Ben 10 Fan Fiction Wiki
Ben 10 Fan Fiction Wiki
Ben 10: Omnitrix Unlimited
Season 1, Episode 9
Air date 1/6/2013
Written by Ultra3000
Directed by Ultra3000
Episode Guide
A Day in the Life of A Hero
Highbreed Invaded: Part 2

Highbreed Invaded: Part 1 is the ninth episode of Ben 10: Omnitrix Unlimited and the first part of Season 1 finale.


We see Earth from space. In a large spaceship, Vilgax sits on his throne, while his drones do several checks to see if everything is alright.

(Vilgax): Have you located him?

(Drone): Yes, master Vilgax. He is in Undertown. Shall I send some drones to get him?

(Vilgax, standing up): No. I prefer to do this myself. Open the gateways.

The drone presses some buttons and the gateway opens. Vilgax flies away towards Earth. As he lands, he crashes the ground, creating a small crater. He smashes the ground with his fist, revealing Undertown below. Meanwhile, Psyphon is trading some weapons with an alien.

(Psyphon): 10 Taydens. No more, no less.

(Alien): Are you kidding me? This is too expensive!

(Psyphon): Let me show you what it can do.

He picks up one and blasts Tummyhead, who explodes, but regenerates afterwards.

(Tummyhead): Ouch!

(Psyphon): Silence! So, what do you say?

(Alien): Hmm, it's worth the price. I'll get 5.

Suddenly, Vilgax bursts in, knocking out several goons. The alien runs away, screaming, but Vilgax shoots him with his heat vision.

(Vilgax): Psyphon!

(Psyphon): Vilgax! What an unpleasant surprise!

He shoots lasers from his hands, but Vilgax seems unharmed. He activates his steroids, boosting his strength. Psyphon quickly grabs a weapon and blasts Vilgax, who stands still.

(Psyphon): Not a scratch!

(Vilgax): Surprised, weakling?

He smashes the ground, but Psyphon flies and shoots more lasers.

(Vilgax): Fool. You only make me stronger.

He shoots his heat vision and so does Psyphon, but Vilgax easily overpowers him. He grabs him and punches him repeatedly. Psyphon lies on his knees, semi-unconscious.

(Vilgax): You have two options, lackey. You join me, or you get absorbed.

(Psyphon): I prefer the first.

He falls unconscious.

(Vilgax): Wise choice.

He takes him to his spaceship.

(Drone): Master, are you going to battle Ben Tennyson?

(Vilgax): No. I am the conqueror of 10,000 worlds, but I need more power. We are heading to Augstaka.

Meanwhile, Alan, Helen, Manny and Azmuth are at the newly rebuilt Plumbers' Academy, where they fight Crabdozer.

(Alan): What is that?

(Azmuth): It's a Crabdozer, predator of Pyronites. Khyber must have sent his pet to find Ben, but he is in Bellwood.

Crabdozer charges at Alan, but Manny shoots some lasers from his guns and punches her.

(Manny): Take that, you ugly rhinocheros-beetle creature!

(Helen): It's a Crabdozer!

(Manny): Yeah? Well I didn't see you fightin' it!

Helen runs around Crabdozer and creates a small tornado, but she transforms into Omnivoracious and bites her tail.

(Helen): This hurts!

Omnivoracious grabs Azmuth and prepares to swallow him, but Alan shoots a fire blast, throwing Azmuth down.

(Alan): Come at me turkey!

Omnivoracious transforms again into Crabdozer and hits Alan with her horn, make him smash through a wall.

(Helen): Alan!

She then sees a bright light engulfing the room, who turns out to be Alan, with his flames being stronger than ever.

(Alan): Round 2, chicken!

Crabdozer runs towards Alan, but he melts the ground, trapping her. Manny then throws a freeze grenade that freezes the lava.

(Alan): That was awesome!

(Azmuth): I don't want to spoil your excitement, but we have to inform Ben.

Alan reverts to his human form.

(Alan): Well, at least we are official Plumbers.

(Helen): What about Khyber?

(Manny): I don't think he has the guts to come here.

(Azmuth): This is indeed worrying.

Suddenly, Crabdozer turns into Hypnotick and phases through the frozen lava and escapes the academy.

(Alan): Great, we lost it.

(Helen): Her. She's a female. Didn't you attend the health class?

Then, some Plumbers appear. Among them are Magister Arnux and Hulka.

(Magister Hulka): What happened here? You wrecked the place!

(Manny): We? Listen-

(Azmuth): Respect your superiors. Allow me to explain, Magisters. Khyber's dog attack us and these brave children saved my life as well. However, Khyber was absent.

(Magister Arnux): Very well. We will check for further evidence.

In the meantime, Vilgax's spaceship approaches Augstaka.

(Psyphon): What now, master?

(Vilgax): I don't remember giving you permission to speak, Psyphon.

(Psyphon): My sincerest apologies, master Vilgax.

(Vilgax): I know that I'm more powerful than Tennyson, but I don't want to beat him only. He must be humiliated and for that I will need more power. The Highbreed were once the most powerful race in the galaxy and I respect them.

(Psyphon): Are you going to fight their emperor, Reinrassic III?

(Vilgax): I have bigger plans. Now as we speak, my drones are upgrading the power-absorbing machine to be capable of absorbing the powers of all the residents of the planet! Ha, ha, ha!

Psyphon's eyes become bigger from terror.

(Vilgax): What is it Psyphon? I see fear in your eyes. Or did you forget the time I destroyed your planet?

(Psyphon): No, master Vilgax, I did not.

A drone appears.

(Drone): The machine has been modified, master Vilgax.

(Vligax): Excellent. Soon, the whole universe will aknowledge me as the conqueror of 10,001 worlds!

The scene changes as we go to Dr. Psychobos' ship. He is walking around, frustrated. Suddenly, Khyber appears.

(Khyber): What is it now, Psychobos? Feeling a bit nervous?

(Dr. Psychobos): It's Dr. Psychobos! Wher-r-e is your p-pet?

(Khyber): It is searching for Tennyson. It seems that whoever informed us the he was in the Plumbers' Academy, was wrong.

(Dr. Psychobos): Of course, you do real-l-lize that catching Ten-n-nyson isn't our true goal, Kh-h-hyber. The Faction is inc-c-complete.

(Khyber): Ben Tennyson will be my greatest trophy! And as for our 'goal', humiliating Azmuth is not my concern.

(Dr. Psychobos): Wait! I g-g-ot it! I had forgot-t-ten that I, Dr. Psychobos, had implant-t-ted Tennyson with a chip. And I use the term loosely.

(Khyber): So much for 'the greatest intellect in the universe'.

(Dr. Psychobos): Are you mocking me, Kh-hyber?

(Khyber): No, of course not.

(Dr. Psychobos): Tell your p-p-pet to come her-r-e. I will do this myself.

(Khyber): Just leave Tennyson to me.

(Dr. Psychobos): As you wish.

He teleports away.

(Khyber): Finally! Now, it is time for my real plan!

During that time, the Chimeran Hammer lands on Augstaka, where the Highbreed are peacefully socializing with each other.

(Vilgax): During the first second, they're content, and the next, they'll be miserable. Ha ha ha.

(Psyphon): Indeed, master.

Vilgax gets up from his throne, with Psyphon following him. Behind them are drones with an energy absorption machine. They exit the ship and Vilgax walks towards a Highbreed.

(Highbreed): It's Vilgax the Conquerer! Please leave me alone!

(Vilgax): No.

Psyphon and the drones connect the machine to Vilgax and the Highbreed. The Highbreed tries to escape, but is pulled back by Vilgax. The machine starts up and Vilgax's eyes glow.

(Vilgax): Ha ha ha!

The Highbreed falls to the ground, losing energy.

(Highbreed): Noooo!

(Vilgax): Yes!

The Highbreed loses energy and becomes unconscious.

(Vilgax): More.

Later, Dr. Psychobos is spying on Ben and co, who are at Mr. Smoothy.

(Dr. Psychobos): Looks like Khyber didn't keep his promise. N-no matter.

He reveals himself to the heroes, instantly shooting electricity everywhere.

(Ben): Psychobos?

He slaps the Omnitrix 1.5 and his skin becomes green, he grows more muscular, his fingers merge into three and sunglasses appear in front of his eyes, completing the transformation.

(Bullfrag): Bullfrag! That's what I'm talkin' about!

He stretches his tongue towards Dr. Psychobos. Gwen shoots some mana blasts and Rook hits him with his Proto-Tool in quantum staff form. Dr. Psychobos grabs the staff with his pincer.

(Dr. Psychobos): I will tak-k-ke that, thank you!

Out of nowhere, Kevin appears in stone form.

(Kevin): Surprise!

He hits him, making him break a Mr. Smoothy wall.

(Bullfrag): Hey, watch it man! You are destroyin' my place!

(Kevin): Congratulations! You own Mr. Smoothy now?

(Bulfrag): I love these arguments we have.

Dr. Psychobos gets up and Bullfrag jumps towards him, but Psychobos shoots a blast in Bullfrag's face, breaking his sunglasses.

(Bullfrag, talking in slow motion): My epic sunglasses! No!

He starts crying.

(Gwen): Oh come on, Ben! Act like you're 18!

(Bullfrag, crying): But he broke my sunglasses!

(Dr. Psychobos): Mwahahaha! (cough, cough)

(Rook): I believe this is starting to get out of hand.

Bullfrag sucks his thumb.

(Bullfrag): Mama, he broke my sunglasses.

He unintentionally transforms.

(Snare-oh): Snare-oh! He broke my sun-

(Kevin): -You don't have sunglasses.

(Snare-oh): Oh, you are right! It's payback time!

He stretches his arm towards Dr. Psychobos, but he shoots an electric blast.

(Snare-oh, being electrocuted): Stupid conductive bandages!

Rook kicks Psychobos, freeing Snare-oh, who unintentionally transforms.

(Brainstorm): Brainstorm? Oh, dear. I must tell Azmuth regarding this dillemma.

(Dr. Psychobos): A Cerebrocrustacean like me? Ha! I am sup-p-perior!

During that time on Augstaka, Vilgax is threatening the Highbreed.

(Vilgax): Beware your new leader! Bow down before me! Your energy is mine.

Meanwhile in a tall building, a Highbreed approaches Reinrassic III, who is sitting on a throne.

(Highbreed): Lord Higbreed Supreme, I have upsetting news.

(Reinrassic III): Tell me, what is it?

(Highbreed): Vilgax the Conqueror! He is here!

(Reinrassic III): He dare come here? I'll teach him a lesson!

He stands up and flies outside of a window and lands next to Vilgax.

(Vilgax): Reinrassic III? Prepare to be absorbed!

(Reinrassic III): I beg to differ.

He punches Vilgax, who uses his frost breath to freeze him.

(Vilgax): Psyphon, prepare the-

The ice breaks.

(Reinrassic III): I thought you were smart, Vilgax. Ice and water make us stronger!

He flies and grabs Vilgax, spinning him around and then he throws him into the ground and lands on him, creating a shockwave.

(Reinrassic III): Had enough?

(Vilgax, smiling): What did you do? I didn't feel anything.

He grabs Reinrassic's III leg and breaks it and shoots him repeatedly with his heat vision. He then emits a sonic scream that knocks him over.

(Vilgax): Surrender and I will spare your life.

(Reinrassic III): Never!

(Vilgax): Very well.

His eyes start to glow red, but a Plumber ship appears and blasts Vilgax away. Cooper comes out of it.

(Reinrassic III): How did you know he was here?

(Cooper): We were investigating the vicinity. You are injured, you must come with us.

(Reinrassic III): I must defend my people!

(Cooper): I have seen more stubborn people.

Suddenly, several drones appear and start attacking.

(Cooper): Ah, I think we are gonna need backup.

He takes out his Plumber badge and the scene changes to the Plumbers' Academy. Alan's badge starts beeping.

(Alan): Cooper, is that you?

(Cooper): No time for explaining. Vilgax has invaded Augstaka. We are outnumbered. Bring the others.

(Alan): Okay, I'm on it.

(Manny): What did he say?

(Alan): They need us in Augstaka.

(Helen): I suggest we call Ben too.

(Azmuth): What's the problem?

(Alan): Vilgax.

Everyone gasps. Back to Bellwood, Brainstorm and Dr. Psychobos argue about who is the best.

(Brainstorm): My dear! Your pincer is bigger than your brain!

(Dr. Psychobos): You dare insulting me?

(Brainstorm): Why yes, yes I do. You are a shame for all the Cerebrocrustaceans!

(Dr. Psychobos): Enough!

He shoots a blast, but Brainstorm blocks it with a shield.

(Brainstorm): Look how easily I dodged your not-having-been-planned-before attack.

(Dr. Psychobos): I will make you eat th-h-ese words!

(Brainstorm): At least my speech is not stuttered.

(Dr. Psychobos): Argh!

(Gwen): Somnus!

Psychobos falls down asleep.

(Brainstorm): Excellent idea Gwendolyn.

(Kevin): Why don't we try this on every villain?

(Gwen): I thought you liked butt-kicking.

(Kevin): So true.

Brainstorm reverts back to Ben.

(Rook): What are we going to do with Psychobos?

(Ben): Let's get him to Grandpa Max.

Ben's phone starts to beep.

(Ben): Huh? Oh, Alan it's you! How's it going? What? You can't be serious!

(Kevin): What are they saying?

(Gwen and Rook): Shhh!

(Ben): I am coming as fast as I can.

(Rook): What was the situation?

(Ben, hanging up): Vilgax.

Everyone gasps.

(Ben): Oh c'mon! He was gonna return anyway! We are heading to Augstaka.

(Rook): My Proto-TRUK is just parked outside.

(Kevin): And when we get there, what?

(Ben): Questions later. We must hurry!

They enter the Proto-TRUK, except Ben.

(Gwen): What are you waiting for?

(Ben): Fasten your seatbelts. This is gonna be fast!

He transforms.

(Upgrade): Upgrade! I missed that guy!

He merges with the Proto-TRUK and they reach Augstaka in five minutes. He unmerges and reverts. He sees Alan and co. fighting the drones.

(Kevin): Right on schedule!

He absorbs a nearby stone and shifts his hands into hammers. Rook turns his Proto-Tool into a sword and they charge at the drones.

(Alan): Ben! You made it!

(Ben): I always do. Where's Vilgax?

(Azmuth): We do not know.

(Ben): Azmuth?

Meanwhile, Rook slashes some drones and Manny blasts some others. Kevin throws one at others and Gwen shoots mana shurikens. Helen takes their weapons and blasts them.

(Rook): There are too many of them!

(Kevin): You think?

(Ben): Ready, Alan?

(Alan): I sure am!

He switches into his Pyronite form.

(Alan): Heatblast! I've always wanted to say that!

(Ben): No, no, no! You're doing it wrong!

He transforms.

(Heatblast): Heatblast! Your voice needs to be deeper.

Alan flies using a rock and Heatblast propels himself. They join the others.

(Kevin): Well, it was about time!

Azmuth goes to Cooper.

(Azmuth): I'll take care of him. Go help the others.

(Cooper): Is Gwen here?

(Azmuth): Yes.

Cooper smiles and summons his mecha suit from Alien Force and goes in the battlefield.

(Heatblast): Cooper?

(Cooper): This is for you, Gwen!

He smashes ten robots and makes them a ball that launches at several others.

(Kevin): Watch this! Cannonball!

He rolls into a human cannonball and hits twenty robots, leaving Cooper speechless.

(Gwen): Boys!

She makes mana whiplashes and destroys an entire wave.

(Alan): Is this a contest?

(Heatblast): Making jokes during the battle? Sure. Learn from the expert.

He transforms again into Upgrade and goes into battle mode. He shoots several missiles and crushes some drones.

(Alan): Got it!

He jumps and shoots fireballs everywhere and then a large flamethrower.

(Manny): He is really good.

(Helen): How many robots are there?

(Cooper): There must be a regeneration device.

(Gwen): Most importantly, where's Vilgax?

As she asks that, we go to Psyphon, who finds Vilgax lying down, but he gets up.

(Psyphon): Master! It's a miracle you survived!

(Vilgax): No, it wasn't. I bet they used all their ship energy to hit me. It will be easy to stop them now.

(Psyphon): Tennyson is here.

(Vilgax): Even better! All of them are doomed! Mwahahaha!

We return to the battlefield, where things are difficult for our heroes. Ben has timed out and the drones seem endless.

(Kevin): Gwen, if I don't make it-

(Gwen): Don't say that! I can't risk losing you!

They hug each other and kiss.

(Ben): Not again! I will freak out!

He unintentionally transforms.

(Ghostfreak): Ghostfreak? I said 'freak out' not Ghostfreak! What will come next, 'chill out'?

He transforms.

(Big Chill): Big Chill? Wait a second! This is way too much for me!

He transforms.

(Way Big): Way Big! Yes! Yes!

He crushes some robots and uses his cosmic ray to wipe out several others.

(Way Big): I unlocked the Master Control!

He reverts back to Ben.

(Ben): Wait, what? No!

Meanwhile, Rook and Cooper, accompanied by Azmuth, are thinking for a way to stop the device.

(Azmuth): I will make a quick plan. Cooper, I want you to follow it completely. Your technokinetic abilities are going to be useful.

(Rook): What about me, Mr. Azmuth Sir?

(Azmuth): You will have to trigger it. I'm afraid there's no other choice.

(Rook): I have been trained for cases like this. I am ready.

(Cooper): How is Reinrassic III?

(Azmuth): He should be okay in the next ten minutes or so.

He starts designing something. In the battlefield, Helen and Manny are fighting the drones side by side. Ben slaps the Omnitrix 1.5 repeatedly to no avail. Alan, in human form, is surrounded by a large number of drones and he is about to pass out.

(Alan): So...tired.

(Gwen): Energio!

Alan gets up and shifts again into his Pyronite form and burns all the drones.

(Alan): Thanks! Behind you!

Gwen turns around and slices the drone in half with a mana sword.

(Gwen): This is so cool!

She continues slicing drones, while Kevin is smashing others. The Omnitrix 1.5 recharges and Ben slaps it.

(Omnitrix 1.5): Error, error. Connection with DNA database has been broken. Unable to transform.

(Ben): Not now! I'm going to Azmuth!

As he is going to the Plumbers' spaceship, he hears Azmuth, Cooper and Rook talking.

(Cooper): It is done.

(Azmuth): Are you sure, Rook? This might-

(Ben): Azmuth, my Omnitrix 1.5 is broken, can you-what's that?

He points at a small device on the table.

(Rook): This will destroy the regeneration machine, and I will trigger it.

(Ben): What? Are you completely out of your mind?

(Rook): My decision is final. I am glad that I worked with you, Ben.

(Ben): I will do it! I can turn into Ditto and-

(Azmuth): No, Ben. We can't risk losing you.

(Ben): Why? He is my best friend! By the way, don't tell this to Kevin.

(Rook): I am sorry, Ben.

(Azmuth): As for your Omnitrix...

He jumps into Ben's wrist and changes the core.

(Azmuth): This core is indestructible and most glitches have been fixed.

(Ben, to Rook): Good luck, man.

(Rook): Just to let you know, I never liked chili fries.

(Ben): WHAT?! And you're telling me this now?

(Rook): Yes. Goodbye.

He gets out of the spaceship and Ben follows him.

(Ben): Have you thought this through?

(Rook): Yes. Do not say this to the others. I do not want to distract them from battle.

(Ben): What will your family think about you? What about Rayona?

(Rook): The chances are 50-50%.

(Ben): This risk is too huge to take.

(Rook): I do not wish to fight with you. This is my duty.

(Ben): Then... this is really goodbye?

(Rook): I am afraid so. Cover me while I reach the machine.

(Ben): You have my word.

(Rook): What word?

(Ben): I will miss these facepalm moments.

He transforms.

(Feedback): Feedback! Now, hurry!

Rook runs to the machine, while Feedback blows up the drones.

(Kevin): Ben, where's Rook going?

(Feedback): To destroy the machine that creates the drones.

(Alan): You are hiding something from us.

(Feedback): Why would I do that?

Rook reaches the machine and puts the device. The timer says 10 seconds.

(Rook): I hope this doesn't hurt that much.

The timer says 3...2...1 and the machine explodes, destroying all the drones and making the heroes fall down. Feedback reverts back to Ben.

(Gwen): Rook, no!

Kevin hugs her.

(Ben): I will stop Vilgax. Once and for all!

(Manny): We all are.

Ben nods.

(Helen): For Rook!

(Ben, Gwen, Kevin, Alan, Cooper, Manny): For Rook!

Suddenly, Vilgax appears.

(Ben): Vilgax.

(Vilgax): Tennyson.

(Ben): It is time.

(Vilgax): The final battle. Yes!

The camera then shows the ruins from the machine and among them there is the Proto-Tool...


Major Events

  • Vilgax, Psyphon, Tummyhead and Vilgax's drones make their first reappearances.
  • Alan, Helen, Manny, Cooper, Magister Hulka, Magister Arnux, the Highbreed and Reinrassic III make their first reappearances.
  • Omnivoracious makes her first reappearance.
  • Bullfrag, Upgrade and Feedback make their first reappearances.
  • Snare-oh makes his first reappeance by Ben.


Aliens Used

By Ben

By Khyber's Dog



  • This is the first episode in the series to have transformation sequences.
  • Ben learns that Rook doesn't like chili fries.