Ben 10: The Final Fight
Season 1, Episode 1
Air date N/A
Written by Awesome Betterhero
Directed by ^
Episode Guide
Flashbacks: Part 2
Flashbacks: Part 1 is the first episode of Ben 10: The Final Fight.


Kevin's car pulls into the parking lot of Mr. Smoothy. Ben, Gwen, and Kevin step out of the car.

(Ben): It's about time we got here! I'm parched.

Ben began making his way towards the building, when a figure leaped in front of him. He was covered head-to-toe in armor with yellow patterns on it. He wore a white, round helmet, and his neck was covered with black cloth. He wore a white, metallic tunic with 3 black lines stretching across the chest, and his arms and legs had more black cloth over them. He wore white metal gloves and boots, each with a large, yellow polka dot.

(Ben): An O-Soldier? I thought I got rid of you guys for good.

(O-Soldier): You thought wrong, as I still remain, as well as a few others.

The O-Soldier drew a yellow, thin blade from his back, and pointed it at Ben.

(O-Soldier): Now, Ben Tennyson, prepare to face retribution!

Theme song!

(Ben): I remember my very first encounter with an O-Soldier. That was a very long time ago.

Ben flashes back to long ago.

He was sitting on his bed, devoting 100% of his focus to the TV.

(Ben): Come on, Ishiyama! You can do it! Punch Kikisho in the chest!

A punching sound was heard from the TV, causing Ben to stand up and cheer. Out of nowhere, a yellow object came down from the ceiling and moved in a circular motion. The circle then fell down from the ceiling, with an O-Soldier standing on it.

(Ben): Aaaah! Who, or what, are you?

(O-Soldier): I am an O-Soldier! There are billions of me scattering around your puny planet, ready to abduct anybody and everybody!

(Ben): But why? And what does 'O' stand for?

(O-Soldier): I've said too much already. Prepare for abduction!

(Ben): How about you prepare for.....

Ben activated the Omnitrix and slapped it. He became engulfed in green light. He became blue with wings, and resembled a moth.

(Ben): .....Big Chill!

(O-Soldier): You're a Necrofriggian?

(Ben): I'm a human that becomes a Necrofriggian. Plus, a bunch of other aliens.

(O-Soldier): Oh no. Master has not informed us of this. I must depart.

The O-Soldier backed up onto the circle he slashed, and both him and the removed part of the ceiling rose up and out of the house.

(Ben): That was weird.

The flashback ended.

(Gwen): I remember my first encounter with an O-Soldier as well.

Gwen flashes back to the same day.

Gwen was in martial arts practice.

(Master): The next practice match will be Gwen vs. Arthur. Please step up to the mat.

Gwen and a guy named Arthur stepped onto the mat.

(Master): Begin.

Gwen leaped into the air and kicked Arthur down. In the process, Arthur grabbed onto Gwen's leg and threw her backwards. Both combatants quickly stood up. They both swung a kick, with both kicks blocking the other. Gwen then flipped and sat on Arthur's shoulders, causing them to topple to the ground. Arthur pushed Gwen away with his feet, but Gwen did a cartwheel and finished standing on Arthur's chest.

(Arthur): Ooh!

(Master): Gwen wins the match. Oh, that's all the time we have for today.

The students stood up and exited the room. Suddenly, O-Soldiers crashed through the roof, one for each person.

(O-Soldier): Attention, pathetic humans: You shall all be abducted, by the order of our master.

Gwen created a mana disk, and hurled it at the O-Soldier in front of her, knocking him down.

(O-Soldier): We have underestimated humans. We were not prepared for any fighting back. We must now retreat!

All the O-Soldiers jumped up and out of the holes they had prepared. The flashback ended.

(Gwen): What about you, Kevin? What was your first encounter with an O-Soldier?

Kevin's flashback began.

Kevin was under his car in his garage, working on it. An O-Soldier jumped into the room, launched him off the wall and onto another one, then finished his routine with a flip, landing perfectly on the ground.

(O-Soldier): Human, my master has given orders for me and billions of others just like me to abduct you and all others on the planet! Do not fight back. You will regret it.

Kevin slid out from under his car.

(Kevin): Oh, I'm not gonna regret anything.

Kevin absorbed his car, then enlarged his fist.

(O-Soldier): You are an Osmosian?

(Kevin): Half Osmosian.

(O-Soldier): We did not prepare for any non-human species. I must inform my master of this.

(Kevin): Your master?

(O-Soldier): We will return for you.

The O-Soldier left, using the opposite of the routine he used to arrive. The flashback ended.

(Ben): Yeah, the O-Soldiers had us all confused. Until that one day.

Another flashback began.

Kevin was driving Ben and Gwen in his car. Out the windows, they saw several O-Soldiers carrying people away. They were all heading to the same place.

(Ben): O-Soldiers!

(Gwen): Huh?

(Ben): One of those guys came in my room and was about to take me away, but I turned into Big Chill and scared him away.

(Kevin): Don't act so confident. All I had to do was absorb this car and mine left.

(Gwen): A bunch of them crashed my martial arts practice, but I showed one my mana and they retreated.

(Ben): Mine said something about a master.

(Kevin): Mine too.

(Ben): I'm thinking that that's what the 'O' in their name is.

(Gwen): But who could it be? We don't know any villain whose name starts with an O, do we?

(Kevin): Villains can change their names, can't they? D'Void?

(Ben): Yes, that's a possibility. But there's also another possibility that this could be a completely new one, one who's much more dangerous than say, Vulkanus. Kevin, pull over. Let's check this out.

Kevin pulled over and parked the car. The team jumped out and started running, following the O-Soldiers. They eventually arrived at a large, white structure with yellow patterns that looked like a yo-yo on its side without a string. An O-Soldier spotted the gang.

(O-Soldier): Some of our captives escaped!

Suddenly, all the O-Soldiers in the area turned to face the gang.

(Ben): Oh, great.

Commercial break.

The flashback was still happening.

Ben slammed down the Omnitrix. He enlarged and became a dinosaur.

(Ben): Humungousaur!

Kevin absorbed the ground. All the O-Soldiers set their captives on the ground, then released yellow energy from their gloves. The energy transformed into shackles that prevented the captives from moving. The gang and the O-Soldiers ran towards each other. Ben started kicking O-Soldiers away. Kevin punched O-Soldiers. Gwen created a large mana disk and threw it, knocking down many O-Soldiers. The O-Soldiers got up and released the same yellow energy at the gang, but Gwen created a mana dome to block it. In a little bit, the dome started cracking.

(Gwen): Guys, I can't keep this up much longer!

(Ben): Let me through.

Gwen created a door in the dome, just large enough for a Vaxasaurian to fit through. Ben walked through, and the door was immediately closed behind him. Ben stomped the ground, creating a shockwave that knocked down all the O-Soldiers that were attacking. He reverted right afterwards. Gwen dropped the dome.

(O-Soldier): Guys, retreat to the pick-up point!

The O-Soldiers picked up their captives, who were struggling to get free. They began running to the structure.

(Gwen): We've gotta follow them and free everyone!

Ben, Gwen, and Kevin followed the O-Soldiers. To get in, the O-Soldiers simply laid the palm of their hand onto the structure, and they were teleported in. Once all the O-Soldiers had all gotten in, the gang tried the same thing, but nothing happened.

(Kevin): The O-Soldiers must have something in their armor that lets them get in.

(Ben): I'll fly through as Big Chill.

Ben transformed into Big Chill and turned intangible.

(Gwen): Ben, I don't think that's a good-

Ben tried to fly through the structure, but got electrocuted. He reverted and fell to the ground.

(Gwen): -idea.

(Kevin): We're dealing with advanced technology here. It's O-Soldiers only, no exceptions.

(Ben): So what, we're just gonna leave all those people trapped in there? Who knows what the soldiers are doing to them?

(Gwen): Don't worry. We'll find a way and get in as soon as possible.

The flashback ended.

(Gwen): None of us could think of any way to get in. That's what happened for a while, anyways.

(O-Soldier): So then how did you get in? That pick-up point was designed and created almost entirely by Master himself. And Master is a genius.

(Gwen): We came to a solution, after a bit of ingenious thinking.

Another flashback began.

Ben, Gwen, and Kevin were looking in Kevin's trunk.

(Ben): Got anything in here we could use?

(Kevin): I've got a lot of things in here. But I don't think we could use any of them.

Ben picked up a white gauntlet.

(Ben): What's this?

(Kevin): Don't touch that!!!

(Ben): Wha-?

The gauntlet let out blue energy that engulfed Kevin's car. The blue 'energy eventually faded.

(Kevin): You just deactivated my car!

(Ben): Ooops. Well, would this work on that pick-up point?

(Kevin): First of all, you just got rid of its last charge. Second of all, even if it did work, if we used it on that structure, we would trap everyone inside and we'd have no way in.

Gwen picked up a pair of pink gloves.

(Gwen): What are these?

(Kevin): Signal gloves. They can absorb signals and release anything absorbed onto any piece of machinery. They're good for hacking.

(Ben): When have you ever had to hack something?

(Kevin): You'd be surprised.

Gwen tried on the signal gloves.

(Gwen): They're cute.

(Ben): Wait. If they could absorb signals, you think they could absorb the signal patterns that the O-Soldiers used to get in?

(Gwen): Yeah! Then we could get in, too.

(Kevin): That just might work. But there's a problem.

(Ben): What is it?

(Kevin): There are only two gloves. One of us would have to stay behind.

Ben, Gwen, and Kevin all glanced at each other.

(Gwen): .....I'll do it.

(Kevin): You sure?

(Gwen): 'You said we were dealing with advanced technology. You're good with that stuff.

Gwen turned to Ben.

(Gwen): And Ben, you've got the Omnitrix to protect you. It would be best if I stayed behind.

(Ben): If you say so.

Ben and Kevin both slipped a glove onto their hand.

(Gwen, smiling): You look good in pink.

(Ben): Let's hurry. They could be dissecting those people right now!

Gwen and Kevin both stared at Ben with disgusted faces.

(Ben): It's a thought.

Ben and Kevin hurried to the pick-up point.

(Kevin): We'll need to put our hands exactly where an O-Soldier put his.

(Ben): There were hundreds of them. There's no need to take a chance here.

Ben carelessly put his hand onto the pick-up point, and it glowed yellow.

(Kevin): I think one put his hand here. Or was it here? No, that was where someone put her hand to rest. Was it here?

(Ben): Hurry up!

Kevin pondered for a second, then carefully placed his hand onto the pick-up point, causing it to glow yellow.

(Kevin): Let's go.

They were both teleported in.

Commercial break.

The flashback ended.

(O-Soldier): Enough about your past. Let's think about your future: all three of you, dead!

The O-Soldier sliced his blade at Ben, but Ben dodged it and transformed. He became shorter and red. He became a crab.

(Ben): Brainstorm!

Ben fired electricity at the O-Soldier, but the latter absorbed it into his blade. The O-Soldier released lots of yellow energy at Ben, but Ben quickly reacted by creating a forcefield around himself. Gwen and Kevin ran into the action.

(Kevin): Don't leave us out!

Kevin absorbed the wall of Mr. Smoothy while Gwen swung a mana arm, sending the O-Soldier flying to the side. The O-Soldier bounced back up like a spring.

(O-Soldier): You may think that I am outnumbered. But you are wrong.

The O-Soldier twisted a dial on his shoulder, duplicating four times.

(O-Soldier): For it is you that is outnumbered!

All the O-Soldiers drew their blades and shot energy, creating a massive wave of energy that knocked Ben, Gwen, and Kevin down.

(Kevin, running to one of them): I got this one!

Gwen entangled two of the O-Soldiers with a mana arm.

(Gwen): I got these two!

(Ben): That leaves me with the last two.

Ben created a forcefield around the final two O-Soldiers, and lifted them up into the air.

(O-Soldier in the forcefield): You won't win that easy!

The O-Soldier twisted his dial again, but this time for much longer. He created many duplicates of himself. Eventually, Ben couldn't contain all of them, and they broke out.

(All O-Soldiers): I will avenge my master!

To be continued!



  • O-Soldiers (first appearance)

Aliens Used



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