...

He runs through some buildings and catches an alien who looks like The Worst. He turns him around and sees that he has a mustache and a shirt reading 'I Love Undertown'.

(Alien): Get your hands off me!

(Fistrick): Dang it!

He throws the alien down and runs to another street. We go to Zombozo, who has spotted Spitter and co., standing in a roof and holding a large cannon.

(Zombozo): Hee, hee, hee...We're going to have lots of fun.

He shoots a bomb at Spitter using the cannon. Spitter is thrown against a wall, reverting back to Ben.

(Ben): Ow. That hurt bad.

Zombozo jumps to the ground.

(Zombozo): Let's play!

(Rook): I do not feel comfortable playing with you.

(Zombozo): Too bad.

He throws an explosive on the ground. In the meantime, Dr. Animo, a large mutant porcupine and Sublimino enter Max's Plumbing, immediately running into the bathroom, taking the express elevator down to the base. Magister Pyke approaches them.

(Magister Pyke): How'd you get here?

(Dr. Animo): I've been imprisoned here before. I know my way around.

(Magister Pyke): And you think I'll let you get in just like that?

(Dr. Animo, grinning): No, I'll make you do it. Sublimino!

Sublimino takes out his pocket watch and moves it left and right. Magister Pyke stands still, with his eyes having red circles.

(Magister Pyke): What is your command, master?

(Sublimino): Take out all the Plumbers in the area. Try to be stealthy.

(Magister Pyke): As you wish, master.

He jumps on some pipes in the ceiling and crawls around the base, taking out the Plumbers he finds by shooting them with his laser gun. Max enters the computer room and one of the cameras shows Magister Pyke approaching Kevin. He jumps down on him from the ceiling.

(Kevin): Hey! What's going on?

Magister Pyke uses his sharp claws to scratch Kevin's chest.

(Kevin): Aaah!

Magister Pyke then grabs him and runs off. Later elsewhere in the base, Max is talking to Alan through a communicator.

(Max): Alan, I know you left recently, but we have a problem at Plumbers' HQ. Report ASAP.

(Alan, telporting in through the teleporter): What is it, Magister?

(Max): Magister Pyke has gone rogue and kidnapped Kevin. Follow him.

(Alan): With all due respect, sir, why didn't you go and stop him?

Suddenly, Dr. Animo, with his mutant porcupine, breaks through the glass and stands in front of them.

(Max): Animo.

(Dr. Animo): Tennyson.

(Alan): Why are you here, Animo?

(Dr. Animo): To ransack this potential base. F.A.I.L. shall be victorious!

(Max): What's F.A.I.L.?

Sublimino arrives.

(Sublimino): Nothing more than a powerful team of villains assembled to destroy all that stands in our way, which includes you!

Dr. Animo gestures for his mutant porcupine to attack. It shoots spikes from his back, but Alan burns them with a fireball.

(Max): Alan, go. I can handle them. That's an order.

Alan nods and flies away.

(Dr. Animo): You are a fool, Tennyson. This will be your demise.

In the meantime, Ben and co. are fighting Zombozo in Undertown, with Mr. Baumann already arrested. Ben activates the Omnitrix 1.5 and transforms.

(Armodrillo): Armodrillo!

He turns his hands into jackhammers and smashes them to the ground, creating shockwaves that cause Zombozo to fall down. Rook turns his Proto-Tool Mark 3 into a blaster and shoots a net out of it, trapping Zombozo in place.

(Armodrillo): Where are the others?

(Zombozo): Why would I tell you? He, he, he...

(Gwen): After all these years, he's still creepy.

(Rook, shifting his Proto-Tool back to normal): Allow me to handle this situation.

He grabs Zombozo and takes him a little further. He whispers something to him.

(Zombozo): Okay, okay, I'll talk!

(Gwen): What did he say?

(Armodrillo): You don't want to know..

(Zombozo): Sublimino and Animo are invading the Plumbers' base, while Darkstar is back at our lair. Fistrick and the Vreedles are somewhere else.

(Armodrillo): Rook, go back to the base and fight Animo and Sublimino. Gwen, you're with me. We gotta find Fistrick and the Vreedles.

(Rook): Should you not contact the Plumbers to arrest Zombozo?

(Gwen): You know you can just bring him back to the base, right?

(Rook): Indeed. How silly of me.

He presses a button on his Proto-Tool Mark 3. The Proto-TRUK in its truck form instantly arrives. Rook carries Zombozo and throws him at the passenger seat while entering the vehicle, closing the door and driving off.

(Armodrillo): Let's go.

They start running towards a landfill-like place. Armodrillo breaks through some small houses.

(Gwen): Um, Ben, a little more gentle with the buildings?

(Armodrillo, reverting): Oops. Sorry.

They reach their destination. They notice a long belt carrying some body parts for disposal.

(Gwen): That's disgusting!

(Ben): Let's hope Ma Vreedle's not here.

(Octagon): Ma's not here, but we are!

He and Rhomboid start blasting them, but Gwen blocks them with a mana shield.

(Gwen): How about turning into Humungousaur?

(Ben): Good idea.

He slaps the Omnitrix 1.5, transforming into Shellhead.

(Shellhead): Humungousaur! Oh, c'mon already!

(Octagon): Looks like you run outta luck!

(Rhomboid): I'll blow 'im up real good!

He takes his bazooka and fires. Shellhead hides in his shell. The missile hits him, but ricochets and hits Rhomboid instead. Octagon takes his dual blasters and blasts him. All the shots ricochet back at him. Gwen watches, surprised.

(Shellhead, sticking out of his shell): Did I just do that?

Gwen nods.

(Shellhead): Awesome!

Rhomboid throws two grenades, but they return to him, once they hit Shellhead's shell.

(Rhomboid): I don't like being blown-

Before he finishes his sentence, the grenades detonate and the two brothers are sent flying to the ceiling.

(Shellhead): All I need now is a name for this new guy. does Shellhead sound to you?

(Gwen): I guess I've heard worse names before.

Shellhead reverts back to Ben.

(Ben): I'll go find Michael. You take care of Fistrick.

(Gwen): Alright.

They split up. Ben reaches F.A.I.L.'s hideout and transforms into Scorch.

(Scorch): Another new alien? Cool!

He enters and creates a small fireball on his right hand to light the place. He looks at a mirror.

(Scorch): Meh. Heatblast rip-off.

He continues walking.

(Scorch): Alright, Mikey. Come out, come out, wherever you are!

He stops walking and looks around.

(Scorch): Apparently, Zombozo lied to us. Because I ain't seeing any-

All of a sudden, Darkstar jumps at him and touches his Omnitrix 1.5.

(Scorch): Get off!

He shoots a large fire blast from his back, which throws Darkstar to a wall. Scorch proceeds by blasting him with a flamethrower. However, Darkstar absorbs it and sends it back at him.

(Scorch): How did you-?

(Darkstar): Your 'flames' are made by pure energy. I haven't felt that good in ages!

Scorch creates a fire ring around him.

(Scorch): You won't go anywhere.

Darkstar simply walks out of the ring.

(Scorch): Seriously, Ben? I thought you were smarter than that.

He shoots a powerful dark energy beam, causing Scorch to back off a few meters.

(Scorch): Hey! That didn't hurt...much.

(Darkstar): Step aside, Tennyson. I will have lovely Gwen.

(Scorch): Yeah, not super cool with that.

He absorbs the heat from the room. Small ice shards cover Darkstar's armor.

(Darkstar): It will take more than that to defeat me!

He blasts the ceiling, causing part of it to crush Scorch.

(Scorch, struggling to get up): Twice in the same day..not good.

Darkstar starts absorbing him. Scorch withers and reverts back to Ben, who groans in pain.

(Darkstar): I knew I didn't need those pathetic villain 'wanna-be's.

(Ben, pointing at him): Be-behind you...

(Darkstar): How fool do you think I am to fall for that?

A fiery hand touches his shoulder. Darkstar turns around and sees Alan, who punches him in the face, melting part of his mask.

(Darkstar): Argh! You will pay for that!

He tries to shoot dark rays, but Alan grabs both of his hands and starts fusing the metal of his gauntlets into handcuffs. He then punches him once again, knocking him unconscious.

(Ben): Dude! That was fantastic!

(Alan, shifting back to human): Thanks.

(Ben): How did you find me?

(Alan): Through your Omnitrix, of course.

(Ben): Omnitrix 1.5.

(Alan): Whatever. You must come back to the Plumbers' base immediately. We are under attack from F.A.I.L.

(Ben): Who?

(Alan, sighing): Your Grandpa is in danger!

(Ben): Okay, okay.

He transforms.

(Stinkfly): Stinkfly!

(Alan): Why do you shout out the names of your aliens again?

(Stinkfly): It strikes fear into the hearts of my enemies.

(Alan, shifting into his Pyronite form): The only thing I feel is disgust. You smell awful!

(Stinkfly): Yeah, you're not the first one to say that to me.

They take off. In the meantime, Rook is just outside of Max's Plumbing. He points his Proto-Tool Mark 3 at Zombozo, gesturing for him to exit the vehicle. Zombozo does so.

(Rook): If you attempt to escape by any means, lowlife, you will have to fear more than imprisonment.

(Zombozo): I can't guarantee that! Ha ha ha!

(Rook): Remain silent.

They enter. Rook goes to the bathroom, where he finds the secret entrance damaged.

(Rook, turning at Zombozo): Stay here and do not move.

He jumps down and readies his Proto-Tool. He slowly crouches towards a corner and destroys the nearby camera. He hears some voices and hides in the shadows. He sees Magister Pyke carrying the unconscious Kevin.

(Rook, thinking): I must act at once!

He walks behind Pyke. The latter turns around and jumps at him.

(Rook): Magister Pyke! What is wrong with you?

(Magister Pyke, throwing Kevin aside): F.A.I.L. will be victorious!

(Rook): Not on my watch, as Ben would say.

He kicks him and shoots a net caster from his Proto-Tool. Pyke tears the net with his claws and bites Rook's right arm. Rook removes that part of his armor and throws his Proto-Tool as a boomerang, hitting Pyke from the back and knocking him unconscious. Rook walks towards Kevin.

(Rook, looking at Magister Pyke and Zombozo): I will have to take three trips, beginning with the clown.

He shifts his Proto-Tool Mark 3 into a blaster, shooting at the ground below him. He then shifts it into a grapple hook and grabs Zombozo, jumping all the way down, only to see Plumbers unconscious on the ground and Dr. Animo laughing hysterically with Sublimino by his side.

(Rook): Dr. James Aloysius Animo!

(Dr. Animo): You! What are you doing here? Ergh, it does not matter. Sublimino, hypnotize him.

(Sublimino, swinging his pocket watch): You are getting very sleepy.

Rook closes his eyes.

(Sublimino): Good.

(Dr. Animo): Now, where were we?

Rook runs towards Dr. Animo and kicks him to the ground.

(Sublimino): Impossible!

(Rook): Possible. I closed my eyes before your trance.

He takes out a smoke pellet from his utility belt and throws it to the ground.

(Sublimino, coughing): Can't see a thing!

Rook sneaks behind him and covers his mouth. Sublimino slowly becomes unconscious. Rook then grabs Animo.

(Rook): What have you done with Magister Tennyson?

(Dr. Animo): He's dead. I killed him.

Rook stares at him.

(Rook): You are lying.

(Dr. Animo): How are you so sure?

(Rook): Lowlifes like you always lie. Tell me about F.A.I.L.

(Dr. Animo): You'll have to worry about that later.

Rook turns around and sees the mutant porcupine, who charges at him and throws him down. Animo goes to Zombozo's side and frees him.

(Dr. Animo): Go free all the prisoners you can find.

Zombozo runs away on all fours.

(Dr. Animo, to Rook): Now, where were we?

We return to Undertown, where Gwen is searching for Fistrick. She takes out her Plumbers' Badge and points it to her ear.

(Gwen, to Ben): No sign of Fistrick yet, Ben. It's like he vanished.

(Stinkfly, with Alan): Keep looking. We have to stop these guys. Ben out.

Gwen puts her Plumbers' Badge back to her pocket. On a roof, Fistrick, wearing a gigantic armor, watches as she talks to some aliens.

(Fistrick): This is going to be easy.

His left gaunlet opens, revealing a small missile. He points it at Gwen's position. His mask's visor reads 'Target Locked' in red. He fires the missile, but Gwen turns around and strikes it with a mana blast.

(Fistrick): Dang it! She saw me.

He jumps down and tries to run, only for Gwen to restrain him with four mana lassos; two around his arms and two around his feet.

(Gwen): Took me long enough to find you.

(Fistrick): You'll have to defeat me first, bro!

He swings his arm, pulling Gwen closer to him and punches her. He then shoots a repulsor blast from his right hand, knocking her to a wall.

(Fistrick): You are weak, bro!

(Gwen): Apparently, you don't know how to talk to a lady!

She creates a big hammer and hits him with it. The armor shoulders open, revealing a minigun on the right shoulder and missiles on the left one and fires continuously. Gwen simply blocks his attack with a mana shield.

(Fistrick): Not fair, bro!

(Gwen): Will you stop with the 'bro' thing? It's getting annoying.

(Fistrick): I can't, bro. It's one of my things, bro.

Gwen sighs and shoots mana bolts. Fistrick dodges and smashes the ground, causing Gwen to fall down. He shoots an energy net, that traps Gwen.

(Fistrick): Well, that was easy.

Gwen absorbs the net and gives out a large mana blast, that shorts the armor out. Fistrick falls to his knees.

(Gwen): You shouldn't have underestimated me.

Meanwhile, Stinkfly and Alan reach Max's Plumbing. They both revert to their human forms. Ben activates the Omnitrix's 1.5 communicator.

(Ben): Grandpa, is everything alright? Grandpa, can you hear me? Grandpa!

(Alan): I have a bad feeling about this.

They storm in the store and go the bathroom, to see the entrance to the Plumbers' HQ damaged.

(Alan): What's the plan, Ben?

(Ben): We go stealthy.

He transforms.

(ChamAlien): ChamAlien!

He turns invisible and jumps down. Alan follows him right after.

(ChamAlien): Okay, we split up. I'll go check the prisoners' cells. You should go to the Control Center.

(Alan): Got it.

They part ways. ChamAlien runs to the prisoners' cells, to see Zombozo unlocking some of them. Vulkanus, another pair of Vreedle Brothers and Billy Billions are released.

(ChamAlien, thinking): Gotta stop him before we have an even worse outbreak than before.

(Billy Billions): So what's the deal, clown?

(Vulkanus): Yeah. Who's behind this?

(Zombozo): Does it really matter? You are free, go wreak havoc. Ha ha ha!

ChamAlien slowly walks behind Zombozo.

(Zombozo): By the way, nice of you to join us, Ben.

(ChamAlien, thinking): What?! How does he-

Zombozo turns around and kicks him, making him visible again.

(ChamAlien): Great. So much for stealth.

(Octagon): It's Tennyson! 'Boid, you know what to do!

(Rhomboid): Yeah, I'll blow 'im up real-

ChamAlien lunges at him and punches him.

(ChamAlien): Enough already!

(Billy Billions): You are surrounded, Tennyson.

(ChamAlien): Too bad your robot girlfriend isn't here to save you, Billy.

(Billy Billions): What? How dare you?

He runs at him, but ChamAlien simply tosses him aside.

(Billy Billions): Okay, that wasn't the smartest thing to do..

Vulkanus charges at him, but ChamAlien becomes invisible.

(Vulkanus): Huh? Where'd he go?

ChamAlien turns visible behind his back.

(ChamAlien): Right here, Babyman!

Vulkanus turns around, only to get hit by ChamAlien's fist. Octagon tries to grab a gun from an unconscious Plumber, but ChamAlien jumps in front of him and takes him out. However, Zombozo throws an explosive balloon at his face, blinding him.

(Zombozo): What's the matter, little lizard?

(ChamAlien): Time to get serious.

He pops out a stinger from his tail and stabs Zombozo, who instantly falls to the ground.

(Zombozo): I-I can't move!

(ChamAlien): Of course you can't. I paralyzed you. Don't worry, it's only temporary.

He takes the defeated villains, throws them back to their cells and then locks them.

(ChamAlien, to Zombozo): Tell me where my grandpa is.

(Zombozo): Animo has him. I suggest you hurry. Mwa ha ha!

ChamAlien turns invisible again and leaves the scene. Meanwhile, Alan is walking down a corridor.

(Alan): Everything is very quiet...too quiet in fact.

He shifts to his Pyronite form. He enters the Control Center, to see it completely damaged, with Plumbers lying everywhere, from the floor to the ceiling.

(Alan, to himself): Alright, Alan. Keep it together and don't freak out.

He approaches some Plumbers and tries to wake them up. Above him, someone is crawling towards him.

(Alan): I have that strange feeling that I'm being watched..

As he turns around, Magister Pyke lunges at him, making him back off and fall to a console, destroying it.

(Alan): Magister Pyke, it's me, Alan!

Pyke simply roars and scratches him, but Alan responds by shooting a flamethrower. Pyke screams in pain and falls to his knees, struggling to breathe.

(Alan): Magister, are you alright?

As he attempts to help him, Pyke bites his arm, but instantly lets go, since its on fire.

(Alan): Okay. No more Mr. Nice Heatblast!

He grabs him and throws him to a pipe, hitting his head. Pyke, dizzy, grabs his head.

(Magister Pyke): What happened? Where am I?

(Alan): He he. That actually worked.

(Magister Pyke): Animo...Sublimino...Where is Max?

(Alan): I am trying to find out, sir.

The Plumbers' Badge on his chest beeps.

(ChamAlien): Alan, any progress yet?

(Alan): I found Magister Pyke. Apparently, he was under Sublimino's mind control.

(ChamAlien): We're coming.

Alan's Plumbers' badge beeps, indicating the end of the conversation.

(Alan): Magister Pyke, why are you here? Where's Magister Patelliday?

(Magister Pyke): He wanted to return home after so long. Being a close friend of him, we decided to trade jobs for a week.

(Alan): Oh.

Dr. Animo arrives on his mutant porcupine.

(Alan): Animo!

(Dr. Animo): Correct. I shall destroy you, young adolescent. Everyone will fear Dr. Animo!

Alan rises into the air.

(Alan): No way.

He creates a fireball and attempts to shoot it at the mutant porcupine, but it uses its sonic howl to destroy the fireball.

(Alan): I'm doomed.

(Magister Pyke): Not yet.

He grabs a Nuclear Fusion Grenade and throws it at the porcupine. It dissolves into nothing and Dr. Animo is thrown against the wall.

(Dr. Animo): Ergh!

He weakly falls to the ground unconscious.

(Alan): One down.

Ben arrives.

(Ben): Actually, that's all down. I beat em' all.

He notices Dr. Animo lying on the ground.

(Ben): Animo! Where's Grandpa?

Dr. Animo weakly gets up.

(Dr. Animo): I- I don't know. He disappeared from where I imprisoned him.

(Ben): I'll contact Gwen and Rook.

He takes out his Plumbers' badge and taps it.

(Ben): Contact Rook Blonko.

(Badge): Searching...Call failed.

(Ben): Coordinates of Rook Blonko.

A holographic map pops up, showing multiple dots.

(Alan, peeking at the badge): That's a walking distance...and it's in the base itself.

(Ben, putting his Plumbers' badge in his pocket): Come on.

Minutes later, Ben and Alan are a few feet away from their destination. They hear Gwen screaming. They charge towards the only lit up prison cell on the upper floor. Alan pulls his Plumbers' badge from his chest and places it on the scanner, making the cell door open. Kevin and Rook are chained to the wall. Darkstar is in front of them, absorbing what seems to be the last of Gwen's energy.

(Darkstar): Have you come to join the party, Tennyson? The more, the merrier.

(Ben): Not at all, Mike.

He transforms.

(Feedback): Feedback!

He absorbs all of Darkstar's energy and redirects it at Gwen. Darkstar falls to the ground, weak, and Gwen shoots mana at Kevin and Rook's chains, freeing them.

(Rook): Gratitude.

(Kevin, coldly): Yeah, thanks.

(Gwen, as Feedback reverts back to Ben): What's up with you today? Why are you acting so cold?

(Kevin): You wanna know why? You really wanna know?

(Gwen): Yes!

(Kevin): Today's my dad's death anniversary, alright? I've been trying all today to keep cool and not lose myself, but it's been so hard!

Kevin starts to sob.

(Kevin): He was one of the only people who ever loved me! No one really loves me now, besides my mom. I just...

He punches the wall.

(Gwen): Kevin, I love you! You don't have to feel alone! You could've just told us that you were feeling like that!

(Kevin): I'm...sorry.

(Gwen, wiping his tears): Shh. It's okay, it's okay. Come on, let's go to an auto-show, if that'll make you feel better.

(Kevin): Yeah. Let's go.

Gwen and Kevin walk away, locking hands.

(Rook): This is a happy ending indeed.

(Ben): Not to mention disgusting.

Alan reverts to human.

(Ben): Wanna see Sumo Slammers 8 with me?

(Alan): Race you to the cinema!

He runs off.

(Ben): Not so fast!

He runs after him.


Major Events

  • Darkstar, the Vreedle Brothers, Zombozo, Sublimino and Billy Billions make their first reappearances.
  • Electrohacker, Shellhead and Scorch make their first appearances.
  • Spitter makes his first reappearance.
  • Pakmar, Seebik, Lackno and Magister Pyke make their first reappearances.
  • Gwen turns into her Anodite form for the second time in BTOU.



Aliens Used


  • It is revealed that Ditto's clones have slightly distinctive parts of Ben's personality each.
  • Ben makes a reference to the events of Outbreak.