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Hello Again, Ben 10: Part 2 is the second episode of Ben 10: ExOS.

Alternatively, Ben 10 (2005), Season 5, Episode 2.


Ben, Gwen, and Kevin continue to investigate the mysterious invasion.


Cold Open

[Previously, on Ben 10…]

BEN: “Ben 10”, huh? I like the sound of that!

BEN (Voice Over, Present Day): A lot has changed since then.

BEN: ...Oh man...Grandpa!


GWEN: So you finally decided I’m worth your time now, huh?

BEN: Grandpa Max is missing.

MAGISTER LABRID: Th-the Limax. They ambushed us. Ben. Here...take these. Go on's what your grandfather... would've wanted…

GWEN:  Ben?! Hey! Where are you going?!

KEVIN 11:  Huh?! What is this?... Tennyson?!


Act One

GWEN: Ben, no! I wasn't being serious when I-

BEN: Look, I know what you’re thinking, Kevin isn't exactly a good guy, but he's not evil. Leaving him in the Null Void wasn’t fair. And he has a lot of power, he could be useful.

KEVIN 11: What are you talking about? Shouldn't you be busy playing “hero”, Tennyson? After you left me here to rot in this cesspool?!

[The flames on his Heatblast arm erupt.]

BEN: I understand why you’re angry, but we’re older now. We need to put our fighting aside. I’m sorry for leaving you there. But I can get you out. If you help us. A species of aliens called the Limax are planning to invade, and we need all the help we can get.

KEVIN 11: Look, I did things in there. I didn’t even know I was capable of doing that stuff, but I did it. All because of you. I’ve been waiting for years to get another chance at breaking your stupid smile, and here you are. You expect us to be friends again? What’s up with that? You too soft to get the job done now? Give me a break, Tennyson. No chance I’m helping you.

BEN: If you're smarter than you used to be, you are going to help, because I have a proposition for you. 

[Kevin squints his Galvan eye, slightly tilting his head. His flames are quelled.]

KEVIN 11: ...I’m listening.

BEN: If you help us, we’ll help you find a way out of your mutation. But if you slip up, it’s back in the Null Void you go. Think about it. This is your chance to be free from both of your prisons. 

KEVIN 11: Okay, now things are getting interesting. But how do I know you won't just throw me back in here once this is all over? 

BEN: Because you didn't deserve to be in there. You never did. All you wanted was to be human again. To be normal. 

[Kevin throws a confused look at this statement.]

BEN: You were alone. I can't say I understand what that’s like, but I think I do understand why you did what you did back then. I was the first person you related to, right? I gave you a chance because I saw something in you. I wanted to believe that you weren't really a bad guy. You just needed a friend. 

[Kevin looks slightly sullen, looking down at the floor, before snapping back up.]

BEN: But instead of asking for help, you took your issues out on me, then teamed up with Vilgax so he could take the Omnitrix. But if you prove yourself to me and help me save my Grandpa, I'll let you walk free again. Sound like a deal?

[Kevin scowls.]

KEVIN 11: Awfully generous of you. What if I decide to take advantage of that?

BEN: Did you ever see what happened to Vilgax after he escaped?

KEVIN 11: Of course not. I’ve been stuck in here, remember? But after our short-lived alliance, he ditched me to those Null Void creatures or whatever you call them. I have no idea how he got out. What'd you do to him anyway? Did you punch him really hard again or burn his face off?

[As Kevin spoke, Ben began to pull something from his jacket pocket.]

KEVIN 11: Look, if you're trying to sound intimidating then it's not going to work. It never has and it never-

[Ben throws the object, now revealed to be Vilgax’s damaged respirator, toward Kevin.]

[Kevin takes a moment, and upon realizing what the object is, begins to laugh.]

KEVIN 11: I can't believe you actually had the guts to do that. 

[Kevin laughs a bit harder.]

KEVIN 11: Fine. I'll join your little hit squad. But if you so much as bump into me, I'll rip your little watch off harder than the last time. And I won't be using that machine.

BEN: Look, I wish we didn't need your help. But Grandpa said I needed to find anyone who would be able to help. This invasion may be the biggest threat I've faced since the last time I fought Vilgax, and my grandfather is missing... If I can't save him, then...

[Ben attempted to hold it together so he wouldn't sob a tear. Instead, Ben took a deep breath.]

KEVIN 11: Wow. You have changed. I liked the old you better. You're no fun anymore…


KEVIN 11: So what are you waiting for? Get me out of this place already, Tennyson! Or else a "Limax infection" won't be the only reason you're begging for help.

BEN: I can just leave you in there you know.

KEVIN 11: Do I have to say please?

[Ben turns to Gwen.]

BEN: Open it.


BEN: What?

GWEN: Kevin hasn't changed at all. Oh, wait. He has! He's even worse now!

KEVIN 11 (Sarcastically): I’m flattered. 

[Gwen pulls Ben over, further away from Kevin. The two are now whispering.]

GWEN: You can't seriously trust him to not stab us in the back the first chance he gets.

BEN: I can take a stab. I’ve survived worse. I wouldn’t ask you to do this if we didn’t have to.

GWEN: I...I can't trust your judgment anymore. This isn’t right. This can’t be what Grandpa meant. 

BEN: We can't be sure until we know Grandpa is okay. But he trusted us to make the right choices. Maybe this is right, maybe it’s not. We can't know for sure until it really counts. But right now, Kevin is our only option. Grandpa was the kind of person to give everyone a second chance. So I'm willing to do the same. 

GWEN (Sighing angrily): Fine.

[She walks back to the console and activates a mechanism causing the column of red light to disappear, leaving Kevin himself in the room and free to step out.]

KEVIN 11: Kevin Levin’s back in action! I suppose I should thank you two for freeing me from that horrible place...tell you what, I'll let you two live...for now. I'm a nice guy like that!

BEN: Remember what I said, Kevin.

KEVIN 11: About the deal, or Vilgax?

BEN: Both.

GWEN: Don't make me regret this.

KEVIN 11: What? You still don’t trust me, Gwen? How could you not trust this handsome face?

GWEN: You’d be surprised.

KEVIN 11: So, what’s the plan, Tennyson?

BEN: I... actually don't know. Grandpa didn't tell me what to do afterward.

GWEN: Maybe because he knew he didn’t have to. If he trusts us enough to make our own choices as you said, then that’s what we’ll do. Give me his last note. I’ll use it to find where Grandpa was last.

BEN: Good idea.

[He gives her the note and she uses the 'Tracentium Identica' spell.]

KEVIN 11: Oh ho ho, Gwendy's got some new tricks up her sleeve! Wait, how'd you learn to do that?!

BEN: Shh! She’s trying to con-cen-trate.

GWEN: Will you both be-- I’ve got something. He was at… the warehouses at the docks?

BEN: Alright, no time to lose. Let’s go! Oh, and Kevin, the Limax get stronger when they… uh… get really hot. So try to not use fireballs, okay?

KEVIN 11: Good to know. Now, what was that thing you used to say when we were kids? ...Heroes Go? Heroes Unite? Let’s Be Heroes? 


Act Two

[The trio finds themselves at the docks.]

KEVIN 11 (Loudly): This place looks deserted.

BEN: Quiet! There’s no telling who’s here or where they are.

KEVIN 11: So what do these things look like, anyway?

BEN: Well, by default they’re these big green snotty guys, but they can shapeshift to look like anybody. You can usually tell by their inhuman behavior. Stretching arms, jumping up walls, munching flies, things humans don’t typically do.

GWEN: We might have an easier time finding them if you go sniff things out.

BEN: Right. 

[Ben dials up the silhouette of a large beast, before smashing it down.]

[TRANSFORMATION: Orange energy worms its way up Ben’s arm, his arms and legs becoming more vulpine and sprouting black claws as he grows orange fur. He grows a short tail, as his face disappears amidst the fur, being replaced by a black lipped mouth full of large teeth, which opens before the form impacts the ground, letting out his famous roar.]

[Wildmutt’s nostrils flare. He tilts his head up to catch a stronger scent. He starts walking towards the warehouses. Gwen and Kevin follow.]

GWEN: Why don’t you go help? Aren’t you part Wildmutt?

KEVIN 11: Only one-eleventh. I can’t smell as good as he can. 

GWEN (Under her breath): I guess that’s good for your sake.

KEVIN 11: What was that?

GWEN: Nothing!

[They try to enter the warehouse, but it’s locked. Kevin steps in front of Wildmutt.]

KEVIN 11: Don’t worry, I got it.

[Gwen stops him.]

GWEN: Don’t be reckless. There’s no point in getting arrested for breaking and entering.

[She uses a spell to unlock the door. It opens to a staircase leading underground, the trio begins their descent.]

[On their way down, the cavern seems to get larger and larger, until they come up onto an upper ledge of a massive room, containing a large ship, and hundreds of Limax. Some are pushing around large carts containing unknown substances into the ship. Others keep watch, patrolling the large cave in a flawless pattern.]

KEVIN 11: Well, they’ve been busy.

[Ben detransforms.]

BEN: You think? 

GWEN: Guys, I’m picking up a lot of auras in here. Several humans, hundreds of Limax….but no Grandpa.

KEVIN (Sarcastically): Maybe they killed him.

[Gwen turns to him sharply, speaking in a harsh tone.]

GWEN (Angrily): Do not. Talk that way. About Grandpa. Again. 

[Gwen sighs.]

GWEN: Besides, I wouldn’t have been able to track him here if he was. 

KEVIN 11: My bad, witch-girl. Just being realistic.

BEN: We’re getting nowhere with this. Now, I have an idea on how we can get in. First, I’m gonna need Kevin to put this on.

[Ben pulls out an item from his other jacket pocket, a strange looking mask.]

KEVIN 11: What’s that thing supposed to be?

BEN: An ID Mask. I grabbed it from the base. You can use it to look like anybody you want. Or any thing.  

KEVIN 11: You mean...I could look normal again?

BEN: Probably. I’ve only heard Grandpa talk about it. I’ve never actually seen it being used before. But right now, we need you to pose as one of the Limax. Gwen and I will hide in one of the carts. Once we're in, we need you to sneak us through so we can get as much intel as we can.

KEVIN 11: Then can we start smashing heads?

BEN: Definitely.

KEVIN 11: Sounds good to me. But why do I have to wear the mask? Can’t you just turn into one of them?

BEN: I don’t have their DNA. And you’re the most expendable.

KEVIN 11: Fair enough. Hand it over.

[Ben hands Kevin the mask. He puts it on and becomes a large, misshapen Limax. Ben and Gwen reel back.]

BEN: Eh, close enough. Now go grab one of those carts. 

[Kevin follows these instructions, bringing back one of the carts. Gwen summons an extremely large, thick blanket for them to hide under. After they conceal themselves under the blanket, the trio heads inside, meeting up with one of the guards.]

LIMAX GUARD: State your rank and business.

KEVIN 11: Zritin Division, general cargo. Nothing important.

LIMAX GUARD: You won’t mind if I take a look then?

KEVIN 11: I said it’s nothing important. 

LIMAX GUARD: Whatever. Move along.

[They continue onward.]

BEN: How’d you do that?

KEVIN 11: You live in the Null Void for a few years, you pick up a few tricks. 

[As they wander around the ship, Kevin hears a voice in the distance.]

LIMAX GUARD: Welcome back, sir.

[The voice belongs to one of the patrolling Limax Guards, speaking to a much larger Limax with some sort of pseudo-skeleton.]

LIMAX COMMANDER: Are the preparations complete?

LIMAX GUARD: 45%, Sir. Things have been going perfectly. The Plumbers have been little trouble, save for one Maxwell Tennyson.

[Inside the minecart, Ben and Gwen perk up.]

LIMAX COMMANDER: I see. And the soldiers I sent to kill him?

LIMAX GUARD: They haven’t reported back. It is safe to assume that they are dead.

[Kevin changes course to steer closer to the two.]

LIMAX COMMANDER: Hmm… perhaps we underestimated him. What of his grandson?

LIMAX GUARD: While there’s no uncertainty that he’s aware of our enterprises here, we don’t know whether he’s taken any action against us yet. However, it’s only a matter of time until he does.

LIMAX COMMANDER: I’m counting on that. 

[He walks away, down another corridor inside the ship. Kevin follows, making sure to stay far enough behind the Commander where not even he can see him. He uses his Wildmutt senses to track him.]

[Ben sighs heavily with relief.]

BEN (Whispering): Good. So Grandpa is okay. But why was he here?

KEVIN 11: That Limax who was just talking looks pretty important. He was hiding something. I can tell. Probably knows more about what’s going on than that guard does. Back in the Null Void, the top dogs would go around and question everyone to see what all they knew. They wanted to have full control over all information. Rumors, facts, speculations, all of it. I’m guessing that official was doing the same thing. There's a chance he knows where your Grandpa is. 

GWEN: Wow. It almost sounds like you actually want to help Grandpa.

KEVIN 11: Whatever will keep me out of the Null Void.

[He senses the Commander entering an elevator. He speeds up. The elevator is in his sights. He goes just a little faster-]

LIMAX GUARD: Hey, where are you going? 

[The guard stops him.]

LIMAX GUARD: You're not supposed to be this far. All cargo goes in Hold 4. What are you trying to do?

KEVIN 11: I just need to ask the commander a question.

LIMAX GUARD: If it's so important that you'd carry your cargo all the way up here, you can tell me. I'll direct it to the commander.

KEVIN 11: It wasn't that important. I just got sidetracked. 

[The guard gives him a suspicious look.]


KEVIN 11: Yeah, I know. 

[Kevin stomps away. The guard eyes him cautiously.]

BEN (Whispering): Nice one.

KEVIN: Can I start bashing heads now?

BEN: No. We still don't know enough about what they're planning yet. 

KEVIN: We'd better find something soon.

[He grips the cart so hard that the metal contorts.]

BEN: Hey, keep your cool until we're ready. Don’t blow our cover.

[They keep walking for several more minutes. Around them, the Limax migrate and shuffle from one corridor to the next, passing information imperceptible to the trio. Some stare at Kevin. Some whisper to their comrades while giving him the occasional glance. At last, Kevin sees other Limax with carts entering a wide hall. He follows in suit.]

KEVIN 11: I'm guessing this is Hold 4.

[Kevin shortens his stride to build space between he and the Limax ahead. Soon there are no Limax in front or behind of Kevin. His senses confirm that the coast is clear for them to talk freely.]

KEVIN 11: Okay, no Limax around. 

[Ben and Gwen emerge from under the blanket. Their heads are soaked with sweat, and Ben’s jacket is off. He wipes his forehead with his arm.]

KEVIN 11: Hot under there?

BEN: Yeah, a little. 

KEVIN 11: Suck it up, Tennyson. There are worse things out there than a little heat. 

BEN: I'm not complaining. 

GWEN: It's about 110° in here. And the blanket doesn't help.

KEVIN 11: Oh, right. You said something about the Limax and heat, right? That’s probably why.

BEN: Yeah. The first time we ran into them was the hottest day of the year. In the middle of a desert.

[They come upon a detour. A rather wide opening containing a winding ramp leading down to a mysterious cellar. Ben shows interest in it.]

KEVIN 11: No one's down there. Wanna check it out?

BEN: So none of the carts go down there? 


GWEN: Yeah, let's see what's down there. 

[They descend down the winding ramp. It's much longer than they initially expected. When they reach the bottom, they find that they are in a wide, open room, decorated with green egg-shaped blobs on both the floor and the walls. The only light illuminating the room is the stray beams leaking from the entrance.]

GWEN: What is this?...

[Ben climbs out. He walks over to the nearest pod to inspect it. When he realizes what it is, his eyes widen.]

BEN: Kevin, give me a light.

KEVIN 11: Why?

BEN: Do it.

[Kevin lights a flame in the palm of his Heatblast hand and walks to where Ben is kneeling. He shines it on the pod.]

KEVIN 11: Woah.

[Inside is a comatose Cash. Kevin tosses his flame into the air. Dozens upon dozens of pods on the walls are illuminated. All containing people inside. One of the kids from Episode 1. The black belt who tried to get Gwen's number. A reporter who tried to interview Ben outside of LeRoy's.]

[Ben and Gwen are horrified.]

[The scene transitions to the ship's control center. A single Limax is working at the console. The Limax Commander walks in behind him.]

LIMAX COMMANDER: The operation is nearly complete. The others are ready.

[The Admiral doesn't turn around.]

LIMAX ADMIRAL: Are you sure we should begin now? You realize we'll be revealing ourselves to the entire world. Our influence is not strong enough yet. 

LIMAX COMMANDER: It must be now. Tennyson has halted a considerable amount of major fronts in our campaign in a fortnight alone. The final procedures will take much too long. And they are the most unstable. If we stack our towers too high, Tennyson will be able to topple them with a simple tap from his finger. We're at high risk of falling even now. Especially considering the power his grandson possesses…

[The Admiral twists around.]

LIMAX ADMIRAL: His grandson has gotten involved?!

LIMAX COMMANDER: Yes. He eliminated the squadron we dispatched to kill Tennyson. If we let him gain momentum against us, he will uproot our entire six-year campaign to the foundation.

LIMAX ADMIRAL: You should have told me sooner! What if Tennyson told him about this vessel?! We're the head of the operations for this quadrant! If he attacked us, the whole plan would be for naught! 

LIMAX COMMANDER: I'm fully aware of the situation. That's why we need to begin now. The other legions have agreed that we must act now. Give the order. Within the next rotation, we must begin. 

[Suddenly the door behind the Commander opens. The guard who stopped Kevin from entering the elevator enters. The Commander glares at him.]

LIMAX COMMANDER: Why are you entering without authorization? 

LIMAX GUARD: One of the carters wanted to speak to you. He was a nasty looking one. Very deformed. He looked suspicious to me, so I turned him away.


LIMAX GUARD: I wanted to see if my suspicions were justifiable. So I'm requesting use of the security monitors in Hold 4.

[The Commander looks at the Admiral. They're both thinking the same thing.]

LIMAX ADMIRAL: Very well. 

[He pulls up the feed of several cameras from Hold 4 on a holographic screen. They see Kevin pushing the cart out of the Hold amidst the new Limax traffic. He still has cargo underneath the blanket. However, they see something suspicious jutting out from underneath: a jacket sleeve.]

LIMAX GUARD: What is that?

[The Admiral immediately activates his intercom.]

[Transition back to Kevin pushing the cart.]

LIMAX ADMIRAL: Attention, mysterious entities have been detected onboard the ship. Proceed with caution.

GWEN (Whispering): You think that’s us?

BEN (Whispering): We’re not sticking around to find out.

[Ben activates the Omnitrix, twisting the ring until a medium-build angular humanoid silhouette appears, before smacking it down.]

[TRANSFORMATION: Pinkish-red crystals begin growing up from Ben's Omnitrix to his forearm. Ben spins to the front as purple-looking stone starts to surround his chest. Indigo stone surrounds Ben's head as his eyes form to one and pink crystals surround his face. Six larger shards start growing out from Ben's back in a variety of colors, and more shards grow from his lower arms. Ben slowly spun around to the front as he bends his right arm back and raises his left arm up in the air.]

[Alarms start blaring, casting red light all over the ship.]

LIMAX: It’s the Omnitrix Wielder! Stop him, before he ruins our plans!

CHROMASTONE: Too late. We know what you're doing here. 

[He blasts a group of Limax.]


[Kevin takes off his ID Mask.]

KEVIN 11: Finally!

[In less than a second, he grabs two of the Limax by the head and bashes them together. Gwen makes a circular motion with her hands, and her hands are imbued with her magic. She begins firing around the Limax. Kevin frowns, as he shoots fire from his hand. The Limax simply shapeshift around his flames.]

GWEN: Did you forget? Fire makes them stronger!

KEVIN 11: Right…

[In no time the trio is surrounded. Chromastone effortlessly fires beams at them. Gwen uses a wide assortment of spells to protect herself from the Limax who think she is the weak link. And Kevin starts enjoying bashing them senseless a little too much. The three manage to break up the crowd. They each separate and begin fighting on their own. But no matter how many Limax they beat, five more flood in to take their place. One of them lands a good hit on Chromastone and sends him sliding across the ground. He blasts it away.]

CHROMASTONE: This is getting us nowhere! 

[He picks himself up.]

CHROMASTONE: Gwen, Kevin, cover me! I'm going after the Commander. 

[He charges through the oncoming Limax with an array of beams. Gwen casts a light wind spell to push the ones he missed away, but he somehow manages to make it through the horde.]

GWEN: These things seem a lot easier to fight than they were...

[Chromastone exits Hold 4. Some Limax charge at him, but the majority are fleeing from the ship. He stares at them, wondering why they would be retreating when they have the trio so outnumbered.]

[Suddenly he's blasted from his feet by a powerful punch to the side of the face. He skids along the floor for several yards. He looks up to see the identity of his assailant: the Limax Commander.]

LIMAX COMMANDER: Ben Tennyson. I will stop you before you knock down the tower I've built!

CHROMASTONE: Oh, so you're the Commander? Thanks for coming to me. Now all of your cronies can watch me beat you into a pile of sludge.

[Chromastone runs into battle and starts throwing punches at the Commander, but the impacts are absorbed by the gelatinous form. Chromastone’s hand gets stuck inside. He produces a blast temporarily blowing part of the Limax’s body apart.] 

[Chromastone attempts to petrify him in translucent rock, but it doesn’t work. The Limax Commander charges at him…]

[Several Limax gang up around Gwen.]


[Kevin blasts a stream of Stinkfly slime at the Limax surrounding Gwen. While not as effective as water, it does get them to back off. Some of it gets on Gwen.]

GWEN: Could have done without the slime shower, but thanks for the save.

KEVIN 11: Don’t get used to it, witch-girl.

GWEN: Please stop calling me that.

[Cutting back to Ben, the Commander is holding him down.]

LIMAX COMMANDER: Succumb to your fate, Omnitrix Wielder! It’s time for you to drown in your own hubris!

CHROMASTONE: ...Drown? ...Drown!

[Chromastone looks up and fires a giant blast of energy from the shard on his head, blowing a massive hole in the ship. A distant rumbling is heard creeping closer.]

LIMAX COMMANDER: What did you do?!

CHROMASTONE: Succumbing to fate. Well, not mine. Just yours.

[Suddenly, water from the Bellwood River starts flooding the ship, as well as the entire complex. The Limax Commander and Chromastone are swept away by a violent torrent. Chromastone manages to regain his ground, but the Commander is nowhere to be seen.]

CHROMASTONE (Triumphantly): Ha!

[Then his tone falters as he realizes what’s going to happen.]

CHROMASTONE: ...Oh, man!

Act Three

[The Omnitrix times out. Ben looks down at it.]


[Ben runs to find Gwen and Kevin in another room, having just cleaned the floor with the Limax there.]

BEN: Guys, we need to get out, now! The entire ship is flooding!

[Gwen starts to think.]

GWEN: Alright, I have an idea. First, we need you to take us back to the room with the leak.

[The trio run back to the main room where Chromastone’s blast had caused the massive leak. Gwen prepares herself to cast a spell.]


[A light blue orb surrounds Gwen and Kevin.]

KEVIN 11: What about Tennyson?

GWEN: I didn’t have enough time to prepare the spell for more than two passengers. Ben’s gonna have to find his own way out. 

[The Omnitrix beeps, now fully recharged.]

BEN: Don’t worry guys, I have a plan.

[Ben activates the Omnitrix, twisting the dial until a skinny, tall humanoid with claws, fins, and a strange object attached to his head is shown. He smashes the core down.]

[TRANSFORMATION: Pale green scales emerge from the Omnitrix, covering Ben’s arm as he sprouts claws and webbed fingers. Cut to Ben’s head, he grows a lure out of his forehead as his neck thickens, developing gills in the process. His hair turns to green fins, his skin turns a pale green, and rows of piranha-like teeth erupt from his jaw. His eyes become beady and purple.

[Gwen’s shield bubble awkwardly floats its way up past all of the water and wreckage, before bobbing up on the top of the river. Gwen rolls the bubble across the water to the nearest dock.]

GWEN: So, we even?

KEVIN 11: Even.

[Back in the wreckage of the ship, the Limax are being washed away by the flood. The current coming in is very strong, but Ripjaws is doing his best to swim out.]

[Eventually, he manages to slingshot upward, flying up and out of the water. He lands on the same dock as Gwen and Kevin with a loud thud before timing out.]

BEN: ...Ugh.

KEVIN 11: Nice faceplant, Tennyson.

[Ben gets up, stretching and letting out a groan.]

BEN: ...Whatever. That’s one Limax ship down. And who knows how many more could be in Bellwood, or anywhere.  

[Ben and Gwen hear footsteps.]

GWEN: Where are you going?

KEVIN 11: I’m done, aren’t I? I helped, you got some intel, and we took down one of those Limax’s ships. What else am I supposed to do?!

BEN: Didn’t you hear them? This is just the beginning. And Grandpa Max is still missing. Look, like it or not, you’re with us now. And we could still use your help.

[Kevin stops walking and thinks about it.]

KEVIN 11: Are you saying you actually...need me?

[Ben paused for a moment. Before he says something he would regret, Gwen steps in.]

GWEN: Yes.

[Both Ben and Kevin were surprised. Ben crossed his arms and smiled. Kevin turns away and does the same.]

KEVIN 11: Hmm. I guess it beats having to go back to the Null Void. 

[Kevin scowls and turns to face them again.]

KEVIN 11: Fine. I’ll stay if you really need me that badly. But you’re gonna owe me big time.

BEN: Of course. Whatever it takes. 


KEVIN 11: ...You guys are serious?! You're really going to help me out of....

[Kevin gestures to himself.]

KEVIN 11: This? I want to have a normal life again, or at least as normal as I can make it. And I can't do that while I'm stuck in this body. So once we've saved your Grandpa, I would like for you guys to help me become a human again.

GWEN: Of course.

[She puts her hand on one of his shoulders.]

BEN: We'll help you.

[The trio looks out to the Bellwood Bridge.]

KEVIN 11: ...Thanks.


[A bunch of pods from the ship floated up to the surface of the water.]

KEVIN 11: ...We should probably get those people back home, right?

BEN and GWEN: Yeah.


Major Events

  • Kevin is released from the Null Void.
  • The trio gets intel on where Max is, the Invasion, and the Limax's plan.
  • The trio manages to take out a Limax ship and save several civilians.
  • Kevin joins the team.
  • Wildmutt and Ripjaws make their ExOS debuts.
  • Chromastone debuts as a new alien.


  • Ben Tennyson
  • Gwen Tennyson
  • Kevin 11


  • Limax
    • Limax Guard
    • Limax Commander
    • Limax Admiral

Aliens Used

  • Wildmutt (First Reappearance)
  • Chromastone (First Appearance)
  • Ripjaws (First Reappearance)


  • This episode was intended to be released on December 14th, one week after the first episode, but computer troubles and personal injury on the creator's part got in the way.
  • When trying to remember Ben's childhood catchphrase, his attempts reference "Teen Titans GO!", "Ben 10/Generator Rex: Heroes United", and "O.K. K.O. Let's Be Heroes!"
    • Interestingly, because of the Heroes United Crossover, and Crossover Nexus, all three shows have some relevance back to the Ben 10 universe.
  • This is the last episode Cell wrote for.
  • This is the first episode that EBOmnitrix and Rosaline wrote for. 
  • There's an entirely different draft of this episode that plays out notably different to the final.
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