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Multiverse vs. Tennyson
Season 1, Episode 11
Air date 6/17/2020
Written by XxXWTBxXx
Directed by XxXWTBxXx
Episode Guide
MvT Chapter 10: Unholy Divers
MvT Chapter 12: Enter The Void: Part 2

"Enter The Void: Part 1" is the eleventh chapter of the fan-made Ben 10 continuation, Multiverse vs. Tennyson.


"Two different times are starting to collide with one another, as villains are violently defeated and damaged mentalities are altered."


The opening scene begins with the dark interior of a pitch-black, metallic hallway, the flashing of minty-green electricity surging down from a portion of the hallway serving toward the right, followed by the audible crackling and bursting of electrical jolts, and the howling screams of someone in agony, most likely being electrocuted.


Within a dark, mechanical, laboratory-like room, kept dangling from the ceiling by his arms through metallic restraints, the ends of his antennae, tail, and hands covered with makeshift metal restraints, the gagged Lyric Livingston, covered in faint electrical burns, howls in agony, his screams followed by the cloth tightly wrapped around his mouth, as bursts of minty-green electricity are represented sent into his backside, their source revealed to none other than Bad Ben, in his Nosedeenian form, Bad Buzzshock.

The helmeted Mad Ben, alongside the casually-watching, somewhat-disgusted Nega Ben and Benzarro, watch from a distance, and as Bad Buzzshock eases up, allowing Lyric to breathe, Mad Ben demands, “ARE YOU GOING TO RESPOND OR WHAT, MR. LIVINGSTON?! YOU’RE NOT GOING TO BE THE ONE MAKING THREATS HERE, AND BAD BEN WILL BE GLAD ENOUGH TO KEEP IT UP IF YOU WANNA STAY QUIET.” in an enraged voice.

Gasping for air, Lyric, his eye bloodshot, looks over at the rusty helmet of Mad Ben and through his clothed gag, audibly exclaims, “Screw you.” to which Mad Ben, his arms crossed, merely turns toward Bad Buzzshock, nodding, as smiling like a madman, Bad Ben begins violently electrocuting Lyric again, causing Lyric to continue screaming.

After literal minutes of torture, Nega Ben, in his Biosovortian form, Nega Lodestar, uses his magnetic powers to tear apart Lyric’s metal restraints, freeing him and letting him fall to the ground. Gasping for air again, Mad Ben transforms into the metallic-armored, bandaged Feuer form of Mad Kugelblitz and proceeds to generate a pink fireball from a hand, which he begins to fire in the form of a small concentrated beam onto Lyric’s back, but opposed to burning him further, Lyric’s burns are gradually healed, additionally revealing that his several previous injures, including the bruises and compound fracture, from Albedo attacking him in Chapter 3, had been healed off-screen.

Gasping for air, Bad Buzzshock and Nega Lodestar both revert back to their human forms in minty-green and gray flashes of light, Mad Kugelblitz, standing over the gravely-weakened Lyric, speaks, “We can play this the hard way, Lyric. I played the hard way my whole life. I’ll do a damn good job inflicting on you.”

“Please… no more…” Lyric gasps, to which Mad Kugelblitz, stomping on his freshly-healed back, exclaims, “Are we going to get anymore threats from you? ARE WE?!”

“NO, FOR STARS’ SAKE, MAD!” Lyric yells out, allowing Mad Kugelblitz to remove his foot off of his back, before he reverts back to his human form in a flash of orange light, snaps his fingers toward Nega Ben, and exclaims, “Nega Ben. Send him to the barracks. Our little ‘interrogation’ is over. He’s learned his lesson.”

Nodding in response, Nega Ben primes his Gloom Watch and transforms into Nega Wildvine, extending out one of his hands’ fingers and transforming them into tendrils which he wraps around one of Lyric’s hands and wrists, and exiting the dark room, drags Lyric behind him, leaving the three other Omnitrix wielders in silence. Although Lyric wishes to speak toward Nega Ben, his state of shock and severely-drained energy leaves him silent, as Nega Wildvine suddenly tosses Lyric into a cell, transforming into the grayscale Nega Upgrade to interact with an electronic interface nearby and activate an energy field, keeping Lyric inside the cell.

Without even a word, Nega Upgrade, reverting back to his human form in a flash of gray light, begins to walk away, as Lyric finally gathers enough strength to ask, “W-What are you… going to do with me...?!” to which Nega Ben remains silent for a brief moment, before chuckling loudly, not responding to Lyric’s question, as he continued to walk away from the imprisoned Lyric, leaving Lyric alone, as he curled up on the cold metal floor, shaking in terror, as the scene slowly fades to black. White text begins to appear at the center of the bottom of the screen.


With a rapidly-panning, overhead view of the city, various civilians of the Future Prime timeline are shown fleeing in terror, as a violent brawl continues to ensue within its vacating streets. The damaged Neomni uses Fasttrack’s speed to try and flee out of the streets and escape the trio of heroes, that is Ultimate Ben, Gwen 10, and Ken 10, but is suddenly stopped with Gwen’s Petrosapien form reveals herself, punching the ground and creating a massive barrier of crystals that blocks Neomni’s attempted means of escape, revealing Gwen 10 had done the same to the other side.

As Neomni readies to face Gwen’s Petrosapien form, she’s suddenly barraged from behind with a series of extremely-strong blows, originating from a teleporting figure, as the synthetic armor covering her face is violently cracked under the force of a powerful right hook, revealing Ultimate Ben, still using Ultimate Clockwork’s powers. Neomni attempts to repulse him back with a rapidly-accelerated slash with her left arm utilizing Fasttrack’s speed, but with the immense space-time manipulation of Ultimate Clockwork, Ultimate Ben effortlessly teleports himself back, avoiding Neomni’s attack entirely.

“You’re not going anymore now. That blow I flung directly into your face just infused your body with Ultimate Clockwork’s energy. You’ve been anchored to THIS timeline, in THIS specific point. You’re not escaping this time, and I won’t stop until I’ve STOPPED YOU!!” Ultimate Ben exclaims, as Neomni, her facial armor splintered from the impact of Ultimate Ben’s force, exclaims, “ACCE-ESS: PRYPIATOSIAN-B-B.” before launching a pair of radioactive blasts from her eyes back toward Ultimate Ben, who exclaims, “BARRIER REEF!” upon striking the Ultimatrix symbol on his chest, and creating a barrier of pure energy to block Neomni’s radioactive attack.

Although the heat begins to bleed through the energy barrier, Ultimate Ben quickly exclaims, “SPEEDBUMP!” as the holographic form of said alien appears above the energy construct from Neomni’s perspective. Smashing through the barrier, Ultimate Ben charges at Neomni with groundbreaking speed and headbutts her abdomen with enough concussive force to send her off her feet, crashing to the ground.

Meanwhile, Gwen’s Petrosapien form and Ken, still transformed as Sandbox, are seen rescuing several citizens, guiding them one of the crystalline walls with crystal-formed stairs held together by Sandbox’s shapeshifting into supports for it. The dozen remaining citizens rescued, the duo turn around to face Neomni, with Gwen’s Petrosapien form confidently asking Ken, “You ready?”

“I don’t think Sandbox can get the job done…” Sandbox wimpily responds, to which Gwen’s Petrosapien form scoffs in frustration, wanders over toward him, and smacks the Omnitrix symbol on his forehead, causing him to be engulfed in a flash of white light and be transformed into his version of Gutbuster, sporting a white Omnitrix symbol on his abdomen.

“Oh, this will do better!” Gutbuster gurgles out, as Gwen’s Petrosapien form does the same, hitting the Omnitrix symbol on her left pectoral and in a flash of pink light, transforming into her Pyronite form, using her pyrokinesis carving out of the section of the asphalt street beneath her to begin hovering in the air on a makeshift terrakinetic platform, to which she begins to hover after Neomni, followed close behind by Gutbuster.

Meanwhile, Ultimate Ben and Neomni engage in a standstill, the absolute determination of the former allowing him to hold his own against the powerful android, although he was gradually starting to lean toward the losing side. Using the powers of Armodrillo, he smacks his hands into the asphalt ground and begins to violently vibrate, creating powerful tremors toward Neomni in an attempt to disorientate her. Forced to take flight upon exclaiming, “ACC-CESS: NECR-ROFRIGGIAN.” and sprouting the wings of Big Chill, Ultimate Ben refuses to stay down, quickly switching to an unfamiliar alien dubbed “KITTY KITTY BANG BANG!”, represented as a quadrupedal, hairless, long-tailed cat with pale-pink skin, slit pupils, a backside covered in rows of dark-gray stripes, and the Ultimatrix symbol located on a collar around her neck.

Revealing his power of firing gastrointestinal hairball-like projectiles from his mouth, Ultimate Ben barrages Neomni with the attacks, to which she retorts by firing a freezing mist from her mouth in an attempt to halt the projectiles, but their corrosive nature easily burned the ice away before it can form, and were able to strike Neomni several times, the final attack managing to grotesquely shatter and disable Neomni’s cracked right eye. Falling back to the ground and smashing a crater into the asphalt, Neomni quickly recovered and exclaimed, “AC-C-CESS: EVOLVED OR-ORYCTINI.” and effortlessly devoured additionally-fired gastrointestinal hairballs, and upon sprouting Ultimate Eatle’s trio of horns, fired them back in the form of an enhanced energy blast, directly striking Ultimate Ben in the chest and sending him crashing on his backside.

Suddenly alerted to the arrival of the two other heroes through Gwen’s Pyronite form’s fireball projectiles thrown at her backside, Gutbuster stood his ground, loudly retched out-loud, and inflated like a balloon, before firing a stream of adhesive sludge at Neomni, swiftly drenching her entire body and upon Gwen’s Pyronite form firing a pyrokinetic laser of thermal energy at the slime coating Neomni’s body, caused it to detonate, literally tearing Neomni apart as her torso was ripped apart at the right collar-bone.

Neomni’s partially-dismembered body crashing to the smoldering asphalt and rapidly beginning to nanomechanically regenerate, Gwen’s Pyronite form lunged off her terrakinetic platform, sending it to flying straight at Neomni and causing it to similarly explode, ensuring her time to regenerate would be greatly delayed. Gwen’s Pyronite form returns to the ground, and in a flash of pink light, returns to her home form and helps Ultimate Ben back up to his feet, revealing he was fine, thanks to again using Swampfire’s powers to regenerate, albeit the impact zone of Ultimate Eatle’s attack left his shirt singed.

“Ultimate Ben!” Gwen 10 worriedly exclaims, as Ultimate Ben raises back up to his feet, kneeling while also using Swampfire’s powers to pop his shoulder back in, and Gutbuster follows Gwen 10, to which Ultimate Ben simply clarifies, “I’m fine. Swampfire powers healed me.”

“This is INSANE! How are we supposed to beat this thing?!” Gutbuster gurgles out in frustration, to which Ultimate Ben says, “It’s a being capable of teasing death so effortlessly. It reaches its hand into the black abyss of oblivion, and yanks it back out before anything can grab and yank her in. Unless we get that virus, I don't think anything can kill her. All we can truly do is slow her down for long enough… but that doesn’t matter when she can recover faster than us.”

“So… THAT’S ALL we can do?! Just throw ourselves at this walking bucket of bolts, hoping our efforts are not in vain, until we eventually and finally make some virus that just COULD kill her?!" Gwen 10 asks, to which Ultimate Ben responds, “Pretty much. It’s either that, or allow her to dispose of every Omnitrix-wielding alternate Ben in this multiverse… which includes me, Prime, everyone.”

“Ultimate Ben, how did you beat this thing the last time?! What did you use to make it shut down?!” Gutbuster gurgles out, to which Ultimate Ben thinks, the scene briefly shifting to a flashback of the conclusion of the fight between a severely-damaged Neomni, using Ultimate Eatle’s powers, against the Ultimate-Fasttrack-powered Ultimate Ben and Bad Shock ‘N Void, who severs Neomni’s left arm, destroys her right arm, and blasts her with a massive ball of electromagnetically-enhanced void energy that causes massive damage and sends her exposed circuits into the water, freeing her to the point she was just barely able to use 4D2’s dimensional-hopping powers to escape, as Ultimate Ben speaks, “Ba- I mean, I used one of my aliens, Shock ‘N Void to shut her down!”

“Shock ‘N Void… you mean, a Daefulgur?” Gutbuster asks, as Ultimate Ben responds, “Yes!” and continues replaying the events of the fight in his head, trying to figure out how to mimic what he and Bad Ben had to do to defeat her the first time, as slowly, Ultimate Ben begins to steadily realize that her defeat was not just at the hands of being electrocuted to the point of deactivation in the waters, but something else: Shock ‘N Void’s abilities.


“An electromagnetic pulse? Wouldn’t she be able to counter that?!” Gwen 10 argues, to which Ultimate Ben, fully rising up to his feet, exclaims, “She could stop an alien like Upgrade or Jury Rigg from trying to hijack her systems, but she can’t use Feedback or Chromastone’s powers fast enough to absorb such a powerful EMP! I think this may be it! We can shut her down for the time-being!” as Ultimate Ben strikes the Ultimatrix symbol on his chest, exclaiming “SHOCK N’ VOID!” and briefly spawning the robotic alien’s hologram from behind him.

“Gwen, transform into your Transylian form! Her electromagnetic physiology and powers could aid mine!” Ultimate Ben exclaims. “Ken, stay as Gutbuster! You can slow her down with your adhesive or acidic slime, and even conduct our electrical attacks with the slime!”

As the two other heroes nod in response, Gwen 10 primes her Omnitrix and transforms into her Transylian form, which compared to Frankenstrike, had her signature blue-and-pink coloration and hot-pink eyes, a feminine outfit with her Omnitrix symbol instead on a belt around her waist, lighter shades of gray skin, different stitching patterns, and tall-standing, orange-red hair with a white streak, akin to the bride of Frankenstein, running through its left side. Ken remaining as Gutbuster, the trio face the now-fully-regenerated Neomni, who gradually pieces her fragmented torso back together, its damaged eye flickering back to life after brief moments, although dimly, exclaiming, “ACCES-SS: KER-KEROTOPS SECURITY-Y MODULE-E.” and sprouts Fanfare’s propellers from her hand.

“IT’S HERO TIME!” All three of the heroes exclaim at once, as they rush into battle. Activating Fanfare’s aerokinesis, Neomni attempts to blast the heroes back, and was semi-successful at botching Gutbuster's attempt to fire adhesive balls of slime at her. However, Gwen’s Transylian form fires a wave of lightning surging through the ground that manages to briefly stun Neomni, allowing Ultimate Ben, taking flight through Shock ‘N Void’s abilities, to fire a blast of void energy at her, to which he narrowly manages to avoid through Fanfare’s limited aerokinetic flight as she propels herself into the air and as a result of trying to juggle both the attacks of Ultimate Ben and Gwen’s Transylian form, is violently struck down by a corrosive blast of Gutbuster’s acid, sending her falling back into the asphalt, her armor bubbling and melting.

ACC-CC-CCESS: VISI-VISIONARY-Y.'' Neomni speaks, her voice malfunctioning severely, as she fires Eyezor’s laser vision from out her fully-functional left eye. Launching a blast of electrified void energy, Ultimate Ben destroys the laser blast, allowing Gwen’s Transylian form to land a sneak attack in the form of summoning hot-pink lightning from her hands, a process that causes Neomni to violently convulse, the acidic, conductive sludge still melting through her armor and amplifying the electrical attack further.

“KEEP BREAKING THROUGH HER ARMOR! A LITTLE MORE, AND WE CAN TAKE HER DOWN!” Ultimate Ben yells out, firing several electromagnetic blasts, alongside Gwen’s Transylian form continuing her blasts of lightning and Gutbuster strikes the Omnitrix symbol on his abdomen, morphing in a burst of white light into a bipedal, four-armed, snake-like humanoid with dark-purple scales, a cream-colored scaly underside, two-fingered hands, a long neck, a extended snake-like tail in place of a lower-body, an outfit consisting of a four-sleeved, black-and-white shirt, and the Omnitrix symbol on his forehead, which Ken dubs, “SNAKEPIT!” before lunging at Neomni, smashing her with his massive tail, back down into the asphalt in her attempts to sluggishly get back to her feet.

“PERFECT! GWEN, BRACE YOURSELF! YOU’RE OUR EMP GENERATOR!” Ultimate Ben exclaims, landing back on the ground and grabbing ahold of Gwen’s Transylian form’s conductors. Although confused that she was ‘the EMP generator’, she soon realizes what Ultimate Ben means, as she readies a powerful lightning blast from her hands. Neomni smoking and dripping with melted metal, Ultimate Ben blasts Gwen’s Transylian form with electromagnetism, allowing her to rapidly absorb the electrical energy and within a powerful strike of the ground, releasing a concussive lightning wave, triple in size, toward Neomni, violently electrocuting her systems as they begin to literally go haywire.

Neomni paralyzed by the attack, Ultimate Ben leaps into the air with Shock ‘N Void’s flight and holds one arm back behind his head, using the other to exclaim, “DINOSWORD!” and within an instance, slash his hand, as if it was Dinosword’s arm blade, straight through Neomni. Gwen’s Transylian form, exhausted by the powerful attack, and Snakepit stare in anticipation, as slowly, Neomni’s face begins to vertically split apart, followed by her entire torso and pelvis being bisected, oozing caustic fluid and discharged electricity, as the two halves of her destroyed body smash into the ground below her, as the glow in each of her halves’ eyes slowly fades to a bleak blackness, her critically-overloaded systems shutting down.

“You… you did it…” Snakepit remarks, amazed, to which Ultimate Ben, his hands on his hips, simply says, “WE did it. I couldn’t have done it myself.” as the two others, both reverting back to their human forms in flashes of pink and white light respectively, seem to be on the verge of bursting out in excitement, but instead simply collapse onto the asphalt, exhausted and groaning, to which moments later, Ultimate Ben nearly does the exact same, muttering under his breath, “...we did it… we did it…”

Still on high alert, Ultimate Ben turns around, alerted to the presence of a glowing-blue portal forming a good distance behind him. Showing signs of extreme exhaustion, Ultimate Ben panics, under the belief the portal was another space-time anomaly, and stumbles back up to his feet, weakly hitting the Ultimatrix symbol on his chest, gaining the powers of his umbrakinetic alien, “NIGHTHOWLER!” as slowly, a cane-wielding figure begins to emerge from the portal…

...and it was none other than Professor Paradox, much to Ultimate Ben’s relief.

“My, my, did I miss something important?” Professor Paradox asks, as suddenly, another figure, albeit sprinting, rapidly emerges from the portal to the side of Professor Paradox, revealing himself as a panicking Ben 10,000, who exclaims, “KENNY?!” and quickly locates his unconscious body on the ground. Rushing over and quickly helping him up, he’s similarly relieved that Ken is not unconscious, just greatly exhausted, as he utters, “...oh, hey, dad…”

“What did I tell you about running off like that?!” Ben 10,000 worriedly exclaims, to which Ken exclaims, “It’s fine. I was Buzzshock. It’s like, physically impossible to actually hurt Buzzshock.” while Ben 10,000 looks around at the damaged streets and asks, “...what the hell happened here? Are those walls made out of Diamondhead crystals?!”

“She came back… we won... we deactivated her…” Ultimate Ben groans out, as Ben 10,000 soon discovers the destroyed, semi-melted body of Neomni, uttering, “Oh my god.” under his breath, before asking, “You… you three did this?! How?!”

“Electromagnetic pulses. We overloaded her systems until she shut down, atop of making sure once she reactivates, it’ll take a long while for her to regenerate back together.” Ultimate Ben responds, managing to stumble back up to his feet. “I suggest we scatter her halves, one in one dimension, and another in another dimension.”

“Rightfully so… I didn’t even know an EMP could be strong enough to fry Neomni’s systems…” Ben 10,000 responds, impressed. “Would you like to do the honors?”

Nodding in response, Ultimate Ben approached the destroyed body of Neomni and smacked the Ultimatrix symbol on his chest, prongs emerging from it, before exclaiming, “ULTIMATE CLOCKWORK!” and holding out his hands, manipulating space to gain a form of pseudo-telekinesis and begin raising the two halves of Neomni’s deactivated body. With a snap of both of his hands, a pair of portals form, one each engulfing their respective half of Neomni, and with that, Neomni is gone.

“So, he IS a thing, huh…” Ben 10,000 mutters under his breath.

“All done. She’s most likely going to return from that, but I highly doubt she won’t be coming back anytime soon.” Ultimate Ben comments, as Professor Paradox says, “It appears that you three have temporarily defeated the anomaly-manifesting android. That situation is perfect, because… we have an alternate situation on our hands…”

“Alternate? What are you talking about, Professor Paradox?” Ben 10,000 asks, as Professor Paradox responds, “A situation in the year of 2022, within this specific timeline. I’m unsure of many details, but it appears something unfamiliar and uncharacteristic is happening as a result of the feedback of one of the space-time anomalies. Your younger self and several of his allies are fighting some sort of villain, right within Bellwood.”

“So, wait, you’re saying one of the anomalies has slightly shifted my timeline around, and is the catalyst for me and a bunch of my allies when I was younger fighting some villain in the middle of Bellwood?!” Ben 10,000 asks, confused, to which Professor Paradox nods in response, stating, “I’m afraid it appears to be a serious matter. We must attend to it.”

“Very well.” Ben 10,000 responds, as he turns to face Ultimate Ben and asks, “You still got enough juice left to make a portal through time and space? Professor Paradox will lead the way.” and in response, Ultimate Ben uses Ultimate Clockwork’s powers to manifest a massive swirling portal before them. As Professor Paradox enters first, Ultimate Ben follows, and Ben 10,000 heads after him, but stops when he realizes Ken was close behind, alongside Gwen 10.

“Kenny?! No, Kenny, you can’t come along! This is too much of a serious situation!” Ben 10,000 exclaims, as Ken responds in protest, exclaiming, “But, dad, I literally just took down a A-list villain! I mean, I had help, but my assistance paid off! Neomni’s destroyed right now!”

“He has a point.” Gwen 10 clarifies, to which Ben 10,000 groans in response, utters, “Fine… but stay close behind…” and finally enters through Ultimate Clockwork’s portal, gradually followed by both Ken and Gwen 10, as the portal quickly closes behind them, leaving Omnitrix City’s streets entirely empty now, besides a familiar, fedora-wearing figure sitting on a bench nearby, revealing a holographic newspaper, as the scene slowly fades to black. White text begins to appear at the center of the bottom of the screen.


YOU WILL NOT DEFEAT ME AGAIN, TENNYSON!!” Albedo roars, utilizing his telekinetic Ultimate Albedo powers, a mighty red energy emitting from the rectangle-pupilled Galvan eyeball on his forehead, to lift several masses of rocky rubble that his fight with Ben Prime and his allies have generated, before terrakinetically launching the attacks toward Ben Prime, who, transformed as Ball Weevil and standing atop a globule of plasma, growing larger the more absorbed rubble he begins to pick up, swiftly jumps out of the ways of the launched attacks, before firing several plasma balls from his beak in an attempt to stun Albedo, which is successful and allows Gwen to swoop in from behind Albedo.

“WHAT?!” Albedo yells in shock, as Gwen reveals herself, now sporting bright-purple skin, both glowing bright-pink-and-white eyes and hair, and black-and-blue, fabric-comprised clothes resembling her casual outfit, albeit stylized with a belt possessing her recognizable cat’s-head symbol and a similarly, cat-like mask covering her entire face. Uttering a spell of “IGNIS JACULATOR!!” and firing a beam of flames from her hand, Albedo screams as his uppermost right arm’s plant-like exterior is charred to a crisp, forcing him to stumble back and regenerate his damaged limb.

“DON’T MAKE ME FIGHT YOU, ALBEDO!” Gwen exclaims, glowing mana emitting from her hands, as Albedo wails out, “You think I’m afraid of YOU, ANODITE HYBRID?!” before a series of ectokinetic energy spikes from his hand, to which Gwen yells out, “CONTEGO!” and summons a barrier of mana energy to deflect his attacks. Turning to face Ball Weevil, Gwen exclaims, “BEN! OFF THE PLASMA ORB! I’M GONNA THROW IT!”

Upon Ball Weevil launching off the plasma orb, Gwen chants, “AUTEM FORCEMS!” and telekinetically lifts the massive glob of plasma into the air, before throwing it at Albedo, who merely stares in shock, as the globule explodes violently in an eruption of green smoke upon contact with him. However, Albedo reveals he was unscathed through spawning a massive shield of nuclear energy around him, which he quickly lowers, as Kevin, armored with asphalt and returning back into the battle, exclaims, “HE TANKED THAT WHOLE BLAST?!”

“Nuclear energy shields… he’s got Atomix powers!” Gwen clarifies, as Ball Weevil remarks, “Well, yeah! He looks like a walking anatomy lesson of the Ultimatrix!” before using one of his insectoid legs to poke the Omnitrix symbol around his neck and transform in a flash of green light, as Albedo begins rushing at the heroes, ready to fire a blue-pyrokinetic blast, only to find himself suddenly slammed against the ground.

“What?” Ben Prime’s unknown transformation curiously asks, as the view shifts to reveal it was the massive Gravattack. “You don’t like it when that trick is used on you for a change?”

Activating his enhanced degree of gyrokinetic powers, Albedo begins to rapidly overwhelm Gravattack’s gravitational field of mass amplification, managing to quickly break free despite Gravattack’s best efforts to keep him down. However, suddenly, Albedo freezes upon hearing something burrowing through the ground beneath, and within an instance, a fist of pure hair bursts out from the rock and socks Albedo in the face, its origin revealed to be Fuzzy Wuzzy, Ben 23’s version of Mole-Stache.

“HUZZAH! FUZZY WUZZY, THE MOST PRIM AND PROPER ‘SCRUFFIAN’ TO EVER LIVE!” Fuzzy Wuzzy exclaims, as Gravattack asks, “I thought you didn’t have that guy, 23.” to which Skurd 23, resting atop the Hero Watch symbol around his belt, clarifies, “Not until 2 days ago.”

Suddenly thrown back by an electrokinetic blast of red electricity from Albedo, combined with his enhanced gravitational powers to finally free him from Gravattack’s powers, Fuzzy Wuzzy extends out the ends of his mustache into a pair of fist-tipped arms, which he uses to push himself off the ground and avoid Albedo striking where he was standing moments.

“SKURD!” Fuzzy Wuzzy exclaims, as Skurd 23 quickly responds, “I got you, master!” and extends his slime to the ends of Fuzzy Wuzzy’s mustache, forming a pair of mace-shaped weapons formed from Charcoal Man’s rock and flames, which he uses to sock Albedo over the head and quickly engage in fisticuffs.

“I can’t believe it… he’s even stronger than Gravattack!” Gravattack exclaims in disbelief, to which Gwen asks, “Ben, what does he mean by ‘again’? You’ve beaten him before, recently that is?” to which Gravattack nods in response and shocked and confused, Gwen exclaims, “What’s stopping you from beating him again?!”

Gravattack’s rocky face contorts inwards when remembering the conclusion of the previous battle, how Ultimate Kugelblitz unintentionally and violently killed Albedo with his powers, and how he was forced to use Triedge to imbue his nigh-dead corpse with life-force to bring him back. Semi-traumatized by the event, Gravattack exclaims, “NO! NOT LIKE HOW I DID BEFORE!” which shocks Gwen and Kevin, the latter asking, “What… did you do to him?”

“I went Ultimate.” Gravattack simply clarifies, before morphing in a flash of green light and transforming into Snare-Oh, as he exclaims, “I don’t want to fight him! I just need to RESTRAIN AND CALM HIM DOWN!” and extends out his bandages.

“I say, come on then, you spider-eyed monstrosity! Fuzzy Wuzzy will wax the floors with you!” Fuzzy Wuzzy snaps at Albedo, violently striking him with his Charcoal-Man-enhanced mustache fists, surprisingly managing to get a few decent blows on him and still be nimble enough to avoid his slashes and punches. Enraged, Albedo releases a sonic scream from his mouth, prompting Skurd 23 to suddenly form a pair of Copy Copy, Ben 23’s version of Echo Echo, headphones over his ears.

BLASTED SLIMEBIOTE!!” Albedo yells out-loud in frustration, as Fuzzy Wuzzy asks, “Hm? What was that now?” and prompting Albedo to extend out his mace-tipped tail, enhancing the end with cosmic energy, as he begins to repeatedly swing at Fuzzy Wuzzy in attempts to hit him. However, halfway through one strike, one of his arms was suddenly snagged by Snare-Oh’s bandages, as he turns to face its origin and yells out, “TENNYSON!!

“DON’T! PLEASE, STOP FIGHTING! I DON’T WANT TO DO WHAT I DID LAST TIME!” Snare-Oh exclaims, to which Albedo, his face maniacally contorting in a grimace, exclaims, “Why not?! You seemed to love the pain you were inflicting on me, especially what you did to finally DEFEAT ME!” as mid-sentence, he grapples one of Snare-Oh’s bandages and swiftly pulls him forward, rapidly slashing Snare-Oh to ribbons with his wrist-claws, leaving his defenseless, disembodied mask laying on the ground. Raising his cosmic-energy-enhanced tail, he attempts to squash it, but the mask is quickly pulled out of the way through Gwen’s mana constructs.

“I GOT YOU, BEN!” Kevin exclaims, leaping into battle in place of the defeated Snare-Oh, and forming a rocky shield out of his forearm, to deflect a beam of ice fired out of Albedo’s mouth, forming a serrated blade from his other arm’s hand and slashing him across the face, drawing discolored alien blood. Snarling, Albedo swiftly heals his wound and blinded eye, and begins to brawl with Kevin, primarily using his tail, now enhanced with cryokinetic energy and forming ice with each impact, as a weapon to trade blows with Kevin.

Meanwhile, Gwen uses her mana constructs to recover the ripped-up pieces of Snare-Oh, one of which containing his Omnitrix symbol, as she clumps them up in a piece, alongside Snare-Oh’s mask, and strikes the symbol, reverting back to Ben Prime to his human form and restoring him. Groaning, Ben Prime stumbles back to his feet, as Gwen, with a worried tone, asks, “...Ben, what happened last night?”

“I went too far.” Ben Prime merely clarifies, attempting to dial up a new alien, but is suddenly stopped by Gwen grabbing his arm and asking again, “What did you do?!” as breathing densely, Ben Prime merely says, “I needed Triedge to fix him… if I was a second too late, he would have done nothing to help him…”

“You…” Gwen responds, with a horrified look of realization. “ killed him…?!

“I had to… nothing I used could start to wear him out… he showed signs of exhaustion, but he was absolutely relentless… what I did was entirely unintentional, and I wished I just… USED RAINBOW CONNECTION TO CALM HIM DOWN!” Ben Prime responds, yelling in frustration of his last statement, as Gwen exclaims, “But… you can still do that, can’t you?!” to which Ben Prime coldly responds, “Because it won’t change his mind. If I pacify him with Rainbow Connection’s abilities, he’ll know, and it’ll only make him trust me even less.”

Meanwhile, Kevin, his form currently a composite of asphalt and concrete, the latter to replace the asphalt armor Albedo’s attacks were starting to break away, socks Albedo across the face with a concrete-formed hammer manifested out of his left hand, while Skurd 23 retracts both of Fuzzy Wuzzy’s augmentations and slams his squishy body into the Hero Watch symbol around his belt, transforming him into the greyish-cyan-skinned Dino-Mighty, his version of Humungousaur, as he exclaims out, “OH YEAH, I’M DINO-MIGHTY!”

“DINO-MIGHTY… WITH A TWIST!” Skurd 23, resting atop the Hero Watch symbol’s rim, exclaims, as he extends his slimy body outwards and forms a pair of bright-blue-highlighted braces from around his forearms, belonging to that of his version of Nanomech: Teeny-Weeny. Granted his bio-electrokinetic capabilities, Dino-Mighty uses them to enhance his roar, launching a powerful, bio-electrically-infused roar that smashes straight into Albedo, sending him smashing into a tree, literally snapping it in half with the collision of his weight.

“Ben, you have to stop him! Not even our best efforts can take him down! He just keeps getting back up!” Gwen proceeds, as Ben Prime grows more and more panicked, before eventually staring forward with a deadset gaze, “I can’t end this abruptly! I HAVE TO DEFEAT HIM FAIR AND SQUARE! IT’S WHAT HE WANTS ME TO DO!”

Quickly lunging back up to his feet, Albedo screeches with rage, as he flings a series of napalm bombs from his right upper arm at Kevin and Dino-Mighty, which the former unintentionally withstood, destroying much of his asphalt/concrete armor and sending him flying back, but however, he was caught by Dino-Mighty, who weakly thanks him. Albedo, fully recovering all of his previous injuries, launches several energy spikes toward Dino-Mighty, who uses one of Teeny-Weeny’s braces’ bio-electric discharge to deflect them back. Seeing no progress with his attack, Albedo fired a nuclear blast from one of his arms, an attack that did more damage and began to push Dino-Mighty, forcing Skurd to transform his right brace into the dark-purple, wart-covered skin of Ben 23’s version of The Worst, humorously dubbed Mr. Potato, which was invulnerable enough to be used as a shield to withstand the nuclear blast.

“You couldn’t go with a Grindstone Man shield?!” Dino-Mighty exclaims, as Skurd 23, manifesting atop his right bicep, exclaims, “Mr. Potato’s skin is indestructible! Your mutated frenemy here can’t burn or irradiate through it! Grindstone Man’s crystals are vulnerable to his sonic scream!” before suddenly, Kevin, having snuck behind Albedo and absorbed the bark of the broken tree, forms a razor-sharp, wooden blade from his hand and slashes at Albedo’s ankle, causing him to scream in pain and halt his attack.

“HIT HIM!” Kevin yells out, as Skurd 23 retracts both of his augmentations and spawning a new one, manifests Public Eye’s bright-blue eyeball all over Dino-Mighty’s scaly body, that he seals all of them and forms a gigantic eyeball from Dino-Mighty’s sternum, which distends outwards atop exposed optical nerves and fires a massive energy beam at Albedo, which sent both Albedo, from the force of the attack, and Dino-Mighty, from the recoil of Public Eye’s energy blast, flying back, with the former sent through smashing through several wooden fences and the latter sent flying back into the front lawn of Ben Prime’s house, groaning, as Skurd 23 retracts Public Eye’s eyeballs.

“Uggghhh… Public Eye packs a wallop.” Dino-Mighty groans, as Skurd 23 corrects him, stating, “Correction, master. I pack it. I’m THE dollop with the wallop.” as the Hero Watch times out, reverting Ben 23 back to his human form, as the rest of the heroes, including Ben Prime, Gwen, Kevin, who managed to avoid Public Eye’s attack, and Ben 23, begin to regroup together.

“Did… did that work?” Kevin asks, looking through the fences Albedo had crashed through, albeit clouded by smoke. Suddenly, the scaly, plant-coated right hand of Albedo emerges, grabbing onto the ground and dragging himself as alien blood oozes down his wounded bicep. As Albedo, spitting up broken teeth, rises back up to his feet, he exposes the massive crater burned through his chest, its surrounding wounds cauterized and pulsating, as the group stare in horror, with Skurd 23 bluntly remarking, “Ah, nevermind then, Public Eye does indeed also pack a wallop.”

Activating Ultimate Swampfire’s abilities, Albedo gradually restores the hole burned through his entire chest, his wounded arm, causing it to fire out the shards of wood lodged to his bicep, and upon baring his jaws in anger, his missing teeth. Dropping on all fours, Albedo screeches with anger, his eyes glowing with red energy, as he rushes at the heroes, who ready themselves, Ben Prime transforming into Eatle, Gwen summoning mana from her hands, Kevin turning his hands into wooden mallets, and Ben 23 tinkering with his Hero Watch, attempting to ready it again, only for Skurd 23 to sigh and interact with it, manifesting liquid metal tendrils made from Techno-Bubble’s body to enhance it to a very minimal point, just enough for it to recharge and allow Ben 23 to transform into Copy Copy.

Reeling his clawed arm back, Albedo slashes at the group…

...and is violently thrown by a telekinetic force, smashing him into the middle of the street.

“Hey.” A familiar female voice speaks out, as the four heroes turn around to face none other than Eunice, who was utilizing the telekinetic powers of MindMatter, as she speaks, “Help’s arrived. Hot and ready.” and steps out of the way to reveal both the battle-ready Dr. Blurakami and her newfound ally, the Cosplayer-wielding Jen Tennyson. Eatle and Gwen stare with a look of shock, but soon relief, as Kevin and Copy Copy equally stare in confusion.

The group’s numbers now greatly expanded, Albedo gradually recovers and stumbles back up to his feet, his face contorting and revealed to have been sliced wide enough on the broken asphalt, exposing a sliver of his skull’s left cheek-bone and several upper-teeth. Flickers of red electricity surging through his cranium, Albedo’s eyes rapidly twitch upwards and downwards, as his Ultimate Swampfire abilities begin to restore the scarred side of his face.

“Ben, you have a SISTER?” Copy Copy asks, to which Jen merely responds with, “Sister at heart… but no, we’re not related.” and reveals her shapeshifting by peeling back the humanoid features of her face, although retaining her human identity’s skin and overall likeness, exposing her true alien form’s facial structure, additional pair of eyes, and mandible-like jaws, filled with tiny, serrated teeth.

“Since when did you adopt the look of an actually-charming-looking Ben?” Kevin asks, chuckling, only to stop when Eatle elbows him in the ribs. Sensing Copy Copy’s confusion, Gwen clarifies, stating, “This is Calypso. Ben rescued some evil shapeshifter from Albedo when he was 16 years old, turned her into a massive fangirl, and now she has her own Omnitrix, as what both of them regard as a ‘co-protector of Bellwood’...”

“And a proud one at that, but... then again, I am-” Jen responds, reverting her facial structure back to her human one, before she’s suddenly cut off by a loud, menacing, “YOU…” as her sudden reaction to it prompts the rest of the group to face the bloodied Albedo, as he repeats, “YOUUU...” while being surrounded by crackling electricity.

“He is not looking well.” Kevin comments, as Dr. Blurakami yells out, shocked, “Albedo… what’s happening?!”



“You KILLED HIM?!” Kevin yells in shock, as Eatle stares in terror at Albedo’s full-blown mental breakdown, as he continues, “YES! YES, HE DID!! AND I WISH HE LET ME DIE!!!


“Look who’s talking.” Eunice bluntly responds. Dark clouds begin to form in the sky.

Albedo’s face twists further into a state of anger, eventually collapsing inwards into a look of misery, as he slowly turns to face Eatle again, asking, “This is what you want, right, Tennyson? You don’t want the true Albedo underneath… you only want the angry, horrific, mindless monster I still am… you want AMALGABEDO?!

“That’s not TRUE!” Eatle retorts, as Albedo merely responds, portions of his face unraveling outwards, his tone sinister and almost heartbroken, “ never cared about me… you’re just like THEM… the Higher-Ups… and now I discover the only individuals who I truly care for HAVE NOW TURNED AGAINST ME!!

Albedo begins to burst into dark, viscous tears. The clouds grow denser.



“ALBEDO-!” Dr. Blurakami yells out, horrified by Albedo’s outburst and trying to approach him, to which an enraged, uncontrollably-weeping Albedo screams, “I… CAN’T… TAKE THIS ANYMOREEEEEEEEEEEE!!!” and launched a sonic scream so concussive and volatile that it shattered the asphalt ground around him and either cracked or ruptured every glass window within a 50-meter radius of him. Several of the heroes thrown back, Eatle, Copy Copy, and Jen all hesitatingly jump into action, with Dr. Blurakami holding her hand out and exclaiming, “ALBEDO!!” once again.

“BEN… WHAT’S GOING ON?!” Jen yells, dialing up her Cosplayer and noticing the dense, dark-gray clouds in the sky, but doesn’t receive a response, as Eatle is violently thrown back by a blast of freezing flames emitting from Albedo’s mouth. Copy Copy rushes toward him, splitting into two, then four clones, before emitting a piercing sonic scream from each of them, although even the combined strength of all four of them, wasn’t enough to overpower Albedo’s own sonic scream, which he used to effortlessly throw Copy Copy back, destroying all but one of his clones. Albedo, his eyes filled with malice and sorrow, rushes at Copy Copy, forming an ectoplasmic blade from his left hand, and slashes down at him, to which he was suddenly pulled away from Albedo’s attack by an invisible force revealed to be Eunice’s mimicked telekinesis.

Eatle, ice clinging to his body, suddenly clashes with Albedo, failing to ram him with his horn and instead slamming his palms into his middle set of arms, as the two of them lock palms and attempt to push one another back, Eatle’s grip on the ground preventing him from being overwhelmed and fully pushed back by Albedo’s vast mutant strength.


ADMIT IT… I’M JUST AN EMBARRASSMENT TO YOU!!!” Albedo screams out, launching a pair of sonic blasts from exposed sonic disks on his palms, throwing Eatle back, as he tore out and threw several napalm bombs from his forearms at him, which are quickly intercepted and blocked by a magnetic forcefield generated by Jen, now transformed as Lodestar. Albedo screams out, his sonic disks emerging before they all suddenly begin to spray a gaseous substance revealed to have blinding properties: tear gas.

Those standing on the sidelines quickly retract back, as Eatle suddenly strikes the Omnitrix symbol on his chest, becoming a large, green alien with a few, albeit minor physical similarities with Shellhead, being a large bipedal turtle with an armored shell on his backside, while also possessing eight large hole-shaped openings on the front of his torso, or rather the underside of his turtle shell, his flat turtle-like head emerging from a ninth hole in place of a neck, with black stripes under his eyes, large flipper-like arms with three, retracted claw-like fingers, stubby legs with three-toed feet, large, brownish spots on his shoulders and thighs, and the Omnitrix symbol on the center of his chest, in between all of his holes, which Ben Prime reveals the name of said alien as “TERRASPIN!!

Levitating upwards and revealing his aerokinetic abilities, Terraspin straightens his arms, flattens his legs together, and retracts his head, before beginning to rapidly rotate his fins and blasting powerful winds from each of the holes lining his chest, essentially turning himself into a giant fan, enough to quickly blow away Albedo’s tear gas and start to disorientate him, which he retorts by at first, failing to lob a blue fireball, before eventually activating his gyrokinetic powers to begin immobilizing Terraspin’s rotation.

Seeing this, Lodestar suddenly strikes the Cosplayer symbol on her chest with her claw, causing it to sprout its eight, miniscule prongs and begin rapidly transforming her entire body, Lodestar’s yellow patterns turning blood-red and abstract in shape. Her body growing denser and more “muscular”, her limbs disconnect from her body, beginning to levitate at the hips and wrists, as she gains thicker claws, longer legs with spiked points in place of feet, a much larger left shoulder-spike, and a head possessing a more-“rusted” complexion, with angular eyes and the addition of curved spikes, the left one arching much higher than the right one, to which upon completion, she levitates upwards and exclaims, “ULTIMATE LODESTAR!!

Activating her enhanced magnetokinesis through gigantic magnetic waves emitting from her claws, Albedo halts his attack upon realization of his body becoming rapidly magnetized. Sensing this opportunity, Gwen chants a spell of “METALLUM CREANDUM!!” and begins to rapidly manifest large masses of magnetic metal from within mid-air through her spell, which are quickly drawn toward the magnetized Albedo and proceed to violently smash into him, gradually starting to restrain him.

Copy Copy returning to the battle, he splits into a trio of clones and launches three sonic screams at him, briefly deafening Albedo, as he suddenly begins to upchuck a green bile from his mouth, rapidly corroding through the blocks to free himself. Ultimate Lodestar’s magnetization continues to grow stronger, as Ben Prime’s car begins to be dragged toward Albedo, eventually flying off the ground and at Albedo, which he simply uses his gravitational powers to rip apart to prevent from hitting him, throwing the two halves at Copy Copy’s clones, destroying them and finally forcing Ben 23 to revert back to his human form, and Ultimate Lodestar, which she uses her revealed tri-magnetism to throw it out of the way.

“JEN!” Terraspin yells out, as Ultimate Lodestar responds with, “Sorry, Ben! I’ll fix it with Jury Rigg later! No worries!” before she’s suddenly grabbed by an ectokinetic energy construct in the shape of a massive hand formed by Albedo, attempting to crush her in its grip, to which he simply manifests a tri-magnetic field to rip the energy construct apart and fling Albedo back.

“ALBEDO, STOP IT! YOU CAN DEFEAT EVEN ME!” Ultimate Lodestar exclaims, as Albedo, rising back up to his feet, yells out, “I… DON’T... CARE ANYMORE!!” and letting out a war-cry, rapidly coats his body in hardening ectoplasm to form a spiked shell, and taking on a spherical form, begins to rapidly roll toward Ultimate Lodestar, rapidly firing out energy spikes from his shell at Ultimate Lodestar, bombarding her with attacks. Terraspin attempts to use his aerokinesis to slow Albedo down, but is unsuccessful and as a result, is violently struck down by Albedo, slamming him into the asphalt.

Retracting inside his turtle shell, Albedo exits his spherical mode and begins rapidly ramming his shell with his fists, exclaiming, “GET OUT OF THERE, YOU COWARD!! FACE ME!!” and in a sudden flash of green light, Terraspin morphs into Mole-Stache and begins to rapidly dig underground to escape Albedo. Meanwhile, Ben 23 begins to recover, helped up by Eunice, and notices the now-rampant thunderstorm and howling winds in the dark-gray sky, albeit without a sliver of rainfall.


“I HAVE TO STOP ALBEDO BEFORE HE STARTS SENDING SPACE LIGHTNING DOWN ON OUR HEADS!” Ben 23 exclaims, beginning to switch through his Hero Watch’s sections, as Skurd 23 suddenly reappears and asks, “Perhaps, Nighty Knight may do the trick against him!”

“I’m afraid that won’t work. He woke back up just moments later when I used your master’s Nemunia form’s powers on him.” Eunice says. “He won’t let anything just easily take him down. His determination and concentration is monumental. Very little is going to stop him.”

“Ah, well, that complicates things.” Skurd 23 responds, as Ben 23 finally selects a seemingly-suitable alien in the form of Handy Man’s blacked-out silhouette, but before he can activate it, he’s suddenly stopped by Skurd 23, who exclaims, “Master, Tetramand strength will not work against him! He effortlessly overpowered your ally’s Galilean form earlier!”

“Then I’m REALLY needing some ideas here, Skurd!!” Ben 23 retorts, as Skurd 23, getting an idea, rotates the dial of the Hero Watch’s primed core, lands on an unknown alien silhouette, and slams down on the core, transforming Ben 23 into Copy Copy again, to which he exclaims in an annoyed tone, “SKURD! COPY COPY WON’T WORK! ALBEDO’S SCREAM IS STRONGER!!”

“His Sonorosian powers are not the reason why I transformed you into him! Duplicate into three clones!” Skurd 23 responds, as Copy Copy does just so, forming a trio of clones. “Now, all three of them smack down on the Hero Watch symbol to transform! ALL THREE AT ONCE!”

“Wait, I know what you’re doing! You’re going to switch to a different alien all at the same time, so instead of just reverting you back into one, it creates THREE different clones of 23!” Eunice responds, to which Skurd 23 responds with, “PRECISELY! I wasn’t sure the Hero Watch itself contained this loophole, but after some personal investigating, it appears to be possible! Now, I can only be on one clone at a time though, so make sure you don’t get anything bad!”

“That’s… not really in my control… but ALRIGHT!” The Copy Copy clone Skurd 23 was atop responds, as all three of the Copy Copy clones suddenly smack their palms down on their Hero Watch symbols at once, causing them each to emit flashes of blue light and begin morphing into varying silhouettes, one becoming the stark-white Freezeghost, another becoming the Murk version of Vomit Man, possessing darker, spotted skin, differently-shaped eyes, an underbite with large bottom teeth, and shorter tail, and the final one becoming his version of an unfamiliar alien; a large, hulking, bulbous, bluish-white-skinned rolly-polly-like alien with his face atop the front of his torso, sharp teeth, broad shoulders, large dark-blue bolt-like platings covering his backside, shoulders, forearms, and hips, stubby, four-clawed hands atop fat arms, a black stripe across his chest and abdomen, a much shorter one emerging from his “forehead”, and the Hero Watch symbol on the center of his forehead, an alien dubbed Cannonbolt, but in Ben 23’s case, alternatively dubbed Rollaway.

FREEZEGHOST! VOMIT MAN! ROLLAWAY!” Each of the clones respectively exclaim upon transformation, with Skurd 23 revealed to be atop the Freezeghost clone, stretching his slime up his upper-back and down to his forearms to grant him the tower conductors and armored gauntlets of Lightning Volt, Ben 23’s version of Frankenstrike. The three clones leap into battle, as Ultimate Lodestar continues to face off against Albedo, each trading rapid blows with one another.

Despite Ultimate Lodestar’s enhanced magnetokinesis, tri-magnetism capabilities, and determination, Albedo soon proves himself victorious, as he uses a combination of his wrist claws, infused with his nuclear energy, and his cosmic-energy-enhanced tail mace to violently smash apart Ultimate Lodestar’s body into fragments of metal, eventually ripping her apart, grabbing her levitating head, and smashing it straight into the asphalt ground, forcing her to revert back to her human form.

As Jen lays on the ground, Albedo stands over her, remarking, “I should have left you to rot within 13’s possession, you traitor.” before raising his arms upwards in an attempt to slam them down onto Jen, but was suddenly intercepted with a blast from Vomit Man, causing him to stumble back in shock and grip his sizzling shoulder, before Rollaway, within his spherical transformation mode, rapidly begins to roll towards him.

His form no longer magnetized by Ultimate Lodestar, Albedo faces off against the three Ben 23 clones, first spewing acidic sludge from his mouth to corrode Rollaway’s ground and cause him to spin out and clumsily collapse. Vomit Man’s continued attacks of devouring hunks of rubble and spitting them at Albedo force him to project blasts of ice from his hands, eventually trapping Vomit Man within a petrified mass of ice, as Albedo turns to face Freezeghost, who barrages him with a combination of Freezeghost’s cryokinetic ice projection and Lightning Volt’s lightning blasts, forcing Albedo to fire several nuclear blasts toward Freezeghost, although he effortlessly avoids the attacks through his intangibility, and responds with blasting Albedo straight in the face with a blast of lightning, leaving electrical burns across the middle of his face.

MY TURN.” Albedo sinisterly responds, regenerating his burned face, as suddenly, crackling, bright-purple lightning begins to shoot across the storm clouds forming above the streets. As Rollaway and Vomit Man quickly recover, the former stomping back up to his feet and the latter spewing acidic vomit to melt out of his icy tomb, Albedo conjures the cosmic lightning within the clouds above him, and his entire body surging with cosmic energy, a crackling bolt of cosmic lightning shoots downwards, directly striking Freezeghost.

GGGAAAAAAHHHHHHHH!!!” Freezeghost screams out in agony, as eventually, he collapses to the ground, weakened and unconscious, as he loses Skurd 23’s augmentations and reverts back to his human form. Although Skurd 23 tries in vain to wake Ben 23 back up, it’s futile, as Albedo approaches the unconscious clone of Ben 23, commenting, “That loophole in the Omnitrix still exists, huh… quite interesting…” before transforming his right hand into Ultimate Humungousaur’s gatling gun and pointing it downwards at Ben 23.

“ALBEDO, STOP!” Dr. Blurakami suddenly calls out, causing Albedo to halt as his attack and turn to face her, using her enhanced speed, passing the semi-unconscious body of Jen and the still-recovering Rollaway stumbling back up, she approaches Albedo, pleading, “Albedo… PLEASE! NO MORE! HOW MANY PEOPLE MUST YOU INFLICT YOUR PAIN ONTO?!”

I TOLD YOU FOOLS PRIOR THAT I DON’T W-WANT TO DO THIS-S!!” Albedo screams out, his voice stuttering unnaturally like prior to his resurrection, to which Dr. Blurakami snaps back, yelling in a flustered tone, “THEN WHY ARE YOU STILL DOING IT?! YOU HAVE OPTIONS!! WE’RE GOING YOU CHANCES!! WE’RE NOT LETTING YOU BACK INTO THE HANDS OF THE REHABILITATION FACILITY!! IS THAT NOT A GOOD ENOUGH IDEA THAT WE’RE NOT GOING TO STAB YOU IN THE BACK?!”

IT’S N-NOT ABOUT BE-BE-BETRAYAL ANYMORE-RE… IT’S AB-ABOUT THE PEO-PEOPLE TENNYSON-N HAS S-STOLEN FR-FROM ME... TH-THE PEOPLE WHO MA-MA-MATTERED TO ME THE MOST... EU-EUNICE… CAL-CALYPSO… Y-YOU A-ALL USED TO BE ON M-MY SIDE-DE...” Albedo screeches back, his voice distorting as electricity discharges from his cranium and his eye flicker back and forth within their sockets, his pupils periodically vanishing as his eyes rapidly roll upwards and downwards, as Dr. Blurakami yells, “THEN DO WHAT YOU THINK IS RIGHT! KILL 23, IF YOU TRULY THINK IF IT MAKES YOU FEEL BETTER!! HE ONLY WANTS WHAT’S BEST FOR YOU, JUST LIKE ME!!”

As Ben 23 struggles back to his feet, Albedo suddenly whips his head to the right and extends out an ectoplasmic construct in the shape of an arm, using its hand-tipped end to grapple Ben 23 by the neck and slam him back into the ground. Rollaway attacks Albedo from behind, but is effortlessly blasted back by the sonic disks lining his backside, followed by Vomit Man, who constricts his neck with his tongues. Yanking him forward, Albedo struggles to unravel his tongues, as Vomit Man clings to the back of his head. In the scuffle, Albedo is successful and throws Vomit Man back with an electrical blast from one of his lowermost arms, all while still maintaining his ectoplasmic construct, but in the process of getting yanked off his head, one of Vomit Man’s claws snags the side of Albedo’s head, swiftly ripping off a cybernetic component sticking out of his right temple.

As Vomit Man falls back to the ground, Albedo begins to rapidly convulse and twitch, screaming in agony as electricity discharges from his now-bleeding temple. His eyes entirely roll upwards into their sockets, leaving his eyes vacant of visible pupils, to which Dr. Blurakami stares in confused horror. Slowly stumbling back up to his feet, Vomit Man notices the component laying on the ground just a few feet in front of him, as Albedo stiffly raises his arm up, his convulsing movements able to fully form his gatling gun appendage. Vomit Man squints in confusion, seeing his ectoplasmic construct was starting to disperse, and the once-crackling cosmic lightning bolts in the sky were fizzling out.

Suddenly, a tremor through the ground suddenly erupts open from behind Albedo, and out bursts Ben Prime, not only still transformed as Mole-Stache, but as an even greater force, Ultimate Mole-Stache, his fur darker and slicker, his eyes permanently closed and left vestigial organs, and ears lower, his once-gentleman-like mustache now resembling the five-pronged nose of a star-nosed mole, capable of radar-based navigation to compensate for his loss of sight, his claws larger and longer, his outfit now entirely replaced by a modernized mining outfit, his scalp no longer covered, and the four-pronged Ultimatrix symbol still located on the center of his abdomen.

His nose-shaped mustache expanding outwards into five tendrils of hair, he quickly grabs both Rollaway and Dr. Blurakami, pulling the two of them out of the way, and soon, does the same to Vomit Man, who manages to grab the severed component of Albedo before he’s pulled away. Planting them off to the sidelines and away from the scene, Dr. Blurakami exclaims, “WHAT’S HAPPENING?! WHAT’S GOING ON WITH HIM?!” to which Vomit Man holds the severed cybernetic component up toward Dr. Blurakami and asks, “Does it have something to do with this?!”

“THAT’S ONE OF ALBEDO’S PSYCHIC STABILIZERS! YOU TORE IT OFF HIM?! IT’LL DESTABILIZE HIS POWERS!!” Dr. Blurakami yells, as Rollaway, stumbling back up to his feet, comments, “I thought you said you didn’t study his powers, ‘Blur-mackey’?!”


“Then we better take this guy out before he loses total control!” Rollaway exclaims, smacking the Hero Watch symbol on his forehead and transforming into the snarling Dog-Nabbit, not before leaping into action, as Ultimate Mole-Stache, using his long, enhanced prehensile mustache to try and pull the spastically-shuddering Albedo off of one of Ben 23’s clones, which he suddenly repulses him back with an electrified blast and one of his eyes struggling to roll back downwards, Albedo stiffly turns to face Ben 23, struggling to maintain his ectoplasmic construct, as he slowly begins to raise his left arm up, brandishing his wrist claws.

I-I MUST-T… I H-HAVE… I CAN’T-T…” Albedo stutters out, before Dog-Nabbit latches upto his raised arm, pinning it down with his weight and exposing the left side of his face. Swooping in and using one of his hair tendrils, Ultimate Mole-Stache manifests a fist from it, grabs the exposed portion of his face, and attempts to yank him back to pry him away from Ben 23. Albedo screeches out in confusion, extending out his left middle arm and attempting to push Ultimate Mole-Stache back, as his grip begins to gradually tear away his other Psychic Stabilizer.

With a sickening snap, Ultimate Mole-Stache rips off said Psychic Stabilizer, causing him to stumble back. Violently churning with uncontrollable electricity, Dog-Nabbit is zapped off so violently he’s thrown back, reverting to his human form, as Albedo begins to violently contort and shake from his destabilizing abilities, his facial structure randomly twisting and breaking apart, before piecing it back together moments later.

“Albedo… PLEASE...” Ben 23 chokes up, as suddenly, Albedo’s expression contorts into that of sorrow, and through his fracturing vision, he imagines Ben 23 as Lyric, during the events of Chapter 3 as Albedo was ruthlessly strangling him as revenge for antagonizing him with his past. His eyes starting to focus and tremble within their sockets, uncontrollably secreting streams of tears, Albedo struggles to stop raising his arm back, infusing his wrist claws with blue flames, and as he grows more and more panicked and erratic, almost unable to stop himself. His powers finally dispersing from his vanishing control, the ectoplasmic construct vanishes, freeing Ben 23 and allowing him to finally breathe.

MU-MUST… AB-ABORT…” Albedo groans out, his voice even more distorted, as he suddenly impales his claws into the asphalt next to Ben 23, causing him to yelp out in shock, as Albedo, using his right lower arm, grabs Ben 23 by the ankle and throws him back with a fellow swoop of his arm. His muscles contracting and convulsing, Albedo breaks in a manic state as he pummels and smashes the asphalt where Ben 23 once was. Ultimate Mole-Stache, Dog-Nabbit, Vomit Man, Ben 23, the semi-conscious Ben, and the spectating Eunice, Dr. Blurakami, and Gwen, Kevin, watch as Albedo continues to smash the ground with his uppermost fists, breaking the rock into smaller and smaller chunks.

His movements slowing, Albedo stiffly staggers back, his left upper hand still raised upwards in a defensive stance, while surrounded by a cloud of asphalt dust. His eyes still sporadically rolling upwards in their sockets, and a caustic vapor escaping his lungs and mouth, Albedo’s extreme mental strain overpowers him, and within an instance…

...a single bolt of cosmic lightning strikes him from above, sending him crashing to the ground. His body covered in electrical burns, the storm clouds vanish and everything grows silent.

Within a green flash of light, and soon, a trio of blue flashes of light that rapidly merge into one, signifying Ben 23’s off-screen usage of Copy Copy to fuse his clones back into one, Ben Prime sprints toward Albedo’s fallen body, despite the hesitant pleads from Gwen and Kevin to stop. As Ben Prime kneels down with a look of horror at the badly-burned Albedo, he suddenly twists his body away from Ben Prime, shielding his face with his hands and croaking out in a distorted voice, “...d-don’t look at me...

“Please let me help you.” Ben Prime comments, attempting to comfort Albedo and now noticing his slowed regeneration, to which he sourly responds, “...I-I’m not worth he-helping...

Ben Prime looks up to see the slowly-approaching figure of Dr. Blurakami, and slowly retracts back, to allow Dr. Blurakami to kneel down in his place and speak to Albedo, softly whispering his name. Albedo makes a vocalization of distress, his voice trembling, as burning tears fall to the asphalt beneath the side of his head. Jen finally recovering and getting back to her, Ben 23 slowly approaches Ben Prime, watching Dr. Blurakami from the same distance as Ben Prime.

“You know that’s not true in the slightest.” Dr. Blurakami says. “Do you truly think people besides me are incapable of empathy?”

I-I don’t know anymore… I don’t understand… everything, everything I’ve thought and continue to think about, all of my beliefs, all of it is flawed beyond belief…” Albedo weeps. “...they’re worthless to me now… my sense of right and wrong hurts others, the ones I don’t wish to hurt and the ones who don’t deserve it... I feel like an infant again… for the first time ever, I feel like a worthless speck within this grand cosmos… not even my intelligence, my ingenuity, my nature can make me understand how different everything is now?! HOW AM I SUPPOSED TO MOVE ON IF EVERYTHING I’VE DONE WON’T STOP HAUNTING ME?!

“Everything will be okay, Albedo. You’re still… Albedo. What has happened to you does not change what you’ve become. We’ll help you past your struggles.” Dr. Blurakami responds, rubbing his head, as Albedo, crying through the gaps between his fingers, responds, “I just want to go back and change what I’ve now... I don’t feel happy in this world anymore… I just want to leave my troubles, but there’s nowhere I can go… nowhere I can go where I’ll escape, and nowhere I can go where I can feel at home...

“You don’t need to go anywhere, Albedo. You don’t need to run from your troubles, when we can help you get rid of them. You just need… someone… some people...” Dr. Blurakami speaks, as Albedo begins to rotate his head to stare her out of his peripheral vision, staring with wide, bloodshot eyes, as she recoils back and allows him to shuffle up to his knees, staring down at the massive crater he had created.

Unable what else to say, Dr. Blurakami dashes toward Albedo, clearing the short distance of a few feet between them, kneels down, and embraces him, and after some hesitation, Albedo hugs her back in response, as slowly, several others join in, including Eunice, Jen, and with some hesitation, Ben 23, upon realizing he only wants to make him feel better.

“Damn… I didn’t know it’d end like this.” Kevin remarks, as Gwen, having reverted back to his normal human appearance off-screen, looks up at the distraught Ben Prime, who was merely still staring from where he stood, his expressionless tired and exhausted.

“Ben…” Gwen softly speaks, approaching Ben Prime and catching his attention. “...aren’t you going to join in too?” as Ben Prime briefly remains silent before solemnly responding, “I don’t think I have enough of his trust yet… and in addition, I did more than enough toward him…”

As Ben Prime, his expression distraught, recoils away from the others, Gwen attempts to stop him, but her hesitation keeps her from doing so. Kevin approaches Gwen from behind, asking, “Is he okay?” to which Gwen merely responds with a simple, yet defeated, “...I don’t know.”

Before Ben Prime can turn around to face his allies and stop distancing himself away, the sounds of distorted beeping suddenly begin to emit from his Omnitrix. His eyes widening in confusion, he looks down at it...

...and was startled to see that it now bizarrely no longer resembles the modern Omnitrix, but instead, the prototype model he received over a decade ago.

His eyes further widening, completely bewildered by this peculiar sight, the prototype Omnitrix’s hourglass symbol fizzles and distorts with flickers of dead pixels, revealing it to be the origin of its bizarre beeping. The blacked-out silhouettes of Ripjaws, Cannonbolt, and Blitzwulf fail to manifest within the interface’s distortions, before suddenly, a familiar shape, its hat tilted to the left and hands within its pockets, reveals itself.

A voice emits from the speaker of the Omnitrix.


Before Ben Prime can even react to the sound of the voice, a distended appendage ruptures out of the prototype Omnitrix’s interface, leaping up into the air and revealing the electrically-crackling mechanical hand on the end, its palm outstretched and open to reveal its projection of miniature bursts of red energy. As Ben Prime looks on in horror, his mouth agape, the appendage strikes downwards with a swiping motion, creating a miniature trail of streaming electricity from its palm. Ben Prime let out a half-second worth of a shout, before his voice was suddenly silenced.

“Ben?” Kevin exclaims in a confused voice and turns around to find absolutely nothing where Ben Prime was standing just moments prior, besides the vanishing remains of discharged electricity. Staring in confusion, Gwen similarly turns to face Ben Prime, looking around in confusion to find he was completely absent.

“Kevin… where’s Ben?!” Gwen exclaims in a frantic tone, only to discover he was similarly shocked, as the screen freezes, cutting to black as a logo fills the screen, before a single message fades in beneath it.


Noteworthy Events

Major Events

  • The beginning of the chapter shows what happened to Lyric after the events of Chapter 7, showing he had been captured by the evil alternate Omnitrix wielders and was being electrically tortured by Bad Buzzshock for attempting to threaten the group into releasing him prior off-screen. Some of the other Omnitrix wielders, including Nega Ben and Benzarro, watch from the shadows.
    • With his healing flames, Mad Kugelblitz heals the electrically-burned injuries he received as a result of his torture, and upon forcing him to promise to keep his mouth shut and not try and act like a hero, he has Nega Ben return him to his cell within whatever anomalous structure the group is in.
    • Lyric attempts to asks Nega Ben what the Omnitrix wielders plan to exactly do with him, but he refuses to give him a coherent response, then laughing at his misery as he walks away and leaves him cold and alone within his cell.
  • Chapter 12 then proceeds where the ending of Chapter 9 left off, with Ultimate Ben, using the powers of Ultimate Clockwork, Gwen 10, transformed as her Petrosapien form, and Kenneth, transformed as Sandbox, facing off against the damaged, but still-functional Neomni within the streets of Omnitrix City.
    • Preventing her from escaping, and allowing several civilians to escape the nearby streets, Ultimate Ben uses his powers to anchor Neomni to the Future Prime timeline, preventing her from escaping once defeated. The two briefly brawl, with Neomni, despite her weakened state and absence of an arm, manages to keep quickly recovering.
    • Determined, the trio regroup and Ultimate Ben joggles his memories on how she was beaten prior, before suddenly remembering Shock 'N Void's powers and how his electromagnetism additionally functioned as a concussive EMP that shut down her systems. Ultimate Ben realizes with enough of a strong EMP, he could be weakened enough or shut entirely, and with that, he activates the powers of Shock 'N Void, transforms Gwen 10 into her similarly-electromagnetic Transylian form, and keeps Kenneth transformed as Gutbuster, as his slime is highly-conductive and could boost the shocking power of the other two's attacks.
    • The trio barrage Neomni with everything they got, including Kenneth severely corroding Neomni's armor with Gutbuster's corrosive sludge, and finally managing to weaken her with all their alien powers, Ultimate Ben unleashes a conductive electromagnetic blast into Gwen's Transylian form's conductor towers, releasing a pulse that overloads and stuns her for long enough for Ultimate Ben to swoop in and use Dinosword's powers to vertically slash Neomni in half, ripping her body apart and deactivating her.
    • The group collapse from exhaustion, although Ultimate Ben stands his ground, weary of the arrival of another supposed villain through a time portal, but is relieved to discover it's only Professor Paradox, alongside Ben 10,000, who was searching for Kenneth during the entire fight. The group relieved, Ultimate Ben finally uses Ultimate Clockwork's powers to dispose of Neomni's remains, sending each half into two different, randomly-selected dimensions.
    • Professor Paradox alerts the group to an "alternate situation" on their hands, referring to Albedo fighting the heroes within the present-day Prime timeline. Although they venture out with the help of Ultimate Ben using Ultimate Clockwork's time portals, they do not arrive until after the episode.
  • The rest of Chapter 12 then proceeds where Chapter 10 and the beginning of Chapter 11 both left off, with an extremely-aggravated Albedo battling the heroes in the streets outside of Ben Prime's household. Despite Gwen using a great effort of her spells, and Ben Prime using his stronger alien transformations like Gravattack, Albedo overpowers them.
    • As Ben 23, Skurd 23, and Kevin hold Albedo down, with Skurd 23 showcasing a higher extent of his powers, Ben Prime suffers traumatic flashbacks of him accidentally murdering Albedo with Ultimate Kugelblitz, and although wishing to keep what's holding him back cryptic to Gwen, he eventually reveals what he had done, and how he not only regrets not just using Rainbow Connection to calm him down, but using him now will never change Albedo's mind that Ben Prime will not betray him.
    • As Albedo is blasted and gravely injured by one of Skurd 23's attacks, he showcases an extreme amount of determination to not only recover quickly, but regenerate the wound literally blasted through his torso. The heroes stand and fight, but before he can lunge back at them, he is suddenly thrown to the ground by a telekinetic force, revealing to be originating from the newly-arrived Eunice, Jennifer, and Dr. Blurakami.
    • Although most of the group are introduced to Jennifer, they're cut short by Albedo, who begins to violently suffer a mental breakdown upon realizing that Jennifer, the shapeshifter he took off Inspector 13's hands in the flashback of Chapter 10, has also been put against him.
    • Albedo suffers a manic episode, losing control of his emotions, being forced into a state of hysterical crying and screaming, and begins to manifest a cosmic storm above him. He reveals to the others what Ben Prime had done to him, exclaiming he wished he let him die, belittles and insults Eunice for trying to aggressively calm him down, and asks if he's truly a monster, which he refuses to admit that he isn't.
    • Losing himself in his collapsing mental state, he unleashes his anger and reveals a powerful sonic scream and fights the group again, demanding for Ben Prime to admit he's an "embarrassment" to him, refuses to surrender despite incapable of despite Jennifer's form of Ultimate Lodestar, and angrily attempts to attack Ben Prime, transformed as Terraspin, when he hides in his shell.
    • Pushing everything he has to defeat Albedo, Skurd 23 informs Ben 23 of the duplication loophole, the same one used by both Gwen 10 and Nega Ben back in Chapter 5, and with that, manifests a trio of clones that keep Albedo at bay for a brief moment, but his rage-filled state not only finally defeats Jennifer, but two of Ben 23's clones, where he strikes the remaining one with cosmic lightning and begins to strangle the life out of him.
    • Dr. Blurakami forces herself to intervene to keep Albedo from potentially killing Ben 23, but Albedo reveals he doesn't feel any of this is about Ben Prime's potential betrayal, but his former allies that are now against him. She reprimands him, exclaiming for him to go ahead and kill Ben 23 if he thinks it will somehow make his pain go away.
    • Distracted, one of Ben 23's clones attacks him from behind and violently rips out one of the electronics on the sides of his head, causing Albedo to break out a fit of agonized hysterics, which Dr. Blurakami reveals the electronic to have been one of his Psychic Stabilizers, a device that aids his psychic powers, but will destabilize all of his powers entirely if removed.
    • Losing control, Albedo struggles to either kill or release Ben 23, having flashbacks of his assault on Lyric, and finally, upon Ben Prime's form of Ultimate Mole-Stache tearing out his other stabilizer to keep him doing the former, he throws Ben 23 aside, strikes where he once was into oblivion, and smites himself with his own cosmic lightning, extinguishing the cosmic storm and defeating himself. Greatly weakened from the loss of his stabilizers, Albedo weeps on the ground, defeated and revealing his self-hatred and feelings that he will never feel joy in his existence in the universe.
    • Dr. Blurakami and some of the other heroes comfort him, although Ben Prime pushes himself away, heartbroken and saying he's done enough damage. As he begins to walk, unsure where to go, he begins to hear bizarre noises coming from his Omnitrix and looks down to see it was not only malfunctioning, but returned to its prototype model from decades ago. As its interface glitches, it manifests a familiar silhouette and emits a familiar voice, but before Ben Prime can react, an arm bursts from his Omnitrix and strikes Ben Prime, obliterating him in an instance, leaving Gwen and Kevin, who turn to see him now entirely gone, baffled where he had suddenly gone.

Minor Events

  • The opening sequence of Lyric's torture scene reveals that Mad Ben had presumably used his Kugelblitz form, or at-least some some sort of other alien with healing abilities, off-screen to heal the injuries he received from Albedo attacking him in Chapter 3.
  • The specialized, partial-Anodite form Gwen uses throughout Ben 10: Omniverse is revealed to be subtitled her "Spellcaster" form.
  • Ben 23 is revealed to have unlocked his version of Mole-Stache 2 days prior to the events of Chapter 10, most likely during the 3-day time-skip in-between the first and second halves of Chapter 3.
  • Albedo is revealed to be capable of much more powerful mutant abilities, including enhancing his attacks with generation of cosmic energy, and creating a miniature cosmic storm when his emotions become unbridled, both revealed to be originating from the Evolved To'kustar portion of his DNA.
    • He also showcases a high degree of his gas abilities, now revealed to be full-fledged miasmakinesis, originating from his part-Plynovian DNA, and electrokinesis, originating from his part-Nosedeenian DNA.



  • Ben Prime (deleted)
  • Ben 23
    • "Freezer" Ben 23 Clone
    • "Vomiter" Ben 23 Clone
    • "Roller" Ben 23 Clone
  • Skurd 23
  • Gwen
  • Kevin
  • Eunice
  • Jennifer / Calypso
  • Dr. Glenda Blurakami
  • Ultimate Ben
  • Gwen 10
  • Ken 10
  • Professor Paradox
  • Ben 10,000
  • Lyric Livingston


  • Albedo


  • Neomni
  • Mad Ben
  • Bad Ben
  • Nega Ben
  • Benzarro (cameo)
  • ʞɔɒႱ bǝbnɒH-Ɉʇǝ⅃ (cameo)

Aliens Used

By Bad Ben

  • Bad Buzzshock (off-screen transformation)
  • Bad Shock 'N Void (cameo, transformation from Chapter 6)

By Nega Ben

  • Nega Lodestar (cameo)
  • Nega Wildvine
  • Nega Upgrade (cameo)

By Mad Ben

  • Mad Kugelblitz

By Neomni

  • Citrakayah (Fasttrack; cont. transformation from Chapter 8)
  • Pryiatosian-B (NRG)
  • Necrofriggian (Big Chill)
  • Evolved Oryctini (Ultimate Eatle; x2; second time cameo transformation from Chapter 6)
  • Sentientsapien (4D2; cameo, transformation from Chapter 6)
  • Kerotops Security Module (Fanfare)
  • Visionary (Eyezor)

By Gwen 10

  • Petrosapien (Diamondhead; cont. transformation from Chapter 8)
  • Pyronite (Heatblast)
  • Transylian (Frankenstrike)

By Ultimate Ben

  • Ultimate Clockwork (x2; first time cont. transformation from Chapter 8, second time cameo)
  • Barrier Reef
  • Speedbump
  • Armodrillo (cameo)
  • Kitty Kitty Bang Bang (first appearance)
  • Swampfire (cameo)
  • Ultimate Fasttrack (cameo, transformation from Chapter 6)
  • Shock 'N Void
  • Dinosword
  • Nighthowler (cameo)

By Ken 10

  • Sandbox (cont. transformation from Chapter 8)
  • Gutbuster
  • Snakepit (first appearance)

By Ben Prime

  • Ball Weevil (off-screen transformation)
  • Gravattack (off-screen transformation)
  • Ultimate Kugelblitz (cameo, transformation from Chapter 4)
  • Triedge (cameo, transformation from Chapter 4)
  • Snare-Oh
  • Eatle
  • Terraspin (first reappearance)
  • Mole-Stache (cameo)
    • Ultimate Mole-Stache (first appearance)

By Ben 23

  • Fuzzy Wuzzy (off-screen transformation)
  • Dino-Mighty
  • Copy Copy (x3; second time vocal cameo; third time off-screen)

By "Freezer" Ben 23 Clone

  • Freezeghost
  • Copy Copy (off-screen)

By "Vomiter" Ben 23 Clone

  • Vomit Man (Murk)
  • Copy Copy (off-screen)

By "Roller" Ben 23 Clone

  • Rollaway (first reappearance of Cannonbolt)
  • Dog-Nabbit
  • Copy Copy (off-screen)

By Skurd 23

  • Charcoal Man (maces; used on Fuzzy Wuzzy)
  • Copy Copy (headphones; used on Fuzzy Wuzzy)
  • Teeny-Weeny (forearm braces; used on Dino-Mighty)
  • Mr. Potato (skin; used on Dino-Mighty)
  • Public Eye (eyeballs; used on Dino-Mighty)
  • Techno-Bubble (tendrils; used himself)
  • Lightning Volt (towers/gauntlets; used on Freezeghost)

By Eunice

  • Sentient Chemicoal (telekinesis; gained from Jen/MindMatter)

By Jen 10

  • MindMatter (off-screen)
  • Lodestar (off-screen transformation)
    • Ultimate Lodestar (first appearance)
  • Jury Rigg (off-screen)

Spells Used

  • Ignis Jaculator
  • Contego
  • Autem Forcems
  • Metallum Creandum


  • Chapter 11's release date was originally planned for June 12th, 2020, but it pushed to the 17th due to the creator, WTB going through a short phase where he suddenly lost all motivation to write for an unsure reason.
  • This chapter is the first chapter to have spells, used by Gwen against Albedo.
  • Although Benzarro was briefly present during Lyric's torture sequence in the beginning of the chapter, Albedo 23 was not. She was simply forgotten to be written in, but instead of putting her in, it was decided that she would have been instead texting on her phone in the next room over, as this humorous idea seemed to make more sense for her personality.
  • Neomni mainly uses alien abilities that are generated from her facial region (NRG's radioactive blasts from her eyes, Big Chill's freezing breath, Ultimate Eatle's horn beams, and Eyezor's optic blast) due to the fact she's still missing an arm and would be weaker in hand-to-hand combat.
  • Neomni's bisection at the hands of Ultimate Ben was loosely inspired by a moment in the Japanese anime Dragon Ball Z, specifically Mecha Frieza's similar bisection and death at the hands of Trunks.
  • Fuzzy Wuzzy calling himself a 'scruffian' is a reference to a considered name candidate for Ben 23's version of Mole-Stache, although the final product, alongside the name of Mr. Potato, Ben 23's version of The Worst, were both pitched by Alanomaly.
  • Gwen was originally meant to use her Anodite powers to instead read Ben Prime's mind and discover that he briefly killed Albedo, as he would feel too ashamed to say it himself, but the idea was scrapped due to feeling it would be a bit too elaborate.
  • Eunice is absent during the fight of Albedo until Jennifer and Dr. Blurakami both arrive, as she attempted to track down the duo herself prior to the beginning of the chapter after things started getting hairy, but eventually ended up running into the two, with Jennifer having transformed into MindMatter off-screen to use her telekinesis to help carry an exhausted Dr. Blurakami.
    • Eunice would then the duo to the fight, with Eunice copying MindMatter's powers in the progress, explaining where they unexpectedly came from during the episode.
  • Jennifer's true name of Calypso was meant to be revealed in this chapter, but it was added into Chapter 10, her first appearance, to info the readers of her alien identity earlier.
  • Ben Prime was originally meant to use Gutrot in this chapter, but he was scrapped due to an inability on how to work him into the battle, and in exchange, Albedo was to finally use the higher extent of his miasmakinesis through generating tear gas and prompt Ben Prime to transform into Terraspin to blow it away from the group.
  • Jennifer does indeed Jury Rigg after the events of the chapter to repair Ben's destroyed car.
  • Due to lacking prominent personality traits like the Gwen 10 clones of Chapter 5, the Ben 23 clones are simply dubbed with verbs based off the names of the aliens they first transform into.
    • The choice of those aliens, being the Dimension 23 versions of Big Chill, Murk Upchuck, and Cannonbolt, were inspired by the aliens that the Ben Prime clones transformed into to fight Urien from the Ben 10: Ultimate Alien episode, Duped, the origin of the duplication loophole. Because of this, Cannonbolt was to debut earlier than expected, in the form of Rollaway, and it was confirmed that Ben 23 has access to both species of Vomit Man.
    • Skurd 23 was originally meant to grant all three of the clones alien weapons to aid them in battle, but the idea was scrapped because it sounded too hectic, and the creator, WTB was unsure what to give Rollaway as he really didn't require any added alien weapon.
  • Albedo's Psychic Stabilizers are indeed the same mechanical electronics sticking out of the temples of Ultimate Albedo's head, and have been canonically granted a reason for their existence, being an aid to his telekinetic powers.
  • Professor Paradox, Ben 10,000, Ultimate Ben, Gwen 10, and Kenneth were originally meant to arrive at the end of the chapter, but it was decided to keep their arrival off-screen to not draw attention away from... what just happened to Ben Prime moments prior.