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Hit and Miss is the sixth episode of the first season of Back in Action: Alien Universe.


Part I

[We open with the DX Mark 10 pulling up in front of Julie's house, coming to a steady halt right in front of the pathway to the door. In the darkness of the nighttime Bellwood, the DX Mark 10's headlights and rear brake light fly on, and as the car stops, the headlights remain the only things on. The passenger door opens, and Julie steps out. Reaching her hand into the car, she speaks to the driver.]

Julie: That was fun. It's too bad Sunder had to ruin everything.
High-pitched voice in the car: It's even worse that this thing won't let me change out of this.
Julie: You'll figure it out. It'll have to time out eventually. She reaches in the car, and pecks the cheek of the driver—Spidermonkey.
Spidermonkey (holding his cheek with his two right hands, blushing): Maybe you're right...
Julie: I wish I could help, but I'm way past too beat to try and get Ken's powers to take over.
Spidermonkey: Don't consider them Ken's powers, Julie. Their yours as long as he's stuck to you.
Julie: Maybe you're right.
Spidermonkey: Well, a hero always is.
Julie: Thanks for being modest about it.
Spidermonkey: I try.
Julie: Alright, night, Ben. Shuts the passenger door, and Ben vigilantly watches Julie head to her front door, ring the doorbell, and be welcomed inside by her father, who simply nods to Spidermonkey as a sign of thanks for bringing her back on time for the first time.
Spidermonkey: I guess it's not much longer till I head home then. Hope this thing times out before I get there. Forearm hands on 10 and 2, Spidermonkey uses his lower right arm to shift gears and drives off into the night.

[About 10 minutes later, one block away from Ben's house, a car appears out of nowhere and begins tailgating the DX Mark 10. Spidermonkey opens the driver window while slowing down to around 2 or 3 MPH so he can shout at the driver behind him.]

Spidermonkey (shaking his fist): Ooh-ahh! You know there's a limit to how close you can be to my car? As Spidermonkey says this, the headlights of the car behind him rotate to face Spidermonkey, blinding him. This leads him to cover his face with all four of his hands, causing the DX Mark 10 to veer to the left side of the road. As he notices the dramatic turn, he returns to the 10 and 2 position with his entire body in the car, but the DX Mark 10 no longer cares for Spidermonkey's input, simply speeding up. In Spidermonkey's mirror, he can see the car behind him slow down as the DX Mark 10 speeds up, eventually disappearing into the fog behind him. The DX Mark 10 finally stops gaining speed, and Spidermonkey manages to get the car to screech to a stop at a 90-degree angle in the middle of the street. Spidermonkey jumps out of the car, prepared to fight whatever caused the malfunction in his car, but nothing is visible in front of him but eternal fog, and his house whose driveway lie directly behind the DX Mark 10. I couldn't have asked for a better way to park in the middle of the street. Walks back into the DX Mark 10, and without even closing the door, he drives over to his parking space in front of his house, removes the keys shutting up the engine, and exits and locks the car. Immediately after doing so, he reverts back to human.
Ben: Finally. He jiggles his keys to find the house key, enters his house and rushes off to his room. There, he changes into a white tee and green shorts. He heads over to the bathroom, and we fade into sometime deep in the night.

[Hours later, 2:06 in the morning, Ben, who lie sprawled on the bed yet somehow deep in sleep mode. His open curtains begin to shine a great amount of light into his room. Screeching outside can be heard, and what sounds like the grass being walked on, stomped on, and terrorized wakes Ben. He walks over to the window to look out, but the light, blinding like from the headlights of the tailgating car from before, leaves Ben helpless. He pops up the Omnitrix dial, but still blinded by the light, he's forced to pick the first thing that comes up. Outside of the house, what appears to be a car screeching a donut onto the lawn with its markings. Phasing through the wall, Big Chill appears outside in front of the car. He breathes a chunk of ice into existence in his hand, and like a rock used to catch someone's attention, chucks it at the car. The car continues to screech, but only until its front faces Big Chill.]

Big Chill: I don't believe we've met. So, if you feel like telling me before you turn the lawn into the biggest mess I'll have to clean as part of my chores, tell me why you're here and what you did to my car, or I'll freeze your engine or something.

The car doesn't budge at all. The front door of Ben's house opens, and Sandra, dressed in a pink robe, emerges, rubbing her eyes.

Sandra: Ben, what is all the racket?
Big Chill: Well, for one thing, there's a car right here that's--As Big Chill points to the location of the car, he realizes that the space on the lawn is empty, and the markings left behind by the car have disappeared.
Sandra (opening her eyes to see only Big Chill, twiddling his fingers): I don't see anything, Ben. Come inside before any of the neighbors accuse us for the noise. At 2 in the morning (yawns), I just can't bring myself up to it.
Big Chill: Got it, mom. Phases back into his room.
Sandra: Oh, the alien that can phase through things. Lovely. Slowly shuts the door.

In Ben's room...

Big Chill (floating back and forth in the room, pondering those last events): I mean, how could a car just, disappear like that! There's no way it was my imagination; it locked the controls in the car. My imagination definitely couldn't have pulled that off. Reverts to human with his hands on his chin.
Ben: But then how'd it just disappear...and take the donut it was making with it? His focus turns to his alarm clock, which is a rectangular red-text LCD clock with a Sumo Slammer attached to the top. 2:09...(yawns) Guess that yawn's contagious. Maybe if I head off to sleep, I'll get something in my dreams. Hops into bed, this time pulling his sheets over him for added comfort. Yeah...this is nice, nice and coz—What's that sound? Originally facing the door on the opposite side of the room to his window, he flips in bed to face the side of his room with the window. Bright light shines into the room again, and this time the sound of a car racing towards the room can be heard. This can't be happening!


Part II

[We open back at Ben's room. As the brightness within Ben's room heightens, Ben struggles to see the hologram on the Omnitrix. Despite the light, he manages to make out one of the aliens just before the light outside completely blinds him. He smacks the Omnitrix, and during the glow, a yellow pickup-truck appears bashing through the wall with its headlights blazing. An ice blast is fired from within Ben's room, destroying the glass barrier over the headlight, and immediately the headlight itself. Another is fired, knocking out the other. From the other side of the room, Eye Guy steps in front of the car.]

Eye Guy: I don't know how you managed to get away from me when my mom came outside, but it's just you and me now, and without your headlights you can't do much that I can't. It's best you get out of that car and stop toying with me.
The ice shards left inside the headlight area melt away into water, dripping onto the floor.
Eye Guy: How could you--
The car's glass barriers over the headlights are repaired, and the headlights themselves follow suit. They return to normal brightness, to which Eye Guy responds by trying to use his two arms to cover his quantity of eyes.
Eye Guy: I see what you did there. It's nanochip tech, and if I know anything about what that's not so great at resisting, it's what I'm about to do. Rushing through the light, carefully covering only the eye on his chest, he picks up the truck, redirecting the headlights' beams into the sky, and launches the truck across the street. It lands with the car on its driver's side laying on the sidewalk across the street. Eye Guy lunges into the air after the car, landing right over the car. He rips open the passenger door to search the vehicle for a driver, with no prevail. It's...empty? Looks left and right towards the surrounding area. There's no way whoever was in here could've escaped, but even if it had a chance, I can't take the risk. Who knows who else is getting terrorized by a random vehicle chasing th--A strange beeping goes off in the truck, and raising his ears, Eye Guy says: What's that sound? The beeping reoccurs frequently. Oh, man. Eye Guy jumps off the car, merely landing right in front of it. He slowly picks it up, but with a lack of energy not having slept and just having thrown the car before, he only manages to lift it to a certain height before the car begins to glow. It's gonna blow! Drops the car, smacks the Omnitrix symbol located on his belt, and becomes Humungousaur, increasing in size and quickly conceals it by giving the car a great big bear hug. The explosion causes Humungousaur to drop himself on his back in the middle of the road, the greater portion of his chest completely black or dark grey from the explosion.
Omnitrix: Extreme injury to user detected. Automatic transformation to quickest healing alien eminent.

The Omnitrix glows, transforming Humungousaur into Benmummy. Control over Benmummy being done by the Omnitrix itself, Benmummy walks over to his room, where he stands still for a few moments as his paper wrapping, which runs in front of him like the exerts of a runny nose, recomposes around Benmummy's body. The door of Ben's room is ajarred as Ben's mother Sandra peeks into the room.

Sandra Tennyson: Ben?
Omnitrix (audibly cycling through multiple sound clips, finally halting at an applicable Benmummy tone): Yes, Sandra Tennyson.
Sandra: Oh, you've finally taken to calling me "Sandra." Thank you, Ben. It took you seven years, but wow, am I proud to know.
Omnitrix: Yes, Sandra Tennyson.
Sandra: Alright, I completely forgot what I came in to tell you because of that, so do remember to patch up that hole in your wall. You'll catch a cold if you try and sleep with it open, not to mention all your Sumo Wrestler toys may go missing.
Omnitrix: Yes, Sandra Tennyson.
Sandra: That's going to take some getting used to, but thank you, Ben. Closes the door and can be heard mumbling a few things behind the door before walking back to her room.
Omnitrix (voice reverted to standard Ben): Diversion averted. User has healed sufficiently. Transforming to undo (voice changes to match Sandra's and her exact words) that hole in the wall. Transforms Benmummy into Upgrade and morphs into a wall that takes up the space made in the destroyed portion of the wall. On the outside, Upgrade can be seen sucking up pieces of broken wall off the ground, and replacing the hole in the wall with the old chunks. After finally finishing the wall, Upgrade walks over to bed, reverts to human, and pulses a shock to Ben.
Ben: What! I'm awake! Drops his head. Oh yeah, sleeping. Looks over to the portion of the wall that was just repaired. Must have been a dream, then. It would make much more sense. Picks up his sheets and composes himself to get in bed. Lying there, he looks at the Omnitrix on his wrist. But I wonder how I ended up standing in front of my bed...Puts the Omnitrix down at his sides under the sheet, and cozies up to sleep.

[Across the street, a yellow sedan parked in the driveway behind the sidewalk where the explosion occurred is slowly encompassed by black mist. The mist concentrates itself at the driver's door handle, now resembling a dark cloud of scribbles. It pulls the handle and finds its way in the car. While inside, without the interior handle at all by the cloud, the door is shut. The car's headlights fly on, and soon enough, so do the brake lights. The car reverses, and without stopping, crashes into the wall next to Ben's head. Being so exhausted from the day, at the sound of the crash, he simply flips over to face the side of his room with the door to the rest of the house and falls back to sleep. After this, the door of the car opens, and the black mist replaces itself around Ben in his sleep.]


Part III

[We open the next morning in the living room. Ben is walking through in his white t-shirt, jeans, and white socks, rubbing his eyes. He walks into the kitchen to grab breakfast, only to find bacon and eggs lying in a white dish on an island in the middle of the room, sitting before a white envelope. Ben walks up to it and reads, speaking aloud every other phrase.]

Ben: Out early for a jog, blah blah blah, left eggs and bacon, duh duh school today? Puts the card down in front of the eggs. This is going to be a good day. Puts his hands over the plate of breakfast, and stops before picking it up. Wait, no utensils? Eh, no biggy. Pulls the Omnitrix in front of him, pops the tower up, and scrolls through a few aliens: Humungousaur, Fasttrack, Cannonbolt, Streak, Anos, and finally an unrecognized humanoid alien. If Kevin's right, this is just what I need. Smacks down on the Omnitrix, gradually expanding Ben's chest forward, making him taller, and shaping his head much more like Kevin's. A metal layer flies over his entire body covering his larger clothes. His eyes, from the sclera to the pupil, turn completely green, and the Omnitrix grows as it slides over to the upper left portion of the alien's chest.
Unrecognized Alien: Osborber!
Obsorber (in a deep voice, similar to Diamondhead's): Oh, yeah, an Osmosian in the Omnitrix. Boy, am I grateful Kevin finally reminded me to put this guy in the main playlist. Raises his hand before his face to analyze it, flipping it back and forth. And off the bat, he's observed some metal. Better not use Echo Echo to duplicate Lodestar with one of me as this guy. Now, how to get this to make a--His hand transforms into a hand-sized spork. Nope, that's not it...Now into a hand-sized fork. Pretty big. Maybe just a little...Fork hand shrinks down to the size of a regular fork. Perfect. Now if I can remove the fork without hurting myself. Changes his left arm into a razor-sharp blade, and smacks down at his wrist, dropping the head of the fork on the floor. Cut off and still able to control it, he perfects the fork, adding a handle to it. He then taps the Omnitrix with the tip of his blade. He then fixes his arms to regular hands once more and bends over to pick up the fork. When he comes back up, he is in human form.
Ben: Oh, that guy's definitely getting used more often. Puts his fork down on the plate.

A few minutes later, Ben walks into the living room with a cup of orange juice and his breakfast. He drops on the couch, some of the juice splashing around, just barely stopping itself from falling out. He lays the plate and cup down on the coffee table, picking up the remote from the edge of the couch. He presses the red power button in the upper left, but rather than turning on the wall-mounted HDTV, the remote shoots sparks, causing Ben to throw it on the floor. Upon impact, it shatters.

Ben: What the--? The room begins to shake and rumble. Ben stands up, trying to get a hold of the Omnitrix. Not this again...Omnitrix, sensitivity lock on.
Omnitrix: Selection sensitivity primed into current state. Significantly greater readings will result in sensitivity scroll.
Ben: Okay, then. The tower on the Omnitrix pops up, and as Ben tries to steady himself to smack down on it instead of accidentally spin the dial, he gets Four Arms and immediately throws his arm down at the Omnitrix.
Goop: Gooooop! Falls into a sludge puddle on the floor with his Anti-Gravity Projector just barely hovering over him. Sensitivity-lock or not, that safeguard giving safer aliens still exists. I guess I can get around better like this. The puddle directs itself into a floating green ball, and floats out of the front door. From the outside, he can see a large white creature at the side of the house standing near the backyard. Goop flies around back, finding the Dr. Animo he once knew the original Ben 10,000 to have dealt with, in the body of a large white gorilla, with his head being the only remnant of his human life. Animo. Transforms to his humanoid shape. What are you doing?

No response.

Goop: What, are you mute now? Lost the will to give me all your plans after what it did to you last time? And honestly, a gorilla body? Did you get a hold of your first likely future?

The area of Dr. Animo's life tank that blows poisonous gases opens up to ready attack at Goop.

Goop: I don't think that'll work. I've got two transformations that could easily stop that from effecting me, and I'm using one right now. Fires a blast of his acidic goop at the poison gas chamber on the life tank. Try to get past that.
The gorilla hand is lifted near the chamber to scrape the goop off. By simply flicking his finger at it, the goop flies off, landing on the fence nearby and melting it through.
Goop: Oooh, I see what's going on here. You're using that Dream Eater thing again, aren't you Albedo? Haha, funny. Now get me out of here.
Omnitrix: User exhibiting hallucinations.
Goop: Wait, what?
Omnitrix: "User exhibiting hallucinations."
Goop: Aren't you the conversationalist?
Omnitrix: The Omnitrix does not converse.
Goop: Since when do you call yourself by a nick--

The gorilla Dr. Animo lunges at Goop, landing on Goop as he glows to transform into something else. Flat on his stomach on the ground, Dr. Animo blows gases underneath him to neutralize Ben, in whatever form he currently is, only to be lifted and thrown across the street immediately by Humungousaur.

Humungousaur: I don't know if you or whatever you're working for understands this, but the silent treatment isn't going to work on me. You can have as many cars as possible fly at me trying to break my car, but when you come towards me, my family, our house, you know there's trouble. But at least this means I know you haven't been talking to Zombozo, so you definitely are misinformed on trying to fight me.
Transforms into XLR8, dashing across the street, sliding his way to a stop right in front of Animo's stomach. He lay sitting on the sidewalk across the street, rubbing his head.
XLR8: You better talk soon, Animo. Transforms into Upgrade.
Upgrade: Or else someone's getting knocked out by the one thing that's keeping them alive, assuming you're just a figment of a dream (turns around to face the sky, holding his hands over the area of his head where his voice is loudest to amplify himself) that Albedo made up! Due to his distraction with yelling to the skies, though, he is smacked by Dr. Animo's gorilla hand, landing on his feet, sliding as he scratches the pavement. Upgrade looks up at Animo. Alright, you asked for it.

Upgrade transforms into a large cannon, but quickly shrinks the muzzle of the weapon. He blasts, causing a bit of feedback that electrocutes him, reverting to human. A large black metal ball wrapped in green flames flies towards Animo. Defending himself, Animo, stands up, pushing his stomach out to deflect the projectile.

Ben (standing, Omnitrix tower popped up with Upgrade hologram visible): You don't really think the stomach of a gorilla's going to be able to repel that thing? It weighs a few tons thanks to a trick I learned. Smacks the Omnitrix.
ChamAlien: ChamAlien! And assuming that tank of yours can't see something invisible...Jumps towards Dr. Animo, becoming invisible mid-air. The projectile finally reaches Dr. Animo, which is deflected by smacking it with the back of his hand. It lands just feet away from Animo's right side. No way! How strong is that gorilla? Animo manages to smack the invisible ChamAlien, who stood right behind him, and now lie on his back on the sidewalk. How are *you* defeating me? Smacks the Omnitrix badge with the side of his fist.
Eye Guy (standing up with his stomach pushed out ready to combine his quantity of eyes into one): Got anything to say for yourself? His eyes begin to slide towards Eye Guy's chest. Nothing? The eyes make up for 90% of the big eye now. Alright then!

Eye Guy's now full-sized big eye glows green and blasts at the apparatus keeping Animo attached to the gorilla body. It electrocutes the device, and the life tank falls onto the ground. The tank displays nothing but particles like those found on a broken TV screen.

Eye Guy: A TV? Watches as the gorilla body falls on its back, crushing Animo's life tank. Oh, no! Walks up on top of the body's stomach, then over to the apparatus. He bends over, analyzes the broken device that granted Animo control over the body, and smacks the Omnitrix.
Grey Matter: Grey Matter! Looks like Grey Matter has a new outfit to match my own. Jumps over to inside the device, where many-colored wires are ripped or are constantly shooting sparks. One bounces out at Grey Matter, but he dodges it. My safest bet right now is to get this up and running—literally. He digs into the wires and begins to match different colors of wires together. Red to red, blue to blue, green to yellow...Connects the last set of wires. Perfect! Stands up straight, hands on his hips as he admires his work. Aloysius should get a better inventor. A true show of work, yes, but the connections are all wrong. His eyes grow as large as possible. Definitely Grey Matter talking; I'm not even sure what that meant. Jumps into the apparatus, and presses some buttons within that were previously connected to the base of Animo's life tank. The gorilla's body bends and gets up straight on its feet. Grey Matter controls the gorilla into walking over to his lawn, where he stops controlling it, causing the body to fall on its back once more, with Grey Matter jumping out before the quake of the drop shook a headache into him. He crosses the street, narrowly dodging a few cars, and gets over to Animo's life tank. Oh, no. It's...wait, there's no head in here. It *was* just a display, then. Smacks the Omnitrix symbol on his chest.
Ben: But why would Albedo do this? Oh, whatever. I'll take that gorilla back to Kevin. Assuming Albedo built him into this dream just like he did with those cars driving by, Kevin should be able to tell me what's going on. Standing before the life tank, the glass of it shattered about, and the liquid used to preserve Animo's life leaking out, Ben transforms into Upgrade and surrounds the life tank. Managing to avoid the liquid, he repairs the life tank, and procures many spider legs. He walks the tank over to the gorilla body, the legs retract into the life tank, and tubes snap onto holes on the gorilla body's back. Locked into the connection apparatus, Upgrade stands up.
Upgrade: To Kevin's house! He begins to hop down the street, landing on roofs, and continuing to hop from side to side of the neighborhood.

[As Upgrade, connected to the gorilla form jumps down the street, our focus is centered on Ben's side of the house. The wall is progressively destroyed by a black mist, which follows in Ben's direction down the street.]


Part IV

[We open in front of Kevin's garage. The garage door is partially open, and Kevin's car is parked out front. Upgrade in Dr. Animo's gorilla form drops from the heavens in front of the garage. He strolls over to the door, and bends over to see through the bit of the garage frame that's open. Kevin (or at least his legs) can be seen walking in the room. Upgrade uses his gorilla arms to lift the garage door open. Kevin remains still at this point, facing the wall.]'

Upgrade (gorilla): Kevin? Detaches himself from the life tank, leaving the whole body standing upright and dropping into a humanoid form in front of the gorilla body. Yoo hoo, am I invisible or something? He walks up to Kevin and puts his large hand, or at least enough of the hand as can fit, on Kevin's shoulder. Kevin flips around, but something is wrong in his appearance. Upgrade is taken aback, falling back on the floor. Kevin?!

The body of Kevin is right, from his shirt to his shoes; his hair is right, too, but the problem lies with his face. There lies nothing, just skin; no eyes, no shut lips, no nose, no eye brows. He stands still, his head defected in Upgrade's direction.

Upgrade: I don't know what happened, but I'm going to fix this, Kevin! I promise!
Kevin: Growls, no apparent part of the body emanating the sound.
Upgrade: O...k? Smacks the Omnitrix with the side of his fist.
Fasttrack: Fasttrack? I was going for XLR8, but there's no telling how much disposable time I have, so I better get going now. I'll save you, Kevin. Just watch me. He rushes back out of the garage door, and out onto the streets of Bellwood. Billions of people on the streets are also seen faceless as he runs. They all direct their attention towards him when he races by. Cars stop in the middle of the road creating traffic all throughout the city, just to watch Fasttrack go by. I don't know what's going on or why nobody has a face, but I know I shouldn't go to Gwen or Grandpa. They're likely suffering from the same thing...but my parents. Mom left a note, she must be okay; and Dad, he left for work. There's no telling what happened to them, but I can't deal with it now. Whatever's causing all of this, whatever it is, I'll have to get to the bottom of it alone. He tries to come to a stop, sliding for about 10 feet until he's slow enough to bend over and hold the floor to keep him steady. Omnitrix, key in on the creator of the Omnitrix; key in on Azmuth!
Omnitrix: Coordinates locked on for Azmuth. Teleport request received and handled. Would you like to go to Galvan Prime?
Fasttrack: Yes, Omnitrix. If I get Azmuth, he should be able to help. I can't imagine how his face would look without, well, his face. A green ball of energy emanates from the Omnitrix, as the faceless people in the area zombie-walk over to Fasttrack, their hands out and managing to growl at him. Go, go, go! C'mon! The ball finally encompasses Ben, taking him, as well as a chunk of the ground below, to Galvan Prime.

[On Galvan Prime, we are inside of Azmuth's base, at the highest floor. Fasttrack appears in the room, as well as rocks from the ground taken in teleport. Fasttrack smacks the Omnitrix, transforming into Obsorber.]

Obsorber: Azmuth? It's me, Ben, just using the Osmosian in the Omnitrix! He starts walking around the unlit room. He approaches the computer window, and presses a red button below the screen that plays a video. Well, this ought to be good. Creates a metal lawn chair under him. Guess this is the only way metal can be comfortable. Seats himself, crossing one leg over the other for the video.

[On the video, a young Galvan warrior in green armor with the Peace Symbol sticking out on the forehead of his green helmet like a miniature Omnitrix symbol. He bares one thing in hand: a silver rod. He leaps back and forth as he runs forward at something that can't be seen on the right side of the video, cut off by the size of the screen. He finally makes a great leap into the air, flipping and landing atop a worm-like alien in the ground. The Galvan faces the screen, a green visor connected to the helmet protecting his face. The visor pops up, and Obsorber bends forward to analyze what's on video.]

Obsorber: No way! That can't possibly be--
Galvan Warrior (video, high-pitched voice found in younger Galvans): I've conquered this creature. Here lies the truth; this being is real! He jumps off of the alien, which drops on its side, dead. Killed by the natural stench of a Galvan. The species of Nagalvobes will perish at the hand of Azmuth, greatest Galvan warrior on this side of the gala--
The video shuts off. Lights in the room turn on, and Obsorber stands up to bang on the screen.
Obsorber: C'mon! I want to see what happened next!
Azmuth's voice (from the other side of the room, embarrassed, rushing his sentence): Then try to ask to watch it instead of invade of my privacy, Ben Tennyson.
Obsorber (flipping around to see Azmuth): Oh, well, I came in for something important and you weren't here. The red button was flashing so I thought it was going to be voicemail or a message for me or something.
Azmuth: You are aware fibs told to higher intelligent beings don't help you in any position.
Obsorber (hands on his hips, speaking proudly): Well, then you're lucky I'm not Brainstorm, or you'd be in a tough position, now wouldn't you be?
Azmuth: I'm not getting into this nonsense of one of your aliens being more intelligent than me.
Obsorber: More intelligent, but definitely not more of a warrior. I mean, did you see how you handled that—what was it—Nigelphobe?
Azmuth: Nagalvobes, a portmanteau of "Natural", "Galvan", and "-phobe", a suffix used expressing one's fear of something. But that's not important.
Obsorber: Nah, I think that is more important.
Azmuth: No, it's not. You came here with something of significance. Tell me now, or I'll beam you back to Earth the same way you got yourself into my abandoned projects room.
Obsorber: Alright, calm down, no need to get your warrior clothes in a bunch.
Azmuth: Ben!
Obsorber: Sorry. Well, I've got a little problem.
Azmuth: I know, that is why you are here.
Obsorber: Well, yeah. You see, every human on Earth, or at least, in Bellwood, has no face.
Azmuth: Pardon?
Obsorber: They have no face. And Dr. Animo was shaking my house and we battled, but he didn't speak a word. Then after I won, it turned out that Animo was a fake.
Azmuth: Intriguing. Walks over to his computer, jumping on the computer, entering a phrase that appears as stars for each letter onscreen, eventually being 27 digits when Azmuth stops. A picture comes onscreen of an alien resembling a Florauna, except entirely black, and his head looking as if it was living black burning flames. Obsorber approaches the screen.
Obsorber: What is that? Wait, wait, wait, is that one of Clinger's species?
Azmuth: Clinger? I don't believe I follow your meaning, Ben, but this is an alien found to be able to eat dreams, much like that of a Cassiopeian Dream Eater. It's assumed he's merged with one of their species.
Obsorber: Assumed? What, is that one thing you don't know?
Azmuth: Well, of course, any being hoping to keep in secrecy would never invade Galvan Prime or try to harm one of our species expecting to get away without being tracked everywhere he went afterward.
Obsorber: So what you're saying is he's never met a Galvan?
Azmuth: Yes, Ben.
Obsorber: Sorry, I think Osmosians have pretty short attention spans, and are stupid or something.
Azmuth: Let's say "or something", Ben.
Obsorber: Hey! Are you trying to offend—oh, what's that on the screen?
Azmuth (sighing): We on Galvan refer to this being as the Night Eater. That is one of many aliases he's known to use across the galaxy, but we use that one purely for it being the more favored by the general population.
Obsorber: So, why do I need to know about this guy?
Azmuth: Well, before I tell you...Jumps onto the metal lawn chair Obsorber made, and then up onto Obsorber's Omnitrix. He taps the hourglass of the Omnitrix with his finger as he bends on the edge of the symbol, transforming Obsorber into Rath.
Azmuth: Oh, this one won't help the explanation one bit. Hits the Omnitrix once more, transforming Rath into Grey Matter. The two fall from 6 feet in the air (the level at which Obsorber's Omnitrix was) to the floor.
Grey Matter: Grey Matter? I assume this means you'll take advantage of your magniloquence in conversation now that I'm in a form more suited for it.
Azmuth: I could, but allowing any of your other forms to understand might be more useful for the future of this plan.
Grey Matter: Of course, Azmuth. The two hop up onto the computer keyboard, where Grey Matter looks upon the picture of Night Caster with his hand on his chin area. Alright, so tell me about this "plan," Azmuth.
Azmuth: Obliged to, fellow Galvan.

[As we pan away with Azmuth explaining every last detail of the plan to Grey Matter, who nods after each step is listed, questioning some key parts, we phase through to the hallway behind the door into the room. The hallways are bright, and many working Galvans walk through the hall with tiny electronic clipboards in hand. But soon, among all their shadows, a larger shadow encompasses them all. They all look up, and scream and scramble at the sight of what was casting the shadow in front of them. Due to the level of reinforcement on Azmuth's door, Azmuth fails to be distracted from his explanation to Grey Matter by the noise outside.]


Part V

[The episode opens with the rest of young Azmuth's video onscreen. He is seen rushing through a large jungle area, where he stops at the sight of something that towers over him, its shadow overwhelming Azmuth and everything else for 10 feet. The young Azmuth's small bar is broken in half by a swipe down from the being. Getting a good view of it, we see the Night Eater. The clip is paused.]

Azmuth: This is Night Eater. I first spotted him some thousands of years ago, here.
Grey Matter: Judging by the environment, "here" refers to Galvan Prime, back in your youth.
Azmuth: Yes. Back then, I hadn't any knowledge of his existence, no one did, but as a warrior, I sought to fight him rather than alert the more intelligent than me Galvans.
Grey Matter: For the time, yes. You were like me. Just guessing here, but this encounter was before you met Zennith, I had already the passion for science.
Azmuth: Yes, I was foolish, but that's a fundamental fact if you've connected the dots here, Grey Matter. When I'd met Zennith, I had already acquired my passion for science.
Grey Matter: Overlooked that detail...Alright, continue the clip.

The clip now shows a close-up of the Night Eater. His mouth is open, and inside is plain white, with the edges of his lips pointed like teeth. His eyes are red, and his black flaming head droops at the top like hair.

Night Eater: Azmuth, it's so unfair for me to have to rid you of existence so early, to have to eliminate someone with so much potential.
Azmuth (young): My feats are great in number, yes, but you know this means you're not eliminating me without a fight, trespasser.
Night Eater: Oh, of course, but even so you haven't reached your full potential, now have you?
Azmuth: I don't know, nor do I care, about what you're blathering on about, creature, but you better back off. I customized this armor so I could very easily remove my weapons and use them in battle.
Night Eater: I sigh for you. Your weapons are far too inferior to my own body structure. Like firing at the wind, your attacks will merely phase through me.
Azmuth: Oh, yeah? Two small, but powerful pistols pop straight into the air out of pouches on Azmuth's back. Azmuth backflips, catching, each weapon mid-air and landing with the two blasts at Night Eater. One goes to Night Eater's phase, the other to his chest, but they both just ignore him and seek the skies. What in the --? He checks the undersides of his pistols. Did you tamper with these? Throws the guns aside. They are *not* easy to come across ,so you better be buying me new ones when I kill you.
Night Eater: Kill me? With what? Your fists? You're just as absent-minded and arrogant as the other.
Azmuth: I don't know what you're talking about, but you better know that my fists aren't the only weapons left on me.
Night Eater: Oh, and what feeble weapon will I have the pleasure of ridding from existence?
Azmuth: This one, and you won't be touching it at all. Points to the Peace Symbol on his helmet.
Night Eater: An Omnimatrix?! But how?!
Azmuth: A what?
Night Eater: Err, never mind. Do your worst, Galvan imp.
Azmuth: My name isn't "imp", (the Peace Symbol begins to glow green) it isn't "Galvan", (the Peace Symbol's glow spreads to Azmuth's whole body) it's Azmuth—greatest warrior in the galaxy! Azmuth's entire body turns green, and a glow around him makes every feature of his body impossible to make out. This glowing green Azmuth flies over to Night Eater, managing to uppercut him in the chin. Night Eater tumbles back, but manages to stand just fine.
Night Eater: What—what is this?
Azmuth: A little thing I call Weapon A, found it lying around on the streets, and with hooking it up to my helmet being as easy as 1, 2, 3, red to red, blue to blue, I set it up.
Night Eater: Intriguing. Your potential unfolds too early. I must do more research. Azmuth in his glowing green form flies up to Night Eater's face, but just as he reaches, Night Eater waves and disappears, leaving black particles in his place.
Azmuth: Coward! The energy-procuring Peace symbol begins to beep, so Azmuth slows to a stop and descends to the ground on hsi two feet. His glow fades, and he returns to normal. His armor is shattered to green pieces on the floor. He is now only wearing robes that show a golden hourglass from his stomach to his legs, being his garbs when Ben and gang first met.' I completely forgot about these. Lifts his hand to his face. This really needs cleaning! I should have a few more of these at home...Azmuth teleports away, and the screen fades to black. The dimmed lights in the room brighten once more.
Grey Matter: What a show, Azmuth.
Azmuth (real, present): Yes...
Grey Matter: You weren't the most modest warrior, btu then again, you aren't the most modest inventor and scientist. Now, why did you show me this?
Azmuth: To show you what we're dealing with, Ben, and how we're going to need to stop him.
Grey Matter: But how does foiling this alien's plots pertain to the current dilemma on Earth.
Azmuth: This is why. A slide appears onscreen of faceless Galvans. Their heads do not have any area for eyes, and some of their whiskers are glued to their faces. They all stand looking at the camera in front of their homes.
Grey Matter: What's happening to humans happened to Galvans.
Azmuth: And Night Eater caused it. First, he appeared to try and kill me in my youth, but he returend 6 years ago, shortly after we met.
Grey Matter: Of course. That was when you publicly returned to Prime. Night Eater wanted to get you, but he must not have been able to make you faceless because of the amount of Florauna left on you from your base on Xenon.
Azmuth: Yes, exactly. Night Eater's creation affected Galvans, for me to figure out, and weeks more to repair the Galvans. I was the sole remaining intelligent Galvan on the planet for 5 weeks, where Night Eater took control over the planet.
Grey Matter: So, what was your solution?
Azmuth: I made myself faceless.
Grey Matter: What?!
Azmut: His goal was to have me, so it was the only solution. But apparently the effects were only temporary. After making it to the rank of second-in-command, right behind Night Eater, I had returned to intelligence, so I used my last resort weapon. A picture on the screen fades in, displaying Azmuth in his current robes holding a titanium tube similar to a lightsaber hilt up above him. At the end of the tube, there is a Peace symbol.
Grey Matter: So is that the updated version of your your "Weapon A" device?
Azmuth: I regret giving it that name. Since I made several improvements, I thought up a new name—the Constellation Manipulator. But this is not that.
Grey Matter: I could think of something better, but it is your invention.
Azmuth: Yes...Omnitrix, transformation--
Grey Matter: Omnitrix, command lock! Just you not liking Grey Matter's personality doesn't warrant forced transformation.
Azmuth: Drat, who told you about that?
Grey Matter: Shortly after an alien nearly got into Safeguard 4, I sat myself down to devise the command algorithm. I even modified the input needed for some commands. Try disabling Safeguard 4 now and--

The door between the room and the hallway is bashed, leaving a fist-shaped mark on the inside of the door. Several areas of the door are attacked again and again, pushing each part of the door back inside.

Azmuth: Oh, no.
Grey Matter: What?
Azmuth: Your level of intelligence mirrors Albedo's years ago. Do you not remember what we are discussing right now?
Grey Matter: Night Eater! But, why is he here? He's affected Earth, but still after you?
Azmuth: Because he has been cured. You see, that device in my hand in this photo is the Codon Replicator, Mark II of course. At that time, I hadn't the chance to test its ability in battle because of how dire the situation was.
Grey Matter: Dire? Did the facelessness lead to disease?
Azmuth: Lead to? It was a disease. One Galvan was affected then like a zombie, he spread the disease one of us at a time by chewing on the heads of other Galvans. Grey Matter: Maybe Dr. Animo made Night Eater?
Azmuth: No, he poses no threat to us in the way Night Eater does. You know he never experiments with aliens. Now, focus. This device (he pulls out a stick that lengthens to point to the Codon Replicator in Azmuth's hand in the photo) grants the user the ability to the Codon Stream, albeit appearances and voices are locked to those of the defaults in the Omnitrix.
Grey Matter: Is this the basis for Albedo's situation?
Azmuth: Truthfully, I'm not entirely sure. But quick, he'll break in any second now.
Grey Matter: But wait, what did you do to stop him?

Azmuth walks over to Grey Matter. He kicks Grey Matter at the Omnitrix, knocking him off the keyboard onto the floor where he glows and transforms into something. Just then, the door is bashed open. Three short versions of Night Eater who were hitting the door combine into the tall version seen in the video. He bends under the door to get inside , and he is forced to slouch as he walks up to Azmuth.

Night Eater: It feels like it's been forever since our last...encounter.
Azmuth: You know how long it's been, Night Eater.
Night Eater: "Night Eater"? Is that what you thought my name was? Oh, you're so silly, old friend. Bows. My name is Lucious C. Nighter, but I prefer the title of "Nightcaster."
Azmuth: Well, whatever you are, I hope you realize Galvan defenses are automatically analyzing your DNA right now to find out your weaknesses.
Nightcaster / Night Eater: Oh, you want to hurt me? After all the good times we've shared?
Azmuth: Stop playing games, "Nightcaster." Today's altercation will result in a more serious and permanent loss on your end.
Night caster: Oh, I'm afraid it'll be your end suffering a loss, Azmuth. Azmuth: I highly doubt it. Ever since your strike on Galvan Prime those years ago, I've been necessary modifications and improvements. The device is more independent, and you won't be able to cause it to overload and malfunction this time around.
Nightcaster: So my one question is, where is the device?
Azmuth: This whole conversation has been me stalling. As we speak, the wielder of the Omnitrix is retrieving it, as well as giving it one more upgrade, from an undisclosed location somewhere in the vicinity.
Nightcaster: You have rather big mouth there, but haven't you always? I mean, from the moment we met, something you've been replaying the events of your years. But I have just one final question, I hope you don't mind.
Azmuth: Please, ask away. It won't help you in any way at this point.
Nightcaster: How couldn't it? I mean, isn't this the hero of which you speak? He lifts his foot, revealing a puddle of Goop sitting on the floor, his Anti-Gravity projector offline due to having been crushed.
Azmuth: Oh, no.
Nightcaster: Oh yes, Azmuth. The fact that you were overconfident in your ability to defeat me led to your own downfall.
Azmuth: So what are you going to do to me? And more importantly, why are you holding Earthlings under your reign?
Nightcaster: Second question first, I'm always controlling some species at any given moment. Just last week, I had control over a closer species of aliens, the Polymorphs. What irony for me to be able to literally stand with complete control over another one's life once more, again pushing me one step closer to my ultimate goal.
Azmuth: Your ultimate goal being why you need me, a point you've yet to expand on verbally.
Nightcaster: Throw yourself a cookie, Azmuth. Or better yet, toss it back. Most intelligent being in 12 galaxies? Hah! You couldn't even connect the dots for why I need you. But it's too late now.

Nightcaster's mouth opens wide, creating a great white glow that completely blinds Azmuth. Distracted with his own goals, Goop floats up to humanoid form behind Nightcaster.

Goop: Peek-a-boo. Nightcaster turns around to see Goop's acid fists set up. Goop swings, but like with Azmuth's attempts long ago, it goes right through him.
Nightcaster: You are an unbelievably dense human being. Have you no memory in that head of yours? You are not able to harm me. Nightcaster punches Gooop by the Omnitrix, knocking him across the room, through the hallway door and into a puddle in the hall, where Goop reverts to human, sitting against a wall with his head drooping over. His Omnitrix can be seen glowing yellow. Well, Azmuth, I guess this is the end, now is it? Your hero has fallen, and even if he's plotting over there, nothing he can throw out will hurt me.
Ben (across the hall, struggling to stand): Oh yeah? What about this! He holds his left arm out aimed at Nightcaster. He smacks down on the Omnitrix despite the tower not being popped, and Scan Mode causes a yellow ray to be shot at Nightcaster (which doesn't affect him in any way).
Nightcaster: What are you fooling around with now? You know you cannot interfere. Azmuth: He's doing the one thing that can be done.
Nightcaster: Oh? And what would that be?
Ben: Getting a copy of you for me to use! The Omnitrix stops glowing yellow, the ray disappearing from around Nightcaster. A long wire of DNA is seen spinning on the Omnitrix. Finally, the DNA becomes a copy of Nightcaster, and the tower of the Omnitrix pops up.
Nightcaster: No! You cannot hurt me! I will prevail, and once Azmuth is out of my way, your fate will be sealed as his! Grabs Azmuth and teleports away.
Ben: Azmuth, no! Smacks down on the Omnitrix.

We watch as Ben transforms into a version of Nightcaster. First, his arms lengthen, his skin darkens to a pitch black as his clothes rip from his elbows being razor sharp. He becomes 9 ft. tall and the entirety of his eyes, from the white of his sclera to the black of his pupil, turn yellow. His lips become white with the rest of his mouth, and a black cape appears on his back that blends in with the rest of the alien's body. Sharp claws in place of his hands, and skeleton reduced to nothing, the final step is the movement of the Omnitrrix to the shadow alien's belt line.

Shadow Alien: Nigester!
Nigester: Woah, there're powers in here that I didn't know Nightcaster had, not that I knew of many. But before I get to Nightcaster, I have to get that Replicator device from the lab. He lifts his hand and scratches down at the floor. A 3D shadow appears, standing as tall as human Ben, and mirroring human Ben in every category but in color scheme, where he differs in that he is black everywhere but at his mouth and eyes. The shadow clone faces Nigester. Ben Copy, to the lab! Retrieve the Replicator! You're my clone, so you must know where it is. The copy salutes Nigester and on all fours, he runs into the lab. In only a matter of seconds, the copy returns with the Codon Replicator. As opposed to the Replicator in the clip from 7 years prior, this one is painted silver and white. Return to me! He lifts his arm, and the Ben Copy is sucked head first into Nigester's stomach area, the Replicator falling to the floor. Man, is this alien cool. He picks up the Codon Replicator and throws it in his mouth. With his green tongue, he licks his lips after devouring the treat. Delectable. Too bad I'll have to give it back to Azmuth. Omnitrix, key onto the location of Nightcaster.
Omnitrix: Found directly in front of you.
Nigester: Ugh, must be confusing me or these particles for him. Omnitrix, look for the creator, look for Azmuth.
Omnitrix: Found. Teleport in progress.Nigester is teleported away.


Part VI

[We open in the interior of a gloomy castle. Through the ancient-style windows, a stormy night can be seen, lightning striking every so often, shedding light in the dark abode. A bright green light flashes in the center of this hallway in the castle, which has 4 pillars standing 20 ft. tall, just hitting the ceiling. After the flash, Nigester appears in the center of the room.]

Nigester: So this is where Azmuth is? I better get on the lookout, with the power to create clones, Nightcaster must be well on his way, or at least guards just as powerful as h--
Deep Voice down the Hall: HEY, you! Nigester turns his head, spotting three tall shadow guards, whose appearances nowhere near mimics Nightcaster's own. Each one is styled as a human, with rips on pants at the knee area. Their entire bodies are shadows, nonetheless, and so their clothes (if they have any) are just as dark as their skin.
Nigester (casually): Yes?
Shadow Guard #1: He's toying with us. GET HIM! The three guards rush down to the center of the hallway. When they get there, Nigester flashes away. He then appears behind Shadow Guard #1.
Shadow Guard #2: Watch out! Despite the warning, Nigester deals a powerful blow to the Shadow Guard's back, knocking him on his stomach into the center of the hallway.
Nigester: Who's next?

Shadow Guards #2 and #3 run in separate directions away from this section of the hallway, but Nigester flashes away to get to one of them. Nigester appears in front of Shadow Guard #2 before it escapes the room, and blasts it with a white beam from out of his left hand, knocking #2 on its back on top of #1.

Nigester: Only one left now! Teleports to #3, who's right in front of a "Break only in case of emergency" glass emergency lever. Oh, now don't do that, someone might get hurt.
Shadow Guard #3: T-then, leave! Hurt me, and I pull this!
Nigester: That's an awfully human thing to say. You have free will, I assume?
Shadow Guard #3: To a degree, yeah.
Nigester flashes away.
Shadow Guard #3: Alright, you forced my hand. Breaks the glass and immediately before pulling the lever within, Nigester appears inside the emergency box, in the form of a small black star.
Nigester: Now, you're going to fray from hitting this. His eyes glow white, appearing like stars themselves, and rays fire out of them, blinding #3, causing it to tumble back into the center of the hallway, tripping on the pile of shadow bodies and sitting next to them. Nigester teleports over to the pile, again in his 9 ft-tall humanoid form. Now, how do these three manage free will? He reaches his hand down at one of them, and the shadow-black layer of skin grabs onto Nigester, and hissing can be heard. I understand it now...Come to me, my brethren. The black layer over each body are ripped off, and their essence is flown to Nigester's body in the form of black mist, revealing that the bodies belonged to regular human kids, no older or taller than Ben, each wearing blue jeans, and a shirt colored either red, blue, or yellow. Humans of my own age. This isn't good. This means those people in Bellwood, and maybe the whole world, they aren't real people, just copies, without faces. Smacks the Omnitrix symbol on his belt line.
Wildmutt: Growls. He sniffs the three's bodies, and after circling the bodies to get a perfect scent, he locks onto something, and heads down the direction the guards had all come from. Jumping over shadow guard after shadow guard, he finds his way to a room with at least 20 levels of short stairs, which lead to silver doors. He tries to climb them, but the stairs are too thin for him, so he smacks the Omnitrix symbol on his collar.
Diamondhead: Diamondhead! Like creating a path of ice, Diamondhead creates a slide of diamonds to easily climb to the double doors at the end of the staircase. After climbing with no faults in doing so, he reaches the top.

Inside the room beyond the double doors, a wide window, standing as tall as the 20-ft. ceiling itself, can be seen at the end of the long room. Each time lightning strikes, a chair can be seen in front of a desk in front of the window. After a few moments of serenity, casting the storm as a peaceful addition to the environment, the double doors are blasted off their hinges. The tall, yet rather slender, silver objects slide across the floor, stopping immediately in front of the desk at the end of the room, which is visible only as the lightning strikes when the doors reach that point. Diamondhead flies into the room, the sound of his crystals shifting audible as it echoes in the empty room.

Diamondhead: Nightcaster, show yourself. I know you have Azmuth; your hypnotized guards spilled.
Nightcaster (not visible by Diamondhead in the dark room): Nightcaster's not here. You must come at another time. I'm conducting a few experiments.
Diamondhead: Oh yeah? Well, let me shed a little light on your experiment! Smacks the Omnitrix.
Heatblast: Heatblast! His glow spreads around a 4-feet radius in the room, barely shedding light at the far-off end of the room where Nightcaster is seated. Not enough light, time to shed a little more of my coat! With his fists held tightly, a surge of power went through his body. The flame on his grew greater in size. The glow around him spread across the entire room, and things far enough behind him began to melt. You're lucky Azmuth removed Ultimate Heatblast since I never used him, or you'd be toasted to a crisp right now. With the light spread around the room, Heatblast strolls forward only a few inches, and his glow is shone over Nightcaster's share. He makes something of a hiss at the brightness, and lunges at Heatblast from his chair. Heatblast blasts a large fireball at Nightcaster, sending him straight into the ceiling. He falls back to the floor, but just before landing, he stops himself by hovering.
Nightcaster: Getting rid of me won't be such a triviality, hero.
Heatblast: It will with moves like that, Nightcaster.
Nightcaster: It was a lucky shot, and I, too, can become overconfident. Let me raise myself to your standards.
Heatblast: Oh, how funny. Just get ready to get this over with. As soon as I'm done here, I'm returning Bellwood to normal.
Nightcaster: Bellwood? Is that the name of your planet?
Heatblast: No, but you brainwashed the whole planet?
Nightcaster: Well, of course, look at what I'm capable of doing with a handful of humans compared to the 7 million populating that blue world of yours.
Heatblast: Well, you're not going to be capable of anything after this. Nightcaster blasts white beams at two separate sides of the room, hitting each corner. The beams, bright as Heatblast's own glow, come closer to the center of the room, closing Heatblast in.
Nightcaster: These are as tall as the room. Try escaping it now.
Heatblast: If you insist. Rolls up into a ball on the floor and as he starts rolling, he gradually transforms into Cannonbolt. By the time the transformation is complete, he rolls to Nightcaster, opens up to catch Nightcaster, and rolls around with him in his shell. The beams in the room disappear at that point, showing black marks left behind by the level of intensity in the heat of them. Cannonbolt rolls around the room, bouncing off the walls every so often, for a few minutes, then stops and unrolls with Nightcaster revealed on his stomach. Nightcaster, unconscious from the dizziness incurred, lies on Cannonbolt's stomach. Cannonbolt gets up, reverting to Heatblast for light. He picks up Nightcaster, melting through the shadowy body. He immediately drops the body. Maybe I'm just too hot. Wait, what's that? Bends over to see that beneath Nightcaster's burnt-off shadowy skin, an item of clothing peeks out. No way. Puts his hand on Nightcaster's chest, burning away his entire chest area, and even some of his belt line. Beneath that, a white jumpsuit with a black line going down the center is visible. It can't be...Melts through the Nightcaster imposter's head, showing-- It is, it's Eunice.

A few minutes later, the rest of the shadowy skin melted off, Heatblast stands over Eunice who slowly comes to consciousness. She gets up, rubbing her head. Her vision is blurry.

Heatblast: Hey, sleepy head.
Eunice (pulling a Ulam gun out of a pouch on her back, managing to get her sights perfectly on Heatblast despite her level of vision impairment): Who's there?!
Heatblast: Whoa, whoa, it's me. It's Ben, I'm Heatblast.
Eunice: Ben? Puts her gun away. Is that really you? I can't really see that well.
Heatblast: Do you have any glasses on you?
Eunice: I never had any issue with vision in the past; I don't have anything.
Heatblast: Then I'll have to get you out of here as an escort, m'lady. Transforms into Upgrade. The glow from his circular green eye shines a straight line down to the diamond slope outside the room. Upgrade immediately transforms into a futuristic motorcycle.
Upgrade: Get on.
Eunice: Get on what?
Upgrade: Oh yeah, you can't see. Put this on. A hand comes out of the seat holding a helmet, snugly putting it on Eunice's head. It's a helmet, don't worry.
Eunice: Are you a Galvanic Mechamorph? Are you Upgrade?
Upgrade: Yeah, just follow the sound of my voice. Oh wait, that'll lead you to the front of the bike...His eye is moved to the seat. Alright, follow the sound of my voice. Eunice, her hands out in front of her so she can sense her surroundings, walks forward a bit. Wait, I have a solution. His hand comes out of him once more, and he starts to mess around with the helmet, seemingly pumping something from the bike into the helmet.
Eunice: My vision, it's back. How'd you do it?
Upgrade: There's something in the helmet hooked up to your head. You should have 20-20 until the helmet starts to break.
Eunice: Break?
Upgrade: I'm not perfect, now, jump on. Upgrade's eye is moved to the front of the bike once more, and Eunice jumps on the seat, her body leaned over to reach the handlebars. The two take off into the rest of the castle, with Upgrade conversing with her through the bike. So, how did you end up a shadow of Nightcaster?
Eunice: I'm not sure. One moment, I'm heading for Earth in my ship; the next, I'm waking up with impaired vision with a Pyronite talking to me.
Upgrade: Heading to Earth? Why?
Eunice: Azmuth saw something weird going on there, even after what you dealt with last time. He sent me to try and see what was going on. And now that I think about it, Azmuth truly does treat his assistants like nothing. I must be taking Myaxx place with the way he treats me.
Upgrade: Alright. So, you don't know where the real Nightcaster is?
Eunice: No clue. But if I have the memories of being a shadow correct, I was the one controlling all the shadows in the castle. Nightcaster went somewhere, and he has Azmuth. Everyone on Earth was under my control, so Nightcaster would have full control over just me, and to defeat you when the time came. I'm guessing it did.
Upgrade: No. We never really fought. He just bested me when I was Goop because I wasn't able to hurt him.
Eunice: But you were able to hurt me. Because I was a shadow...
Upgrade: That's it! If only shadows can be hurt, then I think I know how to defeat Nightcaster.
Eunice: How are you even going to find him? He went to another dimension, his own dimension.
Upgrade: Wait, if we're not in his own dimension, where are we?
Eunice: Where else? He made a shadow castle on Mt. Chiliad, a high point to any alien in the galaxy.
Upgrade: So, wait, if this is a shadow castle, why isn't it disappearing now that you're no longer under control.
Eunice: Because he controls this castle. It's the key to him crossing dimensions.
Upgrade: Then I have to get this place under close watch. Thanks for the info, Eunice. I guess we'll head to Kevin. By the way, why did everyone turn faceless when Nightcaster had control?
Eunice: Because he doesn't have the ability to give them any real intelligence. If they had faces, they'd be tempted to speak somehow. I guess he thinks they'll manage free will afterwards and take over again, so he makes everyone into a shadow and leaves faceless and brainless versions of whatever species he controls to roam the world. Upgrade: Alright then. If that's true, then everyone should be back to normal, so we should go to Kevin. He can fly you back to Galvan Prime, now that you know the problem down here was Nightcaster, something I'm going to solve very soon on my own.

We watch as Upgrade finally reaches the end of the long castle, creating a ramp in front of the window to jump out. Riding over the heads on Mt. Rushmore, he rides hundreds of feet to the ground without hurting himself or Eunice, and rides off with some form of boost of speed as soon as he lands.

[Meanwhile, on the Thep Khufan Commander's ship, the Commander ponders the ability of his minions to undertake their next mission. The three are kneeling before him in his throne room, where he remains at all times.]

Albedo: We made it in the last mission, Commander.
Elena: Yeah, we got through it just fine. Not a scratch on us, and Ben Tennyson may well be dead.
Thep Khufan Commander: "May well be dead" isn't good enough. While the overall mission allows for him to be alive just before the end, it doesn't help the mission at all not to know whether our biggest enemy may or may not be alive right now. You're going to give me answers, coordinates, something to track down the ship or pod that you left him in.
Scarogus: There is but one problem with that, Commander.
Thep Khufan Commander: Oh, and does this involve locating Ben Tennyson?
Scarogus: Well, you see, about that...
Albedo: We know exactly where he is, sir. He, uh, he made it out alive, but only barely. He's likely still recovering from the injuries.
Thep Khufan Commander: Good...good...You three may well be competent enough, then.
Elena: Sorry about asking, but what is that mission?
Thep Khufan Commander: Of course you don't. Your performance is slipping, Ms. Validus. Save yourself or you'll be terminated from this crew, and your life will be replaced by another shapeshifter.
Elena: I promise you, we can do whatever you're asking of us. And, I'll try to get myself more in the know, master. Just, just one more chance, sir.
Thep Khufan Commander: Alright. Your next mission is to this world...On the window that looks into space, a hologram appears, displaying the home world of Vaxasaurians, Terradino.
Albedo: It won't be as great a walk-in-the-park as the mission to Pyros was, will it?
Thep Khufan Commander: Far from. Your success on Pyros, in retrieving the first component of the Tritadagen, the Tetragen crystal, may have proven to be a trivial task with the three of you, but you will not be going at it alone this time. I see betrayal and friction among you three, and it's hard to find the leader among you. The travel to Terradino will be a lengthy one, giving you the ideal period of time to get acquainted with the leader of your next mission.
Scarogus: Leader?! But I thought I was in charge of these things.
Thep Khufan Commander: You're second-in-command, but your maturity is lacking. You're like a human child, and you are not fit to lead. Information on your new member will be outside. Meeting adjourned.

The three get up, bow to the Commander, and head out in an ordered line of Albedo, Elena, then Scarogus out the sliding door to the halls. When the doors slide shut, the hologram of Terradino disappears. Someone in a black cloak with what looks like white fur on the head and legs walks in through the doors next.

Cloaked Person (identity hidden by a voice changer): My presence has been revealed, Commander?
Thep Khufan Commander: Get meeting them. Your first mission will go as planned, to Terradino in a couple of weeks.
Cloaked Person: Thank you. I'll see you when they slip up. Exits through the sliding doors once more.

[With our view focused on the window the Commander constantly looks out at, we stare into endless space for a few moments, and finally, we fade to black.]




Aliens Used (by Ben)

  • Spidermonkey (offscreen transformation)
  • Big Chill (accidental transformation)
  • Eye Guy (x2)
  • Humungousaur (x2)
  • Benmummy
  • Upgrade (x4)
  • Obsorber (first appearance) (x2)
  • Goop (x2) (first re-appearance) (first time: accidental transformation, selected alien was Four Arms; second time: accidental transformation, selected by Azmuth)
  • XLR8
  • ChamAlien (first re-appearance)
  • Grey Matter (first re-appearance) (x2)
  • Fasttrack (accidental transformation, selected alien was XLR8)
  • Rath (accidental transformation: selected by Azmuth was Grey Matter)
  • Nigester (first appearance)
  • Wildmutt
  • Diamondhead
  • Heatblast


  • Despite having obviously picked Upgrade from his playlist, Ben was transformed into ChamAlien with no problem, and Upgrade would have posed a different fight. ChamAlien was not an accidental transformation.


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  • Chronologically speaking in-universe, the episode order should be The Sea's the Limit, Dial Z for Zombified, Hit and Miss, since this episode takes place after Dial Z for Zombified.
  • Heatblast mentions the existence of Ultimate Heatblast in this episode, saying that it's unfortunate that Azmuth had to remove him since he was never used.
  • Originally, Spitter and Buzzshock were used together to make a large fire in the room that would shed permanent light in the castle.
  • This is the longest episode so far, sitting at six parts along with future episode Ten Plus Twenty.
  • According to Stripes, Grey Matter tried to activate the Master Control in the Assault Omnitrix between Parts III and IV, but didn't succeed as Azmuth set it to a temporary lock (preventing anyone from activating master control until the Omnitrix timed out).
Back in Action: Alien Universe --COLOR (TCF)
Episode Guide
Season 1
Infernosphere - Limited - Magikfest - No Strings Attached - The Sea's the Limit - Hit and Miss - Dial Z for Zombified - Ten Plus Twenty - Happily Never Happened - Missing Link - New Girl - Revelation - Man in the Stone Mirror - Threat or Menace - The Alternative - Why Am I Here? - Love Stuck - Ultimate Solution - Overcoming Adversaries - Ledger Recon - Welcome to Chronospect - Prelude of the Unleashed - Ben 10: Alien Universe Unleashed
Season 2
Meet the Replacements - Hooking Up With the K's - The Armaggedroid - Fate of the Helpers - Madame Regle - Leaked - Shades of Dawn - Foreverlasting
Canon Aliens
Original Series
Heatblast - Wildmutt - Diamondhead - XLR8 - Four Arms - Stinkfly - Ghostfreak - Ripjaws - Upgrade - Grey Matter - Cannonbolt - Wildvine - Benwolf - Benmummy - Benvicktor - Way Big - Upchuck - Eye Guy - Ditto - Buzzshock - Spitter - Articguana
Alien Force
Swampfire - Echo Echo - Humungousaur - Jetray - Big Chill - Chromastone - Brainstorm - Spidermonkey - Goop - Alien X - Rath - Lodestar
Ultimate Alien
Water Hazard - Terraspin - NRG - Forge (Armodrillo) - AmpFibian - Clockwork - Fasttrack - Jury Rigg - ChamAlien - Eatle - Shocksquatch
Omniverse (regrettably)
Feedback - Bloxx - Gravattack - Crashhopper - Ball Weevil - Walkatrout - Pesky Dust - Molestache - The Worst - Kickin Hawk - Toepick - Astrodactyl - Bullfrag - Radius - Gutrot - Whampire
Ultimate Forms
Swampfire - Spidermonkey - Big Chill - Humungousaur - Cannonbolt - Echo Echo - Wildmutt - Way Big - Grey Matter - Articguana - Gravattack - Jetray - Benmummy - Upchuck
Unique Aliens
Season 1 Additionals
Obsorber - Nigester - Plastikitee - Anos - Streak - Bugbite - Muckslide - Autosassin - Boomchomp - Abstallion
Season 2 Originals
Alkamine - Brawnoceros - Combustiball - Cardstruct - Dreadsense - Frisbit - Plasmodic - Seismix - Wavelength
Season 2 Additionals
Atomhammer - Hindsight - Starhavoc
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