Ben 10 Fan Fiction Wiki

Madame Regle is the twenty-ninth episode of Back in Action: Alien Universe.

Story[]

New Style
Hey, this episode is one of 31 classic episodes and 6 Shorts converted from a legacy style to a more clearly readable and consistent format/style using a Python script. The script is not absolutely perfect, and I'm continuing to try to squash any weird formatting bugs that occur. If you spot one, please let me know in the comments or on my page! -COLOR (Wall)

Part I[]

[We open in the Mother System, a planetary system with a single planet orbiting a small star, while several still-standing rocks in the area are home to thriving businesses and sometimes filled-to-the-brim personal dwellings. We pan over to one special rock, encased in a holographic shield, holding a large factory complex. The complex's true point-of-interest, however, is the tall, gray corporate building dead-center. We enter through the front glass doors to a lobby much like one found in a five-star hotel, even fitted with two elevators in the background. It is occupied solely by two blonde-haired teenage humans, one manning a computer at the round, wooden front desk, and the other sweeping the floors with a broom.]

Blonde-Haired Male #1 (seated at the front desk)
Teddy, you can't possibly think she'll give you a promotion for sweeping the lobby. You're just taking the janitor's job.
Teddy/Blonde-Haired Male #2 (sweeping)
Oh, you'll see, Mendler.
Mendler/Blonde-Haired Male #1
Of course...

Teddy continues to sweep the floors until he reaches one of two parallel golden lion statues sitting in majestic positions. He stops in front of one.

Teddy
Hey, Mendler, you know why Regle has these lions?
Mendler
I don't know. Maybe she likes lions or something. Does it matter?
Teddy
Well, it was my question. I thought you'd know.
Mendler
Well, I don't. No reason to anyway.
Teddy
She still doesn't tell you anything? How are you suppose to manage the place if you don't know anything?
Mendler
It's been going swell so far, Teddy. Just keep sweeping.
Teddy
Oh, no, no, no. I've got to find out what's so special about these lions. There's some special behind everything in this place she has. Maybe there's some kind of button or something underneath?
Teddy
Slowly...

Mendler only just now looks to find what Teddy is doing.

Mendler
Hey, Teddy, stop what you're doing!

He rushes from the back of his desk to around front and attempts to run after Teddy, but Teddy manages to finally push the lion to the point where it falls off of its stand and flips over on its side. The loud cracking noise that follows echoes throughout the room. Only moments later, the lion falls farther on its side as the affected corner of the lion crumbles to bits. Mendler grabs the top of his own head.

Mendler
Oh, man, Regle's gonna kill me for this! Why can't you listening, you idiot!

Teddy jumps up onto his feet.

Teddy
Dude, I'm sorry. Maybe we can just replace this before she--
Elderly Woman's Voice (coming from the area of Mendler's desk)
Pickett, what was that?

Mendler slaps himself in the face then drags his hand slowly down his face, leaving an expression of sadness on it.'

Mendler
Whatever she does to me, I'm going to make sure happens to you ten-fold, got that?
Teddy
Ahh, c'mon, man, it's just a lion! She can replace it.
Elderly Woman's Voice (intercom)
MENDLER! GET OVER HERE BEFORE I FIRE YOU!

Mendler drops his head before running over to his desk, jumping over the front, and slipping into his rolling computer chair. He presses a button on his desk and begins to speak. Teddy approaches the desk and listens.

Mendler
Umm, yes, Ms. Regle?
Ms. Regle/Elderly Woman's Voice (intercom)
You heard me: WHAT WAS THAT SOUND?!
Mendler
Oh, it was nothing, ma'am.
Ms. Regle (intercom)
That's Madame to you, secretary.
Mendler
Secretary? I thought I was a manager, Madame Regle.
Madame Regle/Ms. Regle (intercom)
You can grab the new title as soon as you TELL ME WHAT JUST HAPPENED!

Mendler looks up to Teddy, who is fervently shaking his head.

Mendler
It--umm--it was nothing, I swear, Madame Regle.
Madame Regle
If I have to turn on the camerots, I will, Mendler. With your job on the line, I suggest you tell me what just happened.

Teddy drops his head. He gestures Mendler to go ahead and speak. Mendler sighs just before speaking.

Mendler
Teddy Ryan, err, knocked over one of your golden lion statues. I swear, it was an accident.
Madame Regle
Your reluctance to answer and hesitance in actually doing so lead me to believe you are to fault. Where is Mr. Ryan?
Mendler
Right here, ma'am.

A hologram appears of just the silhouette of Madame Regle's body. It faces Teddy Ryan, who looks up to the woman with a frightened expression, lightly sweating from his forehead as he does so. The silhouette hologram and Teddy Ryan exchange looks at each other for a minute, the amount of sweat dropping from Teddy's face increasing over time until his mouth finally cracks open with expedited speech.

Teddy Ryan (rushing words out)
I swear, Madame Regle it was an accident! I'll clean it up, I'll buy you a new one, an even pricier one, I swear!

He drops onto his knees and begins to plead her with his begging joined hands. Madame Regle's dark hologram rotates to see him.

Madame Regle
Oh, you think of me so harshly, Mr. Ryan. Join me in my office. If I can simply have a lucid explanation, then maybe we can work something out.
Teddy Ryan
Oh, thank you, ma'am, thank you! I'll be right up.
Madame Regle
Let me beam you. No reason in wasting valuable work time taking the stairs or elevator, either of which could break and kill you on the way up.
Teddy Ryan
Oh, um, I guess I didn't think of it that way. But couldn't I get blown up or something during--

Teddy fades away out of the room. Madame Regle's hologram turns to Mendler.

Mendler
It's great of you to do this for Teddy, boss. He's really clumsy and--
Madame Regle
Find someone to take the empty position he's about to leave.

Her hologram disappears, leaving Mendler with his mouth gaping.

[We cut to where Teddy Ryan appears next, in a dark room with the silhouette of a desk with Madame Regle behind it seated right before a window shedding light on the darkness of space beyond. A spotlight appears over Teddy as he fades into view on the other side of the room.]

Teddy Ryan
Teleportation...

He looks to Madame Regle's silhouette.

Madame Regle
Please, call me Madame Regle.
Teddy Ryan
Oh, of course, Madame Regle. I just want to thank you again for this! I've never called you someone mean in the past, but some people have. You definitely aren't, though!
Madame Regle
Of course. Now tell me what happened with my golden lion statue?
Teddy Ryan
Oh, well, that's a funny story. So I was just sweeping the lobby floors, you know, to help out, maybe to get your attention since I've never spoken to you before. Some guy did my interview, I think, but maybe you read over it.
Madame Regle
Uh-huh, now get on with the "funny story."
Teddy Ryan
Oh, yeah, so I'm sweeping the lobby floor, and I come across your really awesome, realistic-looking golden lion statues. And so I'm wondering, "why would she have one of these?" And Mendler says 'cause you're fierce, but then I say that you wouldn't just have these here for no reason. I'm thinking you'd at least put 'em outside. So I just wanted to check (beginning to hesitate as he speaks): if there was something kinda hidden underneath one of them, like a button. So I put down my broom and, well, pushed the lion of its stand...and it...broke. I guess I shouldn't have done that.
Madame Regle
Oh, it's fine, Mr. Ryan, these things happen. You weren't told that it was an offense to push over those lions, but it's no matter, I can just purchase a replacement with my own money.
Teddy Ryan
Yeah! Oh, thanks, Madame Regle, you're--
Madame Regle (in a serious tone)
No.
Teddy Ryan
Wha--?
Madame Regle
Everything I just said was incorrect. You didn't try at all to correct me. First off, my secretary told you in advance not to touch those lions. You then proceeded to do so anyway with your stubborn belief that there was something hidden.
Teddy Ryan
Whoa, secretary? I thought Mendler was a--
Madame Regle
Mr. Mendler's position in this company is no longer of your concern. Now, second, if something was hidden beneath it, why would you go to check? Do you not think I would hide something for a reason? THIRD, but of course not finally, it was an *extreme* offense to have knocked over one of my golden lion statues. They are irreplaceable with any money, as they are prizes from war. I killed those and froze them, then encompassed them in gold to show my ferocity. FINALLY, *you* are going to find a way to recompense me for your actions. And I have just the way to do so.

Albeit hard to make out in the shadows, Madame Regle turns her head just barely and nods.

Teddy Ryan (beginning to step back slowly)
Heh, what are you doing? I, I actually think I need to go.

We see sparks fly on the ceiling as the spotlight shuts off. We hear Teddy begin to run, but then he falls. We hear slow movement coming from one side of the room approaching Teddy's side. We hear something ruffling in the darkness. The spotlight turns back on, and we see an alien enter underneath it, Teddy slumped over his shoulder.

Madame Regle
Oh, no, a work-related, fatal, *accident*. It looks like he'll just have to join the rest. Good job,

(we focus on the face of the alien, one bearing complete resemblance to Frisbit's)

Madame Regle
Ben.
[END OF PART]

Part II[]

[We reopen on Earth at the Tennyson residence, home of Carl, Sandra, and Ben Tennyson. Visible in the home's driveway are the two Tennyson parents' cars. Absent from the front of the house, however, is the DX Mark 10, with Kevin's car occupying its parking space. We pan past the car's front window to find the vehicle empty. We zoom over to the front door and phase inside to find Kevin and Gwen seated at the center of the widest, three-seater couch in the living room watching TV.]

Kevin
It's almost 7, and Ben's still not here. If I wanted to watch TV with you, I'd stay at your place.
Gwen
He's coming; plus, he might've forgotten. He never texted me back when I asked if we were having it tonight.
Kevin
I thought you said Ben never forgets things like that.
Gwen
Well...this is different. Maybe something important came up.
Kevin
You can't just call him?
Gwen
Can't you?
Kevin
Well, I mean, it's not that important, plus I'm more of the guy being called than the guy calling.
Gwen
Who calls you other than me?
Kevin (nervously)
Nobody, Gwen, I swear. Just some buyers.
Gwen
Well, time to turn that around. Call Ben, maybe you calling him will be surprising enough to make him pick up.
Kevin
If he wouldn't pick up for you, why would he pick up for me? You said he could be busy, let's just wait.
Gwen
Now that you have to do something, he's busy, eh?

She shrugs and puts on a smile.

Kevin
Oh, whoa, whoa, whoa, you did not just--
Gwen
I did. Me: 1, you: 0. Catch up, will ya'?
Kevin
Ugh. Not today, Gwen. That drive took almost the whole day.
Gwen
I offered to teleport us and your car here.
Kevin
And let you get sick again? No way.
Gwen
It's not getting sick. It's just a mild headache, plus, I've been getting better with the effects.
Kevin
Well, I'm not gonna let you do that. What if we came here and Vilgax was attacking or something?
Gwen
Vilgax is on Incarcecon, Kevin.
Kevin
Well, you know what I mean.
Gwen
I do. And because of that, I'll give you a point. Let's at least tie it today, alright?
Kevin
I'm fine with that.

We pan over to the kitchen where Carl and Sandra are standing and overhearing the conversation between Gwen and Kevin. Sandra stands with Carl's arm over her watching.

Carl (to Sandra)
Always knew Frank would do well as a dad. Two kids, and they turned out pretty well.
Sandra (to Carl)
Well, Gwen's not the only one in that conversation. Kevin's quite the romantic even when he doesn't look like he's trying.
Carl
Hey, I can be romantic, too.
Sandra
You can be, just like when we were their age.
Carl
Ahh, those were the days.
Sandra
They're a lot like we were, Carl. I know this isn't our place, but we ought to talk to Kevin's parents and congratulate on her own good parenting.
Carl
I'll pass it onto Frank; anyone can do with a compliment, but I think it may come off as a bit awkward from us. I mean, we're not the ones whose daughter is being dated by Mrs. Levin's son.
Sandra
You may be right.
Carl
Hmm...speaking of children...(raising his voice to a tone where Kevin and Gwen can hear him) where's Ben? Aren't you supposed to be in his room?

He walks out into the living room behind the couch Kevin and Gwen are seated on, with Sandra following him.

Gwen
We don't know. Did he tell you where he was going when he left, Uncle Carl?

Carl looks to Sandra, who shakes her head.

Carl
Oh, we're terrible parents. I don't even remember seeing him leave.
Gwen
So you don't at least know what time he left?
Carl
I wish I did.

Beginning to walk toward Ben's room as he speaks, Sandra staying at his side:

Gwen
We knocked and he never answered, and each time I called, it rang long enough for us to have heard his phone if it was in there.
Carl
The door's locked, though?
Kevin
Yeah. What, do you guys have a spare key or something?

Carl and Sandra rush down the narrow hallway containing the bathroom, their bedroom, and at the end of the hall, Ben's bedroom. Having not answered his question, Kevin looks to Gwen and shrugs. The two leap off of the couch and follow Carl and Sandra. When they reach Ben's parents, found are the two adults standing at the bathroom door, just steps away from Ben's. Carl and Sandra look to Kevin and Gwen with arms crossed.

Kevin
What?
Carl
You're going to need to turn around.
Kevin
Why? Is there some--

(Gwen uses her mana to spin Kevin around 180 degrees)

Gwen
Sorry, Uncle Carl, go ahead.
Carl
You, too, Gwen.
Gwen
Oh, you know I can keep a secret.

Sandra lowers her head just barely and stares Gwen in the eye with her brows up. Gwen drops her head and turns 180 as well. We hear Carl and Sandra scavenging for something, beginning to rub their hands against something fuzzy then against something even fuzzier. Kevin peeks over his shoulder and spots them grabbing a key out from underneath the mat in front of the bathroom door. Kevin hurriedly turns his head back as the two stand up.

Sandra
I saw that.
Carl
You might as well turn around since you know.

Kevin and Gwen turn back around, with Gwen angrily looking up to Kevin with her arms crossed.

Kevin
I swear, I didn't do anything!
Gwen
Sure you didn't.
Carl
You're not to tell Ben you know about this.
Sandra
And you're not to use this if he doesn't open his door.
Kevin
Alright, alright.

As Carl and Sandra approach Ben's door, Kevin looks down to Gwen with a grin. She turns away angrily then lowers his head to her shoulder to whisper something.

Carl
You aren't the best with whispering, are you?
Kevin (innocently)
What, me? I wasn't whispering.
Sandra (whispering, to Carl)
Not a good liar, either.
Kevin
Wait, what?

Gwen giggles.

Carl (pseudo-innocently, fiddling with the key to open Ben's door)
What, Sandra? Oh, she didn't say anything.
Kevin
Oh, ha ha.

Gwen begins to walk ahead to the door as Carl opens it. Kevin follows.

Kevin
You know what, I don't even care. You still have to pay for Mr. Smoothies after we leave, and I think I want two for myself.

The quartet enters Ben's dark room, finding it void of Ben. Sandra raises her hand to her mouth as she mouths "Oh my god..." expecting the words to escape her thoughts.

Kevin (in a serious tone)
Gwen, I think it's time to try and track Ben.
Gwen
Just what I was thinking. If nobody minds, can we do this in the living room instead? It's kinda cramped in here.

Sandra and Carl look and nod to each other. They look back to Gwen.

Sandra
Okay.
Gwen
Oh, before we go, I need something of Ben's so I can key in on him.

Sandra from her spot at the door pans the room. She spots something on the floor, rushes over to it, bends over, and picks it up. She stands back up straight and hands it to Gwen, who holds it by an edge with her thumb and index fingers.

Kevin
Is that one of Ben's socks?
Gwen
Umm, Aunt Sandra, could I get something else, like, a shirt, maybe?

Sandra looks to her with a straight face. Gwen drops the sock and pans the room herself. She spots a Mr. Smoothy on Ben's desk, rushes over to take it, and begins to head out Ben's bedroom door. Everyone else follows as Gwen situates herself in the middle of the living room between the three different couches. Gwen holds the Mr. Smoothy in both hands as her eyes begin to glow magenta. Kevin, Carl, and Sandra surround her watching the event.

Gwen
Space, please?

Carl, Sandra, and Kevin step back to behind the couches, Gwen taking over the center of the room as the Mr. Smoothy in her hand hovers to in front of her. She lowers her left hand to her side with her right facing palm-out to the Mr. Smoothy. After a moment of silence, a contained gust blows Gwen's hair up, and she begins to lower her right hand to her side as well. Her hair begins to sway continuously as if a fan was fixated in a powerful state on her head alone. A glow begins to emit itself from the Mr. Smoothy in the same shade of purple as Gwen's eyes, but the entire act is cut short as the front door swings open. Gwen's eyes return to normal, and she jumps, startled. The Mr. Smoothy falls to the floor, losing its effulgence in a second. The teenage girl outside enters the door, a familiar face. Gwen's hands regain their glow as she creates fists.

Sandra
Calm down, Gwen.

Sandra walks over to the familiar being at the door.

Sandra
This is Ben's friend, Mercedes Barnes.

Kevin and Gwen gasp.

Kevin
Mercedes Barnes, as in, the Mercedes Barnes that went missing back in January?
Mercedes
I...I guess so. I know something happened, I was kidnapped, I think, but really, I don't remember much of what happened.
Sandra
Oh, my, I hadn't paid that much attention. Are you in need of a home, Mercedes? Maybe, a job; I'm sure I can help you get a job somewhere in--
Mercedes
I'm, I'm fine, honestly.

Gwen's eyes flash magenta then she begins to squint at Mercedes. She approaches Mercedes.

Gwen
So, Mercedes, what are you doing *here*?
Mercedes
Ben invited me over for movie night. That's not a problem for you two, is it? Because I can go, and--
Gwen
It's not our choice; it's Ben's house.
Carl (walking over to Sandra's side)
Well, it's technically our house. So, you're Ben's new girlfriend; (to Sandra:) he's doing quite the job with these high school relationships, Sandra.
Sandra (shoving Carl with her elbow)
Carl!
Carl
What?

We pan back over to Gwen, Mercedes, and Kevin, who joins the former two.

Gwen
So Ben invited you here?
Mercedes
Yeah. He said since we're pretty good friends already...
Gwen
So you're the one Ben chose last Tuesday?
Mercedes
What do you mean?
Gwen
Last Tuesday, when Ben was at Uncle Bob's, when he was looking for girls, did he pick you?
Mercedes
He was at Uncle Bob's...looking for girls? What kind of creep--alright, forget it. Tell Ben just not to call me again; he--

As she begins to walk off, Gwen grabs her by the arm. Mercedes immediately throws Gwen's off of hers.

Gwen
Wait, so you weren't one of the girls there that he was interviewing?
Mercedes
No, I wasn't. Guess the rest of them were.

Gwen sighs. As Mercedes begins to walk off again, she throws a line of mana catching Mercedes by her wrist again. Mercedes attempts to shake the mana off, but when she fails, she simply rears her head over her shoulder to look at Gwen with an angered expression.

Gwen
It was my idea. Even when he agreed to do it, he still only wanted to find a good friend, not even a girlfriend. He's...just getting out of a good relationship, one that ended like no other should. You see...it's been over three months, and he's still thinking about her...and how she died.

Still looking at Gwen, Mercedes' face untenses. Spotting the effect on Mercedes' expression, Gwen releases her mana grip. Mercedes makes a full turn to look at Gwen and Kevin straight on.

Mercedes
He did?

Gwen nods.

Sandra
So, I think we'll be right in the kitchen then.

Sandra and Carl step slowly over to the kitchen with no attention being made to them as they go.

Mercedes
I'm sorry...

Gwen steps over to Mercedes and holds her hand on her shoulder.

Gwen
Don't be. Whispering to Mercedes: Unless it's your fault.

Mercedes' eyes gape. Tell Ben soon if it's not, or I will.

Mercedes nods as Gwen steps over to Kevin. Gwen and Kevin head back to the center of the room, Mercedes following them over.

Mercedes
So, where's Ben?
Kevin
That's what we're trying to find out.
Gwen
Ben's parents haven't seen him since yesterday, and neither have we. Movie night's still not for an hour, but...he wouldn't just disappear, especially not in the middle of the night. Ben's not reckless like that.
Kevin
He isn't?
Gwen
Not when he doesn't have to be.
Mercedes
So how are you going to find him?
Gwen
My powers; they let me track him using any trace of his essence left recently on an object. In this case,

(she bends over and stands back up with Ben's Mr. Smoothy now in view)

Mercedes
I see. Oh, wait, when I came in, did I interrupt you already doing it?

Gwen nods.

Kevin
By the way, how did you get in? Nobody answered the door.
Mercedes
Ben said he'd leave the front door unlocked after 7, and it was unlocked, so...
Gwen
How was it unlocked if Ben was never here to leave it like that?
Sandra
That may be my fault. I don't remember locking the door after you two came in earlier.

She begins to walk over to the door.

Gwen
Alright. Can I get some space again?

Mercedes looks to Kevin as he moves back to behind the right side of the couches. She follows suit and stands behind the left side, as Gwen recommences the tracking process, starting with the appearance of Gwen's magenta-glowing eyes. The Mr. Smoothy quickly returns to its spot levitating just in front of Gwen with her two arms facing palm-out at the object. She lowers her right, then after a moment and another gust that throws her hair up, the left as well. Now with her hair being constantly pushed again, the Mr. Smoothy slowly gains its light purple radiance. From just behind the Mr. Smoothy, a small rift appears. The black-filled, purple-outlined opening slowly picks up breadth until it becomes the size of the Mr. Smoothy. Another large flurry, and the portal becomes as tall as Kevin. We hear a loud burst in the room, and Gwen loses both her concentration and her progress. The Mr. Smoothy drops and the portal shuts. She grabs the Mr. Smoothy with remote levitation before it hits the floor again, her eyes still glowing magenta. She slowly hovers it back up to its place, then looks to her right, where at a table against the wall, a familiar Galvan in a green uniform has appeared.

Sandra
Ben?!
Galvan
Apologies for the misunderstanding. I come, too, in search of Benjamin.
Carl
So who are you?
Galvan
I am Azmuth of the Galvan, smartest being in 23 galaxies.
Gwen
And he made the Omnitrix.
Carl
You mean that watch of Ben's?
Azmuth/Galvan
Correct.
Gwen
Wait, you don't know where Ben is either?
Azmuth
Unfortunately, no. My computers are not interacting with the Omnitrix at all. I am continuously being sent encrypted bug reports that, even when decrypted, come out as garbled jibber-jabber. I come wondering if you are tracking him now, which fortunately you are. Continue on.
Gwen (levitating the Mr. Smoothy up in front of her)
I will, as soon as I make sure no one else is gonna barge in. Aunt Sandra, the door's locked?
Sandra
Yes.
Gwen
Azmuth, you don't have any friends who're coming with you? Like Paradox?
Azmuth
Not that I am aware of, no. I fear for the formation of any relationships in these troubling times.
Gwen
What troubling times?
Azmuth
Ahh, yes, you are not a part. I am still putting together the pieces of the puzzle, though, I am almost done. I will divulge more in time.

Gwen, with a brow raised, looks to Kevin, who shrugs. She returns her attention to the Mr. Smoothy. She quickly manages to drop her right hand again and give the magenta glow back to the outside of the Mr. Smoothy cup. Azmuth jumps onto the floor and begins to observe the spell as it occurs from every angle, stroking his chin as he does so. He teleports to his headquarters and back periodically, until finally, he arrives back on the table against the wall with a remote in hand, as Gwen's portal reaches its maximum size once more.

Gwen
Alright, now that I have this open,

(she begins to lower the Mr. Smoothy to the floor just beneath the portal)

Gwen
all I have to do is--

There is a bright blue burst of energy as a voice speaks.

Professor Paradox's Voice
Hello all!
Professor Paradox's Voice
Ahh, wonderful,--What is everyone looking at?

Paradox looks down and scans himself. He quickly teleports away then returns.

Kevin
You were just, old.
Professor Paradox
A periodic effect of spacetime attempting to age me appropriately, it's never done any true damage. Nothing to worry about. Now, where was I? Ah, yes. Wonderful job, Gwendolyn. Show concentration only to your work. You're on a good path, a good path, indeed.
Mercedes
Uhh, who's he?

Professor Paradox approaches Mercedes.

Professor Paradox
Have we not met already? Wait a moment.

Paradox turns and looks left and right around the room, then back to Mercedes.

Professor Paradox
No, we haven't.

He holds his hand out to Mercedes expecting a handshake.

Professor Paradox
I am Professor Paradox, one of many time travelers in existence.

Mercedes raises a brow then shakes Paradox's hand.

Mercedes
Mercedes B--
Professor Paradox
Time traveler, remember. I've been all over time; I know precisely who you are, Mercedes, including your whereabouts in past months.

Mercedes' eyes widen.

Professor Paradox
When you are ready, feel free to tell your new friends.

Paradox turns around and marches over to Azmuth.

Azmuth
Where?
Professor Paradox
Through this rift of Gwendolyn's creation?
Gwen
It's not stable; I can't even get a fix on where it's going to lead.
Professor Paradox
That will be for us to figure out.
Azmuth
No; we can assure its safety with this.

Azmuth removes a battery from the back of his remote and tosses it into the rift. Gwen is thrown back onto the couch with a new gust of wind, but the portal stays open, now showing Frisbit walking around. Azmuth walks around to the front of the rift.

Gwen
He's alive!
Azmuth
Then it was a success. You performed well in procuring this.
Professor Paradox
You'll figure out the whole process on your own, in time.

Paradox bends over and takes Azmuth onto his hand. He lays Azmuth on his shoulder.

Gwen (holding her forehead)
You can't go in there; it's not safe.
Professor Paradox
For finding Ben, there is no better bet than this.
Gwen
But can't you just teleport to him?
Professor Paradox
Hmm...well, goodbye!

Paradox walks into the portal. Gwen begins to feel a headache coming on, with the disappearance of the portal following. Even the Mr. Smoothy feels the effects of Gwen's discomfort as it falls over onto its side.

[We appear in a fairly well lit underground parking garage. We see Frisbit walking through an empty path, but he is stopped with the opening of Gwen's portal which leaves Paradox, with Azmuth atop his shoulder, in its place.]

Azmuth
Ben!

Frisbit turns and looks to Azmuth with seemingly cold, dead eyes. Paradox lets Azmuth off onto the floor. Frisbit removes his frisbee from his back and holds it in his hand.

Professor Paradox
In the wake of the moment, I'd forgotten that I needed to be off.
Azmuth
Why have you come, just to stay for a short period?

Paradox replies simply with pointing to Frisbit. We watch as Frisbit's frisbee raises a rocket launcher out of its center which is pointed at Azmuth. Frisbit remotely fires the rocket then replaces the frisbee on his back, remote-controlling the rocket now as it goes. Azmuth attempts to run out of the way, but Frisbit forces the rocket to turn toward Azmuth.

Professor Paradox
This is why.

With the rocket inches away from Azmuth, Paradox jumps in the way with his lab coat out attracting the rocket like a Matador's red cape to a bull. The rocket arrives at Paradox, Frisbit unable to turn it away in time. Paradox wraps the rocket in his lab coat and teleports away, leaving Azmuth alone in the carpark with Frisbit.

[In these closing moments, we focus on Azmuth's eyes, gaping at the thought of what became of Paradox.]

[END OF PART]

Part III[]

[We reopen in the underground carpark. Azmuth looks ahead to Frisbit, looking down to Frisbit with the blank eye tube that wraps around his head.]

Azmuth
Ben, calm yourself for a moment.

Frisbit throws his frisbee at Azmuth, who quickly runs out of the way and manages to grab onto the edge of it. As Frisbit begins to maneuver his frisbee back to him, he turns the frisbee on its side so as to throw Azmuth off, but he holds on tight by one of the many holes in the frisbee. Frisbit finally flips the frisbee upside down, somehow leaving Azmuth with less of a chance of falling off. Frisbit begins to whirl the frisbee in circles, quickly dazing Azmuth into letting go of the frisbee and being launched toward the wall. He slides down on his back onto the floor, landing on his feet kneeling with his fist touching the ground. He stands back up and looks to Frisbit, who dons an evil grin.

Azmuth
I understand it now.
Azmuth
Yes. The Omnitrix has malfunctioned. It would be the first in a line of them, but it was bound to happen eventually. The Assault Omnimatrix Mark III has become victim to faulty wiring, which has led your personality to be saved but not applied to your transformations. In simpler terms, you're suffering from personality warp, and if you do not allow me to deactivate and further reactivate the Omnitrix after careful reprogramming or rebuilding before recharge mode is entered, you will lose your personality completely.

Frisbit's eye straightens out once more. He slowly removes his frisbee from his back and kneels, leaving the Omnitrix side of the frisbee facing Azmuth.

Azmuth
If you're able to hear me, then deactivate your Omnitrix of your own accord. I do not trust with your abilities and recent history that you won't simply attack once I am in close enough proximity where there is no chance of error.

Frisbit smiles, a rocket launcher emerging from his frisbee once more. The launcher sends two rockets, flying side-by-side, Azmuth's way. Dodging the remote-controlled missiles, Azmuth begins to run toward Frisbit. Upon attaching himself to Frisbit's body, Frisbit quickly maneuvers the rockets into the floor, only barely creating a hole in it. Frisbit quickly rips Azmuth off of him and holds him tightly in his hand as he replaces his frisbee on his back.

Azmuth
I'd love to chat, but I've got an invention to repair.

He makes a remote visible in his hand, upon which he presses a blue button that leads to a sound of beeping playing similar to what would be heard in the case of an error on the Omnitrix.

Azmuth
What--?

Frisbit begins to squeeze Azmuth's body. His eye flashes for a moment, the dark green spots within appearing and disappearing in an instant, as Frisbit releases his grip and lets Azmuth go, dropping him to the floor. Azmuth, down on his knees gasping for air, continues his speech.

Azmuth
Hmm...your Omnitrix is causing interference with my teleportation device, which means I can only assume I cannot remotely transform you.

He makes his remote visible once more and twists a dial resembling the Omnitrix's. He presses down on its hourglass symbol, with nothing occurring afterward.

Azmuth
How unfortunate.
Azmuth
Your intelligence isn't up to par, Benjamin. With two of my devices having failed--your Omnitrix and my teleporter--I can confirm that this is no longer a coincidence. A higher power is interfering, and is likely to blame for your personality issues. With my Omnitrix out of my control, I must do one thing I hoped I never would have to do...but my hand has been forced.
Azmuth
To my knowledge, your species isn't capable of doing much with their bodies while putting their utmost focus on their disc. Now, activate dev console.

The Omnitrix beeps, but nothing changes afterward.

Azmuth
The voice commands are still down...

Azmuth taps a section of his back and the wire pulses the Omnitrix. The frisbee begins to dip, losing altitude until it finds its way lodged into a wall. Frisbit regains control of his body and run towards the frisbee, but Azmuth smacks down on the hourglass. Frisbit's eye flows with dark green patches one more, then flashes green. The frisbee disappears from the wall, Azmuth falling off. He reactivates his jet pack and keeps himself hovering in place, watching as Frisbee transforms into something else.

Brawnoceros
BRAWNOCEROS!
Azmuth
Not what I was going for, but if it worked...Ben, can you hear me?

Brawnoceros stands still for a moment. Azmuth sighs.

Brawnoceros
Haha, Brawn get Azmuth! It's me, Ben!
Azmuth
Ahh, then a success it truly was.
Brawnoceros
What happen?
Azmuth
I am uncertain; I was hoping you would have the answers as the Omnitrix's logs have been down long enough to have no pertinent information.
Brawnoceros
I sorry, Azmuth; I no know.
Azmuth
Unfortunate, but hopefully the Omnitrix was still functioning while it was down.
Omnitrix (fuzzy recording)
Bug report failed to send.

Azmuth raises a brow then looks Brawnoceros dead in the eye, who puts on a devilish grin before smacking both fists down on the ground, creating a ripple effect that manages to bounce a part of the floor into hitting Azmuth out of the air. He quickly regains control of his jet pack before touching down but with much closer proximity to Brawnoceros. Making another attack, Brawnoceros fires his horn at Azmuth, who flies upwards as the horn continues straight ahead into the wall.

Azmuth
You are at a greater disadvantage with that transformation as you are no longer able to maneuver your projectiles after they have left your true body.

Brawnoceros regrows his horn.

Brawnoceros
SIT STILL LITTLE FROG.
Azmuth
Whoever is in control of your intelligence is conveying your lack thereof quite well. Why don't you just show yourself, Albedo?

Brawnoceros laughs.

Brawnoceros
Albedo? Albedo DEAD! I killed him!
Azmuth
And that confirms it; you are being controlled. Show yourself, now.
Omnitrix (Madame Regle's voice)
No, thank you.
Azmuth
That seems like a familiar--

Azmuth's eyes gape.

Azmuth
Madame Regle. We're in the Mother System, are we not?

Brawnoceros fires another horn at Azmuth, who swiftly dodges it yet again.

Brawnoceros
No, froggy!
Azmuth
Why am I asking?

Azmuth dashes in the direction of Brawnoceros' Omnitrix, as Brawnoceros regrows and fires yet another horn, which Azmuth easily flies around.

Brawnoceros
HOW DO BEAT YOU LIKE THIS?
Azmuth
You cannot, but if you truly wish to, simply use your Omnitrix.
Brawnoceros
Really? How?
Omnitrix (Madame Regle's voice)
You idiot, no!
Azmuth
Simply use the Feermodnum transformation. He is the next in your playlist.
Brawnoceros
What he do?
Azmuth
Why don't you transform and find out?
Brawnoceros
OK!

Brawnoceros begins to reach for the Omnitrix.

Omnitrix (Madame Regle's voice)
NO!

Brawnoceros turns the Omnitrix dial and smacks down on it. Soon after, in Brawnoceros' place, we find a being at least 12-feet tall in his place. He appears to be a mix of a demonic creature's upper body with the legs and lower body of a spider, all together in a centaur-esque alien. His black scaly skin makes it a nightmare to touch, and his face makes him a sight to create soar eyes.

Spider Centaur Alien
Dreadsense!

Azmuth continues to blast off toward Dreadsense's body, until he finally reaches it and stands atop the Omnitrix symbol on his shoulder.

Azmuth
A brilliant success, Ben. This alien should bypass whatever is mind controlling you, possibly even allowing you to track back to that person. It should also re-enable the Omnitrix's lost functions and connection to my systems.

Dreadsense stands completely still for a moment, finally looking down to Azmuth with white glowing eyes. Azmuth looks up and stands still for a moment as well, soon donning the same glowing white eyes. His eyes lose their glow and return to their green color as he drops from atop the Omnitrix onto the floor on his side. Dreadsense, eyes returning back to their green color, lifts up Azmuth's body and holds him in his open hand.

Dreadsense
I am coming back up; we have a Galvan to..."interview."
[END OF PART]

Part IV[]

[We reopen where it began: in the lobby of Madame Regle's corporate building. With a view from the entrance, we are able to spot Pickett Mendler manning the front desk, at which he is typing away on his computer. For a moment, this is all we see, but we hear a ping sound as one of the elevators arrives at this floor. Mendler stops and turns to see a red light above the right elevator switch to green. It opens, revealing pitch black spider-alien Dreadsense. While first gasping, Mendler spots the Omnitrix symbol on his shoulder and straightens out his face.]

Mendler
Super Ben? You scared the crap out of me.

Dreadsense slowly steps out of the elevator and stares down into Mendler's eyes. Uhh...Super B--? Mendler's eyes pop wide open. His irises and pupils transition to a pure white hue before the eyes themselves proceed to glow brightly. We view the room from a new angle, with Dreadsense standing on the far right before the elevator observing Mendler and Mendler sitting on the far left at his desk looking up to Dreadsense from his chair. From our side view, we see Dreadsense's eyes, which bear the same appearance as Mendler's. Mendler turns around in his chair and faces back to his computer. With both still sporting glowing eyes, Dreadsense steps into the other elevator. He pushes a button inside and the elevator doors close as normal. We focus on Mendler. Abruptly, his eyes lose their glow and return to normal, as he also drops his head on his desk.

[We find ourselves at the top floor of the Madame Regle building. It is a straight hallway with an assortment of similar doors, none with any form of decoration or number. The elevator at one end of the corridor pings, with Dreadsense appearing once more. He walks down the hall, turning his head left and right as he passes the line of doors. When he reaches the door at the very other end of the hallway, he raises his left hand to knock, but is immediately teleported inside. We are now in a small, dark room. At the other end, we see the familiar window and desk, with a barely visible silhouette of a woman seated just in front of said window at her desk.]

Madame Regle's Voice
I see your transformation managed not to unbind us. Excellent. Is the body planted?

Dreadsense nods.

Dreadsense nods yet again. He opens his mouth wide and allows his gray tongue to elongate, making visible Azmuth wrapped in the endless reel.

Madame Regle's Voice
Perrrfect, Tennyson. What a find you turned out to be. Keep him held out, I'd like to ask a few questions. Wait, is he..."out?"

Dreadsense nods yet again.

Madame Regle's Voice
Wake him.

Dreadsense rapidly extends his tongue, pushing it towards the floor until he knocks Azmuth down to the ground. He continues to shorten and extend the tongue until Azmuth awakens, even continuing after signs of such.

Madame Regle's Voice
He's awake, and likely weakened. Hold him up.

Dreadsense shortens his tongue once more and holds out Azmuth in it. We hear Azmuth groaning as he shakes sense back into himself. We see Madame Regle's silhouette move, standing up and revealing her figure in a dress that widens extremely at the hips. She walks over to just in front of Dreadsense, still invisible thanks to the lack of light in the room.

Madame Regle's Voice
Azmuth.

Azmuth stops shaking himself.

Madame Regle's Voice
Sarcastically: Good that I have your attention.
Azmuth
And whose attention am I giving exactly?
Madame Regle's Voice
If you are truly unaware then you will stay as such.
Azmuth
I am no imbecile; I was just hoping to gather confirmation, Madame Regle.
Madame Regle's Voice
Oh, so you do know of me, then?
Azmuth
Too greatly, in fact. You're a tyrannical being by nature, not even putting much work into hiding it either. Only the idiot young ones who've done no research on you actually find employment in your company.
Madame Regle's Voice
But that's all I need. The young ones are always the hardest working; they're may be some goofing off every now and then, but they'll work for good pay. It's only so unfortunate that certain slip-ups aren't permitted. It's a working system, really.
Azmuth
Eliminate those whose company you don't enjoy, not even allowing them to get the word out about your business.

Azmuth sighs.

Azmuth
Madame Regle, you were once one of the greatest idols in the galaxy, with absolutely no competition in the area of the Mother System. Your anonymity and charitable nature were praised the galaxy-over; I even recall spotting a few fans of yours on my excursion to Andromeda. The only thing you still hold is your anonymity, the only thing keeping you alive these days. What happened to that woman? That woman who--

Madame Regle yawns.

Madame Regle
I'm sorry, were you trying to motivate me?
Azmuth
YES! But apparently that woman I once performed trade with a decade ago is too long gone to see that!
Madame Regle
I guess she is, Azmuth. I don't even recall doing business with you in the past, honestly. Mind reminding me?
Azmuth
Yes, I do.
Madame Regle
Aww, that's too bad.
Azmuth
There's a bitter taste in my mouth left only by your presence, Regle, and I never had that taste in past encounters.
Madame Regle
Oh, who cares? Azmuth, my father once told me that there's nothing better than the highest form of power. And you can't get power without taking risks, without showing your dark side.
Azmuth
You've a cold soul, Madame Regle.
Madame Regle
You should be talking, Azmuth; you show just about as much emotion as a Khoruan regal tree's bark when turned to ashes.
Azmuth
What a harsh comparison, Regle. It's too unfortunate that the one you were addressing that to does not feature the same amount of linear emotion as described. Look in a mirror or rather in that window, assuming you've developed the ability to see lucidly in the dark; you'll find the one you're characterized is actually--
Madame Regle
Me? My kind is superior. I could kill you right now, as a matter of fact.
Azmuth
While the most irrelevant response I've ever had to endure, I must inquire: are you an Atasian?
Madame Regle
An Atasian? You mean, a Highbreed? Of course, not. My kind is even more superior than the likes of them.
Azmuth
Anatomically speaking, especially with their added enhancements from the Omnitrix, I can't say that that is true, Ms. Regle. I respect Madame Regle's wish to keep her identity a secret, but you're obviously not Madame Regle.

Madame Regle snaps her finger.

Azmuth
What?
Madame Regle
That's not for you; it's for the dummy holding you.

Snaps her finger.

Madame Regle
Are you deaf? Hand him over to me!

Dreadsense extends his tongue over to Madame Regle in the dark and she grabs him as Dreadsense opens his tongue, nearly dropping Azmuth. Dreadsense's tongue retracts into his mouth and he closes it once more.

Azmuth
Is this...a tongue? Your species has the ability to extend its tongue?

Pointing to Dreadsense, he continues:

Madame Regle
His backwater kind? Of course not. My species has beautiful females, such as myself.
Azmuth
I wouldn't know; the dark silhouette you hold only illustrates an ugly being. And the personality shows that that's not only a description of your exterior.
Madame Regle
Insult all you want, Azmuth; soon, you'll be too busy to.
Azmuth
What do you mean?
Madame Regle
I want you to work for me, Galvan; together, we can--
Azmuth
Are you mad or just as deaf as you believe Tennyson is under your control? Speaking of which, how exactly are you controlling his mind? His particular species should not be capable of falling victim to any normal method of mind control.
Madame Regle
No, I am not mad; and how I control him is none of your concern. However, with the fact that Tennyson is a bit hesitant with his actions, that or just becoming an imbecile from overexposure to what allows me to control him, I need a new method of control. I would like you to develop it.
Azmuth
You must be mad if you believe I will simply manufacture a brainwashing utility for a madwoman like yourself. You're a power hungry creature that ought to be taken down by local enforcement; it baffles me how you haven't already been called about.
Madame Regle
Oh, I have been called about, but everyone who dared test me has been dealt with, thanks to Ben here.
Azmuth
And I assume that is why he was in that empty underground carpark? Oh, I understand it now. You do something with the bodies of those who wrong you by placing them below the carpark; or is something displaced with the use of holograms or other means of cloaking?
Madame Regle
You're a very smart little thing, Azmuth. You see why I need you. If you work for me, you'll never have to worry about whose hands your products end up in.
Azmuth
I prefer to have to worry. That way, user's protection is my highest priority.
Madame Regle
Then we will add someone to your team. It'll be you and whomever you desire with the other focusing on user's protection.
Azmuth
Unfortunately, unless you can manage to be the first to hire Sodico staff, I won't be assisting you. As a matter of fact, even if you do manage this, you will not get me to work for you.
Madame Regle
No? Well maybe you just need further persuasion.
Azmuth
No need to beat around the bush with your "persuasion;" that mindless version of Ben is the only other one that can hear us.
Madame Regle
Oh, wonderful. Then I'll spend this up.

Opens up her tongue and launches Azmuth at a wall across the room.

Azmuth
Nothing you do will relieve me of my values.

Despite being majorly invisible, the only visible part of Madame's Regle body--her eyes--twitch. She snaps her finger as she turns and retreats to her chair. She stops on the way and snaps again. She waits then turns around and snaps yet again. We see her eyes directed at Dreadsense.

Madame Regle
You will obey me.

Snaps her fingers.

Madame Regle
KNOCK HIM OUT.

Dreadsense continues to stand absolutely still. Madame Regle throws her hand out into the light, making visible a white-gloved palm balled into a fist right in front of Dreadsense's face prepared to attack him. She stops, though, as her eyes begin to glow pure white as Azmuth and Mendler had previously. We focus on Dreadsense's eyes, which also glow. Azmuth in the corner struggles to get up onto his feet, continuing to drop to his knees.

Azmuth
Give me a moment...
Dreadsense (in his demonic voice)
No need. It's done.

Madame Regle slowly begins to step out of the shadows, still sporting her glowing white eyes.

Dreadsense
Meet Madame Regle,

(Madame Regle continues to make herself--a woman in a purple dress which is narrow at the torso but widens immensely beyond the waist, also sporting white gloves and pants which connect seamlessly to her heels--visible, presenting all but her head at this point)

Dreadsense
or should I say,

(A familiar green-skinned face appears, but now thinner and seeming much older. A looping symbol appears at her forehead and several green markings dot her face from cheek to cheek, a true nose not being apparent above her lips which stand out just slightly more than they used to)

Dreadsense
Attea.
[END OF PART]

Part V[]

[We reopen in Madame Regle's office at the highest floor of her building. Standing out in the open for the first time ever is Madame Regle, with attributes--even down to her outfit and blemishes--similar to Attea. Her eyes are glowing white, as are those of the somewhat humanoid spider alien Dreadsense next to her. Azmuth continues on one knee in the corner, recovering from being tossed across rooms multiple times within the last half hour.]

Madame Regle (garbled, completely incomprehensible)
Ughablugh.
Azmuth
You know, it is a custom to not talk with your brain full.

Both Dreadsense's and Madame Regle's eyes cease to glow. With this, Madame Regle shakes her head and looks around frantically with her eyes gaping.

Madame Regle
WHAT HAVE YOU DONE?! HOW HAVE YOU BROKEN MY CONTROL?
Dreadsense
Your control was broken when I became Dreadsense, Attea.
Madame Regle
YOU ARE TO CALL ME MADAME REGLE, OR I WILL CRUSH YOU.
Dreadsense
With both Azmuth and me knowing your true identity, I don't think you'll be able to "crush" me.
Madame Regle
I'll just wipe your memory.

Madame Regle digs into one of many pockets across her belt and removes a golden pocket watch attached to a gold chain. Dreadsense's eyes gape upon spotting this.

Dreadsense
I recognize that watch!
Madame Regle
Not for long.

Madame Regle holds the watch up a couple feet away from Dreadsense's face and clicks a button at the top of the watch, pointing the face in Dreadsense's direction.

Azmuth (taking a moment to look up at the two)
Ben, no!

A wave is emitted through the pocket watch passing through Dreadsense's head. For a moment, he stands absolutely still. Madame Regle grins and looks to Azmuth.

Madame Regle
Transforming him into this creature was a minor inconvenience, yes, but it's been overcome.

She turns her pocket watch and faces it to Azmuth.

Madame Regle
Forg--

We hear a fairly loud smack just before Madame Regle falls over onto the floor. Before dropping, her pocket watch is caught in the pitch black hands of Dreadsense. Dreadsense then catches Madame Regle, turning her so her face is in his direction. He then points the face of the clock toward her, clicking its button as he speaks.

Dreadsense
I know you're not the one behind this. You were with someone when you came to get me. Tell me who you were with.
Madame Regle
Never.
Dreadsense
It wasn't a question; it was a demand.

Another golden wave is emitted from the pocket watch, passing just over Madame Regle's body. The pocket watch then explodes, the wave being emitted yet again against a wide range.

Madame Regle
A stout being, a human, goes by Sublimino.
Dreadsense
Where is he?
Madame Regle
No clue. He never told me.
Azmuth
She's lying.
Dreadsense
She's being mind controlled, by me. She can't tell a lie...right? Are you lying? Tell me.
Madame Regle
No, I swear.

Madame Regle finally faints, dropping her head backward. Dreadsense lays her down on the floor comfortably then stands up straight on all eight legs. He walks over to Azmuth.

Dreadsense
How are we supposed to find Sublimino now?
Azmuth
Hmm...it appears to have been right in front of us this whole time.
Dreadsense (throwing his tongue at Azmuth, wrapping it around him, and lifting him up onto his own shoulder)
What do you mean?
Azmuth
Do you recall where I found you?
Dreadsense
Yes. The parking garage downstairs.
Azmuth
Do you know why you were down there?
Dreadsense
I don't.

Azmuth lowers his head as he begins to stroke his whiskers as he thinks.

Azmuth
Then I am correct. Proceed to the parking garage.

Dreadsense nods and walks over to the door. Upon opening and heading out toward the elevator, Azmuth speaks.

Dreadsense
Yeah.
Azmuth
So you nearly digested me to sell your lie to Madame Regle?
Dreadsense
*Attea*. And yes, sorry, I just really--
Azmuth
No, no. You are getting more clever with your plots, Benjamin. Just don't let the cleverness take over. You're a hero, but cleverness tends to run in the evil family.
Dreadsense
You're talking to Ben Tennyson, here, Azmuth. I hope you know that. I'd never go evil; it's not as fun as being a hero.
Azmuth
Hmm...

Dreadsense arrives at the elevator and with the push of a button, it immediately arrives, and its doors open.

Azmuth
Yes, perhaps, you're right.

Dreadsense steps into the elevator and presses a button. The elevator then immediately shuts and takes off. We see the duo arrive at the lobby. As they step out, we pan out a bit to see Mendler's head still dropped on his desk, drooling now. Dreadsense pays no attention to this as he walks over to and enters the elevator leading to the parking garage. He pushes a button and the elevator shuts and takes off again.

[We are brought down to the parking garage, fully lit at this point but barren. A portion of the left wall opens like a door, revealing the elevator inside. Dreadsense steps out, with the doors closing and concealing themselves on the wall yet again.]

Dreadsense
Weird, that elevator wasn't there before.

He looks to the front wall, feet away from the corner where it and the left wall meet.

Azmuth
That is completely irrelevant, Benjamin. Search for Sublimino.
Dreadsense
On it.

Steps over to the center of the room. We pay attention to Dreadsense's eyes as they begin to glow white again. Through his eyes, we see a white energy burst starting at him and widening its radius through the room, soon passing through the walls. A muscle on his head begins to pop out. His legs drop, leaving him flat on his lower body as he holds tight onto his head and leaning forward, grabbing tightly onto his temples. At the center of the front wall before Dreadsense, the wall opens up as two wide doors revealing a dark room behind it. At first, we see the red lines glowing along what seems to be a uniform. The lights in the dark room flicker on, revealing the being inside. The humanoid at about Ben's human height stands in a mainly black suit resembling Eon's own original form. His helmet, however, is entirely black, not revealing its user's appearance at all. Dreadsense looks up.

Suited Being (deep voice)
Ahh, Tennyson, my new pawn.
Dreadsense
You finally go through puberty? Or did you finally get that growth spurt when you turned 50?
Sublimino/Suited Being
You're kidding me. You broke the spell?
Dreadsense
Spell? You--

(coughs)

Dreadsense
--doing magic now?

He heavily inhales as he gets back up onto his feet, standing straight, no longer holding his temples.

Sublimino
You cannot penetrate my mind; I am a master of the mind.
Dreadsense
You should be, especially after spending most of your life with that being the second biggest part of your body--right behind your head, of course. Now, let's see how easy it is to get to you after we get that suit off of you.
Sublimino
Good luck.
Dreadsense
Thanks, but I won't need it.

He uses his hand to remove Azmuth from his shoulder and place him down on the floor.

Azmuth
I can fend for myself, thank you. I managed to do so against you, didn't I?
Dreadsense
Well, I wasn't think--

Dreadsense is smacked and goes flying through the air. He manages to land with his feet sticking to the wall.

Dreadsense
Whoa.

He looks forward, or due to his orientation with standing on the wall, upward, to see Sublimino standing where Dreadsense had been hit from.

Sublimino
Pretty good comeback; I bet your attack won't be as strong.
Dreadsense
Oh yeah?

He walks down off the wall and onto the floor.

Sublimino
Or better yet, Tennyson. What if we just settle mano-a-mano?
Dreadsense
I'd do that, but I'm an alien right now. And you're about to get your butt handed to you.
Sublimino
Oh, no. I mean, just brawn. My suit only augments my brawn. Use that brawny rhino man, and let's have a real fight.
Dreadsense
I'm not stupid, Sublimino. Not like I was seven years ago. I'll turn into Brawnoceros--an *alien*--and you'll just brainwash me again. By the way, what did you intend to do with me? Just store unconscious people?
Sublimino
Let's go with that. But c'mon, don't you want to strike me? I bet I'd be knocked out in one hit with that guy.
Dreadsense
I bet so, too, but I'm not taking any chances.

Dreadsense lunges at Sublimino, but just as he arrives in front of him, still airborne, Sublimino smacks Dreadsense back. Dreadsense down, Sublimino steps over to the alien and reaches for his shoulder-bound Omnitrix.

Sublimino
That's the device that lets you transform, right? The Omnitrix?
Dreadsense
Yeah, now, go away!

Dreadsense struggles to wiggle his legs in an attempt to grab Sublimino and and launch him across the room, but continues to fail.

Sublimino
You shan't wiggle your way out of this one, Tennyson.

Sublimino reaches for the Omnitrix, with Dreadsense continuing to squirm with Azmuth nowhere in sight.

Dreadsense
Azmuth, help me!
Sublimino
He'll never help you.

He holds his hands on the rim of the Omnitrix symbol.

Dreadsense gasps then narrows his eyes.

Dreadsense (as Sublimino twists the Omnitrix, rushing)
Omnitrix, reactive all safeguards!

The Omnitrix dial pops up with a beep being heard.

Sublimino
No more tricks, Tennyson.

Sublimino smacks down on the Omnitrix, an evil grin definitely being assumed beneath his helmet as he snickers.

Omnitrix
Unauthorized.
Sublimino
Huh?

Lights begin to fly out of all sides of the Omnitrix. Sublimino stands up and tries to step back, but a single light hits Sublimino. While not dealing damage, a bright flash proceeds. Then an explosion. In the midst of it all, the sound of the Omnitrix (de)transformation sound is played. Quickly, the smoke in the area clears, and we even see Sublimino fly into the air, the helmet rolling away. It stops at a sneaker-covered foot. The person to which the foot belongs lowers his light-skinned hand to the helmet and picks it up, lifting it to his face. We see Ben, now in his human form, observing and analyzing the helmet. He proceeds to step over to Sublimino, whose upper body is held up by his head facing backward, away from Ben. When near Sublimino, a mind-control ray is shot from his suit's chest at Ben, who swiftly transforms into Dreadsense. With the beam simply phasing through him, Dreadsense bends over to Sublimino's suit and tears the mind-control device. He proceeds to crush it in his hands as Sublimino begins to turn his head up to Dreadsense. We begin to hear moaning, though, in a voice quite akin to Ben's own. Dreadsense looks down to the face of Sublimino, one that appears almost exactly like Ben's. The only differences? Gray hair. Red eyes.

Dreadsense
ALBEDO!

He transforms into Plasmodic.

Plasmodic
PLASMODIC! I'VE BEEN WAITING A LONG TIME TO DO THIS AGAIN.

His eyes flash green then quickly turn red. Flashing before our own eyes is the sight of Negative Ghostfreak blasting a Tritadagen ray that arrives at and attacks Julie directly. We return to the present as Plasmodic's arms and fists increase in size as he smacks down onto the thought-to-be-Sublimino, now-Albedo's, suit. Albedo coughs. With another flash, we see the lifeless body of Julie lying in Ben's car with him staring at her, beginning to tear up. Again we are at the present scene as Plasmodic pries the suit open from the center. Another flash, and we see Julie lying in a hospital bed in a white hospital gown. Ben, sitting at a seat across from her, is touched on the shoulder by a doctor, who drops his head. Returning to now, Plasmodic raises Albedo in one hand, as Plasmodic begins to grow in height and width. One final time, we flash to the past. A gathering of many people, including Mr. and Mrs. Yamamoto, all in black suits and dresses stand behind an open casket as it is being lowered into the ground via machine. We pan over to Ben who stands at the front row beside Gwen, to his left, and Kevin, to his right. Saddest of the three, visibly, is Gwen. But dead center, Ben's mouth fails to manage a straight face. We focus in on his right eye as we see the reflection in it of Julie's lifeless body in a light pink dress and black jacket lying in the black coffin ahead. We pan out just slightly to see a tear slowly find its way to the foot of Ben's eye. As it slips out onto the skin on his face, he gasps. We pan out to find Gwen now hugging him. She hugs her back, continuing to look over at Julie. We pan out and watch as she is finally lowered into the ground. Back at the present, Plasmodic begins to tightly grip his negative counterpart.

Albedo
WAIT,--
Plasmodic
You never waited for Julie! You never even gave her a warning! YOU JUST SHOT!

We hear the elevator ping, and the sound of heels hitting the floor louder and louder as the source approaches Plasmodic.

Familiar Female Voice
Ben! No, that's not Albedo!

Plasmodic swiftly turns his head to the holder of the voice. We see her, Madame Regle, out in the light.

Plasmodic (in an ominous, echoing voice)
WHY SHOULD I TRUST YOU, ATTEA? ONE YEAR AGO YOU TRIED TO TAKE OVER MY PLANET!
Madame Regle
Because I am not your Attea, not yet. Years are to come until I appear like this, before I lose my...charm. Around that time, Milleous dies...and I come back to a couple decades ago, before I was born, to make a business under my new name...my new identity. I came back to be a good person, Ben. You can trust me; Azmuth did. You heard him.
Plasmodic
I thought one wasn't able to remember what happened while under "Sublimino's" control.
Madame Regle
From shortly before being brought out of it, you do. You remembered bringing a body down here, didn't you?

Plasmodic remains silent for a moment. He begins to shrink, until he is thin but still tall--8 feet, to be exact. He continues to hold up Albedo and sport red eyes.

Plasmodic
Who is he then?
Madame Regle
Just who you thought he was. It's Sublimino.

Plasmodic squints at Madame Regle. He then turns back to Albedo, who tries to squirm out of Plasmodic's hold. Using his free hand, Plasmodic holds Albedo's face. He pulls, removing an ID Mask and tossing it behind himself, revealing Sublimino at the same height he'd always been and with the same appearance he'd always had. Plasmodic inhales heavily, then exhales as he opens his left hand allowing Sublimino to drop to the ground. Sublimino begins to follow a similar voluntary breathing pattern, however, at much greater speeds to accomodate the period of drought, or just plain lack, of air.

Plasmodic (with a barely higher and less ominous voice)
Why would you dress up and parade around as Albedo?
Sublimino
I heard he was your biggest threat. I thought you'd be a little afraid to see him, assuming you managed to remove my helmet.
Plasmodic
If there's anything I'm not of Albedo, it's afraid. If he ever manages to show his face again, he's going to deal with whatever a Celestialsapien can dish out.
Sublimino (enthusiastically)
Re--

(holding his stomach)

Sublimino
ow--really? Maybe if I control you, we can see that star guy now!

He removes from his left pocket another pocket watch, but Plasmodic lunges at him and charges up his punch as a charge of green electricity is fired from the other side of the garage. We see from Sublimino's eyes as Azmuth is firing something from a gadget built from the remains of his teleporter.

Sublimino
What?!

We black out as Sublimino is hit by Plasmodic's punch and Azmuth's pulse.

[We reopen as Sublimino comes to. From the third-person perspective of the now standard-height Plasmodic, upon whose shoulder stands Azmuth, we see Sublimino being confined by the hands with energy cuffs. Cuffing him are an unfamiliar form of law enforcement who wear black uniforms with white Galvanic Mechamorph patterns. The shape and design of the uniform is almost identical to Sublimino's as was used in battle.]

Sublimino (to Azmuth)
How did you break my spell? You were mine!
Azmuth
For a brief lapse, yes. But it appears your "mind-controlling" pocket watch is more suited for the control of humans or those with human-like brains, such as Incurseans. But it's not that the Galvan brain is larger than the human's--that's physically impossible without modifying the brain--it's that it's much more complex. You tapped into a quarter of my brain, the part which a Galvan can function without.
Sublimino
And what part is that?
Azmuth
Wouldn't you like to know?

Mendler steps into view beside Plasmodic.

Plasmodic
Sorry about what I did. I had to sell this.
Mendler
Whatever. I finally got to sleep on the job. Didn't get much of it at all this week because of work.

Madame Regle approaches Plasmodic, Mendler, and Azmuth.

Madame Regle
And I apologize for that. Sublimino's had control of me for a week, using me as the trial leader. He had all of this planned out; it's surprising that you managed to defeat him.

We hear another set of cuffs being attached. Madame Regle turns around, however, to find them being put onto her.

Officer #1
You're under arrest for illegal, unauthorized mind control.
Plasmodic
Guys, it's not her fault. She was being controlled at the time.
Officer #1
We'll let the guys down at HQ decide on that.

Plasmodic transforms into Dreadsense. The eyes of both officers glow white, as do Dreadsense's. We hear Madame Regle's cuffs being removed as the officers' eyes return to normal. Dreadsense's follow.

Officer #1
Apologies, Madame Regle.

The first officer steps back over to Sublimino, where the second already stands. The two take Sublimino to the elevator, which closes and takes off soon after. Dreadsense then reverts to Plasmodic, who looks to Mendler.

Plasmodic
Those were Plumbers?
Mendler
No. This system's always had brutal leaders, so they refused the Plumbers' aid knowing they'd be arrested. The new guy in charge has a temporary pass with us, but until it's permanent, the officers here won't trust us.
Plasmodic
But they seemed to trust me just fine.
Mendler
Well, you're not entirely recognized for being a Plumber. You're a...a multipurpose hero.
Plasmodic
Uh-huh...well, alright. I guess we're done here, then.
Azmuth (pointing to the still-open room Sublimino had originally emerged from)
Not quite.
Plasmodic
What?
Azmuth
There is a person inside, one who you put in there.
Plasmodic
Ah. Alright.

Plasmodic removes Azmuth from his shoulder and lays him down on the floor.

Plasmodic
This should only take a second.

Plasmodic reverts to Dreadsense and steps into the room. His eyes turn white once more then smiles as he walks to his right out of view from Mendler and Azmuth outside the room. He soon emerges again with three people following him. Of the three, the most noticeable is Teddy Ryan. Dreadsense leads them out of the room toward Mendler then reverts to human, allowing everyone to go free.

Mendler (to Teddy)
Dude...I didn't know what happened to you. You alright?
Teddy Ryan
Yeah, I'm...alright. Hey, anybody else in the mood for Smoothies?

The other two who had escaped with Teddy, both women, nod and agree with each other.

Ben
I guess I'm in, too.

We hear a loud burst and see a flash at the corner of our eye originating behind us. We turn around to see Professor Paradox.

Professor Paradox
Unfortunately, you have other things to tune into, Ben.
Ben
Like what?
Professor Paradox
It's Friday, Benjamin. And it's almost 8.
Ben
PM?!
Professor Paradox
Of course.
Ben
Can you get me home?
Professor Paradox
Of course. Azmuth, come along.
Azmuth
Why, exactly?
Professor Paradox
Do I truly need to speak my reasons?
Azmuth
I'd prefer it if you did.
Professor Paradox
Too bad. Come along!

Ben turns around to Mendler. He removes his wallet from his pocket and takes a twenty-dollar bill out. He hands it to Mendler.

Ben: Drinks are on me. Ben swipes Azmuth and puts him onto his shoulder as he rushes over to Professor Paradox. Go, go, [We arrive in front of Ben's house late at night in the blink of an eye] go...Thanks, Paradox. Oh, and hey, Azmuth, what was that thing you were saying about your brain?

Azmuth
About the quarter?
Ben
Yeah. What's that about?
Azmuth
It's an entire part of the Galvan brain devoted to...romantic relationships. It's apparently key with my people. It stands in second place for largest data center in the entire Galvan brain, right behind the memory.
Ben
Well, that's obvious. Okay, alright, see ya, guys. Thanks for the teleport, Paradox.
Professor Paradox
My pleasure. Come along, Azmuth.

Paradox turns around and begins to walk away down the pathway in front of Ben's home. This allows us to see Chelsey, just down the sidewalk on her way to the house.

Ben
Chelsey! Hurry up!

Chelsey looks up and sees Ben at the door. Her eyes widen then she rushes over to him, a bag of popcorn in hand.

Chelsey (upon arrival)
Hey, what are you doing outside?

Ben rushes to grab his key out of his pocket and open the front door. He steps in to find Gwen, Kevin, and Mercedes already in the living room. Chelsey follows Ben in as the door is shut behind them.

Ben
Sorry, I'm late, guys.
Gwen
What happened?
Ben
Long story short, Sublimino kidnapped me, Azmuth saved me, I saved some other people. Now, we ready to start the movie? Oh yeah, and Mercedes is joining us.

Ben proceeds to rush over to the TV, but Gwen stops him by touching his shoulder. He turns around.

Gwen
Ben, it's 7:50; there's still ten minutes left.
Ben
Oh...well, in that case, anybody wanna hear the story in full?

Gwen, Mercedes, and Chelsey all raise their hands. Gwen looks over to Kevin as he simply crosses his arms.

Gwen
Oh, c'mon, Kevin.
Kevin
Hey, Azmuth got to pound some guys, and I didn't. Sounds pretty boring to me.
Chelsey
Well then let's make this a majority rule, in which case--
Mercedes
C'mon, Ben, there's only like nine minutes left now!
Ben
Alright, alright, everybody sit.

Kevin rolls his eyes as he takes a seat in one of two recliners. Gwen takes a seat at the loveseat sofa, Mercedes attempting to follow but failing as Chelsey usurps it. Mercedes sighs as she takes her spot at the other recliner, while Ben stands in front of the TV and proceeds to tell his tale.

Ben
Alright...it all started last night...

We pan up to the ceiling, phasing through and up into the skies, which transitions to a red color with its stars still present. We watch as a flying armored vehicle dashes through the air. We follow it to a large, familiar prison. The vehicle parks in an area beyond the back of the prison. Stepping out from the driver and passenger seats are Mother System law enforcement, who rush to the back of the vehicle and open the double doors to remove Sublimino. They then lead him to a rear entrance to the prison and push a simple door bell button embedded into the wall. We hear several locks being slid, dialed into, and otherwise generally unlocked. An opening appears in the door where the helmet of a Null Void Incarcecon guard is seen.

Null Void Incarcecon Guard
State your presence.
Mother System Law Enforcer #1
The Mother System has a temporary accord with the Plumbers. We've been permitted to use your facilities for containment of this guy, Sublimino.

We see the hole in the door be shut. We hear several more locks be unlocked, and the door finally slides to an ajar state. The first officer, then Sublimino being led by him, and the second officer step in through the door in that order. The door is quickly shut behind them. Three guards appear from the shadows.

Null Void Incarcecon Guard (#1)
Follow me.

The first guard walks to in front of the first Mother System officer, while the other two take to behind the entire group. We are taken past countless cells belonging to criminals from the universe over, even one featuring Vulkanus. We are walked to the opposite side of the jail in the "S" section. They find an empty cell with Sublimino's name on it.

Null Void Incarcecon Guard
Toss him in there.

The guard waves his hand over a sensor above the cell and the bars slide open. The Mother System officers toss him in. With another wave of the hand, the guard shuts the cell.

Sublimino
I will escape. Mark my words.
Null Void Incarcecon Guard #1
Sure, you will.

Sublimino growls as the guards and officers roll their eyes.

Mother System Law Enforcer #2
Thank you.

The two sets nod to each other then head their separate ways. Sublimino proceeds to grip his bars and watch the guards and officers leave the area. After they've gone out of view, he speaks aloud.

Mother System Law Enforcer #2
All clear!

We pan over to the opposite side of the jail to Vulkanus. We move a couple cells to his left and find Vilgax.

Vilgax
Good.

A Thep Khufan's thoughts are transmitted to Vilgax.

Thep Khufan (mentally)
Indeed.
Vilgax (speaking aloud)
Who are you? Are you the one who will break me out?
Thep Khufan
I intend to, in due time. My name is Scarogus. I need you to agree to tell any of your accomplices as well as your opponents that I and my Thep Khufan army are a part of your plan. Read me?
Vilgax
Why should I do that?
Scarogus/Thep Khufan
Because I'll pay you for it. And nothing helps get back to your home planet like money.
Vilgax
Hmm...
Scarogus
Take your time on the decision. I'll be back.

Vilgax feels a pulse in his head, representing the Thep Khufan's departure from his mind. He groans.

Null Void Incarcecon Guard #2
Who were you talking to?
Vilgax
Myself. Staying cooped up in here isn't good for one's sanity.
Null Void Incarcecon Guard #2
Yeah? Well, keep it down. I'd hate for a planet's ruler to have to go through final.
Vilgax
Oh, you know me, I'm a model citizen.
[END OF EPISODE]

Synposis[]

Gwen, Kevin, and Mercedes assemble for movie night but Ben's gone missing. Gwen tracks him to the Mother System, and Azmuth is the one to rescue him.

Major Events[]

  • Sublimino returns after the original series.
  • The Mother System appears, after first being mentioned by Malevolence.
  • Gwen, Kevin, and Paradox meet Mercedes Barnes.

Characters[]

Aliens Used (by Ben)[]

Allusions[]

  • What Carl says about Ben's girlfriends is a reference to the sentiments of Ron Witwicky to his son Sam in Transformers: Dark of the Moon.

Trivia[]

  • This is the first episode to have been released in one shot.
Created by COLOR
Alien Universe (BTAU - BiA - SiC) - Clad in Darkness - Benjection - DC's Hero of Heroes
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 Adrift - Marooned - Hall of Mirrors - Benjamin's Island - Skeletons - ...Enjoy Such Liberty - Welcome to Omnitropolis - Time is of the Essence
Shorts Meet the Fans - Operation Pyros - Moira's Presents - Clock Worked - Unity Broker - Why Did the Chicken Cross the Road? - Azmuth's Plumbing - Zennith, Creator of the Omnitrix - The Great Tram Robbery
Unique Aliens in Back in Action: Alien Universe
First used by Super Ben (Assault Omnitrix) Obsorber - Nigester - Plastikitee - Anos - Streak - Bugbite - Muckslide - Autosassin - Ultimate Upchuck - Clinger - Healding - Alkamine - Brawnoceros - Combustiball - Cardstruct - Dreadsense - Frisbit - Koldiak - Plasmodic - Seismix - Wavelength - Warrock - Fetterwing - Suctionrupt
Majestic Forms TBD
First used by Dawn (Alphaline Omnitrix) Vertigo - Starhavoc - Slyt - Blankslate
First used by Future Ben Atomhammer - Ultimate Brainstorm
Characters in Back in Action: Alien Universe
10 Squad Ben Tennyson - Gwen Tennyson - Kevin Levin - Julie Yamamoto - Chelsey Tennyson - Max Tennyson - Cooper Daniels - Ken
Villains Future Ben - Thep Khufan Commander - Scarogus - Dawn - Vilgax - Albedo - Malevolence - Darkstar - Sii - Elena Validus - Dr. Animo - Cyanne - Mistress - Hurricane Vance - Project Inferno - Nightcaster II - Clancy - Metalink
Supporting Characters Professor Paradox - Azmuth - Charmcaster - Eunice - Verdona - Rex - Sir George
Other Timelines/Possible Futures Gwen 20 - Upgrade Ben - Altrazon - Jennifer-Mercedes Tennyson
Groups Second Gynurans (Eli Griswold - Aion) - Omega Squad - Plumbers (Karin Frikton - Io) - Thep Khufan Armada - Board of Galvan
Others Chili - Moira Yourouguaduan