Ben 10: Omnitrix Unlimited
Season 2, Episode 16
Air date Unknown
Written by Ultra3000
Directed by Ultra3000
Episode Guide


Bellwood, Dimension 131
June 17, 05:00 PM EDT

The city of Bellwood is in ruins, with all the buildings demolished. The sky is pitch black from the smoke of the burned houses. The camera zooms in to the logo of Billions' Tower, standing there among the chaos. There are no words to fully describe this terrible catastrophe. Police officers, firefighters and doctors are helping the few survivors.

(Firefighter 1): I can't believe this. It just happened fast. At least my wife and kid are safe.

(Doctor 1, putting a civilian inside an ambulance): You're lucky. I don't know where my family is. You see, we weren't that close and now with all this...

He starts crying. The firefighter pats him in the back. A police officer's radio is activated.

(Police Officer 1): Reporting for duty, sir. What's the status?

(Police Officer 2, through the radio): Wilson, round up the wounded and leave ASAP! He's coming-No! No!

His screams are the last thing the radio picks up, before it goes static.

(Doctor 2): What did he-

(Police Officer 1): We gotta move fast people!

(Firefighter Chief): Alright, let's go, let's go!

The doctors put the last civilians in ambulances. They start the engines, but the vehicles don't move.

(Doctor 2): What?

(Police Officer 3): The cars won't move!

(Firefigher 2): Great. That's the last thing we need. Oh no...

All the people gathered look in terror as they see the cause of their problems: an Alternate Gravattack, who is slowly levitating towards them.

(Alternate Gravattack): You go nowhere. Benzarro help you!

(Police Officer 4, screaming): Open fire! Now! Now!

The police officers start shooting Gravattack, but he deflects all the bullets. They soon run out of ammo.

(Doctor 3): We're doomed!

Gravattack reverts back to Benzarro and runs towards them, flapping his arms.

(Benzarro): Me am Benzarro! Me save you!

As the people prepare to meet their fates, Benzarro gets stabbed in the back with a purple knife by Eon, who procceeds to rip his head off, which is still alive, or undead in this case.

(Benzarro): Benzarro not like you.

Benzarro's head vanishes in a purple flash.

(Eon): One more down...

(Firefighter 1): Thank you, thank you, whoever you are! You saved us from a monster!

(Eon): Oh, no you are mistaken.

(Firefighter 1): What do you mean?

(Eon): If you thought that he was a monster, then you're going to love me...

He presses a button in his gauntlet, which causes the screen to go black.

Just outside the Anur System, Dimension 1
June 17, 05:05 PM EDT

We see the Rustbucket III floating in the vastness of space. The camera goes to the interior, where we see Kevin in the wheel, Gwen on the co-pilot seat and Ben in the back seat, drinking a smoothie.

(Kevin): I thought Paradox would be here by now.

(Gwen): Have some patience, Kevin. The Professor will be here soon.

(Ben, finishing his smoothie): That's what you said an hour ago.

(Gwen, sighing): Yeah, I know.

Suddenly, a blue flash of light engulfs the Rustbucket III and when it goes away, Professor Paradox and a boy dressed in all black that looks like Ben can be seen.

(Ben): Professor, you finally came!

(Paradox): Yes, Ben. I'm sorry I couldn't arrive earlier, but I had some affairs to take care of first.

(Kevin): Hey, who's that guy over there?

(Paradox): That's young Benjamin from Dimension 3000. He will assist you in your quest.

(Ben-3000): Yo, what's up pals?

Ben gets up and shakes his hand.

(Ben): Pleased to meet you.

(Ben-3000): Yo, what's with all this formal stuff? Let's get to the point, my man.

Gwen giggles a little bit.

(Paradox): Anyway, Ben is right. You have to get to the Antimatter Universe.

(Kevin): The Antimatter Universe?! I thought that was an old Plumber legend.

(Ben): Lemme guess. It's in the Anur System, right?

(Paradox): Yes and no.

(Ben-3000): Man, stop being so cryptic and stuff.

(Kevin): I actually agree with Ben on this one.

(Paradox): You didn't let me explain. Anyway, the Anur System, as you know, isn't like most of the systems this universe has. It exists between this universe, which is the matter universe and its antimatter counterpart.

(Gwen): Does that mean that every universe has an antimatter counterpart?

(Paradox): Yes.

(Ben): So, how do we get there?

(Paradox): You must travel to the center of the Anur System and then use your Portalsapien form.

(Ben): Portaler? Why can't you just teleport us there?

(Paradox): Because if I do that, I will create a time ripple large enough for Eon to come here.

(Ben-3000): He almost got me, but Professor over here rescued me.

(Ben): So, he's back to his old ways, huh? Enslaving alternate versions of me.

(Paradox): I'm afraid not. Now, he's slaying every Ben Tennyson in his path, destroying their dimension in the process as well.

(Gwen): Oh my...

(Ben-3000): Oh my is right. We need to stop him.

(Paradox): He's too powerful for all of you. You will fight him later.

(Kevin): You can't be serious.

(Paradox): For the multiverse to be saved, you must follow my instructions. It is of vital importance to go to the Antimatter Universe. Once you get there, find your counterpart as soon as possible.

(Ben and Ben-3000): Got it.

(Paradox): Good. I bid farewell for now.

He vanishes in a flash of blue light.

(Ben): Kevin, you know what to do.

(Kevin): You don't even have to ask.

He pulls a lever down and presses a button that says 'Warp Speed'. The Rustbucket III heads towards the Anur System.

(Ben): So, other me, what's your dimension like?

(Ben-3000): Eh, more or less same as yours. Where's Rook though?

(Gwen): He's kinda busy at the moment...

Anur Transyl, Dimension 1
June 17, 05:20 PM EDT

We watch Rook in a Colosseum-like stage. He grabs his Proto-Tool and shapes it into a sword, preparing to fight a very buff Transylian, while the crowd is cheering.

(Rook): I have no idea how I got involved in all of this.

(Transylian): You asked the boss. Well, you have to go through me first, Revonnahgander.

He charges at Rook, who swiftly sneaks behind him and holds him by the arms.

(Rook): It appears I have the upper hand.

(Transylian): You evil monster!

(Rook, shifting his Proto-Tool into a net blaster): We all have our opinions, do we not?

He releases the Transylian to the ground and steps back, firing a net at him. The Transylian grabs it at the last second and tears it apart, growling loudly.

(Rook): I do not have the time for this!

The Transylian sprints and uppercuts Rook. The crowd roars, and the Transylian pumps his fist in the air. Rook coughs and adjusts his chin. He shifts his Proto-Tool into a whip and whips the Transylian in the face, kicking him in the chest simultaneously.

(Transylian): I won't lose to a monster!

He grabs Rook with both arms and electrocutes him. Rook falls to the ground, the Proto-Tool falling near the Transylian, who picks it up.

(Transylian): Well, well, what do we have here?

(Rook): I suggest you hand it back, before you accidentally harm yourself.

(Transylian): Ha! You wish!

He shifts the Proto-Tool into its blaster form and prepares to fire.

(Transylian): Any last words?

(Rook): In fact, yes. Activate Defense Mechanism.

The Proto-Tool transforms into a small cube and flies to Rook's hand, who stands up and re-activates it. The Transylian growls in frustration and smahes his fists to the ground, unleashing a powerful electric attack. Rook dodges the last second and throws a smoke bomb from his pocket.

(Transylian, struggling to see): Coward! Come out and face me like a man!

(Rook, hiding in the smoke): It is time to end this.

Rook quickly strikes him in several pressure points, immobilizing him.

(Transylian): Gah! You cheated! I knew you would never defe-

Rook hits him in the head, knocking him unconscious. After a short pause, the crowd goes wild.

(Rook): I have defeated your strongest lackey, Shellor. Reveal yourself!

An abnormally thin Transylian can be seen standing in the top tier, clapping.

(Shellor): Well done, Rook Blonko of Revonnah.

(Rook): You will come with me. You are under arrest for selling counterfeit Taydenite!

(Shellor, grinning): Even if you had any proof, you can't arrest me. Only a citizen of Anur Transyl can do that and I'm afraid you aren't one, Plumber.

(Rook, also grinning): Then I suppose it is a good thing I know a few people around here.

(Shellor, confused): What are you talking about?

Out of the blue, Scout lunges at Shellor and puts energy handcuffs on him. Rook climbs up to the top tier.

(Rook): Excellent job, Scout. Now, take him to the others.

Scout gives him a thumbs up and carries Shellor on his shoulder. The crowd watches in amazement. Just a moment later, the Rustbucket III lands perfectly inside the arena. Ben, Ben-3000 and Gwen come out.

(Ben): Did you get him?

(Rook): Of course. I am glad you arrived in time.

(Gwen): We have to get to the Antimatter Universe, so we better hurry.

Rook stares at Ben-3000.

(Ben-3000): Hey, Rook, what's good, my man?

(Rook, at Ben): Another alternate version of you, I presume?

(Ben): Yep. Now, let's go!

They all get inside the Rustbucket III, which takes off. Rook goes to the cockpit.

(Rook): Where exactly is the Antimatter Universe?

(Kevin): Don't really know. The Professor said we go to the center of this system and that's where we'll go.

(Gwen): I suggest we relax for a while.

She slowly levitates above the ground and starts meditating.

(Ben-3000): Ain't nobody got time for that!

He activates his Omnitrix and starts messing around with the alien holograms.

(Ben): I wonder if we have the same aliens.

(Ben-3000): Well, I have around 50. How about you?

(Ben): 90.

(Ben-3000, surprised): Hold up. Did you just say 90?!

(Ben): Yes.

(Ben-3000): Respect, man. Respect.

(Ben): Thanks...I guess?

Center of the Anur System, Dimension 1
June 17, 06:02 PM EDT

(Kevin): Well, if the coordinates are right...we're here.

(Ben, activating the Omnitrix 1.5): Great. Let's do this-

He suddenly stops and goes closer to one of the Rustbucket III's windows, where he sees a stray Necrofriggian outside.

(Rook): Ben, are you alright?

Ben doesn't reply and simply rotates the Omnitrix's 1.5 faceplate, until he finds the Big Chill hologram. He transforms.

(Big Chill): Big Chill!

He phases out of the Rustbucket III.

(Kevin): Tennyson!

(Gwen): Kevin, are you thinking what I am thinking?

(Kevin): More or less.

In the meantime, Big Chill approaches the other Necrofriggian, which is smaller and with larger eyes. They both stare at each other of a few seconds.

(Young Necrofriggian, hesitating): Mom?

(Big Chill): I suppose so, yes.

Awkward silence ensues for another few seconds.

(Big Chill): So, um, where are your brothers and sisters?

(Young Necrofriggian): We split up a few months back.

(Big Chill): Oh, okay.

(Young Necrofriggian): You know, I never thought I would see you again.

(Big Chill): My thoughts exactly.

The Necrofriggian frowns.

(Big Chill): Oh, no, no, no! I didn't mean it like that! I love you just as much as my other 13 children! (thinking) Man, I'm so stupid! Seriously? 'Just as much as my other 13 children' Get it together, Tennyson!

(Young Necrofriggian): When are you coming back to Kylmyys?

(Big Chill): Who?

(Young Necrofriggian): Not who, what! It's our home planet, mom! Did you forget that?

(Big Chill): No, of course not. I was just testing you.

(Young Necrofriggian): Sure...

Big Chill scratches his head.

(Big Chill): Wait a second! What are you doing here in the Anur System? Don't you know how dangerous it is?

(Young Necrofriggian): I'm not a baby anymore. I can do whatever I want!

(Big Chill): You'll go back right now!

(Young Necrofriggian): But-

(Big Chill): No buts. As your mother, my priority is your safety and the Anur System is not safe!

(Young Necrofriggian): You can't make me!

Big Chill glares at it. The Necrofriggian gets shocked at first, but then quickly frowns and sighs.

(Young Necrofriggian): Fine.

(Big Chill): That's my boy!

(Young Necrofriggian): Uh, I don't know what a boy is, but okay.

(Big Chill): So...I guess this is goodbye?

(Young Necrofriggian): Good things can't last forever. Bye mom!

It flies off. Big Chill returns back to the Rustbucket III and reverts back to Ben.

(Ben): Not. A Single. Word.

(Gwen): Did you make aunt Sandra's gla-

(Ben): I won't talk about it.

(Rook): I am confused. Ben, did you know that Necrofriggian?

(Ben, sighing): Yes. I'm its mother.

Ben-3000 bursts into laughing.

(Ben-3000): Hold up, hold up! You did not just say what I think you said! Dude, seriously?

As Ben-3000 continues laughing, Kevin has a grin on his face.

(Ben): Come on, Kev. What witty remark do you have in store for me?

Kevin opens his palm, revealing a tape recorder. He clicks the play button.

(Tape Recorder): Ben, did you know that Necrofriggian? Yes. I'm it's mother.

(Gwen): Kevin...

(Ben): Give it here right now!

He jumps at Kevin, but he moves his arm and clicks the replay button, repeating the phrase.

(Ben): That's not cool, man!

(Kevin): Relax, Tennyson, I'm just messing with you. Or should I say 'chill'?

Ben activates his Omnitrix 1.5 and transforms.

(Swampfire): Swampfire!

Before Swampfire can do anything, Rook goes between him and Kevin.

(Rook): I shall not stand anymore of this! You two are behaving like immature children, while we are entrusted with saving the entire cosmos!

(Swampfire): He's right, you know.

(Kevin): Yeah, I guess.

He presses the delete button on the tape recorder.

(Gwen): Now, can we please all relax and actually get somewhere?

(Ben-3000): Yeah. I mean, we had a little fun and stuff, but we need some action here, people! And not that kind of action, if you get me, with the arguments and all that.

He stands up and transforms into an alternate version of Portaler.

(Swampfire): Wait! Do you know what you're doing?

(Alternate Portaler): The Professor said we use Telepad and that's what I'm gonna do.

(Kevin, looking at Swampfire): Telepad, huh?

(Swampfire): Not the time, Kevin.

(Rook): Other Ben, you must be careful. Crossing into an alternate universe could have-

(Telepad): Calm down. I got this.

He raises his hands and starts concetrating. A small hole opens in front of the Rustbucket III, showing a black void.

(Swampfire): Is that it?

(Gwen, her eyes glowing purple): Yes. The mana feels...wrong somehow.

(Kevin): We can't get through a tiny hole like this!

(Telepad): Just let me focus a little more!

He stretches his arms and squints his eyes, increasing the size of the hole. However, he starts shaking and falls into his knees, with sweat flowing down his face.

(Swampfire): Kevin, get us in there, now!

Kevin presses a button that reads turbo mode and the Rustbucket III flies through the hole, but the back wings get stuck.

(Telepad, ready to pass out): Can't continue...for much longer!

Swampfire rushes outside of the cockpit and exits the Rustbucket III through the roof. Once he gets on top of the vehicle, he blasts the back wings with fire, causing them to explode. The impact knocks Swampfire in the wormhole, with the Rustbucket soon following him.

Unknown Unknown

Telepad reverts back to Ben-3000, who passes out. Rook quickly grabs him and puts him in a nearby seat, then takes out his Plumbers' Badge.

(Rook): Ben, respond. Are you safe? We have made it to the other side!

The camera zooms out and we see Swampfire, headless and with his right arm missing, floating in the void of space.

(Gwen): Kevin, can you reach him?

(Kevin): The back of the ship is damaged! We ain't going anywhere!

(Rook): Then I shall.

He takes a breathing mask out of his pocket and puts it on.

(Gwen): Are you crazy? You don't have a spacesuit!

(Rook): Trust me, Ms. Tennyson, I can handle this.

He jumps out of the Rustbucket III and shifts his Proto-Tool into a grappling hook, which attaches to Swampfire's body. He proceeds to pull him back and after a while, he grabs him and takes him back in the cockpit.

(Gwen): Something is wrong. Swampfire hasn't regenerated.

Kevin presses a button that says 'autopilot' and goes to check with the others.

(Kevin): Let me take a look.

He puts Swampfire in the co-pilot seat.

(Kevin): He's still alive. He must be.

(Gwen, with teary eyes): Kevin, I-I can't sense his mana.

(Kevin): No! Don't you dare say that!

He absorbs the material the Rustbucket III is made of and turns his hands into hammers and starts smashing Swampfire's chest.

(Gwen, crying): Kevin, that won't work. We don't even know if Methanosians have a heart!

(Kevin): I'm not leaving him. You don't get to die on me, Tennyson!

He continues to punch Swampfire's chest to no avail. Rook puts his hand on his shoulder.

(Rook): Kevin...we can't do anything else...

(Kevin, reverting into human form): He would never give up on us. Why should we give up on him now?

Gwen takes out her spell book and frantically checks all the pages.

(Gwen, shouting): Sdnuow Laeh! Ekaw Pu! Revocer!

None of the spells have any apparent effect. Gwen breaks down in tears and Kevin immediately hugs her and tries to comfort her. Rook, however, looks at Swampfire and notices a slight movement of his left hand. At first, he ignores it, but then the Omnitrix 1.5 starts to flash green.

(Rook): Gwen, Kevin!

They all look shocked as a green flash engulfs Swampfire's body, regenerating his lost arm and head, but at the same time, making him more muscular, taller, with a collar around his neck and a more colorful face.

(Swampfire, getting up): Wow! What happened?

Gwen clears the tears from her face and hugs him tightly.

(Swampfire): Hey! What's going on?

(Kevin): We thought you were dead!

(Swampfire, confused): What?!

He takes of quick look of himself and notices the changes.

(Swampfire): Woah! Okay, that's weird...

(Rook): This must be a Methanosian's blossomed form.

(Swampfire): You mean this is permanent?

(Rook): No. Methanosians only gain this form in dire situations, like the one you faced.

(Kevin): You knew that all the time?!

(Rook): I apologize. It appears that it slipped my mind, as you would say.

(Gwen): It doesn't matter. Ben is alright and we are sticking to the mission.

All of a sudden, Ben-3000 regains consciousness and stands up clumsily.

(Ben-3000): Man, I would do anything for a burger right now.

Ben and co. laugh.

(Ben-3000): Did I miss something?

(Swampfire): Yes, but you wouldn't believe it.

(Ben-3000): After that 're-union' thing you had, I am ready for anything.

(Kevin, cheking the control panel): It will have to wait. With the back of the ship and the control panel smashed, we will be here for a while.

(Ben-3000): Pfft. I got this.

He transforms into an alternate version of Jury Rigg, who wears a black outfit and approaches the control panel.

(Devil Maker): Fix, fix, fix!

He puts the broken pieces back to their place and carefully connects them. The panel glows a light green.

(Devil Maker, reverting): That's how you get a job done.

As soon as he finishes his sentence, the panel flashes red, picking up a transmission. Kevin clicks a button.

(Transmission): Unidentified Object 0689, you have been accused of illegal tresspassing in the Vastro System. You are authorized to lower your defenses and surrender in the name of the Supreme Order.

Swampfire pushes Kevin aside and responds.

(Swampfire): Or what, tough guy?

(Kevin): Ben, don't be stupid!

(Transmission): Or we will be forced to shoot you down.

(Swampfire): Who's we?

Dozens of the Order's ships appear, having their cloaking device enabled all this time. They quickly make a circle around the Rustbucket III, surrounding it.

(Ben-3000, sarcastically): Great job, flowerbrain.

They get teleported to the main spaceship. Swampfire hides his Omnitrix 1.5 symbol in his stomach. In front of them stands a very frail, plant-like creature, which is supported by two appendages protruding from its back. It has small ice plates covering its body and his right shoulder missing. The left side of his face is rotten. A group of armed men, wielding plasma cannons are around it.

(Creature, breathing heavily): Welcome aboard. I have been expecting you.

(Gwen): And who are you?

The creature slowly approaches her and breathes a cold vapor, causing Gwen to take a few steps back.

(Creature): You look just like her, but at the same time you don't.

Kevin moves between it and Gwen.

(Kevin): Watch your distance, creep.

The creature grabs him by the neck.

(Creature): You should watch your tongue. Hm...perhaps this will give you a lesson.

He emits an ice blast from his hand, encasing Kevin's head and neck in solid ice. Swampfire's hands light with fire and he thaws him out. The creature backs off a bit.

(Swampfire): Alright, mister, we want answers!

(Ben-3000): Yeah, you think acting all creepy will scare us?

(Creature): You don't know me, but I know everything about you.

(Swampfire): And you honestly think we believe that?

He goes towards Swampfire, his palms projecting a cold mist.

(Creature): You should...Benjamin Kirby Tennyson.

He puts his right hand into Swampfire's stomach and pulls the Omnitrix 1.5 out. He presses it and causes Swampfire to revert back to Ben.

(Ben): How did you-

(Creature): I just told you. I know everything about you.

Rook grabs his Proto-Tool and Ben-3000 attempts to transform, but the armed men raise their weapons.

(Creature): You make one move and your brain matter will be splattered all over the ship. Your choice.

Ben-3000 puts his arm down. The creature grows a third appendage from its back and snatches the Proto-Tool.

(Creature): Such an interesting device. So familiar, yet so strange...

(Ben): Tell us why you brought us here!

(Creature): Tsk, tsk. So impatient.

He hands the Proto-Tool to one of his men. Kevin tries to talk, but he can't.

(Gwen): Kevin, what's wrong?

(Rook): It appears this...creature has frozen Kevin's vocal cords.

(Creature): Correct guess, Rook Blonko.

Kevin raises his fist to the air as a sign of anger.

(Creature, to his men): Gentlemen, immobilize them.

Several thugs put energy handcuffs on the gang.

(Creature): Now that we have taken all the necessary safety precautions, I will try to explain.

The creature loses its appendages and becomes slightly more muscular. His skin takes on a more human-like pigmentation and his right shoulder regenerates, turning into a form similar to Ben's. His left side of his face is scarred and has silver hair with brown temples. His eyes are entirely black, showing no irises. He wears a white jacket with black stripes.

(Ben): No way...

(Antimatter Ben): Wasn't it obvious? A man knows himself better than anyone else.

(Ben-3000): You're the Ben Tennyson of this dimension!

(Antimatter Ben): Your deductive skills are most impressive...not.

(Ben-3000, furious): What did you just say?

(Antimatter Ben, ignoring him): You seriously thought your little mission will get unnoticed? Pathetic fools.

Kevin growls.

(Ben): But Paradox said-

(Antimatter Ben): -lies. Everything Paradox has told you is a lie. He lured you here and you fell right into the trap, like an insect approaching a light source, even when it knows it will kill it.

His right eye twitches and Ben notices it.

(Ben): Paradox never lies, unlike you.

(Antimatter Ben): You managed to see through my lie. I am actually surprised.

(Rook): What I do not comprehend is how you turned to the side of evil.

Antimatter Ben laughs hysterically.

(Antimatter Ben): Evil is overrated. When you rule the galaxy with an iron fist, when you have everything you ever desired, there is no good or evil. Everyone who hears my name, cowers in fear. Anyone who dares stand in my way suffers a slow, painful death, like he deserves.

(Gwen): You are a monster.

(Antimatter Ben): On the contrary, I am a savior. Freedom is an illusion. What people really need is one thing: Order. And for order to be achieved, you will have to do whatever it takes. Maltruence will make sure of that.

(Ben): You aligned yourself with Maltruence?!

(Antimatter Ben): Why does that shock you? It was the only reasonable choice.

(Gwen): You are a fool if you think Maltruence wants order. He will destroy everything in existence!

Antimatter Ben smirks.

(Antimatter Ben): Tell me, Gwendolyn, do you want to know what happen to my Gwen?

(Gwen): Not really.

(Antimatter Ben): She always disobeyed orders. And her insurbodination was punished. In fact, I am thinking of doing the same thing to you.

Kevin jumps in front of her, facing Antimatter Ben.

(Antimatter Ben): Oh, Levin. So foolishly brave. I suppose you are ready for lesson 2?

His eyes turn bright red as his face takes a skull-like shape. He grows large red wings and two antennae on his back, that emit fire. His torso grows more muscular and his feet become two-toed.

(Big Blaze, with a raspy voice): Are you still going to face me? Or run away like the coward you are?

Kevin absorbs the material of the ship's floor and breaks his handcuffs.

(Big Blaze): So be it, then!

He blasts Kevin with intense fire from his mouth, which Kevin tries to block by putting his hands in front of his face and creating a small shield. He begins moving closer to Big Blaze, who shoots fire from his wings, knocking Kevin back. In the background, Ben slowly reaches his Omnitrix 1.5, activates it and rotates the faceplate, which shows the Big Chill hologram. He slaps the dial and is engulfed in a green flash as his entire body is covered by a metallic layer with green glowing circuits and rapidly decreases in size. His eyes merge into one in the center of his face and he grows two pairs of green wings from his back. The Omnitrix 1.5 symbol appears on his chest, completing the transformation.

(Nanomech, whispering): Nanomech? I can certainly work with him too.

As Kevin punches Big Blaze, Nanomech flies towards Gwen and zaps her handcuffs. In turn, she destroys Ben-3000's handcuffs and Rook's.

(Ben-3000): Now we are talkin'!

(Gwen): Ben, wait-

Ben-3000 ignores her and transforms into an alternate version of Gutrot, but with black clothing and paler skin color.

(Chemix): Prepare to meet your doom!

(Big Blaze): What? Unacceptable! Guards, restrain-

He gets punched again by Kevin, who has both of his arms shaped as hammers. The guards point their plasma cannons directly at Chemix, who releases from his pores a yellow gas that surrounds them.

(Chemix): Strange. Methoxyflurane should have affected them.

(Nanomech): Methowhat?

(Rook): Sleeping gas.

The guards fire at them, but Gwen raises a mana shield before they get harmed.

(Nanomech): They are wearing helmets, dummy!

(Chemix): How about you take care of that?

Suddenly, Kevin is thrown at Gwen, causing both to fall down. Big Blaze hovers towards them.

(Big Blaze): Your attempts to escape are pathetic.

(Nanomech): We'll keep trying if you don't mind!

He flies at a fast pace and zaps Big Blaze in the face with his bioelectric blasts, however the attack doesn't faze him at all. Big Blaze grabs Nanomech in his right hand and starts squeezing him.

(Big Blaze): Super tangibility. Maybe you should try it once!

(Nanomech, struggling): Thanks...for...the tip!

He creates a green aura around him, shrinking in size, until he is no longer visible by the naked eye. Meanwhile, Chemix releases an acidic gas, melting parts of the guards' armor. Rook uppercuts one and kicks the next one, retrieving his Proto-Tool, which he uses in blaster form to take care of the rest.

(Big Blaze): You are not going anywhere!

He breathes fire, but Chemix releases propane, which ignites upon contact, sending Chemix and co. crashing through the spaceship to the cockpit.

(Chemix): Perhaps propane was not the best solution to our problem.

(Gwen): Uh, guys, where's Ben?

Kevin shrugs, being unable to speak. Big Blaze screams in anger, his wings glowing with fire.

(Rook): I fear Ben is not the only thing we should be concerned about.

(Big Blaze): I have to admit, you put up quite a fight. But it was not good enough!

He prepares to attack, but a green flash appears behind him.

(Brainstorm): Brainstorm! Tremble before the might of my cerebral cortex!

He opens his head plates, revealing his large brain and shoots a powerful yellow lightning, electrocuting Big Blaze, causing him to fall to the ground.

(Brainstorm): I realized from the very start that you were not a match to my superior intellect, um what is this alien's species name, if I may ask?

(Big Blaze): A Fyrolax, Cerebrocrustacean.

(Brainstorm): My dear teammates, retreat to the Rust Bucket. My Dimension 3000 counterpart and I shall hold this fiend off.

(Rook): We will remain here.

(Chemix): Do him a solid and scram, 'kay?

Rook sighs.

(Gwen): Abeo Exorior!

A mana dome covers herself, Kevin and Rook, and they teleport out.

(Brainstorm): Now...

Big Blaze morphs into a sterotypical pterodactyl with yellow armor plating.

(Pterodrillo): Pterodrillo!

Pterodrillo materializes energy whips into his hands and begins whacking Brainstorm.

(Brainstorm, backing off): Ouch! Ow! I demand that you seize assaulting me!

(Pterodrillo): I will not stop until you're dead!

(Chemix): Hey, my man, that's not a nice thing to say!

He bends over and releases a green gas that covers Pterodrillo and Brainstorm. Pterodrillo turns his arms into drills that glow with star energy and smashes the hull of the spaceship, knocking Chemix and Brainstorm down.

(Pterodrillo, turning his arms back to normal): You were fools to let your allies get away. No one escapes Bain Ten'eeson!

(Chemix): Don't be so sure of it!

He slaps his Omnitrix symbol and transforms into an alternate version of Four Arms, who looks just like Ben's but with black eyes and black Omnitrix symbol.

(Tough Guy, cracking his fingers): It's on now!

He grabs Pterodrillo and throws him to the control panel, which gets crushed and releases small sparks. Brainstorm, Tough Guy and Pterodrillo start hovering.

(Tough Guy): What happened?

(Brainstorm): Judging by the fact that you hurled our enemy towards the control panel of this spaceship and that we are now hovering, I reach the conclusion that you also disabled the gravity.

(Tough Guy): You talk a lot, you know that?

(Brainstorm): I suppose it is part of my ch-

He gets hit by one of Pterodrillo's energy whips.

(Brainstorm): I find the fact that you interrupted me in the middle of a conversation most unplea-

Pterodrillo charges at him and pushes him to a wall. Tough Guy grabs Pterodrillo from behind, but the latter activates his jetpack and they start flying all over the ship.

(Brainstorm, rubbing his head): Well, as I was going to say before I was rudely interrupted-

(Tough Guy): Just give me a hand, man!

(Brainstorm, sighing): Very well.

He opens his head plates and blasts both Pterodrillo and Tough Guy accidentally with an electric blast which causes Pterodrillo's jetpack to malfunction. After doing a few loops in the air, Tough Guy lets go of Pterodrillo who reverts back to Bain, unconscious and still hovering.

(Tough Guy): We better get out of here while we can.

(Brainstorm): Excellent suggestion.

(Tough Guy): Did you just use sca-, um, sarm- eh...what's it called...

(Brainstorm): Sarcasm.

(Tough Guy): Yes, that exactly.

(Brainstorm): That would be telling.

(Tough Guy): You know, you are starting to get on my nerves, alternate me.

(Brainstorm): The feeling is mutual.

They both stare at each other for a while. Tough Guy punches the wall of the spaceship with all of his arms, breaking it and revealing the void of space.

(Brainstorm): That is most unusual.

(Tough Guy): What? I just broke down a wall!

(Brainstorm): No that. We should have been sucked out.

(Tough Guy): Hey, alternate universe, right?

(Brainstorm): Clever observation. And this time I mean it.

(Tough Guy): You mean what?

(Brainstorm, sighing): Let us procceed.

They exit the spaceship and float in the void of space.

(Tough Guy): So, what now?

(Brainstorm, raising his pincers to his head): Allow me to think. I require concetration.

(Tough Guy): The evil us could get up any second now, you know.

(Brainstorm): I found it. I shall send a message to my dear cousin Gwendolyn by using my electro-

(Tough Guy): Just do it already!

Brainstorm frowns and gives out from his head yellow waves. After a few seconds, he and Tough Guy get teleported to the Rust Bucket III, where Gwen sitting in the cockpit.

(Gwen): Thanks goodness you got out!

(Tough Guy): Where's Rook and Kevin?

(Gwen): They are making repairs to the Rust Bucket.

(Brainstorm): Excellent. I shall go assist them.

(Tough Guy): Don't count me out!

They walk down the corridor to the back of the Rust Bucket III, where part of the ground is torn open. Kevin and Rook, using tools, are repairing the wires.

(Rook): Did you manage to apprehend your Antimatter Universe self?

(Brainstorm): I'm afraid not, my Revonnahgander partner. However, we did leave his vessel damaged. (turns towards Kevin) And how are you doing, Kevin?

Kevin frowns and squints his eyes.

(Brainstorm): My sincerest apologies, I almost forgot. Hm...perhaps a warm beverage will prove useful?

(Rook): Ben, Kevin's condition is serious. He might suffer permanent damage to his vocal cords.

(Tough Guy): That doesn't sound good.

(Brainstorm): While I consider magic...bewildering, Gwendolyn might have a spell that could help Kevin. If you could excuse me, I shall go speak to her.

He turns around and begins walking rather awkwardly towards the cockpit.

(Tough Guy): Then I'll stay here and help. I have just the right alien...

He slaps the Omnitrix symbol on his chest and transforms in a flash of black light into Dimension 3000 Upgrade, who is mostly colored dark yellow and with a black circuit.

(Liquid Mecha): Liquid Mecha should fix the ship in no time!

He stretches his arms and neck and enters the hole. Rook and Kevin stand up and back off, as Liquid Mecha begins merging with the Rustbucket III, his circuit design appearing on the walls and the ground. Brainstorm, who is mere meters away from the cockpit, notices the upgrade that is occurring.

(Brainstorm): It appears my counterpart utilised his Galvanic Mechamorph form. Clever.

Brainstorm enters the cockpit and sees Gwen sitting and reading from her spellbook.

(Brainstorm): Gwendolyn, may I please speak with you?

(Gwen): It's about Kevin, isn't it? I still haven't found a spell that could reverse his condition.

(Brainstorm): Well, this is disheartening.

Liquid Mecha's circuit design appears on the control panel and his head, along with part of his neck, stick out.

(Liquid Mecha): So, where do we go afterwards? I'm gonna run out of juice soon, so we best hurry.

(Brainstorm): Indeed. I suggest we approach the headquarters of our devious counterpart.

(Liquid Mecha): How the heck are we supposed to find it? It's not like we can go back and ask him.

(Brainstorm): You can use your Galvanic Mechamorph form to access the map databases of this star system.

(Liquid Mecha): I guess it wouldn't hurt to try.

His head and neck merge with the control panel once more. As soon as he does this, Rook and Kevin enter the cockpit.

(Rook): It appears our problem has been solved. What is our next destination?

(Gwen): Ben says we should go to the other Ben's headquarters, but I'm not sure.

(Brainstorm): Our options at this point are The sooner we locate his base of operations, the sooner we return to our native dimension.

(Rook): Even if we do proceed with this course of action and manage to destroy his headquarters, it would have little effect. Your alternate counterpart commands an entire organization, which I have no doubt is a twisted equivalent of the Plumbers in our dimension. If my assumption is indeed correct, then we might be dealing with a galactic tyrant.

Major Events

  • Benzarro, Ben-3000 and Bain Ten'eeson make their first appearances.
  • Gravattack of Dimension 131 makes his only appearance.
  • Shellor makes his first appearance.
  • One of Big Chill's offspring makes its first reappearance.
  • Telepad, Devil Maker, Chemix, Tough Guy, Liquid Mecha and Swampfire's blossomed form make their first appearances.
  • Swampfrost, Big Blaze and Pterodrillo make their first appearances.



Aliens Used

By Ben

By Ben-3000

By Bain Ten'eeson

By Benzarro


Community content is available under CC-BY-SA unless otherwise noted.