Ben 10: Protector of the Omniverse
Season 0, Episode O-17
Air date 1/12/2013
Written by UltiVerse
Directed by UltiVerse
Episode Guide
Ultimate Escape


At Bellwood Prison, a policeman is letting Carl Nesmith, known as Overlord, out of his prison cell.

(Policeman): You're free to go.

Overlord walks outside of the prison.

(Overlord): Ben 10, I'm coming.

Meanwhile, Ben and co are eating burgers and chili fries at Burger Shack.

(Ben): These will never cease to please my taste buds.

(Kevin): You can say that again.

(Rook): Indeed, these Earth dishes make my fur stand on end.

(Gwen): You have fur?

(Rook): Why, indeed.

Suddenly, Sevenseven bursts in.

(Sevenseven): Ookietaka!

(Ben): Yeah, yeah.

The customers run out.

(Ben): We should take this outside.

He transforms.

(Grey Matter): Grey Matter!

The team runs outside, where innocent bystanders are looking at Sevenseven.

(Grey Matter): You can't catch me!

Sevenseven shifts his hands into cannons and shoots laser at the heroes. Gwen creates a mana shield to protect them.

(Gwen): Any time now, guys!

Sevenseven shoots more powerful laser at the mana shield, making it dissipate.

(Sevenseven): Qwertuopfja!

Grey Matter jumps on his back, smashing his systems. Sevenseven grabs Grey Matter, pulling his Infinimatrix symbol, to no avail.

(Grey Matter): Stop it, Karate Man!

He transforms.

(Walkatrout): Walkatrout!

Walkatrout slips from Seveseven's grasp, and drops to the ground.

(Walkatrout): Oh, yeah!

He transforms.

(Eatle): Eatle!

He eats a piece of the ground and shoots laser at Sevenseven. Rook shifts his Proto-Tool into a blaster and uses it to shoot a web at him.

(Rook): You are under arrest!

(Eatle): What he said.

(Kevin): No fair, I didn't get to do anything!

(Eatle): You got to stand around.

(Kevin, sighing): Fair enough.

Sevenseven breaks out of the net and flies towards a middle-aged woman, attempting to shoot laser at her and the other bystanders to chase them off, but a speedy figure grabs him and throws him up to the sky. The crowd murmurs. The speedy figure lands from above, revealing to be Overlord.

(Overlord): Don't worry, folks. Overlord is here to save you!

The crowd cheers, and Eatle's eyes widen.

(Eatle): No. Not him.

Eatle reverts back to Ben. Later that day in Ben's house, Ben and co are watching TV. The Will Harangue Nation plays.

(Will): Today marks the return of a true hero, the one and only, Overlord. That's right! He's back, and he's showing Tennyson the real way to be a hero!

(Ben): Seriously? Why did they even let him out of prison?

(Kevin): It's been two years, man.

(Ben): He's gonna start brainwashing Bellwood by making them think he's a hero. I just don't like his angles.

(Gwen): His 'angles'?

(Ben): The way he works.

In the meantime in the Plumbers' base, various Plumbers are working at their stations. Suddenly, a voice is heard.

(Voice): They're following me!

The Plumbers look around and see a male human Plumber, with five Petrosapien Tennyson Destroyers following him.

(Plumber Jerry): Stand down in the name of the Plumbers!

The Petrosapiens shoot crystals at Plumber Jerry.

(Plumber Jerry): Ow! Ow! Ow!

(Plumber): Aim for their headbands!

Various Plumbers start using their weapons to shoot lasers at their headbands. The headbands become loose but don't fall off. The Petrosapiens create a crystal wall in between them and the Plumbers.

(Plumber 2): Call Ben 10!

(Plumber 3): You can't keep depending on-

Ben and co enter.

(Ben): Whoa! What's going on?

Overlord suddenly crashes from above and punches the headbands off the Petrosapiens.

(Overlord): Don't worry. Overlord is here to save the day!

(Kevin): This is a private area! There is no way you could've entered!

(Overlord): Oh, I get around.

(Plumber Jerry): How could our lasers not shoot the headbands off, but your strength could?

(Overlord): What can I say? I work out.

He rises back to the surface, and goes through the roof of Max's Plumbing. People cheer. Back in the Plumbers' base, Ben, Gwen, Kevin and Rook are talking.

(Rook): I believe we should take precautions. This 'Overlord' violated a Plumber rule.

(Ben): Now I know he's planning something!

(Gwen): You're-You're actually sorta right.

Later, Ben and co are walking around town.

(Ben): All I need is for someone to say (mimicking someone in a deep voice) 'Ben 10, give me your Infinimatrix!'

An army of wasps surround the four.

(Ben): Wasps? Oh, I think I know a certain guy who likes wasps.

Clancy arrives at the scene.

(Clancy): Missed me, Tennyson?

(Ben): Not really.

He transforms.

(Spidermonkey): Spidermonkey!

He shoots a web at the wasps, trapping them. Spidermonkey jumps towards Clancy, repeatedly punching him.

(Clancy): No fair!

He summons more wasps. Overlord arrives, hovering in the air with his hands on his hips in a heroic way. A crowd forms. Spidermonkey evolves.

(Ultimate Spidermonkey): Ultimate Spidermonkey! Guys, handle the wasps!

(Overlord): I'm not-

(Ultimate Spidermonkey): -I wasn't talking to you.

Gwen traps the wasps in a mana sphere and throws it far up into the sky. Ultimate Spidermonkey runs towards Clancy and repeatedly punches him. Overlord flies towards him and tries grabbing Clancy to have his turn in beating him up, but Ultimate Spidermonkey pushes him away with his spider legs. Ultimate Spidermonkey twists Clancy's shirt and throws him to the ground.

(Clancy): That was just baby play!

(Kevin): Let me beat him up.

He touches the ground, absorbing the material. Kevin, now in asphalt form, runs towards Clancy and punches him. Clancy kicks his chest.

(Clancy): I'm not giving up.

He summons wasps to carry Kevin up to the sky and back to the ground head first. Kevin slowly gets up, with bits and pieces of his material form now gone.

(Kevin): Thank goodness I was wearing armor.

(Gwen): Are you okay?

(Kevin): Yeah.

Ultimate Spidermonkey jumps up and smashes the ground near Clancy, making him fall down. Ultimate Spidermonkey instantly shoots a web at him, trapping him.

(Clancy): Eh, I knew this would happen.

(Crowd): Ben 10! Ben 10!

Ultimate Spidermonkey devolves back to Spidermonkey and reverts back to Ben.

(Ben): I guess the tables have turned.

Overlord growls.

(Overlord): Raah!

He flies off. Later at night, Gwen is in her room, watching a soap opera on TV, now in pajamas.

(Man on TV): No, you can't leave me. Please.

(Woman on TV): I have to. It's too much for me to handle.

She sobs.

(Gwen): Tsk tsk.

She turns off the TV and pulls the covers over her, closing her eyes and trying to go to sleep. Minutes later, she is fast asleep. A figure from outside watches her, hovering. The figure lifts the window, revealing to be Overlord. He enters and grabs Gwen, covering her mouth.

(Gwen): Mmrph!

Overlord escapes without a sound. The next morning, Ben is eating the last scoop of his cereal for breakfast.

(Ben): Yum. Now to find Gwen, Kevin and Rook.

He gets up and looks at his empty bowl on the table.

(Ben): Eh, I'll do it later.

He runs to the garage and approaches the DX Mark 10.

(Ben): Voice recognition: Ben Tennyson, code 11038.

The DX Mark 10's driver's door opens.

(Ben): Good car.

The garage door opens as Ben enters his car, driving off.

(Ben): Contact Gwen.

(DX Mark 10): Contacting.

A beep comes out of the speakers of the car.

(DX Mark 10): Unable to contact.

(Ben): Huh? Her phone battery must be dead.

He drives to Gwen's house and pulls over. He enters.

(Ben): Uncle Frank? Aunt Lily? Gwen?

He hears nothing.

(Ben): Oh, well. Maybe Gwen's still here.

He runs upstairs and stands in front of Gwen's room. He sees a note under the door. He picks it up and reads it.

(Ben): 'Dear Gwen, we have gone out to do errands. Your breakfast is on the table. Love, your parents.'

He puts the note in his pocket and knocks on the door.

(Ben): Huh, no answer. She must've watched TV all night.

Minutes later, he exits Gwen's house and drives off, humming the theme song of Sumo Slammers. The screen on the car beeps and reads 'Incoming Transmission'.

(Ben): Answer.

The screen then shows Overlord.

(Overlord): Hello, Ben Tennyson.

(Ben): What do you want?

(Overlord): You must be wondering where your teammates are. Don't try to look for them. They're with me. If you want them back alive, you have to come to my lair, where we'll fight one-on-one on camera. If you win, you get them back. If I win, say goodbye to your teammates, your watch and your life.

(Ben, a little angry): Fine, but you know something? You're nothing but a fame monster.

Later, he pulls over in front of Overlord's lair and runs in.

(Ben): Nesmith! Where are-

He notices Gwen, Kevin and Rook cuffed to the ceiling, unconscious, and cameras all around the room. Overlord hovers down from above.

(Overlord): Ah. You're here.

(Ben): Let's just get this over with.

He transforms.

(Spidermonkey): Spidermonkey!

Overlord shoots missiles at him. Spidermonkey dodges all but the last one, falling to the ground. The other missiles hit the wall.

(Overlord): Ha ha ha!

Spidermonkey gets up and leaps towards Overlord, evolving.

(Ultimate Spidermonkey): Ultimate Spidermonkey!

He grabs Overlord and smashes him against a wall, punching him. Overlord's suit glows, and Overlord delivers one strong punch to Ultimate Spidermonkey, which makes him fall to the ground.

(Ultimate Spidermonkey): How did that?

(Overlord): My suit, of course.

He kicks Ultimate Spidermonkey, who gets up and punches Overlord and pins him to the ground.

(Ultimate Spidermonkey): Give up yet?

(Overlord, shooting laser at him): No!

Ultimate Spidermonkey jumps aside to avoid it, grabbing a piece of the wall and throwing it towards Overlord. He breaks it with a punch. Fireballs appear on his palms. Ultimate Spidermonkey devolves back to Spidermonkey and transforms.

(Big Chill, uncloaking): Big Chill!

He uses his frost breath to freeze the fire.

(Big Chill): Chill, Nesmith. You know fire won't hurt me.

(Overlord): Then how about this?

Using the suit, he uses telekinesis to pick Big Chill up and throw him across the room.

(Big Chill): Aah!

He gets up and turns intangible, entering Overlord's body. He is forcibly pulled out seconds later.

(Big Chill, turning tangible): That suit has a sensor?

(Overlord): Of course. I thought of everything to take you down!

(Big Chill): Then it's time to level up.

He evolves.

(Ultimate Big Chill): Ultimate Big Chill!

He uses his ice flame frost breath to freeze Overlord's suit. The suit heats up, melting the ice. Overlord rams into him, punching him repeatedly. Ultimate Big Chill turns intangible and flies up to the ceiling, emitting hail around the room.

(Ultimate Big Chill, landing): Now this is what I call a winter wonderland.

(Overlord): How long are you planning to keep this up, Tennyson?

(Ultimate Big Chill): As long as it takes.

(Overlord): I was about to say the same thing.

He shoots missiles at Ultimate Big Chill.

(Ultimate Big Chill, as he slams against a wall): Oof!

Overlord flies towards him and repeatedly punches him. Ultimate Big Chill turns intangible and phases through the wall. He then phases through the wall behind Overlord and charges at him.

(Overlord): Ergh!

Ultimate Big Chill creates an ice tornado around Overlord.

(Overlord): Tennyson!

He uses his suit to shoot fire at the tornado, dissolving the ice.

(Ultimate Big Chill): You're annoying.

(Overlord): Look who's talking.

(Ultimate Big Chill): I'll be going nowhere with Ultimate Big Chill.

He evolves.

(Infinite Big Chill): Infinite Big Chill! This is new.

(Overlord): Good for me. I'll have the upper hand!

(Infinite Big Chill): Nope.

He creates a hail thunderstorm above Overlord.

(Infinite Big Chill): Cool. I can create natural disasters?

(Overlord): Argh! Ugh! Oof!

Overlord shoots laser at the hail that falls and an opaque visor slides down, covering his face. He then shoots radiation blasts at Infinite Big Chill.

(Infinite Big Chill, barely dodging): That doesn't look good.

His Infinimatrix symbol beeps.

(Infinimatrix): Radiation warning. Power draining.

(Infinite Big Chill): No!

He unintentionally devolves back to Ultimate Big Chill and then to Big Chill, and unintentionally reverts back to Ben.

(Overlord): Ha!

He shoots laser at Ben, making him fall down. He walks towards him and steps on his chest.

(Overlord): You're going to die, Tennyson. Those hooligans out there think I'm a hero. I returned just to destroy you, and when you're gone, all will bow to me!

Outside, Jimmy, Cash and JT, among other people, are watching what Overlord said to Ben on a big TV screen in the middle of Bellwood. They gasp.

(Jimmy): We have to help Ben.

(JT): Do you know where his lair is?

(Jimmy): I can tap onto his cameras using this device.

He takes out a device that looks like a remote control with a screen on it.

(Jimmy): The HackerPro 4000. It can tap onto cellphones, cameras, computers...

(Cash): Don't just stand there. Do something!

Jimmy points the antennae to the big screen. The footage from the screen appears on the HackerPro 4000.

(Jimmy): Now to find the source.

In Overlord's lair, Overlord raises his left fist, glowing yellow, about to end Ben's life. His Infinimatrix beeps.

(Infinimatrix): Randomizer Mode activated.

Ben unintentionally transforms.

(Lightstone, getting up): Lightstone! New alien? Ugh. I'll try anything at this point to take you down.

(Overlord): As if.

He absorbs all the light in the room, supercharging his powers. He shoots a light blast at Overlord, who hits a wall. He hovers towards Lightstone, attempting to punch him, before a bunch of police, along with Jimmy, JT and Cash, enter.

(Lightstone): Guys? Is that you?

(JT): Who else could it be?

(Policeman): Carl Nesmith, you are under arrest.

(Overlord): I didn't do anything.

(Policeman 2): You think we didn't hear what you said about us being hooligans?

(Overlord): You will die!

He attempts to blast the policeman with a light blast, but Lightstone absorbs it and shoots it right at his suit, partly damaging it.

(Lightstone): Wait. I have an idea.

He shoots scorching light at the cuffs restraining Gwen, Kevin and Rook. As they fall, Cash catches Gwen, Lightstone catches Rook and a policeman catches Kevin. They regain consciousness in the arms of who caught them.

(Cash, flirtatously): Hey.

(Gwen): No. Just no.

She gets off Cash's arms.

(Cash): Aw.

Kevin and Rook get off the policeman and Lightstone respectively.

(Lightstone): Gwen, do your stuff.

Gwen smirks and fires a large mana blast at Overlord, knocking him to the ground. As he gets up, the policeman handcuff him.

(Overlord): You hooligans!

(Jimmy): Thank you very much.

Minutes later, Ben, Gwen, Kevin, Rook, Jimmy, Cash and JT are watching outside as Overlord is brought into a police car.

(Rook): It pleases me to know that Overlord is taken into custody.

(Ben): You said it.

(Kevin): I'm hungry.

(Gwen): You're always hungry.

(Kevin): Hey, a man's gotta eat.

Ben runs to the DX Mark 10.

(Ben): Last one in's a rotten egg!

(Kevin): Oh, no, we're not!


Major Events

  • Overlord makes his first reappearance.
  • Walkatrout makes his first reappearance.
  • Plumber Jerry makes his first reappearance.
  • Ultimate Big Chill makes his first reappearance.
  • Infinite Big Chill makes his first appearance by Ben.
  • Lightstone makes his first appearance.



Aliens Used


  • It is revealed that:
    • The DX Mark 10 can detect Ben by voice recognition.
    • The Infinimatrix can get drained of its power by radiation.
  • Between Rumors and Lies and this episode, Will was doing community service to pay off his fine for attacking Ben.
Ben 10: Protector of the Omniverse
Creator: UltiVerse
Co-Writer(s): Bat24 - PrimalFan - The Awesome Jack

Artist(s) and Other(s): Echoson (Artist) - PrimalFan (Artist) - Ultra3000 (Idea Provider)

Ben Tennyson - Gwen Tennyson - Kevin Levin
Timeline 1
Argit - Azmuth (deceased) - Bellicus - Carl Tennyson - Cash Murray - Charlie Grant - Coach Kaye - Collin Matthews - Crystal Phoenix - Emily - Eunice - Frank Tennyson - Galvan Soldiers - Gluto - Jimmy Jones - Jonesy - J.T. - Julie Yamamoto - Kenneth Tennyson - Max Tennyson - Myaxx - Mr. Baumann - Natalie Tennyson - Pakmar - Plumbers (Alan Albright - Blukic - Bromeba - Bryk - Chortle - Cooper Daniels - Driba - Elliot - Fistina - Helen Wheels - Jerry - Krayec - Leadfoot - Manny Armstrong - Magister Arnux - Magister Hulka - Magister Patelliday - Maryana Autumn - Molly Gunther - Morty - Stenner - Stick Doug - Tack - Zorian) - Professor Paradox - Sandra Tennyson - Serena - Ship - Tetrax Shard - Zed

Timeline 4
Multiplex - Sibyl - Titan - Carl Tennyson - Julie Yamamoto - Sandra Tennyson

Timeline 23
Ben Tennyson - Tetrax Shard - Sevenseven - Azmuth

Timeline 33
Gwen Tennyson

Timeline 999

Timeline 1
Alien X - AmpFibian - Antigravitesla - Arctiguana - Armodrillo - Astrodactyl - Atomix - Ball Weevil - Big Chill - Blitzwolfer - Bob the Blob - Brainstorm - Bullfrag - Buzzshock - Cannonbolt - Chamalien - Chromastone - Clockwork - Crashhopper - Dartroot - Decagon Vreedle - Diamondhead - Ditto - Domino - Eatle - Echo Echo - Evomania - Eye Guy - Fasttrack - Feedback - Four Arms - Frankenstrike - Ghostfreak - Glitch - Goop - Gravattack - Grey Matter - Gutrot - Heatblast - Heavysplitter - Humungousaur - Jetray - Juryrigg - Kickin Hawk - Lodestar - Mimisthetic - MindFlip - Mole-Stache - Nanomech - NRG - Octolord - Overflow - Pesky Dust - Plantapocalypse - Porquillpine - Portaler - Rath - Ripjaws - Rocks - Sandbox - Shocksquatch - Slow Hands - Snare-oh - Sparkhenge - Spidermonkey - Spitter - Squidstrictor - Stinkfly - Swampfire - Terraspin - Thriller Whale - Toepick - Upchuck - Upgrade - Venomsnake - Vine-al Warning - Water Hazard - Way Big - Whampire - Wildmutt - Wildvine - Wolf Calendar DS - XLR8
Ultimate Arctiguana - Ultimate Big Chill - Ultimate Cannonbolt - Ultimate Echo Echo - Ultimate Goop - Ultimate Gravattack- Ultimate Heatblast - Ultimate Humungousaur - Ultimate Rath - Ultimate Spidermonkey - Ultimate Swampfire - Ultimate Way Big - Ultimate Wildmutt
Season 1

Season 2

Season 3

Season 4

Season 5

Season 0
Azmuth's Invention - Wrath of the Xenocytes - The Trouble With Doubles - Escape From the Infinimatrix - Bait - Fusing Some Enemy Butt - Factorial Doom - Wrath of Vilgax - A Trip To...Nowhere - To The Past - Clown Catastrophe - Forever Stealing - Rumors and Lies - Summer Again - Truce - Ultimate Escape - Hero's Challenge - Controlled - Ben-Blank: Protectors of the Omnigizer - Prom Not To Be - Doom Date - Behind the Mask - Quest to Conquer - When Things Are Altered - Play It Back Again - Ben 10: Fall of the Omniverse - Surprise Visit - The Chronian Invasion - Aggression

Related Pages
Ben 10: Omnifinite - Earth-50 - Fan List

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