Ben 10 Fan Fiction Wiki
Ben 10 Fan Fiction Wiki
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Multiverse vs. Tennyson
Season 1, Episode 13
Air date 6/26/2020
Written by XxXWTBxXx
Directed by XxXWTBxXx
Episode Guide
MvT Chapter 12: Enter The Void: Part 2
MvT Chapter 14: Omni-Kickstart

"Enter The Void: Part 3" is the thirteenth chapter, and conclusion to the first act, of the fan-made Ben 10 continuation, Multiverse vs. Tennyson.


"Threats resurfacing and returning, the heroes realize there's truly a universal evil hunting them down, causing history to be changed for the worst."


The opening scene opens with the interior of what appeared to be the interior of a smaller, albeit still massive version of the abandoned alien warship’s main training area, being that of a miniature, personal training room that’s clearly been abandoned similar to the rest of the ship. Within an instance, Ben 23, still transformed as Lightning Volt, and possessing the Skurd-23-generated Build-A-Lobber over his right arm, is thrown back as a metal wall, before quickly recovering and firing several electrified blocks at an off-screen threat.


Meanwhile, within another, more-compact training room a great distance from where Lightning Volt was, Jen, still transformed as Ultimate Kugelblitz, blasts several fireballs at an oncoming hoard of guard Techadon robots, assisted by the blaster-wielding Dr. Blurakami. Being slowly overwhelmed by the robots, Jen strikes the Cosplayer symbol on her belt, transforming in a flash of emerald-green light into a feminine version of Drillataur, before rushing forth, sprouting miniature, rotating drills from her knuckles, and using them to violently smash and pulverize several robots, punching through the chest of the first one she strikes.

In yet another training room, closer to where the second one was than the first one, but significantly further away, Gwen, still in her Spellcaster form, brawls with another off-screen threat, being aided by the battle-ready Eunice, using mimicked Anodite powers to fire several blasts of mana toward the threat.

However, the two are suddenly thrown back into a wall by a blast of pink mana flames, as their attacker reveals themselves as a 29-year-old woman, with orchid-purple eyes, black eye makeup styled like the Eye of Horus, and lipstick, golden earrings, her long, white hair framed with pink highlights and tied back in a lengthy ponytail, while wearing a magenta, purple-line coat design with hearts on her shoulders and hips, a golden amulet around her neck with a cerise-pink, golden-boarded gem on the end, and black fingerless gloves and leggings, while wielding the Staff of Ages, a decrepit magical staff tipped with a bird-like skull and golden ring running through its eye-sockets.


“Oh, Gwen… It’s not about being the same side as those freaks of nature, it’s about being granted true opportunities by their ringleader!” Charmcaster responds, launching another blast of mana flames, only for Gwen to suddenly yell, “CONTEGO!” and form a protective mana shield. Eunice recovering, she lunges back up to her feet, turns toward Charmcaster, and intangibly passes straight through the mana barrier, through utilization of what appeared to be Ghostfreak’s powers, and launches Whalewind’s powerful wind breath, throwing Charmcaster back, before slamming her hands down into the ground releasing a pair of Armodrillo’s shockwaves, enough to send her stumbling back into the training room’s walls.

“You’re getting better at this.” Gwen comments, to which Eunice responds, “Thank you. I may be a prototype, but I get my job my own way.”

Meanwhile, a mutated Aggregor, within the primary training room location, screams, unleashing a sonic howl at Kevin, only for him to transform his left forearm into a shield, protecting himself and allowing Feedback to sneak behind him, stabbing his pronged antennae and tail into the back of Aggregor’s flaming skull and begin rapidly absorbing his energy, exclaiming, “TELL ME WHERE IT HURTS! HERE?! THAT’S PERFECT!!”

Wailing out in pain, Aggregor rotates his skull around and fires a pair of neuroshock blasts from his eyes, throwing Feedback off and into the damaged balcony. Aggregor rushing and firing a stream of flames from his left arm at him, Feedback quickly rolls out of the way to avoid them, before using his tendrils to grab ahold of the balcony’s underside, and yank it downwards with all his strength, causing it to collapse due to its weakened state, and bury the two of them.

“BEN!” Kevin exclaims, shocked, only for Aggregor to suddenly burst out of the rubble, flying up into the air while clutching Feedback by one of his ankles with one of his back tendrils, and suddenly throw him toward Kevin, only for Feedback to suddenly recover while in mid-air, twisting his body around and forcing his feet to make contact with the ground, as he transforms in a flash of green light into Big Chill, exclaiming out his name, “BIG CHILL!” and blasting Aggregor with a freezing mist, only for him to breath out a stream of flames himself, effortlessly melting through his mist.

Thrown back, Big Chill takes flight and slams his hand down on his Omnitrix symbol, causing it to sprout its four prongs and rapidly evolve Big Chill’s form into a more-muscular, taller physique, possessing a fiery-red coloration and flame-like patterns around his eyes and on the edges of his wings, although with larger teeth and claws, and longer arms, as he loudly exclaims, “ULTIMATE BIG CHILL!

YOUR ARTIFICIAL MEANS OF TEMPORARY GENETIC EVOLUTION WILL NOT SAVE YOU, CHANGELING.” Aggregor responds, his voice greatly distorted due to his mutated state, as Kevin suddenly strikes him with an extended arm, tipped with an enlarged hammer-shaped fist, exclaiming, “Like you pull it off better!” and enraged, Aggregor attempts to blast Kevin with a blast of electrified flames from his left palm, only for Ultimate Big Chill to swoop in and exhale a flaming blast of heat-absorbing plasma at Aggregor, rapidly coating his body in ice and starting to extinguish his flames.

However, suddenly, as soon as most of his body is encased in ice, his physiology begins to rapidly vanish and soon, before Ultimate Big Chill and Kevin could realize what was going on, he had entirely vanished, as Kevin asks, “Wait… where is HE?! WHAT HAPPENED?!” to which Ultimate Big Chill elaborates, “God damn it, he used Sideslash’s powers to phase into the fourth dimension! He’s trying to hide!”

“Well, what are you waiting for then?! Finish him! Turn into Alien X, and snap him out of EXISTENCE ALREADY!” Kevin exclaims, as Ultimate Big Chill responds, “What am I, a pawn?! You KNOW I can’t just use Alien X like that! If we want to settle this score, we gotta beat him fair and square!”

“ALWAYS fair and square with you, just like Albedo!” Kevin responds, frustrated, to which Ultimate Big Chill exclaims, “Albedo WASN’T EVIL. HIS MIND WAS BROKEN.”

“So, what? You’re implying Aggregor is the same way?!” Kevin responds, as Ultimate Big Chill groans, snapping back, “NO! IF I’D JUST… I’D JUST USE ALIEN X LIKE THAT, WHAT’S EVEN THE POINT OF BATTLING HIM IF I CAN JUST CUT TO THE CHASE WITHOUT ANY SORT OF CHALLENGES?! WE CAN TAKE HIM WITHOUT USING ALIEN X!”

“You better be right!” Kevin exclaims, as suddenly, he’s yanked upwards by a series of striped tendrils and slammed back into the ground. Shocked, Ultimate Big Chill turns to see the partially-visible Aggregor phasing back into the third dimension, ambushing the duo, and flies toward him, grabbing him by his skull and slamming him into a metal wall, forcing him to fully remateralize and drop Kevin, as Ultimate Big Chill exclaims, “LET’S SEE HOW YOU LIKE IT WHEN I TURN DOWN THE THERMOSTAT!” before blasting his freezing plasma into Aggregor’s flaming skull, starting to rapidly encase his head and body from the chest up, only for him to suddenly melt through it with radioactive blasts from NRG’s grill-plate.

Grabbing hold of Ultimate Big Chill with his elbow tentacle, he uses a combination of Shocksquatch and AmpFibian’s respectively-yellow-and-blue-colored electricity to violently electrocute him, paralyzing him for a brief moment, before throwing him back and blasting him with Eatle’s bio-energy beams, finally defeating Ultimate Big Chill, as he collapses, reverting back to his human form. As he attempts to approach him, raising his massive tentacle arm to finish him, Kevin suddenly leaps in Aggregor’s way, smashing him across the face with a spiked mace and repeatedly barraging him with blows, only for him to be effortlessly thrown him back with Terraspin’s aerokinetic blasts from his chest.

I TAKE BACK WHAT I SAID… YOU’RE STILL A HATCHLING, WEAK AS EVER.” Aggregor exclaims, as Kevin collides with the ground and struggles to get back up, only for Aggregor to blast him back down to the ground with a pair of high-pressure water blasts from Water Hazard’s port-holes on his lowermost set of arms’ palms. Channeling fire, electricity, and seismic vibrations through his left arm, he slams it into the ground, creating a powerful shockwave that throws Kevin back again, knocking him unconscious this time.

Morphing the end of his massive tentacle arm into a fist, he raises it in an attempt to crush Kevin, and sends it down, only for it to deflect back straight at him. Confused, Aggregor snarls and looks up to see the interfering source to be Ben Prime, transformed as Fasttrack, before he suddenly smacks the Ultimatrix symbol on his chest, going a step further and transforming into the orange-furred Ultimate Fasttrack, even exclaiming out his name of “ULTIMATE FASTTRACK!” before leaping forward and barraging Aggregor with a series of powerful, lightning-fast blows, rapidly disorientating him in the process. Enraged, Aggregor fires several attacks, including Geothermite’s explosive rock projectiles, and Chandelier’s molten wax, but is unable to hit Ben Prime’s extremely-fast Evolved Citrakayah form.

“You can’t hit me, Aggregor! Ultimate Fasttrack is a manipulator of friction!” Ultimate Fasttrack exclaims, as Aggregor responds, “FRICTION, HUH?” and blasts the ground with Water Hazard’s water beams, completely covering in a dense layer of water that upon Ultimate Fasttrack attempting to run through, causes him to comically trip, while Aggregor, remaining in flight, effortlessly approaches him, smacking him aside with his massive tentacle, while the water had reawakened Kevin in the process.

SO GOOD YOU COULD REJOIN US... I WAS JUST ABOUT TO BE RID OF YOUR ALLY… CARE TO WATCH?” Aggregor asks, launching a sonic howl at Kevin, for him to seemingly expel an extremely-powerful shockwave in response, violently throwing Aggregor back in the process and revealing its origin was in actuality, Ultimate Fasttrack manifesting a miniature sonic boom with his vast speed. As Kevin responds, he holds the sides of his head, exclaiming, “That was… REALLY LOUD, Tennyson!”

“Sorry! Ultimate Fasttrack can’t help it!” Ultimate Fasttrack responds, as suddenly, Aggregor begins to crawl back up to his feet. “Looks like this guy is… really durable.”

“We’re running out of options, Tennyson! You can’t just keep going Ultimate over and over again!” Kevin exclaims, to which Ultimate Fasttrack glances over at the welded mechanical doors that allowed the group access, and responds, “Maybe, we don’t HAVE to fight…”

“What are you talking about?!” Kevin exclaims, frustrated, to which Ultimate Fasttrack quickly uses his enhanced speed to grab hold of Kevin and pull him out of the way of one of Aggregor’s attacks, in the form of a time ray firing from his chest window, as it begins to rapidly age the ground upon being struck by it. Guiding Kevin to safety, Ultimate Fasttrack exclaims, “EARS PLUGGED! NOW!” and quickly runs to the other side of the training room, taking a running status while facing against the roaring Aggregor.

As Kevin plugs his ears, Ultimate Fasttrack launches himself forward with immense speed, only for Aggregor to yell out and create a massive pulse of chronokinetic energy around him from his chest window, causing all time to slow down tenfold, and for Ultimate Fasttrack to be left suspended where he was running, virtually unmoving. Chuckling, Aggregor morphs a fist from his tentacle arm, again channeling it with fire, electricity, and seismic vibrations, ready to land a powerful blow on Ultimate Fasttrack, only to notice the slight formation of shockwaves around Ultimate Fasttrack.

Confused, his realization was coming too late, his eyes slowly widening, as the single loud tick of a clock’s second hand fills the air, and within an instant, time unfreezes when Aggregor is suddenly thrown back and smashes the metal doors down with the force of a sonic boom colliding with him, his chest window cracking in the process.

“Damn it, Tennyson! That hurt even with plugged ears! You’re going to leave me DEAF!” Kevin exclaims, frustrated, as the two quickly escape through the opened doors, running down the hallway, with Ultimate Fasttrack morphing into Intermission, a large, robotic humanoid alien with a wide stature, a simplistic cylindrical head with a bar-like sensor running around the upper-half of his head, a orange bar acting as his eye, a huge television monitor taking up the front of his torso, thick, pipe-like arms ending in mechanical three-fingered hands, six speaker-like interfaces on his body, with two on the front of each shin and one on each “palm”, and the Omnitrix symbol on the center of his small, cubic abdomen.

“Intermission can track down the transmissions of where all the Techadon robots are being deployed! If we can find them, we can find the rest of our allies! Follow me!” Intermission exclaims, running down the hallway, followed by Kevin, only for him to be suddenly grabbed and pulled back by a tentacle, as Aggregor, in the process of slowly recovering with electricity fizzling from his cracked chest window, yells out, “YOU WILL NOT ESCAPE MY WRATH, HATCHLING!

“You want some sonic seconds?! BE MY GUEST, AGGREGOR!!” Intermission exclaims, firing a pair of sonic blasts from his palms, powerful and loud enough to violently throw the two of them, Kevin grabbing onto the side of the broken doorway, as Aggregor smashes into the center of the training room’s floor. As Intermission grabs hold of Kevin and pulls him back into the hallway, he rapidly transforms into Diamondhead in a flash of green light, striking the ground to form a massive crystal barrier to close the training room off, before he transforms back into Intermission.

“FOR GOD’S SAKE, JUST USE HUMUNGOUSAUR TO HIT HIM! ENOUGH WITH THE SONIC BLASTS!” Kevin exclaims in desperation, clutching the sides of his head, as Aggregor furiously pounds on the other side of the crystal barrier. The two aware of the fact he’s already recovered and attempting to get to them, they begin fleeing down the hallway, as Aggregor screams out in defiance of his sudden defeat, struggling to use his sonic howl at its fullest strength due to his weakened state.

Meanwhile, within another training room, Lightning Volt struggles to fight against his attacker, continuing to fire several electrified blocks of hardened clay, now revealed to not only be Khyber’s rogue Panuncian, who was transformed into the massive Crabdozer. Meanwhile, Grandpa Max and the mutated Khyber square off in another section of the training room, the former using their blaster and the latter using an alien dagger, and hiding within the dark training room’s shadows.

“I was wondering where you went after you escaped Plumber’s Headquarters a couple months ago! You’re going back where you belong, Khyber!” Grandpa Max exclaims, while meanwhile, Big Bug struggles to fight Buglizard in the background, easily overpowered by the latter due to being the natural predator of Stinkfly, to which Khyber, hiding within the shadows, responds to Grandpa Max, “Ah, that’s where you’re wrong, Max Tennyson. I don’t plan on going anywhere. My ‘Higher-Up’ requires the efforts of my hunting skills, and the Nemetrix’s alien predator DNA.”

“On the topic of DNA, I can tell yours became a bit jumbled ever since you’ve escaped.” Grandpa Max responds, firing a few energy blasters, to which Khyber responds, “Correct, but these changes do have their perks.” before Khyber suddenly emerges from the shadows, firing a stream of webbing from the hollow horn on his forehead, quickly encasing Grandpa Max’s arms, and allowing Khyber to rip the blaster from his hands and smash it over his knee, commenting, “Time to untie a loose end, and cut you down.” while raising up his dagger.

“BACK OFF, HATER!” Big Bug suddenly exclaims, having transformed in a flash of blue light off-screen and before Khyber can turn to face him off-screen, he is suddenly struck down by Dino-Mighty’s fist, slamming him into a nearby wall.

“Hah, you’re his supposed evil Khyber? What a joke!” Dino-Mighty exclaims, before Khyber suddenly recovers, flaring his gills and releasing a piercing whistle, that causes Crabdozer to rapidly transform in a flash of red light, becoming the massive, six-armed, four-legged creature with reptilian, dinosaur-like attributes, known as Tyrannopede.

As Dino-Mighty turns around in shock, now noticing his opponent’s new height difference against him, Tyrannopede emits a roar, before lunging forward and attempting to bite down on Dino-Mighty, only for him to reach out his arms and grab hold of Tyrannopede’s jaws. Despite altering his size and becoming as tall as Tyrannopede, he still struggles against the natural predator of Humungousaur, and thus, yells out, “SKURD!” for assistance.

“Never fear! Skurd is here!” Skurd 23 exclaims, stretching his slimy tendrils up Dino-Mighty’s shoulders and rapidly sprouting all four of Handy Man’s arms, granting Dino-Mighty the added strength to effortlessly throw Tyrannopede, slamming him into a wall and barraging him with a series of blows. Although Tyrannopede attempts to fire a stream of webbing from its horns, Skurd 23 quickly morphs the original left arm of Dino-Mighty into that of Mr. Mucky’s, allowing him to generate a blast of ignited methane and burning not only Tyrannopede’s webbing, but the webs keeping Grandpa Max restrained, allowing him freedom, as he quickly avoids a recovered Khyber’s slashes.

“Come on, you big, scaly creature from beyond! The dollop with a wallop is about to-” Skurd 23 exclaims, before suddenly, the Nemetrix begins to crackle with red electricity, soon growing four bladed, metallic spikes from its sides, three from the top and one on the left side, resembling the handprint of a clawed, animalistic handprint. Rapidly doubling in size and muscle tone, gaining denser, biomechanical armor covered in stringy, black flesh and metallic vein-like tubes similar to Ultimate Humungousaur, Tyrannopede also sprouts an added pair of arms and legs each, a bone-armored chest in the shape of a ribcage, larger teeth, claws, horns, and spikes, a larger forehead horn now branching off into two, and more spikes atop his tail.

“-ohhh, PHOOEY! This revelation broke my train of thought! Well, there goes my one-liner!” Skurd 23 exclaims, frustrated and crossing his tendril-like arms, before the newfound Ultimate Tyrannopede releases a powerful roar that effortlessly throws Dino-Mighty back, forcing Skurd 23 to retract his augmentations in the process. As Dino-Mighty recovers, reverting back to his human form unexpectedly, he exclaims, “Aw, man!” at the sight of the charging Ultimate Tyrannopede.

Meanwhile, within yet another training room, Jen and Dr. Blurakami continue laying waste to the Techadon robots, gradually managing to overpower them, as Jen uses several transformations to continue violently destroying them, including the previously-depicted Drillataur’s drill-enhanced punches, the rushing attacks of Speedbump, violently tearing them apart upon impact, and finally, several bio-electric blasts from Nanomech, gradually frying their systems with each blast. The Techadon robots mostly destroyed, with another hoard too far away to be arriving anytime soon, if at all, Jen, still as Nanomech, spots the sealed doors open of the training room, and noticing a hole blasted in the metallic walls nearby, flies within the hole.

“What are you doing?” Dr. Blurakami asks, as Nanomech responds, “Going to try and fry something to get those doors open. Tell me if anything happens.” and luckily, moments later, after several miniature blasts of bio-electricity within the wall, the doors begin to violently malfunction, rapidly closing open and close, before eventually freezing in a half-opened state, to which Dr. Blurakami exclaims, “They opened!”

Upon Nanomech re-emerging, she reverts back to her human form, and exclaims, “Come on!” as the two of them quickly flee from the training room, heading down one of the hallways before hearing a distant explosion, to which Dr. Blurakami exclaims, “Oh my stars! Was that an explosion?!”

“A distinct explosion of MANA! That must have been from Gwen! She’s probably over there, trying to get out of where she’s trapped inside! Hurry!” Jen responds, suddenly transforming into XLR8, as the two used their enhanced degree of speed to rapidly sprint down the hallways, unaware they were being watched in still-active security cameras, by Inspector 13 himself.

Meanwhile, Gwen and Eunice continue to brawl against Charmcaster, firing several mana blasts between one another, as Gwen exclaims, “ADFISHIO POTENTIA!” and fires several swirling beams of mana toward Charmcaster, throwing her back into a wall despite her attempts to shield herself. Attempting to restrain her, Eunice summons several mana constructs in the form of tendrils from the ground, attempting to pull Charmcaster down by the wrists, only for her to exclaim, “DISCOMBOBULUS NEGATUM!!” and cause Eunice to begin violently malfunctioning, her liquid metal form distorting and emitting jolts of pink electricity.

“LEAVE HER ALONE!” Gwen exclaims, firing several explosive blasts of mana toward Charmcaster, before chanting the ferrokinetic spell of “BRETOV ALAGORIA!” and causing several metallic objects to be thrown in the direction of Charmcaster in attempts to disorientate her, granting Gwen the brief time to hurry over to Eunice, her physiology violently distorted and partially melted by Charmcaster’s power-negating spell. Her eyes glowing brighter, she exclaims the lengthy restoration spell of “REST ITUO NOWITUS WESPINAETRO INTUS VIGORATUS PERWITA!!” and entirely repairs Eunice’s appearance, negating Charmcaster's spell in the process, as she slowly gets up, rubbing her head.

“Eunice, are you okay?!” Gwen asks, to which Eunice responds, “Feeling better now. Magic is truly an art.” before the duo are suddenly alerted to an enraged Charmcaster’s exclamation of a bizarre spell, “EXZEUS EGO TE VINCULA ET LEGBOT TE IN FOTHEIN ANIMAE MAYAH DA MIHI POSTATAUMOT TREGOT!!!” as pink light begins to erupt from her metal-engulfed form, slowly rupturing through before eventually tearing through it with an explosion of mana, revealing her transformed appearance as a massive, fanged, anthropomorphic serpent with a massive tail for a lower-body, and her shoulders and the top of her tail possessing her heart-stylized symbols.

“Well, that’s just great.” Gwen exclaims, as Charmcaster maniacally laughs and launches a stream of corrosive venom from her fanged mouth. Rising back to her feet and channeling mana through her hands, Eunice blocks the venomous blast with replicated Atrocian durability, albeit damaging her forearms in the process, while Gwen exclaims, “CORONA!” and forms a disc-shaped platform of mana over Charmcaster, slamming it over her head. Growling, she fires several more venomous blasts from her mouth, only for Gwen to summon another mana shield and slam it back toward hers.

NOOOOO! YOU WON’T DEFEAT ME AGAIN, GWENDOLYN!!” Charmcaster yells out, struggling and smashing her tail through the shield, to which Gwen and Eunice use their powers in harmony, the former exclaiming, “ANIMO CATARACTUM!” and the latter creating a shockwave with Armodrillo’s powers, cracking the ground and allowing access to Gwen’s hydrokinetic spell, as it releases a high-pressure blast of water beneath Charmcaster, sending her crashing into the ceiling. As the water clears, the duo look up to see Charmcaster had literally gone through the ceiling, the force of her colliding with the ceiling creating a massive hole, with the sounds of her crawling away audible from inside.

“Let her go. She knows she can’t defeat us. There’s no point trying to beat the sense out of her.” Eunice exclaims, to which Gwen responds, “I don’t understand… Charmcaster and I were on at least neutral terms the last time we met a few years... I don’t know why she’s doing this...”

“It seems like this supposed ‘Higher-Up’ is really persuasive.” Eunice responds, looking around the damaged training room and spotting the sealed entrance doors, to which Gwen, noticing them too, exclaims, “DECLAM… BACCURA!” and attempts to telekinetically tear them open, although is unsuccessful. Remembering their reinforced state, Gwen groans, before exclaiming, “ADURENTIBUS… ACIDUM!!” and launching blasts of corrosive acid that rapidly melt through the doors, finally freeing the duo, allowing the two to escape, as Gwen comments, “Stupid Volcaniwyrm being right…”

Upon stepping out into the hallway, Gwen and Eunice both freeze at the sight of a robotic shadow in the next hallway over, to which Eunice steps in-front of Gwen, exclaiming “GET BACK! ANOTHER TECHADON ROBOT!” and channeling replicated mana from her hands. However, as soon as the shadow crosses over, it instead reveals itself as a familiar Kerotops Communication Module form: Intermission.

“Oh, thank god...” Eunice utters, dropping her guard upon realizing it was Tennyson, as slowly, Intermission reverts back to Ben Prime in a flash of green light, and Kevin makes a sharp turn into the hallway to the left of him, exclaiming, “GWEN!”

“KEVIN!” Gwen responds, returning to her normal form and rushing over to Kevin to embrace him, as she desperately exclaims, “Are you okay? Are you HURT?!” to which Kevin responds, “No, are you? What happened?!’

“Charmcaster.” Eunice bluntly responds, to which Ben Prime says, “She’s still around? Alright, get this. That mysterious voice and ominous pair of red glowing eyes? Aggregor.”

“Are you serious?! Aggregor, as in ‘Ultimate-Prize-Forge-of-Creation-Map-of-Infinity’ Aggregor?! Get out of town!” Eunice exclaims, shocked but mainly chuckling, to which Kevin comments, releasing Gwen in the process, “He’s… real ugly now… but he’s been in the Null Void for over a decade, so I didn’t know what I expected back then. Maybe, a suit and cane? Bald, probably.”

As Gwen chuckles at Kevin’s idea, the four of them are suddenly alerted by the familiar voice of Inspector 13 over the intercom speaker, who exclaims, “HIGHLY INTRIGUING. YOU MANAGED TO DEFEAT BOTH THE MANIPULATOR OF MANA, AND THE MANIPULATOR OF ENERGY, EVEN WHEN SEPARATED INTO PAIRS.”

“Yeah, why don’t you send out the manipulator of time, Jack, while you’re at it, so I can CLEAN HIS CLOCK?!” Ben Prime exclaims, slamming his fist into his other hand’s other palm, to which Inspector 13 responds, “NOT OPTIMAL. THE LEAST OPTIMAL, IN FACT. IT’S A SHAME THE ALTERNATE BENJAMIN TENNYSON, AND YOUR VERSION’S GRANDFATHER WILL NOT BE AS LUCKY AS YOU. I AWAIT THEIR DEATHS.”

“23?! Magistratus Max?! They’re still trapped?!” Eunice exclaims, shocked, before turning toward Gwen and asking, “Gwen, can you track them down?”

Nodding in response, Gwen places her fingertips to her temples and concentrates, her eyes glowing pink, to which moments later, she lowers her hands and responds, “Yes, I know where they are! Down a few more hallways! Come on!” as the four of them quickly begin running down the hallway they’re in, Kevin briefly stopping to hear the sounds of even more approaching Techadon robots, angrily exclaiming, “WH- SERIOUSLY?! HOW MANY GUARD ROBOTS DOES THIS NUTJOB HAVE?!” and continues to follow the group, as the scene slowly fades to black. White text begins to appear at the center of the bottom of the screen.


Outside the war ship, atop one of the islands, an all-out war of Omnitrix wielders continues to violently ensue between Ben 10,000, Ultimate Ben, Gwen 10, Ken, and Albedo, against Mad Ben, Nega Ben, Bad Ben, Benzarro, and Albedo 23, all violently trading blows with one another and rapidly transforming into various flashes of different-colored light.

Patient Burn, Benzarro’s version of Heatblast, violently attacks the human Ben 10,000, blasting him with smoldering flames, only for him to suddenly transform in flashes of green light into what appeared to be Nighthowler, retaining his overall body structure, jackal-shaped head, and metallic armor, but instead of shadows, was composed of Hightide’s water, creating the fusion of Nighttide, who proceeds to blast Patient Burn with hydrokinetic beams, extinguishing his smoldering beams, as he exclaims, “NIGHTTIDE!

Meanwhile, Ultimate Ben violently brawls Bad Ben, who was taking on the form of Bad Electro City and barrages Ultimate Ben with electrical bursts of crackling plasma. Rapidly avoiding them through usage of Speedbump’s immense speed, he exclaims, “CRASHHOPPER!” and lunges straight at Bad Electro City, slamming his head straight into Bad Electro City’s chestplate, cracking it and sending him flying back. As Bad Electro City slowly gets up, he looks up at the approaching Ultimate Ben, who exclaims, “HOW COULD YOU DO THIS TO ME?! I THOUGHT OUR TEMPORARY ALLIANCE WOULD HAVE AN IMPACT ON YOU, DID IT NOT?!”

Suddenly transforming in a flash of minty-green light, Bad Ben, now taking on the Methanosian form of Bad Swampfire, responds, “Of course not… you’d think because we helped take down something that was after BOTH of us that I would throw away my ALLIANCE?! You’re wrong as ever. They call me ‘Bad Ben’ for a reason.” before blasting Ultimate Ben with a stream of flaming methane.

“Then. let me show you why they call ME ‘ULTIMATE BEN’!!” Ultimate Ben snaps in response, striking the Ultimatrix symbol on his chest, causing it to sprout its four metal prongs, as he exclaims, “ULTIMATE MOLE-STACHE!” and quickly burrows into the ground, using a combination of Ultimate Mole-Stache’s enhanced digging speed and radar navigation, to burst from beneath Bad Swampfire, throwing him back before barraging him with a series of powerful punches to his face and chest.

Meanwhile, the scene shifts to show Nega Ben, transformed as Nega Reverbatim facing against Gwen 10, still retaining her Loboan form, rapidly absorbing her sonic howl’s sound and rendering her attacks useless. When Gwen 10 attempts to transform, Nega Ben does the same too, as they respectively transform into Nega Arctiguana and Gwen’s Vulpimancer form, possessing a slimmer, less-hunched physique, larger lower-lip, whiter teeth, and thinner forearms. As the latter lunges at Nega Arctiguana, he merely blasts her with an ice beam, rapidly encasing her form in a block of ice, as he chuckles in response, commenting, “Looks like you’ve been put on ice, cous.”

While Ultimate Ben, using Ultimate Mole-Stache’s enhanced strength, and Bad Swampfire continue to fight, the latter attempts to blast Ultimate Ben with a flamethrower-like stream of flames, only for him to restrain his arm and force it in another direction, which happens to be near the frozen Gwen 10, causing Nega Ben to yell out, “WATCH IT, BAD!” and for Bad Swampfire to retort, “SHUT UP! I’M HAVING MY OWN ISSUES RIGHT NOW!” while he finally manages to throw off Ultimate Ben.

Hearing the sounds of cracking ice, Gwen’s Vulpimancer form suddenly ruptures through and pounces on Nega Arctiguana, violently slashing at him, to which he transforms in a bright-gray flash of light into Nega Bullfrag, kicking Gwen’s Vulpimancer form hard in the chest with enhance kicking strength and throwing her off. The two staring each other down, although the latter lacks eyes, they individually transform into flashes of bright-gray and hot-pink light, respectively becoming Nega Heatblast and Gwen’s Pyronite form, as they emit war-cries and barrage each other with pyrokinetic lasers of fiery energy.

Meanwhile, Ken, transformed as Gutbuster, brawls with Albedo 23, barraging her with blasts of both adhesive and acidic sludge, to which she effortlessly manages to avoid the adhesive sludge with the intangibility of the orange-hued Negative Freezeghost, her version of Big Chill, although is ineffective in overpowering his acidic sludge, and thus, decides to transform into Negative Electricyeti, her version of Shocksquatch, and blasts a stream of static electricity, which conducts through Gutbuster’s sludge and violently electrocutes him to the point of reverting back to his human form, falling on his hands and knees.

“You got guts, kid. Too bad that you don’t have brains, eh? Let’s wrap this up A-S-A-P.” Negative Electricyeti exclaims, approaching the defeated Ken and raising back an electrified fist, only to be briefly blinded by a sudden flash of white light, squinting at the alien transformation before her, a comically-small alien, resembling a short humanoid otter with black-and-white skin, a green-and-black jumpsuit, white instead of green in Ken’s case, large, circular eyes, a trio of fins emerging from his head, one on the center of his scalp and one on each side of his head, metal-surrounded sensory nodes on each of his shoulders and wrists, with three on his stomach, large, four-fingered hands, small, three-toed feet, and the Omnitrix symbol on the center of his forehead.

“HAHA! DITTO!” Ken’s new transformation exclaims in an upbeat voice, as Negative Electricyeti, frustrated, launches a blast of static electricity from her mouth, shocked to see Ditto suddenly unveil his ability of rapid self-duplication, as he literally splits into several clones to avoid Negative Electricyeti’s attacks, until she’s surrounded by at least a dozen Ditto clones, commenting, “Aw, S-H-I-T.” before all of the clones suddenly dog-pile on her at once, violently attacking her with punches and kicks.

Meanwhile, Mad Ben, transformed as an armored Mad Feedback, violently battles Albedo, the two of them trading electrokinetically-enhanced blows, although Albedo shows signs of exhaustion due to his weakened abilities. Blasting Albedo in the back with some of his absorbed energy, now redirected as blasts of electrical energy, Albedo stumbles, as Mad Feedback, suddenly transforming into Mad Bloxx, chuckles maniacally and barrages Albedo with extended punches, managing to effortlessly overpower his weak attempts at telekinesis and energy blasts from his forehead eye.

As an overwhelmed Albedo begins to weakly collapse, Mad Bloxx, now Mad ChamAlien, stands over him, commenting, “Tsk, tsk, tsk… when I heard rumors that you were still around, I was ecstatic to have the great inventor of the original Ultimatrix join our forces, but now… I’m disappointed, more than ever. You’re weak as ever... like an old man… what’s happened to you?”

My Psychic Stabilizers were removed… my powers are dampened, but my mind is finally coherent…” Albedo responds, to which Mad ChamAlien says, “Psychic Stabilizers? Hmmm… tell you what, join me… join my forces… become a member of our team again for the first time in years… and we’ll not only rebuild your stabilizers and grant you back your power, but improve it before your wildest ideas… our ‘Higher-Up’ would be thrilled by your return.”

N-...” Albedo utters, slowly pushing himself back up to his feet and starting to stand his ground despite his weakened state and faltering powers. “No… never… never again...


My mind… is coherent again… I can think, I can remember, I can understand things I couldn’t understand before now… I am not held back by animalistic instincts anymore… I am Albedo, not this supposed ‘Amalgabedo’… I am not a monster, and I will not become one AGAIN...

As Mad ChamAlien remains silent, he suddenly transforms in a flash of orange light, becoming Mad Four Arms, as he suddenly grabs Albedo by the throat with one hand, tightening his grip, and comments, “I knew it was too good to be true…” before beginning to strangle the life out of Albedo and lifting him up into the ground, as Albedo struggles to gasp for air, grabbing at his constricted throat, while Mad Four Arms chuckles and says, “Oh, I was wrong… I was so wrong… about me getting no satisfaction about torturing Ben… you’ve betrayed me, you’ve betrayed us, and I want nothing more to take your life in exchange…”

PLEASE… PLEASE, DON’T…” Albedo responds, gasping, as Mad Four Arms only tightens his grip in response, lifting Albedo a few more inches off the ground, and merely states, “I can’t hear the pleads of dead people.” as Albedo helplessly attempts to free himself. Mad Four Arms can only smile brightly…

...before he’s blasted out of nowhere by a stream of high-pressure water, forcing him to release Albedo, as he weakly looks up at its source, Nighttide, clutching a thrashing, semi-defeated Benzarro in his other arm.

LET HIM GO!” Nighttide exclaims, dropping and throwing Benzarro aside and rushing over to Albedo’s aid, reverting back to his human form in the process and asking, “Albedo… are you okay?!”

You… you saved me…” Albedo utters and gasps for air, asking, “Why?!

“Because I already saved you before, 20 years ago, so let’s repeat history.” Ben 10,000 responds, helping Albedo back up to his feet and saying, “I know we can win this together, especially with your help, but… Albedo... do you trust me?”

Albedo hesitates, looking over at the several ongoing fights, with Ultimate Ben, using the powers of Ultimate Big Chill, blasting an icy mist of burning plasma toward Bad Swampfire, forcing him to switch to Bad Snot Goblin and begin barraging him with snotty globules, Gwen’s Pyronite form exchanging pyrokinetically-enhanced punches with Nega Heatblast, who transforms into Nega Water Hazard in an attempt to counter her with watery beams, only for Gwen 10 to suddenly morph into her Polar Manzardill form, blasting an icy beam that froze Nega Water Hazard over, mimicking what he had done to her prior, and Ken, transformed as Ditto, beating the tar out of Negative Mr. Monkey with a bunch of his clones.

Looking back toward Ben 10,000, who holds out his hand toward Albedo, Albedo briefly looks down at his awaiting palm, before back at him, raising up his mutated part-Ultimate-Swampfire, part-Ultimate-Humungousaur right hand…

...and locking his grip with Ben 10,000’s hand, shaking it, as he pridefully responds, “I trust you.

Ben 10,000 smiles in response and simply says, “Let’s go make history.” before suddenly retracting his hand back, readying his Biomnitrix gauntlets, and smacking them together, exclaiming, “BULLMADRILLO!” before suddenly transforming into the bizarre fusion of what appeared to be Armodrillo’s general structure, but possessing Bullfrag’s visor, partial facial structure, respirator around his neck, greenish skin color, and longer legs, with the Biomnitrix symbol atop his respirator.

Suddenly, the duo are alerted to the slowly-rising Mad Ben, his human form no longer wearing the Transmogrificator gauntlet, who begins to speak:

30 years ago... 30 years ago in your years… you dethroned me, and destroyed what was rightfully mine… all those loyal to me, were now turned against me, because of your simplistic ways… they tortured me, whipped my back until it became numb, and gouged my eyes out with red-hot prongs…

I escaped, and spent 8 years in the burning wastelands of my dimension… forced to reteach myself my own senses like a toddler unable to walk… I’ve resented every alternate version of myself, because I only saw them as creatures who wanted to take away my other four senses, labeling themselves as supposed ‘heroes’ for doing so… but now, under the thumb of my new and grand Higher-Up, the one above us all, and his plans to create the Coming Storm, I don’t have to be resentful nor afraid anymore… I’m with my people now...

“Your people are evil, to the core.” Bullmadrillo croaks in response, to which Mad Ben, cracking his neck loudly, merely responds, “I don’t care what you call me. It’s time I end this.

Readying his Power Watch, Mad Ben selects the holographic symbol of Mad Diamondhead and swiftly transforms him, his Petrosapien form greatly armored with spiked plates, additionally possessing orange bandages and a crystal mohawk. Bullmadrillo readying himself with drill-tipped arms, Albedo soon follows, forming ectoplasmic blades from his uppermost pair of hands, as Mad Diamondhead morphs his hands into bladed appendages and lunges forward at the duo, as the scene slowly fades to black. White text begins to appear at the center of the bottom of the screen.


Quickly rushing down a dark, gloomy hallway, Jen, transformed as XLR8, slowly follows Dr. Blurakami, as she steadily begins to slow down, the latter taking note of what appears to be a prison cell kept shut with a field of energy. Dr. Blurakami yells out, “Stop! There’s an active energy cell!” and prompting Jen, still running, to move back a couple feet to where Dr. Blurakami was, reverting back to her human form in the process, Dr. Blurakami was shaken to her core upon realizing the prison cell’s contents.

“LYRIC?! LYRIC LIVINGSTON?!” Dr. Blurakami yells out, suddenly awakening the sleeping Conductoid from within his cell, as he yells back, “Gl-Glenda... Blur… BLURAKAMI?! J-JENNIFER TOO?! BLURAKAMI!!”

“Oh my stars, Lyric, I didn’t expect for you to be here! I thought you were deeper into the ship!” Dr. Blurakami exclaims, as Lyric responds, “You… YOU CAME TO RESCUE ME?! PLEASE, GET ME OUT OF HERE!”

“How… how did you get here?!” Jen exclaims, to which Lyric responds, “Alternate… alternate Ben, with orange Omnitrix, kidnapped me… please, PLEASE JUST GET ME OUT OF HERE FIRST! THEY TORTURED ME, THEY PLAN ON USING FOR… SOMETHING, I DON’T KNOW WHAT, BUT I WILL NOT STAY TO FIND OUT!”

Jen suddenly activates her Cosplayer and transforms into a feminine version of Analyzard, a reptilian, humanoid alien with brown scales, three yellow eyes with red slits for pupils, sharp shoulder-plates, three-clawed hands, a black, green-striped sleeveless jumpsuit for an outfit, and the Cosplayer symbol on the center of her chest. Inspecting the cell’s energy barrier with enhanced vision, she exclaims, “You’re inside a Level 15 Energy Barrier Field Cell… these things’ control panels are only accessible by technokinetic aliens with authorizable bio-energy signatures, so even if I could use Ultimate Upgrade, she couldn’t get through… hang tight, Lyric! We’re going to get you out!”

“For stars’ sake, just hurry!” Lyric responds back, as Analyzard continues analyzing the bizarre energy field, with Dr. Blurakami asking, “It’s an energy barrier, isn’t it? Couldn’t an alien capable of absorbing energy disrupt it?”

“Not without violently zapping themselves in the process. Feedback can penetrate it but get a nasty shock he couldn’t withstand for long, and definitely not Chromastone.” Analyzard responds, to which Dr. Blurakami asks, “Why not break through the walls around the cell?” as Analyzard responds, “I’m 100% sure this thing is connected to an alarm system. All we have to do is touch a wall, and Inspector 13 would be on our asses.”

“Wait… Jen, you’re a shapeshifter, correct? Couldn’t you transform into someone with a recognized bio-energy signature?” Dr. Blurakami asks, to which Analyzard responds, “Correct, I can alter my bio-energy signature. The only issue is the only person I know the appearance of and can turn into is Inspector 13, and I can’t replicate his technology-manipulating gadgets.”

“INDEED.” A familiar voice suddenly exclaims off-screen, as the duo look over to the left, seeing Inspector 13, in person, slowly approaching and arming himself with his Thermal Blaster, while guarded by a pair of blaster-armed Techadon robots. “THAT IS FAR ENOUGH, CITRAKAYAH AND METAMORPHIC IMITATIOID. YOU TWO WILL BE THERMALLY OBLITERATED IF YOU ATTEMPT TO FLEE.”

“SHIT, HE’S HERE!” Lyric exclaims, paralyzed with fear, as Analyzard returns back to her human form in a flash of emerald-green light, and Inspector 13 continues, “NEVER IN MY DAYS WOULD I EXPECT ONE OF MY PRODUCTS TO GO ROUGE AGAINST ME, AND ATTEMPT TO THWART MY PLANS. NO LONGER, CALYPSO. SURRENDER NOW, OR BE DEFEATED AND OBLITERATED.”


“I can regenerate. Even without transforming.” Jen bluntly responds with a smug grin, to which Inspector 13, pointing his Thermal Blaster toward Dr. Blurakami, asks, “CAN THE CITRAKAYAH DO SO TOO? GUARD ROBOTS, FIRE. NON-LETHAL.” before the two Techadon robots begin firing energy blasts from their blasters. Dr. Blurakami braces herself, only to be suddenly protected by Jen, who rapidly transforms into a feminine Chromastone, rapidly absorbing all of their energy blasts, before firing it back in an attack that Inspector 13 ducks to avoid, at the cost of allowing the massive blast of ultraviolet energy to effortlessly destroy both of his guard robots’ upper-bodies, sending their charred remains crashing to the ground beneath them.

“YOU WANT ME? COME GET ME!” Chromastone exclaims, as Inspector 13 sprints forward, the two breaking out into hand-to-hand combat. Chromastone attempts to fire another UV blast, but Inspector 13 quickly avoids it and strikes her with his gloved hand, enough to partially crack the right side of Chromastone’s face. As he attempts to punch again, Chromastone, stumbling slightly, manages to grab hold of his gloved hand with her fist.

In response, Inspector 13 fires his Thermal Blaster, only for Chromastone to absorb the thermal blast of energy straight through her gripping hand and fire it out the tip of the crystal atop her head, directly striking the right side of his face. Inspector 13 stumbles back, shrieking as his destroyed cybernetic eye discharges sparks of electricity, to which Chromastone fires another UV blast, only for Inspector 13 to protect himself with his gloved hand, causing it to take the force of the blast and underneath, reveal its fully-cybernetic properties underneath.

“Cybernetic, huh? Shame. You didn’t even take the glove off yourself, and make a pop culture reference.” Chromastone comments, to which Inspector 13 lunges forward, attempting to attack Chromastone, only for her to grab him by the neck and spinning around, suddenly slams the left side of his head against the energy barrier within one fell swoop. As Inspector 13 screams out from the surging energy blast attacking the colliding matter, Chromastone holds him until he goes limp, and releases him onto the ground, revealing the smoking portion of his skull, discharging more electric sparks.

“Holy moly... that was brutal...” Dr. Blurakami responds, as Chromastone reaches down, grabbing Inspector 13 by his cybernetic wrist, and drags him toward the energy barrier cell’s control panel, before slamming his cybernetic palm against the cell’s control panel, involuntarily activating his assisting technokinetic gadgets, as several miniature robotic appendages also interlock into the interface. After a few seconds of scanning and authorizing Inspector 13’s bio-energy signature, the energy barrier successfully disengages, freeing Lyric, as Chromastone drops the unconscious Inspector 13 and reverts back to her human form.

“You’re… you’re amazing… the both of you…” Lyric comments, left in total awe, as Dr. Blurakami swiftly hugs Lyric, exclaiming, “I’m sorry! I’m so sorry it took me this long to get to you! Please, please come with us! Benjamin Tennyson, OUR Ben Tennyson, Gwen Tennyson, Kevin Levin, all of his allies are here! They can take us out of here-!”

“Then we better move.” Jen responds, hearing the sounds of approaching Techadon robots. Jen nodding in response, she activates her Cosplayer and transforms in a flash of emerald-green light, becoming a feminine version of Jetray, exclaiming, “JETRAY!”, as she quickly takes flight down the hallways, as she’s followed by Dr. Blurakami, holding onto Lyric and using her enhanced degree of speed, and several oncoming Techadon robots. Laying limp on the ground, Inspector 13’s functional left eye flickers slightly, as his head begins to shift upwards.

Meanwhile, the scene finally returns to one of the miniature training rooms, which by now, was completely trashed, with Ben 23 and Grandpa Max fighting against Khyber and his Nemetrix-wielding Panuncian. As Grandpa Max traded blows with Khyber in hand-to-hand combat, Ben 23, taking the form of his version of Ball Weevil, the snow-white Bugga-Bug, fires several plasma blasts against the slightly-wounded, but still-fighting Ultimate Tyrannopede.

Khyber’s Pauncian forced to transform to withstand Bugga-Bug’s concussive plasma attacks, she transforms into Terroranchula, the predatory species of Atrocian Plasmoids, represented as a giant, four-legged spider, with a silverfish-like body, clawed pincers on the end of each limbs, and a silver exoskeleton with light-brown hair covering the lower-half of her four legs and the back of her head, although a reptilian head surrounded with mandible-like appendages, one on each corner of her head, a permanently-open mouth smile, and the Nemetrix symbol atop a spiked collar around her neck. Bugga-Bug attempting to fire more globules, Terroranchula quickly manifested a glowing-red, forcefield-like shield resembling a spider web that neutralizes and disintegrates the plasma attacks upon contact.

“That’s a Terroranchula, master! The natural predatory species of Bugga-Bug! It can easily counter his attacks! Transform into something else!” Skurd 23 exclaims, to which Bugga-Bug taps the Hero Watch symbol on his brace and quickly transforms into his blue-carapaced version of Crashhopper, Blue Jump Buggy, lunging up into the air and violently stomping onto the Terroranchula, which slams her into the ground with a massive force.

However, Terroranchula suddenly transforms into another flash of red light, becoming Mucilator, the predatory species of Orthopterrans, represented as a massive, bulbous, overweight alien with frog-like features. Possessing rocky growths atop various points of his skin, a hideous face with a nose atop his forehead, dark-purple, heavy-lidded eyes, and a mouth possessing a long, prehensile tongue, three-toed legs, and several, purplish-pink, gelatinous growths atop its cheeks, chin, legs, and bulging stomach, the latter of which Blue Jump Buggy found his legs beginning to suddenly sink into, his attempts to struggle causing him to only sink deeper.

“Damn it!” Blue Jump Buggy exclaims, struggling to break free, as he begins to sink deeper into one of Mucilator’s larva sacks, while Grandpa Max and Khyber continue to fight in the background. “Skurd, I need a hand!”

“Hands, you say? Again, I don’t have any, but regardless, here’s TWO!” Skurd 23 responds, morphing his tendrils down Blue Jump Buggy’s arms and morphing both the ends of his forearms and hands into the forearms and hands of Battery Man, Ben 23’s version of Buzzshock, to which he began firing electrokinetic bursts of energy from them.

Violently electrocuting Mucilator’s larva sacks, she wails in pain, and allows Blue Jump Buggy to finally pull himself free, landing onto the ground and firing several electrical blasts at Mucilator from his Nosedeenian-transformed hands, to which it struggles to defend itself due to its sluggish state, eventually transforming back into Tyrannopede and attempting to bite down on Blue Jump Buggy, only for him to transform in a flash of blue light and blast Tyrannopede off with his revealed transformation: RADI8, the lighter-colored, golden-bolted Dimension 23 version of NRG, his grill-plate glowing with dark-blue radiation.

“HAHAHA! I LOVE THIS SLIMEBIOTE!” RADI8 exclaims in his deep, Russian accent, firing another blast of radiation at Tyrannopede from his grill-plate, forcing it to suddenly transform back into Terroranchula again and use its energy webs to partially neutralize RADI8’s radioactive energy blasts.

Manually opening his containment suit’s helmet, the unsuited, dark-blue true form of RADI8 leaps out from his suit, Skurd 23 atop his disconnected Omnitrix symbol, as Terroranchula attempts to fire his energy web forward as an offensive attack, only for Skurd 23 to morph his slimy tendrils downwards and transform RADI8’s forearms into that of his version of Feedback, dubbed Plug Man, which he uses to effortlessly absorb Terroranchula’s energy net and fire it straight back at him in the form of bright-cyan electricity, violently electrocuting Terroranchula.

As Terroranchula collapses, unexpectedly reverting back to his Panuncian form, Skurd 23 retracts his augmentations and RADI8 returns inside his suit, asking, “HAD ENOUGH?!” to which the Panuncian attempted to growl in response, but instead could only weakly collapse forward. Khyber, taking note, exclaims, “NO, STOP IT, YOU-!” in defeat, lowering his guard enough for Grandpa Max to sock him across the face, throwing him on his back and allowing Grandpa Max to swipe his dagger, throwing it aside and out of reach.

“Time’s up, Khyber! You’ve lost!” Grandpa Max exclaims, to which Khyber responds, “Ah, but I still have one more weapon you can’t exactly steal.” before suddenly firing a stream of webs from his horn directly into Grandpa Max’s face, briefly blinding him, and allowing Khyber to get back up, rush to requip himself with his dagger, and tempted to rush over and quickly put an end to Grandpa Max, he instead rushes over to the aid of his slowly-recovering Panuncian.

RADI8 attempting to fire another radioactive blast at him, Khyber emitted his piercing whistle and instinctively caused his Panuncian to transform into Crabdozer, his fire-proof hide shielding him from RADI8’s blast. Crawling atop Crabdozer, Khyber commands, “We’ve lost. Flee before they become wise.” to which Crabdozer quickly takes off, charging across the destroyed training room and effortlessly smashing through the metal doors in the process, to which RADI8 quickly transforms into Speedyquick and attempts to follow after them with his enhanced speed, only to see both Khyber and Terroranchula fleeing down the hallway, and that the opened means of escape had been blocked by one of Terroranchula’s energy webs.

“YEAH, YOU BETTER RUN, HUNTER HATERS!” Speedyquick retorts, quickly reverting back to his human form in a flash of bright-blue light and coming to the aid of Grandpa Max, asking, “You okay, Max?”

“You did good, kid. You’re still young, but you’re learning very fast.” Grandpa Max says, his Plumbers armor slightly damaged from his fight with Khyber. “I’m sure your own Max would be proud of you.”

“He…” Ben 23 responds, briefly looking down at Skurd 23, before looking back up at Grandpa Max. “...he would… thank you, Max...

“Terroranchula web, huh?” A familiar voice responds, as the duo quickly look over, seeing Ben Prime on the other end of the web blocking the busted doorways, to which he readies his Omnitrix, transforms into Feedback, and effortlessly absorbs the energy web, before entering the destroyed training room, being followed by his regrouped allies of Gwen, Kevin, Eunice, and surprisingly, both Dr. Blurakami, Lyric, and Jen off-screen, to which Grandpa Max exclaims, “Ben! Gwen!”

“If the gang’s all back together, then come on, because we’re busting out of here.” Feedback responds, as the scene slowly fades to black. White text begins to appear at the center of the bottom of the screen.


Ultimate Ben and Bad Ben violently exchange attacks with one another, the former’s clothes visibly torn and bloodied, as the latter, transformed as Bad Humungousaur and altered to his maxim size, repeatedly attempts to squash Ultimate Ben, to which he exclaims, “CHRISTMAS PINE!” as the hologram spawning behind him, appears to be a humanoid pine tree with a body made from brown bark, branch-like arms ending in green ornaments, four root-like legs ending in X-shaped wooden bases, and both dark-green pine needles sticking out of his head and arms, and Christmas lights wrapped around him, with the Ultimatrix symbol taking the form of a hanging ornament on the left side of his chest.

Firing razor-sharp pine needles from his hands, they prove surprisingly effective against Bad Humungousaur’s armored skin, although show nothing more but mild discomfort. Transforming in a flash of minty-green light, Bad Humungousaur rapidly morphs into Bad Gravattack, attempting to gravitationally weigh Ultimate Ben down, only for suddenly, a massive figure to smash straight into the backside of Bad Gravattack, slamming him into the ground and revealing himself as Bullmadrillo, who morphs his hands into jackhammers and violently pounds Bad Gravattack’s rocky body, forcing him to transform into Bad Sandbox to escape, before reforming his sandy body behind Bullmadrillo and transforming into Bad Grecarden, summoning several pillars that violently slam him into it from several different sides.

“You think these can hold me? THINK AGAIN!” Bullmadrillo responds, slamming his hands into the ground and releasing a powerful seismic shockwave that violently shatters the pillars, allowing a recovered Ultimate Ben to lunge forth and pummel Bad Grecarden into oblivion with Four Arms’ enhanced punching speed, his fists leaving craters in his stony body and not stopping until he had fallen onto his backside, forcefully reverted to his human form and too weak to get back up, to which he groans out, Ultimate Ben, looking down on him, merely utters, “I trusted and helped you. Never again.”

“H-Hey, man... thank… you…” Ultimate Ben utters, gasping slightly due to his injuries, as Bullmadrillo responds, “You don’t look good.” to which Ultimate Ben turns to face him, his eyes slightly bloodshot, and sternly responds, “I’ll live.”

Meanwhile, Nega Ben, transformed as Nega Sabbattoir, barrages Gwen’s Kineceleran form with several elemental attacks, although her form’s vast agility prove his attacks very ineffective. Growing frustrated, he suddenly transforms in a flash of bright-gray light into Nega Mercurious, barraging her with sudden blasts of mercury from in-between the plates of his armor, but despite this, Gwen’s Kineceleran form still proves too fast for him to strike, and eventually lunges forward, smashing her wheel-gripping foot into the “face” of Nega Mercurious, throwing him back several feet, only for him to roll back up, transforming into Nega Steambriner, blasting her with beams of scalding brine.

“WHY CAN’T I HIT YOU?!” Nega Steambriner exclaims with frustration, as not even his blasts of scalding brine were enough to strike with the extremely-agile Kineceleran form of Gwen 10, to which she, while still running, responds, “Why are you complaining, cous? By your logic, running is always your best bet!”

Frustrated, Nega Steambriner suddenly transforms into Nega Armodrillo and slams his jackhammer-like arms into the ground, creating a violent shockwave in an attempt to disorientate and stun her, only for her to suddenly leap into the air upon briefly transforming into her Tetramand form and utilizing her enhanced jumping strength, before transforming in her Arburian Pelarota form’s spherical form while in mid-air, and slamming Nega Armodrillo straight into the crust.

Upon getting back up to her feet, revealing her feminine Arburian Pelarota’s characteristics, including purple lips, present freckles, lavender-colored skin, dark-blue bolts, and black stripes on her torso in a design similar to a bikini, Nega Armodrillo had both reverted back to his human form and finally been defeated, left unconscious and bleeding slightly, to which Gwen’s Arburian Pelarota form merely dusts off her large clawed hands in response, as she is suddenly ambushed and grappled onto by the wailing Patient Assemble, Benzarro’s version of Bloxx.

Meanwhile, Ken, still transformed as Ditto, fights the efforts of Albedo 23, who was transformed as her version of Ultimate Spidermonkey: Negative Epitome Mr. Monkey. Using her spider legs for enhanced mobility, she barrages several of Ditto’s clones with streams of webbing, restraining them, and flicks several clones aside with spider legs when they get too close to her, attempting to restrain her spider legs. One of Ditto’s clones quickly striking his Omnitrix replica symbol, he transforms into Snakepit and slashes at Negative Epitome Mr. Monkey with powerful swipes of his tail, but is quickly overpowered and swiftly restrained by Negative Epitome Mr. Monkey.

“I TOLD YOU… WE WERE GOING TO WRAP THIS UP A-S-A-P!!” Negative Epitome Mr. Monkey yells with frustration, to which Snakepit responds, “Yeah? Too bad for me, because-” before using a still-freed arm to smack the Omnitrix replica symbol on his chest, transforming in a flash of white light into Buzzshock, who maniacally exclaims, “I’M NOT GOOD WITH LISTENING!!” before leaping forward, beginning to rapidly zip back and forth, avoiding Negative Epitome Mr. Monkey’s attempts to grab or slash at him with her hands or spider legs.

Meanwhile, Patient Assemble is quickly overpowered by Gwen’s Arburian Pelarota form, rapidly curling into her spherical form and smashing him to bits, forcing him to transform in a flash of dark-purple light, into his zombified version of Eye Guy, named Patient Stare, possessing his signature greenish, splotchy skin, bloodshot, tearing-up eyeballs, and floppy, hole-ridden ears, and begins to barrage Gwen’s Arburian Pelarota form with freezing optic beams, exclaiming, “BENZARRO CRUSH DUMB DWEEB!”

“NOT LIKELY!” Gwen’s Arburian Pelarota form responds, smashing straight into Patient Stare and sending him flying back, although he quickly recovers and groaning, ejects a grotesque goo-like discharge from his eyes, forming a puddle that Gwen’s Arburian Pelarota slips in her attempts to spin through it, exclaiming sounds of disgust upon realizing what it is, as Patient Stare stands over her, holding out his palms and readying to fire out a pair of fiery optic beams, to which suddenly, a finger loudly taps on his shoulder, getting his attention, as he clumsily turns around toward the tapping finger’s origin and asks, “WHAT WANT?”

Ultimate Ben revealing himself, he strikes the Ultimatrix symbol on his chest, exclaiming, “GUTROT!” and gaining the powers of an unfamiliar alien, represented as a black-spotted, bluish-purple-skinned, dome-headed, humanoid alien covered in metallic-lined, bright-green, white-striped jumpsuit, large white gloves, a belt centered with a large squared window on the center of his abdomen, its contents that of various gases flowing inside, and a white, metallic respirator-like gas mask, containing the Ultimatrix symbol on the front. His most defining attribute were the large, metallic nozzles all over his body, one on each shoulder, two on each forearm, three on each of the white rim-like armor in-between his shoulders, one on the center of his scalp, one on each side of his head, one on the center of his back, and one comically on the center of his posterior.

Patient Stare clumsily staring in response with a confused expression, and Gwen’s Arburian Pelarota form switching to her eyeless Vulpimancer form to make her invulnerable to his oncoming attacks, Ultimate Ben suddenly begins to emit a gaseous blast from his body, that upon realization to Patient Stare, was blinding tear gas, as he wails out in pain, repeatedly exclaiming, “OWIE! GAS MAKE BENZARRO EYE HURTIE! EYE HURTIE! EYE HURTIE!'' before Ultimate Ben, immune to the tear gas due to Gutrot’s physiology, effortlessly clonks the blinded Patient Stare over the head with a fist, knocking him out with ease and reverting him back to his human form in a flash of purple light.

FANFARE!” Ultimate Ben exclaims, the hologram of said alien briefly materializing behind him, as he uses his aerokinesis of said alien to quickly extinguish the gaseous concoction in the air, as Gwen’s Vulpimancer form, sensing the removal of the gas, reverts back to her human form, exhausted and exclaiming, “Phew… nice job...”

GET OFF ME, YOU LITTLE SHORT-CIRCUITING-” Negative Epitome Mr. Monkey yells out in frustration, still trying to deal with Buzzshock, while meanwhile, several of Ditto’s clones have freed themselves from Negative Epitome Mr. Monkey’s webs, and getting a similar idea to Buzzshock, begin rapidly transforming themselves into Buzzshock too, soon surrounding Negative Epitome Mr. Monkey in a swirling mass of electricity, violently zapping her from all different angles. “STOP IT! STOP IT, YOU SON OF A-!

“Ahem.” A voice suddenly pipes up from behind Negative Epitome Mr. Monkey, revealing himself as Ben 10,000, again transformed as Nighttide. “Language. That's my son.”

Violently blasting Negative Epitome Mr. Monkey with a powerful pair of hydrokinetic blasts, the Buzzshock clones immediately catches wind of what he is intending to do, and all at once, fire jolts of electricity straight at the water-soaked Negative Epitome Mr. Monkey, its effects amplified when not only all combined together into one electrical attack, but with the conductivity properties of Nighttide’s watery form. Moments later, Negative Epitome Mr. Monkey collapses in a heap, defeated and reverting back to her human form in a flash of apricot-orange light, while both Nighttide and the Buzzshock clones, merging back into one, similarly return to their human forms, as Ken, impressed, exclaims “Nice thinking, Dad!” before the duo are suddenly alerted to the last and most intense battle.

Mad Ben, transformed as the helmeted, spiked-shoulder-padded Mad Perk Upchuck, as Mad Diamondhead had been presumably defeated off-screen, swiftly consumes several rocks and spits them back out at Albedo in the form of several orange energy blasts, only for him to quickly destroy them with nuclear blasts of his robotic arm and rush forward, barraging Mad Perk Upchuck with several, cosmic-energy-enhanced blows, of which Mad Ben transforms into the spike-covered Mad NRG, firing beams of bright-orange radiation back at Albedo, who effortlessly absorbs them with his nuclear powers, before revealing his sonic disks and using them to emit a cloud of corrosive gas that begins to rapidly oxidize Mad NRG’s containment suit, coating in a layer of rust and forcing him to again transform in a flash of orange light, becoming an orange Mad Goop, who begins fires several blasts of acidic slime at him.

His abilities still too weak for him to form an energy shield in time, the acid collides with his chest and shoulder, severely injuring him, as alien blood leaks down his abdomen. Transforming yet again, Mad Wildmutt, possessing a harness and spiked collar around his neck, lunges at Albedo, tearing into his other exposed shoulder and ripping through its flesh. Baring his wrist-claws, he slashes at Mad Wildmutt’s side and throws him off, using his limited degree of maintained telekinesis to slam several rocks into him. Snarling, he transforms yet again, transforming in the armored Mad Echo Echo, splitting into a series of clones and each of them unleashing sonic screams at Albedo, only for him to respond with his own, much-stronger sonic scream, easily overpowering Mad Echo Echo.

“I gotta help Albedo! Stay here, Kenny!” Ben 10,000 exclaims, looking down at Ken, who nods in response, as Ben 10,000 begins to rush toward Mad Ben, activating his Biomnitrix gauntlets and exclaiming, “SANDPIT!” before transforming in flashes of green light, becoming what retained the overall body structure of Snakepit, including his arm count and facial structure, but was entirely made out of sand like Sandbox, possessing the Biomnitrix symbol on his forehead. Barraging Mad Echo Echo with a series of elastic punches, Mad Echo Echo duplicates into a pair of clones and fires dual sonic screams at Sandpit, launching him back.

“STAY OUT OF THIS!” One of Mad Echo Echo’s clones exclaims, as the other clarifies, “IT’S BETWEEN ME AND HIM! I CAN’T WAIT TO GET RID OF THIS PATHETIC TRAITOR ONCE AND FOR ALL!

Sandpit tumbling back and reverting to his human form, he attempts to rush forward to try to interfere, but is stopped by Ultimate Ben, allowing Albedo to fight on his own against Mad Ben. Mad Echo Echo too weak against Albedo, Mad Ben transforms in yet another flash of orange light, becoming the greatly-metal-armored Mad Terraspin, his shell lined with spikes and flipper-like arms ending in bandages, to which he exclaims, “ONLY ONE OF US WILL ESCAPE THIS REALM ALIVE, ALBEDO!!

As the rest of Albedo’s allies look on, unwilling to interfere, they are alerted to the sounds of distant roars of Way Bads, looking over to see a small group of them slowly approaching, including the previously-seen, facially-deformed male, a female Way Bad, represented by a lanky, albeit still-curvy form, her contorted face represented by metallic, hair-like tendrils tipped with red, a large, partially-metallic, red-tipped head-fin, similarly-red-tipped shoulder-pads, extended, miniature optical organs running down her back like vertebrae, a short, metallic, red-tipped tail, and high-heel-shaped feet, and what appeared to be their “leader”: a voluptuous female in black, gothic clothing, including studded and spike bracelets around her neck and limbs, spiked pigtail-like blades emerging from the sides of her head, with similar, larger ones on her shoulders and forearms, and deep, symmetrical, black scars on her forearms.

“Looks like we got even more trouble. But that’s nothing I’m not capable of handling.” Ben 10,000 exclaims, activating both of his Biomnitrix gauntlets and transforming between Clockwork and Shocksquatch, retaining the former’s bronzed armor, torso structure, chest window, head-key in the shape of Shocksquatch’s crest, and the latter’s body structure, partial facial structure, and silver bolts, the Biomnitrix symbol on the center of his chest window, exclaiming “CLOCKSQUATCH!” as the scene slowly fades to black. White text begins to appear at the center of the bottom of the screen.


The entire group reaches a massive boarding deck within the warship’s lower-quarters, and with the combined efforts of Jen’s usage of Ultimate Upgrade, and Ben 23’s usage of Techno-Bubble, the boarding deck is slowly reactivated, sounding off a blaring alarm, as a section of the floor begins to mechanically lower into a ramp leading off into the abyss of the Null Void, the ground of the closest island beneath the opening ramp a good half-mile. Both Omnitrix wielders reverting back to their human forms, Ben Prime readies his Omnitrix, exclaiming, “All three of you, transform into either Diamondhead or Bloxx. We’re going to create a massive platform that’s going to lead us back to solid ground.”

“And once we get there, we’re going to all use Clockwork’s powers to create a powerful-enough Sotobro Effect to attract Professor Paradox, who will lead us out of here, correct?” Jen transforms, dialing up her Cosplayer, to which Ben Prime nods in response and transforms into Diamondhead, asking, “Everyone ready to-”

IT’S A SHAME, REALLY… YOU ALL CAME THIS FAR… JUST TO DIE AT OUR HANDS...” A familiar voice sounds off from the darkness, slowly emerging to reveal itself as the mutated Aggregor, as slowly, various antagonists emerges from the shadows, including the reptilian Charmcaster and severely-damaged, but still-conscious Inspector 13, guarded by an onslaught of arriving Techadon robots.

“Sorry… but I don’t see that being in the cards for us!” Diamondhead responds before smacking the Ultimatrix symbol on the center of his chest, causing it to sprout its four prongs, growing taller and more armored, his crystals becoming bright-pink in coloration and greatly exaggerated, developing thicker back-spikes, larger shoulder-pads, crystals extending upwards from his pectorals, and a densely-armored forehead, jaw, forearms, and shins, as he triumphantly exclaims, “ULTIMATE DIAMONDHEAD!!

OB-OBLITERATE THEM.” Inspector 13 exclaims, his voice electronically distorted and stuttering slightly due to his damaged state, as his guard robots rush into battle, alongside Aggregor and Charmcaster. Ben Prime’s allies ready themselves, with Gwen accessing her Spellcaster form, Kevin armoring himself with a jagged layer of Ultimate Diamondhead’s crystals, Ben 23 transforming into Magnet Dude, his version of Lodestar, with Skurd 23 stretching downwards and granting him Blue Jump Buggy’s spring-loaded, insectoid legs, Jen transforming into a feminine Gutrot, Eunice readying herself, channeling Heatblast’s flames from one hand, and Chromastone’s UV energy from another, Dr. Blurakami taking on a running stance, and Lyric channeling absorbed electrical energy throughout his arms and antennae.

With a fast-paced montage, they lay waste to their foes: Ultimate Diamondhead slams his hands into the ground and manifests a huge eruption of razor-sharp, bright-pink crystals from the ground beneath several Techadon robots, impaling and ripping them apart, Gwen launching several explosive blasts of mana toward Charmcaster, Kevin manifesting a pair of enlarged, spiked maces from his hands and smashing Aggregor against his skeletal face, Magnet Dude lunging up into the air with Blue Jump Buggy’s enhanced jumping strength and using his magnetokinesis to tear apart several Techadon robots, Gutrot releasing a corrosive gas that began to melt through several robots’ armors, leaving them vulnerable enough for Eunice to destroy their exposed skeletons with a combination of Heatblast and Chromastone’s abilities, and finally, Dr. Blurakami sprinting forward and slamming his fist into the abdomen of Inspector 13, and allowing Lyric to zoom him and blast him with electricity while he’s stunned.

Much of the robots already destroyed, Ultimate Diamondhead and Kevin violently attack the recovered Aggregor, plummeting him violently and avoiding several of his alien attacks, including Heatblast’s fire breath, Jetray’s neuroshock blasts, and Clockwork’s time rays, while Gwen exclaimes the protective, shield-spawning spell of, “CHANT OF TOTH!” which deflects and shields her from a corrosive blast of venom from Charmcaster, while both Dr. Blurakami and Lyric take revenge on Inspector 13, effortlessly defeating him and allowing Lyric to absorb the energy of a few remaining robots, draining them until deactivation. Angrily roaring, Aggregor takes flight and rushes at Ultimate Diamondhead, slamming him back and beginning to rapidly near the ledge of the lowered ramp.

“WHAT ARE YOU DOING?!” Ultimate Diamondhead exclaims, shocked, as Aggregor exclaims, “IF I LOSE… THEN I TAKE YOU DOWN WITH ME, CHANGELING!!” and within an instance, suddenly slams both the two of them over the edge of the ramp, sending them tumbling out of the ship, as Gwen yells out, “BEN!!” in shock. Charmcaster attempts to overpower Gwen in her moment of distraction, until she’s suddenly smashed under a pile of magnetically-thrown metal crates, courtesy of Magnet Dude. Gutrot quickly sprints after Ultimate Diamondhead, lunging after the ramp and transforming into Jetray, as she begins to soar downwards after him.

Below, falling from the underside of the abandoned alien warship, Aggregor begins rapidly wrapping his tentacles around Ultimate Diamondhead’s arms in an attempt to prevent him from using the Omnitrix to transform, as he yells out, “YOU’RE INSANE, AGGREGOR!!” in shock.

NO… I’VE WON! I WILL HAVE MY ULTIMATE REVENGE!!” Aggregor responds, maniacally laughing, to which Ultimate Diamondhead responds, “Yeah? And I got news for you... the symbol on my chest is just for show… I’ve lost my requirement to touch it to transform into someone else LONG ago… in fact, specifically on my 18th birthday...” before a slow eruption of green light begins to consume Ultimate Diamondhead’s body.

WHAT?! IMPOSSIBLE!!” Aggregor exclaims, shocked, as he’s being blinded by the sudden transformation of Ultimate Diamondhead into a humanoid pterodactyl-like alien with a large, pale-orange, beaked mouth, antennae-like eyebrows, reddish-brown scales, black-and-green clothing in the form of a sleeveless jumpsuit, green braces and gloves around his wrists, ankles, and waist, open protrusions on her outer-forearms, a pair of pale-orange, retractable wings resembling a glider in structure, connecting to a biomechanical, jetpack-like apparatus connecting to his backside, and the Omnitrix symbol on his left outer-shoulder, which he identifies himself “AGGREGOR… MEET ASTRODACTYL!” and quickly takes flight, extending out his weapons and activating his jetpack.

GET A TASTE OF MY INTERNAL STAR POWER!” Astrodactyl exclaims, suddenly firing a blast of green energy out of his mouth into Aggregor’s skeletal face, causing him to scream out in pain from the intense blast. The ground growing closer by the second, Astrodactyl quickly flies upwards, as Aggregor struggles to flap his wings to take flight himself, and eventually crash straight into a Null Void island below, creating a massive crater and violent explosion of rubble. His human hand weakly emerges from the crater, attempting to pull himself out, but eventually sinks back inside, defeated.

BEN!” Jetray suddenly exclaims, as Astrodactyl looks up at her arrival and comments, “Gravity got the best of him. He’s down for the count. How’s Charmcaster?”

Within an instance, Charmcaster, her reptilian form further altered by her magic and now possessing scaly, gargoyle-like wings, flies out of the warship’s open deck, her clawed hands clutching the shoulders of the defeated Inspector 13, bits of pink crystal sticking out of his severely-damaged suit, as the two of them fly off into the endless abyss of the Null Void, to which Jetray simply snickers and responds, “...sight-seeing, I suppose?

“As long as that’s two LESS headaches to deal with, I’m fine with that.” Astrodactyl responds, hearing the sounds of distant Way Bad screeches. “Get Gwen to activate a teleportation spell. If she can’t teleport us out of the Null Void, take us toward one of the nearest islands, so-”

Within an instance, a time portal opens out of thin air, around a dozen feet away from the two flying alien, as Professor Paradox slowly steps out of the time portal, only to realize the absence of solid ground beneath him, causing him to fall, but luckily onto the ground of a floating island a couple feet below his portal, to which he eventually looks up, smiles, and greets the two Omnitrix wielders with, “Hello, children!”

“And where have YOU been?!” Astrodactyl responds, annoyed. “Where’s your help you promised? We’ve already taken down like 3 major bad guys while you were GONE!!”

“I am aware, I am aware. I would have arrived sooner, but it appears the Null Void is not a stickler toward abiding by the laws of time.” Professor Paradox responds, to which Astrodactyl asks, “What does that even mean? Isn’t there like, no form of time, in the Null Void?!”

“Things happen in here while other things happen in other universes, do they not?” Professor Paradox responds, to which Astrodactyl, confused regardless, rolls his eyes in response, only to hear the sounds of more distant Way Bads, as Professor Paradox comments, “So that appears to be the source of all those rampant temporal shockwaves! The Sotobro Effect is not a bell you can repeatedly shake around and ring like a toddler!”

“Who’s saying I was the one causing it? It’s just a bunch of Way Bads...” Astrodactyl responds, to which Professor Paradox says, “Of course that wasn’t you. You’re right here, while on other hand, your ‘help’ is right over here.” and points in the direction of the nearby Way Bads, as the scene slowly fades to black. White text begins to appear at the center of the bottom of the screen.


Using Bloxx’s abilities of generating blocks of hardened clay, Ultimate Ben finally completes constructing a large cage restraining all five of the defeated, semi-conscious, alternate Omnitrix wielders, their hands, more specifically their Omnitrixes, coated in makeshift restraints in the form of Gutbuster’s adhesive slime, also created by Ultimate Ben, as Bad Ben, conscious again and struggling against his restraints, comments, “You’re so close-minded and idiotic if you think this is over... in fact, this is only JUST beginning... the Transmogrificator has been completed... you can put us in Plumber’s custody, and beat us up all you want… but you’ve WON, but you won’t succeed in-”

Grumbling in frustration, Ultimate Ben simply hits the Ultimatrix symbol on his chest, gaining the powers of Pesky Dust, before launching a blast of projectile sleeping dust that immediately knocks Bad Ben out, causing him to collapse in a snoring heap, to which he finishes Bad Ben’s statement himself, “-in shutting you up? Doubtful. Sweet dreams, sore loser.”

Ken and Gwen 10 both staring nearby, the latter pats Ultimate Ben on his weak shoulder, commenting, “Nice handiwork.” when seeing the makeshift cage, but doesn’t get a response, and before she knows it, Ultimate Ben comically falls to his side and passes out from sheer exhaustion before he even hits the ground beneath him.

“Huh, well, then… nice...” Gwen 10 responds, suddenly noticing her recharged Omnitrix and smiling as she activates it, selecting a tall humanoid silhouette with bladed arms, and commenting, “...well, hello there. It’s about time I can finally use you properly again.” before smacking her palm down on the primed core, consuming her body in a flash of pink light.

Meanwhile, Clocksquatch violently attacks several of the Way Bads, which now included a few of the previously-depicted males, launching several electrified chronokinetic attacks, freezing chunks of their body in time, and attacking their hyper-sensitive head-fins, practically critical weak-points, with blasts of electricity. The gothic female Way Bad crossing her arms in a X, left wrist over the right, she begins to ready to fire a powerful cosmic blast toward Clocksquatch, to which he rapidly freezes time, stepping out of the way out of its line of fire, and unfreezes it, causing the ray to miss entirely. The deformed male Way Bad reeling an arm up and attempting to slam it atop of Clocksquatch, he quickly blasts the Way Bad with a rapidly-decelerating time ray, before suddenly transforming in flashes of green light.

TERRADACTYL!!” Ben 10,000 exclaims, revealing his fusion to be a cross between Terraspin and Astrodactyl, possessing the former’s flipper-like arms, shrunken shell apart of Astrodactyl’s jetpack, skin coloration, holes atop the front of his torso, and toe claws, and the latter’s head and body structures, claws, and wings, with the Biomnitrix symbol on the center of his chest. Taking a combination of energy-propelling and aerokinetic flight, Ben 10,000 lunges himself into the air, firing a powerful gust of wind from his chest at the metal-haired female Way Bad, attempting to push her back, but was unsuccessful, even when emitting a pair of energy whips from the mechanical growths on his forearms and striking it repeatedly.

The female Way Bad emitting a piercing roar and soon, a blast of cosmic energy from her eyes, Terradactyl is suddenly struck out of the sky, his left wing pierced by the attack, only for him to suddenly land atop what appeared to be a giant white palm, that slowly lowered and allowed the damaged Terradactyl to land atop a nearby island, reverting back to his human form, as he turns around and looks up at the palm’s origin.

Standing before the two remaining Way Bads, was one of Gwen 10’s greatest transformation, her To’kustar form, a skyscraper-tall, humanoid alien, covered in smooth, stark-white skin and bio-metallic, bright-blue armor, with a large fin emerging from the center of her scalp, metallic blades emerging from her collar-bones and outer-hips, with much larger ones emerging from the outer-sides of both of her forearms, along with featuring a secondary pair of metallic-lined eyes, one on each side of her jawline, and her pink, cat’s-head-stylized Omnitrix symbol atop the center of her chest, a transformation Ben simply called Way Big, for obvious reasons. The two Way Bads hissing in response to the arrival of Gwen’s To’kustar form, she merely cracks her knuckles and rushes into battle, while Ben 10,000 transforms into Terradactyl again and swoops back to the primary Null Void island, until to bump straight into Jetray.

“Woah…” Terradactyl utters, slightly startled, as Jetray smirks and responds, “ looking into a carnival mirror, huh? Name’s Jen. You might remember me, 20 years ago.”

“Wait... I remember YOU now… Jen, it’s been forever…” Terradactyl responds, as Gwen’s To’kustar form lays waste to the trio of Way Bads before her, slamming the two females’ heads together and disorientating them, before kneeing one in the chest and sending her falling backwards into the islands behind her. As the gothic female attempts to cross her arms and blast Gwen’s To’kustar form with a beam of cosmic energy, she merely grabs hold of her wrists, pulls her arms toward her, and slams her foot into her chest, throwing her back and destroying several miniature islands in the process.

Meanwhile, Albedo continues his violent battle with Mad Ben, the latter transformed as Mad Rath, baring sunburnt-colored fur, a black mohawk, armored, spiked pads on his shoulders, forearms, and calves, and the Power Watch symbol atop a panel on the center of his chest, as they violently trade slashes with one another, both using their wrist-claws. Albedo severely injured and bleeding, his weakened state greatly slowing his chlorokinetic regeneration and means of recovery.

Sweeping his leg under Albedo and sending him crashing on his back, Mad Rath exclaims, “We were going to rule together, you and me, but you’ve GONE SOFT, ALBEDO! NOW, I’LL BE RID OF YOU FOR GOOD! SO LONG, YOU DISGRACED GALVAN!!” and beaming with malicious intent, he raises a wrist-claw in an attempt to pierce Albedo through the head…

...only for a sudden explosion of energy to send him flying back, as Albedo turns to look up, his eyes glistening in amazement, at the sight of Astrodactyl’s arrival.

“Hey.” Astrodactyl merely says, recognizing Albedo, as he turns back to face Mad Rath, the explosion of energy having forcefully reverted back to his human form, to which he extends out an energy whip from his left forearm, wrapping it around Mad Ben, before slamming straight into the ground, helmet-first and cracking said helmet in the process. “Your tin-can torture chamber didn’t hold. Ain’t that a shame.”

STAY OUT OF THIS, YOU... FUCKER!!!” Mad Ben screams with rage, suddenly transforming in a flash of orange light into Mad NRG and firing a radioactive blast toward Astrodactyl, only for him to suddenly transform into Feedback, suddenly absorbing his radioactive blast and firing it straight back at Mad NRG, sending him stumbling back in a daze and reverting him back to his human form, as Feedback angrily asks, “What? You’d like I’d just casually forget you torturing me, you BLIND-EYED SON OF A BITCH?!

“Stay out of my way or I’ll kill you too.” Mad Ben bluntly remarks, to which Feedback, his hand hovering his Omnitrix symbol, responds, “I’d really like to see you fucking trying.” and slams his hand down onto his symbol, suddenly transforming him in a green flash of light. His body rapidly enlarges and turns into silk-white matter, while his limbs were slowly becoming armored in bright-green-and-black metal, forming the components of a containment suit, along with large bulbs atop his shoulders. Completing his transformation, his massive torso forms a tiny, mouthless head with beady eyes, and reveals the Omnitrix symbol on the back of his right hand.

I. AM. PNEUMATERIALULTRATRANSMUTATIONSILICOVOLCANOCONIOSIS.” Ben Prime’s new alien transformation exclaims, to which Mad Ben stares in awe, asking, “W-What did you just say?!” to which Pneumaterialultratransmutationsilicovolcanoconiosis begins to repeat the first few syllables of his name, before eventually stopping and bluntly stating, “...I’M THE GUY ABOUT TO KICK YOUR ASS.

Smirking from under his helmet, Mad Ben activates his Power Watch and transforms into a robotic, humanoid alien, his body resembling a mechanical, white-and-green, white-and-orange in Mad Ben’s case, hazmat suit with bright-orange nuclear energy flowing through the exposed canisters acting as his forearms, exposing pitch-black, glowing-orange, metallic bones underneath, with a window visible on the center of his chest, in the shape of an Omnitrix symbol’s hourglass, revealing metallic ribs and more flowing energy, while his shoulders possess nuclear-reactor-shaped protrusions emitting nuclear flames, and his head resemble an armored helmet, covering a metallic skull from within, with a mechanical mouthpiece in the shape of a respirator, finally possessing the Omnitrix symbol on the center of his abdomen. Covered in dark-orange bandages and spiked metal plates, Mad Ben revealed himself as… Mad Atomix.

Meanwhile, rapidly emerging from the abandoned ship, Gwen hovers atop a platform of solid mana, carrying Kevin and Grandpa Max along with her, while Ben 23 flies while transformed as Freezeghost, Lyric riding atop his back, and Eunice flies with the usage of Ghostfreak’s abilities, specifically of levitation, Dr. Blurakami riding atop her back. Gwen sensing the location of Professor Paradox, she eventually detects his location atop the islands and lands atop it, her group following as Ben 23 reverting back from Freezeghost.

“Professor Paradox?!” Gwen exclaims, to which Professor Paradox responds, “Aw, hello, children! I was wondering when you’d be arriving anytime soon!”

“Where’s Ben and... Jenny, was it?” Kevin says, attempting to remember the name of the latter one, to which Professor Paradox responds, “As ironic as it may seems, it appears MY help are the ones who are in need of help themselves. Your Ben is supplying his efforts to rescue Albedo from the clutches of the alternate Ben that kidnapped Mr. Livingston, while Jen is assisting the future counterpart of your own Ben.”

“...I’m sorry, what has been going on since we’ve been on that ship-?!” Kevin exclaims, confused, as he looks up at the sight of Gwen 10’s To’kustar form violently brawling a pair of female Way Bads, assisted by the combined efforts of Ben 10,000, still transformed as Terradactyl, Jen, still transformed as a feminine Jetray, and Ken, transformed as Shellhead and firing several blasts of energy at the Way Bads upon absorbing the kinetic energy from each shockwave of their explosive movements, such as a powerful footstep or an attempt to swat at one of the Omnitrix wielders. “...oh, a lot, I guess.”

“Is that…” Gwen Prime asks, squinting at Gwen 10’s To’kustar form, to which Professor Paradox responds, “Yes, indeed, Gwen Tennyson, that is the version of yourself that received the Omnitrix instead of Ben Tennyson in an alternate dimension. She’s 19 years old now, and a fine wielder of her Omnitrix. She may even unlock her Merlinisapien DNA sample earlier than anticipated… then again, perhaps her Atrocian DNA sample too... but that’s a bridge we won’t have to cross for a while.”

“But where’s OUR Ben?” Eunice asks, confused, to which Professor Paradox says, “As I said prior, taking care of some business, and that’s by protecting Albedo.”

Meanwhile, Pneumaterialultratransmutationsilicovolcanoconiosis violently brawls with Mad Atomix, barraging him with a series of powerful blows, the latter in aerial combat thanks to his ability of flight. Mad Atomix repulses him off with a powerful blast of orange nuclear energy from his hand, but soon begins to notice portions of his helmet’s face breaking off in perfectly-cubic chunks and falling to the ground below, commenting, “How-

MATTER MANIPULATION. AS LITTLE AS BREAKING OBJECTS APART INTO TINY DICED-UP PIECES, TO AS MUCH AS CONTROLLING THE VERY ESSENCE OF EXISTENCE AROUND ME AND MOLDING IT TO MY ABSOLUTE WILL.”  Pneuma responds, as Mad Atomix, fuming with rage, propels himself forward with nuclear energy emitting from the underside of his metallic boots, only to be struck back by the literal rocky ground around Pneuma morphing into spikes, that at first, simply shield him, before straightening out in points toward Mad Atomix and firing off from the ground at him like projectiles.

Mad Atomix forming a nuclear energy shield to protect himself from the rocky spikes, Pneuma rapidly raises the own ground beneath him through his abilities, and as Mad Atomix attempts to blast him with bright-orange nuclear energy, Pneuma literally ruptures apart in a cloud of gaseous fumes, confusing Mad Atomix, as the fumes rapidly surround him and unbeknownst to him, recollect into the solidified Pneuma, that rapidly begins to generate vertically-extended platform of the ground behind him, forming a massive platform of rock that his resolidified form stands upon, before he reshapes one of his fists into a large spiked mace and uses it to suddenly smash Mad Atomix over the head, cracking his already-damaged heat further, and sends him crashing to the ground.

His staircase reforming into a winding, metallic staircase that Pneuma comically walks down, Mad Atomix re-emerges and attempts to blast Pneuma with a stream of orange nuclear flames from his hands, only for the staircase to quickly expand outwards and transform into a massive metal cage around Mad Atomix, imprisoning him. Struggling to escape it in a frustrated state, Pneuma begins laughing, to which Mad Atomix yells out, “YOU THINK THIS SHIT’S FUNNY?!

FUNNY TO ME... TO YOU? NOT SO MUCH. YOU'RE FAMILIAR WITH THE TERM 'LAUGHING STOCK', RIGHT?” Pneuma responds, before Mad Atomix growls in frustration before suddenly grabbing ahold of two of the metal bars, melting it upon superheating his hands with nuclear energy, before lunging out and tackling Pneuma, only to suddenly reel back in bewilderment, realizing his left arm has transformed into a live alligator, the tail connected to and forming his still-mechanical shoulder, that begins hissing at the sight of Mad Atomix.

WHAT THE HELL?!” Mad Atomix exclaims, confused, only for the alligator to suddenly begin to violently bite at his damaged helmet, repeatedly doing so as Mad Atomix struggles to stop him. Continuing to hysterically laugh at his foe’s misfortune, Pneuma morphs the ground beneath Mad Atomix into a quicksand that begins to sink through, and then, a miniature eruption of magma that sends him flying upwards, to which Mad Atomix blasts the molten rock off of him with an eruption of nuclear energy, his arm reverting back to normal in the process, as he yells out, “GOD FUCKING DAMN IT! ENOUGH!!” and fires a pair of nuclear beams down at Pneuma, who collects the energy within one of his palms, and utilizing his ability of manipulating matter, compresses it down and transforms it into a plastic, red-and-white party cup.

As Mad Atomix lands back on the ground, Pneuma grabs the party cup, briefly stares into its contents, and turns the inside of it in the direction of Mad Atomix, only for his redirected nuclear energy blast to fire straight back out the cup. Frustrated, Mad Atomix shields himself with an energy shield, deflecting his own redirected attack, before suddenly being consumed in a flash of orange light, transforming into the massive, sunburnt-colored spiked-shoulder-padded Mad Way Big, his forearms and calves covered in orange bandages, and head-fin and forearm blades serrated.

Crossing his arms, his left arm also over his right arm, albeit now in the shape of a plus symbol unlike the Way Bads, Mad Way Big fires a cosmic ray down at Pneuma, who morphed the ground beneath himself upwards to form a rocky shield that upon caving through and being destroyed, reveals Pneuma’s absence. Mad Way Big searches the environment, exclaiming, “SHOW YOURSELF, COWARD!!” and unbeknownst to him, was unaware of Pneuma, again taking on a gaseous form, flowing up his leg as a cloud of white-and-green smoke, and eventually onto his shoulder, resolidifying back into a solid state morphing his mechanical hands into a pair of sledgehammers again before using it to strike Mad Way Big’s head-fin, causing him neurological pain, as he yells out from his shot nerves and grabs his head in pain.

Immediately locating and grabbing Pneuma, who was drumming on Mad Way Big’s head-fin like a bongo with an almost-rhythmical beat, he grabs and raises him upwards into the air, only for Pneuma to suddenly rupture straight through Mad Way Big’s hand, destroying it in the process and turning it into live pigeons that quickly take flight to avoid falling to the ground. Transforming yet again to undo his now-missing appendage, Mad Rath lunges at Pneuma, tackling him yet again and attempting to stab him with his extended wrist-claws, only for Mad Rath to stumble back, realizing his wrist-claws have taken on the consistency of limp putty due to Pneuma’s abilities, rendering them useless, as they then turn into a liquid state, melting off his hands.

FACE IT, PAL. YOU’RE NOT GOING TO BEAT PNEUMA. SURRENDER NOW, BECAUSE RIGHT NOW WILL BE THE LIGHTEST PUNISHMENT YOU’RE GOING TO GET.” Pneuma exclaims, as Mad Rath stares at him with hysterical rage in his eyes, gritting his teeth, before eventually sealing his eyes, sighing, and slowly falling to his knees, reverting back to his human form in a flash of orange light and hopelessly, but still bitterly exclaiming, “Very well… I surrender…

Pneuma glaring for a brief moment, he seemed to finally accept Mad Ben’s surrender as truthful. Reverting back to his human form in a flash of green light, Ben Prime slowly approaches Mad Ben, readying his Omnitrix just in case, as he slowly approaches Mad Ben, glaring while keeping his Omnitrix primed, its activation mode’s beeping filling the air, as Mad Ben unlatches his metal shin-guard, and although Ben Prime stops, believing him trying to be something, he sees nothing peculiar regarding the guard.

“Don’t try anything funny, asshole.” Ben Prime snaps, frustrated, to which Mad Ben softly speaks, responding, “I’m not laughing…” as he reaches toward his leg where his shin-guard was formerly covering, revealing a black holster underneath. Slowly pulling out a crude, silver blade, Mad Ben raises his voice and finishes his sentence, “...ASSHOLE!

Mad Ben suddenly slashes Ben Prime across the shoulder upon getting closer, causing him to swing around and grab his bleeding wound, and allowing Mad Ben to lunge back up to his feet and begin repeatedly stabbing and slashing Ben Prime, managing to get him in his right shoulder once, twice against the underside of his right forearm, and most painfully, straight toward his right palm when he attempts to block his dagger’s slashes.

Finally burrowing the dagger in his shoulder and throwing him to the ground, Ben Prime yells out in pain, as Mad Ben looms over Ben Prime, slowly letting out a maniacal laugh and uttering, “Too fucking dumb… too fucking slow… what do you think I was doing with his leg, dumbass… GETTING UNDRESSED?!” before lightly stomping on the dagger in Ben Prime’s shoulder, digging it deeper and violently causing him to scream out in pain.

Completely and utterly dethroned the great ‘Tennyson Prime’ and all I had to do was effortlessly make you drop your guard…” Mad Ben utters. “Now, I’m going to transform into my Atomix to burn you to a fine crisp, but keep you alive long enough for you to watch in horror as I destroy the pathetic excuse of an Ultimatrix on your wrist… I’ll let you say your final words, but it’s too bad your loved ones won’t be here to watch you say goodbye… but it’s like I give a FUCK ANYMORE!

IT’S TIME FOR YOU TO KISS YOUR SORRY ASS GOODBYE, PRIME! THIS IS THE END FOR YOU: THE DEATH OF BEN 10!!!” Mad Ben exclaims, his Power Watch starting to glow orange, as he readies a transformation. “TIME TO OBLITERATE YOU ONCE AND FOR ALL!!! ATOMIX!!!

As Mad Ben readies his transformation into Mad Atomix…

. . .

. . .

. . .

...several miniature energy projectiles soar through Mad Ben’s torso, tearing bloodied holes straight through him.

Standing completely paralyzed, Mad Ben wheezes out in shock, blood oozing down his trembling legs, as he looks down at the ground before him, all covered in bloodied, ectoplasmic energy spikes, chunks of flesh clinging to the tips of them. Stumbling back, Mad Ben feels one of the spikes fall out of his back and onto the ground beneath him, and although attempting to weakly turn his head around and use his non-existent sight to stare at whoever was standing just a couple feet behind him, he already knew.


You’re right. You’re absolutely right, Mad.” Albedo speaks, blood escaping Mad Ben’s mouth when he attempts to scowl. “It is fun to take your revenge and  torture those who did you wrong... It’s too bad that it’s your turn to fall from kingdom come TWICE.

Firing several bone missiles from his right hand, transformed as a bio-organic gatling gun, Albedo rips through Mad Ben’s torso like tissue paper, broken ribs and ruptured organs flying out his disemboweled torso cavity, as blood splatters onto Ben Prime, tearing him away from his attempts to ignore the searing pain in his right shoulder and look up at the flayed body of Mad Ben.

As he falls to his knees, his intestines hanging out and blood oozing in a crude puddle around him, blazing smoke of his red-hot injuries escapes his body, and Mad Ben’s attempts to speak only materialize as a blood-filled gargle, as his helmet, shattered and punctured by one of Albedo’s missiles, falls off his head when his destroyed body finally collides with the ground, and rolls toward Ben Prime’s feet in a heap of shattered, smoking metal.

Goodbye… partner...” Albedo speaks, looking down at the defeated Mad Ben, and looking over a few inches to the left, to see the Power Watch, heavily slid off his wrist in the process of him collapsing, and was now simply resting against the ground just a few inches nearby to his arm. His bio-energy signature had vanished by the time he had hit the ground. The Power Watch no longer registered him as its user.

Mad Ben was dead.

Slowly walking toward the mortified Ben Prime, Albedo reaches a talon-clawed hand to him, bluntly asking, “Are you okay?” to which Ben Prime, after moments of hesitation, finally accepts Albedo’s hand and slowly scoops him up. Ben Prime could stare down at the body of Mad Ben, slowly being surrounded by a pool of his own blood, as it seeps through the cracks of the damaged battlefield.

It was either him or the both of us, and I couldn’t allow you to die. You know I had to do what I had to do.” Albedo responds, laying a hand on the shoulder of Ben Prime, and avoiding touching the knife handle literally sticking out of his arm. “Do you wish to leave him here?

“I don’t think there’s nowhere else he can be buried.” Ben Prime responds, slowly limping forward and after hesitating, kneeling down to scoop up the userless Power Watch, staring at it for a brief moment, before simply pocketing it. “I have an alien that can get rid of him. He won’t have to be discovered in this state. I can just wipe him from this world.”

Do as you wish, Tennyson. Either abandon him to be devoured by the Null Void’s monstrous occupants, or destroy him and let his soul rest in oblivion.” Albedo comments, as Ben Prime, staring with bloodshot eyes of horror, readies his Omnitrix and transforms into an alien that was near-identical to Pneuma, down to his structure and containment suit, but his white body was instead pitch-black, with white outlines, alongside him having more swirled patterns across his body and the Omnitrix symbol on the back of his left hand instead.

ANTIDISINTEGRATEMATERIALISM... his species comes from the the same planet as Pneuma, just from an antimatter portion pulled from another plane of existence by a black hole...” Ben Prime’s new alien form speaks. “...while Pneuma is a manipulator of all matter around him… Anti can control the opposite: antimatter…

Within an instance, Antidisintegratemateralism plants his hand against the side of Mad Ben’s burned, limp head, and begins to rapidly disintegrate at a rapid rate, slowly consuming with caustic, raw antimatter, a black material that destroys Mad Ben’s skull, before it violently explodes outwards, sending bits of Mad Ben’s body flying everywhere that were disintegrated before they could even hit the ground.

Only with his broken helmet and shin-guard remaining, Anti continues utilizing his ability, grabbing both of the objects and transmutating their matter into antimatter, crushing them in his hands and causing them to destroy themselves in miniature explosions within his palms, and eventually leaving absolutely nothing left… of Mad Ben.

It’s done… and I feel utterly disgusted...” Anti exclaims, before suddenly reverting back to his human form in a flash of green light, his expression filled with exhaustion and terror, as he looks where Mad Ben’s pool of blood once was. Albedo comforting Ben Prime, he speaks, “Thank you… for everything you’ve done for me… I’m sorry I didn’t listen to you… you are a hero...

...I don’t feel like one anymore...” Ben Prime merely responds. The duo are suddenly alerted to the exclamations of Gwen Prime, turning to see her arriving on the main island, along with the rest of the group, Professor Paradox, Ben 10,000, Gwen 10, and Ken, the latter three having defeated the Way Bads off-screen. Ultimate Ben had recovered from his exhaustion, and was in the process of being healed by Jen, transformed as a feminine Triedge’s life-force abilities.

A silent montage ensues, occupied by the sounds of crackling, howling white noise, as Gwen Prime rushes over to Ben Prime, freezing in terror at the sight of his badly-injured state. Ultimate Ben, fully recovered by Jen, uses the powers of Rollback to regenerate Ben Prime’s slash wounds, allowing him to pluck the dagger from the ground and merely drop it to the ground in a disinterested manner, although where the dagger exactly came from.

Gwen Prime and Grandpa Max both embrace Ben Prime, while Dr. Bluakami, sobbing hysterically due to overwhelming relief of Albedo’s safety, and, after some hesitation, Lyric too both embrace the mutated Albedo. The group soon discover the destroyed, vacant cage containing the defeated alternate Ben’s, and although Gwen attempts to use her Anodite powers to track them down, represented by her putting her fingertips to her temples, Ben Prime lays a hand on her shoulder, signaling her that it would be no use, unable of the distant, but visible Bad Ghostfreak flying away. Gwen agrees, lowering her hands, and looking up at Ben Prime, silently frightened by how macabre he looked emotionally.

As Ultimate Ben opens a time portal leading out of the Null Void, utilizing Ultimate Clockwork’s space-time manipulation, all of the heroes slowly exit through it in the order of Professor Paradox, Ben 10,000, Ken, Gwen 10, Gwen, Kevin, Eunice, Jen, Grandpa Max, Albedo, Lyric, Dr. Blurakami, Ben 23 and Skurd 23, Professor Paradox, and finally, Ben Prime, who briefly stares at his own hands with a blank expression, unable to hold back a single tear that trickles to the ground, before he soullessly wipes the leak emitting from her left eye and finally steps through Ultimate Ben’s portal, joining his allies on the other side, as it swiftly closes it behind him, leaving the Null Void empty and quiet, the view slowly panning back and focusing on the blood-soaked dagger, laying on the ground.

Within an instance, the legs of Left-Handed Jack slowly manifest from the left side of the scene, literally coming out of nowhere, as a familiar, mechanical hand reaches down and scoops up what remains of Mad Ben. Walking off-screen, Left-Handed Jack stares at the dagger with a glazed glare, his fedora still damaged and exposing his twitching right eye, as he looks up at the sight of the female gothic Way Bad steadily recovering from Gwen’s To’kustar form’s attacks. She groans, as Jack stares at her from a distance away, atop a damaged island of smashed rock, revealing his right arm to be revealed now surprisingly possessing the aforementioned Transmogrificator gauntlet.

Meanwhile, all of the heroes steadily re-enter into the Plumber Headquarters’ main lobby, still in the process of being repaired, through Ultimate Ben’s time portal. Several Plumber guards, including Magister Patelliday, aim blasters upon realizing Albedo’s arrival, and although Dr. Blurakami blocks them from attacking Albedo, she brushes her aside, taking a few steps forward, and manifesting ectoplasmic chained handcuffs, with slight struggle, across each of his pairs of hands.

“Al-Albedo-?!” Dr. Blurakami exclaims, as the Plumber guards lower their weapons upon realizing Albedo’s surrender, as he speaks to her, “I want to redeem myself, but I still have a long way to go. I just hope a second chance is in the cards for me... Glenda… thank you for everything you’ve done for me so far. I wouldn’t be here if it wasn’t for you.

As several Plumber guards, including Rook Shar and Grandpa Max, begin guiding Albedo away, he looks back at the worrisome Dr. Blurakami, then Lyric, to which he simply says to him, “I’m sorry for hurting you, Mr. Livingston. You only wanted to know me closer.” before he turns away and allows the Plumbers to begin guiding him down a hallway. Two Plumbers stay behind, one saying to Lyric, “Thank you for bringing him back to us. First-Thinker Azmuth will help us sort everything out. Until then, your assistance is no longer required in this case.”

“You’re… you’re not taking him back to the facility, are you?!” Dr. Blurakami exclaims, shocked, as slowly, the approaching Azmuth reveals himself, walking in-between the legs of the two Plumbers and commenting, “Not with my help he won’t. He was met to be rehabilitated, to be healed there, and from what I’ve seen of him, for the first time in years, he truly looks like he was only imprisoned and neglected there. We will do everything we can to help him ourselves, but until then… Dr. Glenda Blurakami and Mr. Lyric Livingston… thank you for your efforts…”

As Azmuth and the two Plumbers begin walking away, a sobbing Dr. Blurakami embraces Lyric, profusely thanking him for what he’s done through tears, as Lyric hugs her back in response. The duo see an approaching Jen holding her arms out, they allow her to join the hug for assistance in rescuing Lyric. His work done, Professor Paradox exits the headquarters out another time portal, being followed by both Gwen 10 and Ken.

Intercepting the scene of the heroes and returning back to the Null Void, Jack raises one boot and stomps down, manifests a temporal shockwave beneath himself, as it bursts with a pulse of chronokinetic energy and turning several loose rocks on the ground to dust before him. Willingly getting the attention of the Way Bad, it roars and snarls at him, although Jack remains unphased by its threats, as the gauntlet on his arm begins to glow with flowing chronokinetic energy, causing it to emit an aura of bright-purple light.

“We need to hunt down after those alternate Bens… this whole… everything... goes deeper. Everything goes deeper.” Ultimate Ben responds, within one of the headquarters’ medical rooms, alien doctors inspecting his scarred, damaged clothing and checking for any injuries Jen could not heal with Triedge, to which Ben 10,000, standing nearby, responds, “We’ve done what we can so far, but we have to rest for now. You need to do so too, Ultimate Ben. You were pretty badly hurt.”

“You’re… you’re right... we can continue developing that digital virus, but… Neomni is scattered across the multiverse... I destroyed her the first time, the second time, and I can do it a third time... she’s weakened enough that I-” Ultimate Ben responds, to which Ben 10,000 cuts himself, stating, “ don’t actually think I still believe that you took her the first time all by yourself, right? You were hardly able to do it the second time.”

Looking down with an expression of exhaustion and sorrow, Ultimate Ben finally admits, “The alternate ‘Bad Ben’ helped me… he was reluctant, but if he didn’t join my side in that time, the both of us would have been destroyed by Neomni… we gained each other’s trust, and now, he… he just THREW IT AWAY! ALL FOR THIS SUPPOSED ‘HIGHER-UP’! ALL TO STAY EVIL, JUST BECAUSE HE FELT LIKE THAT! ABSOLUTELY UNBELIEVABLE!”

“Betrayal hurts. You put your belief into someone, and then they take you for granted before stabbing you in the back… but betrayal is something you can overcome. Don’t let that knife stay in your back. You want to pull it out, or leave it in there to be pushed deeper overtime?” Ben 10,000 responds, his arms crossed, as Ultimate Ben remains staring at the ground. “You can be the bigger person, at least bigger than him. We’ll finish this soon enough, as long as we stay together.”

“...thank you… 10,000…” Ultimate Ben merely responds, looking back up toward him and smiling. “...thank you…

Seemingly frustrated by Jack’s lack of a coherent response toward her imitation, the Way Bad crosses his arms and begins to fire a cosmic ray. Despite in the presence of an agonizing attack moments from happening, Jack stands his ground and raises his gauntlet out toward the Way Bad. As it fires its eruption of chaotic cosmic energy, Jack responds with a similarly-massive beam of bizarrely-anomalous, chronokinetically-fueled energy, which it soon rapidly consumes its cosmic blast and begins to head back towards its arms. As the unknown energy begins to fuse to its forearms, the Way Bad screams, shocked, as the energy soon begins to surround its massive body in a crackling aura.

Continuing to generate the energy, Jack stares blankly, the glow of the gauntlet’s beam illuminating the darkness under his battle-scarred fedora and exposing his face underneath, crooked and emotionless. The Way Bad thrashes and snarls somehow even more monstrously, the purple light literally creeping through its body and causing swollen veins to glow through her skin. The minuscule arm-blades on her forearms shift and creak, crackling around rearranging bone, they suddenly rupture outwards, doubling in size and becoming hideously jagged. Claws painfully extending from her hands, her widening eyes filled with bloodshot veins, slowly turning from red to a purple coloration.

Outside the Plumber Headquarters, a sorrowful Ben Prime, dressed in his hoodie, steadily emerges from the hardware store that its entrance was disguised as, soon followed by both a concerned Gwen Prime and Eunice, the former asking, “Ben… why are you walking away so suddenly? Where are you going?”

“I… I just want to go home… MY home… where I belong… not the abandoned junk I forced myself to live in for the sake of being a hero...” Ben Prime responds, his hands tucked into his hoodie’s pockets. “I feel ill… very ill… I need to just… rest.”

“You know we’ll always be there when you need help yourself. All of us.” Eunice says, resting a hand atop the back of Ben Prime’s shoulder. “We’re so sorry they did those unspeakable things to you… but you know you can overcome that… right? You’re Ben Tennyson...”’s trauma… and even if possible, trauma is a bitch to overcome, Eunice… please keep in touch with me...” Ben Prime responds, briefly turning his head to face Eunice, before starting to walk forward and away from the two of them, heading down the empty streets of Bellwood. He keeps his hand in his pocket, holding onto the userless Power Watch, as his face contorts into an expression of anxiety and self-hatred, while Gwen Prime and Eunice, soon joined by both Kevin and Ben 23, keep their distance as they watch Ben Prime make his way back home.

Watching the gauntlet-shaped Transmogrificator prototype’s true power unfold before himself, Jack only stares with a hideous, crooked smile atop his illuminated, contorted face, as the scene slowly fades to black. White text begins to appear at the center of the bottom of the screen.


Within heaps and heaps of twisted, rusted scrap metal and various piles and piles of collected, organized garbage, the scene remains entirely silent as it pans through its environment, having nothing more than a simple, sunny sky above, as suddenly, what appears to be a LED light, its backside connected to branching wires, is shown sticking out of the accumulated masses of rusted, rotted trash.

As the scene halts panning, focusing solely on the peculiar, miniature LED light, spherical in shape and deactivated, a tiny spark of bright-red electricity creeps throughout its exterior, but it suddenly flickers to life, its dot-like light glowing with bright-red light, as soon, it was revealed to not actually be an LED light… but a robotic optic.

Within an instance, a skeletal, mechanical appendage, covered in acid-eaten armor, ruptures through the surrounding garbage, its hand violently trembling as its mechanical fingers contort and spark with more jolts of bright-red electricity, to which suddenly, the screen freezes, cutting to black as a logo fills the screen, before a single message fades in beneath it.


Noteworthy Events

Major Events

  • Chapter 13 continues where Chapter 12, the part behind it, left off, with the heroes having been separated by Left-Handed Jack's temporal afterimages and fighting various foes within widely-separated personal training rooms of the abandoned war-ship. Ben 23, still transformed as Lightning Volt aided by Skurd 23, and Grandpa Max fight the mutated Khyber and his Nemetrix-wielding Panuncian, Jen, still transformed as Ultimate Kugelblitz, and Dr. Blurakami fight several Techadon robots, Gwen Prime, in her Spellcaster form, and Eunice fight the antagonistic return of Charmcaster, and Ben Prime, still transformed as Feedback, and Kevin fighting the mutated Aggregor.
    • After much effort, even utilizing two of his Ultimate forms, Ben Prime eventually overpowers Aggregor with several sonic attacks, including Ultimate Fasttrack's sonic boom generator and Intermission's sonic blasts, and trap the weakened Aggregor within the training room with Diamondhead's powers, utilizing Intermission's detection of transmissions to try and track down where Inspector 13 is deploying Techadon robots in hopes of locating their allies.
    • While Ben 23 fights Khyber's Panuncian, Grandpa Max fights Khyber, the latter revealing that the 'Higher-Up' dictating the antagonists chose him to choose their alliance due to his vast hunting skills and Nemetrix's predatory DNA. He has also embraced his physical mutation, utilizing his horn's webs to restrain Grandpa Max, but is quickly attacked by Dino-Mighty, and thus, calls upon his Panuncian to defend him, transforming it into Tyrannopede, the predatory species of Vaxasaurians, and signaling it to attack Dino-Mighty.
      • Despite, Skurd 23's assistance helping overpower Tyrannopede, utilizing both Tetramand and Methanosian DNA, the Nemetrix suddenly springs to life and activates its Evolution function, granted by a past alliance of Albedo during the events of Ben 10: Omniverse, and chaotically evolves Khyber's Panuncian into the gigantic Ultimate Tyrannopede.
    • Jennifer's usage of Drillataur, Speedbump, and Nanomech allows her to finally destroy the hoards of Techadon robots attacking both her and Dr. Blurakami, utilizing the latter's bio-electrokinesis to fry the mechanisms of the door leading out of the training room, the duo escape, Jen hearing the sounds of an explosion of "distinctly-magical" origin and heading off towards its origin.
    • Gwen Prime and Eunice continue fighting the wrath of Charmcaster, and although she manages to briefly paralyze Eunice and eventually augment herself with a transformation spell, the duo combine their powers and force her to flee through the doors upon eating through them with an acid-generating spell.
    • Outside, Gwen Prime and Eunice unexpectedly regroup with Intermission and Kevin, learning the return of Aggregor and Charmcaster from one another, and are eventually contacted by Inspector 13, who sarcastically congratulates their respective victories, but clarifies that Ben 23 and Grandpa Max are still in danger, awaiting their deaths at the hands of Khyber and his Panuncian. Using Gwen's powers of dowsing, they manage to locate where the two are and head off in their direction.
  • Outside the war-ship, atop one of the Null Void's massive islands, dubbed "The Pit" due to its sunken appearance, the other group of heroes, being Ben 10,000, Ultimate Ben, Gwen 10, Ken, and Albedo, fight against the evil five alternate versions of Ben Tennyson.
    • Ben 10,000 fights Benzarro, Ultimate Ben is overwhelmed with rage at Bad Ben being completely and utterly uncaring of their temporary alliance in Chapter 5 due to his antagonistic status and his simple excuse that he's evil, and violently brawling with him, Gwen 10 and Nega Ben fighting head-to-head, Kenneth using Ditto and his clones to swarm Albedo 23, and Albedo attempting to battle Mad Ben, although being eventually overwhelmed and confronted on his weakened state.
    • Revealing the loss of his Psychic Stabilizers, Mad Ben offers Albedo to join his forces, which he will be granted newly-built Psychic Stabilizers with greater power in return, but he refuses, despite Mad Ben's pleads and trying to reinvigorate his memories of their alliance during the events of the Time War, stating how his mind is coherent again with the loss of the stabilizers and overwhelming rage, and how he never wants to be a monster again.
    • Overwhelmed with frustration, Mad Ben violently attacks Albedo, grabbing him by the throat and strangling him in an eerily-familiar fashion he did to Lyric way back during the events of Chapter 3, and ignores his pleads, calling Albedo a dead man. Stopped by Ben 10,000 attacking from behind, Albedo asks why he had saved him, uncertain on whenever he can trust Ben Prime as a whole, and Ben 10,000 states they can win this together, but needs his help and his trust. Seeing the battle before him, Albedo agrees and the two of them face a recovered Mad Ben.
  • Back inside the war-ship, Jennifer and Dr. Blurakami stumble upon the captured Lyric Livingston, inside an energy barrier cage and revealing the location of the beginning of Chapter 10 was the war-ship itself. Uncertain and fearful of what they may eventually do with him, he begs to be released, although Jennifer is unsure how to penetrate through the cell.
    • Inspector 13 suddenly arrives in person to stop the duo directly, threatening to capture Jennifer again and rewrite her memories to her savage state from a decade prior, and then attempting to shoot Dr. Blurakami, Jennifer attacks him, transforming into Chromastone and destroying a pair of Techadon robots.
    • She manages to blind him in one eye, before violently slamming the side of his head against the cell's energy barrier to the point where he unconsciously collapses. Using his hand to open the cell, she frees Lyric and the trio quickly flee with the hopes of regrouping with the other heroes, unaware of the slowly-recovering Inspector 13 and more approaching Techadon robots.
    • Meanwhile, Ben 23 continues to fight against Khyber's Panuncian, falling susceptible to her transforming into the predatory species of a few of his alien transformations, and eventually managing to trap her within one of Mucilator's larva sacks, although Skurd 23's added help allows him to eventually break free and overpower Khyber's Panuncian to the point of distracting Khyber, allowing Grandpa Max to knock him down.
    • Using his web-firing horn to blind Grandpa Max, Khyber equips himself with his dagger and although enticed to run up and fatally stab him, he instead decides to group with his Panuncian, transforming it into Crabdozer and using it to violently plow through the exit of the training room, creating one of Terroranchula's energy webs to prevent Ben 23 from following after them.
    • Helping Grandpa Max back up to his feet, Ben 23 is motivated by his encouraging words, before Ben Prime, transformed as Feedback, arrives alongside the rest of his allies, now including Jennifer, Dr. Blurakami, and Lyric, to rescue the two of them, as he uses his energy-absorbing powers to disintegrate the energy web, and tells the duo they're all grouped back up and ready to get out of here.
  • Back in the Pit, the heroes begin to gain the winning hand. Aided by Ben 10,000, transformed as Bullmadrillo, Ultimate Ben lays waste and defeats Bad Ben, while Gwen 10 takes down Nega Ben herself, but is suddenly attacked by Benzarro, transformed as his version of Bloxx, Patient Assemble.
    • Kenneth is starting to be overpowered by Albedo 23, transformed as Negative Epitome Mr. Monkey, although he transforms into Buzzshock and begins to rapidly barrage her with electrical attacks, also utilizing his enhanced degree of agility.
    • Benzarro, using his version of Eye Guy, Patient Stare, manages to stun Gwen 10, leaving her in a position he can easily take her out, although clumsily turns to confront the arriving Ultimate Ben, who uses Gutrot's powers to create blinding tear gas, attacking the multiple sensitive eyes covering his body, and knocking him out with a simple punch.
    • Negative Epitome Mr. Monkey struggling to take care of the now-multiple clones of Buzzshock, she's suddenly confronted by Ben 10,000, who uses Nighttide to blast her with a beam of water, and allow Buzzshock to electrify said water to knock her out and defeat her.
    • Albedo continues to fight the ruthless Mad Ben, the two of them trading horrific blows that draw blood from one another, and although Ben 10,000 attempts to rush in to help Albedo, he's shoved back by Mad Ben, not wanting any of Albedo's allies to interfere, and stopped by Ultimate Ben, wanting Albedo to fight on his own, as although Albedo is weakened from his loss of his Stabilizers, he's still capable of holding his own in a batle. With several mutated To'kustars being alerted to the ruckus and arriving, Ben 10,000 transforms to face up against them.
  • Within an opening boarding deck of the abandoned war-ship, the heroes arrive in hopes of escaping, with Ben Prime wanting the Omnitrix wielders to create a platform of sorts to lead them to solid ground, although they are suddenly confronted with the arrival of Aggregor, Charmcaster, the wounded Inspector 13, and several Techadon robots.
    • Seeing their relentless nature, the heroes hold their ground and fight with everything they have, defeating Inspector 13 and destroying his remaining Techadon robot forces. An enraged Aggregor violently begins to shove Ben Prime, transformed as Ultimate Diamondhead, off of the ship's deck, exclaiming that if he loses, he'll take him down with it, and with that, the two are thrown into the Null Void below, Jen, as Jetray, rushing after them.
    • Aggregor attempts to restrain Ultimate Diamondhead in prevent him from hitting the Omnitrix to switch to an alien capable of flight and escape, but he simply reveals that he's not required to do so to switch to a different alien, due to his access of Master Control, and transforming into Astrodactyl, overpowers him and sends him crashing to an island, defeating him, while Charmcaster and Inspector 13 escape the other heroes in the process.
    • Regrouping with Jen, and soon, Professor Paradox, arriving late due to the convoluted means the Null Void follows the laws of time, the duo realize the Sotobro Effect has been going off rampantly, and has caught Professor Paradox's attention, to which it's revealed to be originating from Ben 10,000, transformed as Clocksquatch, fighting the Way Bads with chronokinetic powers.
  • Back in the Pit, Ultimate Ben finishes rounding the alternate Bens up and trashing them in a cage made from Bloxx's and Gutbuster's abilities, and although Bad Ben tries to exclaim how he's obviously not won yet, Ultimate Ben shuts him up and collapses from exhaustion, allowing Gwen 10 to assist Ben 10,000 in fighting the Way Bads by transforming into her To'kustar form, later helped by both Jennifer and Kenneth.
    • Mad Ben continues to violently battle Albedo, leaving him severely wounded and on his last leg. Ready to put it an end to him, he is intercepted and attacked by Ben Prime, vengeful for being tortured at his hands and unwillingly to back down even with the threat of death.
    • Transforming into one of his most powerful transformations, the matter-manipulating Pneuma, he faces off in a lengthy battle with Mad Ben, who uses two powerful transformations of Mad Atomix and Mad Way Big, although both are overpowered by the wacky means Pneuma bends and manipulates matter around him. While Professor Paradox groups up with the other heroes, Pneuma finally manages to defeat Mad Ben, coaxing him into surrendering himself.
    • Although Ben Prime comes to restrain him, Mad Ben strikes, unsheathing a concealed dagger from under his shin-guard and violently stabbing Ben Prime, embedding the blade into his arm and calling him foolish for even considering that he wouldn't try anything to retaliate.
    • Ben Prime now weakened and vulnerable, Mad Ben gloats how he's going to finish him off and readies himself to finish Ben Prime once and for all with Mad Atomix, only to be attacked from behind by a recovered Albedo, violently impaling his torso with several spiked projectiles. Bidding his former partner fair well, he blows Mad Ben's torso apart with bone missiles, slaying him, as he collapses, dead and disconnected to his now-detached Power Watch.
    • Helping Ben Prime up to his feet, he exclaims how he did what he had to do to save Ben Prime, and asks if he wishes to leave Mad Ben's body where it lays. Refusing, Ben Prime transforms into the antimatter-manipulating Anti and uses antimatter to corrode his carcass away, leaving nothing of him but his pocketed Power Watch, commenting how he feels disgusted and not like a hero for doing what he had to do.
  • Regrouping with his allies, Ultimate Ben and Ben Prime are healed of their injures, Dr. Blurakami embraces Albedo upon realizing he's okay and safe, the group discover the other alternate Bens having escaped, although are too exhausted to continue hunting after them, and Ultimate Ben uses Ultimate Clockwork to create a time portal to allow the group to escape back to Ben Prime's dimension. Ben Prime hesitates going through it, extremely shaken up by what he did, although eventually does, the group entering the Plumber headquarters' main lobby from Chapter 12.
    • Albedo, finally in the presence of the Plumbers again, surrenders himself into their possession, revealing that now with a coherent mind, he wants to better and redeem himself, although still has a long way to go. He thanks Dr. Blurakami, forgives Lyric, and is guided away, while Azmuth appears and reveals that he personally believes Albedo was not treated well at the rehabilitation facility, and thus, his return is incredibly doubtful. Agreeing to help his former partner, he thanks the two himself, and leaves with other Plumbers.
    • Ultimate Ben, potentially still having wounds Jen couldn't heal with Triedge's abilities, wishes to hunt down after the alternate Bens, although Ben 10,000 tells him he must rest for the time being, saying how they'll continue developing the digital virus to destroy Neomni, seeing how she was split in half and scattered throughout the multiverse. He vents his frustration of Bad Ben's betrayal, is motivated to overcome his frustration of being betrayed, and thanks Ben 10,000 for his help.
    • Ben Prime exits the plumber's store disguised as the headquarters' exterior, followed by both Gwen Prime and Eunice, seeing how he was now very reclusive and definitely unwell. He wishes to go home with his parents, to stop forcing him to live poorly, and to simply rest. Eunice comforts him, seeing how he's been traumatized by what's happened to him, and what's he done, and Ben Prime simply tells her to please keep in contact with him before walking off, down the streets of Bellwood.
    • Repeatedly intercepting the trio of scenes, Left-Handed Jack arrives within the Null Void, gathering up Mad Ben's abandoned dagger, and revealed to be wielding the Transmogrificator gauntlet. Sensing a nearby female Way Bad, he creates a shockwave to get her attention, and activates the gauntlet, firing a beam of anonymous energy that surrounds the Way Bad, causing her to begin violently mutating, as Jack merely looks on with satisfaction in his distorted face.
    • Within the scrapyard of an unknown dimension, one of Neomni's halves, half-buried in scrap metal and severely corroded, awakens and begins rising from the broken metal, severely damaged, but somehow still functional.

Minor Events

  • Gwen Prime and Charmcaster are revealed to have been on neutral terms after the events of Ben 10: Omniverse, but because of the influence of her mysterious 'Higher-Up', she has turned against Gwen and her allies.
  • Eunice reveals that during the 10-year time-skip, Grandpa Max has been promoted to Magistratrus.
  • As hinted previously by Albedo's usage of said ability in previous chapters, Ultimate Ben reveals that along with breathing a burning mist of heat-absorbing plasma, Ultimate Big Chill can generate the opposite in the form of a visually-freezing, heat-generating mist of plasma, with some practice.
  • Mad Ben's scars are revealed to have originated from the people he ruled over from his dimension having gotten revenge on him, whipping his back and heavily scarring his torso's flesh, and violently gouging out his eyes with prongs, blinding him.
    • He escaped and spent years in the scorching wilderness, teaching him to live without his sight and eventually regaining access to his restrained Power Watch.
    • As a result of being defeated and overthrown by the efforts of Ben Prime and Ben 23, during the events of Ben 10: Omniverse, he vowed hatred and resentment against every other version of Ben Tennyson, but after being recruited by his Higher-Up and partnered up with many of his former allies, he no longer feels afraid anymore because, in his words, he's with his own people now.
  • The Null Void is revealed to not precisely follow the laws of time, and thus, Professor Paradox finds it different from him to transverse it with his time portals.
    • Ultimate Ben repeatedly uses Ultimate Clockwork's abilities of manipulating space-time to open portals leading out of the Null Void, as normal Clockwork's chronokinesis wouldn't be strong enough to make the time portals' specific destinations precise enough.



  • Ben Prime
  • Ben 23
  • Skurd 23
  • Kevin
  • Gwen Prime
  • Eunice
  • Jennifer / Calypso
  • Grandpa Max
  • Ultimate Ben
  • Ben 10,000
  • Gwen 10
  • Ken 10
  • Dr. Glenda Blurakami
  • Lyric Livingston
  • Professor Paradox
  • Azmuth
  • Rook Shar (cameo)
  • Grandpa Max 23 (mentioned)


  • Albedo


  • Mad Ben (death)
  • Bad Ben
  • Nega Ben
  • Benzarro
  • Alice Bedortha / Albedo 23
  • Khyber
  • Khyber's Panuncian
  • Left-Handed Jack
  • Inspector 13
  • Aggregor
  • Charmcaster (first reappearance)
  • Mutant To'kustars / Way Bads
  • Techadon Robots (destroyed)
  • Neomni (cameo; mentioned)
  • Vilgax (mentioned)
  • Eon (mentioned)
  • The 'Higher-Up' (mentioned)
  • The Coming Storm (mentioned)

Aliens Used

By Ben 23

  • Lightning Volt (cont. transformation from Chapter 12)
  • Big Bug (vocal cameo; off-screen transformation)
  • Dino-Mighty (off-screen transformation)
  • Bugga-Bug (off-screen transformation)
  • Blue Jump Buggy
  • RADI8
  • Speedyquick (cameo)
  • Techno-Bubble (cameo; off-screen transformation)
  • Magnet Dude
  • Freezeghost (cameo; off-screen transformation)

By Skurd 23

  • Build-A-Guy (Build-A-Lobber; used on Lightning Volt; cont. augmentation from Chapter 12)
  • Handy Man (arms; used on Dino-Mighty)
  • Mr. Mucky (left arm; used on Dino-Mighty)
  • Battery Man (forearms; used on Blue Jump Buggy)
  • Plug Man (forearms; used on RADI8)
  • Blue Jump Buggy (legs; used on Magnet Dude)

By Jen 10

  • Ultimate Kugelblitz (cameo; cont. transformation from Chapter 12)
  • Drillataur
  • Speedbump (cameo)
  • Nanomech
  • XLR8
  • Analyzard (first appearance)
  • Chromastone
  • Jetray (x2; first time vocal cameo)
  • Upgrade (off-screen)
    • Ultimate Upgrade (cameo; off-screen transformation)
  • Gutrot
  • Triedge (cameo; off-screen transformation)

By Eunice

  • Anodite (mana blasts/constructs; gained from Gwen in Chapter 12)
  • Ectonurite (intangibility/levitation; gained from internal database)
  • Humpbackus (wind breath; gained from Jen/Whalewind in Chapter 12)
  • Talpaedan (seismokinesis; gained from Toolboxx in Chapter 12)
  • Atrocian (nigh-invulnerability; gained from internal database)
  • Pyronite (pyrokinesis; gained from Charcoal Man in Chapter 4)
  • Crystalsapien (UV-ergokinesis; gained from Mr. Prism in Chapter 4)

By Ben Prime

  • Feedback (x3; first time cont. transformation from Chapter 12; second and third times vocal cameos)
  • Big Chill (vocal cameo)
    • Ultimate Big Chill (first reappearance)
  • Fasttrack (cameo; off-screen transformation)
    • Ultimate Fasttrack
  • Intermission (x2; first appearance)
  • Diamondhead (x2; first time cameo; second time vocal cameo and goes Ultimate)
    • Ultimate Diamondhead (first appearance)
  • Astrodactyl (first reappearance)
  • Pneumaterialultratransmutationsilicovolcanoconiosis (first appearance)
  • Antidisintegratemateralism (first appearance)

By Khyber's Panuncian

  • Crabdozer (x2; first time off-screen transformation)
  • Buglizard (cameo; off-screen transformation)
  • Tyrannopede (first reappearance)
    • Ultimate Tyrannopede (first appearance)
  • Terroranchula (x2; first reappearance; second time cameo and off-screen transformation)
  • Mucilator (first reappearance)

By Benzarro

  • Patient Burn (Heatblast; cameo; cont. transformation from Chapter 12)
  • Patient Assemble (Bloxx; off-screen transformation)
  • Patient Stare (Eye Guy)

By Ben 10,000

  • Nighttide (x2; first appearance)
  • Bullmadrillo (first appearance)
  • Sandpit (first appearance)
  • Clocksquatch (first appearance)
  • Terradactyl (first appearance)

By Bad Ben

  • Bad Electro City (cameo; off-screen transformation)
  • Bad Swampfire
  • Bad Snot Goblin (cameo)
  • Bad Humungousaur (cameo; off-screen transformation)
  • Bad Gravattack (cameo)
  • Bad Sandbox (cameo)
  • Bad Grecarden (cameo)
  • Bad Ghostfreak (cameo; off-screen transformation)

By Ultimate Ben

  • Speedbump (cameo)
  • Crashhopper
  • Ultimate Mole-Stache
  • Ultimate Big Chill (cameo)
  • Christmas Pine (first appearance)
  • Four Arms
  • Gutrot (first reappearance)
  • Fanfare
  • Gutbuster (off-screen)
  • Bloxx (cameo)
  • Pesky Dust
  • Rollback
  • Ultimate Clockwork

By Nega Ben

  • Nega Reverbatim (cameo; off-screen transformation)
  • Nega Arctiguana
  • Nega Bullfrag (cameo)
  • Nega Heatblast
  • Nega Water Hazard (cameo)
  • Nega Sabbattoir (cameo; off-screen transformation)
  • Nega Mercurious (cameo)
  • Nega Steambriner (vocal cameo)
  • Nega Armodrillo (cameo)

By Gwen 10

  • Loboan (Blitzwulf; cameo; cont. transformation from Chapter 12)
  • Vulpimancer (Wildmutt; x2; second time cameo)
  • Pyronite (Heatblast)
  • Polar Manzardill (Arctiguana; cameo)
  • Kineceleran (XLR8; cameo)
  • Tetramand (Four Arms; cameo)
  • Arburian Pelarota (Cannonbolt)
  • To'kustar (first reappearance of Way Big; off-screen transformation)

By Ken 10

  • Gutbuster (off-screen transformation)
  • Ditto (first reappearance)
  • Snakepit (vocal cameo)
  • Buzzshock
  • Shellhead (cameo)

By Albedo 23

  • Negative Freezeghost (cameo; off-screen transformation)
  • Negative Electricyeti
  • Negative Mr. Monkey (cameo; off-screen transformation)
    • Negative Epitome Mr. Monkey

By Mad Ben

  • Mad Feedback (cameo; off-screen transformation)
  • Mad Bloxx (cameo)
  • Mad ChamAlien
  • Mad Four Arms
  • Mad Diamondhead (cameo)
  • Mad Perk Upchuck (cameo; off-screen transformation)
  • Mad NRG (x2; both times cameos)
  • Mad Goop (cameo)
  • Mad Wildmutt (cameo)
  • Mad Echo Echo
  • Mad Terraspin (vocal cameo)
  • Mad Rath (x2; first time off-screen transformation; second time cameo)
  • Mad Atomix (first reappearance of Atomix)
  • Mad Way Big

Spells Used

By Gwen Prime

  • Contego
  • Adfishio Potentia
  • Bretov Alagoria
  • Rest Ituo Nowitus Wespinaetro Intus Vigoratus Perwita
  • Corona
  • Animo Cataractum
  • Declam Baccura
  • Adurentibus Acidum
  • Chant of Toth

By Charmcaster

  • Discombobulus Negatum
  • Exezeus Ego Te Vincula Et Legbot Te In Fothein Animae Mayah Da Mihi Postataumot Tregot
  • Unnamed Wing-Granting Transformation Spell


  • Chapter 13 was originally not its own chapter, and instead apart of Chapter 12, which this chapter would have been its remaining one-third. However, while writing out Chapter 12, it soon came apparent that what would become Chapter 13 couldn't be pressed down to under 20 or so pages, so it made into its own separated pages and the final result of it ironically ended up almost exactly the same length of the fully-completed Chapter 12.
  • Chapter 13 shows the first instance of Eunice using mimicked abilities from her database of them, shown when she uses Ectonurite intangibility and levitation, and Atrocian nigh-invulnerability.
    • Along with this, Chapter 13 also shows the first instance of Eunice using mimicked abilities she gained in previous chapters, being that of Pyronite pyrokinesis and Crystalsapien UV-ergokinesis from 4, and Anodite mana blasts and constructs, Talpaedan seismokinesis, and Humpbackus wind breath from Chapter 12.
  • Ultimate Mucilator and Ultimate Panuncian were originally meant to appear in the chapter alongside Ultimate Tyrannopede, but neither couldn't be worked in and thus, were scrapped with the intention of being saved for late.
    • An Ultimate Crabdozer was considered, but scrapped as there were too many considered Ultimate forms already.
  • The lengthy spell that transforms Charmcaster into a serpentine creature was inspired by what Hex does in the 2016 Reboot episode, Story, Bored.
  • Jennifer's recognition that the distant explosion was of mana origin was because of an ability of her species, Metamorphic Imitatioids, to recognize potent types of energy, mana included, through any of their five senses, which Jen did so through hearing.
  • The first fight sequence in the Pit against the secondary group of Omnitrix-wielding heroes against the evil alternate Ben's had some miscellaneous deleted scenes, including Mad Feedback first confronting Ben 10,000, while transformed as Chuck Chill, and absorbing his freezing bio-energy projectiles he fires at him, Bad Ben fighting Ken and using Bad Swampfire's chlorokinesis to restrain him, although he transforms into Ditto and breaks free, and a semi-completed part where Albedo 23 faces against Gwen 10 opposed to Nega Ben, and transforms into Negative Epitome Rollaway.
    • All were scrapped because the sequence was extremely cluttered, and it was decided to be rewritten from scratch.
  • Mad Ben's line of “I don’t care what you call me. It’s time I end this.” was inspired by his first-ever spoken line in the franchise, in the Ben 10: Omniverse episode And Then There Were None, where he states, "I don't care what he calls me." in response to Albedo stating them, referring to himself and the other evil alternate Bens, being called "evil" is offensive.
  • The fight sequence between Jennifer and Inspector 13 was intended to be much shorter, and the part where her, transformed as Chromastone, slamming Inspector 13's head into the energy cell's barrier and violently burning it was entirely improvised and added while writing, and it was so sudden and scary that it kept in for the final release.
  • Instead of using Jetray the first time, Jennifer was originally meant to use Astrodactyl when moving down the warship's hallways after rescuing Lyric, but while writing the episode, it was decided to have Astrodactyl's first reappearance to instead be by Ben Prime when escaping Aggregor's wrath to up the suspense and give him a surprising introduction into MvT.
  • The name of the Dimension 23 counterpart of Ball Weevil, Bugga-Bug, was pitched by Alanomaly.
  • The inclusion of many specific alien transformations used by the evil alternate Bens, specifically Bad Ben using Bad Gravattack and Bad Ghostfreak, and Mad Ben using Mad Diamondhead, Mad Perk Upchuck, Mad NRG, Mad Way Big, and Mad Rath, were inspired by their same usages of said episodes from Ben 10: Omniverse: And Then There Were NoneAnd Then There Were BenIt's a Mad, Mad, Mad Ben World: Part 1, and It's a Mad, Mad, Mad Ben World: Part 2.
    • Bad Ben using Bad Buzzshock was excluded as he used said alien in Chapter 11.
    • Benzarro using his version of Frankenstrike, Patient Smite, was excluded as he used said alien in Chapter 10 and 12. His usage of his version of Snare-Oh, Patient Wrap, was planned, but decided to be saved for a future chapter.
    • Similarly, Nega Ben was originally meant to use Nega Gutrot to follow this rule, but he was forgotten while writing the chapter, and thus, will simply be added to an oncoming chapter.
    • On a very similar topic, Nega Ben uses many previously-used aliens, including Nega Sabbattoir, Nega Mercurious, and Nega Armodrilo, as a reference to Chapter 5, where those three aliens made their first appearances being used by him.
  • The sudden involvement of swearing was meant to empathize how serious the chapter was about to come with the battle between Ben Prime and Mad Ben. However, it was revealed as a potential fake-out through Ben Prime's humorous usage of Pneuma, before it suddenly took a shocking turn with Ben Prime being stabbed and Mad Ben's violent death.
  • Mad Ben's exclamation of "THIS IS THE END FOR YOU: THE DEATH OF BEN 10!!!" is a most definite reference to Aaronbill3's series, Death of Ben 10, a strong inspiration of MvT.
  • The post-Null-Void-escape scenes of Albedo surrendering himself, Ultimate Ben thanking Ben 10,000, and Ben Prime returning home were added much later than the rest of the chapter, and were included due to feeling the exit of the heroes felt too abrupt.
  • The "Old Man Jeremy's Jury-Rigged Junkyard" is a reference to the alien of Jury Rigg.