Ben 10 Fan Fiction Wiki
Ben 10 Fan Fiction Wiki
Ben 10: Omnitrix Unlimited
Season 1, Episode 10
Air date 25/6/2013
Written by Ultra3000
Directed by Ultra3000
Episode Guide
Highbreed Invaded: Part 1
99 For A Change

Highbreed Invaded: Part 2 is the tenth episode of Ben 10: Omnitrix Unlimited and the second part of the season 1 finale.


The episode starts from where the previous one left off. Ben and Vilgax are ready to fight, while Psyphon prepares the absorption machine.

(Vilgax): You will fall, Tennyson. And then, the whole universe will belong to me!

(Ben): Dream all you want. I kick your butt every single time we have fought. What makes this one different?

(Vilgax): This!

He activates his steroids and throws a large rock at Ben, who transforms.

(Bloxx): Bloxx!

He catches the rock and returns it to Vilgax, who dodges with ease. He shoots rays from his eyes that break Bloxx's right arm.

(Bloxx): Hot, hot!

Gwen shoots some mana blasts and Alan a flamethrower but Vilgax pulls them off with a super breath.

(Vilgax): Deal with the sidekicks, Psyphon. Tennyson is mine!

(Psyphon): Of course, master.

He flies at Kevin and punches him, but Manny blasts him with his guns. Bloxx regenerates and hits Vilgax, but he grabs his elongated arm and swings him around.

(Bloxx): I think I'll-

He vomits and reverts.

(Vilgax): Very dissappointing. At least I will enjoy it when I kill you!

(Ben): You haven't seen the best of me.

He transforms.


He charges at Vilgax. In the meantime, Kevin, in stone form, uppercuts Psyphon, who uses his heat vision to burn Kevin's stone layer. Kevin falls on his knees and tries to resist.

(Gwen): Stop! You are killing him!

(Psyphon): That's the point, after all!

We see a bright pink light as Gwen transforms into her Anodite form.

(Gwen): I said leave him alone!

He makes a huge mana blast and sends Psyphon flying. NRG shoots a radioactive blast but Vilgax absorbs it.

(NRG): Uh-oh.

(Gwen): I can stop him, Ben!

Kevin regains consciousness and sees what's happening.

(Kevin): Gwen, no... You will lose yourself.

(Gwen): I can control it!

She ties Vilgax with her hair and prepares a blast. However, Vilgax absorbs the blast and his eyes glow pink for a second. Gwen reverts to human form.

(Vilgax): Thank you... for helping me destroy Tennyson!

(Alan): This is not good!

Helen tries to hit Vilgax, but he catches her and throws her to the ground. Cooper shoots some missiles that do no harm to Vilgax. NRG touches the ground and melts it, trapping Vilgax.

(NRG): Ha! Let's see how you-

Vilgax becomes intagible and gets up.

(Manny): What? Who? Where? When? Why?

(Vilgax): Let's continue, shall we?

(NRG): You are polite now? I've seen everything.

He shoots a blast but Vilgax absorbs it like before.

(NRG): I better change-

Before he completes the sentence, Vilgax gets behind him and starts squizzing the suit. Cooper shoots a blast and Alan a fireball to no avail.

(NRG): Don't use any energy weapon! He will absorb it! Aah!

Vilgax breaks the suit, freeing NRG. Vilgax freezes him, but he quickly melts the ice. Vilgax grabs a piece from the suit and throws it at NRG, who can't phase through and falls to the ground. Kevin absorbs one piece and hits Vilgax.

(Vilgax): Fools! Your attacks do nothing to me!

(Gwen): We will see about that!

She is holding the absorption machine and fires, but before it can fully absorb all of Vilgax's powers, Psyphon electrocutes her and shuts down the machine.

(Kevin): Gwen!

He runs to her, but Psyphon knocks him out with a laser. Vilgax grabs NRG.

(Vilgax): Goodbye, my enemy.

He puts his fist into NRG's stomach and starts absorbing him.

(NRG): Nooo!

He slaps the Omnitrix 1.5 symbol with a lot of effort and transforms.

(Sandbox): Sandbox!

He temporarily blinds Vilgax and escapes.

(Sanbox): C'mon, Astrodactyl!

He transforms.

(Ripjaws): Ripjaws! 'Most glitches fixed', huh? Wait, where's Azmuth?

Meanwhile, Azmuth is talking to Reinrassic III.

(Azmuth): Highbreed Supreme, we need to stop Vilgax from retrieving the Omnitrix 1.5. Perhaps your army of Highbreed could cause a distraction.

(Reinrassic III): Half of the Highbreed are weak, but I'll send my best Highbreed.

He speaks through an advanced microphone.

(Reinrassic III): Attention to the best Highbreed troop, report to my castle immediately.

Azmuth quickly walks away.

(Azmuth): Just as I had hoped. His Plumbers' badge is intact. I must hurry, if I want to save him.

We return to Ripjaws and Vilgax. The latter tries to hit Ripjaws with his rays, but he dodges.

(Vilgax): Remarkable. No one has ever dodged my beta beams!

(Ripjaws): There's a first try for everything.

In the meantime, Helen, Manny, Cooper and Alan fight Psyphon. Helen runs around him and Alan shoots a flamethrower, creating a fire tornado.

(Cooper): Hold it still! I have an idea.

He presses some buttons on his gauntlet and disassembles the suit. He then reconstructs it into a ice gun and fires, making Psyphon freeze instantly.

(Cooper): The extreme change in temperature should keep him still for a while.

(Helen): You are very smart, you know that?

(Manny, frowning): I didn't do anything.

Kevin gets up.

(Kevin): You sound just like me.

(Alan): Kevin! You are alright!

(Kevin, rubbing his head): Yes, Albright, I'm alright. Hey, that rhymes!

He sees Gwen lying next to him.

(Kevin): Gwen!

Gwen wakes up.

(Gwen): Vilgax! We have to help Ben!

(Kevin): Gwen... I thought I lost you!

(Gwen): Don't be silly.

They kiss.

(Cooper): Now I know how Ben feels like.

Meanwhile, Ben, still as Ripjaws is struggling to breathe as he is dehydrating.

(Ripjaws): Water! Water!

(Vilgax): Look how pathetic you are.

(Ripjaws): If you trying to bend me, it won't work.

(Vilgax): I wasn't trying to.

He prepares to hit Ripjaws, but Reinrassic III appears.

(Reinrassic III): Vilgax!

He punches him with all his strength and helps Ripjaws get up.

(Ripjaws): Reiny? Where were you?

(Reinrassic III): Vilgax took me out of the fight for a moment, Ben-Ben Tennyson, but now I'm here.

(Ripjaws): Your people is safe by the way.

They hear Vilgax laugh.

(Reinrassic III): What do you see that is funny, Vilgax?

(Vilgax): Nobody can stop the conqueror of 10,000 worlds!

(Ripjaws, surprised): 10,000?

(Reinrassic III): Your arrogance is your biggest weakness. And you should watch your surroundings.

(Vilgax): What?

Reinrassic III smashes the ground, making them break the ceiling of an underground cave, where the three fall in the water.

(Ripjaws): Finally! Full power!

(Vilgax): Why am I not changing to my true form?

(Ripjaws): Maybe it was one of the powers Gwen removed.

(Vilgax): Argh!

He shoots with his heat vision, but Reiny blocks it.

(Reinsrassic III): Don't worry Ben Ben Tennyson. We-

(Ripjaws): Got it. It's hero time!

He swims towards Vilgax and scratches him with his claws. Vilgax tries to catch him, but Ripjaws evades all the attacks and he scratches him again. Reiny lifts a rock and throws it at Vilgax, who destroys it with his heat vision and freezes Ripjaws with his breath.

(Vilgax): Time to end this!

Ripjaws slaps the Omnitrix 1.5 symbol and transforms into Articguana and breaks free from the ice.

(Articguana): What were you saying?

On the surface, a spaceship lands and Khyber and his dog come out of it. He looks around and sees the Proto-Tool on the ground.

(Khyber): Unexpected. It wouldn't mind Psychobos borrowing it for a while.

He takes the Proto-Tool and merges it with his hunting rifle, creating the Hunting Tool.

(Khyber): Distract Tennyson's allies, old friend.

The dog barks and transforms into Buglizard, who stands in front of the Plumbers' Helpers.

(Manny): Nice doggy.

Buglizard jumps on Manny and bites his upper left arm.

(Manny): Yo, quit bitin' my arm! I've already lost one, and I'm not about to lose another.

He punches her and Alan shoots a fireball. However, she transforms into Crabdozer and charges at him.

(Alan): Why do you like me so much?

He jumps above her and dodges the attack. She transforms into Terroranchula and shoots a web, only for it to be destroyed by Gwen's mana blasts.

(Gwen): Helen, look for Khyber. He must be around somewhere!

(Helen): On it!

She speeds away. Somewhere else, Azmuth is walking towards an unconscious Highbreed lying on the ground.

(Azmuth): I hope I arrived on time.

He injects the Highbreed with a blue serum and wakes up.

(Highbreed): Where am I? What happened?

(Azmuth): Vilgax the Conqueror has invaded Augstaka.

(Highbreed): I'm going immediately.

(Azmuth): Wait a minute.

He whispers something on the Highbreed's ear.

(Highbreed): Yes, I have seen him. He's a couple of meters away. You should hurry.

(Azmuth): Thank you.

We return to Helen, who is looking for Khyber. He gets aboard his ship (he rebuilt it off-screen) and looks around.

(Helen): Show yourself!

(Khyber): A Kineceleran will be a great trophy for my collection.

(Helen): You will have to catch me first.

(Khyber): That's not a problem.

He shoots with his Hunting Tool a glue-like substance on Helen's feet, trapping her.

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

(Khyber): Now it's time to find Tennyson!

He gets out of the spaceship, leaving Helen alone.

(Helen): Great, just great.

We go to the underground cave, where Articguana freezes Vilgax constantly with his breath, only for the latter to break free.

(Articguana): Just...need... to take... a breath!

Reiny punches Vilgax and sends him out of the water and he follows him along with Articguana, who reverts when he gets out.

(Vilgax): Hahaha! You think you can stop me? You are nothing more but puny scums!

(Ben): I haven't said my last word yet.

He transforms.

(Diamondhead): Diamondhead!

He shoots some diamond shards, that make Vilgax back off. Reiny uppercuts him and Vilgax crashes to a wall.

(Diamondhead): Ready to give up?

(Vilgax): Never!

He emits a sonic scream, that makes Diamondhead's body crack all over and Reiny falls to his knees.

(Vilgax): Finally! The time has come! Ben Tennyson will be-

(Diamondhead): Aren't you tired of being wrong?

He evolves.

(Ultimate Diamondhead): Ultimate Diamondhead! I didn't have this in mind.

He makes an axe from his hand.

(Ultimate Diamondhead): Awesome!

He hits Vilgax, who grabs his leg and smashes him to a wall. Reiny gets up and punches Vilgax.

(Reinrassic III): Leave my people alone, Vilgax!

(Vilgax): I will do that, if you can stop me!

We return to the surface, where Gwen, Kevin, Alan, Cooper and Manny are fighting Terroranchula. The latter shoots a web at Gwen, but she blocks it with a shield.

(Alan): I hate spiders!

(Cooper): Well, she's not exactly a spider.

(Manny): Quit talking! Time to kick some butt!

He jumps on Terroranchula and punches her continuously.

(Manny): Take that! And that!

(Gwen): Kevin, try to break the collar!

(Kevin): Alright, fine.

Before he does that, the ice where Psyphon is trapped starts to break, until he is freed.

(Kevin, to Cooper): You said this would keep him still!

(Cooper): I said for a while!

(Psyphon): You will pay for this!

He shoots lasers to Kevin, who dodges them and absorbs the ground.

(Psyphon): I'll teach you some manners, boy- What's that?

Terroranchula shoots some web on Phyphon, which ties him up.

(Psyphon): Let me go, you insect!

Psyphon breaks free from the web and shoots again lasers at Kevin, only to be blocked by a fireball.

(Alan): You will have to defeat us all!

(Khyber): He's not alone.

Everybody turns around and sees Khyber.

(Gwen): Khyber!

(Cooper): Where's Helen?

(Khyber): Your friend is safe. Unfortunately, I can't say the same thing for you!

He shoots a bolas that makes Gwen fall down. Alan shoots a flamethrower, but Khyber activates an extiguinshing device that puts out Alan's Pyronite form. Cooper attempts to fire with his ice gun, but Khyber slices it with the Hunting Tool in sword form and knocks him out. Kevin punches him, however Psyphon uses his heat vision to defeat Kevin. Terroranchula makes Manny fall down and becomes unconscious. Khyber then whistles and she reverts to her dog form.

(Psyphon): I am very impressed. Lord Vilgax will be very pleased to meet you.

(Khyber): I am working alone. But I can see we have a common enemy.

Suddenly, Ultimate Diamondhead is thrown in the surface, with Vilgax and Reiny following him.

(Khyber): Ben Tennyson! Now it is our chance, old friend!

He whistles and his dog transforms into Slamworm and digs into the ground.

(Vilgax): Time to destroy you, once and for all!

He prepares to hit him, but Slamworm blocks his attack.

(Khyber): Ben Tennyson is my trophy!

(Ultimate Diamondhead): Khyber? Great.

He punches Vilgax and shoots diamond shards at Slamworm, who screams in pain.

(Reinrassic III): I will take care of Vilgax's servant, Ben-Ben Tennyson.

(Ultimate Diamondhead): He's all yours!

As Reiny leaves, Vilgax gets up and shoots with his heat vision, but Ultimate Diamondhead ricochets the blast, hitting Slamworm.

(Khyber): I will have to take a more active role.

He turns his Hunting Tool into a sonic distruptor and sets it on a specific frequency and fires.

(Ultimate Diamondhead): This hurts a little!

(Vilgax): Tennyson is mine!

He smashes Ultimate Diamondhead to the ground, who reverts.

(Ben): Uh-oh.

(Khyber): You can have the Omnitrix, Vilgax, but leave him to me!

(Vilgax): How about... no?

(Khyber): As you wish.

He whistles and Slamworm transforms into Vicetopus and grabs Vilgax.

(Khyber): Now, where-huh?

Ben is gone.

(Khyber): You want to play hide and seek?

(Ben): No, I'm too old for these games.

He transforms into Big Chill and freezes Khyber, however his dog transforms into Hypnotick, freeing Vilgax in the prossess and starts flaping her wings.

(Big Chill): I...must...resist!

He evolves.

(Ultimate Big Chill): Ultimate Big Chill!

His eyes become normal and freezes Hypnotick, but all of a sudden Vilgax attacks him by surprise.

(Ultimate Big Chill): Where's Rook when you need 'im?

As he asks that, we go to Azmuth, who approaches someone covered in debris. The camera zooms in and we see he is Rook.

(Azmuth): Thank goodness I arrived on time.

He takes out an Amber Ogia fruit and puts it near Rook's nose, who slightly opens his eyes.

(Rook): Mr. Azmuth Sir?

(Azmuth): Tell me your condition.

(Rook): I have probably broken my arm and I am mostly able to walk.

He slowly gets up and gets off the upper half of his Proto-Tech Armor, which has been destroyed during the explosion.

(Rook): I must help Ben and my dear associates.

(Azmuth): Eat this.

He gives him the Amber Ogia fruit and Rook eats it.

(Rook): Gratitude. My Proto-Tool? I almost forgot!

(Azmuth): I think I have what you need.

He takes out a device bigger that the Proto-Tool, with green circuits surrounding all over.

(Azmuth): I present to you the Proto-Tool Mark 3. It can turn into everything you think. It also serves as an official Plumbers' Badge, can open portals to the Null Void and Incarcecon and allows you to access even the most top secret areas.

(Rook): I am very grateful, First Thinker.

He takes the Proto-Tool Mark 3 and trasforms it in a hoverboard.

(Azmuth): I will stay to help the Highbreed recover.

(Rook): Very well.

Rook leaves the scene. Meanwhile, Reiny and Psyphon are brawling.

(Psyphon): Surrender and Master Vilgax might spare your life.

(Reinrassic III): I will rather die than see my people slaves.

(Psyphon): Is this your final decision?

Reiny punches Psyphon and crushes him to the ground.

(Psyphon): I'll take that as a yes.

He presses a button on his chest.

(Reinrassic III): What did you do?

(Psyphon): I present you my Robotic Exterminator Devices.

An entire swarm of R.E.D.s appear. Gwen, Kevin, Alan, Manny and Cooper regain consciousness.

(Manny): Not another robots!

(Gwen): Where's Ben?

She turns around and sees Ultimate Big Chill fighting Vilgax.

(Alan): I'll go help him.

He flies away.

(Cooper): Reinrassic III, are you alright?

(Reinrassic III): Help me get rid off of these robots!

(Kevin): You got it.

He absorbs the ground and throws a rock, making two R.E.D.s to shoot themselves. Manny blasts some others and Gwen shoots some mana blasts. Cooper shoots some others with his ice gun.

(Psyphon): Ha ha ha! You will never stop them all!

(Kevin): Do you ever stop talking?

He lunges at Psyphon and hits him with his arm in hammer form.

(Psyphon): I defeated you twice, boy. I can do it again.

(Kevin): I doubt about it.

He points at Psyphon's chest, where some buttons have been destroyed.

(Psyphon): Fool! I don't need robots to defeat you!

He shoots some lasers, but Kevin dodges them all.

(Kevin): Ho ho ho! Is that the best you got?

(Psyphon): You dare mock me? Me?

He shoots with his heat vision, but Reiny knocks him down.

(Kevin): C'mon! I had him!

(Reinrassic III): You can thank me later.

In the meantime, Gwen, Manny and Cooper finish all the R.E.D.s. We return to Ultimate Big Chill and Alan, who shoot a freeze beam and a fireball respectively. The others join them as well. Kevin notices the frozen Khyber.

(Kevin): Nice work, Tennyson!

(Ultimate Big Chill): Not the time, Kevin!

(Vilgax): You are all doomed!

He smashes the ground and makes the heroes fall down apart from Ultimate Big Chill, who floats in the air.

(Ultimate Big Chill): We are seven and you alone. You are kinda outnumbered.

(Vilgax): I am the conqueror of 10,000 worlds!

(Alan): Stop saying that!

He shoots a flamethrower at Vilgax, who backs off.

(Vilgax): Pathetic.

He blasts the ice that was trapping Khyber.

(Khyber): Finally!

He whistles and Hypnotick breaks the ice.

(Manny): Oh, man!

All of a sudden, a spaceship lands on the battlefield.

(Cooper): What the-?

Dr. Psychobos comes out of the spaceship.

(Ultimate Big Chill, Gwen, Kevin, Alan, Manny, Cooper): Psychobos?

(Dr. Psychobos): Dr. Psychobos to you! Khyber, why did you leave without warn-n-n-ing me?

(Khyber): Let me put this clearly. Our partnership ends here.

(Dr. Psychobos): That's p-p-preposterous!

Khyber whistles and Hypnotick transforms into Vicetopus and grabs Psychobos.

(Dr. Psychobos): Let me go! I am the greatest intellect in the un-n-niverse!

Vicetopus squezzes him even harder, making him fall down unconscious.

(Ultimate Big Chill, cloaking himself): That was a little awkward.

Vilgax prepares to hit him, but he turns intangible and freezes him from the inside.

(Ultimate Big Chill): It is never that easy.

(Khyber): Indeed.

He whistles and Vicetopus transforms again into Hypnotick.

(Ultimate Big Chill): Huh? I've already beaten it!

(Khyber): Think again.

He whistles again and Hypnotick grows more teeth, her tongue becomes longer, she turns from blue to red and her wings grow bigger and flames surround them.

(Gwen): Seriously?

(Alan): An ultimate...

(Ultimate Big Chill): ...predator? I did not expect that.

Ultimate Hypnotick charges at Ultimate Big Chill, who flies away.

(Khyber): The prey cannot escape its predator!

(Gwen): We will handle Khyber, Ben!

Ultimate Hypnotick tries to catch Ultimate Big Chill, but he manages to dodge.

(Ultimate Big Chill): It must have a weakness!

He turns intagible and Ultimate Hypnotick passes through him.

(Ultimate Big Chill): So you can't turn intangible? Interesting.

He shoots a freeze beam, but Ultimate Hypnotick flaps his wings and sends fire waves. The Omnitrix 1.5 starts beeping.

(Ultimate Big Chill): Not now!

He turns intangible again and tries to freeze Ultimate Hypnotick, but he reverts back to Ben, who falls with great speed to the ground.

(Ben, slapping Omnitrix 1.5 repeatedly): Work, useless piece of junk!

Before he crashes to the ground, a hand grabs him, who is revealed to be Rook, on his hoverboard.

(Rook): Are you alright, Ben-Dude?

(Ben, happy): Partner! But how?

(Rook): Try to recall something from our first encounter.

Flashback to the episode The More Things Change: Part 1.

The bomb detonates and creates a crater. Bloxx reshapes to his default form and reverts.

(Rook): Proto-Tech Armor. Nice try of you to save me though, partner.

(Ben): We are not partners, and call me Ben, dude.

End of flashback.

(Ben): Was this all planned?

Ultimate Hypnotick shoots a fire wave.

(Rook, dodging): Yes. Now hang off!

(Ben): It's hang on!

Rook shifts the hoverboard into a grappling hook and grabs from a cliff.

(Rook): I suggest you assume one of your alien forms.

(Ben): It's hero time!

He transforms.

(Spidermonkey): Spidermonkey! Time for a little nostalgia!

He goes ultimate.

(Ultimate Spidermonkey): Ultimate Spidermonkey!

He opens his mouth and shoots web at Ultimate Hypnotick's wings, who falls to the ground and reverts to her dog form.

(Ultimate Spidermonkey): Bingo! Rook, go find the others. I can handle it from here!

(Rook): Very well, Ben-Dude.

(Ultimate Spidermonkey):!

Rook transforms his Proto-Tool Mark 3 into a glider and leaves. Ultimate Spidermonkey lands down and approaches Khyber's Dog.

(Ultimate Spidermonkey): Nothing can go wrong right now!

As he says that, Khyber's Dog stands up and transforms into a Root Shark.

(Ultimate Spidermonkey): I hate you, universe.

We return to Gwen, Kevin, Alan, Manny, Cooper and Reinrassic III who fight Khyber. The latter shoots an electric blast at Alan, but Manny blocks it with his fists.

(Alan): Thanks, man.

(Manny): Try not to get blown up next time.

Kevin absorbs a nearby rock and Reinrassic III launches him at Khyber, who falls to the ground.

(Khyber): Good, but I've seen better.

He kicks Kevin and turns his Hunting Tool into a net caster and traps Cooper. Gwen cuts the net with a mana blade and helps Cooper get up, whose cheeks turn red.

(Kevin): Can you leave romance for later?

Out of the blue, Rook appears behind them and runs towards Khyber.

(Rook): Hang ten, dudes!

(Kevin): It's hang tight, Rook. Wait, Rook?

(Khyber): The Revonnahgander!

Rook turns his Proto-Tool Mark 3 into a blaster and so does Khyber with his Hunting Tool and fire, creating a small shockwave, causing the heroes and Khyber to fall down.

(Rook, getting up): I challenge you to unarmed combat!

(Khyber): I accept!

(Gwen): But Rook-

(Rook): Fear not.

Rook runs towards Khyber, slides below him and kicks him in the back. Khyber punches Rook repeatedly, but he blocks the attacks with his fists.

(Khyber): Impressive.

Rook jumps over him, but Khyber grabs his leg and smashes him to the ground.

(Alan): We've got to do something!

Gwen's eyes glow pink and return to normal right after.

(Kevin, whispering): What did you do?

(Gwen, smiling): You'll find out, soon enough.

Khyber kicks Rook, who backs off and punches the former. Khyber tries to catch him, but he dodges.

(Khyber): Unacceptable.

(Rook): As my dear associates used to say, anything is possible.

Khyber charges at him, but Rook jumps and kicks him in the air. Khyber attempts to hit him, but Rook stops his punch and uppercuts him.

(Khyber): I suppose you have beaten me.

(Rook, turning back): I do not see Vilgax or Psyphon. Have we won?

(Reinrassic III): Unfortunately, no. They are immobilized...for now.

Khyber picks up his Hunting Tool and tries to shoot Rook.

(Gwen): Somnus!

Khyber falls to the ground, sleeping.

(Rook): Gratitude.

Suddenly, Vilgax breaks free of the ice trapping him.

(Vilgax): Enough games! Augstaka will be mine!

(Reinrassic III): Never! Highbreed, attack!

An entire swarm of Highbreed appear and attack Vilgax.

(Highbreed): For Augstaka!

(Manny): Why didn't you do that in the first place?

(Reinrassic III): Azmuth informed me that he helped them recover and that now it was the time to fight back.

We go to Ultimate Spidermonkey, who tries to dodge the Roots Shark's attacks.

(Ultimate Spidermonkey): Even as an ultimate, he is way too much for me. I'll need air support.

He reverts back to Ben and dodges Root Shark's attack. He activates the Omnitrix 1.5 and selects the Astrodactyl icon.

(Ben): Umm, Ditto?

He transforms.

(Astrodactyl): Astrodactyl! Finally! Squawk!

He activates his jetpack and creates energy whips, which hit the Root Shark. The latter tries to eat him, but Astrodactyl activates a star shockwave and then immediately energy blades and punches her repeatedly. Finally, he creates star chains that tie the Root Shark up, which reverts back to her dog form. He lands and disconnects the Nemetrix from her collar.

(Astrodactyl): Now for Vilgax! Rad!

He flies away and reaches the others.

(Alan): Ben!

(Kevin): You finally got to transform into Astrodactyl, huh?

(Astrodactyl): Yeah!

Vilgax pushes the Highbreed back.

(Vilgax): Tennyson! You will kneel before me!

(Astrodactyl): Not gonna happen!

(Rook): Ben, be careful. Vilgax is more powerful since the last time you confronted him.

(Astrodactyl): And so am I!

He flies at Vilgax, but the latter grabs one of his wings and throws him down. Astrodactyl creates two whips and hits Vilgax. Gwen shoots some mana blasts and Alan a flamethrower. The Highbreed, including Reiny, lunge at Vilgax but he knocks them down with his heat vision.

(Vilgax): I am indestructible!

(Astrodactyl): I don't think so!

He transforms into Way Big and steps on him.

(Way Big): Who's indestructible now, Vilgy?

(Cooper): So that was it?

(Rook): I cannot believe a infamous warlord like Vilgax was beaten that easily.

Kevin facepalms.

(Way Big): Never say that aloud!

Way Big's leg starts to shake and Vilgax lifts him up.

(Way Big): Wow! How did you-?

(Vilgax): You are nothing but a puny scum that I will destroy with my bare fists!

(Alan): Hurtful.

Vilgax throws Way Big, who creates a huge shockwave that knocks everyone down apart from Vilgax. Way Big reverts back to Ben.

(Ben, rubbing his head): Will nothing stop you?

Out of the blue, Azmuth appears with a few Highbreed behind him.

(Azmuth): Never lose hope.

He jumps on Ben's wrist and rotates the faceplate.

(Ben): What was that?

(Azmuth): I unlocked you a new alien form, powerful enough to defeat Vilgax.

(Vilgax): Azmuth! Augstaka will be your grave!

(Azmuth): I am much older and wiser than you, Vilgax. And I believe that everyone who has faith can overcome every difficulty.

(Vilgax): How touching words. Too bad it will be your last ones!

He shoots with his heat vision, but Rook jumps and protects Azmuth with his Proto-Tool in shield form.

(Vilgax): Resistance is futile.

(Alan): Ben...

(Gwen): Transform!

(Ben): It's blazes of glory time!

He slams down the Omnitrix's 1.5 dial and becomes engulfed in a green light. Ben hovers in a dark green background, with light green bubbles pulsating rapidly behind him, as he crouches down. His skeletal structure increases, as his veins and arteries become replaced by wires and tubes, with oil instead of blood flowing through them. His skin turns dark silver, gaining a metallic texture and acting as a sort of armor that completely envelops his body from head to toe. His feet gain a tabi boot design, with a short claw-like extension emerging from his heels. Small green lights glow in cavities on his torso, upper limbs and abdomen. His slitted mechanical eyes activate, glowing green, as five green wires hang from the back of his helmet, like a dreadlocks hair style. The chest plates retract, revealing the Omnitrix 1.5 symbol, which pops out and rests on his chest. The new alien looks at himself in confusion, completing the transformation.

(New Alien):

(Vilgax, crossing his arms): I am not impressed.

(New Alien): I feel...weird. Like there's a huge gap inside me.

(Gwen, worried): What's wrong with Ben, Azmuth?

(Azmuth, twirling his face tendrils): That I can not tell with certainty, I'm afraid.

(Vilgax): Will you merely stand there and question yourself, Tennyson, or face your death with the little dignity you still have?

(New Alien): Dignity...I am surprised you even know of this word, Vilgax. It is something you thoroughly lack.

Vilgax grunts, his eyes burning bright red with fury as he unleashes his heat vision on the new alien, who puts his arms in front of him, merging and forming a circular shield, that redirects the blast back to Vilgax, who stumbles back.

(New Alien, shifting his arms back to normal): Interesting...I am apparently able to change the shape of my limbs in various forms.

As Vilgax recovers, the new alien merges his arms again, this time forming a large cannon, with its edges consisting of his fingers and glowing with a pale green energy. Vilgax raises his fist and levitates above the ground, charging towards the new alien, who activates his makeshift cannon, blasting Vilgax with raw energy, making him lose his ground again.

(New Alien): You might want to change your strategy, you are being awfully dull.

(Manny): Oh, that's gotta burn!

(Vilgax): I assure you, Tetramand, you and the rest of your comrades will burn before this day ends.

(New Alien): Another empty threat. You do not scare me anymore, Vilgax.

(Vilgax, his left eye twitching): What did you say, insect?!

(New Alien): And there's the petty insult. Admit it Vilgax, you have gone soft. Constantly repeating the fact that you are "The Conqueror of 10,000 Worlds", which I, by the way, believe is a gross exaggeration, doesn't make you more threatening or intimidating, merely desperate. What are you trying to prove, Vilgax?

(Vilgax, furious): Do you really believe I have something to prove, foolish child? I will tear out your tongue!

(New Alien, unfazed): Unfortunately, I don't have a tongue for you to tear out, so you will keep listening to the ugly truth.

(Vilgax): Silence!

He raises both of his fists and smashes them to the ground, causing a tremor that knocks the new alien down. As he attempts to regain his composure, Vilgax rushes towards him, landing a vicious punch on his face, slightly denting the metal. The new alien groans in pain, as Vilgax kicks him in the abdomen and then grabs him from the head, smashing it against a rock nearby repeatedly, further denting the metal. Vilgax lets go of him and the new alien falls down, oil leaking out of his face.

(New Alien, groaning): You are behaving like an immature child, having... a tantrum. How...pathetic.

(Vilgax): Be quiet!

He stomps the new alien's head and back, pinning him down. However, the back plates begin retracting and forming into turbines, which blast Vilgax with intense green fire, forcing him to use his arms as cover. The new alien takes advantage of this opportunity to stand up and wipe out the oil from his face.

(Rook): Ben, are you...alright?

(New Alien): Affirmative, partner. And while I'm like this, call me...Metashift.

The lights on his torso start rapidly blinking and project a green ray, scanning Vilgax from head to toe.

(Metashift): Suddenly I feel...not so empty.

(Vilgax): A cheap lightshow. Is that the best you've got, Tennyson?

(Metashift, mimicking Vilgax's voice): I am just getting started.

Metashift's metallic body changes color from a dark silver tone to a sea green tone, as his physique and appearance changes to match that of Vilgax's.

(Vilgax): You are nothing but an inferior copy!

(Metashift): What's wrong, Vilgax? Afraid of facing yourself?

Metashift's eyes glow bright red, as he unleashes Vilgax's heat vision, who manages to dodge. Metashift then flies towards him and uppercuts him, tossing him through several buildings. Vilgax inhales, then exhales a cold vapor, partially freezing Metashift. However, the latter activates Vilgax's steroids, increasing the muscle mass of his limbs and breaking free from the ice. He then proceedes to punch Vilgax relentlessly, the force of his punches causing huge shockwaves, devastating the nearby area. Vilgax falls on his knees, groaning weakly, as Metashift shifts back to his default form.

(Metashift): Had enough?

(Vilgax, speaking with a low voice): I will destroy you!

(Metashift): Let's end this the traditional way.

He transforms into Way Big, grabs Vilgax and sends him in space.

(Vilgax): I will return!

(Way Big): Whatever.

He reverts back to Ben. Gwen goes to hug him and the Highbreed cheer him up.

(Reinrassic III): Thank you, Ben-Ben Tennyson.

(Alan): Um, guys? Where's Helen?

Suddenly, they hear Manny shouting from Khyber's ship.

(Manny): She's over here!

(Ben): Azmuth, you need to see this.

He takes the Nemetrix out of his pocket.

(Rook): The Nemetrix!

(Azmuth): You should have destroyed it! What happens if-?

(Ben): No!

All of a sudden a yellow smoke covers the area. When it fades, Khyber, his dog, the Nemetrix, Psychobos and Psyphon are nowhere to be found.

(Kevin): Everybody but us has teleporters?

(Gwen): At least we got rid off of Vilgax for a while. And saved an entire planet.

(Rook): I am sorry to interrupt, but I require some rest from our battle.

(Ben): Welcome back Rook!

(Gwen, Kevin, Alan, Manny, Helen, Cooper): Welcome back Rook!

(Ben): So, who wants a smoothie?

Everyone facepalms.


Major Events

  • Bloxx, NRG's true form, Ripjaws, Ultimate Spidermonkey and Astrodactyl make their first reappearances.
  • Ultimate Diamondhead and Metashift make their first appearances.
  • Terroranchula makes her first reappearance.
  • Vicetopus, Ultimate Hypnotick and Root Shark make their first appearances.
  • Rook is revealed to be alive.


Aliens Used

By 18 year old Ben

By 16 year old Ben (Omniverse)

By Khyber's Dog



  • It is revealed the Amber Ogia fruit also have healing abilities.
  • Rook calls Ben 'Ben-Dude' for the first time in the series.
  • It is revealed that Ultimate Big Chill is immune to Hypnotick's hypnosis.
  • Way Big doesn't shout out his name in neither of his two appearances.