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Miracle Under 39th Street is the first special created for Ben 10: ExOS.


A cold winter's night in Queens, NY is nothing to a runaway, but when a powerful device falls into the hands of a delinquent like Kevin Levin, will he turn things around, or abuse the power for himself?


Cold Open

NARRATOR: Things can change depending on how many times a story is heard, as it gets passed around over the course of time. This is but one of many ways to tell a story, in which we follow a familiar face into an unexpected chapter of this story.

[An unknown, muffled female voice speaks.]

VOICE: Honey, are you okay?

[The voice becomes less muffled as we see from the perspective of someone laying down, opening their eyes. There’s a woman standing over the sleeping person.]

KEVIN: Mom? 

MS. LEVIN: I got a call earlier about something that happened at school today, and I would just like to know what happened, is everything okay?

KEVIN: Oh, uh… 

MS. LEVIN: What’s this I’ve been hearing about you..firing electricity off from your hands?

KEVIN: ...Freak lightning?

[Kevin’s mom looks at him a bit more sternly and he lets out a sigh.]

KEVIN: Okay… okay, there’s something…


KEVIN: Something I need to show you.

[Kevin rustles around in his side table drawer for something, he pulls out a Double-A Battery.] 

KEVIN: Just... don’t freak out, okay?

[Kevin clutches the battery in his hand, his eyes glow a bright blue and his hair floats up, as if blown by a fan. Ms. Levin looks on in shock.]

KEVIN: Now, if I point my hand out the window…

[Blue electricity forms around his hand, and suddenly, a bolt of energy fires off from his hand, and out the window, striking the ground outside. He looks up at his mom with a confident smile, but his mom looks...disturbed.]

MS. LEVIN: ...Is that why you carry batteries around so often now?

KEVIN: Yeah, whatever this is, it’s really good for self-defense, I-

MS. LEVIN: Kevin, one of the students had to be rushed to the hospital for electrical burns…

[Kevin’s expression turns to anger.]

KEVIN: HE WAS MAKING FUN OF ME! That’s all everybody ever does at that school is treat me like some kind of freak! 

[Kevin slumps down.]

MS. LEVIN: That’s not really a good reason to attack someone like that though! I--

[The sound of a door slamming shut is heard in the background.]

MS. LEVIN: It’s your father. Quick, go back to sleep, I’ll handle this.

[Kevin nods lightly as his mother leaves the room, and he slides back down into the bed. Arguing is heard in the distance.]

MS. LEVIN: Devin Levin, where have you been?!

DEVIN LEVIN (Slurring): Uh...wha? 

MS. LEVIN: I’ve been waiting for you ALL DAY. Kevin got into a fight at school today, and there’s something going on, he just showed me --

DEVIN (Slurring): ...A fight, huh? to him…

MS. LEVIN: No! Not when you’re like this. It’s late.

DEVIN (Slurring): Don’t...tell me what to do, Marlene… I’m gonna straighten that kid out.

MARLENE LEVIN (Shouting): NO! 

[A scuffle is heard, along with a crash. Kevin springs up, and runs out of the room to find Marlene on the floor, and Devin shambling toward him.]

KEVIN: Dad, what’d you do?!

DEVIN (Slurring): That doesn’t matter right now.

[He steps closer.]

KEVIN: Back off!

[Kevin fires a weak bolt of electricity, it doesn’t affect Devin at all.]

DEVIN (Slurring): Don’t talk that way to your father, you little freak…

[Devin grabs Kevin by his wrist, drags him to the door, throws him out, and several clicks are heard behind him -- he’s locked the door. Kevin turns around, starts banging on the door.]


[Kevin runs over to a window, trying his best to open it and get back inside, to no avail. He sees his mom is back up and about, trying to fight back. She briefly sees Kevin in the window, and makes a “Go, get away from here!” gesture with her hands. Kevin nods.]

[He quickly starts running through his neighborhood, a rather run-down looking part of town, looking ever more desolate on a cold winter’s night. He cuts through a yard and finds a chained up bike. Kevin walks over, grabs a rock, and bashes the chain to the point of breaking. He stuffs the lock and chain in his pocket and takes off on the bike.]

KEVIN: Where to go, where to go?

[Kevin pedals as fast as he can out into a main road, surprisingly devoid of traffic. He hears the sound of a train.]

KEVIN: ...There’s an idea.

[Kevin then makes a beeline for the sound of the train, ending up near the train station. He ditches the bike when he gets to the station. He frantically looks around, no one’s here either, but he does notice a discarded ticket on the floor. He looks around before walking over to pick it up.]

KEVIN: ...New York, huh?

[Kevin then sits on a bench, waiting for the next train. When it comes, he gets on in the very back seat. When he takes his seat, he pulls his hood over his head and peers out the back window, as he sees everything he’s ever known slowly drifting away behind him.]

[There’s a large zoom-out from the window, looking out to the horizon, as the tall buildings of New York are seen in the distance. A logo appears.]

BEN 10: Miracle Under 39th Street

Act One

[The logo disappears as we see New York more closely, the trip here having taken several hours, and Kevin having slept through the whole ride there. It was now in the afternoon hours. A gruff voice with an accent breaks the silence.]

CONDUCTOR: ‘Ey kid, wake up. Time to get off.

[Kevin slowly wakes up, brushing messy black hair out of his eyes as he sees his new surroundings for the first time.]

CONDUCTOR: Listen, kid, I’ve got a job to do, just go.

[Kevin nods quickly before hopping off the train, his eyes adjusting to the light.]

KEVIN: Guess I better lay low for a bit, something tells me being on my own out here might not be the best idea. I’m not even sure why that guy let me on the train without someone with me.

[Kevin sighs, and heads out of the station, walking past a large map of the nearby area. Queens. We stop on the map before fading into the next scene.]

[Snow falls upon Queens, New York. People are walking around, presents in hand. Carolers litter the streets, singing songs of joy. Kevin, however, stalks through the alleyways, waiting for something. He was absolutely freezing; he had no gloves to warm his hands with, or a hat to keep his head warm. Just a pathetic grey hoodie and worn out brown cargo shorts. Kevin checked his dying digital watch; 7:30.]

KEVIN: Almost time...

[A man walks out of a building, carrying a bag of trash. He throws it in the dumpster, before returning inside. Kevin quickly jumps into action. He jumps into the dumpster and starts looking for some food to eat, just to get him through the night. Kevin finds a mostly untouched burger and some loose fries inside a bag.]

KEVIN: Well, it’s not a Christmas turkey, but it’ll do...

[Kevin peeks out of the dumpster, before he hops out of it and runs down the alleyway, and into the busy sidewalks. He tried his best to ignore the bright colors around him, because it just reminded him of Christmas at home, Kevin’s hands gripped his bag tighter...before his wrist started beeping loudly. Caught off guard, Kevin dropped the bag on the ground.]


[Kevin rolls up his hoodie sleeve to see his watch has finally given out.]

KEVIN: Ergh.

[Kevin rips off the broken watch and throws it in a nearby trash can and continued down the road. He arrived at his destination; the only unlit part of New York that evening. Kevin hops the fence into a junkyard, and walks over to a mostly untouched car. He opened the door and hopped into the car, and opened his bag.]

KEVIN: Merry Christmas, Levin.

[Kevin opened his bag and somberly started to eat his meal. The poor kid tried his best to hold back tears, as he remembered all the Christmases he spent back was always one of the few times his home life felt “normal” and “decent”.]

KEVIN: I hate this time of year.

[Kevin peers out the window to see if the snow will let up anytime soon, before a bright flash of light catches his eye.]


[Something soars through the sky.]

KEVIN: Is that...a comet?

[Suddenly, the comet changes trajectory...right toward Kevin.]


[Kevin bursts out of the car, just in time too; the car explodes as soon as the comet hits it, as Kevin tumbles to the ground.]


[The smoke clears, as Kevin decides to check it out. A small pod is sitting in the remains of the car’s spot, still slightly glowing a bright, burning orange.]

KEVIN: That’s a weird looking meteorite...

[Kevin steps down into the crater to get a better look, as the pod cools off, and opens up...something red lights up, as Kevin notices something strange inside; a rather bulky device resembling a watch, with a brown wristband with a couple of rows of what seemed to be rivets, with a faceplate oddly resembling a letter 'K' in bright red.]

KEVIN: What the...a watch?

[Kevin suddenly feels a need to reach out to grab the watch. He grins as he extends his hand a bit...before the watch jumps at him, clamping onto his right wrist.]


[Kevin tumbles back into the snow.]

KEVIN: Get off me! GET OFF, GET OFF!

[Kevin tries to pry the watch off, but to no avail.]

KEVIN: Alright, you asked for it...

[Kevin’s left hand lights up as he tries to remove the thing using his powers...Kevin’s hand claps the watch, his hand sparking and trying to remove it. Suddenly, the watch gives off a small feedback wave, throwing Kevin onto his back, he sits up and looks at the device.]

[Something has changed, the ring pops up, and it shows an icon of a humanoid, but it immediately turns to static and changes to another icon, similar but different to the previous one. The icon beforehand was the size of an average adult...this new one seemed...tankier, to say the least.]

KEVIN: Alright...

[Kevin stands back up, as he looks around, and then looks back down at the watch. He presses his finger to the faceplate, and slowly pushes it back down. Suddenly, red light envelops his body...]

[TRANSFORMATION: Black rocks start to grow out from his body, as the watch hides itself inside his flesh. The rocks run up Kevin’s arm, up to his face, before they completely envelope him, as he blinked, and looks down at his hands, now burning a dangerous bright red color.]


[Hot Shot runs around a bit, panicked. Snowflakes briefly hit his body, burning up upon contact.]

HOT SHOT: H-hey...I’m on fire and...I’m okay!

[He notices his reflection in a nearby car window, and walks on over. He starts admiring his new features, setting his hand on top of the roof of the car.]

HOT SHOT: Check it out...well, aren’t I a hot shot?

[Hot Shot laughs to himself, as his hand unintentionally melts through the roof of the car. Hot Shot quickly pulls his hand away.]

HOT SHOT: ...hope no one decides to use that roof anytime soon.

[Kevin’s eyes drifted over to a snowman made here at some point earlier in the day. He grins, as his hands twitch a bit.]

HOT SHOT: You looking at me, Frosty? You trying to get melted?!

[He sticks his hand out, before he unintentionally fires a fireball from the palm of his hand, obliterating the snowman on the spot. Hot Shot looks down at his hand, and grins.]

HOT SHOT: ...that’s what I’m talking about.

[Hot Shot clasps both of his hands together and conjures up a larger fireball.]

HOT SHOT: Liking this...

[Hot Shot throws the fireball through the junkyard. It hits an old car which explodes upon contact.]

HOT SHOT: W-woah!

[A few police sirens suddenly went off.]

HOT SHOT: Aw, man...I am totally gonna get busted for this!

[Hot Shot jumped over the fence and ran through the alleys; eventually, he ducked down into an empty subway station.]

HOT SHOT: I’ll just have to wait it out, at least till the cops leave the area...

[Suddenly, a beeping sound came from Kevin’s chest. In a bright red flash, Kevin was suddenly human again.]

KEVIN: W-what the...

[Kevin looked down to see the watch, the faceplate a bit darker in color. He grinned, as he looked outside. The snow outside was falling harder now, as Kevin looked around.]

KEVIN: Maybe I can work with this… at least it’s better than some dumb old car.

[We now fade into the next month, January, and a getaway car is barrels down the street, crashing into things on the way down.]

ROBBER 1: Dude, can you drive any less straight?

ROBBER 2: This ice isn’t helping!

ROBBER 1: Well still, you should be able to...WATCH OUT!

[Robber 2 looks back over at the road to see some people crossing it; he tries to slam on the breaks, but the car stalls out. The two brace for impact...before a green blur snatches all the people up, and dumps them on the other side of the street.]

RUSH: Everyone alright?

[People gasp as they get a good look at the creature before them. A young kid gives him a thumbs up. Rush gives him a thumbs up back, as he takes off down the street, chasing after the car. He jabs his claws into the tires, popping them. The car screeches against the ground, before it comes to a complete stop.]

ROBBER 1: What the-

[Rush taps on the door and motions for them to roll down the window. The driver does so in fear.]

RUSH: Do you have any idea how fast you were going in this thing?

ROBBER 2: U-uh, 80 MPH?

RUSH: Seriously? I would’ve figured 90. These cars are slower than I would’ve thought.

[Rush heads off, leaving the two men bewildered as the police arrive.]

[It’s now March, and a robbery is breaking out in a convenience store Kevin happens to be in, grabbing some food with the money he’s earned doing basic work on the street.]

LEADER: Put the money in the bag! PUT IT IN!

CASHIER: Y-yes sir!

[Kevin ducks down and activates the watch, scrolling to a rather devil like alien. He slaps down the icon, as one of the men looks behind him.]

GRUNT 1: What was that?

GRUNT 2: Eh?

GRUNT 1: I swear, I heard something. I’ll go check it out.

[The grunt walks down the aisles, looking for whatever made that sound. He turns down an aisle...and suddenly, Dark Matter pounces on him, as he screams. The other men at the front look behind them, as the leader motions for them to go check it out. The group walks down the aisles, before finding the first grunt, crystalized head to toe.]

GRUNT 2: W-what the...

[Suddenly, Dark Matter jumps down and crystallizes him before the other men open fire. He quickly evades the shots, and forms a crystal blade from his wrist and cuts the gun in half. The man turns to run back to his leader, but his it by a blast and immediately and crystalized him. The leader stares at Dark Matter in fear.]

LEADER: W-what are you?

DARK MATTER: Just someone trying to get some food, dude.

[Dark Matter crystallizes the leader, as he falls to the ground with a dull thunk. He walks over to the counter, and places his items on it.]

CASHIER: U-uh, it’s on the house.

DARK MATTER: Really? Thanks!

[Dark Matter’s eyes dart over to the slushie machine.]

DARK MATTER: Hey...could I...

[The scene cuts to Kevin walking out of the store with a slushie in hand, and a cashier wondering how he was going to explain this to the police.]

[It’s now May, a car pulls into a dark alley, and stops in front of a garage. The person in the passenger side gets out and knocks on the garage door. A man opens it.]

HENCH 1: How’d it go?

HENCH 2: Perfectly. We got the stuff.

[Hench 2 leads Hench 1 to the truck, and opens up the back doors; he reveals a bunch of caged dogs in the back, whimpering and whining. Hench 1 smiles mischievously, as Hench 3 joins them.]

HENCH 1: Oh, the boss is gonna love this. How did you manage to get such a big group?

HENCH 3: Funny story, actually! We took some peanut butter and-

[Suddenly, something roars from atop a building. The henchmen look up to see something pouncing down from its perch, and onto the ground. A vulpine beast with no eyes known as Guard Dog.  He growls at the men.]

HENCH 3: W-what is this thing?!?

HENCH 2: Dunno, but it ain’t got eyes!

[He pulls out a gun.]

HENCH 2: Play dead, Fido!

[He fires the gun, only for Guard Dog to miraculously dodge the bullet. He feigns to the left, jumps up and bounces off the wall, and jumps on top of the guy. Guard Dog froths and snarls at the guy, as he screams in terror. Another one of them aims at the alien dog, but their weapon is swatted away by Guard Dog’s tail.]

HENCH 3: F-forget the dogs! Let’s just get out of here!

[Guard Dog releases the hench person as they run away. He turns his attention to the cargo; with a brief few slashes, the cages are all broken. The dogs run free, save for one small dog. Guard Dog lowers his head, as the small dog hops. He trots through the alleyways, until he stops before a homeless girl, around his age, crying. Guard Dog briefly snorts to get her attention. She looks up to see the beast...and her dog on top of his head.]

GIRL: Fluffy!

[The dog jumps into the girl’s arms, as she hugs it tightly. Guard Dog smiles, before the girl turns his attention to him.]

GIRL: Thank you, weird doggy!

[Guard Dog grins, as he quickly scales a wall. The girl watches him disappear...blissfully unaware of the SACT agent watching from around the corner. The agent pulls out a walkie talkie.]

SACT Agent: Target sighted. Lost track of him for now, though.

[From the other end, a voice picks up.]

VOICE: Getting a glimpse of him is all we need. Return to base.

Act Two

[It’s now well into the Summer. It’s been a few months since Kevin found the watch. By day, he’s been stopping various crimes all throughout New York, by night he’s just a homeless kid trying to get by. He walks past a TV Store.]

ANNOUNCER: Breaking News! Criminal “Iron Kyle”  is attacking an electronics store on Rockefeller Plaza.

KEVIN: Looks like it’s showtime.

[Kevin runs into an alleyway, there’s a bright red flash, and out walks a four-armed, purple-skinned creature: Quad Smack. He takes a large upward jump onto the rooftops and runs in the direction of the action, leaping over the gaps in the buildings.]

[We cut to the game store, just as Iron Kyle busts a large hole in the wall, where he finds numerous police cars outside.]

POLICE OFFICER: We have you completely surrounded, hands where I can see ‘em!

IRON KYLE: Alright.

[Iron Kyle raises a hand… that immediately rockets out of its socket and punches the officer in the chest.]

IRON KYLE: All too easy.

[Suddenly, Quad Smack comes down from the rooftops, right behind Iron Kyle. We then see some bystanders discussing the unfolding events; a brunette boy in an orange shirt, a redheaded girl in a red shirt, and an older man in a red hawaiian shirt.]

BOY: Whoa, who’s the four-armed freak?!

GIRL: I’ve been reading about this, there’s been sightings of these weird monsters all over the city. Just a few months ago there were reports of an underground dog fighting setup that went bust thanks to one of them. It’s believed they’re all part of the same group, due to the weird badge they all wear.

OLD MAN: Well, that’s great and all, but we need to get out of here!

[We return to Iron Kyle, who turns around to see Quad Smack.]

IRON KYLE: Oh, look, it’s one of those monsters on the news.

QUAD SMACK: That’s right. And I’m here to take you down.

IRON KYLE: Great. These cops weren’t giving me much of a challenge anyway.

[Iron Kyle uses his stretched-out arm and swings in Quad Smack’s direction, but he catches it, lifting him up and swinging him back and forth. He then pulls the arm closer and snaps the extended part over his knee. Iron Kyle gets back on his feet, and tries to retract the arm, but it doesn’t work.]

QUAD SMACK: What comes around, goes around!

[Quad Smack then takes the extended arm and throws it, the cable inside the arm wrapping around Iron Kyle like a tetherball.]

QUAD SMACK: He’s all yours, officers. Time for me to bounce.

[Quad Smack walks off into an alleyway, out of sight of the police.]

QUAD SMACK: Huh, that was almost too easy.

[He continues, only to be incapacitated by an electric field. A SACT grunt walks up to the body and lightly kicks one of the arms. The grunt pulls out his walkie-talkie.]

SACT Agent: Target neutralized, preparing for pickup.

[We fade into an unknown location, inside a hallway. Multiple grunts are carrying Quad Smack, they throw him into a dark room and lock the door. Quad Smack transforms back into Kevin, and wakes up.]

KEVIN: Wha...where am I?

[A male voice speaks out from the other side of the room.]

VOICE: SACT Interrogation Room #1-1.

KEVIN: Interrogation Room?!

VOICE: Relax, kid. I’m not trying to hurt you, I just want to talk.

KEVIN: Oh yeah? And who are you?

Lt. STEEL: My name is Lieutenant Steel, leading member of the Special Alien Containment Team, or SACT. We’ve been following you very closely the last few months, or rather, following your alien forms for the last few months.

KEVIN: Aliens? That’s what I’ve been turning into?

[Kevin looks down at the device on his wrist.]

Lt. STEEL: Indeed. We have footage of 10 of these extraterrestrials, all bearing the same insignia as you have on that thing on your wrist. Now, I want you to tell me a couple of things: Who you are, and how you got the device.

KEVIN: Okay, uh, my name is Kevin Ethan Levin--

Lt. STEEL: Hold up, your name sounds familiar... Yes, there was a missing persons report filed about you a few months ago, localized to an area in Chicago.

KEVIN: Right, that’s where I’m from. I left home one night when my parents started freaking out about these powers I have--

Lt. STEEL: Powers? Is there something else you’re capable of?

KEVIN: Electronic energy manipulation, I can absorb power from batteries, motors, you name it, and dish it out.

Lt. STEEL: Interesting. Continue.

KEVIN: So my mom was freaked out by my powers, and my dad, he came home one night...but something was wrong with him, stumbling around, he...he hurt my mom and threw me out the front door and locked it.

[Kevin begins to tear up, Lt. Steel takes notice of this and eases his tone down some.]

KEVIN: So I left, grabbed a bike and took off. I don’t know why exactly I decided to drag myself to New York, it just sort of happened. A few nights later, this thing crashed in the junkyard I was hanging out in, and that was that.

Lt. STEEL: Well, Levin, you don’t have to worry about hanging out in junkyards and swiping food from dumpsters anymore.

KEVIN: ...Why, what are you gonna do to me?

Lt. STEEL: Relax, I just want to put you to work for SACT. A little something of a secret weapon.

KEVIN: What’s in it for me?

Lt. STEEL: You can continue to be the “alien vigilante”, and you have a nice safe place to go back to, with food and a proper place to sleep. You just have to do it under our watch.

[Kevin puts on a questioning face as he considers his options.]

KEVIN: ...Deal. On one condition.

Lt. STEEL: What’s that?

KEVIN: I have someone I want you to keep an eye on, make sure she’s okay. Her name is Marlene Levin.

[Lt. Steel nods his head.]

Lt. STEEL: Understood.


Lt. STEEL: So… how about I show you around a little bit?

[He enters a code on a keypad, opens the door and walks out, Kevin gets up and follows closely.]

KEVIN: ...By the way, what happened to Iron Kyle?

Lt. STEEL: Him? Oh yeah, that was a staged attack, my squadron did that so we could get you here. Set up my buddy Kyle with some tech we’ve been working on, you know the rest.

KEVIN: ...Clever. So...wait, I messed that arm thing up, am I in trouble for that?

Lt. STEEL: Nah, it was a prototype, one of many.

[An alarm starts blaring.]


Lt. STEEL: Looks like that tour will have to wait. You ready for your first mission, kid?

[Kevin nods and follows Steel as both run down the hall.]

KEVIN: Any idea what happened?

Lt. STEEL: Well the lab boys picked up on a signal of some sort of pocket dimension full of aliens, and an experiment was scheduled to try and crack it open, something about a “resonance cataract”, I guess it went wrong.

[They pass through a security door, a man in a lab coat shutting it behind them.]

Lt. STEEL: Dr. Friedmund? What’s going on?

[He signs: “The experiment turned unstable and unleashed some kind of creature!”]

Lt. STEEL: Alright, so how do we stop it before it kills everyone?

[He signs: “If you two can lead the monster to the Rocket Testing Chamber, I can take care of the rest.”]

Lt. STEEL: Understood.

KEVIN: What did he say?

Lt. STEEL: We need to lead the thing down that hallway, into the large circular room, think you can get his attention, Levin?

KEVIN: That I can.

[Kevin dials in a transformation, and turns into an insectoid form.]

SKUNKMOTH: Hey ugly! Over here! Follow the bug!

[The monster, a large green creature with long arms and four spider-like legs, takes notice and follows, knocking SACT guards out of the way in the process..]

SKUNKMOTH: That’s right, follow me…

[Skunkmoth is looking around at the direction signs.]

SKUNKMOTH: Extraterrestrial Weapons Testing, no, Cafeteria… gonna have to remember that one later, but no. Material Emancipation facility, no. Ah, there it is, Rocket Testing!

[The beast is still in pursuit, having gained a lot of ground as Skunkmoth was figuring out which way to go. They arrive in a large room. Friedmund can be seen above in the control room. ]

SKUNKMOTH: Gotta try and keep you in here, and I know just how to do that.

[Skunkmoth fires gobs of goo at the beast’s legs, locking the monster in place.]

SKUNKMOTH: It’s all you, Doctor!

[Inside the control room, we see Friedmund pull a lever. The room starts rumbling.]

SKUNKMOTH: I should probably get out of here.

[He quickly makes his way up some corridors to get into the control room, and detransforms. The rocket fires with the alien under it.]

KEVIN: Ha! Yeah! That’s what I’m talking about! Hey alien, can’t stand the heat? Get out of the rocket test chamber!

[The rocket ceases fire, the monster is burned to a crisp.]

KEVIN: That was awesome! Hey, Doctor?

[Kevin waves his hand to get his attention, Friedmund looks at him, Kevin signs “Thank You”, and the doctor smiles. Lt. Steel walks into the room.]

Lt. STEEL: Crude, but effective. Nice work, kid.

[What follows is several snippets of Kevin’s work with SACT over the span of a few months. We see Kevin and Steel in a sewer.]

KEVIN: Man, it reeks down here…

Lt. STEEL: Focus, Levin, we’ve been getting reports of strange noises coming from these parts of the sewer system.

KEVIN: Think it might just be an alligator or something?

Lt. STEEL: Alligators in the sewer? That’s a myth. Next you’re gonna tell me a bunch of turtles live down here too.

[Suddenly, a group of large creatures run past.]

KEVIN: I got this!

[Kevin turns into a rotund form of a very pale blue color, with tubes connecting part of its body together.]


[Steel grabs onto Undertow’s back as he fires a torrent of water behind him, skidding down the sewer tunnel to follow the unknown creatures. The badge on Undertow’s chest starts to beep and flash yellow.]

UNDERTOW: What the? That’s new, maybe it’s some kind of tracking signal? It seems to beep faster the closer I get to those things…

[Soon, they come to a large, hollowed out room, where a much larger version of one of the creatures can be seen, it’s revealed to be a very large turtle-like species with a bunch of smaller ones running around. Kevin looks up at Steel with a smug smirk.]

Lt. STEEL: I stand corrected. Well, we know what the source of the noise is, I’ll tell some of my guys come down and try and get them out of here. C’mon.

KEVIN: I’m… gonna hang here for a bit, do some looking around.

Lt. STEEL: Alright, fair enough.

[Steel leaves. A squeaky voice speaks out from behind some debris.]

VOICE: I-is he gone?

KEVIN: Who wants to know?

[A rat-like humanoid comes up from behind the debris.]

VOICE: Name’s Argit.

KEVIN: Kevin.

ARGIT: So you’re that guy I’ve been hearing about, huh? The one that turns into aliens? What are you doing with SACT?

KEVIN: What’s wrong with SACT?

ARGIT: Wha...what’s wrong?! Everything’s wrong! Do you know what SACT does to the aliens they capture?!

KEVIN: Not really.

ARGIT: They’re taken to Area 51 and held prisoner! It’s against Interstellar Law to do that, but most humans don’t know that.

[Kevin leans on the large turtle alien, resting his watch arm on the creature.]

KEVIN: Likely story.

[Kevin’s watch starts to violently beep and flash yellow.]

KEVIN: Ugh...what is up with this thing?! Guess I better bail, maybe it’ll stop.

ARGIT: Just keep your eyes open, man. Don't just go in blindly and do whatever he says.

KEVIN: Whatever.

ARGIT: You’re welcome to come back if the SACT thing goes downhill.

KEVIN: You say that like you expect it to happen.

ARGIT: I do.

[Kevin leaves, running to catch up with Steel.]

Lt. STEEL: Find anything?

KEVIN: Not really. Hey, something I’ve been wondering, when you guys capture aliens, where do they go?

Lt. STEEL: Classified information, Levin.


[Kevin nods, but looks concerned. In another glimpse of a mission, a SACT Heli-Carrier is flying over the ocean.]

Lt. STEEL: Got anything in that watch that can deal with a sea monster?

KEVIN: I think I do.

Lt. STEEL: Good, you turn into that, and we’ll release you from the cargo hold.

[Kevin dials in an alien and transforms into a large greyish purple fish form with rows of sharp teeth.]

PILOT: We are in position. Releasing cargo.

[The door flies open, dropping Razorjaw into the battle. He uses his mouth to grab onto the side of the monster, it starts thrashing around and speeds off in a random direction.]

Lt. STEEL: Alright, on my command, deploy the grid.

[The monster is seen heading toward Steel’s position.]

Lt. STEEL:… go!

[The pilot presses a button, revealing two poles extending from the bottom of the Heli-Carrier, they briefly spark, before creating a web of electricity between them. The monster… and by extension, Razowjaw, are struck by the grid. Both fall into the water, Razorjaw letting go. When he hits the water, he sees that the monster has dropped a handful of strange looking spheres. He times out and floats back to the surface.]

Lt. STEEL: Kevin?! Quick, someone get him!

[A cable is lowered attaching itself to Kevin and pulling him out of the water, back into the cargo bay.]

KEVIN: Hey… ugh.... What happened?

Lt. STEEL: You missed your cue, you were supposed to let go earlier than that. You okay? You’ve been acting sorta...weird lately.

[He hands Kevin a towel.]

KEVIN: It’s… it’s nothing, really. Just a bit off my game.

Lt. STEEL: Maybe you should hit the training facility soon?


[A few months later, Kevin is sitting in his room. He punches the wall.]

KEVIN: Ugh… this is ridiculous! I’m sick of being stuck in this room with nothing to do. Mission after mission, it’s always the same thing.

[Kevin looks out the window of his door.]

KEVIN: Not to mention I’ve been sorta uneasy about how they do things here… maybe that Argit guy was on to something… now how do I get out of here without anyone seeing me? ...Wait a minute…

[Kevin dials in a strange transformation and uses it to phase through the wall.]

HORROR SHOW: Oh, right. The base is in the middle of a forest.

[Horror Show transforms into Rush and speeds away, undetected. Back at SACT, alarms are blaring, as a duo clad in purple armor have invaded. Steel makes his way to Kevin’s room, only to find that he’s not there.]


[Eventually, Rush finds a ship. After transforming back into Kevin, he also finds a tall, humanoid creature that appears to have a mess of tentacles hanging from his head.]

KEVIN: Who..who are you?

Act Three

KEVIN: Who..who are you?

VILGAX: I am Vilgax, and you are?

KEVIN: Kevin. You have 10 seconds to tell me what you’re doing here.

[Kevin raises a hand to the watch. Vilgax’s eyes widen at the sight of the device.]

VILGAX: I‘ve been sent by the creator of the device you wear on your wrist.

KEVIN: The creator, huh? I never really gave much thought about this thing having a creator.

VILGAX: Yes, but it is not just any “thing”, it was codenamed the “Betamatrix”, in a long line of experimental DNA altering mechanisms.

KEVIN: Ah, so that’s what it’s called, then wait... how did you find me?

VILGAX: The creator of such a device would have a way to track its signal, would he not?

KEVIN: I suppose you have a point, so what do you want?

VILGAX: The creator would like to see you, and he wants to advance the Betamatrix. He sees great potential in you. If you choose wisely, it will further your development if you want to become a hero.

KEVIN: Sounds good to me. I was starting to get bored here.

[Vilgax presses a button on a small device, opening the door to the ship. Kevin closely follows Vilgax on the way inside, but immediately gets distracted by the very highly advanced technology lining the walls.]

VILGAX: You stay here, I must speak with someone.

KEVIN: Sure, whatever.

[Vilgax walks into the main chamber of his ship, a large circular room with a chair in the center. A voice speaks up.]

VOICE: D-did you get him?

VILGAX: It was all too easy. We should be arriving in a matter of hours.

VOICE: Excellent work, Mister Vilgax. Everything is going according to p-plan.

[Suddenly, Vilgax hears laser fire from the hallway. He finds Kevin transformed into Rush, running circles around one of his droids as it desperately tries to fire at him.]

RUSH: Can’t shoot what you can’t see!

[He then turns into a crystalline form and starts blocking and deflecting shots, several of them hitting the walls of the ship, one nearly hitting Vilgax in the face, but he raises an arm and takes the hit as if nothing happened.]

VILGAX: Argh… Enough!

BLACK ICE: Whoops, my bad.

VILGAX: You must be seated before we depart, humans don't seem to be built for the forces that come with leaving a planet's atmosphere, most particularly yours.

[He transforms back and immediately takes a seat.]

KEVIN: ...Right.

[The ship rumbles to life. We see the outside of the ship as it rises from the ground and gains altitude, Kevin watching from a window as he leaves the planet for the very first time. It isn’t long before they breach Earth’s atmosphere. Kevin’s eyes widen at the sight of space...before briefly feeling sick. Then we see the ship from space as it speeds past. The lack of gravity starts kicking in as Kevin starts floating around, doing goofy poses and such. Vilgax presses a button and he hits the floor.]

KEVIN: Ugh… a warning would’ve been nice.

[Much later, we then see the ship as it’s headed to a dark, stormy looking planet.]

KEVIN: That’s the place?

VILGAX: It’s known as Encephalonus IV.

KEVIN: Four? What happened to the other three?

VILGAX: Do not worry your feeble human mind about that, we have more important matters to attend to.

[The ship docks near a platform and the two step out and start walking along a long bridge.]

VILGAX: We must board the transport just beyond this door to reach his workshop.

[At the end of the bridge, a serrated door opens in slices to reveal the entrance to what resembles a train station. The two board and the machine begins to move.]

KEVIN: This feels familiar…

[After a short ride, they arrive at a large door that opens to reveal various mechanisms lining the walls of a large room. A light purple crab-like being has his back to them both, he turns around.]

VOICE: I’ve b-been expecting you. My name is Dr. Psychobos.

KEVIN: So you’re the creator of the Betama-thingy?

Dr. PSYCHOBOS: Betatrix, my dear boy, and yes. Of course I am. Follow me, I’d like to analyze the device. You follow too, Mister Vilgax.

[They follow the crustacean into another room, a large machine taking up the majority of space.]

Dr. PSYCHOBOS: P-please place your arm on the scanning platform, my boy. I shall initiate the process. The Automated Phasellus Reformatter will show us what we need to do to renovate the Betamatrix.

[Kevin does so, and the doctor moves over to an interface, fiddling with various controls at a rapid pace. A laser beam scans the Betatrix, then a column of light surrounds the core.]

Dr. PSYCHOBOS: What a fool he was, not to put more protection on this thing…

KEVIN: What was that?

Dr. PSYCHOBOS: N-nothing, now It seems a mutation in your DNA has altered the device, this is most… unprecedented. In order to modify the device with the Reformatter, I’m going to need a few key items. Here, boy. A gift from me before you go.

[Psychobos places a claw on the Betatrix, the device glowing yellow as it did once before.]

Dr. PSYCHOBOS: You should have 16 unlocked forms now, yes?

KEVIN: Ooh, a new guy? Lemme guess, an electric crab guy like you?

Dr. PSYCHOBOS: Cerebrocrustacean, to be precise. And yes, that is how the DNA Capture Mode functions. Take it as a small token of my appreciation for having come this far.

[We see the events of what happens when Kevin and Vilgax get the items while Psychobos is explaining.]

Dr. PSYCHOBOS: Now, about the items. First, you must acquire a Polymorphic Crystal  from the Techadon Weapon Masters. They’re not likely to give it up easily, so do whatever you must to obtain it. Next, I require a Taydenite Shard. This will either be incredibly difficult, or extremely easy, depending on where you get it. Finally, you must obtain a single stone of Corrodium from the planet Anur Khufos. I would advise staying in a transformed state, as exposure to Corrodium can cause horrific mutations.Now run along with Mister Vilgax and retrieve those items! You are soon to be on the precipice of great power, young Kevin!

[A wipe transition, Vilgax looks the same from the last shot, but Kevin looks incredibly tired.]

Dr. PSYCHOBOS: Fantastic work, both of you! Kevin, place your arm in the machine once more, and we will get to work!

KEVIN (Weakly): Greeaaaat…

[Kevin shambles back over to the device and lays his arm down on it once more. Psychobos returns to the interface.]

Dr. PSYCHOBOS: Alright… recalibrating… it’s going to take some time for the upgrades to take full effect d-due to the nature of how we’re operating here, b-but once enough energy accumulates, you’ll notice significant increases in your abilities. I’ll make a backup of the data in case something goes wrong. Aaaand…. Done. You can return home.

[He immediately teleports both aboard the ship.]

KEVIN: I...I’m too tired to bother questioning any of that. He’s probably busy with things, so he wanted to get back to it. Hey, wake me up when we get back to Earth, okay? I’m gonna go... get some sleep.

[Kevin walks off into another room and lays down, a few hours pass. Vilgax is speaking to one of his drones.]

DRONE: Sensors indicate that a more complete device has finished production. It is reported to be known as the “Omnitrix”.


[Vilgax gets up, walking into the other room.]

VILGAX: Awaken, child.

[Kevin wakes up, they’re back within Earth’s atmosphere. Vilgax turns his back to Kevin.]

VILGAX: The plan has changed. Your usefulness to me has greatly diminished, child.

KEVIN: What?!

VILGAX: I had intended on taking your device, but I’ve learned of another. I have no use for an inferior one such as yours.

[Kevin turns into Quad Smack and stands up, readying his fists.]

QUAD SMACK: How about you turn around and say that to my face?!

VILGAX: Insolent child, I’ve seen all of your transformations. Do you think I wouldn’t have prepared for a fight?

[Quad Smack dashes forward for a punch, but Vilgax catches his hands and kicks him across the room, he slides, and turns into Rush and begins running. Vilgax fires a homing laser from his eyes that matches his speed.]

RUSH: What the?

VILGAX: Psychobos made some modifications to my form in the event you tried something of this sort.

[Rush immediately turns around and transforms into Black Ice, deflecting the laser into Vilgax. He blocks it with his arm, but finds that an anthropomorphic canine-like form has bit into his arm with sharp metal teeth.]

BASHMOUTH: You ain’t seen nothing yet, squidhead.

VILGAX: Agh, release me!

BASHMOUTH: Well, since you asked...

[Bashmouth throws Vilgax into some sort of machine on the wall, which electrocutes him. Bashmouth turns into a large spiky form and rolls into a ball, revving up and charging forward into him, before bouncing backward. Then he turns into a large form made up of thorns and vines, stretching his arms and ensnaring Vilgax, picking him up and slamming him down multiple times. He yanks Vilgax back up to an arm’s reach, turns into Quad Smack again, and delivers a devastating blow.]

QUAD SMACK: Only one thing left to do.

[With Vilgax on the floor, Quad Smack turns into a black and blue fluid-like form, fusing into one of the controls of the ship, the machine sparks.]

INTERCOM: Self destruct sequence initiated.

VILGAX: What?! NO!

BOOTLEG: Sorry, Vilgax, I don’t do well with betrayal.

[We see outside, the ship is losing altitude. Back inside, Kevin, having timed out, is gunning it for an exit, smacking the Betatrix repeatedly. Vilgax manages to get up.]

KEVIN: Come on, come on, one more…

[The Betatrix gains just enough energy in time to support one more transformation: Hot Shot. He propels himself forward, blasting Vilgax one last time as the ship continues to plummet.]

HOT SHOT: Nope, you’re the captain, you stay with your ship!

[Hot Shot bursts out of the side of the ship, and glides down to the ground below. He lands on a large hill and times ; just in time to see the ship finally crash. He stands there and just watches the explosions, his hair blown back by the force.]

KEVIN: Goodbye...and good riddance. Glad that’s over.

[Kevin sighs.]

KEVIN: Looks like you were right, Arge.

[Kevin makes his way down the hill.]

[Moving back into the wreckage, we see a mangled Vilgax pulling himself out from under some machine parts, missing an arm and a leg, among other damage. Dr. Psychobos teleports in front of him.]

DR. PSYCHOBOS: You know, I really shouldn’t even b-be here right now, seeing as you double-crossed me and went against our original plan. But that child has made a mockery of my handiwork on the Betatrix, so it seems you and I have a c-common enemy now. However, in your sorry state, there’s no way you can defeat that blasted Kevin all by yourself. Looks like I have a little more work to do on you, and I use the term loosely.

[Dr. Psychobos lets out an evil laugh before teleporting himself and what remains of Vilgax away from the wreckage.]


Major Events

  • After revealing his powers, and an altercation with his intoxicated father, Kevin leaves home for New York.
  • Kevin accquires the Betatrix, an earlier Omnitrix prototype, and transforms into Hotshot, mirroring the events of Ben getting the device.
  • After a fight with "Iron Kyle", Kevin is captured by SACT and put to work.
  • During a SACT mission, Kevin encounters Argit.
  • Kevin gets tired of his partnership and sneaks away, meeting Vilgax and later Dr. Psychobos, claiming they can help him.
  • 14 Betatrix aliens make their debut.


  • Kevin Levin
  • Devin Levin (First Appearance)
  • Marlene Levin (First Appearance)
  • Lt. Steel (First Appearance)
  • Dr. Friedmund (First Appearance)
  • Kyle (First Appearance)
  • Argit (First Appearance)


  • Vilgax (First Appearance)
  • Dr. Psychobos (First Appearance)

Aliens Used

  • Hot Shot (First Appearance, x2)
  • Rush (First Appearance)
  • Dark Matter (First Appearance)
  • Guard Dog (First Appearance)
  • Quad Smack (First Appearance, x2)
  • Skunkmoth (First Appearance)
  • Undertow (First Appearance)
  • Razorjaw (First Appearance)
  • Horror Show (First Appearance)
  • Black Ice (First Appearance)
  • Bashmouth (First Appearance)
  • Wreckingbolt (First Appearance)
  • Thornblade (First Appearance)
  • Bootleg (First Appearance)


  • A preview for this special was released on December 14th, 2019.
  • The title is a reference to the title of  the classic Christmas movie Miracle on 34th Street, combined with a reference to a quote from Kevin's original debut episode: "...I kinda trashed their hideout under the 39th street bridge..."
  • This special was created in honor of the first anniversary of when Hello Again, Ben 10: Part 1 was released.
    • The special was originally intended to be released on December 7th, but was incomplete at the time and pushed to December 27th, Ben 10's 14th Anniversary.
  • The concept of this episode was heavily inspired by the Antitrix from the 2016 series.
  • The special starts in Winter, rather than Summer, to contrast with Ben's origins.
  • Carth, writer and creator of ExOS, has stated that everything that happens up until Kevin gets the device is canon to Kevin's main story. We see the events of how he left home, acquired the lock he wears around his neck, and made it to New York.
  • Kevin shouting "My Car!" is a nod to Prime Kevin's obsession with his car in the latter three shows of the Original Continuity, as well as the running gag of said car being destroyed.
  • The "K" on the face of the Betatrix is no convenient coincidence, the symbol on the device changed with each earlier version.
  • The junkyard Kevin finds himself in is the very same one he would mention in Episode 3 of ExOS.
  • The entire Quad Smack vs. Iron Kyle scene is intended to be reminiscent of the episode "Framed" in which Ben battles Kevin's actual twisted copy of Four Arms outside of a game store in the Original Continuity.
    • The appearance of Betatrix Timeline Ben, Gwen and Max was an early idea Carth had to anchor the special at a certain point in the timeline. The appearance of SACT and Lieutenant Steel is for the same reason.
  • "Rockefeller Plaza" is the location of an actual Nintendo store in New York.
  • The partnership formed between Kevin and SACT is a nod to E-10 Horizons' Ethan's partnership with the organization as well.
  • The scene with the "Resonance Cataract" inside SACT is a nod to the original Half-Life game.
    • Dr. Friedmund is a nod to the main character of the series, Dr. Gordon Freeman. Friedmund speaking in sign language is a nod to the fact that Freeman is a silent protagonist.
    • The monster that appears in the complex is a Wigsillian Org Beast.
    • The line that Kevin says as the alien burns under the rocket is a reference to Episode 19 of the Half-Life Machinima Series, Freeman's Mind.
  • Kevin signing "Thank You" to Dr. Friedmund was inspired by an actual event that happened to Carth.
    • Carth recounts the story: "I was out at the store with my mom late one night, and I needed to go back and get something we forgot. I didn't know where exactly to go for it, so I had to ask a guy for help. There was a guy restocking a shelf, and to my surprise, the guy was deaf. I write down what I'm looking for, and he shows me the way. In response, I use the one and only sign I actually do know, "Thank You", I think I made the guy's night."
  • The turtle aliens in the sewer, as well as Argit, is a nod to the Teenage Mutant Ninja Turtles and Splinter.
    • Kevin unlocking one of the turtle aliens as a transformation is a nod to Greg Cipes often voicing one of the TMNT in recent years.
  • The scene where they drop Kevin out of the Heli-Carrier is a nod to Generator Rex.
  • The monster fought in the sea is a Krakken.
  • There are multiple references to Secret of the Omnitrix in the scene where Vilgax and Kevin depart from the planet.
  • The layout of Encephalonus IV takes influence from the version seen in the video game, Ben 10 Alien Force: Vilgax Attacks.
  • The entire final fight is a nod to the end of the first season of the Original Series.