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Limited is the second episode of the first season of Back in Action: Alien Universe.


Part I

[We open outside of Gwen's house. All the lights inside appear to be on, and several cars are parked as close as possible to the house, one of them being Kevin's. Just then, Ben's car pulls up in front, parking across the street. He walks up the door with a small piece of paper in hand, and as he reaches for the knob, he sees an explosion in the distance near Downtown Bellwood.]

Ben: Oh, c'mon! I was finally going to make it on time for one of these. Pulls out his phone, reads the time, and puts it away. 7:50. 10 Minutes. That should be just enough time.

The Omnitrix tower pops up, and Ben smacks down. As the glow fades, out, we appear in Downtown Bellwood. XLR8 slides into the scene, and then transforms into Four Arms.

Four Arms: Come out, come out, whoever you are.
Person Behind Ben: Hello, Tennyson.

Four Arms turns around to get a view of his opponent.

Four Arms: Well if it isn't Darkstar. What are you doing blowing up cars in Bellwood?
Darkstar: Isn't it obvious? It's so I can finally take the energy from your Omnitrix I so rightfully deserve.
Four Arms: Michael, the only thing you rightfully deserve is a long time-out to think about what you've done. Picks up a car and throws it at Darkstar, which knocks him over on his back. Four Arms walks over to Darkstar, and holds him by the chest of his armor. Now, I'm not going to be late for another one of her parties, Darkstar. Knocks Darkstar all the way down the street. He lands on his back yet again, but this time, is quick to get back up on his feet. His hand turns black in preparation of firing an absorption ray at Four Arms.
Darkstar: Stay away from me, Tennyson. Tetramands' best attacks aren't long range, as opposed to what I'm about to do to you.
Four Arms: Alright, if Four Arms' isn't long range...

Four Arms smacks the Omnitrix with the side of his fist.

Darkstar: NO!

Darkstar fires a ray at Ben, but the ray merely returns itself to Darkstar, hurting himself instead of absorbing Ben. Emerging from the green glow of Ben's transformation is an alien who resembles Ghostfreak and Benmummy; wrapped in paper-like material the color of Ghostfreak's skin, as well as featuring some patterns and the ghost "leg" of an Ectonurite.

Streak: Streak!
Darkstar (raising his head to see the unfamiliar alien): Who--(struggles)Who is that, Tennyson?
Streak: Just my personal means of lightspeed transportation. What else?

Darkstar fires another ray at Streak, who redirects the energy into power, and blasts Darkstar's hands, creating handcuffs out of Darkstar's energy.

Streak: Cool power, right? No idea I had this myself. But with this guy already so much like AmpFibian...
Darkstar: Get me out of these shackles, Tennyson!
Streak: You're in no position to make demands, Michael!

The claws on Streak's long claws lengthen to about a foot-and-a-half. Streak then scratches the air in front of him, creating a red portal.

Darkstar: What...what is that?
Streak: Basically, the corner. Get in.
Darkstar: Where does that take me?
Streak: A maximum security Plumber jail in the Null Void. Now are you going to go or am I going to have to push you in?
Darkstar: I think you're going to let me free, Tennyson.
Streak: Push you in it is. Streak levitates behind Darkstar, and blasts a powerful blue ray at his back, which pushes him into the portal. The portal closes, and Streak wipes his hands. To a job well done.
Omnitrix: Reminder set by Julie Yamamoto for 8:00 PM: The Surprise Party.
Streak: Oh, man, the party!

Ben as Streak reaches for the Omnitrix to transform into something to leave with, but he notices it flashing an assortment of colors.

Streak: Great, now this thing's in Rainbow Mode.

Ben taps the Omnitrix with his sharpened claws.

Spidermonkey: Spidermonkey? Now you're giving me wrong transformations when I'm switching between aliens? Great. I guess this can get me home in...Omnitrix, what time is it?
Omnitrix: 7:59 PM local time.
Spidermonkey: Aww, man! Starts swinging by his webs back towards Gwen's house.

[Inside Gwen's house, the lights have been turned off. Everyone waits patiently. The door knob is turned, and many people yell "Surprise!" Spidermonkey walks inside.]

Old Lady in a Corner: Ben, change back, and find a hiding spot. You were supposed to be here already!
Spidermonkey: Sorry...whoever you are. The Omnitrix won't let me change back. Strolls inside, and hides behind at the top of the steps where he won't be seen until he jumps back downstairs. By the way, weird lady, what's your name?
Old Lady in a Corner: Don't you recognize your grandmother, Ben?
Kevin (from unknown hiding space): It's Verdona, Tennyson.
Grandma Verdona/Old Lady in a Corner: Spot on, Curtis.
Kevin (from unknown hiding space): It's Kevin.
Grandma Verdona: Yes, whatever. Now, let me turn out the lights. With the lowering of her fingers, the lights dim. The doorknob turns , and everyone crouches into their hiding spots.
Female Voice: Why are the lights out? Turns around to flip the switches for the lights.
Everyone in the Room (including Ben who slides down the steps and starts hanging from the ceiling): Surprise!
Gwen/Female Voice: Wow, this was so...unexpected! Who set this party up?
Grandma Verdona: That would have to be me, Gwendolyn.
Gwen (walking over and giving a now-standing Verdona a hug): Thank you, Grandma. What are you doing on Earth? You can't possibly have come all this way just for me?
Grandma Verdona: I could have, but I didn't. Magikfest is next week, and it will be quite the sight to see. An event where humans would not truly differentiate a natural Anodite from someone in one of those imaginary aliens costume is going to be amazing. And this year, it's on Earth!
Gwen: You'll have to tell me all about it, Grandma. Turns around to face the room full of peopleThanks everyone! For my seventeenth birthday it's nice to see you all got me something amazing. So...did anyone get me a car?
Frank (Gwen's dad) (coming towards Gwen): No, Gwen, but we have all these people who wanted to pitch in helping you save up for one. We would hate to get you a car that you either didn't pay for or just didn't like. So it's going to be your choice.
Gwen hugs her father.
Gwen: Thanks, dad.
Spidermonkey walks up to Gwen.
Spidermonkey: And from me, have this. Hands Gwen the tiny sheet of paper from earlier.'
Gwen: Ben...this is amazing!
Spidermonkey: Only the best from my favorite cousin.
Gwen: Are you bribing me?
Spidermonkey: What? Me? Never!
Gwen: A $2500 shopping spree that you and Kevin are obliged to going with with Julie and me. Thanks, Spidermonkey. Speaking of which, why are you alien in the house? Hasn't my mom complained?
Spidermonkey: Surprisingly, no, but Grandma Verdona did. Before the party, I got caught up with Darkstar, and I think one of his blasts might've hit me when I was using Streak. His powers are spotty at best to use. I've been stuck as Spidermonkey since.
Gwen: You should have Azmuth fix that.
Spidermonkey: I would, but your party's more important...and Azmuth is away on vacation.
Gwen: Vacation?
Spidermonkey: Yeah, he sent me a holo-disc about where he would be staying in case of absolute emergency, but I think he trusts me to *not* go and find him.
Kevin: Alright, enough chit-chat, you two. Let's dig in.

Kevin arms himself with a cake knife hand and starts delicately cutting pieces for the line of people accumulating. Spidermonkey picks Gwen up and puts her down at the front of the line.

Gwen: Did you get me anything, Kevin?
Kevin: Of course I did, Gwen. When the line clears out, I'll give it to you.
Spidermonkey: I bet he's just going to make out with you like he did last year.
Gwen: was sweet last year.
Kevin: Alright, alright. I get it. Oh yeah, isn't it both of your birthdays?
Spidermonkey: Yeah, it's odd for us as cousins to share a birthday, but we always have. This year, it was Gwen's turn for the bigger party.

A large glow, and Ben becomes Swampfire.

Natalie (Gwen's mom): Ick, what's that smell?
Swampfire: That would be me, Aunt Natalie. I can't handle it, though. The Omnitrix is on the fritz.
Natalie (holding her nose up): Then you're going to have to stay outside, Ben.
Swampfire: Wait, wait. Smacks the Omnitrix, becoming Spidermonkey. He smacks again, becoming Swampfire, and once more, Spidermonkey.
Spidermonkey: Why can't I just become human?!
Natalie: Well if you can't change back, just please don't track anything in this house, or leave your spider webs dangling on the ceiling like last time, and don't become that smelly alien. Ick.
Spidermonkey: Got it, Aunt Natalie.

Aunt Natalie turns away, sits down next to whom appears to be her mother and father, and starts conversing with them as the three eat their cake.

Kevin: Ben, you want to come to my garage to try and fix the Omnitrix?
Spidermonkey: Not after what happened to you last time, no way!
Kevin: I can handle that Ben. I'll wear a protective suit, completely free of the risk of my powers taking some of the DNA from the Omnitrix.
Spidermonkey: I said No, Kevin. We're not arguing this. That's for you and Gwen to do on all occasions.
Kevin: Alright, Tennyson.


Part II

[Inside Ben's room, the lights are all off and his hypnotizing screensaver is looping on his laptop screen. The door swings open, and chatting from the person and less audible chatter from down the hall can be heard.]

Spidermonkey enters the room, yelling in response to his mom down the hall.

Spidermonkey: I can't change back, mom. I've only got access to Swampfire and Spidermonkey.
Sandra (Ben's mom): Well, get that fixed or you're not touching anything else in the fridge.
Spidermonkey: Oh, c'mon, mom!
Sandra: That's final, Ben!
Spidermonkey: Gah! Shuts his door, and flips his light switch to the On state. C'mon, Omnitrix, work with me.
Omnitrix: Ready to run core diagnostic? Forced reboot to reset will commence after completion of diagnostic. Estimated length of reboot will be 8 hours.
Spidermonkey: That won't work, Omnitrix. What if something bursts into my room in the next--

Cutting Spidermonkey off mid-sentence, a large hole is broken into the wall facing outside of Ben's room.

Spidermonkey: Few...hours...
Spidermonkey glows green, becoming Swampfire.
Swampfire: I guess you're doing random transformations while you're at this. I dare you to turn me into Alien X, c'mon, go for it.
Swampfires inflames his hand to clear the dust of the wall out. A silhouetted figure walks in.
Swampfire: I'm going to guess you're a fan of black paint, whoever you are?
Vaulting out of the clouds, comes the Mummy.
Swampfire: The Mummy?! Blasts a flame towards the Mummy which knocks him back onto Ben's bed from mid-jump. Aww, man! Not my bed! I thought you were done coming after me after your leige Ghostfreak was killed?

The Mummy stops rubbing his head after the powerful blow, glows blue, and fires his four paper-like arms towards Swampfire's Omnitrix.

Swampfire:'ve never turned blue before...Dodges two of the Mummy's arms. Wait, you're using four arms now? Was my beating you into space with Four Arms your inspiration?
The Mummy moans.
Swampfire: Thanks for the constructive answer. Jumps to narrowly dodge the Mummy's third arm. Whoa, close one. You're getting better at this as we fight, aren't you?
The Mummy nods.
Swampfire: Great. Swampfire slides to his left to dodge the Mummy's last arm, but a narrow touch from the last arm on the edge of the Omnitrix symbol causes Ben to glow and transform. Mid-transformation, the Omnitrix speaks.
Omnitrix: Swapped playlist 0, form 3: Vaxasaurian, with playlist 3, form 3: Polar Manzardill.

Panning from the blue legs of the alien to his white torso, Ben had become--

Articguana: Articguana! mean you just made me switch Humungousaur out for Articguana? That's it, you are in so much trouble! [END OF PART II]

Part III

[Articguana and the Mummy stand facing each other from opposite sides of the room.]

Articguana: So, Mummy, I don't assume you came here for any particular reason? Blows some ice out at the Mummy, who simply jumps and sticks to the wall to dodge the ice.Or are you just here to say "hello" in the rudest fashion? The Mummy moans.
Articguana: That's not exactly an answer.

The Mummy moans louder, and catapults himself off the wall towards Articguana. Articguana attempts to jump out of the way, but with his arms extended out in front of him, he catches Articguana by the back foot.

Articguana: I, uh, don't assume you're going to let me free now.
The Mummy shakes "no."
Articguana: Thought so. Faces his foot and blows some ice at it, but the Mummy simply jumps out of the way, freezing Articguana's foot to the floor. Oh, c'mon. I'm supposed to be the one tricking you bad guys into things like this. Since when did you know Manzardill tricks?
The Mummy growls.
Articguana: Oh, c'mon, with your intelligence you're bound to know how to speak even some English. Blows some more freezing air towards the Mummy, who dodges, and kicks Articguana in the face, knocking him over onto his back. Gah! Please, not above the belt. Or over it. Or at all.
Omnitrix: Translating Thep Khufan native language.
The Mummy growls, but slowly, the growls turn into deep-voiced English words.
The Mummy: No more of your puns or jokes, Tennyson. My name is *not*"the Mummy," whoever that Thep Khufan is. I am Scarogus, and you will hand over all your Cyogen crystals, so I can remove myself from your domain and turn your planet into the perfect Winter Wonderland for my friends and family to inhabit.
Articguana: Cyogen crystals? You're done searching for Corrodium?
Scarogus: I am not the other "Mummy," I am Scarogus, and I have not once wanted Corrodium. The sector on my homeworld who still desire Corrodium is quite...lacking.
Articguana: Well, I don't know what Cyogen is, "Scarogus," but you're definitely not getting any of it if you're putting Earth on ice with it.
Scarogus: LIAR! Pulls out a Plumber's badge.
Articguana: Hey, what are you doing with a--
Scarogus: I added a new function onto this Plumber's badge. Faces the hourglass side to Articguana, and the green portion turns blue. And it shows that you have extreme readings of Cyogen crystals. Puts the plumber's badge away in his "pockets," which are simply sections of his paper-skin that he opens to drop items into his body. Now, if you don't hand me the Cyogen crystals, I'll...I'll...Turns around and looks out at Ben's car, then looks back at Ben. I'll destroy, your car!
Articguana: Oh, no! Not the car Kevin will fix for free!
Scarogus: Sarcasm will get you nowhere, Tennyson. Faces his lower-right arm at Ben's car, the DX Mark 10, outside, while holding Articguana with his upper-left arm by the chest. Scarogus' back arm facing Ben's car begins to glow blue. Time's running out, Tennyson.
Articguana: I don't know where the Cyogen crystals are!
Articguana: Not if I change into Swampfire!
Scarogus: Not if your Omnitrix is timed out! Taps the Omnitrix in three adjacent spots with the thin paper fingers on his upper-right arm, and the Omnitrix hourglass turns dark green as a shutdown sound is played.
Articguana: NO! As if I wasn't trapped as it was as three aliens, now I have only Articguana? That is it! Inhales greatly. His stomach pulls inward as well, eventually revealing the innards of Articguana's stomach--a pool of water filled from below the stomach up to his neck, with many crystals flowing in it. The crystals begin to glow.
Scarogus: The Cyogen crystals! At last! Thank you, Ben Tennyson! Throws his hands into Articguana's chest, and individually rips the crystals from the tiny pool, bucketing the stolen crystals in a large paper pouch he makes on his hips. After taking the last crystal, Articguana's eyes turn lifeless, solely white, and he stops his inhaling, closing up his stomach. To think, it was this easy to both conquer Earth, and defeat the great teen hero of legend, "Super Ben". Pathetic. Vilgax, Conqueror of 10 Worlds, has nothing on me now. Pulls out an ID Mask with his lower-left arm, and puts it on, turning into a man in a black trench coat, black shoes, black pants, black hat, and black gloves. He drops Ben on his back, and he can be heard groaning as he becomes unconscious.

[As Ben's sight faded away, he watched Scarogus in human form trail off, untouched and unheard of by neighbors and passersby. At the last second of being awake, he caught the sound of the door behind him being pushed open. Everything became white and blurred out. He was gone.]


Part IV

[We open in a completely white world, barren of life, polluted with nothingness. Disturbing the peace in this world, everything flashes green as if a green lightning bolt had struck down. The Omnitrix in its original form appears on the ground, and the world becomes white again. Its hourglass turns blue, it beeps, then transforms into the calibrated Omnitrix. The hourglass turns red, and the standalone Ultimatrix tower appears next to it. The two combine, creating the Ultimatrix. Its hourglass reverts to blue, and transforms into the Omnitrix used by the original Ben 10,000 -- the Assault Omnitrix. The hourglass becomes green, at last. It floats into the air, and a green form appears with the Assault Omnitrix on its left wrist. The green form fades to a tan color, and clothes appear on it. Hair, facial features, fingers, and hands appear. Shoes are added, and the figure reveals itself. It is Ben Tennyson. Off-balance by the sudden change of location, he nearly falls over, but composes himself quickly enough to stand. The Omnitrix hourglass turns dark green, signifying its shutdown.]

Female Voice: You failed us all, Ben.
Ben: No...
Elderly Male Voice: If only you were smart enough to have a plan.
Ben: I didn't--
Younger Male Voice: We're doomed now. Earth's doomed. And it's all your fault.
Ben: I'm sorry, I--

Floating heads of Gwen (female voice), Grandpa Max (elderly male voice), and Kevin (younger male voice) start to circle Ben, chanting negative comments about him. Out of them all, Ben audibly hears only one of Gwen's comments. Gwen: Look at what you've done to us... A screen appears in front of Ben, who is kneeling on the floor with his hands covering his hears, shaking his head to the comments from his friends and family. He looks up at the screen, and the heads do, too. They stop talking, and everything around the screen turns black.

Kevin: I love this movie. It makes Ben feel absolute sorrow.
Gwen: Kevin!
Grandpa Max: Settle down, you two...and watch the screen...

[On the screen, Ben sees Gwen, Kevin, Max, Alan Albright, Darkstar, Cooper, Julie in a Ship suit, Helen, and Manny lined up, looking into the dark sky. An armada of alien ships can be seen speedily approaching Earth.]

Gwen (onscreen): Do you think you'll be able to do this, Grandpa?
Grandpa Max (onscreen): Don't worry about me. You guys have to get up there, leave me be. I have a plan.
Kevin (onscreen): Don't turn into--umm, never mind.
Grandpa Max (onscreen): It's alright, Kevin. Now's not the time for mourning. Puts his fist up to the alien armada. It's hero time, kids.
Gwen (onscreen): No, Grandpa...
Grandpa Max (onscreen): Yeah, that's not my job.

The onscreen Kevin absorbs some of the road beneath him, and grows some wings.

Kevin (onscreen): Anyone for Air Levin to the Thep Khufan Commander?
Gwen (onscreen): I'll stay close, Kevin. A crate comes into view next to her, which she turns to look into. Grandpa?
Grandpa Max (onscreen): If you all weren't Plumbers, you're honorary ones now. Put these on, follow Kevin, or let me help. Reveals his left wrist, which holds the Omnitrix. Omnitrix: Upgrade!
Max/Upgrade (onscreen): How do I look?
Kevin (onscreen, laughing): Looking slightly upwards at Max/Upgrade Taller. Looking in random directions in preparation for his flight. C'mon, anyone for Air Levin?

Manny approaches Kevin slowly.

Manny (onscreen): I don't want to do this, but there's no other way up there. Helen and I are taking you to the armada. (pauses, then points his finger at Kevin) But you so much as let go of one of us for anything--
Kevin (onscreen): Got it, tough guy.
Manny (onscreen): Yeah, you better. Puts his finger, flips his head and gestures Helen towards him. Helen comes to him, and the two hold tightly onto Kevin's back.
Kevin (onscreen): Alright, looks like I can only carry two with the weight of Manny on me.
Gwen (onscreen): Kevin!
Kevin (onscreen): Alright, alright. Crouches down, and pushes himself into the air. Yelling down to the rest of the team below. See you guys at the ship. Propels himself faster towards the armada with Manny and Helen onboard.
Max/Upgrade (onscreen): You all look great.

Gwen, Julie, Cooper, Darkstar, and Alan can be seen donning Plumber suits, Darkstar of whom replaces the more solid parts of his armor with the suit, but keeps his underlying clothing on. Ship lies in Julie's Plumber suit-protected arms.

Max/Upgrade (onscreen): Alright. Gwen, Darkstar, Cooper, and Julie, are any of you willing to take (shapeshifts into a Highbreed cruiser with Galvanic Mechamorph pattern and color schemes) the Upgradebucket?
Gwen (onscreen): The Upgradebucket, Grandpa?
Max/Upgrade (onscreen): Hey, cut me some slack, will 'ya?
Gwen (onscreen): Alright, everyone, into the ship.
Ship makes his "Ship" noises, denoting his being against taking Grandpa Max as transportation.
Julie (onscreen): Maybe Ship and I can fly in him. He's got a bit more experience, and I think he's a bit jealous. Ship crosses his arms as best he can, to which Julie responds by petting his head. I'm only kidding, Ship. Go for it.

Ship shapeshifts into his battle ship, raising Julie inside by a robotic rope, and closing the bay door. Julie peers out the window at the Upgradebucket, which Gwen is also looking out of.

Gwen (onscreen, inside Max/Upgradebucket): We'll meet you there, alright? Julie (onscreen): Alright, let's go, Ship. Blasting off at what looked like lightspeed, Ship was off towards the armada faster than Kevin was, immediately surpassing Kevin as well.
Manny (onscreen, arms crossed, watching Ship slip by): "We should take Kevin as transport, Manny." "It'll make him happy, Manny." Next time, I'm waiting for Ship.
Kevin (onscreen, flapping his rubber wings): Right here, you know.
Manny (onscreen, with tone): I know.
Helen (onscreen): You know Manny doesn't mean it, Kevin. You're going as fast as you can, and if we just wait, we'll make it.
Darkstar (onscreen, through Helen's plumber badge): You're simply euphemizing his poor speeds, Helen.
Gwen (onscreen, inside Max/Upgradebucket, tugging at Darkstar's hand on the Plumber badge intercom button on the large dashboard inside the Upgradebucket): C'mon, Darkstar. We have more important things to do, like gear up for the battle ahead.
Max/Upgradebucket (onscreen): Couldn't agree more, pumpkin. I may be set with the Omnitrix, but you 3 can't simply walk in there without a plan. That's the wielder's job.
Gwen (onscreen, fading as she speaks): No, Grandpa, that's Ben's--
Omnitrix (onscreen): Missile lock targeted for Omnimatrix core. Emergency feedback procedures in use. A green bubble around Max/Upgradebucket appears. A missile sent from the armada of ships simply bounces off of it, returning fire to the ship that fired. The missile merely taps the ship, thanks to the amount of shielding the ship had onboard. Feedback procedures successful and recorded. No longer in use. The bubble fades out.
Booming Voice (onscreen, over the Thep Khufan armada's intercom, can be heard all across Earth): This is the Thep Khufan Cyogen Lookout Commander. You have ten seconds to surrender to us the Omnitrix, and the Plumbers who patrol the Earth.
Max/Upgradebucket (onscreen): Oh, no! He's revealing the presence of the Plumbers to humans. The Earth isn't ready. Max/Upgradebucket boosts himself into high gear, surpassing Ship and Kevin at an alarming rate. He shoots a long green ray from his eye (at the top of the front window), targeting the Commander's ship. It simply leaves a scratch on the ship, though. I don't think we can handle, them, kids.
Gwen (onscreen): What are you saying, Grandpa?
Max/Upgradebucket (onscreen): I don't think we can win this battle, pumpkin.
Booming Voice (onscreen, over the Thep Khufan intercom): Five seconds, puny earthlings. Five seconds before the Earth is destroyed at the hand of the Thep Khufan armada.
Max/Upgradebucket (onscreen): I'm sorry, everybody.
Gwen (onscreen): It's not your fault, Grandpa. Plus, there's still--
Booming Voice (onscreen): The one destroying your pitiful planet requires a break.
Gwen, Julie (onscreen): Yay!
Booming Voice (onscreen): So I am forced to destroy your planet now. Goodbye, heroes of the Earth, as well as the Assault Omnitrix, whomever wields it now.

[The screen shows an offworld view of Earth where the armada blasts a beam that heads straight for the center of the Earth. As the beam disappears from this view as it gets closer to the core, ships from all across the Earth take off in attempts to escape the doomed world. None make it off the planet, and the Earth, before Ben's eyes which were locked on the screen, crumbles.]

A green glow in the background, and suddenly, a blast of heat destroys the screen, causing it to fade out of existence. Viewing Ben, he had transformed into Swampfire, with floating transparent Gwen, Grandpa, and Kevin heads over his shoulders.

Swampfire: I don't know why you three showed me these lies, or even if you three are my real family, but I know *that* wasn't real. That's not my future. I'm going to save the Earth. And--and--(drops an acidic tear from his right eye)--and, I'm not dead. Drops onto the ground on his knees, repeating: I'm not dead.
Paradox's Voice: Oh, now, aren't you, Ben?
Swampfire: Flipping his head to see behind him. Paradox?
Paradox: I'm in front of you!

Swampfire returns his head to front view, and stands up before Professor Paradox.

Paradox: Such a fun thing to do, not appear, then have a person flip around only to find out I was in front of them.
Swampfire: This is not funny, Paradox. Where am I?
Paradox: Isn't it obvious, Ben? You may think you're not here, but you most definitely are. There is no denying it.
Swampfire: You mean, I'm...I'm dead?
Paradox: Dead? Technically, yes.
Swampfire: No...Reverts back to human, and falls to his knees yet again. Ben (repeating): No...
Paradox: Yes, Ben. I'm sorry to say--
Ben: I failed. I failed all those innocent people...Pointing his left index finger behind him. Now everything that happened on that screen is going to happen, and I won't be able to stop it, will I?
Paradox: At the moment, that all is true. At the moment, you are not able to stop. Ben: What do you mean "at the moment"?
Paradox: Ben, you're not completely gone yet, and for all we know what was on that screen could end up part of a similar-to-your-own alternate timeline. The future's never written in stone when it comes to my point of view of time.
Ben: So...I can change it?
Paradox: On your own, not at all. You're helpless when it comes to the aid of the events on the aforementioned screen.
Ben: Not filling me with confidence, Professor.
Paradox: Let me continue, Benjamin. Now, while you aren't able on your own, you sure will have help. From your grandfather, your cousin, and your best friend, Kevin.
Ben: You're bringing them here? But, wouldn't that mean you're killing them, too? Paradox: You're half-right. They are already here. They've been atop your shoulders for the duration of your visit.
Ben: These three?
Kevin Head: Yeah, Tennyson, you're just too dumb to--
Ben: Facing Kevin Head Shut it, Kevin. Facing Paradox Paradox, please, anyone but these three versions of my friends.
Paradox: Versions? These are your friends, Ben. They come for your currently most-likely future.
Ben: So...this is them...when they die?
Paradox: Oh, of course not. Long before that for all three of them.
Ben: So...why are they so mean?
Paradox: They have been instructed to be for the purpose of your being here. If you wish to return to Earth, battles between your friends must be done. And just so you don't think of them as just versions of your friend that feel no pain, ergo you feel the urge to use Humungousaur to smash their heads together like robots, if you fail to take this battle seriously, as in, you don't think of these three as your actual friends and that you have to battle them, they will be dealt any amount of pain you deal to them.
Ben: Alright.
Paradox: Good. Now we're getting somewhere, Super Ben.

Paradox snaps his fingers, and the three heads float off Ben's shoulder over to the highest point on their real bodies, and under their floating heads, their bodies appear. Their heads become their proper level of transparency--fully opaque.

Paradox: Are you ready for the battle you three?
Ben: Wait, all three at once?
Paradox: If you can't handle your friends at their toughest, how are you going to handle the Thep Khufan armada? Wing it?
Ben: Well, we did that during the Highbreed Wars.
Paradox: This time around it's not going to be as easy as tampering with their DNA structure, Ben. They mean business. No trade of any kind, unless you give up the Assault Omnitrix, which I haven't seen in a single timeline you do willingly, will stop them from trying to destroy the Earth. You have to stop them, Ben, and while surely you'll find another way than removing them completely from Earth's atmosphere.
Ben: Alright then, I better dial in something useful for evasion and weak fighting in this case.

[Ben pops up the tower on his Omnitrix, revealing a small alien hologram. As he smacks it down, the part ends.]


Part V

[Ben stands before the twisted Gwen, Kevin, and Max. Professor Paradox, who stands with his pocket watch in hand behind the twisted versions of Ben's friends and family, prepares to leave.]

Paradox: Feel free to start your battle, Ben. I'll be right back when you're done.
Ben: For you, that's right back. For me, that's me dying because of these 3.
Paradox: Haha, Benjamin. Your jokes never seize to amaze. Have some confidence that you'll win, or else this whole thing will be pointless and the battle against the Thep Khufans will have already been lost.

Paradox teleports away.

Ben: Alright, you three, it's--
Kevin: Hero time, we know. Absorbs the endless white floor in the endless white world, becoming a very durable white material. You ready for your beating, Tennyson? Turns his hands into two giant pairs of scissors.
Ben: No, and neither are you. I'm going with something I can use for evasion and intelligence. The Omnitrix dial pops up. It's Hero Time! Ben smacks it back down.
Nanomech: Nanomech? Alright, evasion and lasers. I can do this.
Grandpa Max: No, you can't, Ben. Give up. You won't be able to stop us as a little nanochip.
Nanomech: Yes, I can. (fires a laser at Max, which knocks him over onto his back immediately) Grandpa, no! I'm so--

Grandpa Max immediately flips back onto his feet, grabbing Nanomech in his hands.

Grandpa Max: I bet you wish you could reach the Omnitrix right now, Ben, now don't you?
Nanomech (struggling): Kinda.
Grandpa Max: Well, too bad. With his two hands tightly crushing Nanomech, Max brings Nanomech's head between Kevin's right hand scissors. Would you care to do the honors, Kevin?
Gwen: Oh, and I don't get any glory today? I helped devise this plan, so I should get to cut his head off.
Grandpa Max: Alright, here you-- (looking down in his hands, he doesn't see Nanomech) Where is that little brat?!
Nanomech (shrunken down): Man, they'll never find me like this. But wait. I have to fight them. Omnitrix, Big Chill!
Big Chill: Big Chill! Finally, getting what I want.

Having been looking in the wrong direction, Twisted Gwen, Kevin, and Max all flip around to see Big Chill.

Big Chill: Oh, c'mon guys, can't we all just chill as friends? Get it, "chill as friends"?
Gwen (as her hands and eyes begin to turn pink): Yes, Ben, we get the joke. Big Chill: C'mon guys, why are you doing this?
Kevin: Because the world doesn't revolve around you, Ben. It's not all going to stop and let you change the schedule.
Gwen: Kevin's right. And just the same, if you can't stop us, you're dead.
Big Chill: Please, stop saying that.
Gwen: What, "you're dead"?
Big Chill: Yes! You know what I mean! You're my cousin, you've been like a sister to me for the past six years, ever since that trip with Grandpa. And Kevin, you've been like a brother to me for the last year. Why do you all feel the way you do about me?
Kevin: There he goes again, always thinking everyone has to like him.
Big Chill: guys do, don't you?
Kevin: Like you? I only liked you to get to Gwen.
Gwen: And I only liked you because I'm sure you'd use Wildmutt to give me the ultimate Wet Willy.
Big Chill: As if that's even cool anymore...but that is a good idea now that you mention it...But what about you, Grandpa? You said I've been walking miles in your footsteps when it comes to being a Plumber.
Grandpa Max: Old people lie, Ben. Sometimes a little lie never really hurts anyone.
Big Chill: It...It does...Reverts to human, kneeling over, bowing his head with grief.
Kevin: What are you doing, Tennyson?
Ben: Getting ready for the end, Kevin. I'm in for it, and from what you and Gwen, a match made in heaven when it comes to lying, said, it's not going to be slow or easy. If none of my family really does like me, then I don't really need to be around. Lifts his arm up above his head, as if readying himself to be handcuffed.
Kevin: Then, let's make this quick, hero.

Kevin changes his right arm into the head of a hammer and swings down as speedily as possible for Ben. Just nearing him, Ben transforms into Rath.

Gwen (dropping her head into her hands): A *world* of pain, Ben.
Rath (while continuing punching a lying-down Kevin): WHATEVER, GWEN TENNYSON, IT'S NOT LIKE YOU LIKE ME EITHER.
Gwen (lifting her head out of her hands): Don't say that, Ben. I do, you're my favorite cousin.
Rath (while holding Kevin up above his head): STOP LYING TO RATH, GWEN TENNYSON.
Kevin: Please start telling the truth, Gwen, this is going to be painful.

Gwen fires a long pink mana hand at Rath, which hits the Omnitrix, causing Ben to transform and Kevin to fall thanks to Rath's disappearance.

Streak (fading): Streak...Gwen, what'd you do that for?
Gwen: Because you were about to kill Kevin.
Kevin: Please don't use my name and "kill" in the same sentence unless it involves me doing it to somebody else.
Gwen: Kevin!
Kevin: Sorry, it happens.
Streak: "It happens." You only ever kill people by accident then, don't you, Kevin? If Rath can't give you a world of pain, then I can give you a world where you'll go insane. Scratches a portal into existence behind him. Inside, cell bars and an alien prison guard are visible. Next Stop: Plumber Maximum Security Jail, just like Darkstar.
Grandpa Max: Ben, close that portal, now!
Streak: Why should I listen to you? It's not like you people love me, or even like me in the least. I'm there to make you guys look bad. At least this way, you guys will have something better to do than to look bad because of me. Who's first?
Gwen: Ben, we're done.
Streak: What do you mean, "we're done"?
Kevin: She means, the fight is over.
Streak: Liar! As if what Rath did wasn't enough for you. I guess my last resort is removing you three versions of my family from existence with Alien--
Paradox's Voice: No, Ben!

A blue glow that shows all of creation within appears. At the same time, Ben glows blue. As both glows disappear, the first, on Ben's left, is Paradox re-appearing, and Ben, in human form.

Ben (panting, bent over with his hands on his knees): Thank you, (continued heavy panting) Professor Paradox.
Paradox: It was nothing. But Ben, Streak is difficult to control when you're angry. As opposed to the effortlessly discontent Appoplexian Rath, Streak can become something nearly impossible to control while under the influence of emotions. It's why that species is nearly as emotionless as the Incursions. Ben (catching his breath, and standing back up): But what was the point of this? I didn't win. Those three--who aren't even really evil versions of my friends and family--started being nice again.
Paradox: Well, in the case that you must send the Thep Khufan Commander into the maximum security Plumber jail, it's likely you will have won. No force in the Thep Khufan army could possibly deal with an aggressive Streak with a portal opened to a Plumber jail open.
Ben: So...I won?
Paradox: Yes, you won, Ben.
Ben: Alright then, back to Earth, Paradox.
Paradox: I should warn you that--
Ben: Paradox, having just taken on my friends and family, I'm pretty sure I'll be able to handle anything out there, unless Vilgax is out there with an army, but he said his people are harmless. Besides, (raises his left wrist to show the Omnitrix, and uses his right hand to put at it) I've got the Omnitrix at my side if anything wrong happens.
Paradox: Hmm...Alright, Benjamin. I'll beam you back to Earth.
Twisted Gwen, Kevin, Grandpa Max (in unison): Bye, Super Ben!
Ben: Bye, twisted guys--and Gwen.

[Ben wakes up attached by shackles on both wrists and ankles to a floating torture room in some sort of spaceship. His eyes are closed in the beginning, but as he returns from the dead, his eyes open ever so slowly.]

Omnitrix: User reactive. Entering last known transformation sequence--Articguana.
Ben: Wait, Omnitrix, cancel that.
Omnitrix: Automatic transformation cancelled.
Ben: Okay, time to try out something they definitely weren't expecting.

[Down the hall from Ben's cell in the ship would be where the Commander sleeps. While playing a game of cards with the second-in-command, the door of the room flies off. He puts the cards down, and stands up from the seated game.]

Thep Khufan Commander: Come out, come out, intruder. I'll make sure your death is swift if you come in peacefully.
Robotic Voice in the Shadows Behind the Door: Alright, but I hope you don't intend to kill me with a gun.
Thep Khufan Commander: I recognize that voice...
Out from the shadows, Lodestar appears.
Lodestar: I was going for Humungousaur, but what gets the job done gets the job done. Now, hand me the map and all the stolen goods.
Thep Khufan Commander: Tennyson, how are you even alive...
Lodestar: Luck, Commander. Now fork over everything you stole before I have to take it back.
Thep Khufan Commander: "Take" it back? You think you are simply going to take back what's been stolen from you from me? Guards!
Lodestar continues to stand tall and proud. After a few moments, he says:"
Lodestar: I should tell you that I took care of 'em all before I got here. You're surrounded, Commander, and I believe it's time you gave up and handed yourself over to the Plumbers.
Thep Khufan Commander: Hahaha. You may have cornered me today, Biosovortian, but the war wages. He fires his gun, to which Lodestar responds with quickly removing the gun from the Commander's hand. This distraction allowed the Commander to board the escape pod behind him, and escape, as well as initiate--
Female Ship Voice: Self-destruct sequence has begun. Self-destruct will commence in 5...4...3...2...
Lodestar: Oh, poop.

Outside the ship, it looks calm and peaceful, with other cruisers simply gliding by. After the final two seconds, the ship explodes. It takes a few seconds, but after this while, a small red being comes flying out the corner, heading towards Earth below. This is--
Jetray: Jetray! Lucky I became him in time. Time to head home.
Jetray flies towards Earth, and the viewers continue to watch on as we pan away from Earth from behind Jetray's point of view.



A blast from Darkstar leaves Ben locked in alien form, only being able to use three transformations. With Azmuth off on vacation, there's nobody with the ability to reset the side effects of the fight, and Ben will have to wait it out as he meets a new threat.

Major Events

Assault Omnitrix Alien Debuts


Tennyson Family

  • Aunt Natalie
  • Uncle Frank
  • Grandma Verdona
  • Aunt Natalie's parents
  • Sandra Tennyson (offscreen, but "heard")


Aliens Used

(by Ben)

  • XLR8 (cameo)
  • Four Arms
  • Streak (x2) (first appearance) (2nd time: accidental transformation; selected by Gwen)
  • Spidermonkey (x3) (first re-appearance)
  • Swampfire (x4) (first re-appearance) (3rd time: random transformation)
  • Articguana (first re-appearance) (accidental transformation; original locked form was Humungousaur)
  • Nanomech (first re-appearance) (accidental transformation; selected was Grey Matter)
  • Rath
  • Lodestar (first re-appearance) (accidental transformation; selected was Humongousaur)
  • Jetray

(by Max)

  • Upgrade


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  • Verdona references the annual Magikfest during the episode, directly foreshadowing and introducing Magikfest.
  • By Ben and Gwen turning 17, it is revealed that Kevin was already 18 by the time of Infernosphere.
  • Ben mentions defeating the Mummy by pounding him into space using Four Arms. Four Arms was never used (albeit, he was selected but opposed by the Omnitrix) during the episode where Ben and co. fought the Halloween trio in space. This means that either Four Arms was used offscreen to defeat them, or in this timeline, Four Arms finally appeared in battle during that episode rather than leading to an accidental transformation.
  • The "Omnitrix" mentions Articguana's (as his species "Polar Manzardill") DNA sample being in the third playlist in the Omnitrix. Ben's Ultimate Alien forms (minus the Ultimates themselves: Water Hazard, Terraspin, Armodrillo, AmpFibian, and NRG) are found in the third playlist, hinting that Ben either re-unlocked Articguana before even gaining his 4th Andromeda alien, or has figured out to re-order his aliens by this point like the main timeline Ben 10.
  • Like in Gwen 10, when Max received the Omnitrix, his first alien became Upgrade. Like before, he also used "Upgradebucket," but this time the name derived from the fact that he loves the Rustbucket so much, not that he had actually upgraded it.
Episodes and Shorts of Back in Action: Alien Universe
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 - Can't Trust the Weather, Man - Plight of Pinocchio - Maximum Slumber - Dusk - Escalation - Malevolence - Never Set in Stone
Season 3 TBD
Shorts Meet the Fans - Operation Pyros - Moira's Presents - Clock Worked - Unity Broker - Freedom and Prosperity
Unique Aliens in Back in Action: Alien Universe
Assault Omnitrix Mark I-II (Super Ben) Obsorber - Nigester - Plastikitee - Anos - Streak - Bugbite - Muckslide - Autosassin - Ultimate Upchuck - Healding
Assault Omnitrix Mark III (Super Ben) Alkamine - Brawnoceros - Combustiball - Cardstruct - Dreadsense - Frisbit - Koldiak - Plasmodic - Seismix - Wavelength
Alphaline Omnitrix (Dawn) Vertigo - Starhavoc
Future Ben's Omnitrix Atomhammer
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